Menlo Park City Council
November 15, 2022

City of Menlo Park Mitigation Monitoring and Reporting Program Willow Village Master Plan Project
Mitigation Monitoring and Reporting Program 20 November 2022

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construction, the rail segments will be returned to their preconstruction location in Willow Road on new ballast and ties or other appropriate material for the rail crossing. The preservation plan shall be reviewed and approved by the City and SamTrans prior to the issuance of demolition permits related to construction activities within Willow Road, and the Project Sponsor will incorporate the recommended protective measures into construction specifications.

IMPACT BEING ADDRESSED: Archaeological Resources. The Proposed Project would cause a substantial adverse change in the significance of an archaeological resource pursuant to Section 15064.5. (Impact CR-2) Implement Project Mitigation Measures TCR-1.1 and TCR-1.2, below (see Tribal Cultural Resources)
See below. See below. See below. See below.

ConnectMenlo Mitigation Measure CULT-2a (Modified) Stop Work if Archaeological Material or Features Are Encountered during Ground-Disturbing Activities.

If a potentially significant subsurface cultural resource is encountered during ground-disturbing activities on any parcel in the city, all construction activities within a 100-foot radius of the find shall cease until a qualified archeologist determines whether the resource requires further study. In addition, if a potentially significant subsurface cultural resource is encountered during ground-disturbing activities within the California Department of Transportation (Caltrans) right-of-way, the Caltrans District 4 Office of Cultural Studies shall be immediately contacted at [510] 847-1977). All developers in the Study Area shall include a standard inadvertent discovery clause in every construction contract to inform contractors of these requirements. Any previously undiscovered resources found during construction activities shall be recorded on appropriate DPR forms and evaluated for significance in terms of CEQA criteria by a qualified archeologist in accordance with Project Mitigation Measure TCR1.2.

Stop work if
archaeological
materials and/or
cultural resources
are discovered
and determine
whether resource
requires further
study.

Initiated after a find
is made during
construction, with
regularly scheduled
site inspections
thereafter
Project Sponsor/
qualified
archaeologist
approved by CDD
CDD
Resolution No. XXXX

City of Menlo Park Mitigation Monitoring and Reporting Program Willow Village Master Plan Project
Mitigation Monitoring and Reporting Program 21 November 2022

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IMPACT BEING ADDRESSED: Human Remains. The Proposed Project could disturb human remains, including those interred outside of dedicated cemeteries. (Impact CR-3)
Implement Project Mitigation Measures TCR-1.1, TCR-1.2, TCR-2.1, and ConnectMenlo Mitigation Measure CULT-4
(Modified), below (see Tribal Cultural Resources)
See below. See below. See below. See below.

Biological Resources
IMPACT BEING ADDRESSED: Indirect Impacts on Special-Status Species. The Proposed Project would result in substantial predation among special-status bird and mammal species that breed in the nearby brackish marshes and may forage, in the case of special-status birds, in the Project area. (Impact BIO-2)
Project Mitigation Measure BIO-2.1: Feral Cat Management Program. The Project Sponsor shall implement a feral cat management program, similar to the program developed in conjunction with the Peninsula Humane Society and the Society for the Prevention of Cruelty to Animals for the East Campus in 2013. Prior to the program being implemented, the program developer shall coordinate with local humane societies and animal service centers to identify facilities able to take cats. The program coordinator shall coordinate with facilities receiving cats to ensure that efforts are made to attempt to reunite any inadvertently trapped pet cat with its owners.

For one week every 3 months (i.e., each quarter), three live trap cages, designed to trap domestic cats, shall be placed around the perimeter of the main Project Site in locations where feral cats are likely to prey upon native wildlife species. The traps shall be deployed and maintained by a qualified trapping professional (such as an animal management company or other trained and experienced animal or wildlife professional). The duration of traps shall be coordinated with the specified intake facility so that the facility is prepared and open to receive trapped cats.

Each trap cage shall be monitored and maintained on a daily basis during the week when traps have been set to determine whether a cat has been caught and whether the trap has
inadvertently captured a non-target species (e.g. pet cat or Implement a feral
cat management
program.

Ongoing beginning
with occupancy of
the first building at
a level of
extensiveness
commensurate with
the level of
development and
based on reasonable
data (e.g., nearby
feral cat
management
efforts).

Trap cages must be
placed for 1 week
every 3 months (i.e.,
each quarter) for
the duration of
Project operation.

Project Sponsor/
qualified trapping
professional
CDD
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City of Menlo Park Mitigation Monitoring and Reporting Program Willow Village Master Plan Project
Mitigation Monitoring and Reporting Program 22 November 2022

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wildlife). Traps shall not be deployed during extreme weather (e.g., heat, cold, rain). Traps shall contain water and be at least partially covered where feasible to attempt to reduce stress of trapped animals.

If a cat is caught, the qualified professional shall transport the trapped cat as soon as practicable to the local humane society or animal service center that accepts trapped cats. If an animal other than a feral cat is caught in one of the traps, such as a suspected pet cat (e.g. cat with a collar) or wildlife, it shall be released immediately at the trap location.

Because there are residences within and adjacent to the Project Site and the area where the Feral Cat Management Program will take place, efforts will be taken to ensure that residences are aware of the program to avoid inadvertent trapping and removal of pet cats. Visible signage shall be installed a week in advance of trapping and shall remain installed for the duration of trapping.

The signs will have contact information should residents have questions or concerns.

IMPACT BEING ADDRESSED: Impacts on Riparian Habitat and Other Sensitive Natural Communities. Project demolition and construction would affect riparian habitat and other sensitive natural communities. (Impact BIO-3) Project Mitigation Measure BIO-3.1: Avoid and Minimize
Impacts on Riparian Habitat and Other Sensitive Natural Communities. To the extent feasible, construction activities should avoid or minimize the removal of wetland vegetation or the placement of fill in the wetlands immediately north and northeast of the Project Site. If all direct impacts on wetlands (i.e., vegetation removal, loss, and fill) are avoided, Mitigation Measures BIO-3.2 and BIO-3.3 would not need to be
implemented. However, if any wetland vegetation needs to be removed from the wetlands, or any fill needs to be placed in the wetlands, or post-construction conditions result in vegetation loss, Mitigation Measure BIO-3.2 (and Mitigation Measure BIO-3.3 if permanent impacts would occur) shall be implemented.

Avoid and
minimize the
removal of
wetland
vegetation or
placement of fill in
wetlands.

During construction Project Sponsor/
contractor(s)
CDD
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City of Menlo Park Mitigation Monitoring and Reporting Program Willow Village Master Plan Project
Mitigation Monitoring and Reporting Program 23 November 2022

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Project Mitigation Measure BIO-3.2: In-Situ Restoration of Temporary Impacts. If impacts on the wetlands immediately north of the Project Site are temporary, resulting in vegetation removal or temporary fill within the wetland but no
permanent fill, then the wetland area shall be restored by the Project Sponsor following construction. The herbaceous
seasonal wetlands are likely to become recolonized easily without the need for seeding and planting as long as their existing hydrology and topography are restored following temporary impacts. There is some potential for the arroyo willow clumps in the isolated forested wetland to regrow from cut stumps. In such a case, the in-situ restoration shall involve simply protecting the area with exclusion fencing following construction to allow for regrowth of vegetation.

For temporary impacts involving removed willow root masses where in-situ restoration is still an option, a more detailed restoration plan shall be developed. The mitigation shall, at a minimum, achieve no net loss of wetland acreage (i.e.,
jurisdictional wetlands lost to fill shall be replaced through the creation or restoration of wetland habitat of the same type as the affected habitat [either forested or herbaceous seasonal] at a minimum ratio of 1:1 on an acreage basis or as otherwise required by any state or federal permitting agencies) or ecological functions and values through the restoration and enhancement of the affected wetlands to a level equal to or greater than the baseline condition of the existing wetlands.

An in-situ restoration approach could involve salvaging wetland plant material prior to construction (e.g., willow cuttings or willow clumps, in the case of the isolated forested wetland) and then replanting the material if the seasonal timing of construction is appropriate. United States Army Corps of Engineers (USACE) and/or Regional Water Quality Control Boards (RWQCB) approvals may be required to
authorize temporary impacts on these features.

If impacts on
wetlands are
temporary,
restore wetlands
to preconstruction
conditions and
prepare a
restoration plan, if
needed.

Immediately
following
construction (if
applicable)
Project Sponsor CDD/USACE/
RWQCB
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City of Menlo Park Mitigation Monitoring and Reporting Program Willow Village Master Plan Project
Mitigation Monitoring and Reporting Program 24 November 2022

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Project Mitigation Measure BIO-3.3: Provide Compensatory Mitigation. If any permanent fill or permanent loss of the isolated forested wetland or the herbaceous seasonal
wetlands occurs, the Project Sponsor shall provide new
wetland habitat of the same type (either forested or
herbaceous seasonal) to offset this impact, either through the creation, enhancement, or restoration of wetlands in an appropriate location or through the purchase of mitigation credits from a USACE- or RWQCB-approved wetland
mitigation bank. The purchase of such credits shall serve as full mitigation for impacts on these wetland features.3 If Project-specific creation, enhancement, or restoration of wetland habitat is implemented, habitat shall be restored or created at a minimum ratio of 2:1 (compensation: impact) on an acreage basis or as otherwise required by any state or federal permitting agencies. This ratio is not higher because of the relatively low quality of the wetlands on the Project Site relative to the more extensive, less fragmented wetlands elsewhere in the region, and it is not lower because of the temporal loss of wetland functions and values that would result from the lag between impacts on the wetlands and maturation of the mitigation habitat. USACE and/or RWQCB approvals may be required to authorize permanent impacts on this feature.

To the extent that compensatory mitigation is not provided by purchasing mitigation credits from a USACE- or RWQCBapproved wetland mitigation bank, then, if feasible, compensation shall be provided by creating, enhancing, or restoring wetland habitat so as to achieve the 2:1 ratio somewhere in San Mateo County or as otherwise required by any state or federal permitting agencies. A qualified biologist If impacts on
wetlands are
permanent,
provide new
wetland habitat of
the same type or
purchase
mitigation credits
to offset any
impacts on
wetlands and
prepare a wetland
mitigation and
monitoring plan, if
needed.

Immediately
following
construction (if
applicable)
Project Sponsor/
qualified biologist

CDD/USACE/
RWQCB

3 Refer to U.S. Army Corps of Engineers 33 CFR Part 325 and State Water Resources Control Board’s State Wetland Definition and Procedures for Discharges of Dredged or Fill Material to Waters of the State (April 2, 2019), pages 28 and 29.

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City of Menlo Park Mitigation Monitoring and Reporting Program Willow Village Master Plan Project
Mitigation Monitoring and Reporting Program 25 November 2022

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shall develop a wetland mitigation and monitoring plan that describes the mitigation, including the following components (or as otherwise modified by regulatory agency permitting conditions):
• Summary of habitat impacts and proposed mitigation
ratios;
• Goal of the restoration to achieve no net loss of habitat functions and values;
• Location of mitigation site(s) and description of existing site conditions;
• Mitigation design;
o Existing and proposed site hydrology;
o Grading plan, if appropriate, including bank
stabilization or other site stabilization features;
o Soil amendments and other site preparation elements,
as appropriate; Planting plan;
o Irrigation and maintenance plan;
o Remedial measures and adaptive management; and
• Monitoring plan, including final and performance criteria, monitoring methods, data analysis, reporting
requirements, and monitoring schedule. Success criteria shall include quantifiable measurements of wetland
vegetation type (e.g., dominance by natives), the
appropriate extent for the restoration location, and the provision of ecological functions and values equal to or exceeding those in the affected wetland habitat. At a
minimum, success criteria shall include following:
o At Year 5 post-mitigation, at least 75 percent of the mitigation site shall be dominated by native
hydrophytic vegetation.

The wetland mitigation and monitoring plan must be
approved by the City and other applicable agencies prior to the wetland impacts and must be implemented within 1 year Resolution No. XXXX

City of Menlo Park Mitigation Monitoring and Reporting Program Willow Village Master Plan Project
Mitigation Monitoring and Reporting Program 26 November 2022

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after the discharge of fill into wetland features. Alternately, offsite mitigation could be provided through the purchase of mitigation credits at an agency-approved mitigation bank, as noted above.

IMPACT BEING ADDRESSED: Impacts on State and/or Federally Protected Wetlands. Project demolition and construction could affect state and/or federally protected wetlands. (Impact BIO-4)
Implement Mitigation Measures BIO-3.1, BIO-3.2, and BIO-3.3, above.

See above. See above. See above. See above.

IMPACT BEING ADDRESSED: Impacts on Wildlife Movement and Native Wildlife Nursery Sites. The removal of buildings, trees, shrubs, or woody vegetation and the construction of new buildings and installation of lighting could affect native migratory birds. (Impact BIO-5) Project Mitigation Measure BIO-5.1: Avoidance and Preconstruction Surveys for Nesting Migratory Birds. The Project Sponsor shall implement the following measures to reduce impacts on nesting migratory birds:
• To the extent feasible, construction activities shall be scheduled to avoid the nesting season. If construction
activities are scheduled to take place outside the nesting season, all impacts on nesting birds protected under the MBTA and California Fish and Game Code will be avoided.

The nesting season for most birds in San Mateo County
extends from February 1 through August 31.
• If it is not possible to schedule construction activities between September 1 and January 31, then
preconstruction surveys for nesting birds shall be
conducted by a qualified ornithologist to ensure that no nests of migratory birds will be disturbed during Project implementation. Surveys shall be conducted no more than 7 days prior to the initiation of construction activities for each construction phase. During this survey, the
ornithologist shall inspect all trees and other potential nesting habitats (e.g., trees, shrubs, California annual grasslands, buildings) in and immediately adjacent to the impact areas for migratory bird nests.

Avoid
construction
during the nesting
season from
February 1
through August
31; if not feasible,
conduct preconstruction
surveys for birds
and potential
nesting habitat.

Establish a
construction-free
buffer zone if an
active nest is
found.

Ongoing during
construction.

In the event
construction
activities are
initiated between
February 1 through
August 31,
preconstruction
nesting surveys of
potential nesting
habitat onsite shall
be conducted no
earlier than 7 days
prior to start of
construction
activities for each
applicable
construction phase.

Project Sponsor/
qualified
ornithologist
CDD
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• If an active nest is found within trees or other potential nesting habitats that would be disturbed by construction activities, a construction-free buffer zone (typically 300 feet for raptors and 100 feet for other species) will be established around the nest to ensure that species that are protected under the MBTA and California Fish and Game
Code will not be disturbed during Project implementation.

The ornithologist shall determine the extent of the buffer. • If construction activities will not be initiated until after the start of the nesting season, all potential nesting
substrates (e.g., bushes, trees, grasses, and other
vegetation) that are scheduled to be removed by the
Proposed Project may be removed prior to the start of the nesting season (i.e., prior to February 1). This would
preclude the initiation of nests in this vegetation and prevent any potential delay for the Proposed Project
because of the presence of active nests in these substrates.

Project Mitigation Measure BIO-5.2: Atrium Bird-safe Design Requirements. The Project Sponsor shall implement the
following measures to reduce impacts on migratory birds due to construction of the atrium:
• The Project Sponsor shall treat 100 percent of the glazing on the dome-shaped portions of the atrium’s façades (i.e., all areas of the north façade and all areas of the south façade above the Elevated Park) with a bird-safe glazing treatment to reduce the frequency of collisions. This
glazing shall have a Threat Factor of 15 or less.4Because a Threat Factor is a nonlinear index, its value is not
Implement birdsafe design
standards for the
proposed atrium.

Monitor and
survey bird
collisions.

Implement
modifications to
Design standards
for atrium prior to
issuance of the
building permit for
the building shell
and for the duration
of use at the
building
Project Sponsor/
architect/
qualified biologist
CDD

4 A material’s Threat Factor, as assigned by the American Bird Conservancy, refers to the level of danger posed to birds, based on the birds’ ability to perceive the material as an obstruction, as tested using a “tunnel” protocol (a standardized test that uses wild birds to determine the relative effectiveness of various products at deterring bird collisions). The higher the Threat Factor, the greater the risk that collisions will occur. An opaque material will have a Threat Factor of 0, and a completely transparent material will have a Threat Factor of 100. Threat Factors for many commercially available façade materials can be found at https://abcbirds.org/wp-content/ uploads/2021/01/Masterspreadsheet-1-25-2021.xlsx.

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City of Menlo Park Mitigation Monitoring and Reporting Program Willow Village Master Plan Project
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equivalent to the percent reduction in collisions that a glazing product provides. However, products with lower
Threat Factors result in fewer bird collisions.
• The Project Sponsor shall treat 100 percent of the glazing on the atrium’s east and west façades with a bird-safe
glazing treatment to reduce the frequency of collisions.

This glazing shall have a Threat Factor of 15 or less.
• Interior trees and woody shrubs shall be set back from the atrium’s east, west, and non-sloped (i.e.,
vertical/perpendicular to the ground) portions of the
south façades by at least 50 feet to reduce the potential for collisions with these facades due to the visibility of interior trees. This 50-foot distance is greater than the distance used in the project design for the north and
sloped portions of the south facades (e.g., 20-25 feet for the north façade) due to the vertical nature of the east, west, and non-sloped portion of the south façades, as
opposed to the articulated nature of the north and sloped portions of the south façades (which is expected to reduce the visibility of internal vegetation to some extent), as well as the direct line-of-sight views between interior and exterior vegetation through the east, west, and non-sloped portions of the south façades compared to the north
façade (where internal vegetation is elevated above
exterior vegetation). Interior trees and shrubs that are not visible through the east, west, and south façades may be planted closer than 50 feet to glass façades.
• Because the glass production process can result in
substantial variations in the effectiveness of bird-safe glazing, a qualified biologist will review physical samples of all glazing to be used on the atrium to confirm that the bird-safe frit will be visible to birds under various lighting conditions and expected to be effective.
the atrium to
reduce collisions if
a hot spot is
identified.

Survey bird
collisions for a
minimum of 2 years
following
construction.

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City of Menlo Park Mitigation Monitoring and Reporting Program Willow Village Master Plan Project
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• The Project Sponsor shall monitor bird collisions around the atrium for a minimum of 2 years following
construction to identify any collision “hot spots” (i.e., areas where collisions occur repeatedly). A monitoring
plan for the atrium shall be developed by a qualified
biologist and shall include focused surveys for bird
collisions from late April through May (spring migration), September through October (fall migration), and midNovember through mid-January (winter) to maximize the possibility of detecting bird collisions that might occur.

Surveys of the atrium shall be conducted daily for 3 weeks during each of these periods (i.e., 21 consecutive days during each season, for a total of 63 surveys per year). In addition, for the 2-year monitoring period, surveys of the atrium shall be conducted the day following nighttime
events during which temporary lighting exceed would
typical levels (i.e., levels specified in the International Dark-Sky Association’s defined lighting zone, LZ-2
[Moderate Ambient], from dusk until 10:00 p.m., or 30
percent below these levels from 10:00 p.m. to midnight).

The applicant can assign responsibility for tracking events and notifying the biologist when a survey is needed to a designated individual who is involved in the planning and scheduling of atrium events. The timing of the 63 seasonal surveys (e.g., morning or afternoon) shall vary on the
different days to the extent feasible; surveys conducted specifically to follow nighttime events shall be conducted in the early morning.
• At a frequency of no less than every 6 months, a qualified biologist shall review the bird collision data for the atrium in consultation with the City to determine whether any
potential hot spots are present (i.e., if collisions have occurred repeatedly at the same location). A “potential hot spot” is defined as a cluster of three or more collisions that Resolution No. XXXX

City of Menlo Park Mitigation Monitoring and Reporting Program Willow Village Master Plan Project
Mitigation Monitoring and Reporting Program 30 November 2022

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occur within one of the 3-week monitoring periods
described above at a given location on the atrium. The
“location” shall be identified by the qualified biologist as makes sense for the observed collision pattern, and may consist of a single pane of glass, an area of glass adjacent to a landscape tree or light fixture, the 8,990-square-foot vertical façade beneath the Elevated Park, the façade
adjacent to the vegetation at the Elevated Park, the
atrium’s east façade, the atrium’s west façade, or another defined area where the collision pattern is observed.
“Location” shall be defined based on observations of (1) collision patterns and (2) the architectural, lighting, and/or landscape features that contributed to the
collisions and not arbitrarily determined (e.g., by
assigning random grids). If any such potential hot spots are found, the qualified biologist shall provide an opinion as to whether the potential hot spots will affect bird
populations over the long term to the point that additional measures (e.g., light adjustments, planting of vegetation) will be needed to reduce the frequency of bird strikes at the hot spot location in order to reduce impacts to a lessthan-significant level under CEQA (i.e., whether it constitutes an actual “hotspot”). This determination shall be based on the number of birds and the species of birds that collide with the atrium over the monitoring period. In addition, a “hotspot” is automatically defined if a cluster of five or more collisions are identified at a given “location” on the atrium within one of the three-week monitoring
periods described above. If a hotspot is identified,
additional measures will be implemented at the potential hotspot location at the atrium; these may include one or more of the following options in the area of the hotspot depending on the cause of the collisions:

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City of Menlo Park Mitigation Monitoring and Reporting Program Willow Village Master Plan Project
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o Adding a visible bird-safe frit pattern, netting, exterior screens, art, printed sheets, interior shades, grilles, shutters, exterior shades, or other features to
untreated glazing (i.e., on the façade below the
Elevated Park) to help birds recognize the façade as a
solid structure.
o Installing interior or exterior blinds on buildings
within the atrium to prevent light from spilling
outward though glazed façades at night.
o Reducing lighting by dimming fixtures, redirecting
fixtures, turning lights off, and/or adjusting the
programmed timing for dimming/shutoff.
o Replacing certain light fixtures with new fixtures to increase shielding or redirect lighting.
o Adjusting or reducing lighting during events.
o Adjusting the timing of events to reduce the frequency during certain times of year (e.g., spring and/or fall
migration) when relatively high numbers of collisions
occur.
o Adjusting landscape vegetation by removing,
trimming, or relocating trees or other plants (e.g.,
moving them farther from glass) or blocking birds’
views of vegetation through glazing (e.g., using a
screen or other opaque feature).
• If modifications to the atrium are implemented to reduce collisions at a hot spot, 1 year of subsequent focused
monitoring of the hot-spot location shall be performed to confirm that the modifications effectively reduced bird collisions to a less-than-significant level under CEQA. In the event that a hot-spot is detected at a time when there is less than one year remaining of the initial 2-year
monitoring period, then this one year of subsequent
monitoring of that hot-spot would extend beyond the 2-
year monitoring period described above.

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Mitigation Monitoring and Reporting Program 32 November 2022

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Project Mitigation Measure BIO-5.3: Lighting Design
Requirements. The Project Sponsor shall prepare a lighting design plan that incorporates and implements the following measures to reduce lighting impacts on migratory birds. Prior to implementation of the lighting design plan, a qualified biologist shall review the final lighting design plan to confirm that the required measures are incorporated:
• To the maximum extent feasible, up-lighting (i.e., lighting that projects upward above the fixture) shall be avoided in the Project design. All lighting shall be fully shielded to prevent illumination from shining upward above the
fixture. If up-lighting cannot be avoided in the Project design, up-lights shall be shielded and/or directed such that no luminance projects above/beyond the objects at
which they are directed (e.g., trees and buildings) and no light shines directly into the eyes of a bird flying above the object. If the objects themselves can be used to shield the lights from the sky beyond, no substantial adverse effects on migrating birds are anticipated.
• All lighting shall be fully shielded to prevent it from shining outward and toward Bay habitats to the north. No light trespass shall be permitted more than 80 feet
beyond the Project Site’s northern property line (i.e., beyond the Dumbarton Rail Corridor).
• With respect to exterior lighting in the northern portion of the Project Site (i.e., areas north of Main Street and Office Buildings 03 and 05 surrounding the hotel, Town Square
retail pavilion, Office Building 04, event building, and North Garage), and with respect to interior portions of the atrium, exterior lighting shall be minimized (i.e., outdoor lumens shall be reduced by at least 30 percent, consistent with recommendations from the International Dark-Sky
Association [2011]) from 10:00 p.m. until sunrise, except as needed for safety and compliance with Menlo Park
Implement
lighting design
measures to
reduce lighting
impacts on
migratory birds.

Prior to issuance of
building permit
Ongoing during
operation of Project
Project Sponsor/
architect
CDD/qualified
biologist
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Municipal Code. With respect to Office Buildings 01, 02, 03, 05, and 06, South Garage, and the residential/mixeduse buildings, exterior lighting shall be minimized (i.e., total outdoor lighting lumens shall be reduced by at least 30 percent or extinguished, consistent with
recommendations from the International Dark-Sky
Association [2011]) from midnight until sunrise, except as needed for safety and City code compliance.
• Temporary lighting that exceeds minimal site lighting requirements may be used for nighttime social events.

This lighting shall be switched off no later than midnight.

No exterior up-lighting (i.e., lighting that projects upward above the fixture, including spotlights) shall be used
during events.
• Lights shall be shielded and directed so as not to spill outward from the elevator/stair towers and into adjacent areas.
• Interior or exterior blinds shall be programmed to close on north-facing windows of buildings within the atrium
from 10:00 p.m. to sunrise to prevent light from spilling outward.
• Accent lighting within the atrium shall not be used to illuminate trees or vegetation. Alternatively, the applicant shall provide documentation to the satisfaction of a
qualified biologist that the illumination of vegetation and/or structures within the atrium by accent lighting
and/or up-lighting will not make these features more
conspicuous to the human eye from any elevation outside the atrium compared to ambient conditions within the
atrium. The biologist shall submit a report to the City following completion of the lighting design, documenting compliance with this requirement.

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IMPACT BEING ADDRESSED: Impact BIO-6: Conflicts with Any Local Policies or Ordinances that Protect Biological Resources. The Project would result in conflicts with the Menlo Park Municipal Code. (Impact BIO-6) Implement Mitigation Measures BIO-2.1, BIO-3.1 through
BIO-3.3, and BIO-5.2, above.

See above. See above. See above. See above.

Geology and Soils
IMPACT BEING ADDRESSED: Paleontological Resources. The Proposed Project could destroy a unique paleontological resource or site. (Impact GS-5)
ConnectMenlo Mitigation Measure CULT-3: Conduct Protocol and Procedures for Encountering Paleontological Resources. In the event that fossils or fossil-bearing deposits are discovered during ground-disturbing activities anywhere in the City, excavations within a 50-foot radius of the find shall be temporarily halted or diverted. Ground disturbance work shall cease until a Cityapproved, qualified paleontologist determines whether the resource requires further study. The paleontologist shall document the discovery as needed (in accordance with Society of Vertebrate Paleontology standards [Society of Vertebrate Paleontology 1995]), evaluate the potential resource, and assess the significance of the find under the criteria set forth in CEQA Guidelines Section 15064.5. The paleontologist shall notify the appropriate agencies to determine the procedures that would be followed before construction activities would be allowed to resume at the location of the find. If avoidance is not feasible, the paleontologist shall prepare an excavation plan for mitigating the effect of construction activities on the discovery. The excavation plan shall be submitted to the City of Menlo Park for review and approval prior to implementation, and all construction activity shall adhere to the recommendations in the excavation plan.

Conduct protocol
and procedures
for encountering
paleontological
resources.

During construction,
in the event that
fossils or fossilbearing deposits are
discovered
Project Sponsor/
qualified
paleontologist
approved by CDD
CDD
Project Mitigation Measure PALEO-1: Conduct Worker
Awareness Training. Before the start of any excavation or grading activities, the construction contractor will retain a qualified paleontologist, as defined by the SVP, who is experienced in teaching non-specialists. The qualified
Conduct worker
awareness
training.

Prior to any
excavation or
grading activities
Project Sponsor/
contractor(s)/
qualified
paleontologist
CDD
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paleontologist will train all construction personnel who are involved with earthmoving activities, including the site superintendent, regarding the possibility of encountering fossils, the appearance and types of fossils that are likely to be seen during construction, and proper notification procedures should fossils be encountered. Procedures to be conveyed to workers include halting construction within 50 feet of any potential fossil find and notifying a qualified paleontologist, who will evaluate the significance.

The qualified paleontologist will also make periodic visits during earthmoving in high sensitivity sites to verify that workers are following the established procedures.

IMPACT BEING ADDRESSED: Cumulative Geology and Soil Impacts. Cumulative development would result in a less than significant cumulative impact to geology, soils, and seismicity, and thus the Proposed Project would not be a cumulatively considerable contributor to any significant cumulative impact to geology, soils, and seismicity. Cumulative development would result in a less-than-significant cumulative impact with mitigation to paleontological resources and the Proposed Project would not be a cumulatively considerable contributor to any significant cumulative impact. (Impact C-GS-1)
Implement ConnectMenlo Mitigation Measure CULT-3, above. See above. See above. See above. See above.

Hydrology
IMPACT BEING ADDRESSED: Water Quality. The Proposed Project could violate any water quality standards or waste discharge requirements or otherwise substantially degrade surface water or groundwater quality. (Impact HY-1) Project Mitigation Measure HY-1.1: Implement Construction Dewatering Treatment (if necessary). If dewatering is needed to complete the Proposed Project, and if water from dewatering is discharged to a storm drain or surface water body, dewatering treatment may be necessary if groundwater exceeding water quality standards is encountered during excavation. Because there is potential for groundwater to be contaminated with VOCs or fuel products at the Project Site, the Project Sponsor would be required to comply with the San Francisco Bay Regional Water Board’s VOC and Fuel General Permit (Order No. R2-2018-0050) if groundwater exceeding water quality standards is
encountered.

Implement
construction
dewatering
treatment if
groundwater is
encountered.

During construction
(if necessary)
Project Sponsor/
contractor(s)
CDD
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If dewatering requires discharges to the storm drain system or other water bodies, the water shall be pumped to a tank and tested using grab samples and sent to a certified laboratory for analysis. If it is found that the water does not meet water quality standards, it shall be treated as necessary prior to discharge so that all applicable water quality objectives (as noted in Table

3.11-2) are met or it shall be hauled offsite instead for treatment and disposed of at an appropriate waste treatment facility that is permitted to receive such water. The water treatment methods selected shall remove contaminants in the groundwater to meet discharge permit requirements while achieving local and state requirements, subject to approval by the San Francisco Bay Regional Water Board. Methods may include retaining
dewatering effluent until particulate matter has settled before discharging it or using infiltration areas, filtration techniques, or other means. The contractor shall perform routine inspections of the construction area to verify that water quality control measures are properly implemented and maintained, observe the water (i.e., check for discoloration or an oily sheen), and perform other sampling and reporting activities prior to discharge. The final selection of water quality control measures shall be submitted in a report to the San Francisco Bay Regional Water Board for approval prior to construction. If the results from the groundwater laboratory do not meet water quality standards and the identified water treatment measures cannot ensure that treatment meets all standards for receiving water quality, then the water shall be hauled offsite instead for treatment and disposal at an appropriate waste treatment facility that is permitted to receive such water.

IMPACT BEING ADDRESSED: Conflict or Obstruct a Water Resource Management Plan. The Proposed Project could conflict with or obstruct implementation of a water quality control plan or sustainable groundwater management plan. (Impact HY-5) Implement Project Mitigation Measure HY-1.1, above. See above. See above. See above. See above.

Hazards and Hazardous Materials
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IMPACT BEING ADDRESSED: Upset and Accident Conditions Involving Hazardous Materials. The Proposed Project could create a significant hazard to the public or the environment through reasonably foreseeable upset and accident conditions involving the release of hazardous materials into the environment. (Impact HAZ-2)
ConnectMenlo Mitigation Measure HAZ‐4a: Environmental Site Management Plan. Construction of any site in the City with known contamination shall be conducted under a Project‐ specific Environmental Site Management Plan (ESMP)
prepared in consultation with the Regional Water Quality Control Board (RWQCB) or the Department of Toxic
Substances Control (DTSC), as appropriate. The purpose of the ESMP is to protect construction workers, the general public, the environment, and future site occupants from subsurface hazardous materials previously identified at the site and address the possibility of encountering unknown
contamination or hazards in the subsurface. The ESMP shall summarize soil and groundwater analytical data collected on the site during past investigations; identify management options for excavated soil and groundwater, if contaminated media are encountered during deep excavations; and identify monitoring, irrigation, or wells that require proper
abandonment in compliance with local, state, and federal laws, policies, and regulations.

The ESMP shall include measures for identifying, testing, and managing soil and groundwater suspected of or known to
contain hazardous materials. The ESMP shall 1) provide
procedures for evaluating, handling, storing, testing, and disposing of soil and groundwater during excavation and dewatering activities, respectively; 2) describe required worker health and safety provisions for all workers who could be exposed to hazardous materials, in accordance with state and federal worker safety regulations; and 3) designate the personnel responsible for implementation of the ESMP.

Prepare an
Environmental
Site Management
Plan.

During the building
permit and site
development review
process and prior to
permit issuance
Project Sponsor/
personnel
designated in the
ESMP

DTSC/ CDD
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Project Mitigation Measure HAZ-2.1: Phase I Environmental Site Assessment for the Willow Road Tunnel under Dumbarton Rail Corridor and Willow Road. For the offsite improvement in the area where the Willow Road Tunnel passes under the
Dumbarton Rail Corridor and Willow Road, a Phase I ESA shall be performed by a licensed environmental professional. The Phase I ESA shall identify RECs at the site and indicate whether a Phase II ESA is required in order to evaluate contamination at the site.

Perform/obtain a
Phase I Site
Assessment for
the Willow Road
Tunnel.

Prior to
construction of the
Willow Road Tunnel
Project Sponsor/
licensed
environmental
professional
CDD
IMPACT BEING ADDRESSED: Exposure to Schools. The Proposed Project would not emit hazardous emissions or involve handling hazardous or acutely hazardous materials, substances, or waste within 0.25 mile of an existing or proposed school. (Impact HAZ-3) Implement Project Mitigation Measure HAZ-2.1 and
ConnectMenlo Mitigation Measure HAZ-4a, above.

See above. See above. See above. See above.

IMPACT BEING ADDRESSED: Cumulative Hazards and Hazardous Materials Impacts. Cumulative development would not result in a significant cumulative impact from hazards and hazardous materials, and the Proposed Project would not be a cumulatively considerable contributor to such a cumulative impact. (Impact C-HAZ-1)
Implement ConnectMenlo Mitigation Measure HAZ-4a, above. See above. See above. See above. See above.

Tribal Cultural Resources
IMPACT BEING ADDRESSED: Tribal Cultural Resources. The Proposed Project could cause a substantial adverse change in the significance of a tribal cultural resource, as defined in PRC Section 21074. (Impact TCR-1) Project Mitigation Measure TCR-1.1: Avoidance and Mitigation of Impacts
Plan Check
Prior to issuance of grading permits, the Project Sponsor shall ensure and the City shall verify that the applicable grading plans that require ground-disturbing excavation clearly indicate:
• That there is potential for exposing buried cultural
resources, including tribal cultural resources (“TCRs”) and Native American burials; and
• That excavations associated with soil remediation,
removal of below grade utilities, and initial mass
Preservation in
place of known
tribal cultural
resources through
plan check and
measures for the
Core, Perimeter,
High Sensitivity
Area, and existing
known reburials.

Prior to the issuance
of grading permits
(plan check and
field manual)
During construction
(implement design
measures and
preservation)
Project Sponsor/
contractor(s)
CDD
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grading at the main Project Site and all ground
disturbing activities within the Core and Perimeter
(including the High Sensitivity Area) require the
presence of an archaeological monitor and tribal
monitor in accordance with the Archaeological and
Tribal Cultural Resources Monitoring and Treatment
Protocol and Plan (“ATMTPP”), as defined in Mitigation
Measure TCR-1.2; and
• That all ground disturbing activities require compliance with the ATMTPP.

All archaeological site information supplied to the
contractor shall be considered and marked confidential. Any no-disturbance zones shall be labelled as environmentally sensitive areas.

Prior to issuance of grading permits for the Project, the Project Sponsor and City shall, with input from the tribes that engaged in consultation with the City on the Proposed Project pursuant to Assembly Bill 52 (“Consulting Tribes”), develop a non-confidential field manual summarizing the approved TCR mitigation measures and the approved
ATMTPP requirements. This list shall be provided to all relevant personnel implementing TCR mitigation measures.

Archeological and tribal monitors shall be invited to attend all tailgate safety meetings at which safety concerns and other pertinent information regarding current construction activities are presented.

Measures for the Core
The Project Sponsor shall avoid or mitigate ground-disturbing excavation in the Core as detailed below.
• Ground disturbance into the existing culturally affected soil of the Core is prohibited. The following
performance standards for capping, minimizing
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construction loading, and preservation in place of the
Core shall apply.

Capping of Core
• The Project Sponsor shall install a culturally sterile engineered cap of four to seven feet to cover the
cultural deposits within the Core and preserve the Core in place. Tribal and archaeological monitoring shall be required during the installation of the fill cap on the Core.
• Onsite soil material is suitable as fill material provided that it is processed to remove concentrations of organic material, debris, and particles greater than six inches in maximum dimension; oversized particles shall either be
removed from the fill or broken down to meet the
requirement. Imported fill material shall meet the above requirements and have a plasticity index of less than 20.

Material used for engineered fill shall not contain or
introduce contaminants in excess of applicable
Department of Toxic Substances Control (“DTSC”)
Environmental Screening Levels (“ESLs”). Any TCR
materials within the soil matrix that are identified as TCRs by a tribal monitor shall be treated in accordance with the ATMTPP and shall not be broken down or used
in fill.
• Construction activities shall be conducted in a manner that protects against penetration of the culturally affected soil within the Core and reduces the potential for
disturbance from concentrated surface loads. The
following measures shall be implemented within the Core during fill placement and any subsequent construction to reduce potential impacts on subsurface archaeological
and cultural materials.
o An elevation contour plan shall be created to guide the surface preparation necessary to place the fill cap
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within the Core boundaries. The plan shall show the
top of the culturally affected soil elevation to establish a six-inch-thick protection layer above the culturally
affected soil layer, below which soil excavation or
penetration shall not be permitted.
o Tree root balls from trees removed within the Core
boundary that have roots extending within an area 24
inches from the culturally affected soil layer shall be left in place. Stumps may be ground flat with the existing
grade.
o Clearing of surface vegetation within the Core boundary shall be performed through hand grubbing.
o Ground surface preparation prior to fill placement
within the Core boundary shall use relatively light
equipment (3,000 to 5,000 pounds), such as a walkbehind roller, to densify the six-inch-thick protection material. The use of relatively light equipment reduces potential for densification below the buffer zone.
o A layer of geogrid reinforcement shall be placed over the prepared ground surface within the Core boundary.

Geogrid shall consist of a triaxial grid (e.g., TX140 or approved equivalent). A second layer of geogrid shall be placed to reinforce the engineered fill approximately 24 inches above the base geogrid layer. Geogrid shall be
installed in accordance with the manufacturer’s
specifications. After placement of the geogrid, there shall be no soil disturbance in the Core below the top layer of geogrid.
o Once the six-inch-thick protection layer has been
prepared and the base reinforcement grid placed
within the Core boundary, engineered fill may be
placed in eight-inch lifts and compacted using a
single-drum ride-on sheepsfoot roller. The roller
shall not be parked or left stationary on the Core
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overnight. If yielding subgrade is encountered in
the base protection layer, the geotechnical
consultant may recommend placement of additional
layers of reinforcement within the engineered fill.

This determination will be based on field
observations during preparation of the ground
surface.
o To protect the culturally affected soil in the Core,
construction and other transitory vehicle traffic (with the exception of the equipment necessary to place and
compact the engineered fill) shall not be permitted
over the Core until after engineered fill placement is
complete to provide a buffer between mound material
and concentrated vehicle loads. Once fill placement is
complete, the culturally affected soil will be protected, but construction vehicles and construction equipment
directly on the Core nonetheless shall continue to be
limited to the minimum number necessary to
complete construction of the Proposed Project.

Vehicles shall not be left stationary or parked on the
Core overnight. The contractor shall ensure that
vehicles and equipment will not leak fuel or other
liquids when operating on the Core. Leaking vehicles
and equipment shall be promptly removed from the
Core area and repaired before use is resumed on the
Core.

Temporary Construction Loading at Core
The following measures shall be implemented within the Core during scaffold erection to reduce potential impacts on subsurface cultural materials:
• Scaffolds placed on the Core shall be installed no earlier than three months after the engineered fill placement
related to sea-level rise.

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• Scaffolds shall use 16-foot square bases on top of the engineered fill cap. Minor leveling of the fill cap shall be allowed at each scaffold installation, but excavation or other penetrations into the fill surface shall not be
permitted except for equipment or the temporary
auxiliary structures needed to install the atrium frame and associated glass. There shall be no soil disturbance in the Core below the top layer of geogrid.
• Scaffolds shall be removed promptly after installation and inspection of the framework and glass within the atrium to remove pressure from the engineered fill over the Core.

Post-Construction Preservation in Place at the Core
• Post-construction, there shall be no soil disturbance in the Core below the top layer of geogrid. Any surface structural elements, irrigation, utilities, and infrastructure shall be located only upon/within the engineered fill and shall not penetrate the top layer of geogrid.
• The Project Sponsor shall comply with Mitigation Measure TCR-1.3, Post-Construction Preservation in Place.

Measures for the Perimeter
The Project Sponsor shall avoid or mitigate ground-disturbing excavation in the Perimeter Area as follows:
• The Project Sponsor shall install a culturally sterile engineered cap of four to seven feet to cover the cultural deposits within the Perimeter.
• Excavation through the cap shall follow the procedures in Mitigation Measure TCR-1.2.
• Tribal monitoring shall be required during all ground disturbing site work in the Perimeter; provided that, once culturally affected soil has been removed, stockpiled, and treated in accordance with the ATMTPP, no additional
tribal monitoring of ground disturbance is required in the area where such soil was removed.

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Measures for the High Sensitivity Area
The Project Sponsor shall avoid or mitigate ground-disturbing excavation in the High Sensitivity Area as follows:
• For portions of the High Sensitivity Area located within the Core, the Project Sponsor shall comply with the
mitigation measures for the Core identified above,
including but not limited to the tribal monitoring
provisions.
• For portions of the High Sensitivity Area located within the Perimeter, the Project Sponsor shall comply with the mitigation measures for the Perimeter identified above, including but not limited to the tribal monitoring
provisions.

Measures for Existing Known Reburials
• Existing known reburials shall be preserved in place. • Existing known reburials will be protected by a layer of geogrid prior to the placement of engineered fill.
• Tribal monitoring in the vicinity of existing known
reburials shall be required in accordance with the
ATMTPP.

Project Mitigation Measure TCR-1.2: Archaeological and Tribal Cultural Resource Monitoring and Treatment Protocol and Plan.

The Project Sponsor and archaeological consultant, in
consultation with the Consulting Tribes, shall develop an Archaeological and Tribal Cultural Resource Monitoring and Treatment Protocol and Plan (“ATMTPP”) to guide
archaeological and tribal cultural resource monitoring of ground-disturbing site work and provide for appropriate treatment of any archeological materials and tribal cultural resources exposed during construction, as described below.

The ATMTPP will apply to the entire Project Site and all offsite Project improvements. In addition, specific protocols that pertain to the Core, Perimeter, and High Sensitivity Area will Develop an
ATMTPP to guide
archaeological and
tribal monitoring.

Prior to issuance of
the first grading
permit and any
physical grounddisturbing activity
Project Sponsor/
approved
archaeological
consultant/
consulting
tribe(s)
CDD
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be distinguished from general unanticipated discovery
response procedures that apply in other areas. Tribal
monitoring refers to the controlled observation and regulation of construction operations on or in the vicinity of a known or potentially significant tribal cultural resource to avoid, preserve in place, or mitigate impacts on the resource. The ATMTPP shall be developed in consultation with the
Consulting Tribes and submitted to the City for review and approval prior to issuance of the first grading permit and any physical ground disturbing site work being allowed on the Project Site or for off-site Project improvements. The ATMTPP shall include, at a minimum:
• Background information and context data on the Project Site, archeological resources, and tribal cultural resources. • Tribal monitoring requirements, including worker
awareness training as specified below; a discussion of
specific locations and the intensity of the monitoring effort for areas with potential for the discovery of archeological and tribal cultural materials; and anticipated personnel, including retention of California Native American tribal representative(s) from Consulting Tribes.
• A requirement that tribal monitors from each Consulting Tribe be afforded the opportunity to be present at each location of ground disturbing site work that requires tribal monitoring pursuant to the Project mitigation measures and the ATMTPP, for the duration of such work, unless a
Consulting Tribe agrees in writing that tribal monitoring is not needed by that tribe in that instance, or unless a
Consulting Tribe fails to provide a monitor at the scheduled time, provided that adequate notice of the schedule was provided and documented.
• Specific parameters for tribal monitoring, including the number of monitors from each Consulting Tribe based on
number of simultaneous excavation locations, activities Resolution No. XXXX

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subject to monitoring (consisting of all excavations
associated with soil remediation, removal of below grade utilities, and initial mass grading at the main Project Site and all ground disturbing activities within the Core), and
activities not subject to monitoring (including all grading outside the Core subsequent to initial mass grading in areas that have been monitored by the Consulting Tribes and
found to no longer contain tribal cultural resources, all foundation and building demolition, and all above ground or vertical build construction).
• Identification of a tribal monitoring coordinator, whose responsibility is to ensure that communication between the construction team and monitors is clear, that schedules for monitoring are conveyed, and that monitoring tribes have a single point of contact, prior to the commencement of
ground disturbing activities.
• Protocols for discoveries during construction, consistent with modified ConnectMenlo EIR Mitigation Measure CULT2a (see Section 3.8, Cultural Resources), including a requirement that any DPR forms required pursuant to
ConnectMenlo EIR Mitigation Measure CULT-2a to be
submitted to the Northwest Information Center to document a find of TCR, cultural resources, historical resources, or archaeological resources shall be completed and submitted no later than 120 days after completion of the Project. • Prehistoric era research design, including sampling level, study method documentation, and provisions, such as
staffing and scheduling, for bringing the proposed
research to fruition.
• Detailed procedures regarding how to address significant discoveries made during construction, including a
discussion of field and artifact analysis methods to be used.

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• Treatment of Native American human remains consistent with state law and recommendations of the NAHCappointed Most Likely Descendant (“MLD”) and Modified ConnectMenlo EIR Mitigation Measure CULT-4.
• Laboratory methods, including artifact cataloging and special analyses.
• Thresholds for decision making if there is a conflict among tribal or archeological monitors regarding the
identification or treatment of TCRs. Specifically, if there is a conflict between the archeological monitor and the
tribal monitors, deference shall be given to the
preferences of the tribal monitors, subject to applicable law in the event of the discovery of Native American
human remains, provided that those preferences do not
require Project redesign or result in unreasonable
construction delay. If there is a conflict among the tribal monitors, the soil containing the potential TCR will be evaluated in accordance with applicable law and, if
appropriate, shall be stockpiled in accordance with the soil protocol in the ATMTPP while the disagreement is
being resolved.
• Provisions for reporting (e.g., Tribal Monitoring Closure Report) and artifact treatment in consultation with the Consulting Tribes in the event of significant finds.
• Pre-designated confidential reburial area(s) that will serve to reinter any Native American human remains
encountered during construction (excluding existing,
known reburial sites, which shall be preserved in place pursuant to Mitigation Measure TCR-1.1) with
appropriate level of privacy for visitation by the
Consulting Tribes, in an area not open to the public.
• Treatment protocols that detail the appropriate
procedures, methods, and reports to be completed if
significant archaeological or tribal cultural materials, Resolution No. XXXX

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including Native American burials, are encountered. The archeological significance of a resource shall not be
determinative of whether the resource is a TCR, the level of impact to a TCR, or the significance of a TCR.
• Soil treatment protocols that preserve cultural soil onsite where feasible, including:
o Subject to the requirements of DTSC or other agencies with jurisdiction and the reasonable preferences of
the MLD in accordance with applicable law,
prohibiting the removal of cultural soil from the main
Project Site. The determination of which soils are
cultural soils shall be made by the tribal monitors.
o Requiring only clean, engineered fill to be used on the main Project Site. Under no circumstances should soil
from another culturally significant area be used on
this Project Site.
o The tribal monitors shall have the right to request
that any cultural soils excavated from native soil on
the main Project Site be relocated to an area on the
main Project Site located away from the
construction zone, where the tribal monitors shall
be given the opportunity during active construction
work hours to sift the cultural soil to identify and
remove any tribal cultural items and Native
American human remains, which tribal cultural
items and Native American human remains shall be
treated in accordance with the ATMTPP. Any tribal
cultural resources obtained from sifting shall be
reburied in the reburial area, subject to the
reasonable preferences of the MLD in accordance
with Public Resources Code Section 5097.98 and
other applicable law. Any tribal monitors
performing this work (1) must have the requisite
training or experience to do so, including training
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or experience with regard to work in
environmentally impacted soil (which shall include
at a minimum HAZWOPR certification), and (2)
shall be paid at the rate specified for this work in
the applicable Tribal Monitoring Agreement.

Following sifting and removal of TCRs, the soil can
be reused at the same or a different location within
the main Project Site.
• Specifications for archeological and tribal cultural
resources sensitivity training for construction workers and superintendents that meet the following standards:
o Occurs prior to the start of any ground-disturbing
activity or site work on the Project Site or for off-site improvements.
o Training shall be required for all construction
personnel participating in ground-disturbing
construction to alert them to the archaeological and
tribal cultural sensitivity of the area and provide
protocols to follow in the event of a discovery of
archaeological materials or tribal cultural resources.

Training shall be provided en masse to such personnel
at the start of construction of the Project, and training shall be repeated when new personnel participating in
ground-disturbing site work start work.
o Includes, for job site posting, a document (“ALERT
SHEET”) that summarizes the potential finds that
could be exposed, the protocols to be followed, and
the points of contact to alert in the event of a
discovery that is presented as part of the training.
o Requires the contractor to ensure that all workers
requiring training are in attendance.
o Requires training for all contractors and subcontractors that is documented for each permit Resolution No. XXXX

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and/or phase of a permit that requires grounddisturbing activities onsite. o For work in the Core and the existing known reburial
area, additional worker training shall also be required for workers who will work on the surface or who will
drive directly over the Core or work in the existing
known reburial area.
• Work plan for the use of ground penetrating radar (GPR) and forensic canine detection (FCD) that meets the
following standards:
o Upon conclusion of building demolition and the
removal of surface improvements within the
Perimeter, the Project Sponsor shall retain a qualified team of FCD survey providers and a GPR operator to
perform a survey of the Perimeter before grading,
trenching, or other earthwork commences.
o A minimum of seven calendar days prior to the FCD or
GPR survey, the Project Sponsor or their designee
shall notify the Consulting Tribes of the schedule to
afford sufficient time to be present during the survey.

Should the Consulting Tribe(s) choose not to attend,
the FCD or GPR survey may continue as scheduled.

Where the FCD or GPR survey will occur within 100
feet of known burials or reburials (which know
reburials shall remain in place in accordance with
Mitigation Measure TCR-1.1), use of the FCD or GPR
and presence of tribal monitors shall be dictated by
the MLD for those prior discoveries.
o The results of the FCD and GPR surveys shall be
provided to the Consulting Tribes within fourteen
calendar days after completion of the survey reports.

Measures to protect TCRs identified as a result of the
surveys shall be implemented in accordance with the
Project mitigation measures and ATMTPP.

Resolution No. XXXX

City of Menlo Park Mitigation Monitoring and Reporting Program Willow Village Master Plan Project
Mitigation Monitoring and Reporting Program 51 November 2022

WILLOW VILLAGE MASTER PLAN PROJECT

MITIGATION MONITORING AND REPORTING PROGRAM
Mitigation Measures Action Timing Implementing
Party Monitoring Party
o In the event of the discovery of Native American
human remains other than known reburials, the
procedures in Modified ConnectMenlo Mitigation
Measure CULT-4 will apply.
• Procedures for the event of an inadvertent discovery
during construction, which require the archaeological and tribal monitors to review, identify, and evaluate TCRs to determine if a discovery is a historical resource and/or unique archaeological resource, or a TCR, under CEQA.

These procedures shall include, at a minimum:
o Criteria for identifying cultural soils.
o Impose a stop work radius of 100 feet around the
discovery; work can continue outside of the stop-work
radius while the discovery is being addressed. If the
archaeological and tribal monitors agree that the find
does not constitute a TCR, work can resume
immediately, and no notifications are required.
o Notify the City, Consulting Tribes, and Project Sponsor within 24 hours of the discovery.
o Complete a discovery form to document the location,
nature, and condition of the discovery.
o Consult on the discovery to determine appropriate
treatment, which may include any combination of
avoidance, preservation in place, rapid recovery and
reburial, and/or documentation. In no circumstance
other than the express written recommendation of the
MLD shall Native American human remains be
removed from the Project Site. Curation and data
recovery shall not be allowed, unless curation or data
recovery is (i) in compliance with the
recommendation of the MLD for Native American
human remains in accordance with Public Resources
Code Section 5097.98 and other applicable law or, (ii)
agreed upon by the tribal monitors per the protocols
Resolution No. XXXX

City of Menlo Park Mitigation Monitoring and Reporting Program Willow Village Master Plan Project
Mitigation Monitoring and Reporting Program 52 November 2022

WILLOW VILLAGE MASTER PLAN PROJECT

MITIGATION MONITORING AND REPORTING PROGRAM
Mitigation Measures Action Timing Implementing
Party Monitoring Party
in the ATMTPP for TCRs that are not Native American
human remains.

Project Mitigation Measure TCR-1.3: Post-Construction
Preservation in Place of Tribal Cultural Resources. Prior to the issuance of the first certificate of occupancy for any occupied building within the Campus District, the Project Sponsor shall record deed restrictions over the Core, confidential locations of existing known reburials, and the pre-designated reburial area (“Project Reburial Area”) to restrict development or other activities identified in the deed restrictions that would disturb TCRs or Native American human remains in the future.

The area included in the deed restrictions shall be described by a licensed surveyor prior to recording. Because
archaeological and tribal cultural resource site locations are restricted from public distribution, the deed restrictions shall cite an “environmentally sensitive area.” A copy of the recorded deed restrictions that include the Core and any predesignated reburial site shall be provided to the City for retention in a confidential project file. A copy of the deed restrictions shall be provided to the Northwest Information Center of the California Historical Resources Information System.

The restriction on the deed for the Core and Project Reburial Area shall prohibit the following activities directly on the Core or Project Reburial Area (excluding activities in cantilevered or spanned structural elements) after completion of
construction of the Proposed Project, subject to applicable building code and life safety access requirements and
necessary facilities maintenance, service, and repairs:
• Active recreational activities and structures, including, but not limited to, sports, field games, running, biking, and play equipment.
• Domesticated animals other than security/service animals. • Vehicles.

Post-construction
preservation and
recording of deed
restrictions over
the Core, known
reburials, and
Project Reburial
Area.

Prior to the issuance
of the first
certificate of
occupancy for any
occupied building
within the Campus
District
Project Sponsor/
licensed surveyor
CDD
Resolution No. XXXX

City of Menlo Park Mitigation Monitoring and Reporting Program Willow Village Master Plan Project
Mitigation Monitoring and Reporting Program 53 November 2022

WILLOW VILLAGE MASTER PLAN PROJECT

MITIGATION MONITORING AND REPORTING PROGRAM
Mitigation Measures Action Timing Implementing
Party Monitoring Party
• Surface penetrations below the upper geogrid.
• Altering the surface or general topography of the Core or Project Reburial Area except for maintenance of the
engineered soil cap, landscaping, facilities, circulation, and utilities included within the cap.
• In the unlikely event that any activity needs to occur below the area of the upper geogrid in the event of an emergency, the Consulting Tribes will be immediately notified and given a reasonable opportunity (consistent with the nature of the emergency) to have a tribal monitor present.

Project Mitigation Measure TCR-1.4: Project Reburial Area Access. Within 30 days after the recording of the deed
restrictions over the dedicated reburial area(s), the Project Proponent shall extend a written offer to the Consulting Tribes to execute a tribal access agreement to allow for permitted access to the Project Reburial Area for the purposes of tribal visitation, subject to the parameters below. The Project Proponent shall provide a copy of the offer letter and if accepted by the Consulting Tribe(s), the executed
agreement(s), to the City for retention in a confidential Project file. This mitigation measures shall be considered satisfied upon delivery of the offer letter to the Consulting Tribes, even if the Consulting Tribe(s) declined to enter into the agreement.

The owners’ association shall manage the Project Reburial Area in accordance with the terms and conditions of the deed restrictions, access agreements, Project mitigation measures, and Project conditions of approval, subject to applicable building code and life safety access requirements and
necessary facilities maintenance, service, and repairs.

Access to the reburial area established for the Project will be controlled. The following conditions apply:
• Access to the Project Reburial Area will be available following completion of construction of the Proposed
Project, including the Project Reburial Area, subject to Provide a written
offer to execute a
tribal access
agreement for
permitted access
to the Project
Reburial Area.

Within 30 days after
the recording of the
deed restrictions
Following
completion of
construction and
ongoing during
operation of the
Project
Project Sponsor/
owner’s
association
/consulting
tribe(s)
CDD
Resolution No. XXXX

City of Menlo Park Mitigation Monitoring and Reporting Program Willow Village Master Plan Project
Mitigation Monitoring and Reporting Program 54 November 2022

WILLOW VILLAGE MASTER PLAN PROJECT

MITIGATION MONITORING AND REPORTING PROGRAM
Mitigation Measures Action Timing Implementing
Party Monitoring Party
notification and access requirements to be specified in an access agreement.
• Visitation shall comply with all rules applicable to publicly accessible open space within the Proposed Project except as otherwise specified in an access agreement.
• Visitation shall not obstruct or otherwise interfere with the passage of vehicles or the operation of the facility. • Parking shall be limited to public parking spaces.
• Visitation shall not include activities or uses that conflict with the deed restriction or reasonable preferences of the Most Likely Descendent; provided that the Project
Proponent shall work in good faith to ensure that all
Consulting Tribes are provided access to the Project
Reburial Area in accordance with the terms of the access agreement.
• Visitation shall not present a risk to human life or safety. • Visitation shall not include abandonment of materials or objects other than ceremonial, religious, or funerary
offerings specified in an access agreement.
• Visitation shall be subject to restriction as necessary to respond to any security threat, pandemic or similar health risk, or emergency condition. Visitation shall not be
unreasonably restricted.

IMPACT BEING ADDRESSED: Human Remains. The Proposed Project could disturb human remains, including those interred outside of dedicated cemeteries. (Impact TCR-2)
Project Mitigation Measure TCR-2.1. Avoid and Preserve in Place Known Reburials. The locations of known previous
reburials of Native American human remains shall be
restricted from future ground disturbance, as required by Mitigation Measure TCR-1.3.

Avoid and
preserve in place
known reburials.

See above
(Mitigation Measure
TCR-1.3).

See above
(Mitigation
Measure TCR1.3).

See above
(Mitigation
Measure TCR-1.3).

Resolution No. XXXX

City of Menlo Park Mitigation Monitoring and Reporting Program Willow Village Master Plan Project
Mitigation Monitoring and Reporting Program 55 November 2022

WILLOW VILLAGE MASTER PLAN PROJECT

MITIGATION MONITORING AND REPORTING PROGRAM
Mitigation Measures Action Timing Implementing
Party Monitoring Party
Mitigation Measure CULT-4: (Modified ConnectMenlo EIR).

Comply with State Regulations Regarding the Discovery of Human Remains at the Project Site. Procedures of conduct following the discovery of human remains citywide have been mandated by Health and Safety Code Section 7050.5, Public Resources Code Section 5097.98, and the California Code of Regulations Section 15064.5(e) (CEQA). According to the provisions in CEQA, if human remains are encountered at the site, all work in the immediate vicinity of the discovery shall cease and necessary steps to ensure the integrity of the immediate area shall be taken. The San Mateo County Coroner shall be notified immediately. The coroner shall then
determine whether the remains are Native American. If the coroner determines the remains are Native American, the coroner shall notify the NAHC within 24 hours, which will, in turn, notify the person the NAHC identifies as the Most Likely Descendant (MLD) in connection with any human remains.

Further actions shall be determined, in part, by the desires of the MLD. The Project Sponsor, the Project archaeologist, and the 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, including those associated with known and unknown Native American burial locations (CEQA Guidelines Section 15064.5[d]). The agreement should address appropriate
actions for when remains are discovered, including
excavation, removal, recordation, analysis, custodianship, and final disposition of the remains and associated or unassociated funerary objects. The MLD will have 48 hours to make
recommendations regarding the disposition of the remains following notification from the NAHC of the discovery. If the MLD does not make recommendations within 48 hours, or the owner does not accept the recommendation of the MLD in
accordance with Public Resources Code 5097.98(e), the owner Comply with state
regulations
regarding the
discovery of
human remains at
the Project Site.

Initiated after a find
is made during
construction, with
regularly scheduled
site inspections
thereafter
Project Sponsor/
San Mateo County
Coroner
CDD
Resolution No. XXXX

City of Menlo Park Mitigation Monitoring and Reporting Program Willow Village Master Plan Project
Mitigation Monitoring and Reporting Program 56 November 2022

WILLOW VILLAGE MASTER PLAN PROJECT

MITIGATION MONITORING AND REPORTING PROGRAM
Mitigation Measures Action Timing Implementing
Party Monitoring Party
shall, with appropriate dignity, reinter the remains in an area of the property secure from further disturbance. Alternatively, if the owner does not accept the MLD’s recommendations, the owner or the descendent may request mediation by the NAHC.

Resolution No. XXXX

RESOLUTION NO. XXXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MENLO PARK

APPROVING AN AMENDMENT TO THE CIRCULATION MAP OF THE MENLO

PARK GENERAL PLAN
WHEREAS, in 2016, the City of Menlo Park (“City”) updated its General Plan when it adopted ConnectMenlo, which contains the City’s new Land Use Element and Circulation Element; and WHEREAS, when the City adopted the ConnectMenlo General Plan, the City also certified an Environmental Impact Report providing a program-level analysis of the development potential envisioned for the entire City, including the increased development potential in the Bayfront Area; and
WHEREAS, the City received an application requesting to redevelop an approximately 59-acre industrial site (the “Main Project Site”) plus three parcels (within two sites) west of Willow Road (the “Hamilton Parcels,” and, collectively with the Main Project Site, the “Project Site”) as a multi-phase, mixed-use development consisting of up to 1.6 million square feet of office and accessory uses (a maximum of 1,250,000 square feet for office use and the balance for accessory uses), up to 1,730 multifamily dwelling units, up to 200,000 square feet of retail sues, an up to 193-room hotel, and associated open space and infrastructure (the “Project”); and WHEREAS, an amendment to the General Plan Circulation Map is necessary to modify the circulation plan with regard to the locations for new street connections to the surrounding roadway network, as well as the locations of public rights-of-way and a proposed multi-use pathway within the Main Project Site; and
WHEREAS, the proposed amendment to the General Plan Circulation Map is consistent with the General Plan goals, policies, and programs, including Policy LU-1.2 which states, “Integrate regional land use planning efforts with development of an expanded transportation network focusing on mass transit rather than freeways, and encourage development that supports multimodal transportation. The proposed amendment is also consistent with the policies under Goal CIRC-2, which states, “Increase accessibility for and use of streets by pedestrian, bicyclists, and transit riders,” and Goal CIRC-4, which states, “Improve Menlo Park’s overall health, wellness, and quality of life through transportation enhancements.” The new roadway connections to the surrounding roadway network and the proposed paseos and multi-use pathways will provide new routes for bicyclists and pedestrians through the Main Project Site, encouraging the use of multimodal transportation. The multi-use pathways and paseos will also increase accessibility and use of the streets by pedestrians and bicycles, and the proposed roundabout connection will provide an additional route to the Main Project Site for bicyclists, pedestrians, and vehicles; and
WHEREAS, all required public notices and public hearings were duly given and held according to law; and
WHEREAS, an Environmental Impact Report (EIR) was prepared for the Project (SCH:
2019090428), including an amendment to the General Plan Circulation Map, and certified by the City Council on _______________, 2022 in accordance with the provisions of the California Environmental Quality Act (CEQA) and the CEQA Guidelines. Findings and a statement of overriding considerations were adopted by the City Council on _______________, 2022, by Resolution No. ______, and are incorporated herein by this reference; and ATTACHMENT C Page G-2.155
WHEREAS, the analysis in the Project EIR tiered from the ConnectMenlo Final EIR as appropriate and as further described in each environmental topic section in the EIR; and WHEREAS, after notice having been lawfully given, a public hearing was scheduled and held before the Planning Commission of the City of Menlo Park on October 24, 2022 and continued to November 3, 2022, to review and consider the Project, including the proposed amendment to the General Plan Circulation Map, whereat all persons interested therein might appear and be heard; and
WHEREAS, the Planning Commission of the City of Menlo Park, having fully reviewed, considered, and evaluated all the testimony and evidence submitted in this matter, voted affirmatively to recommend to the City Council of the City of Menlo Park to approve the amendment to the General Plan Circulation Map; and
WHEREAS, after notice having been lawfully given, a public hearing was scheduled and held before the City Council of the City of Menlo Park on _______________, 2022, to review and consider the Project, including the proposed amendment to the General Plan Circulation Map, whereat all persons interested therein might appear and be heard; and WHEREAS, the City Council of the City of Menlo Park having fully reviewed, considered, and evaluated all the testimony and evidence submitted in this matter, including the recommendation of the Planning Commission, voted affirmatively to approve the amendment to the General Plan Circulation Map.

NOW, THEREFORE, BE IT RESOLVED that the City Council finds the foregoing recitals are true and correct, and they are hereby incorporated by reference into this Resolution.

BE IT FURTHER RESOLVED that the City Council of the City of Menlo Park hereby approves the amendment to the General Plan Circulation Map, as depicted by and attached hereto as Exhibit A, and incorporated herein by this reference.

I, Judi A. Herren, City Clerk of Menlo Park, do hereby certify that the above and foregoing City Council Resolution was duly and regularly passed and adopted at a meeting by said City Council on the fifteenth day of November, 2022, by the following votes:

AYES:

NOES:

ABSENT:

ABSTAIN:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Official Seal of said City on this __ day of November, 2022.

Judi A. Herren, City Clerk
Ordinance No. XXXX

Exhibits:

A. General Plan circulation map
Ordinance No. XXXX

O’Brien Drive
East Loop Road West Street Willow Road
East Street Park Street
Center Street
North Loop Road
Main Street
Main Street
Hamilton Avenue
Adams Court
Ivy Drive
Adams Court
Ivy Drive
Willow Road
SamTrans Corridor
Hamilton Court Hamilton Avenue
Hamilton Avenue
O’Brien Drive
SamTrans Corridor
Main Street
Hamilton Court
Hamilton Avenue
LEGEND
BoulevardMain StreetAvenue - Mixed UseMixed Use CollectorMixed Use Collector - FutureNeighborhood CollectorLocal AccessMulti-use PathwayMulti-use Pathway - FuturePaseo (+/- 3,490 LF)Paseo - Future (+/- 3,515 LF)

WILLOW VILLAGE
Menlo Park, CA
Peninsula Innovation Partners
September 13, 2022

CURRENT GENERAL PLAN PROPOSED MASTER PLAN
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EXHIBIT A Ordinance No. XXXX

Page G-2.158
RESOLUTION NO. XXXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MENLO PARK APPROVING FINDINGS AND CONDITIONS FOR AN “A” VESTING

TENTATIVE PARCEL MAP FOR THE MAIN PROJECT SITE FOR THE WILLOW VILLAGE MASTER PLAN PROJECT CONSISTING OF UP TO 1.6 MILLION SQUARE FEET OF OFFICE AND ACCESSORY USES, UP TO 1,730
MULTIFAMILY DWELLING UNITS, UP TO 200,000 SQUARE FEET OF RETAIL USES, AN UP TO 193 ROOM HOTEL, AND ASSOCIATED OPEN SPACE AND

INFRASTRUCTURE
WHEREAS, the City received an application requesting to redevelop an approximately 59-acre industrial site (the “main Project Site”) plus three parcels (within two sites) west of Willow Road (the Hamilton Parcels, and collectively with the main Project Site, the “Project Site”) as a multiphase, mixed-use development consisting of up to 1.6 million square feet of office and accessory uses (a maximum of 1,250,000 square feet for office uses and the balance for accessory uses), up to 1,730 multifamily dwelling units, up to 200,000 square feet of retail, an up to 193-room hotel, and associated open space and infrastructure (the “Project”); and WHEREAS, an “A” Vesting Tentative Parcel Map creating legal non-buildable parcels for financing and conveyancing purposes and the construction of project-serving infrastructure improvements is proposed for the main Project Site; and WHEREAS, all required public notices and public hearings were duly given and held according to law; and
WHEREAS, an Environmental Impact Report (EIR) was prepared for the Project and certified by the City Council on _______________, 2022 (SCH: 2019090428), in accordance with the provisions of the California Environmental Quality Act (CEQA) and the CEQA Guidelines.

Findings and a statement of overriding considerations were adopted by the City Council on _______________, 2022, by Resolution No. ______, and are incorporated herein by this reference; and
WHEREAS, after notice having been lawfully given, a public hearing was scheduled and held before the Planning Commission of the City of Menlo Park (the “Planning Commission”) on October 24, 2022 and continued to November 3, 2022, to review and consider the Project, including the “A” Vesting Tentative Parcel Map for the main Project Site, whereat all persons interested therein might appear and be heard; and
WHEREAS, the Planning Commission, having fully reviewed, considered, and evaluated all the testimony and evidence submitted in this matter, voted affirmatively to recommend to the City Council of the City of Menlo Park (the “City Council”) to approve the “A” Vesting Tentative Parcel Map for the main Project Site; and
WHEREAS, after notice having been lawfully given, a public hearing was scheduled and held before the City Council on _______________, 2022, to review and consider the Project, including the “A” Vesting Tentative Parcel Map for the main Project Site, whereat all persons interested therein might appear and be heard; and
ATTACHMENT D Page G-2.159
WHEREAS, the City Council, having fully reviewed, considered, and evaluated all the testimony and evidence submitted in this matter, voted affirmatively to approve the “A” Vesting Tentative Parcel Map for the main Project Site.

NOW, THEREFORE, BE IT RESOLVED that the City Council finds the foregoing recitals are true and correct, and they are hereby incorporated by reference into this Resolution.

BE IT FURTHER RESOLVED that the City Council of the City of Menlo Park hereby approves the “A” Vesting Tentative Parcel Map for the main Project Site subject to conditions (Exhibit A), and subject to final approval of the rezoning for the Project. This approval is pursuant to the Subdivision Map Act and City of Menlo Park Municipal Code Section 15.20.050:

1. The proposed “A” Vesting Tentative Parcel Map for the main Project Site is technically correct and in compliance with all applicable State regulations, City General Plan, Zoning and Subdivision Ordinances, and the State Subdivision Map Act.

2. The proposed “A” Vesting Tentative Parcel Map for the main Project Site, including the contemplated design and improvements, is consistent with applicable General Plan goals and policies, in particular the goals for the Bayfront Area set forth in the General Plan Update (“ConnectMenlo”). The Project is consistent with the land use designations described in the General Plan and would be consistent with City General Plan policies as well as City Zoning Ordinance requirements for master-planned projects at the proposed density and for the types of use.

3. The Project Site is physically suitable for the proposed master-planned development, including the proposed density of development, and the design of the subdivision or the proposed improvements are not likely to cause substantial environmental damage or substantially injure fish or wildlife or their habitat. The Project is consistent with the density and uses for the site set forth in the General Plan. The Project Site is in a heavily urbanized area of the City currently occupied by developed/landscaped areas that include various urban uses and does not include any aquatic habitat. The Project would not cause substantial environmental damage to the already disturbed Project Site and would not substantially injure the limited wildlife that access the site or their habitat.

4. The design of the subdivision or types of improvements is not likely to cause serious public health or safety problems. The Project would comply with General Plan goals and policies, City Zoning and Subdivision Ordinances, and other applicable regulations designed to prevent serious health or safety problems.

5. The design of the subdivision or the type of improvements does not conflict with easements, acquired by the public at large, for access through or use of property within the proposed subdivision because alternate easements for access or use will be provided that are substantially equivalent to ones previously acquired by the public.

6. The Project is not subject to flood and inundation hazards and is not located within a slide area. The Project Site is located within the 100-year flood hazard zone. However, the contemplated Project design and improvements will be elevated so as to mitigate flood hazards, and the Project would comply with applicable requirements designed to mitigate flood hazards and address future sea level rise.

SEVERABILITY
If any term, provision, or portion of these findings or the application of these findings to a particular situation is held by a court to be invalid, void, or unenforceable, the remaining provisions of these findings, or their application to other actions related to the Project, shall continue in full force and effect unless amended or modified by the City.

Resolution No. XXXX

I, Judi A. Herren, City Clerk of Menlo Park, do hereby certify that the above and foregoing City Council Resolution was duly and regularly passed and adopted at a meeting by said City Council on the fifteenth day of November, 2022, by the following votes:

AYES:

NOES:

ABSENT:

ABSTAIN:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Official Seal of said City on this __ day of November, 2022.

Judi A. Herren, City Clerk
Exhibits:

A. Draft main project site vesting tentative map conditions

Resolution No. XXXX

Willow Village “A” Map
Conditions of Approval

1. As used in these Conditions of Approval:
a. “Applicant” shall mean Peninsula Innovation Partners, LLC. b. “Property Owner(s)” shall mean Peninsula Innovation Partners and its successors in interest to all or any part of the Project site. c. “Project” shall mean the development of approximately 1.8 million sf of nonresidential uses, composed of up to 1.6 million sf of office and accessory uses in the Campus District (consisting of up to 1.25 million sf of office space, with the balance of space for accessory use [up to 350,000 sf if the office sf is maximized], in multiple buildings) and up to approximately 200,000 sf of commercial/retail space; up to approximately 1,730 multi-family residential units; an up to 193-room hotel; and up to approximately 20 acres of open space at full buildout, including approximately 8 acres of publicly accessible parks, paths, and trails.

2. The Applicant shall comply with the applicable mitigation measures identified in Mitigation Monitoring and Reporting Program for the Project.

3. Prior to Parcel Map approval, Applicant shall pay all Public Works fees. Refer to City of Menlo Park Master Fee Schedule.

4. Applicant shall complete all of the following Temporary Improvements prior to removal of existing distribution improvements:
a. Domestic Water lines – The existing water system within the Willow Village main Project Site (“Main Project Site”) is comprised of 10” diameter mains with two points of connection off Willow Road and one point of connection each off Adams Court and O’Brien Drive. Prior to the removal of any of the above-described water distribution lines that provide service to off-site parcels, the Applicant shall design and construct a temporary 2,100 LF 16” diameter water main in a general alignment from Adams Court traversing north along the east side of Main Project Site, then along the northern boundary, then south generally aligned between existing Buildings MPK 47 and 48 to connect to the existing 10” main within existing Hamilton Avenue. Depending to the final alignment, sections of this distribution pipe, when designed and constructed to minimum City specifications, located within City public rights-of-way and City easements, and consistent with the Willow Village Hydraulic Evaluation shall be accepted as public improvements and as operatable components of the permanent domestic water distribution system.

Prior to the demolition of the existing domestic distribution water lines through the main Project site that serve development east of the Main Project site, Applicant shall design and construct a second temporary 12-inch domestic water Resolution No. XXXX

distribution pipeline generally parallel to the southern boundary of the Main Project Site, providing connectivity from Willow Road to O’Brien Drive near the southeasterly corner of the Main Project Site. This pipeline will connect to an existing pipeline in O’Brien and a 10” pipe entering the site along the southern boundary of the Main Project Site.

In the event any of the above temporary improvements are designed and constructed to the minimum specifications of the City, the City shall accept the temporary improvements within public rights-of-way and City easements as permanent public improvements.

All Domestic water distribution improvements shall conform to the recommendations contained within the West Yost Willow Village Hydraulic Evaluation dated February 3, 2022.
b. Natural Gas Line – The Main Project Site contains an existing primary gas line that crosses through the Main Project Site from Willow Road to the east along Hamilton Avenue and Hamilton Court and continues to the east providing service to the properties east of the Main Project Site. Prior to the demolition and removal of said existing gas line, the Applicant shall construct and make operational a replacement gas main, subject to the approval of PG&E.

Documentation of PG&E approval shall be provided to the Engineering Division prior to demolition of said existing gas line.

5. Demolition of Improvements
Applicant shall prepare and submit Demolition Plans to the City prior to the approval of the Parcel Map; however, in the event that Applicant files multiple Parcel Maps, the Demolition Plans, at a minimum, shall depict the demolition of all existing improvements within the boundaries of each Parcel Map. Prior to recordation of each Parcel Map, all existing buildings within the boundaries of that Parcel Map shall be removed unless a building is completely within the confines of a created parcel boundary and is retained for temporary use during the construction of the project improvements. In the event any building is retained for temporary purposes, the Applicant shall provide utility services and vehicular access subject to the approval of the Public Works Director. Additionally, surety for the demolition of said building(s), in amount agreed upon by the Public Works Director shall be provided prior to recordation of the Parcel Map which boundaries include said building.

6. Site Improvement Work
a. Department of Toxic Substance Control (DTSC) Approval: Prior to the commencement of ground disturbance activities within the Residential/Shopping District, the Property Owner shall have received approval of the Willow Village Removal Action Work Plan (RAW), Site Management Plan (SMP) and Health and Safety Plan (HSP) for the Residential/Shopping District from DTSC. Prior to Resolution No. XXXX

commencement of ground disturbance activities within each the Campus District and the Town Square District, the Property Owner shall have received DTSC approval of the SMP and HSP for each the Campus District and the Town Square District, as applicable. Documentation of compliance shall be provided to the Building, Planning, and Engineering Divisions prior to commencement of ground disturbance activities.
b. Site Improvement Work
i. Prior to the recordation of each Parcel Map, Applicant shall prepare and submit for City approval: Improvement Plans for all Main Project Siteserving improvements within that Parcel Map, which shall include Mass Grading, Utilities, On-site Circulation Improvements consisting of Roadways and Intersection Improvements and Public Realm Landscaping and Street Furnishings. Submittal of a Parcel Map is not a prerequisite for obtaining City approval of any of the above-mentioned plans.
ii. Construction Agreement: In the event construction of site improvements commences in advance of approval of a Parcel Map that would require a Subdivision Improvement Agreement, prior to commencing construction of the site improvements, the Applicant shall enter into a Construction Agreement with the City. Approval shall not be unreasonably withheld or conditioned so long as the following is provided: adequate security in favor of the City for completion of construction of the site improvements, provisions for dedicating improvements to the City upon completion, and permits for the replacement with a Subdivision Improvement Agreement. iii. Imported Fill: The imported fill must meet the City of Menlo Park’s requirements. Documentation demonstrating that the fill meets the City’s requirements must be submitted to and approved by the Building Official or their designee prior to fill being brought on site. Fill requirements are outlined in CBC appendix J section J107 as adopted in MPMC Section

12.06.020.
c. Willow Road Improvements
i. Applicant shall submit Willow Road Improvement Plans to the City for approval concurrent with the submittal of the first Parcel Map. The Willow Road Improvement Plans shall be comprised of the below listed “Willow Road Improvements” within Caltrans’ right-of-way. Improvement Plans shall include surface improvements, traffic signals, bicycle lanes, utility improvements, striping and signage improvements and other frontage improvements addressing both sides of Willow Road. The City shall cooperate with Applicant in its efforts to obtain encroachment permits and other applicable approvals from Caltrans.

1. Realigned Willow Road/Hamilton Avenue intersection
Resolution No. XXXX

2. New Willow Road/Park Street intersection

3. Class IV bicycle lanes on Willow Road
ii. Prior to City authorization of Applicant submittal of the Willow Road Improvement Plans to Caltrans, City staff will provide an update on the design of the improvements to the City Council. The Applicant shall provide the City 30-day notice of the submittal of Willow Improvement Plans and the City staff shall endeavor to provide such update no later than 60 days following Applicant’s submittal to the City of the proposed Willow Road Improvement Plans.
iii. Prior to the issuance of the first permit for the Site Improvement Work, the Applicant shall submit Willow Road Improvement Plans to Caltrans and apply for encroachment permit approvals no later than 30 days after City reviews and authorizes in writing the submittal to Caltrans; iv. Applicant shall submit documentation of Caltrans’ approval of the encroachment permit prior to the City approval of said Willow Road Improvement Plans
v. Applicant shall complete Willow Road Improvements prior to the certificate of occupancy for the first building on the Main Project Site. vi. In the event construction of the Willow Road Improvements is delayed due to circumstances outside of the Applicant’s reasonable control, the Public Works Director may grant an extension based on substantial evidence from the Applicant that the delay is based on external circumstances, and the Applicant demonstrates a good faith effort to complete the improvements. Any extension would be based on an agreed upon timeline by the Public Works Director and the Applicant. d. SF PUC Approvals: Prior to issuance of the building permit for the first building on the Main Project Site, the Applicant shall obtain San Francisco Public Utilities Commission (“SF PUC”) approval for a lease, license, easement agreement, or other authorization to permit the construction and operation of the following proposed public improvements concurrently with separate or combined applications. In pursuit of the necessary approvals the City shall be the applicant for public improvements that require approval and granting a lease, license, easement agreement, or other authorization from SF PUC. i. Main Street/O’Brien Drive roundabout intersection improvements within the SF PUC right of way.
ii. Installation of a 48-inch storm drain within the Menlo Park Storm Drain Channel and filling of said channel partially located within SF PUC rightof-way. e. Prior to the construction of the O’Brien Drive/Main Street roundabout intersection improvements, Applicant shall acquire an easement for public right-of-way Resolution No. XXXX

purposes from properties affected by the alignment of the proposed improvement.
f. Prior to certificate of occupancy for the first building on the Main Project Site, the applicant shall complete the Willow Road and SF PUC Improvements to satisfaction of the City Engineer and SF PUC.
g. In the event construction of the SF PUC Improvements is delayed due to circumstance outside of the Applicant’s reasonable control, the Public Works Director may grant an extension based on substantial evidence from the Applicant that the delay is based on external circumstances, and the Applicant demonstrates a good faith effort to complete the improvements. Any extension would be based on an agreed upon timeline by the Public Works Director and the Applicant.

7. Prior to Parcel Map approval or the commencement of soil disturbing activities, whichever occurs first, Applicant shall prepare and submit plans for soil disturbance area for: 1) construction safety fences around the periphery of the construction area, 2) dust control, 3) air pollution control, 4) erosion and sedimentation control, 5) tree protection fencing, 6) traffic control plans shall provide accommodation for safe pedestrian and bicycle travel through the construction zone and 7) construction vehicle parking. The plans shall be subject to review and approval by the Building, Engineering, and Planning Divisions. The fences and erosion and sedimentation control measures shall be installed according to the approved plan prior to commencing soil disturbing activities.

8. Prior to each Parcel Map approval, the Applicant shall prepare and submit Improvement Plans for the applicable Parcel Map to the Engineering, Utilities, and Planning Divisions for approval. Improvement Plans are required for all project serving off-site infrastructure improvements, including Willow Road Improvements, and shall incorporate the following:
a. Improvement Plans shall include, at minimum, specifications, engineer’s cost estimates, and all engineering calculations necessary to substantiate the design of the following improvements: proposed roadways, drainage improvements, utilities, traffic control devices, required retaining walls, sanitary sewers, storm water conveyance improvements, pump/lift stations, street lightings, landscaping and other project improvements. All public improvements shall be designed and constructed to the satisfaction of the Engineering Division. Submittal of a Parcel Map is not a prerequisite of obtaining City approval of the any of the abovementioned plans. Improvement Plans shall also provide the following:
• Existing Topography (NAVD 88’)
• Demolition Plan
• Site Plan (including easement dedications, if applicable) • Construction Parking Plan
• Grading and Drainage Plan
Resolution No. XXXX

• Utility Plan
• Off-site Improvement Plan
• Erosion Control Plan / Tree Protection Plan
• Planting and Irrigation Plan
• Construction Details (including references to City Standards) i. Grading and drainage plans shall demonstrate how post-construction runoff conveyed into storm drains shall not exceed existing site runoff levels. A Hydrology Report will be required to the satisfaction of the Engineering Division.
ii. Landscape Screening: Landscaping shall screen all public utility equipment that is installed within the public rights-of-way and cannot be placed underground, subject, however, to the requirements of the Menlo Park Fire Protection District, the West Bay Sanitary District, PG&E, and any other applicable agencies regarding utility clearances and screening. The Improvement Plans shall depict new public utility installation’s exact locations of any meters, back flow prevention devices, transformers, junction boxes, relay boxes and other equipment boxes installed within the public right of way or public easement area.

The Improvement Plans shall also depict landscape screening. The screening shall be compatible and unobtrusive and subject to the review and approval of the Planning Division which approval will be required prior to the City’s approval of the Improvement Plans.
iii. Public Realm Landscape Plans: Improvement Plans shall include detailed landscape plans for the public realm areas of the Main Project Site, as shown on Exhibit G5.18 Conceptual Public Realm Tree Planting Plan of the Willow Village Master Plan including the size, species, and location including an irrigation plans for review and approval by the Planning, Engineering, Transportation Divisions and City Arborist. The Landscape Plan sheets shall include public realm onsite landscaping (including heritage tree replacements if applicable) for the respective area that the plans address. All Landscape Plans shall include measures addressing adequate sight distance visibility, screening for above grade utilities within the rights-of-way with labels for the utility boxes sizes and heights, and documentation confirming compliance with the Water Efficient Landscaping Ordinance (Municipal Code Chapter 12.44) subject to review and approval by the Engineering Division. The Landscape Plans shall substantially comply with Sheets G5.18, G5.19, and G5.20 in the masterplan plan set.

Heritage tree replacements (in accordance with section 10.7 of the CDP) shall be identified on the Landscape Plans and subject to review and approval by the City Arborist.
iv. Truck Route Plan: The Applicant shall submit a truck route plan concurrent with the Improvement Plan set approval for the scope of Resolution No. XXXX

construction as evidenced by said improvement plans and based on the City’s Municipal Code requirements, for review and approval by the Transportation Division. The Applicant shall also submit a permit application and pay applicable fees relating to the truck route plan, to the satisfaction of the Public Works Director or designee.
v. Construction and Demolition Debris: As applicable, the Applicant shall comply with the requirements of Chapter 12.48 (Salvaging and Recycling of Construction and Demolition Debris) of the City of Menlo Park Municipal Code, subject to review and approval by the Building Official or designee.
vi. Erosion and Sedimentation Control: Concurrent with Improvement Plan submittal the Applicant shall submit a plan for construction of safety fences around the periphery of the construction area and a demolition Erosion and Sedimentation Control Plan. The fences and erosion and sedimentation control measures shall be installed according to the plan prior to commencing construction. The plans shall be reviewed and approved by the Engineering, Building, and Planning Divisions prior to issuance of a demolition permit.
vii. Tree Protection: Trees in the vicinity of the construction project that are to remain shall be protected pursuant to the Heritage Tree Ordinance section 13.24.030.
i. The Project Arborist shall provide a tree protection verification letter to the City Arborist prior to the start of demolition/construction activities. The tree protection verification letter shall include photos of the installed tree protection measures as specified by the Project Arborist and identify that the Arborist will conduct monthly
inspections of the protective measures. During the
monthly inspection the Arborist shall assess and monitor the effectiveness of the Tree Protection Plan and provide recommendations for additional care or treatment. The
Project Arborist shall provide a monthly inspection report to the City Arborist and Planning Division to document
compliance and for the City Arborist review and input on any recommendations for additional care.
b. Green Infrastructure: The Improvement Plans shall include Green Infrastructure in the form of a stormwater treatment area to treat runoff from the public and private street rights-of-way. The treatment area shall be located within the landscape area between the curb and sidewalk. Sizing and design shall conform to San Mateo Countywide Water Pollution Prevention Program design templates and technical guidance and be approved by the Engineering Division.

Resolution No. XXXX

c. Water Efficient Landscape Ordinance: The Applicant shall provide documentation indicating the amount of irrigated landscaping within the Improvement Plans for the area of Parcel Map within the Main Project Site. If the project proposes more than 500 square feet of irrigated landscaping, it is subject to the City's Water Efficient Landscaping Ordinance (Municipal Code Chapter 12.44). Submittal of a detailed landscape plan would be required concurrently with the submittal of Improvement Plan Set subject to review and approval by the Engineering Division.

9. Prior to approval of the Improvements Plans, all potential utility conflicts shall be potholed by Applicant with actual depths documented on the Improvement Plans submitted for City review and approval.

10. For areas that have undergone site clearing and have remaining exposed soil by the start of the wet season (October 1 through April 30), the Applicant shall implement a winterization program to minimize the potential for erosion and sedimentation. As appropriate to the site and status of construction, winterization requirements shall include inspecting/maintaining/cleaning all soil erosion and sedimentation controls prior to, during, and immediately after each storm event; stabilizing disturbed soils through temporary or permanent seeding, mulching, matting, tarping or other physical means; rocking unpaved vehicle access to limit dispersion of mulch onto public right-of-way; and covering/tarping stored construction materials, fuels, and other chemicals. Plans to include proposed measures to prevent erosion and polluted runoff from all site conditions shall be submitted for review and approval of the Engineering Division prior to beginning site clearing activities.

11. The Applicant shall retain a civil engineer to prepare "as-built" or "record" drawings of public improvements, and the drawings shall be submitted in AutoCAD and Adobe PDF formats to the Engineering Division prior to dedication and acceptance of improvements.

12. All public right-of-way improvements, including frontage improvements and the dedication of easements and public right-of-way, shall be completed to the satisfaction of the Engineering Division prior acceptance of such public improvements. Frontage improvements, limited to sidewalks, landscape and urban furnishing, on a fronting parcel can be deferred until completion of construction on the adjacent parcel, provided that such improvements are secured under a separate Improvement Agreement and commensurate surety for completion of said improvements has been provided, subject to review and approval of the Public Works Director. Project serving private improvements depicted within the Improvement Plan set, consisting of frontage improvements, streets, utilities, landscape improvements and dedication of easements shall be completed to the satisfaction of the Engineering Division prior to the issuance of the first building occupancy. Upon Applicant’s/Property Owner’s completion of these improvements, Applicant/Property Owner shall offer for dedication to City such improvements as completed and City shall promptly accept the completed improvements and release to the Applicant/Property Owner any surety bonds or other security posted in connection with performance thereof in accordance with the terms of such bonds.

Resolution No. XXXX

13. Prior to Parcel Map approval, the Applicant shall enter into a Subdivision Improvement Agreement and provide performance bonds for the completion of the improvements as shown on the approved project Improvement Plans. The Applicant shall obtain an encroachment permit from the appropriate reviewing and permitting jurisdiction prior to commencing any work within the public right-of-way or public easements.

14. Heritage Tree Replacements: The Applicant is permitted to remove up to 276 heritage trees on the Project Site and 16 heritage trees for construction of the new O’Brien intersection, as determined by the Project Arborist in the Tree Survey Report dated August 16, 2022 and shown on Sheets G1.06-1.09 and Appendix 9 of the Project Plans.

A minimum of value of $3,413,400 in heritage tree replacements are required for the Project Site. Heritage tree replacements shall be a minimum of 24-inch box size and are required to be planted at grade. The number of heritage tree replacements shall be tracked by the City and Applicant in accordance with the compliance matrix, dated June 23, 2022 and on file with the City.

15. Any Final Map/Parcel Map that includes an irrevocable offer of dedication for rights-ofway or other public facilities, shall be approved by and dedication accepted by the City Council.

16. Each Final Map/Parcel Map shall contain the final street names for the proposed streets that are offered for dedication or otherwise established on said map. The street names shown in the Vesting Tentative Map shall be considered “placeholders.”

17. Prior to the Final Map/Parcel Map action by the City Council, the applicant shall provide the Public Works Department with preferred and alternate street names for review by the City Council.

18. The City has approved this Map in conjunction with a Development Agreement. During the term of the Development Agreement, this Map shall be subject to the terms and conditions of the Development Agreement and, in the event of a conflict, the terms and conditions of the Development Agreement shall prevail.

Resolution No. XXXX

RESOLUTION NO. XXXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MENLO PARK

APPROVING FINDINGS AND CONDITIONS FOR A VESTING TENTATIVE

SUBDIVISION MAP FOR THE HAMILTON AVENUE REALIGNMENT PORTION

OF THE WILLOW VILLAGE MASTER PLAN PROJECT CONSISTING OF UP TO 1.6 MILLION SQUARE FEET OF OFFICE AND ACCESSORY USES, UP TO 1,730 MULTIFAMILY DWELLING UNITS, UP TO 200,000 SQUARE FEET OF RETAIL USES, AN UP TO 193 ROOM HOTEL, AND ASSOCIATED OPEN

SPACE AND INFRASTRUCTURE
WHEREAS, the City received an application requesting to redevelop an approximately 59-acre industrial site (the “main Project Site”) plus three parcels (within two sites) west of Willow Road (the “Hamilton Parcels,” and collectively with the main Project Site, the “Project Site”) as a multiphase, mixed-use development consisting of up to 1.6 million square feet of office and accessory uses (a maximum of 1,250,000 square feet of office uses and the balance for accessory uses), up to 1,730 multifamily dwelling units, up to 200,000 square feet of retail, an up to 193-room hotel, and associated open space and infrastructure (the “Project”); and WHEREAS, a Vesting Tentative Subdivision Map for a subdivision is proposed for the Hamilton Avenue realignment proposed as part of the Project (“Hamilton VTM”); and WHEREAS, all required public notices and public hearings were duly given and held according to law; and
WHEREAS, an Environmental Impact Report (EIR) was prepared for the Project and certified by the City Council on _______________, 2022 (SCH: 2019090428), in accordance with the provisions of the California Environmental Quality Act (CEQA) and the CEQA Guidelines.

Findings and a statement of overriding considerations were adopted by the City Council on _______________, 2022, by Resolution No. ______, and are incorporated herein by this reference; and
WHEREAS, after notice having been lawfully given, a public hearing was scheduled and held before the Planning Commission of the City of Menlo Park (the “Planning Commission”) on October 24, 2022 and continued to November 3, 2022, to review and consider the Project, including the Hamilton VTM, whereat all persons interested therein might appear and be heard; and
WHEREAS, the Planning Commission, having fully reviewed, considered, and evaluated all the testimony and evidence submitted in this matter, voted affirmatively to recommend to the City Council of the City of Menlo Park (the “City Council”) to approve the Hamilton VTM; and WHEREAS, after notice having been lawfully given, a public hearing was scheduled and held before the City Council on _______________, 2022, to review and consider the Project, including the Hamilton VTM, whereat all persons interested therein might appear and be heard; and
WHEREAS, the City Council, having fully reviewed, considered, and evaluated all the testimony and evidence submitted in this matter, voted affirmatively to approve the Hamilton VTM.

ATTACHMENT E Page G-2.171
NOW, THEREFORE, BE IT RESOLVED that the City Council finds the foregoing recitals are true and correct, and they are hereby incorporated by reference into this Resolution.

BE IT FURTHER RESOLVED that the City Council of the City of Menlo Park hereby approves the Hamilton VTM subject to conditions (Exhibit A) for the Project. This approval is pursuant to the Subdivision Map Act and City of Menlo Park Municipal Code Section 15.20.050:

1. The Hamilton VTM is technically correct and in compliance with all applicable State regulations, City General Plan, Zoning and Subdivision Ordinances, and the State Subdivision Map Act.

2. The proposed Hamilton VTM, including the contemplated design and improvements, is consistent with applicable General Plan goals and policies, in particular the goals for the Bayfront Area set forth in the General Plan Update (“ConnectMenlo”). The Project is consistent with the land use designations described in the General Plan and would be consistent with City General Plan policies as well as City Zoning Ordinance requirements for master-planned projects at the proposed density and for the types of use.

3. The Project Site is physically suitable for the proposed master-planned development, including the proposed density of development, and the design of the subdivision or the proposed improvements are not likely to cause substantial environmental damage or substantially injure fish or wildlife or their habitat. The Project is consistent with the density and uses for the site set forth in the General Plan. The Project Site is in a heavily urbanized area of the City currently occupied by developed/landscaped areas that include various urban uses and does not include any aquatic habitat. The Project would not cause substantial environmental damage to the already disturbed Project Site and would not substantially injure the limited wildlife that access the site or their habitat.

4. The design of the subdivision or types of improvements is not likely to cause serious public health or safety problems. The Project would comply with General Plan goals and policies, City Zoning and Subdivision Ordinances, and other applicable regulations designed to prevent serious health or safety problems.

5. The design of the subdivision or the type of improvements does not conflict with easements, acquired by the public at large, for access through or use of property within the proposed subdivision because alternate easements for access or use will be provided that are substantially equivalent to ones previously acquired by the public.

6. The Project is subject to flood and inundation hazards but is not located within a slide area.

The Project Site is located within the 100-year flood hazard zone. However, the contemplated Project improvements will be designed so as to mitigate flood hazards, and the Project would comply with applicable requirements designed to mitigate flood hazards and address future sea level rise.

SEVERABILITY
If any term, provision, or portion of these findings or the application of these findings to a particular situation is held by a court to be invalid, void, or unenforceable, the remaining provisions of these findings, or their application to other actions related to the Project, shall continue in full force and effect unless amended or modified by the City. //
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Resolution No. XXXX

I, Judi A. Herren, City Clerk of Menlo Park, do hereby certify that the above and foregoing City Council Resolution was duly and regularly passed and adopted at a meeting by said City Council on the fifteenth day of November, 2022, by the following votes:

AYES:

NOES:

ABSENT:

ABSTAIN:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Official Seal of said City on this __ day of November, 2022.

Judi A. Herren, City Clerk
Exhibits:

A. Draft Hamilton Avenue parcels vesting tentative map conditions Resolution No. XXXX

Conditions of Approval – Parcels west of Willow Road
Standard Conditions
Prior to Parcel Map Approval

1. Prior to approval of the Parcel Map the Applicant shall comply with all requirements of the Building Division, Engineering Division, and Transportation Division that are directly applicable to the project.

2. Applicant shall prepare and submit Demolition Plans to the City prior to the approval of the Parcel Map. The Demolition Plans, at a minimum, shall depict the demolition of all existing improvements within Parcel 1 that would conflict with the proposed reconfigured Parcel 1.

3. Prior to recordation of the Parcel Map, any existing buildings/structures that conflict with future proposed parcel boundaries of the Parcel Map shall be demolished subject to City approved Demolition Plans and Permit.

4. Prior to Parcel Map approval, Applicant shall submit plans for: 1) construction safety fences
around the periphery of the construction area on private property, 2) dust control, 3) air pollution control, 4) erosion and sedimentation control, 5) tree protection fencing, and 6) construction vehicle parking. The plans shall be subject to review and approval by the Building, Engineering, and Planning Divisions. The fences and erosion and sedimentation control measures shall be installed according to the approved plan prior to commencing construction.

5. Prior to Parcel Map approval, Applicant shall submit a Grading and Drainage Plan which may be included in the Improvement Plan set for review and approval. Post-construction runoff into the storm drain shall not exceed preconstruction runoff levels. A Hydrology Report calculating post construction performance will be required to the satisfaction of the Engineering Division.

6. Prior to Parcel Map approval, the Applicant shall submit engineered Off-Site Improvement Plans (including plans, specifications & engineer’s cost estimates), for approval by the Engineering Division, showing the infrastructure necessary to serve the Project. The Off-Site Improvement Plans shall include, but are not limited to, all engineering calculations necessary to substantiate the design of proposed realigned Hamilton Avenue improvements and associated relocation of utilities, traffic control devices, street lighting, and streetscape landscaping improvements, and shall incorporate the following:
a. The Off-Site Improvement Plans shall depict a realigned Menlo Park Utilities 12 inch domestic water mainline in an alignment within Willow Road. b. The Applicant shall extend the existing 10 foot shared bicycle/pedestrian path within Parcel 2 along Willow Road to the realigned Willow Road/Hamilton Avenue intersection improvements.

Resolution No. XXXX

c. The relocated Bus Stop on Willow Road shall accommodate the proposed Class IV bicycle lanes on Willow Road and necessary ADA accommodations, including a bus shelter.
d. Off-Site Improvement Plans shall include, but are not limited to:
• Existing Topography (NAVD 88’)
• Demolition Plan
• Site Plan (including easement dedications, if applicable) • Construction Parking Plan
• Grading and Drainage Plan
• Utility Plan
• Off-site Improvement Plan
• Erosion Control Plan / Tree Protection Plan
• Planting and Irrigation Plan
• Construction Details (including references to City Standards) e. All public improvements shall be designed and constructed to the satisfaction of the Engineering Division.

7. Green Infrastructure: The Off-Site Improvement Plans shall include Green Infrastructure in the form of a stormwater treatment area along the project’s frontage to treat runoff from the public right-of-way. The treatment area shall be located within the landscape area between the curb and sidewalk. Sizing and design shall conform to San Mateo Countywide Water Pollution Prevention Program design templates and technical guidance and be approved by the Engineering Division.

8. Landscape Screening: Landscaping shall screen all public utility equipment that is installed within the public rights-of-way and cannot be placed underground, subject, however, to the requirements of the Menlo Park Fire Protection District, the West Bay Sanitary District, PG&E, and any other applicable agencies regarding utility clearances and screening. The Off-Site Improvement Plans shall depict new utility installations, exact locations of any meters, back flow prevention devices, transformers, junction boxes, relay boxes and other equipment boxes installed within the public right of way or public easement area. The Off-Site Improvement Plans shall also depict the landscape screening. The screening shall be compatible and unobtrusive and subject to the review and approval of the Engineering and Planning Divisions; which approval will be required prior to the City’s approval of the Off-Site Improvement Plans.

9. Stormwater Management Report: Prior to Parcel Map approval, the applicant shall submit a Storm Water Management Report for the public right-of-way that meets the requirements of the San Mateo County’s C.3 Stormwater Technical Guidance Manual.

10. Prior to Parcel Map approval, Applicant shall provide documentation indicating the amount of irrigated landscaping within the public right-of-way. If the project proposes more than 500 square feet of irrigated landscaping, it is subject to the City's Water Efficient Landscaping Ordinance (Municipal Code Chapter 12.44). A detailed landscape plan shall be included in the Off-Site Improvement Plans and shall be subject to review and approval by the Engineering Division.

Resolution No. XXXX

11. Prior to Parcel Map approval, Applicant shall submit a plan for any new utility installations or upgrades for review and approval of the Planning, Engineering and Building Divisions. The plan shall show locations of all meters, back flow prevention devices, transformers, junction boxes, relay boxes, and other equipment boxes.

12. Prior to Parcel Map approval, Applicant shall pay all Public Works fees. Refer to City of Menlo Park Master Fee Schedule.

13. Prior to Parcel Map approval, the Applicant shall enter into a Subdivision Improvement Agreement and provide a performance bond for the completion of the off-site improvements as shown on the approved Off-Site Improvement plans. The Applicant shall obtain an encroachment permit, from the appropriate reviewing jurisdiction, prior to commencing any work within the right-of-way or public easements.

14. Prior to Parcel Map approval, Applicant shall submit draft updates to the recorded February 25, 1999, Covenants, Conditions and Restrictions (CC&Rs) to the City for review and approval by the Engineering Division, Planning Division and City Attorney.

The CC&Rs shall include amendments for the maintenance of storm water treatment improvements either within and/or adjacent to the Project site or constructed to serve the Project.

Prior to Construction

15. Prior to the commencement of the construction of public improvements, the Applicant shall obtain approval of the Willow Road Improvements encroachment permit from Caltrans as follows:
a. Submit a substantially complete set of Willow Road Improvement Plans to the City concurrent with the approval of the Willow Village Phase I Improvement Plans. The “Willow Road Improvement Plans” shall be comprised of the following improvements within Caltrans’ right-of-way:

1. Realigned Willow Road/Hamilton Avenue intersection;

2. New Willow Road/Park Street intersection; and

3. Class IV bicycle lanes on Willow Road.

Willow Road Improvement Plans shall include surface improvements, traffic signals, bicycle lanes, utility improvements, striping and signage improvements and other frontage improvements addressing both sides of Willow Road. The City shall cooperate with Applicant in its efforts to obtain an encroachment permit and other applicable approvals from Caltrans.
b. Caltrans Approval: Applicant shall submit applications to Caltrans no later than 30 days after City approval of the Willow Road Improvement Plans, and diligently pursue approvals.

Resolution No. XXXX

16. Truck Route Plan: The Applicant shall submit a truck route plan concurrent with the approval of the Off-Site Improvement Plan set based on the City’s municipal code requirements, for review and approval by the Transportation Division. The Applicant shall also submit a permit application and pay fees, if applicable, relating to the truck route plan, to the satisfaction of the Public Works Director.

During Construction

17. Salvaging and Recycling of Construction and Demolition Debris: For demolition of the existing improvements and the segment of Hamilton Avenue that is to be demolished, the Applicant shall comply with the requirements of Chapter 12.48 (Salvaging and Recycling of Construction and Demolition Debris) of the City of Menlo Park Municipal Code, which compliance shall be subject to review and approval by the Building Official or designee.

18. For areas that have undergone site clearing and have exposed soil by the start of the wet season (October 1 through April 30), the Applicant shall implement a winterization program to minimize the potential for erosion and sedimentation. As appropriate to the site and status of construction, winterization requirements shall include inspecting/maintaining/cleaning all soil erosion and sedimentation controls prior to, during, and immediately after each storm event; stabilizing disturbed soils through temporary or permanent seeding, mulching, matting, tarping or other physical means; rocking unpaved vehicle access to limit dispersion of much onto public right-of-way; and covering/tarping stored construction materials, fuels, and other chemicals. Erosion Plans shall include proposed measures to prevent erosion and polluted runoff occurring from site conditions shall be submitted for review and approval of the Engineering Division prior to beginning site clearing activities.

19. Stormwater Pollution Prevention Program Best Management Practices (BMPs) for construction shall be implemented to protect water quality, in accordance with the approved Stormwater Pollution Prevention Plan (SWPPP). BMP plan sheets are available electronically for inserting into Project plans.

Additional General Conditions

20. Within two years from the date of approval of the tentative parcel map, the Applicant shall submit a Parcel Map for City approval and recordation or apply for an extension of time consistent with section 66463.5(a) of the Subdivision Map Act.

21. The Applicant shall adhere to the Subdivision Map Act and Chapter 15 of the City's Municipal Code.

22. West Bay Sanitary District Requirements: The Property Owner shall comply with all regulations of the West Bay Sanitary District that are directly applicable to the Project.

Resolution No. XXXX

23. Menlo Park Fire Protection District Requirements: The Property Owner shall comply with all Menlo Park Fire Protection District regulations governing site improvements, Fire Code compliance, and access verification that are directly applicable to the Project.

24. During the design phase of the construction drawings, all potential utility conflicts shall be potholed with actual depths recorded on the improvement plans submitted for City review and approval.

25. The Applicant shall retain a civil engineer to prepare "as-built" or "record" drawings of public improvements, and the drawings shall be submitted in AutoCAD and Adobe PDF formats to the Engineering Division prior to Final Occupancy.

Project-Specific Conditions

1. The Parcel Map shall indicate and provide irrevocable offers of right-of-way dedication and public easements, as shown on tentative map dated October 7, 2022.

2. “No Objection” letters shall be provided to the City from all utilities companies prior to abandonment of public right of ways and public utility easements.

3. The existing Hamilton Avenue roadway shall remain operational until the cutover to the new alignment.

Resolution No. XXXX

ORDINANCE NO. XXXX

ORDINANCE OF THE CITY COUNCIL OF THE CITY OF MENLO PARK

AMENDING THE CITY ZONING MAP, REZONING CERTAIN PROPERTIES TO ADD A CONDITIONAL DEVELOPMENT (“X”) COMBINING DISTRICT, AND

APPROVING A CONDITIONAL DEVELOPMENT PERMIT FOR THE WILLOW

VILLAGE MASTER PLAN PROJECT
The City Council of the City of Menlo Park does ordain as follows:

SECTION 1.

The City Council of the City of Menlo Park hereby finds and declares as follows:

A. The City received an application requesting to redevelop an approximately 59-acre industrial site (the “main Project Site”) plus three parcels (within two sites) west of Willow Road (the “Hamilton Parcels” and collectively, with the main Project Site, the “Project Site”) as a mixeduse development consisting of up to 1.6 million square feet of office and accessory uses (a maximum of 1,250,000 square feet for office uses and the balance for accessory uses), up to 1,730 multifamily dwelling units, up to 200,000 square feet of retail uses, an up to 193- room hotel, and associated open space and infrastructure (the “Project”).

B. Amendment of the City zoning map is necessary to modify the circulation plan with regard to the locations for new street connections to the surrounding roadway network as well as the locations of public rights-of-way and paseos and the inclusion of multi-use pathways within the main Project Site as shown in Exhibit A, attached hereto and incorporated herein by this reference.

C. Rezoning of the main Project Site as shown in Exhibit A is necessary to add a conditional development (“X”) combining district, thereby allowing special regulations and conditions to be added at the main Project Site (combined with the base O-B and R-MU-B regulations) as part of the proposed Project.

D. The Project is eligible for a Conditional Development Permit under Menlo Park Municipal Code section 16.82.055(1) in that the main Project Site is more than one acre and is not located in the SP-ECR/D district.

E. Approving the Conditional Development Permit is necessary to authorize development of the Project on the main Project Site, including variants of the Project, including to authorize certain modifications to the requirements of the O and R-MU zoning districts for the Project in accordance with Municipal Code Section 16.82.050, authorize a master planned project in accordance with Municipal Code Sections 16.43.055 and 16.45.55, authorize bonus level development and require the provision of community amenities in accordance with Municipal Code Sections 16.43.060 through .070 and 16.45.60 through 70, approve uses identified in the Conditional Development Permit in accordance with Menlo Park Municipal Code sections 16.43.020 through .040, 16.45.020 through .040, and 16.78.030, approve waivers to Bird Friendly Design requirements pursuant to Municipal Code Sections 16.43.140(6) and

16.45.130(6), approve transportation demand management plans in accordance with Municipal Code Sections 16.43.100 and 16.45.90, establish a procedure for future consideration and approval of a Master Sign Program to establish signage standards and guidelines, and approve an exception to the unbundled parking requirement pursuant to Municipal Code Section 16.45.080(1).

F. The proposed amendment to the City zoning map and rezoning of the main Project Site, as shown in Exhibit A, as well as the approval of the Conditional Development Permit, would promote a mixed-use live/work/play environment through the inclusion of multifamily housing, including affordable residential units, along with office, retail, hotel and recreational uses at the density and intensity envisioned in the ConnectMenlo General Plan (“General Plan”).

ATTACHMENT F Page G-2.179
G. The proposed amendment of the City zoning map and rezoning of the main Project Site, as shown in Exhibit A, as well as the Conditional Development Permit are consistent with the General Plan, including the land use designations for the main Project Site.

SECTION 2.

An Environmental Impact Report (EIR) was prepared for the Project and certified by the City Council on _______________, 2022 (SCH# 2019090428), in accordance with the provisions of the California Environmental Quality Act (CEQA) and the CEQA Guidelines. Findings and a statement of overriding considerations were adopted by the City Council on _______________, 2022, by Resolution No. ______, and are incorporated herein by this reference. The analysis in the Project EIR tiered from the ConnectMenlo Final EIR, as appropriate and as further described in each environmental topic section in the EIR.

SECTION 3.

The Planning Commission of the City of Menlo Park (the “Planning Commission”) held a duly noticed public hearing on October 24, 2022 and continued to November 3, 2022, to review and consider the Project, including the proposed amendment to the zoning map and the rezoning of the main Project Site, as shown on Exhibit A, and the Conditional Development Permit, whereat all interested persons had the opportunity to appear and comment.

SECTION 4.

The Planning Commission, having fully reviewed, considered, and evaluated all the testimony and evidence submitted in this matter, voted affirmatively to recommend to the City Council of the City of Menlo Park (the “City Council”) to approve the Project with recommended modifications, including the proposed amendment to the zoning map and the rezoning of the main Project Site, as shown on Exhibit A, as well as the Conditional Development Permit. In considering the Project, the Planning Commission considered and gave due regard to the nature and condition of all adjacent uses and structures and the impact of the Project thereon, and in relation to the effect upon the immediate neighborhood and the City. In accordance with Municipal Code Sections 16.82.030, 16.78.020, and 16.82.440, the Planning Commission found that approval of the Conditional Development Permit, including all uses permitted therein, would be consistent with the ConnectMenlo General Plan and would not be detrimental to the health, safety, morals, comfort and general welfare of the persons residing or working in the neighborhood of the Project, would not be unreasonably incompatible with uses permitted in surrounding areas, and would not be injurious or detrimental to property and improvements in the neighborhood or the general welfare of the City. The diesel emergency generators would meet the requirements of all reviewing and permitting agencies. The expanded construction hours include requirements to limit noise generating activities outside of the typical construction hours unless determined by the Building and Planning Divisions that an exception for specific activities is necessary (e.g. offsite evening/night work or other on-site activities that cannot occur during the typical construction hours). The Planning Commission further found that the public convenience or necessity would be served by the issuance of licenses to sell alcohol contemplated by the Conditional Development Permit and that the outdoor seating contemplated by the Conditional Development Permit would maintain unimpeded pedestrian access on the public right-of-way.

SECTION 5.

The City Council held a duly noticed public hearing on _____________, 2022, to review and consider the Project, including the proposed amendment to the zoning map and the rezoning of the main Project Site, as shown in Exhibit A, as well as the Conditional Development Permit, whereat all interested persons had the opportunity to appear and comment.

Ordinance No. XXXX

SECTION 6.

After due consideration of the proposed amendment to the zoning map and the rezoning of the main Project Site, as shown in Exhibit A, the Conditional Development Permit, public comments, the Planning Commission’s recommendation, the staff report, and other substantial evidence in the record, the City Council finds that the proposed amendment of the zoning map and rezoning of properties and the Conditional Development Permit as identified herein are consistent with the ConnectMenlo General Plan and are appropriate. In considering the Project, the City Council considered and gave due regard to the nature and condition of all adjacent uses and structures and the impact of the Project thereon, and in relation to the effect upon the immediate neighborhood and the City. In accordance with Municipal Code Sections 16.82.030, 16.78.020, and 16.82.440, the City Council further finds that approval of the Conditional Development Permit, including all uses permitted therein, would not be detrimental to the health, safety, morals, comfort and general welfare of the persons residing or working in the neighborhood of the Project, would not be unreasonably incompatible with uses permitted in surrounding areas, and would not be injurious or detrimental to property and improvements in the neighborhood or the general welfare of the City. The City Council further finds that the public convenience or necessity would be served by the issuance of licenses to sell alcohol contemplated by the Conditional Development Permit, and that the outdoor seating contemplated by the Conditional Development Permit would maintain unimpeded pedestrian access on the public right-of-way.

SECTION 7.

The zoning map of the City of Menlo Park is hereby amended to modify the circulation plan with regard to the locations for new street connections to the surrounding roadway network as well as the location of public rights-of-way and paseos, and the inclusion of multi-use pathways, within the main Project Site, as shown in Exhibit A.

SECTION 8.

The zoning map of the City of Menlo Park is hereby amended such that certain real properties shown in Exhibit A are rezoned to add a conditional development (“X”) combining district.

Specifically, the parcels identified in Exhibit B are rezoned to O-B-X to add an X combining district; the parcels identified in Exhibit C are rezoned to R-MU-B-X to add an X combining district. This X combining district is consistent with the General Plan, which allows the uses permitted in the combining district at the density and intensity proposed and encourages the type of live/work/play environment promoted by the X combining district in the Bayfront Area.

SECTION 9.

The Conditional Development Permit (Exhibit D) is hereby approved, authorizing development of the Project on the main Project Site. The Conditional Development Permit is consistent with the General Plan, which allows the uses permitted in the O-B-X and R-MU-B-X districts at the density and intensity proposed and encourages the type of live/work/play environment promoted by the X combining districts in the Bayfront area. Pursuant to Menlo Park Municipal Code section 16.56.030, the Conditional Development Permit establishes development regulations for the main Project Site, and the number of dwelling units, floor area ratio, and floor area limit authorized thereunder do not exceed the development regulations set forth in the O-B and RMU-B districts. The Conditional Development Permit, including all uses permitted therein, would not be detrimental to the health, safety, morals, comfort and general welfare of the persons residing or working in the neighborhood of the Project, would not be unreasonably incompatible with uses permitted in surrounding areas, and would not be injurious or detrimental to property and improvements in the neighborhood or the general welfare of the City SECTION 10. The Conditional Development Permit (Exhibit D) approves:

Ordinance No. XXXX

1) a master planned development that allows residential density, floor area ratio, and open space requirements at the bonus level to be calculated in the aggregate across the site but at levels which do not exceed what would be permitted if the site were developed in accordance with the O-B-X and R-MU-B-X districts, pursuant to Menlo Park Municipal Code sections 16.43.055 and 16.45.055;
2) bonus level development on the main Project Site and community amenities in accordance with the Development Agreement between City and Applicant, as well as Menlo Park Municipal Code sections 16.43.060, 16.45.060, 16.43.070, and 16.45.070; 3) all uses identified in the Conditional Development Permit in accordance with the terms thereunder and Menlo Park Municipal Code sections 16.43.020 through .040, 16.45.020 through .040, and 16.78.030;
4) waivers to Bird Safe Design requirements pursuant to Menlo Park Municipal Code sections

16.43.140(6)(H) and 16.45.130(6)(H) as provided in the Conditional Development Permit; 5) modifications to the requirements of the O-B and R-MU districts identified in the Conditional Development Permit to secure special benefits possible through comprehensive planning of large development, to allow relief from the monotony of standard development, and to permit the application of new and desirable development techniques, pursuant to Menlo Park Municipal Code section 16.82.050;
6) the transportation demand management plans identified in the Conditional Development Permit pursuant to Menlo Park Municipal Code sections 16.43.100 and 16.45.090; 7) all variants of the Project as identified in the Conditional Development Permit, including the No Willow Road Tunnel Variant, No Hamilton Avenue Realignment Variant, and Onsite Recycled Water Variant, which modify certain features or aspects of the Project based upon the election of the applicant or upon the potential action or inaction of agencies other than the City or of property owners outside the main Project Site; 8) establishment of a procedure for future consideration and approval of a Master Sign Program by the Planning Commission to establish signage standards and guidelines; and 9) an exception to the unbundled parking requirement pursuant to Municipal Code Section

16.45.080(1) for the Project’s affordable units.
10) allowance for expanded construction work hours, provided the construction activities comply with the noise limitations set forth in Chapter 8.06 (Noise) of the Municipal Code and mitigation measures Modified ConnectMenlo NOISE-1c, NOI-1.1 and NOI-1.2, unless determined by the Building and Planning Divisions that an exception for specific activities is necessary (e.g. offsite evening/night work or other on-site activities that cannot occur during the typical construction hours). Noise is allowed to exceed the City’s 85 decibel at 50 foot for any one piece of equipment requirement for construction equipment such as pile drivers, subject to compliance with Modified ConnectMenlo NOISE-1c, NOI-1.1 and NOI-1.2 in the EIR.

SECTION 11.

This ordinance shall become effective thirty (30) days after the date of its adoption. Within fifteen (15) days of its adoption, the ordinance shall be posted in three (3) public places within the City of Menlo Park, and the ordinance, or a summary of the ordinance prepared by the City Attorney, shall be published in a local newspaper used to publish official notices for the City of Menlo Park prior to the effective date.

SEVERABILITY
If any term, provision, or portion of these findings or the application of these findings to a particular situation is held by a court to be invalid, void, or unenforceable, the remaining provisions of these findings, or their application to other actions related to the Project, shall continue in full force and effect unless amended or modified by the City.

Ordinance No. XXXX

INTRODUCED on the fifteenth day of November, 2022.

PASSED AND ADOPTED as an ordinance of the City of Menlo Park at a regular meeting of said City Council on the __ day of November, 2022, by the following votes:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:
________________________
Betsy Nash, Mayor
ATTEST:
_________________________
Judi A. Herren, City Clerk
Exhibits:

A. Plat and legal – site
B. Plat and legal – office
C. Plat and legal – R-MU
D. Conditional development permit
Ordinance No. XXXX

FREYER & LAURETA, INC. Page 1 of 2

LEGAL DESCRIPTION

WILLOW VILLAGE SITE

MENLO PARK, CALIFORNIA
The land referred to is situated in the City of Menlo Park, County of San Mateo, State of California and is described as follows:

BEGINNING at the southwesterly corner of Parcel S; as shown on that certain map entitled “Menlo Industrial Center, City of Menlo Park, San Mateo County, California” filed in the office of the County Recorder of San Mateo County, State of California, on October 1, 1979, in Volume 99 of Maps at Pages 81-83, thence,
North 22°05'00" East, 120.17 feet; thence,
North 24°45'44" East, 143.14 feet; thence,
Along a tangent curve to the left, having a radius of 1,536.52 feet, length of 74.34 feet, and a delta angle of 02°46'19"; thence,
North 22°05'00" East, 864.41 feet; thence,
Along a tangent curve to the left, having a radius of 1,032.50 feet, length of 55.72 feet, and a delta angle of 03°05'31"; thence,
North 25°35'47" East, 2.12 feet; thence,
North 19°19'09" East, 144.98 feet; thence,
North 22°05'00" East, 71.06 feet; thence,
North 84°59'41" East, 1,324.41 feet; thence,
Along a tangent curve to the left, having a radius of 1,1509.17 feet, length of 251.79 feet, and a delta angle of 01°15'13"; thence,
EXHIBIT A Ordinance No. XXXX

FREYER & LAURETA, INC. Page 2 of 2
South 10°08'21" West, 1,612.25 feet; thence,
South 88°08'54" West, 1,612.25 feet; thence,
North 79°51'49" West, 668.96 feet to the POINT OF BEGINNING.

Containing 2,577,434.20 square feet (59.17 acres), more or less.

September 30, 2022
Ordinance No. XXXX

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Page G-2.186
FREYER & LAURETA, INC. Page 1 of 2

LEGAL DESCRIPTION

OFFICE (O)

MENLO PARK, CALIFORNIA
The land referred to is situated in the City of Menlo Park, County of San Mateo, State of California and is described as follows:

BEGINNING at the southwesterly corner of Parcel S; as shown on that certain map entitled “Menlo Industrial Center, City of Menlo Park, San Mateo County, California” filed in the office of the County Recorder of San Mateo County, State of California, on October 1, 1979, in Volume 99 of Maps at Pages 81-83, thence,
North 22°05'00" East, 120.17 feet; thence,
North 24°45'44" East, 143.14 feet; thence,
Along a tangent curve to the left, having a radius of 1,536.52 feet, length of 74.34 feet, and a delta angle of 02°46'19"; thence,
North 22°05'00" East, 864.41 feet; thence,
Along a tangent curve to the left, having a radius of 1,032.50 feet, length of 55.72 feet, and a delta angle of 03°05'31" to the TRUE POINT OF BEGINNING, thence clockwise the following courses and distances:

North 25°35'47" East, 2.12 feet; thence,
North 19°19'09" East, 144.98 feet; thence,
North 22°05'00" East, 71.06 feet; thence,
North 84°59'41" East, 1,324.41 feet; thence,
Along a tangent curve to the left, having a radius of 11,509.17 feet, length of 251.79 feet, and a delta angle of 01°15'13"; thence,
South 10°08'21" West, 1,612.25 feet; thence,
South 88°08'54" West, 899.78 feet; thence,
North 10°08'21" East, 391.79 feet; thence,
North 36°24'32" West, 124.47 feet; thence,
Along a curve to the left, having a radius of 60.00 feet, length of 93.25 feet, a delta angle of 89°02'37", and a radial bearing of North 36°24'32" West; thence,
Along a tangent curve to the right, having a radius of 40.00 feet, length of 31.82 feet, and a delta angle of 45°34'23"; thence,
North 10°07'14" East, 176.74 feet; thence,
Along a tangent curve to the right, having a radius of 30.00 feet, length of 47.12 feet, and a delta angle of 90°00'00"; thence,
EXHIBIT B Ordinance No. XXXX

FREYER & LAURETA, INC. Page 2 of 2
South 79°52'46" East, 664.42 feet; thence,
Along a tangent curve to the right, having a radius of 40.00 feet, length of 31.82 feet, and a delta angle of 45°34'23"; thence,
Along a tangent curve to the left, having a radius of 60.00 feet, length of 283.94 feet, and a delta angle of 271°08'46"; thence,
Along a tangent curve to the right, having a radius of 40.00 feet, length of 31.82 feet, and a delta angle of 45°34'23"; thence,
North 79°52'46" West, 664.42 feet; thence,
Along a tangent curve to the right, having a radius of 30.00 feet, length of 47.12 feet, and a delta angle of 90°00'00"; thence,
North 10°07'14" East, 104.42 feet; thence,
Along a tangent curve to the left, having a radius of 140.00 feet, length of 190.68 feet, and a delta angle of 78°02'17"; thence,
North 67°55'03" West, 133.87 feet; thence,
Along a tangent curve to the left, having a radius of 735.00 feet, length of 301.93 feet, and a delta angle of 23°32'13"; thence,
Along a tangent curve to the right, having a radius of 30.00 feet, length of 38.55 feet, and a delta angle of 73°37'09" to the TRUE POINT OF BEGINNING.

Containing 1,624,516.57 square feet (37.29 acres), more or less.

October 17, 2022
Ordinance No. XXXX

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Page G-2.190
FREYER & LAURETA, INC. Page 1 of 1

LEGAL DESCRIPTION

RESIDENTIAL MIXED USE (R-MU)

MENLO PARK, CALIFORNIA
The land referred to is situated in the City of Menlo Park, County of San Mateo, State of California and is described as follows:

BEGINNING at the southwesterly corner of Parcel S; as shown on that certain map entitled “Menlo Industrial Center, City of Menlo Park, San Mateo County, California” filed in the office of the County Recorder of San Mateo County, State of California, on October 1, 1979, in Volume 99 of Maps at Pages 81-83, thence,
North 22°05'00" East, 120.17 feet; thence,
North 24°45'44" East, 143.14 feet; thence,
Along a tangent curve to the left, having a radius of 1,536.52 feet, length of 74.34 feet, and a delta angle of 02°46'19"; thence,
North 22°05'00" East, 829.11 feet; thence,
Along a curve to the left, having a radius of 30.00 feet, length of 9.98 feet, a delta angle of 19°03'50", and a radial bearing of South 24°04'08" East; thence,
North 84°59'42" East, 13.25 feet; thence,
Along a tangent curve to the right, having a radius of 675.00 feet, length of 319.12 feet, and a delta angle of 27°05'15"; thence,
South 67°55'03" East, 133.87 feet; thence,
Along a tangent curve to the right, having a radius of 80.00 feet, length of 108.96 feet, and a delta angle of 78°02'17"; thence,
South 10°07'14" West, 401.15 feet; thence,
Along a tangent curve to the right, having a radius of 40.00 feet, length of 31.82 feet, and a delta angle of 45°34'23"; thence,
Along a tangent curve to the left, having a radius of 60.00 feet, length of 190.70 feet, and a delta angle of 182°06'08"; thence,
South 36°24'32" East, 124.47 feet; thence,
South 10°08'21" West, 391.79 feet; thence,
South 88°08'54" West, 283.17 feet; thence,
North 79°51'49" West, 668.96 feet to the POINT OF BEGINNING.

Containing 824,596.48 square feet (18.93 acres), more or less.

October 17, 2022
EXHIBIT C Ordinance No. XXXX

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1 DRAFT CONDITIONAL DEVELOPMENT PERMIT (“CDP”)

WILLOW VILLAGE MASTER PLAN PROJECT

1. GENERAL INFORMATION

1.1. Applicant: Peninsula Innovation Partners, LLC (“Applicant”) or its successors or assigns

1.2. Project Description: General Plan Circulation Map Amendment, Zoning Ordinance Map Amendment, Rezoning, Development Agreement, Conditional Development Permit, Architectural Control, Vesting Tentative Subdivision Maps, Heritage Tree Removal Permits, Zoning Ordinance Modifications, Bird-Friendly Design Waivers, Willow Village Transportation Demand Management (TDM) Plan, and Below Market Rate Housing Agreements, to demolish approximately 1 million square feet (sf) of existing nonresidential uses and construct:

1. Approximately 1.8 million sf of nonresidential uses, composed of up to 1.6 million sf of office and accessory uses in the Campus District (consisting of up to 1.25 million sf of office space, with the balance of space for accessory uses [up to 350,000 sf if the office sf is maximized], in multiple buildings) and up to 200,000 sf of commercial/retail space;

2. Up to approximately 1,730 multi-family residential units, inclusive of 312 below market rate units;

3. An up to 193-room hotel; and

4. Minimum of 857,000 sf of open space at full buildout, including a minimum of 360,000 sf of publicly accessible parks, paths, and trails.

The above elements are collectively referred to as “Project”.

1.3. Project Site: The project site consists of approximately 59 acres identified by the Assessor’s Parcel Numbers listed in Section 1.4 herein, and generally is bounded by the currently inactive Dumbarton Rail Corridor to the north, an existing life science complex to the east (Menlo Park Labs Campus), the San Francisco Public Utilities Commission (SFPUC) Hetch Hetchy right-of-way to the south, and Willow Road to the west (“Project Site”). The existing project site parcels are shown on Exhibit A attached hereto and are more particularly described in Exhibit B attached hereto.

The Project also includes three parcels on two sites west of Willow Road. Hamilton Avenue Parcel North includes the existing Belle Haven Shopping Center (1401 Willow Road and 871-883 Hamilton Avenue) and Hamilton Avenue Parcel South includes the existing Chevron service station (1399 Willow Road). These parcels are not subject to this CDP; however, these parcels would be subject to and affected by specific off-site improvements and project actions (e.g. realignment of Hamilton Avenue).

1.4. Assessor’s Parcel Numbers: 055-440-010; 055-440-020; 055-440-030; 055-440-040; 055-440-090; 055-440-110; 055-440-130; 055-440-190; 055-440-210; 055-440-230; EXHIBIT D Ordinance No. XXXX

2 055-440-260; 055-440-300; 055-440-310; 055-440-320; 055-440-330; 055-440-050; 055-440-340; 055-440-350

1.5. Property Owner(s): Peninsula Innovation Partners and its successors in interest to all or any part of the Project Site (“Property Owner”)

1.6. Zoning: O-B-X (Office-Bonus, Conditional Development), R-MU-B-X (Residential MixedUse-Bonus, Conditional Development)

1.7. Conditions Precedent:

1.7.1. Property Owner’s obligations set forth herein are expressly conditioned on the resolution of all legal challenges, if any, to the Project’s entitlements. Notwithstanding any legal challenges, Property Owner’s obligations as set forth herein are expressly conditioned on Property’s Owner’s election, in its sole discretion, to commence construction of the Project.

1.7.2. Development of the Project, and all references in this CDP to the City’s Municipal Code, Zoning Ordinance, and future conditions of approval and fees, shall be subject to vested rights pursuant to common law, the Subdivision Map Act, and the Development Agreement.

2. PROJECT PLANS AND DEVELOPMENT STANDARDS

2.1. Project Plans:

2.1.1. Development of the Project shall substantially conform with the Willow Village Master Plan plans submitted by Applicant dated October 19, 2022, consisting of 66 plan sheets and Appendices 1 through 10, recommended for approval by the Planning Commission on [date], and approved by the City Council on [date] (“Project Plans”), except as modified by the conditions contained herein and/or in accordance with Section 8 (Changes) of this CDP.

2.1.2. Attached as Exhibit D is a glossary of technical reports and documents supporting implementation of this CDP.

2.1.3. Prior to the issuance of building permits for each building in the Project, and in accordance with Section 12.2, below, Property Owner shall submit architectural control plans (ACPs) for the building/site for review and approval by the Planning Commission in accordance with Municipal Code Section 16.68.020. As part of the architectural control review, the Community Development Department shall track compliance with the Development Standards set forth in Section 2.3 below through a compliance matrix, dated 6/23/22 and on file with the Ordinance No. XXXX

3 City that may be updated from time to time to ensure compliance with this CDP and Municipal Code requirements.

2.2. Definitions: As used in this CDP and the Project Plans:

2.2.1. “Standards”. Standards are objective measures with which all architectural control plans (ACPs) must substantially conform, subject to Changes to the CDP granted in accordance with and defined in Section 8 herein. Standards may be minimum or maximum
development parameters that development must fall within, or may be prescriptive requirements for objective Project design features.

2.2.2. “Conceptual Plans”. Items labeled as Conceptual Plans are intended to convey the general vision and design intent of the Project, while allowing flexibility in interpretation and implementation.

Conceptual Plans serve as guidelines for general orientation and organization of land uses and transportation and open space networks, general scale and massing of development, and overall architectural themes. All ACPs should be materially consistent with the vision and design intent conveyed by Conceptual Plans but need not comply with the specific details.

2.2.3. “Illustrative Plans and Renderings”. Items labeled as Illustrative Plans and Renderings depict one possible example of development that would substantially conform with the Standards and be materially consistent with the vision and design intent conveyed by the Conceptual Plans. Illustrative Plans and Renderings are not determinative of the ultimate configuration, building orientation, massing, architectural and landscaping details, parking design, etc.

ACPs may vary from these depictions.

2.2.4. “Architectural Control Plan” (“ACP”). ACPs provide architectural drawings of the proposed building or structure, proposed landscaping or other treatment of grounds around such building or structure, and proposed design of, and access to, required parking facilities, in accordance with Municipal Code Section 16.68.020.

ACPs should generally include site plans, floor plans, elevations, square footage diagrams, height calculations, color and materials, etc.

The ACPs shall comply with the City’s Application Submittal Guidelines. All ACPs shall substantially conform to the Standards and be materially consistent with the vision and design intent conveyed by the Conceptual Plans, subject to Modifications granted in accordance with Section 4 and/or Changes granted in accordance with Section 8 herein.

2.2.5. “Phase 1”. Project Site improvements under Phase 1 encompass structure demolition, surface improvements, and utility Ordinance No. XXXX

4 improvements within the Phase 1 and Phase 2 areas on the main Project Site. Specifically, Phase 1 would include:
a. Demolition of structures on the parcels south of Hamilton Avenue to support the realignment of Hamilton Avenue west of Willow Road and the new intersection at Willow Road.
b. Street improvements including realignment of the Hamilton Avenue and Willow Road intersection, Park Street, West Street, Main Street from O’Brien Drive to Hamilton Avenue, North Loop Road, and East Loop Road, each with a full complement of utilities to serve the Project and Willow Road Tunnel.
c. Grading and construction of primary circulation improvements (i.e., the streets and infrastructure necessary to serve Phase 1) to raise the Project Site above the flood hazard designation and ensure sea-level rise resiliency.
d. Construction of components associated with the Town Square District and the Campus District in the northern portion of the Project Site, including approximately 172,000 sf of hotel space (up to approximately 193 rooms); construction of the entirety of the office and accessory uses, the Elevated Park, and up to 200,000 sf of retail uses, including the grocery store; construction of the Town Square and the Town Square parking garage;
construction of the North Garage and South Garage as part of the Campus District; and construction within the
Residential/Shopping District of 1,044 residential units, the Publicly Accessible Park, and the Dog Park.

2.2.6. “Phase 2”. Phase 2 construction would encompass the construction of the balance of the Residential/Shopping District, provide 686 residential units, and construct Willow Road Tunnel, if Applicant so elects. Phase 2 site improvements would also include construction of Center Street and East Street, along with the installation of the infrastructure necessary to serve Phase 2.

2.2.7. “Square footage” or “sf” shall have the same meaning as the definition of Gross Floor Area (16.04.325) of the Zoning Ordinance.

2.3. Development Standards

2.3.1. Dwelling Units shall not exceed 100 dwelling units per acre for a not to exceed total of 1,730 units.

2.3.2. Maximum building square footage shall be calculated in accordance with Municipal Code Section 16.04.325 (Gross floor area), and shall not exceed:

Ordinance No. XXXX

5 2.3.2.1. Office and accessory uses: 1,600,000 square feet in accordance with Sheet G3.03 of the Project Plans (consisting of a maximum of up to 1,250,000 square feet of office space, with the balance of space for accessory uses, in multiple buildings)

2.3.2.2. Retail uses: 200,000 square feet in accordance with Sheet G3.03 of the Project Plans

2.3.2.3. Residential uses: 1,696,406 square feet for 1,730 dwelling units in accordance with Sheet G3.03 of the Project Plans.

2.3.3. Hotel: 193 rooms in accordance with Sheet G3.03 of the Project Plans

2.3.4. Areas of private rights-of-way shall be included in the calculation of the maximum density and intensity (gross floor area) as shown on Sheet G3.02 of the Project Plans.

2.3.5. Building heights shall not exceed the maximum heights provided on Sheet G3.04 of the Project Plans.

2.3.6. Development standards identified in the Project Plans as CDP standards are incorporated by reference herein.

2.3.6.1. The calculation of height (average) and maximum height shall comply with Zoning Ordinance Sections 16.43.050 and 16.45.050.

2.3.7. Parking shall be provided in accordance with the standards set forth on Sheet G4.01 of the Project Plans and in compliance with Zoning Ordinance Sections 16.43.090 and 16.45.080, subject to the Modification for senior parking (below). This CDP grants an exception for unbundled parking for senior below market rate residential units.

This CDP also authorizes shared parking on the main Project Site in accordance with Sheet G4.01 of the Project Plans.

2.3.8. Open Space shall be provided in accordance with the standards set forth on Sheet G3.05 of the Project Plans. The Project shall provide a minimum of 360,000 sf of publicly accessible open space, consisting of 285,970 sf of open space required by the R-MU/O zoning and 74,030 sf of publicly accessible open space in excess of the RMU and O zoning district requirements (“Excess Publicly Accessible Open Space”)

2.3.8.1. The Excess Publicly Accessible Open Space will be provided in the Community Park and/or the Dog Park and/or Parcel 3. ACPs containing the Community Park, the Dog Park, and Parcel 3 will be required to document the amount of Excess Publicly Accessible Open Space provided in each ACP.

Ordinance No. XXXX

6 2.3.9. Roof Mounted Equipment except photovoltaic or solar panels, shall be fully screened and integrated into the design of the building consistent with Zoning Ordinance Section 16.08.095, and shall also comply with the noise requirements of that same section.

2.3.10. Ground Mounted Equipment shall be screened and integrated into the site design to the satisfaction of the Planning Division. The ground mounted equipment shall comply with the noise requirements in Chapter 8.06 (Noise) of the Municipal Code.

2.3.11. Building Setbacks shall be measured from the public right-of-way or public access easements. Private right-of-ways shall be treated as public right-of-ways for setback purposes.

3. USES

3.1. Permitted uses on the Project Site: The following uses are permitted on the Project Site pursuant to this CDP without the need for further administrative, special, or conditional use or special event permits:

3.1.1. Existing Uses

3.1.1.1. Notwithstanding the rezoning of the main Project Site and adoption of this CDP, existing uses and structures on the main Project Site that remain shall not be considered nonconforming and may continue (including after any period of discontinuance and without amortization) and be maintained, repaired, altered, restored if destroyed by catastrophe, subject to any applicable procedural review provisions of the Zoning Ordinance not contained in Chapter 16.80 and provided there is no increase in square footage. Existing use permits and architectural control permits shall remain valid until demolition (whole or partial) occurs.

3.1.2. Town Square District

3.1.2.1. Hotel

3.1.2.2. Banks and other financial institutions providing retail banking services (including credit unions and ATMs)

3.1.2.3. Eating and drinking establishments, including the sale of beer, wine, and alcohol (e.g., spirits and liquor other than beer and wine) in accordance with Section 3.6 herein, and/or that have live entertainment, and/or establishments that are portable (i.e. not permanent)

3.1.2.4. Retail sales establishments, excluding the sale of beer, wine, and alcohol except those uses identified in accordance with Section 3.6 herein Personal services, excluding tattooing, piercing, palm-reading, or similar services

3.1.2.5. Recreational facilities privately operated, less than 20,000 square feet Ordinance No. XXXX

7 3.1.2.6. Outdoor seating and tables (including those intended to be used for consumption of food and beverages), in accordance with Section 5.2

3.1.2.7. Emergency generators and associated use and storage of diesel fuel for up to 12 generators on the main project site in accordance with Sheet G6.07 of the Project Plans and the Hazardous materials information forms, generator supplemental forms (dated August 8, 2022) and agency referral forms.

Generator size, type, and locations shall be substantially in conformance with the Project Plans and supporting documents and shall comply with the requirements and conditions of the San Mateo County Environmental Health Services Division, Menlo Park Fire Protection District, West Bay Sanitary District, and the City of Menlo Park Building and Planning Divisions.

3.1.2.8. Bonus level development (e.g. height, density, and intensity) in accordance with Sections 16.43.040(1) and 16.43.060 and/or 16.45.040(10) and 16.45.060 of the Zoning Ordinance.

3.1.2.9. Public utilities, in accordance with Chapter 16.76 of the Zoning Ordinance. Any above ground utilities or appurtenances shall be screened with appropriate fencing, mesh enclosures, and/or like materials compatible with surrounding improved environment, or painted with appropriate colors compatible with surrounding improved environment.

3.1.2.10. Open space, private and publicly accessible, in accordance with Zoning Ordinance Sections 16.43.130(4) and 16.45.120(4).

3.1.2.11. Community events including but not limited to farmers’ markets, movie nights, concerts, community block parties, and food trucks, provided the activities comply with Chapter 8.06 (Noise) of the Municipal Code, and provided that community events that require the use of City public services (e.g. police monitoring or control, street closure, traffic control, parking needs that will exceed capacity of the venue, or interfere with normal use and operation of right-of-ways for travel) require a special event permit per Chapter 8.60 of the Municipal Code.

3.1.2.12. Private special events not to exceed 26 in a calendar year, subject to Section 5.3, provided that private special events that require the use of City public services (e.g. police monitoring or control, street closure, traffic control parking needs that will exceed capacity of the venue, or interfere with normal use and operation of right-of-ways for travel) require a special event permit per Chapter 8.60 of the Municipal Code.

3.1.2.13. Parking structures, above and below-grade

3.1.2.14. Cellular telecommunications facilities provided the facilities are fully screened and/or integrated into a building or site feature and the facilities comply with all applicable Federal and State regulations

3.1.2.15. Other uses determined by the Community Development Director to be similar and compatible uses based on the following criteria:
• The activities involved in or equipment or materials employed in the use are the same or substantially similar to the uses expressly authorized by this CDP;
• The use is compatible with surrounding uses; and
• The use is consistent with the stated purpose of this CDP.

Ordinance No. XXXX

8 3.1.3. Residential/Shopping District

3.1.3.1. Multiple dwellings

3.1.3.2. Eating establishments, including the sale of beer, wine, and alcohol in accordance with Section 3.6 herein, and/or that have live entertainment, and/or establishments that are portable (i.e. not permanent)

3.1.3.3. Retail sales establishments, excluding the sale of beer, wine, and alcohol except those uses identified in accordance with Section 3.6 herein, including those greater than 20,000 square feet of gross floor area

3.1.3.4. Personal services, excluding tattooing, piercing, palm-reading, or similar services

3.1.3.5. Outdoor seating and tables (including those intended to be used for consumption of food and beverages) subject to Section 5.2

3.1.3.6. Movie theater and/or live theater

3.1.3.7. Recreational facilities, privately operated, including those greater than 20,000 square feet in gross floor area

3.1.3.8. Emergency generators and associated use and storage of diesel fuel for up to 12 generators on the main project site in accordance with Sheet G6.07 of the Project Plans and the Hazardous materials information forms, generator supplemental forms (dated August 8, 2022), and agency referral forms.

Generator size, type, and locations shall be substantially in conformance with the Project Plans and supporting documents and shall comply with the requirements of the San Mateo County Environmental Health Services Division, Menlo Park Fire Protection District, West Bay Sanitary District, and the City of Menlo Park Building and Planning Divisions.

3.1.3.9. Bonus level development (e.g. height, density, and intensity) in accordance with Sections 16.43.040(10) and 16.43.080 or 16.45.040(10) and

16.45.060 of the Zoning Ordinance.

3.1.3.10. Public utilities, in accordance with Chapter 16.76 of the Zoning Ordinance. Any above ground utilities or appurtenances shall be screened with appropriate fencing, mesh enclosures, and/or like materials compatible with surrounding improved environment, or painted with appropriate colors compatible with surrounding improved environment.

3.1.3.11. Open space, private and publicly accessible, in accordance with Zoning Ordinance Sections 16.43.130(4) and 16.45.120(4)

3.1.3.12. Community events including but not limited to farmers’ markets, movie nights, concerts, community block parties, and food trucks, provided the activities comply with Chapter 8.06 (Noise) of the Municipal Code and provided that community events that require the use of City public services (e.g. police monitoring or control, street closure, traffic control, parking needs that will exceed capacity of the venue, or interfere with normal use and operation of right-of-ways for travel) require a special event permit, per Chapter 8.60 of the Municipal Code.

3.1.3.13. Private special events not to exceed 26 in a calendar year, subject to Section 5.3, provided that private events that require the use of City public services (e.g. police monitoring or control, street closure, traffic control, parking needs that will exceed capacity of the venue, or interfere with normal Ordinance No. XXXX

9 use and operation of right-of-ways for travel) require a special event permit, per Chapter 8.60 of the Municipal Code.

3.1.3.14. Parking structures, above and below-grade

3.1.3.15. Temporary dialysis center consistent with the improvements depicted on Conceptual Dialysis Center Temporary Location Sheet in Exhibit 5.

3.1.3.16. Cellular telecommunications facilities provided the facilities are fully screened and/or integrated into a building or site feature and the facilities comply with all applicable Federal and State regulations

3.1.3.17. Other uses determined by the Community Development Director to be similar and compatible uses based on the following criteria:
• The activities involved in or equipment or materials employed in the use are the same or substantially similar to the uses expressly authorized by this CDP;
• The use is compatible with surrounding uses; and
• The use is consistent with the stated purpose of this CDP.

3.1.4. Campus District

3.1.4.1. Administrative and professional offices (including amenity uses) and accessory uses, including those greater than 250,000 square feet in gross floor area
• Office amenity uses intended to serve employees, contractors, and visitors, including, without limitation, the following facilities to serve onsite workers and visitors: food service facilities, ATMs, dry cleaners, fitness facilities, personal services (excluding tattooing, piercing, palmreading, or similar services), wellness facilities (including medical and dental)
• Accessory uses include, without limitation, the following types of spaces:
meeting/collaboration space, orientation space, training space, event space, breakout space, incubator space, a business center, event building (including pre-function space, collaboration areas, and meeting/event rooms), a visitor center, experience center, production/ demonstration areas, a film studio, catering and culinary spaces affiliated with accessory uses, gathering spaces, terraces and private gardens, and space for other accessory uses

3.1.4.2. Eating establishments, including the sale of beer, wine, and alcohol in accordance with Section 3.6 herein, live entertainment, and/or establishments that are portable

3.1.4.3. Personal services, excluding tattooing, piercing, palm-reading, or similar services

3.1.4.4. Outdoor seating and tables (including those intended to be used for consumption of food and beverages) subject to Section 5.2.

3.1.4.5. Emergency generators and associated use and storage of diesel fuel for up to 12 generators on the main project site in accordance with Sheet XX of the Project Plans and the Hazardous materials information forms, d generator supplemental forms (dated August 8, 2022), and agency referral forms.

Generator size, type, and locations shall be substantially in conformance with Ordinance No. XXXX

10 the Project Plans and supporting documents and shall comply with the requirements of the San Mateo County Environmental Health Services Division, Menlo Park Fire Protection District, West Bay Sanitary District, and the City of Menlo Park Building and Planning Divisions.

3.1.4.6. Bonus level development (e.g. height, density, and intensity) in accordance with Sections 16.43.040(10) and 16.43.060 and/or 16.45.040(10) and 16.45.060 of the Zoning Ordinance.

3.1.4.7. Public utilities, in accordance with Chapter 16.76 of the Zoning Ordinance. Any above ground utilities or appurtenances shall be screened with appropriate fencing, mesh enclosures, and/or like materials compatible with surrounding improved environment, or painted with appropriate colors compatible with surrounding improved environment.

3.1.4.8. Open space, private and publicly accessible, in accordance with Zoning Ordinance Sections 16.43.130(40) and 16.45.120(4).

3.1.4.9. Community events including but not limited to farmers’ markets, movie nights, concerts, community block parties, and food trucks, provided the activities comply with Chapter 8.06 (Noise) of the Municipal Code, and provided that community events that require the use of City public services (e.g. police monitoring or control, street closure, traffic control, parking needs that will exceed capacity of the venue, or interfere with normal use and operation of right-of-ways for travel) require a special event permit per Chapter 8.60 of the Municipal Code.

3.1.4.10. Private special events subject to the Event Management Plan (provided the activities comply with Chapter 8.06 (Noise) of the Municipal Code and do not require the use of City public services (e.g. police monitoring or control, street closure, traffic control), and do not require parking needs that will exceed capacity of the venue, or interfere with normal use and operation of right-of-ways for travel) including:
• Multiple day private special events located primarily indoors, without a special event permit
• Private special events with attendance expected to exceed 150 people that will use the Elevated Park (limited to 26 per year), without a special event permit provided the noise limits of Chapter 8.06 are complied with. • Private special events as provided in a special event permit approved by the City, as outlined in Chapter 8.60 of the Municipal Code

3.1.4.11. Parking structures, above and below-grade

3.1.4.12. Cellular telecommunications facilities

3.1.4.13. Other uses determined by the Community Development Director to be similar and compatible uses based on the following criteria:
• The activities involved in or equipment or materials employed in the use are the same or substantially similar to the uses expressly authorized by this CDP;
• The use is compatible with the surrounding uses; and
• The use is consistent with the stated purpose of this CDP.

3.2. Additional Permitted uses on the Project Site: All permitted uses listed in the O and RMU zoning districts unless superseded by this CDP.

Ordinance No. XXXX

11 3.3. Additional administratively permitted uses on the Project Site: All administratively permitted uses listed in the O and R-MU zoning districts, and not specifically authorized by Section 3.1, are permitted with an administrative permit.

3.4. Additional special uses on the Project Site: Special uses in accordance with Chapter

16.78 and not specifically authorized by Section 3.1 herein are permitted with a use permit.

3.5. Additional conditionally permitted uses on the Project Site: All Conditionally permitted uses listed in the O and RMU zoning districts, and not specifically authorized by Section

3.1 herein, are permitted with a use permit.

3.6. Beer, Wine, and Alcohol Uses: Beer, wine, and alcohol uses shall be permitted as provided in sections 3.6.5, 3.6.6, and 3.6.7, subject to receipt of all required permits from the Bureau of Alcoholic Beverage Control (ABC). All other beer, wine, and alcohol uses shall require an administrative or use permit per the requirements of Zoning Ordinance Chapters 16.43 and 16.45.

3.6.1. Any citation or notification of violation by the ABC of the applicable ABC permit shall be grounds for suspension or revocation of the administrative/conditional use permits granted to the applicable user.

3.6.2. Prior to building permit issuance, the applicant shall comply with the applicable requirements of the Building Division, Engineering Division, and Transportation Division that are directly applicable to the sale of beer, wine, and alcohol.

3.6.3. A minimum of 90 days prior to the commencement of any sale of beer, wine, and alcohol for uses permitted through this CDP, the applicant shall submit documentation of an application for the permit with the ABC, a site plan and floor plan/seating plan, and project description letter for review and approval of the Community Development Director and the Chief of Police or their designee for conformance with this CDP, and compliance with the City of Menlo Park Municipal Code.

3.6.3.1. The submittal materials shall identify the location of alcohol use/sale/storage, barriers to define the extent of the alcohol use/service, and hours of operation, and any other information deemed necessary to evaluate the design appropriateness, conformance with this CDP, and compliance with the City of Menlo Park Municipal Code of the request as determined by the Community Development Director or Chief of Police or their designees.

3.6.4. The City shall track the number of active licenses within the Project site using the tracking matrix dated June 23, 2022 and on file with the City.

Ordinance No. XXXX

12 3.6.5. Town Square District

3.6.5.1. Hotel
Maximum of four ABC licenses, provided all requirements of the California ABC and City are met. If the ABC determines that a public convenience and necessity finding is required, the Planning Commission shall review the request through an administrative permit or use permit based on license type and request, in accordance with the requirements of the Zoning Ordinance. • Hotel operations including in-room mini-bar, pool, lounges • Off-site sale of beer, wine, and alcohol for a hotel gift shop within the hotel
• Eating Establishments (e.g. bona fide eating place) including beer, wine and alcohol
• Drinking Establishments (e.g. bar or tavern) including beer, wine and alcohol
• Special events including beer, wine, and alcohol (e.g., events in conferences rooms, ballroom space, outdoor locations)

3.6.5.2. Town Square
Maximum of three ABC licenses for uses identified below for the Town Square District, excluding off-sale and on-sale public premises (e.g. bar or tavern) and not including ABC licenses associated with the hotel, provided all requirements of the California ABC and City are met. If the ABC determines that a public convenience and necessity finding is required, the Planning Commission shall review the request through an administrative permit or use permit based on license type and request, in accordance with the requirements of the Zoning Ordinance.

• Eating Establishments (e.g. bona fide eating places) including beer, wine and alcohol
• Community events including beer and wine only (farmer’s market, art festival, etc.)

3.6.6. Residential/Shopping District
Maximum of eight ABC licenses for Residential/Shopping District, excluding off-sale and on-sale public premises (e.g. bar or tavern), provided all requirements of the California ABC and City are met. If the ABC determines that a public convenience and necessity finding is required, the Planning Commission shall review the request through an administrative permit or use permit based on license type and request, in accordance with the requirements of the Zoning Ordinance.

3.6.6.1. Grocery Store
Ordinance No. XXXX

13 • Off-site sale of beer, wine, and alcohol for full service grocery stores greater than 20,000 square feet
• Tasting Room: On-site consumption of sample amounts of beer and wine in a restricted area inside the grocery store, proximate to the alcoholic beverage section. The tasting room must be enclosed by a wall and shall not include seating.
• Micro-Brewery or Café, including beer and wine only.

3.6.6.2. Ground Floor Retail
• Eating Establishments (e.g. bona fide eating places) including beer, wine and alcohol

3.6.6.3. Community Park
• Community events including beer and wine only (farmer’s market, art festival, etc.)

3.6.7. Campus District
Maximum of four ABC licenses for Campus District, excluding off-sale and onsale public premises (e.g. bar or tavern), provided all requirements of the California ABC and City are met. If the ABC determines that a public convenience and necessity finding is required, the Planning Commission shall review the request through an administrative permit or use permit based on license type and request, in accordance with the requirements of the Zoning Ordinance

3.6.7.1. Campus District Retail
• Eating Establishments (e.g. bona fide eating places) including beer, wine and alcohol

3.6.7.2. Meeting and Collaboration Space and Other Accessory Space • Special events including beer, wine, and alcohol

3.6.7.3. Elevated Park
• Special events including beer and wine only

3.6.7.4. Main Street
• Community events including beer and wine only (farmer’s market, art festival, etc.)

4. MODIFICATIONS TO O AND RMU DISTRICT REQUIREMENTS AND SIGNAGE

REGULATIONS

4.1. Unless enumerated in this section, each building within the Project Site shall comply with the requirements of the O (Office) and R-MU (Residential Mixed-Use) zoning districts. Where a standard or requirement listed below is inconsistent with the Zoning Ordinance, the standard in this CDP takes precedence. In accordance with Zoning Ordinance Section 16.82.050, this CDP authorizes the following modifications Ordinance No. XXXX

14 (“Modifications”) to the City Zoning Ordinance requirements of the RMU and O districts, which are included in the Zoning Ordinance Modification Request dated September 2, 2022:

4.2. Parcel 1 (Hotel)

4.2.1. No building modulations required along Willow Road or Main Street facades.

4.2.2. Required stepback of 10 feet; allow Shade trellis and parapet within stepback zone(s).

4.2.2.1. Roof trellises within the stepback area shall be included in the calculation of height (maximum and average) for the building.

4.2.3. No public entrances required along Willow Road or Main Street facades. Allow public entrances along West Street.

4.2.4. Minimum setback from back of public easement to be 1 foot, 6 inches for Willow Road

4.2.5. Along Willow Road, allow maximum building projection to extend 4 feet, 6 inches from the required setback.

4.2.6. Along West Street, allow maximum building projection to extend 8 feet from the required setback.

4.2.7. Allow 40% Ground Floor transparency along West St.

4.2.8. Allow 15% frontage landscaping.

4.2.9. Maximum setback of 30 feet along Hotel Service Road.

4.2.10. Maximum setback of 50 feet along West Street.

4.3. Parcel 1 (MCS)

4.3.1. No building modulations required along North Loop Road.

4.3.2. No building setback or stepback required along North Loop Road.

4.4. Parcel 1 (Office)

4.4.1. No stepbacks required for office garages; stepback required at a height not to exceed 70 feet for 30% of office building facades.

Ordinance No. XXXX

15 4.4.2. Office buildings 02, 03, 05 and 06 stepback required at a height not to exceed 70 feet and garages not required to have stepbacks or a base height.

4.4.3. Office buildings may have a consistent roofline without modulation.

4.4.4. No requirement for above ground garages to be screened or located behind buildings;

4.4.5. No building entrances required for office buildings along East Loop Road and South Garage.

4.4.6. Allow garage facades along East Loop Road and Main Street to have a minimum modulation of one per 200 feet.

4.5. Parcel 1 (Town Square)

4.5.1. Allow 75 feet maximum length Ground Floor pedestrian passthrough at grade level along Main Street façade, with a minimum of one per facade.

4.5.2. Buildings less than three stories may have a consistent roofline without modulation.

4.5.3. Maximum setback from public easement or property line to be 32 feet along West Street and Main Street.

4.6. Parcel 2

4.6.1. Allow for (i) Maximum base height (including 10-foot increase within the flood zone) to be 71 feet above average natural grade and (ii) roof trellises within stepback areas.

4.6.1.1. Roof trellises within the stepback area shall be included in the calculation of height (maximum and average) for the building.

4.6.2. Major modulation on Park St. to be a minimum of 8 feet deep.

4.6.3. Two-way garage entrances may be up to 30 feet wide.

4.6.4. Spacing can be up to 138 feet between two building entrances and up to 200 feet from corner to building entrance.

4.6.5. Roof modulation not required for the West St. and Main St. elevations.

Ordinance No. XXXX

16 4.6.6. No façade minor modulations are required on the Willow Road elevation.

4.7. Parcel 3

4.7.1. Maximum Base Height (including 10-foot increase within the flood zone) to be up to70 feet above average natural grade.

4.7.2. Allow for (i) stepbacks of 8 feet minimum depth, (ii) projections into stepback area, and (iii) projections (awnings) of up to 8 feet.

4.7.3. Maximum allowable building height of 85 feet.

4.7.4. Allow grouped vehicle access locations along Center Street and West Street, without the minimum separation distance.

4.7.5. Allow for (i) major modulations along Main Street to be between 5 feet and 6 feet deep, (ii) major modulations along Center Street to begin at Level 3.

4.7.6. Building may have consistent roofline without modulation.

4.7.7. Maximum Setbacks on Main Street to be 75 feet.

4.8. Parcel 4

4.8.1. Maximum Base Height (including 10-foot increase within the flood zone) to be up to 70 feet above natural grade.

4.8.2. Minimum Stepbacks of 6 feet; Minimum stepback percentage to be 70% of the façade.

4.8.3. Minimum of one major modulation allowed per 250 feet of façade length.

4.8.4. Maximum of 115 feet spacing between minor modulations.

4.8.5. Minimum height between ground-level finished floor to secondlevel finished floor along street to be 18 feet.

4.9. Parcel 5

4.9.1. Maximum base height (including 10-foot increase within the flood zone) to be up to 70 feet.

4.10. Parcel 6
Ordinance No. XXXX

17 4.10.1. Minimum Stepback of 5 feet.

4.10.2. No minor modulation requirement along Park Street façade for levels 3-6.

4.10.3. Maximum base height (including 10-foot increase within the flood zone) to be 60 feet above average natural grade.

4.10.4. Roof modulations may be between 2 feet and 3 feet.

4.11. Parcel 7

4.11.1. Minimum Stepback of 8 feet.

4.11.2. No minor modulation requirement on Park Street.

4.11.3. Building may have consistent roofline without modulation.

4.11.4. Provide 36 of the total required 60 parking spots in a shared arrangement with Parcel 6.

4.11.5. Allow (i) 0.5:1 covered bicycle parking and (ii) 10% additional short-term bicycle parking of the provided long-term spaces.

4.11.6. Allow biotreatment planting adjacent to building frontage.

4.12. Transportation Demand Management

4.12.1. The trip reduction requirement through TDM for the Project shall require a minimum a 20 percent reduction from gross Institute of Traffic Engineers (ITE) Trip Generation Rates for the mixed-use component of the Project (i.e., the Town Square and
Residential/Shopping Districts combined), and compliance with the Trip Cap for the Office Campus (defined below).

4.13. Recycled Water Use

4.13.1. Temporarily defer enforcement of the Zoning Ordinance Sections

16.43.140(3)(E) and 16.45.140(3)(E) potable water demand reduction requirements until the earlier of the date recycled water is available to meet the project’s nonpotable water demand, or the date specified in the project’s development agreement by which the project is required to begin utilizing recycled water for nonpotable uses.

4.13.2. During the period of deferred enforcement, the project will implement a water conservation plan approved by the city that shall be submitted to the Planning Division 120 days prior to the granting of Ordinance No. XXXX

18 occupancy for the first building and shall be approved by the City’s Public Works and Community Development Directors prior to the granting of occupancy for the first building.

4.14. Parking

4.14.1. Permit parking for senior units at a rate of 0.5 space per unit.

4.15. Signage

4.15.1. Authorize signage on the main Project Site pursuant to a Master Sign Program to identify the maximum permitted signage by parcel/building and develop sign design guidelines in lieu of compliance with the requirements of Municipal Code Chapter 16.92 and Sections 16.43.120(3) and 16.45.120(3), subject to review and approval of the Master Sign Program by the Planning Commission.

5. PERFORMANCE STANDARDS

5.1. Live Entertainment

5.1.1. The following standards apply to the Town Square and Residential/Shopping Districts. These standards exclude special events that are addressed under subsection 5.3 Special Events.

5.1.2. Live entertainment shall be confined to the tenant space and outdoor seating areas and shall not exceed the permitted occupancy.

Sounds shall not exceed the Menlo Park Municipal Code, Chapter

8.06 (Noise). Live entertainment shall be limited to tenant’s hours of operation.

5.2. Outdoor Seating

5.2.1. Outdoor Seating is permitted throughout the main Project Site.

The following performance standards apply to Outdoor Seating within the Town Square District and Residential/Shopping District and adjacent to the publicly accessible retail in the Campus District. If desired by the tenant, or if required by other regulatory agencies with jurisdiction, Outdoor Seating shall be enclosed by a fence or containment. A building permit may be required for certain features associated with the Outdoor Seating.

5.2.2. Outdoor Seating areas shall be limited to use at eating and/or drinking establishments.

Ordinance No. XXXX

19 5.2.3. Outdoor Seating areas shall be adjacent to the building they serve. Sidewalk seating areas shall not exceed the frontage of the business that they serve.

5.2.4. Outdoor Seating areas shall not encroach into publicly accessible open spaces unless the outdoor seating is open to the public and not controlled by a private business.

5.2.5. Outdoor Seating areas shall comply with all applicable provisions of the Americans with Disabilities Act (ADA) and state and local implementing regulations and the universal access requirements of the California Building Code.

5.2.6. No outdoor preparation of food or beverages is permitted in Outdoor Seating areas, except as permitted for outdoor propane barbeques pursuant to California Health and Safety Code.

5.2.7. Portable toilets are not permitted in Outdoor Seating areas, except as authorized through a temporary event or use permit pursuant to Municipal Code Section 8.06.060.

5.2.8. Outdoor Seating areas shall not obstruct or restrict access to public utilities.

5.2.9. Tables, chairs, and any other furniture/fixtures placed within Outdoor Seating areas shall not obstruct or block access to fire protection equipment.

5.2.10. All fixtures, furniture, and structures in Outdoor Seating areas shall comply with the following criteria:

5.2.10.1. Umbrellas/shade structures shall be compatible in design with the adjacent retail tenant’s storefront. They shall not exceed 15 feet in height, shall be temporary/removable, and shall not block any path of travel.

5.2.10.2. Table and chairs in Outdoor Seating areas shall be compatible in design with the adjacent retail tenant’s storefront. They shall not extend beyond the tenant fencing/containment and shall not impede any path of travel.

5.2.10.3. Outdoor heaters, speakers, and lighting in Outdoor Seating areas shall be compatible in design with the adjacent retail tenant’s storefront and shall not impede any path of travel.

5.2.10.4. All fixtures, furniture, and structures used in Outdoor Seating areas shall be of substantial construction to withstand outdoor use, and maintained in good condition, quality, and repair at all times.

Ordinance No. XXXX

20 5.2.10.5. Electric radiant heaters are allowed within Outdoor Seating areas. Natural or propane gas heaters are not permitted.

5.2.10.6. All exterior surfaces within Outdoor Seating areas shall be kept clean at all times.

5.2.11. Outdoor Seating areas shall be on the same elevation as the adjacent sidewalk. Raised platforms are not permitted.

5.2.12. Outdoor speakers for background music in Outdoor Seating areas will comply with Noise Ordinance Section 08.06.30.

5.2.13. Fences or containment shall be decorative in nature and constructed from wrought iron, tubular steel, wood, or other mix of durable materials; shall not exceed 3 feet, 4 inches in height unless otherwise required by a regulatory agency (e.g. CA ABC); and shall not restrict pedestrian access into building entries, public path of travel, or other publicly accessible seating areas.

5.2.14. Planters are encouraged in combination with fences. Planters shall be self-watering and designed to prevent irrigation runoff.

5.2.15. Outdoor Seating shall not restrict bicycle and pedestrian access along street frontages.

5.2.16. Outdoor Seating plans shall be submitted to the City for review and approval by the Planning and Engineering Divisions prior to installation of Outdoor Seating. These plans may be submitted concurrent with a building permit application, if required for the installation.

5.3. Special Events

5.3.1. Special events and temporary permits shall comply with Chapter

8.60 and Section 8.06.060 of the Menlo Park Municipal Code, except as provided below. Special events are permitted within the Town Square and Residential/Shopping Districts, including set up and break down, between the hours of 8am-10pm, every day of the week.

5.3.2. Town Square and Residential/Shopping Districts

5.3.2.1. Farmers market shall be limited to a total of 52 per calendar year.

5.3.2.2. All other community and private events shall be limited to a total of 52 per calendar year.

Ordinance No. XXXX

21 5.3.2.3. Emergency vehicle access routes through the Town Square shall be kept clear and unobstructed for the duration of any special event.

5.3.3. Campus District

5.3.3.1. Special Events within the Campus District shall be subject to the Event Management Plan, and shall not be subject to the provisions of section 5.3.2 above and not open to the general public.

5.3.4. Commercial Storefronts

5.3.4.1. Commercial storefronts are allowed customization based on the following criteria, subject to obtaining an administrative architectural control permit to be reviewed and granted by the Community Development Director or their designee concurrent with the building permit application, if applicable:
• The tenant is allowed to change or modify the façade materials and color from finished grade to the level 2 floor plate. All modifications shall be compatible with the architectural character.
• The tenant is allowed to change or modify the storefront glazing and entries to suit their program or brand. Rollup, sliding and swinging doors are allowed.
• The tenant is allowed to change or modify the awnings at their lease space.
• The tenant is allowed to change or modify the exterior lighting with their lease space. All lights shall be LED with a maximum color temperature of 3000k. Downlights may be added to awning. Lighting shall be concealed within structure of awning and match in color.

5.3.4.2. Decorative commercial string lights are allowed in conjunction with outdoor seating areas only. Lights shall be commercial grade and suitable for exterior applications. Lights need to be hardwired to a power source.

Extension cords are allowed. Lights shall be LED with a maximum color temperature of 3000k.

5.3.4.3. All commercial signage is governed by the Willow Village Master Sign Program.

5.4. Pump Station Screening

5.4.1. The pump station and supporting equipment will require screening and sound attenuation per the following criteria:

Ordinance No. XXXX

22 5.4.1.1. The pump station and supporting equipment shall be located within an enclosure that is architecturally compatible to the adjacent buildings and landscape context.

5.4.1.2. The pump station enclosure shall be made of a material and color that recedes into the landscape.

5.4.1.3. The pump station enclosure shall be designed with a minimum setback of 8’ from all adjacent walks or other pedestrian areas.

5.4.1.4. The pump station enclosure shall be at a minimum to the height of the equipment, and be fully covered provided the enclosure meets the requirements of the West Bay Sanitary District.

5.4.1.5. The enclosure shall be designed with sound attenuation to comply with Chapter 8.06 of Menlo Park’s Municipal Code.

5.4.1.6. The pump station enclosure shall be screened from pedestrian walks, plazas, and view with adequate vegetation.

6. SIGNS

6.1. Master Sign Program. The Project shall comply with Chapter 16.92 of the Zoning Ordinance or submit a project-specific Master Sign program which shall be subject to review and approval by the Planning Commission prior to installation of any onsite mixed use or commercial signage.

6.1.1. The Master Sign Program shall identify the maximum square footage of signage for each parcel/building within the project site and set design guidelines for signage.

7. RECORDATION AND EFFECTIVE DATE

7.1. The Willow Village CDP shall be recorded in the Official Records of the County of San Mateo, State of California.

7.2. The Willow Village CDP shall be in full force and effect on the effective date of the ordinance approving the CDP.

8. CHANGES TO CONDITIONAL DEVELOPMENT PERMIT

8.1. Changes to this CDP (including the Project Plans) shall be processed at the written request of the Property Owner with all applicable plans and fees, to the Planning Department for review as follows:

8.1.1. Substantially Consistent Changes are made at the staff level and include any modifications that Property Owner makes or proposes to Ordinance No. XXXX

23 make to this CDP (including the Project Plans) that are in substantial compliance with and/or substantially consistent with the Project approvals based on the determination that the proposed change(s) is consistent with other building and design elements of the CDP, and will not have an adverse impact on the character and aesthetics of the Property. The determination as to whether a requested change is a Substantially Consistent Change will be made by the Community Development Director (in his/her reasonable discretion). Substantially consistent changes do not affect permitted uses, the density or intensity of uses, restrictions and requirements relating to subsequent discretionary actions, monetary obligations, or conditions or covenants limiting or restricting the use of the Property or similar material elements. The Community Development Director or his/her designee shall act on Substantially Consistent Changes administratively, without public notice or hearing.

8.1.2. Minor Changes are any modifications that Property Owner makes or proposes to make to this CDP (including the Project Plans) that are made at the staff level, but the Planning Commission is provided information regarding these changes. The determination as to whether a requested change is a Minor Change is determined by the Community Development Director (in his/her reasonable discretion). A Minor Change is similar in nature to a Substantially Consistent Change, except that Minor Changes are more visible to the general public and result in minor exterior changes to the Project aesthetics (e.g. site layout, location of uses, etc.). Any member of the Planning Commission may request within seven days of receipt of the informational notice that the item(s) be reviewed by the Planning Commission to determine whether the proposed changes are considered a Minor Change. If the Planning Commission does not request review, the Community Development Director or his/her designee shall act on Minor Changes administratively.

8.1.3. Major Changes are any modifications that Property Owner makes or proposes to make to this CDP (including the Project Plans) that do not constitute Substantially Consistent Changes or Minor Changes.

Major Changes are reviewed by the Planning Commission as a Regular Business item, and publicly noticed. Major Changes include, but are not limited to, significant changes to the exterior appearance of the buildings or appearance of the Property, changes to the project plans (e.g. site access, roadway and pedestrian/bicycle infrastructure design, etc.), which are determined by the Community Development Director (in his/her reasonable discretion) to not constitute Substantially Consistent Changes or Minor Changes to the Conceptual Plans and this CDP. The Planning Commission's decision shall be based on the determination that the proposed modification is compatible with other building and design elements or onsite/offsite Ordinance No. XXXX

24 improvements of the CDP and would not have an adverse impact on safety and/or the character and aesthetics of the site. Planning Commission decisions on Major Changes may be appealed to the City Council. City Council shall have final authority to approve Major Changes.

8.1.4. Changes for Project Variants are permitted subject to staff review of the resulting on site changes to the Project Plans and this CDP. The Project Variants are permitted without any additional discretionary actions by the City. The following process for the on-site changes are required:

8.1.4.1. If the Willow Road Tunnel is removed, the on-site changes would be reviewed as a Substantially Consistent Change or Minor Change depending on the scope of the changes. No further discrertionary review of the Willow Road Tunnel is required. To ensure the community is aware of the removal of the Willow Road Tunnel, the Community Development Director shall notify the Planning Commission and City Council of this change for informational purposes only.

8.1.4.2. If the applicant does not receive outside agency approval to realign Hamilton Avenue, the associated on-site revisions to the proposed project would be reviewed through an ACP. The review would be limited to the on-site changes based on the revised circulation and locations of building/site features.

8.1.5. Architectural Control Plans (ACPs) for future buildings and site features (e.g. publicly accessible park and dog park) are required for each individual building/site. The Planning Commission shall review the ACPs through an architectural control application. The Applicant is required to submit an architectural control application and pay all applicable fees for the Planning Division's review of the proposed ACPs, subject to review and approval by the Planning Commission.

The Planning Commission's action will be based on substantial conformance with this CDP and the required findings for architectural control, as enumerated in Chapter 16.68.020 (Architectural Control) of the Zoning Ordinance.

8.1.6. Amendments to this CDP (including the Project Plans) that involve material relaxation of the development standards identified in Section 2, material changes to the uses identified in Section 3, exceedance of the signage maximum square footages identified in the Master Sign Program pursuant to Section 6, or material modifications to the conditions of approval identified in Sections 10 through 21 (in each case, other than changes deemed to be Substantially Consistent Changes pursuant to Section 8.1.1 , Minor Changes pursuant to Section 8.1.2, or Major Changes pursuant to Section 8.1.3), constitute Ordinance No. XXXX

25 CDP amendments that require public hearings by the Planning Commission and City Council. Such revisions might also require modifications to the Project Plans and/or Willow Village Development Agreement. Any application for amendment to the CDP shall be made by the Property Owner, in writing with all applicable plans and fees, to the Planning Department for review and recommendation by the Planning Commission at a public hearing. The Planning Commission shall forward its recommendation to the City Council for action on proposed amendment(s) to the CDP.

9. TRANSPORTATION MEASURES

9.1. Consistent with the Project proposal and to minimize environmental and community impacts resulting from utilization of the Project Site, Property Owner shall enforce a trip cap (“Trip Cap”) for the Campus District.

9.1.1. Trip Cap: The Property Owner shall comply with the Trip Cap, which sets the maximum number of morning and evening peak vehicle trips and daily vehicle trips for the Campus District, as set forth in Exhibit 3.

9.1.2. Monitoring: The Property Owner shall comply with the parameters and requirements of the Trip Cap as specified in the Willow Village Campus District Trip Cap Monitoring and Enforcement Policy. The Trip Cap applies to the Campus District only.

9.1.3. Implementation: The Trip Cap counting equipment shall be installed in good working order prior to issuance of a certificate of occupancy for the first office building, unless otherwise approved, to the satisfaction of the Public Works Director.

9.2. The Property Owner shall implement the Willow Village Transportation Demand Management (TDM) Plan, which includes TDM components for the Campus District and the Town Square and Residential/Shopping Districts.

9.2.1. Monitoring: The Property Owner shall comply with the Willow Village TDM Compliance Plan which provides recommendations regarding annual monitoring provisions for the Campus District and the Town Square and Residential/Shopping Districts, including the additional residential trip reduction required by the Mitigation Monitoring and Reporting Program for the Project. The Campus District shall be monitored daily through the Trip Cap and the Town Square and Residential/Shopping Districts shall be monitored annually. The Property Owner shall document compliance with the trip reduction requirements of this CDP through the TDM Compliance Plan in Exhibit 4.

Ordinance No. XXXX

26 9.3. The Property Owner shall comply with EIR Mitigation Measure TRA-2, which requires the residential land use of the Project to achieve a 36% reduction from gross ITE trip generation rates (resulting in a total of 6,023 average daily trips for the residential uses).

9.3.1. Monitoring: The Property Owner shall comply with the Village TDM Compliance Plan.

10. CONSTRUCTION PERMITS SEQUENCING:

10.1. The following outlines the basic sequencing of site development construction permits related to the Project. Completion of each site development phase (e.g., the Voluntary Remediation Work, the Site Improvement Work, etc.) is determined by the scope of the approved improvement plans. Completion of the site improvements to City standards is necessary prior to the dedication and acceptance of the public improvements. Upon Applicant’s/Property Owner’s completion of public infrastructure, Applicant/Property Owner shall offer for dedication to City such public infrastructure as completed, and City shall promptly accept the completed public infrastructure and release to Applicant/Property Owner any bonds or other security posted in connection with performance thereof in accordance with the terms of such bonds, and thereafter City shall maintain the public infrastructure. Applicant/Property Owner may offer dedication of public infrastructure, as identified in the Site Improvement Plans, in phases and the City shall not refuse to accept such phased dedications or refuse phased releases of bonds or other security so long as all other conditions for acceptance have been satisfied. Circulation improvements providing access to the Project Site as well as on-site access improvements as documented within the approved improvement plans shall be completed prior to the issuance of any temporary or initial Certificate of Occupancy for buildings within the applicable phase.

10.2. Implementation of Willow Village anticipates two overarching construction work phases. The initial efforts pertain to construction of Site Improvements, per Sections

10.2.1-10.2.4 below, primarily comprised of project serving infrastructure improvements, documented in Improvement Plan Sets (Plans, Specifications and Estimates). The second phase of project implementation pertains to the construction of vertical/building improvements. The construction of vertical improvements may overlap with completion of Site Improvements; however, building final permit sign-off/Certificate of Occupancy is dependent on the completion of the Site Improvements associated with the Map Phase in which the subject Vertical improvements are located. At Applicant’s election, Improvement Plan sets may be prepared and submitted for plan check and approval as independent plan sets in the following formats:

10.2.1. Demolition Plans of existing improvements

10.2.2. Grading Plans

10.2.3. Streets, Utilities and Streetscape Improvements

10.2.4. Park and Open Space Improvements

10.3. At Applicant’s election, plan check and issuance of building permits, may be processed in incremental submittals such as the following, subject to review and acceptance of the Building Division:

Ordinance No. XXXX

27 10.3.1. Civil Engineering, grading, utilities

10.3.2. Foundation design including piles and pile caps, if proposed

10.3.3. Structural design

10.3.4. Core and Shell

10.3.5. Interior improvements

10.3.6. Site improvements and landscaping

10.4. Voluntary Remediation Work

10.4.1. Implementation of Removal Action Workplan (“RAW”) The primary objective of the RAW is to evaluate potential management practices with the proposed plans to redevelop the Project Site with residential use while protecting the health of future occupants/users. The California Department of Toxic Substances Control (DTSC) approved RAW identifies a preferred removal action most appropriate for the Residential/Shopping District of the Site, as prior remedial actions did not anticipate residential land uses. It is anticipated that DTSC will approve the RAW upon certification of the Willow Village EIR. The applicant is required to implement the remedial actions identified in the final approved RAW prior to issuance of any building or encroachment permits from the City for the Project. Documentation of an approved RAW shall be provided to the Building Division prior to issuance of any building permits for the Project

10.4.2. Site Management Plan (“SMP”) The purpose of the SMP is to establish appropriate management practices/protocols for handling impacted soil, soil vapor, and ground water that may be encountered during development activities. It is anticipated that DTSC will approve the SMP upon the certification of the Willow Village Project EIR. The applicant shall implement the management practices and protocols of the SMP during Project construction. Documentation of an approved SMP shall be provided to the Building Division prior to issuance of any building permits for the Project.

10.4.3. In the event remedial efforts are not completed during the grading phase, and DTSC allows for phased remediation, then as part of each complete building permit application submittal, the grading plans shall document any necessary soil remediation efforts in compliance with the approved site management plan and work plans by DTSC. These plans shall be submitted to the City for reference purposes. Any excavation related to soils remediation shall require issuance of a building permit from the City. DTSC approval of remediation shall be provided to the Building Division prior to issuance of any building permits.

10.4.4. Vapor Intrusion Mitigation Plan (VIMP”) The purpose of the VIMP is to identify the measures that will be implemented for the planned Ordinance No. XXXX

28 development to effectively eliminate potential vapor intrusion concerns into future buildings. The VIMP is building specific to identify measures that will be implemented by building and is reviewed and approved by DSTC prior to the issuance of building permits.

Documentation of DTSC review and approval shall be provided to the Building Division prior to building permit issuance. The VIMP plans shall be incorporated for “reference only” into applicable building permit plan sets.

10.5. Subdivision Mapping and Project Serving Improvements

10.5.1. Willow Village proposes a two-step subdivision approach to facilitate the development of the Project. The initial subdivision consists of a Large Lot Parcel Map “A” Map. The primary purpose of the “A” Map is to create legal parcels for potential financing and conveyance purposes, but that are not buildable, reserve and offer for dedication future public rights of way and public easements and provide project serving backbone infrastructure improvements consisting of grading plans, street improvements, utility improvements and streetscape improvements. The “A” map may be filed in multiple maps. The subsequent subdivision process that creates buildable parcels is referred to as a “B” Map. Both Parcel and Final Maps are anticipated to create buildable parcels within the Office District/Town Square District and Residential/Shopping District. All obligations specific to each Parcel or Tract Map are documented as conditions of approval to each map. In the event the required project serving improvements are not completed prior to approval and recordation of the Parcel Map or Final Map, the subdivider shall enter into a Public/Subdivision Improvement Agreement with the City of Menlo Park and provide the appropriate amount of surety guaranteeing the completion of said improvements to the satisfaction of the City Engineer.

10.5.2. The Applicant shall submit for a Final Map/Parcel Map for the “A Map” to the Public Works Department for review and approval, documenting compliance with the Vesting Tentative Map.

10.5.3. The Applicant shall submit public improvement plans prior to or concurrent with the Final Map/Parcel Map for the “A Map” subject to review and approval of the Engineering, Building, and Planning Divisions.

10.5.4. The Applicant shall construct the public improvements/backbone infrastructure in compliance with the conditions of approval for the Vesting Tentative Map
Ordinance No. XXXX

29 10.5.5. The Applicant shall coordinate the public improvement plans/backbone infrastructure and the Final Map plans with the Hamilton Avenue Parcels Vesting Tentative Map and associated public improvement plans.

10.6. Willow Road Tunnel

10.6.1. This CDP approves the Willow Road Tunnel Variant in addition to the Project, subject to the review process for on-site changes outlined in Section 8 of this CDP. In the event the Applicant proposes to construct Willow Road Tunnel Improvements, the following process shall apply:

10.6.2. Applicant shall submit to the City Improvement Plans detailing the proposed Willow Road Tunnel consisting of vehicle travel lanes to accommodate bi-directional vehicular travel of Project Transit vehicles, separated pedestrian and bicycle lanes, portal improvements on eastern portion of the MPK 20 site connecting to Bayfront Expressway Tunnel and a tunnel approach consisting of dedicated bicycle and improvements within Willow Village Site.

10.6.3. Applicant shall submit Willow Road Tunnel Improvement Plans to the Community Development and Public Works Departments for review and preliminary design acceptance, prior to submittal to Caltrans and SamTrans.

10.6.4. Following City review and preliminary design acceptance, the Applicant shall submit Willow Road Tunnel Improvement Plans to Caltrans and SamTrans and apply for encroachment permit and/or other required approvals which may coincide with the City’s more detailed building permit review of the Willow Road Tunnel Improvement Plans for the portions of the tunnel on private property (i.e. Project Site and West Campus).

10.6.5. Applicant shall process a Modification, as applicable, to the West Campus Conditional Development Permit for the portions of the tunnel portal and associated improvements on West Campus, which City shall approve if it substantially conforms to the Willow Road Tunnel Improvement Plans.

10.6.6. Applicant shall apply jointly with SamTrans to California Public Utilities Commission (CPUC) for a GO-88(b) authorization to permit an undercrossing below the Dumbarton Rail corridor.

10.6.7. Applicant shall submit documentation of Caltrans’ approval of encroachment permit, the SamTrans approval of the encroachment permit, and CPUC’s approval of a GO-88(B) authorization to the Ordinance No. XXXX

30 Public Works and Community Development Departments for review prior to approval and issuance of said Willow Road Tunnel Improvement Plans.

10.6.8. Applicant shall obtain necessary permits, at the Applicant’s sole cost, from Caltrans and SamTrans and provide documentation to the Community Development and Public Works Departments prior to issuance of building permits for the tunnel approach and other improvements on private property, including the Project Site and the West Campus Site.

10.6.9. Public Access Easements: Concurrent with complete plan set submittal for construction of the Willow Road Tunnel, the Applicant shall submit a plat and legal description for a public access easement(s) on property it owns or controls for utilization of the Willow Road Tunnel to the satisfaction of the Public Works Director. The form of public access easement shall permit Applicant to establish reasonable rules and regulations governing its use and to temporarily suspend access to the Willow Road Tunnel in case of emergencies.

The acceptance of the deed or dedication requires Menlo Park City Council approval prior to final inspection.

10.6.10. The Willow Road Tunnel shall be open 24 hours a day for bicyclists and pedestrian access, except when temporarily suspended in case of emergencies or maintenance. If the Willow Road Tunnel will be closed for planned maintenance the Applicant shall provide the Public Works Director with written notice 72 hours in advance.

10.6.11. Maintenance Agreement: Prior to approval of building permit final inspection for the Willow Road Tunnel, the Applicant shall enter into a Maintenance Agreement with the City to maintain the Willow Road Tunnel, including but not limited to typical cleaning and repairs, at the Applicant’s sole cost.

10.6.12. Applicant is responsible for payment of Caltrans and Samtrans permitting, licensing, and other fees associated with the review and approval of the Willow Road Tunnel Improvement Plans.

10.7. Elevated Park Segment Over Willow Road

10.7.1. The Applicant shall submit to the City Improvement Plans depicting the segment of the Elevated Park that crosses Willow Road consisting of a raised landscaped park open to the public with stair and elevator access points on both sides of Willow Road connecting pedestrian and bicycle users.

Ordinance No. XXXX

31 10.7.2. Applicant shall submit Elevated Park Improvement Plans to the Community Development and Public Works Departments for review and preliminary design acceptance, prior to submittal for Caltrans.

10.7.3. Following City review and preliminary design acceptance, Applicant shall submit the Elevated Park Improvement Plans to Caltrans and apply for encroachment permit approvals which may coincide with the City’s more detailed review of the Elevated Park over Willow Road Improvement Plans for compliance with the ACP for the Elevated Park.

10.7.4. Applicant shall submit documentation of Caltrans’ approval of encroachment permit prior to the City approval of said Segment of the Elevated Park over Willow Road.

10.7.5. Applicant shall complete Segment of the Elevated Park over Willow Road Improvements prior to the issuance of the last Phase 2 building Certificate of Occupancy and permit sign off.

10.7.6. Maintenance Agreement: Prior to approval of building permit final inspection for the Elevated Park Segment over Willow Road, the Applicant shall enter into a Maintenance Agreement with the City to maintain the Willow Elevated Park Segment, including but not limited to typical cleaning and repairs, at the Applicant’s sole cost.

10.7.7. Applicant shall obtain necessary permits, at the Applicant’s sole cost, from Caltrans and other agencies that have jurisdiction and provide documentation to the Community Development and Public Works Departments prior to issuance of building permits for the segment of the Elevated Park spanning over Willow Road including other improvements on private property, including the Project Site and the Willow/Hamilton Parcel.

10.7.8. Public Access Easements: Concurrent with complete plan set submittal for construction of the Elevated Park, the Applicant shall submit a plat and legal description for a public access easement(s) on property it owns or controls to the satisfaction of the Public Works Director. The form of public access easement shall permit Applicant to establish reasonable rules and regulations governing its use and to temporarily suspend access to the Elevated Park in case of emergencies. The acceptance of the deed or dedication requires Menlo Park City Council approval prior to final inspection.

10.7.9. Extensions: In the event construction of the Elevated Park is delayed due to circumstance outside of the Applicant’s reasonable control, the Public Works Director may grant an extension based on substantial evidence from the Applicant that the delay is based on Ordinance No. XXXX

32 external circumstances, and the Applicant demonstrates a good faith effort to complete the improvements. Any extension would be based on an agreed upon timeline by the Public Works Director and the Applicant.

10.7.10. If the segment of the Elevated Park that crosses Willow Road is not approved by outside agencies prior to the development of Phase 2, Applicant shall have no further obligation to construct the segment of the Elevated Park over Willow Road and shall instead (1) pay a community amenity fee in the amount of Ten Million Three Hundred Sixty Nine Thousand Thirty-One Dollars ($ 10,369,031) and (2) ensure that the vertical transportation system (i.e, elevators, stairs, etc.) at the westerly side of the Elevated Park is located reasonably proximate to the eastern side of Willow Road, taking into account Project design and utility considerations, consistent with the requirements of the Willow Village Development Agreement.

10.8. Vertical Building Phase – The vertical building construction phasing shall conform to Exhibit D of the Development Agreement.

11. BIRD SAFE DESIGN

11.1. Bird-Safe Design: For purposes of addressing the potential for avian collision risk associated with the Project, the Project shall comply with the following:

11.1.1. The “beneficial project features” identified in the Willow Village Master Plan Bird-Safe Design Assessment prepared by H.T. Harvey & Associates for Peninsula Innovation Partners (October 19, 2021) (“Bird-Safe Design Assessment”) as identified in Appendix A to the Bird-Safe Design Assessment.

11.1.2. City Bird-Safe Design Requirements

11.1.2.1. Except as provided in Section 11.1.2.2, the City Bird-Safe Design Requirements identified in Mitigation Measure BIO-1 of the ConnectMenlo:

General Plan Land Use & Circulation Elements and M-2 Area Zoning Update Environmental Impact Report (ConnectMenlo EIR), certified by the City of Menlo Park in 2016 and codified in Sections 16.43.140(6) and 16.45.130(6) of the City’s Municipal Code (collectively referred to as the “City Bird-Safe Design Requirements”), as described in Sections 5.2.2.1, 5.3.2.1, 5.4.2.1,

5.5.2.1, and 6.2.2 of the Bird-Safe Design Assessment.

11.1.2.2. The Alternative Measures Proposed, as described in Sections 5.2.2.2,

5.3.2.2, 5.4.2.2, 5.5.2.2, and 6.2.2 of the Bird-Safe Design Assessment, in accordance with the Planning Commission approval of waivers to the referenced City Bird-Safe Design Requirements.

Ordinance No. XXXX

33 11.1.2.3. The “lighting design principles,” as described in Section 6.2.1 of the BirdSafe Design Assessment.

11.1.2.4. The mitigation measures applicable to avian collision impacts identified in the Mitigation Monitoring and Reporting Program for the Project.

11.1.3. Bird-Friendly Design Waivers: In accordance with Zoning Ordinance Sections 16.43.140(6)(H) and 16.45.130(6)(H), this CDP authorizes waivers to the City Zoning Ordinance requirements for BirdFriendly Design in the RMU and O districts as provided with the BirdSafe Design Assessment. Future waivers may be considered and approved by the Planning Commission provided that the proposed waivers do not conflict with the provisions of this CDP.

11.1.4. Prior to City approval of each ACP for the Project, a qualified biologist shall review the final ACP to confirm that the above features, requirements, alternative measures, and mitigation measures, or other alternative features, requirements, alternative measures, and mitigation measures proposed by the applicant and reasonably acceptable to the qualified biologist, are incorporated into the ACP, such that Project impacts due to bird collisions would be less than significant under CEQA and comply with the intent of the City’s Zoning Ordinance requirements, as indicated in the Bird-Safe Design Assessment. The qualified biologist shall submit its report and findings to the Planning Division for review and acceptance prior to action on each individual ACP.

12. PROJECT SPECIFIC CONDITIONS – GENERAL

12.1. The following project specific conditions generally apply to every building permit and construction phase unless a specific building or phase is identified. Each subsequent permit shall be reviewed by the Community Development and Public Works Departments for compliance with these conditions prior to building permit issuance.

Compliance shall be documented by the applicant in the appropriate form as determined by the applicable City department or division.

12.2. Architectural Control Plan Approval: Per Section 2.2.4, an Applicant shall submit for individual parcels within the O and R-MU District complete Architectural Control Plans in accordance with Menlo Park Municipal Code Section 16.68.020 and materially consistent with the vision and design intent conveyed by the Conceptual Plans, subject to applicable Modifications granted in accordance with Section 4 and Changes granted in accordance with Section 8 herein. Per Section 8.1.4, at time of each ACP submittal, the Property Owner will have the ability to submit additional bird-safe waivers, to be reviewed by a qualified biologist, so long as those waivers are demonstrated to be less than significant under the Willow Village Project EIR. Through the ACP review process the Applicant may request additional project modifications subject to Changes granted Ordinance No. XXXX

34 in accordance with Section 8 herein. Approval of the Architectural Control Plans is a prerequisite to building permit issuance.

12.3. Future Conditions: The City’s Planning, Building, Engineering, and Transportation Divisions shall review each ACP for substantial conformance with this CDP. The City may impose additional conditions of approval related to building design or conditions necessary to ensure compliance with applicable Building Code or health and safety regulations. Conditions within this CDP would continue to apply to all future ACPs and any future conditions shall be consistent with this CDP, the DA, the MMRP, and Vesting Tentative Maps for the Masterplan.

12.4. Below Market Rate Housing Agreement: Concurrently with the recordation of the Willow Village Development Agreement and this CDP, the Applicant shall record the Project-Wide Willow Village Below Market Rate Housing Agreement and subsequent parcel specific BMR agreements shall be recorded prior to issuance of the first building permit for the associated vertical construction.

12.5. Public Realm Lighting: Building and parcel specific lighting plans shall comply with Sheets G5.22 through G5.33 of the Project Plans and be included in all applicable permits.

12.6. Outside Agency Compliance: Prior to issuance of each building permit, the Applicant shall comply with all Sanitary District, Menlo Park Fire Protection District, and utility companies’ regulations that are directly applicable to the Project. Documentation of compliance shall be submitted to the Building Division prior to building permit issuance.

12.7. Condition Compliance: Prior to the issuance of each building permit, the Applicant shall submit documentation of compliance with all conditions of approval on the plans or in supporting documents for review and approval of the Public Works and Community Development Departments. Any request for a modification in the timing of a specific condition shall be made in writing with a detailed explanation and requested alternative timing to the Community Development Director for review based on conformance with Section 8 (Changes) of this CDP.

12.8. Fees: All outstanding and applicable fees associated with the processing of this Project shall be paid prior to the issuance of any building permit for the Project.

12.9. Construction Fencing: The Applicant shall submit a plan for construction safety fences around the periphery of the construction area or the periphery of the Project Site including the installation of Temporary Noise Abatement sound barriers consistent with Mitigation Measure NOI-1.2 concurrent with the building permit for each phase of construction or site development activities. The fences shall be installed according to the plan prior to commencing construction for each individual construction phase or each building. The plan shall be reviewed and approved by the Building and Planning Divisions prior to issuance of a demolition permit for each building.

Ordinance No. XXXX

35 12.10. Site Upkeep: Property Owners shall keep their respective properties on the Project Site in a clean and sanitary condition at all times, maintain its site in a fashion that does not constitute a public nuisance and that does not violate any provision of the City of Menlo Park Municipal Code.

12.11. Truck Route Plan: The Applicant shall submit a truck route plan concurrent with the building permit application for each stage of construction based on the City’s municipal code requirements, for review and approval by the Transportation Division.

The Applicant shall also submit a permit application and pay applicable fees relating to the truck route plan, to the satisfaction of the Public Works Director

12.12. Salvaging and Recycling of Construction and Demolition Debris: For each building, the Property Owner shall comply with the requirements of Chapter 12.48 (Salvaging and Recycling of Construction and Demolition Debris) of the City of Menlo Park Municipal Code, which compliance shall be subject to review and approval by the Building Division.

12.13. Water Efficient Landscape Ordinance: Simultaneous with the submittal of each complete building permit application, the Applicant shall provide documentation indicating the amount of irrigated landscaping. If the project proposes more than 500 square feet of irrigated landscaping, it is subject to the City's Water Efficient Landscaping Ordinance (Municipal Code Chapter 12.44). Submittal of a detailed landscape plan is required concurrently with the submittal of each complete building permit application and subject to review and approval of the Engineering Division.

12.14. Landscape Screening: Landscaping shall screen all public utility equipment that is installed within the public and private rights-of-way and cannot be placed underground, subject, however, to the requirements of the Menlo Park Fire Protection District, the West Bay Sanitary District, PG&E, and any other applicable agencies regarding utility clearances and screening. The Improvement Plans shall depict new utility installations exact locations of any meters, back flow prevention devices, transformers, junction boxes, relay boxes and other equipment boxes installed within the public right of way or public easement area in the event said above ground utility installations are depicted within the Improvement Plans. The screening shall be compatible and unobtrusive and subject to the review and approval of the Planning Division which approval will be required prior to the City’s approval of the Improvement Plans.

12.15. Hydrology Report: Simultaneous with the submittal of each complete building permit application, the Applicant's design professional shall evaluate the Project's impact to the City's storm drainage system and prepare a Hydrology Report to the satisfaction of the City Engineer or Director of Public Works, or designee. Postconstruction runoff into the storm drain shaII not exceed pre-construction runoff levels.

12.16. Stormwater Management Report: Simultaneous with the submittal of each complete building permit application, the applicant shall submit a Storm Water Ordinance No. XXXX

36 Management Report that meets the requirements of the San Mateo County’s C.3 Stormwater Technical Guidance Manual for review and approval of the City’s Engineering Division.

12.17. FEMA Compliance: The Project Site is in Flood Zone AE and must be designed and constructed in compliance with current FEMA regulations, the City’s Flood Damage Prevention Ordinance, and Zoning Ordinance Sections 16.43.140(4) and16.45.130(4) (Hazard Mitigation and Sea Level Rise Resiliency).

12.17.1. Concurrent with the building permit submittal, the Applicant shall submit a FEMA Conditional Letter of Map Revision-Fill (CLOMR-F) application to the Public Works Department for review and approval.

In accordance with the National Flood Insurance Program (NFIP), Section 65.5, the Applicant shall prepare supporting data, including relevant hydraulic and hydrologic analyses, delineation of floodplain boundaries and all other information required by FEMA to review and evaluate the request for a CLOMR-F. Upon receiving City approval, the Applicant shall submit the CLOMR-F application to FEMA.

12.17.2. Prior to issuance of any building permit the Applicant shall obtain a CLOMR-F from FEMA.

12.17.3. The Applicant shall submit an elevation certificate to the Engineering Division prior to final signoff of the foundation inspection for each building.

12.17.4. When construction is complete, appropriate as-built data must be supplied to FEMA for a permanent LOMR-F to be issued. The applicant shall submit the LOMR-F application to FEMA, with a copy to the Engineering Division, within 30 days of Certificate of Occupancy for each building.

12.18. Heritage Tree Protection: Improvement Plans shall include tree protection plans for any construction phase that retains existing heritage trees subject to review and approval of the City Arborist and Planning Division.

12.19. Heritage Tree Removals: The applicant is permitted to remove 276 heritage trees at the main Project Site, 6 heritage trees along O’Brien Drive, 7 heritage trees on 1305 O’Brien Drive, and 3 heritage trees on 1330 O’Brien Drive, subject to the following conditions.

12.19.1. Heritage tree removal permits were conditionally approved by the City Arborist on 6/28/22 (HTR Permit Nos 2022-00057 and 2022- 00058).

Ordinance No. XXXX

37 12.19.2. Heritage tree removal permits associated with additional property owners shall not be issued until the City receives written authorization from affected property owners.

12.19.3. Removals of conditionally approved heritage trees may not occur prior to issuance of demolition permits, authorization of all affected property owners, and/or the effective date of this CDP.

12.20. Heritage Tree Replacements: The Applicant is permitted to remove up to 276 heritage trees on the Project Site and 16 heritage trees for construction of the new O’Brien intersection, as determined by the Project Arborist in the Tree Survey Reports dated August 16, 2022 (and shown on Sheets G1.06-G1.09 and Appendix 9) of the Project Plans. A minimum of value of $3,413,400 in heritage tree replacements are required for the Project Site. Heritage tree replacements shall be a minimum of 24-inch box size and are required to be planted at grade. The number of heritage tree replacements shall be tracked by the City and Applicant in accordance with the compliance matrix, dated 6/23/22 and on file with the City and subject to the approval of the City Arborist and Planning Division.

12.21. Title 12 Compliance: Simultaneous with the submittal of each complete building permit application, the applicant shall submit plans to the Building Division verifying that the project complies with all applicable Municipal Code Title 12 (Buildings and Construction) requirements for review and approval.

12.22. Building Codes Compliance: The project is subject to the California Building Code, the California Building Standards Code and any adopted Reach Codes and/or local building code ordinances in effect at the time of each complete building permit application submittal, unless otherwise regulated by the development agreement and this CDP.

12.23. CalGreen Compliance: The project is subject to the California Green Building Standards Code (CalGreen) and any local amendments to the Code in effect at the time of submittal of each complete building permit application, unless otherwise regulated by the development agreement and this CDP.

12.24. Natural Gas Usage: Prior to submittal of a complete building permit application for the superstructure, the Applicant shall apply for an exception to use natural gas, if applicable, for nonresidential kitchens (such as for-profit restaurants and cafeterias), subject to the criteria in Chapter 12.16 of the Municipal Code and the City’s Reach code administrative guidelines. Exceptions for natural gas usage in commercial kitchens require review and approval of the Environmental Quality Commission and are appealable to the City Council. If exceptions are not granted by the Environmental Quality Commission or City Council, the plans shall be revised to remove all natural gas improvements.

12.25. Unit plans: Each complete building permit application that includes residential units shall include all unit plans to be fully drawn and detailed including mirrored plans.

Ordinance No. XXXX

38 Further, all residential building plans are required to include drawings for mirrored units including structural, mechanical, electrical, and plumbing plan sheets.

12.26. Deferred submittals: All deferred submittals other than trusses are to be approved by the Building Official or their designee prior to submittal of each complete building permit application.

12.27. Menlo Park Fire Protection District: Each occupancy and unit set forth in the Plans shall have the required fire protection systems, allowable building height and separations per Table 508.4 of the 2019 California Building Code (CBC) or whichever CBC is in effect at the time of building permit submittal. Simultaneous with the submittal of a complete building permit application, the applicant shall include documentation that the Plans have been reviewed and approved by the Menlo Park Fire Protection District.

12.28. Electric Vehicle Space: Each complete building permit application shall include construction documents needed to identify the location of electric vehicle (EV) spaces per the CalGreen code and any local amendments in effect at the time of submittal of a complete building permit application unless otherwise regulated by the development agreement and this CDP.

12.29. Pedestrian Protection: Each complete building permit application shall include pedestrian protection along the public right-of-way with sidewalks, as required per Section 3306 of the 2019 CBC or the CBC in effect at the time of submittal of a complete building permit application.

12.30. Adjoining Properties: Each complete building permit application shall include details regarding protection of adjoining property, as required per Section 3307 of the 2019 CBC or the CBC in effect at the time of submittal of each complete building permit application.

12.31. Sanitary Sewer: Each complete building permit application shall include details demonstrating that all sanitary sewer lines will gravity feed to the sewer mains in the public right-of-way unless otherwise approved by the Building Official or their designee.

12.32. Simultaneous with the submittal of each complete building permit application, the applicant shall submit plans for: 1) construction safety fences around the periphery of the construction area, 2) dust control, 3) air pollution control, 4) erosion and sedimentation control, 5) tree protection fencing, and 6) construction vehicle parking.

The plans shall be subject to review by the Engineering, Planning, and Building Divisions and the City’s Building Official or their designee shall approve the Plans subject to input by City staff. The safety fences, dust and air pollution control measures, erosion and sedimentation control measures, and tree protection measures shall be installed according to the approved plan prior to commencing construction and implemented throughout the duration of construction at the project site

12.33. Erosion Control: No later than upon the submittal of a complete building permit application, the Applicant shall submit plans that include proposed measures to prevent Ordinance No. XXXX

39 erosion and polluted runoff from all site conditions, subject to review and approval of the Building Division. During construction, if construction is not complete by the start of the wet season (October 1 through April 30), the Applicant shall implement a winterization program to minimize the potential for erosion and sedimentation. As appropriate to the site and status of construction, winterization requirements shall include inspecting/maintaining/cleaning all soil erosion and sedimentation controls prior to, during, and immediately after each storm event; stabilizing disturbed soils through temporary or permanent seeding, mulching, matting, tarping or other physical means; rocking unpaved vehicle access to limit dispersion of soil onto public right-of-way; and covering/tarping stored construction materials, fuels, and other chemicals. A site specific winterization plan implemented during construction would be subject to review by the Engineering, Building, and Planning Divisions and subject to approval by the Building Official or their designee with input from City staff. The winterization plan would be in addition to any required erosion control plan.

12.34. Stationary Noise Source Compliance Data (Non-roof mounted equipment):

Concurrent with the Core and Shell building permit phase submittal for each building, the Property Owner shall provide a plan that details that all on-site stationary noise sources comply with the standards listed in Section 8.06.030 of the City’s Noise Ordinance. This plan shall be subject to review and approval by the Planning and Building Divisions prior to each building permit issuance.

12.35. Stationary Noise Source Compliance Data (Roof mounted equipment):

Concurrent with the Core and Shell building permit phase submittal for each building, the Property Owner shall provide a plan that details that all roof-mounted stationary noise sources comply with the standards listed in Section 16.08.095 of the City’s Zoning Ordinance. This plan shall be subject to review and approval by the Planning and Building Divisions prior to each building permit issuance.

12.36. Building Construction Street Impact Fee: Prior to issuance of each building permit, the Property Owner shall pay the applicable Building Construction Street Impact Fee, to the satisfaction of the Public Works Director.

12.37. Accessibility: All pedestrian pathways shall comply with applicable Federal and State accessibility requirements, to the satisfaction of the Public Works Director and Building Official.

12.38. Prior to issuance of the building permit for the senior below market rate building, the applicant shall submit documentation of an agreement for up to 36 off-site spaces within the adjacent building on residential parcel 6 to the Planning and Building Divisions for review and approval. The agreement shall be recorded with the San Mateo County Assessor Recorder’s office prior to the granting of Certificate of Occupancy for the senior below market rate building.

12.39. The grocery store shall be a minimum of 35,000 square feet in size.

13. Ongoing Compliance Monitoring
Ordinance No. XXXX

40 13.1. Water Supply Assessment (WSA) Compliance: Twelve months following the date of the issuance of the certificate of occupancy, the Property Owner/Manager for each parcel shall submit documentation to the City to confirm that potable water usage for the parcel does not exceed the estimated potable water consumption for the parcel documented in the WSA dated February 2022, prepared by West Yost Associates. The estimated total potable water consumption for the Project at full buildout is 94 million gallons per year, a net increase of 75 million gallons and each building shall be reviewed for compliance with its prorated/fair share water usage based on square footage, units, or hotel rooms. The Public Works Director shall review the documentation along with City records for potable water usage at the Project Site to confirm that potable water usage does not exceed the estimated potable water usage in the WSA. In the event that actual water consumption exceeds the WSA, a water conservation program, as approved by the City’s public works director, shall be implemented. Twelve (12) months after City approval of the water conservation program, the building owner shall submit data and information sufficient to allow the city to determine compliance with the conservation program. If water consumption exceeds the budgeted amount, the City’s public works director may prohibit the use of water for irrigation or enforce compliance as an infraction pursuant to Chapter 1.12 of the Municipal Code until compliance is achieved. This section shall not be effective during the period of deferred enforcement established by section 4.13 of this CDP.

13.2. Long-term Maintenance Provisions

13.2.1. Stormwater Operations and Maintenance Agreement for Private Property: Prior to temporary/initial certificate of occupancy for each building, the Property Owner shall enter into, or amend the existing Operations and Maintenance Agreement with the City, as applicable.

The Operations and Maintenance Agreement shall establish a stormwater treatment system maintenance program (to be managed by the Property Owner) that includes annual inspections of any infiltration features and stormwater detention devices (if any), and drainage inlets, flow through planters, and other Best Management Practices (BMP). There may be separate Operations and Maintenance Agreements for each individual parcel within the Project Site, or one combined agreement as may be determined by the City and Applicant.

The Operation and Maintenance Agreements shall be subject to review and approval of the City Attorney and the Public Works Director and shall be recorded prior to final inspection of the Tenant Improvement phase for each building. An annual report documenting the inspection and any remedial action conducted shall be submitted to the Public Works Department for review. This condition shall be in effect for the life of the Project.

13.2.2. Stormwater Operations and Maintenance Agreement for Rights of Way and the Public Realm: Prior to the certificate of occupancy for each building, the Owners’ Association shall enter into, or amend the Ordinance No. XXXX

41 existing Operations and Maintenance Agreement with the City, as applicable. The Operations and Maintenance Agreement shall establish a stormwater treatment maintenance program (to be managed by the Owners’ Association) that includes annual inspections of any infiltration features and stormwater detention devices (if any), and drainage inlets, flow through planters, and other Best Management Practices (BMP). There may be separate
Operations and Maintenance Agreements for each individual parcel within the Project Site, or one combined agreement as may be determined by the City and Applicant. The Operation and Maintenance Agreements shall be subject to review and approval of the City Attorney and the Public Works Director and shall be recorded prior to final inspection of the Tenant Improvement phase for each building.

An annual report documenting the inspection and any remedial action conducted shall be submitted to the Public Works Department for review. This condition shall be in effect for the life of the Project.

13.2.3. Landscape Maintenance: Site landscaping shall be maintained by the entities described in Section 13.2.4, below, and to the satisfaction of the Community Development Director. Significant revisions to site landscaping shall require review by the Building Official, Public Works Director, City Arborist, and Community Development Director to confirm the proposed changes comply with accessibility and exiting requirements, stormwater requirements and substantially conform with the Project Plans consistent with the procedure outlined in Section 8, Changes.

13.2.4. Maintenance Obligations

13.2.4.1. City: Once constructed, the Applicant/Property Owner shall dedicate the following improvements to the City, after which time the City shall be responsible for maintaining the public improvements.
• All public streets and utility improvements per Sheet G6.04 of the Project Plans (Conceptual Operations and Maintenance Responsibility Diagram) as follows:
• Park street
• The portion of West Street south of Main Street
• The southern half of East Loop
• The portion of Main Street between Willow Road and West Street and Park Street to the intersection of O’Brien Drive.

13.2.4.2. Applicant: The Applicant shall be responsible for maintaining the following improvements for the life of the Project in accordance with the standards that would be submitted in conjunction with the review and approval of the Improvement Plans.
• The Elevated Park
• Town Square
Ordinance No. XXXX

42 • The Willow Road Tunnel

13.2.4.3. Owners’ Association: Prior to the first Certificate of Occupancy for the first building, an Owners’ Association shall be formed for purposes of maintaining the following improvements. Following its formation, the Owners’ Association shall be responsible for maintaining the following improvements for the life of the Project in accordance with the standards that would be submitted in conjunction with the review and approval of the Improvement Plans.

1. All privately-owned, publicly accessible open space other than the areas identified in Section 13.2.4.2, per Sheet G6.04 (Conceptual Operations and Maintenance
Responsibility Diagram) of the Project Plans.

2. Private Streets and Utilities as follows:
a. North Loop Road
b. Segment of East Loop north of the Adams
Court Intersection
c. Main Street between the intersection of
West Street and Park Street
d. Center Street
e. East Street
f. Willow Road Tunnel, if constructed

13.3. City shall cooperate with Applicant in implementing all of the conditions of this CDP, including to alter responsibility for ongoing maintenance and compliance obligations as necessary (e.g., alter responsibilities between Applicant, Property Owner, Owners’ Association).

13.4. Power and Communications Requirements: The Property Owner shall comply with all regulations of PG&E and other applicable communication providers (e.g., AT&T and Comcast) that are directly applicable to the Project.

13.5. Public Open Space Access: Simultaneous with the submittal of a complete building permit application, the Applicant shall submit a plat and legal description and proposed form of irrevocable easement agreement for public utilization of the Publicly Accessible Open Space, including the publicly accessible multi-use pathway(s), to the satisfaction of the Public Works Director and City Attorney. The form of irrevocable easement shall ensure, to the satisfaction of the City, that the Applicant has reasonable control over the Publicly Accessible Open Space and that the Publicly Accessible Open Space is accessible to the general public, in perpetuity during reasonable hours of each day of the week and at a minimum from sunrise to 30 minutes after sunset in compliance with Section 8.28.133 of the Municipal Code, except as otherwise provided in the Open Space Operating Rules to be prepared in accordance with Section 19.

Publicly accessible open space and frontage landscaping that is part of each parcel, and identified in the ACP, shall be open prior to certificate of occupancy.

Ordinance No. XXXX

43 13.5.1. The irrevocable easement agreement requires City Manager approval and shall be recorded with the County of San Mateo prior to granting of the first unit and/or building occupancy.

13.6. On-site Pedestrian Deterrents and Safety Features: In the Campus District, the on-site pedestrian deterrent materials and color shall be consistent with the materials and colors used for the adjacent Campus District building and landscape palette as approved through the ACP process. In publicly accessible open space and adjacent to publicly accessible private streets, perimeter safety fencing and roadway barricades shall be consistent with the overall character of the publicly accessible open space to the satisfaction of the Community Development Director.

13.7. Generator Screening: To the extent generators are placed on the exterior of the buildings, the Property Owner shall screen all generators prior to certificate of occupancy for each building, to the satisfaction of the Planning Division. Screening shall be to the height of the generator and enclose all four sides of the generator.

Buildings may be used for all or part of the enclosure.

13.8. Refuse and Recyclables: The Project shall comply with Zoning Ordinance Sections 16.43.140(5) and 16.45.130(5) and the City’s implementing regulations.

Documentation of preliminary compliance shall be submitted with each ACP and confirmed prior to issuance of each applicable building permit, subject to review and approval of the Sustainability and Planning Divisions. Ongoing compliance shall be demonstrated by Applicant through zero waste assessments and established benchmarks for waste reduction as part of the City’s implementing guidelines, subject to review and approval of the Sustainability Division.

13.8.1. All garbage bins and carts shall be located within a trash enclosure that meets the requirements of the solid waste disposal provider, and the City Public Works Department and Planning Division for the lifetime of the Project. If additional trash enclosures are required to address the on-site trash bin and cart storage requirements of the Property Owner, a complete building permit submittal shall be submitted inclusive of detailed plans, already approved by the solid waste disposal provider, for review and approval of the Planning Division and the Public Works Department prior to each building permit issuance.

13.8.2. Concurrent with the submittal of each complete building permit application that requires waste and recycling collection services, the applicant shall provide documentation of approval of the refuse and recycling locations by the City’s waste and recycling provider (e.g.

Recology), subject to review and approval of the Sustainability and Planning Divisions.

Ordinance No. XXXX

44 13.9. Event Parking Management Plan: The Project shall comply with the Event Parking Management Plan, dated October 15, 2022 and on file with the City.

13.10. Construction Hours: 13.10. Construction Hours: Construction activities may take place outside of the typical construction hours of 8:00 a.m. to 6:00 p.m. Monday through Friday, provided the construction activities comply with the noise limitations set forth in Chapter 8.06 (Noise) of the municipal code and mitigation measures Modified ConnectMenlo NOISE-1c, NOI-1.1 and NOI-1.2, unless determined by the Building and Planning Divisions that an exception for specific activities is necessary (e.g. offsite evening/night work or other on-site activities that cannot occur during the typical construction hours). Prior to the issuance of a building permit for each individual phase, the Property Owner shall submit a construction work plan and acoustical analysis to the City documenting the expected work hours and compliance with the Noise Ordinance (Chapter 8.06), the project MMRP, and any noise ordinance exceptions subject to review and approval of the Building and Planning Divisions. Noise is allowed to exceed the City’s 85 decibel at 50 foot for any one piece of equipment requirement for construction equipment such as pile drivers, subject to compliance with Modified ConnectMenlo NOISE-1c, NOI-1.1 and NOI-1.2 in the EIR.

13.11. Diesel Generators: Except as provided for in Section 3 of this CDP, any additional diesel generators require review and approval of an administrative permit per the requirements of the Zoning Ordinance.

13.12. Food deliveries to retailers (including grocery) and restaurant and loading hours:

Deliveries of food to retailers (including the grocery) and restaurants are permitted at all hours and are exempt from noise standards in accordance with Municipal Code Section

8.06.040(d).

13.13. EPA Energy Star Portfolio Manager: Simultaneous with the submittal of each complete building permit application, the applicant shall enroll in EPA Energy Star Building Portfolio Manager. Prior to building permit final approval, the applicant shall submit documentation showing compliance to the satisfaction of the Planning and Building Divisions.

13.14. Energy Requirements: Prior to issuance of the first building permit for building or site feature (e.g. publicly accessible park), the applicant shall submit plans and supporting documentation to the Building and Planning Divisions documenting that the project meets one hundred percent of its energy demand (electricity and natural gas), as required by Chapter 16.45.130(2) of the Zoning Ordinance, through the combination of the following measures and to the satisfaction of the Building and Planning Divisions:

13.14.1. On-site energy generation;

13.14.2. Purchase of 100% renewable electricity through Peninsula Clean Energy or Pacific Gas and Electric Company in an amount equal to the annual energy demand of the project;

13.14.3. Purchase and installation of local renewable energy generation within the City of Menlo Park in an amount equal to the annual energy demand of the project;
Ordinance No. XXXX

45 13.14.4. Purchase of certified renewable energy credits and/or certified renewable energy offsets annually in an amount equal to the annual energy demand of the project.

13.15. The Project Site shall meet one hundred percent (100%) of its energy demand (electricity and natural gas) in accordance with Zoning Ordinance sections

16.45.130(2)(A) (RMU District) and 16.43.140(2)(A) (O District) for the life of the Project.

13.15.1. Concurrent with the submittal of each building permit, the applicant shall document energy demand through the compliance tracker dated 6/23/22 and on file with the City, which verifies the amount of carbon-free energy generated on site compared to the projected amount of non-carbon-free energy used by the Project, to achieve the Zoning Ordinance requirements of 100% renewable energy across the project site.

13.15.2. The Applicant/Project Owner shall document compliance with Zoning Ordinance sections 16.45.130(2)(A) (RMU District) and

16.43.140(2)(A) (O District) on a schedule determined by the Applicant/Project Owner and the City, based on the construction schedule for the Project.

14. OFF SITE IMPROVEMENTS

14.1. Transportation Impact Fee (“TIF”): The current estimated total transportation impact fee based on the maximum development potential is $39,728,599.82 (subject to adjustments for the actual proposed development) ("TIF Obligation”). The Applicant shall complete off-site circulation improvements identified as the responsibility of the Project through the TIA and included in the TIF (“TIF In Lieu Improvements”) in lieu of paying the TIF. The City and Applicant shall establish the estimated cost of the TIF In Lieu Improvements prior to issuance of the first building permit. The TIF In Lieu Improvements shall reduce the TIF Obligation dollar for dollar. In the event the estimated cost of the TIF In Lieu Improvements is less than the TIF Obligation, the difference will be prorated across all buildings on the Project Site and paid at the time of building permit issuance for each building. Credit for existing buildings will be allocated by location of the new building. The TIF rates are subject to adjustment on July 1st of each year based on the ENR Construction Cost Index % for San Francisco. In the event that another development project is also obligated to construct the improvement and undertakes construction of the improvement, the Applicant would not be credited for said improvement.

14.2. Applicant shall perform, construct and complete, at the Applicant’s own expense, the transportation improvements in Sections 14.5 and 14.6, prior to issuance of the first certificate of occupancy for the Project.

14.3. To determine the estimated TIF In Lieu Improvements cost, the Applicant shall submit detailed estimates of costs, including design, engineering, and permitting costs, to the Director of Public Works or designee of said transportation improvements.

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46 Pursuant to MPMC 13.26.80 the Applicant shall be entitled to credit and/or reimbursement for said transportation improvements.

14.4. Should the final expenses for the TIF In Lieu Improvements exceed the Project estimated TIF payment (determined in 14.1) the TIF Obligation would be adjusted accordingly. If the final expenses (e.g. actual cost) for the TIF In lieu Improvements included in the City’s TIF program exceed the Project’s TIF Obligation, the City and the Applicant shall enter into a reimbursement agreement, which will provide for the Applicant to be reimbursed by the City from available TIF revenues. The reimbursement of the TIF would be made, within 180 days of submittal of the actual cost documentation from the applicant, subject to review and acceptance of the cost documentation by the Public Works Director.

14.5. TIF In Lieu Improvements:

14.5.1. Willow Road and Bay Road – The TIF proposes to modify the southbound approach at this intersection to two left-turn lanes and one right-turn lane and to modify the westbound approach to add a right-turn lane. With these improvements under project conditions, the critical movement delay at the local approach would be reduced to lower than no project conditions. To ensure safe bicycle and pedestrian movements, the project would be required to construct the right turn lane, separated bikeway or other City approved bikeway and pedestrian improvements, and associated signal modifications. This improvement would address the adverse effect on the intersection due to project traffic. This improvement requires Caltrans approval. The Applicant shall construct the improvement prior to certificate of occupancy of the first building on the main Project Site. If Caltrans approval has not been obtained or the intersection improvements have not been completed prior to certificate of occupancy of the first building on the main Project Site, but the Applicant demonstrates that it has worked diligently to pursue agency approvals and completion of construction to the satisfaction of the Director of Public Works or designee, the Applicant shall continue to pursue approval and construction for a period of five years from the date of issuance of the first vertical construction building permit. If the Applicant continues to work diligently to the satisfaction of the Director of Public Works or designee, but has not yet obtained approval or been able to construct the improvement, then the Applicant shall be relieved of responsibility to construct the improvement and the Applicant shall submit the TIF in Lieu costs subject to any increases based on the ENR Construction Cost Index % for San Francisco.

14.6. Non-TIF intersection improvements
Ordinance No. XXXX