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Home My WebLink About0316.091---i -- -~----~ , 2 It! 4.::53 • ~"" , , • 0 '\:.--. ,,/"' June 6, 1991 HONORABLE CITY COUNCIL Palo Alto, California 6 Amendment to AureenJent betw~erl Stanford Univers.t~_Y ... __ ~rtd City of" Palo Alto re Sand Hill Road Members of th~ council: You will recall that you directed staff to work ~ith stanford to include a provision in the Sand Hill Road agreement protecting the city in the event of a la",r,lsuit. The attached amendment to the agreement is the result of extensive discussions between this office and Stanford staff and our respective attorneys. While the proposed amendment does not call for Stanford to indemnify the City against litiqation expenses, it does provide substantial protection to the City, in that it allows the city to determine how to handle any leqal matters which may arise without any obligation to reimburse Stanford for project costs. The city Attorney and I ~ill be prepared to speak to the legal and administrative aspects of this matter should you have questions~ Respectfully submitted, U~ __ WILLI},,; ZANER city M\naqer ) CMR, 316, 91 Attach.'nent -'-L ;:s - • Al<E1rDUln 110. :I. !'O SAND BILL coR.R.IOOa STUDY .l.aREE.HENT 'IRIS AMENDMENT, is entered into on , 1991, by and between the CITY OF PALO ALTO, a municipal corporation of the State of California,. referred to herein as ·CITY-., a!ld ST}'..NPORD UNIVERSITY, referred to herein as ·STANFORD~. UCITlt,LS (Al On February 20, 1990, CITY and STANFORD entered into an agreement entitled ·Sand Hill Corridor study Agreement-, referred to hel;ein as -the 1t.greement-. (Bl CITY and STANFORD desire to amend the Agreement so as to clarify the provision regarding reimbursement of costs. NOW, THEREFORE, the parties hereto do hereby agree as follows: The Agreement is hereby amended by amending Paragraph (4) thereot to read as follows: W(4} CIT"i agrees to reimburse STANFORD for one half of all funds advancOE!d by STANFORD to the CITY for the Sand Hill corridor Procedural Framework, traffic studies, preparation of an EIR, or alternative conceptual roadway designs if thE CITY tenninates the PROJECT prior to the filing of a Notice of Determination (,-NOD'") on the PROJECT. The CITY shall not be obligated to reimburse STANFORD if the CONSTRUCTION is net a~equately funded. If STANFORD terminates its involveIllent in the PROJECT prior to such termination of the PROJEcr by the CITY, STANFORD shall be obligated to make the advances, as otherwise set forth he~ein, for the costs of the PROJECT committed prior to such termination by STANFORD, and STANFORD shall not be entitled to the reimbursement by the CITY as described in the fi~st sentence of this paraqraph~ Similarly~ neither the commencement nor the 1 ,-• o o prosecution ~y a third party of litigaticn ~egardin9 the PROJECT shall tri9qe~ the r~imbursement obligation of the CITY unde~ this AGRE!!MEN'T~I!' Ai'TES'!': City Clerk APPROVED AS TO FORK: Senior Asst. City Attorney APPROVED: Assi$tant City Manaqer oirector of Finance Director of Planning and Community Environment 2 CITY OF PALO ALTO: ~:~~--------------Mayor STANFORD UNIVERSITY , I ' BY"-?-~r--:----- Vi~e President for Administrative Resources • \ • >'"1:".(~ . .... ~ - JCd .. Docu~e.nt No. SA...~D HILL CORRIDOR STUDY AGREEMENT 'rrlIS AGREEMENT I ENTERED INTO ON ~L~,L(41tt~, IZ9bl is bet.'ee:'"J the CITY of PALO ALTO, a municipal corporation of the state of California, referred to herein as ·CITY·, and Stanford Universi ty, refe.rred to herein as "STANFORD" .. RECI'TALS (A) CITY AND STANFORD desire to havE: imprmre::uents (th.e ; -Improvements·) mace in the Sand Hill Road Corridor to facilitate improved traffic circulation in the area. (B) CITY is prepared to authorize the prepar=.tiol'l o! a!1 Er:virc::'l.mental Dccument ur.der CEQA guideliI',es to evaluate tr.e potential environmental impacts of the poter.tial impro~eme~t alternatives in the Sand Hill Corridor. Preparatio~ of the Environmental Document along ~ith the traffic 5t~dy and conceptu.al design that ~.ay be required is referred t.erein as the ·STUOY". The ccnstrl..lction of tr.e preferred alternati .... e cf the Improvements shall hereinafter be referred to as the "CONSTRUCTION". For purposes of this Jo,gree::nent, the STUDY together .... ith the CONSTRUC'I'ION shall be re.ferred to as tr.e 1 c·! 5 • I , ;.: .. > ~ • I I .;. r i • , .... ;_.; ----~. o o The ·Sand Hill Corridor Procedural Frame~ork" is the process ~hich considered the above-noted conceptual alterr.3tives and work tasks for the EIR preparation and which the CITY previously euthorized and STANFORD funded. (e) CITY and STANFORD together with the City of Menlo Park have formed a three party Sand Hill Corridcr Joint Policy Co~ittee (·JPC~J. The purpose of the J?C is to oversee the STTJDY' and to propose alternative sclutions te·r consideration by tile two cities and STANFORD. to: {OJ The JPC, during the course of this STUDY ",ill continue o Act as a liaison a~ong the CITY, STANFORD 2nd the City of He>_nlo Farx; o ·Provid~ a forum for public views; and o Review STUDY desi,;01s a.)d monitor ·.mrk performed. {E} The CITY AND STANFORD ir;tene to pursue alternative sources for funding the STCDY and for the CONSTRUCTION. JI.lternative .funding sources to be considered shall include, but not be limited to, assessmer.t district fina~cing~ (F) It is understood that ST~~FORD'S resources are limited (STJL~FORD has authorized the expenditure of no ~cre than $4 Million for the PROJECT), and that nothing herein requires funding of the CONSTEU~TION by the CITY. 2 of 5 q • > .. 1 " .. - • NOW THE..l:tEFCRE, IT IS MUTUAllY AG?.EED AS FOLLOWS: (l) CITY agrees to ~ct as the l~ad agency for the preparation ot the CEQA Environl!!ental Doc"J.:nent for the Improve~ents. In this capacity, the CITY will be responsible .for: (a) Selection anQ contracting with, and administration ot, all consultant services procured to assist in the preparation of the STUDY. This shall be accomplished throygh consultation ~ith the JPC and the participation ot STANFORD. (b) Providing s"taif resources required to review and administer the STUDY. ee} Final selection of alternatives to be st~died. ~lhis shall be acccmplished throug~ cO:lsl.llta-:.ion with the J?C. (d) Deterlrlining the type and scope of enviror.mental docu~ent required for the STUDY. This shall be accomplished in consultation with the J?~. ee) Conducting of all public hearings, including arranging all meeting5 and publishing of P!..:blic Notices; :3 c! 5 , , • f i , I • ., ----------__ ~ _________________________ _W will: o o (t) Preparing the Notice of Freparation and the Notice (q) of Completion of a Draf~ EIR4 preparation by cons:ulta:lt and approval by CITY of conceptual roadway geometries and design features for all proposed improvements to be used to scope the EIR. (2J STANFORD, as a contributor to the cost of the STUDY Cal subject to the cor.ditions describ.ed t~erein, advance to the CITY 5uftici€nt tunes to pay tor the costs of the STUDY through the completion and certification of the E~viror~ental Doc~ment. Such advances shall be paid in phases. (e) Review all STUDY deliverables ~!"'.d provide inpu't to the CITY, as the lead age~cy. (3) CITY shall supply STANFORD with copies of all invoices paid from funds advanced by STANFORD. Any ~unds acvanced by STANFORD during tha STuDY an~ net ~sed in th~ STUDY shall be refunded to ST&~FORD after final accounti~g of STUDY costs. , of 5 \ • • ------- • _____ ...;.-_lIIIII!I!wr.:- o (4) CITY agrees to reimburse STANFO:RD fo:: one half ot all funds advanced by STAl:FORD to the CITY for the SanQ Hill Corridor Procedural Framework, traffic studies, preparation of an EIR, or alternative conceptu~l roadway designs it the CITL termina~es the PROJECT prior to the issuance of authorization to start CONSTRUCTION by the CITyrs Public Works Director. If STk~FORD terminates its involvement in the PROJECT prior to such termination ot the PROJECT by the CITY, STANFORD shall be ooliged to make the advances, as otherwise set forth heLein, for the costs of the. PROJECT commi ttad prior to suc~ te.rmi:r.aticn by STANFORD, and STANFORD shall not be entitled to the reimbursement by the CITY as described in the first sentnce o~ this paragraph. STANFORD UNIVERSITY CITY OF PALO ALTO .- By~" --, . -~J:' <--/1 __ -""'-'"'-... ,: r • _---Ey: --Vice President for -------~ Title: Admi.nistrative Resources Mayor _ APFROVED N 1~ _'\ liJAtttnt City Attorney " t l I, \ D Director of Planning and cOmJn'J.nity Environment 5 of 5 I If .... r~~· I , -... r [ ! i