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1997-07-21 City Council (16)
City of Palo Alto C ty Manager’s Report TO: FROM: HONORABLE CITY COUNCIL CITY MANAGER .DEPARTMENT: Planning and Community Environment AGENDA DATE: July 21, 1997 CMR:328:97 SUBJECT:APPLICATION FOR APPROVAL OF A FINAL SUBDIVISION MAP TO CONSOLIDATE A 9.2-ACRE PROPERTY OWNED BY THE PALO ALTO MEDICAL FOUNDATION, WITH ASSOCIATED REQUESTS FOR APPROVALS OF RELATED ’AGREEMENTS AND OF MODIFICATIONS TO HOUSING AND PLAN CHECKING FEES FOR PROPERTY LOCATED AT 795 EL CAMINO REAL REOUESTS Staff recommends approval of a final subdivision map for the Palo Alto Medical Foundation’s (PAMF) new Urban Lane Campus located at 795 E1 Camino Real; and of related agreements including: a.) Subdivision Agreement; b.) Deferred Parking Agreement; and c.) Urban Lane Extension Construction and Maintenance Agreement. RECOMMENDATIONS Staff recommends that the City Council: 1.Approve the fmal subdivision map; 2.Approve the related agreements; Set a hearing for.the September 22, 1997 City Council meeting for consideration of modification to the housing mitigation fee ordinance; and o Set a hearing for the September 22, 1997 City Council meeting for consideration of modifications to the Inspection Services fee schedule as it pertains to Plan Cheek Fees and applicants’ funding of on-site inspectors for large projects. CMR:328:97 Page 1 of 6 POLICY IMPLICATIONS Action on this final subdivision map will have no impact on current City policy and is consistent with conditions of approval for the tentative subdivision map. The Subdivision Agreement is more complicated than most, reflecting the scale and complexity of the project and its conditions of approval. The final map consideration also includes agreements not usually required for subdivisions due to special characteristics of the PAMF project and City conditions of approval. Consideration of modifications to the Housing Impact Fee ordinance would involve changes to existing City practice of collecting housing fees even from a project such as this, ".revolving relocation of a non-profit medical clinic, office and research institution and redevelopment of its existing site. Modifications to the inspection services fees and procedures would change current City practice and may set a precedent for future projects. Because of the policy implications of the fee issues, staff recommends that the fee issues be considered by the Council on September 22 and staffwill provide a detailed evaluation of these issues. SUMMARY Final Map and Recommended A~eements The final map with the recommended agreements is consistent with the tentative subdivision map approved by the City Council on March 24, 1997. The tentative map conditions, contained in Attachment B, include requirements for PAMF’s contribution to the construction costs of a railroad pedestrian-bicycle crossing if/when a capital project is approved by the City; extend Urban Lane north to University. Circle; fund off-site improvements on Wells Avenue and El Camino Real; and provide north- and southbound bus stops. The project is also subject ~o a large number of use permit and ARB conditions. The Subdivision Agreement is more complicated than most due to the size (approximately 300,000 square feet on 9 acres) of the project and the corresponding complexity of the conditions of approval. The Urban Lane extension and deferred parking agreements are those necessitated by tentative map and related conditions of approval. The maintenance agreement for the Urban Lane Extension area has involved detailed discussions by and negotiations among PAMF, the City, the Peninsula Joint Powers Board (JPB), Stanford Management Company and the Santa Clara Valley Transportation Authority (VTA). Approval of the Urban Lane Extension agreement would include some minor City obligations for the ongoing maintenance of the Urban Lane Extension. Most construction and maintenance responsibilities would be vested in PAMF. That agreement authorizes PAMF to construct the Urban Lane extension and requires PAMF to be responsible for the costs of construction and for long-term maintenance of the road, bicycle/pedestrian path, landscaping and other associated improvements. City staffrecommends that, beginning three CMR:328:97 Page 2 of 6 years after acceptance of the completed improvements, City and PAMF would be jointly responsible for major infrastructure repair or replacement rather than the City having sole responsibility. This includes replacement of fixed assets with a life of more than 5 years and repairs to fixed assets exceeding $25,000 per occurrence.- Examples include the irrigation system, lighting and major landscaping. PAMF retains full responsibility for future resurfacing of the roadway. The Urban Lane agreement further provides that the right to use the area for these purposes will be granted by Stanford to the City by easement. The proposed form of the Easement Agreement is attached to the Construction and Maintenance Agreement. Both JPB and Stanford have required language in the Agreement which holds PAMF responsible for relocation of the Urban Lane improvements if any of the other parties to the Agreement deem it necessary in the future. It is uncertain what impacts such a relocation would have on the PAMF project. City approval of any such relocation would be required, and detailed analysis of the impacts would be reviewed at that time. PAMF agrees to indemnify the City and the other parties to the Agreement against claims and liability arising from the design, maintenance and use of the Urban Lane Extension and also to provide insurance coverage. The deferred parking agreement was required by the original Council approval in 1996 of defer." g some of the otherwise required parking for uses such fis those proposed by PAMF. The Environmental Impact Report (EIR) included detailed analysis concluding that the amount of parking provided, even with the deferral, would more than meet the project’s projected parking demand. To comply with parking ordinance requirements that the later provision of the deferred parking be guaranteed if warranted, PAMF proposed a project alternative that includes an above grade parking structure in the southeast portion of the project. The recommended agreement documents the parking required to be provided, the parking vacancy standard and study methodology to be used if parking deficiencies develop, and the procedure for the City to require timely construction of the deferred parking, if warranted later. PAMF Request for Housing Irnpact Fee Modification Requests have been made by PAMF for modifications to the housing impact and plan cheek fees that would normally be required for the project. Regarding the housing impact fee, Chapter 16.47 of the Municipal Code governs approval of projects with impacts on housing. To lessen the shortage of low-income and moderate-income housing in Palo Alto, the City requires developers of!m-ge commercial and induslrial projects to contribute to programs that increase the city’s low-income and moderate-income housing stock. Uses exempt from the requirement include residential uses; churches; colleges and universities; commercial CMR:328:97 Page 3 of 6 recreation; hospitals and convalescent facilities; private club, lodges and fraternal organizations; private educational facilities; and public facilities. The housing fee formula is derived from square footage calculations of the proposed project in order to provide for a portion of the low to moderate-income housing demand generated by the employees of the proposed commercial and, industrial development. PAMF contends that its project is primarily a relocation of existing facilities with modest square footage expansion. Additionally, PAMF has pointed out that the project included the demolition of previously existing commercial and industrial square footage at the new campus. No provision is made in the existing housing fee ordinance for reducing the floor area which is subject to the fee by subtracting off-site floor area that will be demolished and not rebuilt for nonresidential purposes, as is the case with the PAMF project. PAMF has proposed and the approved Development Agreement between the City and PAMF requires that PAMF close most of its existing facilities when occupancy of its new Urban Lane campus occurs. Reuse/redevelopment of the existing PAMF facilities will be governed by an upcoming special neighborhood planning process and subsequent development review procedures. Those procedures would consider requiring at that time provision of below market rate housing and/or payment of housing impact fees for non-residential uses consistent with City ordinances. Draft changes to the existing municipal code provisions must be considered in ordinance form. Staff recommends that the Council set this matter for public hearing on September 22, 1997. If PAMF seeks building permits prior to Council consideration of this matter, housing fees consistent with the existing ordinance provisions would need to be paid prior to permit issuance. If the Council were to-approve changes to the existing ordinance, a fee refund, if authorized by the Council, would then occtir. PAMF Reauest for Inspection Services Fee Modifications Regarding the inspection services fee, PAMF, with City staff encouragement, has Used and, for future elements of the project, will use the services of a private plan cheek consultant due to the size and complexity of the project. Consequently, PAMF has requested adjustment of the normal plan check fees charged by the City. A related inspection issue concerns the need to mitigate the PAMF project’s severe impact on Inspection Services’ ability to provide field inspections for such a large, complex and long-term construction project. The project is being fast-tracked, with separate permits being issued for grading/excavation, shell and interior improvements. Construction is expected to last 19 to 21 months.. Staff recommends that the City contract with a building inspector for the duration of the project. PAMF would reimburse the City for the cost of the inspector and has verbally agreed to .provide a desk and telephone for the inspector’s use in a project construction trailer. Such an arrangement would provide PAMF with a full-time City inspector to keep the project moving on an accelerated schedule whilenot impacting other projects and Inspection Services clients. Having the inspector under contract to the City CMR:328:.97 Page 4 of 6 would provide the independent inspection necessary to comply with City codes and policies. As part of this arrangement PAMF has requested a waiver of the City building permit fees. Staff does not have the authority to respond to this request and will return with a recommendation to Council at the September 22, 1997 meeting. Next Step_s Staff recommends that the Council set a public" hearing date on September 22, 1997, to consider the necessary actions required to implement the recommendations for modifying the housing impact fee and inspection services fee and for hiring a consultant City building inspector. IfPAMF seeks issuance of building permits prior to Council consideration of the fee reduction requests, full fees would be paid by PAMF at the time of building permit issuance, with any refunds made only after Council approvals. ENVIRONMENTAL ASSESSMENT An Environmental Impact Report (EIR) was prepared for the project, with the Final EIR certified by the City Council on January 29, 1996. The proposed project is consistent with that evaluated in the Original EIR. Consideration of the requested modifications to housing impact and inspection services fees is exempt from environmental review as the proposed activities would involve no changes to the physical environment. ATTACI"IMENT~S_ B. C. D. E. F. G. H. Project Site Location Map Tentative Subdivision Map Conditions of Approval PAMF.letter requesting modification of inspection services fees Subdivision Improvement and Maintenance Agreement Deferred Parking Agreement Urban Lane Construction and Maintenance Agreement CMR: 132:96 Re: PAMF Request for Modification of Housing Fee Ordinance Final Map (Council Members only) PREPARED BY: Anne Cronin Moore, Contract Project Manager DEPARTMENT HEAD REVIEW: KENNETH R. SCHREIBER Director of Planning and Community Environment CMR:328:97 Page 5 of 6 CITY MANAGER APPROVAL: JUffE FLEMING City Manager CO:Palo-Alto Medical Foundation (David Jury) Stanford Management Company (Curtis Feeney) Joint Powers Board (Tom David) Santa Clara Valley Transportation Authority (Jim Lightbody) Clement Chen Alan Rogers CMR:328:97 Page 6 of 6 795 El Camino Real ~ERLEY PC- 2830 EMER s, Attachment A PF PC-3902 STANFORD UNIVERSITY Scale: 1 inch = 400 0 400 ~800 I , , ,_!,, ....~ J North Attachment,B Findings and Conditions of Approva~ for Tentative Subdivision Map (96-SUB-4) 795 E1 Camino Real - PAMF Urban Lane Campus FINDINGS The proposed map, its design and improvements are consistent with the Palo Alto Comprehensive Plan in that thirteen existing parcels are combined so as to provide a single ownership and a large single parcel for development of an approximate 300,000 square foot medical office, clinic and research facility consistent with the Major Institution/ Special Facilities designation for the property. Roadway and other public easements are being provided to improve site and vicinity pedestrian, bicycle and vehicular circulation. The site is physically suitable for approximately 300,000 square feet of medical clinic and research uses on-the approximate 9.2 acre site purposed for development in that the site is relatively level, is not subject to flooding or special seismic hazards, and will have previously existing contaminated soil and ground water from the prior gasoline service station on a portion of the site remediated, in a manner consistent with the proposed PAMF uses and facilities, and as required by local and State regulatory authorities. The EIR certified for the proposed PAMF project, including the design of the subdivision and the proposed improvements, found that the project is not likely to cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat nor cause serious public health problems in that no significant fish or wildlife habitat exists on the site. due to prior urban development, that on-site erosion control and drainage improvements will adequately protect downstream fish or wildlife habitat, and that the remediation of site soil and ground water previously contaminated by the prior gasoline service station use on a portion of the site has progressed so that grading and excavation can proceed with no unusual measures required during construction and monitoring will continue after completion of construction. TM Findings and Conditions:CC3.24.97 1 The design of the subdivision and its improvements involves vacating public rights-of-way and easements for access through or use of property within the proposed subdivision and dedicating new public rights-of-way and easements that will be substantially equivalent or superior to those vacated. North-south circulation will be improved with the extension of Urban Lane from Encina Avenue to University Circle and the provision of access easements for vehicles, excepting large trucks, at the west entrance oval and Building A parking lot will facilitate vehicular movement to and from E1 Camino Real, vicinity properties and University Avenue/Palm Drive. Urban Lane will be extended from Encina Avenue to University Circle, with sidewalks provided, improving north-south circulation in the project vicinity. Wells Avenue will be widened, with a new sidewalk to improve pedestrian drculation in the area. An easement will be provided along the eastern portion of the PAMF site for a pedestrian-bicycle path to connect with planned segments to the north and south. The design of the project will not cause public health problems, in that the discharge of waste from the proposed subdivision will meet all City of Palo Alto standards, with many special mitigation measures identified by the certified EIR being required as conditions of approval due to the nature of materials used and encountered at the PAMF facilities. EIR Mitigation Measure D.4 requires that PAMF work with. the City’s Division of Public Works Operations/Recycling to design and implement new source reduction, recycling and composting programs. Mitigation Measure D.5 requires PAMF to require demolition and construction contractors to maximize diversion of solid waste materials. Mitigation Measure D.6 requires PAMF to include storage space for its projected rate of production of recydable and compostable materials. Mitigation Measure G.8 requires PAMF to specify the disposal location of all spoil material taken from the site and to test and dispose any contaminate material in a facility licensed to receive that class of material. Recent consultation with Chevron and its consultants and with Santa Clara Valley Water District staff has led to the conclusion that remediation actions to date have rendered the site soil and ground water fit for normal grading and excavation activities without need for special testing or handling of spoil materials. Mitigation Measure E.17 requires PAMF to establish a written hazardous Waste minimization program prior to occupancy of the new facility. ~- TM Findings and Conditions:CC3.24.97 2 CONDITIONS Public Works No building permits shall be issued until the Final Map is approved by the City Council and recorded with Santa Clara County. Grading and excavation may proceea in advance of recordation of the final map only if the Public Works Director issues permits consistent with Chapters 12.08 and/or 12.12 of the Municipal Code after subdivider provides proof of insurance and bonding to the satisfaction of the City Attorney. Prior to approval of an excavation permit or the final map, whichever occurs first, the subdivider shall submit to Public Works Engineering for review and approval a final grading and drainage plan, including drainage patterns on site and from adjacent properties. The plans shall demonstrate that pre-existing drainage patterns to and from adjacent properties ’are not altered. Prior to submittal of the final map, the subdivider shall submit improvement plans for the design of the improvements proposed for the public rights-of-way and all public utilities. These improvements shall be installed by the subdivider, at the subdivider’s expense and shall be guaranteed by bond or other form of guarantee acceptable to the City Attorney. All public imprt)vements shall be constructed by a licensed contractor and shall conform to the City’s standard specifications. Prior to final map approval, the subdivider shall enter into an agreement with the City in a form approved by the City Attorney which guarantees the completion of the improvements specified in the tentative map conditions of approval, and shall post a bond or other acceptable security, in an amount determined by the Director of Public Works, as security for performance of this obligation. Prior to the recordation of a final map, the subdivider shall enter into a subdivision agreement with the City of Pal, Alto. The agreement shall be recorded with the approved final map at the office of the Santa Clara County Rec6rder. The subdivider shall pay the City for the services of a project engineer/inspector to insure that street work permits and construction activities are constructed in accordance with approved plans. Public Works staff shall provide an approximate cost of this fee once a TM Findings and Condifions:CC3.24.97 3 construction schedule has been presented by the subdivider and accepted by the Public Works Department. All City easements and rights-of-way as shown on the Tentative Map dated January 6, 1997 ,with any necessary adjustments required by the Utilities Department, the Public Works Department and the Transportation Division to comply with all City subdivision or other regulations, shall be granted or dedicated by the subdivider. Subdivider shall grant an easement for public vehicular ingress and egress, excluding large trucks, in the west entrance oval and through the lane in the Building A parking lot connecting the entrance oval to Wells Avenue. Subdivider shall arrange a meeting with Public Works Engineering, Utilities Engineering, Planning, Fire and Transportation departments/divisions after approval of the tentative map and prior to submitting the subdivision improvement plans. The improvement plans must be completed by the subdivider, submitted to the Public Works Engineering Division and approved by all affected departments and divisions prior to the subdivider submitting a final map for review and approval. 10.All construction within the City rights-of-way, easements or other property under City’s jurisdiction shall conform to standard specifications of the Public Works hnd Utilities Departments. Utilities-General 11. 12. All conditions for provision of utilities to the PAMF site and facilities shall be as stated on the tentative map dated 09/10/96 and as required by the Utilities Department. Minor changes to ufflities locations may be required by the Tree Protection Program under development by subdivider that must be approved by the City Planning Arborist prior to issuance of any grading and excavation permits. Minor changes to the provision of utilities and easements for utility improvements may be required on the final map as determined by the Director of Utilities depending on conditions encountered. The subdivider shall be responsible for identification and location of all utilities, both public and private, within the project excavation/grading and construction area. Prior to issuance of grading or excavation permits, the subdivider shall submit to the Public Works and Utilities Departments a plan for discontinuing or maintaining the various utilities on site or adjacent to the site and in the general construction TM Findings and Conditions:CC3.24.97 4 area. Said plan shall be approved by the Public Works and Utilities Departments prior to issuance of grading or excavation permits. 13.Prior to any excavation or grading work at the site, the Subdivider shall contact Underground Service Alert @ (800) 642-2444, at least five (5) work days prior to beginning work. 14.All relocation work required for telephone and cable TV shall be coordinated with and approved by Pacific Bell and Cable Coop prior to submittal of the final map. 15.Prior to approval and recordation of the final map, the subdivider shall secure a Public Utilities Easement for any utilities installed in private property at or near the PAMF site. If, at the time of filing of the final map, subdivider has not acquired sufficient title or interest in the required public rights-of-way and/or easements to allow construction of the improvements and conveyance of same to the City, the subdivider shall agree to the following: (i) Subdivider shall complete the improvements at.such time as the City acquires an interest in the land which will permit the improvements to be made, and (ii) Subdivider shall pay all costs and expenses of the City related to acquisition of off-site real property interest required in connection with this subdivi~sion. Such costs and expenses shall include, but not be limited to, court costs, appraisal expenses, payment to parties having interests which must be acquired, and legal fees (whether service is rendered by City employees or outside counsel). City may require, as part of the agreement, a deposit and/or posting of other security to guarantee payment by subdivider of all costs and expenses. Utilities (Water-Gas-Wastewater) 16.All water, gas and wastewater improvements shall conform to standard specifications of the Utilities Department and shall be paid for by the subdivider. 17.The subdivi~ier shall maintain all private on-site water utilities within the subdivision boundaries. The water main utility mains and services that are within the public rights-of-way or public utility easements will be maintained by the City of Palo Alto Utilities Department. Utilities (Electricity) TM Findings and Conditions:CC3.24.97 5 The cost_of removal and relocation of existing overhead electric facilities will be borne by the subdivider. 19.City will install at subdivider’s expense all 12KV underground cables necessary for maintaining the overhead lines on Wells Avenue. All substructure required for extending primary lines (12KV) to maintain the overhead lines will be installed by the subdivider. 20.Any easements required for relocating the 60 KV line at Urban Lane shall be procured by the subdivider. 21.Street lights installed by the subdivider on Wells Avenue and Urban Lane, including the extension north to University Circle, shall meet City standards. The subdivider’s schedule and construction plans shall be coordinated with Utilities Department-Electricity to ensure that there are not conflicts between project construction and City construction of the railroad crossing electrical service. Transportation 23.No excavation or grading permits shall be issued unless and until subdivider has provided written evidence to the satisfaction of the City Attorney that agreement has been reached among the relevant parties (PAMF, Stanford, JPB, County Transit and City) regarding design of the extension of Urban Lane~from the northern project boundary to University Circle. No building permits shall be issued unless and until subdivider has provided to the satisfaction of the City Attorney the final agreements and/or easements concerning the extension of Urban Lane and subdivider has entered into written agreement with City guaranteeing timely funding and construction of said Urban Lane improvements. Preliminary improvement plans for the extension of Urban Lane from the northern edge of the project site to University Circle shall be submitted to and approved by the Architectural Review Board and City Traffic Engineer prior to issuance of any grading or excavation permits. Final improyement plans for the extension of Urban Lane shall be submitted t6 and approved by the Planning Director, Public Works Director and Traffic Engineer prior to submittal of the final map. Improvement plans for the Urban Lane extension shall include, as a minimum, the following elements: TM Findings and Conditions:CC3.24.97 6 Roadway and bicycle/pedestrian path extensions per the City- approved alternate, including connections to the pedestrian to the bicycle/pedestrian path and roadway on the PAMF site. Landscaping, lighting, fencing and other amenities. Connections of the new roadway and bicycle/pedestrian path to University Circle. Any and all required changes to the Joint Powers Board parking lot. 25. Accommodation of the new Marguerite bus access/storage area per Stanford’s plans. Preliminary improvement plans for all work on E1 Camino Real related to the project shall be submitted to and approved by the City Traffic Engineer prior to issuance of any grading or excavation permit. Final improvement plans for all work on E1 Camino Real shall be submitted to and approved by the City Traffic Engineer prior to submittal of the final map and by Caltrans prior to issuance of any interiors building permits. The Plans shall include as a minimum, the following elements: Reconfiguration of southbound on-ramp. New signal installation for PAMF intersection, including separate phase for southbound ramp and hardwire interconnection with Embarcadero/El Camino Real signal. The signal controller shall be able to accept a possible future pedestrian phase (refer also to mitigation measure B.4.) Closure of abandoned driveways and streets. Construction of new five-foot wide sidewalk and five-foot-wide planting strip along project frontage. Due to lack of right-of-way on E1 Camino Real, part of this construction may be on permittee’s property. If the approved improvement plans show these improvements on a portion of permittee’s property, the Final Map shall include appropriate easements. TM Findings and Conditions:CC3.24.97 7 Restriping of E1 Camino Real and construction of new five-foot wide median and four-to-five-foot wide island separating on-ramp and through lanes. New signage and landscaping. Relocation of electroliers and other utility poles, if necessary due to roadway widening. 26. 27. In the section of E1 Camino Real affected by Condition 24 above and Mitigation Measure B.9a, the minimum widths of the northbound and southbound through lanes and the southbound on-ramp lane shall be at least 14 feet (in order minimally to accommodate bicycle traffic), with 15 feet preferred. Subdivider shall submit improvement plans for the public bicycle/pedestrian path on the PAMF site, along the eastern edge of the site, to comply with applicable City and Caltrans design standards for bicycle paths. The preliminary plans shall be approved by the City Traffic Engineer and the Architectural Review Board prior to issuance of any grading or excavation permits. Final improvement plans shall be submitted to and approved by the Planning Director, the Public Works Director and the City Traffic Engineer, with input from the Utilities Department and the Planriing Arborist, prior to submittal of the final map. Improvement plans shall include, as a minimum, the following provisions: Landscaping, lighting, fencing, signage. At least two path connections into the PAMF site. Transition and connection to the portion of the path extending south from the site. Continuation of the path along the Urban Lane extension to University Circle, Maintenance of all features of the portion of the path located on the PAMF site. 28.The subdivider has consulted with the City, Stanford University, Caltrans, and Santa Clara County Transit Agency concerning the TM Findings and Conditions:CC3.24.97 8 feasibility of constructing southbound and northbound bus stops on E1 Camino Real near the new signalized PAMF entrance. Both bus stops have been found to be feasible by the parties identified above, and the subdivider shall design, construct and fund the bus stop amenities, signal modifications for the pedestrian crossing, crosswalk (including short connecting sidewalk on the west/Stanford side of E1 Camino Real), and on-site connecting sidewa.lks. The northbound bus stop will require a pullout to be constructed on PAMF property and easements granted to the appropriate public agency consistent with the dimensions of the pullout. The subdivider shall be responsible for ongoing maintenance of the northbound bus stop and related improvements for the life of the project. 29.Prior to issuance of any occupancy permits(s) by the City, subdivider shall complete all off-site improvements including but not limited to the Urban Lane Extension, improvements along E1 Camino Real and the new traffic signal at the PAMF driveway. Upon completion of the above said improvements, ownership and title to the traffic signal system sh~all be vested in Caltrans. 30.Urban Lane Extension shall be maintained by PAMF. PAMF shall allow Caltrans right-of-entry upon its property for maintenance of the traffic signal system. No building permit shall be issued until an agreement has been reached between the relevant parties regarding the maintenance of Urban Lane Extension and the right-of-entry to Caltrans as required above. ~ 31.The mitigation measures identified in the Mitigation Monitoring and Reporting Program, adopted as Attachments N and O with the January 29, 1996, City Council approvals of the project, are incorporated hereby as conditions of tentative map approval. 32.The design of new curb and sidewalks to be installed along the south side of Wells Avenue shall avoid any detrimental impact on the mature oak located there. Similar design consideration shall be given tO the mature pepper tree located on the historic Greet property adjacent to the southern end of the proposed north-south connector road. The design of these street improvements and provisions for protection of these significant trees shall be reviewed and approved by the City Planning Arborist prior to issuance of any excavation or grading permits and shall comply with Chapter 8.10 of the Municipal Code. TM Findings and Conditions:CC3.24.97 9 33.Chapter 8.10 of the Municipal Code regarding tree protection shall apply to any qualifying trees located on the project site or affected by project construction that were not authorized for removal by the City Council’s 1/29/96 approvals of the PAMF Urban Lane Campus project. The Improvement Plans shall include the location and specifications of the above-ground pad-mounted utility equipment consistent with the locations and specifications shown on plans dated January 6, 1997 as preliminarily approved by the ARB and subject to final approval by the Director of Planning and Community Environment and Utilities Engineering to insure adequate screening, where required, for said improvements.. TM Findings and Conditions:CC3.24.97 10 Attachment C Attachment D 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 Recordation, mail to: OFFICE OF THE CITY ATTORNEY 250 Hamilton Avenue Palo Alto, CA 94301 AGREEMENT BETWEEN SUBDIVIDER AND CITY OF PALO ALTO UNDER PROVISIONS OF TITLE 21 OF THE PALO ALTO MUNICIPAL CODE 795 E1 Camino Real (Improvement and Maintenance Agreement) Palo Alto, California Tract No. 8985 THIS AGREEMENT, made and’ executed this ’day of , 1997, by and between the CITY OF PALO ALTO, a municipal corporation of the State of California, hereinafter referred to as "City", and PALO ALTO MEDICAL FOUNDATION FOR HEALTH CARE, RESEARCH AND EDUCATION, a California nonprofit public benefit corporation, hereinafter referredto as "Subdivider"; .: W I T,N E S S E T H: ~ , WHEREAS, Subdivider is the owner of that certain tract of land situated in the City of Palo Alto, County of Santa Clara, State of California, generally known and described as 795 E1 Camino Real,’ Palo Alto, California (the "Property"); and WHEREKS, on March 24, 1997, City approved Subdivider’s application for a tentative subdivision map with respect to the Property, allowing assemblage of the Property for purposes of development of a medical facility (the "Project"), subject to certain conditions including those hereinafter described; and WHEREAS, such conditions include the construction of certain private and public improvements (the "Improvements"), and 97074 iac 0080528 1 WHEREAS, said Improvements include but are not limited to off-site work in the area known as the "Urban Lane Extension, "Wells Avenue, and E1 Camino Real, and on-site work in the public utility easement and pedestrian/bicycle path areas; and WHEREAS, the Project is subject to additional conditions in connection with the Project’s Conditional Use Permit, Architectural Review Approval, V~riance, and other approvals ("Project Approvals"); and WHEREAS, Subdivider has presented to City for approval a final subdivision map prepared by Sandis Humber Jones, hereinafter referred to as the "Map" and incorporated herein by this reference; and WHEREAS, Subdivider has requested approval of the Map prior to the construction and compIetion of the required Improvements; and WHEREAS, City desires to assure that’ said proposed Improvements will be done in a good and workmanlike manner and in accordance with,the laws now in force and effect in the City of Palo Alto, California, particularly, but not exclusively, Titles 16, "18, and 21 of the Palo Alto Municipal Code; NOW, THEREFORE, for and in consideration of the approval of the Map and the acceptance of the dedications offered therein, and in order to insure satisfactory performance by Subdivider of Subdivider’s obligations under the Subdivision Map Act, the Palo Alto Municipal Code, and the ProjeCt Approvals, the parties hereto mutually covenant and agree as follows: I. Performance of Work. Subdivider shall, at its own cost and e~ense, do and perform, or cause to be done Or performed, in.a good and workmanlike manner, all of the work and Improvements, within and/or without the subdivision, which are shown on the Map, or on plans, profiles and specifications which have been submitted to the City Engineer or may hereafter be so submitted, as finally approved, or which Improvements are required as conditions of approval of the subdivision by the City, or are required to be,done by the Conditional Use Permit and/or Architectural Review approval- for the Project or by any provision of law as a condition of said subdivision and Project. Said public and private Improvements include, but are not limited to utilities, streets, sidewalks, landscaping, pathways, lighting, and traffic signals° _- 2. Standards. Work to be performed hereunder shall be done tothe satisfaction of the City Engineer in accordance with the authority granted to the City Engineer under Chapter 21o28 of the Palo Alto Municipal Code. All Improvements have been shown in detail upon the plans, profiles and specifications which have been prepared by engineers acting for Subdivider. No work on the Improvements shall be commenced until said plans, profiles and specifications have been submitted to and approved by the City Engineer, and all Improvements shall be constructed in accordance 970741~ OOgO52g with said plans, profiles and specifications. Subdivider shall do, or cause to be done, all work and furnish all materials necessary, as determined by the City Engineer and on his or her order, to complete the Improvements in accordance with said plans, profiles and specifications, or with any changes required or ordered by the City Engineer, to complete the work. The cost of checking the plans, profiles and specifications, and of all inspections of the work, have been or shall be paid by Subdivider. Improvements and methods of installation shall, at a minimum, meet the standards set forth in the "Standard Specifications of the City of Palo Alto," dated December 1992, ("Standard Specifications") as from time to time amended, which document is incorporated herein by this reference,.and provisions of the Palo Alto Municipal Code relating to construction. All water connections shall comply with the requirements of California Code of Regulations, Table 17, Sections 7583 through 7605, inclusive. Poles and luminaries are subject to review and approval by the Architectural Review Board and the Utilities Department. 3. Soils and Geologic Tests. Subdivider shall cause to be made, at Subdivider’s cost and expense, soils and geologic tests by a qualified civil engineer and shall file, or cause to be filed with the City a report or reports satisfactory to the City Engineer indicating gradation, bearing and resistance value of soils within the subdivision and setting forth recommendations for or constraints on the nature of required Improvements and.for development of the Property. All clearing and earthwork shall be accomplished in accordance with the plans and required recommendations of the soils report under the supervision of the Soils Engineer. Subdivider shall also cause to be made, at Subdivider’s cost and expense, all compaction tests necessary to determine that the utility trenches have been satisfactorily compacted. Subdivider shall provide a soils engineer’s certified letter of compliance, verifying that the earthwork has been completed in accordance with the plans and recommendations of the soils report. .. 4. Time of Completion. All Improvements and site grading under this agreement shall be completed prior to the issuance of any occupancy permit for occupancy of the Project. The time for completion may be extended ’only for good cause upon approval by the City Manager and pursuant to the provisions of the- Palb Alto Municipal Code. 5. Time of Essenc~e. Time is of the essence of this agreement. 6. _Payment of Costs Without limitation, Subdividershall pay, or cause to be paid, all costs and expenses related to or arising from the. performance of any work to be performed by Subdivider hereunder, including, but not limited to., payment for any materials, provisions, and other supplies used in, upon, for or about said work, and for work or labor thereon of any kind, and for amounts due under the Unemployment Insurance Act of the State of California, with respect to such work or labor. 97074 lac 0080528 7.Acceptance of Work° In accordance with the authority granted under Chapter 21.28 of the Palo Alto Municipal Code, the City Engineer shall have the right to reject any and all work to be performed under this agreement if such work does not conform, in his sole judgment, with the plans, profiles and specifications mentioned herein and with the ordinances and standards of City. 8. Warranty of Plans. Notwithstanding the fact that Subdivider’s plans, profiles and specifications, completion of work, .and other acts to be performed hereunder are subject to approval by City, it is understood and agreed that any approval by City shall in no way relieve Subdivider of satisfactorily performing said work or its obligations hereunder. Subdivider warrants that the plans, profiles and specifications submitted shall conform at a minimum to the Standard Specifications and the Palo Alto Municipal Code, and that they are adequate to accomplish the work in a good and workmanlike manner, and in accordance with sound construction practices. 9. Repairs and Replacement. Subdivider shall replace, or have replaced, or repair, or have repaired, all Improvements and monuments shown on the Map which have been destroyed or damaged prior to final acceptance of the completed work by the City Engineer, and Subdivider shall repair, or have repaired, replace, or have replaced, or pay to the owner, the entire cost of replacement or repairs, of any and all property damaged or destroyed, by reason of any work done hereunder, prior to final acceptance of the completed work by the City Engineer, whether such property be owned by the United States or any agency Or political subdivision thereof, or by the City or by any public or private corporation, or by any person whomsoever, or by any combination of such owners. Any such repair or replacement shall be to the satisfaction, and subject to the approval, of the City Engineer. Subdivider shall repair, or cause to be repaired, any damage to the Improvements constructed pursuant to this agreement which may occur after installation to the satisfaction of the City Engineer and prior to release of the certificate of deposit posted by Subdivider and/or final acceptance of the completed work. . i0. Warranty. Without limiting the foregoing, Subdivider expressly warrants and guarantees all work performed hereunder and~ all materials used therein for a period of three (3) years after completion and final acceptance thereof by the City Engineer. If within said three (3) year period any structure or part of any structure furnished and/or installed or constructed, or caused to be installed or constructed by Subdivider, or any of the work done under this agreement, fails to fulfill any of the requirements of this agreement, or the specifications referred to herein as a result of the inadequate workmanship or materials, Subdivider shall, without delay and without any cost to City, repair and replace or reconstruct any defective or otherwise unsatisfactory part or parts of the work or structure. Should Subdivider fail to act promptly or in accordance with this requirement, or should the exigencies of the 97074 |ac 0080528 4 situation require repairs or replacements to be made before Subdivider can be notified, City may, at its option, make the necessary repairs and replacements or perform the necessary work, and Subdivider shall pay to the City the actual cost of such repairs and replacement.- II.Maintenance of 0n-Site Improvements A.Maintenance Obligat£on. The tentative subdivisionmap, the other Project Approvals, and the conditions imposed thereon require Subdivider to maintain certain improvements which are located on or near the Property. Those improvements include the following: (a) Bus stop on E1 Camino Real in front of project site; (b) A storm drainage detention system (shown on Tract Map No. 8985), including but not limited to a 48" drainage pipe andmanholes, which is located within a public utility easement on site but serves special functions benefitting the ~Property; and (c) a pedestrian/bicycle path and associated improvements. Subdivider agrees, .at its sole cost and expense, to maintain and repair, or cause to be maintained and repaired, said improvements in accordance with this Section of the Agreement. Following installation said improvements shall be maintained" by Subdivider in good operating condition, as more fully set forth below. B.Maintenance Standards i. Bus stop. The above-described bus stop shall be kept clean and free of all graffiti, garbage, trash, and debris in accordance with the requirements of the Santa Clara Valley Transportation Authority. ~ii. Storm drainaqe detention system~~ The.above- described storm drainage detention system shall be maintained in good operating condition at all times. Subdivider shall, at a minimum, clear and remove debris from blocked catch basin and pipeline immediately following any reported flooding. iii. Pedestrian/Bicycle Path.. Thepedestrian/bicycle path shall be maintained in a safe and clean- condition. Maintenance activities to achieve that result shall include, but not necessarily be limited to, the following: (a)Sweep every two weeks. (b)Respond to complaints about, and remove, hazards along- the path (for example, broken glass, nails, obstructions, downed tree limbs) as soon as possible on the same day, but no later than 24hours from time of notification. (c)Repair or replace light source in electroliers within 7 days of notification by the City or member of the public or sooner if necessary to eliminate hazard. 97074 lac 0080528 (d) Repair or replace any electrolier poles immediately upon notice of such damage. damaged (e) All landscaping within the maintenance area shall be watered, fertilized and cared for to the satisfaction of the City Arborist. At a minimum the following shall occur: Prune and trim shrubs and trees annually. ii.Weed, feed, clip and trim ground cover. iii.IReplace in kind any dead trees, shrubs or ground cover. iv.Maintain irrigation system, including controller. Inspect weekly to make adjustments or repairs as needed.However, broken or leaking pipes or valves shall be repaired immedia t ely f ol 1 owing notification by City or discovery during inspection of site by PAMF’s maintenance staff or contractor. Mulch annually. (f) The drainage system for the pedestrian/bicycle path shall be maintained in good operating condition at all times. Subdivider shall clear and remove debris from blocked catch basins and pipeline immediately following any reported flooding. .o ~ (g)- Fencing along the pedestrian/bicycle~ path shall be repainted at a frequency of once very ten years, or sooner if required by paint manufacturer’s specifications. (h) Maintain pavement per the following- standards: resurface every 15 to 20 years; slurry seal every 5 to 10 years; fix potholes (base repairs) within 5 days; replace any~, pavement legend and striping following resurfacing or slurry seal treatment; repaint striping and any pavement legends every i0 years. C. Insurance. Subdivider shall at its sole cost and expense obtain and maintain the insurance required under Section 21 of this Agreement.. 12. Urban Lane Extension. That portion of the Improvements to be constructed off-site in the area known as the Urban Lane Extension is subject to a separate agreement entitled "Construction and Maintenance Agreement--Palo Alto Medical 97074 lae OOgO52g Foundation--Urban Lane Project," which is incorporated herein by this reference. 13. Breach of Agreement; Performance by City. If Subdivider shall refuse or fail to satisfactorily complete any of the work and Improvements provided for herein within the time specified above, or any extension or extensions thereof, or if delay in the construction of any portion of the improvements shall, in the opinion of the City Engineer, endanger property outside the boundaries of said tract, or if Subdivider should be adjudged a bankrupt, or shall make a general assignment for the benefit of Subdivider’s creditors, or if a receiver should be appointed in the event of Subdivider’s insolvency, or if Subdivider, or any of Subdivider’s contractors, subcontractors, agents or employees, should violate any of the provisions of this agreement, the City Engineer or City Council or its designated representative may serve written notice uponSubdivider for breach of this agreement, or any portion hereof. In the event of any such notice, City may, without relieving Subdivider of any of its obligations hereunder, take over any or all of the~ work and prosecute the same to completion, by contract or by any other method City may deem advisable, for the account, and at the expense of Subdivider, and the full cost and expense of said work done by City shall be recovered by City from Subdivider. 14. Estimate of Improvement Costs; Security. Theestimated cost for the Improvements to be constructed under this agreement is One Million Four Hundred Eighty Thousand Ninety-Four Dollars ($!,480,094). Said estimate includes applicable amounts for the. expense of checking plans and for inspection of work hereunder. A full and detailed accounting of said estimate is set forth in Exhibit "A", which is attached hereto and incorporated herein by this reference. Contemporaneous with the execution of ~this agreement, Subdivider shall file with City an acceptable surety bond or certificate(s) of deposit with the City of Palo Alto named as beneficiary and in the total sum of the estimated cost set f~rth above, to guarantee faithful performance of all of the provisions of- this agreement and compliance with all of the provisions of the Palo Alto Municipal Code, including Titles 16, 18, and 21. At the same ¯ time, Subdivider shall file with City an acceptable surety bond or certificate(s) of deposit with the City of Palo Alto named as beneficiary and i~ the amount of Seven Hundred Forty Thousand Forty- Seven Dollars ($740,047), to secure payment to the contractor, his or her subcontractors and to persons rentfng equipment or furnishing labor or materials to them for the improvements required under this agreement. Following acceptance of the work by City and upon request of Subdivider, the amount of the security may be reduced to ten percent (10%) of the above-stated amount, to guarantee and’ warranty the work for ~he warranty period described in Section i0 of this agreement. 7 97074 lac 0080528 15. Permits; Compliance with Law. Subdivider shall, at Subdivider’s expense, obtain all necessary permits~and licenses for the work and Improvements hereunder, give all necessary notices and pay all fees and taxes required by law. In the performance of this agreement, Subdivider shall comply with all laws, ordinances, regulations and rules of all governmental agencies having jurisdiction therefor, including but not limited to, the provisions of the Labor Code of the State’of C~lifornia. 16. Inspection by City. Subdivider shall at all times maintain proper facilities and provide safe access for inspection by City to all parts of the work. Pursuant to Condition 7 of the tentative map approval, Subdivider agrees to pay City for the services of a project engineer/inspector to ensure that construction under this Agreement and any street work permit(s) is conducted in accordance with approved plans° 17. Subdivider Not Aqent of City. Neither Subdivider nor Subdivider’s contractors, subcontractors, agents, officers, or employees are agents or employees of City, and Subdivider’s relationship to City, if any, arising herefrom is strictly that of an independent contractor° 18. Liability. Neither City nor any of its officers, agents, or employees shall be liable to Subdivider, its contractors, subcontractors, officers, agents, or employees, for any error or omission, or any obligation whatsoever, arising out of or in connection with any work to be performed by Subdivider under this Agreement. City, its officers, agents, and employees shall not be liable to the Subdivider or to any person, firm or corporation whatsoever, for any error or omission, or any obligation or liability whatsoever, arising out of or in connection with any work to be performed under this agreement. City, its officers, agents, and employees shall not be liable to Subdivider or tO any person, firm, or corporation whatsoever for any injury or damage, that may result to any person or property or any obligatio~whatsoever from any cause arising in, on, or about the land. of Subdivider or from performance or failure to perform any provision of this agreement. Subdivider hereby releases and waives any claim it may possess or come to possess against City, its officers, agents, and employees° 19. Hold Harmless. Subdivider hereby agrees to and shall protect, indemnify and hold City, its officers, agents, and~ employees harmless from any and all liabilities, obligations, damages, costs, injuries, or claims thereof, including but not limited to, claims for damage or personal injury, including death, and claims for~property damage, arising in any manner from the Subdivider’s performance or failure to perform the provisions of this agreement. Subdivider agrees to, and shall, defend City, its officers, agents, and employees, from any suits or actions at law or in equity for damages, liabilities, or obligations caused by or arising from, or alleged to be caused by or arising from, the performance of this agreement. 97074 iac 0080528 20. Use of Improvements. Subdivider agrees that the use of any and all of the public Improvements hereinabove specified for any purpose and by any person shall be at the sole and exclusive risk of Subdivider at all times prior to final acceptance by City. This shall in no way eliminate, discharge or lessen any of Subdivider’s obligations and undertakings contained in this agreement. The issuance of any occupancy permits by City for structures located within the subdivision shall not be construed in any manner to constitute acceptance or approval of any or all of the Improvements to be constructed hereunder. 21. Insurance. Prior to the commencement of any work, Subdivider shall furnish to City, on City’s standard form certificate of insurance, satisfactory evidence of a policy of liability insurance which shall be maintained at all times during the performance of this agreement, .in form and by a responsible company satisfactory to City, insuring City, its officers, agents, and employees against loss or liability arising out of the condition of the premises or any of the work to be performed under this agreement, including all costs of defending any claim arising as a result thereof. Both bodily injury and property damage insurance shall be.on an occurrence basis, and said policy or policies shall provide that the coverage afforded thereby shall be primary coverage to the full limit of liability stated in the declarations, and that if any of City insureds have other insurance against the loss covered by said policy or policies, the other insurance shall be excess only. Said policy or policies shall provide for minimum limits in the amount of One Million Dollars ($i,000,000) for bodily injury or death, each person, and One Million Dollars ($I,000,000) for bodily injury or death, each occurrence, and One Million Dollars ($i,000,000) for property damage, each occurrence. Each policy shall contain an endorsement that said policy shall not be canceled or coverage reduced except upon thirty (30) days advance written notice thereof to City. Subdivider will be required~to obtain a "Permit for Construction in a Public Street" ("Permit"}.. prior to constructing any of the Improvements set forth in paragraph I or Exhibit "A" hereof. City will consider a request by Subdivider that the insurance posted for the Permit also be used to satisfy the insurance obligation of this paragraph 20. 22. Title. to Public Improvements. Title to and ownership- of all public Improvements constructed hereunder shall vest absolutely in City or other public agency as the case may be (e.g., California Department of Transportation), upon completion and acceptance thereof by City and/or such other public agency. 23. Final Drawings. Upon completion of all Improvements, subsequent to acceptance thereof by City, Subdivider shall supply City with one (i) permanent (mylar--3 mil) reproducible set of "as- built" drawings. These drawings shall be certified as being "as- builts" and shall reflect the job as actually constructed, with all changes incorporated therein. However, Subdivider shall comply with all requirements of Titles 16 and 18 of the Palo Alto Municipal Code concerning all public and private improvements required to be performed hereunder. In addition to the mylar "as-builts," 97074 lac 00~052S Subdivider shall upon final completion of all Improvements furnish to City the final full set of "as-built’~ improvement plans and subdivision map for the Project on electronic data storage media compatible with City’s computer system and in a format fully readable utilizing Auto CAD~or Geographic Data SystemsR software. 24. Notice of Completion. Subdivider shall file, or cause to be filed, a Notice of Compl~tion of the Improvements herein specified. 25. Final Inspection, Acceptance and Certification. All of the Improvements must be completed prior to the final inspection. Notice in writing, requesting final inspection shall be submitted to the City Engineer at least five (5) days prior to the anticipated date. Upon the satisfactory completion of the Improvements by Subdivider, the City Engineer shall certify that the work of said Improvements has been satisfactorily completed. Such certification shall be made in writing in accordance with standard City procedures, and shall constitute final acceptance of ,the work. 26. Construction Logistics Plan. Prior to issuance of building permits, a construction logistics plan shall be submitted for review and approval by the Public Works Engineering Divisidn. All truck routes shall conform with the City of Palo Alto’s Trucks and Truck Route Ordinance (Palo Alto Municipal Code Chapter 10.48), and the route map which outlines truck routes available throughout the City of Palo Alto. 27. Compliance with Project Approvals. The Project and the work to be performed hereunder shall be constructed in compliance with all Conditions of Approval for the Project, including the Use Permit, Tentative Map approval, and Architectural Review Board approval. 28. Railroad Crossinq Mitiqation Fee. In accordance with condition No. 59 of Subdivider’s Architectural Review Approval, as amended by the City Council on January 29, 1996, Subdivider agrees to pay a Railroad Crossing Mitigation Fee ("RCMF") equal to fifteen percent (15%) of the cost of a pedestrian and bicycle under- or over-crossing from the project site to Alma Street in the vicinity of Homer Avenue. The RCMF shall not exceed a Three Hundred Thousand- Dollar ($300,000.00) maximum cap, adjusted annually for inflation, beginning January i, 1998, based upon the January CPI-U for that year (CPIoU San Francisco/Oakland/San Jose). The RCMF shall be due and payable to City no later than ninety (90) days following Written notice from City to Subdivider, or its successor(s). -Such notice shall include a statement detailing the construction cost of the crossing, and a calculation of Subdivider’s share of that cost in accordance with the preceding paragraph. Subdivider also agrees to the formation of an assessment district, or other similar fair and appropriate mechanism, to provide funds for the crossing should such a mechanism be established by the City. The RCMF shall be credited toward any 97074 lac 008052~ 10 assessment district levies due from Subdivider. If the RCMF exceeds the principal amount assessed to Subdivider under the assessment district, then the excess shall be due and payable upon confirmation of the assessment. If an assessment district is not formed, the RCMF shall be determined by City staff and made payable upon commencement of construction of any crossing. City may pursue all remedies available at law in the event that Subdivider fails to make payment of the RCMF in the time and manner herein provided, including but not limited to: (i) an action for specific performance of this contractual obligation; and/or (2) civil and/or criminal action for violation of a condition of Project approval. 29. Assignment of Contract. Except as otherwise provided herein, neither this agreement, nor any part hereof, shall be assignable by Subdivider without the written consent of City. Any attempted assignment without first obtaining such consent shall be void and of no effect. 30. Binding on Successors. ~The terms, covenants and conditions of this agreement shall run with the land and shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, contractors, and subcontractors of the parties. 31. ~osts and Attorneys’ Fees° The prevailing party in any action brought to enforce the terms of this agreement or arising out of this agreement may recover from the other party its reasonable costs and attorneys’ f~es expended in connection with such an action. 32. Notices. All notices hereunder shall be given in writing and personally delivered or mailed, postage’prepaid, by certified mail, addressed as follows: .. To City:Office of the City Clerk 250 Hamilton Avenue Palo Alto, CA 94301 To Subdivider:Palo Alto Medical Foundation Office of the President 300 Homer Avenue Palo Alto, CA 94301 // // // // Ii 97074 lac 0080528 Any notice SO delivered shall be effective upon the date of personal delivery or, in the case of mailing, on the date of delivery as shown on the U.S. Postal Service return receipt. Either party may change its address for notice by giving ten (I0) days’ notice of such change in the manner provided for in this paragraph. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed in duplicate the day and year first above written. CITY OF PALO ALTO Assistant City Manager APPROVED AS TO FORM: Senior Asst. City Attorney PALO ALTO MEDICAL FOUNDATION FOR HEALTH CARE, RESEARCH AND EDUCATION, a California nonprofit public benefit corporation Its:~ O o APPROVED AS TO CONTENT: Director of Public Works Director of Planning and Community Environment A.P.N. Nos:120-33-005 120-33-014 120-33-015 120-33-016 120-33-020 120-33-021 120-33-022 120-33-023 120-33-025 120-33-027 120-33-029 120~33-030 120-33-038 12 97074 lac 0080528 CERTIFICATE OF ACKNOWLED~ (Civil Code § 1189) On V ~--q \ y [~7 , before me, ~.~ ~- I O FWC---c’, a notary public in and for said County, personally appeared , per~onally known to me-me--on--the-bas-~t-is~ae~ory--evi~ence9 to be the person(s) whose name(s) is/a~e subscribed to the within instrument, and acknowledged to me that he/~ executed the same in his/her~ authorized capacity(i~, and that by. his/her7~ signature(.~) on the instrument the person~), or the entity upon behalf of which the person(i) acted, executed the instrument. WITNESS my and official seal. 13 97074 lac 0080528 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code ~ 1189) STATE OF COUNTY OF ) ) On , before me, , a notary public in and for said County, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,’executed the instrument. WITNESS my hand and official seal. 14 97074 lac 0080528 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 Recordation, mail to: OFFICE OF THE CITY ATTORNEY 250 Hamilton Avenue Palo Alto, CA 94301 Attachment E DEFERRED PARKING AGREEMENT BETWEEN THE CITY OF PALO ALTO AND PALO ALTO MEDICAL FOUNDATION FOR HEALTH CARE, RESEARCH AND EDUCATION 795 E1 Camino Real THIS DEFERRED PARKING AGREEMENT ("Agreement") is entered as of this day of , 1997, ("Effective Date"), by and between the CITY OF PALO ALTO ("City"), a California .municipal corporation, and PALO ALTO MEDICAL FOUNDATION FOR HEALTH CARE, RESEARCH AND EDUCATION ("PAMF"), a California nonprofit corporation. THE PARTIES ENTER THIS ~’AGREEMENT on the basis of the following facts, understandings and intentions: A. On January 29, 1996, City approved various applications submitted by PAMF to allow construction of an integrated medical research and clinic facility ("Project’!) at 795 E1 Camino Real, including changes to the Comprehensive Plan and zoning for the site, and a conditional use.permit and Architectural Review approval ("Project Approvals"). A tentative subdivision map necessary for the Project was approved by City on March 24, 1997. B. The Final Environmental Impact Report ("EIR") prepared for the Project, together with independent information submitted by PAMF, indicated that demand for employees’ and visitors’ vehicular parking at the Project would be substantially less than the one (i) space per 250 square feet of Project floor area ratio otherwise required by City ordinances. C. The January 1996 Project Approvals authorized deferral of certain Project parking requirements, as allowed under Palo Alto Municipal Code section 18.83.120(e), until the occurrence of certain contingencies. D. The final design and site plan for the Project subsequently have been determined, consistent with the Project Approvals as amended on March 24, 1997. Off-street parking, 970704 iac 0080S06 including parking spaces for handicapped persons, is to be provided as shown on approved plans entitled dated April 3 and 4, 1997, Drawings AI01-W, AI01-E, AIOA-W, AIOA-E, AIOB-W, and AIOB-E ("Parking Plans"). The additional spaces which would otherwise be required under Pal. Alto Municipal Code Chapter 18.83 are authorized by City to be deferred, subject to the provisions of this Agreement. NOW THEREFORE, THE PARTIES AGREE as follows: i. Current and Deferred Parking Plan. PAMF shall provide vehicular parking spaces on the Project site in accordance. with the Parking Plans as approved and as they may hereinafter be amended. Construction of additional parking spaces otherwise required by applicable City ordinances may be deferred, subject to the other terms of this Agreement. 2. Current and Deferred Handicapped Parking Plan. PAMF shall provide fifty-eight (58) vehicular parking spaces for handicapped persons, included within the total spaces set forth in Section i, above. Construction or conversion of eighteen (18) additional handicapped parking spaces may be deferred subject to the other terms of this Agreement. 3. Monitorinq of Parking Demand.PAMF shall periodically prepare and submit a survey ("Survey") of parking occupancy and vacancy on the Project site, describing demand for parking spaces. The Survey shall report parking conditions for the separate categories of (a) employees and visitors, (b) regular and handicapped parking spaces (including for vans and non-van vehicles), and (c) bicycles, according to types of onsite bicycle storage (including visitor and employee spaces, and spaces with and without enclosures). The Survey shall sample vehicular parking demand during peak hours on three (3) consecutive work. days consisting of Tuesday through Thursday of a normal week.. The Survey shall be submitted to the Director of Planning and Community Environment ("Director") originally within six (6) months following Occupancy of the project, and thereafter once annually, along with the Project’s routine annual "mitigation and monitoring" report required by Project approvals. PAMF shall reimburse City for .the actual staff and administrative costs incurred by City in reviewing the Survey. For purposes of this Agreement, "Occupancy" means the later of the following dates, as determined by the Director of Planning and Community Environment: One hundred twenty (120) days after the date when certificates of occupancy have been issued for that portion of the Project known as Buildings A, B, and C,’or One hundred twenty (120) days after the final inspection of the work .authorized by the building permits for Buildings A, B, and C. 970704 lac 0080506 4. Consideration of Overall Survey Results: Effects of Deficiencies. The Director shall review and evaluate the Survey and such other material or data as PAMF and City may provide on the issue of vehicular parking vacancies on the Project site. If the Director determines that the overall vehicular parking vacancy rate consistently has fallen below five percent (5%), he or she may direct PAMF to prepare and implement a remedial program capable of increasing the vehicular vacancy rate to above five percent (5%). If so directed, PAMF shall prepare a.remedial program and implement it for one or more trial periods of not less than six (6) months each as determined by the Director. If at the end of any trial period the overall vehicular parking vacancy rate as shown by the Survey has not fallen below five percent (5%), the Director is authorized to accept or authorize revisions to the remedial program and direct PAMF to implement the revised remedial program. If at the end of any trial period or series of trial periods the overall vehicular parking vacancy rate as shown by the Survey, and any other relevant information, has continued to be less than five percent (5%), then the Director is authorized to determine that Project parking demand exceeds supply, and therefore may direct PAMF to provide additional vehicular parking spaces ("Deferred Spaces"), in a manner generally consistent with the plan shown on Sheets Alt. 6, Alt. 8 and Alt. 9, incorporated into Projeht approval No. 94-ARB-30. Any determination by the Director that Project vehicular parking demand exceeds supply shall be in writing, based on a finding that the survey and/or other evidence shows that the parking need for the Project exceeds the parking spaces provided. The number of Deferred Spaces that PAMF may be directed to construct shall not exceed the number which would otherwise be required under Palo Alto Municipal Code Chapter 18.83. 5. Handicapped Parking Survey Results and Effects The Director shall review and evaluate the results of the Survey and other related materials submitted by City and PAMF regarding handicapped vehicular parking spaces. If the Director determines that the handicapped vehicular parking vacancy rate is less thanfive percent (5%), he or she may direct PAMF to prepare and implement through one or more trial periods (as defined in Section 4 above) a remedial program (including graphic diagrams) capable of increasing the vacancy rate above five percent (5%). If at the ~nd of any trial period the handicapped vehicular parkingvacancy rate is less than five percent ’(5%), then the Director is authorized to either (a) revise and direct PAMF to implement the revised remedial~ ~ program, or (b) direct PAMF to restripe, relocate or reconfigure sufficient parking spaces to remedy the identified deficiency in handicapped parking spaces, up to a maximum total of seventy-six (76) handicapped vehicular parking spaces on the Project site. The determinations authorized by this Section 5 shall be made as set forth in Section 4, above, and may be combined with those determinations. 6. C0ntinqent Aqreement to Construct Deferred Spaces. PAMF shall construct at its sole cost the Deferred Spaces~ required by Section 4 and 5 of this Agreement. PAMF shall construct the Deferred Spaces or any portion thereof as determined by the 970704 lac 0080506 Director to be required, following receipt of a copy of the written determination by the Director that such spaces are required. The timing for such construction shall be as follows: Within four (4) months after the date of the notice, PAMF shall submit complete applications for all approvals necessary for construction of the required parking. Such applications would include but not be limited to Architectural Review approval and building permits. Construction shall be complete within one year following issuance of all necessary City permits for construction. 7. Reserve Area. During the period of parking deferral pursuant to this Agreement, PAMF shall maintain the area for provision of the deferred spaces consistent with the plans approved by City on March 24, 1997. 8. Construction of Aqreement. This Agreement shall be interpreted and administered consistently With City’s Comprehensive Plan, Zoning Ordinance, and Project Approvals, with the mutual purpose of flexibly and cost-effectively ensuring safe and convenient public access to the Project. PAMF understands and agrees that compliance with the terms of this Agreement is a requirement of the Project Approvals, and failure to comply .may subject PAMF to enforcement action, including but not limited to commencement of proceedings for modification or revocation of Use Permit 94-UP-8. 9. Attorney’s Fees. If any dispute or litigation should arise between the parties regarding the enforcement or interpretation of this Agreement, the prevailing party therein shall be entitled to recover reasonable expenses, attorney’s fees and costs of resolving the dispute or litigation. I0. Binding on Successors. This Agreement is for the benefit of PAMF as owner of the property located at 795 E1 Camino Real, and as such is binding on PAMF and PAMF’s successors and assigns, so long as the Project is in operation. ~ ii. Notices° All notices hereunder shall be given in writing and delivered personally or mailed, postage prepaid, by certified mail, return receipt requested, addressed as follows: To City:Office of the City Clerk City of Palo Alto 250 Hamilton Avenue Palo Alto, CA 94301 To PAMF:Palo Alto Medical Foundation Office of the President 300 Homer Street Palo Alto, CA 94301 Any notice so delivered shall be effective upon the date of personal delivery or, in the case of mailing, on the date of delivery as shown on the UoS. Postal Service return receipt. Either party may change its address for notice by giving ten (i0) 4 970704 lac 0080506 days’ notice of such change in the manner provided for in this paragraph. 12. Amendment. The City Manager shall have authority to enter into amendments to this Agreement on behalf of the City, so long as any such amendment is consistent with the Project Approvals and any subsequent amendments thereto. IN WITNESS WHEREOF, City and PAMF have caused this Agreement to be executed in one or more copies as of the day and year first above written. ATTEST:CITY OF PALO ALTO City Clerk Mayor APPROVED AS TO ~FORM: Senior Asst. City Attorney APPROVED: PALO ALTO MEDICAL FOUNDATION FOR HEALTH CARE, RESEARCH AND EDUCATION A California Nonprofit Corporation Its :~" t> O Director of Planning and Community Environment Chief Building Official A.P.N. Nos:120-33-005 120-33-014’ 120-33-015 120-33-016 120-33-020 120-33-021 120-33-022 120-33-023 120-33-025 120-33-027 120-33-029 120-33-030 120-33-038 5 970704 |ac 0020506 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) STATE OF COUNTY OF ) ) On 7 ~, before me, ~. ,~-~ rrc~" , a notary publi~ ,id and’ for said County, personally appeared , personally known to me (or~ ~ basis o£ sa~is£actory ~vld~n~e) to be the person(~) whose name(S) is/are subscribed to the within instrument, and acknowledged to me that he/she~y ~executed the same in his/he~r authorized capacity(i~sg, and that by his/~r signature ~) on the instrument the person(M), or the entity upon behalf of which the person~) acted, executed the instrument. seal. 970704 ia¢ 0080506 STATE OF COUNTY OF )) On , before me, , a notary public in and for said County, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged tome that he/she/they executed the same in h±s/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. 7 970704 lac 0080506 Attachme] CONSTRUCTION AND MAINTENANCE AGREEMENT PALO ALTO MEDICAL FOUNDATION o URBAN LANE PROJECT This Construction and Maintenance Agreement ("Agreement") is entered into this day of , 1997 by and between the Peninsula CorridorJoint Powers Board, a public agency ("JPB"), the City of Palo Alto, a California municipal corporation ("City"), the Palo Alto Medical Foundation for Research and Education, a California nonprofit public benefit corporation ("PAMF"), and the Board of Trustees of the Leland Stanford Junior University, a body having corporate powers under the laws of the State of California ("Stanford"). RECITALS A. Stanford is the owner of that certain real property located in the vicinity of the Palo Alto Transit Center, which includes the University Avenue Caltrain Station, in the City of Palo Alto, County.of Santa Clara, State of California, herein referred to as "Parcel i" and "Parcel 2," and further described in Exhibit A,~ attached hereto and incorporated herein by reference (collectively, "Property"). B. Stanford has granted a lease to the City to use Parcei 1 and the City has subleased it to the Santa Clara County Transit District, commonly known as the Santa Clara Valley Transportation Ahthority ("SCVTA"). SCVTA uses Parcel 1 for parking for its bus patrons. C. Stanford granted a license to Southern Pacific Transportation Company dated November 23, 1892 to use Parcel 2 for railroad purposes, and the JPB, as successor in interest to 3~9~3.4 "Southern Pacific Transportation Company, uses said Parcel 2 for parking for Transit Center passengers. D. PAMF desires to construct a private road ("Road") and a pedestrian/bicycle path ("Path"), including landscaping, fencing and other improvements in connection with the Road and Path, over the Property to provide alternate access to the medical facility being constructed by PAMF on real property adjacent to the Property (collectively, "Work"), as shown on the drawing attached as Exhibit B. For purposes of this Agreement, the term "Work" shall include the following: design of the Work; preliminary and construction engineering; construction of the Road and Path; temporary and permanent improvements to the Property in connection with the Work; all necessary changes to or relocations of utilities or pipelines of any kind (including any telephone, telegraph, signal, electrical’lines and appurtenances); any necessary gra~ing, drainage, roadway or culvert improvements; and any other work of every kind and character necessary to perform the Work. E. The.parties desire to set forth their understandings and agreements relating to the construction and maintenance of the Work. AGREEMENT NOW, THEREFORE, in cons~ideration of the foregoing, the parties agree Ks follows: I. Construction. The scope of this Agreement is limited to the following activi.ty: the right to enter onto the Property and construct, maintain, repair, remove, replace and operate the Work in accordance with plans approved by Stanford, 3Z6933.4 City, JPB and SCVTA, whose approval shall not be unreasonably withheld or delayed. As a condition to this Agreement, PAMF shall construct, install, maintain, repair and paint a fence that is no less than six (6) feet in height and approximately one thousand (i,000) feet in length, constructed with materials and fabric as specified by the JPB, t~ separate the bicyclists and pedestrians from the rail~oad right-of-way, as shown on the drawing attached as Exhibit C. PAMF’s use of the Property shall not materially interfere with JPB’s use of the Property, including its operation of its passenger commute rail service and operations ancillary theretO, such as operating a parking facility. PAMF agrees to keep the portions of the Property affected by the Work in good and safe condition, free from waste, to the reasonable satisfaction of Stanford, City, JPB and SCVTA. If PAMF fails to keep the Property and the Work in good and safe condition, free from waste, the~ iafter giving PAMF notice of the situation and a right to cure it in a reasonable time Stanford, City, JPB and SCVTA may perform the necessary work at the expense of PAMF, which expense PAMF agrees to pay to the party who performe~ the work. 2.Construction Costs.PAMF shall furnish, or cause to be furnished, at its sole cost and expense, all labor, materials, tools, and equipment needed to.complete the Work. The design and construction of the Work shal! comply with ai! laws, rules and regulations of the State, County, City and California Public Utilities Commission that may be applicable in connection with the Work, and with the improvement plans approved by the City. The design, construction and performance of the Work also 376933.4 - 3 - shall comply with JPB’s Standards, Volume If, "Longitudinal and Transverse Utility Encroachments." 3. Reserved Parkinq and Temporary Parking. PAMF grants to JPB the use of eight (8) vehicular parking spaces located on PAMF prOpert~ as shown on Exhibit D. Said parking spaces shall be reserved for the exclusive use by the JPB or its passengers from 5:00 a.m. to 9:00 a.m. every day of the week. Any of these parking spaces that are unoccupied by JPB or its passengers after 9:00 a.m. may be used by PAMF. At the commencement of the Work and at all times prior to completion and acceptance of the Work by the JpB, PAMF shall perform the construction on the Property in a manner to maximize the number of vehicle parking spaces available for use by JPB passengers. Additionally, PAMF shall use its best efforts to provide on property owned by PAMF as many ~ehicular parking spaces as possible to the JPB .foruse by JPB passengers. Said parking spaces Shall be as close to the University Avenue Caltrain Station as possible. 4. Riqht of Entry and Real ProDerty. Conveyances. As part of the project contemplated in this Agreement, PAMF and City will obtain all necessary rights over the Property on which the Work will be situated pursuant to a grant of easement and agreement in the form attached to this Agreement as Exhibit E. Any temporary a6cess rights required by PAMF, City or their respective contractors shall be granted pursuant to a right of entry agreement in the form attached to this Agreement as Exhibit F. City shall issue all encroachment permits necessary to effectuate the terms of this Agreement, provided that PAMF 376933.4 - 4 - satisfies all of the requirements for the issuance ~f such permits. _i PAMF shall provide, at its sole cost and .expense, all legal descriptions (including metes and bounds descriptions when necessary) required to convey or reconvey any easement license, leasehold or other interest, including without limit all permits and utility licenses needed in connection with the Work. PAMF agrees to be responsible for any costs incurred by City and/or JPB under any easement agreement or right of entry agreement executed pursuant to Section 4 of this Agreement as a result of PAMF’s performance of the Work hereunder. 5. Utility Relocations. PAMF shall b@ solely responsible, at its own cost and expense, for identifying the location of all underground and overhead utility structures (including, without limit, high pressure petroleum, gas and water pipelines, railroad signal and fiber optic lines and all other utilities of whatever nature) on, under ~r over ~hePrope[ty or other real property in the vicinity of the~--Work"(collectively, "Facilities"), and for relocating or arranging for the relocation of all said Facilities which would interfere with PAMF’s construction of the Work. PAMF shall be_rgsponsible for contacting and shall work with the owners of these Facilities to identify their exact location and arrange for relocation or other protection for t~e system prior to beginning any work on the Property. All such relocations shall be effected in compliance with Railroad’s Standards, Volume II, "Longitudinal and Transverse Utility Encroachments Manual." PAMF hereby specifically acknowledges that JPB has made. no representations or 3Z6933.4 - 5 - warranties as to the number, type or location of such Facilities in the vicinity of the Work. Prior to PAMF’s commencement of Work, Stanford, City, JPB and SCVTA shall notify PAMF of any underground structures of which such party has actual knowledge, without engaging in -independent investigation. Notwithstanding the foregoing, it shall be PAMF’s responsibility to determine the existence of any underground facilities and PAMF shall call Underground Service Alert at 1-800-642-3444 prior to beginning any work on the Property. PAMF shall contact any utility or carrier who has installed markers on the Property. In addition, PAMF shall also contact JPB’s passenger service operator, Amtrak, which can determine the location of railroad signal wires. PAMF agrees to reimburse Stanford, City, JPB and SCVTA and/or the owner(s) of any fiber optic system or other facilities which are present on the Property’for all expenses which any of the parties may incur, which expenses would not have been -incurred except by reason of the use of said Property by PAMF, its agents, employees or invitees, including relocation costs or any damages incurred by such owner due to the injury to the .~ystems. 6. Railroad Construction. JPB, in its sole discretion, may provide, or have its contractor provide, all engineering revfew, marketing and scheduling, detouring, flagging and engineering inspection required in connection with construction of said Work at PAMF’s sole cost and expense. JPB may .require PAMF to provide, at PAMF’s sole cost and expense, such services reasonably deemed necessary by JPB. 376933.4 - 6 ~ 7.Relocation/Modification of Work.Stanford and JPB shall have the right to move and relocate the Work pursuant to the provisions of the easement agreement attached hereto as Exhibit E. 8.Cost Reimbursement. a. Construction. PAMF shall reimburse JPB for any and all costs and expenses incurred by JPB in connection with PAMF’s construction of the Work, including al! costs and expenses incurred by JPB in performing its obligations under Section 6 above. All preliminary engineering, engineering inspection costs, administrative costs and costs involved due to delays to JPB’s peninsula commute service caused by the construction of the work shall be included. b. Procedure for Reimbursement. On a monthly basis, JPB shall submit to0PAMF a detailed statement Of costs and expenses that are to be reimbursed as provided in this Seution 8. PAMF shall reimburse the JPB the total specified in said statement within thirty (~0) days of PAMF’s receipt of the statement. PAMF’s failure to reimburse JPB within this time period shall be.cause for immediate termination of this Agreement. c. Audit. The books, papers, records and accounts of the parties, so far as they relate to the items o’f expense for labo~ and materials, or are in any way connected with the Work herein contemplated, shall, during normal business hours, be open to inspection and audit by the agents and authorized representatives of the parties. 376933.4 - 7 - 9. Qualitv of Work. All work contempla’ted in this Agreement shall be performed in a good and workmanlike manner to the satisfaction of the parties, and each portion shall be promptly commenced by the party obligated to do the same and thereafter diligently prosecuted to completion in its logical order and sequence. i0. Future Track Requirements. The parties to this - Agreement will cooperate with regard to the accommodation of future track requirements at the site. Ii. Maintenance. Upon completion of the construction of the Work and at all times thereafter, PAMF, at its sole ~expense, shall maintain all portions of the Work except those items indicated below. Such maintenance shall be in accordance with the minimum standards set forth in Exhibit G, which is attached hereto and incorporated by reference, unless the standards are amended in writing-~y all the parties to this Agreement. Specifically, PAMF shall maintain the Road and Patti- Road pavement, Road drainage, landscaping, Road and Path lighting, Road and Path signage and all other Road and Path improvements and facilities. PAMF shall not be obligated.to maintain high voltage electrical power transmission lines or any. other water, power, sewerage, gas or other utility transmission lines or ’fixtures owned or operated by ~i~y or other utility providers. Uponcompletion ofthe construction of the Work and a~ all times thereafter, JPB, at its sole expense, shall install and maintain any and all parking ticket machines located on the Property. The JPB shall not be responsible for any other 376933.4 8 maintenance obligations or costs for such other maintenance obligations 12. Compliance; Hazardous Materials. PAMF shall, at its expense, comply with all applicable laws, regulations, rules and orders regardless of when they become or became effective, including, without limitation, those relating to health, safety, noise, environmental protection, waste disposal and waste and air quality, and furnish satisfactory evidence of such compliance upon request to Stanford, City, JPB and SCVTA. No hazardous materials shall be handled at any time upon the Property except in-compliance with all applicable laws, regulations, rules and orders. Should any discharge, leakage, spillage, emission or pollu~ion of any type occur upon or arise on the Property as a result of PAMF’s presence, operations, or exercise of the rights herein granted, PAMF shall at its expense be obl~gated to repair all prop~r~y affected thereby. With respect to any property o~ned or ~ontrolled by Stanford, City, JPB and SCVTA, any of those.-parties may, at their sole option, clean the Property; if Stanford, City, JPB and/or SCVTA elects to do so,.PAMF shall pay the cost of such cleanup promptly upon the receipt of a bill therefor. PAMF agrees to investigate, release, indemnify and defend Indemnitees, as defi~ed below, from and against all liability, cost~ and expense (including without limitation, any fines, penalties, judgments, litigation costs and attorney fees) incurred by Indemnitees as a result of such discharge, leakage, spillage, emission or pollution,arising from use of the Property by PAMF, its officers, agents or employees, regardless of whether 376933.4 9 such liability, cost or expense arose during the time this’ Agreement is in effect or thereafter. 13. Indemnity. PAMF shall fully release, indemnify, hold harmless and defend the City, SCVTA, Stanford, JPB, the San Mateo County Transit District, the.National Railroal Passenger Corporation ("Amtrak"), the City and County of San Francisco, Southern Pacific Transportation Company, the successors and assigns of any of them, and/or their respective officers, directors, trustees, employees, contractors and agents (collectively, "Indemnitees") from and against all liability, claims, suits, sanctions, costs or expenses for injuries to or death of any person (including, but not limited to, the passengers, employees and Contractors of Indemnitees), and damage to or loss of property (including, but not limited zo, property owned, leased, occupied or used or in the care, custody or control of Indemnitees), arising~6ut of or in connection with design, construction, maintenance, repair or use of the Road and the Path by PAMF, its contractors, invitees, agents or employees. PAMF understands that the Work involves constructing a roadway throughand a pathway adjacent to a public parking lot and that its indemnity obligations herein include any and all increased liability involving the use of such roadway and pashway. PAMF also shall fully release, indemnify, hold harmless and defend the Indemnitees and-each of them against any and all liability, claims, suits, actions, costs or expenses that may be brought by any contractor or subcontractor performing work in connection with or related to the Work. PAMF’s obligation t~ defend shall include the payment of all reasonable attorneys’ fees and all 376933.4 - i0 - other costs and expenses of suit, and if any judgment is rendered against any Indemnitee, PAMF shall, at its expense, satisfy and discharge the same.~ IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH INDEMNIFIES THE INDEMNITEES FOR THEIR OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE IS ACTIVE OR PASSIVE, OR IS THE SOLE OR A CONCURRING CAUSE OF THE INJURY, DEATH OR DAMAGE PROVIDED THAT SAID INDEMNITY SHALL NOT PROTECT INDEMNITEES FROM LIABILITY FOR DEATH, INJURY OR DAMAGE ARISING SOLELY OUT OF THE CRIMINAL ACTIONS OR INTENTIONAL MISCONDUCT OF INDEMNITEES.This indemnity shall survive the termination of this Agreement. 14. ~Insurance and Bondinq. PAMF and its construction contractor(s) ("Contractor") shall maintain in full force and effect, until completion and acceptance of the Work, the following policies of insurance: a. Workers’ Compensation and Employers’ Liability insurance. PAMF and its Contractor shall secure the payment of Workers’ Compensation to its employees performing Work on the Property, as required by Section 1860 of the California Labor Code (Chapter i000, Statutes of 1965), or any subsequent amendments or successor acts thereto governing the liability of employers to their employees. Workers~ Compensation shall be in accordance with the provisions of Section 3700 of the California Labor Code (and any amendments thereto or successor acts or statutes). PAMF and its Contractor shall also maintain Employer’s Liability coverage with minimum limits of $5 million. 376933.4 - II - PAMF and its Contractor shall furnish Stanford, the City, JPB and SCVTA with the Certificate(s) of Insurance required hereunder prior to the commencement of Work. The Certificate(s) shall also provide that PAMF’s and its Contractor’s policy will not be cancelled without thirty (30) days prior written notice. b.Commercial General Liability Insurance. PAMF and its Contractor shall, at their own cost and expense,, also procure and maintain Commercial General Liability insurance for the Work which shall include as additional insureds Stanford, City, JPB, SCVTA, the City and County of San Francisco, the San Mateo County Transit District, the National Railroad Passenger Corporation ("Amtrak"), Southern Pacific Transportation Company and their respective directors, officers, trustees, employees and agents while acting in such capacity, and their successors or assignees, as they now, or as they may hereafter be constituted, singly, jointly or severally (collectively, "Insureds"). Insurance shall provide bodily injury and property damage coverage with a combined single limit of at least $5,000,000 each occurrence, or claim and a general aggregate limit of at least $I0,000,000. This insurance shall include but not be limited to premises.and operations; contractual liability covering the indemnity provisions contained in this Agreement and the easement agriement and right of entry agreement tO be entered into by and among some or all of the parties to this Agreement to convey the permanent and temporary property rights needed to complete and maintain the Work; personal injury; explosion, 376933.4 - 1 2 - collapse, and underground coverage, products and completed operations, and broad form property damage. Prior to commencing the Work or entering onto the Property, PAMF and its Contractor shall file a Certificate(s) of Insurance with the Sta~ford, City,,JPB and ~CVTA evidencing coverage, and upon request, a certified-duplicate original of the policy. Said Certificate(s). shall stipulate: (i) The insurance company(ies) issuing such policy(ies) shall give written notice to Stanford, City, JPB and SCVTA of any material alteration, or reduction in aggregate limits, if such limits apply, and provide at least thirty (30) days’ notice Of cancellation. (2) That the policy(ies) is Primary Insurance and the insurance company(ies) providing such policy(ies) shall be liable thereunder for the full imount of any loss or claim which PAMF or its Contractor are liable for under.~this Section, up to and including the total limit of liability, without right .of contribution from any other insurance ~effected or which may be effected by the Insureds. (3) The policy shall also stipulate: Inclusion of the Insureds as additional insureds shall not in any way affect its rights either as respects any claim, demand, suit or judgment made, brought or recovered against PAMF ~nd its Contractor. Said policy shall protect PAMF and its Contractor and the Insureds in the same manner as though a separate policy had been issued to each, but nothing in said policy shall operate to increase the insurance company’s liability as set forth in its policy beyond the amount or amounts shown or to which the insurance company. 376933.4 - 13 - would have been liable if only one interest had been named as an insured. c.Railroad’s Protective Liability Insurance. The JPB shall provide Railroad Protective Liability Insurance through its blanket Railroad Protective Insurance Policy with limits of liability of not less than $5,000,000 per occurrence, co.mbined single limit, for Coverages A and B, for losses arising out of injury to or death of all persons, and for physical loss or damage to 0r destruction of property, including the loss ofuse thereof, arising from the Work, with a $I0,000,000 annual aggregate. The cost of such coverage under the JPB’s policy shall be paid by PAMF and/or PAMF’s Contractor to JPB prior to commencing Work or entering onto the Property. d.Automobile Liability Insurance. PAMF and its Contractor shall, at their own cost and 4xpense,.procure and maintain Automobile Liability insurance providing bodily injury and property damage with a combined single limit of at least $5,000,000 per occurrence for all owned, non-owned and hired automobiles. This insurance shall provide contractual liability covering all motor vehicles and mobile equipment to the extent coverage may be excluded from general liabilihy insurance. Such insurance shall include the Insureds as additional fnsuredo 376933./+- 14 - e.ProDerty Insurance. PAMF and its Contractor shall, at their own cost and expense> procure and maintain property insurance to protect their interest in the equipment to be used in performance of the Work and any interest o~ Stanford, City, JPB and SCVTA in materials or property to be installed, covering al! risks of physical loss or damage to such equipment and materials. The coverage under such policy shall have limi0ts of liability adequate to protect the value of the equipment and materials to be installed. If desired, PAMF and its Contractor may choose to self-insure this exposure, but in no instance shall Stanford, City, JPB and SCVTA beresponsible for such loss or damage, unless caused by their sole negligence. All insurance specified above shall remain in force until theWork is satisfactorily completed, all of PAMF and .its Contractor’s personnel and equipment have been removed from the Property, and the Work has been formally accepted. If any insurance specified above shall be provided on a claim-made basis, then in addition to coverage requirements above, such policy shall provide that: (I) Policy retroactive date coincides with or precedes the PAMF and its Contractor’s start of Work (including subsequent policies purchased as renewals or replacements). (2~ PAMF and its Contractor will make every effort to maintain similar insurance for at least three (3) years following project completion, including the requirement of adding all additional insureds. 376933.4 - 1 5 - (3) If insurance is terminated for any reason, PAMF and its Contractor agree to purchase an extended reporting provision of at least two (2) years to report claims arising all Work performed. (4) Policy allows for reporting of circumstances or incidents that might give rise to future claims. In addition to the requirements described above, any additional coverages required by the United States Department of Transportation, the Environmental Protection Agency and/or related state and local laws, rules and regulations shall be complied with. PAMF and its Contractor shall, obtain all permits, licenses and Other forms or documentation which are required and forwardthem to Stanford, City, JPB and SCVTA with the required evidence of insurance. All policies will be issued by insurers acceptable to Stanford, city, JPB and SCVTA. ¯ (f) Performance Bond. PAMF shall assure that each of its Contractors shall maintain in full force and effect, until completion (including clean up) and acceptance of the Work, performance bonds in the amount of the contract price, naming PAMF as beneficiary thereon. 15. Construction on Railroad Proper~. The awarded contract shall include the provisions set forth in Exhibit H, which is attach~ to this Agreement and incorporated into it by this reference. PAMF shall not commence Work or enter onto the Property for any purpose, unti!: (.a) PAMF and its Contractor has signed the right of entry agreement attached to this Agreement as Exhibit F; 3Z6933.4 - 16 - (b) PAMF has furnished to Stanford, City, JPB and SCVTA a copy of said right of entry agreemen~ execdted by PAMF " and its Contractor and a certificate of insurance evidencing the procurement of the insurance required herein; and, (c) Sta~ford, City, JPB and SCVTA have advised PAMF by letter that the limits, .form, and wording of said insurance certificate are satisfactory. PAMF and its Contractor shall give ten (I0) working days notice to Stanford, City, JPB and SCVTA before commencing any Work upon or adjacent to the Property, and shall observe all rules and regulations of Stanford, City, JPBand SCVTA with respect thereto. All the Work shall be done at such times and in such manner as.not to interfere with or endanger the operations of JPB or SCVTA. 16. Dispute Resolution. Any claim, controversy, action or proceeding arising out o5 or relating .to this Agreement Or to any document, instrument or exhibit executed pursuant to this Agreement shall be tried within the County of San Mateo, by a judge pro tem appointed pursuant to Article VI, Section 21 of the California Constitution and Rule 244 of the California Rules of Court. Said judge is to be selected by counsel for the parties from a list of retired judges furnished by the presiding judge of the County of San Mateo. If counsel are unable to select a judge pro tem said judge will be selected by the presiding judge from the list provided. Each party shall pay its pro rata share of the fee for the judge pro tem. Each party shall be~r its own fees and expenses in such proceedings and the prevailing party shall not 376933.4 - 17 - be entitled to reimbursement from the losing party for any such fees or expenses. The judge pro tem shall have the authority to try and decide any or all of the issues in the claim, controversy, action or proceeding, whether ~f fact or ef law, and to report a statement of decision thereon. In any proceedings before the judge pro tem, the issues are to be determined under the statutory and decisional law of the State of California. All local and California Rules of Court shall be applicable to any proceeding before the judge pro tem. All proceedings shall be conducted on.consecutive dates without postponement or adjournments. 17. Notices. All notices, payments, requests, demands and other communications to be made or given under this Agreement shall be in writing and shall be deemed to have been duly given on the dat~ of service if served ~ersonally or on the second day after mailing if mailed to the party to whom notice is to be given .by first class mail, registered or certified, postage prepaid and properly addressed as follows: 376933.4 Stanford: City : PAMF : The Board of Trustees of the Leland Stanford Junior University Stanford Management Company 2770 Sand Hill Road Menlo Park, CA 94025 Attention: Lands Management City of Palo Alto 250 Hamilton Avenue P.O. Box 10250 Palo Alto, CA 94303 Palo Alto Medical Foundation for Research and Education 300 Homer Avenue Palo Alto, CA 94301 Attention: Administrator -18- JPB:Peninsula Corridor Joint Powers Board 1250 San Carlos Avenue San Carlos, CA 94070 Attn: Executive Director SCVTA:Santa Clara Valley Transportation Authority 3331 North First Street San Jose, CA 95134-1906 Attn.: General Manager 18.. Governinq Law. This Agreement shall be interpreted, "construed and enforced in accordance with the laws of the State of California as applied to contracts that are made and performed entirely in California. 19. Successors. This Agreement shall be binding upon and shall inure to the benefit of the ~respective successors and assigns of the parties hereto. The covenants made by PAMF as set forth in this Agreement shall be perpetual, and shall constitute covenants running with the land. It is further understood and agreed that SCVTA shall be entitled to the benefit of, and may fully enforce, the provisions of this Agreement relating to or affecting the interests of SCVTA. 20. Amendments. This Agreement may be amended only in a writing that is executed by all the parties hereto. 21. Entire Aqreement. This Agreement constitutes the entire agreement of the parties with respect to its subject matter and supersedes any prior or contemporaneous oral or written understaidings on the same subject. The parties intend this Agreement to be an integrated agreement. 22. Memorandum of Aqreement. The parties agree that each shall execute a Memorandum of Construction and Maintenance 376933.4 - 1 9 - Agreement for the purpose of giving record notice of the terms and conditions of this Agreement. 23. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute’a, single agreement. 24. Attorneys’ Fees. If any~legal proceeding should be instituted by any of the parties to enforce the terms of this Agreement or to determine the rights of the parties under this Agreement, the prevailing party in. the proceeding shall receive, in addition to all court costs, reasonable attorneys’ fees. IN WITNESS W~EREOF, the parties have entered into this Agreement on the date first written above with the intent to be intentionally bound. THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY By: Stanford Management Company By: Name: Its: CITY OF PALO ALTO By: Name: Its: 37’6933.4 - 2 0 - Approved as to-Content: Public Works Director Approved as to Form: Sr. Assistant ~ity Attorney PENINSULA CORRIDOR JOINT POWERS BOARD By: Its: Approved as to Form: Attorney for the JPB PALO ALTO MEDICAL FOUNDATION FOR RESEARCH AND EDUCATION By: Name: Its: 376933.4 - 21 - GRAPHIC SCALE 2OO 0 ~00 ~00 ! inch = 200 .I EXHIBIT "D~--’~ ~ ALMA STREET EXHIBIT "C2" EXHIBIT "~" EXHIBIT "82" LANDS OF P~O ALTO MEDICAL FOUNDATION EXHIBIT INDEX SHEET OVI~R 296174 296174 A.P. NO. 120-32-023 APPROVED/PREPAKED BY: CHECKED BY: CITY APPROVAL: CHECKED BY: Mike Gardner Timothy D. Sandis LEGAL DESCRIPTION PARCEL "A" All that certain real property situate inthe City of Palo Alto County of Santa Clara, State of California, described as follows: Commencing at a point of intersection between the center line of University Avenue in the City of Palo Alto and the Southwesterly line of the Palo Alto Station Grounds, said Station Ground line being a common boundary between said Station Grounds as described in that certain easement of Leland Stanford to the Southern Pacific Railroad Company, dated November 23, 1892, and recorded October 28, 1915, in Volume 435 of Deeds at page 244, Santa Clara County Records in which the bearing of said line is called South 51 * 28’ East, and lands described in that certain lease of The Board of Trustees of Leland Stanford Junior University to the City of Palo Alto, dated June 10, 1915 and recorded September 23, 1915, in Volume P of Leases at page 333, et seq., Santa Clara County Records in which the bearing of said line is called North 51 * 45’ West; Thence South 51 * 28’ 00" East, along said Northwesterly line a distance 275.18 feet to the True Point of Beginning; Thence along a line that bears South 51" 28’ 00" E, a distance of 761.72 feet, said line being the Northeasterly boundary line of Parcel 2 of Lot 38 as shown on the certain map entitled "Survey of Lots 37 and 38 Stanford University Lands Palo Alto, California" dated August 1955, sheet 2 of 2 sheets; Thence North 71" 02’ 11" East, a distance of 107.28 feet; Thence North 52" 28’ 44" West, a distance of 819.49 feet; Thence South 38* 32’ 00" East, a distance of 76.00 feet to the True Point of Beginning. Containing a total area of 65,594 square feet more or less. Said parcel "A" is shown on the attached exhibit "A2" and made a pan hereof. END OF DESCKiPTION EXHIBIT "AI" G:~96174.128 COMMEN( EMENT < _L "28’00"E z GRAPHIC SCALE 200 0 1OO 2O0 ( IN FEET ) I inch = 200 ft. ALMA sTREET 0 I LANDS OF PENINSULA CORRIDOR-JOINT POWERS BOARD N 52"28’44"W 819,49’ AREA=65,594 SF 1.504 ACRES E POINT $51 "28’00"E 761.72’ OF BEGINNING)O"W PARCEL 2 OF LOT 38 76.00’ SURVEY OF LOT 37 AND 38 STANFORD UNIVERSITY LANDS (UNRECORDED) LANDS OF STANFORD UNIVERSITY BOARD OF TRUSTEES N71 "02’11"E 107.28’ LANDS OF PALO ALTO MEDICAL FOUNDATION EXHBIT "A2" ~88-EGRES8 EASi~’EN~SH~|ST/U~:OF~ UNVERSITY TO e) TIE CITY OF PALO ALTO PALO ALTO OALFOFIMA OF" 2 SH ~’~’rs 296174 A.P. NO. 120-32-016 APPROVED/PREPARED BY: CHECKED BY: CITY APPROVAL: CHEC .KED BY: LEGAL DESCRIPTION PARCEL "B" Mike Gardner Timothy D. Sandis All that certain real property situate in the City of Palo Alto County of Santa Clara, State of California, described as follows: Commencing at a point of intersection between the centerline of University Avenue in the City of Palo Alto and the Southwesterly line of the Palo Alto Station Grounds, said Station Ground line being a common boundary between said Station Grounds as described in that certain easement of Leland Stanford to the Southern Pacific Railroad Company, dated November 23, 1892, and recorded October 28, 1915, in Volume 435 of Deeds at page 244, Santa Clara County Records in which the bearing of said line is called South 51 * 28’ East, and lands described in that certain lease of The Board of Trustees of Leland Stanford Junior University to the City of Palo Alto, dated June 10, 1915 and recorded September 23, 1915, in Volume P of Leases at page 333, et seq., Santa Clara County Records in which the bearing of said line is called North 51" 45’ West; Thence South 51 * 28’ 00" East, along said Northwesterly line, said line being the Northeasterly boundary line of Parcel 2 of Lot 38 as shown on the certain map entitled "Survey of Lots 37 and 38 Stanford University Lands Palo Alto, California" dated August 1955, sheet 2 of 2 sheets, a distance 972.94 feet to the Tree Point of Beginning; Thence continuing along said line, South 51" 28’ 00" East 63.97 feet; Thence South 71 * 02’ 11" West, a distance of 34.37 feet,-_’~- Thence North 18" 57’ 49" West, a distance of 53.95 feet to the TruePoint of Beginning. Said Parcel containing a total area ot"927 square feet, more or less. This legal description shown on attached Exhibit "B2" and by reference, made a part thereof. END OF DESCRIPTION EXt-IIB IT "B 1" ". G:k296174a.701 GRAPHIC SCALE 200 0 ~C~200 ( IN FEET ) ! inch = 200 fL ALMA STREET POINT OF t LANDS OF PENINSULA =_...r-~CORRIOOR-JOINTPOWERS BOARD N52"28’44"W 819,49’ PROPOSED INGRESS- EGRESS EASEMENT $51"28’00"E EXHIBIT "B2" LANDS OF PALO ALTO MEDICAL FOUNDATION A.P. NO. 120-32-012 APPROVED/PREPARED BY: CHECKED BY: CITY APPKOVAL: CHECKED BY: ~Mike Gardner Timothy D. Sandis LEGAL DESCRIPTION PARCEL "C" All that certain real property situate in the City of Palo Alto County of Santa Clara, State of California, described as follows: Being all of Parcel 1B as described in the quitclaim deed filed for record August 7, 1981 at Document No. 7133313 Santa Clara County Records and more particularly described as follows: Commencing at a point of intersection between the center line of University Avenue in the City of Palo Alto and the Southwesterly line of the Palo Alto Station Grounds, said Station Ground line being a common boundary between said Station Grounds as described in that certain easement of Leland Stanford to the Southern Pacific Railroad Company, dated November 23, 1892, and recorded October 28, 1915, in Volume 435 of Deeds at page 244, Santa Clara County Records in which the bearing of said line is called South 51"28’ East, and lands described in that certain lease of The Board of Trustees of Leland Stanford Junior University to the City of Palo Alto, dated June 10, 1915 and recorded September 23, 1915, in Volume P of Leases at page 333, et seq., Santa Clara County Records in which the bearing of said line is called North 51" 45’ West; Thence South 51" 28’ 00" East, along said Northwesterly line a distance 113.68 feet to the True Point of Begirming; Thence along a line that bears South 51" 28’ 00" E, a distance of 161.50 feet, said line being the Northeasterly boundary line of Parcel 2 of Lot 38 as shown on the certain map entitled "Survey of Lots 37 and 38 Stanford University Lands Palo Alto, California" dated August 1955, sheet 2 of 2 sheets; Thence North 38* 32’ 00" East, a distance of 76.00 feet; Thence North 51 * 28’ 00" West, a distance of 94.50 feet; Thence South 38* 32’ 00" East, a distance of 26.00 feet; Thence North 51 * 28’ 00" West, a distance of 87.45 feet; Thence Southwesterly, along the are of a non-tangent curve to the right, whose radial bears South 77* 47’ 18" east, having a radius of 380.00 feet, through a central angle orS* 09’ 06", for an arc length of 54.06 feet to the True Point of Beginning; C Containing a total area of 11,008 square feet more or less. ~~~-) Said parcel "C" is shown on the attached exhibits "C2 and C3" and made a part here . ~ EXHII~IT "C 1" I I UNDER~ASS t I t I z0 << GRAPHIC SCALE 2O0 0 Ioo 200 I ( m fEET ) ! inch = 206 ft. ALMA STREET -SEE PAGE 3 OF 3 EXHIBIT "C2" i,I Z GRAPHIC SCALE 50 0 25 50 ( IN FEET ) l. inch = ’50 fL. ~=0~’09’06" R=380.00’ L=54.06’ LANDS OF PENINSULA CORRiDOR-JOInT POWERS BOARD ~ NS~’OO"W ~,~0’ T-~ IX"=------- $38’32’00"W iNS1"28’OO"W 87.45’ \- I __Sa1"28__’DO’Lll__3.BB__.’ __ __=~ - - 26.00’ AREA= 11,008 SF 0.253 ACRES 161.50’ POINT OF -..-. I COMMENCEMENT TRUE I~C~iN~-- OF BEGINNING. I PARCEL 2 OF LOT 38 SURVEY OF LOT 37 AND 38 STANFORD UNIVERSITY LANDS (UNRECORDED) LANDS OF STANFORD UNIVERSITY BOARD OF TRUSTEES - ----- EXHIBIT "C3" SANDiS IUMBER JONES lw OAI~ : 06/26/97 ~’"~ STAI~ORD L,I~/ERSlTY TO 3~W~ ~296174 !P~O ~TO C~or ~ shins 296174 A.P. NO. 120:32-016 APPROVED/PREPARED BY: CHECKED BY: CITY APPROVAL: CHECKED BY: Mike Gardner Timothy D. Sandig LEGAL DESCRIPTION PARCEL "D" All that certain real property situate in the City of Palo Alto County of Santa Clara, State of California, described as follows: " Commencing at a point of intersection between the center line of University Avenue in the City of Palo Alto and the Southwesterly line of the Palo Alto Station Grounds, said Station Ground line being a common boundary between said Station Grounds as described in that certain easement of Leland Stanford to the Southern Pacific Railroad Company, dated November 23, 1892, and recorded October 28, 1915, in Volume 435 of Deeds at page 244, Santa Clara County Records in which the bearing of said line is called South 51" 28’ East, and lands described in that, certain lease of The Board of Trustees of Leland Stanford Junior University to the City of Palo Alto, dated June 10, 1915 and recorded September 23, 1915, in Volume P of Leases at page 333, et seq., Santa Clara County Records in which the bearing of said line is called North 51" 45’ West; Thence South 51" 28’ 00" East~ along said Northwesterly line a distance 113.68 feet to the True Point of Beginning; Thence along a line that bears South 51" 28’ 00" East, a distance of 41.66 feet, said line being the Northeasterly boundary line ofParcel 2 of Lot 38 as shown on the certain map entitled "Survey of Lots 37 and 38 Stanford University Lands Palo Alto, California" dated August 1955, sheet 2 of 2 sheets; Thence South 38* 32’ 00" West, a distance of 1.68 feet; Thence North 62* 5Y 44" West, a distance of 34.84 feet; Thence North 62° 5Y 44" West, a distance of 5.22 feet to a point ofnon-tangency, said point being on the Northwesterly line of said Parcel 2 of Lot 38; Thence from a tangent bearing of North 14" 01’ 03" East, Northeasterly along a curve to the left, said curve being concave to the Northwest, having a radius of 380.00 feet, a central angle of 01 ° 01’ 3 5", and an arc length of 6.81 feet to the True Point o~’Beginning. Containing a total area of 218 square feet more or less. Said parcel "D" is shown on the attached exhibit "D2" and made a part hereof. END OF DESCRIPTION EXHIBIT "D 1" / G:~96174.701 GRAPHIC SCA_LE 2OO 0 Ioo 2OO ( m ~E~.T ) 1 inch = 200 ft ALMA STREET TRUE POINT OF BEGINNING LANDS OF PENINSULA j ,._j----CORRIDOR-JOINT POWERS BOARD . ’ -°’LANDS OF/I ~ o ,~ ~ . LANDS OF PENINSULA ......................................L~DS OF ’ ~=01"01 ’35" R=380.00’ L=6.81’ S51"28’OO"E 41.66’ 1.68 DET/~L 1"=20’ ~N2Z59’O~W 5.22’ \ \ ~ PROPOSED INGRESS- EGRESS ~E~ENT EXHIBIT "D2" 0~I~= 06/26/97 f ANDIS gUMBER JONES i LEGEHD: i LEGEND: inch = 60 FEET Recording at no charge, in accordance with Government Code Section 6103 at the request of, and when recorded return to: City of Palo Alto/Real Estate 250 Hamilton Avenue P.O. Box 10250 Palo Alto, CA 94303 PROJECT: APN: P r)ST ’ql ORD 120-32-012, 023, 028 EASEMENT AGREEMENT THIS EASEMENT AGREEMENT is made and entered into this day of , 1997, by and between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY, a body having corporate powers under the laws of the State of California, (hereinafter referred to as "Grantor") and THE CITY OF PALO ALTO, a California municipal corporation (hereinafter referred to as "Grantee’). This Easement Agreement is consented to by Peninsula Corridor Joint Powers Board ("Licensee"), the current Licensee of the Real Property (as defined below). WITNESSETH 1. For valuable consideration, receipt whereof hereby is acknowledged, subject to the terms and conditions of this Easement Agreement, Grantor hereby grants and conveys unto Grantee a nonexelusive easement and right of way (the "Easement’9 for the construction, installation and use of street and roadway improvements, a pedestrian/bicycle path, and landscaping, fencing and other related improvements on a portion of that certain parcel of real property in the County of Santa Clara, State of California described in attached Exhibit A (the "Easement Property"), together with a nonexelusive right of ingress and egress and the right to pass and repass over, along, across, under, and upon the Easement Property, for the purpose set forth above and for no other purpose. Grantee may relocate any public utilities located on the Easement Property as necessary to construct the street and roadway improvements; provided that Grantee does not increase the burden or amount of public utilities on the Easement Property over that currently in existence. All of the street and roadway improvements, pedestrian/bicycle path, and landscaping, fencingand other related improvements are herein referred to collectively as the "Improvements.. 2. Prior to commencement of the construction of any of the Improvements, Grantee shall obtain Grantor’s and Licensee’s written consent to the design;materials and location therefor, which consent shall not be unreasonably withheld; provided that such egnsent shall not FA970970.043119310-016 give or be deemed to. giye Grantor or Licensee any liability or responsibility for the design, materials or location of any Improvements. 3. Grantee, its successors and assigns, shall be. responsible and pay for: (a) the excavation, drilling, and boring of any land, paved areas, and access roads for, and the construction, continued maintenance, inspection, alteration, replacement, relocation, and repair of all Improvements; (b) the prompt back filling of any trench at the Easement Property resto.ring the surface of the Easement Property as nearly as 15ossible to its preexeavation condition; and (c) the full and complete repair in a first class workmanlike manner of, or the reimbursement to Grantor and/or Licensee for any damage Grantee might cause to the Easement Property and to any other utility lines service, landscaping, paving, fences, and other improvements now or hereafter running through or in any portion of the Easement Property. 4. Grantee shall give Grantor and Licensee not less than five (5) business days written notice before e0mmeneing any activity with respect to the Easement, including any excavation, construction, or installation of any Improvements. All activity undertaken pursuant to this Easement Agreement shall be performed so as not to block or obstruct the driveways and streets in the areas of the Easement Property and so as not to interfere with the conduct of Licensee’s business. 5. Grantee, its successors and assigns, shall indemnify, defend, and save harmless Grantor and Licensee, and their respective trustees, directors, officers, agents, employees, successors, and assigns, from and against any and all losses, costs, damages, liabilities, expenses, claims, or demands of whatsoever character, direct or consequential, arising out of or in any way connected with the design, construction, installation, maintenance, repair removal, use or _ condition of the Improvements or the use of the Easement Property, including, but without limi..ting the generality of the foregoing, injury or death of persons and damage to or loss of property arising out of the exercise by Grantee or any of the Grantee’s contractor’s, agents or employees, or any of their respective successors and assigns of any right granted hereunder. Grantee shall maintain the types of insurance at the limits specified in the attached Exhibit B throughout the term of this Easement Agreement. 6. It is expressly provided that Grantor or Licensee may reasonably require Grantee to move and relocate the Easement Property and the Improvements at any time upon ninety (90) days.prior written n0tiee. In such event, Grantor shall designate .an alternate easement location that will provide reasonably.adequate functional utility as the location described in Exhibit A. In the event Such relocation is on Licensee’s leased premises, Grantor shall obtain Licensee’s prior consent to the new location. Grantor shall not unreasonably require Grantee to remove and relocate the Improvements and the Easement Property. Grantee shall never have any fight to any particular location or configuration of the Easement. The relocation of the Easement shall not prevent Grantor or Licensee from requiring Grantee to make any future relocations. Upon receipt of such notice, Grantee, at Grantee’s sole cost and expense, shall promptly relocate the Improvements to the relocated easement area as designated in writing by Grantor, all such work to-be performed subject to and in accordance with the terms of this Easement Agreement. 2 FA970970,043 Neither Grantor nor Licensee shall be liable to Grantee or to any other party ~r any direct o~ consequential damages resulting from any interruption of services or a result of such relocation. 7. The Easement hereby granted shall cease and terminate upon (a)the failure of Grantee, or its successors or assigns, to fulfill any of its responsibilities or obligations as set forth herein or in the Construction and Maintenance Agreement dated of even date herewith, a memorandum of which was recorded on as Instrument No. in Book~ Page m in the office of the Santa Clara County Recorder, within thirty (30) days after receipt of written notice from Grantor or Licensee of such failure, (b)the nonuse of this Easement or any portion thereof for the purposes set forth herein for a period of two (2) consecutive years, (e) the sale, cancellation, termination, or transfer by Grantee of its agreement with the Palo Alto Mrdical Foundation for its use of the rights granted herein, or (d). the nonuse of the roadway improvements as an access road for a period of two (2) consecutive years. Upon the happening of any of the above events, all right, title and interest of Grantee, in and to the Easement shall terminate and revert to Grantor, subject to the fights of Licensee. 8. If Grantor deems it necessary, Grantee shall pay Grantor’s costs and expenses for an on-site Grantor-designated archaeological consultant during any excavation undertaken in conjunction with this Easement Agreement. When the consultant deems it necessary to investigate the possible presence of, or to protect, archaeological artifacts, such archaeological consultant shall have the authority to halt the excavation work in the area subject to such investigation. Grantee shall comply with the consultant’s requests regarding the protection, removal or reburial of such artifacts or the temporary or permanent cessation of excavation or construction of the utilities. In the event that cessation of excavation is required, Grantee shall restore the affected portion of the easement, and any other property affected by construction, to the condition it was prior to the commencement of the construction of the utilities. Any archaeological artifacts discovered on the Easement Property shall belong to Grantor. Grantor and its consultant shall not be liable for any losses, costs, damages, expenses or liabilities, direct or consequential, that may result from cessation of excavation or construction of the utilities, or other compliance with the provisions of this paragraph 8. 9. Upon termination of this Easement for any reason, Grantee, or its successors or assigns, shall, if requested in writing by Grantor, remove all Improvements, and diligently restore the Easement Property, and any other property affected by the construction, as nearly as possible to the condition prior to construction of the Improvements. Upon termination of the Easement or any portion thereof, Grantee shall make, execute, acknowledge, and deliver to Grantor a quitclaim deed conveying to Grantor all right, title, and interest herein conveyed to Grantee as to the portion of the Easement so terminated. 10. This Easement Agreement constitutes the sole agreement and understanding between the parties with respect to the Easement and supersedes all prior agreements, easements and understandings, whether oral or written, with respect thereto. This Easement Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 3 FA970970.043 11 ~ This Easement Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Easement Agreement effective as of the date first above written. THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY; By Stanford Management Company By: Name: Title: CITY OF PALO ALTO City Manager APPROVED AS TO CONTENT: Public Works Director APPROVED AS TO FORM Sr. Assistant City Attorney PENINSULA CORRIDOR JOINT POWERS BOARD By: Name: Title: APPROVED AS TO FORM Attorney for JPB 4 FA970970.043 EXHIBIT A EASEMENT PROPERTY FA970970.043 5 EXHIBIT B INSURANCE REQUIREMENTS [ add the insurance provisions from the Construction and Maintenance Agreement and add additional provision providing for self insurance and for readjustment of insurance requirements if any party deems the insurance le~,els then inadequate] 6 FA970970.043 ~ STA~’E OF CALIFORNIA COUNTY OF On before me,., Notary Public, personally appeared NAME(S) OF SIGNER(S) [] personally known tome - OR o [] proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) islare subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. SIGNATURE OF NOTARY ,-,-----OPTIONAL SECTION--..-- CAPACITY CLAIMED BY SIGNERThough statute does not require the Notary to fill in the ¢ista below, doing so may proveinvaluable to persons relying on the document. ’11 INDIVIDUAL 11 CORPORATE OFF!CER(S) ~LE(S) 11 PARTNER(S) 11 LIMITED r=l GENERAL r=1 ATI’ORNEY-IN-FACT 11 TRUSTEE(S) [] GUARDIAN/CONSERVATOR [] OTHER: SIGNER IS REPRESENTING: Name of Person(s) or Entity0es) THIS CERTIFICATE MUST BE All’ACHED TO THE DOCUMENT DESCRIBED AT RIGHT: Though the data requested hem is not required by law, it could prevent fraudulent mattachment of this form. ---===-OPTIONAL SECTION~ Title orType of Document Number of Pages Date of Document Signer(s) Other Than Named Above ©1993 National Notary Association, Canoga Park, CA FA970970.043 STATEOF CALIFORNIA., }.COUN’FY OF On before me,, Notary Public, personally appeared [] personally known to me - OR o .NAME(S) OF SIGNER(S) proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscn’bed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by hisiherith.eir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. SIGNATURE OF NOTARY =-===-OPTIONAL SECTION-=~- CAPACITY CLAIMED BY SIGNER ,= Though statute does not require the Nota~/to fill in the data below. doing so may proveinvaluable to persons relying on the document. [] INDIVIDUAL [] CORPORATE OFFICER(S) Trn.E(s) [] PARTNER(S) I"1 LIMITED E] GENERAL []ATi’ORNEY-IN-FACT []TRUSTEE(S) []GUARDIAN/CONSERVATOR []OTHER: SIGNER IS REPRESENTING: Name of P .e~(s).or Enl~ty(ies) THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBEDAT RIGHT: Though the data requested here is not required by law, it could prevent fraudulent reattachment of this form. =’=’-----OPTIONAL SECTION.----=- Title orType of Document ’ Number of Pages Date of Document Signer(s) Other Thar~ Named Above ©1993 National Notary Association, Canoga Park, CA FA970970.043 STATE OF CALIFORNIA COUNTY OF On before me,, Notary Public; personally appeared [] personally known NAME(S) OF SIGNER(S) to me - OR = [] proved to me on the "basis of satisfactory evidence to be the person(s) whose name(s) islare subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. SIGNATURE OF NOTARY --===-OPTIONAL SECTION-=.--= CAPACIT~ CLAIMED BY SIGNER "i’llough statute does not require the Notal~ to fig in the data below, doing so may prove invaluable to persons relying on the documenL [] INDIVIDUAL [] CORPORATE OFFICER(S) "nTLE(S) ’ [] PARTNER(S) [] LIMITED i"1 GENERAL []ATTORNEY-IN-FACT []TRUSTEE(S) []GUARDIAN/CONSERVATOR []OTHER: SIGNER IS REPRESENTING: Name of Person(s) or Enl~ty(ies) THIS CERTIFICATE MUST BE A’FI’ACHED TO THE DOCUMENT DESCRIBED AT RIGHT: Though the data requested here is not required by law, it could prevent fraudulent re.attachment of this form. -=-=-=OPTIONAL SECTION---,,,= Title orType of Document Number of Pages Date of Document Signer(s) Other Thar~ Named Above ©1993 National NotaW Association, Canoga Park, CA FA970970.O43 RIGHT OF ENTRY AGREEMENT THIS RIGHT OF ENTRY AGREEMENT (this "Right of Entry Agreement") is entered into as of ,1997, by and between the Palo Alto Medical Foundation ("PAMF") and The Board of Trustees of the Leland Stanford Junior Univ~ersity ("Stanford"). This Right of Entry Agreement is consented to by Peninsula Corridor Joint Powers Board ("Licensed"), the current Licensee of the Real Property (as defined in the Easement Agreement attached hereto as ~. RECITALS PAMF desires to construct certain improvements described in the Construction and Maintenance Agreement attached hereto as Exhibit B and the Easement Agreement attached hereto as Exhibit A both of which are incorporated herein by this reference (collectively, "Agreements"). Terms defined in the Agreements shall have the same meaning when used herein. Upon completion of the Improvements, Stanford will grant to the City of Palo Alto (the "City") the Easement pursuant to the Easement Agreement. AGREEMENT NOW THEREFORE, the parties hereto hereby agree as follows: 1. Subject to the terms and conditions of this Right of Entry Agreement and the Agreements, Stanford hereby grants to PAMF permission for ingress and egress over, under, uponand through the Easement Property for purposes of constructing and installing the Improvements. 2. It is expressly understood and agreed that all Improvements shall be constructed in accordance with the plans and specifications therefor approved by Stanford and Licensee pursuant hereto, and that all costs and expenses in connection with the Improvements shall be borne by PAMF, and, after completion of construction and the granting of the Easement referred to in the Easement Agreement, the City. 3. Prior to and as a condition to the commencementof construction of any of the Improvements, (i) PAMF shall obtain Stanford’s andLicensee’s prior written approval (which approval shall not be unreasonably withheld) of the plans and specifications for all the Improvements and for any environmental assessment process under the California Environmental Quality Act relating to the Improvements, and (ii) in consideration for the right to construct the Improvements and use the Easement, PAMF shall pay to Stanford and Licensee, collectively, $250,000.00, plus the exclusive right to the use of eight parking spaces located as shown on attached Exhibit C. Any consents or approvals given by Stanford and Licensee shall not transfer or be deemed to transfer to Stanford or Licensee, and Stanford and Licensee shall not have, any liability or responsibility whatsoever for the design, location or construction of the Improvements. FA970980.015 Any consents or approvals given by Stanford shall not transfer or be deerded to transfer to Stanford, and Stanford shall not have, any liabilitY or responsibility whatsoever for damages, arising from the interruption of Licensee’s operations, or any aspect thereof. 4. PAMF shall be responsible for and shall pay for the prompt backfilling of any trench made by or for PAMF, restoring the surface of the area as nearly as possible to its pre-exeavation condition, and the full and .complete repair, in a first-class and ; workmanlike manner of, or the full reimbursement to Stanford and Licensee for, any damage caused to the property of Stanford or Licensee, including without limitation, any utility line, service, landscaping, paving, fences, or other improvements, or damages arising from the interruption of Lieense~.e.s’ operations, in connection with the activities conducted under this Agreement. 5. PAMF, its successors and assigns, shall indemnify, protect, defend and save and hold harmless Stanford, Licensee and their respective trustees, otiicers, directors, agents, employees and successors md assigns, from and against any and all losses, costs, damages, liabilities, expenses, claims and demands, of whatsoever character, direct or consequential, arising out of or in any way connected with the design, construction, installation, maintenance, repair, removal, use or condition of the Improvements, including, without limitation, injury or death of persons, and damage to or loss of property, arising out of the exercise by PAMF or any of its agents, contractors or employees, or their respective successors and assigns, of the rights granted hereunder. 6. If Stanford deems it necessary, PAMF shall pay Stanford’s reasonable costs and expenses for an on-site Stanford designated areheological consultant during any excavation undertaken in cormeelJon._wi_’_th th6 Improvements. If the areheologieal consultant deems it necessary to investigate the possible presence of, or to protect, areheological artifacts, the consultant shall havelthe authority to halt the excavation Work in the area subject to such investigation.-PAMF, at PAMF’s expense, shall comply with the consultant’s requests regarding the protection, removal or reburial of such artifacts or the temporary or permanent cessation of excavation of construction of the Improvements. In the event that cessation of excavation is required, PAMF, at PAMF’s expense, shall restore the affected portion of the property to its condition prior to the commencement of construction of the Improvements, or applicable portion thereof. Any areheologieal artifacts discovered on the property shall belo.ng to Stanford. Stanford and its consultant " shall not be liable for any losses, costs, damages, expenses or liabilities, direct or consequential, that may result from cessation of excavation or construction or other compliance with this provision. 7. Upon completion of construction of the Improvements, Stanford shall grant to the City-the Easement pursuant to the Easement Agreement. FA970980.015 2 8. This Right of Entry Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument, IN WITNESS WHEREOF, the parties hereto have entered into this Right of Entry Agreement as of the date first above written. THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY By Stanford Management Company By: Print Name: Its: PALO ALTO MEDICAL FOUNDATION By: Print Name: Its: PENINSULA CORRIDOR JOINT POWERS BOARD By: Print Name: Its: Approval as to Form: Attorney for the Peninsula Corridor Joint Powers Board _- FA970980.015 3 ~’UL- 9-97 WED 4’27 ?M I:~N. COUNSEL 415 4[5 329 2646 The maintenance to be performed by PAMF under Paragraph Ii this Agreement shall be in confo,rmance with the follOwlnsstandards: A,’R0~TINE MAINTENANCE EESPONSIBTLTTY PAMF shall maintain, or cause to be maintalned0 at i~s sole cost and expense, the parking lot and bicycle path as shown on exhlbit inco.rDorated herein by reference. Maintenanceactlvitie~-~hall include, but not be limited ~o the following: Pavement .3. Resur£ace every 15 to 20 y~ars. Slu~y seal every 5 to 7 y~ars. Fix potholes (base repairs) within 5 days. Restripe parking bays and tra£fic or pedestrian l~nes With thermo plastic every I0 y~ars, or as needed for visibility and safety. Replace all detached wheel stops within 7 days. Replace any restripins and pavement legend following resurfacing or slurry seal treatment. Sweep parklns io~ and bicycle path once each week. Trash Dump trash bins daily. b.Inspec~ an~ clear trash weekly. Wash refuse cans twice azL~ally, o~ ~ore frequently as may be needed. Dra± _nage Cl~ar and remove debris from blocked catch basln and pipeline immediately £ollowing any reported £1uodlns. Do Replace ’fossul" ~ilters twice a year. Manage ’fossel’ el~men~s (fil~ers) under appllcable hazardous waste resula~ions. . JUL-IO-199~ ii:37 GEN. COUNSel_ ~SSOC. JUL- 9-97 ~D 4’2? P~?~Io Atto ¢it, y Attorney Sidewalks/Bike Path Repair an~ sidewal~s e~hibitln9 potential ~ripp±ng hazards within 14 days. Repairs shall be in accordance with City standard specifications. Barricades shall be temporarily placed over the hazard araa until temporary repairs are completed and pedestrian safety is assu~ed. Permanent repairs are ~o be completed within 180 days. Respond to complaints about, and remove, hazards along the path {for example, broken glass, nails, obstructions, downed tree limbs) as soon as possible on the same day, but no later than ~4 hours from time o~ notifiCation. a.Inspect every w~e~ and i~ ~ound.~o ~e damaged orvandalized repair or replace prior to next weekly inspscnion. Repair or replace light source withi~ 7 days of notlficationby the City, JPB or member of the public, or sooner if necessary ~o elimina=e Repair or replace any damaged poles immediately upon no,ice of such damage. Landscapins landscaping shall be wa=ered, fertilized and ~ared for ~o the satisfaction of ~he City Arborist. At a minimum the following shall occur: ii. iti. iv,, VQ Prune and trim shrubs and treem annually. Weed, feed, clip and trim ground cover. Replace in kind any dead trees, shrubs or ~roun~ cover. Maintain irrigatlun system, Inclu~ting con~rOller. Inspect weekly no make adjustments or repairs am needed. However, broken or l~aking pipes or valves shall be repaired immediately following notification by City or discovery during inspecUion of s~eby PAMF’smaintenance staff or contractor. Mulch annually. JUL-10-19~T 11:~8 8EN. COUNS~C RSSOC. Graffiti I0. RemOve all gra~flti within 5 days o£ notifiaa~ion by the City, JPB, public or observance by PAMP maintenance staff. P~VeES Uneven pavers that are raised or lowered for any reason, shall be leveled ou~ if the paver edge ~xcesdS a differential.settlement o£ I/2-inch. Immediately upon such trip hazard notification, barricades shall be temporarily placed over the hazard area, ~nd scheduled for p~rmanent repair. Permanent repairs shall be made within l& days followin~ notification by City, JPB or m amber of the public of discovery during inspection of £hesite by PAMF’s maintenance s~aff or contractor. Any pavers tha~ are chipped o~ cracked Shall be replaced. PAM~ shall stuck at least fiery (50) pavers of the same type and color to be u~ed for in-kind replacements as ~eeded. The paver area shall be kept ’weed-free" at all times. If a landscape fabric is used beneath the -pavers and sand, the fabric shall be wa~er and air permeable. II.Tree Grat~s Tree ~rat~s shall remain even wi~h the edge material. In the event that a grate edge or corner is raised or lowered Eor any reason, shall be promptly l~veled out if ~he differential settlement exceeds i/2-inch. t~L’~CiC~de and repair p~ocedure shall be as ou~!ined in Item I0 If ~he ~runk of the tree grows to the point of touching the grate ~he grate opening shall be enlarged or replaced to accommodate further ~runkexpansion. Replacement of ~he paver material or tree grat~s within the area between ~he panhway or in ~he parking area islands ~ha!l ~QJ~be considered capital JUL-10-I~T 11:38 GEN. (~]UNSEL ASSOC. 5UL_-9-97 ~D 4.’28 ?M Pal~ Alto Cib’ ~.tterae~, 415 428:5~1 P.l!S/06 FAXN0. 415329 2846?. 5 ,B, 13.Fencing along the pedestrian/blcycle path Shall be repainted at a frequency of once every ten {I0) years, or sooner if required by paint manufacturer’s specifications. CAPITAL COST RESPONSIB~LITY In addition to the maintenance provided in Section A above, PAM~’s responsibilities shall include whatever is necessary to keep the parking lot and blcycle path ingood, neat, and safecondition. City shall reimburse PAM~ for the City’s share o£ the Capital Costm, in the.proportion or amounts herein after set forth in this paragraph. "Capital Costs" sh~ll mean replacement of any fixed asset, the useful life of which is over S years, and ~he cost of which exceeds $25;000. Capital Costs shall also mean repairs cos~in~ more than ~2S,000 (indexed co the CPI) pe~ occurrence to fixed assets, except as otherwise provided h~rein.Capltal Cos~m for the purpose of this Section do not include replacement of any assets owned by JPB, SCVTA, or Stanford. PAM~ shall be 100% responsible for all Capital Costs, for all portions o£ the parking lot and bicycle path, for three years following acceptance of the improvements. City’s share for Capital Costs including but not linti~ed to the following items, shal! be 50% beginnin~ ~ree years af£er completion and acceptance o~ ~heparkin~ io~ and bicycle path: lll~ Con£roller and substantial replacement of irri~ation system. Electrollers and associated electricalunder, round distribution system. Substantial replacemen~ of landscaping. Resu~facing, slurry seal treatmen~ and restriping shall not be considered capital items. The sum of $2S,000 shall be adjusted annually commensurate wi~h ~he consumer price index. Replacin~ paver material or ~ree ffrates within the area~ between the pa~way or island in the p~rkin~ area shall D_~Kbe considered capi~al i~ems. e. - Prior ~u incurring any capital costs for which ~he City has any monetary ~esponsibili~y, PAM~ shall confer w~th the City’s D~recEor of Public Works. Where possiDle, a minimumo£ one year’s nouice shall be siren of any expected costs. JI./L- 9-97 I~AX t~O. 4[5 329 2646 REIMBURSEMBNT PROCEDURE FOR CITY’S SHARE OF CAPITAL COSTS those ca it l costs set fo h in Paragraph B attributable to C~ty, PAMF shall, upon incurring such cost~, present a hill for payment of City’s share to City’s Director of Public Works. If ~unds to cover such payment are within ~hose amounts budgeted Zor ~h~ fiscal year in which the bill is presented, the Dir%ctor sh~ll forward bill within ~o weeks of receipt to City’s Adminis%rative Services Departmen~ ~ASD) for payment. If insuf~iclent funds ar~ budgeted for ~at fiscal year to cover the bill, bu% general funds are available to cover the bill. Director shall place ~he item for approval on U~e agenda the earliest possible City Council meeting, no later ~han three weeks from receip~ of the invoice. If insufficient funds are a~ailable in that fiscal year, the City shall include in the proposed City budget sufficient funds in the following fiscal year to ~ay the bill. The ASD will imsue payment within thirty (30) days of receIp~ of the invoice ~r0~ the Director, or within ~hirty (30) days ~f Council appro%ml, if such approval is required. If payment is not mad~ or ~annot be made in the curren~ fiscal year, interes~ on the amount as billed shall be paid a~ the City’s general portfolio earning rate as of the da~e of receipt by ~he director of th~ original invoice, In no event wi!l paymen~ be made later than ~hir~¥ (30) days from the la~er of ~he commencement of ~he fiscal year following receipt of the invoice. TOTAL P.OB EXHIBIT E RELATIONS WITH JPB (a) General. The term "JPB" shall be understood to mean the PENINSULA CORRIDOR JOINT POWERS BOARD. The term "PAMF" shall be understood to mean the PA!~O ALTO MEDICAL FOUNDATION FOR RESEARCH AND EDUCATION. The term "Contractor" shall be understood to mean the person or persons engaged by PAMF to construct the Work as that term is defined in the Construction and Maintenance Agreement ("Agreement") to which this Exhibit H is attached. It is expected that JPB will cooperate with the PAMF and its Contractor to the end that the Work may be handled in an efficient manner, but neither the PAMF nor Contractor shall.have any claim for damages or extra compensation against JPB in the event its work is held up by the work by JPB forces or operations. (b) PAMF and Contractor Requirements. Before PAMF and Contractor enter the Property, PAMF and Contractor shall execute a right of entry agreement in the form attached to the Agreement as Exhibit F. Among other things, PAMF and Contractor shall adhere to the Railroad’s Standards, Volume II, "Longitudinal and Transverse Utility Encroachments." If there are any differences between the JPB’s standards and other specifications in the construction contract, the JPB’s standards shall prevail. PAMF and Contractor shall cooperate with JPB where work is over, under or adjacent to the tracks, or within the limits of 376933 JPB property, in order to expedite the work and to avoid interference with the operation of JPB equipm@nt. PAMF and Contractor shall comply with the rules and regulations of JPB or the instructions of its representatives in relation to the proper manner of protecting the tracks and property of JPB and the traffic moving on such tracks, as well as the wires, signals, and other property of JPB, its tenants or licensees, at and in the vicinity of the work during the period of construction. PAMF, at its sole cost and expense, shall cause all the .Work to be performed in a good and workerlike-manner and in compliance with all applicable approved plans, apprQved specifications, laws and lawfu! ordinances, regulations and orders of any federal, state, county or.municipal authority. Under no condition shall PAMF be permitted to place or Store any mechanized equipment, tobls or other materials within twenty-five feet (25’) of the center line ~f JPB"s nearest railroad tracks. ._ ~ PAMF and Contractor shall perform the Work in such manner and at such times as shall not endanger or interfere with (i) the safe operation of the tracks and property of JPB and the traffic moving on such tracks, (ii) freight, commute and inter- city passenger railroad operations to be conduc£ed by the JPB and/or Southern ~acific Transportation Company, and (iii) the utilitiis, fiber optic cabling, other wiring, signals and other property of JPB, its tenants or licensees,~ at or in the vicinity of the Work. 376933.4 - 2 - The details of construction affecting the JPB tracks and property.not included in the contract plans shall be submitted to the JPB for approval before such work is undertaken. Except as may be expressly permitted by any construction easement granted by JP~, no private crossings at grade ove.r tracks of JPB for the purpose of hauling earth, rock, paving or other materials will be permitted. If PAMF and Contractor desire to move equipment ormaterials for any reason across JPB’s tracks at a location other than where permitted by any construction easement, PAMF and Contractor shall obtain the express prior written consent from JPB; and, should it be required, PAMF and Contractor shall execute a private crossing agreement. The crossing installation for the use of PAMF and Contractor, together with any protective devices, if required, shall be at the expense of PAMF and Contractor. PAMF and Contractor~hall furnish its employees as flaggers to control movements of vehicles on the private roadway and shall take all¯2 measures necessary to prevent the use of such roadway by unauthorized persons and vehicles. In advance of any blasting, PAMF and Contractor shall notify~PB and its Operator, Amtrak, in order that all users of locomotives~and motor vehicle two way radios are notified and that proper flagging protection may be provided. PAMF a~d Contractor shall, upon completion of the Work promptly remove from the Property all of PAMF and Contractor’s tools, implements, machinery, motor vehicles, trailers, sheds and other materials whether brought upon said Property by PAMF or Contractor or any subcontractor, employee or agent of PAMF and 3?6933.4 - 3 - Contractor, and cause Property to be left in a clean and presentable condition. 376933.4 4 Attachment G City of Palo Alto City Manager’s Report TO: FROM: HONORABLE CITY COUNCIL CITY MANAGER DEPARTMENT: Planning and Community Environment AGENDA DATE: SUBJECT: January 29, 1996 CMR:132:96 Palo Alto Medical Foundation -- Request for Modification of Housing Fee Ordinance REQUEST This staff report provides information related to the January 22, 1996 request (see attached letter) of the Palo Alto Medical Foundation (PAMF) for modification of the City Housing Mitigation Fee Ordinance (attached Chapter 16.47 of the Municipal Code). This request would appropriately be considered as part of the Council’s January 29 continued review of the PAMF Urban Lane Campus development applications. RECOMMENDATIONS It is recommended that the Council refer the PAMF request to staff and the Palo Alto Housing Corporation for review. The initial staff reaction to the request is favorable~ but there has not been time since receipt of the request on January 22 for careful review, including identification.of potential unintended consequences. BACKGROUND The City has been reviewing the Palo Alto Medical Foundation’s applications for a new medical clinic and research campus to be located in the Urban Lane area between E1 Camino Real and the railroad tracks. As part of the January 22, 1996 City Council public hearing on these applications, PAMF requested the modification of the City’s Housing Mitigation fee regulations reviewed inthis report. POLICY IMPLICATIONS Existing City policy applies a housing mitigation fee to new commercial and industrial floor area above that previously existing on a site. No provision is made for reducing the floor area which is subject to the fee by subtracting offsite floor area that will be demolished and CMR: 132:96 Page 1 of 5 not rebuilt for nonresidential purposes. The request from PAMF would incorporate offsite demolished space into the fee formula. Staff does not interpret the requested change as a substantial modification to City policy. Moreover, the City Attorney has advised that some fee adjustment mechanism is advisable in order to accommodate constitutional limitations in unusual cases.. DISCUSSION The City has imposed housing mitigation fees on new commercial and industrial projects since the mid-1970s. Current authority for the fee is found in Chapter 16.47 .of the Municipal Code, Approval of Projects with Impacts on Housing (attached). The purpose of the fee is to "lessen the shortage of low-income and moderate-income housing in Palo Alto...". A nexus study if.as conducted in 1983-84 prior to adoption of the current ordinance. In summary, the study found that new commercial and industrial floor area created new employment, which created additional demand for housing. Some of the new employees are from low- and moderate-income households and would be unable to rent or purchase housing in Palo Alto. Mitigation of a percentage of this new housing demand was a legitimate part of the City’s land use authority. The ordinance contains a formula for the calculation of the housing impact to be mitigated (16.47.040). The developer is provided the option of either providing the required number of low- and moderate-income housing units or paying an in-lieu fee. The current fee is $3.48 for each square foot of floor area subject to the ordinance. The fee is adjusted annually, based on the change in the Bay Area Consumer Price Index. The applicable fee is that fee in effect at the time that the building permit is issued. For the Palo Alto Medical Foundation, the fee for the total requested development on the Urban Lane site is approximately $914,077. This number is derived in the following manner: Proposed New Floor Area Minus Previously Existing Floor Area on theUrban Lane Site Total Floor Area Subject to the Housing Mitigation Fee Fee at Current Rate of $3.48 Per Square Foot 355,500 sq. ft. 92,834 sq. ft. 262,666 sq. ft. $914,077 CMR: 132:96 Page 2 of 5 In administrating the fee, staff is not aware of a situation where a large new use subject to the fee ordinance resulted in the demolition of another building, with the site of the demolished building to be redeveloped without housing. (The Packard Children’s Hospital Would have been a similar situation, but hospitals are not subject to the fee ordinance.) The Medical Foundation argument is relatively simple: Since the fee ordinance is not applicable to replacement square footage on the site of the new development,the ordinance should also recognize demolished floor area at another site, as I0ng as the other site is redeveloped with housing. A complicating factor is that nothing in the present applications commits PAMF to develop housing on the downtown site. Reuse issues have been deferred to the proposed coordinated area plan. If the ordinance is amended consistent with the Foundation request, the housing fee calculation for the Urban Lane site could be: Proposed NewFloor Area Minus Previously Existing Floor Area on the Urban Lane Site Minus Floor Area to be Demolished on the Downtown Site* Total Floor Area Subject to the Housing Mitigation Fee Fee at Current Rate of $3.48 Per Square Foot 355,500 .sq. ft. 92,834 sq. ft. 203,242 sq. ft. 59,424 sq. ft $206,795 *203,242 square feet is the amount of medical or clinic research floor area owned by PAMF in the downtown area and subject to the Specific Plan. The actual square footage to be demolished would be calculated based on future planning decisions. Staff’s reaction to PAMF’s proposal is that on the one hand, they are already receiving a substantial benefit by not having to pay the fee on 92,834 square feet of previously existing floor area, that would never have supported the employment density of the new floor area. On the other hand, if the City gives a credit for the 92,834 square feet, there may not be a fundamental difference in logic in giving a credit for other vacated floor area, as long as it is removed from nonresidential use (or, as long as it is replaced with residential uses). If the Council agrees with the PAMF-requested change to the Housing Mitigation Ordinance, numerous details will need to be resolved and incorporated into an ordinance amendment. CMR:132:96 Page 3 of 5 ALTERNATIVES Alternatives available to the Council are either to retain the existing ordinance or to direct staff to develop an amendment to the Housing Mitigation Ordinance as conceptually requested by PAMF. FISCAL IMPACT Implementation of the PAMF-requested ordinance change would substantially reduce the amount of housing mitigation generated by the proposed development. Future fiscal impacts are not possible to estimate, given uncertainty as to how often similar situations would arise. ENVIRONMENTAL ASSESSMENT If staff is directed to develop an ordinance amendment, appropriate environmental review will accompany hhe ordinance. For the Urban Lane project, mitigation of housing impacts is achieved through compliance with the City’s Housing Mitigation Fee Ordinance in effect at the timebuilding permits are issued. STEPS FOLLOWING APPROVAL If an ordinance amendment is requested by the Council, staff will return with the amendment on a schedule that would have it be effective prior to PAMF’s receiving building permits. ATTACHMENTS 1/22/96 Letter from David Jury Chapter 16.47 CC:Palo Alto Medical Foundation (David Jury) Palo Alto Housing Corporation PREPARED BY: Ken Schreiber DEPARTMENT HEAD REVIEW: KENNETH R. SCHREIBER Director of Planning and Community Environment CMR:132:96 Page 4 of 5 CITY MANAGER APPROVAL: City . CMR:132:96 Page 5 of 5