HomeMy WebLinkAbout2001-09-10 City Council (2)TO:
City of Palo Alto
City Manager’s Report
HONORABLE CITY COUNCIL
FROM:
DATE:
SUBJECT:
CITY MANAGER
SEPTEMBER 10, 2001 CMR: 344:01
FOUR-PARTY MEMORANDUM OF UNDERSTANDING
RESOLVE MIDDLE SCHOOL CHALLENGE
DEPARTMENT:CITY MANAGER
TO
RECOMMENDATION
Staff recommends that the City Council approve the Four-Party
Understanding (MOU) to resolve the Middle School Challenge.
BACKGROUND
Memorandum of
For approximately two years, fo-~ Palo Alto institutions have struggled to find a solution
to the so-called Middle School Challenge. These four institutions include: the Palo Alto
Unified School Dislrict ~AUSD), the City of Palo Alto, ~the Jewish Community Center
(JCC), and Stanford University. Officials from these four institutions have negotiated a
Memorandum of Understanding (MOU)to resolve all major issues in creating a
comprehensive solution to the Middle School Challenge.
Throughout the long negotiations between the City and the other three parties, the City
Manager and other key City staff have met with the Council’s Ad Hoe Committee on the
Middle School Challenge. Chaired by Mayor Sandy Eakins, the Committee has provided
guidance to the City negotiating team throughout the process. The Committee has
.... reviewed--the-MOU--- and-now-passes-it-on-to the-futt~ -- -C- ouncil-for-consideration--and
approval. Once the MOU is approved by the four parties, the comprehensive solution can
be implemented. -
DISCUSSION
City, Goals
In respect to the Middle School Challenge, the City Council has identified the following
goals:
CMR:344:01 Page 1 of 9
Facilitate the transfer of the Terman Community Center from the City to the School
District for the purposes of establishing a third middle school without undue financial
hardship to either the City or the District. "
Secure the Mayfield site as a permanent location for Jewish Community Center as
well as provide interim facilities for the JCC in order to settle all legal issues
regarding the transfer of Terman, avoid interruption of JCC services, and preserve and
enhance community services for Palo Altans.
Promote joint use at both Terman and Cubberley.
Five Inter.Related Transactions
The Four-Party MOU consists of a complex set of transactions because the four
institutions have different jurisdictions and prim .ary responsibilities, while they share
common interests and respect the need to work cooperatively. The primary interest of the
District is to secure Terman as a middle school site. If the JCC is forced to move from
Terman, then the primary interests of the JCC are to secure interim and permanent
locations, avoid any interruption of services, and preserve its membership and financial
base in the process. In providing Mayfield as a community center site for the JCC,
Stanford desires flexibility in transferring its development rights in the Stanford Research
Park. The primary interests of the City are to retain a community center and services in
South Palo Alto; facilitate the transfer of the Terman site to PAUSD for a middle school,
recognizing our financial investment in Terman; honor the legal rights of JCC as the
City’s tenant at Terman; and preserve JCC as a community institution and a key provider
of health and human services for the Palo Alto community.
The MOU incorporates conceptual approval of a set of five.inter-related transactions.
The actual agreements (e.g., Land Swap with PAUSD, Development Agreement with
Stanford, Ground Lease between Stanford and the City for Mayfield, Sub-Lease with
JCC) are to trail this conceptual MOU and require separate legal consideration and in
several cases CEQA review. Several of these agreements have already been drafted and
are attached for the Council’s information.
Again, the five separate transactions are part of a negotiated comprehensive solution to
the Middle School Challenge. Achieving any one of these transactions is dependent upon
achieving the other transactions.
The five transactions are summarized below:
1. The City/PAUSD Land Swap
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After many months of discussions, the City and the School District found a
creative way of transferring the Terman Community Center site to the PAUSD for
a middle school without financial hardship to either party. The land swap includes
the following key provisions:
a. PAUSD gets eight acres of buildings and parking lot at Terman,
b. City gets eight-acres of buildings and parking lot at Cubberley.
c. Joint use by the City and PAUSD is promoted at both Terman and Cubberley.
d. PAUSD is provided certainty to reclaim part of Cubberley for a small compact
high school prior to lease expiration.
The land swapis contingent on the City providing Terman to the District free of
any tenancies; therefore, it is based on solving the relocation requirements of the
JCC.
o
o
This land swap was approved in concept by the City Council and the Board of
Education in a joint meeting-held on January 29, 2001. The formal property
transfer agreement is now being drafted and will soon be presented to both
go~,erning bodies for approval. :
JCC Interim Facilities
Since it will take several years for the JCC to raise the $50-70 million in capital
funds and then design and construct a new community center, the City and
PAUSD have been meeting with the JCC to find interim space and facilities for
the JCC. The interim facilities agreement includes the following:
City will provide interim space for the JCC at Cubberley for non-childcare
programs.
PAUSD will provide interim space at Greendell for childcare and other .
children’s programs.
There will not be any interruption of JCC services.
.-T-~-Cit-~, PNUSD~d-JCC-h-~g agreed to th~ provxslon an-d-ia-g~-of th-e-Nt~-’r£n~-~
facilities.
PAUSD Agreement With JCC to Provide Relocation and Other Assistance to
JCC
To address the legal rights of the JCC as a long-term tenant at Terman and to help
the JCC relocate, PAUSD and the JCC have agreed to the following:
CMR:344:01 Page 3 of 9
a. PAUSD pays to relocate JCC to interim and permanent sites.
b. PAUSD pays a negotiated amount to JCC, including monies for JCC’s
depreciated improvements at Terman.
c. PAUSD sets up JCC at Greendell (modulars, electrical hook-ups, etc.).
d. JCC continues to use certain facilities at Terman (e.g., gym, pool) until tho~e
facilities are needed by PAUSD.
The School Board and the JCC Board of Directors have announced their
agreement on this relocation package. A formal relocation agreement has been
approved by both governing bodies.
4.City-Stanford Agreement Regarding Mayfield Site
On October 5, 2000, Stanford offered the Mayfield site at the comer of Page Mill
and E1 Camino Real to the City for a community center site, which could be a
long-term location for the JCC. In consideration .for providing the Mayfield site
for $1/year for 51 years, Stanford’s offer letter required a transfer of development
rights within the Stanford Research Park. City and Stanford representatives have
been negotiating an agreement based on Program B-16 in the City’s
Comprehensive Plan, which recommends a "transfer of development rights
program and other measures that would provide greater development flexibility
within the Stanford Research Park without creating significant adverse traffic
impacts or increasing the allowable floor area."
In these negotiations, the City has insisted that any new development in the
Stanford Research Park be located within the City’s existing Urban Growth
Boundary, so as to protect the City’s existing open space. Stanford and the City
agreed that Stanford will abide by the current development rules for any of the
sites where it uses the Mayfield entitlement. As it relates to the Mayfield
entitlement, the City will not change the existing "rules of the game" during the
life of the Development Agreement. Furthermore, and most importantly, Stanford
has agreed that any added development in the Research Park will not exceed the
existing permitted floor area ratio (FAR) in the areas where the 100-130,000
square feet of Mayfield entitlement is sited.
In terms of promoting housing in the Research Park, City representatives have
negotiated several possible scenarios. As one possibility, Stanford would evaluate
allowing 20-40 units of affordable housing to be built over the community center
for some consideration (consideration would no____[t increase the transfer of
development rights for Stanford elsewhere in the Research Park).
CMR:344:01 Page 4 of 9
So
As mother possibility, Stanford canput the entire. 100,000 square feet of
guar.anteed new development on the Hillview site, located in the South Research
Park (see attached map), or elsewhere in the Research Park if both Stanford and
the City agree. As part of this arrangement, the City would vest the rights of
Stanford over the term of the agreement to build or rebuild all of the currently
permitted commercial square footage (plus the Mayfield entitlement square
footage) on the Hillview site if and only if Stanford builds at least 240 units of
housing in the Research Park (including a minimum of 15 percent of the units for
the City’s .Below Market Rate Housing Program). Additional FAR would be
allowed on the Hillview site (or other Research Park sites) to accommodate
housing.
In summary, the Development Agreement provides for the following:
ao
eo
Stanford provides the Mayfi.eld site to the City for $1/year for 51 years.
City grants Stanford vested rights to build 100,000-130,000 square feet of
added development in the Stanford Research Park within the City’s existing
Urban Growth Boundary.
Development in the Research Park will not exceed existing permitted FAR.
FAR allowed on individual sites in "South Research Park Area" could be
increased up to 25 percent but total development in area could not exceed
present FAR.
Stanford plans to use 30,000 square feet of its May-field entitlement at. the
comer of Hanover and California. The redevelopment of the existing
building will not exceed the existing allowed FAR for the site.
Stanford will pay an. additional $150,000 toward traffic calming, projects
benefiting College Terrace in connection with redevelopment of the
Hanover site.
Stanford is encouraged to locate up to 100,000 square feet of new
development on the Hillview site if it builds at least 240 units of housing on
the Hillview site (or elsewhere in the Research Park) at the same time,
including 15 percent BMR units.
JCC S~-b2L-eAs-~-V~ith clty
A critical part of the total comprehensive solution to the Middle School Challenge
is securing a permanent location for the JCC. The JCC must raise the total cost of
$50-70 million to design and construct the new 100-130,000 square foot
community center. The JCC has agreed to pay for all. costs to operate and
maintain the community center. To provide new City programs, the City will
receive a dedicated gym, classroom, dance studio/fitness room, and storage space
as well as rights to shared use of additional space in the community center. The
CM~:344:01 Page 5 of 9
community center will be jointly programmed by the JCC and the City and both
entities will share revenues from joint programs. JCC will also fund
"Scholarships" for memberships and programs for lower-income participants,
including Palo Alto residents. Finally, .the City would receive lease revenue from
the JCC.
The summary of the sub-lease withthe JCC inclt~des:
a. JCC will raise all necessary funds to design and construct new community
center and related improvements (approximately $50 - 70 million).
b. JCC will pay all development and pre-development costs (excluding any
housing costs).
c. Total square footage of community center will not exceed 130,000 square feet.
d. Facilities will include:-
-Gyms
-Lounges
-Pool
-Dance rooms
-Program rooms
-Multi-purpose auditorium with stage
-Fitness areas
-Kitchen facilities
Snack bar and/or restaurant
Child care,.pre-school, and school rooms
Office space for JCC and other existing nonprofit tenants
e. Uses at the current JCC may be relocated to the permanent JCC at Mayfield.
f. JCC will operate and maintain community center.
g. City will receive dedicated (or "f’trst call") space for gym, classroom, dance
studio/fitness area and storage space, as well as rights to shared use of
additional space, in community center.
h. City and JCC will establish a Joint Programming Committee that will meet
regularly to oversee cooperative programming.
i. City and JCC will share revenues from jgint programming_.
j. JCC will fund "scholarships" for memberships and programs for lower-income
participants including Palo Alto residents. Non-Palo Alto residents who are
JCC members will receive Palo Alto resident program rates for City-sponsored
programs at the center.
k. JCC will pay $100,000 in lease payments to City plus three-quarters of CPI per
year (market lease rate has been discounted to reflect funds raised for
construction plus public benefits).
CMR:344:01 Page 6 of 9
Certainty for All Parties
For the comprehensive solution to actually work, and for us to move forward, there must
be some level of certainty for all parties. The School District must have certainty that
Terman is free of all tenancies so it can start renovation and re-open the facility as a third
middle school by Fall, 2003. For the JCC to relinquish any of its legal rights as a long-
term lessee at Terman, it must have certainty that it has an agreement to move to a new
permanent location. It must also have certainty regarding an interim site so ttiere is no
.interruption in JCC services. For the City to give up the Terman si.te, the City must have
the agreement of the JCC and certainty about its ownership of eight acres at Cubberley as
part of the property exchange. Finally, for Stanford to.provide the Mayfield site, it must
have legal certainty about the transfer of development rights, its legal ability to use its
transfer of development rights over the term of the development agreement, and the
City’s acceptance of the site as mitigation for any community services impacts of its
development under the County-approved General Use Permit.
Without achieving a level of comfort for all. parties, we do not have a comprehensive
solution to the Middle School Challenge.
NEXT STEPS
Once the MOU is approved by all parties, the City will complete its environmental
review and the Planning and Transportation Commission and City Council will hold
public hearings on the Mayfield Development Agreement and related zoning matters. In
addition, the City will consider planning and zoning approvals for the community center
. at the Mayfield site as well as conduct design review of the new facilities. The JCC will
then begin its capital campaign to raise $50-70 million to construct the.new community
center.
In the meantime, once the Property Exchange Agreement is approved by the Board of
.... ~u--~-tio---ff~-d-the-~-Cit-~-Cb-ffff6i-1--alSd-f.h~-d~d~fin--~-T~--~-- eal~-~ ~ii.h-lCC is -m-~i~-fi-de-d,-th-e
District can begin renovation of Terman in order to open the new middle school in Fall
2003.
RESOURCE IMPACT
The School District receives eight acres of built space and parking lots at Terman (plus
free use of the City’s parkland) for the middle school by swapping a like amount of built
space, tennis courts, and parking lots at Cubberley. No monies are exchanged. ’ The
existing JCC lease payments to the City (approximately $2631000) are replaced by an
CMR:344:01 Page 7 of 9
equivalent reduction in the City’s lease payments to PAUSD for Cubberley. As a
temporary tenant at Cubberley until it can relocate to the Mayfield site, JCC will replace
any lost rental revenue at Cubberley to the City as well as pay rent on any additional
space desired.
Stanford has offered the six-acre Mayfield site for $1 per year for 51 years if the City
grants it vested rights to build new office/research space in a portion of the Stanford
Research Park. This commercial space will not exceed the existing zoning and floor area
ratio (FAR) already approved for the Research Park.
In respect to the new JCC facility on the May-field site, the City will receive substantial
public benefits. In addition to raising $50-70 million to construct the community center,
JCC has agreed to provide at no cost to the City 10,600 square feet of dedicated space for
City programming (i.e., gym, dance studioffitness area, classroom) plus shared space for
City services. A committee of City and JCC representatives will plan and oversee joint
programming at the community center, and revenues from joint programs will be shared
by the City and the JCC. Moreover, JCC will fund a significant scholarship program
based on need for lower-income Palo Altans. The Sub-lease stipulates that JCC will pay
$100,000 per year to the City, which will increase.annually by three quarters of the .CPI.
The annual lease payments by JCC to the City have been discounted to reflect the
significant public benefits of the agreement as well as the $50-70 million in capital that
JCC needs to raise for construction.
POLICY IMPLICATIONS
This comprehensive solution promotes a number of important Comprehensive Plan goals
and policies, including working with the School District and nonprofits to promote
adequate schools and community services. In addition, the MOU provides a mechanism
to develop housing in the Research Park. Furthermore, the MOU implements the
Comprehensive Plan program encouraging transfer of development rights among parcels
in the Research Park.
Specifically, this Four-Party MOU responds to the following Comprehensive Plan
policies/programs:
Policy C-4:
Maintain a close, collaborative relationship with the PAUSD to maximize the
use of school services and facilities for public benefit, particularly for young
people, families, and seniors.
Policy C-6:
Continue and enhance .City efforts to assist PAUSD in anticipating and
addressing land development-related school enrollment.
¯ CMR:344:01 Page 8 of 9
Policy C-7:
Actively work with private, nonprofit, and public community gervice
organizations to avoid duplication and to coordinate the delivery of services
like childcare, senior services, and recreation.
Policy C~21:
Where appropriate, maintain existing community
ownership to prevent potential shortages in the future.
facilities in public
Program B-3:
On an ongoing basis, evaluate opportunities for City involvement in
public/private partnerships, including public investment in infrastructure and
other improvements, siting of public art, and modification of land use
regulations and other development controls.
Program B- 16
Study the feasibility of.a "transfer of development rights" (TDR) program
and other measures that would provide greater development flexibility within
Stanford Research Park without creating significant adverse traffic impacts
or increasing the allowable floor area.
SUMMARY
It has been a long, long arduous process to negotiate this comprehensive solution among
the four institutions. The comprehensive solution involves five inter-related transactions.
Achieving any one of those transactions is dependent upon achieving the other
transactions. Moreover, each of the institutions needs legal certainty. It is now the lime
to all come together and resolve the Middle School Challenge for the good of the
community.
ATTACHMENTS
Development Agreement Map
Four-Party Memorandum of Understanding
APPROVAL: ~~CITY MANAGER
~ BENEST
City Manager
CMR:344:01 Page 9 of 9
Development
Agreement
Map
This map is a product of
the City of Palo Alto GIS
o’500’ IOOO’
File: PL_PROJ_DISt(:(OOOOOO, ZONE]ZONESOO,FGB View: LMlO00 This document is a graphic representation only of best available sources,
Date: 30AU601-16.38.00 Bg: HUHBLE The Citg o~ Palo Alto assumes no responsibilitg £or any errors,
September 10, 2001
Ol0830.syn 0090973
TABLE OF CONTENTS
PREAMBLE .....................................................................................................................i
BACKGROUND ...............................................................................................................2
TRANSACTIONS AND DEAL POINTS ...........................................................................3
A. PROPERTY EXCHANGE BETWEEN CPA AND PAUSD ...................................................3
B. INTERIM RELOCATION PLAN FOR JCC .........................................................................4
C. JCC OPTION TO SUBLEASE MAYFIELD SITE ................................................................5
D. DEVELOPMENT AGREEMENT AND GROUND LEASE .......................................................6
E. LAND USE APPROVALS FOR THE MAYFIELD SITE .........................................................7
GENERAL TERMS ......................................................................................................8
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PREAMBLE
The City of Pal0 Alto ("CPA"), Palo Alto Unified School District ("PAUSD"), Albert I-.
Schultz Jewish Community Center ("JCC") and Leland Stanford Junior University
("Stanford") wish to confirm their mutual understanding of a multi-step process
necessary to meet the following public and private objectives:
1.Open a new middle school at the Terman Site in time for the 2003-2004 school
year.
2.Assure that the programs and services provided by or through the JCC at the
Terman Site are maintained for the benefit of the residents of Palo Alto.
3. Relocate the JCC from the Terman Community Center to portions of the
Cubberley Community Center and portions of the Greendell School Site on an
interim basis to permit JCC to plan for long-term relocation.
4.Compensate CPA and the JCC for the Terman Community Center.
5.Create a new community center at the Mayfield site on land provided by Stanford
for 51 years which will include the JCC and joint use facilities.
6. CPA accepts the lease of Stanford’s Mayfield land as full mitigation of any
community services impacts as a result of Stanford’s growth under the 2000
General Use permit.
7. Compensate Stanford for the lease of its Mayfield land by vesting certain rights to
develop further its lands in the Stanford Research Park.
8.Plan for future community needs at the Cubberley Community Center located on
a portion of the Cubberley School Site.
Achieving these objectives requires the mutual cooperation of the parties to this MOU
over an extended period of time. The purpose of this MOU is to coordinate the parties’
respective actions. This is a complex set of transactions, all of which must work if any
one is to work.
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BACKGROUND
Palo Alto’s school children need a third middle school. PAUSD has determined that the
Terman Community Center is the best location. CPA leased the Terman Site from
PAUSD in 1982, under a lease-purchase agreement, in part to assist PAUSD. It
presently has the right to acquire title to the Terman Site. Concurrent with the lease-
purchase, CPA entered into a long-term lease with JCC in order to create a community
center in southwest Palo Alto. The site was the subject of CPA’s Terman Specific Plan,
the governing land use document.
In order for a new middle school to open at the Terman site, the JCC must vacate
Terman. However, the JCC’s lease at Terman still has more than twenty years
remaining (including its option to renew). As a result, CPA, PAUSD, and the JCC have
worked cooperatively to develop relocation strategies and plans. (JCC gave written
authorization to its present landlord, CPA, and to the PAUSD to enter into these
discussions and negotiations free of certain constraints that might otherwise exist under
state and federal law.) The PAUSD considered eminent domain proceedings as an
alternative to a cooperative relocation.
Stanford recently received a new campus General Use Permit from Santa Clara County.
During the GUP process, Stanford entered into an agreement with PAUSD to provide
$10,000,000 to PAUSD as a contribution to quality education. In October 2000
Stanford offered CPA a 51-year lease (for $1.00 per year) of the former Mayfield School
site located at the intersection of Page Mill Road and El Camino Real in exchange for
vested rights to develop at least 100,000 square feet of new space in the Stanford
Research Park and CPA’s agreement that the lease would constitute full mitigation of
any impacts of GUP development on community services and facilities. Principal use of
the Mayfield site would be limited to community center activities. This new community
center space would not exceed the intensity of development permitted by existing
zoning for the Mayfield site. However, individual sites in certain areas of the Research
Park could be developed with a higher floor area ratio than is currently permitted.
010830 s.vn 0090973 2
In summary, PAUSD needs the Terman site by September 2002 for a new middle
school to be operational by September 2003. PAUSD proposes to exchange certain
land at Cubberley owned by PAUSD in exchange for certain land owned by CPA at
Ten’nan. In order for PAUSD to have use and possession of Ten’nan, the JCC must
vacate the Terman site. To enable the JCC to vacate Terman, PAUSD will provide to
the JCC a $3.4 million relocation payment and interim use of a portion of Greendell
School. CPA proposes to provide the JCC interim use of a portion of Cubberley. The
JCC would also be provided a long-term relocation opportunity by being granted, by
CPA, an option to sublease the Mayfield site as a community center in conjunction with
CPA. CPA, would in turn, vest certain development rights in the Stanford Research
Park as compensation to Stanford for the Mayfield lease. This MOU is intended to allow
these multi-party transactions to move forward.
TRANSACTIONS AND DEAL POINTS
This MOU is organized to accommodate several transactions and land use decisions
among the four parties.
A. Property Exchanqe Between CPA and PAUSD.
Land Exchanqe. CPA will exchange 7.97 acres of the Terman Site (5.94 acres of
improvements and 2.03 acres of parking) to PAUSD in exchange for 7.97 acres of
land at the northern end of the Cubberley Site. The exchanged land does not
include playing fields. The boundaries of the parcels to be exchanged are shown on
Attachments A-1 and A-2. The other terms of the exchange, which is to be
completed on September 2, 2002, are set forth in Attachment A-3. They include a
provision that each party would have a right of first refusal on the exchanged land if
the other party wishes to dispose of it.
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Terman Joint Use Agreement. After the exchange, CPA will still own dedicated
parkland at the Terman Site. PAUSD and CPA will enter into a joint use agreement
for CPA’s parkland, Terman gym, the Terman pool, and other facilities to support
community needs as appropriate. PAUSD will be permitted to use the fields at
3
Terman in a manner similar to the use of fields at other middle schools during the
school day. PAUSD will allow CPA to continue to operate the Terman Branch
Library as a City library until PAUSD determines that its enrollment and program
needs for the-middle school require the use of the space presently occupied by the
library by PAUSD. Additional terms of this joint use agreement, which is to take
effect on September 1, 2002, are set forth in Attachment A-4.
.~.~bberley Lease Amendments and Joint Use Agreement. CPA presently leases the
Cubberley Site from PAUSD. The lease will be amended to provide that:
when the land is exchanged, CPA’s lease payments to PAUSD will be reduced
by an amount equivalent to the rent CPA would otherwise have received from the
JCC for the Terman Site.
upon 24 months’ notice to CPA and after the JCC has stopped using the
Cubberley Site as an interim location, PAUSD may locate a small high school at
the Cubberley Site on the land still owned by PAUSD. In the event PAUSD does
locate a small high school at Cubberley, CPA’s lease payments will be further
reduced. The agreement will also provide for joint use of the gym, cafeteria,
theater and fields in such event.
¯upon expiration of the PAUSD/CPA lease for Cubberley, CPA will have joint use
of 7.66 acres of playing fields at Cubberley, an area comparable in size to the
7.66 acres of Terman Park where the PAUSD will have a park use permit and
joint use agreement for the benefit of Terman Middle School. Additional terms of
the Cubberley lease amendments and joint use agreement are set forth in
Attachments A-5.
B.Interim Relocation Plan for JCC.
There are four components of the interim relocation plan for JCC.
¯First, the JCC agrees to relocate from the Terman site as of August 31, 2002 and to
provide a full release to CPA and PAUSD with respect to the Terman site subject to
certain interim relocation rights as described in this Section B
¯Second, PAUSD and JCC are entering into an agreement by which PAUSD pays
$3.4 million to JCC for all relocation costs of JCC.
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¯Third, PAUSD will lease to JCC at no cost for a period of up to eight years a portion
of the Greendell School site.
¯Fourth, CPA would lease to JCC at an agreed-on rental for a period of up to eight
years a portion of the Cubberley site, subject to CPA’s extension of its master lease
for Cubberley after December 31, 2004.
Terms of the PAUSD/JCC settlement and interim use of Greendell S.chool are more fully
described in Attachment B-1. Terms of the CPA/JCC Cubberley Agreement are as set
forth in Attachment B-2. Terms of the CPA/JCC mutual release are set forth in
Attachment B-3.
C.JCC Option to Sublease Mayfield Site.
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¯JCC would be granted an option to sublease from CPA the Mayfield Site for
construction and operation of a community center for a period of 50 years. The
facility would be no larger than 130,000 square feet in area.
¯The Mayfield Site has known soil and ground water contamination that is
currently the subject of a remediation plan approved by appropriate
governmental agencies and ongoing remediation activities. Before.entering into
a sublease, the JCC shall review the information provided to it by CPA and
conduct its own investigation to determine whether the site can be developed for
JCC’s purposes.
¯The community center would include facilities to be jointly used by CPA and the
JCC, as well as certain space that would be dedicated to CPA programs. The
JCC will design and build the new community center while consulting with CPA
on spaces to be used by CPA for its own programs and for joint CPA-JCC
programs. Signage will make it clear that the center is operated by JCC under a
name to be designated by JCC.
¯The JCC and CPA would enter into a joint use and programming agreement for
portions of the new community center. CPA will not pay any money to JCC for
specified JCC/CPA joint use facilities or specified CPA dedicated programs or
facilities.
Use of the
easements.
0090973
Mayfield site is impacted by several substantial public utility
Neither CPA nor Stanford will pay the utility relocation costs.
5
Before entering into a sublease, the JCC shall cause to be performed sufficient
due diligence with respect to relocation of public utilities to determine whether
the development of a community center can accommodate the additional cost
and land area required to be dedicated for these utilities.
CPA and JCC will work together to evaluate the financial and construction
feasibility as well as the compatibility with a community center of developing
between 20 and 40 affordable rental housing units, which units would be at the
expense of CPA.
Before entering into a sublease for the Mayfield site, the JCC shall undertake
extensive due diligence analysis of hazardous materials, utility relocation, the
configuration of underground or structured parking, site ingress and egress and
the location of interior drive lanes, the methods and costs of construction, and
other factors involved with an assessment of development on the site.
Additional terms of the Mayfield sublease and Mayfield joint use agreement are set forth
in Attachment C-1.
D. Development Aqreement and Ground Lease.
Stanford has offered CPA a 51 year ground lease for the former Mayfield School site
located at Page Mill Road and El Camino Real in exchange for assurance of certain
development entitlements. Stanford’s offer requires that the site be used for a non-profit
community center. CPA wishes to locate between 20 and 40 units of housing on the
site as well. Stanford and CPA will negotiate further to determine if this can be done in
a way that is satisfactory to both parties, is compatible with the principal use of the site
as a community center, and which provides adequate consideration to Stanford.
Stanford’s offer contemplates certain land use actions by CPA. CPA will respond to
Stanford’s offer as follows:
Consider adoption of the proposed Development Agreement attached as
Attachment D-l, which would give Stanford vested rights to develop and use
between 100,000 and 130,000 square feet of new office/research development
Ol0830syn 0090973
rights in the Stanford Research Park. This square footage is within the floor
area allowed under existing zoning. However, the Development Agreement
grants Stanford the right to exceed the maximum floor area ratio on individual
sites by Up to 25%. Stanford does not wish to exceed the existing floor area ratio
for the site known as the Hanover site. The Development Agreement also grants
Stanford the right to develop 240 units of housing in the Research Park. It further
provides that: the Mayfield Site lease shall constitute full mitigation of any
impacts on City community services by development under the 2000 County
GUP.
Process a zone change and related actions necessary to-permit development of
a community center facility of up to 130,000 square feet, including the JCC.
All actions will be processed in good faith, but without any prejudgment or other
commitment to any particular decision.
Attachment D-1 is the proposed Development Agreement.
proposed Mayfield Ground Lease. Both documents are in
Stanford.
Attachment D-2 is the
a form acceptable to
E. Land Use Approvals for the Mayfield Site.
Before commencing construction on the Mayfield site, JCC shall have received
necessary approvals from CPA for the design and use of building for community center
purposes, following environmental review and public hearings. JCC and CPA shall
agree on a schedule of performance for making (a) design submissions, (b) reaching
certain interim fundraising goals or attaining certain levels of expenditures of funds on
design and other preconstruction costs directly related to construction of the community
center, and (c) submission of a complete application to CPA for necessary land use
approvals.
010830 syn 0090973 "7
GENERAL TERMS
This document is not a legally binding contract. It is a good faith statement by the
parties of their- present intentions. CPA cannot, and does not, pre-judge the
discretionary decisions that are contemplated by this MOU. Those decisions will be
made after environmental reviews are complete and public hearings have been held.
Each party will use its best efforts to achieve the objectives recited in this MOU. Each
party will bear its own costs for the actions under this MOU, except as otherwise
agreed.
DATED: September 10, 2001
010830 s)m 0090973
Attachments
A-1
A-2
A-3
A-4
A-5
CPA-PAUSD Property Exchange
.Boundaries of Terman Exchange Parcel (Aerial Photo)
Boundaries of Cubberley Exchange Parcel (Aerial Photo)
Terms of CPA-PAUSD Property Exchange
Terman Joint Use Agreement
Terms of Amendments to PAUSD-CPA Cubberley Lease
B-1
B-2
B-3
Interim Relocation Plan for JCC
PAUSD-JCC Settlement and Relocation Agreement
CPA-JCC Cubberley Sublease Terms
CPA-JCC Lease Termination and Mutual Release Agreement
C-1
JCC Option to Sublease Mayfield Site
Mayfield Sublease and Joint Use Agreement Terms
STANFORD-CPA Development Agreement and Ground Lease
Proposed Development Agreement
Proposed Mayfield Ground Lease
010905 syn 0090974
ATTACHMENT A-1
CPA-PAUSD PROPERTY EXCHANGE
Boundaries of Ten’nan Exchange Parcel (Aerial Photo)
010905 s.vn 0090974
TERMAN SITE
(+/- 372,300 s.f. / 8.5 ac.)
Attachment A-2
CPA-PAUSDPROPERTYEXCHANGE
Boundaries of Cubberley Exchange Parcel (Aerial Photo)
010905 syn 0090974
CUBBERLEY SITE
Attachment A-3
CPA-PAUSD PROPERTY EXCHANGE
Terms of CPA-PAUSD Property Exchange
1. PAUSD and CPA will enter into an exchange of ownership of land. The exchange of
property will take effect on September 1, 2002. PAUSD will receive from CPA 7.97
acres of the Terman Site (5.94 acres of improvements plus 2.03 acres of parking.) In
exchange, CPA will received from PAUSD 7.97 acres at the northern end of the
Cubberley Site. The approximate boundaries of the parcelsto be exchanged are
shown on Attachments A-1 and A-2.
2. PAUSD will have the use of CPA’s 7.66 acres of playfields at Terman. Should CPA’s
Cubberley lease expire, CPA will have joint use of 7.66 acres of playfields at Cubberley.
Such joint use of these fields at Cubberley shall reflect the needs of any future
comprehensive high school on Cubberley as well as the Community Center.
3. CPA agrees to deliver the Terman site free of all tenancies on September 1, 2002.
This agreement to deliver Terman free of all tenancies is based on PAUSD, CPA, and
Jewish Community Center (JCC) entering into a mutually agreeable settlement.
4. PAUSD and CPA have the right of first refusal regarding the land exchanged should
the other party desire to dispose of that property or a portion of that property.
¯5. The exchange agreement is contingent upon Stanford University providing a long-
term lease to CPA for a community center on the Mayfield site.
(Source Document: Proposed Conceptual Agreement Between Palo Alto Unified School
District and City of Palo Alto to Exchange Property, January 25, 2001)
O10905synO090974
Attachment A-4
CPA-PAUSD PROPERTY EXCHANGE
Terman Joint Use Agreement
1. Library Wing.
PAUSD will explore with CPA a long-term joint use agreement regarding the
library. CPA will continue operating the Terman Branch library as a CPA library until
there is a long-term joint use agreement or PAUSD enrollment and program require the
space occupied by the existing library to support the educational program at Terman.
2. Other Facilities.
CPA and PAUSD will enter into a joint use agreement regarding the Terman
gym, pool, tennis courts, fields and other facilities to support community needs as
appropriate and in a manner that does not interfere with the school uses of the Terman
School, or with JCC uses of site under its agreement with PAUSD, and is consistent
with the fact that Terman Park is a dedicated public park.
a. Swimming Pool.
-School year: availablefor after school, evening and weekend use for
instructional programs and lap swimming.
-Summer: day and night uses for instructional programs, community,
recreational swimming and lap swimming.
b. Gymnasium.
-School year: available for middle school athletics; week nights for teen
and adult programs; weekends for youth, teen and adult programs.
-Summer: day and night uses for youth, teen and adult programming.
c. Wing 30. PAUSD has not yet determined what its space needs at Terman are
for this portion of the site. By winter/spring 2001-2002, it will advise CPA whether space
is available to CPA for use, at no charge, by CPA for its Friends of the Library operation
presently in that location. If so, PAUSD and CPA will enter into an agreement for such
use for not more than three years, under which PAUSD will have the right to reclaim the
space at any time upon six months written notice to CPA.
The above uses are subject to coordination with the JCC regarding certain continuing
interim uses by the JCC.
010905 syn 0090974
Attachment A-5
CPA-PAUSD PROPERTY EXCHANGE
Terms of Amendments to PAUSD-CPA Cubberley Lease
The description of the premises leased will be revised to remove the portion of
the leasehold that will be acquired by the CPA in fee as of September 1, 2002.
Given that CPA no longer will be leasing the 7.97 acres at Cubberley that it is
acquiring from PAUSD, the CPA’s lease payment, effective September 1, 2002,
will be reduced by the same amount as the lease payment at Terman, effective
September 1, 2002. This offset will receive the same CPI adjustment as the
Cubberley lease.
The lease will provide that PAUSD, with a 24-month notice to CPA, can bring on
line a small high school in the space utilized by the Foothill College program on
the Cubberley site on the land still owned by PAUSD. The CPA’s lease payment
to the School District would be reduced by the same amount as the loss of
revenue to the CPA from the Foothill program. The School District and CPA will
enter in to an agreement regarding joint use of gym, cafeteria, theatre and fields.
if such a high school is opened.
The covenant not to develop shall be amended as required by its terms to reflect
changes in use at Greendell and other schools since last amendment.
010905 syn 0090974
Attachment B-1
Interim Relocation Plan for JCC
PAUSD-JCC Settlement and Relocation Agreement
010905 syn 0090974
SETTLEMENT AND RELOCATION AGREEMENT
This Settlement and Relocation Agreement is entered into by and between the Palo Alto
Unified School District, a subdivision of the State (the "PAUSD") and Albert L. Schultz Jewish
Community Center, a Califomia nonprofit public benefit corporation (the "JCC") as of this
day of-August, 2001.
RECITALS
a. The PAUSD is responsible for providing public education to all school age students
within the jurisdictional limits of the PAUSD for kindergarten through twelfth grade.
b. The PAUSD has determined that in order to provide a quality educational experience the
desired range of school size for middle schools is 600 to 900 students. The PAUSD currently
operates two middle schools, one of which has an enrollment of 1076 students and the other of
which has an enrollment of 1179 students. In order to ensure that middle school students in the
PAUSD receive the best education possible, the PAUSD has determined that it is necessary to
open a third middle school in order to reduce the enrollments at the middle schools to the range
of 600 to 900 students.
c. The PAUSD has conducted an extensive search for a site for the new middle school.
Based on the residences of the current middle school population, the PAUSD has determined that
that certain property more particularly described in Exhibit A attached hereto and incorporated
herein and commonly referred to as the "Terman Site" is the most appropriate location of the
new middle school.
d. The PAUSD formerly operated a middle school on the Terman Site. In 1981 the PAUSD
entered into a Lease to Purchase Ageement with the City of Palo Alto ("City") whereby the City
leased the Terman Site from the PAUSD. The City in turn subleased a portion of the Terman
Site to the JCC. The JCC currently occupies a portion of the Terman Site and operates among
other things a community center thereon which provides valuable community services on a
nondenominational basis to the residents of area. In order for the PAUSD to occupy the Terman
Site and operate a middle school on the Terman Site, the JCC needs to vacate the Terman Site.
e. The PAUSD must be able to open the Terman Site as a middle school no later than
August 2003 in order to accommodate students in the Terman attendance area and relieve the
overcrowding at the current middle schools. Prior to occup~ng the Terman Site, the PAUSD
must conduct certain renovations of the Terman Site. The PAUSD must have possession of the
Terman Site no later than September 1, 2002 in order to ensure that the necessary renovations are
completed in time for the Terman Site to operate as a middle school for the 2003-2004 school
year.
f. The JCC must be ableto relocate to alternate facilities prior to vacating the Terman Site
in August 2002 and the JCC has determined that a portion of the Greendell School Site (the
"Greendell Premises") and a portion of the adjacent Cubberley site (the "Cubberley Premises")
will be adequate interim space for the JCC’s relocation from the Terman Site.
1185\02\147414.3 18/17/01
g. The PAUSD and the JCC have determined that it is in the best interests of both parties to
enter into this Settlement and Relocation Agreement which provides for the JCC to vacate the
Terman Site and relocate its facilities on an interim basis in the Greendell Premises and the
Cubberley Premises under the terms and the conditions set forth below and in return for
consideration from the PAUSD as set forth in this Agreement.
h. The PAUSD and the JCC recognize and acknowledge that if the parties did not enter into
this Agreement, the PAUSD would consider instituting eminent domain actions to acquire the
Terman Site and the JCC would have likely opposed such eminent domain action.
NOW, THEREFORE, for good and valuable consideration, the PAUSD and the JCC
agree as follows:
1. Vacation of the Terman Site. Provided that PAUSD makes the Greendell Premises
available to the JCC for occupancy on the terms and conditions set forth in Section 2 below on or
before August 15, 2002 (the "Relocation Condition") and only in such event, (a) the JCC and all
of its subtenants and licensees, if any, will vacate the Terman Site, subject to the rights set forth
in Section 3 below, and grant the PAUSD possession of the Terman Site on or before August 31,
2002 (the "Relocation Date") and (b) the JCC shall be responsible for ensuring that all of its
subtenants and licensees also vacate the Terman Site on or before the Relocation Date. In the
event the JCC fails to vacate the Terman Site as required hereby on or before the Relocation
Date for any reason ether than the PAUSD’s failure to satisf~v the Relocation Condition, the
PAUSD shall have no further obligations toward the JCC under this Agreement and the PAUSD
shall be entitled to terminate this Agreement and pursue its rights and remedies available at law
or in equity. The PAUSD shall accept possession of the Terman Site "as is" and without any
warranty or representation of the conditions of the Terman Site from the JCC.
2. Temporary Use of Greendell Site. As part of the consideration for the JCC vacating
the Terman Site, the PAUSD and the JCC shall execute the Greendell License attached hereto
and incorporated herein as Exhibit B and the PAUSD shall be responsible for satisfaction of the
Relocation Condition. The Greendell License provides the following:
(a) The PAUSD shall make available to the JCC 4 classrooms at the Greendell site in
thei~ current condition.
(b) The PAUSD shall place on the Greendell site 9 new portable classrooms each
consisting of 960 sqaare feet and one portable bathroom building for the JCC use. The portable
classrooms and bathrooms shall be installed on pads with utility and power connections, and
ready to use, including such HVAC components as are otherwise typically available in portable
classrooms in the PAUSD school system. All costs of installation for the portables shall be paid
by the PAUSD. The portable facilities shall be subject to all usual and customary manufacturer’s
warranties, provided however, the PAUSD shall not be obligated to obtain any warranties that
would be in excess of the PAUSD’s normal procedures for portable facilities. The portable
classrooms shal! be ready for occupancy on August 15, 2002.
1185\02\147414.3 28/17/01
(c) In consideration for the JCC vacating the Terman Site, the JCC’s occupancy of
the Greendell Premises shall be rent free for a period not exceeding eight years commencing
upon the JCC vacating the Terman Site and terminating on the earlier of (i) that date which is the
eighth anniversary of the JCC vacating the Terman Site or (ii) the JCC has available to it an
alternative facility.that has at least 60,000 square feet of community facilities space available for
JCC uses.
(d) During its occupancy of the Greendell Premises, the JCC shall be responsible for
paying all janitorial costs for the Greendell Premises. The JCC shall also be responsible for
paying all maintenance costs for the Greendell Premises, including ordinary and routine
maintenance and any costs of replacing any building components or portable components that
require replacement during the course of the JCC occupancy, provided, however, the JCC shall
not be obligated to pay for the replacement of any components of the portables covered by any
warranties or for the replacement of the roof, structural elements, HVAC or other capital items,
except to the extent the repIacement of such capital items is necessitated as a result of the active
negligence or willful misconduct of the JCC and such replacement is not reimbursable by the
PAUSD’s insurance. The PAUSD shall provide the JCC with documentation sufficient to enable
the JCC to verify its share of the maintenance costs to be charged to the JCC. The PAUSD shall
carry all fire and casualty insurance, at its sole cost, with respect to the Greendell Premises.
(e) During its occupancy of the Greendell Premises, the JCC shall be responsible for
all utility costs incurred for JCC uses of the portable structures to be installed at the Greendell
Site for the JCC’s use. Such utility use shall be separately metered by the PAUSD or shall be
subject to verification as to the utilities reasonably allocable to the JCC’s use.
(f) The JCC shall be responsible, at its sole cost, for obtaining any governmental
approvals necessary for the JCC to occupy the Greendell Site, including any environmental
review required under the California Environmental Quality Act.
(g) Before the PAUSD pl2.ces the portables on the Greendell Site, the JCC and the
PAUSD shall agree on the location of the portables.
(h) The provisions of this Section 2 shall be s.uperseded by the License Agreement
upon execution of the License Agreement.
3. Interim Use of Terman Site. As additional consideration for the JCC vacating the
Terman Site, the JCC shall have the right to use the swimming pool, gymnasium and associated
locker and fitness rooms together with sufficient parking on site to accommodate such uses from
September 1, 2002 through August 15, 2003 (the "Renovation Period"), so long as such uses do
not interfere with the PAUSD’s renovation of the Terman Site. The PAUSD shall, in good faith,
determine, whether and when the JCC can use the swimming pool, gymnasium and associated
locker and fitness rooms based on the PAUSD construction schedule and need for the facilities.
The PAUSD shall use reasonable efforts to coordinate its construction schedule at the Terman
Site in order to minimize the disruptions to the JCC’s use of the swimming pool, gynmasium and
associated locker and fitness rooms, provided, however, the PAUSD shall not be obligated to
incur any additional costs or delays in order to minimize this disruption. The PAUSD shall
1185\02\147414.3 38/17101
provide the JCC with reasonable advance written notice of the period or periods during which
the designated facilities shall be unavailable to the JCC.
The JCC shall also be entitled to use the swimming pool and the locker room at the
Terman Site during the summer months when school is not in session ("Summer Use Periods")
during the time that the JCC occupies the Greendell Premises.
In the event the JCC elects to use the swimming pool, gymnasium, locker rooms and
fitness rooms during the Renovation Period, the JCC shall be required to furnish to the PAUSD
proof of liability insurance coverage in amounts and coverages to be reasonably determined by
the PAUSD’s risk manager (which coverage requirements shall be no greater than those required
by the PAUSD of other tenants of PAUSD properties), but all fire and casualty insurance for the
facilities so used shall be the responsibility of the PAUSD at its sole cost. All insurance policies
required to be carried by the JCC pursuant to this Section 3 shall name-the PAUSD and its
officers and employees as additional insureds and shall require thirty (30) days notice to the
PAUSD of cancellation or termination. The JCC shall be responsible for paying to the PAUSD
all variable costs associated with the operation of the swimming pool, gymnasium, locker rooms
and fitness rooms for any periods of time that the JCC uses the facilities, including all utility
costs and maintenance costs, provided that such costs shall be invoiced to the JCC with sufficient
backup documentation to enable the JCC to verify the basis for the cost allocation to the JCC.
Except for the reimbursement of such variable costs, the JCC’s uses during the Renovation
Period and the Summer Use Periods pursuant to this Section 3 shall be rent free.
In the event the JCC uses the Terman facilities during the Renovation Period or during
the time that the JCC occupies the Greendell Premises. the JCC agrees to defend: indemnify,
protect and save harmless the PAUSD, its officers, directors, agents and employees from liability
for any real or claimed damages or injury and from all liens, claims and demands arising out of
the JCC’s use of the Terman facilities or any acts, omissions, negligence or willful misconduct of
the JCC or its agents, employees, servants, gnests, invitees or contractors. The foregoing
obligation of the JCC shall survive the termination of the Agreement and shall include the
reasonable costs of legal counsel and investigation, together with other costs, expenses and
liabilities reasonably incurred in connection with any and all claims of damage.
4. Continued Occasional Use of Terman Site. During the Relocation Period in which the
JCC occupies the Greendell Site, the PAUSD will allow the JCC to use the reopened Terman
Site facilities in the evenings and weekends rent free for programs that cannot be accommodated
on the Greendell Site, as requested by the JCC and responded to on a space-availab!e basis by the
PAUSD acting in good faith, provided, however, all PAUSD uses shall have priority over JCC
uses. The JCC’s uses of the Terman Site facilities shall be subject to the same conditions and
restrictions the PAUSD imposes on all users of its facilities. Prior to any use of the Terman Site
facilities by the JCC, the JCC shall be required to furnish the PAUSD with adequate proof of
liability insurance coverage naming the PAUSD and its officers, directors, employees and agents
as additional insureds and such other protections as the PAUSD risk manager may reasonably
require. In the event the JCC’s use of the Terman Site facilities pursuant to this Section 4
conflicts with any new use of the Terman Site requested by the City, the PAUSD shall give
1185\02\147414.3 48117101
priority in the use of the Terman Site facilities to the JCC, except to the extent the JCC’s
proposed use conflicts with any currently existing City use of the Terman Site.
5. Relocation Expenses. The PAUSD has determined that if it were to use the power of
eminent domainto, acquire possession of the Terman Site, it would be required to pay the JCC
for certain relocation expenses and improvements that the JCC made to the Terman Site. In
consideration for the JCC voluntarily vacating the Terman Site the PAUSD shall pay to the JCC
the following sums as set forth below:
(a) The PAUSD shall pay to the JCC Four Hundred Eleven Thousand Dollars
($411,000) as a reasonable estimate of the relocation costs the JCC would have otherwise been
entitled to pursuant to Government Code Section 7260 et seq. and 25 Cal Code of Regulations
Section 6000 et seq.("Relocation Payment"). The PAUSD shall pay the JCC the Relocation
Payment in two installments. The first installment of Three Hundred Thousand Dollars
($300,000) shall be due and payable when the JCC vacates the Terman Site as required by
Section 1 of this Agreement, subject to the provisions of Section 3. The second installment of
One Hundred Eleven Thousand Dollars ($111,000) shall be due and payable when the JCC
vacates the Greendell Premises.
(b) In addition to the Relocation Payment, the PAUSD shall pay to the JCC Three
Million Dollars ($3,000,000) to compensate the JCC for capital improvements installed at the
Terman Site and all other costs and damages claimed by the J(2C related to the JCC’s relocation
from the Terman Site ("Capital Payment"). The Capital Payment shall be paid in three
installments. The first installment of the Capital Payment of One Million Five Hundred
Thousand Dollars ($1,500,000) shall be due and payable within sixty (60) days of the full
execution of this Agreement. The second installment of the Capital Payment of One Million
Dollars ($1,000,000) shall be due and payable upon the JCC vacating the Terman Site as
required by Section 1 of this Agreement, subject to the provisions of Section 3. The third
installment of the Capital Payment of Five Hundred Thousand Dollars ($500,000) shall be due
and payable upon the JCC vacating the Greendell Premises.
6. Settlement of Potential Litigation. The JCC and the PAUSD acknowledge that this
Agreement is being entered into in order to settle potential litigation regarding the possession of
the Terman Site. The Parties agree that no part of this Agreement will be admissible as evidence
in a court of law in the event the PAUSD institutes eminent domain actions to acquire possession
of the Terman Site and that this Settlement Agreement shall be subject to the applicable
California Evidence Code Section related to the inadmissibility of settlement discussions.
7. Mutual Release. Upon performance of the parties’ obligations under this
Agreement, and in consideration for the Relocation Payment and the Capital Payment, JCC
hereby releases and forever discharges, on behalf of the JCC, and its successors, assigns, heirs,
executors and administrators, the PAUSD and its, board members, officers, directors, employees,
agents, contractors and affiliates from any and all demands, claims or causes of action against the
PAUSD, including without limitation all claims, demands or causes of action of the JCC and its
subtenants and creditors arising out of or pertaining to any occurrence, event, circumstance or
1185\02\147414.3 58/17/01
matter of any kind or nature arising out of, directly or indirectly, the acquisition of the Terman
Site by the PAUSD and the relocation of the JCC from the Terman Site, including, but not
limited, to any claims by the JCC or its subtenants for compensation for leasehold value, fixtures
and equipment, loss of business goodwill, severance damages, interest, litigation expenses,
attorneys’ fees and costs (including, but not limited to, costs incurred to negotiate this
Agreement), loss or damages for inverse condemnation, unreasonable precondemnation delay,
unreasonable precondemnation activities and statutory relocation benefits. In consideration for
the JCC vacating the Terman Site and other consideration herein set forth, the PAUSD hereby
releases and forever discharges, on behalf of the PAUSD, its successors, assigns, heirs, executors
and administrators, the JCC and its board members, officers, directors, employees, agents,
contractors and affiliates from any and all demands, claims or causes of action against the JCC
relating to the JCC’s occupancy of the Terman Site prior to August 31, 2002 including attorneys’
fees and costs (including costs to negotiate this Agreement).
In giving this release, the JCC and the PAUSD expressly waive the protection of Civil
Code Section 1542, which statute provides as follows:
"A general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if known by him
must have materially affected his settlement with the debtor."
PAUSD JCC
8. Headings. The title and headings of the various Sections of this Agreement are intended
for means of reference and are not intended to place any construction on the provisions of this
Agreement.
9. Invalidity. If any provision of this Agreement shall be invalid or unenforceable the
remaining provisions shall not be affected thereby, and every provision of this Agreement shall
be valid and enforceable to the fullest extent permitted by 3aw.
10. Entire A~reement. The terms of this Agreement are intended by the Parties as a final
expression of their agreement and may not be contradicted by evidence of any prior or
contemporaneous agreement. No provision of this Agreement may be amended except by an
agreement in writing signed by the Parties hereto or their respective successors in interest. The
Parties were represented by attorneys with regard to the drafting of this Agreement, and neither
party shall be deemed to be the drafter of this Agreement.
11. Successors. This Agreement shall be binding upon and inure to the benefit of the heirs,
executors, administrators, successors and assi~o-ns of the Parties hereto.
12.Govemin~ Law. This Agreement shall be governed by the law of the State of California.
13.Execution. This Agreement may be executed in multiple counterpart originals.
1185\02\147414.3 6811 7101
14. Attorneys’ Fees. In the event of a breach of this Agreement, the non-breaching party
shall recover all attorneys’ fees and litigation expenses incurred as a result of such breach and/or
to enforce this Agreement, including without limitation costs of appeal.
IN WITNESS WHEREOF, the Parties have executed this Agreement on or as of the date
first above written.
JCC:
THE ALBERT L. SCHULTZ JEWISH
COMMUNITY CENTER, a California nonprofit
public benefit corporation
By:
Its:
PAUSD:
PALO ALTO UNIFIED SCHOOL DISTRICT
By:
Its:
1185\02\147414.3 78/17/01
LICENSE AGREEMENT
The Palo-Alto Unified School District ("PAUSD") and the Albert L. Schultz Jewish
Community Center, a California nonprofit public benefit corporation ("JCC") as of this ~ day
of , 2001 hereby enter into this license agreement (the "Lease"), the terms and
provisions of which are set forth in its entirety as follows:
RECITALS
A. The Palo Alto Unified School District owns that certain former school site more
particularly described in Exhibit A attached hereto and incorporated herein, and commonly
referred to as the Greendell Site.
B. The PAUSD and the JCC have entered into that certain Settlement and Relocation
Agreement dated ~ whereby the JCC agreed to vacate certain premises needed by the
PAUSD in order for PAUSD to provide adequate middle school facilities to the Palo Alto
community. As a term and condition of that Settlement and Relocation Agreement, the PAUSD
agreed to allow the JCC to use portions of the Greendell Site for a limited period of time for
childcare services provided by the JCC.
C. The PAUSD and the JCC now desire to enter into this License Agreement
whereby the terms and conditions for the JCC’s use of the Greendell Site and the PAUSD’s and
the JCC’s obligations shall be set forth.
1. PURPOSE OF LICENSE. PAUSD is the owner of the real property and the
improvements thereon, located in Palo Alto, California and described in the attached Exhibit A
(the "Greendell Site"), which currently consists of a former elementary school site with __
classrooms and related playground space. PAUSD desires to allow the JCC to use four class
rooms on the Greendell Site and other improvements as set forth in the site plan attached hereto
as Exhibit B (the "Premises") on the terms and conditions as hereafter set forth.
2. TERM. This License shall commence on August 15, 2002 (the "Commencement
Date") provided however, if the PAUSD has delivered the Premises to the JCC on the terms and
conditions set forth in this License on or before the Commencement Date and the JCC does not
vacate the Terman Site as that term is defined in the Settlement and Relocation Agreement on or
before August 31, 2002, this License Agreement shall automatically terminate and the JCC shall
have no further rights to the use of the Greendell Site or any facilities located thereon. The
License shall terminate on the earlier of (i) August 15, 2010 or (ii) the date the JCC’s occupies a
facility with a least 60,000 square feet of space available to the JCC for community services,
provided however, the JCC use of the Cubberly High School site shall not be deemed use of an
alternative site that results in termination of this License Agreement. Except as expressly set
forth herein, this License shall not be revocable by the PAUSD during its term and the JCC shall
be deemed to have exclusive rights to the use and occupancy of this Premises during the term of
this License.
1185\02\146942.4 !
7/25/01
3. USES. The Premises during the term of this License are to be only used for, and
shall be used for, the operation of facilities for childcare and early childhood education including
preschool and after-school care and ancillary administrative offices, which uses are compatible
win the existing .uses of the Greendell Site. JCC shall not use the Premises or permit the
Premises to be used for unlawful, boisterous, commercial or hazardous purposes. The Premises
shall not be used as a place of dwelling or residence and shall not be open to the public prior to
7:00 a.m. nor after 11:00 p.m. daily, unless approved by PAUSD in advance. PAUSD and JCC
agree that the Premises will be used exclusively programs that are available to persons regardless
of religious affiliation. The JCC shall not use the Premises for any uses not hereby expressly
permitted without the PAUSD’s written consent, which consent shall not be unreasonably
withheld, if such uses are compatible with other uses of the Greendell Site.
4. USE FEE. During the term of this License Agreement, the JCC shall use the
Premises free of charges except as set forth in this License Agreement.
5.IMPROVEMENTS TO THE PREMISES.Prior to the Commencement
Date, the PAUSD shall place on the Greendell Site nine (9) new portable classrooms each
consisting of 960 square feet and one portable bathroom building (the "Portable Structures") for
the JCC’s use. The Portable Structures shall be installed on pads with utilities,
telecommunications connections and power connections in place and ready to use. All costs of
installation and the cost of the Portable Structures shall be paid by the PAUSD and the JCC shall
have no responsibility for the cost of the Portable Structures or their installation. Upon
installation, the Portable Structures shall be subject to all usual and customary manufacturer’s
warranties, provided, however, the PAUSD shall not be obligated to obtain any warranties that
would be in excess of the PAUSD’s normal procedures for portable facilities. The Portable
Structures shall be placed on the Premises in accordance with the Site Plan attached hereto as
Exhibit 13. The JCC shall be responsible for installing any playground equipment or structures
necessa~ for its operations.
The installation and costs of any security systems desired by the JCC shall be borne
solely by the JCC. Prior to installing any security system, the JCC shall submit to the PAUSD,
for its approval, the plans and specifications for the proposed security system, including
sufficient detail for the PAUSD to determine if the security system proposed is compatible with
other uses at the Greendell Site. The PAUSD shall consent to the installation if the security
system will not interfere with other uses occurring at the Greendell Site. In the event the JCC
installs a security system, the JCC shall provide the PAUSD with access rights to be used only in
the event of emergencies.
6. RIGHT OF ACCESS. At all times during the term of this License, PAUSD or its
agents shall have the right of access to the Premises at all reasonable times with 24 hours prior
notice except in case of emergency, provided that when entering the Premises the PAUSD and its
agents shall use reasonable efforts to avoid disturbing the JCC’s use and occupancy of the
Premises, for purposes of:
(a) structural inspections and testing;
1185\02\146942.4 27/25101
(b) servicing, repairing and maintaining the Premises pursuant to the
PAUSD’s obligations under Section 7(e) hereof;
(c)-. repairs to floors; foundations, walls and other structures which
-may jeopardize the safety and well being of the occupants;
(d)determining compliance with the provisions of this License; and
(e)posting notices in connection with this License.
7.MAINTENANCE, REPAIRS AND ALTERATIONS.
(a) By taking possession of the Premises, JCC accepts them in their current
condition. JCC shall at the end of the term hereof surrender to PAUSD the Premises and the
Portable Structures and all alterations, additions and improvements thereto in the same condition
as when received, ordinary wear and tear and damage by fire, earthquake, act of God or the
elements excepted. Except as set forth in Section 5 above, PAUSD has no obligation and has
made no promise to alter, remodel, improve, repair, decorate or paint the Premises or any part
thereof.
(b) JCC shall be responsible, at its sole cost, for maintaining the Premises,
during the term hereof in good condition and repair, ordinary wear and tear, damage by fire,
earthquake, act of God or the elements excepted. The obligations described in this paragraph
include, without limitation the cost of repairing the surface of the internal walls, windows, doors
or other entrances, frames for the foregoing, plumbing fixtures, utility lines, light fixtures, and
door locks except to the extent that any such elements in the Portable Structures are covered by
any manufacturers’ warranties.
(c) PAUSD, at PAUSD’s sole cost, shall maintain and repair the roof, the
foundation, and the structural shell of the building and the Portable Structure (excluding
windows), the heating, ventilating and air-conditioning system, and the electrical, plumbing and
sewer and utility lines and systems in connection with the Premises. However, PAUSD shall not
be responsible to repair damage caused by JCC’s willful misconduct, negligence or misuse of
any of such systems and JCC shall pay tbr any such repair. In the event any improvements or
alterations are made to the Premises, such improvements or alterations shall belong to the
PAUSD, except such trade fixtures of the JCC, which can be removed without damage to the
Premises.
8. UTILITIES AND SERVICES. On the basis of separate metering or contract, the
cost of all utilities and other services to the Portable Structures shall be paid for by the JCC,
including gas, electricity, heat, pest contro!, telephone and other services delivered to the
Premises. In addition, JCC shall pay to PAUSD monthly the allocable portion of the Greendell
Site’s water, sewer and trash removal costs. In the event that JCC fails to make any payment as
required by this section, PAUSD may make the amounts in question in full with its own funds.
1185\02\146942.4 37/25101
The amount expended to pay JCC’s share shall be repayable in full, together with interest thereon
at the rate provided by law for interest on judgments.
9. USE OF COMMON AREAS. The JCC shall have, as appurtenant to the
Premises and subject to reasonable rules and regulations of the PAUSD from time to time made
applicable to the Premises, the non-exclusive right to use of the following areas in common with
other tenants of the Greendell Site:
(a) The common stairways, corridors and access ways, lobbies and foyers,
entrances, stairs, restrooms, janitorial, telephone, mechanical, and electrical rooms, and any
passageways thereto, and the common pipes, ducts, conduits, wires and appurtenant equipment
serving the Premises;
(b) The common walkways and sidewalks necessary for access to the Premises;
(c) Any other area within the Greendell Site from time to time that is not
designated for the exclusive use of the PAUSD or a particular tenant occupying space in the
Greendell Site; and
(d) the parking areas and driveways accessing the Greendell Site.
10. SIGNS. The PAUSD acknowledges and agrees that one or more signs
designating the presence of the JCC on the Greendell Site will be required. Nevertheless, JCC
shall not, without the prior written consent of PAUSD, construct or hang on or against the
exterior of the Premises any projecting sign, provided that such written consent shall not be
unreasonably withheld.
11.INSURANCE: INDEMNITY.
(a) Liability Insurance - JCC. JCC shall, at JCC’s expense, obtain and keep in
force during the term of this License, a policy of COMBINED SINGLE LIMITS, bodily injury
and property damage insurance, insuring JCC and PAUSD against any liability arising out of the
use, occupancy, or maintenance of the Premises and all other areas appurtenant thereto. Such
insurance shall be in an amount not less than $1,000,000 per occurrence. The limits of said
insurance will not however limit the liability of JCC hereunder.
(b) Liability Insurance - PAUSD. PAUSD shall obtain and keep in force
during the term of this License, a policy of COMBINED SINGLE LIMITS, bodily injuw and
property damage insurance, insuring PAUSD, but not JCC, against any liability - arisifig out of
the ownership, use, occupancy, or maintenance of the Premises and all areas of appurtenance
thereto in an amount not less than $1,000,000 per occurrence.
(c) Property Insurance. PAUSD shall obtain and keep in force during the
term of this License, a policy or policies of insurance covering loss or damage to the Greendell
Site (including, but not limited to the Premises, including the Portable Structures) (but not JCC’s
fixtures, or equipment) in an amount not less than the full replacement value thereof, as the same
1185\02\146942.4 47/25/01
may exist from time to time, providing protection against all perils included within the
classification of fire, extended coverage, vandalism, malicious mischief, flood and earthquake (in
the event same is available at commercially reasonable rates), special extended perils (all risk as
such term is used in the insurance industry) but not plate glass insurance, with deductible, if any,
acceptable to the PAUSD. In determining the replacement cost of the improvements, foundations
shall be excluded unless the insurer or insurers shall require the inclusion of same in their
determination of such replacement costs. The PAUSD shall also obtain and keep in force during
the term of this License, at the PAUSD’s sole expense, adequate boiler and pressure vessel
insurance coverage with a minimum limit of $500,000 per occurrence. PAUSD may elect to
self-insure for such coverage.
In the event that either party fails to procure insurance as required by this section, the
other party may procure such insurance with its own funds. The amount so expended shall be
repayable in full, together with interest thereon at the rate provided by law for interest on
judgments.
12. DEFAULTS AND RIGHT OF TERMINATION. The PAUSD has the right to
cancel and terminate this License, and/or to exercise any other remedy at law or equity, upon 30
days written notice upon any of the following occurrences, which constitute a default ("Event of
Default"):
(a) Failure by the JCC to pay when due any charges for services set forth
herein, if failure continues for a period of ten days after PAUSD has given notice.
(b) Abandonment of the Premises by JCC (temporary vacancy due to
remodeling or casualty shall not constitute abandonment).
(c) Change of use without the PAUSD’s consent or failure to use the Premises
as specified in Paragraph 3.
(d) Failure to perform or comply with any other provisions of this License and
failure to cure or comply within 15 days after PAUSD has given notice, or such longer period of
time as is reasonably necessary to cure or comply, provided that JCC commences the cure or
compliance within such period and diligently prosecutes such cure or compliance to completion.
(e) Execution by JCC of any leasehold mortgage or deed of mast affecting the
Premises without the written consent of PAUSD.
(f)If JCC makes an assignment for the benefit of its creditors;
(g)If any petition is filed against JCC in any court, whether or not under any
statute of the United States of America or of any state, in any bankruptcy, reorganization,
composition, extension, arrangement or insolvency proceedings, and JCC is thereafter
adjudicated bankrupt, or if such proceedings are not dismissed within thirty (30) days after the
institution of same, or if any such petition is so filed by JCC of a liquidator;
1185\02\146942.4 57125/01
(h) If, in any proceedings, a receiver, receiver and manager, trustee or
liquidator is appointed for all or any portion of JCC’s property, and such receiver, receiver and
manager, trustee or liquidator is not discharged within 30 days after the appointment of such
receiver, receiver and manager, trustee or liquidator.
13. -PAUSD’S REMEDIES. Subject to Section 27, PAUSD retains all remedies as
may be available to PAUSD at law or in equity including the right to exercise any or all of the
remedies set forth in this Section 13:
(a) Termination. Upon the occurrence of an Event of Default, PAUSD may
elect to terminate this License. IfPAUSD terminates the License, PAUSD shall have the right to
recover from JCC any amount necessary to compensate PAUSD for all detriment proximately
caused by JCC’s failure to perform its obligations under this License or which, in the ordinary
course of things, would be likely to result therefrom, including without limitation reasonable
attorneys’ fees and costs; brokers’ commissions, the costs of refurbishment, alterations,
renovation and repair of the Premises, including the Portable Structures, and removal (including
the repair of any damage caused by such removal) and storage (or disposal) of personal property
owned by JCC ("JCC’s Property").
(b) Re-entry. Upon the occurrence of an Event of Default, PAUSD also shall
have the right, with or without terminating this License, to re-enter the Premises and remove all
persons and property from the Premises; such property may be removed and stored in a public
warehouse or elsewhere, and may be disposed of at JCC’s cost in accordance with any
procedures permitted by law. No re-entry or taking possession of the Premises by PAUSD
pursuant to this Section 13(b) shall be construed as an election to terminate this License unless
PAUSD delivers a written notice of such intention to JCC.
(c) Performance for JCC. Upon the occurrence of an Event of Default,
PAUSD also shall have the right, without waiving or releasing JCC from any of its obligations,
to make any payment or perform any other obligation on JCC’s behalf and at JCC’s expense. If
PAUSD cures a failure to perform on behalf of JCC, JCC shall reimburse PAUSD for all costs
incurred in connection with such cure, including without limitation reasonable attorneys’ fees and
costs, within ten days after delivery of PAUSD’s invoice.
14. Remedies Cumulative. All rights, remedies, options and elections of either party
contained in this License shall be cumulative. No single fight, remedy, option or election shall
be exclusive of any other, and each party hereto shall have the right to pursue any one or all or
such other rights or remedies as may be available to such party at law or in equity.
15. NO RIGHT TO ASSIGN OR SUBLET PREMISES. The JCC shall not have the
right to assign all or any portion of this License or sublet the Premises.
16. HAZARDOUS MATERIALS. JCC shall not use, store, treat, dispose of or
otherwise handle any Hazardous Materials on or about the Premises, and JCC shall not permit
the use, storage, treatment, disposal or other handling of any Hazardous Material on or about the
Premises by its employees, agents, contractors, sublessees, assignees, licensees, guests or
1185\02\146942.4 67/25/01
invitees. For purposes of this License, "Hazardous Materials" shall mean and include any
substance which is (a) defined under any Environmental Law (as defined below) as a hazardous
substance, hazardous waste, hazardous material, pollutant or contaminant, (b)a petroleum
hydrocarbon, including crude oil or any fraction thereof, (c)a hazardous, toxic, corrosive,
flammable, explosive, infectious, radioactive, carcinogenic or a reproductive toxicant or
(d) otherwise regulated pursuant to any Environmental Law. For purposes of this Lease,
"Environmental Law" shall mean and include all federal, state and local laws, statutes,
ordinances, regulations, rules, judicial and administrative orders and decrees, permits, licenses,
approvals, authorizations and similar requirements of all federal, state and local governmental
agencies or other governmental authorities pertaining to the protection of human health and
safety or the environment now existing or later adopted during .the Term of this License.
Notwithstanding the foregoing, however, JCC shall be entitled to store and use on the Premises
reasonable quantities of customary office and school products and maintenance solvents and
supplies. The JCC shall not be responsible for the presence of any pre-existing Hazardous
Materials on or about the Premise.
17.CONDEMNATION.
(a) Total Taking. If (1)the entire Premises are Taken as a result of the
exercise of the right of eminent domain, (2) less than the entire Premises are Taken, but it has
been mutually determined by PAUSD and JCC that the Premises cannot be restored or replaced
to an economically profitable unit or (c)the Taking occurs during the last 12 months of the
Term, JCC shall have the right to terminate this License as of the Date of the Taking. For
purposes of this Section 17 and Section 18, the terms "Taken" or "Taking" shall mean an
acquisition and/or damaging, including severance damage, by eminent domain, or by inverse
condemnation, or by deed or transfer in contemplation of a Taking, for any public or quasi-
public use under any statute or law. The "Date of Taking" shall be the earlier of: (i) the date
actual physical possession is Taken by the condenmor; (ii)the date on which the right to
compensation and damages accrues under the Law applicable to the Premises; or (iii) the date on
which title vests in the condenmor.
(b) Partial Taking. If less than the entire Premises is Taken and it has been
mutually determined by PAUSD and JCC that the remaining portion of the Premises can be
restored to conditions suitable for the JCC’s use of the Premises, this License shall continue in
full force and effect.
18. CONDEMNATION PROCEEDS. PAUSD and the JCC shall apportion the
amount of any award which may be made or given for a Taking in accordance with the
provisions of this section. The amount of any award shall be apportioned in the following order
of preference; First, an amount equal to all costs incurred by JCC in connection with restoration
of the Premises following a partial Taking shall be paid from such award. Second, the JCC shall
be entitled to receive from the Taking authority (but not from PAUSD) any compensation which
may be separately awarded to or recoverable by JCC for (a)the Taking of JCC’s personal
property within the Premises, (b) JCC’s relocation expenses and (c) any loss of goodwill or other
damage to JCC’s business resulting from such Taking. Third, the PAUSD shall be entitled to
receive the entire remaining amount of any award which may be-made or given for a Taking.
1185\02\146942.4 77/25/01
The JCC shall not assert against the PAUSD or the Taking authority any claim for any
compensation not specifically allowed in this section, including any claim for bonus or excess
value of this License because of such Taking. The JCC shall be entitled to seek reimbursement
of litigation expenses from any Taking authority.
19. -DAMAGE OR DESTRUCTION. JCC promptly shall notify PAUSD of afiy
damage to the Premises resulting from fire or any other casualty. PAUSD promptly shall obtain
a written estimate of the time required to repair the damage and deliver the estimate to JCC.
Subject to the remaining provisions of this Section 19, if the Premises or the Greendell Site are
damaged by fire or other casualty insured against by PAUSD’s insurance (or would have been
had PAUSD procured and maintained the insurance required under Section 11 hereof), and
sufficient proceeds (when added to any applicable deductible) are made available to PAUSD to
fully cover the cost of repair, PAUSD shall promptly undertake such repairs, so long as the
estimate of the time required to repair the damage is 180 days or less after the date of delivery to
the JCC of such written estimate, in such event, this License shall remain in full force and effect.
If (1) such estimated date of completion of the repairs is more than 180 days after the date of
delivery of such written estimate, or (2) insufficient proceeds are made available to PAUSD to
fully cover the cost of repair, or (3)the casualty is not covered by PAUSD’s insurance, then
PAUSD may elect, by written notice to JCC given within 30 days after the date of such damage,
to either: (a)restore or repair such damage, in which event this License shall continue in full
force and effect, or (b) terminate this License as of a date specified in such notice, which date
shall not be less than 30 nor more than 60 days after the date such notice is given. The cost of
repair shall take into account the cost of bringing the damaged, destroyed or remaining portions
of the Premises into compliance with any then-applicable Laws (including ADA requirements).
Notwithstanding the above, JCC may elect to terminate this License by written notice to PAUSD
within ten days after delivery of PAUSD’s written estimate of the time to repair, if such estimate
exceeds 120 days after the date of damage.
(a) JCC Restoration. Notwithstanding any other provision of this License,
PAUSD shall not be required to repair any injury or damage to or to make any repairs to or
replacements of any of JCC’s personal property. Except as provided above, JCC shall not be
entitled to any compensation or damages from PAUSD for damage to such items, for loss of use
of the Premises, for any damage to or interference with JCC’s business, loss of profits, or for any
disturbance to JCC caused by any casualty or the restoration of the Premises following such
casualty.
(b) Damage Near End of Term. Either PAUSD or JCC shall have the right to
terminate this License if any damage to or destruction of the Premises occurs during the last six
months of the Term which renders the Premises unusable for the use permitted under Section 3
and which cannot be repaired or restored within 30 days after the date of the casualty.
(c) Waiver of Termination Right. The provisions of California Civil Code
sections 1932 and 1933 (and any similar or successor statutes permitting JCC to terminate the
License as a result of any damage or destruction) are hereby expressly waived by JCC, and the
provisions of this Section 19 shall govern the respective rights and obligations of the parties in
the event of any damage or destruction.
1185\02\146942.4 87/25/01
20.INDEMNIFICATION.
(a) Liability to Other Persons
JCC shall indemnify, defend and hold PAUSD harmless from and against any and all
liabilities, claims, demands, losses, costs, and expenses, including reasonable attorneys’ fees
incurred by PAUSD, arising out of injuries to any person or damage to property occurring on the
Premises or the Greendell Site which arise from the acts or omissions of JCC, its employees,
agents, contractors, invitees or permittees, except to the extent arising fi’om the negligence of the
PAUSD.
(b) Liability for Liens
JCC shall hold harmless, indemnify and defend PAUSD and its agents, employees,
invitees, tenants and permittees against any liens and encumbrances arising out of work
performed or materials furnished by or at the direction of JCC, and all costs and expenses
incurred by PAUSD related thereto. JCC shall, at its cost, promptly, upon PAUSD’s request,
post a bond in an amount equal to one and one-half times the amount of such liens or
encumbrances on the Premises.
21. NOTICE. Except as may be modified by subsequent written notice delivered to
the other party, all notices, demand for payments, and requests shall be in writing and shall be
hand delivered or sent by certified or registered mail, postage prepaid, as follows:
PAUSD:Palo Alto U~tified School District
25 Churchill Avenue
Palo Alto, CA
JCC:Albert L. Schultz Jewish Community Center
655 Arasteradero Road
Palo Alto, CA 94036
Attn: Executive Director
22. ATTORNEY’S FEES. In any action or proceeding to enforce the terms of this
License, the prevailing party shall be entitled to attorney’s fees and court costs, as deemed
reasonable by the court.
23. WAIVER. The failure of any party hereto to enforce any provision herein, when
such provision has not been complied with by the other party, shall not constitute a waiver of
first party’s rights.
24. CALIFORNIA LAW. This License shall be construed and interpreted under the
laws of the State of California.
1185\02\146942.4 97/25/01
25. ARBITRATION. All claims, disputes and other matters in question between the
PAUSD and JCC, arising out of or relating to this License or the breach thereof, shall be decided
by binding arbitration in accordance with Arbitration Rules of the American Arbitration
Association then applicable unless the parties mutually agree otherwise. No arbitration, arising
out of or relating -to this License, shall include, by consolidation, joinder or in any other manner,
any additional-person not a party to this License except by written consent containing a specigc
reference to this License and signed by the PAUSD and JCC, and any other person sought to be
joined. Any consent to arbitration involving an additional person or persons shall not constitute
consent to arbitration of any dispute not described therein. This agreement to arbitrate and any
agreement to arbitrate with an additional person or persons duly consented to by the parties to
this License shall be specifically enforceable under the prevailing arbitration law.
In no event shall the demand for arbitration be made after the date when institution of
legal or equitable proceedings based on such claim, dispute or other matter in question would be
barred by the applicable statute of limitations.
The award rendered by the arbitrators shall be final, and judgment may be entered upon it
in accordance with applicable law in any court having jurisdiction thereof.
26. SUCCESSORS AND ASSIGNS. The terms and provisions of this License shall
be binding on all heirs, successors and assigns of the respective PAUSD and JCC.
27. NON-DISTURBANCE. Provided the JCC performs all of its obligations under
this License, the possession of the Premises by JCC and JCC’s rights under this License and any
amendments hereto shall be fully recognized and shall not be affected or disturbed by PAUSD,
or any of its successors in interest in the event of a sale of the Premises or any portion thereof.
28. REAL PROPERTY TAXES. In the event this License Agreement results in
property taxes or assessments being assessed against the Premises, the JCC shall be responsible
for the payment of such taxes or assessments and the JCC shall be responsible for filing any
applications for exemptions from taxes and assessments to which the JCC may be entitled to.
29. ENTIRE AGREEMENT. This License Agreement together with any exhibits
and attachments constitutes the entire agreement between the JCC and the PAUSD with regards
to the Greendell Site. This License may be altered, amended or revoked only by an instrument in
writing signed by both parties. The PAUSD and the JCC agree that all prior or contemporaneous
oral or written agreements between and among themselves and their agents and representatives
relative to the use of the Greendell Site are merged or revoked by this License Agreement.
1185\02\146942.4 1 07/25/01
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
and effective as of this ~ day of
PAUSD:JCC:
Palo Alto Unified School District Albert L. Schultz Jewish Community Center, a
California non-profit corporation
By:By:
Its:Its:
1185\02\146942.4 117/25/01
Exhibit A
Legal Description of the Property
1185\02\146942.4
7/25101
A-1
Exhibit B
Site Plan
1185\02\146942.4
7/25101
Attachments B-2
Interim Relocation Plan for JCC
CPA-JCC Cubberley Sublease Terms
1. Term. Commencing August 15, 2002 and continuing until the earliest of
December 31, 2004 if the CPA does not extend the master lease, or August 15, 2010 if
the master lease is extended, or until JCC relocates its community services programs
from Cubberley.
2. Rent. $2704 per month until September 2003, provided that if the parties agree
to include the Exercise Room, (the remodeled Girls’ Locker Room), the rent shall be
$4779 per month until September 2003. In September 2003, the rent it increases to
$8531 with addition of dedicated gym space and the Exercise Room if not previously
included. Rent amounts are subject to annual inflation adjustment and a security
deposit; rates and usage are subject to further discussion.
3. Premises. Dedicated space initially is Room B-5, Room B-6, B-5 Storage, Coach’s
Office, M-5 Office, M-1 Office, and, at the parties’ agreement, the Exercise Room. In
September 2003, premises expanded to include exclusive use of Gym A Monday
through Thursday (and the Exercise Room if not initially included,)and shared use of the
Gym A on Friday through Sunday. JCC also has the right to regularly scheduled use of
12 hours per week of Auditorium, 6.5 hours per week of Room M-4, and 2.25 hours per
week of Room A-6, subject to adjustments to best meet Cubberley and JCC scheduling
requirements. In September 2003, shared uses will be increased to include 2.5 hours
per week of the Dance Studio and 3.0 hours per week of the Boy’s Activity Room.
Regularly scheduled use is included in the rent described above. Other use of
Cubberley space by JCC will be at the non-profit regular rental rate, but such space will
be allocated on a first-come, first-serve basis and JCC will not have priorities over other
users.
4. Access to Common Areas. JCC will have access to all common areas as needed
to make use of the dedicated and regularly scheduled use premises.
010905 s~"a 0090974
5. Si.qnacle. JCC will be permitted to install signage in accordance with the approved
sign program for Cubberley.
010905 syn 0090974
Attachment B-3
Interim Relocation Plan for JCC
JCC-CPA Lease Termination and Mutual Release Agreement
010905 syn 0090974
LEASE TERMINATION AND MUTUAL RELEASE AGREEMENT
This Lease Termination and Mutual Release Agreement is entered into by and
between the City of Palo Alto, a municipal corporation (the "City") and Albert L. Schultz
Jewish Community Center, a California nonprofit public benefit corporation (the "JCC")
as of this ~ day of July, 2001.
RECITALS
A. The City and the JCC entered into that certain Lease (the "Terman Lease")
dated July 1, 1981 for the premises (the "Terman Site") commonly known as 655
Arastradero Road, Palo Alto, CA 94306.
B. The Palo Alto Unified School District, a subdivision of the State
("PAUSD") wishes to open a new middle school at the Terman Site for the 2003-2004
school year.
C. PAUSD and the JCC have entered into that certain Settlement and
Relocation Agreement dated July ~, 2001 attached hereto as Exhibit A (the
"JCC/PAUSD Settlement Agreement"), whereby, among other things, the JCC has
agreed to terminate its leasehold interest and occupancy rights under the Terman Lease as
of August 31, 2002, subject to the JCC’s right to continued use of portions of the Terman
Site, as more particularly set forth in Sections 3 and 4 of the JCC/PAUSD Settlement
Agreement (the "Continuing Terman Occupancy Rights"), and subject to satisfaction of
certain conditions precedent to the JCC’s lease termination obligation, as provided in the
JCC/PAUSD Settlement Agreement.
NOW, THEREFORE, for good and valuable consideration, the City and the JCC
agree as follows:
1. Lease Termination. Upon the date (the "Effective Date") that the JCC
vacates the Terman Site as set forth in the JCC/PAUSD Settlement Agreement (subject to
the Continuing Terman Occupancy Rights), the Terman Lease shall terminate and be of
no further force or effect.
2.Mutual Release.
(a) Release of City. Except with respect to the City’s obligations
under the Terman Lease to be performed between the date of this Agreement and the
Effective Date, the JCC hereby releases and forever discharges, on behalf of the JCC, and
its successors, assigns, heirs, executors and administrators, the City and its council
members, officers, directors, employees, agents, contractors and affiliates from any and
all demands, claims or causes of action (collectively, "Claims") arising out of or relating
to (a) the JCC’s occupancy of the Terman Site, (b) the City’s obligations under the
Terman Lease, and (c) the acquisition of the Terman Site by PAUSD and the relocation
of the JCC from the Terman Site, including, but not limited to, any Claims for
compensation for leasehold value, fixtures and equipment, loss of business goodwill,
Gray CarykPA\10170155.1
2102988-!1
severance damages, interest, litigation expenses, attomeys’ fees and costs (including, but
not limited to, costs incurred to negotiate this Agreement), loss or damages for inverse
condemnation, unreasonable precondemnation delay, unreasonable precondemnation
activities and statutory relocation benefits other than those benefits which the JCC is
entitled to receive from PAUSD under the JCC/PAUSD Settlement Agreement. The
items referred ~o in the foregoing clause (c) are referred to hereinafter collectively as the
"Eminent Domain Claims".
(b) Release of JCC. Except with respect to the JCC’s obligations
under the Terman Lease to be performed between the date of this Agreement and the
Effective Date, the City hereby releases and forever discharges, on behalf of the City, its
successors, assigns, heirs, executors and administrators, the JCC and its board members,
officers, directors, employees, agents, contractors and affiliates from any and all Claims
arising out of or relating to (a) the JCC’s occupancy of the Terman Site through August
31, 2002, (b) defaults by the JCC under the Terman Lease, and (c) the Eminent Domain
Claims.
In giving this release, the JCC and the City expressly waive the protection of Civil
Code Section 1542, which statute provides as follows:
"A general release does not extend to claims which the creditor does not
know or suspect to exist in his favor at the time of executing the release, which if
known by him must have materially affected his settlement with the debtor."
Initials:Initials:
The City The JCC
3. Consent to JCCiPAUSD Agreements. The City hereby consents to the
terms and provisions of the JCC/PAUSD Settlement Agreement and to the Continuing
Terman Occupancy Rights as contemplated therein. In the event and to the extent that
PAUSD has not acquired the right from the City to provide the JCC with the Continuing
Terman Occupancy Rights as of the Effective Date, the City agrees to recognize the
Continuing Terman Occupancy Rights of the JCC and to perform the obligations of
PAUSD with respect to the Continuing Terman Occupancy Rights for the benefit of the
JCC subject to the JCC’s agreement to attorn to the City with respect to its obligations
relating to the Continuing Terman Occupancy Rights as set forth in Sections 3 and 4 of
the JCC/PAUSD Settlement Agreement.
4. Headings. The title and headings of the various Sections of this
Agreement are intended for means of reference and are not intended to place any
construction on the provisions of this Agreement.
5. Invalidity. If any provision of this Agreement shall be invalid or
unenforceable the remaining provisions shall not be affected thereby, and every provision
of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
6. Entire Am-eement. The terms of this Agreement are intended by the
Parties as a final expression of their agreement and may not be contradicted by evidence
Gray Cary~PA\10170155.1
2102988-1 2 .
of any prior or contemporaneous agreement. No provision of this Agreement may be
amended except by an agreement in writing signed by the Parties hereto or their
respective successors in interest. The Parties were represented by attorneys with regard
to the drafting of this Agreement, and neither party shall be deemed to be the drafter of
this Agreement.
7. Successors. This Agreement shall be binding upon and inure to the
benefit of the heirs, executors, administrators, successors and assigns of the Parties
hereto.
8. Governing Law. This Agreement shall be governed by the law of the
State of California.
originals.
Execution. This Agreement may be executed in multiple counterpart
10. Attorneys’ Fees. In the event of a breach of this Agreement, the non-
breaching party shall recover all attorneys’ fees and litigation expenses incurred as a
result of such breach and/or to enforce this Agreement, including without limitation costs
of appeal.
IN WITNESS WHEREOF, the Parties have executed this Agreement on or as of
the date first above written.
JCC:
THE ALBERT, SCHULTZ JEWISH
COMMUNITY CENTER, a California
nonprofit public benefit corporation
By:
Its:
CITY:
CITY OF PALO ALTO
By:
Its:
Gray Cary~PA\10170155.1
2102988-I 3
EXHIBIT A
JCC/PAUSD Settlement Agreement.
[To be attached]
Gray CarykPA\10170155.1
2102988-1 4
EXHIBIT B
License Agreement
[To be attached]
Gray Car3’~PA\10170155.1
2102988-I 5
RESOLUTION NO.
RESOLUTION OF THE COUNCIL OF THE CITY OF PALO ALTO
AMENDING SECTION 1401 OF THE MERIT SYSTEMRULES
AND REGULATIONS REGARDING THE MEMORANDUMOF
AGREEMENT BETWEEN THE CITY OF PALO ALTO ANDLOCAL
715A, SEIU, AFL-CIO, CLC
The Council of the City of Palo Alto does RESOLVE as
follows:
SECTION i. Section 1401 of the Merit System Rules and
Regulations is hereby amended to read as follows:
"1401. Memorandum of agreement incorporated by
reference. That certain memorandum of agreement
by and between the City of Palo Alto and Local
715A, SEIU, AFL-CIO, CLC, consisting of a Preamble
and Articles I through XXVII and Appendices A
through E, attached thereto and incorporated
therein, for a term commencing May I, 2001, and
expiring April 30, 2004, is hereby amended by the
"Tentative Agreement" between the same parties
entered on August I0, 2001, which "Tentative
Agreement" is incorporated into these Merit System
Rules and Regulations by this reference as though
fully set forth herein. Said ~Tentative
Agreement" revises Article III of the memorandum
of agreement to implement an Agency Shop
Arrangement. The memorandum of agreement, as
amended, shall apply to all employees in
classifications represented by said Local 7!5A,
SEIU, AFL-CIO, CLC, except where specifically
provided otherwise herein.
In the case of conflict between this chapter and
any other provision(s) of the Merit System Rules
and Regulations, this chapter will prevail over
such other provision(s) as to employees
represented by said Local 715A, SEIU, AFL-CIO,
CLC."
SECTION 2. The changes provided for in this resolution
shall not affect any right established or accrued, or any offense
or act committed, or any penalty of forfeiture incurred, or any
prosecution, suit, or proceeding pending or any judgment rendered
prior to the effective date of this resolution.
//
//
010521 cl 0032458 !
Attachment C-1
JCC Option to Sublease Mayfield Site
Mayfield Sublease and Joint Use Agreement Terms
1.Landlord
2.Tenant
3.Lease Execution Date
4.Commencement Date
of Term
5.Term
6.Premises
7.Ground Lease
8.Condition of Premises
9.Improvements
City of Palo Alto, a municipal corporation.
The Albert L. Schultz Jewish Community Center, a
California non-profit corporation.
Promptly upon "legal certainty" (see #-4 below).
When JCC satisfies certain conditions precedent and is
ready to start construction, but in no event later than 54
months after JCC receives legal certainty.1 (Consistent
with Ground Lease dates.)
50 years from the Commencement Date.
"Mayfield Site" - approximately six acres of vacant land
located at the corner of Page Mill Road and El Camino
Real, in the City of Palo Alto owned by Stanford
University (the "Site") and subject to a ground lease to be
entered into between Stanford and CPA ("the "Ground
Lease").
The Sublease is subject to all of the terms of the Ground
Lease. All obligations of the tenant under the Ground
Lease will pass through and become the obligations of
Subtenant. In addition, Subtenant will owe similar
obligations to CPA.
JCC will accept the Site "as-is." In taking the Site as-is,
JCC expressly agrees to take subject to and assume all
responsibilities with respect to hazardous substances
that are the CPA’s obligation under the Ground Lease.
JCC further expressly agrees that all costs and expenses
for relocation of the sewer line and the electrical lines, as
well the costs of remedying any other site conditions,
whether or not yet identified, necessary or desirable for
the JCC to construct the improvements, shall be the
responsibility of JCC.
JCC shall construct a minimum of 100,000 sq. ft. of
Gross Floor Area for use as a non-profit community
center up to a maximum of 130,000 sq. feet. "Gross
~ "Legal Certainty" means the date by which the JCC has received final approval of a zoning change for
the community center and has the right to enter into a sublease for the Mayfield Site as described in this
Exhibit C-1 and in the Ground Lease attached to this MOU as Attachment D-2.
010905 syn 0090974
10.Schedule of
Performance
11.Rent and Rent
Commencement Date
Floor Area" is defined in the Ground Lease. Stanford will
have rights to approve the exterior design of the
improvements as set forth in the Ground Lease. CPA
will retain its normal building department, design review
and other Code approval rights. JCC is responsible for.
obtaining all permits and approvals required for the
community center at its expense.
In any event JCC must comply with the requirements of
the Ground Lease for start of construction and
completion of construction. JCC must complete the
improvements not later than eight years after the
Commencement of the Term of the Ground Lease (the
same date for completion required in the Ground Lease),
subject to post-commencement force majeure delays to
the extent permitted by the Ground Lease. JCC will be
allowed to construct the improvements in phases,
provided that (i) the initial phase consists of at least
90,000 square feet of Building Area and includes space
necessary for the CPA’s uses described in Attachment 1.
CPA will require as a condition of commencement of
construction that CPA receive satisfactory evidence that
JCC has obtained the funds necessary to complete the
construction based on an estimated budget of hard and
soft construction costs submitted to and approved by
CPA. The Sublease will not commence before the zoning
change and site and design review by CPA for
community center is final.
Base Rent is $100,000 per year payable in monthly
installments, subject to annual adjustment for increases
in the cost of living and to fees for late payments. The
Rent Commencement Date will be the earlier to occur of
(a) the date the JCC completes the improvements (or, if
phased, the initial phase) or (b) the date that is eight (8)
years following the Commencement of the Term.
12.Additional
Consideration
010905 syn 0090974
As additional consideration for the Sublease, JCC will
provide scholarships for membership fees and program
charges on a sliding scale for both families and
individuals. JCC shall publicize and promote the
availability of this program to encourage participation; the
promotion and outreach program will be reviewed and
approved by CPA. Income qualification standards of
CPA or the United Way shall be applied. Also the
benefits to CPA under the Joint Use Agreement (as
defined below) shall constitute additional consideration
2
13. Net Lease
14. Us.__~e
15. Housin.q Use
16.Nondiscrimination
Clause
17. Revenues
for the Sublease.
The Sublease is absolutely net to CPA.
The principal use will be a non-profit Community Center,
with membership and program participation open to the
general public. A limited portion of the site may be used "
to house non-profit offices. "Community Center" uses
are more particularly described in Attachment 1.
Attachment 1 also further describes space for CPA uses
and uses to be offered jointly by the JCC and the CPA.
The agreements of the CPA and the JCC with respect to
the CPA space and the joint uses will be more
particularly described in a Joint Use Agreement that will
be attached as an exhibit to the Sublease.
In addition, CPA may require that a portion of the
Premises be used for 20-40 units of affordable housing,
to the extent consistent with JCC requirements and
based on CPA inputs, and provided there is no adverse
impact on JCC’s schedule of construction. JCC shall
prepare the initial design and siting of the Community
Center in a manner acceptable to the CPA that will
accommodate the future housing use. The housing must
be compatible with the primary use of the Site as a
Community Center. The design of the housing portion of
the improvements shall be subject to CPA’s approval as
landlord/developer as well as implementing its general
design review and building code approvals. CPA will
have the right to select the architect and the general
contractor for the housing portion of the project. CPA will
be responsible for any and all costs of housing
development.
The Sublease will prohibit any discrimination against any
person on the basis of race, age, creed, cohabitation,
sexual preference, gender, color, ancestry, national
origin, heritage, religion or physical or mental disability
and will require that the JCC include an appropriate non-
discrimination clause in all of its contracts and
agreements with respect to the Site or the improvements.
JCC will have the right to retain the revenues generated
from its programs and non-profit uses. The JCC and the
CPA shall share revenue with respect to jointly offered
programs in accordance with the terms of the Joint Use
Agreement. CPA shall have the right to keep all
revenues from CPA offered programs. JCC will keep
books and records, which will be available to the CPA to
inspect and audit.
010905 s)m 0090974
18.
19.
20.
21.
Subleasing and
Assiqnment
Financinq
Insurance
Obli.qation to Restore in
the event of Damaqe or
Destruction
22. Default
23.Condition of Premises
at the end of term
CPA will have the absolute right to approve any
assignments. CPA will have the right to approve any
subleases, which approval shall not be unreasonably
withheld. CPA will consent in advance to the subleasing
of a limited square footage to non-profit organizations for
office and program uses, designed to replace space
previously used for such uses at the JCC’s Terman Site.
JCC may use temporary licenses or other interim
agreements for programmatic aspects of its operations,
provided the users and their programs comply with the
permitted use requirements of the Sublease. CPA will
consent to an assignment by JCC of the Sublease to the
Jewish Community Federation ("JCF") provided the JCF
(a) assumes all of the obligations.of the JCC under the
Sublease in an assignment and assumption agreement
in form reasonably acceptable to the CPA; (b) continues
to be a non-profit organization at the time of the
assignment; and (c) is financially capable of carrying out
JCC’s obligations under the Sublease.
CPA will have reasonable approval rights over any
financing obtained by JCC for development, construction
and operation of the premises. CPA will permit financing
secured by the JCC Sublease. At a minimum, a
foreclosing lender will be required to provide a qualified
non-profit operator satisfactory to the CPA; maintain
continuous uninterrupted use; and honor the existing
CPA agreements, including the Joint Use Agreement
with the CPA. CPA may impose additional reasonable
requirements to assure that the purposes of the
Sublease will be carried out.
JCC must maintain the insurance required by the Ground
Lease; JCC’s obligation to carry rental or business
interruption insurance for JCC’s rent obligations under
the Sublease shall be mutually negotiated. CPA must be
named as an additional insured on all insurance.
The JCC’s obligations are subject to the requirements of
the Ground Lease
Parties will review default and cure periods in the
Sublease in order to provide the CPA time to cure any
default by JCC under the Ground Lease.
If the Sublease termination coincides with the termination
of the Ground Lease, JCC’s obligation under the
Sublease shall be the same as the CPA’s under the
Ground Lease; otherwise, termination condition remains
010905 s.vn 0090974
24. Si~na~e
25. Extension Right
to be negotiated.
JCC will have signage rights, subject to CPA approval
process and any approvals required under the Ground
Lease. Primary signage for the site will be for the JCC.
To the extent the Ground Lease includes a right to meet
and confer regarding extension of the Ground Lease,
CPA and JCC agree that if the JCC is still the sublessee
under the Sublease and not in default thereunder, JCC
will have the right to participate in discussions.
010905 syn 0090974
City of Palo Alto/JCC Sublease
Basic Sublease Terms
Attachment I
The permitted uses under the Sublease will be (1) a non-profit community center and
(2) affordable housing. CPA will have the exclusive right to use some space; the CPA
and the JCC will have the right to joint use of other space; and use of the balance of the
space will be under the exclusive control of the JCC, subject to the terms of the
sublease and applicable zoning. In the table below, maximum and minimum floor area
or capacity are shown where provision or limiting of such space will be required under
the sublease.
The parties contemplate that the community center, which will provide cultural,
educational, recreational, human services, and social programs for members of the JCC
and members of the general public, wilt include the following activities on site:
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(k)
(I)
administration,
caf6 and food service incidental to other uses permitted,
childcare,
cultural arts,
early childhood education program, including infant and toddler
center, not including K-12 instruction,
education, including enrichment programs for all age groups, not
including K-12 instruction
family services to people of all ages,
health, fitness and wellness programs and activities, including
without limitation cardio-therapy, dance, exercise, and swimming,
senior programs of all types,
shop for sale of books, arts and crafts and other products incidental
to uses permitted at the Community Center
sport (basketball, swimming, volleyball, etc.), and
teen programs of all types.
010905 syn 0090974
The programs and activities listed below and currently operated by the JCC at the
Terman Community Center in Palo Alto may be provided by or under the supervision of
or with the approval of the JCC. However, the amount of space devoted to such uses
shall be limited as described below.
¯Administrative Office Space
¯Jewish Community Federation
¯Jewish Community Relations Council
¯Program Space
Cardiac Therapy Foundation
1. CPA Space. CPA shall have the right to use these spaces for its own program or
those it sponsors or co-sponsors. When the CPA is not making use of the spaces, the
JCC shall have next call on them under the terms of the Joint Use Agreement. If JCC
does not use the space, CPA may permit other nonprofits or government agencies to
use these spaces and services within the scope of community center activities and
charge fees for such use. The JCC shall furnish and maintain these spaces and pay all
utility costs, and there shall be no charge to the CPA for its use of these spaces. CPA
(and its invitees et cetera) shall also have use of restrooms, parking spaces, locker
rooms and other facilities incidental to their use of the CPA Space.
Space
Gymnasium-full sized, equipped for
basketball and other court sports.
Secure storage ancillary to the
gymnasium.
Dance/aerobics room with sprung
wooden floor, mirrors and barres
Program class room, with storage
cabinets and sink
Size/Capacity
7,000 square feet
600 square feet
2,000 square feet
1,000 square feet
2. Joint Use Space. This space is primarily for the use of the JCC, for its own
programs and those it sponsors or co-sponsors. The CPA shall have a right to certain
hours as more particularly defined in the joint use agreement. The parties expect to
operate a number of joint programs in these and other spaces at the JCC. In addition,
there will be a mechanism for adjusting use from time to time as the parties mutually
agree. The space is furnished and maintained by the JCC and there is no charge to the
CPA for its use.
010905 syn 0090974
Space
Gymnasium-full sized,
equipped for basketball
and other court sports.
(Adaptable to double gym
with CPA’s gym.)
Dance/aerobics rooms
with sprung wooden floor,
mirrors and barres
2 program classrooms
with cabinets and sinks
25 meter, 8 lanes
teen lounge
theater/multi use room,
with stage, flat floor, no
fixed seating
Size/Capacity
"7,000 square feet
2,000 square feet
1,000 square feet each
2,000 square feet
400 seat capacity
CPA’s Time Entitlement
Friday evening and
Saturday morning and
other times as agreed1
3. JCC Space. These spaces are for the use of the JCC for the purposes permitted
under the lease and conditional use permit.
Space
snack bar or restaurant
kitchen facilities separate from snack
bar/restaurant
fitness areas/exercise rooms
locker rooms for users of exercise
areas, dance rooms, and gymnasiums
photography studio
program class rooms for arts, crafts,
other recreation, support groups (not
dedicated to childcare or pre-school
programs)
administrative offices for JCC
class rooms for infant and childcare for
children under kindergarten age, and
for school-age children before and after
school hours, and associated outdoor
play space
office space for other non-profit
organizations
Size/Capacity
up to 5,000 square feet
To be determined
4.Other Terms.
(a) JCC members will be treated as CPA residents when registering for CPA
programs at the JCC site.
: Schedule will accommodate cardiac rehabilitation program.
010905 syn 0090974
(b) The building will be dark on Rosh Hashanah and Yom Kippur.
010905 s~a~ 0090974
Attachment D-1
STANFORD-CPA Development Agreement and Ground Lease
Proposed Development Agreement
010905 s.vn 0090974
This document is recorded
for the benefit of the City
of Palo Alto and is entitled
to be recorded free of charge
in accordance with Section 6103
of the Government Code.
After Recordation, mail to:
OFFICE OF THE CITY ATTORNEY
City OF Palo Alto
250 Hamilton Avenue
P.O. Box 10250
Palo Alto, Ca 94303
DEVELOPMENT AGREEMENT
Between
CITY OF PALO ALTO, A Chartered City
and
BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY,
a body having corporate powers under the laws of the
State of California
010809 syn 0090963a
TABLE OF CONTENTS
RECITA~LS ................................................1
A. Definitions .................................................1
B Outline of Terms ............................................1
C Nature and Purpose of Development Agreements ................2
D Authority for City Development Agreements ...................3
E Comprehensive Plan ..........................................3
F Stanford General Use Permit .................................3
G Previous Agreement Between Stanford and Palo Alto Unified
School District for School Funding ............................. 3
H.Stanford GUP and Community Service Impacts ..................4
I.Reducing Impacts of Increased Traffic through Traffic
Calming ........................................................6
J.Housing Impacts .............................................7
K. Existing Zoning in the Research Park ........................8
L.Existing Development in the Research Park ...................9
M.Creation of Sites in the Park and Transfer of Development... 9
N.Stanford’s Right to Build I00,000 to 130,000 Square Feet of
New Limited Industrial Space at Hanover Site and in the South
Research Park Area ............................................I0
O. Stanford Option and Incentive to Develop Housing at Hillview
Site .......................................................... II
P.City Promises On Development of Mayfield Square Footage ....II
Q.Implementation of Creek and Riparian Area Policies in 1998-
2010 Comprehensive Plan .......................................12
R.No Reduction in FAR Standard in Research Park Before 2011.. 13
010904 syn 0090963a
T.
U.
V.
I.
Environmental Review .......................................13
Police Power ...............................................13
Council and Commission Findings ............................14
Nature of Recitals .........................................14
Definitions ..............................................15
(a) 2001 Rules ..............................................15
(b) ARB Approval ............................................15
(c) Associated Square Footage ...............................15
(d) City ....................................................15
(e) Comprehensive Plan ......................................16
(f) Days ....................................................16
(g) Designated Project ......................................16
(h) Designated Site ................................... .......16
(i) Development Agreement Act ...............................16
(j) Development Agreement Ordinance .........................16
(k) Discretionary Action ....................................16
(I) Effective Date ..........................................17
(m) Existing Improvements ...................................17
(n) FAR and floor area ratio ................................17
(o) Hanover Approvals .......................................17
(p) Hanover Site ............................................17
(q) Hanover Project .........................................17
(r Hillview Site ...........................................17
(s Mayfield Lease ..........................................17
(t Mayfield Site ...........................................18
(u Mayfield Square Footage .................................18
(v Mortgage ................................................18
(w Mortgagee ...............................................18
(x Party ...................................................18
(y Research Park ...........................................18
(z Signatory Party .........................................18
(aa)Site ...................................................19
(bb)South Research Park Area ...............................19
(cc)Stanford ...............................................19
(dd)Subsequent Approvals ...................................19
(ee)Subsequent Rules .......................................19
(ff)Subsequent Applicable Rules ............................19
(gg)Term ...................................................20
(hh)Transfer Area ..........................................20
(ii)Vested Right ...........................................20
ii
010904 syn 0090963a
2.Interest of Stanford .....................................20
3. Binding Effect ...........................................20
4.Negation of Agency .......................................20
5. Stanford’s Promises ......................................~I
(a) Mayfield Lease ..........................................21
(b) College Terrace Traffic Calming .........................21
(c) Compliance With Agreement; No Obligation to Develop .....21
6. City’s Promises ..........................................21(a) Mayfield and Associated Square Footage ..................21
i.Mayfield Square Footage ................................21
ii. Associated Square Footage .............................22
iii. Uses .................................................22
iv. Development Standards .................. ...............23(b) Hanover Site and Project ................................23
i. Hanover Approvals ......................................23
ii. Vested Right to Build .................................23iii.Vested Right to Use .................... ...............23iv. Modification of Hanover Approvals .....................24v.Mayfie!d Square Footage ................................24
vi. Utility Connections ...................................24
vii.Waste Treatment Capacity .............................24
viii. Storm Drain Capacity ................................25
ix. Limit on Dedications ..................................26
x. Improvement Requirements ...............................26(c) South Research Park Designated Sites ....................26
i. Designated Sites .......................................26
ii. Designated Projects ...................................26iii. FAR Shift up to 25% Over Base ........................27
iv. Tracking of FAR .......................................27
v. Priority for Utilities, Waste Treatment, and Store Drain
Capacity .................................................28vi. Dedication of Property for. Public Purposes ............28
vii. Improvement Requirements .............................28viii.Limitation on Design Review .........................29
(d) Hiilview Site Alternative ...............................30i. Single Site Chosen .....................................30
ii. Choice to Vest Entire Hillview Site Through Provision of
Housing ..................................................30
iii.Vested Right to Build Hillview Housing ...............31iv. Residentia! Development Standards .....................31
v. Hillview Site Perimeter; Increase in Site Coverage .....32
vi. Limited Design Review, Dedications, and Improvements..32
vii.Below Market Rate Units .............................. 32
iii
010904 syn 0090963a
viii.Right to Apply to Build Additional Housing ..........33
(e) No Reduction In Research Park FAR .......................33
(f) Ful!.Mitigation of GUP Community Service Impacts ........33
(g) No Moratoria and/or Growth Limitation Ordinances; No
Phasing or Timing of Development ...........................34
(h) Subsequent Rules ........................................34
(i) Cooperation and Implementation ..........................34
(j) Subsequent Discretionary Approvals ......................35
(k) Entitlement to Develop ..................................35
7. Exceptions ...............................................35
8.Exclusions ...............................................36
(a) Sewer Facilities ........................................36
(b) Storm Drains and Runoff .................................36
(c) Creek Protection, Restoration, and Enhancement ..........36
(d) Right to Change Uses in Balance of Transfer Area and
Research Park ................................................37
(e) Dedications, Exactions, Mitigations and Reservations ....37
(f) No Effect on Right to Tax, Assess, or Levy Fees or
Charges ....................................................37
(g) No Limit on Right of City to Adopt and Modify Uniform
Codes ......................................................37
(h) No Limit on Power of City to Adopt and Apply Rules
Governing Provision and Use of Utility Services ............38
(i) Retained Right to Discretionary Design Review of Stanford
Projects ...................................................38
(j) California Environmental Quality Act Compliance .........38
(k) No General Limitation on Future Exercise
of Police Power ...........................................38
9.Right to Propose Additional Development Within Stanford
Research Park ................................................38
i0. Periodic Review of Compliance; Special Review ............39
(a) Annual Report ...........................................39
(b) Director’s Response and Recommendation ..................39
(c) Hearings ................................................40
(d) Default; Notice; Cure ...................................40
(e) Failure to Cure Default .................................41
i!. Proceeding Upon Modification or Termination ..............41
(a) Notice to Stanford ......................................41
(b) Hearings on Modification or Termination .................41
(c) Certificate of Compliance ...............................42
12. Default by City ..........................................42
13. Modification, Amendment or Cancellation by Mutual
Agreement ................... ..................................43
iv
010904 syn 0090963a
14. Remedies for Default..................................... 43(a) Binding Arbitration..................................... 43
~Claim ..................................................43ii. Meet and Confer ......................................~4iii. Response¯"’’’’’’’’’’’’’’-’’...-.-....................44iv. Arbitrator"’’’’’’’’’’’’’’’:-...-.-..-.................44
v. Proceedings ............................................45vi. Arbitrator’s Fees and Costs ...........................45vii. Proceeding to Enforce................................ 45(b) Limitation of City’s Liability for Damages ..............46(c) Release of City .........................................46(d) Indemnity Against Claims of Stanford Tenants ............47(e) Venue and Reference........... ¯ .-.-. ....................4715. Superseding State or Federal Law .........................4816. Notices
17. Term of Agreement ........................................49(a) Basic Term
(b) Extension for Breach ¯.................... 49(c) Extension for Moratorium................................ 49
(d) Limitation ..............................................50!8.Assignment; Right to Assign ..............................50(a) Right of Assignment .....................................50(b) Release of Stanford..................................... 5019. Mortgagee Protection..................................... 50(a) No impairment ...........................................51(b) Notice of default by Stanford ...........................51(c) Notice ..................................................51(d) Mortgagee in Possession .................................5120. Miscellaneous............................................ 52(a) Effect of Recitals ......................................52(b) Construction
(c) Severabiiity ............................................53(d) Representation and Warranty of Title and Authority ......53(e) Time.
(f) Waiver ............, .....................................53(g) Governing State Law..................................... 53(h) Certificate of Compliance ...............................53(i) Entire Agreement ........................................54(j) No Third Party Beneficiaries ............................54(k) Jurisdiction and Venue.................................. 54(i) Authority to Execute
(m) Administrative Appeal ...................................55(n) Exhibits
v
010904 syn 0090963a
(o) Signature Pages .........................................56(p) Precedence
(q) Recordation .............................................56(r) Referendum
(s) Mayfield Lease ..........................................57
vi
010904 syn 0090963a
DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT (hereinafter "Agreement")
is entered into as of this day of , 2001, by and
between the CITY OF PALO ALTO, a chartered city of the State of
California (hereinafter "City"), and THE BOARD OF TRUSTEES OF
THE LELAND STANFORD JUNIOR UNIVERSITY, a body having corporate
powers under the laws of the State of California (hereinafter
"Stanford").
RECITALS
THIS DEVELOPMENT AGREEMENT is entered into on the
basis of the following facts, understandings and intentions of
the parties:
A. Definitions.
These Recitals use certain terms with initial capital
letters that are defined in Section 1 of this Agreement. City
and Stanford intend to refer to those definitions when the
capitalized terms are used in these Recitals.
B.Outline of Terms.
Under this Agreement, under the conditions described
below, Stanford wil! lease to the City, for fifty-one years, the
"Mayfield Site" at the corner of Page Mill Road and E1 Camino
Rea!. (The Mayfield Site is described in Exhibit A of this
Agreement, which is attached to it and a part of it.)The
Mayfield Site may be used by the City or its tenantas a
community center, as defined in the lease. The City inturn
wil! grant to Stanford up to 130,000 square feet of vested
development rights in the Stanford Research Park, determined in
accordance with the rules described below. In addition City
will accept the lease of this site as mitigation for any
community service impacts on the City from all future
development at Stanford that was authorized by the County of
Santa Clara in December of 2000. In addition, the City
guarantees that it will al!ow Stanford to develop and use up to
010904 syn 0090963a
130,000 square feet of new office/research space in Stanford
Research Park ("Research Park" as defined in Section 1 below)
and grants to Stanford the vested right to do so under the
City’s curr~nt land use rules. Stanford could apply to develop
this square footage without a development agreement. Under this
Agreement, Stanford will be permitted to exceed the FAR
currently allowed on certain sites by the zoning by no more than
twenty five percent. Stanford will be have the vested right to
use this, and certain other existing or rebuilt square footage
in the Research Park, for office/research uses until this
Agreement expires. The City also agrees not to reduce the floor
area ratio in the Stanford Research Park until 2011, the year in
which the City plans to review its Comprehensive Plan. The
total square footage available for non-residential development
in the Research Park is not increased by this Agreement.
However, if Stanford elects to build at least 240 .units of
housing in the Research Park at the Hillview Site, the FAR on
that site and in the Transfer Area will be increased to allow
for that housing. Finally, Stanford will provide extra funding
for traffic calming in the College Terrace neighborhood.
C. Nature and Purpose of Development Agreements.
Development agreements were authorized by the State of
California in 1979, through the adoption of Government Code
Sections 65864-65869.5. These statutes authorize a city to
enter into binding agreements for the development of rea!
property within the city. Because California has a "late
vesting" rule, landowners usually cannot be certain that they
can proceed with a development project until they have actually
obtained a building permit and started building. This lack of
certainty can discourage long range planning and investment and
make it more difficult for cities to provide needed public
facilities. A development agreement, in which a city agrees
that, for a certain period of time, it will not change the rules
applicable to a project, and the property owner agrees to assist
with the provision of public facilities, can benefit all
parties.
2
010904 syn 0090963a
D. Authority for City Development Agreements.
Pursuant to Government Code Section 65865, the City
adopted Resolution No. 6597 establishing procedures and
requirements for consideration of development agreements in Palo
Alto.
E. ~omprehensive Plan.
In July of 1998, the City of Palo Alto adopted its
1998-2010 Comprehensive Plan, a document containing the City’s
official policies on land use and community design,
transportation, housing, natural environment, business and
economics, and community services. Its policies apply to both
public and private properties. The Plan is used by .the City
Council and Planning Commission to evaluate land use changes in
the City, including the adoption of this development agreement.
It is intended to guide City land use decisions through 2010.
F. Stanford General Use Permit.
December of 2000, the Santa Clara County Board of
Supervisors adopted the Stanford University Community Plan and
approved the Stanford University General Use Permit No.
(the "GUP"), both of which govern the development of
Stanford lands in Santa Clara County, outside of the boundaries
of the City. The General Use Permit authorizes the construction
of new academic and academic support uses, more student housing
units, more housing units for postdoctoral fellows and medical
residents, and more housing units for faculty and staff. While
this new development will be built outside of the boundaries of
the City, the City contends it may have significant effects on
it in a number of areas.
Previous Agreement Between Stanford and Palo Alto
Unified School District for School Funding.
The District desires to re-open a former middle school
at the Terman Site at 655 Arastradero Road. The Terman Site was
acquired by the City from the District in 1981 under a lease-
purchase agreement. For the last two decades, the Terman Site
3
010904 syn 0090963a
has been used for a dedicated city park, (hereinafter "Terman
Park"), below market rate housing, a library, and a community
center. The portion of the Terman Site that the District wi~l
re-use as T~rman Middle School has been occupied in large part
by the Albert J. Schu!tz Jewish Community Center (hereinafter
"JCC") under a long-term sublease from the City. The JCC has
provided recreational, instructional, and social programs,
including childcare, both to its members and the larger Palo
Alto community, and provided facilities for other non-profit
programs as well. It is an important community resource.
H.Stanford GUP and Community Service Impacts.
The City believes that Stanford’s development under
the General Use Permit will have significant impacts on
community services in the City.Stanford disagrees and asserts
that the community benefits it provides to the City and its
residents more than offset its impacts on services provided by
City. The City and Stanford believe that it is of great benefit
to the community to find a new location in Palo Alto for the
services and programs offered by the JCC at the Terman Site. At
the suggestion of the then Mayor and the City Manger, Stanford
has offered the Mayfield lease in exchange for this Agreement,
including the City’s agreement that certain conditions of
approval of the GUP, described below, have been fully satisfied.
The Final Environmental Impact Report for the General Use Permit
prepared by the County found that the impacts of Stanford’s
development on city community services were not quantified at
the time of General Use Permit and therefore could not be
properly addressed. General Use Permit Condition of Approval P.
8. provides:
At the written request of any neighboring jurisdiction
which is supported by substantial evidence that
Stanford would not provide adequate community services
to new campus residents associated with proposed
development under the GUP, Stanford shall fund an
independent Community Services Study to be undertaken
by or prepared under the direction of the County
Planning office. The Community Services Study shall
define appropriate service levels for the Stanford
community, shall analyze the amounts and types of
010904 syn 0090963a
community services required to serve the population
associated with the development project for which
approval is sought, and shall indicate whether
Stanfogd provides or would provide those services at
appropriate levels. In lieu of funding separate
studies for each development project approved pursuant
to this GUP, Stanford may elect to fund one Community
Services Study analyzing all proposed development
under the GUP.If the Community. Services Study
concludes that Stanford would not provide sufficient
community services to serve the proposed project(s),
Stanford shall be required to provide these services
either directly through construction and Operation of
the necessary facilities, or indirectly through
payment of an in-lieu fee. If Stanford elects to pay
the in-lieu fee, the amount of the fee shall be
determined by the County Planning Gommission based on
the analysis in the Community Services Study. At the
County’s discretion, the in-lieu fee shall be paid
either to the County of Santa Clara or other affected
jurisdictions within a 6-mile radius of Stanford.
Compliance with this condition must occur prior to
issuance of a certificate of occupancy for the
development project(s) for which the community
services are needed.
Under this Agreement, the City is waiving this right to request
a Community Services Study, that might lead to
construction/operation of facilities or in-lieu fees payable to
the County of Santa Clara or Palo Alto, in exchange for the
lease of the Mayfield Site for 51 years. The City is accepting
the lease as full mitigation of impacts of GUP development in
the County on community services in Palo Alto, including park
and recreation, cultural arts, child care, and library
facilities and programs. "Community services" do not include
police, fire, or emergency medical services. The City does not
intend to waive its right to advocate that Stanford provide
additional community services on its own campus to address the
needs of those who live and work there, or any right it may have
to require the inclusion of community service facilities such as
childcare in future Stanford development in the City. Nothing in
this Agreement is intended to preclude Stanford from asserting
that the lease, and use of the Mayfield Site mitigates impacts
010904 syn 0090963a
from future development, not authorized by the 2000 GUP, within
or without the City
Reducing Impacts of Increased Traffic throuqh
Traffic Calminq.
Stanford’s expansion under the General Use Permit will
also raise traffic and transportation issues. Stanford has an
extensive and successful transportation demand management
program, including the Marguerite Shuttle service, that exceeds
that provided by any other employer in or adjacent to City.
Additionally, the County has required substantial mitigation
measures, including that Stanford improve certain intersections,
that it achieve "no net new commute trips" or that it
proportionally fund mitigation for additional specified
intersections, that it fund periodic traffic counts and
monitoring, and that it provide transportation alternatives, as
well as other measures that require Stanford to participate in
efforts by the City to address related traffic issues, including
the following:
Stanford must fund’half the cost of certain
neighborhood traffic studies, including those for
the College Terrace neighborhood, up to a total
of $I00,000. If cut-through traffic from new
Stanford development is identified, Stanford must
pay its proportional share of mitigation costs.
(General Use Permit Condition of Approval G.10.)
By December 12, 2001, Stanford must allocate up
to $I00,000 to the City or an escrow account for
consideration and initiation of a residential
parking permit program in the College Terrace
Neighborhood. (General Use Permit Condition of
Approval H.2.)
Stanford must conduct project-specific traffic
studies when it builds housing on Stanford Avenue
or adds more than I00 units to Escondido Village,
analyzing impacts on nearby streets and
intersections, pedestrian and bicycle facilities,
010904 syn 0090963a
parking, and transit.(General
Condition of Approval G.II.)
Use Permit
New Stanford development in the Research Park may
result in traffic impacts and is subject to City traffic
impact mitigation fees. Stanford owns a 51,500 square foot
building in the Research Park located at 2575 Hanover
Street (hereinafter the "Hanover Site," labeled as such in
Exhibit "B" which is attached to this Agreement and a part
of it). Stanford has obtained approval to replace that
building with a new structure with approximately 81,900
square feet. Stanford is required to pay a traffic
mitigation impact fee only for the additional 30,400 square
feet of development. As an additional mitigation measure
for College Terrace traffic, Stanford offered to pay co the
City, as a condition of the Hanover Approvals, One Hundred
and Fifty Thousand Dollars ($150,000) to assist with
traffic calming in College Terrace when new construction at
the Hanover Site commences.This sum is in addition to the
impact fees otherwise due.
J. Housing Impacts.
The City has substantially more jobs than housing, and
it wishes to reduce this imbalance. Stanford also has a housing
shortage which it is addressing through a variety of programs.
Mitigation Measure PH-3A of the Mitigation, Monitoring and
Reporting Program of the General Use Permit Final Environmental
Impact Report requires that:
In conjunction with neighboring communities,
Stanford shall continue to identify additional
sites, on-and-off-campus, that are suitable for
housing development and could accommodate
additional housing units over and above the
number included in the project. Such sites
should be developable within the time period
covered by the project and be suitable for the
types of housing that would address the current
and future shortfall Of faculty/staff and
postgraduate housing.
7
010904 syn 0090963a
The Mayfield Site is zoned by the City for multiple family
residential deve!opment and approximately 240 units of housing
would be permitted on the Site under current zoning.
Comprehensive Plan Policy H-5 provides:
Discourage the conversion of lands designated as
residential to nonresidential uses, unless there
is no net loss of housing potential on a
community wide basis.
Placing a community center on the Mayfield Site will force the
City and Stanford to look elsewhere for housing sites.
However, provision of community facilities, including schools
and community centers, is essential for new and existing
residential development, as acknowledged in the Community
Services and Facilities Element of the Comprehensive Plan.
Therefore, using the Mayfield Site for community center~ purposes
will contribute to the Ci<y’s efforts to increase its housing
supply in a way that using the site for commercial purposes
would not. This Agreement also provides substantial incentives
to Stanford to build 240 units of housing in the Research Park
at some future date. All of the Research Park is zoned to
permit housing at any density from R-I to RM-30, but no
significant amount of housing has yet been developed in it.
K. Existing Zoning in the Research Park.
The Research Park is an area of approximately 700
acres zoned "LM Limited Industrial/Research Park." The LM zone
permits professional, administrative, research and manufacturing
uses, as well as single and multiple family housing, the latter
at a maximum intensity of thirty units per acre. The permitted
Floor Area Ratio ("FAR") in the LM district is 0.4 to I.
Portions of the Research Park are zoned LM-5, which limits FAR
to 0.3 to I. Some areas have a "Site and Design Review
Combining District (D)" designation, which requires more
extensive design review for new development than is otherwise
the case. One area also has a "Landscape Combining District
(L)" designation. The City’s zoning ordinance and Comprehensive
Plan also require increased setbacks along certain roads and
from the creeks which run through the Research Park. There are
also special setbacks from neighboring residential developments
and certain streets.
010904 syn 0090963a
L. Existinq Development in the Research Park.
The Research Park has not yet been built out to the
full extent permitted by current zoning regulations. The
following table shows approximate acreage, maximum Floor Area
Ratio ("FAR), existing development, and potential development in
the Research Park. Calculation of development is not exact. It
may include areas, such as cafeterias, that are not counted by
the City in calculating FAR. Some sites may already be at
maximum development because of zoning constraints other than
FAR.
Hanover Site South
Research
Park Area
Balance of
Research
Park
Total
Acreage 4.7 335.3 357.6 697.6
0.4 to 1 0.4 to 1FAR Before
This
Agreement
51,500
30,400
81,900
Existing
Development
0.3t01or
0.4tol
4,511,600
322,900
4,834,500
Unbuilt
5,737,250
498,700
6,235,950Maximum
Build-out
10,300,350
852,000
!I, 152,350
Creation of Sites in the Park and Transfer of
Development.
The City normally applies its development standards on
a parcel by parcel basis. The Research Park is a single parcel
of land. Stanford leases much of the Research Park to various
tenants under long-term ground leases, and for these and other
010904 syn 0090963a
purposes it has obtained separate assessor’s parcel numbers from
the Santa Clara County Assessor for various leaseholds. The
City and Stanford treat these leaseholds, made up one or mo<e
assessor’s parcels,, or accumulation of them as if they were
separate parcels when applying City regulations to the Research
Park (hereafter "Sites"). (For instance, setback requirements
are measured from the edges of the Sites, not just from the
periphery of the Research Park.) The City’s application of its
floor area ratio on a Site by Site basis does not always permit
the best overall development in the Research Park. The 1998-
2010 Comprehensive Plan includes the fol!owing policy and
programs:
Policy B-29: Facilitate Stanford’s ability to
respond to changing market conditions that
support the long-term viability of the Research
Park.
Program B-16: Study the feasibility of a
"transfer of development rights" (TDR) program
and other measures that would provide greater
development flexibility within Stanford Research
Park without creating significant adverse traffic
impacts or increasing the allowable floor area.
This development agreement implements that policy by permitting
the FAR to increase up to 25% on certain Sites to provide
greater development flexibility without increasing the allowable
floor area in the Research Park.
Stanford’s Right to Build i00,000 to 130,000
Square Feet of New Limited Industrial Space at
Hanover Site and in the South Research Park Area.
The City is granting to Stanford vested rights to
build and use I00,000 to 130,000 square feet of additional LM
development (hereinafter "Mayfield Square Footage") in two areas
of the Research Park, the Hanover Site and the South Research
Park Area. These two areas are referred to collectively as the
"Transfer Area" in this Agreement. The Transfer Area is shown
on Exhibit B which is attached to this Agreement and a part of
i0
010904 syn 0090963a
it. No office/research space is being transferred to the
Transfer Area, but Stanford will have the right to shift FAR
among sites within the Transfer Area Stanford has approval to
use Mayfield Square Footage on the Hanover Project. The
remaining Mayfield Square Footage may be used by Stanford in the
South Research Park Area. It is expected that the Mayfield
Square Footage will be used for office/research purposes, but
Stanford may elect any use presently permitted in the LM
District. Stanford will have the right to use the Mayfield
Square Footage and some existing or rebuilt development on the
sites where Mayfield Square Footage is used, for any LM use
during the life of this Agreement.
Stanford Option and Incentive to Develop Housinq
at Hillview Site
The Hillview Site is a Site in the South Research
Park Area of approximately 105 acres, commonly known as 3401
Hillview, with approximately 1,355,000 square feet of
office/research space on it. Instead of using its Mayfield
Square Footage on a number of separate sites in the South
Research Park Area (including the Hillview Site), Stanford may
elect to place it all on the Site. If Stanford does place all
of it on the Hillview Site and also builds at least 240 units of
housing on that Site, (the number that could have been built on
the Mayfield Site), the City guarantees that the permitted LM
uses on the Site will not change during the life of this
Agreement. This is a significantly larger guarantee of existing
uses than Stanford would obtain by using the Mayfield Square
Footage on other sites. If Stanford so elects, it may increase
the FAR on the site to 0.5 to 1.0 to accommodate the housing,
the existing uses and the Mayfield Square Footage.
City Promises On Development of Mayfield Square
Footaqe.
In general, Stanford will have the right to build the
Mayfield Square Footage under the City’s 2001 land use
regulations during the life of this Agreement, despite
enactments that may take place in the future. The specific
regulations that are "frozen" are listed in Exhibit C to this
Agreement. Stanford will also have the right to shift FAR
!I
010904 s~,~ 0090963a
between sites in the Transfer Area so long as the total FAR for
all of the Transfer Area does not increase and to construct
housing on the Hillview Site that exceeds the FAR. Stanfo<d
does not wish to increase the maximum FAR on the Hanover Site
and will not have the right to do so. However, if it decides
not to go ahead with the Hanover Project, it can transfer all or
any part of the 30,400 square feet of unused FAR from the
Hanover Site to another one in the Transfer Area. The Mayfield
Square Footage will have priority over other unbuilt commercial
buildings for storm drain and sanitary sewer service from the
City. The Mayfield Square Footage will otherwise be subject to
the same rules as other projects. For example, Stanford wil!
pay the housing impact, traffic impact, and Other development
fees generally applicable to similar development. Certain other
existing or rebuilt development in the Transfer Area will be
treated the same way as Mayfield Square Footage. The exact
amount depends on future choices Stanford makes.
Implementation of Creek and Riparian Area
Policies in 1998-2010 Comprehensive Plan.
The 1998-2010 Comprehensive Plan calls for the
conservation of creeks and riparian areas as open space
amenities,natura! habitat areas, and elements of community
design.The City wishes "to conserve pristine riparian
corridors;re-establish corridors that have been diminished by
flood control culverts,concrete channels, and otherdisturbances; and prevent further degradation of the creekenvironment," (Comprehensive Plan pages N-6.) Program N-7 callsupon the City to:
Adopt a setback along natural creeks thatprohibits the siting of buildings and other structures,
impervious surfaces, outdoor activity areas, and ornamental
landscaped areas within I00 feet of the [actual] top of the
creek bank. Allow passive or intermittent outdoor
activities and pedestrian, equestrian, and bicycle pathways
where there are adequate setbacks to protect the natural
riparian environment. Within the setback area, provide a
border of native riparian vegetation at least 25 feet along
the [actual] creek bank. Exceptions to the 100-foot
setback are as follows:
12
010904 s.vn 0090963a
...existing development within the lO0-foot setback will
be considered legal and nonconforming. With the 100-
foot setback as a goal where feasible, redevelopment
of such sites must be designed consistent with basic
creek habitat objectives and make a significant net
improvement in the condition of the creek.
This Agreement provides that the City retains its full
discretion to implement the Comprehensive Plan creek and
riparian area policies and programs in the Research Park.
No .Reduction in FAR Standard in Research Park
Before 2011.
The Research Park is shown on Exhibit B attached to
this Agreement and a part of it. Exhibit B also shows which
portions of the Research Park have a FAR of 0.3 to 1 and which
have a FAR of 0.4 to i. The 1998-2010 Comprehensive Plan
designates the entire Research Park as Research/Office Park and
sets the maximum allowable FAR range as 0.3 to 1 to 0.5 to 1
(Comprehensive Plan, page L-12). Under this Agreement, the City
will not reduce the maximum FAR standard in the Research Park
before 2011. The City retains its power to change the permitted
uses and other standards, but not to modify its development
standards in a way that effectively reduces permitted FAR.
S. Environmental Review
City has conducted an environmental review of the
proposed transaction in accordance with the requirements of the
California Environmental Quality Act as follows: {HERE RECITE
INITIAL STUDY,NOP, ENVIRONMENTAL DOCUMENT,OTHER STUDIES RELIED
UPON, ETC.].
T.Police Power
This Agreement will bind future City Councils to the
terms and obligations specified in this Agreement and limit, to
the degree specified in this Agreement and under state law, the
future exercise of City’s ability to regulate development on the
Hanover Site and Designated Sites and in the Research Park,
13
010904 syn 0090963a
whether through action of the City Council or be initiative or
referendum.
U. Council and Commission Findings.
Development of the Transfer Area and the Research Park
in accordance with this Agreement will be consistent with City’s
Comprehensive Plan. The terms and conditions of this Agreement
have undergone review by City staff, its Planning Commission and
the City Council, and have been found to be fair, just and
reasonable. Specifically, the Planning Commission and the City
Council have found that:
I. The provisions of this agreement and its purposes
are consistent with the goals, policies, programs and standards
specified in City’s Comprehensive Plan;
2. This Agreement will help attain important
economic, social, environmental and planning goals of City and
enhances and protects the public health, safety and welfare of
the residents of the City of Palo Alto and the surrounding
region.
3. Stanford will provide significant economic
benefits under the terms of the Ground Lease to City; and
4.This Agreement will otherwise achieve the goals
and purposes for which the Development Agreement Act was
enacted.
5.This Agreement has been authorized by Ordinance
, (the "Development Agreement Ordinance") duly adopted by
the City Council of City on , 2001, a copy of which is
attached hereto, marked Exhibit D and incorporated herein by
reference thereto.
V. Nature of Recitals.
These recitals are intended in part to paraphrase and
summarize this Agreement, however, the Agreement is expressed
14
010904 syn 0090963a
below with particularity and, in the event of any disagreement
or conflict between the recitals and Agreement set forth below,
the latter shall control and govern. To the extent the Recitals
provide factual context for the Agreement, they may be
considered when interpreting it. To the extent the Recitals
paraphrase or summarize the Agreement, or other documents, they
shall be ignored
NOW, THEREFORE, the parties do hereby agree as follows:
I.Definitions.
requires:
In this Agreement, unless the context otherwise
(a)2001 Rules.
"2001 Rules" means the Current Rules set forth in
Exhibit C attached to this Agreement, the City ordinances and
resolutions, rules, regulations, and official policies that are
incorporated in the Current Rules by reference, or that
implement the Current Rules and the Comprehensive Plan, all as
modified by Section 6 of this Agreement and limited by Section
8.
(b) ARB Approval.
ARB Approval means the approval of the design by the
2001 Rules, specifically Chapter 16.48 of the Municipal Code.
(c) Associated Square Footage
"Associated Square Footage" means Existing
Improvements on the Hanover Site and Designated Sites in the
Transfer Area, or replacement thereof, designated as such by
Stanford in the manner described in Section 6(a)"ii"
(d) ~
"City" means the City of Palo Alto.
15
010904 syn 0090963a
(e) Comprehensive Plan.
"~omprehensive Plan" means the 1998-2010 Palo Alto
Comprehensive Plan.
(f) Days.
"Days" shall mean calendar days.
(g) Designated Project.
"Designated Project" is a project on a Designated Site
selected by Stanford by notice as provided in Section 6(c)"ii."
of this Agreement.
(h) Designated Site.
"Designated Site" is a Site in the South Research Park
Area selected by Stanford for development of Mayfie!d Square
Footage by notice pursuant to Section 6(c)"i."
(i) Development Agreement Act.
"Development Agreement Act" means Sections 65864 -
65869.5 of the California Government Code.
(j) Development Agreement Ordinance.
"Development Agreement Act" means Ordinance 6597, a
true and correct copy of which is attached hereto as Exhibit D.
(k) Discretionary Action.
"Discretionary Action" includes a "Discretionary
Approva!" and means an action that requires the exercise of
judgment, deliberation or a decision, and that contemplates and
authorizes the imposition of revisions or conditions, by City,
including any board, commission or department and any officer or
employee thereof, in the process of approving or disapproving a
particular activity, as distinguished from an activity that
merely requires City, including any board, commission or
department and any officer or employee thereof, to determine
16
010904 syn 0090963a
whether there has been compliance with applicable statutes,
ordinances, regulations, or conditions of approval.
(I) Effective Date.
"Effective Date" means July !, 2001.
(m) Existinq Improvements.
"Existing Improvements" mean the buildings and
associated improvements on the Hanover Site or a Designated Site
on the Effective Date.
(n) FAR and floor area ratio.
"FAR" and "floor area ratio" means the maximum ratio
of gross floor area (as defined in 2001 Rules at Section
18.04.030(65) (A) and (B) of the Municipal Code) on a site to
total site area.
(o) Hanover Approvals.
"Hanover Approvals" are defined in Section 6.
(p) Hanover Site.
"Hanover Site" means the Site so labeled on Exhibit B.
(q) Hanover Project.
"Hanover Project" means the construction and use of
improvement pursuant to the Hanover Approvals.
(r) Hillview Site.
"Hillview Site" means that area so labeled on
Exhibit B.
(s) Mayfield Lease.
"Mayfield Lease" means that certain ground lease to be
entered into by and between Stanford as Landlord and City as
010904 syn 0090963a
17
Tenant,on mutually agreeable
Mayfield Site.
terms,with respect to the
(t) Mayfield Site.
"Mayfield Site" means the
Stanford and described on Exhibit A.
real property owned by
(u) Mayfield Square Footaqe.
"Mayfield Square Footage" is defined in Section 6.
(v) Mortgage.
"Mortgage" means and refers, singly and collectively,
to any mortgages, deeds of trust, security agreements,
assignments and other like security instruments encumbering all
or any portion of the Transfer Area Property or Stanford’s
rights under this Agreement.
(w) Mortgagee.
"Mortgagee" means the holder of any Mortgage
encumbering all or any portion of the Transfer Area or
Stanford’s rights under this Agreement,and any successor,
assignee or transferee of any such Mortgage holder.
(x) Party.
"Party" means a signatory to this Agreement, or a
successor or assign of a signatory to this Agreement.
(y) Research Park.
"Research
Exhibit B.
Park" means that area so labeled on
(z) Signatory Party.
"Signatory Party" means a signatory to this Agreement
and does not include successors or assigns.
18
010904 s.vn 0090963a
(aa) Site.
"Site" means ~ leasehold or assessor’s parcel (or
multiple leaseholds or assessor’s parcels) in the Research Park
used by City for purposes of determining compliance with zoning
and Comprehensive Plan standards, including FAR and setbacks.
(bb) South Research Park Area.
"South Research Park Area" means that area so labeled
on Exhibit B.
(cc) Stanford.
"Stanford" means the Board of Trustees of the Leland
Stanford Junior University, a body having corporate powers under
the laws of the State of California.
(dd) Subsequent Approvals.
"Subsequent Approvals" means any approval or other
action by City for which Stanford applies after July I, 2001
that is necessary or desirable to implement the rights vested in
Stanford by this Agreement,including discretionary and
ministerial approvals
(ee) Subsequent Rules.
"Subsequent Rules" means all laws, regulations and
official City policies in effect at the time a City action is to
be taken, as they would apply to the Hanover Site and Hanover
Project and Designated Sites and Designated Projects had this
Development Agreement not been adopted.
(ff) Subsequent Applicable Rules.
"Subsequent Applicable Rules" means the rules,
regulations and official policies of the City that are adopted
and become effective after the Effective Date that do not
conflict with the 2001 Rules, or that are expressly made
applicable to the subject matter of this Agreement by Sections 7
or 8, below.
19
010904 syn 0090963a
(gg) Term.
"Term" shall mean the
Agreement as set forth in Section 18
(hh) Transfer Area.
term of this Development
"Transfer Area" means all of the land so marked on
Exhibit B and includes the Hanover Site and the South Research
Park.
(ii) Vested Riqht.
"Vested Right" means a property right conferred by
this Agreement that may not be taken by City.
2. Interest of Stanford.
As of the Effective Date, Stanford represents that it
has a legal or equitable interest in the Transfer Area and
Research Park, which comprise the property that is subject to
this Agreement.
3. Binding Effect.
The burdens of this Agreement shall be binding upon,
and the benefits of this Agreement shall inure to the Parties’
successors in interest to any portion of the Transfer Area.
Provided, Stanford’s benefits under this Agreement shall inure
only to those to whom Stanford has expressly assigned them and
only to the extent of the assignment.
4. Negation of Agency.
The Parties acknowledge that, in entering into and
performing this Agreement, each Party is acting as an
independent entity and not as an agent of the other in any
respect. Nothing contained herein or in any document executed
in connection herewith shall be construed as making City and
Stanford joint venturers or partners.
2O
0.10904 syn 0090963a
5.Stanford’s Promises.
(a) Mayfield Lease.
Stanford shall enter into the Mayfield Lease with the
City. The effectiveness of the lease shall be conditioned upon
(i) approval and execution of this Agreement; (ii) the
expiration of the referendum period of the ordinance approving
this Agreement without the filing of a~referendum; and (iii) the
expiration of one hundred days after the City’s adoption of the
ordinance approving this Agreement without the filing of a
judicial proceeding affecting this Agreement.
(b) College Terrace Traffic Calming.
Stanford shall pay to the City One Hundred and Fifty
Thousand Dollars ($150,000) to assist with traffic calming in
College Terrace prior to issuance of a building permit for the
Hanover Project. The sum is in addition to sums that would
otherwise be due to the City as impact fees for the Hanover
Site. If the Hanover Project is not built, the traffic calming
payment will not be due.
(c)Compliance With Agreement; No Obligation to
Develop.
Stanford shall comply with the terms and conditions of
this Agreement when developing all or any portion of the Hanover
Site, the Mayfield Square Footage, and the Hillview Housing.
Nothing contained in this Agreement shall .require Stanford to
construct all or any part of the Hanover Project or the Mayfield
Square Footage or the Hil!view Housing.
6.City’s Promises.
(a)Mayfield and Associated Square Footage.
i. Mayfield Square Footage.
City hereby grants to Stanford the vested right
to develop, construct and use not less than i00,000 square
feet, and not more than 130,000 square feet, of gross floor
area (as defined in the 2001 Rules at Section 18.04.030(65)
of the Palo Alto Municipa! Code), on the Hanover Site and
21
010904 syn 0090963a
Designated Sites in the Transfer Area, together with
additional associated space exempt from the definition of
gross floor area (pursuant to Section 18.04.030(65) (B) (i],
(ii) ahd (iv) of the Municipal Code as set forth in the
2001 Rules) (the "Mayfield Square Footage") during the
Term. The amount of Mayfield Square Footage vested in and
available to Stanford upon execution of this Agreement
shal! be !00,000 square feet. This amount shall be
increased, up to a maximum of 130,000 square feet of gross
floor area, by one square foot for every square foot of
gross floor area over i00,000 that is included in the
notice of the amount of space City intends to construct on
the Mayfield-Site given by City pursuant to Section 5.2 of
Mayfield Lease. Stanford may use the Mayfield Square
Footage to construct new buildings, to enlarge existing
buildings, or, in combination with existing square~ footage,
to construct enlarged replacement buildings. Stanford
shall advise the City, in writing, when applying for
approval of a project adding gross floor area in the South
Research Park Area, whether the new floor area is to be
considered Mayfield Square Footage.
ii. Associated Square Footage.
If Stanford uses at least 20,000 square feet of
Mayfield Square Footage on the Hanover Site, Stanford is
hereby granted the right to designate all gross floor area
on the Hanover Site other than Mayfield Square Footage as
Associated Square Footage. In addition, Stanford is hereby
granted the right to designate as Associated Square Footage
four feet of existing or redeveloped gross floor area on
Designated Sites in the South Research Park Area for each
foot of Mayfield Square Footage remaining after the
designation of Mayfield Square Footage of the Hanover
Project. The maximum Associated Square Footage is 520,000
square feet.
iii. Uses.
The permitted uses of the Mayfield Square Footage
and Associated Square Footage during the Term shall be
those described in the 2001 Rules, including each and every
22
010904 syn 0090963a
permitted use specified therein in Chapter 18.60
Limited Industrial/Research Park District Regulations."
"LM
iv. Development Standards.
The development standards for Mayfield Square
Footage and Associated Square Footage, including but not
limited to floor area ratio, setbacks, height limits,
parking and loading standards, minimum site dimensions, and
site coverage during the Term shall be those described in
the 2001 Rules.
(b)Hanover Site and Project.
i. Hanover Approvals.
City has completed its discretionary review and
approved the redevelopment of the Hanover Site pursuant to
ARB #01-xxx, a copy of which is on file in the Department
of Planning and Community Environment of the City,(the
"Hanover Approvals.")
ii. Vested Right to Build.
Stanford has the. vested right to construct the
Hanover Project in accordance with the Hanover Approvals,
and the 2001 Rules at any time during the Term. City shall
permit construction of the Hanover Project subject only to
Stanford obtaining required building permits and complying
with the conditions of approval and other terms of the
Hanover Approvals. City shall permit occupancy and use of
the Project upon compliance with said permits and issuance
of a certificate of occupancy as required by section
16.04.120 of the Municipal Code.
iii. Vested Right to Use.
At all times during the Term, Stanford has the
vested right to use the Hanover Project for~ any of the uses
permitted in the LM District in the 2001 Rules.
23
010904 syn 0090963a
iv. Modification of Hanover Approvals.
Stanford may apply for a Subsequent Approva~
modifyihg or replacing the Hanover Approvals. City shall
review and act upon the application for a Subsequent
Approval under the 2001 Rules if Stanford uses a minimum of
20,000 square feet of Mayfield Square Footage on the Site.
v. Mayfield Square Footage.
The Hanover Approvals have designated as Mayfield
Square Footage all gross floor area above that in Existing
Improvements.. If the Hanover Project is ~abandoned or its
gross floor area is reduced, Stanford may designate all or
any portion of the unused Mayfield Square Footage and the
related Associated Square Footage in the South Research
Park. However, if Stanford elects to designate any
Mayfield Square Footage on the Site, it must designate a
minimum of 16,000 square feet.
vi. Utility Connections.
Unless prohibited by a moratorium lawfully
adopted by another governmental agency, or by action taken
by City in accordance with Sections 7, or by state or
federal law, City shall allow Stanford to connect the
Hanover Project to the City sanitary sewers, storm drains,
water service, gas service and electrical service in
accordance with its generally applicable rules in effect at
the time of application for service and shall issue all
permits and authorization necessary for such connection and
service. A moratorium shall not prevent the issuance of
discretionary or ministerial approvals necessary ordesirable for the Hanover Project.
vii. Waste Treatment Capacity.
Subject to any limitation imposed by state orfederal law, in the event of a moratorium preventing or
limiting sanitary sewer connections, Stanford shall have
priority for sanitary sewer treatment capacity for the
Hanover Project over other unbuilt commercial development.
Stanford will not have priority over development on the
Mayfield Site, or over any residential, utility,
24
010904 syn 0090963a
governmental, (including schools), or community service
uses such uses such as private hospitals and day care
facilities. Stanford will have priority over other new
commercial space, including but not limited to retail,
office, and industria! space. Stanford must begin
construction on the space for which it will make use of its
priority rights within twelve months after connection
capacity becomes available and diligently pursue
construction until completion to retain its priority. This
preference applies to "domestic waste" and not "industrial
waste." The foregoing notwithstanding, if the Mayfield
Site has not been connected to the sanitary sewer system,
the prioriti-es and rules applicable to Stanford for the
Hanover Site in the event of such a moratorium shall be no
less favorable than those applicable to the Mayfield Site.
viii.Storm Drain Capacity.
Subject to any limitation imposed by state or
federal law, in the event of a moratorium preventing or
limiting discharge or increased runoff to storm drains,
Stanford shall be entitled to priority for use of storm
drains for the Hanover Project over other unbuilt
commercia! development. Stanford shall not have priority
over development on the Mayfield Site, or over any
development of residential, utility, governmental,
(including schools), or community service uses such uses
such as private hospitals and day care facilities.
Stanford will have priority over other new commercial
development, including but not limited to retail, office,
and industrial space. Stanford must begin construction on
the space for which it will make use of its priority rights
within twelve months after connection capacity becomes
available and diligently pursue construction until
completion to retain its priority. The foregoing
notwithstanding,if the Mayfield Site has not been
connected to the storm drain system, the priorities and
rules applicable to Stanford for the Hanover Site in the
event of such a moratorium shall be no less favorable than
those applicable to the Mayfield Site.
25
010904 syn 0090963 a
ix. Limit on Dedications.
Except as provided in the Hanover Approvals, City
shall Not require any dedication of any interest in land,
whether on-site or off-site as a condition of development,
construction or occupancy of the Hanover Project.
x. .~mprovement Requirements.
Except as provided in the Hanover Approvals, City
shall not require Stanford to construct any public
improvements as a condition of development, construction or
occupancy of the Hanover Project.
(c)South Research Park Designated Sites.
i. .~esignated Sites.
At any time during the Term, Stanford may give
written notice to City that a Site in the South Research
Park Area is to be a Designated Site. No more than ten
Sites may be named as Designated Sites. Stanford may
rescind this designation prior to applying for approval of
a Designated Project on the Site. After an application has
been filed, the designation may be rescinded with the
consent of the City Council. Designation of a Designated
Site is irrevocable once construction commences on a
Designated Project on the Site.
ii. Designated Projects.
At any time during the Term, Stanford may define
an existing or proposed building or buildings on a
Designated Site as a Designated Project. The tota! square
gross floor area that Stanford may define as a Designated
Project is the total of Mayfield Square Footage and
Associated Square Footage. Stanford may rescind this
designation prior to applying for approval of a Designated
Project on the Site. After an application has been foiled,
the designation may be rescinded with the consent of the
City Council. Designation of a Designated Site is
irrevocable once construction commences on a Designated
Project on the Site. Stanford shall have the vested right
to develop, construct and use each Designated Project under
26
010904 syn 0090963a
the 2001 Rules. City shall permit construction of each
Designated Project subject only to Stanford obtaining ARB
approval and required building permits and complying with
the conditions of the ARB approval and paying all required
fees. City shall permit occupancy and use of each Project
upon compliance with said permits and issuance of a
certificate of occupancy as required by section 16.04.120
of the Municipal Code as set forth in the Current Rules.
iii. FAR Shift up to 25% Over Base.
Stanford may exceed the FAR al!owed by the 2001
Rules on one. or more Designated Sites through the use of
Mayfield Square Footage, by an amount not to exceed twenty-
five percent (25%) of the amount otherwise allowed by the
2001 Rules. FAR may be increased on a Site on<y if the
total FAR for all of the Transfer Area (excluding the
Hillview Housing) does not thereby exceed the total allowed
by the 2001 Rules. Furthermore, FAR may be increased on a
Site only if the new construction proposed as part of the
Designated Project complies with the other 2001 Rules.
Site coverage up to twenty percent of each Designated Site
shall be permitted. Prior to commencement of construction
on a Designated Site that exceeds the FAR allowed by the
2001 Rules, Stanford shall record a .notice, in a form
satisfactory to the City Attorney, sufficient to give
constructive notice that the increased FAR on said Site has
resulted in a reduction in the total FAR available for
development of the remaining, undeveloped South Research
Park Area; if the Recorder will not record such a notice,
Stanford shal! file it with the City Clerk. The right to
increase FAR on one or more Designated Sites modifies and
supersedes the current rules attached as Exhibit C and is a
right vested by this Agreement.
iv. Trackinq of FAR.
Stanford shall advise the City with each
application for ARB Approval of development within the
Transfer Area of its estimate of the remaining unused FAR
in the Transfer Area. If the FAR of the development
proposed for ARB Approva! does not exceed the estimated
remaining unused FAR, the City shall process the
27
010904 syn 0090963a
application. If it does exceed the remaining unused FAR,
the City shal! permit Stanford to amend the application to
reduce the development to a size that does not exceed the
unused~ FAR and, if Stanford does not do so, the City may
reject the application. City shall not approve an y
construction that increases the gross floor area in the
Transfer Area unless the application for its approval is
signed by the owner of the property on which the
construction is proposed.City shall not approve any
construction that increases the gross floor area on any
Site in the Transfer Area above that authorized by the2001
Rules, unless the application for fts approval is signed by
Stanford.
Priority for Utilities, Waste Treatment, and
Store Drain Capacity.
Designated Projects shall be entitled to the same
priority for utility connections, waste treatment and storm
drain capacity as the Hanover Project described in
Subsections 6(b)"vi" through "viii"
vi. Dedication of Property for Public Purposes.
No dedication of any interest in land, whether
on-site or off-site, for park, recreation, or open space,
shall be required as a condition of a Designated Project.
Provided, nothing in this Subsection 6.c."vi" limits,
enlarges, or restricts those dedications or impositions
that may be required by state or federal law and nothing in
this Agreement shall be deemed to allow dedications that
are contrary to, or prohibited by state or federal law or
constitutions. Dedications shall be applied on a
nondiscriminatory basis, shall not unreasonably interfere
with or burden development of the Designated Sites and
shall be related to the context of the development of the
Designated Site.
vii. Improvement Requirements.
Improvement requirements for a Designated Project
shall be applied on a non-discriminatory basis, shall not
unreasonably interfere with or burden Development on the
28
010904 syn 0090963a
Designated Site, and shall be related to the context of
development of the Designated Site.
viii.Limitation on Design Review.
Stanford has the vested right to develop,
construct and use all of its Mayfield Square Footage under
the 2001 Rules. Section 16.48.120 (c) of the Palo Alto
Municipal Code, and other sections authorize the City to
impose requirements on development that are stricter than
those set forth in a zoning district ("architectural review
discretion.") In order to carry out this Agreement, the
City shall exercise its architectural review discretion in
reviewing Designated Projects in a manner that does not
reduce the square footage otherwise allowable on a Site
after taking into consideration the 2001 Rules, and
Subsequent Approvals, including requirements for setbacks
from roads, creeks, and residential areas; the City’s
engineering review of ingress and egress to a site and of
parking, pedestrian, bicycle, and motor vehicle circulation
on it; the preservation of trees as required by the 2001
Rules; and the location of utilities. City shall require a
reduction in the size of the project because of these
matters only in accordance with a Law the application of
which requires the reduction and then only if there is no
other feasible way to achieve City’s objectives in which
case the reduction shall be the minimum necessary to do so.
The City may require that all or some of the parking on a
Site be placed underground in order to accommodate the
permitted FAR, including the 25% bonus,but only to
implement the creek protection policies and programs
described in Section 8(c) below; provided City may not
require more than one level of undergroundparking within
the building footprint proposed. The City shall not
require materials, finishes, or building methods which are
substantially more expensive than those general used in the
Research Park in the ten year period ending on the
Effective Date.
29
010904 syn 0090963a
(d)Hillview Site Alternative.
i. Single Site Chosen.
Instead of selecting multiple Designated Sites,
pursuant to paragraph 6. (c)"i", (which may include the
Hillview Site,) Stanford may choose the Hillview Site as
the only Designated Site. If Stanford so chooses, all of
the Mayfield Square Footage not placed on the Hanover Site
must be placed on the Hillview Site, if anywhere. For
purposes of this subsection (d), "all of the Mayfield
Square Footage" shall mean the Mayfield Square Footage to
which Stanford is entitled as of the Effective Date less
the amount, if any, designated by Stanford for the Hanover
Site, plus any additional Mayfield Square Footage to which
Stanford became entitled after the Effective Date, but
before the date of Stanford’s choice, because of City’s
election to construct additional square footage on the
Mayfield site. Additional Mayfield Square Footage to which
Stanford subsequently becomes entitled because of City’s
election, after the date of Stanford’s choice, to construct
additional square footage on the Mayfield Site need not be
placed on the Hillview Site.
ii.Choice to Vest Entire Hillview Site Through
Provision of Housing.
City wishes to encourage Stanford to provide
housing in the Research Park. Accordingly, Stanford may
choose to provide 240 units of housing on the Hillview
Site, or other Site in the Research Park acceptable to
City, (the "Hillview Housing). If Stanford so chooses, all
Existing Development on the Hillview Site shall be deemed
Associated Square Footage and Stanford shall have the
vested rights to maintain, rebuild, and use it as described
in Sub-section 6 (a). Said rights shall vest at the
earlier of the following: (a) when all 240 units are
available for occupancy or (b) when Stanford provides
assurances satisfactory to the City Manager that all 240
units will be constructed and available for occupancy at
time or times certain that may include a schedule that
permits phased construction of the housing, any rebuilding
of the Existing Development, and the Mayfield Square
3O
010904 syn 0090963a
Footage. The approval of the City Manager shall not be
unreasonably withheld.
iii. Vested Right to Build Hillview Housing.
Regardless of Stanford’s decision pursuant to
subsection (d)"i." above, City grants to Stanford the
vested right to build the Hillview Housing under the 2001
Rules at any time during the Term provided that Stanford
(a) completes a Phase 1 environmental analysis of the area
to be used for housing, and, if recommended by the Phase 1
analysis, a risk assessment for review and approva! by the
City and takes any necessary measures to reduce any risk
identified as unacceptable by the risk assessment to an
acceptable level as required by the City on the basis of
that analysis and review; (b) Stanford obtains a site
specific traffic and circulation analysis for review by the
City and its Traffic Engineer and implements any traffic
and circulation mitigation measures required by the City on
the basis of that analysis and review; and (c) complies
with the applicable provisions of the Subdivision Map Act.
iv. Residential Development Standards.
If Stanford elects to build the Hillview Housing,
the Floor Area Ratio allowed on the entire Hillview Site
shall be 0.5 to 1.0. Stanford may build the Hil!view
Housing at any density between R-I and RM-30 as those are
defined in the 2001 Rules, or, if Stanford elects to do so,
under any Subsequent Rules. In any application for
approval of Hillview Housing, Stanford shall designate one
or more portions of the Hillview Site ("Hi!iview Housing
Areas") to be used exclusively for housing. Each Hi!iview
Housing Area shall consist of at least 5 acres. The site
development regulations for the LM District (section
18.60.050 of the Municipal Code as set out in the Current
Rules) shall not apply to Hillview Housing Areas. Instead,
Stanford shall choose to develop under the site development
regulations of one of the following zoning districts as set
out in the Current Rules: R-l, R-2, RMD, RM-15, or RM-30.
The development standards for each Hi!iview Residential
District, including but not limited to site area, site
dimensions, setbacks, height limits, parking and loading
31
010904 syn 0090963a
standards, minimum site dimensions, and site coverage shall
be those described in the 2001 Rules for the chosen zoning
district. The minimum size of a unit of Hillview Housing
shall be 700 square feet.
Hillview Site Perimeter;
Coverage.
Increase in Site
As shown on the attached Exhibit E,landscaped
areas on the perimeter of the Hillview Site along
Arastradero Road, Hillview Avenue, and FoothillExpressway
either now have a Landscaping Combining District (L) or
will have one applied through a City-initiated zone change.
The purpose of the Landscaping Combining District is to
provide a landscaped visual buffer of any development on
the Hillview Site. In any areas in the L District with
underlying zoning of R-I,R-2 or RMD, no fences, walls or
other structures shall be permitted. A landscape plan
shall be submitted by Stanford for all "L" District areas
with any subdivision or other discretionary Subsequent
Approvals, for ARB Review. Any subsequent modification to
an approved landscape plan shall require ARB Approval. No
additional setbacks shall be required from the interior of
the Landscape Combining District areas. Permitted site
coverage for non-residential development shall be twenty
percent (20%). Residential Districts shal! be established,
or the Hillside Site redeveloped, so that adjacent non-
residential development meets the applicable special
requirements of section 18.60.070 (b) and section
18.63.040, and Chapter 18.64 of the Municipal Code as set
forth in the Current Rules.
vi.Limited Design Review, Dedications, and
Improvements.
Stanford shall have the same rights regarding
design review, dedications and improvements as it has for
Designated Projects under Subsection 6 (c) above.
vii. Below Market Rate Units.
Fifteen percent (15%) of the residential units on
the Hillview Site shall be available for households with
incomes between 80 and i00 percent of the median income for
32
010904 syn 0090963a
Santa Clara County under the Palo Alto Below Market Rate
Program described in the 2001 Rules.
viii.Right to Apply to Build Additioni]
Housing.
Stanford has the right to make application to
build additional housing units on the Hillview Site under
the 2001 Rules or the Subsequent Rules.
(e) No Reduction In Research Park FAR.
The City shall not reduce the maximum permitted Floor
Area Ratio for any portion of the Research Park from that set
forth in the 2001 Rules prigr to 2011. The City retains the
right to alter permitted uses of such floor area, except with
regard to the Hanover Site, Hillview Housing and Designated
Projects.
(f) Full Mitigation of GUP Community Service Impacts.
The Mayfield Lease shall constitute full satisfaction
of Condition of Approval P.8 of the General Use Permit. The
City further waives any right it may have to require other
mitigation of impacts of development in the County under the
General Use Permit on community services in Palo Alto, including
park and recreation, cultural arts, child care, and library
facilities and programs. "Community services" do not include
police, fire, or emergency medical services. Nothing herein
contained shall be prevent City from proposing that the County
require additional mitigation of impacts that may result from
development by Stanford in addition to that authorized or
contemplated by the General Use Permit, whether by amendment of
the General Use Permit or the grant of other entitlement after
the Effective Date. City shall not advocate enforcement of said
condition in any way that is inconsistent with this Section
6(f). The City does not waive such rights as it may have to
advocate that Stanford provide additional community services on
its own campus to address the needs of those who live and work
there, or to require provision of childcare and other facilities
in connection with other Stanford development within the City.
33
010904 s.vn 0090963a
(g)No Moratoria and/or Growth Limitation Ordinances;
No Phasing or Timing of Development.
Sianford may develop all or any portion of the Hanover
Project, the Designated Projects, and the Hillview Housing in
such order or such sequence as Stanford shall determine in its
discretion, except for Stanford’s phasing and timing obligations
with respect to Hillview Housing as provided in Section 6(d) i.
above. Neither the right to develop nor the timing of
development shall be affected or limited by a phasing schedule,
growth control ordinance, a moratorium, or a suspension of
development rights, whether adopted by the City Council or a
vote of the citizens through the initiative process except to
the extent imposed by supervening federal or state law, order,
rule or regulation or a Subsequent Applicable Rule that controls
pursuant to Sections 7 or 8.
(h) Subsequent Rules.
Subsequent Rules that conflict with the vested rights
granted under this Agreement are only applicable to Stanford’s
vested development rights under this Agreement under the
circumstances described in Section 7 below. Section 8 below
describes those Subsequent Rules that are not in conflict with
the 2001 Rules. This prohibition applies to changes made by
ordinance, initiative, referendum, resolution, policy, order or
moratorium, initiated or instituted for any reason whatsoever
and adopted by the Mayor, City Council, Planning Commission or
any other board, commission or department of City,or any
officer or employee thereof, or by the electorate
(i) Cooperation and Implementation.
The City shall cooperate with Stanford to implement
this Agreement. Such cooperation shall include, but without
limitation, diligent processing of applications for approval of
development on the Hanover Site, the Hillview Housing, and the
Designated Sites that comply with the 2001 Rules, the Subsequent
Approvals, and the Subsequent Applicable Rules.
34
01090~ s~ 0090963a
(j) Subsequent Discretionary Approvals.
City shall permit Stanford to construct, carry out,
complete, occupy and use the Vested Development. City shall not
deny or unreasonably delay any Discretionary Action or
Subsequent Approval that is necessary or desirable to the
exercise of the rights vested in Stanford by this Agreement,
including, but not limited to, construction, occupancy and use
of improvements and the vested development. City shall not
impose any condition, term, restriction or requirement, without
Stanford’s consent, that precludes or otherwise limits
Stanford’s ability to exercise its vested rights for the uses
and to the maximum density and intensity of use set forth in
this Agreement, or that otherwise conflicts with any provision
of this Agreement. Except as provided in Section 7 or 8 below,
City shall not apply any Subsequent Applicable Rule that creates
a requirement for any additional Subsequent Discretionary
Actions or Subsequent Approval, other than ministerial approval,
applicable to the Designated Projects or the Hanover Project or
Site.
(k) Entitlement to Develop.
By this Agreement City has granted to Stanford the
vested right to develop the Mayfield Square Footage, the Hanover
Project, and the Hillview Housing to the extent and in the
manner provided in this Agreement. City hereby finds that
development to be consistent with the Comprehensive Plan and the
Zoning Ordinance. City shall not apply to the Mayfield Square
Footage, the Hanover Project, or the Hil!view Housing any change
in the 2001 Rules (including, without limitation, any change in
any applicable Comprehensive, General or Specific Plan, zoning,
subdivision ordinance or regulation) adopted or effective after
the Effective Date, that would conflict in any way with the
vested rights of Stanford
7. Exceptions.
The 2001 Rules may be amended by City and applied to
the Hanover Site and Hanover Project or to Designated Sites and
Designated Projects without Stanford’s consent only (i) if City
determines that application of such amendment is necessary to
protect against conditions, that create a substantial and
35
010904 syn 0090963a
demonstrable risk to the physical health or safety of residents
or users of the Site to which the amendment applies or the
affected surrounding region; or (ii) if such amendment is
mandated orrequired by supervening federal or state statute or
regulation. Subsequent Rules that do not directly amend the
2001 Rules may also be adopted by City without Stanford’s
consent and applied to the Hanover Site and Hanover Project or
the Designated Sites and Designated Projects even if in conflict
with a 2001 Rule only under the same two circumstances.
8.Exclusions.
(a)Sewer Facilities.
This Agreement does not affect Stanford’s obligation,
if any, to pay for or construct needed improvements in the sewer
collection system prior to connection to the sanitary sewers,
nor its obligation to meet federal, state and local discharge
limits and requirements.
(b) Storm Drains and Runoff.
This Agreement does not affect Stanford’s obligation,
if any, to pay for or construct needed improvements in the storm
drain system. Neither does it affect Stanford’s obligations to
meet federal, state and local requirements with respect to
limiting both the amount and contaminant load of runoff from any
Site.
(c) Creek Protection, Restoration, and Enhancement.
This agreement does not limit City’s discretion to
implement Comprehensive Plan creek protection policies and
programs, including but not limited to Program N-7, even if this
reduces the FAR that could otherwise be constructed on a Site or
requires the use of one level of parking that is subterranean
and located under buildings. Provided, any Subsequent Rule that
requires a riparian open-space setback area in excess of one
hundred feet from the actual top of bank of a creek shall not be
a Subsequent Applicable Rule when applied beyond the one hundred
foot protection zone; and provided further that in applying said
policies City shall measure setbacks from the actual top of the
bank of the creek rather than from any theoretical or calculated
36
010904 syn 0090963a
top of bank. On the Creek Sites shown as such on Exhibit B, no
increase of FAR shall be permitted unless the full 100-foot
setback can be achieved.
(d)Right to Chanqe Uses in Balance of Transfer Area
and Research Park.
The Hanover Project, Hillview Housing, and Designated
Projects, are guaranteed the right to all uses permitted by the
2001 Rules during the Term. Use of the balance of the square
footage in the Research Park shall be subject to the Subsequent
Rules.
(e)Dedications,Exactions, Mitigations and
Reservations.
Except as provided in Section 6 herein, Stanford
shall, in conjunction with development on the Transfer Area, pay
the regulatory and development fees, make the dedications, and
construct the public improvements required to be paid, dedicated
and constructed under the Subsequent Rules.
(f)No Effect on Right to Tax, Assess, or Levy Fees
or Charqes.
This Agreement does not limit the power and right of
the City to impose taxes, levy assessments, or require the
payment of fees and charges by Stanford or any other entity in
the City.
(g)No Limit on Right of City to Adopt and Modify
Uniform Codes.
This Agreement does not limit the right of the City to
adopt Building, Plumbing, Electrical, Fire and similar uniform
codes, and to adopt local modifications of those codes, from
time to time. Those codes, as modified from time to time, are
Subsequent Applicable Rules.
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010904 syn 0090963a
(h)No Limit on Power of City to Adopt and Apply
Rules Governinq Provision and Use of Utility
Services.
This Agreement does not limit the power and right of
the City to adopt and amend from time to time rules and
procedures governing the provision and use of utility services
provided by the City. These rules, as modified from time to
time, are Subsequent Applicable Rules. If there is any conflict
between such Rules and the express terms of this Agreement, the
latter shall control.
(i)Retained Riqht to Discretionary Design Review of
Stanford Projects.
Except as provided in Section 6 above, Cit.y retains
its right to discretionary design review of projects in the
Transfer Area under the 2001 Rules and Subsequent Rules.
(j)California Environmental Quality Act Compliance.
The City retains its right to comply with the
provisions of the California Environmental Quality Act and the
associated Guidelines, and to comply with the provisions of its
own local CEQA procedures as they may be amended from time to
time that comply with the provisions of section 21082 of CEQA.
The City has performed an environmental review of this Agreement
and the project vested hereby. Any further environmental review
for a Subsequent Approval or other Discretionary Action shall be
in accordance with 15162 of the CEQA Guidelines.
(k)No General Limitation on Future Exercise of
Police Power.
The City retains its right to exercise its general
police power except when such exercise would conflict with the
vested rights granted under this Agreement.
Right to Propose Additional Development Within
Stanford Research Park.
Stanford may apply for approval of development in the
Research Park in addition to the rights vested by this
38
010904 syn 0090963a
Agreement, including replacement of existing gross floor area
and construction of additional gross floor area. City shall
process and decide any such application pursuant to the
Subsequent Rules. Nothing herein shall be construed to limit
the exercise of discretion by City in reviewing and approving
any such application.
I0.Periodic Review of Compliance; Special Review.
The Director of Planning and Community Environment
shall review the development agreement at least every twelve
months, at which time Stanford shall demonstrate good faith
compliance with the terms of the Agreement. In addition the
City Counci! may order a special review of compliance with this
Agreement at any time. The matter may proceed directly to
hearing before the Planning Commission and City Council under
the procedures in Section 8 of Ordinance 6597. Such review shall
not postpone or delay processing, hearing or determination of
any application by Stanford, and this Agreement shall continue
in full force and effect during such review.
(a) Annual Report.
Stanford shall, within thirty days after each
anniversary of the Effective Date, submit a brief written report
to the City on building activity in the Transfer Area that, for
the previous year, (i) lists the additional square footage
approved and/or built in the Transfer Area by Site; (ii) lists
any changes in Site boundaries and provides a map indicating the
changes, which need not be a surveyed map; (iii) lists the
Mayfield Square Footage built during the previous year and since
the Effective Date; (iv) lists applications for additional
square footage signed and authorized by Stanford, by Site, with
the quantity of new square footage for each; and (v) provides
Stanford’s estimate of unused FAR in the Transfer Area.
(b) Director’s Response and Recommendation.
Within sixty days after receiving Stanford’s report,
the Director shall make a preliminary determination, based upon
substantial evidence, whether the Agreement has been complied
with in good faith and whether the failure of the City to
terminate or modify the Agreement would place the resident of
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010904 syn 0090963a
the territory subject to the Agreement, or the residents of the
City, or both, in a condition dangerous to their health or
safety, or both. The Director also shal! specify any
disagreemen~ with the information provided in accordance with
Section I0 (b) above. The Director shall, within the same time
period, deliver to Stanford a copy of his or her proposed
determination, with a summary of the substantial evidence upon
which the determination is based. Failure of the Director to
act within sixty days after delivery of Stanford’s annual report
shall be deemed a finding by the City that Stanford has complied
in good faith with the Agreement. No such failure shall be
deemed a waiver of City’s right to conduct such a review at the
next anniversary of the Effective Date.
(c) Hearings.
If the Director determines that such non-compliance or
threat to health or safety exists, the Planning Commission and
City Council shall hold hearings on the matter as provided in
Section 8 of Resolution 6597.
(d) Default; Notice; Cure.
If the City Council makes a finding that Stanford has
not complied in good faith with the terms and conditions of this
Agreement, the City shall provide written notice to Stanford
describing:(i) such failure to comply with the terms and
conditions of this Agreement (referred to herein as a
"Default"),(ii) whether the Default can be cured, (iii) the
actions, if any, required by Stanford to cure such Default, and
(iv) the time period within which such Default must be cured.
If the Default can be cured, Stanford shall have at least 45
days after the date of such notice to cure such Default, or in
the event that such Default cannot be cured within such 45-day
period but can be cured within one (I) year, Stanford shall have
commenced the actions necessary to cure such Default and shall
be diligently proceeding to complete such actions necessary to
cure such Default within 45 days from the date of notice. If
the default cannot be cured or cannot be cured within one (I)
year, as determined by City during the periodic or specia!
review, the City Counci! may modify or terminate this Agreement
as provided in Section ii.
4O
010904 syn 0090963a
(e) Failure to Cure Default.
If Stanford fails to cure a default within the time
period set forth in Section 10(d), the City Council may modify.
or terminate this Agreement as provided in Section Ii.
Ii.Proceeding Upon Modification or Termination.
(a)Notice to Stanford.
If,upon a finding under Section ll(d) and the
expiration of the cure period specified in Section !l(d) above,
City determines to proceed with modification Or termination of
this Agreement, City shall give written notice to Stanford of
its intention so to do. The notice shal! be given at least ten
calendardays before the scheduled hearing and shall contain:
(i)The time and place of the hearing;
(ii)Statement as to whether or not City proposes to
terminate or to modify the Agreement; and
(iii)Such other information as is reasonably
necessary to inform Stanford of the nature of
the~ proceeding,and the grounds for the
proposed action.
(b) Hearings on Modification or Termination.
At the time and place set forth the hearing on
modification or termination, Stanford shall be given an
opportunity to be heard and shall be required to demonstrate
good faith compliance with the terms and conditions of this
Agreement. The burden of proof on the issue shall be on
Stanford. If the City Council finds, based upon substantial
evidence, that Stanford has not complied in good faith with the
terms or conditions of the Agreement, the City Council may
terminate this Agreement or modify this Agreement and impose
such conditions as are reasonably necessary to protect the
interests of City. The decision of the City Council shall be
final and subject to review only by arbitration as provided in
Section 15 below.
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010904 syn 0090963a
(c) Certificate of Compliance.
I~, at the conclusion of a periodic or special review,
Stanford is found or deemed to be in compliance with this
Agreement, City shal!, upon request by Stanford, issue a
Certificate of Compliance ("Certificate") to Stanford stating
that after the most recent periodic or special review and based
upon the information known or made known to the Planning
Director and City Council that: (I) this Agreement remains in
effect, and (2) Stanford is not in default. The Certificate
shall be in recordable form, shall contain information necessary
to communicate constructive record notice of the finding of
compliance, shallstate whether the Certificate is issued after
a periodic or special review and shall state the anticipated
date of commencement of the next periodic review. Stanford may
record the Certificate without cost or expense to City..
12. Default by City.
If Stanford determines that City has failed to comply
with any of the City’s obligations under this Agreement,
Stanford may provide written notice to the City describing (i)
such failure to comply with the terms and conditions of this
Agreement (referred to herein as a "City Default"), (ii) whether
the City Default can be cured, (iii) the actions, if any,
required of City to cure such City Default, and (iv) the time
period within which such City Default must be cured. If the
City Default can be cured, City shall have at a minimum of at
least 45 days after the date of such notice to cure such
Default, or in the event that such City Default cannot be cured
within such 45 days period but can be cured within one year,
City shall have commenced all actions necessary to cure such
City Default and shall be diligently proceeding to complete all
such actions necessary to cure such Default within 45 days from
the date of notice. If the City Default cannot be cured or
cannot be cured within one year, or if City fails to cure within
the applicable cure period as provided in this Section 13, all
as determined by Stanford based upon substantial evidence, City
shall be in breach of this Agreement. Either party may then
proceed to arbitration. Without limiting the generality of any
provision of this Agreement, the Term of this Agreement shall be
automatically extended by the aggregate amount of time during
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010904 s.vn 0090963a
which any and all City Defaults exist from the time of the date
of ar~ Default Notice until fully cured.
13".Modification, Amendment or Cancellation by Mutual
Agreement.
Subject to meeting the notice and hearing requirements
of Section 65867 of the Development Agreement Act, this
Agreement may be modified or amended from time to time by mutual
consent of the Signatory Parties in accordance with the
provisions of Section 65868 of the Deve!opment Agreement Act and
City’s Resolution No. 6597; provided, however, that any
amendment that does not relate to the term, permitted uses,
density or intensity of use, site deve!opment standards,
provisions for reservation and dedication of land, conditions,
terms, restrictions and requirements relating to subsequent
Discretionary Actions, or any conditions or covenants relating
to the use of the Property, if deemed appropriate by City, shall
not require notice of public hearing.
14.Remedies for Default.
(a)Binding Arbitration.
Any dispute between the parties concerning this
Agreement, including any claim that the provisions of the
Agreement have not been performed or any claim that this
Agreement should be modified or terminated for breach shall be
resolved by arbitration. The arbitration shall be final and
binding between the parties, and the order of the arbitrator may
be enforced in the manner provided for enforcement of a judgment
of a court of law pursuant to the applicable provisions of the
California Code of Civi! Procedure. The arbitration shall be
conduced in accordance with the procedures set forth below.
i. Claim.
Any party who has a claim (the "Demanding Party")
hereunder to be resolved through arbitration shall state
the claim (the "Claim") in writing. The Claim shall
include (i) the item or matter in dispute, (ii) the
Demanding Party’s position, and (iii) a specific statement
of the exact relief the Demanding Party requests. Claims
43
010904 s~ 0090963a
shall not be filed until parties have followed the
procedures for curing defaults set forth in Section I0, II,
and 12.
ii. Meet and Confer.
The parties shall meet and confer no later than
ten (I0) days after the date of the Claim in an attempt to
resolve the matter raised by the Claim. If they are unable
to reach a resolution within twenty-one (21) days after the
date of the Claim, then within ten (i0) days thereafter,
the Demanding Party shall (i) restate its Claim, (ii) amend
the Claim, o~ (iii) withdraw the Claim. Failure on the
part of the Demanding Party to withdraw or amend the Claim
in writing shall constitute a restatement thereof.
iii. Response.
If the Claim is not withdrawn within the ten (i0)
day period provided for in Subsection (ii) above, the other
party (the "Responding Party") shall, within fifteen (150
days after expiration of the ten (i0) days period provided
for in subsection (ii) above, prepare a response to the
Claim (the "Response") specifying specially (i)theResponding Party’s position on the Claim, and (ii)theexact relief the Responding Party requests.
iv. Arbitrator.
The matter or matters in dispute shall besubmitted to the arbitrator (to be selected in the manner
provided below) on the basis of the issues as framed by the
Claim (as the same may have been amended pursuant to
subsection (ii) above) and the Response. The arbitrator
shall be a person who is a member of the State Bar or a
retired California judge with at least five (5) years
experience in alternative dispute resolution and with
California land use, Environmental Quality Act ("CEQA"),
and real property law. If the parties are unable to agree
on the selection of an arbitrator within fourteen (14) days
after the date of the Response, then either party shall
have the right to apply for the appointment of a duly
qualified person to act as arbitrator to the Presiding
Judge of the Superior Court of the County of Santa Clara,
44
010904 syn 0090963a
State of California, and neither party shall have any right
to object to the qualifications of said Judge to make such
appointment. If the arbitrator resigns or refuses to
serve, then a new arbitrator shall be appointed as herein
provided.
v. Proceedings.
As soon as convenient, but no later than thirty
(30) days after appointment, the arbitrator shall meet with
the parties to hear evidence and argument on the Claim and
Response. The arbitrator shall not be bound by the Rules
of Evidence in the conduct of such proceeding although the
arbitrator shall take account of said rules in considering
the weight of the evidence. The parties desire that the
Arbitrator endeavor to conform to California law when
making a decision; however, the failure to do so Shall not
be grounds for any court to overturn, reverse or modify the
decision of the arbitrator which shall be final in the
absence of any of the factors set out in sections 1284 and
1286.2 of the Code of Civil Procedure, as those sections
now exist. In making a decision, the arbitrator may adopt
(i) the relief requested in the Claim, or (ii) the relief
requested in the Response, or (iii) fashion a different
result.
vi. Arbitrator’s Fees and Costs.
Each party shall advance one-half (1/2) of the
any deposit required by the arbitrator and shall pay all of
its own expenses and attorneys’ fees in connection with the
arbitration. The arbitrator shal! to the prevailing party
all reasonable expenses of arbitration, including costs and
attorneys’, experts’ and consultants’ fees.
vii. Proceeding to Enforce.
The arbitrator appointed as provided herein shall
have the power and is expressly authorized to make orders
compelling compliance with the award, which orders may be
confirmed and enforced as provided in Title 9, Chapter 4,
Article I,section 1285 et seq. of the Code of Civil
Procedure.If any party fails to comply with an
arbitration award, the. other party may seek to compel
45
010904 syn 0090963a
compliance either by petitioning the arbitrator or pursuant
to said Article i, or both. The prevailing party in any
such proceeding to compel compliance with or enforce the
award Shall be entitled, in addition to any other relief,
to recover its reasonable attorneys’, experts’, and
consultants’ fees and costs from the losing party as
determined by the court in which said action or proceeding
is pending. The arbitrator or court also shall award to
the prevailing party money damages for all losses accruing
as a result of, or proximately caused y the other party’s
failure to comply with the arbitrator’s award, or any
subsequent order or judgment or other process issued to
compel compliance.
(b) Limitation of City’s Liability for Damages.
The City shall have no liability in damages to
Stanford during the term of this Agreement or thereafter with
respect to any acts that are alleged to have commenced or
occurred during the term of this Agreement and that arise (or
allegedly arise) by reason of the terms hereof, except as
provided in section 15. (a)"vii" above with respect to a party’s
willful failure to comply with an arbitration award and except
in cases in which the arbitrator determines that the City acted
arbitrarily and capriciously or without any substantial evidence
to support its action. This provision limits the relief that
may be sought or awarded under the binding arbitration
provisions of this section as well as any legal proceeding.
(c) Release of City.
Except as provided above in subsections 15(a) vii and
viii, Stanford, for itself, its successor and assignees,
releases City, its officers, agents and employees from any and
all claims, demands, actions or suits for monetary damages
known or unknown, present or future, including but not limited
to, any claim or liability, based or asserted, on Article I,
Section 19 of the California Constitution, the Fifth and
Fourteenth amendments of the United States Constitution, or any
other law or ordinance that seeks to impose any other liability
or damage, whatsoever, upon the City because it entered into
this Agreement, because of the terms of this Agreement, or
because of the manner of implementation. Notwithstanding the
46
010904 syn 0090963a
foregoing, nothing in this Agreement shall preclude Stanford
from asserting in arbitration, as provided herein, any claim,
demand or action so long as Stanford does not seek money damaggs
from City ohher than as provided above in subsections vii and
viii.
(d) Indemnity Against Claims of Stanford Tenants.
Stanford shall hold City, its officers, agents,
employees and representatives, harmless, and shall defend and
indemnify City, its officers, agents, employees and
representatives from liability for damages or claims for damages
that are suffered or asserted by Stanford’s tenants and that
arise from City’s refusa! to permit development of a Site in the
Research Park at the FAR provided in the 2001 Rules because of
the reservation of square footage in the Research Park for use
by Stanford under this Agreement.
(e) Venue and Reference.
All legal and equitable actions and proceedings in
connection with this Agreement which for any reason are not
arbitrated pursuant to Section 14(a) shall be heard by a general
reference from the Santa Clara County Superior Court pursuant to
Code of Civil Procedure section 638, et seq. Stanford and City
shall agree upon a single referee who shall then try all issues,
whether of fact or law, and report a finding and judgment
thereon and issue all legal and equitable relief appropriate
under the circumstances of the controversy before the referee.
If Stanford and City are unable to agree on a referee within ten
(i0) days of a written request to do so by either party hereto,
either party may seek to have one appointed pursuant to Code of
Civil Procedure section 640. The cost of such proceeding shall
initially be borne equally by the parties, subject to final
allocation pursuant to section. Any referee selected pursuant
to this Section 14 (a) "vi" shall be an attorney or retired
judge and the Parties shall stipulate that the referee is a
temporary judge appointed pursuant to Article 6, Section 21 of
the California Constitution.
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010904 syn 0090963a
15. Superseding State or Federal Law.
If any state or federal law or regulation enacted or
adopted after the date of this Agreement shall prevent or
preclude compliance with any of the provisions hereof, such
provisions shall be modified or suspended only to the extent and
for the time necessary to achieve compliance with said law or
regulation and the remaining provisions of this Agreement shall
continue in full force and effect.Upon repeal of said law or
regulation or occurrence of other circumstances removing the
effect thereof upon this Agreement,the provisions hereof shall
be restored to their full original effect.
16. Notices.
All notices required or provided for under this
Agreement shall be in writing and shall be delivered personally
or by overnight courier service or sent by certified or
registered mail, return receipt requested. Any notice given by:
(i) personal delivery, (ii) recognized overnight national
courier service, or (iii) registered or certified mail, return
receipt requested, shall be deemed to have been duly given and
received upon receipt.Notices to the parties shall be
addressed as follows:
City:
With a copy to:
City Manager
City of Palo Alto
250 Hamilton Avenue
Palo Alto, California 94301
City Attorney
City of Palo Alto, 8th Floor
250 Hamilton Avenue
Palo Alto, California 94301
Stanford:Stanford Management Company
2770 Sand Hill Road
Menlo park, California 94025
48
010904 syn 0090963a
With a copy to:Office of the General Counsel
Stan:i =d University
P. O. Box 20386
Building 170, Main Quadrangle
Stanford, California 94305
Any notice so delivered shall be effective upon the date of
personal delivery or, in the case of mailing, on the date of
delivery as shown on the U.S. postal service return receipt.
Any party may change its address for notice by giving ten (i0)
days’ notice of such change in the manner provided for in this
paragraph.
17.Term of Aqreement.
(a)Basic Term.
The term of this Agreement shall commence as of the
Effective Date, and shall continue for twenty-five (25) years
from the Effective Date or until earlier terminated by mutual
consent of the parties or as otherwise provided by this
Agreement. Upon the termination of this Agreement, no party
shall have any further right or obligation hereunder except with
respect to any obligation to have been performed prior to such
termination or with respect to any default in the performance of
the provisions of this Agreement that has occurred prior to such
termination or with respect to any obligations that arespecifically set forth as surviving this Agreement.
(b) Extension for Breach.
The term of this Agreement shall be extended by a
period equal to the number of days in which the City is in
Default, (which Default may involve one or more breaches of this
Agreement) as described in Section 13.
(c) Extension for Moratorium.
The term of this Agreement shall be extended by a
period equal to the number of days a moratorium is in effect
preventing Stanford from constructing or from connecting the
Hanover Project, the Hillview Housing, or Designated Projects to
49
010904 syn 0090963a
City’s sanitary sewers, storm drains, or its electrical, water,
or gas service.
(d) Limitation.
Notwithstanding the above, no extension or tolling of
this Agreement shall extend City’s covenant in Section 6 above
not to decrease the Floor Area Ratio in the Research Park.
18.Assi@nment; Right to Assign.
(a)Right of Assignment.
Stanford shall have the right to sell, lease, transfer
or assign ("transfer") the Transfer Area, in whole or in part
(provided that no such transfer shall violate the Subdivision
Map Act, Government Code section 66410, et seq.), to any person
or entity at any time during the Term. Subject to the
provisions of Section 20 below, this Agreement shall be binding
upon such purchaser, lessee, transferee or assignee, who shall
take title subject to all of the terms and conditions herein
contained.
(b) Release of Stanford.
Stanford shall have no further obligations hereunder
with respect to those Sites in the Transfer Area that it has
transferred and in which it retains no interest.
Notwithstanding any sale, transfer or assignment, Stanford shall
continue to be obligated under this Agreement with respect to
those Sites of the Transfer Area that Stanford retains to the
full extent of any retained interest therein.
19. Mortgagee Protection.
This Agreement shall not prevent or limit Stanford in
any manner, at Stanford’s sole discretion, from encumbering the
Transfer Area or any portion thereof or any improvement thereon
by any mortgage, deed of trust or other security device securing
financing with respect to the Transfer Area. City acknowledges
that the lenders providing such financing may require certain
agreement interpretations and upon request, from time to time,
City shall meet with Stanford and representatives of such
5O
010904 syn 0090963a
lenders to consider any such request for interpretation. City
shall not unreasonably withhold its consent to any such
requested .interpretation provided such interpretation is
consistent with the intent and purposes of this Agreement. Ahy
mortgagee of the property shall be entitled to the following
rights and privileges:
(a) No impairment.
Neither entering into this Agreement nor a breach of
this Agreement shall defeat, render invalid, diminish or impair
the lien of any mortgage or deed of trust on the Transfer Area
made in good faith and for value.
(b) Notice of default by Stanford.
The mortgagee of any mortgage or deed of trust
encumbering the Transfer Area, or .any part thereof, which
mortgagee, has submitted a request in writingto City in the
manner specified herein for giving notices, shall be entitled to
receive written notification from City of any default by
Stanford in the performance of Stanford’s obligations under this
Agreement.
(c) Notice.
If City timely receives a request from a mortgagee
requesting a copy of any notice of default given to Stanford
under the terms of this Agreement, City shall provide a copy of
each such notice to the mortgagee within twenty (20) days of
sending the notice of default to the Stanford. The mortgagee
shall have the right, but not the obligation, to cure the
default during the remaining cure period allowed such party
under this Agreement.
(d)Mortgagee in Possession.
Any mortgagee that comes into possession of the
Transfer Area,or any part thereof, pursuant to foreclosure of
the mortgage or deed of trust, or deed in lieu of such
foreclosure,shall take the Transfer Area, or part thereof,
subject to the terms of this Agreement; provided, however, that
in no event shall such mortgagee be liable for any defaults or
51
O10904 syn 0090963a
monetary obligations of Stanford arising prior to acquisition of
title to the Transfer Area by such mortgagee; and provided
further, that in no event shall any such mortgagee or its
successors or assigns be entitled to a building permit or
occupancy certificate until all fees due under this Agreement
(relating to the portion of the .Transfer Area acquired by such
mortgagee) have been paid to City and until any other default
has been cured.
20.Miscellaneous.
(a)Effect of Recitals.
The recitals are intended in part to paraphrase and
summarize this Agreement, however, the terms, covenants and
conditions of this Agreement are expressed with particularity in
Section 1 et seq. (the "Terms") and, in the event of any
disagreement or conflict between the recitals and the Terms, the
latter shal! control and govern. To the extent the Recitals
provide factual context for the Agreement, they may be
considered when interpreting the Terms. To the extent the
Recitals paraphrase or summarize the Agreement, or other
documents, or the Terms they shall be ignored, and shall have no
legal effect whatsoever.
(b) Construction.
As used in this Agreement, and as the context may
require, the singular includes the plural and vice versa, and
the masculine gender includes the feminine and neuter and vice
versa. This Agreement shall be construed as a whole according to
its fair language and common meaning to achieve the objectives
and purposes of the parties. This Agreement has been reviewed
and revised by legal counsel for each party, and no presumption
or rule that ambiguities shall be construed against the drafting
party shal! apply to the interpretation or enforcement of this
Agreement. Each party has consulted with counsel and determined
that this Agreement accurately and completely reflects the
agreement of the parties. The captions of the sections and
subsections of this Agreement are solely for the convenience of
reference and shall be disregarded in the construction and
interpretation of this Agreement.
52
010904 syn 0090963a
(c) Severability.
If any term, provision, covenant or condition of this
Agreement shall be determined invalid, void, or unenforceablE,
the remainder of this Agreement shall not be affected to the
extent the remaining provisions are not rendered impractical to
perform taking into consideration the purposes of this
Agreement.
(d)Representation and Warranty of Title and
Authority.
Stanford warrants and represents that it is the owner
of the Mayfield Site and that it is fully authorized to enter
into a valid and binding lease of that Site as provided herein.
(e) Time.
Time is of the essence of this Agreement and of each
and every term and condition hereof.
(f) Waiver.
No waiver of any provision of this Agreement shall be
effective unless in writing and signed by a duly authorized
representative of the party against whom enforcement of a waiver
is sought. No waiver of any right or remedy in respect of any
occurrence or event shall be deemed a waiver of any right or
remedy in respect of any other occurrence or event.
(g Governing State Law.
This agreement shall be construed in accordance with
the laws of the state of California.
(h) Certificate of Compliance.
At any time during the term of this Agreement, at the
request of any lender or one of the Parties, may request any
party to this Agreement to confirm that to the best of such
party’s knowledge, no defaults exist under this Agreement or if
defaults do exist, to describe the nature of such defaults.
Each party shall provide a certificate to such lender or other
53
010904 syn 0090963a
party within forty-five (45) business days of the request
therefor. The failure of any party to provide the requested
certificate within such forty-five (45) business day periQd
shal! constitute a confirmation that to the best of such party’s
knowledge, no defaults exist under this Agreement. Request for
such certificates shall be made in writing and as required by
section 17 (notices) above.)
(i) Entire Agreement.
This A~reement and the Mayfield lease contain the
entire understanding and agreement of the parties. There are no
oral or written representations, understandings, undertakings,
or agreements that are not contained or expressly referred to
herein, and any such representations, understandings, or
agreements are superseded by this Agreement. No evidence of any
such representations, understandings, or agreements shall be
admissible in any proceeding of any kind or nature relating to
the terms or conditions of this Agreement, its interpretation,
or breach.
(j No Third Party Beneficiaries.
This agreement is made and entered into for the sole
protection and benefit of the parties and their successors and
assigns, including mortgagees. No other person shall have any
right of action based upon any provision of this Agreement.
(k) Jurisdiction and Venue.
Any action at law or in equity arising under this
Agreement that for any reason is not arbitrated pursuant to
Section 15 hereof, shall be filed and tried in the superior
court of the county of Santa Clara, state of California, and the
parties waive all provisions of law providing for the filing,
removal or change of venue to any other court.
(i) Authority to Execute.
Each person executing this Agreement warrants and
represents that he or she has the authority to bind the entity
for which he or she is signing to the performance of its
obligations hereunder.
54
010904 syn 0090963a
(m) Administrative Appeal.
Whenever in the 2001 Rules or Subsequent Applicable
Rules any requirement or action by Stanford is made subject to
the approval or satisfaction however expressed, of any entity,
other than City, such condition shall not be interpreted as
providing the third party the right to make any final decision
other than as .may be vested in it by law other than the
applicable rules. Where a third party has no right vested in it
by law other than the 2001 Rules or Subsequent Applicable rules
to make a final decision, a condition requiring approval or
satisfaction of such third party, however expressed, shall mean
that the third party shall provide, as appropriate, advice,
consultation a recommendation and/or an initial decision
regarding the condition. The actual determination in such case
will be made by the official or entity of City required or
authorized to make such determination in accordance with the
applicable provisions of the Palo Alto Municipal Code. Appeals
from determinations made by City officials or entities shall be
made in accordance with applicable provisions of the Palo Alto
Municipal Code.
(n) Exhibits.
The following exhibits to which reference is made in
this Agreement are deemed incorporated herein in their entirety:
Exhibit A -Description of Mayfield Site
Exhibit B -Map of Research Park
Exhibit C -Current Rules
Exhibit D -Development Agreement Ordinance
Exhibit E -Hillview Perimeter Landscape District
If the recorder refuses to record any exhibit, the City Clerk
may replace it with a single sheet bearing the exhibit
identification letter, stating the title of the exhibit, the
reason it is not being recorded, and that the original,
55
010904 syn 0090963a
certified by the City Clerk, is in the possession of the City
Clerk and will be reattached to the original when it is returned
by the recorder to the City Clerk.
(o) Signature Pages.
For convenience, the parties may execute and
acknowledge this Agreement on separate signature pages which,
when attached hereto, shall constitute this as one complete
agreement.
(p) Precedence.
If any conflict or inconsistency arises between this
Agreement, and the 2001 Rules or the Subsequent Rules, the
provisions of this Agreement shall have precedence and shall
control over the conflicting or inconsistent provisions of the
2001 Rules. If any conflict or inconsistency arises between the
Hanover Approvals and the 2001 Rules, the provisions of the
former shall have precedence and shall control over the latter.
(q) Recordation.
Whenever recordation is required or may be required by
either party, City shall be responsible for recordation. If
City fails to record a document when required, Stanford may, but
is not obligated to, record the document and by doing so
Stanford does not assume the duties or obligations of City
established by this subsection or the development agreement act
nor does it waive any right it may have to compel City to
properly perform its duties and obligations. The failure of
City to record or to properly record this Agreement or any other
document as provided herein shal! not affect or limit in any way
Stanford’s rights to enforce this Agreement and to rely upon it.
(r) Referendum.
City shall not submit Development Agreement Ordinance
to a referendum by action of the City Council on its own motion
without Stanford’s consent. If the Ordinance or this Agreement
is the subject of a referendum,or if litigation is commenced
seeking to rescind the City’s decision to enter into this
Agreement, Stanford shall have the right to terminate this
56
010904 syn 0090963a
Ag[eement and the lease by written notice to the City no later
than thirty (30) days after the event that gives Stanford the
right to terminate.
(s) Mayfield Lease.
City would not have entered into this Agreement but
for the benefits it will obtain under the Mayfield Lease. If
Stanford fails to execute the Mayfield Lease within thirty (30)
days after execution of this Agreement, or if the lease fails to
take effect for any of the reasons described in Section 5 (a)
above, or if Stanford elects to terminate this Agreement under
Section 20 (r), then City shall have the right to terminate this
Agreement by written notice to Stanford no later than thirty
(30) days after the event that gives City the right to
terminate. A breach of Stanford’s warranty in Subsection 20.
(d) above which deprives City of the benefit of the Mayfie!d
Lease shall also be grounds for termination or modification of
the Agreement, provided that such breach shall not deprive
Stanford of its Vested Rights with respect to the Hanover Site,
Hanover Development, and Hanover Approvals.
//
//
//
//
//
//
//
//
//
57
010904 s.vn 0090963a
In witness whereof, this Agreement has been executed
by the parties as of the day and year first above written.
ATTEST:CITY OF PALO ALTO
City clerk Mayor
APPROVED AS TO FORM:STANFORD
City Attorney
APPROVED :
City Manager
APPROVED AS TO CONTENT:
By:
Its:
By:
Its:
Director of Planning and
Community Environment
010904 syn 0090963a
58
CURRENT RULES
EXHIBIT C
C-I010904 syn 0090971
TABLE OF CONTENTS
Chapter 8.10 TREE PRESERVATION AND MANAGEMENT REGULATIONS* ...............................................~..3EXCERPT FROM CHAPTER 16.04 BUILDING CODE ............................................................................................6Chapter 16.48 ARCHITECTURAL REVIEW* ............................................................................................................7Chapter 18.04 DEFINITIONS .....................................................................................................................................16Chapter 18.12 R-1 SINGLE-FAMILY RESIDENCE DISTRICT REGULATIONS .................................................29Chapter 18.17 R-2 TWO FAMILY RESIDENCE DISTRICT REGULATIONS .......................................................34Chapter 18.19 RMD TWO UNIT MULTIPLE-FAMILY RESIDENCE DISTRICT .................................................39Chapter 18.22 RM-15 LOW DENSITY MULTIPLE-FAMILY RESIDENCE DISTRICT REGULATIONS ..........42Chapter 18.24 RM-30 MEDIUM DENSITY MULTIPLE-FAMILY RESIDENCE DISTRICT REGULATIONS...47
Chapter 18.60 LM LIMITED INDUSTRIAL/RESEARCH PARK DISTRICT REGULATIONS ............................52Chapter 18.63 LIMITED INDUSTRIAL SITE COMBINING DISTRICT (3, 5) REGULATIONS ..........................55Chapter 18.64 ADDITIONAL SITE DEVELOPMENT AND DESIGN REGULATIONS FOR COMMERCIAL
AND INDUSTRIAL DISTRICTS ..............................................................................................................................56Chapter 18.70 LANDSCAPE COMBINING DISTRICT (L) REGULATIONS ........................................................58Chapter 18.82 SITE AND DESIGN REVIEW COMBINING DISTRICT REGULATIONS (D) .............................59Chapter 18.83 OFF-STREET PARKING AND LOADING REGULATIONS* .................................; ......................61Chapter 18.85 SPECIAL REGULATIONS FOR HAZARDOUS WASTE FACILITIES ..........................................79Chapter 18.88 SPECIAL PROVISIONS AND EXCEPTIONS ..........................................- ........................................82Chapter 18.90* VARIANCES, HOME IMPROVEMENT EXCEPTIONS, AND CONDITIONAL USE PERMITS
................................................................................................................................................................................ ,88apter 18.91 DESIGN ENHANCEMENT EXCEPTION PROCESS ......................................................................95Chapter 20.04 OFFICIAL PLAN LINE REGULATIONS .........................................................................................96Chapter 20.08 SETBACK LINES ..............................................................................................................................99EXCERPT FROM CHAPTER 21.08 MAPS REQUIRED ......................................................................................100
010904 syn 0090971 C-2
Chapter 8.10 TREE PRESERVATION AND MANAGEMENT REGULATIONS*
Sections:
8.10.010 Purpose.
8.10.020 Definitions.
8.10.030 Tree Technical Manual.
8.10.040 Disclosure of information regarding existing trees.
8.10.050 Prohibited acts.
8.10.060No limitation of authority under Titles 16 and 18.
8.10.070Care of protected trees.
8.10.080Development conditions.
8.10.090 Designation of heritage trees.
8.10.100 Responsibility for enforcement.
8.10.110 Enforcement - Remedies for Violation.
8.10.120Fees.
8.10.130 Severability.
8.10.140 Appeals.
* Editor’s Note: Prior Ordinance History: Section 2 of Ord. 4362 was previously codified herein, and was not
specifically repealed by adoption of Ord. 4568.
8.10.010 Purpose.
The purpose of this chapter is to promote the health, safety, welfare, and quality of life of the residents of
the city through the protection of specified trees located on private property within the city, and the establishment of
standards for removal, maintenance, and planting of trees. In establishing these procedures and standards, it is the
city’s intent to encourage the preservation of trees.
8.10.020 Definitions.
For the purposes of this chapter, the following definitions shall apply:
(a)"Building area" means that area of a parcel:
(1)Upon which, under applicable zoning regulations, a structure may be built without a variance,
design enhancement exception, or home improvement exception; or
(2) Necessary, for construction of primary access to structures located on or to be constructed on the
parcel, where there exists no feasible means of access which would avoid protected trees. On single-family
residential parcels, the portion of the parcel deemed to be the building area under this paragraph (a)(2) shall not
exceed ten feet in width.
(b) "Building footprint" means the two-dimensional configuration ofa building’s perimeter boundaries
as measured on a horizontal plane at ground level.
(c)"Dangerous" means an imminent hazard or threat to the safety of persons or property.
(d)"Development" means any work upon any property in the city which requires a subdivision,
planned community zone, variance, use permit, building permit, demolition permit, or other city approval or which
involves excavation, landscaping or construction within the dripline area of a protected tree.
(e)"Director" means the director of planning and community environment or his or her designee.
(f)"Discretionary development approval" means planned community zone, subdivision, use permit,
variance, horfie improvement exception, design enhancement exception, or architectural review board approval.
(g) "Dripline area" means the area within X distance from the trunk of a tree, measured from the
center, where X equals a distance ten times the diameter of the trunk as measttred four and one-half feet (fifty-four
inches) above natural grade.
(h) "Excessive pruning" means removal of more than one-fourth of the functioning leaf and stem area
of a tree in any twelve-month period, or removal of foliage so as to cause the unbalancing of a tree.
(i)"Protected tree" means:
(1)Any tree of the species Quercus agdfolia (Coast Live Oak) or Quercus lobata (Valley Oak) which
is eleven and one-half inches in diameter (thirty-six inches in circumference) or more when measured four and one-
half feet (fifty-four inches) above natural grade; and
(2)A heritage tree designated by the city council in accordance with the provisions of this chapter.
C-3
010904 s.~a 0090971
(j)"Remove" means any of the following:
(1)Complete removal, such as cutting to the ground or extraction, of a tree;
(2)Taking any action foreseeably leading to the death of a tree or permanent damage to its health;
including but not limited to excessive pruning, cutting, girdling, poisoning, overwatering, unauthorized relocation or
transportation of a tree, or trenching, excavating, altering the grade, or paving within the dripline area of a tree.
(k) "Tree" means any woody plant which has a trunk four inches or more in diameter at four and one-
half feet above natural grade level.
(l) "J’ree report" means a report prepared by an arborist certified by the International Society of
Arboriculture or another nationally recognized tree research, care, and preservation organization.
(m) "Tree Technical Manual" means the regulations issued by the city manager to implement this
chapter.
8.10.030Tree Technical Manual.
The city manager, through the departments of public works and planning and community environment,
shall issue regulations necessary for implementation of this chapter, which shall be known as the Tree Technical
Manual. The Tree Technical Manual will be made readily available to the public and shall include, but need not be
limited to, standards and specifications regarding:
(a)
(b)
(c)
from disease);
(d)
(e)
Protection of trees during construction;
Replacemen~ of trees allowed to be removed pursuant to this chapter;
Maintenance of protected trees (including but not limited to pruning, irrigation, and protection
The format and content of tree reports required to be submitted to the city pursuant to this chapter;
The criteria for determining whether a tree is dangerous within the meaning of this chapter.
8.10.040Disclosure of information regarding existing trees.
(a) Any application for discretionary development approval, or for a building or demolition permit
where no discretionary development approval is required, shall be accompanied by a statement by the property
owner or authorized agent which discloses whether any protected trees exist on the property which is the subject of
the application, and describing each such tree, its species, size, dripline area, and location. This requirement shall be
met by including the information on plans submitted in connection with the application.
(b) In addition, the location of all other trees on the site and in the adjacent public right of way which
are within thirty feet of the area proposed for development, and trees located on adjacent property with canopies
overhanging the project site, shall be shown on the plans, identified by species.
(c) The director may require submittal of such other information as is necessary to further the
purposes of this chapter including but not limited to photographs.
(d) Disclosure of information pursuant to this section shall not be required when the development for
which the approval or permit is sought does not involve any change in building footprint nor any grading or paving.
(e) Knowingly or negligently providing false or misleading information in response to this disclosure
requirement shall constitute a violation of this chapter.
8.10.050 Prohibited acts.
It shall be a violation of this chapter for anyone to remove or cause to be removed a protected tree, except
as allowed in this section:
(a) In the absence of development, protected trees shall not be removed unless determined by the
director of planning and community environment, on the basis of a tree report prepared by a certified arborist for the
applicant and other relevant information, that the tree should be removed because it is dead, dangerous, or
constitutes a nuisance under Section 8.04.050(2) of this code.
(b)In the case of development on a single family residential lot, other than in connection with a
subdivision:
(1) Protected trees shall not be removed unless the trunk of the protected tree is within the building
footprint, or the director of planning and community environment has determined, on the basis of a tree report
prepared by a certified arborist for the applicant and other relevant information, that the tree should be removed
because it is dead, dangerous, or constitutes a nuisance under Section 8.04.050(2) of this code.
(2) If no building footprint exists, protected trees shall not be removed unless the trunk of the tree is
located in the building area, or the director of planfiing and community environment has determined, on the basis of
a tree report prepared by a certified arborist for the applicant and other relevant information, that the tree should be
removed because it is dead, dangerous, or constitutes a nuisance under Section 8.04.050(2) of this code.
C-4010904 syn 0090971
(3) If removal is allowed because the tree is located in the building footprint or building area, or
because the director of planning and community environment has determined that the tree is so close to the building
area that construction would result in the death of the tree, the tree removed shall be replaced in accordance with the
standards in the Tree Technical Manual.
(c) In connection with a proposed subdivision of land into two or more parcels, no protected tree shall
be removed unless removal is unavoidable due to restricted access to the property or deemed necessary to repair a
¯ geologic hazard (landslide, repairs, etc.) The tree removed shall be replaced in accordance with the standards in the
Tree Technical Maniaal. Tree preservation and protection measures for any lot that is created by a proposed
subdivision of land shall comply with the regulations of this chapter.
(d) In all circumstances other than those described in paragraphs (a), (b) and (c) of this section,
protected trees shall not be removed unless one of the following applies:
(1) The director of planning and community environment has determined, on the basis of a tree report
prepared by a certified arborist for the applicant and other relevant information that the tree should be removed
because it is dead, dangerous or constitutes a nuisance under Section 8.04.050(2). In such cases, the dripline area of
the removed tree, or an equivalent area on the site, shall be preserved from development of any structure unless
removal would have been permitted under paragraph (2), and tree replacement in accordance with the standards in
the Tree Technical Manual shall be required.
(2) Removal is permitted as part of project approval under Chapter 16.48 of this code, because
retention of the tree would result in reduction of the otherwise-permissible building area by more than twenty-five
percent. In such a case, the approval shall be conditioned upon replacement in accordance with the standards in the
Tree Technical Manual.
8.10.060No limitation of authority under Titles 16 and 18.
Nothing in this chapter limits or modifies the existing authority of the city under Chapter 16.48 of Title 16
(Architectural Review) and Title 18 (Zoning Ordinance) to require trees and other plants not covered by this chapter
to be identified, retained, protected, and/or planted as conditions of the approval of development. In the event of
conflict between provisions of this chapter and conditions of any permit or other approval granted pursuant to Title
16 or Title 18, the more protective requirements shall prevail.
8.10.070Care of protected trees.
(a) All owners of property containing protected trees shall follow the maintenance standards in the
Tree Technical Manual.
(b) The standards for protection of trees during construction contained in the Tree Technical Manual
shall be followed during any development on property containing protected trees.
8.10.080 Development conditions.
(a) Discretionary development approvals for property containing protected trees will include
appropriate conditions providing for the protection of such trees during construction and for maintenance of the trees
thereafter.
(b) It shall be a violation of this chapter for any property owner or agent of the owner to fail to comply
with any development approval condition concerning preservation, protection, and maintenance of any tree,
including but not limited to protected trees.
8.10.090 Designation of heritage trees.
(a) Upon nomination by any person and with the written consent of the property owner(s), the city
council may designate a tree or trees as a heritage tree.
(b) A tree may be designated as a heritage tree upon a finding that it is unique and of importance to
the community due to any of the following factors:
(1)It is an outstanding specimen of a desirable species;
(2)It is one of the largest or oldest trees in Palo Alto;
(3)It possesses distinctive form, size, age, location, and/or historical significance.
(c)After council approval of a heritage tree designation, the city clerk shall notify the property
owner(s) in writing. A listing of trees so designated, including the specific locations thereof, shall be kept by the
departments of public works and planning and community environment.
(d) Once designated, a heritage tree shall be subject to the provisions of this chapter unless removed
from the list of heritage trees by action of the city council. The city council may remove a tree from the list upon its
C-5010904 syn 0090971
own motion or upon written request by the property owner. Request for such action must originate in the same
manner as nomination for heritage tree designation.
EXCERPT FROM CHAPTER 16.04 BUILDING CODE
16.04.120 Section 109 amended - Certificate of occupancy.
Section 109 of the California Building Code is amended to read:
109. Certificate of Occupancy.
I09.1 Certificate Required. In order to safeguard life and limb, health, property and public welfare, every
building structure or portion thereof shall conform to the construction requirements for the occupancy to be housed
therein or for the use to which the building or structure, or portion thereof is to be put, as set forth in this code.
No building or structure or portion thereof constructed or altered shall be used or occupied until a
certificate of occupancy has been issued therefor.
Exception: No structure, of Group R Division 3 or Group U, or a structure, the architecture of which
inhibits occupancy, shall require a certificate of occupancy.
109.2 Change of Occupancy or Tenancy. Each change of occupancy, official name or tenancy of any
building, structure or portion thereof, shall require a new certificate of occupancy, whether or not any alterations to
the building are required by th!s code.
Ifa portion of any building does not conform to the requirements of this code for a proposed occupancy,
that portion shall be made to conform. The building official may issue a new certificate of occupancy without stating
therein that all of the requirements of the code have been made and without requiring compliance with all such
requirements if he or she finds that the change in occupancy or tenancy will result in no increased hazard to life or
limb, health, property or public welfare.
When application is made for such certificate of occupancy, the building official and fire chief shall cause
an inspection of the building to be made. The inspector shall advise the applicant of those alterations necessary, or if
none is necessary, shall make a report of compliance to the building official.
Before any application for such certificate of occupancy is accepted, a fee as set forth in the municipal fee
schedule shall be paid by the applicant to cover the cost to the city of the inspection of the building for which a
change of occupancy or tenancy is required. Such fee shall be in addition to the regular building permit fee required
by this code.
109.3 Content of Certificate. Each certificate shall contain the following:
1.The building permit number.
2.The address of the building.
3.The name and address of the owner or lessee.
4.A description of that portion of the building for which the certificate is issued.
5.The use and occupancy for which the certificate is issued.
109.4 Temporary Certificates. Notwithstanding the provisions of subsection 109.4 of this section, if the
building official after conferring with the fire chief finds that no substantial hazard will result from occupancy of
any building, or portion thereof, before the same is completed and satisfactory evidence is submitted that the work
could not have been completed prior to the time such occupancy is desired because of its magnitude or because of
unusual construction difficulties, the building official may issue without charge a temporary certificate of occupancy
for any building or portion thereof. Such temporary certificate of occupancy shall be valid for a period not to exceed
six (6) months. After the expiration of a temporary certificate of occupancy, the building, structure or portion thereof
shall require a certificate of occupancy in accordance with other provisions of this section.
Upon payment of a fee as set forth in the municipal fee schedule, duplicates of the certificate or temporary
certificate may be secured by the owner, architect, engineer, contractor, permittee or tenant.
109.5 Posting of Certificate of Occupancy. In Groups A, B, E, F, H, I, M, R-1 and S occupancies, the
certificates of occupancy shall be posted in a conspicuous, readily accessible place in the portion of such building
being used for such occupancy.
109.7 Compliance. No person shall use or occupy any building or structure or any portion thereof, for
which a certificate of occupancy is required by this Section 109 without first obtaining, posting, and keeping posted,
a proper certificate of occupancy as required by this Section.
C-6
010904 syn 0090971
Chapter 16.48 ARCHITECTURAL REVIEW*
Sections:
16.48.010
16.48.020
16.48.030
16.48.040
16.48.050
16.48.060
16.48.065
16.48.070
16.48.080
16.48.090
16.48.100
16.48.110
16.48.120
16.48.130
16.48.135
Declaration of goals and purposes.
Architectural review board.
Manner of appointment.
P~:ocedures of the architectural review board.
Applicability of chapter.
Application.
Public hearing and notice.
Recommendation of the architectural review board.
Action of the director of planning and community environment.
Appeals.
Referral to council.
Preliminary review.
Standards for review.
Time limits.
Exceptions tO site development, parking and loading requirements to enhance the design of
development subject to architectural review.
16.48.140 Integration with other code provisions.
16.48.150 Moratorium.
* Editor’s Note: Prior ordinance history: Ordinance No. 2703 as amended by Ordinance Nos. 2717, 2847,
2863, 2927, 2960, 2984, 3197, 3243 and 3333.
16.48.010 Declaration of goals and purposes.
The goals and purposes of this chapter are to:
(a)Promote orderly and harmonious development of the city;
(b)Enhance the desirability of residence or investment in the city;
(c)Encourage the attainment of the most desirable use of land and improvements;
(d)Enhance the desirability of living conditions upon the immediate site or in adjacent areas;
(e)Promote visual environments which are of high aesthetic quality and variety and which, at the
same time, are considerate of each other.
16.48.020 Architectural review board.
There is created an architectural review board consisting of five persons, at least three of whom shall be
architects, landscape architects, building designers or other design professionals. Each member of the architectural
review board shall be appointed by the city council and shall serve, commencing on the first day of October, for a
term of three years or until his or her successor is appointed and takes office. The architectural review board shall
have the powers and duties specified in this chapter, and shall comply with the procedures specified in this chapter.
16.48.030 Manner of appointment.
In filling vacancies on the architectural review board, the following procedures shall be followed by the
city council:
(a)Following notification of vacancy on the architectural review board, the city clerk shall advertise
the same in a newspaper of general circulation in the city, including the council agenda digest, four times within two
weeks.
(b) Written nominations and applications shall be submitted to the city clerk within such two-week
period, to be forwarded to the city council for its consideration. Notwithstanding the foregoing, if the nomination or
application of an incumbent board member is not submitted to the city clerk within the period specified above, said
period shall be extended for an additional five days during which the city clerk shall accept written nominations and
applications of nonincumbents.
(c) The city council shall review all nominations and applications and conduct such interviews as it
deems necessary prior to selection.
(d) Final selection and appointment shall be made by the city council at a regular city council meeting
after the period for submittal of nominations and applications has expired.
16.48.040 Procedures of the architectural review board.
010904 syn 0090971 C-7
The architectural review board shall meet at least monthly and shall prescribe bylaws, form~, applications,
rules and regulations for the conduct of its business. All meetings of the architectural review board shall be open to
the public. The architectural review board shall send a report, not less than once a year, to the planning commission
and city council for the purpose of communicating the concerns of the board with respect tothe city’s plans, policies,
ordinances and procedures as these affect the projects which the board reviews.
16.48.050 Applicability of chapter.
No permit i’equired under Title 16 shall be issued except after approval of the design of the project by th~
director of planning and community environment, or by the city council, as the case may be, upon a
recommendation of the architectural review board, in compliance with this chapter. The architectural review board
shall make a recommendation on the design of all of the following projects:
(a) New construction, including public projects and construction on public property, and including
paved areas, exterior work and signs which require a permit or design review from the city pursuant to other sections
of this code, but excepting singly developed single-family dwellings and duplexes, and additions thereto;
(b) Unless the application is diverted for administrative approval pursuant to Chapter 18.99, a PC
zone district or any amendment thereto, applied for pursuant to Chapter 18.68:
(1) Any application for approval of or amendment to a PC zone district shall initially be reviewed by
the planning commission for conformance with Chapter 18.68, then the development plan shall be reviewed by the
architectural review board for Compliance with this chapter, and finally the development plan shall be returned to the
planning commission for a final recommendation to the city council.
(2) In the event the planning commission, at its initial review, recommends denial of the application,
such recommendation shall be forwarded directly to the city council, and the architectural review board shall make
no recommendation on the application except as may be directed by the city council.
(3) In the event of inconsistencies in the recommendation of the architectural review board on an
application for approval of or amendment to a PC zone district, the commission and board shall attempt to resolve
such inconsistencies prior to the commission’s making a final recommendation to the city council, by means which
may include a joint meeting. If the inconsistencies are not resolved, then the separate recommendations of each
body, together with the minutes of their respective meetings and!or of the joint meeting shall be transmitted to the
city council.
(c) Unless the application is diverted for administrative approval pursuant to Chapter 18.99, any
development, construction or improvement in any OS zone district, AC zone district or any district which is
combined with a D zone district, except singly developed single-family dwellings, duplexes and accessory buildings
and uses thereto, or any gasoline service station which must be approved pursuant to Chapter 18.82, as required in
the CN, CC, CS, GM and LM zones:
(1) Any such development, construction, improvement or gasoline service station shall initially be
reviewed by the planning commission pursuant to Chapter 18.82 and then shall be reviewed by the architectural
review board for compliance with this chapter before final action by the city council.
(2) In the event the planning commission, at its initial review, recommends denial of the application,
such recommendation shall be forwarded directly to the city council, and the architectural review board shall make
no recommendation on the application except as may be directed by the city council.
(3) In the event of inconsistencies in the recommendation of the planning commission and the
recommendation of the architectural review board, the commission and board shall attempt to resolve such
inconsistencies prior to forwarding the application to the city council by means which may include a joint meeting.
If the inconsistencies are not resolved, then the separate recommendations of each body, together with the minutes
of their respective meetings and/or of the joint meeting shall be transmitted to the city council.
(d) Fences, in any category of architectural review board jurisdiction enumerated in subsections (a)
through (c) of this section.
(e) Projects requiring variances or use permits when, in the discretion of the zoning administrator or
the director of planning and community environment, they may have a significant effect upon the aesthetic character
of the city or the surrounding area.
(f) The foregoing requirements notwithstanding, the director of planning and community environment
may approve or disapprove the design of a minor change to a project which has previously received design approval
without procuring a recommendation of the architectural review board under the following circumstances:
(1) The director determines that the change requested is minor, of little visual significance and will
not materially alter the appearance of previously approved improvements; or
(2)The board has recommended to the director that no further architectural review board review is
necessary.
C-8010904 syn 0090971
(g) In addition to the foregoing requirements, the director of planning and community environment or
city council may request the opinion of the architectural review board on other architectural matters.
(h) The foregoing requirements notwithstanding, the director of planning and community environment
may approve or disapprove the design of the following small projects without procuring a recommendation from the
architectural review board:
(1) Any sign which complies with the sign ordinance and which is consistent with any design
guidelines which may be adopted by the architectural review board;
(2) A minor project, including minor additions or alterations to an existing building or to site
improvements, which in the discretion of the director does not significantly change the visual character or function
of the building or site and which is consistent with any design guidelines which may be adopted by the architectural
review board. Examples of minor projects include, but are not limited to:
(A)Equipment, when screened from public view,
(B)Fences or walls,
(C)Changes to doors and windows,
(D)Skylights, or
(E)A landscaping project which the director finds to be an upgrade of existing landscaping.
While reviewing these small projects, the director shall follow the same design guidelines and
recordkeeping procedures as are generally required by the board when it reviews projects under this chapter. The
director shall send a report, on a biannual basis, to the board concerning the number and type of project approvals he
or she makes under this section. The director shall also attach to each meeting agenda of the board a report listing
the projects scheduled for review as well as the number and types of project approvals he or she has made under this
section. Not later than four working days after the effective date of the director’s decision and action on a small
project, any person aggrieved by the action of the director on the project may file a request for review of the project
by the board. Under such circumstances, the board shall review and make a recommendation on the design of the
small project in the same manner as it reviews and makes recommendations on other projects under this chapter. The
same appeals procedure set forth in Section 16.48.090 shall also apply to the small project.
16.48.060 Application.
Applications for design review of a project shall be filed with the planning department along with a fee as
set forth in the municipal fee schedule. Unless the applicant is otherwise notified in writing, the application shall be
deemed complete on the thirtieth calendar day after its receipt by the planning department, or on the date the project
is first considered by the architectural review board, whichever comes first. Once the application is deemed
complete, the director shall review the application and, pursuant to the California Environmental Quality Act
(CEQA), shall, if the project is not exempt from CEQA, either prepare a negative declaration or require an
environmental impact report to be prepared. If an environmental impact report is required, the procedures set forth in
the state guidelines and the city of Palo Alto’s Procedures for Implementation of the California Environmental
Quality Act of 1970 shall be followed. If no environmental impact report is required, the application will be placed
on the agenda of the architectural review board no later than the first regular meeting following the thirty-first
calendar day after receipt of a complete application, provided that, for good cause, the director of planning and
community environment shall have the discretion to place the application on a later agenda.
16.48.065
(a)
(1)
(2)
(3)
(4)
Public hearing and notice.
For purposes of this chapter, a major project shall be:
A new building or building addition of five thousand square feet or more;
Any project that is not exempt under CEQA;
Any residential construction project that will total three or more units when completed;
Any residential construction project that will total two or more units when cgmpleted in a
neighborhood preservation combining district under Chapter 18.30 of the Palo Alto Municipal Code;
(5) Any project which the director ofplarming and community environment determines may be
controversial; or
(6)Any project which the director determines will significantly alter the character or appearance of a
building or site. All projects which are not determined to be major projects shall be designated as minor projects.
Minor projects shall include small projects, as defined in Section 16.48.050(h) above.
(b) Notice of the hearing on a major project by the architectural review board shall be given by
publication of the board’s agenda once in a local newspaper of general circulation not less than eight calendar days
prior to the date of the hearing.
C-9010904 syn 0090971
Additionally, notice of such hearing shall be mailed at least twelve calendar days prior to the date of the
board hearing to the applicant, to owners of record of real property within ninety-one and four-tenths meters (three
hundred feet) of the exterior boundary of the property involved, as such owners of record are shown in the last
equalized assessment roll, and to owners or occupants of the property within ninety-one and four tenths meters
(three hundred feet) as shown on the city utility customer file. Compliance with the procedures set forth in this
section shall constitute a good faith effort to provide notice, and the failure of any owner or occupant to receive
notice shall not prev.ent the city from proceeding with the hearing or from taking any action or affect the validity .of
any action.
(c)The notice of public hearing shall contain the following:
(1)The exact address of the property, if known, or the location of the property, if the exact address is
not known, and the nature or purpose of the application;
(2)The time, place, and purpose of the hearing;
(3)A brief description, the content of which shall be in the sole discretion of the city, of the approval
sought;
(4)Reference to the application on file for particulars; and
(5)A statement that any interested person, or agent thereof, may appear and be heard.
(d)Typographical and/or publishing errors shall not invalidate the notice nor any city action. At the
time and place set for such heating, the board shall hear evidence for and against the application. Each heating shall
be open to the public. The board may continue any hearing from time to time.
(e) Notice of the hearing on a minor project by the board shall be given by publication of the agendas
of regular board meetings once in a local newspaper of general circulation not less than four calendar days prior to
the date of the meeting and shall be provided to the city council in the next available council packet. Minor projects
of little visual significance as designated by the director of planning and community environment, Or projects which
have been previously reviewed by the board and designated by the board to return on the consent calendar, may be
placed on the board’s consent calendar no later than seventy-two hours prior to the meeting. The consent calendar
shall be voted upon as one item, and the vote shall not affect the validity of the action taken upon any such
individual item. Any member of the board may request that an individual item be removed from the consent
calendar, in which case the item shall be considered immediately after the consent calendar is voted upon.
16.48.070 Recommendation of the architectural review board.
The architectural review board shall recommend to the director of planning and community environment
that the design of and negative declaration, if applicable, for a project be approved, disapproved or approved with
modifications, including the imposition of conditions, by making findings in accordance with the standards
contained in this chapter, and such additional standards as may be adopted and published by the city council from
time to time. An application must be acted upon no later than six months after the date the application is determined
to be complete pursuant to Section 16.48.060. Notwithstanding the foregoing, if an environmental impact report is
required to be prepared for the project pursuant to CEQA, the application must be acted upon no later than one year
after the date the application is determined to be complete pursuant to Section 16.48.060. However, these time limits
may be extended once for a period not to exceed ninety calendar days, upon the consent of the director and the
applicant.
16.48.080 Action of the director of planning and community environment.
(a)No later than three working days after the architectural review board’s recommendation on the
design and negative declaration, if applicable, for a project, the director of planning and community environment
shall take one of the following actions, with such action to become effective on the third working day following the
board hearing:
(1) If the director agrees with the recommendation of the board, he shall act accordingly on the project
and negative declaration, if applicable.
(2) If the director disagrees with the recommendation of the board, he shall, at his discretion, either
attempt to resolve the differences with the board at the next available board meeting or shall refer the decision
directly to the city council.
(A) If the differences are resolved at the next available board meeting, the director shall act
accordingly on the project and negative declaration, if applicable, and notify the applicant in writing of the decision.
(B) If the director refers the decision directly to the city council, the council shall act on the
application pursuant to Section 16.48.090.
(C) If the director attempts to resolve the differences at the next available board meeting but the
differences are not resolved, the application shall be sent to the city council with the recommendations of the
C-10
010904 syn 0090971
director of planning and community environment, and the council shall act on the application pursuant to Section
16.48.090.
If the director disagrees with the board’s recommendation on a project, he shall mail a copy of his decision
and action to the applicant no later than three working days after the board makes its recommendation. Regardless of
the director’s decision on a project, he shall mail a copy of the board hearing minutes to the applicant within ten
working days after the board makes its recommendation, or as soon as the hearing minutes are available. If the
director agrees with the board’s recommendation, he shall include a copy of his decision and action with the minutes
mailed to the applicant.
(b) The minutes from the architectural review board meetings shall be placed in the city council
packet as soon as they are available. Notice of the decisions and actions of the director on the items shall also be
included in the packe( if they are different from the recommendations of the board.
(c) Building permits for a major project, as defined in Section 16.48.065, may be issued on or after
the ninth working day after the effective date of the approval of the director on the project, unless the decision is
referred to the city council or the architectural review board pursuant to subdivision (2) of subsection (a) of this
section, or appealed, pursuant to Section 16.48.090. Building permits for a small or minor project, as defined in
Sections 16.48.050(h) and 16.48.065, may be issued on or after the fifth working day after the effective date of the
approval of the director on the project, unless the decision is appealed pursuant to Sections 16.48.050(h) or
16.48.090. If the decision is referred or appealed, building permits may be issued on!y after board or city council
approval of the project, as applicable.
16.48.090 Appeals.
Any person aggrieved by the action of the director of planning and community environment may file an
appeal with the city council. An appeal of an action on a major project shall be filed not later than eight working
days after the effective date of the director’s decision-and action on a project. An appeal of an action on a minor
project shall be filed not later than four working days following the effective date of the director’s decision and
action on a project. Projects referred to the architectural review board by the director under provisions of Chapter
18.99 may be appealed. Any such appeal shall be filed in accordance with the provisions of Chapter 18.93.
Any appeal shall be filed with the city clerk, along with a fee as set forth in the municipal fee schedule;
however, any member of the city council may file such an appeal without a fee. Any appeal shall be considered an
appeal of both the negative declaration, if applicable, and the design of the project. The city clerk shall place the
appeal upon the agenda of the city council for a regular meeting not later than the thirty-first working day after the
receipt of the appeal. If the appellant is other than the applicant for the project, the city clerk shall notify the
applicant of the appeal. The city council may take one of the following actions:
(a) Pursuant to CEQA, require an environmental impact report be prepared on the project before the
city council approves or disapproves the project;
(b)Disapprove the project;
(c)Approve the negative declaration, if applicable, and approve, or approve with modifications, the
project.
Before taking action on an appeal, the city council may, in its discretion, refer the appeal to the planning
commission for a recommendation.
16.48.100 Referral to council.
Instead of making a recommendation on the design of a project and the negative declaration, if applicable,
to the director of planning and community environment pursuant to Section 16.48.070, the architectural review
board may determine that the planning issues involving a project merit review by the planning commission and city
council. In that case, the architectural review board shall make a recommendation on the design of the project and
the negative declaration, if applicable. These recommendations shall be transmitted to the planning commission and
shall be placed on the agenda of the planning commission within two months after the architectural review board’s
referral. The planning commission shall make a recommendation on the project and the negative declaration, if
applicable. The recommendations of both the architectural review board and the planning commission shall be
transmitted to the city council for action. The city council may take one of the following actions:
(a) Pursuant to CEQA, require an environmental impact report be prepared on the project before the
city council approves or disapproves the project;
(b)Disapprove the project;
(c)Approve the negative declaration, if applicable, and approve, or approve with modifications, the
project.
C-II010904 syn 0090971
Before approving, or approving with modifications, the project, the council may refer the project’s design
back to the architectural review board for additional recommendations. The board shall make its recommendation
directly to the council.
16.48.110 Preliminary review.
For the purpose of securing the advice of the architectural review board prior to making an application for
the board’s recommendation on a project, an applicant, upon paying a preliminary application fee, as set forth in the
municipal fee schedule, may bring a design before the board for preliminary review. If the applicant wishes to
proceed with the project, he or she must then file an application and pay a regular application fee. The comments of
the architectural review board members during a preliminary review shall not be binding on their formal
recommendation.
16.48.120 Standards for review.
(a)In addition to the goals and purposes of this chapter as set forth in Section 16.48.010, the
following standards shall be used by the architectural review board in reviewing projects within its jurisdiction:
(1) Whether the design is consistent and compatible with applicable elements of the city’s
Comprehensive Plan;
(2)Whether the design is compatible with the immediate environment of the site;
(3)Whether thedesign is appropriate to the function of the project;
(4)In areas considered by the board as having a unified design character or historical character,
whether the design is compatible with such character;
(5) Whether the design promotes harmonious transitions in scale and character in areas between
different designated land uses;
(6)Whether the design is compatible with approved improvements both on and offthe site;
(7)Whether the planning and siting of the various functions and buildings on the site create an
internal sense of order and provide a desirable environment for occupants, visitors and the general community;
(8) Whether the amount and arrangement of open space are appropriate to the design and the function
of the structures;
(9)Whether sufficient ancillary functions are provided to support the main functions of the project
and whether the same are compatible with the project’s design concept;
(10) Whether access to the property and circulation thereon are safe and convenient for pedestrians,
cyclists and vehicles;
(11)Whether natural features are appropriately preserved and integrated with the project;
(12)Whether the materials, textures, colors and details of construction and plant material are
appropriate expression to the design and function and whether the same are compatible with the adjacent and
neighboring structures, landscape elements and functions;
(13) Whether the landscape design concept for the site, as shown by the relationship of plant masses,
open space, scale, plant forms and foliage textures and colors create a desirable and functional environment and
whether the landscape concept depicts an appropriate unity with the various buildings on the site;
(14) Whether plant material is suitable and adaptable to the site, capable of being properly maintained
on the site, and is of a variety which would tend to be drought-resistant and to reduce consumption of water in its
installation and maintenance;
(15) Whether the design is energy efficient and incorporates renewable energy design elements
including, but not limited to:
(A)
(B)
(c)
(b)
may review each
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
Exterior energy design elements,
Internal lighting service and climatic control systems, and
Building siting and landscape elements.
In applying the standards set forth in subsection (a) of this section, the architectural review board
of the following items of the proposed project:
Uses and functions as they relate to the design of the project and adjacent uses;
Compatibility with neighboring properties and uses;
Visibility and effect upon view at all site lines;
Aesthetics;
Quality of design;
Character;
Scale;
Building materials;
C-12010904 syn 0090971
(9)
(lO)
(A)
(B)
(C)
(D)
(E)
(V)
(G)
(ll)
(A)
(B)
(C)
(D)
(E)
(12)
(A)
(~)
towers, antennae
(c)
Color; and
Site development characteristics including, but not limited to:
Lot size,
Building coverage,
Setbacks,
Building height,
Location upon the site,
Open space, and
Pedestrian, bicycle and vehicle circulation;
Environmental factors including, but not limited to:
Noise,
Emission of smoke, fumes and odors,
Fire safety, life safety and fire access,
Disturbance of existing topography, trees, shrubs, and other natural features,
Water percolation, grading and drainage, and impermeability of soils;
Building and building components including, but not limited to:
Stairs, ramps, escalators, moving sidewalks, elevators or downspouts on the exterior buildings,
Flues, chimneys, exhaust fans, air-conditioning equipment, elevator equipment, fans, cooling
or similar structures placed upon the roof or the exterior of the building,
Sun shades, awnings, louvers or any visible device for deflecting, filtering or shielding the
structure or
(D)
structures;
(~3)
(14)
(A)
(a)(C)
(D)
(E)
(15)
(A)
(B)
(¢)
(16)
interior from the elements,
Balconies, penthouses, loading docks or similar special purpose appendages or accessory
Accessory structures, including garages, sheds, utility facilities and waste receptacles;
Other on-site improvements including, but not limited to:
Parking and other paved areas,
Landscaping,
Lighting,
Signs and graphics, and
Artwork, sculpture, fountains and other artistic features;
Energ3’ efficiency and renewable energy design elements including, but not limited to:
Exterior energy design elements,
Internal lighting service and climatic control systems, and
Building siting and landscaped elements;
Such other features as affect the design and ultimate appearance of the work, as determined by the
architectural review board.
(c) The architectural review board may recommend requirements which are more restrictive than the
maximum regulations set forth in Title 16 and/or Title 18 of this code, when it concludes such requirements are
necessary:
(1)To promote the internal integrity of the design of the project;
(2)To assure compatibility of the proposed project’s design with its site and surroundings;
(3)To minimize the environmental effects of the proposed project; provided, however, that the
architectural review board’s sole responsibility with respect to the storage of hazardous materials shall be to require
compliance with Title 17 of this code.
16.48.130 Time limits.
(a)For all projects approved after the effective date of the ordinance codified in this chapter, the
approval shall be valid for one year from the original date of approval, except that for phased projects, a specific
development schedule may be approved. In no event, however, shall such a development schedule exceed five years
from the original date of approval. Approval of minor changes in a project shall not extend the original date of
approval. The time period for a project, including a phased project, may be extended once for an additional year by
the director of planning and shall be appealable, in accordance with Section 16.48.090. In the event the building
permit is not secured for the project within the time limits specified in this chapter, the architectural review board
approval shall expire and be of no further force or effect.
(b) Notwithstanding subsection (a) 0fthis section, whenever a vesting tentative map is approved or
conditionally approved pursuant to Chapter 21.13 of the Palo Alto Municipal Code and the Subdivision Map Act,
the approval pursuant to this chapter shall be valid until the expiration of the vesting tentative map or expiration of
C-13010904 syn 0090971
development rights under the final map. Applications may be made for extensions, but only in conjunction with
applications for extensions of the vesting tentative map or the final vesting map pursuant to Chapter 21.13 and the
Subdivision Map Act.
16.48.135 Exceptions to site development, parking and loading requirements to enhance the design of
development subject to architectural review.
(a) In accordance with the provisions of Chapter 18.91 of this code, and subject to the provisions of
this section and thepurpose and intent of this chapter, the architectural review board may recommend that the
director of planning and community environment approve minor exceptions to the site development, parking and
loading requirements set forth in Title 18, when such exceptions will enhance the appearance and design of
commercial and multiple-family development and other development subject to architectural review under this
chapter. Items for which exceptions may be granted include, but are not limited to, dormers, cave lines, roof design,
bay windows, cornices, parapets, columns, arcades, fountains, art, ornamentation, atriums, balconies, trellises,
moldings, balustrades, stairs, entry features, and other minor architectural elements and design features.
(b) No exceptions shall be granted under this section which would increase floor area, decrease the
number of required parking spaces, decrease the amount of required on-site landscaping, or decrease the required
open space. Generally, exceptions shall be limited to minor changes to the setback, daylight plane, height, lot
coverage limitations, parking lot design and landscaping configuration, and additional flexibility in the proportion
between private and common open space.
(c) Application. Application for exceptions shall be made in the same manner and in conjunction with
an application for design review, pursuant to Section 16.48.060.
(d) Public Hearing and Notice. A public heating shall be held prior to any action on an application for
exception. Such hearing shall be the same hearing at which the application for design review is held. Notice of the
hearing for both applications shall be given in the same manner as the notice for a heating on a major project, as set
forth in Sections 16.48.065(b), (c) and (d).
(e) Role of Zoning Administrator. The zoning administrator shall make a recommendation to the
architectural review board regarding each application for exception prior to the board’s review of the application.
The zoning administrator or designee shall also attend the public hearing on each application for exception, and shall
advise the board regarding zoning issues.
(f) Recommendation of the Architectural Review Board. Atter considering the application and all
testimony,both oral and written, offered at the public hearing, and the recommendation of the zoning administrator,
the architectural review board shall make its recommendations regarding each application for exception to the
director of planning and community environment along with its recommendations on the application for design
review, in accordance with Section 16.48.070, provided, that the findings for approving an exception shall be as set
forth in subsection (g) of this section.
(g) Findings. The architectural review board may recommend that the director of planning and
community environment grant exceptions to the otherwise applicable site development, parking and loading
requirements of Title 18 upon making the following findings:
(1) There are exceptional or extraordinary circumstances or conditions applicable to the property or
site improvements involved that do not apply generally to property in the same Zone district;
(2) The granting of the application will enhance the appearance of the site or structure, or improve the
neighborhood character of the project and preserve an existing or proposed architectural style, in a manner which
would not otherwise be accomplished through strict application of the minimum requirements of Title 18 and the
standards for review set forth in this chapter; and
(3) The exception is related to a minor architectural feature or site improvement that will not be
detrimental or injurious to property or improvements in the vicinity and will not be detrimental to the public health,
safety, general welfare or convenience.
(h) Conditions. In recommending approval of such exceptions, the architectural review board may
recommend imposing such reasonable conditions or restrictions as are appropriate or necessary to protect the public
health, safety, general welfare or convenience, and to secure the purposes of Title 18 and of this chapter.
(i) Action of the Director of Planning and Community Environment. The director of planning and
community environment shall act on the application for exception in conjunction with, and in the manner provided
by Section 16.48.080.
(j) Appeals. Any person aggrieved by the action of the director may appeal such action to the city
council by filing an appeal with the city clerk, not later than eight working days atier the effective date of the
director’s action.
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An appeal shall be in writing, stating the grounds therefor, and shall be accompanied by an appea! fee as
prescribed by the municipal fee schedule. Filing of an appeal with the city clerk shall stay all proceedings in
furtherance of the action appealed, as well as all proceedings in furtherance of the action on the application for
design review, until the determination of the appeal as provided in this section. The city clerk shall place the appeal
upon the agenda of the city council for a regular meeting not later than the thirty-first working day after receipt of
the appeal. If the appellant is other than the applicant for the project, the city clerk shall notify the applicant of the
appeal.
Upon conclusion of the hearing on appeal, the city council may by motion reverse or affirm, in whole or-in
part, or may modify the action of the director of planning and community environment. The decision of the council
shall be final and shall be effective immediately.
(k) Time Limits. The time limits for any exception granted pursuant to this section shall be the same
as the time limits for the accompanying design review approval, as set forth in Section 16.48.130. The grant of an
exception pursuant to this section does not constitute a variance, and shall be effective only to the extent that the
approved plans are not changed in a manner that affects the granted exception.
16.48.140 Integration with other code provisions.
Nothing in this chapter shall be construed as waiving, modifying, eliminating or mitigating the
requirements of any other provision of this code. The requirements herein are intended to be supplementary and
additional thereto, and in case 0fany conflict therewith, the most restrictive shall apply.
16.48.150 Moratorium.
When any moratorium on construction or the processing of an application for any building permit or
planning approval is adopted by the city council, regardless of such moratorium, a project which has received a final
recommendation for design approval from the architectural review board pursuant to this chapter on or before the
date of the council meeting at which the moratorium first appeared on the city council’s printed agenda, shall
continue to be processed; provided, that the project complies with all other city ordinances.
010904 syn 0090971
C-15
Chapter 18.04 DEFINITIONS
Sections:
18.04.010
18.04.020
18.04.30
Purpose and applicability.
General rules for construction of language.
Definitions.
18.04.010 Purpose and applicability.
The purpose of this chapter is to promote consistency and precision in the interpretation of the zoning regulations.
The meaning and construction of words and phrases defined in this chapter shall apply throughout the zoning
regulations, except where the context of such words or phrases clearly indicates a different meaning or construction.
18.04.020 General rules, for construction of language.
The following general rules of construction shall apply to the text of the zoning regulations:
(a)The particular shall control the general.
(b)In case of any difference of meaning or implication between the text of any provision and any caption or
illustration, the text shall control.
(c)The word "shall" is always mandatory and not discretionary. The word "may" is discretionary.
(d)References in the masculine and feminine genders are interchangeable.
(e)Words used in the present tense include the future, and words used in the singular include the plural, and
the plural the singular, unless the context clearly indicates the contrary.
(f)The words "activities" and "facilities" include any part thereof.
(g)Unless the context clearly indicates to the contrary, the following conjunctions shall be interpreted as
follows:
(1)"And" indicates that all connected items or provisions shall apply.
(2)"Or" indicates that the connected items or provisions may apply singly or in any combination.
(3)"Either...or" indicates that the connected items or provisions shall apply singly but not in
combination.
(h)"District" means a general district or a combining district established by this title, unless otherwise
indicated by specific reference to another kind of district.
(i)All public officials, bodies, and agencies to which reference is made are those of the city unless otherwise
indicated.
(j)"City" means the city of Palo Alto.
18.04.030 Definitions.
(a)Throughout this title the following words and phrases shall have the meanings ascribed in this section.
(1) "Abandon" means to cease or discontinue a use or activity without intent to resume, but excluding
temporary or short-term interruptions to a use or activity during periods of remodeling,
maintaining, or otherwise improving or rearranging a facility, or during normal periods of vacation
or seasonal closure.
(2)"Abutting" means having property or district lines in common.
(3)"Accessory building" means a building which is incidental to and customarily associated with a
specific principal use or facility, and which meets the applicable conditions set forth in Chapter
18.88.
(4)"Accessory dwelling" means a dwelling unit accessory to a principal use on a site and intended for
occupancy by persons residing therein by reason of employment of one or more occupants on the
same site.
(5)"Addition" means any construction which increases the size of a building or facility in terms of
site coverage, height, length, width, or gross floor area.
(6)"Administrative office services" means offices and service facilities performing headquarters,
regional, or other level management and administrative services for firms and institutions.
(7)"Airport-related use" means a use providing aviation-related services typically ancillary to
operations of an airport including, but not limited to, aircraft repair and maintenance, flight
instruction, and aircraft chartering.
(8)"Alley" means a public or private vehicular way less than twenty-five feet in width affording a
secondary means of vehicular access to abutting property.
C-16010904syn 0090971
(19)
(20)
.*(21)
(9)Reserved.
(10)Reserved.
(11)"Alteration" means any construction or physical change in the internal arrangement of rooms or
the supporting members of a building or structure, or change in relative position of buildings or
structures on a site, or substantial change in appearance of any building or structure.
(A) "Incidental alteration" means any alteration to interior partitions or interior supporting
members of a structure which does not increase the structural strength of the structure;
any alteration to electrical, plumbing, heating, air conditioning, ventilating, or other
utility services, fixtures or appliances; any addition, closing, or change in size of doors or
windows in the exterior walls; or any replacement of a building facade which does not
increase the structural strength of the structure.
(B) "Structural alteration" means any alteration not deemed an incidental alteration.
(12) "Animal care" means a use providing grooming, housing, medical care, or other services to
animals,-including veterinary services, animal hospitals, 0vemight or short-term boarding ancillary
to veterinary care, indoor or outdoor kennels, and similar services.
(13)"Automobile service station" means a use providing gasoline, oil, tires, small parts and
accessories, and services incidental thereto, for automobiles, light trucks, and similar motor
vehicles. The sale of food or grocery items or alcoholic beverages on the same site is prohibited
except for prepackaged soft drinks, cigarettes, and snack foods either from automatic vending
machines or in shelves occupying a floor area not to exceed forty square feet.
(14)"Automotive services" means a use engaged in sale, rental, service, or major repair of new or used
automobiles, trucks, trailers, boats, motorcycles, recreational vehicles, or other similar vehicles,
including tire recapping, painting, body and fender repair, and engine, transmission, air
conditioning, and glass repair and replacement, and similar services.
(15)"Basement" means that portion of a building between floor and ceiling, which is fully below grade
or partly below and partly above grade, but so located that the vertical distance from grade to the
floor below is more than the vertical distance from grade to ceiling.
(16)"Below market rate (BMR) housing unit" means any housing unit sold or rented to low or
moderate income persons pursuant to the city of Palo Alto’s below market rate program
administered by the Palo Alto housing corporation, or a successor organization.
(17)"Bicycle parking space" means an area specifically reserved and intended for parking of a bicycle,
accessible to the user independently of any other bicycle parking space, and including such
additional features or conveniences as specified by this title.
(18)"Block" means any lot or group of contiguous lots bounded on all sides by streets, railroad rights-
of-way, or waterways, and not traversed by any street, railroad right-of-way, or waterway.
Reserved.
Reserved.
"Breezeway" means a building or specific portion thereof, not over 3.7 meters (twelve feet) in
height at the ridge line, which connects two otherwise separate buildings, and which is not more
than fifty percent enclosed at the perimeter, including the wall surfaces of the buildings so
connected.
(22)
(23)
(24)
(25)
An illustration may be found at the end of this chapter in a printed edition of this code.
"Building" means any structure used or intended for supporting or sheltering any use or
occupancy.
"Business or trade school" means a use, except a college or university, providing education or
training in business, commerce, language, or other similar activity or pursuit, and not otherwise
defined as a home occupation or private educational facility.
"Canopy" means any roof-like structure, either attached to another structure or freestanding, or
any extension of a roof line, constructed for the purpose of protection fromthe elements in
connection with outdoor living.
"Cellar" means that portion of a building between floor and ceiling which is wholly or partly
below grade and so located that the vertical distance from grade to the floor below is equal to or
greater than the vertical distance from grade to ceiling.
C-17010904 syn 0090971
(24.5)
(26)
(27)
(28)
(29)
(30)
(3!)
(32)
(33)
(34)
(35)
(36)
(37)
(38)
(39)
(40)
(41)
(42)
(43)
"Carport" means a portion of a principal residential building or an accessory building to a
residential use designed to be utilized for the shelter of one (1) or more motor vehicles, which is
open (unenclosed) at the vehicular entry side and which has no more than two sides enclosed.
"Change of use" means the replacement of an existing use by a new use, or a change in the nature
of an existing use, but not including a change of ownership, tenancy, or management where the
previous nature of the use, line of business, or other function is substantially unchanged. (See also
subdivisions (A) through (F) of subsection (143) of this Section 18.04.030.)
"Church" means a use providing facilities for regular organized religious worship and religious
education incidental thereto, but excluding a private educational facility. A property tax exemption
obtained pursuant to Section 3(0 of Article XIII of the Constitution of the State of California and
Section 206 of the Revenue and Taxation Code of the State of California, or successor legislation,
constitutes prima facie evidence that such use is a church as defined in this section.
Reserved.
Reserved.
Reserved.
"College" or "university" means an educational institution of higher learning which offers a course
of studies designed to culminate in the issuance of a degree as defined by Section 94302 of the
Education Code of the State of California, or successor legislation,
"Combiningdistrict" means a district established by this title, which may be applied to a lot or
portion thereof only in combination with a general district. More than one combining district may
apply to the same lot or portion thereof.
"Commercial recreation" means a use providing recreation, amusement, exercise or entertainment
services, including theaters, bowling lanes, billiard parlors, skating arenas, gymnasiums, exercise
studios or facilities, fitness centers, health clubs or spas, martial arts studios, group movement
instruction, and similar services, operated on a private or for-profit basis, but excluding uses
defined as outdoor recreation services defined in subsection (107).
"Community center" means a place, structure, area, or other facility used for and providing
religious, fraternal, social and/or recreational programs generally open to the public and designed
to accommodate and serve significant segments of the community.
"Convalescent facility" means a use other than a residential care home providing inpatient services
for persons requiring regular medical attention, but not providing surgical or emergency medical
services.
"Corporation yard" is defined in subsection (52).
Reserved.
"Court" means a space open and unobstructed to the sky, located at or above grade level on a lot,
and bounded on three or more sides by walls of a building.
Reserved.
Reserved.
"Covered parking" means a carport or garage that provides full overhead protection from the
elements with ordinary roof coverings. Canvas, lath, fiberglass, and vegetation are not ordinary
roof coverings and cannot be used in providing a covered parking space.
"Day care center" means a day care facility licensed by the state or county for nonmedical daytime
care. This term includes, but is not limited to, nursery schools, preschools and similar facilities.
Day Care Home.
(A) "Family day care home" means a home licensed by the state or county which regularly
provides care, protection, and supervision of twelve or fewer children under the age of
eighteen, in the provider’s own home, for periods of less than twenty-four hours per day,
while the parents or guardians are away and includes the following:
(i) "Large family day care home" means a home which provides family care to
seven to twelve children, inclusive, including children under age eighteen who
reside at the home. This term includes, but is not limited to, nursery schools,
preschools, and similar facilities.
(ii)"Small family day care home" means a home which provides family day care to
six or fewer children, including children under age eighteen who reside at the
home. This term includes, but is not limited to, nursery schools, preschools, and
similar facilities.
C-18010904 syn 0090971
(43a)
*(44)
(45)
(46)
(47)
(48)
(49)
(50)
*(51)
(B)"Adult day care home" means use of a dwelling unit or portion thereof, licensed by the
state or count),, for daytime care and supervision of twelve or fewer persons, above the
age of eighteen, and includes the following:
(i) "Large adult day care home" means a home which provides daytime care of
seven to twelve adults.
(ii)"Small adult day care home" means a home which provides daytime care to six
or fewer adults.
"Family day care home" means use of a dwelling unit or portion thereof licensed by the state fo~
daytime care of up to ten persons, including children through age sixteen within the family
occupying such dwelling unit. This term includes nursery schools, preschools, and similar
facilities. A family day care home for the elderly need not be state licensed.
"Daylight plane" means an inclined plane, beginning at a stated height above average grade, that
average grade being an average of the grade at the midpoint of the building and the grade at the
closest point on the abutting site, and extending into the site at a stated upward angle to the
horizontal, which may limit the height or horizontal extent of the building at any specific point
where the daylight plane is more restrictive than the height limit applicable at such point on the
site. The "daylight plane" shall be measured separately for each building on a lot, and separately
for each side of each building.
An illustration may be found at the end of this chapter in a printed edition of this code.
"Drive-in service" means a feature or characteristic of a use involving sales of products or
provision of services to occupants in vehicles, including drive-in or drive-up windows and drive-
through services such as mechanical automobile washing.
"Dwelling unit" means a room or group of rooms including living, sleeping, eating, cooking, and
sanitation facilities, constituting a separate and independent housekeeping unit, occupied or
intended for occupancy by one family on a nontransient basis and having not more than one
kitchen.
"Eating and drinking service" means a use providing preparation and retail sale of food and
beverages, including restaurants, fountains, cafes, coffee shops, sandwich shops, ice cream parlors,
taverns, cocktail lounges and similar uses. Related definitions are contained in subsections (45)
and (136).
Reserved.
Reserved.
Reserved.
"Enclosed" means a covered space fully surrounded by walls, including windows, doors, and
similar openings or architectural features, or an open space of less than 9.3 square meters (one
hundred square feet) fully surrounded by a building or walls exceeding 2.4 meters (eight feet) in
height.
(51.5)
(52)
(53)
An illustration may be found at the end of this chapter in a printed edition of this code.
"Envelope" means the three-dimensional spatial configuration ofa building’s volume and mass.
"Equipment yard" means a use providing for maintenance, servicing, or storage of motor vehicles,
equipment, or supplies, or for the dispatching of service vehicles; or distribution of supplies or
construction materials required in connection with a business activity, public utility service,
transportation service, or similar activity. "Equipment yard" includes a construction materials
yard, corporation yard, vehicular service center or similar use.
"Facility" means a structure, building or other physical contrivance or object.
(A) "Accessory facility" means a facility which is incidental to, and customarily associated
with, a specified principal facility, and which meets the applicable conditions set forth in
Chapter 18.88.
(B)"Noncomplying facility" means a facility which is in violation of any of the site
development regulations or other regulations established by this title, but was lawfully
existing on July 20, 1978, or any amendments to this title, or the application of any
district to the property involved by reason of which adoption or application the facility
010904 syn 0090971 C- 19
(54)
(55)
(56)
*(57)
became noncomplying. (For the definition for "nonconforming use" see subsection
(143)(B)).
(C)"Principal facilities" means a main building or other facility which is designed and
constructed for or occupied by a principal use.
"Family" means an individual or group of persons living together who constitute a bona fide single
housekeeping unit in a dwelling unit. "Family" shall not be construed to include a fraternity,
sorority, club, or other group of persons occupying a hotel, lodginghouse, or institution of any
kihd.
"Farmers’ market" means a market certified by the state or county agricultural commission under
Title 3, Chapter 3, Article 6.5 of the California Administrative Code which allows direct retail sale
by farms to the public of such items as fruits, vegetables, nuts, eggs, honey, nursery stock, cut
flowers, live animals and inspected meats and seafood.
"Financial service" means a use providing financial services to individuals, firms, or other entities.
The term "financial service" includes banks, savings and loan institutions, loan and lending
institutions, credit unions and similar services.
"Floor area ratio" means the maximum ratio of gross floor area on a site to the total site area.
*An illustration may be found at the end of this chapter in a printed.edition of this code.
(57.5)
(58)
(59)
(60)
(61)
(62)
(63)
(64)
(64.5)
(65)
"Footprint" means the two-dimensional configuration ofa building’s perimeter boundaries as
measured on a horizontal plane at ground level.
"Full cash value" has the meaning assigned to it in the Revenue and Taxation Code for property
taxation purposes.
Reserved.
Reserved.
"General business office" means a use principally providing services to individuals, firms, or other
entities, including but not limited to real estate, insurance, property management, title companies,
investment, personnel, travel, and similar services, and including business offices of public
utilities or other activities when the service rendered is that customarily associated with
administrative office services.
"General district" means a district created by this title establishing basic regulations governing
land use and site development. Not more than one general district designation shall apply to the
same portion of a lot.
"General business service" means a use engaged in sales, servicing, installation, and repair
services, or the performance of activities and services of the general nature described in this
section, including printing, blueprinting and publishing, commercial bakeries, creameries or
catering, cabinetry and furniture repair, bulk cleaning and laundry services (including a service
that provides cleaning or laundry services for cleaning and laundry stations on other sites), .lumber,
plumbing, electrical, sheet metal, and other construction and building materials, and autombbile
parts and supplies.
"Grade" means the lowest point of adjacent ground elevation of the finished surface of the ground
paving, or sidewalk, excluding areas where grade has been raised by means ofa berm, planter box,
or similar landscaping feature, unless required for drainage, within the area between the building
and the properly line, or when the property line is more than five feet from the building, between
the building and a line five feet from the building. In building areas with natural slopes in excess
often percent, "grade" shall mean the adjacent ground elevation of the finished or existing grade,
whichever is lower.
"Grandfathered" means a designation established by means of a "grandfather clause," exempting a
class of uses or structures from the otherwise currently applicable provisions of this title, because
such uses or structures conformed with earlier applicable provisions of this title, prior to the
enactment of subsequent provisions.
(A) "Gross floor area" means the total area of all floors of a building measured to the outside
surfaces of exterior walls, and including the following:
(i)Halls;
(ii)Stairways;
(iii)Elevator shafts;
(iv)Service and mechanical equipment rooms;
010904 syn 0090971 C-20
(66)
(67)
(v)Basement, cellar or attic areas deemed usable by the chief building official;
(vi)Open or roofed porches, arcades, plazas, balconies, courts, walkways, breezeways or
porticos if located above the ground floor and used for required access;
(vii)Permanently roofed, but either partially enclosed or unenclosed, building features used
for sales, service, display, storage or similar uses;
(viii) In residential districts, all roofed porches, arcades, balconies, porticos, breezeways or
similar features when located above the ground floor.
(B)Gross floor area shall not include the following:
(i) Parking facilities accessory to a permitted or conditional use and located on the
same site;
(ii)Roofed arcades, plazas, walkways, porches, breezeways, porticos, and similar
features not substantially enclosed by exterior walls, and courts, at or near street
level, when accessible to the general public and not devoted to sales, service,
display, storage or similar uses.
(iii)Except in the CD District and in areas designated as special study areas, minor
additions of floor area approved by the director of planning and community
environment for purposes of resource conservation or code compliance, upon
the determination that such minor additions will increase compliance with
environmental health, safety or other federal, state or local standards. Such
additions may include, but not be limited to, the following:
a. Area designed for resource conservation, such as trash compactors,
recycling and thermal storage facilities;
b.Area designed and required for hazardous materials stbrage facilities,
handicapped access or seismic upgrades;
(iv)In commercial and industrial districts except in the CD District and in areas
designated as special study areas, additions of floor area designed and used
solely for on-site employee amenities for employees of the facility, approved by
the director of planning and community environment, upon the determination
that such additions will facilitate the reduction of employee vehicle use. Such
additions may include, but not be limited to, recreational facilities, credit unions,
cafeterias and day care centers.
(C)In the R-1 and R-E single-family residence districts, "gross floor area" means the total
covered area of all floors of a main structure and accessory structures greater than one
hundred twenty square feet in area, including covered parking and stairways, measured to
the outside surface of exterior walls, subject to the following exceptions:
(i) Floor area where the distance between the floor and the roof directly above it
measures 5.18 meters (seventeen feet) or more, shall be counted twice;
(ii)Floor area where the distance between the floor and the roof directly above it
measures 7.92 meters (twenty-six feet) or more shall be counted three times;
(iii)Basements where the finished level of the first floor is not more than .91 meters
(three feet) above the grade around the perimeter of the building foundation,
shall be excluded from the calculation of gross floor area, provided that
lightwells, stairwells and other excavated features comply with the provisions of
Section 18.10.050(m), 18.12.050(o), 18.17.050(p), or 18.19.050(0), as
applicable; and
(iv)60.69 square meters (two hundred square feet) of unusable third floor
equivalent, such as attic space, shall be excluded from the calculation of gross
floor area.
(v)Carports shall be counted toward the maximum allowable floor area ratio
requirements.
"Guest cottage" means an accessory building containing a lodging unit without kitchen facilities,
and used to house occasional visitors or nonpaying guests of the occupants of a dwelling unit on
the same site.
"Height" means the vertical distance above grade to the highest point of the coping of a fiat roof or
to the deck line of a mansard roof or to the average height of the highest gable of a pitched or
hipped roof, except that in the R-I, R-2 and RMD Districts the height of a pitched or hipped roof
010904 s.~an 0090971 (~-2 1
(68)
(69)
(70)
(71)
(72)
(73)
(74)
(75)
(76)
(77)
(78)
(79)
(80)
(81)
(82)
(83)
(84)
shall be measured to the height of the peak or highest ridge line. The height of a stepped or
terraced building is the maximum height of any segment of the building.
Reserved.
Reserved.
Reserved.
"Home occupation" means an accessory activity conducted in a dwelling unit solely by the
oc.cupants thereof, in a manner incidental to residential occupancy, in accord with the provisions
of this title. (For further provisions, see regulations for home occupations in Section 18.88.130.~
"Hospital" means a facility providing medical, psychiatric, or surgical services for sick or injured
persons primarily on an in-patient basis, and including ancillary facilities for outpatient and
emergency treatment, diagnostic services, training, research, administration, and services to
patients, employees, or visitors.
"Hotel" means a facility containing rooms or groups of rooms, generally without individual
kitchen facilities, used or intended to be used for use by temporary overnight occupants, whether
on a transient or residential occupancy basis, and whether or not eating facilities are available on
the premises. "Hotel" includes a motel, motor hotel, tourist court, or similar use, but does not
include mobile home parks or similar use.
"Impervious area’’ means the portion of land on a lot that is covered by structures, paved surfaces,
uncovered porches or similar cover and is incapable of being penetrated by water under normal
circumstances.
"Kitchen" means a room designed, intended or used for the preparation of food.
"Landscaping" means an area devoted to or developed and maintained with native or exotic
plantings, lawn, ground cover, gardens, trees, shrubs, and other plant materials, decorative outdoor
landscape elements, pools, fountains, water features, paved or decorated surfaces of rock, stone,
brick, block, or similar material (excluding driveways, parking, loading, or storage areas), and
sculptural elements.
"Liquor store" means a use requiring a State of California "off-sale general license" (sale for off-
site consumption of wine, beer, and/or hard liquor) and having fifty percent or more of total dollar
sales accounted for by beverages covered under the off-sale general license.
Reserved.
Reserved.
Reserved.
"Loading space" means an area used for loading or unloading of goods from a vehicle in
connection with the use of the site on which such space is located.
"Lodging" means the furnishing of rooms or groups of rooms within a dwelling unit or an
accessory building to persons other than members of the family residing in said dwelling unit, or
in the case of an accessory building, a dwelling unit on the same site, for overnight occupancy on a
residential occupancy basis, whether or not meals are provided to such persons. Lodging shall be
subject to the residential density requirements of the district in which the use is located.
"Lodging unit" means a room or group of rooms not including a kitchen, used or intended for use
by overnight occupants as a single unit, whether located in a hotel or a dwelling unit providing
lodging. Where designed or used for occupancy by more than two persons, each two-person
capacity shall be deemed a separate lodging unit. For the purpose of determining residential
density, each two lodging units shall be considered the equivalent of one dwelling unit.
"Lot" or "site" means a parcel of land consisting of a single lot of record, used or intended for use
under the regulations of this title as one site for a use or group uses.
*(A)"Corner lot" means a lot abutting two or more streets having an angle of intersection of
one hundred thirty-five degrees or less. A lot abutting on a curved street or streets shall
be considered a corner lot if straight lines drawn from the intersections of the side lot
lines with the street lines to the midpoint of the street frontage meet at an interior angle of
one hundred thirty-five degrees or less.
An illustration may be found at the end of this chapter in a printed edition of this code.
*(B)"Flag lot" means an interior lot on which the buildable area is located to the rear of a lot
abutting a street, and which has access to the same street by means of a narrow driveway.
C-22
010904 syn 0090971
*An illustration may be found at the end of this chapter in a printed edition of this code.
*(C) "Interior lot" means a lot abutting one street.
An illustration may be found at the end of this chapter in a printed edition of this code.
*(D)"Through lot" means a lot other than a comer lot abutting more than one street.
An illustration may be found at the end of this chapter in a printed edition of this code.
(85)
(86)
*(87)
"Lot area" means the area of a lot measured horizontally between bounding lot lines, but excluding
any portion of a flag lot providing access to a street and lying between a front lot line and the
street, and excluding any portion of a lot within the lines of any natural watercourse, river, stream,
creek, waterway, channel, or flood control or drainage easement and excluding any portion of a lot
within a street right-of-way whether acquired in fee, easement, or otherwise.
"Lot coverage" encompasses the following definitions:
(A) "Single-family residential use" means the total land area within a site that is covered by
buildings, including all projections except the exterior or outermost 1.2 meters (four feet)
of any cave or roof overhang, but excluding ground level paving, landscaping features,
and open recreational facilities.
(B)"All other uses except single-family residential" means the total land area within a site
that is covered by buildings, excluding all projections, ground level paving, landscaping
features, and open recreational facilities.
(C)Except in the CD District and areas designated as special study areas, the director of
planning and community environment may permit minor additions of floor area to
facilities that exceed lot coverage limits, for purposes of resource conservation or code
compliance, upon the determination that such minor additions will increase site
compliance with environmental health and safety standards. Such additions may include,
but not be limited to, the following:
(i) Area designed for resource conservation, such as trash compactors, recycling
and thermal storage facilities;
(ii)Area designed and required for hazardous materials storage facilities,
handicapped access and seismic upgrades.
(D)In commercial and industrial districts except in the CD District and in areas designated as
special study areas, the director of planning and community environment may permit
additions of floor area that exceed lot coverage limits upon the determination that such
additions are designed and used solely for providing on-site employee amenities for
employees of the facility and will facilitate the reduction of employee vehicle use. Such
additions may include, but not be limited to, recreational facilities, credit unions,
cafeterias and day care facilities.
"Lot depth" means the horizontal distance from the midpoint of the front lot line to the midpoint of
the rear lot line, or to the most distant point on any other lot line where there is no rear lot line.
An illustration may be found at the end of this chapter in a printed edition of this code.
(88)
(89)
(90)
(91)
Reserved.
Reserved.
Reserved.
"Lot line" means any boundary of a lot.
*(A)"Front lot line" means, on an interior lot, the lot line abutting a street, or, on a comer lot, the
shorter lot line abutting a street, or, on a through lot, the lot line abutting the street providing the
primary access to the lot, or, on a flag lot, the interior lot line most parallel to and nearest the street
from which access is obtained.
An illustration may be found at th6 end of this chapter in a printed edition of this code.
*(B) "Interior lot line" means any lot line not abutting a street.
010904 syn 0090971 C-23
*(C)
An illustration may be found at the end of this chapter in a printed edition of this code.
"Rear lot line" means the lot line not intersecting a front lot line which is most distant from and
most closely parallel to the front lot line. A lot bounded by only three lot lines will not have a rear
lot line.
An illustration may be found at the end of this chapter in a printed edition of this code.
*(D)"Side lot line" means any lot line which is not a front or rear lot line.
*An illustration may be found at the end of this chapter in a printed edition of this code.
*(E)
(92)
*(93)
*
(94)
(95)
(96)
(97)
(98)
(99)
(100)
(10~)
(102)
(102.5)
(103)
"Street lot line" means any lot line abutting a street.
An illustration may be found at the end of this chapter in a printed edition of this code.
"Lot of record" means a lot which is part of a subdivision recorded in the office of the county
recorder, or a lot or parcel described by metes and bounds which has been so recorded.
"Lot width" means the horizontal distance between side lot lines, measured at the required front
setback line.
An illustration may be found at the end of this chapter in a printed edition of this code.
"Manufacturing" means a use engaged in the manufacture, predominantly from previously
prepared materials, of finished products or parts, including processing, fabrication, assembly,
treatment, and packaging of such products, and incidental storage, sales, and distribution of such
products, but excluding basic industrial processing of extracted or raw materials, processes
utilizing inflammable or explosive materials (i.e., materials which ignite easily under normal
manufacturing conditions), and processes which create hazardous or commonly recognized
offensive conditions.
"Medical office" means a use providing consultation, diagnosis, therapeutic, preventive, or
corrective personal treatment services by doctor, dentists, medical and dental laboratories, and
similar practitioners of medical and healing arts for humans, licensed for such practice by the state
of California and including services related to medical research, testing and analysis but excluding
use of hazardous materials in excess of allowances contained in Title 17 of this code.
"Mobile home (manufactured housing)" means a structure, transportable in one or more sections,
which is built on a permanent chassis and designed to be used as a dwelling with or without a
permanent foundation when connected to the required utilities, and including the plumbing,
heating, air-conditioning, and electrical systems contained therein.
"Mobile home park" means a residential facility arranged or equipped for the accommodation of
two or more mobile homes, with spaces for such mobile homes available for rent, lease, or
purchase, and providing utility services and other facilities either separately or in common to
mobile home spaces therein.
Reserved.
Reserved.
Reserved.
"Motel" is defined in subsection (73).
"Multiple-family use" means the use of a site for three or more dwelling units, which may be in
the same building or in separate buildings on the same site.
"Neighborhood business service" means a use occupying two thousand five hundred square feet or
less, which is engaged in sales, servicing, installation and repair service, excluding vehicular
repair and service, which does not generate noise, fumes or truck traffic greater than that normally
associated with neighborhood-serving uses, or the performance of activities and services of the
general nature described in this section. Such uses may include, but not be limited to, reproduction
and copying, catering, cleaning, laundry services, home repair and remodeling supplies and sales,
cabinetry and furniture repair.
"Neighborhood recreational center" means a privately owned or operated use providing, primarily
for residents of the surrounding area, facilities for recreational or cultural activities, including
lessons and instructions incidental thereto.
C-24010904 syn 0090971
(~o4)
(105)
(106)
(107)
(lO8)
(109)
(l~O)
(111)
(112)
(113)
(114)
(115)
(116)
"Net floor area" means the net enclosed floor area used or capable of use for any activit3’,
excluding walls, stairways, elevator shafts, service and mechanical equipment rooms, corridors or
halls providing common access to more than one use, and unenclosed porches or balconies.
"Open" means a space on the ground or on the roofofa structure, uncovered and unenclosed.
"Opposite," as used with respect to relative location of two sites, means property which is
separated less than 30.5 meters (one hundred feet) by a street, alley, creek, drainageway, or other
separately owned right-of-way, and which would be considered abutting based on projection of
side lot lines to the centerline of such separating right-of-way.
"Outdoor recreation service" means a privately owned or operated use providing facilities for
outdoor recreation activities, including golf, tennis, swimming, riding, or other outdoor sport or
recreation, operated predominantly in the open, except for accessory or incidental enclosed
services or facilities.
Reserved.
Reserved.
"Parking as a principal use" means a use providing parking and storage of motor vehicles on a
profit or nonprofit basis, as a principal use and not accessory to a permitted or conditional use.
"Parking facility" means an area on a lot or within a building, or both, including one or more
parking spaces, together with driveways, aisles, turning and maneuvering areas, clearances, and
similar features, and meeting the requirements established by this title. "Parking facility" includes
parking lots, garages, and parking structures.
(A) "Temporary parking facility" means parking lots which are not required under this
chapter and which are intended as interim improvements of property subject to removal
at a later date.
"Parking space" means an area on a lot or within a building used or intended for use for parking of
a motor vehicle, having permanent means of access to and from a public street or alley
independently of any other parking space, and located in a parking facility meeting the
requirements established by this title. "Parking space" is equivalent to the term "parking stall" and
does not include driveways, aisles, or other features comprising a parking facility as defined in this
chapter.
"Patio cover" is defined in subsection (24), Canopy.
"Personal service" means a use providing services of a personal convenience nature, and cleaning,
repair or sales incidental thereto, including:
(A)Beauty shops and barbershops;
(B)Shoe repair;
(C)Self-service laundry and cleaning services; laundry and cleaning pick-up stations where
all cleaning or servicing for the particular station is done elsewhere; and laundry and
cleaning stations where the cleaning or servicing for the particular station is done on site,
utilizing equipment meeting any applicable Bay Area Air Quality Management District
requirements, so long as no cleaning for any other station is done on the same site,
provided that the amount of hazardous materials stored does not at any time exceed the
threshold which would require a permit under Title 17 (Hazardous Materials Storage) of
this code;
(D)Repair and fitting of clothes and personal accessories;
(E)Quick printing services where printing for the particular service is done on site, so long as
no quick printing for any other printing se~ice is done on the same site;
(F)Copying services;
(G)Film processing shops, including shops where development processing for the particular
shop is done on site, so long as no development processing for any other shop is done on
the same site;
(H)Art, dance or music studios.
"Private educational facility" means a privately owned school, including schools owned and
operated by religious organizations, offering instruction in the several branches of learning and
study required to be taught in the public schools by the Education Code of the State of California.
"Professional office" means a use providing professional or consulting services in the fields of
law, architectu~:e, design, engineering, accounting, and similar professions, including associated
product testing and prototype development, but excluding product manufacturing or assembly and
C-25010904 s.~an 0090971
excluding use of hazardous materials in excess of the allowances contained in Title 17 of this
code.
(117)"Projection" means architectural elements, not part of the main building support, that cantilever
from a single building wall or roof, involving no supports to the ground other than the one
building wall from which the element projects.
(118)"Property" means realproperty which includes the land, that which is affixed to the land, and that
which is incidental or appurtenant to the land, as defined in Civil Code Sections 658 - 662.
(119)"Queue line" means an area for parking and lining of motor vehicles while awaiting a service
other activity.
(120)"Recreational vehicle" means a vehicle towed or self-propelled on its own chassis or attached to
the chassis of another vehicle and designed or used for temporary dwelling, recreational or
sporting purposes. The term "recreational vehicle" includes, but is not limited to, travel trailers,
pickup campers, camping trailers, motor coach homes, converted trucks and buses and boats and
boat trailers.
(121)"Recycling center" means facilities appurtenant and exterior to an otherwise allowed use, which
are utilized for collection of recyclable materials such as metal, glass, plastic, and paper stored in
mobile vehicles-or trailers, permanent storage units, or in bulk reverse vending machines
exceeding fifty cubic feet in size.
(122)"Religious institution" means a seminary, retreat, monastery, conference center, or similar use for
the conduct of religious activities, including accessory housing incidental thereto, but excluding a
private educational facility. Any such use for which a property tax exemption has been obtained
pursuant to Section 3(f) of Article XIII of the Constitution of the State of California, and Section
206 of the Revenue and Taxation Code of the State of California. or successor legislation, or
which is used in connection with any church which has received such an exemption, shall be
prima facie presumed to be a religious institution.
(123)"Research and development" means a use engaged in study, testing, design, analysis, and
experimental development of products, processes, or services, including incidental manufacturing
of products or provisions of services to others.
(124)Residential care home" means use of a dwelling unit or portion thereof licensed by the state of
California or county of Santa Clara, for care of up to six persons, including overnight occupancy
or care for extended time periods, and including all uses defined in Sections 5115 and 5116 of the
California Welfare and Institutions Code, or successor legislation.
(125)"Retail service" means a use engaged in providing retail sale, rental, service, processing, or repair
of items primarily intended for consumer or household use, including but not limited to the
following: groceries, meat, vegetables, dairy products, baked goods, candy, and other food
products; liquor and bottled goods, household cleaning and maintenance products; drugs, cards,
and stationery, notions, books, tobacco products, cosmetics, and specialty items; flowers, plants,
hobby materials, toys, household pets and supplies, and handcra~ed items; apparel, jewelry,
fabrics, and like items; cameras, photography services, household electronic equipment, records,
sporting equipment, kitchen utensils, home furnishing and appliances, art supplies and framing,
arts and antiques, paint and wallpaper, carpeting and floor covering, interior decorating services,
office supplies, musical instruments, hardware and homeware, and garden supplies; bicycles;
mopeds and automotive parts and accessories (excluding service and installation); cookie shops,
ice cream stores and delicatessens.
(A) "Extensive retail service," as used with respect to parking requirements, means a retail
sales use having more than seventy-five percent of the gross floor area used for display,
sales, and related storage of bulky commodities, including household furniture and
appliances, lumber and building materials, carpeting and floor covering, air conditioning
and heating equipment, and similar goods, which uses have demonstrably low parking
demand generation per square foot of gross floor area.
(B)"Intensive retail service" as used with respect to parking requirements, means any retail
service use not defined as extensive retail service.
(126)"Reverse vending machine" means a mechanical device which accepts one or more types of empty
beverage containers and issues a cash refund or credit slip.
*(127)"Screened" means shielded, concealed and effectively hidden from view at an elevation up to 2.4
meters (eight feet) above ground level on adjoining sites, or from adjoining streets, within 3.0
C-26010904 syn 0090971
(128)
(129)
(130)
(132)
(133)
(134)
(135)
(136)
(137)
(138)
(139)
(140)
(141)
(142)
(143)
meters (ten feet) of the lot line, by a fence, wall, hedge, berm, or similar structure, architectural or
landscape feature, or combination thereof.
An illustration may be found at the end of this chapter in a printed edition of this code.
"Setback line" means a line within a lot parallel to a corresponding lot line, which is the boundary
of any specified front, side or rear yard, or the boundary of any public right-of-way whether
acquired in fee, easement, or otherwise, or a line otherwise established to govern the location of
buildings, structures, or uses. Where no minimum front, side or rear yards are specified, the
setback line shall be coterminous with the corresponding lot line. (See Chapter 20.08 of the Palo
Alto Municipal Code for setback map regulations.)
Reserved.
Reserved.
(13 l) "Shopping center" means a group of commercial establishments, planned, developed,
owned, or managed as a unit, with off-street parking provided on the site, and having a total gross
floor area of not less than 92,903 square meters (one million square feet) and a total site area of
not less than 20.3 hectares (fifty acres).
"Single-family use" means the use of a site for only one dwelling unit.
"Site" is defined in subsection (84).
"Structure" means that which is built or constructed, an edifice or building of any kind, or any
piece of work artificially built up or composed of parts joined together in some definite manner.
(For further provisions, see the definition for "facility," subsection (53).)
"Studio dwelling unit, efficiency dwelling unit" means a dwelling unit consisting of a single
habitable room for living and sleeping purposes, plus ancillary kitchen and bath facilities.
"Take-out service" means a characteristic of an eating or drinking service which encourages, on a
regular basis, consumption of food or beverages, such as prepared or prepackaged items, outside
of a building, in outdoor seating areas where regular table service is not provided, in vehicles
parked on the premises, or off-site.
"Transportation terminal" means a depot, terminal, or transfer facility for passenger transportation
services.
Reserved.
Reserved.
Reserved.
"Two-family use" means the use of a site for two dwelling units, which may be within the same
building or separate buildings.
"Usable open space" means outdoor or unenclosed area on the ground, or on a roof, balcony, deck,
porch, patio or terrace, designed and accessible for outdoor living, recreation, pedestrian access,
landscaping or any required front or street side yard, but excluding parking facilities, driveways,
utility or service areas.
"Use" means the conduct of an activity, or the performance of a function or operation on a site or
in a building or facility.
(A) "Accessory use" means a use which is incidental to, and customarily associated with a
specified principal use, and which meets the applicable conditions set forth in Chapter
18.88.
(B)"Nonconforming use" means a use which is not a permitted use or conditional use
authorized within the district in which it is located, but which was lawfully existing on
July 20, 1978, or the date of any amendments hereto, or the application of any district to
the property involved, by reason of which adoption or application the use became
nonconforming. (For further provisions, see the definition of "noncomplying facility" in
subsection (53).)
(C)"Principal use" means a use which fulfills a primary function of a household,
establishment, institution, or other entity.
(D)"Permitted use" means a use listed by the regulations of any particular district as a
permitted use within that district, and permitted therein as a matter of right when
conducted in accord with the regulations established by this title.
(E)"Conditional use" means a use, listed by the regulations of any particular district as a
conditional use within that district and allowable therein, solely on a discretionary and
C-27010904 s.~aa 0090971
(144)
*(145)
(146)
(147)
conditional basis, subject to issuance of a conditional use permit, and to all other
regulations established by this title.
(F) "Change of use" is defined in subsection (26).
"Warehousing" and "distribution" means a use engaged in storage, wholesale, and distribution of
manufactured products, supplies, and equipment, but excluding bulk storage of materials which
are inflammable or explosive or which create hazardous or commonly recognized offensive
conditions.
"Watercourse bank" means the side of a watercourse the top of which shall be the topo~aphic line
roughly parallel to stream centerline where the side slopes intersect the plane of the ground
traversed by the watercourse. Where banks do not distinguishably end, the surrounding country
being an extension of the banks, the top of such banks shall be defined as determined by the
building official.
An illustration may be found at the end of this chapter in a printed edition of this code.
"Yard" means an area within a lot, adjoining a lot line, and measured horizontally, and
perpendicular to the lot line for a specified distance, open and unobstructed except for activities
and facilities allowed therein by this title.
*(A)"Front yard" means a yard measured into a lot from the front lot line, extending the full
width of the lot between side lot lines intersecting the front lot line.
*An illustration may be found at the end of this chapter in a printed edition of this code.
*(B)"Interior yard" means a yard adjoining an interior lot line.
An illustration may be found at the end of this chapter in a printed edition of this code.
*(c)"Rear yard" means a yard measured into a lot from the rear lot line, extending between
the side yards; provided, that for lots having no defined rear lot line, the rear yard shall be
measured into the lot from the rearmost point of the lot depth to a line parallel to the front
lot line.
An illustration may be found at the end of this chapter in a printed edition of this code.
*(D)"Side yard" means a yard measured into a lot from a side lot line, extending between the
front yard and rear lot line.
An illustration may be found at the end of this chapter in a printed edition of this code.
*(E)"Street yard" means a yard adjoining a street lot line.
An illustration may be found at the end of this chapter in a printed edition of this code.
"Youth club" means a recreational use, operated on a profit or nonprofit basis, for supervised
youth involving dancing or social gathering as a principal activity but prohibiting sale or
consumption of alcoholic beverages.
C-28
010904 syn 0090971
Chapter 18.12 R-I SINGLE-FAMILY RESIDENCE DISTRICT REGULATIONS
Sections:
18.12.010
18.12.020
18.12.030
18.12.040
18.12.050
18.12.055
18.12.060
18.12.070
18.12.080
18.12.090
Specific purposes.
Applicability of regulations.
Permitted uses.
Conditional uses.
Site development regulations.
Si~e development regulations for substandard lots.
Parking and loading.
Special requirements.
Permitted yard encroachments.
Reserved.
18.12.010 Specific purposes.
The R-I single-family residence districts are intended to create, preserve, and enhance areas suitable for
detached dwellings with a strong presence of nature and with open space affording maximum privacy and
opportunities for outdoor living and children’s play. Minimum site area requirements are established to create and
preserve variety among neighborhoods and to relate open space to existing and permitted building coverage.
18.12.020 Applicability of regulations.
The specific regulations of this chapter and the additional regulations and procedures established by
Chapters 18.83 to 18.99, inclusive, shall apply to all R-I single-family residence districts. Additionally, special
building site combining district regulations set forth in Chapter 18.15 may apply within portions of ~he R-1 district.
18.12.030
facilities
fixtures;
Permitted uses.
The following uses shall be permitted in the R-1 single-family residence district:
(a) Accessory facilities and uses customarily incidental to permitted uses; provided, that accessory
built aider the effective date of the ordinance codified herein shall have no more than two plumbing
(b)
(c)
(d)
(e)
(0(g)
Home occupations, when accessory to permitted residential use;
Horticulture, gardening, and growing of food products for consumption by occupants of the site;
Single-family use;
Residential care homes;
Mobile homes (manufactured housing) on permanent foundations;
Small and large family day care homes.
18.12.040 Conditional uses.
The following uses may be conditionally allowed in the R-1 single-family residence district, subject to
issuance of a conditional use permit in accord with Chapter 18.90:
(a)Churches and religious institutions;
(b)Community centers;
(c)Day care centers and large adult day care homes;
(d)Outdoor recreation services;
(e)Private educational facilities;
(f)Temporary uses, subject to regulations established by Chapter 18.90;
(g)Utility facilities essential to provision of utility services to the neighborhood, but excluding
business offices, construction or storage yards, maintenance facilities, or corporation yards;
(h) A second detached single-family dwelling unit; provided, that in addition to the site development
regulations specified for the R-1 or R-1 special residential building site combining district, all the following
conditions are met:
(1) The minimum site area must be thirty-five percent larger than the minimum site area required in
the respective R-1 or R-1 combining district. In the case of a flag lot, the lot must be thirty-five percent larger than
the minimum flag lot size established by Section 21.20.300 for the respective R-I or R-1 combining district,
(2) The second dwelling unit must be separated from the original dwelling unit and from any other
accessory building by a minimum distance of 3.7 meters (twelve feet),
(3) The second dwelling unit must be limited in size to nine hundred square feet of living area plus
two hundred square feet of covered parking area, and shall be limited in height to one story and a maximum height
C-29010904 s.~a 0090971
of 5.1817 meters (seventeen feet), as measured to the highest point of the building. The zoning administrator may
allow the second dwelling unit to exceed the story and height restrictions, not to exceed the general site development
restrictions of this chapter, where the first story of a two story structure is a garage or similar use, upon making the
following findings in addition to the findings required under Chapter 18.90:
(A) There are exceptional or extraordinary circumstances or conditions applicable to the property
involved that do not apply generally to property in the R-I district that meets the minimum size requirements for a
second dwelling unit; and
(B) Approval of the additional height is desirable for the preservation of an existing architectural style
or neighborhood character, which would not otherwise be accomplished through the strict application of the
provisions of this chapter; and
(C) Approval of the additional height will not be detrimental or injurious to property or improvements
in the vicinity and will not be detrimental to the public health, safety, general welfare, or convenience.
(4) The second dwelling shall have street access from a driveway in common with the main residence
in order to prevent new curb cuts, excessive paving and elimination of street trees,
(5) The second dwelling shall be architecturally compatible with the main residence, with respect to
style, roof pitch, color and materials; and the additional parking shall be screened to off-site views by means of
vegetation or fencing,
(6) The second dwelling shall be designed so as to permit a minimum of two hundred square feet of
usable open space for each dwelling unit; provided, however, such open space may be combined or separate, so long
as a minimum of two hundred square feet is directly accessible from each unit; and provided, further, for the
purposes of this section, usable open space shall not include any required front or street side yard;
(i) Accessory buildings with more than two plumbing fixtures; provided, that the accessory building
is not located in a required setback.
18.12.050 Site development regulations.
The following site development regulations shall apply in the R-1 single-family residence district.
Modifications of some regulations may be applicable if the R-1 single-family residence district is combined with the
special building site combining district. More restrictive regulations may be recommended by the architectural
review board and approved by the director ofplanningand community environment, pursuant to Chapter 16.48:
(a)Site Area. The minimum site area shall be 557 square meters (six thousand square feet).
(b)Site Width. The minimum site width shall be 18.3 meters (sixty feet).
(c)Site Depth. The minimum site depth shall be 30.5 meters (one hundred feet).
(d)Front Yard. The minimum front yard ("setback") shall be 6.1 meters (twenty feet).
(e)Rear Yard. The minimum rear yard ("setback") shall be 6.1 meters (twenty feet).
(f)Side Yards. The following side yard regulations shall apply:
(1)The minimum interior side yard shall be 1.8 meters (six feet).
(2)The minimum street side yard shall be 4.9 meters (sixteen feet).
(g)Residential Density. Not more than one single-family dwelling shall be permitted on any site,
except as allowed under 18.12.040(h).
(h)Site coverage is regulated as follows:
(1)The maximum building site coverage shall be thirty-five percent of the site area.
(2)Covered patios and overhangs otherwise in compliance with all applicable laws may cover five
percent of the site area in addition to the maximum site coverage of thirty-five percent prescribed in subdivision (I).
(3) The covering of a court is exempt from the calculation of site coverage provided that the court
existed prior to July 20, 1978.
(i)Floor Area Ratio. The maximum allowable floor area ratio shall be as follows:
(1)For lots five thousand square feet or less, the maximum floor area ratio shall be .45.
(2)For lots in excess of five thousand square feet, the maximum floor area ratio shall be .45 for the
first five thousand square feet and .30 for all square footage in excess of five thousand square feet.
(3) Notwithstanding subsections (i)(1) and (2) the maximum allowable house size shall be six
thousand square feet.
(j)Height.
(1)General. The maximum height shall be 9.14 meters (thirty feet) as measured to the peak of the
roof.
(2) Daylight Plane. No structures except those described in subsections (A), (B) and (C) of this
subsection (2) shall extend beyond a daylight plane having a height of 3.05 meters (ten feet) at each side lot line and
010904 syn 0090971
C-30
an angle of forty-five degrees, nor beyond a daylight plane having a height of 4.88 meters (sixteen feet) atthe front
or rear setback line and an angle of sixty degrees.
(A)Television and radio antennas; chimneys and flues:
(B)Dormers, roof decks, gables or similar architectural features; provided that the horizontal length of
all such features shall not exceed a combined total of 4.57 meters (fifteen feet) on each side, nor shall the height of
such features exceed 7.3 meters (twenty-four feet);
(C) Cornices, eaves, and similar architectural features, excluding flat or continuous walls or enclosures
of usable interior sphce, may extend into a required daylight plane a distance not exceeding 0.6 meters (two feet):
Chimneys may extend into the required daylight plane a distance not to exceed the minimum allowed pursuant to
Chapter 16.04 of this code.
Upon request by the building official, any person building or making improvements to a structure shall’
provide a certification that the structure, as built, complies with the daylight plane provisions of this subsection (2).
Such certification shall be prepared by a licensed engineer, architect or surveyor and shall be provided prior to frame
inspection.
(k) Accessory Facilities and Uses. Regulations governing accessory facilities and uses, and governing
the application of site development regulations in specific instances, are established by Chapter 18.88 of this title.
(1) Lighting. Recreational and security lighting shall be permitted only so long as the lighting is
shielded so that the direct light does not extend beyond the property where it is located. From the effective date of
the ordinance codified in this section, both recreational and security lighting, if free-standing, shall be restricted to
twelve feet in height.
(m) Garage Doors. For garages located within 15.24 meters (fifty feet) from a street frontage, on lots
less than 22.86 meters (seventy-five feet) in width, the total combined width of garage doors which face the street at
an angle of ninety degrees shall not exceed 6.1 meters (twenty feet).
(n) Special Setbacks. Where applicable, setback lines imposed by a special setback map pursuant to
Chapter 20.08 of this code shall be followed for the purpose of determining legal setback requirements.
(o) Basements. Basements shall be permitted in areas that are not designated as special flood hazard
areas, and may extend to, but not beyond, the building footprint. Basement area shall generally not be included in
the calculation of gross floor area, except that basement area that is deemed to be habitable space shall be included
as gross floor area unless the finished level of the first floor is no more than three feet above the grade around the
perimeter of the building foundation. Excavated features shall not affect the measurement of the grade for the
purposes of determining basement gross floor area, so long as such features meet the following provisions:
(1) Excavated features along the perimeter of a basement, such as lightwells and stairwells, shall not
affect the measurement of grade, provided that:
(A)Such features shall not be located in the front of the building;
(B)Such features shall not exceed .91 meters (three feet) in width;
(C)The cumulative length of all such features shall not exceed 7.58 meters (twenty-five feet);
(D)Such features shall not extend more than 0.6 meters (two feet) into a required side yard nor more
than 1.2 meters (four feet) into a required rear yard; further, the cumulative length of any features or portions of
features that extend into a required side or rear yard shall not exceed 4.6 meters (fifteen feet) in length;
(E) Prior to issuance of a building permit, the owner shall provide satisfactory evidence to the
planning division that any features or portions of features that extend into a required side or rear yard will not be
harmful to any mature trees on the subject property or on abutting properties;
(F) Such features shall either require installation of a drainage system that meets the requirements of
the public works department, or shall be substantially sheltered from the rain by a roof overhang or canopy of a
permanent nature.
(2) Excavated areas along the perimeter of a basement, such as below grade patios and sunken
gardens, that exceed the dimensions set forth in subsection (1) shall not affect the measurement of grade, provided
that:
(A)The excavated area shall not be located in the front of the building;
(B)The excavated area shall not exceed a total of two hundred square feet, a substantial portion of
which shall be terraced and landscaped;
(C) The excavated area including that portion which is landscaped and!or terraced shall not extend
more than 0.6 meters (two feet) into a required side yard nor more than 1.2 meters (four feet) into a required rear
yard; further, the cumulative length of any excavated area or portion thereof that extends into a required side or rear
yard shall not exceed 4.6 meters (fifteen feet) in length;
C-31010904 syn 0090971
(D) Prior to issuance of a building permit, the owner shall provide satisfactory evidence to the
planning division that the excavated area or portion thereof that extends into a required side or rear yard will not be
harmful to any mature trees on the subject property or on abutting properties;
(E) The excavated area shall either include a drainage system that meets the requirements of the public
works department, or shall be substantially sheltered from the rain by a roof overhang or canopy of a permanent
nature;
(F) Any roof overhang or canopy installed pursuant to subsection (E) shall be within the site cover4.ge
requirements of sub~ection (h);
(G) The excavated area shall be architecturally compatible with the residence and shall be screened to
off site views by means of landscaping and!or fencing, as determined appropriate by the zoning administrator.
18.12.055 Site development regulations for substandard lots.
The following site development regulations shall apply to all new construction on substandard and flag lots
within the R-1 single-family residencedistrict in lieu of comparable provisions in Section 18.12.050 above.
(a) Substandard Lot Defined. For the purposes of this section, a substandard lot shall be a lot with a
width of less than fifty feet or a depth of less than eighty-three feet and an area less than eighty-three percent of the
minimum area required by the zoning of the parcel.
(b)Flag Lot Defined. Flag lot shall be defined as set forth in Section 18.04.030 of this code.
(c)Height. The maximum height shall be 5.1817 meters (seventeen feet) as measured to the peak of
the roof.
(d) Habitable Floor Limitations. There shall be a limit of one habitable floor. Habitable floors include
lofts, mezzanines and similar areas but exclude basements. The chief building official shall make the final
determination as to whether a floor is habitable.
(e) Single-family homes on substandard lots and flag lots existing on the effective date of the
ordinance codified in this section and which prior to that date were lawful, complying structures may remain as legal
noncomplying structures, provided, however, that in the case of a conflict between the provisions of this section and
the provisions of Chapter 18.94, this section shall control. Such structures may remain and may be remodeled,
improved or replaced without complying with the site development regulations contained in this section so long as
any such remodeling, improvement or replacement does not result in a height above 5.1817 meters (seventeen feet)
or any additional habitable floor area above a first habitable floor, except that any structure damaged or destroyed by
natural disaster (such as fire, flood or earthquake) may be replaced to its previous size without regard to the height
and habitable floor limitations imposed by this section.
(f) Nothing contained in this section shall affect or otherwise redefine the provisions of Section
18.88.050 as to the determination of whether a substandard lot may be used as a lot under this title.
(Ord. 4081 § 9, 1992: Ord. 4016.§ 11, 1991: Ord. 3861 § 5, 1989: Ord. 3850 § 7, 1989: Ord. 3662 § 1, 1986)
18.12.060 Parking and loading.
(a) Off-street parking and loading facilities shall be required for all permitted and conditional uses in
accord with Chapter 18.83 of this title. All parking and loading facilities on any site, whether required as minimums
or optionally provided in addition to minimum requirements, shall comply with the regulations and the design
standards established by Chapter 18.83.
(b) Minimum parking requirements for selected uses permitted in the R-I single-family residence
district shall be as follows (see also Chapter 18.83):
Single-Family Dwellings. The minimum parking requirement for each single-family dwelling shall be two
spaces. A minimum of one space per single-family dwelling shall be covered. Tandem parking shall be allowed.
(c) No required parking space shall be located in a required front yard, or in the first 3.0 meters (ten
feet) adjoining the street line of a required street side yard.
(d) Underground parking shall be prohibited for single-family uses, except pursuant to a variance
granted in accordance with the provisions of Chapter 18.90 of this title, in which case the area of the underground
garage shall be counted in determining the floor area ratio permitted pursuant to Section 18.12.050.
18.12.070 Special requirements.
The following special requirements shall apply in the R-1 single-family district:
(a) Professional and medical office uses (except product testing and analysis, and prototype
development), existing on July 20, 1978 and which, prior to that date, were lawful conforming permitted uses or
conditional uses operating subject to a conditional iase permit, or which uses were, prior to July 20, 1978 located in
an R-1 district which was imposed by reason of annexation of the property to the city without benefit of prezoning
and which, prior to the date of annexation, were lawful conforming permitted uses or conditional uses operating
C-32010904 syn 0090971
subject to a conditional use permit, may remain as grandfathered uses and shall not be subject to the provisions of
Chapter 18.94.
(l) Such uses shall be permitted to remodel, improve, or replace site improvements for continual use
and occupancy by the same use; provided, that any such remodeling, improvement or replacement shall not result in
increased floor area, or number of offices, nor shall such remodeling, improvement or replacement result in shifting
of building footprint or increased height, length, building envelope, or any other increase in the size of the
improvement, or any increase in the existing degree of noncompliance, except through the granting of a design
enhancement exceptlon, pursuant to Chapter 18.91.
(2) Any such remodeling, improvement, or replacement of any building designed and constructed for
residential use shall be subject to the issuance of a conditional use permit in accord with Chapter ! 8.90.
(3) Ira use deemed grandfathered pursuant to this subsection (a) ceases and thereafter remains
discontinued for twelve consecutive months, it shall be considered abandoned and may be replaced only by a
conforming use.
(4) A use deemed grandfathered pursuant to this subsection (a) which is changed to or replaced by a
conforming use shall not be reestablished, and any portion of a site or any portion of a building, the use of which
changes from a grandfathered use to a conforming use, shall not thereafter be used except to accommodate a
conforming use.
(5) In the event of redevelopment of all or a portion of the site for permitted residential uses, such
professional and medical office uses may not be incorporated in the redevelopment, except that this provision shall
not apply to permanent conversion to residential use of space within an existing structure now used for professional
and medical office uses.
(b) Two-family uses, except where one of the units is a legal nonconforming detached single-family
dwelling, as described in subsection (c), and multiple-family uses existing on July 20, 1978 and whi(h, prior to that
date, were lawful conforming permitted uses or conditional uses operating pursuant to a conditional use permit, or
which uses were, prior to July 20, 1978, located in an R-1 district which was imposed by reason of annexation of the
property to the city without benefit ofprezoning and which, prior to the date of annexation, were lawful conforming
permitted uses or conditional uses operating subject to a conditional use permit, may remain as grandfathered uses
and shall not be subject to the provisions of Chapter 18.94. Such uses shall be permitted, to remodel, improve, or
replace site improvements on the same site for continual use and occupancy by the same use; provided, that any
such remodeling, improvement or replacement shall not result in increased floor area or number of dwelling units,
nor shall such remodeling, improvement or replacement result in shifting of building footprint or increased height,
length, building envelope, or any other increase in the size of the improvement, or any increase in the existing
degree of noncompliance, except through the granting of a design enhancement exception pursuant to Chapter
18.91, with respect to multiple-family uses, or a home improvement exception, pursuant to Chapter 18.90, with
respect to two-family uses. Ira use deemed grandfathered pursuant to this subsection (b) ceases and thereafter
remains discontinued for twelve consecutive months, it shall be considered abandoned and may be replaced only by
a conforming use. A use deemed grandfathered pursuant to this subsection (b) which is changed to or replaced by a
conforming use shall not be reestablished, and any portion of a site or any portion of a building, the use of which
changes from a grandfathered use to a conforming use, shall not thereafter be used except to accommodate a
conforming use.
(c) Notwithstanding any provisions of Chapters 18.88 and/or 18.94, in the case of a legal and
nonconforming second detached single-family dwelling existing prior to July 20, 1978 on a lot, such nonconforming
use shall be permitted to remodel, improve, or replace site improvements on the same site without necessity to
comply with site development regulations; provided, that any such remodeling, improvement or replacement shall
not result in increased floor area, number of dwelling units, height, length, or any other increase in the size of the
improvement.
18.12.080 Permitted yard encroachments.
(a)Horizontal Additions. Where a single-family dwelling legally constructed according to existing
yard and setback regulations at the time of construction encroaches upon present required yards, one encroaching
side of the existing structure may be extended in accord with this section. Only one such extension shall be
permitted for a life of such building. This section shall not be construed to allow the further extension of an
encroachment by any building which is the result of the granting of a variance, either before or after such property
became part of the city.
(1) Front Yard. In cases where the existing setback is less than 6.1 meters (twenty feet) but at least 4.3
meters (fourteen feet), the existing encroachment may be extended for a distance of not more than one hundred
C-33
010904 syn 0090971
percent of the length of wall to be extended; provided, that the total length of the existing encroaching wall and the
additional wall shall together not exceed one-half the maximum existing width of such building.
(2) Interior Side Yard. In cases where the existing setback is less than 2.5 meters (eight feet) but at
least 1.5 meters (five feet), an existing encroachment may be extended not more than one hundred percent of the
length of the existing encroachment, but not to exceed 6.1 additional meters (twenty additional feet).
(3) Street Side Yard. In cases where the existing side yard setback is less than 4.9 meters (sixteen feet)
but at least 3.0 meters (ten feet), an existing encroachment may be extended for not more than one hundred percent
of the length of the encroaching wall to be extended, but not to exceed 6.1 meters (twenty feet).(b) Subsection (a) of this section notwithstanding, an addition shall not be permitted to encroach into
a special setback, as established by the setback map pursuant to Chapter 20.08 of the Palo Alto Municipal Code.
18.12.090 Reserved.*
*Editor’s Note: Former Section 18.12.090, Exceptions to site development regulations for home
improvements and minor additions, previously codified herein and containing portions of Ordinance No. 3905 was
repealed in its entirety by Ordinance No. 4081.
Chapter 18.17 R-2 TWO FAMILY RESIDENCE DISTRICT REGULATIONS
Sections:
18.17.010
18.17.020
18.17.030
18.17.040
18.17.050
18.17.055
18.17.060
18.17.070
18.17.080
18.17.090
18.17.010
Specific purposes.
Applicability of regulations.
Permitted uses.
Conditional uses.
Site development regulations.
Site development regulations for substandard lots.
Parking and loading.
Special requirements.
Permitted yard encroachments.
Reserved.
Specific purposes.
The R-2 two-family residence district is intended to allow a second dwelling unit under the same ownership
as the initial dwelling unit on appropriate sites in areas designated for single-family use by the Palo Alto
Comprehensive Plan, under regulations that preserve the essential character of single-family use.
18.17.020 Applicability of regulations.
The specific regulations of this chapter and the additional regulations and procedures established by
Chapters 18.83 to 18.99, inclusive, apply to all R-2 two-family residence districts.
18.17.030
The
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
Permitted uses.
following uses shall be permitted in the R-2 two-family residence district:
Accessory facilities and uses customarily incidental to permitted uses;
Home occupations when accessory to permitted residential use;
Horticulture, gardening; and growing of food products for consumption by occupants of the site;
Single-family use;
Two-family use. under one ownership;
Residential care homes;
Mobile homes (manufactured housing) on permanent foundations;
Small and large family day care homes;
Small adult day care homes.
18.17.040 Conditional uses.
The following uses may be conditionally allowed in the R-2 two-family residence district, subject to
issuance of a conditional use permit in accord with Chapter 18.90:
(a)Churches and religious institutions;
(b)Community centers;
(c)Day care centers and large adult day care homes;
C-34
010904 syn 0090971
(d)Outdoor recreation services;
(e)Private educational facilities;
(f)Temporary uses, subject to regulations established by Chapter 18.90;
(g)Utility facilities essential to provision of utility services to the neighborhood, but excluding
business offices, construction or storage yards, maintenance facilities, or corporation yards.
18.17.050 Site development regulations.
The following site development regulations shall apply in the R-2 two-family residence district; provided,
that more restrictive regulations may be recommended by the architectural review board and approved by the
director of planning and community environment, pursuant to Chapter 16.48:
Site Area. The minimum site area shall be five hundred fifty-seven square meters (six thousand(a)
square feet).
(b)
(c)
(d)
(e)
Site Width. The minimum site width shall be 18.3 meters (sixty feet).
Site Depth. The minimum site depth shall be 30.5 meters (one hundred feet).
Front Yard. The minimum front yard ("setback") shall be 6.1 meters (twenty feet).
Rear Yard. The minimum rear yard ("setback") shall be 6.1 meters (twenty feet).
(f)Side Yards. The following side yard regulations shall apply:
(1)The minimum interior side yard shall be 1.8 meters (six feet).
(2)The minimum street side yard shall be 4.9 meters (sixteen feet).
(g)Residential Density. Not more than one single-family dwelling shall be permitted on a site of less
than six hundred ninety-seven square meters (seven thousand five hundred square feet). Not more than two dwelling
units shall be permitted on a site of six hundred ninety-seven square meters (seven thousand five hundred square
feet) or greater.
(h)Site Coverage. The following regulations shall apply:
(1)The maximum building site coverage shall be thirty-five percent of the site area.
(2)Covered patios and overhangs otherwise in compliance with all applicable laws may cover five
percent of the site area in addition to the maximum site coverage of thirty-five percent prescribed in subdivision (1).
(i)Height.
(1)General. The maximum height shall be 9.14 meters (thirty feet) as measured to the peak of the
roof.
(2) Daylight Plane. No structures except those described in subdivisions (i), (ii) and (iii) of this
subsection (i)(2) shall extend beyond a daylight plane having a height of 3.05 meters (ten feet) at each side lot line
and an angle of forty-five degrees, nor beyond a daylight plane having a height of 4.88 meters (sixteen feet) at the
front or rear setback line and an angle of sixty degrees.
(i)Televisions and radio antennas; chimneys and flues;
(ii)Dormers, roof dec "ks, gables or similar architectural features; provided that the horizontal length of
all such features shall not exceed a combined total of 4.57 meters (fifteen feet) on each side, nor shall the height of
such features exceed 7.32 meters (twenty-four feet);
(iii) Cornices, eaves, and similar architectural features, excluding flat or continuous walls or enclosures
of usable interior space, may extend into a required daylight plane a distance not exceeding 0.6 meters (two feet).
Chimneys may extend into the required daylight plane a distance not to exceed the minimum allowed pursuant to
Chapter 16.04 of this code.
Upon request of the building official, any person building or making improvements to a structure shall
provide a certification that the structure, as built, complies with the daylight provisions of this subsection (i)(2).
Such certification shall be prepared by a licensed engineer, architect or surveyor and shall be provided prior to frame
inspection.
(j) Accessory Facilities and Uses. Regulations governing accessory facilities and uses and governing
the application of site development regulations in specific instances, are established by Chapter 18.88.
(k)Floor Area Ratio. The maximum allowable floor area ratio shall be as follows:
(l)For lots five thousand square feet or less, the maximum floor area ratio shall be .45.
(2)For lots in excess of five thousand square feet, the maximum floor area ratio shall be .45 for the
first five thousand square feet and .30 for all square footage in excess of five thousand square feet, except as
provided in subsection (n).
(3) Notwithstanding subsections (k)(1) and (k)(2), the maximum allowable house size shall be six
thousand square feet.
C-35010904 syn 0090971
(1) Lighting. Recreational and security lighting shall be permitted only so long as the lighting is
shielded so that the direct light does not extend beyond the property where it is located. Both recreational and
securit3’ lighting, if freestanding, shall be restricted to twelve feet in height.
(m) Garage Doors. For garages located within 15.24 meters (fifty feet) from a street frontage, on lots
less than 22.86 meters (seventy-five feet) in width, the total combined width of garage doors which face the street at
an angle of less than ninety degrees shall not exceed 6.1 meters (twenty feet).
(n) Exemption from Floor Area Limitations for Purposes of Providing Additional Covered Parking
Area Required for Two-Family Uses. For two-family uses, floor area limits may be exceeded by a maximum oft~vo
hundred square feet, for purposes of providing one required covered parking space.
(o) Special Setbacks. Where applicable, setback lines imposed by a special setback map pursuant to
Chapter 20.08 of this code shall be followed for the purpose of determining legal setback requirements.
(p) Basements. Basements shall be permitted in areas that are not designated as special flood hazard
areas, and may extend to, but not beyond, the building footprint. Basement area shall generally not be included in
the calculation of gross floor area, except that basement area that is deemed to be habitable space shall be included
as gross floor area unless the finished level of the first floor is no more than three feet above the grade around the
perimeter of the building foundation. Excavated features shall not affect the measurement of the grade for the
purposes of determining basement gross floor area, so long as such features meet the following provisions:
(1) Excavated features along the perimeter of a basement, such as lightwells and stairwells, shall not
affect the measurement of grade, provided that:
(A)Such features shall not be located in the front of the building;
(B)Such features shall not exceed .91 meters (three feet) in width;
(C)The cumulative length of all such features shall not exceed 7.58 meters (twenty-five feet);
(D)Such features shall not extend more than 0.6 meters (two feet) into a required sidb yard nor more
than 1.2 meters (four feet) into a required rear yard; further, the cumulative length of any features or portions of
features that extend into a required side or rear yard shall not exceed 4.6 meters (fifteen feet) in length;
(E) Prior to issuance of a building permit, the owner shall provide satisfactory evidence to the
planning division that any features or portions of features that extend into a required side or rear yard will not be
harmful to any mature trees on the subject property or on abutting properties;
(F) Such features shall either require installation of a drainage system that meets the requirements of
the public works department, or shall be substantially sheltered from the rain by a roof overhang or canopy of a
permanent nature.
(2) Excavated areas along the perimeter of a basement, such as below grade patios and sunken
gardens, that exceed the dimensions set forth in subsection (1) shall not affect the measurement of grade, provided
that:
(A)The excavated area shall not be located in the front of the building:
(B)The excavated area shall not exceed a total of two hundred square feet, a substantial portion of
which shall be terraced and landscaped;
(C) The excavated area including that portion which is landscaped and/or terraced shall not extend
more than 0:6 meters (two feet) into a required side yard nor more than 1.2 meters (four feet) into a required rear
yard; further the cumulative length of any excavated area or portion thereof that extends into a required side or rear
yard shall not exceed 4.6 meters (fifteen feet) in length;
(D) Prior to issuance of a building permit, the owner shall provide satisfactory evidence to the
planning division that the excavated area or portion thereof that extends into a required side or rear yard will not be
harmful to any mature trees on the subject property or on abutting properties;
(E) The excavated area shall either include a drainage system that meets the requirements of the public
works department, or shall be substantially sheltered from the rain by a roof overhang or canopy of a permanent
nature;
(F) Any roofoverhangor canopy installed pursuant to subsection (E) shall be within the site coverage
requirements of subsection (h);
(G) The excavated area shall be architecturally compatible with the residence and shall be screened to
off site views by means of landscaping and/or fencing, as determined appropriate by the zoning administrator.
18.17.055 Site development regulations for substandard lots.
The following site development regulations shall apply to all new construction on substandard and flag lots
within the R-2 single-family and two-family residence district in lieu of comparable provisions in Sections
18. ! 7.050 above.
C-36010904 syn 0090971
(a) Substandard Lot Defined. For the purposes of this section, a substandard lot shall be a lot with a
width of less than fifty feet or a depth of less than eighty-three feet and an area less than eighty-three percent of the
minimum area required by the zoning of the parcel.
(b)Flag Lot Defined. Flag lot shall be defined as set forth in Section 18.40.030 of this code.
(c)Height. The maximum height shall be 5.1817 meters (seventeen feet), as measured to the peak of
the roof.
(d) Habitable Floor Limitations. There shall be a limit of one habitable floor. Habitable floors include
lofts, mezzanines arid similar area but exclude basements. The chief building official shall make the final
determination as to whether a floor is habitable.
(e) Single-family and two-family homes on substandard lots and flag lots existing on August 1, 1991
and which prior to that date were lawful, complying structures, provided, however, that in the case of a conflict
between the provisions of this section and the provisions of Chapter 18.94, this section shall control. Such structures
may remain and may be remodeled, improved or replaced without complying with the site development regulations
contained in this section so long as any such remodeling, improvement or replacement does not result in a height
above 5.1817 meters (seventeen feet) or any additional habitable floor area above a first habitable floor, except that
any structure damaged or destroyed by natural disaster (such as fire, flood or earthquake) may be replaced to its
previous size without regard to the height and habitable floor limitations imposed by this section.
(f) Nothing contained in this section shall affect or otherwise redefine the provisions of Section
18.88.050 as to the determination of whether a substandard lot may be used as a lot under this title.
18.17.060 Parking and loading:
(a)Off-street parking and loading facilities shall be required for all permitted and conditional uses in
accord with Chapter 18.83. All parking and loading facilities on any site, whether required as minimums or
optionally provided in addition to minimum requirements, shall comply with the regulations and the design
standards established by Chapter 18.83.
(b) Minimum parking requirements for selected uses permitted in the R-2 two-family residence
district shall be as follows (see also Chapter 18.83):
(1) Single-Family Use. The minimum parking requirement for a site with one dwelling unit shall be
two spaces. A minimum of one space shall be covered.
(2) Two-Family Use. The minimum parking requirement for a site with two dwelling units shall be
1.5 spaces per dwelling unit. A minimum of one space per unit shall be covered.
(c) Location of Parking Spaces. No required parking space shall be located in a required front yard, or
in the first 3.0 meters (ten feet) adjoining the street property line of a required street side yard.
18.17.070 Special requirements.
The following special requirements shall apply in the R-2 two-family residential district:
(a) Professional and medical office uses (except product testing and analysis, and prototype
development), existing on July 20, 1978, and which, prior to that date, were lawful conforming permitted uses or
conditional uses operating subject to a conditional use permit, or which uses were, prior to July 20, 1978, located in
an R-2 district which was imposed by reason of annexation of the property to the city without benefit ofprezoning
and which, prior to the date of annexation, were lawful conforming permitted uses or conditional uses operating
subject to a conditional use permit, may remain as grandfathered uses and shall not be subject to the provisions of
Chapter 18.94.
(1) Such uses shall be permitted to remodel, improve, or replace site improvements for continual use
and occupancy by the same use; provided, that any such remodeling, improvement or replacement shall not result in
increased floor area or number of offices, nor shall such remodeling, improvement or replacement result in shifting
of building footprint or increased heigjat, len~h, building envelope, or any other increase in the size of the
improvement, or any increase in the existing degree of noncompliance, except through the granting of a design
enhancement exception, pursuant to Chapter 18.91.
(2) Any such remodeling, improvement, or replacement of any building designed and constructed for
residential use shall be subject to the issuance of a conditional use permit in accord with Chapter 18.90.
(3) If a use deemed grandfathered pursuant to this subsection (a) ceases and thereafter remains
discontinued for twelve consecutive months, it shall be considered abandoned and may be replaced only by a
conforming use.
(4) A use deemed grandfathered pursuant to this subsection (a) which is changed to or replaced by a
conforming use shall not be reestablished, and any portion of a site or any portion of a building, the use of which
010904 syn 0090971 C-37
changes from a grandfathered use to a conforming use, shall not thereafter be used except to accommodate a
conforming use.
(5) In the event of redevelopment of all or a portion of the site for permitted residential uses, such
professional and medical office uses may not be incorporated in the redevelopment, except that this provision shall
not apply to permanent conversion to residential use of space within an existing structure now used for professional
and medical office uses.
(b) Two-family uses, except where one of the units is a legal nonconforming detached single-family
dwelling, as descril~ed in subsection (c), and multiple-family uses existing on July 20, 1978, and which, prior to that
date, were lawful conforming permitted uses or conditional uses operating pursuant to a conditional use permit, or
which uses were, prior to July 20, 1978, located in an R-2 district which was imposed by reason of annexation of the
property to the city without benefit ofprezoning and which, prior to the date of annexation, were lawful conforming
permitted uses or conditional uses operating subject to a conditional use permit, may remain as grandfathered uses
and shall not be subject to the provisions of Chapter 18.94. Such uses shall be permitted to remodel, improve, or
replace site improvements on the same site for continual use and occupancy by the same use; provided, that any
such remodeling, improvement, or replacement shall not result in increased floor area or number of dwelling units,
nor shall such remodeling, improvement or replacement result in shiftingofbuilding footprint or increased height,
length, building envelope, or any other increase in the size of the improvement, or any increase in the existing
degree of noncompliance, except through the granting of a design enhancement exception pursuant to Chapter
18.91, with respect to multiple-family uses, or a home improvement exception, pursuant to Chapter 18.90, with
respect to two-family uses. Ifa use deemed grandfathered pursuant to the provisions of this subsection (b) ceases
and thereafter remains discontinued for twelve consecutive months, it shall be considered abandoned and may be
replaced only by a conforming use. A use deemed grandfathered pursuant to the provisions of this subsection (b)
which is changed to or replaced by a conforming use shall not be reestablished, and any portion of a site or any
portion of a building, the use of which changes from a grandfathered use to a conforming use, shall not thereafter be
used except to accommodate a conforming use.
(c) Notwithstanding any provisions of Chapters 18.88 and!or 18.94, in the case of a legal and
nonconforming second detached single-family dwelling existing prior to July 20, 1978 on a substandard size lot,
such nonconforming use shall be permitted to remodel, improve, or replace site improvements on the same site for
continual use and occupancy by the same use, without necessity to comply with site development regulations;
provided, that any such remodeling, improvement or replacement shall not result in increased floor area, number of
dwelling units, height, length, or any other increase in the size of the improvement.
18.17.080 Permitted yard encroachments.
(a)Horizontal Additions. Where a single-family or two-family dwelling legally constructed according
to existing yard and setback regulations at the time of construction encroaches upon present required yards, one
encroaching side of the existing structure may be extended in accord with this section. Only one such extension shall
be permitted for a life of such building. This section shall not be construed to allow the further extension of an
encroachment by any building which is the result of the granting of a variance, either before or after such property
became part of the city.
(1) Front Yard. In cases where the existing setback is less than 6. I meters (twenty feet) but at least 4.3
meters (fourteen feet), the existing encroachment may be extended for a distance of not more than one hundred
percent of the length of wall to be extended; provided, that the total length of the existing encroaching wall and the
additional wall shall together not exceed one-half the maximum existing width of such building.
(2) Interior Side Yard. In cases where the existing setback is less than 2.5 meters (eight feet) but at
least 1.5 meters (five feet), an existing encroachment may be extended not more than one hundred percent of the
length of the existing encroachment, but not to exceed 6.1 additional meters (twenty additional feet).
(3) Street Side Yard. In cases where the existing side yard setback is less than 4.9 meters (sixteen feet)
but at least 3.0 meters (ten feet), an existing encroachment may be extended for not more than one hundred percent
of the length of the encroaching wall to be extended, but not to exceed 6.1 meters (twenty feet).
(b) Subsection (a) of this section notwithstanding, an addition shall not be permitted to encroach into
a special setback, as established by the setback map pursuant to Chapter 20.08 of the Palo Alto. Municipal Code.
18.17.090 Reserved.*
*Editor’s Note: Former Section 18.17.090, Exceptions to site development regulations for home
improvements and minor additions, previously codified herein and containing portions of Ordinance No. 4043 was
repealed in its entirety by Ordinance No. 4081.
010904 s.xa3 009097i C-38
Chapter 18.19 RMD TWO UNIT MULTIPLE-FAMILY RESIDENCE DISTRICT
Sections:
18.19.010
18.19.020
18.19.030
18.19.040
18.19.050
18.19.060
18.19.070
18.19.080
18.19.090
18.19.010
Specific purposes.
Applicability of regulations.
Permitted uses.
Conditional uses.
Site development regulations.
Parking and loading.
Special requirements.
Permitted yard encroachments.
Reserved.
Specific purposes.
The RMD two unit multiple-family residence district is intended to allow a second dwelling unit under the
same ownership as the initial dwelling unit on appropriate sites in areas designated for multiple-family use by the
Palo Alto Comprehensive Plan. The RMD district is intended to minimize incentives to replace existing single-
family dwellings, maintain existing neighborhood character and increase the variety of housing opportunities
available within the community. Maximum density would be forty-three dwelling units per hectare (seventeen
dwelling units per acre).
18.19.020 Applicability of regulations.
The specific regulations of this chapter and the additional regulations and procedures established by
Chapters 18.83 to 18.99, inclusive, shall apply to all RMD two unit multiple-family residence districts.
18.19.030 Permitted uses.
The following uses shall be permitted in the RMD two unit multiple-family residence district:
(a)
(b)
(c)
(d)
(e)
(f)(g)
(h)
(0
Accessory facilities and uses customarily incidental to permitted uses:
Home occupations, when accessory to permitted residential use;
Horticulture, gardening, and growing of food products for consumption by occupants of the site;
Lodging;
Single-family uses:
Two-Family uses, under one ownership;
Residential care homes;
Mobile homes (manufactured housing) on permanent foundations. See Section 18.88.140:
Small and large family day care homes.
18.19.040 Conditional uses.
The following uses may be conditionally allowed in the RMD two unit multiple-family residence district,
subject to issuance of a conditional use permit in accord with Chapter 18.90:
(a)
(b)
(c)
(d)
(e)
(f)
(g)
business
Churches and religious institutions;
Community centers;
Day care centers and large adult day care homes;
Neighborhood recreational centers;
Private educational facilities;
Temporary uses, subject to regulations established by Chapter 18.90;
Utility facilities essential to provision of utility services to the neighborhood, but excluding
offices, construction or storage yards, maintenance facilities, or corporation yards.
t 8.19.050 Site development regulations.
The following site development regulations shall apply in the RMD two unit multiple-family residence
district:
(a)
(b)
(c)
(d)
(e)
Site Area. The minimum site area shall be 464.5 square meters (five thousand square feet).
Site Width. The minimum site width shall be 15.2 meters (fifty feet).
Site Depth. The minimum site depth shall be 30.5 meters (one hundred feet).
Front Yard. The minimum front yard ("setback") shall be 6.1 meters (twenty feet).
Rear Yard. The minimum rear yard ("setback") shall be 6.1 meters (twenty feet).
C-39010904 syn 0090971
(f)Side Yards. The following side yard regulations shall apply.
(1)The minimum interior side yard shall be 1.8 meters (six feet).
(2)The minimum street side yard shall be 4.9 meters (sixteen feet).
(g)Residential Density. Not more than one single-family dwelling shall be permitted on a site of less
than 464.5 square meters (five thousand square feet). Not more than two dwelling units shall be permitted on a site
of 464.5 square meters (five thousand square feet) or greater.
(h)Site Coverage. The maximum site coverage shall be fort3, percent of the site area.
(i)Height. The maximum height shall be 10.7 meters (thirty-five feet); however, no structure except
television and radio antennas and chimneys and flues shall extend above or beyond a daylight plane having a height
of 4.6 meters (fifteen feet) at each side or rear site line and an angle of forty-five degrees.
(j) Usable Open Space. Not less than 41.8 square meters (four hundred fifty square feet) of usable
open space per each dwelling unit shall be provided on the site.
(k) Accessory Facilities and Uses. Regulations governing accessory facilities and uses and governing
the application of site development regulations in specific instances, are established by Chapter 18.88.
(1)Floor Area Ratio. The maximum allowable floor area ratio shall be .50.
(m)Exemption from Floor Area Limitations for Purposes of Providing Additional Covered Parking
Area Required for Two-Family Uses. For two-family uses, floor area limits may be exceeded by a maximum of two
hundred square feet, for purposes of providing one required covered parking space..
(n) Special Setbacks. Where applicable, setback lines imposed by a special setback map pursuant to
Chapter 20.08 of this code shall be followed for the purpose of determining legal setback requirements.
(o) Basements. Basements shall be permitted in areas that are not designated as special flood hazard
areas, and may extend to, but not beyond, the building footprint. Basement area shall generally not be included in
the calculation of gross floor area. except that basement area that is deemed to be habitable space shall be included
as gross floor area unless the finished level of the first floor is no more than three feet above the grade around the
perimeter of the building foundation. Excavated features shall not affect the measurement of the grade for the
purposes of determining basement gross floor area, so long as such features meet the following provisions:
(1) Excavated features along the perimeter of a basement, such as lightwells and stairwells, shall not
affect the measurement of grade, provided that:
(A)Such features shall not be located in the front of the building;
(B)Such features shall not exceed .91 meters (three feet) in width;
(C)The cumulative length of all such features shall not exceed 7.58 meters (twenty-five) feet;
(D)Such features shall not extend more than 0.6 meters (two feet) into a required side yard nor more
than 1.2 meters (four feet) into a required rear yard; further, the cumulative length of any features or portions of
features that extend into a required side or rear yard shall not exceed 4.6 meters (fifteen feet) in length;
(E) Prior to issuance of a building permit, the owner shall provide satisfactory evidence to the
planning division that any features or portions of features that extend into a required side or rear yard will not be
harmful to any mature trees on the subject property or on abutting properties;
(F) Such features shall either require installation of a drainage system that meets the requirements of
the public works department, or shall be substantially sheltered from the rain by a roof overhang or canopy of a
permanent nature.
(2) Excavated areas along the perimeter of a basement, such as below grade patios and sunken
gardens, that exceed the dimensions set forth in subsection (I) shall not affect the measurement of grade, provided
that:
(A)The excavated area shall not be located in the front of the building;
(B)The excavated area shall not exceed a total of two hundred square feet, a substantial portion of
which shall be terraced and landscaped;
(C) The excavated area including that portion which is landscaped and/or terraced shall not extend
more than 0.6 meters (two feet) into a required side yard nor more than 1.2 meters (four feet) into a required rear
yard; further the cumulative length of any excavated area or portion thereof that extends into a required side or rear
yard shall not exceed 4.6 meters (fifteen feet) in length;
(D) Prior to issuance of a building permit, the owner shall provide satisfactory evidence to the
planning division that the excavated area or portion thereof that extends into a required side or rear yard will not be
harmful to any mature trees on the subject property or on abutting properties;
(E) The excavated area shall either include a drainage system that meets the requirements of the public
works department, or shall be substantially sheltered from the rain by a roof overhang or canopy of a permanent
nature;
010904 syn 0090971
C-40
(F) Any roof overhang or canopy installed pursuant to subsection (E) shall be within the site coverage
requirements of subsection (h);
(G) The excavated area shall be architecturally compatible with the residence and shall be screened to
off site views by means of landscaping and/or fencing, as determined appropriate by the zoning administrator.
18.19.060 Parking and loading.
(a)Off-street parking and loading facilities shall be required for all permitted and conditional uses.in
accord with Chaptei" 18.83. All parking and loading facilities on any site, whether required as minimums or
optionally provided in addition to minimum requirements, shall comply with the regulations and design standards
established by Chapter 18.83.
(b) Minimum parking requirements for selected uses permitted in the RMD two unit multiple-family
residence district shall be as follows (see also Chapter 18.83):
(1) Single-Family Use. The minimum parking requirement for a site with one dwelling unit shall be
two spaces. A minimum of one space shall be covered.
(2) Two-Family Use. The minimum parking requirement for a site with two dwelling units shall be
1.5 spaces per dwelling unit. A minimum of one space per unit shall be covered.
(3) Lodging. The minimum requirement shall be one space for each lodging unit, in addition to any
applicable requirement based on single-family use, two-family use or multiple-family use on the same site.(c) Location of Parking Spaces. No required parking space shall be located in a required front yard or
in the first 3.0 meters (ten feet) adjoining the street property line of a required street side yard.
18.19.070 Special requirements.
The following special requirements shall apply in the RMD two unit multiple-family residence district:
(a) Professional and medical office uses (except product testing and analysis, and prototype
development), existing on July 20, 1978, and which, prior to that date, were lawful conforming permitted uses or
conditional uses operating subject to a conditional use permit, may remain and shall not be subject to the provisions
of Chapter 18.94.
(1) Such uses shall be permitted to remodel, improve, or replace site improvements on the same site
for continual use and occupancy by the same use; provided, that any such remodeling, improvement or replacement
shall not result in increased floor area or number of offices, nor shall such remodeling, improvement or replacement
result in shifting of building footprint or increased height, length, building envelope, or any other increase in the size
of the improvement, or any increase in the existing degree of noncompliance, except through the granting of a
design enhancement exception, pursuant to Chapter 18.91.
(2) Any such remodeling, improvement, or replacement of any building designed and constructed for
residential use shall be subject to the issuance of a conditional use permit in accord with Chapter 18.90.
(3) lfa use deemed grandfathered pursuant to this subsection (a) ceases and thereafter remains
discontinued for twelve consecutive months, it shall be considered abandoned and may be replaced only by a
conforming use.
(4) A use deemed grandfathered pursuant to this subsection (a) which is changed to or replaced by a
conforming use shall not be reestablished, and any portion of a site or any portion of a building, the use of which
changes from a grandfathered use to a conforming use, shall not thereafter be used except to accommodate a
conforming use.
(5) In the event of redevelopment of all or a portion of the site for permitted residential uses, such
professional and medical office uses may not be incorporated in the redevelopment, except that this provision shall
not apply to permanent conversion to residential use of space within an existing structure now used for professional
and medical office uses.
(b) Multiple-family uses existing on July 20, 1978, and which, prior to that date, were lawful
conforming permitted uses or conditional uses operating pursuant to a conditional use permit may remain as
grandfathered uses and shall not be subject to the provisions of Chapter 18.94. Such uses shall be permitted to
remodel, improve, or replace site improvements on the same site for continual use and occupancy by the s~me use;
provided, that any such remodeling, improvement or replacement shall not result in increased floor area or number
of dwelling units, nor shall such remodeling, improvement or replacement result in shifting of building footprint or
increased height, length, building envelope, or any other increase in the size of the improvement, or any increase in
the existing degree of noncompliance, except through the granting of a design enhancement exception, pursuant to
Chapter 18.91. lfa use deemed grandfathered pursuhnt to this subsection (b) ceases and thereafter remains
discontinued for twelve consecutive months, it shall be considered abandoned and may be replaced only by a
conforming use. A use deemed grandfathered pursuant to this subsection (b) which is changed or replaced by a
010904 syn 0090971 C-.41
conforming use shall not be reestablished, and any portion of a site or any portion of a building, the use of which
changes from a grandfathered use to a conforming use, shall not thereafter be used except to accommodate a
conforming use.
18.19.080 Permitted yard encroachments.
(a)Horizontal Additions. Where a single-family or two-family dwelling legally constructed according
to existing yard and setback regulations at the time of construction encroaches upon present required yards, one
encroaching side ofihe existing structure may be extended in accord with this section. Only one such extension slaall
be permitted for a life of such building. This section shall not be construed to allow the further extension of an
encroachment by any building which is the result of the granting of a variance, either before or after such property
became part of the city.
(1) Front Yard. In cases where the existing setback is less than 6.1 meters (twenty feet) but at least 4.3
meters (fourteen feet), the existing encroachment may be extended for a distance of not more than one hundred
percent of the length of wall to be extended; provided, that the total length of the existing encroaching wall and the
additional wall shall together not exceed one-half the maximum existing width of such building.
(2) Interior Side Yard. In cases where the existing setback is less than 2.5 meters (eight feet) but at
least 1.5 meters (five feet), an existing encroachment may be extended not more than one hundred percent of the
length of the existing encroachment, but not to exceed 6.1 additional meters (twenty additional feet).
(3) Street Side Yard. In cases where the existing side yard setback is less than 4.9 meters (sixteen feet)
but at least 3.0 meters (ten feet), an existing encroachment may be extended for not more than one hundred percent
of the length of the encroaching wall to be extended, but not to exceed 6.1 meters (twenty feet).
(b) Subsection (a) of this section notwithstanding, an addition shall not be permitted to encroach into
a special setback, as established by the setback map pursuant to Chapter 20.08 of the Palo Alto Municipal Code.
18.19.090 Reserved.*
*Editor’s Note: Former Section 18.19.090, Exceptions to site development regulations for home improvements and
minor additions, previously codified herein and containing portions of Ordinance No. 4043 was repealed in its
entirety by Ordinance No. 408 I.
Chapter 18.22 RM-15 LOW DENSITY MULTIPLE-FAMILY RESIDENCE DISTRICT REGULATIONS
Sections:
18.22.010
18.22.020
8.22.030
8.22.040
8.22.050
8.22.060
8.22.070
8.22.080
8.22.090
18.22.100
18.22.010
Specific purposes.
Applicability of regulations.
Permitted uses.
Conditional uses.
Site development regulations.
Residential density.
Parking and loading.
Below market rate (BMR) units.
Special requirements.
Recycling storage.
Specific purposes.
The RM-15 low density multiple-family residence district is intended to create, preserve and enhance areas
for a mixture of single-family and multiple-family housing which is compatible with lower density’ and residential
districts nearby, including single-family residence districts. The RM-15 residence district also serves as a transition
to moderate density multiple-family districts or districts with nonresidential uses. Permitted densities in the RM-15
residence district range from six to fifteen dwelling units per acre.
18.22.020 Applicability of regulations.
The specific regulations of this chapter and the additional regulations and procedures established by
Chapters 18.83 to 18.99, inclusive, shall apply to all RM-I 5 low density multiple-family residence districts.
18.22.030 Permitted uses.
The following uses shall be permitted in the RM-I 5 low density multiple-family residence district:
(a)Single-family, two-family and multiple-family uses;
C-42
010904 syn 0090971
(b)
(c)
(d)
(e)
(f)
(g)
(h)
O)
Mobile homes on permanent foundations and other manufactured housing (see Section 18.88.140);
Accessory facilities and uses customarily incidental to permitted uses;
Home occupations, when accessory to permitted residential uses;
Horticulture, gardening and growing of food products for consumption by occupants of a site;
Residential care homes;
Small and large family day care homes;
Small adult day care homes;
L6dging.
18.22.040 Conditional uses.
The following uses may be conditionally allowed in the RM-15 low density multiple-family residence
district, subject to issuance of a conditional use permit in accord with Chapter 18.90:
(a)
(b)
(c)
(d)
(e)
(f)(g)
business offices,
Churches and religious institutions;
Community centers;
Day care centers and large adult day care homes;
Neighborhood recreational centers;
Private educational facilities;
Temporary uses, subject to regulations established by Chapter 18.90;
Utility facilities essential to provision of utility services to the neighborhood, but excluding
construction or storage yards, maintenance facilities or corporation yards.
18.22.050 Site development regulations.
The following site development regulations shall apply in the RM-15 low density multiple£family residence
district; provided that more restrictive regulations may be recommended by the architectural review board and
approved by the director of planning and community environment, pursuant to the regulations set forth in Chapter
16.48 and the multiple-family residential guidelines set forth in Chapter 18.28:
(a)Site Area. The minimum site area shall be eight thousand five hundred square feet.
(b)Site Width. The minimum site width shall be seventy feet.
(c)Site Depth. The minimum site depth shall be one hundred feet.
(d)Front Yard. The minimum front yard ("setback") shall be twenty feet.
(e)Side and Rear Yards. The following side and rear yard regulations shall apply:
(1)The minimum interior side and rear yards for a single-story structure shall be ten feet.
(2)The minimum interior side and rear yards for a structure over one story shall be ten feet for the
first story of the structure, and shall be one-half of the actual height of the structure, but not less than ten feet, for the
portion of the structure over one story.
(3)The minimum side and rear yards which are adjacent to a street shall be sixteen feet.
(4)The minimum side and rear yards for a structure over one story adjacent to any single-family zone
(including R-I, R-2 and RMD zones) shall be ten feet for the first story of the structure and shall be twenty feet for
the portion of the structure over one story.
(f) Arterial Street Setback. A building on property adjacent to an arterial street, as designated in the
Palo Alto Comprehensive Plan (other than an arterial street in the CD district) shall be set back a minimum of
twenty-five feet from the property line.
(g) Height and Daylight Plane. The maximum height shall be two stories, not to exceed thirty feet. For
the purposes of this chapter, height means the vertical distance above grade to the highest point of the coping of a
flat roof, or to the deck line of a mansard roof, or to the average height of the highest gable of a pitched or hipped
roof. The measurement shall be taken from the lowest adjoining sidewalk or ground surface within a five foot
horizontal distance from the exterior wall of the building. However, no structure, except television and radio
antennas, chimneys and flues, shall extend above or beyond a daylight plane having a height of five feet at each side
or rear site line and an angle of forty-five degrees.
(h)Lot Coverage. The following lot coverage regulations shall apply:
(1)The maximum lot coverage shall be thirty-five percent of the site area.
(2)Covered patios and overhangs otherwise in compliance with all applicable laws may cover five
percent of the site area in addition to the maximum lot coverage set forth above.
(i)Floor Area Ratio (FAR). The maximum FAR shall be 0.50.
(j)Usable Open Space. The following usable open space regulations shall apply:
C-43010904 syn 0090971
(1) Each lot shall have not less than thirty-five percent of the lot area developed into permanently
maintained usable open space, as measured in the ground floor area only, some portion of which shall be common
usable open space; and
(2) Each dwelling unit shall have at least one private usable open space area contiguous to the unit
which allows the occupants of the unit the personal use of the outdoor space. The minimum size of such areas shall
be as follows and shall not be calculated in the FAR:
(A)Balconies (above ground level) shall be fifty square feet.
(B)Patios or yards (at ground level) shall be one hundred square feet, the least dimension of which ]s
eight feet.
(k)Accessory Facilities and Uses. Regulations governing accessory facilities and uses, and governing
the application of site development regulations in specific instances, are established by Chapter 18.88.
(1) Special Setbacks. Where applicable, setback lines imposed by a special setback map pursuant to
Chapter 20.08 of this code shall be followed for the purpose of determining legal setback requirements.
18.22.060 Residential density.
The following table establishes the permitted density of a lot, based on the lot area. When calculating the
number of units, if insufficient area exists to provide the minimum lot area for an additional unit, the total number of
units shall be rounded down to the smaller number. Notwithstanding the foregoing, the permitted density of any lot
shall not exceed fifteen dwelling units per acre.
Permitted Densities RM- 15
Lot Size
Lot AreaNo. of Dwelling Units/Square
(in square feet)Feet of Lot Area
Up to - 5,999 1 unit
6,000 - 8,499 2 units
8,500 and over 3 units plus 1 unit/each additional
2,850 square feet
18.22.070 Parking and loading.
(a)Off-street parking and loading facilities shall be required for all permitted and conditional uses in
accord with Chapter 18.83. All parking and loading facilities on any site, whether required or optionally provided in
addition to minimum requirements, shall comply with the regulations and design standards established by Chapter
18.83.
(b) Minimum parking requirements for selected uses permitted in the RM-15 low density multiple-
family residence district shall be as set forth below. A minimum of one parking space per dwelling unit shall be
covered (see Chapter 18.83).
(t)Single-Family Use. The minimum parking requirement for a site with one dwelling unit shall be
two spaces.
(2) Two-Family Use. The minimum parking requirement for a site with two dwelling units shall be
1.5 spaces per dwelling unit.
(3) Multiple-Family Use. The minimum parking requirement for a site with three or more dwelling
units shall be: 1.25 spaces per studio unit, 1.50 spaces per one-bedroom unit, and 2.00 spaces per two or more
bedrooms.
(4) Lodging Use. The minimum parking requirement for a site with a lodging use shall be one space
per lodging unit, in addition to any applicable requirement based on single-family use, two-family use or multiple-
family use on the same site.
(c) Guest Parking. Guest parking shall be provided in multiple-family developments exceeding three
units, in accordance with the following requirements:
(1) The number of guest parking spaces in a development shall be one plus ten percent of the total
number of units in the development.
(2) Notwithstanding the foregoing, if more than one parking space per dwelling unit in a development
is assigned or secured so that it is inaccessible to the public, then guest parking spaces equivalent to thirty-three
percent of the total number of units in the development shall be provided.
C-44010904 syn 0090971
(3) Guest parking spaces shall be clearly marked as reserved for guests and shall be in an area
providing guests with unrestricted access tothe guest parking spaces.
(d) Location of Parking Spaces. No required parking space shall be located in a required front yard,
nor in the first ten feet adjoining the street property line of a required street side yard.
18.22.080 Below market rate (BMR) units.
(a)In developments often or more units not less than ten percent of the units shall be provided at
below-market rates io low and moderate income households in accordance with Program 12 of the Palo Alto
Comprehensive Plan.
(b) Density Bonus. In developments often or more units where BMR housing units are provided, a
density increase of no more than fifteen percent over the otherwise prescribed number of units may be permitted;
provided, that for each additional market unit an additional BMR unit is included. All other site development
regulations shall apply.
18.22.090 Special requirements.
The following special requirements shall apply in the RM-15 low density multiple-family residence district:
(a) The site development regulations set forth in Sections 18.12.050 through 18.12.080 of Chapter
18.12 of the Palo Alto Municipal Code shall apply to sites in single-family use.
(b) Professional and medical office uses existing on July 20, 1978 and which, prior to that date, were
lawful conforming permitted uses or conditional uses operating subject to a conditional use permit, or which uses
were, prior to July 20, 1978, located in an RM-I or RM-2 district, which was imposed by reason of annexation of
the property to the city without benefit ofprezoning and which, prior to the date of annexation, were lawful
conforming permitted uses or conditional uses operating subject to a conditional use permit, may remain as
grandfathered uses and shall not be subject to the provisions of Chapter 18.94.
(1) Such uses shall be permitted to remodel, improve, or replace site improvements for continual use
and occupancy by the same use; provided, that any such remodeling, improvement or replacement shall not result in
increased floor area or number of offices, nor shall such remodeling, improvement or replacement result in shifting
of building footprint or increased height, len~h, building envelope, or any other increase in the size of the
improvement, or any increase in the existing degree of noncompliance, except through the granting of a design
enhancement exception, pursuant to Chapter 18.91.
(2) Any such remodeling, improvement, or replacement of any building designed and constructed for
residential use shall be subject to the issuance of a conditional use permit in accord with Chapter 18.90.
(3) If a use deemed grandfathered pursuant to this subsection (b) ceases and thereafter remains
discontinued for twelve consecutive months, it shall be considered abandoned and may be replaced only by a
conforming use.
(4) A use deemed grandfathered pursuant to this subsection (b) which is changed to or replaced by a
conforming use shall not be reestablished, and any portion of a site or any portion of a building, the use of which
changes from a grandfathered use to a conforming use, shall not thereafter be used except to accommodate a
conforming use.
(5) In the event of redevelopment of all or a portion of the site for permitted residential uses, such
professional and medical office uses may not be incorporated in the redevelopment, except that this provision shall
not apply to permanent conversion to residential use of space within an existing structure now used for professional
and medical office uses.
(c) Two-family uses and multiple-family uses existing on July 20, 1978 and which, prior to that date,
were lawful conforming permitted uses or conditional uses operating pursuant to a conditional use permit, or which
uses were, prior to July 20, 1978, located in an RM-1 or RM-2 district which was imposed by reason of annexation
of the property to the city without benefit ofprezoning and which, prior to the date of annexation, were lawful
conforming permitted uses or conditional uses operating subject to a conditional use permit, may remain as
grandfathered uses and shall not be subject to the provisions of Chapter 18.94. Such uses shall be permitted to
remodel, improve, or replace site improvements on the same site for continual use and occupancy by the same use;
provided, that any such remodeling, improvement or replacement shall not result in increased floor area or number
of dwelling units, nor shall such remodeling, improvement or replacement result in shifting of building footprint or
increased height, len~h, building envelope, or any other increase in the size of the improvement, or any increase in
the existing degree of noncompliance, except through the granting of a design enhancement exception, pursuant to
Chapter 18.91, with respect to multiple-family uses, or a home improvement exception, pursuant to Chapter 18.90,
with respect to two-family uses. Ifa use deemed grandfathered pursuant to this subsection (c) ceases and thereafter
remains discontinued for twelve consecutive months, it shall be considered abandoned and may be replaced only by
C-45010904 syn 0090971
a conforming use. A use deemed grandfathered pursuant to this subsection (c) which is changed to or replaced by a
conforming use shall not be reestablished, and any portion of a site or any portion of a building, the use of which
changes from a grandfathered use to a conforming use, shall not thereafter be used except to accommodate a
conforming use.
(d) Motel uses existing on July 20, 1978, and which, prior to that date, were lawful conforming
permitted uses or conditional uses operating subject to a conditional use permit, may remain as grandfathered uses
and shall not be subject to the provisions of Chapter 18.94. Such uses shall be permitted to remodel, improve, or
replace site improvements on the same site for continual use and occupancy by the same use; provided, that any
such remodeling, improvement or replacement shall not result in increased floor area or number of dwelling units,
nor shall such remodeling, improvement or replacement result in shifting of building footprint or increased height,
length, building envelope, or any other increase in the size of the improvement, or any increase in the existing
de~ee of noncompliance, except through the granting of a design enhancement exception, pursuant to Chapter
18.91. If a use deemed grandfathered pursuant to this subsection (d) ceases and thereafter remains discontinued for
twelve consecutive months, it shall be considered abandoned and may be replaced only by a conforming use. A use
deemed grandfathered pursuant to this subsection (d) which is changed to or replaced by a conforming use shall not
be reestablished, and any portion of a site or any portion of a building, the use of which changes from a
grandfathered use to a conforming use, shall not thereafter be used except to accommodate a conforming use.
18.22.100 Recycling storage.
All new multiple-family residential development, including multiple-family residential development that is
part of a mixed use development, shall provide adequate and accessible interior areas or exterior enclosures for the
storage of recyclable materials in appropriate containers. The design, construction and accessibility of recycling
areas and enclosures shall be subject to approval by the architectural review board, in accordance with design
guidelines adopted by that board and approved by the city council pursuant to Section 16.48.070. This requirement
shall apply only to multiple-family developments that utilize dumpsters rather than individual curbside pickup for
trash collection.
C-46010904 syn 0090971
Chapter 18.24 RM-30 MEDIUM DENSITY MULTIPLE-FAMILY RESIDENCE DISTRICT
REGULATIONS
Sections:
18.24.010
18.24.020
18.24.030
18.24.040
18.24.050
18.24.060
18.24.070
18.24.080
18.24.090
18.24. l O0
18.24.010
Specific purposes.
Applicability of regulations.
Permitted uses.
C6nditional uses.
Site development regulations.
Residential density.
Parking and loading.
Below market rate (BMR) units.
Special requirements.
Recycling storage.
Specific purposes.
The RM-30 medium density multiple-family residence district is intended to create, preserve and enhance
neighborhoods for multiple-family housing with site development standards and visual characteristics intended to
mitigate impacts on nearby lower density residential districts. Projects at this density are intended for larger parcels
that will enable developments to provide their own parking spaces and to meet their open space needs in the form of
garden apartments or cluster developments. Permitted densities in the RM-30 residence district range from sixteen to
thirty dwelling units per acre.
18.24.020 Applicability of regulations.
The specific regulations of this chapter and the additional regulations and procedures established by
Chapters 18.83 to 18.99, inclusive, shall apply to all RM-30 medium density multiple-family residence districts.
18.24.030 Permitted uses.
The following uses shall be permitted in the RM-30 medium density multiple-family residence district:
(a)Single-family, two-family and multiple-family uses;
(b)Mobile homes on permanent foundations and other manufactured housing (see Section 18.88.140);
(c)Accessory facilities and uses customarily incidental to permitted uses;
(d)Home occupations, when accessory to permitted residential uses;
(e)Horticulture, gardening and growing of food products for consumption by occupants of a site;
(f)Residential care homes;
(g)Day care homes;
(h)Lodging.
18.24.040 Conditional uses.
The following uses may be conditionally allowed in the RM-30 medium density multiple-family residence
district, subject to issuance of a conditional use permit in accord with Chapter 18.90:
(a)Churches and religious institutions;
(b)Community centers;
(c)Day care centers:
(d)Neighborhood recreational centers;
(e)Private educational facilities;
(f)Temporary uses, subject to regulations established by Chapter 18.90;
(g)Utility facilities essential to provision of utility services to the neighborhood, but excluding
business offices, construction or storage yards, maintenance facilities or corporation yards;(h) Surface parking facilities located on abandoned railroad rights-of-way.
18124.050 Site development regulations.
The following site development regulations shall apply in the RM-30 medium density multiple-family
residence district; provided, that more restrictive regulations may be recommended by the architectural review board
and approved by the director of planning and community environment, pursuant to the regulations set forth in
Chapter 16.48 and the multiple-family residential guidelines set forth in Chapter 18.28:
(a)Site Area. The minimum site area shall be eight thousand five hundred square feet.
(b)Site Width. The minimum site width shall be seventy feet.
010904 syn 0090971 C-47
(c)Site Depth. The minimum site depth shall be one hundred feet.
(d)Front Yard. The minimum front yard ("setback") shall be twenty feet.
(e)Side and Rear Yards. The following side and rear yard regulations shall apply:
(1)The minimum interior side and rear yards for a single-story structure shall be ten feet.
(2)The minimum interior side and rear yards for a structure over one story shall be ten feet for the
first story of the structure and shall be one-half of the actual height of the structure, but not less than ten feet, for the
portion of the structure over one story.
(3)The minimum side and rear yards which are adjacent to a street shall be sixteen feet.
(4)The minimum side and rear yards for a structure over one story adjacent to any single-family zone
(including R-l, R-2 and RMD zones) shall be ten feet for the first story of the structure and shall be twenty feet for
the portion of the structure over one story.
(f) Arterial Street Setback. A building on property adjacent to an arterial street, as designated in the
Palo Alto Comprehensive Plan (other than an arterial street in the CD district) shall be set back a minimum of
twenty-five feet from the property line.
(g) Height and Daylight Plane. The maximum height shall not exceed thirty-five feet. For the
purposes of this chapter, height means the vertical distance above grade to the highest point of the coping of a flat
roof, or to the deck line of a mansard roof, or to the average height of the highest gable of a pitched or hipped roof.
The measurement shall be taken from the lowest adjoining sidewalk or ground surface within a five foot horizontal
distance from the exterior wall 0fthe building. However, no structure, except television and radio antennas,
chimneys and flues, shall extend above or beyond a daylight plane having a height often feet at each side or rear site
line and an angle of forty-five degrees.
(h)Lot Coverage. The following lot coverage regulations shall apply:
(1)The maximum lot coverage shall be forty percent of the site area.
(2)Covered patios and overhangs otherwise in compliance with all applicable laws may cover five
percent of the site area in addition to the maximum lot coverage set forth above.
(i)Floor Area Ratio (FAR).
(1)The maximum FAR for projects with detached or underground parking shall be 0.6:1, which ghall
be calculated by the gross floor area of the building as defined in Section 18.04.030(65) of the Palo Alto Municipal
Code.
(2) The maximum FAR for projects with attached garages or tuckunder or semi-depressed parking
contiguous to the building shall be 0.75:1, which shall include such parking area in the calculation of gross floor
area as defined in Section 18.04.030(65).
(j)Usable Open Space. The following usable open space regulations shall apply:
(1)Each lot shall have not less than thirty percent of the lot area developed into permanently
maintained common usable open space as measured in the ground floor area only.
(2) Each dwelling unit shall have at least one private usable open space area contiguous to the unit
which allows the occupants of the unit the personal use of the outdoor space. The minimum size of such areas shall
be as follows and shall not be calculated in the FAR:
(A)Balconies (above ground level) shall be fifty square feet.
(B)Patios or yards (at ground level) shall be one hundred square feet the least dimension of which is
eight feet.
(3)Part of all of the required private usable open space areas may be added to the required common
usable open space in a development, for purposes of improved design, privacy, protection and increased play area
for children, upon a recommendation of the architectural review board and approval of the director ofplarming and
community environment.
(k) Accessory Facilities and Uses. Regulations governing accessory facilities and uses, and governing
the application of site development regulations in specific instances, are established by Chapter 18.88.
(1) Special Setbacks. Where applicable, setback lines imposed by a special setback map pursuant to
Chapter 20.08 of this code shall be followed for the purpose of determining legal setback requirements.
18.24.060 Residential density.
The following table establishes the permitted density of a lot, based on the lot area. When calculating the
number of units, if insufficient area exists to provide the minimum lot area for an additional unit, the total number of
units shall be rounded down to the smaller number. Notwithstanding the foregoing, the permitted density of any lot
shall not exceed thirty dwelling units per acre.
010904 syn 0090971 C..48
Permitted Densities RM-30
Lot Size No. of Dwelling
Lot AreaUnits/Area Square Feet of
(in square feet)Lot
Up to - 5,999 1 unit
6,000 - 8,4~i9 2 units
8,500 and over 3 units plus 1 unit/each
additional 1,350 square feet
18.24.070 Parking and loading.
(a)Off-street parking and loading facilities shall be required for all permitted and conditional uses in
accord with Chapter 18.83. All parking and loading facilities on any site, whether required or optionally provided in
addition to minimum requirements, shall comply with the regulations and design standards established by Chapter
18.83.
(b) Minimum parking requirements for selected uses permitted in the RM-30 medium density
multiple-family residence district shall be as set forth below. A minimum of one parking space per dwelling unit
shall be covered (see also Chapter 18.83)
(1)Single-Family Use. The minimum parking requirement for a site with one dwelling unit shall be
two spaces.
(2) Two-Family Use. The minimum parking requirement for a site with two dwelling units shall be
1.5 spaces per dwelling unit.
(3) Multiple-Family Use. The minimum parking requirement for a site with three or more dwelling
units shall be: 1.25 spaces per studio unit, 1.50 spaces per one-bedroom unit and 2.00 spaces per two or more
bedrooms.
(4) Lodging Use. The minimum parking requirement for a site with a lodging use shall be one space
per lodging unit, in addition to any applicable requirement based on single-family use, two-family use or multiple-
family use on the same site.
(c) Guest Parking. Guest parking shall be provided in multiple-family developments exceeding three
units, in accordance with the following requirements:
(1) The number of guest parking spaces in a development shall be one plus ten percent of the total
number of units in the development.
(2) Notwithstanding the foregoing, if more than one parking space per dwelling unit in a development
is assigned or secured so that it is inaccessible to the public, then guest parking spaces equivalent to thirty-three
percent of the total number of units in the development shall be provided.
(3) Guest parking spaces shall be clearly marked as reserved for guests and shall be in an area
providing guests with unrestricted access to the guest parking spaces.
(d) Location of Parking Spaces. No required parking space shall be located in a required front yard,
nor in the first ten feet adjoining the street property line of a required street side yard.
18.24.080 Below market rate (BMR) units.
(a)In developments often or more units, not less than ten percent of the units shall be provided at
below-market rates to low and moderate income households in accordance with Program 12 of the Palo Alto
Comprehensive Plan.
(b) Density Bonus. In developments often or more units, where BMR housing units are provided, a
density increase of no more than fifteen percent over the otherwise prescribed number of units may be permitted;
provided, that for each additional market unit an additional BMR unit is included. All other site development
regulations shall apply.
18.24.090 Special requirements.
The following special requirements shall apply in the RM-30 medium density multiple-family residence
district:
(a) The site development regulations set forth in Sections 18.12.050 through 18.12.080 of Chapter
18.12 of the Palo Alto Municipal Code shall apply to sites in single-family use.
C-49010904 syn 0090971
(b) Professional and medical office uses existing on July 20, 1978 and which, prior to that date, were
lawful conforming permitted uses or conditional uses operating subject to a conditional use permit, or which uses
were, prior to July 20, 1978, located in an RM-3 or RM-4 district, which was imposed by reason of annexation of
the property to the city without benefit ofprezoning and which, prior to the date of annexation, were lawful
conforming permitted uses or conditional uses operating subject to a conditional use permit, may remain as
grandfathered uses and shall not be subject to the provisions of Chapter 18.94.
(1) Such uses shall be permitted to remodel, improve, or replace site improvements for continual use
and occupancy by ttie same use; provided, that any such remodeling, improvement or replacement shall not resultin
increased floor area or number of offices, nor shall such remodeling, improvement or replacement result in shifting
of building footprint or increased height, length, building envelope, or any other increase in the size of the
improvement, or any increase in the existing degree of noncompliance, except through the granting of a design
enhancement exception, pursuant to Chapter 18.91.
(2) Any such remodeling, improvement, or replacement of any building designed and constructed for
residential use shall be subject to the issuance of a conditional use permit in accord with Chapter 18.90.
(3) Ifa use deemed grandfathered pursuant to this subsection (b) ceases and thereafter remains
discontinued for twelve consecutive months, it shall be considered abandoned and may be replaced only by a
conforming use.
(4) A use deemed grandfathered pursuant to this subsection (b) which is changed to or replaced by a
conforming use shall not be reestablished, and any portion of a site or any portion of a building, the use of which
changes from a grandfathered use to a conforming use, shall not thereafter be used except to accommodate a
conforming use.
(5) In the event of redevelopment of all or a portion of the site for permitted residential uses, such
professional and medical office uses may not be incorporated in the redevelopment, except that thisprovision shall
not apply to permanent conversion to residential use of space within an existing structure now used for professional
and medical office uses.
(c) Two-family uses and multiple-family uses existing on July 20, 1978 and which, prior to that date,
were lawful conforming permitted uses or conditional uses operating pursuant to a conditional use permit, or which
uses were, prior to July 20, 1978, located in an RM-3 or RM-4 district which was imposed by reason of annexation
of the property to the city without benefit of prezoning and which, prior to the date of annexation, were lawful
conforming permitted uses or conditional uses operating subject to a conditional use permit, may remain as
grandfathered uses, and shall not be subject to the provisions of Chapter 18.94. Such uses shall be permitted to
remodel, improve, or replace site improvements on the same site for continual use and occupancy by the same use;
provided, that any such remodeling, improvement or replacement shall not result in increased floor area or number
of dwelling units, nor shall such remodeling, improvement or replacement result in shifting of building footprint or
increased height, length, building envelope, or any other increase in the size of the improvement, or any increase in
the existing degree of noncompliance, except through the granting of a design enhancement exception, pursuant to
Chapter 18.91, with respect to multiple-family uses or a home improvement exception, pursuant to Chapter 18.90,
with respect to two-family uses. Ifa use deemed grandfathered pursuant to this subsection (c) ceases and thereafter
remains discontinued for twelve consecutive months, it shall be considered abandoned and may be replaced only by
a conforming use. A use deemed grandfathered pursuant to this subsection (c) which is changed to or replaced by a
conforming use shall not be reestablished, and any portion of a site or any portion of a building, the use of which
changes from a grandfathered use to a conforming use, shall not thereafter be used except to accommodate a
conforming use.
(d) Motel uses existing on July 20, 1978, and which, prior to that date, were lawful conforming
permitted uses or conditional uses operating subject to a conditional use permit, may remain as grandfathered uses,
and shall not be subject to the provisions of Chapter 18.94. Such uses shall be permitted to remodel, improve, or
replace site improvements on the same site; provided, that any such remodeling, improvement or replacement shall
not result in increased floor area or number of dwelling units, nor shall such remodeling, improvement or
replacement result in shifting of building footprint or increased height, length, building envelope, or any other
increase in the size of the improvement, or any increase in the existing degree of noncompliance, except through the
granting of a design enhancement exception, pursuant to Chapter 18.91. If a use deemed grandfathered pursuant to
this subsection (d) ceases and thereafter remains discontinued for twelve consecutive months, it shall be considered
abandoned and may be replaced only by a conforming use. A use deemed grandfathered pursuant to this subsection
(d) which is changed to or replaced by a conforming use shall not be established, and any portion of a site or any
portion of a building, the use of which changes from a grandfathered use to a conforming use, shall not thereafter be
used except to accommodate a conforming use.
C-50010904 syn 0090971
18.24.100 Recycling storage.
All new multiple-family residential development, including multiple-family residential development that is
part of a mixed use development, shall provide adequate and accessible interior areas or exterior enclosures for the
storage of recyclable materials in appropriate containers. The design, construction and accessibility of recycling
areas and enclosures shall be subject to approval by the architectural review board, in accordance with design
guidelines adopted by that board and approved by the city council pursuant to Section 16.48.070. This requirement
shall apply only to multiple-family developments that utilize dumpsters rather than individual curbside pickup for
trash collection.
C-51010904 syn 0090971
Chapter 18.60 LM LIMITED INDUSTRIAL/RESEARCH PARK DISTRICT REGULATIONS
Sections:
18.60.010
18.60.020
18.60.030
18.60.040
18.60.050
18.60.060
18.60.070
18.60.080
18.60.010
Specific purposes.
Applicability of regulations.
Permitted uses.
Conditional uses.
Site development regulations.
Parking and loading.
Special requirements.
Recycling storage.
Specific purposes.
The LM limited industrial/research park district is designed to create and maintain sites for a limited group of
professional, administrative, research and manufacturing uses which may have unusual requirements for space, light,
and air, and desire sites in an industrial/research park environment. Combining district provisions are provided to
adapt the site use and development regulations to meet the requirements of uses desiring smaller sites, or uses which
can accommodate to large sites with uneven terrain. The LM district is primarily intended for application to sites
identified for research/office park use by the Palo Alto Comprehensive Plan.
18.60.020 Applicability of regulations.
The specific regulations of this chapter and the additional regulations and procedures established b~, Chapters 18.83
to 18.99, inclusive, shall apply to all LM limited industrial/research park districts. Additionally, industrial site
combining district regulations set forth in Section 18.63 may apply within portions of the LM district.
18.60.030 Permitted uses.
The following uses shall be permitted in the LM limited industrial/research park district:
(a) Accessory facilities and activities customarily associated with or essential to permitted uses, and operated
(b)
(c)
(d)
(e)
(g)
(h)
(i)
(J)(k)
(I)
incidental to the principal use;
Administrative office services;
Colleges and universities;
Day care centers, large day care homes, small day care homes and residential care homes;
Home occupations, when accessory to permitted residential uses;
Manufacturing;
Medical, professional, and general business offices;
Private educational facilities;
Research and development;
Reverse vending machines, subject to regulations established by Chapter 18.88 of this code;
Single-family uses, two-family uses, and multiple-family residential uses;
Warehousing and distribution.
18.60.040 Conditional uses.
The following uses may be conditionally allowed in the LM limited industrial/research park district, subject to
issuance of a conditional use permit in accord with Chapter 18.90:
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(J)
Automobile service stations, subject to site and design review in accord with the provisions of
Chapter 18.82;
Eating and drinking services, except drive-in and take-out services;
Retail services;
Financial services;
Private clubs, lodges, or fraternal organizations;
Utility facilities essential to provision of utility services, but excluding construction or storage yards,
maintenance facilities, or corporation yards;
Temporary parking facilities, provided that such facilities shall remain no more than five years;
Commercial recreation;
Recycling centers;
Churches and religious institutions.
C-52010904 syn 0090971
18.60.050 Site development regulations.
The following site development regulations shall apply in the LM limited industrial/research park district. When the
LM district is combined with the industrial site combining district, the combining district regulations shall govern.
More restrictive regulations may be recommended by the architectural review board and approved by the director of
planning and commi~nity environment, pursuant to Chapter 16.48.
(a)Site Area. The minimum site area shall be four thousand seventy-four square meters (one acre).
(b)Site Width. The minimum site width shall be 30.5 meters (one hundred feet).
(c)Site Depth. The minimum site depth shall be 45.7 meters (one hundred fifty feet).
(d)Front Yard. The minimum front yard shall be 6.1 meters (twenty feet).
(e)Rear Yard. The minimum rear yard shall be 6.1 meters (twenty feet).
(f)Side Yards. The following side yard regulations shall apply:
(1)The minimum interior side yard shall be 6.1 meters (twenty feet).
(2)The minimum street side yard shall be 6.1 meters (twenty feet).
(g)Floor Area Ratio. The maximum floor area ratio shall be 0.4 to 1.
(h)Site Coverage. The maximum site coverage shall be thirty percent of the site area.
(i)Height. The maximum height shall be 10.7 meters (thirty-five feet); provided that any portion of a structure
greater than 7.6 meters (twenty-five feet) in height shall be located a minimum of 12.2 meters (forty feet)
from any site in a residential district.
(j)Accessory Facilities and Uses. Regulations governing accessory facilities and uses, and governing the
application of site development regulations in specific instances, are established by Chapte? 18.88.
(k)Outdoor Activity. All uses and activities shall be conducted within a building except the following
permitted outdoor activities or uses:
(1)Outdoor activities associated with residential use;
(2)Landscaping;
(3)Parking and loading facilities;
(4)Recycling centers which have obtained a conditional use permit;
(5)Noncommercial recreational activities and facilities accessory to permitted or conditional uses;
and
(6)Activities and facilities accessory to conditional uses, when authorized by a conditional use
permit.
(m)Special Setbacks. Where applicable, setback lines imposed by a special setback map pursuant to Chapter
20.08 of this code shall be followed for the purpose of determining legal setback requirements.
18.60.060 Parking and loading.
(a) Off-street parking and loading facilities shall be required for all permitted and conditional uses in the LM
limited industrial/research park district, in accord with Chapter 18.83. All parking and loading facilities on
any site, whether required as minimums or optionally provided in addition to minimum requirements, shall
comply with the regulations and design standards established by Chapter 18.83.
(b)Minimum parking requirements for selected uses permitted in the LM limited industrial/research park
district shall be as follows:
(1) Medical, Professional, and General Business Offices. The minimum parking requirement shall be
one space for each 27.9 square meters (three hundred square feet) of gross floor area.
(2)Administrative Office Services, Research and Development, Warehousing and Distribution, and
Manufacturing. The minimum parking requirement shall be one space for each 27.9 square meters
(three hundred square feet) of gross floor area.
(c)Location of Parking and Loading Spaces. No requirement, except as established by Chapter 18.83 or other
applicable provisions of this title.
18.60.070 Special requirements.
The following special requirements shall apply in the LM limited industrial/research park district:
(a) Permitted residential uses shall be governed by the following additional regulations:
(1) Exclusive Residential Use. For exclusive residential use on any site, the regulations and guidelines
set forth in Chapters 18.24 and 18.28 of the Palo Alto Municipal Code, respectively, shall apply.
Subsections (b) through (d) of this section shall not apply to such use.
C-53010904 syn 0090971
(b)
(c)
(d)
(2)Mixed Residential and Nonresidentia! Use. For mixed residential and nonresidential use on any
site, the regulations and guidelines set forth in Chapters 18.24 and 18.28 of the Palo Alto
Municipal Code, respectively, shall apply to that portion of the site area in residential use. In
computing residential densities for mixed residential and nonresidential uses, there shall be no
deduction for that portion of the site area in nonresidential use. The regulations set forth in this
chapter, including subsections (b) through (d) of this section, shall apply to that portion of the site
area in nonresidential use.
Sites abutting or having any portion located within 45.7 meters (one hundred fifty feet) of any RE, R-1,’R-
2, RM, or any PC district permitting single-family development or multiple-family development, shall be
subject to the following additional height and yard requirements:
(1)On any portion of a site in the LM district which abuts a site in any RE, R-I, R-2, RM, or
applicable PC district, a minimum interior yard of 6.1 meters (twenty feet), as determined pursuant
to Chapter 16.48, shall be required, and a solid wall or fence of between 1.5 and 2.4 meters (five
and eight feet) in height shall be constructed and maintained along the common site line. The first
6.1 meters (twenty feet) of any such yard abutting said residential district shall be planted and
maintained as a landscaped screen.
(2)On any portion of a site in the LM district which is opposite from a site in any RE, R-I, R-2, RM,
or applicable PC district and separated therefrom by a street, alley, creek, drainage facility, or
other open area, a minimum yard of 6.1 meters (twenty feet), as determined pursuant to Chapter
16.48, shall be required. The first 6.1 meters (twenty feet) of any such yard opposite from said
residential district shall be planted and maintained as a landscaped screen.
All uses, whether permitted or conditional, shall be conducted in such a manner so as to preclude any
nuisance, hazard, or commonly recognized offensive conditions or characteristics, includfng creation or
emission of dust, gas, smoke, noise, fumes, odors, vibrations, particulate matter, chemical compounds,
electrical disturbance, humidity, heat, cold, glare, or night illumination. Prior to issuance of a building
permit or occupancy permit, or at any other time, the building official may require evidence that adequate
controls, measures, or devices have been provided to ensure and protect the public interest, health, comfort,
convenience, safety, and general welfare from such nuisance, hazard, oi offensive condition.
Employee shower facilities shall be provided for any new building constructed or for any addition to or
enlargement of any existing building in compliance with the following table:
Use
Medical, professional, general
business offices, financial
services, colleges and
universities, research and
development and manufacturing
Gross Floor Area of New
Construction
0 - 9,999 square feet
10,000 - 19.999 square feet
20,000 - 49,999 square
50,000 square feet and up
Number of Showers
Required
No Requirement
1
2
4
(e)On any portion of a site which is located within one hundred fifty feet of any RE, R-l, R-2, RM or PC
district permitting single-family or multiple-family development, additional site development regulations
and guidelines shall apply as set forth in Chapter 18.64 of the Palo Alto Municipal Code.
18.60.080 Recycling storage.
All new development, including approved modifications that add thirty percent or more floor area to existing uses,
shall provide adequate and accessible interior areas or exterior enclosures for the storage of recyclable materials in
appropriate containers. The design, construction and accessibility, of recycling areas and enclosures shall be subject
to approval by the architectural review board, in accordance with design guidelines adopted by that board and
approved by the city council pursuant to Section 16.48.070.
010904 syn 0090971
C-54
Chapter 18.63 LIMITED INDUSTRIAL SITE COMBINING DISTRICT (3, 5) REGULATIONS
Sections:
18.63.010
18.63.020
18.63.030
18.63.040
18.63.050
18.63.010
Specific purposes.
Applicability of regulations.
Combining district classifications.
Sire development regulations.
Reserved.
Specific purposes.
The limited industrial site combining district is intended to modify the site development regulations of the LM
limited industrial/research park district, where applied in combination with such district, to provide regulations
applicable to sites of differing size and topographic characteristics.
18.63.020 Applicability of regulations.
The limited industrial site combining district may be combined with the LM district, in accord with Chapter 18.08
and Chapter 18.98. Where so combined, the regulations set forth in this chapter shall apply in lieu of the comparable
provisions established by the LM district regulations.
18.63.030 Combining district classifications.
The limited industrial site combining district shall consist of two classifications, establishing differing site
development regulations, either of which may be combined with the general LM district. Each classification of the
limited industrial site combining district shall be identified on the zoning map, when combined with the LM district,
by a number within parentheses corresponding to the applicable site development regulations specified in the table
in Section 18.63.040.
18.63.040 Site development regulations.
Within any LM district which may be combined with the limited industrial site combining district, the site
development regulations specified in the following table shall apply in lieu of the regulations otherwise applicable
within the LM district, provided that more restrictive regulations may be recommended by the architectural review
board and approved by the director of planning and community environment, pursuant to Chapter 16.48:
Site Development
Regulations
Zoning map designation
Minimum site area
Minimum site width
Minimum site depth
Minimum front yard
Minimum rear yard
Minimum interior side yard
General LM District
LM
4,074 sq. meters (1 acre)
30.5 meters (100 feet)
45.7 meters (150 feet)
6.1 meters (20 feet)
6.1 meters (20 feet)
6.1 meters (20 feet)
LM(3) Combining
District
LM (3)
4,074 sq. meters (1 acre)
30.5 meters (100 feet)
45.7 meters (150 feet)
6.1 meters (20 feet)
6.1 meters (20 feet)
6.1 meters (20 feet)
LM(5) Combining District
LM (5)
20,234 sq. meters (5 acres)
76.2 meters (250 feet)
76.2 meters (250 feet)
30.5 meters (I O0 feet)
12.2 meters (40 feet)
12.2 meters (40 feet)
Minimum street side yard
Maximum floor area ratio
Maximum site coverage
Maximum height (generally)
Maximum height within
specified distance from a
residential district
6.1 meters (20 feet)
0.4 to 1
30 percent
10.7 meters (35 feet)
7.6 meters (25 feet)
within 12.2 meters (40
feet of residential
6.1 meters (20 feet)
0.3 to 1
30 percent
10.7 meters (35 feet)
7.6 meters (25 feet)
within 12.2 meters (40
feet of residential
21.3 meters (70 feet)
0.3 to 1
15 percent
10.7 meters (35 feet)
7.6 meters (25 feet) within
24.4 meters (80 feet of
residential
8.63.050 Reserved.*
Editor’s Note: .Former Section 18.63.050, pertaining to exemptions from floor and site coverage limitations,
previously codified herein and containing portions of Ordinance No. 3891, was repealed in its entirety by
Ordinance No. 4140.
C-55010904s3~ 0090971
Chapter 18.64 ADDITIONAL SITE DEVELOPMENT AND DESIGN REGULATIONS FOR
COMMERCIAL AND INDUSTRIAL DISTRICTS
Sections:
18.64.010
18.64.020
18.64.030
18.64.010
Specific purpose.
Applicability of regulations.
Site development regulations.
Specific purpose.
The additional site development and design regulations for commercial and industrial districts are intended to
modify the regulations of the OR, CN, CC, CS, CD, GM and LM districts in areas where it is deemed essential to
reduce the lighting, noise and visual impacts of commercial and industrial uses in order to promote development
compatible with adjacent residential areas and to preclude inappropriate or inharmonious building design and siting.
18.64.020 Applicability of regulations.
The requirements and guidelines of this chapter shall be applicable to any portion of a site area in an OR, CN, CC,
CS, CD, GM or LM district which is located within one hundred fifty feet of any RE,.R-I, R-2, RM or PC district
permitting single-family or multi-family development.
Design element regulations that are identified as requirements shall be included in the design of a project. Design
elementsthat are identified as guidelines are recommended for incorporation in the design of a project. At the
submittal of the project to the architectural review board, if these guidelines are not followed, it shall be necessary
for the applicant to demonstrate how the project meets the design objectives set forth in this chapter.
18.64.030 Site development regulations.
The following design requirements shall apply and the following desi=ma guidelines are recommended for application
to any site or portion of a site in an OR, CN, CC, CS, CD, GM or LM district located within one hundred fifty feet
of a residential district, for (1) new construction and (2) modifications of existing buildings or site improvements
which qualify as major projects under Section 16.48.065 of the Palo Alto Municipal Code; provided, that more
restrictive regulations may be recommended by the architectural review board and approved by the director of
planning and community environment, pursuant to Chapter 16.48 of the Palo Alto Municipal Code.
(a)Lighting Impacts. In order to minimize the visual impacts of lighting from commercial and industrial uses
on the residential sites located in close proximity, the following additional requirements and design
guidelines shall apply to the applicable portions of the commercial/industrial site area:
(1) Requirement. Interior and exterior light sources shall be shielded in such a manner as to prevent
visibility of the light sources, and to eliminate glare and light spillover beyond the perimeter of the
development.
(2) Guidelines.
(A)Exterior light fixtures should be mounted no higher than fifteen feet.
(B)Lighting of the building exterior and parking areas should be of the lowest intensity and
energy use adequate for its purpose.
(C)Unnecessary continued illumination, such as illuminated signs or backlit awnings, should
be avoided.
(D)Timing devices should be considered for exterior and interior lights in order to minimize
light glare at night without jeopardizing security of employees.
(E)Building elevations facing residential sites should not have highly reflective surfaces,
such as reflective metal skin and highly reflective glazing. The paint colors should be in
subdued hues.
(b)Noise Impacts. In order to protect residential properties from excessive and unnecessary noises from any
sources in the commercial and industrial zones, the following additional requirements and design
guidelines shall apply to the applicable portions of the commercial/industrial site area:
(1) Requirement. Compliance with a noise level limit as prescribed in the city’s noise ordinance
(Chapter 9.10 of the Palo Alto Municipal Code).
(2)Guidelines. Parking areas, driveways, loading docks, mechanical eqtiipment, trash enclosures, on-
site recreation areas and simildr noise generating elements should be sited as far away from
residential areas as is reasonably possible. When conditions require noise generating elements to
be sited within close proximity to residential areas, noise mitigation measures should be
C-56
010904 syn 0090971
(c)
(d)
implemented as deemed suitable by the architectural review board. These measures may include
the following:
(A) Placement of concrete or masonry walls at the residential property line or around the
noise generating element;
(B)Elimination of site access close to residential sites where other access is available;
(C)Installation of an earth berm and landscape buffers where appropriate;
(D)Discouragement of the use of open air loudspeakers and compliance with the city’s
loudspeakers ordinance (Chapter 9.12 of the Palo Alto Municipal Code).
Visual Impacts. In order to reduce the apparent building mass to provide for reasonable privacy of residents
of single-family and multiple-family dwellings and to reduce the visual impact of mechanical equipment,
trash enclosures, exterior storage and loading docks, the following additional requirements and design
guidelines shall apply to the applicable portions of the commercial/industrial site area:
(1) Requirements.
(A) Blank walls facing residential sites shall incorporate architectural design features and
landscaping in order to reduce apparent mass and bulk.
(B)Adequate and accessible storage of trash and refuse shall be provided within a building or
be fully screened from public view by masonry or other opaque and durable material.
Chain link enclosures are strongly discouraged.
(C)Loading docks and exterior storage of materials or equipment shall be screened from
view from residential sites by fencing, walls or landscape buffers.
(2) Guidelines.
(A) Windows, balconies or similar openings above the first story should be oriented so as to
minimize a direct line-of-sight into residential areas.
(B)Roof vents, flues and other protrusions through the roof of any building or structure
should be obscured from public view by roof screen or proper placement.
(C)All exposed mechanical and other type equipment whether installed on the ground or
attached to the building, roof or walls, which exceeds sixteen inches in any horizontal
dimension, should be screened from public view.
(D)Increased setbacks or more restrictive daylight planes may be proposed by the applicant,
or recommended by the architectural review board, as mitigation for the visual impacts of
massive buildings.
(E)Building elevations facing residential sites should not have highly reflective surfaces,
such as reflective metal skin and highly reflective glazing. The paint colors should be in
subdued hues.
Accessive Impacts. In order to minimize conflicts between residential vehicular and pedestrian uses and
more intensive traffic associated with industrial and commercial zones, the following additional design
guidelines shall apply to the applicable portions of the commercial/industrial site area:
(1) Guidelines.
(A) The location of driveways, shipping and receiving areas, and loading docks should be
sited as far away from residential areas as feasible while recognizing site constraints and
traffic safety issues.
(B)Employee ingress and egress to a site should be located to avoid the use of residential
streets wherever feasible.
(C)Late hour and early morning truck traffic to a site located in or near a residential area
should be discouraged.
C-57010904syn 0090971
Chapter 18.70 LANDSCAPE COMBINING DISTRICT (L) REGULATIONS
Sections:
18.70.010
18.70.020
18.70.030
18.70.040
18.70.010
Specific purposes.
Applicability of regulations.
Zoning map designation.
Use limitations.
Specific purposes.
The landscape combining district is intended to provide regulations to ensure the provision of landscaped open space
as a physical and visual separation between residential districts and intensive commercial or industrial uses, and in
selected locations where landscaped buffers are desirable.
18.70.020 Applicability of regulations.
The landscape combining district may be combined with any other district established by this title, in accord with
the provisions of Chapter 18.08 and Chapter 18.98. Where so combined, the provisions of this chapter shall apply in
lieu of the corresponding provisions of the general district with which the landscape combining district is combined.
18.70.030 Zoning map desimaation.
The landscape combining district shall be applied only adjoining site lines or property lines, where consistent with
the purposes of this chapter, and shall be designated on the zoning map by the symbol "L" within parentheses,
following the general district designation for the district with which it is combined. The dimension of the landscape
combining district, measured at right angles to the property line, shall be indicated on the zoning map.
18.70.040 Use limitations.
(a) Permitted Uses. Within the landscape combining district, permitted uses shall be limited to the following
uses only, in lieu of any uses prescribed for the general district:
(1)Landscaping and screen planting:
(2)Such fences or walls adjoining the property line as may be required, by the provisions of the
general district regulations.
(b)Conditional Uses. Within the landscape combining district, conditional uses shall be limited to the
following uses only, in lieu of any uses prescribed for the general district:
(1) Noncommercial recreational activities and facilities, when conducted primarily in open,
unenclosed landscaped areas, and when conducted accessory to or in association with uses listed
as permitted uses or as conditional uses in the general district;
(2)Pedestrian. bicycle, and equestrian pathways, walkways and trails, or vehicular access drives,
when serving uses listed as permitted or conditional uses in the general district.
C-58010904 syn 0090971
Chapter 18.82 SITE AND DESIGN REVIEW COMBINING DISTRICT REGULATIONS (D)
Sections:
18.82.010
18.82.020
18.82.030
18.82.040
18.82.050
18.82.055
18.82.060
18.82.070
18.82.080
18.82.010
Specific purposes.
Applicability of regulations.
Zoning map designation.
Design approval required.
Application.
Application process.
Action by commission.
Action by council.
Term - Expiration.
Specific purposes.
The site and design review combining district is intended to provide a process for review and approval of
development in environmentally and ecologically sensitive areas, including established community areas which may
be sensitive to negative aesthetic factors, excessive noise, increased traffic or other disruptions, in order to assure
that use and development will be harmonious with other uses in the general vicinity, will be compatible with
environmental and ecological Objectives, and will be in accord with the Palo Alto Comprehensive Plan.
18.82.020 Applicability of regulations.
The site and design review combining district may be combined with any other district established by this title, in
accord with the provisions of Chapter 18.08 and Chapter 18.98. Where so combined, the site and design review
process established by this chapter shall apply to all sites. In addition, the provisions of this chapter shall apply to all
sites in the OS open space district, and shall apply to all sites in the AC aga-icultural conservation district.
18.82.030 Zoning map designation.
Where combined with any general district other than OS or AC, the site and design review district shall be
designated on the zoning map by the symbol "D" within parentheses, following the general district designation for
the district with which it is combined.
18.82.040 Design approval required.
Site and design approval shall be secured prior to issuance of any permit or other approval for the construction of
any building or the establishment of any use on any site within the site and design review combining district, or on
any site which is made subject to the provisions of this chapter by an express requirement of any other provision of
this code.
18.82.050 Application.
Application for site and design review shall be made to the zoning administrator and shall be accompanied by the
application fee prescribed in the municipal fee schedule. The application shall include the following:
(a)A site plan showing the location of all proposed buildings, structures, planted or landscaped areas, paved
areas, and other improvements, and indicating the proposed uses or activities within the site;
(b)Drawings or sketches showing the elevations of all proposed buildings, sufficiently dimensioned to indicate
the general scale, height, and bulk of such buildings.
18.82.055 Application process.
(a) The applicant seeking site and design approval shall initially submit to the planning commission a site plan
and elevations as described in Section 18.82.050. The plans and elevations may be preliminary in nature
but must show all,pertinent information requested by the zoning administrator.
(b)If the planning commission recommends denial, a detailed site plan and elevations consistent with the
planning commission recommendation shall be forwarded directly to the city council.
(c)If the planning commission recommends approval, a detailed site plan and elevations consistent with the
planning commission recommendation shall be forwarded to the architectural review board for review
pursuant to regulations in Chapter 16.48.
(d)The plans and elevations, as approved by the planning commission and the architectural review board, are
submitted with recommendations to council for final action.
C-59010904 syn 0090971
18.82.060 Action by commission.
Unless the application for design approval is diverted for administrative approval pursuant to Chapter 18.99, the
planning commission shall review the site plan and drawings, and shall recommend approval or shall recommend
such changes as it may deem necessary to accomplish the following objectives:
(a)To ensure Construction and operation of the use in a manner that will be orderly, harmonious, and
compatible with existing or potential uses of adjoining or nearby sites.
(b)To ensure the desirability of investment, or the conduct of business, research, or educational activities, or
other authorized occupations, in the same or adjacent areas.
(c)To ensure that sound principles of environmental design and ecological balance shall be observed.
(d)To ensure that the use will be in accord with the Palo Alto Comprehensive Plan.
18.82.070 Action by council.
To the extent that site and design review is contemplated under this chapter, and upon receipt of the
recommendation of the planning commission, the council may approve, modify, or disapprove the proposed plans
submitted pursuant to this chapter. No building permit or other permit or approval for building construction or use of
the site shall be issued or granted until the Plans have been approved by the city council, or by the director of
planning and community environment as provided in Chapter 18.99.
18.82.080 Term - Expiration.
In the event actual construction of the project is not commenced within two years of the effective date of approval
thereof, said approval shall expire and be of no further force or effect. Whenever a vesting tentative map is approved
or conditionally approved pursuant to Chapter 21.13 of the Palo Alto Municipal Code and the Subdivision Map Act,
the approval pursuant to this chapter shall be valid until the expiration of the vesting tentative map, or expiration of
development rights under the final map. Applications may be made for extensions, but only in conjunction with
applications for extensions of the vesting tentative map or the final vesting map pursuant to Chapter 21.13 and the
Subdivision Map Act.
C-60010904syn 0090971
Chapter 18.83 OFF-STREET PARKING AND LOADING REGULATIONS*
Sections:
18.83.010
18.83.015
8.83.020
8.83.030
8.83.040
8.83.050
8.83.060
8.83.070
8.83.080
8.83.090
8.83.100
8.83.110
8.83.120
8.83.130
Specific purposes.
Definitions.
Applicability of regulations.
Pa.rking assessment districts and areas.
Basic regulations.
Schedule of off-street parking, loading and bicycle facility requirements.
Design standards - Purpose.
Design standards - Accessible parking.
Design standards - Bicycle parking facilities.
Design standards - General parking facilities.
Design standards - Landscaping in parking facilities and required landscaped areas.
Design standards - Other.
Adjustments to requirements by the director of planning and community environment.
Adjustments to requirements in parking assessment areas by the zoning administrator.
18.83.010 Specific purposes.
Off-street parking, loading and bicycle facilities are required for new uses and enlargements of existing uses,
proportional to the need created by each use, in order to alleviate traffic congestion. Development regulations and
design standards are intended to ensure the usefulness of parking, loading, and bicycle facilities, protect the public
safety, and, where appropriate, to mitigate potential adverse impacts on adjacent land uses.
18.83.015 Definitions.
For purposes of this chapter:
(a) "Parking assessment areas" means either:
(1) The "downtown parking assessment area," which is that certain area of the city delineated on the
map of the University Avenue parking assessment district entitled "Proposed Boundaries of University
Avenue Off-Street Parking Project No. 75-63 Assessment District, City of Palo Alto, Count3.’ of Santa
Clara, State of California," dated October 30, 1978, and on file with the city clerk: or
(2) The "California Avenue area parking assessment district," which is that certain area of the city
delineated on the map of the California Avenue area parking assessment district entitled "Proposed
Boundaries, California Avenue Area Parking Maintenance District" dated December 16. 1976, and
on file with the cit3’ clerk;
(b)"Construction of floor area" means the construction or building of"floor area" as that phrase is defined and
used in Title 16 of this code except for new floor area added to an existing, restored, or partially
reconstructed building to meet the minimum requirements of federal, state or local laws relating to fire
prevention and safety, handicapped access, and building and seismic safety;
(c)"Design approval" means approval pursuant to Chapter 16.48 by the director of planning and community
environment upon recommendation of the architectural review board of the design of a project as
distinguished from either preliminary review applications or later minor approvals and recommendations
for landscaping and design details;
(d)Within the downtown parking assessment area, "exempt floor area" means all or a portion of that floor area
of a building which is located at nearest grade and which does not exceed a floor area ratio of 1.0 to 1.0;
(e)Within the California Avenue area parking assessment district, "exempt floor area" means either: (1) All or
a portion of that floor area of a building which is located at or nearest grade and which does not exceed a
floor area ratio of 0:5 to 1.0 or (2) the amount of floor area shown on the 1983-84 California Avenue area
assessment district rolls in the engineer’s .report for bonds issued pursuant to Title 13 of the municipal code,
whichever is greater;
(f)"Accessible" means the ability to be used by persons with disabilities as defined in the Americans with
Disabilities Act of 1990.
18.83.020 Applicability of regulations.
The regulations of this chapter shall be applicable in each district established by this title.
18.83.030 Parking assessment districts and areas.
C-61
010904 syn 0090971
(a)
(b)
Except as provided in subsection (b) below, within any parking assessment district established by the city
for the purpose of providing off-street parking facilities, all or a portion of the off-street parking
requirement for a use may be satisfied by payment of assessments or fees levied by such district on the
basis of parking spaces required but not provided.
Unless a project for the construction of floor area has received design approval prior to December 19, 1983,
or has undergone preliminary review pursuant to Chapter 16.48 on December 1st or 15th, 1983, the only
portion of off-street parking required for construction of floor area in a parking assessment area which .may
be satisfied by payment of assessments or levies made within such area on the basis of parking spaces
required but not provided, is that portion of the parking requirements associated with the uses proposed to
be conducted in that area of the floor equal to the exempt floor area for the site. Where only a portion of
floor area constitutes exempt floor area, and uses with more than one parking standard as required by this
chapter are proposed for said floor, the use on that portion of the floor which generates the highest parking
requirement will be designated as the exempt floor area.
All other required off-street parking, which is not satisfied by such payment of assessments, shall be
provided in accordance with this chapter.
This subsection shall be interpreted to allow changes in the use of all exempt floor area and nonexempt
floor area existing as of February 16, 1984 without requiring additional parking; provided, that the change
in use does not consist of a change from residential to nonresidential, or an increase in actual floor area
which does not constitute exempt floor area.
No project which has received design approval prior to December 19, 1983, or which has undergone
preliminary review on December 1 st or 15th, 1983, shall increase the amount of floor area approved or
reviewed or decrease the area designed or intended for parking without meeting the requirements of this
chapter.
18.83.040 Basic regulations.
(a) Off-street parking, loading and bicycle facilities shall be provided for any new building constructed and for
any new use established, for any addition or enlargement of an existing building or use, and for any change
in the occupancy of any building or the manner in which any use is conducted that would result in
additional spaces being required, subject to the provisions of this chapter.
(b)No use of land lawfully existing on July 20, 1978 is nonconforming solely because of the lack of off-street
parking, loading, or bicycle facilities prescribed in this chapter; provided, that facilities being used for off-
street parking on July 20, 1978, shall not be reduced in capacity to less than the number of spaces
prescribed in this chapter or altered in design or function to less than the minimum standards prescribed in
this chapter.
(c)For additions or enlargements of any existing building or use, or any change of occupancy or manner of
operation that would increase the number of parking, loading or bicycle spaces required, the additional
parking shall be required only for such addition, enlargement, or change and not for the entire building or
use.
(d)Parking, loading or bicycle spaces required by this chapter for any building or use shall not be considered
to meet the requirement for any other building or use, except where a joint facility serving more than one
building or use contains the total number of spaces required for each building or use separately, or where
adjusted parking requirements for joint use parking facilities are specifically authorized pursuant to Section
18.83.120.
(e)Parking, loading or bicycle facilities required by this chapter, or provided optionally in addition to the
minimum requirements prescribed by this chapter, shall conform to the design standards set forth in
Sections 18.83.060 through 18.83.110.
(f)Parking, loading and bicycle facilities required by this chapter shall be maintained for the duration of the
use requiring such facilities, except as authorized pursuant to Section 18.83.120.
(g)All off-street parking facilities required by this chapter shall be located on the same site as the use for
which such facilities are required, except as authorized pursuant to Section 18.83.120.
(h)No use shall be required to provide more spaces than prescribed by this chapter, or prescribed by the
director of plarming and community environment in accord with this chapter, or prescribed by any
conditional use permit, variance, or planned community district. Where additional spaces are provided,
such spaces may be considered as meeting the requirements for another use, subject to Sections 18.83.120
and 18.83.130.
18.83.050 Schedule of off-street parking, loading and bicycle facility requirements.
C-62
010904 syn 0090971
(a)
(b)
(c)
In each district, off-street parking, loading and bicycle facilities for each use shall be provided in accord
with this chapter. The requirement for any use not specifically listed shall be determined by the director of
planning and community environment on the basis of the requirement for similar uses, and on the basis of
evidence of actual demand created by similar uses in Palo Alto and elsewhere, and such other traffic
engineering or planning data as may be available and appropriate to the establishment of a minimum
requirement.
The schedule of off-street parking, loading and bicycle facility requirements established by subsection (a)
shall be a~plied as follows:
(1) Where the application of the schedule results in a fractional requirement, a fraction of 0.5 or
greater shall be resolved to the higher whole number.
(2)For purposes of this chapter, gross floor area shall not include enclosed or covered areas used for
off-street parking or loading, or bicycle facilities.
(3)Where uses or activities subject to differing requirements are located in the same structure or on
the same site, or are intended to be served by a common.facility, the total requirement shall be the
sum of the requirements for each use or activity computed separately, except as provided by Table
1 in subsection (c). The zoning administrator, when issuing a conditional use permit(s) for
multiple conditional uses on a site, may restrict the hours of operation or place other conditions on
the multiple.uses so that parking needs do not overlap and may then modify the total parking -
requirement to be based on the most intense use at any one time.
(4)Where requirements are established on the basis of seats or person capacity, the building
regulations provisions applicable at the time of determination shall be used to define capacity.
(5)Where residential use is conducted together with or accessory to other permitted uses, applicable
residential requirements shall apply in addition to other nonresidential requirements, except as
provided by Sections 18.83.120 and 18.83.130.
Tables 1 and 2.
Section 18.83.050 - Table 1. Minimum Off-Street Parking Requirements
Use
Accessory employee
housing or guest cottage
Administrative office
services:
(a) In the LM District
(b) In all other districts
...... Animal Care Facilities
.......Automobile Service
Station
(a)Except in parking
assessment area
......(b) In the California Ave.
Minimum Off-Street
Parking Requirement
I space per unit
1 space for each 27.9 sq.
m. (300 sq.ft.) of gross
floor area
1 space for each 23.2 sq.m.
(250 sq.ft.) of gross floor
area
l space for each 32.5 sq.m.
(350 sq.ft.) of gross floor
area
1 space for each 32.5 sq.m.
(350 sq.ft.) of gross
enclosed floor area, plus
queue capacity equivalent
to the service capacity of
gasoline pumps
1 space for each 2.82 sq.m.
None
10% of auto parking
10% of auto parking
10% of auto parking or 1
space-whichever is greater
None.
None.
Minimum Bicycle Parking Requirement
Spaces Class"
80% - I
20%- II
80%-I
20%-11
80%-I
20o/’o-III
" For description of bicycle parking classes, refer to Section 18.83.080
C-63010904 syn 0090971
Use
parking assessment
area.
Automotive Services:
Minimum Off-Street
Parking Requirement
(310 sq.ft.) of gross
enclosed floor area, plus
queue capacity equivalent
to the service capacity of
gasoline pumps.
(a)Enclosed, except in
parking assessment
areas
(b)Open lot, except
parking assessment
areas
(c)In the Califomia Ave.
parking assessment
area
Business and Trade
Schools
Churches and religious
institutions
Commercial recreation
Community, facilities,
including swimming club,
tennis club, golf course,
community centers,
neighborhood centers, and
similar activities
1 space for each 32.5 sq.m.
(350 sq.ft.) of gross floor
area.
1 space for each 46.5 sq.m.
(500 sq.ft.) of exterior
sales, display, or storage
site area.
I space for each 13.9 sq.m.
(150sq.ft.) of gross floor
area, display, or storage on
site.
1 space for each 4-person
capacity, or 1 space for
each 23.2 sq.m. (250
sq.ft.) of gross floor area,
whichever is greater.
I space fo each 4 seats or
4-person capacity, based
on maximum use of all
facilities at the same time.
1 space for each 4 seats or
4-person capacity, or as
adjusted by the Zoning
Administrator as part of
the conditional use permit,
not to exceed a 30%
reduction.
Minimum Bicycle Parking. Requirement
Spaces
None
None
None
10% of auto parking
10% of auto parking
25% of auto parking
Class"
40% - I
60% - II - covered
20%- I
40% - II
40% - III
20% - I
20% - II
60% - III, or as adjusted
by the Zoning
Administrator as part of
the conditional use permit.
1 space for each 4-person 25% of auto parking 20% - I
20% - II - covered
60% - III, or as adjusted
by the Zoning
Administrator as part of
the conditional use permit
010904 syn 0090971
25% of auto parking
None.
100% - II
capacity based on
maximum use of all
facilities, or as adjusted by
the Zoning Administrator
as part of the conditional
use permit, not to exceed a
30% reduction
1 space for each 2.5
patient beds
(a) Day care centers: 1
space for each 1.5
employees
(b) Day care homes: 2
spaces per dwelling
unit, of which one
space shall be covered
(c)Family day care
homes: 2 spaces per
C-64
Day care centers, day care
homes, family day care
homes, and residential care
homes
Convalescent facilities 10% of auto parking 2 spaces - I
Remainder- III
25% of auto parking 100%- II
Use
Downtown Universib’
Avenue Parking
Assessment Area - all uses
Drive-up windows
providing services to
occupants in vehicles
Eating and Drinking
services:
(a)With drive-in or take-
out facilities.
(b)All others, except
parking assessment
areas.
(c)All others, in the
California Ave.
parking assessment
area.
Financial services:
(a)Bank, savings and
loan offices with
696.7 sq.m. or less
(7,500 sq.ft.) of gross
floor area:
1. Except in the
parking
assessment areas
2.In the California
Ave. parking
assessment area.
(b)Banks, savings and
loan offices with more
Minimum Off-Street
Parking Requirement
dwelling unit, of
which one space shall
be covered
(d)Residential day care
homes: 2 spaces, of
which one space shall
be covered, for the
residential owners or
tenants
Where such uses are
conditional, to be
established by use permit
conditions
1. space for each 23.2 sq.
m. (250 sq. ft.) of gross
floor area
Queue line for 5 cars, not
blocking any parking
spaces, in addition to other
applicable requirements
3 spaces for each 9.3 sq.m.
(100 sq.ft.)of gross floor
area.
1 space for each 60 gross
sq.fi, of public service
area, plus one space for
each 200 gross sq.ft, for all
other areas.
1 space for each 14.4 sq.m.
(155 sq.fi.) of gross floor
area
1 space for each 18.6 sq.m.
(200 sq.ft.) of gross floor
area
1 space for each 16.7 sq.m.
(180 sq.ft.) of gross floor
area
None.
10% of auto parking
None.
25% of auto parking
10% of auto parking
10% of auto parking
Minimum Bicycle Parking Requirement
Spaces Class"
40%- I
60% - III
40% - I
60% - Ill
40%- I
30% - II
30%- Ill
40% - I
60%- IIl
10% of auto parking
10% of auto parking
40% - I
60% - Ill
40% - I
60% - IIl
C-65
010904s3~ 0090971
Use
than 696.7 sq.m.
(7,500 sq.ft) of gross
floor area.
1.Except inthe
parking
assessment areas
2.In the California
Ave. parking
assessment areas
(c) Others
General Business Services:
(a)Enclosed, except in
parking assessment
areas.
(b)Enclosed, in the
California Ave.
parking assessment
area.
(c) Open lot
Hospitals
Hotel
Lodging
Manufacturing:
(a) In the LM District
(b) In all other districts
Medical, professional, and
general business offices:
(a) In the LM District
010904 syn 0090971
Minimum Off-Street
Parkino_, Requirement
1 space for each 23.2 sq.m.
(250 sq.ff.) of~oss floor
area
1 space for each 28.8 sq.m.
(3 I0 sq.ft.) of gross floor
area
I space for each 23.2 sq.m.
(250 sq.fi.) of gross floor
area.
1 space for each 32.5
sq..m. (350 sq.ft) of gross
floor area
1 space for each 33.4 sq.m.
(350 sq.ft.) of gross floor
area
1 space for each 46.5 sq.m.
(500 sq.ft.) of sales,
display or storage site area
1 space fo each 1.5 patient
beds
1 space per guestroom;
plus the applicable
requirement for eating and
drinking, banquet,
assembly, commercial or
other as required for such
use, less 75 percent of the
spaces required for
guestrooms.
1 space for each lodging
unit in addition to other
residential use
requirements
1 space for each 27.9 sq.m.
(300 sq.ft.) of gross floor
area
1 space for each 46.5 sq.m.
(300 sq.ft.) of~oss floor
area
1 space for each 27.9 sq.m,
(300 sq.ft.) of gross floor
area
C-66
10% of auto parking.
10% of auto parking
10% of auto parking
10% of auto parking
10% of auto parking
10% of auto parking
10% of auto parking
10% of auto parking
1 space per lodging unit
10% of auto parking
10% of auto parking
10% of auto parking
Minimum Bicycle Parkin~ Requirement
Spaces Class"
40% - I
60% -III
40% - I
60% - III
40% - I
60% - III
80% - I
20% - II
80% - 1
20% - II
100% - III
60%- I
40%- II
40% - l
30%- II
30% - III
100% - I
80%- I
20% - II
80% - I
20°,/o - II
60% - I
40% - II
Use
"(b)In all other districts,
except in parking
assessment areas
(c)In the Californi.a Ave.
parking assessment
area
Mortuaries
Multiple-family residential
use
(a) Guest parking
Personal services:
(a)Except in parking
assessment areas.
(b)In the California Ave.
parking assessment
area
Private clubs, lodges and
fraternal organizations
Recycling Center
Research and
development:
(a) In the LM District
(b) In all other districts
Retail:
(a)Intensive. Except in
the parking
010904 syn 0090971
Minimum Off-Street
Parking Requirement
1 space for each 23.2 sq.m.
(250 sq,ft.) of gross floor
area
1 space for each 28.8 sq.m.
(310 sq.ft.) of gross floor
area
1 space for each 4 seats or
4-person capacity, plus
funeral procession queue
capacity of 5 cars
1.25 spaces per studio unit,
1.5 spaces per l-bedroom
unit, or larger unit; of
which at least one space
per unit must be covered
For projects exceeding 3
units: 1 space plus 10% of
total number of units,
provided that if more than
one space per unit is
assigned or secured
parking, then guest spaces
equal to 33% of all units is
required.
1 space for each 18.6 sq.m.
(200 sq.ft.) of~oss floor
area
1 space for each 41.8 sq.m.
(450 sq.fi.) of~oss floor
area
1 space for each 4 seats or
Minimum Bicycle Parking Requirement
Spaces
10% of auto parking
Class*
60% - I
40% - II
60% - I
40% - II
100%- II
10% of auto parking
2 spaces
100% - I1 space per unit
1 space for each I0 units
10% of auto parking
10% of auto parking
100% - Ill
4-person capacity based on 40%
maximum of use of all 40%
space at one time
1 space for each attendant None
1 space for each 27.9 sq.m.10% of auto parking 80% - I
(300 sq.ft.) of gross floor 20% - II
area
1 space for each 23.2 sq.m.10% of auto parking 80% - I
(250 sq.ft.) of~oss floor 20% - II
area
1 space for each 18.6 sq.m.10% of auto parking 20% - I
(200 sq.ft.) of gross floor 40% - II
C-67
-I
- II
-III
10% of auto parking 20%
20%- I
40%- II
40%- III
20%- I
40%- II
40%- II1
Use
assessment areas.
(b) Intensive in the
California Ave.
parking assessment
area
(c) Extensive
(d) Open lot
Schools and Educational
Facilities:
(a) Grades K-8
(b) Grades 9-12
Shopping Center
Single-family residential
use: (including second
detached single-family
dwelling units)
(a) In the O-S district
(b) In all other districts
Two-family residential use
Warehousing and
distribution:
(a) In the LM District
(b) In all other districts
Any use not specified
Minimum Off-Street
Parking Requirement
area
1 space for each 22.3 sq.m.
(240 sq.ft.) of gross floor
area
1 space for each 32.5 sq.m.
(350 sq.ft.) of gross floor
area
1 space fo each 46.5 sq.m.
(500 sq.ft.) of sales,
display or storage site area
2 spaces per teaching
station
4 spaces per teaching
station
1 space for each 25.6 sq.m.
(275 sq.ft.) of gross floor
area
For the primary dwelling
unit, 4 spaces, of which
one space must be covered
For all additional units, 2
spaces per unit, of which
one space must be covered
2 spaces per unit, of which
one space must be covered
1.5 spaces per unit, of
which one space must be
covered
1 space for each 27.9 sq.m.
(300 sq.ft.) of gross floor
area
1 space for each 23.2 sq.m.
(250 sq.ft.) of gross floor
area
To be determined by the
Director of Planning and
Communi~’ Environment
Minimum Bicycle Parking Requirement
Spaces Class"
10% of auto parking
10% of auto parking
10% of auto parking
1 space per every 3
students
1 space per every 3
students
10% of auto parking
None
None
None
1 space per unit
10% of auto parking
10% of auto parking
To be determined by the
Director of Planning and
CommuniW Environment
40% - III
20%- I
40%- II
40% - III
20%- I
40% - II
40% -III
100% - IIII
100% - III enclosed
100% - III enclosed
40%- I
30% - II
30%- III
100% - I
80% - I
20% - II
80%- I
20% - II
010904 syn 0090971
C-68
* For description of bicycle parking classes, refer to Section 18.83.080
Table 2. Minimum Off-Street Loading Requirements
Use
Automotive use
Single-family residential
use
.... Two-family residential useMultiple-family residential
use
Lodging
Dormitory,
fraternity/sorority, or
group housing where
meals are provided in
common dining facilities
Housing for the elderly or
other commnunit facility,
where-meals are provided
in common dining
facilities
Medical offices
Professional offices
General business offices
Financial services
Personal services
Administrative office
services
Research and
Development
Hospitals
Convalescent facilities
Hotel
Retail services
Eating and drinking
services
Warehousing and
distribution
Manufacturing
Minimum Off-Street Parking
Requirements
0-2,786 sq. m.
(0-29,999 sq. ft.)
2,787-6,502 sq. m.
(30,000-69,999 sq. ft.)
6,503-11,148 sq. m.
(70,000-120,000 sq. ft.)
For additional 4,645 sq. m.
(50,000 sq. ft.) over 11,148 sq.m.
(120,000 sq.ft.)
No requirement established
No requirement established
No requirement established
0-928 sq. m. (0-9,999 sq. ft.)
929-9,289 sq. m. (10,000-99,999
sq. ft.)
9,290 sq. m. (100,000 sq. ft.)
0-928 sq. m. (0-9,999 sq. ft.)
929-9,289 sq. m. (10,000-99,999
sq. ft.)
1
2
3
0
1
0
l
9,290-18,580 sq. m. (I00,000-2
199,999 sq. ft.)
18,581 sq. m. (200,000 sq. ft. or 3
~eater)
0-464 sq. m. (0-4,999 sq. ft.)
2,787-6,502 sq. m. (30,000-
69,999 sq. ft.)
1
2
Minimum Bicycle Parking Requirement
Spaces Class*
6,503-11,148 sq. m. (70,000-
120,000 sq. ft.)
1 additional space
* For description of bicycle parking classes, refer to Section 18.83.080
C-69-
010904 syn 0090971
IAII uses not specifically
listed
To be determined by Director of
Planning and Community
Environment ¯
18.83.060 Design standards - Purpose.
Design standards are established to set basic dimensions and requirements for parking, bicycle and loading facilit.ies.
Such standards shall be used by the building official, chief transportation official, the director of planning and
community environment, the zoning administrator, the planning commission, the architectural review board, and any
other authorities, departments, boards or commissions responsible for application and administration of parking,
bicycle, and loading requirements established by this chapter.
18.83.070 Design standards - Accessible parking.
(a) Compliance with Other Laws. The requirements for accessible parking facilities as described in this section
are in conformance with the California Code of Regulations, Title 24, and the Americans with Disabilities
Act of 1990.
(b)Requirements for Residential Facilities. The requirements set forth in this section shall apply to common
parking in residential.facilities of four or more units. These requirements shall not apply to parking which
is restricted by design for the exclusive use of a single unit.
(c)Number of Stalls Required. The following table establishes the number of accessible parking stalls
required.
Total Number of Parking Stalls in Parking
Lot or Structure
1-25
26-50
51-75
76-100
101-150
151-200
201-300
301-400
401-500
Required Minimum Number of Accessible Parking
Stalls
1
2
3
4
5
6
7
8
9
501-1000 2 percent of total
1000 and over 20 plus 1 for each 100 over 1000
One in every, eight accessible stalls, but not less than one, shall be "van accessible," and be specially signed as such,
as described in subsections (e)(1) and (i) below. All such stalls may be grouped on one level of a parking structure.
EXCEPTION: When fewer than five total parking spaces are provided at buildings and facilities subject to these
regulations, one shall be fourteen feet wide and be lined to provide a nine-foot parking area and a five-foot loading
and unloading area, as illustrated in Figure 1 of subsection (m). However, there is no requirement that this stall be
van-accessible and no requirement that it be reserved exclusively or identified for use only by persons with
disabilities.
(d)Required Number of Stalls for Medical Facilities. At facilities providing medical care and other services for
persons with mobility impairments, accessible parking stalls shall be provided in accordance with the table
in subsection (c) above, except as follows:
(1) Outpatient Units and Facilities. Ten percent of the total number of parking stalls provided serving
each such outpatient unit or facility shall be accessible.
(2)Units and facilities that specialize in treatment or services for persons with mobility impairments:
twenty percent of the total number of parking stalls provided serving each such unit or facility
shall be accessible.
C-70010904s~ 0090971
(e)
(0
(g)
(h)
(i)
Parking Stall Sizes.
(1) Van-Accessible. If only one van-accessible stall is provided, it shall be 5.18 meters (seventeen
feet) wide and lined to provide a 2.74 meter (nine foot) parking area and a 2.44 (eight foot)
loading and unloading area on the passenger side of the vehicle. When more than one van-
accessible stall is provided, in lieu of providing a seventeen foot wide space for each parking stall,
two stalls may be provided within a 7.92 meter (twenty-six foot) wide area lined to provide a 2.74
meter (nine foot) parking area on each side of a 2.44 meter (eight foot) loading and unloading area
iri the center. The minimum length of each parking stall shall be 5.5 meters (eighteen feet). Ret~er
to Figures 1 and 2 of subsection (m).
(2)Non-Van-Accessible. If only one non-x;an-accessible stall is provided, it shall be 4.27 meters
(fourteen feet) wide and lined to provide a 2.74 meter (nine foot) parking area and a 1.52 meter
(five foot) loading and unloading area on the passenger side of the vehicle. When more than one
stall is provided, in lieu of providing a fourteen foot wide space for each parking stall, two stalls
can be provided within a 7.01 meter (twenty-three foot) wide area lined to provide a 2.74 meter
(nine foot) parking area on each side of a 1.52 meter (five foot) loading and unloading area in the
center. The minimum length ofeach parking stall shall be 5.5 meters (eighteen feet). Refer to
Figures I and 2 of subsection (m).
Parking Stall Location. Accessible parking stalls serving a particular building shall be located on the
shortest accessible route of travel from adjacent parking to an accessible entrance. In parking facilities that
do not serve a particular building, accessible parking shall be located on the shortest accessible route of
travel to an accessible pedestrian entrance of the parking facility. In buildings with multiple accessible
entrances with adjacent parking, accessible parking stalls shall be dispersed and located closest to the
accessible entrances.
Arrangement of Parking Stalls. In each parking area, a bumper or curb shall be provided and located to
prevent encroachment of cars over the required width ofwalkways. The stalls shall also be located so that a
person with a disability is not compelled to wheel or walk behind parked cars other than his/her own.
Accessible pedestrian ways shall be provided from each such parking stall to related facilities, including
curb cuts or ramps as needed. Ramps shall not encroach into any parking stall.
EXCEPTION NO. 1: Ramps located at the front of accessible parking stalls may encroach into the length
of such stalls when such encroachment does not limit the capability of a person with a disability to leave or
enter his/her vehicle, thus providing equivalent facilitation. Refer to Figures 1 and 2 of subsection (m).
EXCEPTION NO. 2: Where the accessibility standards advisory committee determines that compliance
with any regulation of this subsection (g) would create an unreasonable hardship, a variance or waiver may
be granted, when equivalent facilitation is provided.
EXCEPTION NO. 3: Parking stalls may be provided which would require a person with a disability to
wheel or walk behind other than accessible parking stalls when the accessibility standards advisory
committee determines that compliance with these regulations or providing equivalent facilitation would
create an unreasonable hardship.
Slope of Parking Stall. Surface slopes of accessible parking stalls and passenger loading zones shall be a
minimum of 1:100 (one percent, for drainage purposes) and shall not exceed 1:50 (2 percent) gradient in
any direction.
Identification. Each accessible parking stall shall be identified by a permanently affixed reflectorized sign
constructed of porcelain on steel, beaded text, or its equivalent, displaying the international symbol of
accessibility. The sign shall not be smaller than 45161.3 square millimeters (seventy square inches) in area
and shall be centered at the interior end of the parking space at a minimum height of 2032 millimeters
(eighty inches) from the bottom of the sign to the finished grade of the parking space, or centered on the
wall at the interior end of the parking space at a minimum heist of 914.4 millimeters (thirty-six inches)
from the finished grade of the parking space, ground, or sidewalk. Van-accessible parking stalls as
described in subsection (e)(l) above shall have an additional sign "Van-accessible" mounted below the
symbol of accessibility.
A sign shall also be posted, in a conspicuous place, at each entrance to the off-street parking facility. The
sign shall be no less than 431.8 millimeters (seventeen inches) by 558.8 millimeters (twenty-two inches) in
size with lettering no less than 35.4 millimeters (one inch) in height, clearly and conspicuously stating the
following: "Unauthorized vehicles parked in designated accessible spaces not displaying distinguishing
placards or license plates issued for disabled persons may be towed away at owner’s expense. Towed
vehicles may be reclaimed at or by telephoning. " Blank spaces are to be filled in
with appropriate information as a permanent part of the sign.
C-71
010904 syn 0090971
(J)
(k)
(m)
In addition to the above requirements, the surface of each accessible parking stall shall have a surface
identification duplicating either of the following schemes: by outlining or painting the stall in blue and
painting on the ground in the stall, in white or suitable contrasting color, the international symbol of
accessibility (a profile view depicting a wheelchair with occupant; or by painting the international symbol
of accessibility on the ground in the stall in white on a blue background. The symbol shall be at least three
feet by three feet square and be located so that it is visible to a traffic enforcement officer when a vehicle is
properly parked in the space, as illustrated in Figures 1 and 2 of subsection (m).
Vertical Clearance. Entrances to and areas within parking structures shall have a minimum vertical
clearance of 2.49 meters (eight feet two inches) where required for access to accessible parking stalls. The
minimum vertical clearance at accessible passenger loading zones and along at least one vehicle access
route to such areas from site entrance(s) and exit(s) shall be 2.90 meters (nine feet six inches).
EXCEPTION NO. 1: Where the accessibility standards advisory committee determines that compliance
with this subsection would create an unreasonable hardship, an exception may be granted, when equivalent
facilitation is provided.
EXCEPTION NO. 2: This section shall not apply to existing buildings where the accessibility standards
advisory committee determines that, due to legal or physical constraints, compliance with these regulations
or equivalent facilitation would create an unreasonable hardship.
Accessible Passenge( Loading Zones. If passenger loading zones are provided, then at least one passenger
loading zone shall be accessible. Accessible passenger loading zones shall provide an access aisle at least
1.52 meters (five feet) wide and 6. l0 meters (twenty feet) long adjacent and parallel to the vehicle pull-up
space (Refer to Figure 2 of subsection (m)). If there are curbs between the access aisle and the vehicle pull-
up space, then a curb ramp shall be provided.
(l) Valet Parking. Valet parking facilities shall provide a passenger loading zone complying with
subsection (k) above, located on an accessible route to the entrance of the facility. The
requirements of this section apply to facilities with valet parking.
Figures ! and 2.
[Editor’s Note: Figures 1 and 2 may be found at the end of this chapter in a printed edition of this code.](Ord. 4079 §
4 (part), 1992)
18.83.080 Design standards - Bicycle parking facilities.
(a) Classifications of Bicycle Parking Facilities.
(1) Class I Facilities. Intended for long-term parking; protects against theft of entire bicycle and of its
components and accessories. The facility must also protect the bicycle from inclement weather,
including wind-driven rain. Three design alternatives for Class I facilities are as follows:
(A) Bicycle Locker. A fully enclosed space accessible only by the owner or operator of the
bicycle. Bicycle lockers may be premanufactured or designed for individual sites. All
bicycle lockers must be fitted with key locking mechanisms.
In multiple-family developments, the Class I bicycle parking and required storage area
for each dwelling unit may be combined into one locked multi-use storage facility
provided that the total space requirement shall be the sum of the requirements for each
use computed separately.
The preferred Class I facility is a bicycle locker. Restricted access facilities and enclosed
cages may be considered as alternatives to bicycle lockers as indicated below. Class I
facilities other than lockers, restricted access rooms, or enclosed cages, but providing the
same level of security, may be approved by the director of planning and community
environment.
(B)Restricted Access. Class III bicycle parking facilities located within a locked room or
locked enclosure accessible only to the owners or operators of the bicycles parked within.
The maximum capacity of each restricted room.or enclosure shall be ten bicycles. An
additional locked room or enclosure is required for each maximum increment often
additional bicycles. The doors of such restricted access enclosures must be fitted with key
locking mechanisms.
In multiple-family residential developments, a common locked garage area with Class II
bicycle parking facilities shall be deemed restricted access provided the garage is
accessible only to the residents of the units for whom the garage is provided.
C-72010904s~0090971
(b)
(C)Enclosed Cages. A fully enclosed chain link enclosure for individual bicycles, where
contents are visible from the outside, and which can be locked by a user-provided lock.
The locking mechanism must accept a three-eighths inch diameter padlock. This type of
facility is only to be used for retail and service uses and multiple family developments.
(2)Class II Facilities. Intended for short-term parking. A stationary object to which the user can lock
the frame and both wheels with only a lock furnished by the user. The facility shall be designed so
that the lock is protected from physical assault. A Class II rack must accept padlocks and high
s@curity U-shaped locks.
(A) Class II facilities must be within constant visual range of persons within the adjacent
building or located in well-traveled pedestrian areas.
(B)Class II facilities must be located at street floor level.
(C)Class II facilities should be protected from the weather whenever possible.
(3)Class Ill Facilities. Intended for short-term parking. A stationary object to which the user can lock
the frame and both wheels with a user-provided cable or chain (six foot) and lock.
(A) All Class III facilities must be located at street floor level.
The following general design standards shall be observed:
(1) Class II and Class III facilities shall provide at least a twenty-four-inch clearance from the
centerline of each adjacent bicycle, and at least eighteen inches from walls or other obstructions.
(2)An aisle or Other space shall be provided to bicycles to enter and leave the facility. This aisle shall
have a width of at least five feet (1.5 meters) to the front or the rear of a standard six-foot (1.8
meters) bicycle parked in the facility.
(3)Parking facilities shall support bicycles in a stable position without damage to wheels, frame, or
components. Facilities designed for hanging or vertical storage of bicycles shall not satisfy the
requirements of this chapter.
(4)Bicycle parking should be situated at least as conveniently as the most convenient vehicle parking
area. Bicycle and vehicle parking areas shall be separated by a physical barrier or sufficient
distance to protect parked bicycles from damage by vehicles.
(A) Class I facilities at employment sites shall be located near the building entrances used by
employees.
(B)Class II or Class III facilities intended for customers or visitors shall be located near the
main building entrances used by the public.
(5)Paving of bicycle parking areas is required.
(6)Convenient access to bicycle parking facilities shall be provided. Where access is via a sidewalk
or pathway, curb ramps shall be installed where appropriate.
(7)Signage of Bicycle Parking Facilities.
(A) Where bicycle parking areas are not clearly visible to approaching bicyclists, signs shall
be posted to direct cyclists to the facilities.
(B) All bicycle parking areas shall be identified by a sign of a minimum of twelve inches by
twelve inches in size to identify the area for bicycle parking and to give the name, phone
number or location of the person in charge of the facility.
(C)Where Class I parking required by this chapter is provided by restricted access parking,
the sign shall state that the bicycle enclosure shall be kept locked at all times.
(8)Lighting shall be provided in all bicycle parking areas. In both exterior and interior locations,
lighting of not less than one foot-candle of illumination at ground level shall be provided.
(9)The director of planning and community environment shall have the authority to review the design
of all bicycle parking facilities required by this chapter with respect to safety, security, and
convenience.
18.83.090 Design standards - General parking facilities.
(a)
(b)
(c)
Requirements for dimensions of parking facilities at, above, and below grade are contained in this section
and in Figures 3 - 5 and Tables 3-10 of subsection (m).
Stalls and aisles must be designed such that columns, walls, or other obstructions do not interfere with
normal vehicle parking maneuvers. All required stall and aisle widths must be designed to be clear of such
obstructions.
The required stall widths shown in Tables 3 - 5b of subsection (m) shall be increased by 0.15 meter (0.5
foot) for any stall located immediately adjacent to a wall, whether on one or both sides.
C-73
010904 syn 0090971
(d)
(e)
(0
(g)
(h)
(0
(J)
(k)
(1)
(m)
Dead end aisles shall be avoided to the greatest extent feasible.
Except for at-grade parking facilities serving a maximum of two dwelling units, all parking facilities shall
be set back a sufficient distance from the street so that vehicles need not back out into or over a public
street (not including an alley) or sidewalk.
Each standard off-street parking stall, except for compact or uni-class parking stalls, shall consist of a
rectangular area not less than 2.6 meters (eight and one-half feet) wide by 5.5 meters (eighteen feet) long.
As an alternate to the provision of standard and compact parking stalls specified in Tables 3, 4a, and 4b of
subsection (m), uni-class parking stalls may be installed as specified in Tables 5a and 5b of subsection (m)
for all uses requiring five or more parking stalls. Standard and compact parking stalls shall not be used on a
site where uni-class parking stalls are used.
Dimensions of standard, compact, and uni-class stalls for parallel parking shall be as follows. The
minimum dimensions of such a stall located adjacent to a wall shall be 3.0 meters (ten feet) wide and 6.1
meters (twenty feet) long. The minimum dimensions of such a stall located adjacent to a curb with a
minimum two-foot clearance to a wall shall be 2.4 meters (eight feet) wide and 6.1 meters (twenty feet)
long. These required stall widths are in addition to the required width of the access driveway or aisle.
Each off-street loading space shall consist of a rectangular area not less than 3.7 meters (twelve feet) wide,
13.7 meters (forty-five feet) long, with a vertical clearance of not less than 4.3 meters (fifteen feet).
Each parking and loading space shall have adequate drives, aisles, and turning and maneuvering areas for
access and usability, and shall at all times have access to a public street or alley.
Tandem parking shall be allowed only in the R-1 and RE single-family residence districts, and in parking
assessment areas as specified in Section 18.83.130.
The slope of driveways shall not exceed fifteen percent in the hazardous fire area (i.e., that area west of
Interstate 280).
Figures 3 - 5 and Tables 3 - 10.
[Editor’s Note: Figures 3 - 5, and Tables 3 - 10, which refer to said Figures 3 - 5, may be found at the end of this
chapter in a printed edition of this code.](Ord. 4079 § 4 (part), 1992)
[Pages 18153 to 18160.2 of the PAMC[
18.83.100 Design standards - Landscaping in parking facilities and required landscaped areas.
The following minimum standards shall be observed; however, additional landscaping may be recommended by the
architectural review board and required by the director of planning and community environment pursuant to Chapter
16.48 of the Palo Alto Municipal Code:
(a)
(b)
Each unenclosed parking facility shall provide a perimeter landscaped strip at least five feet wide between
and adjacent to a line defining the exterior boundary of the parking area and the nearest adjacent property
line, not separated by a building. The perimeter landscaped strip may include any landscaped yard or
landscaped area otherwise required, and shall be continuous except for required access to the site or to the
parking facility. Where the landscaped strip adjoins a public street or pedestrian.walkway, the landscaped
strip may be required to include a fence, wall, berm, or equivalent feature. Where the parking facilit3,adjoins another site, a fence, wall, or other equivalent screening feature may be required.
Interior landscaping is required within the parking facility between the perimeter landscaped area and the
edge of pavement adjacent to any building on the site. Each unenclosed parking facility shall provide a
minimum of interior landscaping in accord with the following table. Where the total parking provided is
located in more than one location on a site separated by differences in grade or by at least 3.0 meters (ten
feet) of nonpaved area, each such area shall be considered a separate facility for the purpose of this
requirement.
Size of Facility in Square Meters (Square Feet)
Under 1,394 (14,999)
1,394-2,787 (15,000-29,999)
2,788 and ~reater (30,000)
Total Parking Facili~ Area)
Minimum of Required Interior Landscaping
(Percentage of Total Parking Facilit~ Area)
5%
7.5%
10%
C-74010904 syn 0090971
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
(1)Interior landscaped islands within a parking area shall have a minimum dimension of five feet by
five feet, excluding curbing.
(2)Landscaped islands shall exist for every ten spaces in a single row.
(3)Parking lot trees shall be planted or exist for each six parking stalls. Only fifty percent of the trees
located along the perimeter of the parking area may count toward the required number of trees..
Trees requii’ed to meet any section of this title shall be a minimum fifteen gallon size, and twenty-five
percent shall be twenty-four-inch box or larger. Fifty percent of shrubs shall be a minimum of five gallon
size.
The minimum plant size requirements set forth in this section may be decreased pursuant to Chapter 18.82
in any site and design review combining district.
Areas required to be landscaped may contain no more than twenty-five percent impervious surface,
exclusive of driveways and walkways needed by access to the site.
Where this title requires a landscaped screen or buffer, a combination of trees and shrubs shall be used and
the following minimum standards shall apply:
(1) On sites abutting or located opposite a residential site, a dense visual buffer shall be provided. In
addition, trees shall be planted or shall exist at a ratio of not less than one tree per three hundred
square feet of the landscape screen or fraction thereof, and supplemented with shrubs and
groundcover.
(2)Landscape screens required by Chapter 18.41 and areas subject to Chapter 18.70, shall provide a
dense visual buffer. In addition, trees shall be planted or in existence at a ratio of not less than one
tree per six hundred square feet of the landscape screen area or fraction thereof, and supplemented
with shrubs and groundcover.
Provision shall be made for automatically irrigating all planted areas.
A permanent curb, bumper wheel stop or similar devices shall be installed which shall be adequate to
protect the required sidewalks, planters, landscaped areas and structures from vehicular damage. If such
protection is provided by means of a method designed to stop the wheel, rather than the bumper of the
vehicle, the stopping edge shall be placed no closer than two feet from the edges of the required sidewalks
or any building. The innermost two feet of each parking space (between the curb and any planter or
sidewalk) may remain unpaved, be planted with low groundcover, and added to landscaping, to allow for
bumper overhang.
All landscaping shall be continuously maintained.
Architectural planters built on top of a deck covering a below-grade parking structure, and proposed to
meet minimum requirements for landscaped areas, shall have a soil depth dimension of at least eighteen
inches for shrubs and thirty-six inches for trees, and have drainage outlet(s) connected to a storm drain
system.
The landscaping standards set forth above shall not apply to temporary parking facilities; however, the
architectural review board, through its review, may require minimum landscaping for such facilities.
(1)Landscaping height must meet the requirements of Section 18.83.110(b) (sight distance) within a
parking lot and at the intersection of a parking facility driveway or ramp and a public street.
18.83.110 Design standards - Other.
(a) Vertical Clearance. All standard, compact, and uni-class parking stalls shall have a vertical clearance of not
less than 2.3 meters (seven and one-half feet), except in the R-E and R-1 single-family residence districts,
where the vertical clearance shall not be less than 2.13 meters (seven feet). Accessible parking stalls and
access to such stalls, must meet the requirements for vertical clearance of Section 18.83.070.
(b) Sight Distance.
(1) For residential uses of three or more units, and for all nonresidential uses, including public
facilities, clear sight distance triangles for exiting driveways shall be provided as shown in Figure
6 of this subsection (b)*. In the non-zero setback zone only, ifa stop sign is provided at the
driveway exit, the chief transportation official may decrease the required dimensions of the sight
distance triangles. For cases not covered by Figure 6, sight distance triangles shall be provided as
required by the chief transportation official. Neither the sight distance triangles nor any portion of
the public right of way shall contain any wall, sign, berm, or other obstruction that is greater than
three feet high above driveway grade, unless its width (measured in any direction or diameter) is
eighteen inches or less. Nor shall the sight distance triangles or any portion of the public right of
C-75010904 syn 0090971
(2)
way contain any landscaping, except trees, that is greater than two feet in height above top of curb
grade (refer also to Sections 8.04.050(a)(8) and 9.56.030(a)(10)). The height of landscaping shall
be its maximum untrimmed natural growth height.
In a parking lot, within the twenty-foot triangle of public or private property, measured from the
projected curb or edge lines, at the intersection of a parking lot aisle with another aisle, driveway,
or pedestrian walkway, there shall be no wall, sign, berm, landscaping (except trees), or other
obstruction that is greater than three feet high above parking lot grade, unless its width is eighteen
inhhes or less. The height of landscaping shall be its maximum untrimmed natural growth height.
Editor’s Note: Figure 6, referred to herein, may be found at the end of this chapter in a printed edition of
this code.
[Page 18160.5 of the PAMC]
(c)Additional requirements for parking facility design, internal layout, acceptable turning radii and pavement
slope, vehicular and pedestrian circulation, and other design features may be adopted by the director of planning
and community environment when deemed appropriate.
(d)
(e).
(g)
(h)
(i)
Paving and Drainage. The following basic standards shall be observed:
(1) In all districts except the OS (open space) and AC (agricultural conservation) districts, parking and
loading facilities shall be surfaced and maintained with asphaltic concrete, or other permanent,
impervious surfacing material sufficient to prevent mud, dust, loose material, and other nuisances.
(2)In the OS and AC districts, and for temporary parking facilities in any district, gravel surfacing
shall be permitted as approved by the city engineer.
(3)All parking and loading facilities shall be graded and provided with permanent storm drainage
facilities, meeting the construction specifications set by the city engineer. Surfacing, curbing, and
drainage improvements shalt be sufficient to preclude free flow of water onto adjacent properties
or public streets or alleys, and to preclude standing pools of water within the parking facility.
Safety Features. Parking and loading facilities shall meet the following standards:
(1) Safety barriers, protective bumpers or curbing, and directional markers shall be provided to assure
safety, efficient utilization, protection to landscaping,, and to prevent encroachment onto adjoining
public or private property.
(2)Visibility of and between pedestrians, bicyclists, and motorists shall be assured when entering
individual parking spaces, when circulating within a parking facility, and when entering and
exiting a parking facility.
(3)Internal circulation patterns, and the location and traffic direction of all access drives shall be
designed and maintained in accord with accepted principles of traffic engineering and traffic
safety.
Lighting. Lights provided to illuminate any parking facility or paved area shall, to the maximum extent
feasible, be designed to reflect away from any residential use.
Noise. Areas used for primary circulation, for frequent idling of vehicle engines, or for loading activities
shall be designed and located to minimize impacts on adjoining properties, including provisions for
screening or sound baffling.
Maintenance. All parking and loading facilities shall be maintained to assure desirability and usefulness of
the facility. Such facilities shall be maintained free of refuse, debris, or other accumulated matter and shall
at all times be available for the intended off-street parking or loading use for which they are required or
intended.
Application of Design Standards to Other Paved Areas. The standards of this section shall apply to all
paved areas used for outdoor display, storage, sales, or other purposes associated with permitted and
conditional office, commercial, or industrial uses.
18.83.120 Adjustments to requirements by the director of planning and community environment.
Automobile and bicycle parking requirements prescribed by this chapter may be adjusted by the director of planning
and community environment in the following instances and in accord with the prescribed limitations, when in
his/her opinion such adjustment will be in accord with the purposes of this chapter and will not create undue impact
on existing or potential uses adjoining the site or in the general vicinity.
C-76010904 syn 0090971
(a)
(b)
(c)
(d)
(e)
(f)
Substitution of Bicycle Facilities for Required Vehicle Facilities. Eight Class I bicycle parking facility
spaces in addition to minimum bicycle requirements may be substituted for one required vehicle parking
stall, up to a maximum of five percent of the vehicle stalls required.
On-site Employee Amenities. Square footage of commercial or industrial uses to be used for an on-site
cafeteria, recreational facility, and/or day care facility, to be provided to employees or their children and
not open to the general public, may be exempted from the parking requirements of this title, when, in the
judgment of the director of planning and community environment, the provision of the facilities at the place
of employment will reduce traffic to and from the site and will reduce the number of parking stalls needed.
Notice of any adjustment made pursuant to this subsection shall be given in accord with the provisions of
Chapter 18.93. Any ag~ieved or affected person may appeal an adjustment made pursuant to this
subsection in accord with the provisions of Chapter 18.93. Unless such an appeal is filed within the time
specified therefor, the decision of the director- of planning and community environment shall become final
upon the expiration of said time period.
Joint Use Parking Facilities. For any site or sites with multiple uses where the application of this chapter
requires a total of thirty or more spaces, the total number of spaces initially required by application of the
schedule may be reduced by not more than twenty percent where in the judgment of the director of
planning and community environment the joint facility will serve all existing, proposed, and potential uses
as effectively and conveniently as would separate parking facilities for each use or site.
Notice of any adjustment made pursuant to this subsection shall be given in accord with the provisions of
Chapter 18.93. Any aggrieved or affected person may appeal an adjustment made pursuant to this
subsection in accord with the provisions of Chapter 18.93. Unless such an appeal is filed within the time
specified therefor, the decision of the director of planning and community environment shall become final
upon the expiration of said time period.
Housing for the Elderly. The total number of spaces required may be reduced by not more than fifty
percent, when in the judgment of the director of planning and community environment, such reduction will
be commensurate with the reduced parking demand created by the housing facility, including visitors and
accessory facilities.
Notice of any adjustment made pursuant to this subsection shall be given in accord with the provisions of
Chapter 18.93. Any aggrieved or affected person may appeal an adjustment made pursuant to this
subsection in accord with the provisions of Chapter 18.93. Unless such an appeal is filed within the time
specified therefor, the decision of the director of planning and community environment shall become final
upon the expiration of said time period.
Deferral of Meeting Full Requirement. Where the expected need for off-street parking or bicycle facilities
for a particular use is uncertain, due to un "known or unusual operating characteristics of the use and
unavailability of comparable data to establish need, the director of planning and community environment,
upon recommendation of the architectural review board, may authorize that construction and provision of
not more than fifty percent of the required off-street parking stalls and not more than twenty-five percent of
the bicycle parking spaces be defen-ed. The number of bicycle parking spaces deferred shall be apportioned
by class in the same percentages as indicated in Table 1 of Section 18.83.050. The director of planning and
community environment may set such conditions as necessary to guarantee provision of such deferred
spaces whenever the director of planning and community environment determines the need to exist. Land
area required for provision of deferred parking or bicycle spaces shall be maintained in reserve and shall be
landscaped pursuant to a plan approved by the architectural review board demonstrating that ultimate
provision of the deferred spaces will meet all requirements of this chapter.
Transportation and Parking Alternatives. Upon demonstration to the director of planning and community
environment that effective alternatives to automobile access are in effect, the director of planning and
community environment may defer by not more than twenty percent the parking requirement otherwise
prescribed for any use, or combination of uses on the same or adjoining sites, to an extent commensurate
with the permanence, effectiveness, and the demonstrated reduction of off-street parking demand
effectuated by such alternative pro~ams.
Land area required for provision of deferred parking stalls shall be maintained in reserve and shall be
landscaped pursuant to a plan approved by the architectura! review board demonstrating that ultimate
provision of the deferred stalls will meet all requirements of this chapter.
The director of planning and community environment shall set such conditions as necessary to guarantee
provision of such deferred stalls whenever the building official determines the need to exist.
Alternative programs which may be considered by the director of planning and community environment
under this provision include, but are not limited to the following:
C-77
010904 syn 0090971
(g)
(I)Immediate proximity to pubic transportation facilities serving a significant portion of residents,
employees, and/or customers;
(2)Operation of effective private or company carpool, vanpool, bus, or similar transportation
programs;
(3)Evidence that a proportion of residents, employees, and/or customers utilize, on a regular basis,
bicycle transportation alternatives commensurate with reduced parking requirements.
Off-Site Parking. Except in parking assessment areas, the director of planning and community environment
may authorize all or a portion of the required parking for a use to be located on the site not more than 152.4
meters (500 feet) from the site of the use for which such parking is required, where in his judgment, such
authorization will be in accord with the purposes of this chapter. Within parking assessment areas, the
director of planning and community environment may authorize all or a portion of the required parking for
a use to be located on the site within the parking assessment area or not more than 152.4 meters (500 feet)
from the boundaries of the area where the zoning of such site permits parking as a use. The director of
planning and community environment shall require such covenants and guarantees as deemed necessary to
ensure use and maintenance of such parking facilities.
18.83.130 Adjustments to requirements in parking assessment areas by the zoning administrator.
Automobile parking requirements prescribed in this chapter may be adjusted by the zoning administrator for
properties within parking assessment areas in the following instances and in accord with the prescribed limitations
where, in his/her opinion, such adjustment will be in accord with purposes of this chapter and will not create undue
impact on existing or potential uses adjoining the site or in the general vicinity.. Application for such adjustment by
the zoning administrator shall be subject to application requirements as set forth in Section 18.90.020 and shall
necessitate the conduct of a public hearing to be noticed in accord with the requirements of Section 18.90.030. The
decision of the zoning administrator shall be subject to appeal as set forth in Chapter 18.92.
(a)¯ Tandem Parking. Tandem parking (a multiple parking configuration locating one stall behind another) may
be allowed where in the judgment of the zoning administrator the parking will serve all proposed uses
conveniently. The zoning administrator shall require such covenants and guarantees as deemed necessary to
ensure use and maintenance of such parking facilities.
(b)Percentage of Compact Parking Stalls. For parking facilities exceeding five stalls, a maximum of fifty
percent compact parking stalls may be allowed.
(c)Shared Parking Facilities. For any site or sites where the hours and days of operation are such that joint use
of on-site private or nearby public parking facilities can occur without conflict, and the use is exempt from
parking assessment, the number of parking stalls required for any new development or addition may be
reduced by no more than ten stalls, where, in the judgment of the zoning administrator, the available
parking will serve all existing, proposed, and potential uses as effectively and conveniently as would
separate parking facilities for each use or site.
010904 syn 0090971 C-78
Chapter 18.85 SPECIAL REGULATIONS FOR HAZARDOUS WASTE FACILITIES
Sections:
18.85.010
t 8.85.020
18.85.030
18.85.04O
18.85.050
18.85.O60
18.85.010
Purpose and applicability.
Definitions.
Hazardous waste facility combining district.
Zoning map designation.
Sike development regulations.
Residuals repositories prohibited.
Purpose and applicability.
(a)
(b)
(c)
The purpose of this chapter is to require all proposals for new or expanded hazardous waste facilities to
comply with certain siting criteria, contained in the Santa Clara County Hazardous Waste Management
Plan, in order to assure compatibility with neighboring land uses, adequate mitigation for any identified
environmental impacts, and consistency with the city’s Comprehensive Plan and zoning and the county
hazardous waste management plan.
This chapter shall apply to any proposal for a new or expanded hazardous waste facility.
No new hazardous waste facility shall be constructed or established, nor shall any existing such facility be
expanded, unless such facility is located in a hazardous waste facility (HW) combining district.
18.85.020 Definitions.
The following words and phrases, whenever used in this chapter, shall be construed as defined in this section:
(a)"Hazardous waste" means a waste as defined in California Health and Safety Code Section 25117.
(b)"Hazardous waste facility" means a facility, as defined in California Health and Safety Code Section
25117.1, which accepts hazardous wastes that are generated at another location (i.e. off-site) and serves
more than one producer of hazardous waste. Types of such facilities include, but are not limited to:
(1) Treatment facilities, which absorb, precipitate, recycle, resource recover, neutralize, distill,
stabilize, and/or incinerate the wastes;
(2)Transfer and storage facilities, which provide a location for collecting and consolidating wastes
prior to treatment; and
(3)Residuals repositories, which are specially designed, long-term disposal sites for residuals from
treated wastes.
18.85.030 Hazardous waste facility, combining district.
The hazardous waste facility (HW) combining district is intended to provide a mechanism for application for the
siting criteria contained in the county hazardous waste management plan to all applications for a new or expanded
hazardous waste facility. The hazardous waste facility (HW) combining district may be combined with the LM
District in the Stanford Research Park, in accord with Chapters 18.08 and 18.98 of this title.
18.85.040 Zoning map designation.
The hazardous waste facility (HW) combining district shall apply to properties designated on the zoning map by the
symbol "HW" within parentheses, following the limited industrial/research park (LM) designation with which it is
combined.
18.85.050 Site development regulations.
Within the hazardous waste facility (HW) combining district, the siting criteria set forth in this section shall apply to
all new or expanded hazardous waste facilities:
(a)A minimum buffer zone of two thousand feet should be provided between the portion of a hazardous waste
facility where hazardous waste will be stored, treated, or disposed and an existing or planned residence or
immobile population. Based on the risk assessment and analysis of environmental impacts, a buffer zone of
greater or less than two thousand feet may be required to protect the present and future public health,
safety, and welfare.
(b)A minimum buffer zone of two thousand feet should be provided between the portion of a hazardous waste
facility where hazardous waste will be stored, treated, or disposed and an existing or planned public
facility. Based on the risk assessment and analysis of environmental impacts, a buffer zone of greater or
less than two thousand feet may be required to protect the present and future public health, safety, and
welfare.
C-79
010904 syn 0090971
(c)
(e)
(f)
(g)
(h)
(i)
(k)
(1)
(m)
(n)
(o)
(p)
Siting of hazardous waste facilities will require an analysis of local emergency response capability -
including fire, police, medical, and hazardous materials incident response personnel to ensure adequate
protection in the event of an accident at the proposed facility. It may be necessary for the facility developer
to supplement these capabilities by maintaining additional emergency response equipment and/or personnel
onsite, by financially upgrading the local capabilities to provide these needed services, and/or by providing
additional facility design features to limit the impact of potential accidents at the facility.
To the maximum extent possible, hazardous waste facilities shall be located in close proximity to major.
paved roads designed and constructed to accommodate heavy vehicles, with good access to divided
highways or freeways. All designated routes should preclude the transport of hazardous waste on
residential streets and in areas housing immobile populations.
The applicant for a hazardous waste facility to be sited within three thousand feet of a known or suspected
fault, as established by the Alquist-Priolo maps of the state of California or identified in the most recently
available local maps or information, shall conduct a subsurface exploration to determine that there are no
active faults within two hundred feet of the portions of the facility where hazardous waste will be stored,
treated, or disposed.
The portions of a hazardous waste facility where hazardous waste will be stored, treated, or disposed shall
not be located within two hundred feet of an active (Holocene Period) earthquake fault, as established by
the Alquist-Priolo maps of the state of California or identified in the most recently available local maps or
information.
Hazardous waste facilities should not be located in areas below a dam or levee structure that would be
inundated by the flow of water, if the dam or levee structure were to fail. Facilities locating in such areas
shall be designed, constructed, operated, and maintained to preclude failure due to such an event.
Hazardous waste facilities should not be located in areas subject to inundation by floods having a 100-year
retum period or by flash flooding or major surges from storms, river flooding or rainfall (as identified on
Federal Flood Insurance Rate Maps). Facilities locating in such areas shall be designed, constructed,
operated, and maintained to preclude failure due to such an event.
Hazardous waste facilities should not be located in areas where slope exceeds fifteen percent unless site-
specific factors mitigate the impact of the site’s slope. Facilities locating in such areas shall require
appropriate land use designations.
Hazardous waste facilities should not be located in areas of potential rapid geologic change (such as
landslide, soil creep, earth flow, other mass movement of earth material, subsidence or liquefaction) unless
the applicant demonstrates and the local jurisdiction makes a finding that an overriding public need is
served by allowing the facility to be located on the proposed site. Facilities locating in such areas shall be
designed, constructed, operated and maintained to preclude failure as a result of rapid geologic change.
All applicants for a hazardous waste facility are required to obtain written comments from the Santa Clara
Valley Water District (SCVWD) regarding the potential for a proposed facility to adversely impact water
quality or resources. Based on the SCVWD letter and other information obtained during the land use
decisionmaking process, the proposed facility may be disallowed, further hydrogeological investigation
may be required of the applicant, or, if the facility is allowed, appropriate environmental protection
measures may be required.
Hazardous waste facilities should not be located in watershed areas tributary to any reservoirs as well as
those drainage basins supplying water to major recharge areas. Facilities locating in such areas shall have
appropriate engineered containment features, inspection measures, and other environmental protection
controls necessary to minimize any risks to watershed areas.
Hazardous waste facilities should not be located in areas known to be, or suspected of, supplying principal
recharge to a major aquifer. Facilities locating in such areas shall have appropriate engineered containment
features, inspection measures and other environmental protection controls necessary to minimize any risks
to recharge areas.
Hazardous waste facilities should not be located within the cone of depression created by pumping a well
or well field (included are drinking water, irrigation, and remediation and monitoring wells) for ninety
days, unless an effective hydrogeological barrier to vertical flow exists.
Hazardous waste facilities should not be located on highly permeable soils or sediment. Facilities locating
in such areas shall have appropriate engineered containment features, inspection measures, and other
environmental protection controls provided in accordance with the requirements of the State Water
Resources Control Board.
Hazardous waste facilities should not be located in areas posing a threat of contamination to useable
surface water supplies or groundwater. Facilities locating in such areas shall have appropriate engineered
C-80010904 syn 01390971
(q)
(r)
(s)
(t)
(u)
(v)
(w)
(x)
(y)
(z)
containment features, inspection measures, and other environmental protection controls necessary to
minimize any risks to surface or groundwater.
Hazardous waste facilities should not be precluded from locating in non-attainment areas unless the risk
assessment shows that emissions will significantly contribute to non-attainment of standards, that such
emissions cannot be mitigated, and that the emissions from such facilities are significantly greater than
those associated with the transport of hazardous waste out of the area.
Hazardous waste facilities shall demonstrate that air emissions can be adequately mitigated in order to be
established in PSD areas.
Hazardous waste facilities shall not be located within an area designated by the United States Department
of Defense or the Santa Clara County Airport Land Use Commission as having the greatest potential for
aircraft accidents, generally defined as the area immediately surrounding a public or military airport,
including the immediate approach and take-offpaths.
Low-volume transfer and storage facilities may be allowed in areas having particular cultural, aesthetic,
historical, or archaeological significance or within other designated open space identified in the applicable
general plan or in any regional or state plan, if necessary, to handle hazardous waste generated by visitors,
workers, or residents, thereof. Treatment and incineration facilities shall not be located within these areas.
Hazardous waste facilities should not be located on prime agricultural lands, specifically areas designated
by the Soil Conservation Service as Class 1 or Class 2 soils or designated as prime agricultural land in the
applicable general plan or in any regional or state plan. Facilities locating on such areas shall be allowed
only if the local jurisdiction makes a finding that an overriding public need is served by allowing the
facility to be located on the proposed site.
Hazardous waste facilities shall not be sited so as to preclude extraction of mineral resource deposits that
may be suitable for commercial development or hold outstanding scientific significance. Facilities shall be
carefully planned so as not to prevent or restrict the preservation or use of mineral deposits in areas
identified under the California Surface Mining and Reclamation Act of 1975 with classifications of MRZ-2,
MRZ-3, or SZ.
Hazardous waste facilities shall not be located in wetland areas as defined by the U.S. Fish and Wildlife
Service.
Hazardous waste facilities shall not be located within critical habitats of endangered species, as defined or
designated in the applicable general plan or in any regional or state plan.
Hazardous waste facilities shall be consistent with the goals and policies of the Santa Clara County
Hazardous Waste Management Plan, and specifically, shall be designed and sized to meet the needs of
hazardous waste generators located in Santa Clara County, or to meet the county’s broader commitments
under any interjurisdictional agreements.
Hazardous waste facilities shall be located only in areas which meet all the siting criteria set forth in this
section and are consistent with the city’s Comprehensive Plan. These facilities shall be located only in areas
consistent with existing and proposed industrial areas. An applicant may seek a general plan amendment
for a site that appears to meet all other siting criteria.
18.85.060 Residuals repositories prohibited.
Because no locations exist in the city where a residuals repository could be located in a manner consistent with the
siting criteria for such facilities contained in the county hazardous waste management plan, no such facility shall be
permitted.
C-81010904 syn 0090971
Chapter 18.88 SPECIAL PROVISIONS AND EXCEPTIONS
Sections:
18.88.010
18.88.020
18.88.030
18.88.040
18.88.050
18.88.060
18.88.070
18.88.080
18.88.090
18.88.100
18.88.110
18.88.130
18.88.140
18.88.150
18.88.160
18.88.170
18.88.180
18.88.190
Application.
Accessory uses and facilities.
Location of accessory buildings.
Separation between buildings.
Stibstandard lots.
Utility easements.
Watercourse or channel.
Measurement.
Projections into yards.
Height exceptions.
Permitted uses and facilities in required yards.
Home occupations.
Mobile homes (manufactured housing).
Hazardous conditions.
Vehicle and equipment repair and storage.
Setback map.
Clothesline restrictions prohibited.
Reverse vending machines.
18.88.010 Application.
The regulations established by this title shall be subject to the special provisions and exceptions set forth in this
chapter.
18.88.020 Accessory uses and facilities.
(a) Accessory uses and facilities shall be permitted in any district when incidental to and associated with a
permitted use or facility, or when incidental to and associated with an allowable and authorized conditional
use therein, subject to the provisions of this section.
(b) Accessory uses and facilities:
(1) Shall be subordinate to the primary activity of the principal use or the principal facility,
respectively;
(2)Shall contribute to the comfort, convenience, efficiency, or necessity of the occupants or the
activities of a principal use, or the function of a principal structure;
(3)Shall be located on the same site as the principal use or structure served, except as otherwise
authorized by this title.
(c)Accessory uses and facilities include, but are not limited to, the following list of examples; provided that
each accessory use or facility shall comply with all provisions of this title:
(1) Residential garages, carports, and parking facilities, together with access and circulation elements
necessary thereto;
(2)Customer, visitor, and employee parking facilities, and off-street loading facilities, together with
access and circulation elements necessary thereto;
(3)Facilities for storage incidental to a principal use;
(4)Recreational uses and facilities for the use and convenience of occupants or employees, or guests
thereof, of a principal use or facility;
(5)Newsstands, girl shops, drugstores, and eating and drinking facilities, or similar services intended
solely for the convenience of occupants or employees, or guests thereof, of a principal use, when
conducted entirely within a principal facility;
(6)Building management offices when located within the principal facility and limited to the
management thereof;
(7)Refreshment and service facilities in parks, in playgrounds, and in permitted public or private
recreation facilities or schools;
(8)The operation of service facilities and equipment in connection with schools, hospitals, and similar
institutions or uses, when located on the site of the principal use.
(d)No use or facility permitted as an accessory use or facility pursuant to this section shall be construed to be
permitted as a principal use or facility unless specifically authorized as a permitted or conditional use in the
C-82010904syn 0090971
(e)
district in which it shall be located. Operation, occupancy, and continuance of allowable accessory uses and
facilities shall be conditioned upon the continued occupancy or use of the principal use or facility being
served.
Accessory buildings located within a required interior yard, as permitted by this section, shall not
individually or cumulatively occupy an area exceeding fifty percent of the required rear yard.
18.88.030 Location of accessory buildings.
(a) Except as 6therwise provided in this section, accessory buildings shall at all times be located in
conformance with requirements for principal buildings, and shall not be located in any required front, side,
or rear yard.
(b)In residential zones, accessory buildings may be located in a required interior yard subject to the following
limitations:
(I) An accessory building shall not be used for living and/or sleeping purposes unless the building
was legally constructed for or legally converted to living and/or sleeping purposes prior to October
13, 1983.
(2)An accessory building shall not be located in a required front yard, a required street yard, or a
required rear yard of a through lot.
(3)An accessory building shall not be located in a required interior side or rear yard unless the
building is ai least 22.9 meters (seventy-five feet) from any street line, measured along the
respective lot line.
(4)Accessory buildings located within a required interior yard as permitted by this section shall be
subject to a maximum height established by a daylight plane beginning at a height of 2.44 meters
(eight feet) at the property line and increasing at a slope of one meter for each three meters of
distance from the property line, to a maximum height of 3.66 meters (twelve feet).
(5) No such accessory building shall have more than two plumbing fixtures.
(c) No swimming pool, hot tub, spa or similar accessory facility shall be located in any portion of a required
front or street side yard.
18.88.040 Separation between buildings.
(a) The minimum distance between separate buildings located on the same site shall be as required by Title 16;
provided, however, accessory buildings in the R-I and RE single-family residence districts shall be
separated from the principal building by at least .91 meters (three feet).
(b)A principal building and an accessory building, meeting the requirements of Title 16 and each located on a
site as otherwise permitted for principal building and accessory buildings, may be connected by a structure
meeting the definition of a breezeway. Such structure, or breezeway, shall be a part of the accessory
building.
18.88.050 Substandard lots.
(a) Any lot having a site area, width, or depth less than required by this title, which meets one of the provisions
specified in this subsection, may be used as a lot or site under the provisions of this title, subject to the
applicable district regulations and other provisions of this title:
(1)A lot shown upon an official subdivision map duly approved and recorded;
(2)A lot for which a deed or a valid contract of sale is on record in the office of the county recorder of
Santa Clara County prior to February 19, 1951, and was of legal area at the time it was recorded;
(3)A lot for which individual water, sewer, and!or gas service or services were installed by the city
prior to October 8, 1947;
(4)A lot upon which a dwelling was constructed on or after October 8, 1947, and prior to July 20,
1978 which at the time of construction complied with all lot width and area requirements;
(5)A lot otherwise meeting applicable requirements at the time such lot was created, but which does
not meet the minimum requirements of this title as currently applicable to such lot, by reason of
annexation, a change in zoning district, or a change in applicable regulations within a district.
(b)A substandard lot meeting one of the provisions designated in subsection (a) shall be considered a legal lot;
provided the particular measurement (area, width, or depth) not in accord with this title shall not be further
reduced.
(c)All lots which were merged by the 1977 ~imendments to the Subdivision Map Act prior to the adoption of
Chapter 234, Statutes 1977, are hereby deemed unmerged.
C-83010904 syn 0090971
18.88.060 Utility easements.
No structures other than fences or landscaping features shall be located within any portion of an easement granted to
the city for utility, purposes, unless authorized pursuant to an encroachment permit granted by the city. Any structure
now existing which does not comply with this section shall not be expanded, enlarged, or replaced in event of
demolition or destruction, except as may be authorized by an encroachment permit issued by the city.
18.88.070 Watercourse or channel.
No portion of a lot which is located within the easement lines, or top of the banks in the event such easement line~
cannot be ascertained, of any natural watercourse, river, stream, creek, waterway, channel, or flood-control easement
or drainage easement shall be included in the determination of tot area and lot dimensions. In the case of any such
lot which is bounded, in whole or in part, by any such natural watercourse, river, stream, creek, waterway, channel,
or flood-control easement or drainage easement, for those portions of the lot so bounded, all measurements and
dimensions specified by this title and related to or determined from lot lines shall be measured from said easement
line, or top of the bank, of such watercourse.
18.88.080 Measurement.
Distances between buildings, or between any structure and any property line, setback line, or other line or location
prescribed by this title shall be.measured to the nearest vertical support or wall of such structure. Where one or more
buildings do not have vertical exterior walls, the distances between the buildings shall be prescribed by the building
official. In the application of measurements specified by this title in both English and metric measure, metric
measure shall be applied for all new construction; provided, that where existing structures, uses, areas, heights,
dimensions, or site improvements have been based upon English measures, the exact metric equivalent of the
English measures prescribed by this title may continue to be used for improvements, extensions, and revisions to
such facilities or uses. It is the purpose of this title to facilitate conversion from English to metric measures with
minimum impact on property and improvements and changes thereto, and the building official, zoning administrator,
director of planning and community environment and other persons responsible for interpretation and enforcement
of this title shall, in case of conflict or difference between English and metric measurements, apply the provisions of
this title in the less restrictive manner.
18.88.090 Projections into yards.
(a) Cornices, eaves, fireplaces, and similar architectural features, excluding flat or continuous walls or
enclosures of usable interior space, may extend into a required side yard a distance not exceeding 0.6
meters (two feet), or may extend into a required front or rear yard a distance not exceeding 1.2 meters (four
feet). Window surfaces, such as bay windows or greenhouse windows, may extend into a required front,
side or rear yard a distance not exceeding 0.6 meters (two feet) except that, in residential districts or
nonresidential districts adjacent to residential districts, the window surface may not extend into any yard
above a first story.
(b)A canopy or patio cover may be located in any residential district in the required rear yard or that portion of
the interior side yard which is more than 22.9 meters (seventy-five feet) from the street lot line measured
along the common lot line. Such canopies shall be subject to the following conditions:
(I)A canopy or patio cover shall not be more than 3.7 meters (twelve feet) in height.
(2)The canopy or patio cover shall be included in the computation of building coverage.
(3)The canopy or patio cover and other structures shall not occupy more than fifty, percent of the
required rear yard.
(4)The canopy or patio cover shall not be enclosed on more than two sidesl
(c)Structures not over 1.8 meters (six feet) in height or 2.3 square meters (twenty-five square feet) in floor
area, used exclusively for storage purposes, may extend into a required side yard a distance not exceeding
0.6 meters (two feet), or may extend into a required front or rear yard a distance not exceeding 1.2 meters
(four feet).
(d)Uncovered porches, stairways, landings, balconies or fire escapes may extend not more than 1.8 meters (six
feet) into a required front or rear yard, and may extend not more than 0.9 meters (three feet) into a required
side yard; provided that, in residential districts or in nonresidential districts adjacent to residential districts,
these projections may not extend into any yard above a first story.
(e)Pools, spas and hot tubs may extend into a required rear yard a distance not to exceed 4.27 meters (fourteen
feet), provided that a minimum setback o~" 1.8 meters (six feet) from the property line shall be maintained.
(f)In residential districts, a portion of a main building which is less than half the maximum width of such
building may extend into the required rear yard no more than 1.8 meters (six feet) and with a height of no
C-84010904 syn 0090971
(g)
(h)
more than one story, except that a comer lot having a common rear properly~ line with an adjoining comer
lot may extend into the required rear yard not more than 3.0 meters (ten feet) and with a height of no more
than one story.
Subsections (a) through (d) of this section notwithstanding, a projection shall not be permitted to encroach
into a special setback, as established by the setback map pursuant to Chapter 20.08 of the Palo Alto
Municipal Code.
In residential districts the terraced and landscaped portions of excavated features, such as below grade
patios andsunken gardens, that comply with the provisions of Section 18.10.050 (m), 18.12.050 (o),
18.17.050 (p), or 18.19.050 (o), as applicable, may extend into a required side yard a distance not to exceed
0.6 meters (two feet), or may extend into a required rear yard a distance not to exceed 1.2 meters (four
feet).
18.88.100 Height exceptions.
Except in OS, RE, R-t, and R-2 districts, flues, chimneys, exhaust fans or air conditioning equipment, elevator
equipment, cooling towers, antennas, and similar architectural, utility, or mechanical features may exceed the height
limit established in any district by not more than 4.6 meters (fifteen feet); provided, however, that no such feature or
structure in excess of the height limit shall be used for habitable space, or for any commercial or advertising
purposes. In OS, RE, R-l, and R-2 districts, flues, chimneys and antennas may exceed the established height limit
by not more than 4.6 meters (fifteen feet).
18.88. 110 Permitted uses and facilities in required yards.
Except as otherwise prescribed by district regulations or other provisions of this title, use and develoPment of
required yards shall be limited to the following:
(a)Fences, screening, and enclosures permitted by Chapter 16.24;
(b)Landscaping;
(c)Outdoor recreation, including open structures and ground level facilities related thereto, such as tennis
courts, swimming pools, other game or court facilities, sitting areas, decks, patios, terraces, and like
features constructed at ~ound level or within 0.3 meters (one foot) above natural grade; provided, that no
below-grade improvements such as swimming pools shall be permitted within 0.9 meters (three feet) from
the property line;
(d)Pedestrian walkways and driveways;
(e)Required parking, in accord with the location provisions specified within each district.
18.88.130 Home occupations.
Where permitted, a home occupation shall be subject to the following limitations:
(a)The home occupation shall be conducted in a manner that is compatible with residential uses permitted in
the same district, and in a manner which does not change the character and appearance of the dwelling unit
in which it is conducted.
(b)No person shall be employed on the site in connection with the home occupation except lawful occupants
of the dwelling unit within which the home occupation is conducted.
(c)No advertising shall be permitted on the site.
(d)Not more than twenty-five percent of the gross floor area of the dwelling unit, or 46.5 square meters (five
hundred square feet) of gross floor area on the site including accessory buildings, whichever is less, shall be
devoted to the home occupation.
(e)The home occupation shall not be conducted in a manner which generates traffic or parking demand or
vehicular deliveries substantially greater than customarily associated with residential occupancy of the
dwelling unit.
(f)No mechanical, electrical, or other equipment shall be used, nor shall a home occupation be conducted in
any manner which is a nuisance or is noxious, offensive, or hazardous by reason of vehicular traffic, noise,
electrical or magnetic interference, vibration, particulate matter, odor, heat, humidity, glare, refuse,
radiation, or other objectionable emissions or effects.
(g)No outdoor storage of any material, equipment or goods shall be permissible in connection with any home
occupation.
18.88.140 Mobile homes (manufactured housing).
In order to be located in any residential district or on any site in any other district used for residential occupancy, a
mobile home (manufactured housing) must:
C-85010904syn 0090971
(a)
(b)
(c)
(d)
Be certified under the provisions of the National Mobile Home Construction and Safety Standards Act of
1974 (42 U.S.C. Section 5401, et seq.) or any successor legislation;
Be located on a permanent foundation system approved by the building official pursuant to all applicable
laws, including, but not limited to, California Health and Safety Code Section 18551 or successor
legislation;
Must meet all of the application site regulations of the district in which it is located;
Notwithsta.nding any other provisions of this title, mobile homes (manufactured housing) on permanent.
foundations shall not be allowed in any historic district of the city as designated in Chapter 16.49.
18.88.150 Hazardous conditions.
In any area within the city identified by the Comprehensive Plan as having moderate or high risk due to flood
hazard, seismic activity hazard, to other geologic hazard, the following provisions shall apply:
(a)In areas identified as subject to high risk, the building official may require, prior to issuance of a building
permit or other permit authorizing any new construction, submission by the permit applicant of detailed
geologic, soils, and engineering data sufficient to define the extent of any potential hazard and to
demonstrate that the proposed construction shall, to the maximum extent feasible, mitigate or otherwise
recognize such hazard.
Such reports and data shall be required for any use involving public assembly.
(b)In areas identified as subject to moderate risk, the building official may require such reports as described in
(a) for any use except single-family use or two-family use. Such reports and data shall be required for any
use involving public assembly.
18.88.160 Vehicle and equipment repair and storage.
The following provisions shall apply in all residential districts, and to all sites in any other district used for
residential occupancy:
(a)No person shall service, repair, assemble, disassemble, wreck, modify, restore, or otherwise work on any
vehicle, motor vehicle, camper, camp trailer, trailer, trailer coach, motorcycle, motor-driven cycle, house
car, boat, or similar conveyance unless conducted within a garage or accessory building, or in an area
screened from view from the street and adjoining lots by a legally located fence, wall, or equivalent
screening.
(b)No person shall store, place or park any of the conveyances designated in subsection (a), or any part
thereof, which is disabled, unlicensed, unregistered, inoperative, or from which an essential or legally
required operating part is removed, including an unmounted camper, camp trailer, trailer, trailer coach and
similar nonmotorized conveyance, or any other structure or device exceeding .46 cubic meters (sixteen
cubic feet) in volume to be carried upon or in any such conveyance, or any equipment, machinery, or
similar material unless conducted within a garage or accessory building, or in an area screened from view
from the street and adjoining lots by a legally located fence, wall, or equivalent screening.
(c)No person shall service, repair, assemble, disassemble, wreck, modify, restore, or otherwise work on, or
store, place, and park any of the conveyances designated in this section (excluding [1] passenger vehicles
other than house cars, and [2] "pickup" motor trucks on which no equipment other than a camper is
mounted), whether disabled or fully operative, for an aggregate period of over seventy-two hours during
any continuous period of ninet-y-six hours in any open areas on a lot only in locations where an accessory
building or principal building of equivalent height or bulk would be permitted by the provisions of this title.
(d)Notwithstanding the provisions of subsections (a) and (b), emergency repairs and short-term or temporary
parking of any conveyance listed in subsection (a), when owned bY a person residing on the lot, may be
conducted for an aggregate period of up to seventy-two hours in any continuous period of ninety-six hours
exclusive of the screening requirements.
(e)For the purpose of this section, references to types of conveyances shall have the same meanings as defined
in the Vehicle Code of the state of California, where such definitions are available.
(f)Chapter 18.94 shall not be applicable to this section.
(g)Subject to securing a permit therefor from the building official and otherwise complying with applicable
law, the use of a recreational vehicle, as defined in this title, may be permitted for sleeping purposes only
for a period not to exceed thirty consecutive days in any calendar year for not more than two nonpaying
guests of the occupant of a single-family dwelling in accord with all appl.icable regulations governing
parking and storage of vehicles.
18.88.170 Setback map.
010904 syn 0090971 C-86
See Chapter 20.08 of the municipal code for setback map regulations.
18.88.180 Clothesline restrictions prohibited.
Any covenant, restriction, or condition contained in any deed, contract, security instrument, or other instrument
affecting the transfer or sale of, or any interest in, real property which prohibits or unduly restricts the installation or
use of a clothesline in any residential zone is void and unenforceable.
18.88.190 R~verse vending machines.
Reverse vending machines may be established only in conjunction with an otherwise allowed commercial or
industrial use and may not exceed a maximum of three machines per site or one hundred fifty cubic feet in volume
per site. Sites containing reverse vending machine(s) shall include a refuse container adjacent to the machine(s) and
shall be maintained in a litter free condition. In addition, a reverse vending machine shall:
(a)Not exceed eight feet in height;
(b)Be located on the site in a manner which will assure compatibility with surrounding uses;
(c)Be subject to the noise restrictions contained in Chapter 9.10 of this code.
C-87010904s)~ 0090971
Chapter 18.90" VARIANCES, HOME IMPROVEMENT EXCEPTIONS, AND CONDITIONAL USE
PERMITS
Sections:
18.90.010
18.90.020
18.90.025
18.90.030
18.90.035
18.90.040
18.90.050
18.90.055
18.90.060
18.90.070
18.90.080
18.90.085
18.90.090
18.90.100
18.90.105
18.90.110
18.90.111
18.90.120
Duties of zoning administrator.
Application for variance, home improvement exception, or conditional use permit.
Home improvement exception - Optional hearing request notice.
Public hearing notice.
Public hearing.
Action by zoning administrator.
Variance - Findings and conditions.
Home improvement exception - Findings and conditions.
Conditional use permit - Findings and conditions.
Effective date.
Revocation, extension, transferability, and duration.
Expansion of conditional uses.
Reports.
Variances in conjunction with subdivision.
Variances and use permits in conjunction with planned community zone changes, site and design
applications and applications for approvals requiring review of an environmental impact report.
Temporary uses.
Reserved.
Sales of alcoholic beverages.
18.90.010 Duties of zoning administrator.
Subject to the provisions of this chapter and the general purpose and intent of this title, the zoning administrator may
gant the following:
(a)A variance from the site development regulations (except limitations on residential density and size of
establishment) and parking and loading regulations (except those accessible parking regulations mandated
by state and!or federal law and contained in Chapter 18.83) applicable within any district established by
this title;
(b)A variance from the special requirements that apply to site development and parking and loading
regulations applicable within any district established by this title, except provisions which restrict
expansion of grandfathered uses that are subject to the special requirements of a specific zoning district.
Special requirements in any district do not include special provisions and exceptions as set forth in Chapter
18.88 except for the location of accessory buildings;
(c)A variance from the requirements of Title 20;
(d)A variance from the requirements of Chapter 16.24 except Sections 16.24.040 and 16.24.070;
(e)In the RE, R-l, RMD, or R-2 zone districts, an exception to the site development regulations for
construction of home improvements and minor additions;
(f)A conditional use permit for any use or purpose for which such permit is required or permitted by the
provisions of this title.
18.90.020 Application for variance, home improvement exception, or conditional use permit.
(a) Application for a variance, home improvement exception, or a conditional use permit may be made by the
owner of record of property for which the variance, home improvement exception, or conditional use
permit is sought, or by one of the following:
(1) A purchaser of property for which the variance, home improvement exception, or conditional use
permit is sought, when acting pursuant to a contract in writing duly executed and acknowledged
by both the buyer and the owner of record;
(2)A lessee in possession of property for which a variance, home improvement exception, or
conditional use permit is sought, when acting with the written consent of the owner of record;
(3)An agent of the owner of record of property for which a variance, home improvement exception,
or conditional use permit is sought, when duly authorized by the owner in writing.
(b)Application shall be made to the zoning administrator on a form prescribed by the zoning administrator,
and shall contain the following:
C-88010904 syn 0090971
(c)
(1)A description and map showing the location of the property for which the variance, home
improvement exception, or conditional use permit is sought, and indicating the location of all
parcels or properties within a distance of 91.4 meters (300 feet) from the exterior boundary of the
property involved in the application;
(2)If the application is for a variance or conditional use permit, the name and address of the applicant,
and the names and addresses of all persons shown in the last equalized assessment roll (as updated
by the semi-annual real estate update information) as owning real property within 91.4 meters
(300 feet) of the exterior boundary of the property which is the subject of the application;
(3)If the application is for a home improvement exception, the name and address of the applicant, and
the names and addresses of all persons shown in the last equalized assessment roll (as updated by
the semi-annual real estate update information) as owning real property within 45.73 meters (150
feet) of the exterior boundary of the property which is the subject of the application;
(4)If the application is for a variance or home improvement exception, plans and/or descriptions of
existing and proposed construction on the property involved, together with a statement of the
circumstances which justify the application;
(5)If the application is for a conditional use permit, plans and/or descriptions of existing and
proposed uses on the property, and describing in detail the nature of the use proposed to be
conducted on. the property;
(6)Such additional information as the zoning administrator may deem pertinent and essential to the
application.
Application for a variance, home improvement exception, or conditional use permit shall be accompanied
by the fee prescribed by the municipal fee schedule, no part of which shall be returnable to the applicant.
18.90.025 Home improvement exception - Optional hearing request notice.
(a) Upon receipt of an application for a home improvement exception, the zoning administrator shall send an
optional hearing request notice to all persons described in Section 18.90.020(b)(3).
(b)The optional hearing request notice shall contain the following:
(1)The exact address of the property for which the home improvement exception is sought;
(2)A brief description of the home improvement exception sought;
(3)Reference to the application on file for particulars;
(4)A statement that the zoning administrator will act upon the application on a date certain, which is
at least ten working days from the date of mailing of the notice, if no written request for a hearing
is filed prior to such date.
(c)Any person may request a hearing on an application for a home improvement exception by filing a written
request therefor with the zoning administrator prior to the proposed date of zoning administrator action as
set forth in the notice described in subsection (b)(4) of this section.
18.90.030 Public hearing notice.
(a) Upon receipt of an application for a variance or a conditional use permit, the zoning administrator shall set
a date for a public hearing, which hearing shall be held within forty-five days of the date of filing of the
application or request for hearing.
(b)Notice of such hearing shall be given by publication once in a local newspaper of general circulation not
less than twelve days prior to the date of hearing. Additionally, notice of such hearing shall be mailed at
least twelve days prior to the date of the hearing to the applicant, and to owners of record of real property
within 91.4 meters (300 feet) of the exterior boundary of the property involved, as such owners of record
are shown in the last equalized assessment roll, and to owners or occupants of the property within 91.4
meters (300 feet) as shown on the city utility customer file. Compliance with the procedures set forth in this
section shall constitute a good faith effort to provide notice, and the failure of any owner or occupant to
receive notice shall not prevent the city from Woceeding with the hearing or from taking any action or
affect the validity of any action.
(c) The notice of public hearing shall contain the following:
(1) The exact address of the property, if known, or the location of the property, if the exact address is
not known, and the nature or purpose of the application.
(2)The time, place, and purpose of the hearing;
(3)A brief description, the content of which shall be in the sole discretion of the city, of the variance,
home improvement exception, or conditional use permit sought;
(4)Reference to the application on file for particulars; and
C-89010904s}~0090971
(5)A statement that any interested person, or agent thereof, may appear and be heard.
18.90.035 Public hearing.
At the time and place set for the hearing, the zoning administrator shall hear evidence for and against the
application. Each hearing shall be open to the public. The zoning administrator may continue any hearing from time
to time.
18.90.040 A~tion by zoning administrator.
Within a reasonable time, but not more than ten working days after the conclusion of the hearing, or in the case of a
home improvement exception where no request for hearing has been filed, no more than ten working days after the
date proposed for zoning administrator action as set forth in the optional hearing request notice, the zoning
administrator shall make findings and shall render a decision on the application. The decision shall be supported by
the evidence contained in the application and/or presented at the hearing. Notice of the decision of the zoning
administrator shall be mailed to the applicant and to any other person requesting such notice. Upon the request of the
recipient of a variance or the city, the variance, and the conditions applicable thereto, shall be recorded with the
county recorder.
18.90.050
(a)
(b)
Variance - Findings and conditions.
The zoning administrator may grant a variance from the site development regulations, the parking and
loading regulations, or the special requirements of this title applicable within any district if, from the
application of the facts presented at the public hearing, he or she finds:
(1) There are exceptional or extraordinary circumstances or conditions applicable to the property
involved that do not apply generally to property in the same district.
(2)The granting of the application is necessary for the preservation and enjoyment of a substantial
property right of the applicant, and to prevent unreasonable property loss or unnecessary hardship.
(3) - The granting of the application will not be detrimental or injurious to property or improvements inthe vicinity and will not be detrimental to the public health, safety, general welfare, or
convenience.
(4)In addition to the above listed findings, in the case of a flag lot, the zoning administrator may
grant a variance only if he or she makes all of the following additional findings:
(A) The granting of the application will not disrupt established neighborhood character and
aesthetics, and will not affect the health of the residents by significantly blocking out
light and air;
(B)The granting of the application will not result in excessive paving, parking, potential
traffic conflicts on busy streets, street tree removal or loss of private landscaping;
(C)The granting of the application will not negatively impact the privacy and quiet
enjoyment of adjoining single-family residences, for both indoor and outdoor use.
In granting such variance, the zoning administrator may impose such reasonable conditions or restrictions
as he or she deems appropriate or necessary to protect the public health, safety, general welfare, or
convenience, and to secure the purposes of this title.
18.90.055 Home improvement exception - Findings and conditions.
(a) - The zoning administrator may grant a home improvement exception if, after consideration of the
application and all testimony offered at the public hearing (if any), he or she finds:
(I) There are exceptional or extraordinary circumstances or conditions applicable to the property
involved that do not apply generally to property, in the same district.
(2)The granting of the application is desirable for the preservation of an existing architectural style or
neighborhood character, or a protected tree as defined in Chapter 8.10 or other significant tree,
which would not otherwise be accomplished through the strict application of the regulations.
(3)The granting of the application will not be detrimental or injurious to property or improvements in
the vicinity and will not be detrimental to the public health, safety, general welfare, or
convenience.
In determining whether or not to grant exceptions pursuant to this section, the zoning administrator shall
consider such applicable residential design guidelines as may be adopted and published by the city council
from time to time.
010904 syn 0090971 C-90
(b)In granting such home improvement exceptions, the zoning administrator may impose such reasonable
conditions or restrictions as he or she deems appropriate or necessary to protect the public health, safety,
general welfare, or convenience, and to secure the purposes of this title.
18.90.060 Conditional use permit - Findings and conditions.
(a) The zoning administrator may grant a conditional use permit in accord with this title if, from the
application or the facts presented at the public hearing, he or she finds:
(1) The proposed use, at the proposed location, will not be detrimental or injurious to property or
improvements in the vicinity, and will not be detrimental to the public health, safety, general
welfare, or convenience.
(2)The proposed use will be located and conducted in a manner in accord with the Palo Alto
Comprehensive Plan and the purposes of this title.
(3)In addition to the above-listed findings, in the case of a use in the GF ground floor combining
district, the zoning administrator may grant a conditional use permit only if he or she made the
following additional finding: The lo~:ation, access or design of the ground floor space of the
building proposed to house the use, creates exceptional or extraordinary circumstances or
conditions applicable to the property involved that do not apply generally to property in the same
district.
(b)The zoning administrator may impose such reasonable conditions or restrictions as he or she deems
necessary to secure the purpose of this title and to assure operation of the use in a manner compatible with
existing and potential uses on adjoining properties and in the general vicinity.
18.90.070 Effective date.
A variance, home improvement exception, or conditional use permit granted by the zoning administrator shall take
effect ten days following the mailing of the notice of the decision of the zoning administrator, unless an appeal is
filed as provided in Chapter 18.92.
18.90.080 Revocation, extension, transferability, and duration.
(a) In any case where the conditions of a variance, home improvement exception, or conditional use permit
have not been or are not being complied with, the zoning administrator shall set a date for public hearing
and notice the public hearing in accordance with Section 18.90.030. Following such hearing, but not more
than ten working days after conclusion of the hearing, the zoning administrator shall make findings of
whether the conditions of the variance, home improvement exception, or conditional use permit have not
been or are not being complied with and render his decision to revoke or modify such variance, home
improvement exception, or conditional use permit.
(b)In any case where, in the judgment of the zoning administrator, substantial evidence indicates that the use
conducted pursuant to a conditional use permit is being conducted in a manner detrimental to the public
health, safety and welfare, the zoning administrator shall set a date for a public hearing and notice the
public hearing in accordance with Section 18.90.030. Following such hearing, but not more than ten
working days after the conclusion of the hearing, the zoning administrator shall make findings of whether
the use has been conducted in a manner detrimental to the public health, safety and welfare and render his
or her decision whether or not to modify the conditional use permit. In determining whether the use is
conducted in a manner detrimental to the public health, safety and welfare, the zoning administrator shall
consider, but not be limited to, the following: increased traffic, insufficient parking, increased hours of
operation, increased noise level and increased capacity.
(c)A variance, home improvement exception, or conditional use permit which has not been used within one
year following the effective date thereof, shall become null and void and of no effect unless a shorter time
period shall specifically be prescribed by the conditions of such variance, home improvement exception, or
conditional use permit. The zoning administrator may, without a hearing, extend such time for a maximum
period of one additional year only, upon application filed with him or her before the expiration of the one-
year limit, Or the expiration of such limit as may be specified by the conditions of the variance, home
improvement exception, or conditional use permit.
(d)A use permit which has not been used for any period of one year or more shall become null and void.
(e)A variance granted pursuant to this chapter shall exist for the life of the existing structure or such structure
as may be constructed pursuant to the variance approval unless a different time period is specified in the
issuance of the variance. A variance from the parking and loading regulations shall be valid only during the
period of continued operation of the use and/or structure for which the variance was granted.
C-91010904 syn 0090971
(f)A home improvement exception granted pursuant to this chapter shall exist for the life of the structure for
which the exception was granted.
18.90.085 Expansion of conditional uses.
(a) Any expansion in the building size or site area of a conditional use shall necessitate the issuance of a
conditional use permit for the expansion in accord with the provisions of this chapter. This use permit for
expansion .ofa conditional use shall have no effect on any existing use permit previously issued for the.
subject property.
(b)No application for a conditional use permit shall be necessary for existing uses which were lawful
conforming permitted uses and which were rendered conditional by reason ofrezoning or changes to this
title, provided that any expansion in the building site or site area of such a use shall be subject to the
issuance of a conditional use permit in accord with this chapter.
18.90.090 Reports.
The zoning administrator shall make a monthly report to the city manager of the action taken on all applications for
variances and conditional use permits. A copy of such report also shall be forwarded to the city council and the
planning commission.
18.90.100 Variances in conjunction with subdivision.
In cases of major or minor subdivisions, the subdivider may, in conjunction with the filing of a tentative map or a
preliminary parcel map and additional data pursuant to Title 21, also file an application under this Chapter for one or
more variances set forth in Section 18.90.010. In such event, the variance application shall be processed
concurrently with the major or minor subdivision, in lieu of under the provisions of this title, in accord with the
following procedure:
(a)In such cases the tentative map or preliminary parcel map under Section 21.12.040 shall include the
dimensions and locations of all proposed buildings and structures for which variances are sought under this
section, and the subdivider’s application shall contain justification and reasons for such variances.
(b)In the case of a tentative map, the planning commission may recommend and the city council may approve,
and in the case of a preliminary parcel map the director of planning and community environment may
approve, the granting of one or more variances where the findings for variances set forth in Section
18.90.050 are made. No separate public hearing need be held for the granting of variances under this
section.
(c)In the granting of variances under this section, in the case of a major subdivision, the planning commission
may recommend and the city council may require, and in the case of a minor subdivision the director of
planning and community environment may require, the imposition of such conditions or restrictions as are
deemed necessary or appropriate to protect the public health, safety or welfare.
(d)Any variance granted under this section shall, unless otherwise stated, be transferable with the lot upon
which it is granted and any condition or restriction imposed in conjunction therewith shall be deemed to be
binding on the lot in the hands of transferees for the duration of the variance or the enjoyment of the
benefits granted thereby.
(e)In addition to the matters set forth in Chapter 21.16, the final map or parcel map shall include thereon a
statement substantially as follows:
"Lots (listing them by number or other appropriate designation) are transferable subject to certain
conditional variances as to setback and/or yard requirements which are shown on the record of variances
and conditions for this subdivision on file with the Department of Planning and Community Environment,
City of Palo Alto, California."
(f)At the time of the filing of the final map or parcel map with the director of public works/city engineer, the
subdivider applying for variances under this section shall also file therewith a map or maps, in duplicate,
drawn to scale, showing the lots in the subdivision upon which such variances are sought and showing
clearly by dotted lines drawn parallel to the property line affected, with dimension marks and numbers in
each case, such altered setbacks and yards as may have been approved and imposed on the tentative map or
preliminary parcel map. The map or maps accompanying the final map or parcel map shall be captioned,
"Record of Variances and Conditions Thereof Granted in Conjunction with Subdivision of(state tract name
and number)," and shall contain thereon a statement substantially as follows:
(I) In the case of a final map:
C-92
010904 syn 0090971
(g)
"The variances and conditions or restrictions as to setback and/or yard requirements shown hereon
were granted and imposed by the City Council of the City of Palo Alto on [date]
¯Such variances shall be transferable with the respective lots on which they
were granted and such conditions or restrictions shall be binding on such lots in the hands of
transferees for the duration of said variance or the enjoyment of the benefits granted thereby."
(2)In the case of a parcel map:
"The variances and conditions or restrictions as to setback and/or yard requirements shown hereon
were granted and imposed by the Director of Planning and Community Environment of the City of
Palo Alto on [date] . Such variances shall be transferable with the respective
lots on which they are granted and such conditions or restrictions shall be binding on such lots in
the hands of transferees for the duration of said variance or the enjoyment of the benefits granted
thereby."
The approval by the city council of such final map, or the approval by the director of planning and
community environment of such parcel map, and the accompanying map or maps showing variances and
conditions, shall constitute the granting of such variances subject to any such conditions or restrictions.
18.90.105 Variances and use permits in conjunction with planned community zone changes, site and design
applications and applications for approvals requiring review of an environmental impact report.
(a)Whenever application is made for a planned community zone change pursuant to Chapter 18.68, site and
design review pursuant to Chapter 18.82, or any approval for which an environmental impact report is
required pursuant to the California Environmental Quality Act, and the plans for such application also
require approval of a use permit or variance, the person making such application may accompany such
application with an application under this chapter for a use permit or one or more variances, as the case
may be. In such event, the variance or use permit application shall be processed concurrently with the
accompanying application,.in accordance with the procedures established for review of the application for
planned community zone change, site and design review and/or environmental impact report review, as the
case may be.
(b)Where the accompanying application is for a planned community zone change the applicable public
hearing and notice provisions in such case shall be those required for a planned community zone change. In
the case where the accompanying application is for site and design review, the applicable public hearing
and notice provisions shall be those set forth in Section 18.90.030, and shall apply prior to planning
common review of the applications.
(c)All provisions of this chapter shall continue to apply in such case, except that the zoning administrator shall
not act on either application.
18.90.110 Temporary uses.
The zoning administrator may grant a conditional use permit authorizing the use of a site in any district for a
temporary use, subject to the following provisions:
(a)Application shall be made to the zoning administrator and shall be subject to the fee prescribed by the
municipal fee schedule.
(b)The permit may be granted by the zoning administrator without a requirement for public hearing and notice
as otherwise required by Section 18.90.030.
(c)The permit may include authorization to vary from specific requirements of this title as may be solely
related to the requested temporary use.
(d)A conditional use permit for a temporary use, if granted by the zoning administrator, shall be valid for a
specifically stated time period not to exceed forty-five days. The zoning administrator may impose such
reasonable conditions or restrictions as he or she deems necessary to secure the purposes of this title and to
assure operation of the use in a manner compatible with existing and potential uses on adjoining properties
and in the general vicinity.
(e)A conditional use permit for a temporary use may be granted by the zoning administrator if, from the
application or the facts presented to him, he finds:
(1) The granting of the application will not be detrimental or injurious to property or improvements in
the vicinity, and will not be detrimental to the public health, safety, general welfare, or
convenience.
(2)The proposed use will be located and conducted in a manner in accord with the Palo Alto
comprehensive plan and the purposes of this title.
C-93
010904 syn 0090971
(f)Any person who obtains a temporary use permit as provided by this section and fails to abide by its
conditions is guilty of a misdemeanor.
(g) Any person who uses a site for a temporary use in violation of Title 18 and fails to obtain a temporary use
permit as required by this section is guilty of a misdemeanor.
18.90.111 Reserved.*
* Editor’s Note: Former Section 18.90.111 pertaining to temporary uses at the World Cup Soccer Games and
containing portions of Ordinance No. 4181 was repealed July 18, 1994 in accordance with Section 7 of Ordinande
No. 4181.
18.90.120 Sales of alcoholic beverages.
(a) In any district where otherwise permitted by this title, any eating and drinking establishment or other use
having any part of its operation subject to an on-sale license required by the state of California shall be
subject to securing a conditional use permit.
(b)A conditional use permit shall be obtained in the case of premises for which no conditional use permit is in
force, whenever a new on-sale license is required by the state of California.
(c)In the case of premises for which a conditional use permit is in force, which permits the sale of alcohol, an
amendment to such permit shall be required whenever such use is intensified or is expanded in square
footage.
(d)In the case of premises for which a conditional use permit is in force, but such use permit does not permit
sales of alcohol, an amendment to such permit shall be required whenever a new on-sale license is required
by the state of California.
(e)The maximum number of permits for on-sale general (liquor, beer and wine) and for on-sale beer and wine
licenses which may be issued in any single block where any portion of the block is classified in one or
more districts in which an eating and drinking establishment is a permitted or a conditional use shall be
governed by the following table, and no applications for a conditional use permit for the sale of alcoholic
beverages under an on-sale license from the state of California shall be accepted unless the standards in this
section are met.
Maximum Number of Conditional Use Permits
Which May Be Authorized
No Permit "
Square Feet of Zoned Site Area in District(s) Allowing
Eating and Drinking Use as a Permitted or Conditional Use
0-1,858.0 sq. m. (0-19,999 sq. ft.)
1 permit 1,8581-3,716.0 sq. m. (20,000-39,999 sq. ft.)
2 permits 3,716.1 sq. m. (40,000 sq. ft. and above)
3 or more In the same progression
tn any block having residentially zoned site area equal to or greater than twenty-five percent of the total
block area:
Maximum Number of Conditional Use Permits
Which May Be Authorized
4 permits
5 permits
Square Feet of Zoned Site Area in District(s) Allowing
Eatin~ and Drinkin~ Use as a Permitted or Conditional Use
0-14,864.4 sq. m. (0-159,999 sq. ft.)
14,864.5-29,728.9 sq. m. (160,000-319,999 sq. ft.)
C-9401091Ms~0090971
6 permits 29,729.0-59,457.9 sq. m. (320,000-639,999 sq. ft.)
7 permits 59,458.0-118,915.8 sq. m. (640,000-1,279,999 sq. ft.)
8 or more In the same progression
(f)Additional conditional use permits may be authorized for establishments for on-sale beer and wine licenses.
The total number of such additional permits shall be equal to half the number of on-sale general licenses
permitted in the tables contained in subsection (c) of this section.
Chapter 18.91 DESIGN ENHANCEMENT EXCEPTION PROCESS
Sections:
18.91.010
18.91.20
Exceptions to site development, parking and loading requirements to enhance the design of
development subject to architectural review.
Scope of exception process.
18.91.010 Exceptions to site development, parking and loading requirements to enhance the design of
development subjeet to architectural review.
In accordance with, and subject to, the procedures set forth in Section 16.48.135 of this code, the architectural
review board may recommend, and the director of planning and community, environment may approve, minor
exceptions to the site development, parking and loading requirements otherwise applicable under this title, when
such exceptions will enhance the appearance and design of commercial and multiple-family development and other
development subject to architectural review under Chapter 16.48. Items for which exceptions may be granted
include, but are not limited to, dormers, eave lines, roof design, bay windows, cornices, parapets, columns, arcades,
fountains, art, ornamentation, atriums, balconies, trellises, moldings, balustrades, stairs, entry features, and other
minor architectural elements and design features.
18.91.020 Scope of exception process.
No exceptions shall be granted under this section which would increase floor area, decrease the number of required
parking spaces, decrease the amount of required on-site landscaping, or decrease the required open space. Generally,
exceptions shall be limited to minor changes to the setback, daylight plane, height, lot coverage limitations, parking
lot design and landscaping configuration, and additional flexibility in the required proportion between private and
common open space.
C-95010904 syn 0090971
Chapter 20.04 OFFICIAL PLAN LINE REGULATIONS
Sections:
20.04.010
20.04.020
20.04.030
20.04.040
20.04.050
20.04.060
20.04.070
20.04.080
20.04.090
20.04.100
20.04.110
20.04.120
20.04.130
20.04.140
20.04.150
Definitions.
Declaration of purpose.
Construction or enlargement of improvements prohibited.
C.onflicting permits or licenses void.
Hearing by planning commission.
Recommendation to council.
Hearing by city council.
Amendment or rescission of official plan line.
Incorporation of maps into chapter.
Map identification and certification.
Filing of maps.
Variances - Authority - Grounds.
Variances - Procedure.
Variances - Agreement for removal.
Adoption of official plan lines outside city limits.
20.04.010 Definitions.
For the purpose of this chapter, unless it is plainly evident from the context that a different meaning is
intended certain terms used herein are defined as follows:
(a) "Map" means an illustration, including a drawing, aerial photograph, or photomap, accurately
indicating the precise location of a planned right-of-way or portion thereof.
(b) "Official plan line" means the boundaries and limits of a planned right-of-way, including the
future right-of-way of an existing street as it is proposed to be widened and including all lands necessary for the
building, widening or maintenance of any road, street, highway, or any other type of public way, which planned
right-of-way is based on the general plan for the cit-y of Palo Alto.
(c) "Right-of-way" means all or any part of the entire width of a road, street, or highway easement,
whether or not such entire area is actually used for road, street, or highway purposes.
20.04.020 Declaration of purpose.
It is the purpose of the provisions of this chapter to protect and promote the public health, safety, peace,
comfort, or general welfare and specifically to provide for the systematic execution of the circulation element of the
general plan for the city, of Palo Alto, by designating the precise location of planned rights-of-way and limiting the
location of buildings and other improvements with respect to planned rights-of-way, and to provide an authentic
source of information as to the development of the city of Palo Alto. This chapter is adopted pursuant to Sections
65600 to 65659, inclusive of the Government Code of California and shall be cited and referred to as the official
plan line regulations of the city of Palo Alto.
20.04.030 Construction or enlargement of improvements prohibited.
No building, structure, or other improvement, shall hereafter be erected, constructed, enlarged, or placed
within the official plan lines established by this chapter, or amendments thereto, except that this section shall not
apply to garden and agricultural crop planting or fences and agricultural irrigation systems in connection therewith,
street, curb, gutter and sidewalk improvements, public utility poles, pipelines or a temporary building or structure
having a value of not more than one thousand dollars. Provided, however, that prior to the construction of any
temporary building or structure the owner of the property on which it is to be located shall execute an agreement
with the city of Palo Alto in accordance with the provisions of Section 20.04.140.
20.04.040 Conflicting permits or licenses void.
All departments, officers and employees of the city, of Palo Alto vested with the duty or authority to issue
permits, licenses or grant approval of the subdivision of land, shall conform to the provisions of this chapter and
shall issue no such permit, license, or approval for uses, buildings, structures or subdivisions where the same would
be in conflict with the provisions of this chapter. Any such permit, license or approval shall be null and void if
issued in conflict with the provisions of this chapter.
010904 syn 0090971 C-96
20.04.050 Hearing by planning commission.
Before any official plan line is adopted by the city council the planning commission shall hold a public
hearing. Notice of the time and place of such hearing shall be given by publication of a notice thereof once in a
newspaper of general circulation in the city at least ten days before the hearing and by mailing a notice thereof to the
owners of all property abutting on or included within the proposed official plan lines using addresses from the last
adopted tax roll of the city assessor.
20.04.060 R~commendation to council.
After the public hearing the planning commission shall submit its recommendation to the city council.
20.04.070 Hearing by city council.
Upon receipt of the planning commission’s recommendation the city council shall set the matter for a public
hearing and shall give notice of such hearing in the same manner as that provided herein for hearings by the
planning commission. After the hearing the city council may either reject or adopt the official plan line as submitted.
The city council shall not make a change in any proposed or existing official plan line until the proposed change has
been referred to the planning commission for a report and a copy of the report has been filed with the city council.
Failure of the planning commission to report within forty days after transmittal shall be deemed to constitute
approval of the change.
20.04.080 Amendment or rescission of official plan line.
Official plan line maps may be amended or rescinded in the same manner as that provided for their original
adoption.
20.04.090 Incorporation of maps into chapter.
Official plan lines shall be clearly delineated on maps which, together with all data and information
indicated thereon, shall, upon adoption by the city council, be made a part of this chapter and shall be incorporated
herein under sections of this chapter.
20.04.100 Map identification and certification.
Each map adopted pursuant to the provisions of this chapter shall be designated:
OFFICIAL PLAN LINES OF (here shall be inserted the name of the street or highway) BETWEEN (here
shall be inserted the names of the streets or other appropriate places which identify the point of commencement and
ending of the particular official plan line).
to it:
Each map shall have the following certificates which may either be placed directly on the map or attached
I hereby certify that this map (or, the map attached hereto), consisting of sheets, constitutes a precise
plan based on the Circulation Element of the General Plan of the City of Palo Alto, adopted by the City Council by
Resolution No. 3616 on March 18, 1963.
City Engineer
I hereby certify that this map (or, the map attached hereto), consisting of__ sheets, constitutes Section
of the Palo Alto Municipal Code, which section was adopted as Ordinance No. __ by the City
Council of the City of Palo Alto on 19
City Clerk of the City of Palo Alto
(SEAL)
20.04.110 Filing of maps.
The city clerk shall cause all maps adopted pursuant to this chapter and amendments thereto together with
all data and information indicated thereon, to be filed with the office of the county recorder of the county of Santa
Clara.
C-97
010904 syn 0090971
20.04.120 Variances - Authority - Grounds.
The zoning administrator shall hear and decide applications for variances from the terms of this chapter
when all the following circumstances are found to apply:
(a) There are special conditions or exceptional characteristics in the nature of the property affected by
the application, including size, shape, topography, location or surroufidings, such that a literal enforcement of this
chapter in the parti.cular case would result in practical difficulties or unnecessary hardships;
(b) The variance is necessary for the preservation and enjoyment of substantial property rights an~t
will not constitute a grant of special privilege inconsistent with the limitations imposed by this chapter on other
properties in the vicinity, of the affected property; and
(c) The granting of the variance will not be contrary to the intent of this chapter or to the purposes and
objectives of the general plan of the city of Palo Alto.
20.04.130 Variances - Procedure.
The procedure to be followed in applying for, giving notice of and granting such variances shall be that set
forth in Chapter 18.90.of the zoning code. The fee charged shall be the same as that for zoning variance applications.
20.04. ! 40 Variances -.Agreement for removal.
A variance shall be granted only upon the condition that the owner of the property shall execute an
agreement with the city of Palo Alto, wherein the owner agrees to remove such building, structure, or other
improvements, at his own expense, upon the acquisition by the city of Palo Alto of an easement in and across his
property for street purposes. The agreement shall include such other conditions as the zoning administrator deems
reasonable to carry out any of the provisions of this chapter, including, but not limited to, a time limitation and the
requirement that the property owner post a surety bond in such amount as may be fixed by the city council
guaranteeing faithful performance of the terms and conditions of the agreement, including a covenant to remove the
building, structure, or other improvements at his own expense, or in the event of his failure so to do, authorizing
removal by the city and making the cost thereofa lien on said property. Such agreement shall be recorded.
20.04.150 Adoption of official plan lines outside city limits.
(a)Unincorporated Areas Outside City. The planning commission and the city council may hold
hearings in the manner prescribed herein to adopt official plan lines for unincorporated areas outside of the city
boundaries which, in the planning commission’s or city council’s judgment, bears relation to its planning.
(b) Notice of Hearing. Whenever hearings are to be held on official plan lines covering land outside
the city boundaries, a notice of said hearing will be transmitted to the Santa Clara County planning commission and
board of supervisors of Santa Clara County along with copies of appropriate maps, for comment from said planning
commission or board of supervisors. If no comments are received within forty days after transmittal, said proposals
shall be deemed to be acceptable with the county planning commission and or board of supervisors.
(c) Effective Date of Official Plan Lines. Official plan lines adopted for land outside the city
boundaries do not become effective until such land is duly annexed to the city.
(d) Official Plan Line Affecting Adjacent City. Whenever an official plan line is being considered
which affects an adjacent city, the city clerk shall transmit a copy of the proposed map to the appropriate adjacent
city planning commission(s) for their comments. If no comments are received within forty days after transmittal,
said proposal shall be deemed acceptable with said adjacent city planning commission.
010904 syn 0090971
C-98
Chapter 20.08 SETBACK LINES
20.08.10 Setback Line.
For the purposes of this chapter, a setback line means a line within a lot parallel to a corresponding lot line, which is
the boundary of any specified front, side or rear yard, or the boundary of any public right-of-way whether acquired
in fee, easement, or otherwise, or a line otherwise established to govern the location of buildings, structures or uses.
Where no minimum front, side or rear yards are specified, the setback line shall be coterminous with the
corresponding lot lifie.
20.08.20 Setback map.
Setback lines are established parallel with the streets at a distance in feet as shown upon the map entitled "Setback
Map dated October 12, 1959" made a part hereof, and according to the legend contained on such map.
Setback lines on property not having such lines imposed by this chapter and map shall be as established by Title 18,
the Zoning Code.
20.08.30 Buildings between street line and setback line prohibited.
It shall be unlawful for any person, firm or corporation to erect or locate any building or structure within the space
between the street line and setback line.
Map showing setback lines applicable to Research Park to be attached before execution.
I The setback map, adopted by Ordinance 1896, has been amended by Ordinances 1953, 1993, 2028, 2034, 2035,
2036, 2037, 2052, 2060, 2061. 2108, 2109, 2110, 2133, 2136, 2157, 2171, 2244, 2263, 2687, 3071, 3531 and 4430.
C-99
010904 syn 0090971
EXCERPT FROM CHAPTER 21.08 MAPS REQUIRED
21.08.010 Tentative map and final map required.
A tentative map and a final map shall be required for any subdivision for which a tentative map and a final map .are
required by the Subdivision Map Act, including any stock cooperative project creating five or more units.
C-100
010904 syn 0090971
L
11
Londscape
160’ from
property
Landsca Overlay
from ~erty lin
The City of
Palo A1 to
PLANN|NO DIVISION
Proposed 100’ Landscape
Overlay at the Hillview
Site in the Stanford
Research Park
Exhibit E
This map is a product of
the City of Palo Alto GIS
o’2o0’ 400’
File: PL_PROJ_DISK:[OOOOOO.ZONE]ZONESOO.FGB View: LMlO00 This document is a graphic representation onl9 or best available sources.gate: 04SEP01-17.47.00 B9: ttUHBLE The Citg o£ Palo Alto assumes no responsibilitg rot an9 errors.
Attachment D-2
STANFORD-CPA Development Agreement and Ground Lease
Proposed Mayfield Ground Lease
010905 s~ 0090974
GROUND LEASE
THIS LEASE is made and entered into as of ,2001 (the "Effective Date"),
by and between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR
UNIVERSITY, a body having corporate powers under the laws of the State of California
("Lessor"), and THE CITY OF PALO ALTO, a municipal corporation ("Lessee").
RECITALS
A. Lessor owns that certain real property being a portion of the lands of The Leland
Stanford Junior University and located in the City of Palo Alto, County of Santa Clara, State of
California, and more particularly described in Exhibit A attached hereto (the "Premises"). The
land described in Exhibit A together with the Improvements (as defined below), is herein
referred to as the "Premises."
B. Lessee now desires to lease the Premises from Lessor, and Lessor desires to lease
the Premises to Lessee on the terms and conditions set forth in this Lease and for the purposes
provided herein.
NOW, THEREFORE, in consideration of the rents to be paid hereunder and of the
agreements, covenants and conditions contained herein, the parties hereby agree as follows:
ARTICLE 1. BASIC LEASE INFORMATION
The following is a summary of basic lease information. Each term or item in this
Article 1 shall be deemed to incorporate all of the provisions set forth below pertaining to such
term or item and to the extent there is any conflict between the provisions of this Article 1 and
any more specific provision of this Lease, the more specific provision shall control.
Lessor:The Board of Trustees of the
Leland Stanford Junior University
Address of Lessor:Stanford Management Company
2770 Sand Hill Road
Menlo Park, CA 94025-3065
Attn: Managing Director Real Estate
Lessee:The City of Palo Alto
Address of Lessee:City Manager
City of Palo Alto
250 Hamilton Avenue
Palo Alto, CA 94301
with a copy to:City Attomey
City of Palo Alto
250 Hamilton Avenue
Palo Alto, CA 94301
Commencement Date:
Term (Article 5):
Rent (Article 6):
Use (Article 9):
ARTICLE 2. DEFINITIONS
See Article 5
Fifty-one (5 I) years from the Commencement Date
One Dollar per year, subject to the provisions of
Section 6.2
Operation of a Community Center, as defined in
Article 2, and as otherwise described in Article 9
As used in this Lease, the following terms shall have the following meanings, applicable,
as appropriate, to both the singular and plural forms of the terms herein def’med:
"Access Agreements" are defined in Section 3.1.
"Added Costs" means the extra, incremental costs to redevelop, repair, maintain,
upgrade or construct Improvements at the Premises, or to make thePremises suitable for tenant
use, due to the Pre-Existing Environmental Condition, including the presence of residual
Hazardous Substances after remediation. Added Costs include, but are not limited to, the costs
of any studies or risk assessments required by any government authority with jurisdiction or
those that are technically warranted and reasonably requested by Lessor or any tenant or
subtenant at the Premises, the costs of any hazardous material contractor to perform work at the
Premises, the costs for handling and disposal of any contaminated media at the Premises, and the
costs of any special requirements to control soil vapors or dewater the Premises.
"Additional Rent" is defined in Article 7.
"Alterations" means any additional improvements, alterations, remodeling, or
reconstruction of or to the Improvements on the Premises.
"Applicable Laws" means all applicable laws, statutes, codes, ordinances, orders, rules,
regulations and requirements, including, without limitation, all Environmental Requirements, of
all Federal, state, county, municipal and other governmental authorities and the deparmaents,
commissions, boards, bureaus, instrumentalities, and officers thereof, and all orders, rules and
regulations of the Pacific Fire Rating Bureau, and the American Insurance Association (formerly
the National Board of Fire Underwriters) or any other body exercising similar functions relating
to or affecting the Premises, the Improvements now or hereafter located on the Premises or the
use, operation or occupancy of the Premises for the purposes permitted hereunder, whether now
existing or hereafter enacted.
"Appropriation" means any taking by exercise of right of condemnation (direct or
inverse) or eminent domain, or requisitioning by military or other public authority for any
purpose arising out of a temporary emergency or other temporary circumstance or sale under
threat of condemnation. "Appropriated" means having been subject to such taking and
"Appropriating" means exercising such taking authority.
2
"Award" means the amount paid by the Appropriating authority as a result of an
Appropriation.
"Basic Lease Information" means the information contained in Article 1.
"Basic Rent" is defined in Article 6.
"Commencement Date" is as stated in Article 5.
"Community Center" means the facilities, buildings and improvements on the Premises
managed and operated by Lessee or its non-profit or governmental successors and assigns,
including the JCC or any Permitted Sublessee of the entire Premises, for cultural, educational,
health and human services, recreational and social activities for the benefit of the public,
including programs for members of the JCC or any Permitted Sublessee and their guests. The
activities to be conducted on the Premises may include activities or programs which are being
offered as of the Effective Date at the JCC’s existing facility, or which have been offered
previously at the JCC’s existing facility, or are consistent in character with such current or prior
uses. Notwithstanding the foregoing definition or any other provision of this Lease, Lessee’s use
of the Premises as a Community Center shall at all time comply with the requirements and
restrictions of the Grant of Endowment of the Leland Stanford Junior University, and all
subsequent amendments thereto.
"Development Agreement" means that certain Development Agreement dated as of
by and between Lessor and Lessee.
"EnvironmentalAudit" is defined in Section 18.9.
"Environmental Claims" means all claims, demands, judgments, damages, losses,
penalties, fines, actions, proceedings, obligations, liabilities (including strict liability),
encumbrances, liens, costs (including, without limitation, costs of investigation and defense of
any claim, whether or not such claim is ultimately defeated, and costs of any good faith
settlement or judgment), and expenses of whatever kind or nature, contingent or otherwise,
matured or unmatured, foreseeable or unforeseeable, including without limitation reasonable
attorneys’ and consultants’ fees and disbursements, any of which are incurred at any time arising
out of or related to Environmental Requirements, including, without limitation:
(i) Damages for personal injury, or injury to property or natural resources
occurring upon or off of the Premises, foreseeable or unforeseeable, including, without
limitation, lost profits, consequential damages, the cost of demolition and rebuilding of any
improvements on real property, interest and penalties, and claims brought by or on behalf of
employees of Lessee, with respect to which Lessee waives any immunity to which it may be
entitled under any industrial or worker’s compensation laws;
(ii) Fees incurred for the services of attorneys, consultants, contractors,
experts, laboratories and all other costs incurred in connection with the investigation or
remediation of Hazardous Substances or violation of Environmental Requirements, including,
but not limited to, preparation of feasibility studies or reports, or the performance of any cleanup,
remediation, removal, response, abatement, containment, closure, restoration or monitoring work
required by any federal, state or local governmental agency or political subdivision, or
reasonably necessary to make full economic use of the Premises or any other property or
otherwise expended in connection with such conditions, and including without limitation any
attorneys’ fees, costs and expenses incurred in enforcing this Lease or collecting any sums due
hereunder;
(iii) Liability to any third person or governmental agency to indemnify such
person or agency for costs expended in connection with the items referenced above;
(iv) Diminution in the value of the Premises, and damages for the loss of
business and restriction on the use of, or adverse impact on the marketing of, rentable or usable
space or any amenity of the Premises.
"Environmental Requirements" means all applicable present and future statutes,
regulations, rules, ordinances, codes, common law, licenses, permits, orders, approvals, plans,
authorizations, concessions, franchises, and similar items, and all amendments thereto, of all
governmental agencies, departments, commissions, boards, bureaus or instrumentalities of the
United States, California, and political subdivisions thereof, and all applicable judicial,
administrative and regulatory decrees, judgments, and orders relating to the protection of human
health, safety or the environment, including, without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act (42 U.S.C. section 9601 et seq.) and
the Resource Conservation and Recovery Act (42 U.S.C. section 6901 et seq.) and including,
without limitation: (i) all requirements pertaining to reporting, licensing, permitting,
investigation and remediation of emissions, discharges, releases, or threatened releases of
Hazardous Substances, whether solid, liquid, or gaseous in nature, into the air, surface water,
groundwater, or land, or relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport, or handling of Hazardous Substances, and (ii) all requirements
pertaining to the health and safety of employees or the public.
"Exacerbation" means any direct, material adverse impact on the Pre-Existing
Environmental Condition. Exacerbation includes, without limitation, actions which speed,
redirect or enhance the migration of groundwater contamination at the Premises in a fashion that
causes a material adverse impact (for example, by causing Hazardous Substances to migrate to
deeper aquifers), actions which cause damage to or limit the effectiveness of any existing
remediation systems or equipment, and actions which give rise to Environmental Claims.
Exacerbation does not mean the mere ongoing, passive migration of Hazardous Substances
present at the Premises before the Commencement Date or the mere construction of
Improvements at the Premises.
"Expiration Date" is the fifty-first anniversary of the Commencement Date.
"Event of Default" is defined in Article 25.
"First Lender" is defined in Section 24.3.
"Full Insurable Replacement Value" is defined in Section 19.1.
4
"Gross FloorArea" is as defined in Section 18.04.030(65)(A) and (B) of the Palo Alto
Municipal Code effective as of August, 2001.
"Hazardous Substance" means any substance:
(i) the presence of which requires investigation or remediation under any
Environmental Requirement;
(ii) which is or becomes listed, regulated or defined as a "hazardous waste,"
"hazardous substance," "hazardous material", "toxic substance", "hazardous air pollutant",
"pollutant," or "contaminant" under any Environmental Requirement;
(iii) which is toxic, explosive, corrosive, flammable, infectious, radioactive,
carcinogenic, mutagenic,~or otherwise hazardous to health, reproduction or the environment and
is or becomes regulated under any Environmental Requirement;
(iv) the presence of which on the Premises causes or threatens to cause a nuisance
upon the Premises or to surrounding properties or poses or threatens to pose a hazard to the
health or safety of persons on or about the Premises;
(v) the presence of which on adjacent properties could constitute a trespass by
Lessee;
(vi) without limitation of the foregoing, which contains gasoline, diesel fuel or other
petroleum hydrocarbons and the additives and constituents thereto; .
(vii) without limitation of the foregoing, which contains polychlorinated biphenals
(PCBs), asbestos or urea formaldehyde foam insulation; or
(viii) without limitation of the foregoing, radon gas.
"Impositions" are defined in Section 7.2.
"Improvements" means all landscaping, buildings and other structures and
improvements, and fixtures thereto, constructed, planted, or installed on the Premises, including,
without limitation, all subsequent Alterations. The Improvements shall consist of not less than
100,000 square feet and not more than 130,000 square feet of Gross Floor Area.
"Institutional Lender" is defined in Section 24.3.
"Interest Rate" means the lesser of (i) the rate of interest charged by Bank of America at
its offices in San Francisco as its prime or reference rate, plus 2%, or (ii) the highest rate
permitted under Applicable Laws, compounded monthly.
"JCC" is the Albert L. Schultz Jewish Community Center.
"JCCSublease" is defined in Section 23.1.
"JCF" is defined in Section 23.1.
"Leasehold Mortgage" is defined in Section 24.1.
"Lessee Environmental Activity" means (a) any use, treatment, keeping, handling,
storage, transport, sale, release, disposal, migration or discharge from, on, about, under or into
the Premises of any Hazardous Substance other than one which was already present prior to the
Commencement Date, or (b) the Exacerbation of the Pre-Existing Environmental Condition,
which arises out of, is the result of or is related to the acts or omissions of Lessee, its employees,
agents, contractors and invitees on or about the Premises during the Term.
"Liens" are defined in Section 15.1.
"Orders" are defined in Section 18.1.
"Permitted Exceptions" are def’med in Section 3.1.
"Permitted Sublease" is defined in Section 23.4.
"Permitted Sublessee" is defined in Section 23.4.
"Pre-Existing Environmental Condition" means the presence, release and/or migration
of any Hazardous Substances at, on, under or from soil, groundwater, surface water, the air or
Improvements at the Premises on or before the Commencement Date.
"Premises" is defined in Recital A.
"Project" means the construction of the Community Center contemplated for the
Premises.
"Rent" is defined in Section 7.1.
"Responsible Parties" are defined in Section 3.1.
"SupplementalAudit" is defined in Section 18.9.
"Term" is defined in Article 5.
"Termination Date" shall mean the Expiration Date or such earlier date as this Lease is
terminated pursuant to any provision hereof.
"Transfer" is defined in Section 22.1.
ARTICLE 3. LEASE OF PREMISES; RESERVATION OF RIGHTS
Section 3.1 Premises. As of the Commencement Date, Lessor hereby leases and
demises the Premises to Lessee, and Lessee hereby hires the Premises from Lessor on the terms
and conditions set forth in this Lease. This Lease shall be subject to (a) all zoning and
governmental regulations now or hereafter in effect, (b) all liens, encumbrances, restrictions,
rights and conditions of law or of record existing as of the Commencement Date and as described
on Exhibit A-1 attached hereto, and (c) all matters affecting title to or use of the Premises
otherwise known to Lessee or ascertainable by inspection or a survey. The matters described in
the preceding clauses (b) and (c) are collectively referred to as the "Permitted Exceptions". In
addition, this Lease shall be subject to the fights of Hewlett-Packard Company and BP Oil
Company (the "Responsible Parties"), as detailed in the access agreements attached as Exhibits
B-1 and B-2 (the "Access Agreements’), and to the on-going remediation of Hazardous
Substances described in Article 18.
Section 3.2 Conditions to Effectiveness of Lease. The effectiveness of this Lease
shall be conditioned upon (a) approval and execution of the Development Agreement; (b) the
expiration of the referendum period of the ordinance approving the Development Agreement
without the filing of a referendum, and (c) the expiration of 100 days after Lessee’s adoption of
the ordinance approving the Development Agreement without the filing of a judicial proceeding
affecting the Development Agreement.
Section 3.3 Access and Relocation Rights. Lessor hereby grants to Lessee a non-
exclusive easement for access to and from the Premises, subject to the rights of all existing
easement holders and as more particularly described on the attached Exhibit . Lessor makes
absolutely no representation or warranty regarding the availability of access or the utility of such
access easement for Lessee’s purposes. Lessor further grants to Lessee the right at Lessee’s own
cost, risk and expense to relocate the following easements in order to accommodate construction
of the Improvements and use of the Premises as contemplated by this Lease: (a) the sewer
easement described in Exception No. __ in the Permitted Exceptions; and (b) the electrical
easement described in Exception No. __ in the Permitted Exceptions. Lessee shall be solely
responsible for obtaining all necessary third party and governmental approvals and permits for
such relocation.
Section 3.4 Reservation of Rights.
(a) Lessor hereby reserves and excepts all rights in and with respect to the Premises
not inconsistent with Lessee’s use of the Premises as permitted herein, including, without
limitation, (i) the right of Lessor, at all reasonable times and, if reasonably practicable, following
advance notice to Lessee, to enter and to permit the County of Santa Clara, the Santa Clara
Valley Water District, other governmental bodies, public or private utilities and other persons to
enter upon the Premises for the purposes of installing, using, operating, maintaining, renewingl
relocating and replacing such underground wells and water, oil, gas, steam, storm sewer, sanitary
sewer and other pipe lines, and telephone, electric, power and other lines, conduits, and facilities,
and flood access and maintenance rights of way and equipment, as Lessor may deem desirable in
connection with the development or use of the Premises, or any other property in the
neighborhood of the Premises, whether owned by Lessor or not, and (ii) the remediation of
Hazardous Substances in, on, or under, the Premises, as required under Applicable Law and
pursuant to the Access Agreements and the Orders described in Section 18.1. No such entry,
construction or the presence of such wells, pipe lines, lines, conduits, facilities or rights of way
shall interfere with the use of the Premises or the stability of any building or improvement on the
Premises; provided that Lessor’s obligations pursuant to this sentence shall not apply to any
conditions or improvements on or under the Premises existing as of the Effective Date.
7
(b) Lessor hereby retains the sole and exclusive right to enter upon the Premises and
mine or otherwise produce or extract by any means whatsoever, whether by slant drilling or
otherwise, oil, gas, hydrocarbons and other minerals (of whatsoever character) in or under or
from the Premises, such mining, production or extraction to be for the sole benefit of Lessor
without obligati6n to pay Lessee for any or all of the substances so mined, produced or extracted;
provided, however, that none of the operations for such mining, production or extraction shall be
conducted from the surface of the land hereby leased, but only at such depth beneath such land
surface as not to interfere with the use or stability of any building or improvements on the
Premises, which the parties agree shall not be less than five hundred (500) feet. No such entry,
mining, production or extraction shall interfere with the use of the Premises or the stability of
any building or improvement on the Premises.
(c) Provided Lessor complies with the limitations of subsections (a) and (b) above,
Lessee hereby waives any claims for damages for any injury or inconvenience to or interference
with Lessee’s business on the Premises, or any other loss occasioned by Lessor’s exercise of its
rights hereunder.
(d) Lessor shall be entitled, at all reasonable times and upon reasonable notice to go
upon and into the Premises and the Improvements for the purposes of (a) inspecting the
performance by Lessee of the terms, covenants, agreements and conditions of this Lease, (b)
posting and keeping posted thereon notices of non-responsibility for any construction, alteration
or repair thereof, as required or permitted by any law or ordinance, and (c) any other reason
permitted under this Lease.
ARTICLE 4. ACCEPTANCE OF PREMISES
Prior to entering into this Lease, Lessee has made a thorough, independent examination
of the Premises and all matters relevant to Lessee’s decision to enter into this Lease, and Lessee
is thoroughly familiar with all aspects of the Premises and is satisfied that they are in an
acceptable condition and meet Lessee’s needs. Lessee specifically agrees to take the Premises in
its existing condition and acknowledges that in entering into this Lease, and except to the extent
specifically provided otherwise, Lessee does not rely on, and Lessor does not make, any express
or implied representations or warranties as to any matters including, without limitation, the
suitability of the soil or subsoil, any characteristics of the Premises or any improvements thereon,
the suitability of the Premises for the intended use, the likelihood of deriving business from or
other characteristics of The Leland Stanford Junior University, the economic feasibility of the
business Lessee intends to conduct on the Premises, title to the Premises, Hazardous Substances
on or in the vicinity of the Premises, or any other matter. Lessee has satisfied itself as to such
suitability and other pertinent matters by Lessee’s own inquiries and tests into all matters
relevant in determining whether to enter into this Lease. Lessee accepts the Premises in its
¯ existing condition, and to the extent specifically provided in Article 18 with respect to Lessee
Environmental Activity, Lessee hereby expressly agrees that if any remedial or restoration work
is required in order to conform the Premises to the requirements of Applicable Laws, Lessee
shall assume sole responsibility for any such work.
ARTICLE 5. TERM
Section.5.1 Term. The term of this Lease (the "Term") shall commence on the earlier
of (a) the date that Lessee enters onto the Premises for the commencement of construction of the
Improvements, and (b) the date which is 54 months after the Effective Date (the
"Commencement Date"). This Lease shall expire on the Expiration Date or on such earlier date
as this Lease may be terminated as hereinafter provided.
Section 5.2 Election to Construct Improvements. Lessee shall have no obligation to
construct the Improvements so long as Lessee maintains the Premises in a neat and attractively
landscaped condition; provided, however, that if Lessee commences construction of the
Improvements at any time during the Term, it will diligently prosecute such construction to
completion. Lessee shall notify Lessor in writing prior to the Commencement Date whether or
not Lessee elects to construct the Improvements, and if so, how many square feet of Gross Floor
Area will be constructed (within the permitted range of 90,000 to 130,000 square feet). After
delivery of such notice, Lessee shall not increase or decrease the square footage of the
Improvements without Lessor’s consent. If Lessee elects not to construct the Improvements,
Lessee may terminate this Lease prior to the expiration of the 54th month after the Effective Date
upon delivery of written notice to Lessor, whereupon neither party shall have any further rights
or obligations under this Lease. Notwithstanding the foregoing, Lessee’s failure to construct the
Improvements and/or Lessee’s election to terminate this Lease due to an election not to construct
the Improvements shall not in any way affect or limit Lessor’s vested Mayfield Square Footage,
as defined in the Development Agreement.
Section 5.3 Construction Timetable. If Lessee elects to construct the Improvements
and the completion of the Improvements has not occurred within 8 years after the Effective Date
(subject to Sections 5.4 and 5.5), either Lessor or Lessee shall have the right to terminate this
Lease upon written notice to the other, whereupon neither party shall have any further rights or
obligations under this Lease; provided that Lessee surrenders the Premises as required in Article
27. Notwithstanding the foregoing, if the JCC notifies Lessee that it elects not to proceed with
construction or has not commenced construction of the Improvements by the end of the 54-
month period from the Effective Date, Lessee shall have an additional 1-year period after the
date of the JCC notice in which to elect whether or not to terminate this Lease. In the event
Lessee initially decides not to construct the Improvements, but does not terminate this Lease, if
Lessee later desires to construct the Improvements, it shall do so only if construction can be
completed within 15 years after the Commencement Date (subject to Section 5.5), it being the
understanding of the parties that no construction (other th.an subsequent Alterations to the
Improvements or the installation of exterior recreational facilities) shall occur after the 15th
anniversary of the Commencement Date.
Section 5.4 Phasing of Construction. Notwithstanding the other provisions of this
Article 5, Lessee may elect to construct the Improvements in two phases, subject to the following
conditions: (a) the first phase shall consist of a total of at least 90,000 square feet of Gross Floor
Area, (b) the second phase shall not cause the total square footage of the Premises to exceed
130,000 square feet of Gross Floor Area (or such lesser square footage as Lessee elected to
construct under Section 5.2), (c) construction of the second phase shall commence within l0
years after the Commencement Date, and (d) the second phase shall be completed within 15
years after the Commencement Date. The phasing of construction of the Improvements shall not
reduce Lessor’s vested Mayfield Square Footage under the Development Agreement.
Section 5.5 Inability to Perform. If Lessee is unable to meet the construction
timetable set forth in Section 5.3 by reason of acts of God, accidents, breakage, repairs, strikes,
lockouts, other labor disputes, inability to obtain utilities or materials or by any other reason
beyond Lessee’s reasonable control, then no such inability or delay by Lessee shall be a breach
of this Lease, or allow Lessor to terminate this Lease for a period equal to the duration of such
prevention, delay or stoppage.
Section 5.6 Extension Discussions. Lessor agrees that upon delivery of written
request by Lessee delivered at any time during the 40th year of the Term, Lessor’s authorized
representatives will meet with Lessee to discuss any proposal Lessee wishes to make for a
possible extension of this Lease. Lessee agrees and acknowledges (a) that Lessor’s agreement to
meet with Lessee shall not impose any duty (express or implied) upon Lessor to enter into
negotiations for an extension of this Lease, (b) that Lessor is not willing to grant to Lessee an
option to extend this Lease, and (c) that Lessee is not relying on any promise, express or implied,
that this Lease will be extended or renewed.
ARTICLE 6. RENT
As consideration for this Lease, Lessee shall pay to Lessor in advance on the
Commencement Date and on each anniversary of the Commencement Date during the Term rent
in the amount of One Dollar ($1.00) (the "Basic Rent"). Lessor hereby acknowledges that
Lessee has prepaid the entire Basic Rent concurrently with the execution of this Lease.
ARTICLE 7. ADDITIONAL RENT
Section 7.1 Net Lease. Each and every sum payable to Lessor pursuant to this Lease
(other than the Basic Rent), each and every sum Lessee is obligated to pay to any third party
pursuant to this Lease, and each and every sum which Lessor pays to any third party to cure a
default of Lessee under this Lease shall be additional rent ("Additional Rent’). Basic Rent and
Additional Rent are collectively referred to herein as "Rent."
Section 7.2 Impositions. Without limiting the foregoing, Additional Rent shall
include, and Lessee agrees to bear, discharge and pay to the relevant authority or entity, in lawful
money of the United States, without offset or deduction, as the same become due, before
delinquency, all taxes, assessments, rates, charges, license fees, municipal liens, levies, excises
or imposts, whether general or special, or ordinary or extraordinary, of every name, nature and
kind whatsoever, including all governmental charges of whatsoever name, nature or kind that
may be levied, assessed, charged or imposed or may be or become a lien or charge upon the
Premises or any part thereof; or upon the rent or income of Lessee; or upon the use or occupancy
of the Premises; or this transaction or any document creating or transferring an estate or interest
in the Premises; upon any of the buildings .or improvements that are or are hereafter placed, built
or newly constructed upon the Premises; or upon the leasehold of Lessee or upon the estate
hereby created; or upon Lessor by reason of its ownership of the fee underlying this Lease,
commencing as of the Commencement Date and continuing throughout the Term. Lessee’s
obligations described above include, but are not limited to, the payment of any bonds or charges
imposed or required by any governmental agency or department by reason of the proposed or
actual discharge, cleanup or disposal, or oversight thereof, of Hazardous Substances by Lessee,
or any subtenant, tenant or licensee claiming through Lessee; provided, however, that this
provision shall not, and shall not be deemed to, permit Lessee to use, treat, store or dispose of
any such substances on the Premises. If at any time during the Term, under any Applicable
Laws, any tax is levied or assessed against Lessor directly, in substitution in whole or in part for
real property taxes, Lessee covenants and agrees to pay and discharge such tax. All of the
foregoing taxes, assessments and other charges are herein referred to as "Itnpositions".
Section 7.3 Receipts. Lessee shall obtain and deliver to Lessor, promptly upon
payment thereof, receipts or duplicate receipts for all Impositions required to be paid by Lessee.
Section 7.4 Right to Contest. Lessee shall have the right to contest, by
appropriate proceedings, the amount or validity, in whole or in part, of any Imposition, provided
that unless Lessee posts adequate security (in Lessor’s reasonable determination), Lessee shall
not postpone or defer payment of such Imposition but shall pay such Imposition in accordance
with Section 7.2 notwithstanding such contest. Lessor shall have no obligation to join in any
such proceedings, except to the extent Lessor’s consent is required to enable Lessee to have
standing to pursue such contest. Lessee shall indemnify and defend Lessor against and save
Lessor harmless from and against any and all claims, demands, losses, costs, liabilities, damages,
penalties and expenses, including, without limitation, reasonable attorneys’ fees and expenses,
arising from or in connection with any such proceedings.
Section 7.5 Proration. Any Imposition relating to a fiscal period of any taxing
authority, only a part of which period is included within the Term, shall be prorated as between
Lessor and Lessee so that Lessor shall pay the portion thereof attributable to any period outside
the Term, and Lessee shall pay the portion thereof attributable to any period within the Term.
Lessee, however~ shall pay all personal property taxes, without proration, that relate to a fiscal
year in which the Term hereof shall commence or terminate.
ARTICLE 8. NET LEASE; NO COUNTERCLAIM OR ABATEMENT
Section 8.1 Net Lease. The Basic Rent and Additional Rent due hereunder shall be
absolutely net to Lessor and shall be paid without assertion of any counterclaim, setoff,
deduction or defense and without abatement, suspension, deferment or reduction. Lessor shall
not be expected or required under any circumstances or conditions whatsoever, whether now
existing or hereafter arising, and whether now known or unknown to the parties, to make any
payment of any kind whatsoever with respect to the Premises or be under any obligation or
liability hereunder except as expressly set forth in this Lease.
Section 8.2 No Release. Except as otherwise expressly provided herein, this Lease
shall continue in full force and effect, and the obligations of Lessee hereunder shall not be
released, discharged or otherwise affected, by reason of: (a) any damage to or destruction of the
Premises or any portion thereof or any Improvements thereon, or any taking thereof in eminent
domain; (b) any restriction or prevention of or interference with any use of the Premises or the
Improvements or any part thereof; (c) any bankruptcy, insolvency, reorganization, composition,
adjustment, dissolution, liquidation or other proceeding relating to Lessor, Lessee or any
constituent partner of Lessee or any sublessee, licensee or concessionaire or any action taken
with respect to this Lease by an trustee or receiver, or by any court, in any proceeding; (d) any
claim that Lessee or any other person has or might have against Lessor; (e) any failure on the
part of Lessor to perform or comply with any of the terms hereof or of any other agreement with
Lessee or any other person; (f) any failure on the part of any sublessee, licensee, concessionaire,
or other person to perform or comply with any of the terms of any sublease or other agreement
between Lessee and any such person; (g) any termination of any sublease, license or concession,
whether voluntary or by operation of law; or (h) any other occurrence whatsoever, whether
similar or dissimilar to the foregoing, in each case whether or not Lessee shall have notice or
knowledge of any of the foregoing.
Section 8.3 Independent Covenants. Lessee’s obligations hereunder shall be
separate and independent covenants and agreements. Each agreement of Lessee shall be both a
covenant and a condition. Lessee hereby waives, to the full extent permitted by applicable law,
all fights now or hereafter conferred by statute, including without limitation the provisions of
Civil Code Sections 1932 and 1933, to quit, terminate or surrender this Lease or the Premises or
any part thereof, or to any abatement, suspension, deferment, diminution or reduction of any rent
hereunder.
ARTICLE 9. USE AND OPERATION OF PREMISES
Section 9.1 Use Restriction. Subject to all provisions and limitations contained
herein, the Premises shall at all times be used and operated for the purposes stated in the Basic
Lease Information and for no other purpose. The parties hereby acknowledge and agree that
Lessee’s covenant that the Premises shall be used solely for the purposes stated in the Basic
Lease Information and for no other purpose is material consideration for Lessor’s agreement to
enter into this Lease. The parties further acknowledge and agree that any violation of said
covenant shall constitute a material breach of this Lease and entitle Lessor to exercise any and all
of its fights and remedies under this Lease or otherwise at law or in equity.
Section 9.2 Prohibited Uses. Without limitation of the foregoing, or any other
provision of this Lease, the Premises shall not be used under any circumstances for any purpose
that in any way (a) causes, creates, or results in a nuisance or waste; (b) involves substantial
hazard, such as the manufacture or use of explosives, chemicals or products that may explode, or
that otherwise may harm the health or welfare of persons or the physical environment; or (c)
involves any discharge of Hazardous Substances on the Premises, including but not limited to the
disposing or discharging of such substances into or under the Premises.
Section 9.3 Impacts on Lessor’s Other Property. Lessee shall maintain the exterior
of the Premises and manage its operations within the Community Center so as to avoid any
material negative impact from its appearance or operations on the other tenants and properties
located in the Stanford Research Park.
Section 9.4 Use of the Premises During Repairs And Alterations. Lessee
covenants that Lessee will continuously and without interruption operate the entire Premises for
the uses permitted under Section 9.1, except during any period of construction, restoration,
repair, replacement, rebuilding or remodeling undertaken by Lessee pursuant to Articles 11 or 21
of this Lease and during any period of Appropriation, in which case this covenant shall not apply
to the portion of the Premises actually affected thereby and for such time as is reasonably
required by such restoration, repairs, replacement or rebuilding or condemnation or Alterations,
or where otherwise prevented by causes beyond Lessee’s control (other than any financial
difficulties of Lessee).
ARTICLE 10. LIMITATION ON EFFECT OF APPROVALS
All rights of Lessor to review, comment upon, approve, inspect or take any other action
with respect to the Premises, the Improvements, or the design or construction thereof, or any-
other matter, are specifically for the benefit of Lessor and no other party. Lessor neither has nor
assumes any liability, responsibility or obligation for, in connection with, or with respect to, the
design, construction, maintenance or operation of the Premises or any Improvements, or the
removal and/or remediation of any Hazardous Substances on, in or from the Premises, and no
review, comment, approval or inspection, right or exercise of any right to perform Lessee’s
obligations, or similar actions required or permitted by, of, or to Lessor hereunder, or actions or
omissions of Lessor’s employees, agents and trustees, or other circumstances shall give or be
deemed to give Lessor any such liability, responsibility or obligation; nor shall any such
approval, actions, information or circumstances relieve or be deemed to relieve Lessee of the
obligation and responsibility for the design, construction, maintenance and operation of the
Premises and Improvements and the removal and/or remediation of Hazardous Substances
required under this Lease, if any.
ARTICLE 11. IMPROVEMENTS, CONSTRUCTION OF ALTERATIONS
Section 11.1 Improvements and Alterations. Lessee shall have the right to construct
Improvements on the Premises and to subsequently make Alterations to the Improvements,
subject to Lessor’s prior written approval, which approval shall not be unreasonably withheld,
conditioned or delayed. All Improvements and Alterations shall be at Lessee’s expense, and
shall be subject to the terms of this Article 11.
Section 11.2 Permits and Approvals. Lessee shall be solely responsible for obtaining,
at its expense, the approval of any governmental agencies with jurisdiction over the Premises for
any general plan amendment, rezoning, variance, conditional use permit, building, electrical and
plumbing permits, environmental impact analysis and mitigations imposed thereby, or other
governmental action necessary to permit the development, construction and operation of any
Improvements and Alterations in accordance with this Lease. Notwithstanding the foregoing,
Lessee shall apply for and prosecute any required governmental review processes for a general
plan amendment, rezoning, variance or use permit only through and in the name of Lessor, and
Lessee shall not submit any environmental impact report or other consultant’s report containing
information regarding Lessor, Lessor’s lands or Lessor’s tenants to any public agency without
Lessor’s prior written approval, which approval shall not be unreasonably withheld, delayed or
conditioned. Lessor, at no third party cost or expense to itself, shall cooperate with Lessee to the
extent reasonably required to obtain approval for (a) any proposed variance, use permit, zoning
change and/or development agreement in connection with the proposed uses hereunder, and (b)
any proposed Improvements and Alterations approved by Lessor hereunder. Lessee shall
reimburse Lessor for any out-of-pocket expenses reasonably incurred by Lessor in connection
with such cooperation, which reimbursement shall be due and payable by Lessee to Lessor upon
demand. Nothing contained herein, however, shall permit or be deemed to permit Lessee to use
the Premises for any purpose not expressly permitted under Section 9.1.
Section 11.3 Design.
(a) The exterior design of all Improvements and Alterations, including without
limitation, the site plan, landscaping plan and materials, colors, and elevations, shall be subject to
the approval of Lessor, which approval shall not be nnreasonably withheld, conditioned or
delayed. In addition, structural plans for any Improvements and Alterations shall be subject to
Lessor’s approval, which approval shall not be unreasonably withheld, conditioned or delayed.
(b) Lessee shall submit to Lessor, for Lessor’s review, the number required by Lessor
(but not more than four) of duplicate sets of exterior design drawings for the proposed
Improvements and Alterations, whether or not they are required to commence the application for
governmental design approval. The design drawings shall be subject to Lessor’s approval in
accordance with Section 11.3(a) above. Lessee shall not apply for any governmental approvals
until after obtaining Lessor’s written approval of the design drawings.
(c) Lessee acknowledges that prior to approving the exterior design drawings for the
proposed Improvements and Alterations, Lessor may be obligated to meet and consult with
certain committees and other persons within Lessor’s organization. Lessee shall provide Lessor
with such information and materials as Lessor may request, attend committee and other meetings
with Lessor and other persons associated with Lessor, and take such other actions as Lessor
deems necessary to satisfy the requirements of such committees and other persons within
Lessor’s organization, and to otherwise respond to Lessee’s request for approval of the design
drawings for the proposed Improvements and Alterations.
(d) Prior to finalizing any construction documents that differ from any exterior design
or other construction documents previously approved by Lessor, Lessee shall submit to Lessor
for Lessor’s written approval in accordance with Section 11.3(a) above, the number of duplicate
sets of such documents required by Lessor (but not more than four), upon which any changes
shall be indicated.
(e) If Lessor expresses its disapproval of any item pursuant to this Article 11, Lessee
shall make whatever changes are reasonably necessary to address the disapproved item and shall
resubmit it for Lessor’s approval. Lessee shall not proceed with the disapproved item, or any
item affected by the disapproved item, until Lessor has approved Lessee’s changes. If Lessor
and Lessee are unable to agree upon a resolution, Lessor and Lessee shall meet to attempt to
resolve the dispute; provided, however, that Lessor’s final determination shall prevail so long as
Lessor is in compliance with its obligations under Section 11.3 (a) above.
(f) Lessor acknowledges that if Lessee undertakes construction of Improvements and
Alterations, such construction will be regulated by laws governing public works of improvement,
and as such the provisions of this subsection (f) may not apply. In the event such construction is
14
undertaken by a successor lessee, assignee or subtenant which is not a public agency, the
following shall apply: Prior to entering into a contract with any design architect, landscape
architect or general contractor for any Improvement and Alteration, Lessee shall obtain Lessor’s
written approval, .which approval shall not be unreasonably withheld, conditioned or delayed, of
the identity of each such design architect, landscape architect or general contractor. Each such
contract shall contain provisions acceptable to Lessor that permit such contracts to be assumed
by Lessor or its designee, at Lessor’s sole discretion, following a termination of this Lease. Any
such assumption shall be on the same terms and conditions (including fees and prices) as set
forth in such contracts. Lessor hereby approves the Steinberg Group Architects as architects for
the Project.
Section 11.4 Prerequisites to Commencement of Construction. In addition to all
other requirements set forth herein, before commencing the construction of any Improvements
and Alterations and before any building materials have been delivered to the Premises by Lessee
or under Lessee’s authority, Lessee shall:
(a) Upon Lessor’s request, furnish Lessor with a tree copy of Lessee’s contract with
the general contractor.
(b) Upon Lessor’s request, deliver to Lessor true copies of all documents to evidence
the commitment of construction financing for any new construction or evidence reasonably
satisfactory to Lessor regarding other arrangements to provide for payment for work undertaken
by Lessee. Such evidence shall be in a form and substance satisfactory to Lessor.
(c) Procure or cause to be procured the insurance coverage described below in the
limits hereinafter provided and provide Lessor with certified copies of all such insurance or, with
the written approval of Lessor, certificates of such insurance in form reasonably satisfactory to
Lessor. All such insurance shall comply with the requirements of Articles 11 and 19.
(i) During the course of construction, to the extent not covered by property
insurance maintained by Lessee pursuant to Article 19, comprehensive "all risk" builder’s risk
insurance, including vandalism and malicious mischief, covering all Improvements in place on
the Premises, all materials and equipment stored at the Premises and furnished under contract,
and all materials and equipment that are in the process of fabrication at the premises of any third
party or that have been placed in due course of transit to the Premises when such fabrication or
transit is at the risk of, or when title to or an insurable interest in such materials or equipment has
passed to, Lessee or its construction manager, contractors or subcontractors (excluding any
contractors’, subcontractors’ and construction managers’ tools and equipment, and property
owned by the employees of the construction manager, any contractor or any subcontractor), such
insurance to be written on a completed value basis in an amount not less than the full estimated
replacement value of the Improvements and Alterations, as applicable.
(ii) Comprehensive liability insurance covering Lessee, Lessor and each
construction manager, contractor and subcontractor engaged in any work on the Premises, which
insurance may be effected by endorsement, if obtainable, on the policy required to be carried
pursuant to Article 19, including insurance for completed operations, elevators, owner’s,
construction manager’s and contractor’s protective liability, products completed operations for 3
years after the date of acceptance of the work by Lessee, broad form blanket contractual liability,
broad form property damage and full form personal injury (including but not limited to bodily
injury), covering the performance of all work at or from the Premises by Lessee, its construction
manager, contractors and subcontractors, and in a liability amount not less than the amount at the
time carried by prudent owners of comparable construction projects in the Santa Clara valley, but
in any event not less than $5,000,000 combined single limit, which policy shall contain a cross-
liability clause or separation of insureds provision, and an endorsement deleting the property
damage exclusion as to explosion, underground, and collapse hazards, and an endorsement
providing incidental malpractice coverage, and shall include thereunder for the mutual benefit of
Lessor and Lessee, bodily injury liability and property damage liability automobile insurance on
any non-owned, hired or leased automotive equipment used in the construction of any work.
(iii) Worker’s Compensation Insurance in the amounts and coverages required
under workers’ compensation, disability and similar employee benefit laws applicable to the
Premises, and Employer’s Liability Insurance with limits not less than $1,000,000 or such higher
amounts as may be required by law.
Section 11.5 General Construction Requirements.
(a) All construction and other work in connection with any Improvement and
Alteration shall be done at Lessee’s expense and in a prudent and first class manner and with
first class materials. Lessee shall construct all Improvements and Alterations in accordance with
(i) all Applicable Laws, (ii) plans and specifications that are in accordance with the provisions of
this Article 11 and all other applicable provisions of this Lease, and (iii) to the extent not
inconsistent with the terms of this Lease, the requirements of the then-current Stanford Research
Park Handbook promulgated from time-to-time by Lessor, a current copy of which is attached as
Exhibit D.
(b) Lessee shall give Lessor not less than 60 days notice of any construction or
excavation contemplated on any portion of the Premises. Lessee shall pay Lessor’s costs and
expenses for an on-site Lessor-designated archaeological consultant (which consultant may be an
independent contractor or an employee of Lessor) during any such construction or excavation.
When such consultant deems it necessary to investigate the possible presence of, or to protect,
archaeological artifacts, such consultant shall have the authority to temporarily halt the
construction or excavation work in the area subject to such investigation. Lessee shall comply,
at its own expense, with the consultant’s requests and state law regarding the protection, removal
or reburial of human remains and archaeological artifacts. Any archaeological artifacts
discovered on the Premises shall belong to Lessor. Lessor and its archeological consultant shall
not be liable for any damages or other liability that may result from cessation of excavation or
construction, or other compliance with the provisions of this Section 11.5. Any delays in
construction which cumulatively exceed 30 days as a result of a stoppage in the Project due to
Lessor’s archeological consultant’s investigation shall extend the applicable construction period
provided in Article 5 for the number of days of such investigation beyond ~he initial 30-day
period.
(c) Lessee shall construct all Improvements and Alterations within setbacks required
by Applicable Laws or by Lessor; provided that Lessee shall be allowed to provide parking as a
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permitted use in the setback area if needed for the Improvements and the Project, subject to
mutually agreeable landscaping to shield such parking from view.
(d) Prior to the commencement of any construction or work of improvement on the
Premises that could result in a mechanics’ or materialmens’ lien being imposed on the Premises,
Lessor shall have the right to post in a conspicuous location on the Premises, as well as to record
with the County of Santa Clara, a Notice of Lessor’s Nonresponsibility pursuant to the California
Civil Code. Lessee agrees to give Lessor at least 10 days prior written notice of the
commencement of any construction or work of improvement.
(e) The provisions of Section 11.3 shall apply to any change in the design elements of
the Improvements and Alterations that are subject to Lessor’s approval and that have been
approved by Lessor, and to any material deviations in the actual construction of the
Improvements or Alterations from such approved design elements. During the course of
construction of the Improvements or Alterations, Lessor shall have 5 business days to respond to
any request for approval of any change order requiring Lessor’s approval hereunder. If Lessor
does not respond to the request within that time, the request shall be deemed approved 5 business
days after Lessor receives notice from Lessee that Lessor has failed to respond within the
aforesaid 5 business day period. Lessor’s review, comments, recommendations or approvals of
the plans and specifications of any other design documents, or of any subsequent alterations or
modifications, are not, and shall not be deemed to be, a statement of compliance with the terms
of this Lease other than the specific requirement that Lessee procure such review or approval.
(f)Lessee shall take all necessary safety precautions during any construction.
(g) Lessee shall be responsible at its sole cost and expense for determining the
location of any underground pipes, wells, monitoring equipment and other facilities connected
with the environmental remediation disclosed by the Access Agreements and by the Orders
described in Section 18.1, and shall not damage or disturb any such facilities during the course of
construction. Lessor shall allow Lessee access to any documents in Lessor’s possession (other
than those which are privileged or subject to confidentiality agreements) relating to the existence
and location of such facilities (without warranty that such documents are complete or accurate),
and shall use commercially reasonable efforts to assist Lessor in gaining information and
cooperation from the Responsible Parties with respect to the existence and location of such
facilities.
(h) Lessee shall prepare and maintain (i) on a current basis during construction,
annotated plans and specifications showing clearly all changes, revisions and substitutions during
construction, and (ii) upon completion of construction, as-built drawings showing clearly all
changes, revisions and substitutions during construction, including, without limitation, field
changes and the final location of all mechanical equipment, utility lines, ducts, outlets, structural
members, walls, partitions and other significant features of any Improvement or Alteration.
These as-built drawings and annotated plans and specifications shall be kept at the Premises and
Lessee shall update them as often as necessary to keep them current. The as-built drawings and
annotated plans and specifications shall be made available for copying and inspection by Lessor
at all reasonable times, subject to Lessor paying all copying costs.
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Section 11.6 Construction Completion Procedures.
Promptly upon completion of the construction of any Improvements or Alterations during
the Term, Lessee shall file for recordation, or cause to be filed for recordation, a notice of
completion, and Shall deliver to Lessor evidence satisfactory to Lessor of payment of all costs,
expenses, liabilities and liens arising out of or in any way connected with such construction
(except for liens that are contested in the manner provided herein).
Section 11.7 On Site Inspection. Lessor shall be entitled, at Lessor’s sole cost and
expense, to have on site, at all times during the construction of Improvements and Alterations, an
inspector or representative who shall be entitled to observe all aspects of the construction. No
inspection performed or not performed by Lessor hereunder shall give, or be deemed to give,
Lessor any responsibility or liability for, or approval or acceptance of, any aspect of the design or
construction of the Improvements or Alterations, or constitute or be deemed to constitute a
waiver of any of Lessee’s obligations hereunder.
ARTICLE 12. OWNERSHIP OF IMPROVEMENTS AND ALTERATIONS
All Improvements and Alterations shall be the property of Lessee or a Permitted
Sublessee during, and only during, the Term and no longer. During the Term, no Improvements
or Alterations shall be conveyed, transferred or assigned, except as permitted under Article 22,
and at all such times the holder of the leasehold interest of Lessee under this Lease shall be the
owner of such Improvements and Alterations. Any attempted conveyance, transfer or
assignment of the Improvements and Alterations, whether voluntarily or by operation of law or
otherwise, to any person, corporation or other entity shall be void and of no effect whatever,
except as permitted under Article 22. Notwithstanding the foregoing, Lessee may from time to
time replace items of personal property and fixtures. Upon any termination of this Lease,
whether by reason of the expiration of the Term hereof, or pursuant to any provision hereof, or
by reason of any other cause whatsoever, all of Lessee’s right, title and interest in the
Improvements and Alterations (other than personal property and fixtures) shall cease and
terminate and title to such Improvements and Alterations shall immediately vest in Lessor.
Lessee shall surrender the Improvements and Alterations to Lessor as provided in Article 27. No
further deed or other instrument shall be necessary to confirm the vesting in Lessor of title to the
Improvements and Alterations. However, upon any termination of this Lease, Lessee, upon
request of Lessor, shall execute, acknowledge and deliver to Lessor a quitclaim deed and
quitclaim bill of sale confirming that all of Lessee’s rights, title and interest in the Improvements
and Alterations has expired and that title thereto has vested in Lessor.
ARTICLE 13. MAINTENANCE AND REPAIRS; NO WASTE
Section 13.1 Maintenance and Repairs. During the Term, Lessee shall, at its own
cost and expense and without any cost or expense to Lessor, keep and maintain the Premises and
all Improvements and appurtenant facilities, including without limitation the grounds, soils,
groundwater, sidewalks, parking and landscaped areas, and all furniture, fixtures and equipment,
in good condition and repair and shall allow no nuisances to exist or be maintained thereon.
Lessee shall promptly make all repairs, replacements and alterations (whether structural or
nonstructural, or ordinary or extraordinary) necessary to maintain the Premises and the
Improvements thereon in good condition and in compliance with all Applicable Laws and to
avoid any structural damage or injury to the Premises or the Improvements.
Section 13.2 No Obligation Of Lessor To Repair. Lessor shall not be obligated to
make to the Premises or the Improvements any repairs, replacements or renewals of any kind,
nature or description whatsoever, and Lessee hereby expressly waives any right to terminate this
Lease and any right to make repairs at Lessor’s expense under Sections 1932(1), 1941 and 1942
of the California Civil Code, or any amendments thereof, or any similar law, statute or ordinance
now or hereafter in effect.
Section 13.3 No Waste. Lessee shall not commit or permit waste upon the Premises.
No dirt, earth, rocks, gravel or the like shall be removed from the Premises except as required in
connection with the construction of Improvements and Alterations, or otherwise in accordance
with the provisions of this Lease and Applicable Laws, and at Lessee’s expense.
ARTICLE 14. UTILITIES AND SERVICES
Lessee shall be solely responsible for, shall make all arrangements for, and shall pay for
all utilities and services furnished to or used at the Premises, including without limitation, gas,
electricity, other power, water, telephone, cable and other communication services, security
services, sewage, sewage service fees, trash collection, and any taxes or impositions thereon. All
service lines of such utilities shall be installed beneath the surface of the Premises and connected
and maintained at no cost or expense to Lessor.
ARTICLE 15. MECHANICS’ AND OTHER LIENS
Section 15.1 No Liens. Lessee agrees to keep the Premises and Improvements thereon
free and clear of and from any and all mechanics’, material supplier’s and other liens for (i) work
or labor done, services performed, materials, appliances, or power contributed, used or furnished,
or to be used, in or about the Premises for or in connection with any operations of Lessee; (ii) for
any Improvements and Alterations; or (iii) for any work or construction by, for or permitted by
Lessee on or about the Premises or Improvements (collectively, "Liens"). Lessee, at all times,
shall promptly and fully pay and discharge any and all claims upon which any such Lien may or
could be based, and keep the Premises and Improvements free and clear of, and save and hold
Lessor harmless from, any and all such Liens and claims of Liens, damages, liabilities, costs
(including, without limitation, attorneys’ fees and costs), suits or other proceedings pertaining
thereto. The foregoing shall not prevent Lessee from exercising its rights under Article 16.
Section 15.2 No Effect on Lessor’s Interests. No mortgages, deeds of trust, or Liens
of any character whatsoever created or suffered by Lessee shall in any way, or to any extent,
affect the interest, right or title of Lessor in and to the Premises or the Improvements.
Section 15.3 Lessor’s Right to Cause Release of Liens. If Lessee does not cause any
Lien that Lessee does not contest in accordance with Article 16 to be released of record by
payment or posting of a proper bond within 10 days following the imposition of such Lien,
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Lessor shall have the right, but not the obligation, to cause the Lien to be released by any means
Lessor may deem appropriate, and the amount paid by Lessor, together with all expenses Lessor
incurs in connection therewith (including, without limitation, reasonable attorneys’ fees and
expenses), plus interest at the Interest Rate from the date of payment by Lessor, shall be
Additional Rent, immediately due and payable by Lessee to Lessor upon demand. The foregoing
shall not prevent Lessee from exercising its rights under Article 16.
ARTICLE 16. RIGHT TO CONTEST LIENS
Lessee shall have the tight to contest, in good faith, the amount or validity of any Lien.
However, before doing so, Lessee shall give Lessor written notice of Lessee’s intention to do so
within 10 days after the recording of such Lien. If Lessee contests any Lien, Lessee shall, at its
expense, defend itself and Lessor against the Lien and shall pay and satisfy any adverse
judgment that may be rendered concerning the Lien before that judgment is enforced against the
Premises. In addition, at the request of Lessor, Lessee shall procure and record the bond
provided for in Section 3143 of the California Civil Code, or in any comparable statute hereafter
enacted providing for a bond freeing the Premises from the effect of such Lien or claim or action
thereof. Lessee shall pay all reasonable attorneys’ fees, consultants’ fees, travel expenses, and
other costs incurred by Lessor in connection with any such contest.
ARTICLE 17. COMPLIANCE WITH LAWS; INSURANCE REQUIREMENTS
Section 17.1 Compliance with Applicable Laws. Lessee, at Lessee’s expense, shall
comply with all Applicable Laws. Any work or installations made or performed by or on behalf
of Lessee or any person or entity claiming through or under Lessee in order to conform the
Premises to Applicable Laws shall be subject to and performed in compliance with the
provisions of Article 11. Lessee shall give Lessor immediate written notice of any violation of
Applicable Laws known to Lessee and, at its expense, Lessee shall immediately rectify any such
violation. Without in any way limiting the generality of the foregoing obligation of Lessee,
Lessee shall be solely responsible for compliance with, and shall make or cause to be made any
improvements and alterations to the Premises (including, without limitation, removing barriers
and providing alternative services) as shall be required by the Ameticans with Disabilities Act
(42 USC section 12101 et seq.), as the same may be amended from time to time, and any similar
or successor laws, and with any rules or regulations promulgated thereunder. Lessee’s liability
to so comply shall be ptimary, and Lessee shall indemnify Lessor in accordance with Article 20
for Lessee’s failure, or alleged failure, to comply, or to cause the Premises to comply, with said
laws and rules and regulations.
Section 17.2 Compliance with Insurance Requirements. Lessee shall not do
anything, or permit anything to be done, in or about the Premises that would: (a) invalidate or be
in conflict with the provisions of any fire or other insurance policies coveting the Premises or
any property located therein, or (b) result in a refusal by insurance companies of good standing
to insure the Premises or any such property in amounts required hereunder. Lessee, at Lessee’s
expense, shall comply with all rules, orders, regulations or requirements of the American
Insurance Association (formerly the National Board of Fire Underwriters) and with any similar
body that shall hereafter perform the function of such Association.
2O
ARTICLE 18. ENVIRONMENTAL ISSUES
Section 18.1 Pre-Existing Environmental Condition. Lessee represents and
acknowledges that it is aware of the Pre-Existing Environmental Condition and that there is an
ongoing remediation of the Premises. (See, for example, (the
"Orders")) Lessee further represents and acknowledges that it has sought expert advice from its
own attorneys and technical consultants and has made such investigations, independent inquiries
and evaluations as it deems appropriate to ascertain the effects, if any, of the Pre-Existing
Environmental Condition on future redevelopment of the Premises and on persons using the
Premises. Lessor makes no representation or warranty with regard to the Pre-Existing
Environmental Condition or with regard to any aspect of the environmental condition of the
Premises. Lessee, on behalf of itself and its successors and assigns, hereby unconditionally
releases and discharges Lessor from any and all Environmental Claims which Lessee may have,
claim to have, or which may hereafter accrue against Lessor, arising out of or relating to or in
any way connected with the Pre-Existing Environmental Condition, except to the extent of
Lessor’s indemnity as set forth in Section 18. i2.
In connection with the above release, Lessee hereby waives any and all rights conferred
upon it by the provisions of Section 1542 of the California Civil Code, which reads as follows:
A general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if known
by him must have materially affected his settlement with the debtor.
The foregoing provisions of this Section 18.1 shall not be construed to release any third party
from liability arising out of the environmental condition of the Premises.
Section 18.2 Site Redevelopment/Relocation of Equipment. Lessee acknowledges
the any redevelopment of the Premises, including the construction of the Improvements and the
operation of the Community Center, may be impacted by the Pre-Existing Environmental
Condition. Lessee and its subtenants, contractors and agents shall be solely responsible for any
Added Costs associated with redevelopment of the Premises due to the Pre-Existing
Environmental Condition. Lessee and its subtenants, contractors and agents shall also be solely
responsible for the relocation of any pipes, wells and remediation equipment on the Premises,
unless such relocation is undertaken by the Responsible Parties.
Section 18.3 No Exacerbation of Pre-Existing Environmental Condition. Lessee and
its subtenants, contractors and agents shall not take any affirmative actions which cause
Exacerbation of the Pre-Existing Environmental Condition, and Lessee shall be liable for and
indemnify Lessor pursuant to Section 18.6 for any costs and expenses associated with such
Exacerbation. In its construction of the Improvements, Lessee and its subtenants, contractors
and agents shall perform any work in a diligent fashion using qualified contractors acting, as
appropriate, under the supervision of experienced and qualified environmental consultants or
engineers, with adequate insurance, and in accordance with all Environmental Requirements.
Section 18.4 Cooperation. Lessor agrees to use commercially reasonable efforts to
enforce its rights against the Responsible Parties, including those under the Access Agreements,
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for the benefit of Lessee and to obtain the cooperation of the Responsible Parties in connection
with Lessee’s development of the Project; provided that Lessor shall not be obligated to incur
any third party expense in connection with such efforts or institute legal proceedings against the
Responsible Parties.
Section 18.5 Future Use of Hazardous Substances. Except as disclosed in Section
18.1 above, no Hazardous Substance shall be used, treated, kept, stored, transported, handled,
sold, released, discharged or disposed of from, at, on, under, from or into the Premises.
Notwithstanding the foregoing, Lessee and its subtenants and agents may use small quantities of
cleaning and office products which are necessary to the operation of the Community Center on
the Premises, and then only in compliance with all Applicable Laws.
Section 18.6 Lessee’s Indemnity for Environmental Claims. Lessee shall indemnify,
protect, defend, reimburse, and save and hold harmless Lessor and the Premises, from and
against any and all Environmental Claims to the extent caused by Lessee Environmental
Activity. Lessee’s obligations hereunder shall include, but not be limited to, the burden and
expense of defending all claims, suits and administrative proceedings, even if such claims, suits
or proceedings are groundless, false or fraudulent; conducting all negotiations of any description;
and promptly paying and discharging when due any and all judgments, penalties, fines or other
sums due against or from Lessor or the Premises. Prior to retaining counsel to defend such
claims, suits or proceedings, Lessee shall obtain Lessor’s written approval of the identity of such
counsel, which approval shall not be unreasonably withheld, conditioned or delayed.
Section 18.7 Obligation to Remediate. Notwithstanding the obligation of Lessee to
indemnify Lessor pursuant to this Lease, Lessee shall, upon demand of Lessor, and at Lessee’s
expense, promptly take all actions to remediate the Premises from the effects of any Lessee
Environmental Activity. Such actions shall include, but not be limited to, the investigation of the
environmental condition of the Premises, the preparation of any feasibility studies, reports or
remedial plans, and the performance of any cleanup, remediation, containment, operation,
maintenance, monitoring or restoration work, whether on or off of the Premises. Lessee shall
take all actions necessary to restore the Premises to a condition allowing unrestricted use of the
Premises, notwithstanding any lesser standard of remediation allowable under Applicable Laws.
All such work shall be performed by contractors selected by Lessee and approved in advance and
in writing by Lessor. Lessee shall proceed continuously and diligently with such investigatory
and remedial actions, provided that in all cases such actions shall be in accordance with all
Applicable Laws. Any such actions shall be performed in a good, safe and workmanlike manner,
and shall have minimum impact on the business conducted at the Premises. Lessee shall pay all
costs in connection with such investigatory and remedial activities, including but not limited to
all power and utility costs, and any and all taxes or fees that may be applicable to such activities.
Lessee shall promptly provide to Lessor copies of testing results and reports that are generated in
connection with the above activities and any that are submitted to any governmental entity.
Promptly upon completion of such investigation and remediation, Lessee shall permanently seal
or cap all monitoring wells and test holes to industrial standards in compliance with Applicable
Laws, remove all associated equipment, and restore the Premises to the maximum extent
possible, which shall include, without limitation, the repair of any surface damage, including
paving, caused by such investigation or remediation..
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Section 18.8 Obligation to Notify Lessor. If Lessee shall become aware of or receive
notice or other communication concerning any actual, alleged, suspected or threatened violation
of Environmental Requirements, or liability for Environmental Damages in connection with the
Premises or past or present activities of any person thereon, including but not limited to, notice
or other communication concerning any actual or threatened investigation, inquiry, lawsuit,
claims, citation, directive, summons, proceeding, complaint, notice, order, writ, or injunction,
relating to same, then Lessee shall deliver to Lessor, within ten (10) days of the receipt of such
notice or communication by Lessee, a written description of said violation, liability, correcting
information, or actual or threatened event or condition, together with copies of any documents
evidencing same. Receipt of such notice shall not be deemed to create any obligation on the pan
of Lessor to defend or otherwise respond to any such notification.
Section 18.9 Periodic Audits. Lessee shall establish and maintain, at its expense, a
system to assure and monitor continued compliance on the Premises with Environmental
Requirements related to Lessee Environmental Activity. Lessor may request no more than once
each year a detailed review of such compliance by any consultant or consultants as Lessor may
select (the "EnvironmentalAudit’). However, if the Environmental Audit indicates any
violation of any Environmental Requirements, then, within 9 months of the date of the
Environmental Audit, Lessor may request a detailed review of the status of such violation by any
consultant or consultants Lessor may select (the "SupplementalAudit’~. Lessee shall furnish
the Environmental Audit or Supplemental Audit to Lessor within 14 days after Lessor so
requests, together with any additional information as Lessor may reasonably request.
Section 18.10 Right to Inspect. Lessor shall have the right, but not the obligation, to
enter and conduct an inspection of the Premises, including invasive tests, at any time Lessor has
a reasonable basis for belief that Lessee is not complying with the terms of this Lease, including
but not limited to the compliance of the Premises and the activities thereon with Environmental
Requirements and the existence of Environmental Damages as a result of the condition of the
Premises or surrounding properties and activities thereon. Lessor shall deliver prior written
notice to Lessee of its intention to conduct such an inspection at least 10 days prior to such
inspection and Lessee shall have the opportunity during such 10-day period to provide evidence
reasonably acceptable to Lessor that such an inspection is not warranted. Lessor shall have the
right, but not the obligation, to retain at its expense any independent professional consultant to
enter the Premises to conduct such an inspection and to review any report prepared by or for
Lessee concerning such compliance. Lessee hereby grants to Lessor, and the agents, employees,
consultants and contractors of Lessor, the right to enter the Premises and to perform such tests on
the Premises as are reasonably necessary in the opinion of Lessor to conduct such review and
inspections. Lessor shall use reasonable efforts to minimize interference with the business of
Lessee and to restore the condition of the Premises, but so long as Lessor is not negligent in its
inspection activities, Lessor shall not be liable for any interference caused thereby or for failure
to restore if Lessor determines in its sole discretion that such restoration is not economically
practicable.
Section 18.11 Right to Remediate. Should Lessee fail to perform or observe any of its
obligations or agreements pertaining to Hazardous Substances or Environmental Requirements,
then Lessor shall have the right, but not the obligation, without limitation of any other rights of
Lessor hereunder, to enter the Premises personally or through its agents, consultants or
contractors and perform the same. Lessee agrees to indemnify Lessor for the costs thereof and
liabilities therefrom as set forth above in this Section 18.
Section 18.12 Lessor’s Exculpation and Indemnity. Lessor acknowledges that, absent
Exacerbation ofthe Pre-Existing Environmental Condition by Lessee, and except to the extent
Lessee incurs any Added Costs, Lessee shall not be liable for the investigation or remediation of
the Pre-Existing Environmental Condition. Except to the extent of Lessee’s obligations under
this Article 18 (which includes the obligations of Lessee identified in Sections 18.2, 18.3, 18.5,
18.6, 18.7, 18.8, 18.9, 18.10 and 18.11), Lessor agrees to indenmify, defend and hold Lessee, the
JCC, and Lessee’s other permitted successors and assigns harmless from and against any
government-ordered remediation costs arising out of the Pre-Existing Environmental Condition.
Lessor’s indemnification shall extend only to actual "out of pocket" remediation costs which are
not related to Lessee’s obligations under this Article 18, and shall not include personal injury
claims, consequential damages, incidental damages such as lost profits or any loss of value of the
Premises suffered or allegedly suffered by Lessee, or any other costs not specifically included in
this indemnity. Lessee acknowledges that this indemnity is intended only to protect Lessee
against remediation costs that might arise which are unrelated to the redevelopment of the
Premises and are not the result of Exacerbation of the Pre-Existing Environmental Condition or
to any Lessee Environmental Activity. Therefore, Lessee agrees that it shall be a rebuttable
presumption that any remediation costs arising during or as a result of development or
construction of the Improvements are excluded from the scope of this indemnity.
Section 18.13 General Provisions.
(a) The obligations of Lessee under this Article 18 shall not be affected by any
investigation by or on behalf of Lessor, or by any information which Lessor may have or obtain
with respect thereto.
(b) As used in this Article 18, the term "Lessor" shall include The Board of Trustees
of The Leland Stanford Junior University, and all of its affiliated organizations, and their
respective trustees, directors, officers, employees, faculty, students, agents, and insurance
carders.
(c)The provisions of this Article 18 shall survive any termination of this Lease.
(d) The provisions of Article 19 (Insurance) shall not limit in any way the obligations
of either party under this Article 18.
ARTICLE 19. INSURANCE
Section 19.1 Required Insurance. At all times during the Term and at its sole cost and
expense, Lessee shall obtain and keep in force for the benefit of Lessee and Lessor the following
insurance:
(a) Property Insurance. All risks, fire, earthquake (so long as it is available at
commercially reasonable rates and with a commercially reasonable amount of coverage and
deductible), flood and other perils, including extended coverage insurance on all Improvements
per the current ISO "special" cause of loss form or its substantial equivalent. The amount of
such insurance shall be the Full Insurable Replacement Value. Each such policy shall specify
that proceeds shall be payable whether or not any improvements are actually rebuilt. No such
policy shall contain any co-insurance provisions. Lessee hereby waives as against Lessor any
and all claims and demands, of whatever nature, for damages, loss or injury to the Improvements
and to the property of Lessee in, upon or about the Premises caused by or resulting from fire
and/or other insured perils.
"Full Insurable Replacement Value" means 100% of the actual costs to replace the
Improvements (without deduction for depreciation but with standard exclusions such as
foundations, excavations, paving and landscaping, as applicable to specific perils), including the
costs of demolition and debris removal and including materials and equipment not in place but in
transit to or delivered to the Premises. The Full Insurable Replacement Value initially shall be
determined at Lessee’s expense by an appraiser or one of the insurers, selected by Lessee and
acceptable to Lessor. Lessor or Lessee may at any time, but not more frequently than once in
any 12 month period, by written notice to the other, require the Full Insurable Replacement
Value to be redetermined, at Lessee’s expense, by an appraiser or one of the insurers, selected by
Lessee and reasonably acceptable to Lessor. Lessee shall maintain coverage at the current Full
Insurable Replacement Value throughout the Term.
(b) Rental and Business Interruption Insurance. In the event the Basic Rent has
been adjusted pursuant to Section 6.2, insurance against loss of rental from the Premises, under a
rental value insurance policy, or against loss from business interruption under a business
interruption policy, covering risk of loss due to causes insured against under subsection (a), in an
amount not less than 12 months of projected revenues from the Premises.
(c) Worker’s Compensation and Employer’s Liability Insurance. Worker’s
Compensation Insurance in the amounts and coverages required under worker’s compensation,
disability and similar employee benefit laws applicable to the Premises, with all elective
employment covered on a voluntary basis where permissible, and Employer’s Liability Insurance
with limits not less than $1,000,000 or such higher amounts as may be required by law.
(d) Comprehensive General Liability Insurance. Comprehensive general liability
through one or more primary and umbrella liability policies against claims, including but not
limited to, bodily injury and property damage occurring on the Premises or the streets, curbs or
sidewalks adjoining the Premises, with such limits as may be reasonably required by Lessor from
time to time, but in any event not less than $5,000,000, combined single limit and annual
aggregate for the Premises, which Lessee shall increase as necessary during the Term to maintain
adequate coverage over time that is comparable to the requirements in effect as of the execution
of this Lease. Such insurance shall apply to the performance by Lessee of the indemnity
agreements contained in this Lease. If any governmental agency or department requires
insurance or bonds with respect to any proposed or actual use, storage, treatment or disposal of
Hazardous Substances by Lessee or any sublessee, tenant, or licensee of Lessee, Lessee shall be
responsible for such insurance and bonds and shall pay all premiums and charges connected
therewith; provided, however, that this provision shall not and shall not be deemed to modify the
provisions of Article 19
25
Such insurance shall (i) delete any employee exclusion on personal injury coverage; (ii)
apply to Lessee’s employees; (iii) provide blanket contractual coverage, including liability
assumed by and the obligations of Lessee under Article 20 for personal injury, death and/or
property damage; (iv) provide Products and Completed Operations and Independent Contractors
coverage and Broad Form Property Damage liability coverage without exclusions for collapse,
explosion, demolition, underground coverage and excavating, including blasting; (v) provide
aircraft liability coverage, if applicable; (vi) provide liability coverage on all mobile equipment
used by Lessee; and (vii) include a cross liability endorsement (or provision) permitting recovery
with respect to claims of one insured against another. Such insurance shall insure against any and
all claims for bodily injury, including death resulting therefrom, and damage to or destruction of
property of any kind whatsoever and to whomever belonging and arising from Lessee’s
operations hereunder and whether such operations are performed by Lessee or any of its
contractors, subcontractors, or by any other person.
(e)
Laws.
Other. All other insurance that Lessee is required to maintain under Applicable
Section 19.2 Policy Form and General.
(a) All of the insurance policies required under this Lease, including without
limitation, under the provisions of Article 11 and this Article 19, and all renewals thereof shall be
issued by one or more companies of recognized responsibility, authorized to do business in
California with a financial rating of at least a Class A (or its equivalent successor) status, as rated
in the most recent edition throughout the Term of Best’s Insurance Reports (or its successor, or,
if there is no equivalent successor rating, otherwise reasonably acceptable to Lessor). The
proceeds of all property and builder’s risk policies of insurance provided for in this Article 19
shall be payable to Lessor for application in accordance with this Lease. Any loss adjustment or
disposition of insurance proceeds by the insurer shall require the written consent of Lessor for
losses in excess of $100,000. All property insurance hereunder shall name Lessor as loss payee
and all liability insurance shall name as additional insureds Lessor, and its directors, trustees,
officers, agents, and employees, and such other parties as Lessor reasonably may request and
Lessee’s insurers shall reasonably approve. Any deductibles or self insurance retention for any
of the foregoing insurance must be agreed to in advance in writing by Lessor, in its reasonable
discretion; all deductibles and self insurance retention shall be paid by Lessee. All insurance of
Lessee shall be primary coverage.
(b) Each policy of property insurance and all other policies of insurance on the
Improvements, Premises and/or on personalty in, upon or about the lands of The Leland Stanford
Junior University, which shall be obtained by Lessee, whether required by the provisions of this
Lease or not, shall be made expressly subject to the provisions of this Article 19 and shall
provide that Lessee’s insurers shall waive any right of subrogation against Lessor. All policies
provided for herein shall not be canceled, terminated or altered without 30 days’ prior written
notice to Lessor. Each policy, or a certificate of the policy evidencing that the required insurance
coverage is in full force and effect, shall be deposited with Lessor on or before the date of this
Lease, shall be maintained throughout the Term, and shall be renewed, not less than 30 days
before the expiration of the term of the policy. No policy shall contain any provisions for
exclusions from liability which conflict with any coverage required hereby. In addition, no
2~
policy shall contain any exclusion from liability for personal injury or sickness, disease or death
or which in any way impairs coverage under the contractual liability coverage described above.
(c) No approval by Lessor of any insurer, or the terms or conditions of any policy, or
any coverage oramount of insurance, or any deductible amount shall be construed as a
representation by Lessor of the solvency of the insurer or the sufficiency of any policy or any
coverage or amount of insurance or deductible, and Lessee assumes full risk and responsibility
for any inadequacy of insurance coverage or any failure of insurers.
ARTICLE 20. INDEMNITY AND RELEASE
Section 20.1 Indemnity. Lessee shall indemnify, protect, defend and save and hold
harmless Lessor and the Premises from and against, and reimburse Lessor for, any and all claims,
demands, losses, damages, costs, liabilities, causes of action and expenses, including, without
limitation, reasonable attorneys’ fees and expenses, incurred in any way in connection with or
arising from, in whole or in part, (a) any default by Lessee in the observance or performance of
any of the terms, covenants or conditions of this Lease to be observed or performed by Lessee;
(b) the use, occupancy or manner of use or occupancy of the Premises by Lessee or any
sublessee, licensee, or any other person or entity; (c) the conduct or management of any work or
thing done in or on the Premises; (d) the design, construction, maintenance, or condition of any
Improvements; (e) the condition of the Premises during the Term; (f) any actual or alleged acts,
omissions, or negligence of Lessee or of the sublessees, contractors, agents, servants, employees,
visitors or licensees of Lessee, in, on or about the Premises or on other of Lessor’s adjoining
lands; (g) any Lessee Environmental Activity during the Term; and (h) any accident or other
occurrence on the Premises from any cause whatsoever, except to the extent caused by the
negligence or willful misconduct of Lessor, or by Lessor’s breach of this Lease. In case any
claim, action or proceeding be brought, made or initiated against Lessor relating to any of the
above described events, acts, omissions, occurrences, or conditions, Lessee, upon notice from
Lessor, shall at its expense, resist or defend such claim, action or proceeding by attorneys
approved by Lessor. Notwithstanding the foregoing, Lessor may designate the attorneys who
will defend orassist in defending any claim, action or proceeding involving potential liability of
$5,000,000 or more, and Lessee shall pay the reasonable fees and disbursements of such
attorneys.
Section 20.2 Release. Lessor shall not be responsible for, and Lessee hereby waives
any and all claims and causes of action whatsoever of any kind or nature against Lessor for, any
injury, loss, damage or liability to any person or property in or about the Premises or in any way
connected with the Premises or this Lease, from any cause whatsoever (other than caused solely
by the gross negligence or willful misconduct of Lessor).
Section 20.3 Lessor Defined. As used in this Article 20, the term "Lessor" shall
include The Board of Trustees of The Leland Stanford Junior University, and all of its affiliated
organizations and their respective trustees, directors, officers, employees, faculty, students,
agents, and insurance carriers. The provisions of this Article 20 shall survive any termination of
this Lease. The provisions of Article 19 (Insurance) shall not limit in any way Lessee’s
obligations under this Article 20.
27
ARTICLE 21. APPROPRIATION, DAMAGE OR DESTRUCTION
Section 21.1 No Termination, No Effect on Rental Obligation. No Appropriation
nor any loss or damage by fire or other cause resulting in either partial or total destruction of the
Premises, the Improvements or any other property on the Premises shall, except as otherwise
provided herein, operate to terminate this Lease. No such Appropriation, loss or damage shall
affect or relieve Lessee from Lessee’s obligation to pay Rent, and in no event shall Lessee be
entitled to any proration or refund of Rent paid hereunder. Unless this Lease is terminated
pursuant to and in accordance with this Article 21, and except as expressly provided in Section
21.3 below with respect to reduction of Rent in the.event of a partial Appropriation, no such
Appropriation, loss or damage shall relieve or discharge Lessee from the payment of Rent, or
from the performance and observance of any of the agreements, covenants and conditions herein
contained on the part of Lessee to be performed and observed. Lessee hereby expressly waives
the provisions of Sections 1932(2) and 1933(4) of the California Civil Code, or any amendments
thereto or any similar law, statute or ordinance now or hereafter in effect.
Section 21.2 Evaluation of Effect of Damage or Appropriation. Upon. the
occurrence of any event of damage or destruction to the Premises or the Improvements or any
portion thereof, Lessee shall promptly undertake to determine the extent of the same and the
estimated cost and time to repair and restore the Improvements in accordance with the provisions
of this Lease. Lessee shall notify Lessor of its estimation of such cost and time not later than
sixty (60) days after the occurrence of the damage or destruction. Upon any Appropriation of
less than the entire Premises, Lessee shall promptly undertake to determine the effect of such
Appropriation on the remaining portion of the Premises and the function of the Premises and, if
this Lease is not terminated pursuant to and in accordance with this Article 21, the cost and time
to make any repairs and Alterations to the remaining portion of the Premises necessary in order
for the Premises to be restored to an economically viable whole capable of operation in
accordance with this Lease. Lessee shall notify Lessor of its estimation of such cost and time not
later than 30 days after the occurrence of the Appropriation.
Section 21.3 Partial Appropriation; Amendment; Duty to Restore. If less than the
entire Premises is subject to an Appropriation and this Lease is not terminated by either party
pursuant to and in accordance with this Article 21, this Lease shall be deemed terminated as to
the part so Appropriated as of the date of Appropriation and shall be deemed amended, effective
as of the effective date of such Appropriation, such that the definition of the "Premises" shall
include only that portion of the land described in Exhibit A attached hereto that is not subject to
such Appropriation. Lessee, as promptly as practicable and with all due diligence, shall cause
the repair or reconstruction of or the making of Alterations to the Improvements as necessary to
restore the Improvements to a fully functioning whole with all facilities necessary to operate the
Premises in accordance with this Lease.
Section 21.4 Damage or Destruction; Duty to Restore. If the Premises or the
Improvements, or any portion thereof, are damaged or destroyed at any time during the Term
and this Lease is not terminated by either party pursuant to and in accordance with this
Article 21, Lessee, as promptly as practicable and with all due diligence, shall cause the repair,
reconstruction and replacement of the Improvements to a condition substantially equal to or
2~
better than their condition immediately prior to such damage or destruction and, except as
otherwise approved in writing by Lessor, to their same general appearance.
Section 21.5 Performance of Repairs, Restoration and Alterations. All repairs,
restoration and Alterations shall be performed in accordance with the provisions of Article 11 of
this Lease. All insurance proceeds and all Awards received by or payable to any party with
respect to such damage or Appropriation (except proceeds of insurance carried by sublessees
under Permitted Subleases covering loss or damage of their personal property), less actual costs
and expenses incurred in connection with the collection thereof, shall be applied to the costs of
repair, restoration and Alteration, as the case may be, of the Premises and the Improvements in
accordance with the provisions of this Article 21 and Article 11 hereof. Lessee shall pay any
amount by which the Award or insurance proceeds received as a result of such damage or
Appropriation, less the costs and expenses incurred in connection with the collection thereof, are
insufficient to pay the entire cost of such repair, restoration or Alterations. Without limitation of
the foregoing, Lessee shall be responsible for replacing and restoring all furniture, fixtures and
equipment and other personal property necessary for the operation of the Premises in accordance
with this Lease.
Section 21.6 Option to Terminate Upon Damage or Destruction. In the event of any
damage to or destruction of the Premises or the Improvements or any portion thereof at any time
during the Term and the cost to repair and restore the same to substantially the same condition as
existed immediately prior to such occurrence is in Lessee’s reasonable judgment not
economically justified, then Lessee shall have the option to terminate this Lease, exercisable as
provided below. In addition, if any damage or destruction occurs during the last five (5) years of
the Term, Lessee shall have the option to terminate this Lease, exercisable as provided below.
Section 21.7 Option to Terminate upon Appropriation. If during the Term the entire
Premises is Appropriated, this Lease shall terminate upon such Appropriation. If such a
substantial portion of the Premises shall be Appropriated that such Appropriation makes the
continued operation of the remaining portion of the Premises for the purposes permitted
hereunder economically unfeasible in Lessee’s reasonable discretion, then Lessee shall have the
option to terminate this Lease.
Section 21.8 Termination; Lessee’s Obligation to Restore. Any party having the
option to terminate this Lease pursuant to this Article 21 may exercise such option by giving
written notice to the other party, within 120 days after the occurrence of the event of damage or
destruction, or within 30 days after the Appropriation, as the case may be. If either party elects
to terminate this Lease pursuant to this Article 21, Lessee shall surrender the Premises to Lessor
in accordance with the provisions of Article 27, except to the extent the damage, destruction or
Appropriation prevents Lessee from so doing. Lessee’s obligations under this Article 21 shall
survive the termination of this Lease.
Section 21.9 Determination of Award. The amount of the Award due to Lessor and
Lessee as a result of Appropriation shall be separately determined by the court having
jurisdiction of such proceedings based on the following: Lessor shall be entitled to that portion of
the Award attributable to the value of Lessor’s reversionary interest in the fee interest in the
Premises (or portion thereof subject to Appropriation, in case of a partial Appropriation) and the
reversionary interest in the Improvements (or portion thereof subject to Appropriation, in case of
a partial Appropriation), as determined by the court; Lessee shall be entitled to that portion of the
Award attributable to the value of Lessee’s leasehold interest in the Premises (or portion thereof
subject to Appropriation, in case of a partial Appropriation) and to the value of Lessee’s interest
in the Improvements (or portion thereof subject to Appropriation, in case of a partial
Appropriation), as determined by the court. Notwithstanding the foregoing, in the event Lessee
is the condemning authority, Lessor shall be entitled to the entire Award; provided that Lessee
shall be entitled to that portion of the Award attributable to the value of the Improvements.
Section 21.10 Excess Proceeds and Awards for Lessee’s Interests. If the total Award
made in connection with any Appropriation for Lessee’s interests, and for severance damages to
both Lessee’s and Lessor’s interests, exceeds the amount necessary to repair, restore or construct
Alterations to the extent required under this Article 21, or if there are proceeds of insurance in
excess of that required to repair, restore or demolish the Premises and the Improvements to the
extent required under this Article 21 or under Article 27, upon receipt by Lessor of satisfactory
evidence that any required work of repair, restoration, or demolition required under this
Article 21 has been fully completed and paid for in accordance with the provisions of Article 11
and that the last day for filing any mechanic’s or materialmen’s liens has passed without the
filing of any, or if filed, any such lien has been released, any remaining Award or proceeds of
insurance shall be retained by Lessee.
Section 21.11 Right to Participate in Settlement. Except as otherwise provided in the
last sentence of Section 21.9, Lessor and Lessee shall both have the right to participate in the
settlement or compromise of any insurance proceeds and Awards provided that all such proceeds
and Awards shall be paid to Lessor and held by Lessor for application in accordance with the
provisions of this Article 21.
Section 21.12 Emergency Repairs. If a casualty occurs there is a substantial possibility
that immediate emergency repairs will be required to eliminate defective or dangerous conditions
and to comply with Applicable Laws pending settlement of insurance claims and prior to
procuring bids for performance of restoration work. Notwithstanding any provision of this
Article 21 to the contrary, Lessee shall promptly undertake such emergency repair work after a
casualty as is necessary or appropriate under the circumstances to eliminate defective or
dangerous conditions and to comply with Applicable Laws.
ARTICLE 22. NO ASSIGNMENT
Lessor is entering into this Lease in reliance on the particular and unique attributes of
Lessee as a tenant, and in order to participate in the development of a Community Center, which
is uniquely within Lessee’s ability to develop. Lessor would not enter into this Lease except for
such particular and unique factors. The parties expressly agree that except as otherwise
expressly provided in this Lease, Lessee shall not directly or indirectly, voluntarily or by
operation of law, sell, assign, sublet, encumber, pledge or otherwise transfer or hypothecate its
interest in or rights with respect to the Premises or Lessee’s leasehold estate therein or the
Improvements (any of the foregoing being herein referred to as a "Transfer"). Except as
specifically provided in this Lease, Lessor shall have the right to withhold consent to a Transfer
in Lessor’s sole and unfettered discretion. Notwithstanding the foregoing, Lessee’s
consolidation into another public agency shall not be deemed a Transfer for the purposes of this
Lease.
ARTICLE 23. -SUBLETTING
Section 23.1 Sublease to JCC. Lessor and Lessee are entering into this Lease with the
understanding that Lessee intends to sublease the Premises to the JCC. Lessor hereby consents
to the sublease of the Premises to the JCC (the "JCCSublease"), provided that the JCC Sublease
is subject to all of the terms and conditions of this Lease. Lessee may also sub-sublease space
from the JCC or otherwise operate programs within the Premises without the need for any further
consent from Lessor. Lessor shall have the right to review the JCC Sublease to confirm that it is
in conformance with this Lease, but shall not otherwise have the right to approve or disapprove
the sublease of the Premises to the JCC. Lessor also understands that the JCC is affiliated with
the Jewish Community Federation (the "JCF"), and Lessor hereby consents to an assignment of
the JCC Sublease to the JCF, provided that the JCF assumes all of the JCC’s obligations under
the JCC Sublease. Lessor further acknowledges that Lessee and]or the JCC intends to provide
certain of its programs, services and activities through cooperative programs with Lessee or
through contracts for services with third party providers for specific programs (including sub-
subleases, which are governed by Section 23.2). Lessor hereby approves such programs and
contracts so long as Lessee, the JCC, or another Permitted Sublessee, as applicable, continues to
oversee and manage the operation of the Community Center as a whole and so long as no
violation of the permitted use occurs. Sub-subleases shall be approved pursuant to Section 23.2.
Lessor and Lessee agree that for the period of time that the JCC Sublease is in effect, this Lease
shall not be amended or modified without the prior written consent of the JCC if such
amendment would materially or adversely affect the JCC’s rights under the JCC Sublease. The
JCC shall not unreasonably withhold, delay or condition its approval to any proposed
amendment or modification of this Lease.
Section 23.2 Conditions to Subletting. Notwithstanding the provisions of Article 22
regarding Transfer, and in addition to or in lieu of the JCC Sublease, Lessee or the JCC may
enter into subleases (or sub-subleases) of portions of the Premises with nonprofit charitable or
governmental agencies (subject to subsection (h) below) providing programs fitting the
Community Center definition, subject to the following conditions:
(a) Lessee shall obtain the prior written consent of Lessor, which consent shall not be
unreasonably withheld, delayed or conditioned provided that all other conditions of this
Article 23 are satisfied;
(b) no sublease shall relieve Lessee from the performance of any of its obligations
under this Lease;
(c)no sublease shall extend beyond the Term of this Lease;
(d) each sublease shall be subject to and subordinate to the terms, covenants and
conditions of this Lease and the rights of Lessor hereunder, including the use restrictions
contained in Article 9;
(e) each sublease shall contain a provision that upon any termination or surrender of
this Lease, either such sublease shall terminate, or, at Lessor’s sole option, such sublease shall
continue in full force and effect and the sublessee shall attorn to, or, at Lessor’s option, enter into
a direct lease on identical terms with, Lessor;
(f) each sublease shall prohibit prepayment of rent thereunder (including security for
the payment of rent) in an amount exceeding two (2) months’ rent, unless any further advance or
security is held in escrow by Lessor until the date of crediting thereof;
(g) the character and reputation of the proposed sublessee shall be reasonably
satisfactory to Lessor; and
(h) no sublessee of office or administrative space shall be a for-profit entity, and any
other for-profit sublease (such as a caf~ or food service operator) shall.provide services that are
incidental to and supportive of the primary use of the Premises for a Community Center.
Section 23.3 Required Information; Lessor’s Response. Lessor agrees to use
reasonable efforts to respond affirmatively or negatively to any request for its consent to a
proposed sublease within 30 days after Lessor receives a written request for such consent
accompanied by a copy of the proposed sublease together with such information regarding the
proposed sublessee as Lessor may reasonably require in order to evaluate the proposed sublessee
and sublease, including, without limitation, adequate information regarding the character and
reputation of the proposed sublessee and type of business to be conducted on the Premises. A
failure to respond within such 30-day period shall be deemed an approval of the proposed
sublease.
Section 23.4 Permitted Sublease. Any sublease or sub-sublease entered into by
Lessee in accordance with the provisions of this Article 23 is herein referred to as a "Permitted
Sublease", and the other party to such Permitted Sublease is herein referred to as a "Permitted
Sublessee". Lessee shall provide Lessor with a copy of each executed Permitted Sublease within
five days after entering into such Permitted Sublease. In addition, within 30 days after written
demand by Lessor, Lessee shall furnish Lessor a schedule, certified by Lessee as true and
correct, setting forth all Permitted Subleases then in effect, including in each case the name of
the sublessee, a description of the space leased, the annual rental payable by such sublessee, and
any other information reasonably requested by Lessor with respect to the Permitted Subleases.
Section 23.5 Permitted Sublease in Lieu of JCC Sublease. Lessor hereby
acknowledges that although at the time of execution of this Lease, it is contemplated that Lessee
shall sublease the entire Premises to the JCC, the JCC Sublease may never commence or may be
terminated during the Term. If Lessee enters into a Permitted Sublease of the entire Premises in
lieu of the JCC Sublease, the Permitted Sublessee under such Permitted Sublease shall be
entitled to all of the fights and benefits of the JCC hereunder and shall be subject to all of the
obligations of the JCC hereunder. From time to time in this Lease, such Permitted Sublessee is
referred to as a "Permitted Sublessee of the entire Premises" and such Permitted Sublease as a
"Permitted Sublease of the entire Premises".
~2
ARTICLE 24. LEASEHOLD MORTGAGES
Section 24.1 Leasehold Mortgage. Notwithstanding the provisions of Article 22
regarding Transfer of this Lease, but subject to the provisions of this Article 24, Lessee shall
have the right at any time and from time to time to encumber the entire (but not less than the
entire) leasehold estate created by this Lease and Lessee’s interest in the Improvements by a
mortgage, deed of trust or other security instrument (any such mortgage, deed of trust, or other
security instrument that satisfies the requirements of this Article 24 being herein referred to as a
"Leasehold Mortgage’~) to secure repayment of a loan (and associated obligations) made to
Lessee by an Institutional Lender for the purpose of financing the construction of any
Improvements made pursuant to the terms of this Lease or for the long-term financing of any
such Improvements. The loan secured by a Leasehold Mortgage shall be a conventional
construction loan or mortgage, payable over not more than the remaining portion of the Term,
and shall be in an amountthat, when aggregated with the outstanding amount of all other
Leasehold Mortgages, does not exceed 70% of the fair market value of Lessee’s leasehold estate
and interest in the Improvements existing or to be built with the loan proceeds, subject to this
Lease. In addition, Lessor agrees that the JCC or any other Permitted Sublessee of.the entire
Premises shall have the right to enter into a Leasehold Mortgage of its subleasehold estate;
provided that all of the terms and conditions of this Article 24 shall be applicable to any such
Leasehold Mortgage and that the JCC or the other Permitted Sublessee of the entire Premises
otherwise complies with the requirements of its Permitted Sublease applicable to a Leasehold
Mortgage. Notwithstanding the foregoing, provided Lessee, the JCC or another Permitted
Sublessee of the entire Premises complies with any applicable requirements of the California
Subdivision Map Act and local ordinances promulgated thereunder, any Leasehold Mortgage
may exclude that portion of the Premises improved with the housing described in Section 9.1,
and/or a separate Leasehold Mortgage complying with this Article 24 may encumber the housing
portion of the Premises.
Section 24.2 Terms of Leasehold Mortgage. Any Leasehold Mortgage shall by its
terms provide that all proceeds of any property insurance covering the Premises or the
Improvements and all Awards shall be applied in accordance with the provisions of this Lease
and that the holder of such Leasehold Mortgage shall give Lessor written notice of any default of
Lessee under such Leasehold Mortgage contemporaneously with the giving of such notice to
Lessee. Lessee shall deliver to Lessor promptly after execution by Lessee a true and verified
copy of any Leasehold Mortgage, and any amendment, modification or extension thereof,
together with the name and address of the owners and holder thereof. In no event shall any
interest of Lessor in the Premises, including without limitation, Lessor’s fee interest in the
Premises or reversionary interest in the Improvements or interest under this Lease, be subject or
subordinate to any lien or encumbrance of any mortgage, deed of trust or other security
instrument.
Section 24.3 Institutional and First Lender. For purposes of this Article 24,
"Institutional Lender" shall mean any national bank organized under the laws of the United
States or any commercial bank licensed in California, or any savings and loan association, trust
company or insurance company organized or authorized to do business under the laws of the
United States or any state of the United States, any pension or retirement fund, commercial
finance lender, capital market/conduit lender, welfare trust or fund supervised by a government
authority of any state of the United States or other lending institution which is approved by
Lessor (and Lessor hereby expressly approves the Jewish Community Federation as an
Institutional Lender), and "First Lender" shall mean an Institutional Lender who is the owner
and holder of the Leasehold Mortgage having superior lien priority over all other Leasehold
Mortgages. However, Lessor shall have no duty or obligation whatsoever to determine
independently the relative priorities of any Leasehold Mortgages, but shall be entitled to rely
absolutely upon a preliminary title report current as of the time of any determination of such
priorities and prepared at Lessee’s expense by a generally-recognized tire insurance company
doing business in Santa Clara County, California.
Section 24.4 Agreement Regarding the First Lender. During the continuance of any
Leasehold Mortgage until such time as the lien of any Leasehold Mortgage has been
extinguished, and if a true and verified copy of such Leasehold Mortgage shall have been
delivered to Lessor together with a written notice of the name and address of the holder thereof:
(a) Lessor shall not agree to any termination nor accept any surrender of this Lease
(except upon the expiration of the Term, termination pursuant to Article 21, and as.otherwise
provided below with respect to termination upon an Event of Default), nor shall any material
amendment or modification of this Lease be binding upon the First Lender or any purchaser in
foreclosure from the First Lender, unless the First Lender has given its prior written consent to
such amendment or modification, which consent shall not be unreasonably withheld and shall be
deemed given if a written refusal to consent together with a written explanation of the reasons for
such refusal to consent is not received by Lessor from the First Lender within 10 days after
receipt by the First Lender of a written request from Lessor for the First Lender’s consent to a
proposed amendment or modification.
(b) The First Lender shall have the right, but not the obligation, at any time prior to
termination of this Lease and without payment of any penalty, to pay the Rent due hereunder, to
provide any insurance and make any other payments, to make any repairs and improvements and
do any other act or thing required of Lessee hereunder, and to do any act or thing which may be
necessary and proper to be done in the performance and observance of the covenants, conditions
and agreements hereof to prevent the termination of this Lease. All payments so made and all
things so done and performed by the First Lender shall be as effective to prevent a termination of
this Lease as the same would have been if made, done and performed by Lessee instead of by the
First Lender.
(c) Should any Event of Default under this Lease occur, the First Lender shall have
30 days after receipt of notice from Lessor setting forth the nature of such Event of Default, and,
if the default is such that possession of the Premises is necessary to remedy the default, a
reasonable time after the expiration of such 30 day period, within which to remedy such default,
provided that (i) the First Lender shall have fully cured any default in the payment of any
monetary obligations of Lessee under this Lease within such 30 day period and shall continue to
pay currently such monetary obligations as and when the same are due, and (ii) the First Lender
shall have acquired Lessee’s leasehold estate created hereby or given Lessor written notice that
the First Lender intends to take action to acquire Lessee’s leasehold estate and commenced
foreclosure or other appropriate proceedings in the nature thereof within such 30 day period or
prior thereto, and shall thereafter diligently and continuously prosecute such proceedings to
completion.
(d) An Event of Default under this Lease which in the nature thereof cannot be
remedied by the First Lender shall be deemed to be remedied if (i) within 30 days after receiving
written notice from Lessor of such Event of Default, the First Lender shall have acquired
Lessee’s leasehold estate created hereby or given Lessor written notice that the First Lender
intends to take action to acquire Lessee’s leasehold estate and commenced foreclosure or other
appropriate proceedings in the nature thereof, (ii) the First Lender shall diligently and
continuously prosecute any such proceedings to completion, (iii) the First Lender shall have fully
cured any default in the payment of any monetary obligations of Lessee under this Lease within
such 30 day period and shall thereafter continue to faithfully perform all such monetary
obligations, and (iv) after gaining possession of the Premises, the First Lender shall perform all
of the obligations of Lessee hereunder as and when the same are due and cure any defaults that
are curable by the First Lender but that require possession of the Premises to cure, such cure to
be effected within 30 days after gaining possession, or such longer period of time as is
reasonably necessary to effect such cure using all due diligence.
(e) If the First Lender is prohibited by any process or injunction issued by any court
or by reason of any action by any court having jurisdiction of any bankruptcy or insolvency
proceedings involving Lessee from commencing or prosecuting foreclosure or other appropriate
proceedings in the nature thereof, the times specified in subsections (c) and (d) above for
commencing or prosecuting such foreclosure or other proceedings shall be extended for the
period of such prohibition; provided that the First Lender shall have fully cured any default in the
payment of any monetary obligations of Lessee under this Lease and shall continue to pay
currently such monetary obligations as and when the same fall due, and provided further that the
First Lender shall diligently attempt to remove any such prohibition.
(f) Lessor shall mail to the First Lender a duplicate copy by certified mail of any and
all notices that Lessor may from time to time give to or serve upon Lessee pursuant to the
provisions of this Lease.
(g) Foreclosure of a Leasehold Mortgage or any sale thereunder, whether by judicial
proceedings or by virtue of any power of sale contained in the Leasehold Mortgage, or any
conveyance of the leasehold estate created hereby from Lessee to the First Lender by virtue or in
lieu of foreclosure or other appropriate proceedings in the nature thereof, shall not require the
consent of Lessor or constitute a breach of any provision of or a default under this Lease and
upon such foreclosure, sale or conveyance, Lessor shall recognize the First Lender, or any other
foreclosure sale purchaser or recipient of any deed in lieu, as Lessee hereunder; provided, (i) the
First Lender shall have fully complied with the provisions of this Article 24 applicable prior to
gaining possession of the Premises and the First Lender or foreclosure sale purchaser or deed in
lieu recipient, as the case may be, who is to become the Lessee hereunder shall comply with the
provisions of this Article 24 applicable after gaining possession of the Premises; (ii) the First
Lender, or foreclosure sale purchaser or deed in lieu recipient, as the case may be, who is to
become the Lessee hereunder shall be responsible for taking such actions as shall be necessary to
obtain possession of the Premises; and (iii) the First Lender, or foreclosure sale purchaser or
deed in lieu recipient, as the case may be, who is to become the Lessee hereunder shall execute,
acknowledge and deliver to Lessor an instrument in recordable form pursuant to which the First
Lender or foreclosure sale purchaser or deed in lieu recipient, as the case may be, expressly
assumes all obligations of the Lessee under this Lease. If there are two or more Leasehold
Mortgages or foreclosure sale purchasers (whether of the same or different Leasehold
Mortgages), Lessor shall have no duty or obligation whatsoever to determine the relative
priorities of such Leasehold Mortgages or the rights of the different holders thereof and/or
foreclosure sale purchasers. If the First Lender becomes Lessee under this Lease, or under any
new lease obtained pursuant to subsection (h) below, the First Lender shall not be personally
liable for the obligations of the Lessee under this Lease accruing before or after the period of
time that the First Lender is the Lessee hereunder or thereunder. In the event that, subject to and
in accordance with the terms and conditions of this Lease, the First Lender subsequently assigns
or transfers its interest under this Lease after acquiring the same by foreclosure or by an
acceptance of a deed in lieu of foreclosure, and in connection with any such assignment or
transfer the First Lender takes back a first lien mortgage or deed of trust encumbering such
leasehold interest to secure a portion of the purchase price given to the First Lender for such
assignment or transfer, then such mortgage or deed of trust shall be considered a Leasehold
Mortgage as contemplated under this Article 24 and the First Lender shall be entitled to receive
the benefit of this Article 24 and any other provisions of this Lease intended for the benefit of the
holder of a First Lender.
(h) In the event of(a) any rejection of this Lease by Lessee in any bankruptcy
proceeding, or (b) such other termination of this Lease by reason of a condition which (i) is not
known or ascertainable by the parties on the effective date of the First Lender’s Leasehold
Mortgage, (ii) results from any applicable state or federal law enacted after the effective date of
such Leasehold Mortgage, and (iii) which would work an inequitable forfeiture upon the First
Lender due to the non-curable nature of such condition, Lessor shall, subject to the terms and
conditions of this subsection (h), upon written request by the First Lender to Lessor made within
60 days after such termination, execute and deliver a new lease of the Premises to the First
Lender for the remainder of the term of this Lease with the same covenants, conditions and
agreements (except for any requirements which have been satisfied by Lessee prior to
termination) as are contained herein; provided, however, that Lessor’s execution and delivery of
such new lease of the Premises shall be made without representation or warranty of any kind or
nature whatsoever, either express or implied, including without limitation, any representation or
warranty regarding title to the Premises or the priority of such new lease and Lessor’s obligations
and liability under such new lease shall not be greater than if this Lease had not terminated and
the First Lender had become the Lessee hereunder. Lessor’s delivery of any Improvements to
the First Lender pursuant to such new lease shall be made without representation or warranty of
any kind or nature whatsoever, either express or implied; and the First Lender shall take any
Improvements "as is" in their then current condition. Upon execution and delivery of such new
lease, the First Lender, at its sole cost and expense, shall be responsible for taking such action as
shall be necessary to cancel and discharge this Lease and to remove the Lessee named herein and
any other occupant from the Premises. Lessor’s obligation to enter into such new lease of the
Premises with the First Lender shall be conditioned as follows: (x) the First Lender shall have
complied with the provisions of this Article 24 applicable prior to the gaining of possession and
shall comply with the provisions of this Article 24 applicable after gaining possession of the
Premises; (y) if more than one holder of a Leasehold Mortgage claims to be the First Lender and
requests such new lease, Lessor shall have no duty or obligation whatsoever to determine the
relative priority of such Leasehold Mortgages, and in the event of any dispute between or among
the holders thereof, Lessor shall have no obligation to enter into any such new lease if such
dispute is not resolved to the sole satisfaction of Lessor within 90 days after the date of
termination of this Lease; and (z) the First Lender shall pay all costs and expenses of Lessor,
including without limitation, reasonable attorneys’ fees, real property transfer taxes and any
escrow fees and recording charges, incurred in connection with the preparation and execution of
such new lease and any conveyances related thereto.
Section 24.5 Tri-Party Agreement. At Lessee’ request, Lessor will enter into a Tri-
Party Agreement in the form of the attached Exhibit E with the holder of any Leasehold
Mortgage.
ARTICLE 25. EVENT OF DEFAULT AND LESSOR’S REMEDIES
Section 25.1 Events of Default. The occurrence of any of the following shall be an
Event of Default on the part of Lessee hereunder:
(a) Failure to pay Rent or any other sums of money that Lessee is required to pay
hereunder at the times or in the manner herein provided, when such failure shall continue for a
period of 10 days after written notice thereof from Lessor to Lessee; any such notice shall be
deemed to be the notice required under California Code of Civil Procedure Section 1161. No
such notice shall be deemed a forfeiture or a termination of this Lease unless Lessor expressly so
elects in such notice.
(b) Failure to perform any express or implied nonmonetary provision of this Lease
when, except in the case of any provision which by its terms provides for no grace period, such
failure shall continue for a period of 30 days, or such other period as is expressly set forth herein,
after written notice thereof from Lessor to Lessee; any such notice shall be deemed to be the
notice required under California Code of Civil Procedure Section 1161; provided that if in
Lessor’s reasonable opinion the default is curable within 90 days and if the nature of the default
is such that more than 30 days are reasonably required for its cure, then an Event of Default shall
not be deemed to have occurred if Lessee shall commence such cure within said 30 day period
and thereafter diligently and continuously prosecute such cure to completion and cure such
default promptly but not later than 90 days after Lessor’s notice and pursuant to a written
agreement respecting the time and manner of such cure. No such notice shall be deemed a
forfeiture or a termination of this Lease unless Lessor expressly so elects in such notice.
(c) The vacation of the Premises for a period of 30 consecutive days or more except
in connection with repair, restoration or Alterations undertaken pursuant to and in accordance
with Articles 11 or 21 hereof, or the abandonment of the Premises.
(d) Lessee shall admit in writing its inability to pay its debts generally as they become
due, file a petition in bankruptcy, insolvency, reorganization, readjustment of debt, dissolution or
liquidation under any law or statute of any government or any subdivision thereof either now or
hereafter in effect, make an assignment for’the benefit of its creditors, consent to or acquiesce in
the appointment of a receiver of itself or of the whole or any substantial part of the Premises.
(e) A court of competent jurisdiction shall enter an order, judgment or decree
appointing a receiver of Lessee or of the whole or any substantial part of the Premises and such
order, judgment or decree shall not be vacated, set aside or stayed within 45 days after the date of
entry of such order, judgment, or decree, or a stay thereof shall be thereafter set aside.
(f) A court of competent jurisdiction shall enter an order, judgment or decree
approving a petition filed against Lessee under any bankruptcy, insolvency, reorganization,
readjustment of debt, dissolution or liquidation law or statute of the Federal government or any
state government or any subdivision of either now or hereafter in effect, and such order,
judgment or decree shall not be vacated, set aside or stayed within 45 days from the date of entry
of such order, judgment or decree, or a stay thereof shall be thereafter set aside.
Section 25.2 Lessor’s Remedies. Upon the occurrence of an Event of Default, Lessor
shall have the following rights and remedies:
(a) The fight to terminate this Lease, in which event Lessee shall immediately
surrender possession of the Premises in accordance with Article 27, and pay to Lessor all Rent
and other charges and amounts due from Lessee hereunder to the date of termination.
(b) The rights and remedies described in California Civil Code Section 1951.2,
including without limitation, the right to recover the worth at the time of award of the amount by
which the Rent and other charges payable hereunder for the balance of the Term after the time of
award exceed the amount of such rental loss for the same period that Lessee proves could be
reasonably avoided, as computed pursuant to subdivision (b) of said Section 1951.2, and the
fight to recover any amount necessary to compensate Lessor for all the detriment proximately
caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary
course of things would be likely to result therefrom which, without limiting the generality of the
foregoing, includes unpaid taxes and assessments, any costs or expenses incurred by Lessor in
recovering possession of the Premises, maintaining or preserving the Premises after such default,
preparing the Premises for reletting to a new lessee, any repairs or alterations to the Premises for
such reletting, leasing commissions, architect’s fees and any other costs necessary or appropriate
either to relet the Premises or to adapt them to another beneficial use by Lessor and such
amounts in addition to or in lieu of the foregoing as may be permitted from time to time by
applicable California law. Lessee also shall indemnify Lessor for any liability arising prior to the
termination of this Lease for personal injuries or property damage.
(c) The rights and remedies described in Califomia Civil Code Section 1951.4 that
allow Lessor to continue this Lease in effect and to enforce all of its rights and remedies under
this Lease, including the fight to recover Rent as it becomes due, for so long as Lessor does not
terminate Lessee’s right to possession. Acts of maintenance or preservation, efforts to relet the
Premises or the appointment of a receiver upon Lessor’s initiative to protect its interest under
this Lease shall not constitute a termination of Lessee’s fight to possession.
(d) The right and power, as attorney in fact for Lessee, to enter and to sublet the
Premises, to collect rents from all subtenarits and to provide or arrange for the provision of all
services and fulfill all obligations of Lessee under the Permitted Subleases and Lessor is hereby
authorized on behalf of Lessee, but shall have absolutely no obligation, to provide such services
and fulfill such obligations and to incur all such expenses and costs as Lessor deems necessary in
connection therewith. Lessee shall be liable immediately to Lessor for all costs and expenses
Lessor incurs in collecting such rents and arranging for or providing such services or fulfilling
such obligations. Lessor is hereby authorized, but not obligated, to relet the Premises or any part
thereof on behalf of Lessee, to incur such expenses as may be necessary to effect a relet and
make said relet for such term or terms, upon such conditions and at such rental as Lessor in its
sole discretion may deem proper. Lessee shall be liable immediately to Lessor for all reasonable
costs Lessor incurs in reletting the Premises including, without limitation, brokers’ commissions,
expenses of remodeling the Premises required by the reletting, and other costs. If Lessor relets
the Premises or any portion thereof, such reletting shall not relieve Lessee of any obligation
hereunder, except that Lessor shall apply the rent or other proceeds actually collected by it as a
result of such reletting against any amounts due from Lessee hereunder to the extent that such
rent or other proceeds compensate Lessor for the nonperformance of any obligation of Lessee
hereunder. Such payments by Lessee shall be due at such times as are provided elsewhere in this
Lease, and Lessor need not wait until the termination of this Lease, by expiration of the Term
hereof or otherwise, to recover them by legal action or in any other manner. Lessor may execute
any lease made pursuant hereto in its own name, and the lessee thereunder shall be under no
obligation to see to the application by Lessor of any rent or other proceeds, nor shall Lessee have
any right to collect any such rent or other proceeds. Lessor shall not by any reentry or other act
be deemed to have accepted any surrender by Lessee of the Premises or Lessee’s interest therein,
or be deemed to have otherwise terminated this Lease, or to have relieved Lessee of any
obligation hereunder, unless Lessor shall have given Lessee express written notice of Lessor’s
election to do so as set forth herein.
(e) The fight to have a receiver appointed upon application by Lessor to take
possession of the Premises and to collect the rents or profits therefrom and to exercise all other
rights and remedies pursuant to Section 25.2(d).
(f) The fight to enjoin, and any other remedy or right now or hereafter available to a
lessor against a defaulting lessee under the laws of the State of California or the equitable powers
of its courts, and not otherwise specifically reserved herein.
Section 25.3 Commencement of Actions. Any legal action by Lessor to enforce any
obligation of Lessee or in the pursuit of any remedy hereunder shall be deemed timely filed if
commenced at any time prior to one (1) year after the expiration or termination of the Term
hereof or prior to the expiration of the statutory limitation period that would be applicable except
for this Section 25.3, whichever period expires later.
Section 25.4 Waiver of Notice and Redemption. Except as otherwise expressly
provided in this Article 25, Lessee hereby expressly waives, so far as permitted by law, the
service of any notice of intention to enter or re-enter provided for in any statute, or of the
institution of legal proceedings to that end, and Lessee, for and on behalf of itself and all persons
claiming through or under Lessee, also waives any right of redemption or relief from forfeiture
under California Code of Civil Procedure Sections 1174 or 1179, or under any other present or
future law, if Lessee is evicted or Lessor takes possession of the Premises by reason of any
default by Lessee hereunder.
Section 25.5 Rights Cumulative. The various rights and remedies reserved to Lessor
herein, including those not specifically described herein, shall be cumulative and shall be in
addition to every other right or remedy provided for in this Lease or now or hereafter existing at
law or in equity and the exercise of the rights or remedies provided for in this Lease or now or
hereafter existing at law or in equity shall not preclude the simultaneous or later exercise by
Lessor of any or all other rights and remedies.
Section 25.6 Sublessee’s Right to Cure. Notwithstanding any other provision of this
Article 25, Lessor agrees that it will not terminate this Lease without first providing the JCC or
any other Permitted Sublessee of the entire Premises the same notice and opportunity to cure
which is provided to Lessee in Section 25.1. Such notice may be provided concurrently with any
notice to Lessee, or subsequent thereto, in Lessor’s sole discretion. Lessee further agrees that it
will accept performance of all of the terms and conditions of this Lease by the JCC or such
Permitted Sublessee unless otherwise instructed in writing by Lessee. Notwithstanding the
foregoing, Lessor shall not terminate this Lease following the expiration of Lessee’s cure periods
without providing the JCC or such Permitted Sublessee with at least 10 days’ prior written notice
that Lessee has failed to provide such cure within the cure period, during which additional 10-
day period the JCC or such Permitted Sublessee shall have the opportunity to effect such cure.
ARTICLE 26. LESSOR’S RIGHT TO CURE DEFAULTS
If Lessee shall fail or neglect to do or perform any act or thing herein provided by it to be
done or performed and such failure shall not be cured within any applicable grace period
provided in Article 25, then Lessor shall have the right, but shall have no obligation, to pay any
amounts payable by Lessee to third parties hereunder, discharge any lien, take out, pay for and
maintain any insurance required under Article 19, or do or perform or cause to be done or
performed any such other act or thing (entering upon the Premises for such purposes, if Lessor
shall so elect), and Lessor shall not be or be held liable or in any way responsible for any loss,
disturbance, inconvenience, annoyance or damage resulting to Lessee on account thereof, and
Lessee shall repay to Lessor upon demand the entire reasonable cost and expense thereof,
including, without limitation, compensation to the agents, consultants and contractors of Lessor
and reasonable attorneys’ fees and expenses. Lessor may act upon shorter notice or no notice at
all if necessary in Lessor’s judgment to meet an emergency situation or governmental or
municipal time limitation or otherwise to protect Lessor’s interest in the Premises. Lessor shall
not be required to inquire into the correctness of the amount or validity of any payable or lien
that may be paid by Lessor, and Lessor shall be duly protected in paying the amount of any such
payable or lien claimed, and, in such event, Lessor shall also have the full authority, in Lessor’s
sole judgment and discretion and without prior notice to or approval by Lessee, to settle or
compromise any such lien or payable. Any act or thing done by Lessor pursuant to the
provisions of this Article 26 shall not be or be construed as a waiver of any default by Lessee, or
as a waiver of any term, covenant, agreement or condition herein contained or of the
performance thereof. All amounts payable by Lessee to Lessor under any of the provisions of
this Lease, if not paid when the same become due as in this Lease provided, shall bear interest at
the Interest Rate.
ARTICLE 27. SURRENDER OF THE PREMISES
Section 27.1 Surrender. Upon the termination of this Lease, at the expiration of the
Term as stated in Au’ticle 5 hereof or within 30 days following the earlier termination of this
Lease pursuant to any provision hereof, Lessee shall remediate on, from, or under the Premises
any Hazardous Substances to the extent resulting from any Lessee Environmental Activity, and
surrender to Lessor the Premises in good order and repair, reasonable wear and tear excepted
(except to the extent this Lease is terminated due to damage or destruction or any Appropriation),
free and clear of all letting and occupancies other than any Permitted Subleases that pursuant to
the provisions of this Lease Lessor has elected to recognize after such termination, and free and
clear of all Liens and encumbrances; provided that Lessee shall be entitled to remove and retain
all personal property and fixtures of Lessee within ten (10) business days following termination
of this Lease.
Section 27.2 Ownership of Improvements; Contracts. Upon any termination of this
Lease, all Improvements shall automatically and without further act by Lessor or Lessee, become
the property of Lessor, free and clear of any claim or interest therein on the part of Lessee or
anyone claiming under Lessee, and without payment therefor by Lessor. In the event this Lease
terminates when the Improvements are partially completed or have been damaged Or destroyed,
at Lessor’s request Lessee shall remove the partially completed or remaining Improvements from
the Premises and deliver the Premises to Lessor in its original unimproved condition. Upon or at
any time after the Termination Date, if requested by Lessor, Lessee shall, without charge to
Lessor, promptly execute, acknowledge and deliver to Lessor a good and sufficient quitclaim
deed and bill of sale of all of Lessee’s right, title, and interest in and to the Premises and the
Improvements and a good and sufficient assignment to Lessor of Lessee’s interest in any
Permitted Subleases which Lessor has elected to recognize after the Termination Date, and in
any contracts, as designated by Lessor, relating to the operation, management, maintenance or
leasing of the Premises or any part thereof, and shall deliver to Lessor all such other instruments,
records and documents relating to the operation, management, maintenance or leasing of the
Premises or any part thereof, including but not limited to all leases, lease files, plans and
specifications, records, registers, permits, and all other papers and documents which may be
necessary or appropriate for the proper operation and management of the Premises. Lessee
hereby irrevocably appoints Lessor as its lawful attorney in fact to execute and deliver for, on
behalf of and in the name of Lessee, any such deed, bill of sale, assignment or other instrument
referred to in this Article 27 or otherwise, required to document the transfer or reversion to
Lessor of such interests of Lessee, and Lessee and Lessor agree that such power of attorney shall
be a power coupled with an interest. Any contracts, agreements or other obligations of Lessee
relating to the Premises not designated by Lessor and assigned by Lessee to Lessor pursuant to
this Article 27 shall immediately terminate and be of no further force or effect as of the
Termination Date.
Section 27.3 Personal Property. Any personal property or fixtures of Lessee that
remains on the Premises on the 1 lth day after the Termination Date may, at the option of Lessor,
be deemed to have been abandoned by Lessee and may either be retained by Lessor as its
property or disposed of, without accountability, in such manner as Lessor may determine in its
sole discretion.
ARTICLE 28. USE OF NAME
41
Lessee acknowledges and agrees that the names "The Leland Stanford Junior
University," "Stanford" and "Stanford University," and all variations thereof, are proprietary to
Lessor. Lessee shall not use any such name or any variation thereof or identify Lessor in any
promotional advertising or other promotional materials to be disseminated to the public or any
portion thereof or use any trademark, service mark, trade name or symbol of Lessor or that is
associated with it, without Lessor’s prior written consent, which may be given or withheld in
Lessor’s sole discretion.
ARTICLE 29. SIGNS
So long as Lessee fully complies with all Applicable Laws, Lessee shall have the right in
its sole discretion to place any sign, picture, advertisement, name, notice, marquee or awning on
the Premises.
ARTICLE 30. REPRESENTATIONS AND WARRANTIES OF LESSEE AND LESSOR
Lessee and Lessor hereby represent and warrant to each other as follows:
(a) Each party has taken all necessary action to authorize the execution, delivery and
performance of this Lease and this Lease constitutes the legal, valid, and binding obligation of
the party so representing.
(b) Each party has the right, power, legal capacity and authority to enter into and
perform its obligations under this Lease and no approvals or consents of any person are required
in connection with the execution and performance of this Lease. The execution and performance
of this Lease will not result in or constitute any default or event that with notice or the lapse of
time or both, would be a default, breach or violation of the organizational instruments governing
the representing party or any agreement or any order or decree of any court or other
governmental authority to which the representing party is a party or to which it is subject.
ARTICLE 31. NO WAIVER BY LESSOR
No failure by Lessor to insist upon the strict performance of any term, covenant,
agreement, provision, condition or limitation of this Lease or to exercise any right or remedy
upon a breach thereof, and no acceptance by Lessor of full or partial rent during the continuance
of any such breach, shall constitute a waiver of any such breach or of such term, covenant,
agreement, provision, condition or limitation. No term, covenant, agreement, provision,
condition or limitation of this Lease and no breach thereof may be waived, altered or modified
except by a written instrument executed by Lessor. No waiver of any breach shall affect or alter
this Lease but each and every term, covenant, agreement, provision, condition and limitation of
this Lease shall continue in full force and effect with respect to any other then existing or
subsequent breach.
ARTICLE 32. NO PARTNERSHIP
It is expressly understood that neither Lessee nor Lessor is or becomes, in any way or for
any purpose, a partner of the other in the conduct of its business, or otherwise, or joint venturer
or a member of a joint enterprise with the other, or agent of the other by reason of this Lease or
otherwise. Lessee is and shall be an independent contractor with respect to the Lease and
Premises.
ARTICLE 33. NO DEDICATION
This Lease shall not be, nor be deemed or construed to be, a dedication to the public of
the Premises, the areas in which the Premises are located or the Improvements, or any portion
thereof.
ARTICLE 34. NO THIRD PARTY BENEFICIARIES
This Lease shall not confer nor be deemed nor construed to confer upon any person or
entity, other than the parties hereto, any right or interest, including, without limiting the
generality of the foregoing, any third party beneficiary status or any right to enforce any
provision of this Lease, except to the extent expressly set forth herein.
ARTICLE 35. NOTICES
Any notice, consent or other communication required or permitted under this Lease shall
be in writing and shall be delivered by hand, sent by air courier, sent by prepaid registered or
certified mail with return receipt requested, or sent by facsimile, and shall be deemed to have
been given on the earliest of (a) receipt, (b) one business day after delivery to an air courier for
overnight expedited delivery service, or (c) 5 business days after the date deposited in the United
States mail, registered or certified, with postage prepaid and return receipt requested (provided
that such remm receipt must indicate receipt at the address specified) or on the day of its
transmission by facsimile if transmitted during the business hours of the place of receipt,
otherwise on the next business day. All notices shall be addressed as appropriate to the
following addresses (or to such other or further addresses as the parties may designate by notice
given in accordance with this section):
If to Lessor:
If to Lessee:
The Board of Trustees of the
Leland Stanford Junior University
c/o Stanford Management Company
2770 Sand Hill Road
Menlo Park, CA 94025-3065
Attn: Managing Director Real Estate
Facsimile Number (650) 854-9268
[General Counsel’s office?]
4~
ARTICLE 36. HOLDING OVER
This Lease shall terminate upon the Termination Date and any holding over by Lessee
after the Termination Date shall not constitute a renewal of this Lease or give Lessee any rights
hereunder or in or to the Premises. Any holding over after the Termination Date with the
consent of Lessor shall be construed to automatically extend the Term of this Lease on a month-
to-month basis at a rent equal to the prevailing rate at which Lessor is then offering space in
buildings located in the Stanford Research Park, and shall otherwise be on the terms and
conditions herein specified so far as applicable. Any holding over without Lessor’s consent shall
entitle Lessor to exercise any or all of its remedies as provided in Article 25, and Lessee shall
indemnify Lessor for all losses, costs and other damage incurred due to Lessee’s failure to vacate
the Premises when required to do so.
ARTICLE 37. MEMORANDUM
This Lease shall not be recorded. However, at the request of either party, the parties
hereto shall execute and acknowledge a memorandum hereof in recordable form that Lessor shall
file for recording in the Official Records of Santa Clara County.
ARTICLE 38. GENERAL PROVISIONS
Section 38.1 Broker’s Commissions. Each party agrees to indenmify the other party,
and hold it harmless, from and against any real estate brokerage commissions or other such
obligations incurred by the indemnifying party in connection with the negotiation or execution of
this Lease.
Section 38.2 Severability. In case any one or more of the provisions of this Lease shall
for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision of this Lease, and this Lease
shall be construed as if such invalid, illegal or unenforceable provisions had not been contained
herein.
Section 38.3 Time of the Essence. Time is hereby expressly declared to be of the
essence of this Lease and of each and every term, covenant, agreement, condition and provision
hereof.
Section 38.4 Headings. Article, Section and subsection headings in this Lease are for
convenience only and are not to be construed as a part of this Lease or in any way limiting or
amplifying the provisions hereof.
Section 38.5 Lease Construed as a Whole. The language in all parts of this Lease
shall in all cases be construed as a whole according to its fair meaning and not strictly for or
against either Lessor or Lessee. The parties acknowledge that each party and its counsel have
reviewed this Lease and participated in its drafting and therefore that the rule of construction that
any ambiguities are to be resolved against the drafting party shall not be employed nor applied in
the interpretation of this Lease.
Section 38.6 Meaning of Terms. Whenever the context so requires, the neuter gender
shall include the masculine and the feminine, and the singular shall include the plural, and vice
versa.
Section 38.7 Attorneys’ Fees. In the event of any action or proceeding at law or in
equity between Lessor and Lessee to enforce or interpret any provision of this Lease or to protect
or establish any right or remedy of either party hereunder, the party not prevailing in such action
or proceeding shall pay to the prevailing party all costs and expenses, including without
limitation, reasonable attorneys’ fees and expenses (including attorneys’ fees and expenses of in-
house attorneys), incurred therein by such prevailing party and if such prevailing party shall
recover judgment in any such action or proceeding, such costs, expenses and attorneys’ fees shall
be included in and as a part of such judgment.
Section 38.8 California Law; Forum. The laws of the State of California, other than
those laws denominated choice of law rules which would require the application of the laws of
another forum, shall govern the validity, construction and effect of this Lease. This Lease is
made and all obligations hereunder arise and are to be performed in the County of Santa Clara,
State of California. Any action which in any way involves the rights, duties and obligations of
the parties hereto may (and if against Lessor, shall) be brought in the courts of the State of
California located in Santa Clara County or in the United States District Court for the Northern
District of California, and the parties hereto hereby submit to the personal jurisdiction of said
courts.
Section 38.9 Binding Agreement. Subject to the provisions of Articles 22 and 23, the
terms, covenants and agreements contained in this Lease shall bind and inure to the benefit of the
parties hereto and their respective successors and assigns.
Section 38.10 Entire Agreement. This instrument, together with the exhibits hereto, all
of which are incorporated herein by reference, constitutes the entire agreement between Lessor
and Lessee with respect to the subject matter hereof and supersedes all prior offers, negotiations,
oral and written. This Lease may not be amended or modified in any respect whatsoever except
by an instrument in writing signed by Lessor and Lessee.
Section 38.11 Quiet Enjoyment. Lessor agrees that Lessee, upon paying the Rent and
all other sums due hereunder and upon keeping and observing all of the covenants, agreement
and provisions of this Lease on its part to be observed and kept, shall, subject to the exceptions
and reservations referred to in Article 3, lawfully and quietly hold, occupy and enjoy the
Premises during the Term without hindrance or molestation by anyone claiming by, through, or
under Lessor.
" Section 38.12 Termination Not Merger. The voluntary sale or other surrender of this
Lease by Lessee to Lessor, or a mutual cancellation thereof, or the termination thereof by Lessor
pursuant to any provision contained herein, shall not work a merger, but at the option of Lessor
shall either terminate any or all existing subleases or subtenancies hereunder, or operate as an
assignment to Lessor of any or all of such subleases or subtenancies; provided that this Section
shall not be deemed to supersede the provisions of Section 23.1 above.
Section 38.13 Estoppel Certificates. Either party, at any time and from time to
time within ten (10) business days after receipt of written notice from the other, shall execute,
acknowledge and deliver to the requesting party or to any party designated by the requesting
party, a certificate stating: (a) that Lessee has accepted the Premises (if true), (b) the
Commencement Date and Expiration Date of this Lease, (c) that this Lease is unmodified and in
full force and effect (or, if there have been modifications, that same is in full force and effect as
modified and stating the modifications), (d) whether or not there are then existing any defenses
against the enforcement of any of the obligations of the reporting party under this Lease (and, if
so, specifying same), (e) whether or not there are then existing any defaults by the other party in
the performance of its obligations under this Lease (and, if so, specifying same), and (f) any
other factual information relating to the rights and obligations under this Lease that may
reasonably be required by any of such persons. Failure by either party to execute, acknowledge
and deliver such certificate shall be conclusive evidence that this Lease is in full force and effect
and has not been modified except as may be represented by the requesting party.
IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease by proper
persons thereunto duly authorized as of the date first above written.
THE BOARD OF TRUSTEES OF THE LELAND
STANFORD JUNIOR UNIVERSITY
By Stanford Management Company
By
Print Name:
Title:
THE CITY OF PALO ALTO
By
Print Name:
Title:
EXHIBIT A
Legal Description of Premises
47
EXHIBIT A-1
Permitted Exceptions
EXHIBIT B-1
H-P Access Agreement
EXHIBIT B-2
BP Access Agreement
EXHIBIT C
Access Easement
EXHIBIT D
Stanford Research Park Handbook
EXHIBIT E
Tri-Party Agreement
STANFORD UNIVERSITY
OFFICE OF THE PRESIDENT
September 4, 2001
Frank Behest
City Manager
City Of Palo Alto
Palo Alto, CA 94301
FOR HAND DELIVERY
Dear Frank:
I am pleased to transmit to you the attached Ground Lease and the Development
Agreement that have been negotiated with the City staff under your leadership.
Together, these documents implement our offer to the City of Palo Alto specified in
our October 5, 2000, letter to Mayor Kniss, a copy of which is appended here. Stanford
will execute these documents. Any changes would require renegotiation.
Execution of these documents will provide the City with the use of the Mayfield
site for a community center for a period of 51 years for $1 per year and will provide
Stanford with vested rights for development elsewhere in the research park. Provision has
also been made in the ground lease to accommodate a special sublease from the City to the
Jewish Community Center.
The entire set of arrangements involving the School District, the Jewish
Community Center, the City, and Stanford constitute what the Palo Alto Weekly called the
most complicated real estate deal in the history of the City.
We at Stanford wish to commend all those involved for their dedicated, good faith
labors to resolve several community problems in a manner respectful of and satisfactory to
all parties.
,r of Government
and Community Relations
Jewish Community Center
Palo Alto Unified School District
482 GaLvzz M.~I.L, MC 2040 ¯ STA~WORD, CA 94305-2040 ¯ TE~. (650) 725-3320 ¯ FAX (650) 725-3577
October 5, 2000..
Th£ Honorable Liz Kniss "
Mayor
City of Palo. Alto
250 Hamilton Avenue
Palo Alto, CA 94301
Dear Mayor Kniss:
Thank you for mee.ting with Stanford representatives last We~k.
¯In response to your request, we have considered ways to assist the City’s
’ ..efforts to replace Community services that wo ,uld be lost.if the Jewish. . ..- ¯ ..¯CommunityCenfer Were .displaced from the Terman site. We have explored the ....
suggestion that development rights might be ~ansferred between Stanford¯properties in the City in such a manner that would permit creation of a new
community center.
We have also given further consideration to the City’s concern that future ¯
new academic facilities or housing approved under a Santa Clara County
. Community Plan and modified General Use Permit might create a burden on.
Palo Alto’s community services. We do not believe that sui_ch, a burden exists or
would exist. Nevertheless, we are mindful of the City’s concerns, and we are
pleased to address them.
Accordingly, in order to permit the City to create a new community
¯ center, that could include the Iewish Community Center should it be relocated
from Terrnan, Stanford.is prepared to make the following.offer to the City of Palo
¯ .Alto. This Offer is a package; and each provision must be accepted by both the ....
Ci~ and Stanford. . ....
i S~anf0~d p~Spose~ i0: ~e.the .Mayfieldsite_(app~oxi .~a~ely6.a~6s"- .,-..!.¯. at the intersection or.E! Camin6 and Page Mill Road) av.ailable on ..:... -..
...an as-is basis to the City of Palo Alto foranon:prdfit communlty. ’ .
center (e.g.; the Jewish Community Center) on the terms described
below; " "
GOVERNMENT AND COMMUNITY RELATIONS o BLgLDING 170 ¯ STANFORD, CA 94305-2040 ¯ TEL (650) 725-3323 ¯ FAX (650) 725-3326
The Honorable Liz Kniss
City of Palo Alto
Page 2 of 3
S[ardord will lease the property to the City of Palo Alto for 51 years
at a rent of $I per year provided that equival~m[ development
:rights aze.transferred by. appropriate action of the Ci~ to a site or
sites in the S~arfford Research Park acceptable.to Stm-fford on the
terms described below. The le’ase Shall hot be effective until the
transfer of development rights is completed.
The transferred development rights.shall.allow uses-permi~ed by
the current zoning and Comprehensive Plan. provisions applicable
to fiie S~=nford Research Park and shall be vested for 25 years by a ¯
Development Agreement (as provided in sections 65864 ef seq. of
the Government Code), the terms of which are consistent with [hi.’s
proposal and acceptable .to Stanford. The Agreement shall establish
a vested right of Stanford to the existing improvements on the site
or sites (and replacements that do not exceed the current density)
plus 100,000 square feet of new construction (6r the amount.the
-:Cityputs on.the Mayfield site, whichever is larger) repres.enting the:
¯ trafuSfer.bf equival.entdeVeloprnent rights fro~ [he Mayfield site. "
Although Stanford does not believe that a modified GuP would
result in a communityservices burden on the City of Palo Alto, the
,City will agree that conveyance of the lease on the Mayfield site
will constitute full mitigation of any community services impact
that ~might be de&med to occur under a modified General Use. ".
Permit now under cOnsideration by Santa Clara County.
Fur~ermore, this offer is contingent upon .(i) approval by Santa "
¯ Clara County of a modified General Use Permit that is acceptable to
Stanford, in its sole discretion, and (ii) final resolution of any
litigation that may arise in connection with the Community Plan
and modified General Use Permit. If the preceding conditions are
not fully met by.March 31, 2001, then Stanford Shall have ~e right
to terminate this offer. .. . ....... . ..
... Stanford is willing to offer the Mayfield site now, which has a fair.market
. value of tens.of millions Of doilars~, even though Stanfordmaynot exerdse its"..
¯ " . ":transferred development rightsfor manyyears. We do.thi.’S in the tiopethat this
" " "..." Offerwill break the dead!ock that has developed in finding a solution to the
" difficult problemof 6pening a new middle school and still retaining a
Community Center. For more than a year now, Stanford has worked wi~.the.
The Honorable Liz Kniss
City of Palo Alto.
Page 3. of 3
Palo Al~o Unified School Districf, the Jewish Community Cenfer, and the City to
help find su~ a solution. We are deeply appreda~ve of ~e dedicated Work by
all parties to find a solution. Yet.we worry that WithoUt a’bold.new approach
¯ere may not be tiff}ely resolution of the pressing problem.
¯ ’ ’ Weto~k £orw:ard to.working With theCity ~d Otherparties’tos~rea~n
thid community which is a source of pride to all of us. ’
Sincergl~,, " ..
~Dire~tor, Govermnent and
/ Community Relations
JohnL. I-Ienness~, President " ’-
Issac Stein, Chairman, Stanford University Board of Trustees