Agenda packet — San Carlos City Council, August 14, 2023 (part 4 of 5)

commercial vapor intrusion Environmental Screening Level (ESL) values.”

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exceeded the July 2019 RWQCB ESLs for vapor intrusion concerns at commercial/industrial sites for the VOCs benzene, PCE, naphthalene, and TPHg (as TVH reported as hexane).”

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respective ESL values for commercial land use…”

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vapor intrusion ESL values”

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the project site: (1) presence of VOCs in soil vapor above the July 2019 ESL…”

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hexane) present in soil vapors sampled from the site exceed the Environmental Screening Level for commercial uses.”
Please feel free to reach out if you have any questions or concerns.

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Sincerely,
Isabella Roman (she/her/hers)
Environmental Scientist
Site Mitigation and Restoration Program
(510)-540-3879
[email protected]
Department of Toxic Substances Control
700 Heinz Avenue, Berkeley, California 94710
California Environmental Protection Agency

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From: Patty Marsters <[email protected]>
Sent: Thursday, December 1, 2022 4:37 PM
To: Sara McDowell <[email protected]>; Adam Rak <[email protected]>; Ron Collins <[email protected]>; John Dugan <[email protected]>; Laura ParmerLohan <[email protected]> Cc: Lisa Costa Sanders <[email protected]> Subject: 642 Quarry, mitigated negative declaration for Bio Safety Level-3 labs [NOTICE: This message originated outside of City of San Carlos -- DO NOT CLICK on links or open attachments unless you are sure the content is safe.] Dear Council,
Following up on comments made Monday night, I think you should be very concerned that the environmental review for 642 Quarry includes BSL-3 labs.

Both the public and council supported limiting labs to BSL-1 and BSL-2 at 405 Industrial.

Jane from Menlo Equities told council the need for BS-3 labs isn’t that common and only BSL-1 or BSL-2 labs would be provided for their future tenants.

The developer's Project Overview and Vision for 642 Quarry describes a commercial development with features and amenities for tenants (Perhaps biotech, but perhaps robotics or other tech) AND the General Public. They propose onsite childcare and recreation facilities.

The developer doesn't seem to be thinking about sensitive groups or Biosafety at all! Next door to 642 Quarry, the county holds onsite vocational training, including help for veterans, and down the road, Rockin’Jump hosts birthday parties and jump-time for all ages.

The Notice of Intent to file a Mitigated Negative Declaration for 405 Industrial didn't include any mention of BioSafety levels. So why were BSL-1, BSL-2, and BSL-3 labs specifically named on the comparable NOI for 642 Quarry, also signed by Lisa Costa Sanders? Is this the city’s attempt to get ahead of objections to BSL-3 labs at 642 Quarry and in the city in general? Or is it just a mistake that unfortunately sends the message that San Carlos welcomes research and experimentation on severely infectious agents and toxins? Thank you in advance for looking into this.

Sincerely,
Patty Marsters

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Subject:

Project Description:

Site Description:

BASIS OF FINDINGS, Mitigation Measures:

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PROJECT CHARACTERISTICS, 2.2.1 Project Buildings:

2.2.2 Project Operations

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OSHA is not responsible for certifying these
biosafety lab installations
standards and guidelines are
a best practice are not enforced by anybody
required to demonstrate compliance to the
city
How does the city propose to supply the additional expertise that certifying a BSL3 lab requires? In the event of a level 3 biological agent release, is the city liable? Is the city financially responsible for the expensive decommissioning of these facilities decades down the line?
Until all of the above questions can be answered to the public’s satisfaction, use of this facility for working with BSL3 agents should not be permitted

2.2.6 Belmont Creek Maintenance

3.9.1 Environmental Setting

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Utility Resources
Traffic calming

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Road development (Part 1 of Public Comments)
[NOTICE: This message originated outside of City of San Carlos -- DO NOT CLICK on links or open attachments unless you are sure the content is safe.]

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Chapter 2. Project Description

2.1 PROJECT LOCATION AND SITE DESCRIPTION
The project site is located at 642 Quarry Road in the northeastern portion of the City of San Carlos, California in San Mateo County along the San Francisco Peninsula (Figure 1 Project Location). The site includes the address of 151 Old County Road. Regional access to the project site is provided via United States Route 101 (Highway 101), which is an eightlane freeway located east of the project site. Access to the project site from southbound Highway 101 is provided from the Harbor Avenue exit. Access to the project site from northbound Highway 101 is provided from Holly Street. Local access to the project site is provided by Holly Street, Industrial Road, Old County Road, Harbor Boulevard, and State Route 82 (El Camino Real). The Belmont Caltrain station is approximately one-half mile to the northwest of the project site on Old County Road.

The 205,036 square-foot (4.71 acres) project site consists of a single parcel (Assessor Parcel Number 046-041-380) almost entirely developed with buildings and paved parking surfaces (Figure 2 Project Vicinity). The existing site structures are comprised of 11 warehouse/retail/ manufacturing/office buildings totaling approximately 104,391 square feet. These buildings have been divided into 17 individual tenant spaces involving auto and boat repair/painting, storage, stone cutting, countertop construction and storage, water

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filtration development, and offices (Appendix A, Sheet A2.1 Existing Floor Plans).

The project site is relatively flat with site grades varying from approximately Elevation 29.3 feet at the northwest corner to approximately Elevation 22.4 feet at the southeast corner of the site, respectively. A channelized section of Belmont Creek runs along the northwestern property boundary. Existing conditions at and in proximity of the project site are depicted in site photos (Figure 3 Existing Site Photos and Appendix A, Sheet A2 Existing Conditions).

The project site is situated at the northern city limit adjacent to Belmont Creek in the Harbor Industrial Area (HIA), and within the Northeast Side planning area of San Carlos. This area has been transitioning from low-intensity commercial and industrial businesses to biotechnology, life sciences, and high-tech office land uses over the last decade. The City of San Carlos 2030 General Plan designates the project site as Planned Industrial, a land use designation intended primarily for research and development, bio-tech, light industrial, flex, warehousing, and related uses. Uses in this land use designation generally include retail, service, office, R&D, and industrial uses. The project site is zoned Light Industrial (IL), which accommodates a diverse range of light industrial uses.

The project site is surrounded by urban development including light industrial and commercial properties (Figure 2). The project site is bordered by Old Country Road to the southwest, Quarry Road to the southeast, commercial development to the northeast and Belmont Creek to the northwest.

2.2 PROJECT CHARACTERISTICS 2.2.1 Project Buildings
The project proposes construction of a research and development (R&D) campus featuring two 6-story office/laboratory buildings and one 10-level parking structure, which includes one below grade level (Appendix A, Sheet A3 Conceptual Site Plan). The two office/lab buildings are 410,072 square feet and the parking structure is 233,822 square feet, while providing 50 percent site coverage (Appendix A, Sheet A1 Vicinity Map, Sheet Index, and Project Data).

The R&D building heights would be 100 feet to the top of the parapet and 113 feet to the top of the mechanical screen shielding rooftop equipment (Appendix A, Sheets A13 to A14.1 Building Elevations). The first floors of both the North Building and South Building would provide a main entrance lobby, restrooms, tenant lounge, and project amenities as described in Project Site Operations. First floors would also house operational functions (i.e., electric rooms, fire booster pump room, loading truck bays, trash enclosures). Office and laboratory space would be located on floors 1 through 6 (Appendix A, Sheets A10.1 to A12.2 Floor Plans).

The parking garage would be 89 feet at the top floor railing and 104 feet to the top of the elevator tower (Appendix A, Sheet A15 Parking Structure Elevation). Glass handrail pedestrian bridges from the parking garage to both the North Building and South Building would be provided from the parking structure level 4 (Appendix A, Sheet A16 Miscellaneous Elevations). The parking garage would extend approximately 10 feet below grade to provide a below ground level of parking. Each parking level would be 10.5 – 11.5 feet tall.

The parking structure would provide 939 vehicle spaces and includes over 550 square feet of building area to provide tenants with a long-term bicycle storage area and a pet spa service.

The proposed buildings would be designed as Type 1B structural steel framed buildings

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with curtain wall glazing, glass fiber reinforced concrete (GFRC), and metal panels. Some sections of the building facades would utilize glazing with a glass reflectance of 15 percent or less for reduction of bird strike potential (Appendix B, Bird-Safe Glazing Treatments).

The skin articulation and fenestration present exposed materials and large metal grid floor to ceiling windows. The 2-story GFRC colonnade base supports the upper four stories finished with clear glazing of a slight bluish tint to allow maximum transparency, while strengthening the visual connection from inside to outside. Primary and secondary vertical elements are defined to create a regular rhythm, while a finer application of staggered horizontal and vertical fins and bluish glass color would be provided on each facade to add visual interest and provide a distinctive campus experience.

Visual renderings of the proposed structures are shown in Appendix A, Sheet A7 View from Quarry Road Looking Southwest, Sheet A8 View of Central Open Space, and Sheet A9 View from Old County Road Looking Southeast.

An artistic element is proposed to be located on the northwestern-most corner of the parking structure on the elevator tower. The design would be reviewed with the City (Appendix A, Sheet A15 Parking Structure Elevation, Elevation 1).

It is anticipated that the project would have two monument signs at the main entrances to the campus off of Old County and Quarry Roads. Site and tenant signage would be installed in accordance with a Signage Program, subject to the requirements of Chapter

18.22 of the Carlos Municipal Code, and review and approval by the Planning Commission.

The Master Signage Program package illustrates the anticipated locations, designs and areas of the signage. .

2.2.2 Project Operations
The development would employ approximately 1,400 people based on an occupancy rate of one employee per 300 square feet, which is a consistent with vehicle trip generation rates used by Institute of Traffic Engineers (ITE) in transportation modeling. This is a conservate estimate given that first floor uses do not house office and lab space as described above in New Buildings.

Private Tenant Uses. The project would provide a research and development (R&D) campus. Potential tenants could come from a range of sectors in this industry such as food tech (e.g., Impossible Foods), electric vehicle tech (e.g., Rivian), drone tech (e.g., Skydio), biotech or life science (e.g., Genentech), robotics (e.g., Tempo Automation), battery tech (e.g., Bloom Energy), or autonomous vehicles (e.g., Waymo or Cruise), among other tenants currently in themarket. Any potential biotech tenants would be limited to Biosafety Level (BSL)-1, BSL-2, or BSL-3 operations, which are described as follows by the U.S.

Department of Health and Human Services Centers for Disease Control and Prevention (CDC).

BSL-1 is suitable for work involving well-characterized agents not known to consistently cause disease in immunocompetent adult humans, and present minimal potential hazard to laboratory personnel and the environment. Work is typically conducted on open bench tops using standard microbiological practices with no special primary or secondary barriers recommended. Facility requirements include a sink for hand washing and doors to separate working space from rest of facility.

BSL-2 is suitable for work involving a broad spectrum of indigenous moderate-risk

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agents that are present in the community and associated with human disease of varying severity. BSL-2 differs from BSL-1 in that: 1) laboratory personnel have specific training in handling pathogenic agents and are supervised by scientists competent in handling infectious agents and associated procedures; 2) access to the laboratory is restricted when work is being conducted; 3) all procedures in which infectious aerosols or splashes may be created are conducted in a biological safety cabinet (BSC) or other physical containment equipment; 4) and autoclave or alternative decontamination method is used for proper disposals. Facility requirements include a readily available sink and eyewash station and self-closing doors.

BSL-3 is applicable to clinical, diagnostic, teaching, research, or production facilities where work is performed with indigenous or exotic agents that may cause serious or potentially lethal disease through respiratory transmission. In addition to BSL-2, all procedures involving the manipulation of infectious materials must be conducted within BSCs or other physical containment devices. Facility requirements include a hands-free sink and eyewash available near the exit, exhaust air cannot be recirculated, the laboratory must have sustained directional airflow by drawing air into the laboratory from clean areas towards potentially contaminated areas, and the entrance to the lab is through two sets of self-closing and locking doors.

The proportion of accessory office use of a future tenant would depend on both its sector within the R&D industry and where the tenant is in its product cycle. Given that the prospective tenants are unknown at this time, the project is being designed to allow for the broadest potential demand ranging from 75% lab and 25% office to 25% lab and 75% office use.

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1 The prospective tenants are unknown at this time, the project is being designed to allow for the broadest potential demand ranging from 75% lab and 25% office to 25% lab and 75% office use for research and development
Any potential biotech tenants would be
limited to Biosafety Level (BSL)-1, BSL-2, or BSL-3 operations, which are described as follows by the U.S. Department of Health and Human Services Centers for Disease Control and Prevention (CDC).

BSL-1

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2 BSL-2
BSL-3 is applicable to clinical, diagnostic, teaching, research, or production facilities where work is performed with indigenous or exotic agents that may cause serious or potentially lethal disease through respiratory transmission.

The proportion of accessory office use of a future tenant would depend on both its sector within the R&D industry and where the tenant is in its product cycle.

Given that the prospective tenants are unknown at this time, the project is being designed to allow for the broadest potential demand ranging from 75% lab and 25% office to 25% lab and 75% office use.

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4 Infectious Disease Research involving
highly pathogenic and primarily aerosol transmitted agents (I.e., Risk Group 3 agents) has the potential to present significant risk to individuals, the community, and the environment. The ability to safety conduct research activities is largely dependent upon the highly engineered Biosafety Level 3 (BSL-3) laboratory, the highest-level containment facilities currently operated by the UC. The primary objective of these laboratories to is provide the best possible physical containment at the highest attainable standards.

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5 primarily BSL-3 laboratories

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6 In other
business, councilmembers shared support for holding a study session on biohazard levels and agreed they’d like to codify in city policy a limit on the level of biohazards permitted in the city following community pressure to do so.

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7 Officials noted only 15 biohazard level 3 sites are located in California with no biohazard level 4 sites currently in the state. But with an influx of life science projects coming to the city, community members implored the council to take action. Council members directed city staff to draft a policy that would be implemented into a broader update to the city’s general plan that’s already occurring due to updates to the city’s housing and safety elements.

The ability to
safety conduct research activities is largely dependent upon the highly

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8 engineered Biosafety Level 3 (BSL-3) laboratory, the highest-level containment facilities currently operated by the UC.

Focusing Gilead’s real-estate strategy on
scientific efficiency rather than operational economics served the company well during the pandemic. When COVID-19 hit, Joydeep Ganguly, senior vice president of corporate operations, and his team engineered and delivered a Biosafety Level 3 (BSL-3) laboratory on the main campus in only four weeks, so Gilead’s scientists could work with the virus safely. Amid unprecedented urgency to create drugs, the innovative campus and laboratory systems played an important role in attracting crucial talent to the company

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9 But today’s real-estate team has new responsibilities, namely: making the current footprint consistent with corporate objectives and the moments that matter. This calls for a different set of decision makers. The CEO can set the real-estate agenda, supported by the chief human-resources officer (CHRO), the CIO, the CFO, and the head of real estate. Experts from all these domains can help make real estate a source of competitive advantage.

In the wake of the pandemic, historical precedent or cultural or industry norms should not shape real-estate decisions. Today, a company’s larger goals must serve as the guide. CEOs and executive teams know what makes companies successful and are best positioned to create a physical environment to match.

Merging a company’s approach to real estate with its strategy is a change in the way things have been done and a new responsibility. It’s also a once-in-ageneration opportunity to act boldly and emerge from the pandemic stronger and more competitive than ever.

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10 I find that although the proposed Project could have a significant effect on the environment, there will not be a significant effect in this case because revisions in the Project have been made by or agreed to by the Project proponent.

Some agencies and
applicants may seek to steer projects with potential adverse impacts toward preparation of a Negative Declaration or a Mitigated Negative Declaration and away from a full Environmental Impact Report (EIR) based on an aversion to the additional time and cost associated with EIRs. But it may be advisable to do just the opposite, especially when opposition is certain and litigation likely.

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11 “fair argument” standard of review
13 It takes only one piece of substantial evidence
showing that a project may have a significant adverse impact to require preparation of a full EIR under the fair argument standard, even if other and more voluminous contrary evidence exists.14Given this very low threshold, there is much less risk of losing a CEQA challenge if an EIR is prepared from the outset for big or controversial projects.

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12 However, while they are more intense, for a planar building (such as the proposed Project), glancing reflections will never be abnormally intense (i.e., exceed what the sun naturally creates). They also tend to be brief and take up a smaller portion of an observer’s field-of-view. noticeable reflections can still occur if they
emanate from a large, continuous area of glass that makes up a large fraction of an observer’s field of view.

RDWI concluded that the glazed facade design is not expected to create reflection effects that are atypical or unusual for an urban context.

The southeast facades have the potential to create visual reflections on Old County Road, El Camino Real, Quarry Road, the Caltrain tracks and the residences west of the site. The potential for reflection effects is not expected to be atypical of what is seen of many buildings in an urban context and in the case of the residences to the west, reflections would only be possible for those properties at or below the elevation of the roofs of the project Reflections are
not expected to present a significant risk to drivers or the train line not atypical for unusual for an urban context.

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14 The most common bird strike zone is from the ground to 60 feet, and then again at 500 feet for skyscrapers (SF Planning Department 2011).

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15 the impact of artificial lighting on wildlife is
less than significant, and no additional mitigation is required.

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16 CEQA Guidelines section 15145 sets
forth that, “if, after a thorough investigation, a Lead Agency finds that a particular impact is too speculative for evaluation, the agency should note its conclusion and terminate discussion of the impact.” Trying to estimate specific health risk estimates for a project, such as the one being proposed, that does not have a known tenant / proposed activity is not appropriate nor possible because of the varying types and quantities of TAC emissions that could be emitted by the different tenants and the specific manner that those TACs could affect receptors. , including the requirements that TAC
emissions associated with a project not exceed a cancer risk greater than 10.0 in a million,
This analysis, therefore, focuses on the TAC emissions estimates associated with the project that are known at this time (i.e., those from emergency back-up generator operation).

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17 In addition, two other projects are being proposed in proximity of the project site that would have the potential to expose receptors to TAC concentrations, a project at 601 Harbor Boulevard and another at 608 Harbor Boulevard. The specific timing of these projects, as well as emissions characteristics of them, are not currently known. Therefore, as a conservative practice, it is assumed that each project would result in risks of 9.9 excess cancers per million for receptors.

Operational Emissions

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18 Laboratory Use. The proposed project could generate fugitive emissions of ROG through laboratory research activities undertaken by future tenants.

The proposed project’s operational emissions were estimated using CalEEMod version 2020.4.0, with the exception of ROG emissions from laboratory use, which were estimated using average emission factors for a Type II (General Biology) laboratory obtained from a Health Risk Assessment prepared by Yorke Engineering for the University of California, Davis (Yorke 2018).

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19 During operation, any potentially odorous emissions that may be released due to research and development activities (e.g., those conveyed to the roof exhaust ports via fume hoods) would have ample time to disperse given their release height and proximity to receptors (or lack thereof) around the building.

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20 The rise
in sea level could raise water levels at Belmont Creek and intensify the flooding issues at Belmont Creek between El Camino Real and US-101. The City of Belmont’s current Twin Pines Park Belmont Creek Restoration project, previously mentioned, has the potential to alleviate much of the downstream flooding issues (Langan 2022a).

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21 ). Project development
would result in flood water being diverted around project buildings resulting in the redirection of flood waters.
, the existing site experiences flooding
generated by runoff from Old County Road north of the site. The project would prevent flood water from draining from Old County Road onto the 642 Quarry property, resulting in raised hydraulic grade line in the street from the current flooding condition
As a result, any rise in street flood level resulting from prevention of public flood water draining onto the 642 Quarry would be less than one foot of additional depth, compliant with City municipal code section 15.56.100 A.4. There is no information to suggest that the project would redirect flood waters to other properties.

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22 Belmont Creek Flooding Potential
Since water levels in sections of Belmont Creek adjacent to the property are only inches above the streambed in summer months, dewatering may cause segments of Belmont Creek to temporarily dry during construction. d) In flood hazard, tsunami, or seiche zones, risk release of pollutants due to project inundation?

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24 In an extended power failure, temperatures in a
glass high-rise could quickly rise or fall to dangerous levels.

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25 During a major earthquake on a segment of one of the nearby faults, strong to very strong shaking is expected to occur at the site. Very strong shaking during an earthquake can result in ground failure such as that associated with fault rupture, soil liquefaction, lateral spreading, differential compaction and earthquake induced landsliding. The results of the field investigation conducted by Rollo and Ridley were used to evaluate the potential of the above ground failure conditions occurring at the project site (Rollo and Ridley 2021).

According to the geotechnical study, the project site is within an area where liquefaction associated permanent ground displacement may occur and that pockets of liquefiable soil could be encountered within the alignment of the

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26 former creek. Further analysis found that the soil below the water table has sufficient fines content and density to resist liquefaction during a seismic event on a nearby fault. Global liquefaction is not anticipated. . Because global liquefaction is not anticipated
The proposed
project does not currently involve groundwater extraction; however, the geotechnical report noted that dewatering could be required during excavation depending on the depth of proposed improvements. The report suggests that dewatering can be performed using dewatering wells installed along the perimeter of any interior excavations.

Liquefaction is a transformation of soil from a solid to a liquefied state during which saturated soil temporarily loses strength resulting from the buildup of excess pore water pressure, especially during earthquake-induced cyclic loading. soil below the water table

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27 3.9.2 Regulatory Setting
ASTM International Guidelines
Hazardous Materials Transportation Act
The HMTA preempts state and local governmental
requirements that are inconsistent with the statute unless that requirement affords an equal or greater level of protection to the public than the HMTA requirement.

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28 International Fire Code
California Code of Regulations Title 22
California Code of Regulations Title 27
Unified Hazardous Waste and Hazardous Materials Management Regulatory Program (Unified Program)

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29 Hazardous Biological Materials
The U.S. Health and Human Services (HHS) Centers for Disease Control and Prevention (CDC) and U.S. Department of Agriculture USDA implemented regulations that govern the possession, use and transfer of certain biological agents and toxins, defined as select agents (42 CFR 73, 7 CFR Part 331, and 9 CFR 121).

These facilities are subject to periodic CDC and USDA
inspections. The CDC Biosafety in Microbiological and Biomedical Laboratories (BMBL) manual provides guidance on lab safety serves as the cornerstone of biosafety practice in the United States. Though it is an advisory document

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30 The Occupational Safety and Health Administration (OSHA) promulgated 29 CFR 1910.1030, Occupational Exposure to Bloodborne Pathogens (Standard). a) Create a significant hazard to the public or the environment through the routine transport, use, or disposal of hazardous materials?
Operational Waste

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31 isotope waste would be regulated by the state
and site; the tenant must apply and pass an inspection to be licensed to generate the above types of wastes.

Project Construction
As noted above in the environmental setting, soil vapor samples from the site exhibited VOC concentrations at above their respective ESL values for commercial land use. Soil testing would be done for soil that would be excavated and off-hauled during grading/excavation activities as required by receiving facilities to confirm suitability of soil for disposal.

Project Operations
The scope and types of hazardous materials
that would be utilized within the operations of these buildings would depend on

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32 the tenant and its sector of the research and development field. The type of hazardous materials requiring handling, storage, or disposal by a prospective tenant would be identified at the time an individual tenant’s permit is proposed.

Hazardous Materials Storage and Generation
Prospective project tenants must submit an HMBP if their hazardous materials storage meets minimum thresholds of 55 gallons, 500 pounds, or 200 cubic feet at any time during the area.

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33 San Mateo County EHS CUPA inspectors conduct initial and periodic inspections of business to evaluate compliance with the HMBP and/or Hazardous Waste Generator Program requirements. The CUPA inspector typically conducts an unannounced inspection at the facility to observe hazardous materials storage and handling activities and/or hazardous waste generation activities and storage locations, container management, emergency equipment and response procedures, hazardous waste disposal records, and employee training plans and records.

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35 Biosafety Operations – Draft Condition of Approval
Project Operation

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36 Although compliance with applicable regulations
would make it unlikely, project operation could result in the accidental release of one or more of these materials into the environment.

Furthermore, San Mateo County Health is required to conduct ongoing routine inspections to ensure compliance with existing laws and regulations; to identify safety hazards that could cause or contribute to an accidental spill or release; and to suggest preventative measures to minimize the risk of a spill or release of hazardous substances (San Mateo County Health, 2022).

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37 c) Emit hazardous emissions or handle hazardous or acutely hazardous materials, substances, or hazardous waste within one-quarter mile of an existing or proposed school?
There are no schools within one-quarter mile of the
project site. The schools closest to the project site are Little Hands Pre-School and SC Art Academy, both of which are located approximately 0.3 miles northwest of the project site. The closest day care is one mile away.

The Phase I ESA concluded that there are two noteworthy RECs in connection with the project site: (1) presence of VOCs in soil vapor above the July 2019 ESL, and (2) staining on ground surface from chemicals and leaking drum observed at 151 K Old County Road.

Housekeeping practices for hazardous materials and wastes in several tenant spaces are currently substandard. Several tenants have numerous containers of hazardous materials were unlabeled at the time of the site inspection and do not

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38 appear to have appropriate permits or documentation from an environmental regulatory agency (e.g., San Mateo County CUPA).

VOCs of benzene, PCE, naphthalene, and TPHg (as TVH reported as hexane) present in soil vapors sampled from the site exceed the Environmental Screening Level for commercial uses. Soil vapors could intrude into the project development. Staining on ground surface from chemicals and leaking drum observed at 151 K Old County Road could indicate soils with higher-thanexpected/allowed contamination may be encountered during site redevelopment.

San Carlos established an
Emergency Operations Center program in 1987. San Mateo County Sheriff’s Office of Emergency Services (OES) is responsible for coordinating emergency response in the county. The OES operates under a Joint Powers Agreement with the 20 incorporated cities in the county (OES 2014).

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40 Belmont Creek has been subject to historical flooding due to insufficient carrying capacity in the constructed channel in the lower watershed. The City of Belmont has dredged the portion of Belmont Creek between El Camino Real and Old County Road five times between 2012 and 2019 in an effort to increase creek capacity. Severe erosion and upstream bank failures causing downstream sediment deposition is another source of the flooding between Old County Road and US-101 (City of Belmont 2019). The City of Belmont, in conjunction with the County of San Mateo, is implementing the Belmont Creek Restoration project at Twin Pines Park in an effort to restore the banks of Belmont Creek by June 2024 (California Natural Resources Agency 2022).

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42 ii) Substantially increase the rate or amount of surface runoff in a manner which would result in flooding on- or off-site;
iii) Create or contribute runoff water which would exceed the capacity of existing or planned stormwater drainage systems or provide substantial additional sources of polluted runoff;
The projected sea level rise range is 2.4 – 3.4 feet with a 66% probability of occurrence in San Francisco for the year 2100 (Langan 2022a). The rise in sea level could raise water levels at Belmont Creek and intensify the flooding issues at Belmont Creek between El Camino Real and US-101. The City of Belmont’s current Twin Pines Park Belmont Creek Restoration project, previously mentioned, has the potential to alleviate much of the downstream flooding issues (Langan 2022a).

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43 Building Height and FAR
The project proposes a PD with a
maximum building height of 120 feet, which exceeds the maximum building height of 75 feet for the IL District. The proposed development would also have a FAR of 3.13 including the covered parking structure and a FAR of 2.0 excluding the parking spaces and circulation within the parking structure, which exceeds the maximum FAR of 1.0 for the IL District.

San Carlos Airport Land Use Compatibility Plan
The maximum building height and roof screen is 142
feet above sea level (North Building). The maximum roof-mounted equipment height is 147.2 feet above sea level (North Building).

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44 Long-term, Operational Noise Levels
It is anticipated that these types of noise (e.g., operation of vehicles, fans operating for various purposes – such as heating, ventilation, and air conditioning (HVAC), etc.) would be similar in nature to those that currently exist at the site, but that the proposed project would relocate these sources and increase the number of sources operating

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45 Hourly Project Daytime and Nighttime Operational Noise from Stationary Sources , the City of San Carlos maintains
daytime and nighttime average noise level standards of 55 dBA and 45 dBA, respectively, for non-transportation- related noise sources at receiving residential land uses.
existing ambient daytime noise environment in the Belmont community west of the project site is approximately 62 dBA, and the existing ambient daytime noise environment north of the project site near potential future residential receptors at 608 Harbor Blvd is approximately 66 dBA. Both of these noise levels exceed the San Carlos’ General Plan daytime standard of 55 dBA; thus, the 62 dBA and 66 dBA noise measurement data are used as the daytime standard for this analysis, consistent with that allowed for in the City’s General Plan. 2 indicate that the existing ambient noise
environment at the 5th Ave residences is approximately 69 dBA Ldn, which is considered to be “Conditionally Acceptable.” A 24-hour noise level reading of 69 dBA Ldn is also considered “Conditionally Acceptable” for multifamily residential

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46 land uses, such as the potential residential receptors that could be located at 608 Harbor Blvd should that project be approved.

Other General Plan Policy Considerations and Conclusion The noise level standards maintained by the City of Belmont are slightly lower than those in the City of San Carlos;
Thus, it is neither
practical nor necessary for project noise sources to be reduced so far below the existing ambient environment to avoid a significant impact.

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47 City of San Carlos has a population of
approximately 30,722,
a) Induce substantial unplanned population growth in an area, either directly (for example, by proposing new homes and businesses) or indirectly (for example, through extension of roads or other infrastructure)? provide jobs for approximately 1,400 employees.

The City’s 2030
General Plan EIR (DCE 2009) projects a jobs increase of roughly 9,000 employees between 2008 and 2030

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48 Within the system there are ten
storage tanks in which a combined total of 11,360,000 gallons of water are stored The proposed water demand for the project is estimated to result in an incremental increase above existing site use by 73,400 gallons per day (or 27 million gallons per year.

Further, supply
shortfalls that are currently projected during dry years are anticipated to occur irrespective of the three new development projects.

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52 would be identified at the time an individual tenant’s permit is proposed.

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54 Within the system there are
ten storage tanks in which a combined total of 11,360,000 gallons of water are stored
The proposed water demand for the project is estimated to result in an Incremental increase above existing site use by 73,400 gallons per day (or 27 million gallons per year.)

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642 Quarry Road Life Science Project City of San Carlos Response to Comments April June 2023 REVISED
Attachment 2
Solar Reflection Design Review

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642 Quarry Road Life Science Project City of San Carlos Response to Comments April June 2023 REVISED
Attachment 3
Bird Strike Analysis

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Date: August 10, 2022
To:

CC:

From:

Shannon Allen, Good City Company
Logan Daniels, Presidio Bay Ventures
Kim Briones and Kate Werner
Re: 642 Quarry Road Development Project – Avian Collision Risk Assessment (MIG Project No. 16132.13)
MIG has completed an avian collision risk assessment for the 642 Quarry Road Development (Project) in San Carlos, California. The project comprises construction of three buildings including two 6-story office buildings (North and South Building) and one 8-level building (Parking Structure) parking structure. Under contract with Good City Company, MIG has assessed the potential for avian collisions to occur with the proposed buildings and potential impact, the effectiveness of the bird-safe design features proposed as part of the project, and provides recommendations for bird-safe design options. This report summarizes our analysis of bird collision hazards and provide an assessment of appropriate bird-safe design options for each of the three buildings.

Methods
On March 4, 2022, MIG Senior Biologist Kim Briones conducted a reconnaissance survey of the site. During this survey, Kim walked the entirety of the project site, including the area along Belmont Creek to evaluate existing conditions. During the survey, Kim observed bird activity throughout the site and along Belmont Creek to ascertain avian activity levels, assess the quality of the habitat on the site and in the immediate vicinity of the site. She also reviewed the October 15, 2021 architectural layouts and renderings for the proposed buildings prepared by DES Architects + Engineers and assessed the potential for location-related hazards and feature-related hazards to birds. These hazard types are defined as follows:

A location-related hazard is a building that is located within 300 feet of an urban bird refuge (e.g., within 300 feet of habitat that is 2 acres or more; SF Planning Department 2011). High-quality habitat that is less than 2 acres would also qualify as a locationrelated hazard.

A feature-related hazard is a feature that creates a hazard for birds that is not related to the location of the building relative to urban bird habitat (SF Planning Department 2011).

Examples include clear glass walls, glass corners, interior plantings visible from outside, skywalks, greenhouses on rooftops, and glass balconies.

For this assessment, Kim evaluated proposed glass facades; assessed the potential for avian collisions with the façades, taking into account the location of the proposed buildings relative to food or structural resources (such as vegetation); the distance from the proposed glass façades to those resources; the potential for vegetation to be reflected in the glass façades; the existing conditions of the façades of other buildings in the vicinity, and proposed lighting.

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Results
Existing Conditions
The site is surrounded by commercial and residential development, and roads, and is bordered by Belmont Creek, a perennial creek, to the northwest. These habitats, the avian species that are expected to occur within these habitats, and species that were observed are described below.

Developed
The project site is primarily developed and supports several commercial buildings and a paved parking lot. Little vegetation is present on the site, except a small area landscaped with trees, lawn, and groundcover vegetation on the southwest corner of the site. The landscaped area primarily supports non-native ornamental trees including red flowering plum (Corymbia ficifolia), mayten (Maytenus boaria), cherry (Prunus avium), hollywood juniper (Juniperus chinensis 'Kaizuka), Photonia (Photinia fraseri), weeping bottlebrush (Melaleuca viminalis), Chinese pistache (Pistacia chinensis), Carolina cherry laurel (Prunus caroliniana), Saucer magnolia (Magnolia x soulangiana), dwarf brush cherry (Eugenia uniflora), African fern-pine (Afrocarpus falcatus), purpleleaf plum (Prunus cerasifera). One native species, coast live oak (Quercus agrifolia), is represented by two trees in this area. Other low-lying vegetation includes English ivy (Hedera helix), day lily (Hemerocallis sp.), and other scattered forbs. Most of these trees are mature and several, including the cherry and bottlebrush trees, are flowering species.

Within the developed area, lighting is minimal. For example, no free-standing lights are present in the main parking areas surrounding the buildings; however, most of the buildings support exterior light fixtures and lighting along the surrounding streets is minimal with only a handful of existing streetlights along Old County Road and Quarry Road.

Riparian Habitat
Belmont Creek and its associated riparian habitat is approximately 30 feet wide. The creek supports sparse emergent vegetation including cattails (Typha sp.), tall flatsedge (Cyperus eragrostis), and watercress (Nasturtium officinale).The associated riparian vegetation supports dense patches of arroyo willow (Salix lasiolepis), Himalayan blackberry (Rubus armeniacus), California blackberry (Rubus ursinus), vinca (Vinca major), garden nasturtium (Tropaeolum majus), English ivy, giant horsetail (Equisetum telmateia), and fennel (Foeniculum vulgare), and a single gum tree (Eucalyptus sp.). Vegetation along the north side of the creek is dense and forms a nearly continuous canopy of willows and understory cover of blackberry. However, the south side of the creek is open and dominated by low-growing herbaceous vegetation. In general, due to the narrow width of the riparian corridor, dense development surrounding the creek, and narrow development/riparian buffers (in some places the adjacent buildings are directly connected to the riparian vegetation), the quality of this habitat is marginal.

Avian Activity under Existing Conditions
Habitat conditions on the site are of marginal quality for native birds. The landscaped area on the southern corner of the site is the only area on the site that provides potential foraging habitat. The trees and shrubs in this area also provide moderately good quality nesting substrate. Although some urban-adapted species such as mourning doves (Zenaida macroura), house finches (Haemorhous mexicanus), and black phoebe (Sayornis nigricans) will nest on

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anthropogenic structures such as ledges and light fixtures, few such opportunities were observed on the existing buildings. Other common urban-adapted species that could potentially nest in the trees in the landscaped area include Bewick’s wren (Thryomanes bewickii), lesser goldfinch (Spinus psaltria), and California scrub-jay (Aphelocoma californica). Other species that could occur and were observed on the project site during the reconnaissance survey include Anna’s hummingbird (Calypte anna), common raven (Corvus corax), and house finch. In addition, the English ivy and other low-growing vegetation may be attractive to the dark-eyed junco (Junco hyemalis). All of these species are local residents and can be present on the site year-round. Migratory species and winter visitors that could stopover to rest and forage include cedar waxwings (Bombycilla cedrorum), white-crowned sparrow (Zonotrichia atricapilla), and yellow-rumped warbler (Setophaga coronata).

Waterbirds that may occasionally forage in Belmont Creek include mallards (Anas platyrhynchos) and snowy egret (Egretta thula). However, the creek is not expected to attract large numbers of waterbirds. Further, due to the likely presence of feral cats, raccoons, and other urban predators, the small numbers of water birds that may stopover in the creek are not expected to breed there. Resident landbirds that may forage and nest in the riparian habitat include California scrub jay (Aphelocoma californica), Brewer’s blackbird (Euphagus cyanocephalus), Bewick’s wren (Thryomanes bewickii), and bushtits (Psaltriparus minimus).

Migratory birds and winter visitors that may stopover in the landscaped area of the project site may also be attracted to the riparian corridor to rest and forage in this habitat. Additionally, the San Francisco common yellowthroat (Geothlypis trichas sinuosa), a California species of special concern, occurs in the region. This species typically nests in herbaceous vegetation in wetlands and riparian habitats and could nest in the portion of the creek adjacent to the project site.

One red-tailed hawk was observed perched on a building on the project site adjacent to the creek during the site visit. While this species nests in large mature trees, they typically nest in trees in mature forests; thus, they are not expected to nest on the section of Belmont Creek bordering the project site. Furthermore, no other species of raptors are expected to nest on the site or along this section of Belmont Creek, due to the short stature of the trees. Avian Species that were observed in the riparian area during the site visit include Brewer’s blackbird (Euphagus cyanocephalus), dark-eyed junco, black phoebe, and California towhee.

The project site is approximately 1.5 miles west of the San Francisco Bay and associated bayland habitats, which are known to attract large numbers of resident and migratory birds.

However, most of the species that occupy the bayland habitats are not expected to preferentially traverse between these areas as there is no natural habitats between the site and the Bay and no high-quality habitat on or near the project site. Despite its marginal quality, the creek may be perceived by birds as a refuge in the developed landscape, occasionally attracting small numbers of birds to the riparian habitat of Belmont Creek.

Avian Activity under Proposed Conditions
Following project construction, avian activity on the site may increase slightly due to the proposed landscaping on the site and removal of existing buildings encroached near the top of the creek bank. The landscaping would improve the quality of habitat for birds by increasing the available area of cover, forage, and resting areas on the site, compared to existing conditions.

Additionally, the new buildings would be set back 25 feet from the creek resulting in a wider creek corridor compared to existing conditions. The increased buffer distance between the creek and site buildings and future restoration of Belmont Creek adjacent to the project site (not part of this project), which would presumably include the addition of riparian plantings, would

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further increase habitat conditions for birds adjacent to the site. Even so, conditions on the site and adjacent to the site are not expected to increase so much so that large numbers of birds would be expected to be attracted to the site after the project is completed.

Bird Strike Assessment
Proposed Project
Glass windows and facades have the potential to cause injury or mortality to birds because they do not perceive glass as an unobstructed barrier to movement. As result, they have the potential to collide with glass walls or windows if the glass reflects the sky or nearby vegetation; when vegetation behind transparent glass (such as behind glass railings) appears unobstructed; or when glass corners are perceived as an unobstructed route. Collision risks are low for infill projects that are isolated from natural habitats, but risks can be greater in areas near open space areas, parks, riparian habitats, and other aquatic habitats that attract birds (i.e., locationrelated hazards). Development projects near avian habitat on their own do not immediately increase collision risks to birds. There are a wide variety of design elements that increase the avian collision risks. Design elements that increase risks include proximity to natural habitats, amount and type of glass used on the building façade, size of the building, and type of vegetation and location of vegetation around and on the building (i.e., feature-related hazards).

The most common bird collision zone is from 60 feet above the ground level, and at 500 feet for taller buildings such as skyscrapers (SF Planning Department 2011). The proposed Project involves the redevelopment of a site that contains several single-story commercial industrial buildings with two 6-story life sciences buildings (Building 1 and 2) and a 10-level parking structure (Figure 1). The northwest side of Building 1 is proposed to be glazed with a bird-safe glazing for the first 60 feet along that façade.

Location-Related Hazards
The project site is located adjacent to Belmont Creek. The area of riparian habitat associated with the creek adjacent to the site as well as the entire reach of creek from El Camino Real to Industrial Road is Highway 101 is less than 2 acres. As noted above, birds are active on the project site and along the adjacent creek in low numbers. Activity after the project is constructed is expected to be slightly higher compared to existing conditions. Even so, MIG does not consider this area to be a high activity area for birds. Furthermore, the site and adjacent creek are not considered to be high-quality habitat currently or after the project is completed.

Therefore, the project would not result in any location-related hazards as defined by the SFPD Standards for Bird Safe Buildings (SF Planning Department 2011).

Feature-Related Hazards
As noted above, a feature-related hazard is any project feature that creates a hazard for birds that is not related to the location of the building relative to urban bird habitat. In our analysis, MIG identified several features of the project that would result in feature-related hazards to birds. These hazards are described below.

Landscaping was taken into consideration in this analysis because it could draw birds on to the site. Landscaping is proposed in areas between the three structures and along the north, south, and east perimeter of the site boundaries (Figure 1). Landscaping includes a combination of trees, shrubs, vines, and turfgrass. Additionally, a community botanical garden is proposed on the southwest side of Building 2. Although not part of this project, restoration of Belmont Creek adjacent to the project site is planned in the future and would presumably incorporate a variety

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of riparian plantings along the creek that would widen and improve the riparian corridor within the new 25-foot creek setback. Although the trees and other landscaping elements on the project site would be sparsely situated, they would have some habitat value for birds, which would likely be attracted to these new landscaped areas to forage and rest. Movement onto the site for nesting is expected to be low, due to the expected human presence on the site. Based on the locations of the landscaping, small numbers of birds are expected to move across the site, within the first 60 feet above the ground during daily movements. This activity is primarily expected in the central open space area, in the southern site corner between Buildings 1 and 2, in the botanical garden area, and minimally along Old County Road (Figure 1). Very little movement is anticipated toward the fire access lane southeast of the parking structure or along Quarry Road.

Figure 1. October 15, 2021 Landscape Concept Plan for the 642 Quarry Road Project and the expected movement of birds across the site.

Buildings 1 and 2. Buildings 1 and 2 would incorporate glazed glass facades with blue-tinted glazing on all sides and on each level of the building (Figure 2). The applicant has proposed to use etched frit glazing, which is visible to birds, on the first 60 feet of the northwest side of this building facing Belmont Creek. The glazing would reduce the potential collision risk for birds on the northwest side of Building 1. However, because of the connection of habitat between the creek and the central open space area and the expected movement of birds across the site, there is some potential for small numbers of birds to collide with glass facades on the first 60 feet of the northeast and southeast sides of Building 1 and the northwest and southwest sides of

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Building 2. Birds may collide with these facades when the sky and landscaped trees are reflected in this glass. Furthermore, if any interior building plantings are visible from outside the building within the first 60 feet on those sides of the buildings (not shown on architectural renderings), birds may collide with the glass facades if they try to access those plantings.

Both buildings incorporate glass railings along their balconies (Figure 3). The southwest and southeast balconies on Building 1 would have glass railings on the 6th floor. The southwest side of Building 2 would have glass railings on the 5th floor balcony. Based on the architectural renderings, container plantings would be placed behind the glass railings along the balconies of both buildings. The balconies of both buildings are located just above 60 feet where greatest amount of bird activity typically occurs. However, there is some potential for birds to be attracted to the line of plantings along the balcony and to collide with the glass railings in front of the plantings or with the glass windows behind the plantings. Additionally, birds may collide with the glass corners on these balconies if they may see the balcony plantings through the glass and not perceive the glass corners as an obstruction.

Figure 2. Glass facades on Building 1 and 2 of the 642 Quarry Road Project.

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Figure 3. Balconies with clear glass railings on the 6th floor of Building 1 (left) and the 5th floor of Building 2 (right).

Green Roof Terraces. Building 1 and 2 also incorporate green roof terraces that would be landscaped with trees and other plantings (Figure 4). Based on the architectural renderings, the roof deck railing on Building 1 would be opaque and perceived as an obstruction to birds in flight. However, the railing on Building 2 would be made of clear glass. The terraces are not expected to attract large numbers of birds due to the sparse vegetation on the roofs and the lack of vegetation surrounding the roofs. Furthermore, the terraces are located above the area of most daily bird activity but may be visible to and visited by small numbers of migratory and other birds flying over the site. Even so, migrants or other birds flying overhead may occasionally descend to these green roofs, and these birds may collide with glass railings along the edges of the green roofs.

Figure 4. Green Roof Terraces on Buildings 1 and 2 of the 642 Quarry Road Project.

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Pedestrian Bridges. Pedestrian access to the buildings from the parking structure will be provided by two pedestrian bridges connecting Building 1 and Building 2 at level 4 of the parking structure (Figure 5). These bridges have a metal frame and incorporate clear glass railings. The metal frame overlaps with the glass railing, and this increases the visibility of this bridge.

However, birds may still perceive glass in the area between the framing as an unobstructed opening and collide with this glass. This structure is below the 60-foot daily area of activity of most birds. As indicated in the project renderings, these structures are slightly above the tree lines of the central open space landscaped area. However, small numbers of birds may fly above the tree line in this area and result in some collisions.

Figure 5. Pedestrian Bridges Connecting Buildings 1 and 2 to the Parking Structure.

Figure 6. Pedestrian Bridge Elevation Drawings for Buildings 1 and 2 showing glass handrails and metal frame.

Parking Structure. Based on the architectural renderings, most of the parking structure is an open-air structure with a mix of metal mesh façade panels (Figure 7). Much of the parking structure façade would incorporate alternating (i.e., open-panel-open) opaque metal mesh

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panels. Half of the southwest side of the stairwell façade would also incorporate a metal mesh panel. The south corner of the stairwell façade would incorporate clear, blue-tinted glass from the bottom level to the top level. This design feature creates a clear corner that may be perceived as an unobstructed flight path to birds moving through the area. Because small numbers of birds are expected to move through the site, this design feature could result in small numbers of avian collisions.

Figure 7. Parking Structure at the 642 Quarry Road Project Figure 8. View of Parking Structure Looking Northeast at the 642 Quarry Road Project.

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Lighting
Exterior night lighting associated with buildings has the potential to disorient migrating birds that are flying overhead, and this is compounded during poor weather such as fog and mist. When birds descend into lighted areas they may be confused and collide with structures (Van Doren et al. 2017). Additionally, there is growing evidence that red and white light (white light contains red wavelengths) may contribute to collision hazards because many birds appear to become confused and disoriented by these lighting colors (Poot et al. 2008). While migratory birds generally fly well above the height of the Project buildings, the proximity of the site to Belmont Creek, especially due to its proximity to the Bay, may attract birds to fly lower to stopover and rest in the area, including the riparian area of the creek.

Lighting that would result from the project would increase compared to existing conditions.

Based on our review of the October 15, 2021 Site Lighting Plans (Sheets L-12 and L-14) and Site Lighting Cut Sheet (Sheet L-16), the Project would incorporate a variety of exterior night lighting fixtures in the areas between the buildings, on the roof decks, along the perimeters of the buildings (i.e., along Quarry Road and Old County Road), and along Belmont Creek.

Based on our review of these plans, the proposed project lighting would produce a variety of effects including uplighting, unshielded lighting, upwards light spillage, and downlighting on the site (Figure 9). The proposed lighting types that would produce uplighting, unshielded lighting, or light spillage are Types A, B, E, F, K, M, N, P, Q, and S. These types of lighting fixtures can over illuminate the surrounding sky, and potentially attract and disorient birds attempting to stopover along Belmont Creek and have the potential to result in avian collision impacts for birds attempting to land in the creek or on the site. The proposed types of lighting that produce downlighting or shielded lighting are Type C, G, H, J, and R. These types of lighting fixtures face downward or are shielded to have a low angle of light spillage to the surrounding air space.

Because these types of lighting do not encroach in the surrounding air space, they have a low potential to effect bird behavior that would result in avian collision impacts. Based on our analysis, the effect of Type D lighting is unclear, but may only produce downlighting. Type L lighting may produce both uplighting and downlighting.

Due to the proposed lighting and the proximity of the site to the Bay (a known migratory route for birds), there is some potential for proposed lighting that produces uplighting, upwards light spillage, or is unshielded to attract and draw birds that are migrating through the area at night.

Similarly, birds migrating through the area that are attracted to the site lighting could become disoriented, which may potentially contribute to avian collisions with the buildings on the site.

Additionally, interior building lighting would also illuminate the areas surrounding the buildings.

This additional lighting would further compound the potential collision risks to birds that would be attracted to, and potentially become disoriented by, the illuminated areas of the Project site.

While there is potential for birds to collide with the buildings on the site, the number of birds is expected to be low. However, when combined with the potential for daytime collision risks, and potential collisions associated with similar projects in the area, the impact of such collisions would be potentially significant under CEQA.

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Figure 9. Examples of downlighting and shielded lighting on the left; and uplighting, unshielded lighting, and upwards light spillage on the right (SF Planning Department 2011).

Summary
There are no adopted San Mateo County or City of San Carlos bird-safe standards. Based on our analysis, despite the bird-friendly design features of Building 1 and the relatively low levels of bird activity expected on the site, there could be a cumulatively significant loss of birds over time on the site and in combination with similar development projects in the City. Such cumulative impacts are potentially significant under CEQA. Considering this, we have made the following recommendations to reduce bird collision risks on the site.

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Recommendations
Facades
Glass facades on Buildings 1 and 2. Add bird-safe glaze to the first 60 feet of glass facades on the northeast and southeast sides of Building 1 and on the northwest and southwest sides of Building 2.

Balcony glass railings. If container plantings are used on the balconies, incorporate bird-safe glazing on the balcony glass railings or an opaque railing. Additionally, building facades and corners behind the plantings on the 6th floor of Building 1 and on the 5th floor of Building 2 should be composed of bird-safe glazing or opaque material for the entire length of the balconies. Alternatively, prohibit the use of container plantings or other vegetation on the balconies. However, once the project is completed, maintaining container-free balconies cannot be guaranteed; thus, bird-safe features are highly recommended.

Roof Terrace Glass Railings. Incorporate a bird-safe glazing on the glass roof terrace railing or an opaque railing on the terrace.

Pedestrian Bridges. Incorporate bird-safe glazing on the glass railing or an opaque railing façade on the pedestrian bridges.

Parking Structure. Consistent with our recommendations for the building facades, we recommend incorporating bird-safe glazing on glass facades, or an opaque facade on the first 60 feet of the parking structure stairwell.

Exterior Lighting
Avoid the use of lighting that produces uplighting, unshielded lighting, and upwards light spillage.

Avoid lighting that produces red wavelengths (i.e., red and white light).

Use green or blue lighting.

Shield lighting to cast light down.

Minimize exterior lighting to the amount that is needed for pedestrian safety.

Minimize exterior lighting along Belmont Creek.

Consider utilizing motion-detecting light sensors
Interior Lighting
Require window coverings (e.g., window blinds) that block light in rooms that must be illuminated at night.

Use motion-detecting light sensors.

Consider a building lights-out program between dusk and dawn.

Options for Bird-Safe Glazing and Design Features
In accordance with the SFPD Standards for Bird Safe Buildings, bird-safe glazing treatments may include fritted glass, frosted glass, netting, permanent stencils, exterior screens, physical grids on the exterior of glazing, or ultraviolet patterns that are visible to birds. Spacing of vertical patterns must be at least ¼-inch wide and have a minimum spacing of 4 inches. Spacing of horizontal patterns must be at least 1/8-inch wide with a minimum spacing of 2 inches.

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For a list of bird-safe design standards see the adopted SFPD’s Standard’s for Bird-Safe Buildings at https://sfplanning.org/standards-bird-safe-buildings#info. For additional options for bird-safe glazing, refer to the American Bird Conservancy’s website, which has a list of products that have been tested. https://abcbirds.org/glass-collisions/stop-birds-hitting-windows/. Please contact Kim Briones at [email protected] or me at (831) 601-4700 or [email protected] if you have any questions about this report.

Sincerely,
Kate Werner
Senior Project Manager

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References
McLaren, J. F., J. J. Buler, T. Schreckengost, J. A. Smolinsky, M. Boone, E. E. van Loon, and E.

L. Walters. 2018. Artificial light at night confounds broad-scale habitat use by migrating birds. Ecology Letters, 21: 356–364.

Poot, H., B. J. Ens, H. de Vries, M. A. H. Donners, M. R. Wernand, and J. M. Marquenie. 2008.

Green light for nocturnally migrating birds. Ecology and Society 13(2): 47.

San Francisco Planning Department. 2011. Standards for Bird-Safe Buildings. Planning Department. July 14, 2011.

Sheppard C. and G. Phillips. 2015. Bird-Friendly Building Design, 2nd Ed. (The Plains, VA:

American Bird Conservancy).

Van Doren B. M, D. E. Willard, M. Hennen, K. G. Horton, E. F. Stuber, D. Sheldon, A. H.

Sivakumar, J. Wang, A. Farnsworth, and B. M. Winger. 2021. Drivers of fatal bird collisions in an urban center. Proceedings of the National Academy of Sciences Vol. 118 No. 24. [online] URL: http://www.ecologyandsociety.org/vol13/iss2/art47/

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642 Quarry Road Life Science Project City of San Carlos Response to Comments April June 2023 REVISED
Attachment 4
Belmont Creek Flood Evaluation

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642 Quarry Road Life Science Project City of San Carlos Response to Comments April June 2023 REVISED
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ORDINANCE NO. ____

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SAN CARLOS APPROVING THE 642 QUARRY ROAD PROJECT PLANNED DEVELOPMENT PLAN AND

RELATED ZONING MAP AMENDMENT TO REZONE THE PROJECT SITE FROM LIGHT INDUSTRIAL (IL) TO PLANNED DEVELOPMENT (PD) AT 642 QUARRY ROAD (APN 046-041-380).

WHEREAS, pursuant to Title 18 of the City of San Carlos Municipal Code (the “Zoning Code”), RMW Architecture Interiors, Inc on behalf of 642 Quarry Owners, LLC filed an application for approval of a Planned Development Plan and accompanying Zoning Map Amendment for the development of the 642 Quarry Road Project (APN 046-041-038); and WHEREAS, by Resolution PTC2023-14, adopted on June 19, 2023, the Planning and Transportation Commission recommended that the City Council adopt the Mitigated Negative Declaration and the Mitigation Monitoring and Reporting Plan pursuant to the California Environmental Quality Act (CEQA) for the implementation of the mitigation measures outlined in the Mitigated Negative Declaration; and
WHEREAS, at a duly noticed public hearing held on June 19, 2023, the Planning and Transportation Commission approved the Design Review Permit, Transportation Demand Management Plan, Signage Program, and Grading and Dirt Haul Certificate; and WHEREAS, by Resolution PTC2023-15, adopted on June 19, 2023, the Planning and Transportation Commission recommended that the City Council approve the Zoning Map Amendment as set forth in Exhibit A to this Resolution and adopt the Planned Development (PD) Plan as set forth in Exhibit B to this Resolution; and
WHEREAS, the City Council of the City of San Carlos held a duly noticed public hearing on August 14, 2023 to consider the Mitigated Negative Declaration, Mitigation Monitoring and Reporting Plan, the proposed Planned Development Plan, and the proposed Zoning Map Amendment; and
WHEREAS, by Resolution 2023-__, adopted on August 14, 2023, the City Council adopted the Mitigated Negative Declaration and Mitigation Monitoring and Reporting Plan pursuant to the California Environmental Quality Act (CEQA) for the implementation of the mitigation measures outlined in the Mitigated Negative Declaration.

NOW, THEREFORE THE CITY COUNCIL OF THE CITY OF SAN CARLOS DOES HEREBY ORDAIN AS FOLLOWS:

SECTION 1: The Zoning Map Amendment of San Carlos is hereby amended from Light Industrial (IL) District to Planned Development (PD) District (Exhibit A), by the adoption of a Planned Development Plan for the construction of two Research and Development buildings, one at 215,022 square feet with six floors and one at 192,650 square feet with six floors, and one 933 stall parking garage with nine floors and one subsurface level. The building height is 99’ to the roofline and 117’ to the top of the mechanical screen. The project includes an ancillary on-site childcare facility and landscape and creek improvements on the 4.7-acre site located at 642

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Quarry Road (APN 046-041-380) as shown on the plans prepared by DES Architects Engineers dated March 24, 2023 (Exhibit B).

SECTION 2: The City Council finds that the Planned Development Zone change and Plan of Development is consistent with the General Plan as described in Exhibit C.

SECTION 3: That the City Council hereby adopts the Plan of Development filed as “642 Quarry Road Project” attached hereto as Exhibit B. This plan indicates the location of the proposed building, the size of the building, the parking to be provided and areas to be landscaped.

Standards of Development are as follows:

1. The land use regulations for the PD zone shall be those uses allowed in the Light Industrial (IL) Zoning District. Research and Development Use shall be considered a Permitted Use.

2. A Day Care Center shall be considered a permitted use ancillary to the primary use of the building. The Development Agreement by and between 642 Quarry Owner LLC, a Delaware limited liability company and City (“Development Agreement”) requires Developer to enter into and record a Childcare Covenant restricting the use of the 5,500 square feet space in the south building as shown on the Plan of Development (“Day Care Center Space”) and allows for amendments to the Childcare Covenant upon certain terms and conditions. If the Childcare Covenant is amended to allow for additional uses pursuant to the Development Agreement, the Day Care Center Space may be used for the following uses as defined in Chapter 18.40 of the San Carlos Municipal Code as of the Effective Date of the Development Agreement:

Instructional Services, Eating and Drinking Establishments (excluding night clubs), Animal Care, Sales and Services (excluding veterinary services), Personal Services (excluding Tattoo or Body Modification Parlor), Retail Sales (excluding Retail Establishments Selling Ammunition or Firearms), Government Offices, and Cultural Institutions.

3. During the term of the Development Agreement, Life Science/Research and Development tenants shall comply with the Bio Safety regulations specified in the Development Agreement. Thereafter the tenants must comply with the Bio Safety regulations in effect at the time laboratory tenant improvements plans are submitted to the Building Department.

4. All tenants may only conduct activities classified as Biosafety Level 1 or 2. Activities classified as Biosafety Level 3 or Biosafety Level 4 will require City Council amendment of this Planned Development Ordinance. Such uses will be subject to 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) adopting any ordinance, resolution, order, rule, official policy, standards, specifications, guidelines and/or other regulations (collectively, ‘New City Laws’) permitting activities classified as Biosafety Level 3 or Biosafety Level 4 and the tenant obtaining all permits, approvals or other authorizations required by the New City Laws.

5. The total sign area shall be 895 square feet maximum in tenant signage for both buildings subject to consistency with the Signage Program as approved by the Planning and Transportation Commission.

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6. The building shall be situated on the property in accordance with the Plan of Development (attached hereto as Exhibit B) prepared by DES Architects Engineers, dated March 23, 2023. This plan indicates the location of the building, the size of the building, the parking to be provided and areas to be landscaped.

7. Floor area and height of the building shall be provided in substantial compliance with the Plan of Development. The project shall comply with the current zoning standards in effect except as follows:
i. The maximum building height is limited to 99’ to the roof line and 117’ to the top of the roof equipment/mechanical screen.
ii. The total allowed floor area for the site including the above grade parking is 641,949 square feet resulting in a FAR of 3.13.

8. The project shall be constructed in accordance with all requirements of the Mitigated Negative Declaration, Mitigation Monitoring & Reporting Plan, Design Review Certificate, Transportation Demand Management Plan and Grading and Dirt Haul Certificate.

SECTION 4: The City Council hereby declares that it would have passed this Ordinance sentence by sentence, paragraph by paragraph, and section by section, and does hereby declare that any provisions of this Ordinance are severable and if for any reason any sentence, paragraph or section of this Ordinance shall be held invalid, such decision shall not affect the validity of the remaining parts of this Ordinance.

SECTION 5: This Ordinance shall be published and posted according to law and shall take effect and be in force from and after 30 days after its passage and adoption. * * * *
I, City Clerk Crystal Mui, hereby certify that the foregoing Ordinance was introduced on the 14th day of August, 2023 and passed and adopted as an Ordinance of the City of San Carlos at a regular meeting thereof held on the ____ day of ______, 2023 by the following vote:

AYES, COUNCILMEMBERS: ____________________________________________________ NOES, COUNCILMEMBERS: ___________________________________________________ ABSENT, COUNCILMEMBERS: _________________________________________________ ________________________________
CITY CLERK of the City of San Carlos
APPROVED:
____________________________
MAYOR of the City of San Carlos
Exhibits:

A. Zoning Map
B. Planned Development Plan
C. Findings

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EXHIBIT A

SAN CARLOS ZONING MAP
642 Quarry Road (APN 046-051-380) zone to Planned Development (PD) PD

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EXHIBIT B

PLANNED DEVELOPMENT PLAN

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EXHIBIT C

REQUIRED FINDINGS FOR CITY COUNCIL CONSIDERATION
642 QUARRY ROAD PROJECT
Planned Development Zoning and Planned Development Plan Findings:

In considering whether to approve the Planned Development Zoning designation and Planned Development Plan, the City Council must consider the following findings.

A. The proposed development is consistent with the General Plan and any applicable specific plan, including the density and intensity limitations that apply.

Basis for Finding: The proposed life science/research and development is consistent with the General Plan as described in the City Council Staff Report, General Plan policies listed below, and the General Plan classification of Planned Industrial does not have an intensity limitation. The project complies with the LI Zoning District development standards except for height and floor area, and also requires the PD zoning accommodate the ancillary childcare use. The project site is not subject to an adopted Specific Plan. The project establishes an open space network, improves the creek, promotes environmental stewardship, prioritizes activity hubs, provides much needed childcare for the community and reduce congestion through coordinated transportation strategies.

General Plan policies: The site at 642 Quarry Road has a General Plan land use designation of Planned Industrial. The proposed life science/research and development project is consistent with the following General Plan Polices:
• LU-1.12: Promote the development of publicly accessible urban trails throughout the city to provide access to the natural environment and facilitate nonmotorized transportation options.
• LU-3.10: Encourage the creation of safe, walkable environments that include elements such as wide, smooth sidewalks, good lighting, safe crosswalks, clear signage, curb bulb-outs, curb cuts, street furniture and trees and traffic-calming measures which allow people of all ages and abilities to exercise and safely access public transportation, community centers and schools and goods and services.
• LU-5.2: Implement the City’s adopted Economic Development Plan, which is updated annually as it relates to supporting the local economy. • LU-5.3: Support and encourage businesses and land uses that contribute to the City’s financial viability.
• LU-5.7: Support high-wage industries that provide quality jobs for workers at all education levels.
• LU-5.11: Continue to require developers to pay their fair share of the capital cost of public facilities through appropriate development impact and utility connection fees. • LU-5.13: Consider use of multiple level parking facilities to provide increased space where available land is limited.
• LU-5.15: Promote economic revitalization on underutilized parcels designated for higher intensity land uses.
• LU-6.1: Support commercial/industrial activity and businesses on the East Side.

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• LU-6.2: Prohibit the conversion of property designated for industrial/commercial land on the East Side to non-industrial/commercial uses. Ensure proposed new uses in the East Side do not introduce land use conflicts that would adversely impact industrial/ commercial activities.
• LU-6.3: Support the expansion of key growth industries while maintaining the overall diversity of land uses within East Side employment areas. • LU-6.6: Encourage new development on the East Side to feature high quality architecture that reinforces the character of the area. • LU-8.1: Require all development to feature high quality design that enhances the visual character of San Carlos.
• LU-8.3: Encourage design features and amenities in new development and redevelopment, including, but not limited to:
o Landscaping on each lot
o Visual buffers.
o Facilitation of pedestrian activity.
o Distinctiveness and variety in architectural design
• LU-8.5: Optimize architectural quality by encouraging the use of quality materials, particularly as accents and authentic detailing, such as balconies and window trims. • LU-8.8: Encourage design of convenient pedestrian walkways with shade and minimal tripping hazards, preferably with landscape buffers.
• LU-8.9: Encourage the design of attractive outdoor pedestrian spaces that encourage impromptu public gathering places with features such as plazas, interior walkways and paseos, ornamental gates, trellises, lighting, trees and landscaping, seating and fountains.
• LU-8.10: On all sides of buildings, require the incorporation of quality architectural design elements for all building façades and stepping back upper floors in order to reduce bulk and mass and to break up monotonous wall lines. • LU-8.18: Encourage “green building” practices in new development and redevelopment, such as those that make a building more energy efficient and reduces its effect on human health and the environment through better siting, design, construction, maintenance and operation.
• CSH-3.3 Support the incorporation of Transportation Demand Measures in new development to reduce traffic impacts.
• CSH-3.11: New developments and businesses shall be required to provide adequate loading, unloading and delivery areas, and/or shall be required to conduct such activities during nonbusiness/ peak hours.
• CHS-7.1: Trails and paths intended for general circulation shall provide reasonably direct and convenient routes of travel for potential users.
• CHS-7.7: Public trails should be located and designed so that they serve the needs of the public while minimizing private property impacts.
• EM-1.1: Ensure that potential impacts to biological resources and sensitive habitat are carefully evaluated when considering development project applications. • EM-1.5: Promote the preservation of native species, habitat and vegetation types and overall natural diversity.
• EM-2.1: Preserve and enhance riparian areas.
• EM-2.5: Promote the establishment of native vegetation and the removal of nonnative invasive plants in riparian areas.
• EM-4.2: Support an open space system that is diverse in uses and opportunities and includes natural function/wildlife habitat as well as passive and appropriate active recreation.

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• CSS-2.2: Minimize impervious surfaces to reduce stormwater runoff and increase flood protection.

B. The subject site is physically suitable for the type and intensity of the land use being proposed;
Basis for Finding: The proposed project is consistent with the General Plan land use classification, which seeks to allow research and development, bio-tech, light industrial, flex, warehousing and related uses. The research and development use would be compatible with other research and development, as well as industrial and commercial uses in the surrounding area. The 4.7-acre site is large enough to accommodate the intensity of development while providing landscaping and open space, as well as adequate on-site circulation and emergency access.

C. Adequate transportation facilities and public services exist or will be provided in accord with the conditions of PD plan approval, to serve the proposed development; and the approval of the proposed development will not result in a reduction of traffic levels of service or public services so as to be a detriment to public health, safety, or welfare;
Basis for Finding: The City has undertaken an environmental review of the project as required by the California Environmental Quality Act (CEQA), including a complete Initial Study/Mitigated Negative Declaration and a separate Transportation Impact Analysis. The analysis concluded that there will not be a significant reduction in traffic levels of service associated with the project. There are no anticipated public service concerns associated with the project that would be detrimental to the public health, safety, or welfare.

D. The proposed development will not have a substantial adverse effect on surrounding land uses and will be compatible with the existing and planned land use character of the surrounding area;
Basis for Finding: The project includes demolition of the existing buildings and construction of two research and development office/lab buildings and one parking structure. As described above, the research and development use would be compatible with other research and development, as well as industrial and commercial uses in the surrounding area.

The project has been designed to be in scale with other newer developments in the east side industrial area including PAMF, 825/835 Industrial Road, 405 Industrial and 841 Old County Road.

While taller than existing buildings in the vicinity, the proposed buildings would be setback from surrounding buildings. The north building would be setback 18 feet from the west property line. It is located across Old County Road from the nearest buildings to the west, approximately 70 feet.

The south building would be setback 10 feet from the south property line. It is located across Quarry Road from the nearest buildings to the south, approximately 60 feet. The project has a rear setback of approximately 43 feet. The parking structure would be setback 10 feet from the east property line; however, this building is towards the rear of the site, and extends only 170 feet along this 260-foot property line (65%).

E. The development generally complies with applicable adopted design guidelines; and Basis for Finding: The City does not have adopted design guidelines. The project has undergone review by City staff to ensure quality architecture.

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F. The proposed development is demonstratively superior to the development that could occur under the standards applicable to the underlying base district, and will achieve superior community design, environmental preservation and/or substantial public benefit. In making this determination, the following factors shall be considered:

1. Appropriateness of the use(s) at the proposed location.

2. The mix of uses, housing types, and housing price levels.

3. Provision of units affordable to persons and families of low and moderate income or to lower income households.

4. Provision of infrastructure improvements.

5. Provision of open space.

6. Compatibility of uses within the development area.

7. Creativity in design and use of land.

8. Quality of design, and adequacy of light and air to the interior spaces of the buildings.

9. Overall contribution to the enhancement of neighborhood character and the environment of San Carlos in the long term.

Basis for Finding: The proposed development complies with the uses outlined in its General Plan and Zoning designations. The project complies with the IL Zoning District development standards except for height and floor area, and also requires the PD zoning to accommodate the ancillary childcare use. Redevelopment of the project site would include storm drain and sewer infrastructure improvements. The project includes approximately 39,550 square feet of landscaping that includes walkways, seating areas, a pickleball court, a bocce court, and multipurpose stage. The site design and building architecture are high quality. The project includes contribution of community benefit that may be utilized to benefit the community.

Findings for Zoning Map Amendment:

1. The change in district boundaries is consistent with the purpose of this title to promote the growth of the City in an orderly manner and to promote and protect the public health, safety, peace, comfort and general welfare.

Basis for Finding: The change in district boundaries from Light Industrial to Planned Development maintains consistency with the underlying zoning land uses and development standards. The change in district boundaries is consistent with the zoning title and supports development of the site consistent with the economic development objectives of the City. The change in zoning will not impact public health, safety, peace, comfort and general welfare.

2. The change in district boundaries is necessary to achieve the balance of land uses desired by the City, consistent with the General Plan, and to increase the inventory of land within a given zoning district.

Basis for Finding: The change in zoning district boundaries from Light Industrial to Planned Development is necessary to support the economic development of the site consistent with the General Plan. The Planned Development Zoning regulations for the site maintains consistency with the Light Industrial zoning designation land uses and development standards. The change in district boundaries also maintains consistency with the General Plan designation of Planned Industrial which permits research and development (R&D), biotechnology, light industrial, flex space, warehousing and related uses. The project is consistent with General Plan policies to encourage new commercial development to expand the City’s tax base and to support the expansion of key growth industrials.

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ORDINANCE NO. ____

AN ORDINANCE OF THE CITY OF SAN CARLOS
APPROVING A DEVELOPMENT AGREEMENT WITH 642 QUARRY OWNER, LLC FOR THE 642 QUARRY ROAD PROJECT.

WHEREAS, pursuant to Title 18 of the City of San Carlos Municipal Code (“SCMC”) and California Government Code Sections 65864 to 65869.5, 642 Quarry Owner, LLC, a Delaware limited liability company, filed an application for approval of a Development Agreement in conjunction with its application for a Planned Development Plan and accompanying Zoning Map Amendment, Design Review, Grading and Dirt Haul Certificate, and Transportation Demand Management Plan to facilitate the development of a research and development campus that will include two six-story office/laboratory buildings with operations through Biosafety Level 2, which total approximately 410,072 square feet and one ten-level parking structure, including one below grade level (the “Project”); and
WHEREAS, by Resolution PTC2023-14, adopted on June 19, 2023, the Planning Commission recommended that the City Council adopt the Mitigated Negative Declaration for the Project (“MND”) and adopt the Mitigation Monitoring and Reporting Plan for the Project (“MMRP”) pursuant to the California Environmental Quality Act (CEQA) for the implementation of the mitigation measures outlined in the MND; and
WHEREAS, by Resolution PTC2023-15, adopted on June 19, 2023, the Planning Commission recommended that the City Council adopt an ordinance approving the Zoning Map Amendment to change the site from Light Industrial (IL) Zoning District to Planned Development (PD) Zoning District and adopt the Planned Development Plan; and WHEREAS, the Planning Commission discussed the specific terms of the Development Agreement and recommended that the City Council approve the Development Agreement by Resolution PTC-2023-15, adopted on June 19, 2023; and
WHEREAS, at a duly noticed public hearing held on June 19, 2023, the Planning Commission approved the Design Review, Grading and Dirt Haul Certificate, the Signage Program, and the Transportation Demand Management Plan, subject to approval of the Planned Development Plan and effective on the effective date of the Planned Development Plan; and WHEREAS, by Resolution ___, adopted August 14, 2023, the City Council made findings and adopted the MND and the MMRP pursuant to the California Environmental Quality Act (CEQA) for the implementation of the mitigation measures outlined in the MND; and WHEREAS, the City Council of the City of San Carlos held a duly noticed public hearing on August 14, 2023 and introduced an ordinance amending the Zoning Map to change the site from Light Industrial Zoning District (IL) to Planned Development Zoning District (PD) and adopted the Planned Development Plan; and
WHEREAS, the City Council of the City of San Carlos held a duly noticed public hearing regarding the adoption of the Development Agreement on August 14, 2023.

NOW THEREFORE THE CITY OF SAN CARLOS DOES HEREBY ORDAIN AS FOLLOWS:

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SECTION 1: The City Council finds that the Project is a development for which a development agreement is appropriate in order to: 1) eliminate uncertainty in the City’s land use planning for the project and provide for the orderly development of the project; 2) assure installation of necessary improvements on the property; 3) provide for the public infrastructure and services appropriate to the development of the project; 4) secure City improvements that benefit the community; 5) provide for the developer to deliver community benefits in excess of those that the City could require as conditions of approval; and 6) otherwise achieve the goals and purposes of Chapter 18.37 of the SCMC.

SECTION 2: The City Council finds that the Development Agreement is consistent with the General Plan as described in Exhibit A.

SECTION 3: The City Council hereby approves the Development Agreement included as Exhibit B and the City Manager is hereby authorized to execute the Development Agreement on behalf of the City. The City Manager is further authorized, with concurrence of the City Attorney, to approve minor, non-monetary amendments to the Development Agreement that are necessary for the development of the Project as contemplated in the Development Agreement.

SECTION 4: Severability. The City Council hereby declares that it would have passed this Ordinance sentence by sentence, paragraph by paragraph, and section by section, and does hereby declare that any provisions of this Ordinance are severable and if for any reason any sentence, paragraph or section of this Ordinance shall be held invalid, such decision shall not affect the validity of the remaining parts of this Ordinance.

SECTION 5: Publication and Effective Date. This Ordinance shall be published and posted according to law and shall take effect and be in force from and after 30 days after its passage and adoption.
****
I, City Clerk Crystal Mui, hereby certify that the foregoing Ordinance was introduced on the 14th day of August, 2023 and passed and adopted as an Ordinance of the City of San Carlos at a regular meeting thereof held on the ____ day of _______, 2023 by the following vote:

AYES, COUNCILMEMBERS: __________________________________________________ NOES, COUNCILMEMBERS: _________________________________________________ ABSENT, COUNCILMEMBERS: _______________________________________________ ______________________________
CITY CLERK of the City of San Carlos
APPROVED:

MAYOR of the City of San Carlos
Exhibits:

A. Consistency with the General Plan
B. Development Agreement

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Exhibit A
Development Agreement Finding:

In considering whether to approve the Development Agreement, the City Council must find the Development Agreement consistent with the General Plan.

Basis for Finding: The Development Agreement and provision of community benefits including the creek improvements, creek trail, publicly accessible open space and financial contributions are consistent with the following General Plan policies:
• LU-1.12: Promote the development of publicly accessible urban trails throughout the city to provide access to the natural environment and facilitate nonmotorized transportation options.
• LU-3.10: Encourage the creation of safe, walkable environments that include elements such as wide, smooth sidewalks, good lighting, safe crosswalks, clear signage, curb bulb-outs, curb cuts, street furniture and trees and traffic-calming measures which allow people of all ages and abilities to exercise and safely access public transportation, community centers and schools and goods and services.
• LU-8.9: Encourage the design of attractive outdoor pedestrian spaces that encourage impromptu public gathering places with features such as plazas, interior walkways and paseos, ornamental gates, trellises, lighting, trees and landscaping, seating and fountains.
• CHS-7.1: Trails and paths intended for general circulation shall provide reasonably direct and convenient routes of travel for potential users.
• CHS-7.7: Public trails should be located and designed so that they serve the needs of the public while minimizing private property impacts.
• EM-2.1: Preserve and enhance riparian areas.
• EM-2.5: Promote the establishment of native vegetation and the removal of nonnative invasive plants in riparian areas.
• PR-2.5: Promote the development of publicly-accessible urban trails throughout the city to provide access to the natural environment and facilitate non-motorized transportation options.
• PR 2-7: Encourage new development to provide trails and trail connection easements or dedications where feasible and appropriate.

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RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of San Carlos
600 Elm Street
San Carlos, CA 94070
Attention: City Clerk
Exempt from Recording Fee per
Government Code Section 27383
Space Above This Line for Recorder’s Use

DEVELOPMENT AGREEMENT
between
642 QUARRY OWNER LLC, a Delaware limited liability company and
the CITY OF SAN CARLOS
Dated
_________________, 2023

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TABLE OF CONTENTS
Page
ARTICLE 1. DEFINITIONS...........................................................................................................3 Definitions................................................................................................................3 ARTICLE 2. GENERAL PROVISIONS ........................................................................................7 Ownership of Property.............................................................................................7 ARTICLE 3. EFFECTIVE DATE; TERM; REPRESENTATIONS ..............................................7 Effective Date ..........................................................................................................7 Term.........................................................................................................................7 City Representations and Warranties.......................................................................7 Developer Representations and Warranties .............................................................8 ARTICLE 4. DEVELOPMENT OF PROPERTY...........................................................................8 Vested Rights...........................................................................................................8 Development and Design Standards ........................................................................9 Reservations of Authority........................................................................................9 Regulation by Other Public Agencies....................................................................10 Life of Project Approvals.......................................................................................11 Initiatives................................................................................................................11 Timing of Development.........................................................................................11 Expansion of Development Rights ........................................................................12 No Reservation of Sanitary Sewer or Potable Water Capacity..............................12 Public Improvement Agreement ............................................................................12 ARTICLE 5. OTHER RIGHTS AND OBLIGATIONS OF THE PARTIES ...............................12 Fees ........................................................................................................................12 Exactions................................................................................................................13 Taxes and Assessments..........................................................................................13 Compliance with Law............................................................................................14 Prevailing Wage.....................................................................................................14 ARTICLE 6. PUBLIC BENEFITS................................................................................................15 General Public Benefits .........................................................................................15 Public Benefits for Greater Height and Density ....................................................16 ARTICLE 7. ANNUAL REVIEW ................................................................................................20 Annual Review.......................................................................................................20

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Process ...................................................................................................................21 No Waiver..............................................................................................................21 ARTICLE 8. MORTGAGEE PROTECTION...............................................................................22 Mortgagee Protection.............................................................................................22 Mortgagee Not Obligated ......................................................................................22 Notice of Default to Mortgagee .............................................................................22 Right to Cure..........................................................................................................22 No Supersedure......................................................................................................23 Technical Amendments to Article 8 ......................................................................23 ARTICLE 9. AMENDMENT........................................................................................................23 Amendment of Agreement By Mutual Consent ....................................................23 Insubstantial Amendments to Agreement..............................................................23 Requirement for Writing........................................................................................23 Amendments to Development Agreement Statute.................................................23 Operating Memoranda ...........................................................................................24 ARTICLE 10. ASSIGNMENT......................................................................................................24 Assignment ............................................................................................................24 Notice of Assignment ............................................................................................25 Release of Developer .............................................................................................25 Successive Assignment..........................................................................................25 Other Permitted Transfers......................................................................................25 ARTICLE 11. COOPERATION AND IMPLEMENTATION .....................................................25 Subsequent Project Approvals ...............................................................................25 Scope of Review of Subsequent Project Approvals ..............................................26 Processing ..............................................................................................................26 Other Agency Approvals .......................................................................................27 Mitigation Measures ..............................................................................................27 Cooperation in the Event of Legal Challenge........................................................27 Subsequent CEQA Review....................................................................................28 ARTICLE 12. DEFAULT; REMEDIES; TERMINATION .........................................................29 Breach and Default ................................................................................................29 Termination............................................................................................................29 Legal Actions.........................................................................................................30

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Rights and Remedies Are Cumulative...................................................................30 No Damages...........................................................................................................30 Resolution of Disputes...........................................................................................30 Survival..................................................................................................................31 Effects of Litigation ...............................................................................................31 California Claims Act ............................................................................................31 ARTICLE 13. MISCELLANEOUS ..............................................................................................31 Incorporation of Recitals; Introductory Paragraph; Exhibits.................................31 Permitted Delay .....................................................................................................31 Indemnity ...............................................................................................................31 Severability ............................................................................................................32 Construction...........................................................................................................32 Covenants Running with the Land.........................................................................32 Notices ...................................................................................................................32 Counterparts and Exhibits; Entire Agreement .......................................................33 Recordation of Agreement.....................................................................................33 No Joint Venture or Partnership ............................................................................33 Waivers ........................................................................................................34 Headings ........................................................................................................34 California Law; Venue...........................................................................................34 City Approvals and Actions...................................................................................34 Estoppel Certificates ..............................................................................................34 No Third Party Beneficiaries .................................................................................35 Signatures ........................................................................................................35 Time of the Essence...............................................................................................35 Limitation on Liability...........................................................................................35 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY ................................................. A-1 EXHIBIT B MAP OF THE PROPERTY..................................................................................B-1 EXHIBIT C AA&R ...................................................................................................................C-1 EXHIBIT D WATER SUPPLY ASSESSMENT FOR THE PROJECT.................................. D-1 EXHIBIT E PUBLIC IMPROVEMENT AGREEMENT.........................................................E-1

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DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT (“Agreement”) dated for reference purposes as of _____________, 2023 (“Agreement Date”), is entered into by and between 642 Quarry Owner LLC, a Delaware limited liability company (“Developer”) and the CITY OF SAN CARLOS, a California municipal corporation (“City”). Developer and City are sometimes referred to individually herein as a “Party” and collectively as the “Parties.”

R E C I T A L S
This Agreement is entered into on the basis of the following facts, understandings and intentions of the Parties. The following recitals are a substantive part of this Agreement; capitalized terms used herein and not otherwise defined are defined in Article 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 risks 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 property.

B. In accordance with the Development Agreement Statute, the City Council has adopted a development agreement ordinance codified as Chapter 18.37 of the City’s Municipal Code (“Development Agreement Ordinance”), which authorizes the execution of development agreements and sets forth the required contents and form of those agreements. The provisions of the Development Agreement Statute and the City’s Development Agreement Ordinance are collectively referred to herein as the “Development Agreement Law.” C. Developer is the fee owner of that certain real property located at 642 Quarry Road, designated as APN 046-041-380, and more particularly described in Exhibit A and depicted in Exhibit B attached hereto and incorporated herein (“Property”). The Property is currently developed with multiple warehouse/retail/manufacturing/office buildings.

D. Developer intends to develop the Property with a research and development campus that will include two six-story office/laboratory buildings with operations through Biosafety Level 2 (each, a “Building”), which total approximately 410,072 square feet, and one ten-level parking structure, which includes one below grade level (“Project”). The Building on the north portion of the Property shall be referred to as the “North Building” and the Building on the south portion of the Property shall be referred to as the “South Building.” E. This Agreement sets forth, among other things, the applicable fees, policies and zoning requirements that apply to development of the Project, and provides Developer with a vested right to develop the Project on the Property in accordance with the City’s General Plan, and the land use designations and zoning applicable to the Property, each as in effect as of the Effective Date.

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F. The City has prepared an Initial Study/Mitigated Negative Declaration for the Project (“MND”) and held hearings pursuant to the California Environmental Quality Act (“CEQA”) (Public Resources Code section 21000 et seq.). On November 17, 2022, the City circulated the MND for public review and comment for a period through December 19, 2022.

City published a response to the comments submitted on the MND on June 15, 2023.

G. Prior to or concurrently with approval of this Agreement, the City has taken or will take the following actions to review and plan for the future development and use of the Project (collectively, the “Existing Approvals”):

1. Adoption of the MND by Resolution No. _______ adopted by the City Council on _______________;

2. Approval of the Mitigation, Monitoring and Reporting Plan (“MMRP”) by Resolution No. ___ adopted by the City Council on ____________;

3. Approval of rezoning and Planned Development Plan by Ordinance No. ________ adopted by the City Council on _____________;

4. Approval of Transportation Demand Management Plan by the Planning Commission on June 19, 2023;

5. Approval of Design Review Certificate by the Planning Commission on June 19, 2023; and

6. Approval of Grading & Dirt Haul Certificate by the Planning Commission on June 19, 2023.

H. Under this Agreement, Developer will provide substantial public benefits in connection with the Project as more specifically described herein, including: contributions to Downtown Specific Plan Fund, the Community Improvement and Recreation Fund, community organizations, the Belmont Creek public pathway, and on-site childcare.

I. City has determined that by entering into this Agreement, City will further the purposes set forth in the Development Agreement Ordinance and City will benefit from (1) enhancing the site and the surrounding neighborhood by redeveloping legacy industrial properties into a thoughtfully designed research and development campus; (2) strengthening the City’s economic base by creating substantial tax revenue, a variety of long term jobs, and a large number of shorter term construction jobs; (3) adding an on-site childcare facility on the north side of San Carlos’s industrial district; (4) furthering the City’s goal to create a Downtown core for the community’s appreciation and enjoyment through a substantial contribution to the Downtown Specific Plan Fund; (5) increasing funding for area infrastructure through a substantial contribution to the Community Improvement and Recreation Fund; (6) furthering the City’s sustainability goals through a contribution to the Green Energy Efficiency and Sustainability fund; (7) creating a public pathway along the Belmont Creek, (8) providing significant contributions to a number of local community organizations; and (9) otherwise achieving the goals and purposes for which the Development Agreement Ordinance was enacted.

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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 Project Approvals, thereby encouraging planning for, investment in, and commitment to use and development of the Property. Development of the Property in accordance with the terms of this Agreement will in turn provide substantial public benefits to the City, 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, in conformance with the Development Agreement Law and the goals, policies, standards and land use designations specified in the General Plan, and consistent with the requirement under Government Code Section 65867.5, 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. City has approved this Agreement by Ordinance No. __________, adopted by the City Council on _________________ (“Enacting Ordinance”).

NOW, THEREFORE, in consideration of the mutual promises, covenants and provisions set forth herein, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT
ARTICLE 1.

DEFINITIONS
Definitions.
“Agreement” means this Development Agreement.
“Agreement Date” means the date of the second reading of the Enacting Ordinance, which will be filled into the blanks in the preamble to this Agreement. “Applicable City Regulations” means (a) the permitted uses of the Property, the maximum density, the intensity of use, the maximum height and size of the proposed buildings, design standards and criteria, 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 financing of 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 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; (b) New City Laws that apply to the Property as set forth in Section 4.3.3, 4.3.4 or 4.3.6 herein; and (c) regulations that apply to the Property as set forth in Section 4.3.1 and

4.3.2 herein.

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“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.
“Assignment” is defined in Section 10.2.
“Assignee” is defined in Section 10.1.
“Building” is defined in Recital D.
“Central Open Space” is defined in Section 6.1.1.
“CEQA” is defined in Recital F.
“Changes in the Law” is defined in Section 4.3.6.
“Childcare Covenant” is defined in Section 6.2.5(g).
“Childcare Facility” is defined in Section 6.2.5.
“Childcare License” is defined in Section 6.2.5(b).
“Childcare Operator” is defined in Section 6.2.5(d).
“Childcare Unit” is defined in Section 6.2.5.
“City” means City of San Carlos, a California municipal corporation. “City Council” means City Council of the City of San Carlos. “City Leasing Election Notice” is defined in Section 6.2.5(e). “City Parties” means City, its elected and appointed officers, officials, employees, contractors, representatives and authorized agents.
“City’s Broker Opinion” is defined in Section 6.2.5(d). “Claims” means liabilities, demands, obligations, lawsuits, administrative proceedings, orders, claims, damages, fines, penalties and expenses, including attorneys’ fees and costs, costs of complying with or challenging a subpoena, and costs of carrying out a settlement, judgment, decree, or order.
“Community Serving Use” is defined in Section 6.2.5(e). “Conflict” is defined in Section 4.1.
“Connection Fees” means those fees charged by City or by a utility provider to utility users as a cost for connecting to water, sanitary sewer and other applicable utilities.

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“Corner Plaza” is defined in Section 6.1.1.
“Creek Path” is defined in Section 6.2.4.
“Default” is defined in Section 12.1.
“Developer” means 642 Quarry Owner LLC, a Delaware limited liability company. “Developer’s Broker Opinion” is defined in Section 6.2.5(d). “Development Agreement Law” is defined in Recital B.
“Development Agreement Ordinance” is defined in Recital B. “Development Agreement Statute” is defined in Recital A. “Effective Date” is defined in Section 3.1.
“Enacting Ordinance” is defined in Recital L.
“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 constitute subdivision improvements, mitigation measures in connection with environmental review of the Project, or impositions made under Applicable City Regulations. For purposes of this Agreement, Exactions do not include Impact Fees.
“Existing Approvals” is defined in Recital G.
“Fair Market Rent” is defined in Section 6.2.5(d).
“General Plan” means the General Plan of the City of San Carlos in effect as of the Effective Date.
“Impact Fees” means the 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, including 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. “Impact Fee Limitation Period” is defined in Section 5.1.1. “Insubstantial Amendment” is defined in Section 9.2.
“Litigation Challenge” is defined in Section 11.6.2.

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“MMRP” means the Mitigation Monitoring and Reporting Program adopted by the City Council in connection with its certification of the MND. “MND” is defined in Recital F.
“Mortgage” is defined in Section 8.1.
“Mortgagee” is defined in Section 8.1.
“Municipal Code” means the Municipal Code of the City of San Carlos in effect as of the Effective Date.
“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 Effective Date. “North Building” is defined in Recital D.
“Notice” is defined in Section 13.7.
“Other Agency” or “Other Agencies” means any other public agency (individually) and other public agencies (collectively) having jurisdiction over the Property or the Project. “Other Agency Fees” is defined in Section 5.1.4.
“Other Agency Approvals” is defined in Section 4.4.
“Party/Parties” is defined in the introductory paragraph preceding the Recitals of this Agreement.
“Permitted Delay” is defined in Section 13.2.
“Planning Commission” means the Planning Commission of the City of San Carlos. “POPA Covenant” is defined in Section 6.1.1.
“Prevailing Wage Claim” and “Prevailing Wage Claims” are defined in Section 5.5.2. “Prevailing Wage Laws” is defined in Section 5.5.1.
“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 environmental review, plan checking (time and materials) and inspection and monitoring for land use approvals, design review, grading and building permits, General Plan maintenance fees, 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.

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“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. “Property” is defined in Recital C.
“Public Improvement Agreements” is defined in Section 4.9. “South Building” is defined in Recital D.
“Subsequent Project Approvals” is defined in Section 11.1. “Term” is defined in Section 3.2.1.

ARTICLE 2.

GENERAL PROVISIONS
Ownership of Property. The Parties hereby acknowledge that, as of the Effective Date, Developer is the fee owner of the Property.

ARTICLE 3.

EFFECTIVE DATE; TERM; REPRESENTATIONS
Effective Date. This Agreement shall become effective the date that is thirty (30) days after the date the Enacting Ordinance is adopted as listed in Recital L (“Effective Date”).

Term.

3.2.1 Initial Term of Agreement. The “Term” of this Agreement shall commence on the Effective Date and shall expire on the tenth (10th) anniversary of the Effective Date, unless extended or earlier terminated as provided herein. In the event of a Litigation Challenge, the Term shall be automatically extended by the length of time required to fully and finally resolve the litigation (i.e., a day-for-day extension), provided however that in no event shall the Term be extended as a result of a Litigation Challenge for a period of longer than four (4) years from the date of the notice provided pursuant to Section 11.6.2 or one (1) year after a final settlement or non-appealable judgment is issued or affirmed, whichever is earlier.

3.2.2 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 12.7, below.

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

3.3.1 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.

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3.3.2 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.

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

3.3.4 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 which would cause any of the warranties and representations in this Section 3.3 not to be true, immediately give written Notice of such fact or condition to Developer.

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

3.4.1 Developer is duly organized, validly existing and in good standing under the laws of 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.

3.4.2 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.

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

3.4.4 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 which would cause any of the warranties and representations in this Section 3.4 not to be true, immediately give written Notice of such fact or condition to City.

ARTICLE 4.

DEVELOPMENT OF PROPERTY
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

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Regulations, or the Project Approvals shall apply to the Project or the Property. For purposes of this Section and Section 4.3.3, the word “conflict” means any modifications 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 contemplated 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, nothing herein shall be deemed to exempt the Project or the Property from any water use rationing requirements that may be imposed on a City-wide basis 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 ARTICLE 5 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 (x) apply to the Project any New City Laws that are not uniformly applied on a City-wide basis to all substantially similar types of development projects and project sites (i.e., to all office/laboratory projects); or (xi) impose against the Project any condition, dedication or other Exaction not specifically authorized by Applicable Law or 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 4.3, below.

Development and Design Standards. Subject to Section 4.8, the Project shall be developed in conformance with the Existing Approvals and Applicable City Regulations, including the General Plan and the zoning in effect as of the Effective Date, and the yet-to-be adopted 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. Such standards will be more particularly described and incorporated into the Subsequent Project Approvals. City’s review of applications for design review of particular elements or phases of the Project shall be in accordance with the Existing Approvals and the Applicable City Regulations.

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:

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

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4.3.2 Uniform Construction Codes. Regulations governing construction standards and specifications, including City’s building code, plumbing code, mechanical code, electrical code, fire code and grading code, all other uniform construction codes, and any regional changes to any uniform construction code then applicable in City at the time of building permit application;

4.3.3 New City Laws Not in Conflict. New City Laws applicable to the Property or Project, which do not conflict with this Agreement, including but not limited to Developer’s vested rights under Section 4.1 above, the Applicable City Regulations, or the Project Approvals;

4.3.4 New City Laws- Health and Safety. New City Laws which may be in conflict with this Agreement, but which are necessary to protect against a specific, adverse impact to the physical health and safety of the public and where there is no other feasible method to satisfactorily mitigate or avoid the adverse impact. This section shall not be construed to impose the requirements set forth in Government Code Section 65589.5.

4.3.5 Exactions. Exactions permitted by Section 11.2.

4.3.6 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, regulations, plans or policies, to the extent that such changes are specifically mandated and required by changes in State or Federal laws or by changes in laws, regulations, plans or policies of special districts or other governmental entities, other than the City, created or operating pursuant to the laws of the State of California (“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 force and effect. 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, unless the Parties mutually agree otherwise.

4.3.7 New City Laws Pertaining to Biosafety Levels. The Property shall be subject to any New City Laws regulating or prohibiting laboratory uses that are classified as a Biosafety Level 3 or 4, regardless of whether those New City Laws conflict with this Agreement, the Applicable City Regulations, or the Project Approvals.

Regulation by Other Public Agencies. Developer acknowledges and agrees that other public agencies, including the County of San Mateo, not within the control of City possess authority to regulate aspects of the development of the Property separately from or jointly with City, and this Agreement does not limit the authority of such other public agencies. Developer

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shall use reasonable diligence in applying for all such other permits and approvals as may be required by any Other Agency in connection with the development of, or the provision of services to, the Project (“Other Agency Approvals”). 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 Other Agency 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.

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.

Initiatives. If any New City Law is enacted or imposed by an initiative or referendum, which New City Law would conflict with this Agreement, the Applicable City Regulations, or the Project Approvals or reduce the development rights or assurances provided by this Agreement or the Project Approvals, 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 Council, an agency of City, the electorate, or otherwise) affecting subdivision maps, use permits, building permits, occupancy permits, design review, 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.

Timing of Development. Developer shall meet its obligation to provide the public benefits described in ARTICLE 6 within the times provided therein. 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 lateradopted 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, 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 business judgment.

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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, where City’s agreement shall not be unreasonably withheld, conditioned, or delayed. 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 or allowing expansion of Developer’s rights under this Agreement, and in the event such challenge is successful, this Development Agreement shall be modified to comply with, or conform to, the new law.

No Reservation of Sanitary Sewer or Potable Water Capacity. City has found the Project to be consistent with the General Plan which anticipates that there will be sufficient potable water and sanitary sewer capacity to serve future development contemplated by the General Plan, including the Project, as indicated in the Water Supply Assessment for the Project dated October 2022 that was approved by Mid-Peninsula Water District by Resolution No. 2022- 28 on October 27, 2022 and attached as Exhibit D. However, nothing in this Agreement is intended to exempt the Project from any water use rationing requirements that may be imposed on a City-wide basis from time to time in the future or be construed as a reservation of any existing sanitary sewer or potable water capacity.

Public Improvement Agreement. Developer’s obligation to construct or cause the construction of, post improvement security and provide warranties for the various on-site and off-site public improvements required by the Project Approvals and this Agreement, including without limitation the sidewalks along Old County Road and Quarry Road and the upgraded sewer main line, shall be set forth in public improvement agreements (“Public Improvement Agreements”) substantially in the same form as attached as Exhibit E. The Public Improvement Agreement shall be entered into prior to the issuance of the Grading and Dirt Haul Permit.

ARTICLE 5.

OTHER RIGHTS AND OBLIGATIONS OF THE PARTIES
Fees.

5.1.1 Impact Fees. City understands that the limited assurances by City concerning Impact Fees set forth below were a material consideration for Developer agreeing to develop the Project, to pay the Impact Fees set forth in this Agreement and the Existing Approvals and to provide the public benefits 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 Effective Date at the lower of (i) the rates in effect as of the Effective Date, including all existing fee escalation provisions (including without limitation the escalation provision set forth in Resolution No. 2016-108) or (ii) the rates in effect when such existing Impact Fees are due and payable, and shall not be required to pay

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any escalations in such Impact Fees in excess of the fee escalation provisions in any Impact Fee in effect as of the Effective Date or pay any new Impact Fees enacted or established after the Effective Date. As used herein the term (“Impact Fee Limitation Period”) means the period commencing on the Effective Date and expiring on the fifth (5th) anniversary thereof. Except as otherwise provided in this Section 5.1.1, Developer agrees to pay 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 Effective Date are uniformly applied by City to all substantially similar types of development projects and properties (i.e., to all office/laboratory projects, etc.) and are consistent with the provisions of applicable California law, including but not limited to 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.

Notwithstanding the foregoing, if Developer obtains all necessary Other Agency Approvals, Developer shall provide a Childcare Facility on-site and shall not be obligated to pay the child care development impact fee set forth in Chapter 8.52 of the Municipal Code. If Developer does not obtain all necessary Other Agency Approvals despite Developer’s reasonable, good faith efforts, Developer shall pay the sums provided in Section 6.2.5(a).

5.1.2 Processing Fees. Subject to Developer’s right to protest and/or pursue a challenge in law or equity to any new or increased Processing Fees, City may charge and Developer agrees to pay all Processing Fees which are in effect on a City-wide basis at the time permits, approvals or entitlements are applied for.

5.1.3 Connection Fees. Developer shall pay connection fees, whether they are assessed by City or non-City utility providers and other non-City agencies, at the rates in effect when payment is due.

5.1.4 Other Agency Fees. Nothing in this Agreement shall preclude City from collecting fees from Developer that are lawfully imposed on the Project by Other Agencies, which the City is required to collect pursuant to Applicable Law (“Other Agency Fees”).

Exactions. City may impose and Developer shall comply with those Exactions required by this Agreement, the Existing Approvals, and Subsequent Project Approvals in accordance with Section 11.2 below.

Taxes and Assessments. Developer covenants and agrees to pay prior to delinquency all existing taxes and assessments and any and all new taxes or assessments that are adopted after the Effective Date and which conform to the terms of this Agreement, including this Section. 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, but only if such taxes or assessments are

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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 within the jurisdiction of City in a reasonably proportional manner as determined by 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.

Compliance with Law. Developer, at its sole cost and expense, shall comply with the requirements of, and obtain all permits and approvals required by local, State and Federal agencies having jurisdiction over the Property or Project. Furthermore, Developer shall carry out the Project work in conformity with all Applicable Law, including applicable state labor laws and standards; Applicable City Regulations; and all applicable disabled and handicapped access requirements, including the Americans With Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq., Government Code Section 11135, et seq., and the Unruh Civil Rights Act, Civil Code Section 51, et seq.

Prevailing Wage.

5.5.1 Prevailing Wage Compliance. If and to the extent applicable, Developer shall (1) comply with, and cause 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,” as defined by Labor Code section 1720, including the payment of prevailing wages for any work identified in the Existing Approvals that may constitute a “public work” under Labor Code section 1720 (collectively, “Prevailing Wage Laws”); (2) require the contractor(s) 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; and (3) include in each of its contractor agreements, a provision in form acceptable to City, obligating the contractor to require its contractors and/or subcontractors to comply with Prevailing Wage Laws, 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 Property or at another location within City.

5.5.2 Prevailing Wage Indemnity. In the event any Claims arise out of or are connected to Developer’s or its contractors' or subcontractors’ obligations to comply with all Prevailing Wage Laws or failure 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 (each individually a “Prevailing Wage Claim” and collectively “Prevailing Wage Claims”), Developer and City Parties shall meet and confer within 15 days of receipt of such Prevailing Wage Claim to coordinate the defense, provided that Developer and City Parties shall meet and confer within 5 days if the Prevailing Wage Claim is a subpoena.

Developer shall defend City Parties (with counsel reasonably acceptable to the City) against any Prevailing Wage Claims. Notwithstanding anything to the contrary, if the City Parties elect to retain independent counsel in connection with the Prevailing Wage Claims, the City Parties and

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the Developer shall enter into a Joint Defense Agreement. This provision in no way alters the applicability of Chapter 1.30 of the San Carlos Municipal Code to Prevailing Wage Claims.

5.5.3 Release of City. 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. 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 THAT 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 _______
ARTICLE 6.

PUBLIC BENEFITS
General Public Benefits. Developer shall perform and provide the public benefit obligations described in this Section 6.1 which exceed those dedications, conditions, and exactions that may be imposed under Applicable Law in consideration for the rights and benefits conferred by City to Developer under this Agreement, which exceed those dedications, conditions, and exactions that may be imposed under Applicable Law.

6.1.1 Publicly Accessible Open Space. The plaza at the corner of Old County Road and Quarry Road (“Corner Plaza”) and the central open space that will include a pickleball court, a bocce court, a community event space, a multi-purpose stage, a fenced dog park, and a community botanical garden (excluding any open space on the roof decks) (“Central Open Space”) shall be publicly accessible. Developer shall execute and record a covenant agreement that will require Developer and its successors and assigns to allow public access to and maintain the Corner Plaza and Central Open Space, in substantially the form attached hereto as Exhibit F (“POPA Covenant”), prior to the issuance of the first building permit for vertical construction for the Project. The Parties intend that the terms of the POPA Covenant shall be construed as covenants and equitable servitudes that impose use restrictions on the Central Open Space and Corner Plaza and not as an easement, shall run with the land, and shall be binding on successors and assigns. The POPA Covenant shall require Developer to allow public access to the Corner Plaza and Central Open Space from thirty (30) minutes prior to sunrise to thirty (30) minutes after sunset, subject to the Developer’s reasonable rules and regulations related to use (including without limitation tenant priority and reservation system for use of the pickleball and bocce courts), safety, maintenance and repairs. The POPA Covenant shall require Developer to provide instructions, whether in an electronic format or other format, regarding use of the courts

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and reservations and a schedule showing existing reservations. Such instructions shall be provided in or immediately adjacent to the courts. The POPA Covenant shall allow Developer to temporarily exclude the public or temporarily limit public access to portions of the Corner Plaza and Central Open Space if necessary to address safety concerns and perform maintenance, renovations, and repairs to improvements within or adjacent to the Corner Plaza or Central Open Space. The POPA Covenant shall require Developer to maintain the Corner Plaza and Central Open Space at all times and indemnify and hold City harmless from any and all Claims arising from or relating to the design, construction, or maintenance of the Corner Plaza and Central Open Space and the public’s use thereof. The POPA Covenant shall terminate in the event the Project is demolished or the Project undergoes a substantial change that is not already permitted under the Existing Approvals and public access cannot be maintained by modifying the boundaries of the Central Open Space or Corner Plaza, provided that the POPA Covenant shall not terminate in the event of demolition and reconstruction of any building or buildings in the Project following a casualty. The POPA Covenant shall require Developer to obtain and record a subordination from any Mortgagee holding any Mortgage recorded prior to the POPA Covenant.

The terms of this Section 6.1.1 shall survive the expiration or termination of this Agreement for purposes of providing notice of the POPA Covenant, the restrictions of which may be in effect after the expiration or termination of this Agreement.

Public Benefits for Greater Height and Density. Developer shall perform and provide the public benefit obligations described in this Section 6.2 in exchange for the approval of Planned Development zoning designation and a Planned Development Plan that allow Developer to construct buildings with a greater height and Floor Area Ratio than permitted under the Property’s previous Light Industrial zoning designation. These approvals have a value of Eight Million Five Hundred Thousand Dollars ($8,500,000). The Parties agree that the public benefit obligations have a value of Four Million Three Hundred Thousand Dollars ($4,300,000).

6.2.1 Downtown Improvements. Developer shall make a One Million Dollar ($1,000,000) contribution to the Downtown Specific Plan Fund. The payment shall be due prior to the issuance of the first temporary certificate of occupancy for the Project. In the event the Downtown Specific Plan Fund is not established prior to issuance of the first temporary certificate of occupancy or certificate of occupancy, the temporary certificate of occupancy or certificate of occupancy shall issue without delay and the City may elect to have this contribution deposited into the San Carlos General Fund.

6.2.2 Community Improvement and Recreation Fund. Developer shall make a One Million Four Hundred Thousand Dollar ($1,400,000) contribution to the Community Improvement and Recreation Fund. The payment shall be due prior to the issuance of the first temporary certificate of occupancy or certificate of occupancy for the Project. In the event that the Community Improvement and Recreation Fund is not established prior to issuance of the first temporary certificate of occupancy or certificate of occupancy, the temporary certificate of occupancy or certificate of occupancy shall issue without delay and the City may elect to have this contribution deposited into the San Carlos General Fund.

6.2.3 Green Energy Efficiency and Sustainability Fund. Developer shall make a Two Hundred Thousand Dollar ($200,000) contribution to the Green Energy Efficiency and Sustainability Fund. The payment shall be due prior to the issuance of the first temporary

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certificate of occupancy or certificate of occupancy for the Project. In the event that the Green Energy Efficiency and Sustainability Fund is not established prior to issuance of such temporary certificate of occupancy or certificate of occupancy, the temporary certificate of occupancy or certificate of occupancy shall issue without delay and the City may elect to have this contribution deposited into the San Carlos General Fund.

6.2.4 Belmont Creek Path. Developer shall construct a path on the Property for public access along Belmont Creek in the location shown in the Project Approvals (“Creek Path”), with a construction cost of Five Hundred Thousand Dollars ($500,000). The Creek Path shall be constructed prior to the issuance of the first temporary certificate of occupancy or certificate of occupancy for the Project. Developer shall execute and record a public access easement to City providing for public access to the Creek Path and maintenance of the Creek Path by Developer, in a form reasonably acceptable to the City Attorney, prior to the issuance of the first building permit for vertical construction for the Project. The public access easement shall require public access from thirty (30) minutes prior to sunrise to thirty (30) minutes after sunset and, subject to the Developer’s reasonable rules and regulations related to safety, maintenance, and repairs. The public access easement shall allow Developer to temporarily exclude the public or temporarily limit public access to the Creek Path if necessary to address safety concerns and perform maintenance, renovations, and repairs to improvements within or adjacent to the Creek Path. Except in cases of emergency, where notice shall be provided to City if reasonably feasible, Developer shall provide City forty-eight (48) hours advance written or telephonic notice and post signs notifying the public of the limitation or closure. The public access easement shall require City to modify the public access easement to modify the location of the Creek Path in the event that (i) there is a substantial change in the Project that is not already permitted under the Existing Approvals, including without limitation relocation of a building or construction of a building addition such that the building or building addition would interfere with or encroach on the public access easement or (ii) demolition of the Project. Upon such substantial change in or demolition of the Project, the public access easement shall terminate in the event the Belmont Creek no longer exists and the Creek Path does not connect to a trail system on an adjacent parcel.

6.2.5 Childcare Facility. Developer shall construct a childcare facility consisting of an approximately 5,500 square foot classroom with 2,028 square feet of dedicated outdoor space as more particularly described in the Project Approvals (“Childcare Unit”), pickup/drop off area, and reserved teacher parking (collectively, the “Childcare Facility”). The Childcare Unit shall be located in the South Building unless it must be located in another building to obtain an Other Agency Approval and Developer obtains appropriate Subsequent Project Approvals.

City reserves discretion with respect to any such requested Subsequent Project Approvals. The total net benefit to the community in excess of the Childcare Impact Fee is anticipated to be One Million Dollars ($1,000,000).
(a) Developer shall make reasonable, good faith efforts to obtain all necessary Other Agency Approvals for the Childcare Facility, including without limitation approvals from the County of San Mateo. If Developer fails to secure such Other Agency Approvals within two (2) years of the Effective Date despite its reasonable, good faith efforts, Developer shall have no further obligation to construct the Childcare Facility and shall instead (1) pay the child care development impact fee at the rate determined in accordance with Section

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5.1.1 and 2) pay a community amenity fee in the amount of One Million Dollars ($1,000,000). If Developer obtains all necessary Other Agency Approvals, the provisions of subsections (b), (c) (d), (e) and (f) shall apply.
(b) The certificate of occupancy for the South Building must be issued prior to the issuance of a certificate of occupancy for any other building or structure in the Project. If Developer relocates the Childcare Unit to another building to obtain an Other Agency Approval, no certificate of occupancy for any building or structure shall be issued until the certificate of occupancy is issued for the building in which the Childcare Unit is located. The Childcare Facility will be licensed to accommodate at least seventy-five (75) and up to one hundred (100) children as determined by the California Department of Social Services Child Care Licensing (“Child Care License”). If the Childcare Facility’s Child Care License allows more than thirty-seven (37) spaces but fewer than seventy-five (75) spaces, Developer shall pay a penalty of Twenty-Seven Thousand Twenty-Seven Dollars ($27,027) for each space above thirty-seven (37) and below seventy-five (75) that Developer fails to provide. If the Childcare Facility’s Child Care License allows fewer than thirty-seven (37) spaces, Developer shall pay (i) a community amenity fee in the amount of One Million Dollars ($1,000,000) and (ii) the sum of Forty-Three Thousand Dollars ($43,000) for each space below thirty-seven (37) that Developer fails to provide. For example, if Developer provides thirty-five (35) spaces, Developer shall pay One Million Eighty-Six Thousand Dollars ($1,086,000). (c) The core and shell construction for the classroom and construction of the outdoor space that comprise the Childcare Unit shall be complete at the time that Developer applies for a temporary certificate of occupancy or certificate of occupancy for the South Building (or any building to which the Childcare Unit is relocated to obtain an Other Agency Approval). Developer shall complete construction and obtain a certificate of occupancy for the tenant improvements for the Childcare Facility within six (6) months of the issuance of the first certificate of occupancy for tenant improvements for any space in the Project. If any of the milestones regarding the core and shell construction or construction of the tenant improvements for the Childcare Facility are not met at the required times, the Developer shall (1) pay the child care development impact fee at the rate then in effect, adjusted pursuant to any escalation provision then in effect (or if there is no such impact fee or escalation provision then in effect, the rate most recently established and/or the escalation provision most recently in effect) and 2) pay a community amenity fee in the amount of One Million Dollars ($1,000,000). (d) The Developer shall make reasonable, good faith efforts to lease the Childcare Facility at an initial triple net rent rate that does not exceed a Fair Market Rent rate to a childcare operator holding all licenses required by Applicable Law, including the Child Care License (“Childcare Operator”). The intent of the Parties is for the Childcare Operator to offer less than twenty-four (24) hour daily nonmedical child care and supervision, Monday through Friday. “Fair Market Rent” shall be determined as follows: (i) Developer shall provide City a written opinion of fair market rent prepared by a licensed, commercial real estate broker in San Mateo County (“Developer’s Broker Opinion”); (ii) if City believes the Developer’s Broker Opinion is unreasonably high, City may provide a written opinion of fair market rent prepared by a licensed, commercial real estate broker in San Mateo County and supported by comparable rentals within fifteen (15) business days of receipt of the Developer’s Broker Opinion (“City’s Broker Opinion”); and (iii) Developer shall consider in good faith City’s Broker Opinion and

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the Parties shall meet and confer in good faith for a period not to exceed fifteen (15) business days to arrive at a reasonable rent rate; provided, however, Developer shall in its reasonable discretion make the final determination of a reasonable rent rate at the end of this period. The Developer’s Broker Opinion and City’s Broker Opinion shall each be supported by comparable rentals consisting of child care spaces in the Bay Area constructed within the last five (5) years. (e) The Parties acknowledge that Developer has signed a letter of intent or term sheet with an entity who is or will be a Childcare Operator. However, if that entity does not sign a lease and the Developer fails to lease the Childcare Facility to a Childcare Operator within twelve (12) months of the issuance of the certificate of occupancy for the tenant improvements for the Childcare Facility or within a twelve (12) month period after any subsequent vacancies, then Developer shall provide City notice of its inability to lease the Childcare Facility. Within one hundred and eighty (180) days of receipt of Developer’s notice, the City shall provide notice to Developer of its election (“City Leasing Election Notice”) to (i) allow Developer’s broker to continue attempting to lease the Childcare Facility for an additional period of one hundred eighty (180) days; (ii) propose two (2) alternate brokers with experience in San Mateo County for Developer to select from, and the selected broker shall be retained by Developer at Developer’s sole cost and expense to attempt to lease the Childcare Facility for a period of one hundred eighty (180) days; (iii) enter into a lease of the Childcare Facility within sixty (60) days of the City Leasing Election Notice for a term of twelve (12) months with free rent for six (6) months and triple net rent not exceeding Fair Market Rent (defined in subsection (d)) thereafter, during which time City may attempt to sublease, assign City’s lease or operate the Childcare Facility; or (iv) amend the Childcare Covenant (defined below) to allow a Community Serving Use. If a Childcare Operator has not signed a lease at the end of the applicable period identified in (i), (ii), or (iii), or if City elects option (iv), the parties shall, within sixty (60) days, enter into a recorded amendment to the Childcare Covenant that may be approved and signed by the City Manager. For purposes of this Section 6.2.5(e) “Community Serving Use” shall mean uses in the following categories of Chapter 18.40 in the San Carlos Municipal Code, without waiving any requirement under Applicable Law for Developer to obtain a minor use permit, conditional use permit or any other Subsequent Project Approvals for such uses: Instructional Services, Eating and Drinking Establishments (excluding night clubs), Animal Care, Sales and Services (excluding veterinary services), Personal Services (excluding Tattoo or Body Modification Parlor), Retail Sales (excluding Retail Establishments Selling Ammunition or Firearms), Government Offices, and Cultural Institutions. If Developer makes reasonable, good faith efforts, as determined in the City Manager’s reasonable discretion, to lease the Childcare Facility for a Community Serving Use for at least twelve (12) months following the amendment to the Childcare Covenant or following vacation by a tenant providing the selected Community Serving Use, Developer shall have the option to pay Five Hundred Thousand Dollars ($500,000) to be relieved of the Community Serving Use restriction and the Parties shall record a release of the Childcare Covenant. The City Manager shall be authorized to sign the release on behalf of the City.
(f) Developer shall include in the lease with the Childcare Operator that if there is an open childcare space and at that time less than fifty percent (50%) of the children attending the Childcare Facility have at least one (1) parent or legal guardian who resides or works within the City limits, a child with at least one (1) parent or legal guardian who

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resides or works within the City limits shall be offered the space before a child who does not have a parent or legal guardian who resides or works within the City limits. (g) Pursuant to a separate agreement to be entered into by Developer or Assignee and City and recorded prior to the issuance of the building permit for the South Building (or any building to which the Childcare Unit is relocated to obtain an Other Agency Approval) (the “Childcare Covenant”), (i) Developer or Assignee shall provide City quarterly reports of Developer’s efforts to lease the Childcare Facility, (ii) Developer or Assignee shall offer the Childcare Facility at an initial triple net rent rate that does not exceed a Fair Market Rent, (iii) Developer or Assignee shall notify City when a Childcare Operator has executed a lease of the Childcare Facility, (iv) Developer, Assignee, and any of Assignee’s successors or assigns shall make good faith efforts, as described in subsection (d), to ensure that the Childcare Facility is continuously leased to a Childcare Operator at any time during which the South Building (or any building to which the Childcare Unit is relocated to obtain an Other Agency Approval) remains on the Property, including a reconstructed South Building following a casualty, and (v) Developer or Assignee shall obtain and record a subordination from any Mortgagee holding any Mortgage recorded prior to the Childcare Covenant. The Childcare Covenant shall also provide that if any milestone for the Childcare Facility described in subsection (c) is not met Developer shall pay the penalties provided therefor in subsection (c), and the Childcare Covenant shall incorporate the terms of subsection (d), (e) and (f) above. (h) The terms of this Section 6.2.5 shall survive the expiration or termination of this Agreement for purposes of providing notice of the Childcare Covenant, the restrictions of which may be in effect after the expiration or termination of this Agreement.

6.2.6 Contribution to Community Organizations. Developer shall contribute a total of at least Two Hundred Thousand Dollars ($200,000) to community organizations including: San Carlos Educational Foundation, San Carlos Parks and Recreation Foundation, San Carlos Children’s Theater, East Side Arts and Innovation District Association, San Carlos Community Foundation, Chamber San Mateo County, Redwood City/Silicon Valley Chamber of Commerce, San Mateo County Economic Development Association, Healthy Cities Tutoring, Harbor Industrial Association, Build Up SMC, and/or Industrial Arts Business Association.

Developer shall commit the total monetary amount prior to the issuance of the first temporary certificate of occupancy or certificate of occupancy for the Project. The total contributions may be split into annual donations that will be provided to each organization through Project stabilization. Project stabilization is anticipated to be four years from issuance of the last certificate of occupancy for the Project. Developer shall provide City a report of payments made to community organizations during the previous calendar year as part of the annual review process described in ARTICLE 7.

ARTICLE 7.

ANNUAL REVIEW
Annual Review. As required by California Government Code Section 65865.1 and the Development Agreement Ordinance, City and Developer shall review this Agreement and all actions taken pursuant to the terms of this Agreement with respect to the development of the Project every twelve (12) months to determine good faith compliance with this Agreement.

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Specifically, City’s annual review shall be conducted for the purposes of determining good faith compliance by Developer with its obligations under this Agreement. Each annual review shall also document Developer’s progress toward completion of Project components.

Process. The annual review shall be conducted as provided in the Development Agreement Law and City’s Development Agreement Ordinance as follows.

7.2.1 By the last business day of January of each year, the Developer shall provide documentation of its compliance with the Agreement during the previous calendar year.

Promptly upon receipt of Developer’s documentation of compliance, the City’s Community Development Director shall review the documentation and determine, on the basis of substantial evidence, whether the Developer has complied with the provisions of this Agreement.

7.2.2 If the City’s Community Development Director finds good faith compliance by Developer with the terms of this Agreement, the City’s Community Development Director or his or her designee shall so notify Developer in writing in a form that may be recorded at Director’s discretion. If the City’s Community Development Director finds that Developer has not complied in good faith with the terms of this Agreement, the City’s Community Development Director shall notify Developer in writing in a form that may be recorded when final and that specifies the respects in which Developer has failed to comply, terms of compliance, and provide that Developer shall have the period specified in Section 12.1 to meet the terms of compliance. If Developer does not comply with any terms of compliance within the prescribed time limits, this Agreement shall be subject to termination or modification pursuant to Section 7.2.3.

7.2.3 Within seven (7) days after issuance of a finding of compliance or a finding of noncompliance, any interested person may file a written appeal of the finding with the City Council. The appellant shall pay fees and charges for the filing and processing of the appeal in amounts established by resolution of the City Council. The appellant shall specify the reasons for the appeal. The issuance of a finding of compliance or finding of noncompliance by the City’s Community Development Director and the expiration of the appeal period without appeal, or the confirmation by the City Council of the issuance of the finding on such appeal, shall conclude the review for the applicable period and such determination shall be final.

7.2.4 If a finding of noncompliance does not include terms of compliance, or if Developer does not comply with the terms of compliance within the time specified for compliance, the Parties may terminate or modify the Agreement by mutual consent or the City’s Community Development Director may refer the Agreement to the City Council for termination or modification. The City Council shall conduct a public hearing after the time specified for compliance. After the public hearing, the City Council may terminate the Agreement, modify the finding of noncompliance, or rescind the finding of noncompliance and issue a finding of compliance.

No Waiver. Failure of City to conduct an annual review shall not constitute a waiver by the City of its rights to otherwise enforce the provisions of this Agreement nor shall Developer have or assert any defense to such enforcement by reason of any such failure to

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conduct an annual review unless such failure contributed to the failure to perform that is the subject of the enforcement.

ARTICLE 8.

MORTGAGEE PROTECTION
Mortgagee Protection. This Agreement shall not prevent or limit Developer in any manner, at Developer’s sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property (“Mortgage”). This Agreement shall be superior and senior to any lien placed upon the Property or any portion thereof after the date of recording the Agreement, including the lien of any Mortgage. Notwithstanding the foregoing, no breach hereof shall defeat, render invalid, diminish or impair the lien of any Mortgage made in good faith and for value, but all of the terms and conditions contained in this Agreement shall be binding upon and effective against and shall run to the benefit of any person or entity, including any deed of trust beneficiary or mortgagee (“Mortgagee”), who acquires title or possession to the Property, or any portion thereof, by foreclosure, trustee’s sale, deed in lieu of foreclosure or otherwise.

Mortgagee Not Obligated. No Mortgagee (including one who acquires title or possession to the Property, or any portion thereof, by foreclosure, trustee’s sale, deed in lieu of foreclosure or otherwise) shall have any obligation to construct or complete construction of improvements, or to guarantee such construction or completion; provided, however, that a Mortgagee shall not, without obtaining any required approvals, be entitled to devote the Property to any use except in full compliance with this Agreement and the Project Approvals nor to discontinue any uses or demolish improvements required by this Agreement or the Project Approvals. Except as otherwise provided in this Section 8.2, all of the terms and conditions contained in this Agreement and the Project Approvals shall be binding upon and effective against and shall run to the benefit of any person or entity, including any Mortgagee, who acquires title or possession to the Property, or any portion thereof.

Notice of Default to Mortgagee. If City receives a notice from a Mortgagee requesting a copy of any Notice of Default given Developer hereunder and specifying the address for service thereof, then City agrees to use its diligent, good faith efforts to deliver to such Mortgagee, concurrently with service thereon to Developer, any Notice of Default given to Developer.

Right to Cure. In the event of a Default by Developer, any Mortgagee shall have the right to remedy, or cause to be remedied, such Default within ninety (90) days following the later to occur of (i) the date of Mortgagee’s receipt of the Notice of Default referred to in Section

8.3 above, or (ii) the expiration of the period provided herein for Developer to remedy or cure such Default, and City shall accept such performance by or at the insistence of the Mortgagee as if the same had been timely made by Developer; provided, however, that (a) if such Default is not capable of being cured within the timeframes set forth in this Section 8.4 and Mortgagee commences to cure the Default within such timeframes, then Mortgagee shall have such additional time as is required to cure the Default so long as Mortgagee diligently prosecutes the cure to completion and (b) if possession of the Property (or portion thereof) is required to

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effectuate such cure or remedy, the Mortgagee shall be deemed to have timely cured or remedied if it commences the proceedings necessary to obtain possession thereof within ninety (90) days after receipt of the copy of the notice, diligently pursues such proceedings to completion, and, after obtaining possession, diligently completes such cure or remedy.

No Supersedure. Nothing in this ARTICLE 8 shall be deemed to supersede or release a Mortgagee or modify a Mortgagee’s obligations under any subdivision or public improvement agreement or other obligation incurred with respect to the Project outside this Agreement, nor shall any provision of this ARTICLE 8 constitute an obligation of City to such Mortgagee, except as to the notice requirements of Section 8.3.

Technical Amendments to Article 8. City agrees to reasonably consider and approve interpretations and/or technical amendments to the provisions of this Agreement that are required by lenders for the acquisition and construction of the Project on the Property or any refinancing thereof and to otherwise cooperate in good faith, at Developer's expense, to facilitate Developer’s negotiations with lenders.

ARTICLE 9.

AMENDMENT
Amendment of Agreement By Mutual Consent. This Agreement may be amended in writing from time to time by mutual consent of the Parties hereto or their successorsin-interest or assigns.

Insubstantial Amendments to Agreement. Any amendment to this Agreement which, in the context of the overall Project contemplated by this Agreement, does not substantially affect (i) the Term of this Agreement; (ii) permitted uses of the Property; (iii) provisions for the reservation or dedication of land; (iv) conditions, terms, restrictions or requirements for subsequent discretionary actions; (v) the density or intensity of use of the Property or the maximum height or size of proposed buildings; or (vi) the nature, timing of delivery, or scope of public improvements required by the Existing Approvals or Subsequent Project Approvals, shall be deemed an “Insubstantial Amendment” and shall not, except to the extent otherwise required by law or this Agreement, require notice or public hearing before the parties may execute an amendment hereto. Notwithstanding the foregoing, the City Manager shall have the authority to extend any milestone set forth in Section 6.2.5(c) for six (6) months or less and to extend any deadline set forth in Section 6.2.5(e)(except 6.2.5(e)(iii)) for a collective total of six (6) months or less in total and such extensions shall be an Insubstantial Amendment.

The City Manager shall have the authority to execute an Insubstantial Amendment or, in his or her discretion, seek approval of an Insubstantial Amendment by City resolution.

Requirement for Writing. No modification, amendment or other change to this Agreement or any provision hereof shall be effective for any purpose unless specifically set forth in a writing which refers expressly to this Agreement and is signed by duly authorized representatives of both Parties or their successors.

Amendments to Development Agreement Statute. This Agreement has been entered into in reliance upon the provisions of the Development Agreement Statute as those

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provisions existed as of the Agreement Date. No amendment or addition to those provisions which would materially affect the interpretation or enforceability of this Agreement shall be applicable to this Agreement, unless such amendment or addition is specifically required by the California State Legislature, or is mandated by a court of competent jurisdiction. In the event of the application of such a change in law, the Parties shall meet in good faith to determine the feasibility of any modification or suspension that may be necessary to comply with such new law or regulation and to determine the effect such modification or suspension would have on the purposes and intent of this Agreement. 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 new law or regulation. If such amendment or change is permissive (as opposed to mandatory), this Agreement shall not be affected by same unless the Parties mutually agree in writing to amend this Agreement to permit such applicability, where City’s agreement shall not be unreasonably withheld, conditioned, or delayed. Developer and/or City shall have the right to challenge any new law or regulation preventing compliance with the terms of this Agreement, and in the event such challenge is successful, this Agreement shall remain unmodified and in full force and effect.

Operating Memoranda. The provisions of this Agreement require a close degree of cooperation between City and Developer and development of the Property hereunder may demonstrate that refinements and clarifications are appropriate with respect to the details of performance of City and Developer. If and when, from time to time, during the Term of this Agreement, City and Developer agree that such clarifications are necessary or appropriate, City and Developer may effectuate such clarifications through operating memoranda approved by City and Developer, which, after execution, shall be attached hereto as addenda and become a part hereof, and may be further clarified from time to time as necessary with future approval by City and Developer. No such operating memoranda shall constitute an amendment to this Agreement requiring public notice or hearing. The City Manager, in consultation with the City Attorney, shall make the determination on behalf of City whether a requested clarification may be effectuated pursuant to this Section 9.5 or whether the requested clarification is of such a character to constitute an amendment hereof pursuant to Section 9.1 or Section 9.2 above. The City Manager is authorized to execute any operating memoranda hereunder on behalf of City.

ARTICLE 10.

ASSIGNMENT
Assignment. Because of the necessity to coordinate development of the entirety of the Property pursuant to plans for the Project, particularly with respect to the provision of onand off-site public improvements and public services and benefits, certain restrictions on the right of Developer to assign or transfer its interest under this Agreement with respect to the Property are necessary in order to assure the achievement of the goals, objectives and public benefits of the Project and this Agreement. Developer agrees to and accepts the restrictions set forth in this ARTICLE 10 as reasonable and as a material inducement to City to enter into this Agreement. Developer shall have the right to sell or transfer its rights and obligations under this Agreement, in whole but not in part, to any person, partnership, joint venture, firm, company, corporation or other entity (any of the foregoing, an “Assignee”) subject to the written consent of City, which consent will not be unreasonably withheld, conditioned, or delayed.

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Notice of Assignment. Developer shall provide the City with written notice of any proposed transfer or assignment of Developer’s rights or obligations hereunder (each, an “Assignment”) at least thirty (30) days prior to such Assignment and request City’s consent to such Assignment, as provided herein. Each such notice of proposed Assignment shall be accompanied by evidence of Assignee’s corporate, limited liability company or other legal entity’s existence and good standing and experience developing projects similar to the Project and a proposed form of Assignee’s assumption of Developer’s obligations hereunder substantially in the form of Exhibit C, which would be recorded in the Official Records of San Mateo County concurrent with the transfer. Developer shall pay the actual costs borne by City in connection with its review of the proposed Assignment, including the costs incurred by the City Attorney’s Office.

Release of Developer. Notwithstanding any sale, transfer or assignment of the Property, Developer shall continue to be obligated under this Agreement unless City has consented to the Assignment as provided above, which consent will not be unreasonably withheld, conditioned, or delayed. If the required City consent is given, then Developer shall be released from any further liability or obligation under this Agreement provided: (i) neither Developer nor Assignee is in default under this Agreement at the time of such transfer; (ii) Developer and Assignee have executed and acknowledged and delivered to City for recordation in the Official Records of the County of San Mateo an assignment and assumption agreement substantially in the form of Exhibit C attached hereto; and (iii) the Assignee has expressly assumed for the benefit of City the obligations of Developer. No release of Developer shall be effective unless and until each of the above conditions have been met.

Successive Assignment. In the event there is more than one Assignment under the provisions of this ARTICLE 10, the provisions of this ARTICLE 10 shall apply to each successive Assignment and Assignee.

Other Permitted Transfers. The provisions in this ARTICLE 10 shall not be deemed to prohibit or otherwise restrict Developer from (i) granting easements or licenses or modifying existing easements or licenses to facilitate development of the Property consistent with the Project Approvals; (ii) encumbering the Property or any portion hereof or of the improvements thereon by a Mortgage securing financing with respect to the Property or Project; (iii) transferring all or a portion of the Property pursuant to a foreclosure, conveyance in lieu of foreclosure, or other remedial action in connection with a Mortgage, or to any transferee from a Mortgagee or owner of the Property upon foreclosure or after a conveyance in lieu of foreclosure; or (iv) transferring any completed components of project common areas, and certain limited obligations that are appropriate, to an owner’s association.

ARTICLE 11.

COOPERATION AND IMPLEMENTATION
Subsequent Project Approvals. Certain subsequent land use approvals, entitlements, and permits other than the Existing Approvals, will be necessary or desirable for implementation of the Project (“Subsequent Project Approvals”). The Subsequent Project Approvals may include, without limitation, the following: amendments of the Existing Approvals, a Grading and Dirt Haul Permit, building permits, sewer connection permits,

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certificates of occupancy, conditional use permits, variances, design review, demolition permits, improvement agreements, encroachment permits, and any amendments to, or repealing of, any of the foregoing. As required by Government Code Section 65867.5, any tentative map prepared for the Project shall comply with the water supply verification requirements set forth in Government Code Section 66473.7.

Scope of Review of Subsequent Project Approvals. With the Existing Approvals, City has made a final policy decision that the Project is in the best interests of the public health, safety and general welfare. Applications for Subsequent Project Approvals that are consistent with this Agreement and the Existing Approvals shall be processed and considered in a manner consistent with the vested rights granted by this Agreement and shall be deemed to be tools to implement those final policy decisions, and shall be approved by City so long as they are consistent with this Agreement and the Existing Approvals. While City expressly reserves its discretion with respect to all Subsequent Project Approvals, City agrees that it shall not use its authority in considering any application for a Subsequent Project Approval to change the policy decisions reflected by the Existing Approvals, including by reducing the density or height of buildings or changing the permitted uses of the Property or the permitted rate of development, or otherwise to prevent development of the Project as set forth in the Existing Approvals.

City reserves discretion to impose appropriate Exactions in connection with issuance of Subsequent Project Approvals, provided that in exercising its discretion in connection with consideration of Subsequent Project Approvals, City agrees that City shall not revisit the fundamental policy decisions reflected by the Existing Approvals or impose any Exactions that would (i) conflict with the Applicable City Regulations or the Existing Approvals as set forth in Section 4.1 herein unless expressly permitted by Sections 4.3 or Section 11.7. Subject to the foregoing, Exactions imposed on Subsequent Project Approvals may include dedications of land for public uses and requirements that Developer construct or cause the construction of ancillary public rights-of-way and internal streets, utilities, and public facilities, including all applicable in-tract subdivision improvements. At such time as any Subsequent Project Approval applicable to the Property is approved by City, then such Subsequent Project Approval shall become subject to all the terms and conditions of this Agreement applicable to Project Approvals and shall be treated as a “Project Approval” under this Agreement.

Processing.

11.3.1 Developer Covenant. Developer acknowledges that City cannot begin processing applications for Subsequent Project Approvals until Developer submits complete applications on a timely basis. Developer shall use diligent good faith efforts to (i) provide to City in a timely manner any and all documents, applications, plans, and other information necessary for City to carry out its obligations hereunder; and (ii) cause Developer’s planners, engineers, and all other consultants to provide to City in a timely manner all such documents, applications, plans and other materials required under Applicable Law. It is the express intent of Developer and City to cooperate and diligently work to obtain any and all Subsequent Project Approvals.

11.3.2 City Covenant. Upon submission by Developer of all appropriate applications and Processing Fees for any pending Subsequent Project Approval, City shall, to the

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full extent allowed by Applicable Law, promptly and diligently, subject to City ordinances, policies and procedures regarding hiring and contracting, commence and complete all steps necessary to act on Developer’s currently pending Subsequent Project Approval applications including: (i) providing at Developer’s expense and subject to Developer’s request and prior approval, reasonable overtime staff assistance, additional staff and/or staff consultants for concurrent, expedited planning and processing of each pending Subsequent Project Approval application; (ii) if legally required, providing notice and holding public hearings; and (iii) acting on any such pending Subsequent Project Approval application.

Other Agency Approvals. Other Agencies not within the control of City may possess authority to regulate aspects of the development of the Property separately from or jointly with City, and this Agreement does not limit the authority of such Other Agencies to issue or deny an Other Agency Approval. Nevertheless, City shall be bound by, and shall abide by, its covenants and obligations under this Agreement in all respects when dealing with any such agency regarding the Property. City shall cooperate with Developer, at Developer’s expense, to the extent appropriate and as permitted by law, in Developer’s efforts to obtain, as may be required, Other Agency Approvals.

Mitigation Measures. Developer shall, at its sole cost and expense, comply with the MMRP requirements as applicable to the Property and Project.

Cooperation in the Event of Legal Challenge.

11.6.1 No Delay. The filing of any third party lawsuit(s) against City or Developer relating to this Agreement, the Project Approvals or construction of the Project shall not delay or stop the development, processing or construction of the Project or approval of any Subsequent Project Approvals, unless the third party obtains a court order preventing the activity. City shall not stipulate to or cooperate in the issuance of any such order.

11.6.2 Cooperation by Parties. City and Developer shall cooperate in the defense of any court action or proceeding instituted by a third party or other governmental entity or official challenging the validity of any provision of this Agreement or the Project Approvals (“Litigation Challenge”), and the Parties shall keep each other informed of all developments relating to such defense, subject only to confidentiality requirements that may prevent the communication of such information. A Party against whom a Litigation Challenge is brought shall provide written notice to the other Party within five (5) business days of being served with process. If Developer opts not to contest or defend such Litigation Challenge, City shall have no obligation to do so, but shall have the right to do so at its own expense.

11.6.3 Potential Joint Defense. If Developer desires to contest or defend a Litigation Challenge and the Parties determine to undertake a joint defense or contest of such Litigation Challenge: i) the Parties will cooperate in the joint defense or contest of such challenge; ii) Developer shall select the attorney(s) to undertake such defense, subject to City’s approval, which shall not be unreasonably withheld, conditioned, or delayed; iii) Developer will take the lead role in defending such Litigation Challenge; iv) upon Developer’s request, City shall enter into a joint defense agreement in a form reasonably acceptable to the City Attorney to facilitate the sharing of materials and strategies related to the defense of such Litigation

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Challenge without waiver of attorney client privilege; v) Developer shall reimburse City, within forty-five (45) days following City’s written demand therefor, which may be made from time to time during the course of such litigation, all reasonable costs incurred by City in connection with the Litigation Challenge.

11.6.4 Potential Separate Defense. If Developer desires to contest or defend any Litigation Challenge and if at any time one or both of the Parties determine that they require separate representation: i) Developer shall take the lead role in defending such Litigation Challenge; ii) Developer shall be separately represented by legal counsel of its choice; iii) in any action or proceeding, City shall be separately represented by the legal counsel of its choice, selected after consultation with Developer, with reasonable costs of such representation to be paid by Developer; iv) Developer shall reimburse City, within forty-five (45) days following City’s written demand therefor, which may be made from time to time during the course of such litigation, all reasonable costs incurred by City in connection with the Litigation Challenge; and v) upon Developer’s request, City shall enter into a joint defense agreement in a form reasonably acceptable to the City Attorney to facilitate the sharing of materials and strategies related to the defense of such Litigation Challenge without waiver of attorney client privilege.

11.6.5 Cost Awards and Proposed Settlements. Developer shall indemnify, defend, and hold harmless City Parties from and against any damages, attorneys’ fees or cost awards, including attorneys’ fees awarded under Code of Civil Procedure section 1021.5, assessed or awarded in any Litigation Challenge against City by way of judgment, settlement, or stipulation. Any proposed settlement of a Litigation Challenge by a Party shall be subject to the approval of the other Party, such approval not to be unreasonably withheld, conditioned or delayed. If the terms of the proposed settlement would constitute an amendment or modification of this Agreement or any Project Approvals, the settlement shall not become effective unless such amendment or modification is approved by City in accordance with Applicable Law, and City reserves its full legislative discretion with respect thereto.

11.6.6 Revision to Project. In the event of a court order issued as a result of a successful Litigation Challenge, City shall, to the extent permitted by law or court order, in good faith seek to comply with the court order in such a manner as will maintain the integrity of the Project Approvals and avoid or minimize to the greatest extent possible (i) any impact to the development of the Project as provided for in, and contemplated by, the Project Approvals, or (ii) any conflict with the Project Approvals or frustration of the intent or purpose of the Project Approvals.

Subsequent CEQA Review. The City has prepared and certified the MND, which evaluates the environmental effects of the Project, and has imposed all feasible mitigation measures to reduce the significant environmental effects of the Project. The Parties understand that the MND is intended to be used not only in connection with the Existing Approvals, but also, to the extent legally permitted, in connection with necessary Subsequent Project Approvals.

However, the Parties acknowledge that certain Subsequent Project Approvals may legally require additional analysis under CEQA. Nothing contained in this Agreement is intended to prevent or limit the City from complying with CEQA. In acting on Subsequent Project Approvals, City will rely on the MND to the fullest extent permissible by CEQA as determined by City in its reasonable discretion. In the event supplemental or additional review is required for a

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Subsequent Project Approval, City shall limit such supplemental or additional review to the scope of analysis mandated by CEQA in light of the scope of City’s discretion to be exercised in connection with the Subsequent Project Approval. Developer acknowledges that, if the City determines based upon supplemental or additional CEQA review in connection with a Subsequent Project Approval that the Project will result in new significant effects or substantially increase the severity of effects that were identified in the MND, City may require additional feasible mitigation measures necessary to mitigate such impacts. In the event further mitigation measures are identified by such additional environmental review, as a condition of the Subsequent Project Approval, City may require Developer to implement all feasible mitigation measures necessary to substantially lessen new or substantially more severe significant environmental impacts of the Project, which were not foreseen at the time of execution of this Agreement.

ARTICLE 12.

DEFAULT; REMEDIES; TERMINATION
Breach and Default. Subject to Permitted Delay and a Mortgagee’s right to cure under Section 8.4, failure by a Party to perform any material action or covenant required by this Agreement (not including any failure by Developer to perform any term or provision of any Project Approval) within thirty (30) days following receipt of written Notice from the other Party specifying the failure shall constitute a “Default” under this Agreement; provided, however, that if the failure to perform cannot be reasonably cured within such thirty (30) day period, a Party shall be allowed additional time as is reasonably necessary to cure the failure so long as such Party commences to cure the failure within the thirty (30) day period and thereafter diligently prosecutes the cure to completion. Any Notice of Default given hereunder shall specify in detail the nature of the failures in performance that the noticing Party claims constitutes the Default, all facts constituting evidence of such failure, and the manner in which such failure may be satisfactorily cured in accordance with the terms and conditions of this Agreement. During the time periods herein specified for cure of a failure of performance, and during the period that an appeal may be filed and while an appeal is pending pursuant to Section 7.2.3, the Party charged therewith shall not be considered to be in Default for purposes of (a) termination of this Agreement, (b) institution of legal proceedings with respect thereto, or (c) issuance of any approval with respect to the Project. The waiver by either Party of any Default under this Agreement shall not operate as a waiver of any subsequent breach of the same or any other provision of this Agreement.

Termination. In the event of a Default by a Party, the non-defaulting Party shall have the right to institute legal proceedings pursuant to Section 12.3 and/or terminate this Agreement effective immediately upon giving notice of intent to terminate. Termination of this Agreement shall be subject to the provisions of Section 12.7 hereof. In the event that this Agreement is terminated pursuant to Section 7.2.4 herein or this Section 12.2 and the validity of such termination is challenged in a legal proceeding that results in a final decision that such termination was improper, then this Agreement shall immediately be reinstated as though it had never been terminated.

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Legal Actions.

12.3.1 Institution of Legal Actions. In addition to any other rights or remedies, a Party may institute legal action to cure, correct or remedy any Default, to enforce any covenants or agreements herein, to enjoin any threatened or attempted violation thereof, or to obtain any other remedies consistent with the terms of this Agreement.

12.3.2 Acceptance of Service of Process. In the event that any legal action is commenced by Developer against City, service of process on City shall be made by personal service upon the City Clerk of City or in such other manner as may be provided by law. In the event that any legal action is commenced by City against Developer, service of process on Developer shall be made by personal service upon Developer’s registered agent for service of process, or in such other manner as may be provided by law.

Rights and Remedies Are Cumulative. The rights and remedies of the Parties are cumulative, and the exercise by a Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same Default or any other Default by the other Party, except as otherwise expressly provided herein.

No Damages. In no event shall a Party, or its boards, commissions, officers, agents or employees, be liable in damages for any Default under this Agreement, it being expressly understood and agreed that the sole legal remedy available to a Party for a breach or violation of this Agreement by the other Party shall be an action in mandamus, specific performance or other injunctive or declaratory relief to enforce the provisions of this Agreement by the other Party, or to terminate this Agreement. This limitation on damages shall not preclude actions by a Party to enforce payments of monies or the performance of obligations requiring an obligation of money from the other Party under the terms of this Agreement, including, but not limited to, obligations to pay attorneys’ fees and obligations to advance monies or reimburse monies. In connection with the foregoing provisions, each Party acknowledges, warrants and represents that it has been fully informed with respect to, and represented by counsel of such Party’s choice in connection with, the rights and remedies of such Party hereunder and the waivers herein contained, and after such advice and consultation has presently and actually intended, with full knowledge of such Party’s rights and remedies otherwise available at law or in equity, to waive and relinquish such rights and remedies to the extent specified herein, and to rely to the extent herein specified solely on the remedies provided for herein with respect to any breach of this Agreement by the other Party.

Resolution of Disputes. With regard to any dispute involving the Project, the resolution of which is not provided for by this Agreement or Applicable Law, a Party shall, at the request of the other Party, meet with designated representatives of the requesting Party promptly following its request. The Parties to any such meetings shall attempt in good faith to resolve any such disputes. Nothing in this Section 12.6 shall in any way be interpreted as requiring that Developer and City reach agreement with regard to those matters being addressed, nor shall the outcome of these meetings be binding in any way on City or Developer unless expressly agreed to in writing by the Parties to such meetings.

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Survival. In the event this Agreement expires or is terminated, neither Party shall have any further rights or obligations hereunder, except for those obligations of Developer set forth in Section 11.6 (Cooperation in the Event of Legal Challenge) and Section 13.3 (Indemnity) or expressly set forth herein as surviving the expiration or termination of this Agreement. The termination or expiration of this Agreement shall not affect the validity of the Project Approvals (other than this Agreement).

Effects of Litigation. In the event litigation is timely instituted, and a final judgment is obtained, which invalidates in its entirety this Agreement, neither Party shall have any obligations whatsoever under this Agreement, except for those obligations which by their terms survive termination hereof.

California Claims Act. Compliance with the procedures set forth this ARTICLE 12 shall be deemed full compliance with the requirements of the California Claims Act (Government Code Section 900 et seq.) including, but not limited to, the notice of an event of default hereunder constituting full compliance with the requirements of Government Code Section 910.

ARTICLE 13.

MISCELLANEOUS
Incorporation of Recitals; Introductory Paragraph; Exhibits. The Recitals contained in this Agreement, the introductory paragraph preceding the Recitals and the Exhibits attached hereto are hereby incorporated into this Agreement as if fully set forth herein.

Permitted Delay. The time within which either Party shall be required to perform any act under this Agreement shall be extended for 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 claiming its performance is delayed as a result of (a) calamities, including without limitation earthquakes, floods, pandemics, and fire; (b) civil commotion; (c) riots or terrorist acts; (d) strikes or other forms of material labor disputes; (e) shortages of materials or supplies; or (f) vandalism (each, a “Permitted Delay”). A Party’s financial inability to perform or obtain financing or adverse economic conditions generally shall not be grounds for claiming a Permitted Delay. The Party claiming a Permitted Delay shall notify the other Party of its intent to claim a Permitted Delay, the specific grounds of the same and the anticipated period of the Permitted Delay within thirty (30) business days after the occurrence of the conditions which establish the grounds for the claim. If notice by the Party claiming such extension is sent to the other Party more than thirty (30) days after the commencement of the cause, the period shall commence to run only thirty (30) days prior to the giving of such notice. The period of Permitted Delay shall last no longer than the conditions preventing performance. In no event shall any Permitted Delay extend the Term of this Agreement.

Indemnity. Developer shall indemnify, at City’s request defend, and hold the City Parties harmless from and against any and all Claims arising directly as a result of Developer’s acts, omissions, negligence or willful misconduct in connection with Developer’s performance under this Agreement or arising directly as a result of Developer’s (or Developer’s contractors, subcontractors, agents, or employees) work performed in connection with the development of the

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Property or the Project, including without limitation, Claims involving bodily injury, death or property damage. Developer’s indemnification obligations set forth in this Section shall not apply to the extent any such Claims are the result of the active negligence or willful misconduct of any City Party. Developer’s indemnification obligation under this Section includes any and all present and future Claims arising out of or in any way connected with Developer’s or its contractors’ or subcontractors’ failure to comply with any Applicable Law as set forth in Section

5.4. Severability. If any term or provision of this Agreement, or the application of any term or provision of this Agreement to a particular situation, is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining terms and provisions of this Agreement, or the application of this Agreement to other situations, shall continue in full force and effect unless amended or modified by mutual consent of the Parties.

Construction. Each reference herein to this Agreement or any of the Existing Approvals or Subsequent Project Approvals shall be deemed to refer to the Agreement, Existing Approval or Subsequent Project Approval as it may be amended from time to time, whether or not the particular reference refers to such possible amendment. Section headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants or conditions of this Agreement. This Agreement has been reviewed and revised by legal counsel for City and Developer, and no presumption or rule that ambiguities shall be construed against the drafting party shall apply to the interpretation or enforcement of this Agreement. Unless the context clearly requires otherwise, (i) the plural and singular numbers shall each be deemed to include the other; (ii) the masculine, feminine, and neuter genders shall each be deemed to include the others; (iii) “shall,” “will,” or “agrees” are mandatory, and “may” is permissive; (iv) “or” is not exclusive; (v) “include,” “includes” and “including” are not limiting and shall be construed as if followed by the words “without limitation,” and (vi) “days” means calendar days unless specifically provided otherwise.

Covenants Running with the Land. Except as otherwise more specifically provided in this Agreement, this Agreement and all of its provisions, rights, powers, standards, terms, covenants and obligations, shall be binding upon the Parties and their respective successors (by merger, consolidation, or otherwise) and assigns, and all other persons or entities acquiring the Property, or any interest therein or portion thereof, and shall inure to the benefit of the Parties and their respective successors and assigns, as provided in Government Code section 65868.5.

Notices. Any notice or communication required hereunder between City and Developer (“Notice”) must be in writing, and may be given either personally, by registered or certified mail (return receipt requested), or by Federal Express or other similar courier promising overnight delivery. If personally delivered, a Notice shall be deemed to have been given when delivered to the party to whom it is addressed. If given by registered or certified mail, such Notice shall be deemed to have been given and received on the first to occur of (i) actual receipt by any of the addressees designated below as the Party to whom Notices are to be sent, or (ii) five (5) days after a registered or certified letter containing such Notice, properly addressed, with postage prepaid, is deposited in the United States mail. If given by Federal Express or similar courier, a Notice shall be deemed to have been given and received on the date delivered

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as shown on a receipt issued by the courier. Any Party hereto may at any time, by giving ten (10) days written Notice to the other Party hereto, designate any other address in substitution of the address to which such Notice shall be given. Such Notices shall be given to the Parties at their respective addresses set forth below.

To City:

City of San Carlos
600 Elm Street
San Carlos, CA 94070
Attn: City Manager
With copies to: City of San Carlos
600 Elm Street
San Carlos, CA 94070
Attn: City Attorney
City of San Carlos
600 Elm Street
San Carlos, CA 94070
Attn: CDD Director
To Developer: 642 Quarry Owner LLC
Attn: Cyrus Sanandaji
160 Pacific Avenue, Suite 204
San Francisco, CA 94111
[email protected]
[email protected]
With a copy to:

Reuben, Junius & Rose LLP
Attn: Matthew D. Visick
One Bush Street, Suite 600
San Francisco, CA 94104
[email protected]
Counterparts and Exhibits; Entire Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original. This Agreement, together with the Project Approvals and attached Exhibits, constitutes the final and exclusive understanding and agreement of the Parties and supersedes all negotiations or previous agreements of the Parties with respect to all or any part of the subject matter hereof.

Recordation of Agreement. Pursuant to California Government Code Section 65868.5, no later than ten (10) days after the Effective Date, the City Clerk shall record an executed copy of this Agreement in the Official Records of the County of San Mateo. Thereafter, if this Agreement is terminated, modified or amended, the City Clerk shall record notice of such action in the Official Records of the County of San Mateo.

No Joint Venture or Partnership. It is specifically understood and agreed to by and between the Parties hereto that: (i) the subject development is a private development;

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(ii) City has no interest or responsibilities for, or duty to, third parties concerning any public improvements until such time, and only until such time, that City accepts the same pursuant to the provisions of this Agreement or in connection with the various Existing Approvals or Subsequent Project Approvals; (iii) Developer shall have full power over and exclusive control of the Project herein described, subject only to the limitations and obligations of Developer under this Agreement, Existing Approvals, Subsequent Project Approvals, and Applicable Law; and (iv) City and Developer hereby renounce the existence of any form of agency relationship, joint venture or partnership between City and Developer and agree that nothing contained herein or in any document executed in connection herewith shall be construed as creating any such relationship between City and Developer.

Waivers. Notwithstanding any other provision in this Agreement, any failures or delays by any Party in asserting any of its rights and remedies under this Agreement shall not operate as a waiver of any such rights or remedies, or deprive any such Party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. A Party may specifically and expressly waive in writing any condition or breach of this Agreement by the other Party, but no such waiver shall constitute a further or continuing waiver of any preceding or succeeding breach of the same or any other provision. Consent by one Party to any act by the other Party shall not be deemed to imply consent or waiver of the necessity of obtaining such consent for the same or similar acts in the future.

Headings. Section headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants, or conditions of this Agreement.

California Law; Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of California, without reference to choice of law provisions. The exclusive venue for any disputes or legal actions shall be the Superior Court of California in and for the County of San Mateo, except for actions that include claims in which the Federal District Court for the Northern District of the State of California has original jurisdiction, in which case the Northern District of the State of California shall be the proper venue.

City Approvals and Actions. Whenever reference is made herein to an action or approval to be undertaken by City, the City Manager or his or her designee is authorized to act on behalf of City, unless specifically provided otherwise or the context requires otherwise.

Estoppel Certificates. A Party may, at any time during the Term of this Agreement, and from time to time, deliver written Notice to the other Party requesting such Party to certify in writing that, to the knowledge of the certifying Party, (i) this Agreement is in full force and effect and a binding obligation of the Parties; (ii) this Agreement has not been amended or modified either orally or in writing, or if amended, identifying the amendments; (iii) the requesting Party is not in default in the performance of its obligations under this Agreement, or if in default, to describe therein the nature and amount of any such defaults; and (iv) any other information reasonably requested. The requesting Party shall be responsible for all reasonable costs incurred by the Party from whom such certification is requested and shall

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reimburse such costs within thirty (30) days of receiving the certifying Party’s request for reimbursement. The Party receiving a request hereunder shall execute and return such certificate, or give a written, detailed response explaining why it will not do so, within twenty (20) days following the receipt thereof. The failure of either Party to provide the requested certificate within such twenty (20) day period shall constitute a confirmation that this Agreement is in full force and effect and no modification or default exists. The City Manager shall have the right to execute any certificate requested by Developer hereunder. City acknowledges that a certificate hereunder may be relied upon by transferees and Mortgagees.

No Third Party Beneficiaries. City and Developer hereby renounce the existence of any third party beneficiary to this Agreement and agree that nothing contained herein shall be construed as giving any other person or entity third party beneficiary status.

Signatures. The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Agreement on behalf of the respective legal entities of Developer and City and that all necessary board of directors’, shareholders’, partners’, city councils’ or other approvals have been obtained.

Time of the Essence. Time is of the essence of this Agreement. All references to time in this Agreement shall refer to the time in effect in the State of California.

Limitation on Liability. In no event shall: (a) any partner, officer, director, member, shareholder, employee, affiliate, manager, representative, or agent of Developer or any general partner of Developer or its general partners be personally liable for any breach of this Agreement by Developer, or for any amount which may become due to City under the terms of this Agreement; or (b) any member, officer, agent or employee of City be personally liable for any breach of this Agreement by City or for any amount which may become due to Developer under the terms of this Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, this Agreement has been entered into by and between Developer and City as of the Effective Date.

CITY:

CITY OF SAN CARLOS, a California
municipal corporation
By:

Jeff Maltbie, City Manager
APPROVED AS TO FORM: [signature must be notarized]
By:

Gregory Rubens, City Attorney
ATTEST:

By:

Crystal Mui, City Clerk
DEVELOPER:
642 Quarry Owner LLC, a Delaware limited
liability company
By:

Name:

Title:
[signature must be notarized]
By:

Name:

Title:
[signature must be notarized]

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EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY

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EXHIBIT B

MAP OF THE PROPERTY

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EXHIBIT C
AA&R

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FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
_________________________________
_________________________________
_________________________________
Attention: ________________________
Exempt from Recording Fee per
Government Code Section 27383
Space Above This Line for Recorder’s Use Only

ASSIGNMENT OF RIGHTS AND OBLIGATIONS UNDER

DEVELOPMENT AGREEMENT
This Assignment of Rights and Obligations Under Development Agreement (this “Assignment”) is entered into this _____ day of ________________, 20__ (“Effective Date”), by and between _________________________________________, a _________________ (“Assignor”) and _________________________________________, a _________________ (“Assignee”). Assignor and Assignee are collectively referred to herein as the “Parties.”

R E C I T A L S
A. Assignor and the City of San Carlos, a California municipal corporation (“City”) have entered into that certain Development Agreement dated as of __________, 20__ (“DA”) which was recorded in the Official Records of San Mateo County on _____________, 20__ as Instrument No. _____________.

B. Assignor has requested approval from the City of the assignment to Assignee described herein pursuant to Section 10.1 of the DA.

C. City has consented to the assignment described herein pursuant to Section 10.1 of the DA.

A G R E E M E N T S
NOW, THEREFORE, in exchange for the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Assignment and Assumption of Interest
Assignor hereby transfers, assigns and conveys to Assignee, all of Assignor’s right, title and interest in and to, and all obligations, duties, responsibilities, conditions and restrictions

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under, the DA (the “Rights and Obligations”). Assignee, for itself and its successors and assigns, hereby accepts the foregoing assignment, assumes all such Rights and Obligations, and expressly agrees for the benefit of City, to pay, perform and discharge all obligations of Assignor under the DA and to comply with all covenants and conditions of Assignor arising from or under the DA.

2. Governing Law; Venue
This Assignment shall be interpreted and enforced in accordance with the laws of the State of California without regard to principles of conflicts of laws. Any action to enforce or interpret this Assignment shall be filed and litigated exclusively in the Superior Court of San Mateo County, California or in the Federal District Court for the Northern District of California.

3. Entire Agreement/Amendment
This Assignment constitutes the entire agreement among the Parties with respect to the subject matter hereof, and supersedes all prior written and oral agreements with respect to the matters covered by this Assignment. This Assignment may not be amended except by an instrument in writing signed by each of the Parties and consented to in writing by City.

4. Further Assurances
Each Party shall execute and deliver such other certificates, agreements and documents and take such other actions as may be reasonably required to consummate or implement the transactions contemplated by this Assignment and the DA.

5. Benefit and Liability
Subject to the restrictions on transfer set forth in the DA, this Assignment and all of the terms, covenants, and conditions hereof shall extend to the benefit of and be binding upon the respective successors and permitted assigns of the Parties.

6. Rights of City
All rights of City under the DA and all obligations to City under the DA which were enforceable by City against Assignor prior to the Effective Date of this Assignment shall be fully enforceable by City against Assignee from and after the Effective Date of this Assignment.

7. Rights of Assignee
All rights of Assignor and obligations to Assignor under the DA which were enforceable by Assignor against City prior to the Effective Date of this Assignment shall be fully enforceable by Assignee against City from and after the Effective Date of this Assignment.

8. Release
As of the Effective Date, Assignor hereby relinquishes all rights under the DA, and all obligations of Assignor under the DA shall be terminated as to, and shall have no more force or

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effect with respect to, Assignor, and Assignor is hereby released from any and all obligations under the DA.

9. Attorneys’ Fees
In the event of any litigation pertaining to this Assignment, the losing Party shall pay the prevailing Party’s litigation costs and expenses, including without limitation reasonable attorneys’ fees.

10. City Consent; City is a Third-Party Beneficiary
City’s countersignature below is for the limited purposes of indicating consent to the assignment and assumption and release set forth in this Assignment (if necessary under the DA) pursuant to Section 10.1 of the DA, and for clarifying that there is privity of contract between City and Assignee with respect to the DA. The City is an intended third-party beneficiary of this Assignment, and has the right, but not the obligation, to enforce the provisions hereof.

11. Recordation
Assignor shall cause this Assignment to be recorded in the Official Records of San Mateo County, and shall promptly provide conformed copies of the recorded Assignment to City and Assignee.

12. Address for Notices
Assignee’s address for notices, demands and communications under the DA is as follows:
[ADDRESS]

13. Captions; Interpretation
The section headings used herein are solely for convenience and shall not be used to interpret this Assignment. The Parties acknowledge that this Assignment is the product of negotiation and compromise on the part of both Parties, and the Parties agree, that since both have participated in the negotiation and drafting of this Assignment, this Assignment shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it.

14. Severability
If any term, provision, condition or covenant of this Assignment or its application to any party or circumstances shall be held by a court of competent jurisdiction, to any extent, invalid or unenforceable, the remainder of this Assignment, or the application of the term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law unless the rights and obligations of the Parties have been materially altered or abridged thereby.

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15. Counterparts
This Assignment may be executed in counterparts, each of which shall, irrespective of the date of its execution and delivery, be deemed an original, and the counterparts together shall constitute one and the same instrument.

IN WITNESS WHEREOF Assignor and Assignee have executed this Assignment as of the date first set forth above.

ASSIGNOR:
________________________________,
_________________________________
By: FORM – DO NOT SIGN
Name:

Its:

ASSIGNEE:
________________________________,
_________________________________
By: FORM – DO NOT SIGN
Name:

Its:
[City Signatures on Following Page]

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City of San Carlos, a California municipal corporation, hereby consents to the assignment and assumption described in the foregoing Assignment and Assumption Agreement.

CITY:

CITY OF SAN CARLOS,
California municipal corporation
By: FORM – DO NOT SIGN
_______________, City Manager
ATTEST:
________________, City Clerk
APPROVED AS TO FORM:
__________________, City Attorney

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EXHIBIT D

WATER SUPPLY ASSESSMENT FOR THE PROJECT

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EKI ENVIRONMENT & WATER, INC. www.ekiconsult.com
2001 Junipero Serra Blvd, Suite 300 • Daly City, CA 94014 Water Supply Assessment for
642 Quarry Road Project
Mid-Peninsula Water District
October 2022
EKI C20105.00
239

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Water Supply Assessment
642 Quarry Road Project
Mid-Peninsula Water District

TABLE OF CONTENTS
1 INTRODUCTION................................................................................................................ 4 2 GENERAL REQUIREMENTS FOR THE PREPARATION OF A WATER SUPPLY ASSESSMENT..... 7

2.1 Applicability of Senate Bill 610 to the Project................................................................. 7

2.2 Responsibility for Preparation of the Water Supply Assessment.................................... 8

2.3 Components of a Water Supply Assessment .................................................................. 8 3 PROJECT DESCRIPTION ................................................................................................... 11 4 PROJECT WATER DEMAND ............................................................................................. 12

4.1 Indoor Water Use .........................................................................................................12

4.2 Parking Structure Water Use ........................................................................................13

4.3 Outdoor Water Use ......................................................................................................13

4.4 Distribution System Losses ...........................................................................................13

4.5 Existing Current Water Demand on the Proposed Project Site.....................................13

4.6 Total Project Water Demand ........................................................................................14 5 MPWD WATER DEMAND................................................................................................ 16

5.1 Review of Project’s Inclusion in 2020 UWMP Growth Projections ...............................16

5.2 Current and Historical Water Demand Within the MPWD Service Area.......................17

5.3 MPWD Water Demand Projections ..............................................................................17

5.4 Planned Development Projects within MPWD .............................................................17

5.5 Total Projected MPWD District Water Demand (Inclusive of the Proposed Project)....18 6 MPWD WATER SUPPLY................................................................................................... 22

6.1 Identification of Water Supply Rights...........................................................................22

6.1.1 SFPUC Regional Water System ..............................................................................22

6.2 Total Potable Supply in Normal, Single Dry, and Multiple Dry Years ............................29 7 COMPARISON OF SUPPLY AND DEMAND........................................................................ 38 8 CONCLUSIONS................................................................................................................ 42 9 REFERENCES................................................................................................................... 43 240

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Water Supply Assessment
642 Quarry Road Project
Mid-Peninsula Water District

FIGURES
Figure 1 Mid-Peninsula Water District Service Area and Project Location Figure 2 Project Location and Parcel Boundaries
TABLES
Table 1 Summary of Estimated Incremental Annual Project Water Demand Table 2 Historical Water Demand for Mid-Peninsula Water District Table 3 Projected Future Water Demand for the Mid-Peninsula Water District Table 4 Historical Water Supply for the Mid-Peninsula Water District Table 5 Historical and Projected Supply and Demand for Mid-Peninsula Water District Table 6 Projected Normal Year Water Supply and Demand for the Mid-Peninsula Water District
Table 7a Comparison of Single Dry Year Water Supply and Demand for Mid-Peninsula Water District, Without Bay-Delta Plan Amendment Implementation Table 7b Comparison of Single Dry Year Water Supply and Demand for Mid-Peninsula Water District, With Bay-Delta Plan Amendment Implementation Table 8a Multiple Dry Year Water Supply and Demand for Mid-Peninsula Water District, Without Bay-Delta Plan Amendment Implementation
Table 8b Multiple Dry Year Water Supply and Demand for Mid-Peninsula Water District, With Bay-Delta Plan Amendment Implementation

APPENDICES
Appendix A Water Supply Assessment Request for Information Form, Mid-Peninsula Water District – 642 Quarry Road
Appendix B Documentation of Water Supply Agreements (excluding attachments) Appendix C SFPUC Memorandum Re: Regional Water System Supply Reliability and UWMP 2020
241

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1 INTRODUCTION
This report provides a Senate Bill (SB) 610-compliant water supply assessment (WSA), evaluating water supplies available for the proposed 642 Quarry Road Project (“Project”; Figure 1). The proposed Project site is comprised of approximately 4.7 acres located on the corner of Old County Road and Quarry Road in the City of San Carlos, CA (“City”). The proposed Project includes demolition of 11 commercial and industrial buildings totaling 104,391 square feet (sq ft) and construction of two commercial life science buildings and associated parking structure, specifically one six-story 215,022 sq ft building, one six-story 192,650 sq ft building, a 103,023 sq ft parking garage structure, and 34,763 sq ft of landscape area (BKF Engineers, 2022).

Water for the proposed Project will be served by the Mid-Peninsula Water District (“MPWD” or “District”).

The information provided in this WSA is consistent with California Water Code (CWC or Water Code) §10910-10912 requirements. The text of specific sub-sections of the Water Code is included in grey boxes and italicized font at the beginning of specific sections of this WSA. The information presented in those respective sections, and the associated tables and figures, respond directly to applicable Water Code requirements.

The purpose of a WSA is to evaluate whether the water provider identified for the Project has sufficient water supply to meet the current and planned water demands within its service area, including the demands associated with the proposed Project, during normal, single dry, and multiple dry hydrologic years over a 20-year time horizon.1 More specifically, this WSA includes:
x A summary of the WSA requirements articulated in Water Code §10910-10912 and a description of how they apply to the proposed Project;
x A description and analysis of the current and projected future water demands of the proposed Project through the year 2045;
x A description and analysis of the historical, current, and projected water demands for the District through the year 2045;
x A description and analysis of the current and projected future water supplies for the District’s service area through the year 2045; and
x A comparison of the water supplies and demands for the District’s service area, including the projected water demands associated with the proposed Project as well as existing and planned future uses, including agriculture and manufacturing.

The information contained in this WSA is based primarily on MPWD’s 2020 Urban Water Management Plans (UWMP), except where updated with relevant water demand and supply reliability and other information provided by the District, California Department of Water Resources (DWR), the San Francisco Public Utilities Commission (SFPUC), and the Bay Area Water Supply and Conservation Agency (BAWSCA).
1 The Water Code specifies that a WSA must look at supplies and demand on a 20-year horizon (i.e., to 2042), but given the available data, this WSA looks beyond that to 2045. 242

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This WSA concludes that MPWD’s contractual Individual Supply Guarantee (ISG) allocation of

3.891 million gallons per day (MGD) from SFPUC is sufficient to meet projected future demands within its service area. MPWD’s future demands, inclusive of the Project and two additional new development projects (Section 0), are projected to reach, at most, 82% of the District’s contractual ISG allocation in hydrologically normal years through 2045. Further, supply shortfalls that are currently projected during dry years are anticipated to occur irrespective of the three new development projects. A significant source of uncertainty is how and when the Water Quality Control Plan for the San Francisco/Sacramento-San Joaquin Delta Estuary (BayDelta Plan Amendment; Section 6.1.1.2) will be implemented and how it will affect the supply reliability of the City and County of San Francisco’s Regional Water System (RWS). The District will address projected shortfalls through implementation of the District’s Water Shortage Contingency Plan (WSCP). In addition, as described herein, the District, BAWSCA, and SFPUC are pursuing the development of additional water supplies to improve the RWS and District supply reliability (Section 6.1.1.3). Therefore, this WSA finds that the District's total projected water supplies available during normal, single dry, and multiple dry water years during a 20- year projection will meet the projected water demand associated with the proposed Project, in addition to the District’s existing and planned future uses, with the implementation of its WSCP during dry years.
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Path: X:\C20105\_.00\Maps\2022\10\Fig1_GeneralLocation.mxd Legend
Mid-Peninsula Water District
Service Area and Project Location
642 Quarry Road Project
October 2022
EKI C20105.00
Figure 1
City of San Carlos, CA
Project Boundary
Mid-Peninsula Water District
Proposed Project
± 0 4,000 8,000
Feet
MPWD Service Area
Notes

1. All locations are approximate.

Abbreviations
MPWD - Mid-Peninsula Water District
Sources

1. Basemap provided by ESRI.
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2 GENERAL REQUIREMENTS FOR THE PREPARATION OF A WATER SUPPLY

ASSESSMENT
The purpose of this section is to outline the types of projects that require the preparation of a WSA, who is responsible for preparation, and the necessary components of a WSA.

2.1 Applicability of Senate Bill 610 to the Project
The approximately 4.7-acre proposed Project site is located on the corner of Old County Road and Quarry Road in the City of San Carlos, CA (Figure 2), which is located within San Mateo County. The proposed Project includes demolition of 11 commercial and industrial buildings and construction of two commercial life science buildings and associated parking structure, specifically one six-story 215,022 sq ft building, one six-story 192,650 sq ft building, a 103,023 sq ft parking garage structure, and 34,763 sq ft of landscape area (BKF Engineers, 2022). The proposed Project meets the definition of a “project” requiring a WSA pursuant to SB 610 (Water Code §10910(a) and 10912(a)(3)).
; CWC § 10910 (a)
Any city or county that determines that a project, as defined in Section 10912, is subject to the California Environmental Quality Act (Division 13 (commencing with Section 21000) of the Public Resources Code) under Section 21080 of the Public Resources Code shall comply with this part. ; CWC § 10912
For the purposes of this part, the following terms have the following meanings:
(a) "Project" means any of the following:
(1) A proposed residential development of more than 500 dwelling units. (2) A proposed shopping center or business establishment employing more than 1,000 persons or having more than 500,000 square feet of floor space.
(3) A proposed commercial office building employing more than 1,000 persons or having more than 250,000 square feet of floor space.
(4) A proposed hotel or motel, or both, having more than 500 rooms. (5) A proposed industrial, manufacturing, or processing plant, or industrial park planned to house more than 1,000 persons, occupying more than 40 acres of land, or having more than 650,000 square feet of floor area. (6) A mixed-use project that includes one or more of the projects specified in this subdivision. (7) A project that would demand an amount of water equivalent to, or greater than, the amount of water required by a 500 dwelling unit project.
(b) If a public water system has fewer than 5,000 service connections, then “project” means any proposed residential, business, commercial, hotel or motel, or industrial development that would account for an increase of 10 percent or more in the number of the public water system’s existing service connections, or a mixed-use project that would demand an amount of water equivalent to, or greater than, the amount of water required by residential development that would represent an increase of 10 percent or more in the number of the public water system’s existing service connections.
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2.2 Responsibility for Preparation of the Water Supply Assessment The proposed Project is located within the MPWD service area and the water for the proposed Project will be supplied by MPWD. Therefore, in accordance with Water Code §10910(b), MPWD is the entity responsible for preparation and adoption of a WSA for the proposed Project.

2.3 Components of a Water Supply Assessment
; CWC § 10910 (b)
The city or county, at the time that it determines whether an environmental impact report, a negative declaration, or a mitigated negative declaration is required for any project subject to the California Environmental Quality Act pursuant to Section 21080.1 of the Public Resources Code, shall identify any water system that is, or may become as a result of supplying water to the project identified pursuant to this subdivision, a public water system, as defined in Section 10912, that may supply water for the project. If the city or county is not able to identify any public water system that may supply water for the project, the city or county shall prepare the water assessment required by this part after consulting with any entity serving domestic water supplies whose service area includes the project site, the local agency formation commission, and any public water system adjacent to the project site. ; CWC § 10910 (c)
(c)(1) The city or county, at the time it makes the determination required under Section 21080.1 of the Public Resources Code, shall request each public water system identified pursuant to subdivision (b) to determine whether the projected water demand associated with a proposed project was included as part of the most recently adopted urban water management plan adopted pursuant to Part 2.6 (commencing with Section 10610).
(2) If the projected water demand associated with the proposed project was accounted for in the most recently adopted urban water management plan, the public water system may incorporate the requested information from the urban water management plan in preparing the elements of the assessment required to comply with subdivisions (d), (e), (f), and (g).
(3) If the projected water demand associated with the proposed project was not accounted for in the most recently adopted urban water management plan, or the public water system has no urban water management plan, the water supply assessment for the project shall include a discussion with regard to whether the public water system’s total projected water supplies available during normal, single dry, and multiple dry water years during a 20-year projection will meet the projected water demand associated with the proposed project, in addition to the public water system’s existing and planned future uses, including agricultural and manufacturing uses
; CWC § 10911
(b) The city or county shall include the water supply assessment provided pursuant to Section 10910, and any information provided pursuant to subdivision (a), in any environmental document prepared for the project pursuant to Division 13 (commencing with Section 21000) of the Public Resources Code. (c) The city or county may include in any environmental document an evaluation of any information included in that environmental document provided pursuant to subdivision (b). The city or county shall determine, based on the entire record, whether projected water supplies will be sufficient to satisfy the demands of the project, in addition to existing and planned future uses. If the city or county determines that water supplies will not be sufficient, the city or county shall include that determination in its findings for the project. 246

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As listed above in Water Code §10910(c), the primary purpose of a WSA is to evaluate whether sufficient water supply is available to meet all future demands within the water supplier’s service area, including those associated with the proposed Project, during normal, single dry, and multiple dry hydrologic years for a 20-year planning horizon.2 More specifically, this WSA includes:
x A summary of the WSA requirements articulated in Water Code §10910-10912 and a description of how they apply to the proposed Project;
x A description and analysis of the current and projected future water demands of the proposed Project through the year 2045;
x A description and analysis of the historical, current, and projected water demands for the District through the year 2045;
x A description and analysis of the current and projected future water supplies for the District’s service area through the year 2045; and
x A comparison of the water supplies and demands for the District’s service area, including the projected water demands associated with the proposed Project as well as existing and planned future uses, including agriculture and manufacturing. 2 The Water Code specifies that a WSA must look at supplies and demand on a 20-year horizon (i.e., to 2042), but given the available data, this WSA looks beyond that to 2045. 247

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Project Location and
Parcel Boundaries
642 Quarry Road Project
City of San Carlos, CA
October 2022
EKI C20105.00
Figure 2
Notes

1. All locations are approximate.

Abbreviations
APN = Assessor Parcel Number
Sources

1. Parcel Boundaries courtesy of San Mateo County GIS.

2. Basemap is ESRI's ArcGIS Online world aerial map,
obtained 3 October 2022.
0 150 300 ± Feet
Centennial Way Trail
Project Boundary
Legend
Old County Road
APN 046041380
El Camino Real
Quarry Road
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3 PROJECT DESCRIPTION
The proposed Project includes construction of two commercial life science buildings and associated parking structure, specifically one six-story 215,022 sq ft building and one six-story 192,650 sq ft building, including eight levels of above-grade parking on an approximately 4.7-acre site (see Site Plan in Attachment A). The proposed Project is located on the corner of Old County Road and Quarry Road in the City of San Carlos, CA and includes the followings addresses and assessor parcel numbers (APNs):
x 642 Quarry Road, APN 046041380
x 640 Quarry Road, APN 046041380
x 151 Old County Road, APN 046041380;
Based on the project description (Appendix A; BKF Engineers, 2022), the Project will include both office and research and development (R&D) use, and the total number of onsite employees is expected to be approximately 1,400 employees at full buildout. Full Project buildout is anticipated to be completed by February 2025.

As shown on Figure 2, the proposed Project site currently includes surface parking and 11 commercial/industrial buildings, which would be demolished to allow for development of the proposed Project. Current occupants include an automotive and boar repair shop, storage units, a stone cutting contractor, countertop construction, and a water filtration development business.

Historical water use at the site ranged between approximately 0.73 to 1.15 million gallons per year (MGY) between 2017 and 2021, and averaged 0.96 MGY over the last three years (MPWD, 2022a). The proposed Project is located within the MPWD service area and potable water service will be provided by the District (Figure 1).
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4 PROJECT WATER DEMAND
The District and the City of San Carlos have adopted water efficient landscape ordinances consistent with the California Model Water Efficient Landscape Ordinance (MWELO). Further, the City of San Carlos has adopted green building standards consistent with previous versions of the CalGreen building standards. As part of state requirements, all new developments must comply with these efficiency standards. As such, the proposed Project development is expected to include a number of water-efficient features, including, but not limited to:
x Use of low-flow lavatory faucets, kitchen faucets, toilets, and urinals in accordance with CalGreen Code; and
x Inclusion of low-water use landscaping and high-efficiency irrigation systems to minimize outdoor water use in accordance with MWELO.

As described below, average indoor annual water demand for the proposed Project was estimated based off demand factors developed from actual water use at a Genentech life sciences building in the City of South Francisco, and evaluated relative to current water use by similar uses in the region. Table 1 includes a summary of the water demand projections associated with the proposed land uses at Project completion. Full Project buildout is anticipated to be complete by 2025.

4.1 Indoor Water Use
Table 1 provides a summary of the land uses, unit demand factors, and respective water demand associated with each land use. EKI conducted an independent estimate of Project indoor water use demands based off a water demand factor developed from recent utility data at a Genentech Life Science campus: 0.18 gallons per day per square foot (GPD/sq ft; City of South San Francisco, 2019).3 Using this demand factor for the combined Project R&D and office area, the total indoor water use for the proposed Project is estimated to be approximately 73,400 GPD, or 27 MGY (see Table 1).

It is noted that water use by life sciences R&D varies significantly based on the specific operations of the facility, and that in absence of specific information regarding facility water uses, a conservative water demand factor is used. Below is a comparison of the Table 1 Project indoor water demand estimates to other available demand factors:
x Based on a nation-wide survey of large buildings (i.e., greater than 200,000 sq ft), it was found that buildings that included sterilizers and autoclaves used on average

0.1128 GPD/sq ft (CBECS, 2017). If this demand factor were applied, the total indoor water use for the proposed Project would be estimated to be approximately 46,000 GPD, or 17 MGY.
x The Project Proponent estimated the number of employees to be 1,400 at full build-out (BKF Engineers, 2022). Therefore, based on the Genentech facility 3 The R&D demand factor was calculated by dividing the total water use of the Genentech campus in 2016 by the total area of the campus to estimate demand per area.
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demand factor, the estimated indoor Project demand is 52 GPD/employee, which significantly higher than the 20-35 GPD/employee estimate range for commercial and industrial settings, per the United States Environmental Protection Agency (USEPA) Lean & Water Toolkit (USEPA, 2021).4

Based on these comparisons, the water demand estimates used herein reflect a higher intensity of water use than typical office and commercial uses and, relative to other life sciences related uses (i.e., buildings with autoclaves or sterilizers), and are expected to be conservative.

4.2 Parking Structure Water Use
The Proposed Project would include eight levels of above-grade parking totaling approximately 318,240 sq ft (Presidio Bay Ventures, 2022). Water use associated with this space is anticipated to be minimal, limited to cleaning of the facility. For purposes of this WSA, it is assumed that the garage will be cleaned twelve times per year and that 0.02 gallons per sq ft will be used per cleaning event (City of Los Angeles Bureau of Engineering, 2012). Thus, it is estimated that 0.08 MGY will be used for purposes of cleaning the parking garage.

4.3 Outdoor Water Use
The Project Proponent calculated irrigated landscape water use based on the Estimated Total Water Use (ETWU) per the MWELO (DWR, 2015). Based on this methodology, it is estimated that the total irrigated landscape water use for the proposed Project will be 1,120 GPD or approximately 0.41 MGY (BKF Engineers, 2022).

4.4 Distribution System Losses
Water distribution systems experience a degree of water loss over the course of transmission from the source to the customer. Although distribution system losses from the newlyconstructed portion of the system’s infrastructure associated with the proposed Project would initially be expected to be minimal, it is conservatively assumed that distribution system losses associated with delivering water for the proposed Project will ultimately be consistent with the proportion of non-revenue water loss per the 2020 validated water loss audit submitted to DWR for MPWD (i.e., 3.4%; MPWD, 2022c). Table 1 shows the distribution system losses for the proposed Project, estimated at a total of 0.97 MGY.

4.5 Existing Current Water Demand on the Proposed Project Site The proposed Project site is currently developed with 11 commercial/industrial buildings. Current occupants include an automotive and boat repair shop, storage units, a stone cutting contractor, countertop construction, and a water filtration development business. Historical water use for the current land uses at the proposed Project site over the last three years (i.e., 2019 – 2021) ranged between 0.73 and 1.15 MGY, and averaged 0.96 MGY over the last three years (MPWD, 2022a). Water demand by the new development is considered incremental to this existing demand, and thus, as shown in Table 1, the average of the last three years of existing site demand is subtracted from the estimated demands associated with the proposed Project. 251

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4.6 Total Project Water Demand
Based on the above methodologies and assumptions, and adjusting for the existing water use at the site, the incremental increase in water demand associated with the proposed Project at full buildout and occupancy in 2025 is estimated to be 27 MGY, as shown in Table 1. 252

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Table 1
Summary of Estimated Incremental Annual Project Water Demand 642 Quarry Project, San Carlos, California
2025 2030 2035 2040 2045
407,672 0.18 gpd/sf 27 27 27 27 27
34,763 ͲͲ ͲͲ 0.41 0.41 0.41 0.41 0.41
Parking Garage (d) 318,240 0.020 gal/sf/cleaning 0.08 0.08 0.08 0.08 0.08 Distribution System Losses (e) ͲͲ 3.4% % 0.97 0.97 0.97 0.97 0.97 Existing Site Demand (f) ͲͲ ͲͲ ͲͲ Ͳ0.96 Ͳ0.96 Ͳ0.96 Ͳ0.96 Ͳ0.96 27 27 27 27 27
Abbreviations:
"DWR" = California Department of Water Resources "MG" = million gallons "gal" = gallons "R&D" = Research and Development
"gpd" = gallons per day "sf" = square feet
"gpd/sf" = gallons per day per square foot "WSA" = Water Supply Assessment Notes:
(a)
(b)
(c)
(d)
(e)
(f)
(g) Total may not sum due to rounding.

References:

1. 2.

3. 4.

5. Water Use (a) Area
(SF)
Demand
Factor
Demand Factor
Units
Total Water Demand (MG)
Office and R&D (b)
Irrigation (c)
Net Annual Water Demand (g)
Office and R&D square footage per Reference 1. 100% of the office and R&D use was conservatively assumed to be R&D.

Demand factors for the R&D use per Reference 2.

MidͲPeninsula Water District 2020 Water Audit Data Report, accessed via the WUEdataͲWater Audit Report Data website on 19 May 2022. https://wuedata.water.ca.gov/awwa_plans
Data provided by MidͲPeninsula Water District via email on 15 July 2022.

City of Los Angeles Bureau of Engineering, 2012. Sewer Generation Factors Chart, dated 6 April 2012.

City of South San Francisco, 2019. Genentech Campus Master Plan Update, Draft Environmental Impact Report, prepared by LamphierͲGregory, dated October 2019.

Irrigation demands are based on a calculation of the Estimated Total Water Use, provided in Reference 1.

Water use associated with this space is anticipated to be minimal, limited to cleaning of the facility. For purposes of this WSA, it is assumed that the garage will be cleaned twelve times per year and that 0.02 gallons per sq ft will be used per each cleaning event, per Reference 5.

Estimated distribution system water loss is calculated using the 2020 DWR Water Audit Report nonͲrevenue water loss as a percent of volume of water supplied (i.e., 3.4% of project demands), per Reference 3 and includes both real and apparent losses.

Existing site demands per Reference 4. Existing demands are subtracted from total projected water demands to show the incremental increase in demands associated with the Project (i.e., the net increase in water demand).

BKF Engineers, 2022. Response to Water Supply Assessment Request for Information FormͲ642 Quarry Road, dated 15 July 2022.

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5 MPWD WATER DEMAND

5.1 Review of Project’s Inclusion in 2020 UWMP Growth Projections Consistent with the UWMP Act (Water Code §10610-10657), the District’s 2020 UWMP presents estimates of projected future water demand in five year increments, between the years 2025 and 2045 (MPWD, 2021). While the 2020 UWMP water demand projections account for growth within the MPWD, the proposed Project is not explicitly included in these projections, and it was determined by the District that the projected demand associated with the proposed Project was not explicitly accounted for in the projected demand growth anticipated by the 2020 UWMP.

Accordingly, this WSA provides a discussion of whether MPWD’s total projected water supplies available during normal, single dry, and multiple dry water years during a 25-year projection will meet the projected water demand associated with the proposed Project, in addition to existing and planned future uses, including agricultural and manufacturing uses.

The 2020 UWMP4 based its commercial and industrial sector growth projections on its Demand Management Decision Support System Model (DSS Model), which examines current water use trends, along with land use forecasts, projections of passive conservation savings, information about potential impacts from climate change, and other factors relevant to sector-specific water use (MPWD, 2021). The DSS Model projects a net increase of 55 commercial and industrial accounts by 2025 and 139 accounts by 2045, compared to 2020, and a projected net increase of 43 MGY of commercial and industrial sector demand by 2025 and 46 MGY by 2045. These projections include assumptions that future water uses will be similar to those for existing accounts within the District, and reflect new commercial and industrial accounts using

0.47 MGY/account on average. As detailed in Section 4, the proposed Project is expected to result in an incremental net increase in demand of 27 MGY by 2025, or 63% of the projected 4 Normal year water projections by sector for the District are presented in Table 4-2 of the District’s 2020 UWMP. ; CWC § 10910 (c)
(1) The city or county, at the time it makes the determination required under Section 21080.1 of the Public Resources Code, shall request each public water system identified pursuant to subdivision (b) to determine whether the projected water demand associated with a proposed project was included as part of the most recently adopted urban water management plan adopted pursuant to Part 2.6 (commencing with Section 10610). (2) If the projected water demand associated with the proposed project was accounted for in the most recently adopted urban water management plan, the public water system may incorporate the requested information from the urban water management plan in preparing the elements of the assessment required to comply with subdivisions (d), (e), (f), and (g).
(3) If the projected water demand associated with the proposed project was not accounted for in the most recently adopted urban water management plan, or the public water system has no urban water management plan, the water supply assessment for the project shall include a discussion with regard to whether the public water system's total projected water supplies available during normal, single dry, and multiple dry water years during a 20-year projection will meet the projected water demand associated with the proposed project, in addition to the public water system's existing and planned future uses, including agricultural and manufacturing uses.
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incremental new demand by 2025 and 59% through the 2045 planning horizon. Based on this, neither the specific Project was envisioned in the 2020 UWMP projections, nor the shift to such high intensity water uses for commercial or industrial accounts.

Therefore, for the purposes of this WSA, it is conservatively assumed that no portion of the water demand associated with the proposed Project is included in the projected District water demands.

5.2 Current and Historical Water Demand Within the MPWD Service Area Historical water demand within the MPWD service area from 2000 through 2021 is summarized in Table 2. The largest proportion of water demand within the MPWD service area is from the single-family sector, which represented 56% of demand in 2020. The remainder of the demand was split between multi-family residential (17%), commercial (10%), landscape irrigation (i.e., dedicated irrigation accounts; 7%), institutional/governmental (3%), industrial (3%), and distribution system losses (4%; MPWD, 2021).

As shown in Table 2, water use within the MPWD service area has significantly declined since 2000. Water use in this time period was highest from 2000-2004, at an average of 1,279 MGY, and steadily decreased in the following decade. In 2015 and 2016, water use reached its lowest (i.e., corresponding with drought and mandatory state-wide water use restrictions and water conservation targets) at an average of 835 MGY. Following the drought, water use from 2017- 2021 remained fairly consistent, at an average of 922 MGY. However, water use in 2021 was slightly lower than previous years, again corresponding with drought conditions. Based on the data summarized in Table 2, the total water use averaged 907 MG from 2016 through 2021.

5.3 MPWD Water Demand Projections
Projected water demands for MPWD are documented in the MPWD 2020 UWMP (2020 UWMP) and presented in Table 3 in 5-year increments. While demand projections for all BAWSCA member agencies were updated in April 2022 as part of the regional demand and conservation projections data collection and analysis update performed by Maddaus Water Management (Maddaus, 2022), no changes were made to MPWD’s demand projections from those presented in the 2020 UWMP, and thus the demand projections presented in this WSA reflect the most recent demand projections for the District.

Taking into account historical water use, expected population increase and other growth, climatic variability, the effects of passive and active water conservation measures, and other assumptions, water demand within MPWD inclusive of the three proposed development projects (Section 0) is projected to increase to 1,158 MG by 2045, an increase of 28% over the 2016-2021 average, and just 82% of the District’s contractual ISG (i.e., 3.891 MGD or 1,420 MGY).

5.4 Planned Development Projects within MPWD
As discussed above, while the 2020 UWMP water demand projections account for growth within the District’s service area, the proposed Project is not explicitly included in these projections and represents a substantially higher intensity of water use than anticipated in the growth envisioned 255

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in the 2020 UWMP. In addition to the proposed Project, MPWD has received requests to prepare WSAs for the 1301 Shoreway Road and 601 Harbor Boulevard development projects, both of which are redevelopment projects, with the construction of new office and/or life science R&D uses. Based on information provided to the District to date, these projects are anticipated to include:
x 1301 Shoreway Road, City of Belmont – redevelopment of a 6.9-acre site currently developed with a 148,919 sq ft office building and associated parking lot and basketball court. The new development would include construction of Class-A buildings for office, technology, and/or R&D, including life sciences, specifically one seven-story 271,589 sq ft building, one eight-story 270,446 sq ft building, and one nine-level 441,280 sq ft parking garage.
x 601 Harbor Boulevard, City of Belmont – redevelopment of a 3.5-acre site currently developed with six existing commercial/industrial buildings. The new development would include construction of a 381,622 sq ft, four-story life sciences building, including three levels of below-grade parking.

These two projects total up to 923,657 sq ft life science space, plus associated parking and landscaping, and like the Proposed Project (Section 5.1) were also not explicitly included in the Districts’ 2020 UWMP demand projections, nor representative of the type of growth envisioned in the 2020 UWMP. WSAs are being prepared separately for each of these projects, which will include estimates of water demand specific to the projects. For purposes of looking at the cumulative impact on water demand of all three projects, using a demand factor of 0.18 GPD/sq ft for life science R&D use (Section 4.1), which is expected to be the largest demand for these projects, the demand for the 1301 Shoreway Road and 642 Quarry Road projects is estimated to be 61 MGY.

5.5 Total Projected MPWD District Water Demand (Inclusive of the Proposed Project) Table 3 shows the projected water demands for MPWD inclusive of the estimated proposed Project water demands, as well as the proposed demands for the two new development projects discussed above.
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ϮϬϬϬ ϮϬϬϭ ϮϬϬϮ ϮϬϬϯ ϮϬϬϰ ϮϬϬϱ ϮϬϬϲ ϮϬϬϳ ϮϬϬϴ ϮϬϬϵ ϮϬϭϬ ϮϬϭϭ ϮϬϭϮ ϮϬϭϯ ϮϬϭϰ ϮϬϭϱ ϮϬϭϲ ϮϬϭϳ ϮϬϭϴ ϮϬϭϵ ϮϬϮϬ ϮϬϮϭ Water Demand 1,338 1,278 1,274 1,206 1,300 1,204 1,189 1,202 1,193 1,106 1,032 1,050 1,057 1,110 957 840 829 903 918 929 965 896 ϭ͕ϯϯϴ ϭ͕Ϯϳϴ ϭ͕Ϯϳϰ ϭ͕ϮϬϲ ϭ͕ϯϬϬ ϭ͕ϮϬϰ ϭ͕ϭϴϵ ϭ͕ϮϬϮ ϭ͕ϭϵϯ ϭ͕ϭϬϲ ϭ͕ϬϯϮ ϭ͕ϬϱϬ ϭ͕Ϭϱϳ ϭ͕ϭϭϬ ϵϱϳ ϴϰϬ ϴϮϵ ϵϬϯ ϵϭϴ ϵϮϵ ϵϲϱ ϴϵϲ dŽƚĂů tĂƚĞƌ ĞŵĂŶĚ dĂďůĞ Ϯ
,ŝƐƚŽƌŝĐĂů tĂƚĞƌ ĞŵĂŶĚ ĨŽƌ DŝĚͲWĞŶŝŶƐƵůĂ tĂƚĞƌ ŝƐƚƌŝĐƚ 642 Quarry Road Project, San Carlos, California
tĂƚĞƌ ĞŵĂŶĚ
DŝĚͲWĞŶŝŶƐƵůĂ tĂƚĞƌ ŝƐƚƌŝĐƚ ,ŝƐƚŽƌŝĐĂů ŶŶƵĂů tĂƚĞƌ ĞŵĂŶĚ (MG) (a)
SingleͲFamily
Residential, 56%
Commercial, 10%
Institutional/
Government, 3%
MultiͲFamily
Residential, 17%
Losses, 4%
Landscape, 7%
Industrial, 3%
ϮϬϮϬ tĂƚĞƌ ĞŵĂŶĚ ďǇ ƵƐƚŽŵĞƌ ^ĞĐƚŽƌ
ϭ͕ϯϯϴ
ϭ͕Ϯϳϴ
ϭ͕Ϯϳϰ
ϭ͕ϮϬϲ
ϭ͕ϯϬϬ
ϭ͕ϮϬϰ
ϭ͕ϭϴϵ
ϭ͕ϮϬϮ
ϭ͕ϭϵϯ
ϭ͕ϭϬϲ
ϭ͕ϬϯϮ
ϭ͕ϬϱϬ
ϭ͕Ϭϱϳ
ϭ͕ϭϭϬ
ϵϱϳ
ϴϰϬ
ϴϮϵ
ϵϬϯ
ϵϭϴ
ϵϮϵ
ϵϲϱ
ϴϵϲ
0 800600400200
1,6001,4001,2001,000
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 ;D'Ϳ ĞŵĂŶĚ tĂƚĞƌ dŽƚĂů
,ŝƐƚŽƌŝĐĂů tĂƚĞƌ ĞŵĂŶĚ
Water Demand
October 2022 EKI C20105.00 257

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dĂďůĞ Ϯ
,ŝƐƚŽƌŝĐĂů tĂƚĞƌ ĞŵĂŶĚ ĨŽƌ DŝĚͲWĞŶŝŶƐƵůĂ tĂƚĞƌ ŝƐƚƌŝĐƚ 642 Quarry Road Project, San Carlos, California
Abbreviations:
"MG" = Million Gallons
Notes:
(a) Historical water demands for per Reference 1. 2020 water use by customer sector per Reference 2.

References:

1.2. 2020 Urban Water Management Plan, MidͲPeninsula Water District, dated September 2021.

Historical water demand data provided by the District via email on 25 August 2022.

Kctober 2022 EKI C20105.00 258

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Table 3
Projected Future Water Demand for MidͲPeninsula Water District 642 Quarry Road Project, San Carlos, California
2025 2030 2035 2040 2045
MPWD District 2020 UWMP (a)
Single Family 553 542 546 552 559
MultiͲFamily 147 143 143 143 144
Commercial 137 146 153 151 150
Industrial 35 32 29 27 25
Institutional/Governmental 34 34 36 37 38
Landscape 76 79 84 84 90
Losses 61 61 61 60 64
642 Quarry Road Project 27 27 27 27 27
Other Proposed Development Projects (b) 26 61 61 61 61
1,096 1,125 1,140 1,142 1,158
Abbreviations:
"MG" = Million Gallons
"MPWD" = MidͲPeninsula Water District
"UWMP" = Urban Water Management Plan
Notes:
(a)
(b)
(c)
References:

1. 2020 Urban Water Management Plan, MidͲPeninsula Water District, dated September 2021.

Projected Annual Water Demand (MG)
Total Water Demand (c)
Water demand projections for MidͲPeninsula are from the 2020 UWMP, and are presented per Table 4Ͳ2 of Reference 1.

The total water demand is the sum of total water use and distribution system losses. Total may not sum due to rounding.

The water demand shown in the table is an estimate of the combined demand for the 601 Harbor Boulevard and 1301 Shoreway Road projects.Specific project water demands are described within the projects' respective Water Supply Assessments. The 1301 Shoreway project is anticipated to be constructed in 2026, and therefore is not included in the 2025 demand esƟmate.

Water Demand (a) 1,096
1,125
1,140
1,142
1,158
0 200
400
600
800
1,000
1,200
1,400
2025 2030 2035 2040 2045
Projected Water Demand (MG)
Projected Future Demands
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6 MPWD WATER SUPPLY
This section identifies MPWD’s water supplies and discusses the vulnerability of the various supplies to drought and other factors affecting water supply reliability. MPWD utilizes imported surface water supply purchased from the SFPUC, which is expected to constitute the sole water supply for the proposed Project.

6.1 Identification of Water Supply Rights
Pursuant to Water Code §10910(d)(1), a WSA is required to include identification of all water supply entitlements, water rights, and water service contracts relevant to the identified water supply for the proposed Project. In accordance with these requirements, this WSA includes a summary of MPWD’s water supply sources and the agreements between MPWD and its wholesale supplier, the SFPUC, and other parties. The primary sources of this information are the 2020 UWMP (MPWD, 2021) and information provided by BAWSCA and SFPUC in support of the development of the SFPUC customer agencies’ 2020 UWMPs.

6.1.1 SFPUC Regional Water System

6.1.1.1 RWS Supply Sources and Allocation
The MPWD purchases 100% of its potable water on a wholesale basis from the City and County of San Francisco’s RWS operated by the SFPUC.

The RWS supply originates predominantly from the Sierra Nevada but also includes treated water produced by the SFPUC from its local watersheds and facilities in Alameda and San Mateo Counties. Approximately 85% of the RWS supply is from the Tuolumne River via the Hetch-Hetchy Reservoir and aqueducts. The remaining 15% is derived from local watersheds and the San Antonio, Calaveras, Crystal Springs, Pilarcitos, and San Andreas Reservoirs.

The business relationship between the City and County of San Francisco and its Wholesale Customers (including MPWD) is largely defined by the Water Supply Agreement between the City and County of San Francisco and Wholesale Customers in Alameda County, San Mateo County, and Santa Clara County (Agreement) entered into in July 2009. The Agreement, which has a 25- year term, addresses water supply availability for the RWS as well as the methodology used by the SFPUC in setting wholesale water rates. This Agreement supersedes an earlier 25-year agreement signed in 1984 and was most recently amended in 2018 (SFPUC, 2018). The amendments included extending the deadline for SFPUC to decide whether to make the cities of San Jose and Santa Clara permanent customers, a revision to the drought allocation formula, and ; CWC § 10910 (d)(1)
The assessment required by this section shall include an identification of any existing water supply entitlements, water rights, or water service contracts relevant to the identified water supply for the proposed project, and a description of the quantities of water received in prior years by the public water system, or the city or county if either is required to comply with this part pursuant to subdivision (b), under the existing water supply entitlements, water rights, or water service contracts. 260

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a deadline extension for completion of its Water Supply Improvement Program (WSIP), among other things. A copy of this Agreement (without signatures) is included in Appendix B.

The Agreement provides a 184 MGD Supply Assurance to the SFPUC’s 24 permanent Wholesale Customers collectively (MPWD, 2021). The Supply Assurance is subject to reduction during periods of water shortage due to drought, emergencies, or other scenarios resulting in a water shortage. Each permanent wholesale customer’s share of the 184 MGD is referred to as their ISG5
. Although the Agreement expires in 2034, the Supply Assurance and ISGs continue in perpetuity as both are subject to separate binding water allocation agreements described above and would continue beyond the term of the Agreement. At expiration of the Agreement, it is likely that a new agreement will be entered into as was done at the termination of the prior 1984 agreement.

MPWD’s contractual ISG allocation from SFPUC is 3.891 MGD for an average of 1,420.22 MG per year (MPWD, 2021).

Information regarding the Agreement and subsequent amendments was provided by BAWSCA in coordination with SFPUC in support of 2020 UWMP development and is provided verbatim below.

In the 2009 Water Supply Agreement, the SFPUC committed to make three decisions before 2018 that affect water supply development:
x Whether or not to make the cities of San Jose and Santa Clara permanent customers,
x Whether or not to supply the additional unmet supply needs of the Wholesale Customers beyond 2018, and
x Whether or not to increase the wholesale customer Supply Assurance above 184 mgd.

Events since 2009 made it difficult for the SFPUC to conduct the necessary water supply planning and The California Environmental Quality Act (CEQA) analysis required to make these three decisions before 2018. Therefore, in the 2018 Amended and Restated Water Supply Agreement, the decisions were deferred for 10 years to 2028.

Additionally, there have been recent changes to instream flow requirements and customer demand projections that have affected water supply planning beyond 2018. As a result, the SFPUC has established an Alternative Water Supply Planning program to evaluate several regional and local water supply options. Through this program, the SFPUC will conduct feasibility studies and develop an Alternative Water Supply Plan by July 2023 to support the continued development of water supplies to meet future needs.

MPWD’s current and projected purchase quantities are approximately equal to 965 MG in 2020 and 1,158 MG in 2045, respectively (MPWD, 2021; see Table 3 and Table 4). Both current and projected quantities are less than MPWD’s contractual ISG of 1,420 MGY, and less than historic use within the District (see Table 2).
5 Two customers (also BAWSCA agencies) do not have ISGs. 261

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6.1.1.2 RWS Supply Reliability
The RWS has historically met demand in its service area in all year types. Factors that will affect future reliability of the RWS are discussed below. Detailed information regarding factors that impact the SFPUC RWS supply reliability are provided in the 2020 UWMP (MPWD, 2021).

The water available to SFPUC’s Retail and Wholesale Customers from the RWS is constrained by hydrology, physical facilities, and the institutional parameters that allocate the water supply of the Tuolumne River (SFPUC, 2021a). In addition, statewide regulations and other factors can impact the system reliability. For example, the implementation of the Bay-Delta Plan Amendment could impact the reliability of the RWS supplies in the future.

If the current Bay-Delta Plan Amendment (July 2018) is implemented, the proposed unimpaired flow volumes would significantly reduce water supply available through the RWS during future drought conditions. MPWD would be required to reduce its water use by as much as 54% during multi-year droughts (MPWD, 2021).

In support of 2020 UWMP development by its Wholesale Customers, SFPUC provided a detailed discussion of the factors contributing to the significant uncertainties surrounding the Bay-Delta Plan Amendment. This discussion is excerpted below:

In December 2018, the State Water Resources Control Board (SWRCB) adopted amendments to the Water Quality Control Plan for the San Francisco Bay/SacramentoSan Joaquin Delta Estuary (Bay-Delta Plan Amendment) to establish water quality objectives to maintain the health of the Bay-Delta ecosystem. The SWRCB is required by law to regularly review this plan. The adopted Bay-Delta Plan Amendment was developed with the stated goal of increasing salmonid populations in three San Joaquin River tributaries (the Stanislaus, Merced, and Tuolumne Rivers) and the Bay-Delta. The BayDelta Plan Amendment requires the release of 30-50% of the “unimpaired flow”6 on the three tributaries from February through June in every year type. In SFPUC modeling of the new flow standard, it is assumed that the required release is 40% of unimpaired flow.

If the Bay-Delta Plan Amendment is implemented, the SFPUC will be able to meet the projected water demands presented in this Urban Water Management Plan (UWMP) in normal years but would experience supply shortages in single dry years or multiple dry years. Implementation of the Bay-Delta Plan Amendment will require rationing in all single dry years and multiple dry years. The SFPUC has initiated an Alternative Water Supply Planning Program (AWSP) to ensure that San Francisco can meet its Retail and Wholesale Customer water needs, address projected dry years shortages, and limit rationing to a maximum 20 percent system-wide in accordance with adopted SFPUC policies. This program is in early planning stages and is intended to meet future water supply challenges and vulnerabilities such as environmental flow needs and other regulatory changes; earthquakes, disasters, and emergencies; increases in population and employment; and 6 "Unimpaired flow represents the natural water production of a river basin, unaltered by upstream diversions, storage, or by export or import of water to or from other watersheds." (Water Quality Control Plan for the San Francisco Bay/Sacramento-San Joaquin Delta Estuary (Dec. 12, 2018) p.17, fn. 14, available at:
https://www.waterboards.ca.gov/plans_policies/docs/2018wqcp.pdf.) 262

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climate change. As the region faces future challenges – both known and unknown – the SFPUC is considering this suite of diverse non-traditional supplies and leveraging regional partnerships to meet Retail and Wholesale Customer needs through 2045.

The SWRCB has stated that it intends to implement the Bay-Delta Plan Amendment on the Tuolumne River by the year 2022, assuming all required approvals are obtained by that time. But implementation of the Plan Amendment is uncertain for multiple reasons.

First, since adoption of the Bay-Delta Plan Amendment, over a dozen lawsuits have been filed in both state and federal courts, challenging the SWRCB’s adoption of the Bay-Delta Plan Amendment, including a legal challenge filed by the federal government, at the request of the U.S. Department of Interior, Bureau of Reclamation. This litigation is in the early stages and there have been no dispositive court rulings as of this date.

Second, the Bay-Delta Plan Amendment is not self-implementing and does not automatically allocate responsibility for meeting its new flow requirements to the SFPUC or any other water rights holders.
…
Third, in recognition of the obstacles to implementation of the Bay-Delta Plan Amendment, the SWRCB Resolution No. 2018-0059 adopting the Bay-Delta Plan Amendment directed staff to help complete a “Delta watershed-wide agreement, including potential flow measures for the Tuolumne River” by March 1, 2019, and to incorporate such agreements as an “alternative” for a future amendment to the Bay-Delta Plan to be presented to the SWRCB “as early as possible after December 1, 2019.” In accordance with the SWRCB’s instruction, on March 1, 2019, SFPUC, in partnership with other key stakeholders, submitted a proposed project description for the Tuolumne River that could be the basis for a voluntary substitute agreement with the SWRCB (“March 1st Proposed Voluntary Agreement”). On March 26, 2019, the Commission adopted Resolution No. 19-0057 to support the SFPUC’s participation in the Voluntary Agreement negotiation process. To date, those negotiations are ongoing under the California Natural Resources Agency and the leadership of the Newsom administration. 7, ,8
There are several sources of uncertainty regarding RWS dry year water supply projections. The key sources of uncertainty include:
x Benefits of the AWSP are not accounted for in current supply projections. As discussed above, SFPUC is exploring options to increase its supplies through the AWSP.

Implementation of feasible projects developed under the AWSP is not yet reflected in the supply reliability scenarios presented herein and is anticipated to reduce the projected RWS supply shortfalls.
7 California Natural Resources Agency, “Voluntary Agreements to Improve Habitat and Flow in the Delta and its Watersheds,” available at https://files.resources.ca.gov/voluntary-agreements/. 8 As of 29 October 2021, state regulators announced that the Voluntary Agreement negotiations process has ceased, with no agreement reached. San Francisco Chronicle, “California Drought: Key Talks Over Water Use Break Down, SF May Face Tighter Regulation,” available at https://www.sfchronicle.com/sf/article/California-drought-Key-talks-over-water-use-16576132.php 263

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x Methodology for Tier One and Tier Two Wholesale drought allocations have not been established for wholesale shortages greater than 20%. As discussed further in Section

6.1.1.4, the current Tier One and Tier Two Plans are not designed for RWS supply shortages of greater than 20%. For UWMP planning purposes per BAWSCA guidance, the Tier One Wholesale share for a 16% to 20% supply reduction (62.5%) has been applied for reductions greater than 20% and an equal percent reduction has been applied across all Wholesale Customers. BAWSCA member agencies have not formally agreed to adopt this shortage allocation methodology and are in discussions about jointly developing an alternative allocation method that would consider additional equity factors if SFPUC is unable to deliver its contractual supply volume and cutbacks to the RWS supply exceed 20%.
x RWS demands are subject to change. The RWS supply availability is dependent upon the collective system demands. The supply scenarios are based on the total projected Wholesale Customer purchases provided by BAWSCA to SFPUC in January 2021. Many BAWSCA agencies have refined their projected demands during the UWMP process after these estimates were provided to SFPUC, and BAWSCA lead a demand projection update that was completed in 2022 that captures some of these changes (Maddaus, 2022).

Furthermore, the RWS demand projections are subject to change in the future based upon future housing needs, increased conservation, and development of additional local supplies, among other factors.
x Frequency and duration of cutbacks are also uncertain. While the projected shortfalls presented in the UWMP appear severe with implementation of the Bay-Delta Plan Amendment, the actual frequency and duration of such shortfalls are uncertain. Based on the Hetch Hetchy and Local Simulation Model (HHLSM) simulations provided by BAWSCA for the Bay-Delta Plan Amendment scenario, rationing is anticipated to be required 20% of years for base year 2025 through 2035, 23% of all years for base year 2040, and 25% of years for base year 2045. In addition to the supply volumes, the above listed uncertainties would also impact the projected frequency and duration of shortfalls.

The 2020 UWMP notes that the implementation of the Bay-Delta Plan Amendment was under negotiation, through Voluntary Settlement Agreement negotiations between SFPUC, in partnership with other key stakeholders and the SWRCB. However, in October 2021, state regulators announced that these negotiations ceased.6 In March 2022, state regulators entered into a Memorandum of Understanding with twelve entities, advancing the process of reaching voluntary settlement agreements.9 It is noted that SFPUC was not among the signatories of this Memorandum of Understanding and has not reached an agreement with state regulators.

Further, implementation of the Bay-Delta Plan Amendment is still pending. The SWRCB has yet to approve an implementation policy for water supply cutbacks associated with the Bay-Delta Plan Amendment, particularly during droughts. Further, there are currently over a dozen active 9 Memorandum of Understanding Advancing a Term Sheet for the Voluntary Agreements to Update and Implement the Bay-Delta Water Quality Control Plan, and Other Related Actions, dated 29 March 2022:
https://resources.ca.gov/-/media/CNRA-Website/Files/NewsRoom/Voluntary-Agreement-Package-March-29- 2022.pdf. It is noted that SFPUC is not a party to this Memorandum of Understanding. 264

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lawsuits challenging the SWRCB’s adoption of the Bay-Delta Plan Amendment. This litigation is in the early stages and there have been no dispositive court rulings as of this date. This is a dynamic situation and the projected drought cutback allocations may need to be revised before the next (i.e., 2025) UWMP depending on court decisions and/or an adopted implementation policy. The Tuolumne River Voluntary Agreement (TRVA) has significant technical support to improve the Tuolumne River ecosystem and, in MPWD’s view, is a preferable path forward that protects water supplies for the RWS and could avoid protracted litigation. MPWD has and will continue to encourage SFPUC to prioritize its commitment to the TRVA negotiations Numerous uncertainties remain surrounding the implementation of the Bay-Delta Plan Amendment. The water supply projections presented in the 2020 UWMP represent a worst-case scenario in which the Bay-Delta Plan Amendment is implemented as written and do not account for implementation of SFPUC’s AWSP. Additional information regarding water service reliability and drought risks can be found in Chapter 7 of MPWD’s 2020 UWMP.

6.1.1.3 Efforts to Increase RWS Supply Reliability
On 2 June 2021, the SFPUC released a memorandum that outlines numerous options the SFPUC is pursuing to improve the supply reliability projected in its 2020 UWMP and meet its Level of Service (LOS) Goals. This memorandum is included as Appendix C. Furthermore, the SFPUC’s WSIP and its Water Management Action Plan (Water MAP) articulate the SFPUC’s goals and objectives to improve the delivery reliability of the RWS, including water supply reliability.

The WSIP program goal is to improve the SFPUC’s ability to reliably meet its Retail and Wholesale Customers water needs in non-drought and drought periods. In 2008, the SFPUC adopted LOS Goals and Objectives in conjunction with the adoption of the WSIP. The SFPUC’s LOS Goals and Objectives include: (a) meeting average annual water demand of 265 MGD from the SFPUC watersheds for Retail and Wholesale Customers during non-drought years for system demands through 2028; (b) meeting dry-year delivery needs through 2028 while limiting rationing to a maximum 20% system-wide reduction in water service during extended droughts; (c) diversifying water supply options during non-drought and drought periods; and (d) improving use of new water sources and drought management, including groundwater, recycled water, conservation, and transfers (SFPUC, 2018). The anticipated completion date of the overall WSIP is May 2023.

As of 31 December 2021, WSIP local projects are 100% complete and regional projects are 98.9% complete (SFPUC, 2021b).

The SFPUC also developed a Water MAP in 2016 to provide the information necessary to begin developing a water supply program for the 2019 to 2040 planning horizon. The SFPUC intends that the Water MAP will guide its efforts to continue to meet its commitments and responsibilities to its customers, including the BAWSCA member agencies (BAWSCA, 2017). The Water MAP was developed with consideration of the 2018 SFPUC’s supply decisions (now postponed to 2028; as discussed above), as well as recent changes to instream flow requirements and customer demand projections. The Water MAP has identified water supply needs on the RWS by 2040 and prioritized those needs in the following order:

1. Meeting existing obligations to existing permanent customers (3.5 MGD). 265

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2. New supply in order to make the City of San Jose a permanent customer of the SFPUC (Up to 9.5 MGD).

3. New supply in order to make the City of Santa Clara a permanent customer of the SFPUC (Up to 5.0 MGD).

4. New supply to meet the City of East Palo Alto’s projected needs above its ISG (Up to

1.5 MGD).

Through implementation of its Long-Term Water Supply Reliability Strategy (LTWSRS), BAWSCA is also actively evaluating opportunities to increase the supply reliability of the RWS (BAWSCA, 2015). The strategy includes short- and long-term implementation plans including water supply management projects that could be implemented to meet identified needs. Potential projects include recycled water projects, desalination projects, water transfer projects, and local capture and reuse projects. In addition, the District is actively participating in the ongoing 2022 Water Supply Reliability Roundtable discussions hosted by BAWSCA to discuss regional water supply reliability and opportunities to pursue the development of additional imported and local water supplies (https://bawsca.org/water/reliability/Roundtable).

In 2016, BAWSCA, California Water Service (Cal Water), SFPUC, the City of Redwood City, the City of San Mateo, and Silicon Valley Clean Water (SVCW; collectively, the “PREP parties”) initiated the development of a Potable Reuse Exploratory Plan (PREP) to study potable reuse as a source of alternative water supply in the Mid-Peninsula region. After three phases of preliminary screening and evaluations, the PREP parties published a Title XVI Feasibility Study and identified a preferred project and path forward for implementing potable reuse in the Mid-Peninsula region (Kennedy Jenks, 2022).

The preferred project would blend 6 MGD of purified water from local wastewater facilities with runoff and streamflow diversion at Crystal Springs Reservoir (Phase 1) and deliver an additional 6 MGD (total of 12 MGD) of purified water directly to local conveyance systems in Redwood City, San Carlos, and/or MPWD (Phase 2). The District is engaged in the planning process, including entering into a Memorandum of Agreement with the PREP parties and committing funds for the development of a basis of design report, and would be a recipient of a portion of the future supply. The San Francisco-Peninsula Regional Purewater (SPRP) project has been identified and is in the early planning phase. Completion of Phase 1 and Phase 2 of the SPRP is anticipated to occur in 2034 and 2037, respectively (Kennedy Jenks, 2022). The project is estimated to cost $700-750 million in capital costs, and $30 million in annual operations and maintenance (Kennedy Jenks, 2022). Upon completion, this project would provide up to 12 MGD or 4,380 MGY of additional supply to the region that can be used during drought years.

6.1.1.4 RWS Water Shortage Allocations
The Agreement includes a Water Shortage Allocation Plan (WSAP) that allocates water from the RWS to Retail and Wholesale Customers during system-wide shortages of 20% or less. As described in detail in the 2020 UWMP, the WSAP has two components:

1. The Tier One Plan, which allocates water between San Francisco and the Wholesale Customers collectively; and

2. The Tier Two Plan, which allocates the collective wholesale customer share among the Wholesale Customers.
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It is noted that the dry year supply reliability projections provided herein (Section 6.2) are obtained from the 2020 UWMP based on application of BAWSCA-provided revised methodology to allocate RWS supplies during projected future single dry and multiple dry years in the instance where the supply shortfalls are greater than 20%.10 However, BAWSCA member agencies are in discussions about jointly developing an allocation method that would consider additional equity factors in the event that SFPUC is not able to deliver its contractual supply volume, and its cutbacks to the RWS supply exceed 20%. While MPWD is working independently and with the other BAWSCA agencies to identify regional mitigation measures to improve reliability for regional and local water supplies and meet its customers’ water needs, MPWD expects that SFPUC’s LOS Goals and Objectives will be met and that it can rely on its contract with SFPUC as written.

6.2 Total Potable Supply in Normal, Single Dry, and Multiple Dry Years As described above, the projected potable water supply sources for MPWD are solely supplied by water purchased from the SFPUC RWS. Historical supplies from 2000 through 2021 are shown on Table 4, including the District’s historical purchases from SFPUC, and the District’s contractual ISG of 1,420.22 MGY. Notably, from 2000-2002, the District used over 90% of its contractual ISG.

However, water use has steadily declined over the past 20 years due to the District’s conservation efforts, and in recent years (i.e., 2014-2021) the District has consistently used less than 70% of its contractual ISG, despite an increasing population within the MPWD service area. A comparison of historical and projected normal year supplies (i.e., SFPUC purchases) and demands through 2045 are shown in Table 5. Table 6 shows the projected demand for MPWD, with the inclusion of the proposed Project, and the anticipated SFPUC purchases through 2045 under normal hydrologic conditions. The current and planned future water supply within MPWD for normal hydrologic years is expected to meet all projected demands, which are estimated to be 1,158 MGY by 2045 and below the District’s ISG of 1,420.22 MGY.

The anticipated dry-year supply estimates presented below are based on the delivery estimates provided by MPWD as part of the 2020 UWMP (MPWD, 2021).11 MPWD’s 2020 UWMP evaluates dry year supply availability under two supply scenarios provided by BAWSCA and SFPUC: (1) assuming implementation of the Bay-Delta Plan Amendment, and (2) without implementation of the Bay-Delta Plan Amendment. Under the scenario without implementation of the Bay-Delta Plan Amendment, no supply shortfalls would be anticipated for the District through 2040, and a shortfall of 10% would be anticipated in the fourth and fifth year of a drought in 2045. As discussed above, because the Bay-Delta Plan Amendment has been adopted and SFPUC and state regulators have not reached a settlement 10 The projected SFPUC RWS supplies presented in this WSA are based on dry year allocation projections included in the 2020 UWMP based on the methodology, assumptions and information utilized and provided by SFPUC and BAWSCA, assuming the implementation of the Bay-Delta Plan; however, actual future supply allocations may vary based on actual shortage levels and the then-applicable allocation methodology being applied by BAWSCA and SFPUC.
11 The projected SFPUC RWS supplies presented in this WSA are based on dry year allocation projections included in the MPWD 2020 UWMP based on the methodology, assumptions and information utilized and provided by SFPUC and BAWSCA; however, actual future supply allocations may vary based on actual shortage levels and the thenapplicable allocation methodology being applied by BAWSCA and SFPUC. 267

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agreement, dry year conditions both with and without Bay-Delta Plan Amendment implementation, as evaluated in the 2020 UWMP, are presented in Tables 7a, 7b, 8a and 8b herein, and considered below.

As discussed in Section 6.1.1.4, BAWSCA provided a revised methodology to allocate RWS supplies during projected future single dry and multiple dry years in the instance where the supply shortfalls are greater than 20% in support of 2020 UWMP development, given the projected dry year shortfalls associated with Bay-Delta Plan Amendment implementation.

However, BAWSCA member agencies are in discussions about jointly developing an allocation method that would consider additional equity factors in the event that SFPUC is not able to deliver its contractual supply volume, and its cutbacks to the RWS supply exceed 20%.

During single dry years, without Bay-Delta Plan Amendment implementation, the annual supply within the MPWD service area will be 1,069 MG by 2045, per the 2020 UWMP. Supply shortfalls relative to total demands during single dry years, inclusive of the three proposed development projects discussed above, are estimated to range between 7% in 2025 and 10% in 2045 (see Table 7a). However, with Bay-Delta Plan Amendment implementation, the annual supply within the MPWD service area will be reduced to 580 MG by 2045. Supply shortfalls during single dry years are estimated to range between 40% in 2025 and 51% in 2045 (see Table 7b).

During multiple dry years, the 2020 UWMP estimates that without Bay-Delta Plan Amendment implementation, the annual supply within the MPWD service area will be reduced to 1,044 MG in 2025 for five years of a drought. In 2045, the UWMP estimates that annual supply will increase to 1,069 MG for the first, second and third years of drought, and reduce to 960 MG in the fourth and fifth years of drought. Supply shortfalls are estimated to range between 7% for a five-year drought in 2025 to 19% during the fourth and fifth years of a drought in 2045 (see Table 8a). With implementation of the Bay-Delta Plan Amendment, the 2020 UWMP estimates that the annual supply within the MPWD service area will be reduced to 668 MG in 2025 during the first year of a drought, and 573 MG in 2025 in the second, third, fourth, and fifth years of drought. The 2020 UWMP further estimates that in 2045, annual supply will be reduced to 580 MG during the first three years of a drought, and 496 MG in fourth and fifth years of drought. Supply shortfalls relative to total demands are estimated to range between 41% during the first year of a drought in 2025 to 58% during the fourth and fifth years of a drought in 2045 (see Table 8b).

If the “worst-case” supply scenario described under Section 6.1.1.2 in which the Bay-Delta Plan Amendment is implemented as written, and not accounting for the implementation of actions identified as part of SFPUC’s AWSP, or BAWSCA’s LTWSRS, shortfalls of up to 58% are projected during drought years. However, it should be noted that these shortfalls are significant, and will occur irrespective of the proposed demands of the three new development projects. To address this issue, under Rule 14.1, MPWD plans to enact its WSCP, which includes Mandatory Staged Restrictions of Water Use. The WSCP systematically identifies ways in which MPWD can reduce water demands during dry years. The overall reduction goals in the WSCP are established for six drought stages and address water demand reductions over 50%. MPWD’s WSCP was revised as part of the 2020 UWMP update process, and includes detailed information about how drought risks are evaluated by MPWD on an annual basis to determine the potential need for reductions. 268

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2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 Purchased Water from SFPUC 1,338 1,278 1,274 1,206 1,300 1,204 1,189 1,202 1,193 1,106 1,032 1,050 1,057 1,110 957 840 829 903 918 929 965 896 1,338 1,278 1,274 1,206 1,300 1,204 1,189 1,202 1,193 1,106 1,032 1,050 1,057 1,110 957 840 829 903 918 929 965 896 Abbreviations:
"MG" = Million Gallons "SFPUC" = San Francisco Public Utilities Commission Notes:
(a) Historical water supply for per Reference 1.

References:

1. Historical water supply data provided by the District via email on 25 August 2022.

Table 4
Historical Water Supply for MidͲPeninsula Water District 642 Quarry Road Project, San Carlos, California
Water Supply Source
Historical Water Supply (MG) (a)
Total Water Supply
1,338
1,278
1,274
1,206
1,300
1,204
1,189
1,202
1,193
1,106
1,032
1,050
1,057
1,110
957
840
829
903
918
929
965
896
0 800600400200
1,6001,4001,2001,000
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 (MG) Supply Water Total
Historical Water Supply
Individual Supply Guarantee (1,420.22 MG)
Kctober 2022 EKI C20105.00 269

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2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2025 2030 2035 2040 2045 Normal Year Supply 1,338 1,278 1,274 1,206 1,300 1,204 1,189 1,202 1,193 1,106 1,032 1,050 1,057 1,110 957 840 829 903 918 929 965 896 1,096 1,125 1,140 1,142 1,158 Water Demand 1,338 1,278 1,274 1,206 1,300 1,204 1,189 1,202 1,193 1,106 1,032 1,050 1,057 1,110 957 840 829 903 918 929 965 896 1,096 1,125 1,140 1,142 1,158 Supply Minus Demand 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Abbreviations:
"MG" = Million Gallons "MG" = Million Gallons "MGY" = Million Gallons Per Year Notes:
(a) Historical supply and demand per Reference 1.
(b)
References:

1.2. Historical water supply and demand data provided by the District via email on 25 August 2022. 2020 Urban Water Management Plan, MidͲPeninsula Water District, dated September 2021.

Table 5
Historical and Projected Supply and Demand for MidͲPeninsula Water District 642 Quarry Road Project, San Carlos, California
Water Supply and Demand
Historical Supply and Demand (MG) (a) Projected Supply and Demand (MG) (b) Projected supply and demand per Table 7Ͳ3 in Reference 2, plus the projected demands of the three proposed development projects. The District’s contractual ISG of 1,420 MGY is anticipated to provide sufficient supply in normal years through 2045. 1,338
1,278
1,274
1,206
1,300
1,204
1,189
1,202
1,193
1,106
1,032
1,050
1,057
1,110
957
840
829
903
918
929
965
896
1,096
1,125
1,140
1,142
1,158
0 800600400200
1,6001,4001,2001,000
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2025 2030 2035 2040 2045 (MG) Demand and Supply Water
Historical and Projected Normal Year Supply and Demand
Water Demand Normal Year Supply
October 2022 EKI C20105.00 270

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2025 2030 2035 2040 2045
Normal Year Supply 1,096 1,125 1,140 1,142 1,158
1,096 1,125 1,140 1,142 1,158
Supply Shortfall (% demand) (b) None None None None None Abbreviations:
"ISG" = Individual Supply Guarantee "RWS" = Regional Water System "MG" = Million Gallons "SFPUC" = San Francisco Public Utilities Commission "MGY" =Million Gallons Per Year "UWMP" = Urban Water Management Plan "MPWD" = MidͲPeninsula Water District
Notes:
(a)
(b)
References:

1. 2020 Urban Water Management Plan, MidͲPeninsula Water District, dated September 2021.

Projected supply and demand per Table 7Ͳ3 in Reference 1, plus the projected demands of the three proposed development projects. The District’s contractual ISG of 1,420 MGY is anticipated to provide sufficient supply in normal years through 2045.

Modeling completed in support of SFPUC's 2020 UWMP indicates that the SFPUC RWS will meet all demands during normal hydrologic years, including those projected in MPWD's 2020 UWMP.

Table 6
Projected Normal Year Water Supply and Demand for MidͲPeninsula Water District 642 Quarry Road Project, San Carlos, California
Water Supply and Demand (a)
Projected Normal Year Supply and Demand (MG)
Water Demand Inclusive of Proposed
Development Projects
1,096
1,125
1,1401,142
1,158
0 200
400
600
800
1,000
1,200
1,400
2025 2030 2035 2040 2045
Projected Water Supply/Demand (MG)
Normal YearͲ Water Supply and Demand
Water Demand Inclusive of Proposed Development Projects Normal Year Supply
October 2022 EKI C20105.00 271

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2025 2030 2035 2040 2045
1,044 1,037 1,051 1,055 1,069
1,096 1,125 1,140 1,142 1,158
Supply Shortfall (% demand) 7% 10% 10% 10% 10%
Abbreviations:
"BDP" = BayͲDelta Plan Amendment "RWS" = Regional Water System "MG" = Million Gallons "SFPUC" = San Francisco Public Utilities Commission "MPWD" = MidͲPeninsula Water District "UWMP" = Urban Water Management Plan Notes:
(a)
(b)
References:

1. Single Dry Year Supply without Implementation of BDP (a)
Table 7a
Comparison of Single Dry Year Water Supply and Demand for MidͲPeninsula Water District Without BayͲDelta Plan Amendment Implementation
642 Quarry Road Project, San Carlos, California
Water Supply and Demand
Projected Dry Year Supply and Demand (MG)
Water Demand Inclusive of Proposed Development
Projects (b)
Projected SFPUC supply is based on dry year supply projections, assuming the BayͲDelta Plan Amendment (BDP) is not implemented. As discussed in Section 6.1.1.2, there are numerous uncertainties associated with implementation of the BDP. Supply projections with the BDP are presented per the MPWD's 2020 UWMP; however, actual future supply allocations may vary based on actual shortage levels and the thenͲapplicable allocation methodology being applied by BAWSCA and SFPUC. Supply volumes are per Table 7Ͳ5, which assumes the BDP will not be implemented, in Reference 1.

Projected demand per Table 7Ͳ5 in Reference 1, plus the projected demands of the three proposed development projects.
2020 Urban Water Management Plan, MidͲPeninsula Water District, dated September 2021. 1,096 1,125 1,140 1,142 1,158
1,044 1,037 1,051 1,055 1,069
0 200
400
600
800
1,000
1,200
1,400
2025 2030 2035 2040 2045
Projected Water Supply/Demand (MG)
SingleͲDry Year Water Supply and Demand
Water Demand Inclusive of Proposed Development Projects (b) Single Dry Year Supply without Implementation of BDP (a) October 2022 EKI C20105.00 272

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2025 2030 2035 2040 2045
668 661 668 672 580
1,096 1,125 1,140 1,142 1,158
Supply Shortfall (% demand) 40% 43% 43% 42% 51%
Abbreviations:
"BDP" = BayͲDelta Plan Amendment "RWS" = Regional Water System "MG" = Million Gallons "SFPUC" = San Francisco Public Utilities Commission "MPWD" = MidͲPeninsula Water District "UWMP" = Urban Water Management Plan Notes:
(a)
(b)
References:

1. 2020 Urban Water Management Plan, MidͲPeninsula Water District, dated September 2021.

Projected SFPUC supply is based on dry year supply projections, assuming the BayͲDelta Plan Amendment (BDP) is implemented as written. As discussed in Section 6.1.1.2, there are numerous uncertainties associated with implementation of the BDP. Supply projections with the BDP are presented per the MPWD's 2020 UWMP; however, actual future supply allocations may vary based on actual shortage levels and the thenͲapplicable allocation methodology being applied by BAWSCA and SFPUC. Supply volumes are per Table 7Ͳ4, which assumes implementation of the BPD, in Reference 1.

Projected demand per Table 7Ͳ4 in Reference 1, plus the projected demands of the three proposed development projects.

Water Demand Inclusive of Proposed Development
Projects (b)
Table 7b
Comparison of Single Dry Year Water Supply and Demand for MidͲPeninsula Water District With BayͲDelta Plan Amendment Implementation
Water Supply and Demand
Projected Dry Year Supply and Demand (MG)
642 Qarry Road Project, San Carlos, California
Single Dry Year Supply with Implementation of BDP (a)
1,096 1,125 1,140 1,142 1,158
668 661 668 672
580
0 200
400
600
800
1,000
1,200
1,400
2025 2030 2035 2040 2045
Projected Water Supply/Demand (MG)
SingleͲDry Year Water Supply and Demand
Water Demand Inclusive of Proposed Development Projects (b) Single Dry Year Supply with Implementation of BDP (a)
Kctober 2022 EKI C20105.00 273

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2025 2030 2035 2040 2045
Year 1 Year 2 Year 3 Year 4 Year 5 Year 1 Year 2 Year 3 Year 4 Year 5 Year 1 Year 2 Year 3 Year 4 Year 5 Year 1 Year 2 Year 3 Year 4 Year 5 Year 1 Year 2 Year 3 Year 4 Year 5 1,044 1,044 1,044 1,044 1,044 1,037 1,037 1,037 1,037 1,037 1,051 1,051 1,051 1,051 1,051 1,055 1,055 1,055 1,055 1,055 1,069 1,069 1,069 960 9601,096 1,096 1,096 1,096 1,096 1,125 1,125 1,125 1,125 1,125 1,140 1,140 1,140 1,140 1,140 1,142 1,142 1,142 1,142 1,142 1,158 1,158 1,158 1,158 1,158 Supply Shortfall (% demand) 7% 7% 7% 7% 7% 10% 10% 10% 10% 10% 10% 10% 10% 10% 10% 10% 10% 10% 10% 10% 10% 10% 10% 19% 19% Abbreviations:
"BDP" = BayͲDelta Plan Amendment "SFPUC" = San Francisco Public Utilities Commission "MG" = Million Acres "UWMP" = Urban Water Management Plan "MPWD" = MidͲPeninsula Water District "WSA" = Water Supply Assessment "RWS" = Regional Water System
Total Dry Year Supply without Implementation of BDP
(b)
Table 8a
Multiple Dry Year Water Supply and Demand for MidͲPeninsula Water District Without BayͲDelta Plan Amendment Implementation
642 Quarry Road Project, San Carlos, California
Water Supply and Demand
Projected Water Supply and Demand During Multiple Dry Years (MG) (a) Water Demand Inclusive of Proposed Development
Projects (c)
1,096 1,096 1,096 1,096 1,096 1,125 1,125 1,125 1,125 1,125 1,140 1,140 1,140 1,140 1,140 1,142 1,142 1,142 1,142 1,142 1,158 1,158 1,158 1,158 1,158 1,044 1,044 1,044 1,044 1,044 1,037 1,037 1,037 1,037 1,037 1,051 1,051 1,051 1,051 1,051 1,055 1,055 1,055 1,055 1,055 1,069 1,069 1,069 960 960
0 800600400200
1,4001,2001,000
Year 1 Year 2 Year 3 Year 4 Year 5 Year 1 Year 2 Year 3 Year 4 Year 5 Year 1 Year 2 Year 3 Year 4 Year 5 Year 1 Year 2 Year 3 Year 4 Year 5 Year 1 Year 2 Year 3 Year 4 Year 5 2025 2030 2035 2040 2045
and Supply Water Projected
(MG) Demand
Multiple Dry YearͲ Water Supply and Demand
Water Demand Inclusive of Proposed Development Projects (c) Total Dry Year Supply without Implementation of BDP (b) Kctober 2022 EKI C20105.00 274

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Table 8a
Multiple Dry Year Water Supply and Demand for MidͲPeninsula Water District Without BayͲDelta Plan Amendment Implementation
642 Quarry Road Project, San Carlos, California
Notes:
(a)
(b)
(c)
References:

1. 2020 Urban Water Management Plan, MidͲPeninsula Water District, dated September 2021.

While WSA regulations only require an analysis of a threeͲyear drought scenario, UWMP regulations were updated in 2018 to include a fiveͲyear drought scenario (California Water Code §10635). Therefore, a fiveͲyear drought scenario is presented here.

Projected SFPUC supply is based on dry year supply projections, assuming the BayͲDelta Plan Amendment (BDP) is not implemented. As discussed in Section 6.1.1.2, there are numerous uncertainties associated with implementation of the BDP. Supply projections with the BDP are presented per the MPWD's 2020 UWMP; however, actual future supply allocations may vary based on actual shortage levels and the thenͲapplicable allocation methodology being applied by BAWSCA and SFPUC. Supply volumes are per Table 7Ͳ7, which assumes the BDP will not be implemented, in Reference 1.

Projected demand per Table 7Ͳ7 in Reference 1, plus the projected demands of the three proposed development projects.

October 2022 EKI C20105.00 275

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August 14, 2023 Packet Pg. 934
2025 2030 2035 2040 2045
Year 1 Year 2 Year 3 Year 4 Year 5 Year 1 Year 2 Year 3 Year 4 Year 5 Year 1 Year 2 Year 3 Year 4 Year 5 Year 1 Year 2 Year 3 Year 4 Year 5 Year 1 Year 2 Year 3 Year 4 Year 5 668 573 573 573 573 661 566 566 566 566 668 573 573 573 526 672 577 577 507 507 580 580 580 496 496 1,096 1,096 1,096 1,096 1,096 1,125 1,125 1,125 1,125 1,125 1,140 1,140 1,140 1,140 1,140 1,142 1,142 1,142 1,142 1,142 1,158 1,158 1,158 1,158 1,158 Supply Shortfall (% demand) 41% 49% 49% 49% 49% 43% 51% 51% 51% 51% 43% 51% 51% 51% 55% 43% 51% 51% 57% 57% 51% 51% 51% 58% 58% Abbreviations:
"BDP" = BayͲDelta Plan Amendment "SFPUC" = San Francisco Public Utilities Commission "MG" = Million Gallons "UWMP" = Urban Water Management Plan "MPWD" = MidͲPeninsula Water District "WSA" = Water Supply Assessment "RWS" = Regional Water System
Table 8b
Multiple Dry Year Water Supply and Demand for MidͲPeninsula Water District With BayͲDelta Plan Amendment Implementation
Projected Water Supply and Demand During Multiple Dry Years (MG) (a) Water Supply and Demand
Water Demand Inclusive of Proposed Development
Projects (c)
642 Quarry Road, San Carlos, California
Total Dry Year Supply with Implementation of BDP (b)
1,096 1,096 1,096 1,096 1,096 1,125 1,125 1,125 1,125 1,125 1,140 1,140 1,140 1,140 1,140 1,142 1,142 1,142 1,142 1,142 1,158 1,158 1,158 1,158 1,158 668
573 573 573 573
661
566 566 566 566
668
573 573 573 526
672
577 577
507 507
580 580 580
496 496
0 800600400200
1,4001,2001,000
Year 1 Year 2 Year 3 Year 4 Year 5 Year 1 Year 2 Year 3 Year 4 Year 5 Year 1 Year 2 Year 3 Year 4 Year 5 Year 1 Year 2 Year 3 Year 4 Year 5 Year 1 Year 2 Year 3 Year 4 Year 5 2025 2030 2035 2040 2045
and Supply Water Projected
(MG) Demand
Multiple Dry YearͲ Water Supply and Demand
Water Demand Inclusive of Proposed Development Projects (c) Total Dry Year Supply with Implementation of BDP (b) October 2022 EKI C20105.00 276

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August 14, 2023 Packet Pg. 935
Table 8b
Multiple Dry Year Water Supply and Demand for MidͲPeninsula Water District With BayͲDelta Plan Amendment Implementation
642 Quarry Road, San Carlos, California
Notes:
(a)
(b)
(c)
References:

1. 2020 Urban Water Management Plan, MidͲPeninsula Water District, dated September 2021.

Projected demand per Table 7Ͳ6 in Reference 1, plus the projected demands of the three proposed development projects.

Supply projections with the BDP are presented per the MPWD's 2020 UWMP; however, actual future supply allocations may vary based on actual shortage levels and the thenͲapplicable allocation methodology being applied by BAWSCA and SFPUC. Supply volumes are per Table 7Ͳ6, which assumes implementation of the BPD, in Reference 1.

October 2022 EKI C20105.00 277

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7 COMPARISON OF SUPPLY AND DEMAND
Pursuant to CWC §10910(c)(3), this WSA must include an estimate of the projected water supplies available to the MPWD under normal, single dry, and multiple dry years, and a discussion of whether those supplies will meet the projected demand associated with the proposed Project, in addition to the water system’s existing and planned future uses. This assessment is parallel to the multiple-dry year supply reliability analysis required for UWMPs under CWC §10635. In 2018, CWC §10635 was revised to require UWMPs to extend this analysis to consider “a drought lasting five consecutive water years.” Although CWC §10910(c)(3) has not yet been updated to require this for WSAs, a five-year drought scenario is also evaluated herein and reflects a multiple dry year analysis.

Tables 6 through 8b provide a comparison of the demands and supplies in normal year, singledry year, and multiple-dry year hydrologic scenarios for MPWD, both assuming implementation of the Bay-Delta Plan Amendment as written, and without implementation of the Bay-Delta Plan Amendment. It is projected that available water supplies will be sufficient to meet the demands ; CWC § 10910 (c)(3)
If the projected water demand associated with the proposed project was not accounted for in the most recently adopted urban water management plan, or the public water system has no urban water management plan, the water supply assessment for the project shall include a discussion with regard to whether the public water system's total projected water supplies available during normal, single dry, and multiple dry water years during a 20-year projection will meet the projected water demand associated with the proposed project, in addition to the public water system's existing and planned future uses, including agricultural and manufacturing uses. ; CWC § 10911 (a)
If, as a result of its assessment, the public water system concludes that its water supplies are, or will be, insufficient, the public water system shall provide to the city or county its plans for acquiring additional water supplies, setting forth the measures that are being undertaken to acquire and develop those water supplies. If the city or county, if either is required to comply with this part pursuant to subdivision (b), concludes as a result of its assessment, that water supplies are, or will be, insufficient, the city or county shall include in its water supply assessment its plans for acquiring additional water supplies, setting forth the measures that are being undertaken to acquire and develop those water supplies. Those plans may include, but are not limited to, information concerning all of the following:
(1) The estimated total costs, and the proposed method of financing the costs, associated with acquiring the additional water supplies.
(2) All federal, state, and local permits, approvals, or entitlements that are anticipated to be required in order to acquire and develop the additional water supplies.
(3) Based on the considerations set forth in paragraphs (1) and (2), the estimated timeframes within which the public water system, or the city or county if either is required to comply with this part pursuant to subdivision (b), expects to be able to acquire additional water supplies. ; CWC § 10911 (c)
The city or county may include in any environmental document an evaluation of any information included in that environmental document provided pursuant to subdivision (b). The city or county shall determine, based on the entire record, whether projected water supplies will be sufficient to satisfy the demands of the project, in addition to existing and planned future uses. If the city or county determines that water supplies will not be sufficient, the city or county shall include that determination in its findings for the project. 278

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under normal year hydrologic conditions through 2045, inclusive of the proposed Project.

However, in drought periods, shortfalls of up to 58% are possible if, as discussed above, the “worst-case” supply scenario is realized in which the Bay-Delta Plan Amendment is implemented as written, and not accounting for the implementation of actions identified as part of SFPUC’s AWSP or BAWSCA’s LTWSRS. As discussed in Section 6.1.1.4, MPWD is working with other agencies to identify regional mitigation measures to improve reliability for regional and local water supplies and meet its customers’ water needs, including through the potable reuse of recycled water. As a result, MPWD expects that SFPUC’s LOS Goals and Objectives will be met and that it can rely on its contract with SFPUC as written. Thus, any dry year shortfalls would be expected to be lower than those shown in Tables 7a through 8b.

As described in Section 6, in response to anticipated future dry-year shortfalls, MPWD has developed a WSCP that systematically identifies ways in which the District can reduce water demands during dry years. The overall reduction goals in the WSCP are established for six drought stages ranging from 10% to greater than 50% shortfalls.

On 12 July 2021, the SFPUC called for voluntary 15% rationing for all wholesale and retail customers in alignment with Governor Newsom’s Executive Order N-10-21. The RWS has historically met demand in its service area in all year types, and prior to 2021, only called for voluntary 10% rationing during 2007 to 2009 and 2014 to 2015. Although the MPWD has not experienced any shortage of RWS deliveries, during a recent drought, it was subject to the SWRCB’s mandatory water reduction target at 20% between June 2015 and May 2016.12 During this period, MPWD surpassed its reduction target and achieved a cumulative water demand reduction of 28.4% compared to its water use in 2013 (SWRCB, 2016).

While RWS reliability is constrained by hydrology, physical facilities, institutional parameters including state and federal regulations, the SFPUC is implementing both capital improvement and planning processes to enhance RWS reliability and meet its contractual commitment to Wholesale Customers through 2045 (see SFPUC memorandum included as Appendix C; SFPUC, 2021c). SFPUC supply projects under development include the following:
x Daly City Recycled Water Expansion: An initial feasibility study completed in 2010 identified the capital requirements that would be needed to produce additional capacity at the existing treatment plant location. The study demonstrated that a new tertiary treatment facility would be required onsite to produce additional capacity of up to 3.4 MGD. Currently, flows that exceed the capacity of the existing treatment plant are discharged into the Pacific Ocean.

With this project, some of that discharge may be treated and used for irrigation. New facilities would include a treatment facility, pump station, distribution pipelines, and storage. The capital cost is estimated to be $85 million, which is budgeted for in the SFPUC’s 10-year capital 12 On 5 May 2015, the SWRCB adopted Resolution 2015-0032 that mandates minimum actions by water suppliers and their customers to conserve water supplies into 2016 and assigned a mandatory water conservation goal to each water supplier based on their R-GPCD. The Resolution was adopted pursuant to Executive Order B-29-15 that directed SWRCB to impose mandatory restrictions on urban water suppliers to achieve a statewide 25% reduction in potable urban water usage to address California’s severe drought conditions. 279

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planning horizon. The annual operations and maintenance (O&M) cost is estimated to be $3 million. Construction may occur as soon as 2023 with operation beginning in 2027. x Alameda County Water District (ACWD) Transfer Partnership: Water would be acquired from Contra Costa Water District (CCWD) for delivery to ACWD through the South Bay Aqueduct utilizing a planned expansion of the Los Vaqueros Reservoir (see below). This project is expected to deliver up to 5 MGD of additional supply. The capital cost is estimated to be $50- 150 million, with an annual O&M cost of $2.5 million. Construction may occur as soon as 2028 with operation beginning in 2032.
x Brackish Water Desalination in Contra Costa County: The Bay Area Brackish Water Treatment (Regional Desalination) Project proposes to turn brackish water into a reliable, drought-proof drinking water supply, delivering a total of up to 10-20 MGD in drought and non-drought years (i.e., dry and normal years), throughout the region. A new brackish water treatment plant would be constructed in East Contra Costa and tie into the existing CCWD system for delivery through Los Vaqueros Reservoir and the South Bay Aqueduct, or delivery via a connection with East Bay Municipal Utility District (EBMUD). The capital cost is estimated to be $200-800 million, with an annual O&M cost of $12-20 million. Construction may occur as soon as 2032 and be phased so that 5-9 MGD would be available to the region by 2035 and a total of 5-11 MGD would be available after 2040.
x ACWD-USD Purified Water Partnership: This may be an indirect or direct potable reuse project that would inject highly-treated water from Union Sanitary District (USD) for groundwater recharge, then recover the water through the ACWD Brackish Groundwater Desalination Plant. How the water would be transferred to the SFPUC remains to be determined. The capital cost is estimated to be $200-400 million, with an annual O&M cost of $2.5 million. Construction may occur as soon as 2038 with operation beginning in 2045. x SF-Peninsula Regional Purewater (SPRP; also referred to as Crystal Springs Purified Water) :

This project is an indirect potable reuse project that would blend wastewater from Silicon Valley Clean Water and possibly the City of San Mateo into Crystal Springs Reservoir and treat the blended water at Harry Tracy Water Treatment Plant for potable reuse. The capital cost is estimated to be $700-750 million, with an annual O&M cost of $18-25 million. Construction currently estimated to begin in 2034 and be phased so that 3-5 MGD would be available to the region by 2035 and up to 7 MGD would be available after 2040. The District is actively engaged in the planning process for this project and has committed funds to the development of a basis of design report, as the next step in the process.

The SPRP project also includes a second phase, which would deliver approximately 6 MGD of purified wastewater directly to local conveyance systems in Redwood City, San Carlos, and/or MPWD (see Section 6.1.1.3). Therefore, the SPRP project would provide up to 12 MGD of additional supply to the region upon completion of both Phase 1 and Phase 2. x Los Vaqueros Reservoir Expansion: Expansion of storage capacity in Los Vaqueros is to allow the ACWD Transfer Partnership and Brackish Water Desalination in Contra Costa County to be optimized. The capital cost is estimated to be $20-50 million. The annual O&M cost is yet to be estimated. Construction may occur as soon as 2021 with operation beginning in 2027. 280

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x Calaveras Reservoir Expansion: Calaveras Reservoir would be expanded to create 94,000 MG additional capacity to store excess RWS supplies or other source water in wet and normal years. In addition to reservoir enlargement, the project would involve infrastructure to pump water to the reservoir, such as pump stations and transmission facilities. The cost of this project is yet to be determined, as construction would not occur until the early 2040s with operation beginning around 2050.

Additionally, within and outside the RWS, BAWSCA is leading multiple efforts to develop additional water supply for its member agencies through implementation of its LTWSRS and ongoing 2022 Water Supply Reliability Roundtable discussions. 281

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8 CONCLUSIONS
As listed in Water Code §10910(c), the primary purpose of this WSA is to evaluate whether the total projected water supplies available during normal, single dry, and multiple dry water years during a 20-year projection will meet the projected water demand associated with the proposed Project, in addition to MPWD’s existing and planned future uses, including agricultural and manufacturing uses.

It should be noted that if the uncertain “worst-case” supply scenario described under Section

6.1.1.2 in which the Bay-Delta Plan Amendment is implemented as written and not accounting for the implementation of actions identified as part of SFPUC’s AWSP, or BAWSCA’s LTWSRS, shortfalls of up to 58% are projected during drought years. However, as described in Section

6.1.1, MPWD expects that SFPUC’s LOS Goals will be met and that it can rely on its contract with SFPUC as written. If drought conditions should arise, MPWD will meet its demands through the implementation of its WSCP, as described in Section 7.

This WSA concludes that MPWD’s contractual ISG allocation of 3.891 MGD from SFPUC is sufficient to meet projected future demands within its service area. MPWD’s future demands, inclusive of the Project and two additional new development projects (Section 5.4), are projected to reach, at most, 82% of the District’s contractual ISG allocation in hydrologically normal years through 2045. Further, supply shortfalls that are currently projected during dry years are anticipated to occur irrespective of the three new development projects. A significant source of uncertainty is how and when the Bay-Delta Plan Amendment (Section 6.1.1.2) will be implemented and how it will affect the supply reliability of the City and County of San Francisco’s RWS. The District will address projected shortfalls through implementation of the District’s WSCP. In addition, as described herein, the District, BAWSCA, and SFPUC are pursuing the development of additional water supplies to improve the RWS and District supply reliability (Section 6.1.1.3). Therefore, this WSA finds that the District's total projected water supplies available during normal, single dry, and multiple dry water years during a 20-year projection will meet the projected water demand associated with the proposed Project, in addition to the District’s existing and planned future uses, with the implementation of its WSCP during dry years.

Nothing in this WSA creates a right or entitlement to water service or any specific level of water service. Nothing in this WSA imposes, expands, or limits any duty concerning the obligation of MPWD to provide certain service to its existing customers or to any future potential customers. 282

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9 REFERENCES
Bay Area Water Supply & Conservation Agency (BAWSCA), 2015. Long-Term Reliable Water Supply Strategy, Phase II Final Report, dated February 2015. https://bawsca.org/uploads/userfiles/files/Plans%20and%20Reports/BAWSCA%20Strat egy%20Phase%20II%20Final%20Report%20Feb%202015%5b1%5d.pdf BAWSCA, 2017. Water Recycling and Potable Reuse, White Paper, prepared by BAWSCA, dated July 2017.
https://bawsca.org/uploads/userfiles/files/WATER%20RECYCLING%20AND%20POTABLE %20REUSE_Final_7_12_17.pdf
BAWSCA, 2018. Statement from Tom Francis, Acting Chief Executive Officer, Before the State Water Resources Control Board (State Board) in Regards to their “Draft Final Bay-Delta Plan Update,” Which Could Severely Reduce the Water Supply for Residents and Businesses in Alameda, San Mateo, and Santa Clara Counties, dated August 2018. http://bawsca.org/uploads/userfiles/files/08-21-
18_BAWSCA's%20SWRCB%20Statement%20-%20TBF%20Final.pdf
BKF Engineers, 2022. Response to Water Supply Assessment Request for Information, MidPeninsula Water District – 642 Quarry Road, prepared by BKF Engineers, dated 15 July 2022.

CBECS, 2017. 2012 Commercial Buildings Energy Consumption Survey, Table WD1. Daily water consumption in large commercial buildings 2012, dated 9 February 2017:
https://www.eia.gov/consumption/commercial/reports/2012/water/.

City of Los Angeles Bureau of Engineering, 2012. Sewage Generation Factors Chart, dated 6 April 2012.
https://engpermitmanual.lacity.org/sites/default/files/documents/Sewage%20Generati on%20Factors%20Chart.pdf
City of South San Francisco, 2019. Genentech Campus Master Plan Update, Draft Environmental Impact Report, prepared by Lamphier-Gregory, dated October 2019. https://files.ceqanet.opr.ca.gov/209011-
2/attachment/OdJQIxKOuKjr5WGnyIG2xCauzTAPWn_DiD0rUsbhwcl7f1txpVw1Jt7XsqNCUGT4BzU15fji99SjJgx0 DWR, 2015. California Code of Regulations, Title 23, Division 2, Chapter 2.7, Model Water Efficient Landscape Ordinance, effective 1 December 2015. https://water.ca.gov/Programs/Water-Use-And-Efficiency/Urban-Water-UseEfficiency/Model-Water-Efficient-Landscape-Ordinance Kennedy Jenks, 2022. Potable Reuse Exploratory Plan (PREP) Title XVI Feasibility Study, dated July 2022.
283

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Maddaus, 2022. BAWSCA Regional Demand and Conservation Projections Data Collection and Analysis Update, dated 14 April 2022.

MPWD, 2021. 2020 Urban Water Management Plan, Mid-Peninsula Water District, dated September 2021. https://wuedata.water.ca.gov/uwmp_plans.asp?cmd=2020 MPWD, 2022a. Data provided by Mid-Peninsula Water District via email on 14 and 15 July 2022.

MPWD, 2022b. Data provided by Mid-Peninsula Water District via email on 6 June 2022.

MPWD, 2022c. Mid-Peninsula Water District 2020 Water Audit Data Report, accessed via the WUEdata - Water Audit Report Data website on 19 May 2022, https://wuedata.water.ca.gov/awwa_plans.

Presidio Bay Ventures, 2022. Information provided by Presidio Bay Ventures via email on 5 October 2022.

SFPUC, 2016. 2015 Urban Water Management Plan, City and County of San Francisco District, prepared by the San Francisco Public Utilities Commission, dated June 2016. https://wuedata.water.ca.gov/uwmp_plans.asp?cmd=2015
SFPUC, 2018. Amended and Restated Water Supply Agreement between the City and County of San Francisco and Wholesale Customers in Alameda County, San Mateo and Santa Clara County, prepared by SFPUC, dated November 2018.

SFPUC, 2021a. 2020 Urban Water Management Plan for the City and County of San Francisco, prepared by the San Francisco Public Utilities Commission, dated June 2021. https://wuedata.water.ca.gov/uwmp_plans.asp?cmd=2020
SFPUC, 2021b. WSIP Regional Projects Quarterly Report – 1st Quarter / Fiscal Year 2021-2022 https://sfpuc.org/sites/default/files/documents/Q1FY22_WSIP_Regional_Qtrly_Report. pdf, dated 6 December 2021.

SFPUC, 2021c. Memorandum Re: Regional Water System Supply Reliability and UWMP 2020, dated 2 June 2021.

SWRCB, 2016. May 2016 Supplier Conservation Compliance, State Water Resources Control Board, Water Conservation Portal
https://www.waterboards.ca.gov/water_issues/programs/conservation_portal/conserv ation_reporting.html
USEPA, 2021. United States Environmental Protection Agency Lean & Water Toolkit: Appendix C, accessed 30 August 2022. https://www.epa.gov/sustainability/lean-water-toolkitappendix-c 284

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Appendix A
ZĞƐƉŽŶƐĞƚŽtĂƚĞƌ^ƵƉƉůǇƐƐĞƐƐŵĞŶƚZĞƋƵĞƐƚĨŽƌ/ŶĨŽƌŵĂƚŝŽŶ&Žƌŵ͕DŝĚͲ WĞŶŝŶƐƵůĂtĂƚĞƌŝƐƚƌŝĐƚʹϲϰϮYƵĂƌƌǇZŽĂĚ
285

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WZK:
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ůĂŵŝŶŽZĞĂůͿ͘dŚĞĞůŵŽŶƚĂůƚƌĂŝŶƐƚĂƚŝŽŶŝƐĂƉƉƌŽǆŝŵĂƚĞůǇŽŶĞͲŚĂůĨŵŝůĞƚŽƚŚĞŶŽƌƚŚǁĞƐƚŽĨƚŚĞƉƌŽũĞĐƚƐŝƚĞŽŶKůĚ ŽƵŶƚǇZŽĂĚ͘
dŚĞϮϬϱ͕ϬϯϲƐƋƵĂƌĞͲĨŽŽƚ;ϰ͘ϳϭĂĐƌĞƐͿƉƌŽũĞĐƚƐŝƚĞĐŽŶƐŝƐƚƐŽĨĂƐŝŶŐůĞƉĂƌĐĞů;ƐƐĞƐƐŽƌWĂƌĐĞůEƵŵďĞƌϬϰϲͲϬϱϭͲϬϴϬϬͿĂůŵŽƐƚ ĞŶƚŝƌĞůǇĚĞǀĞůŽƉĞĚǁŝƚŚďƵŝůĚŝŶŐƐĂŶĚƉĂǀĞĚƉĂƌŬŝŶŐƐƵƌĨĂĐĞƐ͘dŚĞĞǆŝƐƚŝŶŐƐŝƚĞƐƚƌƵĐƚƵƌĞƐĂƌĞĐŽŵƉƌŝƐĞĚŽĨϭϭ ǁĂƌĞŚŽƵƐĞͬƌĞƚĂŝůͬŵĂŶƵĨĂĐƚƵƌŝŶŐͬŽĨĨŝĐĞďƵŝůĚŝŶŐƐƚŽƚĂůŝŶŐϭϬϰ͕ϯϵϭƐƋƵĂƌĞĨĞĞƚ͘dŚĞƐĞďƵŝůĚŝŶŐƐŚĂǀĞďĞĞŶĚŝǀŝĚĞĚŝŶƚŽϭϳ ŝŶĚŝǀŝĚƵĂůƚĞŶĂŶƚƐƉĂĐĞƐŝŶǀŽůǀŝŶŐĂƵƚŽĂŶĚďŽĂƚƌĞƉĂŝƌͬƉĂŝŶƚŝŶŐ͕ƐƚŽƌĂŐĞ͕ƐƚŽŶĞĐƵƚƚŝŶŐ͕ĐŽƵŶƚĞƌƚŽƉĐŽŶƐƚƌƵĐƚŝŽŶĂŶĚƐƚŽƌĂŐĞ͕ ǁĂƚĞƌĨŝůƚƌĂƚŝŽŶĚĞǀĞůŽƉŵĞŶƚ͕ĂŶĚŽĨĨŝĐĞƐ͘
dŚĞƉƌŽũĞĐƚƐŝƚĞŝƐƌĞůĂƚŝǀĞůǇĨůĂƚǁŝƚŚƐŝƚĞŐƌĂĚĞƐǀĂƌǇŝŶŐĨƌŽŵĂƉƉƌŽǆŝŵĂƚĞůǇ ůĞǀĂƚŝŽŶϮϵ͘ϯĨĞĞƚĂƚƚŚĞŶŽƌƚŚǁĞƐƚĐŽƌŶĞƌƚŽ
ĂƉƉƌŽǆŝŵĂƚĞůǇ
ůĞǀĂƚŝŽŶϮϮ͘ϰĨĞĞƚĂƚƚŚĞƐŽƵƚŚĞĂƐƚĐŽƌŶĞƌŽĨƚŚĞƐŝƚĞ͕ƌĞƐƉĞĐƚŝǀĞůǇ͘ĐŚĂŶŶĞůŝǌĞĚƐĞĐƚŝŽŶŽĨĞůŵŽŶƚƌĞĞŬƌƵŶƐ ĂůŽŶŐƚŚĞŶŽƌƚŚǁĞƐƚĞƌŶƉƌŽƉĞƌƚǇďŽƵŶĚĂƌǇ͘
ǆŝƐƚŝŶŐĐŽŶĚŝƚŝŽŶƐĂƚĂŶĚŝŶƉƌŽǆŝŵŝƚǇŽĨƚŚĞƉƌŽũĞĐƚƐŝƚĞĂƌĞĚĞƉŝĐƚĞĚŝŶƐŝƚĞ ƉŚŽƚŽƐ͘
dŚĞƉƌŽũĞĐƚƐŝƚĞŝƐƐŝƚƵĂƚĞĚĂƚƚŚĞŶŽƌƚŚĞƌŶĐŝƚǇůŝŵŝƚĂĚũĂĐĞŶƚƚŽĞůŵŽŶƚƌĞĞŬŝŶƚŚĞ,ĂƌďŽƌ/ŶĚƵƐƚƌŝĂůƌĞĂ;,/ͿǁŝƚŚŝŶƚŚĞ

ĂƐƚ^ŝĚĞƉůĂŶŶŝŶŐĂƌĞĂŽĨ^ĂŶĂƌůŽƐ͘dŚŝƐĂƌĞĂŚĂƐďĞĞŶƚƌĂŶƐŝƚŝŽŶŝŶŐĨƌŽŵůŽǁͲŝŶƚĞŶƐŝƚǇĐŽŵŵĞƌĐŝĂůĂŶĚŝŶĚƵƐƚƌŝĂůďƵƐŝŶĞƐƐĞƐ ƚŽďŝŽƚĞĐŚŶŽůŽŐǇ͕ůŝĨĞƐĐŝĞŶĐĞƐ͕ĂŶĚŚŝŐŚͲƚĞĐŚŽĨĨŝĐĞůĂŶĚƵƐĞƐŽǀĞƌƚŚĞůĂƐƚĚĞĐĂĚĞ͘dŚĞŝƚǇŽĨ^ĂŶĂƌůŽƐϮϬϯϬ'ĞŶĞƌĂůWůĂŶ ĚĞƐŝŐŶĂƚĞƐƚŚĞƉƌŽũĞĐƚƐŝƚĞĂƐWůĂŶŶĞĚ/ŶĚƵƐƚƌŝĂů͕ĂůĂŶĚƵƐĞĚĞƐŝŐŶĂƚŝŽŶŝŶƚĞŶĚĞĚƉƌŝŵĂƌŝůǇĨŽƌƌĞƐĞĂƌĐŚĂŶĚĚĞǀĞůŽƉŵĞŶƚ͕ďŝŽͲ ƚĞĐŚ͕ůŝŐŚƚŝŶĚƵƐƚƌŝĂů͕ĨůĞǆ͕ǁĂƌĞŚŽƵƐŝŶŐ͕ĂŶĚƌĞůĂƚĞĚƵƐĞƐ͘hƐĞƐŝŶƚŚŝƐůĂŶĚƵƐĞĚĞƐŝŐŶĂƚŝŽŶŐĞŶĞƌĂůůǇŝŶĐůƵĚĞƌĞƚĂŝů͕ƐĞƌǀŝĐĞ͕ ŽĨĨŝĐĞ͕ZΘ͕ĂŶĚŝŶĚƵƐƚƌŝĂůƵƐĞƐ͘dŚĞƉƌŽũĞĐƚŝƐǌŽŶĞĚ>ŝŐŚƚ/ŶĚƵƐƚƌŝĂů;/>Ϳ͕ǁŚŝĐŚĂĐĐŽŵŵŽĚĂƚĞƐĂĚŝǀĞƌƐĞƌĂŶŐĞŽĨůŝŐŚƚŝŶĚƵƐƚƌŝĂů ƵƐĞƐ͘
dŚĞƉƌŽũĞĐƚƐŝƚĞŝƐƐƵƌƌŽƵŶĚĞĚďǇƵƌďĂŶĚĞǀĞůŽƉŵĞŶƚŝŶĐůƵĚŝŶŐĐŽŵŵĞƌĐŝĂůĂŶĚƌĞƐŝĚĞŶƚŝĂůƉƌŽƉĞƌƚŝĞƐ;&ŝŐƵƌĞϮͿ͘dŚĞƉƌŽũĞĐƚ ƐŝƚĞŝƐďŽƌĚĞƌĞĚďǇKůĚŽƵŶƚƌǇZŽĂĚƚŽƚŚĞƐŽƵƚŚǁĞƐƚ͕YƵĂƌƌǇZŽĂĚƚŽƚŚĞƐŽƵƚŚĞĂƐƚ͕ĐŽŵŵĞƌĐŝĂůĚĞǀĞůŽƉŵĞŶƚƚŽƚŚĞ ŶŽƌƚŚĞĂƐƚĂŶĚĞůŵŽŶƚƌĞĞŬƚŽƚŚĞŶŽƌƚŚǁĞƐƚ͘
dŽƚĂůůŽƚƐŝǌĞŽĨWƌŽũĞĐƚ;ƐƋƵĂƌĞĨĞĞƚͿ͗
ϮϬϱ͕Ϭϯϲ
dŽƚĂůďƵŝůĚŝŶŐĂƌĞĂ;ƐƋƵĂƌĞĨĞĞƚͿ͗
ϰϭϬ͕ϬϳϮ
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August 14, 2023 Packet Pg. 945

DŝĚͲWĞŶŝŶƐƵůĂtĂƚĞƌŝƐƚƌŝĐƚͲϲϰϮYƵĂƌƌǇZŽĂĚ
tĂƚĞƌ^ƵƉƉůǇƐƐĞƐƐŵĞŶƚZĞƋƵĞƐƚĨŽƌ/ŶĨŽƌŵĂƚŝŽŶ&Žƌŵ
t^Z&/&Žƌŵ WĂŐĞϮŽĨϱ
</ϮϬϭϬϱ͘ϬϬ
WƌŽǀŝĚĞĂůůĂƐƐĞƐƐŽƌ͛ƐƉĂƌĐĞůŶƵŵďĞƌƐ;WEƐͿĂƐƐŽĐŝĂƚĞĚǁŝƚŚƚŚĞWƌŽũĞĐƚ͘ ϬϰϲͲϬϰϭͲϯϴϬ
܈ƚƚĂĐŚĂĨŝŐƵƌĞŝĚĞŶƚŝĨǇŝŶŐƚŚĞWƌŽũĞĐƚƐŝƚĞƉůĂŶƚŚĂƚĐĂŶďĞŝŶĐůƵĚĞĚŝŶƚŚĞt^͘ WůĞĂƐĞƐĞĞƚƚĂĐŚŵĞŶƚ͘
WƌŽǀŝĚĞĂůůWƌŽũĞĐƚůĂŶĚƵƐĞƐ͘/ĨƚŚĞWƌŽũĞĐƚŝŶĐůƵĚĞƐŚŽƵƐŝŶŐ͕ƉůĞĂƐĞƐƉĞĐŝĨǇƚŚĞƚǇƉĞŽĨĂŶƚŝĐŝƉĂƚĞĚŚŽƵƐŝŶŐƵŶŝƚƐǁŝƚŚĂƐ ŵƵĐŚĚĞƚĂŝůĂƐĂǀĂŝůĂďůĞ͘/ĨĂĚĚŝƚŝŽŶĂůƌŽǁƐĂƌĞŶĞĞĚĞĚ͕ƉůĞĂƐĞƉƌŽǀŝĚĞĂƐĂƚƚĂĐŚŵĞŶƚ͘ >ĂŶĚhƐĞ ^ƋƵĂƌĞ&ŽŽƚĂŐĞ EƵŵďĞƌŽĨ,ŽƵƐŝŶŐhŶŝƚƐ
>ŝĨĞ^ĐŝĞŶĐĞĂŵƉƵƐͲƵŝůĚŝŶŐƐ E͗Ϯϭϱ͕ϬϮϮ
^͗ϭϵϮ͕ϲϱϬ
Ϭ
>ŝĨĞ^ĐŝĞŶĐĞĂŵƉƵƐʹWĂƌŬŝŶŐ
^ƚƌƵĐƚƵƌĞƵŝůĚŝŶŐDĂŶĂŐĞŵĞŶƚ
KĨĨŝĐĞ
Ϯ͕ϰϬϬ Ϭ

ŽĞƐƚŚĞWƌŽũĞĐƚŝŶĐůƵĚĞĂŶǇŽĨƚŚĞĨŽůůŽǁŝŶŐǁĂƚĞƌƵƐŝŶŐĨĞĂƚƵƌĞƐ;Ğ͘Ő͕͘ƉŽŽůƐ͕ĨŽƵŶƚĂŝŶƐ͕ĐŽŶƐƚƌƵĐƚĞĚƉŽŶĚƐ͕ĞƚĐ͘Ϳ͍ ܆zĞƐ܈EŽ
/ĨǇĞƐ͕ĚĞƐĐƌŝďĞ͗
Eͬ
/ƐƚŚĞWƌŽũĞĐƚĞǆƉĞĐƚĞĚƚŽŝŶĐůƵĚĞĂŶǇŵĂŶƵĨĂĐƚƵƌŝŶŐƚǇƉĞƵƐĞƐ͍܆zĞƐ܈EŽ /ĨǇĞƐ͕ĚĞƐĐƌŝďĞ͗
EŽŶĞ͕ĂŶƚŝĐŝƉĂƚĞĚĨŽƌƚŚĞŽƌĞΘ^ŚĞůůƐĐŽƉĞ͕ĂŶĚŝƚƐůŝŬĞůǇŶŽƚĨŽƌƚŚĞ>ŝĨĞ^ĐŝĞŶĐĞĂŵƉƵƐŵĂƌŬĞƚĞĚƚŽǁĂƌĚƐKĨĨŝĐĞͬ>Ăď ƚĞŶĂŶƚƐ͘
287

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August 14, 2023 Packet Pg. 946

DŝĚͲWĞŶŝŶƐƵůĂtĂƚĞƌŝƐƚƌŝĐƚͲϲϰϮYƵĂƌƌǇZŽĂĚ
tĂƚĞƌ^ƵƉƉůǇƐƐĞƐƐŵĞŶƚZĞƋƵĞƐƚĨŽƌ/ŶĨŽƌŵĂƚŝŽŶ&Žƌŵ
t^Z&/&Žƌŵ WĂŐĞϯŽĨϱ
</ϮϬϭϬϱ͘ϬϬ
/ƐƚŚĞWƌŽũĞĐƚĞǆƉĞĐƚĞĚƚŽŝŶĐůƵĚĞĂŶǇĨŽŽĚƐĞƌǀŝĐĞƵƐĞƐ͍ ܈zĞƐ܆EŽ /ĨǇĞƐ͕ĚĞƐĐƌŝďĞ͗
dŚĞEŽƌƚŚƵŝůĚŝŶŐǁŝůůŝŶĐůƵĚĞĂǁĂƌŵŬŝƚĐŚĞŶ͕ǁŚŝůĞƚŚĞ^ŽƵƚŚƵŝůĚŝŶŐǁŝůůŚĂǀĞĂůŽƵŶŐĞƚŚĂƚǁŝůůŽĨĨĞƌŐƌĂďĂŶĚŐŽĨŽŽĚĂŶĚ ďĞŽƉĞƌĂƚĞĚďǇƚŚĞĂƉƉůŝĐĂŶƚ͛ƐƐĞůĞĐƚĞĚǀĞŶĚŽƌ͘
/ƐƚŚĞWƌŽũĞĐƚĞǆƉĞĐƚĞĚƚŽŝŶĐůƵĚĞĂŶǇĐůĞĂŶŝŶŐƐĞƌǀŝĐĞƵƐĞƐ͍ ܆zĞƐ܈EŽ /ĨǇĞƐ͕ĚĞƐĐƌŝďĞ͗
Eͬ
/ƐƚŚĞWƌŽũĞĐƚĞǆƉĞĐƚĞĚƚŽŝŶĐůƵĚĞŚŽƚĞůƵƐĞƐ͍ ܆zĞƐ܈EŽ /ĨǇĞƐ͕ƉƌŽǀŝĚĞƚŚĞŶƵŵďĞƌŽĨƌŽŽŵƐ͗
Eͬ
ŽĞƐƚŚĞWƌŽũĞĐƚŝŶĐůƵĚĞŝŶƐƚŝƚƵƚŝŽŶĂůŚŽƵƐŝŶŐ;Ğ͘Ő͕͘ŚŽƐƉŝƚĂůƐ͕ŶƵƌƐŝŶŐŚŽŵĞƐ͕ƌĞŚĂďŝůŝƚĂƚŝŽŶĐĞŶƚĞƌƐ͕ĞƚĐ͘Ϳ͍ ܆zĞƐ܈EŽ /ĨǇĞƐ͕ŝŶĚŝĐĂƚĞŚŽǁŵĂŶǇďĞĚƐ͗
Eͬ
tŝůůƚŚĞWƌŽũĞĐƚƵƐĞŶŽŶͲĚŽŵĞƐƚŝĐǁĂƚĞƌ;Ğ͘Ő͕͘ƉƌŽĐĞƐƐǁĂƚĞƌ͕ƉůƵŵďĞĚĚŝƐƚŝůůĞĚǁĂƚĞƌ͕ĞƚĐ͘Ϳ͍ ܆zĞƐ܈EŽ /ĨǇĞƐ͕ĚĞƐĐƌŝďĞ͗
Eͬ
WƌŽǀŝĚĞƚŚĞĞǆƉĞĐƚĞĚŶƵŵďĞƌŽĨĞŵƉůŽǇĞĞƐ͕ŝĨĂƉƉůŝĐĂďůĞ͘/ĨWƌŽũĞĐƚŝŶĐůƵĚĞƐŵƵůƚŝƉůĞůĂŶĚƵƐĞƐ͕ŝŶĚŝĐĂƚĞƚŚĞŶƵŵďĞƌŽĨ ĞŵƉůŽǇĞĞƐĨŽƌĞĂĐŚůĂŶĚƵƐĞ͘/ĨĂŶŝŶĐƌĞĂƐĞŝƐĂŶƚŝĐŝƉĂƚĞĚĨŽƌ͞ƉĞĂŬƐĞĂƐŽŶƐ͕͟ƉƌŽǀŝĚĞƚŚĞŶƵŵďĞƌŽĨĞŵƉůŽǇĞĞƐĂŶĚ ĂŶƚŝĐŝƉĂƚĞĚĚƵƌĂƚŝŽŶŽĨƚŚĞƉĞĂŬƐĞĂƐŽŶ;ƐͿ͘
tĞĂŶƚŝĐŝƉĂƚĞŽŶĞ;ϭͿĞŵƉůŽǇĞĞĨŽƌĞǀĞƌǇϮϱϬƐƋ͘Ĩƚ͘ŝŶƚŚĞŽĨĨŝĐĞĂƌĞĂƐĂŶĚŽŶĞ;ϭͿĞŵƉůŽǇĞĞĨŽƌĞǀĞƌǇϯϱϬƐƋ͘Ĩƚ͘ŝŶƚŚĞůĂď ĂƌĞĂƐ͕ƐŽĂƉƉƌŽǆŝŵĂƚĞůǇϭ͕ϰϬϬƚŽƚĂůĞŵƉůŽǇĞĞƐ͘EŽĂĚũƵƐƚŵĞŶƚĨŽƌƉĞĂŬƐĞĂƐŽŶ͘ WƌŽǀŝĚĞƚŚĞĞǆƉĞĐƚĞĚŶƵŵďĞƌŽĨƌĞƐŝĚĞŶƚƐ͕ŝĨĂƉƉůŝĐĂďůĞ͘/ĨWƌŽũĞĐƚŝŶĐůƵĚĞƐŵƵůƚŝƉůĞŚŽƵƐŝŶŐƚǇƉĞƐ͕ŝŶĚŝĐĂƚĞƚŚĞŶƵŵďĞƌŽĨ ƌĞƐŝĚĞŶƚƐĂŶƚŝĐŝƉĂƚĞĚƉĞƌŚŽƵƐŝŶŐƚǇƉĞ͘
EŽƉĞƌŵĂŶĞŶƚƌĞƐŝĚĞŶƚƐ͘ŽŵŵĞƌĐŝĂůƵƐĞŽŶůǇ͘
WƌŽǀŝĚĞƚŚĞĂŶƚŝĐŝƉĂƚĞĚďƵŝůĚŽƵƚƐĐŚĞĚƵůĞĨŽƌƚŚĞWƌŽũĞĐƚ͕ŝŶĐůƵĚŝŶŐĂŶƚŝĐŝƉĂƚĞĚĚĂƚĞŽĨĐŽŵƉůĞƚŝŽŶĂŶĚĂŶǇĂŶƚŝĐŝƉĂƚĞĚ ƉĂƌƚŝĂůŽĐĐƵƉĂŶĐǇŵŝůĞƐƚŽŶĞƐ͘
WůĞĂƐĞƐĞĞƚƚĂĐŚŵĞŶƚŽĨƚŚŝƐĐŽŵƉůĞƚĞĚŝŶĨŽƌŵĂƚŝŽŶĨŽƌŵ͘ 288

10.iii
August 14, 2023 Packet Pg. 947

DŝĚͲWĞŶŝŶƐƵůĂtĂƚĞƌŝƐƚƌŝĐƚͲϲϰϮYƵĂƌƌǇZŽĂĚ
tĂƚĞƌ^ƵƉƉůǇƐƐĞƐƐŵĞŶƚZĞƋƵĞƐƚĨŽƌ/ŶĨŽƌŵĂƚŝŽŶ&Žƌŵ
t^Z&/&Žƌŵ WĂŐĞϰŽĨϱ
</ϮϬϭϬϱ͘ϬϬ
td
Z^hWW>z^KhZ
^
/ĚĞŶƚŝĨǇĂŶǇƐŽƵƌĐĞ;ƐͿŽĨǁĂƚĞƌŽƚŚĞƌƚŚĂŶƉŽƚĂďůĞǁĂƚĞƌƚŚĂƚǁŝůůƐƵƉƉůǇƚŚĞWƌŽũĞĐƚ;Ğ͘Ő͕͘ƌĞĐǇĐůĞĚǁĂƚĞƌ͕ŽŶͲƐŝƚĞƌĞƵƐĞ͕ĞƚĐ͘Ϳ͘ Eͬ
tĂƚĞƌ^ŽƵƌĐĞ ŶŶƵĂůsŽůƵŵĞǀĂŝůĂďůĞ ŶŶƵĂůsŽůƵŵĞŶƚŝĐŝƉĂƚĞĚƚŽďĞ hƐĞĚďǇWƌŽũĞĐƚhƐĞƐ
Eͬ Eͬ Eͬ

WZK:
dtd
Z
DE^
,ĂǀĞǁĂƚĞƌĚĞŵĂŶĚƐďĞĞŶĞƐƚŝŵĂƚĞĚĨŽƌƚŚŝƐWƌŽũĞĐƚ͍܈zĞƐ܆EŽ /ĨǇĞƐ͕ƉƌŽǀŝĚĞĞƐƚŝŵĂƚĞĚĂŶŶƵĂůǁĂƚĞƌĚĞŵĂŶĚ͘/ŶĐůƵĚĞĞƐƚŝŵĂƚĞƐĨŽƌĂůůůĂŶĚƵƐĞƐĂŶĚƐƵƉƉůǇƐŽƵƌĐĞƐ͘/ŶĐůƵĚĞĂĚĞƐĐƌŝƉƚŝŽŶ ŽĨƚŚĞďĂƐŝƐƵƐĞĚĨŽƌƚŚĞĞƐƚŝŵĂƚĞƐ͘

ƐƚŝŵĂƚĞĚďĂƐĞůŝŶĞĂŶŶƵĂůǁĂƚĞƌĚĞŵĂŶĚŝƐϭ͕Ϯϲϳ͕ϳϭϮŐĂůůŽŶƐƉĞƌǇĞĂƌĨŽƌŝŶƚĞƌŝŽƌƉůƵŵďŝŶŐŽŶůǇƉĞƌ>

ǀϰŝŶĚŽŽƌǁĂƚĞƌ
ĐĂůĐƵůĂƚŽƌ͘
܈ƚƚĂĐŚƚŚĞůĂŶĚƐĐĂƉŝŶŐƉůĂŶƚŽƚŚŝƐĨŽƌŵ͕ŝĨĂǀĂŝůĂďůĞ͘ /ĨƚŚĞ ůĂŶĚƐĐĂƉŝŶŐƉůĂŶŝƐŝŶĐůƵĚĞĚ͕ĞŶƐƵƌĞƚŚĂƚŝƚĂĚĚƌĞƐƐĞƐĂůůŽĨƚŚĞĨŽůůŽǁŝŶŐŝƚĞŵƐŽƌƉƌŽǀŝĚĞĂǁƌŝƚƚĞŶƌĞƐƉŽŶƐĞďĞůŽǁ͗ /ŶĚŝĐĂƚĞƚŚĞWƌŽũĞĐƚůĂŶĚƐĐĂƉŝŶŐƐƋƵĂƌĞĨŽŽƚĂŐĞ͕ĂŶƚŝĐŝƉĂƚĞĚƵƐĞ;Ğ͘Ő͕͘ŐĂƚŚĞƌŝŶŐƐƉĂĐĞ͕ƉůĂǇŐƌŽƵŶĚ͕ĂĞƐƚŚĞƚŝĐ͕ĞƚĐ͘Ϳ͕ĂŶĚ ǁĂƚĞƌƐƵƉƉůǇƐŽƵƌĐĞ͘/ŶĚŝĐĂƚĞĂŶǇĂƌĞĂƐĂƐƐŽĐŝĂƚĞĚǁŝƚŚŚŽƵƐŝŶŐƵŶŝƚƐ;ŝ͘Ğ͕͘ĂƌĞĂƐŵĂŶĂŐĞĚďǇƚŚĞƌĞƐŝĚĞŶƚƐ͕ŶŽƚĐŽŵŵŽŶ ƐƉĂĐĞͿ͘/ŶĚŝĐĂƚĞŝĨĂŶǇĂƌĞĂƐŵĞĞƚƚŚĞ^ƚĂƚĞtĂƚĞƌZĞƐŽƵƌĐĞƐŽŶƚƌŽůŽĂƌĚĚĞĨŝŶŝƚŝŽŶŽĨŶŽŶͲĨƵŶĐƚŝŽŶĂůƚƵƌĨ;ŝ͘Ğ͕͘͞ƚƵƌĨƚŚĂƚŝƐ ƐŽůĞůǇŽƌŶĂŵĞŶƚĂůĂŶĚŶŽƚƌĞŐƵůĂƌůǇƵƐĞĚĨŽƌŚƵŵĂŶƌĞĐƌĞĂƚŝŽŶĂůƉƵƌƉŽƐĞƐŽƌĨŽƌĐŝǀŝĐŽƌĐŽŵŵƵŶŝƚǇĞǀĞŶƚƐ͘EŽŶͲĨƵŶĐƚŝŽŶĂů ƚƵƌĨĚŽĞƐŶŽƚŝŶĐůƵĚĞƐƉŽƌƚƐĨŝĞůĚƐĂŶĚƚƵƌĨƚŚĂƚŝƐƌĞŐƵůĂƌůǇƵƐĞĚĨŽƌŚƵŵĂŶƌĞĐƌĞĂƚŝŽŶĂůƉƵƌƉŽƐĞƐŽƌĨŽƌĐŝǀŝĐŽƌĐŽŵŵƵŶŝƚǇ ĞǀĞŶƚƐ͘͟Ϳ͘
dŽƚĂůůĂŶĚƐĐĂƉŝŶŐĂƌĞĂŝƐϯϰ͕ϳϲϯƐƋ͘Ĩƚ͕͘ŝŶĐůƵĚŝŶŐ^ǇŶƚŚĞƚŝĐůĂǁŶĂƌĞĂƵƐĞĚĨŽƌƌĞĐƌĞĂƚŝŽŶĂůƉƵƌƉŽƐĞƐĂŶĚĐŽŵŵƵŶŝƚǇĞǀĞŶƚƐ͘ ,ĂǀĞǁĂƚĞƌĚĞŵĂŶĚƐďĞĞŶĞƐƚŝŵĂƚĞĚĨŽƌƚŚĞWƌŽũĞĐƚůĂŶĚƐĐĂƉŝŶŐ͍܈zĞƐ܆EŽ /ĨǇĞƐ͕ƉƌŽǀŝĚĞƚŚĞĞƐƚŝŵĂƚĞĚƚŽƚĂůǁĂƚĞƌƵƐĞ;
dthͿ͕ĂŶĚŝŶĐůƵĚĞĐĂůĐƵůĂƚŝŽŶƐĂƐĂŶĂƚƚĂĐŚŵĞŶƚ͘

dthŝƐϰϬϵ͕ϭϴϯŐĂůůŽŶƐƉĞƌǇĞĂƌ͘^ĞĞƚƚĂĐŚŵĞŶƚ͕ƐŚĞĞƚ>ϵ͘Ϭϱ/ƌƌŝŐĂƚŝŽŶĂůĐƵůĂƚŝŽŶ͘ 289

10.iii
August 14, 2023 Packet Pg. 948

DŝĚͲWĞŶŝŶƐƵůĂtĂƚĞƌŝƐƚƌŝĐƚͲϲϰϮYƵĂƌƌǇZŽĂĚ
tĂƚĞƌ^ƵƉƉůǇƐƐĞƐƐŵĞŶƚZĞƋƵĞƐƚĨŽƌ/ŶĨŽƌŵĂƚŝŽŶ&Žƌŵ
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290

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August 14, 2023 Packet Pg. 949
642 QUARRY ROAD
Project Number: 10294.001
PRE APPLICATION SUBMITTAL 08.31.2021
PLANNING SUBMITTAL 10.15.2021
0 GRAPHIC SCALE: 1" = 30'
60 30 30
Attachment A
291

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August 14, 2023 Packet Pg. 950
Attachment B Attachment C
292

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August 14, 2023 Packet Pg. 951
Attachment B Attachment C
293

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August 14, 2023 Packet Pg. 952
Attachment B Attachment C
294

10.iii
August 14, 2023 Packet Pg. 953
ID Task Name Duration Start Finish Predecessors
1 Construction 503 days Tue 1/31/23 Fri 2/7/25
2 Demolition / Rough Grading 86 days Tue 1/31/23 Thu 6/1/233 Last tenant vacates bldg 0 days Tue 1/31/23 Tue 1/31/234 PG&E Safe Off 3 days Tue 1/31/23 Thu 2/2/23 35 Safe off wet utilities 5 days Tue 1/31/23 Mon 2/6/23 36 Install SWPP 2 days Tue 1/31/23 Wed 2/1/23 37 City approves PG&E cut off letter 3 days Fri 2/3/23 Tue 2/7/23 48 Demo Bldgs 6 wks Wed 2/8/23 Wed 3/22/23 79 Demo hardscape and existing utilities 4 wks Thu 3/23/23 Wed 4/19/23 8 10 Rough grade site / Build pads 6 wks Thu 4/20/23 Thu 6/1/23 91112 BN 415 days Thu 5/4/23 Tue 1/7/2513 Piles 30 days Thu 5/4/23 Thu 6/15/23 10SS+2 wks14 Regrade pad 5 days Fri 6/16/23 Thu 6/22/23 1315 Footings 8 wks Fri 6/23/23 Fri 8/18/23 1416 Underslab utilities 3 wks Mon 8/7/23 Fri 8/25/23 15SS+6 wks17 Slab 5 wks Mon 8/28/23 Mon 10/2/23 15,1618 Erect Steel / Decks 18 wks Tue 10/3/23 Fri 2/16/24 1719 Build Roof 18 wks Tue 2/20/24 Tue 6/25/24 1820 Exterior skin 16 wks Wed 6/26/24 Thu 10/17/24 1921 Interior shafts 6 wks Tue 2/20/24 Mon 4/1/24 1822 Elevators 11 wks Wed 6/26/24 Thu 9/12/24 1923 Site work around bldg 10 wks Fri 10/18/24 Tue 1/7/25 202425 Parking Garage 373 days Mon 7/10/23 Fri 1/10/2526 Piles 20 days Mon 7/10/23 Fri 8/4/23 4527 Regrade pad 7 days Mon 8/7/23 Tue 8/15/23 2628 Footings 10 wks Wed 8/16/23 Wed 10/25/23 2729 Underslab utilities 3 wks Thu 9/28/23 Wed 10/18/23 28SS+6 wks30 Place Slab 6 wks Thu 10/19/23 Fri 12/1/23 2931 1st flr Columns / Shear walls 15 days Mon 12/4/23 Fri 12/22/23 3032 2nd flr structural concrete 22 days Tue 1/2/24 Thu 2/1/24 3133 3rd flr structural concrete 22 days Fri 2/2/24 Tue 3/5/24 3234 4th flr structural concrete 22 days Wed 3/6/24 Thu 4/4/24 3335 5th flr structural concrete 22 days Fri 4/5/24 Mon 5/6/24 3436 6 flr structural concrete 22 days Tue 5/7/24 Thu 6/6/24 3537 7th flr structural concrete 22 days Fri 6/7/24 Tue 7/9/24 3638 8th flr structural concrete 22 days Wed 7/10/24 Thu 8/8/24 3739 PG skin 8 wks Wed 7/10/24 Wed 9/4/24 3740 Build elevator over runs / Complete shafts 22 days Fri 8/9/24 Tue 9/10/24 3841 Install elevators 16 wks Wed 9/11/24 Fri 1/10/25 4042 Site work around PG 22 days Thu 9/5/24 Fri 10/4/24 394344 BS 400 days Fri 6/16/23 Wed 1/29/2545 Piles 15 days Fri 6/16/23 Fri 7/7/23 1346 Regrade pad 5 days Mon 7/10/23 Fri 7/14/23 4547 Footings 8 wks Mon 7/17/23 Mon 9/11/23 4648 Underslab utilities 3 wks Mon 8/28/23 Mon 9/18/23 47SS+6 wks49 Slab 5 wks Tue 9/19/23 Mon 10/23/23 47,4850 Erect Steel / Decks 18 wks Tue 10/24/23 Mon 3/11/24 4951 Build Roof 18 wks Tue 3/12/24 Wed 7/17/24 5052 Exterior skin 16 wks Thu 7/18/24 Thu 11/7/24 5153 Interior shafts 6 wks Tue 3/12/24 Mon 4/22/24 5054 Elevators 11 wks Tue 4/23/24 Wed 7/10/24 5355 Site work around bldg 10 wks Fri 11/8/24 Wed 1/29/25 525657 Site work to common areas 72 days Fri 10/18/24 Fri 2/7/25 2058 Offsite work 227 days Tue 3/12/24 Fri 2/7/25 50 1/31
H2 H1 H2 H1 H2 H1 H2
2023 2024 2025
Prelim Milestone Construction Schedule
642 Quarry Road
San Carlos, California
SBC Master Schedule: MM Project Exec
Thu 7/14/22

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San Carlos City CouncilAugust 14, 2023

San Carlos City Council
August 14, 2023