Menlo Park City Council
December 13, 2022

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 Ordinance No. XXXX

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 Ordinance No. XXXX

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 Ordinance No. XXXX

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 Ordinance No. XXXX

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 Ordinance No. XXXX

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 Ordinance No. XXXX

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 Ordinance No. XXXX

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 Ordinance No. XXXX

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 Ordinance No. XXXX

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 Ordinance No. XXXX

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 Ordinance No. XXXX

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 Ordinance No. XXXX

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 Ordinance No. XXXX

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 Ordinance No. XXXX

W37 Ordinance No. XXXX

DRAFT Glossary of Supporting Documents
Project Plans (dated October 19, 2022)
Development Agreement
Exhibit D to the Development Agreement (Willow Village Phasing Plan) Modification Requests (dated September 2, 2022)
Heritage Tree Removal Permits Nos 2022-00057 and 2022-00058 (conditionally approved June 28, 2022)
Tree Survey Reports
• Heritage Tree Removal Report Willow Village dated August 16, 2022 • Heritage Tree Removal Report for Hamilton Avenue Parcels dated August 16, 2022 • Heritage Tree Removal Report for 1305 O’Brien dated August 16, 2022 • Heritage Tree Removal Report for 1330 O’Brien dated August 16, 2022 • Heritage Tree Removal Report for O’Brien ROW dated August 16, 2022 Willow Village Master Plan Bird-Safe Design Assessment (dated February 24, 2022) Vesting Tentative Map for Major Subdivision No. XXXXX Willow Village A Map (dated October 7, 2022)
Vesting Tentative Maps for Major Subdivision No. XXXXX Chevron and Retail Parcels (dated October 7, 2022)
Willow Village Campus District Trip Cap Monitoring and Enforcement Policy (dated October 7, 2022)
Willow Village Transportation Demand Management (TDM) Plan (dated October 2022) Willow Village TDM Compliance Plan (dated October 14, 2022) Mitigation Monitoring and Reporting Program
Event Management Plan (dated October 14, 2022)
Willow Village Project-Wide Below Market Rate Housing Agreement (dated ___, 2022) Water Supply Assessment prepared by West Yost (dated February, 2022) Willow Village Hydraulic Evaluation prepared by West Yost (dated February 3, 2022) Willow Village Compliance Matrix (dated June 23, 2022)
Hazardous materials information forms and generator supplemental forms (dated August 8, 2022)
Conceptual Dialysis Center Temporary Location (dated March 16, 2022) Conceptual Parcels and Building Numbers (dated October 12, 2022) Ordinance No. XXXX

Willow Village Master Plan Project
Mitigation Monitoring and Reporting Program 1 November 2022 Mitigation Monitoring and Reporting Program
Introduction
The California Environmental Quality Act (CEQA) requires the adoption of feasible mitigation measures to reduce the severity and magnitude of significant environmental impacts associated with project development. The Environmental Impact Report (EIR) prepared and certified for the proposed Willow Village Master Plan Project (Proposed Project) includes all feasible mitigation measures to reduce the potential environmental effects of the Proposed Project.

CEQA also requires reporting on and monitoring of mitigation measures adopted as part of the environmental review process (Public Resources Code Section 21081.6). 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 mitigation measures in this MMRP are assigned the same number they had in the EIR. The MMRP, presented in table format, describes the actions that must take place to implement each mitigation measure, the timing of those actions, the entities responsible for implementing and monitoring the actions, and verification of compliance. Additional information is provided in the certified EIR for the Project.

Ordinance No. XXXX

City of Menlo Park Mitigation Monitoring and Reporting Program Willow Village Master Plan Project
Mitigation Monitoring and Reporting Program 2 November 2022

WILLOW VILLAGE MASTER PLAN PROJECT

MITIGATION MONITORING AND REPORTING PROGRAM
Mitigation Measures Action Timing Implementing
Party Monitoring Party
Transportation
IMPACT BEING ADDRESSED: The Proposed Project would exceed an applicable VMT threshold of significance. The Proposed Project would exceed the applicable VMT threshold of significance for the residential land use and would result in a significant impact. (Impact TRA-2) Project Mitigation Measure TRA-2: The residential land use of the Project Site will be required to implement a TDM Plan achieving a 36% reduction from gross ITE trip generation rates (for the Proposed Project, this reduction equals 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.

Finalize
Transportation
Demand
Management
(TDM) Plan
details with the
City.

Implement TDM
Plan during
occupancy of the
Proposed Project.

Finalization of TDM
Plan with City prior
to occupancy of the
first building
Annual monitoring
and reporting every
year the Project is
operational with
timing to be
determined by the
City
Project Sponsor City of Menlo Park
Community
Development
Department
(CDD), Planning
Division
City of Menlo Park
Public Works
Department (PW),
Transportation
Division
IMPACT BEING ADDRESSED: The Proposed Project would substantially increase hazards due to a design feature or incompatible uses. The Proposed Project includes a design feature that could increase hazards and would result in a significant impact. (Impact: TRA-3) Project Mitigation Measure TRA‐3: Revise the North Garage access design to provide adequate sight distance for the eastern driveway or incorporate other design solutions to reduce hazards to the satisfaction of the Public Works
Director. Potential solutions that would reduce hazards to a less than significant level include restricting the eastern driveway to inbound vehicles only or prohibiting exiting left turns, modifying landscaping or relocating the driveway to the west to allow for adequate sight distance for exiting vehicles, or installing an all-way stop or signal.

Revise the North
Garage access
design for
adequate visibility
and hazard
reduction.

During the building
permit and site
development review
process and prior to
issuance of building
permits.

Project Sponsor/
Project architect
PW,
Transportation
Division
IMPACT BEING ADDRESSED: Vehicle Miles Traveled. (Impact C-TRA-2) Implement Mitigation Measure TRA-2 above. See above. See above. See above. See above.

IMPACT BEING ADDRESSED: Hazards or Incompatible Uses. (Impact C-TRA-3) Ordinance No. XXXX

City of Menlo Park Mitigation Monitoring and Reporting Program Willow Village Master Plan Project
Mitigation Monitoring and Reporting Program 3 November 2022

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Implement Mitigation Measure TRA-3, above. See above. See above. See above. See above.

Air Quality
IMPACT BEING ADDRESSED: Conflict with or Obstruct Implementation of the Applicable Air Quality Plan. The Proposed Project would conflict with or obstruct implementation of the applicable air quality plan. (Impact AQ-1) Project Mitigation Measure AQ-1.1: Use Clean Diesel-powered Equipment during Construction to Control Construction-related Emissions. The Project Sponsor shall either:
• Ensure all off-road construction equipment with greater than 25 horsepower and operating for more than 20
hours total over the entire duration of construction
activities have engines that meet or exceed either EPA or ARB Tier 4 Final off-road emission standards. The
exception to this requirement allows a cumulative total of 618,028 horsepower-hours over the duration of
construction activities before residents move onsite and 34,716 horsepower-hours over the duration of
construction activities after residents move onsite from the operation of off-road construction equipment that
meets standards less than Tier 4 Final; or
• Prior to issuance of building permits, provide
supplemental analysis prepared by a qualified air quality specialist to the City for approval that shows that
emissions of ROG and NOX, the excess lifetime cancer risk, and the PM2.5 concentration would not exceed the
thresholds from the 2017 BAAQMD CEQA Air Quality
Guidelines using the mix of equipment proposed by the
applicant.

Use clean dieselpowered
equipment during
construction or
provide
supplemental air
quality analysis.

Prior to the issuance
of building permits
During construction
(if clean dieselpowered equipment
is used)
Project Sponsor CDD
Project Mitigation Measure AQ-1.2: Architectural Coatings. The Project Sponsor shall use super-compliant architectural coatings during construction and operation for all buildings, which shall have VOC content that meet SCAQMD Rule 1113 Architectural Coatings as revised on February 5, 2016.

Apply
architectural
coatings to meet
South Coast Air
Quality
Prior to the issuance
of building permits
During construction
Project Sponsor CDD
Ordinance No. XXXX

City of Menlo Park Mitigation Monitoring and Reporting Program Willow Village Master Plan Project
Mitigation Monitoring and Reporting Program 4 November 2022

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Management
District Rule 1113.

Ongoing during
operation of Project
IMPACT BEING ADDRESSED: Cumulatively Considerable Net Increase in Criteria Pollutants. The Proposed Project would result in a cumulative net increase in a criteria pollutant for which the Project region is classified as a nonattainment area under an applicable federal or ambient air quality standard. (Impact AQ-2)
Implement Project Mitigation Measures AQ-1.1 and
AQ-1.2
See above See above See above See above
ConnectMenlo Mitigation Measure AQ-2b1: Prior to building permit issuance, the City shall require applicants for all development projects in the city to comply with the current Bay Area Air Quality Management District’s (BAAQMD) basic control measures for reducing construction emissions of PM10 (Table 8‐1, Basic Construction Mitigation Measures
Recommended for All Proposed Projects, of the BAAQMD
CEQA Guidelines).

Comply with
BAAQMD basic
control measures.

During the building
permit and site
development review
process, prior to
building permit
issuance, and during
construction
Project Sponsor CDD
ConnectMenlo Mitigation Measure AQ-2b2: Prior to issuance of a building permit, development projects in the City that are subject to CEQA and exceed the screening sizes in the
BAAQMD’s CEQA Guidelines shall prepare and submit to the City of Menlo Park a technical assessment evaluating potential project construction‐related air quality impacts. The
evaluation shall be prepared in conformance with the
BAAQMD methodology for assessing air quality impacts. If construction‐related criteria air pollutants are determined to have the potential to exceed the BAAQMD thresholds of
significance, as identified in the BAAQMD CEQA Guidelines, the project applicant is required to incorporate mitigation measures to reduce air pollutant emissions during
construction activities to below these thresholds (e.g., Table 8‐ 2, Additional Construction Mitigation Measures
Recommended for projects with Construction Emissions
Above the Threshold of the BAAQMD CEQA Guidelines, or
applicable construction mitigation measures subsequently Prepare the
constructionrelated air quality
technical
assessment.

During the building
permit and site
development review
process and prior to
permit issuance
Project Sponsor CDD
Ordinance No. XXXX

City of Menlo Park Mitigation Monitoring and Reporting Program Willow Village Master Plan Project
Mitigation Monitoring and Reporting Program 5 November 2022

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approved by BAAQMD). These identified measures shall be incorporated into all appropriate construction documents (e.g., construction management plans), subject to the review and approval of the Planning Division prior to building permit issuance. (The AQTR prepared and submitted for the
Proposed Project fulfills the air quality technical assessment requirement.)
IMPACT BEING ADDRESSED: Expose Sensitive Receptors to Substantial Pollutant Concentrations. The Proposed Project would expose sensitive receptors to substantial pollutant concentrations. (Impact AQ-3) Implement Project Mitigation Measure AQ-1.1 and
ConnectMenlo Mitigation Measures AQ-2b1 and AQ-2b2, above.

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

IMPACT BEING ADDRESSED: Other Air Emissions. The Proposed Project would result in other emissions (such as those leading to odors) that would adversely affect a substantial number of people. (Impact AQ-4) Project Mitigation Measure AQ-4.1: Molecular Neutralizer for Odors. The Project Sponsor and West Bay Sanitary District shall install a molecular neutralizer at the proposed sanitary sewer pump station to convert hydrogen sulfide gas into a biodegradable effluent during sewer pump operations. The molecular neutralizer shall be installed prior to the
commencement of sewer pump operations.

Install molecular
neutralizer at the
proposed sanitary
sewer pump
station.

During the building
permit and site
development review
process. Install prior
to the
commencement of
sewer pump
operations.

Project Sponsor/
West Bay
Sanitary District
CDD/PW
IMPACT BEING ADDRESSED: Cumulative Air Quality Impacts. Cumulative development would result in a significant and unavoidable cumulative impact on air quality; thus, the Proposed Project would be a cumulatively considerable contributor to a significant cumulative impact on air quality. (Impact C-AQ-1)
Implement Project Mitigation Measure AQ-1.1 and
ConnectMenlo Mitigation Measures AQ-2b1 and AQ-2b2.

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

Greenhouse Gas Emissions
IMPACT BEING ADDRESSED: Generation of GHG Emissions during Construction. Construction of the Proposed Project would not generate GHG emissions that may have a significant impact on the environment. (Impact GHG-1b) Implement Mitigation Measure TRA-2, above. See above. See above. See above. See above.

Ordinance No. XXXX

City of Menlo Park Mitigation Monitoring and Reporting Program Willow Village Master Plan Project
Mitigation Monitoring and Reporting Program 6 November 2022

WILLOW VILLAGE MASTER PLAN PROJECT

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IMPACT BEING ADDRESSED: Conflicts with Applicable Plans and Policies. The Proposed Project would conflict with an applicable plan, policy, or regulation adopted for the purpose of reducing emissions of GHGs. (Impact GHG-2) Implement Mitigation Measure TRA-2, above. See above. See above. See above. See above.

Ordinance No. XXXX

City of Menlo Park Mitigation Monitoring and Reporting Program Willow Village Master Plan Project
Mitigation Monitoring and Reporting Program 7 November 2022

WILLOW VILLAGE MASTER PLAN PROJECT

MITIGATION MONITORING AND REPORTING PROGRAM
Mitigation Measures Action Timing Implementing
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Noise
IMPACT BEING ADDRESSED: Construction Noise. Construction of the Proposed Project would generate a substantial temporary or permanent increase in ambient noise levels in the vicinity of the Project in excess of standards established in a local general plan or noise ordinance or applicable standards of other agencies. (Impact NOI-1a) Modified ConnectMenlo Mitigation Measure NOISE‐1c.

Project applicants for all development projects in the city shall minimize the exposure of nearby properties to excessive noise levels from construction‐related activity through CEQA
review, conditions of approval and/or enforcement of the City’s Noise Ordinance. Prior to issuance of demolition, grading, and/or building permits for development projects, a note shall be provided on development plans indicating that during on‐going grading, demolition, and construction, the property owner/developer shall be responsible for requiring contractors to implement the following measures to limit construction‐related noise:
• All internal combustion engines on construction
equipment and trucks are fitted with properly maintained mufflers, air intake silencers, and/or engine shrouds that are no less effective than as originally equipped by the manufacturer.
• Stationary equipment such as generators and air
compressors shall be located as far as feasible from
nearby noise‐sensitive uses.
• Stockpiling is located as far as feasible from nearby noise‐ sensitive receptors.
• Limit unnecessary engine idling to the extent feasible. • Limit the use of public address systems.
• Construction traffic shall be limited to the haul routes established by the City of Menlo Park.

Implement
measures to limit
constructionrelated noise.

Prior to the issuance
of demolition,
grading, and
building permits
and throughout the
duration of
construction
activities
Project Sponsor/
contractor(s)
CDD
Ordinance No. XXXX

City of Menlo Park Mitigation Monitoring and Reporting Program Willow Village Master Plan Project
Mitigation Monitoring and Reporting Program 8 November 2022

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Project Mitigation Measure NOI-1.1: Construction Noise Control Plan to Reduce Construction Noise. The Project applicant and/or the contractor(s) shall obtain a permit to complete work outside the exempt/standard construction hours
outlined in the City of Menlo Park Municipal Code, which may be incorporated into the conditional development permit for the Proposed Project. In addition, the applicant and/or contractor(s) shall develop a construction noise control plan to reduce noise levels and comply with Municipal Code
daytime (during non-exempt hours) and nighttime noise
standards to the extent feasible and practical, subject to review and determination by the Community Development
Department. The plan shall also include measures to reduce noise levels such that a 10-dB increase over the ambient noise level does not occur at nearby noise-sensitive land uses, such as schools and residences to the extent feasible and practical (as determined by the City). Finally, the plan shall include measures to reduce pile driving noise such that noise from this equipment does not exceed 85 dBA Leq at a distance of 50 feet, as feasible.

The plan shall demonstrate that, to the extent feasible and practical, noise from construction activities that occur daily between 7:00 and 8:00 a.m. or between 6:00 p.m. and 10:00 p.m. will comply with the applicable City of Menlo Park noise limit of 60 dBA at the nearest existing residential or noisesensitive land use, and construction activities that occur between 10:00 p.m. and 7:00 a.m. will comply with the
applicable City noise limit of 50 dBA at the residential or noise-sensitive land use. The plan shall also demonstrate that, to the extent feasible and practical (as determined by the City), noise from construction activities during all hours will not result in a 10 dB increase over the ambient noise level at the nearest noise-sensitive land uses, and that pile driving noise would not exceed 85 dBA Leq at a distance of 50 feet. This Develop a Noise
Control Plan and
obtain a permit to
complete work
outside standard
construction
hours.

Submit noise
control plan
concurrently with
the application for
the first building
permit for each
building and
implement plan
during construction.

Obtain permit prior
to building permit
application.

Project Sponsor/
contractor(s)
CDD
Ordinance No. XXXX

City of Menlo Park Mitigation Monitoring and Reporting Program Willow Village Master Plan Project
Mitigation Monitoring and Reporting Program 9 November 2022

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Noise Control Plan shall be approved by the City prior to the issuance of building permits to confirm the precise noise minimization strategies that will be implemented and to document that strategies will be employed to the extent feasible and practical.

Measures to help reduce noise from construction activity to these levels shall be incorporated into this plan and may include, but are not limited to, the following:
• To the extent feasible and practical, plan for the noisiest construction activities to occur during daytime hours when the quantitative standards are less stringent, existing ambient noise levels are generally louder, and when people are less sensitive to noise.
• Require all construction equipment be equipped with
mufflers and sound control devices (e.g., intake silencers and noise shrouds) that are in good condition (at least as
effective as those originally provided by the manufacturer) and appropriate for the equipment.
• Maintain all construction equipment to minimize noise emissions.
• Locate construction equipment as far as feasible from adjacent or nearby noise-sensitive receptors.
• Require all stationary equipment be located to maintain the greatest possible distance to the nearby existing buildings, where feasible and practical.
• Require stationary noise sources associated with
construction (e.g., generators and compressors) in proximity to noise-sensitive land uses to be muffled and/or enclosed within temporary enclosures and shielded by barriers, which can reduce construction noise by as much as 5 dB.
• Install noise-reducing sound walls or fencing (e.g.
temporary fencing with sound blankets) around noisegenerating equipment, to the extent feasible and practical, where no perimeter wall is provided pursuant to
Mitigation Measure NOI-1.2.

Ordinance No. XXXX

City of Menlo Park Mitigation Monitoring and Reporting Program Willow Village Master Plan Project
Mitigation Monitoring and Reporting Program 10 November 2022

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• Prohibit idling of inactive construction equipment for prolonged periods during nighttime/non-standard hours
(i.e., more than 2 minutes).
• Provide advance notification in the form of
mailings/deliveries of notices to surrounding land uses regarding the construction schedule, including the various types of activities that would be occurring throughout the duration of the construction period.
• Provide the name and telephone number of an on-site
construction liaison through on-site signage and on the notices mailed/delivered to surrounding land uses. If
construction noise is found to be intrusive to the community (i.e., if complaints are received), the construction liaison shall take reasonable efforts to investigate the source of the noise and require that reasonable measures be implemented to
correct the problem.
• Use electric motors rather than gasoline- or dieselpowered engines to avoid noise associated with compressed air exhaust from pneumatically powered
tools during nighttime hours, to the extent feasible and practical (as determined by the City). Where the use of pneumatic tools is unavoidable, an exhaust muffler on the compressed air exhaust could be used; this muffler can
lower noise levels from the exhaust by about 10 dB.

External jackets on the tools themselves could be used, which could achieve a reduction of 5 dB.

Project Mitigation Measure NOI-1.2: Construction of Temporary Noise Barrier along Project Perimeter. The Project
contractor(s) shall install an 8-foot-high temporary noise barrier along the complete length of the western and southern perimeter (e.g., areas near residential and school land uses), and along the southernmost 500 feet of the eastern perimeter of the main Project Site. As project buildout occurs, removal and/or adjustment in the location of the perimeter noise Install noise
barriers.

Prior to issuance of
building permit for
each building and/or
relevant area of site
improvement
plans/building
construction and
ongoing
Project Sponsor/
contractor(s)
CDD
Ordinance No. XXXX

City of Menlo Park Mitigation Monitoring and Reporting Program Willow Village Master Plan Project
Mitigation Monitoring and Reporting Program 11 November 2022

WILLOW VILLAGE MASTER PLAN PROJECT

MITIGATION MONITORING AND REPORTING PROGRAM
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barrier may occur because either the construction of project buildings (completion of core and shell) or streets requires barrier realignment, or the perimeter barrier is not needed, as shown by preparation of an acoustical analysis that indicates the balance of the construction activities will not result in construction noise that exceeds the allowable limits.

Regarding the Hamilton Avenue Parcel South, a similar noise barrier shall be installed around the complete length of the southern, western and northern perimeters as well as the southernmost 100 feet of the eastern perimeter of the
Hamilton Avenue Parcel South, unless the Project Sponsor can demonstrate, through an acoustical analysis, that construction noise at this site would not exceed the allowable limits. The decision regarding the necessity of this barrier and location(s) shall be subject to review and approval of the City based on evidence and analyses providing by the applicant team.

Regarding the Hamilton Avenue Parcel North, a similar noise barrier shall also be constructed along the complete length of the southern and western perimeters, along with the eastern most 100 feet of the northern perimeter of the Hamilton Avenue Parcel North, unless the Project Sponsor can
demonstrate, through an acoustical analysis, that construction noise at this site would not exceed the allowable limits. The decision regarding the necessity of this barrier and location(s) shall be subject to review and approval of the City based on evidence and analyses providing by the applicant team.

The barriers shall be constructed of material that has an acoustical rating of at least 26 STC (Sound Transmission Class). This can include a temporary barrier constructed with plywood supported on a wood frame, sound curtains
supported on a frame, or other comparable material.
removal/adjustment
of noise barriers
during construction
Ordinance No. XXXX

City of Menlo Park Mitigation Monitoring and Reporting Program Willow Village Master Plan Project
Mitigation Monitoring and Reporting Program 12 November 2022

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IMPACT BEING ADDRESSED: Operational Noise. Operation of the Proposed Project would generate a substantial temporary or permanent increase in ambient noise levels in the vicinity of the Project in excess of standards established in a local general plan or noise ordinance or applicable standards of other agencies. (Impact NOI-1b) ConnectMenlo Mitigation Measure NOISE-1b. Stationary noise sources and landscaping and maintenance activities citywide shall comply with Chapter 8.06, Noise, of the Menlo Park Municipal Code.

Comply with
Chapter 8.06 of
the Menlo Park
Municipal Code.

Prior to the issuance
of construction
permits and
throughout the
duration of
construction
activities
Project Sponsor CDD
Project Mitigation Measure NOI-1.3: Mechanical Equipment Noise Reduction Plan. To reduce potential noise impacts resulting from Project mechanical equipment, including heating, cooling, and ventilation equipment, the Project applicant shall conduct a noise analysis to estimate noise levels of Project-specific mechanical equipment based on the final selected equipment models and design features. In addition to the analysis, a Mechanical Equipment Noise Reduction Plan shall be created to ensure noise levels of equipment, once installed, are below the applicable criteria described below. The Noise Reduction Plan shall include any necessary noise reduction measures required to reduce Project-specific mechanical equipment noise to a less-thansignificant levels. The plan shall also demonstrate that with the inclusion of selected measures, noise from equipment would be below the significance thresholds. Feasible noise reduction measures to reduce noise below the significance thresholds include, but are not limited to, selecting quieter equipment, utilizing silencers and acoustical equipment at vent openings, siting equipment farther from the roofline, and/or enclosing all equipment in a mechanical equipment room designed to reduce noise. This analysis shall be conducted and the results and final Noise Reduction Plan shall be provided to the City prior to the issuance of building permits for each building.

Submit a
Mechanical
Equipment Noise
Reduction Plan for
each building and
implement noise
control measures
to reduce noise
during operation.

Submit noise
reduction plan
concurrently with
the application for
the first building
permit for each
building, and
implement plan
during operation.

Project Sponsor/
engineers(s)
CDD
Ordinance No. XXXX

City of Menlo Park Mitigation Monitoring and Reporting Program Willow Village Master Plan Project
Mitigation Monitoring and Reporting Program 13 November 2022

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The noise analysis and Noise Reduction Plan shall be prepared by persons qualified in acoustical analysis and/or engineering.

The Noise Reduction Plan shall demonstrate with reasonable certainty that noise from mechanical equipment selected for the Project, including the attenuation features incorporated into the Project design, will not exceed the City of Menlo Park’s property plane threshold of 60 dBA during daytime hours or 50 dBA during nighttime hours at nearby noisesensitive land uses, as well as the 50 dBA at 50 feet threshold that applies to rooftop equipment in the City.

The Project applicant shall incorporate all feasible methods to reduce noise identified above and other feasible
recommendations from the acoustical analysis and Noise
Reduction Plan into the building design and operations as necessary to ensure that noise sources meet applicable
requirements of the respective noise ordinances at receiving properties.

Project Mitigation Measure NOI-1.4: Emergency Generator Noise Reduction Plan (All Parcels). Prior to approval of a building permit for each building, the Project applicant shall conduct a noise analysis to estimate noise levels from the testing of Project-specific emergency generators, based on the actual generator makes and models proposed and the actual selected attenuation features. Based on the results of the analysis, a Noise Reduction Plan shall be created to ensure noise levels of generator testing are below the applicable Code requirements. The results, methods, and final Noise Reduction Plan shall be provided to the City prior to the issuance of building permits. The analysis shall account for proposed noise attenuation features, such as specific acoustical enclosures and mufflers or silences, and the final Noise Reduction Plan shall demonstrate with reasonable certainty that proposed generator(s) will not exceed the City of Menlo Park noise thresholds of 60 dBA at the nearest noise-sensitive Submit an
Emergency
Generator Noise
Reduction Plan
and implement
noise control
measures to
reduce noise
during operation.

Submit plan
concurrently with
the application for
the first building
permit for each
generator and
implement plan
during operation.

Project Sponsor/
engineers(s)
CDD
Ordinance No. XXXX

City of Menlo Park Mitigation Monitoring and Reporting Program Willow Village Master Plan Project
Mitigation Monitoring and Reporting Program 14 November 2022

WILLOW VILLAGE MASTER PLAN PROJECT

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use during daytime hours, and/or 85 dBA at 50 feet for
powered equipment, whichever is lower. Acoustical
treatments may include, but are not limited to:
• Enclosing generator(s);
• Installing relatively quiet model generator(s);
• Orienting or shielding generator(s) to protect noisesensitive receptors to the greatest extent feasible; • Installing exhaust mufflers or silencers;
• Increasing the distance between generator(s) and noisesensitive receptors; and/or • Placing barriers around generator(s) to facilitate the attenuation of noise.

In addition, all Project generator(s) shall be tested only between the hours of 7:00 a.m. and 10:00 p.m. Because no nighttime testing of generators will be allowed, compliance with the 50-dB nighttime noise threshold in the City need not be demonstrated.

The Project applicant shall incorporate sufficient
recommendations from the acoustical analysis into the
building design and operations to ensure that noise sources meet applicable requirements of the noise ordinance.

IMPACT BEING ADDRESSED: Generation of excessive ground-borne vibration or ground-borne noise levels. The Proposed Project would generate excessive ground-borne vibration or noise levels. (Impact NOI-2) ConnectMenlo Mitigation Measure NOISE-2a.1,2 To prevent architectural damage citywide as a result of constructiongenerated vibration:
• Prior to the issuance of a building permit for any
development project requiring pile driving or blasting, the Prepare a noise
and vibration
analysis.

Prior to the issuance
of building permits
Project Sponsor/
engineer(s)
CDD

1 This noise and vibration study for the Proposed Project has been prepared in accordance with ConnectMenlo Mitigation Measure NOISE-2a. 2 ConnectMenlo Mitigation Measure NOISE‐2a has been modified to allow for compliance “to the extent feasible and practical,” which would be subject to review and determination by the Community Development Department.

Ordinance No. XXXX

City of Menlo Park Mitigation Monitoring and Reporting Program Willow Village Master Plan Project
Mitigation Monitoring and Reporting Program 15 November 2022

WILLOW VILLAGE MASTER PLAN PROJECT

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project applicant/developer shall prepare a noise and
vibration analysis to assess and mitigate potential noise and vibration impacts related to these activities. The
maximum levels shall not exceed 0.2 in/sec, which is the level that can cause architectural damage for typical
residential construction. If maximum levels would exceed the thresholds, alternative methods, such static rollers, non-explosive blasting, and pile drilling, as opposed to pile driving, shall be used to the extent feasible and
practical, subject to review and determination by the
Community Development Department.

To prevent vibration-induced annoyance as a result of
construction-generated vibration:
• Individual projects that involve vibration-intensive
construction activities, such as blasting or the use of pile drivers, jack hammers, or vibratory rollers, within 200 feet of sensitive receptors shall be evaluated for potential vibration impacts. A vibration study shall be conducted for individual projects where vibration-intensive impacts may occur. The study shall be prepared by an acoustical or vibration engineer holding a degree in engineering,
physics, or an allied discipline who is able to demonstrate a minimum of 2 years of experience in preparing technical assessments regarding acoustics and/or ground-borne
vibration. The study is subject to review and approval of the Community Development Department.

Vibration impacts on nearby receptors shall not exceed the vibration annoyance levels (in inches per second), as follows:
• Workshop = 0.126
• Office = 0.063
• Residence, daytime (7:00 a.m.–10:00 p.m.) = 0.032
• Residence, nighttime (10:00 p.m. to 7:00 a.m.) = 0.016 If construction-related vibration is determined to be
perceptible at vibration-sensitive uses, additional
Ordinance No. XXXX

City of Menlo Park Mitigation Monitoring and Reporting Program Willow Village Master Plan Project
Mitigation Monitoring and Reporting Program 16 November 2022

WILLOW VILLAGE MASTER PLAN PROJECT

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requirements, such as less vibration-intensive equipment or construction techniques, shall be implemented during
construction (e.g., non-explosive blasting, pile drilling, as opposed to pile driving, preclusion for vibratory roller use, use of small or medium-sized bulldozers) to the extent feasible and practical. Vibration reduction measures shall be
incorporated into the site development plan as a component of the Project and applicable building plans, subject to the review and approval of the Community Development
Department.

Project Mitigation Measure NOI-2.1: Vibration Control Measures for Annoyance from Daytime Pile Driving Activity. During daytime hours, pile driving activity shall take place no closer than 335 feet from residential land uses, 210 feet from office or school land uses, and 130 feet from workshops or retail land uses, to the extent feasible and practical. When pile driving work must take place closer than these distances from the aforementioned land uses, reduction measures shall be incorporated to the extent feasible and practical, such as the use of alternative pile installation methods that do not require impact or vibratory pile driving. Examples of alternative pile installation methods include auger cast pressure grouted displacement (APGD) piles, stone columns, cast-in-drilled-hole (CIDH) piles, or press-in piles. These measures will be subject to review and approval of the Community Development
Department.

In addition, the construction contractor shall appoint a Project vibration coordinator who will serve as the point of contact for vibration-related complaints during project construction.

Contact information for the Project vibration coordinator will be posted at the Project Site and on a publicly available Project website. Should complaints be received, the Project vibration coordinator shall work with the construction team to adjust activities (e.g., drilling instead of driving piles in closer Implement
vibration control
measures for
daytime pile
driving activity
and limit daytime
pile driving.

Ongoing during
daytime
construction hours;
documentation
provided to City
prior to pile driving
construction
activities
Project Sponsor/
contractor(s)/
Project vibration
coordinator
CDD
Ordinance No. XXXX

City of Menlo Park Mitigation Monitoring and Reporting Program Willow Village Master Plan Project
Mitigation Monitoring and Reporting Program 17 November 2022

WILLOW VILLAGE MASTER PLAN PROJECT

MITIGATION MONITORING AND REPORTING PROGRAM
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proximity to certain land uses) to the extent feasible and practical to reduce vibration or to reschedule activities for a less sensitive time. The Project vibration coordinator shall notify the Community Development Department of all
vibration-related complaints and actions taken to address the complaints.

Project Mitigation Measure NOI-2.2: Vibration Control Measures for Annoyance from Daytime Construction Activities Excluding Pile Driving. During daytime hours, construction activity involving a vibratory roller shall take place no closer than 90 feet from residential land uses, 60 feet from office or school land uses, and 35 feet from workshops or retail land uses, to the extent feasible and practical, subject to review and approval by the Community Development Department. In
addition, equipment that generates vibration levels similar to a large bulldozer shall take place no closer than 50 feet from residential land uses, 35 feet from office or school land uses, and 20 feet from workshops or retail land uses, to the extent feasible and practical, subject to review and approval by the Community Development Department. Maintaining these
distances between equipment and the nearest residential, school/office, or workshop land uses would ensure vibration levels would be below 0.032 PPV in/sec at the nearest
residences, 0.063 PPV in/sec at the nearest school or office, and 0.126 PPV in/sec at the nearest workshop, per the
requirements in ConnectMenlo Mitigation Measure NOISE-2a.

When construction would require the use of these equipment types at distances closer than these to nearby sensitive uses, reduction measures shall be incorporated to the extent
feasible and practical, such as the use of smaller or less vibration-intensive equipment. For example, the vibration level from a large bulldozer at 10 feet would be approximately

0.352 PPV in/sec, whereas the vibration level from a large bulldozer at the same distance would be approximately 0.012 Implement
vibration control
measures for
annoyance from
daytime
construction
activity, excluding
pile driving, and
limit vibratory
roller use during
daytime hours.

Ongoing during
daytime
construction hours;
documentation
provided to City
prior to vibration
related construction
activities
Project Sponsor/
contractor(s)/
Project vibration
coordinator
CDD
Ordinance No. XXXX

City of Menlo Park Mitigation Monitoring and Reporting Program Willow Village Master Plan Project
Mitigation Monitoring and Reporting Program 18 November 2022

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PPV in/sec. The vibration level from a small bulldozer at 10 feet would be below all daytime vibration thresholds from ConnectMenlo Mitigation Measure Noise-2a. The feasibility of reduction measures shall be subject to review and
determination by the Community Development Department.

In addition, the construction contractor shall appoint a Project vibration coordinator who will serve as the point of contact for vibration-related complaints during Project construction.

Contact information for the Project vibration coordinator will be posted at the Project Site and on a publicly available Project website. Should complaints be received, the Project vibration coordinator shall work with the construction team to adjust activities (e.g., drilling instead of driving piles in closer proximity to certain land uses) to the extent feasible and practical to reduce vibration or to reschedule activities for a less sensitive time. The Project vibration coordinator shall notify the Community Development Department of all vibration-related complaints and actions taken to address the complaints.

Project Mitigation Measure NOI-2.3: Vibration Control Measures for Annoyance from Nighttime Pile Installation Activity. During the nighttime hours of 10:00 p.m. to 7:00 a.m., pile driving activity shall take place no closer than 540 feet from residential land uses to the extent feasible and practical. When pile installation work must take place closer than this distance to residences, alternative pile installation methods that do not require impact or vibratory pile driving shall be employed to the extent feasible and practical. Examples of alternative pile installation methods include auger cast pressure grouted displacement (APGD) piles, stone columns, cast-in-drilled-hole (CIDH) piles, or press-in piles. The feasibility of these alternative measures shall be subject to review and
determination of the Community Development Department.

In addition, the construction contractor shall appoint a Project vibration coordinator who will serve as the point of contact for Implement
vibration control
measures for
annoyance from
nighttime pile
driving and limit
nighttime pile
driving.

Ongoing during
nighttime
construction hours;
documentation
provided to City in
advance of
nighttime pile
installation
activities.

Project Sponsor/
contractor(s)/
Project vibration
coordinator
CDD
Ordinance No. XXXX

City of Menlo Park Mitigation Monitoring and Reporting Program Willow Village Master Plan Project
Mitigation Monitoring and Reporting Program 19 November 2022

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MITIGATION MONITORING AND REPORTING PROGRAM
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vibration-related complaints during Project construction.

Contact information for the Project vibration coordinator will be posted at the Project Site and on a publicly available Project website. Should complaints be received, the Project vibration coordinator shall work with the construction team to adjust activities (e.g., drilling instead of driving piles in closer proximity to certain land uses) to the extent feasible and practical to reduce vibration or to reschedule activities for a less sensitive time. The Project vibration coordinator shall notify the Community Development Department of all vibration-related complaints and actions taken to address the complaints.

IMPACT BEING ADDRESSED: Cumulative Noise Impacts. Cumulative development would result in a significant and unavoidable cumulative noise impact; thus, the Proposed Project would be a cumulatively considerable contributor to a significant cumulative noise impact. (Impact C-NOI-1)
Implement Project Mitigation Measure NOI-1.1, NOI-1.2, and NOI-1.3, and ConnectMenlo Mitigation Measure NOI-1c, above.

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

Cultural Resources
IMPACT BEING ADDRESSED: Historical Resources. The Proposed Project would cause a substantial adverse change in the significance of a historical resource, pursuant to Section 15064.5. (Impact CR-1) Project Mitigation Measure CR-1.1. Remove, Store, and Reinstall Dumbarton Cutoff Line Tracks. The Project Sponsor shall remove the Dumbarton Cutoff Line tracks, store them during construction of the Proposed Project, and reinstall them in their historic location without irreparable damage to their character-defining historic fabric. The Project Sponsor will prepare a preservation plan specifying the practices to be employed to preserve the historical integrity of the tracks during their removal, storage, and reinstallation. These methods may include the following: using straps to lift rails rather than chains or other “metal on metal” methods,
marking or numbering the track components so they can be replaced in their original sequence, and ensuring secure storage onsite or in a lay-down area. Following tunnel
Remove, store,
and reinstall
Dumbarton Cutoff
Line tracks and
implement a
preservation plan
to preserve the
historical integrity
of the tracks.

Preparation of plan
prior to the issuance
of demolition
permits related to
Willow Road Tunnel
construction
activities as well as
storage and
reinstallation of
tracks during
construction
Project Sponsor/
contractor(s)
CDD and San
Mateo County
Transit District
(SamTrans)
Ordinance No. XXXX

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Project Sponsor/
qualified trapping
professional
CDD
Ordinance No. XXXX

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

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

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

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

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

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

During construction Project Sponsor/
contractor(s)
CDD
Ordinance No. XXXX

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

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

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

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

Immediately
following
construction (if
applicable)
Project Sponsor CDD/USACE/
RWQCB
Ordinance No. XXXX

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

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

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

CDD/USACE/
RWQCB

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

Ordinance No. XXXX

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

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

City of Menlo Park Mitigation Monitoring and Reporting Program Willow Village Master Plan Project
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after the discharge of fill into wetland features. Alternately, offsite mitigation could be provided through the purchase of mitigation credits at an agency-approved mitigation bank, as noted above.

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

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

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

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

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

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

Ongoing during
construction.

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

Project Sponsor/
qualified
ornithologist
CDD
Ordinance No. XXXX

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

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

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

Monitor and
survey bird
collisions.

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

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

Ordinance No. XXXX

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

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

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

Ordinance No. XXXX

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

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

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

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

Ordinance No. XXXX

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

Ordinance No. XXXX

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

Prior to issuance of
building permit
Ongoing during
operation of Project
Project Sponsor/
architect
CDD/qualified
biologist
Ordinance No. XXXX

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

This lighting shall be switched off no later than midnight.

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

Ordinance No. XXXX

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

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

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

Conduct protocol
and procedures
for encountering
paleontological
resources.

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

Prior to any
excavation or
grading activities
Project Sponsor/
contractor(s)/
qualified
paleontologist
CDD
Ordinance No. XXXX

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

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

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

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

Implement
construction
dewatering
treatment if
groundwater is
encountered.

During construction
(if necessary)
Project Sponsor/
contractor(s)
CDD
Ordinance No. XXXX

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

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

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

Hazards and Hazardous Materials
Ordinance No. XXXX

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

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

Prepare an
Environmental
Site Management
Plan.

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

DTSC/ CDD
Ordinance No. XXXX

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

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

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

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

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

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

Prior to the issuance
of grading permits
(plan check and
field manual)
During construction
(implement design
measures and
preservation)
Project Sponsor/
contractor(s)
CDD
Ordinance No. XXXX

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grading at the main Project Site and all ground
disturbing activities within the Core and Perimeter
(including the High Sensitivity Area) require the
presence of an archaeological monitor and tribal
monitor in accordance with the Archaeological and
Tribal Cultural Resources Monitoring and Treatment
Protocol and Plan (“ATMTPP”), as defined in Mitigation
Measure TCR-1.2; and
• That all ground disturbing activities require compliance with the ATMTPP.

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

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

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

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

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

Material used for engineered fill shall not contain or
introduce contaminants in excess of applicable
Department of Toxic Substances Control (“DTSC”)
Environmental Screening Levels (“ESLs”). Any TCR
materials within the soil matrix that are identified as TCRs by a tribal monitor shall be treated in accordance with the ATMTPP and shall not be broken down or used
in fill.
• Construction activities shall be conducted in a manner that protects against penetration of the culturally affected soil within the Core and reduces the potential for
disturbance from concentrated surface loads. The
following measures shall be implemented within the Core during fill placement and any subsequent construction to reduce potential impacts on subsurface archaeological
and cultural materials.
o An elevation contour plan shall be created to guide the surface preparation necessary to place the fill cap
Ordinance No. XXXX

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within the Core boundaries. The plan shall show the
top of the culturally affected soil elevation to establish a six-inch-thick protection layer above the culturally
affected soil layer, below which soil excavation or
penetration shall not be permitted.
o Tree root balls from trees removed within the Core
boundary that have roots extending within an area 24
inches from the culturally affected soil layer shall be left in place. Stumps may be ground flat with the existing
grade.
o Clearing of surface vegetation within the Core boundary shall be performed through hand grubbing.
o Ground surface preparation prior to fill placement
within the Core boundary shall use relatively light
equipment (3,000 to 5,000 pounds), such as a walkbehind roller, to densify the six-inch-thick protection material. The use of relatively light equipment reduces potential for densification below the buffer zone.
o A layer of geogrid reinforcement shall be placed over the prepared ground surface within the Core boundary.

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

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overnight. If yielding subgrade is encountered in
the base protection layer, the geotechnical
consultant may recommend placement of additional
layers of reinforcement within the engineered fill.

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

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

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

Ordinance No. XXXX

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

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

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

Ordinance No. XXXX

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

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

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

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

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

Prior to issuance of
the first grading
permit and any
physical grounddisturbing activity
Project Sponsor/
approved
archaeological
consultant/
consulting
tribe(s)
CDD
Ordinance No. XXXX

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

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

Ordinance No. XXXX

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

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

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or experience with regard to work in
environmentally impacted soil (which shall include
at a minimum HAZWOPR certification), and (2)
shall be paid at the rate specified for this work in
the applicable Tribal Monitoring Agreement.

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

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

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

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

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

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

Ordinance No. XXXX

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

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

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in the ATMTPP for TCRs that are not Native American
human remains.

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

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

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

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

Prior to the issuance
of the first
certificate of
occupancy for any
occupied building
within the Campus
District
Project Sponsor/
licensed surveyor
CDD
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• Surface penetrations below the upper geogrid.
• Altering the surface or general topography of the Core or Project Reburial Area except for maintenance of the
engineered soil cap, landscaping, facilities, circulation, and utilities included within the cap.
• In the unlikely event that any activity needs to occur below the area of the upper geogrid in the event of an emergency, the Consulting Tribes will be immediately notified and given a reasonable opportunity (consistent with the nature of the emergency) to have a tribal monitor present.

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

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

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

Within 30 days after
the recording of the
deed restrictions
Following
completion of
construction and
ongoing during
operation of the
Project
Project Sponsor/
owner’s
association
/consulting
tribe(s)
CDD
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notification and access requirements to be specified in an access agreement.
• Visitation shall comply with all rules applicable to publicly accessible open space within the Proposed Project except as otherwise specified in an access agreement.
• Visitation shall not obstruct or otherwise interfere with the passage of vehicles or the operation of the facility. • Parking shall be limited to public parking spaces.
• Visitation shall not include activities or uses that conflict with the deed restriction or reasonable preferences of the Most Likely Descendent; provided that the Project
Proponent shall work in good faith to ensure that all
Consulting Tribes are provided access to the Project
Reburial Area in accordance with the terms of the access agreement.
• Visitation shall not present a risk to human life or safety. • Visitation shall not include abandonment of materials or objects other than ceremonial, religious, or funerary
offerings specified in an access agreement.
• Visitation shall be subject to restriction as necessary to respond to any security threat, pandemic or similar health risk, or emergency condition. Visitation shall not be
unreasonably restricted.

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

Avoid and
preserve in place
known reburials.

See above
(Mitigation Measure
TCR-1.3).

See above
(Mitigation
Measure TCR1.3).

See above
(Mitigation
Measure TCR-1.3).

Ordinance No. XXXX

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Mitigation Measure CULT-4: (Modified ConnectMenlo EIR).

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

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

Initiated after a find
is made during
construction, with
regularly scheduled
site inspections
thereafter
Project Sponsor/
San Mateo County
Coroner
CDD
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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.

Ordinance No. XXXX

ORDINANCE NO. XXXX

ORDINANCE OF THE CITY COUNCIL OF THE CITY OF MENLO PARK FOR

APPROVAL OF THE DEVELOPMENT AGREEMENT BETWEEN THE CITY OF

MENLO PARK AND PENINSULA INNOVATION PARTNERS, LLC FOR THE

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

SECTION 1.

This Ordinance is adopted under the authority of Government Code Section 65864 et seq. and pursuant to the provisions of City Resolution No. 4159, which establishes procedures and requirements for the consideration of developments within the City of Menlo Park (“City”). This Ordinance incorporates by reference that certain Development Agreement for the Willow Village Project (the “Development Agreement”) by and between the City and Peninsula Innovation Partners, LLC (“Applicant”) attached hereto as Exhibit A and incorporated herein by this reference.

SECTION 2.

The City, as lead agency, prepared an Environmental Impact Report (“EIR”) pursuant to the California Environmental Quality Act (“CEQA”) that examined the environmental impacts of the redevelopment of the approximately 59-acre industrial site (the “Main Project Site”) plus three parcels (within two sites) west of Willow Road (the “Hamilton Parcels” and collectively, with the Main Project Site, the “Project Site”). On December 6, 2022, by Resolution No. 6790, the City Council certified the EIR, made certain findings, and adopted a Mitigation Monitoring and Reporting Plan, which Resolution together with the EIR are incorporated herein by reference.

The City Council finds that the Development Agreement is within the scope of the EIR.

SECTION 3.

As required by Resolution No. 4159, the Planning Commission reviewed the Development Agreement at a duly and properly noticed public hearing held on October 24, 2022 and continued to November 3, 2022 and recommended that the City Council adopt this ordinance.

As part of its recommendation to the City Council, the Planning Commission determined that the Development Agreement is consistent with the objectives, policies, general land uses and programs specified in the General Plan; is compatible with the uses authorized in and the regulations prescribed for the land use district in which the Project Site is located; is in conformity with public convenience, general welfare and good land use practice; will not be detrimental to the health, safety and general welfare of the City or the region surrounding the City; and will not adversely affect the orderly development of property or the preservation of property values within the City.

SECTION 4.

The City Council held a duly and properly noticed public hearing on the Development Agreement on November 15, 2022, continued to November 30, 2022 and continued to December 6, 2022. The City Council finds that the following are the relevant facts concerning the Development Agreement:

1. The General Plan designates the Main Project Site for Office and Mixed-Use Residential land uses and Hamilton Parcels for Retail/Commercial land uses. The Main Project Site is zoned O-B-X and R-MU-B-X, and the Hamilton Parcels are zoned C-2-S.

2. The Applicant proposes a unified development on the Main Project Site consisting of approximately 59 acres.

ATTACHMENT B Page E-4.178

3. The Applicant proposes to demolish the existing buildings on the Main Project Site and redevelop the Project Site with the subsequent construction of a mixed-use development consisting of up to 1.6 million square feet of office and accessory uses (a maximum of 1,250,000 square feet for offices and the balance for accessory uses), up to 1,730 multifamily dwelling units, up to 200,000 square feet of retail uses, an up to 193-room hotel, and associated open space and infrastructure (the “Project”).

4. The Applicant proposes to provide numerous community amenities, some of which are on the list of community amenities adopted by the City Council and some of which have been agreed upon by City and the Applicant in the Development Agreement, as specified in further detail in the Development Agreement. The Development Agreement’s requirement for the Applicant to implement community amenities allow the Applicant to develop the Main Project Site with an increased floor area ratio, density, and height in the R-MU-B-X district and increased floor area ratio and height in the O-B-X district. The Applicant submitted an application identifying the amount of bonus development sought, an appraisal of the fair market value of the gross floor area of the bonus level of development compared to the fair market value of the base level development, and the projected value of the proposed community amenities. The City’s economic consultant conducted a peer review analyzing and revising the values. Based upon such City-determined values, the value of the community amenities set forth in the Development Agreement will equal or exceed half the difference between the value of the base and bonus level development scenarios.

SECTION 5.

As required by Section 302 of Resolution No. 4159 and based on an analysis of the facts set forth above, the staff report to the City Council, the presentation to the Council, supporting documents, and public testimony, the City Council hereby adopts the following as its findings:

1. The Development Agreement is consistent with the objectives, policies, general land uses and programs specified in the General Plan because the Project will create a live/work/play environment that will place office, residential and commercial uses in close proximity to one another. As described in the EIR, the Project will be consistent with the land use designations and the goals and polices of the General Plan.

2. The Development Agreement is compatible with the uses authorized in and the regulations prescribed for the O-B-X, R-MU-B-X, and C-2-S districts in which the Project Site is located because the Project includes office buildings, mixed use residential and retail buildings providing high density residential housing to serve both the office buildings and existing community housing needs and neighborhood-serving retail, and open space. As described in the EIR, the Project will be consistent with the development regulations of the applicable zoning districts, including the use of bonus level development and a master-planned project to provide creative designs, orderly development, and optimal use of open space while maintaining and achieving the City General Plan vision for the Bayfront Area.

3. The Development Agreement is in conformity with public convenience, general welfare and good land use practices because the Project is consistent with the General Plan and zoning designations for the Project Site and appropriate utilities and services can be provided for the Project.

4. The Development Agreement will not be detrimental to the health, safety and general welfare of the City or the region surrounding the City.

5. The Development Agreement will not adversely affect the orderly development of property or the preservation of property values within the City.

6. The Development Agreement will promote and encourage the development of the Project by providing a greater degree of certainty with respect thereto by establishing the regulations concerning land use development, timing and sequencing of Project development and the payment of fees.

Ordinance No. XXXX

7. The Development Agreement will result in the provision of public benefits by the Applicant, including, but not limited to, payments to the City to offset lost revenue from the hotel in the event of construction delays (i.e. gap payment); financial commitments to ongoing job training and career experience programs; and stakeholder support for Dumbarton Rail Corridor Project and Dumbarton Forward.

8. The community amenities proposed in the Development Agreement have a value of at least fifty percent (50%) of the fair market value of the additional gross floor area of the bonus level development in accordance with Menlo Park Municipal Code Sections 16.43.070 and

16.45.070, and include, but are not limited to, additional funding for affordable housing, workforce housing, grocery, pharmacy services and banking uses, dining and entertainment uses, a shuttle to transport Bayfront residents to the Project Site, funding for air quality and noise monitors in the Belle Haven neighborhood, and community use of open space within the Project, including the elevated park and town square.

SECTION 6.

Based upon the above findings of fact, the Development Agreement for the Project is hereby approved, subject to such minor, conforming and clarifying changes consistent with the terms thereof as may be approved by the City Manager in consultation with the City Attorney. The City Council hereby authorizes the Mayor to execute the Development Agreement and all documents required to implement the Development Agreement on behalf of the City.

SECTION 7.

No later than ten days after this ordinance is effective and has been executed by all parties, the City Clerk shall record with the San Mateo County Recorder a copy of the Development Agreement, as required by Government Code Section 65868.5.

SECTION 8.

If any section of this ordinance, or part hereof, is held by a court of competent jurisdiction in a final judicial action to be void, voidable or enforceable, such section, or part hereof, shall be deemed severable from the remaining sections of this ordinance and shall in no way affect the validity of the remaining sections hereof.

SECTION 9.

This ordinance shall become effective thirty (30) days after the date of its adoption. Within fifteen (15) days of its adoption, the ordinance shall be posted in three (3) public places within the City of Menlo Park, and the ordinance, or a summary of the ordinance prepared by the City Attorney, shall be published in a local newspaper used to publish official notices for the City of Menlo Park prior to the effective date.
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Ordinance No. XXXX

INTRODUCED on the sixth day of December, 2022.

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

AYES:

NOES:

ABSENT:

ABSTAIN:

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

A. Form of development agreement for the Willow Village project by and between the City and Peninsula Innovation Partners, LLC
Ordinance No. XXXX

080937\16252990v19 OAK #4891-8238-9520 v48 v49

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

City of Menlo Park
701 Laurel Street
Menlo Park, CA 94025
Attn: City Clerk
Exempt from recording fee per
Govt. Code §6103 and 27383
Space Above This Line Reserved for Recorder’s Use

DEVELOPMENT AGREEMENT
by and between the

CITY OF MENLO PARK,
a California municipal corporation
and

PENINSULA INNOVATION PARTNERS, LLC
a Delaware limited liability company
regarding the
Willow Village Master Plan Project
Dated: ________________, 2022
EXHIBIT A Ordinance No. XXXX

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ARTICLE 1 DEFINITIONS .......................................................................................................... 4 Section 1.1 Definitions.................................................................................................. 4 ARTICLE 2 EFFECTIVE DATE AND TERM .......................................................................... 11 Section 2.1 Effective Date .......................................................................................... 11 Section 2.2 Term. ........................................................................................................ 11 Section 2.3 City Representations and Warranties ....................................................... 14 Section 2.4 Developer Representations and Warranties ............................................. 14 ARTICLE 3 DEVELOPMENT OF PROPERTY ........................................................................ 15 Section 3.1 Vested Rights ........................................................................................... 15 Section 3.2 Development and Design Standards ........................................................ 16 Section 3.3 Reservations of Authority ........................................................................ 16 Section 3.4 Regulation by Other Public Agencies ...................................................... 17 Section 3.5 Life of Project Approvals......................................................................... 17 Section 3.6 Initiatives.................................................................................................. 17 Section 3.7 Timing of Development ........................................................................... 18 Section 3.8 Changes in the Law .................................................................................. 18 Section 3.9 Expansion of Development Rights .......................................................... 19 Section 3.10 No Reservation of Sanitary Sewer or Potable Water Capacity ................ 19 Section 3.11 Project Approvals and Applicable City Regulations ............................... 19 Section 3.12 Written Verification of Sufficient Water Supply ..................................... 20 ARTICLE 4 OTHER RIGHTS AND OBLIGATIONS OF THE PARTIES .............................. 20 Section 4.1 Developer Fees. ........................................................................................ 20 Section 4.2 Fee Credits ............................................................................................... 21 Section 4.3 Reimbursements from Other Developers ................................................. 21 Section 4.4 CFDs. ....................................................................................................... 21 Section 4.5 Public Infrastructure................................................................................. 23 Section 4.6 Prevailing Wage Requirements ................................................................ 23 Section 4.7 Taxes and Assessments ............................................................................ 25 ARTICLE 5 COMMUNITY AMENITIES; PUBLIC BENEFITS; TERMS

REGARDING MAINTENANCE AND COMPLETION OF PROJECT
IMPROVEMENTS .......................................................................................................... 25 Ordinance No. XXXX

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Section 5.1 Bonus Development Community Amenities ........................................... 26 Section 5.2 Leasing of Space for Bonus Development Community Amenities ......... 29 Section 5.3 Public Benefits ......................................................................................... 30 Section 5.4 Maintenance of Publicly Accessible Open Space .................................... 33 Section 5.5 Maintenance of Elevated Park Segment Over Willow Road and Willow Road Tunnel ................................................................................ 33 Section 5.6 Sales Tax Point of Sale Designation ........................................................ 33 Section 5.7 BMR Housing True Up Payment ............................................................. 34 Section 5.8 Hamilton Avenue Realignment................................................................ 35 ARTICLE 6 ANNUAL REVIEW ............................................................................................... 35 Section 6.1 Periodic Review. ...................................................................................... 35 ARTICLE 7 MORTGAGEE PROTECTION .............................................................................. 36 Section 7.1 Mortgagee Protection ............................................................................... 36 Section 7.2 Mortgagee Not Obligated ........................................................................ 37 Section 7.3 Notice of Default to Mortgagee; Right to Cure ....................................... 37 Section 7.4 No Supersedure ........................................................................................ 38 Section 7.5 Technical Amendments to this Article 7 ................................................. 38 ARTICLE 8 AMENDMENT OF AGREEMENT AND EXISTING APPROVALS ................. 38 Section 8.1 Amendment of Agreement By Mutual Consent ...................................... 38 Section 8.2 Requirement for Writing .......................................................................... 38 Section 8.3 Amendments to Development Agreement Statute ................................... 38 Section 8.4 Amendments to Project Approvals .......................................................... 39 Section 8.5 Administrative Amendments of Project Approvals ................................. 39 Section 8.6 Operating Memoranda ............................................................................. 39 Section 8.7 Amendment to Incorporate Additional Property ..................................... 40 Section 8.8 CEQA ....................................................................................................... 40 ARTICLE 9 COOPERATION AND IMPLEMENTATION ...................................................... 40 Section 9.1 Subsequent Project Approvals ................................................................. 40 Section 9.2 Scope of Review of Subsequent Project Approvals ................................ 41 Section 9.3 Processing Applications for Subsequent Project Approvals. ................... 41 Ordinance No. XXXX

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Section 9.4 Other Agency Subsequent Project Approvals; Authority of City ............ 43 Section 9.5 Implementation of Necessary Mitigation Measures ................................ 43 Section 9.6 Cooperation in the Event of Legal Challenge. ......................................... 43 Section 9.7 Revision to Project ................................................................................... 44 Section 9.8 State, Federal or Case Law ...................................................................... 44 Section 9.9 Defense of Agreement ............................................................................. 45 ARTICLE 10 ASSIGNMENT AND PILOT AGREEMENT ..................................................... 45 Section 10.1 Transfers and Assignments ...................................................................... 45 Section 10.2 Release upon Transfer .............................................................................. 45 Section 10.3 PILOT ...................................................................................................... 46 ARTICLE 11 DEFAULT; REMEDIES; TERMINATION ........................................................ 46 Section 11.1 Breach and Default .................................................................................. 46 Section 11.2 Termination .............................................................................................. 47 Section 11.3 Legal Actions. .......................................................................................... 47 Section 11.4 Rights and Remedies Are Cumulative ..................................................... 47 Section 11.5 No Damages ............................................................................................. 47 Section 11.6 Resolution of Disputes ............................................................................. 48 Section 11.7 Surviving Provisions ................................................................................ 48 Section 11.8 Effects of Litigation ................................................................................. 48 Section 11.9 California Claims Act .............................................................................. 48 ARTICLE 12 MISCELLANEOUS PROVISIONS ..................................................................... 49 Section 12.1 Incorporation of Recitals, Exhibits and Introductory Paragraph ............. 49 Section 12.2 Severability .............................................................................................. 49 Section 12.3 Construction ............................................................................................. 49 Section 12.4 Covenants Running with the Land ........................................................... 49 Section 12.5 Notices ..................................................................................................... 49 Section 12.6 Counterparts and Exhibits; Entire Agreement ......................................... 50 Section 12.7 Recordation of Agreement ....................................................................... 50 Section 12.8 No Joint Venture or Partnership .............................................................. 51 Section 12.9 Waivers .................................................................................................... 51 Ordinance No. XXXX

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Section 12.10 California Law; Venue ............................................................................. 51 Section 12.11 City Approvals and Actions ..................................................................... 51 Section 12.12 City Funding for Affordable Housing ...................................................... 52 Section 12.13 Estoppel Certificates ................................................................................ 52 Section 12.14 No Third-Party Beneficiaries ................................................................... 52 Section 12.15 Signatures ................................................................................................. 52 Section 12.16 Further Actions and Instruments .............................................................. 52 Section 12.17 Limitation on Liability ............................................................................. 53 Ordinance No. XXXX

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LIST OF EXHIBITS
Exhibit A-1-1 Main Project Site Map
Exhibit A-1-2 Hamilton Parcels Map
Exhibit A-2-1 Main Project Site Legal Description
Exhibit A-2-2 Hamilton Parcels Legal Description
Exhibit B LLBG Consent
Exhibit C Impact Fees
Exhibit D Willow Village Phasing Plan
Exhibit E-1 Conceptual Site Plan
Exhibit E-2 Conceptual Publicly Accessible Open Space
Site Plan
Exhibit E-3 Conceptual Willow Road Tunnel
Exhibit E-4 Conceptual Alternative Design For Elevated
Park Vertical Transportation System
Exhibit F Willow Village Community Amenities Timing
Provisions
Exhibit G Form of Partial Assignment and Assumption
Agreement
Ordinance No. XXXX

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DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT (“Agreement”) dated for reference purposes as of _______________, 2022, is entered into by and between PENINSULA INNOVATION PARTNERS, LLC, a Delaware limited liability company (“Developer”), a subsidiary of Meta Platforms, Inc., a Delaware corporation (“Meta”), and the CITY OF MENLO PARK, a California municipal corporation (“City”). Developer and City are sometimes referred to individually herein as a “Party” and collectively as “Parties.”

R E C I T A L S
The following recitals are a substantive part of this Agreement; capitalized terms used herein and not otherwise defined are defined in Section 1.1 of this Agreement.

A. In order to strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic costs and risk of development, the Legislature of the State of California enacted Section 65864 et seq. of the Government Code (“Development Agreement Statute”) which authorizes a city and a developer having a legal or equitable interest in real property to enter into a binding, long-term development agreement, establishing certain development rights in the subject property.

B. As authorized by the Development Agreement Statute, the City has adopted Resolution No. 4159 adopting regulations establishing procedures and requirements for consideration of development agreements within the City of Menlo Park (“Development Agreement Regulations”). The provisions of the Development Agreement Statute and City’s Development Agreement Regulations are collectively referred to herein as the “Development Agreement Law.” This Agreement has been drafted and processed pursuant to the Development Agreement Law.

C. This Agreement concerns that certain real property measuring approximately sixty-two (62) acres located in the Bayfront Area of the City, as depicted in Exhibit A-1, and more fully described in Exhibit A-2, both attached hereto and incorporated herein by this reference (“Property”). The Property comprises approximately 59 acres intended as the primary development location (“Main Project Site”) (depicted on Exhibit A-1-1 and described in Exhibit A-2-1), of which Developer is the owner and two parcels totaling approximately 3 acres west of Willow Road to accommodate realignment of Hamilton Avenue, of which LLBG Properties LLC, a Delaware limited liability company, is the owner (“Hamilton Parcels”) (depicted on Exhibit A-1-2 and described in Exhibit A-2-2). Meta controls both Developer and LLBG Properties LLC, a Delaware limited liability company, and therefore Developer has an equitable interest in the Hamilton Parcels. Further, LLBG Properties LLC, a Delaware limited liability company, has consented to the terms of this Agreement as shown in Exhibit B.

D. Developer has submitted applications to the City to redevelop, or cause redevelopment of, the Property by demolishing approximately one million square feet of existing nonresidential buildings on the Main Project Site and developing a mixed-use project on the Property that at full buildout would consist of up to approximately 1.6 million square feet of Ordinance No. XXXX

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office and accessory space (of which up to 1.25 million square feet may be for office uses), 200,000 square feet of commercial/retail space, 1,730 multi-family residential units, a 193-room hotel (“Hotel”) and 20 acres of open space including approximately 8 acres of publicly accessible parks and pathways, constructing a new north-south street and realigning other public rights-of-way, and creating a new Residential/Shopping District, Town Square District, and Campus District, all in two Phases as described in more detail in the Willow Village CDP (collectively, the “Project”).

E. This Agreement between City and Developer sets forth, among other things, the applicable fees, policies and zoning requirements that apply to Developer’s development of the Project and provides Developer with a vested right to develop the Project should Developer elect to develop the Project.

F. Pursuant to the California Environmental Quality Act and its associated regulations (Public Resources Code section 21000 et seq. and the CEQA Guidelines at California Code of Regulations, Title 14, section 15000 et seq.) (together and as they may be amended, “CEQA”), City previously prepared the Final Program Environmental Impact Report for the ConnectMenlo General Plan and Zoning Update (State Clearinghouse No. 2015062054), certified by the City Council of City on November 29, 2016 by Resolution No. 6356 (“ConnectMenlo EIR”).

G. Pursuant to CEQA, City conducted environmental review of the Willow Village Master Plan Project, prepared and duly processed an Environmental Impact Report (State Clearinghouse No. 2019090428), tiering from the ConnectMenlo EIR as authorized by CEQA (“Project EIR”), and adopted a Mitigation Monitoring and Reporting Program for implementation of mitigation measures specified in the Project EIR and (as applicable to the Project) in the ConnectMenlo EIR as approved by the City (“Project MMRP”).

H. Prior to or concurrently with approval of this Agreement, City has taken the following actions in connection with development of the Project on the Property (the “Existing Approvals”).

1. Certification of the Project EIR as adequate under CEQA and adoption of the Project MMRP, by Resolution No. _____, adopted by the City Council on _________, 2022.

2. Approval of amendments to the Menlo Park General Plan Circulation Map to allow changes to streets and other public rights-of-way proposed for the Project, by Ordinance No. ______, adopted by the City Council on ____________, 2022.

3. Approval of amendments to the Menlo Park Zoning Map by Ordinance No. ________, adopted by the City Council on ______________, 2022 to:
a. allow changes to streets proposed for the Project; and b. revise zoning designations for the Property to add a conditional development (“X”) combining district.

Ordinance No. XXXX

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4. Approval of Conditional Development Permit No. _________ to authorize a master-planned project with bonus-level development and allow other aspects of the Project, by Ordinance No. _________, adopted by the City Council on ______________, 2022 (“Willow Village CDP”).

5. Approval of Vesting Tentative Map No. _____for the Main Project Site to merge and re-subdivide existing parcels on the Property, approve abandonment and dedication of public rights-of-way and easements, and allow filing of multiple final maps for the Project, by Resolution No. ____________, adopted by the City Council on ______________, 2022 (“Main Project VTM”), together with associated conditions of approval (“Main VTM Conditions”).

6. Approval of Vesting Tentative Map No. _____for the Hamilton Parcels to merge and re-subdivide existing parcels on the Property, approve abandonment and dedication of public rights-of-way and easements, and allow filing of multiple final maps for the Project, by Resolution No. ____________, adopted by the City Council on ______________, 2022 (“Hamilton VTM”), together with associated conditions of approval (“Hamilton VTM Conditions”).

7. Approval of Below-Market Rate Housing Agreements specifying terms for Developer to provide onsite reduced-cost housing units, by Resolution No. ____, adopted by the City Council on ____________, 2022 (collectively, the “BMR Agreements”).

8. Approval of tree removal permits to remove 276 heritage trees on the Property, approved by the City Arborist on June 28, 2022 (“Tree Permits”), and not appealed to the Environmental Quality Commission, which approvals were conditioned on Developer receiving the other Existing Approvals listed in this Recital H.

9. Approval of this Agreement by Ordinance No. _______, adopted by the City Council on ______________, 2022 (“Enacting Ordinance”).

I. City has determined that by entering into this Agreement, City will further the purposes set forth in the Development Agreement Law and City will benefit from the increased range of housing options, employment opportunities, retail establishments, circulation improvements, and open space created by the Project for residents of City.

J. For the reasons recited herein, City and Developer have determined that the Project is a development for which this Agreement is appropriate. This Agreement will eliminate uncertainty regarding Existing Approvals and Subsequent Project Approvals, thereby encouraging planning for, investment in, and commitment to use and development of the Property. Continued use and development of the Property will in turn provide substantial employment, tax, and other public benefits to City, and will contribute to redevelopment of the Bayfront Area and provide for Menlo Park residents expanded housing opportunities affordable to varying household income levels, which is a critical City need, thereby achieving the goals and purposes for which the Development Agreement Law was enacted.

K. The terms and conditions of this Agreement have undergone review by City staff, the Planning Commission and the City Council at publicly noticed meetings and have been found to be fair, just and reasonable and in conformance with the Development Agreement Law and the Ordinance No. XXXX

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goals, policies, standards and land use designations specified in the City’s General Plan and, further, the City Council finds that the economic interests of City’s citizens and the public health, safety and welfare will be best served by entering into this Agreement.

L. On November 3, 2022, the Planning Commission, the initial hearing body for purposes of development agreement review, recommended approval of this Agreement to the City Council. Following a duly noticed public hearing, on ___________, 2022, the City Council introduced the Enacting Ordinance and on ______, 2022 the City Council adopted that Enacting Ordinance.

A G R E E M E N T
NOW, THEREFORE, in consideration of the promises, covenants and provisions set forth herein, the receipt and adequacy of which is hereby acknowledged, the Parties agree as follows:

ARTICLE 1 DEFINITIONS
Section 1.1 Definitions.
“Administrative Amendment” is defined in Section 8.5.
“Affordable Housing Contribution” is defined in Section 5.1D. “Agreement” means this Agreement.
“Agreement Date” means the date of the second reading of the Enacting Ordinance.
“Air Quality and Noise Monitoring Equipment” is defined in Section 5.1E. “Applicable City Regulations” means the permitted uses of the Property, the maximum density and/or total number of residential units, the intensity of use, the maximum height and size of the proposed buildings, provisions for reservation or dedication of land for public purposes, the conditions, terms, restrictions, and requirements for subsequent discretionary actions, the provisions for public improvements, and other terms and conditions of development applicable to the Property as set forth in the General Plan of the City on the Effective Date, the Existing Approvals, the Municipal Code of the City on the Effective Date, and the other ordinances, policies, rules, regulations, standards and specifications of the City in effect on the Effective Date.
“Applicable Law” means (a) all State and Federal laws and regulations applicable to the Property and the Project as enacted, adopted and amended from time to time and (b) the Applicable City Regulations.
“Bank” is defined in Section 5.1J.
“Bayfront Shuttle” is defined Section 5.1I.

Ordinance No. XXXX

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“BMR Agreement” is defined in Recital H.
“BMR Fee Holding Period” is defined Section 5.7.
“BMR Housing True Up Payment” is defined Section 5.7.
“BMR Units” is defined Section 5.7.
“CEQA” is defined in Recital F.
“CFDs” is defined in Section 4.4A4.4.
“CFD Bonds” is defined in Section 4.4C.
“CFD Facilities” is defined in Section 4.4B.
“Changes in the Law” is defined in Section 3.8.
“Chevron Parcel” is defined in Section 8.7.
“City” means the City of Menlo Park, a California municipal corporation. “City Parties” means City and its elected and appointed officials, officers, agents, employees, contractors and representatives.
“City Council” means the City Council of the City of Menlo Park. “Claims” means liabilities, obligations, orders, claims, damages, fines, penalties and expenses, including reasonable attorneys’ fees and costs. “Commence Construction” or “Commencement of Construction” means the issuance of a building permit for vertical construction (including the Elevated Park), mobilization of construction equipment and workers on-site, and the beginning of physical construction activities under such permit.
“Community Entertainment” is defined in Section 5.1L.
“Complete Construction” or “Completion of Construction” means the completion of a final inspection by the City of the specified portion of the specified work or Improvement.
“Conceptual” or “Conceptually” means plans intended to convey the general vision and design intent of the Willow Village CDP, while allowing flexibility in interpretation and implementation. Conceptual plans serve as guidelines for general orientation and organization of land uses and transportation and open space networks, general scale and massing of development, and overall architectural themes.

Ordinance No. XXXX

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“Connection Fees” means those fees duly adopted in accordance with applicable law and charged by City or by a utility provider to utility users as a cost for connecting to water, sanitary sewer and other applicable utilities.
“ConnectMenlo EIR” is defined in Recital F.
“CPI” means Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the United States Department of Labor or its successors, San Francisco-Oakland-Hayward, All Items (1982-84 = 100), or any successor index thereto designated by the Bureau of Labor Statistics or its successor. “CPI Adjustment” means an adjustment of each dollar amount that is subject to CPI Adjustment under this Agreement and is made by multiplying the dollar amount being adjusted by the sum of (a) one hundred percent, plus (b) the CPI Increase. “CPI Increase” means the percentage increase, if any (but not decrease, if any) between the CPI for the calendar month that is three months prior to the effective date of adjustment and the CPI for the calendar month that is fifteen months prior to the effective date of adjustment.
“Default” is defined in Section 11.1.
“Developer” means Peninsula Innovation Partners, LLC, a Delaware limited liability company, and its permitted assignees and successors-in-interest under this Agreement. “Development Agreement Law” is defined in Recital B.
“Development Agreement Regulations” is defined in Recital B. “Development Agreement Statute” is defined in Recital A. “Dining Venues” is defined in Section 5.1K.
“Dumbarton Forward” is defined in Section 5.3D.
“Dumbarton Rail Corridor Project” is defined in Section 5.3C. “Effective Date” is defined in Section 2.1.
“Elevated Park” is defined in Section 5.1A.
“Elevated Park Segment Over Willow Road” is defined in Section 5.1A. “Enacting Ordinance” is defined in Recital H.
“Exactions” means exactions imposed by City as a condition of developing the Project, including requirements for acquisition, dedication or reservation of land; and obligations to construct on-site or off-site public and private infrastructure improvements such as roadways, utilities or other improvements necessary to support the Project, whether such exactions Ordinance No. XXXX

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constitute subdivision improvements, mitigation measures in connection with CEQA review of the Project, or impositions made under Applicable City Regulations. For purposes of this Agreement, Exactions do not include Impact Fees.
“Excess Publicly Accessible Open Space” is defined in Section 5.1O. “Existing Approvals” is defined in Recital H.
“Extension” is defined in Section 2.2A(2).
“Extension Conditions” is defined in Section 2.2A(4).
“Extension Request” is defined in Section 2.2A(4).
“Fee Credits” is defined in Section 4.2.
“Fee Paid BMR Units” is defined in Section 5.7.
“First Phase Community Entertainment” is defined in Section 5.1L. “First Phase Dining Venues” is defined in Section 5.1K. “Fiscal Year” means the period from July 1- June 30.
“Force Majeure Delay” is defined in Section 2.2C.
“Gap Payment” is defined in Section 5.3G.
“Gap Payment Commencement Date” is defined in Section 5.3G(1). “Gap Payment Period” is defined in Section 5.3G(1).
“Gap Payment Termination Date” is defined in Section 5.3G(1). “General Plan” means the General Plan of the City of Menlo Park in effect as of the Agreement Date, as modified by the Existing Approvals. “Government Offices” is defined in Section 2.2C.
“Grocery Store” is defined in Section 5.1B.
“Grocery Store Performance Standard” is defined in Section 5.1C. “Grocery Store Rent Subsidy” is defined in Section 5.1C. “Hamilton Lessee Approvals” is defined in Section 5.1A. “Hamilton Parcels” is defined in Recital C.

Ordinance No. XXXX

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“Hamilton ROW Parcel” is defined in Section 8.7.
“Hamilton VTM” is defined in Recital H.
“Hamilton VTM Conditions” is defined in Recital H.
“Home Price Index” is defined in Section 2.2C.
“Hotel” is defined in Recital D.
“Impact Fee Limitation Period” is defined in Section 4.1A. “Impact Fees” means those fees set forth in Exhibit C, all of which are monetary fees and impositions, other than taxes and assessments, charged by City in connection with a development project for the purpose of defraying all or a portion of the cost of mitigating the impacts of a development project or development of the public facilities and services related to a development project and any “fee” as that term is defined by Government Code section 66000(b). For purposes of this Agreement, a monetary fee or imposition that meets both the definition of an Impact Fee and the definition of an Exaction will be considered an Impact Fee. “Improvement” means all physical improvements required or permitted to be made under the Existing Approvals or Subsequent Project Approvals. “Improvement Plans” is defined in Section 3.3B.
“Inclusionary Units” is defined in Section 5.7.
“Initial Deposit” is defined in Section 9.3C(1).
“Initial Term” is defined in Section 2.2A(1).
“Job Training Funding and Community Hub” is defined in Section 5.1G. “Linkage Equivalent Units” is defined in Section 5.7.
“Litigation Challenge” is defined in Section 9.6B.
“Local CFD Policies” is defined in Section 4.4A.
“Main Project Site” is defined in Recital C.
“Main Project VTM” is defined in Recital H.
“Main VTM Conditions” is defined in Recital H.
“MCS” means Meeting and Collaboration Space, which shall consist of buildings and private gardens, as well as a Meta visitor’s center and an event building south of the Elevated Park.

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“MCS Community Events” is defined in Section 5.3I.
“Memorandum of Extension” is defined in Section 2.2A(6). “Meta” is defined in the introductory paragraph preceding the Recitals of this Agreement.
“Mortgage” is defined in Section 7.1.
“Mortgagee” is defined in Section 7.1.
“Municipal Code” means the Municipal Code of the City of Menlo Park in effect as of the Agreement Date as amended by the Existing Approvals. “New City Laws” means and includes any ordinances, resolutions, orders, rules, official policies, standards, specifications, guidelines or other regulations, which are promulgated or adopted by the City (including but not limited to any City agency, body, department, officer or employee) or its electorate (through the power of initiative or otherwise) after the Agreement Date.
“Non-Intended Prevailing Wage Requirement” is defined in Section 4.6D. “Notice” is defined in Section 12.5.
“Other Agency Fees” is defined in Section 4.1D.
“Other Agency Subsequent Project Approvals” means Subsequent Project Approvals to be obtained from entities other than City. “Operating Memoranda” is defined in Section 8.6.
“Operating Memorandum” is defined in Section 8.6.
“Party/Parties” is defined in the introductory paragraph preceding the Recitals of this Agreement.
“Pause of Construction” is defined in Section 5.7.
“Pharmacy” is defined in Section 5.1M.
“PILOT Agreement” is defined in Section 10.3.
“Planning Commission” means the Planning Commission of the City of Menlo Park.
“Prevailing Wage Components” is defined in Section 4.6A. “Prevailing Wage Laws” is defined in Section 4.6A.

Ordinance No. XXXX

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“Processing Fees” means all fees charged on a City-wide basis to cover the cost of City processing of development project applications, including any required supplemental or other further CEQA review, plan checking (time and materials) and inspection and monitoring for land use approvals, design review, grading and building permits, and other permits and entitlements required to implement the Project, which are in effect at the time those permits, approvals or entitlements are applied for, and which fees are intended to cover the City’s actual and reasonable costs of processing the foregoing.
“Project” is defined in Recital D.
“Project Approvals” means the Existing Approvals and, when and as approved in accordance with the terms of this Agreement, the Subsequent Project Approvals. “Project EIR” is defined in Recital G.
“Project Manager” is defined in Section 9.3C.
“Project MMRP” is defined in Recital G.
“Property” is defined in Recital C.
“Proportionate Required BMR Units” is defined in Section 5.7. “Publicly Accessible Open Space” is defined in Section 5.3F. “Resumption of Construction” is defined in Section 5.7. “Second Phase Community Entertainment” is defined in Section 5.1L. “Second Phase Dining Venues” is defined in Section 5.1K. “Severe Economic Recession” is defined in Section 2.2C. “Special Tax” is defined in Section 4.4D.
“Specified Materials” is defined in Section 5.6.
“Subsequent Project Approvals” is defined in Section 9.1. “Supplemental Gap Payment” is defined in Section 5.3G(3). “Teacher Housing Rent Subsidies” is defined in Section 5.1H. “Term” is defined in Section 2.2.
“Third Office COO Issuance” is defined in Section 5.3G. “Town Square” is defined in Section 5.1N.

Ordinance No. XXXX

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“Transfer” is defined in Section 10.1.
“Tree Permits” is defined in Recital H.
“Willow Road Feasibility Study Funding” is defined in Section 5.1F. “Willow Road Tunnel” is defined in Section 5.3H.
“Willow Village CDP” is defined in Recital H.
“Willow Village Open Space Rules” is defined in Section 5.3F. “Willow Village Phasing Plan” is defined in Section 3.7. “Willow Village Community Amenities” is defined in Section 5.1.

ARTICLE 2 EFFECTIVE DATE AND TERM
Section 2.1 Effective Date. This Agreement shall become effective upon the date that the Enacting Ordinance becomes effective (“Effective Date”).

Section 2.2 Term.

A. Term of Agreement. Except as to those obligations that expressly extend beyond the stated Term of this Agreement, the “Term” of this Agreement shall commence as of the Effective Date and shall continue for the Initial Term as defined in subsection Section

2.2A(1) below, plus the duration of any City-approved extension as provided in subsection (1) below, or until earlier terminated by mutual consent of the Parties or as otherwise provided by this Agreement.
(1) Initial Term of Agreement. The “Initial Term” of this Agreement shall be ten (10) years, commencing on the Effective Date and expiring on the tenth (10th) anniversary thereof, unless this Agreement is otherwise terminated or extended in accordance with the provisions of this Agreement.
(2) 7-Year Extension. Subject to the terms and conditions in this Section 2.2, Developer shall have the right to extend the Initial Term for one additional seven (7)-year period (“Extension”). In order to obtain the Extension, Developer requesting the Extension must be in substantial compliance with all of its obligations set forth in this Agreement and Project Approvals with respect to the portion or portions of the Property for which Developer is seeking an Extension. If the Property is owned by more than one entity, a separate Extension may be sought for each portion of the Property that is in separate ownership; however, for the Extension to be granted, the conditions described in subsection (3) below must be satisfied.
(3) Extension Requirements. In addition to the conditions in subsection (1) above, in order to obtain the Extension, (a) certificates of occupancy must be issued for at least eight hundred and sixty-five (865) residential units, (b) the final certificate of Ordinance No. XXXX

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occupancy must be issued for the building in which the Grocery Store is located; and (c) the Grocery Store has received a final certificate of occupancy. (4) Extension Request. If Developer desires to seek the Extension, Developer must submit a letter addressed to the City Manager requesting such Extension at least one hundred eighty (180) days prior to the date that the Initial Term otherwise would expire (the “Extension Request”). The Extension Request shall include documentation in a form reasonably acceptable to City demonstrating that the applicable conditions for an Extension described in subsections (1) and (3) above (“Extension Conditions”) have been satisfied, or will be satisfied prior to the date that the Initial Term otherwise would expire. If a letter of compliance has been issued in accordance with Section 6.1F within no more than ninety (90) days prior to the submission of Extension Request to the City and City has not issued a Notice of Default following such letter of compliance, then such letter of compliance shall be a conclusive determination that Developer is in substantial compliance with this Agreement. (5) Extension Review. Within 45 days of receipt of an Extension Request and accompanying documentation, the City Manager shall determine whether the Extension Conditions have been satisfied, including whether Developer is in substantial compliance with this Agreement. Except as otherwise provided in this Section 2.2, the determination whether Developer is in substantial compliance with this Agreement shall be undertaken in a manner consistent with the annual review process described in Section 6.1 below. If the City Manager determines Developer is not in substantial compliance with the Agreement through such review process, Developer shall have the opportunity to cure such noncompliance prior to the last date that the Extension Request is to be decided. If City Manager concludes that the Extension Conditions have been satisfied, then he or she shall grant the Extension Request and provide a Memorandum of Extension, in a recordable form, as described in Section 2.2A(6) below, that the Agreement has been extended for the extension period, and the Initial Term shall be extended accordingly. If the City Manager determines the Extension Conditions have not been satisfied, including that Developer is not in substantial compliance with this Agreement, or if there is any dispute regarding the steps required to satisfy the Extension Conditions, then Developer shall have ten (10) business days to present to the City Manager a letter providing written notice of the Developer's appeal of the City Manager's determination to the City Council. The City Council shall hear such an appeal within 60 days of the City Manager's receipt of the letter providing written notice of the appeal, and the City Council shall decide such appeal no later than 30 days before the date upon which the Initial Term otherwise would expire. If the City Council determines Developer is in substantial compliance with this Agreement and all of the applicable Extension Conditions have been satisfied, then the City Council shall grant the Extension Request and direct the City Manager within five (5) business days to provide Developer the Memorandum of Extension and the Initial Term shall be extended accordingly. If the City Council determines Developer is not in substantial compliance with this Agreement or one or more of the other applicable Extension Conditions have not been satisfied, then the City Council shall document such findings in its action denying the Extension Request. The City Council’s decision shall be final, subject to Developer’s ability to pursue available remedies as provided in Section 11.3 below. (6) Memorandum of Extension. Within ten days after the written request of either Party hereto, City and Developer agree to execute, acknowledge and record in Ordinance No. XXXX

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the Official Records of the County of San Mateo a memorandum evidencing any approved Extension of the Term pursuant to this Section 2.2 (“Memorandum of Extension”).

B. Effect of Termination. Upon the expiration of the Term, this Agreement shall be deemed terminated and of no further force and effect, subject, however, to the provisions set forth in Section 11.7 below
C. Enforced Delay; Extension of Times of Performance. Subject to the limitations set forth below, the Term of this Agreement and the Project Approvals and the time within which either Party shall be required to perform any act under this Agreement shall be extended by a period of time equal to the number of days during which performance of such act is delayed unavoidably and beyond the reasonable control of the Party seeking the delay by strikes, lock outs and other labor difficulties; Acts of God; unusually severe weather, but only to the extent that such weather or its effects (including, without limitation, dry out time) result in delays that cumulatively exceed twenty (20) days for any winter season occurring after commencement of construction of the Project; failure or inability to secure materials or labor by reason of priority or similar regulations or order of any governmental or regulatory body; any development moratorium or any action of other public agencies that regulate land use, development or the provision of services that prevents, prohibits or delays construction of the Project, including without limitation any extension authorized by Government Code Section 66463.5(d); acts of the public enemy; civil disturbances; wars; acts of terrorism; insurrection; riots; floods; earthquakes; fires; unavoidable casualties; epidemics; pandemics; quarantine restrictions; freight embargoes; government restrictions, or litigation; government mandated shutdowns or government closure (meaning any of the following events: (a) the governmental offices where any action required under this Agreement (collectively, “Government Offices”) are not open for business and any Government Offices’ systems are not operational such that such action cannot occur; (b) any other third-party is not open for business such that its services required as necessary for a Party to perform obligations under this Agreement cannot be performed; (c) overnight couriers are not operating such that any documents cannot be delivered to the extent such documents are required to be originals; or (d) financial institutions or wire transfer systems are not operating, such that consummation of financial transactions contemplated hereby cannot occur); a Severe Economic Recession, defined below; any other cause beyond the reasonable control of Developer which substantially interferes with carrying out the development of the Project; or litigation involving the Project Approvals (including this Agreement) or that enjoins construction or other work on the Project or any portion thereof or would cause a reasonably prudent developer either to forbear from commencing construction or other work on the Project or portion thereof or to suspend construction or other work (each a “Force Majeure Delay”). An extension of time for any such cause other than a Severe Economic Recession 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 sixty (60) days after the commencement of the cause. If Notice is sent after such sixty (60) day period, then the extension shall commence to run no sooner than sixty (60) days prior to the giving of such Notice. Notwithstanding the foregoing, in the case of Force Majeure Delay due to litigation, the Force Majeure Delay shall terminate three (3) months after a final settlement or non-appealable judgment is issued or affirmed. Times of performance under this Agreement may also be extended in writing by the mutual agreement of the City Manager and Developer. Developer’s inability or failure to obtain financing shall not be deemed Ordinance No. XXXX

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to be a cause outside the reasonable control of the Developer and shall not be the basis for an excused delay. “Severe Economic Recession” means a significant decline in the residential real estate market, as measured by a decline of more than four percent (4%) in the Home Price Index during the preceding twelve (12) month period. Severe Economic Recession shall commence upon Developer's notification the City of the Severe Economic Recession (together with appropriate backup evidence). Severe Economic Recession shall continue prospectively on a quarterly basis and remain in effect until the Home Price Index increases for three (3) successive quarters; provided that the cumulative total Severe Economic Recession shall not exceed fortyeight (48) months. "Home Price Index" means the quarterly index published by the Federal Housing Finance Agency representing home price trends for the Metropolitan Statistical Area comprising San Francisco, San Mateo, Redwood City. If the Home Price Index is discontinued, Developer and the City shall approve a substitute index that tracks the residential market with as close a geography to the San Francisco, San Mateo, Redwood City Metropolitan Statistical Area as possible.

Section 2.3 City Representations and Warranties. City represents and warrants to Developer that:

A. City is a municipal corporation and has all necessary powers under the laws of the State of California to enter into and perform the undertakings and obligations of City under this Agreement.

B. The execution and delivery of this Agreement and the performance of the obligations of City hereunder have been duly authorized by all necessary City Council action and all necessary approvals have been obtained.

C. This Agreement is a valid obligation of City and is enforceable in accordance with its terms.

The foregoing representations and warranties are made as of the Agreement Date.

During the Term of this Agreement, City shall, upon learning of any fact or condition that would cause any of the warranties and representations in this Section 2.3 not to be true, immediately give written Notice of such fact or condition to Developer.

Section 2.4 Developer Representations and Warranties. Developer represents and warrants to City that:

A. Developer is duly organized, validly existing and in good standing under the laws of the State of Delaware, is authorized to do business in the State of California and has all necessary powers under the laws of the State of California to own property interests and in all other respects enter into and perform the undertakings and obligations of Developer under this Agreement.

B. The execution and delivery of this Agreement and the performance of the obligations of Developer hereunder have been duly authorized by all necessary corporate, partnership or company action and all necessary shareholder, member or partner approvals have been obtained.

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C. This Agreement is a valid obligation of Developer and is enforceable in accordance with its terms.

D. Developer has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Developer’s creditors, (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of Developer’s assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Developer’s assets, (v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of settlement, extension or composition to its creditors generally.

The foregoing representations and warranties are made as of the Agreement Date.

During the Term of this Agreement, Developer shall, upon learning of any fact or condition that would cause any of the warranties and representations in this Section 2.4 not to be true, immediately give written Notice of such fact or condition to City.

ARTICLE 3 DEVELOPMENT OF PROPERTY
Section 3.1 Vested Rights. City hereby grants to Developer a vested right to develop and construct the Project on the Property, including all on-site and off-site improvements authorized by, and in accordance with, the Project Approvals. Except as otherwise provided in this Agreement, no New City Laws that conflict with this Agreement, the Applicable City Regulations, or the Project Approvals shall apply to the Project or the Property. For purposes of this Section 3.1 and Section 3.3 and Section 3.6, the word “conflict” means any modification that purports to: (i) limit the permitted uses of the Property, the maximum density and intensity of use (including but not limited to floor area ratios of buildings and the overall maximum size of allowed uses ), or the maximum height and size of proposed buildings; (ii) impose requirements for reservation or dedication of land for public purposes or requirements for infrastructure, public improvements, or public utilities, other than as provided in the Project Approvals; (iii) impose conditions upon development of the Property other than as permitted by Applicable Law, Changes in the Law, and the Project Approvals; (iv) limit the timing, phasing, sequencing, or rate of development of the Property; (v) limit the location of building sites, grading or other improvements on the Property in a manner that is inconsistent with the Existing Approvals; (vi) limit or control the ability to obtain public utilities, services, infrastructure, or facilities (provided, however, with the exception of provisions under the Willow Village CDP relating to the implementation and timing for the installation of recycled water facilities and procedures for exceedances as provided therein, nothing herein shall be deemed to exempt the Project or the Property from any water use conservation or rationing requirements that may be imposed on a City-wide basis to all substantially similar types of development projects and project sites (i.e., to all multifamily residential projects, to all office projects, to all retail projects, to all hotel projects) from time to time in the future or be construed as a reservation of any existing sanitary sewer or potable water capacity); (vii) require the issuance of additional permits or approvals by the City other than those required by Applicable Law and the Existing Approvals; (viii) increase the permitted Impact Fees or add new Impact Fees, except as permitted by Section 4.1 of this Agreement; (ix) establish, enact, increase, or impose against the Project or the Property any special taxes or assessments other than those specifically permitted by this Agreement, including Section 4.7, (x) apply to the Project any New City Laws that are not uniformly applied on a CityOrdinance No. XXXX

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wide basis to all substantially similar types of development projects and project sites (i.e., to all multifamily residential projects, to all office projects, to all retail projects, to all hotel projects ); (xi) impose against the Project any condition, dedication or other Exaction not specifically authorized by Applicable Law or the Existing Approvals; or (xii) impose against the Project any obligations regarding the construction of or provision of below market rate units not specifically required by the Existing Approvals. To the extent that New City Laws conflict with the vested rights granted pursuant to this Agreement, they shall not apply to the Property or the Project, except as provided in Section 3.3, below. Nothing in this Agreement is intended to supersede or limit vested rights provided through any vesting subdivision map or otherwise applicable state law, except for the payment of fees, which shall be governed by Section 4.1 of this Agreement notwithstanding any vesting of fees otherwise provided by any vesting subdivision map pursuant to the provisions of the Subdivision Map Act.

Section 3.2 Development and Design Standards. The Project shall be developed in conformance with the Existing Approvals and Applicable City Regulations and the Subsequent Project Approvals. The permitted uses, density and intensity of development, maximum height and size of proposed buildings and development standards shall all be in accordance with the Existing Approvals and Applicable City Regulations. Project design and materials will need to the urban design standards outlined in the Willow Village CDP. City’s review of applications for Subsequent Project Approvals shall be in accordance with the Existing Approvals and the Applicable City Regulations.

Section 3.3 Reservations of Authority. Notwithstanding any other provision of this Agreement to the contrary, the following regulations and provisions shall apply to the development of the Project:

A. Regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure then applicable in City at the time of permit application.

B. Regulations governing construction standards and specifications, including City’s building code, plumbing code, mechanical code, electrical code, fire code and grading code, and all other uniform construction codes then applicable in City at the time of building permit application. Local modifications to the Building Code that take effect after the submission for approval of plans, specifications and estimates for Project-serving improvements (both on- and off-site) for the Project (“Improvement Plans”) to the City shall not apply to such Improvement Plans unless required (i) by the then-current version of the California Building Code, (ii) to comply with State or Federal Law, or (iii) to avoid a specific, adverse impact upon the public health or safety. As used in this paragraph, a “specific, adverse impact” means a significant, quantifiable, direct, and unavoidable impact, based on objective, identified written public health or safety standards, policies, or conditions as they existed on the date the Improvement Plans were submitted to the City for approval.

C. New City Laws applicable to the Property or Project that do not conflict with this Agreement, including Developer’s vested rights under Section 3.1 above.

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D. New City Laws that may be in conflict with this Agreement but that are necessary to protect persons or property from dangerous or hazardous conditions that create a specific, adverse impact upon public health or safety or create a physical risk to persons or property, based on findings by the City Council identifying the dangerous or hazardous conditions requiring such changes in the law, where there are no feasible alternatives to the imposition of such changes, and how such changes would alleviate the dangerous or hazardous condition. As used in this paragraph, a “specific, adverse impact” means a significant, quantifiable, direct, and unavoidable impact, based on objective, identified written public health or safety standards, policies, or conditions as they existed on the date the Improvement Plans were submitted to the City for approval.

E. Exactions permitted by Section 9.2 of this Agreement.

Section 3.4 Regulation by Other Public Agencies. Developer acknowledges and agrees that the State of California Department of Transportation, SamTrans, the California Public Utilities Commission, the San Francisco Public Utilities Commission, West Bay Sanitary District, and other public agencies not within the control of City possess authority to regulate aspects of the development of the Project separately from or jointly with City, and this Agreement does not limit the authority of such other public agencies. Developer shall use reasonable diligence in applying for all such other permits and approvals as may be required by other governmental or quasi-governmental entities in connection with the development of, or the provision of services to, the Project. Developer shall also pay all required fees when due to such public agencies. Developer acknowledges that City does not control the amount of any such fees. City shall reasonably cooperate with Developer in Developer’s effort to obtain such permits and approvals; provided, however, City shall have no obligation to incur any costs, without compensation or reimbursement by Developer, or to amend any policy, regulation or ordinance of City in connection therewith.

Section 3.5 Life of Project Approvals. The term of any and all Project Approvals shall automatically be extended for the longer of the Term of this Agreement or the term otherwise applicable to such Project Approvals. In the event that this Agreement is terminated prior to the expiration of the Term of the Agreement, the term of any subdivision or parcel map or any other Project Approval and the vesting period for any final subdivision map approved as a Project Approval shall be the term otherwise applicable to the approval, which shall commence to run on the date that the termination of this Agreement takes effect (including any extensions); provided, however, that the statutory vesting period for fees shall be calculated based upon the original date of approval of any Vesting Subdivision Map.

Section 3.6 Initiatives. Except as to those New City Laws described in Section 3.3D (which may be enacted or imposed by initiative or referendum), if any New City Law is enacted or imposed by an initiative or referendum, which New City Law would conflict with the Project Approvals or reduce the development rights or assurances provided by this Agreement, such New City Law shall not apply to the Property or Project; provided, however, the Parties acknowledge that City’s approval of this Agreement is a legislative action subject to referendum.

Without limiting the generality of the foregoing, no moratorium or other limitation (whether relating to the rate, timing, phasing or sequencing of development, whether imposed by ordinance, initiative, resolution, policy, order or otherwise, and whether enacted by the City Ordinance No. XXXX

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Council, an agency of City, the electorate, or otherwise) affecting subdivision maps, use permits, building permits, occupancy permits, or other entitlements to use that are approved or to be approved, issued or granted by City shall apply to the Property or Project. Developer agrees and understands that City does not have authority or jurisdiction over any other public agency’s ability to grant governmental approvals or permits or to impose a moratorium or other limitations that may affect the Project. City shall reasonably cooperate with Developer and, at Developer’s expense, shall undertake such actions as may be necessary to ensure this Agreement remains in full force and effect. City, except to submit to vote of the electorate initiatives and referendums required by law to be placed on a ballot and fulfill any legal responsibility to defend a ballot measure passed by its voters, shall not support, adopt or enact any New City Law, or take any other action which would violate the express provisions or spirit and intent of this Agreement.

Section 3.7 Timing of Development. Nothing in this Agreement obligates Developer to undertake the Project. The timing of development of the Project Improvements shall be undertaken, if undertaken by Developer, in accordance with the Willow Village Phasing Plan, attached hereto as Exhibit D (“Willow Village Phasing Plan”) and in accordance with Section

5.1 and the Willow Village Community Amenities Provisions, attached hereto as Exhibit F. The Willow Village Phasing Plan sets forth the order and timing of when certain Improvements will be constructed and/or occupied within the Project. Each Improvement identified in the Willow Village Phasing Plan shall be defined with reference to the Improvement with the same name as shown on the Site Plan attached as Exhibit E to this Agreement, in locations substantially consistent with the Site Plan. Modifications may be made to the timing set forth in the Willow Village Phasing Plan through an Operating Memorandum approved pursuant to Section 8.6 to this Agreement.

However, and not in limitation of any of the foregoing, since the California Supreme Court held in Pardee Construction Co. v. City of Camarillo, 37 Cal.3d 465 (1984) that the failure of the parties therein to consider, and expressly provide for, the timing of development resulted in a later-adopted initiative restricting the timing of development to prevail over such parties’ agreement, it is the desire of the Parties hereto to avoid that result. Therefore, notwithstanding the adoption of an initiative after the Effective Date by City’s electorate to the contrary, the Parties acknowledge that, except as otherwise provided for in the Existing Approvals and in this Agreement, Developer shall have the vested right (but not the obligation) to develop the Project in such order and at such rate and at such times as Developer deems appropriate in the exercise of its sole discretion and consistent with the terms of this Agreement.

Section 3.8 Changes in the Law. As provided in Section 65869.5 of the Development Agreement Law, this Agreement shall not preclude the applicability to the Project of changes in laws or regulations, to the extent that such changes are specifically mandated and required by changes in State or Federal laws (“Changes in the Law”). In the event Changes in the Law prevent or preclude compliance with one or more provisions of this Agreement, the Parties shall meet and confer in good faith in order to determine whether such provisions of this Agreement shall be modified or suspended, or performance thereof delayed, as may be necessary to comply with Changes in the Law. Following the meeting between the Parties, the provisions of this Agreement may, to the extent feasible, and upon mutual agreement of the Parties, be modified or suspended, but only to the minimum extent necessary to comply with such Changes in the Law.

In such event, this Agreement together with any required modifications shall continue in full Ordinance No. XXXX

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force and effect. In the event that the Changes in the Law operate to frustrate irremediably and materially the vesting of development rights to the Project as set forth in this Agreement, Developer may terminate this Agreement by Notice to City. Nothing in this Agreement shall preclude Developer from contesting by any available means (including administrative or judicial proceedings) such Changes in the Law or their applicability to the Project and, in the event that such challenge is successful, this Agreement shall remain unmodified and in full force and effect and times of performance extended in accordance with Section 2.2C, unless the Parties mutually agree otherwise.

Section 3.9 Expansion of Development Rights. If any New City Laws or Changes in Law expand, extend, enlarge or broaden Developer’s rights to develop the Project, then, (a) if such law is mandatory, the provisions of this Agreement shall be modified as may be necessary to comply or conform with such new law, and (b) if such law is permissive, the provisions of this Agreement may be modified, upon the mutual agreement of Developer and City. Immediately after enactment of any such new law, upon Developer’s request, the Parties shall meet and confer in good faith for a period not exceeding sixty (60) days (unless such period is extended by mutual written consent of the Parties) to prepare such modification in the case of a mandatory law or to discuss whether to prepare a proposed modification in the case of a permissive law.

Developer shall have the right to challenge City’s refusal to apply any new law mandating expansion of Developer’s rights under this Agreement, and in the event such challenge is successful, this Agreement shall be modified to comply with, or conform to, the new law.

Section 3.10 No Reservation of Sanitary Sewer or Potable Water Capacity. City has found that there will be sufficient potable water and sanitary sewer capacity to serve future development contemplated by the General Plan, including the Project. However, as noted in Section 3.1 above, with the exception of provisions under the Willow Village CDP relating to the implementation and timing for the installation of recycled water facilities and procedures for exceedances as provided therein, nothing in this Agreement is intended to exempt the Project or the Property from any water use conservation or rationing requirements that may be imposed on a City-wide basis to all substantially similar types of development projects and project sites (i.e., to all multifamily residential projects, to all office projects, to all retail projects, to all hotel projects) from time to time in the future or be construed as a reservation of any existing sanitary sewer or potable water capacity. In the event Developer’s lenders or financing partners request issuance of water and/or sanitary sewer “will serve” letters as a condition of providing debt or equity financing for the Project, City agrees to consider in good faith issuing such letters on terms reasonably acceptable to City.

Section 3.11 Project Approvals and Applicable City Regulations. Prior to the Effective Date, the Parties shall have prepared two (2) sets of the Existing Approvals and Applicable City Regulations, one (1) set for City and one (1) set for Developer, to which shall be added from time to time, Subsequent Project Approvals, so that if it becomes necessary in the future to refer to any of the Project Approvals or Applicable City Regulations, there will be a common set available to the Parties. Failure to include in the sets of Project Approvals and Applicable City Regulations any rule, regulation, policy, standard or specification that is within the Applicable City Regulations and Project Approvals as described in this Agreement shall not affect the applicability of such rule, regulation, policy, standard or specification.

Ordinance No. XXXX

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Section 3.12 Written Verification of Sufficient Water Supply. Any and all tentative subdivision maps approved for the Project shall comply with Government Code Section 66473.7, if, and to the extent, required by Government Code Section 65867.5(c).

ARTICLE 4 OTHER RIGHTS AND OBLIGATIONS OF THE PARTIES
Section 4.1 Developer Fees.

A. Impact Fees. City understands that the limited assurances by City concerning Impact Fees set forth below were a material consideration for Developer agreeing to enter into this Agreement, to pay the Impact Fees set forth in this Agreement and the Existing Approvals, and to provide the public benefits as described in this Agreement. For the period commencing on the Effective Date and continuing until expiration of the Impact Fee Limitation Period (defined below), Developer shall pay when due all existing Impact Fees applicable to the Project in accordance with this Agreement in effect as of the Agreement Date at the lower of (i) the rates in effect as of the Agreement Date, including all existing fee escalation provisions in effect as of the Agreement Date, or (ii) the rates in effect when such existing Impact Fees are due and payable, and shall not be required to pay any escalations in such Impact Fees in excess of the fee escalation provisions in any Impact Fee in effect as of the Agreement Date or new Impact Fees enacted or established after the Agreement Date. As used herein, the term “Impact Fee Limitation Period” means the period commencing on the Effective Date and expiring on expiration of the Initial Term; provided, however, the Impact Fee Limitation Period will be automatically extended for the first three (3) years of any Extension Term Developer obtains pursuant to Section 2.2A. Following expiration of the Impact Fee Limitation Period, individual components and phases of the Project not yet undertaken, with no retroactive application to portions of the Project that have been completed or are then under construction, shall be subject to all Impact Fees in effect at the time such fees are due and payable. Except as otherwise provided in this Section 4.1A above, Developer agrees to pay, as and when due, any and all existing, new, increased or modified Impact Fees, at the rates then in effect at the time building permits are issued on any or all portions of the Project so long as any new fees or increases in existing fees from the amount existing as of the Agreement Date are uniformly applied by City to all substantially similar types of development projects and properties (i.e., all office projects, all multifamily residential projects, all retail projects, or all hotel projects) and are consistent with the provisions of applicable California law, including the provisions of Government Code Section 66000 et seq., and all applicable nexus and rough proportionality tests and other legal requirements. Developer retains all rights to protest an imposition, fee, dedication, reservation, or other exaction, as set forth in California Government Code Section 66020.

B. Processing Fees. City may charge and Developer agrees to pay all Processing Fees that are in effect on a City-wide basis at the time applications are submitted for permits, approvals or entitlements for the Project.

C. Connection Fees. Developer shall pay connection fees assessed by utility providers and other agencies assessing such fees at the rates in effect from time to time.

D. Other Agency Fees. Nothing in this Agreement shall preclude City from collecting fees from Developer that are lawfully imposed on the Project by another agency Ordinance No. XXXX

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having jurisdiction over the Project, which the City is required to collect pursuant to Applicable Law (“Other Agency Fees”).

Section 4.2 Fee Credits. Developer shall receive credit for the payment of transportation Impact Fees in accordance with the provisions of Municipal Code Section

13.26.080 and this Section 4.2. “Fee Credits” shall be as set forth in the Willow Village CDP.

In addition, in the event that the amount of transportation impact fee credits for eligible transportation improvements to be constructed by Developer pursuant to the Willow Village CDP exceeds the amount of the transportation Impact Fees due for the Project, then City shall reimburse Developer from transportation Impact Fee funds collected by the City from other sources subject to the transportation Impact Fee.

Section 4.3 Reimbursements from Other Developers. To the extent that Developer constructs public infrastructure that is not eligible for Fee Credits or reimbursement by the City, as provided above, in excess of Developer’s “fair share” cost of such public infrastructure improvements, then the City shall use its best efforts to condition projects to be constructed by other parties benefiting from such infrastructure to enter into infrastructure-item-specific reimbursement agreements for the portion of the cost of any dedications, public facilities and/or infrastructure the City may require the Developer to construct as conditions of the Project Approvals to the extent that they exceed the Project’s “fair share.” Where projects to be constructed by other parties have been conditioned to construct a portion of or pay a fair share fee for public improvements being constructed by Developer, then City shall use its best efforts to cause such third-party developers to reimburse Developer for the applicable third-party developer’s fair share of the improvement costs incurred by Developer, in an amount consistent with such third-party developer’s prior approvals.

Section 4.4 CFDs.

A. Local CFD Policies and CFD Formation. City agrees to consider adopting a local policy pursuant to Government Code Section 53312.7 (“Local CFD Policies”) to authorize the formation of Community Facilities Districts pursuant to the Mello-Roos Act (Government Code Section 53311 et seq.) (“CFDs”) to serve residential and mixed-use projects and the issuance of bonds to finance eligible public facilities and/or provide financing for eligible services. If Local CFD Policies are adopted and Developer files a petition requesting that City form a CFD to serve the Project, the Parties shall cooperate in good faith to establish a CFD to serve the Project. The boundaries of the CFD shall be coextensive with those of the Main Project Site, unless the Parties otherwise agree. Upon the filing of a petition by Developer pursuant to Government Code Section 53318(c), the City Council shall consider adoption of a resolution of intention to establish the CFD and, following adoption, City shall use good faith, diligent efforts, in compliance with Government Code Sections 53318 et seq., to establish and implement the CFD pursuant to the terms of this Agreement, including scheduling of necessary public hearings and adoption of a resolution of formation. Developer shall cooperate with City in the formation of any CFD requested by Developer, including the timely submission of all petitions, waivers and consents. Developer shall prepare, and submit to the City no later than the date Developer files a petition for a CFD, a financial plan specifying the proposed total amount of debt or other financing for the CFD Facilities, including the projected costs of the CFD Facilities that support the proposed total amount of financing, to be financed by CFD Bonds, the Ordinance No. XXXX

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Special Tax, or a combination of CFD Bonds and Special Tax, which financial plan shall be subject to the approval of the City, which approval will not be unreasonably withheld, delayed, or conditioned.

B. CFD Facilities and Services. Subject to caps on the total amount of net CFD Bond proceeds and the total tax and assessment rate set forth in subsection D below, the CFD shall finance the design and acquisition or construction of those facilities necessary for development of the Project (“CFD Facilities”) and services that may lawfully be financed or paid for under the Mello-Roos Act and other applicable law. Financing of the CFD Facilities, or portion thereof, with CFD Bonds shall be subject to approval of City.

C. Issuance of CFD Bonds. Upon successful formation of the CFD and approval of the Special Tax (as defined in subsection D below), and subject to the restrictions in subsection C below, bonds shall be issued (“CFD Bonds”), the proceeds of which shall be used to finance the CFD Facilities, to the extent the CFD Facilities, or portion thereof, legally and feasibly may be financed utilizing this method of financing. The amounts, timing and terms of the issuance and sale of the CFD Bonds shall be determined by City, in consultation with Developer and City’s bond counsel, financial advisors and/or underwriters.

D. Special Tax. The CFD shall be authorized to levy, and Developer shall approve (by affirmative vote or other legally acceptable method), a tax (“Special Tax”) in accordance with the rate and method of apportionment of such Special Tax approved in the completed proceedings for the CFD. The Special Tax so set shall be in an amount such that, at the time the rate and method of apportionment of the Special Tax is approved, the estimated maximum special tax within the CFD district shall not exceed $750 per each dwelling (in 2022 dollars) for residential property and $0.75 per square foot for non-residential property (in 2022 dollars).

E. City's Reservation of Discretion. It is expressly acknowledged, understood and agreed by the Parties that notwithstanding any of the foregoing obligations set forth in this section, (i) City reserves full and complete discretion in accordance with applicable law with respect to any adoption of Local CFD Policies and all legally required findings that must be made in connection with formation of a CFD, (ii) nothing in this Agreement is intended to or shall limit City's discretion in accordance with applicable law to adopt or refuse to adopt the Local CFD Policies or adopt legally required findings with respect to formation of the CFD, and (iii) nothing in this Agreement is intended to or shall prejudge or commit to City regarding the findings and determinations to be made with respect thereto.

F. Costs If No CFD Formed. In the event that City does not adopt the Local CFD Policies or is unable to make the legally required findings in connection with the formation of the CFD and the issuance of CFD Bonds for any reason, City shall not be liable for any resulting costs to Developer and Developer shall nonetheless be responsible for constructing all of the CFD Facilities and providing any services for which a CFD was sought at Developer’s expense.

G. Developer’s Consent. Subject to City adopting Local CFD Policies, and subject to and Developer requesting and City adopting a CFD for the Project and in accordance Ordinance No. XXXX

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with the caps on the total amount of net CFD Bond proceeds and the total tax and assessment rate set forth in subsection D above and Developer’s approval of the rate and method of apportionment of the Special Tax, which approval shall not be unreasonably withheld, delayed or conditioned, Developer irrevocably consents to the formation of the CFD, the issuance of the CFD Bonds, the imposition of the Special Tax against the Property at rates and pursuant to a method of apportionment appropriate to fund the debt service on the CFD Bonds sold to finance the CFD Facilities, and agrees not to protest or object to formation of the CFD or levy of an appropriate Special Tax consistent herewith. Developer acknowledges and agrees that CFD Bonds shall not be issued to fund any on-site public improvements or any other infrastructure or fees other than the CFD Facilities, or portion thereof, which may lawfully be financed under the Mello-Roos Act and other applicable law.

H. Limited Liability of City. Notwithstanding any other provision of this Agreement, City shall not be liable for or obligated to pay any costs or expenses in connection with the CFD or the CFD Facilities except to the extent monies are available (from Advanced Costs, proceeds of CFD Bonds, or Special Taxes) and specifically authorized by law for payment of such costs or expenses.

Section 4.5 Public Infrastructure. City shall use good faith, diligent efforts to work with Developer to ensure that all public infrastructure required in connection with the Project is expeditiously reviewed and considered for acceptance by City on a phased basis as discrete components of the public infrastructure is completed. Developer may offer dedication of public infrastructure in phases and City shall not unreasonably withhold, condition or delay acceptance of such phased dedications or refuse phased releases of bonds or other security so long as all other conditions for acceptance have been satisfied. Developer’s obligation to construct the public improvements shall be set forth in one or more public improvement agreements to be entered into by the Parties on or before approval of final subdivision maps for the Project. Upon acceptance of the public improvements, or components thereof, City shall release to Developer any bonds or other security posted in connection with performance thereof, other than warranty period security, as more fully provided in the applicable improvement agreements between City and Developer in accordance with the Subdivision Map Act. Except as to the Willow Road Tunnel and the Elevated Park Segment Over Willow Road as provided in Section 5.4 below, and in such improvement agreements with respect to Developer’s warranty period obligations, Developer shall have no obligation to maintain any public infrastructure following City’s acceptance thereof.

Section 4.6 Prevailing Wage Requirements.

A. To the extent applicable, Developer shall comply with, and require its contractors and subcontractors to comply with, all State Labor Code requirements and implementing regulations of the Department of Industrial Relations pertaining to “public works,” including the payment of prevailing wages (collectively, “Prevailing Wage Laws”). Developer shall require the contractor(s) for all work that is subject to Prevailing Wage Laws (“Prevailing Wage Components”) to submit, upon request by City, certified copies of payroll records to City at the Property or at another location within City, and to maintain and make records available to City and its designees for inspection and copying to ensure compliance with Prevailing Wage Laws. Developer shall also include in each of its contractor agreements, a provision in form Ordinance No. XXXX

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reasonably acceptable to City, obligating the contractor to require its contractors and/or subcontractors to comply with Prevailing Wage Laws in connection with the Prevailing Wage Components, and to submit, upon request by City, certified copies of payroll records to City and to maintain and make such payroll records available to City and its designees for inspection and copying during regular business hours at the contractor’s or subcontractor’s regular place of business. City and Developer each acknowledge and agree that it is a condition of approval of the Project that Developer construct public improvements to be dedicated to the City as part of the Project.

B. Developer shall defend (with counsel reasonably acceptable to the City), indemnify, assume all responsibility for, and hold harmless City Parties from and against any and all present and future Claims arising out of or in any way connected with Developer’s or its contractors' or subcontractors’ obligations to comply with all Prevailing Wage Laws, including all Claims that may be made by contractors, subcontractors or other third-party claimants pursuant to Labor Code sections 1726 and 1781.

C. Developer hereby waives and releases City Parties from any and all manner of Claims or other compensation whatsoever, in law or equity, of whatever kind or nature, whether known or unknown, direct or indirect, foreseeable or unforeseeable, absolute or contingent, now existing or which may in the future arise, including lost business opportunities or economic advantage, and special and consequential damages, arising out of, directly or indirectly, or in any way connected with Developer’s obligation to comply with all Prevailing Wage Laws in conjunction with the Prevailing Wage Components. Developer is aware of and familiar with the provisions of Section 1542 of the California Civil Code which provides as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO

EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE

RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE

MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR OR RELEASED PARTY.”
INITIALS: DEVELOPER _______
As such relates to this Section 4.6, Developer hereby waives and relinquishes all rights and benefits which it may have under Section 1542 of the California Civil Code.

D. Non-Intended Prevailing Wage Requirements. Nothing in this Agreement shall in any way require, or be construed to require, Developer to pay prevailing wages with respect to any work of construction or improvement within the Project (a “Non-Intended Prevailing Wage Requirement”). But for the understanding of the Parties as reflected in the immediately preceding sentence, the Parties would not have entered into this Agreement based upon the terms and conditions set forth herein. Developer and City have made every effort in reaching this Development Agreement to ensure that its terms and conditions will not result in a Non-Intended Prevailing Wage Requirement. These efforts have been conducted in the absence of any applicable existing judicial interpretation of the recent amendments to the California Ordinance No. XXXX

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prevailing wage law. If, despite such efforts, any provision of this Agreement shall be determined by any court of competent jurisdiction to result in a Non-Intended Prevailing Wage Requirement, such determination shall not invalidate or render unenforceable any provision hereof; provided, however, that the Parties hereby agree that, in such event, this Agreement shall be reformed such that each provision of this Agreement that results in the Non-Intended Prevailing Wage Requirement will be removed from this Agreement as though such provisions were never a part of the Agreement, and, in lieu of such provision(s), replacement provisions shall be added as a part of this Agreement as similar in terms to such removed provision(s) as may be possible and legal, valid and enforceable but without resulting in the Non-Intended Prevailing Wage Requirement.

Section 4.7 Taxes and Assessments. As of the Agreement Date, City is unaware of any pending efforts to initiate, or consider applications for new or increased special taxes or assessments covering the Property, or any portion thereof. City shall retain the ability to initiate or process applications for the formation of new assessment districts or imposition of new taxes covering all or any portion of the Property. City may impose new taxes and assessments, other than Impact Fees, on the Property in accordance with the then applicable laws and this Agreement, but only if such taxes or assessments are adopted by or after Citywide voter approval or approval by landowners subject to such taxes or assessments and are imposed on other land and projects of the same category (i.e., office, multifamily residential, retail, or hotel, as applicable) within the jurisdiction of City and, as to assessments, only if the impact thereof does not fall disproportionately on the Property as compared to the benefits accruing to the Property as indicated in the engineers report for such assessment district. Nothing herein shall be construed so as to limit Developer from exercising whatever rights it may otherwise have in connection with protesting or otherwise objecting to the imposition of taxes or assessments on the Property. In the event an assessment district is lawfully formed to provide funding for services, improvements, maintenance or facilities that are substantially the same as or duplicative of those services, improvements, maintenance or facilities being funded by the Impact Fees to be paid by Developer under the Project Approvals, such Impact Fees paid or to be paid by Developer shall be subject to reduction/credit in an amount equal to developer’s new or increased assessment under the assessment district. Alternatively, the new assessment district shall reduce/credit Developer’s new assessment in an amount equal to such Impact Fees paid or to be paid by Developer under the Project Approvals.

ARTICLE 5 COMMUNITY AMENITIES; PUBLIC BENEFITS; TERMS REGARDING

MAINTENANCE AND COMPLETION OF PROJECT IMPROVEMENTS
In consideration of the rights and benefits conferred by City to Developer under this Agreement, if and to the extent that Developer commences construction of the Project, Developer shall perform and provide the obligations described in this ARTICLE 5 at the times and on the conditions specified herein and in Exhibit F. The Parties acknowledge and agree that some of the obligations described in this ARTICLE 5 exceed those dedications, conditions, and exactions that may be imposed under Applicable Law and would not otherwise be achievable without the express agreement of Developer. Notwithstanding anything to the contrary contained herein, Developer has no obligation to perform the obligations under this ARTICLE 5 unless and until Developer commences construction of the portion of the Project that requires such performance.

Ordinance No. XXXX

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Section 5.1 Bonus Development Community Amenities. In order to obtain the right to bonus level development within the Residential Mixed Use District and the Office District, as defined in the Municipal Code, the Municipal Code requires that Developer implement community amenities with a valuation of fifty percent (50%) of the fair market value of the additional gross floor area of the bonus level development. The Municipal Code requires each community amenity to be either selected from a list of community amenities set forth in Resolution No. 6360 or agreed upon by Developer and City pursuant to a development agreement. This Agreement documents the requirements for and governs the delivery of all community amenities for the Project. If and to the extent that Developer commences construction of the Project, Developer shall implement the community amenities set forth in this Section 5.1 at the times and on the conditions specified herein and in Exhibit F, some of which are on the list of community amenities set forth in Resolution No. 6360 and some of which are additional and have been agreed upon by the Parties pursuant to this Agreement (collectively, “Willow Village Community Amenities”). The Willow Village Community Amenities shall be implemented at the times set forth in the Willow Village Community Amenities Timing Provisions attached hereto as Exhibit F, except to the extent that the obligations set forth in Exhibit F are modified in accordance with this Agreement. Undefined, capitalized terms in Exhibit F shall have the meanings ascribed to them in this Agreement. If and to the extent that Developer commences construction of the Project, Developer’s failure to provide any of the Willow Village Community Amenities as set forth in this Section 5.1 by the times set forth in Exhibit F shall be a Default.

A. Elevated Park. Developer shall construct an elevated park to provide direct and convenient access from Belle Haven to the Main Project Site, which will include bike and pedestrian paths, gathering spaces, plazas, and landscaped areas as depicted Conceptually on Exhibit E-1 and Exhibit E-2 (“Elevated Park”). If Developer obtains all necessary Other Agency Approvals and the consent of the commercial lessees in the shopping center located on one of the Hamilton Parcels (“Hamilton Lessee Approvals”), a portion of the Elevated Park shall include a bike and pedestrian overcrossing over Willow Road. This portion of the Elevated Park is within State of California Department of Transportation right of way and shall be referred to as the “Elevated Park Segment Over Willow Road.” Developer’s inability to secure such Other Agency Approvals and Hamilton Lessee Approvals for the Elevated Park Segment Over Willow Road shall not be a Force Majeure Delay. Developer shall make good faith efforts to obtain such Other Agency Approvals and Hamilton Lessee Approvals, but if Developer fails to secure such Other Agency Approvals and Hamilton Lessee Approvals prior to the development of Phase 2, as defined in the Willow Village CDP, Developer shall have no further obligation to construct the Elevated Park Segment Over Willow Road or the portion of the Elevated Park on the Hamilton Parcels and shall instead (1) pay a community amenity fee in the amount of Twenty Million Seven Hundred Thirty Eight Thousand Sixty-Two Dollars ($20,738,062), which represents one hundred and twenty percent (120%) of one hundred percent (100%) of the cost to construct the Elevated Park Segment Over Willow Road and the portion of the Elevated Park on the Hamilton Parcels based on the square footage of such portions relative to the whole of the Elevated Park and (2) ensure that the vertical transportation system (i.e, elevators, stairs, etc.) at the westerly side of the Elevated Park is located reasonably proximate to the eastern side of Willow Road, taking into account Project design and utility considerations, as depicted Conceptually in Exhibit E-4, attached hereto.

Ordinance No. XXXX

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B. Grocery Store. Developer shall construct a grocery store, which will be located on Parcel 2, which store shall be a full-service store providing a range of goods, including: fresh fruits, vegetables, meat and fish; dairy products; beer and wine; fresh baked goods; and a delicatessen or prepared foods (“Grocery Store”). The Grocery Store shall be leased to an operator or affiliate of an operator with at least five (5) years of experience or five (5) stores unless an operator with less experience or fewer stores is approved in writing by City’s Community Development Director.

C. Grocery Store Rent Subsidy. Developer shall provide a subsidy for two (2) years of rent in the amount of One Million Nine Hundred Seventy-Two Thousand Six Hundred and Thirty Dollars ($1,972,630) to the Grocery Store tenant (“Grocery Store Rent Subsidy”). In addition, to assist the Grocery Store to remain in operation in the event that the Grocery Store tenant is not achieving sales of at least Fourteen Dollars ($14) per square foot, excluding prescription drug sales, in weekly average sales on an annual look back (the “Grocery Store Performance Standard”) during the third (3rd) through fifth (5th) years of operation, with the first annual lookback occurring on the third (3rd) anniversary of the Grocery Store opening, Developer shall offer the Grocery Store tenant an additional rent subsidy in the amount of the delta between the Grocery Store tenant’s sales and the Grocery Store Performance Standard, not to exceed a total of One Million Dollars ($1,000,000) over such three (3) year period. If Developer does not offer the maximum subsidy after the first annual look back, Developer shall conduct a second annual look back on the fourth (4th) anniversary of the Grocery Store opening. Developer shall also conduct a third annual look back on the fifth (5th) anniversary of the Grocery Store opening if One Million Dollars in total has not yet been provided. Developer shall report as part of the annual review pursuant to Section 6.1 whether any additional rent subsidy has been provided under this Section 5.1.C 5.1C after each annual look back. Developer shall state whether the full amount of the subsidy was provided after each annual look back, but shall not otherwise be required to disclose the specific subsidy amounts paid after each annual look back. Nothing under this Section 5.1.C 5.1C shall require Developer or the Grocery Store tenant to disclose any Grocery Stores sales information to the City.

D. Affordable Housing Contribution. Developer shall provide Six Million Dollars ($6,000,000) in funding for affordable housing in the City, with priority for Belle Haven residents to the extent permitted by applicable law (the “Affordable Housing Contribution”).

E. Air Quality and Noise Monitoring Equipment Funding. Developer shall provide one time funding in the amount of Two Hundred Thousand Dollars ($200,000) to the City for the City to procure and install at locations determined by the City in the Belle Haven neighborhood one (1) new high-quality air monitoring system that shall meet Bay Area Air Quality Management District sensor requirements and one (1) new high-quality noise monitoring system that is capable of at least an 80 dB dynamic range, such that if they are set to measure as low as 20 dB, then it is able to measure sound levels as high as 100 dB (“Air Quality and Noise Monitoring Equipment”). Developer shall reasonably cooperate with City and any City consultants regarding make and model or other similar technical questions that may arise regarding the Air Quality and Noise Monitoring Equipment.

F. Willow Road Feasibility Study Funding. Developer shall make a one-time payment of One Hundred Thousand Dollars ($100,000) to City to support feasibility studies to Ordinance No. XXXX

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be undertaken by City related to Willow Road ownership (the “Willow Road Feasibility Study Funding.”)
G. Job Training Funding and Community Hub. Developer shall provide funding to the below specified entities in the aggregate total amount of Eight Million Three Hundred Four Thousand Nine Hundred and Seven Dollars ($8,304,907) for the following from February 2022 through December 2024:
(1) Career pathway programs in partnership with local non-profit YearUp;
(2) Career pathway programs in partnership with local non-profit JobTrain;
(3) A facility to be managed by Developer that will prepare local residents with job skills and fund internships for Menlo Park residents, with priority for Belle Haven residents, to the extent permitted by law.

The obligations set forth in this Section 5.1G shall be referred to collectively as the “Job Training Funding and Community Hub.” The funding costs are intended to include all costs incurred by Developer in providing the Job Training Funding and Community Hub, including rent and staffing costs associated with the Job Training Funding and Community Hub.

H. Teacher Housing Rent Subsidies. Developer shall provide subsidized rent in the amount of One Million Seven Hundred Forty-Five Thousand Three Hundred Nineteen Dollars ($1,745,319) for twenty-two (22) teachers currently living at 777 Hamilton Apartments in Belle Haven from February 2022 through March 2024 (“Teacher Housing Rent Subsidies”).

The Teacher Housing Rent Subsidies shall be provided pursuant to Meta’s existing Workforce Housing Fund Pilot Program established pursuant to the Development Agreement between Hibiscus Properties, LLC, a Delaware limited liability company and City dated December 14, 2016, as amended by the Amendment to Development Agreement dated December 18, 2017.

I. Bayfront Shuttle. Provide a shuttle service for a period of seventeen (17) years to transport Bayfront residents to and from the Main Project Site (“Bayfront Shuttle”).

Developer shall fund the Bayfront Shuttle through the formation of a Transportation Management Association (TMA) unless coordination with the City as described below results in an agreement between the Parties to provide the required shuttle service in an alternate manner.

The shuttle shall use one hundred percent (100%) electric vehicles if feasible, which shall mean that a technology that can run a single shuttle for twelve (12) hours without recharging is commercially reasonably available. If Developer believes using one hundred percent (100%) electric vehicles is infeasible, Developer shall notify City and Developer and City shall meet and confer to determine the lowest emission technology that is commercially reasonable and mutually acceptable to Developer and City and Developer shall employ such technology. In connection with the Bayfront Shuttle, Developer shall:
(1) Coordinate outreach on shuttle routing, frequency, and design with the City’s outreach on shuttles to avoid duplicating service or inefficiency with transfers.

Ordinance No. XXXX

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(2) Participate in the City’s shuttle study as a stakeholder. (3) Prepare an annual report on shuttle ridership and other metrics such as timeliness of shuttle arrivals so that City can evaluate the shuttle service. (4) Use commercially reasonable efforts to coordinate with other developers and property owners in the area regarding the provision of shuttle services, subject to cost constraints and maintaining anticipated headways.

At the end of the seventeen (17) year period of operation of the Bayfront Shuttle, Developer and the City shall meet and confer to determine if there is continued demand for shuttle services and, if so, an appropriate approach for continuing such services, on what schedule, and how such services would be funded.

J. Bank. Developer shall construct a bank or credit union branch that includes retail service as well as one or more Automatic Teller Machines (“Bank”).

K. Dining Venues. Developer shall construct 18,000 square feet of building space for by Eating Establishments and Drinking Establishments, as defined in the Applicable City Regulations (“Dining Venues”), which shall be constructed in two phases of 9,000 square feet each (“First Phase Dining Venues” and “Second Phase Dining Venues,” respectively).

The Dining Venues shall consist of a range of dining options, from fast casual to sit-down restaurants, to serve residents and local employees.

L. Community Entertainment. Developer shall construct 25,000 square feet of building space for community entertainment offerings such as a cinema, live music, bowling, miniature golf, gaming, or similar use provided that gambling shall not be a permissible use (“Community Entertainment”), which shall be constructed in two phases of 12,500 square feet each (“First Phase Community Entertainment” and “Second Phase Community Entertainment,” respectively).

M. Pharmacy. Developer shall construct a space for pharmacy services to fill prescriptions and offer convenience goods (“Pharmacy”) in one of the four locations identified in Exhibit F.

N. Town Square. Developer shall construct as part of the Project a “Town Square” as depicted Conceptually on Exhibit E-1 and Exhibit E-2 that will include areas for community gatherings, festivals, and farmers markets.

O. Excess Publicly Accessible Open Space. Developer shall construct as part of the Project publicly accessible open space improvements in excess of what is required by City Code and provide ongoing maintenance for these areas, consisting of a minimum of 74,030 square feet (“Excess Publicly Accessible Open Space”). The Excess Publicly Accessible Open Space may be constructed within the areas of the Community Park and/or the Dog Park and/or Parcel 3, each of which is depicted Conceptually on Exhibit E-2, attached hereto.

Section 5.2 Leasing of Space for Bonus Development Community Amenities.

Developer shall make good faith, reasonable efforts to lease the space identified for the Grocery Ordinance No. XXXX

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Store as a Grocery Store, the space identified for the Bank as a Bank, the space identified for the Pharmacy as a Pharmacy, the spaces identified for Dining Venues as Dining Venues, and the spaces identified for Community Entertainment as Community Entertainment. Developer shall provide a report to the City describing its good faith efforts to lease the Project components listed under this Section 5.2 in conjunction with the issuance of the first permits for vertical construction and an updated report in conjunction with each Annual Review thereafter. With regard to the Grocery Store, the Bank, and the Pharmacy, Developer shall notify the City as soon as reasonably possible following the execution of a lease with an operator of any such space that such lease has been executed and identifying the name of the operator; provided, however, that nothing contained within this Section 5.2 shall require Developer to breach any confidentiality provisions contained in any such lease. If despite Developer’s good faith, reasonable efforts, Developer is unable to lease the space identified for the Grocery Store as a Grocery Store, the space identified for the Bank as a Bank, the space identified for the Pharmacy as a Pharmacy, any of the spaces identified for Dining Venues as Dining Venues, or any of the spaces identified for Community Entertainment as Community Entertainment, then within twelve (12) months of the deadline for a final certificate of occupancy for that space as set forth in Exhibit F the Parties shall meet and confer to discuss potential alternative uses for such spaces that would provide community amenities on the list of community amenities set forth in Resolution No. 6360 or as agreed upon by Developer and City and to be memorialized in an Operating Memorandum.

Section 5.3 Public Benefits. If and to the extent that Developer commences construction of the Project, Developer must provide the public benefit contributions set forth in this Section 5.3.

A. Ongoing Job Training. Developer shall cause Meta to, for a period of five (5) years from and after the Effective Date:
(1) Work with a local training program to expand training services for residents of City and City of East Palo Alto;
(2) Create an ongoing quarterly series of career development workshops focusing on resume writing, interviewing skills, and how to find a job; (3) Hold five (5) annual job fairs for residents of City and City of East Palo Alto. The program shall run annually for a period of five (5) years after the Effective Date, except for times of Meta hiring freezes, in which case the period shall be extended annually until five (5) job fairs have occurred;
(4) Promote local volunteer opportunities to its employees; and (5) Host a local community organization fair.

B. Career Experience Program. Developer shall cause Meta to, for a period of five (5) years from and after the Effective Date, create a career experience program for high school students living in the City, East Palo Alto, or Redwood City. The program shall run for at least four (4) weeks each year and shall allow students to receive STEM career training and engage with Meta employees.

Ordinance No. XXXX

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C. Dumbarton Rail. Developer shall provide stakeholder support (for example, sending support letters) for a rail transit project along the Dumbarton rail bridge, which would connect the Caltrain corridor at Redwood City to the East Bay (“Dumbarton Rail Corridor Project.”) Developer shall have no obligation to provide financial support for the Dumbarton Rail Corridor Project.

D. Dumbarton Forward. Developer shall provide stakeholder support (for example, sending support letters) for Metropolitan Transportation Commission’s strategies to improve efficiency and reduce delay on the State Route 84-Dumbarton Bridge-Bayfront Expressway corridor between Interstate 880 in Fremont and Marsh Road in Menlo Park (“Dumbarton Forward.”) Developer shall have no obligation to provide financial support for Dumbarton Forward.

E. Bus Access. Developer shall coordinate with City to ensure that publicly operated buses have access to the Main Project Site (e.g., Menlo Park Midday, commute.org, SamTrans buses) and provide bus stops at reasonable locations within the Main Project Site, to be reasonably approved by City in conjunction with approval of Improvement Plans, for public transit systems.

F. Community Use of Publicly Accessible Open Space. Community use of the “Publicly Accessible Open Space”, as depicted Conceptually in Exhibit E-2, shall be subject to compliance with the “Willow Village Open Space Rules,” which shall be approved by City prior to the first certificate of occupancy for the Project and shall include without limitation provisions: (a) permitting Developer or the owner’s association to be formed pursuant to Section

5.3 to reasonably restrict or prohibit public access and use as reasonably necessary to (i) ensure security of the Project Site and persons or property within or around the Project Site and (ii) preclude activities that unreasonably disrupt non-public uses in the Project; (b) providing exclusive use by Developer for a specified number of private events; and (c) providing terms of use for community use of the Publicly Accessible Open Space.

G. Gap Payment. Developer shall make an annual payment of Three Hundred Eighty-Nine Thousand Dollars ($389,000), plus a CPI Adjustment each year (“Gap Payment”) as provided in this Section 5.3G.
(1) The obligation to make a Gap Payment, if any, shall commence on the first of the month following the date that the certificate of occupancy for the third office building is issued (“Third Office COO Issuance”) if a building permit for the Hotel has not been issued as of the Third Office COO Issuance (“Gap Payment Commencement Date”); provided, however, that the Gap Payment Commencement Date shall be the first of the month following the first anniversary of the Third Office COO Issuance if a building permit for the Hotel has been issued as of the Third Office COO Issuance. The first Gap Payment shall be prorated to reflect the months remaining in the Fiscal Year then in effect. Subsequent Gap Payments shall be due on July 1. Developer’s obligation to make the Gap Payment shall apply to the period commencing on the Gap Payment Commencement Date and continuing until the earlier of (i) the Hotel has received a certificate of occupancy or (ii) the time period provided in Section 11.7 following the expiration or earlier termination of this Agreement (the “Gap Payment Termination Date”) and there shall be no further obligation to make a Gap Payment Ordinance No. XXXX