ORDINANCE NO. 768 CITY OF MILLBRAE, COUNTY OF SAN MATEO STATE OF CALIFORNIA *** ORDINANCE APPROVING A DEVELOPMENT AGREEMENT FOR THE MILLBRAE SERRA STATION PROJECT TO GRANT ENCREASES IN DEVELOPMENT INTENSITIES AND OTHER BENEFITS TO THE PROJECT IN EXCHANGE FOR COMMUNITY BENEFITS INCLUDING THE PROVISION OF AFFORDABLE HOUSING AND THE CONSTRUCTION OF AN EXTENSION OF CALIFORNIA DRIVE FROM LINDEN AVENUE NORTH FOR PROPERTY LOCATED IN THE TRANSIT ORIENTED DEVELOPMENT ZONE OF THE MILLBRAE STATION AREA SPECIFIC PLAN (ASSESSOR'S PARCEL NUMBERS 024-154-200, 024-154-460, 024-337-010, 024-337-080, and 024-337-090) WHEREAS, the Development Agreement Law (GOV. Code § 65864 et seq.) authorizes the City ofMillbrae ("City") to enter into agreements for the development of real property with any party having a legal or equitable interest in such property to establish certain development rights in such property for their muhial benefit in a manner not otherwise available to the contracting parties. Such agreements can assure property owners that they may proceed with projects as approved by the City and that those approvals will not be modified (consistent with the legal principles of vesting) during the period covered by said agreements. The City is equally assured that elements of the project with peculiar and specific public interests are achieved and that its local land use policies are advanced; and WHEREAS, Millbrae Serra Station LLC, has submitted a Development Agreement application to increase the development intensities for the Millbrae Serra Station Project beyond the intensities allowed in the Millbrae Station Area Specific Plan (MSASP), Table 5-2, in exchange for community benefits in accordance with Chapter 10 of the MSASP; and WHEREAS, The Project as proposed by the applicant includes the development of three buildings over an underground garage which is proposed to project imdemeath sta'eet right-of- ways, on a site which encroaches seven feet into the Serra Avenue right-of-way, which buildings are described as follows: a. Building Rl is 10 stories with a penthouse and rooftop green space, containing 119 apartments, a ground floor lobby, at least 4,255 sq. ft. of retail on the ground floor, and 3,648 square feet of retail or live-work space; b. Building R2 is 10 stories containing 325 apartments; two lobbies, a fitness center, and 4,340 square feet of retail or live-work space; and c. Building Cl is 9 stories and contains a minimum of 3,960 sq. ft. of ground floor retail in addition to a 5,000 square foot galleria and lobby, and approximately 290,140 sq. ft. of office; 1 14703904.1 WHEREAS, the Planning Commission held a properly noticed public hearing on October 2 which was continued to November 6, 2017 at which time the Commission heard all persons wishing to speak and considered all pertinent information; and WHEREAS, the Planning Commission found that the proposed Project and Development Agreement to be consistent with the Millbrae General Plan, the Millbrae Station Area Specific Plan and the City's Zoning Ordinance; and WHEREAS, the Planning Commission recommended that the City Council adopt a Resolution • finding that the Environmental Impact Report prepared for the Millbrae Station Area Specific Plan Update and Transit-Oriented Development (TOD) #1 and #2 ("EIR", State Clearinghouse (SCH) No. 2014092061), certified and approved on January 12, 2016 by the City of Millbrae ("City"), acting as lead agency under the California Environmental Quality Act ("CEQA"), provides adequate environmental review for the Project; and WHEREAS, the Planning Commission, having considered the evidence received at the public hearing and all pertinent written materials, took action to recommend that the City Council approve the Development Agreement; and WHEREAS, the City Council held properly noticed public hearings on January 23, 2018, Febmary 11, 2018, and ]V[arch 27, 2018 at which time the Council heard all persons wishing to ' speak and considered all pertinent infonnation, and reviewed and considered all of the written and oral testimony presented and the findings and recommendations of the City Planning Commission in making its decision, gave first reading to this Ordinance and then continued its consideration of the matter to it April 24, 2018 meeting; and WHEREAS, the January 23, 2018, Febmary 27, 2018, March 27, 2018, and April 24, 2018 staff ' reports and all their attachments for this action are hereby incorporated by reference. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MILLBRAE DOES HEREBY ORDAIN AS FOLLOWS: SECTION 1: This Ordinance incoqiorates by this reference, the Development Agreement ' attached hereto as Exhibit A. SECTION 2: This Ordinance is adopted under the authority of the Development Agreement Law (GOV. Code § 65864 et seq.) SECTION 3: The City Council makes the following findings pursuant to the California ' Environmental Quality Act (CEQA), Findings of Consistency for the Development Agreement in accordance with GOV. Code § 65867.5 and findings pursuant to Chapter 10 of the Millbrae Station Area Specific Plan: A. In accordance with CEQA, the MSASP FEIR was certified by the City Council on January 12, 2016. The City Council reaffirms the FEIR has been completed in compliance with CEQA. The City Council reaffirms it has independently reviewed the record and the EIR and confirmed the CEQA findings for the Project remain unchanged. The City Council 2 14703904.1 reaffirms the FEIR reflects the independent judgment and analysis of the City Council (CEQA Guidelines, Section 15090(a)(3)). B. The City Council reaffirms that the MSASP EIR analyzing the impacts of the Project is adequate to support all actions in connection with the approval of the Project and all other actions and recommendations as described in the January 23, 2018, Febmary 27, 2018, ' March 27, 2018, and April 24, 2018 City Council staff reports and attachments. The City Council reaffirms the EIR is adequate to support the approval of the Project described in the EIR, any variant of the Project described in the EIR, any minor modifications to the Project or variants described in the EIR and the components of the Project. C. The proposal for which the development agreement is requested complies with the ' requirements of California Government Code Sections 65865 through 65869.5, and any other applicable state law, because the property that will be subject to the Development Agreement is located within the municipal boundaries of the City; the Development Agreement will be between the City and the owner of the property; and the provisions of the Development Agreement comply with the Development Agreement Law. D. The Project for which the development agreement is requested conforms with the maps and policies of the Millbrae General Plan and the Millbrae Station Area Specific Plan based on the evaluation and the analysis set out in the January 23, 2018, Febmary 27, 2018, March 27, 2018, and April 24, 2018 City Council staff reports and attachments. E. The Project includes development contributions that improve the quality of life in the Plan ' Area and the City and help implement the Specific Plan, including, but not limited to the following: a. The extension of California Drive north from Linden Avenue along the east and north sides of the Project to the intersection with El Camino Real opposite Victoria Avenue. b. The realignment of California Avenue south of Linden Avenue, underneath the Millbrae Avenue overpass to the south side ofMillbrae Avenue, provided that the City acquires all necessary rights of way and permission for this road improvement. c. The provision of 15 percent of the residential units on the site will be affordable: 10 percent to households of low income, and 5 percent to households of moderate ' income. SECTION 4: The City Council approves the Development Agreement included as Exhibit A to this Ordinance and authorizes the City Manager to finalize and execute the Agreement. SECTION 5: The City Manager is hereby authorized and directed to perform all acts authorized to be performed by the City Manager in the administration of the Development Agreement / pursuant to the terms of the Development Agreement. 3 14703904.1 SECTION 6: EFFECTIVE DATE AND PUBLICATION This Ordinance shall be in full force and effect thirty days from and after its passage. Within 15 days of its passage, a summary of this Ordinance shall be published once in a newspaper of general circulation printed and published in the County of San Mateo and circulated in the City ofMillbrae. INTRODUCED at a regular meeting of the City Council of the City of Millbrae, State of , California, held on March 27, 2018. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Millbrae, State of California, held on April 24, 2018 by the following roll call vote: AYES: Mayor Papan, Vice Mayor Lee, Councilmembers Holober, Oliva, Schneider NOES: None ABSTAIN: None ABSENT: None. 1 Mayor ATTEST: ^-f-5^<8 City Clerk, i^c-^i^^. 4 14703904.1 ' RECORDING REQUESTED BY AND FOR RECORDER’S USE ONLY WHEN RECORDED MAIL TO: City of Millbrae 621 Magnolia Avenue Millbrae, CA 94030 Recorded for the Benefit of the City of Millbrae Pursuant to Government Code Section 6103 APN Numbers: 024-154-200, 024-154-460, 024-337-010, 024-337-090, and 024-337-080 (Space Above This Line Reserved for Recorder’s Use Only) DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF MILLBRAE AND VAM MILLBRAE LINDEN, LLC AND MILLBRAE EL CAMINO LLC AND VAM MILLBRAE SERRA, LLC TABLE OF CONTENTS Page ARTICLE 1 GENERAL