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HomeMy WebLinkAbout2000-04-10 City Council (13)City of Palo Alto City Manager’s Report TO:HONORABLE CITY COUNCIL FROM:CITY MANAGER DEPARTMENT: PLANNING AND COMMUNITY ENVIRONMENT DATE:APRIL 10, 2000 CMR:218:00 SUBJECT:SECOND READING OF ORDINANCE ADOPTING SOUTH OF FOREST COORDINATED AREA PLAN - PHASE I AND OF DEVELOPMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND THE PALO ALTO MEDICAL FOUNDATION, AND ADOPTION OF A BUDGET AMENDMENT ORDINANCE FOR ACQUISITION OF CERTAIN REAL PROPERTY OWNED BY THE PALO ALTO MEDICAL FOUNDATION REPORT IN BRIEF This report is prepared for the second reading of the actions taken by the City Council at their meeting of March 27, 2000. This report addresses the final conditions and modifications to the South of Forest Consolidated Area Plan (SOFA CAP) for Phase I, and the Development Agreement between the City of Palo Alto and the Palo Alto Medical Foundation. As part of the Development Agreement, this report addresses the feasibility and estimated cost for use of the Roth Building as a community facility. The report also requests the Council’s approval of a Budget Amendment Ordinance for the purchase of property identified in the Development Agreement and a resolution of intent to reimburse expenditures from the proceeds of obligations to be issued by the City. CMR:218:00 Page 1 of 12 RECOMMENDATION recommends that the City’ Council:Staff 1.Adopt the SOFA Coordinated Area Plan - Phase I; Approve the Development Agreement (DA) between the City of Palo Alto and the Palo Alto Medical Foundation (PAMF). Approve a Budget Amendment Ordinance in the amount of $9,938,000 for the acquisition of certain real property owned by the Palo Alto Medical Foundation and corresponding reduction of interest income of $125,000 in the General Fund and $27,000 in the Commercial Housing In-Lieu Fund. o Approve a Resolution declaring the intention of the City Council to reimburse expenditures from the proceeds of obligations to be issued by the City and directing certain actions. BACKGROUND On March 27, 2000, the Council adopted the South of Forest Coordinated Area Plan - Phase I (SOFA CAP) and approved a Development Agreement between the City of Palo Alto and the Palo Alto Medical Foundation (PAMF). The SOFA CAP includes policies, development standards and design guidelines that will guide public and private development as part of the Palo Alto Comprehensive Plan. The Development Agreement provides for entitlements, obligations, and conveyance of certain properties for private and public development in conformance with the adopted SOFA CAP. As part of the Council’s action on the two items described above, the Council also approved amendments and further direction to be included in the implementation of the SOFA CAP and Development Agreement. The Council asked that the staff return with the second reading of the Ordinances adopting the SOFA CAP and address these actions. There were essentially fourteen separate additions to the .motions adopting the SOFA CAP and approving the Development Agreement. Attachment G of this report contains the revised SOFA CAP - Phase I Ordinance and Attachment H contains the revised Development Agreement. DISCUSSION The following represents a summary of the Council’s action and staff’s incorporation into the appropriate documents. The text of the City Council’s additional conditions and modifications are shown in Attachment C, which is an exhibit to the Ordinance adopting the CAP. 1.Include SummerHill’s proposal to delete the frurth floor condominiums in Block B and maintain a maximum 35-foot eave height and a 45-foot peak height. CMR:218:00 Page 2 of 12 The development standards to which SummerHill has committed are contained in the SOFA CAP Attached Multiple Family (AMF) designation. Therefore, following the Council’s direction, these maximum height standards will be strictly applied during the design review process for the Block B condominium project. Also, Exhibit D-6 in the Development Agreement contains an additional statement that stipulates that there shall be no individual fourth floor units. Add 20 parking spaces within the Block C Mixed Use Development that would be used for additional affordable housing units on the 1.23 acre BMR site. The Development Agreement, Exhibit D- 1, contains an additional statement requiring the developer to provide for 20 "additional parking spaces" to be dedicated to future affordable housing units. In Block C, to combine the two parking ramps into one off Ramona Street to serve both the affordable housing and mixed use development, with the cost borne by the commercial structure if technically and economically feasible. Staff is recommending that this action be treated as direction to the City staff and the developers for the overall development of Block C. Insofar as this applies to two adjacent, yet discrete development projects, the logistics of developing an access ramp to two separate below ground parking structures needs to be explored in more detail. The issues of location and number of ramps, timing with development, and overall efficiency would need to be resolved. Staff would propose to further explore with the developer an underground parking structure that may also have two levels under the affordable housing site as well as the mixed-use development. There is potential to add parking to serve the Below Market Rate (BMR) housing, child care center, and provide daytime parking for the Roth Building. There are no changes to the Development Agreement required to implement this direction, but it is reflected on Attachment C as it will be shown on the ordinance adopting the CAP. 4. Consider moving 840 Bryant Street on the Block C BMR site, if feasible. Similar to No. 3 above, the staff considers this to be the Council’s direction for the future development of the Block C BMR site, which will be acquired by the City, and developed through an Request for Proposals (RFP) with an affordable housing developer. The staff interprets this Council direction to mean that the BMR site should be developed to create as efficient a site as possible to maximize the number of affordable multiple-family units on the 1.23 acre site. CMR:218:00 Page 3 of 12 o ° There are no changes to the Development Agreement required to implement this direction, but it is reflected on Attachment C as it will be shown on the ordinance adopting the CAP. and 6. Put a cap on the Block C office development of 30,000 square feet, with 96 employees, to be measured as work stations. This amendment is combined with No 6, also on the Block C office development, that the developer shall develop a Transportation Demand Management(TDM) Program, with the goal of a 15 per cent trip reduction, including the purchase of ECO passes, and the inclusion of financial penalities if trip reduction goals are not attained. The objective of this Council direction is to reduce the impacts from office development on the immediate area, specifically, the impacts from increased automobile trips and increased pressure on on-site and off-site parking. The implementation of this amendment through the Development Agreement would fall on the development permit conditions placed on the new office development. This, in turn, would ultimately be placed on the enforcement of any conditions and program implementation. The most effective way to measure compliance is through the use of the number of AM and PM ~’ehicular trips generated by office employees and trip reduction measures, and not counting workstations or employees. The developer would be required to prepare a program that would achieve the requirement of the Development Agreement, as well as one that can be measured through acceptable and reasonable enforcement by the City staff. The Development Agreement (Exhibit D-1) contains an additional provision that requires the developer and City Transportation Division prepare an "Employee Management and Transportation Demand Management Program." This program shall include measures, monitoring and penalties for all future use of the office development that would reduce employee trips including,, but not limited to, peak hour trips, commuter coordination measures and financial penalties for excessive vehicular trips. The program shall be prepared to the satisfaction of the Director of Planning of Community Environment prior to the issuance of any final development permits for the mixed use development. The Development Agreement is for 10 years, but conditions for Block C are to last 20 years. The Development Agreement (Exhibit D-l) contains an additional provision that all conditions placed on this development parcel, described in the agreement, shall commence as of the effective date, and shall continue for twenty (20) years from the effective date of the Agreement. CMR:218:00 Page 4 of 12 8.On the Block C mixed-use development for 30,000 square feet of office, 2,000 square shall be developed and used for showers, changing rooms and conference rooms. The Development Agreement (Exhibit D-1) contains an additional provision that requires that a minimum of not less than 2,000 square feet of the total 30,000 square feet shall be developed and used for common use for employees, including showers, changing rooms, employee break rooms, break-out rooms and conference rooms. The 2,000 square feet shall be reduced by one square foot for each square foot that the office building is less than 30,000 square feet. 9. The French Laundry building shall retain a significant portion of the historic fagade. The Development Agreement, as proposed, requires that the French Laundry building be rehabilitated in substantial conformance to the Secretary of Interior’s Standards for Rehabilitation. As currently worded, the Development Agreement would require the developer to retain all of the fagade and a significant portion of the historic elements of the rest of the building. There are no revisions to the Development Agreement required to implement this direction. 10.Verify annually that the Block C mixed-use residential units are actually residential and establish a program to ensure that the units remain residential. The conditions of approval for the development permits for this development shall limit the residential units as exclusive for residential use and that use shall be enforced through the development and occupancy permits. There are no revisions to the Development Agreement required to implement this direction. 11.Direct staffto work with the property owners of the office building at 828 Bryant Street to address their request to add a mixed-use overlay (MUO) on the property. Under the SOFA CAP, the property and existing professional office use would be designated as AMF. Staffhas met with the property owners and their attorney and has committed to meet again in the coming weeks to discuss the opportunities and timing for their request to add the MUO to the site. There are no revisions to the SOFA CAP required to implement this direction. CMR:218:00 Page 5 of 12 12.All designs will go to the Architectural Review Board and the Historic Resources Board (ARB/HRB) with three dimensional renderings. All of the development proposed for Blocks A, B, C and H shall be subject to a combined ARB/HRB design review process established through the SOFA CAP. The Council direction is clear, and staff would propose to include this direction in the development application and design review process. There are no revisions to the SOFA CAP or Development Agreement required to implement this direction. 13.Remove the provision in the SOFA CAP that allows for two contiguous lots in the AMF designation to be combined for the purpose of calculating the overall FAR. This would result in the reduction of the FAR from 1.8 to 1.5 for AMF development on Block A. Furthermore, revise Exhibit D-5 of the Development Agreement, as follows: A. Parcel Size: Two parcels will be merged along with an area from an adjacent parcel to form a new parcel of 35,565 square feet. B.Development Standards: Zoning standards and design guidelines pertaining to AMF development shall apply. The allowable FAR shall be 1.5. The developer has agreed to meet the AMF FAR of 1.5 on its development for Block A. In response to this requirement, the final parcel size for the Block A development shall be amended to add 2,000 square feet to the original proposed parcel. This would increase the new development parcel from 33,565 to 35,565 square feet. Essentially, by reducing the FAR from 1.8 to 1.5 on the original parcel, the condominium development for Block A would be reduced by approximately 9,000 square feet of building area. The addition of 2,000 square feet to the parcel w.ould allow the development to meet the FAR of 1.5 and recapture approximately 3,000 square feet of building area. The adjusted parcel would occur from reducing the parcel that contains the 737 Bryant Street Victorian structure. Staff has analyzed this change and the resulting parcels proposed for development (see Attachment A). The amended parcelization would create a parcel size of approximately 9,461 square feet for 737 Bryant Street. This would create a parcel that is below the minimum lot size of 10,000 square feet for the AMF designation. The SOFA CAP, Chapter IV, provides for the Director of Planning and Community Environment to make minor exceptions to development standards insofar as the exception does not increase the maximum floor area. The development, with the rehabilitation of 737 Bryant, would still have a FAR below 1.0. The development is also meeting its parking requirement by leasing twelve spaces from the Block A condominium garage, and therefore onsite parking would not be affected by the parcel reduction. Although it would reduce the rear yard area, this could result in a better development site with landscaping of the remaining site CMR:218:00 Page 6 of 12 surrounding the rehabilitated historic structure, and removal of the non-complying onsite parking. The amended parcel for the condominium development would also allow for better parcel lines on the side and rear setbacks of the new parcels, effectively cleaning up the final parcel lines to be parallel with the street frontage. It would add usable open space to the residential development. The Development Agreement has been revised accordingly. As a result of Council direction, the SOFA CAP will also be amended to remove the language that provides for the averaging of FAR with two contiguous parcels. 14.That the Council modify its action deferring a final decision on acquiring the Roth Building so that staff can present the feasibility analysis on or before April 10, 2000. At the Council meeting of March 27, the Council requested that staff provide further documentation regarding the potential costs involved with developing the historic Roth Building as a future City facility. The concern raised by the Council was primarily the unknown costs that the City may be inheriting with the purchase, and therefore the viability of it as an investment at this time. As has been stated in previous Council reports, the staff has engaged professional consultants to analyze all of the City acquisitions related to the Development Agreement: the Roth Building, land for the neighborhood park, and the affordable housing site. The staffhas contracted with the architectural firm of Stoecker and Northway to analyze the feasibility and cost for the structural and architectural retrofit of the Roth Building. Stoecker and Northway has also used the engineering firm of Rinne & Peterson to develop the analysis. A copy of its report is included as part of Attachment B of this CMR. The report addresses two key elements regarding the Roth Building: the cost of structural upgrade and the potential for use of the building interior for a community facility. The report concludes that the structural upgrade would cost approximately $1,500,000. Using the Stoecker and Northway cost estimate, the following table represents the development costs associated with the Roth Building: CMR:218:00 Page 7 of 12 Elements Land Acquisition - 0.41 acres Site Delivery- Demolition of Wings Roth Building Development Estimated CostCPA Development Costs a) Structural and Architectural upgrade of Building Shell $1,958,100 $ 250,000 $1,500,000 b) Tenant Improvements $1,430,000 c) Landscaping d) Design Development Development Total $ 35,000 $ 450,000 $5,623,100 The cost estimate for the demolition includes the removal of asbestos material. The tenant improvements stated above are based on $120.00 per square foot for a 13,000 square foot building. The landscaping costs were developed by the landscape architect, Dillingham & Associates as part of the park development. This estimate represents landscaping only around the Roth Building, 0.41 acres. Therefore, the cost for the physical rehabilitation and development of the Roth building as a community facility is estimated at approximately $3,665,000 after the purchase. The structural estimates are based on Stoecker and Northway analysis, and the tenant improvements are based on the need to add new systems such as HVAC, electrical, etc. as well as the appropriate interior finish for a community facility. The estimate also provides for an additional 3,000 square feet (basement, stairway, rear access, etc.) The historic portion of the Roth building is approximately 9,923 square feet. By comparison, the existing downtown library is approximately 8,400 square feet. Based on the cost analysis presented in this report, the location of the Roth Building to City Hall, and the market opportunities that are present in Palo Alto, staff continues to feel strongly that this acquisition presents an excellent opportunity for investment and future development by the City. CMR:218:00 Page 8 of 12 A remaining issue related to the Roth Building would be the development of public parking to serve it and other uses in the area. The specific use of the Roth Building would dictate the amount of parking needed. Staff has explored opportunities with respect t9 this element. Currently, the most logical is based on the opportunity presented by the Block C office development (the provision for 60 weeknight and weekend parking~ and the Council direction to explore joint parking ramps, which has raised an potential opportunity for additional parking below the affordable housing site. The proximity of the parking would be an excellent opportunity for shared daytime parking with the Roth Building, child care, park, and other uses in need of public parking. This would be similar to an arrangement that staff would entertain if the Roth Building were developed for private offices. The ability for shared parking between weekday and evening/weekend uses greatly enhances the overall development of the properties by reducing total number of spaces and costs for construction. Staffhas discussed this with the developer, who has indicated willingness to explore the development of a parking facility. The final element related to the Roth Building is the potential programming for a community facility. The report prepared by Stoecker and Northway concludes that the interior space, specifically, the load bearing walls, are such that the building would provide good opportunities for a more open area development and program. This flexibility adds gre.atly to the use of the building as a library, community center, or additional office space. RESOURCE IMPACT The financial impact to the City from purchasing PAMF land can be viewed in two parts, acquisition and development. The acquisition of PAMF land will immediately impact two City funds as follows: CMR:218:00 Page 9 of 12 Land Purchase -- Housing -- Park -- Roth Building Demolition of Roth Wings General Fund Budget Stabilization Reserve (BSR) $4,709,055 1,958,100 250,000 Commercial Housing In-Lieu Fund $3,008,845 Relocation of 846 Bryant and Demolition of Research Building 475,000 Lease Payment For Residential Parcel 12,000 Total Costs of Acquisition $6,929,155 $3,483,845 To consummate the Development Agreement with PAMF, the City will need to withdraw $6,929,155 from the Ge.neral Fund BSR and $3,008,845 from the Commercial Housing In- Lieu Fund. Upon relocation of the home on 846 Bryant Street, an additional $225,000 must be withdrawn from the Commercial Housing In-Lieu Fund; in addition, based on costs for the demolition of the Research Building, the Commercial Housing In-Lieu Fund is responsible for up to $250,000 of these expenses. Funds for these needs total $475,000 and will need to be appropriated at a later date. It is important to note that the developmentof the 2.0-acre park does not include any additional parking; at worst case, with highest use, parking costs could go as high as an additional $1 million from the General Fund BSR. Alternatively, a lower use might require no additional parking. It is anticipated that the withdrawal of $6.9 million from the BSR will reduce interest income that is used for General Fund services by $500,000 on an annual basis, which equates to a reduction in the BSR of $125,000 for the remainder of this fiscal year. There will be a reduction in interest income in the Commercial Housing In-Lieu Fund of $27,000 this fiscal year. In addition, the BSR withdrawal will reduce funding for the City’s infrastructure program by around $1.0 million for 7 years. Staff recommends using bonds to fund development expenses and potentially acquisition costs for the Park and Roth building. There are two bond instruments available whose use is somewhat dependent upon the timing of park development, the Roth retrofit, and other new City infrastructure projects. The first instrument is Certificates of Participation (COPs). CMR:218:00 Page 10 of 12 The City has used COPs to fund improvements to the Civic Center and Golf Course. These bonds do not represent a new revenue source for the City. Instead, the City is able to pledge an asset, such as a building or land, in return for a series of lease or bond payments over time. Payments to bondholders would come from existing General Fund resources. The City does not need voter approval to issue this type of debt. Issuing COPs for acquisition costs and repaying them over a 25-year period will result in a roughly estimated, annual debt service payment of $610,000. The second instrument is General Obligation (GO) bonds. These bonds need approval by two-thirds of the voters in Palo Alto. They represent a new revenue source since an incremental, ad valorem property tax will be levied on Palo Alto property owners to pay for debt service on the bonds. Generally, GO bonds are used for visible, high profile projects such as acquisition of land and construction of new facilities. The primary advantage of using GO bonds is that the acquisition and/or development expenses would be funded from a new revenue source, alleviating financial pressure on existing General Fund resources. Regardless of which financing mechanism is utilized, if the City wishes to issue debt to fund the acquisition and development costs, a Resolution of Intent to Issue Debt to finance the project must be adopted in advance of the purchase of the property. This resolution is included in the actions requested as part of this staff report. While either bond instrument can be used to fund the acquisition costs and pay for development costs, timing is important. Since the City is considering a variety of new, costly projects such as the Library Master Plan, it is reasonable to approach voters only once for GO bond financing. Staffplans to incorporate the discussion of whether or not GO bonds should be used to finance the PAMF acquisition and/or development costs into the Long- Range Financial Plan Project, which is currently under consideration in the Council Finance Committee. As CMR:192:00 indicates, revenues are anticipated that could be used to offset the acquisition and development costs. If development fees are implemented, the SOFA area is expected to generate approximately $2.7 million over the next decade. In addition, the sale of property by PAMF to Summerhill Homes could generate $.5 million in transfer taxes. These potential revenues would offset the impact of annual COPs payments or the GO bond requirement. PREPARED BY: John Lusardi, Assistant Planning Official CMR:218:00 Page 11 of 12 DEPARTMENT HEAD REVIEW: G. EDWARD Director of Planning and Community Environment CITY MANAGER APPROVAL: HARRISON Assistant City Manager ATTACHMENTS Attachment A: Block A parcel revisions Attachment B:Cost Analysis Report for the Roth Building, Stoecker and Northway Attachment C:City Council’s Additional Conditions and Modifications Attachment D:Budget Amendment Ordinance Attachment E:BAO’s impacting general fund reserves approved to date Attachment F:Resolution of Intent to Reimburse Expenditures from the Proceeds of Obligations Attachment G: Ordinance adopting the SOFA CAP - Phase I Attachment H: Development Agreement between the City of Palo Alto and the Palo Alto Medical Foundation cc:SOFA Working Group SOFA Interested Parties Architectural Review Board Historic Review Board Planning Commission Public Arts Commission CMR:218:00 Page 12 of 12 Proposal February 2000 Revised Proposal March 2000 Waverley St , St 777 Bryant to remain Wavedey St to remain Attached Multiple-Family Housing (30-50 units/acre) Proposed Lot Lines 711II II I:~1 ~f ~i I-~. SOFA Key April 5, 2000 STOECKER AND NORTHWAY ARCHITECTS INCORPORATED 437 LYFI-ON AVENUE PALO A_LTO CALIFORNIA 94301 650 327-7070 FAX 650 32£.9659 April 4, 2000 City Council City of Palo Alto 250 Hamilton Avenue Palo Alto, CA 94301 Subject: Roth Building Dear Council Members, I am happy to submit the following report on the renovation of the Roth Building and its estimated construction costs. The total project costs have been incorporated into the full report of the SOFNPAMF Community Development Proiect and Site Descriptions, Cost Analysis. As someone who has been involved and interested in this site and the original Roth Building for many years, I did take the time to review the full report and would like to offer the following comments. I have reviewed the costs for the project as outlined in the staff report. I believe that the staff has endeavored to be conservative in the estimation of cost. Our office used the same philosophy when we put together the estimated costs for our portion of the work. To be specific it is better to be cautious and error on the high side of cost estimates at this stage of the project so that cost over-runs will be avoided as the project moves toward completion. The work that our office and our consultants were specifically assigned, the structural and architectural renovations, I feel very confident can be accomplished within the parameters described. Both Rinne & Peterson structural engineers and our office are very familiar with the Roth Building because of our work over the years with the Palo Alto Medical Foundation. We both worked from the existing plans of the original building. Because these plans were available and because of the work our offices have done through the years in this building, I feel the possibility of any major surprises occurring when work begins on the building have been greatly reduced. It is right and proper that the Council be concerned that an old building they are about to purchase not become a money sink in order for it to be adapted for public use. Because of our consultant team’s working knowledge of the building, I believe all of the major high cost areas of the renovation have been determined and I would not expect any major surprises that would affect our cost estimates or the scope of work in any major fashion. The issue of parking for the Roth Building has not been studied in this report. The parking need cannot be established until the proposed future use by the City has been determined. It is my understanding that negotiations are underway for the use of a portion of the underground parking on Block C by the Roth Building users. I believe the acquisition of the Roth Building for the not to exceed estimated costs of 5.5 million dollars is something the City must do. An investment in downtown real estate is as close to a no-lose investment as can be made today. With City Hall located in the downtown and the ever increasing need for services and the personnel required to provide these services, an acquisition of this property now will be hailed as visionary, smart, and correct in future years. Yours very truly, Stoel & Northway Architects Inc. C. Northway ROTH BUILDING RENOVATION STUDY PREPARED FOR:THE CITY OF PALO ALTO ARCHITECTS:STOECKER AND NORTHWAY ARCHITECTS INC. 437 LYTTON AVENUE PALO ALTO, CA 94301 (650) 327 7070 STRUCTURAL ENGINEERS:RINNE AND PETERSON 1121 SAN ANTONIO ROAD, SUITE C200 PALO ALTO, CA (650) 428-2860 COST ESTIMATE:DAVIS LANGDON ADAMSON 170 COLUMBUS AVENUE SAN FRANCISCO, CA 94133 (415) 981-1004 TABLE OF CONTENTS SUMMARY OF CONCLUSIONS Page 1 SCOPE OF ARCHITECTURAL REPORT 2-11 STRUCTURAL REHABILITATION REPORT 12-18 STRUCTURAL BUILDING PLANS 19 -21 SMALL STRUCTURAL DRAWINGS 22-42 COST ANALYSIS 43 - 60 SUMMARY OF CONCLUSIONS Roth Building Renovation Study 300 Homer Avenue Palo Alto, California Summary of Conclusions The architectural renovation, restoration and structural up grade of the shell of the Roth Building as outlined in this report, can be accomplished for an estimated construction cost of $1,337,000.00. The building that would result from the renovation and restoration work would provide on both the first and second floors a plan that is much more open than the current interior layout of the building. Because of the need for seismic bracing, there will be some permanent walls as shown of the plans in the report. The majority of the existing bearing walls will be removed and replaced with posts and beams to support the existing roof and ceiling framing. The floor plans resulting from this work would provide a first floor plan of approximately 7171 square feet and a second floor plan of approximately 2752 square feet. The openness of the plans would make them appropriate for many uses including a library. The Roth building’s exterior would be restored as close as possible to its appearance when it was first constructed in 1931. The addition built in 1947 would be removed and the east elevation of the building restored to its original appearance. Windows from the 1947 addition could be salvaged and used on the east elevation restoration. Although these windows are not exactly the same as the 1931 windows, they are closer in appearance than any available contemporary windows. The existing elevator and stair would be removed to be replaced with stairs matching the original design. An elevator that complies with current code requirements would be added. This elevator would be a hydraulic elevator and could be accommodated within the restored building envelope. Although tenant improvements for this building were not included in this study, the value of $120 per square foot as outlined by the city staff is very adequate. This figure would cover the costs for improvement for any of the suggested uses named to date. The tenant improvements would have to include the following: ¯Finished HVAC ¯Finished electrical and lighting ¯Accessible toilet facilities ¯Computer hook-up and installation ¯Interior partitions and finishes ¯Floor and ceiling finishes ¯Any other improvements specific to the final use of the building 8COPE OF THE REPORT This report has been prepared at the request of the Palo Alto Planning Department. Its purpose is to provide information for use in determining the probable cost of renovating the shell of the original Roth Building located at the corner of Homer and Bryant to serve as a future community facility. Because a specific use has not yet been selected, no information related to interior improvements has been provided. The original, U-shaped portion of the Roth Building, was constructed circa 1931 for use as a medical out-patient facility. The floor area was approximately 7171 square feet (first floor), plus approximately 2752 square feet (second floor), for a total of 9923 square feet, not including the partial basement which houses building services only. A "U"-shaped basement, first and second floor at the east side of the building was added circa 1947 to form an "H"-shaped building. - For the purposes of this study, it is to be assumed that the 1947 addition will be demolished and the east face of the building will be restored to match its original appearance. The demolition of the 1947 addition is not included in this report. In order to restore the building to its former appearance and provide a serviceable shell building, the following items must be accomplished: (Refer to notes below for detailed description of the work) 1.Replace windows which were removed from the east wall for the addition. (ten at the first floor, nine at the second floor) 2.Replace one window which was removed from the north side of the first floor. 3.Replace doors which were removed from the east wall for the addition. (four, all at the first floor) 4. Replace second floor roof tile which was removed to accommodate roof of addition. (approx. 10’ x 81’) 5. Replace second floor eaves, gutters, and downspouts ~f~ich were removed to accommodate addition. (approx. 81 lineal feet) 6. Replace first floor eaves, gutters, and downspouts which were removed to accommodate addition. (approx. 36 lineal feet) 7. Remove framing enclosing former porch at the south wall of the building (approx. 11 112 lineal feet); replace guardrail. (approx. 6 lineal feet) 8. Construct two interior stairways. (one from basement to second floor, one from first to second floor) 9. Install an elevator to serve basement, first, and second floor. 10. Replace six downspouts which have been stolen from the existing building. 11. Repair areas damaged as a result of the structural upgrade 2 12.Remove existing brick chimney/flue and replace with a metal flue within a cement plaster surround. 13.Provide a new HVAC system. 14.Provide a new electrical system. Notes: 1,2.Nineteen of the twenty windows required for the restoration are to be salvaged from the 1947 addition. One new six-lite steel sash casement window, approx. 3’-3" x 3’-3", is to be constructed to match the existing windows. 3. Four new five-lite steel sash doors are to be constructed to match existing: two 2’-6" x 7’-0", plus two 3’-0" x 7’-0". 4. Roof tile is two-piece clay mission tile. Replacement tile is to be salvaged from the 1947 addition, and installed over 30# roofing felt, over existing sheathing. 5,6,10. Eaves are to match existing (see attached details). Gutters, downspouts, and scuppers are to be copper. Gutters and scuppers may be salvaged from the 1947 addition; downspouts are to be new, to match existing. 7.Provide 3-’6" high painted wood rail with turned balusters at 4" o.c. 8.New stairways are to match prior detailing, with modifications as noted on attached details. 9. The new elevator is to be a three-stop oil hydraulic passenger elevator, 3000 # capacity, with a minimum 6’-8" x 5’-6" platform. All controls are to comply with current accessibility codes. 11. Wall construction at repaired areas is to be as follows:concrete infill as required by structural upgrade, with cement plaster hand-troweled exterior finish and gypsum plaster hand-troweled interior finish. 12. Chimney construction is to be as follows: Cement plaster over 15# building felt over plywood over 6"x 18 gauge metal studs at 16" o.c. The profile is to match attached drawing. 13. Provide heat pumps located at grade, and air handlers located in the attic. Distribution will vary depending upon the space plan, and is not included in this report. 14. It is assumed that the electrical service capacity of the existing building is sufficient to handle anticipated loads. Provide a new main switchboard at the basement, with a new subpanel at the first floor. Distribution will vary depending upon the space plan, and is not included in this report. \,, ,, /" I I II 7 i I J I STRUCTURAL REHABILITATION REPORT ~~~unnnnnummm F~Po,~-,’: mnmmmmmnmnumnRoth Building Seismic Rehabilitation Feasibility Study,~wmn 300 Homer Avenue Palo Alto, California ~1! CLIENT: Stoecker & Northway Lytton Avenue Palo Alto, C~lifornia STRUCTURAL ENGINEER: RInne & Peterson I 121 San Antonio Road Suite C200 Palo Alto, California 94303 (650) 428-2860 R&P #MOO 13 March 10, 2000 STUDY ONLY - NOT FOR CONSTRUCTION ] 11 Roth Building - 300 Homer Street Seismic Rehabilitation Feasibility Study 3/10/00 Table of Contents Page Section Description I I I II 2 III 3 IV 4 V 5 VI 6 VII Purpose Rehabilitation Objectives Building Description Findings Method of Analysis and Assumptions Areas for Further Study Reference Materials m mmmmm mmmm|mmmmmmmmmmm Purpose This seismic rehabilitation feasibility study has been prepared for use by Stoecker and Northway Architects and the City of Palo Alto Planning Department. The purpose of this report is to identify the extent of seismic rehabilitation ofthe existing building to meet the stated Rehabilitation Objectives, in order that a Feasibility Study level cost estimate can be prepared by others. The use of this evaluation report for other purposes, or by other parties, or at other times is inappropriate as requirements, conditions and expectations may change. This study has been based on numerous assumptions, and no testing or detailed inspection of the existing construction has been requested or provided. Due to the schematic level of design prepared for this feasibility study, the results of an actual design may vary, and an allowance for contingencies should be included in budgets for rehabilitation. Rehabilitation Objectives The rehabilitation Performance Objective for this study is the Basic Safety Objective (BSO) of FEMA 273 (NEHRP Guidelines for the Seismic Rehabilitation of Buildings, October 1997) for the original Roth Building located at 300 Homer Street in Palo Alto. These guidelines provide a "set of technically sound, nationally applicable guidelines ... fo.r the seismic rehabilitation of buildings." The BSO is met when the rehabilitated building meets "Life Safety Level" in resisting "Basic Safety Earthquake I" (BSE-I) and "Collapse Prevention Level" in resisting "Basic Safety Earthquake 2" (BSE-2). BSE- I is also known as an earthquake with a 10% probability of exceedance in 50 years (or a Return Period of roughly 500 years), BSE-2 is a more rare and therefore larger seismic event; it is also know as an earthquake with a 2% probability of exceedance in 50 years (or a Return Period of roughly 2,500 years). Life Safety Level is the level of performance where the "structure remains stable and has significant reserve capacity; hazardous nonstructural damage is controlled." Collapse Prevention Level is the level of performance where the "building remains standing, but only barely; any other damage or loss is acceptable." The implied factor of safety of the FEMA 273 approach is slightly less than that of the current building code, this was judged acceptable by the committee "chat developed these Guidelines. Since the analysis methods required in the Guidelines are much more rigorous than the simplified code approach, this difference is justified. Roth Building- 300 Homer Street Seismic Rehabilitation Feasibility Study 3/10/00 III Building Description iiiir-li mmmmmmmmmmmmmmmmmmu The Roth Building is among the three existing buildings at the site. This ’U’ shaped building, approximately I 0,000 square feet, was designed in 193 I, and is included in the National Register of Historic Places. The two legs of the ’U’ are single story with the bottom of the ’U’ having both a second story and a partial basement. Another ’U’ shaped building was constructed in 1946 and was attached to the 1931 building at the bottom of the ’U’ to form an ’H’. The most recent of the three building is adjacent to the east side of these buildings. It is assumed that the two newer buildings will be demolished and are not included in this study. Roth (1931) 194~ AdditionII I Lee Addition The building has clay tile roofing supported by a Ix 6 straight-sheathed wood diaphragm over wood framing and wood truss framing members. The second floor and the first floor over the basement were observed to have Ix6 diagonal ~heathing over 2x wood joists. Neither nailing nor floor boards (above the diagonal sheathing) were observed. The remaining area of the first floor is 4" slab on grade. The exterior first and second floor walls are primarily 8" thick reinforced concrete walls, although the rear elevation originally consisted of 12" concrete columns and beams with 8" hollow clay tile in-fill at the first floor walls. It is assumed that a majority of this tile was removed for the 1946 expansion, although some may remain. At the first floor, a concrete frame of 12" columns and beams supports the concrete walls that form the perimeter of the second floor above, as well as down the middle of the second floor. There are numerous interior wood-framed plaster walls, typically the walls along each side of the corridor are bearing walls for the roof structure above. Other non-load bearing interior walls are wood-framed with plaster. 18 Roth Building - 300 Homer Street Seismic Rehabilitation Feasibility Study 3/10/00 IV Findin£,~ mnmmmmmmmnun The elements that require rehabilitation to meet the stated criteria are shown on the enclosed drawings and include: The strength and stiffness at the lower floor of the existing concrete frame (below the second-story exterior walls) needs to be improved by adding new concrete shear walls around the original window openings. The strength of the existing rear shear wall needs to be improved by adding structural steel collector element to inside of wall and by adding new concrete in-fill in an area that was removed for ~he 1947 addition. Two new interior steel braced frames are required in the two-story area between the roof and the basement A system of wall ties and cross ties is required at the high roof, low roof, and second floor, this requires introducing additional wood framing, blocking and ties. So The strength of the roof diaphragm needs to be improved by adding new plywood at the bottom of the ceiling joists, with a new ceiling below. (Another option would require that the tile roofing be removed and replaced over new plywood sheathing). The connection of the wood sill or ledger framing to the perimeter concrete walls would need to be rehabilitated with new epoxy anchors. 0 The strength of the second floor diaphragm needs to be improved by adding a new plywood overlay over the existing floor sheathing. (Another option would require that the existing ceiling below be removed and the plywood added at the bottom of the ceiling joists, with a new ceiling added below). The connection of the wood sill or ledger framing to the perimeter concrete walls would need to be rehabilitated with new epoxy anchors. The connection of the wood sill or ledger framing to the perimeter concrete walls at the first floor (over basement) would need to be verified and potentially rehabilitated with new epoxy anchors, similar to the second floor. 8.Nonstructural elements that require rehabilitation to meet the stated criteria include: a.The existing brick flue/chimney shall be removed and replaced with a metal flue pipe and wood framing with stucco to match existing details. b°Any existing fluid and gas piping over 2- I/2" diameter throughout the building (supported on hangers 12" or more in length) would be required in accordance with current code guidelines. c.The four water existing water heaters and the boiler in the boiler room need to be anchored to at the base to prevent damage to the structure and the equipment. Abandoned equipment, if any, should be anchored, or removed. 14 Roth Building - 300 Homer Street Seismic Rehabilitation Feasibility Study 3/10/00 V Method of Analysis and Assumptions iiiiii mnmnnmmllnlmmulmumunnj The building is located in a region of high seismicity, and the seismic rehabilitation has been developed for the Basic Safety Objective performance level, as required by the proposal. In the investigation of the 1931 building Rinne & Peterson Structural Engineers used FEMA 273 as a guideline for the proposed rehabilitation options presented throughout this report. The following assumptions were made based on the existing 1931 drawings and construction practices and materials used in the 1930’s. I.Concrete compression strength: tic=2,000 psi. 0 ° Reinforcing steel tensile strength: fy=33,000 psi. No soil report was availabl~ for the site, so soil profile Class D was assumed according to FEMA 273 and information available from a nearby project. 0 The original stair opening was eliminated when the 1946 building was added, it is assumed that this original opening will be re-introduced into the building to support a new code- compliant stair. Foundation/geologic hazards were not reviewed as part of this evaluation. Interior walls may be removed, several corridor walls are bearing walls and removal would require installation of new supports. The adjacent excavated area (1947 basement) will be backfilled to ground level, or a substantial concrete diaphragm will exist at the ground level. 15 ’Roth Building - 300 Homer Street Seismic Rehabilitation Feasibility Study 3/10/00 VI Area for Further Study iiiiiiJmmmmmunnl|mm|lmmnlnnmu ’ In order to refine this study beyond the schematic design stage, certain areas of additional study are indicated. Existing drawings for the building do not describe the material properties used during construction. Several decades have passed since the construction of this building. The advances in concrete technology since that time makes the use of common material properties in use today imprudent. FEMA 273 recommends the use of the lower bound values so the designer does not overestimate the capacity of the structure. This methodology can lead to conservative results. As a result, to develop a more precise understanding of the buildings’ ability to resist lateral forces, testing should be performed as part of any detailed design. Testing shall conform to FEMA 273 guidelines for type and number of tests required (removal and replacement of the structural elements and the architectural finish is required at all test locations): TYPE OF TEST Concrete Strength Wood and Concr’ete Details Wood Grading NUMBER OF TESTS 12 Cores minimum in walls for compression tests. 9 Coupon tests minimum of bars removed from existing walls and columns. Uncover per FEMA 273 Section 6.3.3.2 At ledgers and floor sheathing. 0 ° The existing building drawings show the existing in-fill clay tile walls (in the basement, and at the "Rear Elevation" of the first floor) hav.e horizontal reinforcing, #3 at 24"o.c. Several walls were removed for the 1946 addition, and the exact extent should be determined. Removal may be the most cost-effective rehabilitation, depending on the extent. The connection of this reinforcing to the frame is unknown and should be investigated. The lack of a positive connection could create a life safety hazard if the wall has inadequate resistance to out of plane forces. The construction of the second floor diaphragm should be investigated, it is at least Ix diagonal sheathing. The drawings do not show the diaphragm or its connection to the concrete beams. The site visit was unable to reveal any details. Certain assemblies of diagonal sheathing combined with straight sheathing (if properly nailed) may have substantial shear capacity that may eliminate the need for some, or all, of the second floor plywood diaphragm. The roofing was not evaluated as part of this study. Loose roof tiles would be a hazard (particularly at exits) and a qualified roofing contractor should inspect the wire attachments if the roof is to remain. The connection of the first floor diaphragm should be investigated at the perimeter. Although minor in force level and extent, some upgrade of the existing ledger connection may be justified based bn existing field conditions. A brief site visit was made to obtain information regarding building configuration and floor framing. A more in-depth observation to confirm that the available construction documents are generally representative of the existing conditions, and to solicit detailed information, should be a part of a detailed design. Roth Building - 300 Homer Street Seismic Rehabilitation Feasibility Study 3/I 0/00 VII Reference Materials ii|iii mmmmmm lmmm Drawings, "Office Building for Doctors Lee Roth Clark & Wilbur", Birge M. Clark, Architect, Dec 19, 1931 as follows: o Drawing Number I 2 3 4 S 6 7 8 9 Title Basement and Footing Plan First Floor Plan Second Floor Plan Schedules Elevations Elevations ¼" Scale Sections ½" Scale Sections Structural Plan and Section Plot Plan, Footing Sectionsl Structural Sect. Unnumbered, First Floor Plan unsigned Unnumbered, Basement Mechanical Plan. Etc. unsigned FEMA-273, October 1997 "NEHRP Guidelines for the Seismic Rehabilitation of Buildings" °FEMA-274, October 1997 "NEHRP Commentary on the Guidelines for the Seismic Rehabilitation of Buildings" Supporting documents for this study include: Schematic Drawings SD- I, SD-2 and SD-3 (dated March I 0, 2000); Small Drawings SD- l a, SD-2a, SD-2b, SD-3a, and SD-4 through SD-19 (dated March 10, 2000); Calculations dated March 10, 2000; and partial Calculations dated December 14, 1988 (all by Rinne & Peterson Structural Engineers). 6 17 II IIII I II 19 1:1:II:11S .I.NVAU8 0 "Z SMALL STRUCTURAL DRAWINGS _-mmmmmmmmmmmmmmmmmmmmms..t, s,,~,.,CT,,~,.o,~.~,.~s:mmmmmmmi~m Roth Building Seismic Rehabilitation Feasibility Study mmmm 300 Homer Avenue " Palo Alto, California CLIENT: Stoecker & Northway Lytton Avenue Palo Alto, California STRUCTURAL ENGINEER: Rinne & Peterson I 121 San Antonio Road Suite C200 Palo Alto, California 94303 (650) 428-2860 R&P #MOO 13 March 10, 2000 THESE SHALL DRAWINGS ACCOMPANY LARGE DRAWINGS SD- I, -2, -3 STUDY ONLY- NOT FOR CONSTRUCTION J ZI HARK I-I I-2 I-3 I-4 DESCRIPTION Remove existing 8" tile from floor line to 9’ above floor (to bottom of existing concrete beam to remain) along line A. Provide new 12" concrete wall above floor line to bottom and sides of windows, and to bottom of existing concrete beam above. Dowel to slab floor, existing concrete columns and overhead concrete beam. Provide new 8" concrete wall above floor line to bottom and sides of windows, and to bottom of existing concrete wall above at one location at line A. Dowel to slab floor, existing concrete wall end and existing overhead concrete wall. Provide new 12" concrete wall above floor line to bottom of existing concrete beam above (in four places). Dowel to slab floor, existing concrete columns and overhead concrete beam. At each wall provide 4 new 18" diameter drilled and cast-in-place concrete piers (20 feet long) with concrete pier cap and grade beam as shown. Along line A (only), provide new C9x30 for full length of second floor with welded splices. Provide drilled tie rods through 12" concrete beam at each end to TS 8x4xl/4 at one-story portion. Provide epoxy bolts from structural steel to concrete wall or beam (3/4" at 12" o.c.). At two locations provide new three-story steel braced frame. Provide new 18" by 36" reinforced concrete grade beam doweled to interior base of Historic Mural Wall. I-7 Remove existing brick flue. DETAIL REFERENCE SD-6, SD-8 SD-6, SD-8 SIM. SD-5, SD-8 SD-7 SD-9 IROTH BUILDING SD-la RINNE & PETERSON " 3110/00 . STRUCTURAL ENGINEERS HARK DESCRIPTION DETAIL REFERENCE 2-1 SD-10 2-1 ALT A 2-2 2-2 ALT B 2-3 2-4 2-4 ALT A 2-5 2-5 ALT A 2-6 2-6 ALT B Remove existing flooring. Provide new 3/8" plywood over entire second floor. Plywood to be arranged at 45 degrees from framing below and nailed with 8d nails at 4" on center edges, and 12" on center field (or stapled). At perimeter, provide bolts epoxied into existing concrete beams. Remove existing lath and plaster ceiling below entire second floor. Provide new 3/8" blocked plywood diaphragm under entire second floor. Plywood to be nailed with 8d nails at 4" on center edges, and 12" on center field. At perimeter, provide screws from plywood into existing steel ledgers. Provide new gypsum board ceiling. Remove existing lath and plaster ceiling below entire roof over first floor area. Provide new 3/8" blocked plywood diaphragm under entire roof (at ceiling level). Plywood to be nailed with 8d nails at 4" on center edges, and 12" on center field. At perimeter, provide bolts epoxied into existing concrete walls. Provide new ~psum board ceiling. Remove existing tile roofing over first floor area. Provide new 3/8" plywood over entire roof above existing diagonal sheathing.. Plywood to be nailed with 8d nails at 4" on center edges, and 12" on center field. At perimeter, provide bolts epoxied into existing concrete walls. Replace roof tiles. Provide new steel angle bracket with screws to existing framing and epoxy bolts to top of existing concrete wall (do not damage existing Historic Mural on outside of this wall). A total of 10 locations In four locations provide new 4x6 x 16 feet long below second floor. Remove and replace existing second floor diagonal sheathing at this added member. Provide anchorage to wall. In four locations provide new 4x6 blocking for 16 feet above first floor ceiling with continuous tie rod epoxied to wall at end. Provide 4x6 blocking below floor with continuous tie rod epoxied to walls at each end. Remove and replace existing second floor diagonal sheathing at these added members. Provide new 4x6 at 8’ on center above first floor ceiling. Provide anchorage to concrete at each end. Provide new 4x6 at 8’ o.c. with anchorage to wall at ends. Provide new 4x6 at 8’ o.c. with anchorage to wall at ends. SD-II $D-16 SD-18 SD-13 SD-14 SD-15 SD-10 SD-I I, SD-12 SD-16 SD-18 HARK 2-7 2-7 ALT B 2-8 2-8 ALT B 2-9 2-9 AI_T B 2-10 2-11 2-12 2-13 2-14 2-15 DESCRIPTION Provide new 4x6 x 8’ long at 32" o.c. with anchorage to wall at end. Provide new 4x6 x 8’ long at 32" o.c. with anchorage to wall at end. Provide new 4x6 blocking for 16’ at 8’ o.c. with tie rod epoxied to wall at gable end. Provide new 4x6 blocking for 16’ at 8’ o.c. with tie rod epoxied to wall at gable end. Provide new 4x6 blocking for 8’ at 32" o.c. with tie rod epoxied to wall at gable end. Provide new 4x6 blocking for 8’ at 32" o.c. with tie rod epoxied to wall at gable end. Provide new 4x6 blocking for 24’ at two locations shown with 3 I-I/4" tie rod and 3 HD 15 hold-down bracket to concrete wall at one end. Provide new 4x6 blocking for 20’ at two locations shown with 2 I-I/4" tie rod and 2 HD 15 hold-down bracket to concrete wall at one end. Provide new glulam beam (GLB) 8x 12 at two locations shown with HD- 15 each side to GLB and concrete wall. At two locations provide new three-stor,/steel braced frame. Remove existing floor framing in area of original stair opening to create new stair opening and new stair framing. Remove existing brick flue. DETAIL REFERENCE SD-16 $D-18 SD-17 SD-19 SD-17 SD-19 SD-7 ROTH BUILDING SD-21 RINNE & PETERSON 3/10/00ISTRUCTURAL ENGINEERS i~I HARK DESCRIPTION DETAIL REFERENCE 3-1 SD-16 3-I ALT C 3-2 3-2 ALT C 3-3 3-3 ALT C 3-4 3-4 ALT C 3-5 3-5 ALT C 3-6 3-7 Remove existing lath and plaster ceiling below entire second floor roof. Provide new 3/8" blocked plywood diaphragm under entire roof (at ceiling level). Plywood to be nailed with 8d nails at 4" on center edges, and 12" on center field. At perimeter, provide bolts epoxied into existing concrete wall. Provide new gypsum board ceiling. Remove existing tile roofing over second floor area. Provide new 3/8" plywood over entire roof above existing diagonal sheathing.. Plywood to be nailed with 8d nails at 4" on center edges, and 12" on center field (or stapled). At perimeter, provide bolts epoxied into existing concrete wall. Replace roof tiles. Provide new 4x6 at 8’ o.c. with anchorage to wall at ends. Provide new 4x6 at 8’ o.c. with anchorage to wall at ends. Provide new 4x6 x 8’ long at 32" o.c. with anchorage to wall at end. Provide new 4x6 x 8’ long at 32" o.c. with anchorage to wall at end. Provide new 4x6 blocking for 16’ at 8’ o.c. with tie rod epoxied to wall at end. Provide new 4x6 blocking for 16’ at 8’ o.c. with tie rod epoxied to wall at end. Provide new 4x6 blocking for 8’ at 32" o.c. with tie rod epoxied to wall at end. Provide new 4x6 blocking for 8~ at 32" o.c. with tie rod epoxied to wall at end. At two locations provide new three-story steel braced frame. Remove existing brick flue. Construct new wood framed with stucco stack above roof SD-18 SD-16 SD-18 SD-16 SD-18 SD-17 SIH. SD- 19 SIH. SD- 1 7 SIH. SD-19 SIH. SD-7 SD-6 RO-m U,’O NG SD-3a STRUCTURAL ENGINEERS ROTH BUILDING FEASIBILITY STUDY General Notes for Drawings/Cost Estimate I. 6. 7. 8. 9. mmmmmm, mmmm(mmmm mmm Purpose: To construct a seismic rehabilitation that meets the Basic Safety Objective for FEMA 273. Contractor shall meet current UBC detailing and construction requirements. New Concrete: tic = 3,000 psi, maximum aggregate ¾", maximum slump 3", use low shrinkage aggregates. New Reinforcing Steel: ASTM A61 S, Grade 50. Steel to be welded: ASTM A706. Construction Joints at Existing Concrete: thoroughly roughen entire surface of existing concrete to a minimum of ¼" amplitude. Remove all loose material. New Structural Steel: ASTM A36 and AS00 Grade B. Bolts: ASTM A490. Wood framing devices: Simpson or equal. Bolts, Wood to Concrete, or Wood to Simpson hardware: ASTM A307. Bolts, Structural Steel to Concrete: ASTM AI93, Grade B7. Epoxy for Bolts and Dowels in Existing Concrete: Simpson ET or equal, as follows: Size 5/8" 7/8" #3 bar #4 bar Embedment 3Y~" 4¼" 4½" 4Y=" 9.New Wood: Douglas Fir #1, surface dry IROTH BUILDING SD-4 1 RINNE & PETERSON 3110/00 STRUCTURAL ENGINEERS .’I ROTH ~U’C~’NO SD-51RINNE & PETERSON 3110100 ~ STRUCTURAL ENGINEERS / .-,I .I ROTH BUILDING SD-6 RINNE & PETERSON 3/10/00 STRUCTURAL ENGINEERS i i X?,,,! " ¯ \ ¯I , . O: I ROTH BUILDING SD-7 I RINNE & PETERSON 3/10/00 ! STRUCTURAL ENGINEERS I :mmm Rinne & Peterson STILUCTUILAL ENGINEEILS Sheet No. 8y l)ole t ROTH BUILDINGSD-8 RINNE & PETERSON 3/10/00 STRUCTURAL ENGINEERS ROTH BUILDING RINNE & PETERSON STRUCTURAL ENGINEERS SD-9 3110/0( | I .1 , .ROTH BUILDING S D- 1 1 ~l- ,,,.RINNE & PETERSON 3/10/00 STRUCTURAL ENGINEERS .-~. i _.’,33 "; U ROTH BUILDING RINNE & PETERSON STRUCTURAL ENGINEERS ii l~inne & Peterson STr[UCTUR.A L ENGINEERS Dote .............. I ROTH BUILDING SDI14 RINNE & PETER$ON 3/10/00 STRUCTURAL ENGINEERS nn|Rinne & Peterson Sheet No ................... By Date Rinne & Peterson STIkUCTUR.AL ENGINE.ElkS Sheet t, lo. By Dote I ROTH BUILDING S D- 171 ¯ Rinne & Peterson IROTH BUILDING S D- 19IRINNE & PETERSON 3/10/00 STRUCTURAL ENGINEERS COST ANALYSIS CONCEPTUAL COST PLAN ~or The Roth Building 300 Homer Avenue Palo Alto, CA. Stoecker & Northway Architects, Inc. 437 Lytton Avenue Palo Alto, CA. 94301 Tel: (650) 327-7070 Fax: (650) 327-9659 April5,2000 CONCEPTUAL COST PLAN ~or The Roth Building 300 Homer Avenue Palo Alto, CA. April 5, 2000 u¢!o~/oo ~YED 1~:31 F~ 415 981 1419 DLA SF ~0o5 The Roth Building 300 Homer Avenue Palo Alto, CA. CONTENTS Basis of Cost Plan Inclusions Exclusions Areas & Control Quantifies Component Summary Component Budget Alternates DLA 00/4653 April 5, 2000 Page Nos. 2-3 4 5 6 7- 13 14- 16 Schematic Design Cost Plan The Roth Building 300 Homer Avenue Palo Alto, CA. BASIS OF COST PLAN Cost Plan Prenared From Architectural Drawings (ex~acts): ]~ar elevation, Stair elevation / detail, Cornice / gutter detail. Report: S~ructural Drawings: SDS-1, SD-2, SD-3 Report: Seismic Rehabilitation Feasibility report.. Discussions with the Project Architect and Engineers Dated not dated 03.17.00 03.10.00 03.10.00 Conditions of Construction The pricing is based on the following general conditions of conslaxtction A start date of March 2003 A construction period of 9 months The general contract will be competitively bid with qualified general and main subcontractors There will not be small business set aside requirements The con~actor will be required to pay prevailing wages There are no phasing requirements The general contractor will have full access to the site at all hours DLA 00/4653 April 5, 2000 Received 03.20.00 03.20.00 03.20.00 03.20.00 Schematic Design Cost Plan Page I The Roth Building ~00 Homer Avenue Pal Alto, CA. DLA 00/4653 April 5, 2000 INCL U$1ONS The project consists of the renovation of the shell of an existing two storey building built approximately sevenW years ago. The renovation has two purposes: Firstly to renovate the architectural elements of the original building following the demolition of later additions. Secondly, the seismic performance of the building is to be improved ~o comply with current requirements. The scope of the work is as follows: Foundaffons: Reinforced concrete drilled piers and grade beams for new shear walls and braced frames. Vertical Structure: Steel strengthening to existing wali~, new reinforced concrete walls and steel braced frames. Floor and J~oof Structure: Seismic strengthening of wood floor and roof strncturcs including bolting, hold downs & sheathing. Existing brick chimney to be demolished and replaced with a metal flue. Exterior Cladding: Finish new exterior walls with cement plaster to match existing, relocate exisiting windows from demolished extension to recreate original window arrangement. New doors to match existing. Roofing & ~aterproofing: patch existing roof with files salvaged from demolished extension. Replace copper rainwater gatter / downspouts with new or existing items to recreate original arrangement Interior Partitions, Doors & Glazing: No Work Floor, Wall & Ceiling Finishes: Patch and repair interior finishes where disturbed by renovation work. New gypsum plaster finish to inside of new perim¢ter walls. Functional Equipment & Specialties: No work. Stairs & Vertical lYansportation: Install new three-stop hydraulic elevator. Install new stairs to match original design. Plumbing Systems: Remove and replace as necessary for slrengthening work. Heating, Ventilation & ~4ir Conditioning? Full HVAC system with external heating and cooling units with air handling units in attic and distribution ductwork / outlets. Schematic Design Cost Plan Page2 The Roth Building 300 Homer Avenue Polo,Alto, CA. INCL U$1ONS DLA 00/4653 April 5, 2000 Electrical Lighting, Power & Communications: User power, lighting, telecom / data systems, fire alarm system and security system connection. Fire Protection Systems:. Au’~matic wet spr~ler system. Site Preparation & Demolition: l~move existing roof and floor finishes and structure to permit seismic improvements to be carried out. l~move existing clay tile infill to concrete wall framing. Site Paving, Structures & landscape: Replace wood guardrails at existing porch location. Utilities on Site: No work. BIDDING PROCESS-MARKET CONDITIONS This document is based on the measurement and pricing of quantifies wherever information is provided and/or reasonable assumptions for other work not covered in the drawings or specifications, as sta~ed within this document. Unit rates have been obtained Rom historical records and/or discussion with contractors. The unit rates reflect curr~nt bid costs in ~he ar~a. All unit rates relevant to subconlractor work include the subcontractors overhead and profit unless otherwise stated. The mark-ups cover ~he cos~ of field overhead, home office overhead and profit and range from 15% to 25% of the cost for a particular item of work. Pricing reflects probable consl~uction costs obtainable in the project locality on the da~e of this statement of probable costs. This esfxnate is a determination of fair market value for the construction of this project. It is not a prediction of low bid. Pricing assumes competitive bidding for every portion of the construction work for all subcontractor~ and general contractors, with a minimum of 4 bidders for all items of subcontracted work and 6-7 general contractor bids. Experience indicates that a fewer number of bidders may result in higher bids, conversely an increased number of bidders may result in more competitive bids. Since Davis Langdon Adamson has no con~ol over the cost of labor, material, equipment, or over the contractor’s method of determining prices, or over the competitive bidding or market conditions at the time of bid, the statement of probable construction cost is based on industry practice, professional experience and qualifications, and represenl~ Davis Langdon Adamson’s best judgemen~ as professional construction consultant familiar with the construction industry. However, Davis Langdon Adamson cannot and does not guarantee that the proposals, bids, or the conskuction cost will not vary from opinions of probable cost prepared by them. Schematic Design Cost Plan Page 04/05/00 WED 13:32 FAX 415 981 1419 DLA SF ~009 The Roth Building 300 Homer Avenue Palo Alto, CA. EXCLUSIONS Owner supplied and installed ,furniture, fixtures and equipment Loose furniture and equipment except as specific.ally identified Security equipment and devices Audio visual equipment Hazardous material handling, disposal and abatement Compression of schedule, premium or shiR work, and restrictions on the contractor’s working hours Design, testing, inspection or construction management fees Archite~xwal and design fees Scope change and post onuact ontingencies Assessments, taxes, finance, legal and development charges Environmental impa~t mitigation Builder’s risk, project wrap-up and other owner provided insurance program Land and easement acquisition Cost escalation beyond a start date of March 2003 DLA 00/4653 April 5, 2000 Schematc Design Cost Plan Page 4 The Roth Bufldlng 300 Homer Avenue P,alo Alto,.CA¯ AREAS & CONTROL QUANTITIES AreM Enclosed Areas Basement Fimt Floor Second Floor 2,400 7,397 2,767 SF DLA 00/4653 April 5, 2000 SF SUBTOTAL, Enclosed Area Covered ar~a SUBTOTAL, Covered Area @ ½ Value TOTAL GROSS FLOOR AR~A 12,564 12,564 Schematic Design Cost Plan Page 5 04105/00 WED 13:~2 FAX 415 981 1419 DLA SF ~011 The Roth Building 300 Homer Avenue Palo Alto, CA. | DLA 00/4653 April 5, 2000 COMPONENT 5;UMMAR Y Gross Area:12,564 SF $/SF Sxl,000 I. Foundations 7.29 92 2. Vertical Sl~u~tur~8,47 106 3. Floor & Roof Structures 11.70 147 4, Exterior Cladding 4.62 58 5. Roofing & Watv~roofing 1.73 22 ,$hell (1-5)33.80 425 6. Interior Partitions, Doors & Glazing 0.00 0 7, Floor, Wall & Ceiling Finishes 0.00 O ~nte,’io, s(6.7)0.00 0I 8. Function Equipment & Specialties 0.00 0 9. Stairs & Vertical Transportation 8.20 103 Equipment & Vertical T~ansportation (8-9)8.20 10. Plumbing Systzms 1.00 13 11. Heating, Ventilating & Air Conditioning 9.00 113 i2. Electric Lighting, Power & Communications ZOO 8813. Fire Protection Systems ~-.20 28 Mechanical& Electrical (10-13)19.20 241 Totot B,Umng Con~on (14~6~.20 14. Site Preparation & Demolition 1.79 23 15. Site Paving, Structures & Landscaping 0.07 16. Utilities on Site 0.00 TotaI Site Construction (14-16)1.87 25 ¯o ar V Z vG,t ’’ General Conditions 17.00%10.74 1 Contractor’s Overhead & Profit or Fee 12.00%8.83 I I I PLANNED CONSTRUCTION COST Contingency for Design Development Allowance for Rising Costs (4% p.a.) Apr.2000 82.65 1,038 15.00%12,42 156 12.00%11.38 143 ALTERNATES: March 2005 106.4S Alternate A - Second Floor Su’ength Improvement Alternate B - Low Roof Strength Improvement Alternate C - High Roof Strength Improvement 2 71 35 Page 6 The Roth Building 300 Homer Avenue Palo AI., to, CA. ~OMPON~T B UDGET DLA 00/46b’3 April 5, 2000 Total Piling Drilled on©rein piers, 18" diam, Drilling (includes disposal of spoil) Concrete Reinforcement (3 0 0#/CY) 480 LF 31 CY 9,300 LB Reinforced conoret¢ including excavation, backfilling and disposal (within 5 rail©s) Pile caps (2-pile caps) Sawcut concrete slab Remove on©rein slab on grad© Concrete, 3000 psi 1~inforccment (350#1CY) included with grade beams included with grade beam8 20 CY 7,0OO LB Column basra at inmrnal load bearing posts (assume 4’ x 4’ x 2’ thick) Sawcut concrete slab Remove concrete slab on grade Concrete, 3000 psi Reinforcement (250#/CY) 56 LF 80 SF 4 CY 1,000 LB Grade beam at (e) mural wall, 18" x 36" Sawcut concrete slab Remove concrete slab on grade Concrete, 3000 psi Reinforcement Doweled to existing wall base 70 53 6 1,500 1 LF SF CY LB LS Grad© beam at new braced flames, 24" x 36" Sawcut concrete slab Remove concrete slab on grade Concrete, 3000 psi Reinforcement (250#/CY) Grade beam at new concrete wall, 24" x 48" Sawcut oncrete slab Remove concrete slab on grade Concrete, 3000 psi Reinforcement (250#/¢Y) 68 68 8 2,000 130 130 19 4,750 LF SF CY LB LF SF CY LB 75.00 200.00 0.75 200.00 0.75 20.00 10.00 200.00 0.75 20.00 10.00 200.00 0.75 1,000.00 20.00 10.00 200.00 0.75 20.00 10.00 200.00 0.75 36,000 6,200 6,975 4,000 5,250 1,120 800 800 750 1,400 53O 1,200 1,125 1,0o0 1,360 680 1,600 1,500 2,600 1,300 3,800 3,563 Schematic Design Cost Plan Page 7 The Roth Building 300 Homer Avenue Palo Alto, CA, COMPONENT B UDG£T Quantity Rate DLA 0014652; April $, 20O0 Total Patch and repair at existing footings 1 LS 8,000.00 8,000 91,553 2. Vertical Structure, Existing wall su’engthening Steel framing Epoxy bolts, 3/4" Reinforced concrete wall, 8" & 12" thick Formwork Concrete Reinforcement Epoxy dowels, 3’-6" long Ground - Second level frames to replace loadbearing corridor walls (see Div. 14 for demolition & temporary shoring) Post and beam framing, 25’ 0" span (assumes steel flaming at 25 LB/LF) Shear bracing Steel framing Wide flange Tube steel Patch and x~pair at existing walls 3,323 LB 2.00 6,646 40 EA 20.00 800 1,669 SF 10.00 16,690 34 CY 200.00 ~800 3,490 LB 0.75 2,618 818 EA 20.00 16,360 240 LF 50.00 12,000 3,142 LB 2.00 6,284 11,307 LB 2.50 28,268 LS 10,000.00 10,000 106,465 3. gloor and Roof Structure, Floor on grade Pa~ch and repair at removed slab on grade 251 SF 20.00 5,020 Schematic Design Cost Plan Page 8 The Roth Building 300 Homer Avenue Palo Alto, COMPONENT BUDGET Suspended floors Steel angle bracket and epoxy bolts New glulam beam Wood blook~ng Holddowns Tie rod New stair framing Plywood sheathing, 3/8" Epoxy bolts, 5/8", oonnect new floor sheathing to cxistin~ wails Patch and repair at existing floor framing Unit Rate Pitched roof Low roof Olu lain beam Wood blocking Hoiddowns Tie rod Plywood sheathing~ 3/8" Epoxy bolts, 5/8", connect new roof sheathing to existing walls DLA 00/4653 April 5, 2000 Glu lain beam Wood blocking Holddowns Tie rod Plywood sheathing, 3/8" Epoxy bolts, 5/8", connect new roof sheathing to existing walls Total Remove and replace (e) brick chimney with meud flue pipe, incl,ding framing and Finish Patch and repair at existing roof 10 EA 100.00 1,000 469 BF 10.00 4,690 1,086 BF 5.00 5,430 14 EA 30.00 420 22 EA 50,00 1,100 1 EA 5,000.00 ~000 2,767 SF 3.00 8,301 58 EA 20.OO 1 LS 5,000.00 1,160 5,000 329 BF 10.00 3,290 5,3s7 BF 5.00 26,935 188 EA 30.00 5,640 64 EA 50.00 3,200 4,630 SF 3.00 13,890 95 EA 20,00 1,900 469 BF 10.00 4,690 2,718 BF 5.00 13,590 86 EA 30.00 2,580 37 EA 50.00 1,850 2,767 SF 2.00 5,534 58 EA 30.00 1,740 1 EA 15,000.00 1 LS 10,000.00 15,000 lO,000 146,960 Sehematie Design Cost Plan Page 9 04/05/00 WED 13:34 FAX 415 981 1419 DLA SF ~015 The Roth Building 300 Homer Avenue Palo Alto, CA. COMPONENT B UDGET Unit Rate 4. Exterinr~Claddin~ Exterior wall finish Exterior face - hand trowelled cement plaster Interior face - NIC Windows Replace windows previously removed from East wall for 1947 addition: Refurbish / reinstall existing metal windows salvaged from demolition of addition New steel window - six-Ere sash casement window, Y Y’ x 3’ 3" Doors New steel doors - five-lite sash doors 2’ 6" x 7’ 0" 3’ 0" x 7’ 0" Exterior finish Paint exterior walls Paint exterior windows and doors DLA 00/4653 April 5, 2000 Total 360 SF 8.00 2,880 19 EA 1,000.00 1 EA 800.00 2 £A 2,000.00 2 EA 2,2O0.00 19,000 800 ~000 ~40o ~420 SF 1.00 ~420 78 EA 250.00 19,500 S_. Ro0fin_~, Waterp_ roofin_~ & Skvlichtt Roofing Replace missing roof files with Mission clay tiles (salvaged from demolition of addition) with 30# roofing felt underlay Wood trim at eaves to match existing Rainwater drainage New copper gutter to match existing New copper downspouts to ma~ch existing New downspouts to to match existing (replace missing downspouts) ~,o0o 810 SF 15.00 12,150 117 LF 15.00 1,755 117 LF 25.00 2,925 107 LF 20.00 2,140 138 LF 20.00 2,760 21,730 Schematic Design Cost Plan Page 10 The Roth Building 300 Homer Avenue Palo Alto, CA, COMPONENT BUDGET Interior Partitions. Doors & Gl~im, No Work DLA 0014653 April $, 2000 Total Floor. Wall & Ceilin~ Fini.d~- No Work 8. Function F~_ui_nment & Specialties No Work 9. Stain & Vsrtieal Tr~n-~.no.rtation Elevator Passenger elevator - 3000# capacity three-stop hydraulic elevator with minimum 6’8" x 5’ 6" cab. Sutirs New stairs to match existing stairs - wood treads over wood framing with wrought iron railings and wood handrail. Design to pa~ch existing, but with rails modified to comply wkh currenz requirement for openings to be <4" wide. I EA 70,000.00 3 FLTS II,000.00 70o000 33,000 zo3,ooo Schematic Design Cost Plan Page 11 0410~I00 ~I) 1~:~4 FAX 415 981 1419 DLA The Roth Building 300 Homer Avenue Palo Alto, CA. COMPONENT BUDGET Unit Rate 10._ Plumbin_~ Systems Minor modifications to existing systems to allow access to structure for strengthening work. Re. routing as necessary 12,564 SF DLA 00/4655 April 5, 2000 1.00 12,564 12,~4 11. Heatina. Ventilation & Air Conditionim, Combination heating & cooling units with piping to attic mounted air handlers only. (duc~ distribution to outlets, including ¢onu, ols, testing & balancing and unit ventilation to remooms and kitchen to be installed in the future)12,564 SF 9.00 113,076 12. Electrical l~i_~htin_~. Power & CommunieAtign New electrical system including new service switch, motor connections for I-IVAC, security system ~onne~tion and fire alarm system.(user power system, lighting system and telecom / data wiring and outlets to be installed later.)12,564 SF 113,076 7.00 87,948 13. Fire Protection Systems Automati¢ wet sprinkler system complete 12,564 SF 2.20 27,641 27,641 Schematic Design Cost Plan Page 12 The Roth Building 300 Homer Avenue Palo Alto, CA. COMPONI~T B UDGET 14. Site Prenarafion & Buildln~ Demolition Selective demolition and removal Remove existing clay tile at exterior walls Remove existing flooring at second floor l~emove existing ceiling Remove existing porch framing (south elevation) Remove existing loadbearing stud walls at ground - second level (including temporary shoring) Unlt Rate 489 SF 2,767 SF 7,397 SF 12 LF 5.00 1.00 1.50 20.00 DLA 00/4653 April 5, 2000 2,445 2,767 11,096 240 200 LF 30.00 6,000 Site Pavinp. Structures & Landseanino Replace guard rail at location of existing porch (south elevation&l) rails to be painted wood with turned ballu~er~ at 4" o.¢. 16. Utilities on Site 22,548 6 L~ 150.00 900 900 No Work Schematic Design Cost Plan Page 13 The Roth Building 300 Homer Avenue Alternates Polo Alto, CA. ALTERNATES COMPONEN1" B UDGET Quanti~y Unit Rate DLA 00/4653 April $, 2000 Total Alternate A - SecondFAoor Stren~h Improvement ADD Suspended floors Wood blooking Holddowns Tie rod Plywood sheathing, 3/8" Provide screws from new plywood into existing steel ledgers Finish New gypsum board ceiling Demolition Existing plaster ceiling DEDUCT Suspended floors Wood blocking Holddowns Tie rod Plywood sh~thingo 3/8" Epoxy bol~, 5/8", connect new floor sheathing to existing walls Finish New flooring and base at second floor Demolition Remove existing flooring at second floor 994 BF 5.00 ~970 22 EA 30.00 660 4 EA 50.00 200 2,767 SF 2.00 5,534 LS 1,500.00 1,500 2,767 SF 5.00 13,835 2,767 SF 1.50 4,151 (994) BF 5.00 (4,970) "(4) ~A 30.00 (120) (22) EA 50.00 (1,I00) (2,767) SF 2.00 (5,534) (58) ~20.00 0,160) (2,767) SF 5.00 (2,767) SF 1.00 (13,835) (2,767) Subtotal Markups Total 68.78% of 1,363.50 1,~64 938 2~01 Schematic Design Cost Plan Page 14 04/05/00 WED 13:~5 F~ 415 981 1419 DLA SF ~020 The Roth Building 300 Homer Avenue Alternates Palo Alto, CA. ALTERNATES COMPONENT BUDGET Alternate B - Low Roof Stren~h Improvement ADD Quantity Unit DLA 00/4653 April 5, 2000 Total Low roof Wood blocking Holddowns Tie rod Plywood sheathing~ 318" Epoxy. bolts, 5/8", connect new roof sheathing to existing walls 5,627 BF 5.00 28,135 181 EA 30.00 5,430 60 EA 50.00 3,000 5~45 SF 2.00 10,890 95 EA 20.00 1,900 Roofing Replace roofing tiles and reinstall roofmg accessories Demolition Remove existing tile roofing above First Floor DEDUCT Low roof Wood blocking Holddowns Tie rod Plywood sheathing, 3/8" Epoxy bolts, 5/8", connect new roof sheathing to existing walls Finish New gypsum board ceiling Demolition Remove existing ceiling below roof 5,445 SF 10.00 54,450 5,445 SF 1.50 8,168 (5,299) BF 5.00 (180) EA 30.00 (60) ~A 50.00 (4,630) SF 2.00 (95) EA 20.00 (4,630) SF 5.00 (4,630) SF 130 (26,495) (5,4oo) O,OOO) (9,260) (1,900) (23,150) (6,945) Subtotal Markups Total 68.78%of 41,788.63 41~789 28,742 ~0,531 Schematic Design Cost Plan Page 15 04/05/00 ~D 13:35 FAX 415 981 1419 DLA SF ~021 The Roth Building 300 Homer Avenue Alternates ,,Palo Alto, CA, AL TERNA ~E,S COMPONENT B UD~ET Quantity Unit Rate DLA 00/4653 April 5, 2000 Total Alternate ~ - Hi?h Roof Stren~h Improvement ADD Highroof Wood blocking Holddowns Tie rod Plywood sheathing 3/8" Epoxy bolts, 5/8", connect new roof sheathing to existing walls Roofing Replace roofing tiles and re-install roofing accessories Demolition Remove existing tile roofing above Second Floor DEDUCT roof Wood blocking Holddowns Tie rod Plywood sheathing, 3/8" Epoxy bolts, 5/8", connect new roof sheathing to existing walls Finish New gypsum board ceiling Demolition Remove existing ceiling below roof 2,861 BF 5.00 14,305 82 EA 30.00 2,460 37 EA 50.00 1,850 3,237 SF 2.00 6,474 58 EA 20.00 1,160 3,237 SF 10.00 32,370 3,237 SF 1.50 4,856 (2,718) BF 5.00 (13,590) (82) EA 30.00 (2~60) (37) EA 50.00 0,850) (2,767) SF 2.00 (5,534) (58) EA 20.00 (1,160) (2,767) SF 5.00 (2,767) SF 1.50 (13,835) (4,151) Subtotal Markups Total 68.78%of 20,895.00 20,895 14,372 35267 Schematic Design Cost Plan Page 16 ATTACHMENT C CITY COUNCIL’S ADDITIONAL CONDITIONS AND MODIFICATIONS i. Individual fourth floor units shall not be permitted on Block "B." The maximum height for the AMF structures on Block ~B" shall be forty-five (45) feet at the peak of the roof and thirty-five (35) feet at the roof eave. (See Development Agreement, Exhibit "D-5.") The Block "C" AMF with MU Overlay project shall provide a total of 140 parking spaces, at least 20 of which shall be dedicated without charge for use by the adjacent AMF affordable housing project on Block "C" (See Development Agreement, Exhibit "D-I"). If feasible, the Block "C" AMF with MU Overlay project shall construct and use a single parking garage entrance ramp entering off of Ramona Street rather than Bryant. No additional costs resulting from the ramp consolidation shall be attributed or charged to the AMF affordable housing site. 840 Bryant shall be relocated within or off of Block "C" if economically and historically feasible in order to maximize use of the AMF affordable housing site. 5. 6 & 7. (5)The Block ~C" AMF with MU Overlay project shall include no more than 96 employee workstations. This condition shall be developed and imposed so as to impose binding contractual performance obligations upon the occupants and users of the project for a period of no less than twenty (20) years. (6)Prior to issuance of any final development permits, an "Employee Management and Transportation Demand Management (~TDM") program project shall be developed for and imposed upon the Block ~C" AMF with MU Overlay, to the satisfaction of the City’s Chief Transportation Official. (7) The program shall be developed and imposed so as to impose binding contractual performance obligations upon the occupants and users of the project for a period of no less than twenty (20) years. The TDM program shall have a minimum goal of fifteen percent (15%) trip reduction and shall establish financial penalties for non-compliance. The TDM program shall include a requirement that the occupants of the project be provided with "ECO Passes" or equivalent public transportation vouchers at no cost. All building area in excess of 28,000 square feet, in the Block "C" AMF with MU Overlay project, shall be used only for "On-site Employee Amenities," as described in Palo Alto Municipal Code section 18.83.120, so as to reduce traffic impacts from the project. This condition shall be developed and imposed so as to impose binding contractual performance obligations upon the occupants and users of the project for a period of no less than twenty (20) years. 9.The French Laundry rehabilitation shall preserve the existing identifiable fagade,in addition to meeting all other applicable historic preservation requirements.(See Development Agreement,Exhibit "D-I.") i0. All residential units in the Block "C" AMF with MU Overlay project shall be subject to annual inspection by the City to assure that the units are in residential use. The City may collect a reasonable inspection fee to recover the costs associated with this inspection. ii. The City Council intends to reconsider the AMF designation applied to 828 Bryant early in Phase 2 of the CAP process. 12. All subsequent project design approvals for any development in the CAP area shall include specific review and approval of three-dimensional design models. 13. The maximum permitted floor area ratio for new construction Block "A" shall 1.5 for each lot. (See Development Agreement, Exhibit "D-5.") Attachment D ORDINANCE NO. ORDINANCE OF THE COUNCIL OF THE CITY OF PALO ALTO AMENDING THE BUDGET FOR THE FISCAL YEAR 1999-00 TO PROVIDE AN ADDITIONAL APPROPRIATION OF $9,938,000 FOR THE ACQUISITION OF CERTAIN REAL ESTATE PROPERTY OWNED BY THE PALO ALTO MEDICAL FOUNDATION (PAMF) AND CORRESPONDING REDUCTION OF INTEREST INCOME OF $125,000 IN THE GENERAL FUND AND $27,000 IN THE COMMERCIAL HOUSING .IN-LIEU FUND WHEREAS, pursuant to the provisions of Section 12 of Article III of the Charter of the City of Palo Alto, the Council on June 28, 1999 did adopt a budget for fiscal year 1999-00; and WHEREAS, the City Of Palo Alto intends to purchase certain real property owned by the Palo Alto Medical Foundation for a park, and below market housing, respectively, and to purchase the historic Roth building for public purposes; and WHEREAS, the total cost of acquisition and related costs is estimated to be $9,938,000. Staff has recommended withdrawing $6,929,155 from the General Fund Budget Stabilization Reserve and $3,008,845 from the Commercial Housing In-Lieu Fund Reserve; and WHEREAS, the withdrawal of $9,938,000 from the reserves will reduce the 1999-00 interest income by approximately $125,000 in the General Fund, and $27,000 in the Commercial Housing In-Lieu Fund and will reduce future interest income to those funds in unknown amounts; and WHEREAS, City Council authorization is needed to amend the 1999-00 budget as hereinafter set forth. NOW, THEREFORE, the Council of the City of Palo Alto does ORDAIN as follows: ~-~. The sum of Six Million Nine Hundred Seventeen Thousand One Hundred Fifty Five Dollars ($6,917,155) is hereby appropriated to the non-salary category in the General Fund and the General Fund Budget Stabilization Reserve is correspondingly reduced. ~-~. The sum of Twelve Thousand Dollars ($12,000) is hereby appropriated to the non-salary expenses in the Property Management Functional Area in the Administrative Services Department to fund the existing residential lease agreement that PAMF holds within the identified property area. The General Fund Budget Stabilization Reserve is correspondingly reduced. ~LT_~. Interest income revenue in the General Fund is reduced by $125,000. ~. The transactions approved in Section i, 2 and 3 will reduce the General Fund Budget Stabilization Reserve from $20,409,908 to $13,355,753. S2~2_LQ~. The sum of Three Million Eight Thousand Eight Hundred Forty Five Dollars ($3,008,845) is hereby appropriated to the non-salary category in the Commercial Housing In-Lieu Fund, and the Commercial Housing In-Lieu Fund Reserve is correspondingly reduced. ~.~_LClh~K. Interest income revenue in the Commercial Housing In-Lieu Fund is reduced by $27,000. ~. The transactions approved in Section 4 and 5 will reduce the Commercial Housing In-Lieu Fund Reserve from $3,090,734 to $54,889. S~:T_LQ~. As specified in Section 2.28.080(a) of the Palo Alto Municipal Code, a two-thirds vote of the City Council is required to adopt this ordinance. ~. The City certified one Environmental Impact Report (EIR) for the South of Forest Avenue Coordinated Area Plan Phase I, on March 27,2000. The EIR analyzed potential impact of’the projects that will be funded by this budget amendment. B2~LT_LOi~!~_~. As provided in Section 2.04.350 of the Palo Alto Municipal Code, this ordinance shall become effective upon adoption. INTRODUCED AND PASSED: AYES: NOES: ABSTENTIONS: ABSENT: ATTEST:APPROVED: City Clerk Mayor APPROVED AS TO FORM:City Manager Senior Asst. City Attorney Director Services of Administrative City of palo Alto ATTACHMENT E Budget Amendment Ordinances Impacting General Fund Reserves Approved-To-Date in 1999-00 BAO Description Placeholders Impact on Cost Revenue Already in the General Fund1999-00 Adopted BSRBudget Estimaled Future Year Ongoing Costs Estimated Beginning Budget Stabilization Reserve (BSR) Balance Adopted Budget Addition to BSR Downtown Urban Design Improvements, CIP 19608 Salary and Benefit Increases Retroactive to July 1, 1999 for Management and Confidential Employees City Manager Executive Recruitment Friends of the Palo Alto Library Grant Arts Council of Santa Clara County Grant Palo Alto Art Center Foundation Donation Cost of Sound Wall for Tennis Facility at 3005 Middlefield Rd. IT Strategic Plan Citizens Options for Public Safety (COPS) Local Law Enforcement (LLE) Block Grant :Downtown Parking Structure Feasibility Study, CIP 19530 Golf Course Management Agreement Police Department Table of Organization Change Animal Services Fees Major Intersection Improvements, CIP 19073 Johnson Park Lighting Improvements, CIP 19903 Telecommunications Consulting Midyear Report City Manager Compensation Package Crossing Guards Infrastructure Staffing Public Library Fund Grant Performing Arts Center Feasibility Study Train Whistle Noise Control Acquisition of PAMF sites $20,591,000 $949,000 ($120,349)($120,349) ($432,200)($432,200)($432,20( ($26,000)($26,000) ($58,000)$58,000 $0 ($5,407)$5,407 $0 ($10,000)$ ] 0,000 $0 650,000)($50,000) ($250,100)$60,534 $189,566 $0 ($317,917 ($135,901)$135,901 $0 ($26,192)$26,192 $0 ($308,000)($308,000) ($34,100)$103,900 $69,800 ($10,000)$0 ($7,000 ($1,200)$1,750 $550 $1,70~ ($30,100)$30,100 $0 ($19,693)($19,693) ($62,500)($62,500) $o $o ($58,700)($58,700)($79,500) ($43,000)($43,000)($43,000) ($16,400)$16,400 $0 ($125,300) ($103,108)$103,108 $0 ($50,000)($50,000) ($30,000)($30,000) ($6,929,155)($125,000)($7,054,155) ($512,0001 BSR Balance After BA O’s $13,355,753 s:~asd\budget\99-00 budget\99-00 BAOs\BAO Impact on Reserves.xls as of [Date] Attachment F RESOLUTION NO. RESOLUTION OF THE COUNCIL OF THE CITY OF PALO ALTO DECLARING INTENTION TO REIMBURSE EXPENDITURES FROM THE PROCEEDS OF OBLIGATIONS TO BE ISSUED BY THE CITY AND DIRECTING CERTAIN ACTIONS The Council of the City of Palo Alto does hereby RESOLVE as follows: WHEREAS, the City proposes to undertake the project referenced below, to issue debt for such project and to use a portion of the procgeds of such debt to reimburse expenditures made for the project prior to the issuance of the debt; WHEREAS, United States Income Tax Regulations section 1.150-2 provides generally that proceeds of tax-exempt debt are not deemed to be expended when such proceeds are used for reimbursement of expenditures made prior to the date of issuance of such debt unless ~ertain procedures are followed, one of which is a requirement that (with certain exceptions), prior to the payment of any such expenditure, the issuer declares an intention to reimburse such expenditure; and WHEREAS, it is in the public interest and for the public benefit that the City declares its official intent to reimburse the expenditures referenced herein. NOW, THEREFORE, the Council of the City of Palo Alto does hereby RESOLVE as follows: SECTION I. The City intends to issue obligations (the "Obligations") for the purpose of paying the costs of acquiring and improving a public park along Homer Avenue between Waverley Street and Bryant Street, acquisition and improvement of the Roth Building at 300 Homer Avenue, and other development obligations of the City with respect to the South of Forest Coordinated Area Plan (the "Project"). SECTION 2. The City hereby declares that it reasonably expects (i) to pay certain costs of the Project prior to the date of issuance of the Obligations, and (ii) to use a portion of the proceeds of the Obligations for reimbursement of expenditures for the Project that are paid before the date of issuance of the Obligations. // // 000406 c10032323 1 SECTION 3. The Obligations is $12,500,000. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: City Clerk APPROVED AS TO FORM: Senior Asst. City Attorney ~ maximum principal amount of the APPROVED: Mayor City Manager Director of Administrative Services Director of Planning and Community Environment 000406 cl 0032323 2 Attachment G ORDINANCE NO. ORDINANCE OF THE COUNCIL OF THE CITY OF PALO ALTO ADOPTING OF THE SOUTH OF FOREST AREA COORDINATED AREA PLAN, PHASE 1 The Council of the City of Palo Alto does ORDAIN as follows: SECTION i. The City Council finds as follows: A.In 1996, the City of Palo Alto approved land use entitlements that permitted the Palo Alto Medical Foundation to relocate within the City to the Urban Lane Area, provided that, among other things, the Palo Alto Medical Foundation participated in a planning process to govern redevelopment and reuse of the South of Forest Area. B.In 1998, the City Council adopted the 1998-2010 Comprehensive Plan. In Program L-22, the Comprehensive Plan called for preparation of a Coordinated Area Plan for the SOFA and Palo Alto Medical Foundation site. Palo Alto Municipal Code, Chapter 19.10 authorized preparation of Coordinated Area Plans. C.Coordinated Area Plans ("CAPs") are intended to be used to facilitate neighborhood based planning for the use and re- use of land and buildings. The purposes of a CAP are described by Palo Alto Municipal Code section 19.10.010 as follows: " (a) To create enhanced opportunities for building a sense of community through public involvement in planning processes which are designed not only to satisfy constitutional due process requirements, but also to provide residents, and business and property owners with early, meaningful opportunities to help shape the physical components of their neighborhoods and community. (b) To emphasize and enhance architectural qualities, public improvements, and site design by providing a graphic, visual linkage. between policies and programs established in the Comprehensive Plan and specific development entitlements and public improvement s . (c) To facilitate physical change by each of the following methods: 000406 sd10052487 1 i) Accelerating and coordinating the planning process within selected areas so that private development and re-use can proceed under streamlined City review processes. 2) Encouraging rational private investment by providing specific, dependable information about the design requirements, development standards, and uses allowed on a particular site. 3) Analyzing and considering the economic environment so that the planning process works in conjunction with the marketplace, rather than independent of it. 4) Coordinating and timing public infrastructure investment to facilitate desirable private land uses. (d) To assure Palo A1 to "s environmental quality by using the Comprehensive Plan Environmental Impact Report to focus environmental review on area and site-specific issues and changed circumstances. (e) To facilitate orderly and consistent implementation of the City’s Comprehensive Plan. " D. The City Council has conducted a public hearing on the SOFA Coordinated Area Plan. E.The City Council has reviewed and considered the information contained in the SOFA CAP Final Environmental Impact Report, has certified the adequacy of the EIR, .and has made findings upon the significant environmental impacts identified in the EIR. F.The City Council finds and determines ’that the SOFA CAP, Phase 1 is consistent, with the Comprehensive Plan of the City of Palo Alto, as amended. The City Council has specifically considered the regional welfare and the impacts of the development agreement upon the regional welfare. The City Council finds and determines that the benefits of the project set forth in the EIR 000406 sd10052487 2 and CAP establish the reasonable relationship of the project to the regional welfare. G.The City Council has specifically considered and hereby approves integration of the SOFA CAP with the City’s Capital Improvement Program in order to assure timely implementation of the public improvements set forth in the CAP. H.The City Council ~as specifically considered the economic and fiscal feasibility of the SOFA CAP in light of market place factors and incentives and disincentives to the desired development product, as well as a cost-benefit analysis of the public infrastructure investments’and projected economic benefits to the city and community, and hereby finds and determines as follows: I. The proposed development is economically feasible under current market conditions; 2. The development intensity proposed is warranted by current land costs and the substantial land dedications for parks and affordable housing; 3. The public infrastructure investment of approximately $I0,000,000 will result in the City acquiring a total of 2.41 acres of land and the historic Roth building for park, affordable housing and public facility purposes. This public investment is warranted by the City’s need for affordable housing and parkland. In addition, 1.5 acres of the 2.41 total are being dedicated without cost to the City. I.The City Council hereby finds that the adoption of the SOFA CAP, Phase 1 will serve the public interest, health, safety and general welfare. SECTION 2. The SOFA CAP, Phase 1 shall be deemed to include the following documents:. SOFA CAP, Phase 1 plan attached as Exhibit "A;" Conditions of Approval attached as Exhibit ~B;" All environmental mitigation measures identified in the accompanying Resolution of the Council of the City of Palo Alto Certifying the Adequacy of the South of Forest Area Coordinated Area Plan Final EIR and Making Findings Thereon Pursuant to the California Environmental Quality Act;~ This Ordinance Adopting the South of Forest Area Coordinated Area Plan, Phase i; 000406 sd10052487 3 eo The Errata sheet dated April 5, 2000 and attached as Exhibit "C;" and The City Council’s additional conditions and modifications as approved on March 27 and March 28, 2000, and shown on Exhibit "D." SECTION 3. Phase i. SECTION 4. This ordinance shall be effective thirty-first (31st) day after its passage and adoption. INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: The City Council hereby approves the SOFA CAP, upon the ATTEST:APPROVED: City Clerk APPROVED AS TO FORM: City Attorney Mayor City Manager Director of Planning and- Community Environment 000406 sdl 0052487 EXHIBIT A SOUTH OF FOREST AREA COORDINATED AREA PLAN, PHASE 1 PREVIOUSLY DISTRIBUTED 000406 sd10052487 EXHIBIT B - CONDITIONs OF APPROVAl, In addition to the specific development conditions enumerated below, the private development of properties subject to the Development Agreement between City of Palo Alto, a chartered city and.Palo Alto Medical F6undation for Health Care, Research and Edueation,.a California corporation, shall b~ in compliance with applicable land use requirements that would normally be applied to said private development. These shall include, but not be limited .to: ¯ Title 8, Tree.s and Vegetation, of the Palo Alto MunicipalCode (PaMC); ¯Title 12, Public.Works and Utilities, of the PANIC; ¯Title 15, Fire Prevention, of the PAMC; ¯Title 16, Building Regulations, of the PAMC; ¯Title 17, Hazardous Materials Storage and Handling, of the ’ P .A C; ¯ "Title 18, Zoning ofthe PAMC; ¯Title 21, Subdivisions and Other Divisions of Land of the Paio Alto Muttieipal Code (PAMC),and; ¯The Palo Alto Comprehensive Plan, as amended, to inehde the SOFA CAP. In addition to the requirements listed, the developer shall also be ~ubject to the following review process:. ¯ .All private development activities on the blocks A, B, C, and H as described in Exhibit A of the Development Agreement, shall be in compliance with the development standards set forth in the AMF, MUO/AIVIF, and DHS designations, and further shall be subject to the Design Review Co .mmi.’ttee process as dehcribed in the SOFA CAP. ¯ All private development a~tivities on blocks D, E, and F shall be subject to the development standards set forth in the DHS designation in the SOFA CAP, the City.’s Compatibility Guidelines, and review by the Director of Plauning and Community Environment. ¯ . All private development activities involving identified historic resources shall be in substantial compliance with the Secretary of Interior’s Standards for Rehabilitation, as determined by the Director of Planning and Community Environment. All construction activities in the public right-of-way shall be completed to the satisfaction to the Director of Publi~ Works and Director of Utilities. " 3. " The developer shall, if determined necessary by the building official, contract with a qualified soils or geotechnieal engineer 4o perfofin a detailed geotechnieal study for any development proposed .within the planning area. All mitigation measures identified in the geoteehuical report shall be implemented in order’to reduce geologic-related impacts to a less than significant level. The gebt~c.hnieal report Shall be subject to review and approval by ~e Palo Alto Building Division prior to grading activities. o The developer shall incorporate Best Management Practices (BMP), as defined within Po.liey N-21 of the Comprehensive Plan, into project plans. Preparation of a stormwater pollution prevention plan identifying the specific BMP tO be followed du~ing the project is the responsibility of all future project dbvelopers. Incorporation of BMP shall be completed prior to grading permit approvals, subject to approval by the City Public Works Engineering Division. For all redevelopment projects on sites suspected by the City of containing groundwater or soil contamination within the planning area, the City shall require that the developer ~hall hire a qualified environmental testing company to collect and test random soil samples for analysis of soil and groundwater contamination. The environmental consultant, hired by the project proponent, shall comply with all regulations governing sampling methodologies, shipping and handling procedures, and testing methodologies. The analysis shall comply with the planned schedule and analytical procedures for providing the information specified in the State of. California Environmental Protection Agency Department of Toxic Substances Control’s Preliminary Endangerment Assessment (PEA). Validated data shall be submitted to the Santa Clara County Depai’tment of Health, the Santa Clara Valley Water District, and ’the Statel of California Environmental Protection Agency Department of Toxic Substances Control for review.. In. the event that eontaminati0n is discovered, affected soils shall be removed in compliance With all federa~ and. stare’regulations governing clean-up procedures and disposal of hazardous matei’ials..Clean up shall be certified as ~omplete by the Santa Clara .County Department of Health and the Santa Clara Valley Water District. o All development shall be required to comply with the City of Palo Alt0 Fire Department standards and procedures for asbestos containing material. The developer shall prepare construction-recycling plans as part of the project approval process. The construction-recycling plan.shall be implemented through ¯ explicit provisions in demolition and construction contracts. The construction recycling plans shall inchide the following specific steps: a)Recovery of concrete, asphalt, and other inert solids; b)Reeo#ery of.scrap metals; c)Salvage of building fixtures and other re-usable items; and d)Siting eo.ntalners at the construction site for cardboard, beverage containers, wood, and other? reeyelable materials. e)The eo~trucfi.on-recyeling plan shall be impleniented through explicit- pro.visions in demolition and construction contracts. 8.The developer shall prepare operation-recycling programs, as part of the individual project approval process. The on-going programs shall describe the proposed diversion rates for different material types and the location to which they will be 2 diverted, as well as locations, areas, types.of bins, etc. should containthe following specifi~ information: a) .b) c) In dddition, the program Specific locations, square footage, and equipment that would be used to hold and handle recyclables (i.e.’, e~rdboard, compactors, glass-bins, can bins, paper bins, etc.) and solid waste. The locations of containers within the retail facility near.high volume pedestrian areas to encourage waste minimization and recycling; and Store layouts that incorporate space for the storage of reey~lable material, principally cardboard, prior to its movement to another area for pro.cessing and transport. 9..The developer shall insure and provide, specifications to preserve trees and landscaping protected by the Area Plan. The specifications shall require that all improvement and development plans us.e the Tree Preservation and Management regulations (PAMC 8.10)standards and specifications for: --- ¯Tree reports; ¯protection of trees duri~g construction ¯replacement and planting oftr~es .. ¯ .maintenance of trees after construction The Area Plan shall include.provisions fo~ reforestation and revegetati0n of right- of-way planting areas. Species and specifications shall be consistent with Guidelines for Tree Managemen~t & Removal Program. All final construction plans for projects in the planning area shall be subject to reviewand approval by the City of Palo Alto A~.borist prior to approval. 10.The SOFA CAP identifies the following structures.as important historic resources: 1.The French Lauadry Building at 260 Homer Avenue. 2.The AME Zion Church at 819 Ramona Street. 3.The Victorian structures at 737, 804,806, 840, and 846 Bryant Streets. 4. The Victorian structures at 260 and 270 Channing Street. The developer shall use the .measures that Would serve to reduce the extent of the impacts of the Area Plan on historic resources in the planning area, including, but not be limited to the following: a) Redevelopment of identified historic resources, including relocation, alieration and additions shall be completed to insure substantial -compliance with the Secretary of In.terior’s Standards for l~ehabilitation. The Director of Planning. and Community Environment. shall determine substantial compliance. b)Rehabilitation of historic struetttres may include, but not be limited to, review by the. Design Review Committee, as determined by the director of Platming and Community environment. 11.In the event that archaeological resources or human remains ate discovere.d during grading or construction activities, all work Shall cease within ~50 feet of the find until it can be evaluated by a qualified, professional archae61ogist. If the find is determined to be significant, appropriate mitigation measures shall be developed and implemented in accordance with Appendix K of the CEQA Guidelines. Any discoveries shall be reported to the City of Palo Alto Community Develo ~ment Director for forwarding to the Historic Kesources Board. 4 EXHIBIT "C" SOUTH OF FOREST AREA COORDINATED AREA PLAN DRAFT PLAN MARCH, 2000 ERRATA SHEET The following changes represent text amendments after its printing and will be included in the final document: Page 18, Paragraph (iii), Line 8: This Plan provides the flexibility for this structure to be-restored to its original form and converted to a public facility, residential use or "~;"*~;-~" "~ .... ÷~ll;÷,e, ,.~,.I;,.,,.~1 ;,.~,-.;1;1~, .._.......~~""~’;"" non-residential uses. The remaining part of the block is envisioned to contain both low density and multiple family type uses with a public mews connecting Sco---~-Park to the two-acre park. Page 28, Paragraph (2), Line 9: ].". zdd!t!e.-., !.-.c!’--’_!-’_.-. ’;:!t.k.!.-. th~_ D-’_’;;ntc’::.-. CAP ,::!!! ;:_-":!de for Page 73, Parag~’aph (3, 4), Line 1: Proposed development projects, for residential and non-residential, that involve potential cultural resources shall include the preparation of an evaluation of the resource through an Initial Study. The evaluation would determine if a structure(s) is a cultural resource and identify acceptable mitigation measures that would address potential impacts to the structure(s). Policy DC-8: All ~*"’"÷ .....;,~,,÷;,’,,~,~ ,.. ÷~,~ C!.*.,": ~;~÷,-,,;,. c)~,,;,.÷,~, identified as meeting the criteria to be national register eligible historic resources shall be subject to the "~""’;"’~’-~ ~.÷,~,,~,,,,~,. ,,~ ÷,,~, C!t;’ -,~ P~,’, ^’÷,~ H!~t-’_."; Pre~_e.".’~_t!c.-. Ord!.".ence. substantial conformance to the Secretary of Interior Standards for rehabilitation. Policy DC-9: Encourage public and private efforts to maintain, preserve, and use historic buildings and other historic resources in the SOFA Plan Area in order to maintain the scale and character of the area. Encourage use of incentives programs found in t,qe-t=l~ter.~ P;~_°_.er:~_t!c.e Ord!.-.~nco SOFA CAP and Palo Alto Municipal Code. Page 75, Paragraph (3), Line 7: Page 106, Section 3, Part’C, Line 3: .~.t th= d!~’:ret!-’_.-, cf t.h._~ n;,.~,.,+,.,,. ,.,~ o~.~,,,;,,,, .,~,~ r-,-.,.,, .... ;~,, ~~ ,,~,2~’ ........................-~ -...- ............,~÷;nn ~ fl~-’- .... EXHIBIT D CITY COUNCIL’S ADDITIONAL CONDITIONS AND MODIFICATIONS I. Individual Full fourth floore units shal~ not be permitted on Block "B." Th~ maximum height for the AMF structures on Block "B" shall be forty-five (45)-feet at the peak of the roof and thirty- five (35) feet at the roof eave. (See Development Aqreement, Exhibit ~D-5.") 2. The Block "C" AMF with MU Overlay project shall provide a total of 140 parking spaces, at least 20 of which shall be dedicated without charge for use by the adjacent AMF affordable housing project on Block "C" (See Development Agreement, Exhibit "D-I~")~ 3. If feasible, the Block "C" AMF with MU Overlay project shall construct and use a single parking garage entrance ramp entering- off of Ramona Street rather than Bryant. No additional costs resulting from the ramp consolidation shall be attributed or charged to the AMF affordable housing site. 4. 840 Bryant shall be relocated within or off of Block ~C" if economically, and historically feasible in order to maximize use of the AMF affordable housing site. 5. The Block "C" AMF with MU Overlay project shall include no more than 96 employee workstations. This condition shall be developed and imposed so as to impose bindinq contractual performance obligations upon the occupants and users of the project for a period of no less than twenty (20) years. 6. Prior to issuance of any final development permitsoccupaney, an "Employee Management and Transportation Demand Management ("TDM"-~ program ~ ~’~,~ "~"~ ~ ""~.,~,~ ,~ Overlay project shall be developed for and imposed upon the Block "C" AMF with MU Overlay, to the satisfaction of the City’s Chief transportation Official, e ~ ’"~"~ pl Th p g mpla~ shall be developed and imposed so as to impose binding contractual performance obligations upon theoccupants and users of the project for a period of no less than twenty (20) years. The TDM programp~m~ shall have a minimum goal of fifteen percent (15%) trip reduction and shall establish financial penalties for non- compliance. The TDM programp=La~ shall include a requirement that the occupants of the project be provided with "ECOee Passes" or equivalent public transportation vouchers at no cost. 7. All building area in excess of 28,000 square feet, in the Block "C" AMF with MU Overlay project, shall be used only for ~On~site Employee Amenities," as described in Palo Alto Municipal Code section 18.83.120, so as to reduce traffic impacts from the 000406 sd10052487 project. This condition shall be developed and imposed so as to impose bindinq contractual performance obliqations upon the occupants and users of the project for a period of no less than twenty (20) years. 8. The French Laundry rehabilitation shall preserve the existing identifiable fagade, in addition to meeting all-other applicable historic preservation requirements~ (See Development Agreement, Exhibit "D-I.") 9. All residential units in the Block "C" AMF with MU Overlay project shall be subject to annual inspection by the City to assure that the units are in residential use. The City may collect a reasonable inspection fee to recover the costs associated with this inspection. i0. All subsequent project design approvals for any development in the CAP area shall include specific review and approval of three- dimensional design models. Ii. The maximum.permitted floor area ratio for new construction Block "A" shall 1.5 for each lot. (See Development Agreement, Exhibit "D-5.") 12. The City Council- intends to reconsider the AMF designation applied to 828 Bryant early in Phase 2 of the CAP process. 000406 sdl 0052487 9 ORDINANCE NO. ORDINANCE OF THE COUNCIL OF THE CITY OF ~ALO ALTO APPROVING A DEVELOPMENT AGREEMENT WITH THE PALO ALTO MEDICAL FOUNDATION The Council of the City of Palo Alto does ORDAIN as follows: SECTION I. The City Council finds as follows: A.In 1991 the City of Palo Alto (~City") and the Palo Alto Medical Foundation ("Foundation") entered into a Development Agreement with respect to certain Foundation property in Downtown Palo Alto (~Downtown Site"), upon which Foundation intended to develop an expanded medical clinic and medical research facility. That agreement was amended in 1996 when the Foundation developed its current facility at Urban Lane. B.City has undertaken a detailed planning process to prepare a Coordinated Area .Plan for the South of Forest Area ("SOFA"), including property owned by the Foundation. C.City and the Foundation desire to enter into a new Development Agre@ment to implement Phase 1 of the SOFA Coordinated Area Plan. D.The City Council finds and determines that notice of intention to consider adoption of the Development Agreement has been given pursuant to Government Code section 65867. E.. The City Council has conducted a ~public hearing on the Development Agreement and on the SOFA Coordinated Area Plan. F.The City Council has reviewed and considered the information contained in the SOFA CAP Final Environmental Impact Report, has certified the adequacy of the EIR, and has made findings upon the significant environmental impacts identified in the EIR. G.The City Council finds and determines that the Development.Agreement is consistent with the Comprehensive Plan’of the City of Palo Alto, as amended. The City Council has specifically considered the regional welfare and the impacts of the development agreement upon the regional welfare. The City Council 1 000406 s~ 0052479 finds and determines that the behefits of the project set forth in the Development Agreement establish the reasonable relationship of the project to the regional welfare. SECTION 2. The City Council hereby approves the Develop- ment Agreement between the City of Palo Alto and the Palo Alto Medical Foundation for Health Care, Research, and Education, a California corporation, a copy of which is attached hereto as Exhibit ~A", and authorizes the Mayor to execute the agreement on behalf of the City. SECTION 3. The City Clerk is directed to cause a copy .of the development agreement to be recorded with the County Recorder not later than ten (I0) days after it becomes effective. SECTION 4. This ordinance s~all be effective upon the thirty-first (31St) day after its passage and adoption. INTRODUCED: PASSED: AYES: NOES: ABSTENTIONS: ABSENT: ATTEST:APPROVED: City Clerk APPROVED AS TO FORM: Mayor City Attorney City Manager Director of Planning & Community Environment 000406 sdi 0052479 2 This document is rehorded 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: City Clerk City of Palo Alto 250 Hamilton Avenue PI.O. Box 10250 Palo Alto~ CA 94303 DEVELOPMENT AGREEMENT Between CITY OF PALO ALTO, a chartered city and PALO A~TO MEDICAL FOUNDATION FOR HEALTH CARE, RESEARCH AND EDUCATION, A California Corporation 000404 sdl 0052488 1 DEVELOPMENT AGREEMENT THIs DEVELOPMENT AGREEMENT (hereinafter ’[Agreement") is entered into as of this day of April, 2000, by and between the CITY OF PALO ALTO,a chartered city of the State of California (hereinafter "City"), and the Palo Alto Medical Foundation For Health Care, Research And Education, a California corporation (hereinafter "PAMF"). RECITALS THIS DEVELOPMENT AGREEMENT is entered into on the basis of the fol!owing facts, understandings and intentions of the parties: These Recitals use certain terms with initial capital letters that are defined in Section 1 of this Agreement. City and PAMF intend to refer to those definitions ~hen the capitalized terms are used in these Recitals. A. Government code sections 65864-65869.5 authorize the parties to enter into a binding development agreement for-the development of real property within City’s jurisdiction. B. Pursuant to Government Code section 65865, City has adopted Resolution No.’ 6597 establishing procedures and requirements for consideration of development agreements. C..The Property is the subject of a 1991 specific plan and development agreement (Ord. No. 4050). In.1996, at the request of PAMF, City approved an amendment to the development agreement ("First Amendment" Ord. No. 4332) for the purpose, " among others, of facilitating PAMF’s decision to relocate its facilities out of the SOFA Area to the Urban Lane Site. The ’First Amendment recites the parties’ mutually agreed upon facts, understandings and intentions, and includes the following: "Adoption of the Orban Lane Approvals by City was based upon the EIR ~onclusions and the representations by Foundation recited above. The parties specifically. acknowledge .their mutual understanding that prior to reuse Of the Downtown Site, appropriate consideration and planning for its replacement land uses must be. conducted. Accordingly, in order to preclude operation of medical facilities at both the Downtown Site and the Urban Lane Site, the parties agree by the terms of this Amendment to suspend implementation of the Downtown Site Plan during the interval between 000404 sdl 0052488 enactment or granting of the Urban Lane Approvals and completign of occupancy of the Urban Lane Site. Further, the parties agree to preclude occupancy or reoccupancy of the structures on the Downtown Site after occupancy of the Urban Lane Site, except for the limited purposes specifically provided in this Amendment. Further, the parties agree that Foundation shall retain a limite~ option to cancel this Amendment and reinstate the Downtown Site approvals." The First Amendment further provided, in Section 7, that: ~[PAMF’s]- . . right to occupy the existing facilities on the Downtown Site, for medical or any other purposes, shall terminate on the Occupation Date set forth above." The 1991 Development Agreement, as amended. by the First Amendment~ is hereinafter cal.led the "Prior Development Agreement". D. City’has adopted a Coordinated Ar4a Plan for the South of Forest Area (the "SOFA CAP"), which includes appropriate consideration and planning for replacement land uses and is intended to stimulate new development on the. Property including, but not limited to, the following features, extraordinary benefits, and approvals: I. City acquisition, by dedication from PAMF without cost, of 1.00 acres land for neighborhood park development purposes (0.89 .acres in fe~, 0.ii acres ~assigned Pi~kerton Lease); 2. dity acquisition, by purchase at a negotiated price, of 1.41 acres of land and improvements which are contiguous to the dedicated land, including the historic Roth building, for neighborhood park and public facility purposes if financially feasible, or, in the case of the Roth building and sufficient surrounding land for accessory buildings and uses such as parking, rehabilitatibn and resale by City for private purposes if’public facility use is not financially feasible; 3. City acquisition, by dedication efrom PAMF without .cost-, of a fully-paid, and assignable option on 0.60 acres of land (which is about 12 percent of the developable acreage owned by PAMF), in order to satisfy PAMF’s obligations under the City’s Below Market Rate Inclusionary Housing ("BMR") Program set forth in Program H-20 of the Housing Element of City’s Comprehensive Plan; 4. City acquisition, by purchase, at a negotiated p~ice, of a fully-paid and assignable option on 0.63 ~cres of 000404 sd! 0052488 land contiguous to tSe dedicated BMR land, for development of affordable hohsing; 5. City acquisition, without cost, of public access to private parking facilities to be constructed as part of the Block "C" improvements as shown on Exhibit D-!; 6. Construction by PAMF of approximately 120 housing units, including Attached Multiple-Family (~AMF") and Detached Houses on Small Lots (~DHS") and related accessory buildings and uses; 7. Rehabilitation, relocation and preservation by Builder of three historic single, family homes, which are currently in disrepair, for single family residential, purposes; 8. Rehabiiitation and reuse as -nonconforming office space by Builder of a historic single family, home f~rmerly used for medical office uses; 9. .Rehabilitation and’ adaptive reuse for office and residential purposes by PAMF or its assignees of the historic former AME Zion Church ind. French. Laundry buildings, including new construction consistent with applicable historic regulations and guidelines;. I0. Demolition and removal by PAMF or its assignees of the Lee Building, Research .Building, Urgent Care Building, and a portion of the non-historic wings of the Roth Building, on terms and conditions set forth in this’Agreement; II. Construchion. by PAMF o~ a mixed residential and office building at 820 Ramona under the current CD-S zoning; 12. All necessary parcel, architectural review, hi.storic and other approvals.needed to implement the SOFA CAP. E. City has certified or approved, as applicable, certain. environmental documents and land u~e approvals and entitlements relating to the development of the Project. These action8 include the following: I. CEQA Compliance. The SOFA CAP, the Project, this Agreement and the Project Approvals were the subject of an environmenta! impact report ("EIR") pursuant to .the California Environmental Quality Act, the State CEQA Guidelines,- and the City’s CEQA implementing guidelines and procedures (collectively, "CEQA"). The EIR was certified as adequate by 000404 sdl 0052488 the City Council on March __, 2000 and the daia, analyses, comment.s, responses, mitigation measures and other information contained in the EIR were considered by the City Council prior to its consideration of and action on the SOFA CAP, the Project, this Agreement, and the P.roject’ Approvals. In connection with the certification and consideration of the EIR in relation its approval of the SOFA CAP, the Project, this Agreement and the Project Approvals, the City Council made findings pursuant to CEQA as set forth in its Resolution No., dated March , 2000. 2. The SOFA CAP. 3. Other Approvals and Entitlements.On March __, 2000, the City Council approved an amendmentto.-the land use element of the Comprehensive Plan. 4. Conditions of Approval. The SOFA CAP contains specific requirements~ that apply to this Project and specific conditions have been imposed upon the Project. 5. Development Agreement Ordinance. City has duly adopted, in accordance with allapplicable laws, ordinances and charter provisions, Ordinance No. authorizing the Mayor to execute this Agreement on behalf of City. F. City acquisition of land, by dedication and purchase, for below market rate housing, park, and public facility purposes is a maj’or inducement for City toenter into this Agreement and a major obligation-of PAMF.PAMF intends to market and sell the Sand and entitlements that are the subject of this Agreement to one or more third parties ("Builder" or "Builders") who will develop the Project. PAMF has already entered into an agreement with SummerHill Homes, a California corpora n or ..............~ .........~ ...................... ~’"°~,~.~u~"\,that both PAMF and City expect to result in SummefHill or a related entity formed by SummerHill Homes ("SummerHill")acquiring the-land and entitlements that are the subject of this Agreement. The demolition, structure relocation, dedications, exactions,’ mitigations, reservations, land acquisitions and other el.ements of this Agreement are to a large degree interdependent upon each other so that it is necessary to time., sequence and coordinate the actions of City with PAMF and/or Builders. PAMF and City also wish to coordinate the timing of City’s land ac~uSsitions and PAMF’s other obligations with PAMF’s marketing program, and in particular., with SummerHill’s specific development goals,in order to i) assure that PAMF receives the benefit ofthe 000404 sdl 0052488 entitlements that are provided by this Agreement givcn to it concurrently with City receiving the benefit of the land dedication and purchase and other PAMF obligations and ii) facilitate orderly and coordinated construction of .the public and private improvements contemplated under this Agreement. G. City desires to obtain the binding agreement of PAMF .for the that development of the Property will be in accordance with ’the provisions of this Agreement, the SOFA CAP, and the various other approvals and conditions related thereto. H. PAMF desires’ to obtain the binding agreement of City that City will permit PAMF or its successors or assigns develop the Property in accordance with the Applicable Rules and Subsequent Applic@ble Rules, including ~DY modifications permitted by this Agreement, and also the City’s commitment to acquire the Park Land for park purposes. I. PAMF has applied, to City pursuant to the ~evelopment .Agreement Act and City’s Resolution No. 6597 for approval of a development agreement providing for the binding agreements desired by the parties hereto. City’s Planning Commission and Council have given notice of intention to consider this Agreement, have conducted public hearings thereon pursuant to Government Code sectibn 65867 and City’s Resolution No. 6597 and have found ~hat the provisions of this Agreement are consistent with City’s Comprehensive Plan, as amended, and the SOFA CAP. J. The terms and conditions of this Agreement have been found by City to be fair, just and reasonable, and to provide benefits to City. K. This Agreement is consisteit with the preseDt public health, safety and welfare needs of the residents of the City of Palo Alto and the surrounding region. City has approved the Projec[ " and granted the entitlements after considering the impacts and benefits of the Project.upon the health, safety and welfare of the City and the region. City has also. determined that the Project, as conditioned and modified, represents a reasonable balancing of the competing interests of the affected region. L. 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 preclude or limit development on the Property. 000404 sdl 0052488 6 M. This Agreement will eliminate uncertainty in planning and provide for the orderly development of ’the Property, eliminate uncertainty about the validity of ~xactions imposed by City, allow installation of necessary improvements, provide for public services appropriate to the development of the Project, and generally serve the public interest, both within the City of Palo Alto and in the surrounding region. N. Development of the Project in accordance with this Agreement and the .Project Approvals will provide for orderly development, consistent with City’s Comprehensive Plan. The terms and conditions of this Agreement have undergone extensive 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 ~nd its purposes are consistent with the goals, policies, programs and standards ¯ specified in City’s Comprehensive Plan, as amended, and the SOFA CAP; 2. This Agreement will help attain ~mportant economic, social, environmental and’ planning goals of City and enhances and p~otects the public health, safety and welfare of the residents of the City of Palo Alto and the Surrounding region; 3. PAMF will incur substantial costs in providing public improvements, facilities and services for the benefit of the public in excess of that required to address the impacts of the Project; 4. This Agreement environmental impacts; and will mitigate significant 5. This Agreement will otherwise achieve the goals and purposes for which the Development Agreement Act was enacted. NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS AND OF THE CONDITIONS AND COVENANTS CONTAINED HEREIN, THE PARTIES DO HEREBY AGREE AS FOLLOWS: i. Definition~. otherwise requires: In this Agreement, unless the context (a) "Applicable Rules" means the rules, regulations and official policies of City in force on April , 2000, governing permitted uses of the Property, governing density, and 000404 sdl 0052488 7 governing design, improvement and construction standards and specifications applicabl.e to the Project and the SOFA CAP,-as amended by and reflected in the Project Approvals. (b) "City" is the City of Palo Alto. (c) "Closing Date" is the earlier of i) the date of recordation in the Official Records of the County of Santa Clara of the grant deeds from PAMF qonveying fee title to the Property to SummerHilI or other assignee or, ii) the e~piration of twelve (12) months followingthe Effective Date. PAMF may extend the Closing Date by up to six (6) months by providing City notice of termination of SummmerHill’s right to purchase. PAMF shall provide City with at least forty five (45) days’ notice of the anticipated calendar.date of the Closing Date in .order to allow timely funding of City’s land acquisitions. (d) ~Comprehensive Comprehensive Plan. Plan" is the Palo Alto (e) "Conditions of Approval" are the conditions placedupon the approval Of the Project by the City Council, and include the provisions of the SOFA CAP, environmental mitigations adopted by the City Council, and conditions arising from necessary ministerial and discretionary approvals which will be considered after-approval of this Agreement. (f) ~’Development Agreement Act" means Sections 65864 - 65869.5 of.the California Government Co~e. (g) "Discretionary Action" includes a "Discretionary Approval" and is an action which requires the exercise of judgment, deliberation or a decision, and which contemplates and authorizes the imposition of revisions or conditions, by City, including any board, commission or department and any officer or emplqyee thereof, in the process of apprgving or disapproving a particular activity, as distinguished from an activity which merely requires City, including any board, commission or department and any officer ~r employee thereof, to determine whether there has been compliance, with applicable statutes, ordinances,.regUlations, or conditions of approval. (h) "Effective Date" is the date first listed above as the date this Agreement is entered into, April __, 2000, hnless delayed pursuant to Section 18(w). (i) ~Mortgage" means and refers, singly and collectively, to any mortgages, deeds of trust, security 000404 sdl 0052488 agreements’, assignments and other like security instruments encumber±ng all or any portion of the Property or PAMF’s ~rights under this Agreement. (j) ~Moftgagee" means and refers tothe holder of any Mortgage encumbering all or iny portion of the Property or PAMF’s rights under this Agreement, and any successor, assignee or transferee of any such Mortgage holder. (k) "Party" is a signatory to this Agreement, or a successor or assign of a signatory to this Agreement. (.1) "Prior Development Agreement" development agreement described in Recital C above. means the (m) "Project" means development of the Proper~" in accordance with .the Applicable Rules, Project Approvals, and this Agreement. (n) ~Project ApprOvals" means the SOFA CAP, amendments to the Zoning Ordinance, Comprehensive Plan amendments, Conditions of Approval, variances, site and design and architectural review, tentative or final maps, and any other permits, licenses ~or other entitlements, - discretionary or ministerial, relating to the development of the Property-.which are described in Recital D or attached Exhibits "D-I" through "D-10." (o) The "Property" means and is more particularly described in attached Exhibit "A." (p) "Public Improvements" means thQse public improvements that PAMF agrees to construct and dedicate to the City, or that the City or suchother public entity as the City shall lawfully designate, may acquire, construct,equip, install, operate or maintain. (q) ~Subsequent Applicable Rules" means the rules, regulations and official policies of City, as they may be adopted and effective after’ the Effective Date .of this Agreement, governing permitted’uses of the Property, governing density, and governing design, improvement and construction standards and specifications applicable to the Pr6ject. (r) "Zoning Ordinance" i~ the zoning ordinance for the City of Palo Alto (Title 18 of the Palo Alto Municipal Code). 000404 sdl 0052488 9 2. Interest of PAMF. PAMF represents to City that, as of the Effective Date, it owns the Property (except for the "Pinkerton Parcel" on Block "B" and the "Grandona Parcel" shown on Lot C1 on Exhibit "B") in fee, subject only to encumbrances, easements, covenants, conditions, restrictions and other matters of record. With respect to the Grandona Parcel and Pinkerton Parcel, PAMF is the lessee under long-term leases which it has the righ~ to. assign. 3. Bindinq Effect. Subject’to the provisions of Section 18(f) below, this Agreement, and all of the terms and conditions hereof, shall run with the land. and shall be binding upon and inure to. the. benefit of the Parties and their respective assigns, heirsor other successors in interest. 4. Negation of Agency. The Partie~ acknowledge that’, in entering into and.performing .this Agreement, each 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 PAMF joint venturersor partners. 5. Development of the Property. The following specific restrictions shall govern the use and development of the Propgrty: (a) Permitted Uses. The Property may be used as set forth in the Applicable ~ules, Project Approvals, Conditions of Approval and this Agreement. (b) Maximum Density and Intensity of Uses. When developed, the density and intensity of use of the Property shall not exceed those densities and intensities of use set forth .in the Applicable Rules, Project Approvals and this Agreement. (c) Dedication of Property for Public Purposes. Provisions for the dedication of land and buildings for public purposes are set forth in Section 6 below. (d)Development Standards.All design and development Standards not set forth in the Project Approvals or this Agreement shall be in accordance with the Applicable Rules as applied to the Project through the applicable zoning and other future actions taken by City; provided such standards shalinot be inconsistent with the Project Approvals. 000404 sdl 0052488 10 .(e) Subsequent Applicable . Rules.A Subsequent Applicable .Rule can be applied to the Project without PAMF’s consent only if C±ty determines it necessary to protect against conditions which create a substantial and demonstrable risk to the physical health or safety of residents or hsers of the Project or the affected surrounding region. 6. Dedications, Exactions, Mitigations and Reservations. PAMF or s ass’ nee .~ .........w~w ...........¯w ........~ specifically includinq includcs Builder) shall make the dedications,exactions, mitigations or reservations required by the Project Approvals,. Conditions of Approval and Applicable Rules, and all real property conveyances, encumbrances, or other contracts of any kind shall be in a form acceptable to the City Attorney. The specific provisions of the Project Approvals shall control over conflicting or duplicative provisions of the Applicable Rules relating to dedications, exactions, mitigations or reservations. Unless otherwise provided, all .such dedications, exactions, mitigations, reservations and all such real property conveyances, encumbrances, or other contracts shall be offered to City before any substantial construction is permitted or conimenced on the Property. (a) Utility Dedications.PAMF shall offer for .dedication to the City all easements necessary to serve the Project for electric, water, gas, wastewater and storm drainage purposes. (b) BMR and Parkland Acquisition. PAMF and City shall complete the BMR and parkland acquisitions on or before the Closing Date as follows: (i) Dedication/Sale of BMR L~and to city. PAMF shall ~ffer to sell, and City shall purchase, a thirty-six (36) month option to acquire an undivided 51.2% interest in the 1.23 acre parcel on Block "C" which will be created in conformance with Exhibit "B" (said parcel is hereinafter.referred to as the "BMR Land") upon the terms and conditions outlined in Exhibit "E-I" attached hereto. The option consideration shall be $3,008,845 and shall be credited in full to the purchase price of $3,008,845. After the first twelve (12) months of the option period, City shall pay the property taxes and reasonable insurance and maintenance expenses ~ncurred by PAMF after the first twelve (12) months. Upon exercise of the said option by City and close of escrow for said purchase, PAMF shall irrevocably offer to dedicate, and’ City shall accept the dedication of, the remaining 48.8% interest in the BMR Land. 000404 sd! 0052488 11 (ii) Dedication/Sale of Park L~and to City. PAMF shallirrevocably offer to dedicate, and City shall accept the_ dedication of, ~n undivided 46.98% interest in the 1.886 acre parcel on Block "B" which will be created in conformance with Exhibit ~B" (the "Owned Park Land"). As¯ a further dedication, PAMF shall assign to City without charge, and City shal! accept the assignment of, the 0.114 acre parcel in Block "B" that is leased by PAMF (the ~Pinkerton Parcel"). PAMF shall sell, and City shall purchase, %he remaining 53.02% undivided interest in the Owned Park Land in ~substantial conformance with the terms and conditions outlined in Exhibit ~E-2" attached hereto. The. purchase price shall be $4,709,055. The Owned Park Land and the Pinkerton Parcel together comprise 2.00 acres o.f la~d (the "Park. Land") .... . (iii) Sale of Roth Building to City. PAMF shall- sell, and City shall purchase, the 0.41 acres of land, with all improvements thereon, on .Block "B". as shown on Exhibit "B" known as the Roth Building in substa.ntial conformance with the terms and conditions outlined in Exhibit "E-2" attached hereto. The purchase price shall.be $1,957,100.. () Use of BMR Land and Park Land. The BMR Land’and the Park Land shall be used by City solely for the following purposes during the ~erm of this Agreement: (i) To site or.facilitate construction of Below- Market-Rate ("BMR") housing units. (ii) The construction and maintenance of a public park on the Park Land, provided, however, that City may use minor portions of the Park Land for parking necessary for the Roth Building. City shall use its best efforts to open the Park Land for public use with five (5) years of the¯ Closing Date. (iii) Prior to City’s occupancy of the Park Land, PAMF shall have the right to use up to one (i) acge of said property at no charge for Construction staging and parking in connection with its development of the Property. PAMF sh:all defend, indemnify, and hold. harmless City for all claims of damage or loss occasioned by such use. Said right of use shall terminate (unless extended by City) on the earlier of (!) two (2) years from the Effective Date, or (2) the date upon which PAMF receives certificates of occupahcy (or equivalent City permits) for parking garages that are part of the’Project on adjacent property to the Park Land. 000404 sdl 0052488 .12 (d) Fulfillment of BMR Housing Requirements and Park Requirements. PAMF’s. dedication of the dedicated portions of the BMR Land and the Park Land, as set forth in Sections 6(b) and 6(c) aboveL shall be deemed to completely fulfill PAMF’s obligation under the Applicable Rules for provision of BMR housing and any housing mitigation impact fee for any commercial development and for the provision of park Sand, and/or payment of park fees, and all other considerations, related to BMR units or parks required by City for the development of the Project. (e) Public Parking Access. PAMF shall permit public access .to app}oximately 60 spaces of the parking provided for the Homer/Bryant development described on Exhibit D-I. The terms and conditions of this parking aecess a.re more partigularly described on Exhibit. D-l. (f) City-Retained Experts. .Several Conditions of Approval for the Project may. require the exercise of highly specialized technical skills or professional judgment by City, and in order to fulfill these obligations City will be required to retain-professional experts as consultants or contrahtors. City shall provide PAMF with an opportunity for input on the selection of such experts prior to retaining them. If either City or PAMF becomes dissatisfied with the work of a retained expert, the parties shall consult in .good faith as .to the suitability of continued retention of said expert. City shall retain complete review and approval £esponsibility for the functigns perfQrmed by.sUch retained experts, and City shall not delegate final decision making responsibility to such experts. .(i) Payment. PAMF shall pay the total ~osts incurred by City in contracting, for the services of certain third party professibnal experts in connection with construction. of the Project (collectively, "City Consultants"), as required by the. Conditions of Approval. The compensation payable to the City. Consultants shall be commensurate with the prevailing market rates in the Palb Alto or greater Bay Area for similar services and shall include City’s standard published overhead charge. .Upon City approval of the initial agreement for services for each City Consultant, PAMF shall deposit with City an amount up to twenty per cent (20%) .of the total approved con[ract amount. The exact amount of the deposit will vary depending on the consultant contract and will be determined by the City staff person assigned to oversee the contract. Thereafter, each quarter, City shall provide PAMF with an estimati of the amounts that will be payable to the City Consultants during the following three-month period, indicating 000404 sd! 0052488 13 for each how much deposit is currently available, how much additional deposit will be needed to fund the contracts during that period, and a schedule for providing the additional deposits. City ’shall provide PAMF with statements itemizing the charges to PAMF in reasonable detail. PAMF understands and acknowledges .that City’s contractual agreements with each City Consultant will provide that no work under such contract shall commence or continue, as the case may be, until and unless sufficient funds are on~ deposit to the account of that contract to.cover the cost of such work, and that failure on the part of PAMF .to make timely payments may result in a cessation of construction-related operations. PAMF may inspect and audit City’s records wit~., respect to all such charges. (ii) Scope of Work and Authority. The scope of work for each of the City Consultants shall provide only for those services that are reasonably necessary to fulfill the purposes, described in. the Project Approvals. Additional services, may be provided, as mutually agreed upon b~ City and PAMF. City agrees to establish in the initial scope of work for each City Consultant the general duties to be performed by the City Consultant, a fixed.hourly rate of pay, and an estimated total contract amount,, based on City staff’s professional judgment and knowledge of the Project at the time the contract is executed. City and PAMF recognize and acknowledge that the schedule of work for~ most City Consultants will be greatly dependent upon such variables as the timing of submittals from PAMF and its consultants, construction scheduling and timing and unplanned contingencies, and that these variables may result in and require changes in the scope.of services or estimated budget for a City Consultant contract.. City shall pe’rform .proper oversight to ensure that only the reasonable, and necessary amount of time and effort is being expended by each City Consultant, to competently perform his or her assigned ~asks according to the standards of his or her profession, in an efficient, economical and timely manner. (iii) Fee Waiver. City shall not require PAMF to pay any fees otherwise payable under the Municipal F~e Schedule for any services that will be .performed by a City Consultant pursuant to this eSection 6(f). 000404 sdl 0052488 14 (iv) Required Consultants.The City Consultants that PAMF shall be required to fund are listed below. (I)Arborist. (2)Archaeologist/Historian. (3)Senior Level Planner. (4)Building Plan Checker and Inspector. (5)Electric Utility Engineer/Inspector. (6)Public Works Engineer/Inspector. (g) Designation of Job Site for Sales and Use Tax Purposes. PAMF shall designate and shall require its contradtors and subcontractors to designate the Property as the place of sale of "fixtures" furnish@d and installed by. them for the Project, and also to designate and require its contractors and subcontractors to designate the Property as the place of use of ~materials" used in construction of the Project. .PAMF agrees and shall require its contractors and subcontractors to compl~te and file. any forms as %he State Board of Equalization may reasonabl~ require to effect the designations required by this eSection 6(g), pursuant to Regulation 1806 of the State Board of Equalization. (h) Real Property Transfer Tax. On or before the Closing Date, PAMF shall pay City’s Real Property Transfer Tax or, for land dedicated, conveyed directly.to City or otherwise exempt from the Real Property Transfer Tax,~ an equivalent sum computed upon the basis of the average sales price per square foot of other .parcels of the Property that are conveyed ~y PAMF to SummerHill or third parties concurrently, with the land acquired by City. (i) No Other Dedications. Except as set forth in this Section 6 or Section 9 below,-or as may be agreeable to PAMF, PAMF shall not be required to make any dedications or reservations of the Property,’ or any portion thereof or interest therein, or of any othe~ property in connection with the development, gonstruction, use, or operation ’of the Project, or anyportion thereof. (j) No Other Public Improvements or Financial Contributions. PAMF shall not be required to construct public improvements or make financial contributions to City in l~eu of public improvements, except as expressly set forth in this Agreement, or as may be agreeable to PAMF or as provided in Sections 8 and 9 below. 000404 sdl 0052488 15 7. Phasing Schedule. PAMF .shall construct the Project and comply with the Conditions of Approval, including the rgquirements of Section 6 of this Agreement, in accordance with the schedule set forth in Exhibit "F." PAMF shall have no obligation to develop the Project, or any component of it, unless and until it .obtains a building permit or permits, at which time PAMF shall~ be obligated to complete each component of the Project for which the building permit or permits were obtained, as Well as all public- improvements, conditions of approval, mitigation measures, or other elements of the Project Approvals required by the phasing schedule to be completed before occupancy of each component for which building permits have been obtained. Subject to the foregoing, PAMF may develop the Project in its sole discretion in accordance with PAMF’s time schedule PAMF may request a change in the order, sequence and phasing of development of the Projec% components. If PAMF requests such’a change, it shall provide City an amended Exhibit "F" showing the requested change and explaining the’ reasons for the proposed amendment. Within a reasonable time of receiving the amended exhibit, the City Manager (a) shall determine whether additional environmental review is required; (b) may re- determine the timing of the construction of the dedications, exactions, mitigations, reservations, or other conditions of approval, including withouh limitahion any public improvements, so that the improvements necessary to serve each component of the Project and to mitigate its impacts are completed before occupancy of such component and may modify the amended exhibit to reflect his. or her determinations;, and, finally, (c) shall approve o~ disapprove the requested change.. If PA~F desires to proceed in accordance with the amended exhibit,, it shall promptly give written notice of its acceptance of the amended exhibit, otherwise the existing Exhibit "F" shall .iemain in effect. PAMF may. request in writing, a change in the time of performance of any Condition of Approval or mitigation measure. Within a reasonable time of receiving the request, the City Manager or her designee (a) shall determine Whether additional environmental review is required because of the proposed change; (b) may condition approval upon changes in the timing Of related conditions or mitigation measures; and, finally,. (c) shall approve, conditionally approve or deny the requested change. Within a reasonable time of receiving the City Manager’s decision approving the request, PAMF shall give written notice of its acceptance or of its withdrawal of the request. The change shall be effective upon receipt by the City of the notice 000404 sdl .0052488 16 of acceptance. 8. Conditions and Impositions. PAMF shall comply with the following conditions and impositions in connectio~ with subdivision and development of the P£operty. These conditions and impositions are in addition to the requirements, standirds and conditions set forth in the Project Approvals. (a) Block ~A". PAMF shall not use the existing structures on Block "A" other than the historic structure, located a.t’737 Bryant Street, except as provided below. (i) ¯Temporary Use of Buildinqs on Bl~ck PAMF shall have the right to use the three vacant buildings on Blohk "A"" for general office use for a period of thirty (30) months from the Closing Date pending redevelopment of that block as part of the development of the Prgject, without the need for any further zoning, use permits, or other entitlements of use (except that any alterations or tenant improvements shall require normal building0permits). (b) Block "B". PAMF shall comply with the followiDg condition~ for development of Block "B." .. (i) -Removal of Lee Building. ’ PAMF shall demolish the Lee Building, on the following terms and conditions: a. The demolition shall be commenced, before issuance of any permits for new construction by PAMF on Block "B," but in no event later than eighteen (18)’ months after the Closing Date, and shall be diligently prosecuted to completion. b. PAMF shall post a bond, and such other documents as may be necessary, with City in a form acceptable to the city attorncyCity Attorney. on or before the Closing Date in the amount of One Million Dollars ($i,000,000) to guarantee the removal of the Lee Building and to permit City to cause such removal under its own authority in the event of a default by PAMF related to such removal. c0 To the extent that a portion of the Lee .Building encroaches upon the Park Land, ~PAMF shall restore that portionof the site to an at-grade condition, including placing fill compacted to City’s specification in any holes on site. City hereby grants to PAMF without further documentation a right of entry over the Park Land to enable PAMF to fulfill this condition. 000404 sdl 0052488 17 (ii) Temporary Use of Land by City for Parking.. PAMF shall leave one acre of the present parking lot in the Waverley-Homer corner of the block paved and striped Yor City to use for public parking p~rposeso (iii) Cross Licenses or Easements for Park/AMF AcceSs. On or before the Closing Date, City and ~PAMF shall grant irrevocable cross licenses or easements as determined by the city attcrncyCity .Attorney after consultation with PAMF for access to and from walkways on the western ~ide of the multi- family development and the eastern side of the Park Land, respectively, as those parcels are shown on Exhibit "B". (iv) Removal of Non-Historic Roth Buildinq wings. City shall commence removal and demolition of-the Non-Historic Roth Building Wings within twelve (12) months of the Closing Date. Substantially a~l removil and demolition work shall be completed on or before expiratign of the thirty-sixth (36th) month following the Closing Date. City may elect to have PAMF perform the removal and demolition.on its behalf. City shall make its election by delivering to PAMF specifications- for demolition of the wings and securing the remaining structure to PAMF on or before the one hundred eightieth (180th) day after t~e Closing Date. If City elects to have PAMF perform the removal and demolition on its behalf, PAMF shall conamence removal and demolition within eighteen (18) months o.f the Closing Date. All removal and demolition work shall be completed by PAMF on or before the expiration of the thirty-sixth (36th) month fol~owing the Closing Date. PAMF .shall promptly provide ~ity with a binding cost estimate. If City does not accept the estimate within thirty (30) days of receipt, it shall be deemed rejected and the election shall be deemed revoked. City shall pay PAMF the full cost described in the ~inding estimate, as it is incurred, by PAMF, within fifteen .(15) .days bf an invoice being submitted by.PAMF. ¯(v) Channinq-Scott Park Access Easement. Notwithstanding whether the AMF project described in Exhibit D-6 is constructed, on or before expiration of the thirty-sixth (36th) .month following the Closing Date, PAMF shall dedicate a Zorty (40) foot wide public use easement along the easterly propertyline as more particularly provided in Exhibits B and D- -6. This dedication may be accomplished through recordation of a condominium subdivision map. (vi) Parcelization. PAMF shall apply for, and City shall approve as soon as possible but in no event later than the Closing Date, reparcelizati~n of Block "B," 000404 sdl 0052488 18 substantially as shown on Exhibit "B" attached hereto to allow the Park Land to become a separate legal parcel and to provide other separate legal parcels to facilitate the development of the Project. (c) Block "C". pAMF shall comply with the following conditions for development of Block "C." (i) .Demolition of Research Building. On or before the issuance of any building permits for new construction by PAMF on Block "C," PAMF shall demolish the Research Building on the following terms and conditions: (a) City shall issue or obtain at no cost to PAMF all permits necessary or convenient to carry out such demolition. (b) The demolition shall be .commenced no later than twelve (12) calendar months after the Closing Date, and shall be .diligently prosecuted to completion. (c) PAMF shall arrange for all utility disruptions or temporary movement of electrical or other utilities that may be required. (d) PAMF. shall restore the site to ah at~ grade condition, including, but hot limited to placing fill compacted to City’s specifications in any holes on the site and terminating all utilities to the building at mut~ally agreed upon locations. (e) City shall pay all of PAMF’s costs and expenses of. carrying out the demolition, including reasonable charges for management and .oversight thereof, within fifteen days of presentation of invoices therefor, in an amount not to. exceed Two Hundred Fifty Thousand Dollars ($250,000). PAMF shall be responsible ’for payment, without reimbursement from City, of any amounts in excess of Two Hundred Fifty-Thousand Dollars ($250,000). (ii) Demolition of Urgent Care Building. On or before the commencement of issuance of any building permits for new construction by PAMF on Block "C," PAMF shall demolish the Urgent Care Building on the following terms and conditions: demolition costs. (a) PAMF shall be responsible for all 000404 sdl 0052488 19 (b) PAMF shall assure the site isprepared to acdept th~ relocated houses describedbelow. (iii) House Relocations at 802 Bryant and 806 Bryant. PAMF shall relocate the houses on the iots at 802 Bryant and 806 Bryant to lots D-8 and D-7,. respectively, subject to the following conditions: (a) PAMF shall retain ownership and title to the. structures notwithstanding conveyance of the underlying parcels, or options thereon, to City. (b) PAMF shall apply for a~d pay any normal costs -of, and City shall issue, all permits required or convenient to carry out such relocations. (c) The relocation shall be commenced on or before the hommencement of issuance of. any building permits for new const£uction, by PAMF on Block "C," but in no event later than twelve (12) calend~r months after the Closing Date, and shall be diligently prosecuted tocompletion. (~) PAMF shall arrange for all disruptions or temporary movement of electrical or utilities that may be required at its sole expense. uti.lity. other (e) Prior to commencement of the relocations, PAMF shall post a bond with City .in a form acceptable to the~" ~ ....... ~Clty Attorney in the amount of $I00,000 to guarantee the fulfillment its obligations.to restore any right of way that may be injured in the relocations. (f) PAMF shall restore each site to an at- grade condition, including but not limited to placing fill compacted to City’s specification in any holes 0n each site a~d terminating all utilities to these sites at ~utually agreed upon locations. (g) PAMF shall assure that the relocated houses are rehabilitated for single family residential reuse in a m~nner consistent with their historic status. (h) P~ior to the completion of the reiocations, City shall not relocate, or .permit relocation of, the house at 840 Bryant in a manner that will interfere with these relocations by. PAMF. 000404 sdl 0052488 2O (iv) Relocation of ¯846 Bryant. PAMF shall also relocate the house at 846 Bryant to lot D-6 on Block "D". This relocation shall be carried out on the following terms and conditions: (a) The same conditions as listed in the preceding subparagraph for the relocation of 802 Bryant and 806 Bryant shall apply to this relocation. (b) City shall pay to PAMF immediately upon the completion of the relocation, the sum of Two Hundred Twenty- Five Thousahd Dollars ($225,000). (c) The relocation shall be commenced on or before issuance of an9 building permits for new construction by PAMF on Block "C," but in no event later than nine (9) calendar months after the Closing Date, and shall be dil%gently pro~eguted to completion. The relocation must be completed no later than twelve (12) calendar months after the Closing Date. For the purpose of this paragraph subsection 8(c) (iv) (c), ~commenced" shall mean submitting an application for foundation permits on the receiver lots on Block "D." (d) PAMF shall assure that the relocated houses are rehabilitated for singlefamily residential reuse in a manner consistent with their historic status. (v) License to Move Houses. City hereby grants a license to PAMF to move the houses to be relocated on Block "C" over any City-own6d or optioned property,, including the BMR Land, upon the following terms ahd.conditions: (a) PAMF shall pay all costs, expenses, liabilities and charges incurred by PAMF or related to PAMF’s entry. (b) PAMF, at PAMF’s sole cost} shall repair all damage or injury caused by PAMF in connection with any such incpcction or entry and shall return the land to substantially the same condition as existed prior to such entry. (c) PAMF shall keep the land free and clear of all liens arising out of PAMF’s activities conducted upon the land. (d) PAMF shall indemnify and hold City harmless from any lien, loss, claim, liability, or expense, including attorneys’ fe~s and costs, arising out of or in connection with the activities of PAMF on or about the land. 000404 sdl 0052488 21 (e) This license shall be binding upon, and inure to the benefit of any successor or assignee of City in possession of the land. (vi) Use of Land by PAMF for ConstructiDn Staging. PAMF shall have the. right to Use .the two northerly parcels~on Ramona adjacent to the AME Zion Church building for construction staging and parking purposes. This right shall expire upon the earlier of (i) twenty-four months from the Closing Date, or (2) the issuance by City of an excavation permit for a BMR housing project on the BMR Land. (d.) Conditions of Approval. PAMF shall cGomply with all Project Approvals and Conditions of Approval; (e) Further Actions. PAMF shall comply with all reasonable standard conditions of approval that are applied to the Project during .the discretionary review processes anticipated by the parties for implementation of the SOF~. CAP and related Project Aeppr~4als. Such conditions shall include but are not limited to street tree installation, curb cut and sidewalk improvements and other on or off-site improvement and maintenance conditions applied by City to development projects. The parties intend to allow City to develop and apply those conditions of apprbval that may not at this time be anticipated, but which w6uld normally apply to similar developmeht, even though PAMF may incur additional ~costs or expenses, provided that such conditions shall not be inconsistent with the rights granted in Section 5. This Subsection 8(e) shall be deemed to implement, but not expand or alter, the rights reserved to City under Section 5(e) above. PAMF shall also complete any action deemed necessary pursuant to Section 9 below. 9..Agreement and Assurances. (a.) Agreement and Assurances’on the Part of PAMF. The p_Parties acknowledge and agree that development of the Propert~ will result in substantial public needs and further acknowledge and agree that this Agreement confers unique benefits on PAMF that can only be balanced by the provision of extraordinary public benefits. The parties intend by this Agreement to provide consideration to the public to balance the private benefits conferred on PAMF by providing for the satisfaction of certain direct and indirect public needs resulting from or relating to the Project, and to provide, public assurance that this Agreement is fair, just and reasonable, and prompted by the ne6essities of the situation so as to provide extraordinary 000404 sdl 00:52488 22 benefits to City. PAMF acknowledges that the Coiditions of Approval, including without limitation any dedications, mitigation, exactions and reservations, are faiD, just and reasonable under the circumstances, and in consideration of the benefits conferred by this Agreement, PAMF hereby waives and releases any challenge., protest or other r~ghts it may have with respect to the legality of the Conditions of Approval. In consideration of the foregoing .and in consideration of City’s assurances for completion of the Project pursuant to the terms and conditions ~et forth in Section 9(b) through 9(j) below, PAMF hereby agrees as followS: (i) PAMF will develop the Project in accordance with the te£ms and conditions of this Agreement (including the development program set forth in Exhibits "D-I" through ~D-10"), the Project Approvals, and the AppLicable Rules, and with the Subsequent Applicable Rules.when required by this Agreement. (ii) In addition to .any other remedies provided the .City under this Agreement, if PAMF fail~ to make any pa.yment or complete any other material act or performance specified in. this Agreement, PAMF shall have no further right or entitlement to any certificate of occupancy until the default has been cured as provided in Section 10(c)of. this Agreement; provided further that PAMF shall have no further right or entitlement to any building permit unless it is diligently proceeding to complete such actions necessary to cure the default as provided in Section 10(c) of this Agreement. The Parties recognize that this subsection may result in the limitation or cessation of the rights otherwise conferred -by this Agreement upon .PAMF (as defined to include any successors, assigns, transferees, or other persons or entities acquiring title to or an interest in the Property or Project)for development. (b) Agreement and Assurances on the Part of the City. In order to effectuate the provisions of this Agreement and as an inducement for PAMF ,to obligate itself to carry out the covenants and conditions set forth in the preceding Section 9(a) of this Agreement and in consideration for PAMF’s doing so, City hereby agrees and assures PAMF that .PAMF will be permitted to carry out and complete the entire Project, subject to the terms and conditions of this Agreement, the conditions established in the Project Approvals and the Applicable Rules. In furtherance of such agreement and assurance, and pursuant to the authority and provisions set forth in the Development Agreement Act, City, in entering into this Agreement, hereby agrees, and acknowledges that: 000404 s~ 0052488 23 (i) Entitlement to Develop. As of the Effective Date, PAMF has acquired and been g~anted the vested right tO develop the Project to the extent and in the manner provided in this Agreement, subject to the, Conditions of Approval and Project Approvals, and in accordance, with the Applicable. Rules- and Subsequent Applicable Rules when required by this Agreement, and City hereby finds the Project consistent with the Comprehensive Plan, the SOFA CAP, and the Zoning Ordinance. To the extent that there may be any elements of the Program Development Statements set forth in Exhibits "D-I" through "D- i0" that have ’inadvertently not been included within the SOFA CAP, the Parties intend that such components be deemed consistent with and a part of the SOFA CAP so thatT they may be approved in the exercise of the reasonable discretion of the Director of Planning and Community Environment. Any change in the Applicable Rules, including, without limitation, any ’change in any applicable general or specific -plan, zoning, subdivision or building ordinance or regulation, adopted or becoming effective on or after the Effective Date including, without, limitation, any such change by means of. ordinance, initiative, .referendum, resolution, policy, order or moratorium, initiated or instituted for any reason whatsoever ahd 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, as the case may be, which would,, absen~ this Agreement, otherwise be applicable to the Project and which would conflibt in .any way with or be more restrictive than the Applicable Rules,. shall not be applied by City to the Project without PAMF’s consent unless City determines it necessary to. protect against conditions which create a substantial and demonstrable risk to the phYSical health or safety of residents or users of the Project or the affected surrounding region. Any Subsequent Applicable Rule can be applied to the Project without PAMF’s consent only if .City determines it necessary to protect against conditions which ~reate a substantial and demonstrable risk to the physical. health or safety of residents or use£s of the Project or the ~ffected surrounding region. Any subsequent Discretionary Action which does not change the density, intensity of use or other site .development standards permitted on the Property shall be governed by the Applicable Rules, unless City determines that a Subsequent Applicable Rule is necessary to protect against conditions which create a substantial and demonstrable risk to the physical health or safety of residents or users of. the Project or the affected surrounding region. Any subsequent Discretionary 000404 sdl 0052488" 24 Action which does change th4 density, intensity of use or.other site .development standards permitted on the Property shallbe subject to the Subsequent Applicable Rules provided, however, that no such subsequent Discretionary Action, when approved, will constitute.grounds for the termination of this Agreement or otherwise affect the enforceability of this Agreement with respect to the development of the Property hereunder. Any subsequent Discretionary Actions by City or any conditions, terms, restrictions and requirements for such Discretionary Actions by City, shall not, without PAMF’s consent, prevent development of the Property for the uses and to the maximum density or intensity of development and other site development standards set forth in this Agreement,. unless City determines it"’is necessary to protect against conditions which crea~e ~a substantial.and d~monstrable risk to the physical health’ or safety of residents or users of the Project or the affectedsurrounding region. (ii) Consishenc? With Applicable Rules. City finds~ based upon all information made available to City prior to or concurrently with the execution of this Agreement, that there are no Applicable Rules that"would prohibit or prevent the full complet.ion and occupancy of the. Project in accordance with uses, densities, designs, heights and sizes incorporated and agreed to herein. The Project Approvals anticiPate the need for further ~4iscretionary ~epprov~ls by City, and such approvals shall be reasonably conditioned and reasonably granted when consistent with this Agreement. (i!i) Subsequent Discretionary Actions. With respect to any Discretionary Action or Disc[etionary Approval that is requi~ed subsequent to the execution of this Agreement, City agrees that it will not unreasonably withhold fromPAMF or unreasonably condition or delay any such Discretionary Action or Discretionary Approval which.must be issued by City in order for the Project to proceed to construct±on and occupancy. In addition, no condition shall, without PAMF’s consent, preclude or. otherwise limit PAMF’s ability to develop the Project in accordance with the density and intensity Of use and site development specifications set forth in this Agreement nor ¯ otherwise conflict with any provision of this Agreement, unless City determines it is necessary to protect against conditions which create a substantial and demonstrable risk to the physical health or safety of residents or users of the ’Project or the affected surrounding region. 000404 sdl 0052488 25 (c) Cooperation and Implementation. .City agrees that it will cooperate with PAMF to the fullest extent reasonable and feasible to implement this Agreement. Upon satisfactory completion .by PAMF of all required preliminary actions and payments of appropriate fees., City will commence and in a timely manner proceed to complete all Steps necessary for the implementation of this Agriement and the development of the Property in accordance with the terms of this ~greement, including, but not limited to, the processing and checking of any and all Project Approvals, agreements, covenants, applications and related matters required ~nder the conditions of this- Agreement~ building plans and specifications and any other, plans necessary for the development of the Property, filed by PAMF and the issuance of all necessary building permits, occupancy certificates or other required permits for the construction, use and occupancy of the Property. PAMF will, .in a timely manner, provide City’ with all documents, plans and other information necessary for City to Carry- out its obligations hereund4r. (d) Identification of Applihable Rules. Prior to. the Effective Date, the ~parties will use reasonable efforts to identify two. (2) sets of the Applicable Rules, one (I) set for the City and one (i) set for PAMF, so that if it becomes necessary in the future to refer to any of the Applicable Rules, there will be a common set of the Applicable Rulesavailable to both ~parties. Failure by City.to identify written Applicable Rules shall in no manner limit City’s ability to later identify or use such Applicable Rules. (e) No Other .Exactions. Except as set forth in S~ctions 6, 7, 8, and 9 and except as .may be required by the Conditions of Approval, no other exactions shall be required to be paid, dedicated, constructed or contributed by PAMF in connection with this Agreement or any Project Approva~,unless City determines, based upon conditions nob anticipated by City and PAMF on or before the Effective Date/ that ~such exaction is necessary to protect against conditions which create a substantial and demonstrable risk..to the physical health and safety of.’residents or users of the Project or the affected surrounding region. For purposes of this Agreement, exaction shall mean any requirement of City in connection with or pursuant to any Applicable Rule or any’ Project Approval for dedication of land, construction or .improvement of public facilities} payment of fees or making any other contribution required in order to address impacts of development on the community or the impacts of .this Agreement. For purposes of this Agreement, usual and customary application, processing and 000404 sdl 0052488 26 permit ~ees of the .type now in effect shallnot be considered exactions, and shall be paid by PAMF in whatever amount h~s been established by City in a generally applicable manner at the time any such application, processing or permit is sohght by PAMF. (f) ~pplication of Subsequent Applicabl~ Rules. PAMF hereby agrees that any Subsequent Applicable Rules can be applied to the Project if City determines, based upon conditions not anticipated by City and PAMF on ¯or before the. Effective Date, that it is necessary to do so in order to protect against conditions which create a .substantial and demonstrable risk to the p~ysical health and safety of .residents or users of the Project or the affected surrounding region. (g) Operating Memoranda. The provisions of this Agreement require a close degree of cooperation between City and PAMF and refinements and further development of the Project may demonstrate that clarifications with respect to the deteils.of performance of City and PAMF or minor revisions to the Project are appropriate. If and when, from time to time, during the term of this Agreement, City and PAMF agree that such clarifications (including minor m6difications) are necessary or appropriate, they shall-effectuate such clarifications ~hrough operating memoranda approved bY city and PAMF which, after execution, shall be attached hereto, and may be further clarified from time to time as necessary with future approval by City and PAMF. No such operating memoranda shaZl constitute an amendment to this Agreement requiring public notice or hearing. The City Attorney shall be authorized to make the determination whether a requested clarification may be effectuated pursuant to this Section ’or whether the requested clarification is of such a. character to require an amendment hereof. The parties agree that modifications which would be categorized as exempt under the California Environmental Quality Act (’~CEQA")~ or which, after an initial .study, the City determines do not require any further environmental review, or do not. increase the use, density or intensity of use or the maximum height, bulk, ’~ize or architectural style¯ of proposed buildings may be~ effectuated through operating memoranda pursuant to this Sectibn. The City Manager may execute any operating memoranda hereunder without City Council action. (h) Processinq of Applidations fo~ Subsequent Approvals. City shall promptly process all applications for further approvals, including review of plans and drawings, needed to carry out the Project and build the contemplated improvements. Regular meetings (weekly if.requested by Builder) of City consultants, City staff (including appropriate decision- 000404 sdl 0052488 27 makers) and representa[ives of Builder shall be held to discuss and resolve ongoing design and construction issues. (i) Issuance of Certificates of Compliance. Upon request, and assuming that PAMF fs not in default hereunder, City shall execute and deliver to .PAMF a certificate of compliance and/or other appropriate documentation to certify that this Agreement is in full force and effect, and that PAMF is not in default hereunder. (j) Release of Pri6r -Development Agreement. On or before the Closing Date, City shall execute and deliver to PAMF~ in recordable form a quitclaim deed or other suitable documentation (~release") certifying that all obligations of the Prior Demelopment Agreement and First Amendment been fully performed, and that the Prior Development Agreement is of no further force or effect. Nothing in such release shall be deemed to preclude enforcement (until the Closing Date). of any terms and conditions not yet performed by PAMF, including specifically execution of a child care lease as provided in Section 6(d) of the Prior Development Agreement as amended by the FirSt Amendment. Nothing in such release shall be deemed to grant, vest, .modify, or reinstate any rights to occNpy which were terminated pursuant to the Prior Development Agreement or First Amendment. Notwithstanding the release, the child care lea~e obligatio.n as provided in Section 6(d) of the Prior Development Agreement shall survive such release for an additional period of. six (’6.) months. i0 Periodic Review of Compliance. (a) Periodic Review. City shall review this Agreement annually, on or before the anniversary of theEffective Date, in accordance with the procedures and standards set forth ih this Agreement and in Resolution No. 6597 in order to ascertain gompliance by PAMF with the terms of the Agreement. PAMF shall submit an annual .~eport, in a form reasonably acceptable to City, within 30 days after written notice from City. The annual report shall be accompanied by an annual review fee sufficient’ to cover the estimated costs of review and administration of the Agreement during thesucceeding year. The amount of the annual review and administration fee shall not exceed City’s actual costs for such review and administration. If the City does not initiate the review for a given year, or if the City Council does not make a compliance decision, then this Agreement shall nonetheless continue in full force and effect and PAMF shall not be deemed to be in breach of this Agreement or out of compliance with any applicable law solely by reason of such failure. 000404 sdl 0052488 28 (b) Special Review, The City Council of City may order a special review of compliance with this Agreement at any time. The Director of Planning and Community Environment ("Planning Director") or City Council, as determined from time to time by the City Council, shall conduct such special reviews. (c) Procedure. (i) During either a periodic review or a special review, PAMF shall be required to demonst.rate good faith compliance with the terms of the Agreement. The burden of proof on this issue shall be on PAMF. The Parties acknowledge that failure by PAMF to demonstrate good faith compliance shall consti~hte grounds for termination ’or modification of this Agreement in accordance with the provisions of this Section i0. (±i) Upon completion of a periodic~review or a special review, the Planning Director shall submit a report to the City Council setting~ forth the evidence concerning good faith compliance by PAMF with the terms of this Agreement and the recommended findfng on that issue. (iii) If the dity Council finds on the basis of substantial evidence that PAMF has complied in good faith with the terms and conditions of this Agreement, the review shall be concluded. (iv) If the City Council .makes a finding that PAMF has not complied in good faith wi~h the terms and conditions of this Agreement, the City .shall provid~ written notice to PAMF describing: (i) such failure to comply with the terms ah4 conditions of this Agreement (referred to herein as a ~Default"), (ii) whether the Default can be cured, (iii) the actions, if any, required by PAMF to cure such Default, and (iv) the time period within which such Default must be cured. If the Default can be cured, PAMF shall have at a minimum 90 days after the date of such notice to cure such Default, or in the event .that such Default cannot be cured within such 90-day period but can be cured within one (I) year, PAMF 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 90 days from the date of notice. If the D4efault cannot be cured or cannot be cured within one (i) year, as determined by City during periodic or special review, the City Council may modify or terminate this Agreement as provided in Section 10(d) and Section 10(e). 000404 sd! 0052488 29 (~) If PAMF fails to cure a Default within the time periods set forth in Section 10(c) (iv), the City Council may modify or terminate this Agreement as provided in Sectibn 10(d) and Section 10(e). (d) Proceedings Upon Modification or Termination. If, upon a finding under Section .10(c) and the expiration bf the cure period specified in Section 10(c) (iv) above, City determines to proceed with-modification or termination of this Agreement,- City shall give written notice, to PAMF of its intention so to do. The notice shall be given at least ten calendar diys before the scheduled hearing and shall contain: (i) The time and place of the hearing; (ii) A 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 PAMF of the nature of the proceeding. (e) Hearinqs on Modification or Termination. At the time and place set for the hearing on modification or termination, PAMF shall be given an opportunity to be heard and shall be requiredto demonstrate good faith compliance with the terms and conditions of this Agreement. The burden of proof on the issue shall be on PAMF. ~f the City Council ’finds, based upon substantial .evidence, that PAMF has not complied in g~od 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 re.asonably necessary to protect the interests of City. The decision of the City Council shall be final and subject to judicia~ review only pursuant to Code of Civil Procedure~ section 1094.5. (f) Certificate of Compliance. If, at the conclusion of a periodic or special review, PAMF is found to be in compliance with this Agreement, City shall, upon .request by PAMF, issue a Certificate of Compliance ("Certificate") to PAMF 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 Councii that: (i) this Agreement remains in effect, and (2) PAMF 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, shall state whether the Gertificate is issued after a periodic or special review and. ~.shall state the anticipated date of commencement of the next 000404 sd! 0052488 30 periodic revlew. PAMF may record the Certificate. Whether or not the Certificate is relied upon by assignees or other transferees or PAMF, City shall not be bound by a Certificate if a D_4efault existed at the time of theperiodic or special review, but was concealed from or otherwise not known to the P~anning Director or City Council. Ii. Modification, Amendment or Cancellation. Subject t6 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 bonsent of the p~arties or their successors in interest in accordance with the provisions of Section 65868 of .the Development Agreement Act a~d City’s ~@solution No. 6597; provided, however, that any amendment which does. not relate to the term, permitted uses, density or intensity of use, site development 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 or public hearing. 12. Remedies for Default. It is acknowledged by the Parties that City would not have entered into this Agreement if it were to have liability in damages under this Agreement, Or with respect to this Agreement or the application thereof. .The Parties intend’ by the provisions- of this Section 12 that City shall have n6 liability for damages arising out of a breach of this Agreement. It is further acknowledged that City would not- have entered into this Agreement if PAMF had not acknowledged that a reasonable relationship exists between all dedications, reservations, conditions, impositions.or-other exactions imposed and the impact of the ~roject upon the community. In addition, it is further acknowledged that City would not have entered into this Agreement if PAMF had not acknowledged that the dirett and ~ndirect impacts of the ~roject warrant and reqhire the terms and conditions of this Agreement. Each of the Parties hereto may pursue a~y remedy at law or equity available for the breach of any provision of this Agreement, inQluding but not limited to temporary or permanent injunctive relief or restraining orders, except that City shall have no liability in damages, to PAMF during the term of. this Agreement or thereafter with respect to any acts which are alleged to have commenced or occurred during the term of this Agreement. 000404 sd[ 0052488 31 The Parties further acknowledge that money damages and remedies at law generally are inadequate and specific performance.is an appropriate remedy for the enforcement of this Agreement and should be available to all partiesfor the following reasons: (a) Money damages against City provided above. \ are excluded as (b) Due to the size,, nature and scope of the Project, it may not be practical or possible to restore the Property to its original condition once implementation of this Agreement has begun. After such implement@tion, PAMF may be foreclosed from other choices it may have had to utilize the Property or portions thereof. PAMF has invested significant time and resources and performed extensige planning and processing of the proj.ect, in agreeing to the terms of this Agreement and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this Agreement, and it is not possible to ~etermine the sum of money which would adequately compensate PAMF for such efforts. Except for non-damages remedies, including the remedy of specific performance, and subject to Section 15, PAMF, for itself, its successors and assignees, hereby releases City, its officers, agents and employees .from any and all claims, demands, actions, or suits of any kind or nature arising out of any liability, known or unknown, present or future, including, but not limited to, any claim or liability, based or asserted, pursuant to Article I, Section 19 of the California Constitution, the Fifth and Fourteenth Amendments of the United ’States Constitution, or any other law or ordinance which 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 or performance of this Agreement. All legal actions shall be heard by a reference from the .Santa Clara C6unty Superior Court pursuant to Code of Civil Procedure Section 638, et .seq. PAMF and City shall agree upon a single refere~ who shall then try all issues, whether of fact or law, and repor~ a finding and judgment thereon and issue all legal and equitable relief appropriate under the circumshances of the controversy beforehim. If PAMF and City are unable Go 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 000404 sdl 0052488 32 the p[arties. Any referee selected pursuant to this Section 12 shall be considered a temporary judge appointed pursuant to Article 6, Section 21 of the California Constitution. 13. Litigation Expenses. If a legal action or proceeding is brought by any ~party because of default under this Agreement, or to enforce a provision, thereof, the prevailing party therein shall be entitled, in additioh to any other relief, to recover reasonable attorneys’ fees and court costs from the losing party as determined by the court in which said action or proceeding is pending. 14. Superseding State or Federal Law. In the event that 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 ~he remaining’ provisions of this Agreement shall be 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. 15. Hold Harmless. PAMF agrees to and 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 damage~ or claims for damage£ for p~rsonal injury, including death, and claims for pboperty damage which may arise from the operations of PAMF, or its contractors, subcontractors, agents, employees or other persons ac~ing on its behalf in relation to development of the Property. This h~id har~lcss Section 15 applies to all damages and claims for damages suffered or alleged to have been suffered by reason of the operatiohs referred to in this Agreement, regardless of whether or not City prepared, supplied or approved plans or specifications or both. In addition to the foregoing, PAMF agrees to pay all costs, expenses, resultant charges, and-damages, including but not limited to attorney’s fees, incurred by o~ imposed upon City as a result of any litigation attacking this Agreement or any aspect of the Project. City agrees to and shall hold PAMF, its officers, agents, .employees and representatives, harmless and shall defend and indemnify PAMF from liability for damages or claims arising out of.the wrongful or negligent acts of City in the performance of 000404 sdl 0052488 its obligations under this Agreement, provided, however, that nothing in this paragraph shall be construed to allow damages against City f6r breach of this Agreement or as 6therwise limited by Section 12. In the event a claim is.filed with either Party for which indemnification is claimed under this .Section 15paragraph, the Party seeking indemhification shall .give notice to the indemnifying Party of the full particulars of the claim promptly after learning of same. The Partyseeking indemnification shall not settle such a claim after a demand for indemnification has been made without the consent of the indemnifying Party, which consent shall not be unreasonably withheld conditioned or delayed. 16. Notices. All notices required or provided for under this Agreement shall, be in. writing and shall be delivered personally or by Qvernight 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, returi receipt requested, shall be deemed to have been duly given and received, upon receipt.Notides to the Parties shall be addressed as follows: To City: City Manager City of Palo Alto 2~0 Hamilton Avenue Palo Alto, California 94301 With a copy to: City Attorney city of Palo Alto 250 Hamilton Avenue Palo Alto, California 94301 To PAMF : Palo Alto Medical Foundation 795 E1 Camino Real Palo Alto, California 94301 Attn: David Druker, President 000404 sd! 0052488 34 With a copy to: SummerHill Homes 777 C~lifornia Avenue Palo Alto,_C-ACalifornia 94303-3630 Attn: Jeff Slavin, Pres. Any notice so delivered ~hall 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 or designate additional recipients for notices by giving ten (i0) days’ notice of such change in the manner provided for in this paraGraphSection 16. 17. Term and Termination of Aqreement. The term of this Agreement shall commence .as of the Effective Date, and shall continue for ten (I0) 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 ahy obligation to have been performed prior to such termination or with respect to any default in the performance of the provisions of this Agreement which has occurred prior .to such termination or with respett to any obligations which are specifically set forth as surviving this Agreement. 18. Miscellaneous. (a) Construction. As used in this’ Agreement, and as the context may require, the-.singular includes the plu.ral and vice versa, and the masGuline gender includes the feminine and neuter and vice versa. (b) 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.. Notwithstanding the foregoing, the provision of exactions and consideration referenced in Section 9 of this Agreement (including but not limited to the entitlements to develop)_are essential elements of this Agreement and City and PAMF would not have entered into this Agreement but .for such 000404 sdl 0052488 35 provisions, and therefore in the event such provisions are determined to be ~nvalid, void or unenforceable, this entire Agreement shall be null and void and of no force and effect whatsoever as of the da~e such determination becomes final. (c) Recordation0 Upon execution of this Agreement, City shall promptly arrange for its recordation as provided in Government Code section 65868.5. Failure to record this Agreement within the Lime period provided-for.in Section 65868.5 shall not affect its validity or enforceability amongst the Parties hereto. (d) Captions and References. The captions of the Sections and subsections of this Agreement are solelyfor convenience of reference, and shall be disregarded .inthe construction and interpretation of this Agreement. (e) Time.. Time is of the essence of this Agreement and of each and every term and condition hereof, provided that failure by City to give notices at the times specified in this Agreement during a periodic review or special review, or termination or modification proceeding shall not affect the validity of such proceedings if PAMF has actual notice of such proceedings. (f) Assiqnment. (i) Right to Assign. PAMF shall have the right to sell, transfer or assign the Property, in whole or in part (provided that no such partial transfer shall be permitted to cause a violation of the Subdivision Map Act, Government Code section 66410, et seq.), to any person or entity at any time during the termof this-Agreement; provided: (a) Concurrently with any such sale, transfer or assignment, or within ten il0) business days thereafter, PAMF shall notify City, in writing, of such sale> transfer or assignment and-shall provide City with an executed agreement, in form substantially complying with Exhibit attached hereto, by the purchaser, . transferee or assignee and .p9oviding therein that the purchaser, transferee or assignee expressly and unconditionally assumes all the duties and obligations Of PAMF Under this Agreement. (b) No sale, transfer or assignment of any right or interest under this Agreement shall .be. made without the prior written consent of the City Council, which consent may not be unreasonably withheld; provided, however, that such a sale, ,000404sdl 0052488 ’ 36 ignmen by Hili ~; .......~~;transfer or ass t PAMF to Summer , .....~ ~ ......... ~^~ ,~j~~^~ ~ ~ ~lock "C, " is hereby~pre-approved and shall not require any further consent by City. Block "C" rights (including the parcels and programs identified on Exhibits "D-I" through "D-4") may be sold, transferred or assigned byPAMF upon pre~ent~t.ion of reasonable evidence of the financial .ability of the buyer, transferee or assignee to perform the obligations~and actions established with respect to Block "C" and the above- listed parcels and programs. Notwithstanding the failure of any phrchaser, transferee or assignee to execute the agreement required by subsection 18(f) (i) (~) above, the burdens of this Agreement shall be binding upon such purchaser, transferee or .assignee, but the benefits of ’this .Agreement shall .not inure to such purchaser, transferee or assignee until and. unless such agreement is executed. The notice and consent requirements of this Seection 18(f) (i)’ shall not apply to-sale or lease of finished homes, town homes, or commercial buildings or tenant spaces in .commercial buildings to ultimate owners or.tenants thgreof, nor shall such owners or tenants have any liability under this Agreement. Upon request of any such owner or tenant, City shall furnish documentation certifying that such owner’s or tenant"s .interest is not subject.to this Agreement. (ii) Release of PAMF.. Notwiths<anding any sale, [ransfer. or assignment, PAMF shall continue to be obligated under this ANreement unless PAMF is given a release in writing .by City, which release will be provided by CitY in form substantially complying with Exhibit "H" attached hereto, upon the full satisfaction by PAMF of all the following conditions: (I) PAMF no longer has a legal or equitable interest in the portion of the Property bei9g transferred. proceedings Agreement. (2) have not PAMF is not then in default and default been commenced bY city .under this (3) PAMF has provided City with [he notice and executed agreement required under Section 18(f) (i) (~!) above. (4) The phrchaser, transferee or assignee provides City with security, in an amount and form reasonably satisfactory to City, to demonstrate its ability to perform, and to assure performance of, its obligations under Sections 6 and 8 of this Agreement. 000464 sdl 0052488 37 Nothing contained in t.his Section 18(f) shall prevent a transfer of the Property, or any portion thereof, to an .................... er mortgagee as a result of a foreclosure or deed in lieu of foreclosure and any lender mortgagee acquiring the Property, .or any portion thereof, as a result of foreclosure or a deed in lieu of foreclosure shall take such Property subject to the right~ and Qbligations of PAMF under this Agreement; provided, however, in no event shall such lender mortgagee be liable for any’defaults or monetary obligations of PAMF arising prior to acquisition of title to the Property by such lender mortgagee and provided further in no event shall any such lender mortgagee or its successors or assigns be entitled. to a building permit or occupancy certiZicate for any.portion of the Project for which any fees ~equired by this Agreement have not been paid to City or for any portion of the Project for Which any other obligation under- this Agreement remains unperformed. Subject. to the -provisions of this Section 18(f), the burdens oJ this Agreement shall be binding upon, and the benefits of this Agreement, including- the release, provisions hereof, shall inure to,all successors-in-interest to the P~rties to this Agreement. (g) Waiver. No waiver of any provision of this Agreement shall be effective unless in.writing and signed by a duly authorized representative of the Pa~ty 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. (h) Governing State Law.This Agreement shall be construed in accordance with the laws of the State of California. 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. The rule of cohstruction to the effect that ambiguities are to be resolved against the drafting ~party shall not be employed in interpreting this Agreement, all parties having been represented and having fully participated in the negotiation of -this Agreement. (i) Certificate of Compliance. At any time during the term of this Agreement, any lender mortgagee or other person (including a Party) may request.any Party to thi~ Agreement to confirm that to the best of such Party’s knowledge, no defaults 000404 sd~ 0052488 38 exist under this Agreement or if defaults do exist, to describe the nature ~f such defaults. Each Party hereby agrees to provide a certificate to such lender mortgagee or other person within ten (i0) business days of the request therefor. -The failure of any Party to provide the requested certificate within such ten (i0) business day period shall not constitute a confirmation that to the best of such Party’s knowledge, no - defaults exist under this Agreement. (j). Mortgagee Proteciion. The ~parties hereto agree that this Agreement shall not prevent or limit PAMF in any manner, at PAMF’s sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other- security device securing financing with respect to the .Property. The City acknowledges that the lenders providing such financing may require certain Agreement interpretations and agrees upon request, from time to time, to meet with PAMF and representatives of such lenders to consider any such request for interpretation.City will not unreasonably withhold its consent to any such requested .interpretation provided .such interpretation isconsistent with the intent and purposes of this Agreement. Any Mortgagee of the Property shall be entitled to the following rights and privileges: (i) 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 Pr6perty made in good faith and for value. (ii) The Mortgagee of any mortgage or deed of trust encumbering the Property, or any part thereof,, which Mortgagee, has submitted a request in writing to the City in the manner specified herein for givingnotices, .shall be entitled to receive written notification from City of any default by PAMF in the performance of PAMF’s obligations under this Agreement. (iii) If City timely receives a request from a Mortgagee requesting a copy of any notice of default given to PAMF under the terms of this Agreement, City shall provide a copy of that notice to the Mortgagee within twenty (20) days of. sending, the notice of default to the PAMF. The Mortgagee shall have the right, but not the obligation, to’ cure the default during the remaining cure perf0d allowed such party under this ~greement. (iv) Any Mortgagee who comes into possession of the Property, or any part thereof, pursuant to foreclosure of 000404 sdl 0052488 39 the mortgage or deed’ of trust, or deed in lieu of such foreclosure, shall take the Property, or part thereof, subject to the terms of this Agreement; provided, however, in no event shall such Mortgagee be liable for any defaults or monetary obliga~ions of PAMF arising prior to acquisition of title to the Property by such Mortgagee and provided further 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 Property acquired by such Mortgagee) have been paid to the City and until any other default has been cured. (k) Force Majeure. Neither Party shall be deemed to be in ~default where failure or delay in performance of any of its obligations under this Agreement is caused by floods, earthquakes, other Acts of God, fires, wars, riots or similar hostilities, strikes and other labor difficulties beyond the Party’s control (including the Party’s employment force), court’ actions (such as restraining order or injunctions), or other causes beyond the Party’s control. If any such events Shall occur, the term of this Agreement and the time for performance by either Party of any of its obligations hereunder shall be extended for the period of time that such events prevented such performance. (1) ~ntire Agreement. This Agreement sets forth and contains the entire understanding and agreement of the Parties. There are no oral or written representations, understandings, undertakings, or agreements which 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. ~(m) 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 oth@r person or entity, including without limitation SummerHill until it becomes an as.signee of PAMF under this Agreement,shall have any right of action based upon any provision of this Agreement. (n) Counterparts. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument. 000404 sdl 0052488 40 (o) Jurisdiction and Venue.Any action at law or in equity arising under this Agreement or brought by an Party hereto f4r the purpose of enforcing,construing or determining the validity of any provision of thisAgreement shall be filed and tried in the Superior Court of the County of Santa Clara, State of California, and the Parties waive all provisioDs of law providing for the filing, removal or change of venue to any other court. (p) Further Actions. Each of the Parties shall cooperate With and provide reasonable assistance to the other to the extent contemplated in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the request of either Party at any time, the other Party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record ’such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement or to evidence or consummate the transactions contemplated by this Agreement. (q) Authority to Execute. The person or persons executing this Agreement warrant and represent that they have the authority to bind PAMF and the City, respectively, to the performance of its obligations hereunder. (r) Administrative Appeal. Whenever in the Applicable Rules or ProjeGt Approvals any requirement or action by PAMF is made subject to the approval or satisfaction however expressed, of any entity, other.than City, including City-retained experts (referred to in this subsection as a "third party"), 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 Applicable Rules to make a final decisibn, a condition requiring approval or satisfaction 9f such third party, however expressed, shall mean that the ~hird party shall provide, as appropriate, advice, consultation a recommendation and/Dr an initial decision regarding the condition. The actual determination in such case. will be made by the official or entity of City ~equired 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 ~hall be made in accordance with applicable provisions of the Palo Alto Municipal Code. 000404 sdl 0052488 41 (s) Exhibits.The following exhibits to which reference is made in this Agreement are deemed incorporated herein in their entirety: Exhibit A: Exhibit B: Exhibit C: Exhibit D-l: Exhibit D-2: Exhibit D-3: Exhibit D-4: Exhibit D-5: Exhibit D-6: Exhibit D-7: Exhibit D-8: Exhibit D-9: Exhibit DUl0: Exhibit E-I: Exhibit E-2: Exhibit F: Exhibit G: Exhibit H: Legal Description of Real Property Subject to this Agreement Parcelization of Blocks "A","B’, "C", "D", "E", ~F", and ~H" [Intentionally deleted] Program Development Statement, Homer Avenue Mixed-Use Project, APN #s 120-28-13, 15, 16, 17 & 25 Program Development Statement,819 Ramona, APN# 120-28-25 Program Development Statement,737 Bryant, APN# 120-16-72 Program Develgpment Statement,820 Ramona, APN# 120-28-26 Program Development Statement,Block Residential AMF, APN #s 120-16-071 and 120-16-069 Program Development S~atement,Block ~B" Residential AMF, Lot B4 Program Development Statement,Block "B" DHS Residential, Lot B5 Program Development Statement,Blohk "D" APN#s 120-28-054, 055, 056, 057, 058,067 and 068, Lots DI-DI0 Program Development Statement,Block ~E" APN# 120-17-029, Lots EI-E4 Program Development Statement,Block "F" APN# 120-17-038, Lots FI-F3 Terms .and Conditions of Option to City to Purchase BMR Land Terms and Conditions of Sale of Park Land to City Phasing Schedule Assumption of Liabilities Form Release Form 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, 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 C~ty Clerk. 000404 sd! 0052488 42 (t) Signature Pages. For convenience, the parkies may execute and acknowledge this Agreement on separate signature pages which, when attached hereto, shall constitute this as one complete Agreement. ., (u) Precedence. In the event of any confiict o~ inconsistency among this Agreement, the Project Approvals and the Applicable Rules, the provisions of this Agreement shall ha~e precedence and shall control over the conflicting or inconsistent provisions; and the provisions of the Project .Approvals shall have precedence and shall control over the Applicable Rules. (v) Recordation. Whenever recordation is required or may be required by either p~arty, City shall be responsible for recordation. If City fails to record a document when required, PAMF may, but is not obligated to, record the document and by doing so PAMF 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 C~ty to record or to properly’ record this Agreement or any other document as provided Herein shall not affect or limit in any way PAMF’s rights to enforce this Agreement and to rely upon it. (w) Referendum or Litigation.If the Ordinance approving this Agreement is submitted to a referendum by the City Council on its own motion or by a certified sufficient petition of the electorate, pursuant to Article VI, section 3 of the Charter of the City of Palo Alto, the Ordinance shall be suspended and inoperative until approved by the v6ters. If litigation challenging the validity of the Ordinance or any of the Project Approvals or environmental documents results in a restraining order or injunction, or, in the absence of such restraining order or injunction, if ’the Parties agree that litigation warrants tolling, all deadlines and periods established under this Agreement that are related to the matters covered by such order or injunction shall be tolled for the length of. ~ime the order or injunction is in effect. The Effective Date shall be delayed and expiration of all deadlines and periods for performance shall be tolled for the length of time the Ordinance is suspended and inoperative. // // 000404 sd! 0052488 43 IN WITNESS WHEREOF, this’ Agreement has been executed by the parties a~ of the day and year first above written. ATTEST:CITY OF PALO ALTO’ City Clerk APPROVED AS TO FORM:- City Attorney APPROVED: Mayor PALO ALTO MEDICAL FOUNDATION FOR HEALTH CARE, RESEARCH A~D EDUCATION, a California corporation By: Its: City Manager APPROVED AS TO CONTENT: Director of, Planning and Community Environment By: Its: 000404 sdl 0052488 44 EXHIBIT A LEGAL DESCRIPTION OF REAL PROPERTY SUBJECT TO THIS AGREEMENT LEGAL DESCRIPTION. Order No. 509884-001 [Block A - S ,tt~merHill] REAL PROPERTY in the City of Palo Alto, County of Santa Clara, State of California, described as follows: PARCEL NO i: Being a part of Lot 2 in Block 23, as shown upon that certain Map entitled, "University Park", which Map was filed’ for record in the office of the Recorder of the County of Santa Clara, State of California on February 27, 1889 in Book "D" of Maps, page 69. Beginning at.the point of intersection of the Northeasterly line of Bryant Street with the Northwesterly of Homer Avenue; thence Northeasterly al6ng said Northwesterly line of Homer Avenue 125 feet; thence at right angles Northwesterly and parallel .t6 Bryant Street 99 feet; thence at right angles Southwesterly and. parallel to Homer Avenue 125 feet to the Northeasterly line of Bryant Street; thence Southeasterly along¯¯the Northeasterly line of Bryant Street 99 feet to the point of beginhing. APN: 120-16-071 Arb: 120~16-071 PARCEL NO 2: Being a part of Lot ~ in Block 23, as shown upon that certain Map entitled, "University Park", which Map was filed for record in the office of the Recorder of the County of Santa Clara, State of California on February 27, 1889, in Book.~D" of Maps, page 69. Begfnning at a point in the Northeasterly line of Bryant Street distant thereon 99 feet Northwesterly of the Northwesterly line of Homer Avenue; thence Northwesterly along said Northeasterly line of Bryant Street, i01 feet to the point of intersection thereof with the line dividing Lots I, and 2in Block 23; thence Northeasterlyalong said dividing line 150 feet’; thence leaving said dividing line and running Southeasterly and parallel to said line of Bryant Street, 50 feet; thence Northeasterly and parallel to the Northwesterly line of Homer Avenue, I00 feet to a point in the line dividing Lots 2, and 3 of said Block 23; thence Southeasterly along said line dividing Lots 2, and 3 in said Block 23 a distance of 150 feet to the intersection 000404 sdl 0052484 thereof with the said Northwesterly line of Homer Avenue; thence Southwesterly along said line of Homer Avenue 125 feet; thence leaving said line of Homer Avenue, and running N~rthwesterly and parallel wi~h said Northeasterly lineof Bryant Avenue 99 feet;, thence Southwesterly and parallel with- said Northwesterly line of Homer .Avenue, 125 feet to the point of beginning. APN: 120-16-069, and 072 Arb: 120-16-069, and 072 000404 sd| 0052484 Order No. 509884-004 [Block B - SummerHill] LEGAL DESCRIPTION REAL PROPERTY in the City of Palo Alto, County of Santa Clara, State of California, described as follows: Lot i, 2, 3 and a portion of Lot 4 in Block 24,. as shown upon that certain Map entitled, "University Park", which Map was filed for record in the office of the Recorder Qf the County of Santa Clara, State of California on February 27, 1889.in Book "D" of. Maps, page 69 described as follows: Beginning at the point of intersection of the Northeasterly line of Bryant Street- with the Northwesterly. line of Channing Avenue, as said Street ~nd Avenue are shown upon said. Map; thence Northeasterly along the said Northwesterly line of Cha.nning Avenue 500 feet to the intersection thereof with the Southwesterly line of Waverley Street, as said Street is shown upon said Map; thence Northwesterly along the Southwesterly line of Waverley Street, 200 feet to the intersection thereof with the line dividing Lots 3 and 4 in Block 24~ as shown upon said Map; thence Southwesterly along the line between said Lots 3 and. 4, 100 feet;, thence Northwesterly and parallel with said Southwesterly line of Waverley Street, 200 feet to a point in the Southeasterly line of Homer Avenue, as said Avenue is shown upon said Map; thence Southwesterly along said Southeasterly line of Homer Avenue 400 feet to the intersection thereof with the Northeasterly line of .Bryant Street, thence Southeasterly along the Northeasterly line of Bryant Street 400 feet to the point of beginning. APN: 120-17-001, APN .120-17-2, 35,36, & 37 Arb: 120-17-001 000404 sdl 0052484 LEGAL DESCRIPTION [BLO¢I~ ¢] [Block C - SummerHill] 000404 sdl 0052484 Order No. 517524 Page No, 8 ¯ LEGAL DESCRIPTION REAL PROPERTY in the City of Palo’Alto, County of Santa Clara, State of California, described as follows: PARCEL NO. ONE." Lot 1, 2, 3 and a portio.n of Lot 4 in Bl~ck 24, as shown upon tha’t ce’r~ain Map entitled, "Univei’sity Park", which Map was filed for record In the office of the Recorder of the County of Santa Clara, State of California on February 27, 1889 in Book "D" ofMaps, page 69;"described as follows: "-. Beginning at the point of intersection of the Northeasterly line of Bryant Street wlth the Northwesterly line of Chan .ning Avenue, as said Stree.t and Avenue are shown upon said Map; thence Northeasterly along the said Northwesterly line of Channing Avenue 500 feet to the intersection thereof with the Southwesterly line of Waverly Street, as said Street is shown upon said Map; thence Northwesterly along .the Southwesterly line of Waverly Street, 200 feet to the intersection thereof with the line dividing Lots 3 and’4 in BIo.ck 24, as shown upon sald Map; thence Southwesterly along the line between said Lots 3 and 4, 100 feet; thence Northwesterly and parallel with said Southwesterly line of Waverly Street, 200 feet to a point in the Southeasterly line .of Homer Avenue, as said. Avenue is shown upon said Map; thence Southwesterly along said Southeast.~rly line of Homer Avenue 400feet t.o the intersection thereof with the Northeasterly line of Bryant Street, thence Southeasterly along theNortheasterly line of Bryant Street 400 feet to the point .of beginning. PARCEL NO.33NO: Portion o~ Lot 4 in Block 24, as shown upon that certain Map entitled, "University Park", which Map was filed for record in the office of the Ri~corder of the County of Santa Clara, State of California on February 27, 1889 In Book "D" of Maps, page 69, described as follows: Beginning at the point of intersectlon of the Southwesterly line of Waverly Street with the Southeasterly line of Homer Avenue; running thence Southeasterly along said Southwesterly line of Waverly Street, 50 feet; thence at right angles Southwesterly 100 feet; thence at right angles Northwesterly 50 feet to the Southeasterly line of Homer Avenue;, thence at right angles Northeasterly along said Southeasterly line of Homer Avenue 100 feet to the polnt of beginning. (LEGAL DESCRIPTION CONTINUED.NEXT PAGE) LEGAL DESCRIPTION:(Continued) Order No. 517524 Page No. 9 PARCEL NO. THREE: Portion of Lot 4 in Block 24, as shown upon ’that certain Map .entitled, "UniVersity Park", which Map was filed for record in the office of the Recorder ~)f the Count~; of Santa Clara, State of California on February 27, 1889 in Book "D" of Map.s, page 69, described as follows: Beginning at a point on the Southwesterly line of Waverly Street, distant thereon 5b feet Southeasterly from the point of intersection thereof with the Southeasterly line of Homer Avenue, running thence Southeasterly along said Southwesterly line of Waverly Street, 50 feet; thence at right angles S.outhwesterly 100 feet; thence at right angles Northwesterly 50 feet; thence at-right angles Northeasterly 100 feet to the point of beginning.. PARCEL NO. FOUR: Portion of Lot 4 in Block 24, as.shown upon that certain Map entitl d,. Unlv.ersity Park", which Map was filed for record in the office of the Recorder of the County of Santa Clara, State of California on February 27, 1.889 in Book "D" of Maps, page 69, describeda.s follows: Beginning at a point on the Southwesterly line of Wa’~erly Street, distant thereon 1 O0 feet 8outl~easter y from the point of intersection .thereof with the Southeasterly line of Homer A~,enue, running thence.8outheasterly along said Southwesterly line of Waverly Street, 50 feet; thence at right angles Southwesterly 100 feet; thence at r.ight angles Northwesterly 50 feet; thence at right a.ngles Northeasterly 100 feet to the polo! of beginnir~g. - PARCEL NO. FIVE: Portion of Lot4 In Block 24, as shown upon that certain Map entitled, "University Park", which Map was filed for record in the office of the Recorder of the County of Santa Clara, State of California on February 27, 1889 in Book "D" of Maps, page 69, described a~ follows: Beginnlng at a point on the Southwesterly line of Waverly Street, ~llstant thereon 150 feet Southeasterly from the point of intersection thereof with the Southeasterly line of Homer Avenue, running thence Southeasterly along said Southwesterly line of Waverly Street, 50 feet; thence at right angles Southwesterly 100 feet; thence at right angles Northwester.ly 50 feet; thence at right angles Northeasterly 100 feet to the point of beginning. PARCEL NO. SIX: Lots 63 and 64 in Block 9, as shown upon that certain Map entitled, "Morris and Greenwood Subdivision of Block 9 University Park", whlch Map was filed for reoord in the office of the Recorder of the County of Santa Clara, State of California on April 15, 1890 in Book "D" o.f Maps, page 189. (LEGAL DESCRIPTION CONTINUED NEXT PAGE) LEGAL DESCRIPTION: "(Continued) Order No. 517524 Page No. 10 PARCEL NO. SEVEN: Lots 65, and 66 In Block 9, as shown upon that certain Map.entitled, "Morals &nd Greenwood Subdivision of Block 9 University Park", which Map was filed for record in the office of the Recorder of the County of Santa Clara, State of California on April 15, 1890 in Book "D" of Maps, page 189, described as follows: ¯ Beginning at a point on the Northeasterly line of Ramona Street, distant thereon 150 feet Northwe~,terly from the point of intersection of the Northeasterly line ~f Ramona Street with the’ Northwesterly Jine of Channing Avenue, running thence Northwesterly along said Northeasterly line, of Ramona Street 50 feet; thence at right angles Northeasterly 112.5 feet; thence-.at rig.ht angles Southeasterly 50 feet; thence a’t right angles Southwesterly 112.5 feet to the point of b~glnning. "’" PARCEL N’O. EIGHT: Lots 351 36, 37, 38, 39, 40, 41, 42, 43, 67, and 68 in Block. 9, as shown ’upon that certain Map entltled, "Morris and Greenwood Subdivision of Block 9 .University Park", which Map was filed for record in the ¯office of the Recorder of the County of Santa Clara, State of California on April 15, 1890 in"Book "D" of Maps, page 189. PARCEL NO. NINE: Lots 44, and 45 in Block 9, as shown upon that certain Map entitled, "Morris and Greenwood Subdivision of Block 9 University Park", which Map was filed for record.in the office of the Recorder of the County of Santa Clara, State of Califorhia on April 15, 1890 in Book "D" of Maps,¯ page 189. PARCEL NO. TEN: Lots 46, and 47 in .Block 9, as shown upon that.certain Map entitled, "Mords and Greenwodd Subdivision of Block 9 University Park", which Map was filed for.record in the office of the Recorder of the County of Santa Clara, State of California on April 15, 1890 in Book "D" of Maps, page 189. PARCEL NO. ELEVEN: . Lot 48 in Block 9, as shown upon.that certain Map entitled, "Morris and Greenwood Subdivision of Block 9 University P~rk", which Map was filed for record in the office of the Recorder of the County of Santa Clara, . State of Californ!a on April 15, 1890 in Book "D" of Maps, page t89. APN:120-17".001,002, 035, 036, 037; 120-28-019, 020, 021,022, 023, 024 ARB’.120-17-001,002, 035,036, 037; 120-28-019, 020, 021,022, 023, 024; 120-28-22.01 NOTICE THIS MAP MAY OR MAY NOT fie A SURVEY OF THELAND DEPICTED HEREON, IT IS NOT TO BE RELIED. UPON FOR ANY PURPOSE.OTHERTHAN ORIENTINGONE’S SELF AS TO THE GENERAL LOCATION OF THE PARCEL OR PARCELS OF INTEREST. FIRST AM~ICANTITLE COMPANY ASSUMES NO LIABILITY FOR LOSS ! 08 DAMAGE R~ULTING FRO~ 8EUANCE THEREON; --l~~ "- I~RYANT--’-----= ~---" . o~’"~-+-~-+-+-+-+ + ~ ~1~/~ ’~E ~1- -I ’’- -~ ~ -" ~L~ ......,~ ~,,_ ~ ~ o< s SCOTT STREET ~--+ +-+-+-+’~-=,- -. I -~STREET--~. Order No. 509884-005 [Block D - Channing Victorians] LEGAL DESCRIPTION REAL PROPERTY in,the City of Palo A~to, County of Santa Clara, State of~California, described as follows: Lots 35, and 62 in Block E, as shown upon that certain Map entitled, ’~Hart and Rouse’s Subdivision of Block E University Park", which Map was filed for record in the office of the Recorder of the County of Santa Clara, State ofCalifornia on June 17, 1889 in Book "D" of Maps, page 123.’ APN: 120-28-055 Arb: 120-28-055 000404 sdl 0052484 Order No. 509884-006 [Block D - Relocated Victorians] LEGAL DESCRIPTION REAL PROPERTY in the ~City of Palo Alto, County of Santa Clara, State of California, described as follows: Lots 57, 58, 59, 60 and 61, in Block E, as show~ upon-that certain Map entitled, "Hart and Rouse’s Subdivision of Block E University Park", which Map was filed for rec6rd i~ the office of the Recorder of the County of Santa Clara, State of California on June 17, 1889 in Book "D" of Maps, page 123, described as follows: Beginning, at the point of intersection of the Southwesterly line of Bryant Street with the S6utheasterly line of Channing Street; thence along said line of Bryant Street Southeasterly 162.50 feet to the most Easterly corner of Lot 57 in Block "E" as shown upon said Map; thence leaving said line of Bryant Street and running Southwesterly along the Southeasterly line of said Lot 57, I12.50. feet more or less to the Southerly corner of said Lot 57; thence Northwesterly along the Southwesierly line of Lo~s 57 and 58 in Block "E"~ 50 feet to the most Westerly corner of said Lot 58; thence Northeasterly along the Northwesterly line of said Lot 58, 28 feet to the most Southerly corner of Lot 61 in Block "E"; thence Northwesterly along the Southwesterly line of said Lot 61, 112.50 feet to a point in the Southeasterly line of Channing Street;- thence Northeasterly along said line of Channing Street, 84.50 feet, more or less to the point of b@ginning. APN: 120-28-056 an4 057 Arb: 120-28~056 and 057 000404 sdl 0052484 Order No. 50.9884-007 [Block D - SummerHill] LEGAL DESCRIPTION REAL PROPERTY in the City of Palo Alto, County of . Santa Clara, State of California, described as follows: PARCEL NO. i: Lots 32, 33, and 34, in Block E, as shown upon that certain Map entitled, "Hart and Rouse’s Subdivision of Block E University Park", which Map was filed for record in the office of the Recorder of the County of Santa Clara, State of California on June 17, 1889 in Book "D" of Maps, page 123, ~es~ribed as.follows: Beginning at the point of intersection of the Southeasterly line of C~anning Avenue with the Northeasterly line of Ramona Street, 50 feet wide; thence along said line of Channing Avenue, Northeasterly 84 feet; thence leaving said line of Channing Avenue and parallel with said line of Ramona Street, Southeasterly I00 feet; thence parallel with said line of channing Avenue, Southwesterly 84 feet to the Northeasterly line of Ramona Street; thence along said line of Ramona Street, Northwesterly I00 feet to the point of beginning. APN: 120-28-054 Arb: 120-28-054 PARCEL NO. 2: Lots 36, and 37, in Block E, as shown upon tha~ certain Map entitled, "Hart and Rouse’s Subdivision of Block E University Park", which Map was filed for record in the office of the Recorder of the County of Santa Clara, State of Califorhia on June..17, 1889 in Book "D" of. Maps, page 123. APN: 120-28-067 Arb: 120-28-067 PARCEL NO. 3: Lots 38, and 39, in Block E, as shown upon that certain Map entitled,. "Hart and Rouse’s Subdivision of Block E University Park", which Map was filed for record in the office of the Recorder of the County of Santa Clara, State of California on June 17, 1889.in Book "D" of Maps, page 123, described as follows: .Beginning in the Northeasterly li~e of Ramona Street distant thereon 150 feet Southeasterly from the intersection thereof with the Southeasterly line of 000404 sdl 0052484 Channing Avenue; thence Southeasterly along the. Northeasterly line of Ramona Street 50 feet; thence at right angles Northeasterly ~ 112.5 feet; thence at right angles Northwesterly 50 feet; thence at right angles Southwesterly ~-I-~ I~2.5 feet to the point of beginning. APN: 120-28-066 Arb: 120-28-066 PARCEL NO. 4: Lots 55, and 56, in Block E, as shown upon that certain Map entitled, "Hart and. Rouse’s Subdivision of Block E University Park", which Map was filed for record in the office of the Recorder of the Count9 of Santi Clara, State of California on June 17, 1889 in Book "D" of Maps, page 123. A~: 120-28-058 Arb: 120-28-058 000404 sdl 0052484 LEGAL DESCRIPTION Order No. 50988.4-008 [Block E- SummerHill] REAL PROPERTY in the C.ity of Palo Alto, County. of Santa Clara, State of California, described as follows: Portion of Lots 20, 21, 22, 23, 24, 25, and 26, in Block 25, as shown upon that certain Map entitled, ~Plan of the Subdivision of Block 25 University Park", which Map was filed for record in the office of the Recorder of the County of Santa Clara, State of California on May 2, 1891 in Book "E" of Maps, page I01, described as follows: Beginning at a point of intersection of the Southeasterly line of Channing. Avenue with the Northeasterly line of Bryant Street; thenhe Southeasterly along said line of Bryant Street 50 feet; thence at right angles Northeasterly ~65 feet; thence at right angles Northwesterly 50 feet to a point on the Southeasterly line of Channing Avenue; thence at right angles Southwesterly and along the Southeasterly line of Channing Avenue,165 feet to the point of beginning. APN: 120-17-038 Arb: 120-17-038 000404 sdl 0052484 Order No. 509884-009 [Block F - SummerHill] LEGAL DESCRIPTION REAL PROPERTY in t~e City of Palo Alto, County of Santa Clara, State of California, d~scribed as follows: Lots I, 2,3, 4, and a portion of Lots 5, 6, 7, 8, and 9 in Block 26, as.shown upon that certain Map entitled, "Maps of the Subdivision of Block 26 University Park", which Mgp was filed for record in the. office of the Recorder of the County of Santa Clara, State of California on June 30., i891 in.Book "E" of Maps, page i05, .described as follows: Beginning at a point of intersection of the Northwesterly line of Channing Avenue with the Northeasterly line of Waverley Street; thence Northeasterly along said line Northwesterly line of Channing Avenue 225 f~et to the intersection thereof with the Southwesterly line. of Kipling Street; .thence Northwesterly along said Southwesterly line of Kipling Street, 85.50 feet; thence leaving said line of Kipling Street and running Southwesterly andparallel’ with said Northwesterly line of Channing Avenue 75 feet’ to a point in the line dividing Lots 6 and 7 in Block 26; thence Southeasterly along said dividing line 5.50 feet; thence leaving said dividing line and running. Southwesterly and parallel with said Northwesterly line of Channing Avenue 50 feet to a point in the line dividing Lots 4 and 5 in said Block 26; thence Northwesterly along said line dividing lots 4 and 5 a distance of 20 feet to the intersection thereof.with the line between Lots 4, 3, 2, 1 and 34 of said Block. 26; thence Southwesterly along said last mentioned dividing line ~ 112.5 feet to the intersection thereof with the Northeasterly. line of Waverley Street; thence Southeasterly along said Northeasterly line of Waverley Street I00 feet to the point ofbeginning. APN: 120-17-029 Arb: 120-17-029 ---- 000404 sdl 0052484 EXHIBIT B PARCELIZATION OF BLOCKS ~’A" ~B", ~C" ~’D", ~E"¯¥¯ ~ F" AN D ~’ H"¯ [Seven pages¯ commencing on next page] 000404 sd| 0052484 .............B,R~N,.T- -.S~REET- ......................................................... x ,’t- O l I ,SUMMERHILL HOMES- .PAMF~ REDEVELOPMENTclocK’ ’c" | ! 1 ) ~ ~ r:, .... I z ...................................................... ,EME R,S,(3N,-~S~REET .............................................. ~OMMERHILL HOMES PAMF ’REDEVELOPMENT @@~ EXHIBIT C [Intentionally Deleted] 000404 sdl 0052484 EXHIBIT D-I Revised per Council Direction of Ma~ch 27,2000 HOMER AVENUE: AMF WITH MU OVERLAY PROJECT APN #s 120-28-13, 15,16, 17 & 25 PROGRAM DEVELOPMENT STATEMENT A.Existing ’Parcels: There are five parcels totaling 25,625 square feet. The parcels are zoned AMF with the MUO Combining District. C--~.B.Existing Buildings: There are four existing buildings: (i) a vacant residential building known as 802-804 Bryant; (2) a vacant resid/ntial building known as 806 Bryant; (3) a vacant b~ilding most recently used for non- residential purposgs known as 268 Homer; and (4) the vacant commercial building commonly known as 260 Homer (the "French Laundry"). 802-804 Bryant, 806 Bryant, and 260 Homer are identified by the City as historic resources. 268 Homer is not identified by the City as an historic resource. There are twovacant parcels known as 250 Homer and 816 Bryant~ 802-804 Bryant and 806 Bryant will be relocated to Block ~D". 268 Homer will be demolished. 9~.Historic Preservation: The French Laundry Building will be preserved in substantial conformance with the Secretary. of the Interior’s Standards for Rehabilitation, (including the accompgnying interpretive Guidelines), as they are amended from time to time. The French Laundry rehabilitation shall preserve the existing identifiable fagade, in addition to meeting all other applicable historic preservation requiJements. ~.C.Permitted Uses: Permitted uses will be as allowed under the AMF Zone with a MU overlay. I ~.D.New Buildings: There will be’ developed one or more new buildings (the "New Buildings") with up to 37,970 gross square feet consisting of no more than 30,000 square feet of non-residential and 7,970 square feet of residential area. The New Buildings shall be treated architecturally as more than one building. They sha]l have least three distinct architectural characters, though the New Buildings may have shared elevators, stairs and lobbies for the purposes of the Uniform Building Code. There shall be no single .tenant that occupies more than one- 000404 sdl 0052484 third of the net usable office space (i.e., exclusive of common areas and mechanical equipment areas). The design of the New Buildings, including rehabilitation of the French Laundry, shall be reviewed by the ARB/HRB and approved by the Director of Planning & Community Environment if consistent with all parts of this Agreement, including the Project Approvals and Conditions of Approval. The New Buildings may not exceed the, SOFA CAP height limits of 30 feet for non-residential development and 45 feet for residential development. The area of the New Buildings.shall be reduced if necessary to comply with the height limit and to preserve the French Laundry in compliance with the Secretary of the Interior’s Standards. E.The New Buildings shall include no more than 96 employee workstations. This condition shall be developed and imposed so as to impose binding contractual performahce obligations up~n the occupants and users of the project for a period of no less than twenty. (20) years. Fo Prior to issuance of any final development permits, an "Employee Management and Transportation Demand Management ("TDM") program shall be developed and .imposed upon the New Buildings to the satisfaction of the City’s Chief Transporta.tion Official. The program shall be developed and imposed so as to impose binding contractual performance obligations upon the occupants and users of the project for a period of no less than twenty (20) years. The TDM program shall have a minimum goal of fifteen percent (15%) trip reduction and shill establish financial penalties for non-compliance. The TDM. program shall include a ¯ requirement that the occupants of the project be provided, with "ECO P~sses" or equivalent public tra~sportatiQn vouchers at no cost. G.All building area in excess of 28,000 square feet, ~in the New Buildings, shall be used only for "on-site Employee Amenities, "~ as described in Palo Alto Municipal Code section 18.83.120, so as to reduce traffic, impacts from the project. This condition shall be developed and imposed so as to impose binding contractual performance obligations upoh the occupants a~d users of the project for a period of no less than twenty (20) years. H.All residential units in the New Buildings shall be subject to annuai inspection by the City to assure ~hat the.units are in residential use. City may collect a reasonable.inspection fee to recover the costs.associated with this inspection. This condition shall be de$eloped 000404 sdl 0052484 and impos.ed so as to impose binding contractual performance obligations upon the occupants and users of the project for a period of no less than twenty ~(20) yea rs. ~.l. Parking: There shall be two full levels of underground parking providing at least 140 ~ parking spaces. At least 20 of the parking spaces shall be dedicated without charge for use by the adjacent AMF affordable housing project on Block "C.~ ~/~.J. Public Access to Parking: On Saturdays and Sundays from 8 a.m. until 9 p.m., the project shall provide public access to at least sixty parking spaces on the first level of underground parking. Us~ of the parking spaces shall ’be without charge unless the City authorizes... charges as part of parking or transportation management program. The spaces shall also be made available for non-residential parking on weekend evenings between 6 p.m. and i0 p.m. Public access shall be permitted for the life of, the buildings and shall be governed, by such license, lease, or operating agreements as may be deemed necessary by the city attorney to ensure such public access in an orderly manner. 000404 sdl 0052484 EXHIBIT D-2 819 RAMONA, APN# 120-28-25 PROGRAM DEVELOPMENT STATEMENT A. Parcel Size: The pircel size is 5,625 square feet. B.Existing Building: The existing building (the "Existin’g Building") is commonly known as the AME Zion Church and is identified as an historic resource. ~.C.Historic Preservation: The Existing Building and any addition or modification shall be performed in substantial conformance with the Standards of the Secretary of the Department of the Interior. ~.D. Permitted Use: The permitted uses for the property AMF Zone with a MU overlay. ~.E.Provisions of the PAMC and AMF Zoning: Consistent with the PAMC and the AMF Zone the Existing Building may be expanded by 2,800 square feet in’ order to provide handicap accessibility and as a bonus for historic preservation. 000404 sdl 0052484 EXHIBIT D-3 737 BRYANT, APN# 120-16-72 PROGRAM DEVELOPMENT STATEMENT A.Parcel Size:. The parcel size is 14,025 square and may be reduced to not less than i0,000 square feet. C-~.B.Existing Buildings: There are two existing buildings: (I) The "Primary Building" which has approximately 4,800 square feet of building area; and (2) The "Annex ¯ Building." The Primary Building is designated as an historic resource.. I 4~.C. Demolition of Annex Building: The Annex Building will be demolished. ~.D.Historic Preservation: The Primary. Building is an historic resource and any addition or modification Will be made in substantial conformance with the Secretary of the Interior’s Standards for Rehabilitation. ~.E.Non-Conforming Office Use: Useof the Primary Building may continue as a non-conforming professional or geheral business office in accordance with the AMF Zone. ~.F. Provisions of the PAMCand AMF Zoning: Consistent with’ the PAMC and the AMF Zone, the Existing Building may be expanded by up to 800 square, feet ih order to provide handicap, accessibility.No additional parking is required under the PAMC and the AMF Zone.However, 12 shared parking spaces will be .provided in the parking structure for the adjacent residential project. 000404 sdl 0052484 EXHIBIT D-4 820 RAMONA, APN# 120-28-26 PROGRAMDEVELOPMENT STATEMENT A.Existing Building: The existing commercial building (the "Existing Building") is not. identified as e~igible for the National Register as an historic resource. The Existing Building is identified under the City’s Seismic Hazards Program as a Category I seismically hazardous .building. " C--:.B.Parcei Size: The parcel size is 6,413 square feet. existing zoning is and will be CD-S. The ~.C.Provisions of the PAMC: A new building may be developed consistent with the existing CD-S zohin~. If a residential unit is develop6d as allowed under .the CD-S zone,, the Director’of Planning and Community Environment may grant minor exceptions for setbacks, daylight plane, height aid site coverage only with respect to such residential unit. 000404 sdl 0052484 EXHIBIT D-5 Revised per Council Direction of March 27,2000 BLOCK "A"RESIDENTIAL AMF, APN #d 120-16-071 AND 120-16-069 LOT A2 PROGRAM DEVELOPMENT STATEMENT A.Parcel Size: Two parcels will be merged along with an area from an adjacent parcel t0 form a new parcel of 35,565~,555 sq. ft. C-TB.Existing Building: demolished. Three e~isting buildings are to be ~.C.Permitted Use: The property shall be zoned AMF and shall be residential use. ~.D. Development Standards : Zoning standards and design guidelines pertaining to ~F development shall apply. The allowable FAR shall be 1 5. for thic parcel chall bc 52,.739 000404 sdl 0052484 EXHIBIT D-6 Revised per Council Direction of March 27, 2000 BLOCK ~B" RESIDENTIAL AMF LOT B4 PROGRAM DEVELOPMENT STATEMENT A. Parcel Size: The parcel (Lot B4) is 51,416 sq. ft. ~-~.B.Existing Building: demolished. Existing buildings shall be ~.C. Permihted Use: The property shall be zoned AMF"and shall be residential use. I ~.D.Development Standards: The allowable FAR shall be 1.5. ~.E.Public Mews: A 40-foot wide public use easement shall be~dedicated along the easterly property line. The mews shall be landscaped and maintained by the condominium HOA and shall be open to the public at all times. Minor building encroachments into the easement may be permitted subject to approval by City. F.Individual four.th f;oors units shall not be permitted on Block "B. " The maximum height for the AMF structures on Bl. ock "B" shall be forty-five (45) feet at the peak of the roof and thirty-five (35) feet at the roof eave. 000404 sdl 005248~ EXHIBYT .D-7 BLOCK ~B" DHS RESIDENTIAL LOT B5 PROGRAM DEVELOPMENT STATEMENT A.Parcel Size: The new parcel (LotB~) shall be 43r747 sq. ft. This parcel is to be subdivided under a Tentative Map that will include i0 DHS lots: Five fronting on Waverley Street; and the remainder fronting the Public Use Easement to the west (,over Lot B4). C-~.B.Zoning .and Permitted Use: The property shall be zoned DHS and shall be single-family residential use with accessory units. ~.C. Development Standards: DHS development standards shalZ apply. .All lots will be serviced via a common driveway over cross easements to be described on the Tentative Map. Each lot will include an’ accessory unit over ~ detached two-car gar@ge. A.thirdparking space will be provided on eich lot. 000404 sdl 0052484 EXHIBIT D-8 BLOCK ~’D", APN#s 120-28-054, 0550~ 056, 057, 058, 067 & 068 LOTS DI-DI0 PROGRAM DEVELOPMENT STATEMENT A.Parcels: BLOCK D will consists of seven legal parcels totaling 46,342 square feet. The existing parcel8 will be split into nine or ten parcels. Lots D-I and D-2 may remain as one parcel of 8,400 square feet or may be split into two with a minimum size of 4,000~square feet. Each., of Lots D-3, D-4, D-5 and D-6 are existing 5,625.square foot parcels. Lot D-7 will be 5,281 square feet.. Lot D- 8 will be 4,225 square feet. ~Lots D-9 end D-10 will be split from a single existing parce!. Lot D-9 will"be 3,154 square feet. Lot D-10 will be 2,853 square feet. I ~-~.B.Zoning and Permitted Uses: Parcels in Block D will be in the DHS’ Zone and will ’be used as single-family residenGes. ~.C. Existing Buildings: There are four existing buildings.. 264 Channing (D-9) and 270 Channing (D:I0) are residential properties -- most recently in non- residential use which are designated as historic resources.903 Ramona is a single-family residence that is not designated as an historic resource. 930 Bryant is the former Urgent Care Building of the Palo Alto Medical Clinic and is not an historic property. ~.D. Demol±tion of Buildings: shall be demolished. 903 Ramona an’d 930 Bryant ~-~.E.Relocation of 802-804 Bryant, 806 Bryant and 846 Bryant: These three residential properties designated as historic resources, and described above, shall be relocated from Block C to .Lots D-8, D-7, and D-6 respectively. G~.F. Historic Preservation: Each of 264 Channing, 270 Channing, 802-804 Bryant, 806 .Bryant and 846 Bryant shall be rehabilitated and maintained in substantial conformance with the Secretary of the Interior’s Standards -.for Rehabilitation with respect to historic preservation. Each of these properties will be reused as a single-family residence. ¯ /~.G.Housing Development: There will be up to five new single family residences with garages and carriage units 000404 sdl 0052484 in accordance with the DHS Zone. New garages and/or carriage units may be constructed on lots with historic homes subject to design approval. ~!-~.H. Relocation of 804, 806, 840 and 846 Bryant Street shall be. done in such a way as to insure the-preservation of their significant architectural features. The relocation shall include, but not be limited tp, new foundation, exterior improvements and landscaping "to ensure their new location does not result in an unsightly or detrimental addition to the neighborhood, as determined by the Director of Planningand Community Environment, and until such tim~ as the rehabilitation of the structure is complete and ready for occupancy. The structures and sites shall be encumbered through deed restrictions, covenants or other instrument acceptable to the city attorney to notify and bind the property owners to maintain the properties in their historic condition. 00040~, sdl 00.52484 EXHIBIT D-9 BLOCK ~E", APN# 120-17-029 LOTS EI-E4 PROGRAM DEVELOPMENT STATEMENT A.Parcels: Block E consists of one existing legal parcel totaling 20,412 square feet. The existing parcel will be split into four parcels. Lots E-l, E-2 and E-3 will be between 4,000 and 5,000 square feet each. Lot E-4 will be 6,413 square feet. C-~.B.Zoninq and Permitted Uses: The four parcels in Block E will be in the DHS Zone and will be used as single-family residences ~.C.Housinq Development: Each of the four parcels will be developed with a single-family residence With a two-car garage and a carriage unit in accordance with the DHS Zone. 000404 sdl 0052484 EXHIBIT D-10 BLOCK "F", APN# 120-17-038 LOTS FI-F3 PROGRAM DEVELOPMENT STATEMENT A.Parcels: Block F consists of one existing legal-parcel totaling 8,250 square feet. The existing parcel will be split into three parcels -- Lots F-l, F-2 and F-3,.each of which, will be 2,750 square feet. C-~.B.Zoning and Permitted Uses: The three parcels in Blodk F will be in the DHS Zone and will be used as single- family residences. ~.C.Housing Development: Each of the three parcels will be developed with a single-family residence with a garage in accordance with the DHS Zone. There’will be no carriage units in Block F. EXHIBIT E-I TERMS AND CONDITIONS OF OPTION TO CiTY TO PURCHASE AN INTEREST IN BMR LAND I. Grant of Option~ ("Seller") hereby grants to City ("Buyer") an option to require Seller to sell, assign, transfer and convey an undivided 51.2% interest in the BMR Land (the "Option Property") to Buyer, and, in the event Buyer exercises the option granted hereunder, Buyer hereby agrees to purchase and accept the Option Property from Seller, .for. the purchase pricA and subject to the other terms and conditions set forth herein. Buyer may exercise the option .solely by., delivering notice to Seller in the manner provided for in this Agreement no later than thirty six (36). months following the Closing Date. If Buyer .fails to deliver such notice in the manner and by the time specified, it shall be conclDsively presumed that Buyerhas elected to exercisethe option. 2. Option Consideration. The consideration for the grant of this Option is the sum of Three Million Four Hundred Eighty-Six Thousand Four Hundred Dollars ($3,486,400) (the "Option Consideration"), w~ich sum shall. be delivered to Escrow Holder on or prior to the Closing Date for immediate release to Seller concurrent with the sale of the Pa£k Land Sale to City. No part of said option consideration shall be refundable to Buyer, if Buyer fails to exercise the option hereunder. If Buyer does exercise the option, then the Option Consideration shall be applied to the Purchase Price. 3. Purchase Price. The purchase price for the Option Property (the "Purchase Price") shall be the sum of Three Million Four Hundred EightyTSix Thousand Four Hundred Dollars ($3,486,400). The Purchase Price shall be paid to Seller by Buyer in cash at Close Of Escrow. The Option Consideration shall be applied to the Purhhase Price. 4. Seller’s Representations, Warranties and Covenants. Seller represents and warrants to Buyer and covenants with Buyer as follows: (a) Authority. Seller has the power and authority to enter into and perfprm all of Seller’s obligations pursuant to thi~ Agreement, and to sell the Option Property on the terms and conditions set forth herein. No consent of any third party is required in o~der for Seller to perform any of its obligations hereunder. (b) No Conflict. This Agreement, and Seller’s sale of the Option Property hereunder, do not violate any material terms or provisions of any contract .to which Seller is a party. (c) FIRPTA. Seller is not a "foreign person" as defined in Section 1445(f) (3) of the I~ternal Revenue Code. (d) Informakion to Seiier’s Khowledge.To Seller’s knowledge (as hereinafter defined), and except as disclosed in the materials or furnished to Buyer: (i)-no condemnation proceedihgs or other litigation or claims exist that adversely and materially affect, the BMR Land or Seller’s ability to convey the Option Property to Buyer purguant to the terms of this Agreement; (ii) no person other than Seller (and the landlords under the Leases) has any rights of possession or occupancy on or of the BMR Land; (iii) there exists no prohibition or impediment to Seller’s. performance of its obligations hereunder, including its obligation to convey the Option Property to Buyer; (iv) there are no public improvements which have been ordered to be made or assessed, and there are no special, general, or other assessments pending, threatened against or affecting the BMR Land;(v) there ~re no protected or endangered species of plant, animal, or habitat on or about the BMR Land; (vi)Seller has not made any commitments to any "governmental authority, school board, church or other religious body, or to any other organizatioo, group or individual relating to the BMR Land which would impose any obligations upon Buyer to make any contributions of money or land or to install or maintain any improvements; (vii) no landfill exists on the BMR Land and no debris or tanks or. drums have been buried or placed on the BMR Land; and (viii) Seller has received no notice of violation from a governmental entity that the BMR Land violates any statute, ordinance, law or code, and that would require any corrective .action on the part of Seller that has not been taken. As used herein, the term "Seller’s Knowledge~shall mean. the current actual knowledge of , without having made any independent investigation or inquiry (and without having any’obligation to do ~o). (e) "AS IS" Purchase. Other than as expressly setforth in this’ Agreement (including Section 4(d) above), (a) Buyer acknowledges and agrees that Buyer .is acquiring the Option Property in its "AS IS" condition, WITH ALL FAULTS, IF ANY, AND WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, and (b) neither Seller nor any agents, representatives, or employees of Seller or PAMF have made any representations or warranties, .direct or indirect, oral or written, express or implied, to Buyer or Buyer’s Agents with-respect to the condition of the BMR Land~ its fitness for any particular purpose, or its compliance with any laws, and Buyer is not aware of and does not rely upon any such representation. Buyer acknowledges that it has had the opportunity to make such inspections (or have -such’ inspections made by consultants) as it desires of the BMR Land and all factors relevant to its use, including, without .limitation, the interior, exterior, and structure ;of any improvements on the BMR Land, the c6ndition of soils and subsurfaces, and the status of all zoning, permitting and other entitlements relevant to the use or contemplated use of the BMR Land. Buyer acknowledges that Buyer and Buyer’s Agents will independently and with the assistance of its professional advisors and consultants undertake whatever studies, tests and investigation Buyer desires to conduct relating to the BMR Land (including, without limitation, economic reviews, soils tests,, engineering analys@s, environmental analyses .and analyses of the records ~of any governmehtal or quasi-governmental entity having jurisdiction over the BMR Land). Buyer has entered into this Agreement based upon the opportunity to conduct such inspections. Except as otherwise provided hirein, Buyer is relying solely on its own investigation as to’ the BMR Land and its value and is assuming the risk that adverse physical, economic or other conditions (including, without limitation, adverse environmental conditions, asbestos-containing materials in the Improvements, and the status of compliance with the requirements.of the Americans with Disabilities Act of 1990) may not have been revealed by such investigation. Buyer agrees that the Option Property is to be sold to and accepted by Buyer, at the Closing, in the condition it is in at the date of the Closing "AS-IS." EXCEPT AS MAY BE EXPRESSLY SET FORTH ELSEWHERE IN THIS AGREEMENT, BUYER FURTHER ACKNOWLEDGES AND AGREES T~AT NEITHER SELLER NOR PAMF SHALL HAVE ANY LIABILITY, OBLIGATION OR RESPONSIBILITYOF ANY KIND AND THAT NEITHER SELLER. NOR PAMF HAS MADE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE FOLLOWING: I. THE CONTENT OR ACCURACY OF ANY REPORT, STUDY, OPINION OR CONCLUSION OF ANY SOILS, TOXIC, ENVIRONMENTAL OR OTHER ¯ ENGINEER OR OTHER PERSON OR ENTITY WHO HAS EXAMINED THE BMR LAND OR ANY ASPECT THEREOF; THE CONTENT OR ACCURACY OF ANY OF THE ITEMS DELIVERED TO BUYER PURSUANT TO BUYER’S REVIEW OF THE CONDITION OF THE BMR LAND. 5. Conditions of Buyer’s Obligations. The Closing and Buyer’s obligations under this Agreement to purchase the Option Property shall be subject to the satisfaction, prior to the times prescribed herein, Of the following conditions, with Buyer to retain the right to waive, in writing, in whole or in part, any of the following conditibns at or prior to the time prescribed herein for approval or disapproval by Buyer: (a) Title Report. Buyer acknowledges receipt and examination of the preliminary title report dated with respect to the BMR Land (the "Title Report"), issued by the Title Company (as .defined in Section 5(e) below) together with complete copies of all exceptions set forth therein. At the Closing, .Seller shall convey title to the Option PJoperty to Buyer by .grant deed subject to: exceptions as .shown on the Title Report .and,~ in addition to such exceptions, the rights, obligations, and any liens approved by Buyer in writing or created by or through the acts or omissions of Buyer (the "Permitted Exceptions"). (b) Buyer’s Right of Entry. Buyer shall have until the expiration of the option term within which .to conduct whatever investigation or review that it desires regarding.the suitability of the BMR Land for its intended use. Buyer and the authorized agents, employees, consultants and representatives (collectively, ~Agents") of Buyer, shall have the right to enter the BMR Land and to conddct and carry out such inspections, tests and studies ~EXEMPLARY DRAFT as Buyer d~ems appropriate in connection with Buyer’s acquisition of the Option Property, in accordance with the provisions of this Section, and to review such -documentation related to the BMR Land in accordance with the provisions of this Section. Buyer shall be solely responsible for all costs associated with its investigation of the BMR Land. Buyer’s right of entryupon the BMR Land shall be subject to, and Buyer agrees to perform, each of the following conditions and covenants, all of which shall survive the expiration or termination of this Agreement and the delivery of the Deed: (i)’ Buyer shall pay all costs, expenses, liabilities and charges incurred by Buyer or related to .Buyer’s entry. (ii) Buyer, at Buyer’s sole cost, .shall repair all damage or injury caused by Buyer or Buyer’s Agents in connection with any such inspection or entry and shall return the BMR Land to substantially the same condition as existed prior to such entry. (iii) Any entry upon the BMR-Land shall be upon not less than 24-hours telephonic notice to Seller, shall be at reasonable times, and shall not interfere’ with the Seller’soperitions on the BMR Land. Seller shall have the ’right to accompany Buyer and Buyer’s Agents during any entry upon. the BMR Land and to require that Buyer and Buyer’s Agents comply with Seller’s security procedures. (iv) Buyer shal~ keep the BMR Land free and clear, of all liens arising out of Buyer’s activities conducted upon the BMR Land. (v) Buyer shall indemnify and hold Seller harmless from any lien, loss, claim, liability, or expense, including attorneys’ fees and costs, arising out of or in connection with the activities of Buyer or Buyer’s Agents on or about the BMR Land. ~-rT. (vi) Prior to performing any environmental test~ or studies on the BMR Land beyond the scope of work generally performed in a Phase I environmental site assessment study, Buyer shall obtain Seller’s written approval, which may be withheld in Seller’s sole and absolute discretion, with respect to the scope of work intended to be performed and shall provide Seller an opportunity to confer, either directly or through Seller’s ~consultants, with Buyer’s environmental consultants in order to determine whether to permit any sampling or testing of surface or subsurface soils, surface wateror ground water (and with respect thereto Seller shall have complete and absolute discretion to grant or withhold its consent) or to refine the scope of the work to be performed. Prior to the. Closing, all information derived from Buyer’s tests and test results shall, to the extent permissible under existing law, remain.confidential and not be disclosed to any party other than as is necessary to consummate the transaction contemplated hereby or to exercise Buyer’s rights hereunder including, without limitation, Buyer’s counsel and its consultants.. (vii) Notwithstanding anything contained in this Section to the contrary, Buyer sha.ll have no liability for and no obligation to remedy any conditions or defects on or under the BMR Land (i). not caused by Buyer, including those conditions and defects discovered during Buyer’s investigations and inspections, or (ii) resulting from the. acts or omissions of Seller, or Seller’s agents, engineers, contractors, consultants and representatives, or’~ other prospective purchasers of the BMR Land (or any portion thereof). : (viii) Buyer also shall have the right to review any title reports, surveys, environmental and soil studies and all other coZrespondence and documents in the files of Seller relating to the physical condition, title or entitlements processing for the BMR Land and the existing improvements thereon. Buyer shallhave the right to use all plans relating to the BMR Land, including engineering and architectural, currently° in Seller’s possession, subject to the rights of any third parties. Seller agrees to provide access to all such documents and files at Seller’s offices located, at at any .time after the Execution Date and for so long as this Agreement continues on effect (and, if PAMF is not Seller, then PAMF agrees to provide access to all such documents and files in its possession at. PAMF’s offices located at to 795 E1 Camino Real, Palo Alto, California at any time prior to the Closing Date), upon reasonable notice and during normal business hours only, such that Buyer may make, at its sole cost and expense, copies of all such documentation specified herein. ¯DRAFT-EXEMPLARY DRAFT -SL~CT TO P~VISION ’-~-.} (c) Performance. Seller shall have performed, ¯ observed and complied with all material covenants, agreements and conditions required by this Exhibit ME-l" to be performed, observed and complied with on its part prior to or as of the Closing. (d) Documents and Deliveries. All instruments and documents required on Seller’s part to effectuate the Closing as set forth herein and the transactions contemplated hereby shall be delivered to Buyer or the Escrow Agent, as required hereby, and shall be" in form and substance consistent with the requirements herein. (e) Title Policy. At the Closing, First American Title Guaranty Company (the "Title Company") shall have delivered~ to Buyer either (a) a CLTA owner’s standard policy of title insurance, or an ALTA extended coverage policy .if Buyer so elects (the "Title Policy,) and any endorsements reasonably requested by Buyer that the Title Company-has agreed to issue,, insuring Buyer’s. fee simple title to the Option Property in the amount of the Purchase Price, subject only to the Permitted Exceptions, or (b) the Title Company’s irrevocable commitment to issue such policy. (f) Failure of Conditions. If any conditions set forth in this Section are not satisfied or waived by Buyer at or prior to the times prescribed therein, then all rights, obligations and liabilities of Seller and Buyer under and pursuant to this Exhibit "E-l" shall terminate (except ~or any obligations or liabilities under this Exhibit ~E-I" which specifically set forth that such obligations or liabilities shall survive the termination of this Exhibit "E-I"), and the Escrow Agent shall, without further notice to or from any party, and without liability therefor, cancel and terminate the Escrow, and all funds deposited into the Escrow shall be returned to the party depositing the same whetheror not previously released in accordance with the terms of this Exhibit "E-l". (g) Copies of Reports.In the event of termination of this Exhibit "E&I" pursuant to this Section, Buyer shall promptly return to Seller all documentation delivered by Seller to Buyer and shall provide copies to Seller of all reports and studies obtained or develoPed by Buyer or Buyer’s consultants with respect to the BMR Land DRAF-T~EXEIVlPLARY DRAFT - SUB~E-CT TO P.EVISION at no. cost to Seller. .Buyer shall use all commercially reasonable efforts to obtain all consultants’ consent to the foregoing as a part.of any retention agreement. 6. Closing. (a) Timing of Closing.. The closing of the phrchase and sale of. the Option Property (the "Closing") shall take place at the offices of the Escrow Agent on a date to be specified by Buyer in its notice of exercise of the option, which date shall be no earlie~ than 30 days and no later than 60 days following the dateof the exercise of the option. (b) Seller’s Closing Deposits. At or prior to the Closing, Seller shall deposit the following into the Escrow for recordation and/or delivery to Buyer at the Closing: ( i ) A grant acknowledged by (the "Deed"). deed, duly executed and (ii) A certification and affidavit as required by the Foreign Investors Property Tax Ac~, as amended ("FIRPTA"). (iii) All other instruments and d~cuments reasonably required to effectuate the terms of this Exhibit "E-I" and the transactions contemplated hereby. (c) Buyer’s Closing Deposits. At or prior to the Closing, Buyer shall deposit into the Escrow for delivery to Seller at the Closing ~he following: (i) A wire transfer in the amount of the’. Purchase Price, less ’the amount of the Option Consideration, plus Buyer’s share of apportionments and expenses pursuant to Section 6(d) .hereof for delive!y to Seller or to the order-or account of Seller or to such ¯ other person or persons as Seller shall designate in writing. (ii) Such other instruments and documents as ¯ reasonably may be required by the Title Company or the Escrow Agent to consummate the transactions contemplated hereby. DRAFT--EXEMPLARY DRAFT- SL~-~Z~CT TO P.EV.~STO~ (d) Apportionments; Expenses; Possession. (i) Apportionments. .All property taxes, rent due under the Leas4s, charges and assessments, if any, affecting the Option Property and all charges .for utilities, .insurance and other operating expenses of the Option Property, if .~ny, .shall be prorated on a per diem basis as of the date of Closing. If any real estate taxes, charges or assessments have not been finally assessed or computed as of the date of Closing, for the current fiscal year of the taxing authority, then’the same shall be adjusted at Closing based upon the m6st recently issued bills therefor and cost bills relating thereto, and shall be re-adjusted b~ Buyer and Seller outside of the Escrow when and if final bills are issued. (ii) Expenses.. The expenses and co~ts of the transactions contemplated by this Exhibit "E-I" shall be borne by the parties as follows, all of which obligations shall survive the Closing: (I) Advis~rs. Each ~arty will p~y all its own expenses incurred in connection with this Exhibit "E-I" and the transactions Contemplated hereby, including, without limitation, (a) all costs and expenses stated herein to be borne by such party, and (b) all of its own respective accounting, legal and appraisal fees. (2) Buyer’s Expenses. Buyer shall pay at the Closing (i) any premiums, for the Title Policy for the Option Property, (iii all escrow fees, (iii) all recording fees, and (iv) any other fees or costs .related to the Closing. (3) Possession. Possession of the Option Property shall be delivered to Buyer at the Closing. (4) Seller’s Expenses. Seller shall pay all city and county real estate transfer taxes or the equivalent amount specified in this Agreement. 7. Further Assurances. Seller andBuyer each agrees to perform such other acts, and to execute, acknowledge and deliver, prior to, at or subsequent to Closing, such other instruments, documents and other materials as the other may reasonably request and as shall be necessary in order to effect the consummation of the transactions contemplated hereby. 8. Brokers. Buyer and Seller each represents to the other that it has not dealt with any broker or agent in connection with this transaction for which a commission or fee is payable by the other party. Each party hereby indemnifies and holds harmless the other Party from all loss, . cost and expense, including reasonable attorneys’ fees, arising out of a breach of. its .representation or undertaking set forth in this Section 8. The provisions of this Secti6n 8 shall survive the Closing orhhe termination of this Exhibit "E-I" EXHIBIT E-2 TERMS AND CONDITIONS OF SALE OF AN INTEREST IN PARK LAND TO CITY i. Sale and P~rchase. ("Seller") hereby agrees to sell, assign, transfer and convey to City ("Buyer"), and Buyer hereby agrees to purchase and accept from Seller, an undivided 53.02% interest in the Owned Park Land (the""Park Sale Land"), for the purchase price and’ subject to the other terms.and conditions ~et forth herein. 2. Purchase Price. The purchase price for the Park Sale Land (the "Purchase Price") shall be the sum of Four Million Two Hundred Thirty-One Thousand Five Hundred Dollars ($4,23i,500).’ The Purchase Price shall be paid to Seller by Buyer in cash at the Closing. 3. Seller’s Representations, Warranties and Covenants. Seller represents and warrants to Buyer and covenants with Buyer as follows: (a) Authority. Seller has the power and authority to enter into and perform all of Seller’s obligations pursuant to this Agreement, and to sell the Park Sale Land on the terms and conditions set forth herein. No consent of any third party .is required in order for Seller to perform any of its obligations, hereunder. (b) No Conflict. This Agreement, and Seller’s sale of the Park Sale Land hereunder, do not violate any material terms or provisions of any contract to which Seller is a party. (c) FIRPTA. Seller is not a "foreign person" as defined in Section 1445(f) (3) of the Internal Revenue Code. (d) Lease. The lease on the Pinkerton Property (the ’{Lease") is in full force and effect and Seller is not in default of any obligation thereunder,, except for the rent increases not yet computed for the current calendar year under the Lease, which will be paid in full prior to the Closing. To the best of Seller’s knowledge, the copy of the Lease previously delivered to Buyer is a true and complete copy thereof, and there are no agreements, or other documents or circumstances that -modify the Lease, e.xcept as s~t forth therein. Prior to the Closing. Date, Seller will not modify, terminate, or otherwise amend the Lease without the prior written con~ent of Buyer, which consent may be granted or withheld in .Buyer’s sole discretion. (e) Information to Seller’s Knowledqe.To Seller’s knowledge (as hereinafter defined), and except as disclosed in the materials or documents furnished to Buyer: (i) no. condemnation proceedings or other litigation or claims’-exist that adversely and materially affect the Park Land or Seller’s ability to convey the Park Sale Land to Buyer pursuant to the terms of this Agreement; (ii) no person other than SelleD (and the landlords under the Leases) has any rights of possession or occupancy on or of the Park Land; (iii) there exists no prohibition or impediment to Seller’s performance of its obligations hereunder,, including its obligation to convey the Park Sale Land to Buyer; (iv) there are no public improvements which have bee~ ordered to be mad4 or.assessed, and there are no special, general, or other assessments pending, threatened against or affecting the Park Land; (v) there are no protected or endangered species of plant, animal, or habitat on or about th~ Park.Land; (vi) Seller has not made any commitments to any governmental ~uthority5 school board, church or other religious body, or .to any other organization, group or individual relating to the Park Land which would impose any obligations upon Buyer to make any contributions of money or land or to install or maintain an~ improvements; (vii) no landfill exists on the Park Land -and no debris or tanks or drums have been buried or placed on the Park Land; and (viii) Seller has received~ no.notice of violation from a governmental entity that the Park Land violates any statute, ordinance, law or code, and that would require any corrective action on the part of Seller that has not been taken.As used herein, the term "Seller’s knowledge"shall mean the current actual knowledge of , without having made any independent investigation or inquiry (and .without having any obligation to do so). (f) "AS IS" Purchase. Other than as expressly set forth in this Agreement (including Section 3(ei above), (a) Buyer acknowledges and agrees that Buyer is acquiring the Park Sale Land in its "AS IS" condition, WITH ALL DP~.A~-T - SL~-"Z-CT TO P.EVTSTO~;EXEMPLARY DRAFT FAULTS, IF ANY, AND WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, and (b) neither Seller nor any agents, representatives,, or employees of Seller have made any representations or warranties, direct or indirect, oral or written, express or implied, to Buyer or Buyer’s Agents with respect to the condition of the Park Land, its fitness for any particular purpose, or its compliance with any laws, and Buyer is not aware of and does not rely upon any such representation. Buyer acknowledges that it has had the opportunity to make Such inspections (or have such inspections made by consultants) as it desires of the Park Land and all factors relevant to its Use, including, without limitation, the interior, exterior, and structure of any. improvements on the Park Land, the .condition of soils and subsurfaces, and the status of all zoning, permitting and other entitlements relevant to the use or contemplated use of the Park Land. Buyer has. entered into this Agreement based-upon the opportunity to conductsuch inspections. Except as otherwise pr6vided herein, Buyer is relying solely.on its own investigation as to the Park Land and its value and is assuming the risk that adverse physical, economic or other conditions (including, withou% limitation, adverse environmental conditions, asbestos- containing materials in hhe Improvements, and the status of compliance with the requirements .of the Americans with Disabilities Act of 1990) may not have been revealed by such in~es~igation~ ,Buyer agrees that the Park Sale Land is to be sold to and accepted by Buyer in the condition it is in at the Closing Date ~AS-IS., ¯EXCEPT AS MAY BE EXPRESSLY SET FORTH ELSEWHERE IN THIS AGREEMENT, BUYER FURTHER. ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR PAMF SHALL HAVE ANY LIABILITY, OBLIGATION OR RESPONSIBILITY OF ANY .KIND AND THA-T SELLER HAS MADE ANY REPRESENTATIONSOR WARRANTIES OF ANY KIND WITH RESPECT TO THE FOLLOWING: I.THE CONTENT OR ACCURACY OF ANY REPORT, STUDY, OPINION OR CONCLUSION OF ANY SOILS, TOXIC, ENVIRONMENTAL OR OTHER ENGINEER OR OTHER PERSON OR ENTITY WHO HAS EXAMINED THE PARK LAND OR’ANY ASPECT THEREOF; o THE CONTENT OR .ACCURACY OF ANY OF THE ITEMS DELIVERED TO BUYER PURSUANT TO BUYER’S REVIEW OF THE CONDITION OF THE PARK LAND.-~ 4. Conditions of Buyer’s Obligations. The Closing and Buyer’s obligations under this Agreement to purchase the Park Sale Land shall be subject to the satisfaction, prior to the times prescribed herein, of the following conditions, with Buyer. to retain the right to waive, in writing, in whole or in part, any of the following conditions at or prior to the time prescribed herein ~or approval or disapproval by Buyer: (a) Title Report. Buyer acknowledges receipt and examination of the preliminary title report dated¯with respect to the Park Sale Land (the "Title Report"), issued by the Title Company (as defined in Section 4(d) below) together with complete copies of all exceptions set forth therein. At the Closing, Seller shall convey title to the Park Sale Land to Buyer by grant deed subject to:exceptions as shown on the Title Report and,in. addition to such exceptions, the rights, obligations,and any liens approved by Buyer in writing or created by or through the acts or omissions of Buyer (the "Permitted Exceptions"). (b) Performance. Seller shall h~ve performed, observed and complied with all material covenants, agreements and conditions required by this Exhibit "El2" to be performed, observed and complied with on its part prior to or as of the Closing. .(c) Documents .and -Deliveries. All instruments and documents required on Seller’s part to effectuate the Closing .as set forth herein and the transactions contemplated hereby shall be delivered to Buyer or the Escrow Agent, as required hereby, and shall be in form and substance consistent with the requirements herein. .(d) Title Policy. At the Closing, First American Title Guaranty Company (the "Title Company") shall have delivered to Buyer .either (a) a CLTA owner’s standard policy of title insurance, or an ALTA extended, coverage policy if Buyer so elects (the "Title Policy") and any endorsements reasonably requested by Buyer that the Title Company has agreed to issue, insuring Buyer’s fee simple title to the Park Sale Land (except for the Pinkerton Property) in the amount Of .the Purchase Price, subject only to the Permitted Exceptions, or (b) the Title Company’s irrevocable commitment to issue such policy. ~(e) Failure of Conditions. If any’conditions set forth in this Section are not satisfied or waived by Buyer at or prior to the times prescribed .therein, then all rights, obligations and liabilities of Seller and Buyer under and pursuant to this Exhibit "E-2" shall terminate (except for any obligations or liabilities under this Agreement which specifically set forth that such obligations or liabilities shall survive the termination of this Exhibit "E-2"), and the ~scrow Agent shall, without further notice to or from any party, and without liability therefor, cancel and terminate the Escrow, and all fhnds deposited into the Escrow shall be returned to the party depositing the same whether or not previously released in accordance with the terms of this Exhibit "E-2" (f) Copies of - Reports.In the event of termination .of this Exhibit "E-2" pursuant to this’Section, .Buyer shall promptly return to S~ller ’all documentation delivered by Seller to Buyer and shall provide° copies, to Seller of all reports and studies obtained or developed by Buyer or Buyer’s consultant~ with respect to the Park. Land at no cost .to Seller. Buyer shall use all commercially Seasonable efforts to. obtain all consultants’ consent to the foregoing as a part of any retention agreement. 5. Closinq. (a) Timing of Closinq. The closing of the purchase and sale of the Park Land (the "Closing") shall take place at the offices of the Escrow Agent on the Closing Date. (b) Seller’s Closinq Deposits. At or prior to the Closing, Seller sha!l deposit the following into the’ Escrow for recordation and/or delivery to Buyer at the .Closing: (i) A grant’ deed, acknowledged by.Seller (the "Deed"). duly executed and. (ii) A certification and affidavit as required by the Foreign Investors Property Tax Act, as amended ("FIRPTA"). (iii) An assignment, of. the Lease, duly executed by. Seller~ in a form reasonably acceptable to Buyer and Seller, together with an estoppel certificate on terms customary in such transactions duly executed by Seller and the landlord under the Lease ("Assignment of Lease"). (iv) All other instruments and documents reasonably ~equired to effectuate the terms of this Exhibit "E-2" and the transactions contemplated hereby. (c) Buyer’s Closing D~posits. At or prior to the Closing, Buyer shall deposit into the Escrow for delivery to Seller it the Closing the following: (i) A wire transfer in the amount of the Purchase Price, plus theamount of the security deposi%s held by landlbrd under the Lease plus Buyer’s share of apportionments and expenses pursuant to Section 5(d) hereof, for delivery to Seller or to the order or account of Seller or to such other person or persons as Seller shall designate in writing. (ii) Such other instruments and. documents as reasonably may be required by the Title Company or the. Escrow Agent to consummate the transactions contemplated hereby. (d) Apportionments; Expenses; Possession. (i) Apportionments. All real estate taxes, rent due under the Lease, charges and assessments, if any, aff@hting the Park Sale Land and all charges for utilities, insurance and other operating expenses of the Par~ Sale Land, if. any, shall be prorated on a pe.r diem’ basis as of the date of Closing, with Seller to receive credits for security deposits held pursuant to the Leases. If any real estate taxes, charges or assessments have not been finally assessed or computed as of the .date of Closing, for the. current fiscal year of the taxing authority, then the same shall be adjusted at Closing based upon the most recently issued bills therefor and cost bills relating.thereto, and shall be re-adjusted by Buyer and Seller outside of the Escrow when and if final bills are issued. I ¯ DP~.~-T -SUBJECT .TO P.EVTSIO~;EXEMPLARY DRAFT (ii) Expenses. The expenses and costs of the transactions contemplated by this Exhibit "E-2" shall be borne by the parties as follows, all of which ob.ligations shall survive the Closing:. (I) Advisors. Each party will pay all its own expenses incurred in connection with this Agreement and the transactions contemplated hereby, including, without limitation, (a) all co~ts and expenses stated herein to be borne by such party, and (b) all of its own respective accounting, legal and appraisal fees. (2) Buyer’s Expenses. Buyer shall pay at the Closing. (i) any premiums for the Title Policy for the Park Sale Land, (ii) all escrow fees, (iii) all recording, fees, and (iv) any other fees orcosts related to the Closing. (3) Possession. P~ssession of the Park Sale Land shall be delivered to Buyer at the Closing. (4) ~eller’s Expenses. Seller .shali pay all city and county real estate transfer taxes or the equivalent amount specified in this Agreement. 6. Further Assurances. Seller. and Buyer each .agrees to perform such other acts, and to execut~e, acknowledge and deliver, prior-to, at or subsequent to Closing, such other instruments, documents and other materials as the other may reasonably request and as shall be necessary in order to effect the consummation of the transactions contemplated hereby. 7. Brokers. Buyer and Seller e~ch represents to the other that it has not dealt with .any broker or agent in conn4ction with this transaction for which a cbmmission or fee is payable by the other party. Each party hereby indemnifies and holds harmless the other party from all loss, cost and expense, including reasonable attorneys’ fees, arising out of a breach of its representation’or undertaking set forth in this section 7. The provisions of this Section 7 shall survive the Closing or the termination of this Exhibit "E-2" EXHIBIT F PHASING SCHEDULE Unless otherwise provided in this .Agreement, the project shall be undertaken in accordance with -the following phasing schedule. The phasing schedule may be amended through Operating Memoranda pursuant to Section 9(g). Project , Parcelization of Block "B" ¯ Closing of Sale and City Acquisitions Demolish Research Building Demolish Urgent Care Building Relocate and Rehabilitate Block "C" Historic Houses Demolish Lee Building Demolish Non- Historic Wings of Roth Building by City Demolish Non- Historic Wings of Roth Building by PAMF Prepare Scope of Work for Roth Wings Demolition Dedicate Channing- Scott park Public Access Easement Start Effective Date 6 months after Closing Date 6 months after. Closing Date Apply for Block "D" foundation permits 9 months after Closing Date i 2 months after Closing Date 12 months after Closing Date 1¯8 months after Closing Date Effective Date CIQsing Date Finish Closing Date Closing Date 12 months after Closing Date 12 months after Closing Date Complete relocation12 months after Closing Date 18 months after Closing Date 36 months after Closing Date 36 months after Closing Date 90 days after Effective Date 36 months after Effective Date DP~T -SL~CT TO P~VISIONEXEMPLARY DRAFT EXHIBIT G ASSIGNMENT FORM Note that this form is for use in case of an assignment from PAMF to SummerHill. If the Assignor and/or Assignee are different parties, then appropriate modifications will be made to reflect the correct identity of the parties.] Recorded at the Request of: FIRST AMERICAN TITLE GUARANTY COMPANY When Recorded Mail.To: Gray Cary Ware & Freidenrich LLP 400 Hamilton Avenue/300-5 Palo Alto, California 94301 Attn: Patrick J. McGaraghan, Esq. ASSIGNMENTAGREEMENT (Development Agreement) THIS ASSIGNMENT AGREEMENT (~Assignment Agreement") entered into’ as of , 2000, by and between Palo Alto Medical Foundation for Health. Care, Research and Education (~PAMF~), a California corporation, and SummerHill Homes, a California corporation ("SummerHill"). RECITALS A. Pursuant to California Government Code ~ 65864 et seq.,. PAMF and the City of Palo Alto, a charter city o~ the State of California ("City") have previously entered into that certain Development Agreement by and between the City and PAMF ("Development Agreement"), dated as of __, 2000,-and recorded in the Official Records of the County of santa Clara as Instrument No. The DevelQpment Agreement sets forth certain rights and obligations of PAMF and the City with respect to the .dev~!opment and use of_ certain real _p_~operty l~cated in ~he ....... City, as more particularly described on Exhibit A attached to the Development Agreement (the "Property"). B. On October 28__, 1999, PAMF and SummerHill entered into that certain Purchase and Sale Agreement ("Purchase Agreement"), pursuant to which PAMF agreed to sell to SummerHill, and SummerHill agreed to purchase from PAMF, the Property. C. This Assignment Agreement is entered pursuant to Section 18(f) of the Development Agreement into TO P.E=V7 S 70~EXEMPLAR Y DRAFT! which provides that,by entering into an Assignment Agreement, PAMF may assign all of its rights and obligations under the Development Agreement to any party acquiring an interest or estate in the Property. D. PAMF desires to assign to SummerHill all of its rights and delegate to SummerHill all of its obligations under the Development Agreement, and SummerHill desires to accept such rights and assume such obligations, on the terms and conditions set forth below. E. All capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Development Agreement. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: i. Effective Date. All terms and provisions of this. Assignment Agreement. shall become effective upon, but not prior to, the recordation of the grant deed in the. Official Records of the County bf Santa Clara, whereby PAMF transfers the Property to SummerHill. 2. Assignment of Rights. PAMF hereby assigns to SummerHill any and all rights afforded "Developer" of "PAMF" under, and as defined in, the Development Agreement. 3. Assumption of Rights and Duties. PAMF hereby delegates to SummerHill, and Summ.erHill hereby assumes, expressly and unconditionally, any and all obligations that may now or h~eafter ati~e under-~h~-Dev~ib~ent A~r~em~nt with respect to the Property. 4. Attorneys’ Fees. If either party hereto fails to perform any of its obligations under this Assignment Agreement or if any dispute arises between the parties hereto concerning the meaning or interpretation of any provision of this Assignment Agreement, then the defaziting party or the party not prevailing in such dispute, as the case may be, shall pay any and all costs and expenses incurred by the other party on account of such default and/or in enforcing or establishing its rights hereunder, including,without limitation, court costs and reasonable attorneys’fees and disbursements.Any such attorneys’ fees and othe~ expenses incurred by either party in enforcing a judgment in its favorunder this Assignment Agreement shal! be. recoverable separately from and in addition to any other amount included in such judgment, and such attorneys’ fees obligation is intended to be severable from the other provisions of this Assignment Agreement and to survive and no~ be merged into any such Judgment. 5. Notices. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered (including by means of professional messenger service) or sent by overnight courier, or sent by registered-or certified mail, postage prepaid, return receipt requested to the addresses set forth below, or sent by electronic facsimile to the telefacsimile numbers ’set forth below. All such notices or other communications shall be deemed received upon the earlier of (i) if personally delivered or sent by. overnight courier, the date of delivery to the address of the person to receive such notice, (!i) if mailed as provided above, on the date of receipt or rejection, or (iii) if g~vgn by electronic facsimile, when received by the other party if received Monday through Friday between 9:00 a.m. and 5:00 p.m. solong as suhh day is not. a state or federal holiday and otherwise on the next day provided that the next day is a business day. .. If to PAMF, addressed to: Palo Alto Medical Foundation for Health Care, Research and Education 795 E1 Camino Real Palo Alto, California 94301 Attn: David Druker~ President- With a copy to: Gray Cary Ware & Freidenrich 400 .Hamilton Avenue Palo Al~o, California 94301 Attn: Patrick J. McGaraghan, Esq. If to SummerHill, addressed to: SummerHill Homes 7~ California Avenue Palo Alto, California 94304 Attn: Mr. Jeffrey Slavin With a copy to: Andrew L. Faber, Esq. Berliner Cohen i0 Almaden Blvd. San Jose, California 95113-2233 Notice of change of address or facsimile number shall be given by written notfce in the manner described in this Section 5. 6. No Modification. No addition to or modification of any term or provision of this Assignment Agreement shall be effective unless set forth in writing and signed by both PAMF and SummerHill and approved by the City. 7. Successors and Assigns. Except as otherwise specifically set forth herein, (i) this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, (ii) all of the provisions contained in this Assignment Agreement shall be enforceable ~s equitable servitudes and shall constitute covenants running with the land pursuant, to California law including, without limitation,. Civil Code Section 1468 and (iii) each covenant herein to act or refrain from acting is for the benefit of or a burden upon the Property, as appropriate, runs with the P~operty and is binding upon the owner of all or a portion of the Property and each successive owner during its ownership of such property. 8. Notice of Assignment. Upon delivery of a fully executed copy of this Assignment Agreement to the City, PAMF shall be deemed to have complied with the notice requirement set forth in Section 18(f) (i) (i) of the Development Agreement.~ 9. Governinq Law. This Assignment Agreement shall be governed by and construed in accordance with the laws of the State of California. DP~-AFT -SL~TECT TO P.EVTSIONEXEMPLARY DRAFT i0. Further. Assurances. The parties hereto shall execute and deliver, upon demand by the other party or the County, such further documents, instruments and. conveyances, and shall take such further actions as such other party may request from time to time to document the transactions set forth herein. II. Counterparts. This Assignment Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the par.ties have executed this Agreement as of the date first above written which shall be the Execution Date. PAMF: PALO ALTO MEDICAL FOUNDATION FOR HEALTH CARE, RESEARCH AND EDUCATION, e~ California corporation By: Print Name: Its: SUMMERHILL: SUMMERHILL HOMES, a California corporation By: Print Name: Its: STATE OF CALIFORNIA COUNTY OF ) ss ) On before me, personally appeared personally known to me ( or proved to me on the basis of satisfactory evidence) to be the person(si whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same .in his/here/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which .the person(s) acted, executed the instrument. WITNESS my hand and official se~l. Signature (This area for official notarial seal) STATE OF CALIFORNIA COUNTY OF ) ) ss ) On before me, personally appeared personally known to me ( or. proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to .me that he/she/they executed the same in his/here/their authorized capacity(ies), and " that by his/her/their signature(s) on the in@trument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (This area for official notarial seal) EXHIBIT H RELEASE FORM [Note that this form is for use in case of an assignment from PAMF as the party to the Development Agreement. If a different party is to be released, then appropriate modifications Will be made to reflect the correct identi, ty of the party released and appropriate information as to the assignment. ] ¯RELEASE OF OBLIGATIONS UNDER DEVELOPMENT AGREEMENT This Release is given thi~ day of , 2000, by the City of Palb Alto, a charter city of the State of California ("City") in favor of the Palo Alto Medical Foundation for Health Care, Research and Education (" PAMF" ) . RECITALS A. Pursuant to California Government Codes ~ 65864 et seq., P’AMF and the City have previously entered into that certain Development Agreement (the "Development Agreement") dated as of , 2000, and recorded in the Official Records of the County of Santa Clara on __, 2000 as Instrument No. The Development Agreement sets forth certain rights and obligations of PAMF and the City with respect to the development and use of certain real property located in the City, as more particularly described on Exhibit A attached to the Development Agreement (the "Property"). B. On , 2000, PAMF conveyed the Property to SummerHill Homes ("SummerHill") by Grant Deed recorded in the County of Santa Clara and assigned all ~f its rights under the Development Agreement to SummerHill under that certain Assignment Agreement dated as of dated as of , 2000, and recorded in the Official Records of the County of Santa Clara pursuant to which SummerHill assumed and agreed to perform all of the obligations of PAMF under the Development Agreement. DP~.A~=T -SU~’~-CT TO P~VTSTOh~EXEMPLARY DRAFT C. PAMF is not in default¯ ahd default proceedings have not been commenced by the City under the Development Agreement. D. PAMF has provided the City with the notice and executed agreement required under Section 18(f) (i) (i) of the Development Agreement. Eo All capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Development Agreement. NOW, THEREFORE, in consideration of the foregoing recitals and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City does hereby declare, acknowledge and agree to the following for the benefit of PAME: I. Consent. The City hereby consents to the assignment .of the Property from PAMF to SummerHill and further consents to the assignment by PAMF of its rights and the delegation of its duties and obligations under the Development Agreement, which Development Agreement is in full force and effect, and the assumption by SummerHill of PAMF’s obligati6ns under the Development Agreement, all as set forth in the As’signment Agreement referenced above. 2. No Default. As of the date hereof, the City confirms that it has no claims against PAMF with respect to ¯ a default or the occurrence of an event which with the notice or passage of time would constitute a default by PAMF under the Development Agreement. 3. Reiease. Upon the recordation of the Assignment Agreement and delivery of this release to PAMF, PAMF is and shall be forever released from al! duties and obligations under the terms ofthe Development-Agreement pursuant to Section 18(f) (ii) thereof. Thereafter, PAMF shall have no liability to the City with respect to the Development Agreement or performance of any obligations thereunder or any breach or default under the terms of the Development Agreement. thereof. DP~T - SUB~T2~CT TO P~E~VTSIO~;EE!~P!~IRY DRAFT IN WITNESS WHEREOF, the City of Palo Alto has executed this release as of the date first above written. CITY: THE CITY OF PALO ALTO, a charter city in the State of ICalifornia By: Print Name: Its: Mayor ATTEST: By: Print Name: