Agenda packet — Los Altos Hills City Council, December 9, 2025 (part 6 of 7)

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO

EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE

AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY

AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

BY PLACING ITS INITIALS BELOW, BUYER SPECIFICALLY ACKNOWLEDGES AND CONFIRMS

THE VALIDITY OF THE RELEASES MADE ABOVE AND THE FACT THAT BUYER WAS

REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THE ABOVE RELEASES.

BUYER’S INITIALS: ________________

4. CONDITIONS PRECEDENT.

4.1 Buyer's Conditions Precedent. Buyer's obligation to purchase the Property from Seller is conditioned upon the following:

4.1.1 Buyer's approval of Due Diligence in accordance with the Section “Due Diligence.”

4.1.2 Seller’s and Buyer’s approval of the Property Description and Ownership Interest prior to expiration of the Due Diligence Period.

4.1.3 Buyer’s approval of the Approved Conditions of Title during the Due Diligence Period.

4.1.4 Seller shall have delivered to Title Company by the Closing Date all required documentation for this sale required by the Title Company to issue the Title Policy subject only to the Approved Conditions of Title and without any Monetary Encumbrances or New Exceptions.

4.1.5 Buyer’s approval of the M&O Agreement.

4.1.6 The City Council of City of Mountain View shall have approved the Amendment to the Agreement for Affordable Rental Housing Units at a duly noticed meeting and delivered to Escrow Agent a recordable form of the Amendment to the Agreement for Affordable Rental Housing Units in accordance with this Agreement.

4.2 Seller's Conditions Precedent. The following are conditions precedent to Seller's obligation to sell the Property to Buyer ("Seller's Conditions Precedent"):

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4.2.1 Seller’s and Buyer’s approval of the Property Description and Ownership Interest prior to expiration of the Due Diligence Period.

4.2.2 Buyer shall have performed all of its obligations hereunder and all of Buyer's representations and warranties shall be true and correct.

4.2.3 Seller’s approval of the M&O Agreement.

4.3 Failure of Seller's and Buyer’s Conditions Precedent. Each of Seller's and Buyer’s Conditions Precedent set forth above is intended solely for the benefit of Seller or Buyer, as applicable. If either of Seller's Conditions Precedent or Buyer’s Conditions Precedent is not satisfied as provided above, Seller or Buyer, as applicable, may at its option, terminate this Agreement. Upon such termination, Escrow Agent shall refund the Deposit to Buyer and neither Party shall have any further rights or liabilities hereunder except as expressly provided herein.

5. SELLER’S WARRANTIES

5.1.1 Limited Warranties. Buyer hereby affirms and acknowledges that neither Seller nor any of its officers, agents, managers, members, employees, advisors and/or attorneys (collectively the “Seller Exculpated Parties”) have made nor has Buyer relied upon any representation, warranty or promise whether oral or written, express or implied, by operation of law or otherwise, with respect to the Property or any other subject matter of this Agreement except as otherwise expressly set forth in this Agreement. Without limitation, Buyer acknowledges that, except as specifically set forth to the contrary in this Agreement, no warranties or representations, expressed or implied, of any kind whatsoever have been made by any of Seller Exculpated Parties, or will be relied upon, and Buyer hereby releases Seller Exculpated Parties from any claims with respect to the suitability of use of the Property for Buyer’s purposes, general plan designation, zoning, value, use, tax status or physical condition of the Property, or any part thereof, or matters affecting or concerning the Property, including, without limitation, the flood elevations, drainage patterns, soil and subsoil composition and compaction level, and other conditions at the Property, or with respect to the existence or non-existence of hazardous substances (as defined in the section “Hazardous Substances”) in, on, under or around the Property, or with respect to the accuracy of any title report or commitment, soils report or any other plans or reports relating to the Property or its use or development, or neighborhood or area uses or factors affecting or concerning use or development of the Property, or other matters otherwise in any way relating to the Property or the transactions ITEM 6A SUPPLEMENTAL 4

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5.2 Seller’s Representations and Warranties. Seller warrants and represents to Buyer with respect to the Property, the following representations and warranties:

5.2.1 No Pending Litigation. Seller does not have knowledge of litigation pending that pertains to the Property.

5.2.2 Existing Leases. Seller represents and warrants that Seller is not in default under the Existing Leases, if applicable, and, except as disclosed to Buyer by Seller in writing, to Seller’s knowledge the Tenants are not in default under the Existing Leases.

5.2.3 Condemnation. Seller is not aware of any threatened proceedings in eminent domain or otherwise, which would affect the Property or any portion thereof.

5.2.4 No Notices. Seller is not aware of any change contemplated in any applicable laws, ordinances or restrictions, or written notice of any judicial or administrative action, or written notice of any action by adjacent landowners, or written notice of natural or artificial conditions upon the Property that would prevent, impede, limit, or render more costly Buyer's contemplated use of the Property to the extent such contemplated use is actually known to it.

5.2.5 Seller Authority to Execute Agreement. Seller has the legal right, power, and authority to enter into this Agreement, to consummate the transactions contemplated hereby, and to convey the Property to Buyer.

5.2.6 Authority of Executing Officer. Each individual executing this Agreement on behalf of Seller is duly authorized to execute and deliver this Agreement on behalf of Seller.

5.2.7 Validity of Seller's Representations and Warranties at Close of Escrow.

The representations and warranties of Seller set forth in this Agreement shall be true on and as of the Close of Escrow as if those representations and warranties were made on and as of such time.

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5.3 Damage or Condemnation Prior to Closing. Seller shall promptly notify Buyer of any knowledge it obtains of casualty to the Property or any condemnation proceeding commenced prior to the Close of Escrow. If any such damage or proceeding relates to, or may result in, the loss of any material portion of the Property, Buyer may, at its option, elect either to:

5.3.1 Terminate this Agreement, and neither Buyer nor Seller shall have any further rights or obligations hereunder; or

5.3.2 Continue Agreement in effect, in which event upon the purchase of the Property affected by condemnation, Buyer shall be entitled to any compensation, awards, or other payments or relief resulting from such casualty or condemnation proceeding.

5.4 Conditions to Seller's Obligation to Sell Property. Seller's obligation to sell the Property under this Agreement is subject to the fulfillment, and Seller's approval on or prior to the Closing Date, of each of the following conditions, each of which is for the benefit of Seller and any or all of which may be waived by Seller in writing at its option: (i) Seller is able to deliver the Property to Buyer on the Closing Date; (ii) there shall be no breach of Buyer's representations and warranties set forth herein; (iii) Buyer shall have duly performed in all material respects each and every covenant of Buyer hereunder; and (iv) Buyer shall have delivered to Escrow Holder each of the following at least one (1) business day prior to the Close of Escrow:

5.4.1 Cash or other immediately available funds in the amount of the Purchase Price (including the Deposit) and sufficient to pay all of Buyer's other costs associated with the Close of Escrow as provided herein;

5.4.2 One (1) Preliminary Change of Ownership Report (the “PCOR”), for the Property;

5.4.3 A closing statement prepared by Escrow Holder and approved in writing by Buyer; and

5.4.4 Any other documents, instruments or records which are reasonably required by Escrow Holder to Close the escrow and consummate the purchase in accordance with the terms hereof.

5.5 Survival of Representations and Warranties. All representations and warranties of Seller contained herein shall survive the Close of Escrow or termination of this Agreement.

6. BUYER'S REPRESENTATIONS AND WARRANTIES
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6.1 Buyer hereby represents and warrants to Seller that as of the date of this Agreement and as of the Closing, this Agreement and all documents executed by Buyer which are to be delivered to Seller at the Closing are or at the time of Closing will be duly authorized, executed, and delivered by Buyer, and are or at the Closing will be legal, valid, and binding obligations of Buyer, and do not and at the time of Closing will not violate any provisions of any agreement or judicial order to which Buyer is a party or to which it is subject. Buyer further represents and warrants to Seller that Buyer is purchasing the Property in its existing condition and will, by the time called for herein, make or have waived all inspections of the Property Buyer believes are necessary to protect its own interest in, and its contemplated use of, the Property.

6.2 Buyer Authority to Execute Agreement. Buyer has the legal right, power, and authority to enter into this Agreement, to consummate the transactions contemplated hereby.

6.3 Authority of Executing Officer. Each individual executing this Agreement on behalf of Buyer is duly authorized to execute and deliver this Agreement on behalf of Buyer.

6.4 Conditions to Buyer’s Obligation to Purchase Property. Buyer’s obligation to purchase the Property under this Agreement is subject to the fulfillment, and Buyer’s approval on or prior to the Closing Date, of each of the following conditions, each of which is for the benefit of Buyer and any or all of which may be waived by Buyer in writing at its option: (i) Seller is able to deliver the Property to Buyer on the Closing Date; (ii) there shall be no breach of Seller’s representations and warranties set forth herein; (iii) Seller shall have duly performed in all material respects each and every covenant of Seller hereunder; and (iv) Seller or Buyer, as applicable, shall have delivered to Escrow Holder each of the following at least one (1) business day prior to the Close of Escrow:

6.4.1 Seller’s Grant Deed in recordable form;

6.4.2 One (1) PCOR, for the Property;

6.4.3 A closing statement prepared by Escrow Holder and approved in writing by Buyer;

6.4.4 Amendment to Agreement for Affordable Rental Housing Units in recordable form;

6.4.5 Fully executed Co-Tenancy Agreement;

6.4.6 M&O Agreement; and
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6.4.7 Any other documents, instruments or records which are reasonably required by Escrow Holder to Close the escrow and consummate the purchase in accordance with the terms hereof.

6.5 Survival of Representations and Warranties. All representations and warranties of Buyer contained herein shall survive the Close of Escrow or termination of this Agreement.

7. CLOSING

7.1 Selection of Closing Date. The Close of Escrow hereunder shall be held one (1) business day after satisfaction of Seller Conditions in Section 5.4 and Buyer Conditions to Close in Section 6.4 (“Closing Date”). If either Party requires additional time to perform any condition, obligation, warranty or representation required in this Agreement, either Party may extend the Close of Escrow one time for up to an additional 30 calendar days, subject to the approval of the other Party, which can only be withheld for reasonable and demonstrable cause.

7.2 Other Documents. As required, Seller shall prepare or obtain the following documents within five (5) Days after the date of Opening of Escrow:

7.2.1 Two originals of a Natural Hazard Disclosure Statement, for the Property;

7.2.2 One Seller's Affidavit of Non-Foreign Status (the “FIRPTA Affidavit”), for the Property;

7.2.3 One Real Estate Withholding Certificate (the “Form 593-C”), for the Property; and

7.2.4 All other documents as are reasonably necessary for issuance of the required Title Policy.

7.3 Costs and Expenses. Except as otherwise specified in this Agreement, Seller and Buyer shall pay the costs and expenses incurred pursuant to this Agreement as follows:

7.3.1 Seller shall pay Santa Clara County Transfer Taxes, if any, the Escrow Holder's fees and other customary charges for document drafting, recording, and miscellaneous charges, and the costs of a standard coverage CLTA Title Policy for the transfer from Seller to Buyer.

7.3.2 Buyer shall pay the cost of an ALTA Title Policy if requested by Buyer.

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7.3.3 Any costs incurred through the Escrow relating to the Property that are not specifically allocated to Seller or Buyer under this Agreement shall be apportioned in the manner customary in Santa Clara County.

7.4 Buyer's Fees and Costs. Buyer shall be responsible for paying its own fees and costs associated with the purchase, including but not limited to:

7.4.1 Any endorsements to the Title Policy requested by Buyer requested by Buyer and the incremental premium for extended coverage title insurance above the premium for standard coverage title insurance;

7.4.2 Buyer’s legal costs and consultants' fees associated with consummating the purchase.

7.5 Seller's Fees and Costs. Seller shall be responsible for paying the following Seller's fees and costs associated with the purchase, including, but not limited to its legal costs and consultants' fees associated with consummating the purchase, if any.

7.6 Failure to Close. If, by no fault of Seller or Buyer, escrow fails to close, Buyer and Seller shall equally pay the Escrow Holder's cancellation fees and charges. In the event escrow fails to close through the fault of Seller, Seller shall pay any and all cancellation costs incurred as well as other expenses in connection therewith and Buyer shall bear no expense with respect to the same. In the event escrow fails to close through the fault of Buyer, Buyer shall pay any and all cancellation costs incurred as well as other costs and expenses in connection therewith and Seller shall bear no expense with respect to the same.

7.7 Delivery of Property. Seller shall maintain the Property until the Close of Escrow as it would in the ordinary course and shall perform all repairs and maintenance to be performed from the Effective Date to the Closing Date in order to maintain the Property in the condition in which it is as of the Effective Date, except for reasonable wear and tear. On Close of Escrow, Seller shall deliver the Property to Buyer in substantially the same condition, except for reasonable wear and tear, as on the Effective Date.

8. MUTUAL INDEMNIFICATION Buyer and Seller shall indemnify the other Party and hold it harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including, without limitation, reasonable attorneys' fees, resulting from any breach of warranty or breach of covenant made, or in any document, certificate, or exhibit given or delivered to the other pursuant to or in connection with this Agreement. The indemnification provisions of this section “Mutual Indemnification” shall survive the delivery of the Grant Deed and transfer of title or, if title is not transferred pursuant to this Agreement, any termination of this Agreement.

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9. DEFAULT

9.1 DEFAULT CURE. In the event Seller or Buyer breaches an obligation of such Party under this Agreement (“Default”), such Party shall have three (3) business days after written notice from the other Party to cure that breach and if such breach is not cured then the breaching Party shall continue to be in Default under this Agreement and the remedies set forth below shall apply. The Closing Date shall extend until the expiration of that cure period if necessary to accommodate the entire cure period.

9.2 BUYER’S DEFAULT/LIQUIDATED DAMAGES.

IF BUYER DEFAULTS IN ITS OBLIGATION TO PURCHASE THE OWNERSHIP

INTEREST, SELLER WILL BE DAMAGED BUT IT IS EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE EXTENT OF SELLER’S ACTUAL DAMAGES

BECAUSE SUCH DAMAGES WOULD BE BASED ON OPINIONS OF VALUES WHICH COULD VARY SIGNIFICANTLY. AFTER NEGOTIATION, THE PARTIES HAVE

AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE

OF THIS AGREEMENT, THAT IN THE EVENT OF SUCH DEFAULT, SELLER SHALL

HAVE THE RIGHT TO TERMINATE THIS AGREEMENT BY DELIVERING WRITTEN NOTICE TO BUYER AND SHALL RECEIVE FROM ESCROW HOLDER, AS SELLER’S SOLE AND EXCLUSIVE REMEDY AND AS LIQUIDATED DAMAGES, THE “DEPOSIT”

WHICH THE PARTIES AGREE IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT OF BUYER’S DEFAULT AND THE

BALANCE OF THE PURCHASE PRICE SHALL BE RETURNED BY ESCROW HOLDER TO BUYER. BY PLACING THEIR RESPECTIVE INITIALS BELOW, EACH PARTY

SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE

AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO

EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. SELLER AGREES THAT

THESE LIQUIDATED DAMAGES SHALL BE IN LIEU OF ANY OTHER REMEDY AT

LAW OR IN EQUITY, INCLUDING WITHOUT LIMITATION ANY AND ALL RIGHTS

TO RECOVER ANY ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR

PUNITIVE DAMAGES OR ANY REMEDY OF SPECIFIC PERFORMANCE, TO WHICH SELLER OTHERWISE MIGHT BE ENTITLED UNDER THIS AGREEMENT. BUYER

AND SELLER SPECIFICALLY ACKNOWLEDGE THEIR AGREEMENT TO THE

FOREGOING LIQUIDATED DAMAGES PROVISION BY INITIALING THIS SECTION IN THE APPROPRIATE SPACES PROVIDED BELOW:

INITIALS: SELLER: _________ BUYER: __________
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9.3 SELLER’S DEFAULT. In the event Seller materially breaches its obligations under this Agreement, and fails to cure that breach as set forth below, then Buyer’s only remedy shall be to either (a) terminate the Agreement whereupon Escrow Holder shall immediately return the Deposit to Buyer, and Seller shall be responsible for reimbursing any Appraisal and Escrow fees and expenses of the Buyer up to a maximum of six thousand dollars ($6,000) and thereafter the Parties shall be equally responsible for any Appraisal and Escrow fees and expenses or (b) Buyer exclusively and fully at Buyer’s sole and absolute cost and expense may bring a suit for specific performance provided that any suit for specific performance must be brought within ninety (90) days of Seller’s default, to the extent permitted by law, Buyer waives the right to bring suit at any later date.

INITIALS: SELLER: _________ BUYER: __________

10. RIGHT TO ENTER PROPERTY. During the term of this Agreement, Buyer and its consultants and contractors may enter the Property to consider any matters and conduct any inspections, studies and investigations of the Property that Buyer deems necessary related to the acquisition and of the Property. Buyer’s indemnification obligations in this Agreement will be operative during those entries.

11. GENERAL PROVISIONS

11.1 Time of Essence. Time is of the essence of each provision of this Agreement in which time is an element.

11.2 Further Documents. Both Parties will, whenever and as often as it shall be reasonably requested by the other Party, execute, acknowledge and deliver or cause to be executed, acknowledged and delivered such further instruments and documents as may be reasonably necessary in order to complete the sale, conveyance and transfer provided for herein, including without limitation such escrow instructions as may be required by the Escrow Holder. Both Parties will do any and all other acts and will execute, acknowledge and deliver any and all documents as may be reasonably required in order to carry out the intent and purpose of this Agreement.

11.3 Real Estate Brokers Compensation. Seller and Buyer mutually agree that no real estate brokerage, Seller’s broker, Buyer’s broker, broker and/or agent (collectively “Real Estate Brokers”) were involved with the negotiations of this Agreement or participated in the sale of the Property.

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11.4 No Recordation. No document or other memorandum relating to the subject matter of this Agreement shall be recorded without the prior written consent and approval of Seller and Buyer; provided, however, Buyer may file a notice of pendency of action or other similar notice against the Property concurrent with, and after, the proper filing of a suit for specific performance.

11.5 Notice. Any notice required or permitted to be given under this Agreement shall be deemed to have been given, served and received if given in writing and personally delivered or sent by overnight delivery service, addressed as follows:

BUYER
Foothill-De Anza Community College
District
12345 El Monte Road
Los Altos Hills, CA 94022
Attn: Chancellor
SELLER
Mountain View Whisman School
District
1400 Montecito Avenue
Mountain View, CA 94043
Attn: Superintendent
With a copy to:

Stradling Yocca Carlson & Rauth LLP
44 Montgomery Street, Suite 4200
San Francisco, CA 94104
Attn: Sean Absher, Esq.

With a copy to:

Dannis Woliver Kelley
444 W. Ocean Blvd., Suite 1750
Long Beach, CA 90802
Attn: Clarissa Canady
Orbach Huff & Henderson
6200 Stoneridge Mall Road, Suite 225
Pleasanton, CA 94588
Attn: Philip J. Henderson, Esq.

Any notice personally given shall be effective upon receipt. Any notice sent by overnight delivery service shall be effective on the date of the overnight delivery service’s documented delivery.

11.6 Entire Agreement of Buyer and Seller. This Agreement and the attached exhibits constitute the entire Agreement between Buyer and Seller and supersede all prior discussions, negotiations and Agreements, whether oral or written. This Agreement may be amended or modified only by a written instrument executed by Buyer and Seller.

11.7 California Law. This Agreement shall be governed by and the rights, duties and obligations of Buyer and Seller shall be determined and enforced in accordance with the laws of the State of California, with the exception of definitions to be construed under the Federal laws cited in the section “Hazardous Substances.” ITEM 6A SUPPLEMENTAL 4

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11.8 Attorneys' Fees. If either Buyer or Seller files any action or brings any proceedings against the other arising out of this Agreement, or is made a party to any action or proceeding brought by the Title Company, then, as between Buyer and Seller, the prevailing party shall be entitled to recover, in addition to its costs of suit and damages, reasonable attorneys' fees to be fixed by the court.

The “Prevailing Party“ shall be the entity that is entitled to recover its costs of suit, whether or not suit proceeds to final judgment. No sum for attorneys' fees shall be deemed damages or counted in calculating the amount of a judgment for purposes of determining whether the prevailing party is entitled to its costs or attorneys' fees.

11.9 Waiver. No waiver of any provision of this Agreement shall be considered a waiver of any other provision or of any subsequent breach of the same or any other provision, including the time for performance of any such provision. The exercise by Buyer or Seller of any remedy provided in this Agreement or at law shall not prevent the exercise by that entity of any other remedy provided in this Agreement or at law or in equity.

11.10 Binding Agreement. This Agreement shall be binding upon and inure to the benefit of Buyer and Seller hereto and their respective heirs, legal representatives, successors, and assigns.

11.11 Assignment. Neither Buyer nor Seller may assign, transfer or convey its rights or obligations under this Agreement without the prior written consent of the other Party to this Agreement, and then only if assignee assumes in writing all of the prior Party's obligations hereunder; provided, however, neither Buyer nor Seller shall be released from its obligations hereunder by reason of such assignment.

11.12 Counterparts. This Agreement and all amendments and supplements to it may be executed in counterparts, and all counterparts together shall be construed as one (1) document. Delivery of executed originals of this Agreement and/or any instrument contemplated in connection with this transaction (except for instruments intended for recordation or which otherwise require original signature by law), may be effected by portable document format “pdf” scanned email attachments, or electronic signature (e.g., DocuSign or similar electronic signature technology), and in such event, copies of executed originals or electronic signatures so delivered may be used in place of and shall have the same force and effect as the executed originals.

11.13 Captions. The captions contained in this Agreement are for convenience only and shall not in any way affect the meaning or interpretation hereof nor serve as evidence of the interpretation hereof, or of the intention of Parties.

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11.14 Incorporation of Prior Agreements. This Agreement contains all of the agreements of Parties hereto with respect to the matters contained herein, and no prior agreement or understanding, written or verbal, pertaining to any such matter shall be effective for any purpose. No provision of this Agreement may be amended or added to except by an agreement in writing signed by Parties hereto or their respective successors in interest.

11.15 Disputes. A dispute which cannot be resolved by Parties' representatives shall be submitted to mediation pursuant to the auspices and real estate transaction rules of the American Arbitration Association. The mediator’s fees shall be divided equally between Parties. If a dispute is unresolved after mediation, any actions or proceedings arising under, growing out of, or in any way related to this Agreement shall be instituted and prosecuted only in courts located in the County in which the Property is located in the State of California, and each Party expressly waives its right, under part II, title IV of the California Code of Civil Procedure, to cause any such actions or proceedings to be instituted or prosecuted elsewhere.

11.16 Time. All periods of time referred to in this Agreement shall include all Saturdays, Sundays and state or national holidays, unless the period of time specifies business days, provided that if the date or last date to perform any act or give any notice with respect to this Agreement shall fall on a Saturday, Sunday or state or national holiday, such act or notice may be timely performed or given on the next succeeding day which is not a Saturday, Sunday or state or national holiday.

11.17 Severability. The unenforceability, invalidity, or illegality of any provision of this Agreement shall not render the other provisions hereof unenforceable, invalid or illegal.

11.18 Review of Form of Agreement. Submission of this instrument for examination or signature by Buyer or Seller does not constitute an agreement to purchase all, or any portion of, the Property, and it is not effective as an Agreement, or otherwise, until approval, execution and delivery by Buyer and Seller.

11.19 Survival of Warranties, Covenants, and Obligations. The warranties, covenants, and obligations of Buyer and Seller under the provisions of this Agreement to the extent the same have not been fully performed, and excepting those covenants and obligations which have been extinguished by the expiration of a specified period of time, shall survive the Close of the Escrow through which the purchase is consummated.

11.20 Incorporation of Recitals and Exhibits. The Recitals and each exhibit attached hereto are hereby incorporated herein by reference.

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11.21 Force Majeure. If either Party is unable, in whole or in part, to perform its obligations under this Agreement, by reason of the occurrence of fire, casualty, unavoidable accident, failure of usual source of supply, strike, labor conditions, lockouts, war, acts of God, the enactment of any Federal, State, or municipal law or ordinance, or the issuance of any executive or judicial order, whether Federal, State, or municipal, or of any other legally constituted authority, or any other cause not within the control of Party claiming relief notwithstanding the exercise of due diligence, Party shall give written notice to the other Party as soon as practicable after the occurrence. The obligations of that Party shall be suspended during the continuance of the cause stated in the notice, which Party shall remedy or remove expeditiously. In such case, the obligations, terms, and conditions of this Agreement shall be extended for the period necessary to compensate for any suspension of performance subject to the terms and conditions herein.

11.22 Approval by the Parties’ Board Required. NOTWITHSTANDING ANYTHING TO

THE CONTRARY CONTAINED IN THIS AGREEMENT, THE PARTIES ACKNOWLEDGE

AND AGREE THAT NO OFFICER OR EMPLOYEE OF EITHER PARTY HAS AUTHORITY

TO COMMIT EITHER PARTY TO THIS AGREEMENT UNLESS AND UNTIL EACH PARTIES’ BOARD SHALL HAVE DULY APPROVED THIS AGREEMENT AND AUTHORIZED THE TRANSACTIONS CONTEMPLATED HEREBY. THEREFORE,

ANY OBLIGATIONS OR LIABILITIES OF EITHER PARTY HEREUNDER ARE

CONTINGENT UPON THE DUE ENACTMENT OF SUCH A RESOLUTION, AND THIS AGREEMENT SHALL BE NULL AND VOID IF BOTH PARTIES’ BOARDS DO NOT APPROVE THIS AGREEMENT IN THEIR SOLE DISCRETION.
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BUYER
Dated: , 2025
Foothill-De Anza Community College District
Signature:

Name:

Title:

SELLER
Dated: , 2025
Mountain View Whisman School District
Signature:

Name:

Title:

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____________
Buyer’s Initials
____________
Seller’s Initials
______________________________________________________________________________ PSA – MVWSD & FHDACCD (699 N. Shoreline; APN 153-24-027) Page 22 4901-8247-7152v2/024031-0027
Exhibit A
Legal Description/Depiction of Property [APNS to be confirmed] The Land referred to herein below is situated in the City of Mountain View, County of Santa Clara, State of California, and is described as follows:

Parcel One:

Parcel 2 as shown on Parcel Map (2 Parcel Subdivision) filed for record December 6, 2022, in Book 950 of Maps, at Pages 3 through 10, Santa Clara County Records.

Parcel Two:

A non-exclusive easement for access, ingress and egress, parking, and utilities as more particularly described in that certain "Declaration of Covenants, Conditions and Restrictions and Establishment of Easements and Cost Sharing Obligations for 777 WEST MIDDLEFIELD" recorded December 6, 2022, as Instrument No. 25411919, of Official Records.

For conveyancing purposes only: APN 153-24-027
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First American Title Insurance Company
National Commercial Services

MAIL TAX STATEMENTS
AND WHEN RECORDED MAIL DOCUMENT TO:

FOOTHILL-DE ANZA COMMUNITY COLLEGE

DISTRICT
Attn: Christopher F. Dela Rosa, D. M.

Vice Chancellor, Business Services
12345 El Monte Road
Los Altos Hills, CA 94022
APN: 153-24-027 (Space above this line for Recorder’s use)

GRANT DEED
The Undersigned Grantor(s) Declare(s):

DOCUMENTARY TRANSFER TAX $ NONE CITY TRANSFER TAX $ NONE DOCUMENTARY TRANSFER TAX EXEMPT DUE TO REVENUE & TAXATION CODE 11922 CITY TRANSFER TAX EXEMPT DUE TO REVENUE & TAXATION CODE 11922 NO RECORDING FEE PURSUANT TO GOVERNMENT CODE 27383
[ X ] computed on the consideration or full value of property conveyed, OR [ ] computed on the consideration or full value less value of liens and/or encumbrances remaining at time of sale,
[ ] unincorporated area; [ X ] City of Mountain View, and FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, Mountain View Whisman School District, a public entity, (“Grantor”) does hereby GRANT, CONVEY, TRANSFER, and ASSIGN to Foothill-De Anza Community College District, a public entity (“Grantee”) an undivided thirty-five percent (35%) interest, as tenants in common, in all that certain real property in the City of Mountain View, County of Santa Clara, State of California, as legally described on Attachment 1 attached hereto and made a part hereof (the “Property”), together all and singular appurtenances to the Property and the Co-Tenancy Agreement between Grantor and Grantor dated as of September 1, 2025 for reference and record ___________2025 as Document No. ___________ of Official Records.

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GRANTOR:

Mountain View Whisman School District
Signature:

Name:

Title:

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____________
Buyer’s Initials
____________
Seller’s Initials
______________________________________________________________________________ PSA – MVWSD & FHDACCD (699 N. Shoreline; APN 153-24-027) Page 26 4901-8247-7152v2/024031-0027
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA }
COUNTY OF _____________ } S.S.

On __________________ before me, _________________________________, Notary Public, personally appeared_______________________________________________ who 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.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
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GRANT DEED
LEGAL DESCRIPTION [APNS to be confirmed]
The Land referred to herein below is situated in the City of Mountain View, County of Santa Clara, State of California, and is described as follows:

Parcel One:

Parcel 2 as shown on Parcel Map (2 Parcel Subdivision) filed for record December 6, 2022 in Book 950 of Maps, at Pages 3 through 10, Santa Clara County Records.

Parcel Two:

For conveyancing purposes only: APN 153-24-027
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CERTIFICATE OF ACCEPTANCE
This is to certify that, pursuant to section 27281 of the California Government Code, the interest in real property conveyed by the Grant Deed dated as of September ____, 2025 from MOUNTAIN VIEW WHISMAN SCHOOL DISTRICT, a public school district duly organized and existing under and by virtue of the Constitution and laws of the State of California, to FOOTHILLDE ANZA COMMUNITY COLLEGE DISTRICT, a community college district duly organized and existing under and by virtue of the Constitution and laws of the State of California, is hereby accepted by the undersigned officer on behalf of FOOTHILL-DE ANZA COMMUNITY COLLEGE DISTRICT pursuant to the authority conferred by Resolution No. ___ adopted by the Board of Trustees of FHDA on ______________, 2025 at a duly noticed meeting, and FOOTHILL-DE ANZA COMMUNITY COLLEGE DISTRICT consents to the recordation thereof by its duly authorized officer.

Dated: ________________, 2025. FOOTHILL-DE ANZA COMMUNITY COLLEGE DISTRICT By: _______________________________
Name: __________________
Its: __________________
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____________
Buyer’s Initials
____________
Seller’s Initials
______________________________________________________________________________ PSA – MVWSD & FHDACCD (699 N. Shoreline; APN 153-24-027) Page 29 4901-8247-7152v2/024031-0027
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA }
COUNTY OF _____________ } S.S.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
ITEM 6A SUPPLEMENTAL 4

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____________
Buyer’s Initials
____________
Seller’s Initials
______________________________________________________________________________ PSA – MVWSD & FHDACCD (699 N. Shoreline; APN 153-24-027) Page 30 4901-8247-7152v2/024031-0027
Exhibit C
Form of Amendment to Agreement for Affordable Rental Housing Units [To Be Attached Prior to Close of Escrow]
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____________
Buyer’s Initials
____________
Seller’s Initials
______________________________________________________________________________ PSA – MVWSD & FHDACCD (699 N. Shoreline; APN 153-24-027) Page 31 4901-8247-7152v2/024031-0027
Exhibit D
Form of Co-Tenancy Agreement
[To Be Attached Prior to Close of Escrow]
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Presentation to the Board of Trustees
September 8, 2025
FOOTHILL – DE ANZA COMMUNITY COLLEGE DISTRICT

MOUNTAIN VIEW WHISMAN SCHOOL DISTRICT
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Faculty/Staff Housing
• Diversity, Equity, Inclusion and Belonging
to support, Recruitment, Retention,
Community engagement, Wellness, and
Sustainability
• Financial viability
Faculty/Staff Housing
• Environmental sustainability
• Cost-effective housing
• Financial viability
https://sevensmv.com/gallery/ 2
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3 De Anza Faculty/Staff Ranking
(5 – most preferred)
Near the De Anza College campus 3.76
Near the Foothill College campus 3.04
On the De Anza College campus 2.96
Near the Sunnyvale Center 2.87
On the Foothill College campus 2.22
Foothill Faculty/Staff Ranking
(5 – most preferred)
Near the Foothill College campus 3.79
On the Foothill College campus 3.22
Near the De Anza College campus 3.06
On the De Anza College campus 2.53
Near the Sunnyvale Center 2.39
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• Planned for the employee housing site at Foothill College. • Los Altos Hills included 200 affordable housing units at Foothill College as part of their RHNA numbers but no funding commitment except for a guarantee that permits can be expedited. • Estimate cost for constructing 50 units is $ 1 million/unit not including site work, remediation, and demolition costs.
• Will take at least 3 years to construct (design, permitting, bidding, construction). • The rents will not be as affordable as it could be to ensure self-sustaining operations due to additional staffing required.

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Description Estimate
Construction $ 50,000,000
Land $ 0
Sitework and Remediation TBD
Contingency $ 10,000,000
Furniture, Fixture, and Equipment $ 3,000,000
Miscellaneous Costs $ 1,500,000
Grand Total $ 64,500,000++
• $1M/unit based on early 2024 estimates before the LA fires and the tariffs.
• Sitework and remediation required to address seismic and flood zones. • Will require CEQA environmental impact report and take at least 3 years to complete (design, permitting, bidding, construction). • Potential change orders.
• DSA project review is not required. Local jurisdiction applies including zoning and land use entitlements.

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Scholars Row at The Sevens
699 North Shoreline Blvd., Mountain View, CA 94043
Mission-driven and mission-aligned
partnership for workforce housing
operating on a co-tenancy partnership
with MVWSD owning 65% and
Foothill-De Anza owning 35% of
undesignated units benefited by the
amenities at the adjacent The Sevens
market rate housing project.

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Scholars Row at The Sevens
Purchase Price • Total purchase price (land and building) is $54.5 million for 35% of the total units or 50 units.
• Includes 50 parking spaces (1 per unit).
• Access to all amenities at The Sevens.
• Initial Deposit of $544,500 (refundable until approval of due diligence, applied to purchase price)
• Second Deposit of $544,500 (after approval of due diligence, applied to purchase price)
Operations • 501(c)(3) corporation to manage and operate the property. • Foothill-De Anza is entitled to 1 seat with approval rights for any significant operational/management changes.

Rental Rates • Below Market Rates
Eligible Renters • Gross Total Household Income is below the 150% of Area Median Income
• Employees of the Foothill-De Anza Community College District • Foothill-De Anza can have its own prioritization rubric ITEM 6A SUPPLEMENTAL 4

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FH Campus Scholars Row at
The Sevens
Construction $50,000,000 n/a
Site Work and Demo Work TBD n/a
Acquisition n/a $ 54,500,000
Contingency $10,000,000 $ 2,500,000
Furniture, Fixture, & Eqpmt. $ 3,000,000 $500,000
Miscellaneous $ 1,500,000 $ 1,500,000
Total $ 64,500,000 $59,000,000.00
ALL FIGURES ARE ESTIMATES ONLY.

Other Considerations include anticipated CEQA compliance, land use and zoning approvals, permitting requirements, electricity, water, sewage connections.

Contingency is about 20% of construction costs to account for escalation costs due to recent economic conditions.

Miscellaneous – legal, due diligence, and consultants.

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Nearby Schools Restaurants and Coffee Shops Shopping
ITEM 6A SUPPLEMENTAL 4

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5 miles to Foothill College
14 minutes

6.9 miles to De Anza College
11 minutes
4 miles to Sunnyvale Center
12 minutes
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Studio Unit
484 – 523 sq.ft.

One Bedroom Unit
665 – 847 sq.ft.

Two Bedroom Unit
956 – 1,006 sq.ft.

All units include appliances (dishwasher, refrigerator, and microwave). Furniture not included.

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Year 2025 Household Size >>> 1 2 3 4 5 6 7 8
Santa Clara County Area
Median Income
Acutely Low $ 20,500 $ 23,450 $ 26,350 $ 29,300 $ 31,650 $ 34,000 $ 36,350 $ 38,700 Extremely Low $ 42,200 $ 48,200 $ 54,250 $ 60,250 $ 65,100 $ 69,900 $ 74,750 $ 79,550 Very Low Income $ 70,350 $ 80,400 $ 90,450 $ 100,450 $ 108,500 $ 116,550 $ 124,600 $ 132,600 Low Income $ 111,700 $ 127,650 $ 143,600 $ 159,550 $ 172,350 $ 185,100 $ 197,850 $ 210,650 Median Income $ 136,650 $ 156,150 $ 175,700 $ 195,200 $ 210,800 $ 226,450 $ 242,050 $ 257,650 Moderate Income $ 164,000 $ 187,400 $ 210,850 $ 234,250 $ 253,000 $ 271,750 $ 290,450 $ 309,200 Year 2025 Household Size >>> 1 2 3 4 5 6 7 8
150% Area Median Income Median Income $ 204,975 $ 234,225 $ 263,550 $ 292,800 $ 316,200 $ 339,675 $ 363,075 $ 386,475 • City of Mountain View approved the increase in eligibility from 120% AMI to 150% AMI in June 2025.
• These provisions for below market rate eligibility is part of the BMR Agreement between the City of Mountain View and Mountain View Whisman School District.
• Foothill-De Anza is working with the City of Mountain View to amend the BMR Agreement to ensure the District’s name and interest. • Eligible employees who will live in the property will have a three-year transition plan to move out should their gross total household income becomes higher than the 150% area median income.

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DUE DILIGENCE
Review of construction documents and
suitability as affordable staff housing,
management and operational feasibility,
condition of title and certificate of occupancy
Review of ADA units and over-all accessibility

CLOSE OF ESCROW CONDITIONS
Amendment to the Below Market Rate (BMR)
Agreement by the City of Mountain View
Approval of the Co-Tenancy Agreement
Approval of the Maintenance and Operating
Agreement
Approval of Title Insurance Policy
Initial Deposit and Second Deposit Refundable if
Conditions not Satisfied
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ITEM 6A SUPPLEMENTAL 4

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December 9, 2025
Foothill-De Anza Community College District
12345 El Monte Road
Los Altos Hills, CA 94022
By email: [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; Cc: [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; Re: Inclusion of Foothill College as a Housing Opportunity Site in Los Altos Hills Dear Chancellor Lambert, President Whalen, and Trustees of the Foothill-De Anza Community College District,
The California Housing Defense Fund (“CalHDF”) writes regarding the inclusion of Foothill College as a housing opportunity site in the housing element for the Town of Los Altos Hills.

Specifically, CalHDF writes to warn the College of the potential repercussions of its designation as a housing opportunity site. These repercussions stem from a ruling by the California Court of Appeal on October 10, 2025, New Commune DTLA LLC v. City of Redondo Beach (2025) 115 Cal.App.5th 111. To CalHDF’s knowledge, the Town has not informed the College of these repercussions.

The Town will amend its Housing Element at tonight’s Council meeting. Materials are available here.

If the Town designates the College as a housing opportunity site in the Town’s housing element, the College will be legally forbidden from expanding or altering its existing facilities, and will be legally forbidden from constructing new facilities, unless the expansion, alteration, or new construction would provide new housing. This is a result of new developments in caselaw governing housing elements and housing opportunity sites. 2201 Broadway, PH1, Oakland, CA 94612
www.calhdf.org
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The Housing Element Law, codified at Government Code section 65580 et seq., imposes numerous restrictions on housing opportunity sites. Two of these restrictions are relevant here. First, housing opportunity sites must be zoned to have a minimum residential density of 20 dwelling units per acre. (Gov. Code, § 65583(h)(2).) Second, housing opportunity sites cannot be zoned to permit non-residential use unless the zoning “require[s] that residential use occupy 50 percent of the total floor area of a mixed-use project.” (Ibid.) New, binding precedent from the California Court of Appeal makes clear that an overlay zone that preserves existing non-residential uses cannot satisfy either of these restrictions.

In New Commune DTLA LLC v. City of Redondo Beach (2025) 115 Cal.App.5th 111, the Court of Appeal considered the housing opportunity sites in Redondo Beach’s housing element.

Redondo Beach’s housing element included, among its housing opportunity sites, two parking lots that served shopping centers. (New Commune, supra, 115 Cal.App.5th at 127.) The housing element planned to apply a residential overlay zone to these sites. The Court of Appeal held this strategy invalid.

First, the overlay zone did not comply with the 20 dwelling unit per acre minimum density requirement. “The overlay does not eliminate the commercial and industrial base zoning on the identified sites.” (New Commune, supra, 115 Cal.App.5th at 134-135.) Thus, “[t]he City’s overlay is inconsistent with the mandatory minimum density requirements because it allows development on identified sites without requiring any residential construction, i.e., it allows for construction with zero residential units.” (Id. at 135.) Second, the overlay zone did not comply with the rule that zoning for the sites must forbid all uses that do not contain at least 50 percent residential use by floor area. “By preserving the underlying commercial and industrial zoning, thereby allowing future development without any residential component, the overlay fails to meet the requirement that residential use occupy no less than 50 percent, and up to 100 percent, of total floor area of projects on the designated sites.” (New Commune, supra, 115 Cal.App.5th at 136.) CalHDF understands the Town has informed the College that the proposed revisions to the Town’s housing element would “create a multi-family overlay zone and establish associated development standards.” (Lee Dominic Lambert, letter to Town of Los Altos Hills, Dec. 1, 2025.) That is inaccurate. To comply with housing element law, the Town will have to rezone the College entirely. The rezoning will render the existing non-residential uses on the site non-conforming uses. The rezoning will also prohibit the College from expanding or altering existing uses unless the expansions or alterations include new housing that satisfies the density requirements in the Housing Element Law (i.e. 20 dwelling units per acre with at least 50 percent of the project’s floor area devoted to residential use). Finally, the rezoning will prohibit the College from engaging in construction on any rezoned portions of its property unless the construction, again, includes new housing that satisfies the density requirements in the Housing Element Law.
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Below is a map of the overlay zoning and instructive excerpts from the proposed zoning text:

In fact, in response to our comment to the Town regarding the implications of New Commune, the Town has revised the proposed zoning to attempt to comply. Below is a comment provided by the Town as part of its Housing Element amendment process:

The proposed MF Overlays are consistent with state law and the Redondo Beach decision because (1) the MF Overlays supersede the underlying R-A uses; (2) conditional uses, which would be at the Town’s discretion, require at least 50% of the gross floor area is multi-family residential use as required by GC 65583.2(h)(2). As the Council recalls these two points were incorporated into the ordinance via an errata sheet on October 16, 2025, and introduced with the ordinance. The rezoning densities are otherwise consistent with Gov. Code section 65583. Thus, the ordinance is consistent with statute and case law.
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As can be seen, the entirety of Foothill College is going to be rezoned to the FMFO district.

This means that, pursuant to New Commune, the College may not establish any new facilities on its campus unless they are at least 50% residential.

CalHDF sends this letter because it believes that the Town is seeking to manipulate the College to the College’s detriment. The Town, for reasons of its own, wishes to amend its housing element. More specifically, the Town wishes to reduce the collective residential capacity of all housing opportunity sites in its housing element. To do this, the Town must show that its housing opportunity sites (including Foothill College) are likely to produce new housing. That way, the Town can argue that although it is reducing overall capacity, its housing opportunity sites can still be expected to produce a substantial amount of new housing. That is why the Town has repeatedly requested letters from the College affirming the College’s interest in being designated a housing opportunity site and in constructing new housing on the site.

The College may wish to reevaluate its willingness to humor the Town. What the Town cares about is amending its housing element. The repercussions that rebound on the College, evidently, are not the Town’s concern. CalHDF understands the College wishes to remain on good terms with the Town, but the College should understand that the Town is not operating in good faith. The College should read the New Commune DTLA LLC v. City of Redondo Beach decision and consider the repercussions of having the College included as a housing opportunity site in Los Altos Hills’s housing element. The College should, furthermore, inform the Town as to whether the College accepts those repercussions.

CalHDF is a 501(c)(3) non-profit corporation whose mission includes advocating for increased access to housing for Californians at all income levels, including low-income households. You may learn more about CalHDF at www.calhdf.org.

Sincerely,
Dylan Casey
CalHDF Executive Director
James M. Lloyd
CalHDF Director of Planning and Investigations
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December 9, 2025
Diocese of San Jose
1150 North First St., Suite 100
San Jose, CA 95112
By email: [email protected]; [email protected];
Cc: [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; Re: Inclusion of Foothill College as a Housing Opportunity Site in Los Altos Hills Dear Diocese of San Jose and Counsel,
The California Housing Defense Fund (“CalHDF”) writes regarding the inclusion of the St.

Nicholas school property as a housing opportunity site in the housing element for the Town of Los Altos Hills. Specifically, CalHDF writes to warn the Diocese of the potential repercussions of its designation as a housing opportunity site. These repercussions stem from a ruling by the California Court of Appeal on October 10, 2025, New Commune DTLA LLC v. City of Redondo Beach (2025) 115 Cal.App.5th 111. To CalHDF’s knowledge, the Town has not informed the Diocese of these repercussions.

The Town will amend its Housing Element at tonight’s Council meeting. Materials are available here.

If the Town designates the St. Nicholas school as a housing opportunity site in the Town’s housing element, the Diocese will be legally forbidden from expanding or altering its existing facilities within the area of the multifamily overlay, and will be legally forbidden from constructing new facilities with the overlay, unless the expansion, alteration, or new construction would provide new housing. This is a result of new developments in caselaw governing housing elements and housing opportunity sites.

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here. First, housing opportunity sites must be zoned to have a minimum residential density of 20 dwelling units per acre. (Gov. Code, § 65583(h)(2).) Second, housing opportunity sites cannot be zoned to permit non-residential use unless the zoning “require[s] that residential use occupy 50 percent of the total floor area of a mixed-use project.” (Ibid.) New, binding precedent from the California Court of Appeal makes clear that an overlay zone that preserves existing non-residential uses cannot satisfy either of these restrictions.

In New Commune DTLA LLC v. City of Redondo Beach (2025) 115 Cal.App.5th 111, the Court of Appeal considered the housing opportunity sites in Redondo Beach’s housing element.

The rezoning will render the existing non-residential uses on the site non-conforming uses.

The rezoning will also prohibit the Diocese from expanding or altering existing uses unless the expansions or alterations include new housing that satisfies the density requirements in the Housing Element Law (i.e. 20 dwelling units per acre with at least 50 percent of the project’s floor area devoted to residential use). Finally, the rezoning will prohibit the Diocese from engaging in construction on any rezoned portions of its property unless the construction, again, includes new housing that satisfies the density requirements in the Housing Element Law.
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Below is a map of the overlay zoning and instructive excerpts from the proposed zoning text:
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CalHDF sends this letter because it believes that the Town has engaged with the Diocese in bad faith. The Town, for reasons of its own, wishes to amend its housing element. In doing so, however, the Town has refrained from fully informing the Diocese of the consequences of the amendment. The Town has done so because the consequences that rebound on the Diocese are not the Town’s concern.

The Diocese should read the New Commune DTLA LLC v. City of Redondo Beach decision and consider the repercussions of having the St. Nicholas school site included as a housing opportunity site in Los Altos Hills’s housing element. The Diocese should, furthermore, inform the Town as to whether it accepts those repercussions.

Sincerely,
Dylan Casey
CalHDF Executive Director
James M. Lloyd
CalHDF Director of Planning and Investigations
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December 9, 2025
Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
By email: [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected] Cc: [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]
Re: Amended Los Altos Hills Housing Element, December 2025 Dear Los Altos Hills City Council,
The California Housing Defense Fund (“CalHDF”) submits this correspondence as a comment on the Town’s latest proposed amended Housing Element, calendared as agenda item 6A for tonight’s Council meeting. Additionally, this public comment also addresses the housing element rezoning, calendared as item 4H for tonight’s Council meeting.

The Town should abandon this Housing Element amendment. Town staff and the Council know full well that the St. Nicholas School and Foothill College sites will not be developed during the planning period. Additionally, under the proposed Housing Element amendment and accompanying zoning, the Twin Oaks site will not be developed either. And the entire purpose of this amendment is thwarting the first affordable housing in the Town’s history.

The Rezoning is Inadequate
See our October 16, 2025 comment letter on the rezoning attached.

In addition to this comment letter, we would like to reiterate that the proposed floating zone (“FMFO”) is not a rezoning, as it requires a future legislative action. The Town will be failing to fulfill its commitments under the Housing Element Law if it relies on this action. 2201 Broadway, PH1, Oakland, CA 94612
www.calhdf.org
ITEM 6A, Supplement 7

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The Town Cannot Amend the Housing Element Prior to HCD Review The Town is proposing to adopt the amendment to the housing element on December 9th, 2025. According to the staff report, the amendment will become effective once HCD reviews and signs off on the amendment. This approach is a flagrant violation of procedures for amending housing elements required by state law. Government Code section 65585, subdivision (e) requires that:

Prior to the adoption of its draft element or draft amendment, the legislative body shall consider the findings made by the department. If the department’s findings are not available within the time limits set by this section, the legislative body may act without them.

The Town is required to submit the draft housing element amendment to HCD for official review at least 60 days prior to adoption to allow sufficient time for HCD to review and make findings as to whether the amendment complies. (Id. at subd. (b)(1)(A).) The Town has failed to comply with any of these required procedures. Instead, the Town is seeking to illegally rush through a poorly conceived amendment in order to thwart proposed housing developments under the prior plan.

None of the Three Lower-Income Sites Will Be Developed
The Town knows full well that none of its three lower-income sites will be developed. See evidence below for information on why each of the sites will not be developed.

Foothill College and St. Nicholas School Sites
The Town is well aware that neither the St. Nicholas School site nor the Foothill College site will be developed. Together, these two sites account for 110 lower-income units of the Town’s total lower-income RHNA of 197 units.

During the City Council meeting of November 17, 2025, the Mayor stated that neither the Foothill College nor the St. Nicholas School Sites would be developed. At time 1:09 of the video of the proceeding, the Mayor made the following statement:

Foothill College has publicly declared that they will not be building any affordable housing there. They have actually bought a property in Cupertino 1 [sic] in order to
build housing. St. Nicholas School has gone on record to say that they will not be building anything there. So those two [sites] have not panned out.

The Housing Element plans for 40 total units including 30 lower-income units on the St.

Nicholas School site. The Town’s Housing Element pretends that the Diocese will develop the school site: “The Town has been in contact with the school and received positive initial 1 Note: the College has actually bought property in Mountain View, not Cupertino, to build housing. 2 of 12

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feedback regarding the potential for new housing at the project site.” (p. 209 of the Housing Element)
However, the Town knows full well that the Diocese will not develop the school, and this statement in the Housing Element misrepresents the owner’s intentions. From the attached CalMatters article on the Los Altos Hills housing element:

The Diocese of San José, owner of the [St. Nicholas School site], has “no intention of developing or selling” any part of the school, said spokesperson Cynthia Shaw. “Legal counsel clearly conveyed the Diocese’s opposition to the Town’s submission of the housing plan in 2022.”
The Diocese also clearly stated its opposition to being included in the housing plan in an October 14, 2025 letter to the Town:

The St. Nicholas School sites will simply not be developed during the planning period.

Regarding Foothill College, where the Housing Element calls for 210 units of housing including 80 lower-income units, the Town staff prevailed upon the College to write a December 1, 2025 letter expressing vague support, which is on page C-23 of the amended Housing Element. The pertinent paragraphs are below:

As part of our broader exploration of future housing opportunities, the District has welcomed the Town's interest in identifying the Foothill College campus in its Housing Element as a potential housing opportunity site. In 2023, the District provided correspondence expressing our willingness to remain engaged in conversations that support the Town's Housing Element goals while advancing the District's mission to improve the quality of life for our students, faculty, staff, and the surrounding community.

We understand the Town is currently undertaking rezoning efforts that would create a multi-family overlay zone and establish associated development standards. While the District is continuing to review these planning efforts, we appreciate the Town's 3 of 12

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proactive work to expand regional affordable housing options. We are open to exploring how the opportunities envisioned in the Town's planning framework may align with the District's long-term goals for student and employee housing at the Foothill College campus.

These statements fall short of what the Town says they are. On page 278 of the Housing Element, the Town states, “As of November, 2025, Foothill College has expressed continued interest in residential development between 20 and 24 du/ac …” However, “exploring how the opportunities envisioned in the Town's planning framework may align with the District's long-term goals” is not the same as expressing “continued interest in residential development between 20 and 24 du/ac.” Given that the College purchased property (purchase agreement attached) in Mountain View to satisfy its housing requirements (as reflected by the Mayor’s statements and the attached CalMatters article), the December 1, 2025 letter from the College should be viewed as a noncommittal way for the College to maintain cordial relations with the Town, rather than an expression of genuine interest in housing development.

Furthermore, the College prepared an explicit comparison (attached) of developing its own property and the Mountain View development, and it found the Mountain View option superior and therefore elected to pursue that option.

Twin Oaks Sites
Under the amendment’s proposed zoning framework, the Twin Oaks site will not be developed either. This is because the site is more valuable with its current use, single-family homes, than as multifamily housing.

The brief market study produced by the Town is not worth the paper it’s printed on. Its primary assumption is that the sites are vacant and that land cost is therefore one million dollars per acre:

However, the Twin Oaks site (or at least the remaining portion of it) is not vacant - it has been developed with single-family homes. The Zillow home index for Los Altos Hills is $5.6 million. Even assuming, as the Town avers, that the present homes are “tear-downs,” they should be priced as such, not as vacant land. Even an inferior home in Los Altos Hills is 4 of 12

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worth much more than vacant land. Research on real estate websites has shown that “tear-downs” sell for about $3.7 million an acre in Los Altos Hills.

If the feasibility study is adjusted to account for this difference in land value, then the residual land value (i.e. the profit) disappears, and the Twin Oaks site is no longer worth developing.

A representative of the landowner testified to that effect during the December 4, 2025 Planning Commission meeting. Furthermore, the owners of the Twin Oaks site submitted a letter to that effect (December 4, 2025 letter from Brian O’Neill to the Town), with the following instructive excerpt:

The development scenario proposed in the HEA is not a feasible development. The owners have previously informed the Town that due to site constraints, limiting housing development to lots 4, 5, and 6 of the Twin Oaks Court site would not be feasible and the owners are not interested in developing a multifamily project on these three lots.

In sum, none of the three lower-income sites will be developed during the planning period.

Failure to Provide Evidence That Existing Uses Will Be Discontinued Government Code section 65583.2, subdivision (g)(2), states:

In addition to the analysis required in paragraph (1), when a city or county is relying on nonvacant sites described in paragraph (3) of subdivision (b) to accommodate 50 percent or more of its housing need for lower income households, the methodology used to determine additional development potential shall demonstrate that the existing use identified pursuant to paragraph (3) of subdivision (b) does not constitute an impediment to additional residential development during the period covered by the housing element. An existing use shall be presumed to impede additional residential development, absent findings based on substantial evidence that the use is likely to be discontinued during the planning period.

The proposed amended Housing Element relies on nonvacant sites (the St. Nicholas school site, the Foothill College site, lots on the Twin Oaks site that include existing single-family homes, and lots with existing single-family homes on which the Town expects ADUs to be constructed) for 50 percent or more of its housing need for lower income households.

However, the proposed amended housing element does not provide the required evidence demonstrating that existing uses on these sites will not impede residential development.

What evidence currently exists in the record, as explained above, is not only inadequate to 5 of 12

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satisfy this requirement, it conclusively demonstrates that the existing uses on these sites will impede additional residential development.

The Proposed Overlays May Violate the Law
The Housing Element (p. 188) proposes to use zoning overlays to accommodate multifamily on the Foothill College and St. Nicholas school campuses. Zoning overlays leave a base zoning designation in place, allowing for developers to choose to build under the base zoning or under the overlay, usually allowing for greater density. This approach has been found to violate housing element law by the California Court of Appeal.

In New Commune DTLA LLC v. City of Redondo Beach (2025) 115 Cal.App.5th 111), the Court held that the use of a zoning overlay for housing element rezonings does not comply with the mimum density provisions of housing element law. (See Gov. Code, § 65583.2, subd. (h)(2).) In order to comply with minimum density, housing element rezonings must require that all new development include the minimum residential density mandated by state law.

Allowing uses permitted under the base zoning, such as underlying, non-residential uses, or lower density residential development, violates the minimum residential density requirement imposed by state housing law.

The overlays proposed for the Foothill College and St. Nicholas sites were introduced by the Council on October 16, 2025. These overlays allowed the uses of the underlying Residential-Agricultural district (except for what is explicitly forbidden by code section 10-1.1608). Additionally, they expressly allowed the establishment of public and private schools.

Because the overlays allow for non-residential uses, they did not satisfy the minimum density requirements of state law. (See Gov. Code, § 65583.2, subd. (h)(2)). As the Court explained in New Commune, “the goal of the Housing Element Law . . . was not merely to require the identification of sites that could theoretically accommodate housing needs, but to encourage development to meet housing needs.” The Town’s proposed overlays therefore violate the binding precedent established by New Commune.

CalHDF notes that the proposed zoning has been adjusted to attempt to comply with New Commune:
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The Floating Multi-Family Overlay covers the entire Foothill College campus. It seems highly improbable that Foothill College would have agreed to submit a tentative letter of interest had it known that all future development on its campus would be subject to a 50% residential requirement.

Additionally, the proposed zoning may otherwise violate the minimum density standards in state law because the proposed zoning excludes areas with steep slopes. (See page 202 of the Housing Element and the October 16, 2025 proposed rezoning.) The Town should be aware that the gross density of the sites must still meet or exceed 20 units/acre after the steep slopes have been excluded. (Gov. Code, § 65583.2, subd. (h)(2).

This is a Bad Faith Housing Element Amendment
Today, the Town has zero deed-restricted affordable housing units. The Town also has only 16 units of multifamily housing out of 3,180 units total, the vast majority of which are large single family homes built on minimum one-acre lots. With an average home value of $5.7 million, the Town is one of the most expensive and exclusionary jurisdictions in the state.

The Town’s Housing Element commits to rezoning the 15-acre Twin Oaks Court site to multifamily housing at a density of 30 units per acre. Subsequent to adoption of the Housing Element, a developer proposed a 593-unit, mixed-income, multifamily development on the site, which would create the Town’s first ever deed-restricted affordable units. This development would make major steps towards meeting the Town’s RHNA obligations and would reverse decades of exclusionary zoning in the Town.

However, it seems as though the Town has no intention of actually meeting its obligations under state Housing Element law. As soon as the development was proposed, the Town began the process of amending its Housing Element in order to cut back the Twin Oaks Court site as much as possible in order to stop the development. 7 of 12

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The amended Housing Element would remove more than 2/3rds of the site and change the proposed zoning from 30 units/acre to 24 units/acre, while also excluding areas with steep slopes from density calculations. Removing more than 10 acres of the site, reducing the density from 30 units/acre to 24 units/acre, and excluding steep slopes (resulting in a buildable area of 3.8 acres) would change the total zoned capacity of the site from 450 units to 91 units (the produce of 24 units/acre and 3.8 acres), or actually less than the 92 units planned for the site.

Furthermore, the Town removed the vacant portion of the site, and the 4.5 acres of the site that remain include at least two single-family homes in addition to other structures. Given that these homes would have to be redeveloped (and the Town’s extremely high home prices), the Town is making development as unattractive as possible.

Given the timelines necessary for housing development, the fact that we are already two and a half years into the planning period, and its terrible history on affordable and/or multifamily housing, it is grossly inappropriate for the Town to carve back its most important low-income site.

Government Code Section 65583, subdivision (a)(3) requires that the Housing Element include (emphasis added) “An inventory of land suitable and available for residential development, including vacant sites and sites having realistic and demonstrated potential for redevelopment during the planning period to meet the locality’s housing need for a designated income level, and an analysis of the relationship of zoning and public facilities and services to these sites, and an analysis of the relationship of the sites identified in the land inventory to the jurisdiction’s duty to affirmatively further fair housing.” The Town’s original housing element included additional capacity in the low-income site inventory to account for the fact that two of the three sites did not have demonstrated potential for development during the planning period. The Twin Oaks site, at its full size and proposed density, represented the only realistic possibility of low income housing development in the housing element. The Town’s actions will directly thwart the ability of the Twin Oaks Court site to redevelop during the planning period, and will result in a noncompliant housing element.

The Town should not amend its Housing Element in order to prevent a mixed-income, multifamily development that would fulfill so much of the Town’s RHNA and provide the first deed-restricted affordable housing in the Town’s history.

Amending the Housing Element Would Violate Fair Housing Law Local governments have an obligation under California to refrain from any actions that would discriminate against protected classes, or against the “intended occupancy of any 8 of 12

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residential development by persons or families of very low, low, moderate, or middle income.” (Gov. Code, § 65008, subs. (a)(3), (b)(1)(C), and (b)(2)(B).) In addition, both local governments and California state agencies are tasked with affirmatively further fair housing (AFFH), requiring “meaningful actions, in addition to combating discrimination, that overcome patterns of segregation and foster inclusive communities free from barriers that restrict access to opportunity based on protected characteristics.” (Gov. Code, § 8899.50, subd. (a)(1).) The obligation to AFFH works in conjunction with, and independently of, local government’s housing element obligations. Local governments are required to include a plan to AFFH as part of a compliant housing element, and are required to carry out this plan and other policies consistent with their obligation to affirmatively further fair housing. (Id., § 65583, subd. (a)(3), (b)(1).) By any measure, the actions of Los Altos Hills since the adoption of their current housing element, and these amendments to that housing element, fail to meet its fair housing obligations.

The Current Los Altos Hills Housing Element
Los Altos Hills’s current housing element was certified by HCD in late May of 2023, just in time to give the Town a full three years to complete the required rezonings of low income sites. The housing element contained a detailed discussion of the Town’s plan to AFFH. This discussion outlines how the Town was founded in 1956, eight years after the Supreme Court outlawed explicit racial covenants in its Shelley v. Kraemer decision, in order to preserve the “rural character” of the area. (2023 Housing Element, page 83, 122.) Many properties in the area contained racial covenants, and many still do today despite these restrictions being unenforceable. (pg. 122.) At the time of incorporation, the Town “required a 1-acre minimum lot size and barred the construction of multifamily housing.” Not coincidentally, the Town maintains a sizable white majority today. The Town identifies the dominance of expensive large-lot single family homes, and community opposition to housing as key barriers to fair housing. The main program to break down these barriers is Program A-1, requiring the rezoning of three identified sites to promote the development of multifamily affordable housing.

Amending its Housing Element to carve back the Twin Oaks Court site would establish a clear pattern of discrimination against multifamily and affordable housing, and it would also fail to affirmatively further fair housing. The change would be clearly contrary to the Town’s adopted plan to AFFH. Removing more than 10 acres of the site, and reducing the density from 30 to 24 acres, would dramatically reduce the ability of the site to produce housing affordable to lower-income households.

The City Council’s February 20, 2025 public meeting regarding the Twin Oaks proposal and potential Housing Element amendments revealed that the explicit purpose of this change is to prevent the development of a mixed-income housing development on the Twin Oaks site.

Vice Mayor Bhateja and Council Member Mok stated that the Town was going to amend the 9 of 12

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Housing Element regarding the Twin Oaks site: “The goal is to limit development to approximately 92 units while addressing key concerns such as wildfire safety, traffic congestion, and preserving the town’s character.” Their presentation concluded by stating that “the focus remains on responsible development that aligns with state requirements while preserving the town’s unique character.” While maintaining more limited capacity on the site allows the Town to put forth a facade of maintaining compliance with the law, there is no proposed housing development at such lower density, and the Town has done nothing to demonstrate such a proposal is viable.

In addition to the proposed changes to the Twin Oaks site, the Town has already denied two affordable housing developments since the adoption of the previous plan. Both were builder’s remedy projects proposed during the period when the Town was out of compliance with its housing element, and both were denied on technicalities manufactured by the Town. If the Town is allowed to thwart the proposed Twin Oaks development, it would result in the denial of three consecutive developments that would have brought the Town its first ever deed restricted affordable housing.

While the Council leaves unsaid what it means by “preserving the Town’s character,” we can infer that they are referring to the exact character identified in their AFFH plan as a barrier to fair housing. Approving the proposed reduction in density on the Twin Oaks site would aid in a clear effort to prevent the development of lower-income housing in one of the wealthiest municipalities in the state. This effort is wildly inconsistent with the Town’s and the State’s obligation to take "meaningful actions . . . to overcome patterns of segregation and foster inclusive communities free from barriers that restrict access to opportunity based on protected characteristics.” (Gov. Code, § 8899.50, subd. (a)(1).) Relying Heavily on ADUs Violates Fair Housing Law
Aside from the Twin Oaks site, the remainder of the Town’s low income site inventory relies heavily on ADUs. The Town is therefore planning on using ADUs to account for 105 units of its total lower-income RHNA of 197 units. In fact, during the February 20, 2025 public hearing, a number of members of the public testified that the Town should rely even more heavily on ADUs rather than allow the Twin Oaks development to proceed.

However, this ADU-heavy strategy is highly problematic from a fair housing perspective. The federal Fair Housing Act does not apply to ADUs, and state fair housing law is unclear on the issue. Additionally, the Town’s recent survey of ADUs found that less than half of ADUs in the Town were used as dwelling units - the majority were used as guest houses, as office spaces, or as other extra space for the primary dwelling unit. Furthermore, the survey in Los Altos Hills showed that 44% of the occupied ADUs were inhabited by family members. Both of these factors mean that historically excluded groups, such as Black or Latino-headed households, will have much greater challenges living in a Los Altos Hills ADU, as only half of 10 of 12

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the ADUs are available for residential use and only about half of the remaining ADUs are available for non-family members.

Furthermore, ADUs are significantly smaller than other types of housing. While this makes them naturally more affordable, it also reduces housing opportunities for families with children. As discussed supra, state law obligates the Town’s Housing Element to affirmatively further fair housing. Protected categories include familial status, as mandated by Gov. Code 65583, subd. (c)(5):

Promote and affirmatively further fair housing opportunities and promote housing throughout the community or communities for all persons regardless of race, religion, sex, marital status, ancestry, national origin, color, familial status, or disability, and other characteristics protected by the California Fair Employment and Housing Act (Part 2.8 (commencing with Section 12900) of Division 3 of Title 2), Section 65008, and any other state and federal fair housing and planning law.

Los Altos Hills’s overreliance on ADUs fails to promote housing throughout the community for families with children, which is a familial status.

If the Town is allowed to amend its Housing Element to hamstring the site with the best potential to be developed into multifamily, mixed-income housing, then the primary lower-income units developed in the Town will be ADUs, with the result there were may not be any zero deed restricted affordable housing developed in the Town. And 3/4ths of the ADUs developed will either not be used as housing or will only be available to relatives of existing town residents. This will be a fair housing disaster. ⧫ ⧫ ⧫
The Town’s proposed amendment to its Housing Element is a transparent effort to thwart the first genuine mixed-income housing proposal (and first deed-restricted affordable units) in the Town’s history. This amendment would violate the Town’s duty to affirmatively further fair housing. By over-relying on ADUs and actively sabotaging mixed-income development, the Town is acting to continue to exclude marginalized racial and ethnic groups from the community. The Town’s history of building exclusively large, expensive single-family homes on one-acre lots compounds these concerns. The Town should abandon this amendment and implement its current Housing Element, as the law requires.

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Sincerely,
Dylan Casey
CalHDF Executive Director
James M. Lloyd
CalHDF Director of Planning and Investigations
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October 16, 2025
Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
By email: [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected] Cc: [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]
Re: Proposed Zoning Map and Text Amendments
Dear Los Altos Hills City Council and Staff,
The California Housing Defense Fund (“CalHDF”) submits this correspondence as comment regarding agenda item 7A for the October 16, 2025 Council meeting, proposed amendments to the Town of Los Altos Hills (“Town”) General Plan, zoning map, and zoning code.

The proposed rezoning does not fulfill the Town’s obligations under Housing Element law.

The proposal also violates a recently decided binding Court of Appeal decision and state fair housing law.

It is clear that the Town, having seen its proposed housing element amendment disapproved by the California Department of Housing and Community Development (“HCD”) (see attached disapproval letter), is attempting to disregard that disapproval by implementing a rezoning the accomplishes the same goal as the failed housing element amendment - the carving back of the Twin Oaks Site in order to thwart the first affordable housing in the Town’s history.

This is disappointing, but hardly surprising, given the Town’s history of exclusionary land use policies.
2201 Broadway, PH1, Oakland, CA 94612
www.calhdf.org

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Inadequate Rezoning
The Housing Element Law (Gov. Code, §§ 65580 et seq.) establishes a clear process for the evaluation, planning, and enactment of the Town’s housing policy. That process has a two-part structure. In the first part, the Town must adopt a housing element on a specified timeline and that meets certain requirements. In the second part, the Town must implement the programs promised in its housing element. Crucially, the second step relies on the first step: what, precisely, the Town must do in the second step has already been established by the housing element. (See Gov. Code, § 65583, subd. (c).) The second step is not a freestanding exercise in policymaking or policy analysis. (See id.) The policymaking and policy analysis are conducted in the first step, and the Housing Element Law leaves essentially no room to alter the results at the second step. 1 The Town has completed the first step. It adopted a housing element in January 2023, adhering to the substantive and procedural rules in the Housing Element Law. The California Department of Housing and Community Development (“HCD”) also certified the Town’s adopted housing element as legally compliant, pursuant to its statutory authority. (See, e.g., Gov. Code, § 65585.) That housing element made numerous detailed commitments. These commitments include promises to rezone three sites to accommodate housing for lower income households. (See Gov. Code, §§ 65583 [establishing standards for required rezonings]; 65583.1 [same]; 65583.2 [same].) The scope and density of the rezoning program in the housing element was informed by the likelihood of development in each individual site. The plan that was certified by HCD required a larger and denser rezoning, precisely because the individual sites were not likely to be developed, and to offset the many constraints on housing development that would confront any development proposal on each site. When the Town attempted to amend its plan to reduce the scale of the proposed upzoning, this amendment was rejected by HCD because there was insufficient evidence that the sites were likely to develop at the proposed density.

The Town is now at the second step of the process: implementing the commitments in its housing element. This includes the aforementioned rezoning and associated policy analyses. The Town’s proposed rezoning, however, seeks to accomplish the same scaled-back rezoning that HCD has already rejected as failing to comply with housing element law, and fails to fulfill crucial aspects of its housing element commitments. These are commitments that the Town, as explained above, cannot renege on without going through a full amendment process for its housing element.

Twin Oaks Site
1 If the Town wishes to alter the policy analysis or programs promised by its housing element, it has an avenue to do that: it may amend its housing element according to the procedures set forth in Government Code section 65585. But the process remains a two-step process: the Town must first amend its housing element, and only then can it proceed to the second step of implementing the promised housing element programs.
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For the Twin Oaks Site, the Town’s proposed rezoning fails to implement the rezoning that it committed to in its Housing Element.

The Twin Oaks site, composed of APNs 18202017, 18202018, 18202019, 18202020, 18202021, 18202022, 18202007, is discussed on pages 192-194 of the Housing Element. The Housing Element commits to rezoning it to 20-30 units per acre.

Appendix A of the Housing Element, the Housing Element site inventory, assigns a certain number of units by income to each of these parcels. The relevant section of the table is reproduced below:

As can be seen, the site inventory assigns specific numbers of housing units, including low-income units, to each parcel contained in the Twin Oaks site [APN 182 02 016 is not part of the Twin Oaks Site].

However, the proposed rezoning only rezones parcels 18202020, 18202021, and 18202022.

Furthermore, rather than rezone these parcels for a density of 20 to 30 units an acre, as committed to on page 193 of the Housing Element, the rezoning only allows a density of 20 to 24 units per acre. As discussed infra, the rezoning has an effectively much lower density, given that it implements numerous additional constraints, which reduce the area of the site that may be developed and also reduce the density generated by the zoning by excluding large portions of the parcels from density calculations.

By failing to rezone parcels in the site inventory, and rezoning parcels and densities less than what the Town committed to in its Housing Element, this rezoning fails to meet the requirements of the Housing Element Law. (See Gov. Code, § 65583, subd. (c)(1).) 3 of 11

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Creating a Floating Zone Is Not a Rezoning
The Town is proposing to amend its zoning text to establish a floating zone, which would cover the campus of Foothill College: the “Floating Multi-Family Overlay.” Housing Element pages 186-188 provide the Town’s commitments for the Foothill College site (APNs 17541014, 17541015, and 17541016):
“The Foothill College site consists of a portion of three parcels located along El Monte Road with a gross area of approximately 124 acres. As a part of the Town’s planned Multi-family Infill Overlay Zone to allow and facilitate multi-family residential to meet the RHNA, the adopted overlay would allow a projected density of 30 du/ac. The Town would allow Foothill College to develop approximately 14.5 cumulative acres on the campus as that is the amount of acreage that can realistically be developed without the displacement or removal of any existing use on the campus (through redevelopment or building retrofitting) … Surface parking areas are among the most likely areas to accommodate infill housing. Two parking lots, approximately 9.5 and

4.5 acres in area are located at the northern and southwestern portions of the campus property. Both sites are accessed by the loop road through the campus. The parking lots are easily developed since they already have road access and utilities, a lack of habitat or environmental constraints.”
The Town therefore committed to rezoning 14.5 acres of the College’s campus at 30 units per acre. However, rather than following through on that commitment, the Town is instead creating a mechanism for the future mapping of a new zoning district somewhere on the campus. Additionally, the future (unmapped) zoning district would only allow 24 units per acre, not the 30 units / acre committed to in the Housing Element, and it would also be subject to the various unanalyzed constraints discussed infra.

Proposed code section 10-1.1603 provides the process by which an actual zoning district might be mapped (emphasis added):

The FMFO zone is hereby established as a floating zone on all properties designated on the General Plan Land Use Diagram as FMFO. The precise location of one or more FMFO zoning districts shall be mapped at a later date. The FMFO zoning district(s) shall include a total of not less than 8.8 acres of contiguous buildable area as defined herein and shall meet all other applicable requirements of this Article 16. The FMFO district boundaries may be mapped and recorded after review and recommendation by the Planning Commission and adoption by resolution of the City Council:
a. At the discretion of the Town at any time;
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b. After selection by the property owner and confirmation by the Town Planning Director of compliance with MF zone requirements; or c. In conjunction with a proposed development application for multi-family development on the FMFO designated property.

Upon selection and demonstration of compliance, the Town shall adopt by resolution and subsequently publish the updated Zoning Map showing the boundaries of the MFO zoning district established by adoption of this Article 16.

Creating a mechanism for the creation of a future zoning district does not fulfill the requirements of Housing Element Law. Government Code section 65583, subd. (c)(1)(A)(i) reads, in pertinent part (emphasis added):

For the adoption of the sixth revision of the housing element, jurisdictions with an eight-year housing element planning period pursuant to Section 65588, including adoption of minimum density and development standards or, for a jurisdiction in the coastal zone, any necessary local coastal program amendments related to land use designations, changes in intensity ofland use, zoning ordinances, or zoning district maps … shall be completed no later than three years after either the date the housing element is adopted pursuant to subdivision (f) of Section 65585 … The Town must “complete” the zoning changes necessary to implement its Housing Element by January 30, 2026. The Town’s proposed mechanism leaves a host of required zoning changes that must be completed in the future. This means that the Town will not have rezoned the Foothill College site and will thereby miss its January 30, 2026, rezoning deadline.

Overlay Problems
The town is proposing to map an overlay on the St. Nicholas School site (APNs 33621003, 33621004) to allow housing development there. The Town’s commitments related to the St.

Nicholas School site are located on pages 188-191 of the Housing Element:

The property contains ample room to accommodate new residential units by developing the vacant, approximately 5-acreportion [sic] on the north side of the site above El Monte Road.The northern five-acre portion of the St. Nicholas school property is vacant and independent of the school facilities and operations to the south. The 5-acre site is located between El Monte Road and the campus facilities … This identified portion of the property has a high potential to be developed as there are no existing structures, the site has been previously disturbed, there is availability of water, sewer and other utilities, and the area at the top of the hill is relatively flat. 5 of 11

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The adopted overlay zone will allow for a density of 30 du/ac to incentivize and allow residential redevelopment. The maximum unit capacity for this site is 150 units, while the realistic capacity assumed for this site is 75 units.

The Town therefore committed to rezoning five acres of the site at 30 units per acre. The Town’s proposed Multifamily Overlay zone will only allow developments up to 24 units per acre, violating the commitment made in the Housing Element.

However, the Town is choosing to rezone the St. Nicholas site with an overlay. From proposed code section 10-1.1603:

For areas where the MF zone is applied as an Overlay (MFO) or Floating MFO, the MFO zone standards and permitted uses supersede the single-family residential uses and development standards of the underlying Residential-Agricultural (R-A) zone when in conflict. All public and private school uses shall be subject to the otherwise applicable standards of the underlying R-A zone.

Code section 10-1.1608 forbids certain uses in the Multifamily Overlay, such as single-family homes. However, schools are specifically allowed in the Multifamily Overlay and Floating Multifamily Overlay.

Proposed code section 10-1.1607 Conditional Uses (MFO):

The following uses may be established in the Multi-Family Overlay (MFO) and Floating Multi-Family Overlay (FMFO) zones subject to the approval of the Planning Commission, and the issuance of a conditional development permit therefor pursuant to the provisions of this Title per Section 10-1.1004:
(a) Public schools where designated on the General Plan Land Use Diagram. (b) Private schools where designated on the General Plan Land Use Diagram.

However, binding caselaw from the California Court of Appeal forbids the Town from using an overlay to accomplish its rezoning. In New Commune DTLA LLC v. City of Redondo Beach (Oct. 10, 2025, No. B336042) ___ Cal.App.5th ___), the Court held that an overlay cannot be used to satisfy the requirements of state law for rezonings for lower-income sites (See Gov.

Code, § 65583.2, subd. (h)(2)) if the zoning expressly permits development that does not include housing. Allowing underlying, non-residential uses would not satisfy the minimum residential density requirement imposed by state housing law.

Not only do the overlays allow the uses of the underlying Residential-Agricultural district (except for what is explicitly forbidden by code section 10-1.1608), they expressly allow the establishment of public and private schools.
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Given that the owner of the St. Nicholas School site is opposed to the development of housing on the site, the fact that school uses will continue to be allowed by zoning makes the development of housing on this site highly unlikely. From the attached CalMatters article on the Los Altos Hills housing element:

The Diocese of San José, owner of the [St. Nicholas School site], has “no intention of developing or selling” any part of the school, said spokesperson Cynthia Shaw. “Legal counsel clearly conveyed the Diocese’s opposition to the Town’s submission of the housing plan in 2022.”
New Commune DTLA LLC v. City of Redondo Beach clearly forbids the Town from using an overlay to accomplish its required rezoning.

New Constraints
Housing Element Law requires local governments to analyze governmental constraints on housing production. (Gov. Code, § 65583, subd. (a)(5).) The results of this analysis then inform the policies and programs in the housing element. (See id.; id. at subd. (c)(3); Californians for Homeownership, Inc. v. City of Beverly Hills (2023) Los Angeles County Superior Court, Case No. 23STCP00143, at p. 6, [finding planned rezonings for housing element site inventory must consider constraints identified by the housing element’s constraints analysis] [opinion attached to this letter].)
However, because the new constraints included in the Town’s rezoning proposal were not analyzed in the Town’s housing element, the Town cannot rely on the rezoning proposal to produce as many units as it is required to unless the Town analyzes the effects of the new constraints and offsets their impact on housing production. The Multifamily, Multifamily Overlay, and Floating Multifamily Overlay (MF/MFO/FMFO) impose the following, unanalyzed constraints (proposed code § 10-1.1611):
● MF/MFO/FMFO imposes a requirement that each development site shall contain a contiguous buildable area, exclusive of steep slopes greater than 25% with a minimum horizontal measurement of 25 feet, with a minimum dimension not less than 50 feet wide.
○ This was not analyzed in the Housing Element and this will make development of these sites challenging given the gradients involved. ● MF/MFO/FMFO has a minimum lot size of 3.5 acres and a maximum lot size of 10 acres.
○ This was not analyzed in the Housing Element and these standards prevent the entire Twin Oaks site from being developed and it also inhibits the development of individual parcels within the Twin Oaks site. ● MF/MFO/FMFO has minimum front, side, and rear setbacks of 60 feet. 7 of 11

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○ The Housing Element only considered 40 foot front setbacks and 30 foot side and rear setbacks.
○ Increased setbacks diminish the amount of buildable area on a parcel. ● MF/MFO/FMFO establishes a maximum average of 750 square feet of gross floor area per dwelling unit.
○ The Housing Element instead held that every parcel was allowed at least a 2,500 square foot dwelling. See Fair Housing implications infra. ● MF/MFO/FMFO establishes a requirement for 40 square feet of private recreation space per dwelling.
○ This was not analyzed in the Housing Element and private recreation space is challenging for affordable housing given the expense of constructing and maintaining balconies.
● MF/MFO/FMFO establishes a requirement for 100 square feet of common recreation space per dwelling unit.
○ This was not analyzed in the Housing Element and, when coupled with the above maximum average gross floor area per dwelling unit, this imposes a dramatic constraint on housing development.
● MF/MFO/FMFO establishes a building-to-building separation requirement of 25-50 feet.
○ This was not analyzed in the Housing Element and this will impose another barrier to housing, particularly on mixed-use sites.

Proposed code section 10-1.1614 also prohibits or strictly limits development on/near ridgelines, hilltops, steep slopes, hillsides, and near riparian corridors. These constraints were not analyzed in the Housing Element and this will impose another barrier to housing, particularly on mixed-use sites.

Most alarming is the fact that the proposed zoning calculates density differently based on net buildable area, as opposed to gross density based on total parcel area.

Proposed code section 10-1.1609 provides the following definition of “Contiguous Buildable Area:”
The contiguous area of a parcel, lot or development site with a minimum dimension not less than 50 feet wide and excluding areas of steep slopes greater than 25% measured over a minimum horizontal distance of 25 feet. The contiguous area may include small individual areas of slopes greater than 25% where such small individual areas are less than 1,000 square feet in area and are surrounded by slopes less than 25% on all sides of said area.

Then, proposed code section 10-1.1611 defines density as “dwelling units per acre of contiguous buildable area.”
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As discussed supra, the Town is only rezoning the three lower-income Housing Element sites (Twin Oaks, St. Nicholas School, Foothill College) at 24 units per acre, as opposed to the 30 units per acre that the Housing Element committed to. However, because the proposed MF/MFO/FMFO zoning calculates the density in a more restrictive manner, the proposed rezoning will actually grant a density well under 24 units per acre.

Based on all these various new constraints, it is entirely unclear whether the lower-income sites will be able to generate the number of units committed to by the Housing Element.

Fair Housing Implications
The proposed rezoning fails to meet the Town’s fair housing obligations.

First, carving back the Twin Oaks Court site in order to thwart a proposed mixed-income housing development would establish a clear pattern of discrimination against multifamily and affordable housing, and it would also fail to affirmatively further fair housing. The change would be clearly contrary to the Town’s adopted plan to affirmatively further fair housing. Removing more than 10 acres of the site, and reducing the density from 30 to 24 acres, would dramatically reduce the ability of the site to produce housing affordable to lower-income households.

Local governments have an obligation under California to refrain from any actions that would discriminate against protected classes, or against the “intended occupancy of any residential development by persons or families of very low, low, moderate, or middle income.” (Gov. Code, § 65008, subs. (a)(3), (b)(1)(C), and (b)(2)(B).) CalHDF addressed the fair housing implications of carving back the Twin Oaks Site more thoroughly in our September 12, 2025 letter to HCD (attached).

Second, the proposed multifamily development standards establish a maximum average gross floor area per dwelling unit standard of 750 square feet. Because this is maximum average square footage, the average maximum floor area per dwelling unit will be approximately 600 square feet, due to the need for circulation space and common areas.

Beyond this, the zoning establishes a requirement for 100 square feet of common recreation space per dwelling unit, some of which would likely be in the form of exercise rooms or other common spaces. This will require projects to be predominantly studios and one-bedroom apartments, resulting in disparate impact against families with children.

Local governments have an obligation under California to refrain from any actions that would discriminate against protected classes based on protected characteristics (Gov. Code, 9 of 11

Page 895 of 1024 ends

§ 65008, subs. (a)(1)(A). One such protected characteristic is familial status. (Gov. Code, § 12955 subd. (a).)
By forcing the units in these developments to be, on average, predominantly studios and one-bedrooms, the Town will make it vastly more challenging to develop housing units that are large enough to accommodate families with children. It is not surprising that the Town is engaging in this practice, given that the addition of lower-income children to the local school district is often highly opposed by the residents of high-income communities across the state and country.

Both local governments and California state agencies are tasked with affirmatively further fair housing, requiring “meaningful actions, in addition to combating discrimination, that overcome patterns of segregation and foster inclusive communities free from barriers that restrict access to opportunity based on protected characteristics.” (Gov. Code, § 8899.50, subd. (a)(1).) The obligation to affirmatively further fair housing works in conjunction with, and independently of, local government’s housing element obligations. Local governments are required to include a plan to affirmatively further fair housing as part of a compliant housing element, and are required to carry out this plan and other policies consistent with their obligation to affirmatively further fair housing. (Id., § 65583, subd. (a)(3), (b)(1).) The Town’s proposed rezoning therefore fails to meet its obligations under state fair housing law and housing element law.
⧫ ⧫ ⧫
The Town’s proposed rezoning is a transparent effort to thwart the Twin Oaks project, which would be the first genuine mixed-income housing proposal (and first deed-restricted affordable units) in the Town’s history. This rezoning would violate both Housing Element Law and state fair housing law. By actively sabotaging mixed-income development, the Town is acting to continue to exclude marginalized racial and ethnic groups from the community.

The Town’s history of building exclusively large, expensive single-family homes on one-acre lots compounds these concerns. The Town should reject this proposed rezoning and instead implement its Housing Element in accordance with state law.

CalHDF is a 501(c)3 non-profit corporation whose mission includes advocating for increased access to housing for Californians at all income levels, including low-income households.

You may learn more about CalHDF at www.calhdf.org.
10 of 11

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Sincerely,
Dylan Casey
CalHDF Executive Director
James M. Lloyd
CalHDF Director of Planning and Investigations
11 of 11

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“CalMatters is my lifeline to understand the policies, power and people shaping our state.” —CalMatters member Nalini Lasiewicz of La Cañada Flintridge
An aerial photo near Los Altos Hills, in 2014. Photo by Jewel Samad, AFP via Getty Images Politics Immigration Housing Education Economy Environment California Voices Digital Democracy Impact

HOUSING
Why this wealthy Bay Area suburb is at the center of the next big fight over California housing

BY BEN CHRISTOPHER
OCTOBER 8, 2025
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IN SUMMARY
Los Altos Hills agreed to legalize some apartment buildings. State housing regulators agreed. Nearly two years later, the town wants the state to reconsider.

In January 2023, the town council of Los Altos Hills, a mansion-studded bedroom community perched above Silicon Valley, reluctantly voted to legalize some apartment buildings.

It was a historic vote. Incorporated in 1956 by well-to-do hill dwellers trying to keep out the encroaching urbanity of nearby cities, the town’s “country residence zoning” rules only permit the construction of one type of building: Single-family homes, and no more than one per acre.

But town officials felt they had no choice. Bowing to state mandates to plan for more residential development, they zeroed in on three sites with apartment potential. The most promising of the three was Twin Oaks Court, a cluster of lots on a dead-end street sprouting from a frontage road along the I-280 freeway. State housing regulators signed off on the plan that spring.

Now, with a project proposed at Twin Oaks that would include the town’s first-ever affordable housing units, Los Altos Hills is having second thoughts.

Earlier this summer, the town council voted to amend its state-mandated development plan, cutting the number of new homes that could be legally crammed onto the site by nearly two-thirds.

Town officials and many local residents say the proposed changes to the municipal land-use blueprint, known as a housing element, still meet the letter of the state’s planning requirements while capping would-be development at a scale better suited to the town’s rural character and consistent with the intent of the original plan.

Packing hundreds of new residences along a narrow access road out of town is “totally inappropriate,” said Michael Grady, a retired lawyer who lives near the Twin Oaks site and who created an online petition calling on the town to revise its original plan. He said development at the densities initially permitted would snarl emergency access to and from the area, turbocharge traffic and disrupt local wildlife.

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community trying to evade state housing law and their obligations to make space for new residents, including those with lower incomes. The typical price of a home in the town currently tops $5.5 million, according to Zillow.
“Local agencies should not be allowed to amend their housing elements the moment that they are confronted with a real housing development project,” the California Housing Defense Fund, a legal advocacy group that regularly sues cities for violating state housing laws, wrote in a letter to the California Department of Housing and Community Development last month.

As far back as 2018, state housing department regulators, newly emboldened by a raft of California laws, have been sparring with municipalities over their state-mandated plans to make way for more houses and apartments. These battles have taken the form of lawsuits, threats of funding cuts and, in some cases, cities losing authority over local development entirely. Now, years into the process, most of California’s cities and towns have housing elements in place with the state’s certification.

The local tussle over Twin Oaks Court shows that getting the housing department’s seal of approval isn’t the end of the fight, but possibly the beginning of a new one.

California housing regulators are slated to respond to the town’s proposed changes later this week. ‘Testing the waters’
Cities across the state have reason to watch and see how things play out.

After receiving housing department certification for its housing plan in 2024, Carmel, a picturesque beach town in Monterey County, almost immediately got to work trying to change it. The main goal: remove cityowned parking lots from the city’s list of potential affordable housing sites and replace them with less politically controversial alternatives.

The town has yet to submit an amended version of its plan with the state, but has formed a working group composed of town staff and a group of local activists opposed to development on the lots.

South Pasadena has likewise submitted its own amendment to reduce the number of new homes allowed, citing a calculation error that led to the original plan providing far more capacity than is required by law.

Other affluent towns have sought out similar changes in the past — with mixed results.

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Earlier this summer, Rancho Palos Verdes in south Los Angeles County considered removing a handful of parcels from its state-approved list of developable properties. The town argued that its original plan included more development capacity than was strictly required under state law, so trimming the sites — including one with a proposed cluster of townhomes — was perfectly legal. The town eventually backed down in the face of threatened litigation.

In May, Sausalito, a well-heeled suburb overlooking the San Francisco Bay, succeeded where Rancho Palos Verdes failed. The town amended its state-approved housing plan, reducing the amount that can be built at the site of a controversial condo project. The housing department approved the changes. “We’re in the ‘testing the waters’ phase,” said Matt Gelfand, an attorney with Californians for Homeownership, which sues cities in Southern California for failing to plan or zone for enough housing. “If some smaller cities can get away with it, it’s going to be something that is employed by more cities.” In evaluating each city’s proposed changes, the state housing department is tasked with distinguishing proposed amendments that fix legitimate flubs or that make reasonable alterations to existing plans from those made in bad faith in order to delay or quash proposed developments.

The developers behind the Twin Oaks Court site clearly see Los Altos Hills’ new plan as the latter. “I don’t think that is what the housing element amendment process is supposed to be for,” said Brian O’Neill, a lawyer representing the group of developers operating under the business name Twin Oaks Court LLC. “It is supposed to be for looking at and strengthening your housing policies, not as a method to kill housing projects.”
“The Town chose to pursue an amendment to its certified Housing Element to better align planned development with our commitments to the state, the region, and our community,” Jay Bradford, the town’s Community Development Director, said in an email. “There were concerns raised by nearby residents and the community regarding potential development densities that could be accommodated at the site.” California is about to have a massive fight over taxes. Here’s why Los Angeles is the frontline
OCTOBER 6, 2025
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How much is enough?
Local governments across California are on the hook under state law to plan for more than 2.5 million new homes before the end of the decade. Los Altos Hills’ share is 489.

In trying to hit that target, the town leaned heavily on Twin Oaks. The site had a “realistic capacity” of 92 units, the plan noted. But the town’s specific proposal to rezone the parcels allowed for considerably denser development: Upwards of 250.

Meanwhile, the other two sites identified as possible multifamily developments — campuses of the Saint Nicholas Catholic School and Foothill College — never looked especially promising.

The Diocese of San José, owner of the catholic school site, has “no intention of developing or selling” any part of the school, said spokesperson Cynthia Shaw. “Legal counsel clearly conveyed the Diocese’s opposition to the Town’s submission of the housing plan in 2022.”
The Foothill College district initially expressed interest in building on-site housing for faculty and staff, but recently opted to purchase an apartment complex in nearby Mountain View instead.

Earlier this year, Twin Oaks Court LLC took the town up on its state-certified plan. The group filed a preliminary development application that maxed out the capacity of the site — and then some. Making use of a series of state laws that let developers pack in more units if a certain share are for lower-income tenants, the project proposed building 598 homes.

Density-averse town residents panicked.
“This is exactly what we’ve been asking you to protect us from,” local resident Martha Bowden said, excoriating the town council after details of the proposal emerged in February. “This would be a disaster.” “They shouldn’t get to weasel out of what they promised on the basis that they just noticed steep land is steep.”
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“This is illustrative of exactly why I’ve been saying for over a year and a half that the housing element as drafted is a time bomb,” said Grady, the petition organizer.

Not every spectator agreed.
“After the housing element was accepted, residents and the council were wailing, ‘but it’s steep at Twin Oaks,’” said Anne Paulson, who has attended town hall meetings as a member of the Los Altos Affordable Housing Alliance. “They nevertheless chose those sites, instead of flatter sites down the hill. They shouldn’t get to weasel out of what they promised on the basis that they just noticed steep land is steep.” The Twin Oaks developers have since reined in their plans. Their latest proposal includes a cluster of 334 single-family modular homes, including 56 set aside for lower-income residents. But that proposal is still bigger and denser than what would be allowed under the town’s amended housing plan, which cuts the number of allowable units to 92, the “realistic capacity” figure included in the original housing plan.

That makes the new plan squarely consistent with state law, said Bradford. The remaining housing capacity needed to hit the state’s target of 489 can still be met through a combination of the two school sites and less clustered development, like accessory dwelling units.

The proposed changes to the housing element “continue to affirm the projected unit yield of 92 units. It does not serve to reduce the site’s development capacity,” Bradford said. “The Town is also committed to its other multifamily sites, though these institutional properties remain subject to the decisions of their respective stakeholders. Priorities may change over time, and while development may not occur immediately, the Town continues to create opportunities for future housing through rezoning efforts.” Pro-development advocates disagree. Housing regulators signed off on the town’s housing plan two years ago.

Since then, the two proposed school sites have not been developed and more evidence has emerged to suggest that they won’t be anytime soon.

Cities are “going to have to demonstrate, with substantial evidence, that these sites are likely to be developed…(despite) years of history demonstrating that there hasn’t been very much development,” said Gelfand with Californians for Homeownership. Municipal governments are “fantasizing” that they “can just take some sites off of our sites inventory and then just assume that the remaining sites are still valid just as they were a couple years ago. But that’s not how it works.” Whether that is or isn’t how it works will ultimately depend on what state housing regulators decide.

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____________
Buyer’s Initials
____________
Seller’s Initials
______________________________________________________________________________ PSA – MVWSD & FHDACCD (699 N. Shoreline; APN 153-24-027) Page 1 4901-8247-7152v2/024031-0027
Assessor's Parcel No.(s): 153-24-027
County: Santa Clara

PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement (“Agreement”) is entered as of September ___, 2025, (“Effective Date”) by and between the Mountain View Whisman School District (“MVWSD” or “Seller”), and Foothill-De Anza Community College District (“FHDACCD” or “Buyer”). MVWSD and FHDACCD are California public entities located in the County of Santa Clara. Parties may be individually referred to herein as a “Party“ or collectively as “Parties.”

RECITALS
A. WHEREAS, MVWSD is the fee simple owner of the property, which includes a 144-unit residential apartment building, located at 699 North Shoreline Boulevard, in the City of Mountain View, California and County of Santa Clara, with the assessor parcel number (“APN") 153-24-027 and as more specifically described below and in Exhibit A, attached and made a part hereto ("Property").

B. WHEREAS, the Property is adjacent to and was developed as part of an integrated residential apartment complex with the Property and the adjacent parcel owned and developed by Mountain View Owner LLC consisting of 572 market-rate residential units, for a total of 716 residential units, subterranean parking structure (“Parking Garage”) and certain amenities (“Master Development”) and subject to that certain Agreement by and Among the City of Mountain View, Mountain View Owner, LLC, and Mountain View Wishman School District, Regarding the Provision of Affordable Rental Housing Units for A Residential Project Located at 777 West Middlefield Road (“Agreement for Affordable Rental Housing Units”) dated September 19, 2022 and recorded October 13, 2022 as Document No. 2536075 of Official Records and that certain Declaration of Covenants, Conditions and Restrictions and Establishment of Easements ad Cost Sharing Obligations for 777 West Middlefield (“CC&Rs”) dated November 28, 2022 and recorded December 6, 2022 as Document No. 25411919 of Official Records.

C. WHEREAS, MVWSD intends to sell to FHDACCD, and FHDACCD intends to purchase from MVWSD, an Ownership Interest (as further detailed and defined below) of an undivided thirty-five percent (35%) interest as tenants in common in the Property, including ownership of fifty (50) residential units and a proportionate share of the land, improvements, access to and use of a proportionate share of parking spaces in the Parking Garage, access to and use of all amenities, common areas and appurtenances of the Property, including easements or rights-of-way relating thereto, in the Master Development, of which the Property is a part thereof.

D. WHEREAS, MVWSD warrants it is authorized to sell the Ownership Interest, as defined herein, to FHDACCD.

Page 905 of 1024 ends

____________
Buyer’s Initials
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Seller’s Initials
______________________________________________________________________________ PSA – MVWSD & FHDACCD (699 N. Shoreline; APN 153-24-027) Page 2 4901-8247-7152v2/024031-0027
NOW THEREFORE, in consideration of the covenants and agreements hereinafter set forth MVWSD and FHDACCD agree as follows:

AGREEMENT

1. PROPERTY INTEREST TO BE PURCHASED

1.1 MVWSD agrees to sell and grant to FHDACCD the Ownership Interest in the Property and convey by a grant deed substantially in the form of Exhibit B, attached hereto (the “Grant Deed”).

1.2 Purchase Price: Buyer agrees to pay Fifty-Four Million Four Hundred Fifty Thousand Dollars ($54,450,000.00) (“Purchase Price”) for the Ownership Interest in the Property.

1.3 Deposits, Independent Consideration, and Payment of Purchase Price:

1.3.1 Initial Deposit. Buyer shall deposit Five Hundred Forty-Four Thousand Five Hundred Dollars ($544,500.00) into the escrow within one (1) business day of the Opening of Escrow (as defined below) (“Initial Deposit”). The Initial Deposit shall be deposited into an interest-bearing account.

1.3.2 Second Deposit. If Buyer, in its sole and absolute discretion, elects to proceed with the purchase of the Property, then Buyer shall deposit a second deposit in the sum of Five Hundred Forty-Four Thousand Five Hundred Dollars ($544,500.00) into the escrow within two (2) business days of the delivery of the “Approval Notice” as defined below (the “Second Deposit”). The Second Deposit shall be deposited into an interest-bearing account with the Initial Deposit and the Initial Deposit and the Second Deposit shall be referred to as the “Deposit.” If the sale of the Property is consummated, 100% of the Deposit, with interest, shall be credited against the Purchase Price.

1.3.3 Independent Contract Consideration. A portion of the Initial Deposit in the sum of $100.00 (the “Independent Contract Consideration”) has been bargained for and agreed to as consideration for Buyer’s exclusive right to purchase the Property and the right to inspect the Property during the Feasibility Period provided and defined herein, and for Seller’s execution and delivery of this Agreement. The Independent Contract Consideration is in addition to and independent of all other consideration provided in this Agreement, is non-refundable in all events (notwithstanding anything to the contrary herein), and shall be released to Seller upon Buyer’s deposit of the Initial Deposit into Escrow.

Page 906 of 1024 ends

1.3.4 The remaining portion of the Purchase Price in the amount of Fifty Three Million Three Hundred Sixty-One Thousand One Hundred Dollars ($53,361,100) shall be due and payable by Buyer to Seller at the Close of Escrow (as defined below), subject to the conditions set forth in this Agreement.

2. DEFINED TERMS

2.1 Close of Escrow. The term “Close of Escrow“ or “Closing“ shall mean the consummation of the purchase and sale of the Ownership Interest in the Property by the Parties by payment of the Purchase Price and the recordation of the Grant Deed substantially in the form of Exhibit B attached hereto, the Amendment to Agreement for Affordable Rental Housing Units, which shall be attached hereto as Exhibit C upon final approval of the City of Mountain View, and the Mountain View Whisman School District and Foothill-De Anza Community College District Co-Tenancy Agreement (“Co-Tenancy Agreement”) , which shall be agreed upon by the Parties and attached hereto as Exhibit D, attached hereto in accordance with the terms and provisions of this Agreement, including the “Closing” section herein.

2.2 Day. Unless otherwise indicated, “day” or “Day” shall mean a calendar day.

Opening of Escrow. Within two (2) business days of the Effective Date, Seller shall open an escrow to consummate the purchase of the Ownership Interest in the Property by Buyer with First American Title Company, Attention: Rhonda Watts, 222 De Anza Blvd., San Mateo, CA 94402 and 333 W. Santa Clara Street, Suite #220, San Jose, CA 95113, Phone: 650.356.1731, Cell: 650.822.4026 Email: [email protected] (“Escrow Holder”), and the Seller shall deposit with the Escrow Holder a duly fully executed copy of this Agreement (the “Opening of Escrow”), which shall constitute the joint escrow instructions.

2.3 Ownership Interest (“Ownership Interest”)

2.3.1 Buyer’s Ownership Interest in the Property shall be a thirty-five percent (35%) undivided tenant in common ownership interest. Buyer’s Ownership Interest shall include fifty (50) undesignated units (individually, an “FHDA Unit,” collectively, the “FHDA Units”), identified as to unit types and income levels and other amenities as follows:

2.3.1.1 Two (2) 80% AMI studio apartments,

2.3.1.2 Five (5) 150% AMI studio apartments,

2.3.1.3 Eight (8) 80% AMI one-bedroom apartments,

Page 907 of 1024 ends

2.3.1.4 Twenty-Two (22) 150% AMI one-bedroom apartments,

2.3.1.5 Three (3) 80% AMI two-bedroom apartments,

2.3.1.6 Ten (10) 150% AMI two-bedroom apartments,
Of the FHDA Units, FHDA will have access to 35% of the ADA accessible units.

The specific location of FHDA Units shall be assigned periodically by MWVSD to FHDA for FHDA’s exclusive use and occupancy pursuant to the Master Maintenance and Operations Agreement (“M&O Agreement”), which shall be entered into between the Parties by the Close of Escrow, and the Agreement for Affordable Rental Housing Units, as amended.

2.3.2 As part of Buyer’s Ownership Interest, Buyer shall own and have access to and use of fifty (50) parking spaces located in the Parking Garage (“FHDA Parking Spaces”), the general location of which is as shown in Exhibit A.

2.3.3 As part of Buyer’s Ownership Interest, Buyer shall have full access to and the use and enjoyment of all amenities that are part of the Master Development and appurtenant to the Property subject to: Section 2.3.4 below; the Agreement for Affordable Rental Housing Units, as amended; the CC&R’s; other matters of record that are identified encumbrances herein; and the M&O Agreement.

2.3.4 Seller’s and Buyer’s ownership interests in the Property shall be subject to the Agreement for Affordable Rental Housing Units, as amended, the Co-Tenancy Agreement, the M&O Agreement, CC&Rs and other matters of record, subject to Section 3.3.

2.4 Title Policy. The term “Title Policy“ shall mean the American Land Title Association (“ALTA”) owner's standard (or extended if applicable) coverage policy of title insurance to be issued by the Title Company upon the Close of Escrow pursuant to the terms of this Agreement.

3. DUE DILIGENCE; MARKETING; "AS-IS" PURCHASE; RELEASE OF SELLER.

3.1 Due Diligence. Close of Escrow shall be subject to Buyer’s determination of the suitability of the Property for Buyer’s intended use in Buyer’s sole and absolute discretion. Buyer shall have ten (10) days from the Opening of Escrow (the “Due Diligence Period”) to determine the suitability of the Property. Prior to 5:00 p.m. (local time) on the last day of the Due Diligence Period (the “Due Diligence

Page 908 of 1024 ends

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Buyer’s Initials
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Seller’s Initials
______________________________________________________________________________ PSA – MVWSD & FHDACCD (699 N. Shoreline; APN 153-24-027) Page 5 4901-8247-7152v2/024031-0027
Deadline”), Buyer shall either approve or disapprove the suitability of the Property. Buyer’s failure to deliver to Seller written notice approving the suitability of the Property (the “Notice of Due Diligence Approval” or “Notice to Proceed”) on or before the Due Diligence Deadline shall constitute Buyer’s disapproval, whereupon this Agreement and the Escrow shall automatically terminate, and Seller and Escrow Holder shall immediately return the Initial Deposit to Buyer, all without further instructions from Seller or Buyer, and neither Seller nor Buyer shall have any further rights or obligations under this Agreement.

3.2 Sellers Documents. Within two (2) business days of execution of this Agreement, Seller shall provide Buyer with copies of any of the following reports that Buyer has in its possession: proforma title policies, surveys, reports, environmental inspections, soil or geological reports, information concerning the most recent property taxes, land use entitlements for the Master Development, below market rate housing restrictions; zoning restrictions on the use of the Property, appurtenant easements, and other documents that Seller may have in its possession pertaining to the Property (“Diligence Materials”). Buyer shall review and inspect the Diligence Materials and shall provide the Seller a Notice to Proceed on or before the Due Diligence Deadline.

3.3 Title. Within two (2) business days after the Opening of Escrow, Seller shall cause the Title Company to issue a current preliminary title report with respect to the Property, accompanied by legible copies of all documents referred to in the report. Within two (2) business days after Buyer’s receipt of the preliminary title report, Buyer shall provide notice to Seller of any objections that Buyer has with respect to the exceptions to title listed in the preliminary title report. Seller shall have two (2) business days from the date of notice to (i) cure any exceptions to which Buyer objects, (ii) agree to cause such exception removed or eliminated prior to or at the Closing, to the reasonable satisfaction of Buyer, unless a longer period is mutually agreed by Parties, or (iii) decline to cure any Buyer title objections. If Buyer’s objection to any exception to title cannot be removed or eliminated to the reasonable satisfaction of Buyer, prior to the Due Diligence Deadline, Buyer may elect to cancel escrow and terminate this Agreement and thereafter, the Deposit shall be returned to Buyer. If Seller declines to cure any or all of Buyer’s title objections, then Buyer shall have the right to terminate this Agreement on or before the Due Diligence Deadline and the Deposit shall be returned to Buyer. If Buyer provides the Seller and Escrow Holder a Notice to Proceed as set forth in this Agreement and approves the condition of the Property on or before the Due Diligence Deadline, Buyer shall be deemed to have waived any prior title objections to which Seller declined to cure. Buyer shall not be required to object to deeds of trust, mortgages, mechanics’ liens, judgments or other monetary liens encumbering the Property,

Page 909 of 1024 ends

Notwithstanding the foregoing, neither (i) the Title Company’s standard printed exceptions; (ii) matters affecting title created by or with the consent of Buyer; nor (iii) liens to secure taxes and assessments not yet due and payable shall give rise to any objection to title by Buyer. Additionally, the Title Policy shall contain such endorsements, if any, as Buyer may negotiate with Title Company on or before the Due Diligence Deadline. Seller will provide the Title Company with a customary and reasonable owner’s affidavit permitting the Title Company to provide extended coverage to Buyer on the Property. Evidence of title to the Property shall be the issuance at the Close of Escrow by Title Company of a standard ALTA owner's coverage policy of title insurance, or extended ALTA owner’s coverage of title insurance at Buyer’s option and additional expense for said extended owner’s coverage) insuring title to the Property and containing such endorsements as Buyer shall request (if any), as the same shall be negotiated by Buyer with Title Company on or before the Due Diligence Deadline.

3.4 Marketing. From the Effective Date until Close of Escrow, Buyer may accept and process housing applications from qualified FHDA staff for FHDA Units and Seller, at no cost or expense to Seller, will cooperate as requested by Buyer to allow FHDA staff to take occupancy of FHDA Unit as soon as practical after Close of Escrow.

3.5 "AS-IS" PURCHASE. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT

SELLER IS SELLING AND BUYER IS PURCHASING AN OWNERSHIP INTEREST IN THE PROPERTY ON AN "AS-IS WITH ALL FAULTS" BASIS. SELLER SHALL OFFER NO

CREDITS TO THE PURCHASE PRICE TO OFFSET ANY POTENTIAL MITIGATION OF

SOILS, UTILITIES, ENVIRONMENTAL, WETLANDS OR ANY OTHER CONDITION AFFECTING THE PROPERTY. EXCEPT FOR THE REPRESENTATIONS, WARRANTIES

AND COVENANTS OF SELLER IN THIS AGREEMENT, BUYER IS RELYING SOLELY ON

ITS INDEPENDENT INVESTIGATION AND NOT ON ANY REPRESENTATIONS OR

WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER

AS TO ANY MATTERS CONCERNING THE PROPERTY, ITS SUITABILITY FOR BUYER'S INTENDED USES OR ANY OF THE PROPERTY CONDITIONS. SELLER DOES NOT

GUARANTEE THE LEGAL, PHYSICAL, GEOLOGICAL, ENVIRONMENTAL OR OTHER

CONDITIONS OF THE PROPERTY, NOR DOES IT ASSUME ANY RESPONSIBILITY FOR

THE COMPLIANCE OF THE PROPERTY OR ITS USE WITH ANY STATUTE, ORDINANCE OR REGULATION. IT IS BUYER'S SOLE RESPONSIBILITY TO

DETERMINE ALL BUILDING, PLANNING, ZONING AND OTHER REGULATIONS RELATING TO THE PROPERTY AND THE USES TO WHICH IT MAY BE PUT.

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3.6 Release of Seller. As part of its agreement to purchase the Property in its "AS-IS WITH ALL FAULTS" condition, and except for the representations, warranties and covenants of Seller in this Agreement, Buyer, on behalf of itself and its successors and assigns, waives any right to recover from, and forever releases and discharges Seller and their respective members, trustees, staff, heirs, successors, legal representatives and assigns, from any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys' fees and costs) (collectively the “Claims”), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) Buyer’s past, present and future use of the Property, (ii) the physical, geological or environmental condition of the Property, including, without limitation, any Hazardous Material in, on, under, above or about the Property, and (iii) any federal, state, local or administrative law, rule, regulation, order or requirement applicable thereto, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA," also commonly known as the "Superfund" law), as amended by Superfund Amendments and Reauthorization Act of 1986 ("SARA") (42 U.S.C. Sections 9601-9657), the Resource Conservation and Recovery Act of 1976, as amended by the Solid Waste and Disposal Act of 1984 (collectively, "RCRA") (42 U.S.C. Sections 6901-6987), the Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977 (collectively the "Clean Water Act") (33 U.S.C. Section 1251 et seq.), the Toxic Substances Control Act ("TSCA") (15 U.S.C. Sections 2601-2629), the Hazardous Materials Transportation Act (49 U.S.C. Section 1801 et seq.), the Carpenter-PresleyTanner Hazardous Substance Account Law (commonly known as the "California Superfund" law) (California Health and Safety Code Sections 25300-25395), the Hazardous Waste Control Act (California Health and Safety Code Section 25100 et seq.), the Hazardous Materials Release Response Plans and Inventory Law (commonly known as the "Business Plan Law") (California Health and Safety Code Section 25500 et seq.), the Porter-Cologne Water Quality Control Act (California Water Code Section 13000 et seq.), and the Safe Drinking Water and Toxic Enforcement Act of 1986 (commonly known as "Proposition 65") (California Health and Safety Code Section 25249.5 et seq.). As used in this Agreement, the term “Hazardous Materials” means hazardous substances, hazardous waste, hazardous materials, toxic substances, contamination, pollution and words of similar import which are located in, on, under or about the Property, giving those terms the broadest meaning as accorded by statutes, regulations and/or court decisions in the federal or State jurisdictions in which the Property is located.

In connection with the foregoing release, Buyer expressly waives the benefits of Section 1542 of the California Civil Code, which provides as follows:

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A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO

EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE

AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY

AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

BY PLACING ITS INITIALS BELOW, BUYER SPECIFICALLY ACKNOWLEDGES AND CONFIRMS

THE VALIDITY OF THE RELEASES MADE ABOVE AND THE FACT THAT BUYER WAS

REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THE ABOVE RELEASES.

BUYER’S INITIALS: ________________

4. CONDITIONS PRECEDENT.

4.1 Buyer's Conditions Precedent. Buyer's obligation to purchase the Property from Seller is conditioned upon the following:

4.1.1 Buyer's approval of Due Diligence in accordance with the Section “Due Diligence.”

4.1.2 Seller’s and Buyer’s approval of the Property Description and Ownership Interest prior to expiration of the Due Diligence Period.

4.1.3 Buyer’s approval of the Approved Conditions of Title during the Due Diligence Period.

4.1.5 Buyer’s approval of the M&O Agreement.

4.2 Seller's Conditions Precedent. The following are conditions precedent to Seller's obligation to sell the Property to Buyer ("Seller's Conditions Precedent"):

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4.2.1 Seller’s and Buyer’s approval of the Property Description and Ownership Interest prior to expiration of the Due Diligence Period.

4.2.2 Buyer shall have performed all of its obligations hereunder and all of Buyer's representations and warranties shall be true and correct.

4.2.3 Seller’s approval of the M&O Agreement.

5. SELLER’S WARRANTIES

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5.2 Seller’s Representations and Warranties. Seller warrants and represents to Buyer with respect to the Property, the following representations and warranties:

5.2.1 No Pending Litigation. Seller does not have knowledge of litigation pending that pertains to the Property.

5.2.3 Condemnation. Seller is not aware of any threatened proceedings in eminent domain or otherwise, which would affect the Property or any portion thereof.

5.2.6 Authority of Executing Officer. Each individual executing this Agreement on behalf of Seller is duly authorized to execute and deliver this Agreement on behalf of Seller.

5.2.7 Validity of Seller's Representations and Warranties at Close of Escrow.

The representations and warranties of Seller set forth in this Agreement shall be true on and as of the Close of Escrow as if those representations and warranties were made on and as of such time.

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5.3.1 Terminate this Agreement, and neither Buyer nor Seller shall have any further rights or obligations hereunder; or

5.4.2 One (1) Preliminary Change of Ownership Report (the “PCOR”), for the Property;

5.4.3 A closing statement prepared by Escrow Holder and approved in writing by Buyer; and

5.4.4 Any other documents, instruments or records which are reasonably required by Escrow Holder to Close the escrow and consummate the purchase in accordance with the terms hereof.

5.5 Survival of Representations and Warranties. All representations and warranties of Seller contained herein shall survive the Close of Escrow or termination of this Agreement.

6. BUYER'S REPRESENTATIONS AND WARRANTIES

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6.2 Buyer Authority to Execute Agreement. Buyer has the legal right, power, and authority to enter into this Agreement, to consummate the transactions contemplated hereby.

6.3 Authority of Executing Officer. Each individual executing this Agreement on behalf of Buyer is duly authorized to execute and deliver this Agreement on behalf of Buyer.

6.4.1 Seller’s Grant Deed in recordable form;

6.4.2 One (1) PCOR, for the Property;

6.4.3 A closing statement prepared by Escrow Holder and approved in writing by Buyer;

6.4.4 Amendment to Agreement for Affordable Rental Housing Units in recordable form;

6.4.5 Fully executed Co-Tenancy Agreement;

6.4.6 M&O Agreement; and

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6.4.7 Any other documents, instruments or records which are reasonably required by Escrow Holder to Close the escrow and consummate the purchase in accordance with the terms hereof.

6.5 Survival of Representations and Warranties. All representations and warranties of Buyer contained herein shall survive the Close of Escrow or termination of this Agreement.

7. CLOSING

7.2 Other Documents. As required, Seller shall prepare or obtain the following documents within five (5) Days after the date of Opening of Escrow:

7.2.1 Two originals of a Natural Hazard Disclosure Statement, for the Property;

7.2.2 One Seller's Affidavit of Non-Foreign Status (the “FIRPTA Affidavit”), for the Property;

7.2.3 One Real Estate Withholding Certificate (the “Form 593-C”), for the Property; and

7.2.4 All other documents as are reasonably necessary for issuance of the required Title Policy.

7.3 Costs and Expenses. Except as otherwise specified in this Agreement, Seller and Buyer shall pay the costs and expenses incurred pursuant to this Agreement as follows:

7.3.2 Buyer shall pay the cost of an ALTA Title Policy if requested by Buyer.

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7.4 Buyer's Fees and Costs. Buyer shall be responsible for paying its own fees and costs associated with the purchase, including but not limited to:

7.4.2 Buyer’s legal costs and consultants' fees associated with consummating the purchase.

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