HomeMy WebLinkAbout2001-06-11 City Council (9)TO:
FROM:
City of Palo Alto
City-Manager’s Report
HONORABLE CITY COUNCIL 4A
CITY MANAGER DEPARTMENT:ADMINISTRATIVE
SERVICES
DATE:
SUBJECT:
June 11, 2001 CMR: 282:01
APPROVAL OF BUDGET AMENDMENT ORDINANCE IN THE
AMOUNT OF $1,500,000 FOR THE ACQUISITION OF
RESIDENTIAL PROPERTY IN ACCORDANCE WITH THE
HOUSING ASSISTANCE PROVISION OF THE CITY MANAGER’S
EMPLOYMENT AGREEMENT
RECOMMENDATION
Staff recommends that Council approve the attached Budget Amendment Ordinance
(BAO) (Attachment A) in the amount of $1.5 million to fund the acquisition of a
residential property located at 2257 Bryant Avenue, Palo Alto, California, in accordance
with the Housing Assistance Provision of the City Manager’s Employment Agreement.
BACKGROUND
On May 30, 2001 the City Council approved an amendment to the housing assistance
provision of the City Manager’s employment agreement. That amendment increased the
City’s housing assistance funding amount from $1~2 million to $1.5 million. In
accordance with the amendment, the City would provide a $900,000 equity share and a
$500,000 City loan with a 30-year term and up to $100,000 in other expenses. For the
first five years of the loan term, interest is due at the lower of 5.5 percent or ¼ percent
over the City portfolio rate of return, adjusted annually on a fiscal year basis. Thereafter,
interest on the loan is to be paid at ¼ percent over the City’s portfolio rate of return. The
amendment also decreased the City Manager’s cash contribution (equity share) from
$300,000 to $100,000.
DISCUSSION
The City Manager has found housing in Palo Alto and an escrow has been opened on the
property located at 2257 Bryant Avenue, Palo Alto, California at a total cost of $1.585
million. A summary of the funding required to complete the transaction including escrow
fees, real estate broker’s fees, and related expenses is included in Attachment D.
CMR:282:01 Page 1 of 3
ESOURCE IMPACT
’~e attached BAO requests an appropriation of expenses in the amount of $1.5 million.
~_~m the Budget Stabilization Reserve (BSR). This approrpiation will decrease the BSR
~,y:
Equity Share (City.payment of purchase price for 57 percent
ownership interest in property)
Loan
Other Expenses
TOTAL REDUCTION IN BSR
$900,000
500,000
100,000
-$1,500,000
The effect of the BSR reduction is that $1.5 million is no longer available for
appropriation as expenditures. This reduction represents 3.5 percent of the $40.1 million
Unreserved Fund Balance at the end of 1999-00.
The net affect on the City’s financial position is zero. These transactions represent
conversion of one type of asset (cash) to another type (property, plant and equipment and
accounts receivable) in the same amount.
POLICY IMPLICATIONS ’
This recommendation is consistent with Council direction. The risks involved in this
transaction are associated with market changes in the price of real estate and potential
default on the loan.
ENVIRONMENTAL REVIEW
None required.
ATTACHMENTS
A.Budget Amendment Ordinance
B.Budget Amendment Ordinances Impacting the B SR Approved to date in 2000-01
C.Amendment 1 to the Employment Agreement
D.Property Purchase Funding Requirements
PREPARED BY:Carl Yeats, Director of Administrative Services
CMR:282:01 Page 2 of 3
Assistant City Manager
CMR:282:01 Page 3 of 3
ATTACHMENT A
ORDINANCE NO.
ORDINANCE OF THE COUNCIL OF THE CITY OF PALO ALTO
AMENDING THE BUDGET FOR THE FISCAL .YEAR 2000-01. TO
PROVIDE AN ADDITIONAL APPROPRIATION OF $i~500,000 FOR THE
ACQUISTION OF RESIDENTIAL PROPERTY IN ACCORDANCE WITH THE
HOUSING ASSISTANCE PROVISION OF THE CITY MANAGER’S
EMPLOYMENT AGREEMENT
WHEREAS, pursuant to the provisions of Section 12 of Article
III of the Charter of the City of P~lo Alto, the Council on June 19,
2000 did adopt a budget for fiscal year 2000-01; and
WHEREAS, Council approved on May 30, 2001, an amendment to the
Housing Assistance Provision of the City Manager’s Employment
Agreement that increased the housing assistance amount fromS1.2
million to $1.5 million; and
WHEREAS, in accordance with this agreement, the City will
provide a $500,000 loan to the.City Manager with a 30 year term,
retain a $900,00 equity share, and provide $i00,000 for closing
costs; and
WHEREAS, the City Manager has found suitable housing in Palo
Alto and an escrow has been opened on the property; and
WHEREAS, an additional appropriation is needed for the
acquisition of the property;.and
WHEREAS, the additional appropriation of funds from the
General Fund Budget Stabilization Reserve is a one-time cost and no
future year General Fund ongoing costs are anticipated; and
WHEREAS, City Council authorization is needed to amend the
2000~01 budget as hereinafter setforth.
NOW, THEREFORE, the Council of the City of Palo Alto does
ORDAIN as follows:
SECTION i. The sum of One Million Five Hundred Thousand
Dollars ($1,500,000) is hereby appropriated to non-salary expenses
in the Property Management Functional Area of the Administrative
Services Department, and the Budget Stabilization Reserve is
correspondingly reduced.
SECTION 2. This transaction will reduce the
Stabilization Reserve from $23,672,469 to $22,172,469.
Budget
SECTION 3. As specified in Section 2.28.080(a) of the Palo
Alto Municipal Code, a two-thirds vote of the City Council is
required to adopt this ordinance
SECTION 4. The Council of the City of Palo Alto hereby finds
that this is not a Project under the California Environmental
Quality Act and, therefore, no environmental impact assessment is
necessary.
SECTION 5. As provided in Section 2.04.350 of the Palo Alto
Municipal Code, this ordinance shall become effective upon adoption.
INTRODUCED AND PASSED:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
ATTEST:APPROVED:
City Clerk Mayor
APPROVED AS TO FORM:City Manager
Senior Asst. City Attorney Director of
Services
Administrative
AI"rACHMENT B
Budget Amendment Ordinances Impacting General Fund Reserves Approved-To-Date in 2000-01
Balance $20,029,000
Adopted Budget Addition to BSR $1,075,000
Public Safety Building - CIP 19820
Planning Transcription Services ~
Office of Transportation Safety Grant
Cubberley Theatre Chiller Replacement - CIP 10120
Arts Council Silicon Valley Grant
Police Department Grants (1)
Zoning Ordinance Update
Friends of the Palo Alto Library Granl
Office Space Renovation - CIP 10020
Acquisition of Pinkerton Property
Homer Avenue Undercrossing - CIP 10121
Municipal Fee Schedule Amendments
Public Library Fund
Midyear Report
California Arts Council and Palo Alto Art Foundation Grants
Street Maintenance - CIP 9630
Downtown Parking Structures - CIP 19530
Friends of the Palo Alto Junior Museum and Zoo Grant
School Site Irrigation - CIP 19801
Classified Employee Negotiated Salary and Benefit Increase
City Manager’s Housing Assistance
($74,000)
¯ ($40,000)
($187,065)$187,065
($22,000)
($5,192)$5,192
($277,314)$277,314
($I i 0,000)$110,000
($59,000)$59,000
($411,0~0)$156,000
($400,000)
($100;000)$100,000
($101,918)$101,918
($2,782,049)$5,726,043
($18,139)$18,139
($438,396)$438,396
$604,448 ’$440,998
($’52,234)$52,234
($316,000)$158,000
($471,971)
($1,500,000)
($74,000)
($40,000)
$0
($22,000)
$0
$o
$0
$0
($255,000)
($400,000)
$0
$0
$0
$2,943,994
$0
$0
$1,045,446
$0
($158,000)
($471,971)
($1,5o0,oo0)
$40,000
$17,000
$188,000
$3,700,000
BSR Balance After BAO’s [ $22,172,4691
(I) Of this amount $121,259 will be deposiIed in th.e General Fund and $156,055 deposited in the Special Revenue Fund.
616101
ATTACHMENT C
Office of the City Council
MEMORANDUM
Date:
To:
From:
Subject:
May 30, 2001 .
City Council Colleagues
Vic Ojakian, Chair Ad Hoc CAO Personnel Co .mmittee, and Mayor Sandy Eakins
Proposed Amendment to the Housing Assistance Provision of City Manager
Frank Benest’s Employment Agreement
When City Manager Benest was hired in early 2000, it was recognized’ by all that housing
assistance in some form was necessary in order to have the City Manager live in Palo Alto, a.
very expensive housing market then and now. The original agreement, based on best estimates
of the cost of appropriate housing for the Manager and his.family, relied on a combination of
City equity participation along with the Manager’s .own equity. Almost immediately after that
agreement was executed, prices rose steeply and for the most part have remained high for
properties in the middle range in Palo Alto. Even with some price softening recently the earlier
estimate is too low and another approach to housing assistance is necessary. In addition to
$900,000.00 of equity share from the city, a loan of up to $500,000.00 is likely to be needed.
We believe that-assisting this Council Appointed Officer, the City Manager is critical for sound
management and leadership of the City and that this amendment continues to represent Council
policy intent.
Attached please find a proposed amendment to the City Manager’s Employment
Agreement. Council previously authorized the CAO Personnel Committee to negotiate certain
changes to the Housing Assistance provisions of the agreement. The basic changes are:
¯Increase Housing Assistance from $1.2 to $1.5 Million
o $900,000 CityEquity, Share Stays the Same
o Add $500,000 City !oan with a 30 year term. For the first five years, the 10an is
paid at the lower of 5.5% or ¼% over the Ci.ty.’s portfolio rate, adjusted annually.
.. The.loan is paid at ¼% over the City’s portfolio rate thereafter.
o Decrease the City Manager’s cash equity stake from $300,000 to $100,000.
¯Authorize Rental Payment assistance to continue until the city manager buys a home, or
April 30, 2002; whichever is earlier.
The Council has,previously authorized negotiations consistent with these terms. The Council
must vote to approve the agreement,
AMENDMENT NO. 1
TO EMPLOYMENT AGREEMENT
THIS IS AMENDMENT NUMBER ONE to the employment agreement between the City of Palo
Alto ("City") and Frank .Behest, its City Manager ("Manager"). It is effective on the latest date next to the
signatures on the last page.
This AMENDMENT NUMBER ONE (the "Amendment") is entered into on the basis of the following
facts, among others:. ’
A. City and Manager entered into an Employment Agreement which became effective on February
22, 2000 (the "Agreement").
Section 6 of the Agreement pertains to relocation and housing assistance to be paid by City to
Manager.
C. Manager has relOcated to Palo Alto and has been occupying rental housing. He has been
reimbursed for all reasonable expenses of moving as provided in subsection 6.1 of the Agreement.
Manager has received, and continues to receive, reimbursement for rental housing as provided in
subsection 6.1 of the AgreemenL
D. Despite the provisions of section 6 of the Agreement, which were designed to provide Manager
with housing within the corporate limits of Palo Alto, the housing market within Palo Alto has, since the
execution of the Agreement, been sucl’~ that it has not been possible for Manager to secure an adequate
home in.which to live with his family at a financially acceptable purchase price.
E. City and Manager now wish to amend the Agreement to provide another method by which
Manager may be able to purchase a home,
F. The consideration for this Amendment is Manager’s willingness to continue his employment with
City, notwithstanding the fact that he might otherwise sever his relationship with City in order to move to a
location in which he could.purchase an adequate home.
BASED ON THE FOREGOING, CITY AND MANAGER AGREE AS FOLLOWS:
Section 6 of theAgreement is hereby amended in its entirety to read as set forth below. All other
provisions of the Agreement remain in full force and effect. In the event there is a conflict between any
provision of the Agreement as originally exe(~uted by the parties and the provisions of this Amendment, the
provisions of this Amendment shall be controlling. The City Clerk and City Attorney shall prepare an
integrated copy of the employment agreement which shall include this amendment.
010531 sdl 0052734
-1-
6. Housinq Assistance. City shall assist Manager with the purchase of a house in Palo
Alto as provided in this sectioh 6.
6.1 Continuation.of Rent or Lease Reimbursement. Manager shall conti6ue, to be
reimbursed by City for the actual expenses incurred by Manager for rental or leased housing until he
purchases a home or until April 30, 2002, whichever occurs first. Manager shall continue to keep an
accurate record of the amount paid for rent or for lease payments and shall present such record with his
request for reimbursement.
6.2 Method of Financinq Purchase of Home The following provisions apply to the
purchase of a home by Manager for he and his family.
6.2.1. Reasonable Time to Purchase. Manager shall purchase a-home
within the corporate limits of City within .a.reasonable time after the effective date of this Amendment. He
" shall continually residein it thereafter dudng the term of the Agreement.
6.2.2. Mana,qer’s Contribution. Manager shall pay from his personal funds
the sum of $100,000.00 toward the purchase price of the home (the "Manager’s Contribution"),
6.2.3. City Loan. City shall provide to Manager a loan (the "City Loan"),
secured by a note and first deed of trust on the home purchased by Manager, up to the .amount of
$500,000,00. The term of the City Loan shall be 30 years. The interest on the City Loan shall be adjusted
annually on July 1 and shall be as follows:
a. for a period of five (5) years from the date of execution of the
note, a rate equal to the-lower of 5.5% or the sum of the City’s.portfolio rate, whicl"i is defined as the annual
rate of return on investment funds of the city of Palo Alto during the most recent fiscal year, plus.one
quarter percent (1/4%) as calculated annually by the City’s Director of Administrative Services; and
b. for the next twenty-five (25) years, the sum of. the City’s
portfol.io rate plus one quarter percent (1/4%), such rate not to exceed twelve percent (12%) per annum.
6.2.4. Manaqer’s Initial Equity Share. The combination of the Manager’s
Contribution and the City Loan shall be added together and referred to as the Manager’s Initial Equity
Share. -
6.2.5. City’s Initial .Equity Share. Should the price of the home exceed the
total of the Manager’s Initial Equity Share, then City will pay the remainder of the purchase price (the "City’s
Initial Equity Share"); provided, however, that maximum of the. city’s Initial Equity Share shall be
010531 sd10052734
-2-
$900,000,00. Purchase price includes any real estate broker,s fee, but does not include closing costs, title
insurance, and related matters, which shall be paid by City.
6.2.5.1 If City provides its Initial Equity Share, it shall, be secured
by a second deed of trust on the home.
6.3. Prop0.rtional Ownership.. The proportional ownership of the.hom~ shall be shown on
the deed as an undivided percen.tage iriterest attributable to each party based on their respective initial
equity shares.
Example: If Manager purchases a home for $1,50.0,000.00, Manager’s
proportional ownership will be 40% [$600,000.00 divided by $1,500.000.00] and City’s proportional
. ownership will be 60% [$900,000.00 divided by $1,500.000.00]. The deed to the home will reflect that
Manager (and his wife, if the property is to be held in joint tenancy or as community property) owns ,an
undivided 40% interest and City own~ an undivided 60% interest.
6.4 Execution of Documents. City and Manager shall cooperate in the. preparation and
execution of all title documents necessary to conform the purchase of the home to the provisions of this
subsection. The deed shall reflect the terms and Conditions of this Amendment. Nothing in this
Amendment or in the Agreement shall be construed to preclude Manager from requesting additional
housing assistance from the City Council if necessary.
6.5. No additional mort.qa.qes or liens. Except liens for taxes, special assessments, and
first deed of trust and the second deed of trust referred to above, Manager shall not cause any lien or
mortgage to be recorded against the home except as expressly authorized in writing by the City Council.
The City Council shall not unreasonably withhold, permission for refinancing or equity loans that do not
impair City’s interest in the home.
6.6. ProPerty Taxes and Insurance. Manager shall pay all property taxes and insurance
o,n the home without reimbursement from City, except as provided below. If the City has contributed its
Initial Equity Share to the purchase price of the home, then Manager shall obtain, and maintain in force,
comprehensive homeowner’s insurance (HO-3), including earthquake and, if applicable due to location
flood coverage, as long as City maintains an equity share in the home. All such insurance shall state the
respective interests of the parties and provide that the proceeds of any such insurance shall be paid to the
parties as their respective interests may appear. City shall provide and/or pay the cost of earthquake and
floodinsurance,
010531 sdl 0052734
6.7. Maintenance. Manager shall maintain the home in good condition and shall be solely
responsible for all maintenance and repair ~osts, including uninsured losses.
6.8. Capital Improvements. Manager may, at his sole expense, make such impr6vements
to the home as he deems beneficial to it. Manager shall keep an ac~;urate record of the cost of all such
.improvements,
6.12.
6,9, Sale. The sale of the.home shall occur on the happening of one of the following:
a., At the option of Manager, subject to the provisions of subsections 6.11 and
b. The passing of 18 months following the termination of the employment of
Manager, whether voluntarily or invoiuntarily;
c. Upon mutual.agreement of the parties.
Notwithstanding theabove, one party may purchase the home by buying the interest of the
~ther as provided in subsection 6.11.
6.10. Adiustment of Equity On Sale. Upon sale of the home (or a replacement home as
provided below), the proceeds of sale shall be divided between the parties as follows:
a. The costs of sale, including, but not limited to escrow fees, real estate broker’s
fees, and related.expenses shall first be deducted from the.gross sales price to reach a net sales price.
b. The respective equity shares of the parties shall be calculated by using the
formula arrived at in subsection 6.3 and applying.it to the net sales price.
c. From the Manager’s Initial Equity Share, the outstanding balance of the City
Loan, together with any accrued, but unpaidl interest .shall be deducted, and he. shall be paid the
remainder, whichshall be known as the Manager’s Final Equity Share.
d. City shall be paid the amount calculated under b., which shall be known as the
City’s Final Equiiy Share,
Example: Assume, as in the previous example, the home was purchased for
$1,500,000.00, consisting of the Manager’s Initial Equity Share of $600,000.00 and the City’s Initial Equity
Share of $900,000,00. Costs of sale are $125,000.00. The Outstanding balance of the loan at the time of.
sale is $400,000.00. ’
The net sales price of $1,675,000.00 would first be calculated by deducting the
costs of sale of $125,000.00 from the gross sales price of $1,800,000.00.
010531 sdl 0052734
-4-
This net sales price would then be multiplied by 40%, resulting in a calculation of
the Manager’s Final Equity Share of $670,000. The outstanding balance of the City Loan ($400,000.00)
would be deducted from the Manager’s-Final Equity Share and paid to City, Manager woul~ receive~
$270,000.
.. The net sales price would be multiplied by 60%, resulting in a calculation of the
City’s Final Equity Share of $1,005,000.00 This amount would be paid to the City.
6.11. Sale and Purchase of New Home; Nothing in this Amendment or in the Agreement
shall be read to prevent the Manager from selling the home during the term of his employment so that he
may occupy another home in Palo Alto. In such an event, he may use the entire proceeds of the sale of the
home (less all applicable costs of Sale) to purchase another. In such an insiance, however, the City shall
maintain a first deed of trust for the unpaid balance of the City Loan and a second deed of trust of.the City’s.
Initial .Equity Share. However, Manager may not sell the existing home for less than its purchase priCe in
order to purchase another home without the express written consent of City.
6.12 One Party’s Ri,qht to Purchase ihe Interestof the Other Party.
a. 6.12.1 City Ri.qht. If Manager determines to put the home .up for sale, either
without the expectation of purchasing another home in Palo Alto while he is still employed under the
provisions of subsection 6.11, or after his employment,is terminated, City shall have the right to purchase
Manager’s interest rather than have the home sold and the proceeds divided as provided in subsection
6.10. In order to determine the interests of theparties in the home at that time, the home will be
appraised, at City’s expense, by a qualified realestate appraiser acceptable to both parties.. If the parties
are unable to agree on an appraiser, each party may hire and pay for its own appraiser. The value of the
home wilJ be the average of !he two appraisals. After the value of the home. is determined, City may
purchase Manager’s interest in the home,- the value of which shall be calculated using the formula set forth
in subsection 6.10.
¯b~ 6.12.2 Mana.qer’s Ri.qht. At any time while still employed by the City in good
standing, Manager nlay purchase the home by paying to City its Final Equity Share as calculated under
subsection 6.10. In order to determir~e the interests of the parties in the home at that time; the home will be ~
010531 sdl 0052734
appraised, at City’s expense, by a qualified real estate appraiser acceptable to both parties. If the parties
are unable to agree on an appraiser, each party may hire and pay for its own appraiser, The value of the
home will be .the average of the two appraisals.
Dated:CITY OF PALO ALTO
Attest: ¯
By
Mayor
City Clerk
Dated;MANAGER
Frank Benest
Approved .as to Form:
City Attorney
010531 sdl 0052734
ATTACHMENT D
CITY OF PALO ALTO
LENDER ESCROW INSTRUCTIONS
DATE:
BORROWERS:
PROPERTY ADDRESS:
PURCHASE AMOUNT:
CITY FUNDING:
LOAN AMOUNT:
DOWN PAYMENT:
IMPROVEMENTS:
TYPE OF LOAN:
CLOSE OF ESCROW:
TERMS OF NOTE:
TITLE COMPANY:
SOURCE OF FUNDS:
June 11,2001
Frank Benest
Pam Grady
City of Palo Alto
2257 Bryant Avenue
Palo Alto, CA 94301
$1,585,000
$ 900,000
$ 500,000
$ 185,000
Single Family Residence
Owner-Occupied, Variable Interest
June22,2001
Thirty-year Promissory Note with Equity Sharing Agreement.
Escrow is open with BridgeSpan Title Company, 717 Oak
Grove Avenue, Menlo Park, California. Escrow agent is Luis
Fuenzalida, escrow number 403174.
Funds will be deposited and held for our account in escrow
number 403174 with BridgeSpan Title Company at the above
address prior to closing. You are instructed to draw and record
the Deed of Trust and deposit loan funds to the account of the
borrower only when you comply with the following instructions
and you in the position to deliver to us a free and clear title
.policy; subject to current taxes not delinquent, insuring us as
holding valid first lien. Do not record unless property is
separately assessed and title vests in name of our trustor.
Instructions and requirements to be fulfilled prior to closing are
as follows:
Title policy in duplicate in the amount of our loan: ALTA and
endorsements 8.1, 100,116.
Beneficiary: CITY. OF PALO ALTO, A MUNICIPAL
CORPORATION IN THE STATE OF CALIFORNIA.
Proof of Fire/Hazard Insurance and extended coverage policy: Insurance
certification binder in our favor, effective on date of close of escrow, with
the dwelling and other building structures .insured to 100% of their
replacement cost and prepaid for at least one year. Name of insured to
read exactly as the vested title and property address to read as above. Mail
.policy to City of Palo Alto, P ,O Box 10250, Palo Alto, CA 94303. Attn:
Bill Fellman.
4. There is to be no secondary financing in connection with. this escrow.
5. Mr. Benest shall pay all closing costs.
In conformity with foregoing instructions request appropriate endorsements, and execute
assignments on behalf of insured, to insurance policies (excluding title). Execution and
forwarding of such form assignments are your only responsibilities in connection with any
such insurance policies called for in this escrow. You may assume that premiums on said
policies have been paid and that said policies have been paid and that said policies are in full
force and effect.
Recordation of any instrument delivered through this escrow, if necessary or property in the
issuance of the policy of title insurance called for, is authorized.
Upon approval,.please record Deed ~)f Trust (Short Form Deed of Trust and Assignment of
Rents) and mail said Deed of Trust, along with Title Policy, Promissory Note, Proof of
Fire/Hazard Insurance Certificate, to City of Palo Alto, P O Box 10250, Palo Alto, CA
94303. Attn: Bill Fellman.
Please acknowledge receipt of all enclosures and the original of this letter on the copy
provided. We reserve the right to. withdraw our documents in case this escrow is not
consummated.
¯The handling of this escrow is not to be assigned to an outside escrow service company
unless title company assumes full responsibility for all actions of such outside company.
GENERAL PROVISIONS
Time is of the essence of these instructions. If this escrow is not in condition to close by the
time herein provided, or any written extensions thereof, a party who then shall have fully
complied with his/her instructions may, in writing, demand the return of. his/her money
and/or property; but if none have complied, no demand for. return thereof shall be
recognized until 5 days after the escrow holder shall have mailed copies of such demand to
.all other parties at their respective addresses shown in the escrow instructions. If no such
demand is made, close this escrow as soon as possible. ’
City of Palo Alto is not a party to, or bound by any agreement which may be deposited
under, evidenced by, or arise out of the foregoing instructions.
The City shall be protected in acting upon any notice, request,-waiver consent, receipt or
other paper or document believed by the City to be genuine and to be signed by the proper
party or parties.
The City shall not be liable for any error of judgment or for any act done or step taken or
omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do
or refrain from doing in connection herewith, except its own willful misconduct, and the
City shall have no duties to anyone except those signing these instructions.
The City may advise with legal counsel in the event of any dispute or question as to the
construction of the foregoing instructions or the City’s duties thereunder, and the City shall
incur no liability, and shall be fully protected in acting in accordance with the opinion and
instructions of such counsel.
In the event that the City performs any service not specificallyprovided hereinabove, or that
there is any assignment or attachment or any interest in the subject matter of this escrow or
modification thereof, or that any controversy arises hereunder, or that the City is made a
party to, or intervenes in, any litigation pertaining to this escrow or the subject matter
thereof, the City shall be reasonably compensated therefore and reimbursed for all costs and
expenses, including attorney’s fees, occasioned thereby. The City shall have first lien on the
property and papers held by it hereunder for such compensation and expenses, and the
parties hereto agree jointly and severally to pay the same, and to indemnify the City against
any loss, liability or expenses incurred in any act or thing done by it hereunder.
CITY OF PALO ALTO
Sandy Eakins
Mayor