HomeMy WebLinkAboutORD 3747• •
ORDINANCE NO~ 3747
ORDINANCE OF THE COUNCIL OF THE CITY OF
PALO ALTO APPROVING THE DEVELOPMENT AGREEMENT
f'OR THE PROPERTY' AT 17 55 E~l8ARCADERO ROAD
WHEREAS, on February 17, 1987, the C.ity Council, after
reviewing and certifying an Environmental Impact Report (ElR),
approved a project for the property at 1755 Embarcadero Road
consisting of a comp.:·,~hensive plan land use map amendment, a
zoning map amendment, a tentative subdivision map and site and
design approval~ and
WHEU8AS, the developer of the pr;,ject wishes assurance that
it may proceed with the project under the City laws, regulations
and policies in effect on the date of approval; and
WHEREAS, the state legislature has authorized cities to enter
into development agreements in order to provide assur-ance to
developers that they may proceed with projects in reliance on
existing laws, regulations and policies~ and
WHEREAS, the City, in Resolution No. 6597, has adopted pro
cedures for entering into such development agreements; and
WHEREAS, the Planning Commission on March 25, 1987, and the
City Council on hp~il 13, 1987, held a public hearing to consider
adoption of the development agreement for the project at 1755
Embarcadero Road.
NOW, THEREFORE, the City of Palo Alto does ORDAIN as
follows:
SECTION 1. The. Council finds that entering into the develop
ment agreement, attached hereto as Exhibit "Aw, regarding the pro~
perty at 1755 Embarcadero Road is consistent with. the City 1 s
comprehensive plan and in the public interest.
SECTION 2. The Council hereby approves the de~elopment
agreement, attached hereto as Exhibit wA" regarding the property.
at 1·755 Embarcadero Road, and authorizes the Mayor to execut~ the
same on behalf of the City.
SECTION 3. The Council finds that the specifics of the
attached development agreement were analyzed in the Environmental
Impact Report prepared for the project at 1755 Embarcadero Road
and no further environmental review is necessary. In approving
this project on February 17, 1987, the Council found that any
significant environmental effects that were infeasible to mitigate
were outweighed by the public benefit of the project.
'• • • SECTION 4. This ordinance shall become effective upoh the
commencQment of the thirty-first day after the day of its
passage.
INTROOUC8D: April 13, 1987
PASSED; April 27, 1987
AYES: Bechtei, Cobb, Klein~ Levy, Patitucci, Sutorius, Woolley
NOES: Fletcher
ABSTENTIONS: Renzel
ABSEI.\iT! None
ATTES'P;< . /:/. ~-• ~{7~ APPROVED:
MROVED AS '1'0 FORM:
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A. u.\. · &JJU /~, 6/ !J..) o/~"_)
S r • s s is tan t Cit i . ..,.A_t_t_o_r_n_e_y
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This document is recorded for the
benefit of the City of Palo Alto
and is entitled to be recorded
free of charge in accordance with
Section 6103 of the Government Code
After Recor;dation, mail to-:
OFFICE -oF THE CITY ATTOR~EY
250 Hamilton Avenue
Palo Alto, CA 94301
DEVELOPMENT AGREEMENT FOR
•
1755 EMBARCADERO ROAD, PALO ALTO, CA
BY AND BETWEEN
THE CITY OF PALO ALTO,
A MUNICIPAL CORPORATION
AND
PINE & COMPANY,
A GENERAL PARTNERSHIP
THIS DEVELOPMENT AGREEMENT (hereinafter wAgreement") is
entered into this 23rd day of Agril , 1987 {the "Effective
Date") by and between-PINE & COMPANY, a general partnership (here
inafter •oeveloper"), and the CITY OF PALO AtTO, a municipal
corporation (hereinafter "City•) pursuant to the authority of Sec
tions 65864 through 65869.5 c)£ the Government Code of the State of
Califo(nia and Resolution No. 6597 of the City of Palo Alto.
R E C I T A L S
A. To strengthen the public planning process, encourage
private participation in comprehensive planning and reduce the
erionomic risk of developmentr the Legislature of t~e State of
California adopted Section 65864 et seg., of the Government Code
authorizing the City to enter intoa property development .
agreement with any person having a legal or equitable interest in
real prop•rty for the dev~loprnent of sueh property in order to
estabiish certain development rights in the property.
B. Developer is a general partnership organi~ed under
the laws of the State of california and is in good standing there
under.
. C. Developer owns in fee that cert4in parcel of land
outlined in Exhibit •A• attached hereto an4 m~de a part hereof for
all purposes, and being more particularly described in Exhibit •a"
attached hereto and made a part her~of for all purposes (the
"Project Site"). Developer plans to develop the :Project Site with
a 48,875 square foot office building (the "Project•) and has
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exchanged Developer's land on Middlefield Road in Palo Alto for
the Project Site pursuant to the terms and conditions of an
Exchange Agr.eement dated September 28, 1986 between the parties in
reliance on Developer's being able to construct ~he Project in
accordance with the ~rovisions of this Agreement.
D. De~eloper now wishes to •nter into this Agreement
with the City to assure that Developer will, at the time of
application, be issued a building permit and may proceed to
construct and complete the Project at any time Developer (at
Developer's sole discretion) desires within the 10-year period of
this Agreement in accordance with the laws and ~egulations in
effect at the time of this Agreement without further obligations
and terms and conditions or extractions of any kind or nature
being imposed on Developer by the City except as provided for in
this Agreement.
E. The City has examined the environmental effects of
the Project _in the Environmental Impact Report (EIR) of January
22, 1987, prepared pursuant to the California Environmental
Quality Act (CEQA). On February 17, 1987, the Council reviewed
and certified the EIR, adopted certain mitigation measures and
found that any significant environmental effects which were found
to be unavoidable were outweighed by the public benefit of the
Project. No subsequent or supplemental EIRs are necessary or
required under CEQA in order to enter into or undertake the terms
and conditions of this Agreement, since they are consistent with,
and within the scope of, the EIR for the Project.
F. The City Council on Febru~ry 17, 1987, after review
ing and certifying an Environmental Impact Report (EIR) for the
Proje~t, granted appro~al for the Project byiapproving, among
other things, a comprehensive plan land use ·map amendment, a
zoning map amendment, a tenative subdivision map, and site and de
sign approval. on April 13, 1987, the City Council approved the
final subdivision map for the Project site. ·
c;. After conduct.tng a duly noticed public hearing on
March 25, 1987, the City's PlanRing Commission considered this
Agreement and recommended its approval.
H~ The City Council after conducting a duly noticed
public hearing on April 13, 1987, approved this Agreement by or
dinance, authorizing the execution of this Agreement a~d finding
that the. provisions of this Agreement are consistent with the
City's Comprehensive Plan.
I. Development of the Project Site in accordance with
all conditions of approv~l will provide for orderly growth in ac~
cordance with the policies and goals set forth in the Comprehen-
sive Plan. · -
J. For the reasons recited hereinr Developer and the
City have deterntined that the Project is a development for which
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this Agreement is appropriate. This Agreement will eliminate
uncertainty in planning for and securirtg orderly development of
the Project, and assure progressive installation of necessary
i~prove•ents. In exchange for these benefits to the Cityf
Developer desires to receive the assurance that it may p~oceed
with the Project in accordance with the existing ordinances,
resolutions an~ regulattons, subject to the terms and conditions
contained in this Agreement. ·
AGREEMENT
SECTION 1. General Provisions~
A. Covenants. It is intended and determined that
the provisions of th1s Agreement shall constitute covenants which
shall run with the land comprising the Project Site. The burdens
and bene~its hereof shall bind and inure to the benefit of all
successors in interest to the parties hereto.
B. Term~ The term of this Agreement shall com
mence upon the effective date of the ordinance adopting this
Agreement and shall expire ten (10) years thereafter, unless said
term is otherwise terminated, modified or extended by circumstan
ces set forth in this Agreement or by mutual consent of the par
ties hereto.
c. ~ssignment. Developer may assign or transfer
any of Developer's rights under this Agreement without the City's
consent so long as such assignee or transferee agrees in writing
to assu•e the obligations of this Agreement so assigned. If the
Agreement is so assigned or transferred, Developer shall
i••ediately notify City in writing of such assignment or transfer.
The City 111ay not assign its rights or obliga"tions under this
Agreement.
D. Amendment to Exchange Aareement. This .
Agreettent shall serve ~s an amendment to, and thereby supersede,
any section of the Exchange Agreement entered into between
Developer and City on· September 26, 19 B 6, which requi ref? that the
City issue building permits for the Project on or before May 1,
19a7. This Agreement provides for the issuance of buildinQ
permits. for the Project upon application after May 1 1 1987 in
accotdance with the provision~ of this Agreement. It is not
int•nded that this Agreement modify or terminate any other
, provisions of said September 26, 1986 Exchange Agreement.
E. Recitals. It is agreed that the recitals set
forth above are true and are incorporated herein by reference as
though set forth in full.
SECTION 2. Development.
A. Develo,ement of Project Site. The permitted
uses of the 'Project site, the density and intinsity of use, the
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.a-xi•u• height, bulk and si.ze of the buildings, and the design of
the buildings shall be as shown on the conceptual site plan as set
forth in Exhibit C and as shown on the specifie site plans
approved by the City Council on February 17, 1987 ("Site Plan-s•).
The Nterial ond color palette and .landscaping for the Project
Site shall. be as shown on the architectural plans approved by the
Director of Planning and ComJrlunity Envitonment pursuant to Palo
Alto "unicipal Code Chapter 16.4·8 on April ~, 1987. All such
plans are on file in the City Clerk's office. It is agreed that
the Developer may uke minor and reasona,ble changes in the Site or
architectural plans providing the Director of Planning and
Coi'S\~unity Environment approves any such modifications pursuant to
Palo Alto Municipal Code Chapter 18.99 or 16.48. The nonexclusive
bike path and 20-foot wide sanitary sewer easements reserved for
public purposes and location of public improvements shall be as
shown on the final subdivision map, approved by the City Council
on April 13, 1987 or as provided for by recording of the easements
for sa~e. The final subdivision map is on file in the City's
Department of Public Works.
(1) Developer is concerned that City may
approve other projects that place a burden on ·City's
infrastructure without considering the prior approval of the
Project. Therefore, the City agrees that so long as Developer
develops the Project in accordance with the time limitation set
ftlrth in ~ction lB above, the Developer's development plans to
build out and occupy the proposed 48,875 square foot building of
usable building area shall not be diminished despite increased
burden of future development upon public facilities including,
without lillitation, roads, water systems, roadways, sanitary
severs, storm sewersi utilities, traffic signals, c~rb gutters,
sidevalks, parks, amenities, recreation areas, landscaping,
landf i 11, and other of fsi te improve~~tents which are of 'benefit to
the Project and other properties in th~ area.
( 2) Notwithstanding anything to the contrary
contained in the Agree~ent, Developer is not obligated to develop
the Project.
B. City Laws.
(1) Except as otherwise provided in this
Agree-..ent, the City's laws, regulations, zoning, and official
policies (collectively, "City laws") and conditions of approval
governing permitted uses on the Project Site, density, height,
design, construction and building standards," occupancy and .
~peci fications applicable· to the Project Site and the Project
shall be those City laws in force at the time of the effective
date of this Agreement (regardless of future change in same by the
City) and the conditions of appro\.•al set forth in this Agreement.
City warrants and agrees that the Project can be built and
occupied on the Pr;"oject Site pursuant to the above-mentioned City
laws and conditions of. approval and in accordance with the
provisions of this Agreement. Developer "'ay epply to the City for
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changes to the •city Laws• during the term of this Agreement, and
the City agrees to process and return such requests and
applications in a ti~ely and reasonable manner pursuant to the
Palo A..l to Municipa 1 Cod~.
(2) The City shall not impose additional con
ditions respecting development of the Project Sitenor require
additional ieprove111ents or exactions from Developer, other than
those conditionss i~prove~ents or exactions set forth in this
Agreement; provided that if the City forms an assessment district
including the Project Site, the Project shall be responsible for
any .assessment legally assessed against it based on benefit. In
no event shall Developer's obligation to pay for such assessment
result in a cessation or postponement of construction of the
Project o.r reduction of development rights of Developer's Project.
{3) This section shall not preclude the City
from applying new City laws t~ the Project Site which do not con
flict with the existing City iaws applicable to the Project Site
regarding the ~ses of the Project or the density and intensity of
use, the helght, bul~, size, and design of the Project, provided
such new City laws do not diminish any of Developer's rights
granted herein or are not in conflict with any of the terms and
conditions of this A9reement:
(4) This Section shall not preclude the City
from applying new City laws to the Project Site, the terms of
which are specific11lly mandated ar.d required by changes in state
or federal laws or regulations;
{5) This Section shall not be construed to
lisit the authority of the City to charge fees for building per
llilits and use and ocCOfianc}' permits which are in force and effect
on a city wide basis at the time those permits are applied for.
Dev.,loper shall pay the City hookup· and connection fees and plan
check fees for the Project upon execution of this Agreement, and
shall not incur further charges for these items.
c. I~prove.,ents to be Constructed, Maintained,
Implemented and Paid for by CitX· The following improvements on
or adjacent to the Project Site as shown on the Site Plans and as
sho~~tn on the up attached hereto as Exhibit D shall be constructed
aaintained, iaple•ented and paid for by City and not the
Developer. The City shall i"'plemen t these impr.ovements in
coordination with the oeveloper•s construction of the Project anti
shall proceed with due dil~gence to install these improvements:
(1) A bicycle path shall be constructed, paid
for and maintained by the City in the location designated as the
bicycle path easement reserved by the City in its grant deed to
Developer of the Project Site and/or as $hovn on the Project
Plan.
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(2) A five-foot wide sidewalk intersecting
~ith the relocated bike path shall be constructed and paid for by
the City on the frontages of Geng and E~arcadero Roads. The
sidewalk shall meet the City•s standard handicap ramp
requirements ..
(3) A 40 foot fence shall be installed and
paid for by the City between the Project Site and the Municipal
Golf Course. The fence shall be installed after the grading for
the Project Site is completed but priot' to occupancy of the
building.
(4) A concrete drainage s~~le around the
perimeter of the Project Site, adjacent to the golf course, shall
be constructed, maintainej and paid for by the City. The swale
shall be designed to prevent runoff water from City property from
entering the Project Site and to prevent golf balls from entering
the storm drain system.
{5) Landscaping of the utility site at the
corner of Geng and Embarcadero Roads shall be installed,
maintaine~ and paid for by the City. The City ~ill commence to
maintain the utility site landscaping as soon as the City
completes the installation of said landscaping.
( 6} One year after the Developer installs
landscaping and 5n irrigati~n syste~ on the City's property, as
shown in the easements in Exhibit A hereto, on Geng and
Embarcadero Roads, in accordance ~ith the design approved by the
dire~tor of planning and com~unity environment pursuant to Palo
Alto Municipal Code ChApter 16.48 on April~, 1987, the City
shall reasonably maintain and water this area at its expense and
keep in reasonably good condition and repair the landscaping and
sprinkler system.
{7) The City agrees that all water systems,
storm syste=s, sanit•ry sewers, electrical power systems,
roadways, waste treatment plants, and other public improvements
necessary and in sufficient qua:ntity to serve the proposed
development of the Project have already been constructed and are
presently available to serve the Proj~et Site and will be reserved
and available to accomodate Developer's full intended development·
of the Project in accordance with oeveloper•s proposed Project
without further obligation from Developer for payment thereof,
except for Developer's obligation to pay the City's normal sewer
and water hoo~up and connection fees set forth in this Agreement
and Developer's obligation to pay for Developer's monthly wat~r,
sewer, gas, garbage, and electrical charge,s at the same rate as
other users of such utilities are charged by City.
D.. lmprove~~~ents a.nd Conditions to be Constructed,·
Maintained, lmplemented and Paia for by Developer. The following
conditions, as ieposed by the city in approving the Project, shall
be implemented by Developer at such time as Developer commences
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constr~tion of the Project; provided that the condition set forth
in subsection {1) shall be met as set forth below:
(1) Developer shall pay an in-lieu fee of
$75,075 (adjusted annually beginning March 12, 1988 to the
Consumer Price Index} to the City, as required by Palo Alto
Municipal Code Chapter 16.47, upon execution of this Agreement or
pursuant to the requite~ents of Palo Alto ~unicipal Code Chapter
16.47 ..
(2) Construction noise at the Project Site
shall be subject to the provisions of the Palo Alto Municipal Code
Chapter 9.10. Construction equipment ~ust be muffled so as not to
exceed a noise emission of 83 dBA at a distance of 25 feet.
Construction activities at the project site shall be restricted to
the weekday hours of 8 A~ to 8 PM.
{3} Spet:ific dust control lT'reasures, as identi
fied on Table 3.6-5 of the Draft EIR for the Project, a copy of
which is attached hereto as Exhibit £, shall be implemented during
site construction to rejuce dust emission from the site~
( 4} All soils and engineering recoMmendations
in a soils report by a licensed soils enginee~ shall be closely
adhered to in order to ensur~ proper placement of fill and support
structures.
(5) Final engineering plans shall be reviewed
by a licensed soils engineer and the City's Public WO~ks
Department, prior to construction.
(6} All storm drainage lines shall be termina
ted with a flap-gate placed within an approved .anhole structure.
The structures restricting flov into the City syste~ shall be
plL:ced on the .outlet of these aaan,holes. Bolt dovn lids are re
quired. All such manholes shall be located on-site or within ttw
above mentioned ease~ent.
(7) All stor~ drainage work in the public
right-of-way shall require a street opening per111it.
(8) Final grading and drainage pl•ns shall be
submitted to Public Works Engineering at lea~t 30 days prior to
application for a building permit. The Project Engineer must sub
mit calculations demonstrating the adequacy of the storm-water ·
detention system. Drainage sh&ll be reviewed by the City's Public
Works and Utility Departments to ensure that water does not drain
on to the utility station site or create blockage.
(9) Fill should be e•placed and co~pacted
during a single dry construction season, from May to October~ or
as approved by the Public Works Departaent.
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(10) All exposed soils should be ~ulched and
planted with vegetation by OCtober 15, 1987, or a~ approved by the
Public Works Department.
( ll) Catch basins should be used to retain sedi
ment within the site area during the construction period ..
{12) Erosion control ~asures employed during
construction operations should be evaluated and inspected daily by
a general contractor • s on-site representative vi th peri·od ical re
view by a qualified soils engineer when directed by the Director
of Public Works.
(13) Site elevation must be ~aisej so that the
Project's first floor elev3tion is a minimum of 7.S feet above
mean sea level. The Project Site is in Flood Zone Al (elevation 7
feet}.
(14) All Uniform Fire Code requirements pertain
ing to building distance to fire hydrants shall be follo~ed, which
may require the installation of an on-site hydrant at the Devel
oper's expense.
( 15) An encroachment per111i t is required for any
development o,er the City's sewer easement. The permit shall al
low excavatio~ and repair within ~ne easement by the City and re
quire landscaping and patio or paving replace~ent by the City.
(16) Substructures, including transformer pad
installation, shall be done by the Developer. The priaary on-site
cable shall be installed by the City of Palo Alto at the Devel
oper's expense.
( 17) The street lights shall be relocat.ed if
determined to be necessary by the City's Utilities DepQrt~ent.
( 18.) Prior to application for an occupancy per.,..
mit, Developer shall submit to the City's Oh:ector of Planning and
CommunitY Environment for approval, a detailed written description
of how th~ following measures will be imple~ented and eonitored:
a. Maintenance of ti•ely infor•ation re
garding commute alterna"tives in a c:entral location in the Project
and distribution of same to all new employees. The information
should include all relevant transit system ti•etables, info~mation
about ridesharing from RIDES for Bay Area Co••uters, Inc., and
County Transit, and information on the buildings and the City's
bicycle facilities. A representative of RIDES or County Transit
may be able to help set up these information packages.
b. The building owner or property manager
of the Project, in cooperation with the individual building ten
ants, shall insure that each employee receives the RIDES car pool
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.match list application form and information package at least once
each year.
( 19) The owner of the Project shall participate
~n the City-sponsored assistance program for reducing solid vaste,
and. shall require any lessee to so participate.
E. Wetland Mitigation. It is specifically •greed
that Developer shall not· be "required to provide any ll!itigation for
wetland conditions that may exist on the Project Site and if any
such mib.~~tion is required by any governmental agency, such
responsibility ~hall be the City's and not the Developer's.
SECTION 3. Amendment or Termination.
A. Mutual Consent. This Agreement may be a~ended
from tim<: to time by mutual consent of the parties.. Notice of and
a public hearing regarding an intention to amend or cancel any
portion of this Agreement shall be given and held in the manner
provided J.n Pale, Alto Municipal Code Section 18.98.060, pr-ovided
that any amendment to this Agreement which does not relate to the
term, permitted uses, density or intensity of ose, height or size
of buildings, provisions for rese~vation of ease~ents as provided
for in this Agreement, conditions, terms, restrictions and
requirements relating to subsequent discretionary actions, or any
conditions or covenants relating to the use of the Project Site,
shall not require notice or public hea~ing before the parties ~~y
execute an amendment hereto.
B. Annual Review. The Director of Planning and
Community Environment shall. review this Agreement at least every
12 months, beginning in March 1988, at which tiate the Developer or
success~r in interest thereto, shall be required to demonstrate
good faith compliance with the terms of the-Agreement. If, as a
result of such periodic review, the Director determines tnat, on
the basis of substantial evidence, the agree•ent. has not been co .. -
plied with in good faith, a Planning Com~nission hearing shall be
scheduled to assess the noncompliance. Upon a reco.aendation of
the Planning Comrni$sion, the City Council shall hold a hearing on
the matter. Notice of such hearings shall be given as provided in
Palo Alto Municipal Code Section 18.98.060. If the City Council
determines, en the basis of substantial evidence, that the
Devel.oper or euccessor in interest thereto has not co•plied in
good faith with the terms or conditions of the Agree•ent, the
Council may terminate or reasonably modify the Agree~~ent, provided
that, the J\greei!lent may be terminated only if Developer has
defaulted ~mder Section 20( 1) of this Agreement.
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c. State or Federal Laws and Regulations. In the
~vent that state or rederal laws or regulations, enacted after the
Agreement has been entered into, prevent or preclude co!Rpliance
with one or more provisions of the Agreement, such provisions of
the Agreement shall be modified or suspended as aa.y be necessary
to comply.with such state or federal laws or regulations.
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D. Default. Failure or unreasonable delay by
either party to perform any term or provision of this Agree~ent
for a period of thirty (30) days after vritten notice thereof f[om
the other party shall ~onstitute a default under this Agree~ent,
subject to extensions of ti!Jie by mutual consent in writing. Said
no~ice shall specify the natute of the alleged default and the
manner in which .said default may be satisfactorily cured. If the
nature of the alleged default is such that it cannot reasonably be
cured within such 30-day period, the commencement of the cure
within such time period and the diligent prosecution t~ co~pletion
of the cure shall be deemed a cure within such period.
Subject to the ior~going, after notice and ex
piration of the 30-day period without cure, the other party to
this Agreement, at its option, may institute legal proceedings
pursuant to this Agreement to enforce the terms of this Agreement.
It is specifically agreed that the City may not terminate this
Agreement, except for Developer's default under Section 20(1} of
this Agreement, but shall be permitted to enforce the terms of
this Agreement by legal procedures as set forth above if Developer
is in default hereunder.
It is agreed that Developer cannot be in
default in the terms and conditions of this Agreement prior tc
obtaining a building permit for the Project or be in default once
the Project has been completed and an occupancy permit issued.
E. Enforced Delay; Extension of Time of
Performance. Performan~e by either party hereunder shall not be
deemed to be in default where delays or defaults are due to war,
insurrection, strikes, walk-outs, riots, floods, earthquakes,
fires, casualties, acts of God, governmental restrictions imposed
or mandated by governmental entities other ~han City, enactment of
conflicting state or federal laws or regulations, judicial
decisions, as long as such decisions do not result fro111 a lawsuit
brought by City, or similar .basis for excused performance which is
not within the reasonable control of the party to be excused. If
written notice of such delay is given to e~ther party within
thirty (30) days of the commencement of such delay, an extension
of time for such cause will be granted in writing for the period
of the enforced delay, or longer as may be mutually agreed upon.
SECTION 4. Hold Harmless Agreement.. Each party sha,ll
be responsible tO defe.nd, . hold harmleSS ana lndemnify the Other 1
its officials~ employees, agents~ contractors and subcontractors
trom and against any and all claims, suits, demands or other costs
and expenses of litigation a!ising f~om or relating to the negli
gence or wil;.ful misconduct of th~ indemnifying party ..
SECTION 5. No Joint Venture.~r Partnership. City and
Developer agre~ that noth1ng conta1ned h~rein or in any document
e~~ecuted in. connection herewith shall be construed as Eking City
and Developer joint. venturers ·or partners.
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SECTION 6. Enforceabilit~. Unless this Agreement is
amended or terminat~d pursuant to the provisions of this
Agreement, this Agreement shall be enforceable by a:ny party hereto
notwi tl"Jstanding any change_ hereafter in any applicable
Com~rehensive Plan, Specific Pl~n, zoning ordinance, subdivision
ordinance or any other land use ordinances or buildin'g ordinances,
resolutions or regulations ~dopted by the City which change,
alter or amend the rules, regulatidns and policies applicable to
the development of the Project Site at the tim~ of the approval of
this Agreement.
SECTION ?. Severabilit~. If any term, provision, cov
enant or condit1on of this Agreement is held by a court of compe
tent jurisdiction to be invalid, void or unenforceable, the
remaining provisions of this Agreement shall continue in full
force and effect.
SECTION 8. Notices. Any notice or communication
required hereunder between Clty or Developer must be in writing,
and may be given either personally or by registered or certified
mail, return receipt requested. If given by registered o~
certified mail, the same shall be deemed to have been given and
reeived on the first to occur of (i) actual receipt by any of the
addresses designated below as the party to whom notices are to be
sent, or (ii) five (5} days after a regist~red or certified letter
containing such notice, properly addressed, ~it~ postage prepaid,
is deposited in the United States mail~ If personally delivered,
a notice shall be deemed to have been given when delivered to the
party to whom it.' is c:d.dressed. Any party hereto may at any time,
by giving ten' ( 10) days' written notice to the other party hereto,
designate any other address in substitution of the address to
which such notice or communication shall be given.. Such notices
or communications shall be given to the parties at their addresses
set forth below:
If to City;
City Clerk
City of Palo Alto
P.O. Box 10250
Palo Alto, CA 94303
Attn: Director of Planning and
and Community Environment
If to Developer:
Pine & Company
c/o H. Taylor Peery Trust
Attn: Raren Stott or Charles Sager
Wells Fargo Bank Trust Department
111 Sutter Street san Francisco, CA 94104
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Copy to:
Richard T. Peery
Peery/ Arri llaga
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2560 Kission Colleg~ Blvd.~ Suite 101
Santa Clara, CA 95050
SECTION 9. No Waiver. No delay or omission by City or
Developer in exercising any right or power occurring upon the
noncompliance or failure to perform by Developer or City under the
provisions of this Agreement shall impair any such right or power
or be construed as a waiver thereof. A waiver by City or
Developer of any failure on the part of the Developer or City to
perform any of the covenants or conditions to be performed by
Developer or City shall not be construed as a waiver of any
succeeding failure of the same or other conditions or convenants
hereof.
SE.CTIO.!i. -!.Q_. AttorneE.' Fees. In the event of any dis
pute between the parties 1nvolving the covenants or conditions
contained in the Agreement, the prevailing party shall be entitled
to recover ~ea3onable expenses, attorneys' fees and costs.
SECTION 11. Force Majeure. In the event that any of
the terms or conditions of this Agreement shall become impossible
to perform or fulfill on account of acts of God, governmental
restrictions mandated by governmental agencies other than the
City, enemy action or civil commotion beyond the reasonable
control of the parties hereto, the party obligated to so perform
or barred from performing thereby shall be excused from said
performance until such time as said party shall no longer be
precluded from performing on account of any of the foregoing
reasons.
SECTION 12. Recordin~. Upon exec~tion hereof, City
sh~ll cause this Agreement tb be recorded against the Project
Site.
SECTION 13. Coop~ration between Developer and City~-
The City and Develo~er agree to cooperati and·use their respective
best efforts to carry out the provisions of this Agreement. In
this reg~rd, the City specifically agree~ to promptly proc~~s
Developer's applications in connection with the Project Site
and/or to issue building permits 'nd/or other permits and
apptovals necess~ry .for the Project as completed pl~ns are
submitted fo~ the Proj~ct in accordance wi~n the present City laws
pertaining to the Project and the provisions of this Agreement.
SECTION 14. Plan Checks. The City acknowledges that
the Developer has paid the plan check fee and has submitted plans
for the Project and will not ~equire a new plan check fee for the
Project during the term of this Agreement unless the Project as
contemplated is substantially changed.
IN WITNESS WHE:REOF,·oeveloper and .C~ty have executed
this Agreement as of the date first hereinabove written.
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ClTY OF PALO ALTO,
A Municipal Corporation
Community Environment ' ..
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PINE & COMPANY,
A General Partnership
By:~r/;?··.·.
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By:
Titl-':]t · '~U.~hor~,~~-1 orriu·r
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Kirsten E. Weisser
Title:Its Authorized Officer
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CITY Of! ftALO AUO
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EXHIBIT 8
• PORTJON A.P. f«>.: 8-02-01
PREPARED BY: -J. REMLEY
CHECKED BY: T. GRIFFEN
APPROVED BY: · O.H .. MATSON
DATE: 3-23~87
lEGAl DESCRIPTION
8eg1nn1ng at the point of intersect ion of the northwesterly 1 ine of Embarcadero
Roid {86 feet wide) with the northeasterly line of Geng Road (60 feet wide};
Thence H. 15·3~~so• w. along said no~theasterly line 89.92 feet to the true
point of b~ginning;
Thence continuing N. 15.34'50M W. alonq said last named line 438.56 feet;
Thenc€ le.!ving said last named line N. ~83~50'50" E. 281.88 feet;
Thence S. 26.S6'2Q• E. 153.22 feet;
Thence S. 8l.S4'J2• E. 57.59 feet;
Thence N. 54.07'32~ E. 159.50 feet;
Thence S. 37.18'46" E. 149.49 feet to a point on said northwesterly line of
E~M~arc41tlero Road;
Tnence S. 52.42'10• W. along said northwesterly line 437.70, feet;
Thence leaving said last named line N. 80.17.10" W. 115.09 feet;
Thence S. 52.04'48~ W. S9.74 feet to the true poi~t of beginning, containing
3.740 acres of land 111ore ~ less, and being a portion of the Rancho Rinconada
del Arroyo de San Francisquito.
~eserying therefrcwr. a no" exclusive easement ~1 for maintenance of a bicycle
p41th ove~ the lands southe~1y of the 1 ine described as fo 11 ows:
Beginning at a point on the easterly ·line of tl'fe .above-described parcel. ·Said
point beil'l9 N 37.18'468 w. 18.60 feet frCJn the intersection '"of said easterly
line with the northwesterly line of Embarcadero Road;
Thence S. 37.03'37• W. 2.82 feet;
Thence s. 50.45'40" w. 67.05 feet;
Thence s. 37.51 1 29" W. 45.32 feet;
Thence s. 6r23'14" w~ 60.33 feet;
Thence S. 46.34'16" w. 60.56 feet;
Thence s. so·42.41• w. 126.96 feet;
Thence S. 52.42'10" W. 81.77 f~t to the termination:of said line •. Said point
being N. ao·l7'10" W. 5.84 feet fran the most southerly corner of the
aforettent ioned described 3. 740 acre parcel. · ·
Also reser.,ing tnerefrCI'l non exclusiv~ easement #2 for maintenan~e of a bicycle
path over tne 1 al'ld s southerly and wester 1 y of the 1 i r.·.? described as fo 11 uws:
Beginning It a point oo the s.o1.1therly line of ttle aforemeot ioned described
3.740 acre pa_rcel. .Said point t»eing. N. 80.17' lO" W •. 80.09 feet fr·om the most
southerly corner of said 3.140 acre parcel. . .
. . . .. • PORTION A.P. NO.: 8·02·01
3-2). .. 87
Page Z
Thence M. g·42'So· E. 14.06 feet;
Thence N. 84•36'08• W. 35.24 feet;
Thence N .. 82.57"47• W .. 48.41 feet;
Tnence "· 41.17'S2• W. 38.23 feet;
Thence N. lc·os•lt• w. 66.34 feet;
Thence N. 18.43123• W. 30.74 feet;
Thence N. 11.34 157• W. 71.10 feet;
Thence N .. 12.!6'35" W. 41.92 feet;
Thence N. 11.19'46• W. 49.17 feet;
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Thence N. 17"44 1 04~ W. 32.51 feet to the terminus of said line. S~id point
being on the easterly line of Geng Road. Said point also beingS. 15"'34•50" E.
61.21 feet from the northwesterly corner of the above·described 3,.··w ctcre
parcel. Except that portion thereof lying west of the easterly l~n~ of Geng
Road.
Also, reserving therefrom a non exclusive underground sanitdry service easement
with the rioht of acc~ss thereto for maintenance repair or rep1acment. Said eas~ment is·to• wide and its center line is described as follows:
Beginning co the northea.stedy line of Geng Road, said point being N. 15"34 1 50 11
W. 348.26 feet from the intersection of the northeasterly line of Geng Road
w~th the nortnwesterly )ine of Embarcadero Road;
Thence through the above described 3.740 acre parcel ·N. 69.07'12 11 E. 300.70
feet to the termination point, said point being on the northeasterly line of
said 3_740 acre parcel.
If GRAh~OR, its agent~ or employees ever require surface access to maintain,
repair or rep 1 ace .the· ex i stlng sanitary sewer 1 ine~ GRANTOR agrees tc prompt 1 y
perform such work an~. ~.~ replace in kind <'lly landscaping or improvements of
GRANTEE's damanged or J~stroyed, during the period(s) of time in which the
right of access is being exercised.
. GRANTOR shall hold GRANTEE harmless from an injuries, claims, and damages to
property enan~t ing from GR.ANTOR • s use of the above reser~ed • easements.
Anyone, other than the GRANTOR, prior to planning the instai l at ion of improve-.
ment(s) in,. on, under or across the surface area of this easement shall obtain
prior written approval from the City's Utility Oepartfl;tent. Such approval .
cannot be withneld and shall be promptly given for parking, 1 andscapihg; patio
area, and utn ity service l;;·;;~s pertinent to the development nor will approval
be unreasonably withheld for other uses.
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~GOLf COUlSE
fiR9P9Sm PAlM !J ftO'IEMEHTS
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I. -Pur in& .:lear 1ft&, arad1r,a, eart.b ao•1ns or eac•••Uco:
a. Wat.er ti"Ucka or aprinkler a7steu to be 11ad 111 a-,.rrscteat
q\i&nU Uea t.o preyeot duat l"&iaed ~ l••J.q Ule au•. ~. Tbe enUre ANI Of diatu.rbed .Oil to be Mt. dow, autt1cient to
create 1 crY.St, at~er eacb C:Sar•s aet1v1t1es ceu.e.
a. Tbe ect1re area or disturbed :toil 1s to be treated to pr-ever.t ~1 rN~
pick up of the soil. This aay be accot~rlilbe~ by:
1. See~ing and veter1n& until ar•ss coYer ia &ro~.
2. Spreading ao11 binders.
;. Wetting ~be area ~o~, aurr1cient to fore a crust oo the
&u!"fac-e vi tb repe.t.ed aoakir~s a~ DeeessarJ to aa1ntA1n the
crust and prevent dust pick up by tbe wind.
oil. Other aet.bods approved 1D ad~anee bJ U;oe Ai:t" fclluUon Cont rcl
Diatrict.
III. During Construction:
a. Vater trucks or apr1Dkler aystees t.~ be U$ed to keep Ill ereas cr
wehlclt aove .. nt d~p enouah to pre•eot du.t raiaed free leavint
tbe aite.
1. Aa a ainiaua, tb1s will Saclude wet.t1CI d~ aueh areas tn tbe
late ao-rr.ina ud arter work 1a ~leted ror tbe ciiJ.
2. lo~reased watering trequeoe7 will be ...-q~11"'td vbeoever t.h~ v1bd
apeed eaceeds 15 _,h.
b. All roadways, dr1veva,s, a14ewalks, etc .. , '•bovld be pevK u aoon
as possible. In add1t1oa, ~ildiDC pads ab~ul4 be l&1d •• aoon as
pc$s~ble atter vad1a& unlesa aeedua or .on t>t..Sera are ued.
IV. Act1 vat! on or IDCreued hat Coatrol lleaaui"U:
fbe contract ot builder ahlll desicate a peraon or pereou to -=.!tor
t.be duat oonti"'l procraa aDd to order 1KNaMd wter1JII, u eeeeanr7 •
to prevent tr&npoJ:"t ct ctuat ott a1te. 1'H1r Cluttea aball Saelude
boUda)' and .weekend ~r1o4a vben work •1 oot .. la PJ"'OI"UI. !be Met
and t.elepbone auaber of •~eb peraou ab&ll be pro~1cled to u.e lir
Pollut1oc Control D1etr1ct.
E_XHIBIT E 3.6-l
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