Executive Summary Office Allocation

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Executive Summary

Office Allocation

HEARING DATE: JULY 9, 2015

Date: July 2, 2015

Case No.:

2014-002085OFA

Project Address:

250 HOWARD STREET/195 BEALE STREET

(TRANSBAY BLOCK 5)

Zoning: Transbay Downtown Residential (TB-DTR) District (Lot 12; southerly portions of Lots 025 and 027)

Public (P) District (northerly portion of Lot 025)

Transbay C3 Special Use District (northerly portion of Lot 025) 50/85/550-TB Height and Bulk District

Block/Lot: 3781/012, 025, 027

Project Sponsor: MA West, LLC

c/o Andrew Junius of Reuben, Junius & Rose LLP One Bush Street, Suite 600

San Francisco, CA 94104

Staff Contact: Kevin Guy – (415) 558-6163

[email protected] Recommendation: Approval with Conditions

PROJECT DESCRIPTION

The request is for the allocation of office square footage under the 2014-2015 Annual Office Development Limitation Program, pursuant to Planning Code Sections 320 through 325, in association with a project to construct a new 45-story tower reaching an occupied roof height of approximately 550 feet (with a mechanical roof height of approximately 586 feet, and a screen wall reaching a height of approximately 605 feet), containing approximately 766,745 gross square feet of office uses, 8,642 square feet of ground-floor retail use, and two levels of below-grade parking with 120 stalls in mechanical parking lifts and stackers.

The Project will also landscape approximately 18,537 square feet of privately-owned publicly- accessible open space at the northwest and southeast corners of Block 5, in addition to open space at the base of the office tower. An additional 5,368 square feet of supplemental open space will be provided elsewhere within the Transbay Redevelopment Project Area, as required by the Commission on Community Investment and Infrastructure (“CCII”) approvals for the project.

The property is located within Zone One of the Transbay Redevelopment Project Area, in which development controls are established by the Transbay Redevelopment Plan as approved by the Planning Commission on December 9, 2004, and January 13, 2005 (specifically the Development Controls and Design Guidelines for the Transbay Redevelopment Project). The Office of Community Investment and Infrastructure reviews development projects in Zone One in terms of land use program, massing and

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Entitlement authority for approval of projects in Zone One rests with the CCII, rather than the Planning Commission. However, Proposition M (passed by the voters in 1986, and codified as Planning Code Sections 320-325) requires that the Planning Commission consider requests for allocations of office square footage exceeding 50,000 square feet.

On June 16, 2015, the CCII reviewed and approved plans for the development of the office tower. a 45-story tower at the property containing approximately 766,745 gross square feet of office space. The CCII found the Project to be in conformity with all applicable land use controls as set forth in the Redevelopment Plan and Design Guidelines, and adopted related environmental findings.

SITE DESCRIPTION AND PRESENT USE

The Project site is located on Block 5 within Zone One of the Transbay Redevelopment Plan Area. Block 5 is located on the City block bounded by Howard, Beale, Main, and Mission Streets, and is comprised of Assessor’s Block 3718, Lot 012 and portions of Lots 025 and 027. The portion of Block 5 that is the site of future office tower is an approximately 26,300 square foot parcel located at the northeast corner of Howard and Beale Streets, approximately 1.5 blocks from the future Transbay Transit Center. Lot 012 (at the northeast corner of Howard and Beale Streets) is currently developed as a publicly-accessible open space that satisfies open space requirements for previously approved projects located at 301 Howard Street and 215 Fremont Street. This lot also contains a small retail use (a hot dog stand) housed within a small Art Deco pavilion. Portions of Block 5 are also being used by the Transbay Joint Powers Authority (“TJPA”) for temporary staging activities in connection with construction of the future Transit Center.

SURROUNDING PROPERTIES AND NEIGHBORHOOD

The Project site is located within Zone One of the Transbay Downtown Residential District (“TB-DTR”), which is wholly within the Transbay Redevelopment Project Area. Zone One comprises mostly publicly owned parcels containing infrastructure or underutilized land related to the Transbay Terminal and former Embarcadero Freeway. This district generally extends along the north side of Folsom Street from Spear to Essex Streets, and between Main and Beale Streets to the north side of Howard Street. The Transbay Redevelopment Plan and its companion documents, including the Design for the Development and the Development Controls and Design Guidelines for the Transbay Redevelopment Project, set forth a vision for this area to be developed as a high-density, predominantly residential district within walking distance of the downtown core, transit facilities, and the waterfront. The plan for the district includes: a mix of widely-spaced high-rises, mixed with a street-defining base of low- and mid-rise buildings with ground floor townhouses; a public open space on part of the block bounded by Folsom, Beale, Howard, and Main Streets; ground-floor retail along Folsom Street; and several new alleyways to break up the pattern of larger blocks. The Transit Center is currently under construction, and the main portion of the Center is located approximately 1.5 blocks away at Mission and Fremont Streets. The Transit Center is planned to accommodate local, regional, and national bus service, as well as Caltrain and California High Speed Rail service.

ENVIRONMENTAL REVIEW

On April 20, 2004, the Commission of the Former Redevelopment Agency of the City and County of San Francisco adopted Resolution No. 45-2004, certifying the Final Environmental Impact Statement/Environmental Impact Report (the “Final EIS/EIR”) for the Transbay Redevelopment Project,

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Monitoring Reporting Program in connection with the adoption of the Redevelopment Plan. The Board of Supervisors and the City Planning Commission adopted similar findings.

The Final EIS/EIR expressly contemplated the development of commercial office and hotel uses within the Transbay Redevelopment Project Area, including up to 848,435 square feet of mixed-use office and retail development on the project site. Accordingly, all environmental effects of the Project and office allocation have been considered and analyzed in the prior Final EIS/EIR. Please see attached Environmental Review Note to File, dated June 18, 2015, for further discussion.

HEARING NOTIFICATION

TYPE REQUIRED _PERIOD _{NOTICE DATE}REQUIRED _{NOTICE DATE}ACTUAL ACTUAL _PERIOD

Classified News Ad None N/A N/A N/A

Posted Notice 20 days June 19, 2015 June 19, 2015 20 days

Mailed Notice None N/A N/A N/A

PUBLIC COMMENT

 To date, the Department has received no communications in regards to the requested Office Allocation.

ISSUES AND OTHER CONSIDERATIONS

 Available Office Allocation. There currently exists 2,465,571 square feet of office space available for allocation to projects containing more than 50,000 square feet of office space (“Large Buildings”) during the current Approval Period, which ends October 16, 2015. On October 17, 2015 and October 17 of each succeeding year, an additional 875,000 square feet of office space will become available for allocation to buildings of greater than 49,999 square feet of office space.

 Existing Publicly-Accessible Open Space. Lot 012 (at the northwest corner of Howard and Beale Streets) is currently developed as a publicly-accessible open space that satisfies open space requirements for previously approved projects located at 301 Howard Street and 215 Fremont Street. This lot also contains a retail use (a hot dog stand) housed within a small Art Deco pavilion. The existing open space on Lot 12 would be removed, and would be replaced with a comparable amount (2,635 square feet) of open space elsewhere on Block 5 as part of the project. This open space area would be “nested” within the larger field of open space required for the Block 5 project itself. Therefore, the open space provided by the project will, in part, continue to satisfy the open space requirements for the 301 Howard Street and 215 Fremont Street projects. The existing small Art Deco pavilion building is considered to be a potential historic resource. As stipulated by the project approvals of the CCII, this pavilion would be temporarily relocated and stored for a period of up to five years, while a permanent location for the pavilion is identified.

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REQUIRED COMMISSION ACTION

In order for the project to proceed, the Commission must approve an allocation of office square footage under the 2014-2015 Annual Office Development Limitation Program pursuant to Sections 320 through 325 of the Planning Code.

BASIS FOR RECOMMENDATION

 The project will add office and retail space that will contribute to the employment base of the City and bolster the viability of the Downtown Core as the center of commerce for the City.

 The site is currently underutilized, and the addition of ground-floor retail spaces and publicly-accessibly open spaces will enliven the streetscape.

 Public transit (including BART, Muni Metro, and the future Transit Center) and retail services are

abundant in the area. Employees would be able to walk or utilize transit to commute and satisfy convenience needs without reliance on the private automobile. This pedestrian traffic will activate the sidewalks and open space areas in the vicinity.

 The tower is designed to contribute to the sculptural form of the skyline anticipated by the Transit Center District Plan, Transbay Redevelopment Plan, and the Rincon Hill Area Plan.

 The project meets the criteria for allocation of office square footage, as outlined in the draft motion.

 The project is, on balance, consistent with the Goals, Policies, and Objectives of the General Plan.

 The land use program and design of the project has been reviewed and approved by OCII staff and the CCII, and conforms with the Transbay Redevelopment Plan.

RECOMMENDATION: Approval with Conditions Attachments:

Draft Motion Block Book Map Sanborn Map Aerial Photographs

Environmental Review Note to File, dated June 18, 2015

CCII Resolution No. 38-2015, dated June 16, 2015 (Schematic Design Approval for Block 5 Project) Project Sponsor Submittal, including:

- Letter to Planning Commission from Andrew Junius, dated June 30, 2015 - Project Plans

Final EIS/EIR: Transbay Terminal/Caltrain Downtown Extension/Redevelopment Project - Via link: http://transbaycenter.org/documents/final-eiseir

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Executive Summary Project sponsor submittal Draft Motion _{Drawings: Existing Conditions} Environmental Determination Check for legibility Zoning District Map _{Drawings: Proposed Project} Height & Bulk Map Check for legibility

Parcel Map 3-D Renderings (new construction or

significant addition)

Sanborn Map _{Check for legibility}

Aerial Photo Wireless Telecommunications Materials Context Photos _{Health Dept. review of RF levels}

Site Photos _{RF Report}

_{Community Meeting Notice} Housing Documents

Inclusionary Affordable Housing Program: Affidavit for Compliance

Exhibits above marked with an “X” are included in this packet _________________ Planner's Initials

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Subject to: (Select only if applicable)

 Inclusionary Housing  Childcare Requirement

 Jobs Housing Linkage Program  Downtown Park Fee

 Public Art

 Public Open Space

 First Source Hiring (Admin. Code)  Transit Impact Development Fee  Other

Planning Commission Draft Motion

Office Allocation

HEARING DATE: JULY 9, 2015

Date: July 2, 2015

Case No.:

2014-002085OFA

Project Address:

250 HOWARD STREET/195 BEALE STREET (TRANSBAY

BLOCK 5)

Zoning: Transbay Downtown Residential (TB-DTR) District (Lot 12; southerly portions of Lots 025 and 027)

Public (P) District (northerly portion of Lot 025)

Transbay C3 Special Use District (northerly portion of Lot 025) 50/85/550-TB Height and Bulk District

Block/Lot: 3781/012, 025, 027

Project Sponsor: MA West, LLC

c/o Andrew Junius of Reuben, Junius & Rose LLP One Bush Street, Suite 600

San Francisco, CA 94104

Staff Contact: Kevin Guy – (415) 558-6163

[email protected]

ADOPTING FINDINGS RELATING TO THE APPROVAL OF ALLOCATION OF OFFICE SQUARE FOOTAGE

UNDER THE 2014-2015 ANNUAL OFFICE DEVELOPMENT LIMITATION PROGRAM PURSUANT TO SECTIONS

320 THROUGH 325 OF THE PLANNING CODE FOR A FOR A PROPOSED PROJECT THAT WOULD

CONSTRUCT 45-STORY TOWER, REACHING A ROOF HEIGH OF APPROXIMATELY 550 FEET, (WITH A

MECHANICAL ROOF HEIGHT OF APPROXIMATELY 586 FEET, AND A SCREEN WALL REACHING A HEIGHT

OF APPROXIMATELY 605 FEET), CONTAINING APPROXIMATELY 766,745 GROSS SQUARE FEET OF

OFFICE USE, 8,642 SQUARE FEET OF GROUND-FLOOR RETAIL USE, BELOW-GRADE PARKING, AND

APPROXIMATELY 18,537 SQUARE FEET OF PUBLICLY-ACCESSIBLE OPEN SPSACE, LOCATED AT 250

HOWARD AND 195 BEALE STREETS (LOT 012 AND PORTIONS OF LOTS 025 AND 027 OF ASSESSOR’S

BLOCK 3781) WITHIN THE TB-DTR (TRANSBAY DOWNTOWN RESIDENTIAL) AND P (PUBLIC) ZONING

DISTRICTS, TRANSBAY C3 SPECIAL USE DISTRICT, 50/85/55-TB HEIGHT AND BULK DISTRICT, AND WITHIN

ZONE ONE OF THE TRANSBAY REDEVELOPMENT PLAN AREA, AND ADOPTING FINDINGS UNDER THE

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PREAMBLE

On December 9, 2014, MA West LLC (hereinafter "Project Sponsor") filed an application with the Planning Department (hereinafter "Department") for an Office Development Authorization to establish 766,745 gross square feet of office use at 250 Howard and 195 Beale Street.

The property is located within Zone One of the Transbay Redevelopment Project Area (“Project Area”), in which development controls are established by the Transbay Redevelopment Plan as approved by the Planning Commission on December 9, 2004, and January 13, 2005, specifically the Development Controls and Design Guidelines (“Design Guidelines”) for the Transbay Redevelopment Project.

Development projects in this area are reviewed and approved by the Successor Agency to the Redevelopment Agency of the City and County of San Francisco, commonly known as the Office of Community Investment and Infrastructure (“OCII”) rather than the Department.

On June 16, 2015, at a duly noticed public hearing, the OCII Commission (“CCII”) reviewed and approved plans for the development of a 45-story tower at the property containing approximately 766,745 gross square feet of office space (the “Project”). The CCII found the Project to be in conformity with all applicable land use controls as set forth in the Redevelopment Plan and Design Guidelines, and adopted related environmental findings.

On April 20, 2004, the Commission of the Former Redevelopment Agency of the City and County of San Francisco (“Former Agency Commission”) adopted Resolution No. 45-2004, certifying the Final Environmental Impact Statement/Environmental Impact Report (the “Final EIS/EIR”) for the Transbay Redevelopment Project, and on January 25, 2005, adopted Resolution No 11-2005, adopting findings under the California Environmental Quality Act (“CEQA”), a Statement of Overriding Considerations and a Mitigation and Monitoring Reporting Program in connection with the adoption of the Redevelopment Plan. The Board of Supervisors and the City Planning Commission adopted similar findings.

The Final EIS/EIR expressly contemplated the development of commercial office and hotel uses within the Transbay Redevelopment Project Area, including up to 848,435 square feet of mixed-use office and retail development on the property. Accordingly, all environmental effects of the Project and office allocation have been considered and analyzed in the prior Final EIS/EIR.

On July 9, 2015, the Planning Commission (“Commission”) conducted a duly noticed public hearing at a regularly scheduled meeting on Office Allocation Application No. 2014-002085OFA.

The Commission has heard and considered the testimony presented to it at the public hearing and has further considered written materials and oral testimony presented on behalf of the applicant, Department staff, and other interested parties.

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MOVED, that the Commission hereby approves the Office Allocation requested in Application No. 2014-002085OFA for the Project, subject to conditions contained in Exhibit A attached hereto and incorporated by reference, based on the following findings:

FINDINGS

Having reviewed the materials identified in the recitals above, and having heard all testimony and arguments, this Commission finds, concludes, and determines as follows:

1. The above recitals are accurate and constitute findings of this Commission.

2. Site Description and Present Use. The Project site is located on Block 5 within Zone One of the Transbay Redevelopment Plan Area. Block 5 is located on the City block bounded by Howard, Beale, Main, and Mission Streets, and is comprised of Assessor’s Block 3718, Lot 012 and portions of Lots 025 and 027. The portion of Block 5 that is the site of future office tower is an approximately 26,300 square foot parcel located at the northeast corner of Howard and Beale Streets, approximately 1.5 blocks from the future Transbay Transit Center. Lot 012 (at the northeast corner of Howard and Beale Streets) is currently developed as a publicly-accessible open space that satisfies open space requirements for previously approved projects located at 301 Howard Street and 215 Fremont Street. This lot also contains a small retail use (a hot dog stand) housed within a small Art Deco pavilion. Portions of Block 5 are also being used by the Transbay Joint Powers Authority (“TJPA”) for temporary staging activities in connection with construction of the future Transbay Transit Center.

3. Surrounding Properties and Neighborhood. The Project site is located within Zone One of the Transbay Downtown Residential District (“TB-DTR”), which is wholly within the Transbay Redevelopment Project Area. Zone One comprises mostly publicly owned parcels containing infrastructure or underutilized land related to the Transbay Terminal and former Embarcadero Freeway. This district generally extends along the north side of Folsom Street from Spear to Essex Streets, and between Main and Beale Streets to the north side of Howard Street. The Transbay Redevelopment Plan and its companion documents, including the Design for the Development and the Development Controls and Design Guidelines for the Transbay Redevelopment Project, set forth a vision for this area to be developed as a high-density, predominantly residential district within walking distance of the downtown core, transit facilities, and the waterfront. The plan for the district includes: a mix of widely-spaced high-rises, mixed with a street-defining base of low- and mid-rise buildings with ground floor townhouses; a public open space on part of the block bounded by Folsom, Beale, Howard, and Main Streets; ground-floor retail along Folsom Street; and several new alleyways to break up the pattern of larger blocks. The Transit Center is currently under construction, and the main portion of the Center is located approximately 1.5 blocks away at Mission and Fremont Streets. The Transit Center is planned to accommodate local, regional, and national bus service, as well as Caltrain and California High Speed Rail service.

4. Proposed Project. The proposal is to construct a new 45-story tower reaching an occupied roof height of approximately 550 feet (with a mechanical roof height of approximately 586 feet, and a screen wall reaching a height of approximately 605 feet), containing approximately 766,745 gross square feet of office uses, 8,642 square feet of ground-floor retail use, and two

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Project will also landscape approximately 18,537 square feet of privately-owned publicly- accessible open space at the northwest and southeast corners of Block 5, in addition to open space at the base of the office tower. An additional 5,368 square feet of supplemental open space will be provided elsewhere within the Transbay Redevelopment Project Area, as required by the CCII approvals for the project.

The existing open space on Lot 12 would be removed, and would be replaced with a comparable amount (2,635 square feet) of open space elsewhere on Block 5 as part of the project. This open space area would be “nested” within the larger field of open space required for the Block 5 project itself. Therefore, the open space provided by the project will, in part, continue to satisfy the open space requirements for the 301 Howard Street and 215 Fremont Street projects.

The existing small Art Deco "pavilion" building on the property at 195 Beale Street is considered to be a potential historic resource. As stipulated by the project approvals of the CCII, this pavilion would be temporarily relocated and stored for a period of up to five years, while a permanent location for the pavilion is identified.

5. Public Comment. To date, the Planning Department has received no communications regarding the requested Office Allocation.

6. Office Allocation. Section 321 establishes standards for San Francisco’s Office Development Annual Limit. In determining if the proposed Project would promote the public welfare, convenience and necessity, the Commission considered the seven criteria established by Code Section 321(b)(3), and finds as follows:

I. APPORTIONMENT OF OFFICE SPACE OVER THE COURSE OF THE APPROVAL PERIOD IN ORDER TO MAINTAIN A BALANCE BETWEEN ECONOMIC GROWTH ON THE ONE HAND, AND HOUSING, TRANSPORTATION AND PUBLIC SERVICES, ON THE OTHER.

There currently exists 2,465,571 square feet of office space available for allocation to office buildings of more than 49,999 square feet of office space (“Large Buildings”) during this Approval Period, which ends October 16, 2015. On October 17, 2015 and October 17 of each succeeding year, an additional 875,000 square feet of office space will become available for allocation to buildings of greater than 49,999 square feet of office space.

The Project would improve the balance between San Francisco’s economic growth and its housing supply, by contributing to the affordable housing fund pursuant to Planning Code Section 413. The Project is also subject to the Transportation Impact Development Fee, Child Care In-Lieu Fee, and Downtown Parks Special Fund Fee, all of which will contribute to maintaining a balance between economic growth and housing, transportation and public services. The Project is located in proximity to many public transportation options, including BART and MUNI lines, and will be located approximately 1.5 blocks from the future Transit Center. Therefore, the Project will focus employment growth within an urbanized setting served by abundant regional transit, helping to maintain the balance between economic growth, housing, transportation and public services.

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II. THE CONTRIBUTION OF THE OFFICE DEVELOPMENT TO, AND ITS EFFECTS ON, THE OBJECTIVES AND POLICIES OF THE GENERAL PLAN.

The Project is, on balance, consistent with the General Plan, as outlined in Section 7 below.

III. THE QUALITY OF THE DESIGN OF THE PROPOSED OFFICE DEVELOPMENT.

The office tower is a 45-story building planned for the corner of Howard and Beale Streets, and designed with distinct connectivity to the immediate context of the development area. With close proximity to the new Transit Center, the Project will create a vibrant and engaging ground floor experience for the large volumes of pedestrians expected in the area in the future. The building will also introduce an outdoor landscaped plaza along Howard Street that will help activate the street level space and will be animated by a series of sculptural seating elements.

The massing of the tower satisfies the City’s design principles that articulate a base, lower tower, and smaller upper tower. The shape of the building includes a sloping form that is inspired by the strong angular quality of Market Street. The Project also incorporates a series of outdoor terraces that have a visual connectivity to the surrounding context and add substantial depth to the façade. To the northwest, the lower building terraces are situated to face the Transit Center rooftop, while the southeast corner terraces are opened up to visually connect to the Bay Bridge and surrounding views. The tower is designed to contribute to the sculptural form of the skyline anticipated by the Transit Center District Plan, Transbay Redevelopment Plan, and the Rincon Hill Area Plan.

The Project’s glass façade will be compatible in color and material with that of other contemporary buildings nearby, including the Millennium Tower and the Transbay Tower. The cadence of the curtain wall is in scale and proportion with the neighboring context. Additionally, the building components, specifically the podium and tower elements, respond to adjacent building lines and datums.

IV. THE SUITABILITY OF THE PROPOSED OFFICE DEVELOPMENT FOR ITS LOCATION, AND ANY EFFECTS OF THE PROPOSED OFFICE DEVELOPMENT SPECIFIC TO THAT LOCATION.

a) Use. The Project’s proposed office and retail uses are permitted in Zone One and the TB-DTR Zoning District. The site lies across Beale Street from the future Transbay Transit Center and 2 blocks from the Embarcadero Street BART and MUNI station, providing direct access to abundant existing and planned transit, as well as retail goods and services. Numerous office buildings exist within the immediate vicinity of the Project site and the greater Downtown area. The Project furthers the Downtown Plan’s goals and objectives of concentrating office uses into a compact Downtown Core. b) Transit Accessibility. The Property is approximately1.5 blocks away from the future Transit Center, and two blocks from the Embarcadero Street BART and MUNI station. Numerous MUNI bus and streetcar lines are within short walking distance of the property providing access to neighborhoods throughout San Francisco. The Ferry Building, serving Marin, the north Bay, and the East Bay, is easily accessible from the property.

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c) Open Space Accessibility. The Project will provide significant open space to the public. It will include approximately 18,537 square feet of publicly-accessible open space on parcels located at the northwest and southeast corners of the block, as well as additional open space at the base of the office building. This space will be available to downtown office workers, residents, visitors arriving through the future Transit Center. A portion of this space will serve to satisfy the open space requirements for the 301 Howard Street and 215 Fremont Street projects, which is currently located on Lot 12. By providing open space at three of the block’s four corners, the Project will provide much-needed ground floor open space in the increasingly dense Downtown area.

d) Urban Design. The Project would replace a surface parking lot and small retail use with a new office tower that includes publicly accessible open space and retail uses at the ground floor. The office tower will be located on one of the high-rise sites contemplated by the Transit Center District Plan and Transbay Redevelopment Plan, contributing to the city’s evolving urban form.

The Project’s overall design will conform to the character of the Downtown area. The manner in which the building is separated into base, upper base, lower tower, and upper towers elements divides the mass of the building into distinct zones. The design and retail uses planned for the base of the tower will provide an active frontage and consistent building presence to anchor the corner of Howard and Beale Streets. Above the 11th floor, the building is set back from the easterly interior property line along the Main Street frontage. This setback provides a distinct break between the massing of the base and the lower tower, and relates the height to the older, low-scaled buildings in the vicinity. Above the 27th floor, the building is substantially set back from the Beale Street frontage, completing the visual division of the building into a distinct tripartite arrangement. In addition, the terraces provided in the southeastern section of the upper tower provide a unique break between the massing of the lower and upper tower portions of the building.

Moreover, the immediate vicinity is primarily built out with high rise structures, ranging generally from 250 to 650 feet in height. The Project’s rectilinear form will create a silhouette that is harmonious with the building pattern in the area. Because the Project site is flat and surrounded by dense urban development, the Project will have no discernible effect on the relationship between the downtown skyline and natural landforms, nor will it obscure scenic views from public vantage points.

e) Seismic Safety. The Project would improve seismic safety, because it would be constructed to meet or exceed the latest seismic standards of the California Building code.

V. THE ANTICIPATED USES OF THE PROPOSED OFFICE DEVELOPMENT IN LIGHT OF EMPLOYMENT OPPORTUNITIES TO BE PROVIDED, NEEDS OF EXISTING BUSINESSES, AND THE AVAILABLE SUPPLY OF SPACE SUITABLE FOR SUCH ANTICIPATED USES.

a) Anticipated Employment Opportunities. The Project would contribute to the employment of economically disadvantaged persons by its participation in San Francisco’s First Source Hiring Program (“FSHP”). The Project is expected to create thousands of employment opportunities in San Francisco, including during construction. A large number of employees are expected to occupy the Project’s 766,745 gross square feet of office space and 8,642 gross square feet of retail space, from entry-level blue- and white-collar positions to executives and retail management. The Project will also

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implement the Small Business Enterprise Policy, and the OCII Construction Workforce Agreement, and the San Francisco Resident Placement and Training Program.

b) Needs of Existing Businesses. Recent reports indicate that the commercial vacancy rate in the central business district is below 8 percent, while some submarkets in the City are under 5 percent. With approximately 766,745 gross square feet of new office space, the Project is anticipated to provide for a great variety and number of tenants, thereby better serving the needs of the existing business community. The building’s floor plates are flexible and can accommodate both small and large businesses. The Project site is well-served by transit, and is in close proximity to other firms consolidated within the Downtown Core.

c) Available Supply of Space Suitable for Such Anticipated Uses. The project will provide office space that is suitable for a variety of office uses and sizes in a Downtown location. The anticipated office uses and tenants will strengthen the City’s economy and the City’s position as a business hub and regional employment center.

VI. THE EXTENT TO WHICH THE PROPOSED DEVELOPMENT WILL BE OWNED OR OCCUPIED BY A SINGLE ENTITY.

The Project will incorporate large and flexible floor plans appropriate for tenants of all sizes. However, the anticipated tenant or tenants will be determined at a later date. It is not known whether the Project will be occupied by a single entity.

VII. THE USE, IF ANY, OF TRANSFERABLE DEVELOPMENT RIGHTS ("TDR’s”) BY THE PROJECT SPONSOR.

The Project is not subject to the TDR requirements of the Planning Code.

7. General Plan Conformity. The Project is, on balance, consistent with the following Objectives and Policies of the General Plan:

COMMERCE AND INDUSTRY

Objectives and Policies

OBJECTIVE 1:

MANAGE ECONOMIC GROWTH AND CHANGE TO ENSURE ENHANCEMENT OF THE TOTAL CITY LIVING AND WORKINIG ENVIRONMENT.

Policy 1.1:

Encourage development which provides substantial net benefits and minimizes undesirable consequences. Discourage development that has substantial undesirable consequences that cannot be mitigated.

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Policy 1.2:

Assure that all commercial and industrial uses meet minimum, reasonable performance standards.

The Project will establish a new office use in an area that allows new office uses as of right. Office uses are consistent with the surrounding neighborhood, and the building’s flexible floor plates will meet the existing and long-term needs of businesses in the City’s most transit-rich district. The Project will also result in construction and maintenance of a portion of Natoma Street, as well as two publicly-accessible landscaped open spaces on the same block, totaling 18,537 square feet.

OBJECTIVE 2:

MAINTAIN AND ENHANCE A SOUND AND DIVERSE ECONOMIC BASE AND FISCAL STRUCTURE FOR THE CITY.

Policy 2.1:

Seek to retain existing commercial and industrial activity and to attract new such activity to the City.

The area near the future Transit Center is one of the most desirable areas for business in the Bay Area. The Project will provide flexible spaces for office uses of varying sizes in the City’s most transit-rich neighborhood. The new office space will attract additional businesses to the City.

OBJECTIVE 3

PROVIDE EXPANDED EMPLOYMENT OPPORTUNITIES FOR CITY RESIDENTS, PARTICULARLY THE UNEMPLOYED AND ECONOMICALLY DISADVANTAGED.

Policy 3.1

Promote measures designed to increase the number of San Francisco jobs held by San Francisco residents.

Policy 3.3

Emphasize job training and retraining programs that will impart skills necessary for participation in the San Francisco labor market.

The Project furthers these goals through participation in the City’s Small Business Enterprise Policy, the OCII Construction Workforce Agreement, the First Source Hiring Program (as applied to permanent jobs) and the San Francisco Resident Placement and Training Program.

RECREATION AND OPEN SPACE

OBJECTIVE 2:

DEVELOP AND MAINTAIN A DIVERSIFIED AND BALANCED CITYWIDE SYSTEM OF HIGH QUALITY PUBLIC OPEN SPACE.

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Policy 2.1

Provide an adequate total quantity and equitable distribution of public open spaces throughout the City.

Policy 2.7

Acquire additional open space for public use.

The Project will provide and maintain two separate open spaces, one at the corner of Howard and Main Streets, and one on Beale Street at Mission. It will also provide open space on the office building site, in the form of setbacks from the property line fronting Natoma, Beale, and Howard Streets, and additional supplemental open space elsewhere in the Transbay area. The project will create a total of approximately 24,000 square feet of new publicly-accessible open space.

DOWNTOWN PLAN

OBJECTIVE 2:

MAINTAIN AND IMPROVE SAN FRANCISCO’S POSITION AS A PRIME LOCATION FOR FINANCIAL, ADMINISTRATIVE, CORPORATE, AND PROFESSIONAL ACTIVITY.

Policy 2.1:

Encourage prime downtown office activities to grow so long as undesirable consequences of growth can be controlled.

Policy 2.2:

Guide location of office development to maintain a compact downtown core and minimize displacement of other uses.

The Project supports these policies by replacing underutilized lots with a high-rise office building capable of housing businesses of all sizes, as well as two privately-owned, publicly-accessible parks at street level totaling approximately 18,537 square feet. The Project is well-served by existing and future transit options, and many employees will be able to walk, bike, or take BART, MUNI, Caltrain, or a regional bus line for commute travel. The Project will also contribute substantially to the City’s existing impact fee program, offsetting impacts to existing housing and infrastructure. In addition, the Project will implement the Small Business Enterprise Policy, the OCII Construction Workforce Agreement, the First Source Hiring program (for permanent jobs), and the San Francisco Resident Placement and Training Program, increasing employment opportunities in the Downtown Core for local and economically-disadvantaged individuals.

8. Priority Policy Findings. Section 101.1(b) establishes eight priority planning policies and requires the review of permits for consistency with said policies. The Project complies with these policies, on balance, as follows:

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A. That existing neighborhood-serving retail uses be preserved and enhanced and future opportunities for resident employment in and ownership of such businesses be enhanced.

The Project would remove a small existing retail use (hot dog stand) from the corner of Howard and Beale. However, the Project would provide approximately 8,642 gross square feet of ground-floor retail spaces, which will provide goods and services to downtown workers and visitors, as well as creating ownership and employment opportunities for San Francisco residents. In addition, the addition of office uses will bring new employees and visitors to the Project site and area, which would strengthen existing neighborhood-serving retail operations and encourage new retail opportunities in the vicinity of the Project site.

B. That existing housing and neighborhood character be conserved and protected in order to preserve the cultural and economic diversity of our neighborhoods.

The Project will not remove any existing housing. The Project is compatible with the character of the Downtown area, which is generally defined by intense urban development.

C. That the City's supply of affordable housing be preserved and enhanced.

No housing is removed as a result of the proposal. The Project would promote this policy by contributing to the City’s affordable housing supply by complying with the Jobs-Housing Linkage Program in Planning Code Section 413.

D. That commuter traffic not impede MUNI transit service or overburden our streets or neighborhood parking.

The Project site is situated in the downtown core and is well served by public transit. It is located two blocks from the Embarcadero Street BART and MUNI station, and will be located approximately 1.5 blocks from the future Transit Center, providing convenient local and regional public transit options. The Project will also address the increase in commuters by participating in development impact programs designed to offset the increased demand on the City’s public infrastructure.

E. That a diverse economic base be maintained by protecting our industrial and service sectors from displacement due to commercial office development, and that future opportunities for resident employment and ownership in these sectors be enhanced.

The Project does not eliminate any existing industrial use, and will add approximately 8,642 gross square feet of retail space, which will enhance service sector employment and ownership opportunities.

F. That the City achieve the greatest possible preparedness to protect against injury and loss of life in an earthquake.

The Project will conform to the structural and seismic requirements of the San Francisco Building Code.

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G. That landmarks and historic buildings be preserved.

The existing small Art Deco "pavilion" building on the property at 195 Beale Street is considered to be a potential historic resource. As stipulated by the project approvals of the CCII, this pavilion would be temporarily relocated and stored for a period of up to five years, while a permanent location for the pavilion is identified.

H. That our parks and open space and their access to sunlight and vistas be protected from development.

The Project will increase the amount of privately-owned publicly-accessible open space in this part of the downtown core by approximately 24,000 square feet. The Project would not cast shadows on any properties under the jurisdiction of the Recreation and Park Commission.

9. The Project is consistent with and would promote the general and specific purposes of the Code provided under Section 101.1(b) in that, as designed, the Project would contribute to the character and stability of the neighborhood and would constitute a beneficial development.

10. The Commission hereby finds that granting the Office Allocation in this case will particularly promote the public welfare, convenience and necessity for the reasons set forth above.

DECISION

That based upon the Record, the submissions by the Applicant, the staff of the Department and other interested parties, the oral testimony presented to this Commission at the public hearings, and all other written materials submitted by all parties, the Commission hereby APPROVES Office Allocation Application No. 2014-002085OFA subject to the conditions attached hereto as Exhibit A, which is incorporated herein by reference as though fully set forth, in general conformance with the plans stamped Exhibit B and dated July 9, 2015, on file in Case Docket No. 2014-002085OFA.

APPEAL AND EFFECTIVE DATE OF MOTION: Any aggrieved person may appeal this Section 321 and 322 Office Space Allocation to the Board of Appeals within fifteen (15) days after the date of this Motion. The effective date of this Motion shall be the date of this Motion if not appealed (after the 15-day period has expired) OR the date of the decision of the Board of Appeals if appealed to the Board of Appeals. For further information, please contact the Board of Appeals in person at 1650 Mission Street, Room 304 or call (415) 575-6880.

Protest of Fee or Exaction: You may protest any fee or exaction subject to Government Code Section 66000 that is imposed as a condition of approval by following the procedures set forth in Government Code Section 66020. The protest must satisfy the requirements of Government Code Section 66020(a) and must be filed within 90 days of the date of the first approval or conditional approval of the development referencing the challenged fee or exaction. For purposes of Government Code Section 66020, the date of imposition of the fee shall be the date of the earliest discretionary approval by the City of the subject development.

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If the City has not previously given Notice of an earlier discretionary approval of the project, the Planning Commission’s adoption of this Motion, Resolution, Discretionary Review Action or the Zoning Administrator’s Variance Decision Letter constitutes the approval or conditional approval of the development and the City hereby gives NOTICE that the 90-day protest period under Government Code Section 66020 has begun. If the City has already given Notice that the 90-day approval period has begun for the subject development, then this document does not re-commence the 90-day approval period.

I hereby certify that the foregoing Motion was ADOPTED by the Planning Commission at its regular meeting on July 9, 2015. Jonas P. Ionin Commission Secretary AYES: NOES: ABSENT: ADOPTED: July 9, 2015

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EXHIBIT A

AUTHORIZATION

This authorization is for an Office Allocation of up to 766,745 gross square feet of office uses, in association with a proposal to construct a new 45-story tower reaching an occupied roof height of approximately 550 feet (with a mechanical roof height of approximately 586 feet, and a screen wall reaching a height of approximately 605 feet), containing approximately 766,745 gross square feet of office uses, 8,642 square feet of ground-floor retail use, two levels of below-grade parking, and publicly-accessible open space.

RECORDATION OF CONDITIONS OF APPROVAL

Prior to the issuance of the building permit or commencement of use for the Project the Zoning Administrator shall approve and order the recordation of a Notice in the Official Records of the Recorder of the City and County of San Francisco for the subject property. This Notice shall state that the project is subject to the conditions of approval contained herein and reviewed and approved by the Planning Commission on July 9, 2015 under Motion No XXXXXX.

PRINTING OF CONDITIONS OF APPROVAL ON PLANS

The conditions of approval under the 'Exhibit A' of this Planning Commission Motion No. XXXXXX shall be reproduced on the Index Sheet of construction plans submitted with the site or building permit application for the Project. The Index Sheet of the construction plans shall reference to the Office Allocation authorization and any subsequent amendments or modifications.

SEVERABILITY

The Project shall comply with all applicable City codes and requirements. If any clause, sentence, section or any part of these conditions of approval is for any reason held to be invalid, such invalidity shall not affect or impair other remaining clauses, sentences, or sections of these conditions. This decision conveys no right to construct, or to receive a building permit. “Project Sponsor” shall include any subsequent responsible party.

Conditions of Approval, Compliance, Monitoring, and Reporting

PERFORMANCE

Development Timeline - Office. Pursuant to Planning Code Section 321(d) (2), construction of the office development project shall commence within eighteen (18) months of the effective date of this Motion. Failure to begin work within that period or to carry out the development diligently thereafter to completion, shall be grounds to revoke approval of the office development under this office development authorization.

For information about compliance, contact Code Enforcement, Planning Department at 415-575-6863, www.sf-planning.org

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Expiration and Renewal. Should a Building or Site Permit be sought after the 18-month period has lapsed, the project sponsor must seek a renewal of this Authorization by filing an application for an amendment to the original Authorization or a new application for Authorization. Should the project sponsor decline to so file, and decline to withdraw the permit application, the Commission shall conduct a public hearing in order to consider the revocation of the Authorization. Should the Commission not revoke the Authorization following the closure of the public hearing, the Commission shall determine the extension of time for the continued validity of the Authorization.

Diligent pursuit. Once a site or Building Permit has been issued, construction must commence within the timeframe required by the Department of Building Inspection and be continued diligently to completion. Failure to do so shall be grounds for the Commission to consider revoking the approval if more than 18 months have passed since this Authorization was approved.

Extension. All time limits in the preceding three paragraphs may be extended at the discretion of the Zoning Administrator where implementation of the project is delayed by a public agency, an appeal or a legal challenge and only by the length of time for which such public agency, appeal or challenge has caused delay.

Conformity with Current Law. No application for Building Permit, Site Permit, or other entitlement shall be approved unless it complies with all applicable provisions of City Codes in effect at the time of such approval.

PROVISIONS

Transit Impact Development Fee. Pursuant to Planning Code Section 411, the Project Sponsor shall pay the Transit Impact Development Fee (TIDF) as required by and based on drawings submitted with the Building Permit Application. Prior to the issuance of a temporary certificate of occupancy, the Project Sponsor shall provide the Planning Director with certification that the fee has been paid.

For information about compliance, contact the Case Planner, Planning Department at 415-558-6378, www.sf-planning.org

Downtown Park Fee- C-3 District. Pursuant to Planning Code Section 412, the Project Sponsor shall pay the Downtown Park Fee. The fee shall be based on drawings of the net addition of gross floor area of office to be constructed as set forth in the building permit and shall be paid prior to the issuance of a temporary certificate of occupancy.

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Jobs Housing Linkage. Pursuant to Planning Code Section 413, the Project Sponsor shall contribute to the Jobs-Housing Linkage Program (JHLP). The calculation shall be based on the net addition of gross square feet of each type of space to be constructed as set forth in the permit plans. The Project Sponsor shall provide evidence that this requirement has been satisfied to the Planning Department prior to the issuance of the first site or building permit by the Department of Building Inspection.

Childcare Requirements for Office and Hotel Development Projects. Pursuant to Section 414, the Project Sponsor shall pay the in-lieu fee as required. The net addition of gross floor area subject to the fee shall be determined based on drawings submitted with the Building Permit Application.

Open Space. In addition to the publicly-accessible open space required by the CCII approvals for the Project, a minimum of 2,635 square feet of publicly-accessible open space shall be developed and maintained within Block 3718 in perpetuity in order to satisfy the off-site open space requirements for the previously-approved projects located at 301 Howard Street (approved in 1980 by Planning Commission Motion No. 8769), and 215 Fremont Street (approved in 1998 by Planning Commission Motion No. 14924). The Project Sponsor shall install the public open space plaques consistent with the standards of Planning Code Section 138, including the standard City logo identifying it; the hours open to the public and contact information for building management. The plaques shall be plainly visible from the public sidewalks on Howard, Beale, and Main Streets. Design of the plaques shall utilize the standard templates provided by the Planning Department, as available, and shall be approved by the Department staff prior to installation.

MONITORING - AFTER ENTITLEMENT

Enforcement. Violation of any of the Planning Department conditions of approval contained in this Motion or of any other provisions of Planning Code applicable to this Project shall be subject to the enforcement procedures and administrative penalties set forth under Planning Code Section 176 or Section 176.1. The Planning Department may also refer the violation complaints to other city departments and agencies for appropriate enforcement action under their jurisdiction.

Revocation due to Violation of Conditions. Should implementation of this Project result in complaints from interested property owners, residents, or commercial lessees which are not resolved by the Project

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the Project as set forth in Exhibit A of this Motion, the Zoning Administrator shall refer such complaints to the Commission, after which it may hold a public hearing on the matter to consider revocation of this authorization.

OPERATION

Community Liaison. Prior to issuance of a building permit to construct the project and implement the approved use, the Project Sponsor shall appoint a community liaison officer to deal with the issues of concern to owners and occupants of nearby properties. The Project Sponsor shall provide the Zoning Administrator with written notice of the name, business address, and telephone number of the community liaison. Should the contact information change, the Zoning Administrator shall be made aware of such change. The community liaison shall report to the Zoning Administrator what issues, if any, are of concern to the community and what issues have not been resolved by the Project Sponsor.

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Project Site

Case No. 2014-002085OFA

Note: Please refer to project plans for precise development footprint, and for

location of open spaces proposed on portions of Lots 25 and 27.

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*The Sanborn Maps in San Francisco have not been updated since 1998, and this map may not accurately reflect existing conditions.

Project Site

Note: Please refer to project plans for precise development footprint, and for

location of proposed open spaces.

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Project Site

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DATE: June 18, 2015, update to March 20, 2015 Memo TO: Shane Hart, OCII Project Manager

Jose Campos, OCII Project Manager FROM: Susan Mickelsen, Environmental Planning

Chris Kern, Environmental Planning cc: Kevin Guy, Current Planning

Maia Small, Current Planning

RE: Environmental Review Note to File – Environmental Review of Record No. 2014-000699GEN, OCII Transbay Tower Development - Block 5 (City Block 3718) Office/Retail Project

Introduction

A Final Environmental Impact Statement/Environmental Impact Report (FEIS/FEIR) was certified and Local Preferred Alternative adopted in March 2004 by the Transbay Joint Powers Authority (TJPA) for the Transbay Terminal/Caltrain Downtown Extension/Redevelopment Project (City Project No. 2000.048E, State Clearinghouse No. 95063004). The project analyzed in the FEIS/FEIR consisted of: 1) proposed alternative designs for the Transbay Terminal, 2) the extension of the Caltrain Commuter Rail system 1.3 miles into Downtown, and 3) several land use redevelopment alternatives as part of the Transbay Redevelopment Plan. The Transbay Redevelopment Plan included land use and zoning changes and public street and streetscape improvements on blocks surrounding the Transbay Terminal and would provide additional office, retail/hotel, and residential, including affordable housing, development in the Terminal vicinity.

City Block 3718, where the OCII Transbay Tower Development - Block 5 is located, was a part of the Transbay Redevelopment Plan analysis. The Office of Community Investment and Infrastructure (OCII), as the successor agency to the Redevelopment Agency of the City and County of San Francisco under the Transbay Redevelopment Plan area have land use and CEQA review authority of the Transbay Redevelopment Area, with portions of Block 5 being owned by the TJPA.

Proposed Project

Following the release of an RFP/RFQ, OCII, has received the potential development of Transbay Block 5 with a mixed-use, 550-foot-tall, 43-story office and retail building with 766,745 (potential for up to 780,000) square feet (sq.ft.) of office space and 8,642 (potential up to 11,000 sq.ft.) of commercial retail space. Transbay Block 5 occupies the southern part of City Block 3718 which is bounded by Main Street to the east, Howard Street to the south, Beale Street to the west and Mission Street to the north. The Block 5 building would include two levels of below grade parking with an estimated 134 vehicle parking spaces and three loading spaces. Approximately 134 bicycle spaces (122 Class 1 and 12 Class 2) would also be included in the parking garage and at-grade. The project would create a mid-block alley (Natoma Street), which would provide access to the parking garage and loading area. The Block 5 Project would also include creation of open space on Parcels N2 & N3, located in the northwestern portion of Block 3718 and Parcel M1,

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design elements may be altered. The project is seeking exceptions and an Amendment to the bulk requirements under the Development Controls and Design Guidelines for the Transbay Redevelopment Project (January 2005) incorporated by reference in the Planning Code Section 263.18.

Transbay FEIS/FEIR Analysis

Under the FEIS/FEIR analysis, Block 3718 (or Transbay Block 5), analyzed up to 787,230 sq.ft. of office and 61,205 sq.ft. of retail space, with a height up to 400 feet under the Full Build Alternative in the FEIR/FEIS, with the potential tower building located on the southeast portion of the block.1

The Design for Development Vision Alternative further analyzed the potential for residential on this project block and increased the height for this potential residential tower to 550 feet. The Transbay Development Controls and Guidelines included the relocation of the potential tower building to the southwest portion of the block.

Given the proposed project would introduce an estimated 766,745 (potential for up to 780,000) sq.ft. of office and 8,642 (potential up to 11,000) sq.ft. of commercial land uses, the project would be within the scope analyzed in the Transbay FEIS/FEIS analysis, and would not require additional environmental review.

The proposed project would be subject to applicable mitigation and improvement measures identified in the FEIS/FEIR including for Wind, Safety and Emergency Services, Soils and Geology, Cultural and Historic Resources, Hazardous Materials – Operations, Visual/Aesthetics, Traffic, Parking, Non-motorized Traffic measures for pedestrians and bicycles, and Construction (public information, archeology, geology, air quality, noise/vibration, water resources, utilities, hazardous materials, light/glare, and safety/security).

As discussed in the FEIS/FEIR, all individual projects within Transbay Redevelopment Area would be required to complete a building shadow analysis for Planning Code Section 295 compliance, and assess potential wind effects.2

The proposed project would be subject to applicable Building, Health, Public Works, Transportation, and Planning Code requirements, including such items as the requirement of a geotechnical report, coordination with SF Public Works and SF Municipal Transportation Agency (on the new Natoma Street alley and surrounding sidewalks) and Department of Public Health Maher Ordinance Application. The proposed project would also be subject to the City’s Construction Dust Control Ordinance (Ordinance 176-08).

1_{U.S. Department of Transportation Federal Transit Administration and the City and County of San Francisco, Peninsula}

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Adopted June 16,2015

CONDITIONALLY APPROVING, PURSUANT TO THE TRANSBAY

IMPLEMENTATION AGREEMENT, THE SCHEMATIC DESIGN FOR A PROPOSED

COMMERCIAL OFFICE PROJECT ON TRANSBAY BLOCK 5, LOCATED ON

HOWARD AND BEALE STREETS, AND ADOPTING ENVIRONMENTAL FINDINGS

PURSUANT TO THE CALIFORNIA ENVIRONMENTAL QUALITY ACT; TRANSBAY

REDEVELOPMENT PROJECT AREA

WHEREAS, On April 7, 2015, pursuant to Resolution No. 16-2015, the Commission on

Community Investment and Infrastructure ("Commission") approved a minor

amendment to the Redevelopment Plan for the Transbay Redevelopment Project

Area ("Redevelopment Plan"), to provide that the maximum floor plate sizes for

general office buildings in Zone One of the Project Area be consistent with the

bulk limits permitted by Sections 270 (Bulk Limits: Measurement) and 272 (Bulk

Limits: Special Exceptions in C-3 Districts") of the San Francisco Planning

Code, as amended from time to time, for development within the C-3-0

("Downtown Office") Zoning District (the "Minor Amendment"). The

Commission forwarded the Minor Amendment to the Board of Supervisors with a

recommendation for approval and the Board of Supervisors approved the first

reading of the ordinance authorizing the Minor Amendment on June 9, 2015 and

is expected to approve the second reading of the ordinance on June 16, 2015. The

Minor Amendment will become effective 90 days after the Mayor signs the

legislation amending the Redevelopment Plan; and;

WHEREAS, On June 16, 2015, by Resolution No. 36-2015, the Commission approved an

amendment to the Development Controls and Design Guidelines for the Transbay

Redevelopment Project ("Development Controls"), consistent with the Minor

Amendment, to specify the applicable bulk controls and additional standards

applicable to a commercial office tower development in the commercial

development alternative for Block 5 in Zone One of the Transbay Redevelopment

Project Area ("Project Area"), including open space, parking, and impact fee

requirements; and,

WHEREAS, On June 16, 2015, by Resolution No. 37-2015, the Commission approved an

Owner Participation/Disposition and Development Agreement (the "OP/DDA")

with the MA West LLC, a Delaware limited liability company and joint venture

between affiliates of Golub Real Estate Corporation and The John Buck Company

("Developer") for the development of Block 5. The OP/DDA authorized

development of (a) an approximately 887,606 gross-square-foot office building

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open space; and (g) relocation and installation of the Pavilion, currently located at

195 Beale Street to the north end of Parcel M3 (collectively, the "Project"); and,

WHEREAS,

The Commission, through its approval of the OP/DDA, adopted a Design Review

and Document Approval Procedure ("DRDAP") that sets forth the procedure for

design submittals of the plans and specifications for the developments of the

Project on Block 5 in Zone One of the Project Area; and,

Project approval shall consist of three components or stages, Schematic Design

Documents, Design Development Documents and Final Construction Documents;

and,

Schematic Design Documents shall relate to schematic design level of detail for a

the Project and the review of the Office of Community Investment and

Infrastructure ("OCII") shall include consideration of such items as the

architectural design, site planning and landscape design; and,

OCII, in consultation with the San Francisco Planning Department and other City

Agencies, has reviewed and recommends approval of the Schematic Design

Documents for the Project and their conformity with any prior approvals, the

Redevelopment Plan, as amended and accompanying Plan Documents, including

the Development Controls, as amended by Resolution No. 36-2015, and the

Transbay Redevelopment Project Area Streetscape and Open Space Concept Plan

("Streetscape Plan"); and,

The Schematic Design was reviewed by the Transbay Citizens Advisory

Committee (the "CAC") at its April 9, 2015 meeting; and

The Commission shall review and approve, conditionally approve or disapprove

the application for Schematic Design. If the Commission disapproves the

Schematic Design in whole or in part, the Commission shall set forth the reasons

for such disapproval in the resolution adopted by the Commission. If the

Commission conditionally approves the Schematic Design, such approval shall set

forth the concerns and/or conditions on which the Commission is granting

approval. If the Commission disapproves an application in part or approves the

application subject to specified conditions, then, in the sole discretion of the

Commission, the Commission may delegate approval of such resubmitted or

corrected documents to OCII design review staff; and,

Subsequent to submittal of the Schematic Design Documents to OCII, it was

determined that, as a result of the City and County of San Francisco's current

review of the long range planning for major city streets, the plan for Howard

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Streets are a deviation from the Streetscape Plan; and,

The Developer has created an attractive project and has responded to all of OCII's

and the CAC's comments and revisions to the design for portions of Block 5.

However, as is typical, there remain a number of detailed issues that must be

resolved in subsequent Project approval stages (i.e., Design Development

Documents and Final Construction Documents); and,

A copy of the Schematic Design is on file with the Commission Secretary in the

OCII office; and,

On April 20, 2004, the Commission of the Former Redevelopment Agency of the

City and County of San Francisco ("Former Agency Commission") adopted

Resolution No. 45-2004, certifying the Final Environmental Impact

Statement/Environmental Impact Report (the "Final EIS/EIR") for the Transbay

Redevelopment Project, and on January 25, 2005 adopted Resolution No.

11-2005, adopting findings under the California Environmental Quality Act

("CEQA"), a Statement of Overriding Considerations and a Mitigation

Monitoring and Reporting Program in connection with the adoption of the

Redevelopment Plan. The Board of Supervisors and the City Planning

Commission adopted similar findings. Because the Final EIS/EIR includes

evaluation of the new Transbay Transit Center ("TTC"), the Transbay Joint

Powers Authority ("TJPA") also adopted environmental findings; and,

The Final EIS/EIR includes by reference a number of addenda. A total of eight

addenda to the Final EIS/EIR were adopted by the TJPA between June 2, 2006

and December 8, 2011, all related to the development of the TTC site and

transportation infrastructure supporting the TTC; and,

In adopting each Addendum, the TJPA determined that modifications to the TTC

would not require subsequent environmental review and would not require major

revisions to the Final EIS/EIR; and,

WHEREAS, The Final EIS/EIR is a program EIR under CEQA Guidelines Section 15168 and

a redevelopment plan EIR under CEQA Guidelines Section 15180. The Final

EIS/EIR is also a project EIR under CEQA Guidelines Section 15161 for certain

structures and facilities. The development of approximately 766,745 square feet

of office space on Transbay Block 5 is an undertaking pursuant to and in

furtherance of the Redevelopment Plan in conformance with CEQA Sections

15180 and 15168; and,

WHEREAS,

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WHEREAS, OCII staff, in making the necessary findings for the Implementing Actions

contemplated herein, considered and reviewed the Final EIS/EIR and addenda,

has made documents related to the Implementing Actions, the Final EIS/EIR, and

addenda available for review by the Commission and the public, and these files

are part of the record before the Commission; and,

WHEREAS, The Final EIS/EIR findings and statement of overriding considerations adopted in

accordance with CEQA by the Former Agency Commission by Resolution No.

11-2005 dated January 25, 2005 were and remain adequate, accurate and

objective and are incorporated herein by reference as applicable to the

Implementing Actions; now therefore, be it,

RESOLVED, The Commission finds and determines that the conditional approval of the

Schematic Design for portions of Block 5 is an Implementing Action within the

scope of the project analyzed in the Final EIS/EIR and Addenda and requires no

additional environmental review pursuant to State CEQA Guidelines Sections

15180, 15168, 15162 and 15163 for the following reasons:

1. The Implementing Actions are within the scope of the project analyzed in the

Final EIS/EIR and Addenda and no major revisions are required due to the

involvement of new significant environmental effects or a substantial increase

in the severity of significant effects previously identified in the Final EIS/EIR;

and,

2. No substantial changes have occurred with respect to the circumstances under

which the project analyzed in the Final EIS/EIR and Addenda was undertaken

that would require major revisions to the Final EIS/EIR due to the involvement

of new significant environmental effects, or a substantial increase in the

severity of effects identified in the Final EIS/EIR; and,

3. No new information of substantial importance to the project analyzed in the

Final EIS/EIR and Addenda has become available which would indicate that

(a) the Implementing Actions will have significant effects not discussed in the

Final EIS/EIR; (b) significant environmental effects will be substantially more

severe; (c) mitigation measures or alternatives found not feasible which would

reduce one or more significant effects have become feasible; or (d) mitigation

measures or alternatives which are considerably different from those in the

Final EIS/EIR will substantially reduce one or more significant effects on the

environment; and, be it further

RESOLVED, The Commission hereby approves the Schematic Design for a proposed

commercial office project on Transbay Block 5, located on Howard Street at

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further review and approval by OCII during the Design Development phase.

Mock-up of sufficient size shall be built off-site within the Bay Area for OCII

review and approval to ensure consistency with an approved Schematic Design.

2. Parking area shall meet the requirements of the Development Controls, as

amended to include the standards of the Planning Code Section 155.

3. The Project shall meet the requirements of the Development Controls as amended

to include the standards of the Planning Code Section 155.2 to include one

additional Class 1 bicycle parking space and three additional Class 2 bicycle

parking spaces.

4. The Project shall meet the requirements of the Development Controls, as amended

to include the standards of the Planning Code Sections 152.1 and 153(a)(6).

5. On Howard Street from Beale Street to Main Street, the sidewalk width shall be

16 feet and the Developer shall provide landscape and street furnishings in

concert with the theme of the Streetscape Plan, which shall be reviewed and

approved by OCII. The Developer shall not be required to place trees closer to

high-pressure utility lines than allowed by various utility requirements for normal

clearance of trees.

6. On Main Street adjacent to open space parcel M1, the sidewalk width shall be 22