DEPARTMENT General Manager AGENDA NO. 11
MEETING DATE May 28, 2024
AGENDA ITEM
Public Utilities Commission
City and County of San Francisco
Authorize Consent to Development Agreement: Regular Calendar Project Manager: Molly Petrick
Authorize Consent to Development Agreement for the Stonestown Development Project
Summary of
Proposed
Commission
Action:
Authorize the General Manager to consent, on behalf of the San Francisco Public Utilities Commission , to the Development Agreement between the City and County of San Francisco and Stonestown NW Parcel LLC, a Delaware limited liability company, Stonestown Shopping Center, L.P., a Delaware limite d partnership, and Stonestown Anchor Acquisition, L.P., a Delaware limited partnershi p, as it relates to matters under the jurisdiction of the San Fr ancisco Public Utilities Co mmission; and adopt findings pursuant to the California Environmental Quality Act, including a Statement of Overriding Considerations and a Mitigation and Monitoring and Reporting Program.
Background: California Government Code Section 65864 et seq. and San Francisco Administrative Code Chapter 56 authorize s the City and County of San Francisco (City) to enter into a development agreement governing the standards and conditions for the development of real property. The City has negotiated a D evelopment Agreement with Stonestown NW Parcel LLC, a Delaware limited liability company, Stonestown Shopping Center, L.P., a Delaware limited partnership, and Stonestown Anchor Acquisition, L.P., a Delaware limited partnership ( collectively, Developer) fo r the Stonestown Development Project (Project) located immediately northeast of San Francisco State University, bounded roughly by 19th Avenue to the east, Buckingham Way to the south and west, Rolph Nicol J r.
Playground and Eucalyptus Drive to the north.
The Project site is comprised of an 11 -acre shopping center mall (Stonestown Galleria), 27 acres of surface parking lots and operational uses, three acres of publicly accessible privately -owned streets, and two acres of public right of way. The existing mall at Stonestown Galleria will remain as part of the future development with minor modific ations and upgrades, and the 27 acres of surface parking lots will be transformed into a predominantly residential neighborhood with additional uses i ncluding parks and plazas, retail, community amenit y space, office, childcare, and structured parking.
The Project will be built in phases and includes approximately 3,850,000 Agreement: Stonestown Development Agreement
Commission Meeting Date: May 28,2024
gross square feet (GSF) of new building area allocated among t he following uses: up to approximately 3,491 reside ntial dwelling units, up to 4,861 parking spaces, 1,277 bicycle parking spaces, approximately 160,000 GSF of retail and community amenity space, up to 96,000 GSF of office, and up to 63,000 GSF of institut ional use, including on- site childcare facilities.
The Project will also provide robust public realm improvements including approximately six acres of new privately maintained publicly accessible open spaces featuring a variety of active and passive recreational uses. It will also pro vide enhanced connectivity throughout the si te, including
new bicycle and pedestrian facili ties, a redesigned street network , new vehicle passenger loading, and new native trees and plantings.
Under the terms of the Development Agreement, consent by the San Francisco Public Utilities Commission ( SFPUC)
is required for the
SFPUC utility -related components of the Development Agreeme nt, including the Infrastructure Plan and the utility- related California Environmental Qualit y Act ( CEQA) mitigation measures from the Environmental Impact Report, including the Mitigation, Monitoring, and Reporting Program.
Description of
Agreement:
The Project will be developed pursuant to the Development Agreement by and between the City and the Developer. The Development A greement is a contract between the City and the Developer that provides greater security and flexibility to both th e City and Developer, and results in greater public benefits in exchange for certainty.
The Development Agreement creates a legally binding framework for cooperation between t he Developer and the various City departments affected by the Project, including the SFPUC. Under the terms of the Development Agreement, the Developer is allowed to build a major new mixed-use deve lopment that includes housing, commercial (office and retail), parks and other uses, and must provide horizontal infrastructure to support the Project, including:
• The design and construction of potable and non- potable water distribution systems.
• The design and construction of a combined sewer system. • The design and construction of stormwater management
improvements tha t meet the SFPUC's stormw ater management requirements.
• The design and construction of an electrical distribution system. • The design and construction of streetlights.
• Auxiliary Water Supply System (AWSS). Due to the distance from th e Project site to the closest point of connection to the existing AWSS, the Developer will pay an Emergency
Firefighting In-Lieu Fee to SFFD rather than installing an AWSS Agreement: Stonestown Development Agreement
Commission Meeting Date: May 28,2024
pipeline system wit hin the project site. The SFPUC will not use any ratepayer revenu es to purchase, operate, or maintain items purchased using this In-Lieu Fee.
Infrastructure Plan
The Infrastructure Plan (Plan) is an exhibit to the Development Agreement. The Plan outlines the infrastructure related elements of the Project’s proposed rede velopment of the existin g surface parking lots, while supporting the active uses of the existing mall to remain. The Plan presents the existing and propose d infrast ructure components and systems, including demolition, corrective geotechnical measur es, site grading, street and mul ti–modal transpor tation systems, open space improvements, sustainability and resiliency considerations, potable water system, auxil iary water system, non- potable water system, combined sewer system, stormwater management co ntrols, and dry utility system.
The Plan also de tails existing and proposed easements, right -of-way dedications, and vacations necessary to implement the Project.
Environmental
Review:
On May 9 , 20 24, by Motion No. M-21559, the San Francisco Planning Commission certified the Final Environmental Impact Report ( EIR) for the Stonestown Devel opment Project (Case No . 2021-012028ENV). On that same date, by Motion No. M -21560, the San Fran cisco Planning Commission adopted California Environmental Quality Act (CEQA) Findings, including the Statement of Overridi ng Cons iderations and the Mitigation Monitoring and Reporting Program.
The Development Agreement is within the scope of the project authorized under the Stonestown Development Project Final EIR. The SFPUC has reviewed and considered the Final EIR and the record as a whole and finds that the Final EIR is adequate for consenting to the Development Agreement.
The Stonestown Development Project Final EIR , Planning Commission Motions, CEQA Findings including the Statement of Overriding Considerations and Mitigation Monitoring and Reporting Program can be found here. The Final EIR including all appendices is available for review online here.
Attachment: 1. Stonestown Development Project Development Agreement https://sfpuc.sharefile.com/d-sa62317f7235345108518a7a4c36475c7
PUBLIC UTILITIES COMMISSION
City and County of San Francisco
RESOLUTION NO.:
WHEREAS, The Stonestown Development Project (Project) site is comprised of an 11 - acre mall shopping center (Stonestown Galleria), 27 acres of surface parking lots and operational uses, three acres of publicly accessible privately-owned streets, and t wo acres of public right of way located immediately northeast of San Francisco State Unive rsity, bounded roughly by 19th Avenue to the east, Buckingham Way to the south and west, Rolph Nicol Jr. Playground and Eucalyptus Drive to the north; and
WHEREAS, The existing mall at Stonestown Galleria will remain as part of the future development with minor modifications and upgrades, and the 27 acres of surface parking lots will be transformed into a predominantly residential neighborhood with additional uses including parks and plazas, retail, community amenity space, office, childcare, and structured parking ; and
WHEREAS, The proposed Project will be built in phases and includes approximately 3,850,000 gross square feet (GSF) of new building area allocated among the following uses: up to approximately 3,491 residential dwelling units, up t o 4,861 parking spaces, 1,277 bicycle parking spaces, approximately 160,000 GSF of retail and community amenity space, up to 96,000 GSF of office, up to 63,000 GSF of institutional use, including on-site childcare facilities, and approximately six acres of new privately maintained publicly accessible open space featuring a variety of active and passive recreational uses; and
WHEREAS, T he Project is supported by extensive investments in infrastructure, including new pot able and non-potable water distribution systems, stormwater management improvements, combined sewer system, power facilities, and street lighting; and
WHEREAS, The Project ’s land use and development approvals include a Development Agreement by and between the City and County of San Francisco ( City) and Stonestown NW Parcel LLC, a Delaware limit ed liability company, Stonestown Shopping Center, L.P., a Delaware limite d partnership, and Stonestown Anchor Acquisition, L.P., a Delaware limited partnership (collectively, Developer); and
WHEREAS, The proposed Development Agreement re cognizes that, in exchange for defined public benefits, the Project will only be subject t o certain defined City ordinances, regulations, rules and policies governing the design, cons truction, fees and exactions, use and other aspects of the Project; and
WHEREAS, The Developer will provide the San Francisco Public Utilities Commission (SFPUC) with all Project information the SFPUC requires to determine the feasibility of providing electric service to the Project as required by the Development Ag reement and
Infrastructure Plan; and
WHEREAS, The SFPUC will complete the Feasibility Stu dy within 90 days of receiving from the Developer, all Project information needed to complete the Feasibility Study; and
WHEREAS, The proposed infrastructure systems require easements, right -of-way dedications, vacations, and other arrangements as outli ned in the Infrastructure Plan att ached to the Development Agreement; and
WHEREAS, On May 9 , 2024, by Motion No. M-21559, the S an Francisco Planning Commission certified the Final Environmental Impact Report ( EIR) for the Stonestown Development Project (Case No . 2021-012028ENV) and on that same date by Motion No. M - 21560, the San Francis co Planning Commission adopted California Environmental Quality Act (CEQA) F indings, including the Statement of Overriding Considerations and the Mitigation, Monitoring, and Reporting Program; and
WHEREAS, The Development Agreement is within the scope of the project authorize d under the Stonestown Development Project Final EIR and t he SF PUC has review ed and considered the Final EIR and the record as a whole and finds that the Final EIR is adequate for consenting to the Development Agreement; and
WHEREAS, The San Francisco Planning Department is the custodian of records, located in File N o. 2021-012028ENV, at 49 South Van Ness Avenue, Suite 1400, San Francisco, California, 94103, which have been made available for review by this Commission and the public, and those files are part of the record before this Commission; and WHEREAS, Staff has made the Project files, including the Final EIR , Motion Nos. M- 21559 and M-21560, CEQA Findings , Statement of Overriding Considerations and the Mitigation Monitoring and Reporting Program, available for review by thi s Commission and the public, and those files are part of the record before this Commission; and WHEREAS, This Commission has reviewed and considered the information contained in the Final EIR, the CEQA Findings contained in Planning Commission Motion No. M-21560, and all written and oral information provided by the Planning Depa rtment, the public, relevant public agencies, SFPUC and other experts and the administrative files for the Project; now, therefore, be it
RESOLVED, This Commission has reviewed and considered the Final EIR and the record as a whole, finds that the Final EIR is adequate for its use as the decision-making for the action taken herein , and hereby adopts the CEQA Findings including the Statement of Overriding Considerations and Mitigation Monitoring and Reporting Program contained in Planning Motion No. M-21560 by this reference thereto as though set forth in this Resolution; and be it
FURTHER RESOLVED, T his Commission further f inds that since the Final EIR was finalized, there have been no substantial project changes and no substantial changes in project circumstances that would require major revisions to the Final EIR due to the involvement of new significant environmental effects or an increase in the severity of previously identified significant impacts, and there is no new information of substantial importance that would change the conclusions set forth in the Final EIR; and be it
FURTHER RESOLVED, That this Commission hereby consents to the Development Agreement between the City and the Developer substantially in the form and on the terms as outlined in the Development Agreement with respe ct to the items under the SFPUC’s jurisdiction, and authorizes the General Manager to ex ecute the SFPUC Consent to the
Development Agreement attached to the Development Agreement on behalf of this Commission; and be it
FURTHER RESOLVED, That , if the SFPU C determines it is feasible to provide electricity for the Projec t, the SFPUC will provide electric power to the Project pursuant to its Rules and Regulations for electr ic service and the Commission authorizes the General Manager to execute an Electric Service Agreement with the Developer for such purpose; and be it
FURTHER RESO LVED, That, subject to appropriation of any neces sary funds, this Commission authorizes the General Manager, to take any and all steps as the General Manager deems necessary or appropriate, in consultation with the City At torney, in order to perform the SFPUC’s obligations under the Development Agreement in accordance with this Resolution and Development Agreement legislation by the Boa rd of Sup ervisors, or otherwise to effectuate the purpose and intent of this Resolution and such Development Agreement legislation; and be it
FURTHER RESOLVED, That, as th e implementation of the Development Agr eement and Infrastructure Plan necessitates the vacation of streets or easements in which the SFPUC has assets or an ow nership interest, the Commission hereby declares such assets to be surplus to its utility needs conditioned upon the Developer’s satisfaction of all obligations in the Development Agreement and Infrastructure Plan and subject to SFPUC’s receipt of assets or other consideration of equivalent value; and be it
FURTHER RESOLVED, That, by consenting to the Development Agreement between the City and the Developer, the Commission does not intend to in any way limit, waive or delegate to other City entities the exclusive authority of the SFPUC as set forth in Article VIIIB of the City's Charter; and be it
FURTHER RESOLVED, That approval under this Resolution shall take effect upon the effective date of the Board of Supervisors legislation approving the Development Agreement.
I hereby certify that the foregoing resolution was adopted by the Public Utilities Commission at its meeting of May 28, 2024.
Secretary, Public Utilities Commission