Menlo Park City Council
November 15, 2022

080937\15889901v8 14
Exhibit “A”
Property Description
Resolution No. XXXX

080937\15889901v8 15
Exhibit “B-1”
Pro Forma Affordable Regulatory Agreement and
Declaration of Restrictive Covenants

Resolution No. XXXX

080937\15889901v8 16
Exhibit “B-2”
Pro Forma Affordable Regulatory Agreement and
Declaration of Restrictive Covenants (Age-Restricted)
Resolution No. XXXX

080937\15889901v8 17
Exhibit “C”
Pro Forma Partial Release

Resolution No. XXXX

080937\15889901v8 18
Exhibit “D”
Phase 1
Market Rate Units Affordable Units
Parcel 2 293 34
Parcel 3 376 43
Parcel 6 158 20
Parcel 7 1 (manager’s unit) 119
Phase 2
Market Rate Units Affordable Units
Parcel 4 378 62
Parcel 5 212 34

Resolution No. XXXX

080937\15889901v8 19
Exhibit “E”
Pro Forma Assignment and Assumption
Resolution No. XXXX

FREYER & LAURETA, INC. Page 1 of 2

EXHIBIT A

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 Resolution 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
Resolution No. XXXX

W
W
IRR
CO

W U E U U AS WW W CO W E TR G U U EE U TELE U FH W U G W W W W T T E IRR

G W U AS W W

T W W WWW W TELE

U E U W AS U TR
G

TV E FHW E U C W W C C CO G W W TR AS W U TELE TELE W W W WE IRR W W W W W T TELE U E CO

CO W FH W W C E T W U C E TELE E U TELE U E CO TV U E E TV C W FH ETELE

T T DI DI

DI DI FH W TR E DI

TELE W UWWWAS CO C U CO FHW W W W W DIFHW TELE W C E TP E E TELE U W E TELE E CO CO U FH W WW W AS DI E GM T AS W W U UCO U

DI UAS FH W AS UW W W U W W W W FH W U E CO WW FH CO W E U ASW W U W W FH CO DI DI W W W FH WW ASW W W ELEC W WWASCO T TVTV W TV EU CO G WW T WW W C W W U W W E ASW WW CO CO CO G U ELEC TR U AS W U
W
FH
W
W WW
U
TP E C
FH
WWWW
AS
WW
TELE
W
U
W

FH G G U
U
TELE
W
W

TELE E W W

W E WW WW

W E CO CO U G TR T ELEC TR TR E E E UG TR E TELE E E TR G U T CO TELEE U W W E W EEE TR TR TR U ELEC CO E C G CO U U W ELEC CO CO CO CO TR G UTR TR E ELEC ASW W W U WFH U TELEE E E WW W W W U TELE FH AS U U FH W DI AS W FH AS PP AS PP FHW FH W W G DIE W TR FH W W DI W W G U U GU TELE U CO E E E CO W FH E E E E E DI W W CO CO GG GCO CO E E FH AS W W W U W E E E CO W E E E DI CO CO DI DI DI W E E ELEC U PP E PP E DI DI DI DI DI DI ADAMS COURT HAMILTON COURT HAMILTON AVENUE HAMILTON AVENUE HAMILTON AVENUE WILLOW ROAD O'BRIEN DRIVE OF SHEETS JOB NO. SHEET PROJ. ENGR: CHECKED: DCF DESIGNED: SCALE: AS SHOWN DATE: 9/30/2022 DRAWN: RJL SURVEYORS www.freyerlaureta.com CIVIL ENGINEERS 150 Executive Blvd Suite 4200 San Francisco, CA 94134 (415)534-7070 CONSTRUCTION MANAGERS DESCRIPTION DATE EXHIBIT B PROJECT SITE PLAT 1 1 Resolution No. XXXX Page 25 of 88
Page G-2.376
080937\15890896v5
1 This document is recorded for the benefit of the City of Menlo Park and is entitled to be recorded free of charge in accordance with Sections 6103 and 27383 of the Government Code.

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Menlo Park
Attn: City Clerk
701 Laurel Street
Menlo Park, CA 94025

BELOW MARKET RATE HOUSING AGREEMENT

AND DECLARATION OF RESTRICTIVE COVENANTS
(Willow Village Masterplan 1350 Willow Road)

THIS BELOW MARKET RATE HOUSING AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS (“Agreement”) is entered into as of , 2022, by and between the City of Menlo Park, a California municipal corporation (“City”), and ___________________, a ______________ (“Owner”). City and Owner may be referred to individually as a “Party” or collectively as the “Parties” in this Agreement.

RECITALS
A. Owner is the owner of that certain real property located at _________________ (APN _______), in the City of Menlo Park, California (“Property”), as more particularly described in Exhibit A attached hereto and incorporated herein by this reference.

B. [Peninsula Innovation Partners, LLC] (“Project Wide Developer”) applied to demolish an existing office, research and development and industrial site (the “Main Willow Village Project Site”) and to comprehensively redevelop the project wide site with up to 1.6 million square feet of office space (inclusive of meeting and collaboration space and accessory uses), up to 200,000 square feet of retail uses, a 193 room hotel (approximately 172,000 square feet in size), and up to 1,730 residential dwelling units, as well as publicly accessible open space and landscaping as part of a master planned mixed-use project (the “Willow Village Project”), [which is subject to that certain Project Wide Affordable Housing Agreement (“Project Wide Affordable Housing Agreement”) between Project Wide Developer and City, dated as of [______________], 2022. The Property is part of Phase [___] as described in the Project Wide Affordable Housing Agreement.]
C. [The Project Wide Developer has transferred the Property to the Owner, and the City has released the Property from the Project Wide Affordable Housing Agreement pursuant to the terms of the Project Wide Affordable Housing Agreement, in conjunction with the recording of this Agreement.]
EXHIBIT B1 Resolution No. XXXX

080937\15890896v5
2 D. The Willow Village Project re-subdivided the Main Willow Village Project Site into ____ new legal parcels shown on the proposed Vesting Tentative Map in Exhibit ___ of the DA. Amongst those new parcels is parcel _____, which is approved for residential building [___] with a new multifamily residential project with [_____] rental units, as well as associated open space, circulation, parking and infrastructure improvements. (“Project”), of which [_______] (___) rental units (“BMR Units”) shall be affordable to below market rate households as follows:
[______] (__) low income units (“Low Income Units”) and [________] (__) moderate income units (“Moderate Income Units”). The allocation of BMR Units across the unit-sizes in the Project is more particularly described on Exhibit B, attached hereto and incorporated herein by this reference.

E. On _____________, 2022, after a duly noticed public hearing, and on the recommendation of the Housing Commission, the Plannin Commission, and the City Council certified the environmental impact report and granted General Plan Circulation Element and Zoning Map amendments, rezoning, conditional development permit, development agreement, vesting tenantive map, and below market rate (BMR) housing agreement for the Project (“Project Approvals”). The Project Approvals require the Project Wide Developer to provide BMR Units in accordance the Project Wide Affordable Housing Agreement. In accordance with the Menlo Park Municipal Code Chapter 16.96, the Below Market Rate Housing Program (“BMR Ordinance”), and the Below Market Rate Housing Program Guidelines (“Guidelines”), Owner is required to execute and record an approved BMR Housing Agreement as a condition precedent to the issuance of a building permit for the Project. This Agreement is intended to satisfy that requirement.

F. As required by the Project Wide Affordable Housing Agreement, and pursuant to this Agreement, Owner has agreed to observe all the terms and conditions set forth below for purposes of development and operation of the BMR Units. This Agreement will ensure the Project’s continuing affordability.

NOW, THEREFORE, the Parties hereto agree as follows. The recitals are incorporated into this Agreement by this reference.

1. CONSTRUCTION OF THE IMPROVEMENTS.

1.1 Construction of the Project. Owner agrees to construct the Project in accordance with the Menlo Park Municipal Code and all other applicable state and local building codes, development standards, ordinances and zoning ordinances.

1.2 City and Other Governmental Permits. Before commencement of the Project, Owner shall secure or cause its contractor to secure any and all permits which may be required by the City or any other governmental agency affected by such construction, including without limitation building permits. Owner shall pay all necessary fees and timely submit to the City final drawings with final corrections to obtain such permits; City staff will, without incurring liability or expense therefore, process applications in the ordinary course of business for the issuance of building permits and certificates of occupancy for construction that meets the requirements of the Menlo Park Municipal Code, and all other applicable laws and regulations.

Resolution No. XXXX

080937\15890896v5
3 1.3 Compliance with Laws. Owner shall carry out the design, construction and operation of the Project in conformity with all applicable laws, including all applicable state labor standards, City zoning and development standards, building, plumbing, mechanical and electrical codes, and all other provisions of the Menlo Park Municipal Code, and all applicable disabled and handicapped access requirements, including without limitation the Americans With Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq., Government Code Section 11135, et seq., and the Unruh Civil Rights Act, Civil Code Section 51, et seq.

2. OPERATION OF THE BMR UNITS

2.1 Affordability Period. This Agreement shall remain in effect and the Property shall be subject to the requirements of this Agreement from the date that the City issues a final certificate occupancy for the Project (the “Effective Date”) until the 55th anniversary of such Effective Date.

The duration of this requirement shall be known as the “Affordability Period.”

2.2 Maintenance. Owner shall comply with every condition of the Project Approvals applicable to the Project and shall, at all times, maintain the Project and the Property in good repair and working order, reasonable wear and tear excepted, and in a safe and sanitary condition, and from time to time shall make all necessary and proper repairs, renewals, and replacements to keep the Project and the Property in a good, clean, safe, and sanitary condition.

2.3 Monitoring and Recordkeeping. Throughout the Affordability Period, Owner shall comply with all applicable recordkeeping and monitoring requirements set forth in the Guidelines. City shall have the right to inspect the books and records of Owner and its rental agent or bookkeeper upon reasonable notice during normal business hours. Representatives of the City shall be entitled to enter the Property, upon at least 48-hour prior written notice, which can be provided via email, to monitor compliance with this Agreement, to inspect the records of the Project with respect to the BMR Units, and to conduct, or cause to be conducted, an independent audit or inspection of such records. Owner agrees to cooperate with the City in making the Property available for such inspection or audit. Owner agrees to maintain records in businesslike manner, and to maintain such records for Affordability Period.

2.4 Non-Discrimination Covenants. Owner covenants by and for itself, its successors and assigns, and all persons claiming under or through them that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, religion, sex, marital status, familial status, disability, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property, nor establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the Property.

Owner shall include such provision in all deeds, leases, contracts and other instruments executed by Owner, and shall enforce the same diligently and in good faith. a. In deeds, the following language shall appear:
(1) Grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through it, that there shall be no Resolution No. XXXX

080937\15890896v5
4 discrimination against or segregation of a person or of a group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property herein conveyed nor shall the grantee or any person claiming under or through the grantee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the property herein conveyed. The foregoing covenant shall run with the land.
(2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (1) shall be construed to affect Sections

51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1).
b. In leases, the following language shall appear:
(1) The lessee herein covenants by and for the lessee and lessee’s heirs, personal representatives and assigns, and all persons claiming under the lessee or through the lessee, that this lease is made subject to the condition that there shall be no discrimination against or segregation of any person or of a group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry or disability in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the property herein leased nor shall the lessee or any person claiming under or through the lessee establish or permit any such practice or practices of discrimination of segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the property herein leased.
(2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (1) shall be construed to affect Sections

51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1).

Resolution No. XXXX

080937\15890896v5
5 c. In contracts pertaining to management of the Project, the following language, or substantially similar language prohibiting discrimination and segregation shall appear:
(1) There shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property nor shall the transferee or any person claiming under or through the transferee establish or permit any such practice or practices of discrimination or segregation with reference to selection, location, number, use or occupancy of tenants, lessee, subtenants, sublessees or vendees of the land.
(2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (1) shall be construed to affect Sections

51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1).

2.5 Subordination. This Agreement shall be recorded in the Official Records of the County of San Mateo and shall run with the land. The City agrees that the City will not withhold consent to reasonable requests for subordination of this Agreement for the benefit of lenders providing financing for the Project, provided that the instruments effecting such subordination include reasonable protections to the City in the event of default, including without limitation, extended notice and cure rights.

3. OPERATION OF THE BMR UNITS

3.1 BMR Units. Owner agrees to make available, restrict occupancy to, and lease not less than [________] (__) BMR Units, inclusive of [________] (__) Low Income Units and [____________] (__) Moderate Income Units, to Qualifying Households, as hereinafter defined, at an affordable rent, pursuant to the terms set forth below. The BMR Units shall be of a quality comparable to all of the other rental units in the Project. The BMR Units shall be initially distributed as set forth in Exhibit C, attached hereto and incorporated herein by this reference.

Thereafter, the location of the individual BMR Units may float to account for the next available unit requirement set forth below and as otherwise necessary for the professional maintenance and operation of the Project provided that the distribution of BMR Units are equitably disbursed throughout the Project and the City’s City Manager or Deputy Director of Community Development (“Deputy Director”) shall be notified of any change or relocation of BMR Units by Owner.

Resolution No. XXXX

080937\15890896v5
6 3.2 Qualifying Households. For purposes of this Agreement, “Qualifying Households” shall mean those households with incomes as follows:
a. “Low Income Unit”: means units restricted to households with incomes of not more than eighty percent (80%) of AMI. “AMI” means the median income for San Mateo County, California, adjusted for Actual Household Size, as published from time to time by the State of California Department of Housing and Community Development in Section 6932 of Title 25 of the California Code of Regulations or successor provision. Qualifying Households shall continue to qualify unless at the time of recertification, the household’s income exceeds the Low Income eligibility requirements, then the tenant shall no longer be qualified. Upon Owner’s determination that any such household is no longer qualified, the unit shall no longer be deemed a Low Income Unit, and the Owner shall either (1) make the next available unit, which is comparable in terms of size, features and number of bedrooms, a Low Income Unit, or take other actions as may be necessary to ensure that the total required number of Low Income Units are rented to Qualifying Households, or (2) if the tenant’s income does not exceed one hundred twenty (120%) of the maximum income that would qualify the Tenant as a Moderate Income Household, the tenant shall be allowed to remain in the unit at a Moderate Income rent. If the tenant originally qualified as a Low Income Household, then the tenant’s rent will be increased to a Moderate Income rent upon the later of sixty (60) days’ notice or the renewal of the tenant’s lease, and the Owner shall rent the next available unit to a Low Income Household. Owner shall notify the City annually if Owner substitutes a different unit for one of the designated Low Income Units pursuant to this paragraph.
b. “Moderate Income Unit”: means units restricted to households with incomes of not more than one hundred and twenty percent (120%) of AMI. “AMI” means the median income for San Mateo County, California, adjusted for Actual Household Size, as published from time to time by the State of California Department of Housing and Community Development in Section 6932 of Title 25 of the California Code of Regulations or successor provision. Qualifying Households shall continue to qualify unless at the time of recertification, the household’s income exceeds the Moderate Income eligibility requirements, then the tenant shall no longer be qualified.

Upon Owner’s determination that any such household is no longer qualified, the unit shall no longer be deemed a Moderate Income Unit and the Owner shall either (1) make the next available Moderate Income Unit, which is comparable in terms of size, features and number of bedrooms, a Moderate Income Unit, or take other actions as may be necessary to ensure that the total required number of Moderate Income Units are rented to Qualifying Households, or (2) If the tenant’s income does not exceed one hundred twenty (120%) of the maximum income that would qualify the Tenant as a Moderate Income Household, the tenant shall be allowed to Resolution No. XXXX

080937\15890896v5
7 remain in the unit at a Moderate Income rent. If the tenant originally qualified as a Moderate Income Household, then the Tenant shall be notified they are no longer eligible for the BMR unit and tenant’s rent will be increased to a market rate rent upon the later of sixty (60) days’ notice or the renewal of the tenant’s lease, and the Owner shall rent the next available unit to a Moderate Income Household. Owner shall notify the City annually if Owner substitutes a different unit for one of the designated Moderate Income Units pursuant to this paragraph.

3.3 Income Verification and Annual Report. On or before July 1 of each year, commencing with the calendar year that the first residential unit in the Project is rented to a tenant, and annually thereafter, Owner shall obtain from each household occupying a BMR Unit and submit to the City an income computation and certification form, completed by a tenant of such unit, which shall certify that the income of each Qualifying Household is truthfully set forth in the income certification form, in the form proposed by the Owner and approved by the Deputy Director (“Annual Report”). Owner shall make a good faith effort to verify that each household leasing a BMR Unit meets the income and eligibility restrictions for the BMR Unit by taking the following steps as a part of the verification process: (a) obtain a minimum of the three (3) most current pay stubs for all adults age eighteen (18) or older; (b) obtain an income tax return for the most recent tax year; (c) conduct a credit agency or similar search; (d) obtain the three (3) most current savings and checking account bank statements; (e) obtain an income verification form from the applicant's current employer; (f) obtain an income verification form from the Social Security Administration and/or the California Department of Social Services if the applicant receives assistance from either of such agencies; or (g) if the applicant is unemployed and has no such tax return, obtain another form of independent verification. Copies of tenant income certifications shall be available to the City upon request. The Annual Report shall, at a minimum, include the following information for each BMR Unit: unit number, number of bedrooms, current rent and other charges, dates of any vacancies during the reporting period, number of people residing in the unit, total household Gross Income, and lease commencement and termination dates. The Report shall also provide a statement of the owner’s management policies, communications with the tenants and maintenance of the BMR Unit, including a statement of planned repairs to be made and the dates for the repairs.

3.4 Affordable Rent. The maximum Monthly Rent, defined below, chargeable for the BMR Units and paid shall be as follows:
a. “Low Income Household”: shall be 1/12th of 30 percent of 80 percent of the AMI. The Monthly Rent for a Low Income Unit rented to a Low Income Household and paid by the household shall be based on an assumed average occupancy per unit of one person per studio unit, 1.5 persons for a onebedroom unit, 3 persons for a two-bedroom unit and 4.5 persons for a threebedroom unit, unless otherwise approved by the Deputy Director for an unusually large unit with a maximum of two persons per bedroom, plus one. b. “Moderate Income Household”: shall be 1/12th of 30 percent of 120 percent of the AMI. The Monthly Rent for a Moderate Income Unit rented to a Moderate Income Household and paid by the household shall be based Resolution No. XXXX

080937\15890896v5
8 on an assumed average occupancy per unit of one person per studio unit,

1.5 persons for a one- bedroom unit, 3 persons for a two-bedroom unit and

4.5 persons for a three- bedroom unit, unless otherwise approved by the Deputy Director for an unusually large unit with a maximum of two persons per bedroom, plus one.

For purposes of this Agreement, “Monthly Rent” means the total of monthly payments actually made by the household for (a) use and occupancy of each BMR Unit and land and facilities associated therewith, (b) any separately charged fees or service charges assessed by Owner which are required of all tenants, other than security deposits, (c) a reasonable allowance for an adequate level of service of utilities not included in (a) or (b) above, and which are not paid directly by Owner, including garbage collection, sewer, water, electricity, gas and other heating, cooking and refrigeration fuels, but not including telephone or internet service, which reasonable allowance for utilities is set forth in the County of San Mateo’s Utility Allowance Schedule for detached homes, apartments, condominiums and duplexes, and (d) possessory interest, taxes or other fees or charges assessed for use of the land and facilities associated therewith by a public or private entity other than Owner. Pursuant to the Guidelines, in no case shall the Monthly Rent for a BMR Unit exceed 75 percent of comparable market rate rents.

3.5 Agreement to Limitation on Rents. As described in Recital C above, Owner is developing at the bonus level of development, which is a form of assistance authorized by Chapter

4.3 (commencing with Section 65915) of Division 1 of Title 7 of the Government Code. Sections 1954.52(b) and 1954.53(a)(2) of the Costa-Hawkins Act provide that, where a developer has received such assistance, certain provisions of the Costa-Hawkins Act do not apply if a developer has so agreed by contract. Owner hereby agrees to limit Monthly Rent as provided in this Agreement in consideration of Owner’s receipt of the assistance and further agrees that any limitations on Monthly Rents imposed on the BMR Units are in conformance with the CostaHawkins Act. Owner further warrants and covenants that the terms of this Agreement are fully enforceable.

3.6 Lease Requirements. No later than 180 days prior to the initial lease up of the BMR Units, Owner shall submit a standard lease form to the City for approval by the Deputy Director or his/her designee. The City shall reasonably approve such lease form upon finding that such lease form is consistent with this Agreement and contains all of the provisions required pursuant to the Guidelines. The City's failure to respond to Owner's request for approval of the standard lease form within thirty (30) business days of City's receipt of such lease, shall be deemed City's approval of such lease form. Owner shall enter into a written lease, in the form approved by the City, with each new tenant of a BMR Unit prior to a tenant or tenant household’s occupancy of a BMR Unit. Each lease shall be for an initial term of not less than one year which may be renewed pursuant to applicable local and State laws, and shall not contain any of the provisions which are prohibited pursuant to the Guidelines, local, state and Federal laws.

3.7 Selection of Tenants. Each BMR Unit shall be leased to tenant(s) selected by Owner who meet all of the requirements provided herein, and, to the extent permitted by law, with priority given to those eligible households who either live or work in the City of Menlo Park, or meet at least one of the other preferences identified in the Guidelines. The City’s BMR Resolution No. XXXX

080937\15890896v5
9 Administrator, on behalf of the City will provide to Owner the names of persons who have expressed interest in renting BMR Units for the purposes of adding such interested persons to Owner’s waiting list, to be processed in accordance with Owner’s customary policies. Owner shall not refuse to lease to a holder of a certificate or a rental voucher under the Section 8 program or other tenant-based assistance program, who is otherwise qualified to be a tenant in accordance with the approved tenant selection criteria.

4. DEFAULT AND REMEDIES

4.1 Events of Default. The following shall constitute an “Event of Default” by Owner under this Agreement: there shall be a material breach of any condition, covenant, warranty, promise or representation contained in this Agreement and such breach shall continue for a period of thirty (30) days after written notice thereof to the Owner without the Owner curing such breach, or if such breach cannot reasonably be cured within such 30 day period, commencing the cure of such breach within such 30 day period and thereafter diligently proceeding to cure such breach; provided, however, that if a different period or notice requirement is specified for any particular breach under any other paragraph of Section 4 of this Agreement, the specific provision shall control.

4.2 Remedies. The occurrence of any Event of Default under Section 4.1 shall give the City the right to proceed with an action in equity to require the Owner to specifically perform its obligations and covenants under this Agreement or to enjoin acts or things which may be unlawful or in violation of the provisions of this Agreement, and the right to terminate this Agreement.

4.3 Obligations Personal to Owner. The liability of Owner under this Agreement to any person or entity is limited to Owner’s interest in the Project, and the City and any other such persons and entities shall look exclusively thereto for the satisfaction of obligations arising out of this Agreement or any other agreement securing the obligations of Owner under this Agreement.

From and after the date of this Agreement, no deficiency or other personal judgment, nor any order or decree of specific performance (other than pertaining to this Agreement, any agreement pertaining to any Project or any other agreement securing Owner’s obligations under this Agreement), shall be rendered against Owner, the assets of Owner (other than Owner’s interest in the Project), its partners, members, successors, transferees or assigns and each of their respective officers, directors, employees, partners, agents, heirs and personal representatives, as the case may be, in any action or proceeding arising out of this Agreement or any agreement securing the obligations of Owner under this Agreement, or any judgment, order or decree rendered pursuant to any such action or proceeding. No subsequent Owner of the Project shall be liable or obligated for the breach or default of any obligations of Owner under this Agreement on the part of any prior Owner. Such obligations are personal to the person who was the Owner at the time the default or breach was alleged to have occurred and such person shall remain liable for any and all damages occasioned thereby even after such person ceases to be the Owner. Each Owner shall comply with and be fully liable for all obligations the Owner hereunder during its period of ownership of the Project.

4.4 Force Majeure. Subject to the party’s compliance with the notice requirements as set forth below, performance by either party hereunder shall not be deemed to be in default, and Resolution No. XXXX

080937\15890896v5
10 all performance and other dates specified in this Agreement shall be extended, where delays or defaults are due to causes beyond the control and without the fault of the party claiming an extension of time to perform, which may include, without limitation, the following: war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, assaults, acts of God, acts of the public enemy, epidemics, quarantine restrictions, freight embargoes, lack of transportation, governmental restrictions or priority, litigation, unusually severe weather, inability to secure necessary labor, materials or tools, acts or omissions of the other party, or acts or failures to act of any public or governmental entity (except that the City’s acts or failure to act shall not excuse performance of the City hereunder). An extension of the time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within 30 days of the commencement of the cause.

4.5 Attorneys’ Fees. In addition to any other remedies provided hereunder or available pursuant to law, if either party brings an action or proceeding to enforce, protect or establish any right or remedy hereunder, the prevailing party shall be entitled to recover from the other party its costs of suit and reasonable attorneys' fees. This Section shall be interpreted in accordance with California Civil Code Section 1717 and judicial decisions interpreting that statute.

4.6 Remedies Cumulative. No right, power, or remedy given by the terms of this Agreement is intended to be exclusive of any other right, power, or remedy; and each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy given by the terms of any such instrument, or by any statute or otherwise.

4.7 Waiver of Terms and Conditions. The City may, in its sole discretion, waive in writing any of the terms and conditions of this Agreement. Waivers of any covenant, term, or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, term, or condition.

4.8 Non-Liability of City Officials and Employees. No member, official, employee or agent of the City shall be personally liable to Owner or any occupant of any BMR Unit, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Owner or its successors, or on any obligations under the terms of this Agreement.

4.9 Cure Rights. Notwithstanding anything to the contrary contained herein, City hereby agrees that any cure of any default made or tendered by (i) Owner’s limited partner, or (ii) Owner’s senior mortgage lender, shall be deemed to be a cure by Owner and shall be accepted or rejected on the same basis as if made or tendered by Owner.

5. GENERAL PROVISIONS

5.1 Below Market Rate Guidelines (“Guidelines”). This Agreement incorporates by reference the Guidelines as of the date of this Agreement and any successor sections as the Guidelines may be amended from time to time. In the event of any conflict or ambiguity between this Agreement, the requirements of state and federal fair housing laws and the Guidelines, the Resolution No. XXXX

080937\15890896v5
11 terms and conditions of this Agreement and the requirements of state and federal fair housing laws shall control.

5.2 Time. Time is of the essence in this Agreement.

5.3 Notices. Unless otherwise indicated in this Agreement, any notice requirement set forth herein shall be deemed to be satisfied three days after mailing of the notice first-class United States certified mail, postage prepaid, or at the time of personal delivery, addressed to the appropriate party as follows:

Owner: [_______________]
[_______________]
[_______________]
Attention: [_______________]
Email: [_______________]
City : City of Menlo Park
701 Laurel Street
Menlo Park, California 94025-3483
Attention: City Manager
Such addresses may be changed by notice to the other party given in the same manner as provided above.

5.4 Successors and Assigns. This Agreement constitutes a covenant and legal restriction on the Property and shall run with the land, provided the Project remains on the Property, and all of the terms, covenants and conditions of this Agreement shall be binding upon Owner and the permitted successors and assigns of Owner.

5.5 Intended Beneficiaries. The City is the intended beneficiary of this Agreement and shall have the sole and exclusive power to enforce this Agreement. It is intended that the City may enforce this Agreement in order to, satisfy its obligations to improve, increase and preserve affordable housing within the City, as required by the Guidelines, and to provide that a certain percentage of new housing is made available at affordable housing cost to persons and families of very low, low and moderate incomes as required by the Guidelines. No other person or persons, other than the City and Owner and their assigns and successors, shall have any right of action hereon.

5.6 Partial Invalidity. If any provision of this Agreement shall be declared invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions hereof shall not in any way be affected or impaired.

5.7 Governing Law. This Agreement and other instruments given pursuant hereto shall be construed in accordance with and be governed by the laws of the State of California. Any references herein to particular statutes or regulations shall be deemed to refer to successor statutes or regulations, or amendments thereto. The venue for any action shall be the County of San Mateo.

Resolution No. XXXX

080937\15890896v5
12 5.8 Amendment. This Agreement may not be changed orally, but only by agreement in writing signed by Owner and the City.

5.9 Approvals. Where an approval or submission is required under this Agreement, such approval or submission shall be valid for purposes of this Agreement only if made in writing.

Where this Agreement requires an approval or consent of the City, such approval shall not be unreasonably withheld may be given on behalf of the City by the City Manager or his or her designee. The City Manager or his or her designee is hereby authorized to take such actions as may be necessary or appropriate to implement this Agreement, including without limitation the execution of such documents or agreements as may be contemplated by this Agreement, and amendments which do not substantially change the uses or restrictions hereunder, or substantially add to the costs of the City hereunder.

5.10 Indemnification. To the greatest extent permitted by law, Owner shall indemnify, defend (with counsel reasonably approved by City) and hold the City, its heirs, successors and assigns (the “Indemnitees”) harmless from and against any and all demands. losses, claims, costs and expenses, and any other liability whatsoever, including without limitation, reasonable accountants’ and attorneys’ fees, charges and expense (collectively, “Claims”) arising directly or indirectly, in whole or in part, as a result of or in connection with Owner’s construction, management, or operation of the Property and the Project or any failure to perform any obligation as and when required by this Agreement. Owner’s indemnification obligations under this Section

6.10 shall not extend to Claims to the extent resulting from the gross negligence or willful misconduct of Indemnitees. The provisions of this Section 6.10 shall survive the expiration or earlier termination of this Agreement, but only as to claims arising from events occurring during the Affordability Period.

5.11 Insurance Coverage. Throughout the Affordability Period, Owner shall comply with the insurance requirements set forth in Exhibit D, attached hereto and incorporated herein by this reference, and shall, at Owner’s expense, maintain in full force and effect insurance coverage as specified in Exhibit D.

5.12 Transfer and Encumbrance.

5.12.1 Restrictions on Transfer and Encumbrance. During the term of this Agreement, except as permitted pursuant to this Agreement, Owner shall not directly or indirectly, voluntarily, involuntarily or by operation of law make or attempt any total or partial sale, transfer, conveyance, assignment or lease (other than a lease of a BMR Unit on an approved form under Section 3.6 hereof to a qualified tenant as described in Section 3.7 hereof) (collectively, “Transfer”) of the whole or any part of any BMR Unit, without the prior written consent of the City, which approval shall not be unreasonably withheld. In addition, prior to the expiration of the term of this Agreement, except as expressly permitted by this Agreement, Owner shall not undergo any significant change of ownership without the prior written approval of City. For purposes of this Agreement, a “significant change of ownership” shall mean a transfer of the beneficial interest of more than twenty-five percent (25%) in aggregate of the present ownership and /or control of Owner, taking all transfers into account on a cumulative basis; provided however, neither the admission of an investor limited partner, nor the transfer by Resolution No. XXXX

080937\15890896v5
13 the investor limited partner to subsequent limited partners shall be restricted by this provision.

5.12.2 Permitted Transfers. The prohibitions on Transfer set forth herein shall not be deemed to prevent: (i) the granting of easements or permits to facilitate development of the Property; or (ii) assignments creating security interests for the purpose of financing the acquisition, construction, or permanent financing of the Project or the Property, or Transfers directly resulting from the foreclosure of, or granting of a deed in lieu of foreclosure of, such a security interest.

5.12.3 Requirements for Proposed Transfers. The City may, in the exercise of its reasonable discretion, consent to a proposed Transfer of this Agreement and/or a BMR Unit if all of the following requirements are met (provided however, the requirements of this Section

5.12.3 shall not apply to Transfers described in clauses (i) or (ii) of Section 5.12.2. (i) The proposed transferee demonstrates to the City’s satisfaction that it has the qualifications, experience and financial resources necessary and adequate as may be reasonably determined by the City to competently complete and manage the Project and to otherwise fulfill the obligations undertaken by the Owner under this Agreement. (ii) The Owner and the proposed transferee shall submit for City review and approval all instruments and other legal documents proposed to effect any Transfer of all or any part of or interest in the BMR Unit or this Agreement together with such documentation of the proposed transferee’s qualifications and development capacity as the City may reasonably request.
(iii) The proposed transferee shall expressly assume all of the rights and obligations of the Owner under this Agreement arising after the effective date of the Transfer and all obligations of Owner arising prior to the effective date of the Transfer (unless Owner expressly remains responsible for such obligations) and shall agree to be subject to and assume all of Owner’s obligations pursuant to conditions, and restrictions set forth in this Agreement. (iv) The Transfer shall be effectuated pursuant to a written instrument satisfactory to the City in form recordable in the Official Records.

Consent to any proposed Transfer may be given by the City’s Authorized Representative unless the City’s Authorized Representative, in his or her discretion, refers the matter of approval to the City Council. If the City has not rejected a proposed Transfer or requested additional information regarding a proposed Transfer in writing within forty-five (45) days following City’s receipt of written request by Owner, the proposed Transfer shall be deemed approved.

5.13 Effect of Transfer without City Consent. In the absence of specific written agreement by the City, no Transfer of any BMR Unit shall be deemed to relieve the Owner or any other party from any obligation under this Agreement. This Section 5.12 shall not apply to Transfers described in clauses (i) and (ii) of Section 5.12.2.

5.14 Recovery of City Costs. Owner shall reimburse City for all reasonable City costs, including but not limited to reasonable attorneys’ fees, incurred in reviewing instruments Resolution No. XXXX

080937\15890896v5
14 and other legal documents proposed to effect a Transfer under this Agreement and in reviewing the qualifications and financial resources of a proposed successor, assignee, or transferee within ten (10) days following City’s delivery to Owner of an invoice detailing such costs.

5.15 [Satisfaction of Project Wide Affordable Housing Agreement Requirements.

The City hereby acknowledges and agrees that Owner’s execution and delivery of this Agreement and the performance of Owner’s obligations herein, satisfies Project Wide Developer’s obligation to execute and record a Below Market Rate Housing Agreement and Declaration of Restrictive Covenants against the Property as set forth in Section 5 of the Project Wide Affordable Housing Agreement.]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year set forth above.

SIGNATURES ON FOLLOWING PAGE(S).

Resolution No. XXXX

080937\15890896v5
15 OWNER:
[_______________________], a [___________]
By:

Its:

CITY:

CITY OF MENLO PARK, a California municipal
corporation
By:

City Manager
ATTEST:

By:

City Clerk
List of Exhibits:

Exhibit A: Property Description
Exhibit B: Allocation of the BMR Units
Exhibit C: BMR Unit Locations
Exhibit D: Insurance Requirements
Resolution No. XXXX

080937\15890896v5
Exhibit A
Property Description
Resolution No. XXXX

080937\15890896v5
Exhibit B
Allocation of BMR Units in the Project
BMR Units Low Moderate
Studio apartment
1 bedroom apartment
2 bedroom apartment
3 bedroom apartment
Total - BMR Units
Resolution No. XXXX

080937\15890896v5
Exhibit C
BMR Unit Locations
Resolution No. XXXX

080937\15890896v5
Exhibit D
Insurance Requirements
Prior to initiating work on the Project and continuing throughout the Affordability Period, Owner shall obtain and maintain the following policies of insurance and shall comply with all provisions set forth in this Exhibit.

1. General Requirements. Owner shall procure and maintain the following insurance providing coverage against claims for injuries to persons or damages to property that may arise from or in connection with the Project, construction, management, or operation of the Property by the Owner or the Owner’s agents, representatives, employees and contractors, or subcontractors, including the following:
(a) Commercial General Liability: The Owner and all contractors working on behalf of Owner on the Property shall maintain a commercial general liability policy in an occurrence policy for protection against all claims arising from injury to person or persons not in the employ of the Owner and against all claims resulting from damage to any property due to any act or omission of the Owner, its agents, or employees in the conduct or operation of the work or the execution of this Agreement. Such insurance shall include products and completed operations liability, blanket contractual liability, personal injury liability, and broad form property damage coverage. Coverage shall be at least as broad as Insurance Services Office Commercial General Liability coverage.
(b) Commercial Automobile Liability: The Owner and all contractors working on behalf of Owner on the Property shall maintain insurance for protection against all claims arising from the use of vehicles, owned, hired, non-owned, or any other vehicle in connection with the Project, construction, operation or management of the Property. Such insurance shall cover the use of automobiles and trucks on and off the site of the Property. Coverage shall be at least as broad as Insurance Services Office covering Commercial Automobile Liability, any auto, owned, non-owned and hired auto.
(c) Workers' Compensation Insurance: The Owner (and the general partners thereof) shall furnish or cause to be furnished to City evidence satisfactory to City that Owner (and the general partners thereof), and any contractor with whom Owner has contracted for the performance of work on the Property or otherwise pursuant to this Agreement, shall maintain Workers' Compensation Insurance as required by the State of California and Employer’s Liability Insurance. (d) Builder’s Risk: Upon commencement of any construction work on the Property, Owner and all contractors working on behalf of Owner shall maintain a policy of builder's all-risk insurance in an amount not less than the full insurable cost of the Project on a replacement cost basis naming City as loss payee as its interests may appear. (e) Professional Liability/Errors and Omissions: Owner shall require any architects, engineers, and general contractors working on the Property to maintain Professional Liability/Errors and Omissions insurance with limits not less than Two Million Dollars ($2,000,000) each claim. Certificates evidencing this coverage must reference both the Owner and the Indemnitees. If the professional liability/errors and omissions insurance is written on a Resolution No. XXXX

080937\15890896v5
#84613392_v2
claims made form: (i) the retroactive date must be shown and must be before the Effective Date, (ii) insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of Project construction, and (iii) if coverage is cancelled or non-renewed and not replaced with another claims made policy form with a retroactive date prior to the Effective Date, Owner must purchase, or require the provision of, extended period coverage for a minimum of three (3) years after completion of construction.
(f) Property: Owner shall maintain property insurance covering all risks of loss, including earthquake and flood (if required) for 100% of the replacement value of the Project with deductible, if any, in an amount acceptable to City, naming City as loss payee as its interests may appear.

2. Minimum Limits; Adjustments. Insurance shall be maintained with limits no less than the following:
(a) Commercial General Liability and Property Damage: $2,000,000 per occurrence and $5,000,000 annual aggregate for bodily injury, personal injury and property damage; provided however, with City’s advance written approval, subcontractors may maintain liability coverage with limits not less than $1,000,000 per occurrence, $2,000,000 annual aggregate. (b) Products and Completed Operations: $3,000,000 per occurrence/aggregate. (c) Commercial Automobile Liability: $2,000,000 combined single limit. (d) Employer’s Liability:

Bodily Injury by Accident - $1,000,000 each accident.

Bodily Injury by Disease - $1,000,000 policy limit.

Bodily Injury by Disease - $1,000,000 each employee.
(e) Professional Liability/Errors and Omissions: $2,000,000 per occurrence or claim.

If the policy provides coverage on a claims-made basis, the retroactive date must be shown and must be before the date of the Agreement or the beginning of the contract work.

Coverage limits, and if necessary, the terms and conditions of insurance, shall be reasonably adjusted from time to time (not less than every five (5) years after the Effective Date nor more than once in every three (3) year period) to address changes in circumstance, including, but not limited to, changes in inflation and the litigation climate in California. City shall give written notice to Owner of any such adjustments, and Owner shall provide City with amended or new insurance certificates or endorsements evidencing compliance with such adjustments within thirty (30) days following receipt of such notice.

3. Deductibles and Self-Insured Retention. Any deductibles or self-insured retention must be Resolution No. XXXX

080937\15890896v5
#84613392_v2
declared to, and approved by, the City. Payment of all deductibles and self-insured retentions will be the responsibility of Owner. If the City determines that such deductibles or retentions are unreasonably high, either the insurer shall reduce or eliminate such deductibles or self-insurance retentions as respects the Indemnitees or Owner shall procure a bond guaranteeing payment of losses and related investigations, claims administration and defense.

4. Additional Requirements. The required general liability and automobile policies shall contain, or be endorsed to contain, the following provisions:
(a) The Indemnitees are to be covered as Additional Insureds as respects: liability arising out of activities performed by or on behalf of the Owner; products and completed operations of the Owner; premises owned, occupied or used by the Owner; or automobiles owned, leased, hired or borrowed by the Owner. The coverage shall contain no special limitations on the scope of protection afforded to the Indemnitees. Additional insured endorsements for the general liability coverage shall use Insurance Services Office (ISO) Form No. CG 20 09 11 85 or CG 20 10 11 85, or equivalent, including (if used together) CG 2010 10 01 and CG 2037 10 01; but shall not use the following forms: CG 20 10 10 93 or 03 94.
(b) All insurance shall be primary insurance as respects the Indemnitees. Any insurance or self-insurance maintained by the Indemnitees shall be excess of the Owner’s/contractor’s insurance and shall not contribute with it. (c) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the Indemnitees. (d) The Owner’s insurance shall apply separately to each insured against whom claim is made or suit is brought except, with respect to the limits of the insurer’s liability. (e) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days’ prior written notice by certified mail, return receipt requested, has been given to the City.
(f) If any insurance policy or coverage required hereunder is canceled or reduced, Owner shall, within five (5) days after receipt of notice of such cancellation or reduction in coverage, but in no event later than the effective date of cancellation or reduction, file with City a certificate showing that the required insurance has been reinstated or provided through another insurance company or companies. Upon failure to so file such certificate, City may, without further notice and at its option, procure such insurance coverage at Owner’s expense, and Owner shall promptly reimburse City for such expense upon receipt of billing from City. (g) Owner agrees to waive subrogation rights for commercial general liability, automobile liability and worker’s compensation against Indemnitees regardless of the applicability of any insurance proceeds, and to require all contractors, subcontractors or others involved in any way with any construction on the Property to do likewise. Each insurance policy shall contain a Resolution No. XXXX

080937\15890896v5
#84613392_v2
waiver of subrogation for the benefit of City. If any required insurance is provided under a form of coverage that includes an annual aggregate limit or provides that claims investigation or legal defense costs are included in such annual aggregate limit, such annual aggregate limit shall be three times the applicable occurrence limits specified above. (h) It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirement and/or limits shall be available to the additional insured. Furthermore, the requirement for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. For all liability insurance required by this Agreement, Owner (and Owner’s contractors, as applicable) shall obtain endorsements that name the Indemnitees as additional insured in the full amount of all applicable policies, notwithstanding any lesser minimum limits specified in this Agreement. This Agreement requires Owner (and Owner’s contractors, as applicable) to obtain and provide for the benefit of the Indemnitees, additional insured coverage in the same amount of insurance carried by Owner (or Owner’s contractors, as applicable), but in no event less than the minimum amounts specified in this Agreement. In the event that Owner (or Owner’s contractors as applicable) obtains insurance policies that provide liability coverage in excess of the amounts specified in this Agreement, the actual limits provided by such policies shall be deemed to be the amounts required under this Agreement. Without limiting the foregoing, the limits of liability coverage specified in this Agreement are not intended, nor shall they operate, to limit City’s ability to recover amounts in excess of the minimum amounts specified in this Agreement. (i) The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.

5. Acceptability of Insurers. Companies writing the insurance required hereunder shall be licensed to do business in the State of California. Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A: VII.

6. Verification of Coverage. Prior to the Effective Date of this Agreement, Owner shall furnish City with certificates of insurance in form acceptable to City evidencing the insurance coverage required under paragraphs (a), (b), (c), and (e) of Section 1 above, duly executed endorsements evidencing the Indemnitees’ status as additional insured, and all other endorsements and coverage required hereunder pertaining to such coverage. Prior to commencement of any construction work on the Property, Owner shall furnish City with certificates of insurance in form acceptable to City evidencing the insurance coverage required under paragraphs (d) and (g) of Section 1 above. Prior to City’s issuance of a final certificate of occupancy or equivalent for the Project, Owner shall furnish City with certificates of insurance in form acceptable to City evidencing the insurance coverage required under paragraph (f) of Section 1 above. Owner shall Resolution No. XXXX

080937\15890896v5
#84613392_v2
furnish the City with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf.

7. Insurance Certificates and Endorsements. Owner shall submit to the City all of the necessary insurance documents, including the applicable amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of required Owner policies listing all required policy endorsements to the City. Insurance Certificates and Endorsements are to be received and approved by the City within the time periods specified in Section 6 above. Should Owner cease to have insurance as required at any time, all work by Owner pursuant to this Agreement shall cease until insurance acceptable to the City is provided. Upon City’s request, Owner shall, within thirty (30) days of the request, provide or arrange for the insurer to provide to City, complete certified copies of all insurance policies required under this Agreement. City’s failure to make such request shall not constitute a waiver of the right to require delivery of the policies in the future.

Resolution No. XXXX

080937\15946279v3
1 This document is recorded for the benefit of the City of Menlo Park and is entitled to be recorded free of charge in accordance with Sections 6103 and 27383 of the Government Code.

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Menlo Park
Attn: City Clerk
701 Laurel Street
Menlo Park, CA 94025

BELOW MARKET RATE HOUSING AGREEMENT

AND DECLARATION OF RESTRICTIVE COVENANTS
(Willow Village Masterplan 1350 Willow Road)

THIS BELOW MARKET RATE HOUSING AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS (“Agreement”) is entered into as of , 2022, by and between the City of Menlo Park, a California municipal corporation (“City”), and [______________________], a [_______________] (“Owner”). City and Owner may be referred to individually as a “Party” or collectively as the “Parties” in this Agreement.

RECITALS
A. Owner is the owner of that certain real property located at _________________ (APN _______), in the City of Menlo Park, California (“Property”), as more particularly described in Exhibit A attached hereto and incorporated herein by this reference.

B. [Peninsula Innovation Partners, LLC] (“Project Wide Developer”) applied to demolish an existing office, research and development and industrial site (the “Main Willow Village Project Site”) and to comprehensively redevelop the project wide site with up to 1.6 million square feet of office space (inclusive of meeting and collaboration space and accessory uses), up to 200,000 square feet of retail uses, a 193 room hotel (approximately 172,000 square feet in size), and up to 1,730 residential dwelling units, as well as publicly accessible open space and landscaping as a part of a master planned mixed-use project (the “Willow Village Project”), [which is subject to that certain Project Wide Affordable Housing Agreement (“Project Wide Affordable Housing Agreement”) between Project Wide Developer and City, dated as of [______________], 2022. The Property is part of Phase [___] as described in the Project Wide Affordable Housing Agreement.]
C. [The Project Wide Developer has transferred the Property to the Owner, and the City has released the Property from the Project Wide Affordable Housing Agreement pursuant to the terms of the Project Wide Affordable Housing Agreement, in conjunction with the recording of this Agreement.]
EXHIBIT B2 Resolution No. XXXX

080937\15946279v3
2 D. The Willow Village project re-subdivided the Main Willow Village Project Site into [___] new legal parcels shown on the proposed Vesting Tentative Map in Exhibit [___] of the Development Agreement. Amongst those new parcels is parcel [_____], which is approved for residential building RS7 with a new multifamily senior residential project with [one hundred twenty (120)] rental units, as well as associated open space, circulation, parking and infrastructure improvements. (“Project”), of which one hundred nineteen (119) rental units (“BMR Units”) shall be affordable to below market rate households as follows: eighty two (82) extremely low income units (“Extremely Low Income Units”) and thirty seven (37) very low income units (“Very Low Income Units”), and one (1) unit shall be a manager’s unit. The allocation of BMR Units across the unit-sizes in the Project is more particularly described on Exhibit B, attached hereto and incorporated herein by this reference.

E. On _____________, 2022, after a duly noticed public hearing, and on the recommendation of the Housing Commission, the Planning Commision, and the City Council certified the environmental impact report and granted General Plan Circulation Element and Zoning Map amendments, rezoning, conditional development permit, development agreement, vesting tenantive map, and below market rate (BMR) housing agreement for the Project (“Project Approvals”). The Project Approvals require the Project Wide Developer to provide BMR Units in accordance the Project Wide Affordable Housing Agreement. In accordance with the Menlo Park Municipal Code Chapter 16.96, the Below Market Rate Housing Program (“BMR Ordinance”), and the Below Market Rate Housing Program Guidelines (“Guidelines”), Owner is required to execute and record an approved BMR Housing Agreement as a condition precedent to approval of the issuance of a building permit for the Project. This Agreement is intended to satisfy that requirement.

F. [As required by the Project Wide Affordable Housing Agreement, and pursuant to this Agreement,] Owner has agreed to observe all the terms and conditions set forth below for purposes of development and operation of the BMR Units. This Agreement will ensure the Project’s continuing affordability.

NOW, THEREFORE, the Parties hereto agree as follows. The recitals are incorporated into this Agreement by this reference.

1. CONSTRUCTION OF THE IMPROVEMENTS.

1.1 Construction of the Project. Owner agrees to construct the Project in accordance with the Menlo Park Municipal Code and all other applicable state and local building codes, development standards, ordinances and zoning ordinances.

1.2 City and Other Governmental Permits. Before commencement of the Project, Owner shall secure or cause its contractor to secure any and all permits which may be required by the City or any other governmental agency affected by such construction, including without limitation building permits. Owner shall pay all necessary fees and timely submit to the City final drawings with final corrections to obtain such permits; City staff will, without incurring liability or expense therefore, process applications in the ordinary course of business for the issuance of Resolution No. XXXX

080937\15946279v3
3 building permits and certificates of occupancy for construction that meets the requirements of the Menlo Park Municipal Code, and all other applicable laws and regulations.

1.3 Compliance with Laws. Owner shall carry out the design, construction and operation of the Project in conformity with all applicable laws, including all applicable state labor standards, City zoning and development standards, building, plumbing, mechanical and electrical codes, and all other provisions of the Menlo Park Municipal Code, and all applicable disabled and handicapped access requirements, including without limitation the Americans With Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq., Government Code Section 11135, et seq., and the Unruh Civil Rights Act, Civil Code Section 51, et seq.

2. OPERATION OF THE BMR UNITS

2.1 Affordability Period. This Agreement shall remain in effect and the Property, shall be subject to the requirements of this Agreement from the date that the City issues a final certificate of occupancy for the Project (the “Effective Date”) until the 55th anniversary of such Effective Date. The duration of this requirement shall be known as the “Affordability Period.”

2.2 Maintenance. Owner shall comply with every condition of the Project Approvals applicable to the Project and shall, at all times, maintain the Project and the Property in good repair and working order, reasonable wear and tear excepted, and in a safe and sanitary condition, and from time to time shall make all necessary and proper repairs, renewals, and replacements to keep the Project and the Property in a good, clean, safe, and sanitary condition.

2.3 Monitoring and Recordkeeping. Throughout the Affordability Period, Owner shall comply with all applicable recordkeeping and monitoring requirements set forth in the Guidelines. City shall have the right to inspect the books and records of Owner and its rental agent or bookkeeper upon reasonable notice during normal business hours. Representatives of the City shall be entitled to enter the Property, upon at least 48-hour prior written notice, which can be provided via email, to monitor compliance with this Agreement, to inspect the records of the Project with respect to the BMR Units, and to conduct, or cause to be conducted, an independent audit or inspection of such records. Owner agrees to cooperate with the City in making the Property available for such inspection or audit. Owner agrees to maintain records in businesslike manner, and to maintain such records for Affordability Period.

2.4 Non-Discrimination Covenants. Owner covenants by and for itself, its successors and assigns, and all persons claiming under or through them that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, religion, sex, marital status, familial status, disability, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property, nor establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the Property.

Owner shall include such provision in all deeds, leases, contracts and other instruments executed by Owner, and shall enforce the same diligently and in good faith. a. In deeds, the following language shall appear:

Resolution No. XXXX

080937\15946279v3
4 (1) Grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through it, that there shall be no discrimination against or segregation of a person or of a group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property herein conveyed nor shall the grantee or any person claiming under or through the grantee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the property herein conveyed. The foregoing covenant shall run with the land.
(2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (1) shall be construed to affect Sections

51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1).
b. In leases, the following language shall appear:
(1) The lessee herein covenants by and for the lessee and lessee’s heirs, personal representatives and assigns, and all persons claiming under the lessee or through the lessee, that this lease is made subject to the condition that there shall be no discrimination against or segregation of any person or of a group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry or disability in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the property herein leased nor shall the lessee or any person claiming under or through the lessee establish or permit any such practice or practices of discrimination of segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the property herein leased.
(2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (1) shall be construed to affect Sections

51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 Resolution No. XXXX

080937\15946279v3
5 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1).
c. In contracts pertaining to management of the Project, the following language, or substantially similar language prohibiting discrimination and segregation shall appear:
(1) There shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property nor shall the transferee or any person claiming under or through the transferee establish or permit any such practice or practices of discrimination or segregation with reference to selection, location, number, use or occupancy of tenants, lessee, subtenants, sublessees or vendees of the land.
(2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (1) shall be construed to affect Sections

51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1).

2.5 Subordination. This Agreement shall be recorded in the Official Records of the County of San Mateo and shall run with the land. The City agrees that the City will not withhold consent to reasonable requests for subordination of this Agreement for the benefit of lenders providing financing for the Project, provided that the instruments effecting such subordination include reasonable protections to the City in the event of default, including without limitation, extended notice and cure rights.

3. OPERATION OF THE BMR UNITS

3.1 BMR Units. Owner agrees to make available, restrict occupancy to, and lease not less than one hundred nineteen (119) BMR Units, inclusive of eighty two (82) Extremely Low Income Units and thirty seven (37) Very Low Income Units, to Qualifying Households, as hereinafter defined, at an affordable rent, pursuant to the terms set forth below. The BMR Units shall be of a quality comparable to all of the other rental units in the Project. The Project Approvals included a modification to the proportionality requirement to permit exclusively studio and one bedroom BMR Units and a modification to the location requirement to accommodate 119 BMR units at the Project. The BMR Units shall be initially distributed as set forth in Exhibit C, attached hereto and incorporated herein by this reference. Thereafter, the location of the individual BMR Units may float to account for the next available unit requirement set forth below and as otherwise Resolution No. XXXX

080937\15946279v3
6 necessary for the professional maintenance and operation of the Project provided that the distribution of BMR Units are equitably disbursed throughout the Project and the City’s City Manager or Deputy Director of Community Development (“Deputy Director”) shall be notified of any change or relocation of BMR Units by Owner.

3.2 Qualifying Households. For purposes of this Agreement, “Qualifying Households” shall mean those households with incomes as follows:
a. “Extremely Low Income Unit”: means units restricted to households with incomes of not more than thirty percent (30%) of AMI. “AMI” means the median income for San Mateo County, California, adjusted for Actual Household Size, as published from time to time by the State of California Department of Housing and Community Development in Section 6932 of Title 25 of the California Code of Regulations or successor provision.

Qualifying Households shall continue to qualify unless at the time of recertification, the household’s income exceeds the Extremely Low Income eligibility requirements, then the tenant shall no longer be qualified. Upon Owner’s determination that any such household is no longer qualified, the unit shall no longer be deemed an Extremely Low Income Unit, and the Owner shall either (1) make the next available unit, which is comparable in terms of size, features and number of bedrooms, an Extremely Low Income Unit, or take other actions as may be necessary to ensure that the total required number of Extremely Low Income Units are rented to Qualifying Households, or (2) if the tenant’s income does not exceed eighty (80%) of the maximum income that would qualify the Tenant as a Very Low Income Household, the tenant shall be allowed to remain in the unit at a Very Low Income rent. If the tenant originally qualified as an Extremely Low Income Household, then the tenant’s rent will be increased to a Very Low Income rent upon the later of sixty (60) days’ notice or the renewal of the tenant’s lease, and the Owner shall rent the next available unit to an Extremely Low Income Household. Owner shall notify the City annually if Owner substitutes a different unit for one of the designated Extremely Low Income Units pursuant to this paragraph.
b. “Very Low Income Unit”: means units restricted to households with incomes of not more than fifty percent (50%) of AMI. “AMI” means the median income for San Mateo County, California, adjusted for Actual Household Size, as published from time to time by the State of California Department of Housing and Community Development in Section 6932 of Title 25 of the California Code of Regulations or successor provision.

Qualifying Households shall continue to qualify unless at the time of recertification, the household’s income exceeds the Very Low Income eligibility requirements, then the tenant shall no longer be qualified. Upon Owner’s determination that any such household is no longer qualified, the unit shall no longer be deemed a Very Low Income Unit and the Owner shall either (1) make the next available Very Low Income Unit, which is Resolution No. XXXX

080937\15946279v3
7 comparable in terms of size, features and number of bedrooms, a Very Low Income Unit, or take other actions as may be necessary to ensure that the total required number of Very Low Income Units are rented to Qualifying Households, or (2) If the tenant’s income does not exceed one hundred twenty (120%) of the maximum income that would qualify the Tenant as a Very Low Income Household, the tenant shall be allowed to remain in the unit at a Very Low Income rent. If the tenant originally qualified as a Very Low Income Household, then the Tenant shall be notified they are no longer eligible for the BMR unit and tenant’s rent will be increased to a market rate rent upon the later of sixty (60) days’ notice or the renewal of the tenant’s lease, and the Owner shall rent the next available unit to a Very Low Income Household. Owner shall notify the City annually if Owner substitutes a different unit for one of the designated Very Low Income Units pursuant to this paragraph.

3.3 Income Verification and Annual Report. On or before July 1 of each year, commencing with the calendar year that the first residential unit in the Project is rented to a tenant, and annually thereafter, Owner shall obtain from each household occupying a BMR Unit and submit to the City an income computation and certification form, completed by a tenant of such unit, which shall certify that the income of each Qualifying Household is truthfully set forth in the income certification form, in the form proposed by the Owner and approved by the Deputy Director (“Annual Report”). Owner shall make a good faith effort to verify that each household leasing a BMR Unit meets the income and eligibility restrictions for the BMR Unit by taking the following steps as a part of the verification process: (a) obtain a minimum of the three (3) most current pay stubs for all adults age eighteen (18) or older; (b) obtain an income tax return for the most recent tax year; (c) conduct a credit agency or similar search; (d) obtain the three (3) most current savings and checking account bank statements; (e) obtain an income verification form from the applicant's current employer; (f) obtain an income verification form from the Social Security Administration and/or the California Department of Social Services if the applicant receives assistance from either of such agencies; or (g) if the applicant is unemployed and has no such tax return, obtain another form of independent verification. Copies of tenant income certifications shall be available to the City upon request. The Annual Report shall, at a minimum, include the following information for each BMR Unit: unit number, number of bedrooms, current rent and other charges, dates of any vacancies during the reporting period, number of people residing in the unit, total household Gross Income, and lease commencement and termination dates. The Report shall also provide a statement of the owner’s management policies, communications with the tenants and maintenance of the BMR Unit, including a statement of planned repairs to be made and the dates for the repairs.

Notwithstanding anything to the contrary contained herein, for so long as the Project is encumbered a Regulatory Agreement from the California Tax Credit Allocation Committee (“Tax Credit Regulatory Agreement”) due to the Project’s receipt of federal/and or state low-income housing tax credits, copies of any annual reporting required by the Tax Credit Regulatory Agreement delivered to the City shall satisfy the requirements of this Section.

3.4 Affordable Rent. The maximum Monthly Rent, defined below, chargeable for the BMR Units and paid shall be as follows:

Resolution No. XXXX

080937\15946279v3
8 a. “Extremely Low Income Household”: maximum Monthly Rent shall be 1/12th of 30 percent of 30 percent of the AMI. The Monthly Rent for an Extremely Low Income Unit rented to an Extremely Low Income Household and paid by the household shall be based on an assumed average occupancy per unit of one person per studio unit, 1.5 persons for a onebedroom unit, 3 persons for a two-bedroom unit and 4.5 persons for a threebedroom unit, unless otherwise approved by the Deputy Director for an unusually large unit with a maximum of two persons per bedroom, plus one. b. “Very Low Income Household”: maximum Monthly Rent shall be 1/12th of 30 percent of 50 percent of the AMI. The Monthly Rent for a Very Low Income Unit rented to a Very Low Income Household and paid by the household shall be based on an assumed average occupancy per unit of one person per studio unit, 1.5 persons for a one- bedroom unit, 3 persons for a two-bedroom unit and 4.5 persons for a three- bedroom unit, unless otherwise approved by the Deputy Director for an unusually large unit with a maximum of two persons per bedroom, plus one.
c. Notwithstanding anything to the contrary contained herein, if the the Project is encumbered by a Tax Credit Regulatory Agreement and there is a conflict between the provisions of this Agreement and the provisions of such Tax Credit Regulatory Agreement regarding rent, utility allowance, and/or household size appropriate for each unit, the Tax Credit Regulatory Agreement shall govern.

For purposes of this Agreement, “Monthly Rent” means the total of monthly payments actually made by the household for (a) use and occupancy of each BMR Unit and land and facilities associated therewith, (b) any separately charged fees or service charges assessed by Owner which are required of all tenants, other than security deposits, (c) a reasonable allowance for an adequate level of service of utilities not included in (a) or (b) above, and which are not paid directly by Owner, including garbage collection, sewer, water, electricity, gas and other heating, cooking and refrigeration fuels, but not including telephone or internet service, which reasonable allowance for utilities is set forth in the County of San Mateo’s Utility Allowance Schedule for detached homes, apartments, condominiums and duplexes, and (d) possessory interest, taxes or other fees or charges assessed for use of the land and facilities associated therewith by a public or private entity other than Owner. Pursuant to the Guidelines, in no case shall the Monthly Rent for a BMR Unit exceed 75 percent of comparable market rate rents.

3.5 Agreement to Limitation on Rents. As described in Recital C above, Owner is developing at the bonus level of development, which is a form of assistance authorized by Chapter

4.3 (commencing with Section 65915) of Division 1 of Title 7 of the Government Code. Sections 1954.52(b) and 1954.53(a)(2) of the Costa-Hawkins Act provide that, where a developer has received such assistance, certain provisions of the Costa-Hawkins Act do not apply if a developer has so agreed by contract. Owner hereby agrees to limit Monthly Rent as provided in this Agreement in consideration of Owner’s receipt of the assistance and further agrees that any limitations on Monthly Rents imposed on the BMR Units are in conformance with the CostaResolution No. XXXX

080937\15946279v3
9 Hawkins Act. Owner further warrants and covenants that the terms of this Agreement are fully enforceable.

3.6 Lease Requirements. No later than 180 days prior to the initial lease up of the BMR Units, Owner shall submit a standard lease form to the City for approval by the Deputy Director or his/her designee. The City shall reasonably approve such lease form upon finding that such lease form is consistent with this Agreement and contains all of the provisions required pursuant to the Guidelines. The City's failure to respond to Owner's request for approval of the standard lease form within thirty (30) business days of City's receipt of such lease, shall be deemed City's approval of such lease form. Owner shall enter into a written lease, in the form approved by the City, with each new tenant of a BMR Unit prior to a tenant or tenant household’s occupancy of a BMR Unit. Each lease shall be for an initial term of not less than one year which may be renewed pursuant to applicable local and State laws, and shall not contain any of the provisions which are prohibited pursuant to the Guidelines, local, state and Federal laws.

3.7 Selection of Tenants. Each BMR Unit shall be leased to tenant(s) selected by Owner who meet all of the requirements provided herein, and, to the extent permitted by law, with priority given to those eligible households (i) with a minimum of one household member who is a senior of age [__] and above, and (ii) who either live or work in the City of Menlo Park, or meet at least one of the other preferences identified in the Guidelines. The City’s BMR Administrator, on behalf of the City will provide to Owner the names of persons who have expressed interest in renting BMR Units for the purposes of adding such interested persons to Owner’s waiting list, to be processed in accordance with Owner’s customary policies. Owner shall not refuse to lease to a holder of a certificate or a rental voucher under the Section 8 program or other tenant-based assistance program, who is otherwise qualified to be a tenant in accordance with the approved tenant selection criteria.

4. DEFAULT AND REMEDIES

4.1 Events of Default. The following shall constitute an “Event of Default” by Owner under this Agreement: there shall be a material breach of any condition, covenant, warranty, promise or representation contained in this Agreement and such breach shall continue for a period of thirty (30) days after written notice thereof to the Owner without the Owner curing such breach, or if such breach cannot reasonably be cured within such 30 day period, commencing the cure of such breach within such 30 day period and thereafter diligently proceeding to cure such breach; provided, however, that if a different period or notice requirement is specified for any particular breach under any other paragraph of Section 4 of this Agreement, the specific provision shall control.

4.2 Remedies. The occurrence of any Event of Default under Section 4.1 shall give the City the right to proceed with an action in equity to require the Owner to specifically perform its obligations and covenants under this Agreement or to enjoin acts or things which may be unlawful or in violation of the provisions of this Agreement, and the right to terminate this Agreement.

4.3 Obligations Personal to Owner. The liability of Owner under this Agreement to any person or entity is limited to Owner’s interest in the Project, and the City and any other such Resolution No. XXXX

080937\15946279v3
10 persons and entities shall look exclusively thereto for the satisfaction of obligations arising out of this Agreement or any other agreement securing the obligations of Owner under this Agreement.

From and after the date of this Agreement, no deficiency or other personal judgment, nor any order or decree of specific performance (other than pertaining to this Agreement, any agreement pertaining to any Project or any other agreement securing Owner’s obligations under this Agreement), shall be rendered against Owner, the assets of Owner (other than Owner’s interest in the Project), its partners, members, successors, transferees or assigns and each of their respective officers, directors, employees, partners, agents, heirs and personal representatives, as the case may be, in any action or proceeding arising out of this Agreement or any agreement securing the obligations of Owner under this Agreement, or any judgment, order or decree rendered pursuant to any such action or proceeding. No subsequent Owner of the Project shall be liable or obligated for the breach or default of any obligations of Owner under this Agreement on the part of any prior Owner. Such obligations are personal to the person who was the Owner at the time the default or breach was alleged to have occurred and such person shall remain liable for any and all damages occasioned thereby even after such person ceases to be the Owner. Each Owner shall comply with and be fully liable for all obligations the Owner hereunder during its period of ownership of the Project.

4.4 Force Majeure. Subject to the party’s compliance with the notice requirements as set forth below, performance by either party hereunder shall not be deemed to be in default, and all performance and other dates specified in this Agreement shall be extended, where delays or defaults are due to causes beyond the control and without the fault of the party claiming an extension of time to perform, which may include, without limitation, the following: war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, assaults, acts of God, acts of the public enemy, epidemics, quarantine restrictions, freight embargoes, lack of transportation, governmental restrictions or priority, litigation, unusually severe weather, inability to secure necessary labor, materials or tools, acts or omissions of the other party, or acts or failures to act of any public or governmental entity (except that the City’s acts or failure to act shall not excuse performance of the City hereunder). An extension of the time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within 30 days of the commencement of the cause.

4.5 Attorneys’ Fees. In addition to any other remedies provided hereunder or available pursuant to law, if either party brings an action or proceeding to enforce, protect or establish any right or remedy hereunder, the prevailing party shall be entitled to recover from the other party its costs of suit and reasonable attorneys' fees. This Section shall be interpreted in accordance with California Civil Code Section 1717 and judicial decisions interpreting that statute.

4.6 Remedies Cumulative. No right, power, or remedy given by the terms of this Agreement is intended to be exclusive of any other right, power, or remedy; and each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy given by the terms of any such instrument, or by any statute or otherwise.

4.7 Waiver of Terms and Conditions. The City may, in its sole discretion, waive in writing any of the terms and conditions of this Agreement. Waivers of any covenant, term, or Resolution No. XXXX

080937\15946279v3
11 condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, term, or condition.

4.8 Non-Liability of City Officials and Employees. No member, official, employee or agent of the City shall be personally liable to Owner or any occupant of any BMR Unit, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Owner or its successors, or on any obligations under the terms of this Agreement.

4.9 Cure Rights. Notwithstanding anything to the contrary contained herein, City hereby agrees that any cure of any default made or tendered by (i) Owner’s limited partner, or (ii) Owner’s senior mortgage lender, shall be deemed to be a cure by Owner and shall be accepted or rejected on the same basis as if made or tendered by Owner.

5. GENERAL PROVISIONS

5.1 Below Market Rate Guidelines (“Guidelines”). This Agreement incorporates by reference the Guidelines as of the date of this Agreement and any successor sections as the Guidelines may be amended from time to time. In the event of any conflict or ambiguity between this Agreement, the requirements of state and federal fair housing laws and the Guidelines, the terms and conditions of this Agreement and the requirements of state and federal fair housing laws shall control.

5.2 Time. Time is of the essence in this Agreement.

5.3 Notices. Unless otherwise indicated in this Agreement, any notice requirement set forth herein shall be deemed to be satisfied three days after mailing of the notice first-class United States certified mail, postage prepaid, or at the time of personal delivery, addressed to the appropriate party as follows:

Owner: _______________
_______________
_______________
Attention: ____________
Email: [_______________]
City : City of Menlo Park
701 Laurel Street
Menlo Park, California 94025-3483
Attention: City Manager
Such addresses may be changed by notice to the other party given in the same manner as provided above.

5.4 Successors and Assigns. This Agreement constitutes a covenant and legal restriction on the Property and shall run with the land, provided the Project remains on the Resolution No. XXXX

080937\15946279v3
12 Property, and all of the terms, covenants and conditions of this Agreement shall be binding upon Owner and the permitted successors and assigns of Owner.

5.5 Intended Beneficiaries. The City is the intended beneficiary of this Agreement and shall have the sole and exclusive power to enforce this Agreement. It is intended that the City may enforce this Agreement in order to, satisfy its obligations to improve, increase and preserve affordable housing within the City, as required by the Guidelines, and to provide that a certain percentage of new housing is made available at affordable housing cost to persons and families of very low, low and moderate incomes as required by the Guidelines. No other person or persons, other than the City and Owner and their assigns and successors, shall have any right of action hereon.

5.6 Partial Invalidity. If any provision of this Agreement shall be declared invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions hereof shall not in any way be affected or impaired.

5.7 Governing Law. This Agreement and other instruments given pursuant hereto shall be construed in accordance with and be governed by the laws of the State of California. Any references herein to particular statutes or regulations shall be deemed to refer to successor statutes or regulations, or amendments thereto. The venue for any action shall be the County of San Mateo.

5.8 Amendment. This Agreement may not be changed orally, but only by agreement in writing signed by Owner and the City.

5.9 Approvals. Where an approval or submission is required under this Agreement, such approval or submission shall be valid for purposes of this Agreement only if made in writing.

Where this Agreement requires an approval or consent of the City, such approval shall not be unreasonably withheld may be given on behalf of the City by the City Manager or his or her designee. The City Manager or his or her designee is hereby authorized to take such actions as may be necessary or appropriate to implement this Agreement, including without limitation the execution of such documents or agreements as may be contemplated by this Agreement, and amendments which do not substantially change the uses or restrictions hereunder, or substantially add to the costs of the City hereunder.

5.10 Indemnification. To the greatest extent permitted by law, Owner shall indemnify, defend (with counsel reasonably approved by City) and hold the City, its heirs, successors and assigns (the “Indemnitees”) harmless from and against any and all demands. losses, claims, costs and expenses, and any other liability whatsoever, including without limitation, reasonable accountants’ and attorneys’ fees, charges and expense (collectively, “Claims”) arising directly or indirectly, in whole or in part, as a result of or in connection with Owner’s construction, management, or operation of the Property and the Project or any failure to perform any obligation as and when required by this Agreement. Owner’s indemnification obligations under this Section

6.10 shall not extend to Claims to the extent resulting from the gross negligence or willful misconduct of Indemnitees. The provisions of this Section 6.10 shall survive the expiration or earlier termination of this Agreement, but only as to claims arising from events occurring during the Affordability Period.

Resolution No. XXXX

080937\15946279v3
13 5.11 Insurance Coverage. Throughout the Affordability Period, Owner shall comply with the insurance requirements set forth in Exhibit D, attached hereto and incorporated herein by this reference, and shall, at Owner’s expense, maintain in full force and effect insurance coverage as specified in Exhibit D.

5.12 Transfer and Encumbrance.

5.12.1 Restrictions on Transfer and Encumbrance. During the term of this Agreement, except as permitted pursuant to this Agreement, Owner shall not directly or indirectly, voluntarily, involuntarily or by operation of law make or attempt any total or partial sale, transfer, conveyance, assignment or lease (other than a lease of a BMR Unit on an approved form under Section 3.6 hereof to a qualified tenant as described in Section 3.7 hereof) (collectively, “Transfer”) of the whole or any part of any BMR Unit, without the prior written consent of the City, which approval shall not be unreasonably withheld. In addition, prior to the expiration of the term of this Agreement, except as expressly permitted by this Agreement, Owner shall not undergo any significant change of ownership without the prior written approval of City. For purposes of this Agreement, a “significant change of ownership” shall mean a transfer of the beneficial interest of more than twenty-five percent (25%) in aggregate of the present ownership and /or control of Owner, taking all transfers into account on a cumulative basis; provided however, neither the admission of an investor limited partner, nor the transfer by the investor limited partner to subsequent limited partners shall be restricted by this provision.

5.12.2 Permitted Transfers. The prohibitions on Transfer set forth herein shall not be deemed to prevent: (i) the granting of easements or permits to facilitate development of the Property; or (ii) assignments creating security interests for the purpose of financing the acquisition, construction, or permanent financing of the Project or the Property, or Transfers directly resulting from the foreclosure of, or granting of a deed in lieu of foreclosure of, such a security interest.

5.12.3 Requirements for Proposed Transfers. The City may, in the exercise of its reasonable discretion, consent to a proposed Transfer of this Agreement and/or a BMR Unit if all of the following requirements are met (provided however, the requirements of this Section 5.12.3 shall not apply to Transfers described in clauses (i) or (ii) of Section 5.12.2. (i) The proposed transferee demonstrates to the City’s
satisfaction that it has the qualifications, experience and financial resources necessary and adequate as may be reasonably determined by the City to competently complete and manage the Project and to otherwise fulfill the obligations undertaken by the Owner under this Agreement. (ii) The Owner and the proposed transferee shall submit for Resolution No. XXXX

080937\15946279v3
14 City review and approval all instruments and other legal documents proposed to effect any Transfer of all or any part of or interest in the BMR Unit or this Agreement together with such documentation of the proposed transferee’s qualifications and development capacity as the City may reasonably request. (iii) The proposed transferee shall expressly assume all of the rights and obligations of the Owner under this Agreement arising after the effective date of the Transfer and all obligations of Owner arising prior to the effective date of the Transfer (unless Owner expressly remains responsible for such obligations) and shall agree to be subject to and assume all of Owner’s obligations pursuant to conditions, and restrictions set forth in this Agreement. (iv) The Transfer shall be effectuated pursuant to a written instrument satisfactory to the City in form recordable in the Official Records.

Consent to any proposed Transfer may be given by the City’s Authorized Representative unless the City’s Authorized Representative, in his or her discretion, refers the matter of approval to the City Council. If the City has not rejected a proposed Transfer or requested additional information regarding a proposed Transfer in writing within forty-five (45) days following City’s receipt of written request by Owner, the proposed Transfer shall be deemed approved.

5.13 Effect of Transfer without City Consent. In the absence of specific written agreement by the City, no Transfer of any BMR Unit shall be deemed to relieve the Owner or any other party from any obligation under this Agreement.

This Section 5.12 shall not apply to Transfers described in Section 5.12.2.

5.14 Recovery of City Costs. Owner shall reimburse City for all reasonable City costs, including but not limited to reasonable attorneys’ fees, incurred in reviewing instruments and other legal documents proposed to effect a Transfer under this Agreement and in reviewing the qualifications and financial resources of a proposed successor, assignee, or transferee within ten (10) days following City’s delivery to Owner of an invoice detailing such costs.

5.15 [Satisfaction of Project Wide Affordable Housing Agreement Requirements. The City hereby acknowledges and agrees that Owner’s execution and delivery of this Agreement and the performance of Owner’s obligations herein, satisfies Project Wide Developer’s obligation to execute and record a Below Market Rate Housing Agreement and Declaration of Restrictive Covenants against the Property as set forth in Section 5 of the Project Wide Affordable Housing Agreement.]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year set forth above.

SIGNATURES ON FOLLOWING PAGE(S).

Resolution No. XXXX

080937\15946279v3
15 OWNER:
[_________________________], a
[______________]
By:

Its:

CITY:

CITY OF MENLO PARK, a California municipal
corporation
By:

City Manager
ATTEST:

By:

City Clerk
List of Exhibits:

Exhibit A: Property Description
Exhibit B: Allocation of the BMR Units
Exhibit C: BMR Unit Locations
Exhibit D: Insurance Requirements
Resolution No. XXXX

080937\15946279v3
Exhibit A
Property Description
Resolution No. XXXX

080937\15946279v3
Exhibit B
Allocation of BMR Units in the Project
BMR Units Extremely Low Very Low Manager’s Unit
Studio apartment
1 bedroom apartment
2 bedroom apartment 1
Total - BMR Units 82 37
Resolution No. XXXX

080937\15946279v3
Exhibit C
BMR Unit Locations
Resolution No. XXXX

080937\15946279v3
Exhibit D
Insurance Requirements
Prior to initiating work on the Project and continuing throughout the Affordability Period, Owner shall obtain and maintain the following policies of insurance and shall comply with all provisions set forth in this Exhibit.

1. General Requirements. Owner shall procure and maintain the following insurance providing coverage against claims for injuries to persons or damages to property that may arise from or in connection with the Project, construction, management, or operation of the Property by the Owner or the Owner’s agents, representatives, employees and contractors, or subcontractors, including the following:
(a) Commercial General Liability: The Owner and all contractors working on behalf of Owner on the Property shall maintain a commercial general liability policy in an occurrence policy for protection against all claims arising from injury to person or persons not in the employ of the Owner and against all claims resulting from damage to any property due to any act or omission of the Owner, its agents, or employees in the conduct or operation of the work or the execution of this Agreement. Such insurance shall include products and completed operations liability, blanket contractual liability, personal injury liability, and broad form property damage coverage. Coverage shall be at least as broad as Insurance Services Office Commercial General Liability coverage.
(b) Commercial Automobile Liability: The Owner and all contractors working on behalf of Owner on the Property shall maintain insurance for protection against all claims arising from the use of vehicles, owned, hired, non-owned, or any other vehicle in connection with the Project, construction, operation or management of the Property. Such insurance shall cover the use of automobiles and trucks on and off the site of the Property. Coverage shall be at least as broad as Insurance Services Office covering Commercial Automobile Liability, any auto, owned, non-owned and hired auto.
(c) Workers' Compensation Insurance: The Owner (and the general partners thereof) shall furnish or cause to be furnished to City evidence satisfactory to City that Owner (and the general partners thereof), and any contractor with whom Owner has contracted for the performance of work on the Property or otherwise pursuant to this Agreement, shall maintain Workers' Compensation Insurance as required by the State of California and Employer’s Liability Insurance. (d) Builder’s Risk: Upon commencement of any construction work on the Property, Owner and all contractors working on behalf of Owner shall maintain a policy of builder's all-risk insurance in an amount not less than the full insurable cost of the Project on a replacement cost basis naming City as loss payee as its interests may appear. (e) Professional Liability/Errors and Omissions: Owner shall require any architects, engineers, and general contractors working on the Property to maintain Professional Liability/Errors and Omissions insurance with limits not less than Two Million Dollars ($2,000,000) each claim. Certificates evidencing this coverage must reference both the Owner and the Indemnitees. If the professional liability/errors and omissions insurance is written on a Resolution No. XXXX

080937\15946279v3
#84613392_v2
claims made form: (i) the retroactive date must be shown and must be before the Effective Date, (ii) insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of Project construction, and (iii) if coverage is cancelled or non-renewed and not replaced with another claims made policy form with a retroactive date prior to the Effective Date, Owner must purchase, or require the provision of, extended period coverage for a minimum of three (3) years after completion of construction.
(f) Property: Owner shall maintain property insurance covering all risks of loss, including earthquake and flood (if required) for 100% of the replacement value of the Project with deductible, if any, in an amount acceptable to City, naming City as loss payee as its interests may appear.

2. Minimum Limits; Adjustments. Insurance shall be maintained with limits no less than the following:
(a) Commercial General Liability and Property Damage: $2,000,000 per occurrence and $5,000,000 annual aggregate for bodily injury, personal injury and property damage; provided however, with City’s advance written approval, subcontractors may maintain liability coverage with limits not less than $1,000,000 per occurrence, $2,000,000 annual aggregate. (b) Products and Completed Operations: $3,000,000 per occurrence/aggregate. (c) Commercial Automobile Liability: $2,000,000 combined single limit. (d) Employer’s Liability:

Bodily Injury by Accident - $1,000,000 each accident.

Bodily Injury by Disease - $1,000,000 policy limit.

Bodily Injury by Disease - $1,000,000 each employee.
(e) Professional Liability/Errors and Omissions: $2,000,000 per occurrence or claim.

If the policy provides coverage on a claims-made basis, the retroactive date must be shown and must be before the date of the Agreement or the beginning of the contract work.

Coverage limits, and if necessary, the terms and conditions of insurance, shall be reasonably adjusted from time to time (not less than every five (5) years after the Effective Date nor more than once in every three (3) year period) to address changes in circumstance, including, but not limited to, changes in inflation and the litigation climate in California. City shall give written notice to Owner of any such adjustments, and Owner shall provide City with amended or new insurance certificates or endorsements evidencing compliance with such adjustments within thirty (30) days following receipt of such notice.

3. Deductibles and Self-Insured Retention. Any deductibles or self-insured retention must be Resolution No. XXXX

080937\15946279v3
#84613392_v2
declared to, and approved by, the City. Payment of all deductibles and self-insured retentions will be the responsibility of Owner. If the City determines that such deductibles or retentions are unreasonably high, either the insurer shall reduce or eliminate such deductibles or self-insurance retentions as respects the Indemnitees or Owner shall procure a bond guaranteeing payment of losses and related investigations, claims administration and defense.

4. Additional Requirements. The required general liability and automobile policies shall contain, or be endorsed to contain, the following provisions:
(a) The Indemnitees are to be covered as Additional Insureds as respects: liability arising out of activities performed by or on behalf of the Owner; products and completed operations of the Owner; premises owned, occupied or used by the Owner; or automobiles owned, leased, hired or borrowed by the Owner. The coverage shall contain no special limitations on the scope of protection afforded to the Indemnitees. Additional insured endorsements for the general liability coverage shall use Insurance Services Office (ISO) Form No. CG 20 09 11 85 or CG 20 10 11 85, or equivalent, including (if used together) CG 2010 10 01 and CG 2037 10 01; but shall not use the following forms: CG 20 10 10 93 or 03 94.
(b) All insurance shall be primary insurance as respects the Indemnitees. Any insurance or self-insurance maintained by the Indemnitees shall be excess of the Owner’s/contractor’s insurance and shall not contribute with it. (c) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the Indemnitees. (d) The Owner’s insurance shall apply separately to each insured against whom claim is made or suit is brought except, with respect to the limits of the insurer’s liability. (e) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days’ prior written notice by certified mail, return receipt requested, has been given to the City.
(f) If any insurance policy or coverage required hereunder is canceled or reduced, Owner shall, within five (5) days after receipt of notice of such cancellation or reduction in coverage, but in no event later than the effective date of cancellation or reduction, file with City a certificate showing that the required insurance has been reinstated or provided through another insurance company or companies. Upon failure to so file such certificate, City may, without further notice and at its option, procure such insurance coverage at Owner’s expense, and Owner shall promptly reimburse City for such expense upon receipt of billing from City. (g) Owner agrees to waive subrogation rights for commercial general liability, automobile liability and worker’s compensation against Indemnitees regardless of the applicability of any insurance proceeds, and to require all contractors, subcontractors or others involved in any way with any construction on the Property to do likewise. Each insurance policy shall contain a Resolution No. XXXX

080937\15946279v3
#84613392_v2
waiver of subrogation for the benefit of City. If any required insurance is provided under a form of coverage that includes an annual aggregate limit or provides that claims investigation or legal defense costs are included in such annual aggregate limit, such annual aggregate limit shall be three times the applicable occurrence limits specified above. (h) It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirement and/or limits shall be available to the additional insured. Furthermore, the requirement for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. For all liability insurance required by this Agreement, Owner (and Owner’s contractors, as applicable) shall obtain endorsements that name the Indemnitees as additional insured in the full amount of all applicable policies, notwithstanding any lesser minimum limits specified in this Agreement. This Agreement requires Owner (and Owner’s contractors, as applicable) to obtain and provide for the benefit of the Indemnitees, additional insured coverage in the same amount of insurance carried by Owner (or Owner’s contractors, as applicable), but in no event less than the minimum amounts specified in this Agreement. In the event that Owner (or Owner’s contractors as applicable) obtains insurance policies that provide liability coverage in excess of the amounts specified in this Agreement, the actual limits provided by such policies shall be deemed to be the amounts required under this Agreement. Without limiting the foregoing, the limits of liability coverage specified in this Agreement are not intended, nor shall they operate, to limit City’s ability to recover amounts in excess of the minimum amounts specified in this Agreement. (i) The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.

5. Acceptability of Insurers. Companies writing the insurance required hereunder shall be licensed to do business in the State of California. Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A: VII.

6. Verification of Coverage. Prior to the Effective Date of this Agreement, Owner shall furnish City with certificates of insurance in form acceptable to City evidencing the insurance coverage required under paragraphs (a), (b), (c), and (e) of Section 1 above, duly executed endorsements evidencing the Indemnitees’ status as additional insured, and all other endorsements and coverage required hereunder pertaining to such coverage. Prior to commencement of any construction work on the Property, Owner shall furnish City with certificates of insurance in form acceptable to City evidencing the insurance coverage required under paragraphs (d) and (g) of Section 1 above. Prior to City’s issuance of a final certificate of occupancy or equivalent for the Project, Owner shall furnish City with certificates of insurance in form acceptable to City evidencing the insurance coverage required under paragraph (f) of Section 1 above. Owner shall Resolution No. XXXX

080937\15946279v3
#84613392_v2
furnish the City with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf.

7. Insurance Certificates and Endorsements. Owner shall submit to the City all of the necessary insurance documents, including the applicable amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of required Owner policies listing all required policy endorsements to the City. Insurance Certificates and Endorsements are to be received and approved by the City within the time periods specified in Section 6 above. Should Owner cease to have insurance as required at any time, all work by Owner pursuant to this Agreement shall cease until insurance acceptable to the City is provided. Upon City’s request, Owner shall, within thirty (30) days of the request, provide or arrange for the insurer to provide to City, complete certified copies of all insurance policies required under this Agreement. City’s failure to make such request shall not constitute a waiver of the right to require delivery of the policies in the future.

Resolution No. XXXX

080937\16327866v1 1

RECORDING REQUESTED BY
Peninsula Innovation Partners, LLC
1 Hacker Way
Menlo Park, California 94025
Attention: ____________
(Space Above for Recorder’s Use)
APN/Parcel ID: ______________

PARTIAL RELEASE
OF

PROJECT WIDE AFFORDABLE HOUSING AGREEMENT

THIS PARTIAL RELEASE OF PROJECT WIDE AFFORDABLE HOUSING AGREEMENT (“Release”) is made and entered into as of the ________ day of ___________________, 202_ by THE CITY OF MENLO PARK, a California municipal corporation (“City”) in favor of PENINSULA INNOVATION PARTNERS, LLC, a Delaware limited liability company (“Project Wide Developer”) and its successors and assigns with reference to the following:

RECITALS
A. Pursuant to that certain Project Wide Affordable Housing Agreement executed by Project Wide Developer and City, recorded on ______________ as Instrument No. ____________ of the County Recorder of San Mateo County, California (the “Instrument”), the City imposed certain covenants, conditions and/or restrictions upon the real property described therein, a portion of which is more particularly described in Exhibit A attached hereto (the “Released Property”).

B. As provided for in [Section 5]/[Section 16] of the Instrument, the City has agreed to release a portion of the real property from the Instrument.

AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and Project Wide Developer hereby agree that the restrictions contained in the Instrument as they relate only to the Released Property are hereby unconditionally and irrevocably released and terminated as to the Released Property. [Remainder of Page Intentionally Left Blank; Signature Pages Follow] EXHIBIT C Resolution No. XXXX

080937\16327866v1 2
IN WITNESS WHEREOF, this Release is made and executed as of this ____ day of _______, 202_.
[ALL SIGNATURES TO BE ACKNOWLEDGED]
PROJECT WIDE DEVELOPER:

PENINSULA INNOVATION PARTNERS, LLC, a Delaware limited liability company By:_____________________________________
Name: ______________________________
Its:______________________________________
By:_____________________________________
Name: ______________________________
Its:______________________________________
CITY:

CITY OF MENLO PARK, a California municipal corporation
By: _____________________________________
Name:

Title: City Manager
ATTEST:
____________________________________
City Clerk
Date: _____________________
Resolution No. XXXX

080937\16327866v1 3

CALIFORNIA ACKNOWLEDGMENTS
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of
County of
On _______________ ___, 2022, before me, ______________________________, a notary public, personally appeared ______________________________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that s/he executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature ________________________________ (Seal)
Resolution No. XXXX

080937\16327866v1 4

CALIFORNIA ACKNOWLEDGMENTS
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of
County of
On _______________ ___, 2022, before me, ______________________________, a notary public, personally appeared ______________________________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that s/he executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature ________________________________ (Seal)
Resolution No. XXXX

080937\16327866v1 5

EXHIBIT A
Resolution No. XXXX

080937\15889901v8 18
Exhibit “D”
Phase 1
Market Rate Units Affordable Units
Parcel 2 293 34
Parcel 3 376 43
Parcel 6 158 20
Parcel 7 1 (manager’s unit) 119
Phase 2
Market Rate Units Affordable Units
Parcel 4 378 62
Parcel 5 212 34
EXHIBIT D Resolution No. XXXX

080937\16319350v1
1 Recording Requested by and
When Recorded Return to:
___________________________
___________________________
___________________________
___________________________
SPACE ABOVE THIS LINE FOR RECORDER’S USE

ASSIGNMENT AND ASSUMPTION AGREEMENT -

PROJECT WIDE AFFORDABLE HOUSING AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Agreement”) is made and entered into as of _____________, 20__, by and between ______________________, a _____________ company (“Assignor”), and ______________________, a _____________ company (“Assignee”).

RECITALS
A. Assignor owns that real property located in the City of Menlo Park (“City”), County of San Mateo, State of California, and more particularly described in Exhibit A attached hereto (the “Property”).

B. On the date hereof, Assignee is acquiring approximately __ acres of the Property as more particularly described in Exhibit B attached hereto (the “Assigned Property”).

C. The City and Peninsula Innovation Partners, LLC, a Delaware limited liability company, entered into that certain Project Wide Affordable Housing Agreement dated as of ___________, 202_ and recorded against the Property on _______________, 202_ as Instrument No. _______________ in the San Mateo County Recorder’s Office (the “Project Wide Affordable Housing Agreement”).

D. Assignor desires to assign to Assignee all of Assignor’s rights, duties and obligations under the Project Wide Affordable Housing Agreement with respect to the Assigned Property only (the “Assigned Rights and Obligations”), and Assignee desires to accept and assume Assignor’s rights and obligations under the Project Wide Affordable Housing Agreement with respect to the Assigned Property only (the “Assumed Rights and Obligations”), such assignment and assumption to be effective on the Effective Date (as defined in Section 1.3 below). The Assigned Rights and Obligations and the Assumed Rights and Obligations are referred to collectively herein as the “Assigned Property Rights and Obligations”.

NOW THEREFORE, in consideration of these promises, and of the agreements, covenants and conditions contained in this Agreement and other good and valuable consideration, the parties agree as follows:

EXHIBIT E Resolution No. XXXX

080937\16319350v1
2 ARTICLE 1

ASSIGNMENT AND ASSUMPTION OF

THE ASSIGNED PROPERTY RIGHTS AND OBLIGATIONS

1.1 Assignment. Assignor assigns to Assignee, as of the Effective Date (as defined in Section 1.3 below), all of Assignor’s rights, title and interest in and to the Assigned Property Rights and Obligations.

1.2 Assumption. As of the Effective Date, Assignee accepts Assignor’s assignment of the Assigned Rights and Obligations and assumes the Assumed Rights and Obligations. From and after the Effective Date, Assignee shall keep and perform all covenants, conditions and provisions of the Project Wide Affordable Housing Agreement relating to the Assigned Property.Effective Date. For purposes of this Agreement, the “Effective Date” shall be the later to occur of (1) the date on which the deed from Assignor to Assignee for the Assigned Property is recorded in the Office of the Recorder of the County of San Mateo; or (2) the date of the execution of this Agreement by all parties; provided, however, that this Agreement shall have no force and effect without the written approval of the City, as evidenced by the full execution by the City’s representatives of the form entitled City of Menlo Park’s Consent, attached hereto as Exhibit C.

RIGHTS AND REMEDIES

2.1 Assignor’s Release; No Assignor Liability or Default for Assignee Breach.

Pursuant to Section 11 of the Project Wide Affordable Housing Agreement, Assignor shall be released from the Project Wide Affordable Housing Agreement with respect to the Assigned Property and the Assumed Rights and Obligations as of the Effective Date. Any default or breach by Assignee under the Project Wide Affordable Housing Agreement following the Effective Date with respect to the Assigned Property or the Assumed Rights and Obligations (“Assignee Breach”) shall not constitute a breach or default by Assignor under the Project Wide Affordable Housing Agreement and shall not result in (a) any remedies imposed against Assignor, or (b) modification or termination of the Project Wide Affordable Housing Agreement with respect to that portion of the Property retained by Assignor after the conveyance of the Assigned Property, if any (the “Assignor Property”). No Assignee Liability or Default for Assignor Breach. As of the Effective Date, any default or breach by Assignor under the Project Wide Affordable Housing Agreement prior to or after the Effective Date (“Assignor Breach”), shall not constitute a breach or default by Assignee under the Project Wide Affordable Housing Agreement, and shall not result in (a) any remedies imposed against Assignee, including without limitation any remedies authorized in the Project Wide Affordable Housing Agreement, or (b) modification or termination of the Project Wide Affordable Housing Agreement with respect to the Assigned Property.

INTENTIONALLY OMITTED
Resolution No. XXXX

080937\16319350v1
3 ARTICLE 4

AMENDMENT OF THE PROJECT WIDE AFFORDABLE HOUSING AGREEMENT

4.1 Assignor. Assignor shall not request, process or consent to any amendment to the Project Wide Affordable Housing Agreement that would affect the Assigned Property or the Assigned Property Rights and Obligations without Assignee’s prior written consent, which consent shall not be withheld unreasonably. The foregoing notwithstanding, Assignor may process any amendment that does not affect the Assigned Property, and, if necessary, Assignee shall consent thereto and execute all documents necessary to accomplish said amendment, provided that said amendment does not adversely affect the Assigned Property or any of Assignee’s Assigned Property Rights and Obligations pursuant to the Project Wide Affordable Housing Agreement.Assignee. Assignee shall not request, process or consent to any amendment to the Project Wide Affordable Housing Agreement that would affect the Assignor Property or the Assignor’s remaining rights and obligations pursuant to the Project Wide Affordable Housing Agreement without Assignor’s prior written consent, which consent shall not be withheld unreasonably. The foregoing notwithstanding, Assignee may process any amendment that does not affect the Assignor Property or any of Assignor’s remaining rights and obligations pursuant to the Project Wide Affordable Housing Agreement, and, if necessary, Assignor shall consent thereto and execute all documents necessary to accomplish said amendment.

GENERAL PROVISIONS

5.1 Notices. All notices, invoices and other communications required or permitted under this Agreement shall be made in writing, and shall be delivered either personally (including by private courier) or by nationally recognized overnight courier service to the following addresses, or to such other addresses as the parties may designate in writing from time to time:If to Assignee:
with copies to:

If to Assignor:
with a copies to:

Resolution No. XXXX

080937\16319350v1
4 Notices personally delivered shall be deemed received upon delivery. Notices delivered by courier service as provided above shall be deemed received twenty-four (24) hours after the date of deposit. From and after the Effective Date and until further written notice from Assignee to the City pursuant to the terms of the Project Wide Affordable Housing Agreement, Assignee hereby designates as its notice address for notices sent by the City pursuant to Section 17(k) of the Project Wide Affordable Housing Agreement, the notice address set forth above.

5.2 Estoppel Certificates. Within ten (10) days after receipt of a written request from time to time, either party shall execute and deliver to the other, or to an auditor or prospective lender or purchaser, a written statement certifying to that party’s actual knowledge:
(a) that the Project Wide Affordable Housing Agreement is unmodified and in full force and effect (or, if there have been modifications, that the Project Wide Affordable Housing Agreement is in full force and effect, and stating the date and nature of such modifications); (b) that there are no current defaults under the Project Wide Affordable Housing Agreement by the City and either Assignor or Assignee, as the case may be (or, if defaults are asserted, so describing with reasonable specificity) and that there are no conditions which, with the passage of time or the giving of notice, or both, would constitute a default; (c) that this Agreement is unmodified and in full force and effect (or, if there have been modifications, that this Agreement is in full force and effect, and stating the date and nature of such modifications); and (d) such other matters as may be reasonably requested.Attorneys’ Fees. In the event of any legal or equitable proceeding in connection with this Agreement, the prevailing party in such proceeding shall be entitled to recover its reasonable costs and expenses, including without limitation reasonable attorneys’ fees, costs and disbursements paid or incurred in good faith at the arbitration, pre-trial, trial and appellate levels, and in enforcing any award or judgment granted pursuant thereto. No Waiver. No delay or omission by either party in exercising any right, remedy, election or option accruing upon the noncompliance or failure of performance by the other party under the provisions of this Agreement shall constitute an impairment or waiver of any such right, remedy, election or option. No alleged waiver shall be valid or effective unless it is set forth in a writing executed by the party against whom the waiver is claimed. A waiver by either party of any of the covenants, conditions or obligations to be performed by the other party shall not be construed as a waiver of any subsequent breach of the same or any other covenants, conditions or obligations.Amendment. This Agreement may be amended only by a written agreement signed by both Assignor and Assignee, and subject to obtaining the City’s consent.

5.6 Successors and Assigns. This Agreement runs with the land and shall be binding on and inure to the benefit of the parties and their respective successors and assigns. No Joint Venture. Nothing contained herein shall be construed as creating a joint venture, agency, or any other relationship between the parties hereto other than that of assignor and assignee.Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance is found by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each remaining term and provision of this Agreement shall be valid and enforceable to the full extent permitted by law; provided that, if the invalidation or unenforceability would deprive either Assignor or Assignee of material benefits derived from Resolution No. XXXX

080937\16319350v1
5 this Agreement or make performance under this Agreement unreasonably difficult, then Assignor and Assignee shall meet and confer and shall make good faith efforts to modify this Agreement in a manner that is acceptable to Assignor, Assignee and the City. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.Third Party Beneficiaries. Assignor and Assignee acknowledge that the City is a third party beneficiary of the terms and conditions of this Agreement to the extent necessary for City to enforce the terms and conditions of the Project Wide Affordable Housing Agreement.

This Agreement shall not be deemed or construed to confer any rights, title or interest, including without limitation any third party beneficiary status or right to enforce any provision of this Agreement, upon any person or entity other than Assignor, Assignee and the City.Time of the Essence. Time is of the essence in the performance by each party of its obligations under this Agreement.Authority. Each party represents that the individuals executing this Agreement on behalf of such Party have the authority to bind his or her respective party to the performance of its obligations hereunder and that all necessary board of directors’, shareholders’, partners’ and other approvals have been obtained. Term. The term of this Agreement shall commence on the Effective Date and shall expire upon the expiration or earlier termination of the Project Wide Affordable Housing Agreement, subject to any obligations under the Project Wide Affordable Housing Agreement that expressly survive the expiration or termination of the Project Wide Affordable Housing Agreement. Upon the expiration or earlier termination of this Agreement, the parties shall have no further rights or obligations hereunder, except with respect to any obligation to have been performed prior to such expiration or termination or with respect to any default in the performance of the provisions of this Agreement which occurred prior to such expiration or termination or with respect to any obligations which are specifically set forth as surviving this Agreement or the Project Wide Affordable Housing Agreement.Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signature pages may be detached from the counterparts and attached to a single copy of this Agreement to physically form one document.Default. Any failure by either party to perform any material term or provision of this Agreement shall constitute a default (a) if such defaulting party does not cure such failure within thirty (30) days following written notice of default from the other party, where such failure is of a nature that can be cured within such thirty (30) day period, or (b) if such default is not of a nature that can be cured within such thirty (30) day period, if the defaulting party does not within such thirty (30) day period commerce substantial efforts to cure such failure, or thereafter does not within a reasonable time prosecute to completion with diligence the curing of such failure. Any notice of default given hereunder shall be given in the same manner as provided in Section 5.1 hereof and shall specify in detail the nature of the failures in performance that the noticing party claims and the manner in which such failure can be satisfactorily cured.
[remainder of page left intentionally blank – signature pages follow] Resolution No. XXXX

080937\16319350v1
6 IN WITNESS WHEREOF, Assignor and Assignee have executed this Agreement by proper persons thereunto duly authorized, to be effective as of the Effective Date. “Assignor”
__________________________,
a ____________________________ company
By:

Name:

Title:

By:

Name:

Title:
“Assignee”
__________________________,
a ____________________________ company
By:

Name:

Title:

By:

Name:

Title:

Resolution No. XXXX

080937\16319350v1
7 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )
) ss:

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

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

WITNESS my hand and official seal.

Signature: _______________________________________
[Seal]
Resolution No. XXXX

080937\16319350v1
8 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )
) ss:

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

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

WITNESS my hand and official seal.

Signature: _______________________________________
[Seal]
Resolution No. XXXX

080937\16319350v1
Exhibit A-1

EXHIBIT A
Description of the Property
(Attached)
Resolution No. XXXX

080937\16319350v1
Exhibit B-1

EXHIBIT B
Description of the Assigned Property
(Attached)
Resolution No. XXXX

080937\16319350v1
Exhibit C-1

EXHIBIT C

CONSENT OF CITY OF MENLO PARK
The City of Menlo Park hereby consents to the assignment and assumption of the Assigned Property Rights and Obligations as set forth in this Agreement and agrees to the terms and conditions set forth herein.

CITY OF MENLO PARK,
a California Municipal corporation
By:

Resolution No. XXXX

Community Development
City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov

STAFF REPORT
Planning Commission
Meeting Date: 10/24/2022
Staff Report Number: 22-056-PC
Public Hearing: Adopt a resolution recommending the City Council certify the final environmental
impact report (Final EIR), adopt California
Environmental Quality Act (CEQA) Findings,
adopt a Statement of Overriding
Considerations for significant and
unavoidable impacts, amend the General
Plan Circulation Element, rezone the project
site and amend the zoning map to
incorporate “X” overlay district and approve
the conditional development permit (CDP),
approve the vesting tentative maps for the
main project site and the Hamilton Avenue
Parcels, approve the development agreement
(DA), and approve the below market rate
(BMR) housing agreements for the proposed
Willow Village masterplan project located at
1350-1390 Willow Road, 925-1098 Hamilton
Avenue and 1005-1275 Hamilton Court, 1399
and 1401 Willow road, and 871-883 Hamilton
Avenue
Recommendation
Staff recommends that the Planning Commission adopt a resolution recommending approval to the City Council of the following (included in Attachment A):
• Certification of the Final Environmental Impact Report (Attachment A.1) that analyzes the potential environmental impacts of the proposed project and adopt the CEQA findings to address impacts, including a statement of overriding considerations for significant and unavoidable environmental effects that would result from the proposed project (Attachment A.2), and approval of the mitigation monitoring and reporting program for the proposed project to mitigate impacts to less than significant with mitigation or reduce significant impacts (Attachment A.3);
• Amendments to the General Plan Circulation Element and Zoning Map to modify the locations of the public rights-of-way, new street connections, paseos and incorporate multi-use pathways within the main project site and new site access (draft resolution in Attachment A.4); • Approval of vesting tentative maps for the main project site and Hamilton Avenue Parcels to create new buildable parcels, dedicate public rights-of-way, identify public access easements, site infrastructure, and realign Hamilton Avenue (draft resolutions in Attachments A.5 “main project site” and A.6 “Hamilton Avenue parcels”);
ATTACHMENT M Page G-2.440
Staff Report #: 22-056-PC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov • A rezoning of the project site from R-MU-B and O-B to R-MU-B-X and O-B-X to include the “X” Conditional Development combining district overlay to enable the use of a conditional development permit (CDP) (draft ordinance in Attachment A.7);
• A CDP to develop the proposed project through the master plan provisions outlined in the Zoning Ordinance, utilize the bonus level development allowances (increased height, density, and intensity) in exchange for community amenities, establish allowed uses, development regulations (including design standard modification requests), and otherwise govern the development of the proposed project (draft CDP in Attachment A.8);
• A development agreement (DA) between the City and the project applicant for vested rights in exchange for community amenities and assurances on the timing and phasing of the proposed project (draft ordinance in Attachment A.9 and draft DA in Attachment A.10); • Below market rate housing agreements for the provision of 312 BMR units with a mix of affordable income limits, including 119 age restricted senior units (draft resolution in Attachment A.11 and draft agreements in Attachments A.12 “age restricted” an A.13 “non-age restricted”).

The proposed project received conditional approval from the City Arborist for heritage tree removal permits to remove 276 heritage trees on the main project site, three (3) heritage trees on the Hamilton Avenue Parcels, and 16 heritage trees within parcels at 1305 and 1330 O’Brien Drive and within the O’Brien Drive right-of-way that conflict with the development of the proposed project and off-site improvements. The heritage tree permits would become effective upon approval and implementation of the proposed project.

Policy Issues
The proposed project requires the Planning Commission and City Council to consider the merits of the project, including project consistency with the City’s current general plan and proposed amendments, municipal code, and other adopted policies and programs. The Commission and Council will also need to consider the proposed development regulations and modifications to the Zoning Ordinance standards (e.g. design standards, bird friendly waivers, transportation demand management, signage, construction hours, and below market rate housing) in the conditional development permit. As part of the project review, the Commission and Council will need to make findings that the merits of the project and the public benefits and specific community amenities associated with the development agreement balance the significant and unavoidable environmental impacts as described in the environmental impact report by adopting a statement of overriding considerations. The Planning Commission is a recommending body on these policy issues. The policy issues summarized here are discussed in detail in the staff report.

In addition, the City prepared the following documents to analyze the proposed project and inform reviews by community members, the Planning Commission, and the City Council:
• Housing Needs Assessment (HNA), including an analysis of the multiplier effect for indirect and induced employment from the proposed project, in compliance with the terms of the 2017 settlement agreement between the City of Menlo Park and the City of East Palo Alto (Attachment B); • Fiscal Impact Analysis (FIA) to inform decision makers and the public of the potential fiscal impacts of the proposed project (Attachment C);
• Appraisal to identify the required value of the community amenity in exchange for bonus level development (Attachment D); and
• Community amenities proposal evaluation to determine if the community amenities proposal meets the minimum required value (Attachment E).

Page G-2.441
Staff Report #: 22-056-PC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov These reports are not subject to specific City action, but provide background information for the conditional development permit, development agreement, and other land use entitlements.

Background
Site location
A project location map that includes site addresses, neighboring Meta sites, and other landmarks is included in Attachment F. The project site includes the following three project areas.

Main project site
The approximately 59-acre main project site is generally located along Willow Road between Hamilton Avenue and Ivy Drive, previously referred to as the ProLogis Menlo Science and Technology Park. The main project site contains 20 existing buildings with approximately 1 million square feet of gross floor area.

Hamilton Avenue Parcels
The proposed project includes the realignment of Hamilton Avenue west of Willow Road, and the associated parcels to the north (Belle Haven Shopping Center, referred to as Hamilton Avenue Parcel North) and south (Chevron gas station, which is referred to as Hamilton Avenue Parcel South) sides of Hamilton Avenue.

Willow Road undercrossing and overcrossing
The main project site could be connected to the Meta West Campus by an undercrossing and an elevated parkway that would connect the main project site with the Hamilton Avenue Parcel North site. Both the undercrossing and elevated park would include public access for bicyclists and pedestrians.

Project variants
The proposed project includes four variants that could be incorporated into the project. Variants are variations of the proposed project at the same project site, with the same objectives, background, and development controls but with a specific variation. With the exception of the Increased Residential Density Variant (studied for policy purposes in the event the City decision makers desire to consider it), the variants are slightly different versions of the project that could occur based upon the action or inaction of agencies other than the City or of property owners outside the Project site. The project includes the following variants:
• No Willow Road Tunnel Variant
• Increased Residential Density Variant (200 additional dwelling units) • No Hamilton Avenue Realignment Variant
• Onsite Recycled Water Variant
With the exception of the Increased Residential Density Variant, the other three variants could be incorporated by the applicant without further analysis; the changes to the site plan that could result from the variants would be evaluated under the change provisions of the CDP.

Project milestones
A table summarizing the previous project milestones and meetings is included in Attachment G.

Analysis
Project overview
Page G-2.442
Staff Report #: 22-056-PC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov The applicant, Peninsula Innovation Partners, Inc., is proposing to redevelop the project site through the master plan process, by utilizing a CDP and entering into a DA, to secure vested rights, with the City. The master plan process allows a project to aggregate development potential across the entire site, including square footage, open space requirements, parking, etc. The project site is zoned O-B (Office, bonus) and R-MU-B (Residential mixed-use, bonus). As stated in the site location section, above, the proposed project includes a main project site and off-site components along Hamilton Avenue.

Main project site
The proposed project would redevelop the main project site into three districts: a Town Square district, a Residential/Shopping district, and a Campus district. The Campus district is intended to be occupied by Meta. The proposed site plan is included in Attachment H and a hyperlink to the master plan project plans is included in Attachment I. The proposed project would result in a net increase of approximately 800,000 square feet of nonresidential uses (office, retail, personal services, etc.) for a total of approximately 1.8 million square feet. The proposal also includes multifamily housing units, a hotel, and publicly accessible open space (e.g. elevated linear park, town square, dog park, and 3.5 acre publicly accessible park). Table 1 summarizes the proposed development at the project site.

Table 1: Main project site Project Data
Proposed project (CDP Standards) Zoning Ordinance bonus level standards (maximums)
Residential dwelling units 1,730 units** 1,730 units
Residential square footage 1,696,406 s.f. 1,701,404 s.f.

Residential floor area ratio 224.3% 225%
Commercial Retail
square footage 200,000 s.f. 397,848 s.f.

Commercial Retail
floor area ratio 12.6% 25%
Office square footage 1,600,000 s.f.* 1,780,436 s.f.

Office floor area ratio 113% 125%
Hotel rooms 193 n/a
*Proposed office square footage includes a maximum of 1.25M s.f. of office use with the balance of 350,000 s.f. for meeting and collaboration space use (if office square footage is maximized at 1.25M sf) within the Campus District; the total s.f. includes a portion of the 25% non-residential FAR permitted in the R-MU portion of the project site. **The total units would include a minimum of 15 percent of the residential units as below market rate (BMR) units to satisfy the City’s inclusionary requirements. Additional BMR units would be incorporated to comply with the commercial linkage requirement.

Main project site layout
The site layout for the main project site is shown on Masterplan Sheet G3.01 and in Attachment H. The conceptual district plan for the site is included in Attachment J. The three districts are linked through the proposed street network, parks and open space, and the layout of the buildings. The following list identifies some key components of the proposed site layout.
• The grocery store would be proximate to Willow Road at the intersection with Hamilton Avenue/Main Street and entertainment and retail/dining uses would generally be located along Main Street; Page G-2.443
Staff Report #: 22-056-PC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov • Hotel and associated retail/dining would be proximate to the 1.5-acre publicly accessible town square; • 3.5-acre publicly accessible park (proximate to Willow Road at Park Street), a dog park (in the southeastern portion of the main project site) and additional public open space; • 2-acre publicly accessible elevated park extending over Willow Road providing access at the Hamilton Avenue Parcel North; and
• A potential publicly-accessible, below grade tunnel for Meta intercampus trams, bicyclists and pedestrians connecting the project with the West and East campuses The main project site would be bisected by a new north–south street (Main Street) as well as an east–west street that would provide access to all three districts (Park Street). The proposed project would include a circulation network for vehicles, bicycles, and pedestrians, inclusive of paseos, multi-use paths, and both public rights-of-way and private streets that would be generally aligned to an east-to-west and a north-tosouth grid. While the CDP would incorporate the Willow Road Tunnel, it is an optional feature and the applicant may choose not construct the tunnel. The potential scenario without the Willow Road Tunnel was studied in the EIR as both an alternative and project variant.

Hamilton Avenue Parcels and Willow Road grade separated crossings The proposed project includes off-site improvements, such as the realignment of Hamilton Avenue and the Willow Road undercrossing and elevated park (over Willow Road). The proposed project includes an elevated park that would extend from Hamilton Avenue Parcel North over Willow Road to the main project site, creating a grade separated connection across Willow Road. In addition, the main project site could be connected to the West and East Campuses through a tunnel below Willow Road and the Dumbarton Corridor that would allow Meta trams to circulate off-street between the campuses and allow for bicyclists and pedestrians to travel from the main project site to the campuses and the Bay Trail.

The realignment of Hamilton Avenue would result in the demolition and potential reconstruction of the existing Chevron station (Hamilton Avenue Parcel South) and the potential future expansion of retail uses at the existing Belle Haven neighborhood shopping center (Hamilton Avenue Parcel North). These are components of the proposed project that could occur as a result of the realignment of Hamilton Avenue and would be reviewed through separate permitting processes. However, these were studied for environmental clearance through the EIR for the proposed project. The conceptual site plans for the Hamilton Avenue Parcels are included in Appendix 7 of the masterplan plan set (link in Attachment I) for reference. Table 2 below summarizes for reference only the potential development on the two Hamilton Avenue Parcels and the maximum square footage allowed by the existing zoning district (C-2-S district).

Table 2: Hamilton Avenue Parcels North and South Project Data Project site Potential Future Projects
(Total square footage) Zoning Ordinance maximums*
Hamilton Avenue Parcel North 22,400 s.f. 48,134 s.f./(FAR 0.5) Hamilton Avenue Parcel South 5,700 s.f. 21,126 s.f./(FAR 0.5) *Zoning Ordinance maximums represent maximum development potential after realignment of Hamilton Avenue, which includes resubdividing the parcels to reduce the size of Hamilton Avenue Parcel South and increase the size of Hamilton Avenue Parcel North.

Project phasing
Project build out would be phased. The first phase would include the demolition and backbone infrastructure, followed by the first vertical construction phase (focused on the campus district and select Page G-2.444
Staff Report #: 22-056-PC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov residential/mixed-use buildings). The first vertical construction phase would include the elevated park. The publicly accessible community park would be completed in the first vertical construction phase and construction on the town square and hotel are dependent upon Caltrans approvals and the completion of the below grade parking structure. The second phase would include the remainder of the residential and mixed-use buildings. The applicant’s conceptual construction phasing timeline (from the Development Agreement) is included in Attachment K and represents one possible scenario for the timeline for project buildout.

Development standards
This section summarizes the proposed project and the development regulations and standards. The conditional development district (or “X” district), also referred to as combining district, is a zoning district specifically established for the purpose of combining special regulations or conditions with one of the zoning districts through a CDP. CDPs allow for customization and modifications to Zoning Ordinance and Municipal Code requirements, provided the proposed project complies with the maximum density and floor area ratio (FAR) for the site. The proposed project includes a CDP for a comprehensive masterplan redevelopment of the project site and the CDP would identify project specific development regulations and design standards.

Density, floor area ratio (FAR), and gross floor area (GFA) The proposed project would be developed at a bonus-level FAR, height, and density and would aggregate development potential across the project site through the CDP. The proposed project does not exceed the maximum allowed density, FAR, or GFA allowed in the O-B and R-MU-B zoning districts. Refer to Table 1 and Table 2 for detailed density, FAR, and GFA details for the proposed project.

The proposed project includes up to 1,730 dwelling units. The EIR studied a project variant that would increase the number of housing units to 1,930 units. These additional 200 units could be enabled through the City’s BMR density bonus or State Density Bonus law. The proposed project does not currently include these additional units; however, studying these additional units in the Draft EIR enables City decision makers to incorporate these units into the project if desired.

Height
The applicant has submitted an analysis in the master plan that documents preliminary compliance with the Zoning Ordinance height requirements for height (average) and maximum height for the project. The CDP includes a request to increase the maximum height of Parcel 3 (Building RS3) to 85 feet. The proposed project heights are outlined in Table 3 below. Maximum and average height compliance would be tracked by staff through the review of each individual building permit.

Table 3: Building Height
Proposed Zoning Ordinance standards*
Building Height (Maximum)**
O-B Zoning 120 feet 120 feet
R-MU-B Zoning 80 feet;
85 feet for (Building RS 3)*** 80 feet
Height (Average)**
O-B Zoning 70 feet 77.5 feet
R-MU-B Zoning 62.5 feet 62.5 feet
* The height limits include the 10-foot height increase allowed for properties within the FEMA flood zone.

Page G-2.445
Staff Report #: 22-056-PC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov ** Maximum height and average height do not include roof-mounted equipment, utilities and parapets used to screen mechanical equipment.
*** The additional height above the Zoning Ordinance maximums can be permitted through the CDP.

Design standards and modification requests
The R-MU-B and O-B zoning districts include design standards for new construction that regulate the siting and placement of buildings, landscaping, parking, and other features in relation to the street; building mass, bulk, size, and vertical building planes; ground floor exterior facades of buildings; open space, including publicly accessible open space; development of paseos to enhance pedestrian and bicycle connections between parcels and public streets in the vicinity; building design, materials, screening, and rooflines; and site access and parking.

Buildings and site features will be reviewed subsequently by the Planning Commission through the architectural control permit review process. The proposal includes modifications from the Zoning Ordinance design standards that would be enumerated in the CDP and each future architectural control review would need to be in compliance. Where a standard is not modified by the CDP, the Zoning Ordinance requirement would apply.

The applicant is requesting the following modifications to the development and design standards to create architectural variation throughout the overall master plan (these may be recurring amongst buildings or building specific requests):
• Building Modulation (Minor and Major);
• Building Step-backs;
• Building setbacks;
• Minimum Base Height;
• Roof Modulations;
• Building Projections;
• Building and Garage Entrances.
• Senior Parking Standards (Vehicles/bicycles);
• Above Ground Parking Structures (Campus District); and • Retail Building Height (Mixed use buildings with retail uses).

For the above listed requests, the applicant has prepared detailed modification requests and justifications (Attachment L). The modification requests include a discussion of the building/site specific reason for the requested modification. In general, City staff believes that the modification requests are supportable and meet the intent of the General Plan and Zoning Ordinance as the modifications have been considered holistically and each future building would continue to provide façade variations, visual interest, and general building articulation. The proposed modifications are located in Section 4 of the draft CDP (Attachment A.8).

Future architectural control reviews by the Planning Commission would help ensure high quality architectural design, and appropriate building massing, materials and architectural elements.

Site signage and outdoor advertising
The CDP would allow the applicant to prepare a master sign program to set the square footage maximums for each parcel/building and to outline the design standards and guidelines for site signage. The Planning Commission would review and act on the master sign program prior to the installation of any signage for the buildings at the project site. Wayfinding signage (e.g. street signs, bike route signage, etc.) would be incorporated into the master sign program. The use of a master sign program would allow for signage to be comprehensively reviewed and incorporated into the masterplan instead of reviewed individually tenant by tenant.

Page G-2.446
Staff Report #: 22-056-PC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov Construction hours and noise compliance
Construction activities for the proposed project may take place outside of typical construction hours and could take place between 7:00 a.m. to 10:00 p.m. Monday through Saturday and from 8:00 a.m. to 6:00 p.m. on Sundays. Construction activities taking place outside of the noise ordinance exemption work hours of 8:00 a.m. to 6:00 p.m. Monday through Friday would generally 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. The mitigation measures would help ensure that the noisiest construction activities would generally take place between 8:00 a.m. to 6:00 p.m. Monday through Friday. Some activities will not be able to take place during those hours (e.g. tunnel and elevated park construction, off-site utility improvements, building concrete pours, etc.) and could exceed the noise ordinance limits, even with mitigation. In addition, components of construction such as pile driving would exceed the construction noise exception during daytime construction hours.

Prior to the issuance of a building permit for each individual phase, the applicant will submit a noise control plan to City for review. The CDP would generally permit pile drivers and similar construction equipment to exceed the 85 decibels at 50 feet requirement, subject to review and approval of the noise control plan.

Additionally, construction activities outside of 8:00 a.m. to 6:00 p.m. may be allowed to exceed the noise ordinance if determined by the Building and Planning Divisions that an exception for specific activities (e.g. pile driving or similar activities) is necessary. Through the CDP and the noise control plan, City staff would ensure that impacts from these activities are limited to the extent feasible and practical and that any extended working hours predominantly comply with the noise ordinance with some exceptions.

Outdoor seating
The applicant is proposing outdoor seating associated with retail and restaurant uses as a permitted use, subject to compliance with standards outlined in the CDP. The CDP includes standards for location and design. The Planning Division would review the outdoor seating for compliance with the CDP.

Sale of beer, wine, and alcohol
To ensure viable retail, restaurant, hotel, and grocery uses, the applicant requests an allowance for on-sale and off-sale California alcoholic beverage control (ABC) licenses. The CDP would permit a certain number of alcohol licenses by use within each district on the project site. The CDP would permit the following types:
• on-site sale of alcohol associated with restaurant uses, • on-site sale of beer and wine only for events (e.g. farmers’ markets), • off-site sale of alcohol for a full service grocery store greater than 20,000 square feet, • off-site sale of alcohol for the gift shop within the hotel; and • on-site sale general (bar and/or restaurant) for the hotel.

The CDP would allow up to seven permits for the Town Square district (inclusive of four permits for the hotel), up to eight permits for the Residential/Shopping district, and up to four for the Office Campus district.

Within those permits, only two off-sale licenses would be permitted through the CDP for the full service grocery store and for the hotel gift shop. The alcohol permits would be subject to the ABC, Planning Division, and Police Department review and approval to ensure safeguards are in place prior to operation.

Additional licenses and license types may be permitted through an administrative or use permit process per the requirements of the Zoning Ordinance.

Parks, paseos, and open space
The proposed master plan includes a minimum required square footage of open space (both publicly accessible and general/common open space) through a combination of parks, a town square, paseos and Page G-2.447
Staff Report #: 22-056-PC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov landscaping. Please refer to the open space exhibit on Sheet G3.05 in master plan (Attachment M) for more details on the proposed open space design and locations. Table 4 below identifies the minimum open space requirement and the proposed open space for the project.

Table 4: Open Space and Landscaping Requirements
Land use
Zoning
requirement (total
open space) (sf)
Zoning
requirement
(publicly
accessible*) (sf)
CDP minimum
open space (sf)
CDP minimum
publicly accessible
open space (sf)
R-MU-B 189,045 (25%) 47,262 (25%) 370,000 160,000
0-B 477,418 (30%) 238,709 (50%) 487,000 200,000
Total - - 857,000 360,000
*publicly accessible open space percentages are calculated from the total required open space.

The proposed open space would meet the design and access requirements of the Zoning Ordinance and would be documented through future architectural control reviews. The paseos and pathways through the site include the multi-use pathway along the eastern edge of the site, connecting with an east-to-west pathway along the northern edge of the main project site that would link to the potential Willow Road Tunnel. The elevated park would function as an east-to-west paseo and the enhanced streetscape along Main Street would also function similar to a paseo. Along the eastern edge of the main project site, the applicant is proposing to construct a minimum 20-foot wide paseo (identified on the Zoning Map as shared between the main project site and the 1350 Adams Court/1305 O’Brien Drive parcel). The project plans identify details for the eastern paseo, enhanced main street bike/pedestrian facilities, and the elevated park.

The publicly accessible park located at the southwest corner of the site is anticipated to be passively landscaped with trees, landscaping, pathways, and open lawn areas. Additionally, the proposed project includes a town square gathering space adjacent to the hotel, meeting and collaboration space, and office campus. The town square would include access to the elevated park and be located in a central site location bringing together the Campus District, hotel, and residential/retail uses.

Trees and landscaping
The majority of the trees on the main project site would be removed to accommodate the construction, specifically the grading for sea level rise resiliency per FEMA and Zoning Ordinance requirements. Table 5 outlines the tree removals associated with the construction of the proposed project.

Table 5: Proposed tree removals
Project component Total trees Heritage size trees
Heritage
tree
removals
Non-heritage tree
removals
Main project site 805 284 276 505
Hamilton Avenue parcels 141 18 3 58
O’Brien Drive off-site
improvements 37 25 16 7
Total 983 327 295 570
Eight heritage trees and 16 non-heritage trees would remain in place on the main project site, mostly along Page G-2.448
Staff Report #: 22-056-PC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov the southern property line. Heritage tree replacements would meet the City’s replacement value requirements. The proposed tree replacement and plantings would include both native and adapted trees and the replacement trees would be reviewed for compliance with City requirements by the City Arborist during future architectural control and building permit applications.

The City Arborist reviewed and conditionally approved the heritage tree removal permits associated with the proposed project, pending action by the City Council on the CDP and subject to authorization from all affected property owners for the off-site heritage tree removals. In addition, tree removals would be restricted until issuance of associated building permits for construction. The draft CDP includes these conditions and requirements.

Green and sustainable building regulations
The proposed project would, at a minimum, comply with the green and sustainable building requirements of the Zoning Ordinance, the City’s current Reach Code, and EV charging requirements. The summary below includes the City’s requirements for the proposed project and compliance would be ensured through the CDP and future architectural control permits:
• Meet 100 percent of its energy demand through any combination of on-site energy generation, purchase of 100 percent renewable electricity, and/or purchase of certified renewable energy credits; • Be designed to meet LEED (Leadership in Energy and Environmental Design) Gold BD+C (Building Design + Construction) for buildings greater than 20,000 square feet and LEED Silver BD+C for buildings between 10,000 and 20,000 square feet;
• Comply with the current electric vehicle (EV) charger requirements adopted by the City Council; • Meet water use efficiency requirements including the use of recycled water for all City-approved nonpotable applications; • Locate the proposed buildings 24 inches above the Federal Emergency Management Agency (FEMA) base flood elevation (BFE) to account for sea level rise; • Plan for waste management during the demolition, construction, and occupancy phases of the project (including the preparation of the required documentation of zero waste plans); and • Incorporate bird friendly design in the placement of the building and use bird friendly exterior glazing and lighting controls.

West Bay Sanitary District is evaluating a recycled water facility for the Bayfront Area and the applicant is participating in that effort. The proposed project would utilize recycled water from this facility; however, if the facility is not available for the proposed project, the applicant would provide an on-site facility. To help ensure that the regional facility is more viable and enable the applicant’s participation in the development of that facility, the DA includes an allowance for the applicant to use potable water for an interim period while the regional facility is being constructed or while the applicant constructs its own facility if West Bay does not move forward with the regional facility. Any interim us of potable water would require the applicant to implement conservation measures to offset some of its potable water use. Staff believes this allowance will help ensure the West Bay facility is more viable and available to supply other users in the Bayfront Area.

In addition, the proposed project would be required to use electricity as the only source of energy for all appliances used for space heating, water heating, cooking, and other activities, consistent with the City’s reach code, with the exception of commercial kitchens that may appeal to use natural gas, which is subject to review and approval by the Environmental Quality Commission. The proposed project would be net zero for non-transportation operational greenhouse gas emissions. The Project proposes to use natural gas for commercial kitchens but the on-site renewable energy generation would off-set any natural gas used in building operations (cooking), any tenants that do not purchase 100 percent renewable energy through Page G-2.449
Staff Report #: 22-056-PC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov PCE, and the routine testing of diesel generators.

Bird friendly design waivers
The proposed project includes a request to modify the City’s bird friendly design standard requirements, allowing for alternative applications to reduce the potential impacts to birds. The applicant submitted a Bird Safe Design Assessment that was peer reviewed by the City’s environmental consultant and determined to meet the City’s bird safe requirements. The EIR incorporated the bird safe waivers in the environmental evaluation and found the impacts less than significant with mitigation. The alternate measures recommended by the assessment report are incorporated into the draft CDP and the report is included in Attachment N.

Hazardous materials (diesel fuel)
As part of the project, the applicant is proposing 13 diesel-powered backup generators throughout the proposed project, including one generator on Hamilton Avenue Parcel North, which would be permitted through a separate review and permitting process. That generator was analyzed in the EIR, however. The general locations and sizing are shown on Sheet G6.07 of the master plan (Attachment O). For the main project site, the use and storage of diesel fuel is administratively permitted. The applicant submitted documentation on the specifications of the generators, which was reviewed by the San Mateo County Health Department, West Bay Sanitary District, Menlo Park Fire Protection District, and the Building Division, and found to be in compliance with applicable standards and each reviewer has approved or conditionally approved these generators. The draft CDP would permit the 12 generators currently proposed on the main project site through a building permit, subject to conformance review with the master plan, hazardous materials information forms, supplemental generator information, and agency reviews. The agency referral forms are in Attachment P. Any additional diesel generators or other applications that involve the storage and use of hazardous materials on the main project site would require an administrative or use permit per the Zoning Ordinance.

Site circulation, parking, transportation demand management The main project site is currently accessible from a traffic signal-controlled intersection at Willow Road via Hamilton Avenue/Hamilton Court and two driveways off northbound Willow Road. Multiple curb-cut entrances off Hamilton Avenue/Hamilton Court lead into the primary parking area for each building.

Hamilton Avenue Parcels North and South are both accessible via one driveway from southbound Willow Road and one driveway along Hamilton Avenue.

The proposed project would comprehensively redevelop the site, creating new vehicular entrances/access points from Willow Road, Hamilton Avenue, Adams Court, and O’Brien Drive. In addition to accommodating vehicular and transit access, the proposed streets would include bicycle and pedestrian infrastructure, and include a comprehensive streetscape plan, including street trees, plantings, green infrastructure, and sidewalks. The proposed site circulation requires an amendment to Figure 2 of the General Plan Circulation Element to modify the location of rights-of-way throughout the main project site. The amendment would also modify the location of paseos and add multi-use pathways within the main project site for bicyclists and pedestrians to traverse the main project site. The proposed connection between Main Street and O’Brien Drive also requires an amendment to the City’s Circulation Element and Zoning Map to create a new connection to O’Brien Drive. A comparison of the site circulation from the adopted General Plan and the Circulation Element amendment is included in Attachment Q.

Site circulation
Excerpted circulation plans (Sheets G4.03- G4.11) showing tram, shuttle, vehicle, service, bicycle, and pedestrian circulation are included in Attachment R.

Page G-2.450
Staff Report #: 22-056-PC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov Key circulation and access components include:
• New east to west street that would connect Willow Road to Main Street within the Project site (identified as Park Street).
• A connection from Willow Road/Hamilton Avenue (northwest portion of the main project site) diagonally to the southeast corner of the Project site (and a new site access to O’Brien Drive). • A connection to Adams Court at East Loop Road that would link to Main Street/Park Street to provide cross-site access.
• Internal streets overlaid in a grid-like pattern within the main project site. • Inclusion of a multi-use bicycle/pedestrian pathway on the eastern edge of the site and an extension of this pathway along the northern edge of the main Project site. • An enhanced bicycle and pedestrian zone along Main Street, including a promenade for bicyclists and pedestrians outside of the vehicular circulation lanes and a Class IV separated bikeway. • An optional publicly accessible tunnel between the main project site, the West and East Meta Campuses, and the Bay Trail.
• An elevated park that would provide an east to west bicycle and pedestrian connection from the Belle Haven shopping center on Hamilton Avenue to the northeast corner of the main project site.

Site access
To accommodate access to the main project site, the proposed project would include offsite improvements on Willow Road, Hamilton Avenue, O’Brien Drive, and Adams Court.

Willow Road
In order to provide adequate access to the main project site, improvements to Willow Road are proposed, as follows:
• Right-of-way widening to accommodate additional left-turn pockets. • Creation of one new signalized intersection (Park Avenue). • Relocation of one signalized intersection (Hamilton Avenue). • Bicycle and pedestrian improvements along the project frontage and crossing improvements at the new intersections.

The proposed left-turn adjustments are currently receiving further analysis. Staff will be coordinating with the applicant and Caltrans to refine the proposed change with a focus on enhancing the safety of the crossings of Willow Road.

Hamilton Avenue
In conjunction with Project site access and to improve traffic operations on Willow Road, the Hamilton Avenue/Willow Road intersection would be relocated approximately 150 feet south of the existing intersection and connect to Main Street on the main project site.

O’Brien Drive
At the southeast corner of the main project site, the proposed project would create a new four-legged roundabout at O’Brien Drive to accommodate site access and area circulation. This intersection would require realignment of O’Brien Drive where it passes through the roundabout. The new roundabout would provide direct access to Main Street and East Loop Road.

Complete Streets Commission review
The Complete Streets Commission reviewed the site circulation and access at its meeting on June 8, 2022 Page G-2.451
Staff Report #: 22-056-PC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov and recommended approval of the General Plan Circulation Element and Zoning Map amendments but provided feedback to improve on-site circulation to prioritize pedestrian and bicycle safety. Since that meeting the applicant team revised the site circulation to address the Commission’s comments and City staff has been working with the applicant to further refine site circulation. Roadway design and cross sections from the masterplan are included in Attachment S. Staff generally supports the proposed changes, which provide reduced travel lanes widths on most streets, additional space for bicyclists, and accommodation of additional capacity primarily on the perimeter of the site per the recommendations of the Complete Streets Commission.

Site parking
Parking throughout the main project site would be provided on streets and within a surface lot on Park Street, in aboveground parking structures (for the Campus District), and in podiums or underground parking garages. Table 6 includes the proposed parking standards and the Zoning Ordinance requirements.

Table 6: Proposed parking ratios and spaces
Project component Development
maximum
Minimum
parking ratio
Minimum
parking
spaces
Maximum
parking
ratio
Maximum parking
spaces
Office/accessory space 1,600,000 sf 2.0/1,000 sf 3,200 2.3/1,000 sf 3,700 Residential (non-age
restricted) 1611 du 1.0/du 1,611 1.02/du 1,644
Residential (agerestricted senior units) 119 du 0.5/du 60 0.5/du 60 Shared parking* n/a 1,052 1,080
Publicly accessible park 38 41
Total 5,961 6,525
*Shared parking includes residential and office visitor, hotel, retail, and on-street passenger and commercial loading spaces, which can be permitted through a shared parking study that the applicant has prepared and is on file with the City.

Parking locations are identified on Sheet G4.01 of the master plan and excerpted in Attachment T. The proposed parking would include electric-vehicle spaces and bicycle parking spaces in compliance with Menlo Park Municipal Code requirements. Parking on the Hamilton Avenue Parcels North and South would be reviewed during subsequent entitlements for compliance with the C-2-S zoning district requirements for off-street parking.

Transportation demand management (TDM)
The City requires all new developments in the R-MU and O zoning districts to reduce their trip generation by 20 percent from standard trip generation rates via TDM strategies. The City has applied the 20 percent reduction after crediting for any trip reductions based on a project’s proximity to complementary land uses, alternative transportation facilities, as well as reductions based on a project’s mixed-use characteristics. The TDM and trip reduction requirement applies to the daily trips, AM peak hour trips, and PM peak hour trips.

The applicant submitted a request to modify the trip reduction to be taken from gross vs net trips (Attachment U). Table 7 outlines the required City standard trip reduction, the trip reduction with the applicant’s request to calculate from the gross trips, and the difference.

Page G-2.452
Staff Report #: 22-056-PC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov Table 7: City standard and proposed trip reductions
City standard trip
reduction
Applicant proposed trip
reduction Delta
Office
Daily trips 15,837 18,237 + 2,400
AM peak period 1,670 1,670 n/a
PM peak period 1,670 1,670 n/a
Residential/Mixed Use
Daily trips 13,048 15,026 +1,978
AM peak period 644 726 +82
PM peak period 1,100 1,237 +137
The applicant is requesting to modify the City’s standard practice through the CDP, to calculate the 20 percent trip reduction from the gross ITE rates. The City’s Transportation and Planning Divisions have evaluated this request to determine the appropriateness of this adjustment compared to the City’s General Plan goals, policies, and programs. While the proposed modification would increase the total number of trips since the reduction would be taken from the gross instead of the net trips after accounting for the project land uses, staff believes that the proposed project includes unique characteristics that justify calculating the trip reduction from the gross trips. Specifically, the proposed project would result in a true mixed-use project that would inherently reduce the number of vehicle trips due to site design and land uses.

Other projects in the R-MU, LS, and O zoned districts have been single land use projects or predominately a single land use with a small amount of supporting retail uses. The transportation impact analysis prepared for the proposed project applied the applicant’s requested modification, studying the potential effects (CEQA and non-CEQA) with a higher number of trips. The proposed project would result in a less than significant impact on impact on vehicle miles traveled after application of further trip reductions specific to the residential land use. Congestion created by the project would be addressed through recommended intersection improvements.

The applicant is proposing a trip cap for the Campus District that would operate similar to the existing trip caps on the East and West Campus that would be monitored daily (Attachment V). For the non-Campus district uses (retail, residential, and hotel), the proposed project would implement a monitoring plan. The CDP requires the applicant to implement its TDM monitoring plan that includes trip count monitoring and origin/destination and parking surveys to determine compliance with the trip reductions outlined in Table 7.

The annual monitoring would be different than the trip cap monitoring for the Campus District, which would be monitored daily. The TDM plan that includes the monitoring plans for both the Campus District and the Town Square and Residential/Shopping Districts is included in Attachment W.

Trip cap allowable exceedances
The Campus District trip cap proposal includes event day and non-event exceedances. The applicant states that Meta hosted approximately 150 events in the Bay Area annually prior to Covid-19 and that the new Meeting and Collaboration Space would allow Meta to consolidate its regional events. Estimated number of events by size are in Table 8.

Page G-2.453
Staff Report #: 22-056-PC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov To accommodate the events, the applicant is requesting an allowance for up to 25 trip cap exceedances during a calendar year for events. For comparison, the East and West Campuses include an allowance for up to 12 event exemptions. The applicant is also requesting 3 non-event exceedances every 180 days provided the applicant is in compliance with the limit, which is consistent with the allowances for the East and West Campuses.

According to the event management plan provided by the applicant (Attachment X), there could be up to 15 medium size events for 1,001 to 2,500 persons and 10 large size events for 2,501 to 5,000 persons. To ensure that the events and potential trip cap exceedances limit impacts to the surrounding areas, the applicant would provide the individual medium and large event management plans to the City for review in advance and also provide event assessments after to the City with best practices and recommended improvements for inclusion in future event management plans. The trip cap exceedances will be reported annually to the City’s Public Works Department to confirm that exceedances are attributed to valid event exclusions. Per the Trip Cap Policy, the applicant would also monitor transportation network companies (TNCs) trips for one event each quarter for two years to provide additional data on event operations and travel patterns.

Level of service or roadway congestion analysis (non-CEQA transportation analysis) The City’s TIA Guidelines require that the TIA also analyze LOS for planning purposes. The LOS analysis determines whether the project traffic would cause an intersection LOS to be potentially noncompliant with local policy if it degrades the LOS operational level or increases delay under near term and cumulative conditions. Attachment Y includes an excerpt from the Transportation Chapter of the Draft EIR that further explains the LOS thresholds and the identified deficiencies and recommended improvements measures to comply with the TIA Guidelines. Where deficiencies are identified, the TIA Guidelines require consideration of improvement measures. The CDP identifies the recommended improvement measures that the City determined to be feasible for near term improvements and fair share payments for cumulative intersection improvements. The draft conditions include input from East Palo Alto for improvements at Kavanaugh Drive and O’Brien Drive and fair share payment for intersections in East Palo Alto. These measures are included as conditions in the CDP (Section 14).

Given past feedback from the public and Council Members, staff have identified that some of the near term intersection investments may warrant additional discussion:
• Willow Road and Bay Road. The project would be conditioned to add a right turn lane from Willow Road westbound at Bay Road and an additional left turn lane from Bay Road onto Willow Road. The latter portion of this proposed change was also conditioned for the Menlo Uptown project and would not be conditioned for Willow Village. Separately, as part of a grant proposal to the California Active Transportation Program, staff has developed separated bikeway and pedestrian improvements at this Table 8: Estimated meeting and collaboration space events Event size Number of attendees Number of events
Small events 100 – 1,000 persons 30
Medium events 1,001 – 2,500 persons 15
Large events 2,501 – 5,000 persons 10
Total 55
Page G-2.454
Staff Report #: 22-056-PC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov location. Staff proposes to work with the applicant and Caltrans to incorporate the current City recommendations at this location to improve the safety of this intersection. • O’Brien Drive and Adams Drive. The project would be conditioned to install a signal at this intersection, conditioned on it meeting warrants. Staff believes this is an appropriate investment that would help direct traffic into Willow Village and other developments and out of nearby residential areas within the City of East Palo Alto.
• East Palo Alto. The project would be conditioned to contribute to several improvements within East Palo Alto. These were developed consistent with East Palo Alto’s traffic impact analysis guidelines and staff has worked with East Palo Alto staff and the applicant to develop an approach to making these contributions.

The project also has conditions to provide fair share contributions to intersection investments at two locations due to cumulative impacts:
• Marsh Road and Bohannon Drive/Florence Street. The project would be conditioned to contribute to an investment that would add a right turn lane on southbound Marsh Road. This improvement would likely require either narrowing or eliminating the existing median, limit the addition of bicycle lanes on Marsh, or require more substantial reconstruction of the street. Because of these challenges, staff recommends that the Planning Commission recommend removal of this fair share contribution from the CDP. • Willow Road and Durham Street. The project would reconfigure the lanes on Durham Street to separate the right-turn movement and combination of the left and thru movement. This will provide a modest improvement to the operations of this intersection. Staff recommends retaining the fair share contribution to this investment.

General Plan Circulation and Zoning Map amendments
As discussed in the previous section, the proposal includes amendments to the General Plan and Zoning Map to accommodate the proposed site access and circulation. City staff have reviewed the proposed amendment and determined that the proposed circulation would comply with the City’s General Plan roadway classifications and the revised layout and access would generally meet the intent of the Circulation Element and Zoning Map.

Vesting tentative maps
The phased vesting tentative maps for the main project site propose to merge the existing parcels then resubdivide them to create parcels for residential, retail, hotel, and office developments; new public rights-ofway for street purposes; parcels for private street purposes; and park open space parcels. Multiple final maps are anticipated to match the proposed phasing. A vesting tentative map for the Hamilton Avenue Parcels would reconfigure the existing parcels and provide for the realignment of Hamilton Avenue.

It is anticipated that the proposed right-of-way abandonment on both Hamilton Avenue and Hamilton Court would occur through the subdivision mapping process; alternate public rights-of-way also would be dedicated through the subdivision mapping process. The main project site would include approximately 5 acres of public right-of-way (inclusive of the existing abandoned rights-of-way). These public rights-of-way are anticipated to include Main Street (between Willow Road and West Street and between Park Street and O’Brien Drive), West Street, Park Street, and East Loop Road (from O’Brien Drive to Adams Court).

The vesting tentative map for the main project site and the vesting tentative map for the Hamilton Avenue Page G-2.455
Staff Report #: 22-056-PC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov parcels are included in Attachments Z and AA.

Below market rate (BMR) ordinance and BMR Guidelines
The City’s BMR Housing Program Guidelines requires a minimum of 15 percent of the proposed dwelling units for residential development projects with 20 or more units be set aside for low-income households or an equivalent alternative. The proposed project includes commercial retail and office spaces that would be required to provide below market rate housing units on site or off site, or and/or pay the commercial linkage fee. The applicant is proposing 312 BMR units, inclusive of the 260 inclusionary units and 52 units associated with the non-residential square footage (inclusive of credits for existing commercial square footage). The applicant’s BMR proposal letter is included in Attachment BB.

The applicant is proposing to allocate 119 BMR units to a standalone affordable residential building dedicated to seniors (either 55 or 62 and up depending on financing requirements). The proposed agerestricted BMR units would be dedicated to extremely low and very low income seniors and would be mostly studios and one bedroom units. The applicant’s BMR proposal states that the standalone building, in partnership with Mercy Housing (or similar affordable housing developer), would allow the project to incorporate essential services.

The applicant proposes 193 non-age restricted BMR units. The applicant has proposed a low income equivalency mix that includes extremely-low, very-low, low-, and moderate-income BMR units. The breakdown of the number of units by income level (age-restricted and non-age restricted) are in Table 9.

The table shows that a large portion of extremely low and very low income units are located within the 100 percent affordable, age-restricted senior building while the BMR units in the non-age-restricted, mixedincome residential buildings target low- and moderate-income households.

Table 4: BMR income and unit size breakdown at full buildout Category Area median
income limit
Number
of units
Studios One
bedrooms
Two
bedrooms
Three
bedrooms
Extremely low (senior) 30% 82 74 8 0 0
Very low (senior) 50% 37 33 4 0 0
Low (non-age restricted) 80% 76 17 35 23 3
Moderate (non-age restricted) 120% 117 30 50 32 3
Total units 312 154 97 55 6
The draft BMR Agreements are included in Attachment A.12 (age restricted units) and Attachment A.13 (non-age restricted units). On August 3, 2022 the Housing Commission reviewed the BMR proposal and voted 6-0 to recommend approval of the applicant’s BMR proposal with the income limits, distribution, and unit sizes outlined in Table 9 above. The BMR proposal includes modifications to the BMR Guidelines to deviate from the proportionality and location requirements. Specifically, the standalone senior building would result in a higher percentage of BMR studio units than the ratio of studio units within the overall project which would not comply with the proportionality requirement that the BMR unit sizes match the ratio of unit sizes in the market rate units. Additionally, the senior BMR building would be dedicated to extremely low and very low income seniors. The applicant proposes a low income equivalency mix and with the Page G-2.456
Staff Report #: 22-056-PC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov deeper affordability in the age-restricted building, the BMR units in the non-age-restricted, mixed-income residential buildings would be for low- and moderate-income households, with the majority for moderate income households. Additionally, the BMR Guidelines require BMR units to be generally evenly distributed throughout the proposed project and the provision of a standalone building would not necessarily comply with the location/distribution requirement. The BMR agreements would result in a project that meets the inclusionary and commercial linkage requirements at full build out. During the phased development there may be times when the on-site BMR units are below the minimum requirements; however, upon completion of the standalone senior building the proposed project would comply with minimum BMR requirements.

Section 13 of the BMR Guidelines allow for the City to approve reasonably equivalent alternatives to the characteristics of the proposed BMR units and the affordability mix. The Planning Commission should consider the Housing Commissions recommendation on the BMR proposal, inclusive of the modifications to the location/distribution and proportionality requirements.

Community amenities
The Office (O), Life Sciences (LS) and Residential Mixed-use (R-MU) zoning districts allow for bonus level development (i.e., increases in height, density and intensity) in exchange for community amenities in the area between Highway 101 and the San Francisco Bay. The community amenities were identified and prioritized through public outreach and input, but the ordinance allows the adopted community amenities list to be updated to reflect evolving community needs and priorities. Amenities not contained in the adopted list may be provided by a specific proposed project through a DA for that project. The required community amenity value is 50 percent of the increase in value of the bonus level development above the base level of the Zoning Ordinance determined through a bonus level development appraisal. More details on the appraisal process can be found in the City’s appraisal instructions (Attachment CC.) Proposed community amenities
Through the appraisal review process, the City determined that the project’s community amenities obligation is $133.3 million (Attachment D.)
The applicant submitted a community amenities proposal, which is included in Attachment DD. A summary letter of the community amenities proposal updates is included in Attachment EE. The proposed community amenities include items that are identified on the current community amenities list and community amenities through the DA. Table 10 below identifies the summary of the amenity, the City’s preliminary and final value, and whether the item is on the adopted community amenities list or a possible amenity through the DA.

Table 10: Summary of project community amenities
Amenity
Original
BAE (City’s)
valuation
Final City
Valuation
Delta (City’s
original to
final value)
Amenity on
City Council
adopted list
Possible
amenity
provided
through DA
Grocery store space $30,450,935 $30,450,935 n/a X
Grocer space rent
subsidy $1,972,630 $1,972,630 n/a X
Pharmacy $992,340 $992,340 n/a X
Dining options $10,316,257 $10,316,257 n/a X
Page G-2.457
Staff Report #: 22-056-PC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov Community
entertainment offerings $12,247,793 $12,247,793 n/a X
Bank or credit union $1,557,964 $1,557,964 n/a X
Elevated park
improvement costs $133,668,672 $66,834,336 ($66,834,336) X Town square
Improvement Costs $15,517,431 $15,517,431 n/a X
Teacher housing rent
subsidies $1,745,319 $1,745,319 n/a X
Excess public open
space $18,078,137 $18,078,137 n/a X
Open space operations
& maintenance costs $4,656,361 $4,656,361 n/a X
Funding for job training
programs $8,304,907 $8,304,907 n/a X
Bayfront Area shuttle $9,700,000 $9,700,000 n/a X
Willow Road feasibility
study $100,000 $100,000 n/a X
Funding for additional
affordable housing $5,000,000 $5,000,000 n/a X
Funding for installation
of air quality and noise
monitoring in Belle
Haven
$2000,000* $200,000* n/a X
Total $267,167,746 $187,724,410 ($94,443,336)
Required amenities
value $133,300,000
*The funding for the installation of air quality and noise monitoring stations in Belle Haven has increased from $150,000 to $200,000 since the submittal of the last community amenities proposal and this is reflected in the DA.

The City’s valuation is based on an independent analysis prepared by BAE Urban Economics and included in Attachment E. For the elevated park, the City Council subcommittee recommended that the applicant receive 50 percent of the value since the elevated park predominately serves the proposed project, but does provide a grade separated connection from the Hamilton Avenue Parcel North (and the Belle Haven neighborhood) to the main project site. The draft CDP and DA include detailed timing and operational requirements for the community amenities.

City Council review and input
The City Council initially reviewed and provided feedback on the applicant’s community amenities proposal at its meeting on May 24, 2022. The table above reflects revisions made by the applicant in response to the Page G-2.458
Staff Report #: 22-056-PC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov study session and additional meetings with the City Council subcommittee for the proposed project.

Through these reviews and discussions, the applicant has removed the Willow Road Tunnel, community mobile market, and dog park, and added funding for additional affordable housing, funding for the Willow Road feasibility study, funding for installation of air quality and noise monitoring sensors (one each) in the Belle Haven neighborhood, and the creation and operation of a shuttle from the project site through the Bayfront Area (including Belle Haven, Independence/Constitution, and Haven Avenue areas) to be in operation for 17 years starting when the grocery store opens or upon completion of the Elevated Park within the main project site. The values for those additional community amenities were not reviewed by the City’s Consultant since the amenities include funding or the operation of a shuttle and not the value of physical community amenities. In a follow up City Council study session on the proposed community amenities on August 23, the City Council provided general support for the proposal with individual members providing additional clarifications.

Development Agreement
A development agreement (DA) is a negotiated contract between a developer and a city that both allows the city to impose conditions on development projects beyond the city’s municipal code requirements and provides certainty to the developer by limiting the city’s ability to apply changes to regulatory standards and impact fees to the project for a certain period of time. A development agreement must be approved by ordinance. The DA with Peninsula Innovation Partners is for a term of 10 years, which can be extended for an additional 7 years if specific provisions are met. The DA includes community amenities and public benefits for the City beyond what is required in the municipal code, as well as deadlines for the developer to construct or provide those community amenities or public benefits. The DA is included in Attachment A.10.

In addition to the community amenities discussed earlier, the public benefits include requirements for the developer to make payments to the city to offset lost revenue from the hotel in the event of construction delays (i.e. gap payment); ongoing job training and career experience programs; and stakeholder support for Dumbarton Rail Corridor Project and Dumbarton Forward. Terms of the DA that are favorable for the applicant include the term of the DA for vested rights and terms that prohibit the city from requiring developer to pay (i) new impact fees adopted after the development agreement becomes effective, or (ii) increased impact fees unless the increase is based on escalation provisions in effect when the development agreement becomes effective. These impact fee limitations last for the full term of the DA and the first 3 years of the extended term if an extension is granted.

Exhibit D to the development agreement (Attachment FF) memorializes the detailed project phasing and timing for community amenities and other key components of the proposed project.

Fiscal impact analysis
The City’s consultant, BAE, prepared a fiscal impact analysis (FIA) of the proposed project (Attachment C).

In addition to the proposed project, the FIA examines the fiscal impacts of an Increased Residential Density Variant that would include an additional 200 residential units for a total of up to 1,930 units. The FIA addresses the net increase in revenues and expenditures and resulting net fiscal impact of the Proposed project and the Increased Residential Density Variant on the following:
• City of Menlo Park General Fund,
• Menlo Park Fire Protection District,
• School districts that serve the project area, and
• Other special districts that serve the project area.

Page G-2.459
Staff Report #: 22-056-PC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov Selected FIA findings are summarized in the table in Attachment GG. As shown below, the FIA estimates that the proposed project and the increased residential density variant would both have a positive net fiscal impact on the City of Menlo Park’s annual General Fund operating budget. The proposed project and the increased residential density variant would also both generate a net positive fiscal impact for the Menlo Park Fire Protection District, Sequoia Union High School District, and the Ravenswood City Elementary School District. In addition to the ongoing fiscal impacts shown in the table below, the project would be required to pay various impact fees to the City of Menlo Park and the two school districts. It should be noted that without the hotel, there would be a net negative fiscal impact to the City of Menlo Park. The DA includes a gap payment provision until the hotel is constructed to off-set the annual negative fiscal effect of the proposed project.

CEQA review
As stated in the CEQA Guidelines, an EIR is an informational document that is intended to provide the City, responsible and trustee agencies, other public agencies, and community members with detailed information about the potential environmental effects that could result from implementing the proposed project, examine and implement mitigation measures to reduce or avoid potentially significant physical environmental impacts if the proposed project is approved, and consider feasible alternatives to the proposed project, including a required No Project Alternative. The Final EIR, which includes the Draft EIR by reference, is included through the hyperlink in Attachment A.1.

The Project site is within the General Plan and M-2 Area Zoning Update (ConnectMenlo) study area.

ConnectMenlo, which updated the City’s General Plan Land Use and Circulation Elements and rezoned land in the M-2 Area (now referred to as the Bayfront Area), was approved on November 29, 2016. Because the City’s General Plan is a long range planning document, the ConnectMenlo Final EIR was prepared as a program EIR, pursuant to CEQA Guidelines Section 15168. Section 15168(d) of the CEQA Guidelines provides information for simplifying the preparation of subsequent environmental documents by incorporating by reference analyses and discussions. CEQA Guidelines Section 15162(d) states that where an EIR has been prepared and certified for a program or plan, the environmental review for a later activity consistent with the program or plan should be limited to effects that were not analyzed as significant in the prior EIR or susceptible to substantial reduction or avoidance. The project-level EIR was prepared in accordance with the terms of the settlement agreement between the cities of Menlo Park and East Palo Alto, which allows for simplification in accordance with CEQA Guidelines Section 15168 for all topic areas, except housing and transportation.

The City released the Draft EIR for public review and comment on April 8, 2022. The comment period closed on May 23, 2022. While the project-level Draft EIR tiers from the ConnectMenlo program-level EIR where appropriate, most CEQA topic areas were included in the Draft EIR, including the following:
• Aesthetics • Hazards and hazardous materials
• Air quality • Land use and planning
• Biological resources • Noise
• Cultural resources • Population and housing
• Tribal cultural resources • Public services
• Energy • Transportation
• Geology and soils • Utilities and service systems
• Greenhouse Gas emissions • Hydrology and water quality Section 15128 of the CEQA Guidelines states that “an EIR shall contain a statement briefly indicating the Page G-2.460
Staff Report #: 22-056-PC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov reasons that various possible significant effects of a project were determined not to be significant and were therefore not discussed in detail in the EIR.” Implementation of the Proposed project would not result in significant environmental impacts on agricultural and forestry resources or mineral resources. These issues are not analyzed in the EIR.

Impact analysis
Impacts are considered both for the project individually, as well as cumulatively, for the project in combination with other reasonably foreseeable probable future projects and cumulative growth. The EIR identifies and classifies the potential environmental impacts as:
• No Impact (NI)
• Less than Significant (LTS)
• Significant (S)
• Potentially Significant (PS)
Where a significant or potentially significant impact is identified, mitigation measures are considered to reduce, eliminate, or avoid the adverse effects (less than significant with mitigation). If a mitigation measure cannot eliminate/avoid an impact, or reduce the impact below the threshold of significance, it is considered a significant and unavoidable impact. The following determinations are then applied to the impact. • Less than Significant with Mitigation (LTS/M)
• Significant and Unavoidable (SU)
The EIR prepared for the Project identifies less than significant effects and effects that can be mitigated to a less-than-significant level in all topic areas except air quality and noise. The EIR finds that impacts related to air quality and noise would be significant and unavoidable. The Proposed Project would result in potentially significant impacts related to transportation, air quality, energy, greenhouse gas emissions, noise, cultural and tribal cultural resources, biological resources, geology and soils, hydrology and water quality, and hazards and hazardous materials, but these impacts would be reduced to a less-thansignificant level with implementation of identified mitigation measures. Impacts related to land use, aesthetics, population and housing, public services and recreation, and utilities and service systems would be less than significant without any mitigation measures. The mitigation monitoring and reporting program (Attachment A.3) includes the impacts and mitigation measures for the proposed project, including mitigation measures for the significant and unavoidable impacts to reduce the impact but not to a less than significant level. A more detailed analysis of the proposed project’s impacts and associated mitigation measures by topic area is provided in the EIR.

Response to comments and Final EIR
The Final EIR is now available (Attachment A.1), and comprises a response to comments chapter that responds to each unique comment on the environmental analysis received during the 45-day draft EIR comment period, text edits to the draft EIR, and the Draft EIR that is incorporated by reference. The comments on the Draft EIR and the responses thereto did not result in any previously identified impacts. No new significant environmental impacts and no substantial increases in the severity of previously identified impacts have resulted after responding to comments. In addition, there are no feasible alternatives or mitigation measures that are considerably different from others previously analyzed that would clearly lessen the environmental impacts of the Proposed project that the Project proponent has declined to adopt.

Therefore, any changes to the text of the Final EIR were limited to corrections and clarifications that do not alter the environmental analysis.

Page G-2.461
Staff Report #: 22-056-PC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov The City, prepared the cultural and tribal cultural resources analyses in the draft EIR in consultation with the three tribal nations that requested consultation under Assembly Bill 52 and Senate Bill 18. In response to the Tamien Nation’s comments on the draft EIR the City further consulted and developed the additional studies and revised mitigation measures, including the decision to create a standalone Tribal Cultural Resources chapter. This topic area was previously included within the Cultural and Historic Resources topic area. While the mitigation measures for tribal cultural resources have been revised, the findings of significance did not change and no new impacts were identified. The revised mitigation measures were developed in consultation with the Tamien Nation. The City also consulted with the Amah Mutsun Tribal Band of San Juan Bautista and Muwekma Ohlone Tribe of the San Francisco Bay Area. Neither tribe provided comments on the mitigation measures; however, the Amah Mutsun Tribal Band provided a comment letter (Attachment HH) on the draft Tribal Cultural Resources Chapter. The City continues to work with both tribes to determine if any errata to the Final EIR should be incorporated prior to certification.

In addition to responding to written comments and oral comments presented at the April 25, 2022 Draft EIR public hearing, the Final EIR includes master responses that address the potential for a further reduction in parking and a possible vehicular connection to Bayfront Expressway (excerpts in Attachment II). The analysis determined that these would not be viable alternatives or mitigation measures.

The Final EIR includes revisions to the Draft EIR to update mitigation measure numbering. In one location, the mitigation measure reference was not updated consistent with the revisions to other references to mitigation. The revised Section 3.8, Cultural Resources, that was included in the Final EIR contained text that stated that Mitigation Measure CR 2.2 would apply to the Hamilton parcels. However, Mitigation Measure CR 2.2 was replaced with Tribal Cultural Resources (TCR) 1.2, as indicated elsewhere in the same paragraph and the text has been updated in an errata that will be included in the Final EIR for the City Council review. The summary of changes is included in Attachment JJ.

Significant and unavoidable impacts
While identified impacts for most topic areas can be mitigated to a less than significant level with projectspecific mitigation measures or the application of mitigation measures from the certified ConnectMenlo program level Final EIR, impacts related to air quality and noise remain significant and unavoidable even with the application of mitigation measures. CEQA Guidelines Section 15126.2(c) requires EIRs to include a discussion of the significant environmental effects that cannot be avoided if the proposed project is implemented. More detailed analysis for each impact and associated mitigation measures (applied even if unable to fully reduce the impact to less than significant) are included in the air quality (Chapter 3.4) and noise (Chapter 3.7) sections of the EIR.

Air Quality Impacts
Impact AQ-1: Project operations would disrupt or hinder implementation of the Bay Area Air Quality Management District’s (BAAQMD’s) 2017 Clean Air Plan. Prior to adoption of the 2017 Clean Air Plan, the General Plan and M-2 Area Zoning Update (ConnectMenlo) EIR determined that emissions of criteria air pollutants and precursors associated with the operation of new development under ConnectMenlo would generate a substantial net increase in emissions that would exceed the BAAQMD regional significance thresholds and that operational impacts would be significant and unavoidable. Similarly, Project operations would exceed BAAQMD’s operational reactive organic gasses (ROG) threshold (see Impact AQ-2 below).

The proposed project would not result in a substantial change in the ConnectMenlo project and would not cause new or substantially more severe significant impacts than those analyzed in the ConnectMenlo EIR.

However, as discussed under Impact AQ-2, below, implementation of Mitigation Measure AQ-1.2 would decrease the proposed project’s full build-out operational ROG emissions, but there is no feasible mitigation Page G-2.462
Staff Report #: 22-056-PC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov available to reduce the proposed project’s operational ROG emissions to a level below the BAAQMD threshold. The proposed project’s ROG emissions would remain above the BAAQMD ROG threshold after implementation of all feasible mitigation measures.

Impact AQ-2: Operation of the proposed project would generate levels of net ROG that would exceed BAAQMD’s ROG threshold. As discussed above, the ConnectMenlo EIR determined that emissions of criteria air pollutants and precursors associated with operation of new development under ConnectMenlo would result in significant and unavoidable impacts. The proposed project would implement Mitigation Measure AQ-1.2, which would require use of super-compliant architectural coatings during operations at all buildings. However, ROG emissions from consumer products constitute most of the operational ROG emissions associated with the proposed project. The City of Menlo Park (City) and applicant would have minimal control over what consumer products project users would purchase. There are no additional mitigation measures to reduce ROG from consumer products. Thus, although the proposed project would not result in a substantial change in the ConnectMenlo project and would not cause new or substantially more severe significant impacts than those analyzed in the ConnectMenlo EIR, net mitigated operational ROG emissions would still exceed BAAQMD’s ROG threshold after implementation of all feasible mitigation measures.

Impact C-AQ-1: Cumulative development in the San Francisco Bay Area Air Basin (SFBAAB) would result in a significant and unavoidable cumulative impact with respect to air quality as a result of an exceedance of BAAQMD criteria pollutant thresholds, even with implementation of all feasible mitigation. The ConnectMenlo EIR determined that criteria air pollutant emissions generated by cumulative development would exceed BAAQMD’s project-level significance thresholds and that cumulative impacts related to criteria air pollutants under ConnectMenlo would be significant and unavoidable. The proposed project would not result in a substantial change in the ConnectMenlo project and would not cause new or substantially more severe significant impacts than those analyzed in the ConnectMenlo EIR. As a result of its operational ROG emissions, in excess of the BAAQMD ROG threshold, even after implementation of all feasible mitigation (see Impact AQ-2 above), the proposed Project would be a cumulatively considerable contributor to a significant and unavoidable cumulative impact on air quality with respect to criteria pollutants.

Noise Impacts
Impact NOI-1: Impacts related to construction during the day, construction during non-exempt daytime hours, construction during the night, potential intersection improvements, and construction of offsite improvements would be significant. The ConnectMenlo EIR determined that future projects in Menlo Park could result in construction‐related noise levels that would exceed noise limits; however, with implementation of mitigation measures and compliance with the City Noise Ordinance, impacts would be less than significant. With respect to the proposed project, noise impacts on offsite uses from construction, including the construction of certain offsite improvements, would remain significant, even after implementation of feasible mitigation measures. In addition, construction noise impacts on onsite land uses during early morning and evening hours would be significant, even after implementation of feasible mitigation measures. Thus, the proposed project would cause a new or substantially more severe significant impact than that analyzed in the ConnectMenlo EIR.

Impact NOI-2: Offsite vibration levels may exceed applicable vibration-related annoyance thresholds at nearby sensitive uses during daytime and nighttime construction on the site. The impacts would be significant, even after implementation of feasible mitigation. Likewise, construction vibration from offsite improvements would exceed annoyance thresholds. The impacts would be significant, even after mitigation.

The ConnectMenlo EIR determined that future projects in Menlo Park could expose people to or generate Page G-2.463
Staff Report #: 22-056-PC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov excessive ground-borne vibration or ground-borne noise levels, but that with implementation of mitigation measures, impacts would be less than significant. Thus, the proposed project could cause a new or substantially more severe significant impact than that analyzed in the ConnectMenlo EIR.

Project variants
The EIR includes an environmental analysis the following four variants to the Proposed Project:
• No Willow Road Tunnel Variant
• Increased Residential Density Variant (200 additional dwelling units) • No Hamilton Avenue Realignment Variant
• Onsite Recycled Water Variant
With the exception of the Increased Residential Density Variant, the impacts in each variant are the same or reduced compared to the proposed Project. For the Residential Density Variant, air quality impacts related to reactive organic gases (ROG) would increase due to the increase in residential population. This variant, like the proposed Project, would result in a significant and unavoidable impact regarding obstruction of implementation of clean air plans and criteria pollutants.

Project alternatives
The CEQA Guidelines require study of a reasonable range of alternatives to the proposed project; a “reasonable range” includes alternatives that could feasibly attain most of the project’s basic objectives, while avoiding or substantially lessening any of the significantly adverse environmental effects of the project. An EIR does not need to consider every conceivable alternative to a project, but it must consider a reasonable range of potentially feasible alternatives that will foster informed decision-making and public participation. Section 15126.6(e) of the State CEQA Guidelines requires the evaluation of a No Project Alternative. Other alternatives may be considered during preparation of the EIR and will comply with the State CEQA Guidelines. The Draft EIR alternatives analysis focused on potential alternatives to reduce the significant and unavoidable impacts associated with air quality (conflict with air quality plan, operation, and cumulative criteria air pollutants) and noise (construction noise levels, vibration annoyance, and cumulative noise and vibration impacts). The Draft EIR includes the following alternatives. For a summary and list of the alternatives considered but rejected, please review Chapter 6: Alternatives of the Draft EIR.

1. No Project Alternative: Under this alternative, no additional construction would occur at the project site with implementation of the No Project Alternative. The existing buildings and landscaping on the project site would not be demolished and would instead remain in place and be used and maintained the same as current conditions. The applicant would not construct the new buildings, establish open space area, or install infrastructure. There would be no realignment of Hamilton Avenue at Willow Road and no additional streets within the main project site.

2. No Willow Road Tunnel Alternative: Under this alternative, the proposed project would be implemented, but without the Willow Road Tunnel. The trams would use the public street network, Bayfront Expressway and Willow Road to access the proposed Campus District. Historically, three tram routes have served the Willow Village campus. Without the Willow Road Tunnel, the trams would continue to operate as they do under baseline conditions. Without the tunnel connection, the line that operates between the Classic and Willow campus would continue to use Willow Road, as it does under current conditions.

Most pedestrians and bicyclists accessing the Willow Village Campus District would use the onstreet bike lanes and sidewalk improvements to move along the Willow Road corridor and would Page G-2.464
Staff Report #: 22-056-PC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov cross at the Willow Road and Main Street/Hamilton Avenue intersection. Pedestrians and bicyclists desiring to access the Bay Trail or the other Meta campuses would use (i) the bike/pedestrian trail within the City public utility easement located adjacent to and immediately west of Willow Road or (ii) the Elevated Park. Pedestrians and bicyclists would access the Elevated Park using publicly accessible stairs and elevators located within or adjacent to Hamilton Avenue Parcel North and within Town Square. (This alternative was also studied as a project variant.) The Willow Road Tunnel is an optional project feature and the applicant may elect to not proceed with the tunnel. If the City Council ultimately approves the proposed project it would be approving the proposed project and this alternative, which would be implemented at the discretion of the applicant.

3. Base Level Development Alternative: This alternative would consist of the proposed project but developed to be consistent with the “base-level” development standards in R-MU zoning district, which allow for a maximum density of up to 30 dwelling units per acre (du/acre) and a maximum height of up to 40 feet. For the O zoning district, the base-level development standards allow for a floor area ratio (FAR) of 0.45 (plus 10 percent for non-office commercial uses and 175 percent for hotels) and a maximum height of 35 feet (110 feet for hotels). The proposed project proposes “bonus-level” development in exchange for providing community amenities, and the Base Level Development Alternative would not involve this exchange. Table 4 below summarizes the density and intensity of the proposed project and the Base Level Development Alternative. It is anticipated that publicly accessible and general open space would be constructed at the Zoning Ordinance required minimum in this alternative, where the proposed project would exceed the minimum requirement.

Table 11: Base Level Development Alternative Density and Intensity Base Level Alternative Zoning Ordinance bonus level
standards (maximums)*
Residential dwelling units 519 units 1,730 units
Residential square footage 678,390 s.f. 1,701,404 s.f.

Residential floor area ratio 90% 225%
Commercial Retail
square footage 166,321 397,848 s.f.

Commercial Retail
floor area ratio 10% of office zoned area 25%
Office square footage 826,906 s.f.* 1,780,436 s.f.

Office floor area ratio 58.4% 125%
Hotel rooms 193 n/a
* Office includes the non-residential commercial square footage from the R-MU zoning district.

4. Reduced Intensity Alternative: Under this alternative scenario, the proposed project would be developed utilizing the bonus level development provisions but at a lower density and intensity. Both the total residential and non-residential square footage would be reduced compared to the proposed project. Construction of this alternative would also be conducted in one phase rather than in the two Page G-2.465
Staff Report #: 22-056-PC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov phases planned for the proposed project. Table 5 below summarizes the density and intensity of the proposed project and the Reduced Intensity Alternative. It is anticipated that publicly accessible and general open space would be constructed at the Zoning Ordinance required minimum in this alternative, where the proposed project would exceed the minimum requirement.

Table 12: Reduced Intensity Alternative Density and Intensity Reduced Intensity Alternative Proposed project (CDP
Standards)
Residential dwelling units 1,530 units 1,730 units
Residential square footage 1,499,909 s.f. 1,696,406 s.f.

Residential floor area ratio 220% 224.3%%
Commercial Retail
square footage 88,000 200,000 s.f.

Commercial Retail
floor area ratio 5.5% of office zoned area 12.6%
Office square footage 1,225,000 s.f.* 1,600,000 s.f.*
Office floor area ratio 86.5% 113%
Hotel rooms 193 n/a
* Office includes the non-residential commercial square footage from the R-MU zoning district.

Table 6-12 from the EIR contains a comparison of the impacts of the proposed project to the project alternatives. Table 6-12 is included in Attachment KK. The No Project Alternative would be the environmentally superior alternative. State CEQA Guidelines Section 15126.6(e)(2) states that when the noproject alternative is identified as the environmentally superior alternative, the EIR must also identify an environmentally superior alternative from among the other alternatives. Selection of an environmentally superior alternative necessitates weighing of numerous environmental considerations. No other alternative is environmentally superior for all resource areas, as shown in Table 6-12, and so the City must balance environmental impacts in determining which alternative is the environmentally superior alternative. The detailed analysis for the environmental superior alternative is included in Chapter 6 of the EIR.

None of the alternatives (other than the No Project Alternative) would reduce the proposed project’s significant and unavoidable construction noise and vibration impacts to a less-than-significant level. The Base Level Development Alternative and the Reduced Intensity Alternative would reduce the proposed project’s project-level and cumulative operational air quality impacts related to ROG emissions to a less than-significant level with mitigation. The Base Level Development Alternative would result in the greatest reduction (19 net lbs/day of ROG compared to 53.6 net lbs/day under the Reduced Intensity Alternative).

Therefore, the Base Level Development Alternative is the environmentally superior alternative. In considering the Base Level Development Alternative, the City will need to balance the tradeoff of a base level development that does not result in significant and unavoidable air quality impacts related to ROG with the lack of community amenities that would be provided with a bonus level project in exchange for the increased density, intensity, and height.

Statement of Overriding Considerations and Mitigation Monitoring and Reporting Program (MMRP) Page G-2.466
Staff Report #: 22-056-PC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov As part of its consideration of the merits of the project, the Planning Commission and City Council will need to review and consider the Statement of Overriding Considerations (SOC) along with the Mitigation Monitoring and Reporting Program (MMRP). The draft resolution for the CEQA findings, SOC and the MMRP is included in Attachments A.1. The Planning Commission is a recommending body on the adoption of the EIR, the CEQA findings and SOC, and the MMRP. The draft SOC outlines the following public benefits of the project, inclusive of the benefits derived from the community amenities and development agreement: economic benefits, and social benefits. The MMRP includes the feasible mitigation measures identified in the EIR. This Mitigation Monitoring and Reporting Program (MMRP) is designed to aid the City of Menlo Park in its implementation and monitoring of measures adopted from the certified EIR. The draft MMRP is included in Attachment A.3. The MMRP would be incorporated into the CDP as part of the project specific conditions of approval for the project.

Correspondence
Staff has received 39 letters on the proposed project since the release of the notice of availability of the Final EIR and the public hearing notice. Most of the comments express general support for the project such as the addition of new housing, community amenities (e.g. grocery store), mix of uses, accessibility, and sustainability features. Three of the letters express opposition to the project citing concerns about reduced access to schools and parks, the jobs housing imbalance, and sea level rise/flooding. The City also received a letter (Attachment GG) from the Amah Mutsun Tribal Band of San Juan Bautista on the Final EIR that raised concerns with the focus and scope of the ethnographic context and not the EIR mitigation measures. The City continues to work with the Amah Mutsun Tribal Band to address its concerns through additional ethnographic text and potential interviews that may result in errata to the Final EIR that do not affect the potential impacts and mitigation measures. All other comment letters are included in Attachment LL.

Conclusion
The Planning Commission is a recommending body to the City Council on whether to certify the EIR and approve the requested land use entitlements. The draft Planning Commission resolution recommending these actions is included in Attachment A. The Planning Commission will need to consider the environmental analysis, the merits of the proposed project, the comprehensive redevelopment through the CDP, the provision of BMR units, and the community amenities and public benefits in the DA. The Planning Commission’s recommendation would be forwarded to the City Council for review, which is tentatively scheduled to take place on the November 15 meeting.

Impact on City Resources
The applicant is required to pay Planning, Building and Public Works permit fees, based on the City’s Master Fee Schedule, to fully cover the cost of staff time spent on the review of the proposed project. The applicant is also required to fully cover the cost of work by consultants performing environmental review and additional analyses to evaluate potential impacts of the proposed project.

Environmental Review
Public Notice
Public Notification was achieved by posting the agenda, with the agenda items being listed, at least 72 hours prior to the meeting. Public notification also consisted of publishing a notice in the local newspaper Page G-2.467
Staff Report #: 22-056-PC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov and notification by mail of owners and occupants within a ¼ miles radius of the subject property.

Attachments
A. Planning Commission Resolution recommending the City Council certify the final environmental impact report (Final EIR), adopt California Environmental Quality Act (CEQA) Findings, adopt a Statement of Overriding Considerations for significant and unavoidable impacts, adopt a resolution amending the General Plan Circulation Element and Zoning Map, adopt an ordinance rezoning the project site to incorporate “X” overlay district and approve the conditional development permit (CDP), approve the vesting tentative maps for the main project site and the Hamilton Avenue Parcels, adopt an ordinance to approve the development agreement (DA), and approve the below market rate (BMR) housing agreements for the proposed Willow Village masterplan project Exhibits to Attachment A

1. Hyperlink Final EIR: https://beta.menlopark.org/files/sharedassets/public/communitydevelopment/documents/projects/under-review/willow-village/final-eir/willow-village-master-planfinal-eir.pdf

2. Draft Resolution certifying EIR and adopting CEQA Findings and Statement of Overriding Considerations

3. Mitigation Monitoring and Reporting Program

4. Draft Resolution amending General Plan Circulation Map

5. Draft Resolution approving vesting tentative map for the Main project site (includes conditions)

6. Draft Resolution approving vesting tentative map for the Hamilton Avenue parcels

7. Draft Ordinance rezoning main project site, amending the zoning map and approving a conditional development permit

8. Draft conditional development permit

9. Draft Ordinance adopting the development agreement

10. Draft development agreement

11. Resolution approving the below market rate housing agreements

12. Non-Age Restricted BMR Agreement

13. Age Restricted BMR Agreement
B. Hyperlink Housing Needs Assessment: https://beta.menlopark.org/files/sharedassets/public/communitydevelopment/documents/projects/under-review/willow-village/draft-eir/appendix_3.13_housing-needsassessment.pdf C. Hyperlink Fiscal Impact Analysis: https://beta.menlopark.org/files/sharedassets/public/communitydevelopment/documents/projects/under-review/willow-village/october-2022/20221011-willow-villagemaster-plan-fia-report.pdf D. Hyperlink Community amenities appraisal for bonus level development:
https://beta.menlopark.org/files/sharedassets/public/community-development/documents/projects/underreview/willow-village/september-2022/20210917-community-amenities-appraisal-report-for-bonus-leveldevelopment.pdf E. Hyperlink Community amenities proposal evaluation:
https://beta.menlopark.org/files/sharedassets/public/community-development/documents/projects/underreview/willow-village/september-2022/20220427-community-amenities-proposal-city-evaluation.pdf F. Location map
G. Project milestones and meeting summary
H. Master plan site plan
I. Hyperlink master plan project plans: https://beta.menlopark.org/files/sharedassets/public/communitydevelopment/documents/projects/under-review/willow-village/october-2022/masterplan-plan-set.pdf Page G-2.468
Staff Report #: 22-056-PC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov J. Conceptual district plan sheet from master plan
K. Conceptual Willow Village construction phasing timeline L. Willow Village design standards modification requests M. Conceptual open space plan sheet from master plan
N. Bird Safe Design Assessment
O. Conceptual emergency generator location plan from master plan P. Hazardous materials agency referral forms
Q. Comparison of existing and proposed Circulation Map
R. Conceptual circulation exhibits from master plan
S. Conceptual street cross sections from master plan
T. Conceptual parking plan from the master plan
U. TDM modification request
V. Campus District Trip Cap Policy
W. TDM Plan and Monitoring Plan
X. Event Transportation Management Plan
Y. Non-CEQA LOS section of the Draft EIR excerpt
Z. Hyperlink vesting tentative map for the main project site:
https://beta.menlopark.org/files/sharedassets/public/communitydevelopment/documents/projects/under-review/willow-village/october-2022/vesting-tentative-mapand-major-subdivision-main-site.pdf AA. Hyperlink vesting tentative map for the Hamilton Avenue parcels:
https://beta.menlopark.org/files/sharedassets/public/communitydevelopment/documents/projects/under-review/willow-village/october-2022/vesting-tentative-mapand-subdivision-hamilton-avenue-realignment.pdf BB. Willow Village BMR Housing Proposal
CC. Hyperlink: Menlo Park bonus level development appraisal instructions https://www.menlopark.org/DocumentCenter/View/20467/Community-Amenity-Appraisal-Instructions DD. Hyperlink: Willow Village Community Amenities Proposal https://beta.menlopark.org/files/sharedassets/public/communitydevelopment/documents/projects/under-review/willow-village/october-2022/20221011-willow-villagecommunity-amenities-and-benefits-august-2022.pdf EE. Hyperlink: Community Amenities Proposal Updates Summary Letter https://beta.menlopark.org/files/sharedassets/public/communitydevelopment/documents/projects/under-review/willow-village/october-2022/20221011-willow-villageupdated-community-amentity-letter.pdf FF. Exhibit D to the DA (project phasing)
GG. Fiscal impact analysis summary table
HH. Final EIR comment letter from Amah Mutsun Tribal Band of Mission San Juan Bautista II. Excerpted master responses for reduced parking and connection to Bayfront Expressway from Final EIR
JJ. Errata to Final EIR
KK. Project and alternatives impact comparison – Table 6-12 of EIR LL. Correspondence
Disclaimer
Attached are reduced versions of maps and diagrams submitted by the applicants. The accuracy of the information in these drawings is the responsibility of the applicants, and verification of the accuracy by City Staff is not always possible. The original full-scale maps, drawings and exhibits are available for public viewing at the Community Development Department.

Page G-2.469
Staff Report #: 22-056-PC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov Report prepared by:

Kyle Perata, Planning Manager
Report reviewed by:

Corinna Sandmeier, Acting Principal Planner
Deanna Chow, Assistant Community Development Director
Anna Shimko, Assistant City Attorney
Page G-2.470
1380
1190
1400
1350
1354 980
881
1105
1401 961
1005
978
940
1080 1200
1376
1399 1390
1370
1275
1038

PIERCE RD USHIGHW
101
AY
BAYRD

NEWBRIDGE ST

ALLEY SEVIERAVE MADERA AVE CARLTON AVE

WINDERMERE AVE HOLLYBURNE AVE

UNIVERSITYAVE

O'BRIENDR
IVY DR

HAMILTON AVE
HAC
KER
W
YA
CASEY
CT
ALLEY

PRIVATE DR

WILLOW RD

KAVANAUGH
DR
WILLOW
RD

KELLY CT
STATE HIGHWAY 84
STATEHIGHWAY84

ADAMS CT

ADAMS DR HENDERSONAVE

HAMILTON CT

USHIGHWAY
101
STATEHIGHWAY84

ALLEY WILLOW RD

FRONTAGE RD
STATE HIGHWAY 84

CITY OF MENLO PARK

LOCATION MAP

WILLOW VILLAGE
Scale: 1:9,000 Drawn By: KTP Checked By: CDS Date: 10/24/2022 MidPen High
School
Meta Classic
Campus
Meta West Campus
Open Mind
School
SFPUC Hetch Hetchy
Right-of-Way
Dumbarton Rail
Corridor
Legend
Willow Village Project Parcels
Other Parcels
City Limits

ATTACHMENT O
Project meetings and milestones
Milestone Date
Project submittal July 2017
Planning Commission study session February 2018
City Council study session March 2018
Revised project submitted with current land uses and
site plan February 2019
Notice of Preparation for EIR released September 18, 2019 Planning Commission EIR scoping session and study
session October 7, 2019
City Council review and confirmation on EIR scope and
content December 16, 2019
Draft EIR released for public review and comment April 8, 2022 Planning Commission Draft EIR public hearing and
study session April 25, 2022
City Council study session on community amenities
proposal May 24, 2022
Complete Streets Commission review and
recommendation on General Plan Circulation and
Zoning Map amendments
June 8, 2022
Housing Commission review and recommendation on
BMR proposal August 3, 2022
City Council study session on community amenities
proposal updates August 23, 2022
Complete Streets Commission informational item on
site circulation updates September 14, 2022
Planning Commission review and recommendation on
EIR and land use entitlements October 24, 2022
Planning Commission continuation of review and
recommendation on EIR and land use entitlements with
modifications
November 3, 2022
City Council review and consideration of Planning
Commission recommendation and City Council initial
actions
November 15, 2022
ATTACHMENT P Page G-2.472
North Loop Road
Willow Road East Loop Road
Adams Court
Hamilton Avenue
Ivy Drive
Park Street
West Street Main Street
O’Brien Drive
Main Street
Center Street
East Street
SamTrans Corridor
10b
D
6 10b 5
5 5
13 4
2 1
8 8
9 9
9 9
3 11
11 7
12 12
12 14
15 16
5 /(*(1'
1 Town Square2 Grocery Store on Ground Level3 3XEOLFO\$FFHVVLEOH3DUN4 3XEOLFO\$FFHVVLEOH'RJ3DUN5 (OHYDWHG3DUN$FFHVV (OHYDWRUDQG6WDLUV
6 (OHYDWHG3DUN7 Hotel8 0L[HG8VH%ORFN9 Residential Block 10a 2IŴFH&DPSXV
10b 0HHWLQJ &ROODERUDWLRQ6SDFH
11 3DUNLQJ*DUDJHZLWK7UDQVLW+XERQ*URXQG/HYHO
12 3URSRVHG0XOWLXVH3DWKZD\
13 Willow Road Tunnel
14 5HDOLJQHG+DPLOWRQ$YHQXH
15 +DPLOWRQ$YHQXH3DUFHO1RUWK
16 +DPLOWRQ$YHQXH3DUFHO6RXWK
1RWH
:LOORZ5RDGLPSURYHPHQWVDUHVXEMHFWWR&DOWUDQVDSSURYDO

WILLOW VILLAGE
Menlo Park, CA
Peninsula Innovation PartnersMASTER PLAN
0 100 200 300 500 700'1" = 100' at 24" x 36"
2 min. Walk 1/2 ac
1/8 ac
Conditional Development Permit September 16, 2022
Conceptual Master Plan
G2.01
H1

ATTACHMENT Q
Page G-2.473
1 WILLOW VILLAGE ADJUSTMENT REQUEST:

TRANSPORTATION DEMAND MANAMAGEMENT
Summary of Adjustment Request
Request for adjustment to staff’s interpretation of the Transportation Demand Management (“TDM”) provisions of the City of Menlo Park (“City”) Zoning Code (Zoning Code §§16.43.100 and 16.45.090) to allow the Willow Village Master Plan Project (“Willow Village”) to achieve the greater reduction of (i) a 20 percent trip reduction from gross trip generation rates, and (ii) the proposed Trip Cap for the Office component of Willow Village.

Using gross trip generation rates and the proposed Trip Cap, Willow Village overall would achieve a 20 percent reduction in average daily trips and a 31/35 percent reduction in AM/PM peak hour trips. The Office component of Willow Village would achieve a 35/40 percent reduction in AM/PM peak hour trips. These reductions would meet or exceed the Zoning Code requirement for a 20 percent reduction.

Code Requirements
Zoning Code Provisions - Zoning Code §§16.43.100 (Office District) and 16.45.090 (R-MU District)
“New construction and additions to an existing building involving ten thousand (10,000) or more square feet of gross floor area, or a change of use of ten thousand (10,000) or more square feet of gross floor area shall develop a transportation demand management (TDM) plan necessary to reduce associated vehicle trips to at least twenty percent (20%) below standard generation rates for uses on the project site.”
Menlo Park Transportation Demand Management (TDM) Program Guidelines (“TDM Guidelines”)
The City’s TDM Guidelines provide list of recommended potential TDM measures and their associated trip credit is maintained by the San Mateo County City/County Association of Governments (“C/CAG”) as part of the San Mateo County Congestion Management Program (“CMP”). The TDM Guidelines do not provide specific guidance on the measurement of the Zoning Code-required 20 percent reduction in standard trip generation rates.

Staff Interpretation
Staff has made three significant interpretations of the TDM provisions of the Zoning Code:

1. Standard Generation Rates: Staff interprets the term “standard generation rates” as used in the TDM provisions of the Zoning Code to mean:

The trip generation rates set forth in the current edition of the Institute of Traffic Engineers (“ITE”) Trip Generation Manual (referred to herein as “Gross Trip Generation Rates”)
U1 ATTACHMENT S Page G-2.474
2 MINUS
Reductions for “Land Use Efficiency” (i.e., the portion of trips generated by a mixed-use development that both begin and end within the development, also referred to as “internal capture”);
AND
Reductions for “Location Efficiency” (i.e., the portion of trips generated within a development that will be pedestrian/bicycle/transit trips as a result of proximity to other uses or transit).

The reduced trip generation rates as interpreted by staff are referred to herein as “Net Trip Generation Rates.”

2. Reduction Period: Staff interprets the TDM provisions of the Zoning Code to require a 20 percent reduction in both peak hour trips and average daily total (“ADT”) trips.

Requested Adjustment
Peninsula Innovation Partners requests for adjustment to staff’s interpretation of the TDM provisions of the Zoning Code (Zoning Code §§16.43.100 and 16.45.090) to allow Willow Village to achieve the greater reduction of (i) a 20 percent reduction from Gross Trip Generation Rates, and (ii) the proposed Trip Cap for Willow Village, as detailed in Row D of Table 1, below.

Using Gross Trip Generation Rates, these reductions would meet or exceed the Zoning Code requirement for a 20 percent reduction.

Table 1 details the Adjustment Request.

Row A depicts the ITE Gross Trip Generation Rates for Willow Village developed by the City’s transportation consultant, Hexagon Transportation Consultants.

Row B depicts a 20 percent reduction from Gross Trip Generation Rates.

Row C depicts the proposed Office Trip Cap for the Office component of Willow Village Row D depicts the proposed TDM reduction requirement for Willow Village, based on the greater reduction of Row B and Row C. As proposed, Willow Village would achieve a 20 percent reduction in ADT trips and a 31/35 percent reduction in AM/PM peak hour Trips. The Office component of Willow Village would achieve a 35/40 percent reduction in AM/PM peak hour trips.

U2 Page G-2.475
3 Table 1: Trip Generation Summary – Office, Mixed Use, & Total Daily Totals AM Peak Hour PM Peak Hour
Office Mixed-Use Total Office Mixed-Use Total Office Mixed-Use Total A. Standard (Gross) ITE Trip Generation1
(based on ITE rate for each land use) 22,796 18,783 41,579 2,572 905 3,476 2,780 1,688 4,468 B. 20% TDM Reduction per Ordinance 18,237 15,026 33,263 2,058 724 2,781 2,224 1,350 3,574 Reduction from Standard ITE Rates -20% -20% -20% -20% -20% -20% -20% -20% -20% C. Office Proposed Trip Cap
(Existing Trip Cap KSF rate for 1,250 KSF) 19,280 NA NA 1,670 NA NA 1,670 NA NA Reduction from Standard ITE Rates -15% -35% -40%
D. Project Trip Generation2

1. With TDM reduction / no pass by
reduction) 18,237 15,026 33,263 1,670 726 2,396 1,670 1,237 2,907 Reduction from Standard ITE Rates -20% -20% -20% -35% -20% -31% -40% -27% -35%

2. With Residential VMT Mitigation3 18,237 13,522 31,759 1,670 726 2,396 1,670 1,237 2,907 Reduction from Standard ITE Rates -20% -28% -24% -35% -20% -31% -40% -27% -35% 1 – Calculated using the trip generation data summarized in Table 2A Trip Generation for Development Phases of the Proposed Facebook Willow Village Campus in Menlo Park, California, Hexagon Transportation Consultants, June 14, 2021. Daily, AM, and PM peak hour average rates published in ITE Trip Generation Manual, 10th Edition, 2017 were used for each land use.
2 - Trip generation data summarized from Table 13 Project Trip Generation Estimates (Main Project Site) Facebook Willow Village Campus Transportation Impact Analysis, Hexagon Transportation Consultants
3 - Residential VMT Mitigation Measure TRA-2 reduces the residential daily trips to a maximum of 6,023 trips, a reduction of an additional 1,504 daily trips from the original trip generation estimates.

U3 Page G-2.476
4 Justification for Adjustment
The proposed Adjustment would be consistent with ConnectMenlo and would avoid penalizing Willow Village for embracing the City’s vision for a truly mixed-use project.

Consistency with ConnectMenlo
The proposed Adjustment would be consistent with ConnectMenlo vision for mixed-use development in the Bayfront Area.

General Plan. The ConnectMenlo General Plan encourages office, residential, commercial, and hotel uses “in close proximity or integrated with one another” in order to “promote the creation of an employment district with travel patterns that are oriented toward pedestrian, transit, and bicycle use.” (General Plan Land Use Element, p. LU-15). ConnectMenlo therefore promotes mixed-use development to increase alternative modes of travel and to decrease vehicle trips that are otherwise necessary with single-use development. Willow Village’s proposed mix of office, residential, commercial, and hotel uses would directly accomplish ConnectMenlo’s mixed-use vision by increasing the amount of walking, biking, and transit use and, in turn, decreasing vehicle trips. Willow Village’s travel benefits are a key element of its TDM program and should be credited, rather than discounted, in accordance with ConnectMenlo’s vision.

Zoning Code. As noted above, the TDM provisions of the Zoning Code require a 20 percent reduction from “standard trip generation rates.” ITE’s standard trip generation rates are gross trip rates, before any reductions for Land Use Efficiency and Location Efficiency. While ITE and other national organizations (such as the American Planning Association) have developed recommended methodologies for calculating Land Use Efficiency and Location Efficiency, these reductions are not “standard,” but instead are calculated based on project land uses, local conditions, and engineering judgment. TDM Guidelines. The City’s TDM Guidelines support the approach of including Land Use Efficiency and Location Efficiency with the TDM measures that count toward the required 20 percent trip reduction. For example, the TMD Guidelines recommend TDM credits for:
• Providing on-site amenities/accommodations (e.g., banking, grocery) that encourage people to stay on site during the workday, making it easier for workers to leave their automobiles at home (a form of Land Use Efficiency);
• Encouraging infill development (a form of Location Efficiency); and • Making roads and streets more pedestrian and bicycle friendly (a form of both Land Use and Location Efficiency).

Indeed, the TDM Guidelines recognize that the trip reduction benefits of mixed-use/infill development are considered “generally acceptable TDM practices” consistent with industry standards. (TDM Program Guidelines, at p. 7). In other words, the TDM Guidelines support treating Land Use Efficiency and Location Efficiency as part of the TDM reductions from Gross Trip Generation Rates.

U4 Page G-2.477
5 Avoiding Penalizing Mixed-Use Projects
Staff’s interpretation of applying the 20 percent reduction to Net Trip Generation Rates would penalize Willow Village and other mixed-use projects1 for implementing ConnectMenlo’s vision by proposing a true mix of uses. As shown in Table 1:
• Mixed-Use Reduction: Under staff’s interpretation (Row E), the Mixed-Use component of Willow Village would be required to achieve 31% ADT/29% AM/35% PM trip reduction, as opposed to 20% ADT/20% AM/20% PM trip reduction when using Gross Trip Generation Rates (Row D).
o Achieving reductions of the magnitude proposed by staff is infeasible for retail and residential projects in locations similar to Menlo Park. Requiring this magnitude of reduction would render important Willow Village components infeasible, especially the grocery store and other community amenities.
• Office Reduction: Under staff’s interpretation (Row E), the Office component of Willow Village would be required to achieve 31% ADT trip reduction, as opposed to 20% ADT trip reduction when using Gross Trip Generation Rates (Row D). (The required reduction for peak hour trips would be the same as with the proposed Adjustment, because the Office Trip Cap is more stringent than the 20 percent reduction regardless of whether it is taken from Gross Trip Generation Rates or Net Trip Generation Rates.)
o Standard industry practice is that most TDM programs are geared toward reducing peak hour trips, not ADT trips. The Connect Menlo General Plan explains that TDM programs “are intended to reduce vehicle trips and parking demand by promoting the use of a variety of transportation options and shifting travel mode and time of day to take advantage of available capacity to reduce crowding and congestion.” (GP Circulation Element, p. CIRC-13). (Nonetheless, the full impacts of daily trip generation are addressed in other aspects of EIRs, such as air quality and GHG.) o Likewise, the TDM provisions of the Zoning Code include “alternative work schedules” and the TDM Guidelines include “flextime” as acceptable TDM measures. o Achieving ADT reductions of the magnitude proposed by staff is infeasible for office projects in locations similar to Menlo Park.
• Total Reduction: Under staff’s interpretation (Row E), Willow Village overall would be required to achieve 31% ADT/33% AM/38% PM trip reduction, as opposed to 20% ADT/31% AM/35% PM trip reduction when using Gross Trip Generation Rates and the proposed Trip Cap (Row D). o By requiring substantially higher trip reductions based on the mixed-use nature of the project (because of higher Land Use Efficiencies), staff’s interpretation would punish Willow Village for implementing ConnectMenlo’s mixed use vision. 1 Unlike mixed-use projects, single-use projects would not be subject to Land Use Efficiency reductions. Likewise, predominantly single use projects with a small area devoted to a secondary use (such as an office building with a café or a residential building with an incubator office space) would be subject to a far less acute penalty, because the Land Use Efficiency of such projects is much lower than for a large, truly mixed-use project such as Willow Village.

U5 Page G-2.478
6 The Applicant respectfully requests that the City grant the proposed Adjustment to staff’s interpretation of the TDM provisions of the Zoning code.

U6 Page G-2.479
October 20, 2022

WILLOW VILLAGE CAMPUS DISTRICT TRIP CAP

MONITORING AND ENFORCEMENT POLICY
This policy applies to the Campus District of the Willow Village Project (“Project"). For purposes of this policy, the term "Willow Village Campus District" is intended to include the six office buildings (O1 – O6) and the meeting and collaboration space (MCS) that are proposed as part of the Project. This trip cap does not apply to the Town Square District or Residential/Shopping District of the Willow Village Project.

There are separate trip cap monitoring and enforcement policies for the Classic and Bayfront Campuses that are independently enforced.

DEFINITIONS
Trip - A single vehicle (car, truck, van, shuttle, etc.) arriving at a location in Menlo Park, whose occupant(s)' final destination is the Willow Village Campus District, or a single vehicle departing from a location in Menlo Park, whose occupant(s)' origin is the Willow Village Campus District. Therefore, for example, a roundtrip by a single vehicle arriving at a location in Menlo Park and departing from a location in Menlo Park whose occupant(s)' destination and origin is the Willow Village Campus District equals two trips. A vehicle transiting from either the Classic or Bayfront campuses to Willow Village Campus District or from the Willow Village Campus District to either the Classic or Bayfront campuses is a trip. A single shuttle coming from outside Menlo Park or from the Menlo Park Caltrain station that makes stops at multiple Meta campuses shall only count as one trip against the Daily Trip Cap. Intra-campus shuttle trips that enter or exit the Willow Village Campus District via Willow Road or University Avenue during the peak periods shall count fully against the Peak Hour Trip Caps. Trams, shuttles, or other vehicles utilizing the planned Willow Road undercrossing between the Bayfront Campus and Willow Village Campus District shall not count against either the Daily Trip Cap or the Peak Hour Trip Caps. Trips also do not include bicycles, e-bikes, scooters, or other self-powered modes of travel.

Peak Hour Trip Cap -The maximum number of trips allowed in each hour of the AM Peak Period or the PM Peak Period.

Peak Period - Roadway morning and evening commuter peak travel times:
• AM Peak Period - 7:00 AM to 9:00 AM
• PM Peak Period - 4:00 PM to 6:00 PM
Daily Trip Cap-The maximum number of trips per day.

Trip Cap - Generally refers to the AM Peak Hour Trip Caps, the PM Peak Hour Trip Caps and the Daily Trip Cap.

TRIP CAP
The Campus District must comply with the Trip Cap and may not exceed the Trip Cap without an application for and approval of a change to the Conditional Development Permit (CDP) for Willow Village.

V1 ATTACHMENT T Page G-2.480
October 20, 2022

If the Trip Cap is exceeded without the appropriate approval, the Campus District Property Owner is in violation of the CDP.

The Trip Cap proposed as part of the Willow Village Campus District is as follows:
• AM Peak Period Trip Caps:
o 1,670 trips are permitted between 7:00 a.m. and 8:00 a.m. o 1,670 trips are permitted between 8:00 a.m. and 9:00 a.m. • PM Peak Period Trip Caps:
o 1,670 trips are permitted between 4:00 p.m. and 5:00 p.m. o 1,670 trips are permitted between 5:00 p.m. and 6:00 p.m. • Daily Trip Cap: 18,237 trips

MONITORING
To monitor compliance with the Trip Cap, traffic counts shall be taken at the Willow Village Campus District. The monitoring shall be done through automated means (e.g., imbedded loop detectors in the pavement in each travel lane or video detection) approved by the City1. All vehicular entrances to the Willow Village Campus District parking facilities, transit hubs, and loading docks shall be included in the monitoring. The Campus District Property Owner shall be solely responsible for paying all costs related to monitoring, including, but not limited to, development, installation, maintenance, and repair of all monitoring equipment.

In addition to monitoring the Campus District parking structures, adjustments will need to be made for Campus District visitors that use the shared parking structures or arrive via ride hailing services (Uber, Lyft, or taxis). Since these activities will occur in areas shared by multiple land uses, they will be accounted for in the reliability (sensitivity) factors described later in this document.

The City reserves the option to require the Campus District Property Owner to monitor neighborhood parking intrusion in the Belle Haven neighborhood, parking on other public streets in the City, or parking at any off­ site parking lot(s) in Menlo Park (other than any property or properties leased or owned by and occupied by any affiliate of the Campus District Property Owner) if it is observed or suspected that vehicles whose occupant(s)' final destination is the Willow Village Campus District are parking at any of these locations. If the City requires monitoring of these off-site locations and, after investigation, it is confirmed that vehicle occupant(s) whose final destination is the Willow Village Campus District are parking vehicles at these off-site locations (other than a property or properties leased or owned and 1 City approvals related to monitoring equipment will be through the Director of Public Works or his/her designee.

V2 Page G-2.481
October 20, 2022

occupied by any affiliate of the Campus District Property Owner), the trips to these locations will be counted toward the Trip Cap.

Monitoring program details are as follows:
• Monitoring Days/Times- Each hour within the AM Peak Period, each hour within the PM Peak Period and total daily trips will be monitored on all non-holiday weekdays. Holidays are those days identified as State holidays in California Government Code Section 6700. • Exclusions - Two types of exclusions from the Trip Cap shall be permissible as discussed below:
o Special Events: To account for special events and their effect on trips, the Campus District Property Owner may have up to 25 special event exclusions per year or 25 days on which one or more of the AM Peak Hour Trip Caps, PM Peak Hour Trip Caps or Daily Trip Cap are exceeded, but are not considered violations of the Trip Cap. These special events do not represent typical operating conditions at the Willow Village Campus District. A special event will be defined as an activity that is not typical of the normal operations of the Willow Village Campus District and may involve more than Meta workers. If the Trip Cap has been violated as a result of a special event, the Campus District Property Owner shall provide documentation to the City that a special event took place. Upon City review and approval, in the City's reasonable discretion, an exclusion for a special event shall apply. o Non-event exclusions: For non-special events, the Campus District Property Owner will be allowed three days on which one or more of the AM Peak Hour Trip Caps, PM Peak Hour Trip Caps or Daily Trip Cap are exceeded within a 180-day period without incurring penalties.

These non­event exclusion days are intended to allow the Campus District Property Owner time to correct the Trip Cap violation. If the Campus District Property Owner exceeds the Trip Cap on more than three days within a 180-day period, then the non-event exclusion is exhausted, and penalties will be imposed for violations of the Trip Cap until compliance is reached for a consecutive 180-day period. Additional violations, if any, within the 180-day compliance period, will re-set the 180-day compliance period. If after a consecutive 180-day period, the Campus District Property Owner remains in full compliance with the Trip Cap, then the three days of non-event exclusions will become available again. • Count Equipment - Automated count equipment will be designed and constructed at the Campus District Property Owner’s sole expense to collect data on the number of trips at each of the Willow Village Campus District driveways including parking structures, underground parking, and loading areas, and send the data back to the City offices. The type of count equipment (initial and any future changes) shall be approved by the City, in consultation with the Campus District Property Owner and considering the latest technologies for detection, counting and reporting.

The City shall not unreasonably withhold approval of initial count equipment or any future equipment which achieves the result envisioned in this document. The City shall also approve the V3 Page G-2.482
October 20, 2022

count equipment that will be used to monitor off-site locations, if the City exercises the option to require such monitoring. The City shall not unreasonably withhold approval of such additional count equipment.
• Initial Calibration Process - Once any new count equipment has been established, a calibration process will be undertaken to determine the reliability and accuracy of the count equipment.

Depending on the type of equipment, the count accuracy can be affected by a number of environmental factors which will need to be confirmed. This calibration process would be conducted prior to issuance of the occupancy permit for the final Willow Village Campus District office building.
• Determination of Reliability (Sensitivity) Factor - Based on the calibration analysis, the City and the Campus District Property Owner will agree to a reliability factor for the count stations which will be used to evaluate the count results consistent with what the City and Meta have historically agreed upon for the Classic and Bayfront campus trip cap monitoring. The reliability factor would represent the margin of error inherent in the vehicle counting equipment, address the exclusion of shuttle trips that serve multiple Meta campuses, and address the inclusion of trips to and from the Campus District that do not use the office worker parking (Campus District visitors and ride hailing passengers). Periodically, the reliability factor will be updated using data provided by the Campus District Property Owner or collected by a third-party for the following trip types:
o Worker shuttles serving multiple Meta campuses. The reliability factor would account for single shuttles coming from outside Menlo Park or from the Menlo Park Caltrain station and making stops at multiple campuses. Periodically, the reliability factor, based on reporting from Meta, may be modified to address the anticipated or actual number of shuttles coming from outside Menlo Park or from the Menlo Park Caltrain station making stops as part of one trip at multiple campuses outside of the peak period. At a minimum, Meta shall provide an annual report to the City Transportation Manager for each upcoming year that provides data on the proposed number of shuttle trips so that the City may analyze whether the reliability factor is accurately accounting for single shuttles coming from outside Menlo Park or from the Menlo Park Caltrain station and making stops at multiple campuses. o Willow Road Tunnel Adjustments. The reliability factor will need to be adjusted for vehicles that access the Campus District via the Willow Road tunnel. The trips that use the Willow Road tunnel to access the Willow Village Campus District will not be adding traffic to Willow Road or Bayfront Expressway. These trips may include intracampus trams, on-demand vehicles, and maintenance and security vehicles. These vehicles may be captured by one of the count locations, but would not count against the trip cap.

V4 Page G-2.483
October 20, 2022

Some, or all, of the intra-campus trams will be routed through one or both of the Willow Village Campus District transit hubs. In addition, other Meta transportation vehicles (e.g. Campus Cars or Candidate Cars) may use the Willow Road tunnel and drop off or pick up passenger within the transit hubs. By using the Willow Road tunnel, these trips do not impact the public roadways. Similar to the workers shuttles, any intra-campus trams that use public roads (Willow Road or Bayfront Expressway) will need an adjustment factor to account for these trams passing through both of the Willow Village Campus District transit hubs. Meta will report the tram schedules, track on-demand trips, and provide adjustment factors during the annual reporting to account for these tram and on-demand trips.
o Maintenance and security vehicle trip adjustments. On the Classic and Bayfront campuses, many of the maintenance and security trips travel between origins and destinations within a single campus. These are internal trips to the Meta campuses so they never pass over a monitoring station. In addition, these trips do not travel on public roadways (e.g. Bayfront Expressway and Willow Road). The maintenance and security trips passing through the Willow Road tunnel will avoid travelling on Bayfront Expressway and Willow Road, but they would be counted entering and existing the parking structures or loading areas. Therefore, these trips should not be included in the trip cap. A process will be developed to account for these trips and subtract them from the driveway counts. The adjustment process will be included in the development of the annual reliability factor.
o Campus District Visitor Parking – Visitors to the Campus District will use the Town Square shared parking. The Campus District Property Owner will establish a system to track the Campus District visitor parking activity that is approved by the Public Works Director. The system will need to track the number of daily visitor trips and record the activity and provide the data to the City when the reliability factor is calculated. The shared parking areas will include control systems that will collect data on vehicles using the Town Square parking structure. Campus District visitors will be required to validate their parking when they check-in at the Campus District entrances. This data will be used to account for Campus District visitor parking. o Campus District Visitor Ride Hailing – Meta currently monitors ride hailing trips at their campuses as part of the trip cap monitoring for the Classic and Bayfront campuses. The existing ride hailing monitoring includes vehicle counts and origindestination surveys conducted at ride hailing lounges located at Meta buildings within in Menlo Park. A similar survey approach will be used to monitor ride hailing activity at the Willow Village Campus District. Unlike the other two campuses, ride hailing at the Willow Village Campus District will occur on public streets that are V5 Page G-2.484
October 20, 2022

shared with the other Willow Village districts. Therefore, a survey will be used to capture the number of vehicles and information on the origin/destination of passengers to determine if the trip if related to the Campus District or the other Willow Village Districts. The annual survey will be conducted of the ride hailing activity at the same time the reliability factor is developed. The Campus District Property Owner will establish a survey procedure that is approved by the Public Works Director. This is consistent with the procedure used for the Classic and Bayfront Campuses.

To capture the ride hailing activity for events, the Campus District Property Owner in consultation with City staff shall once a quarter select either a medium (1,001 -2,500 persons) or large (2,501 -5,000 persons) event to survey ride hailing trips for a minimum of two years after buildout of the Office Campus. During each twelvemonth period, at least one survey shall occur during a large event. In addition, surveys for two smaller events of less than 1,000 persons shall be conducted during each twelve-month period. The surveys should include rideshare location, arrival/departure date and time, drop-off or pick-up, and number of passengers. • Periodic Count Equipment Testing/Recalibration - The vehicle detection system will be periodically tested to ensure the accuracy of the monitoring counts. During the first two years of operation, testing will be conducted at six-month intervals. If these tests show that the system is operating reliably, then testing can be reduced to once a year. If the equipment is thought to be out of calibration, the Campus District Property Owner will work with the City to test and calibrate the equipment if necessary. The City will have final approval, which approval shall be granted or withheld in a reasonable manner, on all testing and calibration. • Installation and Repairs - New count equipment shall be installed and in good working order prior to final building permit sign-off for occupancy of first Willow Village Camus District office building. The City shall have final approval, which approval shall be granted or withheld in a reasonable manner, of the contractor completing the installation and the maintenance contractor completing any repairs. Non-emergency repairs and maintenance of the monitoring equipment shall occur only on evenings and weekends, unless otherwise approved by the City. The Transportation Division shall be notified at least 48 hours in advance of any non­emergency repairs or maintenance work. The City Transportation Division shall be notified within 24 hours of any emergency repairs. City inspection and approval of any repairs or maintenance is required.

Failure to keep monitoring equipment operational in good working order will be considered a violation of the Trip Cap after two working days, unless the repairs/maintenance require additional time as approved by the City and the Campus District Property Owner is diligently pursuing such repairs/maintenance. The Trip Cap penalty will not be enforced during the repair/maintenance of the monitoring equipment. If the City, in its sole and reasonable discretion, determines that the Campus District Property Owner is not diligently pursuing the V6 Page G-2.485
October 20, 2022

repairs/maintenance, the City may elect to perform the repairs/maintenance and charge the cost of the repair/maintenance, staff time, and 15 percent penalty fee to the Campus District Property Owner.
• Access to Count Equipment/Reporting- The City shall have the ability to access the count equipment at any time after reasonable prior notice to the Campus District Property Owner. The Campus District Property Owner will not have access to the count equipment, unless approved by the City or in case of the need for emergency repairs. The City shall not unreasonably withhold approval of access for repair/maintenance contractors. The Campus District Property Owner shall have "read-only" access to the reporting data but shall have the ability to record such data and run history reports in order to track trends. Reporting data shall be provided to the Campus District Property Owner and the City in real time. Real time data will provide the Campus District Property Owner the opportunity to take immediate action, if necessary, to avoid violating the Trip Cap.

ENFORCEMENT
The Campus District Property Owner shall be responsible not only for monitoring, but also for achieving compliance with the Trip Cap, which includes, by definition, all trip cap measurements on a daily basis (the AM Peak Hour Trip Caps, the PM Peak Hour Trip Caps and the Daily Trip Cap). The City shall enforce compliance with the Trip Cap.

If, on a given day, the results of the monitoring indicate that the number of trips is at or below the Trip Cap, considering the reliability factor, then the Campus District Property Owner is considered in compliance. If, however, the monitoring, considering the reliability factor, reveals that any of the AM Peak Hour Trip Caps or the PM Peak Hour Trip Caps or the Daily Trip Cap has been exceeded (after accounting for any permitted exclusions), the Campus District Property Owner is in violation of its CDP and the City may take steps to enforce the Trip Cap.

The specifics for enforcement are as follows:
• Threshold - If there are any AM Peak Hour Trip Cap, PM Peak Hour Trip Cap or Daily Trip Cap violations that do not qualify for an exclusion as discussed above, then penalties will be imposed. • Penalties - Monetary penalties will be imposed for violations of the Trip Cap in excess of the threshold. Penalties are calculated on a per trip basis and progressively increasing penalties will be imposed for subsequent violation(s) of the Trip Cap based on a tiered system described in the table below. Penalties will be applied for each violation including the AM Peak Hour, PM Peak Hour, and the Daily Period. If any of the AM Peak Hour Trip Caps, and/or PM Peak Hour Trip Caps and Daily Trip Cap are exceeded on the same day, the penalty paid shall be the greater of the sum of the penalties for the AM Peak Hour and PM Peak Hour or the Daily penalty. The penalty payment schedule is shown in the table below.

V7 Page G-2.486
October 20, 2022

Penalty Tier1 Applicability Penalty Amount
per Trip per Day
Tier 1 Tier 1 is the default tier and applies for the month unless one of the other tiers is applicable.
$66.26 per trip per day
Tier 2 Tier 2 applies for the month if either (a) penalties were imposed in both of the 2 months immediately
preceding that month or (b) penalties were imposed
in any 4 of the 6 months immediately preceding that
month. Tier 2 will not apply if Tier 3 applies.
$132.56 per trip per day
Tier 3 Tier 3 applies for the month if penalties were imposed in each of the 6 months immediately preceding that
month.
$265.11 per trip per day
1 - Only one tier is applicable for any given violation. In addition, the penalty amounts are shown in 2022 dollars based on the original 2012 penalty amounts that applied to the original project approvals for Building 20 adjusted by CPI.

An example table showing the penalty amounts:

Penalty Cost Per Day
Vehicles Over Trip Cap Tier 1 Tier 2 Tier 3
100 $6,626 $13,256 $26,511
500 $33,130 $66,280 $132,555
1000 $66,260 $132,560 $265,110
2000 $132,520 $265,120 $530,220
Example calculation:

AM Peak Period exceeds AM Peak Period Trip Cap by 100 trips PM Peak Period exceeds PM Peak Period Trip Cap by 50 trips Daily trips exceed the Daily Trip Cap by 400 trips
AM penalty = 100 trips x $66.26 = $6,626
PM penalty = 50 trips x $66.26 = $3,313
Daily penalty= 400 trips x $66.26 = $26,504

The Payment would be:

AM + PM penalties = $9,939
Daily penalty = $26,504 - $9,939 = $16,565
Total Penalty = $9,939 (Peak Period Penalty) + $16,565 (Daily Penalty) = $26,504 V8 Page G-2.487
October 20, 2022

The base penalties are stated in 2022 dollars (based on the original 2012 penalty amounts that applied to the approval of Meta’s Building 20, as adjusted by CPI) and shall be adjusted annually per the Consumer Price Index for All Urban Consumers All Items in the San Francisco-Oakland-San Jose Metropolitan Area [1982-84=100] (the intent is for the same penalty rate to apply to Classic, Bayfront and Willow Village Campuses). Penalties are due and payable to the City within 30 days of the issuance of an invoice, which the City shall issue on a monthly basis. The City shall use the penalties collected for programs or projects designed to reduce trips or traffic congestion within Menlo Park and the City shall share 25 percent of the penalties collected with the City of East Palo Alto for use on transportation systems and solutions that help reduce traffic in the City of East Palo Alto around the Classic, Bayfront and Willow Village Campuses.

In addition to monetary penalties, failure to comply with the Trip Cap is considered a violation of the CDP and could result in revocation of the CDP.

Violations of the Trip Cap for Willow Village are independent of violations of the Classic and Bayfront Trip Caps. This means, for instance, that if there are violations of the Trip Cap at the Classic and Bayfront campuses for the six months immediately preceding a particular month, but there are no violations of the Trip Cap at the Willow Village Campus District during that same period, Tier 3 would be applicable to the Classic and/or Bayfront Campuses and Tier 1 would be applicable to the Willow Village Campus District. • Interim Measure - If the Campus District Property Owner determines that it needs to secure parking in another location as an interim measure to maintain compliance with the Trip Cap, the Campus District Property Owner may, through the City's entitlement process, obtain approval for the use of another private property in Menlo Park (not the Classic, Bayfront or Willow Village campuses) that includes both a building and associated parking. Trips to such an off-site location will not count toward the Trip Cap only if there will be no more trips to that off-site location than is allowed under the then current use of that property. • Compliance - If after non-compliance, the Campus District Property Owner comes back into compliance with the Trip Cap and maintains compliance for 180 consecutive days, the scale of penalties will revert to the base level and the relevant threshold would once again apply before there is non-conformance and the onset of penalties.

V9 Page G-2.488
+
Willow Village TDM Plan
Prepared for:

Peninsula Innovation Partners
October 2022
SJ18-1860
W1 ATTACHMENT U Page G-2.489
Willow Villages Transportation Demand Management (TDM) Plan October 2022
Table of Contents

1. INTRODUCTION ................................................................................................................................ 1

1.1 Project Description and TDM Approach.................................................................................................... 3

1.1.1 Proposed Circulation and Access................................................................................................... 3

1.1.2 Proposed Campus Parking and Transit........................................................................................ 6

2. SITE CONTEXT - TRANSPORTATION SERVICES............................................................................. 7

2.1 Nearby Transit Service ...................................................................................................................................... 7

2.1.1 Express Bus Service between the East Bay and Peninsula.................................................... 7

2.1.2 Caltrain ...................................................................................................................................................... 7

2.1.3 M4-Willow Road Shuttle.................................................................................................................... 8

2.1.4 Paratransit ................................................................................................................................................ 8

2.2 Existing Pedestrian and Bicycle Facilities ................................................................................................ 10

2.2.1 Existing and Proposed Pedestrian Facilities............................................................................ 10

2.2.2 Existing and Proposed Bicycle Facilities ................................................................................... 10

2.3 Existing Carshare .............................................................................................................................................. 14

2.4 Existing Rideshare............................................................................................................................................ 14

2.5 Existing Ride Hailing ....................................................................................................................................... 14

3. TDM MEASURES AND STRATEGIES .............................................................................................. 15

3.1 Office Component TDM................................................................................................................................ 15

3.1.1 TDM Enhancements to Reduce Office Parking Demand................................................... 18

3.2 Residential/Retail Component TDM......................................................................................................... 19

4. WILLOW VILLAGE TDM MONITORING PLAN.............................................................................. 26

4.1 Office TDM (Trip Cap) Monitoring ............................................................................................................ 26

4.2 Residential / Retail TDM Monitoring Plan.............................................................................................. 28 W2 Page G-2.490
Willow Villages Transportation Demand Management (TDM) Plan October 2022
List of Figures
Figure 1: Project Location and Adjacent Street Network ..................................................................................................... 2 Figure 2: Site Plan................................................................................................................................................................................. 4 Figure 3: Office Campus District vs. Residential/Shopping District Location ............................................................... 5 Figure 4: Existing Transit Service .................................................................................................................................................... 9 Figure 5: Existing and Planned Regional Bicycle Facilities ................................................................................................ 13 List of Tables
Table 1: Nearby Transit Services..................................................................................................................................................... 8 Table 2: Meta Office TDM Program ........................................................................................................................................... 16 Table 3: Willow Village Residential/Retail TDM Program.................................................................................................. 20 Table 4: Willow Village Residential/Retail TDM Program Effectiveness ...................................................................... 24 W3 Page G-2.491
Willow Villages Transportation Demand Management (TDM) Plan October 2022
1 1. INTRODUCTION
Willow Village will replace approximately one million square feet of industrial, office, and warehouse buildings in the Menlo Science and Technology Park with a mixed-use development. Willow Village creates a new mixed-use community comprised of new housing, retail, hotel, office, and entertainment space. The 59-acre Willow Village site is in Menlo Park’s Bayfront Area. The site is bounded by Willow Road to the west, the Joint Powers Board (JPB) rail corridor to the north, the Hetch-Hetchy corridor and Mid-Peninsula High School to the south and an existing life science office park to the east. Figure 1 shows the project location and adjacent street network.

The Project will include the following components:
- Community-serving retail
- Below market rate and market rate housing
- A hotel
- Office buildings with associated meeting and conference space - Open space improvements including a public park and community center - New bike and pedestrian facilities
The primary purpose of any Transportation Demand Management (TDM) plan is to reduce the amount of vehicle traffic generated by a development by creating measures, strategies, incentives, and policies to shift workers and residents from driving alone to using other travel modes including transit, carpooling/ridesharing, cycling, and walking. TDM strategies can include informational resources, physical site enhancements, monetary incentives, and more. This report presents the comprehensive TDM Plan for the Willow Village development. In addition to reducing vehicles trips, the TDM Plan can reduce the parking demand of the residents and office workers.

The existing and proposed transit, bicycle, and pedestrian facilities near the site are illustrated in this document to provide the transportation context of the Project. The TDM Plan includes attributes of the site’s location and physical improvements at the site as well as the TDM measures that will be provided by the Project.

W4 Page G-2.492
Hamilton Ct
Ivy Dr
Hamilton Ave
Willow Rd
University Ave
|}114
|}84
|}109
£¤101
JPB Rail Corridor
East Palo
Alto
Menlo Park
Willow
Village
Newbridge St
Bay Rd
Project Location and Adjacent Street Network
Figure 1
Project Site
City Boundary
Facebook Willow Village

0.5 MILE
W5
N:\Projects\_SJ18_Projects\SJ18_1860_Facebook_Willow_Village\Graphics\GIS\MXD\SJ18_1860_Fig01_Project_Location_Adjacent_Street_Network.mxd Page G-2.493
Willow Villages Transportation Demand Management (TDM) Plan October 2022
3 1.1 PROJECT DESCRIPTION AND TDM APPROACH
Willow Village proposes to replace approximately one million square feet of existing industrial, office, and warehouse space in the Menlo Science and Technology Park with a new mixed-use village including up to 1,730 residential units, 200,000 square feet of retail uses, a 193-room hotel, 1,600,000 square feet of office and accessory uses, consisting of a maximum of 1,250,000 square feet of space for office and amenity uses and the balance ( 350,000 square feet, if the office space is maximized) of accessory uses. The proposed site improvements include construction of:
• new circulation improvements to accommodate vehicles, bicycles, and pedestrians, • utility improvements,
• a community park, an elevated park, and other open space improvements, • residential mixed-use buildings,
• a hotel, and
• office campus improvements.

Figure 2 is a site plan showing the roadway network, landscaping, and building locations. Figure 3 shows the location of the three districts consisting of the Office Campus District, the Town Square District, and Residential/ Shopping District. The Office Campus District includes the office and accessory space that will be used by Meta. The Town Square District will include the hotel, retail, and restaurants. The Residential / Shopping District will include apartments, a grocery store, and other retail.

Due to the mixture of office, residential, and retail uses, the Project’s TDM plan is anticipated to reduce vehicles trips throughout the day as well as during the typical morning and afternoon peak periods of travel.

The mix of residential, office, and retail uses within the Project reduces the need to travel long distances to jobs and services. The Project proposes walking and biking improvements including sidewalks and gathering areas for pedestrians as well as on and off-street bike facilities. These facilities reduce the need to use a vehicle to travel within the project.

1.1.1 PROPOSED CIRCULATION AND ACCESS
Figure 2 shows the proposed street network. The Project proposes a new circulation network consisting of approximately 4.6 acres of public rights of way and approximately 7.2 acres of private streets with public access easements. The proposed network will accommodate multiple transportation modes including vehicles, pedestrians, and bicycles. Site access from Willow Road will be primarily provided via two signalized intersections: the realigned Hamilton Avenue intersection and a proposed new intersection at Park Street.

Main Street will provide primary north/south access via a new roundabout at O’Brien Drive and East Loop.

W6 Page G-2.494
North Loop Road
Willow Road
East Loop Road
Ivy Drive
Adams Court
Hamilton Avenue
Park Street
Main Street
O’Brien Drive
Main Street
Center Street
East Street
SamTrans Corridor
West Street

WILLOW VILLAGE
Menlo Park, CA
Peninsula Innovation Partners

MASTER PLAN
0 100 200 300 500 700'
1" = 100' at 24" x 36"
2 min. Walk 1/2 ac
1/8 ac
December 14, 2021
Conceptual Master Plan
Site Plan
Figure 2
N:\Projects\_SJ18_Projects\SJ18_1860_Facebook_Willow_Village\Graphics\ADOBE\SJ18_1860_Fig02_Site_Plan.ai Source: Peninsula Innovation Partners
W7
Facebook Willow Village
Page G-2.495
Office Campus District vs. Residential/Shopping District Location North Loop Road
East Loop Road
Willow Road
Ivy Drive
Adams Court
Hamilton Avenue
Park Street
West Street
Main Street
O’Brien Drive
Main Street
Center Street
Dumbarton Rail Corridor

WILLOW VILLAGE
Menlo Park, CA
Peninsula Innovation Partners
August 20, 2020
Conceptual Master Plan
0 100 200 300 500 700'
1" = 100' at 22" x 34"
2 min. Walk 1/2 ac
1/8 ac
Figure 3
N:\Projects\_SJ18_Projects\SJ18_1860_Facebook_Willow_Village\Graphics\ADOBE\TDM_Fig03_Master_Plan_District.ai North Loop Road
Park Street
West Street
Main Street
Center Street
Town Square District
Campus District
Residential / Shopping
District
District Boundary
W8
Facebook Willow Village
Page G-2.496
Willow Villages Transportation Demand Management (TDM) Plan October 2022
6 There will also be two right-in/right-out driveways on Willow Road that provided ingress and egress to the Town Square parcel and Parcel 2. Both Hamilton Avenue and Park Street connect with Main Street to facilitate circulation throughout the Community. There will also be a connection via the North Loop Road between Hamilton Avenue and Adams Court. In addition to these roadways, the Project includes an offstreet pedestrian and bicycle pathways that parallel Main Street and East Loop Road.

1.1.2 PROPOSED CAMPUS PARKING AND TRANSIT
Along the eastern edge of the Office Campus District, seated worker parking will be provided in two parking structures with a total of approximately 3,325 parking spaces with an additional 600 valet spaces. Both parking structures include a ground-level transit hub for regional Meta worker commuter shuttles and intracampus trams. Intra-campus trams will also operate on Main Street, West Street, and East Loop Road providing service between the Willow Village, Bayfront, and Classic Campuses. Visitor parking for the Office Campus District will be in a shared parking structure in the northwestern corner of the project site. Shared parking is located under the Town Center, Hotel, and Parcel 3 and will be used by the hotel guests and employees, retail patrons and employees, and office visitors.

Reserved residential parking will be located on the residential parcels. On mixed-use parcels with residential and retail uses, provisions will be made to reserve the residential parking spaces. Residential parking spaces will be unbundled to provide flexibility for residents, and it generally keeps car ownership lower which supports the lower end of City’s municipal code requirements. The publicly accessible park will have its own surface parking lot and on-street parking will be time limited during the day for general use.

W9 Page G-2.497
Willow Villages Transportation Demand Management (TDM) Plan October 2022
7 2. SITE CONTEXT - TRANSPORTATION SERVICES
The transportation system serving the project site includes roadways, pedestrian and bicycle facilities, and transit services. The existing transit, bicycle and pedestrian facilities, and planned project improvements that will support travel to the site by modes of transportation other than driving alone are described below. The data presented represents transit operating conditions prior to the shelter in place order issued March 16, 2020.

2.1 NEARBY TRANSIT SERVICE
The City of Menlo Park encourages the use of transit as an alternative mode of transportation and is served by two major transit providers: SamTrans and Caltrain. San Mateo County Transit District (SamTrans) provides bus service throughout San Mateo County and into parts of San Francisco and Palo Alto. Caltrain provides commuter rail service between San Francisco and San Jose. In addition, Caltrain shuttles provide access from the Menlo Park Caltrain Station to the Willow Road area office buildings during commute hours.

Paratransit services are also available for seniors and people with disabilities. The transit district offers RediWheels paratransit service for persons with disabilities who are unable to take SamTrans regular buses.

Figure 4 shows the existing transit bus routes and bus stops that serve the Project site. Table 1 summarizes hours of operation and service frequencies for the bus routes nearest the site.

2.1.1 EXPRESS BUS SERVICE BETWEEN THE EAST BAY AND PENINSULA The Dumbarton Express is an all-day, limited-stop bus service that takes riders from the East Bay to the Peninsula via Dumbarton Bridge on two bus routes. The DB route serves stops on Willow Road in Menlo Park and connects to the Downtown Palo Alto Transit Center. The DB1 route serves stops on Willow Road in Menlo Park north of US 101 and connects to Stanford Research Park via Oregon Expressway.

Dumbarton Express bus stops that serve the Willow Village site are located on Willow Road and are accessible within a five-minute walk to and from the site. The closest existing stops are located at the intersection of Willow Road and Ivy Drive and Willow Road and Hamilton Avenue.

2.1.2 CALTRAIN
Caltrain provides weekday commuter rail service between San Jose and San Francisco. There are currently 46 trains traveling northbound to San Francisco and 46 trains traveling southbound from San Francisco each weekday. A total of 65 trains that serve the Menlo Park Station each day. The Menlo Park and Palo Alto Downtown stations are located approximately 3.0 miles W10 Page G-2.498
Willow Villages Transportation Demand Management (TDM) Plan October 2022
8 southwest of the Project site and can be accessed by a twenty-minute bicycle ride, or a thirty-minute bus ride on either M4-Willow Road Shuttle or Dumbarton Express bus routes near the Willow Village site that drop riders off directly in front of the Menlo Park and Palo Alto Caltrain stations. Meta currently provides additional private shuttle service for their Menlo Park workers to the Palo Alto, Menlo Park, and Redwood City Caltrain stations.

2.1.3 M4-WILLOW ROAD SHUTTLE
The M4-Willow Road Shuttle is a free commuter shuttle open to everyone. It runs between the Menlo Park Caltrain station and the Willow Road area business parks. The M4-Willow Road Shuttle schedule operates Monday through Friday during the peak period Caltrain schedule. The Menlo Park shuttle service has been in operation since 1989 and is funded through grants from San Mateo City/County Association of Governments, Bay Area Air Quality Management District, and the City of Menlo Park. The closest stops are located south of the Project site along O’Brien Drive, northeast of the intersection of Willow Road and Ivy Drive, and along Hamilton Court and Adams Court.

TABLE 1: NEARBY TRANSIT SERVICES
Route From To
Weekdays Saturdays Sundays
Operating
Hours
Peak
Headway
(minutes)
Operating
Hours
Headway
(minutes)
Operating
Hours
Headway
(minutes)
Dumbarton Express
DB Union City
BART
Stanford
Oval
5:20 am to
8:45 pm 20 No Service
DB1 Union City
BART
3475 Deer
Creek Road
5:20 am to
8:30 pm 20 No Service
Caltrain Shuttle
M4-Willow
Road
Menlo Park
Caltrain
Hamilton
Court
7:00 am to
10:00 am &
3:15 pm to
6:15 pm
60 No Service

2.1.4 PARATRANSIT
SamTrans paratransit is provided to eligible individuals with disabilities who are prevented from using regular transit services. The San Mateo County Transit District provides paratransit using Redi-Wheels on the bayside of the county and RediCoast on the coast side. Eligible Willow Village residents and employees could use this service to reach nearby destinations.

W11 Page G-2.499
HamiltonAve
GreenoaksDr
Clarke Ave
Rolison Rd
Oak Grove
Ave
E Bayshore Rd
Spring St
Selby Ln
Woodland Ave
El Camino Real
|}84
|}109
|}82
£¤101
Palo Alto
Station
Menlo Park
Station
Atherton
Station
Marsh Rd
Willow
Rd
Ringwood Ave
5Th Ave
Valparaiso Ave
Pulgas Ave
Embarcadero Rd
Broadway St
University Ave
Bay Rd
Atherton Ave
Middlefield Rd
Existing Transit Service
Figure 4
Transit_Routes
Dumbarton Express
Santa Clara Valley
Transportation Authority
Stanford Marguerite Shuttle
Caltrain Shuttle samTrans
Project Site (Willow Village)
City Boundary
Facebook Willow Village
2 MILE
\\Fpsj03.fpainc.local\data\Projects\_SJ18_Projects\SJ18_1860_Facebook_Willow_Village\Graphics\ADOBE\SJ18_1860_Fig04_Existing_Transit_Service.ai Caltrain Line and Station AC Transbay
2-Mile Buffer
W12 Page G-2.500
Willow Villages Transportation Demand Management (TDM) Plan October 2022
10 2.2 EXISTING PEDESTRIAN AND BICYCLE FACILITIES

2.2.1 EXISTING AND PROPOSED PEDESTRIAN FACILITIES
Pedestrian facilities near the site include sidewalks, crosswalks, curb ramps, and pedestrian signals. There is a continuous sidewalk along Willow road on the east side of the street. To access the west side of Willow Road from the Project site, there are two existing signalized crosswalks within walking distance from the proposed development. The existing crosswalks are located at the intersection of Willow Road and Ivy Drive and the intersection of Willow Road and Hamilton Avenue. Most of the existing pedestrian activity occurs at the Willow Road and Hamilton intersection, which is the closest pedestrian connection to the Bayfront and Classic campuses.

As part of the Willow Village development and to enhance the pedestrian experience, publicly accessible open spaces within the Project site are proposed including a publicly accessible park located northeast of the intersection of Willow Road and Ivy Drive, an off-street bike and pedestrian path connecting O’Brien Drive to the proposed Willow tunnel, town square, retail district, and a dog park near O’Brien Avenue. Figure 2 shows the location of the proposed open spaces within the Project site.

The Project proposes to implement pedestrian crossing improvements along Willow Road. These improvements include installation of new traffic signal at the proposed intersection of Willow Road and Park Street, and sidewalk and landscape improvements. The project will implement a grade separated pedestrian crossing near the Hamilton Avenue and Willow Road intersection via the elevated park.

Pedestrian improvements will also be evaluated the intersection of Ivy Drive and Willow Road. Per the proposed site plan, the Project proposes a new intersection at O’Brien Drive requiring new traffic signals with pedestrian crossing considerations.

2.2.2 EXISTING AND PROPOSED BICYCLE FACILITIES
The California Department of Transportation (Caltrans) recognizes four classifications of bicycle facilities:
• Class I Shared-Use Path, or commonly referred to as a Bikeway or Bike Path, is a facility separated from automobile traffic for the exclusive use of bicyclists. Class I facilities can be designed to accommodate other modes of transportation, including pedestrians and equestrians, in which case they are referred to as shared use paths.

W13 Page G-2.501
Willow Villages Transportation Demand Management (TDM) Plan October 2022
11 • Class II Bicycle Lane is a dedicated facility for bicyclists immediately adjacent to automobile traffic. Class II facilities are identified with striping, pavement markings and signage, and can be modified with a painted buffer to become a buffered bicycle lane (Class II) • Class III Bicycle Route is an on‐street route where bicyclists and automobiles share the road.

They are identified with pavement markings and signage and are typically assigned to low‐ volume and/or low‐speed streets.

W14 Page G-2.502
Willow Villages Transportation Demand Management (TDM) Plan October 2022
12 • Class IV Cycle Track or Separated Bikeway, commonly referred to as a protected bicycle lane, is a facility that combines elements of Class I and Class II facilities. They offer an exclusive bicycle route immediately adjacent to a roadway similar to a Class II facility but provide a physical separation from traffic with plastic delineators, raised curb, or parked automobiles.

Class I shared use path and class II bicycle lanes exist near the site, as shown in Figure 5. Willow Road west of the Project site, has class II bike lanes on both sides of the street which are connected to the Bayfront recreational trail shared use path along Bayfront Expressway to the north of the Project site. As part of the Menlo Park Comprehensive Bicycle Development Plan, class II bike lanes are proposed along O’Brien Drive connecting Willow Road to the University Avenue. In addition, Class II bike lanes exist along University Avenue serving local trips with north-south connectivity between East Palo Alto and Bayfront recreational trail. The comprehensive plan recommends class III shared on-street facility along Hamilton Avenue. As part of the proposed Willow Village development, there will be an off-street multi-use pathway adjacent to the East Loop Road that provides north-south connectivity between the proposed North Loop Road and O’Brien Drive within the Project site.

W15 Page G-2.503
Hamilton Ct
Sara
t
o
ga
Ave
Chilco St
Ivy Dr
Hamilton Ave
Willow Rd
University Ave
|}114
|}109
|}84
£¤101
JPB Rail Corridor
East Palo
Alto
Menlo Park
Willow
Village
Pulgas
Av
e
Newbridge St
Bay Rd
Bay Rd
Existing and Proposed Bicycle Facilities
Figure 5
Existing Bike Facility
Class I Bike Path
Class II Bike Lane
Class III Bike Route
Proposed Bike Facility
Class I Bike Path
Class II Bike Lane
Class III Bike Route
Class IV Bike Lane (Buffered)
Project Site
City Boundary
Facebook Willow Village

0.5 0.5 MILE
N:\Projects\_SJ18_Projects\SJ18_1860_Facebook_Willow_Village\Graphics\GIS\MXD\SJ18_1860\SJ18_1860.aprx O'Brien Dr
W16 Page G-2.504
Willow Villages Transportation Demand Management (TDM) Plan October 2022
14 2.3 EXISTING CARSHARE
Carsharing allows members to reserve vehicles by the hour or the day, and is typically used for short-term, local trips. Carsharing supports commute modes of travel such as transit, carpooling, walking, and biking, by providing users with access to a vehicle when needed during the workday. There are several Carsharing providers located near or in Menlo Park include Zipcar, Enterprise, Hertz, Avis, and Budget. Meta sponsors three existing carshare vehicles operated by Enterprise. There is one existing Zipcar located within the project study area near Meta Building 58.

Additionally, other carshare services allow residents and neighbors to offer their own vehicles as part of carsharing services (peer-to-peer) such as Getaround, and Turo (formerly Relay Rides).

2.4 EXISTING RIDESHARE
Ridesharing is the term to describe grouping travelers into common trips, which allows travelers to better utilize empty seats in passenger cars or vans. Rideshare matching programs, such as 511 Regional Rideshare Program, Scoop, Waze Carpool, Uber Pool, Lyft Carpool, Duet, Carma Carpooling, and other ridesharing apps help carpools and vanpools to form by matching drivers and passengers. Ridesharing services make it easy to coordinate carpools and allows residents or employees to consider downsizing or eliminating the number of vehicles they own.

2.5 EXISTING RIDE HAILING
Ride hailing is for-hire, point-to-point transportation services, which include transportation network companies (TNCs) and taxis. Within the last few years, TNCs, such as Uber and Lyft, have become the primary method of ride hailing since the many users can easily utilize smartphone apps to send requests for rides.

Like carshare and rideshare, ride hailing makes it easy to coordinate and reserve a ride, which allows residents and employees to consider downsizing or eliminating the number of vehicles they own.

Meta has instituted ride hailing lounges on three of their Menlo Park Campuses including the Willow Village campus. The ride hailing lounges provide a centralized location where TNC vehicles are directed to pick up or drop-off their users.

W17 Page G-2.505
Willow Villages Transportation Demand Management (TDM) Plan October 2022
15 3. TDM MEASURES AND STRATEGIES
There are numerous strategies that can be used to encourage residents and workers to use modes of transportation other than driving alone and, therefore, reduce the vehicle miles traveled (VMT) and parking demand generated by a development. TDM is made up of two key components. The first component are the physical design features of a project that allows users not to drive-alone such as combining residential, retail and office uses; building design features such as showers and changing areas and providing pedestrian and bicycle facilities. The second component are the operational programs offered by employers and residential building managers that will reduce drive-alone travel.

The following sections describe a proposed set of programs that could be used to reduce drive-alone trips to the office, residential, retail and hotel components of the project.

3.1 OFFICE COMPONENT TDM
It is assumed that Meta will occupy the office component of the Willow Village project. Meta currently operates an aggressive TDM program that substantially reduces the number of solo drivers to their Menlo Park campuses. A reduction in solo drivers directly reduces the number of vehicles trips at the campus by two trips - one inbound trip in the morning and one outbound trip in the afternoon. Recent Meta surveys 1 demonstrated that the drive-alone rate for the Menlo Park campuses is 51%. The drive-alone rate for commuters in San Mateo County is 69% as reported in the 2017 American Community Survey, U.S. Census Bureau. Approximately 34% of Meta workers use the Meta shuttles for their commutes.

While the commuter shuttle service is a major component of the TDM program, Meta offers a broad range of services, subsidies, and amenities to their workers that make it possible to use travel alternatives to driving alone. Table 2 summarizes the existing Meta TDM measures that will be available to workers working at office component of Willow Village. These programs include drive-alone alternatives such as transit subsidies, shuttles, carpools, and vanpools. In addition, Meta provides key support services and amenities such as “last-mile” connections to Caltrain, showers and changing rooms, secure bike storage, preferential vanpool parking, intra-campus trams within the Menlo Park campuses, and carshare that frees workers from needing a personal vehicle at the workplace. The campuses also include other amenities such as banking services, a wellness clinic, fitness centers, and food service. Meta’s TDM program also has an extensive education and marketing program that provides workers information beginning at their initial job orientation.
1 Fehr & Peers conducted ground counts of all driveways serving Meta’s Menlo Park campuses for three days in October 2018. This driveway data was combined with transit ridership, carpool, and vanpool data provided by Meta to develop mode splits for the 4-hour peak period from 7:00 AM to 11:00 AM. The analysis is documented in Fehr & Peers memorandum Facebook Menlo Park Campus 2018 Mode Share Monitoring, December 3, 2019.

W18 Page G-2.506
Willow Villages Transportation Demand Management (TDM) Plan October 2022
16 TABLE 2: META OFFICE TDM PROGRAM
TDM Measure Description Meta Program
Transit Pass Subsidy
Monthly
reimbursement for
public transit
commute costs (fare).

Full time employees and interns are eligible for a subsidy of up to $260/month toward eligible public transit.

New Hire Clipper Card
Program
Clipper cards with
cash value for use on
specific transit
agencies.

Clipper cards with $130 e-cash loaded are available to new workers to allow for immediate use of public
transportation.

Parking at BART, and
Caltrain
Monthly
reimbursement for
parking at specific
transit stations.

Up to $100 month reimbursement available for
parking at Caltrain and BART.

Last-Mile Transit
Connections
Shuttles to/from
nearby transit
facilities.

Meta will provide dedicated shuttles to nearby transit
facilities to provide reliable connections between transit stops and the Menlo Park campuses.

Commuter Shuttle
Bus Services
Private shuttle service
from various regions
of the Bay Area to the
Menlo Park campuses.

Currently, Meta provides free direct services between
Menlo Park and Sunnyvale, Palo Alto, San Francisco,
Mountain View, Cupertino, Campbell, Berkeley, Oakland,
Dublin, Castro Valley, Redwood City, San Jose, Fremont, Danville, San Ramon, Los Gatos, Millbrae, San Mateo,
Santa Cruz, Scotts Valley, Marin, Saratoga, and other cities for workers.

Bicycle Amenities
and Perks
Lockers, showers,
towel service, bicycle
pumps, FixIt selfrepair station, etc.
• A 24/7 DIY FixIt station will be located within the
office complex along with a free vending machine
with emergency parts for repair.
• Routine Bike to Work Days with giveaways are held
with bike shop staff leading group rides.
• Each worker-occupied building has interior bike
parking, and a bike cage that offers additional bike
parking space.

W19 Page G-2.507
Willow Villages Transportation Demand Management (TDM) Plan October 2022
17 TDM Measure Description Meta Program
Bike Sales and Rentals
Bikes available for
purchase and rental
onsite.

Discounted bikes are available for sale onsite and sold below MSRP and include a commuter-ready package with
a helmet, lights, and a U-lock.

Bike rentals are available for periods of 1-2 weeks for visiting employees.

Vanpool Program
A program that allows
groups of people to
share rides to and
from work.

Meta contracts with Enterprise to assist in the formation of vanpools. Groups of five workers can form a vanpool.

Meta pays for the vehicle costs, insurance, and
maintenance. The vanpool members pay for fuel.

Carpool Matching
with the Internal Ride
App
Scoop & Meta Ride
App for carpool
match.

Meta is in the processing of transitioning to Scoop for carpool matching between workers. Previously, they used their Ride App to connect workers to coordinate a
carpool.

Dedicated Vanpool
Parking
Dedicated parking for
Vanpools. Meta provides preferred parking for Vanpools.

Education and
Promotion
Educational and
promotional events to
encourage employees
to use alternative
modes to travel to
and from the
workplace.

Drop-in commute advice is available through the
Transportation Desk at the transportation hubs. There will be four transportation hubs when Willow Village is open.

Events and competitions for prizes include bike
commuting classes and Bike to Work days. New workers
receive information on various commute options during
orientation.

Emergency Ride
Home
Rides provided for
employees in case of
emergency.

In the event of an emergency, Meta provides rides home
to all rideshare and alternative mode commuters who
may not have a vehicle readily accessible.

Campus Bike Share
Program
Bicycles provided for
employee use on
campus.

This program provides Meta Bike Share Bicycles for
workers to use for trips around campus.

Intercampus Tram and
On-Demand Car
Service
Tram service to
transport workers
between buildings.

A fleet of electric and non-electric vehicles to transport employees between buildings, and a separate on-demand
car service for moving between campuses at Menlo Park.

Carshare Car sharing available
on campus.

A fleet of shared cars that are available to reserve for free if employees use alternative transportation to commute and have a mid-day errand or business appointment offsite.

Meta provides Enterprise vehicles for employees and there are also publicly available Zipcars.

W20 Page G-2.508
Willow Villages Transportation Demand Management (TDM) Plan October 2022
18 TDM Measure Description Meta Program
Amenities
Provision of services
at the campus so
workers do not need a
vehicle at work or do
not need to make
mid-day trips.

Meta provides a wide range of on-site amenities for
workers that minimize the need to make trips in personal vehicles. These amenities include:
• cafes
• banking services/ATMs
• dry cleaning services
• fitness center(s)
• wellness center
• bicycle shop & DIY FixIt stations
• car wash services
• auto services (oil changes)
• vehicle fueling
Source: Fehr & Peers / Meta Transportation Group, August 2020 As noted above, the Meta TDM program reduces the commute drive-alone rate to 51% as compared to the county average drive-alone rate of 69%. This is a reduction of 26% in the drive-alone rate over the county average. This level of drive-alone reduction is sufficient to reduce the peak hour trips by more than 20% relative to the Institute of Transportation Engineers general office trip generation for the office component of the Project. There will be additional peak period commute trip reductions due to the presence of nearby housing in the residential/retail portion of the project.

3.1.1 TDM ENHANCEMENTS TO REDUCE OFFICE PARKING DEMAND
The Willow Village Parking Assessment Report (July 2021) identified that there would be a shortfall in the office seated worker parking supply of 106 spaces (vehicles). Therefore, the Meta TDM program will need to make modest improvements to shift more seated workers from driving-alone to other commute modes to reduce the office worker parking demand. As stated above the current drive alone for the entire MPK campus (Classic, Bayfront, Willow, and Chilco) is 51 percent. If the parking reduction is assumed to occur only at the Willow Village campus, the drive-alone rate for the Willow Village campus would need to be

49.7 percent. However, Meta TDM programs are available to all seated workers in Menlo Park. Any enhancements to the TDM programs will be applied to all Meta seated workers; therefore, to achieve a reduction of 106 spaces, the overall Menlo Park drive-alone rate would need to be 50.6 percent. To achieve this 0.5% reduction, Meta will need to invest additional resources into their existing programs and, possibly, add to or expand the commute programs offered to workers.

As described above, Meta’s has an extensive set of TDM programs that they can utilize to reduce the drivealone rate by expanding existing programs and/or offering higher incentives not to drive alone. Some of the key TDM programs Meta could enhance or increase their investment to achieve the reduction in drivealone rate and reduce the parking demand are:

W21 Page G-2.509
Willow Villages Transportation Demand Management (TDM) Plan October 2022
19 • Employee shuttle service – expanded service areas or frequency of service • Bicycle commute incentives – amenities such as showers, lockers, fix-it stations, bike rentals and bike sales to employees
• Carpool matching – service to match Meta employees to form carpools or van pools • Vanpools – provision of a van for groups of five or more employees • Public transit incentives – subsidized transit passes and station parking costs • Implement and/or maintain flexible work schedules and work from home policies that will reduce the number of workers on-campus during the work week
In addition to these existing TDM programs, Meta is considering new TDM programs and activities that will promote other modes of travel for commuters including bicycle facility improvements and parking management options.

The Meta Transportation team monitors TDM program effectiveness and refines the TDM programs to meet the needs of their workers. The TDM program monitoring and evaluation is designed to determine the effectiveness of each individual program and the program’s ability to reduce peak period vehicle trips, eliminate drive alone vehicle trips, and reduce parking demand. Programs that are under performing may be replaced with new programs that are designed to better meet workers’ commute travel needs. Therefore, this TDM Plan is designed to evolve over time. A description of the TDM monitoring is provided in Section

3.3 Monitoring Program.

3.2 RESIDENTIAL/RETAIL COMPONENT TDM
While the Office TDM program will be delivered by Meta to their workers, the TDM program for the residential, retail, and hotel (Residential/Retail TDM) components will be delivered by multiple entities including property management companies for residential uses and individual businesses for the retail, restaurant, and entertainment uses. Either the property owner’s association or a Transportation Management Association will be created to coordinate the delivery of the Residential/Retail TDM Plan. The Association will improve the effectiveness of the programs and potentially reduce the overall costs to deliver the TDM programs. The Association will establish by laws for the operation of the organization and establish a funding mechanism for common services provided by the Association. The Association will be formed prior to the completion of the first phase of construction.

The City of Menlo Park will require the Willow Village Project to implement a TDM program that will reduce the trip generation of the proposed land uses by 20% as compared to the trip generation using standard Institute of Transportation Engineers (ITE) trip generation rates. The 20% reduction will be accomplished through both design features of the Project that make it easier to travel without a vehicle, and specific programs or incentives to reduce the number of drive-alone vehicle trips. The Willow Village Residential/Retail TDM program will consist of strategies that are aimed at discouraging single-occupancy W22 Page G-2.510
Willow Villages Transportation Demand Management (TDM) Plan October 2022
20 vehicle trips and encouraging alternative modes of transportation, such as carpooling, taking transit, walking, and biking. Strategies included in most TDM programs address a wide range of transportation factors, including parking, transit access, shared mobility, bicycle infrastructure, site design, education and encouragement, and management.

TDM reductions for the Project were estimated based on the California Air Pollution Control Officers Association (CAPCOA) research and methodologies as described in Quantifying Greenhouse Gas Mitigation Measures (2010) and more recent research for the California Air Resources Board Zero Carbon Buildings and Communities studies.

Residential and commercial land use TDM credits were calculated separately, as certain TDM measures are more appropriately applied in the commercial arena or vice versa. For example, for commercial tenants, vanpools and rideshare may be effective tools to reduce employee solo vehicle trips. However, vanpools would be difficult to implement for residents who are traveling from the Project to many disparate destinations. For residents, unbundling parking is a more effective strategy as residents are incentivized to reduce car ownership to save on monthly rental costs for a vehicular parking space. Additionally, the net effectiveness of commute trip reductions is reduced for the commercial land uses as those measures are only applicable to the work trips made by commercial land use employees, rather than the trips made by commercial patrons.

Table 3 provides a list of physical and programmatic TDM actions that could be provided to the retail/hotel employees and Willow Village residents along with an indication of which use or uses they are appropriate.

The TDM measures listed in Table 3 include both physical design measures such as pedestrian and bike facilities and programs that help shift travelers out of their personal vehicles. In addition, Table 3 also includes reserved measures that could be used to improve the performance of the Residential/Retail TDM plan, as needed in the future.

TABLE 3: WILLOW VILLAGE RESIDENTIAL/RETAIL TDM PROGRAM
TDM Description Implementation Retail/
Hotel
Employees
Residents Reserved
Measure
Transportation
Management
Association
Create an
Association for
the mixed-uses.
• Information sharing
• Education & marketing
function – TDM
coordinator
• Pooled resources to
reduce costs
• Provide emergency rides
home for workers
• Assist in monitoring TDM
programs
 
W23 Page G-2.511
Willow Villages Transportation Demand Management (TDM) Plan October 2022
21 TDM Description Implementation Retail/
Hotel
Employees
Residents Reserved
Measure
Increasing
diversity of land
uses
Increasing
developed area
dedicated to a
complementary
but uncommon
or nonexistent
use in the
surrounding
neighborhood
Proposed development
includes a combination of
multi-family residential units
with retail spaces including
grocery, restaurants,
entertainment, and hotel.
 
Housing Housing built
near job center
Willow Village development
includes multifamily
residential units which could
accommodate some of the
workers working in the office,
retail, and hotel components
of the development.

Public Transit
Improved
Service
Coordination
with SamTrans
to provide
potential service
options to the
site.

The property managers and
employers will work with
SamTrans staff to improve
service area around the
Project site through providing
new frequent routes or rerouting the existing SamTrans routes.
 
Bicycle
Amenities
Lockers &
showers
Clothing lockers and showers
are provided in the overall
design of the hotel. Facilities
may be provided by other
commercial spaces as tenant
improvements are prepared.

Bicycle network
Integration of
the Project site
bike network
into the City’s
bike network
The Proposed site plan
includes a network of publicly
accessible open spaces and a
bike and pedestrian path
which will be integrated into
the City of Menlo Park’s bike
network.
 
W24 Page G-2.512
Willow Villages Transportation Demand Management (TDM) Plan October 2022
22 TDM Description Implementation Retail/
Hotel
Employees
Residents Reserved
Measure
Vanpool
Program
A program to
allow groups of
people to share
rides to and
from work.

Sponsored by mixed-use
owners and/or employers
through the Association, the
vanpool program would take
advantage of serving all the
retail employment. A
combined service could be
explored to take advantage of
the large number of Meta
workers for ride matching.

Carpool
Matching
Use of public or
private service
Use of 511 RideMatch,
SCOOP or WAZE Carpool for
employees. This is a reserved
action for residents. Most ride
matches are made at the
place of employment. The
Association’s ride matching
could potentially take
advantage of the substantial
number of Facebook Meta
workers for ride matching
 
Dedicated
Carpool/
Vanpool
Parking
Dedicated
parking for
multipleoccupancy
vehicles
Spaces will be provided for
carpools and vanpool in
parking structures for groups
that form carpools or
vanpools.
 
Shared Parking
Provision of
shared pool of
parking for the
mixed-use
development
The retail, hotel, office visitors,
and residential guests will
share a pool of parking.
 
Emergency Ride
Home
Rides provided
for employees
in case of
emergency
In the event of an emergency,
the Association provides rides
home to hotel / retail
employees that use
alternative modes to
commute to work.

Wayfinding and
Lighting
Provision of
wayfinding
signage and
lighting
The project developer will
provide bicycle, pedestrian,
transit and vehicle wayfinding
signage and lighting
throughout the development.
 
W25 Page G-2.513
Willow Villages Transportation Demand Management (TDM) Plan October 2022
23 TDM Description Implementation Retail/
Hotel
Employees
Residents Reserved
Measure
Carshare
Car sharing
located in
public parking
areas
Shared cars that are available
for a fee to retail/hotel
employees and Willow Village
residents to run errand or
business appointment offsite.

Fees could be subsidized for
employees using alternative
modes for their commute.
 
Bicycle Parking
Enclosed secure
bicycle parking
Incorporated into the design
of the mixed-use and hotel
buildings.
 
Bicycle Repair
Stations
Do it yourself
repair stations
located in the
development
These facilities allow residents
and employees to repair and
maintain bicycles that can be
used for their commutes.
 
Bike Sharing
Provision of
bike share
stations at the
development
The property managers and
employers will work with the
City of Menlo Park to
advocate for bike share
stations at the development.
 
Commute
Assistance
Center/Website
Information
sharing to new
residents &
employees
A function provided by the
Association for the mixed-use
component.
 
Unbundled
Residential
Parking / Limit
Parking Supply
Separate sale or
lease of a
vehicular
parking
Unbundled parking, which
separates the sale or lease of
a vehicular parking space
from the sale or lease of living
units, will be provided for all
market-rate residential units.

Metered OnStreet Parking
Priced on-street
parking
On-street parking would be
priced. This measure requires
coordination and approval
from the City of Menlo Park.
 
Parking
Management &
Off-Street
Parking Fees
Priced off-street
parking
The retail & residential district
will implement a parking
management system for the
shared and residential parking
as described in the text.
 
Source: Fehr & Peers, May 2022
W26 Page G-2.514
Willow Villages Transportation Demand Management (TDM) Plan October 2022
24 The TDM programs promote use of transit, carpooling, vanpooling, biking, and walking to reduce vehicle trips. These programs are complimented by physical design features such as bicycle parking, pedestrian and bicycle features, and showers/changing areas in large workspaces. Each TDM strategy has an associated range of effectiveness in reducing vehicle trips and the combination of strategies have an overall effectiveness. The overall effectiveness is not simply additive when programs are combined since some of the programs overlap in terms of their markets and effectiveness. For this analysis, we evaluated the range of effectiveness as shown in Table 4 and have chosen to use the average of the range of the combined strategies effectiveness.

Based on the CAPCOA and CARB research, it is estimated that the Project’s Residential/Retail TDM program would reduce the residential, retail, and hotel trips as follows:
• Residential trip reduction 24%
• Retail trip reduction 18%
• Hotel trip reduction 20%
The overall trip reduction from the Residential/Retail TDM program as proposed would be approximately 20%. The estimates represent the average of the potential range effectiveness for each land use supported by evidence from the application of these same measures at other projects reported in the CAPCOA and found in more recent CARB research.

The City of Menlo Park requires that the project monitor the effectiveness of the TDM programs in achieving a 20% reduction in trips. The TDM monitoring program is outlined below for the Mixed-Use and Office Components.

TABLE 4: WILLOW VILLAGE RESIDENTIAL/RETAIL TDM PROGRAM EFFECTIVENESS TDM Strategy Residential Retail Hotel
Parking
Unbundle Parking & Reduced Parking Supply Up to 20% -- -- On-Street Parking Fees 3% to 11% 3% to 11% 3% to 11%
Off-Street Parking Fee (reserved program) 6% to 11% 6% to 11% 6% to 11% Bike & Walk
Secure Parking Up to 1% Up to 1% Up to 1%
Showers & Lockers Up to 1% -- --
End of Trip Repair Stations Up to 1% Up to 1% Up to 1%
W27 Page G-2.515
Willow Villages Transportation Demand Management (TDM) Plan October 2022
25 TDM Strategy Residential Retail Hotel
Bike Share & Subsidies Up to 1% Up to 1% Up to 1%
Commute Programs / Association
Marketing Program 3% to 10% Up to 1% Up to 1%
Commute Incentives -- Up to 1% Up to 1%
Total of All Measures 11% to 36% 9% to 27% 9% to 31%
Source: Fehr & Peers, December 2021
W28 Page G-2.516
Willow Villages Transportation Demand Management (TDM) Plan October 2022
26 4. WILLOW VILLAGE TDM MONITORING PLAN
The City’s Zoning Ordinance requires annual reporting to evidence achievement of the intended TDM reduction. While the Zoning Ordinance does not specifically describe the monitoring process, City staff has requested a monitoring plan as a means of demonstrating compliance. This section outlines a TDM monitoring plan designed to document the effectiveness of the office and mixed-use TDM plans.

As outlined above in Sections 4.1 and 4.2, there are two distinct components in the Willow Village TDM plan. The office component of the plan will be implemented by Meta as the sole owner and occupant of the office space. The mixed-use component (residential, retail, and hotel) will have multiple owners, property managers, and tenants; therefore, a Transportation Management Association (Association) will be established to assist in the implementation, coordination, and reporting of the programs included in the residential / retail TDM plan. While the Association can assist in the implementation and reporting, the ultimate effectiveness of the residential / retail TDM programs will depend on the execution by each Association member.

4.1 OFFICE TDM (TRIP CAP) MONITORING
Meta is proposing an office trip cap for Willow Village office uses that is consistent with the trip caps currently used on both the Classic and Bayfront campuses. The proposed office trip cap and monitoring for the Willow Village campus is presented in the memorandum entitled Willow Village Trip Cap Proposal, August 15, 2020. The proposed daily and peak hour trip caps meet or exceed (in the peak hours) the City’s TDM Ordinance reduction of 20% over ITE rates. The proposed annual trip cap monitoring report provides information on the driveway vehicle counts, special events, and any exceedances of the caps, as well as a list of TDM programs that are provided by Meta to their workers. The monitoring report of the Willow Village Office trip cap, and TDM program, will be packaged with the other trip cap monitoring reports for the Classic and Bayfront campuses and provided together to the City.

While the final details of the worker monitoring program will be established in collaboration with City staff, the key components of the office TDM monitoring are summarized below:

Meta Workers
Worker auto and transit vehicle trips will be monitored at the two worker parking structures where workers will park their cars and the Meta shuttle hubs are located. The proposed design of the workers parking structures will allow for monitoring at the entries and exits used by autos and transit coaches. Therefore, it will be possible to monitoring these locations with automated devices 24-hours a day, 365 days a year.

W29 Page G-2.517
Willow Villages Transportation Demand Management (TDM) Plan October 2022
27 Office Visitors (Shared Parking Structures)
Since the office visitor parking will be shared with the retail and hotel uses, an alternative monitoring approach will be established to determine the trips associated with office visitors. There will be multiple shared parking facilities within the Town Square and mixed-use portion of the project (parcels 2 and 3). The mostly likely location for office visitors to park would be in the central Town Square parking structure. The basic monitoring approach would be to use a commercial parking application to track visitor activity. Validation of the parking would be provided when checking in at security. The validation data will be included as a part of the annual monitoring reporting to account for visitor trip. This process is similar to the adjustments currently being made at the Classic and Bayfront campuses for ride hailing activity, monument sign visitors, and shuttles that stop at multiple campuses.

Ride Hailing Trips
Ride hailing trips destined to Willow Village office campus will be co-mingled with the retail and residential ride hailing trips. The ride hailing passenger loading will be located along Main Street and will be used by retail visitors as well as office visitors and workers. Like the ongoing monitoring at Classic and Bayfront, ride hailing activity would be surveyed each year to show the amount of activity generated by each component of the project. The resulting adjustment factor would be integrated into the annual reporting by Meta on their office worker analysis.

Event Days
As described in the Parking Assessment Report, Meta will develop an event transportation plan to minimize the number of trips on event days. To allow for these medium and large events there would be an allowance for up to 25 days per year when there could be exceptions to the trip cap.

The structure of these exceptions will be worked out with the City of Menlo Park and are similar to exceptions allowed under the Classic and Bayfront trip caps. In addition, to these 25 event days, the monitoring would also include non-event exclusions as allowed under the existing trip caps at Classic and Bayfront.

Implementation
The implementation of the Willow Village office trip caps would use a similar approach that is currently used at the Classic and Bayfront campuses. The worker parking structures would be monitored on a daily basis at the entries and exits. The Willow Campus monitoring systems will be subject to the same calibration procedures used for the other campuses in terms of the physical monitoring equipment. At the Willow Campus, Meta will also need to include data on the number of daily office visitors, number of the shuttles serving multiple MPK campuses, and ride hailing activity related to the office campus. These survey data would be used to determine daily W30 Page G-2.518
Willow Villages Transportation Demand Management (TDM) Plan October 2022
28 adjustment factors that would be combined with the office parking counts. The adjusted total trips would be used to determine Meta’s compliance with the office trip caps.

4.2 RESIDENTIAL / RETAIL TDM MONITORING PLAN
As stated above, monitoring of the residential / retail TDM Plan introduces several challenges since there is no single entity responsible for the implementation of the TDM programs. The creation of, and requiring membership in, the Association will provide a means to coordinate the TDM efforts executed by the property owners, property managers, and major tenants. The Association can implement some TDM programs that will benefit from sharing resources between the Association members. However, many of the programs will be implemented by the property owners, property managers, and individual tenants in the retail spaces. The Association can also serve as a clearing house for gathering data, summarizing it, and documenting the TDM performance of the residential properties and retail tenants (including the hotel).

The residential / retail TDM annual monitoring will include the following components:
• Driveway Vehicle Counts – A minimum of three days of parking structure driveway counts will be provided for the driveways in the mixed-use and town square districts. This data will be collected using the control gates at each driveway. To the extent feasible, control gate data for the reserved residential parking areas will be reported.
• Parking Occupancy Counts – The parking structure and surface parking occupancy counts will be used to determine the intensity of parking demand. If the parking occupancies are over 95-percent, it may indicate that additional TDM programs are needed. • On-Street Parking Turnover Counts – Once a year, parking turnover counts will be collected for the on-street parking spaces within the mixed-use and town square districts. The turnover counts will include all types of on-street parking including standard spaces, commercial loading zones, and passenger loading zones.
• Inventory of TDM Facilities – information related to the physical features that help to reduce drive-alone vehicles and increase the use of active modes of travel. • TDM Program Data – A summary of the programs and activities being used by Association members to reduce vehicle trips and supporting data on participation rates. • Resident and Retail/Hotel Employee Travel Behavior Surveys – the Association may conduct Annual surveys to establish the travel behavior of Willow Village residents and retail employees.

TDM programs can be targeted at residents and retail employees since there is direct contact with these cohorts. Retail customers, hotel guests, and residential guests will not be included in the survey. Depending on the parking management plan, data from the parking control gates could be used to estimate these activities.

W31 Page G-2.519
Willow Villages Transportation Demand Management (TDM) Plan October 2022
29 The Association will be responsible for coordinating the monitoring of and reporting on the residential, retail and hotel components of the Willow Village project. The Association will prepare an annual report documenting the following aspects of the residential and retail TDM plan.

Finalize the Monitoring Plan
The plan outlined below represent the proposed approach for monitoring the TDM performance to confirm that the Residential / Retail TDM programs are effective in reducing trips. Due to the complexity in monitoring individual land uses within a mixed-use development where there is shared parking, there may be a need to adjust the monitoring plan that is implemented. There may be a need to modify the annual surveys in order to capture more information. Therefore, it is anticipated that following an initial round of monitoring refinements may be necessary. This will be like the process that was used when developing the Classic and Bayfront campus trip cap monitoring. The following components would make up the annual monitoring:

Inventory of TDM Facilities
The Association will establish and maintain an inventory of the TDM related facilities. The inventory would include a tabular summary and map showing the location of the facilities serving the residential, retail, hotel, and town square parcels. This inventory would include features such as:
o Bicycle and Pedestrian Networks
o Bicycle Parking – Long-term and Short-term
o Bike Share Locations
o Bicycle Repair Stations
o Other Bicycle Amenities (i.e., location of public restrooms) o Dedicated Carpool/Vanpool Parking Locations
o Carshare Locations
TDM Program Data
The Association would compile a summary of the TDM programs operated by each member of the organization. This data would include descriptions of the services provided by each of the members and programs sponsored by the Association.
o Transportation Demand Coordinators – list of names and contact information o Commute Assistance Centers/Websites – list of locations and URLs o Carpool Matching – number of carpools
o Vanpool Programs – number of vanpools
o Transit Subsidies – any subsidies provided to residents or employees o Emergency Ride Home – existence of program and description of the service W32 Page G-2.520
Willow Villages Transportation Demand Management (TDM) Plan October 2022
30 o Unbundled Residential Parking – description of programs and data on use of program o Off-Street Parking Fees (non-residential / shared parking area) – status and rates o Metered On-Street Parking – status and rates
o Public Transit Improved Service – actions taken by Association Annual Surveys - Residents and Retail Employee
An annual survey of the residents and retail employees will be conducted to determine the effectiveness of the TDM programs being used by the Association members. Due to the shared parking, it is not feasible to use vehicle trip counts by the retail, hotel, and office visitor trips. Therefore, the Association would conduct an annual survey of residents and retail employees. These cohorts represent the people that TDM programs can be directly marketed to through property managers and employers. The residential survey would be the same survey used for the Residential VMT mitigation monitoring. Other users, such as retail customers, hotel guests, and residential guests, have no direct link to the Association members.

As discussed above, the annual survey methodology would be developed and refined in collaboration with City staff. The surveys would need to collect sufficient information to determine key travel behavior of the residents and employees. Since the information from residents will need to be more detailed than for employees, there will be two survey formats. For employees, questions related to their commute travel, work schedule (days per week), and place of residence (city) will be requested. For residents, data will be requested on their place of work (zip code) and travel behavior including mode of travel and time of travel.

Given the uncertainty around the post-pandemic return to work, the surveys will need to gather information on frequency of travel. The final format of the surveys will need to protect personal privacy while collecting sufficient data to understand travel behavior and calculate the trip reduction compared to the standard Institute of Transportation Engineers trip rates.

Prior to the first survey, an analysis will be prepared to determine sample sizes needed to have a statistically significant results within an agreed to level of confidence. The analysis will also determine what is a representative sample within the overall residential, retail employee, and hotel employee populations. The Association will pay of the statistical analysis, and it will be conducted by a qualified firm acceptable to the City of Menlo Park and the Association. For the first annual survey, the Association and consultant that developed the survey procedures will implement the survey for both residents and retail/hotel employees. Once the survey methodology is validated, the Association or a third party would implement subsequent annual surveys.

W33 Page G-2.521
Willow Villages Transportation Demand Management (TDM) Plan October 2022
31 Driveway Count Data
At the time that the resident and retail employee survey is conducted, driveway counts will be collected from the parking control gates for all mixed-use and town square district parking and at the surface parking areas.
o Driveway Counts All Vehicles – Three midweek, weekdays of control gate data that captures all vehicles entering and exiting the parking structures.

The purpose of the driveway vehicle counts is to document the effectiveness of the TDM plan to reduce vehicles trips to/from the mixed-use and town square districts.

Residential Vehicle Counts – VMT Mitigation Monitoring
Mitigation Measure TRA-2 requires that the residential land use of the Project Site implement a TDM Plan that will achieve trips reductions so that the residential uses will generate less than or equal to 6,023 daily trips. Should a different number of residential units be built, the total daily trips will be adjusted accordingly.

One element of the VMT monitoring will be to count the number of vehicle trips accessing the residential parking areas. Residential parking is controlled by gates either at parking structure driveways or at internal gates within the shared parking structures. Therefore, residential vehicle trip counts will be collected at the driveway control gates. On parcels 4, 5, 6, and 7 the parking structures are solely for the use of residents. On parcels 2 and 3 where there are shared parking structures the access to the residential parking is controlled by gates located within the parking structure. These interior gates are used to keep other non-resident users (retail, hotel, and office visitors) from accessing the residential parking. The residential counts will be conducted for three consecutive weekdays during a typical work week, when school is in session.

During the process of finalizing the monitoring plan, a methodology will be developed to estimate an average number of residential guests and apply it as a reduction in the total daily trips allowed for residents (below 6,023 trips). Based on a review of available industry publications, there was no data that separates out resident and guest trip making; therefore, this ratio would be established in the initial set up of the monitoring and applied to subsequent monitoring cycles.

Parking Occupancy Data
At the time that the resident and retail employee survey is conducted, a parking occupancy analysis will be conducted in the residential and share parking structures and for the on-street parking. The survey and parking occupancy study will be conducted in the fall or spring (agreed to by the City) when school is in session and there are no holidays or special events, the following data will be collected:

W34 Page G-2.522
Willow Villages Transportation Demand Management (TDM) Plan October 2022
32 o Parking Occupancy Counts – On two weekdays and one weekend day, parking occupancy counts will be conducted in the parking structures, surface parking lots, and the on-street parking spaces between the hours of 7:00 AM and 7:00 PM. Counts will be collected in onehour intervals. Any stacked valet parking will also be counted.

The purpose of the parking occupancy study is to document the peak parking demand. If the parking demand is greater than 95 percent of the physical stalls. The Association will need to document how they will address the additional demand through valet parking or added TDM programs to reduce parking demand.

On-Street Parking Turnover Data
An on-street parking turnover study will be performed for three weekdays which is contemporary to the driveway counts. The parking turnover counts will be collected for the on-street parking spaces within the mixed-use and town square districts. The turnover counts will include all types of on-street parking including standard spaces, commercial loading zones, and passenger loading zones. At a minimum, the data should capture the hours of 7:00 AM to 7:00 PM when office, retail, restaurants, and entertainment venues are active.

The parking turnover data will be used in conjunction with the driveway counts to estimate the vehicle trips associated with the mixed-use and town square districts.

Annual Monitoring Report
The Association will prepare an annual TDM monitoring report that contains the information from the tasks listed above. The report will document the performance of the Residential / Retail TDM Plan as compared to the trip generation values from Table 4, which show the following trip generation estimates:
• Section A – The project trip generation using standard Institute of Transportation Engineers (ITE) trip rates from the ITE Trip Generation Manual, 10th Edition. • Section B – The project trip generation applying a 20% reduction from the ITE standard rates as required by the City’s TDM Ordinance.
• Section C – The project trip generation used in the transportation impact analysis (C1) and the adjusted mixed-use daily trips with the implementation of the VMT Mitigation TRA-2.

The report will be submitted the report to the City for review. If the TDM programs are falling short of the TDM standards, the Association will work with members to improve or expand their individual TDM programs. The Association will report back to the City what additional actions are being taken.

W35 Page G-2.523
Willow Villages Transportation Demand Management (TDM) Plan October 2022
33 Table 4: Trip Generation Summary – Office, Mixed Use, & Total Daily Totals AM Peak Hour PM Peak Hour
Office Mixed-Use Total Office Mixed-Use Total Office Mixed-Use Total A. Standard (Gross) ITE Trip Generation1
(based on ITE rate for each land use) 22,796 18,783 41,579 2,572 905 3,476 2,780 1,688 4,468 B. 20% TDM Reduction per Ordinance 18,237 15,026 33,403 2,058 724 2,781 2,224 1,350 3,574 Reduction from Standard ITE Rates -20% -20% -20% -20% -20% -20% -20% -20% -20% C. Project Trip Generation2

1. With TDM reduction / no pass by reduction) 18,237 15,026 33,403 1,670 726 2,396 1,670 1,237 2,907 Reduction from Standard ITE Rates -20% -20% -20% -35% -20% -31% -40% -27% -35%

2. With Residential VMT Mitigation3 18,237 13,522 31,759 1,670 726 2,396 1,670 1,237 2,907 Reduction from Standard ITE Rates -20% -22% -20% -35% -20% -31% -40% -27% -35% 1 - Calculated using the trip generation data summarized in Table 2A Trip Generation for Development Phases of the Proposed Facebook Willow Village Campus in Menlo Park, California, Hexagon Transportation Consultants, June 14, 2021. Daily, AM, and PM peak hour average rates published in ITE Trip Generation Manual, 10th Edition, 2017 were used for each land use.
2 – Trip generation data summarized from Table 13 Project Trip Generation Estimates (Main Project Site) Facebook Willow Village Campus Transportation Impact Analysis, Hexagon Transportation Consultants.
3 – Residential VMT Mitigation TRA-2 reduces the residential daily trips to a maximum of 6,023 trips, a reduction of an additional 1,504 daily trips from the original trip generation estimates.

W36 Page G-2.524
W37 Page G-2.525
Illustrative WV Construction Phasing Schedule
10/18/2022 2022 2023 2024 2025 2026 2027
Year 1 Q1 Year 1 Q2 Year 1 Q3 Year 1 Q4 Year 2 Q1 Year 2 Q2 Year 2 Q3 Year 2 Q4 Year 3 Q1 Year 3 Q2 Year 3 Q3 Year 3 Q4 Year 4 Q1 Year 4 Q2 Year 4 Q3 Year 4 Q4 Year 5 Q1 Year 5 Q2 Year 5 Q3 Year 5 Q4 Year 6 Q1 Year 6 Q2 Year 6 Q3 Year 6 Q4 Year 7 Q1 Constr
Phase (Mos.) BMR SF Units
Horizontal Infrastructure InfrastructureN. Garage 1 21 North Garage S. Garage 1 12 South Garage
MCS 1 31 MCS/Elevated Park
O1 1 20 132,774 O1
O2 1 23 160,082 O2
O3 1 22 209,123 O3
O4 1 21 167,808 O4
O5 1 24 236,268 O5
O6 1 25 215,989 O6P2 MU 1 30 32 327 P2 ** ***
P3 MU 1 38 42 419 P3 **
P6 MU 1 24 18 178 P6 ** ***
P7 MU 1 22 120 120 P7 **
P4 MU 2 30 62 440 P4
P5 MU 2 24 34 246 P5Hotel 1 16 Hotel
Town Square 1 15 Town Square Infrastructure
** Podium completion
Dates are preliminary and subject to change *** Roof Framing K1

ATTACHMENT X
Page G-2.526
North Loop Road
Willow Road
Ivy Drive
Adams Court
Hamilton Avenue
Main Street
O’Brien Drive
Center Street
East Street
SamTrans Corridor
Park Street (Public)
West Street (Public)
Main Street (Public)
Main Street (Public)
East Loop Road (Public)
East Loop Road
PARCEL 3
56
PARCEL 2
56
PARCEL 4
56
PARCEL 6
56

PUBLICLY

ACCESSIBLE PARK
DOG PARK PARCEL 7 56
PARCEL 5
56
MCS
HOTEL
TOWN
SQUARE

PAVILION

ELEVATED
PARK
OFFICE
CAMPUS
3$5&(/
O1
O2
O3
O4
O5
SG
NG
O6

WILLOW VILLAGE
Menlo Park, CA
Peninsula Innovation PartnersMASTER PLAN
0 100 200 300 500 700'1" = 100' at 24" x 36"
2 min. Walk 1/2 ac
1/8 ac
October 12, 2022
Conceptual Master Plan

ATTACHMENT Y
Page G-2.527
080937\16252990v15 Exhibit D, p. 1

EXHIBIT D

WILLOW VILLAGE PHASING PLAN
Project Component Timing/Milestones1 Required Minimum
Number of Residential
and BMR Units
associated with such
Phase of Construction2

1. Demolition, Grading, and
Infrastructure Installation

1. Commence construction
following approval of all
applicable Improvement Plans for
the area of construction

2. Elevated Park and Meeting
and Collaboration Space
(“MCS”)

2. Commence construction
concurrently with or after
completion of demolition,
grading and infrastructure for the
area of construction
1 The milestones set forth in this exhibit are based upon Developer’s plan to construct six (6) office buildings as reflected in the Willow Village CDP. In the event that office building square footages shift considerably in the reasonable judgment of the City Manager (e.g., increase by more than twenty-five percent (25%) as to any office building or buildings that trigger(s) a milestone) or combine, the obligations set forth in this exhibit shall shift in a correlative manner through a meet and confer process between the Parties, with resulting changes to this exhibit being documented in writing by the Parties through an Operating Memorandum pursuant to Section 8.7 of this Agreement.
2 Final distribution of residential units, including BMR units, to be determined at building permit for each building containing residential units. Reduction from required minimum number of units by up to five percent (5%) is permitted. Reduction from required number of units by more than five percent (5%) but less than up to ten percent (10%) requires approval through an Operating Memorandum pursuant to Section 8.7 of this Agreement. Reduction from the required number of units by more than 10 percent (10%) requires approval through amendment of this Agreement pursuant to Section 8.1 of this Agreement.

ATTACHMENT Z Page G-2.528
080937\16252990v15 Exhibit D, p. 2
Project Component Timing/Milestones1 Required Minimum
Number of Residential
and BMR Units
associated with such
Phase of Construction2

3. First, Second and Third
Office buildings

3. Commence construction
concurrently with or after
commencement of Elevated Park
and MCS
Complete Structural Podium of
the mixed-use building on Parcel
2 (“RS2”) and the residential
building on Parcel 6 (“RS6”)
prior to final Certificate of
Occupancy (“COO”) for first
office building, but if a temporary
COO has been issued, no later
than 120 days from the issuance
of a temporary COO for the first
office building.

Complete roof framing of RS2
and RS6 prior to final COO for
the second office building, but if
a temporary COO has been
issued, no later than 120 days
from the issuance of a temporary
COO for the second office
building.

4. Residential buildings RS2
and RS6

4. Commence construction
within 4 months after
commencement of construction
of first office building
RS2 and RS6 have a
combined total of 505
units, including 54 BMR
units

5. Fourth Office building 5. Commence construction of
RS2 and RS6 prior to issuance of
building permits for the fourth
office building
Issue final COO for RS6 prior to
final COO for the fourth office
building, but, if a temporary COO
has been issued, no later than 120
days from the issuance of a
temporary COO for the fourth
office building
Page G-2.529
080937\16252990v15 Exhibit D, p. 3
Project Component Timing/Milestones1 Required Minimum
Number of Residential
and BMR Units
associated with such
Phase of Construction2

6. Sixth Office building 6. Complete construction of
podium of the mixed-use building
on Parcel 3 (“RS3”) and the
residential building on Parcel 7
(“RS7”) prior to issuance of
building permits for the sixth
office building
Commence construction of the
residential building on Parcel 4
(“RS4”) and the residential
building on Parcel 5 (“RS5”)
prior to final COO for the sixth
office building, but, if a
temporary COO has been issued,
no later than 120 days after the
issuance of a temporary COO for
the sixth office building
RS3 and RS7 (senior
building) have a
combined total of 539
units, including 162
BMR units
RS4 and RS5 have a
combined total of 686
units, including 96 BMR
units
Page G-2.530
080937\16252990v15 Exhibit F, p 1

EXHIBIT F

WILLOW VILLAGE COMMUNITY AMENITIES

TIMING PROVISIONS
Building Related Amenities Timing/Milestones/Valuations

1. Elevated Park/MCS 1. First Vertical Improvements to be constructed

2. Grocery Store and Rent Subsidies 2. Grocery store located in RS2 (first residential building);3 final COO for Grocery
Store tenant improvements to be issued within
12 months after final COO for RS2, but, if a
temporary COO has been issued, no later than
16 months from the issuance of a temporary
COO for RS2
Offsite Amenity

1. Affordable Housing Contribution 1. Total contribution of $5 Million to City, with an initial payment of $2 Million upon
issuance of first building permit for vertical
construction and three subsequent payments
of $1 Million on the anniversary of such
issuance

2. Air Quality and Noise Monitoring
Equipment Funding

2. Prior to issuance of the first demolition
permit

3. Willow Road Feasibility Study funding or
for other use as determined by City

3. $100,000 prior to issuance of first building
permit for vertical construction

4. Funding for Job Training Programs 4. Ongoing funding of $8,304,907 total for:
a) Year-up and Hub from February 2022-
December 2024
b) Job Train from January 2022- December
2023

5. Teacher Housing Rent Subsidies 5. Ongoing funding of $1,745,319 total for February 2022- March 2024
3 RS2 is the residential building located on Parcel 2.

ATTACHMENT AA Page G-2.531
080937\16252990v15 Exhibit F, p 2
Building Related Amenities Timing/Milestones/Valuations Vertical Buildout Amenities

1. Bayfront Shuttle 1. Bayfront Shuttle to be operational at the earlier of the opening of the Grocery Store or
the completion of the Elevated Park

2. Bank/Credit Union 2. Complete Construction and secure final COO within 12 months after final COO for
RS3, but, if a temporary COO has been
issued, no later than 22 months after the
issuance of a temporary COO for RS3

3. First Phase Dining (9,000 SF of
restaurants/cafes)

3. Complete Construction and secure final
COO within 9 months after final COO for
RS3, but, if a temporary COO has been
issued, no later than 13 months after the
issuance of a temporary COO for RS3

4. Second Phase Dining (2nd 9,000 SF of
restaurants/cafes)

4. Complete Construction and secure final
COO within 18 months after final COO for
RS3, but, if a temporary COO has been
issued, no later than 22 months after the
issuance of a temporary COO for RS3

5. First Phase Community Entertainment
(12,500 SF of Community Entertainment)

5. Complete Construction and secure final
COO within 18 months after final COO for
RS3, but, if a temporary COO has been
issued, no later than 22 months after the
issuance of a temporary COO for RS3

6. Second Phase Community Entertainment
(2nd 12,500 SF of Community Entertainment)

6. Complete Construction and secure final
COO within 24 months after final COO for
RS3, but, if a temporary COO has been
issued, no later than 28 months after the
issuance of a temporary COO for RS3
Page G-2.532
080937\16252990v15 Exhibit F, p 3
Building Related Amenities Timing/Milestones/Valuations

7. Pharmacy Services 7. Timing is dependent on location; Complete Construction and secure final COO:
a) if within Willow Hamilton retail center,
then 12 months after completion of the
Elevated Park elevator tower at the Hamilton
center;
b) if within Willow Village in RS3, then
within 12 months after final COO for RS3,
but, if a temporary COO has been issued, no
later than 22 months after the issuance of a
temporary COO for RS3;
c) if within Willow Village in Office
Building O2 Retail (east side of Main), then
within 12 months after later of (i) final COO
for RS3 to correspond with retail on the west
side of Main (but, if a temporary COO has
been issued, no later than 22 months after the
issuance of a temporary COO for RS3) or (ii)
final COO for O2 (but, if a temporary COO
has been issued, no later than 22 months after
the issuance of a temporary COO for O2); or
d) if within Willow Village Parcel 2 in
conjunction with the grocery store, then
within 12 months after final COO for RS2,
but, if a temporary COO has been issued, no
later than 16 months from the issuance of a
temporary COO for RS2
Publicly Accessible Open Space Amenities

1. Town Square Open Space 2. Complete Construction of Town Square improvements east of West Street, up to O4,
within 12 months after completion of Town
Square garage structural podium regardless of
hotel status; commence construction of
remainder within 6 months after final COO
for hotel and complete within 18 months after
final COO for hotel; maintain improvements
following completion.

2. Elevated Park 5. Commence construction after issuance of first building permit for Elevated Park, and
diligently prosecute to Completion of
Construction

3. Excess Publicly Accessible Open Space 6. Construct concurrent with Completion of Construction of Elevated Park
Page G-2.533
1 Below Market Rate Housing Proposal – Willow Village Master Plan Project 1350 Willow Road
July 20, 2022
Peninsula Innovation Partners, LLC (“Peninsula”) is pleased to provide this Below Market Rate (“BMR”) Proposal for the Willow Village Master Plan Project, located at 1350 Willow Road.  We believe the Willow Village BMR proposal will play a role in addressing the ongoing housing crisis by reaching deeper affordability levels than what is required, while also providing all the units on‐site.  Peninsula intends to provide on‐site BMR units as outlined below.

General Description
The ConnectMenlo General Plan requires developers to participate in the City’s BMR Program.  The latest City of Menlo Park Housing Element (2015‐2023) encourages applicants to build affordable housing for groups with special needs, including seniors, with an emphasis on facilitating development of housing for seniors with very low, low, and moderate incomes. Further, the Housing Element identifies the benefits of market rate developers partnering with affordable housing developers to provide BMR units, noting that units developed in this manner are more likely to serve lower income households.  The Housing Element also emphasizes the need for units at a range of affordability levels, highlighting that an estimated 50 percent of the City’s very low‐income housing need for the 2015‐2023 planning period was for extremely low‐income households.  Additionally, the Housing Element promotes the development of a balanced mix of housing types and densities for all economic segments throughout the community.

The purpose of the City’s BMR Program is to increase the housing supply for households that have very low, low, and moderate incomes, with a primary objective of creating actual housing units rather than collecting fees.  According to the City’s BMR Program, residential development projects that include 20 or more units must provide not less than 15 percent of these units at below market rates to very low, low, and moderate‐income households.  In addition, the BMR Program requires commercial developers to mitigate the demand for affordable housing created by their projects by providing BMR housing on or off‐site, or if that is not feasible, paying a fee.  Mixed use projects must comply with the commercial and residential requirements as applicable to each portion of the development.  The BMR Program permits BMR units to be provided across the full range of affordability levels, provided that the provision of units at extremely low, very low, low and/or moderate income is “roughly equivalent” to the provision of all of the units at the low‐income level.

For both residential and commercial projects, the applicant must enter into a BMR agreement with the City.  The City’s BMR Guidelines require the applicant to submit a proposal for meeting the requirements of the BMR Program.

BMR Housing Proposal Willow Village Master Plan Project July 20, 2022
BB1 ATTACHMENT BB Page G-2.534
2 Willow Village proposes 1,730 residential rental units, necessitating 260 BMR units at full buildout.

Additionally, a BMR unit equivalency for the commercial component of Willow Village would apply, calculated at 52 units (staff calculation is attached as Attachment A).  The total BMR units proposed at Willow Village at maximum buildout is 312 rental units (260 units + 52 units).  Notably, the 52 units reflect an application of the commercial linkage calculation to the full 1.6M SF maximum of office and accessory space.  This approach results in a higher affordable unit calculation than traditionally required, because it calculates a linkage requirement on the uniquely proposed accessory space.  This space is not anticipated to generate any employment or housing demand in excess of the maximum 1.25M SF of office space. If the entire amount of accessory space were excluded, the commercial linkage calculation would result in a requirement for a maximum of 281 units; if only the unusable covered garden space were excluded, the commercial linkage calculation would result in a requirement for a maximum of 291 units.  In addition, the 52 units reflects application of the commercial linkage fee to the full 200K SF of retail and the hotel at 172K SF, whereas the currently proposed architectural control packages contemplate less retail and hotel square footage.

Willow Village is not seeking a State Density Bonus or a City density affordable housing bonus in conjunction with this proposal.

Program Breakdown
The proposed Willow Village BMR Program is comprised of a senior affordable building in in partnership with a non‐profit housing developer, and the remaining inclusionary units will be placed throughout the market‐rate buildings.  The non‐senior inclusionary units will be floating through the market‐rate buildings and the senior affordable units will be provided in a dedicated building.  A diagram identifying the number of BMR units by building will be forthcoming.

Senior Affordable Housing
As noted above, the General Plan supports provision of affordable senior housing, including maximizing the use of available funding mechanisms, partnering with non‐profits, and allowing smaller unit sizes and common dining areas.  The Housing Element includes two specific goals that acknowledge the need for affordable senior housing:

Program Breakdown at Full Buildout

Senior Affordable Building 119
Inclusionary Units 193

Total Units 312
BMR Housing Proposal Willow Village Master Plan Project July 20, 2022
BB2 Page G-2.535
3  Goal H3 — SPECIALIZED HOUSING NEEDS: Provide Housing for Special Needs Populations that is Coordinated with Support Services. Goal H3 is intended to proactively address the special housing needs of the community, including seniors, disabled individuals and the homeless.  Goal H4 — NEW HOUSING: Use Land Efficiently to Meet Community Housing Needs at a Variety of Income Levels, Implement Sustainable Development Practices and Blend Well‐Designed New Housing into the Community. Goal H4 is intended to: (1) promote the development of a balanced mix of housing types and densities for all economic segments throughout the community, (2) remove governmental and non‐governmental constraints on the production, rehabilitation and/or cost of housing where appropriate, and (3) to encourage energy efficiency in both new and existing housing.

According to the Housing Element, the City has a higher percentage of seniors than the county or the state and seniors’ income tends to decline as they age, and thus, creating affordable housing options for seniors is a goal for the City.  Of the 1,740 extremely low income households living in the City in 2012, the majority were seniors.  The local need for affordable senior housing is evidenced by long waitlists at three affordable senior projects in Menlo Park, Sequoia Belle Haven, Crane Place, and Partridge Kennedy.   Additionally, Sequoia Belle Haven received 1,474 applications of 53 senior units, with 1,700 persons added to the interest list.  Jordan Court, another affordable senior project in Berkeley that opened in May of 2022 (income levels of 20%‐60% AMI), received 1,000 applications for 34 units.

The need for affordable senior housing is further documented in the following additional sources:
 According to the Menlo Park Senior Housing Needs Assessment, City of Menlo Park, 2009, there are only 297 senior income restricted rental units in Menlo Park, while the future demand for senior housing in Menlo Park and San Mateo County continues to grow.  A 2009 report by the Livable Communities for Successful Aging states that the population over 65 is projected to increase 73% between 2005 and 2030, from about 91,000 to more than 157,000.  The problem of housing affordability for San Mateo County seniors is two‐fold. Some seniors are living on such modest incomes that they require subsidized affordable housing.

Others own their homes but may find it too demanding and costly to maintain a single‐family home later in life. These seniors might relocate if they could find suitable alternative housing in their communities that they consider affordable.
 According to a 2017 Study done by Get Healthy San Mateo County, while 47% of San Mateo County residents overall pay more than 30% of their income to rent, 64% of the population 65 years and over‐pays this percentage. Of those who are receiving retirement income (49%), their mean income is $30,833, and of the 87% receiving Social Security income, their mean income is $20,847. With median monthly rent for those aged 65 and over in San Mateo County around $1,434, housing affordability for this group will continue to be an issue, especially as this population group increases and more people are seeking out affordable housing options.

BMR Housing Proposal Willow Village Master Plan Project July 20, 2022
BB3 Page G-2.536
4 In response to these identified needs and strong community input, Peninsula intends to partner with Mercy Housing to deliver 119 units of affordable senior housing in a dedicated senior living building. This model is successfully seen throughout the Bay Area.

The BMR Program generally requires that units be distributed throughout the development, but explicitly authorizes the City to waive this requirement to carry out the purposes of the BMR Housing Program and the Housing Element.  As noted above, the Housing Element policies support the provision of affordable, senior housing, which can be accomplished only in a standalone project to comply with fair housing laws.  Providing senior units together in a dedicated building allows the provision of much needed services in a much more efficient manner than possible with dispersed inclusionary units, allowing residents to age in place.  Services may include programs such as health education and risk reduction, on‐site planned physical activities such as yoga and tai‐chi, and financial literacy education (a more detailed explanation of the some of the services that could be provided is included as Attachment B.)  These services are not typical of market rate buildings and provide a higher quality of life for the seniors, helping them live independently and averting/delaying relocation to more institutional care environments.  There is great need for deeply affordable senior housing in the Bay Area, which our proposal will help fill.  Mercy intends to market the senior units in accordance with the BMR Guidelines regarding City of Menlo Park worker and resident preference, subject to compliance with fair housing laws.  Depending on the different state and federal financing programs available to build affordable senior housing, the age restriction is 55 and over or 62 and over.  Currently, Peninsula and Mercy Housing are exploring a variety of federal and state funding programs including the Federal Tax Credit Program, State Multifamily Housing Program, State Infill and Infrastructure Grant, Affordable Housing Program (through the Federal Home Loan Bank), Project Based Section 8, and other local subsidies.

Peninsula also intends to contribute the land for the senior building, which is appraised at $11,400,000.

The major source of affordable housing financing is the Federal Tax Credit Program, which is a competitive allocation.  This funding source is the final to be secured to complete the financing and proceed into construction. The senior project would likely apply for tax credit financing once it can satisfy all the readiness criteria, typically in March or July of a given year (standard funding rounds) and would expect to receive an award three months thereafter.  The readiness criteria include obtaining all other gap sources of funding, which are typically secured in the following order: (1) Local funds (County, City, private sector grants, land contribution, and direct Peninsula investment) and (2) State funding.

County and State funding rounds are only held once a year; the current schedule based on a mid‐2022 potential project approval for both master plan and architectural control permits contemplates applying for County funding in July of 2023 and State Funding in March of 2024 (based historical funding cycles).

County and State funding cannot be sought without project entitlements (a readiness point category), and State Funding cannot be applied for without first securing County and other local funding (similar readiness point category).  The earliest the applicant could apply for tax credit financing is July 2024 and then would expect to receive an award in October 2024.  If the project receives a tax credit allocation in October of 2024, construction would likely commence around Q4 2024, no later than 180 days after the tax credit allocation, and take about 20‐24 months to complete.  It should be noted that the timing of BMR Housing Proposal Willow Village Master Plan Project July 20, 2022
BB4 Page G-2.537
5 funding rounds is subject to change.  The senior housing project will be delivered close to when grocery and other neighborhood serving retail are established, as having such amenities already in place in the community for seniors is important.

Local Match Proposal
One of the sources contemplated for the senior housing is the County of San Mateo Department of Housing Affordable Housing Fund.  Currently, the project contemplates the County source to be about 11% of the total development cost.  The County’s Affordable Housing Fund was created in 2013 with funds derived from a one‐time distribution of Housing Trust Funds held by former redevelopment agencies in San Mateo County. Since that time, the AHF has been annually funded by the County’s Board of Supervisors using a variety of sources including, but not limited to, County Measure K, Housing Authority Moving to Work Reserves, and former redevelopment agency funds reallocated to the County.

Projects are required to meet minimum qualifications and then awarded points if they meet certain scoring criteria.   One of the point categories is a local match category, where the local City has demonstrated a commitment to providing City funds to the project.   In this case, Peninsula Innovation Partners proposes contributing money to the City, and the City would then donate money to the senior affordable housing development without using any of its existing financial resources to fund the project.  This commitment could be evidenced in the form of a letter to the County, promising to commit funding.  A separate point category is that either City‐owned or privately‐owned land be donated to the project, which will be satisfied with the applicant’s land donation to the affordable housing development.  Because funding is extremely competitive, it is important for the project to score as many points as possible.

Inclusionary (Non‐Senior) Housing
The non‐senior inclusionary BMR units will be of the same proportionate size (number of bedrooms and square footage) and location as the market‐rate units in each of the buildings.  They will be distributed throughout the residential buildings and will be indistinguishable from the market rate units from the exterior view (floor plan layouts will follow at a later date). Design and materials to be used in construction of the BMR units in each building will be of comparable quality to the other new units constructed in each of the respective buildings within the overall development.  Inclusionary Units will be proportionately distributed evenly across all frontages and floors, and have proportionately similar amenities as the market‐rate units respectively. The BMR units will float within each building, per section 11.1.7 of the BMR Guidelines.

Based on the current Willow Village phasing plan, Willow Village would deliver 216 BMR units at full buildout of Phase 1, representing over 20 percent of all units in Phase 1, and 96 BMR units at full buildout of Phase 2, which together with the Phase 1 BMR units, represents 15 percent of the Project units.  This proposal front loads the affordable units to be brought on early in the project. An illustrative program breakdown, BMR income breakdown, and proposed unit mix and phasing plan are included as Attachment C.1.

BMR Housing Proposal Willow Village Master Plan Project July 20, 2022
BB5 Page G-2.538
6 Phasing of BMR units
Phase 1
BMR Units
Phase 1
BMR %
Phase 2
BMR Units
Phase 2
BMR % TOTAL %
City BMR Ordinance Units1 164 15.7% 96 14.0% 15.0%
Commercial Linkage Fee Units2 52 5.0% 0 0.0% 3.0%
TOTAL   216 20.7% 96 14.0% 18.0%
The applicant proposes that all 216 BMR units in Phase 1 will pull building permits prior to certificate of occupancy for Office Buildings 2, 3, and 4.   Office Buildings 1, 5, 6, and MCS should be exempt from any mixed‐use timing connection due to the fact that the current number of seated employees on the site today (3,500) is roughly equivalent to the number of proposed new office employees in those buildings.

Proposed Income Levels (Baseline Scenario)
The BMR ordinance requires the provision of BMR units for very‐low, low, and moderate‐income households, the BMR Guidelines allow the City to approve variations in the affordability mix to assist in meeting RHNA requirements, subject to a finding that the mix is “roughly equivalent to the provision of all of the affordable units at the low‐income level.”  The following table demonstrates how the BMR units proposed at Willow Village addresses the City of Menlo Park’s obligations under the most current RHNA:

Income Levels RNHA Menlo Park Willow Village Proposal   Remaining Acutely Low   N/A 0 0
Extremely Low   N/A 82 ‐82
Very Low   740 37 703
Low   426 76 350
Moderate   496 117 379
TOTAL   1,662 312 1,350
Source: ABAG Draft RHNA 2023‐2031 for Menlo Park
Peninsula proposes a BMR program with a mix of income levels to help meet RHNA requirements, at an average affordability of 78.6 percent of Area Media Income (AMI), which is below the City’s required low‐income level of 80 percent of AMI.  The senior units would consist of a mix of extremely‐low and very‐low income units, while the inclusionary units would be available to households earning up to 80% AMI (low income) and 120% AMI (moderate income).
1 Delivered via permit issuance 2 Delivered via permit issuance and 100% of commercial linkage fee units in Phase 1 BMR Housing Proposal Willow Village Master Plan Project July 20, 2022
BB6 Page G-2.539
7 Illustrative BMR Income Breakdown at Full Buildout - BASE SCENARIO Category AMI Limit # Units
Extremely Low (Senior) 30% 82
Very Low (Senior)   50% 37
Low (Inclusionary)   80% 76
Moderate (Inclusionary)   120% 117
120%
TOTAL BMR Units 312

TOTAL PROJECT UNITS 1730
Affordable % 18.0%

PROJECT WIDE Avg. Affordability 78.3%
City of Menlo Park Required Affordability 80.0%

Senior Building Avg. Affordability 36.2%
Inclusionary Avg. Affordability 104.2%
A low‐income equivalency calculation, as requested by staff, is provided in Attachment D.1.  This calculation is modeled after the closest comparable projects low‐income equivalency analysis included in Greystar Menlo Portal BMR Proposal, attached for reference as Attachment E.  The projected market rate rent in this analysis is equivalent to the proposed market rent for the Greystar Menlo Portal project for modelling purposes.  The final unit/BMR mix will be determined along with the conditional development permit approvals.

Alternate Scenario
The applicant is proposing an alternative scenario with inclusionary units available to households earning up to 50% AMI, 80% AMI, and 120% AMI (Attachment C.2).  The corresponding equivalency memo is included as Attachment D.2.  This scenario has a slightly lower affordability, at 78.6%, but does include some very low‐income inclusionary units.

Illustrative BMR Income Breakdown at Full Buildout - ALT SCENARIO Category AMI # Units
Extremely Low (Senior) 30% 82
Very Low (Senior) 50% 37
Very Low (Inclusionary)   50% 12
Low (Inclusionary)   80% 53
Moderate (Inclusionary)   120% 128

TOTAL BMR Units 312
BMR Housing Proposal Willow Village Master Plan Project July 20, 2022
BB7 Page G-2.540
8 TOTAL PROJECT UNITS 1730
Affordable % 18.0%

PROJECT WIDE Avg. Affordability 78.6%
City of Menlo Park Required Affordability 80.0%

Senior Building Avg. Affordability 36.2%
Inclusionary Avg. Affordability 108.2%
In both the baseline and alternate scenarios, the applicant has revised the unit mix to match the income limits per the City and HCD.  We have reflected maximum rents for each income category in the low‐ income equivalency calculation.

Secondary Alternative
Last, the applicant could consider a secondary alternative with the following elements (Attachment C.3):
i) there would be no senior housing,
ii) the residential BMRs obligation would be satisfied with 100% inclusionary units at an 80% average affordability level, and
iii) the commercial linkage units would be satisfied by paying the in‐lieu fee.

This will result in 260 BMR inclusionary units (15% of 1,730, instead of currently 18%) plus the fee of approximately $22 million (per Attachment A).

Please note that the applicant prefers a project that includes the mix of the senior residents coupled with the inclusionary to meet the objectives of the City BMR program, along with providing the commercial linkage units on‐site instead of paying the in‐lieu fee if granted the necessary amount of time to construct them in relation to other buildings.

Conclusion
In summary, this Willow Village BMR proposal achieves deep affordability at extremely low income levels, provides critical housing opportunities for seniors, provides all of the units on‐site versus paying an in‐lieu fee, targets the “missing‐middle” with housing opportunities that are desperately needed and rarely provided, front‐loads affordable units to Phase 1, and surpasses the requirements of Menlo Park when it comes to average affordability of the BMR  units across the project site.

BMR Housing Proposal Willow Village Master Plan Project July 20, 2022
BB8 Page G-2.541
Willow Village Preliminary BMR Commercial Linkage Fee Calculation - Attachment A Current Rate
Existing gross
floor area
dollar amount
(credits)
BMR units
(unit/sf
calculation)
Group A $ 20.46 423,030 $ 8,655,193.80 20.54
Group B $ 11.10 580,880 $ 6,447,768.00 15.37
Total 1,003,910 $ 15,102,961.80 35.90
Current Rate
Proposed gross
floor area dollar amount
BMR units
(unit/sf
calculation)
Group A $ 20.46 1,600,000.00 $ 32,736,000.00 77.67
Group B $ 11.10 372,000.00 $ 4,129,200.00 9.84
Total 1,972,000.00 $ 36,865,200.00 87.51
payment units
$ 21,762,238.20
BMR Unit Equivelency Calculation 52
Factors for unit conversion
Group A 20,600 sf per unit
Group B 37,800 sf per unit
Below Market Rate Comercial Linkage Fee/Unit Calculations Proposed Commercial Linkage Fee
Commercial Linkage Fee (Proposed project
net credits)
Proposed Project Commercial Components
Existing Credits (Existing Gross Floor Area and Land Uses) Prepared by Menlo Park Planning Division
BMR Housing Proposal Willow Village Master Plan Project 4/8/21
July 20, 2022
BB9 Page G-2.542
1 Mercy Housing Resident Services

ATTACHMENT B
Mercy Housing California (MHC) is a leader in an integrated, mission‐based approach that couples the delivery of customized resident and community service enrichments with quality development, management, and maintenance to create healthy communities. MHC has a robust Resident Services Program that serves over 4,715 seniors and is implemented at 49 senior properties throughout California. Resident Services Coordinators (RSCs) are onsite and oversee the delivery of quality programming and services to a culturally diverse group of seniors and individuals with disabilities.

The essential services include a wellness model that has been selected to be responsive to the needs of older adults wishing to "age in place". Service‐enriched housing further addresses the critical factors associated with averting and delaying institutionalization such as continuously monitoring cognitive, functional, and other risk factors; providing wellness services; teaching chronic disease management strategies; and actively coordinating transitions to and from the hospital. The Resident Services Program is designed to include four priority program models: 1) Health and Wellness 2) Economic Development/Housing Stability 3) Education 4) Community Participation.

Health & Wellness
MHC delivers health services coordination to all its residents, offering the following services: basic health & needs assessments, ADL support & screening, health benefit acquisition, health education & risk reduction, physical activities, access to food, wellbeing checks, transition planning, and linkages to preventative and behavioral health care.  Service enriched housing requires strong partnerships with health care providers.

Recognizing that there may be a lack of resources available to residents in the 40‐50% AMI category, MHC will continue to create partnerships that leverage both private and public health agencies to ensure service delivery is enhanced. Current creative partnerships have included working with California State University to implement a Preventative Health Screenings Program on site at all MHC’s senior properties in San Francisco. MHC has also partnered with the Institute on Aging to provide a wellness nurse at three of our senior properties in San Francisco. The wellness nurse provides the following onsite services: comprehensive psychosocial and health assessments and monitoring, blood pressure screening, glucose monitoring, hospital transition planning, and home visits.

All RSCs are trained to be workshop facilitators in Stanford’s Chronic Disease Self‐Management (CDSMP) Class and Matter of Balance. The CDSMP workshop focuses on a self‐management approach in dealing with chronic conditions such as heart disease, arthritis, diabetes, depression, asthma, and other physical and mental health conditions. Residents who have participated in the program have reported improvements in their condition and general well‐being and continue engage in physical activity and exercises.  Also, 80% of residents that have participated in fall prevention workshop report viewing falls and fear of falling as controllable.

BMR Housing Proposal Willow Village Master Plan Project July 20, 2022
BB10 Page G-2.543
2 Economic Development/Housing Stability
MHC’s long‐term impact it to create households that have safe and stable housing, and where renters are in good standing. In order to achieve housing stability, MHC’s services staff work closely with residents, and provide the following services: eviction prevention coaching, lease education, housing options, housing inspection, linkages with financial resources, and referrals. Housing stability activities are provided proactively before any risk of instability of housing occurs or following an incident that increases the resident’s risk of eviction. MHC understands the complex needs of our residents, and therefore we position our residents with the best of resources, so that they can maintain their housing stability.

Education
MHC believes that education plays an important part in empowering residents with the knowledge to make good decisions. The focus of MHC’s education programming is focused around creating Financial Stability. In addition to referrals, Resident Services Coordinators provide the following services: financial stability seminars, financial benefit acquisition, employment and job readiness support, and technology literacy. MHC requires that all properties implement at least one education seminar every month.

Community
Community participation is a vehicle for preventing isolation, reducing conflict, enhancing safety, promoting property and neighborhood pride, and building leadership skills in individual residents.

MHC supports strong resident participation and feedback in all areas of programming and services. In order to achieve this, MHC encourages residents to participate in community events, and join tenant councils and volunteer groups. Resident Services encourages community participation in order to enhance social connections and build community among residents and between and property and the surrounding community.

BMR Housing Proposal Willow Village Master Plan Project July 20, 2022
BB11 Page G-2.544
Program Breakdown
Senior Affordable Building 119
Inclusionary Units 193
Total Units 312
Illustrative BMR Income Breakdown at Full Buildout - BASE SCENARIO Category AMI Limit # Units
Extremely Low (Senior) 30% 82
Very Low (Senior) 50% 37
Low (Inclusionary) 80% 76
Moderate (Inclusionary) 120% 117
120%
TOTAL BMR Units 312
TOTAL PROJECT UNITS 1730
Affordable % 18.0%
PROJECT WIDE Avg. Affordability 78.3%
City of Menlo Park Required Affordability 80.0%
Senior Building Avg. Affordability 36.2%
Inclusionary Avg. Affordability 104.2%
Illustrative Phase 1 at Full Buildout Illustrative Phase 2 at Full Buildout Phase 1 % Affordable Units 20.7% Phase 2 % Affordable Units 14.0% Parcel 7 (Senior Building) BMR Units Total Units
BMR Unit
Mix%
Parcel Total
Unit Mix %
Avg. BMR
Unit Size
Avg. Total
Unit Size Parcel 4 BMR Units Total Units
BMR Unit
Mix%
Parcel Total
Unit Mix %
Avg. BMR
Unit Size
Avg. Total
Unit Size
studio 108 108 91% 91% 466 466 studio 15 106 24% 24% 450 450 one‐bedroom 11 11 9% 9% 633 633 one‐bedroom 32 231 52% 53% 703 703 two‐bedroom 0 1 0% 0% 929 929 two‐bedroom 13 88 21% 20% 1149 1149 three‐bedroom three‐bedroom 2 15 3% 3% 1199 1199
TOTAL BMR Units 119 120 100% 100% 481 485 TOTAL BMR Units 62 440 100% 100% 751 748 PARCEL TOTAL UNITS 120 PARCEL TOTAL UNITS 440
% BMR 99% % BMR 14%
Parcel 2 BMR Units Total Units
BMR Unit
Mix%
Parcel Total
Unit Mix %
Avg. BMR
Unit Size
Avg. Total
Unit Size Parcel 5 BMR Units Total Units
BMR Unit
Mix%
Parcel Total
Unit Mix %
Avg. BMR
Unit Size
Avg. Total
Unit Size
studio 10 100 29% 31% 489 489 studio 7 50 21% 20% 450 450 one‐bedroom 12 113 35% 35% 650 650 one‐bedroom 16 127 47% 52% 764 764 two‐bedroom 11 105 32% 32% 999 999 two‐bedroom 9 57 26% 23% 1030 1030 three‐bedroom 1 9 3% 3% 1252 1252 three‐bedroom 2 12 6% 5% 1260 1260 TOTAL BMR Units 34 327 100% 100% 733 729 TOTAL BMR Units 34 246 100% 100% 799 786 PARCEL TOTAL UNITS 327 PARCEL TOTAL UNITS 246
% BMR 10% % BMR 14%
Parcel 3 BMR Units Total Units
BMR Unit
Mix%
Parcel Total
Unit Mix %
Avg. BMR
Unit Size
Avg. Total
Unit Size
studio 12 118 28% 28% 503 503 TOTAL UNITS PHASE 2 686
one‐bedroom 18 170 42% 41% 723 723 TOTAL BMR UNITS PHASE 296 two‐bedroom 13 131 30% 31% 1078 1078
three‐bedroom
TOTAL BMR Units 43 419 100% 100% 769 772
PARCEL TOTAL UNITS 419
% BMR 10%
Parcel 6 BMR Units Total Units
BMR Unit
Mix%
Parcel Total
Unit Mix %
Avg. BMR
Unit Size
Avg. Total
Unit Size
studio 3 25 15% 14% 500 500
one‐bedroom 7 61 35% 34% 691 691
two‐bedroom 9 77 45% 43% 867 867
three‐bedroom 1 15 5% 8% 1281 1281
TOTAL BMR Units 20 178 100% 100% 771 790
PARCEL TOTAL UNITS 178
% BMR 11%
TOTAL UNITS PHASE 1 1044
TOTAL BMR UNITS PHASE 1 216
Phasing of BMR units
Phase 1 BMR
Units
Phase 1
BMR %
Phase 2
BMR Units
Phase 2 BMR
% TOTAL
City BMR Ordinance Units* 164 15.7% 96 14.0% 15.0%
Commercial Linkage Fee Units* ** 52 5.0% 0 0.0% 3.0%
TOTAL 216 20.7% 96 14.0% 18.0%

WILLOW VILLAGE SUMMARY BMR PROGRAM
Attachment C.1 ‐ BASELINE SCENARIO
BMR Housing Proposal Willow Village Master Plan Project July 20, 2022
BB12 Page G-2.545
Original (Per BMR ordinance requirement of 15% low income) Unit Type AMI (<80%)
Comparable
Market Rents*
Affordable
Rents**
Number
Proposed units
Subsidy
per unit
Total
Subsidy
studio LI                    2,968             2,226 154 742                  114,268 one‐bedroom LI                    3,628             2,721 97 907                    87,979 two‐bedroom LI                    4,370             3,278 55 1,093                 60,088 three‐bedroom LI                    5,518             3,877 6 1,641                   9,847 TOTAL 312       272,182
avg/unit 872
Alternative Proposed
Unit Type AMI Limit AMI Category
Senior/
Inclusionary
Comparable
Market Rents*
Affordable
Rents**
Number
Proposed units
Subsidy
per unit
Total
Subsidy
studio 30% ELI Senior                    2,968                  979 74 1,989               147,216 studio 50% VLI Senior                    2,968              1,631 33 1,337                 44,121 studio 80% LI Inclusionary                    2,968              2,226 17 742                    12,614 studio 120% MI Inclusionary                    2,968              2,226 30 742                    22,260 one‐bedroom 30% ELI Senior                    3,628              1,049 8 2,579                 20,634 one‐bedroom 50% VLI Senior                    3,628              1,748 4 1,880                  7,520 one‐bedroom 80% LI Inclusionary                    3,628              2,721 35 907                    31,745 one‐bedroom 120% MI Inclusionary                    3,628              2,721 50 907                    45,350 two‐bedroom 80% LI Inclusionary                    4,370              3,278 21 1,093                 22,943 two‐bedroom 120% MI Inclusionary                    4,370              3,278 34 1,093                 37,145 three‐bedroom 80% LI Inclusionary                    5,518              3,877 3 1,641                   4,924 three‐bedroom 120% MI Inclusionary                    5,518              4,139 3 1,380                   4,139 TOTAL 312       400,609
avg/unit 1,284
ELI 82
VLI 37
LI 76
MI 117
312
* Estimated market rents inc. utilities from KMA Housing Needs Assesment Dated April 2022, page 33 **San Mateo Rent Limits (HCD Published Limits 2022); inclusive of utilities AMI level studio one two three
25% 25% 816 874 1049 1212
30% 30% 979 1049 1258 1454
50% 50% 1631 1748 2097 2423
60% 60% 1794 1923 2307 2665
80% 80% 2610 2797 3355 3877
90% 90% 2936 3146 3775 4361
100% 3262 3496 4194 4846
110% 110% 3588 3846 4613 5331
120% 120% 3914 4195 5033 5815
Comparison of low income inclusionary requirement to alternate mix proposed (for illustrative purposes)
ATTACHMENT D.1 ‐ BASELINE SCENARIO
BMR Housing Proposal Willow Village Master Plan Project July 20, 2022
BB13 Page G-2.546
Program Breakdown
Senior Affordable Building 119
Inclusionary Units 193
Total Units 312
Illustrative BMR Income Breakdown at Full Buildout - ALT SCENARIO Category AMI # Units
Extremely Low (Senior) 30% 82
Very Low (Senior) 50% 37
Very Low (Inclusionary) 50% 12
Low (Inclusionary) 80% 53
Moderate (Inclusionary) 120% 128
TOTAL BMR Units 312
TOTAL PROJECT UNITS 1730
Affordable % 18.0%
PROJECT WIDE Avg. Affordability 78.6%
City of Menlo Park Required Affordability 80.0%
Senior Building Avg. Affordability 36.2%
Inclusionary Avg. Affordability 108.3%
Illustrative Phase 1 at Full Buildout Illustrative Phase 2 at Full Buildout Phase 1 % Affordable Units 20.7% Phase 2 % Affordable Units 14.0% Parcel 7 (Senior Building) BMR Units Total Units
BMR Unit
Mix%
Parcel Total
Unit Mix %
Avg. BMR
Unit Size
Avg. Total
Unit Size Parcel 4 BMR Units Total Units
BMR Unit
Mix%
Parcel Total
Unit Mix %
Avg. BMR
Unit Size
Avg. Total
Unit Size
studio 108 108 91% 91% 466 466 studio 15 106 24% 24% 450 450 one‐bedroom 11 11 9% 9% 633 633 one‐bedroom 32 231 52% 53% 703 703 two‐bedroom 0 1 0% 0% 929 929 two‐bedroom 13 88 21% 20% 1149 1149 three‐bedroom three‐bedroom 2 15 3% 3% 1199 1199
TOTAL BMR Units 119 120 100% 100% 481 485 TOTAL BMR Units 62 440 100% 100% 751 748 PARCEL TOTAL UNITS 120 PARCEL TOTAL UNITS 440
% BMR 99% % BMR 14%
Parcel 2 BMR Units Total Units
BMR Unit
Mix%
Parcel Total
Unit Mix %
Avg. BMR
Unit Size
Avg. Total
Unit Size Parcel 5 BMR Units Total Units
BMR Unit
Mix%
Parcel Total
Unit Mix %
Avg. BMR
Unit Size
Avg. Total
Unit Size
studio 10 100 29% 31% 489 489 studio 7 50 21% 20% 450 450 one‐bedroom 12 113 35% 35% 650 650 one‐bedroom 16 127 47% 52% 764 764 two‐bedroom 11 105 32% 32% 999 999 two‐bedroom 9 57 26% 23% 1030 1030 three‐bedroom 1 9 3% 3% 1252 1252 three‐bedroom 2 12 6% 5% 1260 1260 TOTAL BMR Units 34 327 100% 100% 733 729 TOTAL BMR Units 34 246 100% 100% 799 786 PARCEL TOTAL UNITS 327 PARCEL TOTAL UNITS 246
% BMR 10% % BMR 14%
Parcel 3 BMR Units Total Units
BMR Unit
Mix%
Parcel Total
Unit Mix %
Avg. BMR
Unit Size
Avg. Total
Unit Size
studio 12 118 28% 28% 503 503 TOTAL UNITS PHASE 2 686
one‐bedroom 18 170 42% 41% 723 723 TOTAL BMR UNITS PHASE 296 two‐bedroom 13 131 30% 31% 1078 1078
three‐bedroom
TOTAL BMR Units 43 419 100% 100% 769 772
PARCEL TOTAL UNITS 419
% BMR 10%
Parcel 6 BMR Units Total Units
BMR Unit
Mix%
Parcel Total
Unit Mix %
Avg. BMR
Unit Size
Avg. Total
Unit Size
studio 3 25 15% 14% 500 500
one‐bedroom 7 61 35% 34% 691 691
two‐bedroom 9 77 45% 43% 867 867
three‐bedroom 1 15 5% 8% 1281 1281
TOTAL BMR Units 20 178 100% 100% 771 790
PARCEL TOTAL UNITS 178
% BMR 11%
TOTAL UNITS PHASE 1 1044
TOTAL BMR UNITS PHASE 1 216
Phasing of BMR units
Phase 1 BMR
Units
Phase 1
BMR %
Phase 2
BMR Units
Phase 2 BMR
% TOTAL
City BMR Ordinance Units* 168 16.1% 96 14.0% 15.3%
Commercial Linkage Fee Units* ** 48 4.6% 0 0.0% 2.8%
TOTAL 216 20.7% 96 14.0% 18.0%

WILLOW VILLAGE SUMMARY BMR PROGRAM
Attachment C.2 ‐ ALTERNATIVE SCENARIO
BMR Housing Proposal Willow Village Master Plan Project July 20, 2022
BB14 Page G-2.547
Original (Per BMR ordinance requirement of 15% low income) Unit Type AMI (<80%)
Comparable
Market Rents*
Affordable
Rents**
Number
Proposed units
Subsidy
per unit
Total
Subsidy
studio LI 2,968             2,226 154 742                  114,268 one‐bedroom LI 3,628             2,721 97 907                    87,979 two‐bedroom LI 4,370             3,278 55 1,093                 60,088 three‐bedroom LI 5,518             3,877 6 1,641                   9,847 TOTAL 312       272,182
avg/unit 872
Alternative Proposed
Unit Type AMI Limit AMI Category
Senior/
Inclusionary
Comparable
Market Rents*
Affordable
Rents**
Number
Proposed units
Subsidy
per unit
Total
Subsidy
studio 30% ELI Senior 2,968                  979 74 1,989               147,216 studio 50% VLI Senior 2,968              1,631 33 1,337                 44,121 studio 50% VLI Inclusionary 2,968              1,631 2 1,337                   2,674 studio 80% LI Inclusionary 2,968              2,226 14 742                    10,388 studio 120% MI Inclusionary 2,968              2,226 31 742                    23,002 one‐bedroom 30% ELI Senior 3,628              1,049 8 2,579                 20,634 one‐bedroom 50% VLI Senior 3,628              1,748 4 1,880                   7,520 one‐bedroom 50% VLI Inclusionary 3,628              1,748 7 1,880                 13,160 one‐bedroom 80% LI Inclusionary 3,628              2,721 28 907                    25,396 one‐bedroom 120% MI Inclusionary 3,628              2,721 50 907                    45,350 two‐bedroom 50% LI Inclusionary 4,370              2,097 3 2,273                   6,819 two‐bedroom 80% LI Inclusionary 4,370              3,278 9 1,093                   9,833 two‐bedroom 120% MI Inclusionary 4,370              3,278 43 1,093                 46,978 three‐bedroom 50% LI Inclusionary 5,518              2,423 0        3,095               ‐ three‐bedroom 80% LI Inclusionary 5,518              3,877 2 1,641                   3,282 three‐bedroom 120% MI Inclusionary 5,518              4,139 4 1,380                   5,518 TOTAL 312       411,890
avg/unit 1,320
ELI 82
VLI 49
LI 53
MI 128
312
* Estimated market rents inc. utilities from KMA Housing Needs Assesment Dated April 2022, page 33 **San Mateo Rent Limits (HCD Published Limits 2022); inclusive of utilities AMI level studio one two three
25% 25% 816 874 1049 1212
30% 30% 979 1049 1258 1454
50% 50% 1631 1748 2097 2423
60% 60% 1794 1923 2307 2665
80% 80% 2610 2797 3355 3877
90% 90% 2936 3146 3775 4361
100% 3262 3496 4194 4846
110% 110% 3588 3846 4613 5331
120% 120% 3914 4195 5033 5815
Comparison of low income inclusionary requirement to alternate mix proposed (for illustrative purposes)
ATTACHMENT D.2 ‐ ALTERNATIVE SCENARIO
BMR Housing Proposal Willow Village Master Plan Project July 20, 2022
BB15 Page G-2.548
Program Breakdown
Inclusionary Units 260
Total Units 260
Illustrative BMR Income Breakdown at Full Buildout - SECONDARY ALT Category AMI # Units
Low (Inclusionary) 80% 260
TOTAL BMR Units 260
TOTAL PROJECT UNITS 1730
Affordable % 15.0%
PROJECT WIDE Avg. Affordability 80.0%
City of Menlo Park Required Affordability 80.0%
Illustrative Phase 1 at Full Buildout Illustrative Phase 2 at Full Buildout Phase 1 % Affordable Units 15.1% Phase 2 % Affordable Units 14.9% Parcel 7 (Market Rate) BMR Units Total Units
BMR Unit
Mix%
Parcel Total
Unit Mix %
Avg. BMR
Unit Size
Avg. Total
Unit Size Parcel 4 BMR Units Total Units
BMR Unit
Mix%
Parcel Total
Unit Mix %
Avg. BMR
Unit Size
Avg. Total
Unit Size
studio 15 108 71% 71% 466 466 studio 16 106 24% 24% 450 450 one‐bedroom 6 11 29% 29% 633 633 one‐bedroom 35 231 53% 53% 703 703 two‐bedroom 0 1 0% 0% 929 929 two‐bedroom 13 88 20% 20% 1149 1149 three‐bedroom three‐bedroom 2 15 3% 3% 1199 1199
TOTAL BMR Units 21 120 100% 100% 514 485 TOTAL BMR Units 66 440 100% 100% 745 748 PARCEL TOTAL UNITS 120 PARCEL TOTAL UNITS 440
% BMR 18% % BMR 15%
Parcel 2 BMR Units Total Units
BMR Unit
Mix%
Parcel Total
Unit Mix %
Avg. BMR
Unit Size
Avg. Total
Unit Size Parcel 5 BMR Units Total Units
BMR Unit
Mix%
Parcel Total
Unit Mix %
Avg. BMR
Unit Size
Avg. Total
Unit Size
studio 15 100 31% 31% 489 489 studio 7 50 19% 20% 450 450 one‐bedroom 16 113 33% 35% 650 650 one‐bedroom 19 127 53% 52% 764 764 two‐bedroom 15 105 31% 32% 999 999 two‐bedroom 8 57 22% 23% 1030 1030 three‐bedroom 2 9 4% 3% 1252 1252 three‐bedroom 2 12 6% 5% 1260 1260 TOTAL BMR Units 48 327 100% 100% 734 729 TOTAL BMR Units 36 246 100% 100% 790 786 PARCEL TOTAL UNITS 327 PARCEL TOTAL UNITS 246
% BMR 15% % BMR 15%
Parcel 3 BMR Units Total Units
BMR Unit
Mix%
Parcel Total
Unit Mix %
Avg. BMR
Unit Size
Avg. Total
Unit Size
studio 17 118 27% 28% 503 503 TOTAL UNITS PHASE 2 686
one‐bedroom 25 170 40% 41% 723 723 TOTAL BMR UNITS PHASE 2 102 two‐bedroom 21 131 33% 31% 1078 1078
three‐bedroom
TOTAL BMR Units 63 419 100% 100% 782 772
PARCEL TOTAL UNITS 419
% BMR 15%
Parcel 6 BMR Units Total Units
BMR Unit
Mix%
Parcel Total
Unit Mix %
Avg. BMR
Unit Size
Avg. Total
Unit Size
studio 4 25 15% 14% 500 500
one‐bedroom 9 61 35% 34% 691 691
two‐bedroom 11 77 42% 43% 867 867
three‐bedroom 2 15 8% 8% 1281 1281
TOTAL BMR Units 26 178 100% 100% 782 790
PARCEL TOTAL UNITS 178
% BMR 15%
TOTAL UNITS PHASE 1 1044
TOTAL BMR UNITS PHASE 1 158

WILLOW VILLAGE SUMMARY BMR PROGRAM
Attachment C.3 ‐ SECONDARY ALTERNATE SCENARIO
BMR Housing Proposal Willow Village Master Plan Project July 20, 2022
BB16 Page G-2.549
Comparison of low income inclusionary requirement to alternative mix proposed by developer Project: Menlo Portal - Scenario 1 and Alternative
Original (Per BMR ordinance requirement of 15% Low Income) Unit size
(e.g 1
bedroom) AMI
Market
Rents
Affordable
rents
Number
proposed
units
Subsidy per
unit Total subsidy
Studio LI 2975 2231 18 744 13392
1 BDRM LI 3475 2606 21 869 18249
2 BDRM LI 4250 3137 8 1113 8904
3 BDRM LI 5000 3625 1 1375 1375
Total 48 41920
873.33 (AVG/UNIT)
NOTES:

Affordable rents based on 2020 San Mateo County Area Median Income Affordable rent calculation assumes family size for each unit: Studio: 1 person; one-bedroom: 1.5 persons; two-bedroom: 3 persons; three-bedroom: 4.5 persons Junior one bedrooms are included in the studio unit count Maximum affordable rents were adjusted not to exceed 75% of market rent for unit size Alternative Proposed
Unit size
(e.g 1
bedroom) AMI
Market
Rents
Affordable
rents
Number
proposed
units
Subsidy per
unit Total subsidy
Studio VLI 2975 1522 3 1453 4359
Studio LI 2975 2231 10 744 7440
Studio MI 2975 2231 5 744 3720
1 BDRM VLI 3475 1631 0 1844 0
1 BDRM LI 3475 2606 4 869 3476
1 BDRM MI 3475 2606 17 869 14773
2 BDRM VLI 4250 1957 0 2293 0
2 BDRM LI 4250 3137 0 1113 0
2 BDRM MI 4250 3187 8 1063 8504
3 BDRM MI 5000 3750 1 1250 1250
Total 48 43522
906.71 (AVG/UNIT)

ATTACHMENT E - GREYSTAR MENLO PORTAL LOW INCOME EQUIVALENCY CALCULATION BMR Housing Proposal Willow Village Master Plan Project July 20, 2022
BB17 Page G-2.550
1 Perata, Kyle T
From: Ali Sapirman <[email protected]>
Sent: Thursday, November 10, 2022 2:51 PM
To: _CCIN; Perata, Kyle T; Murphy, Justin I C
Subject: Please support Willow Village without delay!
Attachments: Willow Village Letter of Support.pdf
CAUTION: This email originated from outside of the organization. Unless you recognize the sender's email address and know the content is safe, DO NOT click links, open attachments or reply.

Dear Mayor Nash, Vice Mayor Wolosin, Councilmembers, and Staff, My name is Ali Sapirman and I am writing on behalf of the Housing Action Coalition, a membersupported nonprofit that advocates for creating more housing for residents of all income levels to help alleviate the Bay Area and California’s housing shortage, displacement, and affordability crisis.

I am writing in strong support of the Willow Village proposal which the Housing Action Coalition has endorsed. I have attached our formal letter of support to this email. Feel free to reach out to me with any questions.

Please support the Willow Village proposal without any delay! In solidarity,
--
Ali Sapirman | Pronouns: They/Them
South Bay Organizer | Housing Action Coalition
50 Otis St, San Francisco, CA 94103
Cell: (407) 739-8818 | Email: [email protected] To opt out of all HAC emails, respond to this email with "unsubscribe all".

Page G-2.551 ATTACHMENT CC
8/3/22
To Whom It May Concern,
The Housing Action Coalition is pleased to endorse Signature Development’s exemplary mixed-use project at Willow Village in Menlo Park. After a detailed presentation, the committee determined the project exceeds our high standards in addressing the regional affordability and displacement crisis.

The committee commends the excellent land use of the project, which replaces a 59 acre site of warehouses and office space with 1,729 new homes, over 1.2 million square feet of office space, 200,000 square feet of retail space, and significant public space in the forms of parklands, a town square, and public plazas. At 99 units per acre, Willow Village will offer much-needed dense housing to the Peninsula and justifies increased spending on local public transportation. The committee recommended the project team work with local elected leaders to bring more transit options to Willow Village.

The project site sits between the Belle Haven neighborhood and East Palo Alto, two historically underserved communities with relatively minimal public transit. Willow Village will include over 2,000 bike spaces and 6,000 car spaces, and while the committee would prefer less car parking to encourage alternate transit use, we understand feasibility concerns for this area. Additionally, the Committee recognizes that a large portion of the parking is dedicated for the new office spaces. Beyond the environmental benefits that increased housing density will bring, all of Willow Village’s buildings will be built with LEED Gold certification. Buildings will be equipped with 100% electric power, and use recycled water, sustainable materials, and increased photovoltaics. Using mass timber as the primary structure material will also substantially reduce carbon emissions. Included in the project is a community space covered by a glass canopy, which the committee thought innovative and beneficial to the public. The committee also admired the project team’s dedication to sustainability, and believes that Willow Village will be a model of sustainable development in the future.

Approximately 20% of Willow Village’s homes will be subsidized affordable, equalling 320 homes. Of these, 120 will be reserved for very-low and extremely low-income seniors. The affordable count has increased in response to community input, and goes above and beyond local standards. In totality, Willow Village will be the largest market rate and affordable home project in Menlo Park.

The project team has been communicating with neighbors for almost four years, and has been responsive to community feedback. This has included prioritizing a grocery store affordable for all residents, reserving retail space for local businesses, adding more affordable homes, and decreasing office space to create a more balanced ratio of homes and offices. In response to concerns about physical and economic separation between Belle Haven and Willow Village, the project introduced an elevated parkway that will cross Willow Road, a major thoroughfare, to connect with Belle Haven. The project will also construct a tunnel under Highway 84 to provide safe access to miles of bayside trails. The committee applauds Signature’s commitment to Page G-2.552
engaging with the community. At the same time, we would like to see increased accessibility to the sky bridge, and also encourage additional connections on the south side of the site.

Overall, we appreciate the project team’s commitment to alleviating the impact on the nearby community. The team has demonstrated continued community involvement by amending plans that achieve the best possible housing outcomes and community open space. We are excited that Signature has committed to union labor for a large portion of the project, and encourage them to continue conversations with labor groups.

The Housing Action Coalition applauds the project team for striving to achieve the best possible project for the community. Ultimately, we are proud to endorse Willow Village, which will provide well-designed and well-located homes that help address our region’s ongoing affordability and displacement crisis.

Corey Smith, Executive Director
Housing Action Coalition (HAC)
Page G-2.553
1 Perata, Kyle T
From: Robert Ott >
Sent: Tuesday, November 8, 2022 4:00 PM
To: _CCIN
Cc: [email protected]; Perata, Kyle T; Murphy, Justin I C Subject: I support Willow Village
CAUTION: This email originated from outside of the organization. Unless you recognize the sender's email address and know the content is safe, DO NOT click links, open attachments or reply.

Dear Council Members, I am writing to express my support for the Willow Village project.

This has been a 5 year project, and it's been collaborative with the community from day one.

I also want to highlight the worsening economic situation, including dramatic layoffs, reduced office spend, and more reductions in real estate over the past 2 months from the company sponsoring Willow Village. It would be beyond horrendous if we allowed politics or slow processes to lead to the withdrawal of transformative, critical resources for this community. Please don't let that happen.

Sincerely,
Robert Ott
Windermere Ave., Belle Haven
Page G-2.554
2 Perata, Kyle T
From: Brian Henry >
Sent: Tuesday, November 8, 2022 7:05 AM
To: _CCIN
Cc: [email protected]; Perata, Kyle T; Murphy, Justin I C Subject: I support Willow Village
CAUTION: This email originated from outside of the organization. Unless you recognize the sender's email address and know the content is safe, DO NOT click links, open attachments or reply.

Dear Council Members,
I am writing to express my support for the Willow Village project. This plan has been developed with the community over the past five years, and it brings critical amenities for Menlo Park’s future. I urge you to approve Willow Village without delay.

Thanks,
Brian Henry
1243 Carlton Ave,
Menlo Park
Page G-2.555
3 Perata, Kyle T
From: Arvind Chari
Sent: Saturday, November 5, 2022 6:59 PM
To: _CCIN
Cc: Perata, Kyle T; Murphy, Justin I C
Subject: I support Willow Village
CAUTION: This email originated from outside of the organization. Unless you recognize the sender's email address and know the content is safe, DO NOT click links, open attachments or reply.

Dear Council Members, I am writing to express my support for the Willow Village project. This plan has been developed with the community over the past five years, and it brings critical amenities for Menlo Park’s future. I urge you to approve Willow Village without delay.

Belle Haven deserves this sort of development, bringing a pride in the community along with the physical investment added to the area.

Sincerely,
Arvind Chari
Page G-2.556
Page G-2.557
5 Perata, Kyle T
From: John Binay
Sent: Friday, November 4, 2022 10:41 PM
To: _CCIN
Cc: Willow Village; Murphy, Justin I C; Perata, Kyle T
Subject: I support Willow Village
CAUTION: This email originated from outside of the organization. Unless you recognize the sender's email address and know the content is safe, DO NOT click links, open attachments or reply.

Dear Council Members,
I am writing to express my support for the Willow Village project. This plan has been developed with the community over the past five years, and it brings critical amenities for Menlo Park’s future. I urge you to approve Willow Village without delay.

Sincerely,
Jean Binay
Former-East Palo Alto resident
Page G-2.558
6 Perata, Kyle T
From: lloydl >
Sent: Friday, November 4, 2022 9:35 PM
To: _CCIN
Cc: [email protected]; Perata, Kyle T; Murphy, Justin I C Subject: I oppose Willow Village
CAUTION: This email originated from outside of the organization. Unless you recognize the sender's email address and know the content is safe, DO NOT click links, open attachments or reply.

Dear Council Members,
I am writing to express my opposition to the Willow Village project.

Willow Village will further the damage Meta/Facebook has done to Menlo Park residents' way of life. It will also worsen the jobs-housing imbalance. The City of Menlo Park should strongly encourage Meta/Facebook to look outside of the Bay Area should it need to expand. It should tell the company that it is no longer welcome to expand in Menlo Park.

For years, Menlo Park has been enormously exposed to a downturn in the company's business. Now, such a downturn appears to be well underway. Picture the company's millions of Bayfront Expressway square feet (and potentially Willow Village) abandoned with no company paying for maintenance and security. Think it can't happen and that Meta/Facebook will be there forever? That is a dangerously naive view.

Please unanimously oppose the Willow Village proposal. Please require Meta/Facebook to spend resources eliminating the risk to the City of Menlo Park associated with the company's already excessive footprint in the city.

Sincerely,
Lloyd L
Flood Triangle
Page G-2.559
7 Perata, Kyle T
From: iamxt1na
Sent: Friday, November 4, 2022 6:34 PM
To: _CCIN
Cc: [email protected]; Perata, Kyle T; Murphy, Justin I C Subject: I support Willow Village
CAUTION: This email originated from outside of the organization. Unless you recognize the sender's email address and know the content is safe, DO NOT click links, open attachments or reply.

Dear Council Members,
I am writing to express my support for the Willow Village project. This plan has been developed with the community over the past five years, and it brings critical amenities for Menlo Park’s future. I urge you to approve Willow Village without delay.

Sincerely,
Christina Alo
1207 Madera Ave, Menlo Park, CA 94025
Page G-2.560
8 Perata, Kyle T
From: Luis Perez
Sent: Friday, November 4, 2022 5:07 PM
To: _CCIN
Cc: Willow Village; Perata, Kyle T; Murphy, Justin I C
Subject: I support Willow Village
CAUTION: This email originated from outside of the organization. Unless you recognize the sender's email address and know the content is safe, DO NOT click links, open attachments or reply.

Dear Council Members, I am writing to express my support for the Willow Village project. This plan has been developed with the community over the past five years, and it brings critical amenities for Menlo Park’s future. I urge you to approve Willow Village without delay.

Sincerely,
Luis Perez
2234 Ralmar Ave, East Palo Alto
Page G-2.561
9 Perata, Kyle T
From: Weichuan Tian
Sent: Friday, November 4, 2022 4:44 PM
To: _CCIN
Cc: [email protected]; Perata, Kyle T; Murphy, Justin I C Subject: I support Willow Village
CAUTION: This email originated from outside of the organization. Unless you recognize the sender's email address and know the content is safe, DO NOT click links, open attachments or reply.

Dear Council Members, I am writing to express my support for the Willow Village project. This plan has been developed with the community over the past five years, and it brings critical amenities for Menlo Park’s future. I urge you to approve Willow Village without delay.

Sincerely,
Weichuan Tian
1495 Kavanaugh Dr, East Palo Alto, CA 94303
Page G-2.562
10 Perata, Kyle T
From: Yichen Tsai
Sent: Friday, November 4, 2022 4:42 PM
To: _CCIN
Cc: [email protected]; Perata, Kyle T; Murphy, Justin I C Subject: I support Willow Village
CAUTION: This email originated from outside of the organization. Unless you recognize the sender's email address and know the content is safe, DO NOT click links, open attachments or reply.

Dear Council Members, I am writing to express my support for the Willow Village project. This plan has been developed with the community over the past five years, and it brings critical amenities for Menlo Park’s future. I urge you to approve Willow Village without delay.

Sincerely,
Yichen Tsai
Kavanaugh Dr, East Palo Alto, CA 94303
Page G-2.563
11 Perata, Kyle T
From: Avi Urban
Sent: Friday, November 4, 2022 3:37 PM
To: _CCIN
Cc: [email protected]; Perata, Kyle T; Murphy, Justin I C Subject: I support Willow Village
CAUTION: This email originated from outside of the organization. Unless you recognize the sender's email address and know the content is safe, DO NOT click links, open attachments or reply.

Dear Council Members,
I am writing to express my support for the Willow Village project. I believe that this development benefit far exceeds the benefits for the immediate neighborhood and Menlo Park, it brings value to the greater Silicon Valley, particularly these days when there are so many other cities and countries which want to attempt to take the place of this area as a hub of innovation and quality of life.

I urge you to approve Willow Village without delay.

Sincerely,
Avi & Yael Urban
1239 Madera Ave. Menlo Park
Page G-2.564
12 Perata, Kyle T
From: Kimberly Baller
Sent: Friday, November 4, 2022 3:32 PM
To: _CCIN
Cc: [email protected]; Perata, Kyle T; Murphy, Justin I C Subject: I support Willow Village
CAUTION: This email originated from outside of the organization. Unless you recognize the sender's email address and know the content is safe, DO NOT click links, open attachments or reply.

Dear Council Members, I am writing to express my support for the Willow Village project. This plan has been developed with the community over the past five years, and it brings critical amenities for Menlo Park’s future. I urge you to approve Willow Village without delay.

Sincerely,
Kimberly Baller
1519 Kavanaugh Dr. East Palo Alto
Page G-2.565
1 Perata, Kyle T
From: Western Specialty <[email protected]> Sent: Thursday, November 10, 2022 4:11 PM
To: _CCIN
Cc: [email protected]; Perata, Kyle T; Murphy, Justin I C Subject: I support Willow Village
CAUTION: This email originated from outside of the organization. Unless you recognize the sender's email address and know the content is safe, DO NOT click links, open attachments or reply.

Dear Council Members: I am writing to express my enthusiastic support for the Willow Village project. I am a lifelong resident of the Bay Area, and more specifically was raised in San Mateo County. During this time, I have seen how communities in certain areas of the County, especially on the East Side, have for the most part not benefited from the developments that have taken place over the past several decades. It is very exciting to see that a vibrant, energizing development is finally being planned for the Belle Haven neighborhood of Menlo Park.

The Willow Village planned development is truly a collaborative, inclusive effort, as the Developer has taken great care to solicit and carefully listen to the community at large and also local housing coalitions and construction trades. They have been listened to and the needs and wishes of the community have been incorporated into the plans.

This development will bring much needed below market, sustainably designed housing to the area, as well as good paying jobs to the local residents. It will also bring a much needed full service grocery store to the area.

And last, but not least, the planned park and pedestrian and bicycle friendly Town Square will provide an arena where positive community engagement will be allowed to flourish.

Sincerely,
Valerie Concepcion, 3715 Quimby Road, San Jose, CA 95148 Page G-2.566

CITY OF EAST PALO ALTO
November 10, 2022
Mayor Nash and Menlo Park City Councilmembers
City of Menlo Park
701 Lauren Street
Menlo Park, CA 94025
Subject: Willow Village Project
Dear Mayor Nash:

This correspondence is being sent at the direction of the East Palo Alto City Council.

The City of East Palo Alto has delivered three letters to the City of Menlo Park regarding the Willow Village project (Project). Previous correspondence focused primarily on project elements related to the California Environmental Quality Act (CEQA) as part of the Notice of Availability (NOA) for the Project. We commend your staff and consultants for their work incorporating the City’s CEQA-related comments into the Project’s Final Environmental Impact Report (FEIR).

The purpose of this letter is to express, in the strongest possible terms, our deep concerns about the potential unintended consequences for residents of East Palo Alto that may result from the approval and eventual construction of this Project. To address these concerns, the East Palo Alto City Council requests that the Menlo Park City Council consider opportunities to offset these potential impacts and require that the developer (Meta/Facebook) provide tangible mitigations as a condition of Project approval.

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

As the new Project progressed through design, East Palo Alto staff and City Council have conveyed these overarching concerns, as well as the following specific areas of interest:

Page G-2.567
• The Project may result in unintended financial consequences for the City of East Palo Alto. For example, it is expected that the Project will include a large grocery store, which is a beneficial amenity for the Belle Haven neighborhood and Menlo Park as a whole, but it is unclear how this store will benefit East Palo Alto. If a significant number of residents frequent this new store, the few smaller grocery stores in East Palo Alto may experience negative impacts to their businesses, and the City will receive decreased sales tax revenues. In addition, increased traffic created by East Palo Alto residents traveling to the new store will only worsen current traffic concerns.
• The East Palo Alto Police Department could be impacted by an increase in calls for service, which would require the City of East Palo Alto to fund more police officers during a time when the City has a significant budget deficit. • The Facebook/Meta expansion is located in close proximity to the Cesar Chavez Ravenswood Middle School, which already experiences traffic congestion during common drop-off and pick-up hours. Facebook/Meta and the City of Menlo Park should ensure that the Project does not impact the students, staff, and other community members connected to the middle school campus. • Traffic and air quality, resulting from increased vehicle traffic through East Palo Alto to access to future Project, are perhaps the greatest concerns. These realities should be acknowledged and City of East Palo Alto should be engaged as a partner to consider necessary infrastructure projects that may be of mutual benefit.
• The City of East Palo Alto has a critical need for emergency-access water storage locations. If water storage may be included in the Project’s design, this would offer support to East Palo Alto residents during a potential emergency.

In accordance with the above considerations, the City Council of East Palo Alto asks that the Menlo Park City Council defer action on the Project until the City of East Palo Alto, Menlo Park, and/or Meta/Facebook have the opportunity to meet to discuss the City’s concerns.

In conclusion, the City of East Palo Alto values its relationship with the City of Menlo Park and Facebook/Meta, yet we are aware that, unless mitigated, many aspects of the Project may negatively impact the residents of East Palo Alto and the City’s ability to achieve our goals. An effective partnership between the City of Menlo Park, Facebook/Meta, and the City of East Palo Alto may successfully address these concerns, thus ensuring that all three entities thrive in the future. The City would be eager to engage in these discussions.

Sincerely,
Ruben Abrica
Mayor
Page G-2.568
Letter of Support for Willow Village
Dear Menlo Park City Council,
My wife, Carolina Lopez and I have raised our family in the Belle Haven neighborhood of Menlo Park since April 1983. We are deeply rooted in this community and we are in full support of the Willow Village project.

We believe the project will bring much needed benefits to us and our neighbors in the form of a full service grocery store and proximity to more restaurants, stores, and community entertainment and gathering spaces. We are especially excited for the additional affordable housing for seniors which will help many of our aging local residents stay in the community and receive the services they need.

We urge you to continue investing in improving the quality of life of Belle Haven residents and approve the Willow Village Project on November 15th.

If you have any questions, please feel free to reach out.

Thank you for your time,
Roberto Lopez and Carolina Lopez
Roberto Lopez and Carolina Lopez
1332 Modoc Ave Menlo Park, CA 94025
650-321-4475
Page G-2.569
1 Perata, Kyle T
From: Perata, Kyle T
Sent: Friday, November 11, 2022 1:09 AM
To: Perata, Kyle T
Subject: FW: Willow Village project

Kyle T. Perata
Planning Manager
City Hall - 1st Floor
701 Laurel St.
tel 650-330-6721
menlopark.gov

From: Halimah Rasheed
Sent: Sunday, November 6, 2022 12:16 PM
To: _CCIN <[email protected]>
Subject: Willow Village project
CAUTION: This email originated from outside of the organization. Unless you recognize the sender's email address and know the content is safe, DO NOT click links, open attachments or reply.

Dear Menlo park city council members, I am writing to express my support for the Willow village project this plan has been developed with the community over the past five years and it brings critical and amenities for Menlo Park‘s future. I urge you to approve Willow Village without delay this is something that our community greatly needs which will also improve the lives of the residents in the city of Menlo Park. I am looking forward to this new addition to our community and this new partnership.

Thank you very much,
Sincerely,
Halimah Rasheed
312 Ivy Drive
Menlo Park, Ca 94025
Sent from Yahoo Mail for iPad
Page G-2.570
1 Perata, Kyle T
From: Perata, Kyle T
Sent: Friday, November 11, 2022 1:10 AM
To: Perata, Kyle T
Subject: FW: I support Willow Village

Kyle T. Perata
Planning Manager
City Hall - 1st Floor
701 Laurel St.
tel 650-330-6721
menlopark.gov

From: Federico Andrade‐Garcia
Sent: Monday, November 7, 2022 12:36 PM
To: _CCIN <[email protected]>
Cc: [email protected]; Perata, Kyle T <[email protected]>; Murphy, Justin I C <[email protected]>
Subject: I support Willow Village
CAUTION: This email originated from outside of the organization. Unless you recognize the sender's email address and know the content is safe, DO NOT click links, open attachments or reply.

Dear Council Members, I am writing to express my support for the Willow Village project.

I live in East Palo Alto, next to "East Menlo Park", and trivial amenities like restaurants and grocery shopping are hard to find in this side of HW 101. We usually need to drive several miles to get access to those things, a consequence of historical redlining.

Even is mayority of this is for Meta and its employees, the public options that will be available to everybofy else, are enough for EPA residents to feel happy about it. And it will reduce drivers on the streets, so it is a winwin.

I urge you to approve Willow Village without delay.

Sincerely,
Federico Andrade
East Palo Alto resident
Page G-2.571
1 Perata, Kyle T
From: Perata, Kyle T
Sent: Friday, November 11, 2022 1:10 AM
To: Perata, Kyle T
Subject: FW: Support homes at Willow Village!

Kyle T. Perata
Planning Manager
City Hall - 1st Floor
701 Laurel St.
tel 650-330-6721
menlopark.gov

From: Maggie Trinh [mailto:[email protected]] Sent: Tuesday, November 8, 2022 11:50 AM
To: _CCIN <[email protected]>
Subject: Support homes at Willow Village!
CAUTION: This email originated from outside of the organization. Unless you recognize the sender's email address and know the content is safe, DO NOT click links, open attachments or reply.

City Council Menlo Park Planning Commission,
Dear Councilmember,
I'm writing to express my support for a creative new project at Willow Village that would bring over 1,730 much-needed homes to Menlo Park and urge you to approve this worthy project.

I support Willow Village because it:
1) Transforms old office space into a place for affordable homes.

This project replaces 1970s outdated R&D office space over 59 acres with a mixed-use project that includes 1,730 new homes. Approximately 18% Page G-2.572
2 will be subsidized affordable, which is more than 300 Affordable homes, and will increase the city’s existing affordable housing stock by approximately 60%. Of these, up to 120 homes will be reserved for seniors providing much needed senior housing at the Very Low-Income and Extremely-Low Income levels. These homes, combined with the newly proposed $5 million in additional funding for affordable housing for your community members in Menlo Park. Willow Village's affordable housing plan brings unprecedented housing resources where they are truly needed most.
2) Delivers badly needed amenities to the local community.

Willow Village is a community-facing mixed-use site that provides the Belle Haven neighborhood vital community amenities and benefits such as a grocery store, pharmacy services, space for local retailers, significant public open space, and a town square.
3) Ensures that resources are accessible.

The community park above Willow Road near Hamilton Avenue connects directly to the Town Square, providing convenient access for neighbors to walk and bike while improving traffic circulation on Willow. 4) Utilizes sustainable building and design practices.

This project is built to LEED Gold standards meaning that buildings will be equipped with 100% electric power, use recycled water, sustainable materials, and increased photovoltaics.

For these and many other reasons, I urge you to approve these welldesigned, well-located, sustainable new homes without delay.

Thank you.

Maggie Trinh

400 South El Camino Real 400
San Mateo, California 94402
Page G-2.573
1 Perata, Kyle T
From: Perata, Kyle T
Sent: Friday, November 11, 2022 1:10 AM
To: Perata, Kyle T
Subject: FW: Support homes at Willow Village!
Kyle T. Perata
Planning Manager
City Hall - 1st Floor
701 Laurel St.
tel 650-330-6721
menlopark.gov
From: Michael Szeto [mailto:[email protected]] Sent: Tuesday, November 8, 2022 11:55 AM
To: _CCIN <[email protected]>
Subject: Support homes at Willow Village!
CAUTION: This email originated from outside of the organization. Unless you recognize the sender's email address and know the content is safe, DO NOT click links, open attachments or reply.

City Council Menlo Park Planning Commission,
Dear Councilmember,
I'm writing because I support the important project at Willow Village. It would bring over 1,730 much-needed homes to the Menlo Park community. Please approve this worthy and urgent project. We need a more affordable Bay Area and projects like this help us get there. I hope Menlo Park can be a leader on this.

I support Willow Village because it:

Page G-2.574
2 1) Transforms old office space into a place for affordable homes.

This project replaces 1970s outdated R&D office space over 59 acres with a mixed-use project that includes 1,730 new homes. Approximately 18% will be subsidized affordable, which is more than 300 Affordable homes, and will increase the city’s existing affordable housing stock by approximately 60%. Of these, up to 120 homes will be reserved for seniors providing much needed senior housing at the Very Low-Income and Extremely-Low Income levels. These homes, combined with the newly proposed $5 million in additional funding for affordable housing for your community members in Menlo Park. Willow Village's affordable housing plan brings unprecedented housing resources where they are truly needed most.
2) Delivers badly needed amenities to the local community.

Willow Village is a community-facing mixed-use site that provides the Belle Haven neighborhood vital community amenities and benefits such as a grocery store, pharmacy services, space for local retailers, significant public open space, and a town square.
3) Ensures that resources are accessible.

The community park above Willow Road near Hamilton Avenue connects directly to the Town Square, providing convenient access for neighbors to walk and bike while improving traffic circulation on Willow. 4) Utilizes sustainable building and design practices.

This project is built to LEED Gold standards meaning that buildings will be equipped with 100% electric power, use recycled water, sustainable materials, and increased photovoltaics.

For these and many other reasons, I urge you to approve these welldesigned, well-located, sustainable new homes without delay.

Thank you.

Michael Szeto
Redwood City, California 94063
Page G-2.575
1 Perata, Kyle T
From: Perata, Kyle T
Sent: Friday, November 11, 2022 1:11 AM
To: Perata, Kyle T
Subject: FW: Please approve much-needed homes at Willow Village

Kyle T. Perata
Planning Manager
City Hall - 1st Floor
701 Laurel St.
tel 650-330-6721
menlopark.gov

From: Elias Platte Bermeo [mailto:[email protected]] Sent: Tuesday, November 8, 2022 2:45 PM
To: _CCIN <[email protected]>
Subject: Please approve much‐needed homes at Willow Village CAUTION: This email originated from outside of the organization. Unless you recognize the sender's email address and know the content is safe, DO NOT click links, open attachments or reply.

City Council Menlo Park Planning Commission,
Dear Councilmember,
I'm writing to express my support for a creative new project at Willow Village that would bring over 1,730 much-needed homes to Menlo Park and urge you to approve this worthy project.

I support Willow Village because it:

Page G-2.576
2 1) Transforms old office space into a place for affordable homes.

This project replaces 1970s outdated R&D office space over 59 acres with a mixed-use project that includes 1,730 new homes. Approximately 18% will be subsidized affordable, which is more than 300 Affordable homes, and will increase the city’s existing affordable housing stock by approximately 60%. Of these, up to 120 homes will be reserved for seniors providing much-needed senior housing at the Very Low-Income and Extremely-Low Income levels. These homes, combined with the newly proposed $5 million in additional funding for affordable housing for your community members in Menlo Park. Willow Village's affordable housing plan brings unprecedented housing resources where they are truly needed most.
2) Delivers badly needed amenities to the local community.

Willow Village is a community-facing mixed-use site that provides the Belle Haven neighborhood vital community amenities and benefits such as a grocery store, pharmacy services, space for local retailers, significant public open space, and a town square.
3) Ensures that resources are accessible.

The community park above Willow Road near Hamilton Avenue connects directly to the Town Square, providing convenient access for neighbors to walk and bike while improving traffic circulation on Willow. 4) Utilizes sustainable building and design practices.

This project is built to LEED Gold standards meaning that buildings will be equipped with 100% electric power, use recycled water, sustainable materials, and increased photovoltaics.

For these and many other reasons, I urge you to approve these welldesigned, well-located, sustainable new homes without delay.

Thank you,
Elias Platte Bermeo
San Mateo County Resident
Page G-2.577
3 Elias Platte Bermeo
Highlands-Baywood Park, California 94402
Page G-2.578
Page G-2.579
Willow Village Master Plan Project
Final Environmental Impact Report Errata 1 November 2022 Willow Village Master Plan Project Final EIR Errata
Introduction
The City of Menlo Park (City) released the Final Environmental Impact Report (Final EIR) for the Willow Village Master Plan Project (Proposed Project) on October 14, 2022. The City will use the Final EIR as support for its decision about whether to approve the Proposed Project.

This Errata document includes minor clarifications and corrections to the Final EIR that were identified since publication of the Final EIR. These revisions are not considered significant new information according to California Environmental Quality Act Guidelines section 15088.5(a).

The information merely clarifies, amplifies, or makes insignificant modifications to the EIR.

Revisions are shown in double underlined and double strikethrough text; revisions included in the Final EIR are shown in underlined text or strikethrough text.

Errata
Draft EIR Section 3.8, Cultural Resources
The Final EIR discloses revisions to the Draft EIR to update mitigation measure numbering. In one location, the mitigation measure reference was not updated consistent with the revisions to other references to mitigation. The revised Section 3.8, Cultural Resources, that was included in the Final EIR contained text that stated that Mitigation Measure CR 2.2 would apply to the Hamilton parcels. However, Mitigation Measure CR 2.2 was replaced with TCR 1.2, as indicated elsewhere in the same paragraph. Additionally, Mitigation Measure CULT-2a references Mitigation Measure TCR 1.2. The following revision is made on page 3.8-25 of the Draft EIR to make it consistent with the updated mitigation measure references:

MITIGATION MEASURES. Compliance with federal, state, and local laws and regulations, including applicable ConnectMenlo EIR mitigation measures, City General Plan goals and policies, and Project-specific mitigation measures, would protect significant archaeological resources within the Project Site by providing archaeological resources sensitivity training to workers; ensuring preservation in place or, if infeasible, archaeological data recovery when significant archaeological resources are encountered and cannot be avoided; and allowing early detection of potential conflicts between development and resources. The Proposed Project has implemented ConnectMenlo EIR Mitigation Measure CULT-1 by completing the site-specific historical and archeological resource studies referenced in this Draft EIR. The Proposed Project would implement ConnectMenlo EIR Mitigation Measure CULT-2a, as modified to avoid redundancy with Project-specific mitigation, if a potentially significant subsurface cultural resource is encountered during ground-disturbing activities. In addition, the Project Sponsor would implement Project Mitigation Measures TCR 1.1CR-2.1 and TCR 1.2CR-2.2, which would reduce impacts on CA-SMA-160/H and unknown archeological resources to a less-than-significant level. These measures would be implemented on the main Project Site. ConnectMenlo EIR Mitigation Measure CULT-2a (as modified) and Mitigation Measure TCR 1.2CR 2.2 apply to Hamilton Avenue Parcels North and South and the Willow Road Tunnel site, areas where Projectrelated ground disturbance would have the potential to affect elements of CA-SMA_160/H and ATTACHMENT EE Page G-2.580
City of Menlo Park
Willow Village Master Plan Project
Final Environmental Impact Report Errata 2 November 2022 unknown archaeological resources. Impacts on archaeological resources would be less than significant with mitigation.

Draft EIR Section 3.16, Tribal Cultural Resources
As explained in Response to Comment T1-1, the Tribal Cultural Resource section was separated from Section 3.8, Cultural Resources, and is now Section 3.16. The new TCR section includes additional ethnographic information, the tribal cultural resources impacts analysis, and mitigation measures, which were developed with extensive participation and input from the Tamien Nation.

The City also consulted with the Amah Mutsun Tribal Band of San Juan Bautista and Muwekma Ohlone Tribe of the San Francisco Bay Area. Neither tribe provided comments on mitigation measures; however, the Amah Mutsun Tribal Band provided a comment letter (attachment HH to Staff Report 22-056-PC, October 24, 2022) on the Tribal Cultural Resources chapter. Additional information was obtained from the Muwekma Ohlone Tribe and the Amah Mutsun Tribal Band of Mission San Juan Bautista, and the Tribal Cultural Resources chapter was augmented with this information. There are no changes to the mitigation measures or impact analysis as a result of this information. The Tribal Cultural Resources chapter is recreated in its entirety as an attachment to this errata document, with revisions shown in the attachment. Of particular note is that the Hiller Mound is also considered a Tribal Cultural Resource for the Muwekma Ohlone Tribe. The original Tribal Cultural Resources chapter was added as revisions to the Draft EIR; however, for the sake of readability, the original text generated as revisions to the Draft EIR is not shown in single underline.

The addition of footnotes also resulted in substantial chronological re-numbering of footnotes, which is not shown with double strikethrough or double underline. Added footnotes are shown in double strikethrough.

Final EIR, Chapter 4
There is an inconsistency in the Draft EIR between Mitigation Measure TRA-2 as provided in the Executive Summary and as provided in Section 3.3, Transportation. The mitigation measure in the executive summary references active ITE trip generation, while the measure in the transportation section references gross ITE trip generation. The version of the mitigation measure in the Executive Summary was corrected in Chapter 4 of the Final EIR through referencing revisions as shown for Section 3.3. However, the version of the Mitigation Measure in Section 3.3 of the Draft EIR is correct and did not require revisions. As a result, only the measure in the Executive Summary is revised as follows:

Mitigation Measure TRA-2: The residential land use of the Project Site will be required to implement a TDM Plan achieving 19% active TDM trip reduction froma 36% reduction from gross ITE trip generation rates (for the Proposed Project, this reduction equals equivalent to 6,023 daily trips). Should a different number of residential units be built, the total daily trips will be adjusted accordingly. The required residential TDM Plan will include annual monitoring and reporting requirements on the effectiveness of the TDM program. The Project applicant will be required to work with City staff to identify the details of the TDM plan. If the annual monitoring finds that the TDM reduction is not met (i.e. the Proposed Project exceeds 6,023 daily trips from the residential land use), the TDM coordinator will be required to work with City staff to detail next steps to achieve the TDM reduction.

Page G-2.581
City of Menlo Park
Environmental Impact Analysis
Tribal Cultural Resources
Willow Village Master Plan Project
Final Environmental Impact Report 3.16-1 October 2022

3.16 Tribal Cultural Resources
This section describes the affected environment and regulatory setting for tribal cultural resources. The term tribal cultural resources refers to sites, features, places, cultural landscapes, sacred places, and objects with cultural value to a California Native American tribe that are either included in or determined eligible for inclusion in the California Register of Historical Resources (CRHR) or included in a qualifying local register of historic and other resources that have been determined by a lead agency to be significant pursuant to the criteria for listing in the CRHR.

Included in this section are brief descriptions of the ethnographic and contemporary Native American setting of the Project Site. Applicable state and local regulations are identified, followed by impact analyses and mitigation measures to reduce the impacts to less-than-significant levels.

This section relies on information from consultation between the City of Menlo Park (City) and culturally affiliated California Native American tribes. Because the tribal cultural resources described in this section meet the definitions for historical resources and unique archaeological resources (see Section 3.8, Cultural Resources), the analysis relies on information gathered regarding such resources.

This includes record searches and cultural resources studies provided by the Project Sponsor and peer reviewed by ICF. The sources include the following:
• Tribal consultation record between the City and culturally affiliated tribes under Assembly Bill (AB) 52 and Senate Bill (SB) 18;
• The records search from the California Historical Resources Information Center dated August 4, 2020, as described in Section 3.8, Cultural Resources; • Interviews of tribal experts and representatives of the Tamien Nation;1 • The tribal cultural resources memo prepared by ECORP Consulting, Inc.;2 • Numerous sources of scholarly ethnographic literature (see footnoted references within this section); and
• The Cultural Resources Assessment Report for Meta Willow Campus Project, City of Menlo Park, San Mateo County, by Basin Research Associates (Basin) (2019 [revised 2022]); • Interviews with, and the ethnohistory of, the Muwekma Ohlone Tribe, by Arellano et al. (2022) 3; and.
1 ECORP Consulting. September 6, 2022—personal communication between Lisa Westwood and Tamien Nation representatives Quirina Geary, Lillian Luna, Clara Luna, Susana Mesa, Susie Q. Arias, Vidal E. Luna, and Theodore “Mike” Bonillas, Sr.
2 ECORP Consulting. 2022. Confidential Tribal Consultation Summary for Assembly Bill 52 and Senate Bill 18 for the Willow Village Project.
3 Arellano, Monica V., Alan Leventhal, Sheila Guzman-Schmidt, Gloria E. Arellano Gomez, and Charlene Nijmeh.

Draft: An Ethnohistory of the Menlo Park, Mid-San Francisco Peninsula, Santa Clara Valley and Adjacent Regions; Historic Ties of the Muwekma Ohlone Tribe of the San Francisco Bay Area and Tribal Input on the Proposed Willow Village Project and its Potential Impact on Ancestral Heritage Site CA-SMA-160/H (P-41- 000160): The Hiller Mound. Manuscript submitted to the City of Menlo Park, October 26, 2022.

ATTACHMENT FF Page G-2.582
City of Menlo Park
Environmental Impact Analysis
Tribal Cultural Resources
Willow Village Master Plan Project
Final Environmental Impact Report 3.16-2 October 2022
• Interviews with, and information submitted by, the Amah Mutsun Tribal Band of Mission San Juan Bautista. 4
Issues identified in response to the Notice of Preparation (Appendix 1) were considered during preparation of this analysis. The applicable issues pertain to Native American consultation pursuant to AB 52 and SB 18.

The California Environmental Quality Act (CEQA) and CEQA Guidelines prohibit lead agencies from including any information from a California Native American tribe about tribal cultural resources (e.g., the location) in the environmental document or otherwise disclosing it without prior consent from the tribe that provided the information (Public Resources Code Section 21082.3[c] and CEQA Guidelines Section 15120[d]). Similarly, cities are required to protect the confidentiality of information concerning the identity, location, character, and use of places, features, and objects that are the subject of SB 18 consultation (California Government Code Section 65342.3[b]). In addition, the California Public Records Act authorizes agencies to exclude from public disclosure archaeological site information; records of Native American graves, cemeteries, and sacred places; and records of Native American places, features, and objects (California Government Code Sections 7927.000 and 7927.005.) In addition, California’s open meeting laws (The Brown Act, California Government Code Section 54950 et seq.) protect the confidentiality of Native American cultural place information.

Because the disclosure of information about the location of archaeological cultural resources (many of which are also tribal cultural resources) is prohibited by the Archaeological Resources Protection Act of 1979 (16 United States Code [U.S.C.] Section 470hh) and Section 307103 of the National Historic Preservation Act (NHPA), it is exempted under Exemption 3 of the federal Freedom of Information Act (5 U.S.C. Section 552).

The Basin report (2019) contains confidential information regarding the location of archaeological resources, which are nonrenewable, and their scientific, cultural, and aesthetic values could be significantly impaired by disturbance. To deter vandalism, artifact hunting, and other activities that can damage such resources, the Basin study and certain details about tribal cultural resources discussed during tribal consultation are not included in Appendix 3.8 and are not open to public inspection.

Existing Conditions
The setting for the Proposed Project considers existing as well as relevant historical conditions within the Study Area. The Study Area for tribal cultural resources comprises the main Project Site, Hamilton Avenue Parcels North and South, and Willow Road Tunnel site as well as all adjoining parcels. The Study Area was delineated to consider potential impacts on tribal cultural resources caused by Project activities, including ground disturbance, building and/or structure demolition, and building and/or structure construction, all of which could result in a substantial adverse change in the significance of tribal cultural resources.

Today, the Study Area is already developed with approximately one million square feet of office and industrial space in twenty buildings and associated parking and landscaping. The majority of the existing development was constructed in the 1960s through the 1980s and would be demolished as part of the Project. The baseline conditions under CEQA for the Study Area would be characterized as substantial past disturbance. Understanding tribal cultural resources from a cultural perspective,

4 Personal communication from Amah Mutsun Tribal Trustee Wayne Pierce to ECORP Consulting, Inc., October 28, 2022.

Page G-2.583
City of Menlo Park
Environmental Impact Analysis
Tribal Cultural Resources
Willow Village Master Plan Project
Final Environmental Impact Report 3.16-3 October 2022
however, requires considering background conditions beyond CEQA’s definition of baseline. This section 1) provides a brief overview of the ethnographic and contemporary Native American setting of the Study Area and surrounding area, 2) describes the methods used to establish baseline conditions for tribal cultural resources at the Study Area, and 3) describes the tribal cultural resources and their significance under CEQA. The analysis of impacts and measures required to mitigate them, follows.

Information specific to archaeological and non–Native American cultural resources is provided in Section 3.8, Cultural Resources, and was considered in the analysis of impacts to tribal cultural resources, where appropriate.

Ethnographic Setting
The following summary represents ethnographic information as previously documented by academics and as shared by tribal representatives with knowledge of their own tribes. This summary does not attempt to reassess or reconcile this information.

Long before contact with the Spanish, California Native Americans, including those around the San Francisco Bay, had already developed complex social, ceremonial, political, and economic institutions that were interconnected with neighboring tribal groups and regions. This development is seen in the archaeological record through the artifact assemblages, mortuary mounds, and burial patterns found throughout the region.5
Native Californians settled in the Menlo Park area between 14,000 and 6,000 years ago. Subsequent Penutian peoples migrated into central California around 4,500 years ago and were firmly settled around San Francisco Bay by 1,500 years ago. The people who lived between the Carquinez Strait and the Monterey area when Europeans first arrived were referred to as the Ohlone by ethnographers, although they are often referred to by the name of their broader linguistic group, Costanoan, which was the name incorrectly bestowed by the Spanish.

The word Costanoan comes from the Spanish word Costanos, meaning coast people, which was given to the tribes in 1770 when the first mission was established in their traditional tribal territory. The Costanoan represented a group of people who spoke eight separate languages but whose dialects were similar to those of their geographic neighbors. The languages included Karkin, Chochenyo, Ramaytush,

5 Arellano, Monica V., Alan Leventhal, Sheila Guzman-Schmidt, Gloria E. Arellano Gomez, and Charlene Nijmeh. 2021. An Ethnohistory of Santa Clara Valley and Adjacent Regions. Historic Ties of the Muwekma Ohlone Tribe of the San Francisco Bay Area and Tribal Stewardship over the Human Remains Recovered on the Prometheus Project located at 575 Benton Street and Affiliated with the 3rd Mission Santa Clara de Thámien Indian Neophyte Cemetery and Indian Rancheria: Clareño Muwékma Ya Túnnešte Nómmo [Where the Clareño Indians Are Buried], Site CA-SCL-30/H. Available: https://www.academia.edu/67563699/An_Ethnohistory_of_Santa_Clara_ Valley_and_Adjacent_Regions_Historic_Ties_of_the_Muwekma_Ohlone_Tribe_of_the_San_Francisco_Bay_Area; Bennyhoff, James A. 1977. Ethnogeography of the Plains Miwok. Center for Archaeological Research at Davis.

Publication No. 5. University of California, Davis; Fredrickson, David A. 1973. Early Cultures of the North Coast of the North Coast Ranges, California. Ph.D. dissertation, Department of Anthropology, University of California, Davis; Gifford, Edward W. 1955. Central Miwok Ceremonies. In University of California Anthropological Records 14(4):261–318, Berkeley; Kroeber, A.L. 1932. The Patwin and Their Neighbors. In University of California Publications in American Archaeology and Ethnology 29(4):253–423. Berkeley, CA; Kroeber, A.L. 1939. Cultural and Natural Areas of Native North America. In University of California Publications in American Archaeology and Ethnology 38:1–240, Berkeley, CA; Leventhal, Alan. 1993. A Reinterpretation of Some Bay Area Shellmound Sites:

A View from the Mortuary Complex at CA-ALA-329, the Ryan Mound. Unpublished master's thesis, Department of Social Sciences, San José State University; Moratto, M.J. 1984. California Archaeology. Orlando, FL: Academic Press, Inc. (Harcourt, Brace, Jovanovich, Publishers).

Page G-2.584
City of Menlo Park
Environmental Impact Analysis
Tribal Cultural Resources
Willow Village Master Plan Project
Final Environmental Impact Report 3.16-4 October 2022
Tamyen, Awaswas, Mutsun, Rumsen, and Chalon. Although ethnographers differentiate the tribes by language and cultural expression, the Native American populations actually consisted of numerous politically autonomous nations. Moreover, forced displacement and recombination of Native American communities has led to a change in the way cultural affiliation is described and mapped today.

Menlo Park is near the ethnolinguistic boundary between the Tamyen and Ramaytush language groups.

Tamyen (also written as “Thámien” in earlier documents or, today, as “Tamien”), or the Santa Clara language group, is traditionally spoken in the area at the southern end of San Francisco Bay and within the lower Santa Clara Valley. Contemporary Tamien, however, recognize their traditional cultural affiliation as extending north to Redwood City (inclusive of Menlo Park). They descended from those who resided at Mission Santa Clara, Mission Santa Cruz, and Mission San Juan Bautista. Contemporary Tamien are direct descendants of Chief Tulum and Yaayaye and others who were taken to Mission Santa Clara. Having recently exercised their self-determination, they recognize that they have always been Tamien.6 In 1770, there were approximately 1,200 speakers of the Tamyen language.7 Today, the language is being actively revitalized and documented by tribal language expert Quirina Geary.8 The neighboring language to the north, Ramaytush, or the San Francisco language group, is spoken traditionally in San Francisco and San Mateo Counties.9 In 1770, there were 1,400 speakers. There is only one lineage within the Ramaytush tribe today that is known to have produced living descendants, most of whom refer to themselves as Ohlone, along with a few Costanoan.10 Other contemporary groups have been organized from descendants of other Ohlone languages. The Amah Mutsun Tribal Band is composed of the direct descendants of the people whose territories fell under the influence of Mission Santa Cruz (Awaswas) and Mission San Juan Bautista (Mutsun). Amah villages were distinct from those outside the San Juan Valley because no other tribe spoke Mutsun. Today members can trace their descendance to other missions as well.11
The Amah Mutsun Tribal Band are composed of the descendants of the Mutsun language speakers of San Juan Bautista and the Awaswas speakers of Santa Cruz.12 With an enrolled membership of nearly 600 Bureau of Indian Affairs-documented tribal members, the Amah Mutsun Tribal Band represents the “the Previously Recognized Tribal group listed by the Indian Service Bureau (now known as the Bureau of Indian Affairs) as the San Juan Band. All lineages comprising the Amah Mutsun Tribal Band are the direct descendants of the aboriginal Tribal groups whose villages and territories fell under the sphere of

6 ECORP Consulting. September 6, 2022—personal communication between Lisa Westwood and Tamien Nation representatives Quirina Geary, Lillian Luna, Clara Luna, Susana Mesa, Susie Q. Arias, Vidal E. Luna, and Theodore “Mike” Bonillas, Sr.
7 Levy, R. 1978. Costanoan. In Handbook of North American Indians, Chapter 8, California, pp. 398–413. 8 ECORP Consulting. September 6, 2022—personal communication between Lisa Westwood and Tamien Nation representatives Quirina Geary, Lillian Luna, Clara Luna, Susana Mesa, Susie Q. Arias, Vidal E. Luna, and Theodore “Mike” Bonillas, Sr.
9 Levy, R. 1978. Costanoan. In Handbook of North American Indians, Chapter 8, California, p. 485. 10 Association of Ramaytush Ohlone. 2022. The Original Peoples of the San Francisco Peninsula. Available:
https://www.ramaytush.org/. Accessed: July 7, 2022.
11 Amah Mutsun Tribal Band. 2022. History of the Tribe. Available: https://amahmutsun.org/history. Accessed:

July 7, 2022.
12 Lopez, Valentin. 2013. The Amah Mutsun Tribal Band: Reflections on Collaborative Archaeology. California Archaeology. Volume 5, Number 2. December. Pp. 221-223.

Page G-2.585
City of Menlo Park
Environmental Impact Analysis
Tribal Cultural Resources
Willow Village Master Plan Project
Final Environmental Impact Report 3.16-5 October 2022
influence of Missions San Juan Bautista (Mutsun) and Santa Cruz (Awaswas) during the late 18th, 19th and early 20th centuries.

The Amah Mutsun Tribal Band has been present within its traditional territory for as far back as oral history can trace. This area spans Monterey Bay and extends from the south Bay to just south of presentday Soledad.

For thousands of years prior to Spanish contact in the 18th century, the Amah Mutsun occupied a series of villages along the Pajaro River Basin. The occupants of these villages were united by their cultural practices, religious beliefs, and their exclusive use of the Mutsun language. This is one of eight distinct languages in the Costonoan/Ohlone language family, and it is estimated that there were around 7,000 speakers in the San Juan Valley at the time of Spanish contact. 13 This area is recognized for its wealth of natural resources. The presence of waterways provided an abundance of fish, and the plant and animal life of the region was diverse and bountiful, allowing the ancestral Amah Mutsun to utilize a range of subsistence strategies. They crafted tools for hunting and fishing from a variety of available materials, including bone, wood, and stone. They also wove baskets for trapping, food collection, and food storage. The local fauna they utilized for food included fish, shellfish, reptiles, insects, and a variety of birds. Additionally, land management through controlled burning helped them to cultivate a wealth of wild nuts, grapes, berries, and herbs.14 This Traditional Ecological Knowledge continues to be practiced today by contemporary practitioners.

In the traditional villages of the Pajaro River Basin, there were a series of domestic dwellings surrounding a central dancing area. The dwellings were dome-shaped structures thatched with fibrous plant material, and the dancing area was surrounded by a woven fence with a single doorway. There were also sweathouses dug directly into the banks of nearby creeks.15 These structures are important for religious practice among the Amah Mutsun, who have a strong connection with the earth, because they were tasked by their creator to protect it. Within these structures, many songs, prayers, and ceremonies that were endowed by their creator directly are performed. These religious practices are strongly rooted in oral tradition and passing this knowledge to new generations was prioritized in their culture.16 The arrival of the Spanish in the San Juan Valley precipitated the founding of the San Juan Bautista mission in 1797, which changed every aspect of life for the Amah Mutsun.17 Though many fled and some fought against the Spanish, ultimately most were taken from their villages and forced into labor at the Mission.

The Spanish usurped native religious traditions, banned the traditional practice of controlled burning, and seized native land on behalf of the Mission. In addition to the hardship of labor and having their lifeways

13 Amah Mutsun Tribal Band (AMTB). 2022. History of the Tribe. < https://amahmutsun.org/history> Accessed July 7, 2022.
14 Lopez, Valentin. 2013. The Amah Mutsun Tribal Band: Reflections on Collaborative Archaeology. California Archaeology. Volume 5, Number 2. December. Pp. 221-223. 15 Amah Mutsun Tribal Band (AMTB). 2022. History of the Tribe. < https://amahmutsun.org/history> Accessed July 7, 2022.
16 Lopez, Valentin. 2013. The Amah Mutsun Tribal Band: Reflections on Collaborative Archaeology. California Archaeology. Volume 5, Number 2. December. Pp. 221-223. 17 Hart, Richard E. 2013. Federal Recognition of Native American Tribes: The Case of California’s Amah Mutsun.

Western Legal History. Volume 16, Number 1. Winter/Spring. Pp. 39-84.

Page G-2.586
City of Menlo Park
Environmental Impact Analysis
Tribal Cultural Resources
Willow Village Master Plan Project
Final Environmental Impact Report 3.16-6 October 2022
disrupted, the Amah Mutsun suffered from diseases they were exposed to by the Spanish and a large portion of their population died as a result. 18,19
During the Mexican period, the Amah Mutsun were allowed to leave the Mission, but they were again forced into labor as ranch hands, domestic workers, and construction workers. Once California became a part of the United States, laws prevented the tribe from gaining a foothold on their ancestral lands, restricted their civil rights, and prevented them from having tribal representation in the government. The plight of the Amah Mutsun was worsened in 1851 by a failure of the government to ratify a series of treaties that would have awarded them with reservations on their ancestral land. The federal recognition status of the Amah Mutsun was rescinded in 1927. Efforts to reinstate the federal recognition are underway. The tribe is currently listed with the Department of Interior, Bureau of Indian Affairs as Petitioner #120. 20,21,22
Revitalization efforts are also ongoing, as tribal members are working to restore knowledge of the Mutsun language and traditional religious practices, and to restore the ethnobotany and ecological diversity of their ancestral region. 23
The Muwekma Ohlone, also known as the Pleasanton or Verona Band of Alameda County, comprises all known surviving lineages that were ancestral to the San Francisco Bay region. These lineages trace their ancestry through Mission Dolores, Mission Santa Clara, and Mission San José. They also include members of the historic federally recognized Verona Band of Alameda County.24 According to Arellano et al.,25 (2021), the traditional lands include Alameda, Contra Costa, Napa, San Francisco, San Joaquin, San Mateo, Santa Clara, Santa Cruz, and Solano Counties and crosscut several major linguistic and tribal boundaries.

The Muwekma Ohlone Tribe of the San Francisco Bay Area is comprised of descendants of speakers of the Chochenyo or Thamien languages of the Verona Band of Alameda County, which distinguishes them from other Ohlone groups.26 Verona Band elders employed the linguistic term Muwekma, meaning the people, in the Chocheño or Thámien-Ohlone languages that are traditionally tied to the East and South San

18 Amah Mutsun Tribal Band (AMTB). 2022. History of the Tribe. < https://amahmutsun.org/history> Accessed July 7, 2022.
19 Lopez, Valentin. 2013. The Amah Mutsun Tribal Band: Reflections on Collaborative Archaeology. California Archaeology. Volume 5, Number 2. December. Pp. 221-223. 20 Hart, Richard E. 2013. Federal Recognition of Native American Tribes: The Case of California’s Amah Mutsun.

Western Legal History. Volume 16, Number 1. Winter/Spring. Pp. 39-84. 21 Amah Mutsun Tribal Band (AMTB). 2022. History of the Tribe. < https://amahmutsun.org/history> Accessed July 7, 2022.
22 Rodriguez, Carolyn Terese. 2020. (Re)writing California Native American Representations: Amah Mutsun Sovereignty and Educational Experiences of Tribal Elders. Master’s Thesis, University of California, Los Angeles. 23 Lopez, Valentin. 2013. The Amah Mutsun Tribal Band: Reflections on Collaborative Archaeology. California Archaeology. Volume 5, Number 2. December. Pp. 221-223. 24 Muwekma Ohlone Tribe. 2022. Welcome and History. Available: http://www.muwekma.org/. Accessed: July 7, 2022.
25 Arellano, Monica V., Alan Leventhal, Sheila Guzman-Schmidt, Gloria E. Arellano Gomez, and Charlene Nijmeh.

Draft: An Ethnohistory of the Menlo Park, Mid-San Francisco Peninsula, Santa Clara Valley and Adjacent Regions; Historic Ties of the Muwekma Ohlone Tribe of the San Francisco Bay Area and Tribal Input on the Proposed Willow Village Project and its Potential Impact on Ancestral Heritage Site CA-SMA-160/H (P-41- 000160): The Hiller Mound. Manuscript submitted to the City of Menlo Park, October 26, 2022. 26 Ragland, Alisha. 2018. Resisting Erasure: The History, Heritage, and Legacy of the Muwekma Ohlone Tribe of the San Francisco Bay Area. Master’s Thesis. San Jose State University.

Page G-2.587
City of Menlo Park
Environmental Impact Analysis
Tribal Cultural Resources
Willow Village Master Plan Project
Final Environmental Impact Report 3.16-7 October 2022
Francisco Bay Area.27 The Muwekma Ohlone Chochenyo, Tamien, Ramaytush and Awáwas languages fall under the Ohlone/Utian language family.28
The members of the Muwekma Ohlone Tribe are directly descended from the once-federally recognized Verona Band of Alameda County, and their ancestors before them, who trace their ancestry through the Mission Delores, Santa Clara, and San Jose. This also includes the Alisal and Niles Rancherias, which had come under the influence of not only the broken secularization during the 18th century and throughout the Mexican and Mission eras, but also the fast transformation brought about by the Gold Rush and other advancements and growth well into the early 20th century.

The traditional ancestral lands and territory of the Muwekma Ohlone Tribe include the present-day counties of San Francisco and San Mateo, most of Santa Clara, Alameda, and Contra Costa counties, and portions of Napa, Santa Cruz, Solano, and San Joaquin counties. 29,30 For over 12,000 years prior to Spanish contact in the 18th century, the Muwekma Ohlone have been hunting, fishing, and harvesting within the greater San Francisco Bay Area and established villages along creeks and permanent water sources. These residents were connected by their native communities and social networks, such that it is recognized that the Muwekma had an entire network of their own. Either way, these connections remained even through the struggle to survive by Spanish and European occupation. 31 The seasonality of subsistence-related activities of traditional lifeways cover a wide range of microecosystems, such as fresh water creeks and streams, inland lagoons, bay shore wetlands and other resources such as hardwood forests and grasslands. Families moved in groups during the course of the year, using temporary seasonal shelters for specialized tasks that were never too far from the permanent or semi-permanent villages.32
27 Leventhal, Alan, Emily McDaniel, Melynda Atwood, Diane DiGiuseppe, David Grant, Colin Jaramillo, Rosemary Cambra, Charlene Nijmeh, Monica V. Arellano, Sheila Guzman-Schmidt, Gloria E. Arellano Gomez, Les Field, Dottie Galvan Lameira, Hank Alvarez, Jessica Veikune and Norma Sanchez. 2015. Final Report on the Burial and Archaeological Data Recovery Program Conducted on a Portion of Thámien Rúmmeytak [Guadalupe River Site], (CA-SCL-128/Hyatt Place Hotel) Located in Downtown San Jose, Santa Clara County, California. Report Prepared for DiNapoli Construction Hyatt Place Hotel by Muwekma Ohlone Tribe of the San Francisco Bay Area Ohlone Families Consulting Services. On file at San Jose State University and Northwest Archaeological Information Center, Sonoma State University.
28 Ohlone Land (OL). 2022. < https://cejce.berkeley.edu/ohloneland> Accessed October 19, 2022. 29 Ibid.
30 Muwekma Ohlone Tribe. 2022. Traditional Territory. < http://www.muwekma.org/maps.html> Accessed October 19, 2022.
31 Ragland, Alisha. 2018. Resisting Erasure: The History, Heritage, and Legacy of the Muwekma Ohlone Tribe of the San Francisco Bay Area. Master’s Thesis. San Jose State University. 32 Arellano, Monica V., Alan Leventhal, Sheila Guzman-Schmidt, Gloria E. Arellano Gomez, and Charlene Nijmeh. 2021. An Ethnohistory of Santa Clara Valley and Adjacent Regions; Historic Ties of the Muwekma Ohlone Tribe of the San Francisco Bay Area and Tribal Stewardship Over the Human Remains Recovered on the Prometheus Project located at 575 Benton Street and Affiliated with the 3rd Mission Santa Clara de Thámien Indian Neophyte Cemetery and Indian Rancheria: Clareño Muwékma Ya Túnnešte Nómmo [Where the Clareño Indians are Buried] Site CA-SCL-30/H.
https://www.academia.edu/67563699/An_Ethnohistory_of_Santa_Clara_Valley_and_Adjacent_Regions_Historic _Ties_of_the_Muwekma_Ohlone_Tribe_of_the_San_Francisco_Bay_Area Page G-2.588
City of Menlo Park
Environmental Impact Analysis
Tribal Cultural Resources
Willow Village Master Plan Project
Final Environmental Impact Report 3.16-8 October 2022
According to anthropologists,33 34 the Muwekma Ohlone practice the Northern Californian Kuksu religion, which involves ceremonial regalia, rites of passage, and medicine men, as well as anthropomorphic Kuksu pendants.35,36 The arrival of the Spanish transformed every aspect of Native American religion and life.

After the missionization of California between 1767 and 1836, about 80 percent of the indigenous population was lost due to many factors: the impacts to natural resources, living conditions in the missions that resulted in widespread disease, and the mistreatment of people forced to live there. All of this led to the average lifespan of a missionized Native American to be three years, at best. 37 After California statehood, at least six Muwekma Indian rancherias, including the Alisal Rancheria, that persisted during the 19th and early 20th centuries. The Verona Band of the Alisal Rancheria is considered to be the most significant Ohlone community in the Bay Area. Overall, the rancherias were used as a place of retreat from mission life. 38 A religious revitalization movement referred to as the Ghost Dance spread across California in the 1870s, and at Alisal, the Ghost Dance was combined with the Kuksu religion and other rites practiced throughout the state. 39
Today, the Muwekma Ohlone Tribe has undertaken efforts of reclamation to regain their tribal identity in the Bay Area as part of a cultural revitalization movement. The Muwekma are reclaiming their history, heritage, and legacy through advocating for historic preservation and educating the public about the ancestral homeland in the Greater San Francisco Bay Area. 40 For example, the Tribe’s language

33 Leventhal, Alan, Emily McDaniel, Melynda Atwood, Diane DiGiuseppe, David Grant, Colin Jaramillo, Rosemary Cambra, Charlene Nijmeh, Monica V. Arellano, Sheila Guzman-Schmidt, Gloria E. Arellano Gomez, Les Field, Dottie Galvan Lameira, Hank Alvarez, Jessica Veikune and Norma Sanchez. 2015. Final Report on the Burial and Archaeological Data Recovery Program Conducted on a Portion of Thámien Rúmmeytak [Guadalupe River Site], (CA-SCL-128/Hyatt Place Hotel) Located in Downtown San Jose, Santa Clara County, California. Report Prepared for DiNapoli Construction Hyatt Place Hotel by Muwekma Ohlone Tribe of the San Francisco Bay Area Ohlone Families Consulting Services. On file at San Jose State University and Northwest Archaeological Information Center, Sonoma State University.
34 Ragland, Alisha. 2018. Resisting Erasure: The History, Heritage, and Legacy of the Muwekma Ohlone Tribe of the San Francisco Bay Area. Master’s Thesis. San Jose State University. 35 Leventhal, Alan, Emily McDaniel, Melynda Atwood, Diane DiGiuseppe, David Grant, Colin Jaramillo, Rosemary Cambra, Charlene Nijmeh, Monica V. Arellano, Sheila Guzman-Schmidt, Gloria E. Arellano Gomez, Les Field, Dottie Galvan Lameira, Hank Alvarez, Jessica Veikune and Norma Sanchez. 2015. Final Report on the Burial and Archaeological Data Recovery Program Conducted on a Portion of Thámien Rúmmeytak [Guadalupe River Site], (CA-SCL-128/Hyatt Place Hotel) Located in Downtown San Jose, Santa Clara County, California. Report Prepared for DiNapoli Construction Hyatt Place Hotel by Muwekma Ohlone Tribe of the San Francisco Bay Area Ohlone Families Consulting Services. On file at San Jose State University and Northwest Archaeological Information Center, Sonoma State University.
36 Ragland, Alisha. 2018. Resisting Erasure: The History, Heritage, and Legacy of the Muwekma Ohlone Tribe of the San Francisco Bay Area. Master’s Thesis. San Jose State University. 37 Ibid.
38 Ibid.
39 Leventhal, Alan, Emily McDaniel, Melynda Atwood, Diane DiGiuseppe, David Grant, Colin Jaramillo, Rosemary Cambra, Charlene Nijmeh, Monica V. Arellano, Sheila Guzman-Schmidt, Gloria E. Arellano Gomez, Les Field, Dottie Galvan Lameira, Hank Alvarez, Jessica Veikune and Norma Sanchez. 2015. Final Report on the Burial and Archaeological Data Recovery Program Conducted on a Portion of Thámien Rúmmeytak [Guadalupe River Site], (CA-SCL-128/Hyatt Place Hotel) Located in Downtown San Jose, Santa Clara County, California. Report Prepared for DiNapoli Construction Hyatt Place Hotel by Muwekma Ohlone Tribe of the San Francisco Bay Area Ohlone Families Consulting Services. On file at San Jose State University and Northwest Archaeological Information Center, Sonoma State University.
40 Ragland, Alisha. 2018. Resisting Erasure: The History, Heritage, and Legacy of the Muwekma Ohlone Tribe of the San Francisco Bay Area. Master’s Thesis. San Jose State University.

Page G-2.589
City of Menlo Park
Environmental Impact Analysis
Tribal Cultural Resources
Willow Village Master Plan Project
Final Environmental Impact Report 3.16-9 October 2022
revitalization program began in 2004, and the language committee has been able to rename their ancestral heritage sites in the Chochenyo, Tamien, Ramaytush, and Awáwas languages. All of this is part of the reclamation and revitalization process that is attempting to reverse the impacts of colonialism on Native American culture, language, religion, and identity. 41 All of the aforementioned communities have a shared heritage that has been memorialized through oral history, ethnography, and archaeology. The description below represents a blended subset of the rich culture that has occupied the Bay Area for thousands of years. While the modern expression of traditional culture has been inhibited by Spanish occupation and the influx of Europeans, descendent communities are still recognizing, practicing, and revitalizing traditional lifeways. Variations in cultural expression exist among and between the eight language groups composing the ethnographic Ohlone; however, some general patterns have been recognized by anthropologists, and additional details have been provided by the Tamien Nation42, as follows.

Traditional households are generally large, consisting of approximately 15 individuals from multiple generations. Groups of households form larger districts that share a common language as well as adjacent resource gathering and processing locations. Ethnographic studies have documented approximately 40 such districts, with each one consisting of 200 to 250 people.43 Those who occupied the modern-day Menlo Park, Mountain View, and Palo Alto were most likely associated with the Puichon district. Trade routes, including a prominent one for the Tamien along Pacheco Pass, allowed trade with the Chowchilla.44 The traditional villages and temporary campsites within the Menlo Park area were located near sources of fresh water adjacent to the marshlands that once bordered the San Francisco Bay. Fish were caught using A-frame nets, while clams, abalone, and kelp were harvested along the shorelines.45 Acorns were knocked from trees with poles, then leached to remove bitter tannins before being eaten as mush or turned into bread. Other plant resources for subsistence included mushrooms, dandelion, hog weed, watercress, toyon berries, goose berries, Manzanita berries, elderberries, strawberries, buckeye, California laurel, wild carrots, wild grapes, wild onion, cattail, amole, clover, and chuchupate. Game animals included antelope, black-tailed deer, Roosevelt elk, and marine mammals as well as waterfowl, fish, mollusks, skunk, rabbit, raccoon, squirrel, and dog. Hunting was often followed by slitting the animal’s eyes and placing meat in it ears and nostrils as a sign of good luck; this was also done so that the animal would not see, hear, or smell the hunters.46
Not only have the Bay Area’s natural resources provided sustenance for thousands of years, they have also been a source of raw material for clothing, shelter, medicine, cordage, twined basketry, tools, and boats.47 Contemporary cultures have been restricted from hunting and gathering on their traditional lands by laws

41 Ibid.
42 ECORP Consulting. September 6, 2022—personal communication between Lisa Westwood and Tamien Nation representatives Quirina Geary, Lillian Luna, Clara Luna, Susana Mesa, Susie Q. Arias, Vidal E. Luna, and Theodore “Mike” Bonillas, Sr.
43 Kroeber, A.L. 1955. Nature of the Land-Holding Group. In Ethnohistory 2:303–314. 44 ECORP Consulting. September 6, 2022—personal communication between Lisa Westwood and Tamien Nation representatives Quirina Geary, Lillian Luna, Clara Luna, Susana Mesa, Susie Q. Arias, Vidal E. Luna, and Theodore “Mike” Bonillas, Sr.; Tamien Nation. 2022. Tribal Territories. Available:
https://www.tamien.org/tribal-territories. Accessed: June 23, 2022. 45 Ibid.
46 Ibid.
47 Levy, R. 1978. Costanoan. In Handbook of North American Indians, Chapter 8, California, pp. 491–493.

Page G-2.590
City of Menlo Park
Environmental Impact Analysis
Tribal Cultural Resources
Willow Village Master Plan Project
Final Environmental Impact Report 3.16-10 October 2022
and regulations related to now-private property and wildlife protection, leading to either trespassing or abandonment of the activity.48
Traditional medicines included the use of black-widow spider webs to close wounds and ground abalone shell or acorns to heal them without scars. Spearmint or castor oil was used to remedy an upset stomach, and a mixture of powdered hot mustard and lard was applied to the forehead to break a fever. Sore throats were treated with tea and flax seed.49 As with all cultures, the adaptation of traditional lifeways, using more modern materials, allows for a continuation of cultural practices by contemporary people.

Among traditional practices was the creation and maintenance of shell mounds. According to contemporary Tamien experts, uneaten food (especially ceremonial food) was never discarded. It was placed onto a mound behind each residence, which, over time, led to the formation of midden soil.50 Based on archaeological evidence alone, between 2,500 and 1,000 years ago, many of the bay shore midden sites grew into mounds. These were used until the Spanish arrived and legal or physical access to the sites was prevented. These midden mounds are often associated with villages and burials. Flexed burials, with the occasional cremation, were the main interment custom during this time period.51 Approximately 1,500 years ago, a shift in village and burial practices occurred as burials were placed away from the main village site. There were more frequent seasonal shifts between villages during this time, as well.52 Midden mounds have been used for religious ceremonies, some of which are tied to creation stories.

According to the Tamien Nation, “our sacred sites are vital spaces for Tamien people. Like our baskets, they are an interweaving of our land, stories, culture, religion, language, and overall identity that ties us to thousands of years of being.”53 History, religion, and traditional ecological knowledge, among other aspects of culture, are passed from generation to generation through oral histories.

Oral histories throughout west-central California regarding the nature and creation of the universe share a common overarching theme.54 They relay how modern events and places in nature occurred through the actions of a prehuman race of supernatural beings from a former mythological age. The specific narratives state that each group is linked to its local landscape, which served as a charter, establishing that group’s origins and provided them with rights of ownership to their particular territory. Other stories

48 ECORP Consulting. September 6, 2022—personal communication between Lisa Westwood and Tamien Nation representatives Quirina Geary, Lillian Luna, Clara Luna, Susana Mesa, Susie Q. Arias, Vidal E. Luna, and Theodore “Mike” Bonillas, Sr.
49 Ibid.
50 Ibid.
51 Fredrickson, David A. 1973. Early Cultures of the North Coast of the North Coast Ranges, California. Ph.D. dissertation, Department of Anthropology, University of California, Davis. 52 Bennyhoff, James A. 1994. Variation within the Meganos Culture. In Toward a New Taxonomic Framework for Central California Archaeology, Richard Hughes (ed.), pp. 81–89. Contributions of University of California Archaeological Research Facility No. 52. Berkeley, CA.
53 Tamien Nation. 2022. Sacred and Cultural Landscapes. Available: https://www.tamien.org/cultural-resources.

Accessed: July 18, 2022.
54 Barrett, Samuel. 1933. Pomo Myths. In Bulletin of the Public Museum of the City of Milwaukee, Volume 15, pp. 466–482. Milwaukee, WI; Gayton, Anna H. 1935. Areal Affiliations of California Folktales. In American Anthropologist 37(4):588–591; Milliken, Randall T., Laurence H. Shoup, and Beverly R. Ortiz. 2009.

Ohlone/Costanoan Indians of the San Francisco Peninsula and their Neighbors, Yesterday and Today. Prepared for National Park Service Golden Gate National Recreation Area, San Francisco, CA. On file at California State University, Monterey Bay.

Page G-2.591
City of Menlo Park
Environmental Impact Analysis
Tribal Cultural Resources
Willow Village Master Plan Project
Final Environmental Impact Report 3.16-11 October 2022
discuss how flooding or wildfires were a consequence of rule-breaking or greed.55 For the Tamien, Mt.

Umunhum (Dove Mountain) is the physical foundation of their oral narrative of the Great Flood. It is considered the Tamien Nation’s most sacred landscape.56 One of the traditions of public ritual activity within native California identified by Kroeber (1925) is the “secret society and Kuksu dances” practiced from north-central California south to the Salinan language territory (Salinas Valley), including the San Francisco Bay Penutian-speaking Ohlone.57 This set of dances covers several well-described ceremonial dance traditions, including the northern Ohlone/Costanoan group at Mission San José (variations include the Kuksi among the Tamien).58 However, it is not known if these dances occurred prior to the Mission period.59 The Kusku worshipers are the only ones in California who developed a fair number of distinctive disguises and paraphernalia to impersonate spirts and mythic characters. This feature likely evolved within the region as there are no examples in the southwestern or northern Pacific coast areas.60 Archaeologically, the use of Kuksu "Big Head" (or “N series”) abalone shell effigy pendants first appeared around 1,000 years ago and suggests inclusion in the greater ceremonial interaction sphere of the Kuksu religion.61
Accounts from the Tamien Nation, and specifically from Josefa Velasquez (b. 1833), are that Kuksui had a large headdress of condor wingtip feathers. The dance was performed in Santa Cruz County near Watsonville, were large headed abalone pendants were found. It is unknown, however, if the pendants are directly associated with Kuksui. According to Tamien Nation Chairwoman Geary, to the Tamien, “Kuksui is a deity, dance, and healing ceremony and does not umbrella over other ceremonies. Each ceremony and dance is separate and can be performed independently. The Kuksui, Kilaki, Sunwele, Tura, Lolei koimei etc. are different ceremonies often erroneously grouped under Kuksui… Kuksui is a deity 55 Barrett, Samuel. 1933. Pomo Myths. In Bulletin of the Public Museum of the City of Milwaukee; Gayton, Anna H. 1935. Areal Affiliations of California Folktales. In American Anthropologist 37(4), pp. 582–599; Kelly, Isabel. 1978. Coast Miwok. In Handbook of North American Indians, Chapter 8, California. Robert F. Heizer (ed.), pp. 414–425. Smithsonian Institution, Washington, D.C.; Merriam, C. Hart. 1910. The Dawn of the World: Myths and Weird Tales Told by the Mewan Indians of California. Arthur H. Clark (ed.), Cleveland, OH; Radin, Paul. 1924.

Wappo Texts: First Series. In University of California Publications in American Archaeology and Ethnology 19(1):1–147, Berkeley, CA.
56 Tamien Nation. 2022. Sacred and Cultural Landscapes. 57 Arellano, Monica V., Alan Leventhal, Sheila Guzman-Schmidt, Gloria E. Arellano Gomez, and Charlene Nijmeh. 2021. An Ethnohistory of Santa Clara Valley and Adjacent Regions; Milliken, Randall T., Laurence H. Shoup, and Beverly R. Ortiz. 2009. Ohlone/Costanoan Indians of the San Francisco Peninsula and their Neighbors, Yesterday and Today, pp. 69 and 70; Kroeber, A.L. 1925. Handbook of the Indians of California. Bureau of American Ethnology. Bulletin 78, Washington, pp. 855–859.
58 Harrington, John P. 1942. Culture Element Distributions: XIX, Central California Coast. In Anthropological Records Volume 7, No. 1, University of California Press, Berkeley, CA. 59 Milliken, Randall T. 1995. A Time of Little Choice: The Disintegration of Tribal Culture in the San Francisco Bay Region, 1769–1810. Ballena Press, Menlo Park, CA.
60 Milliken, Randall T., Laurence H. Shoup, and Beverly R. Ortiz. 2009. Ohlone/Costanoan Indians of the San Francisco Peninsula and their Neighbors, Yesterday and Today, p. 69; Kroeber A. L.. 1922. Elements of Culture in Native California. In American Archaeology and Ethnology. Volume 13, No. 8, pp. 259–328. University of California Press, Berkeley, CA, p.305.
61 Arellano, Monica V., Alan Leventhal, Sheila Guzman-Schmidt, Gloria E. Arellano Gomez, and Charlene Nijmeh. 2021. An Ethnohistory of Santa Clara Valley and Adjacent Regions; Leventhal, Alan. 1993. A Reinterpretation of Some Bay Area Shellmound Sites: A View from the Mortuary Complex at CA-ALA-329, the Ryan Mound.

Unpublished master's thesis, Department of Social Sciences, San José State University; Kroeber, A.L. 1925.

Handbook of the Indians of California. Bureau of American Ethnology. Bulletin 78, Washington.

Page G-2.592
City of Menlo Park
Environmental Impact Analysis
Tribal Cultural Resources
Willow Village Master Plan Project
Final Environmental Impact Report 3.16-12 October 2022
with both physical and spiritual forms. He also performs healing rituals. He can even bring a person back to life.”
Based on Late-period mortuary sites, including CA-SCL-128, the Thámien Rúmmeytak site in downtown San José, the Santa Clara Valley Ohlone tribal groups likely performed world renewal dance ceremonies and paid great attention to funerary and morning rituals.62 CA-SCL-128 contains more than 100 ancestral burials and represents a large ancient burial ground. Dancing enabled the participants to open doors between the conscious world and travel to an ongoing supernatural world where the creators resided and enacted mythic dramas. The regalia worn by dancers imbued them with the power of the rituals. Certain natural locations, such as rock formations and springs, were marked nodal points that acted as shrines, areas where ritual performances were particularly effective.63 The placement of offerings and sharing of food among families at a time of mourning continues to be a common practice among descendent communities, albeit modified and adapted to today’s circumstances.64 The village Siputca from the Contact period is approximately two miles southeast of the Project Site. This village is within Puichon territory, along lower San Francisquito Creek and near San Francisco Bay.65 This is likely one of the larger villages that early explorers visited, with 250 inhabitants at San Francisquito Creek.66 The arrival of Spanish missionaries and, later, Europeans in general was culturally and otherwise disastrous for traditional Ohlone communities. Seven Spanish missions were founded in Ohlone territory alone between 1776 and 1797. While living within the mission system, the Ohlone commingled with other groups, including the Yokuts, Miwok, and Patwin. Members of the Puichon tribelet went to Mission San Francisco between 1781 and 1794 and Mission Santa Clara from 1781 to as late as 1805.

Mission life was devastating to the tribal population.67 When the first mission was established in the region in 1776, the Ohlone population (inclusive of all eight language groups) was estimated to be 10,000. By 1832, they numbered less than 2,000 as a result of introduced disease, harsh living conditions, and reduced birth 62 Leventhal, Alan, Rosemary Cambra, Monica Arellano, and Emily McDaniel. 2015. Final Report on the Burial and Archaeological Data Recovery Program Conducted on a Portion of Thámien Rúmmeytak [Guadalupe River Site], (CA-SCL-128/Hyatta Place Hotel) Located in Downtown San Jose, Santa Clara County, California. Unpublished paper. San José State University. 63 Bean, L.J. 1975. Power and Its Applications in Native California. In Journal of California Anthropology 2(1):25– 33; Bean, Lowell J., and Sylvia B. Vane. 1978. Cults and Their Transformations. In Handbook of North American Indians, pp 37–57, Chapter 8, California, Robert F. Heizer (ed.), Smithsonian Institution, Washington D.C.; Arellano, Monica V., Alan Leventhal, Sheila Guzman-Schmidt, Gloria E. Arellano Gomez, and Charlene Nijmeh. 2021. An Ethnohistory of Santa Clara Valley and Adjacent Regions. 64 ECORP Consulting. September 6, 2022—personal communication between Lisa Westwood and Tamien Nation representatives Quirina Geary, Lillian Luna, Clara Luna, Susana Mesa, Susie Q. Arias, Vidal E. Luna, and Theodore “Mike” Bonillas, Sr.
65 Bocek, Barbara. 1992. Subsistence, Settlement, and Tribelet Territories on the Eastern San Francisco Peninsula.

In Proceedings of the Society for California Archaeology 5; Milliken, Randall T. 1983. The Spatial Organization of Human Populations on Central California's San Francisco Peninsula at the Spanish Arrival. Unpublished master's thesis, Department of Anthropology, Sonoma State University, Rohnert Park, CA. 66 Font [1776] in Bolton, Herbert E. (ed.). 1930. Anza’s California Expeditions. Berkeley, CA: University of California Press; Milliken, Randall T., Laurence H. Shoup, and Beverly R. Ortiz. 2009. Ohlone/Costanoan Indians of the San Francisco Peninsula and Their Neighbors, p. 67; Crespí [1769] in Stanger, Frank M., and Alan K. Brown. 1969.

Who Discovered the Golden Gate? San Mateo County Historical Association, San Mateo, CA. 67 Milliken, Randall T. 1995. A Time of Little Choice: The Disintegration of Tribal Culture in the San Francisco Bay Region, 1769–1810. Ballena Press, Menlo Park, CA.

Page G-2.593
City of Menlo Park
Environmental Impact Analysis
Tribal Cultural Resources
Willow Village Master Plan Project
Final Environmental Impact Report 3.16-13 October 2022
rates.68 The Mexican government began to earnestly secularize the mission lands in 1834 and divide the former mission land among loyal Mexican subjects. Those who opted to remain in their ancestral territory were branded as squatters. Others fled in the interest of survival. As one example, the Tamien were forced to relocate to Madera, Hollister, Gilroy, Los Banos, and San José. Because ceremonies and lifeways are dependent on the traditional spatial organization and proximity of households, as well as the reliance on the family as the sole support system, it has been difficult for many dispersed contemporary groups to maintain their cultural identity and language.69
Mission life also forced Catholic baptism upon Native Americans, who were prohibited (either directly or indirectly, in the interest of survival) from practicing traditional religion. The Tamien, for example, could no longer practice roundhouse religion, and ceremonies had to be moved to other, less appropriate locations.70
Formal recognition, assertion, and self-determination began to move to the forefront during the early 20th century. This movement was enforced by legal suits brought by the Indians of California against the United States government (1928–1964) for reparation due to them for the loss of traditional lands.

Tribally led political advocacy groups brought attention to the community and resulted in a reevaluation of Native American rights.71 Tribal Cultural Resources
CEQA defines a tribal cultural resource as a site, feature, place, cultural landscape, sacred place, or object with cultural value to a California Native American tribe that is either included in or determined eligible for inclusion in the CRHR or a qualifying local historical register or determined by the lead agency to be significant pursuant to the criteria for listing in the CRHR, based on substantial evidence (Public Resources Code Section 20174[a]). A cultural landscape that meets this definition is a tribal cultural resource to the extent that the landscape is geographically defined in terms of size and scope (Section 20174[b]). A historical resource or archeological resource that meets this definition may also be a tribal cultural resource (Section 20174[c]).

Information about tribal cultural resources under AB 52 and tribal cultural places under SB 18 was drawn from multiple sources, including the tribal consultation, as summarized below; record searches and literature reviews with the California Historical Resources Information System (CHRIS); a review of existing ethnographic information; interviews with Tamien tribal experts;72 an ethnographic 68 Cook, S.F. 1943. The Conflict between the California Indians and White Civilization, I: The Indian Versus the Spanish Mission. In Ibero-Americana 21. Berkeley, CA.; Cook, S.F. 1943. The Conflict between the California Indians and White Civilization, II: The Physical and Demographic Reaction of the Non-Mission Indians in Colonial and Provincial California. In Ibero-Americana 22. Berkeley, CA; Levy, R. 1978. Costanoan. In Handbook of North American Indians, Chapter 8, California, p. 486. 69 ECORP Consulting. September 6, 2022—personal communication between Lisa Westwood and Tamien Nation representatives Quirina Geary, Lillian Luna, Clara Luna, Susana Mesa, Susie Q. Arias, Vidal E. Luna, and Theodore “Mike” Bonillas, Sr.
70 Ibid.
71 Bean, L.J. 1994. The Ohlone Past and Present: Native Americans of the San Francisco Bay Region. Ballena Press, Menlo Park, CA.
72 ECORP Consulting. September 6, 2022—personal communication between Lisa Westwood and Tamien Nation representatives Quirina Geary, Lillian Luna, Clara Luna, Susana Mesa, Susie Q. Arias, Vidal E. Luna, and Theodore “Mike” Bonillas, Sr.

Page G-2.594
City of Menlo Park
Environmental Impact Analysis
Tribal Cultural Resources
Willow Village Master Plan Project
Final Environmental Impact Report 3.16-14 October 2022
overview;73 and a cultural resources study (Basin 2022) that included an analysis to determine if the potential for buried sites exists (refer to Section 3.8, Cultural Resources).

Basin Research Associates (2022)74 included archival record searches and literature reviews conducted at the Northwest Information Center (NWIC); Bancroft Library at the University of California, Berkeley; and Basin Research Associates, San Leandro. The review identified one previously recorded multi-component (historic and pre-European contact) archaeological resource within the Project area: CA-SMA-160/H (P-41- 000160), also referred to as the Hiller Mound.75 The Tamien have identified this site as the potential village site of Puichon, although linguistic research is ongoing by language experts to confirm the traditional name, which has long since been lost because of forced dispersals and the resulting loss of culture.76 The historic (non-Native American) component of CASMA-160/H consists of the remains of the Carnduff farm, which was established in 1865.

The pre-contact (Native American) archeological component of the Hiller Mound has several parts. The central portion, consisting of approximately 1.77 acres, is the most archaeologically intact portion of the archeological site. It is referred to herein as the Core. According to Basin, the Core has been studied over the past 40 years by various researchers and determined to be the center of prehistoric occupation.

Discoveries encountered during construction-related ground disturbance in 2012 and 2017 were overseen by the Native American Heritage Commission– (NAHC-) appointed Most Likely Descendant (MLD). The NAHC-appointed MLD was a member of the Amah Mutsun Band of Mission San Juan Bautista.

According to Basin (2022), the alluvial midden present around the perimeter of the Core area reflects erosion and slope wash displacement of cultural sediment from the former low-elevation mound or the midden that was displaced from the leveling of the Core that predated the existing development.

According to Basin, this perimeter, which consists of approximately 5.26 acres (excluding the Core), is not in its original context; it is referred to herein as the Perimeter. The Core and Perimeter collectively form the recorded site, CA-SMA-160/H, referred to herein as the Hiller Mound.

According to Basin (2022:25), the archival review and analysis, coupled with an enhanced archaeological identification program involving subsurface probing (see Chapter 3.8, Cultural Resources), support a determination that the Hiller Mound is eligible for the CRHR under Criterion 1 for its importance to the Ohlone people because of Native American burials and Criterion 4 for its potential to yield information important in prehistory and history because of the presence of intact subsurface cultural deposits.

The importance of the entire Hiller Mound to the descendant communities was expressed to the City during tribal consultation under AB 52. In letters to the City on May 22 and August 5, 2022, the Tamien Nation asserted that the site is sacred to the tribe and that members of the tribe use the natural setting of the Hiller Mound to conduct ongoing tribal cultural practices. In several meetings with the Tamien Nation,

73 ECORP Consulting. 2022. Confidential Tribal Consultation Summary for Assembly Bill 52 and Senate Bill 18 for the Willow Village Project.
74 Basin Research Associates, Inc. 2019 (revised 2022). Cultural Resources Assessment Report. Meta Willow Campus Project, City of Menlo Park, San Mateo County, CA. Prepared for Pacific Innovation Partners, LLC. 75 During consultation with the Tamien Nation, the City learned that the Tamien Nation is considering other names for the Hiller Mound. As of publication of the EIR, the Tamien Nation has not communicated with the City and provided a preferred name for the resource. Therefore, in the EIR, the resource is still referred to as the Hiller Mound.
76 ECORP Consulting. September 6, 2022—personal communication between Lisa Westwood and Tamien Nation representatives Quirina Geary, Lillian Luna, Clara Luna, Susana Mesa, Susie Q. Arias, Vidal E. Luna, and Theodore “Mike” Bonillas, Sr.

Page G-2.595
City of Menlo Park
Environmental Impact Analysis
Tribal Cultural Resources
Willow Village Master Plan Project
Final Environmental Impact Report 3.16-15 October 2022
and the May 22 and August 5 correspondence, representatives of the tribe stated that the mound site is a tribal cultural landscape. According to the National Park Service’s Bulletin 38: Guidelines for Evaluating and Documenting Traditional Cultural Properties, a cultural landscape is recognized as a geographic area that includes both cultural and natural resources and exhibits cultural values. An ethnographic landscape is a type of cultural landscape that can range from contemporary settlements to religious sacred sites or geological landforms that exhibit importance to the culture. The Tamien Nation recognizes the various mounds across the Bay Area region as an ethnographic landscape. In addition, in its manuscript submitted to the City, 77 the Muwekma Ohlone Indian Tribe documented its cultural affiliation with the Hiller Mound and cited it as a tribal cultural resource. Therefore, the entire site, including the Core, Perimeter, and an associated zone referred to as an area of High Sensitivity, is a tribal cultural resource for the purposes of CEQA and a tribal cultural place under SB 18.

Assembly Bill 52 and Senate Bill 18 Consultation
CEQA, as amended in 2014 by Assembly Bill 52, requires that the City to consult with any California Native American tribe that is traditionally and culturally affiliated with the geographic area of a proposed project if the California Native American tribe has requested notice of projects in the area traditionally and culturally affiliated with the tribe and responded to the notice within 30 days of receipt with a request for consultation (Public Resources Code Section 20180.3.1). CEQA defines California Native American tribes as “a Native American tribe located in California that is on the contact list maintained by the California Native American Heritage Commission for the purposes of Chapter 905 of the Statutes of 2004” (Section 20173.) This includes both federally and non-federally recognized tribes.

SB 18 requires cities, prior to the adoption of any general plan amendment, to conduct consultations with Native American tribes that are on the lists maintained by the NAHC for the purpose of preserving or mitigating impacts on places, features, and objects described in Public Resources Code Section 5097.9 (Native American sanctified cemeteries, places of worship, religious or ceremonial sites, or sacred shrines located on public property) or Section 5097.993 (Native American historic, cultural, or sacred sites listed or eligible for listing in the CRHR, including any historic or prehistoric ruins, any burial ground, any archaeological or historic site, any inscriptions made by Native Americans at such a site, any archaeological or historic Native American rock art, or any archaeological or historic feature of a Native American historic, cultural, or sacred site) (California Government Code Section 65352.3).

The City’s AB 52 and SB 18 consultation for the Proposed Project initially included the following tribes that were included on the NAHC’s list of tribes:
• Amah Mutsun Tribal Band;
• Costanoan Rumsen Carmel Tribe;
• Indian Canyon Mutsun Band of Costanoan;
• Muwekma Ohlone Indian Tribe of the San Francisco Bay Area; and • Ohlone Indian Tribe.

77 Arellano, Monica V., Alan Leventhal, Sheila Guzman-Schmidt, Gloria E. Arellano Gomez, and Charlene Nijmeh.

Draft: An Ethnohistory of the Menlo Park, Mid-San Francisco Peninsula, Santa Clara Valley and Adjacent Regions; Historic Ties of the Muwekma Ohlone Tribe of the San Francisco Bay Area and Tribal Input on the Proposed Willow Village Project and its Potential Impact on Ancestral Heritage Site CA-SMA-160/H (P-41- 000160): The Hiller Mound. Manuscript submitted to the City of Menlo Park, October 26, 2022.

Page G-2.596
City of Menlo Park
Environmental Impact Analysis
Tribal Cultural Resources
Willow Village Master Plan Project
Final Environmental Impact Report 3.16-16 October 2022
The City contacted seven individuals who represent the five local California Native American tribes above.

Letters with Project details, a map, and a request for consultation were sent on December 21, 2020. The letters solicited responses from each contact, including questions, comments, or concerns regarding the Proposed Project. The statutory response window under AB 52 closed on January 22, 2021, and under SB 18 on March 23, 2021. Consulting tribes were required to respond to the City within those timeframes.

The City did not receive a response from the Costanoan Rumsen Carmel Tribe, the Indian Canyon Mutsun Band of Costanoan, or the Ohlone Indian Tribe. Therefore, no tribal consultation was carried out with the tribes, and none was required.

The City received requests for consultation from the Amah Mutsun Tribal Band and Muwekma Ohlone Indian Tribe of the San Francisco Bay Area in response to the initial notices. The Project proponent received correspondence from the Ramaytush Ohlone following publication of the draft EIR.

In July 2021, because the Project description had changed to include the proposed Willow Road Tunnel, the City requested an updated AB 52 and SB 18 consultation list from the NAHC. On July 23, 2021, the City received a tribal consultation list. The list included the five tribes noted above plus two additional tribes:
• Wuksache Indian Tribe/Eshom Valley Band; and
• Tamien Nation.

The City mailed letters on September 9, 2021, to the additional tribal contacts who were identified by the NAHC, notifying them of their opportunity to consult for the Proposed Project and identify potential impacts on tribal cultural resources and proposed mitigation measures. The statutory response window under AB 52 closed on October 9, 2021, and under SB 18 on December 8, 2021. Consulting tribes were required to respond to the City within those timeframes.

The City did not receive a response from the Wuksache Indian Tribe/Eshom Valley Band. Therefore, no tribal consultation was carried out with the tribe, and none was required.

The City received requests for consultation from the Tamien Nation.

A summary of the consultation that occurred with the Amah Mutsun Tribal Band, Muwekma Ohlone Tribe, and Tamien Nation follows.

Amah Mutsun Tribal Band
On December 16, 2021, the City received a response from the Amah Mutsun Tribal Band with an undated formal letter requesting consultation under AB 52. Although this response did not occur within the 30- day statutory timeframe for AB 52, the City considered the request and carried out consultation. A summary of the consultation follows.
• January 13, 2022: The City confirmed receipt of the request and requested an introductory meeting to begin the consultation process.
• January 27, 2022: The City sent a follow-up email to the tribe. • February 28, 2022: The City sent a follow-up email to the tribe. • March 3, 2022: City planning personnel reached out by email to confirm that the City would send draft mitigation measures for the Proposed Project to the Amah Mutsun Tribal Band in the near future and set up a consultation meeting with the City and the applicant team.

Page G-2.597
City of Menlo Park
Environmental Impact Analysis
Tribal Cultural Resources
Willow Village Master Plan Project
Final Environmental Impact Report 3.16-17 October 2022
• March 9, 2022: City planning personnel, the applicant, and the Amah Mutsun Tribal Band met to discuss the Proposed Project and recommended draft mitigation measures. • March 17, 2022: The City sent draft mitigation measures to the Amah Mutsun Tribal Band for review and comment.
• April 1, 2022: The City sent three exhibits from the cultural resources report identifying the known cultural and tribal resources in the Project area. • June 23, 2022: The City received a letter from the Amah Mutsun Tribal Band dated June 1, stating that the tribe was first designated Most Likely Descendant of discovered human remains by the Native American Heritage Commission in 2015, and that the tribe has been engaged in consultation for many years on this project. The letter also expressed support of the project and the DEIR, including the mitigation measures proposed therein. • August 17, 2022: City planning personnel sent a revised draft ethnographic context for the Proposed Project78 to the tribe for its review and input and requested a response by September 1, 2022.
• October 16, 2022: Chairwoman Irenne Zwierlein sent a letter to the City, commenting that the ethnographic section was unfairly emphasizing information provided by the Tamien Nation. • October 19 and 20, 2022: At the request of the City, ECORP contacted the Chairwoman and Michelle Zimmer by email, phone, and text to request an opportunity to discuss any additional information the tribe wished to contribute to the ethnographic section. • October 25, 2022: Tribal Trustee Wayne Pierce contacted ECORP at the request of Chairwoman Zwierlein, and a phone meeting was scheduled for the next day. • October 26, 2022: ECORP and Wayne Pierce met by phone to discuss the project. Mr. Pierce indicated he would speak with Michelle Zimmer and then relay any information. • October 28, 2022: Wayne Pierce indicated that “The Amah Mutsun Tribal Band of the Mission San Juan Bautista (the "Tribe") have no direct ties to the subject property in Menlo Park. The Tribe appreciates your efforts to give it the opportunity to make comments.” 79 Although the tribe did not provide specific information about tribal cultural resources, the previous discovery of human remains, for which the tribe was named MLD, is being treated as a tribal cultural resource for the purpose of CEQA. Therefore, pursuant to Public Resources Code Sections 21080.3.2(b)(1) and 21082.3(d)(1), the City concluded consultation under AB 52 in agreement with the Amah Mutsun Tribal Band. Similarly, pursuant to the 2005 Supplement to the General Plan Guidelines, the City concluded consultation under SB 18 in agreement with the tribe. In accordance with Government Code Sections 65352(a)(11) and 65092, the tribe will be provided referral notices 45 days and 10 days prior to the public hearing, and any further comments will be taken into consideration. The thresholds for certification of the EIR and amendment of the general plan have been met. The City will continue to engage with the tribe as part of implementing the approved mitigation measures.

78 ECORP. 2022. Revised Draft Ethnographic Context Statement for the Willow Village Project.

Unpublished manuscript on file with City of Menlo Park. 79 Personal communication: Email from Wayne Pierce, Amah Mutsun Tribal Band to Lisa Westwood, ECORP.

October 28, 2022.

Page G-2.598
City of Menlo Park
Environmental Impact Analysis
Tribal Cultural Resources
Willow Village Master Plan Project
Final Environmental Impact Report 3.16-18 October 2022
Muwekma Ohlone Indian Tribe
On December 8, 2021, the City received an email request for consultation under AB 52 from the Muwekma Ohlone Indian Tribe that included a formal letter (dated November 15, 2021); an ethnographic history of the tribe titled Ethnohistory, Historic Ties, and Tribal Stewardship of Sunol/Pleasanton, Santa Clara Valley, and Adjacent Areas; a report prepared for the Ronald McDonald House in Palo Alto; a court order regarding the Muwekma Ohlone Indian Tribe’s federal status; various letters of support for federal recognition; and court documents. A summary of consultation follows. • January 13, 2022: The City confirmed receipt of the request and requested an introductory meeting to begin the consultation process.
• January 24, 2022: The City and the Muwekma Ohlone Indian Tribe held an introductory meeting. • February 7, 2022: City planning personnel reached out to the Muwekma Ohlone Indian Tribe to schedule a second consultation meeting with the City, applicant team, and City’s environmental consultant (ICF).
• February 18–March 11, 2022: City planning personnel reached out to the Muwekma Ohlone Indian Tribe on several more occasions by email, phone, and certified mail to schedule a second consultation meeting.
• March 14, 2022: The Muwekma Ohlone Indian Tribe contacted the City to schedule a consultation meeting.
• March 16, 2022: City personnel and the applicant team met with the Muwekma Ohlone Indian Tribe to discuss the Proposed Project and recommended draft mitigation measures. • March 17, 2022: The City sent draft mitigation measures to the Muwekma Ohlone Indian Tribe for review and comment.
• April 1, 2022: The City sent three exhibits from the cultural resources report identifying the known cultural and tribal resources in the Project area. • June 21, 2022: The City received a letter from the tribe, expressing support for the mitigation measures proposed in the DEIR. No information about tribal cultural resources was provided to the City.
• August 17, 2022: City planning personnel sent a revised draft ethnographic context for the Proposed Project 80 to the tribe for its review and input and requested a response by September 1, 2022.
• October 19 and 20, 2022: At the request of the City, ECORP contacted the Vice Chairwoman Arellano by email, phone, and text to request an opportunity to discuss any additional information the tribe wished to contribute to the ethnographic section. • October 26, 2022: Vice Chairwoman Arellano contacted ECORP and recommended that ECORP contact Tribal Ethnohistorian Alan Leventhal. ECORP and Mr. Leventhal met by phone on the same day, and followed up with the tribe’s contribution. 81 The document provides the tribe’s

80 ECORP. 2022. Revised Draft Ethnographic Context Statement. 81 Arellano, Monica V., Alan Leventhal, Sheila Guzman-Schmidt, Gloria E. Arellano Gomez, and Charlene Nijmeh.

Draft: An Ethnohistory of the Menlo Park, Mid-San Francisco Peninsula, Santa Clara Valley and Adjacent Regions; Historic Ties of the Muwekma Ohlone Tribe of the San Francisco Bay Area and Tribal Input on the Page G-2.599
City of Menlo Park
Environmental Impact Analysis
Tribal Cultural Resources
Willow Village Master Plan Project
Final Environmental Impact Report 3.16-19 October 2022
history with respect to the Project Area vicinity and the Hiller Mound, and cites the Hiller Mound as a tribal cultural resource.

Therefore, pursuant to Public Resources Code Sections 21080.3.2(b)(1) and 21082.3(d)(1), the City concluded consultation under AB 52 in agreement with the Muwekma Ohlone Indian Tribe. Similarly, pursuant to the 2005 Supplement to the General Plan Guidelines, the City concluded consultation under SB 18 in agreement with the tribe. In accordance with Government Code Sections 65352(a)(11) and 65092, the tribe will be provided referral notices 45 days and 10 days prior to the public hearing, and any further comments will be taken into consideration. The thresholds for certification of the EIR and amendment of the general plan have been met. The City will continue to engage with the tribe as part of implementing the approved mitigation measures.

Tamien Nation
On October 16, 2021, the City received a response from the Tamien Nation, requesting consultation. The City confirmed receipt of the request on October 18, 2021, and committed to scheduling a consultation meeting. City planning staff met with Tamien Nation Chairwoman Geary on December 3, 2021.

Subsequently, the City and Tamien Nation met and exchanged information on numerous occasions, as summarized below.
• December 8, 2021: As part of a separate planning matter unrelated to this Project, Chairwoman Geary informed the City of the presence of a tribal cultural resource in the Project area and expressed concerns about reburials.
• February 15, 2022: The City and applicant met with the Tamien Nation to discuss the Draft EIR analysis and potential mitigation measures.
• March 17, 2022: The City sent draft mitigation measures to the Tamien Nation for review and comment.
• March 19, 2022: The Tamien Nation replied with a request for the CHRIS reports and biological resources mitigation measures.
• March 22, 2022: The City provided the biological resources mitigation measures and informed the Tamien Nation that the City would not be able to provide the CHRIS reports because of confidentiality issues.
• March 24, 2022: The Tamien Nation requested a meeting with the City and the Project archaeologist (Basin) to discuss the mitigation measures for the Proposed Project and asked for a map with Project details, including human burials and other known tribal cultural resources. • March 31, 2022: The City, ICF, the applicant, and Basin met with the Tamien Nation. The meeting included a discussion of mitigation measures and resulted in agreement to revise the tribal cultural resources mitigation measures to include cultural and tribal sensitivity training for construction workers, requiring that the archeological monitoring plan be developed in consultation with the consulting tribes. During the meeting, the Tamien Nation requested a map of the tribal cultural resource.
• April 1, 2022: The City sent three exhibits from the cultural resources teport identifying the known cultural and tribal resources in the Project area.

Proposed Willow Village Project and its Potential Impact on Ancestral Heritage Site CA-SMA-160/H (P-41- 000160): The Hiller Mound. Manuscript submitted to the City of Menlo Park, October 26, 2022.

Page G-2.600
City of Menlo Park
Environmental Impact Analysis
Tribal Cultural Resources
Willow Village Master Plan Project
Final Environmental Impact Report 3.16-20 October 2022
• April 4, 2022: The City contacted the Tamien Nation to confirm whether or not the Tamien Nation had any additional feedback on the draft mitigation measures. • April 8, 2022: The Tamien Nation replied to the City, stating that it had no further comments on the mitigation measures at that time. Chairwoman Geary stated that the Tamien Nation would continue to consult with the City on the Proposed Project and that the City could move forward with the Draft EIR release but that further consultation would continue and need to be concluded before the Final EIR. The chairwoman stated that “we do not foresee any major recommendations with the [mitigation measures], we just have an internal review process we are working on.” • May 23, 2022: The City received a formal Draft EIR comment letter from the Tamien Nation that expressed concern about environmental impacts and the inadequacy of mitigation measures, the adequacy of the analysis of cumulative impacts, and the need for repatriation to the Tamien Nation. • June 30, 2022: The City, applicant team, ICF, and legal counsel met with the Tamien Nation. The tribe provided an overview of the Tamien Nation and their connection to the Project area and the tribal cultural resource present therein. The meeting included a discussion of the Draft EIR comment letter, concerns with the Project’s impacts on tribal cultural resources, and potential options for addressing those impacts.
• July 2, 2022: The City sent the cultural resources report to the Tamien Nation. • August 5, 2022: The City received another letter from the Tamien Nation, documenting the oral testimony from tribal cultural practitioners as substantial evidence and stating that there is a tribal cultural resource present in the Project area, the Tamien Nation uses the tribal cultural landscape that includes the Project area to this day, and asserting that the tribal cultural resource is a sacred site and avoidance is the preferred option. • October 24, 2022. After numerous meetings and discussions, the Tamien Nation sent a letter to the City stating that the City and proponent responded to the tribes concerns, thanked the City and proponent and withdrew any previous objections to the project. 82 Pursuant to Public Resources Code Sections 21080.3.2(b)(1) and 21082.3(d)(1), the City concluded consultation under AB 52 in agreement with the Tamien Nation. Similarly, pursuant to the 2005 Supplement to the General Plan Guidelines, the City concluded consultation under SB 18 in agreement with the tribe. In accordance with Government Code Sections 65352(a)(11) and 65092, the tribe will be provided referral notices 45 days and 10 days prior to the public hearing, and any further comments will be taken into consideration. The thresholds for certification of the EIR and amendment of the general plan have been met. The City will continue to engage with the tribe as part of implementing the approved mitigation measures.

Regulatory Setting
Federal
Native American Graves Protection and Repatriation Act
The Native American Graves Protection and Repatriation Act (NAGPRA) requires federal agencies and institutions that receive federal funds, including museums, universities, state agencies, and local

82 Letter from Tamien Nation Chairwoman Quirina Luna Geary to City of Menlo Park Planning Commission Chair Chris DeCardy, October 21, 2022.

Page G-2.601
City of Menlo Park
Environmental Impact Analysis
Tribal Cultural Resources
Willow Village Master Plan Project
Final Environmental Impact Report 3.16-21 October 2022
governments, to repatriate or transfer Native American human remains and other cultural items to the appropriate parties upon request of a culturally affiliated lineal descendant, Indian tribe, or Native Hawaiian organization (43 Code of Federal Regulations [CFR] Section 10.10). Federal NAGPRA regulations (43 CFR Part 10) provide the process for determining the rights of culturally affiliated lineal descendants, Native American tribes, and Native Hawaiian organizations to certain Native American human remains, funerary objects, sacred objects, or objects of cultural patrimony, which are indigenous to Alaska, Hawaii, and the continental United States but not to territories of the United States, that are (i) in federal possession or control, (ii) in the possession or control of any institution or state or local government receiving federal funds, or (iii) excavated intentionally or discovered inadvertently on federal or tribal lands.

National Historic Preservation Act, Section 106
The NHPA (54 U.S.C. Section 300101 et seq.) created the NRHP and the list of National Historic Landmarks. Section 106 of the NHPA requires federal agencies to consider the impact of their actions on historic and archeological properties and provide the Advisory Council on Historic Preservation with an opportunity to comment on projects before implementation (Section 306108). The NRHP and federal guidelines related to the treatment of traditional cultural properties are relevant for the purposes of determining whether significant tribal cultural resources, as defined under CEQA, are present and guiding the treatment of such resources.

State
CalNAGPRA
The California Native American Graves Protection and Repatriation Act of 2001 (CalNAGPRA), as amended, requires all state agencies and state-funded museums that have possession or control over collections of California Native American human remains or cultural items to provide a process for the identification, inventory, and repatriation of these items to the appropriate tribes. Lineal descendants of human remains or cultural items may file a claim for the return of the materials by demonstrating the relationship between the lineal descendent and the materials.

California Native American Historic Resources Protection Act The California Native American Historic Resources Protection Act of 2002 imposes civil penalties, including imprisonment and fines of up to $50,000 per violation, for persons who unlawfully and maliciously excavate, remove, destroy, injure, or deface a Native American historic, cultural, or sacred site that is listed in or may be listed in the CRHR.

Assembly Bill 52
CEQA, as amended in 2014 by AB 52, requires cities to consult with any California Native American tribe that is traditionally and culturally affiliated with the geographic area of a proposed project if the California Native American tribe has requested notice of projects in the area traditionally and culturally affiliated with the tribe and has responded to the notice within 30 days of receipt with a request for consultation.

CEQA defines tribal cultural resources as either of the following:
(1) Sites, features, places, cultural landscapes (geographically defined in terms of the size and scope), sacred places, and objects with cultural value to a California Native American tribe that are:
a) Included in or determined to be eligible for inclusion in the CRHR, and/or Page G-2.602
City of Menlo Park
Environmental Impact Analysis
Tribal Cultural Resources
Willow Village Master Plan Project
Final Environmental Impact Report 3.16-22 October 2022
b) Included in a local register of historical resources, as defined in subdivision (k) of Section 5020.1; and/or
(2) A resource determined by the lead agency, in its discretion and supported by substantial evidence, to be significant pursuant to criteria set forth in subdivision (c) of Section 5024.1. In applying the criteria set forth in subdivision (c) of Section 5024.1, for the purposes of this paragraph, the lead agency shall consider the significance of the resource to a California Native American tribe (California Public Resources Code Section 21074[a]).

A cultural landscape that meets the above criteria to be a tribal cultural resource is one to the extent that the landscape is geographically defined in terms of the size and scope of the landscape (Section 21074[b]).

In addition, a historical resource, as described in Section 21084.1; a unique archaeological resource, as defined in subdivision (g) of Section 21083.2; or a “nonunique archaeological resource,” as defined in subdivision (h) of Section 21083.2, may also be a tribal cultural resource if it conforms with the criteria listed above to be a tribal cultural resource (Section 21074[c]).

CEQA requires that the City initiate consultation with culturally affiliated tribes at the commencement of the CEQA process to identify tribal cultural resources (Section 20180.3.1). As a part of the consultation, the parties may propose mitigation measures, including, but not limited to, those recommended in Public Resources Code Section 21084.3, to avoid or substantially lessen potential significant impacts on a tribal cultural resource or may propose alternatives to avoid significant impacts on a tribal cultural resource (Section 20180.3.2[a]). If the California Native American tribe requests consultation regarding alternatives to a project, recommended mitigation measures, or significant effects, the consultation must include those topics. The consultation may include a discussion concerning the type of environmental review necessary, the significance of tribal cultural resources, the significance of a project’s impacts on tribal cultural resources, and, if necessary, project alternatives or appropriate measures for preservation or mitigation that the California Native American tribe may recommend to the lead agency. The consultation is considered concluded when either of the following occurs: (1) the parties agree to measures to mitigate or avoid a significant effect, if a significant effect exists, on a tribal cultural resource or (2) a party, acting in good faith and after reasonable effort, concludes that mutual agreement cannot be reached (Section 20180.3.2[b]).

A California Native American tribe or the public can submit information to the lead agency regarding the significance of tribal cultural resources, the significance of a project’s impact on tribal cultural resources, or any appropriate measures to mitigate the impact outside the consultation process as well.

Senate Bill 18
SB 18 was signed into law in September 2004 and became effective in 2005. SB 18 (Burton, Chapter 905, Statutes of 2004) requires city and county governments to consult with California Native American tribes that were on the NAHC contact list prior to the adoption or amendment of general plans, with the intent of protecting traditional tribal cultural places (California Government Code Section 65352.3) Resources subject to this requirement include any of the following (California Government Code Section 65352.3.):
• A Native American sanctified cemetery, place of worship, religious or ceremonial site, or sacred shrine (California Public Resources Code Section 5097.9); and/or • A Native American historic, cultural, or sacred site that is listed or may be eligible for listing in the CRHR pursuant to Section 5024.1, including any historic or prehistoric ruins, any burial ground, any archaeological or historic site, any inscriptions made by Native Americans at such a site, any archaeological or historic Native American rock art, or any archaeological or historic feature of a Page G-2.603
City of Menlo Park
Environmental Impact Analysis
Tribal Cultural Resources
Willow Village Master Plan Project
Final Environmental Impact Report 3.16-23 October 2022
Native American historic, cultural, or sacred site (California Public Resources Code Section 5097.993).

The purpose of involving tribes at the early stage of planning efforts is to allow consideration of tribal cultural places in the context of broad local land use policy before project-level land use decisions are made by a local government. The process by which consultation must occur in these cases was published by the Governor’s Office of Planning and Research through its Tribal Consultation Guidelines: Supplement to General Plan Guidelines (November 14, 2005). Although SB 18 is not a CEQA issue, consultation regarding tribal cultural places can, and, in this case, did, overlap with AB 52 consultation; therefore, a summary of SB 18 consultation is included herein.

Health and Safety Code Section 7050.5
In the event of the discovery or recognition of human remains in any location other than a dedicated cemetery, Health and Safety Code Section 7050.5 requires no further excavation or disturbance of the site or any nearby area reasonably suspected to overlie the remains until the coroner of the county in which the human remains were discovered has determined that they are not subject to the provisions of Section 27491 of the Government Code or any other related provisions of the law concerning an investigation of the circumstances, manner, and cause of death. If the coroner determines that the remains are not subject to his or her authority but recognizes them to be those of a Native American, or has reason to believe that they are those of a Native American, he or she shall contact the NAHC by telephone within 24 hours.

Public Resources Code Section 5097.98
Section 5097.98 of the Public Resources Code stipulates that whenever the NAHC receives notification of a discovery of Native American human remains from a county coroner, pursuant to subdivision (c) of Section 7050.5 of the California Health and Safety Code, it shall immediately notify those persons it believes to be most likely descended from the deceased Native American. The decedents may, with the permission of the owner of the land, or his or her authorized representative, inspect the site of the discovery of the Native American remains and recommend to the owner or the person responsible for the excavation work means for treating or disposing of, with appropriate dignity, the human remains and any associated grave goods. The descendants shall complete their inspection and make their recommendation within 48 hours of being granted access to the site. The recommendation may include scientific removal and nondestructive analysis of the human remains and items associated with Native American burials.

Whenever the NAHC is unable to identify a descendant, or the identified descendant fails to make a recommendation; the landowner or his or her authorized representative rejects the recommendation of the descendant; or the mediation provided for in subdivision (k) of Section 5097.94, if invoked, fails to provide measures that would be acceptable to the landowner, the landowner or his or her authorized representative shall reinter on the property the human remains and associated items with appropriate dignity at a location that will not be subject to further and future subsurface disturbance.

Upon the discovery of multiple Native American human remains during a ground disturbing land development activity, the landowner may agree that additional consultation with the descendants is necessary to consider culturally appropriate treatment of the remains. Culturally appropriate treatment of the discovery may be ascertained from a review of the site using cultural and archaeological standards.

Where the parties are unable to agree on appropriate treatment measures, the human remains and associated items shall be reinterred with appropriate dignity.

Page G-2.604
City of Menlo Park
Environmental Impact Analysis
Tribal Cultural Resources
Willow Village Master Plan Project
Final Environmental Impact Report 3.16-24 October 2022
Local
Menlo Park General Plan
The City General Plan consists of Open Space/Conservation, Noise, and Safety Elements, adopted May 21, 2013; the 2015–2023 Housing Element, adopted April 1, 2014; and the Circulation and Land Use Elements, adopted November 29, 2016. The following goals and policies from the Land Use Element that have been adopted to avoid or mitigate environmental impacts relevant to cultural and tribal resources and the Proposed Project:
• Goal LU-7: Sustainable Services. Promote the implementation and maintenance of sustainable development, facilities, and services to meet the needs of Menlo Park’s residents, businesses, workers, and visitors.
• Policy LU-7.8: Cultural Resource Preservation. Promote preservation of buildings, objects, and sites with historic and/or cultural significance.

The following goals and policies from the Open Space/Conservation Element that have been adopted to avoid or mitigate environmental impacts, are relevant to cultural resources and the Proposed Project:
• Goal OSC-3: Protect and Enhance Historic Resources. Protect and enhance cultural and historical resources for their aesthetic, scientific, educational, and cultural values. • Policy OSC-3.1: Prehistoric or Historic Cultural Resources Investigation and Preservation.

Preserve historical and cultural resources to the maximum extent practical. • Policy OSC-3.2: Prehistoric or Historic Cultural Resources Protection. Require significant historic or prehistoric artifacts to be examined by a qualified consulting archaeologist or historian for appropriate protection and preservation and ensure compliance with local, state, and federal regulations.
• Policy OSC-3.3: Archaeological or Paleontological Resources Protection. Protect prehistoric or historic cultural resources either onsite or through appropriate documentation as a condition of removal. When a development project has sufficient flexibility, require avoidance or preservation of the resources as the primary form of mitigation, unless the City identifies superior mitigation.

If resources are documented, undertake coordination with descendants and/or stakeholder groups, as warranted.
• Policy OSC-3.4: Prehistoric or Historic Cultural Resources Found during Construction. If cultural resources, including archaeological or paleontological resources, are uncovered during grading or other onsite excavation activities, require construction to stop until appropriate mitigation is implemented.
• Policy OSC-3.5: Consultation with Native American Tribes. Consult with those Native American tribes with ancestral ties to the Menlo Park city limits regarding City General Plan amendments and land use policy changes.

Environmental Impacts
This section describes environmental impacts related to tribal cultural resources that could result from implementation of the Proposed Project. The section begins with the criteria of significance that establish Page G-2.605
City of Menlo Park
Environmental Impact Analysis
Tribal Cultural Resources
Willow Village Master Plan Project
Final Environmental Impact Report 3.16-25 October 2022
the thresholds for determining whether an impact would be significant. It then presents impacts associated with the Proposed Project and identifies mitigation measures to address the impacts as needed.

Thresholds of Significance
A project with an effect that may cause a substantial adverse change in the significance of a tribal cultural resource is a project that may have a significant effect on the environment (California Public Resources Code Section 21084.2). In accordance with Appendix G of the CEQA Guidelines, the Proposed Project would have a significant effect on tribal cultural resources if it would:
• Cause a substantial adverse change in the significance of a tribal cultural resource, defined in Public Resources Code Section 21074 as a site, feature, place, or cultural landscape that is geographically defined in terms of the size and scope of the landscape, sacred place, or object with cultural value to a California Native American tribe and:
o Listed in or eligible for listing in the CRHR or a local register of historical resources, as defined in Public Resources Code Section 5020.1(k), or
o A resource determined by the lead agency, in its discretion and supported by substantial evidence, to be significant pursuant to criteria set forth in subdivision (c) of Public Resources Code Section 5024.1. In applying the criteria set forth in subdivision (c) of Public Resources Code Section 5024.1, the lead agency shall consider the significance of the resource to a California Native American tribe.

Public agencies shall, when feasible, avoid damaging effects to any tribal cultural resource (California Public Resources Code Section 21084.3[a]). If the lead agency determines that a project may cause a substantial adverse change in a tribal cultural resource, and measures are not otherwise identified in the consultation process provided in Section 21080.3.2, state law provides mitigation measures that, if feasible, may be considered to avoid or minimize the significant adverse impacts (Section 21084.3[b]).

These measures include avoidance and preservation in place, including incorporation of the resource into open spaces, parks, or green spaces; treating the resource with appropriate dignity, including protecting the cultural character and integrity of the resource, protecting the traditional use of the resource, and protecting the confidentiality of the resource; establishing conservation easements or other interests in real property with culturally appropriate management criteria for purposes of preserving or utilizing the resource in place; or otherwise protecting the resource.

A discussion of each the criteria is included in the impact analysis below. If an impact on a tribal cultural resource would be significant, CEQA requires feasible measures to minimize the impact (CEQA Guidelines Section 15126.4[a][1]).

Methods for Analysis
The following section analyzes potential impacts on tribal cultural resources that may be caused by the Proposed Project. In accordance with CEQA section 21084.2, the analysis considers the potential for Project activities to cause a substantial adverse change in the significance of a tribal cultural resource. To assess the Proposed Project’s potential to create a significant adverse change in tribal cultural resources, the City considered information provided by representatives from consulting tribes as well as the analysis provided in the General Plan and M-2 Area Zoning Update (ConnectMenlo) EIR.

As described above, for purposes of this analysis, the entire Hiller Mound (CA-SMA-160/H) is considered to be a tribal cultural resource. The central Core of the Hiller Mound, consisting of approximately 1.77 Page G-2.606
City of Menlo Park
Environmental Impact Analysis
Tribal Cultural Resources
Willow Village Master Plan Project
Final Environmental Impact Report 3.16-26 October 2022
acres, is the most archaeologically intact portion of the archeological site. According to Basin, the Perimeter of the Hiller Mound, consisting of approximately 5.26 acres (excluding the Core) within the Project Site, contains alluvial midden, reflecting erosion and slope wash displacement of cultural sediment from the former low-elevation mound that was displaced from the leveling of the Core that predated the existing development. Basin also identifies a High Sensitivity Area (described below), which is partially within the Core and partially within the Perimeter that is deemed likely based on past discoveries to contain cultural resources. The specific locations of these three areas cannot be disclosed in a public document, and the amount of project detail for each area is limited in this EIR, accordingly.

Summary of Analysis in the ConnectMenlo EIR
The ConnectMenlo EIR analyzed the following impacts that would result from implementing the updates to the Land Use and Circulation Elements and the M-2 Area Zoning Update. The Proposed Project is within the development envelope considered in the ConnectMenlo EIR impact analysis.

Impacts related to tribal cultural resources, as defined by Public Resources Code Section 21074, were analyzed in the ConnectMenlo EIR as Impact CULT-5 (ConnectMenlo EIR, p. 4.4-21) and cumulatively as Impact CULT-6 (ConnectMenlo EIR, p. 4.4-22). The ConnectMenlo EIR concluded that compliance with existing federal, state, and local laws and regulations, as well as the City General Plan goals and policies listed under CULT‐2, would protect tribal cultural resources by providing for early detection of potential conflicts between development and resource protection and preventing or minimizing material impairment of the ability of archaeological deposits to convey their significance through excavation or preservation. The ConnectMenlo EIR further found that implementation of Mitigation Measures CULT‐2a, CULT‐2b, and CULT‐4 would reduce any impacts to tribal cultural resources in Menlo Park as a result of future development under buildout of the City General Plan to a less-than-significant level. Mitigation Measure CULT-2a mitigates impacts to subsurface cultural resources. This mitigation measure requires all construction activity within 100 feet of such a find to cease until a qualified archeologist determines whether the resource requires further study and requires project proponents to include an “inadvertent discovery” clause in every construction contract to inform contractors of this requirement. In addition, Mitigation Measure CULT-2a specifies that, when previously undiscovered resources are found, they must be recorded on appropriate California Department of Parks and Recreation (DPR) forms and evaluated for significance in terms of the CEQA criteria by a qualified archeologist. Furthermore, if the resource is determined significant under CEQA, the qualified archaeologist must prepare and implement a research design and archaeological data recovery plan that captures those categories of data for which the site is significant. Mitigation Measure CULT-2a also requires the archaeologist to perform appropriate technical analyses; prepare a comprehensive report complete with methods, results, and recommendations; and provide for the permanent curation of the recovered resources. If required by law, the report must be submitted to the City of Menlo Park, NWIC, and State Historic Preservation Office.

Mitigation Measure CULT-2b requires tribal consultation. Mitigation Measure CULT-2b states that, as part of the City’s application approval process and prior to project approval, the City must consult with those Native American tribes with ancestral ties to the Menlo Park city limits regarding City General Plan amendments and land use policy changes. In addition, upon receipt of an application for a project that requires a general plan amendment or a land use policy change, the City must submit a request for a list of Native American tribes to be contacted about the proposed project to the NAHC. After the list is received, the City must submit a letter to each tribe on the list, requesting consultation about the proposed project and using a method that allows the City to confirm receipt of the request.

Page G-2.607
City of Menlo Park
Environmental Impact Analysis
Tribal Cultural Resources
Willow Village Master Plan Project
Final Environmental Impact Report 3.16-27 October 2022
Mitigation Measure CULT-4 mitigates impacts related to the discovery of human remains. This mitigation measure notes that procedures of conduct following the discovery of human remains have been mandated by California Health and Safety Code Section 7050.5, Public Resources Code Section 5097.98, and California Code of Regulations Section 15064.5(e). Mitigation Measure CULT-4 states that, according to the provisions in CEQA, if human remains are encountered at a 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. Under this mitigation measure, if human remains are encountered, the San Mateo County Coroner must be notified immediately.

The coroner then determines whether the remains are Native American. If the coroner determines the remains are Native American, he or she notifies the NAHC within twenty-four hours and the NAHC notifies the person it identifies as the MLD of the discovered remains. This mitigation measure notes that, under applicable state laws, the MLD has forty-eight 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 forty-eight hours, the owner 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.

Finally, the ConnectMenlo EIR concluded that general plan buildout, when combined with past, present, and reasonably foreseeable future development, would not result in a significant cumulative impact on tribal cultural resources with implementation of the project-level mitigation measures. In addition, the ConnectMenlo EIR found that future development set to occur under the general plan would not create or contribute to a cumulative impact on known cultural resources, including tribal cultural resources.

Impacts and Mitigation Measures
Impact TCR-1: The Proposed Project could cause a substantial adverse change in the significance of a tribal cultural resource, as defined in PRC Section 21074. (LTS/M) To identify tribal cultural resources within the Project Site, the City contacted California Native American tribes and received requests for consultation from the Amah Mutsun Tribal Band, Tamien Nation, and Muwekma Ohlone Indian Tribe.

An archaeological site that can also be considered a tribal cultural resource was identified within the main Project Site (Hiller Mound). Project-related ground disturbance has the potential to encounter both known and as-yet undocumented Native American deposits associated with the Hiller Mound. This impact would be potentially significant.

The Proposed Project would avoid and minimize known archaeological expressions of the tribal cultural resource through a combination of avoidance through design strategies, preservation in place, capping to protect the resource, planning green space to incorporate the resource with culturally appropriate protection and management criteria, and the specifications of the contractor’s means and methods.

Collectively, these Proposed Project features and measures would be consistent with the appropriate treatment measures established by CEQA Sections 20183.2 and 21084.3.

The entire main Project Site, not just the portions with a tribal cultural resource, requires the placement of four to seven feet of engineered fill to raise the site grade and accommodate future sea-level rise. The engineered fill capping would double as in-place protection for the Core. The portion of the Core that requires protection is the subsurface layer of culturally affected soil, which is composed of a cultural midden.

To accommodate the protective fill and minimize damage to near-surface artifacts during fill placement in the Core, hand grubbing and the placement of two layers of geogrid or geotextile reinforcement prior Page G-2.608
City of Menlo Park
Environmental Impact Analysis
Tribal Cultural Resources
Willow Village Master Plan Project
Final Environmental Impact Report 3.16-28 October 2022
to the use of mechanical construction equipment would be implemented in the Core. During vegetation clearing, the root balls of trees and would be left in place so that removal would not cause disturbance of the culturally affected soil.

The thickness of the protective soil layer over the Core has been engineered to avoid significant adverse impacts to tribal cultural resources within the Core. The fill would create a vertical separation of between four and seven feet for the entire Project Site. The soil cover would also provide a protective layer over culturally affected soils in the Core. The geogrid-enhanced engineered fill would amount to less than five pounds per square inch (psi) of uniform pressure on the culturally affected soil within the Core.

Geotechnical modeling of the effect of this amount of pressure on the culturally affected soil was conducted by ENGEO (2022). The effect was found to be negligible and comparable to the amount of pressure that the atmosphere applies to humans.

Project construction activities, including temporary scaffolding for construction purposes, would occur only in the new engineered fill material and would not penetrate the upper layer of geogrid above the culturally affected soil within the Core.

The Proposed Project is designed such that all building structural loads would be carried off of the Core.

All building structural loads would span the Core through a structural truss or bridge design or cantilever.

Tree root balls from the trees removed within the Core boundary that have roots extending within an area 24 inches from the culturally affected soil layer would be left in place. Stumps may be ground flat with the existing grade. The only permanent structural elements that would contact the surface of the protective fill on top of the Core would be walkways, landscape courtyards, planter walls, and connection points Page G-2.609
City of Menlo Park
Environmental Impact Analysis
Tribal Cultural Resources
Willow Village Master Plan Project
Final Environmental Impact Report 3.16-29 October 2022
between glass walls and the ground. Limited permanent improvements would be located within the engineered fill above the Core but, in all cases, above the top layer of the geogrid. These elements would be designed to avoid additional structural loads on the culturally affected soil of the Core. No excavation into the culturally affected soil of the Core is proposed.

The Perimeter Area, like other areas of the main Project Site, would require the placement of engineered fill to accommodate future sea-level rise. Site preparation within the Perimeter Area would include compaction of the upper eight inches below the existing ground surface, placement of a layer of geogrid reinforcement to distribute loads uniformly, and the addition of four to five feet of engineered fill. Future improvements would include buildings, a portion of a road, emergency vehicle paths, circulation paths, landscape planters, water and irrigation improvements, drainage improvements, and utility improvements. Some buildings would include basement access for mechanical equipment and vehicle parking. In these cases, the basement parking excavation would penetrate the engineered fill and into existing ground surface. Protocols for addressing culturally affected soil encountered during excavation are described below.

A portion of the main Project Site that partially overlaps the Core and Perimeter has been designated as a High Sensitivity Area, which has a higher likelihood for the discovery of culturally affected soils and materials associated with the tribal cultural resource, including human remains. Portions of the High Sensitivity Area are already obscured by existing buildings, structures, and surface improvements from previous development of the main Project Site. As with all areas of the main Project Site, the High Sensitivity Area would require placement of engineered fill to accommodate future sea-level rise. Within the High Sensitivity Area, the Project proposes improvements such as emergency vehicle paths, circulation paths, landscape planters, water and irrigation improvements, drainage improvements, utility improvements, and non-building improvements. In addition, a portion of one proposed building is sited at the location of an existing building within the High Sensitivity Area.

Three construction protocols are proposed within the High Sensitivity Area. First, after demolition of existing site improvements, the existing soil within the High Sensitivity Area would be left in place. The ground surface preparation would include preparation of the upper eight inches of the existing soil by grading loose material and then compacting with a sheepsfoot roller. Second, building protocols within the High Sensitivity Area would include implementation of ground improvement measures to reduce potential long-term settlement of the new building foundation. After the ground surface has been prepared, as described above, the ground improvement supports would be identified. Each location of ground improvement support would be manually excavated to the bottom of the culturally affected soil.

It is anticipated that manual excavation could extend to depths of seven feet. Following the excavation, the ground improvement supports would be installed at the pre-excavated locations. Finally, a layer of protective geogrid reinforcement would be placed over the prepared ground surface, then engineered fill ranging from four to five feet in depth would be placed over the layer of geogrid to accommodate future sea-level rise. Nonetheless, given the relatively shallow depth of the archaeological deposits associated with the Hiller Mound, as well as the dispersal of deposits from past disturbance associated with natural drainage, agriculture, and construction, the Proposed Project could encounter culturally affected soil in the Hiller Mound during construction activities, such as grading, demolition, construction of underground improvements, and the placement of construction equipment. Project-related ground disturbance would have the potential to disturb both known and as-yet undocumented cultural deposits associated with the tribal cultural resource. Furthermore, in its consultation with the City, the Tamien Nation has asserted that the entire site of Hiller Mound is a tribal cultural resource and sacred site that the Tamien Nation uses to this day, even though legal access does not currently extend to tribal members. The Tamien Nation has stated that building around a sacred site is not avoidance because the use of the site would be impacted and that construction within a tribal cultural landscape is an impact on a larger county-wide tribal cultural Page G-2.610
City of Menlo Park
Environmental Impact Analysis
Tribal Cultural Resources
Willow Village Master Plan Project
Final Environmental Impact Report 3.16-30 October 2022
landscape. However, avoidance and preservation in place for the Core as well as existing known reburials, coupled with modifications to construction means and methods in the Hiller Mound, would ensure that tribal cultural resources, if encountered, would be treated with care and in a culturally appropriate manner. In addition, permanent use restrictions with respect to the Core, the existing known reburial area, and the future reburial area, as well as an access agreement with respect to the future reburial area, would preserve and protect the tribal cultural resource.

The Proposed Project would implement ConnectMenlo EIR Modified Mitigation Measures CULT-2a and CULT-4 (see Section 3.8, Cultural Resources) if potentially significant subsurface cultural resources or human remains are encountered during ground-disturbing activities. In addition to these mitigation measures, the Project Sponsor would implement Project Mitigation Measures TCR 1.1 through 1.3. These measures require preservation in place of known tribal cultural resources (the Core and existing reburials), worker training prior to construction to allow early identification of discoveries, and tribal monitoring, thereby reducing impacts on tribal cultural resources. These mitigation measures also require consultation regarding the appropriate response when a tribal cultural resource is encountered.

Implementation of enforceable mitigation measures to ensure these measures is sufficient to reduce impacts to tribal cultural resources to less than significant with mitigation.

MM TCR 1.1. Avoidance and Mitigation of Impacts
Plan Check
Prior to issuance of grading permits, the City shall ensure 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 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, Applicant 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
Page G-2.611
City of Menlo Park
Environmental Impact Analysis
Tribal Cultural Resources
Willow Village Master Plan Project
Final Environmental Impact Report 3.16-31 October 2022
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 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 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 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 walk-behind 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.

Page G-2.612
City of Menlo Park
Environmental Impact Analysis
Tribal Cultural Resources
Willow Village Master Plan Project
Final Environmental Impact Report 3.16-32 October 2022
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 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.

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.