Agenda packet — East Palo Alto City Council, May 3, 2022 (part 2 of 2)

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G. On ___________, 2022, the City examined the environmental effects of the Development Approvals in an Environmental Impact Report (State Clearning House # ___), comprised of a Draft Environmental Impact Report and Final Environmental Impact Report (the "EIR") prepared pursuant to CEQA. On ___, 2022, the City Council reviewed and certified as adequate and complete the EIR by Resolution No. ___ and adopted written findings and approved the MMRP.

H. On ___________, 2022, the City Council held a duly noticed public hearing on this Agreement and considered the Planning Commission's recommendations and testimony and information submitted by City staff, Developer, and members of the public, and found this Agreement to be consistent with the City's General Plan and introduced Ordinance No. ____, approving this Agreement.

I. On ___________, 2022, the City Council adopted Ordinance No. ____ enacting this Agreement.

J. The development of the Project will require ministerial approvals from the City, potentially including, but not limited to, encroachment permits, demolition permits, grading permits, building permits, and certificates of occupancy ("Subsequent Approvals").

AGREEMENT
NOW, THEREFORE, City and Developer agree as follows:

ARTICLE I.

DEFINITIONS

1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, the following defined terms are used in this Agreement:

1.1.1 "Adopting Ordinance" shall mean City Council Ordinance No. ___ approving and adopting this Agreement.

1.1.2 "Agreement" shall mean this Development Agreement, as the same may be amended from time to time.

1.1.3 "Applicable Law" shall consist of the following:
(a) The General Plan of the City in effect as of the Effective Date; (b) The City's Municipal Code current as of the Effective Date; (c) The Development Approvals and their terms and conditions; (d) All other ordinances, resolutions, rules, regulations, standards, policies, conditions, and specifications applicable to the Project Site in effect on the Effective Date, except as provided in Sections 3.3 and 3.6.

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1.1.4 "CEQA" shall mean the California Environmental Quality Act (California Public Resources Code Sections 21000-21177) and the implementing regulations promulgated thereunder by the Secretary for Resources (California Code of Regulations, Title 14, section 15000 et seq.).

1.1.5 "City" shall mean the City of East Palo Alto, a municipal corporation, and any successor or assignee of the rights and obligations of the City of East Palo Alto hereunder.

1.1.6 "City Council" shall mean the governing body of the City.

1.1.7 "City Law" shall mean, individually, the ordinances, resolutions, rules, regulations, standards, policies, conditions, or specifications of the City.

1.1.8 "Compliance Letter" shall mean a letter submitted by Developer describing Developer's compliance with the terms of the Development Approvals and this Agreement.

1.1.9 "City Planning Commission" shall mean the duly appointed and constituted planning commission of the City.

1.1.10 "Developer" shall mean University Circle Investors, LLC and any successor or assignee to all or any portion of its right, title, and/or interest in and to ownership of all or a portion of the Project.

1.1.11 "Development Agreement Statute" shall mean California Government Code Sections 65864-65869.5, inclusive.

1.1.12 "Director" shall mean the City's Planning Division Manager.

1.1.13 "Effective Date" shall mean the date the Authorizing Ordinance becomes effective.

1.1.14 "General Plan" shall mean the City's 2035 General Plan adopted by the City Council on October 4, 2016, the final version of which was published in March 2017.

1.1.15 "Mortgage" shall mean the mortgage, deed of trust, sale and leaseback arrangement, or any other form of conveyance in which the Project Site, or a part or interest in the Project Site, is pledged as security and contracted for in good faith and for fair value.

1.1.16 "Mortgagee" shall mean the holder of a beneficial interest under a Mortgage or any successor or assignee of the Mortgagee.

1.1.17 "Project" shall mean an approximately 180,000 square-foot, six story office building above below-grade parking with net increase of 400 new structured parking spaces (a ratio of 2.5 spaces per 1,000 square feet), an approximately 2,800 square foot space along with an exclusive patio for community use, 14 surface parking spaces serving the community space, and water flow and pressure enhancements to ensure adequate fire suppression measures at the Project Site.

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1.1.18 "Property" is defined in Recital C.

1.1.19 "Project Site" shall mean that portion of the Property on which the Project will be constructed and operated, as more particularly described in Exhibit B, attached hereto and incorporated by this reference.

1.1.20 "Term" is defined in Section 2.3.

1.1.21 "Third Party Challenge" shall mean any legal action instituted by a third party or other governmental entity or official challenging the validity of any provision of this Agreement.

1.1.22 "Subsequent Approvals" is defined in Recital J.

1.2 Capitalized Terms. If any capitalized terms contained in this Agreement are not defined above, then any such terms shall have the meaning otherwise ascribed to them in this Agreement.

ARTICLE II.

GENERAL PROVISIONS

2.1 Developer Representations and Warranties.
(a) Developer represents and warrants that, as of the Effective Date of this Agreement, Developer is:
(i) The sole fee owner of the Project Site;
(ii) Duly organized and validly existing under the laws of the State of California;
(iii) Qualified and authorized to do business in the State of California and has duly complied with all requirements pertaining thereto; (iv) In good standing and has all necessary powers under the laws of the State of California to own property and in all other respects enter into and perform the undertakings and obligations of this Agreement.
(b) Developer further represents and warrants:
(i) That no approvals or consents of any persons are necessary for the execution, delivery or performance of this Agreement by Developer, except as have been obtained;
(ii) That the execution and delivery of this Agreement and the performance of the obligations of Developer have been duly authorized by all necessary actions and approvals required under any management and operating agreement for the limited liability company constituting Developer; and

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(iii) That this Agreement is a valid obligation of Developer enforceable in accordance with its terms.

2.2 Relationship of City and Developer.

It is understood that this Agreement is a contract that has been negotiated and voluntarily entered into by City and Developer and that the Developer is an independent party and not an agent or partner of City.

City and Developer hereby renounce the existence of any form of joint venture or partnership between them, and agree that nothing contained in this Agreement or in any document executed in connection with this Agreement shall be construed as making City and Developer joint venturers or partners.

2.3 Recording.

The Parties acknowledge that pursuant to Government Code Section 65864.5 and East Palo Alto Municipal Code Section 18.108.050.B the City Clerk must cause recordation of this Agreement with the County Recorder against the Project Site within ten (10) days after the Effective Date.

However, if the Lot Split has not been completed within this time period, preventing recordation of this Agreement, the City Clerk shall cause recordation of this Agreement within thirty (30) days of receipt of notice of Developer that the Lot Split has been completed.

2.4 Term.

The term of this Agreement (the "Term") shall commence upon the Effective Date and shall terminate seven (7) years following the Effective Date, unless sooner terminated or extended as hereinafter provided. Notwithstanding the above Term, if prior to the seventh (7th) anniversary of the Effective Date, the Developer submits to the City a complete application for a building permit for the Development, including construction drawings, the Term of this Agreement shall be automatically extended for five (5) additional years.

Notwithstanding the foregoing, if this Agreement or the Project defined herein is subject to litigation by a third party, the Term shall be tolled during such time and until the date upon which all such litigation is final and no longer subject to judicial review.

ARTICLE III.

DEVELOPMENT OF THE PROJECT SITE

3.1 Use of the Project Site and Applicable Law.

3.1.1 Subject to Agreement.

The Project Site is hereby made subject to the provisions of this Agreement. All development of, or on, the Project Site, or any portion thereof, shall be undertaken only in compliance with the provisions of this Agreement and with Applicable Law.

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3.1.2 Permitted Uses.

The permitted uses of the Project Site, the density or intensity of use, the maximum height and size of proposed buildings, and provisions for reservation or dedication of land for public purposes shall be governed by Applicable Law.

3.1.3 No Conflicting Enactments.

Except as and to the extent required by state or federal law, and subject to the provisions of Sections 3.3 and 3.7 below, the City shall not impose on the Project or Project Site any change in law that has any of the following effects on the rights provided by City Law and Applicable Law:

3.1.4 Reduces the maximum amount of development space permitted on the Project Site from that permitted by Applicable Law;

3.1.5 Changes any land use designation or permitted use of the Project Site from that shown in Applicable Law;

3.1.6 Changes any development standard for the Project Site including, but not limited to, height limitations and setbacks from that shown in the Applicable law;

3.1.7 Limits or controls the rate, timing, phasing or sequencing of the approval, development, or construction of all or any part of the Project Site except as set forth in the Applicable Law;

3.1.8 Limits or restricts any right or use specifically granted by the Development Approvals; or

3.1.9 Subjects the Project to further discretionary review.

3.2 Reservations of Authority.

The development of the Project will require Subsequent Approvals from the City.

Notwithstanding any other provision of this Agreement, and notwithstanding the provisions of Section 3.2, at the time Subsequent Approvals are applied for, the following regulations and provisions shall apply to those Subsequent Approvals:

3.2.1 Processing fees and charges of every kind and nature imposed by the City, including application, inspection, and monitoring fees, which are in force and effect within the jurisdiction of the City for the class of Subsequent Approvals being applied for.

3.2.2 All taxes, assessments, impact fees, other fees, or other monetary and nonmonetary exactions imposed by the City which are in force and effect within the jurisdiction of the City for the class of Subsequent Approvals being applied for.

3.2.3 Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of

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procedure, which are in force and effect within the jurisdiction of the City for the class of Subsequent Approvals being applied for.

3.2.4 Regulations governing construction standards and specifications including, without limitation, the City's building code, plumbing code, mechanical code, electrical code, fire code and grading code, all provisions of Title 15 of the East Palo Alto Municipal Code, and all other uniform construction codes which are in force and effect within the jurisdiction of the City for the class of Subsequent Approvals being applied for.

3.3 Subsequently Enacted Rules and Regulations.

The City may during the term of this Agreement apply such newer City Laws that are in force and effect within the jurisdiction of the City for the class of Subsequent Approvals being applied for and which are not in conflict with the terms of this Agreement or the Development Approvals. To the extent any changed City Law is in conflict with the terms of this Agreement or the Development Approvals, the terms of this Agreement or the Development Approvals, as applicable, shall prevail.

3.4 Nexus/Reasonable Relationship Waiver.

Developer consents to, and waives any rights it may have now or in the future, to challenge with respect to the Project or Development Approvals, the legal validity of, the conditions, requirements, policies, or programs required by this Agreement, the Development Approval or City Laws, including, without limitation, any claim that they constitute an abuse of police power, violate substantive due process, deny equal protection of the laws, effect a taking of property without payment of just compensation, or impose an unlawful tax. In the event Developer challenges any newer, subsequently enacted, City Law, as specified in Section 3.4, or any increased or new fee permitted under Section 3.3, then City shall have the right to withhold additional development approvals or permits until the matter is resolved; provided, however, Developer shall have the right to make payment or performance under protest, and thereby receive the additional approval or permit while the matter is in dispute

3.5 Initiatives and Referenda.

3.5.1 If any City Law is enacted or imposed by a citizen-sponsored initiative or referendum, or by the City Council directly or indirectly in connection with any proposed initiative or referendum, which City Law would conflict with this Agreement or the Development Approvals, such City Law shall not apply to the Project. The parties, however, acknowledge that the City's approval of this Agreement is a legislative action subject to referendum.

3.5.2 Without limiting the generality of any of the foregoing, no City-adopted moratorium or other limitation (whether relating to the rate, timing, phasing or sequencing of development) affecting subdivision maps, building permits, or other Subsequent Approvals shall apply to the Project. Developer agrees and understands that the City does not have authority or jurisdiction over another public agency's authority to grant a moratorium or impose any other limitation that may affect the Project.

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3.5.3 The timing, sequencing, and phasing of the development is solely the responsibility of Developer so long as it is consistent with Applicable Law. In particular, the parties desire to avoid the result of Pardee Construction Co. v. City of Camarillo (1984) 37 Cal.3d 465, where the failure of the parties therein to consider and expressly provide for the timing of the development resulted in a later adopted initiative restricting the timing of development to prevail over such parties' agreement. The parties therefore acknowledge that Developer shall have the right to develop the Project at such time as Developer deems appropriate so long as such development is consistent with Applicable Law.

3.5.4 The City shall cooperate with Developer and shall undertake such actions as may be necessary to ensure this Agreement remains in full force and effect.

3.6 Compliance With Requirements of Other Governmental Entities.

3.6.1 During the Term, Developer, at no cost to City, shall comply with lawful requirements of, and obtain all permits and approvals required by other local, regional, State and Federal agencies having jurisdiction over Developer's activities in furtherance of this Agreement.

Developer shall pay all required fees when due to Federal, State, regional, or other local governmental agencies other than the City and acknowledges that City does not control the amount of any such fees.

3.6.2 City shall cooperate with Developer in Developer's effort to obtain permits and approvals from Federal, State, regional, and other local governmental agencies, provided that same does not impose any costs on or require the City to incur any costs without compensation or reimbursement, or require the City to amend any of the City's policies, regulations, or ordinances.

3.6.3 As provided in California Government Code § 65869.5, this Agreement shall not preclude the application to the Project Site and Project of changes in laws, regulations, plans, or policies, to the extent that such changes are specifically mandated and required by changes in State or Federal laws or regulations. In the event changes in the law prevent or preclude compliance with one or more provisions of this Agreement, this Agreement shall be modified or suspended as may be necessary to comply with such State or Federal laws or regulations. The parties shall meet and confer in good faith in order to determine whether such provisions of this Agreement shall be modified or suspended as may be necessary to comply with changes in the law, and City and Developer shall agree to such action as may be reasonably required. It is the intent of the parties that any such modification or suspension be limited to that which is necessary and to preserve to the extent possible the original intent of the parties in entering into this Agreement. This Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations. Nothing in this Agreement shall preclude the City or Developer from contesting by any available means (including administrative or judicial proceedings) the applicability to the Project Site or Project of any such State or Federal laws or regulations.

3.6.4 To the extent that any actions of Federal or State agencies (or actions of other governmental agencies, including City, required by Federal or State agencies' actions) have the effect of preventing, delaying, or modifying development of the Project Site or any portion

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thereof, City shall not in any manner be liable for any such prevention, delay, or modification.

Such actions include, but are not limited to, flood plain or wetlands designations and actions of Federal, State, or other governmental agencies that require the City to take actions as a result; the imposition of air quality or transportation measures or sanctions and actions of City or other governmental agencies required to be taken in order to be in compliance; or changes to CEQA and actions of City or other governmental agencies required to be taken as a result in order to be in compliance. As a condition to being able to proceed with development, Developer may be required, at its cost, to participate in such regional or local programs and to be subject to such development restrictions as may be necessary or appropriate by reason of actions of Federal, State or other governmental agencies (or action City is required to taken in response).

3.7 City's Police Power.

The parties acknowledge and agree that the limitations, reservations, and exceptions contained in this Agreement are intended to reserve to the City that part of its police power which cannot be limited by contract, and this Agreement shall be construed to reserve to the City that part of its police power which cannot be restricted by contract.

3.8 Subsequent Approvals for the Project Site.

3.8.1 Applications for Subsequent Approvals are anticipated to be submitted to the City by the Developer. Applications for Subsequent Approvals shall be processed and considered in a manner consistent with the rights granted by this Agreement and Applicable Law, including without limitation the Development Approvals.

3.8.2 The City has made a final policy decision that the development of the Project Site consistent with the Development Approvals, is in the best interests of the public health, safety, and general welfare. Accordingly, the City shall not use its authority in considering any application for a Subsequent Approval that is consistent with the Development Approvals to change the policy decisions reflected by the Development Approvals. Nothing herein shall limit the ability of the City to require the necessary reports, analysis, or studies to assist in determining whether the requested Subsequent Approvals are consistent with Applicable Law and this Agreement. City's review of the Subsequent Approvals shall be consistent with this Agreement, including without limitation Section 3.2 of this Agreement.

3.8.3 Any conditions, terms, restrictions, or requirements imposed by the City on Subsequent Approvals shall not prevent development of the Project Site for the uses and to the density and intensity of development included in the Development Approvals.

3.9 Life of Approvals and City Permits.

The terms of (a) any future tentative or parcel map (including vesting maps, map amendments, and lot line adjustments) which may be approved for the Project Site (as provided for in the Subdivision Map Act, Government Code Sections 66410 et seq.), or (b) the Development Approvals and Subsequent Approvals, shall automatically be extended for the longer of the duration of this Agreement (including any Extensions) or the term otherwise applicable to such Development Approval if this Agreement is no longer in effect.

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3.10 Developer Obligations.

In addition to any other obligations of Developer set forth herein, in consideration of City entering into this Agreement, Developer has agreed that if Developer commences development of the Project and proceeds to develop the Project Site, such development shall be in conformance with all of the terms, covenants, and requirements of this Agreement and Applicable Law, and Developer shall perform those specific obligations identified in the Development Approval. Developer shall pay when due any and all fees, impact fees, and costs which are lawfully imposed on all or any portion of the Project, whether imposed by City or other agencies. As a material inducement to City to enter into this Agreement, Developer further agrees that, as long as this Agreement is in effect:

3.10.1 The provisions of this Agreement shall govern and control the City Law to be applied to this development of the Project Site over any contrary or inconsistent provisions of the Development Agreement Statute. Developer waives the benefits of any Development Agreement Statute as it may be inconsistent or contrary to the provisions of this Agreement.

3.11 City Obligations.

In addition to any other obligations of City set forth herein, and in consideration of Developer entering into this Agreement, City provides to Developer the assurance that it can proceed with development of the Project for the Term pursuant to the terms and conditions of this Agreement and in accordance with Applicable Law. City acknowledges that the primary purpose of this Agreement is to effectuate the terms of the Development Approvals so that the Project is developed.

ARTICLE IV.

COMMUNITY BENEFITS

4.1 Developer shall provide the following benefits to the City, which are essential consideration to the City, without which the City would not have entered into this Agreement:

4.1.1 Payment for a security camera facing the U. S. 101 pedestrian overcrossing, which will be installed on the Property in a mutually agreed upon location that provides adequate view of the pedestrian overcrossing for security purposes. Such mutually agreed upon location shall not include installation on any of the Four Seasons Hotel buildings or the Four Seasons Hotel parcel located on the Property. The security camera will be procured, installed, operated and maintained by the City. Developer shall provide City reasonable access to the Property so that City may install and maintain the security camera.

4.1.2 A license agreement for pedestrian access through the Property, as shown on Exhibit C; in a form mutually agreed to by the parties.

4.1.3 The area on the ground floor in the eastern corner of the new building, labeled Community Function and shaded in blue on plan sheet A2 of the approved development plans, shall be space reserved for the benefit of the City and the East Palo Alto community and residents (the "Community Function Space").

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(a) The Community Function Space shall be approximately 2,800 square feet and will also include an additional outdoor patio of approximately 1,000 square feet.

The Developer shall pay for and construct the Community Function Space as a multi-use space appropriate for City and community groups to use for meetings, events, educational purposes, cultural celebrations, and similar gatherings. The Community Function Space shall be built out to include: finished flooring, drop down or open concept ceilings, bathroom for the exclusive use of guests of the community room, audio and visual equipment, furniture, fixtures and equipment, and other decorations appropriate for the purpose of the space. (b) The Developer shall provide fourteen (14) non-exclusive parking spaces adjacent to the Community Function Space for use of visitors. (c) The Community Function Space may also host art installations of a temporary or permanent nature, provided they do not interfere with the community meeting hosting orientation of the space.
(d) The Community Function Space shall be available for use by the community and City between the hours of 8am and 10pm free of charge for events that conform to the purposes specified in Section 4.1.3(a). Use of the space will be operated and managed by the Developer.
(e) Reservation for the Community Function Space will be through an online reservation system on Developer's website, and also via a link to Developer's online reservation system on the City's website, via USPS mail, email, or in person requests at the property management office. Reservation priority will be given to the community and City up to ten (10) days before the requested time reservation. Inside of the ten (10) day period, and subject to the reasonable discretion of Developer, community groups, City, residents, tenants of Developer, the Four Seasons Hotel, and its guests and other groups may have access to the Community Function Space on a first come first served basis. In the event the City or a community group makes a request for a time when the Community Function Space is not available, Developer shall give the City or community group priority access to the nearest convenient available time slot. Should the City receive complaints or observe that the Community Function Space is not sufficiently available for community use, Developer and City shall meet to resolve the issues within seven (7) days of the City providing notice to the Developer.
(f) The Developer shall provide, operate, and pay for the reservation system, and all utility, janitorial, and routine maintenance and repair services to the Community Function Space.
(g) No fewer than ninety (90) days before the Developer requests final inspection of the Project, Developer shall demonstrate the functionality of the Community Function Space reservation system for City's approval, which shall not be unreasonably withheld.

4.1.4 Developer shall pay [$75,000] to the City for public art to be installed in the location and dimensions shown on Exhibit D. Developer shall provide payment at grading

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permit issuance. City shall allocate the funds to a local 501(c)(3) non-profit organization to, with the City, select the artwork to be installed and provide Developer a reasonable opportunity to review the content of the artwork. Developer shall provide City or its designee with all necessary access rights for installation, maintenance, and removal of the artwork in an agreement with standard terms and conditions. City shall obtain a California Art Protection Act (CAPA) and federal Visual Artist Rights Act (VARA) waivers reasonably acceptable to Developer for the artwork. City shall consider options for installing the artwork in such a way that it may be removed without damage to the artwork or the building in a manner consistent with CAPA and VARA.

4.1.5 Developer shall provide a minimum of forty-six (46) overflow parking spaces for residents of the Woodland Park housing development from the Effective Date through Certificate of Occupancy issued for Woodland Park Euclid Improvement project (Project No.

Design Review Application GP19-01 et al), which is anticipated to construct approximately six hundred five (605) multifamily residential units.

4.1.6 Developer shall install improvements to the existing bus stop mid-block on Manahattan Avenue, near O'Connor Street, as shown in the approved development plans.

4.1.7 Developer shall install a new staircase providing direct access from Manhattan Avenue to the Property, as shown in the approved development plan.

4.1.8 Developer shall install landscape improvements along Manhattan Avenue.

4.1.9 Developer shall widen Woodland Avenue to add a third left-turn lane on eastbound Woodland Avenue at University Avenue for a total of four eastbound lanes, as shown in the approved Project plans.

ARTICLE V.

AMENDMENT OF AGREEMENT AND APPROVALS

5.1 Amendment or Cancellation Procedure.

City and Developer 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 pertaining to development agreements and City of East Palo Alto Municipal Code Section 18.108.060, or any successor provisions thereto.

5.2 Minor Amendments to Project.

Upon the written application of Developer, and mutual consent of the parties, minor modifications and clarifications to the Project may be approved by the Director and submitted to the Planning Commission on the consent calendar, in conformance with East Palo Alto Municipal Code section 18.108.040.A.3. The Director, in consultation with the City Manager, shall determine whether a requested modification may be effectuated pursuant to this Section.

Such minor modifications and changes to the Project shall not be considered to be "amendments" pursuant to Section 5.1, above.

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5.3 Requirement for a Writing.

No amendment, minor amendment, or cancellation of this Agreement or any provision hereof shall be effective for any purpose unless adopted in the manner provided under California law and East Palo Alto Municipal Code Chapter 18.108 pertaining to development agreements and specifically set forth in a writing, which refers expressly to this Agreement and is signed by duly authorized representatives of the parties. The City Clerk shall record an appropriate notice of any amendment or cancellation with the County Recorder not later than ten (10) days after the effective date of the action effecting such amendment or cancellation, accompanied by a legal description of the Project Site.

5.4 Amendments to Development Agreement Legislation.

This Agreement has been entered into in reliance upon the provisions of the Development Agreement Statute, as those provisions existed at the date of execution of this Agreement. No amendment or addition to those provisions which would materially affect the interpretation or enforceability of this Agreement shall be applicable to this Agreement unless such amendment or addition is specifically required by the California State Legislature, or is mandated by a court of competent jurisdiction. If such amendment or change is permissive (as opposed to mandatory), this Agreement shall not be affected unless the parties mutually agree in writing, after following the procedures in Section 5.1, to amend this Agreement to permit such applicability.

5.5 Amendment of Development Approvals.

To the extent permitted by local, state, and federal law, any Development Approval may, from time to time, be amended or modified by submittal of an application from the Developer and following the procedures for such amendment or modification contained in the East Palo Alto Municipal Code. Upon any approval of such an amendment or modification, the amendment or modification shall automatically be deemed to be incorporated into the Applicable Law without any further procedure to amend this Agreement.

5.6 Effect of Termination on Developer's Obligations.

5.6.1 Notwithstanding any other provision to the contrary, termination or cancellation of this Agreement or termination of the rights of Developer as to the entire Project Site, or any part of the Project Site, shall not affect any requirement to comply with the Development Approvals, the terms and conditions of any other Subsequent Approval, nor any payments then due and owing to City, nor shall it affect the covenants of Developer specified in Section 5.6.2 below, to continue after the termination or cancellation of this Agreement.

Developer understands and agrees that the Development Approvals may be substantially modified in light of the circumstances resulting from the termination or cancellation of this Agreement or Developer's rights under this Agreement, and Developer shall have no rights to challenge such a modification by reason of this Agreement other than the rights, if any, Developer would have in the absence of this Agreement.

5.6.2 Notwithstanding anything in this Agreement to the contrary, the following provisions of this Agreement shall survive and remain in effect following termination or

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cancellation of this Agreement for so long as necessary to give them full force and effect with respect to claims or rights of City arising prior to termination or cancellation:
(a) Section 5.6 (Developer's obligations upon termination or cancellation);
(b) Section 7.2 (Remedies; limitation on damages); and
(c) Section 11.2 (Indemnification).

ARTICLE VI.

ANNUAL REVIEW

City and Developer shall review all actions taken pursuant to the terms of this Agreement once annually, within sixty (60) days prior to each anniversary of the Effective Date, during each year of the Term unless the City and Developer agree in writing to conduct the review at another time.

Review of compliance with the terms of this Agreement shall be conducted by the Director.

Pursuant to East Palo Alto Municipal Code Section 18.108.070, Developer shall initiate the review by filing an application with the City and provide all the documents and information necessary for the City to complete the annual review and make a determination of whether Developer is in compliance.

6.2 Compliance Letter.

Before each anniversary of the Effective Date, Developer shall submit a letter ("Compliance Letter"), along with all necessary supporting documentation, to the Director describing Developer's compliance with the terms of the Development Approvals and this Agreement during the preceding year. The Compliance Letter shall include a statement that the Compliance Letter is submitted to the City pursuant to the requirements of Government Code Section 65865.1 and of the City's regulations on Development Agreements.

6.3 Determination of Good Faith Compliance.

Within thirty (30) days after receipt of the Compliance Letter, the Director shall determine whether, for the year under review, Developer has demonstrated good faith substantial compliance with the terms of this Agreement. If the Director finds and determines that Developer has complied substantially with the terms of this Agreement, or does not determine otherwise within thirty (30) 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 its determination of compliance, the Developer may request a recordable certificate confirming Developer's compliance through the year under review. Developer may record the certificate with the San Mateo County Recorder's Office.

If the Director initially determines the Compliance Letter to be inadequate in any respect, the Director shall provide notice to that effect to Developer and schedule a public hearing. If after a duly noticed public hearing, the City Council finds and determines, on the basis of substantial

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evidence, that Developer has not complied substantially in good faith with the terms of this Agreement for the year under review, the City Council shall give written notice thereof to Developer specifying the noncompliance. If Developer fails to cure the noncompliance within a reasonable period of time as established by the City Council, but in no event less than 60 days from the date of receipt of such notice, the City Council, in its discretion, may (a) grant additional time for Developer's compliance, or, following the hearing, modify this Agreement to the extent necessary to remedy or mitigate the noncompliance, (b) may modify this Agreement pursuant to the provisions of Section 8 below, or (c) terminate the Agreement pursuant to Article VI below.

6.4 No Waiver.

Failure of City to conduct an annual review shall not constitute a waiver by City of its rights to otherwise enforce the provisions of this Agreement nor shall Developer have or assert any defense to such enforcement by reason of any failure to conduct an annual review. City does not waive any claim of defect or breach by Developer if, following periodic review pursuant to this Article V, City does not propose to modify or terminate this Agreement.

ARTICLE VII.

DEFAULT, REMEDIES, AND TERMINATION

7.1 Notice of Breach.

Failure by either party to perform any material term or provision of this Agreement shall constitute a default hereunder, provided that the party alleging the default shall have given the other party advance written notice thereof and sixty (60) days within which to cure the condition, or, if the nature thereof is such that it cannot be cured within that time, the party receiving notice shall not be in default hereunder if the party promptly commences to perform its obligations hereunder and thereafter diligently completes performance. Written notice hereunder shall specify in detail the nature of the obligation to be performed by the party receiving notice.

7.2 Specific Performance Remedy for Breach.

It is acknowledged by the parties that City would not have entered into this Agreement if it were to be liable in damages under, or with respect to, this Agreement or the application thereof.

Developer and City have invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms of this Agreement and will be investing more significant time and resources in implementing the Project in reliance upon the terms of this Agreement. It is not possible to determine the sum of money which would adequately compensate Developer or City for such efforts. City and Developer agree that damages would not be an adequate remedy if either City or Developer fails to carry out its obligations under this Agreement. Therefore, specific performance of this Agreement is necessary to compensate Developer if City fails to carry out its obligations under this Agreement or to compensate City if Developer fails to carry out its obligations under this Agreement.

Specific performance is the only remedy available to the parties under this Agreement.

7.3 Termination by Mutual Consent.

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This Agreement may be voluntarily terminated in whole or in part by the mutual consent of the parties or their successors in interest, in the sole and absolute discretion of each as to its consent.

Such mutual consent to terminate shall be evidenced in writing.

ARTICLE VIII.

ESTOPPEL CERTIFICATE
Either party may, at any time, and from time to time, deliver written notice to the other party requesting such party to certify in writing that, to the knowledge of the certifying party, (a) this Agreement is in full force and effect and is a binding obligation of the parties, (b) this Agreement has not been amended or modified or, if so amended or modified, identifying the amendments or modifications, and (c) the requesting party is not in default in the performance of its obligations under this Agreement, or if in default, to describe the nature of any defaults. The party receiving a request under this Article VIII shall execute and return the certificate within thirty (30) days following receipt of the request. The Director shall be authorized to execute any certificate requested by Developer. Developer and City acknowledge that a certificate hereunder may be relied upon by transferees and Mortgagees. Developer shall pay the City's reasonable costs involved in providing such estoppel certificate.

ARTICLE IX.

TRANSFERS, ASSIGNMENTS

9.1 Agreement Runs With the Land.

9.1.1 This Agreement and all of its provisions, agreements, rights, powers, standards, terms, covenants and obligations, shall be binding upon the parties and their respective heirs, successors (by merger, consolidation, or otherwise) and assigns, devisees, administrators, representatives, lessees, and all other persons or entities acquiring the Project Site or any portion thereof, or any interest therein, whether by sale, operation of law, or in any manner whatsoever, and shall inure to the benefit of the parties and their respective heirs, successors (by merger, consolidation or otherwise) and assigns.

9.1.2 All of the provisions of this Agreement shall be enforceable during the Term as equitable servitudes and constitute covenants running with the land pursuant to applicable law, including, but not limited to Section 1468 of the Civil Code of the State of California. Each covenant to do or refrain from doing some act on the Project Site hereunder, (a) is for the benefit of the Project Site and is a burden upon the Project Site, (b) runs with the Project Site, and (c) is binding upon Developer and each successive owner during its ownership of the Project Site or any portion thereof, and each person or entity having any interest in the Project Site. Every person who now or hereafter owns or acquires any right, title or interest in or to any portion of the Project Site is and shall be conclusively deemed to have consented and agreed to every provision contained herein, whether or not any reference to this Agreement is contained in the instrument by which such person acquired an interest in the Project Site.

9.2 Right to Assign.

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9.2.1 Developer shall have the right to assign its rights to develop the Project Site (by sale, transfer, or otherwise) to any person, business entity, or other similar entity ("Assignee"). Any such transfer shall be deemed to include an assignment of all rights, duties, and obligations created by this Agreement with respect to all or any portion of the Project Site.

9.3 Release Upon Assignment.

9.3.1 Upon the express written assumption by the Assignee of Developer's rights and interests under this Agreement (the "Assignment Agreement"), Developer shall be free from any and all liabilities accruing on or after the date of assignment with respect to those obligations assumed by the Assignee pursuant to the Assignment Agreement, except to the extent that Developer is in default with respect to any and all obligations at the time of the proposed transfer.

ARTICLE X.

MORTGAGEE PROTECTION

10.1 Mortgage Protection.

This Agreement shall be superior and senior to any lien placed upon the Project Site or any portion of the Project Site after the date of recording of this Agreement, including the lien of any deed of trust or mortgage ("Mortgage"). Notwithstanding the foregoing, no breach of this Agreement 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 (including but not limited to City's remedies to terminate the rights of Developer (and its successors and assigns) under this Agreement, to terminate this Agreement, and to seek other relief as provided in this Agreement) shall be binding upon and effective against any person or entity, including any deed of trust beneficiary or mortgagee ("Mortgagee") who acquires title to the Project Site, or any portion thereof, by foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise. Notwithstanding the foregoing and for the avoidance of doubt, any Mortgagee who takes title to the Project Site or any part of the Project Site shall be entitled to the benefits arising under this Agreement.

10.2 Mortgagee Not Obligated.

Notwithstanding the provisions of Section 10.1 above, no Mortgagee shall have any obligation or duty under this Agreement to construct or complete the construction of improvements on the Project Site, or to guarantee such construction or completion; provided, however, that a Mortgagee shall not be entitled to devote the Project Site to any uses or to construct any improvements on the Project Site other than those uses or improvements provided for or authorized by this Agreement, or otherwise under Applicable Law. City shall permit the Mortgagee to succeed to the rights and obligations of Developer under this Agreement. Upon (i) any such succession to the rights and obligations of Developer, and (ii) taking possession of the Project Site, Mortgagee agrees to take commercially reasonable efforts to promptly cure all continuing, non-monetary defaults by Developer hereunder that are reasonably susceptible of being cured.

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10.3 Notice of Default to Mortgagee; Cure Rights.

If City receives a written notice from a Mortgagee, Developer, or any approved Assignee requesting a copy of any notice of default given Developer or any approved Assignee and specifying the address for service, then City shall deliver to the Mortgagee at Mortgagee's cost (or Developer's cost), concurrently with service to Developer, any notice given to Developer with respect to any claim by City the Developer is in default under this Agreement. Each Mortgagee shall have a further right, but not an obligation, to cure any such default within ten (10) business days after receiving any notice of default with respect to a monetary default and within thirty (30) days after receiving any notice of default with respect to a non-monetary default. If the Mortgagee can only remedy or cure a non-monetary default by obtaining possession of the Project Site, then the Mortgagee shall have the right, but not an obligation, to seek to obtain possession with diligence and continuity through a receiver or otherwise, and to remedy or cure the non-monetary default within thirty (30) days after obtaining possession or such longer period of time as is reasonably necessary to remedy or cure the default, provided the Mortgagee promptly commences to cure the non-monetary Default within thirty (30) days and diligently prosecutes the cure to completion.

10.4 No Supersedure.

Nothing in this Article X shall be deemed to supersede or release a Mortgagee or modify a Mortgagee's obligations under any subdivision improvement agreement or other obligation incurred with respect to the Project Site outside this Agreement, nor shall any provision of this Article X constitute an obligation of City to the Mortgagee, except as expressly set forth in this Agreement.

ARTICLE XI.

INDEMNIFICATION

11.1 No Duty of City; Hold Harmless.

It is specifically understood and agreed by the parties that the development contemplated by this Agreement is a private development, that City has no interest in or responsibility for or duty to third persons concerning any of said improvements, and that Developer shall have full power over and exclusive control of the Project Site subject only to the limitations and obligations of Developer under this Agreement.

11.2 Indemnification.

Developer shall indemnify, defend (with counsel approved by the City), and hold harmless City and its elected and appointed representatives, officers, agents, and employees from any loss, liability, fines, penalties, forfeitures, costs, and damages (whether in contract, tort, or strict liability, including but not limited to personal injury, death at any time, and property damage) and from any and all claims, demands, and actions in law or equity (including reasonable attorneys' fees and litigation expenses) directly or indirectly arising or alleged to have arisen out of or in any way related to: (a) the approval of this Agreement or the Development Approvals; (b) any development or use of the Project Site under this Agreement or the Development

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Approvals; and (c) any actions or inactions by the Developer or its contractors, subcontractors, agents, or employees in connection with the construction or improvement of the Project Site and the Project; excepting to the extent arising from the gross negligence, intentional acts, willful misconduct or arbitrary or capricious behavior of City, its elected and appointed representatives, officers, agents, employees, contractors or subcontractors.

This indemnification and hold harmless agreement applies to all damages and claims for damages suffered or alleged to have been suffered by reason of the operations referred to in this Section 11.2, regardless of whether or not City prepared, supplied, or approved plans or specifications for the Project Site, but does not apply to damages and claims for damages caused by City with respect to public improvements and facilities after City has accepted responsibility for them.

ARTICLE XII.

NOTICES

12.1 Notices.

Formal written notices, demands, correspondence and communications between City and Developer shall be sufficiently given if: (a) personally delivered; or (b) dispatched by next day delivery by a reputable carrier such as Federal Express or DHL to the offices of City and Developer indicated below, provided that a receipt for delivery is provided; or (c) if dispatched by certified mail, postage prepaid, to the offices of City and Developer indicated below. Such written notices, demands, correspondence, and communications may be sent in the same manner to such persons and addresses as either party may from time-to-time designate by notice as provided in this Section. A copy of the notice should be sent via e-mail as well to the email addresses provided in this Section.

CITY: City Manager
City of East Palo Alto
2415 University Avenue
East Palo Alto, CA 94303
email:

With copy to: City Attorney
City of East Palo Alto
2415 University Avenue
East Palo Alto, CA 94303
email:

DEVELOPER: David S. Dowdney
Senior Vice President
Columbia Property Trust
650 California Street, Suite 200
San Francisco, CA 94108

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With copy to : Sigrid R. Waggener, Esq.

Manatt, Phelps & Phillips, LLP
One Embarcadero Center, 30th Floor
San Francisco, CA 94111
ARTICLE XIII.

MISCELLANEOUS

13.1 Cooperation in the Event of Third-party Legal Challenge.

In the event of any legal action instituted by a third party or other governmental entity or official challenging the validity of any provision of this Agreement ("Third Party Challenge"), the parties shall mutually cooperate with each other relating to the Third Party Challenge.

13.1.1 Invalidity.

If any part of this Agreement is held by a court of competent jurisdiction to be invalid or unlawful, the parties shall: use their best efforts to cure any inadequacies or deficiencies identified by the court in a manner consistent with the express and implied intent of this Agreement, and then to adopt or re-enact such part of this Agreement as necessary or desirable to permit implementation of this Agreement.

13.2 Applicable Law and Venue.

This Agreement shall be construed and enforced in accordance with the laws of the State of California. Any action at law or in equity arising under this Agreement or brought by any Party for the purposes of enforcing, construing, or determining the validity of any provision of this Agreement shall be filed and tried in the County of San Mateo, or the United States District Court for the Northern District of California

13.3 Severability.

Except as otherwise provided herein, if any provision(s) of this Agreement is (are) held invalid, the remainder of this Agreement shall not be affected except as necessarily required by the determination of invalidity, and shall remain in full force and effect unless amended or modified by mutual consent of the parties.

13.4 Nondiscrimination.

Developer covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, ancestry, or national origin in the development of the Project Site in furtherance of this Agreement. The foregoing covenant shall run with the land.

13.5 Headings.

The language in this Agreement in all cases shall be construed as a whole and in accordance with its fair meaning. Section and subsection headings in this Agreement are for convenience only

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and are not intended to be used in interpreting or construing the terms, covenants, or conditions of this Agreement.

13.6 Agreement is Entire Understanding.

This Agreement is executed in one original, which constitutes the entire understanding and agreement of the parties. The parties acknowledge and agree that neither of them has made any representation with respect to the subject matter of this Agreement or any representations inducing the execution and delivery hereof, except representations set forth herein, and each party acknowledges that it has relied on its own judgment in entering this Agreement. The parties further acknowledge that, except for those contained in Applicable Law, all statements or representations that heretofore may have been made by either of them to the other are void and of no effect, and that neither of them has relied thereon in its dealings with the other. To the extent that there is any conflict between the Applicable Law and this Agreement, this Agreement shall govern the parties' respective rights and obligations.

13.7 Interpretation.

Each party to this Agreement has had an opportunity to review the Agreement, confer with legal counsel regarding the meaning of the Agreement, and negotiate revisions to the Agreement.

Accordingly, neither party shall rely upon Civil Code Section 1654 in order to interpret any uncertainty in the meaning of the Agreement.

13.8 Recordation of Termination.

Upon completion of performance of the parties or termination of this Agreement, a written statement acknowledging such completion or termination shall be recorded by City in the Official Records of San Mateo County, California.

13.9 Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but the counterparts together shall constitute only one Agreement.

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IN WITNESS HEREOF, the parties have executed this Agreement as of the Effective Date.

CITY OF EAST PALO ALTO,
a municipal corporation
By: __________________________
Mayor
Dated: __________________________
[DEVELOPER]
a ______
By: __________________________
Dated: __________________________
ATTEST:
________________________________
City Clerk
Dated: __________________________
APPROVED AS TO FORM:
____________________________________
City Attorney
Dated: __________________________

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STATE OF CALIFORNIA )
)
COUNTY OF __________________ )
On ____________________, before me, ___________________________, Notary Public, personally appeared ______________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
______________________________________
Name: ______________________________
Notary Public
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

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I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

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EXHIBIT A
-1- DRAFT
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EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY

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Packet Pg. 223 Attachment: Ordinance Approving Development Agreement (2230 : University Circle Phase II) April 27, 2022
Project No. 20150084-50

BKF ENGINEERS
255 Shoreline Drive, Suite 200, Redwood City, CA 94065 | 650.482.6300

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EXHIBIT A

SUBJECT PARCEL DESCRIPTION
All that real property situate in the City of East Palo Alto, County of San Mateo, State of California, described as follows:

Being a portion of Parcel 1 as said parcel is shown on that certain “UNIVERSITY CIRCLE PARCEL MAP” in process with the City of East Palo Alto. Said parcel is also subject to future subdivision. See the plat attached hereto as sheet 2, Exhibit A.

This description is being provided as an exhibit for attachment to a Development Agreement. This is not being provided or prepared for conveyance of any title, easement, or interest of or over the land depicted hereon.

See referenced Parcel Map for particulars.

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U N I V E R S I T Y A V E N U E
PARCEL 1B
(SUBJECT OF FUTURE SUBDIVISION) W O O D L A N D A V E N U E PARCEL 1A

SUBJECT PARCEL
(SUBJECT OF FUTURE SUBDIVISION)
JOB NO.

BY APPR. DATE

SUBJECT
OF
255 SHORELINE DR.,
SUITE 200
REDWOOD CITY, CA 94065
(650) 482-6300
www.bkf.com

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EXHIBIT B

PROJECT SITE

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EXHIBIT C

PEDESTRIAN ACCESS

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D
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EXHIBIT D

ARTWORK LOCATION

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551\94\3279467.2

PEDESTRIAN ACCESS

LICENSE AGREEMENT
This Pedestrian Access License Agreement (the “Agreement”) is made as of [________], 2022 (“Effective Date”), by and between COLUMBIA REIT - UNIVERSITY CIRCLE, LP, a Delaware Limited Partnership (“Licensor”), and the CITY OF EAST PALO ALTO, a California Municipal Corporation, (“Licensee”).

RECITALS
A. Licensor is the owner of that certain real property consisting of approximately 11.84 acres of land commonly referred to as 1900, 1950 and 2000 University Circle in the City of East Palo Alto, bearing the APNs #063-680-020, 063-680-100, 063-680-130, 063-680-150, 063-680- 190 (“Property”).

B. Licensor has submitted applications to Licensee to redevelop an existing 97,659 square foot surface parking lot located in the southern portion of the Property with an approximately 180,000 square foot office building with net increase of approximately 400 new structured parking spaces and approximately 12 new surface parking spaces, an approximately 2,800 square foot space along with an exclusive patio dedicated for community use, and water flow and pressure enhancements to ensure adequate fire suppression measures. (“Project”). The Project also includes improved pedestrian access into and across the Property.

C. Licensee desires to obtain a license for pedestrian access so that members of the public may travel through and across a portion of the Property on foot (the “Licensed Purpose”).

That portion of the Property granted to Licensee for the Licensed Purpose is referred to herein as the “License Area” and is depicted on Exhibit A to this Agreement.

D. Subject to the terms of this Agreement, Licensor is willing to grant to Licensee a right to use the License Area for the Licensed Purpose pursuant to the terms and conditions set forth in this Agreement.

AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants, terms and conditions set forth in this Agreement, the Parties agree as follows:

1. Limited Grant of License. Licensor hereby grants to Licensee and the general public (each a “User” and collectively, the “Users”), a non-exclusive license (the “License”) to enter upon the License Area solely for the Licensed Purpose, subject to all matters of record affecting the License Area, on the terms and conditions set forth in this Agreement. Nothing in this Agreement shall give Users the right, without prior written consent of Licensor, to engage in any activity in the License Area other than the Licensed Purpose, including, without limitation any of the following: (i) cooking, dispensing or preparing food; (ii) selling any item or engaging in the solicitation of money, signatures or other goods or services; (iii) sleeping or staying overnight; (iv)

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Packet Pg. 232 Attachment: License Agreement (2230 : University Circle Phase II) using sound amplifying equipment; or (v) engaging in any illegal, dangerous, intimidating or other activity that Licensor reasonably deems to be inconsistent with other uses on the Property or with the use of the License Area by other Users for the Licensed Purpose, such as excessive noise or boisterous activity, public intoxication, or the placement of personal effects in the License Area.

Licensor shall retain the right to cause persons engaging in such conduct to be removed from the Property. Should any such persons refuse to leave the Property, they may be deemed by Licensor to be trespassing and Licensor may contact local law enforcement to request that appropriate law enforcement actions be taken pursuant to Penal Code Section 602. Licensor shall be entitled to establish and post rules and regulations for the use of the License Area consistent with the foregoing. Nothing in this Agreement shall be deemed to mean that the License Area is a public park or subject to the legal requirements applicable to a public park or other public space.

2. Term of License. The term (“Term”) of this License shall be effective upon issuance of a Certificate of Occupancy for the Project (the “Start Date”) and shall continue in effect until such time as any one of the events described in Section 5 below—Right to Terminate License—occurs.

3. No Gift or Dedication. The License Area shall remain the private property of Licensor with members of the public having only a license to occupy and use the License Area in a manner consistent with this Agreement. Nothing contained herein shall be deemed to be a gift or dedication of any portion of License Area to or for the general public or to Licensee, it being the intention of Licensor that the License granted herein shall be strictly limited to and for the purposes herein expressed.

4. Users’ Assumption of Risk. Licensor makes no representations or warranties whatsoever, under this Agreement with respect to the physical condition of the License Area and Licensor shall have no responsibility under this Agreement with respect thereto. The use of the License granted herein shall be with the License Area in its “AS IS” physical condition. Licensor shall not be responsible to Users for any defect or change in conditions in the License Area, for any damage occurring thereto or for the existence of any violation of any Applicable Law. Users will use the License Area at their sole risk. Licensor will not be liable for personal injury to or death of any person or persons (including any User) or for any damage to the property of any person (including that of any User) resulting from any User’s exercise of the License.

5. Right to Terminate. Licensor shall have the right to terminate this License if any one of the following events occur: (i) any portion of the Property, including the License Area, is repeatedly used in excess of the Limited Grant of License as set forth above in Section 1 and such excess has not been cured in accordance with Section 10; (ii) any Portion of the Property, including the License Area, is repeatedly used in a manner that does not comply with the License Laws as further detailed and defined in Section 6 below and such non-compliant use has not been cured in accordance with Section 10; or (iii) any portion of the Property, including the License Area, becomes the subject of an application for redevelopment (“Application for Redevelopment”) and such Application for Redevelopment is approved by the City and the first permit is issued (e.g. demolition, grading, etc.). For purposes of this Agreement, Application for Redevelopment shall mean any application submitted to the City of East Palo Alto for a change in use of any portion of the Property, including the License Area.

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6. Use of License; Compliance with Laws. The use of the License Area by Users shall at all times be consistent with the Licensed Purpose and be conducted in compliance with all applicable city, state, and federal laws, regulations and the following rules (collectively, “ License Laws”):
(a) Licensor may limit access to and use of the License Area between the hours of 10:00 p.m. through 5:00 a.m., and as specified in Section 7.
(b) Users use of the License Area shall be in such a manner as not to interfere with or obstruct (i) any portion of the Property including the License Area, and (ii) any business operations or other activities being conducted by the Licensor or its permittees on the Property.
(c) No person shall assemble, collect or gather on the License Area in a manner that impedes the free passage or use by pedestrians.
(d) Bicycles, roller skates, scooters, skateboards, and similar modes of transportation shall be walked through the License Area in accordance with the Licensed Purpose, which only authorizes pedestrian access through and across the License Area by members of the public.
(e) No person shall enter, remain, stay, or camp in the License Area when it is closed to the public.

7. Temporary Closure. Licensor shall have the right, without obtaining the consent of the Licensee (with the exception of any City requirement to obtain a permit to perform any work), to temporarily close the License Area to Users from time to time for one of the following two reasons. Licensor shall post notice setting forth the reason for and the scheduled duration of the closure at the major entrances to the License Area, except in emergency situations. (a) Licensor may temporarily close the License Area in the event of a risk to the public health or safety created by causes including but not limited to flood, storm, fire, earthquake or other natural disaster, explosion, accident, criminal activity, riot, civil disturbances, civil unrest or unlawful assembly.
(b) Licensor may temporarily close that portion of the License Area as is necessary to undertake repair and maintenance activities of the License Area in order to make any such necessary repairs and maintenance.

8. Maintenance. As set forth in Section [X] above, the License granted herein shall be with the License Area in its “AS IS” physical condition. Licensor represents that it will maintain the License Area in the same or better condition in which the Licensed Area exists as of the Start Date and through the Term of License.

9. Insurance. Licensor represents that it maintains a General Liability Policy of insurance appropriate for the uses existing on the Property as of the Start Date, as specified in Exhibit B. Licensor further represents that it will maintain the foregoing policy of insurance throughout the Term of this Agreement.

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10. Remedies, Notice and Cure. In the event Licensee or any User breaches any provision of this Agreement, Licensor shall give Licensee written notice setting forth such breach in reasonable detail and Licensee must, within thirty (30) days after receiving such notice, cure the breach, or if not possible to cure within thirty (30) days, have commenced such cure and shall diligently prosecute such cure to completion. If Licensee does not cure within the applicable time period, the breach shall constitute a default and Licensor may terminate this Agreement in accordance with Section 5 and shall have all rights available at law and in equity.

11. Approvals. Each of the parties hereby represents and warrants that its execution of this Agreement has been duly authorized by all necessary corporate or other action and constitutes a valid and binding obligation of said party.

12. Notices. Any payment or notice provided for herein or otherwise required to be given hereunder shall be given by overnight courier, registered mail, certified United States mail, or first class U. S. mail, postage prepaid, addressed to the other party as follows:

If to Licensee: City Manager
City of East Palo Alto
2415 University Avenue
East Palo Alto, CA 94303
With a copy to: City Attorney
City of East Palo Alto
2415 University Avenue
East Palo Alto, CA 94303

If to Licensor: David S. Dowdney
Senior Vice President
Columbia Property Trust
650 California Street, Suite 200
San Francisco, CA 94108
With copy to : Sigrid R. Waggener, Esq.

Manatt, Phelps & Phillips, LLP
One Embarcadero Center, 30th Floor
San Francisco, CA 94111
Any notice or payment mailed as provided herein shall be deemed received two (2) days after the date it is postmarked and mailed as provided in this Agreement. Either party may change its address by providing written notice of same to the other as provided in this Section.

11. Assignment, Successors and Assigns. This Agreement may not be assigned except in the event the Property is transferred, in which event this License shall continue to remain in full force and effect and any such transferee shall be bound by the terms of this License. Prior to any transfer of the Property or any portion thereof, Licensor shall provide the transferee with notice of the existence of this License and shall provide notice to the Licensee of the transfer including a

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Packet Pg. 235 Attachment: License Agreement (2230 : University Circle Phase II) copy of a fully executed assignment and assumption agreement whereby the transferee assumes all of Licensor's rights and obligations under this License.

12. Severability. If any clause, sentence, or other portion of this Agreement becomes illegal, null, or void for any reason, or shall be held by any court of competent jurisdiction to be so, the remaining portion shall remain in full force and effect.

13. Limited Indemnification. Licensor shall indemnify Licensee for any claims, demands or actions in law or equity arising from the gross negligence, intentional acts or willful misconduct of Licensor in Licensor’s performance under this this Agreement. Neither Licensor nor Licensee shall be obligated to indemnify the other for any claims, demands, or actions in law or equity arising from or alleged to have arisen from any aspect of this of this Agreement other than the gross negligence, intentional acts, willful misconduct of Licensor in Licensor’s performance under this this Agreement.

14. Miscellaneous. This Agreement represents the full, complete and entire agreement of the parties with respect to the subject matter hereof and supersedes any prior written or oral agreements on the same subject. Any modification of this Agreement must be in writing and signed by both parties. Any waiver of a provision of this Agreement by a party must be in writing. The parties may sign this Agreement in counterparts. The signature pages from the separately signed counterparts may be attached to one copy of this Agreement to form a single document. This Agreement shall be construed and interpreted and governed by and in accordance with the local law of the State of California without reference to any choice of law rules or policies which may refer the resolution of any dispute arising hereunder to the laws of any other jurisdiction. If a court of competent jurisdiction holds that any provision of this Agreement is invalid or unenforceable, the remaining provisions of this Agreement will continue in full force.

IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives on the date first above written.

LICENSOR
By:_______________________________
Its:_______________________________

LICENSEE
By:_______________________________
Its:_______________________________

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Packet Pg. 236 Attachment: License Agreement (2230 : University Circle Phase II)

551\94\3279467.2

EXHIBIT A

LICENSE AREA

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Packet Pg. 237 Attachment: License Agreement (2230 : University Circle Phase II)

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Packet Pg. 238 Attachment: License Agreement (2230 : University Circle Phase II)

EXHIBIT B

INSURANCE REQUIREMENTS
A. Commercial General Liability Insurance: Licensor’s General Liability insurance shall include contractual liability coverage. Licensor shall take out and maintain during the life of this License such Bodily Injury Liability and Property Damage Liability Insurance (Commercial General Liability Insurance) on an occurrence basis as shall protect it from any and all claims for damages for bodily injury, including accidental death, as well as claims for property damage which may arise from the Licensor’s operations under this License, whether such operations be by Licensor or by any sub-Licensor or by anyone directly or indirectly employed by either of them. The amounts of such insurance shall be not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000), in aggregate or Two Million Dollars ($2,000,000) combined single limit bodily injury and property damage for each occurrence.

B. Additional Insured Status: The City of East Palo Alto shall be named as an additional insured on any such policies of comprehensive general liability insurance.

C. Verification of Coverage: Licensor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause).

D. Notice of Cancellation: Licensor shall provide thirty (30) days' notice, in writing, to the City, at 2415 University Avenue, East Palo Alto, CA 94303, of any pending change or cancellation of the policy.

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Packet Pg. 239 Attachment: License Agreement (2230 : University Circle Phase II) ATTACHMENT 11: Project Site and Settlement Agreement Background The project site, historically referred to as Whiskey Gulch, for its many liquor stores during the decades after prohibition, was the primary business district of East Palo Alto until the 1980s when the City’s Redevelopment Agency received multiple proposals to redevelop the area. The proposals envisioned new offices, retail, and hotel buildings in the area and promised to bring much needed tax revenues to the City.

In November 1988, the University Circle Redevelopment Plan (University Circle Project Phase I) was approved with plans to replace the existing one- and two-story retail buildings that lined University Avenue with a 10-story, 230-room hotel and 475,000 square feet of office space. The Final EIR prepared for the project concluded that the project would result in significant unavoidable impacts to aesthetics, cultural resources, and transportation. On November 28, 1988, the City adopted a Statement of Overriding Considerations and certified the Final EIR.

Subsequently in December 1988, two lawsuits were filed against the City by the City of Palo Alto and the Crescent Park Neighborhood Association. In July 1991, a Comprehensive Settlement Agreement (Settlement Agreement) resolved these lawsuits and established limitations on building size, height, and location within the site, as well as construction operations and vehicle trips. The terms of this agreement remain in effect until December 15, 2023. Per the Settlement Agreement, no building permits can be issued for significant new construction on-site (beyond what was permitted under the Phase I project) until after the Settlement Agreement expires.

A third lawsuit was filed by the City of Menlo Park in March 1990 which alleged deficiencies in the Final Supplemental Environmental Impact Report under CEQA. This lawsuit was also resolved with a Settlement Agreement restricting the square footage of the proposed buildings consistent with the prior Settlement Agreement, and additional requirements such as reimbursement of the City of Menlo Park for preparation of a traffic study and compliance with the resulting traffic improvement project recommended in the traffic study. The terms of this agreement remain in effect until December 15, 2023.

In August 2016, the City Council certified an Environmental Impact Report and adopted an updated Vista 2035 General Plan designating the University Site as Office which expressly contemplates office development similar in scale and intensity for the pending application.

The General Plan provides a comprehensive framework for the physical development of the city through 2035 and highlights two primary areas within the city suitable for future office development: Ravenswood area and along University Avenue, including the University Circle site. Further, the General Plan includes specific policies to direct future development at the University Circle site. Land Use Policy 2.7, University Circle, for example, calls for intensification of either office or hotel uses at the site consistent with the established planning and legal framework. Additionally, Westside Area Plan Policy 4.6, University Circle, calls for better integration of the University Circle site into the surrounding neighborhoods through roadway and pedestrian improvements.

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Packet Pg. 240 Attachment: Project Site and Settlement Agreement Background (2230 : University Circle Phase II)

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Packet Pg. 241
Attachment: Planning Commission Resolution (2230 : University Circle Phase II) WHEREAS, Section 65864 et. seq. of the California Government Code and Chapter 18.108 of the East Palo Alto Municipal Code authorize the City to enter into a Development Agreement with any person having a legal or equitable interest in real property for the development of that property; and
WHEREAS, on March 28, 2022, the Planning Commission held a held a duly noticed public hearing on the Design Review (DR 19-019) and Conditional Use (CUP22-001) Permits, Environmental Impact Report (EIR), and other project entitlements ("Project") and continued the matter to April 4, 2022; and WHEREAS, on April 4, 2022, the Planning Commission held a duly noticed public hearing on the Project.

NOW, THEREFORE, BE IT RESOLVED THAT THE PLANNING
COMMISSION OF THE CITY OF EAST PALO ALTO hereby recommends that theCity Council:

1. Certify that the Final Environmental Impact Report (FEIR) has been prepared in compliancewith the California Environmental Quality Act (CEQA);

2. Adopt a Mitigation, Monitoring and Reporting Plan pursuant to Public Resources Code 21000 and the CEQAGuidelines (California Code of Regulations, Title 14, Section 15000);

3. Direc·t the Community and Economic Development Director to File a Notice of Dete1mination within five working days of adoption pursuant to Section15075 of the CEQA Guidelines;
4·_ Approve the Design Review Permit (DR19-019) and Conditional Use Permit (CUP22- 001) based on the findings, requirements and conditions of approval which are attached as Attachment A to the resolution and incorporated by reference; and

5. Approve the Proposed Development Agreement for the University Circle Phase II project
ADOPTED on this 4th day of April 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

Brown- Austin, Mashack, Mendez, Sherrard
Allen-Fisk
Smith
Bello, Nicholas

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Packet Pg. 242 Attachment: Planning Commission Resolution (2230 : University Circle Phase II)

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Packet Pg. 243
Attachment: Planning Commission Resolution (2230 : University Circle Phase II) ATTACHMENT A: REQUIRED FINDINGS AND CONDITIONS OF APPROVAL

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Packet Pg. 244 Attachment: Planning Commission Resolution (2230 : University Circle Phase II)

CITY OF EAST PALO ALTO PLANNING DIVISION
1960 TATE STREET CITY OF EAST PALO ALTO, CA 94303

FINDINGS OF FACT
Required Findings for Approval.

The Review Authority may approve, conditionally approve, or deny the Conditional Use Permit, Site Plan and Design Review, and Development Agreement applications only after firstmaking all of the following findings.

Site Plan and Design Review Findings (EPAMC Sec. 10.86.050) The proposed development is consistent with the General Plan and any applicable specific plan and is in compliance with all applicable provisions of the Development Code and all other City ordinances and regulations;
This finding can be made because the proposed office use is permitted in the General Plan’s Office (OC) Land Use Designation and within the Commercial Office (C-O) zoning district. The purpose of the Office designation is to diversify the job and economic base of the City of East Palo Alto and to provide the opportunity for more residents to work in the City. As described in the Fiscal Impact Analysis, the project would provide job opportunities for residents and diversify the job and economic base of the City. The project is also consistent with the Westside Area Plan, which allows the University Circle project to add development over time provided the site is better integrated with the community and that future development provides community benefits. Further, the proposed project meets all applicable provisions of the Development Code and City ordinances and regulations, with the inclusion of a Conditional Use Permit (CUP) for reduced parking.

The proposed development is to be constructed on a suitable site, adequate in shape, size, topography, and other circumstances to accommodate the proposed development; This finding can be made because the project site is located in a developed area of the city for a use allowed in the General Plan and in the Development Code. The project site is approximately 11.84 acres in size and is fully accessible by city streets including Woodland and Manhattan Avenues. The site is fully served by public services and utilities and would incorporate a 186,000-gallon fire water tank and pump within the below-grade parking garage with capacity to serve the proposed project and offset existing deficiencies in the municipal fire flow for the Westside area. The proposed project was designed to meet all development standards, such as setbacks, height, and lot coverage. The General Plan identifies University Avenue as a major thoroughfare and Woodland and Manhattan Avenues as connector streets, all of which are intended to be main routes to provide access to a variety of uses throughout the City. As noted in the project’s traffic study, the project would be required to make fair share contributions to improve nearby intersection function.

The proposed development complies with the applicable standards of review; This finding can be made because the project was designed to comply with the Development Code required processes, which includes a Design Review and Conditional Use Permit (CUP) for reduced parking. The findings can be made for the CUP as described below. The project was designed to meet all requirements of the C-O zoning district, such as setbacks and is below the C-O district’s floor area maximum. A CUP is proposed to allow an exception to the required parking, as allowed under the Development Code provisions.

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Packet Pg. 245 Attachment: Planning Commission Resolution (2230 : University Circle Phase II) The proposed development is designed and arranged to provide adequate consideration to ensure the public health, safety, and general welfare, and to prevent adverse effects on neighboring property
This finding can be made because the project was designed to ensure public health, safety and general welfare. The project site, 1900, 1950, 2000 and 2050 University Circle, comprises approximately 11.84 acres of land bounded by US 101 to the north, University Avenue to the east, Woodland Avenue to the south, and Manhattan Avenue to the west. A variety of 2-3 story multiplefamily uses lie to the east and west of the project site, and San Francisquito Creek and the City of Palo Alto lie to the South. An application for a 605-unit mixed-use multiple-family residential project (the Woodland Park Euclid Improvements Project) located immediately across Manhattan Avenue from the project site is under review by the City. The proposed office has been designed to be compatible with the C-O zoning district, and mitigation measures identified in the EIR and Mitigation Monitoring and Reporting Program prepared for the project are incorporated to avoid potential environmental effects. The project includes appropriate project setbacks, circulation and landscaping, as well as the appropriate screening for loading, parking and mechanical equipment.

Parking Reduction CUP Findings (EPAMC Sec. 18.88.060)
The proposed use is consistent with the General Plan and any applicable specific plan; This finding can be made because the proposed office use is permitted in the General Plan’s Office Land Use Designation. The purpose of the Office designation is to diversify the job and economic base of the City of East Palo Alto and to provide the opportunity for more residents to work in the City.

The proposed use is allowed within the subject zone and complies with all other applicable provisions of the Development Code and the Municipal Code; The proposed office use is a permitted use within the Commercial Office zoning district. This finding can be made because the project as designed meets all development standards, with the inclusion of a Conditional Use Permit for reduced parking.

The design, location, size, and operating characteristics of the proposed use are compatible with the allowed uses in the vicinity, as detailed in the General Plan or any applicable Specific Plan;
The design, location, size and operation of the proposed office use, inclusive of the Conditional Use Permit for reduced parking, are compatible with the allowed uses in the vicinity because the office use has been designed to meet all development standards. The proposed building meets all setback and floor area requirements, and the site plan increases pedestrian access throughout the site. The project provides sufficient parking supply and extensive landscaping improvements. The project was designed to be compatible with the zoning district and adjacent properties, and the proposed office use is permitted in the General Plan’s Office Land Use Designation
Operation of the use at the location proposed would not be detrimental to the harmonious and orderly growth of the City, or endanger, jeopardize, or otherwise constitute a hazard to the public convenience, health, interest, safety, or general welfare of persons residing or working in the neighborhood of the proposed use; and This finding can be made because the proposed office has been designed to be compatible with the C-O zoning district and would be required to receive a building permit. Further, hazards and environmental impacts have been evaluated in the project EIR and mitigated to less-than significant levels via the measures identified in the Mitigation Monitoring and Reporting Program.

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Packet Pg. 246 Attachment: Planning Commission Resolution (2230 : University Circle Phase II) The subject site is physically suitable in terms of design, location, operating characteristics, shape, size, topography, and the provision of public and emergency vehicle (e.g., fire and medical) access and public services and utilities; and served by highways and streets adequate in width and improvement to carry the kind and quantity of traffic the proposed use would likely generate.

This finding can be made because the project site is located in a developed area of the city for a use that is allowed in the General Plan and in the Development Code. The project site is approximately 11.84 acres in size and is located adjacent to University Avenue, Woodland Avenue, and Manhattan Avenue. The site is fully served by public services and utilities and is fully accessible by city streets. The General Plan identifies University Avenue as a major thoroughfare and Woodland and Manhattan Avenues as connector streets, all of which are intended to be main routes to provide access to a variety of uses throughout the City. As noted in the project’s traffic study, the project would be required to make fair share contributions to improve intersection capacity.

Additional Conditions for Parking Reduction CUP (EPAMC 18.30.100): The applicant has provided sufficient data, including a parking study if required by the Director, to indicate parking demand will be less than the required number of spaces or that other parking is available; and a parking management plan shall be prepared.

The City’s traffic consultant (Hexagon) conducted a parking demand study for the existing office buildings using historical parking count data provided by the applicant to estimate future parking demand on-site with the proposed office building (refer to DEIR Appendix H for additional details). Parking demand for the existing office buildings was determined to be 891 spaces (25.4 percent lower than the parking spaces provided). This demand is attributable to existing TDM measures that have been implemented by the existing University Circle development, which would continue to be implemented with the proposed project.

The following TDM measures are currently implemented for the existing office buildings on-site:
• Free shuttle service to Palo Alto Caltrain Station during commute hours (30-minute headways)
• Free trial Caltrain tickets for new riders
• Free trial SamTrans tickets for new riders
• Bicycle amenities (on-site secure bicycle lockers and on-site bicycle repair stations with tools and air pumps)
• Preferential parking for carpools and vanpools
• Emergency ride home program (pending)
• Carpool ride matching services
• Carpool financial incentives for Scoop users
• Commute coordinator
• Communte.org carpool and vanpool incentives
• Commute.org Guaranteed Ride Home
• 511.org carpool rewards
• 511.org vanpool program
Further, Mitigation Measure TRA-1.1 requires that prior to issuance of grading and/or demolition permits for the project, the project applicant develops an enhanced TDM program, including the following measures:
• Expand University Circle Caltrain shuttle to meet more trains before 7 a.m., between 10 a.m. and 12 p.m., and after 6:30 p.m.,
• Add a University Circle last-mile shuttle connection for Dumbarton Express riders, • Provide transit subsidies,
• Provide vanpool subsidies, and/or
• Provide commuter cash allowances.

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Packet Pg. 247 Attachment: Planning Commission Resolution (2230 : University Circle Phase II) A TDM Plan meeting the City’s new 40% trip reduction requirement is required by COA 27, and a Parking Management Plan is required by COA 35. Based on parking demand rates for the existing office buildings on-site, the proposed office building would have an estimated parking demand of 349 spaces at full occupancy, bringing the total estimated parking demand for the project site 1,240 parking spaces with implementation of the proposed project. Thus, the proposed parking supply with the project (1,600 spaces) would be adequate to accommodate the peak parking demand that would be generated by all four office buildings. Per Chapter 10.32 of the EPAMC, if the project’s TDM Plan failed to meet the forty percent (40%) trip reduction target, a penalty fee for the difference between the actual and trip reduction target would be assessed.

Additionally, the project would be subject to periodic audits to confirm compliance with the program.

Development Agreement Findings (EPAMC Sec. 18.108.030)
The development agreement is in the best interests of the City; This finding can be made because the development agreement includes significant community benefits with a term length of seven to twelve years (dependent on if an automatic extension is invoked). The community benefits are consistent with Westside Area Plan Policy 7.6, which calls for integrating University Circle into surrounding neighborhoods and Westside Area Plan Policy 8.4, which calls for new community meeting spaces. The community benefits outlined in the development agreement focus on enhancing pedestrian connectivity and access throughout the University Site through physical improvements, such as the Manhattan Avenue staircase, and through a license agreement which would provide the public with the right to traverse the site. The community function space would increase community meeting space on the Westside.

The development agreement is consistent with the purpose, intent, goals, policies, programs, and land use designations of the General Plan, any applicable specific plan, and the Development Code;
This finding can be made because the proposed office use is permitted in the General Plan’s Office (OC) Land Use Designation and within the Commercial Office zoning district.

The purpose of the Office designation is to diversify the job and economic base of the City of East Palo Alto and to provide the opportunity for more residents to work in the City. As described in the Fiscal Impact Analysis, the project would provide job opportunities for residents and diversify the job and economic base of the City. The project is also consistent with the Westside Area Plan, which allows for the University Circle project to add development over time provided that the site is better integrated with the community and that future development provides community benefits. Further, the proposed project meets all applicable provisions of the Development Code and City ordinances and regulations, with the inclusion of a Conditional Use Permit for reduced parking.

The development agreement will promote the public convenience, health, interest, safety and general welfare of the City;
This finding can be made because the project was designed to ensure public health, safety and general welfare. The project site, 1900, 1950, 2000 and 2050 University Circle, comprises approximately 11.84 acres of land bounded by US 101 to the north, University Avenue to the east, Woodland Avenue to the south, and Manhattan Avenue to the west. A variety of 2-3 story multiple-family uses lie to the east and west of the project site, and San Francisquito Creek and the City of Palo Alto lie to the South. The project includes appropriate project setbacks, circulation, and landscaping. The proposed office has been designed to be compatible with the C-O zoning district, and mitigation measures identified in the EIR and MMRP prepared for the project are incorporated to avoid potential

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Packet Pg. 248 Attachment: Planning Commission Resolution (2230 : University Circle Phase II) environmental effects related to public health and safety.

The project will be compatible with the uses authorized in, and the regulations prescribed for, the zone in which the real property is located; This finding can be made because the proposed office use is permitted in the General Plan’s Office (OC) Land Use Designation and within the Commercial Office zoning district.

The project site, 1900, 1950, 2000 and 2050 University Circle, comprises approximately

11.84 acres of land and is occupied with 3 existing office buildings and a hotel. Therefore, the proposed office building will be compatible with the other authorized office uses in the University Circle complex and in the C-O Zone.

The project will not adversely affect the orderly development of property or the preservation of property values;
This finding can be made as the project is consistent with both the General Plan and the Development Code, which plan for and regulate the development of property and set forth property value expectations. The General Plan provides a comprehensive framework for the physical development of the city through 2035 and highlights the University Circle site as one of the primary areas within the city suitable for future office development. Further, the General Plan includes specific policies to direct future development at the University Circle site. Land Use Policy 2.7, University Circle, for example, calls for intensification of either office or hotel uses at the site consistent with the established planning and legal framework.

The project will further important Citywide goals and policies that have been officially recognized by the Council; and
This finding can be made because the proposed project is consistent with General Plan Economic Development Goal ED-1 to grow and stabilize revenue-generating land uses and tools to diversify and expand the City’s tax revenue base and provide jobs for local residents. As described in the project’s Fiscal Impact Assessment, the project would result in an estimated revenues in excess of the estimated annual expenditures. The project will also provide community benefits specifically identified in the General Plan and Westside Area Plan. General Plan Policy 7.6 calls for integrating University Circle into surrounding neighborhoods and General Plan Policy 8.4 calls for new community meeting spaces. The project’s community benefits are specifically consistent with those policies.

The project will provide the City with important, tangible benefits beyond those that may be required by the City through project conditions of approval This finding can be made because the proposed project will provide important and tangible benefits including a community function space, public art, public access through the site via a license agreement and supporting pedestrian connectivity improvements, intersection improvements at Woodland Avenue, bus stop and landscaping improvements along Manhattan Avenue, and temporary parking for neighboring residents to alleviate street parking shortages.

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Packet Pg. 249 Attachment: Planning Commission Resolution (2230 : University Circle Phase II)

CITY OF EAST PALO ALTO PLANNING DIVISION
1960 TATE STREET CITY OF EAST PALO ALTO, CA 94303

CONDITIONS OF APPROVAL
Planning Division
General Conditions:
1) The project shall be built according to the plans accompanying this report as part of Planning application DR19-019 and CUP22-001and approved by the City Council on ____.

Any expansion or change in use shall be subject to review and approval by the City Planning Manager.
2) The Planning Manager may administratively approve minor modifications to the approved plans or uses consistent with Section 18.86.070 of the Development Code. Major Modifications, as determined by the Planning Manager, shall require review and approval from the City Council at a new public hearing.
3) The applicant shall obtain a City of East Palo Alto building permit and any associated encroachment or site development permits from the Public Works Department before construction can proceed.
4) No building permits shall be issued until after expiration of the Settlement Agreement between the City of East Palo Alto and City of Palo Alto and the Crescent Park Neighborhood Association and the Settlement Agreement between the City of East Palo Alto and the City of Menlo Park. The Settlement Agreements expire December 15, 2023. 5) The applicant shall notify the project planner to schedule inspections related to the construction of all structures, landscaping, and other site improvements. The notification request shall be given at least 72 hours prior to the requested time for inspection. 6) The applicant shall hold harmless and defend the City, its officers, agents, and employees from any liability or claims for damages due to the injury of any person, loss of life, or damage to property caused by, or arising out of activities authorized by these approvals or from any claim action or proceeding to set aside, void, or annul any approval of the Project by the City. The applicant shall employ legal counsel approved by the city or indemnify the City for the cost of legal counsel and legal services.
7) The project shall comply with all terms of the Development Agreement, as approved by Ordinance No. ____.
8) The project shall provide public pedestrian access throughout the site, consistent with the terms of the License Agreement. The License Agreement shall be entered into by the City and project applicant prior to Building Permit Issuance. 9) The Applicant shall attend a pre-submittal meeting with Community and Economic

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Packet Pg. 250 Attachment: Planning Commission Resolution (2230 : University Circle Phase II) Development Department (CEDD) staff prior to the issuance of a grading permit and shall send a notice of the time and place of the meeting to all residents within 500 feet of the site. 10) No permit shall be issued for an individual sign requiring a permit unless and until a Master Signage Plan for the subject parcel on which the sign shall be erected has been submitted and approved consistent with the East Palo Alto Development Code. 11) Fifteen (15) protected trees are approved for removal, as described in the project arborist report. Sixty trees are required for replacement, as described on sheet L1.1 of the approved plans. Replacement trees must be 24” box size or greater. 12) If any additional protected trees are proposed for removal, a tree removal permit shall be filed with the Planning Division for the removal of any Protected Trees on the property prior to the issuance of building permits. The applicant shall incur any fees associated with the tree removal permit application or peer review. 13) Project landscaping shall comply with City of East Palo Alto and State regulations for water-efficient landscaping.
14) The project shall incorporate native landscaping where possible. 15) Private and dedicated open space and trees shall be preserved and maintained by the owner/occupant per plans when approved by the City. If there are any modifications to the current trees and landscaping or if the tree needs to be replaced by something comparable, the applicant will need to get approvals from the Planning Division in order to be permitted to do so. The approval may require, but is not limited to, separate permits fees, arborist reports, and other necessary documents. No building additions shall be permitted that impede or in any way impact the granted open space excluding small accessory structures. 16) Landscaping within the Corner Vision Triangle Area (defined by East Palo Alto Municipal Code Section 18.22.020(B)) shall be selected, installed, and maintained consistent with East Palo Alto Municipal Code Section18.22.020 to avoid obstructions for vehicles exiting project driveways.

Prior to the Issuance of Building Permits:

Prior to the issuance of building permits, the Applicant (or successor in interest) shall:
17) Applicant shall acknowledge in writing all of the conditions of approval and any mitigation measures contained in the EIR mitigation and monitoring program (MMRP) and accept these conditions and mitigation measures with full awareness of the responsibilities associated with all requirements. Said information to be noted on the front page(s) of the building permit plan sets.
18) Record the conditions of approval with the County of San Mateo. 19) The project shall comply with the associated Mitigation MonitoringandReportingProgram

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Packet Pg. 251 Attachment: Planning Commission Resolution (2230 : University Circle Phase II) (MMRP). Prior to the issuance of building permit the developer shall berequired to meet with the Planning Division to discuss the mitigation measures identified with the Mitigation Monitoring and Reporting Program (MMRP).
20) Submit a lighting plan showing all proposed parking lot and exterior building lighting, including details on standard design, coverage and intensity for review and approval by the Planning Manager.
• The plan shall include the manufacturer’s specifications and the 0.5-foot candle contour lines on selected elevations and on the site plan. • Lighting shall be limited to the absolute minimum required to provide visibility and security to the site without spillover or glare effects to surrounding properties, roadways, or sky to limit light pollution and trespass. • Minor adjustments with diffusers or lower wattage fixtures may be required after opening.
• Exterior lightfixtures shall be full cutoff type so that lighting is directed downward only, minimizing glare and light pollution, and shall not cast light on any adjacent property or roadway. Lighting fixtures shall be installed that are energy efficient. 21) Submit the method of screening roof equipment to the Planning Manager for review and approval. Roof equipment and objects such as elevator equipment, air conditioning or utility equipment, television aerials, etc. shall not be visible from surrounding streets or properties from the ground plane.
22) Submit a site management plan to address any remediation, if required. Final sign-off, if required, shall come from the San Francisco Regional Water Quality Control Board, and building permits shall not be issued until the City has received clearance from the San Francisco Regional Water Quality Control Board for any required remediation of the site. 23) All impact fees, including the commercial linkage fee, as well as any outstanding costs associated with the planning entitlement process, shall be paid prior to issuance of the building permit. Impact fee information is available at:
https://www.cityofepa.org/sites/default/files/fileattachments/finance/page/4461/east_palo_alt o_comprehensive_fee_schedule_eff.01.2021_0.pdf
24) Submit exterior building colors, materials, and design elements to the Planning Manager for final review and approval prior to issuance of building permit. 25) The project shall include interpretive signs acknowledging the following:
• Land acknowledgement recognizing the tribe culturally affiliated with the site • Memorials commemorating the Tongan community center and Whiskey Gulch The proposed signs shall be submitted for approval prior to the issuance of a building permit. 26) A tree protection plan shall be submitted and approved prior to issuance of building permits. To avoid and minimize damage to existing trees that are not proposed for direct impact by Project activities, the following measures shall be

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Packet Pg. 252 Attachment: Planning Commission Resolution (2230 : University Circle Phase II) implemented during construction:
• Caution shall be taken when conducting construction activities (grading, filling, paving,etc.) in close proximity to the root protection zone (RPZ) around all protected trees within the vicinity of the Project Area that are not proposed for removal. The RPZ should be a distance of 1.0 times the dripline radius measured from the trunk of the tree. Exception to is standard could be considered on a case-by-case basis, provided that it is demonstrated that an encroachment into the RPZ will not affect the root system or the health of the tree, and is authorized by an ISA-Certified Arborist or comparable specialist. • Temporary protective fencing shall be installed around the dripline of existing protected trees prior to commencement of any construction activity conducted within 25 feet of the tree canopy. The fence shall be clearly marked to prevent inadvertent encroachment by heavy machinery.
• Drainage shall not be allowed to pond around the base of any protected tree. • An ISA-Certified Arborist or tree specialist shall be retained to perform any necessary pruning of trees during construction activity. • Roots exposed, as a result of construction activities, shall be covered with wet burlap to avoid desiccation, and should be buried as soon as practicable. • Construction materials or heavy equipment shall not be stored within the RPZ of protected trees.
• Only an ISA-Certified Arborist, or comparable specialist, shall make specific recommendations as to where any existing trees can safely tolerate some level of fill within the drip line.
• Trenching within RPZ shall be done under the field supervision of an ISACertified Arborist and shall be hand dug as much as possible in addition to using auger or drill.
• Construction materials shall be properly stored away from existing protected trees to avoid spillage or damage to trees.
27) Prior to the issuance of a building permit, the applicant shall comply with the Transportation Demand Management (TDM) Plan requirements consistent with the East Palo Alto Municipal Code Chapter 10.32. A complying TDM plan shall be submitted to the City for review and approval before building permits can be issued. The project shall be subject to all applicable TDM-related fees and penalties.
28) Install bicycle racks or storage that complies with the Santa Clara Valley Bicycle Technical Guidelines and Valley Transit Authority (VTA) standards, as may be amended. 29) Submit a property maintenance and management plan for the entire property, which shall include but not be limited to:
• Clearly identify the use of all balconies and define what can and cannot be stored on the balcony
• General cleaning of litter and debris on-site
• Maintenance of all exterior building materials
• Maintenance of all landscaping, window cleaning, etc.

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Packet Pg. 253 Attachment: Planning Commission Resolution (2230 : University Circle Phase II) 30) Prior to the issuance of Building Permits, the project applicant/developer must obtain all required approvals by and be in compliance with all the conditions of the East Palo Alto Sanitary District.

Conditions Prior to Certificate of Occupancy:
31) Prior to certificate of occupancy, the applicant shall complete a retrofit of the existing office buildings at 1900, 1950, and 2000 University Circle, including replacement of all plumbing fixtures in each of the existing office buildings on-site with new water-efficient plumbing fixtures.
32) The 186,000-gallon fire water tank shall be filled prior to issuance of the Certificate of Occupancy for the proposed office building and no sooner than four months after the plumbing retrofit is complete on the existing buildings on the project site. At the City’s discretion, in-lieu of installation of the project’s underground water tank, the applicant may make a fair share contribution to an offsite water infrastructure improvement provided that the improvement demonstrates provision of adequate fire water pressure to the project site prior to Building Permit issuance.
33) The applicant shall submit a wayfinding signage plan for paths that provide public access under the License Agreement for approval by the Planning Manager prior to issuance of Certificate of Occupancy.

Conditions After Certificate of Occupancy:
34) Within one year of issuance of occupancy permits, the project applicant shall submit a water audit to the Public Works Director, demonstrating that the project has achieved net neutral water demand. If net neutral water demand is not demonstrated, the applicant shall be charged water capacity impact fees proportional to the increase in water demand. 35) A Parking Management Plan to the satisfaction of the Planning Manager and consistent with the Conditional Use Permit for Parking Reduction shall be submitted to the Planning Manager for approval prior to issuance of Certificate of Occupancy.

Mitigation Measures
36) MM AIR-2.1: During construction period ground disturbance, the project contractor shall implement the following measures recommended by BAAQMD to control dust and exhaust:
• Exposed surfaces (e.g., parking areas, staging areas, soil piles, graded areas, and unpaved access roads) shall be watered three times per day at a frequency adequate to maintain minimum soil moisture of 12 percent.
• Haul trucks transporting soil, sand, or other loose material off-site shall be covered. • Visible mud or dirt tracked-out onto adjacent public roads shall be removed using wet power vacuum street sweeps at least once per day. The use of dry power sweeping is prohibited.
• Vehicle speeds on unpaved surfaces shall be limited to 15 miles per hour (mph)

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Packet Pg. 254 Attachment: Planning Commission Resolution (2230 : University Circle Phase II) • Roadways, driveways, and sidewalks to be paved shall be completed as soon as possible. Building pads shall be laid as soon as possible after grading unless seeding or soil binders are used.
• Idling times shall be minimized either by shutting equipment off when not in use or reducing the maximum idling time to five minutes (as required by the California airborne toxics control measure Title 13, Section 2485 of California Code of Regulations). Clear signage shall be posted for construction workers at all access points. • Construction equipment shall be maintained and properly tuned in accordance with manufacturer’s specifications. All equipment shall be checked by a certified mechanic and determined to be running in proper condition prior to operation. • Post a publicly visible sign with the telephone number and contact at the City of East Palo Alto regarding dust complaints. This person shall respond and take corrective action within 48 hours. The BAAQMD’s phone number shall also be included to ensure compliance with applicable regulations.
• Excavation, grading, and/or demolition activities shall be suspended when average wind speed exceeds 20 miles per hour (mph) and visible dust extends beyond site boundaries. • Wind breaks (e.g., trees, fences) shall be installed on the windward side(s) of actively disturbed areas of construction adjacent to sensitive receptors. Wind breaks should have at minimum of 50 percent air porosity.
• Vegetative ground cover (e.g., fast-germinating native grass seed) shall be planted in disturbed areas as soon as possible and watered appropriately until vegetation is established.
• The simultaneous occurrence of excavation, grading, and ground-disturbing construction activities on the same area at any one time shall be limited. Activities shall be phased to reduce the amount of disturbed surfaces at any one time. • Avoid tracking visible soil material on to public roadways by employing the following measures if necessary: (1) treat site access to a distance of 100 feet from public paved roads with a six to 12-inch compacted layer of wood chips, mulch, or gravel and (2) washing truck tires and construction equipment prior to leaving the site. • Sandbags or other erosion control measures shall be installed to prevent silt runoff to public roadways from sites with a slope greater than one percent. 37) MM AIR-3.1: The project shall develop a plan demonstrating either of the following options:

A. All construction equipment larger than 25 horsepower used at the site for more than two continuous days or 20 hours total shall meet U.S. EPA Tier 4 emissions standards for particulate matter (PM10 and PM2.5), if feasible, or B. If use of Tier 4 equipment is not feasible, use equipment that meets the U.S. EPA emissions standards for Tier 3 engines and includes CARB-certified Level 3 verifiable diesel emission control devices that altogether achieve a minimum 87 percent reduction in particulate matter exhaust in comparison to uncontrolled equipment, or use alternatively fueled equipment or electric equipment; C. And provide line power to the site during the early phases of construction to minimize the use of diesel-powered stationary equipment, such as generators; D. And cranes, air compressors, and welders shall be powered by electricity or

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Packet Pg. 255 Attachment: Planning Commission Resolution (2230 : University Circle Phase II) alternative fuel, or
E. The applicant may develop a separate feasible plan that reduces on- and near-site construction diesel particulate matter emissions by a minimum of 87 percent or greater. Such a plan would have to be reviewed and approved by the City. 38) MM BIO-1.1: Avoidance: the project applicant shall schedule demolition and construction activities that may directly or indirectly affect protected species to avoid the nesting season.

The nesting season for most birds, including most raptors in the San Francisco Bay area, extends from February 1st through August 31st (inclusive), as amended. 39) MM BIO-1.2: Nesting Bird Surveys: If it is not possible to schedule demolition and construction that may directly or indirectly affect protected species between September 1st and January 31st (inclusive), pre-construction surveys for nesting birds shall be completed by a qualified ornithologist to ensure that no nests shall be disturbed during project implementation. This survey shall be completed no more than 14 days prior to initiation of construction activities during the early part of the breeding season (February 1st through April 31st inclusive) and no more than 30 days prior to the initiation of these activities during the late part of the breeding season (May 1st through August 31st inclusive). During this survey, the ornithologist shall inspect all trees and other possible nesting habitats immediately adjacent to the construction areas for nests.
40) MM BIO-1.3: Buffer Zones: If an active nest is found sufficiently close to work areas to be disturbed by construction, the ornithologist, in consultation with the California Department of Fish and Wildlife, shall determine the extent of a construction free buffer zone to be established around the nest, typically 250 feet, to ensure that raptor or migratory bird nests shall not be disturbed during project construction.
41) MM BIO-1.4: Reporting: Prior to any tree removal, or approval of any grading permits, (whichever occurs first), the ornithologist shall submit a report indicating the results of the survey and any designated buffer zones to the satisfaction of the City’s Director of Community and Economic Development or the Director’s designee. 42) MM BIO-4.1: Prior to issuance of building permits, the project shall reduce the amount of glazing (i.e., windows or reflective surfaces) to the extent feasible on the southern façade of the proposed office building and treat all remaining glass on the southern façade with birdsafe glazing treatments. 43) MM CUL-2.1: Prior to issuance of grading or demolition permits, the project applicant shall retain a qualified archaeologist and Native American cultural resources monitor from Tamien Nation. The qualified archaeologist shall conduct subsurface borings within the southern section of the project site where the three levels of underground parking is proposed. The Native American cultural resources monitor shall be on site to monitor ground disturbing activities including soil borings. Soil borings shall be conducted where anticipated deep disturbances are proposed, away from the existing single-story underground parking. Boring locations shall be placed between 50 and 75 meters apart depending on the size of the area to be explored. At least one boring shall sample the entire proposed impacts depth to provide a comparison of the stratigraphy to the previous nearby coring samples. At least 7 meters of undisturbed native soils shall be sampled below the fill if that can be completed within the proposed depth of impacts. Boring sample depths should be adjusted depending on findings of similar soils or missing layers. Samples from the three layers most likely to have archaeological resources shall be screened by a qualified archaeologist to determine if

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Packet Pg. 256 Attachment: Planning Commission Resolution (2230 : University Circle Phase II) cultural materials are present.

If archaeological resources are identified, the qualified archaeologist in consultation with a Native American representative shall prepare a research design and treatment plan tailored to the resources identified. The qualified archaeologist shall submit the research design and treatment plan approved by Tamien Nation to the City for review and approval. Once the research design and treatment plan is approved by the City, archaeological testing of the resource can begin. Testing shall be commensurate with the level of proposed impacts and determined in consultation with a Native American representative. After field testing, an evaluation report shall be prepared documenting the fieldwork, analyzing the cultural materials recovered, defining its boundaries within proposed impacts, and evaluating the resource per the California Register of Historic Resources criteria. If cultural materials are determined to be Native American in origin, a Native American monitor shall be present during all archaeological testing.
44) MM CUL-2.2: Prior to issuance of the Grading Permit, the project applicant shall submit evidence that an Archaeological Cultural Resource Awareness Training was held prior to ground disturbance. The training shall be facilitated by the project archaeologist in coordination with a Native American representative from Tamien Nation, registered with the Native American Heritage Commissions, for the City of East Palo Alto and that is traditionally and culturally affiliated with the geographic area as described in Public Resources Code Section 21080.3
45) MM CUL-2.3: In the event that buried, or previously unrecognized archaeological deposits or materials of any kind are inadvertently exposed during construction activity, work within 50 feet of the find shall cease until a qualified archaeologist can assess the find and provide recommendations for further treatment, if warranted. Construction and potential impacts to the area(s) within a radius determined by the archaeologist shall not recommence until the assessment is complete.
46) MM CUL-3.1: If human remains are encountered as a result of construction activities, all work in the vicinity shall be halted and the County Coroner contacted. In the event that the County Coroner determines that the human remains are Native American, notification of the Native American Heritage Commission (NAHC) is required, who shall appoint a Most Likely Descendant (MLD) (PRC Section 5097.98). The qualified archaeologist, project sponsor, and MLD shall make all reasonable efforts to develop an agreement for the treatment, with appropriate dignity, of human remains and associated or unassociated funerary objects (CEQA Guidelines Section 15064.5(d). The agreement shall incorporate ‘best practices’ as identified by the state NAHC. A final report shall be prepared by the project archaeologist in consultation with the MLD and approved by the City of East Palo Alto. Work on the project may proceed upon City approval.
47) MM GEO-6.1: If paleontological resources are encountered during grading or excavation, all construction activities within 50 feet shall stop and the City of East Palo Alto Director of Community and Economic Development shall be notified. A qualified paleontologist shall inspect the findings within 48 hours of discovery. If it is determined that the proposed development could damage unique paleontological resources, mitigation shall be implemented in accordance with Public Resources Code Section 21083.2 and Section 15126.4 of the CEQA Guidelines. Possible mitigation under Public Resources Code Section 21083.2 requires that reasonable efforts be made for resources to be preserved in place or

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Packet Pg. 257 Attachment: Planning Commission Resolution (2230 : University Circle Phase II) left undisturbed. If preservation in place is not feasible (e.g., planning construction activities to avoid paleontological sites, incorporating sites into parks and other open spaces, covering sites with stable soils, and deeding the site into a permanent conservation easement) data recovery through excavation shall be conducted by a qualified paleontologist with a data recovery plan in place.
48) MM NOI-1.1: The project applicant shall prepare a construction noise logistics plan for review and approval by the Department of Public Works prior to issuance of grading and/or demolition permits on the project. The construction noise logistics plan shall include, but not be limited to, the following measures to reduce construction noise to less than significant levels:
• Limit construction activity to weekdays between 7:00 a.m. and 7:00 p.m. (Excepting haul and truck deliveries between 7:00 and 10:00 p.m.) and Saturdays between 9:00 a.m. and 7:00 p.m. Prohibit construction on Sundays and holidays; • Utilize "quiet" models of air compressors and other stationary noise sources where such technology exists;
• Equip all internal combustion engine-driven equipment with mufflers, which are in good condition and appropriate for the equipment;
• Locate all stationary noise-generating equipment, such as air compressors and portable power generators, as far away as possible from adjacent land uses; • Locate staging areas and construction material areas as far away as possible from adjacent land uses;
• Prohibit all unnecessary idling of internal combustion engines; • Construct solid eight- to 10-foot-tall plywood fences along the construction site boundaries with direct line-of-sight to noise-sensitive receptors. Constructing temporary noise barrier fences to shield these receptors would provide a five dBA noise reduction if the noise barrier interrupts the line-of-sight between the noise source and receptor and if the barrier is constructed in a manner that eliminates any cracks or gaps. • Where feasible, limit the quantity of equipment operating simultaneously to 10 pieces of equipment or less.
• The applicant shall designate a “disturbance coordinator” who would be responsible for responding to local complaints about construction noise. The disturbance coordinator will determine the cause of the noise complaint (e.g., starting too early, bad muffler, etc.) and will require that reasonable measures warranted to correct the problem are implemented. • Conspicuously post a telephone number for the disturbance coordinator at the construction site and include it in the notice sent to neighbors regarding the construction.

In addition, to reduce noise levels at nearby residential uses from non-exempt construction activities to a less than significant level between the hours of 7:00 p.m. and 10:00 p.m., the following measures shall be implemented by the project:
• Prohibit use of noise-generating equipment outdoors between 7:00 p.m. and 10:00 p.m. • Limit truck loading and unloading to the hours of 7:00 a.m. to 7:00 p.m. • Limit the number of truck deliveries to two trucks an hour between the hours of 7:00 p.m. and 10:00 p.m.

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Packet Pg. 258 Attachment: Planning Commission Resolution (2230 : University Circle Phase II) • Prohibit truck travel routes along Manhattan Avenue between the hours of 7:00 p.m. and 10:00 p.m.
49) MM NOI-1.2: Prior to issuance of building permits, project mechanical equipment shall be selected and designed to reduce impacts on surrounding uses and meet the City’s exterior and interior noise level requirements. A qualified acoustical consultant shall be retained by the project applicant to review mechanical noise as the equipment systems are selected to determine specific noise reduction measures necessary to reduce noise to comply with the City’s 55 dBA L50 daytime exterior limit and 50 dBA L50 nighttime exterior limit at the nearest residential property lines. Noise reduction measures could include, but are not limited to, selection of equipment that emits low noise levels and/or installation of noise barriers, such as enclosures and parapet walls to block the line-of-sight between the noise receptors.

Alternate measures may include locating equipment in less noise-sensitive areas. With implementation of this measure, the impact would be reduced to a less than significant level. 50) NOI-2.1: The proposed project shall incorporate the following measures during project construction:
• Limit vibration-inducing equipment.
• Use of the heavy vibration-generating construction equipment shall be prohibited within 20 feet of existing on-site buildings.
• Use of smaller equipment to minimize vibration levels below the limits near existing onsite buildings shall be required. • Modify/design or identify alternative construction methods to reduce vibration levels below the limits.
• Avoid dropping heavy objects or materials.
51) MM TRA-1.1: Prior to issuance of grading and/or demolition permits for the project, the project applicant shall develop and submit to the Director of Community Development for review and approval an enhanced TDM program that demonstrates a reduction in project VMT to 15 percent below the Citywide average home-based work trip VMT. The enhanced TDM program shall include the following measures:
• Expand University Circle Caltrain shuttle to meet more trains before 7 a.m., between 10 a.m. and 12 p.m., and after 6:30 p.m.,
• Add a University Circle last-mile shuttle connection for Dumbarton Express riders, • Provide transit subsidies,
• Provide vanpool subsidies, and/or
• Provide commuter cash allowances.

Housing Division
52) The project is subject to the City’s Housing Impact Fee for Non-Residential Development.

The Housing Impact Fee Schedule is updated annually based on the methods approved by the City Council inOrdinance NO. 397 and Section 8.5 of the Zoning Ordinance of the City of East Palo Alto.
53) The Commercial Linkage Fee for Fiscal Year 2021-2022 is $11.76 per square foot of commercial property. The fee increases with the CPI. The Commercial Linkage Fee shall be

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Packet Pg. 259 Attachment: Planning Commission Resolution (2230 : University Circle Phase II) calculated at the time when theapplicant provides payment, based on the adopted fee schedule in effect at that time.
54) The project is subject to the City’s Measure HH Commercial Office Space Parcel Tax (November 2018) requirement.

Building Division
GeneralInformation:

The following comments refer to the 2019 California Building, Mechanical,Plumbing,Electrical Codes, California Green Building Standards Code, California Existing Building Code, and Energy Code (i.e., 2018 IBC, UMC, UPC, and 2017 NEC, as amendedby theState of California).

The following comments referto the 2019 California Building, Mechanical, Plumbing,Electrical Codes, California Green Building Standards Code, California Existing Building Code, and Energy Code (i.e., 2018 IBC, UMC, UPC, and 2017 NEC, as amendedby theState of California).

The following comments reflect a review of the building plans only. If site-related comments are applicable to this project they will be generated by others (e.g.,CityEngineering,PublicWorks, Health, etc.).

At Building Permit Submittal
55) Duplicate the Conditions of Approval into the plans submitted for building permits. 56) A soils investigation report shall be submitted containing design recommendations. Additionally, submit asigned & stamped letter from the Geotechnical Engineer or Civil Engineer who prepared the soil investigation stating the following:
a) The plans and specifications substantially conform to the recommendations in the soil investigation.
b) The Geotechnical Engineer or Civil Engineer who prepare the soil investigation has been retained toprovide soil site observation and provide periodic and finalreports to the City of EastPaloAlto.
c) Priorto final inspection for any building or structure, the GeotechnicalEngineer or Civil Engineer who prepared the soil investigation shall issue a final report stating that the completed pad, foundation,finish grading and associated site work substantially conform to the approved plans, specifications and investigations.
57) Duplicate in the submitted plans, the Construction Best Management Practices. To access the standardplan, please visit: http://www.flowstobay.org/construction. 58) Vertical Clearance for Accessible Parking: A vertical clearance of 98” minimum shall be provided from thegarage entrance to and from the accessible parkingstalls locatedin the garage. CBC 11B502.5. 59) Handrail Extensions: CBC 11B-505.10 requires the handrails to extend 12 inches plus the tread depth. Exceptions to the handrail extensions due to hazardous locations applies to alterations.

This project is considered new construction, not an alteration. 60) Gurney Sized Elevators: Elevator car shall be able to accommodate an ambulance stretcher, 24”x84”, per CBC3002.4.
61) The applicant shall submit complete Title 24 Certificate of Compliance forms for the proposed

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Packet Pg. 260 Attachment: Planning Commission Resolution (2230 : University Circle Phase II) project. Theforms shall be incorporated into the plan set. 62) The applicant shall properly complete and incorporate the 2019 CalGreen Mandatory Measures on the planssubmitted for building permits.
63) In accordance with Government CodeSection 4469.5., the following must be imprinted on plan:

DisabledAccess Notice andResources Notice to Commercial Building Permits. Link to access the notice: https://www.dgs.ca.gov/DSA/Resources/Page-Content/Resources-List-Folder/AB- 3002- Model-Notice
64) Note on plan: The City of East Palo Alto Municipal Code Section 15.04.125 limits construction activity to the following hours:
a. Monday through Friday: 7:00 AM to 6:00 PM
b. Saturday: 9:00 AM to 5:00 PM
c. Sundays and national holidays: No activity allowed
PriorBuilding Permit Issuance
65) Approval of this Project does not relieve the Applicant from the applicable requirements of subsequent permits and approvals,includingbut not limitedto the followingas may be applicable:
a) GradingPermit and ImprovementPlan
b) BuildingPermit and Certificate of Occupancy
c) Requirements of the Bay AreaAir Quality Management District; forthe demolition of structures.
d) FirePermit
e) SchoolDistrict Development Impact fee requirements
66) The installation of site construction trailers will require a separate building permit issued by the BuildingDivision. Plans and specifications must be submitted for review and approval prior to the installation of suchstructures. Please contact theBuildingDivisionforadditional information. 67) Prior to the issuance of building permits, the applicant/developer shall submit a waste management plan to the Building and Safety Division. The plan shall include the estimated composition and quantities of waste to begenerated and how the project developer intends to recycle at least 65 percent of the total job site constructionwaste measured by weight or volume. Proof of compliance shall be provided to the Chief Building Official prior to the issuance of the building permit. a) Note on the plans submitted for building permits: Self hauling is prohibited in the City of East PaloAlto; an authorized hauler shall be utilized.
b) All construction and demolition debris shall be contained on-site (not in the public right-ofway) inconstantly covered bins, which include adequate service. 68) Prior to the permit issuance a commissioning plan shall be completed to document how the project

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Packet Pg. 261 Attachment: Planning Commission Resolution (2230 : University Circle Phase II) will becommissioned. The commissioning plan shall include the following:
a) GeneralProject Information
b) CommissioningGoals
c) Systems to be commissioned. Plans to test systems and components shall include:
• An explanation of the original design intent.
• Equipment and system to be tested, including the extent of tests. • Functions to be tested.
• Conditions under whichthe test shall be performed.
• Measurablecriteria for acceptable performance.
• Commissioningteam information.
• Commissioning process activities, schedules, and responsibilities. Plans for the completion ofcommissioning shall be included.

PriorTo The First Inspection
69) A pre-construction conference shall be held at a time and location agreed upon by the City and applicant for thepurpose of reviewing Conditions of Approval and construction-site procedures. The building owner/developer shall be represented by the design and construction staffs, which include any sub-contractors. Departments having conditions of approval for the project will represent the City (BUILDING, PUBLIC WORKS, PLANNING, FIRE).

PriorTo Final/Occupancy
70) A minimum of 10 Days prior to anticipated occupancy, the applicant shall have scheduled final inspections byall Departments requiring conditions of approval.

Engineering Division:

SPECIFIC CONDITIONS OF APPROVAL
71) Improvements to the University Avenue and Woodland Avenue intersection are to be completed before Certificate of Occupancy. The design of the intersection will be finalized on the offsite improvement plans submitted with the Building Permit. 72) Stormwater Measures shall include full trash capture measures conforming to Section C.10 of the Municipal Regional Permit for Stormwater (5-mm. screens, sized for 1-year, 1-hour storm).
73) Project will be required to pay a “fair share” cost for transportation improvements listed in the Transportation Impact Analysis.
74) A parcel map must be recorded with the County showing the lot split required for the project.

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Packet Pg. 262 Attachment: Planning Commission Resolution (2230 : University Circle Phase II) 75) License agreement for the use of property for pedestrian pathway must be executed before the Certificate of Occupancy.

STANDARD CONDITIONS
76) ENGINEERING FEES: All review and inspection fees per the City’s Master Fee Schedule shall be paid prior to the issuance of any permits.
77) DEVELOPMENT IMPACT AND WATER CAPACITY FEES: All Development Impact Fees and Water Capacity Fees shall be paid prior to the issuance of any building permits per East Palo Alto Municipal Code (EPAMC) 13.28, and Resolutions No. 5004 and No. 5093 78) GRADING PERMIT: Prior to building permit approval, a grading permit shall be obtained from the Engineering Division with payment of fees per EPAMC 15.48. See the following link for an application.
https://www.cityofepa.org/publicworks/page/grading-permit 79) ENCROACHMENT PERMIT: The developer shall obtain an encroachment permit from the Engineering Division prior to performing any work in the public right-of-way. See the link below for an application.
https://www.cityofepa.org/publicworks/page/encroachment-permit 80) PUBLIC IMPROVEMENTS: The developer shall provide public street improvements along the project frontage where existing streets (vehicle and/or pedestrian paths) do not meet current City standards. These improvements may include sidewalk, curb and gutter, driveway approach, curb ramp, and any right-of-way dedication. See EPAMC 15.04.040 81) CONSTRUCTION VEHICLES, EQUIPMENT, AND MATERIALS: All construction related vehicles, equipment, and materials shall be managed on-site. At no time shall such items be parked or stored in the public right-of-way without an encroachment permit or written approval by the City Engineer.
82) TRAFFIC CONTROL: Activities that require temporary closures of sidewalks, vehicle and/or bike lanes, or other public paths shall require review and approval by the Engineering Division through an encroachment permit.
83) STORMWATER DRAINAGE: The project shall not create any negative impacts to adjacent properties such as cross-lot drainage. The project shall conform with all C.3/C.6 requirements.
84) CONSTRUCTION BEST MANAGEMENT PRACTICES: This project is required to implement stormwater best management practices (BMP) as described by the San Mateo Countywide Water Pollution Prevention Program. Stormwater Measures shall include full trash capture measures conforming to Section C.10 of the Municipal Regional Permit for Stormwater (5- mm. screens, sized for 1-year, 1-hour storm).

The following sheet in the link below shall be included in the plans. https://www.flowstobay.org/wp-content/uploads/2020/04/Countywide-Program-BMP-PlanSheet-June-2014-Update.pdf 85) FENCES/WALLS: No new or existing fence and/or wall shall be permitted outside of the property boundary lines. No new or existing concrete (or similar) wall and/or fence is permitted where there is a public easement. The removal of such existing structures shall be

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Packet Pg. 263 Attachment: Planning Commission Resolution (2230 : University Circle Phase II) required prior to the issuance of any permits.
86) WATER METER: This project shall use one public water meter provided by the City’s water operator. Any additional water meters shall be purchased by the developer, maintained privately, and stored onsite.
87) TRAFFIC CONTROL PLAN: Submit a traffic control plan with the off-site improvement plans for review and approval. The traffic control plan shall include a summary of the traffic control types, dates, times and blocks affected. All construction related materials, equipment, and construction workers parking need to be stored on-site and the public streets need to be kept free and clear of construction debris.

Police Department:
88) The Applicant shall submit a security plan for the project to the Police Department for review andcomment prior to Certificate of Occupancy. Reasons for review include, but are not limited to the following:
• Excessive and/or unexplainable increase in calls for service • Excessive and/or preventable crimescommitted at the residence and/or commercial space.
• Numerous complaints of a valid nature
89) Lighting: The Applicant shall provide uniform lighting without glare for scheduled nighttime activities and to permit good observation by neighbors and patrol units after hours. 90) Signage: The Applicant shall:
• Post “No trespassing/Loitering” signs at entrances of parking lots and other appropriate places. Signs should be at least 2’by1’ in overall size, with white background and black 2” lettering. Section 9.08.010 of the East Palo Alto Municipal Code should be included as a reference on the no loitering signs. • Post signs at all entrances to the parking area pursuant to section 22658(a) of the California Vehicle Code to assist management with removal of unwanted vehicles per the parking manager’s request.
91) Parking Structure: The Applicant shall include the following in building permit plans:
• The interior structure be painted a light, highly reflective color. • Metal halide or other bright white light sources shall be utilized. No dark areas should exist inside the structure.
• All storage, maintenance, and trash rooms within the parking garage shall have doors which cannot be locked from the inside, and that close and lock quickly and automatically upon exit.
• Alcoves and other visual obstructions that mightconstitute a hiding place shall be eliminated whenever structurally possible. Pillars, columns, and other open construction should be utilized over a solid wall design. • Whenever possible, stairwells shall be of open design. When, by necessity, a stairwell is enclosed, convex mirrors should be placed at each stairwell landing, and the stairwell doors should employ as much transparent material as fire code allows. • Convex mirrors shall be placed inside elevator cabs.
• Access control shall be utilized for vehicular and pedestrian traffic. • A clearly marked, hands free emergency phone or panic alarm shall be placed centrally in the structure.
• No trespassing/loitering signs shall be placed at all entrances and other appropriate

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Packet Pg. 264 Attachment: Planning Commission Resolution (2230 : University Circle Phase II) locations.
• Panic button call boxes shall be integrated with a video surveillance system. 92) Building:
• Stairs shall be well lit with open handrails to allow visibility and prevent hiding spaces.
• Risers shall be enclosed along with the area under the stairs should be enclosed and inaccessible for any use.
• It is advisable to have surveillance equipment for enclosed stairwells and motion detection at main access points.
93) Landscaping:
• Landscaping shall be well maintained and trimmed so that natural surveillance is not hindered.
• Shrubs shall be kept less than three feet in height and trees should be pruned to a height of 10 feet.
• Walkways shall be direct, follow natural pathways and avoid blind corners. • The walkways and access points to the open space shall be illuminated and visible. 94) Roof Top:
• One of the following shall be utilized on all skylights: Rated burglar-resistant glass or acrylic material orIron bars of at least one half-inch diameter, or flat steel bars of at least one quarter-inch width, spaced no more than five inches apart under the skylight and securely fastened, or Grill of at least one eighth-inch steeland two-inch mesh • All hatchway openings on the roof of any building should be secured as follows: If the hatchway is wooden, it should be covered on the outside with at least 16 gage sheet steel or its equivalent, attached in a manner making removal difficult. The hatchway shall be secured from the insidewith a slide bar or slide bolts. Only a crossbar or padlock provided by the fire marshal shall be used. Outside pin-type hinges on all hatchway openings shall have non-removable pins.
• Exterior rooftop ladders should be eliminated or incorporated into the interior design.
• All air duct or vent openingsexceeding 8” by 12” on the rooftop or exterior walls of any building shall be secured by means of:
o Iron bars of at least one half-inch diameter, of flat steel bars of at least one quarter-inch width, spaced nomore than five inches and securely fastened,
o Grill of at least one eighth-inch steel and two-inch mesh, o If the barrier is on the outside, it shall be secured with galvanized rounded-head, flush bolts of at least 3/8” diameter.

Menlo Park Fire Protection District
95) Access: Remove Any island not allowing 26’ wide access to the building and allowing proper turn radius for access to the building.
96) The aerial ladder placement shall meet the prescriptive distance requirements outlined in CFC Appendix D105.
97) Access improvements (roads, turnarounds and turnouts) that cross property lines shall be recorded with the San Mateo County Tax Assessors Office.

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Packet Pg. 265 Attachment: Planning Commission Resolution (2230 : University Circle Phase II) 98) Fire apparatus roadways, including public and private streets and in some cases, driveways used for vehicle access, shall be capable of supporting the imposed weight of a 75,000- pound (34,050 kg) fire apparatus and shall be provided with an all -weather driving surface.

Only paved or concrete surfaces are considered to be all weather driving surfaces. CFC 2019, Appendix D.
99) All curbing located within the complex that has not been assigned as onsite parking shall be designated as “No Parking Fire Lane”. All fire lanes shall comply with MPFD standard for “Designation and Marking of Fire Lane” Provide a complete no parking-fire lane striping plan with no parking signage in accordance to MPFD standard on subsequent submittal:
• Required no parking signage installed at an approved location at entrances. 100) Fire apparatus roadways, including public or private streets or roads used for vehicle access shall be installed and in service prior to construction. Fire protection water serving all hydrants shall be provided as soon as combustible material arrives on the site:
• PRIOR TO COMBUSTIBLE MATERIAL ARRIVING ON THE SITE, CONTACT THE

MENLO PARK FIRE PROTECTION DISTRICT TO SCHEDULE AN INSPECTION OF ROADWAYS AND FIRE HYDRANTS. CFC 2019.
101) For buildings 30 feet (9144 mm) and over in height above natural grade, the required fire apparatus access roadway shall be a minimum of 26 feet (7925 mm) in width, and shall be positioned parallel to at least one entire side of the building, and the fire lane shall be located within a minimum of 15feet (4572 mm) and a maximum of 30 feet (9144 mm) from the building. CFC 2019, Appendix D105:
• Fire District staging areas to be determined for Aerial Ladder Truck Minimum and Maximum climbing angles, if a climbing angle is less than 50 degrees the roadway shall be adjusted to comply to the charging condition listed above. Note Aerial Ladder requires minimum 4-foot setback on any side to allow for outriggers. 102) Water Supply: 2500gpm for 2 hours shall be required 103) Applicant to provide fire flow information through a separate engineered plan showing how this is to be achieved. This document shall be submitted to Menlo Park Fire Protection District for review and approval prior to issuance of grading and building permits. CFC 2019, Sec. 507.5.1 Appendix B Section 105.2 & Table 105.1
104) 2 Fire hydrants are required. All hydrants to comply to the following:
• All fire hydrants shall be wet barrel standard steamer type with 1-4 1/2" (114.3 mm) and 2-2 1/2" (63.5 mm) outlets. MPFPD CFC Sec. 507.5.1 Appendix C 105) Fire hydrants and fire appliances (fire department connections and post indicator valves) shall be clearly accessible and free from obstruction.

High Rise Building
106) CFC, Section 903, Automatic Sprinkler Systems & Section 905, Standpipe Systems: A combination fire sprinkler/standpipe system shall be installed throughout each structure. • In the parking garage, and Building the automatic fire sprinkler system shall be designed to .18 gpm/3,000 square feet of coverage area. Fire sprinkler system to comply with NFPA 13 2016 Edition and Menlo Park Fire Protection District Standards.
• Each floor level shall have a dedicated floor control valve, sprinkler riser assembly,

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Packet Pg. 266 Attachment: Planning Commission Resolution (2230 : University Circle Phase II) installed enabling fire department personnel direct access. • A 2-1/2” standpipe outlet shall be located on main floor landing and shall reach all portions of the floor served at a 200-foot distance from the Standpipe Outlet. NFPA 14 Sections 7.3.2(1) & 7.3.2.2.
• Roof access shall have two standpipe outlets, and the most remote standpipe shall be calculated at 500 gpm, and additional 250 gpm added to outlet below totaling 750 gpm. Calculation shall be taken at the base of the riser. This shall be included in fire flow calculation.
• Automatic sprinkler system is required during construction in accordance to CFC, Section 3313.
107) CFC, Section 913, Fire Pumps. Engine driven fire pumps and electric drive pumps supplied by generators shall both be provided with an on-premises fuel supply for not less than 8-hour full demand operation at 100% of the rated pump capacity in addition to all other required supply demands in accordance to Section 9.6 and 11.4.2 of NFPA 20 and CFC Section 913. 108) Secondary Water Supply. An automatic secondary on-site water supply shall be having a usable capacity of not less than the hydraulically calculated sprinkler demand plus 100 GPM for the inside hose stream. With a Duration of not less than 30 minutes or as determined by occupancy hazard classification in accordance to NFPA 13, whichever is greater. The secondary on-site water supply shall not be less than 15,000 gallons. 109) CFC, Section 907, Fire Alarm & Detection Systems. Manual and automatic fire alarm systems shall comply with this section. High-rise buildings require the following:
• Automatic smoke detection
• Area smoke detection
• Fire department communication system
• Emergency voice/alarm communication system
110) CFC, Section 508, Fire Command. A fire command center shall be separated by not less than a 1-hour barrier and the location is to be approved by MPFD. The command center shall comply with NFPA 72 and contain the features noted within the fire code. 111) CFC, Section 909, Smoke Control. All portions of the building shall be provided with a smoke control system in accordance to this section.
112) CFC Section 510, Emergency Responder Radio Coverage. An approved radio coverage for emergency responders shall be based upon the existing coverage levels of the public safety communication systems within MPFD at the exterior of the building. This section shall not require improvements of the existing public safety communication systems. 113) CBC, Section 1009.8, Two Way Communication. A system shall be provided at the landing serving each elevator or bank of elevators on each accessible floor that is one or more stories above the level of exit discharge. System shall comply with Sections 1009.8.1 and 1009.8.2. 114) CFC, Section 604, Emergency & Standby Power Systems. Minimum duration of 6 hours without being refueled or recharged. The minimum required fuel supply shall be maintained at all times. Generators shall be listed in accordance to UL2200 and installed in accordance to the CBC, CEC, NFPA 110 and NFPA 111.
115) CFC, Section 607, Elevator Operation. Shall conform to the provisions listed. At least one

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Packet Pg. 267 Attachment: Planning Commission Resolution (2230 : University Circle Phase II) elevator shall be of a size that will accommodate one gurney (max 24 inches by 84 inches) and two attendants.
116) CFC, Section 906, Portable Fire Extinguishers. A minimum 2A 10B:C rated fire extinguisher shall be located at or near exits and shall be placed so that the travel distance to a fire extinguisher shall not to exceed 75 feet.
117) CFC, Chapter 10, Means of Egress. Components to include exit pathway throughout use, exit stairwells, exit enclosure providing access to exit doors, door hardware, exit signs, exit illumination and emergency lighting shall comply to CFC/CBC Chapter Ten. • Section 403.5.3.1, Stairway Communication System. A telephone or other 2-way communications system connected to an approved constantly attended station shall be provided not less than every 5th floor in each stairway where the doors to the stairway are locked.
118) CFC, Section 509, Fire Protection and Utility Equipment Identification and Access. The single man door providing direct access to the sprinkler riser assembly shall require signage on the door accessing riser stating “Riser Room” or agreed upon language. 119) CFC 505, Premises Identification. Approved numbers or addresses shall be placed on all new and existing buildings in such a position as to be plainly visible and legible from the street or road fronting the property. Said numbers shall contrast with their background.

Individual suite numbers shall be permanently posted on the main entrance doors of tenant spaces. If rear outside doors to tenant spaces are installed, they shall include the installation of numerical address numbers corresponding to front addressing. Numbers on new occupancies shall comply with the following:
• Structures up to 50 feet (15240 mm) in height shall have addresses with a min. 1- inch (25.4 mm) stroke wide by min. 8 inches (203.2 mm) high. • Structures over 50 feet (15240 mm) high shall have addresses with a min. 2.5-inch (63.5 mm) stroke wide by min. 12 inches (304.8 mm) high. 120) Knox power switch (EPO) shall be installed at AHJ approved location.

GENERAL
121) Approved plans and approval letter must be on site at the time of inspection. 122) Final acceptance of this project is subject to field inspection.

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Packet Pg. 268 Attachment: Planning Commission Resolution (2230 : University Circle Phase II)

PLANNING & DEVELOPMENT SERVICES
250 Hamilton Avenue, 5th Floor
Palo Alto, CA 94301
(650) 329-2441
CITY OF PALO ALTO | 250 HAMILTON AVENUE, PALO ALTO, CA. 94301 | 650-329-2441 March 28, 2022
Kelly Beggs, Contract Project Planner
City of East Palo Alto
1960 Tate St
East Palo Alto, CA 94303
Dear Kelly Beggs, Contract Project Planner, and City of East Palo Alto, Thank you for the opportunity to comment on the Final Environmental Impact Report (FEIR) for the University Circle II project (SCH 2020060144), as well as the proposed conditions of approval for the project.

The City previously identified concerns regarding the project in letters prepared in response to the project Notice of Preparation and the Draft Environmental Impact Report (DEIR). These letters and concerns are incorporated by reference.

With respect to the most recently released staff report for the March 28, 2022 East Palo Alto Planning Commission meeting, as well as associated CEQA documents, the City of Palo Alto is forwarding the following unresolved concerns for consideration by the City of East Palo Alto Planning Commission.

The comments below pertain to the information contained within or missing from the FEIR, as well as items for further consideration in the staff report and any draft conditions of approval for the proposed project.

Noise and Vibration
The City of Palo Alto appreciates the new Figure 6 in the FEIR Appendix B and DEIR Appendix F. The City sees proposed mitigation measures and conditions of approval associated with the potential for noise impacts related to project construction. The City also understands that the proposed hours of construction for the project is subject to a further discretionary approval by the Planning Commission.

The City understands that any approved hours of construction for the project directly influences the duration of project construction, currently estimated at approximately 36 months with an approval of extended construction hours.

DocuSign Envelope ID: 4AF81B8C-0078-4D4B-831B-3BC6EEA4C42B

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Packet Pg. 269 Attachment: Public Comment (2230 : University Circle Phase II) 2 Request for Regular Permitted Construction Hours. The FEIR states that approval by the Planning Commission is required for an exception to the permitted construction hours. The FEIR states that if extended construction hours are not approved, construction is expected to be extended by three months. Therefore, the City requests that the City of East Palo Alto Planning Commission not approve an exception to the permitted construction hours, which the FEIR states as a limitation of construction activity to the hours of 7:00 a.m. to 6:00 p.m. Monday through Friday and 9:00 a.m. to 5:00 p.m. on Saturdays with no construction activity allowed on Sundays or national holidays.

Request for Additional Items in Construction Noise Logistics Plan. The City notes that the items to be included in a construction noise logistics plan were not limited to the measures listed in the MMRP or draft conditions of approval. The City requests further inclusion of additional items into the conditions of approval for the plan, including incorporation of the following:
• Clear prohibition of pile driving or use of equipment not evaluated in the DEIR/FEIR, • Limitations on the height from which materials would be dropped onto trucks, • Beeping and other notification sounds from equipment (such as scissor lifts) and vehicle backup beepers can be allowed to be disabled or quieted on construction sites (especially after daytime construction hours) through risk management training, crew safety training, and other protocols (which was especially helpful on sites near residential uses and creeks wherein sound carries extensively),
• Clear inclusion of the approved construction hours and construction activities allowed at different times of day as noted in the stated project description, including:
o Construction activities involving use of heavy equipment would occur between 7:00 a.m. and 4:00 p.m.
o During project demolition and excavation activities, trucks would be loaded with demolition materials and soil between 7:00 a.m. and 4:00 p.m. o If approved, the City of East Palo should have the authority to terminate any extended construction hours if noise generated from this late activity is found to be disruptive to surrounding neighborhoods.
• Moreover, the City requests East Palo Alto include a condition to reserve the right to install noise meters near land uses sensitive to noise, including land uses in Palo Alto, at the applicant’s expense and supplemental noise consultant analysis to determine if noise violations are occurring and to identify ways to address such impacts.

Clarifications in DEIR/FEIR. Notwithstanding the requests above, the City requests the following clarifications regarding the FEIR and MMRP to fully evaluate the anticipated noise from the project prior to the City of East Palo Alto action on certification of CEQA environmental documents for the project:
• Table 8 of FEIR Appendix B and Draft EIR Appendix F says that project construction would result in noise levels that would exceed ambient levels by more than 5 dBA for more than one year and would have noise levels beyond those allowable during daytime hours shown in the clarified Table 4. It is currently unclear if the estimated hourly average of 73-78 dBA anticipated during project construction south of the project site would occur after all proposed mitigations in Mitigation Measure NOI-1.1 were incorporated into the project, or if this noise estimate is prior to the incorporation of mitigation measures, as the effectiveness of the noise barrier was not evaluated in the FEIR Appendix B and Draft EIR Appendix F. Currently, it appears that a potential impact might remain significant at least for some hours of the day proposed for construction.

DocuSign Envelope ID: 4AF81B8C-0078-4D4B-831B-3BC6EEA4C42B

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Packet Pg. 270 Attachment: Public Comment (2230 : University Circle Phase II) 3 • The FEIR appears to have a typo; the FEIR currently states that construction occurring between 4:00pm and 10:00pm would be exempt from the City of East Palo Alto's daytime threshold levels of 55 dBA at exterior residential property lines and 45 dBA in residential interiors. It is the City’s understanding from FEIR Appendix B and DEIR Appendix F that it is only within permitted standard construction hours that construction activities would be exempt, which the FEIR states as a limitation of construction activity to the hours of 7:00 a.m. to 6:00 p.m. Monday through Friday and 9:00 a.m. to 5:00 p.m. on Saturdays with no construction activity allowed on Sundays or national holidays.
• The FEIR MMRP language is currently inconsistent with the Findings of Fact and the draft conditions of approval for the project regarding noise, as the MMRP calls for “…Limit construction activity during the hours of 7:00 a.m. to 7:00 p.m. to truck loading and unloading activities only” … and the Findings of Fact and conditions of approval have more clear, restrictive language indicating “Limit truck loading and unloading to the hours of 7:00 a.m. to 7:00 p.m.” … Transportation
The City of Palo Alto has concerns about the analysis of the project’s potential transportation impacts, including, but not limited to the following:
• Signal Monitoring Program. The DEIR/FEIR did not clarify the construction timeline for the proposed off-site improvements in the vicinity of the project site. The DEIR/FEIR stated that the existing + project condition will not have LOS impact at University Ave & Woodland Ave.

However, the cumulative + project condition would have a significant LOS impact on University Ave and Woodland Ave intersection. Palo Alto has a concern that this may extend the queuing for northbound thru traffic on University Ave. Palo Alto requests that East Palo Alto implement an annual or more frequent signal monitoring program to determine when the proposed off-site improvements are necessary to be triggered, between existing and cumulative + project conditions.
• University Avenue and Woodland Avenue Intersection Operations During Project Construction for Potential Signal Timing Adjustments. The DEIR/FEIR stated that a LOS impact would not trigger a significant impact for CEQA purposes. However, the City believes that the proposed project may impede the existing operation of the University Ave & Woodland Ave intersection.

Palo Alto requests incorporation of a condition of approval that provides a mechanism by which to evaluate operations at the University Ave & Woodland Ave intersection during project construction so that this information is available from which to make signal improvements to mitigate the construction traffic-related delays at this intersection. • Additional Signal Timing Adjustments. Northbound thru traffic queues on University Ave extend approximately 1700 feet to Lincoln Ave. The Traffic Impact Analysis did not evaluate any queuing impact on northbound University Ave traffic due to the proposed project. The City requests that East Palo Alto make signal timing adjustments and coordinate with the City of Palo Alto to address queuing concerns raised during construction or after completion of the project.

DocuSign Envelope ID: 4AF81B8C-0078-4D4B-831B-3BC6EEA4C42B

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Packet Pg. 271 Attachment: Public Comment (2230 : University Circle Phase II) 4 • Trip Counts at Project Driveways to Confirm TDM Compliance. The City supports the requirement of the TDM plan and periodic monitoring for the proposed project. However, it is unclear how the trip monitoring will be implemented for this project. The City recommends implementing a specific monitoring strategy to enforce compliance with the trip reduction targets. Therefore, the City requests incorporation of a condition of approval to require annual AM and PM peak hour trip counts at all project driveways to confirm TDM compliance via an independent transportation consulting firm. The project’s TDM monitoring report should be available online for public information.
• Intermediate Shuttle Stops. The FEIR stated that the applicant is evaluating the potential addition of intermediate shuttle stops between the Palo Alto transit center and the project site.

The project’s consideration of implementing intermediate shuttle stops should be mentioned in the COA and TDM plan. The City strongly supports the addition of intermediate stops to access local services and to allow both employees and residents to use the shuttle service.

Should you have any questions regarding these comments, please contact Rebecca Atkinson at (650) 329-2596 or [email protected] or Jonathan Lait at [email protected].

Regards,
Jonathan Lait, Director of Planning & Development Services DocuSign Envelope ID: 4AF81B8C-0078-4D4B-831B-3BC6EEA4C42B

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Packet Pg. 272 Attachment: Public Comment (2230 : University Circle Phase II) Plan Review Team
Land Management
[email protected]
PG&E Gas and Electric Facilities Page 1
March 28, 2022
Kelly Beggs
City of East Palo Alto
1960 Tate St
East Palo Alto, CA 94303
Ref: Gas and Electric Transmission and Distribution
Dear Kelly Beggs,
Thank you for submitting the University Circle Phase II plans for our review. PG&E will review the submitted plans in relationship to any existing Gas and Electric facilities within the project area. If the proposed project is adjacent/or within PG&E owned property and/or easements, we will be working with you to ensure compatible uses and activities near our facilities.

Attached you will find information and requirements as it relates to Gas facilities (Attachment 1) and Electric facilities (Attachment 2). Please review these in detail, as it is critical to ensure your safety and to protect PG&E’s facilities and its existing rights.

Below is additional information for your review:

1. This plan review process does not replace the application process for PG&E gas or electric service your project may require. For these requests, please continue to work with PG&E Service Planning: https://www.pge.com/en_US/business/services/buildingand-renovation/overview/overview.page.

2. If the project being submitted is part of a larger project, please include the entire scope of your project, and not just a portion of it. PG&E’s facilities are to be incorporated within any CEQA document. PG&E needs to verify that the CEQA document will identify any required future PG&E services.

3. An engineering deposit may be required to review plans for a project depending on the size, scope, and location of the project and as it relates to any rearrangement or new installation of PG&E facilities.

Any proposed uses within the PG&E fee strip and/or easement, may include a California Public Utility Commission (CPUC) Section 851 filing. This requires the CPUC to render approval for a conveyance of rights for specific uses on PG&E’s fee strip or easement. PG&E will advise if the necessity to incorporate a CPUC Section 851filing is required.

This letter does not constitute PG&E’s consent to use any portion of its easement for any purpose not previously conveyed. PG&E will provide a project specific response as required.

Sincerely,
Plan Review Team
Land Management

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Packet Pg. 273 Attachment: Public Comment (2230 : University Circle Phase II) PG&E Gas and Electric Facilities Page 2
Attachment 1 – Gas Facilities
There could be gas transmission pipelines in this area which would be considered critical facilities for PG&E and a high priority subsurface installation under California law. Care must be taken to ensure safety and accessibility. So, please ensure that if PG&E approves work near gas transmission pipelines it is done in adherence with the below stipulations. Additionally, the following link provides additional information regarding legal requirements under California excavation laws: https://www.usanorth811.org/images/pdfs/CA-LAW-2018.pdf

1. Standby Inspection: A PG&E Gas Transmission Standby Inspector must be present during any demolition or construction activity that comes within 10 feet of the gas pipeline. This includes all grading, trenching, substructure depth verifications (potholes), asphalt or concrete demolition/removal, removal of trees, signs, light poles, etc. This inspection can be coordinated through the Underground Service Alert (USA) service at 811. A minimum notice of 48 hours is required. Ensure the USA markings and notifications are maintained throughout the duration of your work.

2. Access: At any time, PG&E may need to access, excavate, and perform work on the gas pipeline. Any construction equipment, materials, or spoils may need to be removed upon notice.

Any temporary construction fencing installed within PG&E’s easement would also need to be capable of being removed at any time upon notice. Any plans to cut temporary slopes exceeding a 1:4 grade within 10 feet of a gas transmission pipeline need to be approved by PG&E Pipeline Services in writing PRIOR to performing the work.

3. Wheel Loads: To prevent damage to the buried gas pipeline, there are weight limits that must be enforced whenever any equipment gets within 10 feet of traversing the pipe.

Ensure a list of the axle weights of all equipment being used is available for PG&E’s Standby Inspector. To confirm the depth of cover, the pipeline may need to be potholed by hand in a few areas.

Due to the complex variability of tracked equipment, vibratory compaction equipment, and cranes, PG&E must evaluate those items on a case-by-case basis prior to use over the gas pipeline (provide a list of any proposed equipment of this type noting model numbers and specific attachments).

No equipment may be set up over the gas pipeline while operating. Ensure crane outriggers are at least 10 feet from the centerline of the gas pipeline. Transport trucks must not be parked over the gas pipeline while being loaded or unloaded.

4. Grading: PG&E requires a minimum of 36 inches of cover over gas pipelines (or existing grade if less) and a maximum of 7 feet of cover at all locations. The graded surface cannot exceed a cross slope of 1:4.

5. Excavating: Any digging within 2 feet of a gas pipeline must be dug by hand. Note that while the minimum clearance is only 12 inches, any excavation work within 24 inches of the edge of a pipeline must be done with hand tools. So to avoid having to dig a trench entirely with hand tools, the edge of the trench must be over 24 inches away. (Doing the math for a 24 inch

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Packet Pg. 274 Attachment: Public Comment (2230 : University Circle Phase II) PG&E Gas and Electric Facilities Page 3
wide trench being dug along a 36 inch pipeline, the centerline of the trench would need to be at least 54 inches [24/2 + 24 + 36/2 = 54] away, or be entirely dug by hand.) Water jetting to assist vacuum excavating must be limited to 1000 psig and directed at a 40° angle to the pipe. All pile driving must be kept a minimum of 3 feet away.

Any plans to expose and support a PG&E gas transmission pipeline across an open excavation need to be approved by PG&E Pipeline Services in writing PRIOR to performing the work.

6. Boring/Trenchless Installations: PG&E Pipeline Services must review and approve all plans to bore across or parallel to (within 10 feet) a gas transmission pipeline. There are stringent criteria to pothole the gas transmission facility at regular intervals for all parallel bore installations.

For bore paths that cross gas transmission pipelines perpendicularly, the pipeline must be potholed a minimum of 2 feet in the horizontal direction of the bore path and a minimum of 12 inches in the vertical direction from the bottom of the pipe with minimum clearances measured from the edge of the pipe in both directions. Standby personnel must watch the locator trace (and every ream pass) the path of the bore as it approaches the pipeline and visually monitor the pothole (with the exposed transmission pipe) as the bore traverses the pipeline to ensure adequate clearance with the pipeline. The pothole width must account for the inaccuracy of the locating equipment.

7. Substructures: All utility crossings of a gas pipeline should be made as close to perpendicular as feasible (90° +/- 15°). All utility lines crossing the gas pipeline must have a minimum of 12 inches of separation from the gas pipeline. Parallel utilities, pole bases, water line ‘kicker blocks’, storm drain inlets, water meters, valves, back pressure devices or other utility substructures are not allowed in the PG&E gas pipeline easement.

If previously retired PG&E facilities are in conflict with proposed substructures, PG&E must verify they are safe prior to removal. This includes verification testing of the contents of the facilities, as well as environmental testing of the coating and internal surfaces. Timelines for PG&E completion of this verification will vary depending on the type and location of facilities in conflict.

8. Structures: No structures are to be built within the PG&E gas pipeline easement. This includes buildings, retaining walls, fences, decks, patios, carports, septic tanks, storage sheds, tanks, loading ramps, or any structure that could limit PG&E’s ability to access its facilities.

9. Fencing: Permanent fencing is not allowed within PG&E easements except for perpendicular crossings which must include a 16 foot wide gate for vehicular access. Gates will be secured with PG&E corporation locks.

10. Landscaping: Landscaping must be designed to allow PG&E to access the pipeline for maintenance and not interfere with pipeline coatings or other cathodic protection systems. No trees, shrubs, brush, vines, and other vegetation may be planted within the easement area.

Only those plants, ground covers, grasses, flowers, and low-growing plants that grow unsupported to a maximum of four feet (4’) in height at maturity may be planted within the easement area.

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Packet Pg. 275 Attachment: Public Comment (2230 : University Circle Phase II) PG&E Gas and Electric Facilities Page 4

11. Cathodic Protection: PG&E pipelines are protected from corrosion with an “Impressed Current” cathodic protection system. Any proposed facilities, such as metal conduit, pipes, service lines, ground rods, anodes, wires, etc. that might affect the pipeline cathodic protection system must be reviewed and approved by PG&E Corrosion Engineering.

12. Pipeline Marker Signs: PG&E needs to maintain pipeline marker signs for gas transmission pipelines in order to ensure public awareness of the presence of the pipelines.

With prior written approval from PG&E Pipeline Services, an existing PG&E pipeline marker sign that is in direct conflict with proposed developments may be temporarily relocated to accommodate construction work. The pipeline marker must be moved back once construction is complete.

13. PG&E is also the provider of distribution facilities throughout many of the areas within the state of California. Therefore, any plans that impact PG&E’s facilities must be reviewed and approved by PG&E to ensure that no impact occurs which may endanger the safe operation of its facilities.

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Packet Pg. 276 Attachment: Public Comment (2230 : University Circle Phase II) PG&E Gas and Electric Facilities Page 5
Attachment 2 – Electric Facilities
It is PG&E’s policy to permit certain uses on a case by case basis within its electric transmission fee strip(s) and/or easement(s) provided such uses and manner in which they are exercised, will not interfere with PG&E’s rights or endanger its facilities. Some examples/restrictions are as follows:

1. Buildings and Other Structures: No buildings or other structures including the foot print and eave of any buildings, swimming pools, wells or similar structures will be permitted within fee strip(s) and/or easement(s) areas. PG&E’s transmission easement shall be designated on subdivision/parcel maps as “RESTRICTED USE AREA – NO BUILDING.”

2. Grading: Cuts, trenches or excavations may not be made within 25 feet of our towers.

Developers must submit grading plans and site development plans (including geotechnical reports if applicable), signed and dated, for PG&E’s review. PG&E engineers must review grade changes in the vicinity of our towers. No fills will be allowed which would impair ground-toconductor clearances. Towers shall not be left on mounds without adequate road access to base of tower or structure.

3. Fences: Walls, fences, and other structures must be installed at locations that do not affect the safe operation of PG&’s facilities. Heavy equipment access to our facilities must be maintained at all times. Metal fences are to be grounded to PG&E specifications. No wall, fence or other like structure is to be installed within 10 feet of tower footings and unrestricted access must be maintained from a tower structure to the nearest street. Walls, fences and other structures proposed along or within the fee strip(s) and/or easement(s) will require PG&E review; submit plans to PG&E Centralized Review Team for review and comment.

4. Landscaping: Vegetation may be allowed; subject to review of plans. On overhead electric transmission fee strip(s) and/or easement(s), trees and shrubs are limited to those varieties that do not exceed 10 feet in height at maturity. PG&E must have access to its facilities at all times, including access by heavy equipment. No planting is to occur within the footprint of the tower legs. Greenbelts are encouraged.

5. Reservoirs, Sumps, Drainage Basins, and Ponds: Prohibited within PG&E’s fee strip(s) and/or easement(s) for electric transmission lines.

6. Automobile Parking: Short term parking of movable passenger vehicles and light trucks (pickups, vans, etc.) is allowed. The lighting within these parking areas will need to be reviewed by PG&E; approval will be on a case by case basis. Heavy equipment access to PG&E facilities is to be maintained at all times. Parking is to clear PG&E structures by at least 10 feet.

Protection of PG&E facilities from vehicular traffic is to be provided at developer’s expense AND to PG&E specifications. Blocked-up vehicles are not allowed. Carports, canopies, or awnings are not allowed.

7. Storage of Flammable, Explosive or Corrosive Materials: There shall be no storage of fuel or combustibles and no fueling of vehicles within PG&E’s easement. No trash bins or incinerators are allowed.

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Packet Pg. 277 Attachment: Public Comment (2230 : University Circle Phase II) PG&E Gas and Electric Facilities Page 6

8. Streets and Roads: Access to facilities must be maintained at all times. Street lights may be allowed in the fee strip(s) and/or easement(s) but in all cases must be reviewed by PG&E for proper clearance. Roads and utilities should cross the transmission easement as nearly at right angles as possible. Road intersections will not be allowed within the transmission easement.

9. Pipelines: Pipelines may be allowed provided crossings are held to a minimum and to be as nearly perpendicular as possible. Pipelines within 25 feet of PG&E structures require review by PG&E. Sprinklers systems may be allowed; subject to review. Leach fields and septic tanks are not allowed. Construction plans must be submitted to PG&E for review and approval prior to the commencement of any construction.

10. Signs: Signs are not allowed except in rare cases subject to individual review by PG&E.

11. Recreation Areas: Playgrounds, parks, tennis courts, basketball courts, barbecue and light trucks (pickups, vans, etc.) may be allowed; subject to review of plans. Heavy equipment access to PG&E facilities is to be maintained at all times. Parking is to clear PG&E structures by at least 10 feet. Protection of PG&E facilities from vehicular traffic is to be provided at developer’s expense AND to PG&E specifications.

12. Construction Activity: Since construction activity will take place near PG&E’s overhead electric lines, please be advised it is the contractor’s responsibility to be aware of, and observe the minimum clearances for both workers and equipment operating near high voltage electric lines set out in the High-Voltage Electrical Safety Orders of the California Division of Industrial Safety (https://www.dir.ca.gov/Title8/sb5g2.html), as well as any other safety regulations.

Contractors shall comply with California Public Utilities Commission General Order 95 (http://www.cpuc.ca.gov/gos/GO95/go_95_startup_page.html) and all other safety rules. No construction may occur within 25 feet of PG&E’s towers. All excavation activities may only commence after 811 protocols has been followed.

Contractor shall ensure the protection of PG&E’s towers and poles from vehicular damage by (installing protective barriers) Plans for protection barriers must be approved by PG&E prior to construction.

13. PG&E is also the owner of distribution facilities throughout many of the areas within the state of California. Therefore, any plans that impact PG&E’s facilities must be reviewed and approved by PG&E to ensure that no impact occurs that may endanger the safe and reliable operation of its facilities.

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Packet Pg. 278 Attachment: Public Comment (2230 : University Circle Phase II)

EAST PALO ALTO

CITY COUNCIL

STAFF REPORT
DATE: May 3, 2022
TO: Honorable Mayor and Members of the City Council
VIA: Patrick Heisinger, Interim City Manager
BY: Karen Camacho, Housing Project Manager
Rachel Horst, Housing and Economic Development Manager
SUBJECT: Increased Gross Receipts Tax Ballot Measure for Affordable Housing Revenue Recommendation
That the City Council:

Adopt a resolution calling and ordering the submission to the electors of the City of East Palo Alto a measure amending Chapter 5.08 of the East Palo Alto Municipal Code to increase the gross receipts tax from 1.5% to 2.5% applied to all residential rental properties unless exempted, with a 3-year implementation delay for new units, to be placed on the November 8, 2022 general election ballot.

Alignment with City Council Strategic Plan
This recommendation is primarily aligned with:

Priority No. 2: Enhance Economic Vitality
Priority No. 3: Increase Organizational Effectiveness and Efficiency Priority No. 6: Create a Healthy and Safe Community
Background
On March 15, 2022,1the City Council reviewed a report by David Rosen & Associates on potential revenue sources to support affordable housing activities. The three potential revenue sources included a new parcel tax, a modified Transient Occupancy Tax (“Modified TOT”), and a modified Gross Receipts Tax (“Modified GRT”). City Council expressed interest in exploring the Modified GRT option due to its potential to generate the most revenue. 1 A recording of the March 15, 2022 City Council meeting and all meeting materials can be viewed at http://eastpaloalto.iqm2.com/Citizens/SplitView.aspx?Mode=Video&MeetingID=1804&MinutesID=1518&Format=Minutes&MediaFile Format=mpeg4.

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On April 5, 2022,2 staff provided a follow-up report on the three options. City Council directed staff to no longer pursue the parcel tax or the Modified TOT options, and to further explore a general tax ballot measure for a Modified GRT that would 1) increase the GRT to 2.5%; 2) extend the GRT to all rental residential properties so there is no longer an exemption for fewer than five units; and 3) remove the existing 10-year delay after issuance of certificate of occupancy. Council also recommended maintaining the current Measure O Gross Receipts Tax (“Measure O GRT”) uses of “funding programs to increase affordable housing and protect local residents from displacement and from homelessness.” On April 19, 2022,3 City Council discussed and provided further direction on the specific ballot measure concepts. Council directed staff to return on May 3, 2022 with draft ordinance language for consideration that would do the following:
· Apply a 2.5% tax on all rental residential properties, with specified exemptions; · Reduce the delay in collection of the tax from 10 years after a certificate of occupancy is issued down to 3 years;
· Exempt all nonprofits that provide affordable housing, not just those whose primary purpose is the provision of affordable housing;
· Ensure that income-restricted or inclusionary units are exempted; · Clarify that the intent is not to apply the gross receipts tax on the rental of single rooms in owner-occupied single-family homes nor accessory dwelling units (ADU’s); · Ensure the current language prohibiting the tax from being passed on to existing tenants in the form of rent increases or in any manner is strong enough to afford tenant protections; and
· Add rent relief to the advisory language on the potential uses of the tax revenue.

Analysis
The attached resolution includes a draft ordinance amending the City’s gross receipts business license tax and must be approved by at least four members of the City Council (a 2/3 vote) to be placed on the ballot for voter consideration. If approved, it authorizes the City Clerk to submit the ballot measure prior to the August 12, 2022 deadline.

The proposed GRT amendment requires a simple majority vote (50% of voters plus one additional voter) by the electorate in November 2022. If approved by voters, the Ordinance will amend Chapter 5.08 of the East Palo Alto Municipal Code.

The notable elements of the ordinance are as follows:
· Application: Remove 1-4 unit rental properties from the annual business license fee requirement (Section 5.08.120) and apply to the GRT instead (Section 5.08.125).

The business license tax would still apply to properties exempted from the gross receipts tax under Section 5.08.125.C.

5.08.120 - Rental of real property.
2 A recording of the April 5, 2022 City Council meeting and all meeting materials can be viewed at http://eastpaloalto.iqm2.com/Citizens/SplitView.aspx?Mode=Video&MeetingID=1806&MinutesID=1524&Format=Minutes&MediaFile Format=mpeg4.
3 A recording of the April 19, 2022 City Council meeting and all meeting materials can be viewed at http://eastpaloalto.iqm2.com/Citizens/SplitView.aspx?Mode=Video&MeetingID=1807&MinutesID=1526&Format=Minutes&MediaFile Format=mpeg4.

9.1 Packet Pg. 280
Every person or entity engaged in the business of renting or letting a building, structure or other property, or a portion of such building, structure or property, within the city for any purpose, including residential rentals, except for those engaged in the business of renting or letting one five or more residential units within the city, that is exempted from the tax imposed under Section 5.08.125 by subdivision C of Section 5.08.125, shall pay an annual license fee as provided in the fee schedule established by the city.

5.08.125 - Rental of five or more units of residential real property.

A. Notwithstanding Section 5.08.120, This section shall govern the taxation of gross receipts from the rental of five or more residential rental units in the City of East Palo Alto.

E. The city council may reduce the tax rate set forth in this section for rental of five or more dwelling units and may terminate any such reductions without further voter approval.
· Tax Imposed: Increase the City’s current gross receipts tax rate of 1.5% (1% increase to a rate of 2.5%).

5.08.125.B. Every person or entity engaged, directly or indirectly, including through an interest in another entity, in the business of renting or leasing of five or more dwelling units in the City of East Palo Alto shall pay an annual tax of two one and one-half percent (2.5% 1.5%) of gross receipts. · Exemptions: Clarify and add exemptions to Section 5.08.125.C.4 a. Dwelling units owned by nonprofit corporations renting affordable housing whether or not that is the primary purpose of the organization.

5.08.125.C.1. Dwelling units owned by a nonprofit corporation whose primary purpose is the provision of renting affordable housing; 5 b. Ensure the language exempts income-restricted or inclusionary units.

5.08.125.C.2. Dwelling units whose rents are controlled under state or federal law, deed restrictions, or agreements with public agencies, at rental rates that are affordable to households earning no more than eighty percent (80%) of AMI and whose tenants must be income-qualified;

5.08.125.C.3. Units occupied by tenants receiving monthly rental assistance (such as Section 8 vouchers or shelter + care) from the County of San Mateo Department of Housing;
4 Note that entities exempted from the gross receipts tax in this section are still subject to the business license tax. 5 In Section 5.08.290, the Municipal Code contains a partial exemption for nonprofit organizations from the gross receipts tax, but this exemption does not apply solely to housing rentals:

Nonprofit organizations, or corporations, or charitable organizations, other than those charitable organizations defined in Section

5.08.280 complying with the provisions of this section, shall be granted the nonprofit fee rate per one thousand dollars ($1,000.00) of gross receipts as provided in Section 5.04.020, and subject to the minimum fee provided in the fee schedule established by the city.

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The language currently in the code is sufficient to address City Council’s concern that income-restricted or inclusionary units, as well as Section 8 units, which are set at affordable rates, are clearly exempt.
c. Reduce the 10-year exemption to 3 years.

5.08.125.C.4. Any dwelling unit during the first ten (10) three (3) years after the issuance of a certificate of occupancy;
In order to ensure that new housing production is encouraged, the 10-year exemption was reduced to 3 years rather than completely eliminated. This can provide new housing developers enough time to stabilize before starting to pay the gross receipts tax.
d. Exempt individual room rentals.

5.08.125.C.5. An individual room without kitchen facilities rented in a residential dwelling unit
Language was added to clarify that individual room rentals within single family homes and other residential properties are exempt.
e. Exempt ADU and JADU rentals.

5.08.125.C.6. An Accessory Dwelling Unit (ADU) or Junior Accessory Dwelling Unit (JADU) as defined in Section 18.96.020.

Language was added stating that Accessory Dwelling Unit (ADU) and Junior Accessory Dwelling Unit (JADU) rentals are exempt.
· Use of General Tax Revenue: Maintain the advisory provision that revenues collected annually shall be dedicated to and used for funding programs to increase affordable housing and protect local residents from displacement and from homelessness; adds that revenues collected also be dedicated and used for rent relief and assistance.

5.08.125.G. The city council may use the funds generated for any purposes deemed necessary and appropriate for the benefit of the citizens of East Palo Alto. Periodically, council shall review housing policy, housing programs, and related issues to determine how and to what extent the city should establish and fund such programs, if any, to increase the supply of affordable housing and protect residents from displacement and homelessness, including the provision of rental assistance, in light of the city's budget cycle and other relevant funding cycles.
· Tenant Protections: Strengthen tenant protections language.

Section 5.08.120.F: The tax imposed by this chapter shall not be passed on to existing tenants in the form of rent increases or in any manner, including

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reduction in services or added charges for services, unless such pass through is constitutionally required. Any violation of this provision shall be a defense for a tenant in an unlawful detainer action. A violation of this provision shall be enforceable by an affected tenant.

Proposed Ballot Measure
The ballot measure cannot exceed 75 words (“City of East Palo Alto” is considered one word) and must be in a Yes/No format.

Staff recommends the following question:
“Shall the current City of East Palo Alto business tax of 1.5% of gross receipts on landlords with five or more residential rental units, which cannot be passed on to tenants, be set at 2.5% of gross receipts for all residential rental units, until terminated by voters or reduced by Council, raising approximately $1,480,000 annually for general government use, such as programs to increase affordable housing, provide tenant rental support and protect local residents from homelessness, be adopted?” Effective Date of New Tax
At the April 15 meeting, the City Council asked when the tax would take effect and when revenues would be collected.

Assuming the measure is passed by the voters in November, the tax would take effect when the City Council adopts the resolution declaring the results of the election, sometime in early December 2022. Amending the tax rate, however, does not alter the timeline for the collection of taxes.

In any given year, the tax owed by a landlord is based upon the gross receipts of the preceding fiscal year. As a result, the City will not see revenue from the revised tax rate until January 2024.

Ballot Measure Subcommittee
Staff recommends that City Council identify no more than two members of City Council to write an argument in support of the measure. The argument in favor can be signed by up to five individuals, including one or two member(s) of City Council.

Projected Revenue
The chart below illustrates the potential revenue from a Modified GRT. The potential total annual revenue generated from a 2.5% Modified GRT that applies to all rental properties is $2.05M, and the potential increase in annual revenue is $1.48M.

Table 1
Average
Annual
Revenues
from Measure
Estimated Annual Revenues from
Modified Gross

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O GRT
(FY2018/19-
FY2021/22)
5+ Units1 1 Unit 2-4 Unit Total
Revenue
(1+ Units)
Estimated Number of
Rental Parcels2
- 1,260  76  -
Estimated Units Per
Parcel3
- 1  2.3  -
Estimated Rental Units - 1260  172  -
Average Monthly Rent
Assumption4
- $2,700  $2,700  -
Gross Annual Rental
Income5
$38,303,333  $38,497,032 $5,255,155 $82,055,521

1.5% Tax $574,550  $577,455 $78,827 $1,230,833

2.5% Tax $957,583  $962,426 $131,379 $2,051,388
Increase from 1.5% to

2.5%
$383,033 $384,970 $52,552 $820,555
Potential Increase in
Revenue from Modified
GRT 6
$383,033  $962,426 $131,379 $1,476,838
Source: City of East Palo Alto FY 2021/22 Adopted Budget; PropertyRadar; David Rosen & Associates. Note that all figures are rounded.
1 These figures take the average of the annual fund revenues from the Measure O GRT between FY 2018/2019 to FY 2021/22 (as of 2/18/22). For the past three years, the City has been collecting the Measure O GRT from about 32 owners/property management companies. 2 Count excludes properties exempted by the Municipal Code Section 5.08.125.C. For 1-unit parcels, assumes that single-family residential parcels (SFR) and condo parcels (CND) without owner occupancy are rental units.
3 For 2-4-unit multi-family residential parcels (MFR), one unit is subtracted from the total unit count if the data indicates there is owner occupancy, resulting in an average of 2.3 units/parcel.
4 Average apartment rent per unit from RentCafe.com for January 2022. This may underestimate the average rent, especially for single-family units, which tend to be larger than apartment units.
5 Assumes 94.3% occupancy rate based on 2020 American Community Survey 5-Year Estimate on the rental vacancy rate in East Palo Alto, with margin of error of +/- 3.7. 6 Potential increase in revenue assumes full compliance and full recovery from COVID-19 pandemic.

Next Steps
A resolution calling the election, specifying the ballot measure, and ordering submission to the electors is attached.

If approved, the City Clerk will submit the resolution with the ballot measure language to the County Elections Official by August 12, 2022. The question will appear on the November 8,

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2022 ballot.

Fiscal Impact
A 2.5% Modified GRT on all rental properties equals approximately $1.48M in potential additional annual tax revenue. If approved by voters, the tax revenues will be placed into the General Fund for affordable housing purposes in accordance with the tax ordinance. If City Council chooses to proceed with a ballot measure, additional staff capacity is required for the actions described in this staff report.

On February 1, 2022, the City Council directed the City Manager to release a Request for Proposal (“RFP”) for Business License and Tax Administration Services.3 This RFP seeks a qualified firm to improve customer experience for payment of business-related taxes and to manage all operations, including collection of payments, reducing administrative burden on Finance staff. The selected firm will improve overall administration related to both the existing business license tax and gross receipts tax and would play a key role in implementation of a Modified GRT. Staff is currently reviewing the responses.

Public Notice
The public was provided notice of this agenda item by making the agenda and report available on the City’s website and on the City’s official bulletin board located outside City Hall at 2415 University Avenue, East Palo Alto.

Environmental
The action being considered does not constitute a “Project” within the meaning of the California Environmental Quality Act (CEQA), pursuant to CEQA Guideline section 15378 (b)(5), in that it is a government administrative activity that will not result in direct or indirect changes in the environment.

Attachments

1. Resolution

2. Exhibit A

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RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EAST PALO ALTO

CALLING AND ORDERING THE SUBMISSION TO THE QUALIFIED

ELECTORS OF THE CITY OF EAST PALO ALTO A MEASURE RELATING TO

A PROPOSED ORDINANCE INCREASING THE BUSINESS TAX FROM ONE AND A HALF PERCENT (1.5 %) OF GROSS RECEIPTS ON OWNERS OF RESIDENTIAL RENTAL UNITS TO TWO AND A HALF PERCENT (2.5%) AND

PROHIBITING THE PASS-THROUGH OF THE TAX TO TENANTS
WHEREAS, business taxes for the rental of residential property may be increased by a majority vote of the people, and
WHEREAS, residential rents in East Palo Alto have increased dramatically primarily due to high demand due to East Palo Alto’s location in the center of Silicon Valley, and large number of jobs created nearby, and
WHEREAS, in 1984 the citizens of East Palo Alto passed a strong rent control system which allowed a fair return to owner investment while not permitting large increases to the residents but changes in state law in 1999 weakened East Palo Alto’s system by imposing “vacancy decontrol” on rent stabilized apartments, allowing landlords to raise rents without limitation whenever a new renter moves in, and WHEREAS, as a result of “vacancy decontrol” and unprecedented market forces, real (inflation-adjusted) rents in East Palo Alto have increased and renters are paying more in rent, over and above the inflation adjustment for what is necessary for a fair return, and WHEREAS, dramatically increased rents transfer income from East Palo Alto residents to landlords of large rental properties, the majority of whom live outside of East Palo Alto, creating hardships for low and moderate-income tenants, draining the economic health of the community and increasing the need for public services of all kinds, including affordable housing and homelessness prevention, and
WHEREAS, by increasing the business tax on high residential rents, and applying the increase to all residential rental units, this measure will recapture a part of the rental income stream for the benefit of the entire community, and WHEREAS, a Consolidated General Municipal Election on Tuesday, November 8, 2022 has been called by Resolution Nos. ---and ---, adopted on ---- 2022,

9.1.a
Packet Pg. 286 Attachment: Resolution (2232 : Increased Gross Receipts Tax Ballot Measure for Affordable Housing Revenue)

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EAST PALO ALTO THAT:

SECTION 1. The City Council pursuant to its right and authority, does order to be submitted to the voters at a General Municipal election the following question:
“Shall the current City of East Palo Alto business tax of 1.5% of gross receipts on landlords with five or more residential rental units, which cannot be passed on to tenants, be set at 2.5% of gross receipts for all residential rental units, until terminated by voters or reduced by Council, raising approximately $1,480,000 annually for general government use, such as programs to increase affordable housing, provide tenant rental support and protect local residents from homelessness, be adopted?” YES
NO
SECTION 2. The full text of the proposed measure submitted to the voters is attached as Exhibit A to this Resolution, which is incorporated herein by this reference. To become effective, two-thirds of the City Council must vote to place the measure on the ballot and a majority of the voters voting on the measure must vote in the affirmative. The method of collection of the tax would be as specified in relevant sections of Chapter 5.04 of the Municipal Code governing the collection of business licenses taxes.

SECTION 3. The City Council hereby requests the San Mateo County Registrar of Voters to provide all services necessary to conduct the Election and to conduct and canvass the results of the Election. The City will reimburse San Mateo County for the actual cost incurred in conducting the election when the work is completed and upon receipt of a bill stating the amount due as determined by the elections official.

SECTION 4. In all particulars not recited in this Resolution, the election shall be held and conduced as provided by law for holding municipal elections.

SECTION 5. Notice of the time and place of holding the election is given and the City Clerk is authorized, instructed and directed to give further or additional notice of the election, in time, for and a manner as required by law. The hours during which the polling places for the Election shall be open shall be the hours established for the Consolidated Municipal Election.

SECTION 6. The City Clerk is hereby directed to do all things required by law to effectuate the Consolidated General Municipal Election, and to present the measure submitted herein to the electorate, including, but not limited to, required publications, postings, noticing and filings.

9.1.a
Packet Pg. 287 Attachment: Resolution (2232 : Increased Gross Receipts Tax Ballot Measure for Affordable Housing Revenue) SECTION 7. Pursuant to California Elections Code Section 9280, the City Council hereby directs the City Clerk to transmit a copy of this resolution to the City Attorney.

The City Attorney shall prepare an impartial analysis of the measure, not to exceed 500 words in length, showing the effect of the measure o the existing law and the operation of the measure, and transmit such impartial analysis to the City Clerk within fifteen (15) days of the adoption of this Resolution.

SECTION 8. Arguments for and against, not to exceed 300 words in length may be filed consistent with Elections Code Section 9282 requirements. The City Council declines, pursuant to the provisions of Section 9285 of the Elections Code to permit rebuttal arguments.

SECTION 9. The City Clerk is herby directed to file a certified copy of this Resolution with the San Mateo County Board of Supervisors and the San Mateo County Registrar of Voters.

ADOPTED this --
th day of --- 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

SIGNED:

Ruben Abrica, Mayor
ATTEST: APPROVED AS TO FORM:

James Colin, Acting City Clerk Valerie J. Armento, Interim City Attorney

9.1.a
Packet Pg. 288 Attachment: Resolution (2232 : Increased Gross Receipts Tax Ballot Measure for Affordable Housing Revenue) ORDINANCE NO.

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF EAST PALO ALTO INCREASING THE BUSINESS TAX TO TWO AND A HALF PERCENT (2.5 %) OF

GROSS RECEIPTS ON OWNERS OF RESIDENTIAL RENTAL UNITS AND

PROHIBITING THE PASS-THROUGH OF THE TAX TO TENANTS
THE PEOPLE OF THE CITY OF EAST PALO ALTO ORDAIN AS FOLLOWS:

Section 1. Findings and declarations.

The People of East Palo Alto find and declare as follows:
a. Business taxes on the rental of residential property may be increased by a vote of the people.
b. Any increase in this tax cannot be passed on to tenants protected by the City’s rent ordinances and regulations and likely will not be passed on to other renters since landlords already typically charge rents to the maximum the market will bear. c. Residential rents in East Palo Alto have increased primarily due to high demand due to East Palo Alto’s location in the center of Silicon Valley, and large number of jobs created nearby.
d. In 1984 the citizens of East Palo Alto passed a strong rent control system that allowed a fair return to landlord investment while not permitting large increases to the residents. In 1999 the State legislature weakened East Palo Alto’s system by imposing “vacancy decontrol” on rent stabilized apartments, which allows landlords to raise rents without limitation whenever a new renter moves in. Over 85% of East Palo Alto’s older rental apartments have now had vacancy increases. Newer buildings are entirely exempt from rent stabilization.
e. As a result of “vacancy decontrol” and unprecedented market forces, real (inflationadjusted) rents in East Palo Alto have increased and renters are paying more in rent, over and above the inflation adjustment for what is necessary for a fair return. f. Increased rents transfer income from East Palo Alto residents to landlords of large rental properties, the majority of whom live outside of East Palo Alto. This transfer creates hardships for low and moderate-income tenants, drains the economic health of the community (less money for families to spend on local shopping and services) and increases the need for public services of all kinds, including affordable housing and homelessness prevention.

9.1.b
Packet Pg. 289 Attachment: Exhibit A (2232 : Increased Gross Receipts Tax Ballot Measure for Affordable Housing Revenue) g. By expanding the coverage of the tax imposed in 2016 and increasing the amount of the business tax on residential rents, this measure will capture a part of the rental income stream for the benefit of the entire community.

Section 2. Section 5.08120 of the East Palo Alto Municipal Code is amended to read as follows:

5.08.120 Rental of real property
Every person or entity engaged in the business of renting or letting a building, structure or other property, or a portion of such building, structure or property, within the city for any purpose, including residential rentals that is exempted from the tax imposed under Section

5.08.125 by subdivision C of Section 5.08.125, shall pay an annual license fee as provided in the fee schedule established by the city.

Section 3. Section 5.08.125 of the East Palo Alto Municipal Code is amended to read as follows:

5.08.125 Rental of residential real property.

A. This section shall govern the taxation of gross receipts from the rental of residential units in the city of East Palo Alto.

B. Every person or entity engaged, including through an interest in another entity, in the business of renting or leasing dwelling units in the City of East Palo Alto shall pay an annual tax of two and one-half percent (2.5%) of gross receipts.

C. Gross receipts from the following categories of dwelling units shall not be subject to this section, but shall be subject to section 5.08.120:

1. Dwelling units owned by a nonprofit corporation renting affordable housing;

2. Dwelling units whose rents are controlled under state or federal law, deed restrictions, or agreements with public agencies, at rental rates that are affordable to households earning no more than eighty percent (80%) of AMI and whose tenants must be income-qualified;

3. Units occupied by tenants receiving monthly rental assistance (such as Section 8 vouchers or Shelter + Care) from the County of San Mateo Department of Housing;

4. Any dwelling unit during the first three (3) years after the issuance of a certificate of occupancy;

9.1.b
Packet Pg. 290 Attachment: Exhibit A (2232 : Increased Gross Receipts Tax Ballot Measure for Affordable Housing Revenue)

5. An individual room without kitchen facilities rented in a residential dwelling unit; and

6. An Accessory Dwelling Unit (ADU) or Junior Accessory Dwelling Unit (JADU) as defined in Section 18.96.020.

D. Any person or entity otherwise subject to the tax imposed under this section may seek a one year hardship exemption due to exceptional circumstances. The rent stabilization administrator may approve such applications for good cause, such good cause being determined in accordance with standards set out in the City Rent Stabilization and Just Cause for Eviction Ordinance, Chapter 14.04 of the East Palo Alto Municipal Code.

Such approvals shall be in writing and specifically state the factors that constitute good cause. Any hardship exemption shall be effective for one tax year only, after which it will expire. Taxpayers who seek hardship exemptions must reapply every year.

E. The city council may reduce the tax rate set forth in this Section and may terminate any such reductions without further voter approval.

F. The tax imposed by this chapter shall not be passed on to existing tenants in the form of rent increases or in any manner, including reduction in services or added charges for services, unless such pass-through is constitutionally required.

G. The city council may use the funds generated for any purposes deemed necessary and appropriate for the benefit of the citizens of East Palo Alto. Periodically, council shall review housing policy, housing programs, and related issues to determine how and to what extent the city should establish and fund such programs, if any, to increase the supply of affordable housing and protect residents from displacement and homelessness, including the provision of rental assistance, in light of the city's budget cycle and other relevant funding cycles.

Section 5. Conflicting Measures.

This measure is intended to be comprehensive and fully address and occupy the field of taxation of receipts from the rental of dwelling units, and real property and buildings in general. It is the intent of the people of the City of East Palo Alto that in the event this measure and any other measure relating to taxation of receipts from the rental of dwelling units, or real property and buildings in general, appear on the same ballot, the provisions of the other measure shall be deemed in their entirety to be in conflict with this measure. If this measure receives a greater number of affirmative votes than any conflicting measure or measures, this measure shall prevail in its entirety, and all provisions of such other measure or measures shall be null and void in their entirety. If this measure is approved by the voters but does not receive a greater number of affirmative votes than any other measure(s) appearing on the same ballot relating to taxation of receipts from the rental of dwelling

9.1.b
Packet Pg. 291 Attachment: Exhibit A (2232 : Increased Gross Receipts Tax Ballot Measure for Affordable Housing Revenue) units, or real property and buildings in general, then this measure shall take effect to the extent not in conflict with any other measure(s).

Section 6. Severability.

If any word, phrase, sentence, part, section, subsection, or other portion of this Ordinance, or any application thereof to any person or circumstance is declared void, unconstitutional, or invalid for any reason, then such word, phrase, sentence, part, section, subsection, or other portion, or the prescribed application thereof, shall be severable, and the remaining provisions of this chapter, and all applications thereof, not having been declared void, unconstitutional or invalid, shall remain in full force and effect. The People of the City of East Palo Alto hereby declare that they would have passed this ordinance, and each section, subsection, sentence, clause and phrase thereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases had been declared invalid or unconstitutional.

9.1.b
Packet Pg. 292 Attachment: Exhibit A (2232 : Increased Gross Receipts Tax Ballot Measure for Affordable Housing Revenue)

EAST PALO ALTO

CITY COUNCIL

STAFF REPORT
DATE: May 3, 2022
TO: Honorable Mayor and Members of the City Council
VIA: Patrick Heisinger, Interim City Manager
BY: Patrick Heisinger, Interim City Manager
SUBJECT: Update on the Municipal Service Review for the City of East Palo Alto, the East Palo Alto Sanitary District, and the West Bay Sanitary District Recommendation
By motion,

1. Provide staff with direction regarding any proposed amendments or modifications to the attached letter.

2. Direct the Interim City Manager to send the attached letter (Attachment 1) to the San Mateo Local Agency Formation Commission (SMLAFCo) to serve as the City’s official response to the Draft Municipal Service Review (MSR) for the City of East Palo Alto (City), the East Palo Alto Sanitary District (EPASD), and the West Bay Sanitary District (West Bay).

Alignment with City Council Strategic Plan
This recommendation is primarily aligned with:

Priority No. 2: Enhance Economic Vitality
Priority No. 4: Improve Public Facilities and Infrastructure Priority No. 6: Create a Healthy and Safe Community
Background
On October 20, 2020, the City Council directed the City Manager to send a letter to SMLAFCo requesting that an MSR and sphere of influence update for the EPASD be conducted as soon as possible. On October 21, 2020, SMLAFCo agreed to conduct an MSR that encompasses the EPASD, the City, and West Bay SD.

On May 19, 2021, SMLAFCo, in partnership with a consultant, initiated the MSR. For nearly ten (10) months, the consultant reviewed extensive financial and programmatic documentation from and related to the City, EPASD, and West Bay. The consultant then used that

9.2 Packet Pg. 293
information to develop a list of key findings for each agency.

On April 5, 2022, the Draft MSR was made available for public review. On April 6, 2022, SMLAFCo hosted a virtual public meeting at which the key findings of the MSR were presented. The MSR can be accessed at the following link:
https://lafco.smcgov.org/sites/lafco.smcgov.org/files/documents/files/EPA-EPASDWBSD_MSR-Update_2022-03-28_DRAFT.pdf.

On April 19, 2022, the City Council heard an informational presentation from Rob Bartoli, San Mateo Local Agency Formation Commission (SMLAFCo) Executive Officer, regarding the draft MSR, and directed staff to return to the City Council on May 3, 2022 with a draft letter for City Council consideration that would become the City’s official response to the draft MSR.

On April 20, 2022, the SMLAFCo Commission held a public meeting on the draft MSR. The SMLAFCo Commission voted 6-1 to accept the draft MSR and directed the Executive Director to place consideration of the Updated MSR on the Commission’s June 15, 2022 agenda.

Analysis
The draft letter is included as Attachment 1 to this staff report.

Staff will make a presentation to the City Council on May 3, 2022 regarding the contents of the draft letter.

Timeline of Next Steps

DRAFT MSR TIMELINE
DATE | MONTH TIME EVENT | MILESTONE
May 3. 2022 6:30 PM
City Council discussion and consideration of staff
recommendation to adopt a formal position on the Draft
MSR
May 5, 2022 5:00 PM Deadline for interested parties to submit comments to the draft MSR
May/June 2022 TBD SMLAFCo to public final revisions to the Draft MSR July 2022 TBD Final SMLAFCo Public Hearing
Fiscal Impact
There are no fiscal impacts associated with this City Council update regarding the information described in the staff report.

Public Notice
The public was provided notice by making the agenda and report available on the City’s website and on a bulletin board located at City Hall: 2415 University Avenue, East Palo Alto.

Environmental

9.2 Packet Pg. 294
The action being considered does not constitute a “Project” within the meaning of the California Environmental Quality Act (CEQA), pursuant to CEQA Guideline section 15378 (b)(5), in that it is a government administrative activity that will not result in direct or indirect changes in the environment.

Attachments

1. Draft City Response to the MSR

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CITY OF EAST PALO ALTO
Office of the City Manager
May 5, 2022
Rob Bartoli
Executive Officer
San Mateo Local Agency Formation Commission
455 County Center, 2nd Floor
Redwood City, CA 94063
[email protected]
RE: Municipal Service Review Updates for the City of East Palo Alto, East Palo Alto Sanitary District, and West Bay Sanitary District
Mr. Bartoli,
This letter serves as the City of East Palo Alto’s official response to the Draft Municipal Service Review (MSR) for the City of East Palo Alto (EPA), East Palo Alto Sanitary District (EPASD), and West Bay Sanitary District (West Bay) published by your agency on March 28, 2022.

On behalf of the City Council, staff, and the community of East Palo Alto, I want to thank you and the team at Berkson Associates for investing so much time in understanding and reviewing this critical issue.

The Draft MSR is a comprehensive document that provides robust analysis of the three subject entities and an accurate account of current issues impacting the ability of the East Palo Alto Sanitary District to meet the needs of East Palo Alto residents and taxpayers to advance new development ranging from individual accessory dwelling units (ADUs) to larger development projects consistent with the General Plan.

Development that is stalled due to inadequate sewer infrastructure is essential to meet the City’s affordable housing and employment opportunities and accommodate much needed services including a health care clinic and job training facility to the benefit of city residents and taxpayers.

Since its incorporation in 1983, the City has struggled to achieve economic growth and financial sustainability, especially in comparison to other nearby communities. To address this reality, the City’s leadership has ensured a strong focus on actions that strengthen the City’s economic profile, with the ultimate goal of improving the lives and enhancing the well-being of East Palo Alto residents. To that end, the City became successor to the East Palo Alto County Waterworks District in 2001 and the

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Packet Pg. 296 Attachment: Draft City Response to the MSR (2228 : Update on the Municipal Service Review for the City of East Palo Alto, the East Palo Alto Ravenswood Lighting and Drainage Maintenance Districts in 2005. Establishing the EPASD as a subsidiary district of the City, an alternative supported by the MSR, would make the City whole as a land use agency and utility provider.

From 2010 to present, the City, City Council, and residents advanced several policy and development actions to support the City’s affordable housing and economic development goals, as shown in the table below:

CITY OF EAST PALO ALTO ADVANCEMENTS IN POLICY AND DEVELOPMENT Year Action
2013 Approval of the Ravenswood / 4 Corners Transit Oriented Development (TOD) Specific Plan
2016 Approval of the Vista 2035 East Palo Alto General Plan 2017
Approval of Water Rights Transfer Agreement with the City of Mountain View to provide adequate water to support the City’s future development objectives
2018
Passage of Measure HH (by 79.58%), a $2.50 per square foot tax on certain development to support the City’s affordable housing goals and provide residents with access to jobs in the S.T.E.M and building trades 2019
Approval of City-Wide Development Impact Fee Program to ensure new development in the City provides fair-share contributions to pay for much needed infrastructure
2020 Approval of new contractor (Veolia North America1
) to operate and
maintain the City’s water system
2022 (In process) Potential update to the General Plan to account for additional growth
The City Council and staff have demonstrated a strong commitment to positioning the City to achieve a level of economic self-sufficiency to improve the quality of life for residents, business owners, and visitors.

For the last three years, several members of the City Council, City staff, consultants, and other stakeholders have attempted to collaborate with EPASD in an effort to develop solutions that would: 1) facilitate the advancement of City-approved development projects, and 2) ensure that those interested in developing in East Palo Alto are able to obtain the necessary information to make informed decisions. To date, very little tangible progress has been made. There has been one (1) project for which EPASD committed in an agreement to provide a sewer connection once the development was completed, and the EPASD has failed to meet the timelines specified in that agreement. Subsequently, the EPASD has stated that they will agree to a revised timeline, dependent upon the receipt of payment from the developer or City that is not based on any agreed-upon calculation.
1 Veolia North America also operates and maintains sanitation infrastructure in other communities.

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Packet Pg. 297 Attachment: Draft City Response to the MSR (2228 : Update on the Municipal Service Review for the City of East Palo Alto, the East Palo Alto Considering the amount of time and effort that the City has committed to coordinating with EPASD, the lack of progress to date essentially has created a development moratorium in the City. The City’s land use authority is being significantly compromised, as funding demands from EPASD may prevent all development from moving forward.

In addition to this major concern, the City submits other information in response to the Draft MSR, including:
• Failure to implement the capital improvement plan for the aging sanitary sewer infrastructure poses a public health and safety risk to current East Palo Alto residents and impedes even minor development such as accessory dwelling units by existing rate payers
• City Attempts to Interface with EPASD of Policy Initiatives and Development Projects • City Grant Experience Since 2010
• Additional Meetings and Coordination
Failure of EPASD to Implement Capital Improvement Plan (CIP) The MSR documents that aside from improvements needed for new development, there is an estimated cost of $23.9 million to replace and upsize pipe sections to eliminate potential surcharges and sanitary sewer overflows (SSOs). The District’s failure to implement the CIP poses health and safety risk to the current rate payers. In addition, current residents are unable to obtain “will serve letters” for accessory dwelling units permitted by State law and the City General Plan.

City Attempts to Interface with EPASD on Policy Initiatives and Development Projects
On several occasions, representatives from the EPASD stated publicly they have not been informed of the City’s General Plan/Zoning Update, nor have they received notice of new development projects being considered for City approval. However, the current chair of the EPASD Board of Directors is acknowledged as a key contributor in the City’s General Plan document. Regarding notification about potential City development projects, the table below illustrates the submission timeline for key policy documents (General Plan/Development Code) that are required to be submitted by the City to all agencies for each project. All the documents identified in the chart below also are available in the State Clearinghouse database located at: https://ceqanet.opr.ca.gov

CITY POLICY DOCUMENTS SUBMISSION TIMELINE
Policy/Project (Notice of
Preparation) NOP Draft EIR Final EIR
General Plan Update 3rd September, 2014 January, 2016 August, 2016 Zoning Update 3rd September, 2014 N/A- Exempt N/A- Exempt Primary School 18th May, 2017 5 November, 2018 April, 2019 965 Weeks N/A-MND N/A-MND N/A - MND
Light Tree N/A-MND N/A-MND N/A - MND
Sobrato Phase II 18th May, 2017 December, 2018 September, 2019

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Packet Pg. 298 Attachment: Draft City Response to the MSR (2228 : Update on the Municipal Service Review for the City of East Palo Alto, the East Palo Alto 2020 Bay Road 18th May, 2017 TBD TBD
The project notification process involves documented communication with EPASD, in addition to invitations to community meetings that have been extended to the District.

City Grant Experience Since 2010
As mentioned in the Draft MSR, the City has pursued many grants to support essential projects, in alignment with the infrastructure and construction needs of the City. In the last ten years, the City has received more than $110 Million in Federal, State, County, and other grants to support City infrastructure projects and initiatives. An additional $18 Million in grants is pending, as the City awaits notification of potential awards.

Not every grant application submitted by the City has been successful, but every grant process is beneficial because the City gains an understanding of possible improvements to future applications. Since 2010, the City has submitted grant proposals amounting to $31 Million that were not selected.

Many grant and low-interest loan options could be sought to improve the sanitation infrastructure immediately. The City agrees that significant efficiencies in planning and seeking financing for the City’s water system and sanitation infrastructure may be achieved.

Additional Meetings and Coordination
From May through October 2020, the City of East Palo Alto – East Palo Alto Sanitary District (EPASD) Joint Intergovernmental Committee (Committee) hosted seven meetings to identify strategies for advancing City-approved development projects, with specific attention to projects requiring entitlements from EPASD.  The Committee was comprised of two EPASD Board Directors and two City Council members.

While City staff is grateful the Committee was reestablished to discuss critical topics of mutual importance for EPASD and the City, the work of facilitating, hosting, supporting, and managing all meetings was the sole burden of the City. Due to a reported lack of capacity and interest by EPASD, the City was required to draft all meeting reports in accordance with the Brown Act and host every virtual meeting. As such, the City contributed hundreds of staff hours, including City Clerk and City Attorney time, while EPASD provided very little assistance to supporting these joint meetings and offered little in collaboration.

From past practice, these joint meetings will continue to present an unbalanced burden on the City unless different expectations are established. For example, the City would consider the joint meetings be conditioned upon two things: 1) the District matching staff time in conducting the joint meetings and 2) the joint meetings focus on the illustrative CIP Finance Plan contained on page 147 in the MSR.

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Packet Pg. 299 Attachment: Draft City Response to the MSR (2228 : Update on the Municipal Service Review for the City of East Palo Alto, the East Palo Alto In conclusion, the City is greatly appreciative of the thorough analysis in the Draft MSR and the recommendations aimed at resolving documented inadequacies of the sewer infrastructure, lack of a CIP, and impasse regarding a funding formula to eliminate an intractable barrier to the achievement of critical City goals. For the past decade and beyond, the City has consistently built its capacity to attain economic self-sufficiency, through policy decisions, funding options, and strategies that result in beneficial development. The current issue of ensuring the District’s sanitation infrastructure can support City-approved development is a challenge that must be resolved so all residents may benefit from citywide improvements and mindful growth.

Sincerely,
Patrick Heisinger
Interim City Manager

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Packet Pg. 300 Attachment: Draft City Response to the MSR (2228 : Update on the Municipal Service Review for the City of East Palo Alto, the East Palo Alto

EAST PALO ALTO

CITY COUNCIL

STAFF REPORT
DATE: May 3, 2022
TO: Honorable Mayor and Members of the City Council
VIA: Patrick Heisinger, Interim City Manager
BY: James Colin, Executive Assistant
James Colin, Executive Assistant
SUBJECT: COVID-19 Vaccination Program Regular Update
Recommendation
Discuss the COVID-19 vaccination program update and provide direction to staff.

Alignment with City Council Strategic Plan
This recommendation is primarily aligned with:

Ø Priority #5: Improve Communication and Enhance Community Engagement Ø Priority #6: Create a Healthy and Safe Community
Background
On a weekly basis the Mayor and Vice Mayor meet with key staff to discuss and coordinate City of East Palo Alto COVID-19 Vaccination Program efforts and progress.

The purpose of this report is to present the information regarding the abovementioned program and efforts in an open forum engaging all members of the Council and the public.

Analysis
See Attachment 1.

The attachments included in this report routinely cover the items typically discussed at the COVID-19 vaccination briefing with the Mayor and Vice Mayor as well as key staff.

The format is discussed as follows:

1. Review of previous week vaccination efforts. This item identifies each event by the date

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at which it occurred, the time, the location provider, the address, and the vaccination numbers (sometimes by vaccination type and 1st or 2nd dose).

2. Review of upcoming vaccination events for the week. This follows the same content format as number 1 but concentrates on the efforts to make the upcoming event organized and successful.

3. Outreach efforts (not always discussed). This item typically involved a review of outreach efforts as discussed in item 2 but in more detail and/or a change in strategy as circumstances may change.

4. Future Efforts

5. Incentives (Previously considered).

Public Notice
The public was provided notice of this agenda item by posting the City Council agenda on the City’s official bulletin outside City Hall and making the agenda and report available at the City’s website and the San Mateo County Library at 2145 University Avenue, East Palo Alto.

Fiscal Impact
N/A as this is an informational report.

Environmental
The action being considered by the City Council is exempt from the California Environmental Quality Act (CEQA) because it is not a “project” pursuant to 15378(b)(4) because it is a fiscal activity which does not involve any commitment to any specific project which may result in a potentially significant impact on the environment.

Attachments

1. Draft Vaccination Meeting Agenda 5-3-2022

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Vaccination Meeting Agenda
Tuesday, May 3, 2022

1. Review of previous week vaccination efforts:

Ravenswood Family Health Clinic

2. Review of Upcoming vaccination event for week
Day Partners Pop.

Age Time Location Address
Tuesday County of San
Mateo/Lookout Health 5+ 3:00 am – 7:00 pm
Lewis & Joan Platt
East Palo Alto Family
YMCA
2180 Euclid Ave.

Thursday County of San Mateo 12+ 6:00 am – 9:00 pm
Lewis & Joan Platt
East Palo Alto Family
YMCA
2180 Euclid Ave.

Saturday Ravenswood Family
Health Clinic 5+ 9:00 am – 11:00 am Ravenswood Family
Health Clinic 1885 Bay Rd.

Saturday County of San Mateo/
Stanford 5+ 11:00 am – 6:00 pm Woodland Park
Apartments 2021 Euclid Ave.

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Packet Pg. 303 Attachment: Draft Vaccination Meeting Agenda 5-3-2022 (2240 : COVID-19 Vaccination Program Regular Update)

3. Review of Testing Sites
*The Ravenswood City School District and the Sequoia Union High School District each have additional COVID testing capabilities for students of the districts. Any student or caregiver may contact either District’s main office to learn about how to secure a rapid test for the student.

Date Time Location Address
Tuesday - Thursday 11:00am –
4:00pm Ravenswood Shopping Center 1781 E Bayshore Rd, Palo Alto, CA 94303
Tuesday 3:00pm –
7:00pm
Lewis And Joan Platt East Palo
Alto Family YMCA 2180 Euclid Ave, East Palo Alto, CA
Thursday 6:00pm –
9:00pm
Lewis And Joan Platt East Palo
Alto Family YMCA 2180 Euclid Ave, East Palo Alto, CA
Monday - Friday
12:00pm7:00pm
(weekends
10am-4pm)
(Stanford) North Fair Oaks -
Drive Through 2685 Bay Road, Redwood City, CA
Thursday Only 8:00am8:00pmNorth Fair Oaks Library 2500 Middlefield Rd, Redwood City

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Packet Pg. 304 Attachment: Draft Vaccination Meeting Agenda 5-3-2022 (2240 : COVID-19 Vaccination Program Regular Update)

East Palo Alto City CouncilMay 3, 2022

East Palo Alto City Council
May 3, 2022