HomeMy WebLinkAboutStaff Report 306-07City of Palo Alto
City Manager’s Report
TO:HONORABLE CITY COUNCIL
7
FROM:CITY MANAGER DEPARTMENT: PLANNING AND
COMMUNITY ENVIRONMENT
DATE:
SUBJECT:
JULY 16, 2007 CMR: 306:07
901 SAN ANTONIO ROAD [07PLN-00108]: REQUEST BY 901 SAN
ANTONIO ROAD, LLC (BUILD/BRIDGE) FOR APPROVAL OF A
FINAL MAP TO CREATE ONE MULTIPLE-FAMILY LOT
CONTAINING 103 MULTIPLE-FAMILY FOR-SALE UNITS AND ONE
MULTIPLE-FAMILY LOT THAT WOULD CONTAIN 56 APARTMENT
UNITS.
RECOMMENDATION
Staff recommends that the City Council approve the proposed Final Map for 901 San Antonio
Road, LLC (BUILD/BRIDGE) creating one multiple-fanaily lot containing 103 multiple-family
units and one multiple-family lot that would contain 56 senior apartment units.
BACKGROUND
On September 25, 2006, the City Council approved a project to create a Planned Community
Zone District, a Comprehensive Plan Land Use Amendment, and a Tentative Map to create one
multiple-family lot containing 103 multiple-family units and one multiple-family lot that would
contain 56 apartment units. The City Council also certified an Environmental Impact Report
(EIR) for the project and the adjacent Taube Koret Campus for Jewish Life project.
DISCUSSION
The Final Map, the Subdivision Agreement, the Tentative Map Record of Land Use Action, and
Below Market Rate Agreement have been provided for the Council’s review. The Planning
Department, the Public Works Department and the City Attorney’s Office have reviewed the
Final Map, Subdivision Ageement, Below Market Rate Ageement 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.
The map satisfies all approval conditions for the Tentative Map, including the preparation of a
Subdivision hnprovement A~eement (Attachment C) and BMR Agreement (Attachment D).
CMR: 306:07 Page 1 of 2
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 Taube
Koret Campus for Jewish Life residential and community center project.
ENVIRONMENTAL REVIEW
An Environmental hnpact Report (EIR) and Mitigation Monitoring and Reporting Program
(MMRP) for the BUILD/BRIDGE 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 with the certified EIR.
PREPARED BY:
DEPARTMENT HEAD:
STEVEN TURNER
Senior .!:¢lanner
! d_.~)
!)’] z /
STEVE EMSLIE
Director~f~ Planning and Community Environment
CITY MANAGER APPROVAL:
EMILY 3N
Assistant City Manager
ATTACHMENTS
No
B.
C.
D.
E.
Record of Land Use Action of Tentative Map Approval
City Council Meeting Minutes from September 25, 2006
Subdivision Agreement
BMR Ageement
Final Map (Council Members Only)
COURTESY COPIES
Lydia Tan, BUILD
Joseph Forbes McCarthy, BUILD
Ken Bush, Regis Homes of Northern California
Rick Crosetti, Regis Homes of Northern California
Margaret Sloan, Jorgenson, Siegel, McClure & Flegel, LLP
CMR: 306:07 Page 2 of 2
ATTACHMENT A
APPROVAL NO. 2006-0008
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
(BRIDGE URBAN INFILL LAND DEVELOPMENT, 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 (approx. four acres) and create one multiple-family lot
containing 103 multiple-family units and one multiple-family lot
that would contain 56 apartment units, making the following
findings, determination and declarations:
SECTION I. Background. The City Council of the City of
Palo Alto ("City Council") finds, determines, and declares as
follows:
A. Proposed by Bridge Urban Infill Land Development
(BUILD), this project involves the subdivision of one parcel
(approx. four acres) and the creation of one multiple-family !ot of
approximately 3.5 acres containing 103 multiple-family units and
one 0.5 acre multiple-family !ot that would contain 56 apartment
units. The density of the 3.5 acre multiple-family lot would be
approximately 29 dwelling units per acre, and 112 dwelling units
per acre for the 0.5 acre lot containing apartment units. These
densities would be allowed under the Planned Community zone
district, which the applicant has requested for this site. Of the
total units proposed, the fifty-six (56) apartment units would be
dedicated as Below Market Rate (BMR) units for senior citizens.
Thirteen (13) separate floor plans are proposed within four (2)
types of residentia! buildings. The senior apartment building site
would contain three floor plan types in a four story building. The
for-sale townhome site would contain ten (!0) floor plan types in
two and three story buildings above an at-grade parking garage.
The unit sizes in the apartment building would range from 475 to
910 square feet within studios, one bedrooms, and a two bedroom
plan. The unit sizes on the townhome parcel would range from 784 to
1,994 square feet within one to four bedroom configurations. The
parking garage would contain approximately 303 parking spaces for
the residents of the apartment building and the townhome units.
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 Deve!opment Plan submitted for the Planned
Community zone change request (06PLN-00031) . Because the request
is to create more than four parcels and condominium units, this
request cannot be processed administratively through the Director
and requires review by the Commission and City Council approval
(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 payment 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,
2006. The Commission recommended approval on a 6-0-0-1 vote.
SECTION 2. Environmental Review. A Fina! Environmenta!
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 several 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 Environmenta! 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
Council at the public hearing on September !i, 2006.
SECTION 3.Tentative Map Findinqg.
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 !mprovement 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 deve!opment to currently
developed 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, overall city welfare and
objectives, as well as the desires of the surrounding
neighborhoods. The map is consistent with the Housing Element
policies (Goal H-I, Policies H-2 and H-4, Goa! 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
residential, and would do so in a way that would be consistent with
the PC Development Plan and FEIR. The project site, at
approximately four acres with street frontage on Fabian Way and San
Antonio 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 one multiple-family lot containing 103
multiple-family units and one multiple-family lot that would
contain 56 apartment units. In doing so, the site would be
consistent with the PC Development Plan approved for the site.
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 parcel and creation of rental
housing lot and 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 subdi vi si on or type of
improvements is likely to cause serious public health problems:
The Tentative Map will not cause serious public health
problems, as the environmental concerns have been reviewed in the
Environmental 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 approval 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 Map 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 Kier & Wright Civil
4
Engineers and Surveyors, Inc. titled "Tentative Map", consisting of
one page, 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 shal! cause the subdivision or any part thereof to
be surveyed, and a Final 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 PAMC Section 21.16 and submitted to the City Engineer
(PAMC Section 21.16.010[a]) .
SECTION 6.Conditions of Approval.
Department of Planning and Community Envirornnent
Planning Division
i. A Final Map, in conformance with the approved Tentative
Map, all requirements of the Subdivision Ordinance (P~MC 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 approva! 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
Be!ow Market Rate (BMR) Letter Agreement, dated September i, 2006.
In addition, a formal BMR Agreement, including the identification
of the locations of the BMR units and provisions for their sale,
shal! be prepared in a form satisfactory to the City Attorney,
executed by BUILD 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 Divi sion
6. Other easements and/or modifications may be necessary
and shall be reflected on the Final 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 approval of the Tentative Map and
prior to submitting the improvement plans. This meeting shall
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 submitta! 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 shall be issued
unti! the Fina! 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. Additional public street improvements shall be made, as
determined by Public Works Engineering.
i0. Any unused driveways shal! be removed and replaced with
curb and gutter.
ii. Clear visibility at street corners shall be maintained
for an adequate distance, at a minimum height of 2.5 feet above
grade, per City standards.
6
Prior to Recordation of Final Map
12. The subdivider shall post a bond prior to the recording
of the Fina! Map to guarantee the completion of the on and offsite
condition(s) of approval. 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 shall expire and a!l proceedings shall terminate. Thereafter,
no Fina! Map shall be filed without first processing a Tentative
Map (PAMC Section 21.16.010[d]) .
PASSED: 8-0
AYES:Beecham, Kleinberg, Cordell, Klein, Kishimoto, Morton,
Mossar, Drekmeier
NOES:
ABSENT:
ABSTENTIONS: Barton
City Clerk
APPROVED A$~TO FORM:
Senior Deputy City Attorney
/DirectOr ~- Planning and
Communi[y Environment
PLANS AND DRAWINGS REFERENCED:
Those plans prepared by Kier & Wright Civil Engineers and
Surveyors, Inc titled "Tentative Map, consisting of one page, dated
and received June 22, 2006.
7
ATTACHMENT B
Special Meeting
September 25, 2006
3oint Meeting with the Human Relations Commission regarding Human
Relations Commission issues ..........................................................3
AD3OURNMENT: The meeting adjourned at 7:00 p.m .................................3
ORAL COMMUNICATIONS .......................................................................4
a) Ordinance Ist Reading entitled "’The Council of the City of
Palo Alto Amending Section 18.08.040 of the Palo Alto
Municipal Code (the Zoning Map) to Change the Classification
of Property Known as 901 San Antonio Road: BUILD/BRZDGE
Project from GM to PC Planned Community, a Comprehensive
Plan Amendment to Change the Land Use Map from Light
Industrial to Mixed Use, and a Below Market Rate Housing
Plan". .........................................................................................4
b) Ordinance ist Reading entitled "The Council of the City of
Palo Alto Amending Section 18.08.040 of the Palo Alto
Municipal Code (The Zoning Map) to Change the Classification
of Property Known as 901 San Antonio Road: Taube-Koret
Campus for .lewish Life Project from GM to PC Planned
Community, a Comprehensive Plan Amendment to Change the
Land Use Map from Light Industrial to Mixed Use, a Variance
from a Height Requirement, and a Below Market 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 25, 2006
The City Council of the City of Palo Alto met on this date in the Council
Chambers at 7:10 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.
Gall Wooley, 1685 Mariposa, spoke regarding the Juana Briones House.
W. Ron Sutton, 4898 Dolores Drive, Pleasanton, spoke regarding health care
issues in America.
Dr. Hatano, Tokyo, Japan, 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 la 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.
1.a)Ordinance Ist Readinq entitled "The Council of the City of
Palo Alto Amending Section 18.08.040 of the Palo Alto
Municipal Code (the Zoning Map) to Change the
Classification of Property Known as 901 San Antonio
Road: BUILD/BRIDGE Project from GM to PC Planned
Community, a Comprehensive Plan Amendment to Change
the Land Use Map from Light Industrial to Mixed Use, and
a Below Market Rate Housing Plan" (Item continued from September11,
2006)
Resolution 8644 entitled "The Council of the City of Palo Alto
Hereby Approves Architectural Review (PLN-00031) for 901 San
Antonio - BUILD/BRIDGE Project (BUILD, Owner; Steinberg
Architects, Applicant) for Planned Community Zone Change PC-
b)
Resolution 8645 entitled "The Council of the City of Palo Alto
Approves the Mitigation Monitoring and Reporting Program and
Findings Concerning Significant Environmental Impacts in
Accordance with the California Environmental Quality Act for the
BUILD Planned Community Project at 90:[ San Antonio Road, for
which an Environmental Impact Report has been Prepared"
Approval No. 2006-08 entitled "Record of the Council of the City
of Palo Alto Land Use Action for 90:[ San Antonio Road:
BUILD/BRIDGE Project, Tentative Map 06PLN-00050"
Ordinance 1st Readincj entitled "The Council of the City of
Palo Alto Amending Section :t8.08.040 of the Palo Alto
i~lunicipal Code (The Zoning IVlap) to Change the
Classification of Property Known as 90:t San Antonio
Road: Taube-Koret Campus for 3ewish Life Project from
Girl to PC Planned Community, a Comprehensive Plan
Amendment to Change the Land Use iVlap from Light
Industrial to iVlixed Use, a Variance from a Height
Requirement, and a Below iVlarket Rate Housing Plan" (Item
continued from September 11, 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 ]ewish
Life, Owner; Steinberg Architects,Applicant) for Planned
Community Zone Change PC- __ "
Resolution 8647 entitled "The Council of the City of Palo Alto
Approving the lVlitigation Monitoring and Reporting Program and
Findings Concerning Significant Environmental Impacts in
Accordance with the California Environmental Quality Act for the
TKC]L Planned Community Project at 901 San Antonio Road, for
which an Environmental Impact 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: TKC.]L
Project, Tentative lVlap 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 ]janice Way, spoke regarding Item No 1. 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
NOTION PASSED 8-0 for :la and lb, Barton not participating.
NOTION 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.
NOTION: 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, mai! to:
OFFICE OF THE CITY ATTORNEY
250 Hamilton Avenue
Palo Alto, CA 94301
Attachment C
AGREEMENT BETWEEN SUBDIVIDER AND
CITY OF PALO ALTO
UT/DER PROVISIONS OF TITLE 21 OF THE
PALO ALTO MUNICIPAL CODE
901 San Antonio Road, Palo Alto, California
A.P.N. No. 127-37-024
THIS AGREEMENT, made and executed this 9th day of
July , 2007, by and between the CITY OF PALO ALTO, a municipa!
corporation of the State of California, hereinafter referred to as
"City" and 901 SAN ANTONIO ROAD, LLC, a Delaware series limited
liability company, hereinafter referred to as "Subdivider";
W I T N E S S E T H:
WHEREAS, Subdivider is the owner of that certain tract of
land situated in the City of Palo Alto, County of Santa Clara, State
of California, generally known and described as a portion of 901 San
Antonio Road, Palo Alto, California (the "Property") and more
particularly described as Lots 1 and 2 of Tract No. 9920, 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 __..
WHEREAS, Subdivider has presented to City for approval a
final subdivision map prepared by Kier & Wright Civil Engineers &
and Surveyors, Inc., 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/parcel map to subdivide one
(I) existing parcel into two(2) lots("the Project"), subject to
certain conditions including those hereinafter described; and
070626 syn 0120190
WHEREAS, such conditions include the demolition and
construction of certain private and public improvements; and
WHEREAS, Subdivider has requested approval of the Map
prior to the demolition, construction and completion of the required
improvements; and
WHEREAS, City desires to assure that said proposed
improvements will be done in a good and workmanlike manner and in
accordance with the laws now in force and effect in the City of Palo
Alto, California, particularly, but not exclusively, Titles 16, 18,
and 21 of the Palo Alto Municipal Code;
NOW, THEREFORE, for and in consideration of the approval
of the Map and the acceptance of the dedications offered therein,
and in order to insure satisfactory performance by Subdivider of
Subdivider’s obligations under the Subdivision Map Act and the Palo
Alto Municipa! Code, the parties hereto mutually covenant and agree
as follows:
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, al! 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)the San Antonio Road Improvements
b)the Fabian Way Improvements
Which improvements include:
a)removal and replacement of curb, gutter,
sidewalk, and streets;
b)new water, gas, wastewater, and storm drain
services; and
c) new signage and striping.
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
070626 syn 0120190
constructed in accordance with said plans, profiles and
specifications. Subdivider sha!l do, or cause to be done, all work
and furnish all 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
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 al!
inspections of the work, have been or shal! be paid by Subdivider.
Improvements and methods of installation shal!, 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 Municipa! Code
relating to construction.
3. Soils and Geologic Tests. Subdivider shall cause to
be made, at Subdivider’s cost and expense, soils and geo!ogic tests
by a qualified civi! engineer and shall file, or cause to be filed
with the City a report or reports satisfactory to the City Engineer
indicating gradation, bearing and resistance value of soils within
the subdivision and setting forth recommendations for or constraints
on the nature of required improvements and for development of the
Property. All clearing and earthwork shall be accomplished in
accordance with the plans and required recommendations of the soils
report under the supervision of the Soils Engineer. Subdivider
shall also cause to be made, at Subdivider’s cost and expense, 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 San Antonio Road improvements
under this Agreement shall be completed prior to the issuance of any
occupancy permit for any improvements located on Lot 2 of the
Property. Al! Fabian Way improvements under this Agreement shall be
completed by a completion date ( Comp_e~lon Date ) which is the
later of (i) the issuance of any occupancy permit for any
improvements !ocated on Lot 2 of the Property or three (3) years
from the date this Agreement is recorded; provided that if on the
Completion Date a building permit application for the improvements
located on Lot 1 of the Property has been submitted to the City,
then the Fabian Way Improvements are not required to be completed
until prior to issuance of an occupancy permit for any improvements
located on Lot 1 of the Property.
If an occupancy permit for any improvements located on Lot
2 of the Property has been issued by the City and the Fabian Way
Improvements are not completed, the Fabian Way Improvements shall be
constructed and secured in such a way as to provide safe access or
prevent the public, including the occupants of Lot 2 of the
070626 syn 0120190
Property, from using the Fabian Way Improvements until they are
completed and accepted by the City.
5. Separate Ownership of Lot I. City acknowledges that
Subdivider intends to transfer Lot 1 of the Property to a new owner
("the Lot 1 Owner"). Upon and after such transfer, the City
acknowledges and agrees that the Lot 1 Owner shall be bound by the
obligations and provisions of this Agreement with respect to Fabian
Way Improvements, but the obligations and provisions of this
Agreement with the San Antonio Improvements shal! not be binding-on
the Lot 1 Owner and City shall !ook solely to the Subdivider or any
successor owner of Lot 2 and the bond posted for the San Antonio
Improvements for performance of this Agreement as it relates to the
San Antonio Improvements.
agreement.
Time of Essence.Time is of the essence of this
7. 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
Unemployment Insurance Act of the State of California, with respect
to such work or labor.
8.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
the plans, profiles and specifications mentioned herein and with the
ordinances and standards of City.
9. 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 approva! 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.
i0. Repairs and Replacement. Subdivider shall replace,
or have replaced, or repair, or have repaired, al! 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 al! property damaged or destroyed, by reason
070626 syn 0120190
of any work done hereunder, prior to final acceptance of the
completed work by the City Engineer, whether such property be owned
by the United States or any agency or political subdivision thereof,
or by the City or by any public or private corporation, or by any
person whomsoever, or by any combination of such owners. Any such
repair or replacement shall be to the satisfaction, and subject to
the approval, of the City Engineer.
Subdivider shall repair, or cause to be repaired, any
damage to the improvements constructed pursuant to this agreement
which may occur after installation to the satisfaction of the City
Engineer and prior to release of the certificate of deposit posted
by Subdivider and/or final acceptance of the completed work.
ii. Warranty. Without limiting the foregoing, Subdivider
expressly warrants and guarantees a!l work performed hereunder and
all materials used therein for a period of three (3) years after
completion and fina! 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 shal!,
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 ~eplacements to be made before
Subdivider can be notified, City may, at its option, make the
necessary repairs and replacements or perform the necessary work,
and Subdivider shall pay to the City the actual cost of such repairs
and replacement.
12. Breach of Aqreement; Performance by City. If
Subdivider shall refuse or fail to satisfactorily complete any of
the work and improvements provided for herein within the time
specified above, or any extension or extensions thereof, or if delay
in the construction of any portion of the improvements shall, in the
opinion of the City Engineer, endanger property outside the
boundaries of said tract, or if Subdivider should be adjudged a
bankrupt, Or shall make a 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 emp!oyees,
should violate any of the provisions of this agreement, the City
Engineer or City Council 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
5
070626 syn 0120190
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.
13. Estimate of Improvement Costs; Security.The
estimated cost for San Antonio Road Improvements to be constructed
under this agreement is One Hundred Thirty-Three Thousand Seven
Hundred Fifty Four Dollars ($133,754). The estimated cost for the
Fabian Way Improvements to be constructed under this Agreement is
One Hundred Sixteen Thousand Nine Hundred Nine Dollars ($116,909).
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 or a standby letter of
credit for the benefit of the City pursuant to Palo Alto Municipa!
Code Section 2.16.230 to guarantee faithfu! performance of al! 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 shall be one hundred
percent (100%) of the estimated costof improvements and the amount
of any labor and materials bond shal! be fifty percent (50%) of the
estimated cost of improvements. If the Subdivider chooses instead
to provide a letter of credit, the letter of credit shall be in an
amount equa! to one hundred and fifty-five (155%) percent of the
estimated improvement cost, with the entire amount being available
to secure either performance of this agreement or the payment to
persons furnishing labor, materials, or equipment. The surety bonds
or letter of credit shall be in a form acceptable to the City
Attorney. Among the obligations guaranteed by the security are the
costs and reasonable expenses, including attorney’s fees, of the
City in enforcing the obligations secured.
The Subdivider may file separate bonds or separate letters
of credit for the San Antonio Road Improvements and the Fabian way
improvements. The Security for the San Antonio Road Improvements
shall be released when the San Antonio Road Improvements are
accepted by the City, and the security for the Fabian Way
improvements shall be released when the Fabian Way Improvements are
accepted by the City.
The Security for the Fabian Way Improvements may be posted
either by Subdivider or by BRIDGE Housing Corporation, as the
prospective Lot 1 Owner. if the Security for the Fabian Way
improvements is posted by Subdivider, then, upon the transfer of Lot
070626 syn 0120190
i, substitute Security for the Fabian Way Improvements may be
provided by the Lot 1 Owner in compliance with this Agreement and
upon receipt thereof, City shal! release to Subdivider the Security
for the Fabian Way Improvements posted by Subdivider.
14. Permits; Compliance with Law. Subdivider shall, at
Subdivider’s expense, obtain all necessary permits and licenses for
the work and improvements hereunder, give al! necessary notices and
pay all fees and taxes required by law. In the performance of this
agreement, Subdivider shal! comply with al! laws, ordinances,
regulations and rules of all governmenta! agencies having
jurisdiction therefor, including but not limited to, the provisions
of the Labor Code of the State of California.
15. Inspection by City. Subdivider shall at all times
maintain proper facilities and provide safe access for inspection by
City to al! parts of the work.
16. Subdivider Not Agent of City. Neither Subdivider nor
Subdivider’s contractors, subcontractors, agents, officers, or
emp!oyees are agents or emp!oyees of City, and Subdivider’s
relationship to City, if any, arising herefrom is strictly that of
an independent contractor.
17. 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 emp!oyees shal! 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.
18. 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 emp!oyees, from any suits or actions at law or in equity for
damages, liabilities, or obligations caused by or arising from, or
7
070626 syn 0120190
alleged to be caused by or arising from, the performance of this
agreement.
19. Use of Improvements. Subdivider agrees that the use
of any and al! of the public improvements hereinabove specified for
any purpose and by any person shall be at the sole and exclusive
risk of Subdivider at all times prior to final acceptance by City.
This shall in no way eliminate, discharge or lessen any of
Subdivider’s obligations and undertakings contained in this
agreeme~nt. The issuance of any occupancy permits by City for
dwellings !ocated within the subdivision shall not be construed in
any manner to constitute acceptance or approva! of any or all of the
improvements to be constructed hereunder.
20. Insurance. Prior to the commencement of any work,
Subdivider shal! furnish to City, on standard Acord certificate of
insurance and additional insured endorsement, satisfactory evidence
of a policy of liability insurance which shall be maintained at al!
times during the performance of this agreement, in form and by a
responsible company satisfactory to City, insuring City, its
officers, agents, and emp!oyees as additiona! insureds, against !oss
or liability arising out of the condition of the premises or any of
the work to be performed under this agreement, including al! costs
of defending any claim, to which coverage applies, arising as a
result thereof. Both bodily injury and property damage insurance
shal! be on an occurrence basis, and said policy or policies shall
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 shall be
excess only. Said policy or policies shall provide for minimum
limits in the amount of One Million Dollars ($i,000,000) for bodily
injury or death and property damage, each occurrence, and One
Million Dollars ($i,000,000) in the aggregate. Each policy shall
contain an endorsement that said policy shall not be canceled
[rjcl]except upon thirty (30) days advance written notice thereof to
City. Subdivider ~will be required to obtain a "Permit for
Construction in a Public Street" ("Permit") prior to constructing
any of the improvements set forth in paragraph 1 or Exhibit "A"
hereof. City wil! consider a request by Subdivider that the
insurance posted for the Permit also be used to satisfy the
insurance obligation of this paragraph 19.
21. Title to Public improvements. Title to and ownership
of all public improvements constructed hereunder shal! vest
absolutely in City, upon completion and acceptance thereof by City.
22. Final Drawings. Upon completion of all improvements,
subsequent to acceptance thereof by City, Subdivider shal! 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 drafting (CAD) drawings (the "CAD Drawings").
070626 syn 0120t90
The CAD Drawings shall be without representation or warranty as to
any portion of the plans which contain reference to improvements
that are not designed or constructed by geographic information
systems, and depict a!l water, gas, wastewater, storm drain,
electric, telephone, communications, and cable television facilities
therein. The CAD Drawings shall conform~ to the California
Coordinate System, Zone 3 (CCS83). The CAD Drawings shall be
certified as being "as-builts" and shal! reflect the job as actually
constructed, with al! changes incorporated therein. The requirements
of this paragraph 21 shal! not apply to the private improvements to
be performed hereunder.
23. Notice of Completion. Subdivider shall file, or
cause to be filed, a Notice of Completion of the improvements herein
specified.
24. Final Inspection, Acceptance and Certification. All
of the improvements must be completed prior to the final inspection.
Notice in writing, requesting final inspection shall be submitted
to the City Engineer at least five (5) days prior to the anticipated
date. Upon the satisfactory completion of the improvements by
Subdivider, the City Engineer shal! certify that the work of said
improvements has been satisfactorily completed. Such certification
shall be made in writing in accordance with standard City
procedures.
25. Grade Differential. The Project that is the subject
of this agreement shal! 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.
26. ARB Compliance. The Project shall be constructed in
compliance with al! conditions established by the ARB, including.
27. Assignment of Contract. Neither this agreement, nor
any part hereof, shall be assignable by Subdivider without the
written consent of City. Any attempted assignment without first
obtaining such consent shall be void and of no effect.
28. Binding on Successors. The terms, covenants and
conditions of this agreement shall run with the land and shal! apply
to, and shall bind, the heirs, successors, executors,
administrators, assigns, contractors, and subcontractors of the
parties.
29. 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.
//
070626 syn 0120190
30. Notices. All notices hereunder shal! be given in
writing and mailed, postage prepaid, by certified mail, addressed as
fol!ows:
To City:Office of the City Clerk
250 Hamilton Avenue
Palo Alto, CA 94301
To Subdivider:901 San Antonio Road, LLC
Cc/o Regis Homes of Northern
California, Inc.
901 Mariners 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 )F PALO ALTO
City Manager
AI )VED FOR/4 :
Assistant ty Y
AS 3 "~
Director of Public Works
Director of Planning
and Community Environment
901 SAN ANTONIO ROAD, LLC,
A Delaware series limited
liability company
By:RHNCiMFP Palo Alto, LLC,
a Delaware limited
liability company
Its: Managing Member
By:RHNC Palo Alto, LLC, a
California limited
liability company
its: Administrative
Member
By:Regis Homes of Northern
California, Inc., a
California corporation.
Its: Managing Member
By:
its:Senig~ Vice
Pres~Adent
/
070626 syn 0120190
!0
CERTIFICATE OF ACKNOWLEDGMENT
(Civil Code § 1189)
)OF Im .-ho )
On ~O@ ~ 1%~0~, before me, ~[~6~ ~-~..F’ , a
notary public in and ~or said Counuy, ~ersonally appeared
, personally known to-me ~ d t ~
o. ~ . ~ _’~ o~ sa~_acto}y e.videno~ to be the person~) whose
name(~ isZ-a-~e subscribed to the within instrument, and acknowledged
to me that he~ executed the same in his~r authorized
capacity~, and that by his~r 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.
070626 syn 0120190
11
CERTIFICATE OF ACKNOWLEDGMENT
(Civil Code § 1189)
STATE OF
COUNTY OF
)
)
)
On 3-~om~ ~ , ./~Og°~ , before me, }~_~/~g ]~./--~~ a
notary publid in and for said County, personally appeared
~,~ ]~~.¢, personally known to me (._ _ ~ ~
c....~’s o ’ ’ _tory evil) to be the person~) whose
name(~ is/~ subscribedto the within instrument, and acknowledged
to me that ~/she/t~executed the same in ~/her/t~ authorized
capacity(~), and that by ~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.
070626 syn 0120190
12
EXHIBIT "A"
901 SAN ANTONIO ROAD
Estimated Off-Site Construction Costs
FABIAN WAY IMPROVEMENTS
Mobilization
Remove curb, gutter, sidewalk
Curb and gutter
Vertical curb
Sidewalk
Driveway
AC grind/overlay
AC deep lift, 18"
12" RCP storm drain
15" RCP storm drain
Curb inlet
Storm drain connection
6" VCP sanitary sewer
SS cleanout
SS connection
6" fire service and hydrant
Signage and striping
Landscaping and irrigation
Contingency
Total =
$2,404
$5,000
$4,994
$765
$9,096
$3,410
$26,026
$1,845
$3,666
$4,142
$2,000
$4,000
$3,479
$700
$2,000
$10,000
$2,000
$8,000
$23,382
$116,909
BONDING AMOUNT =$120,000
SAN ANTONIO ROAD IMPROVEMENTS
Mobilization
Remove curb, gutter, sidewalk
Remove asphalt
Curb and gutter
Sidewalk
AC grind/overlay
AC deep lift, 18"
8" SS
SS connection
8" water service
6" fire service and hydrant
Signage and striping
Landscaping and irrigation
Contingency
Total =
BONDING AMOUNT =$140,000
$4,312
$5,OOO
$7,36O
$4,444
$7,9O2
$7,996
$4,025
$2,964
$2,000
$20,000
$14,000
$2,000
$25,000
$26,751
$133,754
ATTACHMENT D
This document is recorded
for the benefit of the City
of Palo Alto and is entitled
to be recorded free of charge
in accordance with Section 6103
of the Government Code.
After Recordation, mail to:
OFFICE OF THE CITY ATTORNEY
250 Hamilton Avenue
Palo Alto, CA 94301
AGREEMENT BETWEEN
BRIDGE HOUSING CORPORATION A!qD
CITY OF PALO ALTO REQUIRING PROVISION
OF BELOW-MARKET-RATE DWELLINGS AT
901 SAN ANTONIO ROAD
APN 127-37-024
Palo Alto, California
THIS AGREEMENT, made and executed this 9th day
of JH]y , 2007 by and between the CITY OF PAL0 ALTO, a
municipal corporation of the State of California, hereinafter
referred to as "City", and BRIDGE HOUSING CORPORATION, a
California nonprofit corporation, hereinafter referred to as
"Owner" ;
RECITALS:
A0 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 a portion of 901 San Antonio
Road, Palo Alto, California (the "Property") and more
particularly described as Lot 1 of Tract No. 9920, 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 0
This project is subject to the City’s Below Market Rate (BFIR)
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.
City, BRIDGE Housing Corporation (~BRIDGE") and Owner’s
predecessor in interest in the Property, BRIDGE Urban Infill
Land Development LLC, entered into that certain Letter
Agreement dated September i, 2006, a copy of which is attached
hereto as Exhibit A (the ~Letter Agreement") with respect to
070628 syn 0120200
1
.the imposition of certain BMR requirements on the Property.
Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Letter Agreement.
NOW, THEREFORE, the parties hereto mutually covenant and agree
as follows:
BMR Agreement. This Agreement is .entered into and recorded
against the Property in full satisfaction of the provision of
the Letter Agreement requiring the execution and recordation
of a BMR Agreement. In the event of any conflict between the
provisions of this Agreement and the Letter Agreement, this
Agreement shall be controlling.
0 Below-Market-Rate Program Obligations. Owner agrees to comply
with the obligations described as ~BRIDGE’s Obligations" in
the BMR Letter Agreement.
o Reduction of Units. 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.
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.
o
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.
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
CITY OF PALO ALTO
250 Hamilton Avenue
Palo Alto, CA 94301
To Owner:BRIDGE HOUSING CORPORATION
345 Spear Street, Suite 700
San Francisco, CA 94105-1673
//
//
070628 syn 0120200
2
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~OVED AS
Assistant
BRIDGE HOUSING CORPORATION
Title:~I~’~ k/"
APPROVED AS TO CONTENT~
~,Director of Planning and
Community Environment
070628 syn 0120200
3
STATE oF
COUNTY OF 5;9~/’29 ~ m29A~
a notary pub~ip in and for said County, personally appeared
, personally known to me
(or--~z~%~i-~ne on~he-~a~i’s""of ~i - ’ to be the
person(~) whose name(sJ is/a-r-e subscribed to the within instrument,
and acknowledged to me that -~e/she/tqeey executed the same in
h-i-~/her/t-P~-i-~ authorized capacity~i~a@, and that by }ri-~/her/th4~i~
signature~) on the instrument the person~s-), or the entity upon
behalf of which the person~s) acted, executed the instrument.
WITNESS my hand and official seal.
~Notary Public
070628 syn 0120200
4
CERTIFICATE OF ACKNOWLEDGMENT
(Civi! Code § 1189)
STATE OF )
)ss.
COUNTY OF )
On , before me, , a
notary public in and for said County, personally appeared
, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument,
and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public
070628 syn 0120200
EXHIBIT "A"
City of Palo Alto
Department "of PIanning and
Community Environment.
September 1, 2006
Joe McCarthy;Pr0ject Manager
BUILD LLC
345 Spear Street, Suite 700
San Francisco, CA 94105-1673
Lydia Tan, Exectitive Vice President
BRIDOE Housing Corporation
345 Spear Street,-Suite 700
San Francisco, CA 94105-1673.
Planning Division Subject:Below Market Rate (BMR) Agreement for 103’Unit Residential For
Sale"Townhouse Project and 5~-Unit Senior Rental Project at 901
:San Antonio Roadi APN: 127-3%024; 06pLN-00000-00031¯
Dear Joe anid Lydia:¯ ¯
This letter Agreement between BRIDGEUrban Infill¯ Land Development, LLC,
(BUILD .or Developer), BRIDGE Housing Corporation (BRIDGE) and the Director of
the Department. of Planning .and Community Elivironment (Director) describes how
BUILD and BRIDGE will -satisfy the provisions of the City of Palo Alto’s Below
Market Rate (BMR).Program for the Planned Community (PC) zone change application
for the proposed 103-unit residential for-sale t0wn.house condominium development
(the ’:BUILD Project") and the 56-unit senior rental apartments (the "Senior Rentals")
at 90.1 San Antonio Road, Pal0 Alto. . .
Tti~ BMR prc~gram requirements, are contained in Program H-36 of the Comprehensive
Plan (Chapt4r 4 - Housing). Repre~entati.ves of BUILD, BRIDGE and the Director of
Planning and Community Enviromnent (the ’.’Director") have discussed and negotiated
the terms of this agreement, .and the signatures ofBUiLD’s and BRIDGE’s corporate
officers onthis letter ddnfirms you agree to these provisions. This .agreement will be
indorporated-by reference into the ~dopted PC ordinance and the conditions of approval
for the PC applicatii~n. Its provisions will also .be incorporated by reference into the
conditions of approval .for thefutures~bdivision map ¯agreement for the BUILD Project.
Summary of Proposed Development: The 4,0 acre site is zoned General Manufacturing
(GM) and is presently composed of one parcel occupied in part by the former Sun
Microsy~tems building, which will be demolished. Subsequent to approval, of the PC
application, the existing four acre p.arcel will be divided into two parcels: a 3.5 acre site "
for cdnstruction of the BUILD Project and a 0.5 acresite for construction of the Senior
Rentals.. Bt~DGE will then acquire title to the 0.5 acre site from BUILD at fair market
value, 4stimated to be $2.6 Million (including the value, of planning entitlements~ but
exclusive of the value of parking find related ~asements). BRIDGE. will acquire, at
250 Hamilton Avenue
P.O. Box 10250
Palo Alto, CA 94303
650.329.2441
650.329.2154
BUILD/.BRIDGE BNgR Agreement
September 1, 2006
Page 2 of 10
additional cost; easements foraccess and parking within the.BUiLD Project’s garage
for the Senior Rentals..
BUILD Foi’-Sale Townh0me Proiect: A total of.!03 new attached, towntaouse style
condominiums, ownership units will be constructed by BUILD on a podium structure
ov.er grade level parking. The townhouses will include a mix of one, two, three and
four bedroom units in various floor plans ranging in size from about 836 to 2,113 square
feet of interior lixiing space. ~ -
BRIEIGE Ser~ior ¯Rental Proiec~: .On its half.acre parcel, BRIDGE, or its affiliates, will
construct, and then¯ manage, a 56-unit rental apartment building for occupancy targeted
to .extremely !ow income seniors at affordable rents. Unit mix may vary based on
funding source, but it is anticipated there will be 52 one-bedroom units, three studio
units and one, two-bedroom unit for a residentmanager.-All units, other than the
managerVs unit, will berestricted by a recorded regulatory agreement(s) for a minimum
of fifty-five (55) years of affordability.Specifically, occupag, cy and. rents will be
restricted as follows: - ¯ "
30 units at 30% c~fthe Area:Median income (AMI)
o 25 unitsat 40% of~he Area¯Median Income (AMI)
BMR Requirement for the BUILD Proiect: The. BUILD Project is subject¯ to a fifteen
(15%) percent BMR requirement; under ProgramH-36., that would normally result in
the provisionof 16 units of the1103 total townhome units beingsold at.BMR prices,
under the rules, and procedures of thdBM.R program:. However in order to assist the
City in meeting its Housing Element-objectives. for the production of very low income
renta! ho~sing,-BUILD proposed an alternative plan tha~ is financially equiyaient to the
16-unit BMR obligation and is intended to result in the addition of 56 very 10w income,
-senior rental units to the City’s stock of affordable rental housing, The Director,
BU.I.LD and .BR.IDGE have agreed on this .alternative plan to the standard provision
¯BMR unitswithin the¯ market,rate project, as described in this letter agreement because
ofi
¯ - .¯ (1) The provision of 56-units towards the City’s.unmetneed for affordabl~ rental
h.otising; and.
(2) The-leverage that BRIDGE sh0uldbe able to achieve by using BU1LD’s
BMR contribution to attract federal, state and local affordable housing subsidies of
approximately $16 mil!]on; and
.(3) Through funding leverage, the development of additiona! affor~lable rental
units well inexcess of the 19 units ttiat is..financially equivalent to the 16 town_home
BMR requirement.
HADOCkBMR Program\Brldge - BUILD BMR Ltr Agrmt 9-1-06 Final:doc
BUILD BRIDGE BM_R Agreement
Sep.lember 1, 2006
Page 3 of 10
Seifel Report: Equivalency-of BRIDGE’s Extremely Low .Income Senior Rental Units
to BMR-For-Sale Townhomesin the BUILD Proie..~.~: The Cfly required BUILD to hire
an independent, consulting firm with :experience in inc.lusionary housing analysis to
analyze BUILD’s proposal t0 provide financial ¯support.for.a BRIDGE low rent senior
project as an alternative to provide the standard 15 percent BMR units in their
toWnhOme development. The report-pr.ep~ed by Seifel Consulting Inc. dated May 26,
2006 title,t: "Palo Alto Inelusionary Housing Analysis" ("Seife!-Report") examined
both: -". - " .. --
¯ t).What would be a reasonable financial contribution¯ from BUILD to BRIDGE; and
2) How many of the senior rental unitsin BRIDGE’s project could be considered as
developed with BUILD’s payment and thus-be counted as meeting the City’s BMR
¯ prbgram requirements?
¯Based on data in.the Seifel Report, the Director has determined that a $7.3 million
payment will be financially equivalent ~o ihe provision of the normally )equired 16 for-
sale BMR townhomes within the 103 BUILD Project ~$457,00.0 (Affordability Gap per
BMR unit) times 16 equals $7,312,000). Using the ratio (1.15:1) be.tweenthe average
affordability gap of a BUILD BMR townhome and the average affordability gap o~f a
BRIDGE senior rental Unit, .the Seifel Report .concluded.that 19 of the BRIDGE senior
rental, units-are equivale_nt to 16 BUILD BMR-townhomes: The equivalency calculation
is based ona rent structure for the senior ~Rentals; as:described above; where 30 units
are at 30% of AMI rents and 25 units are at 40% of AMI rents. Thus, of the 56 Senior
Rental units, 19 will meet the BMR program }’eqt!irements of the BUILD Project and
th~ ren~aining. 37 units will be additional affordable rentals made possible through the
cooperation of BRIDGE and BUILD. BRIDGE’s extensive track record in winning
funding awards and producing subsidized sefiior rental housing,together with BUILD’s
" sale of the land for fair market value and its $7.3 million development subsidy, makes
this agreement possible.
-BUILD’S Obligations: There will be no BMR units within.the 103=unit BUILD Project;
all of the.BUILt) units will be sold .at market rates. BUILD’s BMR obligation for the
¯BUILD. project (the 103 townhomes) will be satisfied in full by BUILD’s completion of
the following actions:
.1) Sale of Senior Rentals Site: Selling, by grant deed, fee title to the half acre
.Senior Rentals site to BRIDGE, together with the sale of the legal rights to the access
and parking easements needed for.the Senior Rentals, as. described in the PC application
and architectui’a.1 plans approved by the City for the 901 San Antonio Road; and
2) Contribution of Funds for Senior Rentals: Providing $7.3 million in funding
to BRIDGE (the "BUILD Payment").
H:kDOCkI3MR ProgramkBridge - BUILD BMR Lit Agrrnt 9-1-06 Finat.doc
BUILD / BRIDGE B1VIR Agreement
September 1, 2006
Page 4 of 10
Timing for C0mpletion.ofBUiLD’S Actions:
-1) Sale of Site & Easements to BRIDGE: Not later than sixty(60) days after the
effective date of the City CounciFs adoption ofthe PC ordinance, ]3UILD will execute
apurchase contract With BRIDGE forthe sale of theSenior Rentals site and the access
. and parking easements, This purchase contract shall .provide BRIDGE with sufficient
"site control" .as that term is defined in the California State regulations for the Low
Income Housing Tax Credit Program ("Tax. Credits") to submit financing applications.
A Copy of the purchase contract shall be provided to the City.. The purchase contract
-shall ;specify that the. close of escrow shall occ .ur within 90 days-from the approval of
the Final Map, Or such oiher reasonable closing date as may b.e approved by the City. A
copy of~the recorded grant deed shall be provided to City;
2) BUILD Payment: BUILD’s $713 million payment shall be made in three (3)
installments to coincide, with completion oftownhomes Sales in the BUILD project.
However,. BUILD may elect tO make partial or full payment to BRIDGE before the
’deadlines stated below.
-a.1s~. .Payment of $2,300,000 shall be made not later than 60 days after close of
escrow ofthe 34th townhome sate;-and " "
b. 2nd. Payment of $2,500,000 shall be made nol later than. 60 days after close of
escrow on the 67th townhdme sale; and "
¯ c..3rd. Payment Of $2,500,000shall be by the earlier of:
i. 60 days after ~lose ofescrow on the 103rd t0wnhome sale; or
it. Close of escrow on the construction loan funding for the BRIDGE Senior
Rentals or the Alternative A = BRIDGE condominium projec.t; or
iii. Payment by BRIDGE to the Cit) of the Alternative.B - BMR in-lieu-fee.
BUILD shall notify the City and BRIDGE when Sales ~ontracts begin to be signed and
then shall provide written progress, reports on the townh0me sales with each of the three
payments or at least every si:~ (6) months until the $7,300,000 is paid in full. The
reports ¯shali list the number, of townhomes sold with escrows closed and the unit’s
addre.ss or assessi~r’s parcel number and verification of each payment shall be made to
the City. The. City Attorney may require an enforceable security agreement or other
document, such as a note and deed of trust be recorded: against the- BUILD parcel, to
seCurethe totfil amount of the BUILD Payment. The security document will provide for
a partial reconveyance or release of restrictions as units are-sold and the fee payments
Completed.
BRIDGE’s Obligations: By assuming the responsibility for fulfilling BUILD’s. BMR
¯ obligation for its 103 unit proj.’ect, BRIDGE is obligated to diligently pursue in good
faith financing commitments and building and other permits necessary for the
H:~DOCkBMR Program~3ridge - BUILD BMR Ll.r Agrm~ 9-’1-06 Fivial.doc
BUILD BRIDGE BMR Agreement
September 1, 2006
Page 5 of 10
cornpletion i3f the 56-unit senior Rentals project., BRIDGE agrees to devote its efforts
exclusively to the Senior Rentals project during two years beginning with the effective
date of the PC ordinance (the "Effective Date") and will not work on the Alternative A
project duringthis initial two year period. If ~ill the necessary funding commitments for
the Senior Rentals have not been secured after the-end of year two, BRIDGE may elect
to pursue funding and approvals for either: - ~
¯ !) The Senior Rentals; and / or
2) The Alternative A - Mixedqncome Condos.
BRIDGE may also continue to seek fundingcommitn~ents for the Senior Rentals while
concurrently securing design approval-and .financing.for the Alternative A: Mixed-
Income Condo project (described below),-based on BRIDGE’s professional judgment
and assessment of the likelihood of success for.either project. -However, BRIDGE
agrees not to abandon .its efforts to.develop ihe Senior Rentals while there remains some
reasonable chance of successfully developing the Senior Rentals and agrees to consult
with City before proceeding excRi~ively with the Mixed-In~ome Condo project.
" Deadlines for Finaffcing Commitments, Startof Construction and Completion of
¯ Affoi-dabie Housing: BRIDGE is allowed up to-four yeai-s from the Effective Date.to
secure all necessary con~tructi.on and permanent funding-commitments for either the
¯ -Senior Rentals or the Alternative-A - Mixed-Inc0me Condos. If such funding-
commitments arenot inplace at the end of the. four year period, BRIDGE may elect to
Utilize an additional two year extension. BRIDGE shall notify the Cit.y of its election of
th~ extension and .provide the City-with a Written description-of.its work to date, the
status ofeach project and the funding commitments obtained and plarm.ed.
F~-om the month and year in which BRIDGE secures the financing.commitments,-
BRIDGE will take out the first shell building permit for the selected housing project
within two years and complete construction within two years of the. building permit
issuance. If BRIDGE has secured financing commitmdnt~ for both the Senior Rentals
and the Alternative. A- Mixed-Income Condos, then BRIDGE agrees to proceed with
the construction of the Senior Rentals. -
Financing fc;r Senior Rentals Proiect: City and BRIDGE acknowledge that due to the
importantobjective 9f providing extremely low rents that the Senior Rentals project can
car~y little or no amortizing debt and still cover projected operatingcosts and deposits.
to reserves. Thus, BRIDGE must raise approximately 90 to !00% of the project’s
development cost~ in the form of grants, deferred payment or residual receipts loans and
equity. BRIDGE has provided the city with tentative alternative financing scenarios
H:kDOCkBMR ProgramkBridge - BUILD BMR Ltr Agrmi 9-1-06 Fina!.doe
BUILD /BRIDGE B!VItl Agreement
September 1, 2006
Page 6 of 10
and. has been actively researching financing programs and submitting funding
app!ications where apptopria(e. One or more of the fo!lowing highly competitive
housing programs will be needed as a principal financing source:
1)Nine percent Low Income Housing Tax Credits (L!HTC)
2)HUD 202 Capital Grant program
3)State Multifamily Housing Program.(MHP) -:
4)Four percent Low Income Housing Tax Credits with tax exempt bond financing.
]n addition, BRIDGE mustsecure commitment~ from other affordable rental housing
financing sources (typical sources of funding are: the County of Santa Clara, the State
HOME program, the Housing Trust of Santa Clara County and the Federal Home Loan
Bank’s Affordable Housing Program).¯ The City does not provide .financing or subsidies
for.h0using .units that are deTeloped:to satisfy the BMR progr~irn requirement. Thus, the
¯ -development Costs of the 19 Senior Rentals units that sati.sfy the BMR requirement for
-:the BUILD Project.cannot be funded with City housing funds.
.Alternative B - BMR In-Lieu Fee (the "BRIDGE Fee Payment"): At ~uch time that
BRIDGE determines that both the Senior Rentals and the Alternative A - Mixed-
Income Condos are infeasible, but not later than the end of the fourth year, or the sixth
.year in the event of the extension, then BRIDGE agrees to pay a BMR in-lieu¯ fee
payment to ¯the city. Upon r~ceipt ofthe full amount of the-BRIDGE Fee Payment,
together With acceptable documentation of ~he. calculation Of the fee amount, the City
will deem BRIDGE’s BMR obligation fully satisfied and BRIDGE will no longer be
obligated to-develop either the Senior Rentals or the Alternative A- Mixed-lncome
Condos. The City will deposit the¯ BRIDGE Fee Payment to the Residential Housing
Fund, which Fund is ;used for affordable housing development, preservation and
rehabilita!ion, and -the City will release the 0.5 acre property from the restrictions of this
BMR Agreement. Subsequent housing deve!opment applications for the. 0.5 acre
property will be subject to then-current City affordable housing .and BMR requirements,
. as. applicable.
Calculation of BRIDGE FeePaYment: Th~ fee amount will be eqiaal to the initial $7.3M
¯ contribution from BUILD less .actua! costs incurred .by BRIDGE to acquire the land and
prepare the site for development plus the resale proceeds of the 0.5 acre parcel together
with its rel£ted parking .easement rightfi and off-site {mprovement credits. These costs
will include land acquisition, parking easement acquis!tion, reimbursement by BRIDGE
Of BUILD’spro~ated predevelopment costs, prorated shares of off-site improvements,
and BRIDGE’s actual land ¯holding and preconstruction costs. The maximum payment
that the City would receive is $7.3 million plus an annual CPI adjustment. The CPI
adjustment (which only applies to the $7.3 Million paYment) Will commence at the
close of escrow on the sale of the last unit in the 103 unit market-rate town.house
H:’ff)OCLt3MR ProgramkBridge - BUILD BMR l_[tr Agrmt 9-6-06 CC Packet Final doc
BUILD / BRIDGE B1VIR Agreement
September 1, 2006
Page 7 of I0
¯ develo.pment until ful! payment of the BRIDGE Fee Payment to the City...However, in
no e~,ent .shall the BRIDGE Fee PaYment .be. less ’than $4.5 million even if the
calculation results in alowe~: amount. BRIDGE wili provide documentation to the City
" with the fee payment for the allowed costs and credits or revenues as described more
specifically in Attachment.B ihe BI~IDGE Fee Payment Calculation Worksheet
Description of Alternative A , Mixed-Income Condo Proiect: At this .time only a
general c0ncept.for this aliemati?’.e-housing projedt has.been agreed uponbet.ween the
Cjiy and BRIDGE; BRIDGE will develop this project more thoroughly should
BRIDGE determine that it is necessary to pursue.t.his alternative. The 0.5 acre site
would-be.reconfigured to allow construction Of.approximately 32 unitsof for~sale
co.ndo.minium flats .with about the. same general building footprint and floor area ratio as
the Senior Rentals project. The intention is that the current PC zone ordinance would
permit Alternative A,however design approval by the Architectural Review Board wil!
likely be nece.ssary to the extent that the reconfigurafion ha~ an impact on the exterior
design. A minimum of 16 condos would have to.be built an.d sold as BMR unit~ tO
satisfy the BMR rgquirement for the BUILD Project and additional BMR units wduld
beprovided at a 15% rate times any units built in excess ofl 6 (Example: 35. total units
are built, less 16. BMR units equals 19 additional units,. 19 limes 15% equals 3 BMR
units (2.85 rounded up);tot.al BMR units .¢quMs 19 out of 35). The final construction
plans for the bu!lding permit(s) will need to designate each BMR unit and those final
designa?tioris,--!0cations and floor plans shaii be approved, by the Director prior to
issuance of the-fi~:st-buildingpermit for the Alternative A for consistency with this
agr.eement. Compared to the market-rate towntmmes Proposed for the BUILD Project,
the Alternative A-uniti would be equivalentlysized with similar, interior finishing, but
Configured ~s Stacked flats rather than townhomes.
Construction, Finishing, Amenities: The BMR.units shal! be compa~-able in al! aspects
tO-the"market-rate housing units including, t~ut not limited to,. construction, quality,
appliance.s, cabinets,, kitchen and bathroom fixtures, .appearance, flooring materials,
finish .work, amenities,. Storage .units, parking spaces, and access to all facilities.
Developer may request permission from the Director .to use different interior finishes,
appliances, and fixtures inlthe BMR units than in the market-rate units. Such substitute
materials and equipment miast still .be of ve.ry good quality and durability. Any such
request should be submitted to the City at least 60 days prior to issuance of the Project’s
building permit.. The Director must Opl?rove substitute materials in writing. Prior Io
th.e.-c!ose .of escrow for the sale of each BMR unit, the City shall inspect.the BMR unit
to determine that it meets the construction and finishing standards stated in this
Agreement .and the City Mani~ger ghall approve the acceptance Of each BMR unit into
the program.
H:kDOCkBMR Ptogram~Bridge -BUILD BMR Ltr Agrmt 9-6-06 CC Packet Final.doc
BUILD / BRIDGE B!VIR Agreement
September 1, 2006
Page 8 of 10
Sal~ Of BMR Units, !Buyer Selection and Qualification: Developer shall offer the BMR
6.nits for sale to the City at the approved BMR prices in accor~tance with procedures
generally described in Attachment C. De~eloper shall cooperate with the City; the
buyers and the City’s program administrator a.s. necessary in the first sale of each of the
BMR units.’ The Ciiy normally selecf~ qualified buyers from the.BMR ownership
program waiting list. At the appropriate time in the sale trans~iction for each BMR unit,
theCi!y will assign its right to purchaseto each qualified BMR buyer.
’BMR UnitSales Pri~es: Pricing for the BMR units in Alternative A will be set based on
the stafidard City BMR price calculation inethod01ogy and distribution between price
categories in effect a~ the time thatBRIDGE’s ArchitectUi~e Review Board application
for Alternative. Ais deemed complete bythe City.. Attachment Di describes and
illustrates the City’s cufren~ methodology for. settirig.BMR prices for newly constructed
i~nits.
The financing gap associated with Alternative A would. be addressed by the BUILD
Payment to BRIDGE, and bya cross2subsidy associated with the sale of the.market-rate
units buil~-on.the 0.5 acre BRIDGE site. Table 1 shows the required unit types,
numbers of bedrooms, and square fo0t~ige Of the minimum !6 BMR units and the
current 2006 BMR purchase prices.
Unit
Type
Plan 1
Plan 2
Plan-3
.Plani4.
TOTAL
Table 1: Alternative A - Mixed-Income Condo Project
Description of Minimum Required 16 BMR Units
Type ¯
1 Bd, 1 Ba
2_ Bd, 2 Ba
3 Bd, 2.5 Ba
¯ 4 Bd, 3 Ba
Net
Square
Feet
750 Sf
-1,200
sf
i,500
¯Sf.
!,900
sf
Price Category -
(based on AMI)
80% to 100%
80% to 100%
100% to 120%
¯ 80% to t00% .
100% to 120%
80% tO 100%
100% to 120%
BMR Sales
Prices As-of
5-15-06
$i95,60.0
$227,300
$290,150
$258,600.
$328,600
$283,850
$359,350
No. of
BMR
Units
1
4
2
5
2
1
.1
16
City’s Commitments: The City commits that a condominium hous!ng development of
up to 35 units on the 0.5 acre site W6uld be allowable within the PC Zoning ordinance
for the 90! San )~ntonio Road property and .that Alternative A, as described in this
agreement would not requife additional City Council approval as long as the
H:KDOC~BMR ProgramkBridge - BUILD BMR Ltr Agrmt 9-1-06 Final.doc
BUILD / B~DGE BNIR Agreement
September 1, 2006
Page 9 of 10
development does not exceed 35 units and the floor area ratio. (FAR) does not exceed
the FAR of the Senior R~ntals. "
BMR Agreement to Be Recorded: A-formal BMR Agreement incorporating the terms of
this letter agreement shall .be :prepared in a form satisfactory to the City Attorney,
executed by BUILD, BRIDGE and the City, and recorded against the BPdDGE Property
prior to, or concurrent. wi~h, the recording of the subdivision map that’divides the 4.0
acres in{o two legal parcels, The recorded BMR .Agreement Wi!l be a contractual
obligation 0f.BUILD and BRIDGE and its successors in interest and shall runwith the
land. The City requ!re~ that lenders.with secured interests in ihe property subordinate to
the.’-re~orded BMR Agreement. -Ifthe Senior Rental pr6jedt will be developed, then a
City regula~tory agreement with a .minimum term .of fifty-five (55) years will be
recorded against the project at the close of its permanent funding to .regulate the rents
and .~ccupancy.ofthe 19 BMR units. . ..
If the.Alternative A: Mi×ed-Income Condos are Ultimately developed, then individual
City BMR deed restriciior~s fo( each of the BMR units shallbe recorded With the grant
deed at the first.sale by BRIDGE to aBMR qual~fie.d buyer with a term of at l~ast 5_~9
years. F~ature transfers or sales to subsequent BMR Owners will initiate a new 59-year
term0f affordaNlity. A copy of.the City’s current. Deed Restrictions is attached to .this
agreement as Attachment E. The City is expecting to revise-the current deed
restrictions and the City’s revised deed.restrictions shall be used and. recorded with the
gr~n~ deed to the initial homebuyers.
Program Administrator: The Department of Planning and Community Environment
adminigters the BMR program. The Cit¥.’s current c6ntract.Pr0gram administrator for
the BMR program is itl~e PAHC Housing Servi~s, LLC (PAHC,~. " PAHC administers
the sale~ of newly constructed BMR ownership units for the .City. The current sales
¯ procedures are gene)ally described in Attachment C; BRIDGE shall comply with the
City then-current BMR sale+ pi0cedure~ if the Alternative A projeg[- is constructed. The
City may assign any .or all of the adminislrat~v.e duties including review, approval¯ and
mohltoring functions to its program administrator or otlier designe~,: Should BRIDGE
develop Alternative A, the City agrees to discuss having BRIDGE assume some or all
of the administration of the BMR sales.
Please sign.this letter below indicating that we have reached agreement regarding-the
BMR program, contribution for th( BUILD and-. BRIDGE developments at 901 San
Antoni6 Road/-Palo Alto. Thank-you for youy cooperation an~t your contribution to
affordable housing in the City of Pa!o Alto.
.H:~DOCkBMR ProgramkBri0ge - BUILD BMR Lit Agrrnt 9-1-06 Final.doc
BUILD / BRIDGE BMR Agreement .
September I, 2006
Page 10 ofl0
Director of Planning. and Community Envirc~nment
BRIDGE. Urban Landfill Development, LLC and BRIDGE Housing Corporation
agree to-~atisfy the City of- Palo Alto Below Market Rate housing requirement for
the housing development at 901 San Antonio Road (APN: !27-37-024; Application
No= 06PLN-00000-0003:I), .as described in this-Letter of Agreement dated
September i, 2t)06
BRIDGE Urban L~ndf~!x~lopmenL LLC
Title:. _-~~ ~ ~, ~
" BRIDGE Housing Corporation
cc;Gary Baum, .City Attorney
Don Larkin, Senior Deputy City Attorney
Curtis Williams, Chief Planning &. Ta]anspo~tation Offi.cial, Planning Division
.Steven Turner, Senior Planner, Planning Divisj0n
¯Julie Capo.rgn0, Advance Planning Ma.nager, Planning Division
Catherine Siegel/Housing Coordinator, Planning Division
Linda Mabry, BMR Administrator, Pal0 Alto Housing Coi-poration
Attactiments:
A)
B)
c)
D)
Property Description [to be added to recorded agreement]
BRIDGE Fee Payment Calculation Wo.rksheet Methodology
Procedures and Instructionsfor the Sale of New BMR Uni~
BMR Sales Price Calculations, May 2006
Be!ow Market Rate Ownership Deed Restrictions [Current Version dated 3/93]
H.:LDOCkBMR Program\B~idge - BUILD BMR Ltr Agrmt 9-1-06 Final.doc
Attachment A !. Prop .erty Descripiion
[To be ’inserted in rec.o.rded-agre.ement]
ATTACHMENT B
Attachment B
Bridge Fee Payment¯ Calculation Worksheet Methodology.
Line #
1.(THE "BUILD ". PA YMEN T)
Less Bridge’s Actual Costs For:.
Description
BMR IN-LiEU FEE.pA YMENT PAID TO BRIDGE
Land Acquisition.
Parking & Access Easement Acquistion
Predevelopment Costs.
Shared Off-Site Costs (w/BUILD)
Share of Risk Management Plan Costs
Land Holding Costs
Preconstructi0n Costs
Interest earned by BRIDGE on the $7.3 M during the
3eriod the funds are held
3
4
5
6
7
8
Plus:
.Amount
I
$7,300,000
$0
$0
$0
$o.
$o
$o
$0
$0
10
Plus:.
11
.Subtotal:
Procee.ds of Sale of Land with Parking & Access
Easements at Year Six
$7,3oo, ooo
$0
12
Plus:
13
14
SUBTOTAL: BRIDGE Fee Payment $7,300,000
Annual CPI Adjustment(if appficable)
TOTAL Payment Due to City From BRIDGE
$0
$7,.300,000
The. BRIDGE Fee Payment must equal a minimun of $4.5 Million; the maximum
Fee Payment is $7.3 Million. If the $7.3 Million amount is due using the above
!calculations, then the City will also receive from Bridge a CPI adjustment
ipayment in addition to the $7.3 Million. The CPI adjustment shal! equal the
percentage change in the CPI Index in effect, ’commencing with the close of
escrow On the sale of the last unit in the BUILD 103 unit project until full "
payment to City ofthe Bridge Fee Payment, times the $7.3 Million. If the Fee
Payment calculation results in a Fee. Payment of less than $7.3 Million then no
CPI Adjustment payme.nt is required..
H:\Sheet\Bridge Fee Pymt Worlksheet- Att B BMR Agrmt _ ~
ATTACHMENT C:BMR Program Policies and Procedures
2003:01
Date: May 6, 2003
Rev: Jan. 7, 2005
Sales Procedures for NewBelow Market Rate (BMR) Ownership Units
This doctimentpr0vides an overview of the City o~" Palo Alto’s.pol~cies and procedures
for the s~l~etion ofbuyers and the sales of newly Constructed BMR ownership un!ts
prov.ided under the City’s Below Market Rate (BMR) Program - H-36 oftheH0using
Element is adopted on December 2, 2002: The information is intended primarily for
h0~sing, developers¯ and othe}s interested in an overview of the buyer select¯ion and sales
process. Furthex; details of the process, both for new unit sales and resales of existing .
BMR units, may be found in the BMR Program Policy and Procedures Manual prepared
by.the Pali~ .Alto Housing Corporation (pAHC).
.1) BMR Agreemrnt Between City and Developer:
During the entitlement review process, a BMR agreement is prepared between the City
and the Developer. Compliance with the BMR~program agreement is included as one of
the project’s Conditions of Approval. Generally, a letter agreement is drafted, signed by
the Developer and the Director of Plarming and Community Environment and included in
the staff report packets sent to the Boards, Csmmission and Council decision makers, as
applicable: A.final-BMP, Ag~-eement, in a form that-will be recorded against theland, is
pi:epared prior to the final entitlement approval for the Woject. This formal document
must be exec.uted by the appropriateofficers of the Devrloper and by the legal.owners of
the labd (if..different than the Deyeloper). A consent and subordination.to the BMR
i.Ag.r.eernem is also required from any lender with a secured interest in the land:
Most projects with for-sale housing units will involve¯a subdivision map applicationl In
such situations, the formal BMR Agreement is prepared, executed and recorded prior to
City appro)al of the final Subdivision map agreement. The formal BMR Agreement may
be a sepa.rate legal document Or may be incorporated into the text of the subdivision
agreement. The BMR Agreement (both the initial letter agreement and the formal,
recorded agreement)will include ~omplete descriptions of the BMR units and will
reference the ianits’ floor plags, features, sizes and locations. The BMR units must also
¯ be designated.on the site plans that are part of the subdivision map.
2) Sale of BMR Unitst0 a Quaiified Purchaser Desi~nated by the City:
The BMR Agreement pr .ovides the City with a right to purchase the BMR units from the
Developer for the specified below market price(s) at completion of the Project. The
standard-practice is for the City to.assign its right to purchase to a BMR buys) that has
been selected and qualified by our contract program administrator, the Palo Alto Housing
H:kDOCkBMR Policy & Proceduresk2003-01 Sales Process of New BMR Units.doe Page 1 of 6
¯ ATTACHMENT C:BMR Program Policies and Procedures
2003:01
Date: May 6, 2003
Rev: Jan. 7,2005
Corporation (PAHC), The Developer does not have the right, or the responsibility, to
¯ select and qualify.buyers for the BMR units. It is a violation of the .BMR Agreement for
theDeveloper to sell a BMR unit directly to a buyer of its own choosing (e’cen if that
buyer meets the program’s qualific.ations) without the prio~ express written, consent of the
¯ City, .whicti would need to include the City’s. assignment of its legal right.tOp~rchase,
A2fter the BMR units’ initial sale, as Provided in these procedures,, the Developer has met
its re.sponsibilities:regarding the.BMR program. The prox)isions of the BMR Deed
Restriction~£ which are enforced by PAHC and the City; control resales of the BMR
units.
;i’he ~ales process begins vcith the De~’eloper notifying the City and P~ C of its intention
tO begin the marketing and sales of units in the Project. The Developer should inform
PAHC as. early as possible of the amount of the-final monthly homeowners association
dues because this is a critical piece of information for the buyer.information packet.s and
.the qualifying process. PAHC must also be informed when the BMR-unit(s) are legally
available for binding purchase, contracts to be.signed, pAHC selects ~he buyer for each -
BMR unit (the "Designated BMR Buyer") according to program preferences (preference
for appficants.that !ive or work in Palo Alto), income, asset and household requirements
and order on the waiting list.
The Developer must then execute a standard California Real Estate Purchase Agreement
with the Designated BMR Buyer for each BMR unit within two (2) ~veeks ofnoti.~e from
PAHC of the buyer’s selection. Should .~he first Designate~! BMR BuYer not be able to
obtain financing or close escrow for whatever reason, PAHC shall provide a subst.itute
buyer, or buyers, as necessary. The.Devel0per shall execute a purchase agreement with
any number of substitute buyers designated by PAHC as necessary in order to sell each
BMR.m3. it to a qualified buyer.
3) Comparability of BMR Unit, Features and Upgrades:
Except as. provided in the BMR Agreement and.related official c0rresp6ndence from the
. City, the des!gn, construction, materials; finishes, windows, hardware, lightfixtures,
landsCapii~g, irrigation, appliances, and like features of each BMR unit shall be
comparable to all other units in the Prbject. The owner¯of each BMR unit shall have
access to all facilities, amenities, parking and storage as will be available, or provided, to
owners bf other units in the Project. Each Designated BMR Buyer shall be offered the
opportuni. "ty to.select colors, finishing materials, add-ons, upgrades or other features on
the s.ame terms and pricing as buyers, of market rate units. However, the cost upgrades,
contr.acted for by a Designated BMR Buyer, must be shown separately-inthe purchase
contract arid escrow statement and not added to the purchase price of the BMR unit
because the Of. the limitation on the BMR unit’s price in the BMR Agreement.
H:LDOCk!3MR Policy & Procedures~003-01 Sales Process o/’New BMR Units.doc Page 2 of 6
ATTACHMENT C:BMR Program Policies and Procedures
2003:01
Date: May 6, 2003
Rev: Jan. 7, 2005
4)-~nspection & Acceptance of BMR Unit(s):
Repre. sentat.ives of.the City and. PAHC shall beallowedto inspect .each BMR unit, and a
sample o. fihe other units in the Project, immedimely prior to issuance of.a certificate of
occupancy, or final approval of-the.building permit bY the~City’s Building Division in
order to determine tha..t each BMR.uni.t meets the standards .of construction and finishing,
~srequi.red bY the BMR Ag.reement. This inspectiqn is .independent of the City’s
inspections for Building. Codes and 0therPlanning Coriditions. The City shall specify in
writing any deficiencies in the BMR unit(s) and Such deficiencies shall be corrected by
the De)?e.loper .to the. satisfaction of the City within 2 weeks ofrece!pt0f such notice i)r
by such other deadline that is.acceptable t(? the. City. Prior to close .of escrow on the sale
of each BMR unit, the City Manager, on .behalf of the City of Palo Alto, shall execute a
"Certificate of Acceptance". This document; which is-the. City’s offiCiM approval and
acceptance, of each BMR unit~ shall be~ recorded, as an exhibit to the Grant Deed from the
Degeloper to the Desigr~ated BMR Buyer, .as described below.
5) ReCording of Documents:
Prior G0 close of escrow for each sale, the Deve!oper.must execute the Grant Deed that
. will transfer title, of each"BNIRunit, from the D~veloper to the Designated BMR Buyer.
-Als¢~ prior to ClosingpAHC obtains the Designated BMR Buyer’s signature on the City
of pal.o Alto Below.Market Rate Deed Re~triction.{th¢ ’.’BMt~ Deed Restrictions") and
..-.the City executes the ’~Certifidate ofAcceptance’.’. After these .documents are properly
executed, pAHC transmits, th6m tO the-Escrow Agent. The Deveioper shall instructthe
Es6row AgenIto attach both th.e Certificate ofAcceptance and the BMR Deed
Restrictions as eXhibits to the Grant Deed. prior to its }ecording. The DevelOper shall also
in~tmct the EscrOW Agent to reference these documents on -the face of the Grant Deed in
the manner specified by PAHC. in general, the Developer shall cooperate fully witi~ the
City, PAHC and the purchaser in the escrow process.
The City may de.velop new or revised legal documents (including revisions to the BMR
Deed Restrictions) in.order to secure its BMR deed restrictio..ns and implement the
pidgram’s goals and 0bjectiv.es... The Developer agrees toassist City as necessary in the
closing and recdrding of the City’s BMR documents.
6) Provision of Proiedt Information:
The Developer, andits sales and marketing agents, shal! cooperate ~ully with ’the City and
PAHC to accomplish the sale of each BMR unit tO a Designated BMR Buyer. The
Developer, or its sales agent, shall provide to PAHC, (for distribution to interested BMR
H:kDO~kBMR Policy & ProceduresL2003-01 Sales Pro(ess of New BMR Units.doc Page 3 of 6
ATTACHMENT C:BMR Prggrara Policies and Procedures
2003:01
Date:- May 6, 2003
Rev: Jan. 7, 2005
pur.chasers) all sales information and services normally provided to prospective
purchasers including, but not limited to:
Copies of sales brochures including unit plans with square footages,
descriptions of standard and optional features & )price lists for optional
features;"
~- Information and documentation, as requi}ed by State law; regarding the
" condominium.association, ~he association dues or fees, as~0ciation by-laws
and an esiimfite of real propertyta~es including any special assessments or ¯
bogd costs; .......
AI.I .warrantie~ guarantees gnd insurance.as are_provided for the market units
in the Project; ’ " "
completion .of"punch list" w0tk and performance ofrepairs on the BMR"
uniis, aspr.0Vided for the market units in the Project; " "
Cooperation with PAHCin scheduling and holding an .open h0use(s)
Specifically for interested BMRpurchfisersto view and inspect the BMR
unit(s).
7) l~epresentation: .
Neither.the Deve!oper, nor its sales organization or real estate agent, shall charge any
commission or fees to the BMR buyegs,.or the City, in connection with the sales ’ ¯
tran.saction.i for the BMR units. Typically; the BMR buyers are not represented by a real
estate agent. However, if a buyer chooses to be .represented by an agent.or attorney, .ttie
¯ bu.yer is responsible for the cost ofthos~ services. PAHC is not a licensed real estate
a.gem or broker and doe-Shot r~cei~e any commission dn the sales of BMR units. PAHC
administers certain aspects of.the BMR program on behalf 0f the City of Pa!o Alto and is
compensated under an annual contract with the City for those services. PAHC s~aff shall
be the primary contact for the Developer a~d Escrow Agent in the sales process for each
BMR Unit..
8) .S.eller’s Closing Costs:
The DevelOper is r6Sponsible.for the payment of the escrow and closing costs typically
paid by the seller of residential real property in Palo Alto.
¯ The BMR buyer selection and qualification process (from the.r nailing of information
packets to the execut!0nof a purchase contract) takei appyoximately 5 weeks. Th6 time
period from opening of escrow to closing of the purchase generally takes 45 to 90days.
H:LDOCkBMR Policy & Proceduresk2003-01 Sales Process of New BMR Unit’.doe Page 4 of 6
ATTACHMENT C:BMR program Policies and Procedures
2003:01
Date: May 6, 2003
Rev: Jan. 7, 2005
Thus, the total time from initiation of the sales process by PAHC to close of escrow could
extend from four ~o five month~. Close cooperation between the Developer, the
Developer’s sales agemand PAHC is necessary in order for the process to proceed.
smo0fl;i!y.
10)Waiting L!st for BMR Owne~-ship UnitS:¯ .-
PAHC maintains a .waiting list of persons interested in purchasing BMR ownership units.
The Waiting ¯list is used .for the sales of both new and resale units. There are usually over
3.00 househ01d~ on the list, which is updated armually. Past-experience.has ~hown a
strong demand for BMR units from qualified waiting list buyers, especially for a)ewly.
constructed BMR-units; .HOwever, ifa buyer cannotbe found from the waifi!)g li.st, .
PAHC advertises.the unit directly to the public in..order to find ¯qualified buyers.. For a
project with a larger number of new BMR units ¯becoming available at the same time,
PAHC and the Developer may.undertake a special advertislng and marketi~ag effort while
the project is.under construction to. recruit a sufficient pogl of qualified BMR buyers,
1 1)Sales Process:
The following steps describe in-more de.tail the general process involved in .selecting and
qualifying a buyer for each BMR.unit..
a)The Developer provides PAHC with a schedule for Completion of construction of
ttie Project and an estimated aate for completiofi and a.gailability of the BMR.units. The
Developer¯prov. ides PAHC with contacts with its sales staff or real.estate agent and with
its escrow.company. : ¯ -
b) Often a preliminary megting at the Project site is held priort0 completion between
-PAHC, the City,..the Developer; the general contractor and the sales/market!ng agent to
¯ discuss process and timing, to tour the project mad inspect the BMR units and other units.
¯ c) The Developer provides PAHCwith all reports and documents required by !aw
including, the.condominium reports and documems, preliminary title report(s) on. the
BMR units, inspection reports and disclosure statements. Marketing brochures including
floor plans of the BMR units with square footages; lists and description of standard and
optional features-with prices for optional features must also be provided. The amount of
the monthly:homeowners association dues for each BMR unit is also needed.
d) PAHC prepares an information and application packet about each BMR unit and
malls it to all households (this may go to a large number of households) on the waiting
list tha* appear eligible for that size and price of unit.
H:kDOCLBMR Policy & ProceduresL2003-01 Sales Process of New BMR units.doc Page 5 of 6
ATTACHMENT C:.BMR Program Policies and Prdcedures
2003:01
Date: May 6, 2003
Rev: Jan. 7, 2005
e) An open house exclusivelyfor prospective BMR buyers is held and the
Developer’.s sNes agent cooperates wi.th PAHC:to schedule the date and time for this
open house. The Developer’s sales agent conducts the open. house. For a very large
project,.or one completed in phases, more than one open house may be necessary..
f). . Interested buyers must comply with several deadlines including submitting a
complete application~ attending the open house, formally indicating an intention to buy,
proving their qualifications for the program. (veiifying income; assets,-household size,
and-palo A!t0 preferences) and verifying that they have the downpayment .funds and can
obtain financing to buy the Unit. The selected household (Designated BMR Buyer) for
eachBMR unit is the household with the highest position on the waiting list, who is
qualified by income ..and househdld size limitations and other criteria and who completes
the application process within the specified time deadlines. ~
g) -A number 0f local mortgageienders a~e familiar with the BMR program and Offer
advantageous financing terms to our buyers. The Designated BMR Buyer usually
finalizes their loan application and secures loan approval after being selected by PAHC,
although many buyers will have already been pre-quatified for a !oan. The typical BMR
buyer-needs a low down payment loan, but some buyers make substantial down
payments.
h) Once PAHC has qualified and designated a buye.r; the Designated BMR Buyer
and the Deve!oper, of its Agent, meet to negotiate the purchase contract. The purchase
price must not exceed the price specified in-the BMR agreement withttae City. The cost
:of.any additiona! features Or upgrades purchased by the BMR buyer musrbe paid for.-
separat.e.ly and is not included in the purchase price. The purchase contract terms should
¯ be typical for home purcfiases in the area. such as standard times for obtaining approval of
a mortgage and closing escrow, amount of the ."good faith" deposit, inspection of the
completed unlt, division of closing costs, eic: PAHC staff reviews the purchase contract
before and a.fter.signing to verify that the contract meets the above terms and guidelines.
i) PAHC coordinates the closing process and the execution of thenecessary
documents;as described aboye, with the Escrow Agent. often,the BMR units are among
the first completed sales in a Project.
¯ H:kDOCkBMR Policy & Procedures\2003-01 Salgs Process ofNew BMR Units.doc Page 6 of 6
Date:
ATTACHMENT D-1
PLANNING DIVISION
Memorandum
June 15, 2006
To:Planning Division Staff & Housing-Developers, .and Others
¯FrOm:
Subject:
¯ Ca~th.e(ineSiegel, Housing Coordinator, Planning-Division
Steve-Emslie,.Director of Planning & Community Environment
¯Updated Prices for New BMR Units" Effective May 15, 2006
Palo Alto has Updated its prices for newly constructed housing units for the Below Market
Rate (BMR) home ownership program, as ~hov)n below. The attached tables-explain: th~
price calculations. The City updates ~he BMR prices annually. The newprices for2006 are
effectiye as of May 15; 2006 and apply to BMR units in projects, receiving final planning
entitlemeni approvals-(i, e. the date of: the Director’s letter for ARB action, Council
adoption of a PC Zone ordinance-or approval of Site & Design) on or after the effective date
of the updated prices.
Factors updated annually are: the .Area Median Income (AMI) for Santa Clara County, as
published by. the State Department of Housing & CommunityDevelopme.nt~ interest and.
-mortgage insui’an~e, rates for loans typically used by BMR buyers and other home
0y~nership costs.(overed by .allowances for repairs and maintenance, typical homeowner
association dues, and fire insurance). ..
The developer is required to se!l ’new BMR units at the I’BMR Unit Price’" shown below.
The required BMR price is the midpoint price affordable by .assumed households in the
target income range for that Unit type. BMR units must also comply with the City’s
"Standards for BMR Units".. As described in the BNIR Program H-36 of the Housing
Element, as adopted in December 2002, there are two l~vels of pricingand affordability for
BMR ownership units:
Studio Units
1-bedroom units
2-bedroom units
3-bedroom units
4-bedroom units
Lower Moderate Income
80% to 100% AMI Units
$164;250
$195,600
$227,300
$258,600
$283,850
Higher Moderaie Income
100% to 120% AMI Units
$213,200
$251,650 ¯
$290,150.
$328~600
$359,350
Attachments: - "
1) Price Calculations for Lower Moderate Income Units (80% to 100% of AMI)
2) Price Calculations for Higher Moderate Income Units (100% tO 120% of AMI)
H:~DOCkI3MR ProgramkBlvlR Price Cover Memo Art & Exh for 2006 6-06.doc
ATTACHMENT D-2
City of Palo Alto BMR Ownership Program
Prices for New BMR.Units -.
for Households.at 80% to 100% of Median Income
Dated: May 15,2006
Persons In
Household
5
Area Median.¯Income
$59,100 " ..
$67,500
$76,000
¯ $84,4.00
’$91,200
80% of County 100% of County. Range of Affordable¯ .Prices at 80% t0 100% of
.-Median .IncomeArea Median
Income
¯ $.~.39,700..’.i". _
$167,600 -
-$195,800 .-.
$223,600
$246,200
$188:,800
$223,600
$258,800
$293,600
$321,5.00
$73,900
$84,400
$95,000
$~05,5oo
$113,900
Assumed Household Size BMR Unit
¯ for Unit Type
1
.2
U nit Type
Assumed Household Size for the
Price
(Assumes 90% of Area Median Income & Midpoint Price for
unit Type)
Studio
1 Bedroom
2 Bedrooms
3 Bedrooms
4 Bedrooms
$164,250
.$195,600
$227,300
$258,600
$283;850
VARIABLES AND ASSUMPTIONS:
Area Median.lncome:4-person household (As of 4/06/06)
Annualized Rates: -
IntereSt Rates. (As of 5/15/06)
Mortgage Insurance (As of 5/15/06)
Property Taxes
Total Effect-lye Interest-Rate
Number of Monthly Payments:
Loan-To-Value (5% downpayment):
Allowance for: HOA Association Dues; Repairs & Maintenance
Costs, & Fire Insurance (Per Month)
Loan Terms:
Zero (0) Loan Points
30 Year; Fixed Rate, Fully Amortized Loan
Assumes a maximum of 30% of Gross Income for All Housing Costs: (mortgage, private
insurance, property taxes, HOA dues, repairs & maintenance allowance, fire insurance)
$105,500
6.70%
0.89%
1.25%
8.84%
360
95%
$425
mortgage
H:’,Sheet\BMR 5-2006 Art - Exh Prices at 80-100% of AMI
ATTACHMENT D-3
City of Palo Alto BMR Ownership Program
Prices.for New BMR Units
Persons In
Household
2
3
4
5
for Households at I00% to 120% of Median Income
Dated: May 15, 2006
100% of.
County Area ~
Median Income
$73,900
$84,400
$95,0o0
$105,5.0,o,
$113,900
120% of County
Area Median .
Income
$88,600
$101,300
$133,900
¯ $126,600 ’
$136,700
Range of Affordable Prices at 100% to 120%
o~ Median Income "
$18&800
$223i600
$258,800
$293,600
$32!,500
$237,600
$279,700
.$3211500
$363,600
$397,200
Assumed Household Size for
Unit Type
2
3
4
5
Unit Type
Studio
1-Bedroom
2 Bedrooms
3 Bedrooms
BMR Unit Price
(Assumes 110% of Area Median Income & Midpoint
Price for Assumed Household Size f0r.the Unit Type)
4 Bedrooms
$213,200
$251,650
$290,150
$328,600
~$359,350
VARIABLES AND ASSUMPTIONS:
Area Median Income: 4-person household (As of 4/06/06)
Annualized Rates:
Interest Rates (As of 5/15/06)
¯ Mortgage Insurance (As of 5/15/06)
Property Taxes
Total Effective Interest Rate
Number of MonthlyPayments:
Loan-To-Value (5% downpayment):
Allowance for: HOA Association Dues; RePairs & Maintenance
Costs, & Fire Insurance (Per Month)
Loan Terms:
Zero (0) Loan Points
30 Year, Fixed.Rate, Fully Amortized Loan
Assumes a maximum of 30% of Gross Income for All Housing Costs: (mortgage, private mortgage
insurance, property taxes, HOA dues, repairs & maintenance allowance &.fire insurance) "
6.70%
0.89%
1.25% "
8.84%
360
. 95%
$425
H:\Sheet\BMR 5-2006 Att- Exh Prices at 100-120% of AMl
ATTACHMENT E
City of Palo Alto Belo~v Market Rate (BMR) Program Deed Res’trictions (August 1993)
SUBJECT TO:
A. Right of First Refusal.
, Gr~ntee hereby grants and. gives tO the CitY .of Palo Alto ("City") a right to purchase the real property
conveyed.hea:eby and any. improvements thereon (the "Premises") under conditions hereinafter Set forth. City
may designate a governmental or nonprofit organization to exercise its right of first refusal. City or its
designee may assign this right to an individual private buyer who .meets the City’s eligibility qualifications.
After the exercise of said right by. City, its designee or assignee in. the manner hereinafter prescribed, City, its
designee or assignee may assign said righ~ to purchase to any.substitute individual private buyer who ¯meets
¯ the City’s eligibil.ity requirements and is approved .by the City; provided, however,. that such. subsequent
ass.ignment shall not-extend, any time limits contained herein. Any attempt to transfer title or any interest
the~:ein in violation of these covenants shall bev.0id.. . .
B.Procedure on Sale.
Whenever the Owner ("Owner’; refers to Grantee and all successors in interest)¯ of ¯said Premises no
longer desires to own ¯said Premises, owner shall, notifY City in writing to that effect. Such notice shall be
personally delivered or deposited in the United States mail, postage prepaid, first class, certified, .addressed to
City Manager, City-of Palo Alto, 250 Hamilton Avenue, Palo Alto, CA 94301, with.a copy to the Palo Alto
Housing Corporation, 725 Alma Street; Palo Alt% CA 94301-2403.. City,. its designee or assignee shall then
.have the right to exercise .its right to purchase said-Premises .by. delivery of written .notice, by personal
delivery or certified mail, tO the Owner thereof at any time within sixty (60) days from the receipt by City of
such written notice from Owner of intent to sell or dispose oflhe Premises. "
’ If the City, its designee or assignee exercises its right to purchase said Premises,close of escrow of said
purchase shall be within ninety (9.0) days of the opening Of such escrow by .either par{y. Said escrow shall be
opened upon delivery to Owner of written notice of the exercise-of the option Or as soon. thereafter as
possible. In the event City decides to assign the right to purchase provided herein, City may postpone
opening, of escrow until selection of such assignee,, or as soon thereafter as posoible, provided that the
-opening of the escrow shall not.be postponed longer that ninety (9.0) days after the. Owner is notified of the
City’s exercise of its right to purchase. -..
Closing costs and title insur .arnce ~hall. be paid pursuant to the custom and practice in the City of Palo
Alto at the time of the opening of such escrow. Seller shall bear the expense of providing a current written
report of an inspection by a lic(nsed Structural Pest Control Operator. All work recommended in said report
to repair.damage caused by infestation or infection of wood-destroying pests or organisms found and all work
to correct conditions that caused such infestation or infection shall be done at the expense of the Seller. Any
work to correct conditions usually deemed likely to lead to infes:tation or infection of Wood-destroying pests
or organisms, but where no evidence of infestation or infection is found witti respect to such .conditions, is
not the responsibility of the Selle{, and such work shall be done only if requested by the Buyer and then at the
(Rev. 8/93)Page 1 of 7 Reg.
ATTACHMENT E
expense of the -Buyer. The Buyer shall be responslble for. payment of any prepayment fees imposed by.any
lender-by reason of the sale of the prdmises. The purchase price shall be paid in cash at the close 9f escrow
or as may be otherwise provided by mutual agreement of B.uye~- and Seller. The purchase price of the
Prerriiseg shall be fixed at the lower amount arrived atvia the following two methods:
o’
City or its designee shall have an. appraisal made by an appraiser of its choice to establish .the market
value. The owner may also have an appraisal made by an appraiser of Owner’s choice to.establish the
market, value. Ifagreement cannot be reached, the average .of.the .two appraisals shall be termed the
marl~et price. ¯
¯-Dollars ($-) XX_XXXXXXXX_KX
plus the amount of any prepayment fees paid by the selling 0wne~ at the time said Owner purchased the
Premises (base price), plus an amount, if any, to compensate for"any increase in tl~e cost of living as
measured by one-third (1~3)of the Consumer Price Index, All-Urban Consumers, for the San Francisco-
Oakland-San Jose area published by the U.S. Department of Liabor; Bureau of Labor Statistics
(hereinafter "the Index"). For that purpose, the Index prevailing on the date of the purchase by the
selling Owner of said Premises shall be compared with the latest Index availabI.e on the dine of receipt
by City of notice of intent to s~ll. The percentage increasein the Index, if any, shall be computed and
the base price shall be’increased by one2third (1/3) of.that percentage; provided, however, that the price
shall in no event be lower than the purchase pric~ paid by .the selling Owner when he purchased the
.Premises. ’ This adjusted price shall be increased by the value -of any substantial structural.or permanent
fixed improvements which cannot be removed without substantial damage to the Premises or
substantial or total loss 0f.value of said improvements and by the value of any appliances, fixtures, or
equipment purchased .to replace appliances, fixtures, or equipment which were-originally acquired as
i~art-of ~he Premises by Owner; provided that such price adjustment for replacement appliances,
fixtures., or equipment shall be allowedonly when the expenditu~.~ is necessitated by the non-operative
or other deteriorated cohdition .of the original appliance, fixture, or equipment. If at the time of
repla.cement the original .appliance, fixmre~ or equipment had in.excess of twenty percent (20%) of its
original estimated useful life remaining, Owner shall ~tocument to the Ci~y’.s satisfaction the condition
of the appliance, fixture, or equipment which necessitated its replacement. No such price adjustment
shall be made significahtly in excess of the reasonable cost to replace the original appliance, fixture, or
equipment with a new appliance, fixture, or equipment of comparable qual!ty as hereinafter provided:
No such adjustment shall b~ made except for improvements, appliances, fixtures, or eqnipment made or
installed by the selling Owner.. No !mprovement.~, appliance, fixture, or equipment shall be deemed
substantial unless the actual initial cost thereof tO the Owner exceeds one percent (1.0%) of the
purchase price, paid by the Owner for the Premises; provided that this minimum limitation shal! not
apply in eiiher ofthe following sit.uations:
(a)Where the expenditure-was made pursuant to-a mandatory assessment levied by the Homeowners’
association for the. development, in which the Premises is located, whether levied for
improvements or maintenance to the Premises, the common areas or related purposes.
(b) Wheie the expenditure was-made for the replacement of. appliances, fixtures, Or equipment which
were originally acquired as part of the Premises by Owner.
(Rev. 8/93)Page 2 of 7 Reg.
ATTACHMENTE
No. adjustment shall be made for the.value of any improvements, appliances, fixtures, or equipment unless
the Owner shall present to the City valid written documentation of the cost of said improvements. The value
of such improvement-s by which the sale price shall be adjusted.shall be determined as follows:
(a)The value of any improvement, appliance, fixture, or equipment,- the original cost of which was less
than Five Thousand Dollars ($5,000), shall be the depreciated value of the improvement, appliance,
fixture or equipment calculated in accordance with principles of. straight-line depreciation app!ied to
the original cost of the improvement, appliance, fixture or. equipment based-upon the estimated
oa:iginal usefal life of the improvement; appliance, fixture or equipment.
(b)The value of any improvement, appliance, fixture, or equipment, the original cost of which was Five
Thousand Dollars ($5~000) or more; shall be the appraised" market value of the improvement,
appliance, fixture or egtuipment when considered as an addition or fixture to the premises (i.e., the
am0untby which said improvement, appliance, fixture or equipment enhances the market value of the
premises) at tile time of sale. Said value shall be determined in the same manner as the market value
of the.premises in metl~od ~ above2 . .
(c)On January 1, 1982, and every two years thereafter, regardless of the date of execution or recordation
hereof,, the amount Of Five Thousand Dollars ($5,000) referred to in paragraphs (a): and (b)
immediately above shall b.e automatically adjusted for the purpose of those paragraphs in the
following manner. On. each adjustment date, the Consumer Price Index, .All Urban Consumers, for
~he San Francisco-Oakland area .published by the U.S. Department .of Labor, Bureati of Labor
Statistics ("Index") prevailing on January 1~ 1980, shall be compared with the Index. prevailing on the
date of recordation of this deed. The percentage increase in.the Index, if.any,-shall be computed and
the sum Of Five Thousand Dollars ($5,000) shall be increased .in the same percentage. In no .event
shall the sum be reduced.below Five Thousand Dollars ($5,000).
(d)No price adjustment will -be made except upon presentation to City of written documentation of all
expenditure.s made by Owner for which an adjustment is requested.
Any sa!e price determined through the use of this method number 2 (base price adjusted by Consumer
Price Index and value of improvements, appliances, fixtures or.equipment added) shall be adjusted by
decreasing said price by an.amount to .compensate for deferred maintenance costs, which amount
shall-be determined as follows: Upon receipt of notice of Owner’s intent to .sell, City or its designee
shall.be entitled to inspect the Premises. City or its designee shall have an opportunity to determine
whether all plumbing, e!ectrica!, and heating, s.ystems are in .working order; whether any violations of
applicable building, plumbing, electric, fire, or housing codes exist; whether all appliances which
were originally furnished to Owner as part of the Premises, oi any replacements thereof, are in
working order; whether, wails, ceilings and floors are clear and fr~e of holes or other defects (except
for hole~ typical of picture hangers); whether doors,, windows, screens and similar appurtenances are
cracked, broken or tom; and whether carpets, drapes and similar features which were originally
furnished to Owner as part of the premises, i3r. any .replacement thel:eof, are cIean and free of holes,
tears or other defects. In the event deficiencies are noted, the Real Property Administrator of City
Page 3 of 7
ATTACHMENT E
shall obtain estimates to cure the observed deficiencies. The Owner shall cure the deficiencies in a
reasonable manner acc.eptable to City or designee within sixty (60.) days 0f being notified, of the
results of the in.spection, but.in no event later than close of escrow. Should owner fail to cure such
deficiencies prior to .the scheduled date of close of escrow[at the option of iCiiy, its designee or
assignee, escrow-may b~ closed, title passed and money pai.d to th~ sellin.g Ownei- subject to the
: condition that such funds as are neces.sary to. pay forcuring such deficiencies (based upoff .written
estimates obtained by City) shall be withheld from the money due the selling Owner.and held by the
escroW holder- for the purpose of curing such deficiencies.. city, its designee or assignee shall cause
.such deficiencies to be cured and upon certification of completion Of Work by ~ity, escrow holder
shall utilize such funds ]~o pay for said work. Any remaining.funds shall be paid t.0 the se!li.ng Owner.
No Other payment shall be due. }aid Owner.
In no e;cent shall City .become in..any Way¯ liable .to Owner oi~ any potential or actual Buyer of the
Premises in¯connection with any sale oi othe~ conveyance of the Premises.. Not shall City become obligated
in any manner to Owner oi~ any¯!~oterit.ial or adtual Buyer by reason of the assignmentof City’s right to
.purctiase.. Nor shall City be in any way obligated or liable to Owner Or any poiential or actual Buyer for any
.failure of City’s assignee to consummate a purchase of the Premises Or tO comply with the terms of any
purchase and sale agreement.
.Until. such¯ time as the City’s right ~o purchase is .exercised, waived, or expired, the Premises and any
interest in title thereto shall not be sold, conveyed,, leased, ¯r.ented, assigned, encumbered-or otherwise
¯ transferred to any person 0r entity except with the prior.express written consent of City or its designee, which
consent shall be consistent with. City’s goal of creating, . preserving, maintaining, and prot.ecting housing in
Pato Alto for persons of low. and moderate income. Any encumbering of title of the Premises in connection
with secuidng any financingor loan may only .be accomplished with City’~ prior express, written consent;
¯ however, in the event of foreclosure or transfer by deed in lieu of foreclosure, the .provisions of Section D of
this instrument shall govern. ¯ ¯
The following transfers of title or any interest thfirein are not subject to the right, of first refusal
provisionsof this deed: transfer by gifl; devise, or inheritance to grantee’s spouse or issue; taking of title by
surviving joint ~enant; transfer o1[ title to spouse as part of divorce or dissol6tion proceedings; ac~tuisition of
title or interest therein in conjunction with marriage; provided, however, that these covenants shall continue
to run with the title to said Premises following said transfers. .- ..
.Termination of Right of First Refusal.
The provisions set forth in this deed relating ~o City’s tightto purchase shall terminate .and become void
automatically fifty,nine (59) years following the date ofrecordation of this deed.
Upon the exp!ration of said fifly-nine (59) year period, the Palo Alto Housing Corporation, a non-profit
charitablel organization~ or its successor organization, .shall have the right to purchase the Premises, and if
Owner no ¯longer desires to own the premises, Owner shall n~tifY the Pa!0 Alto Housing C0rp0ration.in
accordance with the procedures for notifying the City-in Piiragraph B above. If the Palo Alto Housing
Page 4 of 7 ¯
ATTACHMENT E
Corporation elects to exercise its right to purchase, it shall do so in accordance with the procedures and price
set forth, for the City in.Paragraph B above.
D. Default.
Owner covenants to cause to be filed for record in the Office of the Recorder of the County of Santa
Clara a request for a copy o£ any notice.of default and of any notice of sale under any deed of trust or
mortgage with power of sale encumbering saidPremises pursuant to Section 2924 (b) 0f the Civil Code Of
the .Sate of California. Such request shall specify that any such notice shall be mailed to the City M .anager,
City of Palo Alto, 25.0 Hamilton Avenue,. Palo Alto, CA 94301. Any notice of sale given pursuant to Civil
Code Section 2924 (fj shall constitute a notice of intent to sell hereunder and City Or its designee or assignee
may exercise its preemptive right prior to any trustee’s sale, judicial foreclosure: sale, or transfer by deed in
lieu of foreclosure, provided, .however~ notwithstanding any language Contained in this instrument to the
contrary regarding the rights of the lien holder, the City, or fis designee or assignee, must complete such
purchase no later than the end of the period, established by California Civil Code Section 2924 ( c ) for
reinstatement of amonetary defauR under the deed of trust or mortgage.
in the event of default and foreclosure; the, City, or its designee or assignee, shall have the same right as
the. Owner to cure defaults and redeem the .Premises prior to foreclosure sale. Such redemption shall be
subject to t}ie same fees; charges and penalties as would otherwise be assessed against the Owner. Nothing
herein shall be construed to create any obligation on the part of the City to cure any such defa~lt,, nbr shall
this right to. cure and redeem operate to extend any time limitations in the default provisions of the
underlying deed of trust or mortgage: The City, or its designee or assignee, shall be entitled to recover from
Owner all costs incurred in curing any such default.
:In the event Ci~ elects not to: exercise.its right to purchase.up0n default, any surpius to.which Owner
may be entitled pursuant tO Code of .Civil Procedure Section 727 shall be paid as follows: That portion of
surplus (after paymgnt Of encumbrances), if any, up. to but not exceeding the net. amount that Owner would
have received, after payment 6f. encumbrances under the formula set forth above had Cityexercised its right
tO. purchase the property on the date of the foreclosure sale, shall be paid to Owner on the date of the
foreclosure sale; the balance of surplus, if any, shall be paid to the City for increasing the City’s low-income
and m0derate-income housing stock.
E.Distribution of Insurance and Condemnation Proceedsl
In the event that the Premises are destroyed and insurance proceeds are distributed to Owner instead of
being used to rebuild, or in the e~ient of condemnation, if proceeds thereof are distributed tO Owner, or in the
case of a condominium project, in the event of liquidation of the homeowners’ association and distribution of
the assets of the association to the members thereof, including Owner, any surplus of proceeds so distributed
remaining after payment of:encumbrances of said Premises shall be distributed~as follows:.-That portion of.
the surplus up to but not to exceed the net amount that Owner would have received under the formula set
forth above had City exercised its right to purchase the property on the date of the destruction, condemnation
valuation date, or liquidation, shall be distributed to Owner, and ihe balance of such suqolus, if any, shall be
distributed to the Palo Alto Housing Corporation or its successors or assigns.
Page 5 ~of 7 Reg.
ATTA CH~MENT E
All notices required herein shall be sent to the following addresses:
CITY:City Manager
City of Palo Alto
250 Hamilton Avenue
Palo Alto, CA 94301
PALO ALTO HOUSING CORPORATION:
OWNER:
725 Alma Street,
Palo-Alto, CA 94301-2403
By acceptance of this deed, Grantee/Owner accepts and agrees-to be bound by the covenants contained
herein, and further acknowledges receipt of and agrees to be bound by the proviSiOns, of these deed
restrictions. "
IN .W~TNESS WHEREOF, the undersigned Grantde has caused this instrument to be executed this __
day of ., 20__.
Signature of Grantee
Print Name
Signature of Gra.ntee
Print Name
Signature of Granfee Signature of Grantee
Print Name--Print Name
(Rev. 8/93)Page 6 of 7 P, eg.