Quasi Judicial Memo

City of Boulder City Council Quasi-Judicial Agenda Item Meeting Date: November 20, 2025 Agenda Title Consideration of a Site Review and Use Review to redevelop approximately 7.96 acres of an existing 9.86-acre site at 2952 Baseline Rd. with five new buildings containing a total of 427 new dwelling units, including 122 units for students ranging from studios to six-bedroom units and 58,365 square feet of commercial space. The redevelopment retains the Broker Inn and a portion of the adjacent parking. Proposal includes a request for a Height Modification to allow buildings to reach up to 55 feet in height. Reviewed under case no. LUR2024-00071 and LUR2024-00072.

Staff Contact •

Chandler Van Schaack, Principal Planner, Planning and Development Services

Draft Motion Language Motion to approve Site Review application #LUR2024-00071 and Use Review application #LUR2024-00072 with conditions as recommended by staff, adopting the staff memorandum as findings of fact, including the attached analysis of review criteria.

Executive Summary The purpose of this item is for City Council to review and take action on the Site Review (LUR2024-00071) and Use Review (LUR2024-00072) applications to redevelop approximately 7.96 acres of the existing 9.86-acre Williams Village Shopping Center site at 2952 Baseline Rd., with five new buildings containing a total of 427 new dwelling units, including 122 units intended for students, ranging from studios to six-bedroom units. The redevelopment will also provide 58,365 square feet of commercial space. The

redevelopment proposal retains the Broker Inn and a portion of the adjacent parking. The proposal includes a request for a height modification to allow buildings to reach up to 55 feet in height. Per Section 9-2-14, B.R.C. 1981, the project requires Concept Plan review and Site Review because the site is over 2 acres, the proposal is greater than 30,000 square feet in size and a height modification is proposed (Table 2-2 of Section 9-2-14, B.R.C. 1981). Per Section 9-6-2(c)(1)(A)(iii), B.R.C. 1981, a Use Review is required because the project site is located in a “Business Community (BC) Area Subject to Special Use Restrictions” (per Appendix N) and the proposal includes ground-floor residential units. On September 30, 2025, the Planning Board held a public hearing and voted 6-1 (J. Boone dissenting) to approve the Site and Use Review applications with conditions as recommended by staff and with the following added conditions: (1) The board voted 5-2 (K. Nordback, C. Hanson Thiem dissenting) that to meet the open space needs of residents and visitors to the site, applicant shall add an active, outdoor ground-level programmatic element to the site such as a playground, play area, dog park, or community garden, to the satisfaction of staff at the time of Tec Doc. Motion passed. (2) The board voted 7-0 that an additional fifteen percent of required bike parking spaces over and above the five percent electric bicycle charging spaces required in Section 9-9-6(e)(4)(G), B.R.C. 1981, shall be electrified. These additional spaces shall not be subject to the 3 feet by 10 feet size requirement. This condition will be met to the satisfaction of staff at the time of Tec Doc. Motion passed. The staff memorandum to Planning Board and the applicant’s submittal materials along with other related background materials are available on the Records Archive for the Planning Board. The applicant’s plan set and written statement is provided in Attachment A. The recorded video from the hearings can be found at the following link: September 30, 2025 Planning Board Hearing (item begins 1 hour and 49 minutes into the video). City Council voted to call-up Planning Board’s decision at its public meeting on October 23, 2025.

Council Action Options Option

Outcome

Approve the application

If the application is approved, City Council’s decision is final and the applicant can move forward with submittal of technical document applications.

Approve the application with additional conditions

Council would need to draft any modifications to the draft motion language and approval, based on the criteria for review.

Deny the application

If the application is denied, council’s decision is final.

Key Issues 1. Is the proposal consistent with the Site Review criteria of section 9-2-14(h), B.R.C. 1981? 2. Is the proposal consistent with the Use Review and Specific Use Standards criteria of section 9-2-15(e) and 9-6-3(e), B.R.C. 1981?

Background Property Description & Site Context As shown below in Figure 1, the approximately 9.86-acre project site, known as the Williams Village Shopping Center, encompasses the triangular area located east of Highway 36, south of Baseline Rd. and west of 30th Street, excluding the Baseline Crossing site on the northwest corner of the site (2850 Baseline Rd.) and the McDonald’s site (2920 Baseline Rd.). Prior approvals which pertain to this site include the Williams Village Shopping Center PUD, Sheraton Motor Inn and commercial area (P-72-24), Williams Brothers Parking Lot for Dark Horse (P-75-21), Amoco Oil Co addition (SR-78-24), First National Bank (P-81-37), Amoco Oil Remodel (SR-83-39), and Sprout Farmers Market Use Review (LUR2009-00005). To the east across 30th Street is the University of Colorado (CU) Williams Village dormitory complex, containing the 12-story Darley and Stearns dormitory buildings and the six story Bear Creek Apartment buildings. Across Baseline Rd. to the north are a variety of retail, service and office uses, including a gas station, a beauty salon, a mortuary, and a medical office building. To the northeast of the intersection of Baseline and 30th Street lies the Baseline Subdivision, a single-family neighborhood that has existed since the early 1960’s. US 36 runs along the eastern boundary of the site, across which lies the Martin Acres Neighborhood. Aside from the CU buildings, all the existing buildings surrounding the site are one to three stories in height.

The site currently contains four (4) one-story commercial and retail buildings containing a variety of businesses, including a Sprouts Farmers Market, the Dark Horse, Cosmos’s Pizza, a liquor store, a bank and other restaurants, as well as The Boulder Broker, a 4story hotel at 555 30th Street. There is a Conoco gas station on the northeast corner of the site off Baseline Rd. Both the Dark Horse and the Broker Inn have been in this location since 1974. The property is not individually landmarked or located in a historic district. In December 2024, Historic Preservation staff reviewed and approved the demolition of the Dark Horse building at 2922 Baseline Rd., finding the building did not have potential architectural, historic or environmental significance. The site area surrounding the existing buildings is primarily surface parking, with some of the parking areas meeting current city landscaping and screening requirements and other, older parking areas not meeting current standards. The Flatirons are largely visible from most locations on the site. Not including the Baseline Crossing or MacDonald’s sites, there are nine existing access points to the site, with four curb cuts on Baseline Rd. and five curb cuts along 30th Street (See Figure 2 below). Of the four existing access points on Baseline Rd., only one, located between Baseline Crossing and MacDonald’s, has full movement turn access, with the remainder being right-in, right-out only. Similarly, the existing access points on 30th Street are also right-in, right-out only with the exception of the access serving the Cosmo’s Pizza building. With only a single drive aisle providing access to westbound lanes on Baseline, the current access configuration severely limits

opportunities for westbound travel from the site, with U-turns on either 30th Street or at the signaled intersection of 30th and Baseline being required for the majority of exit points from the site. Figure 2 below shows the existing site with right-only access points shown in yellow and two-way access points shown in green.

Within the site, connectivity is largely circuitous and vehicle-oriented, with limited segments of sidewalk making pedestrian travel across the site difficult. There is an existing multi-use path running along US 36 which provides three access points to the site, each of which leads to either a drive lane crossing or a parking lot. There is also a multi-use path along Baseline Rd. on the northern property boundary, which crosses seven existing vehicular access points. Similarly, the existing sidewalk on the eastern property boundary along 30th Street crosses five vehicular access points and dead ends at the southern end of the site. Overall, while the multi-use path along US 36 provides safe north-south pedestrian and bicycle travel past the site, pedestrian and bicycle travel within the site and along both 30th and Baseline presents a number of potential conflict points with vehicles and is largely undesirable.

As shown in Figure 3 below, much of the project site is affected by the regulatory floodplain of Skunk Creek, including the 100-year, Conveyance and High Hazard zones.

Zoning. As shown in Figure 4 below, the site is zoned Business Community -2 (BC-2) and is adjacent to BT-1 zoning to the north across Baseline Rd. and Public (P) zoning to the east across 30th St. (Williams Village). To the west, across Highway 36, lies the 2700 Baseline site (also zoned BC-2) and the Martin Acres neighborhood, Zoned RL-1. The BC-2 zoning district is defined by Section 9-5-2, B.R.C. 1981 as “Business areas containing retail centers serving a number of neighborhoods, where retail-type stores predominate.” The project site is located in a “Business Community (BC) Area Subject to Special Use Restrictions” (per Appendix N).

Pursuant to Section 9-6-2(c), B.R.C. 1981, attached residential is allowed as a conditional use in BC-2 subject to specific use standards. Ground floor residential uses

may be approved only pursuant to a use review. Retail uses are allowed by-right. Form and bulk standards in BC-2 require a 20’ foot front yard setback, a 15’ foot side yard setback adjacent to a street, a 0’ or 12’ foot interior side yard setback and a 20-foot rear yard setback. Per Table 7-1 of the land use code, buildings are limited to three stories and 35 feet in the BC-2 zone. Land Use Designation. The Site Review criteria of the land use code Section 9-214(h), B.R.C. 1981 are used to evaluate the project and to make findings for Site Review approval. Among the findings that must be made is a project’s consistency with the Boulder Valley Comprehensive Plan policies and Land Use designation. As shown in Figure 5 below, the BVCP land use designation is split between Mixed Use Business (MUB) and Community Business (CB), defined in Chapter III of the 2010 Boulder Valley Comprehensive Plan as follows:

The BVCP land use designation for the eastern portion of the site was changed from CB to MUB during the 2000 BVCP Update, but the site has never been rezoned to reflect the MUB designation (zoning districts intended to implement the MUB land use designation typically include BMS and the MU zones). Further, The Williams Village Center is identified in the BVCP as a Neighborhood Center (see pg. 37), the intent of which is described as follows: “In addition to serving as neighborhood gathering places, these centers also provide goods and services for the day-to-day needs of nearby residents, workers and students and are easily accessible from surrounding areas by foot, bike and transit. Neighborhood centers contribute to a sense of place and the achievement of walkable (15-minute) places with a mix of uses and range of services.” The BVCP includes guiding principles for Neighborhood Centers. In terms of uses, the guiding principles state that Neighborhood Centers should “include a mix of locally

serving retail (e.g., retail anchors, such as grocery stores and personal services such as hair salons or small local markets) and other activities, such as smaller-scale office uses to meet every day needs,” in buildings “at a scale and intensity lower than downtown and the regional centers, ensuring compatibility of buildings with adjacent residential uses decreasing intensity of activity around edges or “transition zones” near neighborhoods. These transition zones should encourage a diversity of low- and medium-density residential uses, such as attached single- family housing, row homes and a variety of flats” (BVCP, pg. 45). The existing BC-2 zoning is consistent with this Neighborhood Center designation.

Application Description The applicant is proposing to redevelop approximately 7.96 acres of the existing 9.86acre site located at 2952 Baseline Road as a mixed-use development made up of five new buildings ranging from 42,099 square feet to 209,890 square feet in size. The proposal includes a total of 427 new dwelling units, including 122 units intended for students, ranging from studios to six-bedroom units. The redevelopment will also provide 58,365 square feet of commercial space and 534 new parking spaces. The redevelopment retains the Broker Inn and a portion of the adjacent parking. Figure 6 below shows the proposed site plan.

Site Design. As shown in the applicant’s plan set (see Attachment A), the existing superblock is proposed to be broken down with two primary private drives. Within the primary pedestrian zones, each drive is designed as a “woonerf” to foster safer interactions between pedestrians, cyclists, and drivers. The majority of the new private drives will be retail-oriented, with residential on the upper floors and parking hidden midblock. The existing Sprouts grocery store is planned to be retained but moved to a new building and location on the northeast corner, bordering the street. The project provides convenient short-term parking along the private drives to accommodate the needs of the commercial uses, keeping long-term and resident parking in the parking garages. Loading spaces have been provided for each building to allow services without impeding the flow of traffic. As shown in Figure 7, the current proposal reduces the number of vehicular access points from nine to four, three of which would be full-turn accesses and one of which (the north entrance to New Carter Way, just east of McDonald’s) would be right-in, rightout only. In terms of pedestrian and bicycle access and circulation, the site plan includes a new multi-use path which runs north through the site between the existing multi-use paths along US 36 and Baseline Rd. and also provides three new pedestrianonly accessible routes (two accessed via the US 36 multi-use path and one accessed via 30th Street). New detached sidewalks are also shown along 30th Street and along the private drives within the development.

As shown in Figure 8 below, open space for the project is proposed as a mix of atgrade open spaces, plazas and landscaped setbacks as well as roof-top decks. Per the applicant’s written statement (Attachment A), “The project has been designed to create a range of open spaces that range from quiet landscaped pathways to a large flexible central plaza designed to be comfortable in its day-to-day use but with the ability to host small events. Streetscapes throughout incorporate places to sit, gather and stay. The central plaza area includes large, landscaped planters that shape the space on 3 sides and include native plantings and large trees to provide scale and shade. A high-quality hardscape is dotted with additional trees that provide summer shade beyond the planter edges. Daily use of the plaza includes outdoor seating for adjacent restaurants and moveable tables and chairs for other plaza users. A stage at its north end doubles as a seating feature when not in use. The streets are lined with trees, water quality areas and native plantings that surround gathering nodes that have been strategically placed near building entries and future retail space. Roof decks spaces include a variety of scaled spaces to create quiet contemplative spaces as well as large gathering areas around outdoor cooking areas and pool decks.”

As shown above, the project provides a total of 101,481 square feet of open space where 85,883 square feet is required. Figure 9 below shows a view looking from the south of the main “woonerf” style drive and central plaza along with several of the proposed rooftop decks and the pedestrian area south of Building D. As shown in the rendering, the central plaza is a focal point of the site and contains a variety of hard and softscape surfaces, ample landscaping and flexible seating and event space. Buildings surrounding the plaza have been stepped down to allow light into the space, and rooftop decks create additional activity around the perimeter.

Land Use – The proposed development includes a mix of attached residential and commercial uses totaling approximately 555,061 square feet in floor area. Including the existing Broker Inn building, which is approximately 71,756 square feet in size, the total floor area across the site following redevelopment would be 626,817 square feet, which equates to a sitewide FAR of 1.46. Not including the Broker Inn, which is to remain unchanged, the proposal would increase the amount of commercial square footage on the site by roughly 7.6 percent from 54,222 square feet existing to 58,365 square feet as proposed. Under the current proposal, all the buildings except for Building E are mixed use, with ground level commercial spaces and residential units on the upper floors. Building E is proposed to be entirely student housing. Buildings A and D will include a mix of ground floor commercial uses facing the interior of the site along the private drives and pathways and ground floor residential units facing the rights-of-way surrounding the site. Buildings B and C will be entirely commercial on the ground floor except for lobby areas providing access to the residential units above. Building B has been designed as a new space for the existing Sprouts grocery store. The overall design outcome is that with the exception of the western half of Williams Way, which fronts Building E, the private drives within the development will be entirely surrounded by active, ground floor commercial uses. See Figure 10 below for proposed land use diagram showing ground floor commercial space in blue.

Figure 10: Ground Floor Land Use Diagram Pursuant to Section 9-6-2(c), B.R.C. 1981, attached residential is allowed as a conditional use in BC-2 subject to specific use standards. Retail and restaurant uses are allowed by right in this location. Because the proposed project includes ground floor residential it would not meet the conditional use standards for attached residential uses in the BC-2 zone and therefore Section 9-6-2(c)(1)(A)(iii), B.R.C. would apply: Use Review: A use that is not allowed by right or as a conditional use may be approved only pursuant to a use review. In addition to meeting the use review criteria, the applicant shall demonstrate that the use on the ground floor or with a combined floor area larger than ten percent of the total floor area, as applicable, will not adversely affect the intended function and character of the area as a neighborhood serving business area where retail-type stores predominate on the ground floor. In determining whether this criterion is met, the reviewing authority shall consider the location and design of the proposed use and the existing and approved uses on the lot or parcel and in the area.

As indicated in staff’s analysis of the Use Review criteria found in Attachment B, staff finds that the proposed project meets the above conditional use criterion and does not adversely affect the intended function and character of the area as a neighborhood serving business area where retail-type stores predominate on the ground floor. Staff finds that overall, the project enhances the character of the area as a neighborhood serving business area by increasing the overall amount of ground floor commercial floor area, greatly improving pedestrian accessibility to these spaces, and adding residential density to support the businesses located therein. Building Design. As shown in Figure 11 below, the proposed project would add five new buildings to the site while keeping the existing Broker Inn on the southern portion of the site. The new buildings would range from 50 feet to 55 feet in height and would total approximately 555,061 square feet in floor area. Including the Broker Inn, the total FAR of the proposed project would be approximately 1.46, which is within the maximum allowable FAR of 2.0 for the BC-2 zone. Buildings are positioned toward the edges of the site to create a well-defined urban edge, with the tallest and most massive building (Building E) located on the northwestern boundary of the site intended to act as a buffer between US 36 and the interior of the project.

Per the applicant’s written statement (Attachment A), “Retail spaces along the streets will activate the pedestrian realm, while plantings and walkways guide visitors to the new neighborhood center. Elevated roof decks provide communal outdoor spaces with

mountain views, fostering connectivity and reducing the visual impact of building heights. Buildings directly adjacent to 30th Street are wrapped around parking structures, while smaller buildings to the west provide a variety of scale and a transition to adjacent context. As this project is seeking an exception to the height [limit], the project’s design thoughtfully reduces the perception of height, emphasizing pedestrianfriendly scales through thoughtful building placement, varied rooflines, and erosion of upper-level masses to create additional open spaces.” Building A. Building A is located on the southeast portion of the site, north of the Broker Inn and facing the Williams Village towers and student housing development directly across 30th street. The building is approximately 117,896 square feet in size and contains 111 units ranging from studios to 3-bedrooms. 51 structured parking spaces are provided in a wrapped garage with access taken from Williams Way on the north side of the building. The east elevation includes five townhome units along 30th Street, with ground floor commercial uses on the north and west elevations along the internal private drives. The east façade has been divided to create a more direct pathway into the site from the existing pedestrian path across 30th. The small portion of building separated from the rest by a pedestrian bridge is intended to be a ‘jewel’ on the site, terminating the view along the woonerf and announcing one of the key entries into the site. This jewel is proposed to be cross-laminated timber (CLT) construction. Per the applicant’s written statement, “Retail along that pedestrian pathway draws one into the heart of the development, to the newly created village center where the building’s uppermost floor has been eroded to allow more light and air, deferring to the central gathering space. The retail corridor continues around the hidden parking, to create the South face of retail along Williams Way.” A large rooftop plaza and deck area is provided on the second story facing the village center.

Building B Building B holds the northwest corner at Baseline and 30th, contains the proposed grocery use, and hides the larger of the two parking structures (406 spaces). Baseline’s frontage has the larger scale and thus is home to the proposed two-story grocery space. The other street faces are more pedestrian-oriented and will be broken down into smaller retail spaces. A total of 92 upper story units are proposed, ranging from studios to 3-bedroom units. This building uses different materials to call out the retail, featuring wood and larger expanses of glass on the lower level, with brick masses grounding the corners. The building steps back along Baseline to reduce the scale along that street, and to respond to the one- and two-story buildings located across it. The upper floor also steps back toward the village center, allowing for a roof deck or similar space for the residents there. A loading and delivery entrance is located on the west side of the building off New Carter Way, and the parking garage access is located on the south side of the building off Williams Way.

Building C Building C transitions the building scale along Baseline between the McDonalds building and Building B. It addresses both the newly created retail street as well as the multi-use path created as part of this development and because of this and the village center to the south, the building has four fronts, with the retail uses being focused primarily on the East side along the new private street and the West side containing entries to the residential units. This building also includes small step-backs at the North and South, reducing the height along Baseline and the height at Village Center. A total of 44 units and roughly 7,600 square feet of ground floor commercial are proposed.

Building D Building D anchors the long edge of the new Village square, and the North portion terminates several of the views into the site, creating the second ‘jewel’ and anchoring the other end of the new woonerf. Per the Applicant’s written statement, “the southern portion of the building, done in an understated dark metal and simple lines, provides a counterpoint to the wood panels, and the reduction in mass for this portion of the building again allows for light and air, as well as views from the North portion of the Village Center.” The ground floor bordering the plaza contains two flexible restaurant

spaces totaling approximately 4,000 square feet in size. Eleven ground floor residential units are provided on the southeast and west sides of the building, the former fronting on a small plaza and pedestrian pathway and the latter facing the US 36 multi-use path. An additional 48 units are proposed on the upper floors of the building.

Building E Building E is proposed to be student housing and is intended to act as a buffer between the site and US 36. This building has been designed so that it appears as three different buildings, with each segment comprised of a different primary material and with changes in window patterning and architectural detailing. Five pedestrian entries have

been located to provide access from each side of the building, with the primary access being on the north side of the building fronting a small plaza on Williams Way. Vehicular access to the garage is located on the east side of the northern portion of the building. The garage is located along the southeast portion of the ground floor adjacent to Highway 36, where the higher grade of the bike path and highway raises pedestrians on the multi-use path as well as drivers going past the building up to the second level, helping to camouflage the space. Amenity uses have been located along the multi-use path, adding activity and interest along that corridor.

Access, Parking, and Circulation As shown on the site plans above, the proposed project is intended to convert the existing site from a primarily auto-oriented commercial shopping center to a highdensity, mixed use, transit and pedestrian-oriented development. The project incorporates a variety of site design and Transportation Demand Management strategies to reduce the need for residents and visitors to use cars. The project provides a new multi-use path which runs north through the site between the existing multi-use paths along US 36 and Baseline Rd. and also provides three new pedestrian-only accessible routes (two accessed via the US 36 multi-use path and one accessed via 30th Street). New detached sidewalks are also shown along 30th Street and along the private drives within the development. The project provides bike parking in excess of city requirements, with Building E proposed to provide 268 bike parking spaces (68 short-term and 200 long-term) where 246 are required and the remainder of the project (Buildings A-D) providing 750 bike parking spaces (224 short-term and 526 long-term) where 702 are required. As shown on Sheet SR-0.17 of the applicant’s plan set (Attachment A), bike parking is strategically located throughout the development to provide convenient access for both residents and visitors. Building A will have parking for four (4) cargo bikes and eight (8) e-bikes. Building D will have parking for three (3) cargo bikes and four (4) e-bikes. Building C will have parking for two (2) cargo bikes and two (2) e-bikes. Building D will have parking for two (2) cargo bikes and eight (8) e-bikes and Building E will have parking for four (4) cargo bikes and eight (8) e-bikes. In addition to comprehensive pedestrian and bicycle infrastructure, the proposed project includes a variety of innovative TDM measures intended to increase the percentage of alternative travel modes utilized by the site and to decrease parking demand. See Attachment C for applicant’s TDM Plan. These strategies are tailored to the needs of both the student and non-student residents, and include but are not limited to the following: 

Orientation packets which include brochures, maps, and other resources to inform residents of their transportation options;

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Monitoring and evaluation: Through sales or lease agreement, the site's residents will agree to participate in annual on-line or paper surveys regarding their use and satisfaction with transportation demand management programs.

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Micromobility: A bicycle share and long-board program will be available to both residents and employees. This program is managed through a 3rd party service and typically provides four bicycles and five long-boards that are securely stored

on-site. The applicant will also provide collapsible carts and wagons for use by residents. The applicant proposes providing multiple e-scooter parking areas for the parking/ storage of E-Scooters. 

A bicycle maintenance and repair station will be located on the ground floor of Building E.

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BECO/NECO Pass participation: BECO-Passes will be provided to the employees and NECO passes will be provided to residents. The applicant will pay the cost of providing passes for a period of three years.

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Alternative Transportation Fund: The applicant proposes to make available a $150/year transportation subsidy per unit if the residents do not require on-site parking. If they have a vehicle, they will need to show it will be parked in an acceptable location off-site to receive the subsidy.

In terms of vehicular parking, the project provides a total of 637 parking spaces split between 521 garage spaces within Buildings A, B and E as well as 13 short-term onstreet spaces along the private drives and 103 surface parking spaces on the Broker Inn site. The applicant is proposing 64 garage parking spaces and two surface spaces for Building E. All parking spaces in Building E will be managed separately from Buildings A through D and be unbundled and paid separately from the unit lease. The applicant is providing 468 new parking spaces for the mixed-use portion of the site, including 406 garage spaces in Building B, 51 garage spaces in Building A and 11 short-term surface spaces on the private drives. All garage parking spaces in Buildings A through D will be un-bundled and paid separately from the unit lease. Per the applicant’s Parking Plan (Attachment D), the on-site parking garages will be controlled by a gateless, online, real-time parking access, permit, license plate recognition and revenue control system. Phasing As detailed in the applicant’s written statement, the proposed project includes a phasing plan that sets forth the anticipated demolition and construction sequencing and timeline. The development would occur in two phases, Phase 1 would include Building E only, and Phase 2 would include the flood work, as well as Buildings A, B, C, and D. The Broker Inn use would remain unchanged on the site. More specifically, Phase 1 would include demolition of the Dark Horse building at 2922 Baseline followed by subdivision of the site to create a new 98,019 square foot “Lot 1,” on which Building E would then be constructed. The existing buildings at 2950 and 2990 Baseline (Sprouts and Conoco) and 645-659 30th Street (Cosmo’s, Ristorante Italiano, Moe’s BBQ, etc.) and the existing surface parking for those buildings would remain until commencement of Phase 2. Phase 2 would then include demolition of the remaining buildings (not including the Broker Inn), vacation of a sidewalk easement along 30th Street as well as the “30th

Street Extension” right-of-way south of the Broker Inn, an additional subdivision to create three new lots and dedicate the required easements, and construction of the remaining buildings and site improvements. The phasing plan provides for three years for Phase 1 and three years for Phase 2, with Phase 2 commencing no later than the expiration of Phase 1. Please see the recommended conditions of approval below for further information.

Application History A Concept Review application was submitted for the proposed project in July, 2023. On January 16, 2024, the Planning Board held a hybrid meeting and reviewed and commented on the proposal. The staff memorandum to Planning Board, recorded video, and the applicant’s submittal materials along with other related background materials are available in the city archives for Planning Board. The recorded video from the hearing can be found here.

On February 1, 2024, the City Council voted to call up the Concept Plan to review and comment on the proposal, as had been requested by the applicant. On March 7, 2024, City Council held a public hearing to provide additional feedback to the applicant. At the hearing, council expressed general support for the proposal but referred it to the Design Advisory Board (DAB), the Transportation Advisory Board (TAB), and the Environmental Advisory Board (EAB). The staff memorandum to City Council and the applicant’s submittal materials along with other related background materials are available in the city archives for City Council. The recorded video can be found here (the agenda item begins 1 hour and 7 minutes into the video).

The project was reviewed by EAB, TAB, and DAB and on March 05, March 10 and March 12, 2025, respectively. Minutes from these meetings are included as Attachment E and the applicant’s response to the comments received at these meetings is included as Attachment F. Overall, the boards expressed support for the proposal and focused comments on the following areas: 

EAB: Desire to see solar incorporated into project and support for small, local businesses

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TAB: Desire for strong, creative TDM strategies and parking management

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DAB: Desire to see more entries and wayfinding strategies incorporated into Building B, desire for additional roof detailing

As noted in the applicant’s responses to the advisory board comments, feedback from the boards was carefully considered and has resulted in several changes to the plans since the original submittal. At the public hearing on September 30, 2025, the Planning Board held a quasi-judicial hearing to review the proposed Site Review and Use Review applications described above. Following a public hearing, the board voted to approve with conditions Site Review application #LUR2024-00071 and Use Review application #LUR2024-00072 with the following motions: On a motion by C. Hanson Thiem, seconded by K. Nordback, the board voted 6-1 (J. Boone dissenting) to approve Site Review application #LUR2024-00071 and Use Review application #LUR2024-00072 with conditions as recommended by staff, adopting the staff memorandum as findings of fact, including the attached analysis of review criteria and as amended by the Planning Board: (1) On a motion by L. Kaplan, seconded by ml Robles, the board voted 5-2 (K. Nordback and C. Hanson Thiem dissenting) that to meet the open space needs of residents and visitors to the site, applicant shall add an active, outdoor ground-level programmatic element to the site such as a playground, play area, dog park, or community garden, to the satisfaction of staff at the time of Tec Doc. Motion passed. (2) On a motion by M. McIntyre, seconded by M. Roberts, the board voted 7-0 that an additional fifteen percent of required bike parking spaces over and above the five percent electric bicycle charging spaces required in Section 9-9-6(e)(4)(G), B.R.C. 1981, shall be electrified. These additional spaces shall not be subject to the 3 feet by 10 feet size requirement. This condition will be met to the satisfaction of staff at the time of Tec Doc. Motion passed. At the hearing, the Planning Board listened to presentations from staff and the applicant and asked questions of each. There were four public comments on the item. The board

held a lengthy discussion on whether the proposal meets the Site Review and Use Review criteria, including the additional criteria for projects requiring a height modification. Overall, the board found that the project met the applicable review criteria and expressed strong support for the project. One board member felt that the height and setbacks were not in keeping with the existing character of the surrounding area and one board member expressed concern that the city could not require the developer to secure leases for the commercial spaces prior to issuance of certificates of occupancy for the residential units. Ultimately, the Planning Board approved the application subject to the conditions of approval as recommended by staff and adding the two conditions described above. Refer to Attachment H for the draft meeting minutes from the Planning Board meeting. At its public meeting on October 23, 2025, City Council voted to call up the Planning Board’s decision on the applications. City Council is scheduled to hold a public hearing on the proposal at its regular meeting on November 20, 2025.

Public Comment Consistent with Section 9-4-3, Public Notice Requirements, B.R.C. 1981, staff provided notification to all property owners within 600 feet of the subject location of the application, and signs have been posted by the applicant at the property indicating the review requested. Staff received several comments and inquiries from neighboring property owners about the proposed project, included in Attachment G.

Criteria for Review Applicable Boulder Revised Code Sections Site Review Criteria: Section 9-2-14(h), B.R.C. 1981 Use Review Criteria: Section 9-2-15(e), B.R.C. 1981 Specific Use Standards in Section 9-6-2(c)(1)(A)(iii), B.R.C. 1981

Applicable Plans and Guidelines The project site is not subject to an adopted subcommunity or area plan or adopted design guidelines

Analysis Key Issue #1: Is the proposal consistent with the Site Review criteria of Section 92-14(h), B.R.C. 1981, including the Additional Criteria for Buildings Requiring Height Modification?

Staff finds that the proposed project is consistent with the Site Review criteria found in Section 9-2-14(h), B.R.C. 1981, including the Additional Criteria for Buildings Requiring Height Modification and, on balance, with the goals and policies of the BVCP, in particular those that address the built environment. Please see Attachment B for Staff’s Analysis of the Site Review Criteria. In terms of consistency with the Site Design criteria of Section 9-2-14(h)(2), staff finds that the project creates safe, convenient, and efficient connections for all modes of travel and effectively promotes other modes of alternative travel. Usable open space is arranged to be accessible; designed to be functional, encourage use, and enhance the attractiveness of the project; and meets the needs of the anticipated residents, occupants, tenants, and visitors to the project. Landscaping aesthetically enhances the project, minimizes use of water, is sustainable, and improves the quality of the environment. Operational elements are screened to mitigate negative visual impacts. In terms of consistency with the Building Siting and Design Criteria of Section 9-214(h)(3), staff finds that building siting and design are compatible with the character of the area and improve upon that character. Buildings are positioned and oriented towards the public realm to promote a safe and vibrant pedestrian experience including welcoming, well-defined entries and facades. Building exteriors are designed with a long-lasting appearance and high-quality materials. Building design is simple and to a human scale, it creates visual interest and a vibrant pedestrian experience. Building roof design contributes to a city skyline that has a variety of roof forms and heights. In terms of consistency with Section 9-2-14(h)(4), Additional Criteria for Buildings Requiring Height Modification, staff finds that the buildings’ form and massing are compatible with the character of the area and improve upon that character consistent with the intent of paragraph (3), Building Design Criteria, and that the building's form, massing and length are designed to a human scale and to create visual permeability into and through sites. While Buildings A, B and E are over 200 feet in length along a public right-of-way, all of the buildings are designed using distinct breaks in the building's form and material to visually resemble separate structures. This approach serves to conceal the parking areas while enhancing the pedestrian experience. Building facades that exceed 120 feet in length have been designed to appear as multiple buildings regardless of if they appear along a public street or not. The variations in massing and form are designed to maintain a human scale, and materiality changes are meant to support that narrative. Further emphasis has been developed through the use of facade recessions and variations in building height. Please see the diagrams below, which illustrate how the building lengths have been treated to break down massing and create the appearance of multiple buildings along rights-of-way.

In terms of the Building and Site Design Requirements for Height Modifications, the project preserves and takes advantage of prominent mountain views from public spaces and from common areas within the project and provides an inviting outdoor landscaped courtyard designed as a gathering space for the building users. For additional details, refer to the full analysis of the Site Review criteria provided in Attachment B. Key Issue #2: Is the proposal consistent with the Use Review and Specific Use Standards criteria of section 9-2-15(e) and 9-6-3(e), B.R.C. 1981? Overall, staff finds that the proposed project meets the Use Review criteria of Section 92-15(e), B.R.C. and the Specific Use Standards of Section 9-6-3(e), B.R.C. 1981. As noted above, the project site is zoned BC-2 and is located in a “Business Community (BC) Area Subject to Special Use Restrictions” (per Appendix N). Pursuant to Section 9-6-2(c), B.R.C. 1981, attached residential is allowed as a conditional use in BC-2 subject to specific use standards. Retail and restaurant uses are allowed by right in this location. Because the proposed project includes ground floor residential it would not meet the conditional use standards for attached residential uses in the BC-2 zone and therefore Section 9-6-2(c)(1)(A)(iii), B.R.C. apply: Use Review: A use that is not allowed by right or as a conditional use may be approved only pursuant to a use review. In addition to meeting the use review criteria, the applicant shall demonstrate that the use on the ground floor or with a combined floor area larger than ten percent of the total floor area, as applicable, will not adversely affect the intended function and character of the area as a neighborhood serving business area where retail-type stores predominate on the ground floor. In determining whether this criterion is met, the reviewing authority shall consider the location and design of the proposed use and the existing and approved uses on the lot or parcel and in the area.

As indicated in staff’s analysis of the Use Review criteria found in Attachment B, staff finds that the proposed project meets the above conditional use criterion and does not adversely affect the intended function and character of the area as a neighborhood serving business area where retail-type stores predominate on the ground floor. Staff finds that overall, the project enhances the character of the area as a neighborhood serving business area by increasing the overall amount of ground floor commercial floor area, greatly improving pedestrian accessibility to these spaces, and adding residential density to support the businesses located therein. In terms of consistency with the Use Review criteria, staff finds that the proposed ground floor residential use would provide direct convenience to the surrounding retail and restaurant uses by increasing foot traffic and pedestrian activity at the street level. The location, size, design, and operating characteristics of the use will be reasonably compatible with and have minimal negative impact on the use of nearby properties, and the use will not change the predominant character of the surrounding area.

RECOMMENDED CONDITIONS OF APPROVAL: 2952 Baseline - Williams Village Shopping Center Site Site Review Conditions (LUR2024-00071)

1. The Applicant shall ensure that the development shall be in compliance with all plans prepared by the Applicant on August 27, 2025, the Transportation Demand Management (“TDM”) Plan dated August 26, 2025, and the Parking Management Plan dated August 26, 2025, all on file in the City of Boulder Planning Department, except to the extent that the development may be modified by the conditions of this approval. 2. Upon the execution of development agreement required by section 9-2-9, B.R.C., 1981, this approval supersedes the conditions of approval contained in the Notice of Disposition for the Williams Brothers Parking Lot for Dark Horse (P-75-21). 3. At the time of submittal for any building permit application in Phase 2, this approval supersedes the conditions of approval contained in the Notices of Disposition for the Williams Village Shopping Center (no PUD#), Sheraton Motor Inn PUD (P-7224), and Affiliated First National Bank (P-81-37).

4. Prior to a building permit application for Phase 1, the Applicant shall submit, and obtain City Manager approval of, a Technical Document Review application for the following items related to Phase 1: a. Final architectural plans, including material samples and colors, to ensure compliance with the intent of this approval and compatibility with the surrounding area. The architectural intent shown on the plans prepared by the Applicant on August 27, 2025 is acceptable. Planning staff will review plans to ensure that the architectural intent is performed. b. A final site plan which includes detailed floor plans and section drawings. Said final site plan shall include an active, outdoor ground-level programmatic element to the site such as a playground, play area, dog park, or community garden, and shall include an additional 15 percent of required electric bike parking spaces over and above the 5 percent electric bicycle charging spaces required in Section 9-9-6(e)(4)(G), B.R.C. 1981. These additional spaces shall not be subject to the 3 feet by 10 feet size requirement. c. A final utility plan meeting the City of Boulder Design and Construction Standards. d. A final storm water report and plan meeting the City of Boulder Design and Construction Standards. e. Final transportation plans meeting the City of Boulder Design and Construction Standards, for all transportation improvements. These plans must include, but are not limited to: street plan and profile drawings, street cross-sectional drawings, signage and striping plans in conformance with Manual on Uniform Traffic Control Devices (MUTCD) standards, transportation detail drawings, geotechnical soils report, and pavement analysis. f. A detailed landscape plan, including size, quantity, and type of plants existing and proposed; type and quality of non-living landscaping materials; any site grading proposed; and any irrigation system proposed, to ensure compliance with this approval and the City's landscaping requirements. Removal of trees must receive prior approval of the Planning Department. Removal of any tree in City right of way must also receive prior approval of the City Forester. g. A detailed outdoor lighting plan showing location, size, and intensity of illumination units, indicating compliance with section 9-9-16, B.R.C.1981.

h. A detailed shadow analysis to ensure compliance with the City's solar access requirements of section 9-9-17, B.R.C. 1981. i.

An address plat following the city’s addressing policy to create a new address.

5. Prior to approval of the Technical Document Review application for Phase 1, the Applicant shall obtain a Floodplain Development Permit. 6. Prior to a building permit application for Phase 1, the Applicant shall submit for and receive approval of a Land Use Review application for a Preliminary Plat and a Technical Document Review application for a Final Plat, and execute a subdivision agreement meeting the requirements of Chapter 9-12, “Subdivision,” B.R.C. 1981, for Williams Village Subdivision Phase 1, and which provide, without limitation and at no cost to the City, for the following, unless otherwise approved by the City Manager: a. The dedication, to the City, of all rights-of-way and easements shown on the approved Phase 1 plans or necessary to serve the development. b. The vacation of all easements where vacation is necessary for construction of the development. c. A financial guarantee, in a form acceptable to the City Manager, in an amount equal to the cost of constructing all public improvements necessary to serve the Phase 1 of the development. d. The construction of all public improvements necessary to serve Phase 1 of the development, including but not limited to those Phase 1 improvements shown on the approved Engineering Plans. 7. Prior to issuance of any building permit in each phase, the Applicant shall submit a financial guarantee, in a form acceptable to the Director of Public Works, in an amount equal to the following: 1) the cost of providing eco-passes to the residents of the applicable buildings for three years after the issuance of a certificate of occupancy for each dwelling unit as proposed in the Applicant’s Transportation Demand Management (TDM) plan; and 2) the cost of providing eco-passes to the employees of the applicable buildings for three years after the issuance of a certificate of occupancy. 8. Prior to issuance of any building permit in each phase, the Applicant shall submit a financial guarantee, in a form acceptable to the Director of Public Works, in an amount equal to the cost of providing for the Alternative Transportation Subsidy Fund as proposed in the TDM Plan.

9. Prior to the issuance of a certificate of occupancy for each building, the Applicant shall provide written certification that the sound abatement and attenuation measures to achieve an interior day-night average noise level of no more than forty-five decibels were incorporated in the construction and site design as recommended by a professional engineer. 10. Prior to issuance of a building permit for Building B, the Applicant shall demonstrate that the building has either a net site energy usage index (EUI) of zero or is designed to achieve a net site EUI that is 10 percent lower than required under the City of Boulder Energy Conservation Code. 11. Prior to a building permit application for Phase 2, the Applicant shall submit, and obtain City Manager approval of, a Technical Document Review application for the following items related to Phase 2: a. Final architectural plans, including material samples and colors, to ensure compliance with the intent of this approval and compatibility with the surrounding area. The architectural intent shown on the plans prepared by the Applicant on August 27, 2025 is acceptable. Planning staff will review plans to ensure that the architectural intent is performed. b. A final site plan which includes detailed floor plans and section drawings. c. A final utility plan meeting the City of Boulder Design and Construction Standards. d. A final storm water report and plan meeting the City of Boulder Design and Construction Standards. e. Final transportation plans meeting the City of Boulder Design and Construction Standards, for all transportation improvements. These plans must include, but are not limited to: street plan and profile drawings, street cross-sectional drawings, signage and striping plans in conformance with Manual on Uniform Traffic Control Devices (MUTCD) standards, transportation detail drawings, geotechnical soils report, and pavement analysis. f. A detailed landscape plan, including size, quantity, and type of plants existing and proposed; type and quality of non-living landscaping materials; any site grading proposed; and any irrigation system proposed, to ensure compliance with this approval and the City's landscaping requirements. Removal of trees must receive prior approval of the Planning Department. Removal of any tree in City right of way must also receive prior approval of the City Forester. g. A detailed outdoor lighting plan showing location, size, and intensity of illumination units, indicating compliance with section 9-9-16, B.R.C.1981.

h. A detailed shadow analysis to ensure compliance with the City's solar access requirements of section 9-9-17, B.R.C. 1981. i.

An address plat following the city’s addressing policy to create a new address.

12. Prior to approval of the Technical Document Review application for Phase 2, the Applicant must obtain a Conditional Letter of Map Revisions (CLOMR) from the Federal Emergency Management Agency (FEMA). 13. Prior to approval of the final plat for Williams Village Subdivision Phase 2, a Land Use Review application shall be submitted, and approval obtained, for the vacation by ordinance adopted by City Council, for applicable easements and right-of-way, including but not limited to the following: a. A Sidewalk Easement dedicated to the City of Boulder and which was recorded in the records of the Boulder County Clerk and Recorder at Film 632, Reception No. (9)0876114 on August 15, 1968; and b. A Sidewalk Easement dedicated to the City of Boulder and which was recorded in the records of the Boulder County Clerk and Recorder at Film 810, Reception No. 00058441 on March 16, 1973. c. A portion of right-of-way generally known as “30th Street Extension” dedicated to the City of Boulder and which was a portion of the parcel described in the Grant of Easement and Right of Way recorded in the records of the Boulder County Clerk and Recorder at Book 1195, Page 548 on August 23, 1962 and is located between 555 30th Street on the west and a small triangular parcel to the east. 14. Prior to the approval of the final plat for Williams Village Subdivision Phase 2, the applicable private easements will be extinguished. 15. Prior to a building permit application for Phase 2, the Applicant shall submit for and receive approval of a Land Use Review application for a Preliminary Plat and a Technical Document Review application for a Final Plat, and execute a subdivision agreement meeting the requirements of Chapter 9-12, “Subdivision,” B.R.C. 1981, for Williams Village Subdivision Phase 2, and which provide, without limitation and at no cost to the City, for the following, unless otherwise approved by the City Manager: a. The dedication, to the City, of all rights-of-way and easements shown on the approved plans or necessary to serve the development. b. The vacation of all easements where vacation is necessary for construction of the development

c. A financial guarantee, in a form acceptable to the City Manager, in an amount equal to the cost of constructing all public improvements necessary to serve Phase 2 of the development. d. The construction of all public improvements necessary to serve Phase 2 of the development, including but not limited to those Phase 2 improvements shown on the approved Engineering Plans. 16. Prior to certificate of occupancy for any building in Phase 2, the Applicant must obtain a Letter of Map Revision (LOMR) from FEMA. 17. Concurrent with building permit applications for Buildings B and E, if they are requesting height modifications, in Phase 2, the Applicant shall pay an increased affordable housing impact fee of 1.43 above the base amount for the non-residential floor areas. 18. The Applicant shall be responsible for maintaining all stormwater quality improvements and stormwater detention improvements, including but not limited to permeable parking lot paving. 19. Pursuant to Subsection 9-2-12(a), “Three Year Rule,” B.R.C. 1981, the following development/phasing plan is approved:

a. Phase 1, as shown on the approved Architectural Plans and described below, shall commence at the date of this approval. The Applicant shall obtain the applicable building permits and start construction within three years from the date of approval. Phase 1 shall expire three years from the date of approval. i.

Prior to approval of the final plat for Williams Village Subdivision Phase 1, demolition of the structure located at 2922 Baseline Road will be completed.

ii.

Prior to approval of the final plat for Williams Village Subdivision Phase 1, extinguishment of any applicable private access easements will be completed.

iii.

The Williams Village Subdivision Phase 1 platting process will be completed, including, but not limited to, the following: A. The dedication, to the City, of all rights-of-way and easements shown on the approved Phase 1 plans or necessary to serve the development.

B. The vacation of all easements where vacation is necessary for construction of the development. C. A financial guarantee, in a form acceptable to the City Manager, in an amount equal to the cost of constructing all public improvements necessary to serve Phase 1 of the development. D. The construction of all public improvements necessary to serve Phase 1 of the development, including but not limited to those Phase 1 improvements shown on the approved Engineering Plans. iv.

Construction of Building E as shown on the approved Architectural Plans for Phase 1.

b. Phase 2, as shown on the approved Architectural Plans and described below, shall commence no later than at the time of expiration of Phase 1 and expires three years thereafter. i.

ii.

Prior to approval of the final plat for Williams Village Subdivision Phase 2, demolition of the structure consisting of 2950-2954 Baseline Road and 671685 30th Street will be completed. Prior to approval of the final plat for Williams Village Subdivision Phase 2, a Land Use Review application shall be submitted, and approval obtained, for the vacation by ordinance adopted by City Council, for applicable easements and right-of-way, including but not limited to the following: 1) a Sidewalk Easement dedicated to the City of Boulder and which was recorded in the records of the Boulder County Clerk and Recorder at Film 632, Reception No. (9)0876114 on August 15, 1968; and 2) a Sidewalk Easement dedicated to the City of Boulder and which was recorded in the records of the Boulder County Clerk and Recorder at Film 810, Reception No. 00058444 on March 16, 1973. 3) a portion of right-of-way generally known as “30th Street Extension” dedicated to the City of Boulder and which was a portion of the parcel described in the Grant of Easement and Right of Way recorded in the records of the Boulder County Clerk and Recorder at Book 1195, Page 548 on August 23, 1962 and is located between 555 30th Street on the west and a small triangular parcel to the east.

iii.

Prior to the approval of the final plat for Williams Village Subdivision Phase 2, extinguishment of applicable private easements will be completed.

iv.

The Williams Village Subdivision Phase 2 platting process will be completed, including, but not limited to, the following: A. The dedication, to the City, of all rights-of-way and easements shown on the approved plans or necessary to serve the development. B. The vacation of all easements where vacation is necessary for construction of the development. C. A financial guarantee, in a form acceptable to the City Manager, in an amount equal to the cost of constructing all public improvements necessary to serve Phase 2 of the development.

v.

D. The construction of all public improvements necessary to serve Phase 2 of the development, including but not limited to those Phase 2 improvements shown on the approved Engineering Plans. Construction of Buildings A – D as shown on the approved Architectural Plans for Phase 2.

2952 Baseline – Williams Village Shopping Center Use Review Conditions (LUR2024-00072) 1. The Applicant shall ensure that the development shall be in compliance with all plans prepared by the Applicant on August 27, 2025 on file in the City of Boulder Planning Department, except to the extent that the development may be modified by the conditions of this approval. 2. The Applicant shall not expand or modify the approved ground floor residential use, except pursuant to Subsection 9-2-15(i), B.R.C. 1981. 3. At the time of submittal for any building permit application in Phase 2, this approval supersedes the conditions of approval contained in the Notice of Disposition for Amoco Oil Company addition (SR-78-24), Amoco Oil Company remodel (SR-83-39), and Sprouts Farmers Market expansion (Development Agreement recorded at Rec. No. 03014603 on July 9, 2009).

Staff’s Analysis of the review criteria is included as Attachment C. The staff memorandum to Planning Board also includes staff’s analysis of the applicable review

criteria and the applicant’s submittal materials and is available on the Records Archive for Planning Board.

Findings Staff finds that the proposed project meets criteria of Section 9-2-14(h), B.R.C. 1981, Section 9-2-15(e), B.R.C. 1981, and Section 9-6-3(e), B.R.C. 1981. Staff recommends that City Council approve the applications in the form of the following motion: Suggested Motion Language: Motion to approve Site Review application #LUR2024-00071 and Use Review application #LUR2024-00072 with conditions as recommended by staff, adopting the staff memorandum as findings of fact, including the attached analysis of review criteria.

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Attachments Attachment A – Applicant’s Proposed Plans and Written Statement Attachment B – Staff’s Analysis of Review Criteria Attachment C – Applicant’s TDM Plan Attachment D – Applicant’s Parking Management Plan Attachment E – Advisory Board Meeting Minutes Attachment F – Applicant’s Response to Advisory Board Feedback Attachment G – Public Comments Attachment H – 9/30/25 Planning Board Meeting Minutes