Menlo Park City Council
December 13, 2022

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after the Gap Payment Termination Date, provided however that if the Hotel is not built but another use, as agreed below, is approved for and occupies the site, the Gap Payment shall be adjusted to be reduced by the amount of annual revenue projected by the City’s economic consultant to result from the alternate use, and if the Gap Payment would thereby be reduced to zero then there shall be no further obligation to make a Gap Payment (“Gap Payment Period”). (2) If the Hotel has not received a certificate of occupancy within twenty-four (24) months after the date that the certificate of occupancy for the sixth office building is issued, Developer and City shall meet and confer to discuss a potential alternative productive and beneficial use for the parcel upon which the Hotel would have been constructed.

The Parties understand and agree that such alternative productive and beneficial use may require further review under CEQA and may require Subsequent Project Approvals including Other Agency Subsequent Project Approvals.
(3) If at the Gap Payment Termination Date the Hotel has not received a certificate of occupancy, then Developer shall make a one-time net present value supplemental payment to the City (the “Supplemental Gap Payment”), which shall be calculated by applying the then in effect Gap Payment amount for a ten (10) year period at a three (3) percent escalation rate over such ten (10) year period and applying a net present value discount rate of seven and one-half percent (7.5%). Developer’s obligation to make a Supplemental Gap Payment shall survive the termination of this Agreement until the obligation is satisfied, and the general survival time frame for public benefits set forth in Section 11.7 shall not apply to this obligation.

H. Willow Road Tunnel. Subject to receipt of all necessary Other Agency Approvals, Developer at its sole election may construct the new bike lanes and pedestrian paths, which would connect to existing facilities and the Bay Trail, as depicted Conceptually in Exhibit E-3 including the tunnel under Willow Road that would provide pedestrian and bicycle access to the Bayfront Area Meta Campuses (“Willow Road Tunnel”). Upon Developer’s request, to the extent necessary to accommodate the Willow Road Tunnel portal and associated improvements, City shall cooperate with Developer in processing and approving a modification to the approved Conditional Development Permit for the Bayfront Expansion Campus in accordance with Section 6.1.1 – 6.1.3 thereof.

I. Community Use of MCS. Subject to Developer’s security protocols and requirements and Developer’s scheduling needs, exercised in good faith, and applicable deed restrictions imposed pursuant to Mitigation Measures in the Project EIR, Developer will provide access to the MCS to the City and/or non-profit or similar community organizations for up to six (6) community events per year (“MCS Community Events”). As part of the periodic review pursuant to Article 6.1, Developer will advise the City of the number of MCS Community Events that occurred in the prior year. Other than providing police services ordinarily provided by the City, City shall have no obligation to provide security or contribute to the cost of security for MCS Community Events pursuant to this Section 5.3I.

J. Generators. If, at the time that generators are purchased, there is commercially available generator technology that is environmentally cleaner than diesel, and commercial generators with that technology can achieve the Project electrical load requirements and work with the electrical and mechanical infrastructure/service of the Project without Ordinance No. XXXX

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redesign, then the Project will use that technology if (1) the capital cost is not more than five percent (5%) more expensive (for the generator including any system modifications to accommodate that technology) of the bid price of the diesel generator meeting the project specifications and (2) the annual operational cost will not be more than five percent (5%) more expensive. At least 30 days prior to purchasing, Developer shall provide City with (i) a bid for the generator and any system modifications to accommodate the environmentally cleaner technology and, for purposes of comparison, a bid for a diesel generator and (ii) documentation showing the annual operational costs of the environmentally cleaner technology and, for purposes of comparison, documentation showing the annual operational costs of diesel.

K. Reduction of Daily Office Trips. Prior to issuance of the first building permit for the Project, the Parties will meet and confer to determine potential incentives that could be provided to Developer if Developer were able to further reduce daily office trips by an additional 10-15% below the trip cap set forth in the Project Approvals.

Section 5.4 Maintenance of Publicly Accessible Open Space. Except as provided in Section 5.5 below, Developer or another entity controlled by Meta, or an owners’ association to be formed by Developer, shall own, operate, maintain and repair the Publicly Accessible Open Space in good and workmanlike condition, and otherwise in accordance with all Applicable Laws and any Project Approvals, all at no cost to City.

Section 5.5 Maintenance of Elevated Park Segment Over Willow Road and Willow Road Tunnel. If constructed, City shall own and Developer shall maintain and insure the Elevated Park Segment Over Willow Road and the Willow Road Tunnel at its sole cost and expense pursuant to agreements to be executed prior to construction of the Elevated Park Segment Over Willow Road and the Willow Road Tunnel, respectively. City shall have no obligation to fund maintenance of the Elevated Park Segment Over Willow Road and the Willow Road Tunnel. City shall have no liability for any Claims relating to the construction, condition, or maintenance of the Elevated Park Segment Over Willow Road or the Willow Road Tunnel except to the extent resulting from the gross negligence or willful misconduct of City. At Developer’s sole cost and expense, Developer shall remove or replace the Elevated Park Segment Over Willow Road and the Willow Road Tunnel at the end of their respective useful lives.

Section 5.6 Sales Tax Point of Sale Designation. Developer shall use commercially reasonable efforts to the extent allowed by law to require all persons and entities providing bulk lumber, concrete, structural steel and pre-fabricated building components, such as roof trusses, (“Specified Materials”) to be used in connection with the initial construction and development of, or incorporated into, the Project (excluding (i) any subsequent remodeling or construction on the Property following final building permit sign off for each building to be constructed as part of the Project and (ii) furnishings, equipment, and personal property), to (a) obtain a use tax direct payment permit; and either (b) elect to obtain a subcontractor permit for the job site of a contract valued at Five Million Dollars ($5,000,000) or more or (c) otherwise designate the Property as the place of use of the Specified Materials used in the construction of the Project in order to have the local portion of the sales and use tax distributed directly to City instead of through the county-wide pool. Developer shall instruct each of its subcontractors subject to this Section 5.6 to cooperate with City in its efforts to ensure the full local sales/use tax for the Ordinance No. XXXX

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Specified Materials is allocated to City. To assist City in its efforts to ensure that the full amount of such local sales/use tax is allocated to the City, Developer shall provide City with an annual spreadsheet, which includes a list of all subcontractors subject to this Section 5.6, a description of all applicable work, and the dollar value of such subcontracts. City may use said spreadsheet to contact each subcontractor who may qualify for local allocation of use taxes to the City.

Section 5.7 BMR Housing True Up Payment. If following Commencement of Construction, Developer has no active building permits or has not passed any of the inspections required in connection with the building permits issued to Developer for a period of three (3) years for reasons other than a Force Majeure Delay (“Pause of Construction”) and the number of “BMR Units” actually constructed at such point is less than the Proportionate Required BMR Units, as calculated below, then Developer shall pay a “BMR Housing True Up Payment” as provided in this Section 5.7. The BMR Housing True Up Payment shall be calculated as follows: (1) determine the then required number of BMR Units (the “Proportionate Required BMR Units”) by (a) multiplying the total number of residential units constructed to date by fifteen percent (15%) (the “Inclusionary Units”) and (b) adding the number of any required additional BMR Units correlated to commercial space constructed to date based on the value of the commercial in-lieu fee at the rate in effect as of the Effective Date using the same methodology that was used to determine the total number of BMR Units correlated to all commercial space in the Project at full buildout (the “Linkage Equivalent Units”) (the sum of the Inclusionary Units and Linkage Equivalent Units equals the Proportionate Required BMR Units); (2) subtract the number of BMR Units constructed to date from the Proportionate Required BMR Units (the resulting difference shall be referred to herein as the “Fee Paid BMR Units”); and (3) multiply the number of Fee Paid BMR Units by Five Hundred Thousand Dollars ($500,000), subject to any annual escalator that is applied to the below market rate commercial linkage in-lieu fee in effect as of the Effective Date, with the resulting product being the amount of the BMR Housing True Up Payment. The BMR Housing True Up Payment shall be paid to the City and the City shall hold the BMR Housing True Up Payment in a segregated account and no portion of the BMR Housing True Up Payment shall be deposited into the City’s Below Market Rate Housing Fund. City shall not spend any portion of the BMR Housing True Up Payment for any purpose for a period of three (3) years following the City’s receipt of the BMR Housing True Up Payment (the “BMR Fee Holding Period”). If Developer secures an additional building permit and Commences Construction or passes an inspection required in connection with Developer’s building permits (“Resumption of Construction”) prior to the expiration of the BMR Fee Holding Period, then the City shall return the BMR Housing True Up Payment to Developer and Developer shall construct all future BMR Units to be constructed on site as described in the Project Approvals. In the event that a Resumption of Construction does not occur within the BMR Fee Holding Period, then the City may use the BMR Housing True Up Payment for affordable housing purposes as permitted under the City’s Below Market Rate Housing Program, and Developer shall have no further obligation to construct any of the Fee Paid BMR Units and Developer shall only be obligated to construct future required BMR Units on site (i.e., the proposed number of BMR Units in the project less the number of BMR Units constructed previously and the Fee Paid BMR Units). If there is a Resumption of Construction after the BMR Fee Holding Period, and the City Council and/or City Manager have not approved expenditure of the BMR Housing True Up Payment for a specific affordable housing project or program, then Developer may request that the BMR Housing True Up Payment be returned to Developer. Upon receipt of said request, Developer and City shall meet and confer regarding Ordinance No. XXXX

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any planned or proposed use by the City of the BMR Housing True Up Payment. Following said meet and confer, Developer may, in its sole discretion, confirm its request that the BMR Housing True Up Payment be returned to Developer, in which case the City shall return the BMR Housing True Up Payment to Developer and Developer shall construct all future BMR Units to be constructed on site as described in the Project Approvals. If there is another Pause of Construction after any Resumption of Construction, Developer shall be obligated to make another BMR Housing True Up Payment calculated pursuant to this Section 5.7.

Section 5.8 Hamilton Avenue Realignment. Subject to receipt of all necessary Other Agency Approvals, Developer shall realign Hamilton Avenue in accordance with the Project Approvals. Developer shall make good faith efforts to obtain such Other Agency Approvals for the realignment of Hamilton Avenue. In the event Developer does not receive such Other Agency Approvals, Developer shall provide written notice to City and Developer shall be permitted to construct the Project, as reconfigured in accordance with Sheet G4.08 of the Willow Village Master Plans.

ARTICLE 6 ANNUAL REVIEW
Section 6.1 Periodic Review.

A. As required by California Government Code Section 65865.1 and the Development Agreement Regulations, City and Developer shall review this Agreement and all actions taken pursuant to the terms of this Agreement with respect to the development of the Project every twelve (12) months to determine good faith compliance with this Agreement.

Specifically, City’s annual review shall be conducted for the purposes of determining good faith compliance by Developer with its obligations under this Agreement.

B. The annual review shall be conducted as provided in the Development Agreement Law and City’s Development Agreement Regulations as follows:
(1) The Director of Community Development shall provide each Developer notice of an annual review hearing before the Planning Commission, which shall be scheduled at least thirty (30) days after the date of the notice. The notice shall, to the extent required by law, include a statement that any review may result in amendment or termination of this Agreement. At said hearing, each Developer must demonstrate, and shall bear the burden of proof of, good faith compliance with the terms of this Agreement. The Planning Commission shall determine upon the basis of substantial evidence whether or not a Developer has complied in good faith with the terms and conditions of this Agreement. The decision of the Planning Commission may be appealed to the City Council. Each Developer shall be responsible for its own Annual Review process; provided, however, that multiple Annual Reviews may occur at the same Planning Commission hearing. In accordance with Section 10.2, no default of one Developer shall have any effect on the compliance of a different Developer. (2) If the Planning Commission (if its finding is not appealed) or City Council finds that Developer has not complied in good faith with the terms and conditions of this Agreement, the City shall commence proceedings under ARTICLE 11 by providing a written Notice of Default under Section 11.1 to such Developer describing: (a) such failure and that such Ordinance No. XXXX

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failure constitutes a Default; (b) the actions, if any, required by Developer to cure such Default; and (c) the time period within which such Default must be cured. In accordance with Section

11.1, if the Default can be cured, Developer shall have a minimum of thirty (30) days after the date of such notice to cure such Default, or in the event that such Default cannot be cured within such thirty (30) day period, if Developer shall commence within such thirty (30) day time period the actions necessary to cure such Default and shall be diligently proceeding to complete such actions necessary to cure such Default, Developer shall have such additional time period as may be required by Developer within which to cure such Default. (3) If Developer fails to cure a Default within the time periods set forth above, the City Council may amend or terminate this Agreement as provided below.

C. If, upon a finding under Section 6.1, subsection B of this Agreement and the expiration of the cure period specified in Section 6.1, subsection B without Developer having cured a Default, the City determines to proceed with amendment or termination of this Agreement, the City shall give written notice to Developer of its intention so to do. The notice shall be given at least fifteen (15) days before the scheduled hearing and shall contain:
(1) The time and place of the hearing before the City Council; (2) A statement that City proposes to amend or terminate the Agreement;
(3) Such other information as is reasonably necessary to inform Developer of the nature of the proceeding.

D. At the time and place set for the hearing on amendment or termination, Developer shall be given an opportunity to be heard, and Developer shall be required to demonstrate good faith compliance with the terms and conditions of this Agreement. If the City Council finds, based upon substantial evidence, that Developer has not complied in good faith with the terms or conditions of this Agreement, the City Council may terminate this Agreement pursuant to Section 11.2. The decision of the City Council shall be final, subject to judicial review pursuant to Section 1094.5 of the California Code of Civil Procedure.

E. Failure of City to conduct an annual review shall not constitute a waiver by the City of its rights to otherwise enforce the provisions of this Agreement nor shall Developer have or assert any defense to such enforcement by reason of any such failure to conduct an annual review.

F. If, after an annual review, City finds Developer has complied in good faith with this Agreement, City, promptly following Developer’s request, shall issue to Developer a letter of compliance in recordable form certifying that Developer has so complied through the period of the applicable annual review.

ARTICLE 7 MORTGAGEE PROTECTION
Section 7.1 Mortgagee Protection. This Agreement shall not prevent or limit Developer in any manner, at Developer’s sole discretion, from encumbering the Property or any Ordinance No. XXXX

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portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property (“Mortgage”). This Agreement shall be superior and senior to any lien placed upon the Property or any portion thereof after the date of recording the Agreement, including the lien of any Mortgage. Notwithstanding the foregoing, no breach hereof shall defeat, render invalid, diminish or impair the lien of any Mortgage made in good faith and for value, but all of the terms and conditions contained in this Agreement shall be binding upon and effective against and shall run to the benefit of any person or entity, including any deed of trust beneficiary or mortgagee (“Mortgagee”), who acquires title or possession to the Property, or any portion thereof, by foreclosure, trustee’s sale, deed in lieu of foreclosure or otherwise.

Section 7.2 Mortgagee Not Obligated. Notwithstanding the provisions of Section 7.1 above, no Mortgagee shall have any obligation or duty under this Agreement to construct or complete the construction of the Project, or any portion thereof, or to guarantee such construction or completion; provided, however, that a Mortgagee shall not be entitled to devote the Property to any use except in full compliance with the Project Approvals and this Agreement nor to construct any improvements thereon or institute any uses other than those uses and improvements provided for or authorized by this Agreement and the Project Approvals.

Section 7.3 Notice of Default to Mortgagee; Right to Cure. With respect to any Mortgage granted by Developer as provided herein, so long as any such Mortgage shall remain unsatisfied of record and Mortgagee has provided City with written notice requesting that City send Mortgagee notices of Default and specifying the address for service thereof, the following provisions shall apply:

A. City, upon serving Developer any notice of Default, shall also serve a copy of such notice upon any Mortgagee at the address provided to City, and no notice by City to Developer hereunder shall affect any rights of a Mortgagee unless and until a copy thereof has been so served on such Mortgagee; provided, however, that failure so to deliver any such notice shall in no way affect the validity of the notice sent to Developer as between Developer and City.

B. In the event of a Default by Developer, any Mortgagee shall have the right to remedy, or cause to be remedied, such Default within sixty (60) days following the later to occur of (i) the date of Mortgagee’s receipt of the notice referred to in Section 7.3A above, or (ii) the expiration of the period provided herein for Developer to remedy or cure such Default, and City shall accept such performance by or at the insistence of the Mortgagee as if the same had been timely made by Developer; provided, however, that (a) if such Default is not capable of being cured within the timeframes set forth in this Section 7.3B and Mortgagee commences to cure the Default within such timeframes, then Mortgagee shall have such additional time as is required to cure the Default so long as Mortgagee diligently prosecutes the cure to completion and (b) if possession of the Property (or portion thereof) is required to effectuate such cure or remedy, the Mortgagee shall be deemed to have timely cured or remedied if it commences the proceedings necessary to obtain possession thereof within sixty (60) days after receipt of the copy of the notice, diligently pursues such proceedings to completion, and, after obtaining possession, diligently completes such cure or remedy.

Ordinance No. XXXX

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C. Any notice or other communication which City shall desire or is required to give to or serve upon the Mortgagee shall be in writing and shall be served in the manner set forth in Section 12.5, addressed to the Mortgagee at the address provided by Mortgagee to City.

Any notice or other communication which Mortgagee shall give to or serve upon City shall be deemed to have been duly given or served if sent in the manner and at City’s address as set forth in Section 12.5, or at such other address as shall be designated by City by notice in writing given to the Mortgagee in like manner.

Section 7.4 No Supersedure. Nothing in this Article 7 shall be deemed to supersede or release a Mortgagee or modify a Mortgagee’s obligations under any subdivision or public improvement agreement or other obligation incurred with respect to the Project outside this Agreement, nor shall any provision of this Article 7 constitute an obligation of City to such Mortgagee, except as to the notice requirements of Section 7.3.

Section 7.5 Technical Amendments to this Article 7. City agrees to reasonably consider and approve interpretations and/or technical amendments to the provisions of this Agreement that are required by lenders for the acquisition and construction of the Project on the Property or any refinancing thereof and to otherwise cooperate in good faith, at Developer's expense, to facilitate Developer’s negotiations with lenders.

ARTICLE 8 AMENDMENT OF AGREEMENT AND EXISTING APPROVALS Section 8.1 Amendment of Agreement By Mutual Consent. This Agreement may be amended in writing from time to time by mutual consent of the Parties hereto or their successorsin-interest or assigns, and then only in the manner provided for in the Development Agreement Statute and Development Agreement Regulations.

Section 8.2 Requirement for Writing. No modification, amendment or other change to this Agreement or any provision hereof shall be effective for any purpose unless specifically set forth in a writing that refers expressly to this Agreement and is signed by duly authorized representatives of both Parties or their successors. A copy of any change shall be provided to the City Council within thirty (30) days of its execution.

Section 8.3 Amendments to Development Agreement Statute. This Agreement has been entered into in reliance upon the provisions of the Development Agreement Statute as those provisions existed as of the Agreement Date. No amendment or addition to those provisions that would materially affect the interpretation or enforceability of this Agreement shall be applicable to this Agreement, unless such amendment or addition is specifically required by the California State Legislature or is mandated by a court of competent jurisdiction. In the event of the application of such a change in law, the Parties shall meet in good faith to determine the feasibility of any modification or suspension that may be necessary to comply with such new law or regulation and to determine the effect such modification or suspension would have on the purposes and intent of this Agreement. Following the meeting between the Parties, the provisions of this Agreement may, to the extent feasible, and upon mutual agreement of the Parties, be modified or suspended but only to the minimum extent necessary to comply with such new law or regulation. If such amendment or change is permissive (as opposed to mandatory), this Agreement shall not be affected by same unless the Parties mutually agree in writing to Ordinance No. XXXX

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amend this Agreement to permit such applicability. Developer and/or City shall have the right to challenge any new law or regulation preventing compliance with the terms of this Agreement, and in the event such challenge is successful, this Agreement shall remain unmodified and in full force and effect.

Section 8.4 Amendments to Project Approvals. Project Approvals (except for this Agreement, the amendment process for which is set forth in Section 8.1 through 8.2) may be amended or modified from time to time, but only at the written request of Developer or with the written consent of Developer at its sole discretion. All amendments to the Project Approvals shall automatically become part of the Project Approvals. The permitted uses of the Property or portion thereof, the maximum density and/or number of residential units, the intensity of use, the maximum height and size of the proposed buildings, provisions for reservation or dedication of land for public purposes, the conditions, terms, restrictions and requirements for subsequent discretionary actions, the provisions for public improvements and financing of public improvements, and the other terms and conditions of development as set forth in all such amendments shall be automatically vested pursuant to this Agreement, without requiring an amendment to this Agreement. Amendments to the Project Approvals shall be governed by the Project Approvals and the Applicable Law. City shall not request, process or consent to any amendment to the Project Approvals, or applicable portion thereof, without Developer’s prior written consent in Developer’s sole discretion.

Section 8.5 Administrative Amendments of Project Approvals. Upon the request of Developer for an amendment or modification of any of the Project Approvals (except for this Agreement, the amendment process for which is set forth in Section 8.1 through 8.2 herein, and the Willow Village CDP, the change or amendment process for which is set forth in Section 8 thereof), the City Manager or his/her designee shall determine: (a) whether the requested amendment or modification is minor when considered in light of the Project as a whole; and (b) whether the requested amendment or modification substantially conforms with the material terms of this Agreement and the Applicable Law and may be processed administratively. If the City Manager or his/her designee finds that the requested amendment or modification is both minor and substantially conforms with the material terms of this Agreement and the Applicable Law, the amendment or modification shall be determined to be an “Administrative Amendment,” and the City Manager or his/her designee may approve the Administrative Amendment, without public notice or a public hearing. Without limiting the generality of the foregoing, lot line adjustments, minor reductions in the density, intensity, scale or scope of the Project, minor alterations in vehicle circulation patterns or vehicle access points, variations in the location of structures that do not substantially alter the design concepts of the Project, substitution of comparable landscaping for any landscaping shown on any development plan or landscape plan, variations in the location or installation of utilities and other infrastructure connections and facilities that do not substantially alter design concepts of the Project, and minor adjustments to a subdivision map or the Property legal description shall be deemed to be minor amendments or modifications. Any request of Developer for an amendment or modification to a Project Approval that is determined not to be an Administrative Amendment as set forth above shall be subject to review, consideration and action pursuant to the Applicable Law and this Agreement.

Section 8.6 Operating Memoranda. The provisions of this Agreement require a close degree of cooperation between City and Developer and development of the Property hereunder Ordinance No. XXXX

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may demonstrate that refinements and clarifications are appropriate with respect to the details or timing of performance of City and Developer. If and when, from time to time, during the Term of this Agreement, City and Developer agree that such clarifications are necessary or appropriate, City and Developer may effectuate such clarifications through operating memoranda approved by City and Developer (each, individually an “Operating Memorandum” and collectively “Operating Memoranda”), which, after execution, shall be attached hereto as addenda and become a part hereof, and may be further clarified from time to time as necessary with future approval by City and Developer. No such Operating Memorandum shall constitute an amendment to this Agreement requiring public notice or hearing. The City Manager, in consultation with the City Attorney, shall make the determination on behalf of City whether a requested clarification may be effectuated pursuant to this Section 8.6 or whether the requested clarification is of such a character to constitute an amendment hereof pursuant to Section 8.1 above. The City Manager shall be authorized to execute any Operating Memorandum hereunder on behalf of City.

Section 8.7 Amendment to Incorporate Additional Property. Developer has an equitable reversionary interest in portions of Hamilton Avenue to be abandoned by the City (the “Hamilton ROW Parcel”) and an equitable interest in a portion of a parcel that is owned by Chevron USA (the “Chevron Parcel”) pursuant to an executed purchase and sale agreement between Developer and the owner of the Chevron Parcel. Upon Developer acquiring a fee interest in the Chevron Parcel or the Hamilton ROW Parcel, or both, City and Developer shall enter into an Operating Memorandum to subject the Chevron Parcel or the Hamilton ROW Parcel, or both, to this Agreement and amend the map of the Property attached hereto as Exhibits A-1-1 and A-1-2 and the legal description of the Property attached hereto as Exhibits A-2-1 and A-2-2 to add the Chevron Parcel or the Hamilton ROW Parcel, or both, to the legal description for this Agreement, which Operating Memorandum shall be recorded in the Official Records of San Mateo County.

Section 8.8 CEQA. In connection with its consideration and approval of the Existing Approvals, the City has prepared and certified the Project EIR, which evaluates the environmental effects of the Project, and has imposed all feasible mitigation measures to reduce the significant environmental effects of the Project. The Parties acknowledge that certain Subsequent Project Approvals may legally require additional analysis under CEQA. Nothing contained in this Agreement is intended to prevent or limit the City from complying with CEQA.

In acting on Subsequent Project Approvals, City will rely on the Project EIR to the fullest extent permissible by CEQA. In the event supplemental or additional review is required for a Subsequent Project Approval, City shall limit such supplemental or additional review to the scope of analysis mandated by CEQA and shall not impose new mitigation measures except as legally required.

ARTICLE 9 COOPERATION AND IMPLEMENTATION
Section 9.1 Subsequent Project Approvals. Certain subsequent land use approvals, entitlements, and permits other than the Existing Approvals will be necessary or desirable for implementation of the Project (“Subsequent Project Approvals”). The Subsequent Project Approvals may include, without limitation, the following: grading permits, building permits, sewer and water connection permits, certificates of occupancy, lot line adjustments, site plans, Ordinance No. XXXX

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development plans, land use plans, building plans and specifications, final maps, parcel maps and/or subdivision maps, conditional use permits, variances, architectural control plans, demolition permits, improvement agreements, encroachment permits, and any modifications or amendments to any of the foregoing or any Existing Approvals. At such time as any Subsequent Project Approval applicable to the Property is approved by the City, then such Subsequent Project Approval shall become subject to all the terms and conditions of this Agreement applicable to Project Approvals and shall be treated as a “Project Approval” under this Agreement.

Section 9.2 Scope of Review of Subsequent Project Approvals. In exercising its discretion in connection with consideration of Subsequent Project Approvals, City agrees that City shall not revisit the fundamental policy decisions reflected by the Existing Approvals or impose any Exactions that would conflict with the Applicable City Regulations or the Existing Approvals as set forth in Section 3.1 herein or any Project Approvals unless expressly permitted by Sections 4.3A-D or 9.8.

Section 9.3 Processing Applications for Subsequent Project Approvals.

A. Developer acknowledges that City cannot begin processing applications for Subsequent Project Approvals until Developer submits applications and responses to City comments thereto on a timely basis. Developer acknowledges that for the City to process applications, Developer needs to (i) provide to City in a timely manner and in the manner required under Applicable Law any and all Processing Fees, documents, materials, applications, plans, and other information reasonably necessary for City to carry out its review and processing obligations; and (ii) cause Developer’s planners, engineers, and all other consultants to provide to City in a timely manner and in the manner required under Applicable Law all such documents, applications, plans, information, and other materials required under Applicable Law.

B. Upon submission by Developer of all appropriate applications and Processing Fees for any Subsequent Project Approval, City shall accept, review, and use reasonable efforts to expeditiously process Developer’s applications and requests for Subsequent Project Approvals in connection with the Project in good faith and in a manner that complies with and is consistent with Applicable Law and the Project Approvals and this Agreement. The City shall approve any application or request for any Subsequent Project Approval that substantially complies with and is substantially consistent with the Project Approvals. The Parties shall cooperate with each other and shall use diligent, good faith efforts to cause the expeditious review, processing, and action on the Subsequent Project Approvals. City shall, to the full extent allowed by Applicable Law, promptly and diligently, subject to City ordinances, policies and procedures regarding hiring and contracting, commence and complete all steps necessary to act on Developer’s currently pending Subsequent Project Approval applications including: (i) providing at Developer’s expense and subject to Developer’s request and prior approval, reasonable overtime staff assistance, additional staff and/or staff consultants for processing of Subsequent Project Approval applications as may be necessary to meet Developer’s reasonable schedule considerations; (ii) if legally required, providing notice and holding public hearings; and (iii) acting on any such pending Subsequent Project Approval application.

Ordinance No. XXXX

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C. If City so requests in writing after submittal of an application for a demolition permit, or earlier if otherwise agreed by Developer in its reasonable discretion, Developer shall fund (i) a third party consultant or (ii) a member of City staff that is primarily dedicated to the Project Manager functions under this Section 9.3C (and any time spent on other functions shall not be billed to the Project under this Section), to be selected and retained by City and subject to Developer’s reasonable approval, to assist City in managing the implementation of the Project Approvals and this Agreement as well as facilitating the processing of Subsequent Project Approvals; receive inquiries related to the Project and coordinate with Developer and City departments regarding appropriate responses thereto during development of the Project; and promote accessibility, predictability, and consistency across City departments (the “Project Manager”). Developer shall use commercially reasonable efforts to provide at least ninety (90) days advance written notice of its intent to submit a demolition permit. (1) City shall determine, in City’s reasonable discretion after consulting with Developer, the need for the Project Manager, the initial budget (including a reasonable initial deposit amount to cover initial hiring and reasonable compensation costs, which shall be consistent with market costs for similar services, associated with the Project Manager (the “Initial Deposit”)), the scope of work, and the schedule of work for the Project Manager. Developer shall deposit the Initial Deposit within sixty (60) days of City’s written request. City shall utilize the Initial Deposit to pay for the initial cost of the Project Manager and Developer shall pay future invoices as set forth in Section 9.3C(3) below. At such intervals as the Parties shall agree in writing, subsequent budgets, schedules, and scopes of work for the Project Manager shall be determined by the City in its reasonable discretion after consulting with Developer. City shall provide written notice to Developer prior to entering into any contract with a third party to provide the Project Manager services under this Section 9.3C. (2) In the event that Developer reasonably disputes any budget, scope, schedule, or selection of the Project Manager proposed by City, Developer shall provide written notice to City of its objections and the Parties shall cooperate in good faith to resolve the dispute pursuant to Section 11.6. If the Parties are unable to resolve the dispute, then the Parties shall participate in a mediation to be conducted at the Judicial Arbitration and Mediation Services (JAMS) in San Francisco, CA. The mediation shall be before a single mediator and, unless otherwise agreed by the Parties, shall not exceed two (2) days in length. The costs of any such mediation shall be borne equally by the Parties. If the dispute is not resolved at mediation, the disputed budget, scope, schedule, or selection of the Project Manager proposed by City shall stand and Developer shall have the right to seek mandamus or other equitable relief as may be available under applicable law.
(3) City shall provide Developer on a monthly or quarterly basis (as mutually agreed to by the Parties in writing) an invoice which shall include: the Project Manager’s hourly rate, the number of hours the Project Manager worked on Project activities during the previous month or quarter (as mutually agreed to by the Parties in writing), and a brief, non-confidential description of the work the Project Manager performed on Project activities. Developer shall submit payment of any invoice within sixty (60) days of receipt of City’s invoice.
(4) Further details regarding the process and timing for billing and Ordinance No. XXXX

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payment of the City’s costs associated with the Project Manager shall be documented in an Operating Memorandum to be entered into within sixty (60) days of City’s receipt of Developer’s notice provided pursuant to the opening paragraph of Section 9.3C. (5) Developer may, from time to time, but in no event more than once in any twelve (12)-month period, at Developer’s sole cost and expense, request an audit of the City invoices described in this Section and non-confidential supporting documentation therefor, provided any such audit is initiated within one (1) year after Developer’s receipt of the invoice.

If an audit reveals that the actual costs were less than the amount of any City invoice provided in accordance with this Section, then within sixty (60) days following receipt of the invoice or audit results, Developer shall provide notice of the amount disputed and the reason for the dispute, and the Parties shall use good faith efforts to reconcile or resolve the dispute as soon as practicable. (6) Developer’s obligation to fund the costs of the Project Manager shall terminate upon Completion of Construction of the last Improvement for the Project. In addition, on thirty (30) days’ prior written notice from Developer of an anticipated temporary suspension of at least ninety (90) days of the implementation of the Project Approvals and processing of Subsequent Project Approvals, Developer’s obligation to fund the costs of the Project Manager shall be suspended until Developer resumes the implementation of the Project Approvals or processing of Subsequent Project Approvals, at which time Developer’s obligation to fund the costs of the Project Manager shall resume. Developer shall provide City with at least sixty (60) days’ written notice of its intent to resume implementation of the Project Approvals or processing of Subsequent Project Approvals. City will use good faith efforts in consultation with Developer to locate an alternate Project Manager within a reasonable period of time in the event that the Project Manager in place prior to the suspension (i) will not be used, as determined in City’s reasonable discretion, or (ii) declines to act as Project Manager.

Section 9.4 Other Agency Subsequent Project Approvals; Authority of City. Other public agencies not within the control of City may possess authority to regulate aspects of the development of the Property separately from or jointly with City, and this Agreement does not limit the authority of such other public agencies. Nevertheless, City shall be bound by, and shall abide by, its covenants and obligations under this Agreement in all respects when dealing with any such agency regarding the Property. City shall cooperate with Developer, at Developer’s expense, to the extent appropriate and as permitted by law, in Developer’s efforts to obtain, as may be required, Other Agency Subsequent Project Approvals. Nothing in this Section 9.4 shall relieve Developer of its obligation to comply with the Project Approvals, notwithstanding any conflict between the Other Agency Subsequent Project Approvals and the Project Approvals.

Section 9.5 Implementation of Necessary Mitigation Measures. Developer shall, at its sole cost and expense, comply with the Project MMRP requirements as applicable to the Property and Project.

Section 9.6 Cooperation in the Event of Legal Challenge.

A. The filing of any third-party lawsuit(s) against City or Developer relating to this Agreement, the Project Approvals or construction of the Project shall not delay or stop the development, processing or construction of the Project or approval of any Subsequent Project Ordinance No. XXXX

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Approvals, unless a court order prevents the activity. City shall not stipulate to or cooperate in the issuance of any such order.

B. City and Developer shall cooperate in the defense of any court action or proceeding instituted by a third-party or other governmental entity or official challenging the validity of any of the Project Approvals (“Litigation Challenge”), and the Parties shall keep each other informed of all developments relating to such defense, subject only to confidentiality requirements that may prevent the communication of such information. To the extent Developer desires to contest or defend such Litigation Challenge, (i) Developer shall take the lead role defending such Litigation Challenge and may, in its sole discretion, elect to be represented by the legal counsel of its choice; (ii) City may, in its sole discretion, elect to be separately represented by the legal counsel of its choice, selected after consultation with Developer, in any action or proceeding, with the reasonable costs of such representation to be paid by Developer; (iii) Developer shall reimburse City, within forty-five (45) days following City’s written demand therefor, which may be made from time to time during the course of such litigation, all reasonable costs incurred by City in connection with the Litigation Challenge, including City’s reasonable administrative, legal, and court costs and City Attorney oversight expenses; and (iv) Developer shall indemnify, defend, and hold harmless City Parties from and against any damages, attorneys’ fees or cost awards, including attorneys’ fees awarded under Code of Civil Procedure section 1021.5, assessed or awarded against City by way of judgment, settlement, or stipulation. Upon request by Developer, City shall enter into a joint defense agreement in a form reasonably acceptable to the City Attorney and Developer to facilitate the sharing of materials and strategies related to the defense of such Litigation Challenge without waiver of attorney client privilege. Any proposed settlement of a Litigation Challenge by a Party shall be subject to the approval of the other Party, such approval not to be unreasonably withheld, conditioned or delayed; provided, however, that Developer may settle Litigation without consent of the City if the settlement does not require any changes to any Project Approvals or action by the City. If the terms of the proposed settlement would constitute an amendment or modification of any Project Approvals, the settlement shall require such amendment or modification to be approved by City in accordance with Applicable Law, and City reserves its full discretion in accordance with Applicable Law with respect thereto. If Developer opts not to contest or defend such Litigation Challenge, City shall have no obligation to do so, but shall have the right to do so at its own expense.

Section 9.7 Revision to Project. In the event of a court order issued as a result of a successful Litigation Challenge, City shall, to the extent permitted by law or court order, in good faith seek to comply with the court order in such a manner as will maintain the integrity of the Project Approvals and avoid or minimize to the greatest extent possible (i) any impact to the development of the Project as provided for in, and contemplated by, the Project Approvals, or (ii) any conflict with the Project Approvals or frustration of the intent or purpose of the Project Approvals.

Section 9.8 State, Federal or Case Law. Where any state, federal or case law allows City to exercise any discretion or take any act with respect to that law, City shall, in an expeditious and timely manner, at the earliest possible time, (i) exercise its discretion in such a way as to be consistent with, and carry out the terms of, this Agreement, and (ii) take such other actions as may be necessary to carry out in good faith the terms of this Agreement.

Ordinance No. XXXX

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Section 9.9 Defense of Agreement. City, at Developer’s expense, shall take all actions that are necessary or advisable to uphold the validity and enforceability of this Agreement. If this Agreement is adjudicated or determined to be invalid or unenforceable, City agrees, subject to all legal requirements, to consider modifications to this Agreement acceptable to Developer to render this Agreement valid and enforceable to the extent permitted by Applicable Law. In the event of a Litigation Challenge, Developer may terminate this Agreement and abandon the Project and, following such termination, Developer shall have no further obligation to pay for the costs of defense of this Agreement other than incurred by the City in seeking to have any such Litigation Challenge dismissed as moot.

ARTICLE 10 ASSIGNMENT AND PILOT AGREEMENT
Section 10.1 Transfers and Assignments. Developer shall have the right to sell, assign or transfer any portion of the Property without the consent of City; provided, however, in no event shall the rights, duties and obligations conferred or imposed upon Developer pursuant to this Agreement be at any time transferred in whole or part (“Transfer”) except through a transfer of the Property or portion thereof and no such Transfer of this Agreement shall be made prior to substantial completion of the Project without the prior written consent of City Manager, not to be unreasonably withheld, conditioned, or delayed, in accordance with the provisions of this Article 10.Upon Developer’s request, City, at Developer’s expense, shall cooperate with Developer and any proposed transferee of any portion of the Property to allocate and Transfer rights, duties and obligations under this Agreement and the Project Approvals between the transferred Property and the retained Property.

Developer shall notify City of any proposed Transfer of this Agreement at least sixty (60) days prior to completing any Transfer. City shall approve or disapprove the requested Transfer of this Agreement with respect to any portion of the Property within thirty (30) days after receipt of a written request for approval from Developer, together with such financial information and other documentation that City determines is reasonably necessary to evaluate the proposed transaction and the proposed assignee’s experience, reputation and qualifications. City shall not unreasonably withhold, condition or delay its approval of a proposed Transfer of this Agreement to a reputable assignee who has (i) at least ten (10) years’ experience in the development, ownership, operation and management of similar-size or larger developments of the type to be undertaken on the transferred portion of the Property without any record of material violations of Applicable Laws, and (ii) the financial resources and wherewithal to develop and effectively manage the Project or pertinent component of the Project. The approved assignee shall be required to assume Developer’s rights and obligations under this Agreement with respect to the transferred portion of the Property pursuant to an assignment and assumption agreement in substantially the same form attached hereto as Exhibit G. No later than ten (10) business days after the date the assignment becomes effective, Developer shall deliver to City a conformed copy of the fully executed and recorded assignment and assumption agreement.

Notwithstanding anything to the contrary provided herein, Mercy Housing is preapproved as a transferee of this Agreement with respect to the senior affordable housing component of the Project.

Section 10.2 Release upon Transfer. Upon the Transfer of all or any of Developer’s rights and interests under this Agreement pursuant to this Article 10, Developer shall Ordinance No. XXXX

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automatically be released from its obligations and liabilities under this Agreement with respect to that portion of the Property transferred and the rights and/or obligations Transferred, and any subsequent default or breach with respect to the transferred rights and/or obligations shall not constitute a default or breach with respect to the retained rights and/or obligations under this Agreement, provided that (i) Developer has provided to City written Notice of such Transfer, and (ii) the transferee executes and delivers to City a written agreement in accordance with Section

10.1 above. Upon any Transfer of any portion of the Property and the express assumption of Developer’s obligations under this Agreement by such transferee, City agrees to look solely to the transferee for compliance by such transferee with the provisions of this Agreement as such provisions relate to the portion of the Property acquired by such transferee. Except as otherwise provided in this Agreement, a default by any transferee shall only affect that portion of the Property owned by such transferee and shall not cancel or diminish in any way Developer’s rights hereunder with respect to any portion of the Property not owned by such transferee. The transferor and the transferee shall each be solely responsible for the reporting and annual review requirements relating to the portion of the Property owned by such transferor/transferee and the rights and/or obligations under this Agreement assumed by such transferee, and any amendment to this Agreement between City and a transferor or a transferee shall only affect the portion of the Property owned by and the rights and/or obligations retained and/or assumed by such transferor or transferee. Failure to deliver a written assumption agreement hereunder shall not affect the running of any covenants herein with the land, as provided in Section 12.4 below, nor shall such failure negate, modify or otherwise affect the liability of any transferee pursuant to the provisions of this Agreement.

Section 10.3 PILOT. Prior to the issuance of the first building permit for the Project or any transfer of any portion of the Property, whichever is earlier, Developer and City shall enter into a Payment In Lieu of Taxes Agreement (“PILOT Agreement”) to be recorded in the Official Records of the County of San Mateo against the Main Project Site and Developer shall cause LLBG Properties, LLC to enter into a PILOT Agreement to be recorded in the Official Records of the County of San Mateo against the Hamilton Parcels. Each PILOT Agreement shall require that if any portion of the Property is sold or transferred to an entity that applies for and is granted a "welfare exemption" pursuant to Section 214 of the California Revenue and Taxation Code, or any successor provision, or any other exemption from the payment of real or personal property taxes of any nature, Developer or LLBG Properties, LLC or the proposed transferee, as applicable, must pay annually to the City, a payment in lieu of taxes in an amount equal to the portion of the real and personal property tax levy the City would have received but for the exemption as reasonably determined by the City and as increased annually by the amount permitted under the provisions of Article XIIIA, Section 2, of the California Constitution.

Notwithstanding the foregoing, nothing in this Section 10.3 shall apply to any transfer to a nonprofit developer for the purpose of constructing the stand-alone senior affordable component of the project.

ARTICLE 11 DEFAULT; REMEDIES; TERMINATION
Section 11.1 Breach and Default. Subject to extensions of time under Section 2.2B or by mutual consent in writing, and subject to a Mortgagee’s right to cure under Section 7.3, failure by a Party to perform any material action or covenant required by this Agreement (not including any failure by Developer to perform any term or provision of any other Project Ordinance No. XXXX

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Approval) within thirty (30) days following receipt of written Notice from the other Party specifying the failure shall constitute a “Default” under this Agreement; provided, however, that if the failure to perform cannot be reasonably cured within such thirty (30) day period, a Party shall be allowed additional time as is reasonably necessary to cure the failure so long as such Party commences to cure the failure within the thirty (30) day period and thereafter diligently prosecutes the cure to completion. Any Notice of Default given hereunder shall specify in detail the nature of the failures in performance that the noticing Party claims constitutes the Default, all facts constituting evidence of such failure, and the manner in which such failure may be satisfactorily cured in accordance with the terms and conditions of this Agreement. During the time periods herein specified for cure of a failure of performance, the Party charged therewith shall not be considered to be in Default for purposes of (a) termination of this Agreement, (b) institution of legal proceedings with respect thereto, or (c) issuance of any approval with respect to the Project. The waiver by either Party of any Default under this Agreement shall not operate as a waiver of any subsequent breach of the same or any other provision of this Agreement.

Section 11.2 Termination. In the event of a Default by a Party, the non-defaulting Party shall have the right to institute legal proceedings pursuant to Section 11.3 and/or terminate this Agreement effective immediately upon giving notice of intent to terminate. Termination of this Agreement shall be subject to the provisions of Section 11.7 hereof. In the event that this Agreement is terminated pursuant to Section 6.1 herein or this Section 11.2 and the validity of such termination is challenged in a legal proceeding that results in a final decision that such termination was improper, then this Agreement shall immediately be reinstated as though it had never been terminated.

Section 11.3 Legal Actions.

A. Institution of Legal Actions. In addition to any other rights or remedies, a Party may institute legal action to cure, correct or remedy any Default, to enforce any covenants or agreements herein, to enjoin any threatened or attempted violation thereof, or to obtain any other remedies consistent with the terms of this Agreement.

B. Acceptance of Service of Process. In the event that any legal action is commenced by Developer against City, service of process on City shall be made by personal service upon the City Clerk of City or in such other manner as may be provided by law. In the event that any legal action is commenced by City against Developer, service of process on Developer shall be made by personal service upon Developer’s registered agent for service of process, or in such other manner as may be provided by law.

Section 11.4 Rights and Remedies Are Cumulative. The rights and remedies of the Parties are cumulative, and the exercise by a Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same Default or any other Default by the other Party, except as otherwise expressly provided herein.

Section 11.5 No Damages. In no event shall a Party, or its boards, commissions, officers, agents or employees, be liable in damages for any Default under this Agreement, it Ordinance No. XXXX

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being expressly understood and agreed that the sole legal remedy available to a Party for a breach or violation of this Agreement by the other Party shall be an action in mandamus, specific performance or other injunctive or declaratory relief to enforce the provisions of this Agreement by the other Party, or to terminate this Agreement. This limitation on damages shall not preclude actions by a Party to enforce payments of monies or the performance of obligations requiring an obligation of money from the other Party under the terms of this Agreement, including, but not limited to, obligations to pay attorneys’ fees and obligations to advance monies or reimburse monies. In connection with the foregoing provisions, each Party acknowledges, warrants and represents that it has been fully informed with respect to, and represented by counsel of such Party’s choice in connection with, the rights and remedies of such Party hereunder and the waivers herein contained, and after such advice and consultation has presently and actually intended, with full knowledge of such Party’s rights and remedies otherwise available at law or in equity, to waive and relinquish such rights and remedies to the extent specified herein, and to rely to the extent herein specified solely on the remedies provided for herein with respect to any breach of this Agreement by the other Party.

Section 11.6 Resolution of Disputes. With regard to any dispute involving the Project, the resolution of which is not provided for by this Agreement or Applicable Law, a Party shall, at the request of the other Party, meet with designated representatives of the requesting Party promptly following its request. The Parties to any such meetings shall attempt in good faith to resolve any such disputes. Nothing in this Section 11.6 shall in any way be interpreted as requiring that Developer and City reach agreement with regard to those matters being addressed, nor shall the outcome of these meetings be binding in any way on City or Developer unless expressly agreed to in writing by the Parties to such meetings. Nothing in this Section 11.6 shall prohibit either Party from pursuing any available remedies, including injunction relief, during the period of such discussions.

Section 11.7 Surviving Provisions. In the event this Agreement expires or is terminated, neither Party shall have any further rights or obligations hereunder, except for those obligations of Developer set forth in Section 3.5 (Life of Project Approvals), Section 4.6 (Prevailing Wage Requirements), Section 5.3 (Public Benefits) (provided, however, Public Benefits under Section 5.3 shall survive for seventeen (17) years following the Effective Date or such earlier or later date as such obligations terminate pursuant to Section 5.3), Section 5.7 (BMR Housing True Up Payment), Section 9.6 (Cooperation in the Event of Legal Challenge; provided, however, Developer shall have no obligation to defend any litigation if this Agreement has been terminated), or expressly set forth herein as surviving the expiration or termination of this Agreement. The termination or expiration of this Agreement shall not affect the validity of the Project Approvals (other than this Agreement).

Section 11.8 Effects of Litigation. In the event litigation is timely instituted, and a final judgment is obtained, which invalidates in its entirety this Agreement, neither Party shall have any obligations whatsoever under this Agreement, except for those obligations which by their terms survive termination hereof.

Section 11.9 California Claims Act. Compliance with the procedures set forth this ARTICLE 11 shall be deemed full compliance with the requirements of the California Claims Act (Government Code Section 900 et seq.) including, but not limited to, the notice of an event Ordinance No. XXXX

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of default hereunder constituting full compliance with the requirements of Government Code Section 910.

ARTICLE 12 MISCELLANEOUS PROVISIONS
Section 12.1 Incorporation of Recitals, Exhibits and Introductory Paragraph. The Recitals contained in this Agreement, the introductory paragraph preceding the Recitals and the Exhibits attached hereto are hereby incorporated into this Agreement as if fully set forth herein.

Section 12.2 Severability. If any term or provision of this Agreement, or the application of any term or provision of this Agreement to a particular situation, is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining terms and provisions of this Agreement, or the application of this Agreement to other situations, shall continue in full force and effect unless amended or modified by mutual written agreement of the Parties.

Section 12.3 Construction. Each reference herein to this Agreement or any of the Existing Approvals or Subsequent Project Approvals shall be deemed to refer to the Agreement, Existing Approval or Subsequent Project Approval as it may be amended from time to time in accordance with the terms of this Agreement, whether or not the particular reference refers to such possible amendment. Section headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants or conditions of this Agreement. This Agreement has been reviewed and revised by legal counsel for City and Developer, and no presumption or rule that ambiguities shall be construed against the drafting party shall apply to the interpretation or enforcement of this Agreement. Unless the context clearly requires otherwise, (i) the plural and singular numbers shall each be deemed to include the other; (ii) the masculine, feminine, and neuter genders shall each be deemed to include the others; (iii) “shall,” “will,” or “agrees” are mandatory, and “may” is permissive; (iv) “or” is not exclusive; (v) “include,” “includes” and “including” are not limiting and shall be construed as if followed by the words “without limitation;” (vi) “days” means calendar days unless specifically provided otherwise; and (vii) references to Sections shall be deemed to refer to Sections in this Agreement unless specifically provided otherwise.

Section 12.4 Covenants Running with the Land. Except as otherwise more specifically provided in this Agreement, this Agreement and all of its provisions, rights, powers, standards, terms, covenants and obligations, shall be binding upon the Parties and their respective successors (by merger, consolidation, or otherwise) and assigns, and all other persons or entities acquiring the Property, or any interest therein or portion thereof, and shall inure to the benefit of the Parties and their respective successors and assigns, as provided in Government Code section 65868.5.

Section 12.5 Notices. Any notice or communication required hereunder between City and Developer (“Notice”) must be in writing, and may be given either personally, by registered or certified mail (return receipt requested), or by Federal Express or other similar courier promising overnight delivery. If personally delivered, a Notice shall be deemed to have been given when delivered to the party to whom it is addressed. If given by registered or certified mail, such Notice shall be deemed to have been given and received on the first to occur of Ordinance No. XXXX

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(i) actual receipt by any of the addressees designated below as the Party to whom Notices are to be sent, or (ii) five (5) days after a registered or certified letter containing such Notice, properly addressed, with postage prepaid, is deposited in the United States mail. If given by Federal Express or similar courier, a Notice shall be deemed to have been given and received on the date delivered as shown on a receipt issued by the courier. Any Party hereto may at any time, by giving ten (10) days written Notice to the other Party hereto, designate any other address in substitution of the address to which such Notice shall be given. Such Notices shall be given to the Parties at their respective addresses set forth below.

To City:

City of Menlo Park
Community Development
701 Laurel Street
Menlo Park, CA 94025
Attn: Community Development Director
and
City of Menlo Park
Community Development
701 Laurel Street
Menlo Park, CA 94025
Attn: City Manager
With a copy to: Burke, Williams & Sorensen, LLP
181 Third Street
Suite 200
San Rafael, CA 94901-6587
Attn: Nira Doherty
To Developer: c/o Meta Platforms, Inc.
1 Hacker Way
Menlo Park, CA 94025
Attention: Facilities, Real Estate Development

With a copy to:
c/o Meta Platforms, Inc.
1 Hacker Way
Menlo Park, CA 94025
Attention: Real Estate Counsel
Section 12.6 Counterparts and Exhibits; Entire Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original. This Agreement, together with the Project Approvals and attached Exhibits, constitutes the final and exclusive understanding and agreement of the Parties and supersedes all negotiations or previous agreements of the Parties with respect to all or any part of the subject matter hereof.

Section 12.7 Recordation of Agreement. Pursuant to California Government Code Section 65868.5, no later than ten (10) days after the Effective Date, the City Clerk shall record Ordinance No. XXXX

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an executed copy of this Agreement in the Official Records of the County of San Mateo.

Thereafter, if this Agreement is terminated, modified or amended, the City Clerk shall record notice of such action in the Official Records of the County of San Mateo.

Section 12.8 No Joint Venture or Partnership. It is specifically understood and agreed to by and between the Parties hereto that: (i) the subject development is a private development; (ii) City has no interest or responsibilities for, or duty to, third parties concerning any public improvements constructed by Developer as part of the Project until such time, and only until such time, that City accepts the same pursuant to the provisions of this Agreement or in connection with the various Existing Approvals or Subsequent Project Approvals; (iii) Developer shall have full power over and exclusive control of the Project herein described, subject only to the limitations and obligations of Developer under this Agreement, Existing Approvals, Subsequent Project Approvals, and Applicable Law; and (iv) City and Developer hereby renounce the existence of any form of agency relationship, joint venture or partnership between City and Developer and agree that nothing contained herein or in any document executed in connection herewith shall be construed as creating any such relationship between City and Developer.

Section 12.9 Waivers. Notwithstanding any other provision in this Agreement, any failures or delays by any Party in asserting any of its rights and remedies under this Agreement shall not operate as a waiver of any such rights or remedies or deprive any such Party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. A Party may specifically and expressly waive in writing any condition or breach of this Agreement by the other Party, but no such waiver shall constitute a further or continuing waiver of any preceding or succeeding breach of the same or any other provision. Consent by one Party to any act by the other Party shall not be deemed to imply consent or waiver of the necessity of obtaining such consent for the same or similar acts in the future.

Section 12.10 California Law; Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of California, without reference to choice of law provisions. The exclusive venue for any disputes or legal actions shall be the Superior Court of California in and for the County of San Mateo, except for actions that include claims in which the Federal District Court for the Northern District of the State of California has original jurisdiction, in which case the Northern District of the State of California shall be the proper venue.

Section 12.11 City Approvals and Actions. Whenever reference is made herein to an action or approval to be undertaken by City, the City Manager or his or her designee is authorized to act on behalf of City, unless specifically provided otherwise or the context requires otherwise. Wherever this Agreement permits the City Manager to exercise his/her discretion with respect to any of the terms and provisions herein, including but not limited to approval of an Extension Request, modifications to the timing set forth in Exhibit D and Exhibit F, Administrative Amendments, operating memoranda, and approval of a Transfer, as otherwise permitted in this Agreement, the City Manager shall advise the City Council of such exercise of discretion and where practical shall consult with the Mayor and/or the City Council prior to exercising such discretion. Notwithstanding such requirement to inform and consult with the Ordinance No. XXXX

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City Council, Developer may rely on any writing evidencing the exercise of discretion by the City Manager.

Section 12.12 City Funding for Affordable Housing. Notwithstanding anything to the contrary in this Agreement, City shall have no obligation to contribute any monies from its Below Market Rate Housing Fund to finance affordable housing for the Project. Notwithstanding the foregoing, in the event that Developer provides any funding to the City for the senior affordable parcel to qualify for the County of San Mateo Affordable Housing Fund, or similar program that requires local matching funds, then such funds shall not be deposited into the City’s Below Market Rate Housing Fund and shall be used in accordance with the local matching fund requirement to advance affordable housing development associated with the Project.

Section 12.13 Estoppel Certificates. A Party may, at any time during the Term of this Agreement, and from time to time, deliver written Notice to the other Party requesting such Party to certify in writing that, to the knowledge of the certifying Party, (i) this Agreement is in full force and effect and a binding obligation of the Parties; (ii) this Agreement has not been amended or modified either orally or in writing, or if amended, identifying the amendments; (iii) the requesting Party is not in default in the performance of its obligations under this Agreement, or if in default, to describe therein the nature and amount of any such defaults; and (iv) any other information reasonably requested. The requesting Party shall be responsible for all reasonable costs incurred by the Party from whom such certification is requested and shall reimburse such costs within thirty (30) days of receiving the certifying Party’s request for reimbursement. The Party receiving a request hereunder shall execute and return such certificate or give a written, detailed response explaining why it will not do so, within twenty (20) days following the receipt of Notice requesting such certificate. The failure of either Party to provide the requested certificate within such twenty (20) day period shall constitute a confirmation that this Agreement is in full force and effect and no modification or default exists. The City Manager shall have the right to execute any certificate requested by Developer hereunder. City acknowledges that a certificate hereunder may be relied upon by transferees and Mortgagees.

Section 12.14 No Third-Party Beneficiaries. City and Developer hereby renounce the existence of any third-party beneficiary to this Agreement and agree that nothing contained herein shall be construed as giving any other person or entity third-party beneficiary status.

Section 12.15 Signatures. Each Party represents that the individuals executing this Agreement on behalf of such Party have the right, power, legal capacity, and authority to enter into and to execute this Agreement on behalf of the respective legal entities of Developer and City and that all necessary board of directors’, shareholders’, partners’, city councils’ or other approvals have been obtained.

Section 12.16 Further Actions and Instruments. Each Party to this Agreement shall cooperate with and provide reasonable assistance to the other Party and take all actions necessary to ensure that the Parties receive the benefits of this Agreement, subject to satisfaction of the conditions of this Agreement. Upon the request of any Party, the other Party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement.

Ordinance No. XXXX

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Section 12.17 Limitation on Liability. In no event shall: (a) any partner, officer, director, member, shareholder, employee, affiliate, manager, representative, or agent of Developer or any general partner of Developer or its general partners be personally liable for any breach of this Agreement by Developer, or for any amount which may become due to City under the terms of this Agreement; or (b) any member, officer, agent or employee of City be personally liable for any breach of this Agreement by City or for any amount which may become due to Developer under the terms of this Agreement.
[Remainder of page left intentionally blank – signature page follows] Ordinance No. XXXX

080937\16252990v19
OAK #4891-8238-9520 v48 v49 54
IN WITNESS WHEREOF, this Agreement has been entered into by and between Developer and City as of the day and year first above written.

CITY:

CITY OF MENLO PARK, a California
municipal corporation

By:

Justin Murphy, City Manager
APPROVED AS TO FORM: [signature must be notarized]

By:

Nira Doherty, City Attorney

ATTEST:

By:
___, City Clerk
DEVELOPER:

PENINSULA INNOVATION PARTNERS,
LLC, a Delaware limited liability company

By:

Name:

Title:
[signature must be notarized]
By:

Name:

Title:
[signature must be notarized]
Ordinance No. XXXX

080937\16252990v19 OAK #4891-8238-9520 v48 v49 Acknowledgement

ACKNOWLEDGMENTS
State of California )
) ss
County of ___________ )
On , before me,___________________________________________, (Name of Notary)
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.

(Notary Signature)
* * * * * * * * * * * * * *

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.

Ordinance No. XXXX

080937\16252990v19 OAK #4891-8238-9520 v48 v49 Acknowledgement State of California )
) ss
County of ___________ )
On , before me,___________________________________________, (Name of Notary)
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.

(Notary Signature)
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.

Ordinance No. XXXX

080937\16252990v19 OAK #4891-8238-9520 v48 v49 Acknowledgement

ACKNOWLEDGMENT
State of California )
) ss
County of ___________ )
On , before me,___________________________________________, (Name of Notary)
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.

(Notary Signature)
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.

Ordinance No. XXXX

080937\16252990v19

OAK #4891-8238-9520 v48 v49 Exhibit A-1-1
EXHIBIT A-1-1

MAIN PROJECT SITE MAP
(ATTACHED)
Ordinance No. XXXX

                        Ordinance No. XXXX

080937\16252990v19

OAK #4891-8238-9520 v48 v49 Exhibit A-1-2
EXHIBIT A-1-2

HAMILTON PARCELS MAP
(ATTACHED)
Ordinance No. XXXX

WILLOW ROAD

CARLTON AVENUE

HAMILTON AVENUE (EX)
PARCEL 2
71PM16
PARCEL 3
71PM16
71PM16
PARCEL1

OF SHEETS
JOB NO.

SHEET
PROJ. ENGR:

CHECKED: DCF DRAWN: RJL DESIGNED:

SCALE: AS SHOWN
DATE: 10/19/2022

SURVEYORS
www.freyerlaureta.com (415)534-7070
150 Executive Blvd Suite 4200 San Francisco, CA 94134

CIVIL ENGINEERS CONSTRUCTION MANAGERS

DATE DESCRIPTION
PARCEL 2
EXHIBIT B 1
1 Ordinance No. XXXX Page 71 of 108
Page E-4.248

WILLOW ROAD

CARLTON AVENUE

HAMILTON AVENUE (EX)
PARCEL 2
71PM16
PARCEL 3
71PM16
71PM16
PARCEL1

OF SHEETS
JOB NO.

SHEET
PROJ. ENGR:

CHECKED: DCF DRAWN: RJL DESIGNED:

SCALE: AS SHOWN
DATE: 10/19/2022

SURVEYORS
www.freyerlaureta.com (415)534-7070
150 Executive Blvd Suite 4200 San Francisco, CA 94134

CIVIL ENGINEERS CONSTRUCTION MANAGERS

DATE DESCRIPTION
PARCEL 3
1 1
Ordinance No. XXXX Page 72 of 108
Page E-4.249
080937\16252990v19 OAK #4891-8238-9520 v48 v49 Exhibit A-2-1 EXHIBIT A-2-1

MAIN PROJECT SITE LEGAL DESCRIPTION
(ATTACHED)
Ordinance No. XXXX

FREYER & LAURETA, INC. Page 1 of 2

LEGAL DESCRIPTION

WILLOW VILLAGE SITE

MENLO PARK, CALIFORNIA
The land referred to is situated in the City of Menlo Park, County of San Mateo, State of California and is described as follows:

BEGINNING at the southwesterly corner of Parcel S; as shown on that certain map entitled “Menlo Industrial Center, City of Menlo Park, San Mateo County, California” filed in the office of the County Recorder of San Mateo County, State of California, on October 1, 1979, in Volume 99 of Maps at Pages 81-83, thence,
North 22°05'00" East, 120.17 feet; thence,
North 24°45'44" East, 143.14 feet; thence,
Along a tangent curve to the left, having a radius of 1,536.52 feet, length of 74.34 feet, and a delta angle of 02°46'19"; thence,
North 22°05'00" East, 864.41 feet; thence,
Along a tangent curve to the left, having a radius of 1,032.50 feet, length of 55.72 feet, and a delta angle of 03°05'31"; thence,
North 25°35'47" East, 2.12 feet; thence,
North 19°19'09" East, 144.98 feet; thence,
North 22°05'00" East, 71.06 feet; thence,
North 84°59'41" East, 1,324.41 feet; thence,
Along a tangent curve to the left, having a radius of 11,509.17 feet, length of 251.79 feet, and a delta angle of 01°15'13"; thence,
Ordinance No. XXXX

FREYER & LAURETA, INC. Page 2 of 2
South 10°08'21" West, 1,612.25 feet; thence,
South 88°08'54" West, 1,182.95 feet; thence,
North 79°51'49" West, 668.96 feet to the POINT OF BEGINNING.

Containing 2,577,434.20 square feet (59.17 acres), more or less.

September 30, 2022
Ordinance No. XXXX

080937\16252990v19 OAK #4891-8238-9520 v48 v49 Exhibit A-2-2 EXHIBIT A-2-2

HAMILTON PARCELS LEGAL DESCRIPTION
(ATTACHED)
Ordinance No. XXXX

FREYER & LAURETA, INC. Page 1 of 1

LEGAL DESCRIPTION
PARCEL 2

PARCEL MAP FOR BELLE HAVEN RETAIL CENTER

MENLO PARK, CALIFORNIA
Parcel 2 as shown on that Map titled “Parcel Map for Belle Haven Retail Center”, which map was filed in the Office of the Recorder of San Mateo County, on December 31st in Book 71 of Maps, pages 15-16.

Containing 51,011 square feet, more or less.

October 19, 2022
Ordinance No. XXXX

FREYER & LAURETA, INC. Page 1 of 1

LEGAL DESCRIPTION
PARCEL 3

PARCEL MAP FOR BELLE HAVEN RETAIL CENTER

MENLO PARK, CALIFORNIA
Parcel 3 as shown on that Map titled “Parcel Map for Belle Haven Retail Center”, which map was filed in the Office of the Recorder of San Mateo County, on December 31st in Book 71 of Maps, pages 15-16.

Containing 28,191 square feet, more or less.

October 19, 2022
Ordinance No. XXXX

080937\16252990v19 OAK #4891-8238-9520 v48 v49 Exhibit B

EXHIBIT B

LLBG PROPERTIES, LLC CONSENT
LLBG Properties, LLC, a Delaware limited liability company, (“LLBG Properties”) has reviewed the terms and conditions of that certain Development Agreement dated as of on or about _______________, 2022, by and between Peninsula Innovation Partners, LLC, a Delaware limited liability company, and the City of Menlo Park, a California municipal corporation, (the “Development Agreement”) and hereby consents to the terms and conditions of the Development Agreement and the recordation of the Agreement against the property owned by LLBG Properties described in Exhibit A-2-2 to the Development Agreement.

LLBG PROPERTIES, LLC,
a Delaware limited liability company

By:

Name:

Title:

By:

Name:

Title:

Ordinance No. XXXX

080937\16252990v19 OAK #4891-8238-9520 v48 v49 Exhibit C

EXHIBIT C

IMPACT FEES

1. Transportation Impact Fee (Municipal Code Chapter 13.26)

2. Building Construction Street Impact Fee

3. Below Market Rate Housing Program (Municipal Code Chapter 16.96) [Note – being satisfied through provision of on-site affordable housing in accordance with Project affordable housing agreements and this Agreement rather than through payment of fee]

4. Residential Subdivision Recreation in Lieu Fees (Municipal Code Section 15.16.020) [Note – fee not applicable to current Project due to lack of for-sale residential units] Ordinance No. XXXX

080937\16252990v19 OAK #4891-8238-9520 v48 v49 Exhibit D, p. 1

EXHIBIT D

WILLOW VILLAGE PHASING PLAN
Project Component Timing/Milestones1 Required Minimum
Number of Residential
and BMR Units
associated with such
Phase of Construction2

1. Demolition, Grading, and
Infrastructure Installation

1. Commence construction
following approval of all
applicable Improvement Plans for
the area of construction.

2. Elevated Park and Meeting
and Collaboration Space
(“MCS”)

2. Commence construction
concurrently with or after
completion of demolition,
grading and infrastructure for the
area of construction.

1 The milestones set forth in this exhibit are based upon Developer’s plan to construct six (6) office buildings as reflected in the Willow Village CDP. In the event that office building square footages shift considerably in the reasonable judgment of the City Manager (e.g., increase by more than twenty-five percent (25%) as to any office building or buildings that trigger(s) a milestone) or combine, the obligations set forth in this exhibit shall shift in a correlative manner through a meet and confer process between the Parties, with resulting changes to this exhibit being documented in writing by the Parties through an Operating Memorandum pursuant to Section 8.7 of this Agreement. Nothing in this Footnote authorizes an increase in the total office building square footage for the Project above the amount approved in the Project Approvals. 2 Final distribution of residential units, including BMR units, to be determined at building permit for each building containing residential units. Reduction from required minimum number of units by up to five percent (5%) within phases is permitted. Reduction from required number of units by more than five percent (5%) but less than up to ten percent (10%) within phases requires approval through an Operating Memorandum pursuant to Section 8.7 of this Agreement. Reduction from the required number of units by more than 10 percent (10%) within phases requires approval through amendment of this Agreement pursuant to Section 8.1 of this Agreement. A reduction in the aggregate total number of units of up to one percent (1%) at full build out (e.g. 1730 units) is permitted where such reduction is due to unexpected design or construction requirements, and a reduction of between one percent (1%) and five percent (5%) shall be permitted upon approval by the City Manager, but such a request shall not be denied where the City Manager determines that unexpected design or construction requirements necessitate such a reduction.

Ordinance No. XXXX

080937\16252990v19 OAK #4891-8238-9520 v48 v49 Exhibit D, p. 2 Project Component Timing/Milestones1 Required Minimum
Number of Residential
and BMR Units
associated with such
Phase of Construction2

3. First, Second and Third
Office buildings3

3. Commence construction
concurrently with or after
commencement of Elevated Park
and MCS.

Complete Structural Podium of
the mixed-use building on Parcel
2 (“RS2”) and the residential
building on Parcel 6 (“RS6”)
prior to final Certificate of
Occupancy (“COO”) for first
office building, but if a temporary
COO has been issued, no later
than 120 days from the issuance
of a temporary COO for the first
office building.

Complete roof framing of RS2
and RS6 prior to final COO for
the second office building, but if
a temporary COO has been
issued, no later than 120 days
from the issuance of a temporary
COO for the second office
building.

4. Residential buildings RS2
and RS6

4. Commence construction of
RS2 on or before commencement
of construction of first office
building.

Commence construction of RS6
within 90 days after
commencement of construction
of first office building.

RS2 and RS6 have a
combined total of 505
units, including 54 BMR
units.

3 Office buildings as used in this Exhibit D excludes the MCS.

Ordinance No. XXXX

080937\16252990v19 OAK #4891-8238-9520 v48 v49 Exhibit D, p. 3 Project Component Timing/Milestones1 Required Minimum
Number of Residential
and BMR Units
associated with such
Phase of Construction2

5. Fourth Office building 5. Commence construction of
RS2 and RS6 prior to issuance of
building permits for the fourth
office building.

Issue final COO for RS2 and RS6
prior to final COO for the fourth
office building, but, if a
temporary COO has been issued,
no later than 120 days from the
issuance of a temporary COO for
the fourth office building.

6. Sixth Office building 6. Complete construction of
podium of the mixed-use building
on Parcel 3 (“RS3”) and the
residential building on Parcel 7
(“RS7”) prior to issuance of
building permits for the sixth
office building.

Issue final COO for RS7 prior to
final COO for the sixth office
building, but, if a temporary COO
has been issued, no later than 120
days from the issuance of a
temporary COO for the sixth
office building.

Commence construction of the
residential building on Parcel 4
(“RS4”) and the residential
building on Parcel 5 (“RS5”)
prior to final COO for the sixth
office building, but, if a
temporary COO has been issued,
no later than 120 days after the
issuance of a temporary COO for
the sixth office building.

RS3 and RS7 (senior
building) have a
combined total of 539
units, including 162
BMR units.

RS4 and RS5 have a
combined total of 686
units, including 96 BMR
units.

Ordinance No. XXXX

080937\16252990v19 OAK #4891-8238-9520 v48 v49 Exhibit E-1 EXHIBIT E-1

CONCEPTUAL SITE PLAN
(ATTACHED)
Ordinance No. XXXX

North Loop Road
Willow Road
Ivy Drive
Adams Court
Hamilton Avenue
Main Street
O’Brien Drive
Center Street
East Street
SamTrans Corridor
Park Street (Public)
West Street (Public)
Main Street (Public)
Main Street (Public)
East Loop Road (Public)
East Loop Road
PARCEL 3
PARCEL 2
PARCEL 4
PARCEL 6

PUBLICLY

ACCESSIBLE PARK
DOG PARK PARCEL 7
PARCEL 5
MCS
HOTEL
TOWN
SQUARE

PAVILION

ELEVATED
PARK
CAMPUS
OFFICE
O1
O2
O3
O4
O5
SG
NG
O6

WILLOW VILLAGE
Menlo Park, CA
Peninsula Innovation Partners

MASTER PLAN
0 100 200 300 500 700'
1" = 100' at 24" x 36"
2 min. Walk 1/2 ac
1/8 ac
October 12, 2022
Conceptual Master Plan
Ordinance No. XXXX Page 85 of 108
Page E-4.262
080937\16252990v19 OAK #4891-8238-9520 v48 v49 Exhibit E-2 EXHIBIT E-2

CONCEPTUAL PUBLICLY ACCESSIBLE OPEN SPACE SITE PLAN
(ATTACHED)
Ordinance No. XXXX

North Loop Road
East Loop Road
Willow Road
Ivy Drive
Adams Court
Hamilton Avenue
Park Street
West Street
Main Street
O’Brien Drive
Main Street
Center Street
East Street
SamTrans Corridor
PASEO

PUBLICLY

ACCESSIBLE PARK

DOG PARK
TOWN
SQUARE

ELEVATED
PARK
PARCEL 3

WILLOW VILLAGE
Menlo Park, CA
Peninsula Innovation Partners

MASTER PLAN
0 100 200 300 500 700'
1" = 100' at 24" x 36"
2 min. Walk 1/2 ac
1/8 ac
October 12, 2022
Publicly Accessible Open Space
Ordinance No. XXXX Page 87 of 108
Page E-4.264
080937\16252990v19 OAK #4891-8238-9520 v48 v49 Exhibit E-3 EXHIBIT E-3

CONCEPTUAL WILLOW ROAD TUNNEL
(ATTACHED)
Ordinance No. XXXX

CLAY WITH TRACE SAND WILLOW ROAD WATER, GAS, COMM, FIBER OPTIC SANITARY SEWER, ELECTRICAL, UTLITIES: 0-30 -20 -10 +10 STORM DRAIN 94" OD RCP +4.09' +10.7' Section for Tunnel and Storm Drain Siphon GROUNDWATER TABLE 10 FT 26 FT 5 FT FILL on Engeo boring 2-B2 (2021). Subsurface conditions based NOTE: 46 FT TRAM BIKE 1 FT PEDS 12 FT
18 FT SHORING SHORING 0-30 -20 -10 +10

ELEVATION

ELEVATION
SD
SD SD SD SD SD SD SD SD SD SD JPB RAIL CORRIDOR MPK20 Willow Road CAMPUS TO CLASSIC EXISTING TUNNEL Bayfront Expressway

WILLOW VILLAGE
FACEBOOK WAY PG&E TOWER PG&E TOWER SOUTH PORTAL NORTH RAMP TRAMS BIKE/PEDSOUTH RAMP PORTAL NORTH North Loop Road BOAT STRUCTURE WILLOW ROAD TUNNEL SIPHON META WILLOW ROAD CROSSING wsp.com San Francisco, CA 94105 425 Market Street, 17th Floor WSP USA, INC TUNNEL SCHEMATIC DESIGN CUT AND COVER TSD-1 GENERAL LAYOUT WILLOW ROAD TUNNEL AND NORTH & SOUTH RAMP Elevations are referenced to NGVD 88. NOTE:

Ordinance No. XXXX

080937\16252990v19 OAK #4891-8238-9520 v48 v49 Exhibit E-4 EXHIBIT E-4

CONCEPTUAL ALTERNATIVE DESIGN FOR ELEVATED

PARK VERTICAL TRANSPORTATION SYSTEM
(ATTACHED)
Ordinance No. XXXX

0 40 80
DRAWING NO:

MEASUREMENTS THAT ARE NOT INDICATED.

SEEK CLARIFICATION FROM ARCHITECT FOR
DRAWINGS. USE FIGURED DIMENSIONS ONLY, OR
NOTE: THIS DRAWING IS ISO A1. DO NOT SCALE
SCALE: DRAWING TITLE:

MILESTONES

DATE ISSUE
05/14/2021 ACP

REVISIONS
NO. DATE ISSUEMenlo Park, CA WILLOW VILLAGE Architectural Control Package - Parcel X PENINSULA INNOVATION PARTNERS ##### GX.XX #####
0 20 40 10
0 1/16" = 1'-0"
40 80 20
1" = 32'
0 40 80
1" = 40'
0 4
3/16" = 1'-0"
8 16
0 8
3/32" = 1'-0"
16 32
0 16
1/8" = 1'-0"
84 0 8
1/4" = 1'-0"
42 0 4
1/2" = 1'-0"
21 0 10 20
0 1" = 10'
20 40
0 1" = 20'
50 100
0 1" = 50'
80 160
1" = 80'
Submittal
ACP
1 A2.05
10/26/2022ROOF PLAN
1”=50’-0”

WILLOW ROAD

TOWN SQUARE
Elevated Park
Access
Elevated Park
Access
Elevated Park
Access
HOTEL
Ordinance No. XXXX Page 91 of 108
Page E-4.268
080937\16252990v19 OAK #4891-8238-9520 v48 v49 Exhibit F, p 1

EXHIBIT F

WILLOW VILLAGE COMMUNITY AMENITIES

TIMING PROVISIONS
Building Related Amenities Timing/Milestones/Valuations

1. Elevated Park/MCS 1. First Vertical Improvements to be constructed.

2. Grocery Store and Rent Subsidies 2. Grocery store located in RS2 (first residential building);4 final COO for Grocery
Store tenant improvements to be issued within
12 months after final COO for RS2, but, if a
temporary COO has been issued, no later than
16 months from the issuance of a temporary
COO for RS2. In addition, final COO for the
Grocery Store tenant improvements to be
issued prior to final COO for the sixth office
building, but, if a temporary COO has been
issued, no later than 120 days from the
issuance of a temporary COO for the sixth
office building.

Offsite Amenity

1. Affordable Housing Contribution 1. Total contribution of $6 Million to City, with an initial payment of $3 Million upon
issuance of first building permit for vertical
construction and a second payment of
$3 Million on the first anniversary of such
issuance.

2. Air Quality and Noise Monitoring
Equipment Funding

2. Prior to issuance of the first demolition
permit.

3. Willow Road Feasibility Study funding or
for other use as determined by City

3. $100,000 prior to issuance of first building
permit for vertical construction.

4. Funding for Job Training Programs 4. Ongoing funding of $8,304,907 total for:
a) Year-up and Hub from February 2022-
December 2024.
b) Job Train from January 2022- December
2023.

4 RS2 is the residential building located on Parcel 2.

Ordinance No. XXXX

080937\16252990v19 OAK #4891-8238-9520 v48 v49 Exhibit F, p 2 Building Related Amenities Timing/Milestones/Valuations

5. Teacher Housing Rent Subsidies 5. Ongoing funding of $1,745,319 total for February 2022- March 2024.

Vertical Buildout Amenities

1. Bayfront Shuttle 1. Bayfront Shuttle to be operational at the earlier of the opening of the Grocery Store or
the completion of the Elevated Park.

2. Bank/Credit Union 2. Complete Construction and secure final COO within 12 months after final COO for
RS3, but, if a temporary COO has been
issued, no later than 22 months after the
issuance of a temporary COO for RS3.

3. First Phase Dining (9,000 SF of
restaurants/cafes)

3. Complete Construction and secure final
COO within 9 months after final COO for
RS3, but, if a temporary COO has been
issued, no later than 13 months after the
issuance of a temporary COO for RS3.

4. Second Phase Dining (2nd 9,000 SF of
restaurants/cafes)

4. Complete Construction and secure final
COO within 18 months after final COO for
RS3, but, if a temporary COO has been
issued, no later than 22 months after the
issuance of a temporary COO for RS3.

5. First Phase Community Entertainment
(12,500 SF of Community Entertainment)

5. Complete Construction and secure final
COO within 18 months after final COO for
RS3, but, if a temporary COO has been
issued, no later than 22 months after the
issuance of a temporary COO for RS3.

6. Second Phase Community Entertainment
(2nd 12,500 SF of Community Entertainment)

6. Complete Construction and secure final
COO within 24 months after final COO for
RS3, but, if a temporary COO has been
issued, no later than 28 months after the
issuance of a temporary COO for RS3.

Ordinance No. XXXX

080937\16252990v19 OAK #4891-8238-9520 v48 v49 Exhibit F, p 3 Building Related Amenities Timing/Milestones/Valuations

7. Pharmacy Services 7. Timing is dependent on location; Complete Construction and secure final COO:
a) if within Willow Hamilton retail center,
then 12 months after completion of the
Elevated Park elevator tower at the Hamilton
center;
b) if within Willow Village in RS3, then
within 12 months after final COO for RS3,
but, if a temporary COO has been issued, no
later than 22 months after the issuance of a
temporary COO for RS3;
c) if within Willow Village in Office
Building O2 Retail (east side of Main), then
within 12 months after later of (i) final COO
for RS3 to correspond with retail on the west
side of Main (but, if a temporary COO has
been issued, no later than 22 months after the
issuance of a temporary COO for RS3) or (ii)
final COO for O2 (but, if a temporary COO
has been issued, no later than 22 months after
the issuance of a temporary COO for O2); or
d) if within Willow Village Parcel 2 in
conjunction with the grocery store, then
within 12 months after final COO for RS2,
but, if a temporary COO has been issued, no
later than 16 months from the issuance of a
temporary COO for RS2

Publicly Accessible Open Space Amenities

1. Town Square Open Space 2. Complete Construction of Town Square improvements east of West Street, up to O4,
within 12 months after completion of Town
Square garage structural podium regardless of
hotel status; commence construction of
remainder within 6 months after final COO
for hotel and complete within 18 months after
final COO for hotel; maintain improvements
following completion.

2. Elevated Park 5. Commence construction after issuance of first building permit for Elevated Park, and
diligently prosecute to Completion of
Construction

3. Excess Publicly Accessible Open Space 6. Construct concurrent with Completion of Construction of Elevated Park
Ordinance No. XXXX

080937\16252990v19 OAK #4891-8238-9520 v48 v49 Exhibit G

EXHIBIT G

FORM OF PARTIAL ASSIGNMENT AND

ASSUMPTION AGREEMENT
(ATTACHED)
Ordinance No. XXXX

080937\16252990v19 OAK #4891-8238-9520 v48 v49 2
Recording Requested by and
When Recorded Return to:
___________________________
___________________________
___________________________
___________________________
SPACE ABOVE THIS LINE FOR RECORDER’S USE

ASSIGNMENT AND ASSUMPTION AGREEMENT -

DEVELOPMENT AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Agreement”) is made and entered into as of _____________, 20__, by and between ______________________, a _____________ company (“Assignor”), and ______________________, a _____________ company (“Assignee”).

RECITALS
A. Assignor owns that real property located in the City of Menlo Park (“City”), County of San Mateo, State of California, and more particularly described in Exhibit A attached hereto (the “Property”).

B. On the date hereof, Assignee is acquiring approximately __ acres of the Property as more particularly described in Exhibit B attached hereto (the “Assigned Property”).

C. The City and Peninsula Innovation Partners, LLC, a Delaware limited liability company, entered into that certain Development Agreement dated as of ___________, 202_ and recorded against the Property on _______________, 202_ as Instrument No. _______________ in the San Mateo County Recorder’s Office (the “Development Agreement”).

D. Assignor desires to assign to Assignee all of Assignor’s rights, duties and obligations under the Development Agreement with respect to the Assigned Property only (excluding, however, Assignor’s obligations with respect to the construction of and/or payment for certain infrastructure and other project-wide items specified in Exhibit C, attached hereto (the “Assignor Retained Obligations”), for which Assignor remains responsible) (the “Assigned Rights and Obligations”), and Assignee desires to accept and assume Assignor’s rights and obligations under the Development Agreement with respect to the Assigned Property only (the “Assumed Rights and Obligations”), such assignment and assumption to be effective on the Effective Date (as defined in Section 1.3 below). The Assigned Rights and Obligations and the Assumed Rights and Obligations are referred to collectively herein as the “Assigned Property Rights and Obligations”.

NOW THEREFORE, in consideration of these promises, and of the agreements, covenants and conditions contained in this Agreement and other good and valuable consideration, the parties agree as follows:

Ordinance No. XXXX

080937\16252990v19 OAK #4891-8238-9520 v48 v49 3
ARTICLE 1.

ASSIGNMENT AND ASSUMPTION OF

THE ASSIGNED PROPERTY RIGHTS AND OBLIGATIONS

1.1. Assignment. Assignor assigns to Assignee, as of the Effective Date (as defined in Section 1.3 below), all of Assignor’s rights, title and interest in and to the Assigned Property Rights and Obligations.

1.2. Assumption. As of the Effective Date, Assignee accepts Assignor’s assignment of the Assigned Rights and Obligations and assumes the Assumed Rights and Obligations. From and after the Effective Date, Assignee shall keep and perform all covenants, conditions and provisions of the Development Agreement relating to the Assigned Property.

1.3. Effective Date. For purposes of this Agreement, the “Effective Date” shall be the later to occur of (1) the date on which the deed from Assignor to Assignee for the Assigned Property is recorded in the Office of the Recorder of the County of San Mateo; or (2) the date of the execution of this Agreement by all parties; provided, however, that this Agreement shall have no force and effect without the written approval of the City, as evidenced by the full execution by the City’s representatives of the form entitled City of Menlo Park’s Consent, attached hereto as Exhibit D.

1.4. Phasing. Nothing in this Agreement shall be deemed to relieve any party of the timing obligations established in Exhibits D and F to the Development Agreement.

ARTICLE 2.

RIGHTS AND REMEDIES

2.1. Assignor’s Release; No Assignor Liability or Default for Assignee Breach.

Pursuant to Section 10.2 of the Development Agreement, Assignor shall be released from the Development Agreement with respect to the Assigned Property and the Assumed Rights and Obligations as of the Effective Date. Any default or breach by Assignee under the Development Agreement following the Effective Date with respect to the Assigned Property or the Assumed Rights and Obligations (“Assignee Breach”) shall not constitute a breach or default by Assignor under the Development Agreement and shall not result in (a) any remedies imposed against Assignor, or (b) modification or termination of the Development Agreement with respect to that portion of the Property retained by Assignor after the conveyance of the Assigned Property, if any (the “Assignor Property”).

2.2. No Assignee Liability or Default for Assignor Breach. As of the Effective Date, any default or breach by Assignor under the Development Agreement prior to or after the Effective Date (“Assignor Breach”), shall not constitute a breach or default by Assignee under the Development Agreement, and shall not result in (a) any remedies imposed against Assignee, including without limitation any remedies authorized in the Development Agreement, or (b) modification or termination of the Development Agreement with respect to the Assigned Property.

Ordinance No. XXXX

080937\16252990v19 OAK #4891-8238-9520 v48 v49 4
ARTICLE 3.

PERIODIC REVIEW OF COMPLIANCE

3.1. Assignor Responsibilities. Assignor shall participate in the annual review of the Development Agreement conducted pursuant to Section 65865.1 of the California Government Code with respect to the Assignor Property, and Assignee shall have no responsibility therefor.

3.2. Assignee Responsibilities. Assignee shall participate in the annual review of the Development Agreement conducted pursuant to Section 65865.1 of the California Government Code with respect to the Assigned Property, and Assignor shall have no responsibility therefor.

ARTICLE 4.

AMENDMENT OF THE DEVELOPMENT AGREEMENT

4.1. Assignor. Assignor shall not request, process or consent to any amendment to the Development Agreement that would affect the Assigned Property or the Assigned Property Rights and Obligations without Assignee’s prior written consent, which consent shall not be withheld unreasonably. The foregoing notwithstanding, Assignor may process any amendment that does not affect the Assigned Property, and, if necessary, Assignee shall consent thereto and execute all documents necessary to accomplish said amendment, provided that said amendment does not adversely affect the Assigned Property or any of Assignee’s Assigned Property Rights and Obligations pursuant to the Development Agreement.

4.2. Assignee. Assignee shall not request, process or consent to any amendment to the Development Agreement that would affect the Assignor Property or the Assignor’s remaining rights and obligations pursuant to the Development Agreement without Assignor’s prior written consent, which consent shall not be withheld unreasonably. The foregoing notwithstanding, Assignee may process any amendment that does not affect the Assignor Property or any of Assignor’s remaining rights and obligations pursuant to the Development Agreement, and, if necessary, Assignor shall consent thereto and execute all documents necessary to accomplish said amendment.

ARTICLE 5.

GENERAL PROVISIONS

5.1. Notices. All notices, invoices and other communications required or permitted under this Agreement shall be made in writing, and shall be delivered either personally (including by private courier) or by nationally recognized overnight courier service to the following addresses, or to such other addresses as the parties may designate in writing from time to time:

If to Assignee:

Ordinance No. XXXX

080937\16252990v19 OAK #4891-8238-9520 v48 v49 5
with copies to:

If to Assignor:

with a copies to:

Notices personally delivered shall be deemed received upon delivery. Notices delivered by courier service as provided above shall be deemed received twenty-four (24) hours after the date of deposit. From and after the Effective Date and until further written notice from Assignee to the City pursuant to the terms of the Development Agreement, Assignee hereby designates as its notice address for notices sent by the City pursuant to Section 12.5 of the Development Agreement, the notice address set forth above.

5.2. Estoppel Certificates. Within ten (10) days after receipt of a written request from time to time, either party shall execute and deliver to the other, or to an auditor or prospective lender or purchaser, a written statement certifying to that party’s actual knowledge: (a) that the Development Agreement is unmodified and in full force and effect (or, if there have been modifications, that the Development Agreement is in full force and effect, and stating the date and nature of such modifications); (b) that there are no current defaults under the Development Agreement by the City and either Assignor or Assignee, as the case may be (or, if defaults are asserted, so describing with reasonable specificity) and that there are no conditions which, with the passage of time or the giving of notice, or both, would constitute a default; (c) that this Agreement is unmodified and in full force and effect (or, if there have been modifications, that this Agreement is in full force and effect, and stating the date and nature of such modifications); and (d) such other matters as may be reasonably requested.

5.3. Attorneys’ Fees. In the event of any legal or equitable proceeding in connection with this Agreement, the prevailing party in such proceeding shall be entitled to recover its reasonable costs and expenses, including without limitation reasonable attorneys’ fees, costs and disbursements paid or incurred in good faith at the arbitration, pre-trial, trial and appellate levels, and in enforcing any award or judgment granted pursuant thereto.

5.4. No Waiver. No delay or omission by either party in exercising any right, remedy, election or option accruing upon the noncompliance or failure of performance by the other party under the provisions of this Agreement shall constitute an impairment or waiver of any such right, remedy, election or option. No alleged waiver shall be valid or effective unless it is set forth in a writing executed by the party against whom the waiver is claimed. A waiver by either party of any of the covenants, conditions or obligations to be performed by the other party shall Ordinance No. XXXX

080937\16252990v19 OAK #4891-8238-9520 v48 v49 6
not be construed as a waiver of any subsequent breach of the same or any other covenants, conditions or obligations.

5.5. Amendment. This Agreement may be amended only by a written agreement signed by both Assignor and Assignee, and subject to obtaining the City’s consent.

5.6. Successors and Assigns. This Agreement runs with the land and shall be binding on and inure to the benefit of the parties and their respective successors and assigns.

5.7. No Joint Venture. Nothing contained herein shall be construed as creating a joint venture, agency, or any other relationship between the parties hereto other than that of assignor and assignee.

5.8. Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance is found by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each remaining term and provision of this Agreement shall be valid and enforceable to the full extent permitted by law; provided that, if the invalidation or unenforceability would deprive either Assignor or Assignee of material benefits derived from this Agreement or make performance under this Agreement unreasonably difficult, then Assignor and Assignee shall meet and confer and shall make good faith efforts to modify this Agreement in a manner that is acceptable to Assignor, Assignee and the City.

5.9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

5.10. Third-Party Beneficiaries. Assignor and Assignee acknowledge that the City is a third-party beneficiary of the terms and conditions of this Agreement to the extent necessary for City to enforce the terms and conditions of the Development Agreement. This Agreement shall not be deemed or construed to confer any rights, title or interest, including without limitation any third-party beneficiary status or right to enforce any provision of this Agreement, upon any person or entity other than Assignor, Assignee and the City.

5.11. Time of the Essence. Time is of the essence in the performance by each party of its obligations under this Agreement.

5.12. Authority. Each party represents that the individuals executing this Agreement on behalf of such Party have the authority to bind his or her respective party to the performance of its obligations hereunder and that all necessary board of directors’, shareholders’, partners’ and other approvals have been obtained.

5.13. Term. The term of this Agreement shall commence on the Effective Date and shall expire upon the expiration or earlier termination of the Development Agreement, subject to any obligations under the Development Agreement that expressly survive the expiration or termination of the Development Agreement. Upon the expiration or earlier termination of this Agreement, the parties shall have no further rights or obligations hereunder, except with respect to any obligation to have been performed prior to such expiration or termination or with respect Ordinance No. XXXX

080937\16252990v19 OAK #4891-8238-9520 v48 v49 7
to any default in the performance of the provisions of this Agreement which occurred prior to such expiration or termination or with respect to any obligations which are specifically set forth as surviving this Agreement or the Development Agreement.

5.14. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signature pages may be detached from the counterparts and attached to a single copy of this Agreement to physically form one document.

5.15. Default. Any failure by either party to perform any material term or provision of this Agreement shall constitute a default (a) if such defaulting party does not cure such failure within thirty (30) days following written notice of default from the other party, where such failure is of a nature that can be cured within such thirty (30) day period, or (b) if such default is not of a nature that can be cured within such thirty (30) day period, if the defaulting party does not within such thirty (30) day period commerce substantial efforts to cure such failure, or thereafter does not within a reasonable time prosecute to completion with diligence the curing of such failure. Any notice of default given hereunder shall be given in the same manner as provided in Section 5.1 hereof and shall specify in detail the nature of the failures in performance that the noticing party claims and the manner in which such failure can be satisfactorily cured. [remainder of page left intentionally blank – signature pages follow] Ordinance No. XXXX

080937\16252990v19 OAK #4891-8238-9520 v48 v49 8
IN WITNESS WHEREOF, Assignor and Assignee have executed this Agreement by proper persons thereunto duly authorized, to be effective as of the Effective Date. “Assignor”
__________________________,
a ____________________________company
By:

Name:

Title:

By:

Name:

Title:
“Assignee”
__________________________,
a ____________________________company
By:

Name:

Title:

By:

Name:

Title:

Ordinance No. XXXX

080937\16252990v19 OAK #4891-8238-9520 v48 v49 Notary

STATE OF CALIFORNIA )
) ss:

COUNTY OF )
On ______________, 20__ before me, _____________________________________________ Notary Public (insert name and title of the officer),
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: _______________________________________
[Seal]
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.

Ordinance No. XXXX

080937\16252990v19 OAK #4891-8238-9520 v48 v49 Notary

STATE OF CALIFORNIA )
) ss:

COUNTY OF )
On ______________, 20__ before me, _____________________________________________ Notary Public (insert name and title of the officer),
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: _______________________________________
[Seal]
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.

Ordinance No. XXXX

080937\16252990v19 OAK #4891-8238-9520 v48 v49 A-1

EXHIBIT A
Description of the Property
(Attached)
Ordinance No. XXXX

080937\16252990v19 OAK #4891-8238-9520 v48 v49 B-1

EXHIBIT B
Description of the Assigned Property
(Attached)
Ordinance No. XXXX

080937\16252990v19 OAK #4891-8238-9520 v48 v49 C-1

EXHIBIT C
List of Assignor Retained Obligations
(Attached)
Ordinance No. XXXX

080937\16252990v19 OAK #4891-8238-9520 v48 v49 D-1

EXHIBIT D

CONSENT OF CITY OF MENLO PARK
The City of Menlo Park hereby consents to the assignment and assumption of the Assigned Property Rights and Obligations as set forth in this Agreement and agrees to the terms and conditions set forth herein.

CITY OF MENLO PARK,
a California Municipal corporation
By:

Ordinance No. XXXX

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WINDERMERE AVE HOLLYBURNE AVE

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USHIGHWAY
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ALLEY WILLOW RD

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CITY OF MENLO PARK

LOCATION MAP

WILLOW VILLAGE
Scale: 1:9,000 Drawn By: KTP Checked By: CDS Date: 10/24/2022 MidPen High
School
Meta Classic
Campus
Meta West Campus
Open Mind
School
SFPUC Hetch Hetchy
Right-of-Way
Dumbarton Rail
Corridor
Legend
Willow Village Project Parcels
Other Parcels
City Limits
F1 ATTACHMENT D
Page E-4.286
City Manager's Office
City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 www.menlopark.org

STAFF REPORT
City Council
Meeting Date: 12/13/2022
Staff Report Number: 22-242-CC
Regular Business: Selection of Mayor and Vice Mayor
Recommendation
Staff recommends the City Council select a Mayor and Vice Mayor for calendar year 2023.

Policy Issues
The proposed action conforms to current practice and in accordance with City Council Policy CC-16-0001- Selection of Mayor (Attachment A.)
Background
The Menlo Park Municipal Code, Section 2.04.120, states that the City Council shall meet in December of each year and choose one of its members as Mayor and one as Vice Mayor.

Staff recommends the following process for the selection of the Mayor and Vice Mayor:
• The current Mayor turns the meeting over to the city clerk • The city clerk will ask each City Councilmember the name of the City Councilmember they wish to serve as Mayor
• The City Councilmember receiving the majority of nominations will be appointed, by acclamation, as Mayor
• The same process will be repeated for the appointment of Vice Mayor • The city clerk will return the meeting to the new Mayor Environmental Review
This action is not a project within the meaning of the California Environmental Quality Act (CEQA) Guidelines §§ 15378 and 15061(b)(3) as it is a minor change that will not result in any direct or indirect physical change in the environment.

Public Notice
Public notification was achieved by posting the agenda, with the agenda items being listed, at least 72 hours prior to the meeting.

Attachments
A. City Council Policy CC-16-0001-Selection of Mayor
AGENDA ITEM F-3 Page F-3.1
Staff Report #: 22-242-CC
City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 www.menlopark.org Report prepared by:

Judi A. Herren, Assistant to the City Manager/City Clerk Page F-3.2

SELECTION OF MAYOR
City Council Procedure #CC-16-0001
Effective 2/23/2016
Ordinance No. 1016
Purpose
To establish a procedure for the annual selection of the Mayor.

Policies and procedures
City Council policy shall be to rotate the mayor annually. The City Council shall select as mayor an elected member of the City Council who has served a minimum of one year and who has not served as mayor. If all eligible members have served as mayor, then the member with the longest elapsed time since serving as mayor shall be selected as mayor. In the event there are two or more eligible members having equal seniority, the City Council may select any eligible member as mayor.

Procedure history
Action Date Notes
Proposed and approved by City
Council February 23, 2016 Ordinance No. 1016
Page F-3.3 ATTACHMENT A
City Manager's Office
City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov

STAFF REPORT
City Council
Meeting Date: 12/13/2022
Staff Report Number: 22-241-CC
Regular Business: Provide direction to the City’s voting delegate regarding regional vacancies for the next City
Selection Committee meeting December 16, 2022
Recommendation
Staff recommends that the City Council provide direction to the City’s voting delegate regarding vacancies on various regional boards to be voted on at the next City Selection Committee meeting December 16, 2022.

Policy Issues
The proposed action conforms to current practice.

Background
The San Mateo County Council of Cities is an association of all 20 cities in San Mateo County. The City Selection Committee is required to appoint city representatives to board, commissions, and agencies as required by law. (California Government Code §50270.) City Selection Committee is comprised of Mayors of all 20 incorporated cities/towns in San Mateo County. The City Selection Committee meeting will take place at the Colma Fire House, 50 Reiner Street, Colma CA, 94014 at 6:15 p.m., December 16, 2022.

According to the Council of Cities bylaws, the Mayor is designated as the voting member for each city.

Following past practice, this item is on the agenda in order to provide input to the Mayor or alternate for voting purposes. The 2023 City Selection Committee proxy designee form can be found as Attachment B.

Several regional seats will become vacant through the San Mateo County Council of Cities. Under consideration are the following (Attachment A):

California Identification System (CAL-ID)
• Selection of one (1) City Councilmember to serve on CAL-ID representing all Cities within San Mateo County or a term of three (3) years beginning January 1, 2023 through December 31, 2025 • Daly City Councilmember Glenn Sylvester is seeking reappointment • Foster City Vice Mayor Jon Froomin is seeking appointment San Mateo County Transportation Authority (SMCTA)
• Selection of one (1) City Councilmember to serve on the SMCTA representing all Central Judicial Cities (Eligible cities: Belmont, Burlingame, Foster City, Half Moon Bay, Hillsborough, Millbrae and San Mateo) for a term of two (2) years beginning January 1, 2023 through December 31, 2024 AGENDA ITEM F-4 Page F-4.1
Staff Report #: 22-241-CC
City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov • Belmont Mayor Julia Mates, is seeking reappointment
• Selection of one (1) City Councilmember to serve on the SMCTA representing all Southern Judicial Cities (Eligible cities: Atherton, East Palo Alto, Menlo Park, Portola Valley, Redwood City, San Carlos and Woodside) for a term of two (2) years beginning January 1, 2023 through December 31, 202 • East Palo Alto City Councilmember Carlos Romero is seeking reappointment San Mateo County Transit District (SamTrans)
• Selection of one (1) City Councilmember to serve on SamTrans representing all Central Judicial Cities (Eligible cities: Belmont, Burlingame, Foster City, Half Moon Bay, Hillsborough, Millbrae and San Mateo) for a term of four (4) years beginning January 1, 2023 through December 31, 2026 • Half Moon Bay Vice Mayor Deborah Penrose, is seeking appointment • Hillsborough City Councilmember Marie Chuang, is seeking appointment • Selection of one (1) City Councilmember to serve on SamTrans representing all Northern Judicial Cities (Eligible cities: Brisbane, Colma, Daly City, Pacifica, San Bruno and South San Francisco) for a term of four (4) years beginning January 1, 2023 through December 31, 2026 • San Bruno Mayor Rico E. Medina is seeking reappointment City Selection Committee for 2023
• Election of a Chairperson to the City Selection Committee for 2023 (Note: Candidates must be a current mayor or city councilmember) • San Bruno Mayor Rico E. Medina, is seeking reappointment • Election of a Vice Chairperson to the City Selection Committee for 2023 (Note: Candidates must be a current mayor or city councilmember) • South San Francisco City Councilmember Eddie Flores, is seeking reappointment Impact on City Resources
There is no impact on City resources.

Environmental Review
This action is not a project within the meaning of the California Environmental Quality Act (CEQA) Guidelines §§ 15378 and 15061(b)(3) as it will not result in any direct or indirect physical change in the environment.

Public Notice
Public notification was achieved by posting the agenda, with the agenda items being listed, at least 72 hours prior to the meeting.

Attachments
A. December 16, 2022, City Selection Committee agenda
B. 2022 City Selection Committee proxy designee form
Page F-4.2
Staff Report #: 22-241-CC
City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov Report prepared by:

Judi A. Herren, Assistant to the City Manager/City Clerk Page F-4.3
1 | Page
TO: MAYORS OF SAN MATEO COUNTY
FROM: SUKHMANI S. PUREWAL, SECRETARY
SUBJECT: MEETING OF THE CITY SELECTION COMMITTEE
Mayor Rico E. Medina, Chairperson of the San Mateo County City Selection Committee called for a Regular meeting of the Committee at 6:15 p.m. on Friday, December 16, 2022, at Colma Fire House, 50 Reiner Street, Colma, CA 94014.

AGENDA
1) Roll Call
2) Selection of one (1) Councilmember to serve on the California Identification System (CAL-ID) representing Cities (All Cities eligible) for a term of three (3) years beginning January 1, 2023, through December 31, 2025
i. Daly City Councilmember Glenn Sylvester, is seeking reappointment ii. Foster City Vice Mayor Jon Froomin, is seeking appointment 3) Selection of one (1) Councilmember to serve on the San Mateo County Transportation Authority (SMCTA) representing Central Cities (Eligible cities: Belmont, Burlingame, Foster City, Half Moon Bay, Hillsborough, Millbrae and San Mateo) for a term of two (2) years beginning January 1, 2023, through December 31, 2024
i. Belmont Mayor Julia Mates, is seeking reappointment
4) Selection of one (1) Councilmember to serve on the San Mateo County Transportation Authority (SMCTA) representing Southern Cities (Eligible cities: Atherton, East Palo Alto, Menlo Park, Portola Valley, Redwood City, San Carlos and Woodside) for a term of two (2) years beginning January 1, 2023, through December 31, 2024
i. East Palo Alto Councilmember Carlos Romero, is seeking reappointment 5) Selection of one (1) Councilmember to serve on the San Mateo County Transit District (SamTrans) representing Central Cities (Eligible cities: Belmont, Burlingame, Foster City, Half Moon Bay, Hillsborough, Millbrae, and San Mateo) for a term of 4 years beginning January 1, 2023, through December 31, 2026
i. Half Moon Bay Vice Mayor Deborah Penrose, is seeking appointment ii. Hillsborough Councilmember Marie Chuang, is seeking appointment

SAN MATEO COUNTY CITY SELECTION COMMITTEE
Rico E. Medina, Chairperson
Eddie Flores, Vice Chairperson
Sukhmani S. Purewal, Secretary
400 County Center
Redwood City, 94063
650-363-1802
ATTACHMENT A Page F-4.4
2 | Page
6) Selection of one (1) Council Member to serve on the San Mateo County Transit District (SamTrans) representing Northern Cities (Eligible cities: Brisbane, Colma, Daly City, Pacifica, San Bruno, and South San Francisco) for a term of 4 years beginning January 1, 2023, through December 31, 2026
i. San Bruno Mayor Rico E. Medina, is seeking reappointment 7) Election of a Chairperson to the City Selection Committee for 2023 (Note: Candidates must be a current Mayor or Council Member) i. San Bruno Mayor Rico E. Medina, is seeking reappointment 8) Election of a Vice Chairperson to the City Selection Committee for 2023 (Note: Candidates must be a current Mayor or Council Member) i. South San Francisco Councilmember Eddie Flores, is seeking reappointment 9) Oral Communications and Announcements
i. Public Comment – Opportunity for the public to address the San Mateo County City Selection Committee.
ii. Any subject not on the agenda may be presented at this time by members of the City Selection Committee. These topics cannot be acted upon or discussed, but may be agendized for a later meeting date.

If you have any questions or require additional information, contact Sukhmani S. Purewal at (650) 363- 1802.

Page F-4.5

OFFICE OF THE CITY COUNCIL

CITY OF DALY CITY
333 – 90TH STREET
DALY CITY, CA 94015-1895
11/23/2022
Esteemed Colleagues,
It has been a pleasure to serve as your representative for the California Identification System -Random Access Network.

California Identification System (CAL-ID) is the automated system maintained by the Department of Justice for retaining fingerprint files and identifying latent fingerprints.

It assists in the quick search and retrieval of fingerprints mostly for known assailants that have committed crimes. In cases where an officer on the field cannot or has difficulty identifying someone a search, of the system (if having a prior arrest record) has proven this to be a valuable resource. The system is maintained by the State Department of Justice and is available for all law enforcement agencies throughout California.

As retired Police Officer assigned to the Crime Scenes Investigation unit for one of the largest metropolitan cities in California for over 15 years specifically , my duties included the collection of various types of evidence to include blood, breath, urine, and latent fingerprints to name a few. The latter includes a system since it’s 1985 inception under the name of AFIS (Automated Fingerprint Identification System).

It is my desire to continue to serve on this Committee along with other Chiefs of Police, Sheriff of San Mateo County, and a City Manager. We work very well together and as a political appointee, I understand the need, technological advancements, and can think like Law Enforcement, with the Community and Political needs in mind always, which can be a delicate balancing act.

I would appreciate your continued support.

Sincerely,
Glenn R. Sylvester
Councilmember, City of Daly City

CITY COUNCIL
RAYMOND A. BUENAVENTURA

RODERICK DAUS-MAGBUAL

PAMELA DIGIOVANNI
JUSLYN C.MANALO
GLENN R. SYLVESTER
THOMADS J. PICCOLOTTI

INTERIM-CITY MANAGER
K. ANNETTE HIPONA

CITY CLERK
DANECA M. HALVORSON

CITY TREASURER
PHONE (650) 991-8008
Item No. 2(i)
Page F-4.6
San Mateo County
City Selection Committee
RE: Cal-ID Board Consideration
City Selection Committee Members:

I am expressing my interest in serving on the San Mateo County CAL-ID Board as the representative from local government. As a retired law enforcement professional, I am familiar with the California Identification System and its importance in accurately identifying people, solving crimes, and giving closure to crime victims. Maintaining a robust and easily accessible and dependable system in various law enforcement environments (jail, police departments, in-field) is critical to the value of the program.

I have a strong background in budgeting and problem solving, which may be of value to this board.

In my inquiry about this position, I learned of budget concerns and interests in potentially rolling out more in-field identification tools. It appears that our local Cal-ID is approaching a crossroads, needing to consider long term solvency solutions. I believe my skills will be helpful in this endeavor.

I have not previously served on a regionally selected board and would appreciate the support of the selection committee. Since joining the City Council in Foster City, I have served on the South Bayside Waste Management Authority Board and the Emergency Services Council JPA. I believe I have been an active and engaged member of these regional collaborations and will do the same while representing all of our communities on the San Mateo County California Identification Board.

Thank you for your consideration,
Jon Froomin, Vice Mayor
City of Foster City
Item No. 2(ii)
Page F-4.7

CITY OF BELMONT
November 22, 2022
Dear Honorable Mayors and City Councilmembers:

One Twin Pines Lane
Belmont, CA 94002
Thank you all for your continued work in service to your communities and beyond. It is a pleasure and honor to serve as the Central Judicial Cities representative and I am writing to seek your support for a second term appointment to the San Mateo County Transportation Authority ("TA") Board of Directors ("the Board") Central Judicial Cities' seat.

I am deeply grateful to serve our communities on the TA. One of the accomplishments I am most proud of during my service is initiating quarterly updates to increase communication and outreach to councilmembers, mayors, vice-mayors, and city staff.

My intent for these updates is to highlight key decisions, issues, or opportunities important for city councils and policy makers to be aware of, rather than providing a recap of the agenda items of these meetings. I became acutely aware of the need for these updates after speaking with many of you about the TA and your suggestions for improvement.

The initial updates I prepared for you resulted in such positive feedback from my council colleagues in neighboring cities that the Transit District board and staff thought it would be beneficial to do quarterly updates on the activities and actions of the entire District.

Now, District-wide quarterly updates are being prepared and disseminated and I serve as the TA board liaison to staff to identify those important topics of likely interest to councilmembers.

The TA plays a vital role in providing critical transit funding for expressly local investment supporting both capital and operational needs through Measures A and W.

While we experienced unforeseen setbacks in the world of transportation due to the pandemic and have not yet reached pre-pandemic levels, I was gratified to perform the work of ensuring the sales tax revenue of Measures A and W were allocated appropriately and that the TA was able to continue to invest in efforts such as the Pedestrian and Bicycle Program for almost $18 million this year.

I am asking for your support so that I can continue to work with staff and my colleagues to find solutions to challenges the TA will face and take advantage of the opportunities it encounters. I will continue to ensure that equity is a consideration in awarding funding and, as always, as a board member, my "door" will always be open, and your thoughtful input will always play a role in my decision-making.

Item No. 3(i)
Page F-4.8
Page F-4.9
City of East Palo Alto Telephone Number: (650) 853-3100 2415 University Avenue Fax Number: (650) 853-3115
East Palo Alto, CA 94303

CITY OF EAST PALO ALTO
December 1, 2022
Re: San Mateo County Transportation Authority City Seat- Southern Judicial Cities Re-Appointment Honorable Mayors and Council Members:

I write to seek your support for re-appointment to the San Mateo County Transportation Authority (SMCTA) Southern Judicial Cities seat. As immediate past Mayor of East Palo Alto, former vice-chair of CCAG, board member of Commute.org, and an active participant in Council of Cities meetings, I have engaged many of you in transportation discussions. It is vitally important we listen to one another and collectively arrive at decisions that affect our cities. As a diverse county we must cooperate and reach reasoned transportation solutions that address our urban and rural growth challenges.

While on the SMCTA I have played a meaningful role in developing our newest strategic plan that sets forth a comprehensive blueprint for funding our transit, roadways, and non-motorized forms of transportation cost effectively, efficiently and equitably. I have also brought to bear a deep experience in finance and financial oversight gained from my professional work as a developer and affordable housing consultant.

The SMCTA will play a pivotal role in prioritizing and leveraging our local monies to allow our cities to guarantee the flow of funds for transit, bike/ped, road and highway improvement projects. Among the many projects and priorities that must be balanced are the implementation of complete streets, shuttles, the Highway 101 Managed Lanes Project, much needed grade separations, and TDM, to cite only a few. My nine years on ABAG’s Regional Planning Committee and my studies in urban economics, urban planning, real estate finance, and transportation at Stanford and Harvard have been essential in allowing me to understand the complicated finances and activities of the SMCTA.

I am always mindful of our cities’ numerous needs, and sometimes divergent concerns. I will always engage in reasoned discourse, respectful of all positions, that seeks collaborative and truly effective solutions that maintain and improve our transportation options sustainably.

I humbly ask for your support. Please contact me should you have any questions concerning my reappointment. I may be reached at (650) 283-2852 or by email: [email protected].

Sincerely,
Carlos Romero
Mayor Rubén Abrica
Vice Mayor Lisa Gauthier
Council Members
Antonio Lopez
Carlos Romero
Regina Wallace-Jones
Item No. 4(i)
Page F-4.10
December 2, 2022
Sukhmani Purewal
Secretary of the City Selection Committee
Assistant Clerk of the Board of Supervisors
Via email to [email protected]
Re: Letter of Interest for Appointment to San Mateo County Transit District Dear Sukhmani Purewal:
it District
(SamTrans), representing Central Judicial Cities. I respectfully request your support and appointment. My experience, leadership, skills set, and record of action on the Half Moon Bay City Council and in my roles elsewhere, illustrate my commitment and dedication to serving the community and San Mateo County.

I have served the community of Half Moon Bay on its City Council since 2014, including terms as Vice-Mayor (2017, 2022) and Mayor (2018), and was just re-elected to the Council. My other public service experience includes serving on the C/CAG Congestion Management and Environmental Quality Committee (CMEQ); and as a board member of Commute.org and Sewer Authority Mid-Coastside. In addition, I currently serve on Half As part of that subcommittee, -
related issues. These include our long-term transportation capital projects, local traffic calming and safety projects, Highway 1 Safety and Operational Improvements programs, and multi-jurisdictional efforts such as the Midcoastside Transportation Demand Management Plan (with San Mateo County).

Transportation is a key issue among my constituents, and throughout the County. Transportation is also an environmental issue, and as
coordination with a variety of inter-governmental jurisdictions including the Coastal Commission, the Coastside Fire Protection District Caltrans, the Highway Patrol, state-level elected officials, State Parks, and other agencies.

The common thread in my experience is my strong desire to serve the community in areas which I find of great importance to the quality of life of my constituents of today, as well as for the generations of the future. Our Item No. 5(i)
Page F-4.11
actions as policymakers today must help ensure the well-being of those future generations. I believe this perspective can greatly contribute to the efforts of SamTrans.

Thank you for your consideration of giving me the opportunity serve on SamTrans. Please feel free to contact me at [email protected] if you have any questions or need additional information.

Sincerely,
Deborah Penrose
Vice Mayor, City Council of Half Moon Bay
cc:

Half Moon Bay City Council
Matthew Chidester, Half Moon Bay City Manager
Page F-4.12

TOWN OF HILLSBOROUGH
California
Town Hall
Phone: 650-375-7400 | Fax: 650-375-7475 | 1600 Floribunda Avenue, Hillsborough, CA 94010 | www.hillsborough.net November 21, 2022
c/o Sukhmani Purewal
Secretary of City Selection Committee and Assistant Clerk of the Board of Supervisors County of San Mateo
400 County Center
Redwood City, CA 94063
Via e-mail to: [email protected]
Re: San Mateo County Transit District (SamTrans) – Central Judicial Cities Seat Dear Honorable Mayors and City Councilmembers:

I am writing to seek your support for appointment to the San Mateo County Transit District (SamTrans) Board of Directors Central Judicial Cities seat.

SamTrans provides a vital service to all of the communities we represent including bus service, shuttles and paratransit and continues to serve as the managing agency for Caltrain.

For eight years, I have served as a representative and chair (2020-22) of the San Mateo County City & County Association of Governments (C/CAG). As you are likely aware, C/CAG, among its many oversight duties, serves at the Transportation Congestion Management Agency (CMA) for San Mateo County, which is charged with the responsibility of distributing state and federal transportation funding and planning with the objective of improving mobility and the environment.

The CMA functions include coordinating and operating shuttles in collaboration with SamTrans, supporting the work of Commute.org to promote transit, active transit and to reduce single-occupancy vehicle use.

C/CAG is also charged with implementing the San Mateo County Smart Corridor project which is designed to improve mobility on local streets by installing Intelligent Transportation System (ITS) equipment, such as an interconnected traffic signal system, closed-circuit television (CCTV) cameras, dynamic message signs and vehicle detection systems on predefined designated local streets and state routes. Again, much of this work is being done in coordination with SamTrans to improve bus service and coordinate with other transit agencies.

At present, SamTrans is undergoing significant changes with the launch of Reimagine SamTrans – a comprehensive realignment of service to best meet the needs of riders in San Mateo County, the appointment of a new general manager, and the increasing necessity to more formally integrate service regionally.

I am committed to utilizing my expertise and experience in transit planning and coordination that are yielding significant improvements for the entire county and our communities which will be particularly valuable during this period of change. Serving on the SamTrans Board will enable me to help address transportation issues on a Item No. 5(ii)
Page F-4.13
November 21, 2022

large-scale and at a regional level. I would be honored to have your support for this position.

If I can provide any additional information that would help you in making your decision or answer any questions at all, please do not hesitate to contact me at [email protected] or (650) 477-6523.

Thank you for your consideration.

Sincerely,
Marie Chuang
Councilmember, Town of Hillsborough
Page F-4.14

CITY OF SAN BRUNO
Rico E. Medina
Mayor
567 El Camino Real, San Bruno, California 94066-4299
Voice: (650) 616-7060 ∙ Fax: (650) 742-6515
www.sanbruno.ca.gov
December 1, 2022
Dear Honorable Mayors and City Council Members in San Mateo County, This letter is to serve as confirmation of my interest to reapply for the Northern Judicial Cities appointment to the SamTrans Board of Directors. I am currently serving out the vacancy created when Karyl Matsumoto who retired from the South San Francisco City Council at the end of 2020.

At that time, I sought the appointment because I believed my experience serving on the Transportation Authority and the 101 Managed Express Lane JPA would allow me to hit the ground running.

I believe I have been an effective and solutions oriented SamTrans Board Member from day one focused on ensuring the cities, towns and county that make up the SamTrans service area are provided excellent services and programs.

Working with my fellow Board Members, SamTrans professional staff, and many of you since my swearing in on February 3, 2021, has been an honor. Collectively we have dealt with challenges, launched new programs, and laid the foundation for many exciting things to come, including:
• SamTrans never shut its doors during COVID-19 and continued getting people to work and important places without interruption. Free rides for appointments were offered. • SamTrans Recovered by 80% of pre-COVID riders, based on statistics we have the highest pre pandemic ridership of other transit agencies. • Free Student passes for those who qualify for the free lunch program. • Piloting with other agencies for regional transit passes for some schools, universities, and affordable housing communities.
• Taking delivery of zero emission buses and planning the transition to total zero emission buses prior to the madidate by the state.
• Participated in negotiating for Caltrain governance changes with Santa Clara and San Francisco counties and maintaining SamTrans as still the managing agency; and negotiated to be repaid $35 million dollars for prior investments made for preserving the Caltrain right-of- way.
• Comprehensive bus network analysis (Reimagine SamTrans) which resulted in the biggest changes to our bus system in 20 years, which increased ridership while focusing on equity priority areas who are most in need of the bus services. • Successfully negotiated with four bargaining units for a 3-year contact with no work stoppages.

Item No. 6(i)
Page F-4.15

December 1, 2022
567 El Camino Real, San Bruno, California 94066-4299
Voice: (650) 616-7060 ∙ Fax: (650) 742-6515
www.sanbruno.ca.gov
• Selected a new General Manager who is the first woman to lead the San Mateo County Transit District.

I believe that in my 22 months of serving in this role I have added to the team, attended every meeting, and fulfilled my commitment to making a difference including currently serving as the Chair of the Transportation Authority and the 101 Managed Express Lane JPA. I am seeking a full term to continue the work that is before us and provide the essential service to our customers, retain quality staff, and serve the County of San Mateo.

If you have any questions, please feel free to email or contact me.

Thank you for your consideration.

Respectfully,
Rico E. Medina
Mayor
Page F-4.16

CITY OF SAN BRUNO
Rico E. Medina
Mayor
567 El Camino Real, San Bruno, California 94066-4299
Voice: (650) 616-7060 ∙ Fax: (650) 742-6515
www.sanbruno.ca.gov
December 1, 2022
To The Honorable Mayors and City Council Members in San Mateo County, This letter is to express my interest in applying for the Chair of the Council of Cities and Selection Committee for 2023.

As you know, I am currently the Chair of the Council of Cities and Selection Committee.

I have found this position informative, inspiring, and rewarding and would like to continue as chair for 2023.

I believe that the Council of Cities provides a great opportunity to showcase various communities, exchange ideas, build camaraderie and celebrate the County of San Mateo, which we are all a part of, contribute to and are proud to call home.

If you have any questions or would like to discuss further, please email or give me a call.

Respectfully,
Rico E. Medina
Mayor
Item No. 7(i)
Page F-4.17
Item No. 8(i)
Page F-4.18
TO: Sukhmani S. Purewal, Secretary
City Selection Committee
SUBJECT: Alternate to the City Selection Committee
I __________________________, Mayor of the City/Town of _____________________________, hereby appoint Councilmember __________________________________________, to serve as my alternate to the City Selection Committee meeting(s).

In the absence of my appointee, I then appoint: (Please choose one) Councilmember __________________________________ to represent me Vice-Mayor and each Councilmember in order of seniority (You must check only ONE of the following options)
My alternate is to serve for the:
meeting only
Date
duration of my term of office as Mayor
I do not choose to appoint an alternate
________________________________________ ___________________________ Signature of Mayor Date
Please return to:

Sukhmani S. Purewal, Secretary
County Executive's Office
Hall of Justice, 400 County Center, 1st Floor
Redwood City, CA 94063
Or email to [email protected] or bring to the meeting If you should have any questions please do not hesitate to call me (650) 363-1802 Updated on 12/2/2022

SAN MATEO COUNTY CITY SELECTION COMMITTEE
Rico E. Medina, Chairperson
Eddie Flores, Vice Chairperson
Sukhmani S. Purewal, City Selection Secretary
400 County Center
Redwood City, 94063
650-363-1802
ATTACHMENT B Page F-4.19
City Manager's Office

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov

STAFF REPORT
City Council
Meeting Date: 12/13/2022
Staff Report Number: 22-244-CC
Informational Item: City Council agenda topics: December 21, 2022 – January 2023
Recommendation
The purpose of this informational item is to provide the City Council and members of the public access to the anticipated agenda items that will be presented to the City Council. The mayor and city manager set the City Council agenda so there is no action required of the City Council as a result of this informational item.

Policy Issues
In accordance with the City Council procedures manual, the mayor and city manager set the agenda for City Council meetings.

Analysis
In an effort to provide greater access to the City Council’s future agenda items, staff has compiled a listing of anticipated agenda items, Attachment A, through January 2023. The topics are arranged by department to help identify the work group most impacted by the agenda item.

Specific dates are not provided in the attachment due to a number of factors that influence the City Council agenda preparation process. In their agenda management, the mayor and city manager strive to compile an agenda that is most responsive to the City Council’s adopted priorities and work plan while also balancing the business needs of the organization. Certain agenda items, such as appeals or State mandated reporting, must be scheduled by a certain date to ensure compliance. In addition, the meeting agendas are managed to allow the greatest opportunity for public input while also allowing the meeting to conclude around 11 p.m. Every effort is made to avoid scheduling two matters that may be contentious to allow the City Council sufficient time to fully discuss the matter before the City Council.

Public Notice
Public notification was achieved by posting the agenda, with the agenda items being listed, at least 72 hours prior to the meeting.

Attachments
A. City Council agenda topics: December 21, 2022 – January 2023 Report prepared by:

Judi A. Herren, Assistant to the City Manager/City Clerk AGENDA ITEM G-1 Page G-1.1
Through January 2023
Tentative City Council Agenda
# Title Department Item type City Council action1 AB 1600 impact fees report ASD Consent Receive and file2 Approve purchase of network core switches as included in IT Maser Plan ASD Consent Approve3 Mid-year budget amendment ASD Regular Approve4 Personnel Activity Report ASD Informational No action5 Proposal for Office 365 ASD Consent Approve6 Housing Element CDD Regular Adoption8 Provide direction regarding revisions to the City’s draft Housing Element in response to comments from the State Department of Housing and Community Development (HCD) CDD Study Session Direction to staff9 Update Menlo Uptown conditions of approval and public improvement agreement to remove requirements at WIllow/Bay CDD, PW Regular Approve 7 Outdoor dining and parklets CMO Informational No action10 Adopt a resolution approving the City Council Community Funding Subcommittee’s recommendations for 2022-23 community funding allocations CMO Regular Adopt resolution 11 Adopt a resolution to continue conducting the City’s Council and advisory body meetings remotely due to health and safety concerns for the public CMO Consent Adopt resolution 12 Appoint City Council representatives and alternates to various local and regional agencies and as liaisons and members to City Council advisory bodies CMO Regular Decide 13 Appoint City Councilmembers to various standing and ad hoc subcommittees, and disband inactive ad hoc subcommittees CMO Regular Decide 14 Interview and appoint City Councilmember to District 5 seat vacancy CMO Regular Decide 15 Presentation: East Palo Alto Sanitary District CMO Proclamation No action 16 Proclamation: National Human Trafficking Awareness Day CMO Proclamation No action 17 Receive and file 2021 priorities, work plan quarterly report as of December 31, 2022 and advisory body work plan update CMO Consent Receive and file 18 Recognition of outgoing City Councilmember CMO Regular No action 19 Swearing in of new city councilmember D5 CMO Regular No action 20 Transmittal of city attorney billing CMO Informational No action 21 Adopt a resolution authorizing the city manager to execute a Continued Funding Application with the California Department of Education for continued funding of the Belle Haven Child Development Center operational costs in fiscal year 2023-24 LCS Consent Adopt resolution
22 Adopt a resolution establishing City Council Policy CC-22-XXX Commemorative Park Amenities Policy LCS Consent Adopt resolution 23 MPCC - furniture and non-fixed equipment procurement LCS Regular Approve24 MPCC - staffing considerations LCS Informational No action25 Provide direction for updating City Council Policy CC-86-001, “Naming and/or changing the name of facilities” LCS Regular Direction to staff26 Police department quarterly update – Q4 October 2022 - December 2022 PD Informational Receive and file27 Adopt a resolution for Urban Community Drought Relief Grant PW Consent Adopt resolution ASD-Administrative Services
CMO- City Manager's Office
CDD-Community Development
LCS-Library and Community Services
PD-Police
PW-Public Works

ATTACHMENT A
Page G-1.2
Through January 2023
Tentative City Council Agenda
# Title Department Item type City Council action28 Adopt resolution to remove parking on Middle Avenue to implement complete streets project PW Regular Adopt resolution29 Consider an appeal of the Complete Streets Commission decision to remove two parking spaces on Roble Avenue PW Regular Decide ASD-Administrative Services
CMO- City Manager's Office
CDD-Community Development
LCS-Library and Community Services
PD-Police
Page G-1.3
PW-Public Works