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HomeMy WebLinkAboutStaff Report 8078 City of Palo Alto (ID # 8078) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/5/2017 City of Palo Alto Page 1 Summary Title: Adoption of a Park Dedication Ordinance Title: Adoption of an Ordinance Dedicating 36.5 Acres of Land at the Former ITT Property Antenna Field to Become Park of the Baylands Nature Preserve From: City Manager Lead Department: Community Services Recommendation Staff recommends that Council Adopt the attached ordinance (Attachment A) reserving 36.5 acres of land for park, recreation or conservation purposes, and incorporating existing granted easements. Background In 1921 the Federal Telegraph Company leased approximately 200 acres of marshland in Palo Alto (Attachment B) and built a radiotelegraph transmitting station to serve as the hub of a coastal network of stations and perform ship-to shore communications. In 1928, the property was sold to Mackay Cable & Wireless, and in 1930 it was sold to International Telephone and Telegraph (ITT). The station transmitted overseas cables, telephone calls, and other communications until the advent of satellite transmission. The site served as a “bounce” station for ships lacking satellite equipment. The high water table and moist soil aid transmission bounce and thus made this a good location for this function. In the early 1970s, the ITT Property was recognized as an integral part of the Baylands. The property was rezoned as agriculture-conservation to reflect the City’s long term vision for the property. The ultimate goal was to open the area to the tides and allow it to revert to the salt marsh habitat that existed prior to diking. The City purchased 152 acres of the ITT Property in 1977. The purchase price for the 152 acres was $1,300,000 (City of Palo Alto paid $1,000,000 and the Santa Clara Valley Water District paid $300,000). In conjunction with the sale, the City granted an easement to the Santa Clara Valley Water District. As part of the terms and conditions of the sale, ITT reserved an exclusive easement over the 36.5 acre antenna field, known as Parcel 1, for the continued use, operation City of Palo Alto Page 2 and maintenance of a coast communication station. ITT also maintained a non- exclusive easement over Parcel 2, an asphalt road that provides ingress and egress to East Bayshore Road. In 1978, the Planning Commission by a vote of 4-0 recommended the approval of pre- zoning of the Former ITT Property from A-C-D (Agricultural Conversation –Design Control) to P-F-D (Public Facility –Design Control). The former ITT Site, excluding the 36.5- acre easement for the antenna field, was dedicated as parkland on May 3, 1982. In 1990, KFS World Communications (KFS) acquired the ITT easement. In 1992, KFS approached the City with a proposal to relocate the facility to another location within the Bay Area and sell KFS’s rights to the City for $550,000. The Council discussed buying back the easement, and instructed the staff to continue discussion with KFS and requested more information since the two parties were unable to agree on a price. On September 16, 1993, the Council approved a purchase and sale agreement, (CMR: 462:93), approved a Budget Amendment Ordinance (4172), authorized the purchase of all the rights, interest and all site improvements for the amount of $370,000, and allocated $42,000 for the demolition expense. The agreement was not completed since KFS was not able to secure another location to relocate its operation and secure approval from FCC. The City re-appropriated $412,000 that was allocated for the completion of the purchase. In FY 2014, Globe Wireless, the successor to KFS, approached the City with an offer to sell all rights and interests held for the Property for $370,000. City staff continued to negotiate this proposal and subsequently Globe Wireless lowered their offer to $250,000 for all rights and interest for the Property. On June 27, 2016, Council approved the purchase of a 36.5 acre antenna field exclusive easement from Global Wireless at the Former ITT site located in the Baylands Nature Preserve (CMR ID # 7030- Attachment C). The City already owned the underlying fee title to the Property, and by purchasing the additional rights it gained full control and possession of the site. In conjunction with the sale of the easement, Global Wireless quitclaim all rights and interest to the property and transferred title and interest in all furnishing, fixtures, personal property, and improvements remaining on the property. There are currently two buildings and twenty two antennas on the site. The buildings consist of the following: 1) Transmitting Building was built in 1920’s is approximately 170 X 42.5 feet, for a total of 7,225 square feet. It features an elevated concrete floor with crawl space underneath. It is partitioned into two office space, a machine shop, central control room and one restroom, which was determined in 1998 to be eligible for the National Register of Historic Places City of Palo Alto Page 3 2) Warehouse Building measures 84 x 30 feet totaling 2,520 square feet. It contains two small storage rooms with an entry door, as well as one open garage area with a ten foot overhead door for access. Discussion Article VIII of the City Charter states: “All lands owned or controlled by the city which are or will be used for park, playground, recreation or conservation purposes shall be dedicated for such purposes by ordinance.” Additionally the Charter states that all dedicated parklands shall be listed, with their legal description and map, in Section 22 of the Municipal Code. Dedicating the former ITT Property 36.5 acre antenna field as park land fits with the overall goal of the Baylands Master Plan, which is to preserve and enhance unique and irreplaceable resources. The former ITT Property is a low and flat seasonal wetland, just about at sea level. In 1992, bay water was piped in from the former yacht harbor and the diked marshland was partially restored, allowing some of the original tidal flow to occur. As a result, it is biologically productive and provides valuable habitat. In the western portion of the site, a freshwater pond was created by pumping reclaimed water from the Regional Water Quality Control Plant. This area, except for the easement where antenna field exists, was dedicated as parkland on May 3, 1982. It was named the Emily Renzel Wetlands on September 29, 1992. The Baylands Master Plan identifies Council adopted policies regarding the former ITT Property and the antenna field. The Baylands Master Plan policy states, “Remove the antenna field, replace with marshland, and incorporate this area into Byxbee Park” (Attachment D). On August 23, 2016, the Parks and Recreation Commission discussed the Former ITT Property 36.5 acre antenna field, and expressed their interest in having the site dedicated as park land as soon as possible. Staff will initiate discussions with the Parks and Recreation Commission regarding the restoration of the site and possible trail connections for the parcel in concert with the planing efforts for the Baylands Comprehensive Conservation Plan, which started May 2017 and be competed by Fall 2018. Public Works staff has started the process of cleaning the debris that was abandoned by Globe Wireless. Timeline  Second Reading of the Park Dedication Ordinance: June 19, 2017  Discuss Restroration Strategy and Possible Trail Connections for the Site with Parks and Recreation Commission and the Public During the Baylands Comprehensive Conservation Plan: Summer 2017  Commission recommendation to Council and staff cost estimates and comments: Fall 2018  Present projects for funding as part of the FY19 Capital Improvement Plan budget City of Palo Alto Page 4 process Resource Impact Preparing the property for restoration, public access, making trail connections will require funding through a Capital Improvement Project. The property is adjacent to Baylands Nature Preserve and can be monitored by Park Rangers from adjoining trails and roads. Any additional cost necessary to monitor this property will be absorbed by the Open Space, Parks & Golf Division operating budget. Policy Implications The Baylands Master Plan identifies Council adopted policies regarding the former ITT Property and the Antenna Field (Attachment D). The Baylands Master Plan policy states, “Remove the antenna field, replace with marshland and incorporate this area into Byxbee Park.” The proposed park dedication ordinance is consistent with and implements policies in the Comprehensive Plan that guide land use, community services and facilities. Specifically, the acquisition and protection of open space land is consistent with Policies N-2 and N-4 of the Natural Environment element of the Comprehensive Plan. Environmental Review Dedication of this site as park land is exempt from the requirements of the California Environmental Quality Act (“CEQA”) under section 15061(b) of the CEQA Guidelines. The intended use of the property as protected open space will not change with its dedication as park land. Therefore, the dedication of this property as park land would not result in any direct or foreseeable indirect changes to the environment. Environmental review would be required and conducted prior to any physical changes, including any development of the property for recreational activities or the construction of any recreational facilities in the future. There are no planned actions that would impact the building that is eligible for the National Register of Historic Places. Attachments:  Attachment A- Park Dedication Ordinance 36.5 Acres ITT Antenna Field  Attachment B- Former ITT Property_Area Map  Attachment C- CMR 7030 2016 (3)  Attachment D- Baylands Master Plan ITT Property NOT YET ADOPTED 2017-03-08 Park Dedication Ordinance 36.5 Acres Ordinance No. _____ Ordinance of the Council of the City of Palo Alto Dedicating 36.5 Acres of Land Adjacent to Baylands Nature Preserve For Park, Playground, Recreation or Conservation Purposes The Council of the City of Palo Alto does ORDAIN as follows: SECTION 1. Section 22.08.420 of Chapter 22.08 of Title 22 of the Palo Alto Municipal Code is hereby added to read, as follows: “22.08.420 ITT Antenna Field – Addition to Baylands Nature Preserve. That certain parcel of land known as the ITT Antenna Field (addition to Baylands Nature Preserve), as delineated and described in Exhibit A-29 and attached hereto, is hereby reserved for park, playground, recreation or conservation purposes.” SECTION 2. The Council hereby finds that dedication of this site as parkland is exempt from the requirements of the California Environmental Quality Act (“CEQA”) under CEQA Guidelines Section 15061(b)(3) because it can be seen with certainty that there is no possibility that it will have a significant impact on the environment. In addition, the adoption of this ordinance is exempt under CEQA Guidelines Section 15308 because it is an action to assure the maintenance, restoration, enhancement, or protection of the environment. // // // // // // // // // // // NOT YET ADOPTED 2017-03-08 Park Dedication Ordinance 36.5 Acres SECTION 3. This ordinance shall become effective upon the expiration of thirty (30) days from its passage. INTRODUCED: PASSED: AYES: NOES: ABSTENTIONS: ABSENT: ATTEST: ____________________________ ____________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: ____________________________ ____________________________ Senior Deputy City Attorney City Manager ____________________________ Director of Community Services NOT YET ADOPTED 2017-03-08 Park Dedication Ordinance 36.5 Acres EXHIBIT A-28 APPENDIX A TO CHAPTER 22.08 OF TITLE 22, PARKS All of that certain real property situate in the City of Palo Alto, County of Santa Clara, State of California, and being more particularly described as follows: Parcel One: Beginning at the most Southerly corner of the 151.61 acre parcel of land shown on that certain Record of Survey Map which was filed on August 15, 1969, in Book 258 of Maps, at Pages 4 and 5, records of Santa Clara County, California; thence from said point of beginning along the general Westerly line of said 151.61 acre parcel North 40° 34’ 12” West 1003.28 feet, and North 38° 59’ 40” West 27.39 feet to a point thereon; thence leaving said general Westerly line South 89° 39’ 37” East 1244.50 feet; thence North 11° 41’ 22” East 592.28 feet; thence North 11° 29’ 20” West 502.06 feet; thence North 18° 14’ 16” West 734.92 feet; thence South 82° 14’ 05” West 222.04 feet; thence North 72° 38’ 46” West 335.26 feet; thence North 79° 14’ 55” West 665.06 feet; thence South 14° 50’ 40” West 676.45 feet; thence North 87° 58’ 26” West 121.20 feet to a point on said general Westerly line above described; thence along said general Westerly line as shown on said Map North 16° 20’ 32” West 384.11 feet, South 79° 39’ 28” West 60.00 feet, North 05° 00’ 10” East 195.67 feet, North 85° 31’ 57” East 127.37 feet and North 10° 35’ 30” West 540.33 feet; thence continuing along the general Northerly line of said 151.61 acre parcel as shown on said Map, North 33° 31’ 50” East 179.72 feet, North 63° 59’ 20” East 17.73 feet, South 37° 17’ 50” East 277.53 feet, North 52° 42’ 10” East 375.72 feet, South 88° 07’ 10” East 224.11 feet, North 66° 47’ 40” East 179.79 feet, North 41° 59’ 20” East 112.05 feet, North 13° 58’ 00” East 203.07 feet, and South 88° 58’ 50” East 1113.34 feet to the Northeasterly corner of said 151.61 acre parcel; thence along the general Easterly line of said parcel, South 00° 50’ 58” West 2690.96 feet, South 06° 31’ 50” East 354.00 feet South 79° 03’ 20” East 93.06 feet, South 22° 53’ 30” East 145.20 feet, South 76° 27’ 30” East 132.00 feet to the most Easterly corner of said 151.61 acre parcel; thence along the Southeasterly line of said parcel as shown on said Map, South 70° 24’ 00” West 1317.52 feet to the point of beginning. Parcel Two: Commencing at the most Southerly corner of the 151.61 acre parcel of land shown on that certain Record of Survey Map, recorded August 15, 1969, in Book 258 of Maps, at Pages 4 and 5, records of Santa Clara County, California; thence along the Southwesterly line of said parcel as shown on said Map, North 40° 34’ 12” West 1003.28 feet, and North 38° 59’ 40” West 27.39 feet, thence leaving said Southwesterly line South 89° 39’ 37” East 401.49 feet to the true point of beginning of lands to be described herein; thence from said true point of beginning and continuing South 89° 39’ 37” East 843.01 feet; thence North 11° 41’ 22” East 592.28 feet; thence North 11° 29’ 20” West 502.06 feet; thence North 18° 14’ 16” West 734.92 feet; thence South 82° 14’ 05” West 222.04 feet; thence North 72° 38’ 46” West 335.26 feet; thence South 24° 07’ 42” West 525.95 feet; thence South 05° 08’ 41” East 1360.48 feet to the true point of beginning. NOT YET ADOPTED 2017-03-08 Park Dedication Ordinance 36.5 Acres Parcel Three: Beginning at a point on the general Westerly line of the 151.61 acre parcel of land shown on that certain Record of Survey Map, filed on August 15, 1969, in Book 258 of Maps, at Pages 4 and 5, records of Santa Clara County, California, said point of beginning being the Southerly terminus of the course designated as “North 05° 00’ 10” East 98.90 feet”, shown on the Northerly portion of said general Westerly line as same is delineated upon Sheet 1 of said Map, and said point of beginning being marked on the ground by 3/4 inch iron pipe monument and tag “RCE 5597”; thence from said point of beginning and continuing along said general Westerly line of said 151.61 acre parcel North 05° 00’ 10” East 98.90 feet, North 84° 59’ 50” West 38.65 feet, North 16° 20’ 32” West 122.01 feet, South 84° 59’ 50” East 83.06 feet, North 05° 00’ 10” East 15.00 feet, and South 84° 59’ 50” East 195.69 feet; thence leaving said general Westerly line of said 151.61 acre parcel, South 87° 58’ 26” East 739.73 feet; thence South 05° 08’ 41” East 396.83 feet; thence South 84° 04’ 53” West 287.98 feet; thence North 72° 39’ 01” West 729.32 feet returning to said general Westerly line of said 151.61 acre parcel; thence along said general Westerly line North 16° 23’ 50” West 25.00 feet to the point of beginning. Parcel Four: Parcel A: Commencing at a point on the general Westerly line of the 151.61 acre parcel of land shown on that certain Record of Survey Map filed on August 15, 1969, in Book 258 of Maps, at Pages 4 and 5, records of Santa Clara County, California, said point of beginning being the Southerly terminus of the course designated as “North 05° 00’ 10” East 98.90 feet” as shown on the Northerly portion of said general Westerly line as same is delineated upon Sheet 1 of said Map, and said point of beginning being marked on the ground by a 3/4 inch iron pipe monument and Tag “RCE 5597”; thence from a point of beginning and continuing along said general Westerly line of said 151.61 acre parcel North 05° 00’ 10” East 98.90 feet, North 84° 59’ 50” West 38.65 feet, North 16° 20’ 32” West 122.01 feet, South 84° 59’ 50” East 83.06 feet, North 05° 00’ 10” East 15.00 feet, and South 84° 59’ 50” East 195.69 feet; thence leaving said general Westerly line of said parcel, South 87° 58’ 26” East 121.20 feet to the true point of beginning of the parcel of land to be described herein; thence from said true point of beginning North 14° 50’ 40” East 676.45 feet; thence South 79° 14’ 55” East 665.06 feet; thence South 24° 07’ 42” West 525.95 feet; thence South 05° 08’ 41” East 71.97 feet; thence North 87° 58’ 26” West 618.53 feet to the true point of beginning. Parcel B: Beginning at a point on the general Westerly line of the 151.61 acre parcel as shown on the above described Record of Survey Map, which point of beginning is located along said general Westerly line North 40° 34’ 12” West 1003.28 feet, and North 38° 59’ 40” West 27.39 feet from the most Southerly corner of said parcel as shown on said Map; thence from said point of beginning and continuing along said general Westerly line North 38° 59’ 40” West 681.93 feet, thence tangent to the preceding course on the arc of a curve to the right having a radius of 900.05 feet and a central angle of 22° 35’ 50”, an arc distance of 354.98 feet, thence North 16° 23’ 50” West 241.03 feet; thence leaving said general Westerly line South 72° 39’ 01” East 729.32 feet; thence North 84° 04’ 53” East 287.98 feet; thence South 05° 08’ 41” East 891.68 feet; thence North 89° 39’ 37” West 401.49 feet to the point of beginning. APN: 008-04-001 NOT YET ADOPTED 2017-03-08 Park Dedication Ordinance 36.5 Acres NOT YET ADOPTED 2017-03-08 Park Dedication Ordinance 36.5 Acres This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. Legend abc City Boundary Former ITT Property 0' 1200' Fo r m e r I T T P r o p e r t y Ar e a M a p CITY O F PALO A L TO I N C O R P O R ATE D C ALIFOR N IA P a l o A l t oT h e C i t y o f A P RIL 16 1894 The City of Palo Alto assumes no responsibility for any errors. ©1989 to 2016 City of Palo Alto RRivera, 2016-05-25 17:52:19Baylands Former ITT Property (\\cc-maps\gis$\gis\admin\Personal\RRivera.mdb) City of Palo Alto (ID # 7030) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/27/2016 City of Palo Alto Page 1 Summary Title: Approval of the Purchase of an Exclusive Easment at the Former ITT Site Title: Approval of the Purchase of All Rights, Title, and Interest Held By Globe Wireless at Property Known as Baylands ITT Transmitter Site, Assessor Parcel Numbers: 008-05-001 And 008-05-004 From Globe Wireless Located at 2601 East Bayshore Road From: City Manager Lead Department: Administrative Services RECOMMENDATION Staff recommends Council: 1. Authorize the City Manager or designee to execute the purchase and sale agreement (Attachment A) and quitclaim deed (Attachment B) to purchase all rights, interest, title, interest including exclusive and non-exclusive easements that were part of the Corporation Grant Deed (document number 5887315, recorded on December 29, 1977), executed by ITT Communication; and all furnishings, fixtures, personal property and improvements at the ITT Transmitter Site Property from Globe Wireless for the amount of $250,000 plus closing costs. 2. Authorize the City Manager to execute any documents required to complete the agreement. EXECUTIVE SUMMARY This report transmits a proposed agreement for the purchase and sale of all rights, title, and interest to 36.5 acres of land commonly known as the “Baylands ITT Transmitter site,” (the Property) as shown on Attachment C. In addition, all furnishings, fixtures, personal property, and site improvements at the Property from Globe Wireless would be purchased. On December 12, 1977, ITT World Communication, Inc., donated approximately 69 acres and sold approximately 83 acres for a total of 152 acres in the Baylands to the City of Palo Alto (the City). In the grant deed (Attachment D), ITT reserved an exclusive easement to use and occupy 36.55 acres of the property for a “Public Coast Station” (radio antenna operation). The purchase price was $1,300,000 of which the City of Palo Alto paid $1,000,000 and the Santa Clara Valley Water District paid $300,000. Globe Wireless, the successor to ITT World Communication, KFS City of Palo Alto Page 2 World Communication Inc., and the holder of the current easements, recently contacted the City with an offer to sell all rights and interests held at the Property for the amount of $250,000. Globe Wireless has secured a new property in Rio Vista, California known as the Voice of America site to continue its operation. In conjunction with the sale of the easement, Globe Wireless will quitclaim all rights and interest to the Property and will transfer title and interest in all furnishing, fixtures, personal property and improvements remaining on the Property after it vacates the site. The City currently owns the underlying fee title to the Property and after completing the purchase, it will have full ownership, control and possession of the site. BACKGROUND In 1921 the Federal Telegraph Company leased 200 acres of marshland and built a radio- telegraph transmitting station to serve as the hub of a coastal network of stations and perform ship-to shore communications. In 1928, the property was sold to Mackay Cable & Wireless and in 1930, to ITT. The station transmitted overseas cables, telephone calls, and other communications until the advent of satellite transmission. The site served as a “bounce” station for ships lacking satellite equipment. The high water table and moist soil aid transmission bounce and thus made this a good location for this function. (For additional historical information, Please see: State of California – The Resources Agency – Department of Park and Recreation – Primary Record). In the early 1970s, the Property was recognized as an integral part to rehabilitate the Baylands. The City rezoned it as agriculture-conservation to reflect the city’s long term vision for the property and began negotiations for its purchase. The ultimate goal was to open the area to the tides and allow it to revert to the salt marsh it was prior to diking. The City began negotiation with ITT World Communication (ITT) to acquire the site in 1977 (CMR: 327:07). Later in the same year, the title of the 152 acres of diked marshland was transferred (sold and donated), by grand deed, (Attachment C) to the City and in conjunction with the sale, the City granted an easement to the Santa Clara Valley Water District. (CMR: 355:07). In 1978, the planning Commission by a vote of 4-0 recommended the approval of pre-zoning of the Former ITT Property from A-C-D (Agricultural Conversation –Design Control) to P-F-D (Public Facility –Design Control). The former ITT Site, excluding the 36.5- acre easement for the antenna field was dedicated as parkland on May 3, 1982. The ordinance refers to it as the “John Fletcher Byxbee Recreation Area Addition”. As part of the terms and conditions of the sale, ITT reserved an exclusive easement over the 36.5 acres known as “Parcel I” for the continued use, operation and maintenance of a coast communication station “Public Coast Station” (radio antenna operation) under a license from the Federal Communication Commission (FCC). ITT also maintained a non-exclusive easement over Parcel 2, a fifty (50) foot wide road, for ingress and egress to East Bayshore Road. The purchase price for the 152 acres was $1,300,000 of which the City of Palo Alto paid $1,000,000 and the Santa Clara Valley Water District paid $300,000. The agreement required that ITT must City of Palo Alto Page 3 consolidate all of its improvements onto “Parcel I” within one year of its obtaining all required permits (CMR: 447:08). On September 29, 1992, the City Council approved (CMR: 409:92) the recommendation of the Palo Alto Historical Association to rename the marshland formerly known as the “ITT Marsh” as the “Emily Renzel Marsh”. In 1990, KFS World Communications (KFS) acquired the ITT easement. In 1992, Ken Jones, the owner of KFS approached the City with a proposal to relocate the facility to another location within the Bay Area and sell KFS’ rights to the City for $550,000. The City Manager requested Council direction (CMR: 545:92). The Council discussed buying back the easement, and instructed the staff to continue discussion with KFS and requested more information since the two parties were unable to agree on a price. On January 7, 1993 staff returned to Council (CMR: 116:93) with additional information regarding the economic utility of the ITT site should the site revert to the City. On September 16, 1993, the City Council approved a purchase and sale agreement, (CMR: 462:93), approved a Budget Amendment Ordinance (4172), authorized the purchase of all the rights, interest and all site improvements for the amount of $370,000, and allocated $42,000 for the demolition expense. The agreement was not completed since KFS was not able to secure another location to relocate its operation and secure approval from FCC. The City reappropriated $412,000 that was allocated for the completion of the purchase. In FY 2014, Globe Wireless, the successor to KFS approached the City with an offer to sell all rights and interests held for the Property for $370,000. City staff continued to negotiate this proposal and subsequently Globe Wireless lowered their offer to $250,000 for all rights and interest for the Property. DISCUSSION Easements An easement is a right created by a grant, reservation, agreement, prescription or necessary implication, which one entity has in the land of another. As previously stated, the exclusive easement held by Globe Wireless is a perpetual exclusive easement to use and occupy the Property. According to the terms of the original Grand Deed: “Grantor reserves to itself, its successors and assigns, for as long as Grantor, its successors or assigns continue to operate on parcel One (I ) pursuant to license issued by the Federal Communication Commission, or successor agency, a public coast station as defined in 47 CPR 81, or successors regulation, (herein after “Public Coast Station”), and for a period of 90 days thereafter, the following easements [to operate the Pacific Coast Station].” As the 36.5 acre land parcel was essentially landlocked, part of the agreement also included a non-excusive easement over a fifty (50) feet wide road providing access to the site. This easement road virtually bisects the property in half. In addition, the Santa Clara Valley Water City of Palo Alto Page 4 District has a non-exclusive easement and non-interfering easement over approximately 5.29 acres of the subject site for a flood control easement. In the past twenty five (25) years, the City of Palo Alto has explored the purchase of the easements rights held by various companies and their successors in order to have complete possession, use and control over this sensitive and important property. The City Council did approve the purchase of the easement rights in 1993 and allocated funds to complete the transaction. For a variety of reasons, the deal was not completed and the use of the Property remained with KFS and subsequently acquired by Globe Wireless when the two companies merged. In mid-2014, the facilities and equipment at the site was vandalized and power has been turned off. On December 5, 2015, the City notified Globe Wireless that the easement had expired as there had been no use for 90 days. Globe disputed this but nevertheless offered to sell easement rights to the City for the previously negotiated price of $250,000. After consulting with City Attorney’s office, staff approached Globe Wireless to: terminate easements rights and all rights and interest to the Property via purchase and mutual agreement. Globe Wireless’ offer to sell is an opportunity for the City to gain control, possession and use of this Property in the Baylands at a price that is lower than what the City approved to pay for the easement rights in 1993. The purchase will connect and restore the property to the original ITT acreage. The City can then develop plans to allow public access and restore the property according to Bayland Master Plan guidelines. Terms of Current Offer by Globe Wireless Price The purchase price is $250,000 all cash for all rights and interest held for the Property ($6,850 per acre). City to accept the property “as is”. Purchase is subject to Council approval. Land The subject property is situated within the Baylands Master Plan Area (Former ITT Property Chapter 3. In 1978, the City adopted the Baylands Master Plan as a long-range plan for treating the Baylands as an integrated whole and balancing ecological preservation with continued commercial and recreational use. The overall goal was to preserve and enhance the unique irreplaceable resources while providing a framework and guide for future actions in the area. The Baylands was divided into the yacht harbor, airport, golf course, the former ITT site, landfill, duck pond and Lucy Evans Bayland Nature Interpretive Center areas and natural marshlands preserve. A. Zoning: Public Facilities District (PF-D). B. Interior Portions: Open Space Controlled Development C. Exterior Portion: Public Conservation Land D. Interior Portion: Not dedicated Parkland E. Exterior Portion: Dedicated Parkland City of Palo Alto Page 5 On – Site Improvements The buildings and antenna field are in the middle of the site, surrounded by and separated from the wetlands by levees and a fence and entrance is prohibited. There are five (5) buildings and twenty two (22) antennas on the site. Most of the antennas are wooden poles with copper wire; others are metal including a 60 – foot tower. The buildings consist of the following: 1) Transmitting Building built in 1920’s is approximately 170 X 42.5 feet, for a total of 7,225 square feet. It features an elevated concrete floor with crawl space underneath. It is partitioned into two office space, a machine shop, central control room and one restroom, 2) Warehouse Building: it measures 84 x 30 feet totaling 2,520 square feet. It contains two small storage rooms with an entry door, as well as one open garage area with a ten foot overhead door for access, 3) Two Machine Shop & Garage: They measure 72 X 24 feet, 1728 square feet and 24 X 24 feet, 576 square feet respectively, 4) There are two utility building: The larger one is 16 x 12 feet, 192 square feet and the smaller one is 8.75 X 11.75 feet, 102 square feet. Environmental Assessment Phase One (1) environmental site assessment was completed on June 16, 2015. The site is not listed on any regulatory database related to use, storage, or release of hazardous materials reviewed during the investigation nor does there appear to be any agency listed site in the vicinity that have significant potential to impact soil, groundwater, or soil vapor quality. Further testing was recommended and a Phase II testing will be completed in the next six months. Inventory Titles and interest in all finishing, fixtures, equipment, and personal property will transfer to the City. Staff completed a visual inspection and video filming of all finishing, fixtures, equipment, and personal property at the Property on May 18, 2016. Property Appraisal The perpetual exclusive easement rights were appraised by a City hired appraiser on October 5, 1992. The value was determined to equal $11,144,000. In the opinion of the appraiser, there was virtually no substantial difference between the market value and the exclusive easement value of the land parcel. The property was appraised for highest and best use as land to develop smaller light industrials/research and development buildings, although the land will be developed according to the Baylands Master Plan Guidelines. TIMELINE Staff will open escrow immediately after the Council approval. The completion of the transaction will take approximately 20 to 30 days to complete. After closing, staff will explore potential use options within the allowable parameters and will schedule a study session with the Council to seek directions and inputs for future plans for this Property. RESOURCE IMPACT To obtain the rights cited above, it will cost the City $250,000 plus up to $3,000 in closing expenses. Staff recommends using the General Fund’s Budget Stabilization Reserve for the City of Palo Alto Page 6 purchase. Future improvements on the site will be proposed through the City’s annual Capital Improvement Plan budget process. POLICY IMPLICATIONS This recommendation is consistent with existing City policy and the Bayland Master Plan. ENVIRONMENTAL REVIEW Authorization of the purchase of all rights, titles and interests held by Globe Wireless at the Property is Categorically Exempt from California Environmental Quality Act (CEQA) review under CEQA guidelines section 15301 (existing facilities). Further environmental review will be conducted in connection with any future use of the facility. Attachments:  Attachment A: Purchase and Sale Agreement Globe Wireless (PDF)  Attachment B: Quitclaim Easement ITT Property (PDF)  Attachment C: Former ITT Property_Area Map (PDF)  Attachment D: Former ITT Corporation Grant Deed, Dec 1977 (PDF) Attachment A PLAL\51723\1002478.1 -1- AGREEMENT FOR PURCHASE AND SALE THIS AGREEMENT FOR PURCHASE AND SALE (“Agreement”) is made and entered into as of July ___, 2016, which is the date that Buyer has signed this Agreement (the “Effective Date”) by and between Globe Wireless Inc., a Delaware corporation (“Seller”), and City of Palo Alto, a California Chartered Municipal corporation (“Buyer” or the “City”). RECITALS A. On or about December 1977, ITT World Communications Inc. (“ITT”) conveyed approximately 69 acres of real property to the City, by a Corporation Grant Deed, recorded December 29, 1977 in Book D374 of Official Records, Page 364 under Recorder’s Serial Number 5887315 (the “Public Coast Station Parcels”). Pursuant to said Deed, ITT reserved various easements over the Public Coast Station Parcels for as long as it or its successors operated thereon a Class I-A Public Coast Station in the Maritime Mobile Service pursuant to a license issued by the Federal Communications Commission (the “Public Coast Station”). B. On or about December 1977, ITT conveyed an additional approximately 83 acre parcel of real property to the City by a Corporation Grant Deed, recorded December 29, 1977 in Book D374 of Official Records, Page 267 under Recorder’s Serial Number 5887311 (the “83 Acre Parcel”), pursuant to that certain Purchase Agreement between and among ITT, the City and the Santa Clara Valley Water District dated December 5, 1977 and recorded December 5, 1977 in Book D374 of Official Records, Page 185 under Recorder’s Serial Number 5887309, and pursuant to which ATT reserved easements over the 83 Acre Parcel for water flow, operation and relocation of the Public Coast Station purposes. The 83 Acre Parcel and the Public Coast Station Parcels are more particularly described on Exhibit A attached hereto and are collectively referred to as the “Property”. C. On June 4, 1990, KFS Word Communication, Inc., acquired by deed ITT’s right, title, and interest in the Property in order to continue operation of the Public Coast Station. In 1997, KFS World Communication was merged into Globe Wireless and Globe Wireless became the successor of all rights of KFS. D. Located on the Property are various physical improvements, including, without limitation, wooden and metal antennas and several buildings which contain fixtures and furnishings. An inventory of the general description and number of all such furnishings, fixtures, personal property, and improvements (the “Inventory Items”) was competed on May 18, 2016 by City Staff by electronic video recording. E. Seller has ceased operating a Public Coast Station on the Property and desires to relinquish, convey and sell its interests in the Property and Inventory Items to Buyer, and Buyer desires to purchase the same from Seller, all on the terms, conditions, and provisions set forth in this Agreement. F. Seller and Buyer recognize that the sale and purchase of the Property and Inventory Items is subject to approval by the Palo Alto City Council, in its sole and absolute discretion, and that this Agreement shall have no force or effect unless and until said approval has been obtained. Buyer shall obtain such approval before it executes this Agreement. PLAL\51723\1002478.1 2 NOW, THEREFORE, in consideration of their mutual covenants, Seller and Buyer hereby agree as follows: 1. Seller agrees to relinquish, convey and sell all of Seller’s right, title, and interest in the Property and Inventory Items, and Buyer agrees to purchase and to receive all of Seller’s right, title, and interest in the Property and Inventory Items, upon all of the terms, covenants and conditions set forth in this Agreement. In connection therewith: (a) The Buyer will do a walk-through five days prior to closing of escrow in order to complete the final inspection of the property. (b) Seller understands and acknowledges that Buyer does not wish to be burdened by the responsibility for and costs of removing additional fixtures, personal property , or improvements which Seller may wish to add to the Property after this Agreement is executed and prior to the Closing, and agrees not to add any personal property, fixtures, equipment and improvement to the to the Property. 2. Price. The purchase price for Seller’s right, title and interest in the Property and all Inventory Items (the “Purchase Price”) is the sum of two hundred and fifty thousand dollars ($250,000), and shall be payable by Buyer to Seller in cash at the Closing. The Purchase Price shall be the total consideration paid by Buyer to Seller for the Property and all Inventory Items. 3. Closing. (a) Closing Date. The closing of the transaction described herein (the “Closing”) shall occur thirty (30) days following the Effective Date of this Agreement. Closing shall occur at the offices Old Republic Title Company (“Escrow Agent” or “Title Company”), 555 12th Street, Suite 200, Oakland, CA 94607; (510) 272-1121. (b) Deliveries. At Closing, Seller shall deliver to Escrow (i) an executed and acknowledged quitclaim deed (“Deed”) to the Property, in form suitable for recording, (ii) a bill of sale for the Inventory Items in the form of Exhibit C attached hereto, and (iii) such other documents as may be required to effectuate the Closing. Buyer shall deliver an executed certificate of acceptance and such other documents as may be required to effectuate the Closing. The parties shall cooperate in the preparation of standard escrow instructions to be delivered to Escrow Agent not less than three (3) days before Closing. (c) Prorations. (i) Real estate taxes and assessments, personal property taxes, if any, and all other items of income and expense with respect to the Property shall be prorated between Seller and Buyer as of Closing. All such items attributable to the period through and including the Closing shall be credited or charged to Seller. All such items attributable to the period following the Closing shall be credited or charged to Buyer. Seller shall be entitled to and will arrange for the return of any applicable refundable deposits or bonds held by any utility, govern mental agency or service contractor with respect to the Property. Buyer shall have no obligation to make or cooperate in the making of such arrangements or refunds except where it is obligated as a “utility, govern mental agency, or service contractor.” Seller will indemnify the Buyer against all liability and liens as to any utility, govern mental agency, or service contractor which is owed money by Seller at the Closing. PLAL\51723\1002478.1 3 (ii) All prorations which can be accurately liquidated or reasonably estimated as of the Closing shall be made at Closing. All other proration and adjustments to any estimated proration shall be made by Buyer and Seller with due diligence and cooperation within 30 days prior to closing. (d) Costs. No real property transfer tax is due on the transfer of the rights, and interest from Seller to Buyer. Buyer shall pay any recording costs for the Deed. All other costs and expenses, and escrow fees shall be divided between the Buyer and the Seller as customarily. 4. Condition of Property. Seller disclaims the making of any representations or warranties, express or implied, regarding the Property or matters affecting the Property, including, without limitation, the physical condition of the Property, title to or the boundaries of the Property, pest control matters, soil condition, hazardous waste, toxic substance or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, access to the Property from a public highway or street, and all other information pertaining to the Property. Buyer, moreover, acknowledges that (i) Buyer has entered into this Agreement with the intention of making and relying upon its own investigation of the physical, environmental, economic and legal condition of the Property and (ii) Buyer is not relying upon any representations and warranties made by Seller or anyone acting or claiming to act on Seller’s behalf concerning the Property. Buyer further acknowledges that it has not received from Seller any accounting, tax, legal, architectural, engineering, property management or other advice with respect to this transaction and is relying solely upon the advice of its own accounting, tax, legal, architectural, engineering, property management and other advisors. Buyer hereby agrees that the waiver or satisfaction of the condition set forth in this Section 4 hereof shall constitute an acknowledgment that Seller has given Buyer every opportunity to consider, inspect and review to its satisfaction the physical, environmental, economic and legal condition of the Property and all files and information in Seller’s possession that are material to the purchase of the Property. BUYER HEREBY EXPRESSLY ACKNOWLEDGES THAT BUYER SHALL PURCHASE THE PROPERTY IN ITS “AS-IS” CONDITION AS OF CLOSING AND ASSUMES THE RISK THAT ADVERSE PHYSICAL, ENVIRONMENT AL, ECONOMIC OR LEGAL CONDITIONS MAY NOT HAVE BEEN REVEALED BY ITS INVESTIGATION. Notwithstanding the foregoing, (1) Seller warrants to Buyer that Buyer at Closing shall acquire title to the Property free and clear of any leases, licenses, service contracts, or purchase options or rights of first refusal to purchase the Property or Inventory Items; (2) there is no litigation concerning the Property or Inventory Items; and (3) nothing herein contained shall relieve Seller of its duty to disclose to Buyer any material facts relative to the condition of the Property actually known to Seller (without independent investigation or inquiry) and which would not be reasonably apparent to Buyer upon its own inspections and investigations. 5. Conditions Precedent. (a) Conditions. Buyer’s obligation to purchase the Property is subject to and contingent upon the satisfaction or waiver of the following conditions precedent: (i) Buyer’s inspection and approval by written notice to Seller by no later than fifteen (15) business days after the Effective Date of this Agreement of all physical, environmental, economic, legal and other matters relating to the condition of the Property. Buyer shall give notice of approval or disapproval by said date. Buyer shall have the opportunity to review all documents and information in Seller’s possession that are material to PLAL\51723\1002478.1 4 the purchase of the Property, and Seller shall make the same available to Buyer within five (5) business days following the date of this Agreement. Seller shall permit Buyer and its authorized representatives, upon reasonable prior notice, reasonable access to the Property prior to Closing to make tests and conduct inspections and shall cooperate with Buyer in the making of its investigations but shall not be obligated to incur any expense in connection therewith. Buyer shall indemnify and defend Seller against and hold Seller harmless from any and all loss, cost, liability and expense (including reasonable attorneys’ fees) arising out of Buyer’s activities on the Property; (ii) Seller’s performance of each and every covenant of Seller herein; and (iii) The absence of any liens on the Property, whether voluntarily created by Seller or involuntarily suffered by Seller to be imposed thereon (excluding the lien of non-delinquent property taxes and assessments). (b) Seller’s obligation to sell the Property is subject to and contingent upon the satisfaction or waiver of the following conditions precedent: (i) The approval of the sale by the City Council of the City of Palo Alto; and (ii) Buyer’s performance of each and every covenant of Buyer herein. (c) Title. (i) Title Objections. Buyer has had obtained from Title Company a preliminary report dated April 18, 2016 (the “Preliminary Title Report”) covering the Property, a copy of which is attached hereto as Exhibit B. Exception Nos. 1-23, 28, 29, 34, 36 - 41 are deemed to be “Permitted Exceptions”. From time to time after the Effective Date and prior to the Closing Date, Buyer may give written objection to matters of title first appearing in any updated title report issued after the Preliminary Title Report. Seller shall have the right, but not the obligation (except as to monetary objections) to attempt to remove, satisfy or otherwise cure any exceptions to title to which Buyer objects hereunder. Within ten (10) days after receipt of Buyer’s objection notice, Seller shall give written notice to Buyer informing Buyer of Seller’s election with respect to such objections. If Seller fails to give such written notice of election within such ten (10) days, Seller shall be deemed to have elected not to attempt to cure the objections (other than monetary objections). Except as to monetary objections, if Seller elects, or is deemed to have elected, not to cure any exceptions to title to which Buyer has objected or, if after electing to attempt to cure, Seller determines that it is unable to remove, satisfy or otherwise cure any such objections, Buyer’s sole remedy hereunder shall be either (a) to accept title to the Property subject to such exceptions or (b) to terminate this Agreement by written notice to Seller. (ii) Title Insurance. Buyer’s obligation to close escrow shall be subject to Old Republic Title Company issuing, upon payment by Buyer of its regularly schedule 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 Buyer, subject only to the Permitted Exceptions. PLAL\51723\1002478.1 5 6. Seller’s Covenants. Seller hereby covenants and agrees that during the period prior to the Closing Seller will (a) maintain the physical condition of the Property in a manner consistent with Seller’s past practices, (b) maintain casualty insurance on the Property in amounts and covering perils consistent with Seller’s past practices, (c) not voluntarily impose or cause to be imposed any liens or encumbrances upon the Property, (d) not install on the Property any material new improvements (such as new structures) without the prior written comment of Buyer, and (e) comply with all applicable laws in any removal by Seller of any hazardous materials from the Property. 7. Casualty: Condemnation. (a) In the event that prior to Closing there is any damage to or destruction of any improvements to the Property, the transaction contemplated by this Agreement nevertheless will proceed according to its terms and without adjustment in the Purchase Price, provided that Seller will assign to Buyer at Closing Seller’s rights under its casualty insurance policy in respect of such damage or destruction, and Buyer shall be entitled to adjust the loss with the insurer; (b) In the event that prior to closing there is any proceeding in eminent domain commenced or threatened (other than by Buyer), Buyer, at Buyer’s election, may terminate this Agreement without liability, or proceed with the transaction contemplated by this Agreement, in the latter of which events the transaction will proceed in accordance with the terms hereof and without any adjustment in Purchase Price, and Buyer shall be entitled to all condemnation proceeds and the right to negotiate and consummate the disposition of the proceeding. 8. Miscellaneous. (a) Insurance. Seller’s existing blanket fire and extended coverage insurance policy, as it affects the Property, shall be cancelled as of the Closing, and Buyer shall have no interest in any premium refund due thereon. (b) Tax-Deferred Exchange. At Seller’s election, Buyer agrees to cooperate with Seller for the purpose of Seller effecting a tax-deferred exchange(s) pursuant to Internal Revenue Code Section 1031 provided (i) Closing occurs on or prior to the last date set forth in Section 3(a) hereof, and (ii) Buyer shall incur no additional expense by reason of such cooperation. Notwithstanding the foregoing, Buyer shall be under no obligation to cooperate with Seller for purposes of Seller effecting a tax-deferred exchange hereunder by selling or exchanging or otherwise transferring other real property owned by Buyer. (c) Brokers. Each party to this Agreement warrants to the other that no person or entity can properly claim a right to a real estate commission , real estate finder’s fee, real estate acquisition fee or other real estate brokerage-type compensation (collectively, “Real Estate Compensation”) based upon the acts of that party with respect to the transaction contemplated by this Agreement. Each party hereby agrees to indemnify and defend the other against and to hold the other harmless from any and all loss, cost, liability or expense (including but not limited to reasonable attorneys’ fees) resulting from any claim for Real Estate Compensation by any person or entity based upon such acts. (d) Successors and Assigns. Buyer shall not assign Buyer’s rights hereunder without the prior written consent of Seller, which consent shall not be unreasonably PLAL\51723\1002478.1 6 withheld (provided that any such assignment in any event shall be to a governmental body exclusively for public purposes). (e) Notices. All written notices required to be given pursuant to the terms hereof shall be either personally delivered, sent by facsimile machine, sent by Federal Express or comparable overnight service or deposited in the United States express mail or first class mail, registered or certified return receipt requested, postage prepaid, and addressed as follows: To Buyer: City of Palo Alto 250 Hamilton Avenue P.O. Box 10250 Palo Alto, CA 94303 Attn: Real Property Manager To Seller: Globe Wireless Inc. 16621 E Indiana Avenue # 1-106 Spokane Valley, WA 99216 Attn: Ron Hays The foregoing addresses may be changed from time to time by written notice. Notices shall be deemed received upon the earlier of actual receipt or three business days following mailing. (f) Time. Time is of the essence of every provision contained in this Agreement. (g) Possession. Possession of the Property shall be delivered to Buyer at Closing. (h) No Deductions or Offsets. Buyer acknowledges that the Purchase Price to be paid for the Property pursuant to this Agreement is a net amount and shall not be subject to any offsets or deductions except for escrow closing expenses. (i) Attorneys’ Fees. In the event any dispute between Buyer and Seller should result in litigation, the prevailing party shall be reimbursed for all reasonable costs incurred in connection with such litigation, including, without limitation, reasonable attorneys’ fees. (j) Review by Counsel. The parties acknowledge that each party has been represented by counsel and such counsel have reviewed and revised this Agreement. (k) Governing Law. This Agreement shall be construed and interpreted in accordance with and shall be governed and enforced in all respects according to the laws of the State of California. (l) Counterparts. This Agreement may be executed in one or more counterparts. All counterparts so executed shall constitute one contract, binding on all parties, even though all parties are not signatory to the same counterpart. PLAL\51723\1002478.1 7 (m) Entire Agreement. This Agreement and the attached exhibits, which are by this reference incorporated herein (and all documents in the nature of such exhibits), when executed, contain the entire understanding of the parties and supersede any other written or oral understanding. (n) Authority. If Seller is a corporation, partnership, trust, association or other entity, Seller and each person executing this Agreement on behalf of Seller does hereby covenant and warrant that (a) Seller is duly incorporated or otherwise established or formed and validly existing under the laws of its state of incorporation, establishment or formation, (b) Seller has and is duly qualified to do business in California, (c) Seller has full corporate, partnership, trust, association or other power and authority to enter into this Agreement and to perform all Seller’s obligations hereunder, (d) each person (and all of the persons if more than one signs) signing this Agreement on behalf of Seller is duly and validly authorized to do so, and (e) by entering into this Agreement, performing its obligations under this Agreement, and selling the Property, Seller hall not be in default of any contract to which it is a party. Upon execution hereof and at Buyer’s request, Seller shall provide Buyer and or the Title Company with a written certification of its Corporate Secretary or other appropriate authorizing officer or partner attesting that at a duly noticed meeting of its Board of Directors or other governing body a resolution has been unanimously adopted approving Seller’s execution hereof, thereby binding itself to the terms of this Agreement and identifying the person(s) authorized to execute this Agreement on behalf of Seller. (o) Further Assurances. From and after the Effective Date of this Agreement and following the Closing Date, and for no further consideration, Seller and Buyer shall perform such acts and execute, acknowledge and deliver such additional documents as reasonably requested by the other party to: (i) vest Buyer with all of Seller right, title, and interest in the Property; (ii) carry out the transactions contemplated by this Agreement; and (iii) protect each party’s rights under this Agreement. IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement for Purchase and Sale as of the day and year first written above. SELLER: GLOBE WIRELESS, INC. a Delaware Corporation Its: BUYER: CITY OF PALO ALTO, a California Chartered Municipal Corporation City Manager APPROVED AS TO FORM: Senior Assistant City Attorney PLAL\51723\1002478.1 8 APPROVED: Director of Finance Real Property Manager Page 1 of 2 ORDER NO. : 1117016668-JS EXHIBIT A The land referred to is situated in the County of Santa Clara, City of Palo Alto, State of California, and is described as follows: Parcel One: Beginning at the most Southerly corner of the 151.61 acre parcel of land shown on that certain Record of Survey Map which was filed on August 15, 1969, in Book 258 of Maps, at Pages 4 and 5, records of Santa Clara County, California; thence from said point of beginning along the general Westerly line of said 151.61 acre parcel North 40° 34’ 12” West 1003.28 feet, and North 38° 59’ 40” West 27.39 feet to a point thereon; thence leaving said general Westerly line South 89° 39’ 37” East 1244.50 feet; thence North 11° 41’ 22” East 592.28 feet; thence North 11° 29’ 20” West 502.06 feet; thence North 18° 14’ 16” West 734.92 feet; thence South 82° 14’ 05” West 222.04 feet; thence North 72° 38’ 46” West 335.26 feet; thence North 79° 14’ 55” West 665.06 feet; thence South 14° 50’ 40” West 676.45 feet; thence North 87° 58’ 26” West 121.20 feet to a point on said general Westerly line above described; thence along said general Westerly line as shown on said Map North 16° 20’ 32” West 384.11 feet, South 79° 39’ 28” West 60.00 feet, North 05° 00’ 10” East 195.67 feet, North 85° 31’ 57” East 127.37 feet and North 10° 35’ 30” West 540.33 feet; thence continuing along the general Northerly line of said 151.61 acre parcel as shown on said Map, North 33° 31’ 50” East 179.72 feet, North 63° 59’ 20” East 17.73 feet, South 37° 17’ 50” East 277.53 feet, North 52° 42’ 10” East 375.72 feet, South 88° 07’ 10” East 224.11 feet, North 66° 47’ 40” East 179.79 feet, North 41° 59’ 20” East 112.05 feet, North 13° 58’ 00” East 203.07 feet, and South 88° 58’ 50” East 1113.34 feet to the Northeasterly corner of said 151.61 acre parcel; thence along the general Easterly line of said parcel, South 00° 50’ 58” West 2690.96 feet, South 06° 31’ 50” East 354.00 feet South 79° 03’ 20” East 93.06 feet, South 22° 53’ 30” East 145.20 feet, South 76° 27’ 30” East 132.00 feet to the most Easterly corner of said 151.61 acre parcel; thence along the Southeasterly line of said parcel as shown on said Map, South 70° 24’ 00” West 1317.52 feet to the point of beginning. Parcel Two: Commencing at the most Southerly corner of the 151.61 acre parcel of land shown on that certain Record of Survey Map, recorded August 15, 1969, in Book 258 of Maps, at Pages 4 and 5, records of Santa Clara County, California; thence along the Southwesterly line of said parcel as shown on said Map, North 40° 34’ 12” West 1003.28 feet, and North 38° 59’ 40” West 27.39 feet, thence leaving said Southwesterly line South 89° 39’ 37” East 401.49 feet to the true point of beginning of lands to be described herein; thence from said true point of beginning and continuing South 89° 39’ 37” East 843.01 feet; thence North 11° 41’ 22” East 592.28 feet; thence North 11° 29’ 20” West 502.06 feet; thence North 18° 14’ 16” West 734.92 feet; thence South 82° 14’ 05” West 222.04 feet; thence North 72° 38’ 46” West 335.26 feet; thence South 24° 07’ 42” West 525.95 feet; thence South 05° 08’ 41” East 1360.48 feet to the true point of beginning. Parcel Three: Page 2 of 2 Beginning at a point on the general Westerly line of the 151.61 acre parcel of land shown on that certain Record of Survey Map, filed on August 15, 1969, in Book 258 of Maps, at Pages 4 and 5, records of Santa Clara County, California, said point of beginning being the Southerly terminus of the course designated as “North 05° 00’ 10” East 98.90 feet”, shown on the Northerly portion of said general Westerly line as same is delineated upon Sheet 1 of said Map, and said point of beginning being marked on the ground by 3/4 inch iron pipe monument and tag “RCE 5597”; thence from said point of beginning and continuing along said general Westerly line of said 151.61 acre parcel North 05° 00’ 10” East 98.90 feet, North 84° 59’ 50” West 38.65 feet, North 16° 20’ 32” West 122.01 feet, South 84° 59’ 50” East 83.06 feet, North 05° 00’ 10” East 15.00 feet, and South 84° 59’ 50” East 195.69 feet; thence leaving said general Westerly line of said 151.61 acre parcel, South 87° 58’ 26” East 739.73 feet; thence South 05° 08’ 41” East 396.83 feet; thence South 84° 04’ 53” West 287.98 feet; thence North 72° 39’ 01” West 729.32 feet returning to said general Westerly line of said 151.61 acre parcel; thence along said general Westerly line North 16° 23’ 50” West 25.00 feet to the point of beginning. Parcel Four: Parcel A: Commencing at a point on the general Westerly line of the 151.61 acre parcel of land shown on that certain Record of Survey Map filed on August 15, 1969, in Book 258 of Maps, at Pages 4 and 5, records of Santa Clara County, California, said point of beginning being the Southerly terminus of the course designated as “North 05° 00’ 10” East 98.90 feet” as shown on the Northerly portion of said general Westerly line as same is delineated upon Sheet 1 of said Map, and said point of beginning being marked on the ground by a 3/4 inch iron pipe monument and Tag “RCE 5597”; thence from a point of beginning and continuing along said general Westerly line of said 151.61 acre parcel North 05° 00’ 10” East 98.90 feet, North 84° 59’ 50” West 38.65 feet, North 16° 20’ 32” West 122.01 feet, South 84° 59’ 50” East 83.06 feet, North 05° 00’ 10” East 15.00 feet, and South 84° 59’ 50” East 195.69 feet; thence leaving said general Westerly line of said parcel, South 87° 58’ 26” East 121.20 feet to the true point of beginning of the parcel of land to be described herein; thence from said true point of beginning North 14° 50’ 40” East 676.45 feet; thence South 79° 14’ 55” East 665.06 feet; thence South 24° 07’ 42” West 525.95 feet; thence South 05° 08’ 41” East 71.97 feet; thence North 87° 58’ 26” West 618.53 feet to the true point of beginning. Parcel B: Beginning at a point on the general Westerly line of the 151.61 acre parcel as shown on the above described Record of Survey Map, which point of beginning is located along said general Westerly line North 40° 34’ 12” West 1003.28 feet, and North 38° 59’ 40” West 27.39 feet from the most Southerly corner of said parcel as shown on said Map; thence from said point of beginning and continuing along said general Westerly line North 38° 59’ 40” West 681.93 feet, thence tangent to the preceding course on the arc of a curve to the right having a radius of 900.05 feet and a central angle of 22° 35’ 50”, an arc distance of 354.98 feet, thence North 16° 23’ 50” West 241.03 feet; thence leaving said general Westerly line South 72° 39’ 01” East 729.32 feet; thence North 84° 04’ 53” East 287.98 feet; thence South 05° 08’ 41” East 891.68 feet; thence North 89° 39’ 37” West 401.49 feet to the point of beginning. APN:008-04-001 OLD REPUBLIC TITLE COMPANY For Exceptions Shown or Referred to, See Attached Page 1 of 14 Pages ORT 3158-A (Rev. 08/07/08) 555 12th Street, Suite 2000 Oakland, CA 94607 (510) 272-1121 Fax: (510) 208-5045 PRELIMINARY REPORT CITY OF PALO ALTO 250 Hamilton Avenue Palo Alto, CA 94301 Attention: HAMID GHAEMMAGHAMI Property Address: Our Order Number 1117016668-JS When Replying Please Contact: Jennifer Senhaji JSenhaji@ortc.com (510) 272-1121 008-04-001, Palo Alto, CA 94301 In response to the above referenced application for a policy of title insurance, OLD REPUBLIC TITLE COMPANY, as issuing Agent of Old Republic National Title Insurance Company, hereby reports 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 I attached. The policy to be issued may contain an arbitration clause. When the Amount of 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 Homeowner’s Policy of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Exhibit I. 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 I 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 carefully considered. It is important to note that this preliminary report is not a written representation as to the condition of title 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 April 18,2016,at 7:30 AM OLD REPUBLIC TITLE COMPANY ORDER NO. 1117016668-JS Page 2 of 14 Pages ORT 3158-B The form of policy of title insurance contemplated by this report is: CLTA Standard Coverage Policy -1990. A specific request should be made if another form or additional coverage is desired. The estate or interest in the land hereinafter described or referred or covered by this Report is: Fee Title to said estate or interest at the date hereof is vested in: City of Palo Alto The land referred to in this Report is situated in the County of Santa Clara, City of Palo Alto,State of California, and is described as follows: Parcel One: Beginning at the most Southerly corner of the 151.61 acre parcel of land shown on that certain Record of Survey Map which was filed on August 15, 1969, in Book 258 of Maps, at Pages 4 and 5, records of Santa Clara County, California; thence from said point of beginning along the general Westerly line of said 151.61 acre parcel North 40° 34’ 12” West 1003.28 feet, and North 38° 59’ 40” West 27.39 feet to a point thereon; thence leaving said general Westerly line South 89° 39’ 37” East 1244.50 feet; thence North 11° 41’ 22” East 592.28 feet; thence North 11° 29’ 20” West 502.06 feet; thence North 18° 14’ 16” West 734.92 feet; thence South 82° 14’ 05” West 222.04 feet; thence North 72° 38’ 46” West 335.26 feet; thence North 79° 14’ 55” West 665.06 feet; thence South 14° 50’ 40” West 676.45 feet; thence North 87° 58’ 26” West 121.20 feet to a point on said general Westerly line above described; thence along said general Westerly line as shown on said Map North 16° 20’ 32” West 384.11 feet, South 79° 39’ 28” West 60.00 feet, North 05° 00’ 10” East 195.67 feet, North 85° 31’ 57” East 127.37 feet and North 10° 35’ 30” West 540.33 feet; thence continuing along the general Northerly line of said 151.61 acre parcel as shown on said Map, North 33° 31’ 50” East 179.72 feet, North 63° 59’ 20” East 17.73 feet, South 37° 17’ 50” East 277.53 feet, North 52° 42’ 10” East 375.72 feet, South 88° 07’ 10” East 224.11 feet, North 66° 47’ 40” East 179.79 feet, North 41° 59’ 20” East 112.05 feet, North 13° 58’00” East 203.07 feet, and South 88° 58’ 50” East 1113.34 feet to the Northeasterly corner of said 151.61 acre parcel; thence along the general Easterly line of said parcel, South 00° 50’ 58” West 2690.96 feet, South 06° 31’ 50” East 354.00 feet South 79° 03’ 20” East 93.06 feet, South 22° 53’ 30” East 145.20 feet, South 76° 27’ 30” East 132.00 feet to the most Easterly corner of said 151.61 acre parcel; thence along the Southeasterly line of said parcel as shown on said Map, South 70° 24’ 00” West 1317.52 feet to the point of beginning. Parcel Two: Commencing at the most Southerly corner of the 151.61 acre parcel of land shown on that certain Record of Survey Map, recorded August 15, 1969, in Book 258 of Maps, at Pages 4 and 5, records of Santa Clara County, California; thence along the Southwesterly line of said parcel as shown on said Map, North 40° 34’ 12” West 1003.28 feet, and North 38°59’ 40” West 27.39 feet, thence leaving said Southwesterly line South 89° 39’ 37” East 401.49 feet to the true point of beginning of lands to be described herein; thence from said true point of beginning and continuing South 89° 39’ 37” East 843.01 feet; thence North 11° 41’ 22” East 592.28 feet; thence North 11° 29’ 20” West 502.06 feet; thence North 18° 14’ 16” West 734.92 feet; thence South 82° 14’ 05” West 222.04 feet; thence North 72° 38’ 46” West 335.26 feet; thence South 24° 07’ 42” West 525.95 feet; thence South 05° 08’ 41” East 1360.48 feet to the true point of beginning. OLD REPUBLIC TITLE COMPANY ORDER NO. 1117016668-JS Page 3 of 14 Pages ORT 3158-B Parcel Three: Beginning at a point on the general Westerly line of the 151.61 acre parcel of land shown on that certain Record of Survey Map, filed on August 15, 1969, in Book 258 of Maps, at Pages 4 and 5, records of Santa Clara County, California, said point of beginning being the Southerly terminus of the course designated as “North 05° 00’ 10” East 98.90 feet”, shown on the Northerly portion of said general Westerly line as same is delineated upon Sheet 1 of said Map, and said point of beginning being marked on the ground by 3/4 inch iron pipe monument and tag “RCE 5597”; thence from said point of beginning and continuing along said general Westerly line of said 151.61 acre parcel North 05° 00’ 10” East 98.90 feet, North 84° 59’ 50” West 38.65 feet, North 16° 20’ 32” West 122.01 feet, South 84° 59’ 50” East 83.06 feet, North 05° 00’ 10” East 15.00 feet, and South 84° 59’ 50” East 195.69 feet; thence leaving said general Westerly line of said 151.61 acre parcel, South 87° 58’ 26” East 739.73 feet; thence South 05° 08’ 41” East 396.83 feet; thence South 84° 04’ 53” West 287.98 feet; thence North 72° 39’ 01” West 729.32 feet returning to said general Westerly line of said 151.61 acre parcel; thence along said general Westerly line North 16° 23’ 50” West 25.00 feet to the point of beginning. Parcel Four: Parcel A: Commencing at a point on the general Westerly line of the 151.61 acre parcel of land shown on that certain Record of Survey Map filed on August 15, 1969, in Book 258 of Maps, at Pages 4 and 5, records of Santa Clara County, California, said point of beginning being the Southerly terminus of the course designated as “North 05° 00’ 10” East 98.90 feet” as shown on the Northerly portion of said general Westerly line as same is delineated upon Sheet 1 of said Map, and said point of beginning being marked on the ground by a 3/4 inch iron pipe monument and Tag “RCE 5597”; thence from a point of beginning and continuing along said general Westerly line of said 151.61 acre parcel North 05° 00’ 10” East 98.90 feet, North 84° 59’ 50” West 38.65 feet, North 16° 20’ 32” West 122.01 feet, South 84° 59’ 50” East 83.06 feet, North 05° 00’ 10” East 15.00 feet, and South 84° 59’ 50” East 195.69 feet; thence leaving said general Westerly line of said parcel, South 87° 58’ 26” East 121.20 feet to the true point of beginning of the parcel of land to be described herein; thence from said true point of beginning North 14° 50’ 40” East 676.45 feet; thence South 79° 14’55” East 665.06 feet; thence South 24° 07’ 42” West 525.95 feet; thence South 05° 08’ 41” East 71.97 feet; thence North 87° 58’ 26” West 618.53 feet to the true point of beginning. Parcel B: Beginning at a point on the general Westerly line of the 151.61 acre parcel as shown on the above described Record of Survey Map, which point of beginning is located along said general Westerly line North 40° 34’ 12” West 1003.28 feet, and North 38° 59’ 40” West 27.39 feet from the most Southerly corner of said parcel as shown on said Map; thence from said point of beginning and continuing along said general Westerly line North 38° 59’ 40” West 681.93 feet, thence tangent to the preceding course on the arc of a curve to the right having a radius of 900.05 feet and a central angle of 22° 35’ 50”, an arc distance of 354.98 feet, thence North 16° 23’ 50” West 241.03 feet; thence leaving said general Westerly line South 72° 39’ 01” East 729.32 feet; thence North 84° 04’ 53” East 287.98 feet; thence South 05° 08’ 41” East 891.68 feet; thence North 89° 39’ 37” West 401.49 feet to the point of beginning. APN:008-04-001 OLD REPUBLIC TITLE COMPANY ORDER NO. 1117016668-JS Page 4 of 14 Pages ORT 3158-B At the date hereof exceptions to coverage in addition to the Exceptions and Exclusions in said policy form would be as follows: 1.Taxes and assessments, general and special, for the fiscal year 2016 -2017, a lien, but not yet due or payable. 2.Taxes and assessments, general and special, for the fiscal year 2015 -2016, as follows: Assessor's Parcel No :008-04-001 Code No.:006-001 1st Installment :NO TAX DUE NOT Marked Paid 2nd Installment :NO TAX DUE NOT Marked Paid 3.The lien of supplemental taxes, if any, assessed pursuant to the provisions of Section 75, et seq., of the Revenue and Taxation Code of the State of California. 4.(a) Any adverse claim based upon the assertion that said land or any part thereof is now or at any time has been included within a navigable river, slough or other navigable body of water. (b) Rights and easements for commerce, navigation and fishery. Any rights in favor of the public which may exist on said land if said land or portions thereof are or were at any time used by the public. 5. 6.Any easement for water course over that portion of said land lying within the banks of Matadero Creek and Mayfield Slough and any changes in the boundary lines of said land that have occurred or may hereafter occur from natural causes. 7.An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Granted To :Standard Electric Company of California, a corporation For :Electrical transmission pole lines Recorded :May 14, 1901 in Book 241 of Deeds, Page 259 Affects :A portion of said lands NOTE: The present ownership of said easement and other matters affecting the interests thereto, if any, are not shown herein OLD REPUBLIC TITLE COMPANY ORDER NO. 1117016668-JS Page 5 of 14 Pages ORT 3158-B 8.An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Instrument :Agreement Granted To :The Town of Mayfield, a municipal corporation For :Main outfall sewer Recorded :December 23, 1909 in Book 349 of Deeds, Page 367 Affects :Southerly portion of Parcel One Upon the terms and conditions contained therein. 9.An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Instrument :Agreement Granted To :The Town of Mayfield, a municipal corporation For :Outfall sewer across said land Recorded :December 23, 1909 in Book 352 of Deeds, Page 446 Affects :Southerly portion of Parcel One Upon the terms and conditions contained therein. 10.An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Instrument :Deed Granted To :Federal Telegraph Company, a California corporation For :Pipe line and pole line Dated :January 8, 1921 Recorded :January 15, 1921 in Book 526 of Deeds, Page 355 Affects :A portion of said lands 11.An easement for a double line of poles and wires for electric transmission as condemned by Standard Electric Company of California, a corporation, by Final Judgment in Condemnation dated October 18, 1904, in Case No. 13815, Superior Court of the State of California in and for the County of Santa Clara. The above item affects Parcel Three OLD REPUBLIC TITLE COMPANY ORDER NO. 1117016668-JS Page 6 of 14 Pages ORT 3158-B 12.Terms and provisions as contained in an instrument, Entitled :Agreement Executed By :Thomas Seale and the Supervisors of Santa Clara County Recorded :March 17, 1904 in Book 15 of Miscellaneous Records,Page 12 Said matters affect Three 13.An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Instrument :Deed For :Drainage culvert Recorded :July 28, 1922 in Book 554 of Deeds, Page 434 Affects :Parcels One and Three NOTE: The present ownership of said easement and other matters affecting the interests thereto, if any, are not shown herein 14.An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Granted To :Pacific Gas and Electric Company, a corporation For :Pipe lines Recorded :May 24, 1929 in Book 466 of Official Records, Page 128 Affects :Westerly portion of Parcels Three and Four 15.An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Granted To :Pacific Gas and Electric Company, a corporation For :Single line of towers and single line of poles for electric transmission Recorded :May 2, 1934 in Book 688 of Official Records, Page 77 Affects :Westerly portion of Parcels Three and Four OLD REPUBLIC TITLE COMPANY ORDER NO. 1117016668-JS Page 7 of 14 Pages ORT 3158-B 16.An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Granted To :Pacific Gas and Electric Company For :Anchor Recorded :May 24,1934 in Book 685 of Official Records, Page 448 Affects :Location thereof not disclosed of record 17.An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Granted To :City of Palo Alto For :Pipes and facilities appertaining to the installation of the sewer system of the City of Palo Alto Recorded :June 26, 1934 in Book 690 of Official Records, Page 267 Affects :A portion of Parcel Three Upon the terms and conditions contained therein. Note: The ownership of easement interest and fee title have merged. Should the City of Palo Alto decide to sell the lands described herein, please consider recreating the hereinabove shown easement. 18.An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Granted To :Pacific Gas and Electric Company For :Gas pipe line and incidental purposes Recorded :September 17, 1935 in Book 740 of Official Records, Page 399 Affects :A portion of said lands 19.An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Instrument :Grant of Easement Granted To :City of Palo Alto For :Underground power line and sanitary sewer Recorded :March 20, 1957 in Book 3755 of Official Records, Page 243 under Recorder's Serial Number 1319303 Affects :A portion of Parcels One, Three and Four OLD REPUBLIC TITLE COMPANY ORDER NO. 1117016668-JS Page 8 of 14 Pages ORT 3158-B Upon the terms and conditions contained therein. Note: The ownership of easement interest and fee title have merged. Should the City of Palo Alto decide to sell the lands described herein. Please consider recreating the herein above shown easement. 20.Release and relinquishment of abutter’s or access rights to and from the street or highway, upon which premises abuts, as follows: Instrument :Grant Deed (Corporation) To :State of California Dated :June 20, 1957 Recorded :October 23, 1957 in Book 3920 of Official Records, Page 353 under Recorder's Serial Number 1396792 Said matters affect Westerly portion of said land 21.An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Granted To :Pacific Gas and Electric Company For :Anchor Recorded :June 29, 1962 in Book 5630 of Official Records, Page 121 under Recorder's Serial Number 2218289 Affects :Southerly portion of Parcel One 22.Terms and provisions as contained in an instrument, Entitled :Covenant and Agreement Executed By :City of Palo Alto, Santa Clara County Flood Control and Water District Recorded :November 28, 1967 in Book 7952 of Official Records, Page 162 under Recorder's Serial Number 3332305 Said matters affect Parcel One OLD REPUBLIC TITLE COMPANY ORDER NO. 1117016668-JS Page 9 of 14 Pages ORT 3158-B 23.An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Granted To :Pacific Gas and Electric Company, a California corporation For :Installation and maintenance of gas pipe lines and other appliance, fittings and devises for controlling electrolyses for use in connection with said pipe lines together with adequate protection therefor Recorded :June 8, 1973 in Book 0414 of Official Records, Page 365 Affects :A portion of said land Upon the terms and conditions contained therein. 24.Terms and provisions as contained in an instrument, Entitled :Covenant and Agreement Executed By :ITT World Communication, Inc. Recorded :December 5, 1977 in Book D374 of Official Records, Page 185 under Recorder's Serial Number 5887309 Which, among other things, provides:Easements Said matters affect Parcel One 25.Covenants, Conditions and Restrictions which do not contain express provision for forfeiture or reversion of title in the event of violation, but omitting any covenants or restriction if any, based upon race, color, religion, sex, handicap, familial status, or national origin unless and only to the extent that said covenant (a) is exempt under Title 42, Section 3607 of the United States Code or (b) relates to handicap but does not discriminate against handicapped persons, as provided in an instrument. Entitled :Corporation Grant Deed Recorded :December 29, 1977 in Book D374 of Official Records, Page 267 under Recorder's Serial Number 5887311 Said matters affect Parcel One OLD REPUBLIC TITLE COMPANY ORDER NO. 1117016668-JS Page 10 of 14 Pages ORT 3158-B NOTE: "If this document contains any restriction based on race, color, religion, sex, sexual orientation, familial status, marital status, disability, national origin, source of income as defined in subdivision (p) of section 12955, or ancestry, that restriction violates state and federal fair housing laws and is void, and may be removed pursuant to Section 12956.2 of the Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status." 26.An easement affecting the portion of said land and for the purpose stated herein, and incidental purpose. No representation is made as to the present ownership of said easement. Purpose :Water flow Recorded :December 29, 1977, as Instrument No. 5887311 Affects :The sloughs on said premises 27.An easement affecting the portion of said land and for the purpose stated herein, and incidental purposes. No representation is made as to the present ownership of said easement. Purpose :Removal of ITT World Communications, Inc., Public Coast Station and continuing to operate said Public Coast Station prior to its removal Recorded :December 29, 1977, as Instrument No. 5887311 Affects :Portion of Parcel One 28.An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Granted To :Santa Clara Valley Water District, a public corporation For :Water pipeline and system of injection, extraction and monitoring wells and ingress and egress and incidental purposes as therein provided; electrical, telephone and other utility service lines, pipes and facilities and other public utilities and ingress and egress Recorded :December 29, 1977 in Official Records under Recorder's Serial Number 5887312 Affects :A portion of said land Upon the terms and conditions contained therein. OLD REPUBLIC TITLE COMPANY ORDER NO. 1117016668-JS Page 11 of 14 Pages ORT 3158-B 29.An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Granted To :Santa Clara Valley Water District, a California public corporation For :Flood control and/or storm water drainage, ingress and egress and incidental purposes an as therein provided Recorded :December 29, 1977 in Official Records under Recorder's Serial Number 5887313 Affects :Southerly portion of Parcel One Upon the terms and conditions contained therein. 30.Terms and provisions as contained in an instrument, Entitled :Covenant and Agreement Executed By :ITT World Communications, a Delaware corporation and City of Palo Alto Recorded :December 29, 1977 in Book D374 of Official Records, Page 288 under Recorder's Serial Number 5887314 Said matters affect Parcels Two, Three and Four 31.Covenants, Conditions and Restrictions which do not contain express provision for forfeiture or reversion of title in the event of violation, but omitting any covenants or restriction if any, based upon race, color, religion, sex, handicap, familial status, or national origin unless and only to the extent that said covenant (a) is exempt under Title 42, Section 3607 of the United States Code or (b) relates to handicap but does not discriminate against handicapped persons, as provided in an instrument. Entitled :Corporation Grant Deed Recorded :December 29, 1977 in Book D374 of Official Records, Page 364 under Recorder's Serial Number 5887315 NOTE: "If this document contains any restriction based on race, color, religion, sex, sexual orientation, familial status, marital status, disability, national origin, source of income as defined in subdivision (p) of section 12955, or ancestry, that restriction violates state and federal fair housing laws and is void, and may be removed pursuant to Section 12956.2 of the Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status." OLD REPUBLIC TITLE COMPANY ORDER NO. 1117016668-JS Page 12 of 14 Pages ORT 3158-B Said matters affect Parcels Two, Three and Four 32.An easement affecting the portion of said land and for the purpose stated herein, and incidental purposes. No representation is made as to the present ownership of said easement. Purpose :Water flow Recorded :December 29, 1977, in Book D374, Page 364, as Instrument No. 5887315 Affects :The sloughs on said premises 33.An easement affecting the portion of said land and for the purpose stated herein, and incidental purposes. No representation is made as to the present ownership of said easement. Purpose :Removal of ITT World Communications, Inc., Public Coast Station and continuing to operate said Public Coast Station prior to its removal Recorded :December 29, 1977, in Book D374, Page 364, as Instrument No. 5887315 Affects :A portion of Parcels Two, Three and Four 34.An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Granted To :Santa Clara Valley Water District, a California public corporation For :Water pipeline and system Recorded :December 29, 1977 in Book D374 of Official Records, Page 371 under Recorder's Serial Number 5887316 Affects :Parcels Two, Three and Four Assignment of Easements To :KFS World Communications,a California corporation From :Western Union Corporation, a New York corporation Recorded :June 4, 1990, in Book L375, Page 2096, Instrument No. 10544166 OLD REPUBLIC TITLE COMPANY ORDER NO. 1117016668-JS Page 13 of 14 Pages ORT 3158-B 35.An unrecorded lease upon the terms, covenants, and conditions contained or referred to therein, Lessor :City of Palo Alto Lessee :ITT World Communications Inc. Disclosed by :Notice of Non-Responsibility Dated :July 5, 1978 Recorded :July 5, 1978 in Book D791 of Official Records,Page 451 under Recorder's Serial Number 6067640 NOTE: The present ownership of said leasehold or leaseholds and other matters affecting the interest of the lessee or lessees are not shown herein. 36.Terms and provisions as contained in an instrument, Entitled :Agreement and Grant of Easement East Bay Corridor/Santa Clara County Bayfront Bikeway Executed By :City of Palo Alto and State of California Recorded :September 17, 1981 in Book G340 of Official Records, Page 67 under Recorder's Serial Number 7167201 Said matters affect Parcels One, Three and Four 37.An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Granted To :Santa Clara Valley Water District, a public corporation For :Maintain flood basin and appurtenant structures Recorded :April 23, 1986 in Book J669 of Official Records, Page 663 under Recorder's Serial Number 8760241 Affects :Southerly portion of Parcel one 38.The requirement that satisfactory evidence be furnished to this Company of compliance with applicable statutes, ordinances and charters governing the ownership and disposition of the herein described land. 39.Any unrecorded and subsisting leases. OLD REPUBLIC TITLE COMPANY ORDER NO. 1117016668-JS Page 14 of 14 Pages ORT 3158-B 40.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. 41.The requirement that this Company be provided with a suitable Owner's Declaration (form ORT 174). The Company reserves the right to make additional exceptions and/or requirements upon review of the Owner's Declaration. --------------------Informational Notes ------------------- A.The applicable rate(s) for the policy(s) being offered by this report or commitment appears to be section(s) 1.1. B.NOTE: According to the public records, there have been no deeds conveying the property described in this report recorded within a period of 36 months prior to the date hereof except as follows: NONE C.The Cities shown below charge Transfer Tax which must be collected through Escrow: Alameda $12.00 per $1,000.00 Albany $11.50 per $1,000.00 Berkeley 1.5% of the sales price Hayward $4.50 per $1,000.00 Oakland 1.5% of the sales price Piedmont $13.00 per $1,000.00 Richmond $7.00 per $1,000.00 San Leandro $6.00 per $1,000.00 San Francisco Call your Advisory Title Officer. D.All transactions that close on or after March 1, 2015 will include a $20.00 minimum recording service fee, plus actual charges required by the County Recorder. O.N. JF/tb Page 1 of 1 Exhibit I 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 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; 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 interest insured by this policy. 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 the 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 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 FROM 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 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 or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records. 6.Any lien or right to a lien for services, labor or material not shown by the public records. OLD REPUBLIC TITLE COMPANY Privacy Policy Notice PURPOSE OF THIS NOTICE Title V of the Gramm-Leach-Bliley Act (GLBA) generally prohibits any financial institution, directly or through its affiliates, from sharing nonpublic personal information about you with a nonaffiliated third party unless the institution provides you with a notice of its privacy policies and practices, such as the type of information that it collects about you and the categories of persons or entities to whom it may be disclosed. In compliance with the GLBA, we are providing you with this document, which notifies you of the privacy policies and practices of OLD REPUBLIC TITLE COMPANY We may collect nonpublic personal information about you from the following sources: Information we receive from you such as on applications or other forms. Information about your transactions we secure from our files, or from [our affiliates or] others. Information we receive from a consumer reporting agency. Information that we receive from others involved in your transaction, such as the real estate agent or lender. Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic personal information will be collected about you. We may disclose any of the above information that we collect about our customers or former customers to our affiliates or to nonaffiliated third parties as permitted by law. We also may disclose this information about our customers or former customers to the following types of nonaffiliated companies that perform marketing services on our behalf or with whom we have joint marketing agreements: Financial service providers such as companies engaged in banking, consumer finance, securities and insurance. Non-financial companies such as envelope stuffers and other fulfillment service providers. WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMATION ABOUT YOU WITH ANYONE FOR ANY PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW. We restrict access to nonpublic personal information about you to those employees who need to know that information in order to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. ORT 287-C 5/07/01 Disclosure to Consumer of Available Discounts Section 2355.3 in Title 10 of the California Code of Regulation necessitates that Old Republic Title Company provide a disclosure of each discount available under the rates that it, or its underwriter Old Republic National Title Insurance Company, have filed with the California Department of Insurance that are applicable to transactions involving property improved with a one to four family residential dwelling. You may be entitled to a discount under Old Republic Title Company’s escrow charges if you are an employee or retired employee of Old Republic Title Company including its subsidiary or affiliated companies or you are a member in the California Public Employees Retirement System “CalPERS” or the California State Teachers Retirement System “CalSTRS” and you are selling or purchasing your principal residence. If you are an employee or retired employee of Old Republic National Title Insurance Company, or it’s subsidiary or affiliated companies, you may be entitled to a discounted title policy premium. Please ask your escrow or title officer for the terms and conditions that apply to these discounts. A complete copy of the Schedule of Escrow Fees and Service Fees for Old Republic Title Company and the Schedule of Fees and Charges for Old Republic National Title Insurance Company are available for your inspection at any Old Republic Title Company office. Attachment A PLAL\51723\1002478.1 -1- Exhibit C Bill of Sale Globe Wireless, Inc., a Delaware corporation (“Seller”) , for good and valuable consideration, receipt of which is hereby acknowledged, hereby sells, assigns and transfers to City of Palo Alto, a California Chartered Municipal Corporation (“Purchaser”), all fixtures and personal property (collectively, the “Property”) documented and filmed by electronic video recording by City staff on May 18, 2016. Such sale, assignment and transfer is made free of all liens and encumbrances whatsoever, but otherwise without recourse, representation or warranty, except as set forth in the Agreement for Purchase and Sale dated as of June ___, 2016, between Seller and Purchaser. IN WITNESS WHEREOF, Seller has executed this Bill of Sale the ____ day of June, 2016. GLOBE WIRELESS, INC., a Delaware corporation By: Name: Its: RECORDING REQUESTED BY: APN: RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO and Mail Tax Statements to: The undersigned Grantor declares: No tax due. R&T 11922 - Grantee is a governmental agency, and deed is for the purposes of releasing any interest in and to an easement described below. QUITCLAIM DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged ________________________________(“Grantor”) hereby releases and grants to ______________ (“Grantee”) all of Grantor’s right, title and interest which may have been acquired by and through that certain ___________, recorded__________, as ________, in that certain real property located in the City of Palo Alto, Santa Clara County, State of California, as more particularly described in Exhibit “A” attached hereto and made a part hereof (the “Property”). Grantor By:_____________________________ Name:__________________________ Title:____________________________ Dated: _______________, 2016 STATE OF CALIFORNIA COUNTY OF SANTA CLARA On ____________________, before me _______________, Notary Public, personally appeared ________________________________ who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal Signature:_________________________________ Name printed or typed:____________________ A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of the document. This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. Legend abc City Boundary Former ITT Property 0' 1200' Fo r m e r I T T P r o p e r t y Ar e a M a p CITY O F PALO A L TO I N C O R P O R ATE D C ALIFOR N IA P a l o A l t oT h e C i t y o f A P RIL 16 1894 The City of Palo Alto assumes no responsibility for any errors. ©1989 to 2016 City of Palo Alto RRivera, 2016-05-25 17:52:19Baylands Former ITT Property (\\cc-maps\gis$\gis\admin\Personal\RRivera.mdb) "AYLANDS-ASTER0LANs &ORMER)440ROPERTY "EFORETHE "AYLANDS-ASTER0LAN &ROMTHESINKINGOFTHE4ITANICINTOTHERE CENTPAST -ORSE#ODEWASESSENTIALFORSHIP TO SHORECOMMUNICATIONFORBOTHCOMMERCEANDNA TIONALSECURITY)NTHE&EDERAL4ELEGRAPH #OMPANYLEASEDACRESOFMARSHLANDANDBUILTA RADIO TELEGRAPHTRANSMITTINGSTATIONTOSERVEASTHE HUBOFACOASTALNETWORKOFSTATIONS)N ITWAS SOLDTO-ACKAY#ABLE7IRELESSANDIN TO )444HESTATIONTRANSMITTEDASUBSTANTIALVOLUME OFOVERSEASCABLES TELEPHONECALLS ANDOTHERCOM MUNICATIONSUNTILTHEADVENTOFSATELLITETRANSMIS SION%VENNOW ITCONTINUESASABOUNCESTATIONFOR 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