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HomeMy WebLinkAbout2000-06-12 City Council (12)FROM: City.of Palo Altb City Manager’s Report 3TO:THE HONORABLE CITY COUNCIL CITY MANAGER DEPARTMENT: UTILITIES DATE:JUNE 12, 2000 CMR: 281:00 SUBJECT:REQUEST FOR APPROVAL OF THE STANFORD SHOPPING CENTER SUPPLEMENTAL MAINTENANCE AGREEMENT FOR UTILITIES AND A BUDGET AMENDMENT ORDINANCE IN. THE AMOUNT OF $260,000 FOR WASTEWATER COLLECTION SYSTEM EXTENSION CAPITAL IMPROVEMENT PROJECT NUMBER 8020 REPORT IN BRIEF In 1958 the City and Stanford entered into an agreement that transferred ownership of utility facilities installed by Stanford at the Stanford Shopping Center (Center) to the City. The agreement required the City to maintain these utility facilities so long as the Center remained a customer of the City Utilities. If new facilities were required becauseof increased demands on the transferred utility systems, then Stanford was to pay for these necessary improvements. The 1958 agreement also provided for the agreement to be changed when new buildings were added to the Center. In 1979, due to the numerous physical changes and additions to the Center, Stanford and the City began negotiations for a supplemental agreement. Although the City and Stanford attempted for several years to negotiate a supplemental agreement to the 1958 Agreement, a supplemental agreement was never signed. Since 1979, the Center has.added several new buildings and increased the demands on the City’s utilities systems serving the Center. Stanford and staff agreed that the provisions of the 1958 Agreement requiring negotiation of a supplemental agreement would be applied during the building permit review process for the additional buildings at the Center. In 1.999, when Stanford submitted plans for the three proposed buildings at the Center, negotiation of a supplemental agreement was made part of the new building approval process. The restated agreement between the City and Stanford for Center utility service is attached and obligates the City (Funding from a Budget Amendment Ordinance) to a maximum of expenditure of $260,000 for improvements to the Water ($80,000), Gas ($80,000), and Wastewater ($100,000) utility services at the Center. Once these improvements are completed. Stanford and the City will in carry out the provisions of the attached agreement. CMR:281:00 Page 1 of 5 RECOMMENDATION ¯ Staff recommends that Council: Approve and authorize the Mayor to execute the attached Stanford Shopping Center Supplemental Maintenance Agreement between City of Palo alto (City) and The Board of Trustees of the Leland Stanford University (Stanford), which redefines maintenance responsibilities for electric, water, gas wastewater collection system, and storm, drain facilities on the Stanford Shopping Center (Center) property. 2.Adopt the attached Budget Amendment Ordinance (BAO) in the amount of $250,000 for water, gas, and wastewater collection system modifications at the Center. BACKGROUND On April 14, 1958, the City and Stanford entered into an agreement wherein Stanford transferred ownership of electric, water, gas, wastewater collection, and storm drain facilities installed by Stanford at the Center to the City. In the 1958 Agreement, Stanford agreed to be solely responsible for the installation of any additional facilities necessitated by growth or changes at the Center. Stanford and the City agreed that if additional buildings were added to the Center or other changes occurred, the City and Stanford would enter into a supplemental maintenance agreement. The supplemental agreement would redefine responsibilities for operation and maintenance of any additional utility facilities. In 1979, due to the numerous physical changes and additions to the Center, Stanford and the City began negotiations for a supplemental agreement. Although the City and Stanford attempted for several years to negotiate a supplemental agreement to the 1958 Agreement, .a supplemental agreement was never signed. Since 1979, the Center has added several new buildings and increased the demands on the City’s utilities systems serving the Center. " During the negotiations for the Sand Hill Road Projects Developmental Agreement, staff determined that a supplemental maintenance agreement for the Center would not be negotiated as part of the Development Agreement process. Stanford and staff agreed that the provisions of the 1958 Agreement requiring negotiation of a supplemental agreement would be applied during the building permit review process for the additional buildings at the Center. In 1999, when Stanford submitted plans for the three proposed buildings at the Center, negotiation of a supplemental agreement was made part of the new building approval process. DISCUSSION The proposed supplemental agreement provides that the City will supply utility service to the Center from perimeter ring mains for the water, gas, and wastewater utilfties, using water and gas service meters at the exterior perimeter ring road on the Stanford Shopping Center property (See Attachment D). The City’s costs to make the modifications to the water distribution CMR:281:00 Page 2 of 5 system at the Center will be limited to $80,000. The City’s costs to make the modificafiotls to the gas distribution system at the Center will. also be limited to $80,000. Stanford would make the internal building modifications necessary to extend water and gas services to the new meter locations along the perimeter road. The City will construct new service lines needed between the new exterior meters and building F. The City would own and operate the wastewater collection system mains except for those mains located interior to the perimeter ring road at the Center. Stanford would own and maintain the onsite sewer system that is under the internal sidewalks and malls of the Center. Prior to Stanford taking over this ownership and maintenance responsibility, Stanford and Palo Alto would share the cost of repairing the sewers under the interior sidewalks and malls. The City’s share of the costs for this work would not exceed $100,000. Tile City would be responsible for all primary electric circuits, all of which Would be located within public utility easements on the Center property. Stanford would be responsible for all secondary circuits on the Center property. The City would operate and maintain all storm drains on the Center property except for those storm drains that lie on the interior of the perimeter ring road around the Center buildings. Stanford would maintain all other storm drains. The proposed Center supplemental maintenance agreement contains Attachments A, B, C, D, E, and F. The attachments describe all the physical work necessary on the utility services serving .the Center to allow the supplemental agreement to take effect. Also attached to the supplemental maintenance agreement are Exhibits A, B, C, D, E and F which delineate the existing City utilities on the Center property (full-sized copies are available for viewing in the office of the City Clerk of the City of Palo Alto). Final exhibits, showing only the City maintenance responsibilities at the Center, will be prepared after the work described in the attachments and shown on the existing exhibits is completed. Stanford will grant the City [blanket ] Public Utility Easements for all mains and primary electric services on the Center property. These easements will be paid for and prepared by Stanford subject to City review and approval after all of the work described in the attachments and exhibits is completed. RESOURCE IMPACT The City has agreed to pay for only the improvements to the perimeter mains on the water and gas system shown on the interim exhibits and described in the attachments, to install only new services from the perimeter mains to the new meter locations at the perimeter of the Center buildings shown on the interim exhibits and described in the attachments, and share half the cost of repairing the sewer system under the interior walks and malls of the Shopping Center, up to a maximum City cost of $260,000. Stanford will pay for the work to provide utility services to the three new Shopping Center buildings authorized by the Sand Hill Development Agreement which is also included as part of this supplemental maintenance agreement. CMR~281:00 Page 3 of 5 The attached BAO requests an additional appropriation for CIP project 8020 for expenses totaling $260,000 and has an impact.on the Water Rate Stabilization ($80,000), Gas Distribution Rate Stabilization ($80,000), and Wastewater Collection Rate Stabilization Reserves ($100,000). Attachment B summarizes the BAO’s approvedto date in 1999-00 that impact the Utility Funds Reserves. This attachment also estimates future year ongoing costs associated with BAO’s approved to date to provide a projection for the future resource needs from the General Fund for those programs approved after the adoption of the 1999-00 Budget. No future year ongoing costs are anticipated as aresult of this BAO. POLICY IMPLICATIONS This report does not represent any change to existing City policies. TIMELINE The contracts for the construction of the improvements included in this agreement would be brought back to Council for approval this summer. The construction of the work described in this agreement will be completed by January 31, 2001. ENVIRONMENTAL REVIEW This project is categorically exempt from the provisions.of California Environmental Quality Act (CEQA) pursuant to Section 15032 (c) (replacement of reconstruction of existing facilities) of the CEQA guidelines.’ EXHIBITS & ATTACHMENTS Attachment A:Budget Amendment Ordinance Attachment B:Budget Amendment Ordinances Impacting the General Fund Approved to Date in.1999-00 Attachment C: Attachment D: Stanford Shopping Center Supplemental Maintenance Agreement Stanford Shopping Center Perimeter Ring Road Map CMR;281:00 Page 4 of 5 PREPARED BY:Roger W. Cwiak, W/G/W Engineering Manager DEPARTMENT HEAD APPROVAL: of Utilities GLENN ROBERTS Director of Public Work~ CITY MANAGER ..APPROVAL: HARRISON Assistant City Manager CMR:281:00 Page 5 of 5 ATTACHMENT A 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 $260,000 FOR THE WASTEWATER COLLECTION SYSTEM EXTENSION CAPITAL IMPROVEMENT PROJECT NUMBER 8020 WHEREAS, pursuant to the provisions of Section 12 of Article III of the Charter of the City of Paio Alto, the Council on June 28, 1999 did adopt a budget for fiscal year 1999-00; and WHEREAS, on April 14, 1958, the City and Stanford entered into an agreement wherein Stanford transferred ownership of electric, water, gas, sewer, and storm drain facilities at the Stanford Shopping Center to the City; and WHEREAS, as part of the agreement, Stanford and the City agreed that if additional buildings or changes were added to the Shopping Center, the City and Stanford would enter into a supplemental maintenance agreement; and WHEREAS, the City and Stanford have reached a supplemental maintenance agreement over the addition of three new buildings at the Shopping Center that are part of the Sand Hill Road development; and WHEREAS, the supplemental maintenance agreement provides that the City is responsible for improvements to the perimeter water and gas mains, installing new services from the perimeter mains to the new buildings, and sharing half the cost of.repairing the sewer system under the interior walks and malls of the Shopping Center; and WHEREAS, the Utilities CIP project, Wastewater Collection System Extension No.’ 8020, has insufficient funding available for these additional expenditures and an additional appropriation of $260,000 is needed to execute the City’s supplemental maintenance agreement with Stanford; and WHEREAS, the additional appropriation of funds is needed from the Wastewater Collection ($i00,000), Water ($80,000), and Gas ($80,000) Funds; and NOW, THEREFORE, the Council of the City of Palo Alto does ORDAIN as follows: SECTION I. The sum of Two Hundred Sixty Thousand Dollars ($260,000) is hereby transferred from the reserve funds hereinafter described, to the appropriation for. Capital Improvement Project Number 8020, Wastewater Collection System Extension. The amounts so transferred are from the .following reserve funds, which will be reduced by the amount listed: Wastewater Collection Rate Stabilization Reserve ’Gas Distribution Rate Stabilization Reserve Water Rate Stabilization Reserve $100,000 $80,000 $80,000. SECTION 2. The appropriation transfers approved by Section 1 will reduce the fol!owing Rate Stabilization Reserves (RSR): From:To: Wastewater Collection RSR $7,072,071 $6,972,071 Gas Distribution RSR $4,357,346 $4,277,346Water RSR $6,026,778 $5,946,778 SECTION 3. As Specified in Section 2.28.080(a) of the Palo Alto Municipal Code, a two-thirds vote of the City Council isrequired to adopt this ordinance. SECTION 4. This project has been determined to be categorically exempt under Section 15302 of the California Environmental Quality Act. SECTION 5. As provided in Section 2.04.350 of the Palo Alto Municipal Code, this ordinance shall become effective upon adoption. INTRODUCED AND PASSED: AYES: NOES: ABSTENTIONS: ABSENT: ATTEST:APPROVED: City Clerk Mayor APPROVED AS TO FORM:City Manager Senior Asst. City Attorney Director of Services Administrative Director of Utilities ATTACHMENT C STANFORD SHOPPING CENTER AMENDED-AND RESTATED MAINTENANCE AGREEMENT BETWEEN THE CITY OF PALO ALTO AND THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY THIS AMENDED AND RESTATED AGREEMENT (hereinafter sometimes referred to as "this Agreement") made and entered into this day of June, 2000, by and between the CITY OF PALO ALTO, a charter city and municipal corporation of California, hereinafter referred, to as "CITY," and THE BOARD OF TRUSTEES .OF THE LELAND STANFORD JUNIOR UNIVERSITY, a body having corporate powers under ~he laws of the State of California, hereinafter referred to as "STANFORD"; WITNES SETH: WHEREAS, .CITY and STANFORD entered into a utility maintenance agreement on April 14, 1958, ("the 1958 Agreement") wherein said parties agreed upon the maintenance responsibilities for certain electric, water, gas, sanitary sewer, and storm drain facilities in the Stanford Shopping Center, which is for the purposes herein bounded by E1 Camino Real, Quarry Road, Arboretum Road, and the extension of Sand Hill Road, ("the Center"); and WHEREAS, STANFORD has made modifications and additions to the Center subsequent to the 1958 Agreement and will make further additions in the near future; and WHEREAS, such changes to the Center will necessitate the modification or expansion or both of electric, water, gas, waste water collection, and. storm drain facilities in order to serve the buildings of the Center; and WHEREAS, CITY and STANFORD, to the extent feasible, wish to limit CITY-owned and maintained utility facilities to areas, in, or outside of, the "Perimeter Ring Road" shown on Exhibit A attached to this Agreement and a part of it; and WHEREAS, CITY and STANFORD wish to insure that the construction of new buildings does not make access to then existing CITY-owned or operated utility facilities more difficult, or result in inappropriate placement of utility facilities in semi-enclosed or enclosed areas; and 000607 sin 0090617 1 WHEREAS, due to the significant changes and addition~ to the Center since 1959, the parties now wish to amend the 1958 Agreement and restate it in its entirety: NOW, THEREFORE, in consideration of their covenants, the parties hereto agree as follows: mutual I. 1958 AGREEMENT AMENDED AND RESTATED. The 1958. Agreement is hereby amended and restated in its entirety. Attached to this Agreement and a part of it are Attachments A through F and Exhibits A through F, as follows: ATTACHMENT A-I Form of Public Utility Easement ATTACHMENT A-2 Form of Public Utility Easement ATTACHMENT B Water System - Stanford Shopping Center ATTACHMENT C Gas System - Stanford Shopping Center ATTACHMENT D Wastewater Collection System - Stanford Shopping Center ATTACHMENT E Electric Distribution System - StanfOrd Shopping Center ATTACHMENT F Storm Drain System - Stanford Shopping Center EXHIBIT A Stanford Shopping Center Agreement Perimeter Ring Road dated June I, 2000 EXHIBIT B Stanford Shopping Center Agreement Water Utility Exhibit dated June I, 2000 EXHIBIT C Stanford Shopping Center Gas Utility Exhibit dated June i, 2000 EXHIBIT D Stanford Shopping CenterWastewater Utility .Exhibit dated June i, 2000 EXHIBIT E Stanford Shopping Center Electric Utility Exhibit dated June i, 2000 EXHIBIT F Stanford Shopping Center Storm Drain Exhibit dated June I, 2000 2.FACILITIES CONVEYED BY STANFORD AND CITY (a) STANFORD hereby grants and confirms to CITY all of its rights, title, and interest (i) in the portion of the Water Distribution System described and defined in Attachment B as the Perimeter Water Main and Water Service Lines, (ii) in the portions of the Natural .Gas Distribution System described and defined in Attachment C as the Perimeter Gas Main and Gas Service Lines, (iii) in the Wastewater Main, as described and defined in Attachment D, (iv) in the Primary Electric System, Metering System, and Communications System as described and defined in Attachment E, with those exceptions described in 2 000607 syn 0090617 Exhibit E; and (v) in the City Storm Drains as described an~ defined in Attachment F, (collectively, "the City Facilities." STANFORD represents and warrants that no third party, including but not limited to any STANFORD tenant,has any ownership interest in the facilities conveyed herein. (b) CITY hereby grants and confirms to STANFORD all of its right, title and interest in all other water, gas, electric, wastewater, and storm drain facilities at the Center, ("Stanford Facilities.") 3. UTILITY FACILITY. MODIFICATIONS AND DOCUMENTATION OF FUTURE CHANGES (a). Modification to Utility Facilities. The CITY and STANFORD shall complete the modifications to the City Facilities and Stanford Facilities, (collectively, the "Utility Facilities"), described in ATTACHMENTS B, C, and D by January 31, 2001 or before the issuance of the first occupancy permit for buildings P, V, or W as shown on Exhibit A. No such occupancy permit shall be issued until such utility modification work is complete. Provided, if the Director of Utilities determines that the modification work ms substantially complete, an occupancy permit may be issued for Building P, only, on or after January 15, 2001. The modifications to the electric system described in ATTACHMENT E shall be completed by January 31, 2002. No further occUpancy permit at the Center shall be issued after January 31, 2002 unless (i) the electric system modifications are complete or (ii) the Director of Utilities determines that the modification work is substantially complete. (b) Recitals re Documentation of Changes. It is the intention of’the parties that this Agreement at all times accurately describe both the development at the Center and the ownership and maintenance of Utility Facilities. (c) Documentation of Changes. When an additional building, including a parking structure, is added to the Center, or when additional space is added to a building or parking structure shown on Exhibit A, (an "Addition"), the parties shall prepareamendments to Exhibit A and such other attachments and exhibits as are needed to describe the Addition and to show any related changes or additions to the Utility Facilities. No certificate of occupancy shall be issued for the new building or space until -the relevant amendments to this Agreement are executed by both parties. The parties shall not unreasonably refuse or delay preparation or execution of such amendments. Such amendments may be executed as provided in Section 13 beiow. 000607 ~yn 0090617 3 4. AGREEMENT NOT TO INTERFERE WITH ACCESS TO UTILIT~ FACILITIES AND EASEMENTS. (a) No Interference. STANFORD shall not make any changes or addition with respect to buildings, utilities, or any other structures of landscaping at the Center which: (i) may adversely affect CITY’.s access to, or the operation of a Utility Facility which is a City Facility or a Stanford Facility for which CITY has maintenance and/or operation responsibilities under this Agreement, or (ii) encroaches upon or adverse%y affects engineered public utility easement of CITY any without first obtaining the written consent of the Director of Utilities of the City of Palo Alto. In the event of such change or addition and consent, the.parties shall amend this Agreement to reflect such changes as provided in Section 13 below. (b) STANFORD to Provide Access. STANFORD shall provide to CITY reasonable access to City Facilities and to those Stanford Facilities for which CITY has maintenance and/or operations responsibilities under this Agreement, including temporary construction and repair staging areas at the Center. If the CITY determines that it does not have reasonable access for such purposes, it may notify STANFORD in writing of the deficiency and of the access improvements required to correct the deficiency. If STANFORD fails to correct the deficiencies within a reasonable period, CITY shall have no duty under this ¯ Agreement with respect to the inaccessible facilities until the CITY determines that reasonable access has been provided. If STANFORD corrects the deficiency in accordance with the notice from the CITY, or otherwise to the satisfaction of the CITY, the CITY shall resume performance of its duties under this Agreement. Access comparable to that required under the CITY’s Utilities Rules and Regulations, and the special access methods described in the Attachments and Exhibits to this Agreement, shall be deemed "reasonable." 5.GENERAL MAINTENANCE RESPONSIBILITY. (a) CITY Responsibility. Except as expressly provided to the contrary, and so long as it is the supplier of electricity, gas, water, waste water collection, and storm drain services to the Center, CITY shall maintain in good condition and repair and shall operate, replace and relocate, as 000607 ~yn 0090617 (d) Easements for Existing and Future Water Facilities. STANFORD shall grant Public Utility Easements (PUEs) for all CITY-owned water facilities at the Center as more particularly described in Section ii below. (e) Future Modifications to Water Facilities. The cost of design and construction of any additional modifications to the water utility facilities made necessary by increased capacity needs of the Center, or any portion of it, shall be paid by STANFORD. 7.GAS UTILITIES (a) City Ownership.CITY. shall own the "Perimeter Gas Main" and "Gas Service Lines" and shall operate, maintain, repair, replace, and modify those gas facilities as more particularly set forth in Attachment C and Exhibit C. (b) City Modificationof Gas Distribution System. The CITY shall modify the existing gas distribution system as provided in Section 3(a) above. The total cost to CITY to modify the existing gas distribution system described in Attachment B and Exhibit B shall not exceed EIGHTY THOUSAND DOLLARS ($80,000.) If the costs exceed that amount, STANFORD may elect to fund the excess ~osts, in which case the.CITY shall perform said modifications. If STANFORD elects not to fund the excess, STANFORD and CITY shall negotiate in good faith design changes or other alternatives that will promote the intent of this Agreement. (c) Stanford Ownership, Modification, and Maintenance of Gas Facilities. .STANFORD shall own, design, install, operate, maintain, repair, and replace the "Gas House Lines", as more particularly described in Attachment C and Exhibit C, all in accordance with the latest CITY adopted version of the Uniform Plumbing Code. (d) Future Modifications to Gas Facilities. The cost of design and construction of any.additional modifications to the gas utility facilities made necessary by increased capacity needs of the Center, or any portion of it, shall be paid by STANFORD. 8.WASTEWATER COLLECTION (SANITARY SEWER) SYSTEM (a) Recitals Re Existing Onsite Mains. presently exist at the Center "Onsite Mains" as particularly described in Attachment D and Exhibit D. 000607 ~yn 0090617 There more These necessary, the City Facilities and those Stanford Facilities fo~ which it is responsible Under this Agreement. (b) STANFORD Responsibility.Except as expressly provided to the contrary, STANFORD shall maintain in good condition and repair and shall operate, replace and relocate, as necessary, the Stanford Facilities and those City Facilities for which it is responsible under this Agreement. (c) Standards.This Agreement assigns responsibility for operation, repair, replacement and relocation of Utility Facilities. It does not provide, nor shall it be construed to provide, standards of care or of performance applicable to those Facilities different from, or in addition to, those that would be applicable absent this Agreement. Except as expressly otherwise permitted by the terms of this Agreement, the parties shall operate, repair, replace and relocate the Utilities Facilities for which they are responsible in accordance with all laws and regulations applicable to their operations. 6.WATER UTILITIES (a) CITY Ownership and Maintenance of Water Facilities.CITY shall own the "Perimeter Water Main" and "Water Service Lines" as more particularly set forth in Attachment B and Exhibit B. (b) CITY Modification of Water Facilities. The CITY shall modify the existing water distribution system as provided in Section 3(a) above. The total cost to CITY to modify the existing water distribution system described in Attachment B and Exhibit B shall not exceed EIGHTY THOUSAND DOLLARS ($80,000.) If the costs exceed that amount, STANFORD may elect to fund the excess costs, in which case the CITY shall perform said modifications. If STANFORD elects not to fund the excess, STANFORD and CITY shall negotiate in good faith design changes or other alternatives that will promote the intent of this Agreement. (c) Stanford Ownership, Modification, and Maintenance of Water Facilities. STANFORD shall own the "Water House Lines" and "Fire House Lines".CITY shall not be responsible for the design, installation,repair, maintenance, replacement of Water House Lines, FireHouse Lines, or for custom (non-CITY standard) water meter and valve lid installations, meter and valve boxes, and backflow prevention devices wherever located and regardless of which entity owns them. 000607 s~n 0090617 Onsite Mains do not meet current Uniform Plumbing Code standard~ for privately-owned sanitary sewer lines or standard specif-!cations for City-owned sanitary ~ewers. For example, the gradie:~t of the lines is less than normally required, and there are fewer access points. The Onsite Mains may require.more frequent maintenance or replacement.Some or all of the Onsite Mains are owned by CITY. However,the Onsite Mains are not located on public streets or within engineered public utility easements. They are located in areas which are difficult for the CITY to access, but which are crucial to the orderly and profitable operation of the Center.This situation, which is unique to the Center, arose from the 1958 Agreement and subsequent additions to the Center.The parties wish. to modify ownership and maintenance responsibilities to permit more efficient operation and maintenance of the Onsite Mains and the Center. STANFORD, as owner and operator of the Center and adjoining properties, is capable of maintaining the Onsite Mains commercial and non-commercial operations, and has an extensive property management staff. Section 2 of this Agreement transfers all ownership interest of the CITY in the Onsite Mains to STANFORD. (b) City Ownership and Maintenance of Wastewater Facilities. CITY shall own, operate, maintain, repair and replace, but shall have no obligation to relocate, the "Wastewater Mains" as more particularly described in Attachment D .and Exhibit D. (c) Stanford Ownership and Maintenance of Wastewater Facilities. STANFORD shall own~ operate, maintain, repair and replace the "Onsite Mains" and "Service Laterals" as more particularly defined in Attachment D and Exhibit D. STANFORD shall keep all Onsite Mains and Service Laterals clear and free from obstructions. In the event that Onsite Mains or Service Laterals collapse, break, or become obstructed, STANFORD shall excavate, repair, and replace them to the extent necessary in its opinion or as otherwise required. STANFORD shall make available to its tenants at the Center and.to the CITY a 24-hour a day emergency response communications facility, .capable of promptly receiving and acting on reports of apparent malfunctions of the Onsite Mains. (d) Modification of Onsite Mains.STANFORD shall modify the Onsite Mains to improve their operation, as more particularly, described in Attachment D and Exhibit D. The CITY shall reimburse STANFORD for one half of the expense of these modifications, provided that the CITY’s share shall not exceed ONE HUNDRED THOUSAND Dollars ($I00,000.) STANFORD shall provide an invoice with supporting documentation of its 000607 s~n 0090617 expenditures for such purposes and CITY shall reimburse STANFORb within sixty (60) days of receipt of the documentation. If there is a dispute about any portion of STANFORD’s claimed expenditures, CITY shall pay the undisputed balance. If CITY fails to timely reimburse STANFORD, the balance due shall accrue interest at the rate of one percent per month, or the maximum interest allowed by law, whichever is less, from the date payment was due until paid. Facilities. (e) Future Modifications to Wastewater Collection (i) Any additional modifications to the wastewater collection system made necessary by increased capacity needs of the Center, or any portion of it, or construction .of new improvements overlying or interfering with the existing wastewater collection system shall be designed, built and paid for by STANFORD. Any additions to the Wastewater Main, once documented by an appropriate amendment to this Agreement, shall be owned and operated by CITY. (ii) Extensions or replacements of Onsite Mains shall, to the extent feasible, meet the Uniform Plumbing Code or other than applicable CITY standards for privately owned sanitary lines. (f) Review and Approval of Plumbing Permits Inside the Perimeter Ring Road. For the reasons set forth in subsection 8 (a) above, CITY shall for purposes of review of applications for’ plumbing permits for fixtures to be located within the Perimeter Ring Road, request information, make calculations, and issue permits as if the Onsite Mains were owned and operated by CITY. (g) Limitations on Liability and Indemnity with Respect to Stanford-Maintained Wastewater Facilities. CITY shall not be liable for any damages that may occur as a result of the construction, maintenance, or operation of Onsite Mains or Service Laterals. STANFORD shall indemnify, defend and hold harmless CITY from all claims, liabilities, losses, or damages arising from leakage, seepage, blockage or obstructions in the Onsite Mains or Service Laterals. (h) Discharge Standards.N6thing in this Agreement shall limit the CITY’s ability to impose upon STANFORD and/or its tenants new .discharge requirements imposed on a CITY- wide basis. 000607 syn 0090617 8 ELECTRIC UTILITIES (a) City Ownership, Modification and Maintenance of Electric Facilities. Cityshall own the "Primary Electric System", "Electric Metering System", and. "Communication System" as defined in Attachment E and Exhibit E, except as expressly provide~ tothe contrary in Attachment E and Exhibit E. (b) City Maintenance.Except as expressly provided in Attachment E to the contrary, CITY shall operate, maintain, repair, replace and modify those electric facilities owned by it. Provided, STANFORD shall perform all work .and pay all costs to accesS, repair and restore those portions of the Electrical Substructure of the Primary Electric System that are located within or beneath existing buildings or interior walkways as shown on Exhibit E. (c) Stanford Ownership,~ Modification and Maintenance of Electric Facilities. STANFORD shall own, operate, maintain, repair and replace all electrical facilities that serve the Center other than the Primary Electric System, Electric Metering System, and Communications System as more particularly described in Attachment E and Exhibit E. If STANFORD locates or proposes to locate electric facilities in areas deemed inaccessible by the City, or if the proposed facilities do not comply with the Utilities Rules and Regulations, STANFORD shall either relocate the facilities .to a location acceptable to the CITY or enter into~ a special agreement for the maintenance and Speration of. the facilities. (d) Future Modifications to Electrical Facilities. Any additional modifications to the electrical facilities made necessary by increased needs of the Center, or any portion of it, shall be paid for by STANFORD in accordance with the Utilities Rules and Regulations then in effect. (e) Alternative Distribution System.If, pursuant to the City’s Utility Rules and Regulations, STANFORD is granted permission to install an alternative electrical distribution system, all of CITY’s expenditures on electrical facilities pursuant to this Agreement shall be included in calculations of "stranded costs," or such comparable capital expenditure calculation as may be then allowed. i0.STORM DRAINS Drains. (a) City Ownership and Maintenance of Storm CITY shall own operate, maintain, repair, and replace 000607 ~yn 0090617 9 the "City Storm Drains" as described and shown in Attachment F and Exhibit F. These storm drain mains, laterals, catch basins and manholes are generally those located within the parking lots of the Center and serve as the collection system for the roads and parking lots. (b) Stanford Ownership and Maintenance of Storm Drains.STANFORD shall own, operate, maintain, repair and replace the "Service Laterals" and ."Onsite Storm Drains" as described in Attachment F. These facilities are not shown on Exhibit F. They are generally those located within the malls and sidewalks of the Center, or under buildings or structures and serve as an internal collection system for the buildings and structures of the Center. (c) Future Modifications to Storm Drains. STANFORD shall pay all .costs of any modifications, upgrading, relocation, or realignment of City Storm Drains made necessary by future development or changes in uses at the Center. ii. PUBLIC UTILITY EASEMENTS. Public Utility Easements shall be prepared and granted by STANFORD to the CITY for all Utility Facilities owned by the CITY and serving existing and future buildings added to the Center. (i) The CITY may require and record "engineered easements" with specific legal descriptions of the easement area for City Facilities when, in the judgement of the CITY, such specificity is necessary or desirable for long term protection of the City Facility in the easement. STANFORD shall prepare the legal descriptions at its expense. These easements shall be in the form set forth in Exhibit A-I unless the parties agree otherwise. (ii) A grant of easement in the form set forth in Exhibit A-2 shall be prepared, executed, and delivered to the CITY prior to issuance of a certificate of occupancy for any building first occupied after January I, 2000. The City shall not record t~e grant until after completion of the work required by Section 3(a). 12. NOTICE OF EXCAVATIONS. Article 2 of Chapter 3.1 of Division 5 of Title 1 of the Government Code of the State of Ualifornia establishes a "Regional Notification Center System" for protection of underground infrastructure. Prior to conducting or permitting any "excavation," as that term is defined in Article 2, in any portion of the Center subject to an engineered or blanket public utility easement, STANFORD shall notify the Regional Notification Center. Such notice shall be i0 000607 s~ 0090617 ~, given in the detail and at the times described in Article 2 fo~ notices of non-emergency excavation by "persons planning to conduc~, anexcavation." If Article 2 is amended, parties shall m6dify these notice procedures as necessary to effectuate their intent. 13. AMENDMENT OF ATTACHMENTS AND EXHIBITS. The attachments and exhibits to this Agreement may be amended by a written document signed and approved for CITY by the City Manager, or other person designated by the City Manager to sign on his or her behalf, and for STANFORD by the President and Chief Executive Officer of Stanford Management Company or other person designated by the President and Chief Executive .Officer or otherwise authorized by Stanford to sign such amendments. Exhibits B through F attached at time of execution of this Agreement are based on best available knowledge. They also describe construction to be performed by the parties. Upon completion of the construction and modifications required by this Agreement, the parties shall amend the Exhibits to remove references to the construction work, and to provide a representation of the facilities at that .time. No survey shall be required for the Exhibits. Thereafter, when modifications or additions are made to the Utility Facilities, the parties shall amend the Exhibits to reflect these changes. 14. WAIVER. The waiver of any condition, or the waiver of any breach or violation of any term, covenant or provision of this Agreement, or of any ordinance or law, shall not be deemed to be a waiver of any other breach or violation or subsequent breach of violation of the same or any other .term., covenant, provlsion, condition, ordinance or law. 15. UTILITY RULES AND REGULATIONS APPLICABLE. Except as. expressly otherwise provided in this Agreement, the applicable portions of the CITY’s Rules and Regulations Governing the Provision of Utility Services of the City of Palo Alto shall govern the operations of utilities at the Center. 16. FUTURE CHANGES OR INCREASES IN DEMAND. This .Agreement describes the ownership, operation and maintenance of Utility Facilities installed or to be installed for present service needs in the Center as shown and described in the Exhibits and Attachments. If the Utility Facilities are rendered inadequate by increased demands at the Center, or any portion of it, including those generated by the initial construction of Buildings P, V and W, CITY shall notify STANFORD and STANFORD shall designand install the facilities necessary to remedy the inadequacy,subject to CITY approval as otherwise required. Ii 000607 syn 0090617 17. REMOVAL AND RESTORATION OF IMPROVEMENTS. In the performance of this Agreement, City shall be responsible only for the removal and replacement of Standard paving. "Standard Paving" means the streets, curbs, driveways, gutters and sidewalks described in the City of Palo Alto Standard Drawings and Specifications (1992), excluding certain paving described in the StAndard Drawings and Specifications as "special treatments."If performance of any of the CITY’s responsibilities requires the removal or alteration of any building, structure, landscaping, or any paving other than Standard Paving, STANFORD shall be responsible for the removal and restoration of such items. Prior to commence of work by City, STANFORD shall remove any moveable objects, such as planters, carts, and art objects that would impede or interfere with this work. 18. LIABILITY.STANFORD and CITY respectively, as indemnitor, agree to. indemnify, defend and hold harmless -the other as indemnitee, including indemnitee’s officers, agents, and employees from any claim, demand, or liability resulting from injuries to or death of persons, including but not limited to employees of either party hereto, and damages to or destruction of property, including but not limited to, the property of either party hereto, arising out of or in any way connected with the performance of this agreement or any operations hereunder by indemnitor, its agents, employees, or tenants, excepting only such injury, ~death, damage, or destruction as may be caused by the sole negligence or willful misconduct of the indemnitee, its agents, employees, or tenants. 19. AMENDMENT OR TERMINATION. Nothing in this Agreement shall limit the CITY’s.police power. The CITY may, consistent with is police power, impose additional requirements on Utility Facilities and their operation at the Center. In such circumstances, CITY and STANFORD shall work cooperatively to modify this Agreement as necessary to accomplish its aims. 20. DEFINITIONS. The definitions set forth, in Attachments A through E are incorporated by reference herein. In addition,the following terms shall have the meanings assigned: (a) "Utility Facilities" shall mean collectively the water, gas, electric, wastewater and storm drain facilities located atthe Center, whether owned by City or Stanford. 21. EXPENSE. Each party shall perform its covenants at its sole expense except where expressly provided to the contrary. 000607 s~,n 0090617 12 22. NOTICE. Unless otherwise specified in this Agreement, all notice hereunder shall be given in writing and mailed, postage prepaid, certified mail, addressed as follows: To City:Office of the City Clerk City of Palo Alto 250 Hamilton Avenue Palo Alto, CA 94301 Copies to:Director of Utilities City of Palo Alto 250 Hamilton Avenue Palo Alto, CA 94301 Director of Public Works City of Palo Alto 250 Hamilton Avenue Palo Alto, CA 94301. To Stanford:Stanford Management Company Attention: President and Chief Executive Officer 2770 Sand Hill Road Menlo Park, CA 94025 Copy to:Office of the General Counsel 105 Encina Hall Stanford, CA 94305 The address of a party may be changed from time to time by written notice given to the other party in the manner set forth herein. Notices sent by mail in the manner set forth above shall be deemed received five days after deposit in the mail.~ Notices also may be delivered personally and if so, shall be deemed received upon delivery to the individual specified or to that individual’s office during office hours. 000607 syn 0090617 13 IN WITNESS WHEREOF, the parties have executed thi~ agreement in duplicate as of the day and year first written above: ATTEST:CITY OF PALO ALTO City Clerk Mayor APPROVED AS TO FORM: Senior Asst. City Attorney APPROVED: City Manager THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY By: Name: Title: Director of Administrative Services Taxpayer Identification No. 94-1156365 Director of Utilities Director of Public Works Risk Manager 000607 syn 0090617 14 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) STATE OF ) ) SS. COUNTY OF ) On , 2000 before me,, a Notary Public in and for said County and State, 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/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public CERTIFICATE OF ACKNOWLEDGMENT (Civil.Code §189) STATE OF ) ) SS. COUNTY OF ) On , 2000, before me,, a Notary Public in and for said County and State, 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/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon. behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public 000607 sy. 0090617 15 ATTACHMENT A-I Recorded at no charge in accordance with Government Code Section 6103 at the request of, and when recorded return to: City of Palo Alto/Real Estate 250 Hamilton Avenue PO Box 10250 Palo Alto, CA 94303 SPACE ABOVE THIS LINE FOR RECORDER’ S USE ONLY A/P. No.: Property: Project No. : GRANT OF EASEMENT FOR A VALUABLE CONSIDERATION, herebyacknowledged, receipt of which is THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY, a body having corporate powers under the laws of the State of California, ("STANFORD")~ does hereby GRANT to the CITY OF PALO ALTO, a municipal corporation, ("CITY"), an easement and right of way for [insert here an appropriate description of the facilities; as in Exhibit A-2.; e.g., to operate, use, repair, .maintain and. replace existing water distribution facilities to serve the servient tenement consisting of pipes, valves, metering devices and other appurtenances, including, etc.] with the right of ingress and egress thereon and the right to pass and repass over, along, across, under, and upon said easement whenever and wherever CITY desires for the purposes set forth herein, in perpetuity, in, over, under, across, along, and upon that certain property in the City of Palo Alto, County of Santa Clara, State of California, shown on the map attached hereto and more particularly described in Exhibit A attached hereto and by this reference incorporated herein. STANFORD shall not install any permanent structure or obstruction within the easement, without first obtaining the written consent of the Director of Utilities of the City of Palo Alto. STANFORD shall not use the easement area so as to damage CITY’s facilities or to interfere unreasonably with the CITY’s use thereof for the purposes described herein. 000607 s’yn 0090652 1 If any iuch structure or obstruction is installed by STANFORD after the execution of this Grant, STANFORD shall, within a reasonable time after receipt of a written request by CITY, (a) remove the structure or obstruction, or (b) relocate the facility affected by the structure or obstruction, as provided below. In the alternative, STANFORD and CITY may enter into a separate agreement allocating the costs and responsibilities for operation, use, maintenance, repair, replacement and relocation of the affected facility. STANFORD may relocate the easement, or portion of the easement with the consent of CITY which shall not be unreasonably withheld, to an appropriate location, provided Stanford shall pay to CITY the actual costs of relocating the [insert description; e.g., water distribution] facilities previously installed in the easement by CITY. Upon such relocation’and payment, CITY shall execute and record a quitclaim of the easement or portion of the easementthat has been~relocated. IN WITNESSWHEREOF, the undersigned has caused this instrument to be executed. THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY By: Name: Title: 0090652 Easement Exhibit A:I Stanford Agreement 2 STATE OF CALIFORNIA ) ) .COUNTY OF SANTA CLARA ) On the day of before me, ,in the year 2000, ,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/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon [behalf of] which the person(s) acted, executed the instrument. Witness my hand and official seal. 0090652 Easement Exhibit A-1 Stanford Agreement ATTACHMENT A-2 This document is recorded for the benefit Of the City of Palo Alto and is entitled to be recorded free of charge in accordance with Section 6103 of the Government Code. After Recordation, mail to: OFFICE OF THE CITY ATTORNEY 250 Hamilton Avenue Palo Alto, CA 94301 SPACE ABOVE THIS LINE FOR RECORDER S USE GRANT OF EASEMENT A.P.N. FOR A VALUABLE CONSIDERATION, receipt of ¯ which is hereby acknowledged, The Board of Trustees of The Leland Stanford Junior University,~ a body having corporate powers under the laws of the State of California, ("STANFORD"), does hereby GRANT to the CITY OF PALO ALTO, a municipal corporation, ("CITY"), easements and rights .of way described below in, over, under, across, along, and upon that certain property in the City of Palo Alto, County of Santa Clara, State of California,bounded by Sand Hill Road, E1 Cam&no Real, Quarry Road and Arboretum Drive, commonly known as the Stanford Shopping Center (the "servient tenement") for purposes of providing various utility services to the servient tenement, pursuant to the Stanford Shopping Center Amended and Restated Maintenance Agreement entered into the day of June~ 2000, and the Attachments and Exhibits thereto (the "Restated Maintenance Agreement" that is on file wi~h the City .Clerk of the City of Palo .Alto, and which is incorporated herein by this reference as if set forth in full). The facilities referenced below are limited to facilities owned by CITY or which CITY is obligated by the Restated Maintenance Agreement to operate or maintain. EASEMENT FOR WATER FACILITIES An easement to operate, use, repair, maintain and replace existing water distribution facilities to serve the servient tenement consisting of pipes, valves/ metering devices and other appurtenances, including, but not limited to the O00607.syn 0090650 Perimeter Water Main and Water Service Lines, as described in the Restated Maintenance Agreement. EASEMENT FOR NATURAL GAS FACILITIES An easement to operate, use, repair, maintain and replace existing natural gas distribution facilities to serve the servient tenement consisting of pipes, valves, metering devices, regulators and other appurtenances, including, but not limited to the Perimeter GasMain and Gas Service Lines, as described in the Restated Maintenance Agreement. EASEMENT FOR SANITARY SEWER FACILITIES An easement to operate, use, repair, maintain and replace existing sanitary sewer facilities to serve the servient tenement consisting of mains, laterals, pipes, manholes and appurtenances, including, but not limited to the Wastewater Main, as described in the RestatedMaintenance Agreement. EASEMENT FOR ELECTRIC FACILITIES An easement to operate, use, repair, maintain and ¯ replace existing electric distribution facilities and communication facilities primarily to serve the servient tenement (and incidentally other properties), consisting of conduits, cables, vaults and enclosures, transformers, switches, metering devices, substructures, and other appurtenances, and including; but not limited to, the Primary Electric System, Electric Metering System, Communications System, and related Electrical Substructures, as described in the Restated MaintenanceAgreement. EASEMENT FOR STORM DRAINAGE FACILITIES An easement to operate, use, repair, maintain and replace existing storm drainage facilities to serve the servient tenement consisting of the mains, laterals, pipes, catch basins, manholes and appurtenancesdescribed as City Storm Drains in the Restated Maintenance Agreement. LINEAR INSTALLATIONS, ALL UTILITIES The easement for linearinstallations shall be twenty (20) feet wide, lying equally on either side of the center line of each existing cable, conduit, pipe or other linear installation, and shall include the right of ingress and egress thereon, and the right to pass and repass over, along, across, under and upon said easement area whenever’ and wherever-CITY desires for the purposes set forth herein. The locations of said linear installations are generally shown on the Exhibits to the Restated Maintenance’ Agreement; however, the actual physical 000607 syn 0090650 location of the linear installation shall control and determine the location of the easement area. Subsequent to execution of this Grant, STANFORD shall not install any permanent structure or obstruc.tion within an easement area for linear installations or within the airspace above it less than twenty (20) feet. above grade, without first obtaining the written consent of the Director of Utilities of the City of Palo. Alto. STANFORD shall not use the easement area so as to damage CITY’s facilities or to interfere unreasonably with the CITY’s use thereof for the purposes described herein. If any such structure or obstruction now exists and if it actually and substantially interferes with reasonable and efficient operations of a linear installation by CITY, STANFORD shall, within a reasonable time after receipt of a written request by CITY, (a) remove the structure or obstruction, (b) pay the additional costs incurred by CITY in its operations, or (c) pay to relocate the facility affected by the structure or obstruction. In the alternative, STANFORD and CITY may enter into a separate agreement, which shall be in the form of an amendment to the attachments or exhibits, or both, of theRestated Maintenance Agreement,allocating the costs and responsibilities for operation,use, maintenance, repair, replacement and relocation of the affected facility. If any such structure or obstruction is installed by STNAFORD after execution of this Grant, STANFORD shall, within a reasonable time after receipt of a written request by CITY, (a) remove the structure or obstruction, or (b) pay to relocate the facility affected by the structure or obstruction. In the alternative, STANFORD and CITY may enter into a separate agreement,, which shall be in the form of an amendment to the attachments or exhibits, or both, of the Restated Maintenance Agreement, allocating the costs and responsibilities for operation, use, maintenance, repair, replacement and relocation of the affected facility. NON-LINEAR INSTALLATIONS,ALL UTILITIES The easement area for non-linear installatfons (for example, transformer vaults, meter rooms, etc.) shall include the installation itself plus the space reasonably necessary to access the installation, and to permit the convenient and efficient movement of persons, equipment and materials. STANFORD shall not impede or obstruct the existing access to such installations. STANFORD shall not use the easement area so as to damage such installations or to interfere unreasonably with the CiTY’s use. thereof for the purposes described herein. 000607 syn 0090650 3 ACCESS EASEMENT An easement for reasonable access to City Facilities and to Stanford Facilities which, by the terms of the Restated Maintenance.Agreement, CITY has agreed to operate so that the CITY may efficiently perform its duties under that Agreement, including temporary construction and repair staging areas. If the CITY determines that it does not have reasonable access as provided.herein or as provided in the Restated Maintenance Agreement, it may. notify STANFORD in writing of the deficiency and of the access improvements required to correct the deficiency. If STANFORD fails to correct the deficiency within a reasonable period, CITY thereafter shall have no duty under that Agreement with respect to the inaccessible facilities until such time as the CITY determines that reasonable access has been provided. If STANFORD corrects the deficiency in accordance with the notice from the CITY, or otherwise to the.satisfaction of the CITY, the CITY shall resume performance of its duties under that Agreement. Access comparable to that required under the CITY’s Utilities Rules and Regulations, and the special access methods described in Attachments and Exhibits to the Restated Maintenance Agreement, shall be deemed "reasonable" for purposes of this Grant and of that Agreement. The access easement includes the right of ingress and egress by persons and equipment from public streets, over the servient tenement to the easement areas for the purposes described herein.Such access shall be over existing roads, streets and other paved areas to the extent practicable and reasonable, otherwise by the route or routes that will, to the extent practicable, minimize interference with the use of the Center by STANFORD, its tenants and the public. Notwithstanding anything to the contrary herein, CI.TY shall not have the right to access or to enter buildings within the Center, except as necessary to access non-linear facilities in accordance with the terms of this Grant, and CITY shall not have the right to demolish, remodel or damage such buildings in the exercise of its rights conveyed by this Grant. SUBJECT TO EXISTING LEASEHOLDS This Grant is subject to various existing leases of portions of the servient tenement, and easements and liens of record. Leases of the servient tenement, or portions thereof, executed after the recordation of this Grant, shall be subject to this Grant. 000607 syn 0090650 4 IN WITNESS WHEREOF, the undersigned have caused this instrument to be executed. THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY By: Name: Title: 000607 syn 0090650 STATE OF CALIFORNIA ) ) COUNTY OF SANTA CLARA ) On the day of before me, , in the year 2000, ,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 wi[hin instrument and acknowledged to me that he/she/they executed the same in his/her/their~ authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entityupon [behalf of] which the person(s) acted, executed the instrument. Witness my hand and official seal. Notary Public. 000607 syn 0090650 ATTACHMENT B Water Distribution Stanford Shopping Center Definitions: Water House Line: Perimeter Water Main: Water Service Line: Fire House Line: General: The portion of the water piping and all appurtenances downstream of the outlet of a City water meter. The portion of the water system shown on Exhibit B as "Perimeter Water Main," including those main lines connecting the main in the Perimeter Ring Road to water mains located in Sand Hill .Road, Quarry Road, Arboretum Road, E1 Camino Real, or any other Public Right of Way surrounding the Center. The portion of water piping between the Perimeter Water Main and the outlet flange of the water meter supplying a Water House Line or the inlet of a fire service detector check valve box. The Water Service Line includes all valves and all other appurtenances upstream of andincluding the water meter or inlet flange of the detector check, valve. All piping and appurtenances within a detector check vault, including the vault and lid, the detector check valve, and the Water House Line attached to the outlet flange of the detector check valve. The Perimeter Water Main and Water Service Lines are owned, operated and maintained by the City of Palo Alto. Stanford owns, operates and .maintains all Water House Lines, including piping and appurtenances necessary to convey water to end use customers from the outlet flange of the City’s water meters. The Fire House Lines are owned, operated and maintained by Stanford. 000607 syn 0090618 Page 1 of 6 ATTACHMENT B Water Distribution Stanford Shopping Center The City and Stanford shall modify the water distribution system serving the Center in accordance with the following table by January 31, 2001. All references in the following Table are based on City Drawing - Exhibit B, W 205. Comments in the following Table regarding maintenance are for informational purposes only. If there is an inconsistency between the Table and the rest of the Agreement, the rest of the Agreement controls. All the work described for Buildings C, D and J is associated with construction of Building V and Stanford covenants to do it. TABLE 1: Agreed Water System Modifications at Center Buildings Activi~ A&G B The City .shall maintain water meters As, An, & Gs, including the Water Service Line from the main to the outlet flange of all City-owned meters. The City shall maintain Building B’s water meter, including the Water Service Line from the main to the outlet flange of the meter. 000607 syn 0090618 Page 2 of 6 ATTACHMENT B Water Distribution Stanford Shopping Center C & J D Meters currently serving Hillary Thatz and LaBelle Spa shall be relocated to the vicinity of the Northeasterly corner of proposed Bldg. V. A Reduced Pressure Principle Assembly-RPPA shall be installed for each meter. Existing meters at Cs and remaining Water House Lines from Jn shall be master metered from a meter also located in the vicinity of the Northeasterly corner of proposed Building V. A Reduced Pressure Principle Assembly-RPPA shall be installed by Stanford for the new master meter. Existing meters at Jn and Cs shall remain and be given to Stanford to operate as sub-meters until new leases are negotiated for these spaces. At that time the sub-meters shall be removed and returned to the CityOf Palo Alto. A master meter shall be installed adjacent to Dw, near the Perimeter Water Main. Thfs master shall pick up existing meters at Dn (two locations noted) and Ds. Existing meters in Dw to remain as is. The water meter servicing Bravo Fono (Db) shall be relocated to be adjacent to Dw. A Reduced Pressure Principle Assembly-RPPA shall be installed by Stanford for each new master meter. Existing meters at Dn and Ds (now sub-meters) shall remain and be given to Stanford to operate as sub-meters until new leases are negotiated for these spaces. At that time the sub-meters shall be removed and returned to the City Of Palo Alto. Page 3 of 6 000607 syn 0090618 ATTACHMENT B Water Distribution Stanford. Shopping Center E F H &Me The City shall extend and connect the two existing portions of the Perimeter Water Main located in the Center parking lot adjacent to Buildings M and E. The City shall install four new water services and meters off the Perimeter Water Main north of Building E. These meters will supply water service to Babbo’s, Max’s and Oakville grocery; one of the meters shall be a master meter for the remaining Building E tenants. Stanford shall connect the House Water Lines to the four new meter locations and install a Reduced Pressure Principle Assembly-RPPA for each meter. The City shall abandon the main that runs under Building E, including dutting and capping the water main that runs between Buildings K and F. Building F’s water meters shall be master metered, except McDonald’s. The City shall install a new Water Service Line and House Line to the entrance of Building F’s vault room and a meter & meter box for McDonald’s. Stanford shall connect the new McDonald’s Water House Line at the entrance of Building F’s Vault .Room to McDonald’s plumbing. The two new water meters shall be located on Quarry Walk adjacent to Buildings K and L. Stanford shall install two Reduced Pressure Principle Assemblies-RPPAs. City shall install a new master meter located across the ring roadin a landscape island near the northeasterly corner of Building M. This master meter will supply water service to Building H and meter room Me. Existing meters at H and Me (now sub-meters) shall remain and be given to Stanford to operate as sub-meters until new leases are negotiated for these spaces. At that time the sub-meters shall be removed and returned to the City Of Palo Alto. Stanford shall connect the House Water Lines to the new meter location and install a Reduced Pressure Principle Assembly-RPPA for the meter~ 000607 syn 0090618 Page 4 of 6 ATTACHMENT B Water Distribution StanfordShopping Center J K L Me Mw (See above description for "C & J".) Stanford shall install a Reduced Pressure Principle Assembly-RPPA. The City shall maintain and install Service Lines as required to keep Building K on an independent meter. The City shall replace Building L’s water meters with one meter for Una Mas and a second master meter for the remaining tenants, located in the existing gas meter room. Stanford shall modify Water House Lines, install a Reduced Pressure Principle Assembly-RPPA, and extend the Water House Lines to the outlet side of the new master meter. (See above description for "H & Me".) The existing system will not be modified. 000607 syn 0090618 Page 5 of 6 ATTACHMENT B Water Distribution Stanford Shopping Center N The City shall install a new Water Service Line, meter vault and master meter for Building N, and connect the existing Water House Line to the new master meter. Stanford shall install a Reduced Pressure Principle Assembly-RPPA. The existing meters located to the rear of Bldg. N and adjacent to the existing alley between Buildings N and K shall remain and be given to Stanford to operate as sub-meters until new leases are negotiated for these spaces. At that time the sub-meters shall be removed and returned to the City Of Palo Alto. O The existing system will not be modified. Fire Service The existing system will not be modified. Detector Checks 000607 syn 0090618 Page 6 of 6 ATTACHMENT C NATURAL GAS DISTRIBUTION SYSTEM STANFORD SHOPPING CENTER~ Definitions: Gas House Line: Perimeter Gas Main: Gas Service Line: General: The portion of the natural gas piping downstream of the outlet of the City gas meter including all valves, regulators and other appurtenances. The portion of the natural gas system designated as "Perimeter Gas Main" on Exhibit C~ including those lines connecting the main in the Perimeter Ring Road to gas mains located in Sand Hill Road, Quarry Road,.Arboretum Road, E1 Camino Real, or any other Public Right of Way surrounding the Center. The portion of natural gas piping, between the Perimeter Gas Main and the outlet of the gas meter supplying a Gas House Line. The Gas Service Line includes all valves, regulators and all other appurtenances up to and including the gas meter. The Perimeter Gas Main and Gas Service lines are owned by the City and shall be operated and maintained by the City in accordance with applicable sections of the U.S. Department of Transportation Pipeline Safety Regulations, C.F.R 49, Parts 190-199, and the City’s Utilities Rules and Regulations, as amended from time to time. Stanford owns and operates all Gas House Lines including piping, valves, regulators and other appurtenances necessary to convey natural gas to utilization equipment. Gas House Lines shall be operated and maintained in accordance with the latest adopted version of the Uniform Plumbing Code. 000607 syn 0090619 Page 1 of 7 ATTACHMENT C NATURAL GAS DISTRIBUTION SYSTEM °STANFORD SHOPPING CENTER The City and Stanford shall modify the natural gas distribution system serving the Shopping Center in accordance with the following table by January 31, 2000. All references in. the following Table are based on City Drawing, Exhibit C, G420. Comments in the following Table regarding maintenance are for informational purposes only. If there is an inconsistency between the Table and the rest of the Agreement, the rest of the ~Agreement controls. All the work described for Buildings B, C, D and J is associated with the construction of Building V, and Stanford shall pay for it, except where it is explicitly stated that work will be done at City expense. TABLE 1: A@reed Natural Gas System Modifications at the Center Building/Meter Group Designation Activity A The existing system will not be modified. B C/ Cs, CN Stanford shall relocate the Macy’s Men’s Store meter to a new location, acceptable .to City. Stanford shall install a new Gas Service Line and meter at this new location. Stanford shall provide the Gas House Line from the termination of the Gas Service Line to utilization.equipment including meter vault. City shall install a new Gas Service Line and meter at a mutually agreeable exterior location adjacent to the existing meter room designated as Dw. City shall provide natural gas at an elevated pressure not to exceed 5.0 PSIG to the Gas House Line providing service to Building C. Stanford shall provide a Gas House Line from the termination of the Gas Service Line for Building C to utilization equipment in Building C, including meter vault. The City shall place one Page 2 of 7 000607 syn 0090619 ATTACHMENT C NATURAL GAS DISTRIBUTION SYSTEM STANFORD SHOPPING CENTER meter to replace all existing meters serving Building C. Stanford shall submit a load sheet for City to size new meter and specify meter layout. Stanford shall pay all costs of this work, including metering equipment. D/ D~, Ds, Dw, Bravo Fono Cs:City shall remove existing meters. Stanford shall specify, install, own, and operate a new regulator downstream of the 5.0 PSIG regulator and upstream of the existing meter header. C~:City shall abandon existing regulator vault. Stanford may use the regulator vault, but it shall not use any of the existing underground piping or regulation.equipment left in vault by City. DN r Ds :City shall install a meter at an agreeable exterior location adjacent to the existing meter room designated as Dw. City shall provide natural gas at an elevated pressure not to exceed 5.0 PSIG to the Gas House Line providing service to meter rooms D~ and Ds. Stanford shall provide the Gas House Line from the termination of the Gas Service Line to existing mete~ headers in meter rooms DN and Ds. Stanford shall specify, install, own, and operate new exterior regulators downstream of the 5.0 PSIG regulator and upstream of the existing meter headers. The City shall install one meter to replace all existing meters associated with D~ and Ds. Stanford shall submit-a load sheet for City to size new meter, specify meter layout. Stanford shall bear all costs of this work including metering equipment. Dw:The existing system will not be modified. Bravo Fono: City shall install a meter at an agreeable exterior location adjacent to the existing meter room designated as Dw. City shall provide natural gas at an elevated pressure 000607 syn 0090619 Page 3 of 7 ATTACHMENT C NATURAL GAS DISTRIBUTION SYSTEM STANFORD SHOPPING CENTER E F/ F; Mc Donald’s, La Baguette not to exceed 5.0 PSIG to the Gas House Line providing service to Bravo Fono at Stanford’s expense. Stanford shall provide a Gas House Line from the termination of the Gas Service Line to Bravo Fono. City shall abandon the existing meter/regulator vault. Stanford shall specify, install, own, and operate a new regulator downstream of the 5.0 PSIG regulator and before the Gas. House Line enters the building wall. Stanford may use the regulator vault, but it shall not use any of the existing underground piping or regulation equipment left in vault by City. Stanford shall submit a load sheet for City to size new meter and specify meter layout. Stanford shall bear all costs of this work including metering equipment. General: The City may use the Gas.Service Line serving Building C in the same vault installed by Stanford. All meters serving customers in Building E shall be removed by the City. City shall provide a new Gas Service Line and four exterior meters adjacent to the Perimeter Gas Main fronting Building E - one each for Max’s, Oakville Grocery, Babbo"s Pizzeria, and one meter to serve the remaining tenants in Buildings E and H. Stanford shall provide Gas House Lines from the termination of the Gas Service Line to existing meter headers within Building E. Stanford shall submit load sheet for City to size new meter(s) and specify meter layout. City shall place three meters at the Perimeter Gas Main adjacent to the corridor between Buildings L and K for La Baguette, McDonald’s, and the remaining services in Building F, F: The main installed in 1998 by the City is conveyed to Stanford by this Agreement to be converted to the Gas House Line to the existing Building F meter header. All meters 000607 syn 0090619 Page 4 of 7 ATTACHMENT C NATURAL GAS DISTRIBUTION SYSTEM STANFORD SHOPPING CENTER serving customers in Building F shall be removed by the City. Stanford shall specify, install, own, and operate at its own expense a new regulator downstream of the 5.0 PSIG regulator and upstream of the existing meter header. The regulator may be placed in the abandoned regulator vault. City shall provide a new Gas Service Line including the associated meter at the Perimeter Gas Main adjacent to the corridor between Buildings K and L. Stanford shall submit a load sheet for City to size new meter and specify meter layout. McDonald’s: City shall provide a new Service Line including a meter from the Perimeter Gas Main to a location adjacent to the corridor between Buildings K and L. City shall~ in accordance with the Uniform Plumbing Code, install a new Gas House Line from the new meter location to the existing meter location up to the Gas House Line regulator to be installed by Stanford. This Gas House Line shall be the property of Stanford. Stanford shall specify, install, own, and operate at its own expense a regulator between the new Gas House Line installed by City and the existing piping downstream of the current meter location. Stanford shall submit a load sheet for City to size the new meter and specify meter layout. La Baguette: City shall provide a new Service Line including a meter from the Perimeter Gas Main to a location adjacent to the-corridor between Buildings K and L. City shall install a new Gas House Line from the Perimeter Gas Main to. the "tee" serving Building F in accordance with the Uniform Plumbing Code. The remaining line installed in 1998 shall be connected to this new Gas House Line to provide service to La Baguette. This Gas House Line shall be the property of Stanford. Stanford shall specify, install, own, .and operate at its own expense a 000607 syn 0090619 Page 5 of 7 ATTACHMENT C NATURAL GAS DISTRIBUTION SYSTEM STANFORD SHOPPING CENTER G/ GN ,Gs H J K L M/ ME, Mw regulator in the existing meter vault to La Baguette. Stanford shall submit a load sheet for City to size the new meter and specify meter layout. The meter to Sweet Things will be removed by City and this Gas House Line abandoned. GN:The existing system will not be modified. Gs: The City shall replace the Gas Service Line to the meter serving Gs. All meters serving customers in Building H shall be removed by the City. The City shall provide a new Gas Service Line and exterior meter(s) adjacent to the Perimeter Gas Main fronting Building E. Stanford shall install a new Gas House Line(s) to serve existing customers in Building H. Stanford shall submit load sheets for City to size the new meter(s) and specify meter layout. LaBelle Day spa meter and Hillary Thatz meter will be relocated by Stanford to the vault serving Building B. City shall install at Stanford’s expense a new Gas Service Line and meters at this new location. All other meters serving Building J shall be removed by the City at its expense. Stanford shall provide at its expense a House Line from the termination of the new Gas Service Line to the existing utilization equipment associated with the La Belle Day Spa and Hillary Thatz. The existing system will not be modified. City shall extend the Perimeter Gas Main in front of Building L and provide a new Gas Service Line and regulator, including curb vault, to existing meter header. Existing meters and meter header shall remain in place with a new regulator placed in the curb vault. ME :All meters serving customers from meter room ME shall be removed by the City. Cityshall provide a new Gas Service Line and interior meter(s) in existing meter room Mw to serve ME. Stanford shall install new House 000607 syn 0090619 Page 6 of 7 N ATTACHMENT C NATURAL GASDISTRIBUTION SYSTEM STANFORD SHOPPING CENTER Line(s) to serve existing customers previously served from meter room ME in accordance with the Uniform Plumbing Code. Stanford shall submit load sheet for City to size the new meter(s) and specify meter layout. The new meter servicing ME will be located in meter room M w. Mw: The existing system will not be modified. All meters serving customers in Building N shall be removed by the City. City shall provide a new Gas Service Line and meter adjacent to the Perimeter Gas Main fronting Building N. City shall install new Gas House Line from the new meter location to the existing Gas House Line. Stanford shall specify, install, own, and operate an above-ground regulator between the new House Line installed by City and the existing meter header. Stanford shall submit a load sheet for City to size the new meter and specify meter layout. O The existing system will not be modified. 000607 syn 0090619 Page 7 of 7 ATTACHMENT D WASTEWATER COLLECTION SYSTEM STANFORD SHOPPING CENTER Definitions: Service Lateral: Onsite Main: Wastewater Main: The portion of the wastewater collection system from the building to the point where the line connects to either the Onsite Main or the Wastewater Main. Any sanitary sewer not shown on Exhibit D as an Onsite Main or Wastewater Main is a Service Lateral. The portion of the wastewater collection system owned, operated, maintained, repaired, and replaced by Stanford as shown on EXHIBIT "D". That portion of the wastewater collection system which is owned, operated, repaired, and maintained by the City as shown on EXHIBIT "n". General: Stanford owns and operates all Onsite. Mains and Service Laterals including piping, cleanouts, and other appurtenances necessary to convey sewage to Wastewater. Mains. Onsite Mains shall be operated, maintained, repaired and replaced by Stanford in accordance with the latest adopted version of the City WGW Utilities Standards. The following Table defines the limits of ownership, maintenance, and operation responsibility for the City and Stanford. All references in the following Table are based on City Drawing, Exhibit D. 000607 syn 0090620 Page 1 of 2 ATTACHMENT D WASTEWATER COLLECTION SYSTEM STANFORD SHOPPING CENTER Identification Numbers. 24-3-5 to 16-4-14 16-4-14 to 16-6-10 16-6-1 to 16-6-4 16-4-5 to 24-3-5 16-4-4 to 16-6-1 16-4-1 to 16-4-3 16-4-2 to 16-4-13 16-6-2 to 16-3-1 Category Wastewater Mains. Onsite Mains. Preliminary review of the videotape condition logs, from Brian Kangas Foulk, reveals that certain sections of the Onsite mains appear to be in poor condition. These sections of the Onsite mains shall be identified by Stanford for rehabilitation pending review of the videotapes of the sanitary sewers from Brian Kangas Foulk. The City and Stanford agree to share cost of these repairs by Stanford and the City each paying for 50% of the total project costs as provided in Section 8 of the Agregment, exclusive of costs of restoration of any non-standard surface improvement. Stanford will provide project~ specifications and project inspection. Stanford shall contract for the work, provide construction’ management and coordinate the construction work with the Center tenants. The work shall be completed by January~31, 2001. 000607 syn 0090620 Page 2 of 2 ATTACHMENT E ELECTRIC DISTRIBUTION SYSTEM STANFORD SHOPPING CENTER Definitions: Primary Electric System: Electrical Substructure: Communications System: Secondary Electric System: Electric Metering System: General: All cables, switches, transformers, or other electrical equipment energized at a voltage greater than or equal to i000 Volts and all electrical substructure containing such equipment. All conduits, vaults, and enclosures used or intended to be used to provide electrical or communications service. All cables and equipment used by City to provide communications service, including all substructure containing such equipment. All cables, switches, transformers, or other electrical.equipment energized at a voltage less than I000 Volts and all substructure containing such equipment. All current and voltage transformers and metering devices used by the City to measure the usage of electricity. ¯The. City owns and operates the Primary Electric System, Communications System, and Metering System,. except where otherwise noted. ¯ .Stanford owns and operates all other including the Secondary Electric System.. electric systems, ¯City and Stanford have previously entered into a special facilities agreement dated July 13, 1999 with regard to certain existing City Electrical Facilities located under buildings. This Agreement does not amend the terms of that agreements. 06107100 syn 0090636 Page.l of 2 ATTACHMENT E ELECTRIC DISTRIBUTION SYSTEM STANFORD SHOPPING CENTER~ All modifications to the electrical systems at the Center will be made on the following terms: ¯In locations where transformers are in building attics, Stanford shall extend existing Secondary Systems to new transformer locations near the Perimeter Ring Road or to another location acceptable to the City when the primary voltage system is converted from 4kV to 12 kV. The City shall install the new 12 kV Primary Electrical System in ducts provided by Stanford. Costs shall be allocated between Stanford and City pursuant to the .Utilities Rules and Regulations. ¯Stanford shall be responsible for the work and cost of removing existing City-owned transformers from the attics of Buildings C and D and delivering the transformers to the City at a mutually agreed.upon location at the Center. The City shall remove the transformers from the Center. Alternatively, the parties may enter into an amendment to this Attachment whereby the City abandons the transformers and equipment in place. ¯The City shall remove permanently de-energized cables and equipment from the site if they can be removed. Cables and equipment that cannot be removed will become the property of Stanford when abandoned by City.City shall give .Stanford written notice of the abandonment. ¯Vaults K and N are located in areas which are inaccessible to City equipment. !f the City determines that equipment in these vaults or other areas without reasonable access need to be removed for service or replacement, Stanford shall provide or causeto be provided services and labor to operate a crane to lift and transport the electric facilities to and from a staging location at the Center or onto a truck-trailer for removal by City. The operator .shall provide insurance and indemnity agreement satisfactory to City. ¯These modifications shall be completed by January 31, 2002. Page 2 of 2 0~0~00 s~ 0090636 ATTACHMENT F STORM DRAIN SYSTEM STANFORD SHOPPING CENTER Definitions: Service Latera!:- Onsite Storm Drain: City Storm Drains: General: The portion of the storm drain system from the building roof drains, walkway or malls to the point where the lateral connects to the City Storm Drains or the Onsite Storm Drain. The Service Laterals are not Shown on EXHIBIT "F". The portion of the storm drain system at the Center which is owned, ope£ated, maintained, repaired, and repl~ced by Stanford in accordance with the latest adopted version of the City Standard Drawings and Specifications. The Onsite Storm Drain is not shown on Exhibit "F." That portion of the storm drain system shown on EXHIBIT "F". Any future development at the Center which impacts PUEs for City Storm Drains shall be reviewed-and approved by the City’s Public Works Department for compliance with City storm drain system standards. City Storm drains are owned, operated, repaired and maintained by the City. Service Laterals and Onsite Storm Drains, including piping, Cleanouts, and other appurtenances necessary to convey storm water to City Storm Drains, are owned, operated and maintained by Stanford. All liability for Service Laterals and Onsite Storm Drains shall be the sole responsibility of Stanford and the City shall be held harmless for any incident due to blockages in these Service Laterals or Onsite Storm Drains. 000607 ~yn 0090637 Page 1 of 1 I "%i i| 0 Ii ii il ,I il II | I !I "% D ! i i ii Ii I