Agenda packet — Belmont City Council, September 13, 2022 (part 2 of 3)

General Plan & Conceptual Development Plan (CDP) Amendments – 401 Island Parkway and 401 Island Parkway are in Belmont, while 501 Parkway is in Redwood City. Therefore, the CDP only included 501 Island Parkway for site planning purposes, and the final approval of 501 Island Parkway required City of Redwood City approval. The property owner constructed the office buildings and public improvements in the years following the approval. • 2021: Oracle sold the properties to Biomed Realty. Biomed Realty submitted a General Plan Amendment and Conceptual Development Plan amendment to allow Research and Development/Life Science related uses at 401 Island Parkway. Biomed Realty also commenced minor interior and exterior renovations for the building site in a manner consistent with the original Conceptual Development Plan. The applicant has not requested a change in use to 301 Island Parkway. Therefore, a General Plan and CDP amendment are not required for that building.

At their July 19, 2022 meeting, the Planning Commission conducted a public hearing and considered the applicant’s request. One member of the public spoke in favor of the request due to job creation, and one member of the public voiced concern via email that introducing the Regional Commercial land use designation to the area would create a traffic issue. After considering public testimony and the information provided by staff and the applicant team, the Planning Commission voted unanimously to recommend the City Council approve the General Plan Land Use Diagram amendment and Conceptual Development Plan amendment as proposed.

The property is located within the San Carlos Airport Land Use Compatibility (ALUC) Plan “Area B”.

The ALUC Plan requires Airport Land Use Commission review of General Plan or Zoning Code amendments in this area. Prior to the Commission’s consideration, the Airport Land Use Subcommittee considered the request on July 28, 2022, and recommended the Commission approve the request. The Airport Land Use Commission is scheduled to consider the Subcommittee’s recommendation on September 15th. Staff will update the City Council of the Commission’s action.

Project Setting
The subject property, 401 Island Parkway, is set back from Island Parkway, between Marine Parkway and Concourse Place. The property sits on different parcels but is within the same office park area as 301 Island Parkway and 501 Parkway (Redwood City). These office buildings were initially approved at the same time and have historically shared parking facilities.

The Belmont Slough borders the property to the east, and the Belmont Sports Complex is located across the street to the west. 300-400 Island Parkway are also across the street and are currently vacant and used as parking lots. The southern property line borders the City of Redwood City (501 Island is in Redwood City). The Farallon residential neighborhood, Hyatt House (hotel), office buildings (500-600 Clipper Drive), and vacant land are located north of the subject property and within the same Planned Development.

This space left intentionally blank
146

Page 3 of 11 ends

General Plan & Conceptual Development Plan (CDP) Amendments – 401 Island Parkway Project Description
The applicant is proposing that the City of Belmont (1) amend its General Plan map for the site from Commercial Office (COM-O) to Regional Commercial (COM-R) and (2) amend the Conceptual Development Plan to allow future tenants to use the building for research and development laboratory, life sciences, and related light industrial uses. The applicant also proposes restrictions on the type of research and development laboratory, life sciences, and related light industrial uses to ensure compatibility with the existing Planned Development area and County, State, and Federal Law.

The applicant is not proposing changes to the property besides minor interior and exterior building and site improvements previously approved under a ministerial permit. Therefore, the existing buildings will remain in place, and no additional square footage is proposed. The parking lots, and other onsite amenities, would also continue to function in the same manner.

Discussion
The type of business that can operate on a property is regulated by the General Plan designation, zoning district, and applicable county, state, and federal law. The General Plan provides "higher-level" land-use direction, while the zoning district provides detailed development and site build-out standards. In this case, the property is designated for "Commercial" uses in the General Plan and is zoned "Planned Development".

When a property is within a "Planned Development" district, site-specific regulations are contained within the accompanying "Conceptual Development Plan (CDP)". The CDP includes standards (height, setbacks, allowed land use) in the same way the zoning code provides standards for properties in other districts (R1A, E1, NC, etc.). Additional details about Planned Development Districts and the CDP can be found in the section below.

In the late 90s, when Oracle originally planned buildings for this site, they proposed professional office space consistent with their business practices. Therefore, the General Plan and CDP allowed professional 147

Page 4 of 11 ends

General Plan & Conceptual Development Plan (CDP) Amendments – 401 Island Parkway office space. The General Plan designation remained the same during the comprehensive 2017 General Plan update. Consequently, the proposed research and development laboratory, life sciences, and related light industrial uses proposed by the current applicant require General Plan and CDP amendments.

General Plan Amendment
As shown in the map below (page 2-16 of Belmont General Plan), the General Plan designates the larger Planned Development area surrounding 401 Island Parkway for various land uses, including regional commercial, office commercial, low to high-density residential, and open space.

The subject site, 401 Island Parkway, is currently designated for "Office Commercial" uses. The General Plan describes "Office Commercial" as follows:

Office Commercial (FAR 1.5). The Office Commercial land use designation provides for professional office, executive office, and other office uses. The maximum FAR for Office Commercial is 1.5.

The applicant requests that the City amend the General Plan map and designate the site for Regional Commercial land-uses. Regional-Commercial uses are currently allowed on other parcels in the immediate vicinity (Hyatt House site) and other areas of Belmont. The General Plan describes "Regional Commercial" as follows:

Regional Commercial (FAR 1.8): The Regional Commercial land use designation allows for community-serving retail and services; visitor- and retail-serving auto-oriented commercial services, such as lodging, service stations, car dealerships, and commercial office uses. Some light industrial and research and development (R&D) uses may also be permitted. The maximum FAR for Regional Commercial is 1.8. More than one zoning district may apply to areas within the Regional Commercial designation, to ensure that auto-oriented uses are appropriately situated among the community-serving retail and services in the area.

It is important to note that the General Plan sets the maximum allowances within a district. Therefore, the zoning district, and in this case the Conceptual Development Plan, can further refine the allowed uses and restrict building size and densities (for non-housing uses).

General Plan Amendment Evaluation
The General Plan amendment process is regulated through Belmont Zoning Code (Section 16) and 148

Page 5 of 11 ends

General Plan & Conceptual Development Plan (CDP) Amendments – 401 Island Parkway Government Code Section 65350. Section 16 also outlines the Planning Commission and City Council role in the amendment process, as well as the public hearing process. Section 16 is attached to this report for reference. The Planning Commission reviews General Plan Amendment requests and makes a recommendation to the City Council. The City Council reviews and considers the adoption of the General Plan Amendment as outlined in Section 16:
1) The Council may approve, disapprove or modify the recommendation of the Planning Commission, if any. Substantial modifications of the proposed adoption or amendment must first be referred back to the Commission.
2) The Council may adopt or amend the General Plan only by resolution adopted by an affirmative vote of a majority of its total membership.
3) The Council may amend all or part of the General Plan if it deems it to be in the public interest. 4) The City Council may adopt changes to mandatory elements in the General Plan only four times per calendar year, except as provided in Government Code Section 65358.

Conceptual Development Plan (CDP) Amendment
Section 12 of the Belmont Zoning Codes outlines the requirements for a Planned Development (PD) District. The ordinance states that when PD Districts are established by the City Council and they must be accompanied by a Conceptual Development Permit. This section also details the typical components of a CDP.

In 1999, the City of Belmont approved the current CDP for this site by adoption of Ordinance No. 935.

The full CDP (Exhibits “A” and “B” to Ordinance No. 935) is included in the DA which is attached to this staff report. As is the case with all CDPs, the approval included site development standards (height, maximum floor area, etc.). The CDP also refers to the types of businesses (office) that can operate onsite.

Given the applicant is proposing no changes to development or site standards, the following section details the proposed land-use changes.

The subject CDP does not have a section that specifically defines allowed land-uses. However, it does refer to "office" buildings throughout the approved document. Therefore, research and development laboratory, life sciences, and related light industrial uses are not currently allowed onsite, and a CDP amendment is required.

The applicant requests that the City amend the CDP to include the following language:

The permitted office uses within the two (2) approved 87,756 square foot buildings (401 and 501 Island Parkway) include the previously approved office uses, as well as the following research and development laboratory, life sciences, and related light industrial uses, provided that such additional uses do not include (1) handling, manufacturing, or storage of a hazardous substance at or above a threshold quantity listed in Title 22, California Coe of Regulations, Section 2770.5 for use in a process that requires a risk management plan pursuant to the California Accidental Release Prevention Program or (2) handling or constructing biological agents that are subject to Biosafety Level 3 and 4 protocols according to Biosafety in Microbiological and Biomedical Laboratories 6th Edition (2020), U.S. Department of Health and Human Services, Centers for Disease Control and Prevention and National Institutes of Health. All references to office buildings and office uses in the Detailed Development Plan, Use Permit, and Design 149

Page 6 of 11 ends

General Plan & Conceptual Development Plan (CDP) Amendments – 401 Island Parkway Review Approval adopted by the Planning Commission in Resolution 1999-1 (the “Oracle DDP”) shall be deemed also to refer to research and development laboratory, life sciences, ad related light industrial uses in those two (2) approved buildings such that the Oracle DDP remains consistent with the CDP as amended by this ordinance.

Conceptual Development Plan Amendment Evaluation Criteria The Belmont Zoning Code states that changes in a Conceptual Development Plan shall be considered Zoning Ordinance changes and made in accordance with Zoning Code, Section 16. Section 16 lays out the process for the Planning Commission and City Council making changes to a CDP. As is the case with the General Plan Amendment, the Planning Commission makes a recommendation to the City Council.

To approve the CDP amendment, the City Council must find that the amendment is consistent with the City's General Plan.

General Plan Amendment and Conceptual Development Plan Amendment Analysis The subject amendment requests are relatively minor and are exclusively focused on land-use allowances, rather than development standards. Therefore, the appearance of the buildings and site layout will remain unchanged. Nonetheless, staff did consider a number of factors related to these amendments, including the following:

Land-Use Compatibility
Staff was generally interested in the type of businesses that would operate in these buildings and whether they would be compatible with the surrounding park, open space, residential, office and hotel related uses.

The General Plan allows "Regional Commercial" land-uses within the Planned Development (across the street) and other areas of Belmont. The City of Redwood City also allows similar research and development uses in nearby areas of Redwood Shores. However, the subject site only allows standard office space as initially proposed by Oracle.

It is important to note that research and development laboratories, life sciences, and related light industrial uses are heavily regulated at the county, state, and federal levels. County, state and federal rules apply to all sites in the City and cannot be changed by the local government. These rules pertain to the type of materials that can be located and handled onsite.

Additionally, this request is limited to amending the Planned Unit Development (PD) regulations for 401 Island Parkway. Expanding life sciences to other properties within the PD will require City Council 150

Page 7 of 11 ends

General Plan & Conceptual Development Plan (CDP) Amendments – 401 Island Parkway approval. Other areas in Belmont with the Regional Commercial land use designation will likely require City Council approval to allow for life science uses through future discretionary actions or through future zoning text amendments.

As noted in the attached memo prepared by the applicant, the applicant is also proposing further restrictions on the type of Life-Science uses to ensure public safety and compatibility with the surrounding existing and planned land uses as follows:
"Bio-safety agents are rated in a joint publication of the Centers for Disease Control and the National Institutes of Health entitled "Biosafety in Microbiological and Biomedical Laboratories. This publication establishes Biosafety Levels (BSLs) 1 through 4 to identify the safe handling and containment of biological agents. BSL 1 addresses well-characterized agents, which are addressed with standard microbiological practices. BSL 2 addresses biological agents that pose moderate hazardous to personal and the environment, which are addressed with standard physical barriers including self-closing doors. BSLs 3 and 4 address biological agents that present serious risks of injury or death, which require substantial personal protective equipment (PPE) and more protective physical barriers such as two consecutive selfclosing doors. The proposed CDP amendment would allow only those life science uses that employ BSLs 1 or 2, and would not permit uses that employ BSLs 3 and 4." Finally, when the City Council adopted the General Plan updated (2017), research and development uses were allowed in the area (see map above). The associated EIR found that there would be no significant impacts from having research and development and other regional commercial uses in the area. This conclusion was primarily based upon the extensive restrictions imposed by existing federal, state, and county regulations and Belmont General Plan policies. Given the heavy regulation at the county, state and federal levels, the further restrictions proposed by the applicant and the previous EIR findings, staff finds that the proposed land uses are compatible with the surrounding area.

Parking: The original CDP lays out site-specific parking regulations. Those regulations, including the number of parking spaces, will remain unchanged. Currently, the City of Belmont requires the same amount of parking spaces for office uses as research and development uses. However, in a recent survey of nearby cities, city staff and the consultant team found that research and development buildings typically require less parking. Fewer parking spaces are required because large portions of these buildings are dedicated to lab space (usually 20-50%) rather than the entire building being dedicated to employee seating. In other words, there are fewer people in research and development buildings than in standard office buildings of the same size, as many employees split time between the lab and their cubicles.

Site Circulation: Given there are no proposed changes to the buildings, site circulation will operate in the same manner as when the buildings were previously occupied. Given the lower intensity of research and development uses, there may be fewer daily automobile trips than contemplated during the original development.

Public Improvement and Amenities: The public improvements, including the publicly accessible parking adjacent to the Belmont Sports Center, remain in effect.

General Plan Goal and Policy Support
Several General Plan goals policies support the proposed General Plan and CDP amendments, including:
151

Page 8 of 11 ends

General Plan & Conceptual Development Plan (CDP) Amendments – 401 Island Parkway Policy 2.6-1. Promote the El Camino Real corridor, Carlmont Village, the area East of US 101, the Harbor Industrial Area, and Davis Drive as focus areas for economic growth. See also Policies in Section

2.4, Economic Opportunity.

The Regional Commercial land-use designation and proposed CDP amendment will allow the existing buildings to be used for life science related uses. While Oracle and other technology companies were steadily expanding when the building was originally constructed, many have since moved a portion of their operations out of state. However, there is an increasing interest in the life science field within the Peninsula. The use of the subject buildings for life science resources will allow the City to accommodate expanding economic growth in this field, in the area east of 101.

Policy 2.13-2. Promote compatibility of adjacent land uses along the interface of different residential density and non-residential intensity categories, such as where the Harbor Industrial Area borders Belmont Village and the Homeview neighborhood. Special attention should be given to buffering and transitional methods.

The County, State and Federal government heavily regulate life science related uses for health and safety purposes. In addition, the applicant has proposed additional restrictions limiting the type of life science uses that would be able to operate in these buildings to ensure compatibility with the surrounding land uses and neighborhoods. Finally, the General Plan found that regional commercial uses (including life science uses) were appropriate in this general area. The proposed General Plan amendment and CDP Amendments will therefore be compatible with the surrounding land uses.

Policy 2.16-1 Require new development located in the San Carlos Airport Influence Area (AIA) to comply with applicable land use compatibility provisions of the San Carlos Airport Land Use Compatibility Plan (ALUCP) through review and approval of a site development plan, or other development permit. Unless otherwise approved by the City Council in accordance with the provisions of Public Utilities Code Section 21675.1(d), development proposals must be consistent or conditionally consistent with applicable land use compatibility policies with respect to noise, safety, airspace protection, and overflight notification, as contained in the San Carlos ALUCP. Additionally, development proposals must meet FAA requirements with respect to building height as well as the provision of obstruction lighting when appurtenances are permitted to penetrate the transitional surface (a 7:1 slope from the runway primary surface).

The Airport Land Use Subcommittee considered the request on July 28, 2022, and recommended the Commission approve the request. The Commission is scheduled to consider the Subcommittee’s recommendation on September 15th. Staff will update the City Council of the Commission’s action.

Policy 2.18-3 Establish and maintain a consistent database of long-range economic data factors and update trend forecasts on an ongoing basis, to enable city policies and strategies to be proactive and timed to market changes.

The City has been tracking the increased demand for life science related office space within the City of Belmont and San Mateo County. Based on pending and expected applications in Belmont and nearby cities, it is evident that there is currently an increased demand for life science related tenant space, and a decreasing demand for general professional office space. The proposed General Plan and CDP amendments will allow the city to respond to and benefit from changing market conditions. Furthermore, the General Plan and CDP allow future tenants to also use the building for professional office space in case the market changes in subsequent years.
152

Page 9 of 11 ends

General Plan & Conceptual Development Plan (CDP) Amendments – 401 Island Parkway Policy 2.22-1 Promote regional and visitor-serving commercial development and employment opportunities in the focus area East of US 101.

The proposed General Plan and CDP amendments will increase the amount of regional commercial development and employment opportunities East of the 101.

Environmental Review
Staff finds that the Project qualifies for the Class 1 categorical exemption for existing facilities (CEQA Guideline 15301). This category applies to "the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of existing or former use." It includes "Interior or exterior alterations involving such things as interior partitions, plumbing, and electrical conveyances" and "Restoration or rehabilitation of deteriorated or damaged structures, facilities, or mechanical equipment to meet current standards of public health and safety." The key consideration is whether the project involves negligible or no expansion of use.

The Project is consistent with this categorical exemption for the following reasons:
• The physical modifications consist of (a) ADA upgrades to the restrooms to meet current code requirements; (b) replacing and/or upgrading aged HVAC systems; and (c) upgrading an aged elevator system. All development standards, including the size and height of the building, will remain the same.

The limited scope of these improvements to the building required for the change in use from a technology office to a life sciences research and development office supports the assertion that this is a negligible change in use and is not an expansion of use. • The Project includes a General Plan Amendment (GPA) from "Office Commercial" to "Regional Commercial" and a Conceptual Development Plan (CDP) amendment to add life science uses to the permitted office uses. The proposed CDP amendment will limit uses to office and life science uses.

Therefore, it will still be the case that commercial uses, including regional retail, will not be permitted, as described in the applicant’s proposal dated June 29, 2022 (attached). In addition, the Project does not propose any expansion of the existing office uses, and the Project will not result in an increase in traffic to the site based as a result of these requested amendments. • Life science uses typically consist of approximately 20- 50% lab use of a building, with the remaining area dedicated to employee seating (offices, cubicles, etc.) and common area (hallways, elevators, lobbies, etc.). The Life Science lab component may involve more regulated hazardous materials than the technology office uses contemplated for the property in 1984.

However, County, state and federal regulations impose extensive restrictions on and regulations of the use, handling, and disposal of such substances to prevent and mitigate accidental spills within a controlled lab space. These restrictions and regulations vary based on the life sciences activities (pharmaceutical, medical devices, biotechnology, etc.) and are administered through established permitting, performance evaluation, and inspection processes. Requirements include laboratory personnel training and licensing; laboratory licensing and registration; submittal and approval of laboratory business and safety plans; regular reporting of inventory and materials storage practices on the property; State and local permit approval of construction, ventilation cabinets, and equipment specifications for lab spaces; and preparation and approval of waste management plans and permits. 153

Page 10 of 11 ends

General Plan & Conceptual Development Plan (CDP) Amendments – 401 Island Parkway Furthermore, the proposed CDP amendment would prohibit the more dangerous hazardous materials, as detailed in this staff report and attached CDP amendment. The applicant also submitted a memorandum (attached) that outlines the type of Life Science uses that could locate within the buildings. As noted in the memo, "bio-safety agents are rated in a joint publication of the Centers for Disease Control and the National Institutes of Health entitled "Biosafety in Microbiological and Biomedical Laboratories." This publication establishes Biosafety Levels (BSLs) 1 through 4 to identify safe handling and containment of biological agents. BSL 1 addresses well-characterized agents, which are addressed with standard microbiological practices. BSL 2 addresses biological agents that pose moderate hazardous to personal and the environment, which are addressed with standard physical barriers including self-closing doors. BSLs 3 and 4 address biological agents that present serious risks of injury or death, which require substantial personal protective equipment (PPE) and more protective physical barriers such as two consecutive self-closing doors. The proposed CDP amendment would allow only those life science uses that employ BSLs 1 or 2, and would not permit uses that employ BSLs 3 and 4."
• The proposed change in use from software development to research and development will be limited to the interior of the existing building and does not constitute an expansion of use. Any proposed life science or general office uses beyond the existing building or subject property will require future discretionary action by the Planning Commission and City Council.

With the above criteria and restrictions in mind, staff finds that the project would not have a significant effect on the environment due to the addition of this land use, the project involves no expansion of use, and is exempt from further environmental review per CEQA Guideline 15301.

Next Steps
City Council consideration of the General Plan Land Use Diagram amendment Resolution and Conceptual Development Plan Amendment (2nd Reading of Ordinance) pending Council direction at the 9/13/22 Public Hearing.

Alternative

1. Provide feedback as appropriate on the proposed General Plan Amendment and CDP Amendments to staff.

Attachments

1. Planning Commission Resolution recommending City Council approval of the General Plan Land Use Diagram amendment

2. Planning Commission Resolution recommending City Council approval of the Conceptual Development Plan amendment

3. General Plan Amendment Resolution

4. Conceptual Development Plan Amendment Ordinance (1st Reading)

5. Applicant’s Project Description

6. Approved Development Agreement, Conceptual Development Plan, and Detailed Development Plan Fiscal Impact
No Impact/Not Applicable
Funding Source Confirmed:
154

Page 11 of 11 ends

General Plan & Conceptual Development Plan (CDP) Amendments – 401 Island Parkway Source: Purpose: Public Outreach:

Council Statutory/Contractual Requirement Posting of Agenda Staff Council Vision/Priority Other**
Citizen Initiated Discretionary Action
Other Plan Implementation
** E-Notification of agendas, 300-foot property owner radius mailout for notification of 9/13/22 City Council Public Hearing. 155
156
157
Island Parkway
Clipper Drive
Treasure island
Briarwood Wy
Northampton Lane
Oxford Way Oxford Court
Seagate Way
Concourse Drive
Manchester Ln
Farallon Dr
Newcastle Ln
Seagate Pl
Chesterton Avenue
Clipper Drive
Ralston Avenue
London Ln
Frog Valley Ln
Sotocastle Ln
OS
OS
PCF
COM-R
PCF
COM-R
RES-M
GENERAL PLAN LAND USE CLASSIFICATIONS:

E
Scale = 1:5,500 0 1.5 3 Miles
PA2021-0056
General Plan Land Use Map (Section) Amendment
Incorporated as Attachment No. ___
And Made a Part of Resolution No. 2022-___
Belmont Creek
Belmont
Sports
Complex
Highway 101
Belmont
Focus
Area
PA2021-0056
APN: 040360260
RES-L
COM-O
RES-M
COM-R
COM-O
401
158
159
160
161
162
163
164
1 EXHIBIT A
Island Park Conceptual Development Plan Amendment

PERFORMANCE STANDARDS – 401 Island Parkway (APN 040-360-260) PA2021-0056

1. The conceptual development plan is approved for a maximum of 410,000 square feet including lot B-104 in Redwood City. The project consists of two phases. Phase One is limited to 175,000 sq. ft. in two four-story buildings, one each on lot #1 (401 Island Parkway) and Lot B104 (501 Island Parkway), with two levels of decked parking over at-grade parking. Phase Two is limited to 235,000 sq. ft. in two buildings, one five-story and one six-story, to be located on Lots #3 (300 Island Parkway) and #4 (400 Island Parkway), plus a parking garage on Lot #5 (800 Clipper Drive).

2. These performance standards will become effective simultaneously with the effective date of a new Development Agreement between Oracle and the City of Belmont which supersedes the agreement dated November 26, 1996.

3. The permitted office uses within the two (2) approved 87,756 square foot buildings (401 and 501 Island Parkway) include the previously approved office uses, as well as the following:
research and development laboratory, life sciences, and related light industrial uses, provided that such additional uses do not include (1) handling, manufacturing, or storage of a hazardous substance at or above a threshold quantity listed in Title 22, California Code of Regulations, Section 2770.5 for use in a process that requires a risk management plan pursuant to the California Accidental Release Prevention Program or (2) handling or constructing a biological agents that are subject to Biosafety Level 3 and 4 protocols according to Biosafety in Microbiological and Biomedical Laboratories 6th Edition (2020), U.S. Department of Health and Human Services, Centers for Disease Control and Prevention and National Institutes of Health. All references to office buildings and office uses in the Detailed Development Plan, Use Permit and Design Review Approval adopted by the Planning Commission in Resolution 1999-1 (the “Oracle DDP”) shall be deemed also to refer to research and development laboratory, life sciences, and related light industrial uses in those two (2) approved buildings, such that the Oracle DDP remains consistent with the CDP as amended by this ordinance.

3. 4. Parking on Lots #3, #4, and #5 shall not be decreased from that shown on plans dated September 15, 1997 and parking on lots #1 and B104 shall be provided at a rate of 3 per 1000 sq. ft. of gross office space.

4. 5. A bicycle/pedestrian path shall be located adjacent to Belmont Slough and O'Neill Slough and a bicycle/pedestrian bridge shall be constructed over Belmont Slough, which would connect the project with the existing Oracle headquarters campus facilities in Redwood Shores to the east and to pedestrian pathways throughout Foster City, Belmont, and Redwood Shores.

The location of the bridge shall be determined at the Detailed Development Plan stage. Any changes in location shall be subject to approval by the Planning Commission. The bridge shall be constructed by the time of completion of Phase II. If bridge construction will be completed 165
2 after construction of Phase II then a bond shall be provided guaranteeing bridge construction.

Bay Trail links associated with Lot #1 and Lot B104 shall be constructed at the time of office building construction on those lots. Bay Trail links on parcels in Phase II shall be constructed with Phase II office buildings.

5. 6. Development shall be as generally shown on Exhibit 'B' for a four-building development, subject to approval affinal building locations at the Detailed Development Plan stage.

6. 7. The Detailed Development Plan submitted for approval shall incorporate the following:

a. The parking structures need additional architectural treatment and no conceptual design approval is granted. Design changes should include the use of a more highly-textured exterior treatment, incorporation of landscaping at upper levels of the garage, or other cosmetic features designed to make the garage appear more as an office building. b. The applicant shall investigate expanding the decked parking on lot B104 to allow some of the surface parking along and within the BCDC shoreline jurisdiction area and/or between buildings #3 and #4 to be eliminated and replaced with landscaping. c. A landscaped plaza, of a size to be determined by the Planning Commission, shall be incorporated into the project design and located between Buildings #3 and #4. The plaza shall have a connection to the BCDC trail and shall incorporate public art, seating areas, landscaping, a water feature or other focus of interest, and bollard-style evening lighting. d. A pedestrian link from the BCDC trail to the Sports Complex shall be provided under Island Parkway, adjacent to the Slough, if required by BCDC. A contribution toward park improvements shall be made in accordance with the Development Agreement.

7. 8. No building permit for Phase II office building construction shall be issued until contracts are let for a) 1) surface street improvements shown in the FEIR between the freeway and the entrance to Island Park as shown on the selected Direct Access Alternative, 2) the partial clover leaf conversion and widened northbound on-ramp, 3) the selected Direct Access alternative, 4) the Direct Access intersection with Marine Parkway, and 5) the north-bound Auxiliary Lanes for Highway 101. Prior to issuance of building permits for Phase I offices, four million dollars shall be deposited to an escrow or trust account, together with the City contribution of one million dollars, to assure funding for the direct access to Island Park.

8. 9. Direct access from Island Parkway to Marine Parkway/Ralston Avenue shall be consistent with Exhibit "B" attached (recessed north-bound on-ramp with island parkway bridged over).

If Direct Access from Marine Parkway to Island Parkway is determined to be infeasible, due to CalTrans disapproval, then this conceptual development plan shall be null and void for Phase II office construction.

9. 10. Failure of the Redwood Shores Traffic Improvement District to be passed or to fund the improvements listed herein shall not release the applicant from causing these mitigating traffic improvements to be constructed, prior to or simultaneously with Phase II office buildings.

10. 11. Provide a parking easement for use by park users over lots 3, 4, and 5.

166
3 11. 12. Submit a parking management plan to indicate how Oracle will accommodate employee and park user parking. For example, parking could be managed by Oracle issuing "Oracle Parking Stickers" for employees. This would differentiate staff autos from public autos and allow Oracle to enforce the time limitations in the Development Agreement.

12. 13. Submit a written statement with the detailed development plan indicating how each of the required mitigation measures has been incorporated into the project.

13. 14. All submittals required with the Detailed Development Plan must be submitted prior to acceptance of a complete application.

14. 15. Prior to the hearing on the Detailed Development Plan, erect on site, a temporary structure at lest least 6 feet in height incorporating the materials to be used on the exterior of the office building in the same proportion as they would be used on the finished structures.

15. 16. Submit a specific construction phasing plan indicating the completion of such items as landscaping, pedestrian bridge, garage, decked parking, surface parking, and other site improvements; the limits of phased work, and the improvement areas to be completed with each building.

16. 17. Construct 80 parking spaces in close vicinity to the City park on lots #3 and #4 for use by park users during construction on these lots.

167
4 EXHIBIT B

LANE CONFIGURATION DETAIL
168
5 Exhibit “C”
RESOLUTION NO. 1 and 3
Conditions of Project Approval
Detailed Development Plan, Conditional Use Permit, Design Review and Grading Plan Oracle Island Park Office Expansion Project
(Appl. Nos. 98-1122 and -1123)
I. COMPLY WITH THE FOLLOWING CONDITIONS OF THE COMMUNITY DEVELOPMENT DEPARTMENT:

A. Site development shall conform to the detailed Development Plan prepared by Brian Kangas Foulk date stamped December 28, 1998. Necessary minor modifications to the approved plans may be made with the approval of the Director of Community Development. Future land uses, site development, and modifications shall conform to the amended Conceptual Development Plan and the Detailed Development Plan date stamped December 28, 1998, and all subsequent amendments, including those herein. Necessary minor modifications to the approved plans may be made with the approval of the Director of Community Development.

B. Prior to any construction, the applicant of a designated representative shall obtain all required building permits.

C. The hours of grading and construction activity shall be governed by Ordinance No. 934, which limits construction activity to the hours of 8:00 a.m. to 5:00 p.m.

Monday through Friday, and 10:00 a.m. to 5:00 p.m. on Saturday. No construction activity noise shall be permitted on Sunday or on holidays. All construction and related activities (not including grading) may only be conducted during the hours of 8:00 a.m. to 5:00 p.m., Monday through Friday and 10:00 a.m. to 5:00 p.m., Saturdays. Grading may occur between the hours of 8:00 a.m. and 5:00 p.m.

Monday through Friday. No construction activity (including grading) or related activities shall be allowed outside of the aforementioned hours or on Sundays and the following holidays: New Year’s Day, President’s Day, Memorial Day, 4th of July, Labor Day, Thanksgiving Day and Christmas Day. All gasoline powered construction equipment shall be equipped with an operating muffler or baffling system as originally provided by the manufacturer, and no modification to these systems is permitted
D. Stationary construction equipment such as generators and compressors shall be located as far as possible from existing homes. Construction specifications shall require that heavy equipment remain on the project site to avoid disruptive noise caused by daily hauling of equipment on and off site. Equipment shall be properly maintained with adequate muffling to achieve the lowest possible noise levels.

E. All large-truck construction traffic shall be along a route established by approval of the Building Official. Damage to any public roads resulting from construction 169
6 traffic to and from the project shall be repaired by the applicant as required by the Department of Public Works.

F. City ordinance provides that Conditional Use Permit and Design Review approvals shall lapse and become null and void one year following the date on which they became effective, unless extended by the Planning Commission, or prior to expiration, a building permit is issued and construction is commenced and diligently pursued toward completion of the project.

G. The pedestrian bridge shall be constructed by the time of completion of Phase Two or, if that is not possible, a bond shall be provided guaranteeing bridge construction.

Bicycle/pedestrian path segments associated with Lot 1 (401 Island Parkway) and Lot B104 (501 Island Parkway) shall be constructed at the time of office building construction on those lots. Path segments on parcels in Phase Two shall be constructed with Phase Two buildings.

H. If allowed by BCDC, the plaza, path and bridge, shall be lighted at night in order to ensure public safety.

I. If the subsequent Redwood City approval results in only minor modifications, which do not materially affect the Commission’s approval, the then Director of Planning may administratively approve the minor changes. The Commission will be informed of any requested changes from Redwood City prior to action by the Director of Planning. The Director may refer proposed changes to the Planning Commission if the changes may materially affect the Commission’s decision.

J. Prior to issuance of building permits, a revised lighting plan shall be submitted showing pole heights and locations, loading dock and security lighting, and all other exterior lighting for review and approval by the Planning Commission. Lighting standards shall be no higher than 25 feet.

K. To ensure that mitigation measures are implemented, compliance with the adopted monitoring program is required
L. No building permit for Phase Two office building construction shall be issued until compliance with the terms of the DDA DDP and Development Agreement has been obtained as it applies to transportation improvements. If the transportation improvements contemplated under the DDA DDP/DA cannot be implemented, then this development approval, as it applies to Phase Two, shall be null and void.

M. Failure of the Redwood Shores Traffic Improvement District to be passed or to fund the traffic improvements specified in the DDA DDP /DA shall not release the applicant from causing these mitigating traffic improvements be constructed, prior to or simultaneously with Phase Two office buildings.

N. Prior to issuance of building permits, Sheet L1.0 shall be revised and submitted, with corrected landscaping area tabulations, and final landscaping plans showing more detail as to size and type of plantings, staking, irrigation, and other 170
7 landscaping information, for review and approval of the Planning Commission.

Landscaping around the perimeter of the garage on Lot 5 (800 Clipper Drive) shall be augmented with random grouping of trees and shrubs to provide visual screening at varying building heights.

O. Wall signs shown on Sheet A1.0 shall be submitted for design review prior to issuance of sign permits.

P. All grading shall conform to the City’s Grading Ordinance.

Q. Occupancy prior to completion of all site improvements may only be allowed upon posting
R. of a bond in the amount of 100% of the materials and labor costs of unfinished work.

S. Occupancy of Phase One, Lot 1 (401 Island Parkway), buildings may not occur until completion of site improvements or bonding therefor has occurred for Lot 1 and Lot B104 (501 Island Parkway).

T. All fees due to cover City of Belmont permit processing costs up to and including Planning Commission approval shall be paid within 30 days of such approval.

Amount due is $56,967.59.

U. Prior to issuance of building permits, the final design for the larger parking garage shall be returned to the Planning Commission for review and approval.

II. COMPLY WITH THE FOLLOWING CONDITIONS OF THE DEPARTMENT OF PUBLIC WORKS:

A. Sanitary Sewer

1. Report submitted on sewer line and pump station capacity is accepted. Based on report after pressure testing conducted on existing pumps and meters, if required, install new pump impeller.

2. Relocate the existing 8” sewer main in Phase II to provide continued sewer service.

3. Pay sewer connection charges as each phase is constructed.

B. Storm Drain

1. Report on storm drain lagoon capacity is acceptable. Annual An annual report on lagoon operations and testing to shall be furnished to the City of Belmont.

2. A storm water pollution prevention program for the project site shall be submitted to the Department of Public Works for review and approval for all phases of development. All required measures shall be implemented and maintained. The plan shall be submitted with the building plans for each phase of work.
171
8 C. Street Improvements

1. Existing streets, sidewalks, curb and gutters and street lights are proposed to remain unchanged. Any of the required and existing improvements damaged during the course of construction activities shall be removed and replaced.

2. Driveway approaches shall be constructed in accordance with City standards.

3. A new driveway entrance shall be constructed on Island Parkway, including reconstruction of the media island as shown on the conceptual plan.

Improvement plans shall be submitted with each phase of building construction.

4. Modifications to the extension of Concourse Drive between the parking garage and Building One shall be made by the developer. Plans shall be submitted to the department of Public Works for review and approval.

D. Traffic Circulation
The traffic study provided in the project EIR addresses certain traffic mitigation measures. Agreements have been made to accomplish these traffic mitigation measures.

E. Flood Zone
The owner/applicant shall proved provide all measures to comply with the Special Flood Hazard Zone a designation of the site and submit for map revisions.

F. Soils and Geologic Report
Submit soils and geologic report prepared by a qualified geotechnical consultant retained by the applicant. The report shall identify all potential geologic hazards along with feasible mitigations. Foundation designs for the proposed buildings shall be included in the final report.

III. COMPLY WITH THE FOLLOWING CONDITIONS OF SOUTH COUNTY FIRE:

A. The project stall be constructed in compliance with the requirements established jointly by South County Fire and the Redwood City Fire Department.

B. Turning radius of a fire apparatus access road shall be approved by the chief. CFC, section 902.2.2.3
In a previous meeting with the architects, it was agreed that we would include the turning radius of the City of Redwood City due to the proximity of this project.

The City of Redwood City’s turning radius is more restrictive than South County Fire Authority. Please refer to the attached sheet indicating the City of Redwood City’s turning radius. A computer model simulation successful completion around the site is required.

C. Fire apparatus access roads shall be designed and maintained to support the imposed loads of fire apparatus and shall be provided with a surface so as to provide an all-weather driving capabilities. CFC, section 902.2.2.2. 172
9 D. Road way(s) Roadways shall be capable of supporting 61,000 pounds of weight and shall meet Highway Standard H-20 prior to beginning of construction.

E. The location, number and type of fire hydrants connected to a water supply capable of delivering the required fire flow shall be provided on the public street or on the site of the premises or both to be protected as required and approved by the chief.

UFC section 903.4.2.

Four hydrants are required based on the total required fire flow for this project.

Location of hydrants, on sheet 1 of the site plan provided by Brian Kangus Foulk, are questionable. The hydrant on the north side is difficult to gain access.

South County Fire and the City of Redwood City shall dictate the location of all four hydrants.

The hydrants shall be Rich Corona, Jones or one of comparable quality with one 2 ½ inch and two 4 ½ inch outlets with national standards threads. The hydrants shall be on site and operational prior to the beginning of construction.

F. Indicate on next submittal any locations of fire department connections in order that both cities can evaluate the location and accessibility.

G. Indicate clearly all entrances to the building.

H. Underground fire service shall be on one line and not connected to the domestic service.

I. A condition of approval for this project is that the plan checking fees paid to South County Fire. Failure to pay this fee will result in the project not being finalized. 173
RESOLUTION NO. 2022-_____

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELMONT AMENDING

THE GENERAL PLAN LAND USE DESIGNATION FOR THE PROPERTY LOCATED AT 401 ISLAND PARKWAY (APN 040-360-270)
WHEREAS, in 1984, the City of Belmont entered into a Development Agreement with KG Land California, approved the Planned Development (PD) zoning and approved several other entitlements related to the subject parcel and surrounding Planned Development area; and, WHEREAS, in 1998 and 1999, the City approved a Conceptual Development Plan (CDP), Detailed Development Plan (DDP) and several related entitlements to allow Oracle to develop professional offices at 301 Island Parkway, 401 Island Parkway (originally shown as Lot #1 in the CDP) and 501 Island Parkway (Redwood City) to accommodate their expansion; and, WHEREAS, in 2017, the City of Belmont adopted a comprehensive General Plan update that maintained the Office Commercial (COM-O) General Plan designation of the project site, consistent with the Planned Development and Conceptual Development Plan; and, WHEREAS, in August 2021, Oracle sold the subject property to the current applicant, Biomed Realty, a real estate company who typically leases space to life science companies; and, WHEREAS, the applicant requests that the City change the General Plan Land Use Map Designation for 401 Island Parkway (APN 040-360-270) from Office Commercial (COM-O) to Regional Commercial (COM-R); and,
WHEREAS, the requested General Plan Land Use Designation is consistent with other parcels within the same Planned Development area, other areas in Belmont and nearby areas of Redwood City, and is compatible with nearby land-uses; and, WHEREAS, on July 19, 2022, the Planning Commission held a duly noticed public hearing to consider public testimony and a staff report for the project, and recommended the City Council amend the General Plan Land Use Designation to facilitate a consistent general plan designation/zoning for the future intended use of the subject property at 401 Island Parkway.

WHEREAS, on September 13, 2022, the City Council held a duly noticed public hearing to consider public testimony and a staff report for the project to amend the General Plan Land Use Designation to facilitate a consistent general plan designation/zoning for the future intended use of the subject property at 401 Island Parkway.

NOW, THEREFORE, the City Council of the City of Belmont resolves as follows:

SECTION 1. FINDINGS
The City Council finds that changing the General Plan Land Use Designation of 401 Island Parkway is in the public interest and achieves the goals and objectives of the City.

SECTION 2. GENERAL PLAN LAND USE DESIGNATION AMENDED
The City Council amends the General Plan Land Use Designation of the Property located at 401 Island Parkway, (APN 040-360-270), and shown on the Land Use Map Section incorporated into 174
this Resolution as Exhibit A, from COM-O – Office Commercial to COM-R – Regional Commercial. The General Plan Land Use Map is amended to reflect the change in designation adopted in this Section.
* * *
ADOPTED September 13, 2022, by the City of Belmont City Council by the following vote:

Ayes:

Noes:

Absent:

Abstain:

ATTEST:

City Clerk Mayor
APPROVED AS TO FORM:

City Attorney
175
Island Parkway
Clipper Drive
Treasure island
Briarwood Wy
Northampton Lane
Oxford Way Oxford Court
Seagate Way
Concourse Drive
Manchester Ln
Farallon Dr
Newcastle Ln
Seagate Pl
Chesterton Avenue
Clipper Drive
Ralston Avenue
London Ln
Frog Valley Ln
Sotocastle Ln
OS
OS
PCF
COM-R
PCF
COM-R
RES-M
GENERAL PLAN LAND USE CLASSIFICATIONS:

AN ORDINANCE OF THE CITY OF BELMONT AMENDING THE CONCEPTUAL DEVELOPMENT PLAN FOR ISLAND PARK LOT #1 (APN 040-360-270) TO ALLOW

RESEARCH AND DEVELOPMENT LABORATORY, LIFE SCIENCES, AND RELATED

LIGHT INDUSTRIAL USES SUBJECT TO SEVERAL LIMITATIONS
WHEREAS, in 1984, the City of Belmont entered into a Development Agreement with KG Land California, approved the Planned Development (PD) zoning and approved several other entitlements related to the subject parcel and surrounding Planned Development area; and, WHEREAS, in 1998 and 1999, the City approved a Conceptual Development Plan (CDP), Detailed Development Plan (DDP) and several related entitlements to allow Oracle to develop professional offices at 301 Island Parkway, 401 Island Parkway (subject property, originally shown as “Lot #1” in the CDP) and 501 Island Parkway (Redwood City) to accommodate their expansion; and, WHEREAS, in 2017, the City of Belmont adopted a comprehensive General Plan update that maintained the Office Commercial (COM-O) General Plan designation of the project site, consistent with the Planned Development and Conceptual Development Plan; and, WHEREAS, in August 2021, Oracle sold the subject property to the current applicant, Biomed Realty, a real estate company who typically leases space to life science companies; and, WHEREAS, the applicant requests that the City amend the CDP to allow for the existing building to be used for research and development laboratories, life sciences, and related light industrial uses with several limitations, including prohibition of certain hazardous substances and biological agents; and, WHEREAS, the applicant has also requested that the City change the General Plan Land Use Map Designation for 401 Island Parkway (APN 040-360-270) from Office Commercial (COM-O) to Regional Commercial (COM-R), a designation which allows the proposed land use; and, WHEREAS, on July 19, 2022, the Planning Commission held a duly noticed public hearing to consider public testimony and a staff report for the project, and recommended that the City Council change the land use designation and amend the CDP to allow for the intended use of the subject property;
WHEREAS, the City Council held a duly noticed public hearing on September 13, 2022, to consider the Planning Commission’s recommendations, receive a staff report and take public comment related to the applicant’s requests to the change the land use designation of 401 Island Parkway from Office Commercial (COM-O) to Regional Commercial (COM-R) and to amend the CPD to allow for the intended use; and,
WHEREAS, the City Council by resolution adopted concurrently with the introduction of this ordinance approved changing the General Plan land use designation for the property;

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BELMONT DOES ORDAIN AS FOLLOWS:
177
2 SECTION 1. CONCEPTUAL DEVELOPMENT PLAN AMENDED
(a) The application to amend the Conceptual Development Plan (CDP) for Island Park Lot #1 is approved based on the findings set forth herein and subject to the Conditions of Approval set forth in Exhibit “C” attached hereto.
(b) After reviewing all the relevant evidence before the City Council, including the information provided in the staff reports and enclosures to the Planning Commission and City Council, the public hearings and testimony received, the City Council incorporates herein by reference and adopts the findings in Planning Commission Resolution 2022-28 as its own findings of fact under Belmont Zoning Ordinance Sections 12.3.B related to the Conceptual Development Plan Amendment.
(c) Based on the evidence before the City Council, the City Council finds the proposed Conceptual Development Plan amendment is consistent with the General Plan. (d) The Conceptual Development Plan (CDP) for Island Park Lot #1, previously amended by Ordinance No. 935, is further amended by amending the Performance Standards applicable to Island Park Lot #1 set forth in Exhibit “A” to Ordinance No. 935 as provided in Exhibit “A” hereto subject to the Conditions of Approval set forth in Exhibit “C” attached hereto. The amended performance standards only apply to Island Park Lot #1. Exhibit “B” to Ordinance No. 935 is not modified and included herein for convenience.

SECTION 2. EFFECTIVE DATE.

This Ordinance shall take effect and will be enforced thirty (30) days after its adoption. * * *
The City Council of the City of Belmont, California introduced the foregoing ordinance, on September 13, 2022 and adopted the ordinance at a regular meeting held on [insert date], 2022 by the following vote:

Ayes:

Noes:

Absent:

Abstain:

ATTEST:

City Clerk Mayor
APPROVED AS TO FORM:

City Attorney
178
3 Exhibit “A”
Ordinance No. 2022-____
Island Park Conceptual Development Plan Amendment
PERFORMANCE STANDARDS – 401 Island Parkway (APN 040-360-260) PA2021-0056

1. The conceptual development plan is approved for a maximum of 410,000 square feet including lot B-104 in Redwood City. The project consists of two phases. Phase One islimited to 175,000 sq. ft. in two four-story buildings, one each on lot #1 (401 Island Parkway) and Lot B104 (501 Island Parkway), with two levels of decked parking over at-grade parking. Phase Two is limited to 235,000 sq. ft. in two buildings, one five-story and one six-story, to be located on Lots #3 (300 Island Parkway) and #4 (400 Island Parkway), plus a parking garage on Lot #5 (800 Clipper Drive).

3. The permitted office uses within the two (2) approved 87,756 square foot buildings (401 and 501 Island Parkway) include the previously approved office uses, as well as the following:
research and development laboratory, life sciences, and related light industrial uses, provided that such additional uses do not include (1) handling, manufacturing, or storage of a hazardous substance at or above a threshold quantity listed in Title 22, California Code of Regulations, Section 2770.5 for use in a process that requires a risk management plan pursuant to the California Accidental Release Prevention Program or (2) handling or constructing a biological agents that are subject to Biosafety Level 3 and 4 protocols according to Biosafety in Microbiological and Biomedical Laboratories 6th Edition (2020),U.S. Department of Health and Human Services, Centers for Disease Control and Prevention and National Institutes of Health. All references to office buildings and office uses in the Detailed Development Plan, Use Permit and Design Review Approval adopted by the Planning Commission in Resolution 1999-1 (the “Oracle DDP”) shall be deemed also to refer to research and development laboratory, life sciences, and related light industrial uses in those two (2) approved buildings, such that the Oracle DDP remains consistent with the CDP as amended by this ordinance.

3.4. Parking on Lots #3, #4, and #5 shall not be decreased from that shown on plans dated September 15, 1997 and parking on lots #1 and B104 shall be provided at a rate of 3 per 1000 sq. ft. of gross office space.

Page 4 of 8 ends

after construction of Phase II then a bond shall be provided guaranteeing bridge construction.

Bay Trail links associated with Lot #1 and Lot B104 shall be constructed at the time of office building construction on those lots. Bay Trail links on parcels in Phase IIshall be constructed with Phase II office buildings.

5. 6. Development shall be as generally shown on Exhibit 'B' for a four-building development, subject to approval affinal building locations at the Detailed Development Plan stage.

6. 7. The Detailed Development Plan submitted for approval shall incorporate the following:
a. The parking structures need additional architectural treatment and no conceptual design approval is granted. Design changes should include the use of a more highly-textured exterior treatment, incorporation of landscaping at upper levels of the garage, or other cosmetic features designed to make the garage appear more as an office building. b. The applicant shall investigate expanding the decked parking on lot B104 to allow some of the surface parking along and within the BCDC shoreline jurisdiction area and/or between buildings #3 and #4 to be eliminated and replaced with landscaping. c. A landscaped plaza, of a size to be determined by the Planning Commission, shall be incorporated into the project design and located between Buildings #3 and #4. The plaza shall have a connection to the BCDC trail and shall incorporate public art, seating areas, landscaping, a water feature or other focus of interest, and bollard-style evening lighting. d. A pedestrian link from the BCDC trail to the Sports Complex shall be provided under Island Parkway, adjacent to the Slough, if required by BCDC. A contribution toward park improvements shall be made in accordance with the Development Agreement.

8. 9. Direct access from Island Parkway to Marine Parkway/Ralston Avenue shall be consistent with Exhibit "B" attached (recessed north-bound on-ramp with island parkway bridged over). If Direct Access from Marine Parkway to Island Parkway is determined to be infeasible, due to CalTrans disapproval, then this conceptual development plan shall be null and void for Phase II office construction.

10. 11. Provide a parking easement for use by park users over lots 3, 4, and 5. 180

Page 5 of 8 ends

11. 12. Submit a parking management plan to indicate how Oracle will accommodate employee and park user parking. For example, parking could be managed by Oracle issuing "Oracle Parking Stickers" for employees. This would differentiate staff autos from public autos and allow Oracle to enforce the time limitations in the Development Agreement.

12. 13. Submit a written statement with the detailed development plan indicating how each of the required mitigation measures has been incorporated into the project.

13. 14. All submittals required with the Detailed Development Plan must be submitted prior to acceptance of a complete application.

15.16. Submit a specific construction phasing plan indicating the completion of such items as landscaping, pedestrian bridge, garage, decked parking, surface parking, and other site improvements; the limits of phased work, and the improvement areas to be completed with each building.

16. 17. Construct 80 parking spaces in close vicinity to the City park on lots #3 and #4 for use by park users during construction on these lots.
181

Page 6 of 8 ends

Exhibit “B”
Ordinance No. 2022-____
Island Park Conceptual Development Plan Amendment

LANE CONFIGURATION DETAIL
(included for convenience only – no change to Exhibit B to Ordinance No 935) 182

Page 7 of 8 ends

Exhibit “C”
Ordinance No. 2022-____
Island Park Lot Conceptual Development Plan Amendment
CONDITIONS OF APPROVAL – 401 ISLAND PARKWAY (APN 040-360-260) PA2021-0056

1. Permitted uses for the subject property shall be consistent with the Performance Standards for the Conceptual Development Plan Amendment listed in Exhibit A, included herein.

2. The permitted office uses within the two (2) approved 87,756 square foot buildings (401 and 501 Island Parkway) include the previously approved office uses, as well as the following:
research and development laboratory, life sciences, and related light industrial uses, provided that such additional uses do not include (1) handling, manufacturing, or storage of a hazardous substance at or above a threshold quantity listed in Title 22, California Code of Regulations, Section 2770.5 for use in a process that requires a risk management plan pursuant to the California Accidental Release Prevention Program or (2) handling or constructing a biological agents that are subject to Biosafety Level 3 and 4 protocols according to Biosafety in Microbiological and Biomedical Laboratories 6th Edition (2020), U.S. Department of Health and Human Services, Centers for Disease Control and Prevention and National Institutes of Health. All references to office buildings and office uses in the Detailed Development Plan, Use Permit and Design Review Approval adopted by the Planning Commission in Resolution 1999-1 (the “Oracle DDP”) shall be deemed also to refer to research and development laboratory, life sciences, and related light industrial uses in those two (2) approved buildings, such that the Oracle DDP remains consistent with the CDP as amended by this ordinance.

3. Future site development and modifications shall conform to the amended Conceptual Development Plan and the Detailed Development Plan date stamped December 28, 1998, and all subsequent amendments, including those herein. Necessary minor modifications to the approved plans may be made with the approval of the Director of Community Development.

4. The pedestrian bridge shall be constructed by the time of completion of Phase Two or, if that is not possible, a bond shall be provided guaranteeing bridge construction. Bicycle/pedestrian path segments on parcels in Phase Two shall be constructed with Phase Two buildings.

5. If allowed by BCDC, the plaza, path and bridge, shall be lighted at night in order to ensure public safety.

6. All previous Development Agreement, Conceptual Development Plan, Performance Standards, and Detailed Development Plan requirements and conditions of approval not in conflict with this amendment shall apply.

7. To ensure that mitigation measures are implemented, compliance with the adopted monitoring program is required.

8. No building permit for Phase Two office building construction shall be issued until compliance with the terms of the Detailed Development Plan and Development Agreement has been obtained as it applies to transportation improvements. If the transportation improvements contemplated under the Detailed Development Plan and Development 183

Page 8 of 8 ends

Agreement cannot be implemented, then the development approval, as it applies to Phase Two, shall be null and void.

9. Failure of the Redwood Shores Traffic Improvement District to be passed or to fund the traffic improvements specific to the Detailed Development Plan and Development Agreement, shall not release the applicant from causing these mitigating traffic improvements to be constructed, prior to or simultaneously with Phase Two office buildings.

10. Prior to the issuance of building permits for future improvements to the property, the property owners shall file with the Director of Community Development, on forms provided by the City, and acknowledgement that they have read, understand, and agree to these conditions of approval.

11. Prior to any construction, the applicant or a designated representative shall obtain all required building permits.

12. All construction and related activities (not including grading) may only be conducted during the hours of 8:00 a.m. to 5:00 p.m., Monday through Friday and 10:00 a.m. to 5:00 p.m., Saturdays. Grading may occur between the hours of 8:00 a.m. and 5:00 p.m. Monday through Friday. No construction activity (including grading) or related activities shall be allowed outside of the aforementioned hours or on Sundays and the following holidays: New Year’s Day, President’s Day, Memorial Day, 4th of July, Labor Day, Thanksgiving Day and Christmas Day. All gasoline powered construction equipment shall be equipped with an operating muffler or baffling system as originally provided by the manufacturer, and no modification to these systems is permitted.

13. Stationary construction equipment such as generators and compressors shall be located as far as possible from existing homes. Construction specifications shall require that heavy equipment remain on the project site to avoid disruptive noise caused by daily hauling of equipment on and off site. Equipment shall be properly maintained with adequate muffling to achieve the lowest possible noise levels.

14. Any future large-truck construction traffic shall be along a route established by approval of the Building Official. Damage to any public roads resulting from construction traffic to and from the project shall be repaired by the applicant as required by the Department of Public Works.

15. All activities shall be subject to the requirements of the Belmont Noise Ordinance.

16. No debris boxes or building materials shall be stored on the street.

17. In the event that this approval is challenged by a third party, the property owners and all assignees will be responsible for defending against this challenge, and agree to accept responsibility for defense at the request of the City. The property owners and all assignees agree to defend, indemnify and hold harmless the City of Belmont and all officials, staff, consultants and agents from any costs, claims or liabilities arising from the approval, including without limitation, any award of attorneys fees that might result from the third party challenge.
184
157362138.1
Attachment 6
401 Island Parkway, Belmont, CA
GPA and CDPA
Updated Project Description
(June 29, 2022)
B9 Island Parkway LLC seeks amendments to the City’s General Plan and the Island Parkway Conceptual Development Plan to enable Life Science uses to occupy the existing building at 401 Island Parkway, and to modify the building slightly.

I. GENERAL PLAN AMENDMENT
The project includes a General Plan Amendment (GPA) that would change the land use designation of the 401 Island Parkway site from “Office Commercial” to “Regional Commercial.” The Regional Commercial designation allows Research and Development Uses, which include Life Science uses. The GPA would merely extend that Regional Commercial designation that currently is applied to property in the area across Concourse Place to 401 Island Parkway, as follows:

II. CONCEPTUAL DEVELOPMENT PLAN AMENDMENT
The Conceptual Development Plan Amendment (CDPA) seeks to add life science uses to the already-permitted office uses. Because the amended CDP will limit uses to office and life science uses, it will still be the case that commercial uses, including regional retail, will not be permitted.

Life science uses, according to industry practice, typically consist of approximately 50% office and 50% lab use of a building. The lab use may involve more regulated hazardous materials than is typical for office uses, but local, state and federal and associated regulations already impose extensive restrictions on the use and handling of such substances. The proposed CDP amendment would limit the Life Science uses to those that do not involve the more dangerous hazardous materials as defined in these regulations.
185
- 2 -
157362138.1
The CDP includes provisions regarding uses at 501 Island Parkway, which is located in Redwood City, as well as 401 Island Parkway, because the two properties are part of an office campus that was proposed when the CDP was initially approved. The CDPA for this project would add the following text to the CDP:

The permitted office uses within the two (2) approved 87,756 square foot buildings (401 and 501 Island Parkway) include the previously approved office uses, as well as the following: research and development laboratory, life sciences, and related light industrial uses, provided that such additional uses do not include (1) handling, manufacturing, or storage of a hazardous substance at or above a threshold quantity listed in Title 22, California Code of Regulations, Section 2770.5 for use in a process that requires a risk management plan pursuant to the California Accidental Release Prevention Program or (2) handling or constructing a biological agents that are subject to Biosafety Level 3 and 4 protocols according to Biosafety in Microbiological and Biomedical Laboratories 6th Edition (2020), U.S. Department of Health and Human Services, Centers for Disease Control and Prevention and National Institutes of Health. All references to office buildings and office uses in the Detailed Development Plan, Use Permit and Design Review Approval adopted by the Planning Commission in Resolution 1999-1 (the “Oracle DDP”) shall be deemed also to refer to research and development laboratory, life sciences, and related light industrial uses in those two (2) approved buildings, such that the Oracle DDP remains consistent with the CDP as amended by this ordinance.

The project does not propose any expansion of the existing office uses, but only to use existing buildings for Life Science uses.

III. BUILDING MODIFICATIONS
The physical modifications at 401 Island Parkway consist of (a) ADA upgrades to the restrooms to meet current code requirements; (b) replacing and/or upgrading aged HVAC systems; and (c) upgrading an aged elevator system. The height of the building, the amount of glass, and other factors relevant to the Airport Land Use Plan will not change. These modifications only upgrade the exhibit building and would not involve any increase in square footage. 186
{3238-00012/01188549;2} 156973119.3
505 MONTGOMERY STREET, SUITE 620
SAN FRANCISCO, CA 94111
TELEPHONE: 415.814.6400
FACSIMILE: 415.814.6401
[email protected]

ATTORNEY NAME
DIRECT TEL: 415.243.2685
[email protected]

M E M O R A N D U M
TO: Cecily Barclay, Perkins Coie LLP
FROM: Zachary Walton, SSL Law Firm LLP
DATE: May 26, 2022
RE: Biomed Realty Supplemental Memorandum re 401 Island Parkway BioMed Realty has submitted applications to allow life science tenants to occupy an existing building at 401 Island Parkway. The existing 87,756 square foot building is currently approved for use as an office building. Office operations typically involve the handling of some hazardous substances. The introduction of Life Science uses likely will result in an increase in their use.

To reduce the risk such increased use could cause harm to the community, BioMed Realty proposes a 2-prong approach. First, Biomed Realty has proposed to add additional restrictions to its life science uses as follows:

The following uses are approved for the developed 87,756 square foot building at 401 Island Parkway: research and development laboratory, life sciences, and related light industrial uses; provided that such additional uses do not include (1) handling, manufacturing, or storage of a hazardous substance at or above a threshold quantity listed in Title 22, California Code of Regulations, Section 2770.5 for use in a process that requires a risk management plan pursuant to the California Accidental Release Prevention Program or (2) handling or constructing a biological agents that are subject to Biosafety Level 3 and 4 protocols according to Biosafety in Microbiological and Biomedical Laboratories 6th Edition (2020), U.S. Department of Health and Human Services, Centers for Disease Control and Prevention and National Institutes of Health.

Second, Biomed Realty has identified, through this memorandum, the myriad of laws, rules, regulations and regulating agencies that restrict the handling of hazardous materials and require 187
BMR SUPPLEMENTAL MEMORANDUM RE 401 ISLAND PARKWAY
May 26, 2022

Page 2 of 6 ends

{3238-00012/01188549;2}
planning for both routine handling and accidental spills. This regulatory structure currently applies to the office uses and similarly would apply to Life Science uses. It will ensure that any impacts associated with the handling of hazardous materials will be less than significant.

Hazardous Materials Management
Comprehensive and complementary federal, state, and regional requirements apply to accidental releases of hazardous materials with the potential to impact human health. Biotechnology research and development facilities that may handle such hazardous materials are subject to these regulatory requirements.

Cities and counties rely on these regulatory requirements to ensure that residents in surrounding communities are safe, including cities in San Mateo and Santa Clara counties. For example, South San Francisco concluded in 2022 that a 166,613 square-foot, 7-story, office/research and development building would not present significant hazardous materials impacts:

The proposed project would result in development and operation of an office and R&D building which may include laboratories and other research facilities that are likely to use, store or require the transportation and disposal of hazardous materials, depending on the particulars of the future tenant(s). The amount of type of hazardous materials may vary over time, which changes in research and additions to hazardous materials lists. These hazardous materials may include inorganic and organic chemicals, chemical reagents and reaction products, solvents, mercury, lead, asbestos, radioisotopes, biohazards, fuels, oils, paints, cleansers, and pesticides.

For the handling of hazardous materials during operations, the facility would be required to adhere to all applicable state and local regulations, seek consultation with the [San Mateo County Environmental Health Department (SMECD)], and apply for applicable permits. In addition, registration of the materials through the SMECD Hazardous Materials Business Plan Program would be required to ensure safe and responsible handling. … Therefore, with compliance with applicable regulations, the proposed project would not create a significant hazard for the public or the environment through the routine transport, use, or disposal of hazardous materials during operation and this impact would be less than significant.
101 Gull Drive Draft EIR at pp. 4-12, -13 (original emphasis).1 The city of Santa Clara reached a similar conclusion in 2021 for the Patrick Henry Drive Specific Plan, which permits residential development and research and development facilities in proximity to each other. Patrick Henry Drive Specific Plan Draft EIR at p. 10-182
; see, also, Patrick Henry Drive Specific Plan, Tables

4.2 and 4.3.
3 1 https://files.ceqanet.opr.ca.gov/273504-2/attachment/wIzvT-GGz6SamzwUXStKzkOIiRCT_PpDoDx7Kb1_AVxI5r_rM3sCXpBENG0d1QKFgWd7oMMenCZBUBg0. 2 https://www.santaclaraca.gov/home/showpublisheddocument/74663/637631533575670000. 3 https://www.santaclaraca.gov/home/showpublisheddocument/72222/637853554383230000. 188
BMR SUPPLEMENTAL MEMORANDUM RE 401 ISLAND PARKWAY
May 26, 2022

Page 3 of 6 ends

{3238-00012/01188549;2}
It would be unusual for a city to impose hazardous materials conditions that differ from existing legal requirements. In fact, California developed the Uniform Program (see below) precisely to avoid this circumstance. Moreover, most cities are not eager to devote resources and personnel to overseeing compliance with hazardous materials conditions, since those efforts would only duplicate those other existing agencies that already have regulatory expertise and oversight responsibilities.

Regulatory overview
There are multiple environmental regulatory requirements that apply to activities involving hazardous materials and biological agents. The discussion below focuses on regulatory requirements that apply to potential accidental releases from research and development facilities that could impact public health.

U.S. EPA and CalEPA
The United States Environmental Protection Agency (U.S. EPA) is responsible for administering the Emergency Planning Community Right-to-Know Act (EPRCA), which is the principal federal statute to minimize the risk of accidental releases of hazardous substances. See, 42. U.S.C. § 11001 et seq.

Congress passed EPCRA in 1986 in response to the 1984 disaster in Bhopal, India, which was caused by an accidental release of hazardous substances that killed or severely injured over 2,000 people. EPCRA, therefore, is intended to prevent loss of life to surrounding communities due to hazardous materials and industrial disasters. See, https://www.epa.gov/lawsregulations/summary-emergency-planning-community-right-know-act.

EPCRA requires states to form state emergency response commissions (SERCs) and Local Emergency Planning Committees (LEPCs) to plan for emergencies and coordinate with police, fire, public health, and other officials responsible for responding to emergencies. The California Environmental Protection Agency (CalEPA) administers EPCRA through the California Accidental Release Program (CalARP). See, Health & Safety Code (HSC) § 25531 et seq.4 EPCRA and CalARP
EPCRA and CalARP apply to businesses that handle hazardous substances above reportable quantities (RQs) that could significantly threat to human health or the environment due to their nature and volume if they are accidentally released. Id.

U.S. EPA has established RQs for hundreds of hazardous substances. See, 40 Code of Federal Regulations § 302.4. CalEPA lowered the RQs for certain hazardous substances and established RQs for other hazardous substances that are not subject to EPCRA. Title 19, California Code of Regulations § 2770.5. CalARP, therefore, is more protective of surrounding communities than EPCRA.
4 The California Office of Emergency Services (OES) previously administered the CalARP and Hazardous Materials Business Plan Programs.
189
BMR SUPPLEMENTAL MEMORANDUM RE 401 ISLAND PARKWAY
May 26, 2022

Page 4 of 6 ends

{3238-00012/01188549;2}
A facility that handles a hazardous substance above its RQ during an operation that may present a significant likelihood of an accidental release must prepare a Risk Management Plan (RMP) that evaluates the potential consequences of offsite releases. The RMP must include emergency and shelter-in-place plans. HSC § 25534.

Research and development facilities are unlikely to handle hazardous substances in quantities that require RMPs. BioMed Realty has proposed to limit the quantities of such substances as described above.

Certified Unified Program
CalARP is one of six programs that are subject to the Unified Program, which consolidated multiple environmental and regulatory programs so that local agencies consistently apply standards to protect human health and the environment. See, https://calepa.ca.gov/cupa/.

The consolidated programs that concern the accidental release of hazardous substances are CalARP, the Hazardous Materials Business Plan (HMBP) Program, and the Hazardous Materials Management Plan/Hazardous Material Inventory Statement Program. 5 CalEPA has delegated authority to Certified Uniform Program Agencies (CUPAs) to implement these programs. A local agency must demonstrate to CalEPA that it has the requisite skills and resources to serve as a CUPA. San Mateo County’s CUPA is the San Mateo County Health Department, Environmental Health Division. See, https://www.smchealth.org/hazardousmaterials-cupa.

Hazardous Materials Business Plans
The Hazardous Materials Business Plan (HMBP) Program applies to many more facilities than CalARP. It applies to commercial and industrial operations that handle hazardous materials except in de minimis quantities. See, HSC § 25503. 6
An HMBP assists first responders to locate and account for hazardous materials that may pose a threat to them and the surrounding community during an emergency.7 Id. at § 25503(b). HMBPs must account for the size and nature of the business, proximity to residential neighborhoods, and potential damage during an accidental release. Id. at § 25503(b)(2).

An HMBP must depict on a site maps where hazardous materials are located and include an inventory that categorizes them according twenty-four (24) hazard classifications based on 5 The Unified Program also includes the Aboveground Petroleum Storage Tank Program, Hazardous Waste Generator/Tiered Permitting Program, and the Underground Storage Tank Program. 6 Business plans are required for facilities that handle quantities of hazardous materials at any one time more than 55 gallons for liquids, 500 pounds for solids, or 200 cubic feet for compressed gas. See, HSC § 25507(a)(1).
7 A business that prepares a HMBP will be deemed to have met the California Fire Code requirement to prepare a Hazardous Materials Management Plan/Hazardous Materials Inventory Statement. HSC § 13143.9(b).
190
BMR SUPPLEMENTAL MEMORANDUM RE 401 ISLAND PARKWAY
May 26, 2022

Page 5 of 6 ends

{3238-00012/01188549;2}
physical characteristics (e.g., corrosive v. combustible) and health hazards (e.g., e.g., carcinogenicity v. respiratory). Id. at 25507.

HMBPs must include emergency response plans and procedures in the event of a hazardous materials release, procedures to mitigate and minimize potential harm to human health and the environment, evacuation plans, and training. HSC § 25505.

HMBPs must be uploaded to the California Environmental Reporting System (CERs) so that they are available to firefighters, health officials, planners, public safety officers, health care providers, and other regulatory agencies. HSC § 25508. CUPAs must prepare Area Plans for emergency response to actual or threatened releases of a hazardous material within their jurisdictions based on these HMBPs and additional information. Id. at § 25503.

San Mateo County Code
San Mateo’s County code implements the county’s HMBP Program. Title 4, San Mateo County Code, Chapter 4.92. A facility in San Mateo County that must prepare a HMBP must obtain a CUPA permit before it may store hazardous substances. Title, 4, § 4.92.050(a)(1). The CUPA may suspend a permit for a facility that presents an imminent hazard to public safety or the environment. Id. at 4.92.050(d)(3). Facilities that do not meet regulatory requirements are subject to civil fines. HSC § 25515.

The County code is more expansive than the HMBP Program. It applies to “[a]ny material which has been determined through testing or other objective means, to be likely to create a significant potential or actual hazard to public health, safety or welfare.” Title 4, § 4.92.030. It further provides that no facility may store any hazardous materials, regardless of quantity, “in a manner which causes or creates a significant risk of causing an unauthorized discharge[.]” Department of Health and Human Services
The Department of Human Health and Services (HHS) regulates the handling of biological agents primarily pursuant Public Health Security and Bioterrorism Preparedness and Response Act of 2002, Title 42, United States Code §§ 201 et seq. Facilities that handle select agents and toxins must register with HHS and prepare a biosafety plan. See, 42 Code of Federal Regulations (CFR) § 73.12. A biosafety plan must be based on the joint publication by the Centers for Disease Control and Prevention (CDC) and National Institutes of Health (NIH) “Biosafety in Microbiological and Biomedical Laboratories,” (BMBL), 6th edition (2020)8
. The BMBL provides guidance for
microbiological practices, safety equipment, and facility safeguards that protect laboratory workers, the environment, and the public from exposure to infectious microorganisms that laboratories store and handle.

The BMBL establishes Biosafety Levels 1-4 to identify safe handling and containment of biological agents. Biosafety Level (BSL)-1 concerns well-characterized agents and standard microbiological practices. BSL-2 concerns biological agents that pose moderate hazardous to personal and the environment and standard physical barriers including self-closing doors. BSLs-3 and 4 concern 8 https://www.cdc.gov/labs/pdf/CDC-BiosafetyMicrobiologicalBiomedicalLaboratories-2020-P.pdf. 191
BMR SUPPLEMENTAL MEMORANDUM RE 401 ISLAND PARKWAY
May 26, 2022

Page 6 of 6 ends

{3238-00012/01188549;2}
biological agents that present serious risks of injury or death that require substantial personal protective equipment (PPE) and physical barriers separation from access corridors and twoconsecutive self-closing doors. BMBL at Table 1.

Biomed Realty’s proposed restriction would prohibit tenants from handling biological agents subject to BSL-3 or 4. The restriction would only allow biological agents that do not pose significant risks or require substantial PPE or physical barriers.

Conclusion
U.S. EPA and CalEPA have established pursuant to EPCRA and CalARP reportable quantities for hazardous substances that based on their nature and volume present potentially significant risks to surrounding communities. Research and development facilities rarely manage hazardous substances at such quantities.

A Research and Development facility that does not manage hazardous substances above reportable quantifies typically must nevertheless prepare a HMBP to establish procedures to manage onsite hazardous substances safely. The HMBP must include provisions to protect against accidental releases that could impact occupants, first responders, and the surrounding community.

The San Mateo County code’s requirement to manage hazardous substances safely still applies in the unlikely event a research and development facility manages a hazardous substance that is not subject to the HMBP Program.

The requirement to prepare a biosafety plan according to the BMBL and the prohibition against handling BSL-3 and 4 biological agents ensure that biological agents that tenants may handle will not present significant risks to human health or the environment.

An additional layer of regulatory oversight by the city is unnecessary in the face of comprehensive regulatory oversight.
192
RESOLUTION NO. R. A , 313
RESOLlITION OF THE BELMONT REDEVELOPMENT AGENCY
AUTHORIZING EXECUTION OF AN OWNER PARTICIPATION AGREEl\IBNT AND

DEVELOPMENT AGREEMENT WITH THE CITY OF BELMONT,

ORACLE CORPORATION AND ORACLE SHORES ASSOCIATES, LLC,

AND MAKING FINDINGS IN CONNECTION THEREWITII
WHEREAS, the City Council of the City of Belmont (the "City Council'') has adopted and amended, from time to time, the Los Costanos Community Development Plan (the "Redevelopment Plan") for the Los Costanos Redevelopment Project Area (the " Project Area") located within the City of Belmont (the "City''); and
WHEREAS, the Belmont Redevelopment Agency (the "Agency") is vested with responsibility pursuant to the Community Redevelopment Law (Part I of Division 24 of the Health & Safety Code of the State of California) to implement the Redevelopment Plan in the Project Area; and
WHEREAS, Oracle Corporation and Oracle Shores Associates, LLC (collectively, Oracle Corporation and Oracle Shores Associates, LLC are hereinafter refezred to as the "Owner'') own certain real property within the Project Area and in Redwood City (the "Property"); and WHEREAS, the Owner has prepared, and the City has approved, a conceptual development plan (the "Conceptual Development Plan'') providing for the development and construction of a commercial office complex (the "Project") on the Property; and WHEREAS, the Owner's development and use of the Project pursuant to the Conceptual Development Plan will create substantial additional economic activity in the Project Area and additional sales and property tax revenues for the City and the Agency; and WHEREAS, the stimulation of economic development, including the development of commercial office buildings, in the Project Area is a goal of the Redevelopment Plan; and WHEREAS, the Agency has concluded that the Owner has the necessary experience, skill, and ability to carry out the commitments contained in the OP AIDA; and WHEREAS, to promote redevelopment in the Project Area and the development of the Property, the Agency and the City of Belmont (the "City") propose to enter into an Owner Participation Agreement and Development Agreement ("OP A/DA") with the Owner, setting forth various financial and development matters related to the development of the Property pursuant to the Conceptual Development Plan; and
WHEREAS, the City has prepared and certified as complete in accordance with the California Environmental Quality Act ("CEQA'') an environmental impact report for the Project (the "EIR") and the Agency has reviewed and considered the information in the EIR in approving the OP AIDA; and
458\39\114949.3 1
193
WHEREAS, the City Council adopted Resolution No. 8329 making findings of overriding considerations under CEQA with respect to traffic volumes for the first phase of the Project pending completion of traffic improvements and the staff has prepared additional CEQA findings attached hereto and incorporated in this resolution (collectively the "Findings''); and WHEREAS, at a meeting on September 15, 1998, the City's Planning Commission (the "Planning Commission'') held a noticed public hearing on the proposed OP A/DA, considered the OP AIDA, and recommended that the OP AIDA be approved.

NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS:

Section 1. The Agency hereby adopts the Findings and further finds that there are no feasible alternatives or alternative mitigation measures within the powers of the Agency that would substantially lessen or avoid any significant effect the Project would have on the environment except as set forth in Resolution No. 8329 with respect to the traffic volumes for the first phase of the Project and, with respect to that impact, the Agency hereby adopts the findings of overriding consideration in Resolution No. 8329 and as • further consideration finds that the schedule for traffic improvements will provide financial benefits to implementing the Redevelopment Plan by making available to the Agency funds that might otherwise been used for those traffic improvements.

Section 2. The Agency hereby approves the OP A/DA, authorizes the Agency Chair or the Executive Director to execute it on behalf of the Agency, and authorizes the Executive Director or his designees to take all necessary and proper actions to implement the OP AIDA and meet the Agency's obligations thereunder.

Section 3. This Resolution shall take immediate effect from and after its passage and approval.
458\39\114949.3 2
194
I HEREBY CERTIFY that the foregoing resolution was introduced at a regular meeting , of the Belmont Redevelopment Agency held on October 20 , 1998 by Agency member Fe i echac b who moved for its adoption and passage by the following vote:

AYES: Feierbach, Hahn, Cook, Rianda
NOES: None
ABSTAIN: Della Santina
ABSENT: None
APPROVED:
'-hlYd k ~~4-zr CHAIR o 'nm BELMONT

REDEVELOPMENT AGENCY
458\3!"114949.3 3
195
Kea~velopment ~eso • .lJ
Attacr,ment. ·

STATEMENT OF FEIR FINDINGS
Whereas the following significant effects were identified in the FEIR, and changes or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the significant environmental effects· as identified in the FEIR, with the exception of short-term traffic impacts associated with the construction of Phase I prior to construction of traffic mitigations, and these changes and alterations are outlined below for each significant impact:

Significant Impact 1 .- San Carlos Airport Air Space Safety Mitigation incorporated - Building height reduced from seven stories to four stories. Impacts to airport safety have been reduced to less than significant.

Significant Impact 2. Air Quality, Dust, and Noise During Construction Mitigation incorporated - Dust abatement measures and limited hours of construction required in project conditions of approval. Pile driving to be accomplished with double teams to reduce overall construction time period for this activity and pre-drill holes to reduce number of blows. Project is required to cover all dirt hauling trucks, sweep paved areas, and water site at least twice, daily. These measures will reduce air quality, dust, and noise impacts to a level less than significant by using all practical measures to control dust and noise impacts while still being consistent with construction of the project.

Significant Impact 3. Bridge Aesthetic Impacts on Views Mitigation incorporated - Bridge railings and supports will be open in design and bridge color will complement slough setting. This design will reduce the amount of structure visible. By using light and airy steel work the bridge will be much more pleasing to the eye. The increased beauty of the bridge will result in any negative aesthetic impacts on views being reduced to a level of insignificance, and will actually enhance views by providing a complementary element to the Bay Trail reflective of its recreational use.

Significant Impact 4. Parking Structure Aesthetic Impacts on Views Mitigation incorporated - Parking structure has been redesigned to reduce building mass and relate more to the pedestrian. This is accomplished by the incorporation of corner elements and solid panels near each corner to ·-
196
create three textures rather than one single texture. The modified entry will be inviting to pedestrians. This more interesting design will reduce any aesthetic impacts to views to a level less than significant.

Significant Impact 5. Intersection and Freeway LOS Impacts - Near Term Mitigation incorporated - New roadway access to buildings, new intersection and new freeway interchange to be in place prior to completion of Phase U-, This mitigation will result in the necessary transportation infrastructure being in place at a time when the additional project traffic is generated. As a consequence there will be sustained pr improved levels of service and any impacts from project traffic will be reduced to a level of insignificance.

Significant Impact 6. Intersection and Freeway LOS Impacts - Near Term Mitigation not incorporated - Roadway improvements postponed for Phase I but funded. See finding of overriding consideration following.

Significant Impact 7. Intersection and Freeway LOS Impacts - Long Term Mitigation inc;orporated - New access road, intersection, north-bound freeway on-ramp and new freeway ,interchange required prior to construction of Phase II. See Impact 5 above.

Significant Impact 8. Intersection and Freeway LOS Impacts - Long Term Mitigation not incorporated - Roadway improvements postponed for Phase I but funded. See finding of overriding consideration following.

Significant Impact 9. Site access and internal circulation safety and sight distance.

Mitigation incorporated - Median cut incorporated into design for site B-104, exiting movements limited to right turns only, employee education or speed humps in parking lot required, widen parking isles, and modify parking lot design to maximize 90 degree intersections. These mitigations will reduce left-tum conflicts, and reduce the potential for auto to auto and auto to pedestrian accidents, thereby reducing impacts to a level of less than significant.

Significant Impact 10. Parking Impacts from Insufficient Phase I Parking and Impacts associated with use of Public Sports Complex.

Mitigation incorporated - Parking increased for Phase I with addition of 197
one level to proposed parking garage. Eighty dedicated public parking spaces have been incorporated into Phase II parking to be available during peak park usage. This parking arrangement will allow for accommodation of both park users and office employees thereby reducing parking impacts to a level of less than significant.

Significant Impact 11. Earthquake-Induced Ground Shaking and Differential Settling.

Mitigation incorporated - Geotechnical recommendations incorporated into structure designs. Pattern of long-term settlement to be calculated and underground utilities lines designed to maintain positive flow. Pile supported foundations to be used. Flexible pipe couplings to be used, levee extension to be engineered in accordance with geotechnical engineer recommendations. As a result of the incorporation of state-ofthe-art engineering recommendations and mitigations impacts from design standard earthquakes and differential settling will be reduced to a level of insignificance since the buildings will be designed to react in earthquakes in a way that takes into consideration their orientation and shape as well as construction materials and methods, and differential settling will be reduce by use of pile foundations and the calibration of settling beings used when determining the amount of flexibility to use in utility line hook-ups.

Significant Impact 12 . Construction-Induced Release of Refuse-Generated Gasses.

Mitigation incorporated - Replace and recompact existing impermeable clay cap over abandoned landfill that is disturbed by grading, contain and dispose of all refuse encountered, and gas detection and breathing device equipment to be continually available. Since only a portion of the site was used as a land fill, and this fill was household in nature and not industrial, the use of a clay cap to contain refuse, the standard disposal required by State regulations, and the availability of breathing equipment which would only be used in unusual circumstances not expected to occur, and which have not occurred with other construction projects on this same land fill, will reduce any potential impacts to a level of insignificance.

Significant Impact 13. Long-Term Refuse-Generated Gas Accumulation.

Mitigation incorporated - Passive gas venting system to be incorporated into affected buildings. This systems has been successfully used with other construction on the same land fill and is expected to function equally well with the subject development. As a result, this potential -·
198
impact will be reduced to a level of insignificance.

Significant Impact 14. Drainage Capacity, Water Quality Degradation, Flooding, and point-source pollution.

Mitigation incorporated - The project design will verify capacity and upgrade drainage system as necessary, extend existing levee around the perimeter of lot 8104 ~nd install with a minimum top elevation of 8.0 MSL, incorporated best management practices into erosion control plan as an integrated part of the grading plans, install pollution-interception type drainage inlets in all parking areas, and the project will provide a pavement cleaning maintenance service to reduce oil runoff. Therefore, impacts will be reduced to a level of insignificance.

Significant Impact 15. Utility Capacity Impacts
Mitigation incorporated - To reduce water utility impacts the project will utilize water efficient irrigation and drought-tolerant landscaping. The project will complete the loop water line as needed by constructing a 12- inch water line connection. The project will fund a fair-share of future sewer plan expansion through payment of connection fees based on water usage. The sewer pump station will be pressure tested to verify maximum flow efficiency of at least 334 gpm. The existing pump station will be upgraded if necessary from the current 325 estimated capacity.

Trash recycling areas will be incorporated into the buildings. Therefore, impacts will be reduced to a level of insignificance.

Significant Impact 16. Vegetation and Wildlife.

Mitigation incorporated - Pedestrian bridge footings will be set back from to of bank and avoid the full tidal zone. Filled wetland (b104) will be mitigated in a 2: 1 ratio by restoration of a site known as B 105 north of the subject site. This will reduce disruption of land subject to tidal action to a minimum, with reduced impact on wildlife and plants living along the shore. Therefore, impacts will be reduced to a level of insignificance.

Whereas, the City intends to permit Phase One of development, consisting of 175,000 sq.ft. of office space to be constructed in Belmont and Redwood City prior to construction of mitigating roadway improvements, including a direct access to Island Parkway from Marine Parkway, and the project will generate increased volumes at the Marine parkway/Oracle Parkway(west) intersection by more than two percent during PM peak traffic hours; and,
Whereas, this increment represents a "significant adverse impact on intersection 199
operation based on significance criteria contained in the FEIR" (pg. 285}; and, Whereas, volumes above peak-hour signal-warrant criteria levels at the a/1-waystop Oracle Parkway/Island Parkway intersection would occur without the planned roadway improvements and this would also be considered a significant effect; and, Whereas, both of these traffic impacts would be short term, thereby leaving a possible gap of about one year between Phase One office construction and the time roadway improvements are completed; and,
Whereas, proceeding with the projed and allowing completion of Phase One prior to completion of roadway improvements have several balancing and off-setting factors, including:
• Earlier of $50,000 Improvements to the Sports Complex Park. • Earlier completion of City Hall Earthquake Retrofit.
• Earlier completion of the New Police Facility.
• Earlier Funding of needed firefighting capabilities.
• Earlier completion of the last link of the Bay Trail in Island Park. • Guarantee of funding for direct access to Island Park. • Additional redevelopment revenue to assist in blight elimination. • Additional funding for the Belmont School District.
• Provision of additional employment opportunities.
• Additional support for downtown businesses.

Whereas, the following project alternatives are infeasible due to the factors identified with each alternative below:

Alternative A. No project
Infeasible due to - not providing employment opportunities for highly trained workers and not a legal option pursuant to legally binding owner participation agreement, pursuant to section 15091(a)(3). Additionally, the economic benefits and the transportation improvements incorporated into the project would not occur. The City would then have no way of financing transportation improvements which will be needed with or without Oracle.

Alternative B. Develop under current 175,000 sq.ft. entitlement.

Infeasible due to - this project would create a significant traffic impact without the capability of generating_ sufficient funds to pay for needed long-term traffic improvements. Additionally, the economic benefits associated with the project would be significantly less. The City would then have no way of financing transportation improvements which will be needed with or without Oracle.

Alternative C. Reduced 221,400 sq. ft. project.

Infeasible due to - this project would create a significant traffic impact without 200
the capability of generating sufficient funds to pay for needed long-term traffic improvements. Additionally, the economic benefits associated with the project would be significantly less. The City would then have no way of financing transportation improvements which will be needed with or without Oracle. This alternative would also not provide sufficient employment opportunities for highly trained workers as demonstrated by the current under-supply of high tech office space in the area.

Alternative D. Reduced 330,400 sq.ft. project.

Infeasible due to - the project would, in and of itself, not be of sufficient size to generate funding for needed roadway improvements. This alternative would also not provide sufficient employment opportunities for highly trained workers as demonstrated by the current under supply of high tech office space in the area. The economic benefit to the community which would serve to generate income necessary to serve the Island Park area and pay for additionally needed interchange improvements would not be sufficient for this scaled down alternative.

NOW, THEREFORE, BE IT RESOLVED, that the City Council hereby makes a finding of overriding consideration pursuant to Section 15093 and finds that the aforementioned economic and public safety benefits outweigh the significant unmitigated short-term traffic impacts.

NOW, THEREFORE, BE IT FURTHER RESOLVED. that a mitigation monitoring program is a condition of project approval and the custodian of records for these proceedings is the City Clerk of the City of Belmont located at City Hall 1070 Sixth Street, Belmont Ca 94002.
,,
201
458\39\114246.4
REDEVELOPMENT AGENCY RESOLUTION 31:

OWNER PARTICIPATION AGREEMENT
AND

DEVELOPMENT AGREEMENT
by and among

THE BELMONT REDEVELOPMENT AGENCY

THE CITY OF BELMONT

ORACLE CORPORATION
and

ORACLE SHORES ASSOCIATES, LLC
Dated as of October 27, 1998
ORDINANCE No. 9:
202
TABLE OF CONTENT$
ARTICLE 1. DEFINITIONS AND EXHIBITS ................................. · ............................................. 2

1.1 Definitions ...................................................................................................................... 2

1.2 Exhibits .......................................................................................................................... 4 ARTICLE 2. DlJRATION ............................................................................................................... 4 ARTICLE 3, SCOPE OF APPROVED PROJECT; CONCEPTUAL PLAN
APPROVAL ........................................................................................................................ 5

3.1 Permitted Uses ............................................................................................................... 5

3.2 Density, Height and Size ofDevelopment. .................................................................... 5

3.3 Pedestrian Bridge ........................................................................................................... 7

3.4 Island Parkway Pedestrian Pathway .............................................................................. 9

3.5 Relationship of Development Phases to Traffic Improvements .................................... 9

3.6 Parcel B-104 ................................................................................................................... 9

3. 7 Development of Project. .............................................................................................. 10

3. 8 Building Codes ............................................................................................................ 10 ARTICLE 4. INITIAL p A YMENTS ............................................... ' ............................................ 10 ARTICLE 5, DIRECT ACCESS IMPROVEMENTS AND FUNDING ............................ : ......... 11 5 .1 Description of Direct Access Improvements .............................................................. .11

5.2 Funding for Direct Access Improvements ................................................................. ;. l l

5.3 Planning and Construction of Direct Access Improvements ....................................... 12 5 .4 Payment for Direct Access Improvements .................................................................. 13 5 .5 Additional Construction Costs .............................................................................. •••• .. -.13

5. 6 Inability to Construct Direct Access Improvements .................................................... 14 ARTICLE 6, SALES TAX. PAYMENTS ...................................................................................... 14

6.1 Definitions ............................................................................................................. •······ 14

6.2 Annual Sales Tax Payments ................................................................................... • ..... 15 458\39\114246.4 203

TABLE OF CONTENTS
( continued)

6.3 Accounting ................................................................................................................... 15

6.4 Other Tax Payments ..................................................................................................... 16

6.5 Obligation Does Not Burden the Property ................................................................... 16 ARTICLE 7, RECREATIONAL FACILITY PARKING ............................................................. 16 ARTICLE 8, CITY'S REPAYMENT OBLIGATIONS ................................................................ 16

8.1 City Payments to Owner .............................................................................................. 16

8.2 Benefits Personal to Owner ......................................................................................... 17 ARTICLE 9, RESTRICTIONS ON PROPERTY ......................................................................... 18

9.1 Use of the Property ............................................ : ......................................................... 18

9.2 Prohibition on Discrimination ................................. t ........................................................................ 18 , ARTICLE 10, REMEDIES ............................................................................................................ 18 ARTICLE 11, GENERAL PROVISIONS .................................................................................... 19

11.1 Notices, Demands and Communications ................................................................... 19

11.2 Non-Liability of Specified Rq,resentatives ................................................ : .............. 19

11. 3 Estoppel Certificates .................................................................................................. 19

11.4 Periodic Review . ........................................................................................................ 20

11. 5 Certificate of Satisfaction .......................................................................................... 20

11.6 Obligation of Owner .................................................................................................. 20

11. 7 Transfers ................................................................................................................ • ... 21

11.8 Adnnnistrative Expenses ................................................................................... • ....... 21

11.9 Title of Parts and Sections ......................................................................................... 21

11.10 Severability .............................................................................................................. 21

11.11 Legal Actions ......................................................................................................... • .21

11.12 Binding Upon Successors ........................................................................................ 21 458\39\114246.4 11 204

TABLE OF CONTENTS
( continued)
f.w

11.13 Parties Not Co-Venturers ......................................................................................... 22

11.14 Entire Understanding of the Parties .................................................................. ; ...... 22

11.15 Standard of Approvals ............................................................................................. 22

11.16 Anlendment or Cancellation .................................. ~ ................................................. 22 1 1. 1 7 Mortgagee Protection; Certain Rights of Cure ........................................................ 22

11.18 Changes in Law ........................................................................................................ 23

11.19 Recordation of Agreement. ...................................................................................... 23

11.20 Applicable Law ......................................................................................................... 23

11.21 Indemnification ........................................................................................................ 23

11.22 Existing Agreement. ................................................................................................ 23

EXHIBIT A PROPERTY DESCRIPTION
EXHIBIT A-1 MAP OF PROPERTY

EXHIBITB AREA WIDE IMPROVEMENTS

EXHIBITC DIRECT ACCESS IMPROVEMENTS

EXHIBITD SITE PLAN

EXHIBITE CONCEPTUAL DEVELOPMENT PLAN
EXHIBITF PHASE 1 AREA WIDE IMPROVEMENTS
EXHIBITG PARCEL B-i 04 DEED RESTRICTION

EXHIBITH PARKING PLAN
458\39\114246.4 111 205

OWNER PARTICIPATION AGREEMENT
AND

DEVELOPMENT AGREEMENT
This Owner Participation Agreement and Development Agreement (the "Agreement") is made as of October 27, 1998, by and among the BELMONT REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"), the CITY OF BELMONT, a municipal corporation ("City"), ORACLE CORPORATION, a Delaware corporation ("Oracle"), and ORACLE SHORES ASSOCIATES, LLC, a California limited liability company ("OSA'') (Oracle and OSA.are collectively referred to herein as "Owner"). This Agreement affects the rights and obligations of the parties with respect to the development of a portion of th.e Island Park section of the City of Belmont.

RECITALS
A. Oracle Shores Associates owns the port.ion of the Property (as defined below) referred to as Parcel B-104 (as defined below). Oracle Corporation owns the balance of the Property. The Property is more particularly described in the attached Exhibit A. The Property is located within the City except for Parcel B• l 04, which is immediately adjacent to the City boundary but is located in the City of Redwood City. The portion of the Property in the City is also in the Project Area (as defined below) governed by the Redevelopment Plan.

8. Owner desires to develop the Property and, to that end, has prepared a Conceptual Development Plan for the Property providing for development of approximately 410,000 square feet of office uses on the Property.

C. The City has prepared an environmental impact report ("BIR") on the development proposed in the Conceptual Development Plan and on July 14, 1998, the City Council adopted Resolution No. 8304 certifying the EIR. as complete in conformance with the California Environmental Quality Act ("CEQA").

D. On August 11, 1998, the City Council adopted on first reading Ordinance No. 935 (the "Plan Ordinance"). The Plan Ordinance amended the then existing conceptual development plan for the Property to replace it with the Conceptual Development Plan. The Plan Ordinance was approved on second reading on August 25, 1998, and became effective thirty days thereafter.

E. On August 11, 1998, the City Council approved Resolution No. 8329 adopting findings of overriding considerations for provisions of the Plan Ordinance, which permit the first phase of development of the Property as contemplated by the Co~ceptual Development Plan to go forward prior to the construction of certain public improvements.

F. Th~ Plan Ordinance is conditioned on the Owner entering into an agreement with the Agency and the City setting forth their agreements regarding various financial and 458\39\ 114246.4 1 206
development matters related to development of the Property. This Agreement is intended to satisfy that condition ..

G. This Agreement is intended to provide benefits to the Owner on the one hand and the Agency and City ort the other. For the Owner, this Agreement provides certainty as to the parameters of the development of the Property and the related public improvements. For the City and the Agency, this Agreement provides assurance that the Property will be developed in a manner that will benefit the citizens of the City through development of uses that will result in increased sales tax and property tax for.the City and Agency and assurance that the public improvements including traffic improvements necessary to serve development of the Property will be cQnstructed in conjunction with full development of the Property.

H. On September 15, 1998, the Planning Commission held a public hearing on this Agreement and adopted Resolution 1998-43 recommending to the City Council that this Agreement be approved.

I. The Agency is responsible under the California Community Redevelopment Law for implementing the Redevelopment Plan. The goals of the Redevelopment Plan include buildings consistent with the general plan of the City. This Agreement and the development of the Property in accordance with the Conceptual Development Plan will foiward the goals Qf the Redevelopment Plan.

J. . On October 20, 1998, the Agency Board considered this Agreement and adopted Resolution No. 313 approving this Agreement and authorizing the Executive Director to execute it on behalf of the Agency.

K. On October 20, 1998, the City Council considered this Agreement and adopted at first reading Ordinance No. 937 {the "DNOPA Ordinance") approving this Agreement and authorizing the City Manager to execute it on behalf of the City. On October 27, 1998, the City Council adopted the DNOPA Ordinance on second reading.

L. The Agency, City and Oracle had previously entered into an Owner Participation Agreement dated November 26, 1996. This Agreement is intended to supersede that earlier agreement.

NOW, THEREFORE, the Agency, the City and the Owner agree as follows:

ARTICLE t,

DEFINITIONS AND EXHIBITS

1.1 Definitions. Definitions. In addition to the terms defined elsewhere in this Agreement, the following capitalized words shall have the following meanings:
458\39\ 114246.4 z 207

1.1.1 "Agency" shall mean the Belmont Redevelopment Agency, a public body corporate and politic, organized and existing pursuant to the California Community Redevelopment Law (Health and Safety Code Sections 33000, et seq.).

1.1.2 "Agency Board" shall mean the governing body of the Agency. . 1.1. 3 "Agreement" shall mean this Owner Participation Agreement and Development Agreement.
· l.1.4 "Areawide Improvements" shall mean (i) the road improvements shown on the attached Exhibit B including intersection improvements to Marine Parkway, the construction of a partial cloverleaf interchange at the Ralston A venue/ 101 interchange, and improvements to the northbound freeway on-ramp at the Ralston/101 interchange, and (ii) the northbound auxiliary lane on Highway 101 from the Ralston Avenue entrance.

1.1.5 "City" shall mean the City of Belmont, California, a municipal corporation, operating through its city council and its various departments.

1.1.6 "Conceptual Development Plan" shall mean the plan for the improvement of the Property approved by the City under Ordinance No: 93S which Conceptual Development Plan and exhibits thereto is attached to this Agreement as Exhibit E. ·

1.1. 7 "Direct Access Improvements" shall mean the road improvements connecting Island Parkway with Marine World Parkway as shown and described in the attached Exhibit C. The Direct Access Improvements shall include bike lanes on the newly constructed portion oflsland Parkway.

1.1.8 .
19Jmprovements" shall mean the improvements Owner is to develop on the Property pursuant to this Agreement, which improvements are to consist of four office buildings in the aggregate containing 410,000 square feet, other improvements on the Property including surface par.king, parking structures, landscaping, and means of vehicular and pedestrian access to and circulation around the Property.

1.1.9 "Owner" shall mean Oracle Corporation, a Delaware corporation, and Oracle Shores Associates, LLC, a California limited liability company. Oracle Corporation owns 55% of the interests in Oracle Shores Associates, LLC.

1.1.10 "Parties" shall mean the Agency, City and Owner.

1.1.11 "Phase 1 Initial Permit Issuance Date" shall mean the date that the first construction permit is issued by the City for any work included in the Phase 1 Development.

1.1.12 "Phase 1 Site" shall mean that portion of the Property more particularly described in the attached Exhibit A and designated as Phase 1 on the map attached hereto as Exhibit A-1.
458\39'.114246.4 3 208

1. 1.13 "Phase 2 Site" shall mean that portion of the Property more particularly described in the attac~ed Exhibit A and designated as Phase 2 on the map attached hereto as Exhibit A-1.

1.1.14 11Project Area" shall mean the Los Costanos Redevelopment Project Area as more particularly described in the Redevelopment Plan.

1.1.15 "Property" shall mean the real property shown on the Conceptual Development Plan and more particularly described on Exhibit A attached hereto.

1.1.16 "Redevelopment Plan" shall mean the Los Costanos Community Development Plan, adopted by the City Council of the City of Belmont pursuant to the California Community Redevelopment Law by Ordinance No. 692, dated November 24, 1981, which original plan was amended and restated by the First Amended and Restated Los Costanos Community Development Plan by Ordinance No. 849 dated September 10. 1991, incorporated herein by reference, as it now exists or may hereafter be amended.

1.1.17 "Site Plan" shall mean the plan for the layout of the Improvements included as part of the Conceptual Development Plan and attached hereto as Exhibit D.

1.2 Agreement:

Exhibits. The following exhibits are attached to and incorporated into this Exhibit A - Property Description
Exhibit A-1 - Map of Property
Exhibit B - Areawide Improvements
Exhibit C - Direct Access Improvements
Exhibit D - Site Plan
Exhibit E - Conceptual Development Plan
Exhibit F - Phase 1 Areawide Improvements
Exhibit G - Parcel B-104 Deed Restriction
Exhibit H - Parking Plan
ARTICLE 2,

DURATION
The duration of this Agreement shall be for a tenn of twenty-five (25) years from the date the DNOP A Ordinance becomes effective. If the DNOPA Ordinance is subjected to referendum, this Agreement shall become effective only upon approval of the DA/OPA Ordinance at the referendum election.
458\39\114246.4 4 209
ARTICLE 3,
SCOPE OF APPROVED PROJECT; CONCEPTUAL PLAN

APPROVAL
3 .1 Pennitted Uses. The pennitted uses of the Property shall be those uses described in the Conceptual Development Plan. With respect to the office buildings to be developed on the Property as provided for in the Conceptual Development Plan, such buildings may include ancillary uses and facilities commonly associated with the headquarters complex of a hightechnology company, including, without limitation, food service and dining facilities, employee lounges and common areas, personal service amenities for employees ( such as a mail service location, satellite banking facility or ATMs, and laundry and dry-cleaning pick-up and delivery), classrooms and meeting rooms, software development and demonstration rooms, and technical support and service areas.

3.2 Density, HeiilJt and Size ofDevelapment. The maximum development density on the Property shall be 410,000 square feet of building space, as provided for in the Conceptual Development Plan. The Property shall be developed in two phases, as described below.

3.2.1 Phase I Development. Phase 1 shall consist of the integrated development of Lot 1 and Parcel B-104, as generally shown on the Site Plan. Phase 1 shall consist of the following improvements (the "Phase 1 Improvements"):

3.2.2.1 Office Buildinss- The Phase 1 Improvements will include two four-story office buildings. Each office building will contain 87,500 square feet of space, for a total of 175,000 square feet of space in Phase 1. One office building is to be built on Lot 1 and one office building is to be built on Parcel B-104. Each building will have a rooftop mechanical penthouse. The rooftop mechanical penthouse shall be designed in a manner such that it will not be generally visible from ground level in the vicinity of the building and shall not be counted as part of the building square footage.

3.2.2.2 Parkin&. The parking ratio for the PJ:iase 1 Improvements will be not less than three (3) parking spaces per 1,000 square feet of space in the Phase 1 office buildings, resulting in at least S2S parking spaces. Such parking will be provided by means of (i) a parking structure containing three levels of parking including a level at or near grade level, and (ii) grade level surface parking, as generally shown on the Site Plan. The parking structure will be located on Parcel B-104 and will contain approximately 330 parking spaces with the exact number of spaces to be determined by the approved Detailed Development Plan and the approvals of the City of Redwood City. The balance of the Phase 1 parking will be at grade level surface parking.

3.2.2.3 Landsca.pins; Bay Trail. The Phase 1 Improvements will include a landscaped plaza between the office buildings to be built on Lot 1 and Parcel B-104, as well as general landscaping throughout the balance of the Phase 1 Site. In addition, the Phase 1 Improvements will include the development of a pedestrian and bicycle trail within the 458\39\ 114246.4 s 210
jurisdictional area of BCDC adjacent to the Belmont Slough that will be part of the Bay Trail network and will connect with the existing trail _that runs along the Belmont Slough.

3.2.3 Phase 2 Develgpment. Phase 2 shall consist of the integrated development of Lots 3 and 4 and the construction of a parking structure on Lot 5, as generally shown on the Site Plan. Phase 2 shall consist of the following improvements (the "Phase 2 Improvements"):

3.2.3.1 Office Buildin~s. The Phase 2 Improvements will include one six-story office building and one five-story office building on Lots 3 and 4. The six-story building will contain 132,480 square feet of space and the five-story building will contain _102,520 square feet of space, for a total of 235,000 square feet of space in Phase 2. Each building will have a rooftop mechanical penthouse. The rooftop mechanical penthouse shall be designed in a manner such that it will not be generally visible from ground level in the vicinity of the building and shall not be counted as part of the building square footage.

3.2.3.2 Parkin&- The Phase 2 Improvements will include a parking structure on Lot 5 containing four levels of parking including the level at or near grade level with a total of 472 parking spaces in the structure. Lots 3 and 4 will include surface parking for 293 cars, as generally shown on the Site Plan. In order to assure that the parking provided for in Article 7 below is available at the earliest possible time, the initial construction of the Phase 2 Improvements shall include the construction of 80 surface parking spaces. The initially constructed spaces may be permanent or temporary spaces made available until the perm.anent spaces are completed. If those initially constructed 80 spaces are permanent, they shall be the spaces closest to the City recreation facilities adjacent to Lots 3 and 4. If those 80 spaces initially are temporary spaces~ they shall be located as close as possible to the City recreation facilities adjacent to Lots 3 and 4.

3.2.3.3 Landscapin&; Bay Trail. The Phase 2 Improvements will include a water feature (reflecting pool), as generally shown on the Site Plan, as well as general landscaping throughout the balance of the Phase 2 Site. In addition, the Phase 2 Improvements will include the development of a pedestrian and bicycle trail on Lot S that will be part of the Bay Trail network and will connect with the existing trail that runs along the Belmont Slough. 3 .2.4 Detailed Development Plan. The Site Plan is intended to be a general depiction of the layout of the Improvements. The final building locations, architectural details of the office buildings and parking structures, landscaping, plaza and water feature details, and th~ other site improvements for the Improvements will be shown on the Detailed Development Plan for the development of the Property that will be subject to review and approval by the City. The Detailed Development Plan shall be consistent with the Conceptual Development Plan and the terms of this Agreement. Provided the Detailed Development Plan is consistent with the Conceptual Development Plan and the tenns of this Agreement, the City shall not disapprove the Detailed Development Plan or other subsequent discretionary pennits or approvals because of aspects of the development that are consistent with the Conceptual Development Plan and this Agreement, including building height, building square footage, amount of parking, and scope of the Direct Access Improvements and Areawide Improvements. In addition, the City shall not condition approval of the Detailed Development Plan or other subsequent discretionary permits 458\39\ 114246.4 6 211
or approvals on Owner making changes to the Detailed Development Plan that would make it inconsistent with the Conceptual Development or this Agreement or on construction of or payment of fees for Ci\y off-site public improv~ents and payments in addition to the improvements and payments contemplated by the Conceptual Development Plan and this Agreement. Except as provided in the previous sentence, in considering the Detailed Development Plan, the City may approve, disapprove or condition the Detailed Development Plan or other subsequent discretionary pennits or approvals based on the specific design of the development as shown in the Detailed Development Plan including the matters specified in Performance Standards included in the Conceptual Development Plan and the standards that apply under the applicable City ordinances.

3.2.S Pennits and Other Agproyals. The City agrees to cooperate and use the City's best efforts to accommodate the Owner in timely processing the Detailed Development Plan and building permit applications and other permits, applications and similar documents related to the development of the Property. The City shall also cooperate with Owner and assist Owner in obtaining the necessary permits and approvals that may be required from other governmental authorities for the development of the Property.

3.3 Pedestrian Bridie- The Conceptual Development Plan includ~s a bridge over the Belmont Slough to the land adjacent to Oracle Parkway for use by pedestrians, bicycles and small motorized service carts (the "Pedestrian Bridge"). The Pedestrian Bridge shall be. subject to the following terms and conditions:

3.3.1 Detailed Deyelapment Plan. The desired location of the Pedestrian Bridge shall be shown on the Detailed Development Plan. Any change in the location of the Pedestrian Bridge following approval of the Detailed Development Plan shall require the City's approval, which approval shall not be unreasonably withheld. With respect to such potential change in the location of the Pedestrian Bride, whether required in order to obtain the necessary government approvals, to keep the cost thereof within the parameters specified in Section 3.3.2, or otherwise, the parties acknowledge and agree that an acceptable alternative would be the modificatiQn of the existing Isl~d Parkway bridge that spans the Belmont Slough south of Parcel B-104 to accommodate pedestrians and bicycles, as well as automobiles.

3.3.2 ,Cmt. The maximum cost for the design and construction of the Pedestrian Bridge, exclusive of permit costs, shall be $400,000 (the "Maximum Amount"), as that amount may be increased as provided hereinbelow. If the Pedestrian Bridge as approved by the applicable governmental authorities would cost more than the Maximum Amount, Owner shall not be required to construct the Pedestrian Bridge unless it could be redesigned or relocated to reduce the total cost thereof to an amount not in excess of the Maximum Amount, and in such case Owner shall endeavor in good faith to achieve such cost reduction. The Agency and Owner shall cooperate with the City in making good faith efforts to obtain funding for the construction of the Pedestrian Bridge and connecting pathways from sources other than Owner, the City or Agency ("Third Party Funds"). In the event the City is successful in obtaining Third Party Funds, the Maximum Amount shall be increased by the amount of such Third Party Funds in excess of $150,000.
458\39\ 1142-46.4 7 212

3.3.3 Governmental Approvals. The City, Agency and Owner recognize that construction of the Pedestrian Bridge will require the approval of the San Francisco Bay Conservation and Development Commission ("BCDC"), as well as other governmental agencies.

The City, Agency and Owner shall cooperate in good faith to obtain approvals for the construction of the Pedestrian Bridge from all such applicable governmental authorities, including, without limitation, BCDC, the Army Corps of Engineers and the U.S. Coast Guard.

Owner shall not be required to construct the Pedestrian Bridge unless it can obtain all such necessary governmental approvals subject only to conditions as shall be acc~table to Owner in its reasonable judgment (provided, however, that in no event shall the cost of the Pedestrian Bridge, including any costs associated with the satisfaction of any such conditions of approval, exceed the Maximum Amount). Notwithstanding anything hereinabove to the contrary, the obligation of the Owner to construct the Pedestrian Bridge shall terminate (i) if the governmental approvals specified hereinabove cannot be obtained within two (2) years after completion of the Phase 2 Improvements, or (ii) if the cost of the Pedestrian Bridge as approved exceeds the Maximum Amount and either (A) the Pedestrian Bridge cannot be redesigned or relocated to reduce the costs thereof to the Maximum Amount, or (B) Third Party Funds or funds provided by the City or the Agency are not available to increase the Maximum ·Amount to cover the cost of the Pedestrian Bridge, in either case within such two year time period, provided, however, that the parties shall extend the date for termination of Owner's obligation to construct the Pedestrian Bridge if it is reasonably probable that the Pedestrian Bridge can be constructed during the period of extension. If that obligation is terminated, then within thirty (30) days following the date of termination, the Owner shall pay to the City the sum of $250,000 which the City shall use only for bicycle and pedestrian related improvements in the Island Park area; provided, however, that if the Owner satisfies the requirements of this Section 3.3 regarding the Pedestrian Bridge (including, without limitation, the possible alternative described in Section 3.3.1), the Owner shall not be required to make any payment to the City under this Section 3 .3 .3 regardless of the cost to the Owner of satisfying such requirement.

3.3.4 Construction. The Pedestrian Bridge shall be constructed as part of the development of the Phase 1 Improvements, if the conditions specified in Sections3.3.2 8=lld 3.3.3 above have been satisfied by the time Owner is prepared to proceed with the construction of the Phase 1 Improvements. If such conditions have not then been satisfied, the obligation to construct the Pedestrian Bridge shall be a continuing obligation of Owner with respect to the Phase 2 Improvements and, in any case, Owner shall construct the Pedestrian Bridge within eighteen (18) months following the satisfaction of such conditions, but subject in any event to the expiration of the time period specified in Section 3.3.3. In the event the Phase 2 Improvements are completed prior to the satisfaction of the conditions specified in Sections 3.3.2 and 3.3.3, Owner shall post a bond or other form of security reasonably acceptable to the City securing such continuing obligation of Owner to construct the Pedestrian Bridge. 3 .3. S Ownership and Use of Pedestrian Brida,c. The Pedestrian Bridge shall be owned and maintained by Owner or by the Centnun Owner's Association or the Island Parle Owners Association or by an entity created by Owner for the ownership and maintenance thereof. The Pedestrian Bridge shall be available for use by the public, subject to such reasonable rules as the owner thereof may impose. At the discretion of Owner, Owner may enter into a Reciprocal Easement and Maintenance Agreement for the Pedestrian Bridge, which 458\39\114246.4 8 213
agreement shall, among other things, allocate the costs of maintaining the Pedestrian Bridge between the parcel owners on each side thereof.

3.4 Island Parkway Pedestrian Pathway. The City will not require Owner to construct . a pedestrian pathway beneath Island Parkway coMecting Parcel B-104 with the City's sports complex adjacent to Lots 3 and 4. However, the parties recognize that other governmental agencies with jurisdiction over particular aspects of the development of the Property may require construction of such a pedestrian pathway. If so required, such pedestrian pathway shall be designed to City specifications to minimize maintenance expenses and risk of crime and vandalism.

3.5 Relationship of Development Phases to Traffic Improvements. Owner may commence and complete construction of the Phase 1 Improvements regardless of whether the Areawide Improvements have been approved, fully funded or are under construction. Owner may commence construction of the Phase 2 Improvements only if and when the Direct Access Improvements and the Areawide Improvements have been approved and funded and contracts have been let for the construction thereof.
3 .6 Parcel B-104. The parties acknowledge that Parcel B-104 lies within the boundaries of the City of Redwood City and will not be annexed to the City. The following terms pertain to Parcel B-104:

3.6. l Vacation of Buffer. Upon the occurrence of the Phase 1 Initial Permit Issuance Date, the City shall permanently vacate the strip of land owned by the City that runs between Parcel B-104 and Island Parkway, or, altemati vely, if Owner so requests, ·grant Owner access easements over that strip of land. Owner; however, shall pay all costs of improvements necessary to use the point( s) of access from Island Parkway to Parcel B-104 as shown on the approved Detailed Development Plan for the Phase 1 Improvements. In addition, the City shall provide to Parcel B-104 and the improvements thereon all of those municipal sewer and water services that are requested by Owner (or t)le City of Redwood City) to the extent such services are customarily provided to commercial properties or the owners or users of commercial properties within the bowidaries of the City. Any additional municipal services that the Owner or the City of Redwood City desire that the City provide to Parcel 8-104 may be provided by agreement between the City and the Owner or Redwood City, provided, howev~. that the foregoing is not intended to modify any existing or future mutual aid agreements or arrangements between the City and Redwood City.

3.6.2 Deed Restrictions. Promptly following the execution of this Agreement, the Owner, Agency and City shall execute and record with respect to Parcel B-104 a private restriction on the future development of Parcel B-104, which restriction shall limit development on Parcel B-104 to 87,500 square feet of building with no more than four stories and a rooftol> mechanical penthouse meeting the requirements of Section 3.2.2.l above, and a parking structure containing approximately J 30 parking spaces with the exact number of spaces to be determined by the approved Detailed Development Plan and the approvals of the City of Redwood City.

Such restriction shall be in fonn and substance as the attached Exhibit G. 458\39\ 114246.4 9 214

3.6.3 No Revenue Sharini Requirement. No~ithstanding the provision of municipal services to Parcel B-104 by the City as provided in Section 3.6.1 above, there shall be no requirement that the City of Redwood City enter into an agreement with the City for the sharing of property tax or other revenues attributable to the improvements to be constructed on Parcel B-104 that are payable to the City of Redwood City, and the City of Redwood City shall be entitled to collect and retain such revenues.

3.6.4 DesiiJl Review; BuildinK Pennits. The parties acknowledge that the portion of the Phase 1 Improvements to be constructed on Parcel B-104 will require design review approval by the City of Redwood City and building permits issued by the City of Redwood City as well as design review approval from the City. The City and the Agency agree to cooperate with Owner in obtaining such approvals and permits from the City of Redwood City as may be required for the dev~lopment of Parcel B-104 as part of the Phase 1 Improvements and to coordinate reviews and approvals of the City and the City of Redwood City.

3. 7 Develgpment gf Project. The. Owner shall have the right to develop the Property in accordance with, and subject to, the terms of this Agreement and the Conceptual Development Plan; and such right shall be fully vested and shall not be limited, abridged or impaired by any subsequent change in the Redevelopment Plan or the City's general plan or zoning ordinances conflicting with the Conceptual Development Plan or this Agreement. For purposes of this Section 3. 7, a change will be deemed to conflict with the Conceptual Development Plan or this Agreement if it:
(i) Limits or reduces the maximum density of development on the Property below the maximum allowed under the Conceptual Development Plan. (ii) Limits City public services to the Property to an extent that development of the Property in accordance with the Conceptual Development Plan cannot occur. (iii) Except as set forth in Section 3.5, limits or controls in any manner the timing or phasing of the construction or development of the Property through the imposition of quotas, moratoria or similar devices
(iv) Except as set forth in Section 3.5, limits the processing or procuring of applications for or approvals for development of the Property . .

3.8 Buildin& Codes. Notwithstanding any other provision of this Agreement, the City may from time to time apply to development on the Property the then - current California Building Standards Code and other uniform construction codes which the City has adopted.

ARTICLE 4,

INITIAL PAYMENTS

4.1 At or prior to the Phase 1 Initial Permit Issuance Date, Owner shall make the following payments to the City set forth below.
458\39\114246.4 215

4.1.1 Discretionazy Use Payment. Owner shall pay the City the sum of One Million Dollars ($1,000,000), which funds may be used by the City for any municipal purpose as determined in the discretion of the City (the "Discretionary Use Payment"). The Discretionary Use Payment shall be repaid to Owner over time as provided in Section 8.1 below.

4.1.2 Fire District Payment. Owner shall pay the Belmont Fire Protection District the sum of Five Hundred Thousand Dollars ($500,000) as a contribution towards the capital cost of providing fire protection services. If for any reason Owner is not able to proceed with the Phase 2 Improvements as approved in the Conceptual Development Plan, and if at any time in the future Owner or any successor owner of the Phase 2 Site, or any portion thereof, seeks approval for development of the Phase 2 Site, or any portion thereof, the City and Agency agree that the approval of any such proposed development will not be conditioned in any way upon any payment for any additional fire fighting equipment or any fire station or similar improvements or upon any in-kind contribution of any fire fighting equipment. The foregoing agreement on the part of the City and the Agency shall survive the termination of this Agreement.

4.1.3 Parle Improvements Pa,yment. Owner shall pay the City the sum of Fifty Thousand Dollars ($50,000) for improvements to the City's sports complex. The City will advise Owner as to the nature of such improvements proposed by the City.

ARTICLES,

DIRECT ACCESS IMPROVEMENTS AND FUNDING
5 .1 Description of Direct Access Improvements. The Direct Access Improvements are shown and described on Exhibit C attached hereto. -

5.2 Fundin1i for Direct Access Improvements. The City and Owner shall provide a total of Pour Million Dollars ($4,000,000) for construction of the Direct Access Improve1_11ents, as follows:
5 .2.1 Sem&ated Account. The City shall establish and maintain a segregated interest-bearing account or accounts with a responsible financial institution reasonably approved by the Owner to hold the contributions of the City and Owner for the construction of the Direct Access Improvements (the ''Direct Access Improvements Account"). The funds in the Direct Access Improvements Account shall not be commingled with any other funds. Interest on the funds in the Direct Access Improvements Account shall be retained in the Direct Access Improvements Account or disbursed as provided below. The City may draw upon the funds in the Direct Access Improvements Account from time to time in accordance with the provisions of Section 5.4 to pay for the Costs of Construction (as defined belQw) of the Direct Access Improvements.

5.2.2 Basic Contribution. At or prior to the Phase 1 hri~ial Permit Issuance Date, the City and Owner shall each deposit One Million Dollars ($1,000,000) into the Direct Access Improvements Account (said total of $2,000,000 being referred to herein as the "Basic Contribution"). All interest earned on the Basic Contribution shall be retained in the Direct 458\39\114246.4 11 216
Access Improvements Account and shall become part of the Basic Contribution and shall be applied to the Costs o~Construction of the Direct Access Improvements.

5.2.3 Additional Contributions by Owner. At or prior to the Phase 1 Initial Permit Issuance Date, in addition to Owner's portion of the Basic Contribution, Owner shall deposit with the City the additional sum of Two Million Dollars ($2,000,000) (the "Owner's Additional Contribution"), which Owner's Additional Contribution may be in cash or in the form of a letter of credit. If the Owner's Additional Contribution is made in cash, such funds shall be held in the Direct Access Improvements Account and all interest earned ·on Owner's Additional Contribution shall be paid to Owner from time to time (but not less frequently than quarterly). If the Owner's Additional Contribution is made in the form of a letter of credit, the letter of credit shall be irrevocable, from a responsible financial institution reasonably approved by the City, and permit the City to draw on, the letter of credit ifit has not been renewed within thirty (30) days prior to its expiration date, or if the City reasonably expects the construction of the Direct Access Improvements to commence within thirty (30) days following the draw. If and when the letter of credit is drawn by the City, the funcl;s shall be deposited in the Direct Access Improvements Account. ·

5.2.4 Application of Funds. Funds drawn from the Direct Access Improvements Account and applied to the Costs of Construction of the Direct Access Improvements shall be deemed to first be drawn from the Basic Contribution untii the Basic Contribution (including any interest earned thereon) has been fully expended and shall then be drawn from the Owner's Additional Contribution. Upon completion of the Direct Access Improvements, the City shall refund to Owner any portion of the Owner's Additional Contribution that has not been expended for the Direct Access Improvements; and, if upon completion of the Direct Access Improvements, any portion of the Basic Contribution has not been expended, such unexpended amount shall be refunded one-half to the City and one-half to the Owner.

5.3 Plannini and Construction of Direct Access Improvements.

5.3.1 Preliminazy En&iueerin& and Approvals. It is the intention of the parties hereto that the Direct Access Improvements will be constructed generally at the same time as the Areawide Improvements. Accordingly, the parties hereby agree that promptly following the execution of this Agreement they shall initiate the process of seeking approval of construction of the Direct Access Improvements from the California Department of Transportation ("CalTrans") and other necessary governmental authorities. As part of the process of obtaining such. _ approvals, the parties shall undertake such design and engineering studies for the Direct Access Improvements as may be required, and funds held in the Direct Access Improvements Account shall be utilized for such design and engineering work. The parties shall jointly select the engineer for the design of the Dirc,ct Access Improvements, and the design of the Direct Access Improvements must be approved by both the City and the Owner, which approval shall not be unreasonably withheld.
5 .3 .2 Construction of Direct Access Improvements. If and when the Direct Access Improvements are approved by CalTrans and any other required governmental authorities, the City shall promptly complete any remaining design and the engineering work for 458\39\114246.4 12 217
the Direct Access Improvements, subject to review and approval by the Owner. Thereafter, the City shall proceed to award the contract for construction of the Direct Access Improvements in accordance with the City's bid procedures for public improvements, and such work shall be coordinated with the construction of the Areawide Improvements, if and to the extent feasible, to obtain the most efficient and economical construction of such improvements.

5.3.3 Approval of Excess Costs. In no event shall the City award a contract for c·onstruction of the Direct Access Improvements if the cost thereof would cause the total Costs of Construction for the Direct Access Iniprovements to exceed the total amount of the Basic Contribution plus the Owner's Additional Contribution (such amount in excess of the total of the Basic Contribution plus the Owner's Additional Contribution being referred to herein as the "Excess Amount"), without the prior written consent of Owner in Owner's sole discretion, provided, however, that Owner shall approve an Excess Amount ifit does not exceed One Million Dollars ($1,000,000). If Owner approves the Excess Amount, Owner shall make an additional deposit in the Direct Access Improvements Account equal to the amount thereof, which funds shall be used to pay for the Costs of Construction of the Direct Access Improvements and shall be deemed to be part of the Owner's Additional Contribution. If the Owner does not approve the Excess Amount, then notwithstanding any other provision of this Agreement, Owner may not proceed with the development of the Phase 2 Improvements pursuant to this Agreement or any City approvals for the Phase 2 Improvements. 5 .4 Payment for Direct Access Improvements. The costs of construction of the Direct Access Improvements (the "Costs of Construction") shall consist of all soft and hard costs related thereto, including all engineering and design fees and costs for the Direct Access Improvements, consultants fees and costs, insurance, permit fees, if any, administration of contracts, payments and construction and other soft costs, as well as the cost of the actual construction of the Direct Access Improvements; provided, however, that the Costs of Construction shall not include, and funds in the Direct Access Improvements Account shall not be used for, general administration or overhead expenses of the City, the Agency, or Oracle or preliminary engineering costs incurred by Oracle prior to the date of this Agreement. The City shall be entitled to draw upon the funds in _the Direct Access Improvements Accowit to pay for Costs of Construction of the Direct Access Improvements as and when due; provided, however, that the City shall not draw upon any funds in the Direct Access Improvements Account to pay for the Costs of Construction of the Direct Access Improvements ( other than any necessary design and engineering costs and costs related thereto) unless the City and Owner are reasonably satisfied that the Direct Access Improvements and the Areawide Improvements will be constructed at or about the same time.

Satisfaction of this condition may be evidenced by execution of construction contracts for the Direct Access Improvements and Areawide Improvements or such other evidence the City and Owner find acceptable. The City shall provide periodic reports to the Owner (not less than quarterly, and more frequently ifreasonably requested by the Owner but in no event more often than monthly) in reasonable detail setting forth the date, amowit, payee and purpose of each draw from the Direct Access Improvements Account.

5.5 Additional Construction Costs. If the funds in the Direct Access Improvements Account are insufficient to pay the Costs of Construction because of.change orders or other changes in circumstances which increase Costs of Construction, the Owner shall deposit the 458\39\ 114246.4 13 218
additional amount necessary to pay the Costs of Construction in the Direct Access Improvements Account. Such deposit shall be deemed part of the Owner's Additional Contribution. The City shall submit to Owner for approval change orders or other contracts or work orders which will or are likely to necessitate Owner's deposit of additional amounts to the Direct Access Improvements Account pursuant to thi·s Section 5.5. The Owner shall not unreasonably withhold its approval of such change orders, other contracts or work orders.

5.6 Inability to Construct Direct Access Improvements. If the Direct Access Improvements cannot be constructed b~cau~e of the inability to obtain funding for the Areawide Improvements or approvals for the Areawide Improvements or Direct Access Improvements, Owner's disapproval pursuant to Section 5.3.3 of an Excess Amount, or for any other reasons outside the control of the parties, the funds in the Direct Access Improvements Account shall be used to pay the construction costs including land acquisition for the Phase 1 Areawide Improvements which improvements are shown on the attached Exhibit F. The Phase 1 Areawide Improvements shall be designed and constructed following the process set forth above for the Direct Access Improvements. Upon completion of the Phase 1 Areawide Improvements, any funds remaining in the Direct Access Improvements Account shall be refunded to the City and Owner as follows: If more than $1 million has been expended from the Direct Access Improvements Account, any funds remaining in the Direct Access Improvements Account shall be refunded to Owner. If less than $1 million has been expended from the Direct Access .Improvements Account, an amount equal to the difference between the amount expended and $1 million and an amount equal to the interest earnings on that difference shall be refunded to the City and the balance of the funds remaining in the Direct Access Improvements Account shall be refunded to Owner.

Notwithstanding anything to the contrary in this Agreement, Owner may commence construction of the Phase 2 Improvements pursuant to this Agreement or any City approvals for the Phase 2 Improvements only if and when the Direct Access Improvements and the Areawide [mprovements have been approved and funded and contracts have been let for the construction thereof.

ARTICLE 6,

SALES TAX PAYMENTS

6.1 Definitions. For the purposes of this Article 6, the de.fined terms set forth below shall have the following meanings:

6.1.1 "Minimum Sales Tax Amount" shall mean One Million Dollars ($1,000,000). In the event the Agency or the City provides funds for the Pedestrian Bridge pursuant to clause (B) at the end of Section 3.3.3 above (as opposed to any Third Party Funds), the Minimum Sales Tax Amount shall be increased by an amount equal to the lesser of (x) $150,000 or (y) the·amount of such Agency or City funds.

6.1.2 "Sales Tax" shall mean the amount of sales and use tax received by the City (net of amounts paid to the_ State of California or other agencies) for or in connection with 458\39\114246.4 14 219
(x) the sale or lease of ~roducts or services by Owner or an entity owned or controlled by Owner, (y) restaurant or cafetena sales and other business sales from restaurants and businesses not owned by Owner or an entity owned or controlled by Owner but located in office buildings owned by Owner or an entity owned or controlled by Owner, provided that it is reasonably possible to determine the amount of such restaurant, cafeteria or other business sales tax, and (z) the construction of the Improvements on the Property to the extent Owner self-accrues sales tax.

The Parties acknowledge that sales and use taxes are collected by the State of California Board of Equalization and then distributed to the City. In the event subsequent audits of Sales Tax result in subsequent increases or decreases in Sales Tax, such-subsequent increases or decreases shall be taken into account for the purposes of this Article 6. Owner shall provide City with sales tax permit number, business name and address for each entity for which it is claiming sales tax. By April 1 of each year, Owner shall provide the City with any changes concerning the entities for which it is claiming sales tax.

6.1.3 "Excess Sales Tax" shall mean (i) during the period commencing January I, 1999, and continuing until the time the ¥i,nimum Sales Tax Amount has been paid in full, the amount of Sales Tax in excess of $100,000 that the City r;ceives in any calendar year, and (ii) from and after the year in which the Minimum Sales Tax Amount has been paid in full, the entire amount of Sales Tax the City receives in any calendar year.

6.2 Annual Sales Tax Payments. Beginning with the calendar year commencing January 1, 1999, and continuing in each subsequent calendar year until the City has received the Minimum Sales Tax Amount by payments pursuant to this Section 6.2 or by the City's receipt of Sales Tax, the Owner shall pay to the City an amount calculated as follows: the annual amount to be paid shall be $100,000 less the Sales Tax the City received for the calendar year for which the payment is to be made. So long as there is a City Payment Amount (as defined in Section 8.1 below) that remains outstanding, then in any calendar year, the amount credited against the Minimum Sales Tax. Amount shall not exceed $100,000, even if the City receives a greater. amount of Sales Tax in that calendar year. If there is no City Payment Amount remaining outstanding, then in any calendar year, all the Sales Tax that the City receives in that year shall be credited against the Minimum Sales Tax Amount. If the Sales Tax. the City receives for a particular calendar year is $100,000 or more, no payment shall be required to be made for such calendar year pursuant to this Section 6.2; and, in such case, payments of Excess Sales Tax shall be made as provided in Section 8.1. Any payment required to be made pursuant to this Section

6.2 shall be made within sixty (60) days following the date the City provides the Owner the accounting specified in Section 6.3 below. Owner shall comply with applicable State law concerning payment and calculation of Sales Tax.

6.3 Accountin&- Within seven (7) months after the end of each calendar year beginning with the calendar year commencing January 1, 1999, and continuing through the calendar year in which the City has made all of the payments required under Section 8.1, the City shall prepare an accounting indicating the Minimum Sales Tax Amount paid to date, the remaining Minimum Sales Tax Amount to be paid (until the Minimum Sales Tax Amount has been paid in full), the amount of Sales Tax the City received in the previous year, the amount of any payment required for the previous year pursuant to Section 6.2, the amount of Excess Sale~ Tax, if any, the City received in the previous calendar year, the amount of Excess Sales Tax paid 458\39\ 114246.4 1S 220
to Owner in the previous calendar year pursuant to Section 8.1, and the outstanding balance of, and accrued but unpaid interest on, the City Payment Amount provided for in Section 8. 1. The accounting shall be supported by appropriate back-up data and records including sales tax information obtained from the State Board of Equalization which supporting data shall be made available for Owner's review at Owner's request. To facilitate the City's accounting, Owner shall permit the City to inspect on a confidential basis copies of sales tax returns that Owner files with the State Board of Equalization pertaining to sales in the City.

6.4 Other Tax Payments. Nothing in this Article 6 or otherwise set forth in this Agreement shall relieve Owner of paying or collecting any fee or tax that Owner is obligated to pay or collect under state law; City and County ordinances implementing state law, or City ordinance, regulation or policy.

6.5 Obli&ation Does Not Burden the Progeny. The obligations under this Article 6 are solely those of Owner and are not intended to run with or burden the Property. No successor to Owner as owner or holder of any interest in the Property or any portion thereof shall have any obligation pursuant to this Article 6.

ARTICLE 7.

RECREATIONAL FACILITY PARKING
Owner shall make parking available on the Lots 3-5 site for use in conjunction with the City's sports C!Jmplex adjacent to the Lots 3-5 site. The parking shall be made available on the following basis: All surface parking shall be available after 5 p.m. on weekdays and all day on weekends and those holidays that are holidays for Owner's employees. In addition, at least 40 surface spaces shall be made available on an exclusive basis after 4 p.m~ on weekdays and 80 surface spaces shall be made available on an exclusive basis after 5 p.m. on weekdays. As required under the Conceptual Development Plan, the exclusive spaces shall those spaces located closest to the City's sports complex and shall generally be in accordance with the parking plan attached hereto as Exhibit H. The Owner shall develop a parking management plan setting forth the procedures that will be utilized by Owner to implement the foregoing parking requirements.

Owner shall enter into a recordable easement agreement to provide for the parking set forth in this Article 7 which easement agreement shall be reasonably acceptable to Owner and the City, and the parties shall cancel the existing parking and access easements applicable to the Property.

ARTICLE 8,

CITY'S REPAYMENT OBLIGATIONS

8.1 City Payments to Owner.
458\39\114246.4 16 221

8.1.1 Payment Ohliiation. In consideration for Owner making the $ I 000 ooo payment specified in Section 4.1 and Owner's funding of the Owner's Additional Contribution as provided in Section 5:2.3, Section 5.3.3 and Section 5.5, the City shall pay to Owner the following sums:

8.1.1.1 One Million Dollars ($1,000,000) plus simple interest on the unpaid balance thereof at a rate which shall float at the State of California Local Agency Investment Fund Rate (the "LAIF Rate"), such interest to accrue from the date Owner makes the payment specified in Section 4.1 until ~e Owner is fully paid pursuant to Section 8.1.2.

8.1.1.2 The amount of the Owner's Additional Contribution (including amounts deemed to be an Owner's Additional Contribution pursuant to Section 5.3.3 or Section 5.5) drawn from the Direct Access Improvements Accoun~ if any, (including, if applicable, any portion of the Owner's Additional Contribution used for Phase 1 Areawide Improvements pursuant to Section 5.6) plus simple interest on the unpaid balance thereof at a rate which shall float at the LAIF Rate, such interest to accrue from the date each draw is made from such portion(s) of the Owner's Additional Contribution until the Owner is fully repaid pursuant to Section 8.1.2.

The sums described in Sections 8.1.1.1 and 8.1.1.2 shall be referred to as the "City Payment Amount."

8.1.2 Annual Payments. The payments to be made by the City pursuant to this Section 8.1 shall be made annually on or before September 1 of each year, commencing on September 1 of the calendar year following the first calendar year in which there is Excess Sales Tax. The amount of each such annual payment shall be the entire amount of Excess Sales Tax for the calend~ year ending prior to the payment date. The payments pursuant to this Section

8.1 shall be payable only to the extent the City receives Excess Sales Tax. Any amount paid shall be applied first against accrued but unpaid interest and then to reduce the outstanding balance of the City Payment Amount. If the City Payment Amount has not been repaid within twenty (20) years following the Phase 1 Initial Pennit Issuance Date. or, if the amount expended from the Direct Access Improvements Account for Costs of Construction exceeds $4 million, twenty-five (25) years following the Phase 1 Initial Pennit Issuance Date. the City shall have no further obligation to make payments pursuant to this Article 8, and the City's obligation to Owner pursuant to this Article 8 shall be deemed cancelled.

8.2 Benefits Personal to Owner. The obligations of the City under Section 8.1 are for the benefit of and are personal to the Owner and are not intended to run with or benefit the Property or any portion thereof. Such obligations shall remain in full force and effect and shall be enforceable by Owner until paid in full notwithstanding any sale or transfer by Owner of all or any portion of the Property.
458\39\ 114246.4 17 222
ARTICLE 9,

RESTRICTIONS ON PROPERTY

9.1 Use of the Property. So long as the Redevelopment Plan is in effect, Owner shall use the Property for office uses and ancillary uses, facilities and amenities such as employee cafeteria and recreation facilities, conference rooms and data and technical services areas or for other uses consistent with the Redevelopment Plan and the General Plan. 9 .2 Prohibition on Discrimination. Owner covenants for itself and its successors and assigns that:
(a) There shall be no discrimination against or segregation of a person or of a group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, ancestry, or national origin in. the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall the grantee or any person claiming under or through the grantee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Property. The foregoing covenant shall run with the land; and (b) In the sale, lease or occupancy of the Property, Owner shall not effect or execute any agreement, lease, conveyance of other instrument whereby the Property, or any part thereof, is restricted upon the basis of race, color, creed, religion sex, sexual orientation, marital status, ancestry, or national origin. Owner, its successors and assigns, shall comply with all state and local laws, in effect from time to time, prohibiting discrimination or segregation by reason of race, color, creed, religion, sex, sexual orientation, marital status, ancestry, or national origin.

ARTICLE 10,

REMEDIES
It is understood between the parties that in the event a breach of this Agreement occurs, irreparable harm is likely to occur to the non-breaching party and damages may be an inadequate remedy. To the fullest extent permitted by law, therefore, it is expressly recognized that specific enforcement of this Agreement is a proper and desirable remedy. lflegal action by any party hereto or any successor is brought because of any breach or alleged breach of this Agreement or to enforce any provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and related expenses.

Nothing herein shall prevent either party from pursuing any other remedy legally available to it for enforcement of this Agreement, provided, however, in no event shall any party be entitled to damages or compensation by reason of a breach of Article 3 of this Agreement. 458\39\ 114246.4 18 223
ARTICLE 11.

GENERAL PROVISIONS

11.1 Notices, Demands and Communications, Fonnal notices. demands, and communications between the Parties shall be sufficiently given i.(, and shall not be deemed given unless, dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally to the principal offices of the Parties as follows:

Agency or City:

Owner:

With a copy to:

Belmont Redevelopment Agency
1070 6th A venue
Belmont~ California 94002
Attention: Executive Director/City Manager
Oracle Corporation
500 Oracle Parkway, Box 659506
Redwood Shores, California 94065
Attention: Corporate Treasurer
Oracle Corporation
500 Oracle Parkway, Box LGN-2
Redwood Shores, California 94065
Attention: Director of Headquarters Real Estate
Such written notices, demands and communications may be sent in the same manner to such other addresses as the affected Party may from time to time designate by mail as provided in this Section 11.1. Delivery shall be deemed to have occurred at the time indicated on the receipt for delivery or refusal of delivery.

11.2. Non-Liability of Specified Rc:presentatives. No member, official, employee or agent of the Agency or the City shall be personally liabte·to the Owner, or any successor in interest, in the event of any default or breach by the Agency or the City or for any amount which may become due to the Owner or on any obligation under the tenns of this Agreement. No officer, employee or agent of the Owner shall be personally liable to the Agency, the City, or any successor in interest, in the event of any default or breach by the Owner or for any amount which may become due to the Agency or the City or on any obligation under the terms of this Agreement.

11.3 EstQWel Certificates. Any party to this Agreement shall, promptly upon the request of any other party, execute, acknowledge and deliver to or for the benefit of any other party, at any time, from time to time, promptly upon request, its certificate certifying (1) that this Agreement is unmodified and in full force and effect (or, if there have been modifications, that this Agreement is in full force and effect, as modified, and stating the modifications), (2) whether there are then existing any defaults on the part of the party requesting the certificate known to the party delivering the certificate in the performance or observance of any agreement, covenant or condition hereof to be perfonned or observed and whether any notice has been given of any 458\39\114246.4 19 224
default which has not been cured (and, if so, specifying the same), and (3) any other matters reasonably requested.

11.4 Periodic Review.

11.4.1 Annual Review. City and Owner shall review all actions taken pursuant to the terms of this Agreement once annually, within sixty (60) days before each anniversary of the · Effective Date, unless the City and Owner agree in writing to conduct the review at another time.

11.4.2 Owner's Submittal. Within ninety (90) days before each anniversary of the Effective Date, Owner at its option may submit a letter ("Compliance Letter") to the City describing Owner's compliance with the terms of this Agreement during the preceding year. The Compliance Letter shall include a statement that the Compliance Letter"is submitted to City pursuant to the requirements of Government Code Section 65865.1. If Owner does not submit a Compliance Letter, a Compliance Letter reporting no material noncompliance events or conditions shall be deemed to have been submitted on the Owner's behalf on the 90th clay prior to the anniversary date of the Effective Date. ·

11.4.3 City's Findin-as. Within thirty (30) days after receipt or constructive receipt of each Compliance-Letter, the City shall determine whether, for the year under review, Owner has demonstrated good faith substantial compliance with the terms of this Agreement. If the City finds and determines that Owner has complied substantially with the terms of this Agreement, or does not determine otherwise within sixty (60) days after delivery of the Compliance Letter, the annual review shall be deemed concluded and this Agreement shall remain in full force and effect. Upon a determination of compliance, the City shall issue at Owner's request a recordable certificate confirming Owner's compliance through the year(s) under review. Owner may record the certificate with the San Mateo County Recorder's Office.

If the City initially determines a Compliance Letter to be inadequate in any respect, the City shali provide written notice to that effect to Owner. Owner shall have the right to submit information pertaining to the issues raised. If, after a duly noticed public hearing thereon, the City finds and determines, on the basis of substantial evidence, that Owner has not complied substantially in good faith with the terms of this Agreement for the year under review, the City shall give written notice thereof to Owner specifying the noncompliance. If Owner fails to cure the noncompliance within a reasonable period oftime established by the City, the City, in its discretion, may (a) grant additional time for Owner's compliance or, following a public hearing on the matter, (b) modify this Agreement to the extent necessary to remedy or mitigate Owner's noncompliance, or ( c) pursue other legal remedies allowed by law and this Agreement.

11.5 Certificate of Satisfaction. After completion of the development of the Property or any Phase thereof, the City, upon request by the Owner, shall execute in recordable form and deliver to the Owner an instrument certifying that the Owner has satisfied all of Owner's obligations under this Agreement to the date of such certification with respect to the development of the Property or the applicable Phase thereof.

11.6 Obli~ation of Owner. The obligations of Oracle Corporation ("OC") and Oracle Shores Associates, LLC ("OSA") shall be joint and several for all obligations relating to Parcel 458139\ 114246.4 20 225
B-104, except that the financial obligations of Owner under this Agreement shall be performed by OC, and OSA shall not have liability for those financial obligations. OC has a contract to purchase Parcel B-104 from OSA. Upon conveyance of Parcel B-104 to OC, QC shall be deemed to have assumed OSA's obligations under this Agreement and OSA shall be released from liability under this Agreement. ·

11. 7 Transfers. Promptly following the transfer of any portion of the Property, the Owner shall notify the City of the name and address of the transferee and the portion of the Property so transferred. If Owner transfers the Phase 1 Site or any portion thereof following the completion of the Phase 1 Improvements, then the transferee shall have no obligations under this Agreement except as set forth in Article 9 of this Agreement and the deed restriction on Parcel B-104 attached hereto as Exhibit G. If Owner transfers the Phase 2 Site or any portion thereof following the completion oftlie Phase 2 Improvements and the Direct Access Improvements, then the transferee shall have no obligations under this Agreement except as set forth in Article 7 of this Agreement, the easement agreement contemplated by Article 7, and Article 9 of this Agreement. Except as provided in Section~ 1.6, a transfer of the Property or a portion thereof shall not relieve Owner of its obligations under this Agreement unless the City and Agency consent to the transfer in writing and the transferee by instrument acceptable to the City and Agency agrees to assume the obligations of the Owner under this Agreement.

11.8 Administrative Exgenses. When the City undertakes tasks pursuant to this Agreement for which it does not otherwise reimburse through application or permit fees or reimbursement for the Costs of Construction, the City may charge Owner for the reasonable administrative costs of undertaking those tasks which charges shall not exceed $1,000 per year.

Owner shall pay the City for such costs within thirty (30) days following receipt of a bill from the City.

11.9 Title of Parts and Sections. Any titles of the sections or subsections of this.

Agreement are inserted for convenience of reference only and shall be disregarded in interpreting any part of its provision.

11.10 Severability. If any term, provision, covenant or condition: of this Agreement is held in a final disposition by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall continue in full force and effect unless the rights and obligations of the Parties have been materially altered or abridged by such invalidation, voiding or unenforceability.

11.11 Le11al Actions. In the event any legal action is commenced to interpret or to enforce the tenns of this Agreement or to collect damages as a result of any breach thereof, the Party prevailing in any such action shall be entitled to recover against the Party not prevailing all reasonable attorneys' fees and costs incurred in such action.

11.12 Bindina Upon Successors. This Agreement shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest, and assigns of each of the Parties. Any reference in this Agreement to a specifically named Party shall be deemed to apply to any successor, heir, administrator, executor, successor, or assign of such Party. 458\39\114246.4 21 226

11.13 Parties Not Co-Venturers. Nothing in this Agreement is intended to or does establish the Parties as partners, co-venturers, or principal and agent with one another.

11.14 Entire Understandin& of the Parties. This Agreement constitutes the entire understanding and agreement of the Parties with respect to the development of the Property and the financial obligations of the Parties as specified herein.

11.15 Standard of Approvals. Any consents or approvals required under this Agreement shall not be unreasonably withheld or made, except where it is specifically provided that a sole discretion standard applies.

11.16 Amendment or Cancellation. The City, Agency and Owner by mutual agreement may terminate or amend the terms of this Agreement, and the amendment or termination shall be accomplished in the manner provided under California law for the adoption of development agreements, provided, however, that miner ~endments may be accomplished through the Parties' execution of the operating memorandum.

11.17 Mort&aiee Protection: Certain Ri&hts of Cure.

11.1 7 .1 Mort&a&ee Protection.

This Agreement shall be superior and senior to all liens placed upon the Property or any portion thereof after the date on which this Agreement or a memorandum thereof is recorded, 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 Agreement shall be binding upon and effective against all persons and entities, including all deeds of trust beneficiaries or mortgagees ("Mortgagees") who acquire title to the Property or any portion thereof by foreclosure, trustee's sale, deed in lieu of foreclosure or otherwise.

11.11 .2 Mort&a&ee Not Obli&ated.

No foreclosing Mortgagee shall have any obligation or duty under this Agreement to construct or complete the construction of any improvements required in connection with this Agreement, or to pay for or guarantee construction or completion thereof. The City, upon receipt of a written request therefor, and an appropriate written assumption of the Owner's rights and obligations fto·m a foreclosing Mortgagee, shall permit all Mortgagees to succeed to the rights and obligations of the Owner under this Agreement, provided that all defaults by the Owner hereunder that are reasonably susceptible of being cured are cured by the Mortgagee as soon as is reasonably possible. The foreclosing Mortgagee thereafter shall comply with all of the provisions of this Agreement.

11.11 .3 Notice of Default to Mort&aw:e.

If the City receives notice from a Mortgagee requesting a copy of any notice of default given to the Owner hereunder and specifying the address for service thereof. the City shall deliver to the Mortgagee, concurrently with service thereof to the Owner, all notices given to the Owner describing all claims by the City that the Owner has defaulted hereunder. If the City detennines 458\39\ 114248.4 22 227
that the Owner is not in compliance with this Agreement, the City also shall serve notice of noncompliance on the Mortgagee concurrently with service thereof on the Owner. Each Mortgagee shall have the right during the same period available to the Owner to cure or remedy, or to commence to cure or remedy, the condition of default claimed or the areas of noncompliance set forth in the City's notice.

11.18 Cbanies in Law. In the event that state or federal laws or regulations, enacted s·ubsequent to the date of this Agreement, prevent or preclude compliance with one or more provisions of this Agreement, such provisions of this Agreement shall be modified or suspended as may be necessary·to comply with such state or federal laws or regulations without impairing the validity or enforceability of any other provision hereof.

11.19 Recordation of AKieement. Following the mutual execution of this Agreement, the parties shall record this Agreement in the records of the County Recorder of the County of San Mateo.

11.20 Applicable Law. This Agreement shall be interpreted under and pursuant to the laws of the State of California.

11.21 Indemnification. The Owner shall indemnify, defend and hold the Agency, the City and their respective officers, employees, and agents, harmless against all claims made against them which arise out of or in connection with the acquisition and construction of any improvements, or the ownership, occupancy, or development of or construction on the Property by the Owner or the Owner's contractors, subcontractors, agents, employees or tenants; provided, however, that his indemnification shall not extend to any claim to the extent it arises from the Agency's or City's failure to perform its obligations under this Agreement or from the negligent or intentional act of the Agency or City. This indemnity shall survive termination of this· Agreement with respect claims which arise from events occurring prior to tennination.

11.22 Existina Aareeroent. Upon this agreement becoming effective pursuant to Article 2 above, the Owner Participation Agreement dated as of November 26, 1996 among the Agency, City and Owner shall be of no further force or effect, it being the intent of the Parties that this Agreement replace that earlier agreement.
458\39\1142"6.4 23 228
WHEREFORE, the Parties have executed this Agreement as of the date first above written.

Attest:

Approved as to form:
,i
' By: fr, ·.'., -i-v,i....' ·"'
City Attorney
458\39\ 114246.4

BELMONT REDEVELOPMENT AGENCY

CITY OF BELMONT
/' f:t/ ., By: )ll~!t11,·{ ✓ '/UiYJt1AL
City Manager
ORACLE CORPORATION, a
Delaware corporation
By:~
ORACLE SHORES ASSOCIATES, LLC, a
California limited liability company
By its members:

ORACLE CORPORATION, a Delaware
co~~
By:~ .... ~~.,.__...,.._ _____ _
Its: V \ \. T .. ~l-<'

SHORES DEVELOPMENT
AS SOCIA TES, LLC, a California limited
liability co:;~!!!'.~
24 229
458\3&\114248.4

EXHIBITA

PROPERTY DESCRIPTION
230
Exhibit A

PROPERTY DESCRIPTION
PHASE 1
Lot 1 as shown on that certain map entitled "ISLAND PARK, SITUATE IN

THE CITY OF BELMONT, COUNTY OF SAN MATEO COUNTY, STATE
OF CALIFORNIA," filed in the office of the County Recorder of San Mateo County, State of California, on August 1, 1988, in Book 118 of Maps, at pages 61 through 64, inclusive.

APN 040-360-260 JPN 118 061 000 01 T
Parcel lettered "B," as shown on that cenain map entitled 'PARCEL MAP NO, 71-1 CITY OF REDWOOD CITY, SAN MATEO· COUNTY,
CALIFORNiA," filed in the office of the County Recorder of San Mateo County, State of California, on February 19, 1971, in Book 12 of Parcel Maps, at page(s) 1.

APN 095-040-120 JPN 095 004 040 12 A
PHASE2
Lots 3, 4 and 5, as shown on that cenain map entitled "ISLAND PARK;,

SITUATE IN THE CITY OF BELMONT, COUNTY OF SAN MATEO
COUNTY, ST A TE OF CALIFORNIA,.. filed in the office of the County Recorder of San Mateo County, State of California, on August 1, 1988, in Book 118 of Maps, at Pages 61 through 64, inclusive.

APN 040-360·280
APN 040-360-290
APN 040-360·300
APN 040-36().310
JPN 118 06100003 T
JPN 118 061 000 04 T
JPN 118 061 000 05 T
231
RESOLUTION NO. l 999-_L
RESOLUTION pF THE PLANNING COMMISSION OF THE CITY OF B.ELMONT

APPROVING A DETAILED DEVELOPMENT PLAN AND ASSOCIATED CONDITIONAL

USE PERMIT AND DESIGN REVIEW

FOR THE ORACLE ISLAND PARK OFFICE EXP ANSI ON PROJECT
AT 301 & 505 ISLAND PARK.WAY AND 20l & 501 CONCOURSE PLACE (APPL. NO. 98-1122)
WHEREAS, Cliff Berry on behalf of the Oracle Corporation has applied for approval of a Detailed Development Plan and associated Conditional Use Permit and Design Review for the Oracle Island Park Office Expansion Project; and
WHEREAS, a public hearing was duly noticed, held, and closed on January 19, 1999; and.

WHEREAS, the City Council has adopted an FEIR for the project pursuant to CEQA; and, WHEREAS, the Planning Commission has reviewed the Conditions of Approval attached hereto as Exhibit "A".

THE PLANNING COMMISSION FINDS that the following findings required by Section

12.4 can be made:
l. The proposed project is consistent with the EB (East Belmont - Mixed Use) land use designation for the site. in that the proposed office use wiUcomplete the mix of retail, residential, hotel, and office uses contemplated by the General Plan; and,

2. The Detailed Development Plan for the project is consistent with the PD zoning and the Conceptual Development Plan approved for the site; in that it conforms to plans approved by the City Council as part of the PD zoning for Island Park, and all modifications required by the conditions of approval of the rezoning have been incorporated into the Detailed Development Plan to assure conformance with all aspects of the approved Conceptual Development Plan.

THE PLANNING COMMISSION FURTHER FINDS that the required findings of Section 11 of the Zoning Ordinance, Conditional Use Permits. can be made as follows:

I. The proposed project would be compatible with existing residential, office, commercial and recreational development in the area by benefit of its design, location, landscaping, and provision of parking for park users, and does not place an undue burden on existing transportation utilities and service facilities in the vicinity in that: the project will only be allowed to partially build-out while the existing road system is in place, and that the impacts from this partial build out are subject to findings of overriding consideration in light of the economic benefits for Belmont as allowed by the California Environmental Quality Act, and that future construction 232
of Phase two is contingent upon the implementation of transportation improvements which will mitigate traffic to acceptable levels and provide area•wide benefits, and that other infrastructure such as park parking and fire fighting capabilities will be enhanced by the financial benefits and physical construction of the project, and the proposed office buildings, parking structures and surface parking areas meet all req·uired standards including square footage, staying within the maximum 410,000 square feet established in the Conceptual Development Plan; and,

2. The site is of sufficient size io accommodate the proposed use in that all required parking and landscaping facilities can be provided. and additional parking, yards, and open space is being provided or enhanced. The DDP provides a total 1,298 parking spaces, which is 66 more spaces than required based on the established standard of 3 spaces per 1,000 square feet of gross office area. Dimensions of parking spaces meet the standards set forth in the zoning ordinance. Landscaping planting areas comprise approximately 43% of the total area to be developed in Phase One, 30% of Lot 3 and 43% of Lot 5 in Phase Two which is well in excess of the required amowit of landscaping; and,

3. The site will be served by streets of capacity sufficient to carry the traffic generated by the proposed use, in that transportation and parking impacts are identified in the FEIR and addressed through mitigation measures and the development agreement which call for construction of improvements which will mitigate the traffic and provide area-wide benefits, and the project phasing will be matched to the ability of streets and improvements to carry the projected traffic; and,

4. The proposed use, if it complies with all conditions upon which approval is made contingent, will not adversely affect other property in the vicinity of the general welfare of the City in that lighting, noise, parking, aesthetics, traffic, circulation, public safety, and views have been taken into account and provisions have been made to address ~l identified significant impacts to assure compatibility with property in the vicinity, and the project proponent will be implementing monitoring of mitigations with independent verification by the City of Belmont, to further assure the general welfare of the City is protected. Circulation patterns, pedestrian and bicycle access, parking areas, landscaping, lighting and buildings have all been reviewed to ensure public safety. Ample landscaping will make the site attractive and enhance the development. The architectural design of the buildings is compatible with existing buildings in the area.

THE PLANNING COMMISSION FURTHER FINDS that the proposed project meets the principles of Design Review in Chapter 13.5.3 in that the architectural design, parking, and landscaping will conform to the required standards.

NOW, THEREFORE, BE IT RESOLVED that the Planning Commission approves a Detailed Development Plan and associated Conditional Use Permit and Design Review for the 2 233
Oracle [stand Park office expansion project, subject to the Conditions of Approval in Exhibit "A" attached.
* • • • * •
Passed and adopted at a regular meeting of the Planning Commission of the City of Belmont held on January 19, 1999 by the following vote:

AYES,
COMMISSIONERS: Warden, Wiecha, Mathewson, Phillips, Parsons NOES,
COMMISSIONERS:,...!...J.l,wn.-___________________ _

ABSENT,
COMMISSIONERS:...i.P..i.uwrci..i,eli.f,jllL&.,, ...,P.l<Jei1.1.:roloC.6n-'llla..__ __________________ _

ABSTAIN,
COMM! SIONERS:....u.i.~--------------------
,1
/"'\., ,//

DANIEL V ANDERPRIEM
Planning Commission Secretary
l:\hoppcr\oraclc.rs I
3 234
Exhibit "A"
RESOLUTION NO. l and 3
Conditions of Project Approval
Detailed Development Plan, Conditional Use Permit, Design Review and Grading Plan Oracle.Island Park Office Expansion Project
(Appl. Nos. 98-1122 and-1123)
I. COMPLY WITH THE FOLLOWING CONDITIONS OF THE COMMUNITY DEVELOPMENT DEPARTMENT:

A. Site development shall conform to the Detailed Development Plan prepared by Brian Kangas Foulk date stamped December 28, 1998. Necessary minor modifications to the approved plans may be made with the approval of the Director of Community Development.

B. Prior to any construction. the applicant or a designated representative shall obtain all required building permits.

C. The hours of grading and construction activity shall be governed by Ordinance No. 934, which limits construction activity to the hours of 8:00 a.m. to 5:00 p.m.

Monday through Friday, and 10:00 a.m. to 5:00 p.m, on Saturday. No construction activity noise shall be permitted on Sunday or on holidays.

D. Stationary construction equipment such as generators and compressors shall be located as far as possible from existing homes. Construction specifications shall require that heavy equipment remain on the project site to avoid disruptive noise caused by daily hauling of equipment on and off the site. Equipment shall be properly maintained with adequate muffling to achieve the lowest possible noise levels.

E. All large-truck construction traffic shall be along a route established by approval of the Building Official. Damage to any public roads resulting from construction traffic to and from the project shall be repaired by the applicant as required by the Department of Public Works.

F. City ordinance provides that the Conditional Use Permit and Design Review approvals shall lapse and become null and void one year following the date on which they became effective, unless extended by the Planning Commission. or prior to the expiration, a building pennit is issued and construction is commenced and diligently pursued toward completion of the project.

G. The pedestrian bridge shall be constructed by the time of completion of Phase Two or, if that is not possible, a bond shall be provided guaranteeing bridge construction. Bicycle/pedestrian path segments associated with Lot 1 and Lot Bl 04 shall be constructed at the time of office building construction on those lots. 1 235
Path segments on parcels in Phase Two shall be constructed with Phase Two buildings.

H. If allowed by BCDC, the plaza, path and bridge shall be lighted at night in order to ensure public safety.

I. [f the subsequent Redwood City approval results in only minor modifications, which do not materially affect the Commission's approval, then the Director of Planning may administratively approve the minor changes. The Commission will be informed of any requested changes from Redwood City prior to action by the Director of Planning. The Director may refer proposed changes to the Planning Commission if the changes may materially affect the Commission's decision.

J. Prior to issuance of building pennits, a revised lighting plan shall be submitted showing pole heights and locations, loading dock and security lighting, and all other exterior lighting for-review and approval by the Planning Commission.

Lighting standards shall be no higher than 25 feet.

K. To ensure that mitigation measures are implemented, compliance with the adopted monitoring program is required.

L. No building permit for Phase Two office building construction shall be issued until compliance with the terms of the DDA and Development Agreement has been obtained as it applies to transportation improvements. If the transportation improvements contemplated under the DDA/DA cannot be implemented, then this development approval, as it applies to Phase Two, shall be null and void.

M. Failure of the Redwood Shores Traffic Improvement District to be passed or to fund the traffic improvements specified in the ODA/DA shall not release the applicant from causing these mitigating traffic improvements to be constructed, prior to or simultaneously with Phase Two office buildings.

N. Prior to issuance of building permits, Sheet Ll.0 shall be revised and submitted, with corrected landscaping area tabulations, and final landscaping plans showing more detail as to size and type of plantings, staking, irrigation, and other landscaping information, for review and approval of the Planning Commission.

Landscaping around the perimeter of the garage on Lot 5 shall be augmented with random groupings of trees and shrubs to provide visual screening at varying building heights.

O. Wall signs shown on Sheet ALO shall be submitted for design review prior to issuance of sign pennits.

P. All grading shall conform to the City's Grading Ordinance. 2 236
Q. Occupancy prior to completion of all site improvements may only be allowed upon posting of a bond in the amount of 100% of the materials and labor costs of unfinished work. ·
R. Occupancy of Phase One, Lot 1, buildings may not occur until completion of site improvements or bonding therefor has occurred for Lot l and Lot B104.

S. All fees due to cover City of Belmont permit processing costs up to and including Planning Commission approval shall be paid within 30 days of such approval. Amount due is $56,967.59.

T. Prior to issuance of building permits, the final design for the larger parking garage shall be returned to the Planning Commission for review and approval.

II. COMPLY WITH THE FOLLOWING CONDITIONS OF THE DEPARTMENT OF PUBLIC WORKS:

A. Sanitary Sewer
l. Report submitted on sewer line and pump station capacity is accepted.

Based on report after pressure testing conducted on existing pumps and meters, if required, install new pump impeller.

2. Relocate the existing 8" sewer main in Phase II to provide continued sewer service. Easement and details to be worked out with the Department of Public Works.

3. Pay sewer connection charges as each phase is constructed.

B. Storm Drain

1. Report on storm drain lagoon capacity is acceptable. Annual report on lagoon operations and testing to be furnished to the City of Belmont.

2. A storm water pollution prevention program for the project site shall be submitted to the Department of Public Works for review and approval.

All required measures shall be implemented and maintained. The plan shall be submitted with the building plans for each phase of work.

C. Street Improvements

1. Existing streets, sidewalks, curb and gutters and street lights are proposed to remain unchanged. Any of the improvements damaged during the course of construction activities shall be removed and replaced.
3 237

2. Driveway approaches shall be constructed in accordance with City standards.

3. A new driveway entrance shall be constructed on Island Parkway, including reconstruction of the median island as shown on the conceptual plan. Improvement plans shall be submitted with each phase of building construction.

4. Modifications to the extension of Concourse Drive between the parking garage and Building One shall be made by the developer. Plans shall be submitted to the Department of Public Works for review and approval.

D. Traffic Circulation
The traffic study provided in the project EIR addresses certain traffic mitigation measures. Agreements have been made to accomplish these traffic mitigation measures.

E. Flood Zone
The owner/applicant shall proved all measures to comply with the Special Flood Hazard Zone a designation of the site and submit for map revisions.

III. COMPLY WITH THE FOLLOWING CONDITIONS OF SOUTH COUNTY FIRE:

A. The project shall be constructed in compliance with the requirements established jointly by South County Fire and the Redwood City Fire Department.

B. Turning radius of a fire apparatus access road shall be as approved by the chief.

CFC, section 902.2.2.3
In a previous meeting with the architects, it was agreed that we would include the turning radius of the City of Redwood City due to the proximity of this project.

The City of Redwood City's turning radius is more restrictive than South County Fire Authority. Please refer to the attached sheet indicating the City of Redwood City's turning radius. A computer model simulation successful completion around the site is required.
4 238
C. Fire apparatus access roads shall be designed and maintained to support the imposed loads of fire apparatus and shall be provided with a surface so as to provide all-weather driving capabilities. CFC, section 902.2.2.2.

D. Road way(s) shall be capable of supporting 61,000 pounds of weight and shall meet Highway Standard H-20 prior to the beginning of construction.

E. The location, number and type of fire hydrants connected to a water supply capable of c;lelivering the required fire flow shall be provided on the public street or on the site of the premises or both to be protected as required and approved by the chief. UFC section 903.4.2.

Four hydrants are required based on the total required fire flow for this project.

Location of hydrants, on sheet 1 of the site plan provided by Brian Kangas Foulk, are questionable. The hydrant on the north side is difficult to gain access.

South County Fire and the City of Redwooci City shall dictate the location of all four hydrants.

The hydrants shall be a Rich Corona, Jones or one of comparable quality with one 2½ inch and two 4½ inch outlets with national standards threads. The hydrants shall be on site and operational prior to the beginning of construction.

F. Indicate on next submittal any locations of fire department connections in order that both cities can evaluate the location and accessibility.

G. Indicate clearly all entrances to the building.

H. Underground fire service shall be on one line and not connected to the domestic service.

I. A condition of approval for this project is that the plan checking fees be paid to South County Fire. Failure to pay this fee will result in the project not being finalized.

Approved Final Conditions:

Dan V anderpriem,
~
Director, Planning Date
and Communit ment
I :/hopper/oracle.end
5 239
RESOLUTION NO. 1999-_l__

RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF BELMONT ADOPTING A MITIGATION MONITOR1NG PROGRAM

FOR THE ORACLE ISLAND PARK OFFICE EXPANSION PROJECT
AT 301 & 505 ISLAND PARK.WAY AND 201 & 501 CONCOURSE PLACE (APPL. NO. 98-1122 AND-1123)
WHEREAS, Cliff Berry on behalf of the Oracle Corporation has applied for approval of a Detailed Development Plan and associated Conditional Use Permit, Design Review and Grading Plan for the Oracle Island Park Office Expansion Project; and WHEREAS, a public hearing was duly noticed, held, and closed on January 19, 1999; and, WHEREAS. the City Council has certified an EIR for the project pursuant to CEQA; and, WHEREAS, state law requires that whenever a public agency certifies an EIR, the agency must adopt a program of monitoring or reporting that will ensure that mitigation measmes are complied with during implementation of the project; and, WHEREAS, the Planning Commission has reviewed the Mitigation Monitoring Program for the Oracle Island Park Office Expansion project and finds that the program will adequately ensure compliance with all mitigation measures identified in the project FEIR; NOW, THEREFORE, BE IT RESOLVED that the Planning Commission approves and adopts the attached Mitigation Monitoring Program for the Oracle Island Park Office Expansion Project.
"' * * * * * * * * *
Passed and adopted at a regular meeting of the Planning Com.mission of the City of Belmont held on January 19, 1999 by the following vote:

AYES,
COMMISSIONERS: Wiecha, Mathewson, Phillips, Warden, Parsons NOES,
COMMISSIONERS:~tm....-------------------

ABSENT,
COMMISSIONERS:,.JP:.!,!llr!r!C~ecllU .... eaiir~OllDail-------------------

ABSTAIN,
COMMISSIONERS:•~tnC....-------------------
1-U /\------·

DANIEL V ANDERPRJEM
Planning Commission Secretary
l:\hoppcrl.oraclc.rs3 240

JIITIGATION MONITORING PROGRAM -THE ORACLE ISLAND PARK OFFICE EXPANSION PROJECT the environmental mitigation measures listed in column lwo below have been incorporated into the conditions of approval for the Oracle Island Ofrice Part< Expansion Project in order to mitigate identified .,nvironmental impacts. A completed and signed chart will indicated that each mitigation requirement has been complied with, and that city and stale monitoring requirements have been fulfilled with ,esnect to Assembly Bill 3180 (Public Resources Code Section 21081.6).

MONITORING VERIFICATION
IDENTIFIED IMPACT RELATED MITIGATION MEASURE lmpl. I Type of I Timing I Monitoring and I Date Entity' Monitoring Roquiremena' Verification Signature Adion1 Enlil\14
,\. LAND USE AND VISUAL . San Carlos Airport
Impact LV-1. Submit a Notice of Proposed Construction of Aneration (FAA Form Appl. OTC PBP FANBCDD 7 460-1} to the FAA for FAA airspace review. If the proposed project structures are deemed to be obstructions to air navigation, then implement the specific mitigation measures required by the FAA.

Dual and Noi .. Impacts
Impact LV-2. Same mitigation as Mitigations N-1 and N-2 (i.e., construction period noise abatement measures} and Mitigation AQ-1 (i.e., construction Contr. CPI DPC OPWO
period dust abatement measures). . C
Belmont Slough Bridge
,Impact LV-3. Include a •courtesy" review (advisory to Redwood City} of the proposed bridge design as part of the design review agenda put Appl. SSR PBP CRWC
before the Belmont Planning Commission for the entire project. The bridge design should visualy complement and take advantage of the &lough setting. Railings and bridge supports should use an open design. To the extent allowable, the bridge should be designed to assure the continued vi&tJal dominance of the slough, and preaerve the sense of openneas and physical division the slough provldea.

Parking Structure
Impact LV-4. Give particular consideration to the design of the proposed parking Appl. SSR PBP BCDD structure during the Belmont Planning Commission design review of the proposed project. lnco,porate architectural, landscaping, and lighting provisions in the design of the structure to soften its appearance, reduce the degree of perceived building mass exposed lo adjacent uses and complements surrounding development.

Impacts to Adjacent Single Family Residences
Impact LV-5. Reduce the building height on lot #1 from 7-stories plus mechanical Phase I PBP BCDD penthouse to 3-stories plus mechanical penthouse. The eliminated SSR four stories may be constructed as a separate building in the vicinity . of B-104, farther from the single family residences, as shown on .

Exhibit •e• (four building scenario) of the FEIR Certification Resolution.
1 241
ffllTIGATION MONITORING PROGRAM - THE ORACLE ISLAND PARK OFFICE EXPANSION PROJECT The environmental mitigation measures listed in column two below have been Incorporated into the conditions of approval for the Oracle Island Office Pal1t Expansion Project in order to mitigate identified

1.,nvironmental impacts. A completed and signed chart will indicated that each mitigation requirement has been complied with, and that city and state monitoring requirements have been fulfilled with 1asoect to Assemblv Bill 3180 (Public Resources Code Section 21081.6).

MONITORING VERIFICATION
IDENTIFIED IMPACT RELATED MITIGATION MEASURE lmpl. I Type of I Timing I MonilOring and l Date Enlity1 Monitoring Requirements• Verificalion Signalure Adion2 Enlilv'
H. TRANSPORTATION AND PARKING . . Surface Street MitigatJona Impact T-1. Complete improvements for dired access to Island Park by Appl. Phase II PBP BCDD extending Island Parkway and signalizing the new intersection as SSR shown on Exhibit •e· to the resolution certifying the FEIR.

Implementation of thia mitigation will require conversion of the Ralston interchange to partial cloverleaf design which should be a shared cost based upon the proportionate share of traffic generated from Redwood Shores. (Resolution No. 8304, Exhibit 'A') Interchange and Ramp Mitigation
Impact T-2. Fund a proportionate share of the conversion of the Ralston Appl. Phase II PBP/PGP BCDD Interchange from a full dover leaf to a partial clover leaf design SSR including the realignment of off.ramps, the expansion of the northbound on ramp, and the signalization of Ralston Avenue and Marine Parkway to acconvnodate the partial cloverteaf off-ramps as shown on Exhibit -e· attached to the FEIR certification resolution. (Resolution No. 8304, Exhibit 'A').

TSMllllaaurn
llmpact T-3. Oracle shall be required to continue the following TSM programs for Appl. OTC PBP BCDD its Island Palk campus:

Transportation System Management (TSM) Measures
1) Flex-time policy for Oracle employees
2) Designated carpool parking for registered carpools - 240 permits currently
3) Enclosed bicycle lockers for regular bike commuters - 154 assigned bike lockers, plus 100+ open racks for part-time bicyclers
4) Shuttle service to and from the San Carlos and Belmont Cal Train stations
5) Mid-day on-call shuttle for rides between Oracle locations 6) Vanpool service from several locations of Oracle based on user demand
7) On-site public transit ticket purchasing; 20% subsidy 8) Transportation hot-line for employees seeking commute allematives
2 242
lffllTIGATION MONITORING PROGRAM - THE ORACLE ISLAND PARK OFFICE EXPANSION PROJECT The environmental mitigation measures listed in column lWo below have been incorporated into the conditions of approval for the Oracle Island Office Park Expansion Project in order to mitigate identified i,nvironmental impacts. A completed and signed chart will indicated that each mitigation requirement has been complied with, and that city and state monitoring requirements have been fulfilled with resoect to Assembly Bill 3180 (Public Resources Code Section 21081.6).

MONITORING VERIFICATION
IDENTIFIED IMPACT RELATED MITIGATION MEASURE lmpl. I Type of I Timing I Monitoring and I Dam Entity' Monitoring Requirements• Verification Signature Adioll2 Entitl
. 9) On-site amenities which reduce AM peak, and noon-time trips: . a) Fitness Center
b) Food service locations with various hours between 7:00 am and 7:30 p.m.
c) Ory Cleaning/Shoe Repair drop-off service
d) Automobile service and detailing
e) Florist
f) Stamp machine
g) Multiple ATM locations
h) Film Processing and drop-off service
(Resolution No. 6304, Exhibit 'A')
lmpadT-4.

Timing of Project and Traffic Mitigation Conavuction
No building pennit for office building construction shall be issued Appl. Phase II PBPIPGP BCOD until the construction contracts for mitigations T-1 and T-2, and the SSR Highway 101 auxiliary lanes north of Ralston are all awarded. The construction time for improvements induded in T-1, T-2, and the auxiliary lane project between Ralston and Highway 92 au have approximately the same construction time as the construction of the first office buik:Ung in the Oracle project. This mitigation will assure that the occupancy of the office building and the compietion of area roadway improvements occur as simullaneou&ty as practicable. The result will be no significant short term impacts associated with completion of additional Island Park office space before traffic improvements are in place.

Alternate Traffic Mitigation
Should the preferred traffic mitigation be determined to be infeasible by the City Council, then all the FEIR traffic mitigations, on FEIR pages 170.175, shaU apply as modified below:

Add FEIR Mitigation T-11 as follows: Timing of Projed and Traffic Mitigation Construction - No building permit for office building ' construction shall be issued until the construction contrads for mitigations T-1 through T-5, and the Highway 101 auxiliary lanes north of Ralston Avenue are awarded.
(Resolution No. 8304, Exhibit 'A')
3 243
.tlTIGATION MONITORING PROGRAM - THE ORACLE ISLAND PARK OFFICE EXPANSION PROJECT The environmental mitigation measures listed in column two below have been incorporated into the conditions of approval for the Oracle Island Office Park Expansion Project in order lo mitigate identified environmental impacts. A completed and signed chart will indicated that each mitigation requirement has been complied with, and that city and state monitoring requirements have been fulfilled with resnact to Assemblv Bill 3180 fPubliC Resources Code Section 21081.6).

MONITORING VERIFICATION
IDENTIFIED IMPACT REL.A TEO MITIGATION MEASURE '~- I Type of l Timing l Monitol'ing and l Date Entity' Monitoring Requirements1 Verification Signature Action3 Enlihl4
.

Impact T-5. Interchange improvements are covered in T-2 . (deleted) Impact T-6.

AcceH to Parking for Building 3
Provide a median break at the proposed B-104 site driveway Appl. Phase I PBP/PGP BCDD location along Island Parkway, and a left-tum lane on the SSR southbound Island Parkway approach to this intersection.

Reconstruct the median area near this location to eliminate the existing northbound left-tum lane.
301 laland Parkway
impact T-7. If and when complaints are received from 301 Island Parkway Appl. SMS STR BCDD employees regarding speeding or unsafe driving in their parking lot by Oracle Building 3 employees or visitors accessing the Concourse Place and B-104 sites, implement the following measures:
• Inform all Building-3 employees of the problem and expected correct driving procedures. Regularly reinforce safe driving rules.
• If monitoring indicates that a safe driving infonnation/education effort is not solving the problem, instaJI physical changes such as speed undulations.
lmpadT-8.
lntamal Circulation - Island Parkway and Clipper Drive Site• Modify the design of the Island Parkway site and B-104 site 11t1rface Appl. SSR PGP BCDD parking lots, and the Clipper Drive site parking structure, to ensure dear sight lines at aH internal intersections, evenly aligned internal driveway approaches, the elimination or reduction (to the extent feasible) of internal driveway intersection approaches which are not at 90-degree angles, and 26-foot-wide parking aisles adjacent to 90 · degree paoong stalls. The redesign shall be reviewed and approved by the Director of Community Development and Planning, and at the Directo(& discretion may be referred back to the Planning Commission for design review should the redesign significanUy alter the layout beyond what was approved through the Conceptual Development Plan process The design of the B-104 site surface · parking lot, which is located in Redwood City, Shall comply with City of Redwood City standards.
4 244

MITIGATION MONITORING PROGRAM - THE ORACLE ISLAND PARK OFFICE EXPANSION PROJECT The envirOMlenlal nwgation measures listed in column two below have been incofporated into the conclmns of approval for the Oracle laland Office P•lt( Expansion Project in order to mitigate identified environmental impacts. A completl!d and signed chart will indicated that each mitigation requirement has bee!1 complied wih, and that cily and state monitoring requiremenls have been fUlfilled with resoect to Assembly Bill 3180 (Public Resources Code Soction 21081.6).

MONITORING VERIFICATION
IDENTIFIED IMPACT RELATED MITIGATION MEASURE ~ - I Type°' I Timing I Monitoring and E~' ~ I Da~ R1quirementsio Verikalion Signature Ad«l1 Enlilv4 Internal Circulation - COflCC>lna Place and 8-104 Sites lmpadT-9. Same as Mitigation T-8 Appl. SSR PGP BCDD '
. Parking Plan Adequacy lmpad T-10. Carry out the following measures: Appl. OTC PBP BCDD • With concurrence from the Belmoot Parks and Recreation Department that 1pacn are regularly available at the Belmont Sports Complex on weekdays before 3:00 PM, a set number of available spaces shall be designated to accommodate Oracle overflow parking demand, between the hours of 8 AM and 2:30 PM on weekdays. Oracle wil sign these spaces as to their limited use by Oracle employees.
• Orade shall direct weekday overflow parking to the lot adjacent to Building 3 if arrangement cannot be made to use spaces in the sports complex lot.
• Oracle shall promote the use of trand to the greatest exlent possible for employee travel tolfrom work to reduce expected parking demand.

C. GEOTECHNICAL FACTORS
lmpactG-1. Earthquake-Induced Groundahaldng
Implement the recommendations of the pn,vious GeotechnicaJ Appl. PC PBP DPWD investigationl perfonned for the project lite. In addition, design al propoeed buildings and pa,1'ing struclures on the project site in conformance with the Unifonn Building Code and applicable City of Belmont Building Department regulations. The designs shall be baaed on estimates of peak and maximum repeatable earthquak• induced ground surface accelerations expected on the project site, as calculated by project Geotechnical reports.

Earthquake-Induced Differential Settlement
Impact G-2. Implement the following measures, together with the recommendations of the previous geotechnical lnvestigatioos of the Appl. PC . PBP DPWD
project site:
• The project geotechniecd engineer shall recalculate long-term settlement oattems usina the final oroiect aradina Dian and - 5 245

MITIGATION MONITORING PROGRAM - THE ORACLE ISLAND PARK OFFICE EXPANSION PROJECT • The environmental mitigation measures listed in column two below have been incorporated into the conditions of approval for the Oracle Island Office Park Expansion Project in order to mitigate identified environmental impacts. A completed and signed chart wiH indicated that each mitigation requirement has been complied wilh, and that city and stale monitoring requirement& have been fulfilled with reseed to Assembly Bill 3180 (Public Resources Code Section 21081.6).

IDENTIFIED IMPACT RELATED IIITIGA TION MEASURE
'
• confinn that al undergrol.lld utility lines will maintain positive flow, that surface drainage patterns will not be excessively disrupted, and that IUflicient construction joints would be provided to prevent damage to concrete curbs, flalwoft and landscape features.
• All strudures shall be constructed on pile supported
foundations, in accordance with the recommendations of the most recent Geotechnical report for each project site. Piles shall be driven through all layers of bay mud and/or buried refuse, so that support is derived from the underlying
consolidat~ alluvial sediments.
• If changes in the development plan reduce the height of any building to less than 3-stories, or if any of the proposed buildings can be dassified as sufficienlly •11ghtweighr, previously prepared geotechnical reports Indicate that pilesupported foundations may not be necessary. Such buildings should be supported on either mat or grid foundations,
designed to provide continuous support across areas of weak or sealing soils, in accordance with the Geotechnical Engineets recommendations.
• All buildings ahaQ Incorporate flexible pipe couplings at the point where underground utility lines enter the building.

The extension of the existing Island Park levee shall be constructed in accordance with recommendations of the 1981 Cooper & Clark Island Patlc Geolechnical Study, and with any supplemental recommendations identified by the project Geotechnical Engineer at the time of final engineering design and con&trudion. The levee design shall account for all anticipaled settlement of the underlying bay mud and prevent collapse or lateral spreading of the Belmont Slough embankment onto the adjoining marsh plain.
6 MONITORING VERIFICATION
Imp. I Type of I liming I Monitofing and I Da~ Entity' MonilonlllJ Requirementai Venficalion Slgnature Aakx12 Enlill,• 246
it!ITIGATION MONITORING PROGRAM - THE ORACLE ISLAND PARK OFFICE EXPANSION PROJECT 'fhe environmental mitigation measures Usted in cotumn two below have been incorporated into the conditions of approval for the Oracle Island Office Park Expansion Projed in order to mitigate identified environmental impacts. A completed and signed chart will indicated that each mitigation requirement has been complied with, and that city and state monitoring requirements have been fulfilled with resoect to Assemblv Bill 3180 (Public Resources Code Section 21081 .6).

MONITORING

IDENTIFIED IMPACT
lmpactG-3.
lmpactG-4.

Impact G-5.

RELATED MITIGATION MEASURE
Long Tenn Differential Setllement
Same as Mitigation G-2
Construction Period lmpacta of RefuN-Generated Gases.
lmpl.

Entity'
Appl.

Implement the following measures, together with the Contr. recommendations of the previous Geotachnical investigations of the project site. During all construction on the Island Parkway site within or immediately adjacent to areas underlain by buried refuse, the building contractor &hall implement the safety measures recommended by the project Geotechnical Engineer including but not limited to:
• Replace and recompact any portions of the existing
impermeable clay cap over the abandoned landfill that may be disturbed by excavation or grading activities.
• Property contain and dispose of all refuse, leachate or gases encountered during excavation.
• Construction workers shall not work alone. Make gas detection equipment continually available . and provide workers with readily available breathing devices and acid-vapor masks during all excavation and consbuction within refuse areas. • Prohibit onsite smoking and welding and equip all construction ·equipment with vertical exhaust stacks and/or spark arresters around excavations within refuse areas.

Long-Tenn Occupancy Impacts of Refuse-Generated Gaaea.

Implement the following measures, together with the I Appl. recommendations of the previous geotechnical investigations of the project site:
• If recommended by the Geotechnical Engineer, install a passive gas venting system around the perimeter of the former landfill to prevent gas aca.imulation under pavements and to prevent seepage Into buildings or utility vault& through peNious trench backfiU materials.
7 I Type of I Tlllling 1 Moniloring and Monitoring Requirements3 Verification . Adiotl2 Enlitv•

PC PBP OPWD

CPI OPC DPWD

PC PBP DPWD

VERIFICATION
Signature I Od
247
\/HTIGATION MONITORING PROGRAM -THE ORACLE ISLAND PARK OFFICE EXPANSION PROJECT I
The environmental mitigation measures listed in column two below have been incorporated into the conditions of approval for the Oracle Island Office Park Expansion Project in order to mitigate identified environmental impacts. A completed and signed chart will indk.ated that each mitigation requirement has been complied with, and that city and state monitoring requirements have been fulfilled with resoect to Assembly Bill 3180 (Public Resources Code Section 21081.6).

MONITORING

IDENTIFIED IMPACT
li:npact G-6.

RELATED MITIGATION MEASURE
• The project sponsor& shall initiate . discussions with the Califomia Integrated Wasted management Board and the
Regional Water Quality Control Board to fonnally close their portion of the landfill, in accordance wi1h all app6cable state regulations, and shall coordinate with the San Mateo County Depaf1ment of Environmental Health regarding proposed
development on the fonner landfiU areas of the project site.

Hazardoua Matertala Disturbance
lmpl.

Entity'
Implement the following measures, together with the I Appl. recommendations of the previous Geotechnical Investigations of the project site: perform a Phase I environmental assessment (which involves a surface suivey and a records search, but no active soils testing) as part of the B-104 site geotechnical investigation to identify any potential for existence of hazardous materials on the site. If a potential for hazardous materials i& indicated, conduct a Phase II assessment and implement all recommendations set forth in that assessment for proper disposal and/or onsite encapsulation of the identified materials.

D. DRAINAGE AND WATER QUALITY
Impact D-1.

Impact D-2.

B-104 Sita Drainage
The project engineer shall fully evaluate. in accordance with city I Appl. design standards, the capacity of aJI existing storm drains that would be used to convey stormwater runoff from e.104 site to the central lagoon. It Is found that any portions of these existing drainage systems cannot accommodate the miticipated incremental runoff from the B-104 site with the project, the applicant shall construct all offsite storm drain Improvements (e.g., instalUng larger culverts or paraUel a.ilverts lo increase djscharge capacity) needed to provide the additional, required capacity, as identified by the project engineer and approved by the City Engineer.

B-104 Site Tldal Flooding
Extend the existing Island Park Belmont Slough levee around the I Appl. perimeter of the B-104 site so that, after allowing for anticipated, long-tenn settlement of the bay mud undet1ying the levee alignment it shall have a minimum top evaluation of 8.0 MSL and shall provide 8 Monilofing Requiniments3 Verification
I Type of I T1111ing I Monitoring and
At:fKxl2 Enlilll4

OTC PBP/PGP BCDD

PC PBP/PGP DPWD

PC PGP DPWD

VERIFICATION
Signature I Date
248
ilTIGATION MONITORING PROGRAM - THE ORACLE ISLAND PARK OFFICE EXPANSION PROJECT The environmental mitigation measures listed in column two below have been incorporated into the condition& of approval for the Oracle l&land Oflioe Park Expansion Project in order to mitigate identified anvironmenlal impacts. A completed and signed chart will indicated that each mitigation requirement has been complied with, and that city and state monitoring requirements have been fulfilled with respect to Assembly Bill 3180 (Public Resources Code Section 21081.6). !DENTIFIED IMPACT RELATED MITIGATION MEASURE
a level of protection against tidal flooding at least equal to the existing level of protection around Island Part.

Soll Erosion

MONITORING
lmpl.

Entity' I Type or I Timing I Monilofing and
Moni~ Requiremenla3 Verification
Al:Jion2 Entitv.
tmpactD-3. Implement the following measures: I Appl. PC PGP DPWD/ RWQCB
(a) Plepare Erosion Conl/OI Plan and Obtain Grading Pennit.

Prepare and implement a city-approved erosion control plan for each project phase. The erosion control plan, at a minimum, shall follow all city ordinances and confonn with ABAG Manual of Standards for Erosion and Sediment Control Measun,s and the Califomia Stmm Water Best Management Practices
Handbooks. and shall included, but not be limited to, the following criteria:
• Leave existing vegetated areas undisturbed until
construction on each portion of the development site is ready to commence. ·
• Immediately revegetate or otherwise protect all disturbed areas from both wind and water erosion upon the
completion of grading activities.
• Collect stormwater runoff into stable drainage channel, from small drainage basins, to prevent the buildup of large, potentialy erosive &tomlwater flows.
• Direct runoff away from all areas disturbed by construction. • Use sediment ponds or siltation basins to trap eroded soils before runoff is discharged into onsite or offsite drainage culverts and channels.
• To the extent possible, schedule major site development work involving excavation and earth moving fol
construction during_lhe dry season (April 15 to October 15) Apply for and Obtain NPDES Permit. Fila a Notice of Intent with the RWQCB and obtain an NPDES General Pennit for Stonnwater Discharge Asscx;iated with Construction Acti~ from Iha RWQCB in 9 VERIFICATION
Signature I Date
249
~ITIGATION MONITORING PROGRAM - THE ORACLE ISLAND PARK OFFICE EXPANSION PROJECT The environmental mitigation measures listed in column two below have been incorporated into the conditions of approval for the Oracle Island Otrice Park Expansion Project in order to mitigate identified , nvironmental impacts. A completed and signed chart wiH indicated that each mitigation requin,ment has been complied with, and that city and state monitoring requirements have been fulfilled with i,soect to Assembly BiM 3180 (Public Resources Code Section 21081.6).

MONITORING VERIFICATION OENTlflED IMPACT REL.A TED IIITIGA TION MEASURE lmpl. I Type of I Timing I Monitoring and I Dale Entity' Moni~ Requirements' Vlritlcalion Signalure Aclion2 Enlill,4 coordination with the Citv of Belmont.

Non-Point Source Pollution '
impact 0-4. Implement the following meaaures. Appl. PC PGP DPWD The applicant, shaU develop detailed stonnwater pollu6on pmvention plans for each subaraa of the project. At a nininwm, the plan(a) shall (a) identify environmentafly sensitive areas and specify typea and sources of stonnwater pollutants; (b) determine the location and nature of potential impact; and (c) specify appropriate control measures. induding a combination of (1) source controls and (2) post-discharge treatment.
(1) Sou,ce Controls. The source control program shall employ, at a minimum, measur1ta recommended in the Califomia Stonn Water Best Management Practices Handbook. Specific control measures that shall be con&idered a pavement deaning and maintenance program for all paoong areas, particularly at lhe - onset of the rainy aea1011; stenciling of storm drain inlets with ·No Dumping; Drains to the eay-, public education materials to diac:ourage direct disposal of contaminants into alreets or storm drains; and limiting the use of non-biodegradable fertilizers or pesticides.
(2) Post-Discharge T,eatment. The City and the project applicant shall oooperatively develop an onsite program of runoff treatment control measwas (e.g., detention ponds, inlittration, biofilters, media filtration, oil/water separators) that comply with the tenns of the City's Clean Water Permit. Construction and lol'lg-term operation of all components of this program shall remain the responsibility of the applicant.

CumulaUve lmpacta
. Impact 0-5. Same as Mitigation O-t Appl . PC PGP DPWD E. NOISE
PIie Driving
Impact N-1. As a condition of project approval, require future project construction Appl. PC PGP DPWD contractors to comnlv with the following measures (to the extent 10 250
~ITIGATION MONITORING PROGRAM - THE ORACLE ISLAND PARK OFFI.CE EXPANSION PROJECT The environmental mitigation measures listed in column two below have been incorporated into the conditions of approval for the Oracle Island Offa Park Expansion Project in order to mitigate identified environmenlal impacts. A completed and signed chart will indicated that each mitigation requirement has been complied with, and that city and state monitoring requirements have been fulfilled with resoecl to Assembly Bill 3180 (Public Resources Code Section 21081.6).

MONITORING

IDENTIFIED IMPACT
Impact N-2.

RELATED MITIGATION MEASURE
feasible), with verification of such contract stipulations submitted to the City:
(1) Scheduling. Scheduling construction activities, and in particular pile driving, to have the least impact on the adjacent existing hotel and on adjacent single-family homes currently under construction. Prohibit pile driving prior to 8:00 AM, after 5:00 PM, and at all hours during weekend and holidays. The
construction schedule shall consider the need for nighttime quiet in the hotel and residences and, to the extent feasible, daytime quiet in the office building.
(2) Shorten the Consltuction Period. Use double teams of pile drivers to shorten the duration of pile driving.
(3) Use Quiet Pile Drivers. Alternatively, shroud the pile drive to reduce the noise emitted by 5 to10 dBA.
(4) Pre-Drill Holes. Pre-drill the holes so that fewer blows are required to seat each pile.
other Construction Activity
lmpl.

Entity1
Require future project construction contractors to comply with the I Appl. following measures, with verification or such contract stipulations submitted to the City:
(a) Construction Scheduling. Limit noise-generating construction activities to daytime, weekday (non-holiday) hours (8:00 AM to 5:00 PM)
(b) Construction Equipment Mufflers and Maintenance. Property muffle and maintain au construction equipment.
(c) Idling Prohibitions. Prohibit unnecessary idling of internal combustion engines.
(d) Equipment Location and Shielding. Locate all stationary noisegenerating equipment as far as practical from existing nearby residences.
(e) Quiet Equipment Selection. Select qui•~~~"!,1>articular1y 11 I Type of I Timing I Monitoring and
Monitoling Requirements' Verification
Action2 Enlitv•

PC PGP DPWD

VERIFICATION
Signature I Oaw
251
~ITIGATION MONITORING PROGRAM-THE ORACLE ISLAND,PARK OFFICE EXPANSION PROJECT ·rhe environmental mitigation measures listed in column two below have been incorporated into the conditions of approval for the Oracle Island Office Park Expansion Project in order lo mitigate identified environmental impacts. A completed and signed chart will indicated that each mitigation requirement has been complied with, and that city and state monitoring requirements have been fulfilled with 1·esoect to Assembly Bill 3180 (Public Resources Code Section 21081.6).

MONITORING VERIFICATION
IDENTIFIED IMPACT RELATED MITIGATION MEASURE lmpl. I Type of I Timing I Monitoring and I Date Entity' Mooitoling RequirementsJ Verification Signature Adion2 Entity• air compressors, whenever possible.
(f) Noise/Construction Cootrlinator. Designate the project planner at the City's Community Development Department as the
"Noise/Construction Coordinator" whose responsibilities would include responding to any local complaints about construction noise. The Noise/Construction Coordinator would determine the cause of 1he noise complaint (e.g., starting too earty, bad muffler) and institute reasonable measures to correct the problem. Conspicuously post at the construction site, and include in all correspondence, the name and telephone number for the Noise/Construction Coordinator. Submit the name and number of the Noise/Coordinator to the City building division and police department.
(g) Notification. Nearby residents shall receive regular and timely notification in writing of the demolition and conslruction schedule, the phases of c:onstrudion, and the name and
telephone number of the Noise/Construction Coordinator. The City Noise/Construction Coordinator shall review and approve all notification letters prior to their distribution.
-
F. AIR QUALITY
Short-Tenn Construction Impacts.

Impact AQ-1. Require implementation of the following measures in all construction Appl. PC PBP/PGP DPWD contracts for the project site.
(a) Water all active construction areas at least twice daily and more often during windy periods. Active areas adjacent to existing uses should be kept damp at al times.
(b) Cover all hauling trucks or maintain at least two feet of freeboard. Dust-proof chutes shall be used as appropriate to load debris onto trucks during demolition.
(c) Pave, apply water at least twice daily, or apply (non-toxic) soil stabilizers on all unpaved access roads, parking areas, and staging areas.
12 252
lftlTIGATION MONITORING PROGRAM - THE ORACLE ISLAND PARK OFFICE EXPANSION PROJECT The environmental mitigation measures listed in column two below have been incorporated into the conditions of approval for the Oracle Island Office Pane Expansion Project in order to mitigate idenlifaed i,nvironmental impacts. A completed and signed chart will indicated that each mitigation requirement has been complied with, and that city and state monitoring requirements have been fulfilled with resoect to Assemblv Bill 3180 (Public Resources Code Section 21081.6).

MONITORING

IDENTIFIED IMPACT RELATED MITIGATION MEASURE
(d) During late spring, summer, and early fall, sweep daily (with water sweepers) all paved access roads, parking areas, and staging areas and sweep streets daily (with water sweepers) if visible soil material is deposited onto the adjacent roads. (e) Hydroseed or apply (non-toxic) soil stabilizers to inactive construction areas (pntvtously-graded areas that are inactive for 10 days or more).
(f) Endose, cover, water twice daily, or apply (non-toxic) soil bindatS to expo&ed stockpiles.
(g) Limit traffic speeds on any unpaved roads to 15 mph. (h) Replant vegetation in disturbed areas within two days. (i) Suspend any activities that cause visible dust plumes, which cannot be controlled by watering.
lmpl.

Entity'
G. UTILITY CAPACITY
Impact U-1.

Water Supply
In addition to BCWO water conservation requirements (drought- I Appl. tolerant landscaping, efficient irrigation facilities, low flush toilets, and water efficient fixtures), implement the foUowing water conservation measures:
• Comply with the guidelines and regulations set forth by AB 325 for all landscape areas;
• Require the applicant to submit for city approval a detailed landscape plan and associated ongoing inigation and
maintenance provisions;
• Use drought tolerant, native vegetation for landscaped areas; avoid the use of turf;
• Use drought tolerant, natiVe vegetation for landscaped 13 Monitoring Requirements3 Verification
I Type of I Timing 1 Monitoring and
Aditon3 Enlihl4

PC PBP/PGP DPWD

VERIFICATION
Signature I Date
253
ffllTIGATION MONITORING PROGRAM - THE ORACLE ISLAND PARK OFFICE EXPANSION PROJECT rhe environmental mitigation measures listed in column two below have been incorporated into the conditions of approval for the Oracle Island Office Park Expansion Project in order to mitigate identified environmental impacts. A completed and signed chart will indicated that each mitigation requirement has been complied with, and that city and state monitoring requirements have been fulfilled with rssoect to Assembly Bill 3180 (Public Resources Code Sac:tion 21081.6}. .

MONITORING VERIFICATION
lll>ENTIFIED IMPACT REL.A TED MITIGATION MEASURE lmpl. l Type of I Timing I Monitoring and Entity' Monitoring Requirements' Verification Signature I Date Action2 Entity'
areas; avoid the use of turf;
• Use drip irrigation to the greatest extent feasible; and; • Provide a separate water meter for landscaped areas .

Water Diatribution.

Impact U-2. Install a 12-inch water main in an easement on the Belmont Sports Appl. PC PBP/PGP BCWD Complex south fields property to complete a loop in the existing water distribution system aetVing the projec:t site vicinity, as required by the ecwo.

Project Sewage Treatment lmpacta.

Impact U-3. Provide a project fair-share contribution in sewer connection fees, Appl. OTC PBP DPWD capacity fees and monthly service charges and/or a special district toward the costs of new facilities, sub-contracting agreements or other arrangemenla made by the City for treatment of peak wet weather sewage flows in excess of the City's current SBSA treatment plant capacity right. .

Cumulative Sewage Collection Syatem lmpacta
Impact U-4. Require the project applicant to: Appl. SMS PBP DPWD (1) Perform a pressure test to sewer Pump Station No. 1 to · determine the actual system operating pressure head. If the pressure test results indicate that Pump Station No. 1 is operating more efficiently that calculated by the applicanfs engineers (see Appendix D) and has an actual capacity greate, than the 325-gpm capacity calculated by the applicanfs
engineers, then this impact would be less than significant and no additional mitigation would be necessary.
(2) Alternatively, if the pressure test indicates that the capacity of Pump Station No. 1 is 325 gpm as calculated by the applicant's engineers, then also require the applicant to replace the existing •485" Impeller (325 gpm capacity) with a "484" impeller (420 gpm capacity-i.e., 87 gpm greater than the peak Island Parlt flow with the project). Since the •434• impeller is with the same dass of imoellers for the oump model (model CP3127} ' 14 254
~ITIGATION MONITORING PROGRAM - THE ORACLE ISLAND PARK OFFICE EXPANSION PROJECT The environmental mitigation measures listed in column two below have been incorporated into lhe conditions of approval for the Oracle Island Office Pal1< Expansion Project in order to mitigate identified ,environmental Impacts. A completed and signed chart will indicated that each mitigation requirement has been complied with, and that city and state monitoring requirements have been fulfilled with resoect to Assembly Bill 3180 (Public Resources Code Section 21081.6).

MONITORING VERIFICATION
IDENTIFIED IMPACT REL.A TED MITIGATION MEASURE lmpl. I Type of I Timing I Monitoring and I Dale Entily' Monitolillg RequinimenlS1 Verification Signature Action' e-◄ used in Pump Station No. 1, the wetl, pump housing, and motor would not need to be replaced . ' . ConstJVctlon Period Solld W•te Impacts Impact U-5. Require the applicant to cooperate with lhe SBTSA in providing for Appl. OTC PBP BCDD recycling of project demolition and construction wute to the maximum extent feasibfe. Prior to issuance for any building permits for the propos~ project, require 1he applieant to submit to the city an official statement in writing from the SBTSA that recyding of project construction waste haa been adequately provided for to the satisfaction of the district.

Long-Tenn Solid Waate
lmpactU-6. Require the design of future project facilities to provide adequate Appl. PC PBP SBTSA/ trash and recyclable material storage areas. Such areas should be BCDD convenienUy located and accessible to collection vehidea and personnel, adequately sized to not ooly contain the recycling and trash bins, but to also provide sufficient room to safely and effectively seNice the bins, proper1y protected from the elements, signed, screened, and an:hitecturally integrated into the faCMities.

The location and design of the recyclable material storage and pickup areas shall be submitted for review and approval by both the SBTSA and the Director of Community Development and Planning.

The Director of Community Development and Planning may refer the design of the recyclable materials storage and pick-up areas lo the Planning Commiuion for review if the proposed design affeds the site plan suc:h that it deviates significanUy from the approved Conceptual and Detailed Development Plans.

H. VEGETATION AND WILDLIFE
Ped•trian Bridge
CDFG/BCD Impact w-1-1. Design the pedestrian bridge so that the end footings are set back Appl. PC PBP from the top of bank and avoid the full tidal zone. Additionally, the D applicant shaU contact the California Department of Fish and Game (CDFG) regarding wildlife alncema and /or requirements associated with the bridge .
. B-18' Site Wetlands
15 255
lilTIGATION MONITORING PROGRAM - THE ORACLE ISLAND PARK OFFICE EXPANSION PROJECT fhe environmental mitigation measures listed in column lwo below have been incorporated into the conditions of approval for the Oracle Island Office Park Expansion Project in order to mitigate identified environmental impacts. A completed and aigned chart will indicated that each mitigation requirement has been complied with, and that city and state monitoring requirements have been fulfilled with ,esoect to Assemblv Bill 3180 f Public Re&OUrces Code Section 21081.6).

MONITORING

IDENTIFIED IMPACT
-
Impact VW-2.
lmpacl VW-3.

REL.A TED MITIGATION MEASURE lmpl.

Entity'
Authorization to fill the jurisdictional wetlands on the B-104 site will I Appl. be provided under an individual pennit from the Army Corps.

Mitigation in the form of seasonal and tidal weUand creation at a 2: 1 ratio i$ being required by the Corps as part of the permitting process. The proposed mitigation lite is noftheast of the B-104 site, across Belmont Slough on a site known as Parcel B-105, adjacent to Oracle Partway. Two types of wetlands will be created at the mitigation site: (1) a high, infrequently flooded marsh area, and (2) and expansion of the mid- and high tidal marsh areas along Bamonl Slough.

Pad•trtan Bridge Wetland Impact..

Implement Mitigation VW-1·(i.e., avoid the full tidal zone, coordinate [ Appl. with the CDFG regarding sensitive species, induding salt marsh harvest mouse and potential bridge footing setback requirements).

In addition, the applicant &hall solicit from the Corps a determination regarding the appropriate level and fonnality of pennitting and authorization. If only on piling is ultimatety proposed in unvegetated mud or open water, the action would be covered under Nationwide Pennit and notification and authorization would not typically be required. If two pilings are proposed and placed iri vegetated habitats (i.e., "weUainds•), a Pre-Di&charge Notification (PON) could be required by the Corps. Also, a Section 10 pennit may be required from the Cocpa for possible impacts lo navigable waterways.
.Appl.: Applicant; Contr. = Construction Contractor
I Type of I Timing -, Monitoring and
MonilOring Requirements• Velification
/lv:.ti,on2 En1""4
PC PBP
PC PBP
USCE/
OPWD
DPWO

VERIFICATION
Signature
CPI = Construction Period Inspection, OTC= One time Confirmation Action; PC = Plan Check; POC = Post Occupancy Inspection; SMS: Specialized Monitoring Study; iSR = Subsequent Standard Review
DPC = During Project Construction; PBP = Prior to Issuance of Building Permit; POP = Prior to Issuance of a Demolition Permit; PGP = Prior to Issuance of Grading Permit; PPO = Prior lo Project Occ.upancy; STR = Specialized Timing Requirement ~ Date
BCDO = Belmont Community Development Department; DPWD = Belmont Public Works Department; RWQCB = Regional Water Quality Control Board; CDFG = California Department ,f Fish and Game; CRWC = City of Redwood City; SBSA = South Bayside Systems Authority; USCE = U.S. Army Corps of Engineers 16 256
RESOLUTION NO. 1999-_3_
RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF BELMONT ' .

APPROVING A GRADING PLAN

FOR THE ORACLE ISLAND PARK OFFICE EXPANSION PROJECT
AT 301 & 505 ISLAND PARKWAY AND 201 & 501 CONCOURSE PLACE (APPL. NO. 98-1123)
WHEREAS, Cliff Berry on behalf of the Oracle Corporation has applied for approval of a Grading Plan for the Oracle Island Park Office Expansion Project; and WHEREAS, a public hearing was duly noticed, held, and closed on January 19, 1999; and, WHEREAS, the City Council has adopted an FEIR for the project pursuant to CEQA; and, WHEREAS, THE PLANNING COMMISSION FINDS that the project will not endanger the stability of the site or adjacent properties or pose a significant ground movement haz.ard to adjacent properties, in that:

1. Grading will not be extensive and will result in a site that is geologically sound.

THE PLANNING COMMISSION FURTHER FINDS that the proposed drainage improvements, landscaping, and erosion control measures would be adequate to control erosion or flooding, and would not degrade riparian habitats, stream channel capacity or water quality, in that:

1. The site is relatively flat and stable.

2. Impacts on wetland habitats, stream channel capacity and water quality have been identified in the FEIR and addressed in the mitigation measures adopted by the City Council.

THE PLANNING COMMISSION FURTIIER FINDS that the amount of grading proposed is necessary to allow reasonable use of the site, in that:

1. The amount of grading proposed has been reviewed by the Public Works Department and found not to be excessive.

THE PLANNING COMMISSION FURTHER FINDS that the proposed grading, when completed, will result in a building site that is visually compatible with the surrounding land and accommodates any required off-street parking and retaining wall landscaping, in that:

1. Topography will better match the surrounding area.
257
THE PLANNING COMMISSION FURTHER FINDS that the proposed grading will meet the standards and specifications of Article IV of Chapter 9 of the City Code (Grading Ordinance), in that:
l. A grading permit will be required for the project and plans will be reviewed by the City Engineer for conformance with the grading ordinance prior to issuance of the grading permit, and grading will be inspected for conformance with the plans.

THE PLANNING COMMISSION FURTHER FINDS that the Director of Public Works and the applicant's geotechnical engineer shall find that the form of vehicular access and methods of excavation are the simplest and least intrusive possible manner to obtain geological information required by the City, in that:

1. The City Engineer has reviewed the grading plan and vehicular access and methods of excavation and found them to be adequate and complete.

THE PLANNING COMMISSION FURTIIBR FINDS that the grading permit is conditioned on issuance of a hauling permit, if required, and that no trees would be removed in the construction of this project.

NOW, THEREFORE, BE IT RESOLVED that the Planning Commission approves a Grading Plan for the Oracle Island Park office expansion project, subject to the Condition of Approval that all provisions of the City Grading Ordinance be met.
• • • • •
Passed and adopted at a regular meeting of the Planning Commission of the City of Belmont held on January 19, 1999 by the following vote:

AYES,
COMMISSIONERS: Mathewson, Phillips, Warden, Wiecha, Parsons NOES,
COMMISSIONERS:..cill!lm..-------------------

ABSENT,
COMMISSIONERS::..JP:i.urc~e:11ll.-..J, eaiiro~naa._ _________________ _

ABSTAIN,
COMMISSIONERS::J;N~o211n~e ____________________ _
Planning Commission Secretary
l:\hoppcr\oracle.r,2
2 258
Exhibit "A"
RESOLUTION NO. 1 and 3
Conditions of Project Approval
Detailed De\?elopment Plan, Conditional Use Pennit, Design Review and Grading Plan Oracle Island Park Office Expansion Project
(Appl. Nos.98-1122 and-1123)
I. COMPLY WITH THE FOLLOWING CONDITIONS OF THE COMMUNITY DEVELOPMENT DEPARTMENT:

B. Prior to any construction, the applicant or a designated representative shall obtain all required building pennits.

C. The hours of grading and construction activity shall be governed by Ordinance No. 934, which limits construction activity to the hours of 8:00 a.m. to 5:00 p.m.

Monday through Friday, and 10:00 a.m. to 5:00 p.m. on Saturday. No construction activity noise shall be permitted on Sunday or on holidays.

F. City ordinance provides that the Conditional Use Permit and Design Review approvals shall lapse and become null and void one year following the date on which they became effective, unless extended by the Planning Commission, or prior to the expiration, a building permit is issued and construction is commenced and diligently pursued toward completion of the project.

G. The pedestrian bridge shall be constructed by the time of completion of Phase Two or, if that is not possible, a bond shall be provided guaranteeing bridge construction. Bicycle/pedestrian path segments associated with Lot 1 and Lot B 104 shall be constructed at the time of office building construction on those lots. 1 259
Path segments on parcels in Phase Two shall be constructed with Phase Two buildings.

H. If allowed by BCDC, the plaza, path and bridge shall be lighted at night in order to ensure public safety.

I. If the subsequent Redwood City approval results in only minor modifications, which do not materially affect the Commission· s approval, then the Director of Planning may administratively approve the minor changes. The Commission will be informed of any requested changes from Redwood City prior to action by the Director of Planning. The Director may refer proposed changes to the Planning Commission if the changes may materially affect the Commission's decision.

Lighting standards shall be no higher than 25 feet.

K. To ensure that mitigation measures are implemented, compliance with the adopted monitoring program is required.

M. Failure of the Redwood Shores Traffic Improvement District to be passed or to fund the traffic improvements specified in the DDA/DA shall not release the applicant from causing these mitigating traffic improvements to be constructed, prior to or simultaneously with Phase Two office buildings.

N. Prior to issuance of building permits, Sheet L 1. 0 shall be revised and submitted, with corrected landscaping area tabulations, and final landscaping plans showing more detail as to size and type of plantings, staking, irrigation, and other landscaping information, for review and approval of the Planning Commission.

Landscaping around the perimeter of the garage on Lot 5 shall be augmented with random groupings of trees and shrubs to provide visual screening at varying building heights.

0. Wall signs shown on Sheet ALO shall be submitted for design review prior to issuance of sign permits.

P. All grading shall conform to the City's Grading Ordinance. 2 260
Q. Occupancy prior to completion of all site improvements may only be allowed upon posting of a bond in the amount of 100 % of the materials and labor costs of unfinished work.

R. Occupancy of Phase One, Lot 1, buildings may not occur until completion of site improvements or bonding therefor has occurred for Lot 1 and Lot B104.

S. All fees due to cover City of Belmont pennit processing costs up to and including Planning Commission approval shall be paid within 30 days of such approval. Amount due is $56,967.59.

T. Prior to issuance of building pennits, the final design for the larger parking garage shall be returned to the Planning Commission for review and approval.

II. COMPLY WITH THE FOLLOWING CONDITIONS OF THE DEPARTMENT OF PUBLIC WORKS:

A. Sanitary Sewer

1. Report submitted o~ sewer line and pump station capacity is accepted.

Based on report after pressure testing conducted on existing pumps and meters, if required, install new pump impeller ..

2. Relocate the existing 8" sewer main in Phase II to provide continued sewer service. Easement and details to be worked out with the Department of Public Wor.ks.

3. Pay sewer connection charges as each phase is constructed.

B. Stonn Drain

1. Report on stonn drain lagoon capacity is acceptable. Annual report on lagoon operations and testing to be furnished to the City of Belmont.

2. A stonn water pollution prevention program for the project site shall be submitted to the Department of Public Works for review and approval.

All required measures shall be implemented and maintained. The plan shall be submitted with the building plans for each phase of work.

C. Street Improvements

2. Driveway approaches shall be constructed in accordance with City . standards.

3. A new driveway entrance shall be constructed on Island Parkway. including reconstruction of the median island as shown on the conceptual plan. Improvement plans shall be submitted with each phase of building construction.

D. Traffic Circulation
The traffic study"provided in the project EIR addresses certain traffic mitig~tion measures. Agreements have been made to accomplish these traffic mitigation measures.

E. Flood Zone
The owner/applicant shall proved all measures to comply with the Special Flood Hazard Zone a designation of the site and submit for map revisions.

F. Soils and Geologic Report
Submit soils and geologic report prepared by a qualified geotecbnical consultant retained by the applicant. The report shall identify all potential geologic hazards along with feasible mitigations. Foundation designs for the proposed buildings shall be included in the final report.

III. COMPLY WITH THE FOLLOWING CONDmONS OF SOUTH COUNTY FIRE:

A. The project shall be constructed in compliance with the requirements established jointly by South County Fire and the Redwood City Fire Department.

B. Turning radius of a fire apparatus access road shall be as approved by the chief.

CFC. section 902.2.2.3
In a previous meeting with the architects, it was agreed that we would include the turning radius of the City of Redwood City due to the proximity of this project.

The City of Redwood City's turning radius is more restrictive than South County Fire Authority. Please refer to the attached sheet indicating the City of Redwood City's turning radius. A computer model simulation successful completion around the site is required.
4 262
C. Fire apparatus access roads shall be designed and maintained to support the imposed loads of fire apparatus and shall be provided with a surface so as to provide all-weather driving capabilities. CFC, section 902.2.2.2.

D. Road way(s) shall.be capable of supporting 61,000 pounds of weight and shall meet Highway Standard H-20 prior to the beginning of construction.

E. The location. number and type of fire hydrants connected to a water supply capable of delivering the required fire flow shall be provided on the public street or on the site of the premises or both to be protected as required and approved by the chief. UFC section 903.4.2.

Four hydrants are required based on the total required fire flow for this project.

Location of hydrants, on sheet 1 of the site plan provided by Brian Kangas Foulk, are questionable. The hydrant on the north side is difficult to gain access.

South County Fire and the City of Redwood City shall dictate the location of all four hydrants.

F. Indicate on next submittal any locations of fire department connections in order that both cities can evaluate the location and accessibility.

G. Indicate clearly all entrances to the building.

H. Underground fire service shall be on one line and not connected to the domestic service.

I. A condition of approval for this project is that the plan checking fees be paid to South County Fire. Failure to pay this fee will result in the project not being finalized.
f Approved Final Conditions:

Dan V anderpriem, Director, Planning Date
and Communi ment
I :/hopper/oracle.end
s 263
EXHIBIT A•l

MAP OF PROPERTY
264
\
. ~ '
~; ;.:, . ,., 4',' , ., '! •f
I
it"•h.•
... , ,. fly ,.,,,~.,.r. .... "' 12 I
,, ~ '!) ~.
' -• · ..-. ,..,_;::=~~ft:::"_;_..:,::::; 4RfA ~ /ll i:'!s.,,..,._;.::i.-,..,-'"V!I .,,,. .
r
: ·~ A
{' ~ 'f ,I
PHASEI
parcel number:
040-360-260
095-040-120
t r., .
61 ;i ◄:, .... , 'J ·,
2 !.. ' ; : .

PHASE II
parcel number.
040-380-280
040-380-290
040-380-300
040-380-310
• i
II
~ \
& ISLAN
265

EXHIBITS

AREA WIDE IMPROVEMENTS
,&58\39\ 11"244U
266
NOTE - Area-wide improvements relevant to the Oracle Development are shown on the attached maps and more fully described in the •shores Transportation Improvement . District (STID) Final Report - Phase Ir dated April 10, 1998. 267
ADO -\UXlUARY LANE
AOO L>.HE TO OfF' -RAMP
'O t.»4£ TO ON-RAMP .. TAU. METERING WIHOV lAHE
EHf'ORC£MEHT ZONE
IGHA m> tHr
fT TIJRN LANES

TO SIGNALIZED
:TIOH
•
HI Ht1 Ill 111•
I ml
II
II
I
' Ill I Ill
I Ill
I Ill
Ill
Ill I
ITION TO AUXJUARY 111 1
ro BE ADDED-----1 • ..

ADO >.UXIUARY LANE
' ' ,
I • ' '

ADO OESICNAT'EI) RIGHT TURN LANE
ZE
- l£CENQ:
§ - PRCPOSED IMPR0\9e4TS
: - . MEDIAN (SHOMf IN SE1£C1ED AI£J - SIGNALIZE ltUERSECUO. • (OR R£-PH.\SE EXISTING SIGNAL) OED 9tOIII IS SDGAIC - nw.· DalGII SHM&.

IE IC CDR11UNCt W1H CM.11NCS STAHDAIIIIS
EXHIBIT 1
--------=--- ADO. AUXWRY LANf;

PARTIAL CLOVERLE

RECONFIGURATION
268
-
1- .

I- -
l - ..

I -
l - -
( . -
l- ,
l. ~
L -
l- ~
L ~
l -
[
[ -
( -
[ -
- ~- ----- 91 II

NEW IMPROVEMENTS
.-
8AYSHORE FREEWAY ON - RAMP (RALSTON)
( • Sub Jtct S,.;QR£S TP.ANSP0P.TA r I GN
.. - ■ r-a. 5-40 Pttc. Awnu• l MPROvEMENT p I S'!'R IC'!' ( ..
. - ._.. Rldwooct Cit~ CA 14083 Job No. 950217-12 . ~ • .._..,. • ,__ ::1,:~3: c, .. "' By --Date 3/25/98 Chkd • ...Mt L. _________ ,. ___ ...,._, ____ __:SH::E~ET~==-°'=-== ( .
♦ . ,• .
269
....--- -
II -
I -
I -
I -
1-
1-
1-
1-
1-
1~
1=
I ~
1:

I :

I ~
r-----------------
t t

MARINE PKWY
.. NEW IMPROVEMENTS
•
1: ..... __ o_RA_C_L_E_P_Kw_Y_-_M_A_R_IN_E_P_Kw_Y_-_s_H_o_R_EW_A_Y_R_OA_D_ SubJtct SHORES TRANSPORT.ATICN
[
·_· • 2 r. I I - 540 Prtce A...,. IMPROVEMENT O i S'!'R i Gi ■ - • - Redwood City. CA t40U Job No. 950217-t ~
c,..... • ....,_. • ,__ =~== C,AX) By __ Dote j/25/98 Cllkd.J l:'----------------=•=E~T-==~-~~-~ 270

EXHIBITC

DIRECT ACCESS IMPROVEMENTS
•
$11139111 2.411.4 271
i
m
n
0 z
5 C
!
6 z
~ ,-
... I
; I I
II
11 11
I l
II
11 11
11 11
11 11
I!
11 II
11 11
11 11
11 11
11 II
II
II
11 11
11 11
11 II
11 11
11 11
II
1 f f .

I I
I f I I I
f I
I I
! ( r
~ I
I
I
I
ABUTMENT RE:TAININC WALLS-~~.,'L.
17' MAXIMUM H£1CHT
APPROXIMA ft LIMIT:$ Of' CU r
F'OR 2: t SLOP£ (NP)
MOOtFY ENTRANCE TO ON-RAMP ----~ ADO M£RCE LANE
\
\
\
\
' ..... __ .,,,.
'- ... fl>~ ' I
I
I
OE9CN SH°"" IS SCHGIA nc - FINAL DESIGN SHAU.
8£ IN CONFORMANCE WITH CAl.TRANS STAHOAROS
ORAQ.£ ISL.ANO PARK
TRAFFIC MlnCA110N M£ASUR£S LANE CONFICURA '10N. ANO GRADING INFORMA '10N F'OA ISL.ANO PARKWAY 0\0PASS . SHUT 2,:, 2
--------------------:-----;.._ __________ _
272
451\39\11424tl.'
EXllIBlTD

SITE PLAN
273
i
' i
I J L - - .
-: ~ ·1· • :r l ~ :
i f 1 1 I , 1
J
i
' . ;_
'} . ~ :

1. II
i ' ':s:~
S ~N I ,° :S:
--4• # ~ .. ----.........i '., 1. ,. ,";\·.~3::.~~ :,,
;
11 274
458\3171114246.,

EXHIBITE

CONCEPTIJALDEVELOPMENTPLAN
275
ORDINANCE NO. 23s

ORDINANCE ESTABLISHING AMENDMENTS TO THE CONCEPTUAL

DEVELOPMENT PLAN FOR ISLAND PARK
FOR LOTS #1, #3, #4 ,#5, ON ISLAND PARJ<Y,JAY AND CONCOURSE PLACE

AND TO ESTABLISH DEVELOPMENT GUIDELINES
FOR LOT B104 IN REDWOOD CITY
ASSESSOR PARCELS NUMBERS 040-360-260, 280, 2·so, 300, 310, AND 095-040-120 OTHERWISE KNOWN AS THE

ORACLE DEVELOPMENT AT ISLAND PARK
WHE~EAS, a public hearing has been held by the City Council for the purpose of considering an amendment to the Conceptual Development Plan for Island Park to· increase the amount of allowable office space to 330,000 square feet on lots #1, #3, #4, #5, and 87,000 square feet on lot 8104 in Redwood City; and; WHEREAS, the City Council has certified a Final Environmental lmpad Report for the project pursuant to CEQA; and, ·
WHEREAS, pursuant to Section 16.7 of Ordinance 360, the City Council finds that the subject zoning amendment to the Planned Development Concept Plan for the property is necessary in order'to implement the objectives of the General Plan and the Zoning Plan of the City of Belmont. ·
WHEREAS, the City Council finds that the total development in each individual unit therein can exist as an independent unit capable of a-eating an environment of sustained desirability and stability and that the uses proposed will not be detrimental to the present and potential surrounding uses, but will have a beneficial effect which could not be achieved under other zoning districts in that:
1 . Public pathway improvements will be completed, direct access into Island Park will be implemented, dedicated parking for park users will be provided; and mitigations have been incorporated from the FEIR to assure a project of sustained desirability.

WHEREAS, the City Council further finds that the streets and thoroughfares proposed are suitable and adequate to carry anticipated traffic and the density will not generate traffic in such amounts as to overload the street network outside the PD District, in that:

1. Needed traffic improvements such as dired access to Island Park from Ralston Ave./Marine Parkway, a new freeway interchange, and freeway auxiliary lanes are incorporated into the project design and conditions, and will be implemented through a Development Agreement which 1 276
includes provisions for funding of the dired access prior to issuance of building permits for phase I.

WHEREAS, the City Council further finds that any proposed commercial development can be justified economically at the locations proposed, to provide for adequate commercial facilities of the types proposed, in that

1. The applicant will occupy the subject office space and is a,growing company which is currently leasing several buildings to accommodate its staff ..

WHEREAS, the City Council further finds that the economic impact created by the PO District can be absorbed by the City (police and fire service, water supply, sewage disposal, etc.), in that:

1. Adequate financial compensation to the City of Belmont is provided for in the Development Agreement to cover the costs of providing city services.

WHEREAS, the City Council further find~ that the proposed off-street parking is in substantial conformance with the provisions of Section 8 of this Ordinance that where an applicant's proposed off-street parking is less than that set forth by the standards of Section 8 of this Ordinance, circumstances are such that it would be a practical difficulty or create a physical hardship on the applicant for.him to conform to the standards of Section 8, in that:

1. A parking demand analysis has been performed to determine the appropriate ratio of parking to office space, public parking impact mitigations are included in the project approval, and there is no over-flow parking allowed on public streets in the Island Park area.

NOW, THEREFORE, BE IT ORDAINED by the City Council of the City of Belmont as follows:

Section 1: The Conceptual Development Plan amendment for Island Park is hereby approved for the subject lots.

Section 2: The Conceptual Development Plan for tt,e subject lots is as set forth in the attached Exhibit ·A· and Exhibit "B" and the plans referenced therein, which are hereby established as the Conceptual Development Plan for the subject property.

Section 3: This Ordinance shall be posted on the bulletin board at the following two public places in the City: 1) City Hall; and 2) Post Office.

Section 4: This Ordinance shall take effect and be in force 30 days from and after its adoption:
2 277
* • • • • •
INTRODUCED this __ 1_1 __ day of August , 1998.

PASSED this ~ day of August , 1998 by the following vote:

AYES,
COUNCIL MEMBE_RS: Della Santina, Feierbach, Hahn, Cook, Rianda NOES,
COUNCIL MEMBERS._· _No_n_e __________________ _

ABSENT,
COUNCIL MEMBERS.._· =No=n=e ____________________ _

ABSTAIN,
COUNCIL MEMBERS_._· .IJLU,I.I-,;:...._ ________________ _ APPROVED:

Mayor, City of Belmont
oracle.ord
J
278

EXHIBIT'A'

PERFORMANCE STANDARDS
r All l lJl i.."

1. The conceptual development plan is approved fora maxim.um of 410,000 square feet including lot B-104 in Redwood City. The projed·consists.of two-phases.

Phase One is limited to 175,000 sq.ft. in two four-story buildings, one each on lot #1 and Lot ~104, with two levels of decked parking over at-grade parking.

Phase Two is limited to 235,000 sq.ft. in two buildings, one five-story and one six-story, to be located on Lots #3 and #4, plus a parking garage on Lot #5.

3. Parking on Lots #3, #4, and #5 shall not be decreased from that shown on plans dated September 15, 1997 and parking on tots #1 and B 104 shalt be provided at a rate of 3 per 1 000 sq. ft. of gross office space.

4. A bicycle/pedestrian path shall be located adjacent to Belmont Slough and O'Neill Slough and a bicycle/pedestrian bridge shall be constructed over Belmont Stough, which would connect the projed with the existing Oracle headquarters campus facilities in Redwood Shores to the east and to pedestrian pathways throughout Foster City, Belmont, and Redwood Shores. The location of the bridge shall be determined at the Detailed Development Plan stage. Any changes in location shall be subjed to approval by the Planning Commission.

The bridge shall be construded by the time of completion of Phase II. If bridge construction will be completed after construction of Phase II then a bond shall be provided guaranteeing bridge construction. Bay Trail links associated with Lot #1 and Lot 8104 shall be construded at the time of office building construction on those tots. Bay Trail links on parcels in Phase II shall be constructed with Phase II office buildings.

5. Development shall be as generally shown on Exhibit 'B' for a four building development, subject to approval of final building locations at the Detailed Development Plan stage.

6. The Detailed Development Plan submitted for approval shall incorporate the following:
a. The parking strudures need additional architectural treatment and no a
279
conceptual design approval is granted. Design changes should include the use of a more highly-textured exterior treatment, incorporation of landscaping at upper levels of the garage, or other cosmetic features design'ed to make the garage appear more as an office building. b. The applicant shall investigate expanding the decked parking on lot B104 to allow some of the surface parking along and within the BCDC shoreline jurisdiction area and/or between -buildings. #3 and #4 to be eliminated and replaced with landscaping. · · .
c. A landscaped plaza, of a size to be determined by the Planning Commission, shall be. incorporated into the project design and located between Buildings #3 and #4. The plaza shall have a connection to the BCDC trail and shall incorporate public art, seating areas, landscaping, a water feature or other focus of interest, and bollard-style evening lighting. d. A pedestrian link from the BCDC trail to the Sports Complex shall be provided under 1s·1and Parkway, adjacent to the Slough,. if required by BCDC. A contribution toward park improvements shall be made in accordance with the Development Agreement.

7. No building permit for Phase llloffice building construction shall be issued until contracts are let for a) surface street improvements shown in the FEIR between the freeway and the entrance to Island Park as shown on the selected Direct Access Alternative, 2) the partial clover leaf conversion and widened north"'. bound on-ramp, 3) the selected Direct Access alternative, 4} the Dired Access intersection with Marine Parkway, and 5) the north-bound Auxiliary Lanes for Highway 101. Prior to issuance of building permits for Phase I offices, four million dollars shall be deposited to an escrow or trust account, together with the City contribution of one million dollars. to assure funding for the direct access to Island Park.

8. Direct access from Island Parkway to Marine Parkway/Ralston Avenue shall be consistent with Exhibit "B" attached (recessed north-bound on-ramp with island parkway bridged over). If Direct Access from Marine Parkway to Island Parkway is determined to be infeasible, due to CalTrans disapproval, then this conceptual development plan shall be null and void\for Phase II office construction.

9. Failure of the Redwood Shores Traffic Improvement District to be passed or to fund the improvements listed herein shall not release the ,;ipplicant from causing these mitigating traffic improvements to be constructed, prior to or simultaneously with Phase II office buildings.
1 O. Cr,ter ir,to er, emended ODA to eentribute en amount net to e,ceeed $500,000 towerd the puret,ese priee of fire fighting equipment/ station expansiol"I. The eer,tf'ibutien is to be made to the Belmont Fire Prcteetien Oisttict. (Covered QY neviOOA)
b
280

11. Provide a parking easement for use by park users over lots 3, 4, and 5.

12. Submit a parking management plan to indicate how Oracle will accommodate employee and park user parking. For example, parking could be managed by Oracle issuing •oracle Parking Stickers• for employees. This would differentiate staff autos from public autos and allow Oracle to enforce U:,e time limitations in the Development Agreement. ·

13. Submit a written statement with the detailed development plan indicating how each of the ·required mitigation measures has been incorporated into the project.

14. All submittals required with the Detailed Development Plan must be submitted· prior to acceptance of a complete application;

15. Prior to the hearing on the Detailed Development Plan, erect on site, a temporary structure at lest 6 feet in height incorporating the materials to be used on the exterior of the office building in the same proportion as they would be used on the finished structures.

16. Submit a specific construction phasing plan indicating the completion of such items as landscaping, pedestrian bridge, garage, decked parking, surface parking, and other site improvements; the limits of phased work, and the improvement areas to be completed with each building.

17. Construct 80 parking spaces in close vicinity to the City park on lots #3 and #4 for use by park users during construction on these lotst orclpfst
C
--
281
, I
I ai
I }I
H
282
I:
11 i I
11 11
11 11
11 11
11 11
11 11
l I
I l
11 11
l I
11 11
A8,UTl.l[NT A[TAININC WAl.LS _ __,~,.._111..1.. 17 t.lAltlMUM ~EICHT APPAOlCIMAT( LIMITS OF C\JT
F'OR 2: 1 SlOPE (TYP)

UNOEAPASS F'INISH CRACE
5' BELOW EXISTING CRA0£

STORM DRAIN PUMP STATION

WILL BE REQUIRED
• I /
APPl(OXIMA TE LIMITS OF F'ILL J
1 r
F'OA 2: 1 Sl.Ofl[ ( TYP) . 1' II .
- - - - - ~---------~- ------ ---------------------- ---------------------~ MOOIFY ENTRANCE TO OH-RAMP --a-.t
AOD MEAct LAH£
•
.... --- ---!---
------ - - .
..:.--- ----
~------
r
I
I
I . ;
I
r
I
I
r
r
II
11 11
11 11
11 11
11 11
11 11
11 11
11 11
11 11
O(SIGN SHOWN IS SOt[MAnC - F'INAl O[SICN SHALL
BE 1H CONFOAMAfilCC Wl'll4 CALTA.ANS STANDARDS
r ORACL[ ISLAND PARK
TRAFl'IC MITIGATION MEASURES . LANE CONF'IGURA TIQN. ANO CRADINC INFORMATION F'OR ISLAND PARKWAY O~RPASS
SHEET 2 Of' 2
283

EXHIBITF
PHASE 1 AR.EA WIDE IMPROVEMENTS
284
.... ......... 11'1
......... ....,. ___
Schedule of Improvements

ORACLE ISLAND PARK
TRAFFIC MITIGATION MEASURE:

OCTOBER 7, 1117

1. Add designated rtght tum lane from Island Parkway bridge to northbound on-ramp. ·

2. Add 80 feet of stacking length to exlatlng left tum lane on Oracle Parkway.

3. Slgnallze Oracle/Island Parkway Intersection and re-phase existing Oracle/Marine Parkway slgnal.

4. Add left tum lane at northbound Shomv,y and eastbound Marine parkway

5. Add 300 feet of stacking length to existing left tum lane on ~~~@uU'l(l) Meri~e Parkway. 285

EXHIBITH

PARKING PLAN
286
GENERAL AREA OF. r:aARKING LOCATION
..... , ..... \ Q ! I 11:!!J
.II
7 )
,---~
I
l
I
I
i
I
i
.,
287

EXHIBITG
PARCEL B-104 DEED RESTRICTION
451\39\1142~.4 288

EXHIBITG
Fonn of Restrictive Covenant

RECORDING REQUESTED BY AND
WHEN RECORDED-MAIL TO:

RESTRICTIVE COVENANT
ORACLE SHORES ASSOCIATES, LLC, a California limited liability company, herein called "Owner", as owner of the real property situated in the City of Redwood City, County of San Mateo, State of California_ more particularly descn'bed in Exhibit A attached hereto (the .. Site") hereby covenants by and for itself; its successors and assigns and for the benefit of the City of Belmont, a municipal corporation ("City") and the Belmont Red~elopment Agency, a public body corporate and politic ("Agency") that: ·

1. The development on the Site shall be limited to a building not eJ'r.eedjng 87,500 square feet ( excluding rooftop penthouse mechanical space) with a height not to exceed four stories and a rooftop mechanical penthouse designed in a manner ~ch that it will not be generally visible from the ground level in the vicinity of the building, a parking structure containing approximately 330 parking spaces (with the exact number of spaces to be determined by the detailed development plan approved by the City and the City of Redwood City), and site improvements such as walkways, driveways, and landscaping.

2. The Owner has entered into an Owner Participation Agreement and Development· Agreement (the ••oPDA"') dated _________ 1998 with the Agency and City providing for Owner to develop the Site and adjoining property that is within the City and within the boundaries of the Los Coatanos Community Development Plan admjnistered by the Agency.

The OPDA contemplates that an integrated office development of approximately 410,000 square feet will be built on the Site and adjoining property and that public improvements including traffic improvements will be constructed to serve that offi<=e development The purpose of this Restrictive Covenant is to assure that development of the Site is consistent with the OPDA and the development plan and public improvements contemplated thereby. Therefore, it is intended and agreed that the agreement and covenants provided in Section 1 above shall be covenants running \\jth the land. In any event, and without regard to technical classification or designation. legal or otherwise, specifically provided in this Restri~vo Covenant, such agreement and covenants shall be, to the fullest extent permitted by law and equity, binding for the benefit and in favor of and enforceable by the Agency and City, and agamst the Owner and successor in interest to the Owner of the Site or any part _thereof or any interest ~erein, and any party in 289
possession or occupancy of any part thereof. It is intended and agreed that the Agency and City shall be deemed ben~ficiaries of the agreements and covenants provided in Section 1 above both for and in its own right and also for the purpose of protecting the interests of the community and such other parties, public or. private, who benefit from such agreements and covenants. The · agreements and covenants provided in Section 1 shall run in favor of the Agency and City for the entire period during which such agreements and covenants shall be in force and effect, without regard to whether the Agency and City have at any time been, remains, or is an owner of any land or interest therein to, or in favor of, which such agreements and covenants related. Toe Agency and City sball have the right,_in the event of any breach of any such agreement or covenant, to exercise all the rights and remedies, and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach of agreement or covenant, to which it or other beneficiaries of such agreement or covenant may be entitled, by operation of law or in equity.

3. It is intended and agreed that the covenants and agreements set forth in Section 1 above shall remain in full fo~ and etl'~t for fifty_(SO) years.

4. Mort(llKCC Pmtec;tion. No breach of the covenants, conditions or restrictions set forth herein shall impair, defeat or render invalid the lien or charge of any mortgage or deed of trust encumbering the Site, or any ground lease affecting the Site; and all such covenants, conditions and restrictions shall be binding upon and effective against any person or entity whose title to the Site is derived pursuant to judicial or nonjudicial foreclosure or by a deed in lieu of foreclosure, or any other successor to Owner ·as owner of the Site. ·

5. EstoJJpel Letter. Upon request of Owner, the Agency and City shall provide to prospective purchasers of the Site or prospective Lenders to Owner, a letter indicating whether Owner is in compliance with the terms of this Restrictive Covenant.

IN WITNESS WHEREOF, the parties hereto have executed this Restrictive Covenant this_ day of ______ 1998.
458\39\114248.4
CITY OF BELMONT, a municipal
Corporation
By. ________ its -----

BELMONT REDEVELOPMENT AGENCY,
a public body corporate and politic
By: ________ ita ____ _
290
458\39\114246.4
ORACLE SHORES ASSOCIATES, LLC, a
California limited liabiljty company
By its members:

ORACLE CORPORATION, a Delaware
corporation
By: ______ __,its ___ _
SHORES ASSOCIATES, LLC, a California limited
liability company
By: its -------- --------
291
458\39\ 114246.4

EXHIBITH

PARKING PLAN
292
I
I
~
- ·· ~~=---....,.,_--Jri ._ ....... ..-.. ~---·----.--.... ··-··TI : • I · I 1 • : l ' ' ! : I • ; If I ' t I : ! • : ! ! ' ' t ' ' : ; • • : 110 s,,as 1 1 166 ~J.C!~S. /JOVI ~'-: !! - : ., - - ,. ·- ---:W -:! I f ~ ---- ! .
~--- ·---~-- ' .
!
!
I ~

GENERAL AREA OF PARKING LOCATION
I 'fi-11 tif~t
\
QIIILJ.9
t
r-··-.--....1"
7 ) ,-•• _J··
I
!
i
i
!
i
i
- l i CCST1"C ,.-..-: i
l
i
' !
.,-
........ .... .... . . 293
First American Title Ins. Co.

Escrow# 416356rc/jn

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

Russell, Russell & Patton
650 California Street
8th Floor
San Francisco, CA 94108
Attn: Bruce J. Russell, Esq.
11 111 11111

OFFICIAL RECORDS OF SAN MATEO COUNTY

ASSESSOR-COUNTY CLERK-RECORDER

WARREN SLOCUM
Recorded at Request of

FIRST AMERICAN TITLE COMPANY
96- 069426 06/11/96 08:00
Fee: Becord________ ing 3f ,/ _ ANICULOB
Space Above This Line for Recorder's Use Only

SIXTH AMENDMENT TO AGREEMENT
294
I, Kathy Kem, Clerk of the City of Belmont, California, do hereby certify this document is a true, full and correct copy of Redevelopment Agency Resolution No. 266, a Resolution of the Belmont Redevelopment Agency approving the Sixth Am:endment to the Development Agreement between the City of Belmont, Belmont Redevelopment Agency and K. G. Land California Corporation.

DATE: June 4, 1996
Kathy Kern, Belmont
~~~ CityC~k
<D
en
C
en
CD
..z:.,.

N
a,
295
1 2
3 4
5 6
7 8
9 z
0 O 10 ~ l.lJ <
<t: z,-. :i::, a:: - 11 i UI O (i; a::~ \i., I
"' :I <"I
( < 0) \J ll'l 12
:.. uf Ill
z .J g z :l"' 0 'jj a: a: t 13 Jl :, < ~ JI ~ u .. z: ~ 14 i ~ ~ !I. GI <
15 16
17 18
19 20
21 22
23 24
25 26
RESOLlITION NO. R.A 266

RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE

CITY OF BELMONT APPROVING TIIE SIXTH AMENDMENT

TO TIIB DEVELOPMENT AGREEMENT BETWEEN THE CITY
OF BElMONT, BELMONT REDEVELOPMENT AGENCY AND
K.G. LAND CALIFORNIA CORPORATION
BE IT RESOLVED by the Redevelopment Agency of the City of Belmont that the Sixth Amendment to the Development Agreement between the CITY OF BELMONT, BELMONT REDEVELOP:rvIENT AGENCY and K.G. LAND CALIFORNIA CORPORATION and its assignees Redwood Shores Properties and K. G.R Limited Partnership be, and same is hereby approved and the Chairman is authorized to execute the same.
* * * * * * * * * *
I hereby certify that the foregoing Resolution was duly and regularly passed and adopted by the Redevelopment Agency of the City of Belmont at a regular meeting thereof held on __ M_a_y_.2...,8..,_, ...... __ , 1996 by the following vote:

AYES, DIRECTORS: Rianda, Harris, Della Santina, Feierbach, Levitt NOES, DIRECTORS: _N....;o ___ n..;;.e _________ _
ABSTAIN,DIRECTORS: ._ ~N~o~ne;::..,._ _______ _
ABSENT, DIRECTORS: ----'-N=o=ne;:..._ _______ _
APPROVED:

C.-\'WPDOCS3\Bl!L\lll!SOSIKG6AGENC. WPD 1 296
>lease record and return to:
:~ty Cli~rk
.070 Sixth Avenue
iuite 311
Reso . No. 7860 -~-- Reso. No.· ,t.A. 266
1e· 1t, CA 94002

SIXTH AMENDMENT TO AGREEMENT
This SIXTH AMENDMENT TO AGREEMENT (uSixth Amendment") is entered into this 28th day of May , 1996, by and among the City of Belmont (uBeTmont") , the Belmont Redevelopment Agency c•Agencyn), KG Land California Corporation, a California corporation ("KG Land California") , Redwood Shores Properties, a California joint venture general partnership ("RSPn) as the partial assignee of KG Land California with respect to the Agreement (as defined in Recital A below), and KGR Limited Partnership, a California limited partnership ("KGR") as the indirect partial assignee of KG Land California with respect to the Agreement as it affects the residential portion of Island Park commonly known as Farallon at Island Park. Belmont~ Agency, KG Land California, RSP and KGR are sometimes referred to herein individually as a "party• and collectively as the "parties". This Sixth Amendment affects the rights and obligations of the parties with respect to a joint public sector/private sector development project known as Island Park (the "Project") located in the City of Belmont and within the·boundaries of the Los Costanos Redevelopment Area. Unless otherwise indicated or defined herein, capitalized terms not otherwise defined herein shall have the meanings given them in the Agreement. All terms defined herein shall be incorporated into and be a part of the Agreement as though originally set forth therein.

RECITALS TO SIXTH AMENDMENT
A. Belmont, Agency and KG Land California originally entered into an Agreement dated December 11, 1984 and recorded in the Official Records of San Mateo County on May 17, 1985 as Document No. 85048956 concerning the development of the Project (the "Agreementn).

B. The Agreement has previously been modified and amended by several amendments, including a written agreement dated May 10, 1988 ("First Amendment"), the Agreement Modifying Development Agreement dated May 24, 1988 (MSecond Amendment"), the Third Amendment to Agreement dated July 6, 1988 (MThird Amendment"), the Fourth Amendment to Agreement dated January 9, 1990 ("Fourth Amendment") and the Fifth Amendment to Agreement dated April 25, 1995 ("Fifth Amendmentp). As used in this Sixth Amendment, the Agreement means all modifications and amendments to date, including the First Amendment, Second Amendment, Third Amendment, Fourth Amendment and Fifth Amendment. The parties desire to make certain further modifications and amendments to the Agreement as set forth in this sixth Amendment.

E:\RE\70140\028\SIXTH.AM 1
(0
m
0 m
U)
.b,.

N
0,
297
c. Certain events and circumstances have occurred since the Fifth Amendment with respect to the current and continuing development of the Project, including the development and approvals for Lot land for Lots 3, 4 and 5, the funding of the Area Roadway Improvements Fund and the respective rights and obligations of the parties thereunder and the proper
interpretation of the Project Agreements and Approvals.

D. Belmont has, for example, expedited the processing of the residential development approvals for Phase II of the Farallon Project and for Lot 1 in order to encourage and to try to facilitate the sale and development of those properties. In connection therewith, Belmont has incurred ext~a expenses that were not previously anticipated by the parties. Additionally, Belmont and the Agency have incurred.additional and unanticipated expenses with respect to the completion of development at Island Park, including Belmont and Agency involvement in public hearings and extensive negotiations with Oracle Corporation and others regarding the development of Lots 3, 4 and 5, and the possibility of oracle Corporation purchasing and developing other parcels at or adjacent to the Project.

E. Circumstances have also changed with respect to the
Area Roadway Improvements Fund. Although a small portion of the Area Roadway Improvements Fund has been utilized pursuant to the Agreement for design and engineering purposes, the parties acknowledge that no portion of the Area Roadway Improvements Fund is currently needed to defray the cost of actual construction of the Area Roadway Improvements pursuant to the Agreement.

Moreover, the ·parties acknowledge that it is not anticipated that such funds will be needed for actual construction for at least the next twelve months. Accordingly, and in consideration for the additional and unanticipated expenses incurred by Belmont in connection with the development of the Project, the parties have agreed to advance certain payments to Belmont and to defer temporarily (for a period of approximately one year), payment of the Additional Contribution to the Area Roadway Improvements Fund. Such deferral shall not, in any way, reduce the amount to be contributed to the Area Roadway Improvements Fund or affect the availability of any of the Island Park Contribution and the Area Roadway Improvements Fund for the purposes intended as specified in the Fifth Amendment.

F. This Sixth Amendment is executed pursuant to and in
accordance with the California Redevelopment Law (California Health and Safety Code §32000 tt ~), the California Development Agreement Statutes (California Government Code §5864 il ~), Belmont's ordinances establishing procedures and requirements for development agreements, the terms and conditions of the Project Agreements and Approvals and Belmont's and the Agency's inherent . rights, pow~rs and authority to implement, interpret, administer and perform contracts, agreements, permits and approvals.

E:\RE\70140\028\SIXTH.AM 2 298
MAY 23 '96 09:s1AM RR&P
NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1. The last paragraph of Subparagraph f (Cost of
Improvements) of Paragraph 3 of the Agreement (as amended on pages 15-16 ot the Fifth Amendment) shall be amended by deleting the figure ot one Hundred Tbousand Dollars ($100,000) in subsection Ci) ot said paragraph, and substituting the amount o! Three Hundred '1'housand Dollars ($300,000). The parties agree that, unless expressly waived in writing ~Y IGR and RSP, the foregoing provisions of this Paragraph i, amending subparagraph f of Paragraph 3 of the Agreement, shall be expressly conditioned upon, and shall be effective if, and only if, the sale ot the property tor Phase II ct the Farallon Project by XGR to Xaufman and Broad - South Bay, Inc. actually closes escrow on or before June 28, 1996, and the sale cf Lot 1 by RSP to oracle Corpcration er Kaufman and Broad actually closes escrow en or before June 28, 1996.

2. under the Project Agreements and Approvals, certain
questions and disputes have arisen between the parties with respect to whether any of the existing parking spaces on Lot 1 are needed, required or otherwise should be used or made availa:ble tor the use and enjoyment o! the existing ottice building on Lot 2. 'l'o resolve such questions ant\ disputes, the parties agree that all of such existing parking spaces on Lot 1 are not needed or required for the use of Lot 2 but there shall be no occupancy and use of Lot 1 for commercial or residential purposes unless and until: (i) if Lot i is developed tor commercial purposes, a non-exclusive easement (or some other agreement, understanding or mechanism that Belmont determines is acceptable) is pro~ided to share the use of up to nine (9) parking spaces (the •Required Parking") on Lot 1 with users ot Lot 2, provided, however, that any such arrangement to provide the Required Parking shal1 not, in any way, increase the number of parking spaces that would otherwise be required on or fer Lot las determined in accordance with the Project Agreements and Approvals and as part of any future Detailed Development Plan, Design Review or other appropriate proceeding in connection with the development of Lot 1; or (ii) if Lot 1 is developed tor residential purposes, an exclusive easement (or s0111e other agreement, understanding or mecha~isM that Belmont determines is acceptable including, without limitation, a lot line adjust.ntent) is provided on Lot 1 in an area adjacent to Lot 2 to allow for the exclusive use of the Required Parking .by the users ot Lot 2.

Belmont and the Agency acknowledge and agree that this provision for providing the Required Parking finally and conclusively settles and resolves all 0! the above-referenced questions or disputes regarding the parking requirements tor Lot 2 and that tr0m and at~er the date of this sixth Amendment, the Lot 2 office bui1ding (as currently constructed and used) shall be considered and deemed to be in full eomplianee with all Project Agreements and Approvals and any ether laws,~ordinances, regulations or E:\R E\70140\028\SIXTH.AM 3
CD
,_ a,
•. O
CJ)
CD
A
N
;. 0)
299
requirements applicable to parking for Lot 2 , The provisions of this paragraph for providing the Required Parking on Lot 1 shall not apply if Lot 1 and Lot 2 are in the same ownership and Lot 1 is developed for commercial purposes.

3. Paragraph 19(a) is deleted in its entirely and replaced with ~he following:
a. All notices required or provided for under this
Agreement shall be in writing and delivered in person or sent by certified mail, postage prepaid, as follows:

CITY OF BELMONT
City Hall
1365 Fifth Avenue
Belmont, CA 94002
Attention: City Manager

BELMONT REDEVELOPMENT AGENCY
City Hall
1365 Fifth Avenue
Belmont, CA 94002
Attention: Executive Director

KG LAND CALIFORNIA CORPORATION
1875 s. Grant Street
Suite 1000
San Mateo, CA 94402-2671
Attention: President

REDWOOD SHORES PROPERTIES
1875 S. Grant Street
Suite 1000
San Mateo, CA 94402
Attention: President

KGR LIMITED PARTNERSHIP
1875 s. Grant Street
Suite 1000
San Mateo, CA 94402-2671
Attention: Vice President
E:\RE\70140\028\SIXTH.AM 4
. ·w
I 0,
0 i a,
. U)
· .b.
. ~
: 0,
300
Except as modified by this sixth Amendment, the Agreement is and shall remain in full force and effect~

KG LAND CALIFORNIA CORPORATION,
a California~ rporation

REDWOOD SHORES PROPERTIES,
a California joint venture
general partnership
By: KG SHORES CORPORATION,
a California corporation,
a general pfer
ayK. 7 &£PC ====-
Ka tsumiHayakawa
President
Sy: KG PENINSULA SHORES CORPORATION ,
a California corporation,
a general p er
By.

KGR LIMITED PARTNERSHIP,
a California limited partnership
By: KG HOMES ISLAND PARK CORPORATION,
a California cor oration,
its sole gener partner
By:

Damon B. Edwards,'CITY MANAGER
[Signature Blocks Contlnued On Next Page]
E:IRE\701 «l'ma\SIXTH.AM 5 301
BELMONT R1ffEVELO~ . ENNff AGGENCY
ry(l - r,.[)_ I . ~ By: ~1 \_~. ~4f ~By:_:....1.k=-~--=-.=...~'-=-"-.... M ....... )--=-..=J\);:?-=--__ * Redeveop pt Mency Executive Director Executive tre6tor, and Damon B. Edwards authorized representativi:!
ATTEST:_ J)
By: ;z¢.f Kathy Kern, CityCler

APPROVED
By:

By:
. Sava;ree, Esq.

Attorney
~u~ nice J. ·ifuss 11,sq.

Russell, Russell & Patton
Attorneys for
KG Land California/RSP/KGR
E;\RE\701-40'028\SIXTH.AM 6
* Nancy D.

Levitt
<O
CJ)
0 (J)
U)
...

I':
a:
302
state of California
County of San Mateo
)
) ss.
}
On this jg~\. day of June, 1996, before me, the undersigned, a notary public in and for the State of California, personally appeared KATSUMI HAYAKAWA, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the within instrument.

WITNESS my hand and official seal.

State of California
County of San Mateo
)
) ss.
)
0 ---- - •.. s TIN ·---. • au,,,,,, ~ AM. DAVIS !}
i ~ COMM. #991285 2
.!ii:: · NOTARY PUBLIC:CALIFORN . i I SAN MA TEO COUNTY r, } 81 MY £PMM. rxr~RES APRIL 11. 1997 ·."/
C '*-...:i.i
(Seal)
aww111111111W1111112rrmn1~nanm I~- TINA M. DAVIS I ... .;,,. • COMM. #991285 ~ ! . . NOT ARY PUBLIC-;CALIFOf!NIA ~ l . SAN MATEO COUNTY I nnllNl~~,W!~.!!i 1
1 • ;;.~!
• j ~f\.- ' On this v· day of June, 1996, before me, the undersigned, a notary public in and for the State of California, personally appeared KATSUMI HAYAKAWA, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the within instrument.

WITNESS my hand and official seal.
\
(Seal)
E:\RE\70140'D28\SIXTH.AM
w
1 m
0 0)
. co
·~
N
CT.I
303

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of Co..\ \ h) ( C\; (t...

County of ::n.n Un H-0
on:S-lJ...N) 4, \l\C,,(a before metl1oe~e.re b. lL.tc.htA\ JJa±~ 1 DATE NAME, TITtE OF OFFICER. E.G., 1.JANE DOE, No,ily PUBLIC' personally appeared Do.tv...oJ'"'\ ~ · e__l) w~..-d..,~

NAME(S) OF SIGNER(S)
~~~ma.a.Illy known to me• OR - D proved to me on the basis of satisfactory evidence to be the person(,s.) whose name(s) is/a,.e
subscribed to the within instrument and acknowledged to me that he/sbe/tRe;' executed the same in his/b.8-r/tb:e+f authorized
capacity(l,e,s), and that by his/~/th-e+r
signature~) on the instrument the person(.},
or the entity upon behalf of which the
person(s) acted, executed the instrument.

S my hand and official seal.

No.5907
----------OPTIONAL----------
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.

CAPACITY CLAIMED BY SIGNER
0 INDIVIDUAL
0 CORPORATE OFFICER
C. ~ \l.½ '¼o..n<t~
0 PARTNER(S)
□ ATTORNEY-IN-FACT
0 LIMITED
0 GENERAL
□ TRUSTEE($)
□ GUARDIAN/CONSERVATOR
□ OTHER: -----------
SIGNER
~
IS REPRESENTING:

DESCRIPTION OF ATTACHED DOCUMENT
3l~u. ~ lo ~jTITLE OR TYPE OF DOCUMET
NUM~FPAGES

DATE OF DOCUMENT

SIGNER(S) OTHER THAN NAMED ABOVE
C1993 NATIONAL NOTARY ASSOCIATION• 8236 Remmel Ave., P.O. Box 7184 • Canoga Park, CA 91309-7184 w
a,
0 CD
(0
:.r,i...
~
CD
304

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of Q_~;~, Ql.G-.

County of So.n. \J...~
On -:::s-Uu,J..... -4, \ ~ ', ~ before me, .\._.l,=~w~e..v-:,::_~=-)-=--·--=u;_,;:·,:__hc:.,_k_=:J~I ---'l'1~-....:.:..--+-- DATE NAME, Tm.E OF OFFlCER • E.G., • JANE DOE,
personally appeared ____.k\s~an;;;..::;a....;;...;:(.'i-+-....;;::J):....:...• -...!..::~=-....--=--~.!....:......---------_, NAME(S) OF SIGNER(S) D personally known to me - OR - D proved to me on the basis of satisfactory evidence to be the person(s) whose name(~) is/are
subscribed to the within instrument and acknowledged to me that be/she/t~ executed the same in R+S/her/th-e+f authorized
capacity(~, and that by tltS/her/tl=te-ir
signature(.) on the instrument the person(s,},
or the entity upon behalf of whi~h the
person(s) acted, executed the instrument.

S my hand and official seal.

No. 5907
----------OPTIONAL----------
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.

CAPACITY CLAIMED BY SIGNER
0 INDIVIDUAL
0 CORPORATE OFFICER
~0--..titf' ._ \ TITLE(S)
0 PARTNER(S) 0 LIMITED
0 GENERAL
0 ATTORNEY-IN-FACT
0 TRUSTEE(S)
0 GUARDIAN/CONSERVATOR
0 OTHER: .

SIGNER IS REPRESENTING:

NAM~(S) OA ENTJ:"lES) d--: ~\ 'i) \ JQ.J\M}r(

DESCRIPTION OF ATTACHED DOCUMENT
3;J-h Q.l\1.JmJ::-10

TITLE OR TYPE OF DOCUME
~(~ T
(o

NUMBER OF PAGES

DATE OF DOCUMENT

SIGNER(S) OTHER THAN NAMED ABOVE
Cl1993 NATIONAL NOTARY ASSOCIATION• 8236 Remmet Ave., P.O. Box 7184 • Canoga Park, CA 91309-7184 CD
0)
C
0,
U)
,.,,.

N
0)
305
2 3
4 5
6 7
8 UJ
z
0 9
N
z
j ~ 0 10
o8i=w<
z:~zr-
:x: 0 :J ~ = 11 Q L UI I') (.)Cti~M
. 0 w ~ Cl
zu~ .,, 12 g i Ill 111
~~.J9z
,... . "' « i 13 ~ < "' ~ u .J . z ~ "' 14 Z C =i ~ Q La ur -<
z 15 l£
~ 16
17 18
19 20
21 22
23 24
25 26
___ ..

RESOLUTION NO. 7860

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

BELMONT APPROVING THE SIXTH AMENDMENT TO THE

DEVELOPMENT AGREEMENT BETWEEN THE CITY OF

BELMONT, BELMONT REDEVELOPMENT AGENCY AND
K.G. LAND CALIFORNIA CORPORATION
BE IT RESOLVED by the City Council of the City of Belmont that the Si:>eth Amendment to the Development Agreement betwee~ . the Cl1Y OF . BELMONT, BEL~ONT REDEVELOPMENf AGENCY and K.G. LAND CALIFORNl.A CORPORATION and its assignees •. :

Redwood Shores Properties and K.G.R. Limited Partnership be, and same is hereby approved.and the Mayor is authorized to execute the same.
• • • • • • • • • .. • • ]"
I hereby certify that the "ioregoing Resolution· wa~ duly ·and re,gu1arly p~sed and adopted by the City Council of the City of Belmont at a regular meeting thereof held on May 28, , 1996 by the following vote:

AYES, COUNCil..MEMBERS:° Rianda.~ ·Ha·r.r.is.~ Della Santtria,.· F~ierbach,· Levitt NOES, COUNCIL.MEMBERS: _No_n_e ____ ..;._ ____ _
ABSTAIN, COUNCIL.MEMBERS: ...:N.:.;;.o..;.:,ne;:__ _______ _ ABSENT, COUNCILMEMBERS: _;__No_n_e __________ _
MAYOR~ e City qf Belmont .,
l .. WPIKM"S:<,flf.l. RES<1s-i-, l61:ITY WPD
306
. 1-: _, ., er-:
107 0 Si xth Av enue
Suite 311
Belmont, CA 94002
1", t: :>\J. NO . :::.u•J
R.A. Peso . No. R.A. 266

SIXTH AMENDMENT TO AGREEMENT
This SIXTH AMENDMENT TO AGREEMENT ("Sixth Amendment") is entered into this 28th day of May , 1996, by and among the City of Belmont (qBelmont"), the Belmont Redevelopment Agency ("Agency"), KG Land California Corporation, a California corporation (wKG Land California"), Redwood Shores Properties, a California joint venture general partnership ("RSP") as the partial assignee of KG ·Land California with respect to the Agreement (as defined in Recital A below), and KGR Limited Partnership, a California limited partnership (MKGR") as the indirect partial ·assignee of KG Land California with respect to the Agreement as it affects '.the residential portion of Island Park· commonly known as'·Farallon at Island Park. Belmont, Agency, KG Land California, RSP and KGR are sometimes referred to herein individually as a "party" and coilectively as the wparties". This Sixth Amendment affects the rights and obligations of the parties with respect to a joint public sector/private sector development project known as Island Park {the »Project") located in the City of Belmont and within the boundaries of the Los Costa.nos Redevelopment Area. Unless otherwise indicated or de~ined herein, capitalized terms not otherwise defined herein shall have the meanings given them in the Agreement. All terms defined herein shall ~e incorporated into and be a part of the Agreement as though originally set forth therein.

RECITALS To SIXTH AMENDMENT
'A?.'·· Belmont,···.Agency and KG Land California. ~riginally entered into an Agreement dated December 11, 1984 and recorded in the Official Records of San Mateo County on May 17·, · 1985 as Document No. 85048956 concerning the develo_pment .of _ the Project (the MAgreement•).

B. The Agreement has previously been modified and amended by several amendments, including a written agreement dated May 10, . 1988 (•First Amendment"), the Agreement Modifying Development Agreement dated May 24, 1988 (MSecond Ame~drn~nt") ., the Third Amendment to Agreement dated July 6, 1988 ( Third Amendm~pt"), the .. Fourth Amendment to Agreement dated January 9, 1990 ("_Fo'urth Amendment") and the Fifth Amendment t<;> Agr~emei:it dated April 25, 1995 ("Fifth Amendment"). As used in this Sixth Amendment:, ·"the Agreement means all modifications and arnendmer:its to date, in.eluding the First Amendment, Second Amendment, ~hi.rd Amendment Fourth Amendment and Fifth Amendment . The parties desire to 1rnake certain further modifications and amendments to the Agreement· as set forth in this Sixth Amendme nt.

E:\RE\70140\028\SIXTH.AM 1
307
c . Certain events and circumstances have occurred since the Fifth Amendment with respect to the current and continuing developmen~ _QI the Project, including the development and approvals for Lot 1 and for Lots 3, 4 and 5, the funding of the Area Roadway Improvements Fund and the respective rights and obligations of the parties thereunder and the proper
interpretation of the Project Agreements and Approvals.

D. Belmont has, for example, expedited the processing of the residentiAl development approvals for Phase II of the Farallon Project and for Lot l in order to encourage and to try to facilitate the sale and development of those properties. In connection therewith, Belmont has incurred extra expenses that were not previously anticipated by the parties. Additionally, Belmont and the Agency have incurred additional and unanticipated expenses with respect to the completion of development · at Is.land Park, including Belmont and Agency involvement in public hearings and extensive negotiations with oracle corporation and otners regarding the development of Lots 3, 4 and 5, and the possibility of oracle corpoiation purchasing and dev@loping other parcels at or adjacent to the Project.

E. Circumstances have also chang.ed with respect to the Area Roadway Improvements Fund. Although a small portion of the Area Roadway Improvements Fund has been utilized pur~uant to the Agreement for design and engineering purposes, the parties acknowledge that no portion of·the Area Roadway Improvements Fund is currently needed to defray the cost of actual construction of the Area Roadway Improvements pursuant to the Agreement.

Moreover, the parties acknowledge that it is not anticipated that such funds will be needed for actual construction for at least the next twelve months. Accordingly, and in consideration for the additional and unanticipated expenses incurred by Belmont in connection with the development of the Project, the parties have agreed to advance certain payments to Belmont and to defer temporarily (for a period of approximately one year), payment of the Additional Contribution to the Area Roadway Improvements Fund. Such deferral shall not, in any way , reduce the amount to be contributed to the Area Roadway Improvements Fund or- affect the availability of any of the Island Park contribution and the Area Roadway Improvements Fund for the purposes intended as specified in the Fifth Amendment.

F. This sixth Amendment is executed .pursuant to and in accordance with the California Redevelopment Law (California Health and Safety Code §32000 .e..t ~), the California Development Agreement statutes (California Government Code §5864 .e.t ~), Belmont's ordinances establishing procedures and requirements for development agreements, the terms and conditions of the Project Agreements and Approvals and Belmont's and ~he Agency's i~h7rent rights, powers and authority to implement , interpret,· administer and perform contracts, agreements, permits and approvals~ E:\RE\70140\028\SIXTH.AM 2
308
NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration the rece~pt and adequacy of which are hereby acknowledged, the' parties agree as follows:

1. The last paragraph of Subparagraph f (Cost of
Ifflprovements) ot Paragraph 3 of the Agreement (as amended on pages 15-16 ot the Fifth Amendment) shall be amended by deleting the figure of One Hundred Thousand Dollars ($100,000) in subsection (i) of said paragraph, and substituting the ·amount o! Three Hundred Thousand Dollars ($300,000). The parties agree that, unless expressly waived in writing oy KGR and RSP, the foregoing provisions of this Paragraph 1, amending ~ubparagraph f of Paraqraph 3 of the Agreement, shall be expressly conditioned upon, and shall be effective if, and only if, the sale of the property tor Phase II ot the Farallon Project by RGR to Kaufman and Broad - South Bay, Inc. actually closes escrow on or before June 28, 1996, and the sale of Lot l by RSP to oracle Corporation or kaufman and Broad actually closes escrow on or betore June 28, 1996.

2. Under the Project Agreements and Approvals, certain
questions and disputes have arisen between the parties with respect to whether any of the existing parking spaces on Lot 1 are needed, required or otherwise should be used or made available for the use and enjoyment ot the existing ottice building on Lot 2. To resolve such questions and disput.es, .the parties agree that allot such existing parking spaces.on Lot 1 are not needed or required tor the use of Lot .2 but thdre shall be no occupancy and use of Lot 1 for commercial or residential purposes unless and until: (i) if Lot 1 is developed for commercial purpo•••, a non-exclusive easement (or •o•• oth•r agreement, understanding or mechanism that Belmont determine• is ?acceptable) is provided to share the use of up to nine (9) jparking spaces (the •Required Parking") on Lot 1 with users ot jLot 2, provided, however, that any auch a~rangement to provide :the Required Parking shall not, in any way, increase the number jof parking spaces that would otherwise be required on or fo~ Lot ,1 as determined in accordance with the Project Agreements and Approvals and as part of any future Detailed Development Plan, Design Review or other appropriate proceeding in connection with the development of Lot 1; or (ii) it Lot l is developed for residential purpo•••, an •xelusiv• ea•aent (or s011e other agreement, understanding or mechanism that Belmont determine■ is acceptable including, without limitation, a lot line adjustment) is provided on 1,ot 1 in an area adjacent to Lot 2 to allow for the exclusive use of the Required Parking by the user• of Lot 2.

Belmont and the Agency acknowledge and agree that this provision for providing the Required Parking finally and conclusively settles and resolves all of the above-referenced questions or disputes regarding the parking requirements for Lot 2 and that froffl and arter the date of this Sixth AIDend~ent, the Lot 2 office building (as currently constructed and used) shall be considered and deemed to be in full co~plianca with all Project Agreements and Approval$ and any other laws,~ordinances, regulations or E:IRE\701.0\028\SIXTH.AM 3
309
requirements applicable to parking for Lot 2 . The provisions of this paragraph for providing the Required Parking on Lot 1 shall not apply iL_Lot 1 and Lot 2 are in the same ownership and Lot 1 is developed for commercial purposes.

J. Paragraph 19(a) is deleted in its entirely and replaced with the following:
a. All notices required or provided for under this
Agreement shall be in writing and delivered in person or sent by certified mail, postage prepaid, as follows:

CITY OF BELMONT
City Hall
1365 Fifth Avenue
Belmont, CA 94002
Attention: City Manager

BELMONT REDEVELOPMENT AGENCY
City Hall
1365 Fifth Avenue
Belmont, CA 94002
Attention: Executive Director

KG LAND CALIFORNIA CORPORATION
1875 s. Grant Street
Suite 1000
San Mateo, CA 94402-2671
Attention: President

REDWOOD SHORES PROPERTIES
1875 s. Grant Street
Suite 1000
San Mateo, CA 94402
Attention: President

KGR LIMITED PARTNERSHIP
1875 s. Grant Street
Suite 1000
San Mateo, CA 94402-2671
Attention: Vice President
E:\RE\701401D28\SIXTH.AM 4
310
Except as modified by this Sixth Amendment, the Agreement i s and shall remain in full force and effect.

KG LAND CALIFORNIA CORPORATION,
a California c rporation
By .

REDWOOD SHORES PROPERTIES ,
a California joint venture
general partnership
By: KG SHORES CORPORATION,
a California corporation,
a general p er
By .
•,
By: KG PENINSULA SHORES CORPORATION,
a California corporation,
a general p er
Ka
President

KGR LIMITED PARTNERSHIP,
a California limited partnership
By: KG HOMES ISLAND PARK CORPORATION ,
a California corporation,
CITY
By:
its sole gene partner
By:

President
[Signature Blocks Continued On Next Page)
E :\RE\70140\028\SIXTH.AM 5
311
~ ~~ BELMONT ~EDEVELpPMENT AGENCY
.,\ ·u.x· ~ - By: ~-~ ~~ , Chair
Reeve'i.epen0Agency
Executive Director, and
authorized representative
.ecutive Director
By: bk/~J&,~ B'ruceJ. Russell, Esq.

Russell, Russell & Patton
Attorneys for
KG Land California/RSP/KGR
E:IRE\70140'026\SIXTH.AM 6
..
312

Page 1 of 6 ends

Belmont City CouncilSeptember 13, 2022

Belmont City Council
September 13, 2022