HomeMy WebLinkAboutStaff Report 420-07City of Palo Alto
City Manager’s Report
TO:HONORABLE CITY COUNCIL 7
FROM:CITY MANAGER DEPARTMENT: ADMINISTRATIVE
SERVICES
DATE:NOVEMBER 19, 2007 CMR: 420:07
SUBJECT:ADOPTION OF A RESOLUTION CERTIFYING FINAL
ENVIRONMENTAL IMPACT REPORT (FEIR) FOR THE PALO ALTO
PUBLIC SAFETY BUILDING PROJECT, ADOPTING MITIGATION
MONITORING AND REPORTING PROGRAM AND STATEMENT OF
OVERRIDING CONSIDERATIONS; APPROVAL OF A PURCHASE
OPTION AGREEMENT WITH ESSEX PARK BOULEVARD, LLC TO
ACQUIRE REAL PROPERTY LOCATED AT 2785 PARK BOULEVARD
AND ADOPTION OF A BUDGET AMENDMENT ORDINANCE IN THE
AMOUNT OF $436,000 TO INCREASE FUNDING FOR CIP PROJECT
PE-98020, PUBLIC SAFETY BUILDING
RECOMMENDATION
Staff recommends that Council: 1) adopt the attached Resolution certifying the Final
Environmental Impact Report (FEIR) for the Palo Alto Public Safety Building Project, Adopting
Mitigation Monitoring and Reporting Program and Statement of Overriding Considerations; 2)
authorize the City Manager or his or her designee to execute, in substantially the same form, the
attached Purchase Option Agreement with Essex Park Boulevard, LLC, to purchase the property
located at 2785 Park Boulevard; and 3) adopt the attached Budget Amendment Ordinance in the
amount of $436,000 for the first payment under the Option Agreement.
BACKGROUND
In December 2005, Council directed the Mayor to appoint a community-based Blue Ribbon Task
Force (BRTF) to evaluate the need, size, cost and site for a new public safety building. In June
2006, the Council accepted and approved the Public Safety Building Blue Ribbon Task Force
recommendations to consider a new Public Safety Building totaling 49,600 square feet at a two-
parcel site located on Park Boulevard. In September 2006, Council approved Amendment Four
to the consultant contract with RossDrulisCusenbery (RDC), Inc. to prepare preliminary
architectural design concepts and an Environmental Impact Report (EIR) for a new Public Safety
Building to accommodate the City’s Police Department, Emergency Operations Center (EOC)
and 9-1-1 Communications Center. On February 8, 2007 a scoping meeting was held for the EIR
to allow the community an opportunity to provide comments regarding the potential
environmental effects from the project that should be addressed in the Draft EIR. On July ! 1,
2007, the Draft EIR was released, beginning the 45-day public comment period. On August 22, a
public hearing with the Planning and Transportation Commission (P&TC) was held to obtain
CMR:420:07 Page 1 of 8
comments on the adequacy of the Draft EIR for two project options: 1) Option A, a two-story
building design concept using the two parce!, 1.59-acre site; and 2) Option B, a design concept
similar to Option A, but using ol~y the one parcel, 1.27-acre reduced site. Also, both options
require a City .04-acre parcel on the northeast comer of this site. Given a variety of factors,
including the environmental impacts and the increased costs associated with Option A, the
reduced one-parcel site, Option B, is now the preferred option.
DISCUSSION
The proposed 1.27-acre property for the Public Safety Building is an L-shaped parcel at 2785
Park Boulevard located at the northwest quadrant of the Park Boulevard/Page Mill Road
intersection just east of Oregon Expressway. The site is bordered by Park Boulevard on the
south, Page Mill Road on the east, Sheridan Avenue on the west and the Joint Powers Board
(Caltrain) railroad right-of-way on the north. The site vicinity includes a mix of office, retail, and
residential uses, and is served by the California Avenue Transit Station.
The BRTF’s recommendation approved by Council on June 26, 2006 to consider the Park
Boulevard site for the development of the public safety building was the result of a process
which assessed the need for a new public safety facility; examined and discussed previous
reports and feasibility studies; conducted site tours of existing and new police buildings and
facilities in adjacent cities; established site criteria; and reviewed size and programmatic needs.
The task force concluded that the Park Boulevard site was the least costly scenario and met the
top three site criteria established by the BRTF, namely: 1) that the site is of adequate size to
provide for building and associated parking for official vehicles, staff autos and visitor
convenience; 2) the site should not be subject to ground instability; and 3) the site provides
access on at least two sides.
\Vhile the original BRTF report recommended that two parcels on Park Boulevard be utilized for
the proposed PSF (Option A) recent developments now weigh towards utilizing just one parcel
(Option B). First, voluntary site acquisition negotiations with the owner of the smaller parcel
have not been successful. Second, site acquisition and building costs of the two site option are
more expensive than the one site option. Third, further design refinements have resulted in a
design plan that can be accommodated on solely the L-shaped parcel eliminating the need for the
second site. Finally, as more fully analyzed in the EIR, while the two site option would
definitely require the removal of a protected oak tree, the one site option may make it possible to
save -for at least some period of time-- the tree located on the adjacent site.
Option A~reement
The attached Agreement grants the City an option to purchase the property from the owner,
Essex Park Boulevard, LLC (Essex) for the purchase price of $10,900,000. Structuring this
transaction as an option agreement, rather than an outright purchase, allows the City to secure the
property and lock in a price, while also allowing time to pursue bond financing for this project.
Terms of the option agreement include a 30-month term beginning in November 2007 and
terminating in April 2010. The first of nineteen option payments, each in the amount of
$436,000, is due upon execution of the Agreement. The second through nineteenth option
payments, $36,333 each, are due each month starting with the thirteenth month of the option
term. The option payments are nonrefundable, but will be credited against the total purchase
CMR:420:07 Page 2 of 8
price of $10,900,000. The City may exercise its option at any time during the option term by
providing Essex with a 30-day written notice, setting forth the closing date of the purchase. The
City may also terminate the option upon at least 30 days written notice.
The City has the right, during the option term, to enter the property for purposes of investigation,
tests, surveys or other engineering and planning studies necessary for the City’s proposed
development of the property. Essex has the right to continue seeking entitlements for
development of the property during the option term; however, it may not conduct construction or
other development activities on the property or execute any leases or other contracts affecting the
property that are not terminable upon 30 days written notice. In addition, Essex shall grant
permission to the City to submit a development application for the permitting of a public safety
facility on the property. Essex is responsible for ant, loss or damage to the property unti! the
close of escrow. The City will pay closing costs of the sale.
The $10,900,000 purchase price is the result of negotiations between the City and Essex. The
purchase price is slightly above the current appraised value due to the fact that the price is locked
in for a period of 2½ years. Further, acquiring the property through a voluntary sale rather than
eminent domain also avoids additional litigation expense.
Environmental Impact Report (EIR)
The Draft Environmental Impact Report (DEIR) for the Palo Alto Public Safety Building was
circulated for public review from July 12, 2007 through August 29, 2007. A public hearing on
the DEIR was held on August 22, 2007 before the Planning and Transportation Commission.
As described above, the EIR prepared for the public safety building evaluated two project
options, Option A and B. With the exception of the removal of a "protected tree" in Option A,
all identified environmental impacts have proposed mitigation measures to reduce their impacts
to a less-than-significant level.
The following smnmaries outline key EIR impacts and mitigation measures for the project. With
the exception of the removal of a "protected tree" in Option A, the EIR concluded that all
identified environmental impacts have proposed mitigation measures to reduce their impacts to a
less-than-significant level.
Aesthetics (Visual Resources)
During the design review- process that would be required to finalize the project architectural and
landscape design, particular attention shall be given to incorporate design interest sufficient to
lessen the perception of excessive building mass and avoid the monotony of an overly fortified
facility appearance. The project also incorporates a PSB project plaza and Park Boulevard
streetscape treatments such as street trees, street furniture, street lighting, and sidewalk treatment,
which are coordinated with the planned nearby Park Plaza mixed-use project (195 Park
Boulevard) street treatment details to visually unify and distinguish the local segment of Park
Boulevard.
CMR:420:07 Page 3 of 8
The EIR also identifies mitigations warranted to address:
¯potential visual impacts from rooftop antenna equipment on upper floor views from
nearby existing aaad planned three-to-four story residential and office uses;
¯potential adverse facility impacts on views from nearby residential neighborhood vantage
points along the north side of Alma Street and on the southbound Colorado Avenue
approach to Alma Street (south of Emerson Street); and
¯potential facility exterior lighting impacts on nighttime views, including night sky views,
from surrounding sta’eet and nearby residential vantage points.
The EIR also concludes that the shadow impacts of the ~o-to-three story facility on surrounding
residential and office structures would be less than significant.
Air Quality
With respect to air quality, the EIR finds that the long-term impact of new facility operation,
including emergency generator testing and vehicular traffic effects, on local and regional air
quality would be less-than-significant; but project construction activities, including demolition of
the existing on-site sma!l office building (Option A only) and site clearing and excavation, could
generate potentially significant temporary emissions (dust) impacts. The EIR identifies common
construction period dust control measures to mitigate this potential impact.
Biological Resources
To mitigate the project "protected tree" removal impact, the EIR indicates that, pursuant to the
City’s Tree Preservation and Management Regulations and Tree Technical Manual, a Tree
Removal Permit application and associated tree removal and replacement plan must be submitted
for review and approval by the City Planning Department Arborist, AR_B and Planning
Commission. The EIR indicates that implementation of this measure would achieve project
compliance with the City requirements for removal of a "protected tree" but, nevertheless, loss of
a "protected tree" would still occur with Option A and would represent a "significant
unavoidable biological resources impact." While efforts will be made to preserve the tree in
connection with the preferred Option B, given the current health of the tree as well as the
potential security concerns about the adjacency of the tree to an essential facility and to provide
maximum flexibility for design, staff recommends the Council adopt the attached statement of
overriding considerations. This statement of overriding considerations is included in the
attached resolution of findings recommended for Council adoption.
Hazards and Hazardous Materials
Construction period excavation activities for Option A and B (to a lesser extent due to less
excavation) and the long-term use of the new facility could expose construction personnel and
furore occupants to hazardous levels of chemicals in underlying soil, groundwater and/or vapors
that may migrate into the structure from underlying soil vapor or groundwater contamination.
However, mitigations have been included that reduce these impacts to a less than significant
level. These include incorporating into the project a list of measures identified in the May 2007
Human Health Risk Assessment Mitigations Recommendations report for the project plus a
number of additional measures, including: (1) installation of a vapor mitigation system such as
an impermeable vapor barrier and ventilation provisions coupled with a long-term Operation and
CMR:420:07 Page 4 of 8
Maintenance (O&M) Plan; (2) Regional Water Quality Control Board (RWQCB) and Santa
Clara County Department of Environmental Health approval of all reports documenting the
location of hazardous waste contaminants in the soil and groundwater beneath the site as
required; and (3) a Site Management Plan (construction period worker and public protection and
possible dewatering needs) shall also be prepared and shall be reviewed and approved by Santa
Clara County Department of Environmental Health.
Land Use and Planning
The proposed project would not adversely affect overall existing or plamaed land use patterns, or
be incompatible with adjacent existing or planned land uses or with the general character of the
Cal-Ventura area.
Noise
There would be no significant new or changed noise impact associated with police vehicles or
from project vehicular access and parking activities. A constructed PSB would add a small
overall noise reflection area to the Ca!train frontage, but any related train noise reflection would
not measurably increase noise levels in residential areas along and east of Alma Street.
Standard mechanical equipment and emergency generator testing noise-abating specification
would ultimately be incorporated into the final project design to keep noise from these project
components below existing ambient noise levels at the nearest "sensitive receptor" (upper
residential stories of planned Park Plaza project at 195 Page Mill Road). Until actual noise
specifications are verified to the City’s satisfaction by a qualified acoustical specialist, however,
potentially significant nighttime noise impacts are assumed. There are no other significant
sources of project operational noise.
A detailed acoustical analysis will be required to formulate adequate noise insulation and other
facility structural noise control specifications to City satisfaction to reduce any potentially
significant project exposure impacts from Oregon Expressway and Alma Street traffic.
Project short-term building demolition (Option A only) and construction activity noise impacts
on adjacent and nearby existing and anticipated residential uses could also be significant.
Therefore, construction scheduling, noise level limitations, and signage requirements are cited
and other measures are identified in the EIR to minimize these potential short-term, construction
period impacts.
Transportation and Parking
Based on detailed, independent engineering analysis, it has been determined that the project
would have a less-than-significant impact on local roadway operation. However, the currently
proposed conceptual site plans for both Options A and B include driveway access characteristics
and deficiencies that present potentia!ly significant operational safety concerns. Possible project
design revisions and other measures to mitigate these potential driveway access impacts are
therefore recommended including, for Option B, traffic calming measures including possible
stop signs at the unnamed street approaches to both Sheridan and Page Mill Road.
CMR:420:07 Page 5 of 8
Currently proposed Option A and B parking provisions for staff, volunteers and visitors may not
be adequate to accommodate estimated maximum on-site demand after any future police
personnel expansion. There may be intermittent periods of difficulty in finding on-site garage
space, and in particular, there may be minimal on-site parking availability during any scheduled
weekday community room events. As a result, comnmnity room events involving high non-
public safety building attendance may need to be scheduled after hours or before 8:30 AM, or
limited in outside attendance. This condition has been incorporated as a mitigation measure.
Alternatives
The FEIR includes six alternatives. Alternatives 2, 3 and 6 have been retitled for clarity and
Alternative 4 was added based on community and Commission feedback received during the
draft EIR comment period. The six alternatives in the FEIR are:
Alternative 1: No Project
Alternative 2: Full Site with Tree Retention, Two Stories above Grade, One Parking Level
Below Grade
Alternative 3: L-Shaped Property Only (With Tree Retention), Two Stories above Grade, Two
Parking Levels Below Grade
Alternative 4: Full Site with Tree Removal, Three Stories All Above Grade
Alternative 5: Public Safety Building on Alternative Sites
Alternative 6: PTOD Residential Development Alternative
The two project options and the six alternatives analyze the greatest degree of environmental
impact possible from the project. In addition, Appendix 5.4 includes a summary table that lists
each of the various key project design choices that have been analyzed in this EIR which could
be included in a hybrid alternative.
Plannin~ & Transportation Commission FEIR Review
The Final Environmental Impact Report (FEIR) was reviewed by the Planning and
Transportation Commission (PTC) at a second public hearing on November 7, 2007. (See
Attachment G - PT&C Minutes) There was no public testimony provided at the meeting. The
Commission discussion on the FEIR focused on the responses to comments particularly related
to traffic and circulation issues, bicycle safety, access to the building if an earthquake occurs, and
noise impacts/abatement for surrounding properties. An Errata sheet attached to this staff report
provides minor corrections to the FEIR resulting from the Commission discussion. (See
Attachment E) The Commission recommended that the City Council certify the FEIR for the
PSB finding it complete and adequate under CEQA.
The Cormnission also requested that the PSB project be placed on a furore PTC agenda prior to
Site and Design review in order for the Commission to provide direction on the scope of the Site
and Design particularly regarding project design elements specifically related to bicycle safety
and noise abatement. The commission recommended that installation of a signal at the Park
Boulevard and Page Mill Road intersection should be considered in the future design of the
project. Since the PSB is a City project, the PTC recommended that the PSB should meet higher
safety design standards than private projects.
CMR:420:07 Page 6 of 8
RESOURCE IMPACT
To provide for the first payment required under the Option Agreement, a Budget Amendment
Ordinance (BAO) is required for Fiscal Year 2007-08. The BAO will transfer $436,000 from the
General Fund Budget Stabilization Reserve (BSR) to Public Safety Project Capital Improvement
Project PE-98020. This will reduce the General Fund Budget Stabilization Reserve Fund (BSR)
by $436,000 in 2007/08, reducing the total BSR from $23,634,!32 to $23,198,132. Funds for the
second through thirteenth payments will be included in the upcoming budget process. Should the
City exercise its option, the balance of the purchase price and other costs associated with
purchase of the property could be financed through future bond proceeds.
POLICY IMPLICATIONS
This recommendation is consistent with Council’s direction to the Blue Ribbon Task Force and
consistent with the establishment of the Public Safety Building as a Top priority for 2006 and
2007.
ENVIRONMENTAL REVIEW
Attached for Council adoption is a Resolution certifying the Final Environmental Impact Report
(FEIR) for the Palo Alto Public Safety Building project, adopting Mitigation Monitoring and
Reporting Program and Statement of Overriding Considerations.
PILE.PARED BY:
WILLIAM W. FELLMAN
Manager, Real Property
DEPARTMENT HEAD APPROVAL:
CITY MANAGER APPROVAL:
CARL YEATS f
Director, Adm£istrative Services
Director, Planning &Environment
!EMILY HARRISON
Assistant City Manager
CMR:420:07 Page 7 of 8
ATTACHMENTS
Attactnnent A:
Attactm~ent B:
Attachment C:
Attaclzment D:
Attaclm~ent E:
Attachment F:
Attachment G:
Option to Purchase Agreement
Resolution Certifying the Final Environmental Impact Report
Budget Amendment Ordinance
CIP Project PE-98020 (CIP Page)
FEIR Errata Sheet
FEIR for Public Safety Facility (to be distributed under separate cover)
November 7, 2007 PT&C Minutes
CMR:420:07 Page 8 of 8
ATTACHMENT A
OPTION AGREEMENT
This Option Agreement ("Agreement") is made as of this 20th day of November, 2007
(the "Effective Date") by and between ESSEX PARK BOULEVARD, LLC, a Delaware limited
liability company ("Optionor") and the CITY OF PALO ALTO, a chartered city and a municipal
corporation ("Optionee") for the sale of the rea! property described below.
ARTICLE 1
GRANT OF OPTION
Section 1.1 _Qption. Optionor grants to Optionee an option ("Option") to purchase a
certain unimproved parcel of rea! property commonly known as 2785 Park Boulevard, Palo Alto,
California. APN "~ ~~1 ~ ._-.~ 1-042, as more particularly described in Exhibit A attached hereto and by
reference made a part hereof (the "Property") upon all of the terms, covenants and conditions set
forth in this Agreement. (For the purposes of this Agreement, the Property may sometimes be
referred to as the "Option Property").
Section 1.2 Memorandum Of Option. Upon execution of this Agreement, the parties
shall execute and deliver to Escrow Holder for recordation in the office of the Santa Clara
County recorder, a Memorandum of Option in the form attached hereto as Exhibit B referring to
this Agreement ("Memorandum of Option").
ARTICLE 2
TERM Alx,~ PAYMENTS
Section 2.1 Term. The term of the Option ("Option Term") shall be for a period of
thirty (30) months, commencing on December 1, 2007 (the "Commencement Date") and, unless
earlier terminated pursuant to the terms and conditions set forth below, terminating at midnight,
on May 29, 2010 (the "Te~anination Date").
Section 2.2 Option Payments. As consideration for this Option, Optionee shall pay
and deliver the Option payments described below (collectively the "Option Consideration") in
cash at the times described therein. In the event Close of Escrow (as defined in Section 10.1
below) occurs, Optionee shall receive a credit against the Purchase Price (as defined in Article 3)
for the Option Property described below for the Option Consideration.
(a) First Option Payment. Before the Commencement Date, Optionee shall
deposit with North American Title Company, 4255 Hopyard Road, Suite 1, Pleasanton,
California, 94548, Escrow No. 54606-717956 (the "Escrow Holder") the amount of Four
Hundred and Thirty-Six Thousand Dollars ($436,000) in good, same day funds, the "First Option
Payment" which shall be deposited with Escrow Holder. The First Option Payment shall be
nortrefundable and except in the event of a Default (as defined in Section 13.14 below) by
Optionor or an obligation to remm the Option Consideration in accordance with Sections 6.3 and
8.2 below, belong to Optionor in all events and shall be immediately released by the Escrow
Holder to Optionor upon receipt. In no event shall Optionor be responsible for the payment of
any interest on the First Option Payment.
SF_hM.~.N_220349_l (2).DOC
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(b) Second Through Thirte enth Option Pavments. On or befo re th e date
which is the third (3rd) business day of the thirteenth (13th) calendar month of the Option Term,
and on the third (3rd) business day of each calendar month thereafter for the duration of the
Option Term, unless said Option is earlier terminated as set forth in Section 12.1 below or
Escrow closes as set forth in Article 10 below, Optionee shall deposit with the Escrow Holder
the amount of Thirty-Six Thousand Three Hundred and Thirty-Three Dollars ($36,333) each of
which Option Payments shall be nonrefundable and, except in the event of either a circumstance
where Optionee is entitled to a return of the Option Consideration previously paid (i) in
accordance with Sections 6.3 and 8.2 below, or (ii) due to a Default by Optionor as provided for
in Section 13.14 below, belong to Optionor in all events and shall be immediately released by the
Escrow Holder to Optionor upon receipt. In no event shall Optionor be responsible for the
payment of any interest on any such Option Payments.
Section 2.3 Quitclaim Deed. Upon execution of this Agreement, Optionee shall
deposit with the Escrow Holder a duly executed and notarized quitclaim deed in the form
attached hereto as Exhibit C (the ~Quitclaim Deed"). The Quitclaim Deed shall be held by the
Escrow Holder and (i) returned to Optionee upon close of escrow or (ii) delivered to the County
Recorder of Santa Clara, California for recordation upon receipt by Escrow Holder of a Notice of
Termination from Optionee in accordance with Section 12.1 or immediately upon submission of
a written declaration from Optionor or its representatives (with a copy to Optionee) that Optionee
is in Default hereunder (as defined below), that Optionor has provided Optionee with notice of
said Default and an opportunity to cure in accordance with Section 13.14 below, and that
Optionee has failed to cure said Default or has otherwise failed to properly or timely exercise the
Option herein granted, without the need for approval or authorization from any other party,
including, without limitation, Optionee. The foregoing notwithstanding, nothing in this Section
2.3 shall be deemed a waiver by Optionee of its rights to pursue the remedies afforded it under
Section 13.14 in the event of a Default by Optionor.
ARTICLE 3
PURCHASE PRICE
Section 3.1 Amount. The purchase price (the "Purchase Price") for the Option
Property shall be Ten Million, Nine Hundred Thousand Dollars ($10,900,000).
Section _~.~Payment. The Purchase Price shall be paid as follows:
(a) The total Option Consideration paid by Optionee pursuant to Section 2.2
of this Agreement shall be credited against the Purchase Price.
(b) The balance of the Purchase Price shall be paid in cash into escrow by
Optionee no later than one (1) business day before the Closing Date (as defined in Section 10.1
below).
SF_hMAN_220349_l (2).DOC
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ARTICLE 4
RIGHT OF ENTRY AND DEVELOPMENT ENTITLEMENTS
Section 4.1 Right To Enter. During the Option Term, an d prior to the Close of
Escrow, Optionee and its designated agents, employees, representatives and independent
contractors shall have the right to enter upon the Property for the purpose of conducting such sot!
tests, environmental assessments, surveys, engineering and planning studies as Optionee deems
necessary relative to .Optionee’s proposed development thereof in the event of the Property is
purchased upon exercise of the Option. Optionee shall not conduct any invasive testing at the
PropelS, without Optionor’s prior written consent, which consent shall not be unreasonably
withheld or delayed by Optionor. Optionee agrees to repair any damage or disturbance it or its
agents, employees, representatives or independent contractors shall cause to the Property and
return it to the same general condition as existed prior to any such tests, surveys, studies, or
investigations, and shall indemnify, defend, protect and hold Optionor harmless from any and all
claims, liens, costs, damages, expenses, losses, attorneys’ fees and costs and liabilities
(including, but not limited to, claims of mechanics’ liens) incurred or sustained by, or levied or
assessed against Optionor arising out of or incurred in connection with any such entry by
Optionee, or any of its agents, employees, representatives or independent contractors pursuant to
this paragraph.
Section 4.2 Compliance With Law. With respect to any entry on and inspection of the
Property pursuant to the terms and conditions of the Agreement, Optionee shall comply with all
laws, orders, ordinances, rules and regulations of federal, state, county and municipal authorities.
Section 4.3 Processing Of Entitlements. Optionee acknowledges that Optionor is
presently seeking entitlements for development of the Property. The parties hereto a~ee that
Optionor may continue the entitlement process throughout the Option Term, however no
construction or other development activities on the Property may be undertaken by or on behalf
of Owner during the Option Term. Optionee agrees to use good-faith in connection with the
processing of such entitlements.
Section 4.4 Development Application. Optionor acknowledges that Optionee intends
to submit a development application for the permitting of a public safety facility on the Property.
The parties hereto agree that Optionee may continue said development application and planning
process throughout the Option Term and Optionor shall reasonably cooperate in such efforts,
including signing certain documents as the "owner" of the Property, provided that such
cooperation shall be at no cost or additional liability to Optionor. The development process
described in this Section 4.4 shall proceed independently from the development process
described in Section 4.3 above.
ARTICLE 5
EXERCISE OF OPTION
Section 5. t Notice. Provided that Optionee is not in default under this Agreement,
this Option may be exercised by Optionee at any time during the Option Term described in
Section 2.1 above. The Option shall be exercised by written notice (the "Option Notice’) from
SF_IMAN_220349_l (2).DOC
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Optionee to Optionor unconditionally stating Optionee’s exercise of the Option, which notice
shall be given not less than thirty (30) days prior to the Closing Date which shall be set forth in
such Option Notice, which Closing Date shall be a date which is not more than thirt3,-five (35)
days from and after the delivery of the Option Notice. The Option Notice shall be delivered to
Optionor in the manner provided for in Section 13.8 below.
Section 5.2 Binding Agreement. Upon due and timely delivery of the Option Notice,
Optionee shall become obligated to buy and Optionor shall become obligated to sell, the Option
Property, upon and subject to the terms and conditions of this Agreement. If the Option is not
timely exercised as provided in Section 5.1 above, the Option shall irrevocably terminate, all
Option Consideration made or given by Optionee shall be retained by Optionor in all events, and
Optionee shall have no further right to purchase nor any interest whatsoever in the Option
Property.
ARTICLE 6
REPRESENTATIONS AND WARRANTIES
Section 6.1 Representations of Optionor. As an inducement to Optionee to enter into
this Agreement, Optionor represents, warrants and covenants as of the Effective Date and as of
the Closing Date as follows:
(a) Due Authority. Optionor is a Delaware limited liability company, duly
organized, validly existing and in good standing, under the laws of the state of Delaware; that it
has the requisite power and authority to (i) enter into this Option Agreement, and (ii) sell the
Property. The individual(s) executing this Agreement on behalf of Optionor are duly authorized
to sign on its behalf and to bind Optionor to the obligations created herein. The execution and
delivery hereof and the performance by Optionor of its obligations hereunder will not violate or
constitute an event of default under the terms and provisions of any agreement, document, trust,
indenture, bond, note, or other evidence of indebtedness, or any mortgage, deed of trust, loan,
partnership, or lease agreement or license, or instrument affecting the Property or to which
Optionor is a part?, or by which Optionor is bound;
(b) Binding Obligation. This Agreement is a valid and binding obligation of
Optionor, subject only to applicable bankruptcy insolvency, reorganization or other similar laws
affecting the rights of creditors generally and general principles of equity.
(c) No Leases. To the actual ~knowledge of Optionor, there are no leases,
subleases, licenses, tenancy, occupancy agreements or other rights of possession, whether v~a’itten
or unwTitten, covering or affecting the Property which would be binding on Optionee after the
Close of Escrow other than the matters show-n on the Preliminary Title Report and approved
herein or othel~-ise approved in v~Mting by Optionee.
(d) Compliance With Law. Except for those matters that have been cured,
Optionor has no actual knowledge of and has received no written notice from any governmental
authority that existing uses of the Property are not in full compliance with all applicable zoning
laws (and applicable variances) and, except for any matters related to hazardous materials (which
are covered in Section 6.1(h) below-), any oth er local, municipal, re gional, state or fed eral
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SF_IMAN_220349_l (2).DOC
requirements. Such ~itten notices, if any, from the City of Palo Alto, California shall be
excluded for the purposes of this Section 6. ! (d).
(e) No Other Conveyance. Optionor has not granted any options or any other
rights to acquire fee title or other interests in the Property, other than as set forth in this Option
Agreement.
(f) No Litigation. Optionor has no actual "knowledge of any pending,
threatened or contemplated actions, suits, arbitrations, claims or proceedings at law or in equity
(each, an :~Action") affecting the Property or in which Optionor is a party by reason of
Optionor’s ownership o fthe Propert y, and whi ch Action would materi ally adversely affect
Optionee or the Property after the Close of Escrow, or result in Optionee being made a party to
said Action.
(g) Foreign Persons. Optionor is not a foreign person within the meaning of
Section 1445 of the Internal Revenue Code of 1986, as amended. At the Closing, Optionor shall
deliver an executed certificate in the applicable form set forth in Treasury Regulation Section
1.1445-2(b)(2).
(h) Disclosure of Documents. Except as referred to in (i) that certain Report
of Phase II Environmental Assessment, prepared by the Versar, Inc. dated April 12, 2005, (ii)
that certain Report of Phase I Environmental Site Assessment, prepared by Versar, Inc. dated
March 10, 2005, (iii) that certain Environmental Site Assessment and Soil Quality Evaluation,
Park Boulevard Property, Palo Alto, California, prepared by Lowney Associates dated February
24, 1993, and (iv) any and all environmental reports or materials obtained by Optionee from
whatever source, Optionor has no actual "knowledge of the existence of any hazardous materials
(other than de minimus amounts customarily used in connection with the maintenance of any
property) on the Property in violation of applicable law and which by law are required to be
remediated or removed. Optionee hereby acknowledges that, as referred to in the reports
referred to above, certain hazardous materials currently exist at the Property and that same are
not in compliance with law.
Section 6.2 Representations Of Optionee. As an inducement to Optionor to enter into
this Agreement, Optionee represents, warrants and covenants as of the Effective Date and as of
the Closing Date as follows:
(a) Due Authority. Optionee has obtained approval of the City Council of the
City of Palo Alto authorizing the City Manager to execute this Option Agreement on its behalf,
and approve the recordation of the Memorandum of Option and the Certificate of Acceptance,
thereof.
Optionee.
(b)Binding Obligation. This Agreement is a valid and binding obligation of
SF_IMAN__220349_I (2).DOC
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Section 6.3 Survival: Etc. If a Knowledgeable Employee (as defined below) of
Optionor receives any notice or knowledge of an?thing materially affecting Optionor’s
representations or warranties after the date of this Agreement, then Optionor shall promptly
notify Optionee in v,~’iting of such fact or circumstance. In such notice Optionor shall also state
whether or not it agrees to cure such matter to Optionee’s reasonable satisfaction prior to the
Closing Date. If Optionor agrees to so cure same, Optionor shall also have the right to extend
the time to close escrow for a reasonable time if it cannot so cure same on or prior to the then
scheduled Closing Date. If Optionee receives any such written notice from Optionor pursuant to
this Section 6.3 and Optionor in such notice does not agree to cure same at or prior to the Close
of Escrow to Optionee’s reasonable satisfaction, then Optionee may elect either to: (a) proceed
to close Escrow with knowledge of the facts or information, in which event Optionor shall have
no liability to Optionee with respect to such changes; or (b) terminate this Agreement and the
Escrow by giving ~itten notice thereof to Optionor and Escrow Holder, whereupon the Option
Consideration previously paid by Optionee shall be returned to Optionee, and neither party shall
have any further rights or obligations to the other party with respect to the Property or this
Agreement, except neither party shall be relieved of any obligations provided for in this
Agreement which expressly survives its termination.
The representations and warranties set forth in this Article 6 shall sur~,ive the Close of
Escrow for a period of time equal to six (6) months from and after the Closing Date but shall not
survive the termination of this Agreement; provided, however, Optionor’s representations and
wa~Tanties provided for in Sections 6. l(a) and (b) and Optionee’s representations and warranties
set forth in Section 6.2 shall survive the Close of Escrow or the termination of this Agreement
indefinitely (the "Survival Period"). Terms such as "to Optionor’s actual knowledge", or like
phrases mean the actual present and conscious awareness or knowledge of Jordan E. Ritter and
Bruce Knoblock (the "Knowledgeable Employees"), without any duty of inquiry or
investigation; provided that so qualifying Optionor’s knowledge and/or receipt of w-ritten notice
shall in no event give rise to any personal liability on the part of any Knowledgeable Employee
or any officer or emp!oyee of Optionor on account of any breach of any representation or
warranty, made by Optionor herein. Optionor warrants that the foregoing individuals are the
persons employed by Optionor who are most knowledgeable about the Property. Said terms do
not include constructive knowledge, imputed knowledge, or knowledge Optionor or such persons
do not have but could have obtained through further investigation or inquiry.
Optionee shall have the right to bring an action against Optionor on the breach of a
representation or warranty under this Article 6, but only on the following conditions: (i)
Optionee first learns of the breach on or after the Closing Date and files such action within the
Survival Period; and (ii) Optionee shall not have the right to bring a cause of action for a breach
of any such representation or warranty unless the damage to Optionee on account of such breach
(individually or when combined with damages from other breaches) equals or exceeds
$50,000.00, and (iii) in no event shall Optionor’s damages on account of such breach exceed the
amount of One Million Dollars ($1,000,000) in the aggregate. Optionor shall not have any
liability after the Close of Escrow for the breach of any representation or warranty under Section
6.1 of which the Optionee had knowledge as of the Closing Date. Except to the extent expressly
limited in this para~aph (ex: the ~Surviva! Period"), the provisions of this Section 6.3 shal!
survive the Close of Escrow. Any breach of a representation or warranty that occurs prior to
Closing shall be governed by Section 13.14 below.
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SF_IMAN_220349_l (2).DOC
ARTICLE 7
CONDITION OF OPTION PROPERTY AND RISK OF LOSS
Section 7.1 Risk Of Loss. Optionor shall bear the risk of any loss or damage to the
Property due to casualty until the Close of Escrow, except for any loss or damage caused,
occasioned by, or arising out of Optionor’s, or any of its agents’, representatives’, employees’,
contractors’, subcontractors’ or any other party under its direction or controls’ negligence or
willful misconduct. Upon the occurrence of any casualty causing damage to or destruction of the
Property, Optionor shall within thirty (30) days after the occurrence of such damage or
destruction give written notice to Optionee (the "Damage Notice") specifying the estimated cost
to repair or restore the Property, as reasonably determined by Optionor. The Close of Escrow
shall be appropriately delayed to provide adequate time for Optionor to give the Damage Notice
and make its election provided for below. If prior to the Close of Escrow there is damage to or
destruction of the Property that will cost less than One Hundred Thousand Dollars ($100,000) to
repair or restore, Optionee shall be required to close upon the Property without any reduction in
the Purchase Price and, in such event, Optionor shall repair or restore the Property and the Close
of Escrow shall be appropriately extended so that Optionor may accomplish same. If prior to the
Close of Escrow there is damage to or destruction of the Property which has a total cost of One
Hundred Thousand Dollars ($100,000) or more to repair or restore, Optionor shall have the right
by wa’itten notice given to Optionee within five (5) business days of Optionee receiving the
Damage Notice to elect to either: (i) close Escrow, in which event the Purchase Price shall not
be reduced but Optionor shall be obligated to repair or restore the Property, and the Close of
escrow shall be appropriately extended so that Optionor may accomplish same; or (ii) terminate
this Agreement, in which event all Option Consideration previously paid shall be returned to
Optionee, and neither party shall have any further rights or obligations to the other party, except
neither party shall be relieved of any obligations provided for in this Agreement which expressly
survives its termination. Optionor’s failure to provide the notice referred to in this Section 7.1
within .such five (5) business day period shall be deemed to mean that Optionor has elected the
option set forth in subparagraph (i) of the immediately preceding sentence.
Section 7.2 As Is. Where Is Sate. Optionee acknowledges and agrees that except for
the representations and warranties of Optionor expressly set forth in this Agreement, that
Optionee is purchasing the Property in its existing "As Is .... Where Is" condition and "With All
Faults", and that (i) Optionor makes no representations or warranties concerning the Property,
and (ii) Optionor has no liability with respect to (x) the value of the Property or its financial
condition, (y) projections or estimates regarding size, income or expenses of the Property as
provided by Optionor, or (z) the completeness or accuracy of any third party documents,
information, market or other data or reports it has provided or shall provide to Optionee.
Optionee acknowledges and represents to Optionor that Optionee has had ample opportunity to
inspect and evaluate the Property; that Optionee is experienced in the ownership of real estate;
and to the extent that Optionee’s own expertise with respect to any matter is insufficient to
enable Optionee to reach an informed conclusion, Optionee has engaged the services of persons
qualified to advise Optionee with respect to such matters. Therefore, it is understood and agreed
that, with respect to the physical and environmental condition of the Property and its suitability
for Optionee’s proposed use or development, the Property is being sold and conveyed and
Optionee agrees to accept the Property "As Is", "Where Is" and "With All Faults" and subject to
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SF_IMAN_220349_I (2).DOC
any physical or environmental condition which may exist, without any representation or
warranty by 0ptionor except as expressly set forth in this Agreement. 0ptionee hereby
expressly acknowledges and agrees that (i) 0ptionee shall be solely responsible for determining
the physical condition of the Property, the legal restrictions applicable to the development and
use of the Property, and the suitability of the Property for 0ptionee’s proposed use, and 0ptionee
has thoroughly inspected and examined the Property to the extent deemed necessary by 0ptionee
in order to enable 0ptionee to evaluate the purchase of the Property, and (ii) 0ptionee is relying
solely upon such inspections, exan~ination and evaluation of the Property by 0ptionee in
purchasing the Property on an "As-Is", %Vhere-Is" and ~With All Faults" basis. Except for a
breach by 0ptionor of a warranty or representation of 0ptionor expressly set forth in this
Agreement, in the event that closing occurs hereunder, 0ptionee hereby assumes the risk that
physical and environmental conditions may exist on the Property. To the extent that the
foregoing imposes any risk to 0ptionee, the same is reflected in the purchase price. 0ptionee, on
behalf of itself and its successors and/or assigns, or anyone claiming by, through or under
0ptionee, hereby fully releases 0ptionor and its subsidiaries, affiliates, members and constituent
entities, and each of their respective employees, shareholders, officers, directors, partners,
representatives, contractors, subcontractors, and agents from any and all claims that it may have
now or in the future against 0ptionor and/or any of its subsidiaries, affiliates, members and/or
constituent entities, and/or any of their respective employees, shareholders, officers, directors,
partners, representatives, contractors, subcontractors, or agents for any cost, loss, liability,
damage, expense (including, without limitation, attorneys’ fees and costs and court costs),
demand, action or cause of action arising from or related to any adverse physical or other
condition affecting the Property (including, without limitation, soils and groundwater
conditions). As a material covenant and condition of this Agreement, 0ptionee agrees that in the
event of any adverse physical or other condition (including, without limitation, regarding any
adverse conditions as to environmental matters, including, without limitation, soils and
groundwater conditions) affecting the Property, 0ptionor shall not be responsible therefore, and
no cause of action shall lie, nor shall any judgment, however obtained, be executed against
0ptionor and/or any of its subsidiaries, affiliates, members and/or constituent entities, and/or any
of their respective employees, shareholders, of~cers, directors, partners, representatives,
contractors, subcontractors or agents on account thereof.
With respect to the claims released in this Section 7.2, Optionee expressly waives any
rights or benefits available to it under the provisions of Section 1542 of the California Civil
Code, which provides as follows:
~A general release does not extend to claims which the creditor does not
know or suspect to exist in his or her favor at the time of executing the
release, which if ~known by him or her must have materially affected his or
her settlement with the debtor."
Optionee acknowledges that its attorney at law has explained to it the meaning and effect
of this statute. Optionee understands fully the statutory language of Civil Code Section 1542,
and, with this understanding, Optionee nevertheless elects to, and does, assume all risk for claims
released under this Agreement whether arising before or after this Agreement and whether now
known or unknown, and Optionee specifically waives any rights it may have under California
Civil Code Section 1542. Optionee fully understands that if the facts with respect to which this
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SF_IMAN_220349_l (2).DOC
Agreement is executed are later found to be other than or different from the facts now believed
by it to be true, it expressly accepts and assumes the risk of that possible difference in facts and
agrees that this Agreement shall be and remain effective notwithstanding that difference in facts.
The provisions of this Section 7.2 shall survive the termination of tt~is Agreement and/or
the Close of Escrow.
ARTICLE 8
TITLE
Optionee’s Initials
Section 8.1 Conditions Of Title. Upon and subject to Close of Escrow, Optionor shall
convey fee title to the Property to Optionee by grant deed subject only to a lien for real estate
taxes and assessments not delinquent, and such other encumbrances, easements, restrictions,
rights and conditions of record approved by Optionee as provided in Section 8.2 (the "Permitted
Exceptions").
Section 8.2 Preliminary Title Report. Optionee has obtained from North American
Title Company (the "Title Company"), a preliminary title report dated October 5, 2007 (the
"Preliminary Title Report") covering the Property, a copy of which is attached hereto as Exhibit
D. Exceptions Nos. !, 2 (subject to proration in accordance with Section 10.4), 4 and 5 are
deemed to be "Permitted Exceptions." At any time after the date of this Agreement and prior to
Close of Escrow, but within ten (10) business days of learning of the existence of any of same,
otherwise any such objections shall be deemed waived, Optionee may give written objections to
matters of title first appearing in any updated title commitment issued after the Preliminary Title
Report (and which would not have appeared in accurate examinations of the title conducted on
the effected date of the Preliminary Title Report.) In the event Optionee shall advise Optionor in
writing of any disapproved exception (a "Disapproved Exception"), Optionor shall have twenty
(20) days (the "Cure Period") from receipt of such notice in which to correct, cure or eliminate
such Disapproved Exception or agree in writing to have any monetary or other exception that is
customarily cleared at Close of Escrow to be corrected, cured or eliminated at Close of Escrow.
If said Disapproved Exception cannot reasonably be corrected, cured or eliminated, including,
without limitation, by having the title company insure over same, within said time period,
Optionor may extend the Cure Period for an additional thirty (30) days by giving written notice
of the same to Optionee before the expiration of the original cure period. If Optionor advises
Optionee that is unwilling to remove or cure any such Disapproved Exception to Optionee’s
reasonable satisfaction, or by the end of such Cure Period, Optionor advises Optionee it is unable
to so correct, remove or cure each such Disapproved Exception to Optionee’s reasonable
satisfaction, or otherwise fails to remove or cure the same, then Optionee shall, within ten (10)
days after the end of such Cure Period, notify Optionor in writing that either (i) Optionee agrees
to waive such Disapproved Exception(s), at which point such exception(s) shall be deemed a
Permitted Exception, or (ii) terminate this Agreement, and the Escrow by giving written notice
thereof to Optionor and Escrow holder whereupon the Option Consideration previously paid by
Optionee shall be returned to Optionee and Optionor, and neither party shall have any further
obligation or liability to the other party except for those matters which expressly survive the
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SF_IMAN_220349_l (2)DOC
termination of this Agreement. Notwithstanding anything to the contrary contained elsewhere in
this Agreement, Optionor shall be obligated to cure or satisfy all deeds of trust, judgment liens,
mechanics’ liens and any other monetary encumbrances created by or consented to by Optionor
at or prior to Close of Escrow, and if not otherwise not cured or satisfied, the proceeds of the
Purchase Price shall be used at Close of Escrow for such purpose.
Section 8.3 Title Insurance. Optionee’s obligations to close escrow shall be subject to
the Title Company issuing, upon payment by Optionee of its regularly scheduled premium at the
close of escrow, an ALTA Owner’s Policy of title insurance (the "Title Policy") in the amount of
the Purchase Price showing title to the Property vested in Optionee subject only to the Permitted
Exceptions. Optionee agrees that Optionee shall be responsible to provide an ALTA survey, at
Optionee’s sole cost, so that the Title Company may issue the Title Policy. If the Title Company
will not issue said policy, then Optionee shall give Optionor written notice of the same. Within
five (5) business days after receipt of such notice, Optionor may provide Optionee with written
notice of its intent to transfer the Escrow to First American Title Insurance Company, 1737
North First Street, San Jose, California (the "Replacement Title Company and Replacement
Escrow Holder"). Optionor shall pay any reasonable Escrow cancellation or similar fees
assessed by North American Title Company and Optionee shall pay all reasonable Escrow fees
charged by the Replacement Title Company/Replacement Escrow Holder, and Optionee shall be
solely obligated to pay the Replacement Title Company’s regularly scheduled premium for the
Title Policy. If Optionor gives Optionee said written notice within such five (5) business day
period, then the Closing Date shall be extended by an additiona! thirty (30) days to allow for the
Closing to occur tl~’ough the Replacement Escrow Holder.
ARTICLE 9
CONDITIONS
Section 9.1 Optionee’s Conditions. After Optionee’s due and timely exercise of the
Option, Optionee’s obligation to purchase the Property is expressly subject to fulfillment of each
of the following conditions precedent at the Close of Escrow or at such other time set forth
herein:
(a) Title. As of the Close of Escrow, the Title Company shall have committed
to issue the Title Policy to Optionee subject only to the Permitted Exceptions.
(b) Optionor’s Representations. All of Optionor’s representations and
warranties contained herein shall be true and correct in all material respects as of the date when
made and as of the Close of Escrow.
(c) Optionor’s Covenants. Optionor’s timely performance of all of its
covenants and obligations contained in this Agreement.
¯ Section 9.2 Optionor’s Conditions. After Optionee’s due and timely exercise of the
Option, Optionor’s obligation to sell the Property to Optionee is expressly subject to fulfillment
of each of the following conditions precedent at the Close of Escrow or at such other time set
forth herein:
SF_IMAN_220349_I (2).DOC
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(a) Certificate of Acceptance. Optionee has obtained authorization of the City
Council for the recordation of the Grant Deed and has deposited a properly executed Certificate
of Acceptance into Escrow.
(b) Optionee’s Representations. All of Optionee’s representations and
warranties contained herein shall be true and correct in all material respects as of the date when
made and as of the Close of Escrow.
(c) Optionee’s Covenants. Optionee’s timely performance of all
covenants and obligations contained in this Agreement.
ARTICLE 10
CLOSING
of its
Section 10.! Time. The "Closing Date" or "Close of Escrow" shall mean and refer to
the date of the close of escrow, which shall occur through the Escrow Holder on or before the
date set in Section 5.1 for delivery of the payment required from Optionee to close the escrow.
Section 10.2
(a)
deposit into escrow:
Property to Optionee;
Deposit Of Documents And Money.
At least one (1) business day before the Closing Date, Optionor shall
(i) A duly executed and acknowledged grant deed conveying the
(b)
deposit into escrow:
(ii) Written instructions to the Escrow Holder instructing the Escrow
Holder to close the escrow in accordance with the terms of this Agreement; and
(iii) Any other documents required from Optionor or reasonably
requested by Optionee or the Escrow Holder as necessary to consummate the transaction.
At least one (1) business day before the Closing Date, Optionee shall
(i) The cash balance of the Purchase Price increased or reduced, as the
case may be, by Optionee’s share of the closing costs and other prorations;
(ii) A Certificate of Acceptance;
(iii) Written instructions to the Escrow Holder instructing the Escrow
Holder to close the escrow in accordance with the terms of this Agreement; and
(iv) Any other documents or money required from Optionee or
reasonably requested by Optionor or the Escrow Holder as necessary to consummate the
transaction.
SF_IMAN_220349_l (2).DOC
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Section 10.3
(a)
(b)
Closing. Escrow shall be closed by:
Recording the grant deed conveying the Property to Optionee;
Paying the balance of the Purchase Price to Optionor, less Optionor’s
share of closing costs and prorations as required by this Agreement; and
(c) Obtaining from the Title Company for Optionee an ALTA Owner’s Policy
of title insurance in the amount of the Purchase Price showing title to the property vested of
record in Optionee, subject only to the Permitted Exceptions.
Section 10.4 Prorations And Charges. With respect to the Property:
(a) Rents, if any, and current taxes and assessments shall be prorated as of
Close of Escrow, and Optionee shall obtain its own insurance, therefore insurance premiums will
not be prorated;
(b) Interest on and any assessment bonds encumbering the Property shall be
prorated as of the Close of Escrow;
(c)Optionee shall pay the premium on any title insurance policies;
(d)Optionee shall pay all transfer taxes, if any;
(e)Optionee shall each pay all escrow fees; and
(f) Each party shal! be responsible for its own legal fees but all other costs
and charges, if any, shall be paid by Optionee.
Optionor shall deliver possession of the Property to OptioneeSection 10.5 Possession.
at the Close of Escrow.
ARTICLE 11
REAL ESTATE BROKERS
Section 11.1 No Brokers Or Finders Fees. The parties represent and warrant to each
other that no broker, finder or other intermediary has in any way participated in any negotiation
of the terms mad conditions of the transaction contemplated herein or is entitled to any
commission or fee in connection therewith. If any claim is made for a commission or finder’s
fee or similar fee or cost in connection with the transactions contemplated by this Agreement,
then the party whose alleged statement, representation or agreement that gives rise to any such
claim shall indemnify, defend, protect and hold harmless the other party from and against any
and all liability, damage, claim and/or cost (including, without limitation, attorneys’ fees and
costs and court costs) the other party incurs as a result thereof. The provisions of this Article 11
shall survive the Close of Escrow or the termination of this Agreement.
SF_IMAN_220349_l (2).DOC
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ARTICLE 12
TERMINATION
Section t2.1 Notice. Optionee may terminate this Option without cause or other reason
upon not less than thirty (30) days written notice of termination delivered to Optionor in
accordance with Section 13.8 below (the "Notice of Termination"). Optionee shall
simultaneously serve a copy of said Notice of Termination upon Escrow Holder who
immediately upon receipt thereof shall release to Optionor any Option Consideration then held
by Escrow Holder and record the Quitclaim Deed in accordance with Section 2.3 above.
Section 12.2 No Further Obligations. If Optionee elects to terminate this Agreement
pursuant to Section 12.1, or if Optionee fails to timely exercise this Option in accordance with
Section 5.1, except for those provisions of this Agreement which by their expressed terms
survive the termination of this Agreement, no party hereto shal! have any other or further rights
or obligations under this Agreement.
ARTICLE 13
MISCELLANEOUS
Section 13.1 Headings. The titles and headings of the various sections of this
Agreement are intended solely for convenience of reference and are not intended to explain,
modif3, or place any c~)nstruction on any of the provisions of this Agreement.
Section 13.2 Time Of Essence.
essence.
All times and dates in this A~ cement a re of the
Section 13.3 Entire A~reement/Amendments. This Agreement, which includes the
Exhibits, contains all representations and the entire understanding and agreement between the
parties with respect to the Property and the Option herein granted. Correspondence, memoranda
or agreements, whether written or oral, originating before the date of this Agreement, with
respect to the Property and/or the Option, are expressly replaced by this Agreement, which may
not be altered or modified except by a writing signed by Optionee and Optionor.
Section 13.4 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without regard to any choice of law
principles.
Section 13.5 Survival. The provisions of Sections 13.1 - 13.12, inclusive, 13.14 and
13.15 shall survive the Close of Escrow or the termination of this Agreement.
Section 13.6 Attorneys’ Fees. In any dispute between the parties, whether or not
resulting in litigation, the prevailing party shall be entitled to recover from the other party all
reasonable costs, attorney’s fees, and out-of-pocket disbursements and expenses incurred in
connection therewith.
SF_IMAN_220349_l (2).DOC
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Section 13.7 Assignment. This Agreement may not be assigned by Optionee without
the prior v~’itten consent of Optionor, which consent may be withheld, or granted on conditions,
in Optionor’s sole and absolute discretion. This Agreement shall inure to the benefit of and be
binding on the parties and their respective heirs, successors and permitted assigns.
Section 13.8 Notices. Any notice given under this Agreement shall be in writing and
shall be delivered either personally (including by means of professional messenger service) or by
registered or certified U.S. mail, postage prepaid, return receipt requested. Notices may also be
delivered by facsimile transmission, if the party to whom the notice is being sent has such a
device in its office, provided a complete copy of any notice so transmitted shall also be mailed
by regular United States mail. Notices shall be deemed received upon the earlier of actual
receipt or three (3) calendar days following deposit in U.S. mail, postage prepaid. Notices shall
be directed to the following addresses:
To Optionor:
Essex Park Boulevard, LLC
c/o Essex Property Trust, Inc.
925 East Meadow Drive
Palo Alto, CA 94303
Attn: Bruce Knoblock and Jordan E. Ritter
Fax No.: (650) 858-0139 (Knoblock)
Fax No.: (650) 858-1372 (Ritter)
To Optionee:
City of Palo Alto
Office of the City Manager
250 Hamilton Avenue, 7th Floor
Palo Alto, CA 94301
Attn: City Manager
Fax No.: (650) 325-5029
with a copy to:
Palo Alto City Attorney
250 Hamilton Avenue, 8th Floor
Palo Alto, CA 94301
Either party may change its address for notice purposes by giving notice to the other and to the
Escrow Holder in accordance with this Section 13.8, provided that the address change will not be
effective until ten (10) calendar days after notice of the change.
Section 13.9 Gender And Number. As used in this Agreement, the masculine,
feminine, or neuter gender, and the singular or plural number, shall include the others whenever
the context so indicates.
SF_IMAN_220349_l (2).DOC
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Section 13.10 Counterparts : Facsimile or E-mail Signatures. This Agreement may be
signed in counterpart or duplicate copies, and any signed counterparty or duplicate copy shall be
equivalent to a signed original for all purposes. Signatures delivered by facsimile transmission
or e-mai! shall be binding upon the party so signing and delivering same.
Section 13.11 Intentionallv Omitted.
Section 13.12 Authority. The individuals executing this Agreement represent and
warrant that they are fully authorized to execute this Agreement on behalf of their respective
entities.
Section 13.13 1031 Exchange. Optionee agrees to cooperate should Optionor elect to
sell the Option Property as pat of a like-kind exchange under IRC section 1031 (including a so-
called "reverse exchange"). Such cooperation may include the assignment of all or a portion of
this Agreement to a third party, the substitution of such third party as the Optionor and the
execution of any documents reasonably necessary to complete the exchange in accordance with
applicable laws and regulations. Optionor agrees that the consummation of this Agreement is
not predicated or conditioned upon the qompletion of any such exchange. Optionee shall not
incur any additional liability or financial obligation as a consequence of the Optionor’s
contemplated exchange, nor shall Optionee be obligated to take title to any property other than
the Option Property.
Section 13.14 Default. In the event that either party fails to perform in a timely manner
any material obligation under this Agreement, the other party shall give written notice thereof
stating with specificity the nature of the default. If the allegedly defaulting party fails to cure
such default within five (5) business days after receipt of such notice, or in the event of a default
that is not capable of cure within such five (5) business day period, commences cure within said
five (5) business day period and completes the same within thirty (30) days thereafter, the
non-breaching party may declare the other to be in default under this Agreement (a "Default").
In the event of a Default by Optionor prior to Close of Escrow, Optionee’s sole and exclusive
remedy shall be: (a) to elect or terrninate this Agreement in which event Optionee shall be
entitled to recover all Option Consideration paid by Optionee, or (b) to obtain specific
performance of Optionor’s obligations pursuant to this Agreement. Notwithstanding anything
herein to the contrary, Optionee shal! be deemed to have elected to terminate this Agreement if
Optionee fails to either waive such failure and/or breach and proceed to the Close of Escrow or
deliver to Optionor written notice of its intent to file a claim or assert a cause of action for
specific performance against Optionor on or before twenty (20) business days following the
scheduled Closing Date as the same may be extended pursuant to the express terms of this
Agreement or as otherwise may be agreed upon in writing by Optionor and Optionee or, having
given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in
which the Property is located within two (2) months following the scheduled Closing Date as the
same may be extended pursuant to the exPress terms of this Agreement or as otherwise may be
agreed upon in writing by Optionor and Optionee. In the event of a breach by Optionee of this
Agreement prior to the Close of Escrow, Optionor’s sole and exclusive remedy shall be to elect
in writing to terminate this Agreement on or before the Close of Escrow and retain the Option
Consideration paid to such date. in no event shall Optionor or Optionee be liable to the other for
direct, indirect or consequential damages on account of any Default under this Agreement. IN
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SF_IMAN_220349_l (2),DOC
NO EVENT SHALL OPTIONOR’S OR OPTIONEE’S DIRECT OR rNDIRECT PARTNERS,
EMPLOYEES, COUNTCIL MEMBERS, MEMBERS, SHAREHOLDERS, OWNERS OR
AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES
OR AGENTS HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER
LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY
OR OTHERWISE.
Section 13.15 Natm’al Hazards. Optionor and Optionee ac ~knowledge that Optionor may
be required to disclose if the Property lies within the following natural hazard areas or zones: (i)
a special flood hazard area designated by the Federal Emergency Management Agency; (ii) an
area of potential flooding; (iii) a very high fire hazard severity zone; (iv) a wild land area that
may contain substantial forest fire risks and hazards; (v) earthquake fault zone; or (vi) a seismic
hazard zone (sometimes all of the preceding are herein collectively called the "Natural Hazard
Matters"). Optionor has engaged the services of Disclosure Source or another similar type
company selected by Optionor (who, in such capacity, is herein called the "Natural Hazard
Expert") to exan~ine maps and other information specifically made available to the public by
governmem agencies for the purposes of enabling Optionor to fulfill its disclosure obligations, if’
and to the extent such obligations exist, with respect to the natur al ha zards referred to in
California Civil Code Section 1103 et seq. and to report the result of its examination to Optionor
and Optionee in w-riting, which report shall be delivered to Optionee. The wTitten report
prepared by the Natural Hazard Expert regarding the results of its full examination will fully and
completely discharge Optionor from its disclosure obligations referred to herein, if and to the
extent any such obligations exist, and, for the purpose of this Agreement, the provisions of Civi!
Code Section 1103 et seq. regarding non-liability of Optionor for errors or omissions not within
its personal knowledge shall be deemed to apply and the Natural Hazard Expert shall be deemed
to be an expert, dealing with matters within the scope of its expertise with respect to the
examination and written report regarding the natural hazards referred to above. Optionee
ackmowledges that the Property may be within a special study zone as designated under the
Alquist-Priolo-Geologic Hazard Act (Section 2621 et seq. of California Public Resources Code);
if the real property is so located, construction or development on the real property of any
structures intended for human occupancy may be subject to the findings of a geological report
prepared by a geologist registered in the State of California. Optionee hereby expressly assumes
such risk and hereby releases Optionor and its subsidiaries, affiliates, members and/or constituent
entities, and each of their respective employees, shareholders, officers, directors, partners,
representatives, contractors, subcontractors, or agents from any and all loss, injury or damage
which will or may be sustained by Optionee as a consequence of the Property being within any
such special study zone.
SF_IMAN_220349_l (2).DOC
-16-
IN WITNESS WHEREOF, the parties have executed and delivered to each other copies
of this Agreement effective as of the date first set forth.
OPTIONOR:
ESSEX PARK BOULEVARD, LLC,
a Delaware limited liability company
By ESSEX PORTFOLIO, L.P.,
a California limited partnership,
its Sole Member
By ESSEX PROPERTY TRUST, INC.,
a Maryland corporation,
its General Partner
By:
Name:
Title:
Date:
K:L2261 !\00002\FGC\FGC A214W
OPTIONEE:
CITY OF PALO ALTO,
A chartered city and municipal corporation
By:
Frank Benest
City Manager
Date:
APPROVED AS TO FORM:
By:
Date:
Gary M. Baum
City Attorney
SF_IMAN_220349_l (2),DOC
-17-
EXHIBIT A
Real property in the City of Palo Alto, County of Santa Clara, State of California, described as
follows:
ALL OF LOTS 5, 6 AND PORTIONS OF LOTS 3 AND 4, IN BLOCK 8, AS SHOWN UPON THAT
CERTAIN MAP ENITFLED, "NAP OF ADDITION TO THE TOWN OF MAY FIELD BY W.
HAWXHURST ESQRE.," WHICH MAP WAS FILED FOR RECORD IN THE OFFICE OF THE
RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA, ON 3UNE 6, 1868 IN
BOOK B OF MISCELLANEOUS RECORDS, PAGE 642, AND MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
BEGINNING AT THE POINT OF INTERSECTION OF THE NORTHEASTERLY LINE OF THIRD
STREET WITH THE NORTHWESTERLY LINE OF PAGE MILL ROAD, FORMERLY WASHINGTON
STREET, AS SHOWN UPON THE MAP HEREINABOVE REFERRED TO; AND RUNNING THENCE
NORTHEASTERLY AND ALONG THE NORTHWESTERLY LINE OF PAGE MILL ROAD FORMERLY
WASHINGTON STREET, 281.90 FEET TO THE SOUTHWESTERLY LINE OF LAND OF SAID
SOUTHERN PACIFIC RAILWAY COMPANY; THENCE NORTHWESTERLY AND ALONG THE
SOUTHWESTERLY LINE OF LAND OF SAID RAILROAD COMPANY 289 FEET MORE OR LESS TO
THE SOUTHEASTERLY LINE OF SHERIDAN STREET, AS SHOWN UPON THE MAP HEREINABOVE
REFERRED TO; THENCE SOUTHWESTERLY AND ALONG THE SOUTHEASTERLY LINE OF
SHERIDAN STREET 106.44 FEET TO THE POINT OF INTERSECTION OF THE LINE DIVIDING
LOTS 2 AND 3 IN BLOCK 8, AS SHOWN ON SAID MAP; THENCE SOUTHEASTERLY AND ALONG
SAID LINE DIVIDING LOTS 2 AND 3 IN BLOCK 8, 142.50 FEET TO THE CORNER OF LOTS 2, 3, 4
AND 5 OF BLOCK 8, AS SHOWN ON SAID MAP; THENCE SOUTHWESTERLY AND ALONG SAID
LINE DIVIDING LOTS 1, 2, 5 AND 6 OF BLOCK 8, 200 FEET TO THE NORTHEASTERLY LINE OF
SAID THIRD STREET; THENCE SOUTHEASTERLY AND ALONG THE NORTHEASTERLY LINE OF
SAID THIRD STREET 142.50 FEET TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM SO MUCH THEREOF AS CONTAINED IN THE DEEDTO THE CITY OF
PALO ALTO, RECORDED SEPTEMBER 4, 1958 IN BOOK 4166, PAGE 142 AND MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE SOUTHEASTERLY LINE OF SHERIDAN AVENUE, 60 FEET WIDE,
AT THE MOST WESTERLY CORNER OF LOT 3 IN BLOCK 8 OF HAWXHURST SUBDIVISION, A MAP
OF WHICH WAS RECORDED JUNE 6, 1868 IN BOOK "B" OF MISCELLANEOUS RECORDS, AT
PAGE 642, RECORDS OF SANTA CLARA COUNTY, CALIFORNIA; THENCE SOUTHEASTERLY AND
ALONG THE SOUTHWESTERLY LINE OF SAID LOT 3, 15.18 FEET; THENCE NORTH 2° 22’ ~~"
EAST 29.38 FEET TO THE SOUTHEASTERLY LINE OF SHERIDAN AVENUE; THENCE
SOUTHWESTERLY AND ALONG THE SOUTHEASTERLY LINE OF SHERIDAN AVENUE, 25.15 FEET
TO THE POINT OF BEGINNING, AND BEING A PORTION OF LOT 3 IN BLOCK 8 OF
HAWXHURST~S ADDITION, AS SHOWN UPON THE MAP HEREINABOVE REFERRED TO.
APN: 132-31-042
RECORDING REQUESTED B Y:
AND WHEN RECORDED MAIL TO.
SPACE ABOVE THIS LINE FOR RECORDER ’S USE
MEMORANDUM OF OPTION
APN 132-31-042
This Memorandum of Option is effective upon recordation and is entered into by and
between Essex Park Boulevard, LLC, a Delaware limited liability company ("Optionor") and the
City of Palo Alto, a chartered city and municipal corporation ("Optionee"), who agree as
follows:
1.By a written Option Agreement (the "Option Agreement") entered into effective
as of November 20, 2007, Optionor granted to Optionee an option to purchase that certain parcel
of real property commonly known as 2785 Park Boulevard, Palo Alto, California, as more
pa~icularly described in Exhibit A attached hereto.
2.Unless earlier terminated or extended in accordance with the terms of the Option
Agreement, if not properly exercised by Optionee, said option to purchase terminates at
Midnight, on May 29, 2010.
SF_IMAN_220090
C:~Docurnents and Settings\drernley\Local Settings\Temporary Internet FflesXOLKSkSF_IMAN_220349_l (2).DOC
3.This Memoranduln of Option is prepared for the purpose of constructive notice
and in no way modifies the provisions of the Option Agreement.
IN WITNESS \VHEREOF, Optionor and Optionee have duly executed this
Memorandum of Option on this __ day of ,2007.
OPTIONOR:
ESSEX PARK BOULEVARD, LLC,
a Delaware limited liability company
By ESSEX PORTFOLIO, L.P.,
a California limited partnership,
its Sole Member
BY ESSEX PROPERTY TRUST, INC.,
a Maryland corporation,
its General Partner
OPTIONEE:
CITY OF PALO ALTO,
A chartered city and municipal corporation
By:
Frank Benest
City Manager
By:
Name:
Title:
SF IMAN 220090
C:@ocumenTs and Settings\dremtey’vLocal Settings\Temporary Intemet Files\OLK5~SF_IMAN_220349_l (2).DOC
State of California )
) SS.
Coumy of )
On before me,, a
Notary Public, 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 ac ~knowledged 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
SF_IMAN_220090
C:~Documents and Settings\dremley\Local Settings\Temporary Internet Files\OLK5\SF_IMAN_220349_I (2).DOC
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by the Memorandum of
Option dated ., 200__, from Essex Property Boulevard, LLC, a Del aware
limited liability company, to the City of Palo Alto, a chartered city m:td municipal corporation, is
hereby accepted by order of the City Council by the undersigned officer or agent on behalf of
, pursuant to authority conferred by Resolution No.., of
the City of Palo Alto adopted on ,2007, and the Grantee consents to recordation
thereof by this duly authorized officer.
Dated:CITY OF PALO ALTO
By:
Frank Benest
Its: City Manager
APPROVED AS TO FORM:
By:
Gary Baum
City Attorney
SF_IMAN_220090
C:kDocuments and Settings\dremley\Local SettingsWemporary Intemet Files\OLKS\SF_LMAN_220349_l (2).DOC
EXHIBIT C
RECORDING REQUESTED B K"
AND WHEN RECORDED MAIL TO.
SPACE ABOVE THIS LINE FOR RECORDER’S USE
QUITCLAIM DEED
APN 132-31-042
The City of Palo Alto, a chartered city and municipal corporation, hereby QUITCLAIMS
to Essex Park Boulevard, LLC, a Delaware limited liability company, all of its rights, title and
interests in the following real property in the City of Palo Alto, Count3, of Santa Clara, State of
California, by virtue of the Option Agreement dated November, 20, 2007:
SEE EXHIBIT A ATTACHED HERETO
Dated: October __, 2007 CITY OF PALO ALTO,
A chartered city and municipal corporation
By:
Frank Benest
City Manager
SF_IMAN_220090
C:kDocuments and Settings\dremley\Local Settings\Temporary Internet Fites\OLK5~SF_IMAN_220349_l (2).DOC
State of California )
) SS.
County of )
On before me,, a
Notary Public, 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 ac ~knowledged 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 instrumem
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS nay hand and official sea!.
Notary Public
SF IMAN 220090
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IINORTH
AMERICAN TITLE
COMPANY
Like Clockwork e
EXHIBIT D
Update 3
4255 Hopyard Road, Suite 1
Pleasanton, CA 94588
(925)399-3000
(925)251-0104
Bill Fellman
City of Palo Alto
250 Hamilton Avenue
Palo Alto, CA 9430:1
Phone: (650)329-2677
Fax: (650)323-1741
Customer Reference:APN 132-31-042
DIRECT ALL IN(~UIR~ES TO:
Escrow Officer:
Phone:
Fax No.:
E-Hail:
E-Hail Loan Documents to:
Escrow No.:
Property:
Evelyn Bowens-Chambers
(925)847-9570
(925)847-0663
ebowens@nat.com
nocal.pleasantonstoneridge@natdocs.com
54606-717956
2785 Park Boulevard
Palo Alto, CA
Owner: Essex Park Bouelvard, LLC
PRELIMINARY REPORT
IN RESPONSE TO THE ABOVE REFERENCED APPLICATION FOR A POLICY OF TITLE INSURANCE,
North American Title Insurance Company
Hereby reporLs that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the
land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or
encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions
and Stipulations of said Policy forms.
The printed Exceptions and Exclusions from the coverage and limitations on covered risks of said Policy or Policies are set forth in Exhibit A
attached. The Policy to be issued may contain an Arbitration Clause. When the amount if insurance is less than that set forth in the
Arbitration Clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of
the Parties. Limitations on covered risks applicable to the CLTA and ALTA Homeowner’s Policies of Title Insurance which establish a
deductible amount and a maximum dollar limit of liability for certain coverages are also set forth in Exhibit A. Copies of the Policy forms
should be read. They are available from the office which issued this report.
Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this
report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered
under the terms of the title insurance policy and should be carefullyconsidered.
It is important to note that this preliminary report is not a written representation as to the condition of tiUe and may not
list all liens, defects, and encumbrances affecting title to the land.
This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title
insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a
Binder or Commitment should be requested.
Dated as of November 05, 2007 at 7:30 A.M.Pam Thompson, Title Officer
Page 1
Order No.: 56901-56990651
The form of Policy of title insurance contemplated by this report is:
1990-CLTA Owner’s Standard Coverage
A specific request should be made if another form or additional coverage is desired.
Title to said estate or interest at the date hereof is vested in:
Essex Park Bouelvard, LLC, a Delaware limited liability company
The estate or interest in the land hereinafter described or referred to covered by this Report is:
A fee.
The Land referred to herein is described as follows:
(See attached Legal Description)
At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in said
policy form would be as follows:
General and special taxes for the fiscal year 2007-2008,
First installment:$29,048.89, DUE
Second installment:$29,048.89, PAYABLE
Code area:06-001
A. P. No.:132-31-042
Exemption:$0.00
Land:$5,149,980
Improvement:$0.00
The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with
Section 75 of the California Revenue and Taxation Code.
3.Rights of the public in and to that portion of the land lying within Park Boulevard.
An easement for construction and maintenance therein of alleys, pedestrian lanes, streets and
street improvements and incidental purposes, recorded June 6, 1952 as Instrument No. 80491,
Book 2430, Page 599 of Official Records.
In Favor of:County of Santa Clara
Affects:Southerly 9 feet
Any facts, rights, interests or claims that may exist or arise by reason of the following matters
disclosed by an ALTA/ACSM survey made by Cal Vada Land Surveying on March 1, 2005,
designated Job Number 05094:
The fact that the fences are not on the property line
Page 2
Order No.: 56901-56990651
LEGAL DESCRIPTION
Real property in the City of Palo Alto, County of Santa Clara, State of California, described as
follows:
ALL OF LOTS 5, 6 AND PORTIONS OF LOTS 3 AND 4, IN BLOCK 8, AS SHOWN UPON THAT
CERTAIN MAP ENTITLED, "MAP OF ADDITION TO THE TOWN OF MAY FIELD BY W.
HAWXHURST ESQRE.," WHICH MAP WAS FILED FOR RECORD IN THE OFFICE OF THE
RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA, ON JUNE 6, 1868 IN
BOOK B OF MISCELLANEOUS RECORDS, PAGE 642, AND MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
BEGINNING AT THE POINT OF INTERSECTION OF THE NORTHEASTERLY LINE OF THIRD
STREET WITH THE NORTHWESTERLY LINE OF PAGE MILL ROAD, FORMERLY WASHINGTON
STREET, AS SHOWN UPON THE MAP HEREINABOVE REFERRED TO; AND RUNNING THENCE
NORTHEASTERLY AND ALONG THE NORTHWESTERLY LINE OF PAGE MILL ROAD FORMERLY
WASHINGTON STREET, 281.90 FEET TO THE SOUTHWESTERLY LINE OF LAND OF SAID
SOUTHERN PACIFIC RAILWAY COMPANY; THENCE NORTHWESTERLY AND ALONG THE
SOUTHWESTERLY LINE OF LAND OF SAID RAILROAD COMPANY 289 FEET MORE OR LESS TO
THE SOUTHEASTERLY LINE OF SHERIDAN STREET, AS SHOWN UPON THE MAP HEREINABOVE
REFERRED TO; THENCE SOUTHWESTERLY AND ALONG THE SOUTHEASTERLY LINE OF
SHERIDAN STREET 106.44 FEET TO THE POINT OF INTERSECTION OF THE LINE DIVIDING
LOTS 2 AND 3 IN BLOCK 8, AS SHOWN ON SAID MAP; THENCE SOUTHEASTERLY AND ALONG
SAID LINE DIVIDING LOTS 2 AND 3 IN BLOCK 8, 142.50 FEET TO THE CORNER OF LOTS 2, 3, 4
AND 5 OF BLOCK 8, AS SHOWN ON SAID MAP; THENCE SOUTHWESTERLY AND ALONG SAID
LINE DIVIDING LOTS 1, 2, 5 AND 6 OF BLOCK 8, 200 FEET TO THE NORTHEASTERLY LINE OF
SAID THIRD STREET; THENCE SOUTHEASTERLY AND ALONG THE NORTHEASTERLY LINE OF
SAID THIRD STREET 142.50 FEET TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM SO MUCH THEREOF AS CONTAINED IN THE DEED TO THE CITY OF
PALO ALTO, RECORDED SEPTEMBER 4, 1958 IN BOOK 4166, PAGE 142 AND MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE SOUTHEASTERLY LINE OF SHERIDAN AVENUE, 60 FEET WIDE,
AT THE MOST WESTERLY CORNER OF LOT 3 IN BLOCK 8 OF HAWXHURST SUBDIVISION, A MAP
OF WHICH WAS RECORDED JUNE 6, 1868 IN BOOK "B" OF MISCELLANEOUS RECORDS, AT
PAGE 642, RECORDS OF SANTA CLARA COUNTY, CALIFORNIA; THENCE SOUTHEASTERLY AND
ALONG THE SOUTHWESTERLY LINE OF SAID LOT 3, 15.18 FEET; THENCE NORTH 2° 22’ 00"
EAST 29.38 FEET TO THE SOUTHEASTERLY LINE OF SHERIDAN AVENUE; THENCE
SOUTHWESTERLY AND ALONG THE SOUTHEASTERLY LINE OF SHERIDAN AVENUE, 25.15 FEET
TO THE POINT OF BEGINNING, AND BEING A PORTION OF LOT 3 IN BLOCK 8 OF
HAWXHURST’S ADDITION, AS SHOWN UPON THE MAP HEREINABOVE REFERRED TO.
APN: 132-31-042
Page 3
Order No.: 56901-56990651
INFORMATIONAL NOTES
In addition to the county transfer tax of $0.55 for $500.00 the land herein also subject to a City
of Palo Alto conveyance tax in the amount of $1.65 per $500.00 valuation. This city tax is
figured on the full value of the land with no credits for existing loans or bonds.
According to the public records, there has been no conveyance of the land within a period of
twenty-four months prior to the date of this report, except as follows:
None
Short term rate applies.
With respect to Essex Park Bouelvard, LLC, a limited liability company:
a. A copy of its operating agreement and any amendments thereto;
b. If it is a California limited liability company, that a certified copy of its articles of organization
(LLC-1) and any certificate of correction (LLC-11), certificate of amendment (LLC-2), or
restatement of articles of organization (LLC-10) be recorded in the public records;
c. If it is a foreign limited liability company, that a certified copy of its application for registration
(LLC-5) be recorded in the public records;
d. With respect to any deed, deed of trust, lease, subordination agreement or other document or
instrument executed by such limited liability company and presented for recordation by the
Company or upon which the Company is asked to rely, that such document or instrument be
executed in accordance with one of the following, as appropriate:
(i) tf the limited liability company properly operates through officers appointed or elected
pursuant to the terms of a written operating agreement, such document must be executed by at
least two duly elected or appointed officers, as follows: the chairman of the board, the president
or any vice president, and any secretary, assistant secretary, the chief financial officer or any
assistant treasurer;
(ii) If the limited liability company properly operates through a manager or managers identified in
the articles of organization and/or duly elected pursuant to the terms of a written operating
agreement, such document must be executed by at least two such managers or by one manager
if the limited liability company properly operates with the existence of only one manager.
e. Other requirements which the Company may impose following its review of the material
required herein and other information which the Company may require.
The map attached, if any, may or may not be a survey of the land depicted hereon. North
American expressly disclaims any liability for loss or damage which may result from reliance on
this map except to the extent coverage for such loss or damage is expressly provided by the
terms and provisions of the title insurance policy, if any, to which this map is attached.
Page 4
Order No.: 56901-56990651
Exhibit A (Revised 11-17-06)
CALIFORNIA LAND TITLE ASSOCIATIONSTANDARD COVERAGE POLICY - 1990
Exclusions From Coverage
The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys’ fees or
expenses which arise by reason of:
1.(a) Any law, ordinance or governmental regulation (including but not limited to building or zoning laws, ordinances, or regulations)restricting, regulating, prohibiting or relating (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of
any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land
or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances
or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien, or encumbrance
resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy.
(b)Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or notice of a defect, lien
or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy.
2.Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from
coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without
knowledge.
3.Defects, liens, encumbrances, adverse claims or other matters:
(a)whether or not recorded in the public records at Date of Policy, but created, suffered, assumed or agreed to by the insured claimant;
(b)not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in wdting
to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy;
(c)resulting in no loss or damage to the insured claimant;
(d)attaching or created subsequent to Date of Policy; or
(e)resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for the
estate or interes~ insured by this policy.
4.Unenforceabitity of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure
of any subsequent owner of the indebtedness, to comply with the applicable doing business taws of the state in which the land is situated.
5.Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured
mortgage and is based upon usury or any consumer credit protection or truth in lending law.
6.Any claim, which arises out of the transaction vesting in the insured the estate of interest insured by this policy or the transaction creating the
interest of the insured lender, by reason of the operation of federal bankruptcy, state insolvency or similar creditors’ rights laws.
EXCEPTIONS FROH COVERAGE - SCHEDULE B, PART I
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys’ fees or expenses) which arise by reason of:
1 Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real
property or by the public records.
Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records
of such agency or by the public records.
2.Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of the land or
which may be asserted by persons in possession thereof.
3.Easements, liens or encumbrances, or claims thereof, which are not shown by the public records.
4.Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and
which are not shown by the public records.
5.(a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims ortitle to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records.
CLTA HOHEOWNER’S PO,L,I, CY OF TI’rLE ZNSURANCE (10/22/03)
ALTA HOHEOWNER S POLICY OF "rE’rLE INSURANCE
EXCLUSIONS
In addition to the Exceptions in Schedule B, You are not insured against loss, costs, aL’torneys’ fees, and expenses resulting from:
1. Governmental police power, and the existence or violation of any law or government regulation. This includes ordinances, laws and regulations
concerning:
a.building
b.zoning
c.Land use
d.improvements on the Land
e.Land division
f.environmental protection
This Exclusion does not apply to violations or the enforcement of these matters if notice of the violation or enforcement appears in the Public
Records at the Policy Date.
This Exclusion does not limit the coverage described in Covered Risk 14, 15, 16, 17 or 24.
2.The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exclusion does
not apply to violations of building codes if notice of the violation appears in the Public Records at the Policy Date.
3.The right to take the Land by condemning it, unless:
a.a notice of exercising the right appears in the Public Records at the Policy Dale; or
b.the taking happened before the Policy Date and is binding on You if You bought the Land without Knowing of the taking.4.Risks:
a.that are created, allowed, or agreed to by You, whether or not they appear in the Public Records;
b.that are Known to You at the Policy Date, but not to Us, unless they appear in the Public Records at the Policy Date;
c.that result in no loss to You; or
d.that first occur after the Policy Date - this does not limit the coverage described in Covered Risk 7, 8.d, 22, 23, 24 or 25.
5.Failure to pay value for Your Title.
6.Lack of a right:
a. to any Land outside the area specifically described and referred to in paragraph 3 of Schedule A; and
b. in streets, alleys, or waterways that touch the Land.
This Exclusion does not limit the coverage described in Covered Risk 11 or 18.
Page 5
Order No.: 56901-56990651
AMERICAN LAND TITLE ASSOCIATION
RESIDENTIAL TITLE INSURANCE POLICY (6-1-87)
EXCLUSIONS
In addition to the Exceptions in Schedule B, you are not insured against loss, costs, attorneys’ fees, and expenses resulting from:
1.Governmental police power, and the existence or violation of any law or government regulation. This includas building and zoning ordinances
and also laws and regulations concerning:¯land use ¯ improvements on the land
¯ land division ¯ environmental protection
This exclusion does not apply to violations or the enforcement of these matters which appear in the public records at Policy Date.
This exclusion does not limit the zoning coverage described in items !2 and 13 of Covered Title Risks.
2.The dght to take the land by condemning it, unless:¯a notice of exercising the right appears in the public records¯on the Policy Date¯the taking happened prior to the Policy Date and is binding on you if you bought the land without knowing of the taking
3.Title Risks:¯that are created, allowed, or agreed to by you
¯that are known to you, but not to us, on the Policy Date -- unless they appeared in the public records
¯that result in no Ioss to you
¯that first affect your title after the Policy Date -- this does not limit the labor and material tien coverage in Item 8 of Covered Title Risks
4.Failura to pay value for your title.
5.Lack of a right:¯to any land outside the area specifically described and referred to in Item 3 of Schedule A
OR¯in streets, alleys, or waterways that touch your land
This exclusion does not limit the access coverage in Item 5 of Covered Title Risks.
AMERICAN LAND TITLE ASSOCIATION LOAN POLICY (10-17-92)WITH ALTA ENDORSEHENT-FORH 1 COVERAGE
EXCLUSIONS FROH COVERAGE
The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys’ fees or
expenses which arise by reason of:
!.(a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting,
regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any
improvement now or hereafter erected on the Land; (iii) a separation in ownership or a change in the dimensions or area of the land or any
parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or
governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting
from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy.
(b)Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien
or encumbrance resulting from a violation or alleged violation affecting the lend has been recorded in the public records at Date of Policy.
2.Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from
coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without
knowledge.
3.Defects, liens, encumbrances, adverse claims or other matters:
(a)created, suffered, assumed or agreed to by the insured claimant;
(b)not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing
to the Company by the insured claimant pdor to the date the insured claimant became an insured under this policy;
(c)resulting in no lass or damage to the insured claimant;
(d)attaching or created subsequent to Date of Policy (except to the extent that this policy insures the priority of the lien of the insured mortgageover any statutory lien for services, ~abor or material or to the extent insurance is afforded herein as to assessments for street improvements
under construction or completed at Date of Policy); or
(e)resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage.
4.Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure
of any subsequent owner of the indebtedness, to comply with applicable doing business laws of the state in which the land is situated.
5.Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured.
mortgage and is based upon usury or any consumer credit protection or truth in lending law.
6.Any statutory lien for services, labor or materials (or the claim of priority of any statutory lien for services, labor or materials over the lien of the
insured mortgage) arising from an improvement or work related to the land which is contracted for and commenced subsequent to Date of
Policy and is not financed in whole or in part by proceeds of the indebtedness secured by the insured mortgage which at Date of Policy the
insured has advanced or is obligated to advance.
7.Any claim, which arises out of the transaction creating the interest of the mortgagee insured by this policy, by reason of the operation of
federal bankruptcy, state insolvency, or similar creditors’ dghts laws, that is based on:
(i)the transaction creating the interest of the insured mortgagee being deemed a fraudulent conveyance or fraudulent transfer; or
(ii)the subordination of the interest of the insured mortgagee as a result of the application of the doctrine or equitable subordination; or
(ii)the transection creating the interest of the insured mortgagee being deemed a preferential transfer except where the preferential transfer
results from the failure:
(a) to timely record the instrument of transfer; or
(b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor.
The above policy forms may be issued to afford either Standard Coverage or Extended Coverage. tn addition to the above Exclusions from Coverage,
the Exceptions from Coverage in a Standard Coverage policy will also include the following General Exceptions:
Page 6
OrderNo.: 56901-56990651
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys’ fees or expenses) which arise by reason of:
1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real
property or by the public records. Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings,
whether or not shown by the records of such agency or by the public records.
2.Any facts, rights, interests or claims which are not shown by the public records but which could be ascertained by an inspection of the land or
which may be asserted by persons in possession thereof.
3.Easements, liens or encumbrances, or claims thereof, which are not shown by the public records.
4.Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and
which are not shown by the public records.
5.(a)Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water dghts, claims or title
to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records.
2006 ALTA LOAN POI TCY (06-17-06)
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded form the coverage of this policy, and the Company will not pay loss or damage, cos~, attorneys’ fees, orexpenses that arise by reason of:
1.(a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or
relating to
(i)the occupancy, use, or enjoyment of the Land;
(ii)the character, dimensions, or location, of any improvement erected on the land;
(iii)the subdivision of land; or
(iv)environmental protection;
Or the effect of any violation of these laws, ordinances, or governmental regulations. This exclusion l(a) does not modify or limit the coverage
provided under Covered Risk 5.
(b)Any governmental police power. This Exclusion l(b) does not modify or limit the coverage provided under Covered Risk 6.
2.Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.
3.Defects, liens, encumbrances, adverse claims, or other matters
(a)created, suffered, assumed, or agreed to by the Insured Claimant;
(b)not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in
writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;
(c)resulting in no loss or damage to the Insured Claimant;
(d)attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 13, or
14); or
(e)resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage.
4.Unenforeeability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing business
laws .of the state where the Land is situated.
5.Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured
Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law.
6.Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ dghts laws, that the transaction creating the
lien of the Insured Mortgage, is
(a)a fraudulent conveyance or fraudulent transfer, or
(b)a preferential transfer for any reason not stated in Covered Risk 13(b) of this policy.
7.Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching beb, veen Date of Policy
and the date of recording of the Insured Mortgage in the Public Records. This Exclusion does not modify or limit the coverage provided under
Covered Risk 11(b).
The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage,
the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage:
EXCEPT’J:ONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys’ fees or expenses) that arise by reason of:
!. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real
property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings,whether or not shown by the records of such agency or by the Public Records.
2.Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or
that may be asserted by persons in possession of the Land.
3.Easements, liens or encumbrances, or claims thereof, not shown by the Public Records.
4.Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and
complete land survey of the Land and not shown by the Public Records.
5.(a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims ortitle to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records.
Page 7
Order No.: 56901-56990651
AMERICAN LAND TITLE ASSOCIATION OWNER’S POLICY (10-17-92)
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys’ fees or
expenses which arise by reason of:
1.(a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting,
regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any
improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any
parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or
governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting
from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy.
(b)Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien
or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy.
2.Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from
coverage any taking which has occurred prior to Data of Policy which would be binding on the rights of a purchaser for value without
knowledge.
3.Defects, liens, encumbrances, adverse claims or other matters:
(a)created, suffered, assumed or agreed to by the insured claimant;
(b)not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing
to the Company by the insured claimant pdor to the date the insured claimant became an insured under this policy;
(c)resulting in no loss or damage to the insured claimant;
(d)attaching or created subsequent to Date of Policy; or
(e)resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the estate or interest insured by this
policy.
4.Any claim, which arises out of the transaction vesting in the insured the estate or interest insured by this policy, by reason of the operation of
federal bankruptcy, state insolvency, or similar creditors’ rights laws, that is based on:
(i) the transaction creating the estate or interest insured by this policy being deemed a fraudulent conveyance or fraudulent transfer, or
(ii) the transaction creating the estate or interest insured by this policy being deemed a preferential transfer except where the preferential
transfer rasuits from the failure:
(a) to timely record the instrument of transfer; or
(b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor.
The above policy forms may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage,
the Exceptions from Coverage in a Standard Coverage Policy wilt also include the following General Instructions:
EXCEP3-IONS FROM COVERAGE
This policy does not insure against toss or damage (and the Company will not pay costs, attorneys’ fees or expenses) which arise by reason of:
1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property
or by the public records.
Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of
such agency or by the public records.
2.Any facts, rights, interests or claims which are not shown by the public records but which could be ascertained by an inspection of the land or which
may be asserted by making inquiry of persons in possession thereof.
3.Easements, liens or encumbrances, or claims thereof, which are not shown by the public records.
4.Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are
not shown by the public records.
5.(a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to
water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records.
2006 ALTA OWNER’S POLICY (06-17-06)
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys’ fees, or
expenses that arise by reason of:
1 (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or
relating to
(i)the occupancy, use, or enjoyment of the Land;
(ii)the character, dimensions, or location of any improvement erected on the Land;
(iii)the subdivision of land; or
(iv)environmental protection;
or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion l(a) does not modify or limit the coverage
provided under Covered Risk 5.
(b)Any governmental police power. This Exclusion l(b) does not modify or limit the coverage provided under Covered Risk 6.
2.Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.
3.Defects, liens, encumbrances, adverse claims, or other matters
(a)created, suffered, assumed, or agreed to by the Insured Claimant;
(b)not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in
wdting to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;
(c)resulting in no loss or damage to the Insured Claimant;
(d)attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10);
or
(e)resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.
4.Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights laws, that the transaction vesting the
Title as shown in Schedule A, is
(a)a fraudulent conveyance or fraudulent transfer; or
(b)a preferential transfer for any reason not stated in Covered Risk 9 of this policy.
5.Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy
and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.
The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from
Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage:
Page 8
Order No.: 56901-56990651
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys’ fees or expenses) that arise by reason of:
1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property
or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not
shown by the records of such agency or by the Public Records.
Any facts, rights, interests, or claims that are not shown in the Pubtic Records but that could be ascertained by an inspection of the Land or that may
be asserted by persons in possession of the Land.
3.Fasements, liens or encumbrances, or claims thereof, not shown by the Public Records.
4.Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and
complete land survey of the Land and that are not shown by the Public Records.
5.(a) Unpetented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to
water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records.
ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (10113101)
EXCLUSIONS FROH COVERAGE
The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys’ fees or
expenses which arise by reason of:
1.(a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting,
regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions or location of any
improvement now or hereafter erected on the Land; (iii) a separation in ownership or a change in the dimensions or areas of the Land or any
parcel of which the Land is or was a part; or (iv) environmental prote~on, or the effect of any violation of these laws, ordinances or
governmental regulations, except to the extent that s notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting
from a violation or alleged violation affecting the Land has been recorded in the Public Records at Date of Policy. This exclusion does not limit
the coverage provided under Covered Risks !2, 13, 14, and 16 of this policy.
(b)Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien
or encumbrance resulting from a violation or alleged violation affecting the Land has been recorded in the Public Records at Date of Policy. This
exclusion does not limit the coverage provided under Covered Risks 12, 13, 14, and 16 of this policy.
2.Rights of eminent domain unless notice of the exercise thereof has been recorded in the Public Records at Date of Policy, but not excluding
from coverage any taking which has occurred prior to Date of Policy which would be binding on the dghts of a purchaser for value without
Knowledge.
3.Defects, liens, encumbrances, adverse claims or other matters:
(a)created, suffered, assumed or agreed to by the insured Claimant;
(b)not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in
wdting to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;
(c)resulting In no loss or damage to the Insured Claimant;
(d)attaching or created subsequent to Date of Policy (this paragraph does not limit the coverage provided under Covered Risks 8, 16, 18,19, 20,
21, 22, 23, 24, 25 and 26); or
(e)resulting in loss or damage which would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage.
4.Unenforceability of the tien of the Insured Mortgage because of the inability or failure of the Insured at Date of Policy, or the inability or failure
of any subsequent owner of the indebtedness, to comply with applicable doing business laws of the state in which the Land is situated.
5.Invalidity or unenforceability of the lien of the Insured Mortgage, or claim thereof, which arises out of the transaction evidenced by the InsuredMortgage and is based upon usury, except as provided in Covered Risk 27, or any consumer credit protection or truth in lending law.
6.Real property taxes or assessments of any governmental authority which become a ~ien on the Land subsequent to Date of Poliw. This
exclusion does not limit the coverage provided under Covered Risks 7, 8(e) and 26.
7.Any claim of invalidity, unenforceability or lack of priority of the lien of the Insured Mortgage as to advances or modifcations made after theInsured has Knowledge that the vestee shown in Schedule A is no longer the owner of the estate or interest covered by this policy. This
exclusion does not limit the coverage provided in Covered Risk 8.
8.Lack of pdodty of the lien of the Insured Mortgage as to each and every advance made after Date of Policy, and a~ interest charged thereon,
over liens, encumbrances and other matters affecting the title, the existence of which are Known to the Insured at:
(a)The time of the advance; or
(b)The time a modification is made to the terms of the Insured Mortgage which changes the rate of interest charged, if the rate of Interest is
greater as a result of the modification than it would have been before the modifcation. This exclusion does not limit the coverage provided in
Covered Risk 8.
9.The failure of the residential structure, or any portion thereof to have been constructed before, on or after Date of Policy in accordance with
applicable building codes. This exclusion does not apply to violations of building codes if notice of the violation appears in the Public Records atDate of Policy.
Page 9
Order No.: 56901-56990651
GOOD FUNDS LAW
CALIFORNIA ASSEMBLY BILL 512 ("AB512") IS EFFECTIVE ON JANUARY 1, 1990. UNDER AB512, NORTH AMERICAN TITLE
COMPANY, INC. (’NORTH AMERICAN TITLE COMPANY, INC.") MAY ONLY MAKE FUNDS AVAILABLE FOR MONETARY DISPERSAL IN
ACCORDANCE WITH THE FOLLOWING RULES:
SAME DAY AVAILABILITY - DISBURSEMENT ON THE DATE OF DEPOSIT IS ALLOWED ONLY WHEN FUNDS ARE DEPOSITED
TO NORTH AMERICAN TITLE COMPANY (’NORTH AMERICAN TITLE COMPANY, INC.’) IN CASH OR BY ELECTRONIC
TRANSFER (WIRE). BEAR IN MIND THAT CASH WILL BE ACCEPTED FROM CUSTOMERS ONLY UNDER SPECIAL
CIRCUMSTANCES AS INDIVIDUALLY APPROVED BY MANAGEMENT.
*NEXT DAY AVAILABILITY - IF FUNDS ARE DEPOSITED TO NORTH AMERICAN TITLE COMPANY, INC. BY CASHIER’S
CHECKS, CERTIFIED CHECKS, OR TELLER’S CHECKS, DISBURSEMENT MAY BE ON THE NEXT BUSINESS DAY FOLLOWING
DEPOSIT. A "TELLER’S CHECK" IS ONE DRAWN BY AN INSURED FINANCIAL INSTITUTION AGAINST ANOTHER INSURED
FINANCIAL INS-FEFUTION (E.G., A SAVINGS AND LOAN FUNDING WITH A CHECK AGAINST A FDIC INSURED BANK).
*2-5 DAY AVAILABILITY (REGULATION CC). IF THE DEPOSIT IS MADE BY CHECKS OTHER THAN THOSE DESCRIBED IN
PARAGRAPHS 1 AND 2 ABOVE, DISBURSEMENT MAY OCCUR ON THE DAY WHEN FUNDS MUST BE MADE AVAILABLE TO
DEPOSITORS UNDER FEDERAL RESERVE REGULATION CC. THIS REQUIRES A "HOLD" ON SOME CHECKS OF 2-5 DAYS OR
LONGER IN SOME INSTANCES. PERSONAL CHECKS, DRAFTS, PRIVATE CORPORATION AND COMPANY CHECKS, AND
FUNDING CHECKS FROM MORTGAGE COMPANIES THAT ARE NOT TELLER’S CHECKS ARE AMONG THOSE CHECKS SUBJECT TO
SUCH HOLDS. (FOR FURTHER DETAILS, CONSULT CHAPTER 598, STATUTES OF 1989.)
NOTE: THE ABOVE GUIDELINES ARE IN CONFORMITY WITH THOSE ISSUED BY THE DEPARTMENT OF INSURANCE FOR ALL
CALIFORNIA TITLE INSURANCE AND CALIFORNIA T’EFLE COMPANIES.
PRELIMINARY CHANGE OF OWNERSHIP REPORT
NOTE: ON OR AFTER JULY 1, 1985, THE COUNTY RECORDER’S OFFICE WILL CHARGE, IN ADDITION TO THE REGULAR CHARGES,
AN EXTRA $20.00 RECORDING FEE, UNLESS A DOCUMENT EVIDENCING A CHANGE OF OWNERSHIP IS ACCOMPANIED BY A
PRELIMINARY CHANGE OF OWNERSHIP REPORT. IN LIEU OF SAID REPORT, SIGNED BY THE TRANSFEREE, THE RECORDER WILL
ACCEPT AN AFFIDAVIT THAT THE TRANSFEREE IS NOT A RESIDENT OF CALIFORNIA. TITLE BILLINGS WILL BE ADJUSTED TO
REFLECT SUCH ADDITIONAL FEES WHEN APPLICABLE.
IRS FORM 1099
BEFORE THE TRANSACTION CONTEMPLATED BY THIS REPORT CAN BE CLOSED, THE SELLER/BORROWER MUST FURNISH A
TAXPAYER IDENTIFICATION NUMBER TO US SO THAT WE CAN FILE AN IRS FORM 1099, OR ITS EQUIVALENT, WITH THE
INTERNAL REVENUE SERVICE. THIS PROCEDURE IS REQUIRED BY SECTION 6045 OF THE INTERNAL REVENUE SERVICE.
NOTICE OF A WITHHOLDING REQUIREMENT
State Withholding & Reporting for closings after January 1, 2003: Under California Law (Rev & Tax Code 18662) a
buyer may be required to withhold and deliver to the Franchise Tax Board (FTB) an amount equal to 3.33% of the
sales price in the case of disposition of California real property interest ("Real Property") by either: 1) a seller who is
an individual or when the disbursement instructions authorize the proceeds to be sent to a financial intermediary of
seller, or 2) a corporate seller that has no permanent place of business in California. Buyer may be subject to a
penalty (equal to the greater of 10% of the amount required to be withheld or $500) for failing to withhold and
transmit the funds to FTB in the time required by law. Buyer is not required to withhold any amount and will not be
subject to penalty for failure to withhold if: a) the sale price of the Real Property does not exceed $100,000; b) the
seller executes a written certificate under penalty of perjury certifying that the seller is a corporation with a
permanent place of business in California; or c) the seller, who is an individual, executes a written certificate under
penalty of perjury certifying one of the following: (i) the Real Property was the seller’s principal residence (as
defined in 1RC 121); (ii) the Real property was last used as seller’s principal residence without regard to time
period; (iii) the Real Property is or will be exchanged for property of like kind (as defined in IRC 1031) and that the
seller intends to acquire property similar or related in service or use so as to be eligible for nonrecognition of gain
for California income tax purposes under IRC 1031; (iv) the Real Property has been compulsorily or involuntarily
converted (as defined in IRC 1033) and the seller intends to acquire property similar or related in service or use as
to be eligible for nonrecognition of gain for California income tax purposes under IRC 1033; or (v) the Real Property
sale will result in loss of California income tax purposes. Seller is subject to penalties for knowingly filing a
fraudulent certificate for the purpose of avoiding the withholding laws. FTB may grant reduced withholding and
waivers from withholding on a case-by-case basis for corporations or other entities.
For additional information regarding California withholding, contact the Franchise Tax Board at (toll free) 888-792-
4900), or by e-mail at urws@ftb.ca.gov or visit their website at www.ftb.ca.gov.
Page 10
Order No.: 56901-56990651
NATCO NOTES:
DONOr DELAY YOUR CLOSE OF ESCROW! IF ANY OF THE FOLLOWING ITEMS AFFECT YOUR TRANSACTION,
PLEASE NOTIFY YOUR ESCROW OFFICER AS SOON AS POSSIBLE.
II,
III.
Ongoing Construction
The Title Company will require, as a minimum, the following prior to insuring:
A.Valid Notice of Completion verified by inspection and expiration of 60 days from recordation of said notice or;
B.Approved Indemnities from Borrower/Seller, approved financial statement not over one year old and a waiver of lien
rights from the general contractor.
C. The Title Company may also require proof of payment of subcontractors, indemnity and financial statement from the
general contractor, a copy of the contract and the with-holding of a sum of money, to cover the contract until the
mechanics lien period has expired, with which to pay filed mechanics liens, or other assurances to be determined on a
case by case basis.
Bankruptcy
The Title Company will require, as a minimum, the following prior to insuring:
A.The bankruptcy case be closed or,
B.An order from the bankruptcy court verifying the transaction, with a demand placed into escrow by the trustee.
C.Escrow may not close until 15 days have elapsed from the order and the file has been checked to verify that there are
no objections to said order.
Abstracts of Judgment, Liens, Tax Liens
The Title Company will require, as a minimum, the following prior to insuring:
A.Proof that the buyer/seller is not the same party as on the recorded liens.
B.This is accomplished by the buyer/seller/borrower completely filling out and signing a statement of information.
C.The items are to paid off in escrow.
D.The items are to be subordinated to the new transaction.
Community Property
California is a community property state:
A. A quitclaim from one spouse to another must specifically quitclaim any community property interest.
B. An interlocutory decree of divorce specifically granting the property to one spouse is sufficient if a final decree is issued
and recorded in the county.
DID YOU KNOW?
Any of the following situations could cause a substantial delay in close of escrow. The earlier we are made aware of potential
problems, the earlier the issues can be dealt with to ensure a smooth and timely close of your transaction.
¯Are your principals trying to accomplish a tax deferred exchange? If so, have they chosen an intermediary and who is
it?¯¯Will any of the principals be using a Power of Attorney?
¯Are any of the vested owners deceased or in any way incapacitated?¯Do all of the principals who will be signing have a current photo I.D. or Driver’s License?
¯Are the sellers of this transaction residents of California?
¯Has there been a change in marital status of any of the vested owners or will we be adding anyone to title, i.e. co-
signers, additional insured, etc.?
¯Is the property currently vested in a trust or will the new buyer/borrower vest in a trust?
¯Are any of the trustees of the trust deceased or incapacitated?
¯Will this transaction involve a short sale?
¯Will there be a new entity formed, i.e. partnership, corporation?
¯Will all of the principals be available to sign or will we be Federal Expressing documents to another state/country? If so,
where?
If you have any other information which may be useful to us, please contact your escrow officer as soon as possible. Our goal is to
make your transaction as easy and trouble-free as possible. We appreciate your business and hope that you find North American
Title Company your company of choice for all of your title and escrow needs.
Page 11
Order No.: 56901-56990651
NOTICE OF OPPORTUNITY TO EARN INTEREST DEPOSIT INf-I’RUCTIONS/AUTHORIZATIONS
North American Title Company, Inc. ("North American’~) believes that it is in the best interest of our customers to provide to each
depositing party notice of an opportunity to earn interest on all deposited funds through a special account at one of North
American’s depository banks.
North American has received or will be receiving funds deposited by you or your lender to be used on your behalf with regard to a
transaction involving real estate in the State of California. It is important that North American have the appropriate
instructions/authorizations fOr the handling of these deposited funds.
PLEASE READ THE FOLLOWING CAREFULLY:
i. You have the opportunity to earn interest on the funds you deposit with us through a special account arrangement North
American has established with one of its depository banks. The current interest Fate for these accounts will fluctuate periodically
with market conditions and may change prior tO or during the time your account is open. No such opportunity to earn interest on
the funds deposited by a lender is available, except as described below.
2. If you elect to earn interest through this special account arrangement, North American will charge you an addib’onal fee
of $45.00 fOr the establishment and maintenance of the account. This fee compensates North American for the costs associated
with opening the interest beating account, preparing correspondence/documentation, transferring funds, maintaining appropriate
records for audit/reconciliation purposes and filing of any required tax withholding statements. It is important that you consider
this cost in your decision because the cost may exceed the interest you earn.
Example: A regular savings deposit of $1,000.00 at an average interest rate of 3.0%* per annum for a 30-day period:
De_Posit X Rate ÷ Annual x Davs = Total Interest Earned
$1,000.00 x .03 .’-360 x 30 = $2.50
*Please note that this interest rate is only an example and North American does not guaranty the availability of any specific
rate.
3. If you elect to earn interest but would like to have your funds invested in another bank and/or another type of interest-
bearing account, please contact your North American office. The additional fee for these types of accounts will vary, but will be
significantly greater than $45.00.
4. If you choose not to have your funds deposited in an interest-bearinq account, you do not need to sign or return
this form, but your funds will be held in a North American general escrow trust account. A general escrow trust account is restricted
and protected against claims by third parties or creditors of North American. North American will receive certain financial benefits
from the depository institution as a result of maintaining the general escrow trust account. Some or all of these benefits may be
considered interest due you under California Insurance Code §12413.5. You may segregate your funds in a separate interest-
bearing account and receive the benefits therefrom, but will be required to pay North American an additional fee for this service (as
described in paragraphs 2 and 3 above). Alternab’velyr you may leave your funds in the qeneral escrow trust account and
authorize North American to keep the benefits it receives from the depository banl~
5. If you elect to have your funds earn interest in an interest-bearinq accountusing North American’s depository
bank, you MUSTsign and return to North American this form and a W-9 form that you can request from your North American
representative. Please be advised that you will be responsible for reporting all earnings to the applicable taxing authorities. Also,
North American cannot deposit the funds in the specified account until good funds have been received into North American’s general
escrow account and all the properly completed forms have been returned to North American. Unless and until North American
receives all the required forms, North American will not establish such account and all funds will remain on deposit in North
American’s general escrow account.
Unless you specify in writing that the interest-bearing account be established at a specific financial institution, North American will
open the interest-bearing account with a federally or state chartered financial institution of its choosing.
ELECTION TO EARN INTEREST:
I HEREBY AUTHORIZE AND DIRECT NORTH AHERICAN TO OPEN AN INTEREST-BEARING ACCOUNT AT NORTH AMERICAN’S DEPOSITORY BANK
AND TO CHARGE THE ADDITIONAL FEE FOR THIS SERVICE,
SIGNATURE:DATE:
SIGNATURE:DATE:
6. Funds deposited by a lender are ordinarily deposited to escrow one to two days prior to closing. You should be aware that
your lender may begin charging interest on your loan from the date loan funds are deposited into North American’s escrow trust
account. Should the loan funds, if any, deposited by your lender remain on deposit in the escrow trust account for a period of more
than 5 business days from the date of deposit to and including the date of closing of the transaction, North American agrees that it
will credit you an interest equivalent based on the amount of loan funds deposited, the period of time prior to closing that those
funds remained in the escrow trust
Page 12
Order No.: 56901-56990651
Private Policy Notice
(as of 3anuary 11 2007)
We at the North American Title Group Family of Companies1 take your privacy very seriously. We do not share your
private information with anyone except as necessary to complete your real property, title insurance and escrow
transaction.
OUR PRIVACY POLICIES AND PRACTICES
s
Information we collect and sources from which we collect it: We collect nonpublic personal
information about you from the following sources:
¯Information we receive from you on applications or other forms.
¯Information about your transactions with us, our affiliates or others.
¯Information from non-affiliated third parties relating to your transaction.
"Nonpublic personal information" is nonpublic information about you that we obtain ~n connection with
providing a product or service to you.
What information we disclose and to whom we disclose it: We do not disclose any nonpublic
personal information about you to either our affiliates or non-affiliates without your express consent, except as
permitted or required by law. We may disclose the nonpublic personal information we collect, as described
above, to persons or companies that perform services on our behalf regarding your transactions.2 "Our
affiliates" are companies with which we share common ownership and which offer real property, title
insurance, or escrow services.
Our security procedures: We restrict access to your nonpublic personal information and only allow
disclosures to persons and companies as permitted by law to assist in providing products or services to you.
We maintain physical, electronic, and procedural safeguards to protect your nonpublic personal information.
Your right to access your personal information: You have the right to review your personal information
that we record about you. If you wish to review that information, please contact your local North American
Title Group office Identified on the title insurance product to which this notice is attached or where you
received this notice and give us a reasonable time to make that information available to you. If you believe
any information is incorrect, notify us, and if we agree, we will correct it. If we disagree, we will advise you in
writing why we disagree.
Customer acknowledgment: Your receipt of a copy of the preliminary report, commitment, your policy of
insurance, or escrow documents accompanied by this Notice will constitute your acknowledgment of receipt of
this Privacy Notice.
1The North Amedcan Title Group Family of Companies includes North American Title Company, North American Title Insurance Company, North
American Services, LLC, North American Asset Development Corporation, North American Advantage Insurance Services, LLC, North American Title
Alliance, LLC, North American Title Florida Alliance, LLC, J. Lyons Enterprises, Inc. d/b/a Independence Abstract & Title Agency, Independence Legal
Services, LLC.
~The North American Title Group Family of Companies may a~so share your information with an insurance institution, credit reporting agency,
insurance regulatory authority, law enforcement, other governmental authority, actuary, or other research organization for purposes of detecting or
preventing fraud, crimes, or misrepresentations in connection with an insurance or real estate transaction, resolving claims or service disputes,
investigating suspected illegal or unlawful activities, or for conducting actuarial or research studies.
Page 13
Order No.: 56901-5699065:t
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Order No.: 56901-56990651
ATTACHMENT B
NOT YET APPROVED
RESOLUTION NO.
RESOLUTION OF THE COUNCIL OF THE CITY OF PALO ALTO
CERTIFYING T~ ADEQUACY OF THE FINAL
ENVIRONMENTAL IMPACT REPORT FOR THE PUBLIC SAFETY
BUg~ING PROJECT PURSUANT TO THE CALIFORNIA
ENVIRONMENTAL QUALITY ACT AND ADOPTING THE
MITIGATION MONITORING AND REPORTING PROGRAM AND
THE STATEMENT OF OVERRIDING CONSIDERATIONS
The Council of the City of Palo Alto does RESOLVE as follows:
SECTION 1. Introduction and Certification.
(a) The following findings are hereby adopted by the City Council of the City of
Palo Alto ("City Council") to comply with the requirements of the California Environmental
Quality Act ("CEQA"; Pub. Resources Code, §§ 21000 et seq.), and Sections 15091, 15092,
15093, and 15162 of the CEQA Guidelines (14 Cal. Code Regs., § 15000 et seq.). These
findings are made relative to the conclusions of the City of Palo Alto Public Safety Building
Final Environmental Impact Report (State Clearinghouse No. 2007022069) (the "Final EIR"),
which includes the Draft Environmental Impact Report ("Draft EIR"), Public Comments, and
Responses to Comments. The Final EIR addresses the environmental impacts of the
implementation of the proposed Project and is incorporated herein by reference.
(b) Mitigation measures associated with the potentially significant impacts of the
Project will be implemented through the Mitigation Monitoring Program for the Project, which is
the responsibility of the City, thereby ensuring that the City of Palo Alto Public Safety Building
Project (the "Project") will have no significant adverse environmental impacts, except as noted
herein.
(c) The City of Palo Alto is the Lead Agency pursuant to Public Resources Code
section 21067 as it has the principal responsibility to carry out and approve the Project, which
may have a significant impact upon the environment.
(d) Based upon review and consideration of the information contained therein,
the City Council hereby certifies that the Final EIR was completed in compliance with CEQA,
and reflects the City of Palo Alto’s independent judgment and analysis. The City Council has
considered evidence and arguments presented during consideration of the Project and the Final
EIR. In determining whether the Project may have a significant impact on the environment, and
in adopting the findings set forth below, the City Council certifies that it has complied with
Public Resources Code sections 21081, 21081.5, and 21082.2.
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(e) The City Council hereby finds, determines, and declares that no significant
new information has been added to the Final EIR so as to warrant recirculation of all or a portion
of the Draft EIR.
SECTION 2. Project Information.
The following Project information is supplied to provide context for the discussion
and findings that follow, but is intended as a summary and not a replacement for the information
contained in the Draft EIR, Final EIR, or Project approvals.
(a)Project Objectives
The objectives of the new Public Safety Building (PSB) project are to relocate the
City’s Police Department, emergency dispatch, and 911 communications activities from their
current downtown City Center location at 275 Forest Avenue, whose functional, technical,
security, and safety characteristics have become increasingly inadequate over the nearly 40 years
since the complex was designed, and no longer meet basic standards for "essential services," to a
new building that will provide a state-of-the-art environment for these activities and will
substantially increase the probability of maintaining function after a major earthquake or other
disaster.
(b)Project Description
The City has selected a proposed site and associated preliminary architectural design
concepts for a new PSB to accommodate the City’s Police Department, Emergency Operations
Center (EOC) and 911 Communications Center. The proposed project site, which is illustrated
on Draft EIR Figure 3.4 consists of a 1.27-acre L-shaped parcel at 2785 Park Boulevard (APN
132-31-042) and a 0.04-acre parcel at the comer of Sheridan Avenue and the unnamed street,
and a 0.32-acre triangular-shaped parcel at 2747 Park Boulevard (APN 132-31-071). These
three project site parcels are located at the northwest quadrant of the Park Boulevard/Page Mill
Road intersection, just east of the Oregon Expressway.
At the time the DEIR was circulated the following two preliminary PSB design
options were proposed, both with a floor area total of approximately 50,000 square feet:
Project Option A: Project Option A consists of a two-story PSB design concept that
utilizes all three project parcels, totaling 1.63 acres, and includes construction of two above-
grade PSB levels and one below-grade parking level. Project Option A assumes removal of one
established on-site Valley Oak located on the smaller 0.32-acre triangular shaped parcel, based
on the assumption that the practical benefits of the consolidated two-story PSB building footprint
that can be achieved through removal of the Valley Oak would substantially outweigh the
adverse aesthetic and biological resource impacts of losing the Valley Oak.
Project Option B: Project Option B incorporates a design program similar to Option
A, but utilizes only the 1.27-acre L-shaped parcel and the 0.04-acre City-owned comer piece, for
a total site area of 1.31 acres. The 0.32-acre triangular shaped parcel would not be acquired by
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NOT YET APPROVED
the City for PSB use. The existing Valley Oak and one-story office building on this parcel
would remain.
To achieve the approximately 50,000-square-foot PSB floor area objective using
only the 1.27-acre parcel and 0.04-acre corner piece, Option B adds a third PSB story. To reduce
construction costs, Option B also replaces the one below-grade parking level in Option A with
three above-grade parking levels (2, 3 and 4) within the three-story PSB profile. As a result, site
excavation needs for Option B would be limited to minor foundation and site preparation
grading.
At the time the Draft EIR was distributed for public review (July 12, 2007), both
Option A and Option B appeared to be viable project options. Currently, given the status of
acquisition negotiations involving the 0.32-acre triangular parcel and the estimated construction
costs associated with Option A, Option B is the preferred option.
(c)Required City Approvals
City approvals required to implement the project include: (1) a change to the Palo
Alto Comprehensive Plan land use designation for the site from Light Industrial (current
designation) to Major b~stitutional/ Special Facilities (proposed designation) to permit the
proposed governmental and community service uses (both options); (2) a corresponding rezoning
of the site from General Manufacturing District (GM) to Public Facilities (PF) (both options);
(3) zoning variances to permit proposed project site building coverage exceedances over the
standard PF zone allowance (both options) and proposed building setbacks less than the standard
minimum along two street frontages (Option A only); (4) real property acquisition; (5) site and
architectural design review by the City’s Architectural Review Board (both options); (6) City
approval of a Grading Permit and Building Permit (both options); (7) City approval of a
Demolition Permit and Tree Removal Permit (Option A only); and (8) City Council action on an
appropriate financing ballot measure and voter approval of the measure (both options). Other
public financing measures may also be pursued.
SECTION 3. Record of Proceedings.
(a) For purposes of CEQA, CEQA Guidelines section 15091(e), and these
findings, the Record of Proceedings for the Project consists of the following documents, at a
minimum: (1) The Notice of Preparation, Notice of Completion, Notice of Availability, and all
other public notices issued by the City of Palo Alto in connection with the Project; (2) the Draft
EIR; (3) the Final EIR; (4) all comments and correspondence submitted by public agencies or
members of the public during the public review and comment period (February 7, 2007 through
August 29, 2007) on the Draft EIR; (5) written and oral comments received or made at Planning
and Transportation Commission hearings to take public comments on the Draft EIR and Final
EIR on August 22, 2007, and November 7, 2007; (6) the Mitigation Monitoring Program; (7) all
findings and resolutions adopted by the City Council in connection with the Project, and all
documents cited or referred to therein; (8) all final reports, studies, memoranda, maps, staff
reports, or other planning documents relating to the Project prepared by the City of Palo Alto,
consultants, or responsible or trustee agencies with respect to the City of Palo Alto’s compliance
with the requirements of CEQA, and with respect to the City of Palo Alto’s actions on the
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Project; (9) all documents timely submitted to the City of Palo Alto by other public agencies or
members of the public in connection with the Project; (10) minutes and/or verbatim transcripts of
all public meetings and/or public hearings held by the City of Palo Alto in connection with the
Project; (11) matters of common knowledge to the City of Palo Alto, including, but not limited
to, federal, state, and local laws and regulations; (12) any documents expressly cited in these
findings, in addition to those cited above; and (13) any other materials required to be in the
record of proceedings by Public Resources Code section 21167.6(e).
(b) The custodian of the documents comprising the record of proceedings is the
Director of Planning and Community Environment, City of Palo Alto, 250 Hamilton Avenue,
Palo Alto, California, 94301.
(c) Copies of all of the above-referenced documents, which constitute the record
of proceedings upon which the City of Palo Alto’s decision on the Project is based, are and have
been available upon request at the offices of the Planning and Community Environment
Department, City of Palo Alto, 250 Hamilton Avenue, Palo Alto, California, 94301, and other
locations in the City of Palo Alto.
(d) The City of Palo Alto has relied upon all of the documents, materials, and
evidence listed above in reaching its decision on the Public Safety Building Project.
(e) The City Council hereby finds, determines and declares that the above-
referenced documents, materials, and evidence constitute substantial evidence (as that term is
defined by section 15384 of the CEQA Guidelines) to support each of the findings contained
herein.
SECTION 4. Mitigation Monitoring Program.
(a) CEQA requires the lead agency approving a Project to adopt a Mitigation
Monitoring Program (MMP) for the changes made to the Project that it has adopted in order to
mitigate or avoid significant effects on the environment. An MMP has been prepared and is
recommended for adoption by the City Council concurrently with the adoption of these findings
to ensure compliance with mitigation measures during Project implementation. As required by
Public Resources Code section 21081.6, the MMP designates responsibility and anticipated
timing for the implementation of the mitigation measures recommended in the Final EIR. The
MMP will remain available for public review during the compliance period.
(b) The City Council hereby adopts the MMP for the Project attached hereto and
incorporated by reference, and finds, determines, and declares that adoption of the MMP will
ensure enforcement and continued imposition of the mitigation measures recommended in the
Final EIR, and set forth in the MMP, in order to mitigate or avoid significant impacts on the
environment.
SECTION 5. Impacts Determined to be Less Than Significant.
(a) A Notice of Preparation for the Project was prepared and distributed on
February 7, 2007 to all responsible and trustee agencies and interested parties. The notice
4
071114jb 0130236
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solicited views of interested persons and agencies as to the scope and content of the
environmental information to be studied in the Draft EIR. The City of Palo Alto also held a
public scoping meeting to receive public comments and suggestions on the Project on February
8, 2007. Through the scoping process, which included both agency consultation pursuant to
Public Resources Code section 21080.4(a) and CEQA Guidelines section 15082, and early public
consultation pursuant to CEQA Guidelines section 15083, the City identified the range of
actions, alternatives, mitigation measures, and significant effects to be analyzed in depth in the
Draft EIR, and eliminated from detailed study issues found not to be important.
(b) The City Council finds that the Final EIR identifies no significant or
potentially significant adverse impacts in the areas of agricultural resources, energy, mineral
resources, population and housing, and recreation.
(c) The City Council hereby finds, determines, and declares that it has reviewed
the Draft EIR and the Final EIR with respect to the areas of potential impact set forth above, and
finds that the conclusions of the Draft EIR and Final EIR are supported by substantial evidence
in the record, including the detailed descriptions of potential impacts contained in the Draft EIR,
and the additional information and analysis contained in the Final EIR. The City Council further
finds that no evidence has been introduced that would tend to call into question any of the
conclusions of the Draft EIR or the Final EIR with respect to such impacts. The City Council
has independently exercised its judgment to conclude that each of the above impacts is less-than-
significant or no impact, and therefore requires no mitigation except as embodied in the Project.
SECTION 6. Significant Impacts that Can be Avoided or Mitigated to a Less-Than-
Si~ificant Level.
The Draft EIR and the Final EIR concluded that the Project would result, in
potentially significant environmental impacts in the areas listed below. Through the imposition
of the identified mitigation measures, the identified potentially significant environmental impacts
will be reduced to less-than-significant impacts.
(a) Aesthetics (Visual Resources).With respect to project-related aesthetic
(visual) resource impacts, the EIR concludes that:
the preliminary designs for project Options A and B remain conceptual; architectural and
landscape design details for the ultimately selected project option would be finalized in
consultation with the City’s Architectural Review Board (ARB) and Director of Planning and
Community Environment;
the character of the preliminary design concept for both project Options A and B is generally
consistent with Palo Alto Comprehensive Plan policies calling for new two- to three-story
infill structures in the Cal-Ventura neighborhood that are compatible with the neighborhood
and adjacent structures and that minimize the negative visual impacts of parking lots by
locating parking underground (Option A) or in above-grade parking levels behind the main
building (Option B);
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NOT YET APPROVED
¯with appropriate architectural and landscape design refinements, the new PSB facility could
contribute positively to the visual character of the surrounding Cal-Ventura area;
however, at the current conceptual design phase, when the ultimate design option has not yet
been selected and important architectural and landscape design details for the selected option
have not yet been finalized, it is assumed in the EIR that the general character and the special
security needs of the project could result in a final building design that may appear massive,
monotonous or severe;
in this light, until project exterior architectural and landscape design details are finalized to
ARB and Director of Planning and Community Environment satisfaction, it is assumed that
the project may have a significant adverse visual compatibility impact on the surrounding
neighborhood;
therefore, Mitigation Measure 4-1 provides that during the rigorous design review process that
would be required to finalize the project architectural and landscape design, particular attention
shall be given to incorporation of design interest sufficient to avoid the perception of excessive
building mass and monotony or an overly fortified PSB facility appearance, plus incorporation of
PSB project Park Boulevard streetscape treatments which are coordinated with the planned
nearby Park Plaza mixed use project (195 Park Boulevard) street treatment details to visually
unify and distinguish the local segment of Park Boulevard.
The EIR also identifies design mitigations warranted to address:
the potential for PSB rooftop antenna equipment visual impacts on upper floor views from
nearby existing and planned three-to-four-story residential and office and residential uses
(Mitigation Measure 4-2);
the potential for adverse PSB facility impacts on views from nearby residential neighborhood
vantage points along the north side of Alma Street and on the southbound Colorado Avenue
approach to Alma Street (south of Emerson Street) (Mitigation Measure 4-3); and
the potential for PSB facility exterior lighting impacts on nighttime views, including night
sky views, from surrounding street and nearby residential vantage points (Mitigation
Measure 4-4).
The EIR also concludes that the shadow impacts of the two-to-three-story PSB facility on
surrounding residential and office structures would be less-than-significant.
(b) Air Quality. With respect to air quality, the EIR finds that:
¯the long-term impact of new PSB facility operation, including emergency generator testing
and vehicular traffic effects, on local and regional air quality would be less-than-significant;
but
071114jb 0130236
6
NOT YET APPROVED
project construction activities, including demolition of the existing on-site small office
building and site clearing and excavation, could generate potentially significant temporary
emissions (dust) impacts.
The EIR identifies common construction period dust control measures to mitigate this potential
impact (Mitigation Measure 5-1).
(c) Cultural Resources. Regarding project impacts on cultural resources, the EIR
concludes that under City Comprehensive Plan policies, retention of a qualified archaeologist is
warranted in the project case (excavation activity more than five feet below the ground surface in
an area of identified "Moderate Sensitivity" for potential discovery of unrecorded archaeological
resources) to monitor City-approved on-site excavation activities and, in the event that
subsurface archaeological resource is encountered, evaluate and properly record and report the
find, and undertake any other prescribed mitigations, including measures set forth in the City’s
Cultural Resource Management Program, before construction activities are resumed (Mitigation
Measure 7-1).
(d) Hazards and Hazardous Materials. The EIR includes the following findings
regarding potential project hazardous materials exposure impacts:
contaminated groundwater has migrated beneath the project site and vicinity, via a local
groundwater plume, from past upgradient R&D and manufacturing land uses; in addition, it
is possible that one or more dormant underground fuel storage tanks may remain beneath the
site;
as a result, project Option A and, to a lesser extent (less excavation), Option B construction
period excavation activities and long-term use of the new PSB facility, could expose
construction personnel and future PSB occupants to hazardous levels of chemicals in
underlying soil, groundwater and/or vapors that may migrate into the structure from
underlying soil vapor or groundwater contamination;
prior to City issuance of any project grading or building permit: (1) the Human Health Risk
Assessment and O&M that has been prepared for the selected project design option
specifying design and operational measures to ensure long-term mitigation of vapor intrusion
(e.g., a vapor mitigation system such as an impermeable vapor barrier and ventilation
provisions coupled with a long-term Operation and Maintenance Plan) shall be reviewed and
approved by the Regional Water Quality Control Board (RWQCB) and Santa Clara County
Department of Environmental Health as required; and (2) a Site Management Plan
(construction period worker and public protection and possible dewatering needs) shall also
be prepared and shall be reviewed and approved by Santa Clara County Department of
Environmental Health (Mitigation Measure 8-1);
Option A-related demolition of the existing small on-site office building could disturb
hazardous building materials (asbestos- or lead-containing materials, etc.) that could expose
construction workers and the public to associated health hazards; and therefore associated
mitigation requirements, including specific asbestos removal, pre-demolition abatement,
071114jb 0130236
7
NOT YET APPROVED
BAAQMD notification protocol, and CalOSHA notification protocol would be required
(Mitigation Measure 8-2); and.
The project site is potentially subject to inundation during high intensity storm events that
exceed the capacity of the City’s existing local storm drain system and the design of the
project grading plan and garage ramp design shall take into account this flooding potential
and include design features that will preclude excess storm runoff from entering the PSB
(Mitigation Measure 8-3).
(e) Land Use and Planning. The EIR concludes that:
the proposed project (Option A or B) would not adversely affect overall existing or planned
land use patterns, or be incompatible with adjacent existing or planned land uses or with the
general character of the Cal-Ventura area; and
the proposed project (Option A or B) would represent a compatible infill use generally
consistent with pertinent City Comprehensive Plan land use policies for the Cal-Ventura
area.
(f) Noise. The EIR includes the following findings with respect to PSB project noise
implications:
¯police calls throughout Palo Alto would continue to be initia!ly responded to by cars already
on patrol in the City’s four existing police service quadrants rather than from the new PSB
station location;
¯therefore, there would be no significant new or changed noise impact associated with
emergency car dispatch;
given the high existing ambient noise levels at the project site resulting from existing
vehicular traffic on the Oregon Expressway and Alma Street, project vehicular access and
parking activities would have no significant noise impact;
Option A (two-story PSB) and Option B (three-story PSB) would both add a small overall
noise reflection area to the Caltrain frontage, but any related train noise reflection would not
measurably increase noise levels in residential areas along and east of Alma Street;
standard mechanical equipment and emergency generator testing noise-abating specifications
would ultimately be incorporated into the final project design to keep noise from these
project components below existing ambient noise levels at the nearest "sensitive receptor"
(upper residential stories of planned Park Plaza project at 195 Page Mill Road), but until
actual noise specifications are verified to City satisfaction by a qualified acoustical specialist,
potentially significant nighttime noise impacts are assumed (Mitigation Measures 10-1 and
1.0-2);
¯there would be no other significant sources of project operational noise;
071114jb 0130236
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comparison of measured existing ambient noise levels on the project site, which are relatively
high due to Oregon Expressway and Alma Street traffic, with City Comprehensive Plan-
established land use/noise compatibility standards, indicates a potentially significant project
exposure impact;
a detailed acoustical analysis would therefore be required to formulate adequate noise
insulation and other PSB structural noise control specifications to City satisfaction (i.e., to
maintain an acceptable interior PSB noise level) (Mitigation Measure 10-3);
¯project short-term building demolition and construction activity noise impacts on adjacent
and nearby existing and anticipated residential uses could also be significant; and therefore
PAMC-based construction scheduling, noise level limitations, and signage requirements are
cited and other measures are identified in the EIR to minimize these potential short-term,
construction period impacts (Mitigation Measure 10-4).
(g) Transportation and Parking. The EIR includes the following findings with respect
to project transportation and parking impacts:
based on detailed, independent engineering analysis by the EIR transportation consultant of
the local and regional roadway network serving the project site under both existing and future
cumulative conditions, including six "study intersections" and two "study freeway segments"
most likely to be affected by the new PSB facility, it has been determined that the project
would have a less-than-significant impact on local roadway operation;
however, the currently proposed conceptual site plans for both Options A and B include
driveway access characteristics and deficiencies that present potentially significant
operational safety concerns;
project design revisions and other measures to mitigate these potential driveway access
impacts are therefore recommended including, for Option B, turning movement controls and
traffic calming measures along the adjacent unnamed street to the satisfaction of the City
Traffic Engineer (Mitigation Measures 11-1, 11-2 and 11-4);
police calls throughout Palo Alto would continue to be initially responded to by cars already
on patrol in the City’s four existing police service quadrants rather than from the new PSB
location;
commute period traffic congestion, including intermittent congestion at the Page Mill~ark
Boulevard intersection and Page Mill Road yield-controlled on-ramp connection to the
eastbound Oregon Expressway, would therefore continue to have little effect on the Police
Department’s ability to respond to an emergency call;
currently proposed Option A and B parking provisions for staff, volunteers and visitors may
not be adequate to accommodate estimated maximum on-site demand after all planned police
personnel expansion;
071114jb 0130236
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NOT YET APPROVED
therefore, there may be intermitted periods of difficultly in finding on-site garage space, and
in particular, there may be minimal on-site parking availability during any scheduled
weekday community room events; and
as a result, community room events involving potentially high non-PSB personnel attendance
would need to be scheduled after hours or before 8:30 AM, or limited in non-PSB personnel
attendance (Mitigation Measure 11-3).
SECTION 9. Significant and Unavoidable Impacts.
The Final EIR identifies the following potentially significant impacts that cannot be
fully avoided or substantially lessened by the above-referenced mitigation measures.
(a)
that:
Biological Resources. With respect to biological resources, the EIR concludes
the proposed Option A design would require removal of a PAMC defined "protected tree"
(the existing Valley Oak at the center of the project site);
Valley oak tree #431 would be permissibly removed because the structural integrity of the
tree cannot be sustained for a 30-year period, based on a technical study of the tree and
planning arborist opinion. The 30-year limitation of the tree is not based solely on state of
health, but the structural integrity of its parts. While the tree is not at imminent risk of failure
at this time, it is the planning arborist’s professional opinion that one or more parts of the tree
would be expected to fail over a 30-year time frame, due to irreversible internal decay and
weakening trunk strength. To prevent risk of catastrophic failure in proximity to a high use
area, removal is permissible as a dangerous tree under PAMC Chapter 8.10.050 (d)(1). In
such cases, approval shall be conditioned upon replacement in accordance with the standards
in the City’s Tree Technical Manual. (Chapter 8.10.050 (d)(2).
the proposed Option B design would not require removal of the "Valley Oak," would not
substantially intrude into the drip line of the Valley Oak, and would minimize damage to the
tree’s root structure. However, to prevent potential security risks, which are outside the scope
of CEQA review, it may nevertheless be advisable to remove the Valley Oak.
Thus, to mitigate the "protected tree" removal impact, the EIR indicates that, pursuant to the
City’s Tree Preservation and Management Regulations and Tree Technical Manual, a Tree
Removal Permit application and associated tree removal and replacement plan must be
submitted for review and approval by the City Planning Department Arborist, ARB, and
Planning Commission (Mitigation Measure 6-1) The EIR indicates that implementation of
this measure would achieve project compliance with the City requirements for removal of a
"protected tree" but, nevertheless, loss of a "protected tree" would still occur and would
represent a "significant unavoidable biological resources impact," requiring a statement of
overriding considerations pursuant to CEQA Guidelines section 15093 (Statement of
Overriding Considerations).
071114jb 0130236
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NOT YET APPROVED
SECTION 10. Analysis of Alternative Proiects.
The City Council certifies that the Final EIR describes a reasonable range of
alternatives to the Project, or to its location, which could feasibly obtain the basic objectives of
the Project, and that the City Council has .evaluated the comparative merits of the alternatives
and rejected them in favor of the proposed Project as summarized below:
(a) Alternative 1: No Project (Current Site Status). As required by the CEQA
Guidelines, this alternative assumes that construction of the proposed new PSB project at the
BRTF-selected Park Boulevard/Page Mill Road site would not occur; Palo Alto Police
Department, emergency operations center and 911 communications center operations would
remain at their current downtown City Center location, and the 1.63-acre project site would
remain in its present underutilized condition.
(b) Alternative 2: Full Site With Tree Retention, Two Stories Above Grade, One
Parking Level Below Grade. This alternative assumes implementation of a new approximately
50,000-square-foot PSB facility similar to proposed Project Option A--i.e., utilizing all three
project site properties (the full 1.63 acres), but incorporates a fundamental redesign of the above-
and below-grade layout, plus other measures as necessary to avoid the loss and protect the long-
term health of the existing Valley Oak at the center of the project site, and thereby mitigate the
associated project biological resources impact (Impact 6-1: Project Option A Tree Removal
Impact) identified in chapter 6 of this EIR.
(c) Alternative 3: L-Shaped Property Only (With Tree Retention), Two Stories
Above Grade, Two Parking Levels Below Grade. Alternative 3 assumes implementation of a
new approximately 50,000-square-foot PSB facility similar to proposed project Option B--i.e.,
confined to the 1.27-acre L-shaped property at 2785 Park Boulevard and 0.04-acre corner-piece,
but rather than the three-story (four parldng-level) all above-grade design approach reflected in
Option B, Alternative 3 would consist of a two-story above .grade PSB structure and two below-
grade parking levels.
(d) Alternative 4: Full Site With Tree Removal, Three Stories All Above Grade.
Alternative 4 assumes implementation of a new approximately 50,000-square-foot PSB facility
similar to the proposed project Option A--i.e., utilizing all three project site properties (the full
1.63 acres), but with revisions to achieve an all-above-grade design in order to mitigate project
hazard impacts associated with underlying soil and groundwater contamination (Impact 8-1:
Potential Exposure to Soil and Groundwater Contamination--Options A and B). The Alternative
4 design includes three stories, all above grade, including a first story parking level topped by
second and third story PSB levels.
(e) Alternative 5: PSB on Alternative Sites. Section 15126.6 of the CEQA
Guidelines indicates that the EIR evaluation of alternatives may include alternatives to the
prqject’s proposed location. This alternative assumes that, similar to the proposed project, the
Palo Alto Police Department, emergency operations center, and 911 communications center
operations would be relocated from their current downtown City Center location to a new
location, but to another of the four PSB relocation "final site options" previously identified by
071114jb 0130236
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NOT YET APPROVED
the City, from which the current Park Boulevard site was selected by the City’s PSB Blue Ribbon
Task Force (BRTF) as most preferable. The other previously-identified final site options were:
¯City Center (reuse of the southernmost portion of the downtown City Center block now
occupied by the Police Services wing),
¯California Avenue Area (use of the two City-owned parking lots bound by Park Boulevard,
Ash Street, Sherman Avenue and Jacaranda Lane), and
620 Bryant Street (use of the property directly across Bryant Street from the existing City
Center between Forest Avenue and Hamilton Avenue, comprised of City Parking Lots E and
G and an adjacent privately-owned parcel, to develop a new "turn-key" PSB facility plus
adjacent 3-level parking structure).
(f) Alternative 6: PTOD Residential Development Alternative. Alternative 6
assumes that the project site would be rezoned to Pedestrian-Transit Oriented Development
(PTOD) and developed with a residential project similar to the 27-unit townhouse concept
described in an August 2006 application submitted by the owner of the 1.27-acre L-shaped
portion of the project site (2785 Park Boulevard), but expanded to also encompass the other two
project site parcels (the 0.32-acre triangular parcel at 2747 Park Boulevard and the 0.04-acre
City-owned comer piece) and increased in density to better reflect the intent of the PTOD zone.
Assuming use of the full 1.63-acre site, rezoning of the property to PTOD, and development with
a PTOD zone-permitted multiple family residential use at a PTOD-permitted maximum density
of 40 units/acre and maximum building height of 40 feet, Alternative 6 consists of a four-story
multiple family residential complex of up to 65 units with 60 to 70 offstreet parking spaces.
SECTION 11. Feasibility of Project Alternatives
Based on the comparative evaluation in chapter 13 of this EIR, it has been determined
that all of the alternatives would result in similar or slightly less levels of environmental impact
than the proposed project. The differences between Alternatives 2, 3, 4 and 5 in terms of overall
environmental effects are not substantial. Of the four, the California Avenue site option under
Alternative 5, followed by the 620 Bryant Street and existing Civic Center site options, may
result in the least adverse combination of environmental impacts, i.e., may be the
"environmentally superior" alternative. However, as described in section 3.2.2 of this EIR, of the
four "finalist" site options selected out of an initial 28 candidate sites, the proposed project site--
i.e., the Park Boulevard site option--was determined by City staff and the PSB Blue Ribbon Task
Force (BRTF) to be preferable to the California Avenue, 620 Bryant Street and Civic Center site
options based on full and reasonable consideration of a combination of environmental,
community response and other feasibility considerations, and the conclusion that, of the three,
the Park Boulevard site:
¯was the most centrally located and closest to arterials;
¯was the least physically complex and encumbered, and
¯enables the most rapid construction schedule.
12
071114jb 0130236
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SECTION 12. Statement of Overriding Considerations.
(a) As set forth elsewhere in this Resolution, the City Council has found (and the
Final EIR concludes) that the proposed Project, even with incorporation of all feasible mitigation
measures and consideration of alternatives, will potentially result in significant, unavoidable
biologic impacts to the extent Valley Oak Tree #431 will be removed. While the tree is not at
imminent risk of failure at this time, it is the planning arborist’s professional opinion that one or
more parts of the tree would be expected to fail over a 30-year time frame, due to irreversible
internal decay and weakening trunk strength. While the preferred one site option attempts to
retain the tree, the future viability of the tree cannot be assured by the selection of this option.
Accordingly, the City Council finds that the unavoidable environmental impact of the Project is
acceptable when balanced against the benefits of the project, even after giving greater weight to
its duty to avoid the environmental impacts, and to protect the environment to the maximum
extent feasible. This determination is made based upon the following factors and public benefits
which are identified in the Final EIR and record of proceedings:
1. The June 19, 2006 Blue Ribbon Task Force Report (BRTF Report) concluded that
the City’s current facility which houses the Police Department, the Emergency Operations
Center and the Emergency 911 Communications Center was built before current earthquake
building codes were set and that the current facility no longer meets the standards established for
buildings that provide essential services. Further, the BRTF Report identified several
deficiencies of the City’s current facility including, limitations on its technical capacity to handle
hi-tech crime, ability to assure the integrity of the chain of custody of evidence, and capability to
provide for the security of those who work there. The new facility will address these
deficiencies identified in the BRTF Report in that the proposed facility will be designed in
compliance with current seismic codes, will incorporate current "essential services" building
requirements and will have a state of the art environment.
2. The Council finds that the Park Boulevard location best advances the priorities
identified in the BRTF Report of emergency preparedness, preserving public safety,
safeguarding justice and stewardship of taxpayers’ funds. The BRTF concluded that it was more
cost effective to construct a new PSB than to retrofit the existing facility. The BRTF surveyed
28 candidate sites within the City and ultimately determined that the Park Boulevard site was the
first choice based on the following site suitability criteria established by the BRTF:
¯the need for an adequate site size to provide for identified building space needs and
associated parking needs
¯the need for adequate ground stability;
¯the need for good site access (on at least two sides);
¯the need for proximity to related pubic safety and administrative functions;
¯the need for a centralized location to enhance community service abilities;
¯the need to avoid sites that may place excessive burdens on existing surrounding
residential or commercial neighborhoods; and
¯the need to avoid sites that may involve unduly high costs of construction, parking,
environmental mitigation or operations;
¯was the most centrally located and closest to arterials;
13
071114jb 0130236
NOT YET APPROVED
¯was the least physically complex and encumbered, and
¯enables the most rapid construction schedule.
In addition, the proposed project has been downscaled to fit on the L-sized parcel in order to
minimize site acquisition and construction costs. The benefits associated with the Park
Boulevard location outweigh the impact caused by removal of the tree.
3. The presence of an adjacent tree creates a potential spot for a sniper or similar
threat to locate thereby creating an unwarranted security risk. Given the essential services
designation of this facility, all efforts to mitigate potential security risks must be taken. The
Council finds given the state of the tree as detailed in Section 9 above, the minimization of a
potential security threat is outweighed by any impact associated with the removal of the tree.
(b) The City Council hereby finds, determines, and declares that each of the
overriding considerations set forth above constitutes a separate and independent ground for
finding that the benefits of the Project outweigh its unavoidable impacts.
INTRODUCED AND PASSED:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
ATTEST:
City Clerk
APPROVED AS TO FORM:
Senior Asst. City Attorney
APPROVED:
Mayor
City Manager
Director of Planning and Community
Environment
071114jb 0130236
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Attachment C
ORDINANCE NO.
ORDINANCE OF THE COUNCIL OF THE CITY OF PALO ALTO AMENDING
THE BUDGET FOR THE FISCAL YEAR 2007-08 TO PROVIDE ~
ADDITIONAL APPROPRIATION OF $436,000 TO CAPITAL IMPROVEMENT
PROGRAM (CIP) PROJECT PE-98020, PUBLIC SAFETY BUILDING
The Council of the City of Palo Alto does ordain as follows:
SECTION i. The Council of the City of Palo Alto finds and
determines as follows:
A. Pursuant to the provisions of Section 12 of Article
III of the Charter of the City of Palo Alto, the Council on
June i!, 2007 did adopt a budget for fiscal year 2007-08; and
B. In fiscal year 2006-07, the City Council appropriated
$i,000,000 for CIP Project PE-98020, Public Safety Building
(Project) to cover the costs of the preliminary design of a
public safety building and its associated parking garage, and
an Environmenta! Impact Report (EIR) certification; and
C. In fiscal year 2007-08 adopted budget, the City
Council approved another appropriation of $600,000 for the
additiona! funding of the Project; and
D. In June 2006, the Council accepted and approved the
Public Safety Building Blue Ribbon Task Force recommendations
to consider a new Public Safety Building at a two-parcel, 1.51
acre site located on Park Boulevard; and
E. In July ii, 2007, the draft EIR was released beginning
the 45 day public comment period. A public hearing with the
Planning and Transportation Commission (P&TC) was held to
obtain comments on the adequacy of the draft EIR for two
options: Option A) a two story building design concept using
the two parce!, 1.5!-acre site; and Option B) a design concept
similar to Option A, but using only the one parcel, !.21-acre
reduced site; and
F. On November 19, 2007, the City Council approved a
purchase option agreement (Agreement) with Essex Park
Boulevard, LLC to acquire real property !ocated at 2785 Park
Boulevard. The Agreement grants the City an option to purchase
the property for a fixed amount of $i0,900,000. The agreement
provides for an option payment in the amount of $436,000 upon
execution of the Agreement and monthly payments in the amount
of $36,333 beginning on the thirteenth month of the option
term. The option payments are nonrefundable, but wil! be
credited against the purchase price of $i0,900,000. The City
may exercise its option at any time during the option term by
providing Essex with a 30-day written notice, setting forth
the c!osing date of the purchase. The City may also terminate
the option upon at least 30 days written notice; and
G. The existing appropriation balance of the Project is
not sufficient to cover for the payment of the first of the
thirteen option payments in the amount of $436,000 mentioned
in Section F; and
H. The General fund Budget Stabilization Reserve will
provide the needed funds of $436,000; and
i. City Council authorization is needed to amend the
2007-08 budget to make available the funds needed for CIP
Project PE-98020, Public Safety Building.
SECTION 2. The sum of Four Hundred Thirty Six Thousand
Dollars ($436,000) is hereby appropriated to CIP Project PE-
98020, Public Safety Building.
SECTION 3. Revenue in CIP Project Number PE-98020, Public
Safety Building is hereby increased by a transfer from the
General Fund Budget Stabilization Reserve in the amount of
Four Hundred Thirty Six Thousand Dollars ($436,000).
SECTION 4. The General Fund Budget Stabilization Reserve
is hereby reduced by Four Hundred Thirty Six Thousand Dollars
($436,000) to Twenty Three Million One Hundred Ninety Eight
Thousand Eighty Two Dollars ($23,198,082) as shown in Exhibit
A.
SECTION 5. As specified in Section 2.28.080(a) of the
Palo Alto Municipal Code, a two-thirds vote of the City
Council is required to adopt this ordinance.
SECTION 6. As provided in Section 2.04.330 of the Palo
Alto Municipal Code, this ordinance shal! become effective
upon adoption.
SECTION 7. On November 19, 2007, the City Council adopted
a resolution certifying the Final Environmental Impact Report
(FEIR) for the Public Safety Building Project, Adopting
Mitigation Monitoring and Reporting Program and Statement of
Overriding Considerations.
INTRODUCED AND PASSED:
AYES:
NOES:
~STENTIONS:
ABSENT:
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
APPROVED:
Mayor
City Manager
Director of Administrative
Services
Director of Public Works
City of Palo Alto
Exhibit A
Budget Amendment Ordinances Impacting General Fund Reserves Approved-To-Date in 2007-08
BAO Description
Balance - July 1, 2007 (audited balance)
07-08 Net change to reserve-adopted budget
2007-08 Projected ending balance before BAO’s
Cost Revenue
Placeholders
Already in the
2007-08 Adopted
Budget
Impa~ onthe
GeneralFund
BSR
$27,480,000
$525,000
$28,005,000
BAOs before midyear change:
BAO C~ SD-06102 (Loan to Storm Drainage Fund)
BAO CIP AS-08000 (Acquisition of Los Alto Tratment Plant Site)
BAO CIP PE-98020 (Public Safety Building)
(S1,700,000)
($2,670,918)
(S436,000)I
Estimated Future
Year Ongoing
Costs
BSR Balance After BAO’s I $23,198,082
ATTACHMENT D
CityWorks
Description: This project which includes a Public Safety Building and
associated parking garage is under design and environmental review with
public hearings scheduled in December 2007 for the Fina! Environmental
Impact Report certification. Public outreach, bond counsel, and further
development of the design and cost estimates will need to be developed to
35 percent prior to the anticipated bond election in Summer 2008.
Justification: Based on standard space guidelines and current codes, the
Police Department facility is operationally and technologically deficient.
City Council has directed staff to have a proposed Public Safety Building
project ready for a potential bond election. The preliminary design work
will need to be completed prior to the possible bond election.
Supplemental Information: The site and the size of the facility is based
on the recommendation by the the Police Building Blue Ribbon Task Force
(PBBRTF).
At the March 6, 2006 City Council meeting, Council directed staff to have
a Public Safety Building project ready for a public vote for potential
general obligation bond financing.
PY Budget I $1,916,233
PY Actuals as of 12/31/2006 $869,129
ClP FACTS:
¯ Continuing
o Project Status: Design
¯ Timeline: FY 2007-2009
¯ Overall Project Completion: 0%
¯ Percent Spent: 45.36%
¯ Managing Department: Public Works
¯ Comprehensive Plan: Policy C-24,Program C-
19
° Board/Commission Review: ARB, PTC,
PBBRTF
IMPACT ANALYSIS:
¯ Environmental: An EIR will be completed.
¯ Design Elements: Review by ARB.
o Operating: TBD
¯ Telecommunications: TBD
Pre-Design Costs
Design Costs
Construction Costs
Other
Total Budget Request
Revenues:
Source of Funds:
Council Policy Direction:
$1,036,000
$1,036,000
$1,036,000
$1,036,000
Infrastructure Reserve (with reimbursements from Budget Stabilization Reserve: $436,000)
1. Project is not in planned General Fund IMP and/or does not have identified funding
source.
2. Project will require an Environmental Impact Review.
3. Project may require voter and/or property owner approval.
4. Project is a Council Top 4 priority,
2007-09 Budget City of Palo Alto 67
ATTACHMENT E
November 14, 2007
Palo Alto Public Safety Building Environmental Impact Report
FINAL EIR ERRATA
At the request of the Planning and Transportation Commission (PTC), the following Final
EIR "errata" has been prepared.
Post-Earthquake PSB Access Assurance. The Final EIR describes the results of a
feasibility-level geotechnical investigation completed for the PSB project by a
professional engineering geologist that concluded that ’~the [PSB] site may be developed
as proposed" and.’"[he proposed Palo Alto Public Safety Building is feasible from a
geotechnical perspective," and acknowledging that "construction of this project should
not go forth without completion of a design-level geotechnical investigation." The PTC
has asked staff to ensure that this post-EIR geotechnical investigation and engineering
specification process include full consideration of the need for adequate and reliable
PSB patrol vehicle ingress and egress, including sufficient Sheridan Avenue structural
integrity, in the event of an earthquake-induced collapse of the nearby Oregon
Expressway retaining wall.
Park Boulevard Bicycle and Pedestrian Safety. The PTC has asked staff to ensure
that the issue of potential bicycle and pedestrian safety conflicts involving PSB patrol
vehicle traffic, especially safety issues associated with patrol cars crossing Park
Boulevard bicycle lanes and the convergence of bicycle, pedestrian, and patrol car
movements at the Park Boulevard/Sheridan Avenue and Park Boulevard/Page Mill Road
intersections, be fully considered and addressed during the post-EIR PSB design review
process.
Community Room Parking. Given that parking adequacy is a convenience rather than
an environmental impact issue, the PTC has requested that the need for adequate
community room parking be adequately considered and addressed during the post-EIR
PSB design review process (the Final EIR indicates that the current conceptual PSB
design offstreet parking provisions could be approximately 40 to 45 spaces short if and
when maximum use of the PSB community room [approximately 75 people] occurs
during the PSB midday peak parking demand period).
Clarification Regarding Previous GM(B) Zoning of Project Site. The PTC requested
that the following clarification regarding previous project site zoning be included in the
Final EIR errata:
Prior to 2005, the project site was zoned GM(B), General Manufacturing Combining
(overlay) District. The (B) overlay was intended for application to GM-zoned parcels in
high traffic volume areas, including the project vicinity, to limit permissible uses to less
traffic-generating activities--i.e., to prohibit more employment-intensive (high traffic-
generating) GM uses such as administrative offices and research and development.
Subsequently, the 1998 Comprehensive Plan designated the project vicinity near the
California Avenue Multi-Modal (Caltrain) transit station, including the project site, as a
transit-oriented area appropriate for residential and mixed use development. Given the
intent of this more recent Comprehensive Plan designation, the City Council in 2005
deleted the (B) combining district designation and subsequently applied a new
C:~Documents and Settings~jbilluptLocal Set~ngs~Temporary Intemet File~OLK142111-13-07 errata document - 659 (2).doc
Pedestrian Transit Oriented Development (PTOD) combining district designation to
those previously-zoned GM(B) parcels, including the project site,
The PSB project is a unique use, however, that is not as employment-intensive as a
more conventional administrative office uses and is therefore generally consistent with
the lower traffic-generating uses prescribed by the previous GM(B) zoning.
Revisions to Project Option A Tree Removal Impact Language. The City’s Planning
Division Arborist has requested that the following revision to the description of Impact 6-
1: Project Option A Tree Removal Impact regarding the necessary permissive tree
removal finding be included in the Final EIR errata:
Removal of the Valley Oak (tree #431) would be permissible because the structural
integrity of the tree cannot be justified for a 30-year period, due to irreversible intemal
decay and weakening trunk strength, based on a technical study of the tree and the
opinion of the City’s Planning Division Arborist.
In addition to the state of health of the tree, the 30-year period determination is based on
the structural integrity of its parts. While the tree is not at imminent risk of failure at this
time, it is the Planning Division Arborist’s professional opinion that one or more parts of
the tree would be expected to fail over a 30-year time frame, due to irreversible internal
decay and weakening trunk strength. To prevent the risk of catastrophic failure in
proximity to a high use area, removal of tree #431 is permissible as a dangerous tree
under Palo Alto Municipal Code (PAMC) Chapter 8.10.050(d)(1). In such cases,
approval shaft be conditioned upon replacement in accordance with the standards of the
City’s Tree Technical Manual [PAMC Chapter 8.10.050(d)(2)]. Without adequate
replacement, in accordance with the Tree Technical Manual, Option A would be
inconsistent with Palo Alto Comprehensive Plan biological resources protection policies
(Policies N- 14 and N- 16) and PAMC tree protection provisions (PAMC Chapter 8.10).
This possible tree protection policy inconsistency represents a potentially significant
adverse impact on biological resources.
PTC Study Session Preceding Design Review. The PTC has requested that staff
schedule a future PTC study session on proposed post-EIR PSB design refinements
prior to final Architecture Review Board review in order to identify any remaining design
issues to be considered by the Board.
C:~Documents and Settings£billupV_ocal Settings~Ternporary Internet FiIe~OLK147311-13-07 errata document o 659 (2).doc
ATTACHMENT F
FEIR FOR PUBLIC SAFETY FACILITY
(DISTRIBUTED UNDER SEPARATE COVER)
ATTACHMENT G
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Planning and Transportation Commission
November 7, 2007
Verbatim Minutes
EXCERPT
Palo Alto Public Safety Building Proiect Final EIR: Planning and Transportation
Commission recommendation regarding the adequacy and completeness of the Final
Environmemal Impact Report (FEIR) for the Palo Alto Public Safety Building Project Final EIR.
This item is tentatively scheduled for City Council hearing on Monday, November 19, 2007.
Ms. Julie Capor~no. Chief Plannin~ and Transportation Official: Yes. First of all I am going to
introduce Elizabeth Ames who is our Senior Project Engineer responsible for the project and
John Wagstaff who is the Environmental Consultant who prepared the EIR for the City.
I just want to give a little bit of background. On August 22 as all of you will recall we had a
hearing on the Draft EIR. So tonight we are not going to rehash all of the issues that were
addressed in the Draft EIR because you have all that information, you have seen that. What we
wanted to do is focus on any changes that have been made to the project and on how we have
addressed the issues that were raised and the comments that were received on the EIR.
So Elizabeth is going to give you a brief overview of the project. Since we came to you in
August we now have a preferred project option and she is going to describe that option. Then
John is going to give you an overview of the FEIR focusing on the key issues and the revisions
to the EIR resulting from the public comments. As you probably recall the Planning
Commission provided the bulk of the EIR comments. With that I will turn it over to Elizabeth.
Chair Hohnan: Elizabeth, if I might before you speak, I neglected to mention that in this room
there are audio challenges. So whenever any consultant, staff member, or member of the public
is going to speak if you could make sure that you have the microphone. Also, for
Commissioners, if we could please remember and refrain from rustling papers and speaking over
each other and whispering because all that stuff can be picked up on the microphones and then it
makes minute transcription very, very difficult. So if we can be on best behavior that will help
everything along. So Elizabeth, sorry for the interruption.
Ms. Elizabeth Ames, Public Works, Senior En,~ineer: Thank you. Thank you for having us
tonight. I am the Project Manager for this project. The Public Safety Building Project is a
Council priority. I am going to do a little background and project description. It was kind of a
repeat from the last meeting and then the bulk of the discussion will go to John.
Basically, the Public Safety Building is a facility that houses the Police Department, the 9-1-1
Communication, and the Emergency Operations Center. Tonight I am referring to the
PowerPoint presentation and the handout if any of you want to refer to that. I just wanted to hear
your comments on the Final EIR and a little bit on the project background. The Blue Ribbon
Task Force was appointed by the City Council and they recommended to build a new Public
Safety Building at the Park Boulevard site. They did that last year. The community benefit of
Cio, of Palo Alto November 7, 2007 Page ] of 3]
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this new facility would support the Public Safety mission objectives of the Pa!o Alto Police,
Emergency Con~nunications, and the Emergency Preparedness Providers.
The aerial map on your handout shows, it is a little small but you can read it, it is a three-parcel
site. The L-shaped 1.27 acre parcel is at 2785 Park Boulevard, the triangular .32-acre parcel is at
2747 Park Boulevard, and there is sliver at the northeast comer, there is a little typo there, but at
the northeast comer of this site there is a small .04-acre City parcel. That was based on our latest
survey information so those numbers changed slightly.
The project objectives were developed with Staff and the Blue Ribbon Task Force. That was to
provide the police emergency communications and Emergency Operations Center facilities to
better selwe the citizens of Palo Alto. We wanted to have the structure and the systems within
that building to be operational after a catastrophic event or a major seismic event. We wanted
the building to be adaptable and grow in compliance with current state codes. Of course we
wanted sustainable design and conformance with the LEED standards in leadership, energy and
environmental design standards. Hopefully we can achieve Gold Certification. We wanted it to
be compatible with the neighborhood, the building design to be flexible to adapt and grow, as the
staff is to move around on different floors, we didn’t want major remodeling. We wanted to
achieve our project budgetary and schedule goals. One of the goals schedule wise is to complete
this environmental process by the end of the year.
The current zone is General Manufacturing within a PTOD Overlay, Pedestrian and Transit
Oriented Development. The Comprehensive Plan change will be to Major Institutional and
Special Facilities. The zone change will be to Public Facilities and the PTOD is not mandatory
in this case. Below we have a zoning map that just shows the Park Boulevard parcel is parallel
with the railroad, the Joint Powers Board railroad right-of-way. Then you have Oregon
Expressway to the notM~ showing the different zoning in the area.
The EIR describes two options. The first Option A had a three parcel, the entire Park Boulevard
site of 1.63 acres with a two story building with underground parking, and that required the
removal of the oak tree. Also in the project description we had another option which was
preferred that was a two parcel, 1.31 acre total size site with a three story building, a three level
parking garage, and the oak tree remains. The preferred option was basically at Council’s
direction to proceed with the L-shaped reduced site and there was cost savings realized with that
because we didn’t have to purchase the triangular parcel. Down below on the site plan you can
see the outline of the heritage oak tree, it is kind of an oval outline in the middle of the L-shaped,
and the parking garage fronts the railroad right-of-way, the tracks which buffers a little bit of the
noise. The actual office building, the Public Safety Building, is fronting Page Mill Road and
Park Boulevard.
Now I am going to turn this over to John Wagstaff, our Environmental Consultant.
Mr. John Wa~staff. Environmental Consultant: Thank you. Good evening it is nice to be before
you again. I will begin by referring you to page five of your handouts and also for those in the
gallery I wi!l suggest that you go to page five which is the beginning of the CEQA or Final EIR
portion of the presentation.
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What is before the Commission tonight is the Final Environmental Impact Report document. By
way of background on page five there is an outline of the CEQA process that we followed that
led us to this evening. If you recall in the beginning of February, February 7, a Notice of
Preparation was first released not saying the intention of preparing an EIR, it is soliciting input
on the scope of that EIR from interested agencies and responsible agencies other than the City.
Then on February 8 we conducted a public scoping meeting in the Council Chambers to get input
or solicit input from the public on issues that they believed were important and should have
attention in the EiR process. On July 11 we released the Draft EIR, which was the
comprehensive environmental analysis of the environmental implications of the project. Under
CEQA, on July 11, that began a 45-day public review period on the Draft EIR. During that 45-
day public review period, towards the end of it on August 22 this Commission conducted a
public hearing on the adequacy of the Draft EIR. Based upon that input the public hearing
responses and suggestions from the Commission and from the public the Final EIR document
was prepared and distributed on October 31. We are having a hearing tonight on that Final EIR
and hopefully on the basis for our discussion tonight you will be able to recommend to the
Council an action on the EIR, which we hope is certification of the Final EIR as adequate under
the Environmental Quality Act.
The Final Enviromnental Impact Report documents are following the CEQA Guidelines. It
consists of two volumes, the Draft EIR that you reviewed that was distributed on July 12 and the
Final EIR document, which was distributed on October 31. The Final EIR document includes
written responses to all comments received from the public and from the Commission during the
45-day public review period as well as revisions to the Draft EIR that were warranted to
adequately respond to the comments received during that 45-day public review period.
Moving to sheet seven we have tried to highlight here some of the key, not the issues that were
addressed in the Draft EIR but we have gone here to the issues that were addressed in the
comments on the EIR and associated revisions made as a response to those comments. For
example, under Aesthetics some of the key comments that were raised had to do with view and
sunlight blockage so this is about the EIR adequacy with respect to that issue. There are also
concerns about the Draft EIR adequacy with respect to antenna impacts, concerns and questions
about the Draft EIR mitigations for building mass, and questions and requests for clarification
regarding exterior lighting implications of the project. So the Final EIR that is before you
includes our responses to those issues and associated revisions to the Draft to adequately respond
to those issues.
Under Air Quality the principal concern that was raised was with respect to the greenhouse gas
emission implications of the project and the adequacy of the Draft EIR in that regard. There are
responses to that comment in the Final EIR.
Under Hazards and Hazardous Materials a number of concerns were raised by the public and the
Commission with respect to the toxic plume beneath the site, questions regarding the general
adequacy of the EIR mitigations with respect to vapor intrusion from the underlying
contaminated ~oundwater plume, the Department of Toxic Substance Control submitted a letter
and we responded to their comments about the assurance that the vapor barrier would be
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adequate over the long.term. They essentially endorsed the vapor barrier approach but wanted to
make sure that that vapor barrier over the life of the project maintained its integrity.
There were also concerns about the adequacy or protecting the existing groundwater monitoring
wells along the Sheridan edge of the project, which are addressed in the EIR.
Finally, additional questions were raised with respect to flooding concerns in the area both with
respect to flooding at the project driveways as well as the flooding history with severe rainfall
events along the Oregon Expressway. So the Final EIR addresses responses to those comments.
Under Land Use and Security there were some questions asked with respect to the implications
of putting the Public Safety Building next to an adjacent large oak tree and next to an existing
office use and a possible future GM use replacement of that existing office use. The Final EIR
gives responses to those concerns.
There were concerns on page nine with respect to noise and the questions about the noise
reflection effects of the project building particularly with respect to how that might affect
railroad noise conditions along Alma and in the residential areas on the other side of Alma.
There were also some questions as to whether or not the project itself had any noise buffering
value and those comments are responded to in the Final EIR.
Under Transportation there were questions with respect to the Draft EIR discussions of the
project proximity to the Caltrain Station and whether and what kinds of benefits were there with
respect to reducing traffic generated by the project. There were also additional concerns raised
with respect to the Park Boulevard location of the project and the fact that Park Boulevard is a
pedestrian and bicycle corridor, a very important one, linking neighborhoods to the California
Avenue area and to the Caltrain Station and the need to make sure that the project didn’t interfere
with those pedestrian and bicycle activities. There were also additional concerns with respect to
or questions about the response time adequacy of the project at this location under peak traffic
congestion conditions.
Finally, there were a number of questions with respect to the mitigations in the EIR for the
project driveways. If you recall there was a combination of mitigation choices or alternative
choices including a possible closure of the unnamed street, traffic calming measures along the
unnamed street, or redesign the project right-of-way at the driveways themselves to address the
safety implications of those driveways that were supported on the Draft EIR. So there is an
extensive response in the Final EIR to those questions, additional questions.
Finally, and perhaps most importantly there was a lot of discussion with respect to the
alternatives component of the EIR at our last hearing before the Commission. There was a
request by the Commission to provide more clarification there, to provide improved comparisons
between Options A and B and the various alternatives, to provide a more expanded and
comparative matrix of proj ect alternatives, how each alternative compared with respect to the
various impact of the topics. So we have provided that in this Final EIR in fact, we provided a
comprehensive revised alternatives section that is included in the Final EIR that provides that
expanded comparison, expanded comparison matrix tables, perhaps a more systematic
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comparison that was asked for. We have also in response to your requests have added another
alternative, a so-called hybrid, which is a full site two story alternative with the oak tree in the
middle. We also added an appendix to the Final EIR, another matrix, that looks at all the various
component choices, permutations, that are associated with this EIR like tree removal or no tree
removal, full site or an L-shaped site, two story or three story above grade, one or two levels
below grade, convnunity room or no community room, and so forth. There is a matrix in the
appendix of the EIR that describes the various implications of all of those permutations in case
some hybrid design choice is ultimately selected by the City.
So that is kind of an overview of the project before you mad Staff wants to go over the approvals
that are before you to consider.
Ms. Caporgno: Thanks, Jolm. The final two slides are on the Next Steps required for City
approvals. I an going to take this a little bit out of order. The first one that we will be going
forward with is the City acquisition of the 1.27-acre parcel. That is scheduled to go to Council
on November 19 and then in conjunction with Final EIR. Then the next item that will go to
Council is the Council action placing a financing measure on the ballot and voter approval of the
ballot measure on preferred Option B, which we don’t know the dates but probably sometime in
the winter or spring possibly. Then the final three items that are listed there, all these items will
come to the Planning Commission before they go to Council, the change of the Comprehensive
Plan to Maj or Institution Special Facilities, rezoning of the site, and the Site and Architectural
Design Review. Those three items will come to the Planning Commission prior to going to
Council.
So tonight what we are asking is that the Planning Commission recommend to the City Council
that they certify the Final EIR for the Public Safety Building, finding it complete and adequate
under CEQA, and if the Plmming Commission has any comments we would like to hear them
now. There won’t be any discussion tonight about recommendations on options or on
alternatives.
Then finally I just wanted to mention something about noticing that had come up during the
course of yore" previous discussion on Draft EIR. I wanted to let you know that everyone who
commented on the EIR received a copy of the Final EIR, which was the responses to comments
and any changes to the EIR. We also sent the notice for tonight’s meeting to anyone v~dthin 600
feet. PAN was not notified. The Final EIR is on our website. We also sent it to anyone who had
asked to be placed on our mailing list as well as the Ventura Neighborhood Group because the
last time they had some concerns because they were not notified of this and they are outside the
600 foot radius. So hopefully we have notified everyone who has interest or concerns regarding
this project.
Chair Holman: Thank you. Commissioners, any clarifying questions? I have no cards from
members of the public. Commissioner Garber.
Vice-Chair Garber: Being that I was not at the meeting that was held on August 22 which
reviewed the DEIR are our comments tonight constrained to things that have been spoken about
at that meeting or can we speak about other things?
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Chair Holman: So I will open and close given there are no members of the public who have
turned in cards the public cormnent. Okay. So back to Commissioners.
Just to clarify the specific focus of our comments this evening well, Jutie would you like to do
that?
Ms. Caporgno: Well what we are asking the Commission is do you find this document adequate
and complete for the California Environmental Quality Act. So if you have any questions about
any remaining concerns regarding how the analysis was conducted or if you have any comments
or additional concerns regarding our responses to the comments that you raised previously or that
anyone else has raised it is the time for the Commission to ask those questions.
Ms. Caporgno: So ore" questions and comments this evening should be specifically to address
the adequacy of the responses.
Ms. Caporgno: The adequacy of the document as a whole.
Chair Holman: Yes. Conmlissioner Tuma and then Commissioner Lippert.
Commissioner Tuma: So the first thing I want to do is violate Julie’s direction and talk about the
alternatives but only to say that I was really pleased with the work that was done on this. To me
it really clarified looking at the alternatives, looking across all of the different issues that needed
to be addressed. It makes it a more useful document in analyzing not only what we have to
discuss tonight but going forward with the various different options, permutations, combinations.
So without getting into the details of what the alternatives are I just wanted to acknowledge I
thought that was just really, really helpful and thank you for doing that.
Ms. Caporgno: Can I just clarify one thing? I didn’t mean that you couldn’t discuss the
alternatives it was more of tonight’s discussion is not for the Commission to focus on
recommending an alternative it was to discuss is the analysis complete in the EIR of the
alternatives.
Chair Holman: Thank you for the clarification. Commissioner Lippert.
Commissioner Lippert: I am going to just state the elephant in the room which is when you look
at the alternative sites here these are obviously sites that the Blue Ribbon Task Force has looked
at previously but the elephant in the room is actually the site across the street which there has
been recent r.utings on subsequent to this EIR and the Blue Ribbon Task Force making their
recommendations. It is going to come up so has anybody looked at that as an alternative site
now- that it is sort of dead in the water? Well, I can give the address and talk about the specifics.
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Mr. Wa~staff: This is not the Essex site? This is some other site?
Ms. Caporgno: The Hobart site.
Commissioner Lippert: The only reason I bring it up is because it is the elephant in the room. It
is a site that has recently been ruled on as being not being able to be developed according to what
was proposed.
Mr. Don Lax’kin. Assistant City Attorney: That is not quite what the ruling was and as far as I
~know that is still plam~ed to be a housing site.
Commissioner Lippert: Okay.
Ms. Caporgno: It is my understanding that we required an EIR or additional environmental work
is required for that project. It is my understanding that the applicant still is interested in
developing the site. I don’t know where he is with plans for submitting additiona! or if we are
going to require an EIR where we are in the process for hiring that Environmental Consultant to
prepare that or just addressing the issue that was raised in the court case.
Chair Holman: Commissioner Keller, question?
Commissioner Keller: Yes. I had asked Staff a question, which was actually talking about
housing. I asked a question of Staff regarding the adjacency issue of if only one of the parcels,
which seems to be what the recommended option, the L-shaped parcel, is used and the smaller
triangular shaped parcel was not what are the adjacency issues of what might be built at the
triangular parcel. I believe Staff has an answer for me.
Ms. Caporgno: I can respond to that. The triangular shaped parcel is still currently zoned GM.
It is within the PTOD overlay area but the parcel could be developed, could come in for rezoning
for PTOD. It would go to Council and Council would make that decision. Or it could be
developed GM. It is not really a CEQA issue because I think the land use compatibility of
having a police building next to a housing site we discussed this internally and there are a lot of
police buildings next to housing sites so it is more of a design issue. The other issue that you had
raised is the fact that the site is on our Housing Inventor5,. The Housing Inventory is going to be
modified with this next Housing Element so it could remain on the Housing Inventory and be
required for housing or it could be removed. So I don’t think that having it on the Housing
Inventory precludes it from being developed in the future or that it has to be developed for the
police building or it is going to have incompatibility issues.
Commissioner Keller: Are you suggesting that when we do the revision to the Housing Element
that we can actually take sites off of it?
Ms. Caporgno: Yes. The whole inventory is up for grabs. Then the Council will make a
decision on that inventory. There were housing sites that were on the previous inventory that
were dropped the last time. So happens.
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Mr. Larkin: With the caveat that we have to identify adequate housing sites.
Ms. Caporgno: Correct.
Commissioner Keller: Alternative housing sites.
Ms. Caporgno: Correct. We have to have sufficient housing sites but they don’t have to be the
same ones.
Commissioner Keller: Thank you that is a helpful thing that I was not aware of.
One thing that would be helpful for me because one of the questions I asked was with respect to
traffic circulation, one thing that would be helpful for me is I guess there is a guideline on Figure
3-10 or 3-11 that sort of gives the layout on the proposed option with the patrol vehicle entry and
the staff vehicle entry. What I am trying to understand is how do you envision the traffic going
around this block? It is hard to follow the number of the pages on here and that was kind of
confusing too. I am sort of wondering which way you expect traffic to flow so that how do cars
get to and from the rest of Palo Alto to the staff entry and the patrol entry, expecting them to go
up Sheridan? You have ulmanaed street and Page Mill. So it would be helpful for each of these
entry and exit points to tell where you expect traffic to go from there elsewhere. Does that make
sense? Do you understand my question? Thank you. If you could use the microphone because
we can hear you in the room but it is being recorded and transcribed and they can’t hear you if
you don’t hold the microphone up to your mouth.
Mr. Wa~staff: Commissioner Keller, I believe there are diagrams in the Draft EIR that were
intended to do that, traffic distribution diagrams. As I say that I am looking for them. The intent
of the traffic distribution diagrams beginning on page - I don’t have the Draft I only have the
Final handy. First of all I do apologize for the errata format. That is the conventional format
that the City follows and in fact all of our clients follow but it is hard to fol!ow from the page
numbering standpoint. In the Draft EIR there were diagrams indicating the distribution of trips
from the project.
Commissioner Keller: Just to interrupt for a moment. I understand that the diagrams said that
there were so many cars turning in such a direction. What I am saying from that is an isolated
thing saying this is the section, you have these cars turning left, these cars turning right. That is
different from what I am asking which is roots. So I am trying to understand when a patrol car
exits the patrol car exit on the corner of Sheridan and unnamed street, maybe we should give that
street a name. I am wondering where the car goes. That is different from saying so many cars
tm-n this way and that way. So does the car for example make a sharp U-turn from there and go
onto unnamed street and then go down Page Mill Road? Does the car exiting that make a partial
U-turn onto Sheridan Avenue and then turn left or right onto Park Boulevard? That is the kind of
question I would like to know, roots not turns. Does that make sense?
Mr. Wa~staff: Yes it makes sense and you are revisiting parts of the analysis that were done
sometime ago that are diagramed on those figures that I referred you to. I know that those
figures do focus primarily on how those trips end up at intersections. I am not the traffic
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engineer. We had a traffic engineer who did that analysis I wish he was with us tonight. I did
not anticipate a question of this nature. I think it is largely in this particular case the simplicity of
the site and its relationship to the local roadway system a rather straightforward situation. One
of the reasons why this site was selected is that there are a number of alternative access
possibilities to the site. It is obviously constrained by the railroad tracks so the driveways are on
Sheridan and Page Mill Road and the trips would be distributed by Park Boulevard.
Commissioner Keller: Let me .....
Mr. \Va~staff: It is kind of a broad .....
Commissioner Keller: Let me try to get to where I am going. I am loo "king at the document that
is in the back which is the Crane Transportation Group Report there is no page number in here so
I can’t te!l what it is but it is after page 5-150. It is after Appendix 5.3. This document talks
about driveway location issues. I am not sure I understand which way cars are going on that and
without understanding that I am having trouble understanding the nature of this. So I am not a
traffic engineer but I understand logic and it seems to me understanding the assumptions made in
that report as to which way cars go in and out of those exits, where they go from Sheridan and
Page Mill off to the rest of Palo Alto I guess we could figure that out, but k_nowing which way
they go down Sheridan or unnamed or Page Mill Road, understanding that assumption seems to
be necessary to generate these cases with alternative B or whatever. I don’t understand how you
could do that without knowing that.
Mr. Wa~staff: There is a discussion in the Draft EIR about the assumptions made with respect to
distribution of trips by the patrol trips and most importantly by distribution of trips by arriving
and departing staff. The section you are looking at is a detailed secondary analysis associated
with the possible closure of Sheridan. We were asked by City Traffic Staff and also by the
Plamaing Commission to address the implications of closing Sheridan for redistribution of traffic
from the project and how that might affect intersections around the project. In fact one of the
questions was whether or not that would generate the need for a traffic signa! at the corner of
Sheridan and Park I believe. So this analysis is an analysis of what happens to local traffic
distribution if a main street is closed. It was done in coordination with the City Traffic Engineer
and the City’s traffic consultant. So it has been carefully done. As far as the precise
assumptions with respect to trip distribution I really can’t answer that question to that level of
detail. We would have to have our traffic engineer here.
Commissioner Keller: Well, let me give you an example. If you look at Figure 11.29, which is
labeled - actually that is alternate six. I want to look at alternate .... actually what I want is 11.26
which is year 2010 base case plus alternative B, which is the preferred alternative I understand,
PM peak hour volumes with unnamed street open and community room closed. In that case
there are 690 cars going along Park Boulevard in a logical southerly direction.
Mr. Wa~ostaff: Right. There is enough in this project.
Commissioner Keller: Right, existing. And then you have somehow 18 cars exit on Sheridan
Avenue making a left turn to the south and five cars making a right turn to Park Boulevard.
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What I am wondering is, and it indicates that zero cars are going somehow from Sheridan to
unnamed and whatever. So are you saying that during the peak hours only six cars are existing
from patrol that way? Is that what you are suggesting?
Mr. Wagstaff: That is what the diagram is indicating that the PM peak hour six trips from
project staff that leave the police station at that hour are departing.
Commissioner Keller: Don’t you think that is patrol vehicles on that?
Mr. Wagstaff: Not patrol vehicles. No this is not patrol vehicles. This is staff and employees
coming and leaving during the PM peak hour.
Commissioner Keller: Actually patrol vehicles are in that comer according to 3-10 and staff
vehicles are on Page Mill Road according to 3-10. So I am just trying to be clear. It is 3-10 of
this new document that says patrol vehicle entry is at the comer of Sheridan and unnamed street
and the comer of Page Mill Road and unnamed street is staff vehicle entry. So that is what I am
trying to understand.
Mr. \Va~staff: That would be patrol. I would have to look at that diagram and see what is going
on. I didn’t anticipated that discussion was going to be on the Final EIR.
Vice-Chair Garber: May I ask a question .while you are searching there? Commissioner Keller,
if more traffic ends up going one way or the other is there an impact that we should be alerting
Staff to be concerned with?
Commissioner Keller: Well, my main concem is how realistic is it that the cars that need to get
out of or thi’ough Sheridan or through Page Mill Road can basically get in through there
edgewise. I am concerned that there is no traffic control on Park Boulevard. So I am
questioning the adequacy of the statement that you don’t need traffic control there. It seems to
me that in particular the Page Mill Road!Park Boulevard intersection with the 395 Page Mill
being filled with Google instead of being vacant like it has been for the last couple of years and
with 195 Page Mill being filled with housing. The idea of those plus the police people trying to
get in and out I don’t know how they are going to get a word in edgewise or a car in edgewise.
So that is my concern and so I am questioning that. Part of the issue is that if you are expectation
is that the patrol vehicles and the staff vehicles are all going on Page Mill Road they are all going
on main street and going through Page Mill Road and coming out on Page Mill Road then it may
be adequate to put traffic control at that intersection like a traffic light.
Mr. Wagstaff: Let me just say that looking at the diagram on page 3-11 of that driveway and we
are talking about one hour of patrol vehicles coming in and out of that driveway and five of them
turning right. Most patrol vehicles are out on their beats. They don’t dispatch from this building
they are out on their beats. There are four police beats in town and these patrol vehicles are
patrolling on their beats. There would be five of those at the PM peak hour that will be exiting
the building and taking that particular turning movement. The amount of traffic generated by
this project in regards to vehicles if you even doubled that number wouldn’t come anywhere near
triggering a signal for it. These are very small numbers of trips given the overall traffic
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enviroi~rnent. So I am not sure what your concern is with respect to five trips taking a right or
making a turning movement. The five trips sounds perfectly within the ballpark to me. The
traffic engineer is not here but patrol trips at that particular hour from this project with most of
the patrol actually already out in the field makes sense to me.
Commissioner Keller: Well, one question about that is patrol vehicles don’t stay out in the field
forever there are shift changes and they have to refuel their cars and I am assuming they do that
somewhere. So perhaps the police chief .....
Police Chief Jotmson: To help out first of all we do refueling out at MSC we wouldn’t be doing
here. Secondly, our shift times both starting times and ending times are off-peak hours. We
have five different start times and five different end times for our shifts each day and they are
off-peak hours. That is why the numbers are so low during peak hours here.
Chair Holman: Thal~ you. If we could digest that one for a bit and move to another one. Vice-
Chair Garber.
Vice-Chair Garber: A couple of questions. Let me just follow up briefly. Do the other projects
that are adjacent pose any.threat to the conclusions that the EIR have arrived at?
Mr. Wa~staff: That is a question that was asked at the public hearing. It is obviously a very
important question given that Agilent is cun’ently empty and that the Park Plaza project is online
and there are other considerations in the area. The traffic analysis assumes full occupancy of the
Agilent building and assumes that the Park Plaza project is online as well as other background
development pending in the immediate area. So the answer is yes the background analysis does
include that.
Commissioner Burt: Can I ask a clarifying question on that?
Chair Holman: Commissioner Burt, please.
Commissioner Burt: So the numbers that we have in those charts reflect full occupancy. Do we
have numbers showing the aggregate impact of the police building, the Agilent, and the Park
Plaza versus the baseline of where we have been the last couple of years there? What is going to
happen?
Mr. Wa~staff: We have a baseline existing number and then we have layered on that to 2010, we
have 2010 and 2015 screen. So we have existing, 2010, and 2015. The 2010 assumes
occupancy of the Agilent Technology building and it assumes that by the year 2011 when this
project comes on stream that the Plaza project will also be generating traffic.
Colnlnissioner Burti Okay. So existing assumes the Agilent but the Agilent isn’t occupied.
Mr. Wao, staff: Existing is the existing traffic count. There is a base that includes the Agilent.
So when the project comes online in 2011 we are assuming that is when the project will have its
impact. The Agilent will be fully occupied as well as the Park Plaza project.
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I misspoke about the existing, the existing is simply existing traffic counts, status quo.
Commissioner Burt: Okay. So adding the Park Plaza, the police, and the Agilent to the existing
is the difference between this first set of diagrams ..... Figure 11.22.
Mr. Wagstaff: I can only say that the project trips are in those numbers, primarily in the 615.
The traffic numbers on that diagram include traffic generated by this project, yes.
Commissioner Keller: So Figures 11.21 and 11.22 are existing, Figures 11.23 and 11.24 include
Agilent and Park Plaza assuming full occupancy of those, and Figures 11.25 and 11.26 add
variations on top of the base case of police building.
Mr. Wa~staff: That sounds correct, yes. The key figures of course are the cumulative effects of
all of those trips and whether the local one-way system is adequate to handle all of those trips
together at the peak hour.
Commissioner Keller: Thank you.
Chair Hotman: Commissioners, I might advise too that it is easy in this environment to just jump
in and start speaking but let’s not do that it makes it difficult for transcription. So Vice-Chair
Garber.
Vice-Chair Garber: At the risk of getting off this particular track I have a different question to
ask. Imn not recalling so please remind me, I believe it was in the Draft EIR unless I have
missed it, and I have looked at the online view of the meeting but I am not recalling it there
either but it is easy for me to have missed that. Was there an estimate of the life of the valley
oak tree?
Mr. Waastaff: Yes, the obvious report does include an estimate of the life of the valley oak tree.
Vice-Chair Garber: What was that?
Mr. Wagstaff: I think they estimated it at roughly 30 years of life left if it was just left totally
undisturbed but that even the Option B project although it does avoid the drip line of the tree
probably would affect some of the root structure of the tree and could worse case take ten years
of life off that tree. There is an order of magnitude of numbers but that was the general
assessment.
Vice-Chair Garber: May I continue?
Chair Hohnan: Yes, please.
Vice-Chair Garber: Is there in the design goals for the project a life of the building specified or
desired? If there is, what is that number?
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Ms. Ames: We were going from 20 to potentially 30 years for the life of the building including
staff growth.
Vice-Chair Garber: Okay, thank you.
Chair Holman: Other Commissioner questions or comments? I will jump in with one then. It
has to do with the whip antenna impacts, which I raised previously. Reading the comments it
seems to me when I read this that there is a strong reliance on screening the antennas but the
antennas are quite tall. I think they are something like maybe 60 feet?
Mr. Waastaff: No, 12 feet.
Chair Holman: Okay, I was thinking it was something quite extensive. So if we are going to
screen something that is 12 feet, I have said this in the past, sometimes the mitigation is worse
than the impact. I see heads nodding here. So that obviously has some merit at least in some of
our minds. So what I read in the mitigations and the analysis in response is that it would go
through rigorous ARB review and that there will be consideration given to location of the
antennas but it doesn’t address what about the screening? What if the screening has an impact or
what if it can’t be mitigated? Are there alternative locations like say mount it on the side of the
building or low on the side of the building or there is not too much land. So again, I don’t want
the mitigation being worse than the impact.
Mr. Wa~staff: Yes, the EIR does assume and the visual simulations illustrate on a conceptual
mass basis only a possible t 5-foot recessed mechanica! equipment screen on the roof. So you
have the two or three stories plus the flush three-foot parapet and recessed back from that is what
is called a potential mechanical equipment parapet or screen of 15 feet. So that is simulated and
that actually essentially is another story. The building mass simulation is showing that additional
! 5 and it reads as another component of the building mass in the simulations. Those are in the
simulations and are considered in the visua! impact analysis, that extra 15 feet of mechanical
screening. The antenna array would presumably be behind that screening and lower than the
screening if the screening survives the design review process, !ower than the screening. Still
from the one vantage point that we identified as above the project Ioo -king down on it from the
four story apartment buildings diagonally across from the project they will see the antenna. So
the question is whether grouping, putting together a proper array of all equal heights and a
geometric grouping will be sufficient to reduce the impact. Also, I think there is a question with
respect to whether or not that screening effects the functioning of the antenna. So all of those
considerations will be made during the design review process but there does appear to be a
potential of screening the antenna from most surrounding views with mechanical equipment
screening that is already proposed which is higher at 15 feet than the antenna at 12 feet.
Chair Holman: So what happens if the view from, as you just stated, the view from higher
elevations in other buildings if that can’t be mitigated? If it affects the function of the antenna
then what? I don’t see that addressed.
Mr. Wa~staff: It is seen from the diagonally located apartment building. It will have an adverse
affect detracting from those views perhaps but from a CEQA standpoint it would not trigger any
City of PaIo Alto November 7, 2007 Page 13 of 3I
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of the CEQA criteria for significant visual impact. Significant visual impacts under CEQA are
impacts on public vie~vs down roadway corridors, from major or important surrounding public
vantage points, from community views, and so forth. The view from one apartment building
although it is of concern the design review process and therefore is described in here from an
informational aspect is not an environmental impact under CEQA.
Chair Holman: Okay. Commissioner Garber.
Vice-Chair Garber: In the Staff Report at the bottom of page three the report acknowledges that
some conversation about the acquisition of one of the parcels has resulted in the likelihood that
one of the parcels caimot be purchased and states that Option B is the preferred option. I wanted
to ask for clarification on that. Is it really that it becomes preferred because something has
changed or simply that that is the outcome and whether its preference to be the former is
preferred or Option A is preferred in this particular case but may not be feasible because the
property isn’t at this point in time may not be purchasable. However something may occur
between now and some other time before the project initiates which allows that to become
purchased which would mean presumably your preference should not have changed or the
recommendation by Staff. Unless I may be missing something but there is something -
functionally or content wise that has changed as a result of this property not being purchased.
Ms. Ames: Well, we had two options in the EIR because there was an unknown about what
parcels of land we could acquire.
Vice-Chair Garber: Among other things I suspect. I mean there were two options not only
because of that inevitability.
Ms. Ames: And then there is cost. There is a cost savings consideration and then the tree.
There were a lot of different ....
Vice-Chair Garber: And fmactional issues.
Ms. Ames: And functional issues with the police department that is correct. So it really geared
us toward the preferred option in this case because of the acquisition potentia! for the L-shaped
and then also the building could be constructed on that parcel. So that ended up being a cost
savings and land acquisition. Also it appeared that we could save money doing the L-shape by
building the garage first or actually simultaneously with the building and not doing any
underground construction that was a cost savings as well. So it turned out that was the preferred
option pretty much mainly on the cost savings and the land acquisition process to date but it
could change in the future. So that is why we have the two options.
Vice-Chair Garber: I guess what I am really getting at is I wouldn’t want the Staff Report in the
way it is written to make a recommendation that potentially binds the City’s thinking about how
they should be pursuing their negotiations. In that the immediate value to the City to purchase
the lot for more than some amount because it brings greater value to the overall project and that
can only be found out through negotiations which would be outside of this particular venue here.
Be careful about the language that’s all.
City of Palo Alto November 7, 2007 Page 14 of 31
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2 Ms. Ames: That is correct so we still have the two options in the EIR and you never ~know what
3 will happen next year or during the negotiations so we are safe with the two options.
4
5 Ms. \Vhitne¥ McNair. Consultant Planner: The other thing is the EIR is being certified with both
6 options still in it or that would be the recommendation to City Council so that the option would
7 still be on the table or the City would still have that as a potential.
8
9 Vice-Chair Garber: Okay.
10
11 Chair Holman: Commissioner Burt.
12
13 Commissioner Burt: One thing is that I got clarifications on this parking deficit issue that really
14 according to case law parking on page 5-94 at the bottom under CEQA Case Law. Parking
15 adequacy is considered to be a social convenience rather than a physical or enviromnental issue
16 and therefore any pat’king deficiency is not to be considered as part of environmental impact
17 other than if it caused secondary impacts associated with driving around in circles looking for
18 parking.
19
20 Mr. Wagstaff: Looking at it from purely a CEQA standpoint but because it was of concern to the
21 City and Staff they asked us for informational purposes to evaluate it and there is an evaluation
22 of the parking implications of the project in the document.
2~
24 Commissioner Burt: So with the public meeting room when it is occupied during day hours I
25 think they were between 41 and 43 deficient parking spaces. I kind of had to hunt for that. I
26 think that should be laid out clearly so that there is no ambiguity of the impact of that even if it is
27 not a CEQA impact.
28
29 Then my other question had to do with the bicycle safety issues with the on-street bike path that
30 runs basically in front of this building. First one minor technical clarification on page 5-73, PTC
31 6.03 was the question. Down at the bottom it references ~also see response to comment PTC
~_7.04.’ You go to 7.04 and it takes you back to 6.03 again. I think the correct one would be to
33 simply say 5.01, which is the one that does add substance to what you have under 6.03, which is
34 the opposite page. So if you just change that to 5.01 we are in good shape I think.
35
36 So my concern is that one of the things we talked about in our last meeting is I think that many in
37 the community already perceive that there is an existing risk at that bike path that is painted on
38 and we have a lane that has to move over. All the cars and this is currently, I subtracted the
39 number of...with this new project we have about at peak PM hour 478 cars that look like they
40 would be cutting across that bike lane per hour, which in rough calculation sounds like one every
41 seven seconds. Now we have most of those under preexisting conditions so they are not all
42 attributable by any means or most of them are not attributable to either this project or this plus
43 Park Plaza and Agilent because of where it exits I don’t think affects that impact very much
44 because they are not going to be cutting across that lane. There may be other impacts. That is
45 the real safety one that I am concerned about and frankly police vehicles whether they are on
46 occasion entering or leaving a police building whether it is an emergency or an urgent matter,
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something less than an emergency, often don’t drive at the same pace that regular vehicles drive.
Frankly, my experience is that they often when they are not on an urgent case don’t drive
necessarily as other drivers tend to drive. I think that is a real hazard area and it just doesn’t
seem to be addressed in here. We raised this question and the response was that bike riders on
Park would have the right-of-way over vehicles turning to and from Sheridan. That is a technical
legal response that they have the right-of-way. The concern with that is the practical reality is
there a real hazard? And is that hazard that is already there going to be magnified by this and
Park Plaza and are there some things we need to do to mitigate that? I am not sure that the
mitigations that would be necessary would be major but denying that it exists means we don’t
even have to attempt to mitigate something that already is a hazard. Why don’t we just say we
have a problem there? It is a preexisting problem. It is not created by this project and the new
projects are just this project it is this plus Park Plaza but we have a problem and it should be
something that is addressed.
Mr. Wagstaff: I think you have answered the question in stating it. Under CEQA we are
describing the adverse impacts of this project on the existing and future condition in that area.
We have fairly thoroughly described the importance of Park Boulevard as a pedestrian and
bicycle corridor and connection to the California Avenue area and to the multi-modal train
station. We have reiterated the general plan policies for enhancing that corridor with not only
actual engineered bike facilities but with landscaping and so forth to make it a distinct pedestrian
and bicycle corridor. We have suggested in the design review component of this for this project
to do its part in contributing to a unified visual picture of that corridor. We have also indicated
that with respect to this project’s contribution to conflicts between pedestrian and bicycle traffic
and vehicular traffic that this is a site that is designated for institutional or general manufacturing
uses and that most of the types of conventional uses in those categories that would be permissible
here generate more traffic than would a police station. This particular police station design does
not have any driveway connections along Park and that there are existing stop signs at Park. In
fact one co~mnent from one of the traffic engineers is that this use would actually given what it
is, a police station, would increase the likelihood of people obeying traffic laws in the area and
so forth.
Commissioner Burt: I read all this.
Mr. Wagstaff: With respect to the actual nature of a patrol officer driving a vehicle in an urgent
situation and what can be done about that I don’t thin it is an environmental impact issue but
perhaps there is something that can be done. If you have something in mind that you want to
incorporate into what is passed a!ong to the Council or is passed along to the Architectural
Review Board with respect to how to address that I think it is appropriate.
Commissioner Burt: Okay. Julie?
Ms. Caporgno: I was just going to follow up with what John said. As I mentioned at the
begim~ing prior to your starting to comment you are going to have the opportunity to look at the
design of this building. So at that time both the Planning Commission and Council will be able
to weigh in on those types of aspects of the land use issue or the design when it comes back to
you. So those sorts of things could be addressed at that time. But from a standpoint of kind of
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the bigger or broader perspective that CEQA requires you to look at we don’t consider that to be
significant as John described given the parameters of CEQA. From the standpoint of what you
do with the design review process feel that could be addressed then.
Again, to follow up on what he said, we can put in the comments from the Commission to
Council that this was a concern for the Commission and the Commission feels that needs to be
addressed when the design comes forward.
Commissioner Burr: And that design review would be able to encompass that bike lane opposite
the police building on Park Boulevard and not simply the police building side itself?. That is the
nature of my question. I don’t see that relocating the entrance and the exit of those vehicles is
likely to change this issue very much but potentially it could. Also, when you were talking about
the entire Park Boulevard landscape and all that that’s great but that is not what I am talking
about. I am talking about something specific. I am talking about where cars will come out and
cross that bike lane at high volume in order to loop dow-n onto Oregon Expressway. I am not
talking about two blocks away. I am talking about one specific safety hazard location that I
believe is already a safety hazard, members of the public had said so, and it is not being
addressed as a safety hazard here. It is compounded by this project so while acknowledged that
there was a preexisting hazard it doesn’t exempt it from CEQA evaluation by the fact that there
is some safety hazard. In fact, if you take an existing safety hazard then it is already subject to
an accentuation that a small increase can have a significant detrimental impact.
Mr. Wa~staff: Part of the scope was to evaluate whether or not there were any significant
conflicts between vehicular trips generated by this building and existing pedestrian and bicycle
traffic. That has been evaluated. The determination has been, as you indicated a high volume of
traffic, the determination has been that this project is a low traffic generator and that it will not
generate a significant contribution to that existing situation. It wil! contribute to it, yes, but not a
significant contribution that warrants under CEQA some physical mitigation. That is the
determination. It was evaluated.
Commissioner Butt: I understand you to be referring to that purely in terms of volume of
vehicles.
Mr. Wa~staff: Volume, traffic control, there is an intersection obviously there that crosses
pedestrian and bicycle paths so the volume of traffic, the volume of pedestrian and bicycle traffic
and existing traffic controls they are all considered in the analysis. The traffic engineer did not
determine that there was a significant contribution to an existing safety issue.
Commissioner Burt: What I was trying to say was that I understand that you looked at volume of
traffic and the other half of my concern has to do with the nature of vehicle.
Mr. Wagstaff: Right, I did hear that.
Commissioner Burt: So that is what I was trying to say again there. So when you were
answering what I was trying to say and my sentence was that there were two aspects. The report
addresses the volume impact.
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Mr. Wagstaff: Right.
Commissioner Butt: Then there is the additional impact of the nature of the vehicles and the
sorts of urgencies and speeds and those kinds of things that may further compound that issue and
I didn’t see that.
Mr. Wagstaff: Our assumption with respect to urgency, and that applies to a number of the
impact concerns and traffic impact concerns, was that most of the dispatch activity was going to
be taking place exactly the way it is now. It wouldn’t change that much. It is dispatch activity
within the various beats that emergency calls are responded to by cars on patrol not by cars that
rushing up a ramp from the police station like in the movies. They are dispatched from the
various quadrants as they are now and that would not change significantly. I imagine that the
Chief is very anxious to respond to your question and comments as well but that was our general
understanding.
Commissioner Burt: Okay, and I will just add that part of the reason that myself and perhaps
other Commissioners feel like we have a sense of this issue is because every meeting many of us
park across the street here and get every single week a real-life experience of the flow of vehicles
coming to and from the underground parking of our police building right here. We see it. This
is not hypothetical. I have experienced it for a long time and observed the sorts of pace at which
they come out and those kinds of things. I am not saying they are all racing around but I am
saying it is not like nom~al traffic either. For whatever reason I hear it characterized that they are
just dispatched and there is not the urgency but I have watched this for years and years so it is
not an abstraction.
Chair Holman: Commissioner Lippert has a follow up to that.
Commissioner Lippert: I understand what Commissioner Burt is saying here and I think the
concern is not necessarily the traffic numbers but it is identifying the vehicles that are doing that.
If it is a police employee or a policeman that is coming off work I don’t think it there is
necessarily a concern there. If it is a patrol car and it is for some reason they sort of leave with a
certain dispatch or authority it might be a situation in which - well, I will give you an example.
If the police vehicle were coming out of the back at the corner of Sheridan and that unnamed
road and speeding down Sheridan they literally cut across the bike lane at that point to get onto
Page Mill Road to whip around to come under the underpass there. I am very aware of that
because I bicycle Park Boulevard frequently and there are people that are coming out of the
Caltrans parking lot around and they cut-through Sheridan to whip around and get onto Page
Mill Road there. I think that if the police vehicles were coming in and out of Page Mill Road it
would be a totally different dynamic and I think that is what he is trying to get at.
Mr. Wa~staff: Well, I would suggest if the Commission has a suggestion with respect to what
they want to pass along to the design review board and the Council with respect to this issue that
they would like us to include with the document that is passed along we can do that.
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Commissioner Lippert: What I think it is is it is just different numbers for whether the police
cruisers that are being dispatched come out of the Page Mill Road exit or whether they come out
of the Sheridan Road exit that’s all. It is different numbers.
Ms. Caporgno: I just checked with our attorney and kind of getting back to what Comw_issioner
Burt had asked regarding the bicycle lane not being part of this project but it is a City facility.
So I think that the Council and the Planning Commission and ARB can look at that in
conjunction when they see this project since we control all of that. If that is a concern to the
Planning Commission as well as the Council we can address it at that time.
Commissioner Lippert: Great. It could also very well be mitigated by having the bicycle lane
along the sidewalk but you run into the difficulty of the bicyclists needing to cross at Page Mill
Road. That’s all.
Chair Holman: Commissioner Garber.
Vice-Chair Garber: Not that I want to participate in the presidential activity of piling on, and I
am not one to take a small example and extrapolate it to the general, but I am hopefully in the
minority of ~knowing somebody who was on his bike at the exact same point crossing an
intersection that a police car of our fair city turned on his siren and was promptly smacked.
Presumably it was an unfortunate synchronicity. It took me awhile before I finally understood
what Cormnissioner Burt was trying to get at here and I suspect that is the issue. It seems to me
if that is identified as potential impact of this particular project which doesn’t have anything to
do with how many cars go in or out or how fast they are going, etc. but as a potential the
heightened circumstance that we need to pay attention to that is in fact something that would
come and be a part of the EIR. Potential mitigations in my mind are operational in terms of
making sure the officers recognize that they don’t turn on their sirens until they get past the bike
lane or I don’t know what the ttSngs are but there are potentially also some physical ones as well
which might have to do with warning lights or signs or the sort of things that you would see at
any sort of parking lot that exits out onto a sidewalk where a light goes on or a horn sounds that
sort of thing. That goes into the whole noise topic but there are potentially some simple things
that can be done to ameliorate or mitigate this potential issue. Enough said.
Chair Holman: Commissioner Keller.
Commissioner Keller: I think it would be helpful -- I probably should have done this earlier. I
think it would be helpful to set a little context. So first I would like to ask Mr. City Attorney
about the nature of our role in terms of this and whether there are legal requirements for us to
engage in the DEIR review that we did last time and the FEIR review now and that role in the
process in order to assure adequacy of the EIR process.
Mr. Larkin: I am not entirely sure I understand the question so maybe you could break it down
to components for me.
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Commissioner Keller: \Vhat I am saying is this. I want you to clarify for me what our legal
required role is and whether we are legally required to do this analysis or whether we are just
doing this for fun. There is actually a legal requirement for this analysis to happen.
Mr. Larkin: This is the Palo Alto process at work. It is not a requirement that the FEIR come to
you but we do that in Palo Alto because the Council has asked us to do it and because the
Commission wants to do it.
Commissioner Keller: Okay, thank you. The second thing I want to ask is what is the role of
CEQA mitigations versus what one might consider to be logically necessary mitigations? It
seems to me that to some extent the issues that Commissioner Burt mentioned may fit into this is
a CEQA issue or it just needs to be done somehow and whether it fits in the CEQA bailiwick or
just needs to be done is not clear. So I am wondering in some sense part of it we struggle with is
which category it belongs to so I am trying to understand that.
Mr. Larkin: I will let John answer this question because he is far more qualified than I am but in
our CEQA analysis we have gone above and beyond what we are required to do as a pure
environmental analysis. John can address that.
Mr. Waastaff: First of all just by way of process I was a little startled by what is happening at
this city tonight in that rather than discussing what is on the agenda which is the Final EIR we
are going back and revisiting the Draft EIR and bringing up issues about the Draft EIR. That is
totally permissible of course. But with respect to the issues that have been raised tonight and
whether or not for example there is or is not a concern with respect to police cars crossing bike
lanes we have applied the significance criteria that was adopted by the City and is also in the
CEQA law to evaluate the various impacts of the project. We did not determine that there was
any aspect of this project, patrol traffic or employee traffic, and its relationship to local
pedestrian and bicycle activity that represented a significant impact under the criteria that we
were given. That is the deternaination that we have made and I feel quite comfortable with that
from a technical standpoint. If the Commission were to ask us to add an impact in this Draft
EIR, a significant environmental impact associated with vehicular and bicycle traffic the
procedural implications would be rather substantial. If the Commission wishes to recommend
that this is a design issue that we would like to have the Architectural Review Board focus on
that is entirely different matter and that would not raise any concern with me. With respect to
actually going back and adding it as a significant new impact we would have some difficult
procedural problems and delay with respect to re-circulating the EIR and so forth.
Commissioner Keller: To the extent that there are comments or questions that come out of
today’s hearing I would like to understand what happens to them. So to the extent that we might
feel that some questions might need to be more adequately answered and maybe that is done
through an appendix, to the extent that there are issues that we come up with and an
identification from the responses to our questions - my interpretation is of what the questions are
has to do with things that are addressed as a result of our understanding and trying to resolve the
questions. I don’t think anything we brought up here didn’t come up based on the responses to
the DEIR comments. We are trying t elaborate on that so I don’t think we are bringing up
anything new, at least I haven’t heard anything new brought up.
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Chair Holman: IfI might, and Julie or Don you might want to speak to this, if the Comrnission
finds that some responses are not adequate then those could be further vetted or additional
mitigations provided as an [inter-errata] when it goes to the Council, is that correct?
Ms. Caporgno: If you want to elaborate on something or if there is some additional fine tuning
but if we make any substantial changes to the EIR then John is correct about it would require re-
circulation which then we would have to prepare the EIR and there would be a 45-day review
period. So we are probably looking at coming back to you, going through another Draft hearing
and so we are looking at another six-month process probably. But if it is something minor that
you want to taYeak with we could do an errata sheet and send it to Council.
1Vh-. Wa~staff: I will add that this evaluation has been done by the licensed traffic engineers and
by your own City Traffic Engineer and City Traffic Staff and they do not believe that there is a
significant impact associated with these police station trips and existing pedestrian and bicycle
traffic along Park Boulevard. Meaning that if you were to give this back to us that is likely to be
the conclusion that would come back to you. As far as from a quality standpoint your feeling
strongly that there is a need to provide some design component or design consideration of this in
the final design that would be totally appropriate in term so your passing along that
recommendation.
Commissioner Keller: Perhaps what would be worthwhile is to delineate between our comments
those things for which specific responses are needed in the FEIR either through a sort of errata
sheet or something like that, those things which are show-stoppers and require re-circulation
hopefully there aren’t any of those, and those things which are if you will like parking lot
considerations that we analyze in this review that don’t rise to the level of CEQA comments but
rise to the level of things that need to be addressed for public health and safety issues.
Mr. Larkin: That is Site and Design Review and that is not on the agenda tonight. So the
comments needs be - you can ask the question about whether something is adequately addressed
in the FEIR but if the answer is that it is then it is a Site and Design issue and that has to be
addressed during the Site and Design Review process which will come back. So in other words,
you can ask the question but if you are going to make comments on how we would address this
issue of the bicycle path through Site and Design process that is not on the agenda tonight so that
is going to have to wait.
Chair Holman: Okay. If we are through with this topic? Commissioner Tuma.
Commissioner Tuma: Commissioner Keller just covered it. In fairness to this process we really
have to think about what is truly a CEQA issue and what is something that because we are
discussing these issues it highlights that maybe we have a significant safety issue but it is not a
CEQA issue. We have to stick to the CEQA issues tonight and make sure that these others get
addressed in Site and Design Review or at another time but we really do have to I think in order
to be true to the process get this moving forward so we have to delineate those things.
Chair Holman: Commissioner Lippert.
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Commissioner Lippert: I agree. I think that it is really a design issue that we are talking about
here and it can be flushed out at a later time. The numbers are in the document.
Chair Holman: Okay. Commissioner Burt.
Commissioner Burt: So I am pleased that we will have the opportunity to address this under the
Site and Design Review. In our first heaaing under the DEIR this specific issue was brought up
by more than one member of the public and by the Planning Commission. At that time it was
stated to us, if I recall correctly, that the review had not even identified this area as a potential
hazard in its existing state. So the fact that you are now saying that this project will not
compound it when there has been no response to our requests previously to really reexamine
whether there was an existing hazard that is a problem for me but I am willing to look at
addressing it under the Site and Design Review.
As far as the issue of whether we are revisiting things that should have been reviewed under the
DEIR I have to disagree. Every one of the things that I have discussed are FEIR responses to the
questions that we had in the DEIR. The concern is the adequacy of the response. It is not a new
issue.
Chair Hohnan: Other topics, Commissioners? Commissioner Keller.
Commissioner Keller: I had brought up the issue of earthquake safety and the issue of the
potential in the event of a maj or em-thquake of the collapse of the retaining wall along Oregon
Expressway on the logical southern side of Oregon Expressway and separating Oregon
Expressway from Sheridan Avenue. The response said that the building would be at least 60 feet
away from that retaining wall. I believe that is what it said. What I am wondering is to the
extent to which if the retaining wall collapses, which is a possibility considering it was built a
long time ago, the issue of Sheridan Avenue collapsing and that being an inaccessible route.
Chair Hohnan: If I might just for a second, you raised this issue previously so in the response?
Commissioner Keller: The response basically addressed the distance but didn’t address the
egress issue. It didn’t address both the issue of the fact that there is a patrol entry and exit at the
corner of Sheridan Avenue and unnamed street and what happens if the access to Sheridan
Avenue is un-passable. It didn’t address which way those cars would go if that corner somehow
collapses. So I think that that response - I am not convinced that the response to that in sort of
saying that the distance is 60 feet really responds to the issue of the potential collapse of that
retaining wall and the impact on Sheridan Avenue and the corner of Sheridan and unnamed
street.
Mr. Wagstaff: In response to that I believe the response mentions 60 feet as one part of a more
comprehensive response that did talk about the integrity of the site and the fact that a collapse
according to our technical engineer the collapse of that wall which is in their view highly
unlikely but it is a county facility they did not review the design of the wall to respond to your
question. So if it did collapse that the integrity of the site would not be compromised.
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2 In addition to that we also did respond generally to the fact that there are other access
3 alternatives to Sheridan that would have to be used but they do exist. I don’t think we actually
4 said alternatives to Sheridan but the response indicates that there are other access alternatives if
5 the ranap to the Oregon Expressway itself was blocked. So I do believe we addressed the
6 circulation issue associated with a possible collapse there or the scenario of the collapse of the
Oregon Expressway.
Commissioner Keller: \Vhat I am confused about is with the patrol exit and entrance being at the
corner of Sheridan Avenue and unnamed street then that means that a portion of Sheridan
Avenue needs to retain its integrity in the event of such a collapse. I realize that collapse is
unlikely but realize that that retaining wall was built years ago to earthquake standards that are
different from the standards today. So under the scenarios that Sheridan Avenue collapses along
a significant portion of that that might block the patrol exit and entrance, which is along the
corner of Sheridan Avenue. I am not sure that you have answered my question.
Mr. Wagstaff: I guess the point there is simply that there are other access driveways and
connections to the project. In addition to Sheridan there is also the Page Mill connection and
there is also the unnamed street alternative route if a portion of Sheridan was to be compromised.
So there are ways so manipulating around that hypothetical scenario that you have described. So
that was our response.
Commissioner Keller: What I am wondering is is it possible that a collapse of that retaining wall
would mean that the exit and entry at the corner of Sheridan and unnamed street from the
building would be un-passable and therefore even if you went up Page Mill Road and unnamed
street you could not get to the entrance because the street there was compromised. I don’t think
that has been addressed. I mn not sure how- much it needs to be addressed but I don’t believe it
has been addressed.
Mr. \Va~staff: The reason there is a driveway connection to Page Mill .....
Commissioner Keller: Yes, but that is a connection for staff. Can patrol cars get in through that?
So therefore it would be helpful to have in the errata sheet a statement to the effect that in the
event that the exit and entry at the corner of Sheridan and mmamed street were compromised that
the alternative exit and entrance at Page Mill Road could be accessed for comparable purposes
and a statement like that I didn’t see ans~vhere and that would be worthwhile as a more complete
response.
Chair Holman: Any more questions or comments? I have one, which was perhaps a clarification
in response to what is on page 5-96 and it has to do with the alternatives. Part of my comment
should not overlook the fact that the reason this area was zoned GM(B) was because of the area’s
significant traffic impacts. We are addressing the adequacy of these responses. The response
states that the GM(B) zoning that had previously been in place is no longer in place. The GM(B)
zoning had been put in place because it was a high traffic and congestion area.
City of Palo Alto November 7, 2007 Page 23 of 31
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1 I am questioning the appropriateness of this part of the response because it says that the GM(B)
2 zoning went away but it also went away not because the traffic got better. It went away because
3 there was a PTOD overlay put in place and because there was a recognition that there were other
4 ways to mitigate impacts given it was near a train station. So I am not sure that this is an
5 appropriate response. I am sorry, it is page 5-96 and it is the fifth paragraph down that is the
response, the third paragraph down is the question. It is a t~vo-part question.
Mr. \Va~staff: This is a response that did come from Staff.
Chair Holman: Maybe Staff would like to comment instead.
Ms. Caporgno: I think that Curtis probably gave John the language here but my understanding
and Don may add to this because I wasn’t at the hearing that night but I know when the GM(B),
the B was taken off the GM the GM did remain in place. So I don’t know if the PTOD process
and rezoning was around that same time but I think this was done at a separate hearing and it was
just preclude primarily housing on those properties. So I don’t know, again Curtis who wrote the
PTOD as well as was at the hearing for the GM I am assuming that he was accurate in describing
this.
Mr. Larkin: That is correct. The B overlay to the GM was removed separate from the PTOD
process but you are also correct that it wasn’t because there was a finding that there wasn’t a
traffic issue.
Chair Holman: Right, that is my point.
Mr. Larkin: So I think if there is a comment in an errata sheet it is that traffic was analyzed
separately because I think we have discussed that earlier in this hearing.
Chair Holman: I might suggest that traffic was addressed separately and that the B wasn’t
removed because traffic had gotten better. There was no analysis that studied that.
Mr. Larkin: That is correct.
Chair Holman: But it was that there was also a greater recognition now in reviewing projects
that there are other ways to mitigate. TDM programs for instance have come into place since the
B overlay was added in the previous zoning. So there is a different recognition.
Mr. Larkin: I don’t recall that being part of the discussion when we removed the B overlay but
you could very wel! be right, I just don’t recall that.
Mr. Wagstaff: I think the other implication that this response is that yes it is a high traffic
precinct but that the PTOD overlay generally trumps in this particular case the old B subset
because of the Caltrain station and the proximity of the site to the Caltrain station. A high
intensity use in this area given the location of the Caltrain station, a high traffic generating use is
more appropriate here than it may be somewhere else in town.
City of Palo Alto November 7, 2007 Page 24 of 3 I
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Chair Holman: That is true. I guess what I am trying to get at and these discussions seem to be
difficult to have tonight for whatever reason, I guess what I am getting at is just saying that the
GM(B) zone doesn’t exist anymore as part of the response here just doesn’t seem on point to me.
The PTOD zoning as a matter of fact is quite discretionary so there are all kinds of conditions
that could be put on projects so that traffic isn’t an impact. So it is the GM(B) zone being
removed is why I am having difficulty with this response because it makes it sound like it is no
longer a high traffic area. Does that make sense?
Mr. Wa~staff: Yes it does but it should not imply that.
Chair Holman: Perhaps it is just how I read it but that was my take when I read it.
Commissioner Keller.
Commissioner Keller: Firstly I think that speaking for myself and I would bet that my fellow
Cormnissioners would agree none of us would like to delay this process and that I think that our
objective is to do what we can to ensure that there is sufficient analysis done to ensure a high
quality project that is approved and voted on by the public when the bond issue comes up. I
think that one of my motivations and that motivation may be shared by other Commissioners is
the idea that by analyzing and thinking about the issues here and trying to come up with as good
a project as possible our objective is to make sure, at least my objective is to make sure that we
have as appropriately addressed the issues and made sure that we have as good a design as can be
so that the public can be assured of the quality of the work that is done. To some extent that fits
in the framework of the EIR CEQA process mad to some extent that fits into a larger framework.
Because some of the issues are one or the other it is sort of giving us a little bit of trouble
because of what we can deal with. I thimk that certainly my objective and I assume that a lot of
other Commissioners would share the statement that to the extent we can do what we can to
assure the public that as good a project is being produced as can be that that would be to the
benefit of the public and the benefit of the process moving forward in expeditious manner that
the public will approve. I ana just going to put that aside.
So let me get to a question and that is in terms of this have we looked at pedestrian access?
Chair Holman: Commissioner Keller, if you could direct it to a response and the adequacy of it
that would be helpful.
Commissioner Keller: Let me pick that up in moment. Let me come back to it later, okay?
Somebody else can speak while I do that.
Chair Holman: I am not sure there are any other questioners. I have one while you are doing
that. it has to do with impact 10.2 and mitigation 10.2. This is in Section 2, Summary page 2-41
and a similar one on page 2-43 having to do with noise. I am finding myself maybe the older I
get the more sensitive I am to noise and I noted that it says it is recommended that the noise
performance standard be applied at the nearest existing or planned noise sensitive residential
receptor. I wanted to know if that is what the standard is because I know from the public right-
of-way there are projects that I go by in this community and others that from the public right-of-
way I am a little stunned by the noise. So this addresses the nearest .....
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Mr. Wagstaff: It does go to the standard to get to your question, yes it does go to the standard
because your Noise Ordinance addresses the relationship of noise to land use, land use
compatibility. So this addresses the nearest noise sensitive land use, which is of course the new
residential project across the street. It does not address the street environment itself as a noise
sensitive area. Although, I will say that the mitigatioia that is described here is an onsite
mitigation that will also affect the rest of the environment around the building including the
pedestrian environment. So the kinds of muffler specifications and other noise abatement
specifications for the generator room, the mechanical equipment that are described here will also
obviously affect the pedestrian environment as well as that building across the street.
Chair Holman: It will affect it but not necessarily mitigate all of the impact because if you are
going by on the sidewalk in front for instance you are going to be closer than a residential
project.
Mr. Wa~staff: I believe that the abatement goal is to actually get noise down to the ambient
level, which is pretty high in this particular area because of the Oregon Expressway and the Alta
traffic. You certainly could suggest that but the noise abatement specifications that are
incorporated into the mechanical equipment room and into the exhausting and intake for the
emergency generator that the goal should be not to exceed the ambient noise level.
Chair Holman: Julie, would that be something we could incorporate in the Site and Design?
Okay, great.
On 2-43 another question, this is to express my lack of knowledge on this when it says to
structure noise control specification into the final project design which to the City satisfaction are
sufficient to maintain interior noise levels at or below 45 DBA. I don’t what that standard is. Is
that our otherwise adopted City standard because I don’t know that?
Ms. Caporgno: It is in our Comprehensive Plan.
Chair Holman: Okay, I did not recognize if that was the right number or not so I appreciate that.
Ms. Caporgn_o: It is in our Comprehensive Plan.
Chair Holman: Okay, so that number is consistent. Great, thank you. Commissioner Keller, did
you find your place?
Commissioner Keller: Yes, if you look at page 5-73 which is 6.03 there is a mention in here of
transportation on Park Boulevard congestion and safety, horrendous danger to bicycles, geriatric
people, people walking in neighborhood, Park Boulevard is our walkway to California Avenue.
One of the issues which similar to what Commissioner Burt mentioned earlier may be considered
a preexisting condition is the fact that it is rather difficult to cross Park Boulevard if one is a
pedestrian or if one is on bicycle. One might envision that it is a desirable feature for a Public
Safety Building might attract pedestrian traffic and people might commute to it by bicycle or
whatever. Considering that there is a courthouse across the street, across Park Boulevard,
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without some traffic contro! to get across Park Boulevard there will be traffic between those two
of a pedestrian nature. So I am not convinced that the response to 6.03 addresses that kind of
pedestrian traffic. I am not sure the extent to which it is more of a Site and Design Review issue
or whether it is a FEIR issue but in some sense pedestrians are an important feature and they are
very poorly addressed in this issue. That may be considered a preexisting condition that may or
may not be exacerbated by this but it is something that we will need to put in one category or
another but we need to resolve it at some point.
Mr. Wagstaff: I will say that the EIR points out that there is an existing sidewalk system,
crosswalk system, and stop signs and so forth in the project vicinity. With the exception of a
lack of sidewalk along one of the project edges which would be remedied by the project where a
sidewalk would be put in and that the sidewalk, crosswalk, stop sign enviromnent that is there
now is not changed by this project to the degree that calls for a traffic signal. There is no traffic
signal warrant or it isn’t even approached, a traffic signal warrant for pedestrian protection
pro-poses. That came from a technical traffic-engineering standpoint. That is the finding that our
team had.
Commissioner Keller: Right, and I think that there is a difference between a technical finding
required by CEQA that says that CEQA doesn’t require that you have a traffic light there but
from a practical standpoint having that intersection at Page Mill Road and Park Boulevard
facilitate pedestrians crossing it, not facilitate the egress that happens, that is something that is
going to need to be addressed.
Chair Holman: So that is a Site and Design issue.
Vice-Chair Garber: Right, that would push it technical into the Site and Design realm.
Chair Hohnan: I believe so. Julie, perhaps you would care to respond to that.
Ms. Caporgno: I was just going to say since this is a City project the City can make additional
requirements to this project than you would a normal project. The Council can say they want to
do something that is above and beyond what is required a normal mitigation. So those are things
that you can identify when this project comes before you for Site and Design Review to
recommend to City Council to incorporate.
Commissioner Keller: I have a suggestion. The suggestion is that usually when a Site and
Design Review is done there is a full design done and then what we essentially have the ability to
do is tweak. It seems to me at that point in time it is too late. Now it is too early. So I am
wondering if at some point in time it might be worthwhile to have some process where we can
agendize and item to provide recommended things that should go along with the program of the
Public Safety Building that allows us to provide input to that process that may in fact help the
sale of this concept to the public because they realize that a complete package has been analyzed
and created. So I am sort of suggesting that there be a point in time where we can provide that
input because I think that my understanding is that the City Council relies on us to do that kind
of analysis to assist in that and generate those kinds of things.
City of Palo Alto November 7, 2007 Page 27 of 31
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Ms. Caporgno: I was just going to add that we could in the comments that we submit as part of
the Staff Report that goes to Counci! if you are agreed upon those types of issues that you want
raised we can put that in this Staff Report mad obviously the project team is here also and are
aware of what your issues are. So when this does come around for Site and Design you will have
that record number one and number two is all of us are here to hear your comments. So that is a
possibility. If you want to raise what they are as you go tl~rough you have already identified
bicycle safety mad safety in general. If there are others that you would like us to include just let
us know and I can incorporate those. We are going to get the Staff Report out this week.
Commissioner Keller: It may be hard at this point for us considering the limitations on our
commenting on those issues to do an adequate job of that at this meeting.
Ms. Caporgno: I think the City Attorney said he didn’t want you to comment on the Site and
Design. I am not asking you to say specifically what needs to be done to the project it is just
what the issues are that you want to address when that project comes forward. So if there are
safety issues that you mentioned before or anything else just generally what those are so there is
kind of a record of that. That could go to Council and then obviously the project staff is aware of
that also.
Commissioner Keller: Okay, so effectively we can do it.
Mr. Larkin: I think Staff has a pretty good sense of what the issues are by you having asked
them in CEQA context and the analysis that they are not part of the CEQA analysis. I think that
is a pretty good sense of what the issues are but if there are other questions that haven’t been
asked then those are appropriate to ask so that we do have that.
Chair Holman: Commissioner Garber.
Vice-Chair Garber: I was only going to suggest that the comment might be something along the
lines of it is the Commission’s sense that Staff should evaluate whether a higher standard be
applied to the design of those intersections that are directly adjacent to this project and make
recommendations for how those enter into the process.
Chair Holman: I might add to that that given this is a City project and it would serve police
department well and their leadership in trying to get a project approved by the community that
every step be taken that is reasonably feasible. It is odd terminology but reasonably feasible to
see that this project has no impacts even if less than significant. Anything that can be reduced in
terms of an impact whether it be visual, noise, light, air quality it is only to the City’s benefit to
undertake those kinds of issues in designing this project. I see a little nod of the head there from
our Police Chief.
One other question that was asked earlier had to do with the life of the building and things that
we can’t always forecast are how markets are going to change, how offices are used differently,
how retail models change, that sort of thing. We can’t know what the police station model is
going to be 20 or 30 years from now. That said, if we can design a project to the best of any
possibility that we can foresee and even try to think beyond that so that a police facility can last
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for at least 50 years which is the reasonable expectation for other kinds of buildings. I wish it
weren’t 50 years I wish it were a great deal more than that. I think there is some flexibility for
interior design that has been indicated for this project, which is helpful. I think those kinds of
aspects being addressed in the design of this project in the Site and Design will only help better
facilitate long-term use and viability of the project at the site and better salability to the
community.
So anyone have anything to add to that?
Commissioner Burt: Are we doing vcrap up comments?
Chair Holman: Well, Commissioner Lippert. Are we ready for a motion? Is it okay to speak
after that? Okay. Co~mnissioner Lippert.
MOTION
Commissioner Lippert: I would like to make a motion that the Planning and Transportation
Commission recormnend that the City Council certify the Final Environmental Impact Report for
the Public Safety Building finding it complete and adequate with regard to the California
Environmental Quality Act. Adding to that I also would like the comments from this hearing to
be forwarded to the City Council and in the CMR coversheet that will be accompanying that if it
could summarized some of the design comments that were made by this body that we would like
Staff to look at in the future before this project returns to us in the Site and Design Review. In
addition to that any additional items that the Planning and Transportation Commission might
have that are significant enough to be looked at sort of elevating the standard by which the
building might be evaluated or the Site and Design Review might be considered.
Chair Holman: Is there a second to that motion?
SECOND
Commissioner Keller: I will second that.
Chair Hohnan: Do you care to speak to your motion?
Commissioner Lippert: No I don’t I think that we have flushed out all the issues or most of the
issues here.
Chair Holman: Commissioner Keller, do you want to speak to your second?
Commissioner Keller: First of all I appreciate the maker of the motion’s eloquent way of
expressing the motion. I appreciate Staff’s willingness and diligence in bringing our comments
forward. I also appreciate the opportunity to make the building that is a Public Safety Building
that hopefully will be built as effective and efficient and cost effective a building as possible.
Chair Holman: Commissioner Burt.
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Commissioner Burt: One question. Julie, what would be the process timing of the Site and
Design Review? When might that occur?
Ms. Ames: Well, we are hoping to complete the 35 percent design early next year and for the
Site and Design Review process you need to have at least that amount of design work done to
start that process. So actually in the begi~ming of next year then we will know if we are going to
go to a bond measure, we will know the timing, and we will probably pursue the Site and Design
after the bond measure is my guess. We haven’t really talked about the timing on that yet.
Commissioner Burr: Okay, so that addresses I think the concern that Commissioner Keller
raised that if the remaining substantive issues that we as a Commission are agreeing to categorize
as within the Site and Design Review rather than within the EIR and if they are not going to have
an opportunity to be addressed on a broad basis, not in the final details of resolution, but on a
broad basis before you were to seek a bond measure then my concerns is that some of those
things might diminish the support for the project. I have seen this go on in this community and if
you basically don’t do a good enough job of making sure we have mitigated measures whether
they are technically required to be mitigated under the EIR or whether they can be categorized as
something we do in a design review it really doesn’t matter. If you haven’t mitigated them by
the time you try and get the public support you may diminish your public support and I don’t
want to see that happen. So that would be a reason that I would support that we might have a
study session or something preceding the full Site and Design Review that would allow us to
clearly frame the issues that would need to be addressed when you come back with the Site and
Design proposal.
Ms. Caporgno: We can check on the schedule of this because I kind of heard it both ways that
we were going to do this sooner rather than later. So we will check on the schedule to make sure
as far as when the Site and Design process begins and where it falls as far as the bond measure
proposal.
Mr. Larkin: I would just suggest because we have had some of these discussions in the past but
that would be an appropriate motion to make at the end of this item, a motion to request the Staff
bring the project back prior to or at some stage earlier than would normally be in the process.
Commissioner Burt: That sounds great. Just a couple of other comments. I neglected to
reiterate a point that I think was raised at our DEIR hearing on this issue of the intersection of the
bike lane and the eastbound traffic on Park that crosses the bike lane to enter essentially a
cloverleaf to get on Oregon Expressway. The patrol vehicle traffic that would be turning left
from Sheridan eastbound onto Park I believe enters Park and would cross the bike lane right at
just about the same place that the vehicles are trying to shift from Park across the bike lane into
the right turn lane. It is a convergence of three different vehicular movements at the same
location. That is part of what I - there was a real concern. The City Attorney had mentioned
that this process of bringing a FEIR back to Planning Commission is not a legal requirement. I
think part of the expectation of this Commission is that when we have gone through the process
of the DEIR and we attempt to raise substantive concerns that may have been missed in the
DEIR it is really important that we get real substantive responses and that it be recognized. We
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have members of the public and members of the Commission raise the sane issue and it is very
important that it be taken to heart and attempt to say is there a problem that has been overlooked?
I think these things can be addressed. This is not something that is a deal stopper for this project.
It is best to address it rather than trying to pretend it doesn’t exist.
Chair Hohnan: Can I ask for one clarification about the motion?
Commissioner Lippert: Sure.
Chair Holman: The comments about site and Design were picked up as part of 5,our motion and
I just want to make sure that the comments in relation to the adequacy of some of the responses
vvere those also intended to be included and incorporated?
Commissioner Lippert: Yes, I did. That was nay second point was that I had asked that included
with that would be our cormnents on the FEIR.
Chair Holman: Okay, great.
Commissioner Lippert: That they be enumerated as part of the CMR would be those comments
particular to the Site and Design Review that Staff would then just take those from our
comments.
Chair Holman: Okay. Thank you for the clarification. Commissioner Keller.
Commissioner Keller: Just to be clear, does Staff based on our discussion today expect that there
will be sort of an errata sheet or a comment on the FEIR that is attached to it when it goes to
Council? Separate from the CMR.
Mr. Wagstaff: Yes, we can certainly do that. We will enumerate concerns you raised and there
might even be some actual tweaks we can make to some of the responses that have been
requested if Staff asks us to do that. It is totally appropriate.
Commissioner Keller: Good. Let me suggest as a friendly amendment to the motion that to the
extent that Staff and the CEQA consultant or the EIR preparation consultants that it is within the
scope of the motion that as an annex or appendix or errata sheet that that be added to the EIR.
Chair Holman: Does the maker accept that?
Commissioner Lippert: It’s fine.
MOTION PASSED (6-0-0-1)
Chair Hohnan: Okay. Seeing no other comments we will vote on the motion to approve the
adequacy or recommend the adequacy of the FEIR as previously stated by Commissioner
Lippert, seconded by Commissioner Keller. All those in favor say aye. (ayes) That passes on a
motion of six to zero with Commissioner Sandas absent.
City of Palo Alto November 7, 2007 Page 31 of 31