Vice Chair Babcock chaired the meeting.

Trudi Ryan, Planning Officer, introduced Robert Paternoster, Director of Community Development, Diana O'Dell, Project Planner, Ray Pendro, from Wagstaff Associates, the city's EIR Consultant. Ms. Ryan clarified the actions needed of the Commission - 1) Certification of the Final Environmental Impact Report - certification of the EIR is acknowledging that environmental information is within the standards, correct and accurate. 2) General Plan land use and intensity for each of the blocks in the area and the heights of the building. She noted that later in the year after the City Council action on the EIR and the General Plan, a revised downtown specific plan and zoning will be presented. Those actions would be the next level of detail addressing how the streets would look, architecture and better definition of the setbacks. She then turned the report over to Diana O'Dell, Project Planner.

Diana O'Dell, Associate Planner, presented the staff report. She gave a brief summary and background of the study issue noting that in 2001, the City identified a need to update the common vision for the downtown and to create a plan that physically integrates the different areas into a unified downtown. As a result, a Stakeholders Committee was convened to address the goals and recommended a plan. In April 2002, the City Council conceptually approved a Downtown Design Plan prepared by the Committee. She noted the land use changes, new streetscape designs, and a new plan to "de-mall" the mall and the reintroduction of some of the original street grid. Staff presented the Environmental Impact Report which analyzed 13 different areas and determined that the project would have significant unavoidable impacts on the areas of Air Quality and Transportation and mitigation measures were proposed to reduce the level of environmental impact. She noted that certification of the EIR is to acknowledge that the environmental impacts were addressed. Staff also highlighted the extensive outreach efforts. Staff presented the recommendations.

Comm. Satterlee asked staff what are the required setbacks or open space since the heights have been translated to square footage. Staff responded that the setback requirements are not addressed in this action.

Vice Chair Babcock asked staff whether the EIR addressed the wind conditions of the building and whether the heat effect was looked at. Staff responded that it was addressed in the Final EIR and there was discussion addressing the heat. Ms. Ryan added that the heat was discussed with the heat fluctuating between 2-3 degrees.

Vice Chair Babcock opened the public hearing.

Monica Davis, member of the Downtown Stakeholders, presented the Committee's final recommendation to the Downtown Design Plan as stated in Attachment 7 of the staff report. She also noted the specific changes to the Plan from the original recommendation 1) Block 1a - (Town & Country) - lower the permitted height from 100 feet (8 stories) to 75 fee (5-6 stories), 2) Block 18 (Town Center Mall) lower the permitted height from 75 feet to 60 feet, except for a movie theater structure in the center of the block to rise 80 feet, 3) Block 18a (Mathilda Avenue, east side, between Iowa and Washington - lower the permitted height from 100 feet (6 stories) to 75 feet (4 stories), 4) Block 13 and 20 (Mathilda Avenue, east side between Iowa and El Camino Real - drop all recommendations for rezoning these blocks leaving heights and densities are currently permitted which lowers the proposed height from 100 feet to present maximum of 50 feet. Ms. Davis also noted that the Committee is restating their endorsement of the 12 implementation recommendations contained in their original letter of transmittal of March 26, 2002. Furthermore, she noted that the Committee gives high priority to the proposed loop or comparable facility from Mathilda Avenue southbound to Evelyn Avenue.

Ron Pfohl, Managing Member of the Forum Development Group, stated that he is excited to be involved in the City and the opportunity to make things better at the distressed mall. He further stated that he has reviewed the design and the staff recommendation. He commented that it is a great plan, indicating that a lot of work and thought was put on to it and should be commended. He requested a modification to the height recommendation for Block 18. He asked whether they could be given some latitude to have 75 feet tall buildings. He stated that majority of the project is at 60 feet and by lowering the overall height of the entire block, the end result would look flat along the majority of the site and that it may not be economically feasible. He stated that the Forum Group would like to have varying degrees of height for more character and an interesting environment. He further stated that the recommended densities and housing are fine. He concluded that the Group is working in the spirit of the Design Plan and is asking for some latitude.

Chair Simons asked Mr. Pfohl approximately what percentage on Block 18 is he asking to be at 75 feet high. Mr. Pfohl responded approximately 25% or less and the majority of the buildings would be towards Mathilda Avenue which would have housing and retail. He added that the plan would be designed that would be in keeping with the Downtown Design Plan.

Comm. Chu asked Mr. Pfohl if he was amenable to have an average height limitation of 60 feet with a maximum of 75 feet, excluding the theater. Mr. Pfohl said yes.

Comm. Swegles asked clarification as to the total of units proposed for Block 18. Ms. Ryan responded that the design plan reflects 200 units for Block 18 and what is being suggested is 300 units with the total units for the entire planning area is 2,180 units. She referred the Commission to the EIR, page 18-4, which contains different Alternatives and she noted staff's recommendation.

Comm. Swegles commented that he wanted to know that the school district is able to accommodate the number of units being proposed.

Andy Maloney, member of the Friends of Sunnyvale, suggested delaying the approval of the plan until after further community outreach is conducted. He recommended achieving a win-win solution. He stated that it is important for the citizens to have input and suggested that more outreach, town hall meetings, charrettes with the citizens, should be conducted. He also suggested that issues to be talked about should be open space, how to address parking, whether above or one level parking, landscaping, street trees, and park or plaza for public events. He also suggested that there should be more studies on massing, how the buildings would look like, sunlight to the streets and architectural themes. He noted that it is important to get the buy-in of the people. He concluded that if the Forum Group would be successful in purchasing the mall, he proposed town hall meetings.

Ms. Ryan clarified the action on the EIR and the General Plan. She added that the next step of the process is the details of the plan and that individual developers, particularly in the downtown, need to meet the guidelines in an approved Downtown Plan.

Comm. Moylan asked staff to clarify the actions during the public hearing. Ms. Ryan clarified that the public hearing is to hear comments for both the EIR and the General Plan designating for the downtown.

Mr. Maloney, Friends of Sunnyvale, added in the recommendation to include opening of the street grid.

James Baron, Receiver for the Sunnyvale Town Center Mall, explained that a receiver is an agent of the court and not part of the action, therefore a neutral party. He stated that he is very familiar with the property and met personally with many of the interested people and the Chamber of Commerce. He commented that overall, the plan is excellent and that he read the entire EIR. He expressed concerns that lowering the height on Block 18 might have an opposite effect to the plan. He noted that it is important to be flexible and to consider the financial feasibility for the developers and the community to have a more elegant solution. He stated that in order to replace the street grid, incorporate the housing, lowering the height to 60 feet may be counter productive. Diverse height should be developed in the downtown and the concept would be the same. He urged the Commission to be flexible and noted that the Forum Group has a nice plan and is willing to work on providing a viable downtown.

Chair Simons asked Mr. Baron if he has any specific recommendation to pass to City Council. Mr. Baron noted he would present a recommendation to staff later in the evening.

Vice Chair Babcock asked staff if the owners of Blocks 18 and 18a are the same. Staff clarified the ownership.

Suzi Blackman, Sunnyvale Chamber of Commerce, announced that the Sunnyvale Art & Wine Festival, is scheduled on June 6 and 7 from 10AM to 6PM to be held in the Downtown.

Ms. Blackman stated that being a member of the Downtown Stakeholders Committee, the members took their charge seriously and developed a cohesive group. She stated that massive outreach efforts have been instituted on this project. She noted that what has been done is taken a vision and evaluated it against the economic viability, achieve a balance and a realistic plan as well as to accommodate the desires of the developers and ultimately boost the economic viability of the downtown. She urged the Commission not to delay the action and to allow the Forum Group the flexibility for a design that is in the spirit of the Plan that the City could be proud of.

Comm. Swegles asked Ms. Blackman if the Committee had taken into consideration the traffic impact related to the proposed additional residential units. Ms. Blackman responded that it was discussed at some point but the idea of adding housing units at the mall was late in the process, therefore there was not a great deal of discussion. She added that the concerns were focused on the Murphy Avenue to be more visible. She agreed with the consultant that a drive-by to Murphy Avenue will help Murphy Avenue. She also supported the by-pass that could help divert the traffic away from the residential district and direct to downtown.

Comm. Swegles further asked Ms. Blackman if the Committee discussed the housing effect on the schools. Ms. Blackman responded probably but not in a great deal regarding the schools as it was not part of the consideration at that point.

Comm. Moylan asked Ms. Blackman why is it important to get the project done quickly. Ms. Blackman responded that specific blocks discussed were the ones being recommended for a decision and added that the Commission should look at the areas that need to be and could be changed as that could make a big difference. She added that there were some resistances to the change for the entire site so the Committee focused on areas that could make a big difference in bringing vitality to the downtown.

Chad Steward, resident, supported the revised plan. He expressed his concerns that with the existing Design Plans approved ten years ago has a slow growth, therefore he wonders how to get the proposed new downtown design moving and that he is less concern about the height. He encouraged the Commission to give the new property owners the flexibility in terms of getting variable building heights to avoid monotony. He stated that the original plan is to restore the street grid and wondered if the new owner of the mall would restore the street grid with pedestrian rights of way and extend Murphy Avenue all the way to the Mall area.

Comm. Chu commented that there is a new owner for the JC Penney store separate from the Mall owners. He added that during the City Council Study Session with the prospective owner of the Mall, they indicated the desire to restore the street grid as much as possible.

Melinda Matzinger, resident of 100 Charles Street, supported Monica Davis' recommendation. She stated that she likes the down zoning of her block. She expressed her concerns with the Mozart Buildings overlooking Charles Street and that she would like to maintain the character of her street. She also expressed her concerns about the traffic and the process if the overpass comes first. She stated that if the plan starts to move without the overpass, there would be traffic impacts. She suggested that the overpass should be built in a timely manner. She stated that she likes a pedestrian friendly street and that she likes the design of the new train station. She urged keeping the downtown pedestrian and bike friendly area. She further expressed concerns about the additional housing units and its impacts to schools and parks. She said that she doesn't like 100 feet high buildings. She also suggested using a shuttle if parking would be built at a distance.

Vice Chair Babcock asked Mr. Matzinger if she meant supporting the downsizing is for Block 17. Ms. Matzinger responded yes.

Comm. Chu commented that the plan is for Evelyn Avenue to be designated as a bike path.

Gary Davis, resident who works at the Sunnyvale School District, was in favor of the mall design and is looking forward to its construction. He expressed concerns about the building height and commented that he wouldn't like to see another tall buildings to achieve economic viability. He also expressed concerns about traffic and air quality noting that the EIR projected 3,000 cars in the downtown and the parking would be difficult for downtown. He urged the Commission to look and consider the quality of the neighborhoods when making the decision and that he is looking forward for downtown development. He added that he wants some of the projects completed and would want to remove the plastic covered fence on Evelyn Avenue.

Comm. Swegles asked Mr. Davis if he is a teacher. Mr. Davis responded that he works in facilities.

Comm. Swegles asked Mr. Davis what is the impact to the schools that are closer to Downtown. Mr. Davis responded that all schools near Downtown are fairly full but Lakewood, Fairwood and Columbia Schools may have some rooms.

Comm. Swegles asked staff about the plastic and green mesh fence along downtown. Ms. Ryan responded that the plaza development is moving forward, the bids were sent out and will be returning to City Council with a contractor in late July. She noted that the mesh along Mathilda Avenue belongs to the mall and the intent is to hide the vacant lot and is tied in to the development of the mall.

Comm. Swegles suggested removing the fence and put in landscaping to be more attractive. Ms. Ryan responded that it could be discussed with the developer.

Comm. Moylan asked Mr. Davis if the district has any closed schools that could be re-opened. Mr. Davis responded that he didn't think the district would re-open any schools. Comm. Moylan asked whether the school district has the option to open the schools down the road when needed. Staff suggested that as the speaker was not a representative of the school district, it could be uncomfortable to answer the questions.

Mr. Davis thanked staff for their help and support. He noted that staff has done an excellent job and should be commended most especially Ms. Ryan, Planning Officer and Karen Davis, Economic Development Manager.

Thom Mayer, resident, commented on bike routes and noted that the question is whether bikes could be accommodated safely. He encouraged the Commission to ensure that there is sufficient roadway widths to share with bicycles especially near the plaza.

Comm. Satterlee asked Mr. Mayer if the Bicycle and Pedestrian Advisory Committee (BPAC) has reviewed the bike routes. Mr. Mayer responded that, to his knowledge, Sunnyvale Avenue and Evelyn Avenue were looked at, Sunnyvale Avenue but no plan for Washington Avenue but it is a part of the cross county bike path.

Comm. Satterlee further asked about a bike path for Mathilda Avenue. Mr. Mayer responded that he did not look at Mathilda but believes that when the Mathilda overpass is built it is important to have one but currently, it is difficult.

Mr. Paternoster, Director of Community Development, commented that Fred Weisinger is a member of the Stakeholders Committee and former BPAC member and he provided input on bicycling as part of the process.

Comm. Swegles asked Mr. Mayer if the long-range bicycle capital improvement project includes the downtown area. Mr. Mayer responded yes. He added that if you put a demand for 3,000 cars using Evelyn, the capacity or room for bike plans would go away.

Chair Simons asked Mr. Mayer based on public comments would he recommend the Washington Corridor to the VTA for improvement. Mr. Mayer responded the more important and critical is Evelyn Avenue to allow the use and accessibility to CalTrain to meet the true meaning of multi-modal transit.

Chair Simons asked staff what can the Planning Commission do to address the Evelyn Avenue in regards to transportation impact for the EIR or the General Plan amendment. Ms. Ryan responded that the Commission could direct staff to look at something in particular and could be included in the motion. However, she assured the Commission that Traffic and Transportation Division is aware of the changes such as number of units and the plans and there are no concerns.

Mike Harris, resident of Block 16, asked the Commission whether his 100-year old house would survive the redevelopment and expressed concerns about the City's exercise of eminent domain. Ms. Ryan responded through the Chair that it is the choice of the owner to sell the house for redevelopment and that the city, as redevelopment agency, does not currently have the power of eminent domain. She further explained that the City Council and community have stated they would not like eminent domain available for residential property.

Comm. Chu commented that under the proposed plan there is no intent to change the residential district. He added that some of the public comments were that there been no development happening based on the 1993 Downtown Design Plan is because there were no developers to make the plan happens. He hoped that decisions would help make motivate revitalization of the downtown area.

Ms. Ryan clarified that there have been major changes in accordance with the 1993 Downtown Design Plan among them are the Mozart Buildings, the Multi-Modal Transit, the Plaza, the parking garage on Sunnyvale and Iowa and the 400 block of Frances/Taaffe Avenue has been redeveloped. She concluded that changes have started.

Ms. Ryan addressed the public comments.

She addressed the desire for additional outreach efforts. She stated that staff is recommending a series of meetings regarding the details of the plans and will be back to the Commission and City Council as part of the downtown development. The plan will have public input and the items he wanted to look at are included in the details and staff has heard the suggestion of a charrette.

Mr. Baron, Receiver and Mr. Pfohl, the Forum Group, asked for a different height limitation than the staff recommends. She noted that staff had a short meeting outside the Chamber with the potential purchaser and the Receiver as requested by the Commission to come up with a suggestion. She clarified that Mr. Baron is asking for the ability for up to 25% of Block 18 to go to 75 feet, five stories, with the remaining at 60 feet and 80 feet for the movie theaters.

There were concerns with the school district's ability to accommodate new students. She noted that there are currently 850 housing units in the downtown planning area and the school age generation is low. She further noted that the EIR number is about double that rate. She noted that this is a long-term goal plan, likely occurring over 20 years. Further, she noted that the school district may have some difficult choices to make and that options may include reopening closed schools or redoing attendance areas. Further, she noted that if the Planning Commission was not comfortable with the staff recommendation, they could recommend fewer housing units.

Ms. Ryan then noted an intent of the design plan was to improve the street grid. She suggested that the Planning Commission could recommend directing staff to work on enhancing the street grid but it may be difficult to fully restore it.

She noted that City Traffic and Transportation staff has been participating and involved as part of staff recommendation.

Mr. Paternoster noted that on housing and transportation impacts the City is committed to the State to provide housing units citywide. The goal is 2,500 housing units citywide in the next five years. One of the best places to put the housing is the downtown for transit access and as an area that could not impact the low-density residential areas. Overall, from an environmental and community standpoint, higher density housing unit in the downtown minimizes the number of school age children.

Comm. Swegles asked Mr. Maloney if his group would be amenable to have varying heights of the buildings in the mall area to avoid the fortress appearance. Mr. Maloney responded that from his personal viewpoint, it is possible, but he would have to see the plan and be presented to the Friends of Sunnyvale.

Chair Simons asked staff that if there is a recommendation to change the plan and it was not addressed in the EIR such as the street grid, what would be the process. Ms. Ryan noted that there may be details that are not specifically evaluated in the EIR but could be covered. If the change is to modify and reduce the impacts, action can be taken.

Ray Pendro, Wagstaff Associates, added that the EIR is purposely written from a "worse-case" scenario, and has addressed the highest intensity.

Comm. Swegles asked if the street grid is reinstated, would this relieve traffic and divert it from Washington to Mathilda. Ms. Ryan responded that restoration of the grid is covered not specifically Murphy Avenue to Mathilda but there is feasibility issue. She suggested that the motion could be to open street grid but not street specific so the opportunity could be made to the maximum. There are some of the grids that may never be opened such as JCPenney and Macy;s and could be presented to the potential owner.

Comm. Satterlee asked how the neighborhood areas identified for traffic analysis. Ms. Ryan responded that there is a protocol that traffic follows based on volume and flow and proximity to other selected intersections.

Comm. Satterlee asked about the mitigation measure on the Transportation Strategic Program (TSP) and whether it needs to be adopted to get the less than significant impact. She also asked if the Mathilda ground ramp was included. Ms. Ryan responded that the mitigation is to implement a TSP. The mitigation monitoring program is then tied to the plan and the ramp is part of the TSP.

Mr. Paternoster added that although it is on hold staff is looking for funding to make it happen. The loop is supported by the community.

Comm. Satterlee commented that the community has expressed its desire to have a building height limitation and the motion is consistent with this desire.

Comm. Chu commented that having residential units close to CalTrain makes good sense and reduces automobile traffic.

Chair Simons did not support the motion. He commented that there is only Block 1a which should support higher densities to be able to use the Multimodal transit.

Vice Chair Babcock supported the motion and believes that to have the high density residential/retail is economically feasibly in Blocks 1a.

Comm. Satterlee clarified the difference between local retail and regional retail. Staff indicated that both are intended to serve the community, but local retail is more consistent with a grocery store.

Comm. Swegles asked staff why recommend to have yet another grocery store in the south side of the city when there is none in the north side. Mr. Paternoster, responded that staff continues to look for a grocery store for the northern part of the city. He added that the additional housing proposed in the downtown could support a grocery store.

Comm. Satterlee stated that she fully supports staff recommendation and would revisit Block 3 if a grocery were provided elsewhere, such as the mall.

Comm. Moylan stated that he is heavily influenced with the letter from the public that a grocery store would be economically desirable.

Comm. Swegles supported the motion and suggested to strongly pursue a grocery store in the northern part of the city.

Comm. Satterlee asked for clarification of the proposed heights and units in Blocks 4 and 5. Staff responded that the height is lowered for the entire block and the density along the frontages is lower to blend better with the surrounding neighborhood. Ms. Ryan added that the same number of units may not be achieved depending on the size of the units.

Comm. Satterlee further asked staff if a rezoning may be necessary to achieve the desired number of units. Ms. Ryan said yes.

Comm. Moylan asked staff for clarification about the intensity of the density with Block 5 being very high density while Block 4 & 6 are not. Staff responded that Block 4 & 5 have similar very high-density housing.

Comm. Satterlee commented that a step-down from the heavier traveled Mathilda Avenue would be achieved.

Comm. Chu added that the change moves office away from Charles Street and the motion is consistent with the desire of the neighborhood.

Chair Simons commented that the motion is in agreement with the recommendation of the community, the stakeholders committee and the local businesses.

Comm. Swegles concurred with Chair Simons that the motion is a win-win solution and that it is in the spirit of listening to the public comments and desires.

Comm. Satterlee did not support the motion from the aesthetics standpoint. She noted that the area is close to the Mozart Buildings and to have short buildings next to them would not be a nice transition and not a good decision.

Chair Simons asked for specific recommendations on Block 18. Mr. Paternoster responded that for Block 18 the Commission could leave the height as in the Specific Plan except for allowing the 80-foot height for the movie theaters to be located at the center of the block. For Block 18a, the Commission could keep the 75-foot height as recommended but allow five stories.

Comm. Satterlee asked staff how the uses for Block 18 and Block 18a would be differentiated or whether the two blocks should be merged. Staff concurred that merging the blocks would provide the most flexibility for siting the various uses and still maintaining the 75-foot height limit and five stories except for the theater.

Comm. Swegles asked staff about the height of the movie theaters. Mr. Paternoster explained that if a theater is on the third level, the 80 feet would be needed. He further explained the theaters would be in the center of the mall.

Comm. Chu stated that he heard the Receiver indicated that only 25% of the area was needed to exceed 65 feet. Staff concurred.

Vice Chair Babcock asked whether it is advisable to further down the height requirements to avoid a fortress appearance. Mr. Paternoster suggested that for flexibility it not be added at this time and reminded the Commission that they have design review authority for an actual project in the future. He further discussed that any development on Mathilda Avenue would block the mall. However, the notion is that the mall would come out to Mathilda Avenue, which would open the mall up to view. He also noted that the parking structures would be ringed with uses and therefore not visible, with active pedestrian spaces throughout.

Chair Simons summarized the various options and asked for clarification on the theater height. Staff clarified that the 80 feet is being requested or recommended by prospective mall owners, the Receiver, the stakeholders and staff.

Comm. Chu noted that staff recommendation included 300 housing units within Block 18.

Chair Simons commented that the mall is his least favorite building in the city as it is unfriendly. He stated that he prefers to have a more-friendly mall, particularly the restoration of street grid. He discussed circulation in the area. He agreed that height is an issue; however, the recommended height is appropriate since it is supported by transit. He hoped to have a high quality development and pedestrian friendly.

Comm. Chu concurred with Chair Simons. He added that he would trade the added height with the street grid to achieve pedestrian walkability in the downtown area, to create a public open space, gathering area, and to extend the Farmers Market to McKinley Avenue and possibly have a Performing Arts facility.

Chair Simons asked for comments from staff. Mr. Paternoster explained that there are various perspectives on restoring the grid. He further explained some concerns with requiring the reestablishment of the grid. Chair Simons and Comm. Moylan discussed incentives.

Comm. Moylan made friendly amendments to eliminate all references to the movie theater and 80 feet. He explained his concerns with the movie theater.

Chair Simons indicated a willingness to accept the change; however, Comm. Chu would not accept the change to the motion.

Comm. Satterlee commented on the height and the aesthetics for a movie theater.

Comm. Chu asked what large an area the theater would occupy. Mr. Paternoster replied approximately 55,000 square feet and explained how it would be accommodated. He further discussed how other multiplex theater complexes function, contrasting them with open-air settings. He commented on the 80 feet and a theater on the third level and the need to preserve active pedestrian area on the ground floor.

Comm. Chu proposed allowing the 80 feet in the lavender area only as indicated on the site plan.

Comm. Satterlee commented on the benefit of having flexibility on height and future Planning Commission review of a project.

Comm. Swegles expressed his concerns about the additional housing units and affects to schools and traffic. He further noted that final project review could ameliorate his concerns.

Comm. Chu commented that Block 1a will be reduced by over 100 housing units to be absorbed in Block 18, therefore the net effect is actually lower.