0° 06' 10" W. 130. 00 FEET TO THE NORTHEASTERLY CORNER THEREOF; THENCE ALONG THE NORTHERLY LINE THEREOF N. 89° 34' W. 209. 19 FEET TO THE TRUE POINT OF BEGINNING.
PARCEL TWO:
AN EASEMENT FOR PURPOSES OF INSTALLATION, OPERATION, MAINTENANCE,
REPAIR AND REPLACEMENT OF PUBLIC UTILITIES AND SANITARY SEWERS, AS CONVEYED IN THAT CERTAIN CORPORATION GRANT DEED RECORDED APRIL 26, 1965 AS INSTRUMENT NO. 2838083, IN BOOK 6933, PAGE 651 OF OFFICIAL RECORDS, IN, ALONG, OVER, UNDER AND THROUGH A STRIP OF LAND 10 FEET IN WIDTH, THE NORTHERLY LINE FROM WHICH IS DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWESTERLY CORNER OF LOT 7 IN THE CENTER LINE OF STIERLING ROAD ( 50 FEET IN WIDTH) AS SHOWN ON THE MAP HEREINABOVE REFERRED TO; THENCE ALONG THE NORTHERLY LINE OF LOT 7, S. 89° 34' E. 1360. 00 FEET TO THE NORTHEASTERLY CORNER OF SAID LOT 7. EXCEPTING THEREFROM ALL THAT PORTION THEREOF LYING WITHIN PARCEL ONE ABOVE.
PARCEL THREE:
A NON- EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS, AS CONVEYED IN THAT CERTAIN GRANT OF EASEMENT RECORDED JUNE 1, 1994 AS INSTRUMENT NO. 12520689 IN BOOK N466, PAGE 0039 OF OFFICIAL RECORDS, OVER THE EASTERLY 20. 00 FEET OF LAND DESCRIBED IN THE DEED FROM DAVID D. MILLER AND KARI D. MILLER TO TECHNOLOGY FOR COMMUNICATIONS INTERNATIONAL, RECORDED IN BOOK K326 OF OFFICIAL RECORDS AT PAGES 2179- 2181 SANTA CLARA COUNTY RECORDS, MORE PRECISELY DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE NORTHERLY RIGHT OF WAY LINE OF SPACE PARK
WAY, SAID POINT BEING THE SOUTHEAST CORNER OF THE ABOVE MENTIONED PARCEL; THENCE ALONG SAID LINE OF SPACE PARK WAY AND THE SOUTHERLY PROPERTY LINE OF SAID PARCEL, NORTH 89° 34' 00" WEST 20. 00 FEET; THENCE ALONG A LINE PARALLEL WITH AND 20. 00 FEET WESTERLY, MEASURED AT RIGHT ANGLES FROM THE EASTERLY LINE OF SAID PARCEL, NORTH 0° 26' 00" EAST 130. 00 FEET TO THE NORTHERLY LINE OF SAID PARCEL; THENCE ALONG SAID NORTHERLY LINE SOUTH 89° 34' 00" EAST 20. 00 FEET TO THE NORTHEAST CORNER OF SAID PARCEL; THENCE ALONG THE EASTERLY LINE OF SAID PARCEL SOUTH 0° 26' 00" EAST 130. 00 FEET TO
THE NORTHERLY RIGHT OF WAY LINE OF SPACE PARK WAY AND THE POINT OF BEGINNING.
SAID PARCEL BEING THE SAME AS CONVEYED IN THE GRANT DEED FROM THE
CHURCH IN MOUNTAIN VIEW, A CALIFORNIA NON PROFIT CORPORATION TO SPACE
PARK PROPERTIES, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY RECORDED JULY 11, 2008 AS INSTRUMENT NO. 19915493 OF OFFICIAL RECORDS.
TRACT EIGHT: ( 1674 N Shoreline Blvd, APN 116- 10- 109) EXHIBIT A - Property Legal Description
Ordinance No. 9. 2023
ALL OF LOT 10 AS SHOWN UPON THAT CERTAIN MAP ENTITLED, " MAP OF LOS ALAMOS ACRES", WHICH MAP WAS FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA, ON MARCH 19, 1929 IN BOOK X OF MAPS, PAGES 28 AND 29.
EXCEPTING THEREFROM THE FOLLOWING: ALL THAT CERTAIN REAL PROPERTY
SITUATE IN THE CITY OF MOUNTAIN VIEW, COUNTY OF SANTA CLARA, STATE OF CALIFORNIA, BEING A PORTION OF LOT 10, AS SAID LOT IS SHOWN ON THE MAP OF LOS ALAMOS ACRES, RECORDED IN BOOK " X" OF MAPS, AT PAGES 28 AND 29, SANTA
CLARA COUNTY RECORDS, AS CONVEYED BY THAT CERTAIN GRANT DEED DATED FEBRUARY 25, 1981 EXECUTED BY LORRAINE C. KIMES AND IN FAVOR OF THE CITY OF MOUNTAIN VIEW AND RECORDED MARCH 17, 1981 IN BOOK F963, PAGE 526 OF OFFICIAL RECORDS AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEING A STRIP OF LAND 45. 00 FEET IN WIDTH, THE EASTERLY LINE THEREOF LYING
ALONG THE CENTERLINE OF STIERLIN ROAD, ( NOW SHORELINE BOULEVARD) AS SAID
ROAD IS SHOWN ON SAID MAP, THE SOUTHERLY TERMINUS OF SAID STRIP LYING
ALONG THE SOUTHERLY LINE OF SAID LOT, AND THE NORTHERLY TERMINUS OF SAID STRIP LYING ALONG THE NORTHERLY LINE OF SAID LOT.
ALSO EXCEPTING THEREFROM, ALL THAT PORTION GRANTED TO THE CITY OF
MOUNTAIN VIEW, A CALIFORNIA CHARTER CITY AND MUNICIPAL CORPORATION BY DEED RECORDED AUGUST 26, 2021 AS INSTRUMENT NO. 25078800 OF OFFICIAL RECORDS.
TRACT NINE:
PARCEL ONE: ( 1220 Pear Ave, APN 116- 14- 028)
LOT 10, AS SHOWN ON THAT CERTAIN MAP ENTITLED, " MAP OF THE SUBDIVISION OF LOTS 4, 5 AND 6 OF LOS ALAMOS SITUATED IN THE NORTHWEST QUARTER OF SECTION 15 T. 6S. R. 2 W. FILED DECEMBER 6, 1927, IN BOOK " W" OF MAPS, AT PAGE 24, RECORDS OF SANTA CLARA COUNTY.
PARCEL TWO: ( 1230 Pear Ave, APN 116- 14- 095)
ALL OF LOT 9, AS SHOWN UPON THAT CERTAIN MAP ENTITLED, " MAP OF THE SUBDIVISION OF LOTS 4, 5 AND 6 OF LOS ALAMOS", WHICH MAP WAS FILED FOR
RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA, ON DECEMBER 6, 1927 IN BOOK W OF MAPS, AT PAGE 24.
TRACT TEN ( 1599 N Shoreline Blvd & 1601 N Shoreline Blvd, APN 116- 14- 058) BEGINNING AT THE NORTHWESTERLY CORNER OF LOT 6, AS THE SAME IS LAID DOWN,
DESIGNATED AND DELINEATED UPON THAT CERTAIN MAP OF LOS ALAMOS TRACT
WHICH SAID MAP IS OF RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA IN BOOK " N" OF MAPS, PAGE 91, AND RUNNING THENCE S. 890 34" E. ALONG THE NORTHERLY LINE OF SAID LOT 6, 427.42 EXHIBIT A - Property Legal Description
Ordinance No. 9. 2023
FEET; THENCE SOUTH 217. 83 FEET; THENCE N. 87o W. 428 FEET TO THE WESTERLY LINE OF SAID LOT 6; THENCE NORTH ALONG SAID LAST NAMED LINE, BEING ALSO THE ORIGINAL CENTER LINE OF STIERLIN ROAD 198. 71 FEET TO THE POINT OF BEGINNING AND BEING A PART OF LOT 6, AS SHOWN UPON THE MAP HEREINABOVE REFERRED TO. ABOVE DESCRIBED PROPERTY ALSO DESCRIBED AS LOT 1, AS DESIGNATED ON THE MAP ENTITLED, " MAP OF THE SUBDIVISION OF LOTS 4, 5 AND 6 OF LOS ALAMOS",
WHICH MAP WAS FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA ON DECEMBER 6, 1927 IN BOOK " W" OF MAPS, PAGE 24.
TRACT ELEVEN:
PARCEL ONE: ( 1555 Plymouth St, APN 116- 13- 027)
ALL OF PARCEL 1, AS SHOWN ON THAT CERTAIN PARCEL MAP FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA CLARA ON OCTOBER 25, 1982 IN BOOK 505 OF MAPS, AT PAGES 37 AND 38.
PARCEL TWO:
A NON- EXCLUSIVE PRIVATE INGRESS AND EGRESS EASEMENT OVER THE EASTERLY 3 FEET OF PARCEL 3 OF THE ABOVE REFERRED TO PARCEL MAP.
PARCEL THREE:
A NON-EXCLUSIVE PRIVATE INGRESS AND EGRESS EASEMENT OVER THE EASTERLY 14 FEET OF THE SOUTHERLY 262 FEET OF PARCEL 2 OF THE ABOVE REFERRED TO PARCEL MAP.
TRACT TWELVE:
PARCEL ONE: ( 1400 N Shoreline Blvd, APN 116- 13- 034)
ALL OF PARCEL 3, AS SHOWN ON THAT RECORD OF SURVEY MAP, OF A PORTION OF THE NORTHEAST 1/ 4 OF SECTION 16 TOWNSHIP 6 SOUTH RANGE 2 WEST, MOUNT DIABLO BASE AND MERIDIAN WHICH MAP WAS FILED FOR RECORD ON FEBRUARY 07, 1962 IN BOOK 142 OF MAPS, PAGE 50.
PARCEL TWO:
THE RIGHT OF ACCESS TO STIERLIN ROAD OVER AND ACROSS THE COURSE SOUTH 88° 49' EAST 40 FEET, AS SAID COURSE IS SHOWN IN THE DEED FROM WILBUR L CAMP TO THE STATE OF CALIFORNIA, RECORDED AUGUST 15, 1958 IN BOOK 4150, PAGE 645, AS RESERVED IN THE ABOVE MENTIONED DEED.
TRACT THIRTEEN:
PARCEL ONE: ( 1400 N Shoreline Blvd, APN 116- 13- 037)
A PORTION OF STATE PARCEL 24344- 1 GRANTED TO THE STATE OF CALIFORNIA BY WILBUR L. CAMP BY DEED RECORDED AUGUST 15, 1958 IN BOOK 4150, PAGE 645, OFFICIAL RECORDS OF SANTA CLARA COUNTY, DESCRIBED AS FOLLOWS:
COMMENCING AT A POINT ON THE EAST LINE OF PARCEL 3 AS SHOWN ON THAT CERTAIN MAP FILED IN BOOK 142 OF MAPS, PAGE 50, SANTA CLARA COUNTY EXHIBIT A - Property Legal Description
Ordinance No. 9. 2023
RECORDS, SAID POINT BEING THE INTERSECTION OF THE NORTH LINE OF THE LANDS OF THE SATE OF CALIFORNIA, PARCEL 24344, WITH THE WESTERLY LINE OF NORTH SHORELINE BOULEVARD, THENCE SOUTH 5° 24' 44" WEST, A DISTANCE OF 207. 21 FEET;
THENCE ALONG THE ARC OF A TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF
50. 00 FEET THROUGH A CENTRAL ANGLE OF 53° 48' 23", AN ARC DISTANCE OF 46. 95 FEET TO THE POINT OF BEGINNING; THENCE FROM THE POINT OF BEGINNING, SOUTH 08° 17' 07" WEST, A DISTANCE OF 42. 44 FEET; THENCE ALONG THE ARC OF A TANGENT CURVE TO THE RIGHT, HAVING A RADIUS OF 50. 00 FEET, THROUGH A CENTRAL ANGLE OF 60° 22' 56", AN ARC DISTANCE OF 52. 70 FEET; THENCE ALONG THE ARC OF A TANGENT CURVE TO THE LEFT, HAVING A RADIUS OF 270. 38 FEET, THROUGH A CENTRAL ANGLE OF 40° 56' 03", AN ARC DISTANCE OF 193. 17 FEET; THENCE SOUTH 27° 44' 00" WEST, A DISTANCE OF 126. 89 FEET; THENCE ALONG THE ARC OF A TANGENT CURVE TO THE RIGHT, HAVING A RADIUS OF 50. 00 FEET, THROUGH A CENTRAL ANGLE OF 68° 20' 08", AN ARC DISTANCE OF 59. 63 FEET; THENCE NORTH 83° 55' 52" WEST, A DISTANCE OF 34. 37 FEET; THENCE CONTINUING NORTH 83° 55' 52" WEST, A DISTANCE OF 70. 86 FEET TO THE SOUTHEAST LINE OF SAID PARCEL 3; THENCE NORTHEASTERLY ALONG THE ARC OF A TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 101. 00 FEET, FROM A RADIAL BEARING OF SOUTH 06° 04' 08" WEST, THROUGH A CENTRAL ANGLE OF 68° 20' 08", AN ARC DISTANCE OF 120. 46 FEET; THENCE NORTH 27° 44' 00" EAST, A DISTANCE OF 118. 34 FEET; THENCE ALONG THE ARC OF A TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF 336. 00 FEET, THROUGH A CENTRAL ANGLE OF 49° 18' 38", AN ARC DISTANCE OF 289. 17 FEET; THENCE ALONG THE ARC OF A TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 50. 00 FEET, THROUGH A CENTRAL ANGLE OF 17° 49' 31", AN ARC DISTANCE OF 15. 56 FEET TO THE POINT OF BEGINNING.
PARCEL TWO: ( 1400 N Shoreline Blvd, APN 116- 13- 038)
A PORTION OF STATE PARCEL 24344- 1 GRANTED TO THE STATE OF CALIFORNIA BY WILBUR L. CAMP BY DEED RECORDED AUGUST 15, 1958 IN BOOK 4150, PAGE 645, OFFICIAL RECORDS OF SANTA CLARA COUNTY, DESCRIBED AS FOLLOWS:
COMMENCING AT A POINT ON THE EAST LINE OF PARCEL 3 AS SHOWN ON THAT CERTAIN MAP FILED IN BOOK 142 OF MAPS, PAGE 50, SANTA CLARA COUNTY
RECORDS, SAID POINT BEING THE INTERSECTION OF THE NORTH LINE OF THE LANDS OF THE STATE OF CALIFORNIA, PARCEL 24344, WITH THE WESTERLY LINE OF NORTH SHORELINE BOULEVARD, THENCE SOUTH 5° 24' 44" WEST, A DISTANCE OF 207. 21 FEET;
THENCE ALONG THE ARC OF A TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF
50. 00 FEET THROUGH A CENTRAL ANGLE OF 53° 48' 23", AN ARC DISTANCE OF 46. 95 FEET; THENCE SOUTH 08° 17' 07" WEST, A DISTANCE OF 42. 44 FEET; THENCE ALONG THE ARC OF A TANGENT CURVE TO THE RIGHT, HAVING A RADIUS OF 50. 00 FEET, THROUGH A CENTRAL ANGLE OF 59° 54' 18", AN ARC DISTANCE OF 52. 28 FEET TO THE POINT OF BEGINNING; THENCE FROM THE POINT OF BEGINNING CONTINUING ALONG SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 50. 00 FEET, THROUGH A CENTRAL ANGLE OF 00° 28' 38", AN ARC DISTANCE OF 0. 42 FEET; THENCE ALONG THE ARC OF A TANGENT CURVE TO THE LEFT, HAVING A RADIUS OF 270. 38 FEET, THROUGH A CENTRAL ANGLE OF 40° 56' 03", AN ARC DISTANCE OF 193. 17 FEET; THENCE SOUTH 27° 44' 00" WEST, A EXHIBIT A - Property Legal Description
Ordinance No. 9. 2023
DISTANCE OF 126. 89 FEET; THENCE ALONG THE ARC OF A TANGENT CURVE TO THE RIGHT, HAVING A RADIUS OF 50. 00 FEET, THROUGH A CENTRAL ANGLE OF 68° 20' 08", AN ARC DISTANCE OF 59. 63 FEET; THENCE NORTH 83° 55' 52" WEST, A DISTANCE OF
34. 37 FEET; THENCE SOUTH 69° 08' 05" EAST, A DISTANCE OF 39. 06 FEET; THENCE ALONG THE ARC OF A TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 170. 00 FEET, THROUGH A CENTRAL ANGLE OF 103° 15' 12", AN ARC DISTANCE OF 306. 36 FEET; THENCE NORTH 07° 36' 43" EAST, A DISTANCE OF 140. 13 FEET TO THE POINT OF BEGINNING.
TRACT FOURTEEN:
PARCEL ONE: ( 1431 Plymouth St., APN 116- 10- 088)
LOT 13, AS SHOWN AND DELINEATED UPON THAT CERTAIN MAP ENTITLED, " MAP OF LOS ALAMOS ACRES, NORTH OF MOUNTAIN VIEW, SITUATED IN SEC' S. 9 & 16, T. 6 S. R. 2 W. M. D. M.", AND WHICH SAID MAP WAS FILED MARCH 19, 1929 IN THE OFFICE OF
THE COUNTY RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA, IN VOLUME " X" OF MAPS, AT PAGES 28 AND 29. EXCEPTING THEREFROM THAT
PORTION GRANTED TO THE CITY OF MOUNTAIN VIEW IN DOCUMENT RECORDED FEBRUARY 10, 1982 DOCUMENT NO. 7278181.
PARCEL TWO: ( 1477 Plymouth St, APN 116- 10- 101)
PARCEL 1 AS SHOWN ON THAT CERTAIN PARCEL MAP FILED IN THE OFFICE OF THE
RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA ON DECEMBER 18, 1989 IN BOOK 608 OF MAPS, AT PAGE 20.
TRACT FIFTEEN:
PARCEL ONE: ( 1161 San Antonio Rd, APN 116- 02- 037)
COMMENCING AT A POINT IN THE WESTERLY LINE OF THE LANDS OF COASTWISE
CONSTRUCTION COMPANY, AS CONVEYED TO SAID COASTWISE CONSTRUCTION COMPANY, BY DEED DATED MAY 23, 1952 AND RECORDED OCTOBER 6, 1952 IN BOOK 2499 OFFICIAL RECORDS, PAGE 644, DISTANT THEREON SOUTH 6° 00' WEST 60 FEET
FROM AN IRON PIPE SET AT THE POINT OF INTERSECTION OF SAID WESTERLY LINE
WITH A SOUTHWESTERLY LINE OF THAT CERTAIN PARCEL OF LAND CONVEYED IN
THE DEED FROM COASTWISE CONSTRUCTION COMPANY TO HERBERT KERTZ, ET UX, DATED APRIL 22, 1954 AND RECORDED APRIL 27, 1954 IN BOOK 2862 OF OFFICIAL RECORDS, PAGE 109; THENCE PARALLEL WITH SAID SOUTHWESTERLY LINE OF SAID LANDS SO CONVEYED TO KERTZ AND DISTANT SOUTHERLY AT RIGHT ANGLE 60 FEET THEREFROM SOUTH 84° 00' EAST 80 FEET TO THE TRUE POINT OF BEGINNING OF THIS
DESCRIPTION, THENCE FROM SAID TRUE POINT OF BEGINNING, ALONG SAID PARALLEL LINE SOUTH 84° 00' EAST 320. 00 FEET, THENCE ON A CURVE TO THE RIGHT WITH A RADIUS OF 20 FEET THROUGH A CENTRAL ANGLE OF 90° 00' FOR AN ARC DISTANCE OF 31. 42 FEET TO A POINT ON A LINE DRAWN PARALLEL WITH AND DISTANT 60 FEET WESTERLY AT RIGHT ANGLE FROM A WESTERLY LINE OF SAID PARCEL OF LAND SO DEEDED TO KERTZ; THENCE ALONG SAID LAST NAMED PARALLEL LINE SOUTH 6° 00' WEST 79. 43 FEET; THENCE ALONG A CURVE TO THE LEFT WITH A RADIUS EXHIBIT A - Property Legal Description
Ordinance No. 9. 2023
OF 594. 60 FEET THROUGH A CENTRAL ANGLE OF 17° 10' 26" FOR AN ARC DISTANCE OF 178. 23 FEET TO A POINT ON A LINE DRAWN PARALLEL WITH AND DISTANT SOUTHERLY 335 FEET AT A RIGHT ANGLE FROM SAID SOUTHWESTERLY LINE OF THE LAND OF KERTZ HEREINABOVE REFERRED TO; THENCE ALONG SAID LAST NAMED PARALLEL LINE NORTH 84° 00' WEST 386. 51 FEET TO A POINT ON A LINE DRAWN PARALLEL WITH AND DISTANT EASTERLY 60 FEET AT A RIGHT ANGLE FROM SAID LANDS OF COASTWISE CONSTRUCTION COMPANY; THENCE ALONG SAID LAST NAMED PARALLEL LINE NORTH 6° 00' EAST 255. 00 FEET; THENCE ON A CURVE TO THE RIGHT WITH A RADIUS OF 20 FEET THROUGH A CENTRAL ANGLE OF 90° 00' FOR AN ARC DISTANCE OF 31. 42 FEET TO THE POINT OF BEGINNING AND BEING A PORTION OF THE RANCHO RINCON DE LA SAN FRANCISQUITO.
PARCEL TWO: ( 1157 San Antonio Rd, APN 116- 02- 083)
BEGINNING AT THE NORTHWESTERLY CORNER OF PARCEL 1, AS DESCRIBED IN THE
TRUSTEE' S DEED FROM CONTINENTAL AUXILIARY COMPANY, A CORPORATION TO
THE BANK OF AMERICA, NATIONAL TRUST AND SAVINGS ASSOCIATION, A NATIONAL BANKING ASSOCIATION, DATED FEBRUARY 9, 1968, RECORDED IN THE OFFICE OF THE
RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA, ON FEBRUARY 13, 1968, IN BOOK 8024, OF OFFICIAL RECORDS, AT PAGE 136, ON THE EASTERLY LINE OF SAN ANTONIO ROAD; THENCE FROM SAID POINT OF BEGINNING AND ALONG THE NORTHERLY LINE OF SAID PARCEL 1, S. 84° 00' 00" E. 218. 00 FEET TO A POINT; THENCE LEAVING LAST SAID LINE AND AT A RIGHT ANGLE THERETO, S. 6° 00' 00" W. TO A POINT ON THE SOUTHERLY LINE OF SAID PARCEL 1; THENCE ALONG THE SOUTHERLY LINE OF PARCEL 1, N. 84° 00' 00" W. TO THE SOUTHEASTERLY CORNER OF PARCEL 2, AS DESCRIBED IN SAID DEED TO THE BANK OF AMERICA; THENCE ALONG THE SOUTHERLY LINE OF SAID PARCEL 2, N. 83° 07' 40" W. 106. 92 FEET TO THE SOUTHWESTERLY CORNER THEREOF; THENCE ALONG THE SOUTHWESTERLY LIEN THEREOF, N. 53° 37' 40" W. 4. 11 FEET TO THE BEGINNING OF A TANGENT CURVE TO THE RIGHT; THENCE ALONG LAST SAID CURVE WITH A RADIUS OF 80. 00 FEET THROUGH A CENTRAL ANGLE OF 22° 43' 10" FOR AN ARC DISTANCE OF 31,. 72 FEET TO A POINT ON THE EASTERLY LINE OF SAID SAN ANTONIO ROAD; THENCE ALONG THE EASTERLY LINE OF SAID SAN ANTONIO ROAD; N. 6" 52' 20" E. 62. 31 FEET AND N. 6" 00' 00" E. 115. 09 FEET TO THE POINT OF BEGINNING.
THE LEGAL IS MADE PURSUANT TO THAT CERTAIN CERTIFICATE APPROVING A CERTIFICATE OF COMPLIANCE NO. 18, AS INSTRUMENT NO. 21174939, OF OFFICIAL RECORDS.
PARCEL THREE: ( 2751 Marine Way, APN 116- 02- 084)
BEGINNING AT A POINT ON THE NORTHERLY LINE OF PARCEL 1, AS DESCRIBED IN
TRUSTEE' S DEED FROM CONTINENTAL AUXILIARY COMPANY, A CORPORATION TO
THE BANK OF AMERICA, NATIONAL TRUST AND SAVINGS ASSOCIATION, A NATIONAL BANKING ASSOCIATION, DATED FEBRUARY 9, 1968, RECORDED IN THE OFFICE OF THE
RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA, ON FEBRUARY 13, 1968, IN BOOK 8024 OF OFFICIAL RECORDS, AT PAGE 136, DISTANT THEREON, S. 84° EXHIBIT A - Property Legal Description
Ordinance No. 9. 2023
00' 00" E. 218. 00 FEET FROM THE NORTHWESTERLY CORNER THEREOF; THENCE FROM
SAID POINT OF BEGINNING LEAVING LAST SAID NORTHERLY LINE AND AT A RIGHT ANGLE THERETO, S. 6° 00' 00" W. TO A POINT ON THE SOUTHERLY LINE OF SAID PARCEL 1; THENCE ALONG THE SOUTHERLY LINE OF PARCEL 1, S. 84° 00' 00" E. TO THE
SOUTHEASTERLY CORNER THEREOF ON THE SOUTHWESTERLY LINE OF MARINE WAY,
60. 00 FEET IN WIDTH; THENCE ALONG THE SOUTHWESTERLY LINE OF MARINE WAY,
60. 00 FEET IN WIDTH; THENCE ALONG THE SOUTHWESTERLY LINE OF SAID MARINE WAY, N. 12° 00' 00" W. 201. 70 FEET TO THE BEGINNING OF A TANGENT CURVE TO THE RIGHT; THENCE ALONG LAST SAID CURVE WITH A RADIUS OF 594. 60 FEET THROUGH A CENTRAL ANGLE OF 0° 49' 34" FOR AN ARC DISTANCE OF 8. 57 FEET TO THE NORTHEASTERLY CORNER OF SAID PARCEL 1; THENCE ALONG THE NORTHERLY LINE OF SAID PARCEL 1, N. 84° 00' 00" W. 168. 51 FEET TO THE POINT OF BEGINNING. THE
LEGAL IS MADE PURSUANT TO THAT CERTAIN CERTIFICATE APPROVING A CERTIFICATE OF COMPLIANCE NO. 18, AS INSTRUMENT NO. 21174939, OF OFFICIAL RECORDS.
TRACT SIXTEEN:
PARCEL ONE: ( 2680 Bayshore Pkwy, APN 116- 02- 054)
ALL OF PARCEL " A" SHOWN ON THAT CERTAIN RECORD OF SURVEY RECORDED ON JUNE 23, 1965 IN BOOK 196 OF MAPS, AT PAGE 4, IN THE OFFICE OF THE RECORDER OF SANTA CLARA COUNTY, CALIFORNIA.
PARCEL TWO: ( 2672 Bayshore Pkwy, APN 116- 02- 081)
ALL OF PARCEL 2 AS SHOWN ON THAT CERTAIN PARCEL MAP RECORDED ON JULY 14, 1971 IN BOOK 286 OF MAPS, AT PAGE 14, IN THE OFFICE OF THE RECORDER OF SANTA CLARA COUNTY CALIFORNIA.
PARCEL THREE: ( 2665 Marine Way, APN 116- 02- 088)
ALL OF PARCEL " C" AS SHOWN ON THAT CERTAIN PARCEL MAP RECORDED ON JUNE 9, 1981 IN BOOK 485 OF MAPS, AT PAGE 51, IN THE OFFICE OF THE RECORDER OF SANTA CLARA COUNTY, CALIFORNIA.
AS SHOWN ON EXHIBIT " B" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF.
EXHIBIT A - Property Legal Description
Ordinance No. 9. 2023
EXHIBIT B
Property Diagram
EXHIBIT B - Property Diagram
Ordinance No. 9. 2023
0 250' 500' 1 0O0'
Scale 1" = 500'
f L
NI cgA
SHOREBIRD - PAGE 41 SHOREBIRD - SHEET 6
JOAQUIN NORTH - PAGE 2
IFEA'_--- JIB 1
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WRIGHT 3350
Scott Boulevard, Bu14dbtg 22 Ma*: ( 408) 727- 6665 Soma adra, C804n88 95054 www. rk wright as n EXHIBIT "
B" NORTH
BAYSHORE DEVELOPMENT
AGREEMENT MOUNTAIN
VIEW, CALIFORNIA DATE
FEB._ 2023 SCALE
1' = 500' BY
DFH MB
NO. A20107- 3 SHEET
1 OF 7 Kierwr4Llocol\
Global\ Z 2920V201071RWG\ SURVEY\ DNITS\ AGREENENTS\ A201137-- EXH- NRSd19 2-17- 23 09: 45: 53 Ali dh. der, EXHIBIT B - Property Diagram
Ordinance No. 9. 2023
1__ I_
0 100' 200'
CHfiairCDT N —
h 1
h I
400'
Scale 1 " += 2001
TRACT TWO
PARCEL TWO
APN rW-40 - 102
r
TRACT TWO
PARCEL ' THREE'
APN 116-- 10— W5
TRACT TWO
PARCEL FOUR
APN its—TQ-- 104
TRACT' TWO
PARCEL ONE
APN 116- 00- 00
PAREE
TRACT ONE
PARCEL FOUR
APN 116- 1O- 09
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TRACT ONE 1 =
PARG EL FIVE1 C/ i
APN 116- 10- 108 I
O
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TRACT FIVE
PARCEL ONE
APN 115- 10- 171
0 TRACT ONE
PARCEL TW
PARCEL A
APN H6--- 1O080 TRACT
EIGHT APN
11S—r0- 109 PLYMOUTN
STREET 01
TRACT ONE, PARCEL ONE, PARCEL BAPN 116- 10- 078 ACT
ONE, PARCEL ONE, PARCEL C APN 116- 10- 079 KlER+
WRIGHT 3396
Scat dourevard, BardIng 7.2 Santa Caro, Ca65* a 95054 4.
Pho:
yE'(408) 727- 6665 wynodervrr;
gntcam EXHIBIT "
B" NORTH
BAYSHORE DEVELOPMENT
AGREEMENT MOUNTAIN
ViEW, CAL cORrilA RATE.
r• EB., 2023 SCAE.
E; , = 21 0' aV ()
PS ME
NO A20107- 3 Sk
E1' 2OF7 1;
iwicund iJax:`.Gici; c'`,'"'.' 0` 57? i10?`i;FdG SURLEY' jF]!HI< iS ri ifFs::! a'.St, a.1 7G7--=%{'- N95_ 1:119 2- 17- 23 0g: 45: 54 Aki dha, derson EXHIBIT B - Property Diagram
Ordinance No. 9. 2023
L J WC)
0:4
z
4 PLYMOUTH STREET
I
1 T atT
TRA o
FOURTEEN +
FOURTEEN >
APN 118- 10,_ 10 11FARCE. ONE p" r1
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ee
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PARCEL
TWO I
TRACT
TWELVE PARCEL
ONE APN
f1s- r13-034 TRACT
THIRTEEN PARCEL
ONE APN
715- 1DJ7 TRACT
THIRTEEN PARCEL
TWO APN
116- i.7- 038 0
100' 200' 400' KIER+
WRIGHT 3396
Soait Bout rd, B Ming 22 Mara! ( 408) 727- 66 5 Santa
aka, tina 9S054 www. klervnignLiz m Scale
1 " = 200' RATE.
r• EB., 2023 SCALE =
ZOO' DPS
aB
Na A20107- 3 SSE
Ea' 3 OF 7 EXHIBIT "
B" NORTH
BAYSHORE DEVELOPMENT
AGREEMENT 1OUNT,
MN ViEW, CALFO Esv
w1crwrigiacn:`.G: cbc'`,L',2' Y.'0` 12?! 107\ i!YdG\ SURLEY1E2HI6ITShAGREEDENit,0. 20ip7-- EyiH- NR^ adwg 2-17- 23 09= 45: 59 AIA dh. mdarum EXHIBIT B - Property Diagram
Ordinance No. 9. 2023
N. SHORELINE
BLVD. TRACT THREE
PARCEL THREE
APN 116- 1f- 1279
TRACT THREE
AR= SEWN
AAN 1! 6- 11- 025
TRACT THREE
PARGF FOUR
APR 116- l7- 21
1 TRACT THREE
PARCEL SIX
APx 1? 6- fl- 1 1
TRACT THREE
PARCEL IWO z
APN F18- lt- f 4 1
Try
TRACT THREE
PARCEL AXON 116- 11- 62 TRACT
FOUR PARCEL
D6NE APAI
116- 11om6 1
SHOREBIRD
WAY r
TRACT
THREE PARCEL
F7W APN
116- 1T- 028 TRACT
FOUR PARCEL
THREE APN
116- 11- 072 SPACE
PARK WAY 0
100' 200' 400' Scale
11. 200' TRACT
SEVEN PARC.
X1 0`rE APN
716- T4- WO wi
ICIER- IWRIGHT 3359 Sa
ht 90u' evarQ, Ba,ding 22 Phor1E' (4O8) 727- 6665 VMW_ de;+ Ca: nth!. cMn Santa Bra, lbrfnia 951: 154 EXHIBIT °B°'
NORTH BAYSNORE
DEVELOPMENT AGREEMENT
mOUN rAlhf
VIh Vu, JAI t. QRN1A 0A- tu
FEB, 242: 3 Sa. 1LE
I:i
f} F' r< DB NO
A20107- 3 4 OF
7 F.i''•'.
ti`,'.1."; i. •. .NBBd. g 2-13- 23 09, 48: O4 Ali dhenderec, EXHIBIT B - Property Diagram
Ordinance No. 9. 2023
She 1 " = ZOO'
TRACT THAT
PAR' CEL SIX
SHOREBIRC WAY
T
TRACT SIX
AFN 716- 11- ii2
TRACT THREE
PARCEL CWE
ARV 115- 11- 039
41,
K1ER+ WRIGHT
33911 Sa ht 90u"evarQ, Balding 22 mane' ( 488) 227- 6665 anti ara, Cadtrn 951154 VMW_ de;+n• Kht.rArn
EXHIBIT ° B
NORTH BAYSNORE
DEVELOPMENT AGREEMENT
ou NMIht VLLW, , ifti-VQRNIA
DATP, FEB., 2023
S[ 17_ E 1' = 2
13 JDE 1, 10 A20107- 3
5'- fl
1' ll{ ierwricjitlocol} Glohol l`,.'::` 7': ?':;; i::`,`.'.;•.' r' "'. -..-_ ...:. F. i''•' ti`,'..'."...:•. i... NRSd19 2- 13- 23 09: 48: 09 Ali dhenderec 5 OF 7 1
EXHIBIT B - Property Diagram
Ordinance No. 9. 2023
s
SPACE PARK WAY
J
TRACT TEN
li uJ
WAR 4E74UICIERA-WRIGHT
339p Sa ht 90u'evarQ, BaldIng 22 Pho?ye' ( 488) 777- 6865 Santt0 Clara, Cadbrnia 95054 VMW_ de;+ntht. cbin
EXHIBIT ° B
NORTH BAYSNORE
DEVELOPMENT AGREEMENT
MOUNTAIN VIt_W 4A1 V:] RNto
A7h I ER3 , 20- 2A
Sa+ 7_ 1: _ = 20E
13 303 NO A20107- 3
5r1 i 5 OF 7
1' 11{ ienuricjitlocol} Glohol l`,::: 7': ; .' r' "' -..-_ ...:. F. i''•'. ti`'. 1."; i... NRSd19 2- 13- 23 09: 48: 14 AM dhendereon EXHIBIT B - Property Diagram
Ordinance No. 9. 2023
0 75' 150'
Scale I " = 150'
0 CASEY AVENUE
TRACT FIFTEEN
PARCEL. ONE
APN f16- 02- 037
TRACT FIFTEEN }
PARCEL TWO r TRACT FIFTEEN
I76- 02- 08. 1
PARGR ThN
APN 1162- 084 TRACT
SIXTEEN P.
4RCEL ONE APN
rye- az- asp TRACT
SIXTEEN PARCEL
THREE APN
116- 02- 088 TRACT
SIXTEEN PARCEL
TWOAR
02- 087fCOAST
AVENUE r
L._
Ori
KlER+WRIGHT 3350
sett BOW -ward, &jIrdii15 22 Santa
C ala, California 950E4 Phone:
008) 727- 6665 imw.
kiesvinight. conk EXHIBIT "
B" NORTH
BAYSHORE DEVELOPMENT
AGREEMENT MOUNTAIN
VIEW, CALIFORNIA DATE
FFB., 2. D23 SCALE
7.` = 1. 50' BY
DFH JOB
NO. AZOkO7- 3 SHEeT
7 OF 7 i?;
rw' rIr:r.rcccP•._, iO7{ i4}1 M071JlSf:•,= U',VEYj2- 16- 25 iL: d;•.:P Phi dhenderson EXHIBIT B - Property Diagram
Ordinance No. 9. 2023
EXHIBIT C
Project Summary
TABLE Cl: PROJECT SUMMARY
Development Metric
Total Residential
Total
7, 000 units
Affordable Units ( via land dedication) 1, 050 units via 6. 95 acres Residential Base ( 1. 0 FAR) 5, 645, 175 sf
Residential Net New
no existing residential)
7, 187, 342 sf
Above Grade Residential Parking
counted toward FAR)
1, 716, 000 sf
Total Residential 8, 903, 342 sf
Residential Bonus FAR 3, 258, 167 sf
Total Office/ R& D 3, 117, 931 sf
Existing Office/ R& D 1, 814, 681 sf
Office/ R& D Net New FAR/Bonus FAR 1, 303, 250 sf
Above -Grade Office Parking
SF exempt from FAR)
297, 491 sf
Total Active Use Space
exempt from FAR per Precise Plan
qualifications)
288, 990 sf
Existing Active Use 11, 056 sf
Active Use Net New FAR 222, 934 sf
Community Facilities 55, 000 sf
Hotel
exempt from FAR qualifications)
340, 000 sf
Optional District Systems Central Plant
exempt from FAR per Precise Plan
qualifications)
130, 000 sf
EXHIBIT C - Project Summary
Ordinance No. 9. 2023
Total Development SF 12, 780, 263
SF with FAR exemptions) 12, 021, 273
1. The Master Plan does not state the specific amount of Residential Base FAR or Residential Bonus FAR, rather an approximate total residential square footage of ±8. 9msf inclusive of ± 1. 7msf of above ground parking), estimated to be sufficient to construct up to 7, 000 dwelling units, based on an assumption of an average unit size of ±700 net square feet. Up to 7, 000 total residential units will be constructed over the course of the Master Plan' s build -out, and subject to requisite zoning permit approvals.
2. Base Residential FAR is calculated on 129. 6 acres of the Core Master Plan Area as Marine Way and Amphitheatre are located outside of the Complete Neighborhoods.
3. Base Non -Residential FAR is calculated on 129. 6 acres of the Core Master Plan Area as the parking garages uses located at Marine Way and Amphitheatre are exempt from FAR per Precise Plan qualifications.
TABLE C2: PROJECT PARCEL SUMMARY
VTM
Reference
Developme
nt Block
PROJECT
Proposed Use( s)
SUMMARY
Square Feet Units
Maximum
Building
Height
Parking
Stalls Parking SF
SB5 SB- BO- 1
Office 511, 259
0 110
118
111, 714
Active Retail 33, 711 136
Office 738, 156 0 95 139 65, 176
SB6 Greenway
Park West
Active Use 2, 000 0 95 0 0
SB7 SB- BO- 3 Office 390, 179 0 80 73 32, 483
SB8 Greenway
Park East
Active Use 1, 000 0 80 0 0
SB1 SB- BH
Hotel 160, 000
0 110 0 0
Active Retail 16, 731
SB2
SB- BR- 1
Residential 360, 342
366 160
257
139 000
SB3 Active Retail 27, 192 80
SB20 SB- BR- 2 Residential 486, 000 428 160 233 98, 000 EXHIBIT C - Project Summary
Ordinance No. 9. 2023
VTM
Reference
Developme
nt Block
PROJECT
Proposed Use( s)
SUMMARY
Square Feet Units
Maximum
Building
Height
parking
Stalls Parking SF
SB21 Active Retail 39, 707
SB19 SB- BR- 3
Residential 202, 000
211 160 0 0
Active Retail 18, 552
SB23 SB- BR- 4
Residential 296, 000
297 160 224 77, 000
Active Retail 12, 825
SB17 SB- BR- 5
Residential 183, 000
176 95 162 68, 000
Active Retail 16, 732
SB25 SB- BR- 6 Residential 223, 000 220 95 155 34, 000
SB15 SB- BR- 7 Residential 161, 000 172 95 73 15, 000
SB14 SB- BR- 8 Residential 241, 000 215 55 280 117, 000 SB10 SB- FLEX
Community 55, 000
District0 45 0 0
Systems,
Ancillary Retail
35 000
SB12 SB- DCP District Systems 95, 000 0 45 5 0
SB24 SB- BP
Active Retail 4, 550
0 95
495
151, 000
Hotel Parking 0 105
JS8 JS- BO- 1
Office 250, 000
0 140 50 25, 000
Active Retail 3, 990
JS1
JS- BR- 1 Residential 426, 000 409 160 220 54, 000
JS2
EXHIBIT C - Project Summary
Ordinance No. 9. 2023
VTM
Reference
Developme
nt Block
PROJECT
Proposed Use( s)
SUMMARY
Square Feet Units
Maximum
Building
Height
parking
Stalls Parking SF
JS3
JS- BR- 2
Residential 288, 000
276 160 161 47, 000
JS4 Active Retail 10, 010
JS10 JS- BR- 3
Residential 327, 000
318 160 241 107, 000
Active Retail 7, 000
JS6
JS- FLEX
Hotel 180, 000
0 140
250
Active Retail 4, 000 332, 579
JS7 Office 0 450
JN1 JN- BO- 1 Office 754, 709 0 95 141 72, 478
JN10 JN- BO- 2 Office 473, 628 0 110 87 46, 497
JN4
JN5 JN- BR- 1 Residential 970, 000 922 160 688 186, 000 JN6
JN7
JN- BR- 3
Residential
Parking
JN8 953, 000 881 160 1, 059 404, 215
JN9
JN12 JN- BR- 4 Residential 367, 000 375 160 220 74, 000 EXHIBIT C - Project Summary
Ordinance No. 9. 2023
VTM
Reference
Developme
nt Block
PROJECT
Proposed Use( s)
SUMMARY
Square Feet Units
Maximum
Building
Height
Parking
Stalls Parking SF
Active Retail 7, 748
JN14
Joaquin
Portal
Active Use 1, 000 0 110 0 0
JN13
JN- BR- 6
Residential 380, 000
391 160 182 76, 000
JN15 Active Retail 20, 655
JN17
JN- BR- 7
Residential 805, 000
JN18 771 160 560 210, 000
JN19 Active Retail 6, 597
PE1 PE- BR- 1
Residential 287, 000
341 160 184 77, 000
Active Retail 10, 000
PE2 PE- BR- 2 Residential 232, 000 231 95 151 63, 000
MW1 MW- BP- 1 Parking 0 0 80 416 477, 411
MW2 MW- BP- 2 Parking 0 0 80 474 362, 120
SA- BP- 1 Parking 0 0 4, 584 1, 516, 800
Basement
SB- BH,
SB- BO- 1,
SB- BO- 2,
SB- BR- 1)
Office,
Residential,
Hotel, Active Use
0 0 160 800 653, 483
SB Basement stall count supersedes individual stall counts for SB- PO- 1, SB- PO- 2, SB- PH, SB- PR- 1 and adds 70 stalls for active uses
EXHIBIT C - Project Summary
Ordinance No. 9. 2023
TABLE C3: EXISTING PROPERTIES
Neighbor
hood
NBPP
Character
Area
Existing
APN # Existing Address
Existing
Parcel Size
Existing
Building SF
Joaquin
Gateway
116- 10- 088 1431 Plymouth Dr 0. 75 ac 2, 220 sf
116- 10- 101 1477 Plymouth St 1. 03 ac 8, 836 sf
116- 13- 027 1555 Plymouth St 3. 13 ac 42, 992 sf
116- 13- 034 1400 N Shoreline Blvd 6. 79 ac 91, 392 sf
Core
116- 10- 077 1804 N Shoreline Blvd 1. 00 ac 13, 756 sf
116- 10- 079 1758 N Shoreline Blvd 0. 50 ac 4, 283 sf
116- 10- 080 1708 N Shoreline Blvd 2. 00 ac 28, 070 sf
116- 10- 084 1890 N Shoreline Blvd 0. 69 ac 10, 468 sf
116- 10- 089 1824 N Shoreline Blvd 2. 68 ac 36, 436 sf
116- 10- 095 1500 Plymouth St 6. 47 ac 77, 942 sf
116- 10- 102
1565 Charleston Rd ( inc1. 1585
Charleston Rd)
9. 55 ac 129, 950 sf
116- 10- 104 1010 Joaquin Rd 3. 81 ac 55, 800 sf
116- 10- 105 1545 Charleston Rd 4. 13 ac 55, 800 sf
116- 10- 107 1489 Charleston Rd 1. 00 ac 15, 316 sf
116- 10- 108 1055 Joaquin Rd 5. 00 ac 61, 176 sf
116- 10- 109 1674 N Shoreline Blvd 5. 00 ac 13, 004 sf
116- 10- 111 1015 Joaquin Rd 5. 00 ac 65, 093 sf
Pear
Core 116- 14- 058
1599 N Shoreline Blvd ( Incl. 1601 N
Shoreline Blvd)
2. 04 ac 18, 000 sf
General 116- 14- 095 1230 Pear Ave 0. 92 ac 13, 720 sf
Edge 116- 14- 028 1220 Pear Ave 0. 72 ac 16, 800 sf
Shorebird
Core
116- 11- 021 1393 Shorebird Way 1. 97 ac 29, 299 sf
116- 11- 022 1383 Shorebird Way 1. 65 ac 24, 720 sf
116- 11- 024 1380 Shorebird Way 1. 52 ac 21, 108 sf
EXHIBIT C - Project Summary
Ordinance No. 9. 2023
Neighbor
hood
NBPP
Character
Area
Existing
APN # Existing Address
Existing
Parcel Size
Existing
Building SF
116- 11- 025 1390 Shorebird Way 1. 75 ac 22, 125 sf
116- 11- 039 1395 Charleston Rd 4. 16 ac 63, 991 sf
116- 14- 066 1340 Space Park Way ( Incl. 1675 N
Shoreline Blvd)
1. 38 ac 26, 434 sf
General
116- 11- 028
1371 Shorebird Way ( Incl. 1375
Shorebird Way)
4. 86 ac 74, 940 sf
116- 11- 030
1215 Charleston Rd ( Incl. 1225,
1230, 1245, 1295 Charleston Rd;
1230, 1310, 1350 Shorebird Way)
19. 17 ac 279, 716 sf
116- 14- 072 1300 Space Park Way 0. 92 ac 13, 960 sf
Edge
116- 11- 012
1200 Charleston Rd ( Incl. 1210,
1220, 1230 Charleston Rd)
10. 76 ac 121, 536 sf
116- 11- 038
1201 Charleston Rd ( Incl. 1345,
1355,
1365 Shorebird Way)
16. 73 ac 241, 292 sf
116- 14- 070 1250 Space Park Way 0. 63 ac 13, 000 sf
Marine General
116- 02- 037
1161 San Antonio Rd ( Incl. 2761
Marine Way)
2. 39 ac 34, 090 sf
116- 02- 081 2672- 2680 Bayshore Pkwy 2. 39 ac 42, 434 sf 116- 02- 083 1157 San Antonio Rd 1. 02 ac 16, 824 sf
116- 02- 084 2751
2 Marine Way 1. 02 ac 12, 856 sf
02- 088 y)Marine Way ( Incl. 2685 Marine 1. 84 ac 26, 358 sf EXHIBIT C - Project Summary
Ordinance No. 9. 2023
TIT
EXHIBIT D
Illustrative Phasing Plan and Diagram
Vs.,. \\\ \
IShoreline
Amphitheatre
PHASE
111 PHASE 2
PHASE 3
1= 1 PHASE
PHASE S
I- 1 PHASE 5
11 PHASE 7
PHASE 8
INDICATIVE LOCATION OF MID -BLOCK
FREAKS
CONCEPTUAL DEVELOPMENT
BLOCKS
OPEN SPACE
I- 1 LIMITEOACCESS STREET PROJECT
AREA NBPP
BOUNDARY EXHIBIT
D — Illustrative Phasing Plan and Diagram
Ordinance No. 9. 2023
EXHIBIT E
Project Compliance Plan
EXHIBIT E - Project Compliance Plan
Ordinance
No.
9. 2023
Page
121
of
177 EXHIBIT E
PROJECT COMPLIANCE PLAN
TABLE El: AFFORDABLE HOUSING COMPLIANCE STRATEGY
BASED ON CONCEPTUAL PHASING PLAN
Prior to first
Building
Permit being
issued
Phase 1 Phase 2 Phase 3 Phase 4 Phase 5 Phase 6 Phase 7 Phase 8 No. of Market
Rate Units
Proposed
0 du 1, 766 du 1, 071 du 0 du 0 du 906 du 0 du 1, 636 du 571 du Projected Development Capacity - Affordable Housing Units on Dedicated Affordable Housing Sites Based on 2023 Zoning Regulations Land
Dedication /
Irrevocable
Offer
VTM Parcels
JS3 & JS4
276 du /
1. 60ac ( IO)
VTM Parcel
PE2
231du/ 2. 15
ac ( IO)
VTM Parcel
SB25
220 du / 1. 40
ac
VTM Parcel
JN6
167 du / 0. 83
ac
VTM Parcel
JS2
156 du / 0. 97
ac
Projected
Number of
Affordable
Housing Units
on Affordable
Housing Sites
Based on 2023
Zoning
Regulations
507 du 0 du 220 du 0 du 167 du 156du
Number of Affordable Housing Units required ( met through dedication of Affordable Housing Sites) EXHIBIT E - Project Compliance Plan
Ordinance
No.
9. 2023
Page
122
of
177 Total 0 du x 1, 766 du x 15% 1, 071 du x 15% 906 du x 1, 636 du x 15% 571 du x Affordable 15% _ 15% _ 15% _
Housing Units 0 du 312 du 189 du 160 du 289 du 101 du
Required
EXHIBIT E - Project Compliance Plan
Ordinance
No.
9. 2023
Page
123
of
177 Balance of Affordable Housing Land Obligations Owed to City Affordable
Housing Units
Owed
0 — 507 =
507 du
312 — 507 =
195 du
501 — 727 =
226 du
661 — 727 =
66 du
950 — 894 =
56 du
1, 050 — 1, 050
0 du
Letter of
Credit to the
City* ( 2023 $$)
0 0 0 SO 0 0 0 4.3 m ( land
required for 56
units x land
value )
SO
Percent
Compliant
163% 145% 110% 94% 100%
EXHIBIT E
TABLE E2: PARK LAND COMPLIANCE STRATEGY
BASED ON CONCEPTUAL PHASING PLAN
Prior to first
Building
Permit being
issued
Phase 1 Phase 2 Phase 3 Phase 4 Phase 5 Phase 6 Phase 7 Phase 8 No. of Market
Rate Units
Proposed
0 du 1, 766 du 1, 071 du 0 du 0 du 906 du 0 du 1, 636 du 571 du Park Land Proposed
Land
Dedication /
Irrevocable
Offer
Eco Gem
10.8 ac ( IO)
Shorebird
Square
0.3 ac
Joaquin
Commons
2. 5 ac
Gateway Plaza
0.9 ac
Shorebird
EXHIBIT E - Project Compliance Plan
Ordinance
No.
9. 2023
Page
124
of
177 Square
0.3 ac
POPA Credit The Portal
0.7 ac
Gateway Park
West
1. 8 ac
Shorebird
Wilds
4. 5 ac
Gateway Park
East
0. 6 ac
Joaquin Grove
1. 4 ac
Joaquin
Terraces
2.2 ac
Total Proposed 10. 8 ac 0. 7 ac 6. 6 ac 10. 6 ac 1. 4 ac 2. 5 ac 0. 0 ac 2. 2 ac 1. 2 ac Park Land required ( Per City Code)
Total Land
Dedication
Required
0 du x
0. 0060 =
0 ac
1, 766 du x
0. 0060 =
10.6 ac
1, 071 du x
0. 0060 =
6. 4 ac
0 du x
0. 0060 =
0 ac
0 du x 906 du x
0. 0060 = 0. 0060 =
0 ac 5. 4 ac
0 du x
0. 0060 =
0 ac
1, 636 du x
0. 0600 =
9. 8 ac
571 du x
0. 0061 =
3. 4 ac
Balance of Park Land Obligations Owed to City
Land
Dedication
Owed
0- 10. 8=
10. 8 ac)
10. 6- 11. 5=
0.9 ac)
17. 0- 18. 1=
1. 1 ac)
17. 0- 18. 7=
1. 7 ac)
17. 0- 20. 1=
3. 1 ac)
22. 4- 22. 6=
0.2 ac)
22. 4- 22. 6=
0.2 ac)
32. 2- 24. 8=
7. 4 ac
35. 6- 33. 5**=
2.2 ac
In -Lieu Fee
Owed* * *( 2023 0 0 0 0 0 0 0 86. 0m 25. 7m
Percent
Compliant
108% 107% 110% 118% 101% 101% 100% 100%
Dollar figures shown are based on 2023 values, actual amounts will be based upon per acre land value escalations per Agreement Section 5. 1. 3.
Including payment of $86.0 million in previous phase
Dollar figures shown are based on 2023 values, actual amounts will be based upon CCI escalations per Attachment 1 to Exhibit I.
EXHIBIT E - Project Compliance Plan
Ordinance No. 9. 2023
EXHIBIT F
AFFORDABLE HOUSING DELIVERY PLAN
TABLE F1. 1: AFFORDABLE HOUSING DELIVERY MILESTONES
Affordable Housing Delivery Schedule
Parcel
Vesting Tentative Map
Parcels JS3, JS4, PE2
Developer to make Irrevocable Offer prior to the issuance of the first Building Permit. If Developer has obtained a Building Permit on or before January 31, 2029, Developer shall cause each of VTM Parcels JS3, JS4, and PE2 to be in the Required Condition on or before January 31, 2029.
The City will defer acceptance of the dedication to January 31, 2029 for VTM Parcels JS3, JS4, and PE2 or such earlier date as the Parties may mutually agree.
If Developer has not obtained a Building Permit prior to February 1, 2029, then as a condition to issuance of the first Building Permit, Developer shall convey to City fee title to VTM Parcels JS3, JS4, and PE2, in the Required Condition.
Refer to section 5. 1. 1. 1 of the Development Agreement All other Affordable
Housing Sites
Prior to issuance of the first Building Permit for any building( s) which trigger a requirement to dedicate one or more additional Affordable Housing Sites ( i.e. VTM Parcels JS2, JN6 or SB25), Developer shall execute, acknowledge and deliver to City for recordation in the Official Records, an Irrevocable Offer for the applicable Affordable Housing Site( s).
Developer shall provide the notification per Section 5. 7 of the Agreement and cause each of the additional Affordable Housing Sites to be in the Required Condition on or before the date that is three years and nine months following issuance of such Building Permit, or such later date as the Parties may mutually agree each in its sole discretion.
In all instances, no Certificate of Occupancy shall be issued for the building( s) which triggered the Affordable Housing Site dedication requirement, until such time as the Affordable Housing Site is in the Required Condition and ready for acceptance by City.
Refer to Section 5. 1. 1. 1 of the Development Agreement EXHIBIT F - Affordable Housing Delivery Plan
Ordinance No. 9. 2023
In the event that Developer fails to deliver Irrevocable Offers to any Affordable Housing Site and cause such land to be in the Required Condition and be ready for acceptance by the City within the times set forth in this Affordable Housing Delivery Plan, City may withhold issuance of Subsequent Approvals for market rate residential buildings and market rate residential parcels Project -wide; provided, however, if Developer has delivered the Irrevocable Offer(s) within the time( s) required by the Agreement and also delivered to City cash or other immediately available funds in an amount equal to 125% of the estimated cost of putting the applicable Affordable Housing Site in the Required Condition as reasonably determined by City with input from a third party estimator jointly selected the Parties, the costs of which shall be paid by Developer, City' s remedies shall be limited to acceptance of the Affordable Housing Site, and retention of such immediately available funds, and City shall not withhold issuance of such Subsequent Approvals.
EXHIBIT F - Affordable Housing Delivery Plan
Ordinance No. 9. 2023
TABLE F1. 2: AFFORDABLE HOUSING COMPLIANCE PLAN PER PARCEL Affordable Area Estimated
Housing Below Market
VTM Parcel Rate Yield
Ref
JOAQUIN NORTH
Percentage of
Total Units
Market Rate
Residential
Equivalent
JN6 0. 83 ac 167 du 2. 39% 946 du
JOAQUIN SOUTH
JS2 0. 97 ac 156 du 2. 23% 884 du
JS3, JS4 1. 60 ac 276 du 3. 94% 1, 564 du
PE2 2. 15 ac 231du 3. 30% 1, 309 du
SHOREBIRD
SB25 1. 40 ac 220 du 3. 14% 1, 247 du
Total 6. 95 ac 1, 050 du 15% 5, 950 du
EXHIBIT F - Affordable Housing Delivery Plan
Ordinance
No.
9. 2023
Page
128
of
177
mooralLaS aL
f+ l#w4P 9YLYF
itle lYYl1Y'- Dams
Imlawr CIPICEMOLIMPanninf
mEr
area I7. wra cmrarr EXHIBIT
F - Affordable Housing Delivery Plan
Ordinance No. 9. 2023
EXHIBIT G
Parks Delivery Plan
TABLE G1. 1: PARKLAND DELIVERY MILESTONES
Type of Park Delivery Schedule
Eco Gem Developer to make Irrevocable Offer prior to the issuance of the first Building Permit for any building on the Property. Refer to Sections
5. 1. 2 and 5. 5. 5 of the Development Agreement.
The City will defer acceptance of the Irrevocable Offer of the land for Eco Gem ( Vesting Tentative Map Parcel SB 26) until December 15, 2030, unless otherwise mutually agreed to by the Parties.
Dedicated Parkland
Site
Prior to issuance of the first Building Permit for the building( s) which trigger a Dedicated Parkland Site requirement, Developer shall execute, acknowledge and deliver to City for recordation in the Official Records, an Irrevocable Offer for the applicable Dedicated Parkland Site. Ifthe zoning permit application (PCP) which triggered the Dedicated Parkland Site requirement includes one building Developer shall provide the notification per Section 5. 7 of the Agreement and cause the applicable Dedicated Parkland Site to be in the Required Condition and ready for acceptance by City no later than the date that is three years and nine months following issuance of such Building Permit, or such later date as the Parties may mutually agree each in its sole discretion. Where the zoning permit application (PCP) which triggered the Dedicated Parkland Site requirement includes more than one building, Developer shall provide the notification per Section 5. 7 of the Agreement and cause the applicable Dedicated Parkland Site to be in the Required Condition and ready for acceptance by City on or before the date that is seven ( 7) years following issuance of the first Building Permit, or such later date as the Parties may mutually agree each in its sole discretion. In all instances, no Certificate of Occupancy shall be issued for the building(s) which triggered the Dedicated Parkland Site requirement, until such time as the Dedicated Parkland Site is in the Required Condition and ready for acceptance by City.
In the event that Developer fails to deliver Irrevocable Offers to Eco Gem or any other Dedicated Parkland Site and cause such land to be in the Required Condition and be ready for acceptance by City within the times set forth in this Parks Delivery Plan, and if there are not EXHIBIT G - Parks Delivery Plan
Ordinance No. 9. 2023
sufficient parkland credits available based on Dedicated Parkland Sites and POPA spaces previously dedicated or completed as applicable, City may withhold issuance of Subsequent Approvals for any other building( s) Project -wide for the same type of use ( i.e. residential or commercial use) as the building( s) that triggered the requirement to dedicate the Dedicated Parkland Site; provided, however, ifDeveloper delivers to City cash or other immediately available funds in an amount equal to 125% of the estimated cost of putting the applicable Dedicated Parkland Site in the Required Condition, as reasonably determined by City with input from a third party estimator jointly selected the Parties, the costs of which shall be paid by Developer, City' s remedy shall be limited to acceptance ofthe Dedicated Parkland Site and retention of such immediately available funds, and City shall not withhold issuance of such Subsequent Approvals.
POPA Prior to issuance of the first Building Permit for the building( s) which trigger a POPA Open Space requirement, Developer shall execute, acknowledge and deliver to City for recordation in the Official Records, a POPA Agreement for the applicable POPA Open Space.
If the zoning permit application ( PCP) which triggered the POPA Open Space requirement includes one building, Developer shall cause the applicable POPA Open Space to be Completed and ready for use by the public no later than the date that is four ( 4) years following issuance of such Building Permit, or such later date as the Parties may mutually agree each in its sole discretion. Where the zoning permit application ( PCP) which triggered the POPA Open Space requirement includes more than one building, Developer shall cause the applicable POPA Open Space to be Completed and ready for use by the public on or before the date that is seven ( 7) years after issuance of the first Building Permit, or such later date as the Parties may mutually agree each in its sole discretion. In all instances, no Certificate of Occupancy shall be issued for the building( s) which triggered the POPA Open Space requirement, until such time as the POPA Open Space is fully complete and ready for use by the public.
In the event that Developer fails to complete any POPA Open Space and make it available for use by the public within the times set forth in this Parks Delivery Plan, and ifthere are not sufficient parkland credits available based on parkland and POPA spaces previously dedicated or completed as applicable, City may withhold issuance of Subsequent Approvals for any other building( s) Project -wide for the same type of use ( i.e. residential or commercial use) as the building( s) that triggered the requirement to deliver the POPA Open Space; provided, however, if Developer converts the POPA Open Space to dedicated parkland by complying with the POPA Open Space/ parkland conversion requirements of Section 5. 1. 2. 3 and executing, acknowledging and EXHIBIT G - Parks Delivery Plan
Ordinance No. 9. 2023
delivering to City an Irrevocable Offer with respect to the former POPA Open Space and also delivers to City cash or other immediately available funds in an amount equal to 125% of the estimated cost of putting the applicable parkland parcel in the Required Condition as reasonably determined by City with input from a third party estimator jointly selected the Parties, the costs of which shall be paid by Developer, City' s remedy shall be limited to acceptance of the dedicated parkland site and retention of such immediately available funds, and City shall not withhold issuance of such Subsequent Approvals.
EXHIBIT G - Parks Delivery Plan
Ordinance No. 9. 2023
TABLE G1. 2: PARKLAND COMPLIANCE PLAN PER PARCEL
Park Park VTM Type Area Market Rate
Parcel Ref Residential Equivalent
at 0. 006 ac/unit
JOAQUIN NORTH
Joaquin
Commons
JN16 Dedicated 2. 5 ac 425 du
Joaquin
Grove
JN11 Dedicated or
POPA
1. 4 ac 236 du
Joaquin
Terrace East
JN3 Dedicated or
POPA
1. 3 ac 214 du
Joaquin
Terrace West
JN2 Dedicated or
POPA
0. 9 ac 150 du
The Portal JN14 Dedicated or
POPA
0. 8 ac 124 du
JOAQUIN SOUTH
Gateway
Plaza
JS9 Dedicated 0. 9 ac 151 du
Shoreline
Square
JS5 Dedicated 0. 3 ac 54 du
SHOREBIRD
Eco Gem SB26 Dedicated 10. 8 ac 1, 793 du
Greenway
Park East
SB8 Dedicated or
POPA
0. 6 ac 108 du
Greenway
Park West
SB6 Dedicated or
POPA
1. 8 ac 306 du
Shorebird
Square
SB18 Dedicated 0. 3 ac 51 du
Shorebird
Wilds
SB9 Dedicated or
POPA
4. 5 ac 745 du
EXHIBIT G - Parks Delivery Plan
Ordinance
No.
9. 2023
Page
133
of
177
EXHIBIT G - Parks Delivery Plan
Ordinance No. 9. 2023
EXHIBIT H
POPA Open Space Terms
This Exhibit includes key terms for a future POPA Agreement between the Parties, which are exclusively related to Project -specific definitions, operations, use, and public access for POPA Open Space within the Project, specifically the Greenway Parks, Joaquin Grove, Joaquin Terraces, The Portal and Shorebird Wilds, or as otherwise renamed in the future, should such parks remain POPA, as set forth in Section 5. 1. 2. 3 of the Development Agreement. These terms are in addition to all other standard terms in the City' s POPA Agreement. The POPA Agreement for each POPA Open Space will be in the City' s standard agreement template form approved by the City Attorney as of the date of execution, with additional provisions in accordance with this Exhibit.
I. Additional Defined Terms
Capitalized terms that are used but not defined in this exhibit shall have the meaning given to such terms in the Agreement.
Elements" means improvements installed or constructed for recreational purpose or enjoyment included in POPA Open Space in accordance with an approved zoning permit.
Greenway Parks POPA Open Space" means the approximately 2. 48 acres of privately -owned, publicly accessible ( POPA) open space, consisting of two parcels, Greenway Park East approximately 0. 7 acres), and Greenway Park West ( approximately 1. 8 acres), and the improvements thereon to be developed, operated, maintained and repaired by Grantor and its successors and assigns, at their expense.
Grantor" means the Developer that holds fee title to the property that includes the POPA Open Space executing the POPA Agreement and its successors and assigns.
Joaquin Grove POPA Open Space" means the approximately 1. 41 acres of privately -owned, publicly accessible ( POPA) open space and the improvements thereon to be developed, operated, maintained and repaired by Grantor and its successors and assigns, at their expense.
Joaquin Terraces POPA Open Space" means the approximately 2.2 acres of privately -owned, publicly accessible ( POPA) open space, consisting of two contiguous parcels, Joaquin Terrace East ( approximately 1. 3 acres) and Joaquin Terrace West ( approximately 0. 90 acres), and the improvements thereon to be developed, operated, maintained and repaired by Grantor and its successors and assigns, at their expense.
Multi -Use Path( s)" means the primary paths on, over and through the POPA Open Space that functions as emergency vehicle access for buildings and as a public path for bike and pedestrians in accordance with the North Bayshore Master Plan. The Multi -Use Path( s) is governed by a separately recorded public access easement (Instrument No. ).
EXHIBIT H - POPA Open Space Terms
Ordinance No. 9. 2023
Operating Hours" shall mean those operating hours of City parks, which may change from time to time, but are generally 6: 00 a. m. to thirty minutes after sundown, on all calendar days.
Other Agencies" means any other regional, state, or federal agency with oversight or interest in the operations of the POPA Open Space, including, but not limited to, California Public Utilities Commission.
POPA Open Space" means the privately -owned, publicly -accessible open spaces within the Project.
Property" shall mean the land on which a particular POPA Open Space is located.
Public Purposes" means public access and open space purposes in designated areas and consistent with the intended purposes and uses of the Elements, including, but not limited to, walking, sitting, picnicking, dining, active and passive recreational uses ( including of the Elements), and travel by non -automotive means, and further, includes the following uses by the public in POPA Open Space:
1. to enjoy the gardens, naturalized areas, and landscaping;
2. to sit on a park chair or one seat on a bench designed for sharing;
3. to deposit waste in trash or recycling receptacles;
4. to walk dogs on a leash so long as the person walking the dog cleans up after the dog and deposits waste into appropriate receptacles;
5. to take souvenir photos; commercial photography by Grantor/owner permission only; and
6. unrestricted use by emergency vehicles for fire and life safety access at all times.
Shorebird Wilds POPA Open Space" means the approximately 4. 5 acres of privately -owned, publicly accessible ( POPA) open space and the improvements thereon to be developed, operated, maintained and repaired by Grantor and its successors and assigns, at their expense.
Special Event" shall mean a Grantor, tenant or subtenant, or other third -party entity or organization event, including but not limited to private events, employee gatherings, property management events for residents, business meetings, etc., during the Operating Hours and Extended Operating Hours, but in no event more than fifteen ( 15) hours in duration ( not including reasonable set-up and break -down) in any thirty-six (36) hour period. These events may limit or restrict attendees to specific persons, and reasonably limit or restrict physical access in a certain subarea( s) within the POPA Open Space ( e. g. cafe kiosk, educational garden, sport court), but in no way may physical access be restricted to the extent that prohibits or prevents required public access in the POPA Open Space or restricts the Public Purposes. " Special Event" as used herein excludes programming events produced by the Grantor, tenant or subtenant, or other third -party entity or organization within the POPA Open Space to activate and serve the Public Purposes, which the public can attend; such events are not subject to the numerical limit applicable to Special Events and may be ticketed events.
The Portal POPA Open Space" means the approximately 0. 8 acres of privately - owned, publicly accessible ( POPA) open space and the improvements thereon to be developed, operated, maintained and repaired by Grantor and its successors and assigns, at their expense.
EXHIBIT H - POPA Open Space Terms
Ordinance No. 9. 2023
II. Events in the POPA Open Space
Each Party agrees and acknowledges that POPA Open Space will be concurrently used by the public and Grantor. Grantor shall not obstruct, use or permit the use of POPA Open Space in any manner that will unreasonably interfere with use for Public Purposes during Operating Hours and extended operating hours. Special Events shall not interfere with the regular access and operations of adjoining buildings and their residents and tenants, including Active Uses located therein.
1. Special Event( s) - Special Events shall occur no more than fifteen ( 15) days in any calendar year, unless otherwise approved in writing by the City.
III. Other Rules and Regulations.
1. POPA Open Space shall be made available to the public in perpetuity for Public Purposes during the Operating Hours and Extended Operating Hours, subject to Grantor' s and its agents' right to exclude the public and/ or to temporarily limit access to, and use of, the POPA Open Space as necessary for Grantor or its authorized occupants or users, or their respective employees, agents, and contractors, to construct, repair, maintain, relocate or replace any improvements located upon the Property from time to time, including, without limitation, the buildings, the related improvements, other site improvements, Elements, and/ or other improvements.
2. All ground -floor commercial uses in Buildings fronting along POPA Open Space may include furnishings, which may change from time to time. These Furnishings shall not impede use or enjoyment of POPA Open Space; any Furnishings in the POPA Open Space must be open to general public use; and no Furnishings shall be permanently affixed within POPA Open Space. Any improvements permitted under a building permit for construction of the POPA Open Space do not constitute Furnishings.
3. The rights of the public to the POPA Open Space shall not include the use of any motorized - scooters, motorcycles or ATV' s, or any automobiles, trucks, recreational vehicles or other motorized vehicles on any portion of the Property, excluding vehicles for fire and emergency access, public safety, vehicles expressly authorized by Grantor including for Special Events), vehicles associated with Other Agencies as allowable under separate agreements, or in connection with maintenance, cleaning, or repair of POPA Open Space.
4. Grantor shall have the right to adopt, implement, and impose reasonable rules, regulations, and conditions for use of POPA Open Space consistent with this Covenant on the Property to the extent necessary (i) to reasonably impose safety and security requirements in the interest of public health and safety, and ( ii) for purposes of preventing (a) interference by any member ofthe public with the operation of any business conducted by Grantor or its authorized occupants or users ofBuildings, Other EXHIBIT H - POPA Open Space Terms
Ordinance No. 9. 2023
Site Improvements, Related Improvements, or the Property, and ( b) damage to the Property, including any improvements thereon.
5. The covenants and grant of access over the Property shall not constitute a grant of a public easement over, or dedication of, POPA Open Space.
6. Grantor shall be permitted to install signage citing California Civil Code section 1008 and indicating the purposes of public access on the Property and Grantor's right to regulate safety and security.
EXHIBIT H - POPA Open Space Terms
Ordinance No. 9. 2023
EXHIBIT I
EXISTING IMPACT FEES
With the exception of Parkland Impact Fees which are addressed in Attachment 1 hereto, the following impact fees are based on the City' s adopted Fiscal Year 2022- 23 budget ( effective July 1, 2022). Rates are shown as of Effective Date and are adjusted annually as of Effective Date. A fee' s annual escalation shall be increased by one of the following factors in the current year (or if not available, the prior year): ( a) CPI — Consumer Price Index, or ( b) CCI - San Francisco Engineering News -Record Construction Cost Index. ( Note, " SF" = square feet) A. Nonresidential Housing Impact Fee ( escalation per CPI — Code § 36. 40. 65( b)( 2)).
1. Office and R& D: $ 15. 28/ net new SF for first 10, 000 SF; $ 30. 57/ net new SF above 10, 000 SF.
2. Active Use ( Retail/ Neighborhood Commercial/ Community Space/ Entertainment/ Commercial): $ 1. 65/ net new SF for first 25, 000 SF; $ 3. 27/ net new SF above 25, 000 SF.
NOTE: Project is not subject to payment ofBelow -Market -Rate ( BMR) In -Lieu Fees for rental or ownership residential units based on the projectproviding an Alternative Mitigation per Code § 36.40.30.]
3. Hotel: $ 1. 65/ net new SF for first 25, 000 SF; $ 3. 27/ net new SF above 25, 000 SF.
B. Citywide Transportation Impact Fee ( escalation per CCI — Code § 43. 5( a)).
1. Office and R& D:
a. Office/ R& D/ Industrial: $ 5. 72/ net new SF.
2. Residential:
a. Multi -Family Residential, including stacked condominiums: $3, 004/dwelling unit.
NOTE: Affordable housing is exempt except ifpart of a market -rate project and provided pursuant to density bonus law Code § 43. 8( a)( 2)]
3. Active Uses ( Retail/ Neighborhood Commercial/ Community/ Civic/ Service):
a. Service and Retail Commercial: $ 5. 72/ net new SF.
4. Hotel:
a. Hotels and Motels: $ 3, 317/ room
NOTE: Accessory commercial uses, such as restaurants, shall be charged afee on a per -square -foot basisfor all new grossfloor area Code § 43. 5( b) ( 2)] C. Water Capacity Fee ( escalation per CCI — Code § 35. 41).
1. Office and R& D, Hotel, and Active Uses ( Retail/ Neighborhood Commercial/ Community/ Civic/ All Commercial) ( based on water meter size):
a. Commercial and Nonresidential fee, including irrigation meter( s):
EXHIBIT I - Existing Impact Fees
Ordinance No. 9. 2023
Meter Size
Unit Cost
Per Meter)
3/ 4" Meter: 7, 323
1" Meter: 12, 206
1- 1/ 2" Meter: 24, 409
2" Meter: 39, 055
3" Meter: 74, 349
Greater than
3"
19. 528 per gallons/ day
estimated water
demand
2. Residential:
a. Residential Class 3 ( Multi -Family): $ 2, 855/ dwelling unit.
D. Sewer Capacity Fee ( escalation per CCI — Code § 35. 41).
1. Office and R& D:
a. Office/ R& D: $ 2, 603/ 1, 000 net new SF.
2. Residential:
a. Residential Class 3 ( Multi -Family): $2, 557/ dwelling unit.
3. Active Uses ( Retail/ Neighborhood Commercial/ Community/ Civic):
a. Commercial/ Retail: $ 1, 777/ 1, 000 net new SF.
b. Restaurant: $ 14, 974/ 1, 000 net new SF.
3. Hotel:
a. Hotel: $ 1, 643/ room
E. North Bayshore Precise Plan Development Impact Fee ( escalation per CCI per City Council Resolution No. 18029)
1. Office/ R& D: $ 36.20 per net new SF in total, based on the following subtotals:
a. Transportation: $ 27. 11/ net new SF
b. Water: $ 7. 66/ net new SF
c. Sewer: $ 1. 43/ net new SF
2. Retail Active use: $ 3. 79 per net new SF in total, based on the following subtotals:
a. Transportation: $ 2. 83/ net new SF
b. Water: $ 0. 01/ net new SF
c. Sewer: $ 0. 95/ net new SF
3. Hotel: $ 8, 012 per room in total, based on the following subtotals:
a. Transportation: $ 2, 415/ room
b. Water: $ 4, 743/ room
c. Sewer: $ 854/ room
EXHIBIT I - Existing Impact Fees
Ordinance No. 9. 2023
ATTACHMENT 1
1. Land Required for Dedication: A x B = L
0. 0060 acres x 5, 950 market -rate units = 35. 70 acres
2. Credit for the total amount of parkland site dedications and POPA Open Space deliveries to be made by Developer as provided for in the Agreement = _ 26. 1 acres. The 26. 1 acres will satisfy the parkland site/POPA Open Space requirements for 4,358 market -rate residential units.
3. The parkland/POPA Open Space requirement for the remaining 1, 592 market -rate residential units ( i.e. 5, 950 — 4, 358 = 1, 592 units) is: 9. 6 acres. Developer will meet this requirement through payment of the Parkland Impact Fee.
4. Per unit Parkland Impact Fee to be paid beginning with market -rate residential unit number 4, 359: 0. 006 x $ 11. 76 Million escalated annually by CCI for the Term of the DA. For illustrative purposes the per unit Parkland Impact Fee, calculated in 2023 dollars (i.e. not including CCI escalations), is $ 70, 560, and the total Parkland Impact Fee, calculated in 2023 dollars ( i.e. not including CCI escalations) is estimated to be $ 112, 331, 520.
EXHIBIT I - Existing Impact Fees
Ordinance No. 9. 2023
EXHIBIT J
Ground Floor Activation Program
EXHIBIT J — Ground Floor Activation Program
Ordinance No. 9. 2023
I. Program Outline
I.1. Intent
The North Bayshore Ground Floor Activation Program, or " Program", seeks to encourage, welcome and assist businesses and operators in and around the North Bayshore Master Plan (" Master Plan"). The Program also seeks to create opportunities for operators, nonprofits and community uses to provide key community resources, services, and places that foster strong social bonds and contribute to a better quality of life for Mountain View residents. A diverse range of groups and experiences can help enrich the character of this new community.
Overall, the Program is designed to provide tailored financial support by the Developer representing $ 10 million of value to the community. The purpose ofthis document is to provide a Program framework to be implemented by the Developer or assignee, for the duration of the Development Agreement ( DA). The Developer will identify specific partners, the businesses or nonprofits supported, and the location of the activations throughout the Program and build -out of the Master Plan.
L2. Principles
The Developer will operate the Program under four principles:
I.2. 1. Create A Vibrant Community
The Program will respond and align with the City of Mountain View' s (" City") citywide goals to create welcoming, inclusive and sustainable neighborhoods and North Bayshore Precise Plan goals to create Complete Neighborhoods ( NBPP pages 42- 44). As part of this, the Program will support a varied and engaging program of active uses, events and activations that bring the community and business operators together supporting a mix of users at North Bayshore.
I.2. 2. Create Pathways To Market And Support Business Operators The Program will provide tools and resources to help retail and businesses find their footing and create opportunities for them to grow through business incubation, funding for tenant improvements and support services. This aligns with the goal of North Bayshore Precise Plan' s guiding principle of promoting retail, entertainment and the arts, as well as promoting economic diversity ( NBPP pages 48- 51).
I.2. 3. Reduce Barriers To Entry For Active Use Operators The Program will provide resources to facilitate streamlined processes and costeffective opportunities for operators to come to market and participate across North Bayshore.
EXHIBIT J — Ground Floor Activation Program
Ordinance No. 9. 2023
I.2. 4. Fill Gaps In Current Neighborhood Services To Respond To Future Community Needs
The Program will seek out neighborhood serving retail, including a grocery store, businesses, nonprofits and community partners that help meet daily needs of current, future and nearby communities, particularly in areas where those needs are currently unmet. This aligns with the North Bayshore Precise Plan' s guiding principle of creating complete neighborhoods with services available for residents and area employees and the broader surrounding communities (NBPP pages 42-44 and 48- 51).
I.3. Tools and Resources
To support its principles, the Program establishes a number of tools and resources for participating groups, including:
I.3. 1. Strategic Early Activations
The Developer will create an early business activation program to target businesses focusing on serving the neighborhood and which will take time to establish. These may include stores, restaurants, and other neighborhood serving uses The program will provide space to allow businesses to successfully develop a customer -base before transitioning them into the new buildings. Approximately 50% of the funding within the Program is expected to be dedicated to this effort.
I.3. 2. Public Facing Accessible Events and Interim Uses The Developer will provide funding and implementation for strategic early activations, events and place development that utilize vendors and are publicly accessible to the wider community. Activations will encourage spending within the community, help to increase visibility for business operators, and create inclusive public events for North Bayshore and broader Mountain View residents and workers. Approximately 5% of the funding is expected to be dedicated to this effort.
I.3. 3. Tenant Improvement Funding
The Developer will provide an allowance ( up to $ 125 per gross square foot, escalated annually with CPI) to fund a portion of tenant improvements, to help bridge some of the financial gaps in bringing a business or nonprofit' s vision to life.
This allowance can be used by selected operators to fund the build out and furnishing of physical business and trading spaces. Approximately 40% of the EXHIBIT J — Ground Floor Activation Program
Ordinance No. 9. 2023
funding within the Program and any remaining funds from the Strategic Early Activations are expected to be dedicated to this effort.
I.3. 4. Business Services Support and Soft Costs
The Developer will provide funding for professional services related to starting up a new business, location or nonprofit. These services could include but are not limited to:
Branding and marketing ( e. g. creation of logo, signage, online advertisements and promotions)
Accounting ( e. g. payroll assistance and training, financial reporting advice/ assistance)
Legal & permitting( e. g. legal resources and consultants, permit expeditors and reviews)
Customer service ( e. g. small business operation consultants, advice and assistance)
Merchandising and sourcing ( e. g. market research and feedback on business operations and offerings)
Funding & Financing ( e. g. preparation of funding materials, assistance and expertise with various available funding resources and programs) The Developer will provide directly to operators and/ or financially support training programs, partnerships and workshops Approximately 5% of the funding is proposed to be dedicated to this effort.
I.4. Implementation
The Developer will implement the Program in four stages: initiation, planning, execution, and support. This Program phase and Master Plan phase are not necessarily aligned and could differ in their implementation timing.
Implementation of the Program will begin upon approval and execution of the Development Agreement.
I.4. 1. Stage 1: Initiation
In the initiation stage, the Developer will formally establish the Program and develop the structure and relationships it will need to provide value to the community through the above outlined program. This work will include, but may not be limited to:
a. Establish Program governance and management structure b. Create Program charter and goals
EXHIBIT J — Ground Floor Activation Program
Ordinance No. 9. 2023
c. Explore partnerships with local organizations that provide business and nonprofits training and support
I.4. 2. Stage 2: Planning
In the planning stage, the Program will identify needs and opportunities in the community that may be addressed in a particular phase of the master plan. This work will include, but may not be limited to:
a. Identify operator/tenant needs, challenges and networks b. Perform sub -market gaps analysis to identify optimal services c. Refine or shift program offerings to best support businesses d. Leverage networks to identify potential existing businesses in North Bayshore, greater Mountain View, and beyond to South Bay/ Peninsula e. Survey existing businesses to better understand their growth goals and space needs and leverage this data to inform businesses of the opportunity. f. Compile an initial list of potential businesses and nonprofits to be targeted g. Develop an outreach strategy to inform potential businesses and nonprofits of the Program opportunity
h. Draft Covenants, Codes, & Restrictions ( CC& R' s) and other governance documents, including program process and metrics
No later than 24 months after the commencement of the Term of the Development Agreement, the Developer will submit a detailed implementation plan for the Program.
I.4. 3. Stage 3: Execution
In the execution stage, the Program will identify and engage specific tenants and operators to be leveraged during Strategic Early Activations and/ or participate in the Tenant Improvement Funding Tenant Business Support programs. This work will include, but may not be limited to:
a. Leverage research done in Planning stage
b. Interview potential operators and community partners c. As needed, sign Letters of Intent
d. Award initial Operators with Tenant Improvements/funding, support funds and agreements
e. Sign Funding Agreements and execute leases
f. Coordinate funding disbursements, tenant fit -outs, marketing, etc. g. Identify and refresh roster of potential businesses
h. Plan, mobilize and produce events and public activations EXHIBIT J — Ground Floor Activation Program
Ordinance No. 9. 2023
i. Fund and connect business support resources to selected operators and businesses
I.4. 4. Stage 4: Support
In the Support stage, Program representatives periodically engage participating businesses, offering tailored assistance and guidance, and also monitor their growth in order to better understand and serve their evolving needs. This work will include, but may not be limited to:
a. Conduct regular business reviews with tenants
b. Perform ongoing support per agreements, such as activation, marketing and operations support
c. Track tenant success and lessons learned over time
d. Annually review overall program success, project outcomes and lessons learned
e. Adapt support program as needed to amplify business support and community benefit
I.S. Monitoring
As part of the Annual Review described in the Development Agreement, the Developer shall submit a summary of the Program' s activities in the reporting year, including (a) list of all Program participants by business name and location; (b) a list of all Program participants for events, by business/event name and location; ( c) reporting on funds expended on key functions of the program of the prior year and cumulatively since inception; ( d) a description of all the tools and resources disbursed to the Program participants since the prior Annual Review period; ( e) overall Program success review, Project outcomes, lessons learned,; ( f)and any updates or modifications proposed to the Program accordingly.
L6. Valuation of the Program
The value of the Program is $ 10 million dollars, which is the sum of the value of each of the tools and resources that implement the Program and shall be increased annually by CPI until implemented. The Annual Review will track progress against delivery of the total value.
The figure below summarizes the approximate targets for the following four categories.
EXHIBIT J — Ground Floor Activation Program
Ordinance No. 9. 2023
Program Components Value in 2023
Strategic Early Activations Approximately $ 5, 000, 000 Public Facing Accessible Events and
Early Activations
Approximately $ 500, 000
1. Tenant Improvement
Funding
Approximately $ 4, 000, 000 + remaining
balance from Strategic Early Activations
Assumption of $100-$ 125/ sf allowance across
selected tenants at 32, 000- 40, 000 sf.
depending on the amount of allowance.
Business Services Support and Soft
Costs
Approximately $ 500, 000
Assumes an average of 40 hours of
professional service support per selected
tenants at $ 100/ hr across 50 groups.
1. Total Program Value 10, 000, 000 (increased annually by CPI) until specific program is implemented).
1. 7. Definitions
Note: Any capitalized term in this document that is used but not defined in this exhibit shall have the meaning given to such term in the Development Agreement.
I.7. 1. Annual Review
A summary of the Program' s actions and progress over the past year, delivered to the City as part of a larger annual DA review, which shall include information described in paragraph I.5 above.
I.7. 2. North Bayshore Ground Floor Activation Program
Also known as the Program, it consists of a set of tools and resources as further described in this document, which will benefit the North Bayshore community and be credited towards North Bayshore' s Public Benefits requirement. Generally, it consists of funding public facing and accessible events and activations, tenant improvements and financial assistance, and additional business services and support, totaling $ 10M in value subject to annual CPI escalation until implemented).
EXHIBIT J — Ground Floor Activation Program
Ordinance No. 9. 2023
EXHIBIT K
Intentionally Omitted
EXHIBIT K - Intentionally Omitted
Ordinance No. 9. 2023
APN:
EXHIBIT L
Form of Assignment and Assumption Agreement
PARTIAL ASSIGNMENT AND ASSUMPTION OF RIGHTS AND OBLIGATIONS
UNDER DEVELOPMENT AGREEMENT
This Partial Assignment and Assumption of Rights and Obligations Under Development Agreement ( this " Assignment") dated for identification purposes only as of day of 20 , is entered into by and between ALL
CAPS , a [ legal entity —Example: sole proprietorship, partnership, corporation, S corporation, limited liability company, etc., etc.] (" Assignor") and ALL CAPS , a [ legal entity — Example: sole
proprietorship, partnership, corporation, S corporation, limited liability company, etc., etc.] Assignee"). Assignor and Assignee are collectively referred to herein as the " Parties."
RECITALS
A. Assignor and the City of Mountain View, a California charter city and municipal corporation (" City") are Parties to a certain Development Agreement regarding the Project (" Project") dated as of , 20 , recorded in the Official Records of Santa Clara County, California, on , 20 , as Instrument No.
DA") and adopted by the City Council by Ordinance No.
INCLUDE IF ASSIGNOR NOT GOOGLE: ij Google is not the current Assignor, replace Assignor" in Recital A with " Google LLL, a Delaware limited liability company" and add a new recital describing assignment( s) from Google to this Assignor.] *** B. Except as otherwise specifically provided herein, all defined terms used in this Assignment shall have the meanings ascribed to them in the DA. This Assignment is governed by the provisions in Article 10 of the DA.
C. Assignor duly provided notice to City of Assignor' s proposed assignment together with a copy of this Assignment instrument pursuant to Section 10. 2 of the DA.
SELECT ONE]***
D. Assignor requested approval from City for the assignment to Assignee described herein, and City consented to such assignment, all pursuant to Section 10. 1 of the DA.
OR
EXHIBIT L - Form of Assignment and Assumption Agreement Ordinance No. 9. 2023
D. Assignor provided City documentation establishing that Assignee is a qualified Affiliated Party, and Assignor has the right to make the assignment to Assignee described herein, all pursuant to Section 10. 1 of the DA.
LEND OF SELECTION] * * *
E. On the Effective Date ( defined below), Assignor transferred to Assignee that portion of the Property legally described in Attachment 1, attached hereto and incorporated herein by reference (the " Assigned Property").
F. In conjunction with the transfer of the Assigned Property to Assignee, Assignor desires to assign to Assignee certain of Assignor' s rights, duties, and obligations under the DA with respect to the Assigned Property, and Assignee desires to accept and assume certain of Assignor' s rights, duties, and obligations under the DA with respect to the Assigned Property collectively and as described and defined more particularly in Section 1 below, the " Rights and Obligations") subject to the terms, conditions and restrictions set forth in this Assignment.
AGREEMENT
NOW, THEREFORE, in exchange for the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. Assignment and Assumption of Interest.
a. Assignor hereby transfers, assigns, and conveys to Assignee the Rights and Obligations ( as defined below). Assignee, for Assignee and Assignee' s successors and assigns, hereby accepts the foregoing assignment, assumes all such Rights and Obligations, and expressly agrees for the benefit of City, to pay, perform, and discharge all such Rights and Obligations. b. " Rights and Obligations" shall mean and include all of Assignor' s right, title and interest in and to, and all obligations, duties, responsibilities, conditions, and restrictions under the DA with respect to the Assigned Property that: ( 1) apply exclusively to the Assigned Property; or ( 2) apply nonexclusively to the Assigned Property, but then only the extent proportionally allocable to the Assigned Property.
OPTIONAL: Complete following Subsection ( c) to the extent there are allocations of responsibility among portions of the Project that the City agrees can be specified as part of an assignment.****
c. Notwithstanding anything to the contrary herein:
1) The Rights and Obligations shall not mean or include, and Assignee shall have no right or obligation with respect to , it
being expressly understood that Assignor shall retain the obligation to EXHIBIT L - Form of Assignment and Assumption Agreement Ordinance No. 9. 2023
2) The Rights and Obligations shall include, without limitation ( except for the limitations as expressly described below), and Assignee shall have rights or obligations with respect to:
a) Only percent ( %) of the
Dollar ($ ) payment is required by DA Section
and
b) DA Sections
tied to the Assigned Property;
FEND OF OPTIONAL] * * *
and , of which obligations are
d. Assignee hereby acknowledges that the Assigned Property shall remain subject to all of the consequences and limitations set forth in Section 10. 4 of the DA which may result from failure by other parties with an interest in the Project to satisfy requirements in the DA, including, without limitation, restrictions on the ability or timing to develop the Assigned Property.
2. Effective Date. Upon execution by Assignor, Assignee, and City (if City consent is necessary under the DA), the provisions of this Assignment shall be effective as of 20 ( the " Effective Date").
3. Rights and Remedies. Subject to City' s execution of the consent to this Assignment ( if necessary under the DA), any default or breach by Assignor of obligations under the DA, regardless of whether such default or breach occurs before or after the Effective Date Assignor Breach"), shall not constitute a breach or default by Assignee under the DA. City shall look solely to Assignor for compliance with obligations under the DA other than the Rights and Obligations. An Assignor Breach shall not affect the Assigned Property and shall not cancel or diminish in any way Assignee' s rights under the DA with respect to the Assigned Property, except as described in Section 10. 4 of the DA and acknowledged by Assignee in Section 1. d of this Assignment.
4. Assignee and Assignor Agreements, Indemnifications, and Waivers. a. Assignee represents and warrants and acknowledges and agrees for the benefit of City as follows:
1) Assignee is a duly organized [ legal entity] organized within and in good standing under the laws of the State of and authorized to do business in the State of California. Assignee has full right, power and lawful authority to undertake all obligations of Assignee as provided herein and execution, performance and delivery of this Assignment by Assignee has been fully authorized by all requisite actions on the part of Assignee. 2) Assignee' s execution, delivery, and performance of its obligations under this Assignment will not constitute a default or a breach under any contract, agreement, or order to which Assignee is a party or by which Assignee is bound.
EXHIBIT L - Form of Assignment and Assumption Agreement Ordinance No. 9. 2023
3) Assignee is not the subject of any bankruptcy proceeding. 4) As of the Effective Date, Assignee owns fee simple title to the Assigned Property.
b. Assignor and Assignee each represents and warrants and acknowledges and agrees for the benefit of City as follows:
1) City has not made, and will not make, any representation or warranty that the partial assignment and assumption of the DA provided for hereunder will have any particular tax implications for Assignor or Assignee.
2) The allocations and provisions made in this Assignment were specifically negotiated and agreed to by Assignor and Assignee, and it is the responsibility of Assignor and Assignee ( and not City) prior to execution of this Assignment to assess whether the allocations and provisions made in this Assignment fulfill Assignor' s and Assignee' s respective needs and purposes.
3) Assignee and Assignor each hereby waives and releases and each hereby agrees to indemnify and hold City harmless from and against any claims, liabilities, or damages, including reasonable attorneys' fees and costs actually incurred arising out of or resulting from any tax consequences for Assignor or Assignee resulting from the allocations of Rights and Obligations under this Assignment and/ or disputes related to whether the allocations and provisions made in this Assignment fulfill Assignor' s and Assignee' s respective needs and purposes.
5. Governing Law; Venue. This Assignment shall be interpreted and enforced in accordance with the laws of the State of California without regard to principles of choice of laws.
Any action to enforce or interpret this Assignment shall be filed and litigated exclusively in the Superior Court of Santa Clara County, California, or in the Federal District Court for the Northern District of California.
6. Entire Agreement/ Amendment. This Assignment constitutes the entire agreement among the Parties with respect to the subject matter hereof, and supersedes all prior written and oral agreements with respect to the matters covered by this Assignment. This Assignment may not be amended except by an instrument in writing signed by each of the Parties and consented to in writing by City.
7. Further Assurances. Each Party shall execute and deliver such other certificates, agreements, and documents and take such other actions as may be reasonably required to consummate or implement the transactions contemplated by this Assignment and the DA.
8. Benefit and Liability. Subject to the restrictions on transfer set forth in the DA, this Assignment and all of the terms, covenants, and conditions hereof shall extend to the benefit of and be binding upon the respective successors and permitted assigns of the Parties.
EXHIBIT L - Form of Assignment and Assumption Agreement Ordinance No. 9. 2023
9. Rights of City. All rights of City under the DA and all obligations to City under the DA arising on or after the Effective Date with respect to the Assigned Property which were enforceable by City against Assignor prior to the Effective Date ofthis Assignment shall be fully enforceable by City against Assignee from and after the Effective Date of this Assignment.
10. Rights of Assignee. As of the Effective Date, all rights of Assignor and obligations to Assignor under the DA with respect to the Assigned Property which were enforceable by Assignor against City prior to the Effective Date of this Assignment shall be fully enforceable by Assignee against City from and after the Effective Date of this Assignment.
11. Release. Except as set forth in Section 1 above, Assignor hereby relinquishes all rights under the DA with respect to the Assigned Property, and all obligations of Assignor under the DA with respect to the Assigned Property shall be terminated as to, and shall have no more force or effect with respect to, Assignor, except for those obligations specifically retained by Assignor in this Assignment.
12. Attorneys' Fees. In the event of any litigation pertaining to this Assignment, the losing party shall pay the prevailing party' s litigation costs and expenses, including without limitation reasonable attorneys' fees.
13. City as Third -Party Beneficiary. City is an intended third -party beneficiary of this Assignment, and has the right, but not the obligation, to enforce the provisions hereof.
14. Recordation. Assignor shall cause this Assignment to be recorded in the Official Records of Santa Clara County, and shall promptly provide conformed copies of the recorded Assignment to City and Assignee.
15. Address for Notices. Assignee' s address for notices, demands, and communications under Section 12. 2 of the DA is as follows:
Assignee:
Attn:
16. Captions; Interpretation. The section headings used herein are solely for convenience and shall not be used to interpret this Assignment. The Parties acknowledge that this Assignment is the product of negotiation and compromise on the part of both Parties, and the Parties agree that since both have participated in the negotiation and drafting of this Assignment, this Assignment shall not be construed as ifprepared by one ofthe Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it.
17. Severability. If any term, provision, condition, or covenant of this Assignment or its application to any Party or circumstances shall be held by a court of competent jurisdiction, to any extent, invalid or unenforceable, the remainder of this Assignment, or the application of the term, provision, condition, or covenant to persons or circumstances other than those as to whom EXHIBIT L - Form of Assignment and Assumption Agreement Ordinance No. 9. 2023
or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law unless the rights and obligations of the Parties have been materially altered or abridged thereby.
18. Counterparts. This Assignment may be executed in counterparts, each of which shall, irrespective of the date of its execution and delivery, be deemed an original, and the counterparts together shall constitute one and the same instrument.
19. No Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Assignment by any other Party, or the failure by a Party to exercise its rights upon the default of the other Party, shall not constitute a waiver of such Party' s right to insist and demand strict compliance by the other Party with the terms of this Assignment thereafter.
20. Amendments. Any amendments or modifications to this Assignment must be in writing, signed by duly authorized representatives of each of the Parties hereto and consented to by the City in writing, and recorded in the Official Records of Santa Clara County, California.
21. Authority. Each person executing this Assignment represents and warrants that such person has the authority to bind the respective Party to the performance of the Party' s obligations hereunder and that all necessary board of directors, shareholders, partners, members, managers, and other approvals have been obtained.
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the date first set forth above.
ASSIGNOR":
ALL CAPS ,
legal entity]
ASSIGNEE":
ALL CAPS ,
legal entity]
By: By:
Name: Name:
Title: Title:
Date: Date:
EXHIBIT L - Form of Assignment and Assumption Agreement Ordinance No. 9. 2023
CONSENT TO PARTIAL ASSIGNMENT AND ASSUMPTIONS OF RIGHTS AND
OBLIGATIONS
UNDER DEVELOPMENT AGREEMENT
The City of Mountain View, a California charter city and municipal corporation, hereby consents to the assignment and assumption described in the foregoing Assignment.
City":
CITY OF MOUNTAIN VIEW,
a California charter city and municipal
corporation
APPROVED AS TO FORM:
City Attorney
By: Print Name:
City Manager
Print Name:
Dated:
APPROVED AS TO CONTENT:
Community Development Director
Print Name:
FINANCIAL APPROVAL:
Finance and Administrative Services
Director
Print Name:
EXHIBIT L - Form of Assignment and Assumption Agreement Ordinance No. 9. 2023
EXHIBIT M
Intentionally Omitted
EXHIBIT M - Intentionally Omitted
Ordinance No. 9. 2023
EXHIBIT N
Master Encroachment Agreement for District Utility System Terms This exhibit summarizes key terms to be included in a future Master Encroachment Agreement MEA) between the Parties should the Developer pursue a district system in the Project. The Public Works Director, or designee, shall provide Developer with a draft of the Master Encroachment Agreement as part of City' s first written response to the first zoning permit application that includes the District Utility System ( including the District Systems Implementation Plan as described in the District Systems Concept Plan). The MEA will be in a standard agreement template form approved by the City Attorney. City and Developer shall execute the Master Encroachment Agreement, following approval of the zoning permit and submission of Building Permit application that includes the District Utility System, but prior to issuance of that Building Permit.
Capitalized terms that are used but not defined in this exhibit shall have the meaning given to such terms in the Development Agreement.
Scope of Agreement - All rights granted under the MEA to Developer may be exercised at Developer' s sole cost and expense, subject to the terms and conditions of the MEA, including the prior and continuing right of City to use all parts of the public right-of-way and City -owned land exclusively or concurrently with any other person or entity, and subject to all deeds, easements, dedications, conditions, covenants, restrictions, encumbrances, and claims of title of record which may, now and in the future, affect the right-of-way and City -owned land.
Other Private Rights - Any future City grant of private rights affecting the Developer' s rights under the MEA shall be consistent with, and shall not unreasonably interfere with, Developer' s district systems improvements, except where Developer reasonably agrees to such interference.
Excavation Permit - Developer shall apply for an Excavation Permit for the installation and construction of each phase of development with installation of the district system district system") within the public right-of-way or on City -owned parcels.
Improvements - City to grant limited right to use portions of the public right of way and limited portions of City -owned property to locate the district system in the same or substantially similar manner as shown in the Existing Approvals and detailed further in Subsequent Approvals. Crossings ( perpendicular and non -perpendicular) of the public right-of-way on Joaquin Road, Plymouth Street, Manzanita Street, Monarch Street, N.
Shoreline Boulevard, Shorebird Way and Inigo Way are permitted to allow for a continuous district system. The district system must maintain minimum horizontal and vertical clearances from City infrastructure in the right-of-way in accordance with applicable City design standards and specifications. The final district system design will be shown on plans attached to each subsequently approved Excavation Permit for each phase of system installation.
EXHIBIT N - Master Encroachment Agreement for District Utility System Terms Ordinance No. 9. 2023
Future Exhibits - The MEA will allow for planned future exhibits to be added from time to time. Once an encroachment location( s) is included in an Improvement Plans/Excavation Permit, with the associated building permit application submission, and the exact location( s) is known, a new exhibit will be created, approved and executed by the parties, and attached and incorporated into the MEA. An exhibit will include a plat and legal description and a cost estimate of the work within the public right- of-way or on a City- owned parcel( s). Each exhibit will be added to the agreement and the agreement, in its entirety, will be recorded with the County. No other changes to the agreement will be allowed by either Party with the future exhibits; otherwise, any other change constitutes an Amendment to the Master Encroachment Agreement.
Securities - The following securities are required: ( a) prior to issuance of the Excavation Permit for said work, Developer must provide to the City a cash security ( 100% of the cost of improvements in the public right-of-way or on City -owned land) securing the proposed improvement( s) in the public right-of-way or City -owned parcel( s), which security shall be held for the life of the encroachment; and ( b) prior to issuance of a building permit, Developer is to provide a security to the City as required per the Improvement Agreement to be held during construction ofthe improvements in the public right of way in accordance with City Code.
Terminology/ Definitions - In addition to any important terminology used in reference of the district system which may warrant definition, the MEA shall include clear terminology and definitions for: ( a) the responsible party and single point -of -contact for the City for the district system operation (" responsible party"), ( b) qualified operator( s) of the system, and c) joint qualified operator( s) and owner(s) of the district system.
Nonexclusive Rights - Through the MEA, the City will grant nonexclusive rights to Developer to construct and maintain a district system in a defined footprint within the public right of way and on City -owned property. These rights do not constitute a deed or grant of an easement or any other real property interest by the City to the Developer.
Permitted Uses - Developer represents, warrants, and covenants the district system installed will be utilized for the sole purpose of providing identified services to private customers and not to provide services outside of the defined Master Plan area without authorization and approval by the City. Developer shall be responsible for all costs associated with construction, installation, maintenance, and use of the district system.
Developer is obligated to obtain any additional required authorizations, approvals, or permits from any City department, board, commission, or other governmental agency that has authority over the Developer' s activities involving use of the public right of way and City land.
City Access and Form of Notification - City or City' s Agents may enter onto City land and public right of way at all times. Developer shall be a member of the regional notification center for subsurface installations ( Underground Services Alert) and shall field -mark, at its sole expense, the locations of its underground facilities upon notification EXHIBIT N - Master Encroachment Agreement for District Utility System Terms Ordinance No. 9. 2023
in accordance with the requirements of Section 4216 of the State of California Government Code, as it now reads or may hereinafter be amended. This will be the form of notification for any work proposed in or near the MEA area.
Indemnity - Developer shall indemnify, defend, protect, and hold City harmless from and against any and all claims, liabilities, penalties, forfeitures, losses and/ or expenses related to or arising out of the encroachments or activities under the MEA by Developer or its contractors, agents, officers, employees or invitees, except to the extent such claims result from the City' s gross negligence, recklessness, or willful misconduct.
Insurance - Developer to provide minimum insurance requirements for the term of the MEA at rates and in a form required by the City at time of submittal for the Excavation Permit, which may minimally include, but not be limited to, commercial general liability insurance, automobile liability insurance, pollution liability insurance, and workers compensation insurance. The City updates insurance requirements from time to time.
Continuity of Service - Developer will be required to provide continuous district system services to all buildings where services are provided
Cease of Service - Should Developer cease providing one or more district system services entirely, either by election or poor performance, and without any comparable replacement or substitute district system service, then Developer must provide the City 180 days' written notice together with such plans as are necessary for the required City utility system connection or standard public utility connections available in the City, and plans for removal of the district system improvements and restoration of public rights -of - way and City property. Following City approval of Developer' s installation and removal plans, completion of the new connections by Developer, and City verification that the substitute City services are operating properly, Developer may terminate the MEA and discontinue system operations as to the affected district system. Termination requires removal of the district system infrastructure for the discontinued service in the public right-of-way and on City -owned property, at no cost to the City; provided, City in its sole discretion may allow some or all of the district system improvements to remain in place.
The public right -of- way and City property shall be restored to the same finished condition as exists immediately prior to removal. Developer shall commence removal and restoration within thirty (30) days after all the City substitute services required to replace the district system services are operational, and shall complete removal and restoration within one hundred eighty ( 180) days, or such longer period of time as may be reasonably approved by the Public Works Director.
No Interference - Developer shall not interfere in any manner with the existence and operation of any other public right- of-way, City infrastructure, public utilities, or City - owned land than explicitly identified in the Excavation Permit scope of work. Any future EXHIBIT N - Master Encroachment Agreement for District Utility System Terms Ordinance No. 9. 2023
City grant of private rights for use of public rights -of -way or City land shall to the extent allowed by Applicable Law not unreasonably interfere with Developer' s district systems improvements, except where Developer reasonably agrees to such interference.
Maintenance/ Repair - Developer shall, at all times, maintain the area( s) of the encroachment in safe condition and good appearance to the reasonable satisfaction of City' s Public Works Director. Any repair or maintenance that requires disrupting the encroachment area( s) ( e. g. dig out and repair) requires submittal and approval of an Excavation Permit.
Removal and Relocation of Sites - Upon receiving written notification from the City, Developer shall remove or relocate, without cost or expense to City, any district systems infrastructure installed, used, and maintained under the MEA or subsequent Excavation Permits within a given portion of the public right-of-way or City -owned land ifthe City or a regional, county, state or federal governmental agency determines to use the right-of-way or City -owned land for a public purpose, or the installation is declared unlawful by a court of competent jurisdiction. For purposes of the MEA or any subsequent Excavation Permit authorized under the MEA, the following shall not constitute a " public purpose" that would merit removal or relocation of any district systems infrastructure: ( 1) subsequent encroachments proposed by private property development projects, whether below, at or above -grade; or ( 2) subsequent subsurface private or franchised utility infrastructure, unless required by a franchise agreement or otherwise authorized by State or Federal agencies, or Applicable Law. Removal and any associated restoration of the right-of-way or City -owned land shall be completed within 180 days of City' s notification, or a longer period that may be determined by the Public Works Director in his or her reasonable discretion subject to time limits that may be imposed by the new required use. City will include the evaluation of any proposed alternative location( s) for district systems infrastructure necessitated by this removal as part of the City' s environmental analysis for other planned improvements, if any such environmental analysis is required.
Comply with Applicable Laws - Developer and the district system must comply with all Applicable Laws.
Assignments - Developer may assign the district system improvements and associated rights and obligations in the MEA as follows:
o Assignment and Assumption Agreement: Any Assignment will require execution of an " Assignment and Assumption Agreement" which evidences that the assignee has assumed all rights and obligations of the assignor pertaining to the district system and the District Systems Transactional Documents ( defined in the District Systems Implementation Plan). No Assignment shall be effective until the assignor or assignee provides an executed copy of the Assignment and Assumption Agreement to the Public Works Director. Developer may not partially assign the MEA. Regardless of the ownership or components of the district system, Developer shall identify a single responsible party with responsibility for compliance with the obligations of the MEA.
EXHIBIT N - Master Encroachment Agreement for District Utility System Terms Ordinance No. 9. 2023
o Evidence of Qualified Operator: Concurrent with the submittal of the executed Assignment Assumption Agreement, the assignor or assignee shall provide notice and documentation to City' s Public Works Department confirming the assigned district system will continue to be operated by a Qualified Operator subsequent to the Assignment ( as defined in the District Systems Implementation Plan). No Assignment shall be effective until the assignor or assignee provides the documentation required pursuant to this condition.
o Permitted Assignments: Developer may assign to ( i) an Affiliated Party; ( ii) Lendlease;; ( iii) any Lendlease Affiliate; (iv) any entity in which Developer, an Affiliated Party, Lendlease, or any Lendlease Affiliate are members or hold an interest so long as any of the foregoing parties has Control of such entity ( v) any third -party assignee that is an owner of the district system, with appropriate operational and asset management capabilities, directly or via an operating partner; or ( vi) a Project master commercial association properly organized under Applicable Law, with CC& Rs, reserves, resources and funding arrangements all approved by the City in its reasonable discretion. Any such assignments other than to a master commercial association as described in the preceding clause ( vi) would not require City' s consent but would require thirty (30) days prior written notice to City of such assignment; if a third -party assignee as described in the preceding clause ( v) is to be an operator of the district system, then written notice to the City must also include documentation that the assignee meets minimum Qualified Operator service requirements. Any assignment of permits or other regulatory obligations under federal, state, regional, or local laws must be in compliance with these laws and any other agency requirements.
EXHIBIT N - Master Encroachment Agreement for District Utility System Terms Ordinance No. 9. 2023
EXHIBIT 0
NON -DISTRICT UTILITY SYSTEMS ENCROACHMENT AGREEMENT TERMS The below key terms focus on establishing adequate timeframes for removal and/ or relocation of any encroachments ( not including District Systems (" DS")). The below text is intended to be integrated into any standard Encroachment Agreements required in the North Bayshore Master Plan (" Master Plan"). ( Any standard Encroachment Agreement would likely be required as a future PCP condition of approval.)
1. Removal and Relocation Timing. Ifthe City determines that removal or relocation of the improvements installed in the public right-of-way is necessary for governmental purposes, activities, or City installations, said removal or relocation shall be completed within one hundred and eighty ( 180) days of notification by City, or such later time as may be approved by the Public Works Director in their sole and reasonable discretion, to be no less than one hundred eighty ( 180) days. City may immediately commence activities to remediate any emergency situation, including removal or relocation of improvements, and shall issue Developer written notice as reasonably practicable. Upon adequate justification, City may require removal or relocation on shorter notice in a non -emergency situation, but in no case less than thirty ( 30) days' notice.
2. Revocation of Encroachment Agreement. If the Public Works Director revokes the encroachment agreement in his/ her reasonable discretion for governmental purposes, activities, or City installations, the improvements in the public right-of-way shall be removed within one hundred and eighty ( 180) days of such request, or within a time frame reasonably determined by the Public Works Director, to be no less than one hundred eighty 180) days.
3. Discontinuance of use of improvements. If Developer ceases to use the improvements located in the public right-of-way, Developer shall notify City of Developer' s intent to remove or abandon the improvements within one hundred and eighty ( 180) days of providing notice of nonuse to the City, or within a time frame reasonably agreed to by Developer and City, to be no less than one hundred eighty ( 180) days.
4. Indemnification: except for the Master Encroachment Agreement governing District Systems, all encroachment agreements entered into for the Master Plan shall include an indemnification provision that is substantially as follows: Developer, jointly and severally, for itself, its successors, agents, contractors, and employees, agrees to indemnify, defend with counsel acceptable to City), and hold harmless City, its City Council, officers, employees, and agents and any successors to City' s interest in the property from and against any and all claims, demands, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, and all costs and expenses incurred in connection there with, including, without limitation, reasonable attorneys' fees and costs of defense ( collectively, the " Losses") arising directly or indirectly, in whole or in part, out of or from the construction, implementation, operation, maintenance, repair or removal of the encroachments, or other acts or omissions of Developer or any of Developer' s employees, contractors, subcontractors, agents or representatives EXHIBIT 0 - Non -District Utility Systems Encroachment Agreement Terms Ordinance No. 9. 2023
individually a " Developer Party" and collectively, " Developer Parties") under this Encroachment Agreement, failure of Developer Parties to comply with the terms of this Encroachment Agreement, or arising out of the acts or omissions of Developer Parties in connection with their activities under this Encroachment Agreement on or off the site of the encroachment, except to the extent such Losses are caused by the gross negligence, recklessness, or willful misconduct of City or its City Council, officers, employees, and agents and any successors to City' s interest in the property.
EXHIBIT 0 - Non -District Utility Systems Encroachment Agreement Terms Ordinance No. 9. 2023
EXHIBIT P
Form of Notice of Completion and Termination
This document shall include exhibits for legal property description, property map and/ or relevant building/floor plans, and associated notary forms from the City Manager and Developer, to be recorded in the Official Records. Minor edits or adjustments are permitted to fulfill the details of the particular subject property, signatories, site -specific requirements, or grammatical errors.
APN:
Space above this line reserved for Recorder' s use only)
NOTICE OF COMPLETION AND TERMINATION
NOTICE IS HEREBY GIVEN of Completion of Building and Associated Obligations Notice") by and between the City of Mountain View, a California charter city and municipal corporation (" City"), and , a [ legal entity type] (" Developer") to be effective on the date this Notice is signed by City and Developer and recorded in the Official Records of Santa Clara County, California.
1. The City and Developer entered into certain Development Agreement dated and recorded in the Official Records of the County of Santa Clara on , as Document Number ( the " Development Agreement"). Capitalized terms used in this Notice that are not defined shall have meaning given to such terms in the Development Agreement.
2. Under Section 10. 7 of the Development Agreement, when one or more buildings or other improvements on a legal parcel have been Completed, have received a Certificate of Occupancy, and all of the Required Exactions, Community Benefits and Public Benefits, and any other obligations and requirements under the Developer Agreement tied to the specific building(s) or legal parcel have been provided or otherwise satisfied, in accordance with the Development Agreement ( collectively " Obligations"), then the City and Developer shall execute and record a notice of completion as it relates to the applicable building or improvements.
3. The City confirms that [ the building known as.... and/or the improvements known as....], located on certain real property commonly identified as [ enter property address], Mountain View, California, and more particularly described in Exhibits A and B, the attached legal description and Assessor' s Parcel Map (" Affected Property"), respectively, together with all of the Obligations associated with [ that building and/or those improvements] through the Development Agreement, have been completed in accordance with EXHIBIT P - Form of Notice of Completion and Termination Ordinance No. 9. 2023
the Development Agreement. The only remaining Obligations are those set forth in separate recordable documents, including the [ Insert POPA Agreement or any other agreement setting forth ongoing obligations] ( collectively, the " Continuing Agreement'] which shall run with the land and continue to be binding with respect to the building and/or improvements] and Affected Property and to any and all parties having or later acquiring any interest in the Affected Property, notwithstanding the recordation of this Notice.
Executed this day of 20 , in Mountain View, California.
CITY OF MOUNTAIN VIEW: DEVELOPER:
By:
City Manager
Printed Name
APPROVED AS TO CONTENT:
Community Development Director
Printed Name
APPROVED AS TO FORM:
City Attorney
Printed Name
Signature
Printed Name
EXHIBIT P - Form of Notice of Completion and Termination Ordinance No. 9. 2023
EXHIBIT Q
Form of Irrevocable Offer
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
CITY OF MOUNTAIN VIEW
P. O. Box 7540
Mountain View, CA 94039- 7540
Attention: City Clerk
Exempt from Recording Fees per
Govt. Code § isC 6103 and 27383
Assessor' s Parcel Nos:
SPACE ABOVE THIS LINE FOR RECORDING USE
IRREVOCABLE OFFER OF DEDICATION
This Irrevocable Offer of Dedication (" Offer") is made and effective this day of 20 by (" Offeror") for exclusive acceptance
by the CITY OF MOUNTAIN VIEW, a municipal corporation (" City").
RECITALS
A. Offeror is the owner in fee of real property located at approximately in the City of Mountain View (the " Site"), Assessor' s Parcel No. and more particularly described in Exhibit " A."
B. Offeror and the City are parties to that certain Development Agreement regarding the North Bayshore Master Plan Project (" Project") dated as of , 20 , recorded in the Official Records of Santa Clara County on , 20 as Instrument No. ( the " DA").
C. Pursuant to Section of the DA, Offeror agreed to offer the Site for dedication to the City for [ affordable housing/parkland] purposes.
D. Offeror must record this Offer with the Recorder for the County of Santa Clara pursuant to the requirements of the DA.
EXHIBIT Q - Form of Irrevocable Offer
Ordinance No. 9. 2023
NOW THEREFORE, in consideration of the mutual promises, approvals, and covenants made by the parties and other considerations, the value, adequacy and receipt of which are hereby acknowledged, the parties agree as follows:
1. Irrevocable Offer Of Dedication. Offeror does hereby irrevocably offer to dedicate the Site to the City in fee (in the Required Condition as defined in the DA at such time as required by the DA) for [ affordable housing/parkland] . This Offer is irrevocable and binding as provided in Section 6 below.
2. Condition Of Title. Offeror warrants that there are no current oral or written leases, easements or liens on all or any portion of the Site as of the date of this Offer that would be binding on City as of the date City takes title to the Site, except for liens for current, non - delinquent taxes and assessments and those incidental easements and other incidental exceptions, if any, previously approved by City in writing in accordance with the DA. Offeror agrees to hold City harmless and reimburse City for any and all of its losses and expenses, including attorney' s fees, occasioned by reason of any lease, easement, or lien on the Site that is not allowed or has not been pre -approved by City or that City does not approve in its reasonable discretion at the time Offeror delivers the Site in the Required Condition as defined in the DA.
3. Time And Manner Of Acceptance.
3. 1. The Site may only be accepted by the City Manager of the City of Mountain View or their designee as authorized by Resolution of the City Council of the City of Mountain View and not in any other manner. Any purported acceptance of this Offer by or on behalf ofthe City, other than in this manner, shall be null and void and of no force or effect.
3. 2. This Offer shall remain in effect until accepted by the City Manager of the City of Mountain View or their designee as authorized by Resolution of the City Council which may not occur, if at all, before , (" Earliest Acceptance Date"). This Offer may not be terminated by Offeror or the right to accept the Offer abandoned by City, except by Resolution of the City Council.
4. Use Of Property Prior To Acceptance Of Irrevocable Offer.
4. 1. The City shall incur no liability with respect to this Offer and shall not assume any responsibility for the Site or any improvements to the Site except to the extent that the Site has been accepted by the City.
4. 2. Before the lawful acceptance of this Offer by the City Offeror agrees that it will not use the Site in any way that will preclude Offeror' s ability to dedicate the Site in the Required Condition.
5. Notices. Any notices which either party may desire to give to the other party under this Offer must be in writing and may be given either by ( i) personal service; ( ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, which provides a receipt showing date and time of delivery; or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by notice:
EXHIBIT Q - Form of Irrevocable Offer
Ordinance No. 9. 2023
City:
With a copy to:
And to:
And to:
Offeror:
With a copy to:
City Manager' s Office —City of Mountain View
Attn: City Manager
500 Castro Street
P. O. Box 7540
Mountain View, CA 94039- 7540
City Attorney' s Office
Attn: City Attorney
City of Mountain View
500 Castro Street
P. O. Box 7540
Mountain View, CA 94039- 7540
Community Development Department
Attn: Community Development Director
City of Mountain View
500 Castro Street
P. O. Box 7540
Mountain View, CA 94039- 7540
Public Works Department
Attn: Public Works Director
City of Mountain View
500 Castro Street
P. O. Box 7540
Mountain View, CA 94039- 7540
Google LLC
Attn: DevCo North Bayshore Team
Mountain View Real Estate Team
1600 Amphitheatre Parkway
Mountain View, CA 94043
Google LLC
Attn: Legal Department/ Real Estate Matters
1600 Amphitheatre Parkway
Mountain View, CA 94043
6. Offer Runs With Land. The provisions of this Offer shall inure to the benefit of and be binding upon the owners of the Site and their heirs, successors or assigns, and any other person claiming an interest in the Site through them.
7. Waiver of Further Compensation. Offeror hereby expressly and unconditionally waives any and all right to claim, demand, or receive any further compensation for the Site which Offeror may be eligible to receive under the California Relocation Assistance Act ( Government Code § 7260, et seq.), Article 1, § 19 of the California Constitution, the California Eminent Domain EXHIBIT Q - Form of Irrevocable Offer
Ordinance No. 9. 2023
Law ( Code of Civil Procedure § 1230. 010, et seq.), and/ or the California Code of Regulations, Title 25 or other applicable local, state, or federal statute, ordinance, regulation, rule, or decisional law collectively " Compensatory Laws"), including, but not limited to, the fair market value of the Site, severance damages, loss of goodwill, loss of profits, or relocation benefits and assistance, or claims for unreasonable precondemnation activities or inverse condemnation, or any other compensation as a result of the City' s requirement of the Site and/ or acceptance of the Site.
Furthermore, Offeror hereby expressly releases the City of Mountain View, and its respective elected and appointed officials, officers, employees, representatives, successors and assigns, from any liability, responsibility, or obligation to pay any further compensation for the City' s requirement of the Site and/ or acceptance of the Site which Offeror may be eligible to receive under the Compensatory Laws as a result thereof.
8. Authority To Execute. The person or persons executing this Offer on behalf of Offeror warrants and represents that they has/ have the authority to execute this Offer on behalf of their corporation, partnership, or business entity and warrants and represents that they has/ have the authority to bind Offeror to the performance of its obligations hereunder.
IN WITNESS WHEREOF, the parties have executed this instrument as of the day and year first written above.
CITY:
CITY OF MOUNTAIN VIEW
By:
Kimbra McCarthy, City Manager
OFFEROR:
By:
Name:
Title:
By:
Name:
Title:
EXHIBIT Q - Form of Irrevocable Offer
Ordinance No. 9. 2023
ATTACHMENT No. 1
Legal Description of Site
EXHIBIT Q - Form of Irrevocable Offer
Ordinance No. 9. 2023
EXHIBIT R
Transportation Demand Management Agreement
Framework for Transportation Demand Management (" TDM") Agreement Provisions Below are the office TDMframework provisions to be included in the TDM Agreement, which shall apply to all Google occupied buildings located in the North Bayshore Precise Plan area both within and outside of the North Bayshore Master Plan area). It is the intent that Google, LLC and the City shall subsequently negotiate and mutually execute a formal TDM agreement prior to implementation ofthe Office Trip Cap (as defined below). The subsequent TDM agreement shall contain express provisions that said agreement will survive the term of the Development Agreement.
Developer shall comply with the provisions of this TDM Agreement. The purpose of this TDM Agreement is to establish an Office Trip Cap ( defined below) that enables Developer to implement a comprehensive district -wide approach to TDM and parking management that supports the North Bayshore Precise Plan (NBPP) goal of reducing vehicle traffic and supporting non -driving modes.
Provided the conditions set forth herein are achieved, including compliance with the Office Trip Cap ( defined below), and payment of penalties if required, Google shall be exempt from the monitoring requirements and penalties under the NBPP gateway trip cap policy for all properties occupied by Google in the NBPP area ( including denial of building permits if gateway trip caps are exceeded).
The provisions of this DA TDM Agreement shall supersede all existing project trip and headcount caps and monitoring requirements applicable to all properties occupied by Google or its parent, subsidiaries, or affiliates ( collectively, " Google") within the North Bayshore Precise Plan area.
This includes, but is not limited to, the following conditions and resolutions' ( collectively Existing Google Requirements"):
North Bayshore Master Plan ( Condition No. 264 ( Transportation Demand Management Program for Non -Residential [ Office] Development) and Condition No. 265 Transportation Demand Management Monitoring for Non -Residential [ Office] Development))
Charleston East ( Resolution No. 18128, approved March 7, 2017, Conditions of Approval Nos. 75, 76 and 161)
Landings ( Resolution No. 18476, approved June 23, 2020, Conditions of Approval Nos. 47, 48, and 230); and
1625 Plymouth Street ( Resolution No. 18083, approved June 21, 2016, Conditions of 1 Subject to City Council amendment of the previously adopted Resolutions and Conditions of Approval to recognize the applicability of the new district -wide Office Trip Cap to the approved projects during Google' s occupation of buildings within the project.
EXHIBIT R - Transportation Demand Management Agreement
Ordinance No. 9. 2023
Approval Nos. 58 and 59) which Google, as tenant, is obligated per the lease agreement to abide by and will not apply if Google' s occupancy ends, the provisions of Conditions of Approval Nos. 58 and 59 shall apply to any successor occupant.
If a property owned by Google and subject to the Office Trip Cap is sold or leased to a nonaffiliated third party and no longer occupied by Google (" Divested Property"), this DA TDM Agreement shall not apply to said Divested Property. Instead, said Divested Property shall be: ( 1) subject to North Bayshore Master Plan Condition of Approval Nos. 264 and 265 ( Transportation Demand Management Program for Non -Residential [ Office] Development) if the property contains an office building that was ( a) either rebuilt or newly -constructed by Google and ( b) located in the North Bayshore Master Plan, or ( 2) subject to the Conditions of Approval applicable to the Divested Property prior to the effectiveness of this TDM Agreement ( e. g., the recorded conditions on the property that were imposed as a condition of the project' s approval, or as subsequently amended) ifthe property contains an office building that is either (a) located within the North Bayshore Master Plan and not rebuilt, or ( b) located outside of the North Bayshore Master Plan but within the North Bayshore Precise Plan area.
Office Trip Cap:
Google agrees to implement a North Bayshore district -wide office vehicle trip cap (" Office Trip Cap") that shall apply to all office buildings in the North Bayshore Precise Plan area that are occupied by Google or its parent, subsidiaries, or affiliates ( collectively, " Google") as such occupancy may change from time to time. Based on Google' s changing building occupancy, Google shall be allowed to add building( s), remove building( s), or modify the portion of a building subject to the Office Trip Cap without adjustments to the Office Trip Cap number so long as the cumulative office square footage occupied by Google in the North Bayshore Precise Plan area does not exceed the total Office Square Footage set forth in Table A below. Subject to Google and City' s mutual agreement, the Office Trip Cap may be modified ifneeded to accommodate changes to Google' s occupancy, Google' s development plans, or implementation of the City' s Priority Transportation Improvements. At the time of the annual DA TDM Reporting ( as defined below), Google shall provide the City with a report showing any Divested Property and in such case( s), the Total Office Square Footage used to calculate the Office Trip Cap shall be modified accordingly.
Table A: Total Office Square Footage Included in the Office Trio Ca Category Office Square Footage
A) North Bayshore Master Plan 3, 117, 931
B) Existing office buildings occupied by
Google in the NBPP area as of June
27, 2023;*
To be calculated as part of Office Trip Cap
Implementation Plan
C) Currently entitled Google offices ( but
not constructed or complete) within
EXHIBIT R - Transportation Demand Management Agreement
Ordinance No. 9. 2023
the North Bayshore Precise Plan area
e. g. Landings, Charleston East)**
Total: To be calculated as part of Office Trip Cap
Implementation Plan
Excludes office square footage included in the North Bayshore Master Plan Landings Office shall not be included in the Office Trip Cap allowance until the Landings Office project receives Certificate of Occupancy.
The Office Trip Cap shall apply to the a.m. and p.m. Peak Periods" and shall be calculated based on the following assumptions:
i) A 35% single -occupancy vehicle (SOV) mode -share target for existing, rebuilt and net new office square footage in the NBPP Area that Google occupies at the time of full build -out and occupancy of the North Bayshore Master Plan, as shown in Table A; ii) Consistency with the peak period vehicle trip generation rate that was used in the North Bayshore Master Plan Subsequent Environmental Impact Report ( SEIR) Transportation Analysis or the North Bayshore Multimodal Transportation Analysis; iii) A.m. and p.m. trip caps shall be based on peak -direction trips (inbound a.m. trips and outbound p. m. trips): and
iv) A trip generation rate based on 4 person trips per 1, 000 square feet of office space.
The Office Trip Cap number shall be proposed by Google and approved by the City as part of the Office Trip Cap Implementation Plan.
Office Trip Cap Implementation Plan:
Google shall submit an Office Trip Cap Implementation Plan to the City' s TDM Coordinator no later than submission of the initial building permit application for the first North Bayshore Master Plan office building. The Office Trip Cap Implementation Plan must be reviewed and approved by the Community Development Director and Public Works Director prior to issuance of the core and shell permit for the first North Bayshore Master Plan office building. Notwithstanding the foregoing, Google may submit the Office Trip Cap Implementation Plan to the City at an earlier date if desired by Google and shall be timely reviewed and approved by the City. Approval by the City of the Office Trip Cap Implementation Plan will constitute formal adoption ofthe Office Trip Cap, at which point Existing Google Requirements shall no longer apply and those properties shall The peak period shall be initially defined as 8: 00- 11: 00 a.m. and 4: 00- 7: 00 p.m. on all weekdays Peak Period") but the three hour periods may be adjusted as conditions warrant. For means of clarification, the AM and PM Peak Periods shall not be expanded beyond a three ( 3) hour period but the periods may be changed to a different three ( 3) hour period during the day as conditions warrant.
EXHIBIT R - Transportation Demand Management Agreement
Ordinance No. 9. 2023
be subject to the Office Trip Cap while occupied by Google. Google shall adhere to the approved Office Trip Cap Implementation Plan.
The Office Trip Cap Implementation Plan shall include the following:
a. The Office Trip Cap, as defined above, including the list of buildings with square footage and details on how the proposed Office Trip Cap was calculated. b. A detailed plan to collect driveway traffic count data per the requirements of this condition, including the driveway locations and monitoring technology to be used. For shared driveways that have a mix of office and non -office trips, the Office Trip Cap Implementation Plan shall include a methodology to estimate the percentage of trips attributable to office buildings and district parking locations. c. An acknowledgment that the Office Trip Cap, when approved, shall supersede all Existing Google Requirements.
Other TDM Measures:
Other required TDM measures include:
a. Join and maintain ongoing membership in the Mountain View Transportation Management Association (MVTMA) for the life of the project.
b. Provide an on -site Employee Transportation Coordinator ( ETC) to implement, manage and monitor the TDM program and to serve as a liaison between the employer/tenant and the MVTMA.
Annual monitoring reports will be submitted to the City' s TDM Coordinator. The ETC shall carry out the following tasks in coordination with third parties, such as the MVTMA, vendors, and independent consultants, to ensure successful implementation of the TDM program:
i. Organizing and implementing promotional programs; Develop and distribute marketing and information materials to inform employees and visitors about the TDM program and encourage their participation.
ii. Updating information in physical locations and via the online Intranet/employee HR resource pages;
iii. Providing trip -planning assistance and/or ride -matching assistance to employees and visitors;
iv. Promotion and presentation of transportation alternative choices at new hire/ intern orientations (including public/private transit options, Carshare, and bike share etc); v. Managing and facilitating annual employee commute mode share surveys, visitor surveys, and conducting annual driveway counts with an independent consultant as specified below for TDM monitoring. For district parking locations, the ETC shall refine the commute survey methodology to identify the office buildings with which the trips at garage driveways are associated;
EXHIBIT R - Transportation Demand Management Agreement
Ordinance No. 9. 2023
vi. Supplying up- to- date transit schedules, parking availability data, route maps and stop locations for commuter last mile shuttles, VTA transit lines, MVgo, and Caltrain. c. Provide a flexible, alternative work schedule program to allow employees to travel outside of peak periods; provide telecommute work options.
d. Provide a Guaranteed Ride Home program to encourage use of alternative transportation. e. Provide publicly accessible shuttle services to connect employees and visitors to existing public transit stops/ hubs, either directly or through the MVTMA. f Provide bicycle parking, along with showers and changing facilities, as defined in the Precise Plan; Provide sufficient self -repair station( s) for bikes. h. Provide ride -share matching services to encourage carpooling by employees and provide bike matching services to encourage employees to bike to work together. g. Include site design features to further alternative modes of travel, such as: ( i) give priority parking locations to carpools and vanpools as defined in the Precise Plan; ( ii) provide car share parking as defined in the Precise Plan; and (iii) orient building entrances toward sidewalks, transit stops, and bicycle facilities.
Additional measures that shall be considered as needed to maintain compliance with the Office Trip Cap:( i) provide access to a fleet of shared vehicles; ( ii) provide subsidized membership to external car sharing organizations; ( iii) provide a bike loaner program to provide bikes on an extended basis to visiting or short-term employees for commuting; ( iv) for carpool services, employers provide vans, fuel, toll expenses, and vehicle maintenance; ( v) provide monetary incentive for employees to purchase bikes; ( vi) provide a parking cash out program to encourage use of alternative modes in accordance with California state law AB 2206; ( vii) provide commuter shuttle service for employees.
TDM Monitoring:
Google shall prepare an annual Transportation Demand Management (TDM) report and submit it to the City' s TDM Coordinator to document the effectiveness of their TDM program in maintaining compliance with the Office Trip Cap. The TDM report shall be prepared by an independent consultant and paid for by Google; the consultant shall work with Google' s TDM coordinator. To verify the details of the TDM program, the City can hire a third -party consultant to review, which shall be funded by Google ( at contract cost plus the City' s administrative fee).
TDM Reporting: The initial TDM report for the project will be submitted to the City' s TDM Coordinator on December 1, or the following business day thereafter if a weekend, the earlier of one year after approval of the Office Trip Cap Implementation Plan or one year after the granting of the Certificate of Occupancy for the first North Bayshore Master Plan new office building.
Subsequent reports will be submitted to the City' s TDM Coordinator annually on December 1.
Office Trip Cap Compliance: To monitor compliance with the Office Trip Cap, driveway traffic counts shall be prepared and provided by an independent, licensed consultant and paid for by EXHIBIT R - Transportation Demand Management Agreement
Ordinance No. 9. 2023
Google. The driveway counts and resulting data shall be included in the TDM report provided to the City' s TDM Coordinator. The monitoring period will consist of one full work week ( 5 days), Monday through Friday
Driveway traffic counts shall be collected for peak -direction traffic (inbound a.m. trips and outbound p.m. trips) during the a.m. and p.m. three-hour peak periods Monday through Friday
To monitor compliance with the Office Trip Cap, individual driveway traffic counts shall be added together and compared to the cumulative Office Trip Cap number:
o A.m. peak period driveway traffic counts shall be added together and compared to the a. m. Office Trip Cap
o P.m. peak period driveway traffic counts shall be added together and compared to the p. m. Office Trip Cap
Compliance with the Office Trip Cap shall be calculated using the average of the three highest volume weekdays of a. m./ p. m. counts to determine compliance for the a. m./ p. m. peak period
Any penalty amount would be the greater of either the a.m. or the p.m. exceedance o For example, if the 3- day average for the a.m. peak period counts show an exceedance of the a.m. trip cap, and 3- day average for the p.m. peak period counts show an exceedance of the p.m. trip cap, applicant shall pay the greater of the two exceedances
The City may conduct vehicle counts on its own accord at the same driveway locations used for Google' s counts, under contract with an independent consultant, to verify compliance with Google' s district trip cap. Should the City' s counts exceed Google' s counts by 2% or more and result in non-compliance with the trip cap and the applicant does not accept calculation of penalties based on City' s count, a third -party traffic consultant mutually acceptable to the City and Google, and paid for by Google, shall be hired to assess the validity of the count data for purposes of determining compliance with the district trip cap and any applicable penalties for non-compliance.
Report Conclusions/ Program Modifications:
The TDM report shall either state: ( 1) the total trips of all office buildings subject to the Office Trip Cap are below the required peak period Office Trip Cap, providing supporting statistics and analysis to establish attainment of the goal; or (2) the total trips of all office buildings subject to the Office Trip Cap exceed the peak period Office Trip Cap, providing an explanation of how and why the goal has not been reached and a description of additional measures that will be adopted in order to attain the TDM goal required to remain below the Office Trip Cap.
If the Office Trip Cap is exceeded, Google shall submit a revised TDM plan to the City' s TDM Coordinator identifying new programs or measures to address the exceedance and reduce the number of site -specific vehicle trips. If the following annual monitoring report indicates that, despite changes to the TDM program, the site still does not comply with the Office Trip Cap, then the City will assess Google a financial penalty.
Penalty for Noncompliance: If, after an initial TDM report shows noncompliance, the next annual TDM report indicates that, in spite of the changes in the TDM program, the Office Trip Cap is EXHIBIT R - Transportation Demand Management Agreement
Ordinance No. 9. 2023
still not being met, or if Google fails to submit such a TDM report at the times described above, the City may assess a penalty in the maximum amount of Three Hundred Thousand Dollars 300, 000) for the first percentage point above the specified Office Trip Cap and an additional One Hundred Thousand Dollars ($ 100, 000) for each additional percentage point above thereafter TDM Penalty"). The penalty applies whether a. m. or p. m. trips are exceeded; the monetary penalty is based on whichever trip cap is the highest percent above the Office Trip Cap. In determining whether the TDM Penalty is appropriate, the City may consider whether Google has made a good -faith effort to meet the TDM goals and allow a six ( 6) month " grace period" to implement additional TDM measures to meet the Office Trip Cap. Ifthe project does not achieve the necessary reductions to meet the Office Trip Cap after the six ( 6) month grace period, the City may require Google to pay a TDM Penalty as shown in the sample table below. Any expenses that are put toward achieving the Office Trip Cap can be offset against the TDM Penalty. Google will be required to provide invoices of said expenses to offset a corresponding amount of the TDM penalty. The TDM Penalty, which shall not exceed the sum of Five Million Dollars ($5, 000, 000) in a calendar year, shall be paid to the MVTMA or other entity identified by City, consistent with the NBPP as amended, and used to promote alternatives to single -occupancy vehicle use in the City.
Should Google fail to achieve its district trip reduction target and exceed the Office Trip Cap by 4 percent or more over three consecutive monitoring periods, Google and the City will meet and confer to develop additional strategies for compliance with the Office Trip Cap.
Percent Above Office Trip Cap Penalty Amount
0% 0-
1% 300, 000
2% 400, 000
3% 500, 000
EXHIBIT R - Transportation Demand Management Agreement