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Staff Report 277-07
City of Pa o Alto CRy Manager’s Repor TO:HONORABLE CITY COUNCIL FROM:CITY MANAGER DEPARTMENT: PLANNING AND COMMUNITY ENVIRONMENT DATE: SUBJECT: JUNE 18, 2007 CMR: 277:07 901 SAN ANTONIO ROAD [06PLN-O0369]: REQUEST BY TAUBE- KORET CAMPUS FOR JEWISH LIFE FOR APPROVAL OF A FINAL MAP TO CREATE ONE MIXED-USE LOT CONTAINING 193 MULTIPLE-FAMILY CONGREGATE CARE AND ASSISTED LIVING CONDOMINIUM UNITS AND A COMMUNITY CENTER. RECOMMENDATION Staff recommends that the City Council approve the proposed Final Map for the Taube-Koret Campus for Jewish Life at 901 San Antonio Road, creating one mixed-use lot of approximately 8.5 acres containing 193 multiple-family congregate care and assisted living condominium units and a cornmunity center. On September 25, 2006 the City Council approved a project to create a Planned Community Zone District, a Comprehensive Plan Land Use Amendment, a Variance to exceed the maximum height limit, a Tentative Map to create 193 multiple-fanaily units and a community center. The City Council also certified an Envirom~aental hnpact Report (EIR) for the project and the adjacent BUILD/BRIDGE proj ect. DISCUSSION The Final Map, the Subdivision A~eement, the Tentative Map Record of Land Use Action, Below Market Rate Ageement and Joint Recreational Use A~eernent have been provided for the Council’s approval. The Plmming Division, the Public Works Department and the City Attorney have reviewed the Final Map, Subdivision Agreement, Below Market Rate Agreement, Joint Recreational Use Aueement and the Covenants, Conditions, and Restrictions (CCRs) and have determined that they are consistent with the Tentative Map and Record of Land Use Action. According to the State Subdivision Map Act, the City Council must therefore approve the Final Map. CMR:277:07 Page 1 of 2 The map satisfies all approval conditions for the Tentative Map, including the preparation of a Subdivision Improvement A~eement (Attactm~ent C) and BMR AgTeement (Attachment D). The project does not contain any new public streets. The main access to the site will be from the driveway located at Fabian Way. This driveway will also provide access to the adjacent BUILD/BRIDGE residential project. The approved Joint Recreation Use Agreement (Attactnnent E) outlines the specific provisions of the facilities to be shared between the City of Palo Alto and the Jewish Community Center (JCC), including the hours of operation and payment of incidental fees. The agreement includes the shared use of the gymnasium, dance/aerobic rooms, storage, classrooms, the future playing field, large meeting rooms, cultural hal!/performance center and teen center, among others. The shared use of the JCC facility was identified as a public benefit as part of the Plam~ed Community development approved by the City Council in September, 2006. ENVIRONMENTAL REVIEW An Environmental Impact Report (EIR) and Mitigation Monitoring and Reporting Program (MMRP) for the Taube-Koret Campus for Jewish Life project was certified by the City Council in September 2006. The City Council found that the EIR adequately assessed the environmental impacts of the project. The Final Map is consistent ~vith the certified EIR. PREPARED BY: DEPARTMENT HEAD: STEVEN TURNER Senio~ Planner STgVE F_ SLIE Director g and Community Environment CITY MANAGER APPROVAL: HARRISON Assistant City Manager ATTACHMENTS B. C. D. E. F. Record of Land Use Action of Tentative Map Approval City Council Meeting Minutes from September 25, 2006 Subdivision A~eement BMR A~eement Joint Recreation Use Agreement Final Map (Counci! Members Only) COURTESY COPIES: Shelley Hebert, Campus for Jewish Life Todd Aris, Seris Regis Randy Popp, Steinberg Architects Margaret Sloan, Jorgenson, Siegel, McClure & Flegel, LLP CMR:277:07 Page 2 of 2 ATTACHMENT A APPROVAL NO. 2006-0009 RECORD OF THE COUNCIL OF THE CITY OF PALO ALTO LAND USE ACTION FOR 901 SAN ANTONIO ROAD: TAUBE-KORET CAMPUS FOR JEWISH LIFE PROJECT TENTATIVE MAP 06PLN-00114 (TAUBE-KORET CAMPUS FOR JEWISH LIFE, APPLICANT) At its meeting on September 25, 2006 the City Council of the City of Palo Alto approved the Tentative Map to subdivide one parcel (approximately eight and one half acres) and create one mixed-use lot containing 193 multiple-family congregate care and assisted living condominium units and a community center, making the following findings, determination and declarations: SECTION !. Background. The City Council of the City of Palo Alto ("City Council") finds, determines, and declares as :follows A. Proposed by the Taube-Koret Campus for Jewish Life, (TKCJL) this project involves the subdivision of one parcel (approximately eight and one-half acres) and the creation of one mixed-use lot containing 193 multiple-family congregate care and assisted living condominium units and a community center. The density of the lot would be approximately 23 dwelling units per acre. These densities would be allowed under the Planned Community zone district, which the applicant has requested for this site. Of the total units proposed, 24 units would be dedicated as Below Market Rate (BMR) units for senior citizens. Fourteen (14) separate floor plans are proposed within the two types of residential units. The congregate care units would con/ain five (5) floor plan types and the assisted living units would contain nine (9) floor plan types. All of the units would be in four story buildings located above the at-grade parking facility. The unit sizes in each housing type would range from 377 to 1,742 square feet within studios and one to three bedroom configurations. The parking garage would contain approximately 610 parking spaces for the residents and visitors to the community center. B. The Tentative map plan set includes information on the existing parcel and onsite conditions. These drawings are in compliance with the applicable provisions of the City’s Subdivision Ordinance. These plans contain all information and notations required to be shown on a Tentative Map (per PAMC Sections 21.12), as well as conform to the design requirements concerning the creation of lots, walkways, and similar features (PAMC 21.20). The plans conform to the Development Plan submitted for the Planned Community zone change request (05PLN-00295) . Because the request is to create more than four condominium units, this request cannot be processed administratively through the Director and requires review by the Commission and City Council approva! (PAMC 21.08.010). C. The Tentative map indicates the location and extent of proposed dedications associated with the development of the project, including public utility, public storm drain, and ingress/egress easements. D. These dedications would be reviewed and recorded during the Fina! map process. The Final map would describe the terms and conditions of the dedications, including how the dedications may be used and maintained and the identification of the parties responsible for pa}~ent of costs, fees and maintenance issues. E. The Tentative map is associated with the application for a Planned Community zone change request, which also includes a Comprehensive Plan Land Use Map Amendment from Light Industrial to Mixed Use. The Tentative map application has been reviewed by staff and City departments for compliance with zoning, subdivision, and other codes and ordinances and received Planning and Transportation Commission (Commission) review on July 26, 2006. The Commission recommended approval on a 6-0-0-1 vote. SECTION 2. Environmental Review. A Final Environmental Impact Report (FEIR) and Mitigation Monitoring and Reporting Program (MMRP) has been prepared for the 901 San Antonio Road site encompassing both the BUILD and Taube-Koret Campus for Jewish Life (TKCJL) projects. The FEIR includes the Draft Environmental Impact Report (DEIR), which was completed and distributed for a 45-day public review period from February 17, 2006 through April 3, 2006. The Planning and Transportation Commission conducted a public hearing on March 29, 2006, to accept comments from the public and from Commissioners. The FEIR was prepared following the public review period. FEIR includes the Responses to Comments and, where appropriate, revisions to the DEIR language to reflect the response. Responses to severa! substantive comments relative to transportation, hazards and hazardous materials, visual resources and aesthetics, public facilities, and related revisions in the FEIR are discussed in the California Environmental Quality Act (CEQA) Resolution No. that accompanies this Tentative Map resolution. Staff has determined that the Tentative Map application is consistent with the FEIR. The FEIR was certified by the City Counci! at the public hearing on September 25, 2006. SECTION 3.Tentative Map Findings. A legislative body of a city shall deny approval of a Tentative Map, if it makes any of the following findings (California Government Code Section 66474): i. That the proposed map is not consistent with applicable general and specific plans as specified in Section 65451: The site does not lie within a specific plan area and would be consistent with the Comprehensive Plan, as amended concurrent with project approval. 2. That the design or improvement of the proposed subdivision is not consistent with applicable general and specific plans : The map is consistent with major Comprehensive Plan policies related to the change in land use, Policy L-I: Continue current City policy limiting future urban development to currently deve!oped lands within the urban service area. The existing parcels are located within the urban growth boundary and the lot merger is consistent with this policy by continuing the reuse of land within this area and Policy L-7: Evaluate changes in land use in the context of regiona! needs, overa!l city welfare and objectives, as well as the desires of the surrounding neighborhoods. The map is consistent with the Housing Element policies (Goa! H-I, Policies H-2 and H-4, Goal H-2, Policy H-9, and Goal H-3, below market rate units). 3. That the site is not physically suitable for the type of development : The subdivision and related project would result in a change of land use from commercial office to multiple-family residentia! and community center, and would do so in a way that would be consistent with the PC Deve!opment Plan and FEIR. The project site, at approximately eight and one-half acres with street frontage on Fabian Way, San Antonio Road and Charleston Road could support the Project and improvements. The Tentative Map, as conditioned, is suitable for the development of the project site. 4. That the site is not physically suitable for the proposed density of development : The purpose for the Tentative Map is to subdivide the existing parce! and create and create one mixed-use lot containing 193 multiple-family congregate care and assisted living condominium units and a community center. In doing so, the site would be consistent with the PC Development Plan approved for the site. 3 5. That the design of the subdivision or the proposed improvements are likely to cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habi tat = The subdivision of the parce! and creation of congregate care and assisted living condominium units will not cause environmental damage or injure fish, wildlife, or their habitat, as no habitat for endangered, rare, threatened, or other sensitive species is present on site. 6. That the design of the subdivision or type of improvements is likely to cause serious public health problems: The Tentative Map will not cause serious public health problems, as the environmenta! concerns have been reviewed in the Environmenta! Impact Report that was certified for the project, and mitigation measures and conditions of approval have been approved to reduce impacts to a less than significant level. 7. That the design of the subdivision or the type of improvements will conflict with easements, acquired by the public at large, for access through or use of, property within the proposed subdivision. In this connection, the governing body may approve a map if it finds that alternate easements, for access or for use, will be provided, and that these will be substantially equivalent to ones previously acquired by the public. This subsection shall apply only to easements of record or to easements established by judgment of a court of competent jurisdiction and no authority is hereby granted to a legislative body to determine that the public at large has acquired easements for access through or use of property within the proposed subdivision. The design the parcel merger will not conflict with easements on or off the site, as all easements will be maintained and any adjustments or new easements shall only be allowed or established by the conditions of approva!. SECTION 4.Tentative Map Approval Granted. Tentative Map approva! is granted by the City Council under Palo Alto Municipal Code ("PAMC") Sections 21.13 and 21.20 and the California Government Code Section 66474, subject to the conditions of approva! in Section 6 of this Record. SECTION 5.Final Hap Approval. The Final Map submitted for review and approval by the City Council of the City of Palo Alto shall be in substantial conformance with the Tentative Map prepared by BKF Engineers, 4 Surveyors, Planners titled "Tentative Map: Taube Koret Campus for Jewish Life", consisting of eight pages, dated and received June 22,, 2006, except as modified to incorporate the conditions of approval in Section 6. A copy of this Tentative Map is on file in the Department of Planning and Community Environment, Current Planning Division. Within two years of the approval date of the Tentative Map, the subdivider shall cause the subdivision or any part thereof to be surveyed, and a Fina! Map, as specified in Chapter 21.08, to be prepared in conformance with the Tentative Map as conditionally approved, and in compliance with the provisions of the Subdivision Map Act and PAIMC Section 21.16 and submitted to the City Engineer (P~C Section 21.16.010[a]) . SECTION 6.Conditions of Approval. Department of Planning and Con~nunity Environment Planning Division I. A Fina! Map, in conformance with the approved Tentative Map, all requirements of the Subdivision Ordinance (PAMC Section 21.16), and to the satisfaction of the City Engineer, shall be filed with the Planning Division and the Public Works Engineering Division within two years of the Tentative Map approval date (PAMC 21.13.020 [c]) . 2. A preliminary copy of restrictive covenants (CC&Rs) shall be submitted for review at the time of Final Map submittal. 3. The applicant shall adhere to the requirements of the Below Market Rate (BMR) Letter Agreement, dated __, 2006. In addition, a forma! BMR Agreement, including the identification of the locations of the BMR units and provisions for their sale, shall be prepared in a form satisfactory to the City Attorney, executed by TKCJL and the City, and recorded against the property prior to or concurrent with the recording of the Subdivision Improvement Agreement during the Final Map process. Prior to Submittal of Final Map Planning Division 4. The Final Map shall be crosschecked for compliance with the ARB and the Tentative Map approved plans and conditions. Department of Utilities 5. In consultation with the Departments of Utilities and Planning and Community Environment, Public Utility Easements for installation and maintenance of water meters, gas lines, gas meters, and pad-mounted transformers with associated substructures shall be designated on the Final Map. Department of Public Works Engineering Division 6. Other easements and/or modifications may be necessary and shal! be reflected on the Fina! Map, as designated by the Public Works Department. 7. The applicant shall arrange a meeting with Public Works Engineering, Utilities Engineering, Planning, Fire, and Transportation Departments after approva! of the Tentative Map and prior to submitting the improvement plans. This meeting sha!l determine the scope of all work required and related to offsite improvements. The improvement plans must be completed and approved by the City prior to submittal of the Final Map. Prior to Approval of Final Map 8. Prior to Final Map approval, the applicant shall enter into a Subdivision Improvement Agreement. This agreement is required to secure compliance with the conditions of ARB and Tentative Map approvals and the security of on and offsite improvements. Improvement plans shall be submitted in relation to this agreement. No grading or building permits shal! be issued until the Final Map is recorded with the County of Santa Clara, Office of the County Clerk-Recorder. Designation on Improvement Plans 9. All sidewalks, curbs, and gutters bordering the site shall be removed and replaced in compliance with Public Works standards. Additiona! public street improvements shall be made, as determined by Public Works Engineering. I0. Any unused driveways shall be removed and replaced with curb and gutter. !!. Clear visibility at street corners shal! be maintained for an adequate distance, at a minimum height of 2.5 feet above grade, per City standards. Prior to Recordation of Final Map 12. The subdivider shall post a bond prior to the recording of the Final Map to guarantee the completion of the on and offsite condition(s) of approva!. The amount of the bond shall be determined by the Planning, Utilities, and Public Works Departments. SECTION 7.Term of Approval. Tentative Map. All conditions of approval of the Tentative Map shall be fulfilled prior to approval of a Final Map (PAMC Section 21.16.010[c]) . Unless a Final Map is filed, and all conditions of approval are fulfilled within a two-year period from the date of Tentative Map approva!, or such extension as may be granted, the Tentative Map shal! expire and all proceedings shall terminate. Thereafter, no Final Map shall be filed without first processing a Tentative Map (P~C Section 21.!6.010[d]) . PASSED: 8-0 AYES:Beecham, Kleinberg, Mossar, Drekmeier NOES: ABSENT: ABSTENTIONS: Barton Ci%y Clerk U APPROVED AS TO FORM: Senior Deputy City Attorney PLANS ~D DRAWINGS REFERENCED: Cordel!, Klein, Kishimoto, Morton, /Dir~’cto~/~ of Planning and Commur4i t y Environment Those plans prepared by BKF Engineers, Surveyors, Planners titled "Tentative Map: Taube-Koret Campus for Jewish Life", consisting of eight pages, dated June 22, 2006 ATTACHMENT B Special Meeting September 25, 2006 _Joint Meeting with the Human Relations Commission regarding Human Relations Commission issues ..........................................................3 AD]OURNMENT: The meeting adjourned at 7:00 p.m .................................3 ORAL COMMUNICATIONS .......................................................................4 a) Ordinance ::[st Reading entitled "The Council of the City of Palo Alto Amending Section 18.08.040 of the Palo Agto Hunicipai Code (the Zoning Hap) to Change the C~assification of Property Known as 90:t San Antonio Road: BUILD/BRIDGE Project from GH to PC Planned Community, a Comprehensive Plan Amendment to Change the Land Use Hap from Light ~ndustrial to Rixed Use, and a Belo~ Harket Rate Housing Plan" ..........................................................................................4 b) Ordinance :~st Reading entitged "The Counci~ of the City of Paio Alto Amending Section :~8.08.040 of the Paio Alto Hunicipal Code (The Zoning Hap) to Change the Classification of Property Known as 90:~ San Antonio Road: Taube-Koret Campus for 3ewish Life Project from GH to PC Planned Community, a Comprehensive Plan Amendment to Change the Land Use Hap from Light ~:ndustrial to i~ixed Use, a Variance from a Height Requirement, and a Eteiow Harket Rate Housing Plan". .........................................................................................5 Resolution 8648 entitled "The City of Palo Alto Hereby Adopts the Annual Update Amending the Administrative Penalty Schedule and Civil Penalty Schedules for Certain Violations of the Palo Alto Municipal Code and the California Vehicle Code Established by Resolution No. 8546"....6 Approval of a Contract with Prudential Overall Supply in the amount of $140,000 for Uniform Rental Services ..............................................6 3A.Colleagues Memo from Mayor Kleinberg, and Council Members Drekmeier and Klein re Resolution in Support of Proposition 87 ...........6 09/25/06 1 Special Meeting September 2_5, 2_006 The City Council of the City of Palo Alto met on this date in the Council Chambers at 7"!0 p.m. Present’Barton, Beecham, Cordell,Drekmeier,Kishimoto,Klein, Kleinberg, Morton, Mossar ORAL COMMUNICATIONS Mike Gray, 1191/2 S. Main Street, Ulysses, Kansas, spoke regarding unfair parking tickets and systemic problems. Gail Wooley, 1685 Mariposa, spoke regarding the ]uana Briones House. W. Ron Sutton, 4898 Dolores Drive, Pleasanton, spoke regarding health care issues in America. Dr. Hatano, Tokyo, _lapan, spoke regarding health promotion and exercise. Elaine Meyer, 609 Kingsley Avenue, referred to her comments at the last Council meeting regarding a housing project. CONSENT CALENDAR MOTION: Council Member Morton moved, seconded by Cordell, to approve Item Nos. 1 through 3a on the Consent Calendar. Council Member Barton noted he could not participate in Items ia and lb due to a conflict of interest because of his wife’s employment by two of the developers. MOTION: Council Member Mossar moved, seconded by Beecham, to move Item 3A to become 3B. I.a)Ordinance :[st Readinq entitled "The Council of the City of Palo Alto Amending Section :[8,08,040 of the Palo Alto Hunicipal Code (the Zoning Map) to Change the Classification of Property Known as 90:[ San Antonio Road: BUILD/BRIDGE Project from GM to PC Planned Community, a Comprehensive P~an Amendment to Change the Land Use Map from Light Industrial to Mixed Use, and a Below Market Rate Housing P~R" (i~e~ co~ued kom Sep~embe~ ~, ~00~) Resolution 8644 entitled "The Council of the City of Palo Alto Hereby Approves Architectural Review (PLN-00031) for 901 San Antonio - BU]:LD/BR]:DGE Project (BU]:LD, Owner; Steinberg Architects, Applicant) for Planned Community Zone Change PC- b) Resolution 8645 entitled "The Council of the City of Palo Alto Approves the Nlitigation Monitoring and Peporting Program and Findings Concerning Significant Environmental ]:mpacts in Accordance with the California Environmental Quality Act for the BU]:LD Planned Community Project at 901 San Antonio Road, for which an Environmental ]:mpact Report: has been Prepared" Approval No. 2006-08 entitled "Record of the Council of the City of Palo Alto Land Use Action for 901 San Antonio Road: BUILD/BRIDGE Project, Tentative Map 06PLN-00050" Ordinance ist Readinq entitled "The Council of the City of Palo Alto Amending Section 18,08,040 of the Paio Alto Hunicipal Code (The Zoning Hap) to Change the Classification of Property Known as 901 San Antonio Road: Taube-Koret Campus for :Jewish Life Project from GH to PC Planned Community, a Comprehensive Plan Amendment to Change the Land L~se Hap ~rom Light Industrial to Hixed Use, a Variance from a Height Requirement, and a Below Harke~ Rate Housing Plan" (~e~ continued from September ~, 2006) Resolution 8646 entitled "The Council of the City of Palo Alto Approving Architectural Review and Design Enhancement Exception (05PLN-00295) for 901 San Antonio - Taube-Koret Campus for Jewish Life Project (Taube-Koret Campus for Jewish Life, Owner; Steinberg Architects,Applicant) for Planned Community Zone Change PC- ~ " Resolution 8647 entitled "The Council of the City of Palo Alto Approving the Mitigation Monitoring and Reporting Program and Findings Concerning Significant Environmental ]:mpacts in Accordance with the California Environmental Quality Act for the TKCJL Planned Community Project at 901 San Antonio Road, for which an Environmental ]:mpact Report has been Prepared." Approval No. 2006-09 entitled "Record of the Council of the City of Palo Alto Land Use Action for 901 San Antonio Road: TKCJL Project, Tentative Map 06PLN-00114" 09/25/06 5 Below Market Rate (BMR) Housing plan, including a total of 24 assisted living and congregate care units with associated housing services provided by the ,jewish Senior Residence available to low income seniors. Greg Schmid, 3428 _]anice Way, spoke regarding Item No :[. He said he saw no public uses in the eight parcels recently rezoned in South Palo Alto. There were no parks, gardens, jogging or bicycle paths, and no new access points to the Baylands. He questioned what happened to the options for public space in his neighborhood. Resolution 8648 entitled "The City of Palo Alto Hereby Adopts the Annual Update Amending the Administrative Penalty Schedule and Civil Penalty Schedules for Certain Violations of the Palo Alto Municipal Code and the California Vehicle Code Established by Resolution No. 8546" Approval of a Contract with Prudential Overall Supply in the amount of $140,000 for Uniform Rental Services i~IOTi:ON PASSED 8-0 for la and lb, Barton not participating. MOTION PASSED 9-0 for Items 2 and 3. 3B.(Old Item 3A) Colleagues Memo from Mayor Kleinberg, and Council Members Drekmeier and Klein re Resolution in Support of Proposition 87 Council Member Mossar expressed concern about moving forward with the proposed resolution in light of the Council’s adopted policy on the handling of ballot measures and other legislative advocacy. She would like the matter referred to the Policy and Services (P&S) Committee. MOT:ION: Council Member Mossar moved, seconded by Barton, to refer to Policy and Services Committee (P&S) the colleague’s memo from Mayor Kleinberg, and Council Members Drekmeier and Klein for consideration in support of Proposition 87. Council Member Mossar said it was important the Council followed the policies they previously adopted. Council Member Barton concurred with the comments of Council Member Mossar. 09/25/06 6 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 C AGREEMENT BETWEEN SUBDIVIDER A~ CITY OF PALO ALTO UNDER PROVISIONS OF TITLE 21 OF THE PALO ALTO MUNICIPAL CODE TAUBE-KORET CAMPUS FOR JEWISH LIFE, a California Non-Profit Organization A.P.N. No. THIS AGREEMENT, made and executed this /~r~ day of ~O ~ , 2007, by and between the CITY OF PAL0 ALTO, a municipal corporation of the State of California, hereinafter referred to as "City" and TAUBE-KORET CAMPUS FOR JEWISH LIFE, a California Non-Profit Organization, hereinafter referred to as "Subdivider"; W ! 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 the Taube-Koret Campus for Jewish Life, Palo Alto, California (the "Property"); and WHEREAS, Subdivider has presented to City for approval a final subdivision map prepared by BKF Engineers, hereinafter referred to as the "Map" and incorporated herein by this reference; and WHEREAS, on September 25, 2006, City approved Subdivider’s application for a tentative subdivision/parce! map to subivide one (i) existing parce! into one (i) lots ("the Project"), subject to certain conditions including those hereinafter described; and WHEREAS, such conditions include the demolition and construction of certain private and public improvements, and the ! 070501 syn 0120222 payment to City of a below-market-rate ("BMR") program.in-lieu fee to comply with City’s BMR program requirement for subdivisions, as set forth in Program 20 of the Housing Element of City’s Comprehensive Plan; and WHEREAS, Subdivider has requested approval of the Map prior to the demolition, construction and completion of the required improvements and the payment of the BMR fee; 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 and the Palo Alto Municipa! Code, the parties hereto mutually covenant and agree as fo!lows: I. Performance of Work. Subdivider shall, at its own cost and expense, 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 approva! of the subdivision by the City, or are required to be done by any provision of law as a condition of said subdivision. Said public and private improvements include, but are not limited to: a) Removal and replacement of curbs, gutters, sidewalks, driveways, and street surfaces, along with new water, gas, wastewater and storm drain services. b) across Fabian. Landscaping and irrigation and new crosswalk 2. Standards. Work to be performed hereunder shall be done to the satisfaction of the City Engineer. 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 with said plans, profiles and specifications. Subdivider shall do, or cause to be done, al! work and furnish al! materials necessary, in the City Engineer’s opinion and on his or her order, to complete the improvements in accordance with said plans, profiles and specifications, or with any changes 070501 syn 0120222 required or ordered by the City Engineer, which in his or her opinion are necessary or required 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. 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 sha!l 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 con- straints 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. Sub- divider shal! also cause to be made, at Subdivider’s cost and expense, al! 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 offsite improvements as specified in section 1 and plans entitled Taube-Koret Campus for Jew.ish Life Improvement Plans shal! be completed to the satisfaction of the City Engineer within twenty-four (24) months of the approval of the map by the City Council of City. The time for completion may be extended only for good cause upon approval by the City Manager and pursuant to the provisions of the Palo Alto ~unicipal Code. agreement. Time of Essence.Time is of the essence of this 6. Payment of Costs. Without limitation, Subdivider shall pay, or cause to be paid, all costs and expenses related to or arising from the performance of any work 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 Unemp!oyment Insurance Act of the State of California, with respect to such work or labor. 7.Acceptance of Work. 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 070501 syn 0120222 3 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 shal! 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 surety bonds posted by Subdivider and!or fina! 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 situation require repairs or replacements to be made before Subdivider can be notified, City may, at its option, make the 4 070501 syn 0120222 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. Breach of Agreement; Performance by City. If Subdivider shall refuse or fai! 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 genera! 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 Counci! or its designated representative may serve written notice upon Subdivider 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. 12. Estimate of Improvement Costs; Security.The estimated cost for the demolition of the structures and improvements to be constructed under this agreement is Five Hundred Sixty-Two Thousand Four Hundred Sixty Dollars ($562,460). 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 surety bonds for the benefit of the City pursuant to Palo Alto Municipa! Code Section 2.16.230 to guarantee faithful performance of all of the provisions of this agreement and compliance with al! of the provisions of the Palo Alto Municipal Code, including Title 16, 18, and 21, and to secure payment to the contractor, his or her subcontractor and to persons renting equipment or furnishing labor or materials to them for the improvements required under this agreement. The amount of any performance ~bonds shal! be one hundred percent (100%) of the estimated cost of improvements and the amount of any labor and materials bond shall be fifty percent (50%) of the estimated cost of improvements. The surety bonds shall be in a form acceptable to the City Attorney. Among the obligations guaranteed by the security are 070501 syn 0120222 the costs and reasonable expenses, including attorney’s fees, of the City in enforcing the obligations secured. 13. 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 al! fees and taxes required by law. In the performance of this agreement, Subdivider shal! 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 California. 14. Inspection by City. Subdivider shal! at all times maintain proper facilities and provide safe access for inspection by City to all parts of the work. 15. Subdivider Not Agent 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. 16. Liability. Neither City nor any of its officers, agents, or emp!oyees 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 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 obligation 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. 17. 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 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. 070501 syn 0120222 18. 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 fina! 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 dwellings 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. 19. 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 shal! 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 shal! provide that the coverage afforded thereby shall be primary coverage to the ful! 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 sha!l 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 wil! be required to obtain a "Permit for Construction in a Public Street" ("Permit") prior to constructing any of the improvements set forth in paragraph 1 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 19. 20. Title to Public Improvements. Title to and ownership of all public improvements constructed hereunder shal! vest absolutely in City, upon completion and acce~tance thereof by City. 21. Final Drawings. Upon completlon of all improvements, subsequent to acceptance thereof by City, Subdivider shall supply City with "as-built drawings. The as-built drawings of the project shall consist of one (i) permanent (mylar--3 mil) drawing, and one set of computer-aided dr4afting (CAD) drawings (the "CAD Drawings"). The CAD Drawings shal! be without representation or warranty as to 070501 syn 0120222 any portion of the plans which contain reference to improvements that are not designed or constructed by geographic information systems, and depict all water, gas, wastewater, storm drain, electric, telephone, communications, and cable television facilities therein. The CAD Drawings shal! conform to the California Coordinate System, Zone 3 (CCS83) . The CAD Drawings shall be certified as being "as-builts" and shall reflect the job as actua!ly constructed, with all changes incorporated therein. The requirements of this paragraph 21 shall not apply to the private improvements to be performed hereunder, specified as Items 9-12 of Exhibit A hereof. 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. 22. Notice of Completion. Subdivider shall file, or cause to be filed, a Notice of Completion of the improvements herein specified. 23. Final Inspection, Acceptance and Certification. All of the improvements must be completed prior to the fina! inspection. Notice in writing, requesting fina! inspection shal! 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 sha!l be made in writing in accordance with standard City procedures. 24. Below-Market-Rate Program In-Lieu Fee Payment. In conformance with City’s BMR housing program requirements, City and Subdivider have executed a separate agreement dated 2007. 26. Grade Differential. The Project that is the subject of this agreement shall return to the City Council for further approva! if there is a change in the grade differential of one (i) foot or greater in height from neighboring sites. 27. ARB Compliance. The Project shall be constructed in compliance with all conditions established by the ARB. 28. Assigs~ent of Contract. Neither this agreement, nor any part hereof, sha!l 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. 29. Binding on Successors. The terms, covenants and conditions of this agreement shal! run with the land and shall apply to, and shal! bind, the heirs, successors, executors, administrators, assigns, contractors, and subcontractors of the parties. 070501 syn 0120222 30. Costs 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’ fees expended in connection with such an action. 31. Notices. All notices hereunder shall be given in writing and 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:Taube-Koret Campus for Jewish Life c/o SRG of Northern California 901 Mariner’s Island Blvd., Suite 700 San Mateo, CA 94404 IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed in duplicate the day and year first above written. CITY OF PAL0 ALTO tnt City Manager TAUBE-KORET CAMPUS FOR JEWISH LIFE, a California Non-Profit Organization APPROVED AS TO FORM: Assistant City Attorney By: Name: Title: Director of Pub~i£ Works Director Planning and Community Environment 070501 syn 0120222 9 CERTIFICATE OF ACKNOWLEDGMENT (Civi! Code § 1189) ) ) ) ~otary public in and for said County, persona!ly appeared -~h.~--~{~i.s---~a~sfa~z~y ev] ~e~e) to ~e the person ~.~) whose name (~’) ~s]~ subscribed to the within instr~ent, and ac~owledged to me that ~[/s~~ executed~L~e s~e in ~-/he~t~r authorized capacity ( ies ) , and that by ~=$/h~r~h~m signature ~{[19[) on the instrument the person(~), or the entity upon behalf of which the person{f~., acted, executed the instrument. WITNESS my hand and officia! sea!. 070501 syn 012(1222 10 State of California County of (DATE) personally appeared before me, t#’, ~/?~)~ ~ , (NOTARY) SIGNER(S) ,~. 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 ~is/her/tt~ir authorized capacity(i.e-s), and that by h-i-s/her/+hei-r signature(s) on the instrument the person(g), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official sea!. {" /i;/. NOTARY’S SIGNATURE "12ae information below is not required by law. However, it could prevent fraudulent attachment of this acknowl- edgment to an unauthorized document. CAPAC~ CILA~ED B~ $1~GNER (PRINCIPAL)DESCRI[PTI[ON OF A~AC~ ~OCUNENT ~ ~DIVIDUAL CORPORATE O~CER TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES TITLE(S) []PARTNER(S) []ATTORNEY-IN-FACT []TRUSTEE(S) []GUARDIAN/CONSERVATOR []OTHER: DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(1ES) OTHER o APA 1/94 VALLEY-SIERRA, 800-362-3369 EXHIBIT A TAUBE=KOF ET CA ’ PUS FOR JEWISH L FE Estimated Off-Site Construction Costs San Antonio Road Demolition $47,500 Storm Drain $14,840 Street Improvements $129,314 Signing, Striping, and Marking $10,000 East Charleston Road Demolition $27,182 Water $25,800 Sanitary Sewer $15,800 Storm Drain $17,000 Street Improvements $69,925 Signing, Striping, and Marking $6,400 Fabian Way Demolition Sanitary Sewer Storm Drain Street Improvements Signing, Striping, and Marking $16,600 $4O,OOO $10,460 $54,675 $3,600 Contingency Total = $73,364 $562,460 BONDING AMOUNT = $565,000 The Property Parcel 2 as shown on that certain Parcel Map, which map was filed in the Office of the Recorder, County of Santa Clara, California on June 27, 2003 in Book 762 of Maps at Pages 9 and 10. N:.T) ,k’I" ,\ Clients T¢ *KCJ I ’T m Propert,.,.x,,pd 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 ATTACHhIENT D AGREEMENT BETWEEN 899 CHARLESTON, A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION AND CITY OF PALO ALTO REQUIRING PROVISION OF BELOW-MARKET-RATE DWELLINGS AT 899 CHARLESTON ROAD, PALO ALTO, CALIFORNIA THIS AGREEMENT, made and executed this 13 tl~day of June , 2007 by and between the CITY OF PALO ALTO, a municipal corporation of the State of California, hereinafter referred to as "City" and 899 CHARLESTON, a California nonprofit public benefit corporation, hereinafter referred to as "Owner." R E C I TAL S: A. Owner owns and intends to develop that certain property in the City of Palo Alto, County of Santa Clara, State of California, generally known and described as 899 Charleston Road, Palo Alto, Cali.fornia (the "Property") and more particularly described in Exhibit A (property description) attached to this Agreement and a part of it. B. This project is subject to the City’s Below Market Rate (BMR) requirements as contained in Program H-36 of the Comprehensive Plan (Chapter 4-Housing) that new housing development include below-market-rate ("BMR") dwelling units. NOW, THEREFORE, the parties hereto mutually covenant and agree as follows: 1. BELOW-MARKET-RATE PROGRAM OBLIGATIONS. Owner agrees to provide BMR dwelling units as described in the 899 Charleston project (901 San Antonio Road); Taube-Koret Campus for Jewish Life ("TKCJL") - Summary of Below Market Rate (BMR) Program Agreement, attached hereto as Exhibit B and incorporated by reference. 2. REDUCTION OF UNIT. The terms of this Agreement shall not be altered, even if the number of units, size of units, or any other aspect of the project is altered. 070413 syn 0120196 3. 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. 4. COSTS 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’ fees expended in connection with such an action. 5. NOTICES. All notices hereunder shall be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To City:Office of the City Clerk To Owner: City of Palo Alto 250 Hamilton Avenue Palo Alto, CA 94301 Executive Director 899 Charleston 899 Charleston Road Palo Alto, CA 94303 6. LENDER CONSENT AND SUBORDINATION. Each and every beneficiary under a deed of trust encumbering the Property shall execute a lender consent and subordination agreement which shall be attached to and recorded with this agreement and a part of it. 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, a California municipa! corporation As~stant City Manager APPROVED AS TO FORM: Assistant City Attorney APPROVED AS TO-CONTENT: ..... ..t /i-/ Directdr of P~g’nnlng and Community Environment 070413 syn 0120196 2 STATE OF CALIFORNIA ) ) SS: COUNTY OF ~ f!’~b~££B~’~ ) personally appeared_ I ~ ~la,’~. , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Signature STATE OF CALIFORNIA ) ) SS: COL~TY OF ~-:~?" 7~. ~-~. ~zj~) Q ~C 7 before me ~ , Notary Pubhc, personally appeared £f2~q g---o l{,?~gg~’¢v , personally known to me " ’) to be the person whose name is subscribed to the within instrument and acknowledged to me that heNhe executed the same in ~/her authorized capacity, and that by h.~her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Signature 070413 syn 0120196 The Property Parcel ! of Tract No. 9876, which Tract Map was filed in the Office of the Recorder, County of Santa Clara, California on , 2007 in Book of Maps at pages ~ and ~ C:~Documents and Senings smrner Local SeIlh]gs lemporar~’ Inten~el t:iles OLK2 Tile lh-openy-2.doc EXHIBIT B Via E-Mai~ September ~:. 2006 John ]goe, Vice President Sates Regis Group of No. California 901 Mariners Island Blvd. Suite 700 San Mateo, CA 94404 ~&:sr m~c.com James Baer Premier Properties 172 University Avenue Palo Alto, CA 94301 ~i m b a e r (~_q~. c o m 899 Charleston Project (9{)! San Antonio Road); Taube-Koret Campus for Jewish Life ("TKCJL") -Summary of Below Market Rate (BMR) Program Agreemcn~ Dear John & Jim: Attached is the summary of the BMR program Ibr the 899 Charleston Project %r 24 BMR units with reduced entry fees and monthly charges that staff is recommending to the City, Council. The City Comacil has the final authority to approve the content of the BMR agreement as part of its review of the Planned Community (PC) application fbr the overall TKCJL pr@ect. The provisions described in this summary, including any revisions that may be approved by Council. will be incorporated into a formal BMR regulatory agq-eement that must be executed by TKCJL, 899 Charleston and the City and recorded against the property concun-ently with the final subdivision map. Please have the appropriate officers of TKCJL and 899 Charleston sign below to indicate acceptance of the BMR a~eement as stated in the attached summary. This signed letter, together with the attached summary x~ill be ~ .....September t-,[,~ meeting.included in the Council tackct for their Thank you both for your time and effort in working with my staff to develop an af%rdable housing program for moderate-income seniors in this important project. Z~,O t Jan dttor~ ~-a_venue FO. Box 10250 Palo Alto, CA 94303 By:. 899 Clhar eston Road Summary, of Below Market Rate Program Agreement For City Council Reviews’ September 200(; !o ]Introduction: This is a summary ("Summary") of the provisions of the Below Market Rate ("BMR") Agreement for the project, to be named 899 Charleston (lhe "899 Charleston Project") to be located at 899 East Charleston Road, Palo Alto, as part of the Taube-Koret Campus for Jewish Life ("TKCJL"). TKCJL will ground lease the land to 899 Charleston. This Summary will be incorporated into a formal BMR Regulatory Agreement to be executed by 899 Charleston, a California nonprofit public benefit corporation (the "Owner"), TKCJL, in its role as applicant and landowner, and the City of Palo Alto ("CiD~’’) and recorded concurrently with the final subdivision agreement. Approval of a rezoning to a Plarmed Community Zone (PC), and new designation under the City’s Comprehensive Plan as "Mixed-Use", are necessary.. for development of the 899 Charleston Project. As a significant component of the 899 Charleston Project, and subject to terms and conditions set forth in this Summary, Owner has agreed to provide twenty-:t\-)ur (24) affordable housing units for moderate income residents in satisfaction of the BMR Program requirements as stated in Program H-36 of the Housing Chapter of the Comprehensive Plan and has also agreed to provide reduced pricing for board and care services to the residents of the 24 BMR units for a term of fifty-nine (59) years. 2o Project Description: TKCJL acquired its 12.16-acre site (previously known as 901 San Antonio Road) on June 21, 2002. This site had been improved with a 6-story, 265,000 square foot commercial office building. In 2004, "I’KCJL sold a 4-acre portion of the site to Bridge Urban Infill Land Development, LLC ("BUILD"). BUILD has submitted a separate application for the development of a residential project that will include 103 "for-sale" housing units and 56 below-market rate rental housing units for seniors. The 8.16 acre remaining parcel has been increased by approximately 0.42 acres as a result of the pending purchase by the TKCJL of the KFC parcel located at San Antonio Road and Charleston Road. Accordingly, the TKCJL application includes a parcel of approximately 8.58 combined acres, or 373,782 square feet. The 899 Charleston Project is a component of the TKCJL Campus. The total building area of the TKCJL Campus is 432,278 square feet or an FAR of 1:16:1.0. The FAR includes: (i) 298,130 gross square feet for 193 senior residences and care units; and (it) 134,148 square feet for community center USES. The 899 Charleston Project consists of 193 units and associated common and support spaces for senior care housing for independent and assisted living and dementia care. it is anticipated that as of the date of initial occupancy of the 899 Charleston Project there will be 170 units for independent living, 12 units designed for assisted living and 11 units for dementia care. All t 93 traits will be licensed by the State of California as a Continuing Care Retirement Community ("CCRC"). The ratio of independent living, assisted living and memory care units will change over time as senior residents age "in place." Flexibility has also been provided for Owner to change the ratio of independent living to assisted living BMR residents during the term of the BMR Agreement. Exclusion of Dementia Care Facilities and Program Services from the BI~R Program: The City has determined that because of the intensity of care required for residents receiving dementia care services, that the discounted Monthly Charges will not apply to charges for care and sere’ices provided to residents receiving dementia care at the 899 Charleston Project. Under this BMR Agreement, BMR residents that move into the 899 Charleston Project as independent or assisted living residents, and then eventually need to enter the dementia care facility, will have to pay market rates for their Monthly Charges in the dementia care program. If the BMR resident was the sole occupant of the BMR unit prior to his or her move into the dementia care facility, then Owner will offer the vacated BMR unit (or a comparable substitute unit) to a new, qualified BMR household. 4.Cominuing Care Retirement Communities (’~CCRC"): The 899 Charleston Project will be licensed by the State of California Department of Social Ser~,ices as a Continuing Care Retirement Community ("CCRC’!) and must comply with mm~y rigorous State regulations and compliance requirements. The financing structure and operation of these facilities are very complex because of the combination of guaranteed continuing care, daily food and social, wellness and cultural programs, in addition to the housing component. It is estimated that dexelopment of the 899 Charleston Project will require more than $40 Million from donations to subsidize development costs and establish necessary reser~’es for future operations and resident care. BMR Program H-36 of the Housing Element Adopted December 2002: In approving the division of the original 12.16 acre TKCJL property to allow the sale of 4.0 acres to BUILD, the City determined that a twenty (20) percent BMR program requirement would apply to the senior residential facility pla~med by TKCJL on its remaining 8.16 acres. Under Program H-36, housing developments on sites of five or more acres have a 20 percent BMR requirement. For the 181 units (excluding the 11 dementia care units), the 20 percent BMR requirement would equal 36 units (181 times 20% equals 36.2 units). Residency in the 899 Charleston Project requires both an initial, one-time Entry Fee payment, which is based on the size and type of housing unit selected by the new resident, and substantial, ongoing monthly payments for maintenance of the unit, personal care, meals, activities, recreation, transportation and extensive support services. In order to provide lower, and thus more affordable, Entry Fees and reduced costs for Monthly Charges, the City, TKCJL and the Owner have agreed that 24 BMR units rather than 36 units will be provided. Because the some of the BMR residents will probably be two-person households, there will be more than 24 persons benefiting from the BMR program at any one point in time. The BMP, residents will receive a substantial discounl on the cost of both the initial Entry Fee and the Monthly Chames The BMR Program a~ ~he 899 Char!eston Projec¢ consists of the four following componems: No $5,000,000 Endowment for Financial Need. A $5,000,000 gift (the "Endowment Fund") has been provided to the 899 Charleston Project as an endowment, with the stipulation that the income be restricted exclusively for the support of Jewish residents of 899 Charleston or accepted applicants who cannot afford a portion of either the entry tee or the continuing monthly costs. These f~nds will be available for anyone who need financial assistance for any aspect of their stay at 899 (e.g., room/board, additional care, additional transportation, buying medical equipment devices, etc.,) Starting with the 16th year of the BMR program, 899 Charleston agrees to provide assistance to a maximum of 12 of the BMR m~its as a priority for the income for the endox~nent fund for support of any BMR resident who meets the eligibility requirement, so that the intent of the program is to provide 12 BMR units which may be available at any given time during the remaining 44 years of the BMR commitment period. It is understood by all parties to this agreement that the limitations on funding of such support I\~r these t2 units is the income, (both current and accrued) available from the $5.0 million endowment. In accordance with the terms of the endowment, the corpus of the $5.0 Million may never be drawn down. 899 Charleston Service Mission. 899 Charleston, a California non-profit public benefit corporation, has been formed and approved by the State of California. The mission of 899 Charleston shall be to provide a residential and assistance conmmnity for Jewish seniors although membership shall be open to the public and not limited to members of the Jewish community. 899 Charleston will not terminate the occupancy of any resident because of his or her inability to aft\~rd the monthly costs of room, food, care and extensive services to be provided at the 899 Charleston Pr~ect, subject to the standards of care relating to "spend down" provisions. 24-Units Subsidy of EnlW Fee. The 899 Charleston Project will be su~iect to a recorded BMR regulatory agreement ensuring that 24 housing units will be made available at entry tee levels that comply with the income and affordability standards prescribed by the BMR Program for 59 years as described in this Summa~:. For the first 15 years of operations, at least twelve (l 2) of the 24 BMR units shall be made available in units designed for Assisted Living, to the extent there is demand and need for such care from qualified applicants. For the remaining 59 year term of the BMR Agreement, Ox~q~er is only obligated to provide the 12 units to the extent of the capacity of earnings of the Endowment Fund to fund the difference between the market rate entry fee and the BMR entry fee. (1!Twelve (12) Congregate Care Units as specified in this Summary will be made available at a subsidized entry fee for 59 years, without use of any proceeds of the $5,000,000 endox~ent. These 12 units will be available, initially, as Independent Living Units with food and comprehensive support services. (2)Twelve (t2) units designed for Assisted Living will be initially made available as specified in this Summary,, but other comparable one bedroom units throughout the 899 Charleston Project may be substituted as Assisted Living units to meet program needs of both market rate and BMR residents. These 12 units will be available at a subsidized entry fee at income and affordability standards prescribed by the BMR Program without use of any proceeds of the $5,000,000 endouq-nent for 15 years. For subsequent years, the availability of these BMR units at a subsidized entry fee shall be through the use and extent of proceeds of the $5,000,000 endov~qnent. 24-Units Subsidy of Monthly Charges. For all the 24 BMR units, Owner will provide continuing support by subsidizing all monthly costs associated with room, care, food and extensive support services (the "Monthly Charges") at income and affordability standards prescribed by the BMR Program for 59 years on the following terms: (1)12 Congregate Care Units will receive continuing support by subsidizing all monthly costs associated with room, care, food and extensive support services (the "Monthly Charges:’) at income and affordability standards prescribed by the BMR Program for 59 years without use of any proceeds of the $5,000,000 endowment. (2)12 units designed for Assisted Living will receive continuing support by subsidizing all monthly costs associated with room, care, food and extensive support seB~ices (the "Monthly Charges") at income and affordability standards prescribed by the BMR Prograna for 59 years, without use of any proceeds of the $5,000,000 endowment for 15 years. For the remaining 59 years, Owner is only obligated to provide the monthly subsidy of the Monthly Charges for these Assisted Living Units to the extent of the capacity of the earnings of the Endowment Fund to fund the difference between the market rate for the Monthly Charges and the BMR fee as calculated according to the BMR Agreement. At all times during the entire 59 year term of the recorded BMR A,Rreement for 899 Charleston~ a total of 24 one-bedroom BMR units shall be provided bv Owner with subsidized Entry Fees and Monthly Char,~es for qualified BMR residents as described in this Summar~~. 6. Locations and Physical Description of the 24 BMR Units: 12 Congregate Care / Independent Living Units: All 12 units will be one-bedroom units with one bathroom and will range in size from a minimum of about 600 square feet to about 860 square feet of interior living space; these units will be distributed throughout the four floors and in different areas of each floor with from two to four BMR units per floor. At initial occupancy,, the 12 Independent Lixing Units wil! be designated as follows and as described in further detail in Attachment D: Table ~: Des~gna¢ion & Description of the initial 12 !Independent Living BMR Units Floor Nos.DescriptionNumber of BMR Units 4 3 Unit Plan Type G A M B4 Btdg & Unit No. K: 105, ")0’~ 305, 405 J:206, 306, 406 L: 202 °3,4 Approx. Net Square Feet 600 760 1 BR; 1 BA; No Balcony Base Entry Fee 1 BR; 1 BA Balcony.’ 1 BR; 1BA; Lg. Balcony, 1 BR; I BA; Balcony $221,000 $~_ 1.000 $~_~,000 $~..,000 770 H: 102,1, 2, 3, 4 860¯"~ 0"~,~ 9/£.~. O0~ {402 12 Units ....i --8,890 SF ’Average Fee = $264.8.~4 {,[Total = $~,178,000 Fee Per Square Foot $369 $331 $329 $~7_ Average i2 Assisted Living Units: All 12 units designed for Assisted Living will be one-bedroom units, with one bathroom, and are located in the assisted living area on the third and fourth floors of the 899 Ctx~leston Project. The assisted living area has its own small dining rooms and social areas in close proximity to the units, which are all either J or K floor plans. At initial occupancy, the 12 units designed for Assisted Living will be designated as follows and as described in further detail in Attachment D: Table H: Designation & Description of the initia! 12 BMR Units Designed for Assisted Living Number Unit Bldg. & Unit No.Floor Approx.Description Base Entry,Fee Per of BMR Plan No.Net Square Fee Square Units Type Feet {Foot 6 J, J1, J2 E: ~0a, ~0_~..~(9,3, 4 670 1 BR; 1 $259 000 $_~87 402,406, 407 I BA; No Balcony 6 K, K1,E: 305,306, 307,3, 4 740 1 BR; !$299,000 $404 K2 405,406,407 BA; Balcony 12 Units[[ ....i --8.450~ SF Average ....Fee = $279.000 Averaoe~ = $~97~Total = $~,~48,000 ~ Owner may’ change the designated independent living and assisted living units specified in the tables above, provided that comparable, or bevter, one-bedroom units are substituted for the units. Owner shall correct imbalances in the location of the BMR units by floor as vacancies allow. As part of Owner’s regular annual reports, Owner shall identi~’ the location and unit type of each of the 24 BMR units and describe the reasons for any changes that have made in the designated BMR units. 7o BMR Unit EntW Fees And Differences Be~’een Market & BMR Units For Re_~urn of Entw Fees: Discoun~ for BMR Unit EntW Fees: The BMR unit Entry Fees listed in Table I and Table II are based on a 47% discount from the initial market-rate Entry Fees for one-bedroom units with one bath that Owner intends to charge; thus the average market rate one bedroom independent unit will have an Entry Fee of approximately $565,000 and the average assisted living market rate unit will have an Entw Fee of approximately $594,000. Amortization of BMR Entry Fees Over 60 Months: Entry Fees for the market rate purchasers will be sold by Owner based on a guaranteed return of 90 percent of the purchaser’s original investment, whereas the BMR residents’ Entry Fees will be amortized over 60 months with a prorated share of the Entry Fee deducted for each month of occupancy. For example, if the BMR Entry Fee is $265,000, then $4,417 becomes non-refundable for each month of occupancy. Thus, after 60 months of occupancy, the BMR resident will not receive back any of his or her original Entry Fee, while market rate residents will always receive 90 percent of their original Entry Fee regardless of how long they reside at 899 Charleston. A large portion of what a person is purchasing when they enter a congregate care facility with the 90 percent lifetime refundable pricing is the ability to preser~e almost a!l of one’s capital investment and many seniors are willing to pay substantially higher for this feature. 8o Inflation increases oa the BMIR Entry Fees: Entry Fee increases Using CP]{: Increases in the Entry Fee for Independent Living BMR Units and Assisted Living BMR Units shall be limited to that percentage increase in the Consumer Price Index for All Urban Consumers (CPI-U) for the San Francisco, Oakland, San Jose area as published by the Bureau of Labor Statistics. The Base Index for all 24 BMR units shall be the CPI in effect as of the date that PC zone ordinance for the project becomes effective (the "Effective Date") (normally this is 30-days after the second reading of the ordinance by the City Council). The CPI in effect as of the date that the initial BMR occupant places their required twenty (20) percent deposit on their unit and executes a binding contractual commitment to move into 899 Charleston will be the CPI index used to calculate the percentage difference from the Base Index to determine the initial purchaser’s exact Entry Fee. For each subsequent BMR purchaser, the Entry Fee shall be adjusted using the percentage difference between the CPI Index (the "Current CP1 Index") in effect as of the date that the subsequent BMR occupant places their required twenty (20) percent deposit on their unit and executes a binding contractual commitment to move into 899 Charleston and the prior BMR resident’s Current CPI Index. Table !I!: Example of CPI Adjustment ofEntW Fees Unit Type: B4; 860 SF One Bedroom Independent Living Unit Base 2006 Entry Fee $322,000 [All CPI figures are hypothetical] Base CPI 226.8 t As of PC Zone Effective Date (lS~.) Current CPI { 230.6 ! As of 1s~. Purchaser’s Deposit Date Difference ! 3.8 points Dollar Increase in 2006 Base Entry Fee I $3,438 I $322,000 times 1.0676%1~ -" a~i ~"~’~ ’~°"~$3,438¯ t’urch~er’s Entry Fee I *~-~--’+~[ $~.000 + ~ (~ .) Cn~ent CPI 240.7 As of 2~°. Purchaser’s Deposit Date 10.1 points}Difference Percentage Increase over 2ha. Cu~ent 4.3800%10.1 / 230.6 .04380 = 4.3800% CPI ~ Dollar Increase in 1~. Entry Fee $14,254 $325,438 times 4.3800% ~urchaser’s Entry Fee J $_ _~9~69~$325.438 + $14.254 Cap on EntW Fees: In n0 event, shall a BMR unit’s the Entry Fee (as adjusted by the above CPI calculations) exceed 75% of the average market-rate Entry Fees/’or one-bedroom units in effect at the time of each CPI adjustment. Additional Entr?, Fee per AdditionM BMR Residen~ in a Uni~: An additional Entry Fee of $20,000 will be assessed for each resident ofa BMR unit over the first person. The $20,000 charge may be increased annually by the percentage increase over the Base CPI. An additional (returnable) garage fee of $20,000 per c~ will be charged. 9o Monthly Rent Mea~s arid Service C~arge Discoun~ for BMR Residents: BMR residents will receive a discount for rent, meals and service charges (the %Monthly Charges") so that tile Base Monthly Charge for a BMR unit occupied by one person is $2,430 per month. The Additional Monthly Charge for a second person in a BMR unit is $700 per month. $2,430 per month represents the following percentages of monthly gross income %r a single person household at each of the following income levels of seniors: (1)Very Low Income (50%; Area Median Income / AMI) = (2)Lower Low Income (60% AMI) = (3)Moderate Low income (170% AM!) = (4)Higher Low Income (80% AMI) = (5)Lower Moderate Income (100% AMI) = (6)Higher Moderate Income (120% AMI)= 79% of Monthly Income 669; of Monthly Income 56% of Monthly Income 49% of Monthly income 39% of Monthly Income 33% of Monthly Income The levels of Basic Services for residents of independent Living Units are set forth in Attachment B, subject to adjustments as set forth in Section 10 of this Sm~maary. The levels of Services for residents of Assisted Living Units are set forth in Attachment C, subject to adjustments as set forth in Section 10 and Section 11 of this Summary. 10. Increases in To~al Monthly Charges for Existing BMR Residents: a) Subject to the overall limit that total Monthly Charges may not exceed 80% of the 899 Charleston Pr~iect’s market-rate Monthly Charges t%r occupancy of a comparable unit, armual increases in total Monthly Charges will be allowed for existing BMR residents in accordance with the Senior Living Price Index (the ~Senior Index") adjustment described be!ow. b) The Senior Index shall be calculated as an average of the Ammal Cost Index published by the following organizations: 1)American Seniors Housing Association 2)American Association of Homes and Ser~dces for the Aging 3)National Investment Center for Seniors Housing & Care Industries c) If the listed organizations cease publishing, at least once per year, an index of the cost of monthly charges for CCRC facilities then the CPI-U Index used for the increases in the Entry F’ee shall be used to calculate increases in the Monthly Charges. d) Calculation of increases in Monthly Charges: Increases in Monthly Charges shall be calculated annually in order to become effective each July 1. The mmual Monthly Charges increase shall not exceed an amount equal to the percentaae increase in the *~Senior Index" as defined herein from the prior year’s Base Senior Index to the latest Senior Index available as of the Calculation Date. The %llowing is a sample, hypothetical calculation of an armual Monthly Charges increase: (1) Senior Index Available as of April 1 = 242.5 Less: Senior Index as of prior year’s April 1 =(225.2) Difference = 17.3 (12)17.3/225.2=.076821 (3)7.68% equals the annual pem~itted Monthly Charges increase in percent (4)$2,500 (Current Monthly Charges paid by BMR residents) times x 7.68% = $192.00 Maximum increase for the Monthly Charges (round to nearest dollar) (5) New Monthly Charges = $2,692.00 [$2,500 + $192] e) Owner shall calculate the annual Monthly Charges increase on April 1 of each year and provide such calculations to City for its review and confirmation of the permitted maximum increase. If the City does not confirm with Owner by April 30th the new Monthly Charges, Owner may implement a Monthly Charge increase that complies with the fommta. For the initial year after completion and occupancy of the BMR Units, the annual Monthly Charge increase percentage shall be prorated from the Effective Date 1o the April 1 st before initial occupancy, as necessary to account for the first period of Senior index changes being more or less than 12 months. ~) ~fhe resulting BMR Monthly Charges is the maximum applicable to existina BMR residents over the 12-montt! period following the annual am~iversary of the each Monthly Ct~arge change. However, the Monthly Charges for an existing BMR resident may not be increased more than once in any 12-month period. Oxvner must provide the BMR residents with a 60-day minimum written notification of any Monthly Charge increases. g) Monthly Charges less than the maximum allowed may be charged %r the BMR Units, at Owner’s discretion. With prior notice to the City, Owner shall have the right to increase the Monthly Charges for an existing BMR resident in excess of the amount allowed IBr the current year by the above formula in order to catch-up with Monthly Charge increases not taken in prior years. 1!. Increases in Tota~ Mont.h]y Charges for New BMR Residents: Monthly Charges for New BMR residents (for the new residents first 12 months of occupancy) shall be calculated by using the initial Base Monthly Charge of $2,430 per month and adjusting the $2,430 by the percentage change in the Senior Index tiom the Effective Date to the date that the new BMR occupant places their required twenty (20) percent deposit on their unit and executes a binding contractual commitment to move into 899 Charleston. !12o Charges for Higher Leve~s of Assisted Living, Services: O,,\q~er agrees to provide all BMR residents with its higher levels of assisted living ser~.’ices through to Level 1,as their health needs increase, services beyond Level 1 may be charged depending on the ability of the BMR resident to pay. Consistent with the 899 Charleston Service Mission outlined in Paragraph 5, the occupancy of any resident will not be terminated because of their lack of ability to afford the monthly costs of services. i3. BMR income and Asset Limits: a) Applicants for the BMR Prograrn will need to qualify within maximum income and asset limits prior to occupancy or, if already, a market rate resident, then prior to being oflicially designated by’ Owner as a qualified resident of one of the 24 BMR units. BMR residents do not need to be certified ~mnually to remain qualified for the lower blonthlv Charo.q.es provided by the B~ ,~IR Program. b) Two Income Limit Cateaories: There shall be two (2) different income level categories for applicants for the 24 BMR units: 1) Lower Moderate income - Household Income Up to I00% of AMI; and 2) Higher Moderate Income- Household Income Up to 120% of AMI While the units in a CCRC are not ownership housing units legally and the residents do not purchase their units, but rather pay an entry fee, for the purposes of the BMR program administration, the income limit and asset limit policies used in the BMR purchase program will be Used, with some modifications l\~r completing income certifications and qualif2,..,ing BMR applicants for residency in 899 Charleston. As shown in Table IV be!ow, 12 of the 24 BMR units must be occupied by’ households with incomes certified prior to initial occupancy as not greater than 100% of the AMI. Households with incomes below 100% of the AMI will be eligible to occupy the remaining 12 units, but ~hese units ,,,.’ill also be available to households with incomes up to 120% of AMI. Table IV: Income Limit Categories & Allocation of Unit Types Unit Types for Each Lower Moderate Inc.ome Applicants Hi~her Moderate Income Income Category (Up to 100% of AMI)Applicants (Up to 120% of AMI) Independent Lixing Type O - 4 units !Type A - ] unit on ~ Floor Txpe~. A -.~’~ milts on .~,~a~. . & _’~’d. Floors ~Type B - 4 units I I Type M - 1 unit Assisted Living Type J, J1, J2 - 6 units Type K, K1. K2 - 6 units Total: 24 Units 1~ units 12 units c) Income Certification: The Area Median Income (AMI) used for income certifications shall be the AMI for Santa Clara County as published (usually annually) by the Department of Housing and Community Development of the State of California (State HCD) for a 4 person household (the 100% of AMI) as adjusted for 1 and 2 person households. Attachment E contains the current (2006) income limits for the 100% and 120% levels. Owner shall have all BMR unit applicants prepare and submit documentation of their income and assets. The City, or its designee, shall review and approve the income and asset certification documentation and make the final determination of a household’s eligibility" for occupancy of a designated BMR unit prior to the applicant’s occupancy of the unit: Each BMR applicant’s household income and assets shall be certified according to procedures of the HUD Section 8 rental assistance program except as modified by this Summary. Both taxable and non- taxable gross income shall be included in determining whether the applicant qualifies for the BMR program. Attachment F shows examples of income and assets (both taxable and non-taxable) that must be included for income certification pro-poses. d) Gift Income and Financial Support from Others for Applicants: Regular gifts and other financial support provided by tSmily or others for the financial support ofa BMR applicant shall be included in the applicant’s total gross income subject to the income limit. If another person provides (or will provide, once the applicant resides at 899 Charleston, over fifty (50) percent of an applicant’s financial support, then the total gross income of the household of the person providing the support Shall be the determining income to quali~, the applicant for the BMR program. The maximum household income limii of the household providing over 50 percent of an applicant’s support may not exceed the 120 percent of AMI level adjusted for household size. Asset Limits: The regular BMR purchase program has a maximum asset limit for seniors (persons 62 years of age or older) of 200 percent of the purchase price of the BMR unit. Assets and funds belonging to the applicant to be used as a downpayment or purchase price are not included in the funds subject to the Asset Limit test. The BMR purchase program’s asset limit formula will also apply to BMR applicants at 899 Charleston. Maximum Asset Limits for 899 Charleston: A BMR applicant’s total assets must not exceed the Asset Limit for the BMR unit which they will be occupying and that limit is: 200 percent of the unit’s EntU Fee. Funds belonging to the applicant that will be used to pay the Entry Fee will be excluded from the applicant’s maximum asset limit. Funds (whether by loan or gift) being provided by family or others to pay all or a portion of a BMR applicant’s Entry Fee will count as part of the applicant’s total assets in determining whether the applicant meets the Asset Limit test. t4o Preferences for Selection of BMR Residences: Preferences for the selection of BMR Residents shall be given by Ox~q~er to applicants in the %llowing order consistent with established past practice in the BMR program: (1) First, to applicants that are current residents and / or are employed within the city limits of the City of Palo Alto (this includes BMR program qualified 899 Charleston Prqiect residents that are paying market rates); (2) Second, to applicants who retired from a job located within the city limits of the City of Palo Alto, including former employees of the Palo Alto Unified School District; (3) Third, to applicants with a~ adult child or caregiver that resides and / or is employed within the city limits of the City, of Palo Alto; (4) Fourth, to other qualified applicants. !5o Waiting List & Selection of BMR Residents: Owner shall be responsible %r advertising vacancies in the BMR Program, providing information to prospective BMR applicants and maintaining a waiting list for the BMR Units, if there is sufficient demand for the Program. Owner shall publicize the BMR Program to create awareness among low and moderate-income seniors residing in Palo Alto. Contacts shall be made, and information provided on a regular, ongoing basis with local managers of subsidized, independent living senior housing projects and with providers of social services to seniors, such as Avenidas and La Comida. Information about the Program shall also be regularly provided to local infom~ation and referral agencies, public libraries and the City’s Family Resource Center. 16. ~nformationai MateriMs: Ox\.qqer shal residents at restrictions 1 provide infomaation, in writing, to interested households and to prospective BMR the time of submitlal of an application for residency regarding the conditions and applicable to occupancy of the BMR Units. This information shall include: (1) the entry tee ibr the available BMR Units; (2) the current monthly rate for BMR Monthly charges for new BMR residents; (31) the methodologies and formulas for calculation of annual increases to the Monthly Charges for existing BMR residents, (4) the qualii3’ing income and asset limits, and the requirement for an initial income and asset certification prior to acceptance as a BMR residem; (15) the income limit groups; (6) the preferences for BMR applicants; and (7) Owner’s waiting list procedures and standards %r resident screening and other relevant infom~ation as Ow~aer may desire, or the City may require in the future. Owner shall submit all in%rmational materials and %nns of its residency agreements, resident handbook and rules for the 899 Charleston Pr@ect to the City for approval prior to use. If the City does not cormnent or approve such materials within 3(t days of submittal by Owner, then the malerials shall be deemed approved by the City. Except for the BMR Unit sizes and the location of the BMR Units, as set forth in Paragraph 6, the BMR Units shall be comparable in all aspects to the market-rate housing units including, but not limited to, construction, quality appliances, cabinets, bathroom fixtures, appearance, flooring materials, finish work, amenities, storage units, parking spaces and access to all facilities. Valet parking is available on an equal basis to both BMR and Market Rate Residents. Prior to occupancy of the t3MR Units, the City, or its designee, shall inspect the BMR Units to determine that they meet the construction and finishing standards stated in this BMR Agreement. and the City Manager shall approve the acceptance of the BMR Units into tl~e BMR Program. i8. City’s Program Admir6stra¢or: The Department of Planning and Conmmnity Development admimsters the BMR Program. The City’s contract program administrator for the BMR Program is the PAt-IC Housing Services, LLC. The City may assign any, or all, of the administrative duties for the BMR Program at 899 Charleston (including review, approval and monitoring functions), to its program administrator or other designee. 19o Annua_~ Repor~ of BMR Program: Owner shall prepare and submit to the City, on an a~mual basis, a report covering the statistics about the BMR residents, the waiting list, the BMR Entry Fees, the BMR Monthly Charges and actual data as needed to comply with the provisions of this Summary regarding market-rate Entry Fees and Monthly Charges for comparable units, and other inlk)rmation, in a form specified by the City. 20° City’s Rig]it to Monitor and Andit tl~e BMR Program: The City, or its designee, shall have the right to periodically monitor and audit Owner’s management ai~d implementation of the BMR Program to determine whether the correct procedures and rules are being followed. The City may examine the residents’ income certification files, verify that the correct BMR rates are being charged, review the designation of BMR Units and monitor other maVters, as necessary, to determine compliance with the BMR Agreement. Ox~er shall cooperate fully with the City, or its designee, in the monitoring, review and auditing of the BMR Program. 2t. Er~forcement of the BMR Agreement and Remedies for Non-Compliance: Should the City find that there is non-compliance with the BMR Program requirements and procedures, the City shall provide Owner notice, in w~-iting, of the problems and an appropriate period of time (depending on the nature of the problem) to achieve compliance with the BMR Agreement. If Owner does not achieve satisfactory compliance with the BMR Program Agreement within the time period set by the City, or if Owner demonstrates repeated or an ongoing lack of staff capacity mad capability to administer the BMR Program, then the City reserves the right to directly perform, review or contract with a third party for the performance of any, or all, of the administrative tasks necessary to implement the BMR Program. Such tasks may include, but are not limited to, the preparation of informational materials, conducting the initial income and asset certifications, the calculation of total charges and annual increases and other related tasks. Owner will remain completely responsible for selecting the BMR residents, determining their suitability for independent and assisted living, conducting Owner’s normal resident screening process unrelated to the BMR Program and enforcement of the terms of the residency. Should the City find it necessary to take over the administration of the BMR Program. Owner agrees to reimburse the City’ for its costs of such administration at the City’s standard billing rates for time. overhead and materials. The City may contract with a third party, to perform these tasks, and Owner agrees to reimburse the City for the costs of such contracted work, in addition to the City’s costs for review and oversight of the Program. The recorded BMR Regulatory Agreement will contain a provision for the assessment of penalties against Owner for non-compliance with the BMR rules and requirements based on gross or deliberate negligence or fraud in the administration of the BMR Program. 22. Guidelli~_es~ Administrative Procedures and ~_r~erpreCations: The City may, from time-to-time during the term of the BMR Regulatory Agreement, adopt or approve guidelines, procedures and interpretations affecting the implementation of the BMR Program, in general, and its implementation in the Project, in particular. Ow~er shall not unreasonably refuse to follow such revised guidelines, procedures and instructions from City. However, tile calculation of*he maximum BMR Entry Fees and charges for BMR Monthly Se~,ices, and the designation of unit types for BMR resident occupancy, shall not be changed without an amendment to the BMR Regulatory Agreement, which shall require the consent of both Owner and City. 23° Term of Agreement: The tem~ of the recorded BMR Regulatory Agreement shall be 59 },ears, conm~encing on tile date of first occupancy of any portion of the Project. 24, Provision of BMR Agreement to be Binding on 899 Charleston: Owner and the Director of Planning and Community Environment have discussed and negotia,ed the terms of this Agreement, and each of the parties signature(s) on the attached letter coulombs their agreement with these provisions. This le’tter, and this Summary Agreement, will be a part of the City Council’s agenda packet at its pt~blic hearing on the Project and referenced in the ’IKCJL Conditions of Approval. Prior to issuance of the first Building Permit for the 899 Charleston Project, a detailed BMR Regulatory Agreement shall be prepared in a form satisfactory to the City Attorney (based upon the City Council’s direction and action in approving the Project). The BMR Regulatory Agreement will be executed by Owner and the City, and recorded against the 899 Charleston Properly. The BMR Regulatory Agreement will include the provisions of this Summary Agreement, with any modifications made by the City Council. The BMR Regulatory Agreement will be a contractual obligation of Owner and its successors-in-interest, and shall rnn with the land. It is City policy to require that lenders, and other parties with secured interests in the 899 Charleston Project, subordinate their interests to the City’s BMR Regulator)’ Agreement. L~ST OF ATTACHMENTS A B D E F Property Description [to be included in recorded BMR agreement] General Description of Basic Ser%ces for Independent Living Residents at 899 Charleston General Description of Assisted Living Basic Services Description of Designated BMR Units Income Limits for 899 Charleston for 2006 Examples of Income (Taxable and Non-Taxable) and Assets that Must be Considered to Determine Qualification as a BMR Resident Attachment "A" Parcel 1 of Tract No. 9876, which Tract Map was filed in the Office of the Recorder, County of Santa Clara, California on , 2007 in Book of Maps at pages ~ and ~ C:,I)ocuments and Sellings sturner,Local Seuings -lemp;}raD, lnternel Files OLK2 :\uachmenl A.D(IC General Description of Basic Ser~ices for ~ndependent Living Residents at 899 Charleston (1)Three meals served in common dining rooms; monthly charges include a meal plan which allows for resident feasibility. (2)Weekly housekeeping and trash removal. (3)Weekly laundry of towels and linens. (4)Varity of physical fitness, creative, social, learning and spiritual activities and programs, and classes available on-site. (5)Transportalion available for medical appointments and individual recreational outings on a pre- arranged or scheduled basis. (6)Tray service for meals in one’s apartment after a hospital stay and during a temporary illness. (7)Resident-sponsored clubs and a resident association. (8)Periodic health checks and screening. (19)"Trained staff available 24-hours a day for assistance in an emergency. (10) Valet parking. (4) (7) (9) (10) 11 12) General Description of Assisted Living Basic Services (In Addition to Independent Living Basic Serwices) PersonMized C~.e-On-©ne Sep4ces and Assistance Based on Regular Evaluations of ~he Resident’s Needs: Conducting regular and periodic assessment of needs. Medication management - ranges from reminders and supervision to complete storing, ordering, hmadling and dispensing of all medications. Dressing and clothes selection assistamce. Personal hygiene and grooming assistance (shox~ ering, bathing, care of teeth and dentures). Socialization activities, including specific activities for residents with mild memory ilnpairment. Mobility and transferring assistance - particularly for residents using walkers and wheelchairs or especially prone to falling. Escort services t\~r daily walks, shopping, doctor visits, errands or group recreational outings. Complete personal laundry services. Physical fitness classes and therapy oriented to the physically frail. Reminders and cues for daily meals and activities - wakeup and bedtime checks. Continence management. Stalf trained in working ~xith frail seniors and those with early stage dementia or mild memory problems. Dining areas tend to seat fewer residents and are located more closely to the ap~tments. Assisted living facility floor plans tend to be easy to navigate, with most of a resident’s daily needs and activities being located in close proximity to their apartment or with staff available to assist with moving around the facility. X CD r’- 0 Atlachmen~ E Income Limits for 899 Charleston for 2006 Lower Moderate Income T HigherModera~e!ncome Limits |Limits Household Size !00 %0 AM~120% 1 $73,900 S88,600 2 s 4,4o s o ,3o 3 ~$95,00~$1!3,900 4 [’$105,500 ]$126,600 5 [$113,900 t $136,700 6 t $122,400 j $146,900 AMI = Area Median income for Santa Clara CounD’. The AMI for a 4-person household as of 4/06106 as published by State HCD if$105,500. All income limits are derived from the $105,500 using household size facto~-s issued by HUD and State HCD & are rounded co the nearest $t00. Attachment F Examples of ~ncome (Taxable arid Non-Taxable) and Assets That Must Be Considered Determine Qualffica~ion of a B~’~R Resident The HUD guidelines for the Section 8 rental assistance program shall be used in calculating income and assets, except as modified in this BMR agreement and this Attactm~ent F. Gross Income Wil! Include. but Not Be Limited To: 1)Pension income 2)Gross social security (be%re deductions for Medic~e insurance) 3)Interest 4)Dividends 5)Capital gain distributions from mutual funds 6)Gross Annuity payments 7)Gross Distributions from IRA accounts 8)Distributions from 401 (k), 457 and other retirement savings plans 9)Net self-employment income (before depreciation) 10) Wages and Salary Income 11) All Net rental income from personal or real property (before depreciation) 12) Net profits from sate of investment assets such as stocks and bonds 13) Gift income 14) Trust income 15) Payments from a long-term care insurance policy ! 6) If not included in the above list, income from assets (excluding the personal property of the applicant) wi!l be calculated at the greater of: a.2% per year times the market value of the asset, or b.The actual net income produced by the asset 17) Other forms of income not specifically listed above ~-pical l) 2) ~) 5) 6) 7) 10) 11) ~2) ~3) Assets Subiect to the Limitation on Assets: Cash in bank accounts, savings, money market accounts, etc. Mutual funds IRA accounts Deferred Compensation, 401 (k) accounts and similar retirement savings accounts Cash value of life insurance policies Cash ~’aIue of a~muities, if any Value of a business o~ed investments in gold, coins, original art, diamonds, etc., if the total value of such assets exceeds fifty thousand dollars ($50,000) Equity in all real property owned, including a current or former personal residence Expected distribution as a beneficiary of an estate or trust Automobiles, other than one auto per household for personal use Other assets, not listed Personal property such as household goods, furniture, clothing and personal items including one automobile l~,r personal use. and reasonable amoants of china, crystal, silver pieces and collectibles is excl~ded from assets su~ect to the asset limits. Attachment E JOINT RECREATIONAL USE AGREEMENT This Joint Recreational Use Agreement ("Agreement") is made and entered into this 13thday of June , 2007 ("Effective Date"), by and between the Oshman Family Jewish Community Center ("JCC’), a non-profit foundation, and the City of Palo Alto ("City"), a chartered municipal corporation. RECITALS A. Taube Koret Campus for Jewish Life owns certain real property consisting of approximately 8.5 acres at San Antonio Road, Charleston Avenue and Fabian Way in Palo Alto, Santa Clara County ("Property") as shown on that certain Final Map recorded in the Official Records of Santa Clara County on ., 2007, in Book__of Maps at pages__ through__ B. Among other uses on the Property, the JCC is developing a Community Center ("Center") consisting of 130,000 square feet - 113,000 square feet for Center uses and 17,000 square feet for preschool classrooms. The Center will be constructed in phases. The play field and Building C, which is anticipated to contain classrooms with sinks, ceramic, music, art and multipurpose classrooms, may be built after completion of the first phase. C The Property is in a Planned Community zoning district, which is intended for a unified comprehensively planned development that is of substantial public benefit. D The Center will be available for use to all City residents if they are members of the Center. Additionally, the JCC will provide great public benefit through an arrangement with the City for the joint recreational use of the Center. AGREEMENT NOW THEREFORE, in consideration of the mutual covenants and conditions set forth herein, the parties agree as follows. 1. COOPERATION. The parties hereby agree to cooperate and work together in good faith toward the implementation and scheduling of the joint recreational uses considered herein. Although there are currently no jointly sponsored programs agreed upon, it is a goal of the parties to develop jointly sponsored programs which benefit both parties. 2. FACILITIES. The Center’s recreational facilities to be shared with the City shall include one-half (1½) of the gymnasium, the dance/yoga room, classrooms with sinks, the play field, meeting rooms, the cultural hall and performance center, and the teen center (collectively "Facilities"). The Facilities to be shared are depicted on the site plan attached hereto as Exhibit A, and incorporated herein by this reference. Portions of the Center, N:\DATA\ClienIs\T\TKCJL\Join[ Use Agm\Joint Use Agrm FinaLwpd including the preschool classrooms, storage, locker rooms and the aerobics room, are not available for City use and are not part of the shared Facilities. 3. USE. The Facilities shall be available to the City, for exclusive City sponsored programs or jointly sponsored programs, on a scheduled basis as outlined in Exhibit B. The City shall not reserve use of the Facilities for the purpose of leasing or renting to another group. 3.1. Scheduled Use. The City must schedule use of the Facilities for exclusive or jointly sponsored programs six (6) months in advance, with the exception of the use of the cultural hall and performance center, which must be scheduled one (1) year in advance. If the City desires to rent the teen center or other portion of the Facilities on shorter notice or outside of the schedule outlined in Exhibit B, the City shall pay for that rental at the standard rate charged to other nonprofit organizations by the JCC. 3.1.1. Cancellations. If for any reason the City cancels a program or use of any portion of the Facilities, the City shall let the JCC Chief Executive Officer know by email as soon as possible after the decision to cancel has been made. If it is unlikely that the program or use of a portion of the Facilities will take place, the City shall inform the JCC four (4) weeks in advance so that the JCC may begin considering alternative uses for those portions of the Facilities during those times. In no event, shall the City notify the JCC less than two (2) weeks in advance that a program or use of any portion of the Facilities is being cancelled. Upon cancellation, the JCC regains the right to use or rent to another that portion of the Facilities which were originally scheduled for City use. Subsequent to cancellation, the City may not regain the right to use that portion of the Facilities during that time, unless otherwise approved by the JCC. 3.1.2. Review Committee. A review committee consisting of at least one (1) JCC representative and one (1) City representative ("Review Committee") shall meet at least annually to determine the operations, programs and schedule for City use, both with respect to exclusive City sponsored programs and any jointly sponsored programs that may be agreed upon. The Review Committee will also discuss problems related to the City’s use of the Facilities and any requested changes to the usage schedule. Attached hereto as Exhibit B is a usage schedule for City programs, including both exclusive City sponsored and jointly sponsored programs. If additional space, not contemplated in the attached usage schedule, is later added to the JCC, the Review Committee will discuss the potential for sharing that additional space and modifying the usage schedule. Nothing in this Agreement is intended as an obligation to develop any or all of the Facilities discussed in Exhibit B. 4. CLOSURES. The JCC will be closed to all uses, including City use of the Facilities, on major Jewish holidays, with the exception that the Facilities may be rented to a synagogue or Jewish organization for Rosh Hashana and/or Yom Kippur. The JCC will close at 6:00 p.m. for Erev Rosh Hashana, Kol Nidre, Erev Sukkot and Erev Passover. The JCC will be closed all day for Rosh Hashana First Day, Yom Kippur, Sukkot First Day, Shemini Atzeret, Passover First Day, and Shavout First Day. Rosh Hashana, Yom Kippur, 2 N:\OATA\Clients\T\TKCJL\Joint Use Agm\Joint Use Agrm Final.wpd Sukkot and Shemini Atzeret usually occur in September or October, Passover usually occurs in March or April, and Shavuot usually occurs in June. 5. REGULATIONS. Each and every person entering the Center or using the Facilities shall abide by the reasonable rules and regulations, if any, adopted by the JCC. City staff and program participants shall abide by the same rules as JCC members. 5.1. Staffed Proqrams. All City sponsored programs and jointly sponsored programs shall be staffed. A City staff member or an insured City contractor shall be at the Facilities supervising each and every program at all times. The City staff member or insured City contractor supervising the program shall be the first person to arrive at the Facilities for the program and shall be the last person to leave the Facilities after the conclusion of the program. The supervising City staff member or insured City contractor is responsible to make sure that any items brought into the Facilities for a City program are removed from Facilities at the conclusion of each program and that the Facilities are returned to the condition in which they were found. The supervising City staff member or insured City contractor is additionally responsible to lock the doors to the Facilities upon exiting. 5.2. Security/ Procedures. The City shall abide by and follow all JCC security procedures. If the City loses security related items, including access card(s) and/or key(s), the City shall notify the JCC immediately. The City shall pay for any and all costs associated with replacing the lost security items and/or re-securing the JCC through the installation of new access codes, locks or other security mechanisms. 5.3. Kashrut Policies. No one shall cook, serve or bring shellfish or pork onto the Facilities. 6. COSTS. The use of the Facilities shall be at no cost to the City, with the exception that the City shall pay for: (1) the estimated utility costs, and (2) any incremental costs for security and janitorial services ("Incremental Costs") incurred during the use of the Facilities for exclusive City sponsored programs. The estimated utility costs shall be determined by the JCC as a price per square foot and charged as an hourly rate ("Estimated Utility Costs"). For jointly sponsored programs, the City shall pay fifty percent (50%) of the Estimated Utility Costs, but shall not be responsible for any Incremental Costs. The City shall pay Incremental Costs only for additional janitorial services required as a result of the City’s exclusive use of the Facilities and for additional security when deemed necessary by the JCC for exclusive City sponsored evening events, events held at hours when the Center does not usually operate or when the Center does not have another program going on at the same time, or events with 75 or more people. 6.1. Advance Payment. After City programs are scheduled, the JCC will determine the Estimated Utility Costs and Incremental Costs, if any, owed by the City and prepare and send an invoice to the City. The City shall have thirty (30) days within which to remit payment to the JCC. If the City fails to timely remit payment, the JCC shall have the right to charge ten percent (10%) interest or the maximum allowed by law on the amount due. 3 N:\DATA\Clients\T\TKCJL\Joinl Use Agrn\Joint Use Agrrn Final wpd 6.2. Payment for Damaqes. In the event that anyone, during an exclusive City sponsored program, causes any damage to the Facilities, the City shall pay for any and all costs incurred by the JCC to repair or replace that damage. If the damage occurs during a jointly sponsored program, the City shall pay fifty percent (50%) of the damages. If the City fails to timely remit payment for the damages within thirty (30) days of receiving an invoice, with backup documentation, the JCC shall have the right to charge ten percent (10%) interest or the maximum allowed by law on the amount due. 7. TERM. This Agreement shall commence upon the Effective Date and remain in full force as long as there is an operating Center on the Property. 8. INSURANCE. The City shall provide to the JCC and the JCC shall provide to the City adequate evidence of self-insurance or certificates of insurance evidencing the following insurance coverages issued by carriers of recognized financial responsibility: 8.1. Comprehensive General Liability. Two Million Dollars ($2,000,000) combined single limit per claim and Three Million Dollars ($3,000,000) in the aggregate for bodily injury, personal injury and property damage. If Commercial General Liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the use of the Facilities or the general aggregate limit shall be twice the required occurrence limit. 8.2. Automobile Liability. One Million Dollars ($1,000,000) combined single limit per accident for bodily injury and property damage. 8.3.Workers’ Compensation and Employers Liability. Workers’ compensation limits as required by the Labor Code of the State of California. One Million Dollars ($1,000,000) per accident for bodily injury and property damage. 9.MUTUAL INDEMNITY. 9.1 The City agrees to protect, defend, hold harmless, and indemnify the JCC its officers, directors, employees, agents, members and invitees from and against al! claims, injuries, liability, loss, costs, expense, or damage, however caused, including all costs and attorneys’ fees, for any loss of or damage to property (real and/or personal) and for personal injury to or death of any person(s) which may arise from the City’s use of the Facilities, except due to the JCC’s (or its officers, directors, employees, or agents’) sole negligence or misconduct. 9.2. The JCC agrees to protect, defend, hold harmless, and indemnify the City, its officers, directors, employees and agents, from and against all claims, injuries, liability, loss, costs, expense, or damage, however caused, including all costs and attorneys’ fees, for any loss of or damage to property (real and/or personal) and for personal injury to or death of any person(s) which may arise from the JCC’s use of the Facilities, except due to the City’s (or its officers, directors, employees, or agents’) sole negligence or misconduct. 4 N:\DATA\Clients\T\TKCJL\Joint Use Agm\Joinl Use Agrrn Finai.wpd 10. DEFAULT. If either party fails to cure any breach of its obligations hereunder within thirty (30) days following written notice from the other party, or if such cure cannot be completed within the thirty (30) day period using diligent efforts, then within a reasonable period of time, provided that the defaulting party commences to effect the cure within the thirty (30) day period and thereafter diligently pursues the same to completion, then the non-defaulting party may commence dispute resolution proceedings as set forth in Paragraph 11 of this Agreement. 11. DISPUTE RESOLUTION. If the parties are in dispute regarding any condition or section of this Agreement, the parties shall endeavor to settle the dispute by mediation. Each party shall bear its own costs and attorneys’ fees in connection with the mediation. If the parties are unable to settle the dispute by mediation, the parties shall submit the dispute to arbitration. Any award under arbitration shall be binding and the prevailing party shall be entitled to recover its costs and attorneys’ fees in connection with the arbitration. Any demand for mediation or arbitration shall be made within thirty (30) days from the date the dispute arose. During any mediation or arbitration, the parties shall continue to perform in the manner and within the time periods required under this Agreement. 12. ENTIRE AGREEMENT; AMENDMENT. This Agreement represents the entire agreement with regard to the joint recreational use of the Facilities between the parties and supercedes any other written or oral agreements or understandings between the parties. Any alterations or amendments to the terms of this Agreement must be in writing signed by both parties. 13. NON-ASSIGNABILITY. This Agreement may not be assigned by either party, except that the JCC may assign this Agreement to a successor owner to all or a portion of the Property who maintains a Center. The Agreement shall be binding and inure to the benefit of the successors of the parties hereto. 14. WAIVER. The parties agree that any waiver by a party of any breach or violation of any term or condition of this Agreement by any other party shall not be deemed to be a waiver by that party or another party of any other term or condition contained in this Agreement or waiver of any subsequent breach or violation of the same or any other term or condition. The acceptance by a party of the performance of any obligation or duty by another party shall not be deemed to be a waiver of any term or condition of this Agreement. 15. NOTICE. All notice or communication required hereunder shall be written and given either personally, by email, or by certified mail, return receipt requested, provided that notification related to cancellations must be provided by email. If given by certified mail, the notice or communication shall be deemed to have been given and received on the first of actual receipt or five (5) days after the certified letter containing the notice, properly addressed, with postage prepaid, is deposited in the United States mail. If personally delivered, the notice shall be deemed to have been given when delivered to the party to whom it is addressed. If by email, the notice or communication shall be deemed to have been given and received when sent electronically to the correct address without notification of any delivery error. Any party hereto may at any time, by giving ten (10) days 5 N:\DATA\Clients\T\TKCJL\Joint Use Agrn\Joint Use Agrm Fina! wpd notice to the other party hereto, designate any other address in substitution of the address to which the notice or communication shall be given. Notices or communications shall be given to the parties at the addresses set forth below: JCC:Chief Executive Officer Oshman Family Jewish Community Center 3921 Fabian Way Palo Alto, CA 94301 Email: asataloff@paloaltoicc.or,q Phone: (650) 852-3540 Fax: (650) 213-8136 City:Director of Community Services City of Palo Alto 1305 Middlefield Road Palo Alto, CA 94301 Email: richard.iames@cityofpaloalto.orq Phone: (650) 463-4951 Fax: (650) 321-5612 16. SEVERABILITY. If any provision of this Agreement is held to be illegal, invalid, or unenforceable, in full or in part, then such provision shall be modified to the minimum extent necessary to make the provision legal, valid, and enforceable, and the other provisions of this Agreement shall not be affected thereby. 17. NO PARTNERSHIP. Nothing contained in this Agreement shall be deemed or construed as creating a partnership, joint venture, unincorporated association, or other similar relationship between JCC and the City, and neither party shall have the authority to assume or create any obligation or make any representation on behalf of the other party. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above. Oshman Family Jewish Community Center 7’//~~~ By: .. Alan Sataloff f / Chief Executive Officer/ Dated: June 13, 2007 City of Palo Alto B y:~ < .~ .......,. Ci[y Manager N:\DATA\CllenIs\T\~KCJL\Joint Use Agm\Jo~nl Use Agrm Final.wpd Attest: City Clerk APPROVED AS TO FORM: Ctt~"Attorney APPROVED AS TO CONTENT: N:\DATA\ClienIs\T\TKCJL\Joint Use Agm\Joint Use Agrm Final.wpd Exiibi t A Steinoer~ Plaza Levet Site Plan O_hm~n Family ..... ~,ommuni~ Center Exhibit B Schedule For Exclusive City Sponsored Programs and Joint City-JCC Sponsored Programs The times indicated herein for the City’s use of the Facilities encompass the time necessary to prepare for and close down the program. If the City does not schedule use of the Facilities during any one (1) of the listed times, the JCC may use the Facilities or rent them to another group. If the City does not use any of these time slots, either because it does not schedule their use or cancels their use, for a period of eighteen (18) months, these minimum times shall be automatically modified to reflect a reduction in minimum usage. 1. Gymnasium. One-half (½) of the gymnasium, which is one (1) court, shall be available for exclusive City sponsored programs and jointly sponsored programs: A.Exclusive City Sponsored Proqrams. Friday Saturday Sunday 6:00 p.m. - 11:00 p.m. 8:00 a.m. - 11:00 a.m. 7:00 p.m.- 10:00 p.m. One-half (½) of the gymnasium shall be available on one (1) weekday afternoon and one (1) weekday evening. The weekday afternoon and weekday evening on which the City schedules use of the one (1) court may not be the same weekday: Monday, Tuesday, Wednesday or Thursday Monday, Tuesday, Wednesday or Thursday 1:30 p.m. - 4:30 p.m. 6:00 p.m.- 11:00 p.m. The City will have an opportunity to rent the entire gymnasium at the standard rate charged to other organizations by the JCC sixty (60) days in advance, if no portion of the gymnasium has already been scheduled for another use. If the City has already reserved the use of one-half (1½) of the gymnasium, the City shall only be charged rent at the standard rate charged to other organizations by the JCC for the additional one-half (½) of the gymnasium rented. B. Jointly Sponsored Proqrams. A jointly sponsored program taking place on one (1) court may be scheduled on one (1) weekday: Monday, Tuesday, Wednesday or Thursday 7:00 p.m. - 11:00 p.m. 2. DancefYoqa. The 1,600 square foot room with hardwood floors shall be available for exclusive City sponsored programs only on: Friday Saturday Sunday 7:00 p.m. - 11:00 p.m. 10:30 a.m. - 2:00 p.m. 1:00 p.m. - 4:00 p.m. 1 N:\OATA\Clients\T\TKCJL\Joint Use Agm\Joint Use Agrm Ex B Final wp[J Monday through Thursday Monday through Thursday 10:00 a.m. - 11:00 a.m. 2:00 p.m. - 3:00 p.m. 3.Teen Center. The 2,000 square foot teen center room shall be available for exclusive City sponsored programs and jointly sponsored programs three (3) times per month: A.Exclusive City Sponsored Proqrams. Friday Saturday 6:00 p.m. - 11:00 p.m. 8:00 a.m. - Noon. Friday evening events at the teen center shall end no later than 10:00 p.m., but clean up may last until 11:00 p.m. B.Jointt’7 Sponsored Proqrams. On one (1) weekday: Monday, Tuesday, Wednesday or Thursday 3:00 p.m. - 10:00 p.m. 4. Meetinq rooms. Two (2) meeting rooms adjacent to the teen center shall be available for exclusive City sponsored programs: Friday Saturday Sunday Monday - Thursday Monday - Thursday 7:00 p.m. - 11:00 p.m. 8:00 a.m. - 2:00 p.m. 1:00 p.m. - 9:00 p.m. 10:00 a.m.- 11:00 a.m. 2:00 p.m. - 3:00 p.m. The meeting rooms are carpeted and shall not be used for arts & crafts or other classes which involve materials that may cause damage to the carpets. 5. Pla’7 Field. The 44,102 square foot play field, which will be phased and may built at a later date, shall be available for exclusive City sponsored programs as follows: Friday Saturday 6:00 p.m. - Sundown 8:00 a.m. - Noon. 6. Cultural Hall. The 400 person capacity hall shall be available for exclusive City sponsored programs Monday through Friday for ten (10) events per year, when the JCC does not have a scheduled event. These City programs shall be scheduled one (1) year in advance. 2 td:\DATA\CIienIs\T~TKCJL\3oi~II Use Agrn\Joint Use Agrrn Ex B Firtal.wpd