Attachment C - Draft Operation Memorandum No. 1 to the Development Agreement — Palo Alto City Council, November 17, 2025

This document is recorded
for the benefit of the City
of Palo Alto and is entitled
to be recorded free of charge
in accordance with Section 6103
of the Government Code.

After Recordation, mail to:

OFFICE OF THE CITY ATTORNEY
City of Palo Alto
250 Hamilton Avenue
P.O. Box 10250
Palo Alto, Ca 94303
SPACE ABOVE THIS LINE FOR RECORDER’S USE
OPERATING MEMORANDUM NO. 1

DEVELOPMENT AGREEMENT
By and Between
CITY OF PALO ALTO, A Chartered City
and
SI 45, LLC,
A California Limited Liability Company
3200 Portage Avenue
1 OPERATING MEMORANDUM NO. 1

DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF PALO ALTO AND SI 45, LLC
THIS OPERATING MEMORANDUM NO. 1 (“MEMORANDUM”) is executed by the Parties (defined below), to become effective upon recordation of this Memorandum in the Official Records (defined below), by and between the CITY OF PALO ALTO, a chartered city of the State of California (“City”), and SI 45, LLC, a California limited liability company (sometimes incorrectly referred to in the Development Agreement (defined below) as a Delaware limited liability company) (“Owner”). City and Owner are each a “Party” and collectively, the “Parties.”

RECITALS
THIS MEMORANDUM is entered into on the basis of the following facts, understandings and intentions of the parties:

A. The City and Owner entered into that certain Development Agreement effective November 1, 2023 and recorded on December 20, 2023 in the Official Records of Santa Clara County, California (“Official Records”) as Document No. 25577229 (“Development Agreement’) concerning the redevelopment of the Property, as that term is defined by the Development Agreement. All capitalized terms herein shall have the meaning set forth in the Development Agreement unless expressly provided otherwise.

B. Owner has made substantial, good faith progress on the redevelopment under the terms of the Development Agreement, including the satisfaction of those certain milestones listed on Exhibit C of the Development Agreement (“Exhibit C”), and the Parties intend to use this Memorandum to document the satisfaction of certain of these milestones.

C. Among the milestones on Exhibit C that the Owner has satisfied, the Owner has:
(i) maintained regular updates to the City (Row 1), (ii) timely submitted the applications for the Phase A Work (Row 2), (iii) timely Commenced Construction of the Phase A Work (Row 3), (iv) timely completed the Parking Garage and completed demolition of the applicable portion of the Cannery (Row 4), (v) submitted a Final Map to the City that includes creation of the Townhome Parcel and the BMR/Park Dedication Parcel (Row 6).

D. The Development Agreement Section 5.3 and Exhibit C, Row 6 requires the City to accept the offer of dedication of the BMR/Park Dedication Parcel (sometimes also referred to as the BMR/Parkland Dedication Parcel in the Development Agreement) on the Final Map and to accept such offer expeditiously and in good faith.

E. For a number of reasons, the Parties have mutually agreed that it is preferable for the Owner to convey the BMR/Park Dedication Parcel to the City by separate grant deed rather than by dedication on the Final Map.

F. The Owner has entered into a purchase and sale agreement with a townhome developer for the Townhome Parcel and intends to close promptly, and this Memorandum clarifies 2 and confirms the agreement between Owner and City regarding certain aspects of the Development Agreement to assist with this sale and the future development of the Townhomes.

G. This Memorandum is intended to document the terms of the agreements described in Recitals E and F above and other matters described in the Memorandum below, consistent with the spirit, intent and material terms of the Development Agreement and pursuant to Section 10.4 of the Development Agreement.

NOW, THEREFORE, the parties agree as follows:

AGREEMENT

1.1Recordation of Final Map and Dedication of BMR/Park Dedication Parcel.

Notwithstanding anything to the contrary in Section 5.3 of the Development Agreement or Exhibit C Row 5 and Row 6, the Owner and City hereby mutually agree that (i) the Final Map will create, among other parcels, the BMR/Park Dedication Parcel, as well as the Townhome Parcel, and (ii) the Owner hereby irrevocably offers the BMR/Park Dedication Parcel to the City and shall convey the BMR/Park Dedication Parcel by grant deed, in substantially the form attached hereto as Exhibit A (“Grant Deed”), subject to the terms in this Memorandum and the provisions of the Development Agreement applicable to the BMR/Park Dedication Parcel to the extent not modified by the terms of this Memorandum, rather than by dedication on the Final Map. Upon the City’s execution and delivery to escrow of the Certificate of Acceptance attached to the Grant Deed (the “Certificate of Acceptance”), the City shall be deemed to have accepted Owner’s irrevocable offer to dedicate the BMR/Park Dedication Parcel. City shall deliver written notice to Owner (the “Acceptance Notice”) at least five (5) business days prior to its delivery of the Certificate of Acceptance to escrow.

1.2Environmental Conditions.

Notwithstanding anything to the contrary in Section 5.4 of the Development Agreement, the Owner has provided the City with an updated Phase I report prepared by PES (“Phase I”) and the City has retained, at the Owner’s expense, Northgate Environmental to peer review the Phase I.

As set forth in Section 5.4 of the Development Agreement: “The PES Limited Phase II Report identified a single location (SB-39) with an isolated detection of total lead (390 mg/kg) at a depth of one foot below ground surface (bgs) as shown on Plate 3 (the “Lead Outlier”). To remediate this Lead Outlier, upon the City’s development of the park, Owner and the City shall share equally in the cost of any soil removal on APN 132-38-043 to remove the Lead Outlier to a maximum depth of three feet and its replacement with clean soil. Upon the request of either Party, the Parties will meet and confer in good faith on other options to address this Lead Outlier at an earlier time to achieve a similar results.” If this work is not completed by Owner prior to the City’s acceptance of the BMR/Park Dedication Parcel, then the City shall complete this work and the Owner shall pay for one-half of the City’s actual third party out of pocket costs plus staff oversite oversight costs incurred in completing such work.
3 In addition, the Parties reaffirm Section 5.4 of the Development Agreement: “Owner shall only be responsible for removing any new Hazardous Materials deposited on the BMR/Dedication Parcel to the residential environmental screening thresholds of the agency responsible for oversight of this Property to the City’s reasonable satisfaction. Owner shall not be responsible for any environmental conditions already identified and known (or that should have been known) to the Parties prior to the Effective Date of this Agreement, or any changes in regulatory screening levels related to those already known conditions.”

1.3Switch Building.

Pursuant to Section 5.5 of the Development Agreement, the City has confirmed a desire to accept assignment to the City of the existing lease of the Switch Building with Comcast of California IX, Inc., as tenant, dated August 1, 2000, as amended by First Amendment of Lease dated May 15, 2003, Second Amendment to Lease Agreement dated February __, 2019, and Third Amendment to Lease Agreement dated December 16, 2021 (such lease, together with all such amendments being collectively, the “Lease”). Therefore, within two (2) business days after City’s delivery of the Acceptance Notice to Owner, (i) the Parties shall execute and deliver into escrow the Switch Building assignment and assumption agreement in substantially the form attached hereto as Exhibit B, and (ii) Owner shall deposit into escrow the notice to tenant signed by Owner in substantially the form attached hereto as Exhibit C (“Tenant Notice”) and an amount equal to the unapplied security deposit currently held by Owner under the Lease (“Security Deposit”).

Upon the recording of the Grant Deed in the Official Records, by the joint escrow instructions described in Section 1.6, below, the Parties shall direct the escrow holder to (y) deliver the Tenant Notice to the parties addressed thereto, and (z) deliver the Security Deposit to the City.

All revenues and expenses of the BMR/Park Dedication Parcel and the Switch Building, including without limitation, real property taxes, special taxes, assessments, utility charges and any other expenses normal to the operation and maintenance of the BMR/Park Dedication Parcel and the Switch Building, shall be prorated and apportioned between Owner, on the one hand, and City, on the other hand, as of the date of recordation of the Grant Deed. Such proration shall be performed by Owner and City outside of escrow after the recordation of the Grant Deed. In the event any prorations shall require final adjustments, then the Parties shall make the appropriate adjustments promptly when accurate information becomes available, but in no event shall such final adjustment occur later ninety (90) days following the recordation of the Grant Deed. If the Lease requires the tenant to reimburse landlord for real property taxes and operating expenses, then within ninety (90) days following the recordation of the Grant Deed, Owner shall provide a written statement of expense reconciliation for the applicable period up to the date of recordation of the Grant Deed.

1.4Development of Townhomes and Park Building; Payment of Fees.

Following recordation of the Final Map in the Official Records and the execution of this Memorandum, and issuance of all applicable ministerial permits, and as otherwise dictated by the market, Owner (or any subsequent owner of the Townhome Parcel) may begin construction and complete the Townhomes consistent with the Approvals and shall, subject to the payment of the Public Benefit Fee, when due, pursuant to Section 5.8(b) of the Development Agreement, have the immediate right to full and complete satisfaction of any and all parkland dedication requirements 4 under Palo Alto Municipal Code Chapter 21.50 and inclusionary housing requirements under Chapter 16.65.

The City acknowledges and understands that the Owner is under contract to sell the Townhomes to a third party homebuilder and that the necessary credits and documentation are fully assignable to such builder or any other third party to whom the Townhome Parcel is conveyed. This right to such credits shall accrue regardless of when or whether the City has formally accepted the irrevocable offer to dedicate the BMR/Park Dedication Parcel pursuant to this Memorandum. There shall be no cross-defaults between the Owner and subsequent owners of the Townhome Parcel. Consistent with Section 6.2 of the Development Agreement, the City shall promptly review and act upon any Subsequent Approvals for the Townhomes, whether or not the City has completed its review and acceptance of the BMR/Park Dedication Parcel under this Memorandum and shall not withhold any permits on the Townhome Parcel related in any way to the dedication of the BMR/Park Dedication Parcel.

1.5Acceptance of BMR/Park Dedication Parcel; Outside Acceptance Date The Parties hereby reaffirm, acknowledge and agree that: (a) subject to the provisions of Section 1.2 of this Memorandum and this Section 1.5, pursuant to Section 6.2 of the Development Agreement, Owner makes no representation or warranty, express or implied, regarding the title, physical, environmental, or legal condition of BMR/Park Dedication Parcel or its fitness or suitability for any particular purpose or use and City, by signing the Certificate of Acceptance attached to the Grant Deed, shall be deemed to have accepted the dedication and conveyance of the BMR/Park Dedication Parcel in its “AS IS” and “WITH ALL FAULTS” condition; (b) City shall not be required to accept title to the BMR/Park Dedication Parcel subject to any deeds of trust or other monetary liens or monetary encumbrances; (c) subject to (b) immediately above, but otherwise without limiting the foregoing, City shall accept dedication, title, and ownership of the BMR/Park Dedication Parcel subject to (i) all matters of record, including easements, encumbrances, covenants, conditions, restrictions, reservations, and rights-of-way; (ii) installments of general and special real property taxes and assessments not then delinquent; (iii) any encumbrance or possessory interest arising from the acts of City; and (iv) matters that would have been disclosed by an inspection or a survey; and (d) except as otherwise expressly set forth in the Development Agreement, City shall be solely responsible for all costs and expenses attendant upon the transfer of title to the BMR/Park Dedication Parcel from Owner to City, including, but not limited to any recording fees, any fees charged by the title company assisting with the recordation of documents and transfer of title to the BMR/Park Dedication Parcel and assignment of the Lease.

City, at its sole expense, may obtain any title insurance policies that City desires with respect to the BMR/Park Dedication Parcel. City shall be responsible for obtaining whatever assurances and/or commitments it desires from the title company issuing such policies. The foregoing notwithstanding, the filing of the Final Map for record, the recordation of the Operating Memorandum, the dedication of the BMR/Park Dedication Parcel and the issuance of permits applicable to the Townhome Parcel shall in no event be conditioned upon, contingent or otherwise subject to the title company’s issuance of (or commitment to issue) any such policies. Owner shall not be obligated to incur costs related to such policies or to provide any representations, warranties, assurances or certifications in order to induce the title company to issue such policies. 5 The Parties agree the outside date for the City to accept the BMR/Park Dedication Parcel will be six (6) months from the date of recordation of this Memorandum, unless extended by mutual written agreement of the Parties.

1.6Recordation; Joint Escrow Instructions. Promptly after signing and delivery of this Memorandum into escrow by the Parties, the Parties shall cause this Memorandum to be recorded in the Official Records in accordance with those certain joint closing instructions executed by the Parties.

1.7Effect of Agreement. The Development Agreement shall remain in full force and effect. In the case of a conflict between the terms of this Memorandum and the Development Agreement, this Memorandum shall control.

IN WITNESS WHEREOF, City and Owner have signed this Memorandum as of the date first written above.

Signatures to follow on following pages
S-1
“City”:

CITY OF PALO ALTO,
a California charter city and municipal corporation
By:

Name:

Title:

Attest:

Name:

Title:

APPROVED AS TO FORM:

Name:

Title:

S-1
S-2
“Owner”:

SI 45, LLC,
a California limited liability company
By: Sobrato Interests 3
a California limited partnership
Its: Sole Member
By: Sobrato Development Companies, LLC,
a California limited liability company
Its: General Partner
By: ____________________________
John Michael Sobrato
Its: Manager
S-2
S-3

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California }
} ss.

County of Santa Clara }
On ______________________________, before me, ___________________, a Notary Public in and for said County and State, personally appeared _____________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal

NOTARY PUBLIC, STATE OF CALIFORNIA
My Commission #_______________
Expires: _____________________
S-3
S-4

State of California }
} ss.

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

WITNESS my hand and official seal

NOTARY PUBLIC, STATE OF CALIFORNIA
My Commission #_______________
Expires: _____________________
S-4
Exhibit A - 1

EXHIBIT A
[Form of] Grant Deed
BMR/Park Dedication Parcel
Recording Requested by :
___________________________
When recorded mail to
and tax statement to:

City of Palo Alto
Real Property Manager
250 Hamilton Avenue
Palo Alto, CA 94301
Property
Adress:

APN:

SPACE ABOVE THIS LINE FOR

RECORDER'S USE

GRANT DEED
The Undersigned Grantor(s) Declare(s): DOCUMENTARY TRANSFER TAX $0.00; CITY TRANSFER TAX $0.00; SURVEY MONUMENT FEE $N/A
[ ] computed on the consideration or full value of property conveyed, OR [ ] computed on the consideration or full value less value of liens and/or encumbrances remaining at time of sale,
[ ] unincorporated area; [ X ] City of Palo Alto, and EXEMPT FROM:

RECORDING FEES PURSUANT TO GOVERNMENT CODE 6103 AND 27383.

DOCUMENTARY TRANSFER TAX PURSUANT TO REVENUE AND TAXATION CODE 11922. DEED TO PUBLIC ENTITY.

BUILDING HOMES AND JOBS ACTS FEE PER GOVERNMENT CODE
27388.1(a)(2).

FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, SI 45 LLC, a California limited liability company (“Grantor”), hereby grant(s) to City of Palo Alto, a California chartered municipal corporation (“Grantee”), in dedication for public use as provided in the Development Agreement described below,
Exhibit A - 2
that certain real property in the City of Palo Alto, County of Santa Clara, State of California, which is more particularly described on Exhibit A attached hereto and made a part of (the “Property”).

THE PROPERTY IS CONVEYED SUBJECT TO: all covenants, conditions, and restrictions, reservations, rights, rights of way, easements, encumbrances, liens, and other matters of record, including, but not limited to, a Development Agreement effective November 1, 2023 and recorded on December 20, 2023 as Document No. 25577229 (the “Development Agreement”), in the Official Records of Santa Clara County, California (the “Official Records”), and an Operating Memorandum No. 1 dated November __, 2025 and recorded on _______________, as Document No. _________, in the Official Records; any lease affecting the Property to the extent assigned by Grantor to Grantee; all matters which would be revealed or disclosed in an accurate survey or by physical inspection of the Property; liens for non- delinquent real property taxes and assessments; zoning ordinances and regulations and any other laws, ordinances, notices, orders and other governmental regulations and restrictions affecting the use, occupancy or enjoyment of the Property. [signature page follows on next page]
Exhibit A - 2
Exhibit A - 3
In witness whereof, the undersigned have executed this document on the date set forth below.

GRANTOR:

Exhibit A - 4
Exhibit A - 5

CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in the real property conveyed by the Grant Deed dated ___________________________, from SI 45 LLC, a California limited liability company, to City of Palo Alto, a California chartered municipal corporation, is hereby accepted in accordance with the authority granted to the City Manager by the City Council of the City of Palo Alto acting in session on ___________________________, and the Grantee consents to recordation thereof by its duly authorized officer.

City of Palo Alto,
a California chartered municipal corporation
By:

Name:

Title:

Date:

Exhibit A - 5
Exhibit A - 6

EXHIBIT A

LEGAL DESCRIPTION
Real property in the City of Palo Alto, County of Santa Clara, State of California, described as follows:

Lot 2 as shown on the map of Tract No. 10662, a Five Lot Subdivision, filed for record in the Office of the Recorder for the County of Santa Clara on ______, 2025 in Book ____ of Maps, at Pages _____.

Exhibit A - 6
Exhibit B - 1

EXHIBIT B
[Form of] Assignment and Assumption Agreement
Switch Building

ASSIGNMENT AND ASSUMPTION OF LEASE
THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”) is made and dated for reference purposes as of the ____ day of _____________, 20___, by and between SI 45, LLC, a California limited liability company (“Assignor”), and the CITY OF PALO ALTO, a chartered city of the State of California (“Assignee”), with reference to the following facts:

RECITALS
Pursuant to Section 5.3 of that certain Development Agreement dated November 1, 2023, and recorded on December 20, 2023, in the Official Records of the Santa Clara County Recorder’s Office (the “Official Records”) as Document No. 25577229 (the “Development Agreement”), entered into by and between Assignor and Assignee, upon recordation of a final map, Assignor is required to (i) offer to dedicate the BMR/Park Dedication Parcel (as described and referred to in the Development Agreement) to Assignee, and (ii) upon Assignee’s acceptance of such offer, convey the BMR/Park Dedication Parcel to Assignee.

In accordance with the Development Agreement, Assignor has filed for record on _____________, as Instrument No. ______, in Book ____ of Maps, Page ___, in the Official Records, a final map for Tract No. 10662 (the “Final Map”). The BMR/Park Dedication Parcel is shown on the Final Map as Lot 2.

Assignor, as the current lessor, and Comcast of California IX, Inc., a Pennsylvania corporation (“Tenant”), as the current lessee, are parties to that certain Lease Agreement dated as of August 1, 2000 (the “Original Lease”), as amended by that certain First Amendment of Lease dated May 15, 2003, by that certain Second Amendment to Lease Agreement dated February __, 2019, and by that certain Third Amendment to Lease Agreement dated December 16, 2021 (the Original Lease, as so amended, collectively the “Lease”), for certain premises consisting of approximately one thousand six hundred fifty (1,650) square feet of building space located at the end of the driveway adjacent to 270 Lambert Street, also known as 278 Lambert Street, in the City Palo Alto, Santa Clara County, California, which premises are situated on a portion of the BMR/Park Dedication Parcel.

Assignor has offered to dedicate the BMR/Park Dedication Parcel to Assignee, and Assignee has accepted such offer. To effectuate the dedication of the BMR/Park Dedication Parcel to Assignee, Assignor is transferring and conveying the BMR/Park Dedication Parcel to Assignee subject to the Lease.

In accordance with Section 5.5 of the Development Agreement, Assignor desires (concurrently with its transfer and conveyance of the BMR/Park Dedication Parcel to Assignee) Exhibit B - 2
to assign and transfer to Assignee all of Assignor’s right, title and interest, as lessor, in and to the Lease, upon the terms and conditions set forth herein, and Assignee desires to assume all of Assignor’s obligations pursuant to the Lease, upon the terms and conditions set forth in this Assignment.

NOW, THEREFORE, Assignor and Assignee agree as follows:

As of the date on which the BMR/Park Dedication Parcel is conveyed to Assignee (the “Conveyance Date”), Assignor does hereby assign and transfer to Assignee all of Assignor’s right, title and interest in and to the Lease, including, without limitation the unapplied tenant security deposit held by Assignor pursuant to the Lease.

As of the Conveyance Date, Assignee does hereby assume the obligations and agrees to perform and comply with the terms, provisions, covenants and conditions of the Lease to be performed and complied with by Assignor from and after the Conveyance Date.

Assignee agrees to indemnify, protect, defend with counsel reasonably acceptable to Assignor and hold harmless Assignor from and against any and all claims, demands, damages, suits, causes of action, judgments, obligations, costs, liabilities, losses and expenses (including without limitation, reasonable attorneys fees) relating to the Lease to the extent arising on or after the Conveyance Date or due to Assignee’s breach of its obligations pursuant to this Assignment.

Subject to this Paragraph 4 below, Assignor agrees to indemnify, protect, defend with counsel reasonably acceptable to Assignee and hold harmless Assignee from and against any and all claims, demands, damages, suits, causes of action, judgments, obligations, costs, liabilities, losses and expenses (including without limitation, reasonable attorneys fees) relating to the breach of the landlord’s obligation of the Lease which occurred during the period of Assignor’s ownership of the BMR/Park Dedication Parcel; except however that in no event shall Assignor have any such obligations as it relates to the physical condition of the BMR/Park Dedication Parcel or any improvements located thereon or the environmental conditions affecting the BMR/Park Dedication Parcel or any improvements located thereon.

Assignor makes no representations, guaranties, promises, statements, assurances or warranties of any kind concerning the Lease.

This Assignment shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns; shall be governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be wholly performed within said State without regard to any choice of law principles; and may not be modified or amended in any manner other than by a written agreement signed by the party to be charged therewith. Venue for all court proceedings or alternative forms of dispute resolution proceedings shall be Santa Clara County, California. In the event of any litigation or arbitration proceeding between Assignor and Assignee arising out of this Assignment, the prevailing party shall be entitled to recover its reasonable attorney’s fees and costs incurred in any such action. If any term or provision of this Assignment or the application thereof to any persons or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Assignment or the application of such term or provision to persons or circumstances other than those as to which it is Exhibit B - 3
held invalid or unenforceable shall not be affected thereby, and each term and provision of this Assignment shall be valid and enforced to the fullest extent permitted by law. This Assignment may be signed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures and initials to this Assignment created by the signer by electronic means and/or transmitted by email or other electronic transmission (including without limitation via DocuSign) shall be valid and effective to bind the party so signing and/or transmitting, and copies of this signed Assignment shall be valid and effective to bind the signing parties and be treated as originals.

ARBITRATION OF DISPUTES:

ASSIGNOR AND ASSIGNEE AND ANY OTHER PARTY THAT MAY BECOME A

PARTY TO THIS ASSIGNMENT, AND THEIR RESPECTIVE SUCCESSORS AND

ASSIGNS, AGREE THAT, EXCEPT FOR ANY CLAIM (I) FOR SPECIFIC PERFORMANCE

OR INJUNCTIVE RELIEF WITH RESPECT TO THIS ASSIGNMENT, OR (II) WITHIN THE

JURISDICTION OF THE SMALL CLAIMS COURT (WHICH SMALL CLAIMS COURT

SHALL BE THE SOLE COURT OF COMPETENT JURISDICTION FOR SUCH SMALL

CLAIMS MATTER), ANY CONTROVERSY, DISPUTE, OR CLAIM OF WHATEVER

NATURE ARISING OUT OF, IN CONNECTION WITH OR IN RELATION TO THE

INTERPRETATION, PERFORMANCE OR BREACH OF THIS ASSIGNMENT, INCLUDING

ANY CLAIM BASED ON CONTRACT, TORT, OR STATUTE, SHALL BE RESOLVED AT

THE REQUEST OF ANY PARTY TO THIS ASSIGNMENT THROUGH A DISPUTE RESOLUTION PROCESS ADMINISTERED BY J.A.M.S., OR IF J.A.M.S. NO LONGER

EXISTS THEN SUCH OTHER DISPUTE RESOLUTION SERVICE REASONABLY

SELECTED BY ASSIGNOR, OR IF THE PARTIES AGREE TO ANOTHER DISPUTE

RESOLUTION SERVICE THEN PURSUANT TO SUCH OTHER DISPUTE RESOLUTION

SERVICE MUTUALLY ACCEPTABLE TO THE PARTIES, LOCATED IN SANTA CLARA COUNTY, CALIFORNIA. THE DISPUTE RESOLUTION PROCESS SHALL CONSIST OF A

FINAL AND BINDING ARBITRATION ADMINISTERED BY AND IN ACCORDANCE WITH THE THEN EXISTING RULES AND PRACTICES OF J.A.M.S. OR OTHER DISPUTE

RESOLUTION SERVICE SELECTED, AND JUDGMENT UPON ANY AWARD RENDERED

BY THE ARBITRATOR(S) MAY BE ENTERED BY ANY STATE OR FEDERAL COURT

HAVING JURISDICTION THEREOF AS PROVIDED BY CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1280 ET. SEQ, AS SAID STATUTES THEN APPEAR, INCLUDING

ANY AMENDMENTS TO SAID STATUTES OR SUCCESSORS TO SAID STATUTES OR

AMENDED STATUTES, AND IN CONNECTION WITH THE PROCEEDINGS SHALL

HAVE THE RIGHT TO DISCOVERY AS PROVIDED IN CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1283.05 AS SAID STATUTE THEN APPEARS, INCLUDING ANY

AMENDMENTS TO SAID STATUTE OR SUCCESSOR TO SAID STATUTE, EXCEPT THAT

IN NO EVENT SHALL THE PARTIES BE ENTITLED TO PROPOUND INTERROGATORIES OR REQUESTS FOR ADMISSIONS DURING THE ARBITRATION PROCESS. THE

ARBITRATOR SHALL BE A RETIRED JUDGE OR A LICENSED CALIFORNIA ATTORNEY. THE VENUE FOR ANY SUCH ARBITRATION SHALL BE IN SANTA CLARA COUNTY, CALIFORNIA.

NOTICE: BY INITIALLING IN THE SPACE BELOW YOU ARE AGREEING TO

HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE Exhibit B - 4
“ARBITRATION OF DISPUTES” PROVISION DECIDED BY NEUTRAL ARBITRATION AS

PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL.

BY INITIALLING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL

RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION. IF YOU REFUSE TO

SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE

COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.

WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO

SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION TO NEUTRAL ARBITRATION.

ASSIGNOR’S INITIALS: ______ ASSIGNEE’S INITIALS: ____ [Remainder intentionally left blank; signatures appear beginning on the next page.] Exhibit B - 4
Exhibit B - 5
IN WITNESS WHEREOF, Assignor and Assignee have signed this Assignment as of the date first set forth above, to be effective as of the Conveyance Date.

ASSIGNOR:

CITY OF PALO ALTO,
a chartered city of the State of California
By:

Name:

Its:

Exhibit B - 5
Exhibit C - 1

EXHIBIT C
[Form of] Notice to Tenant
Switch Building

NOTICE TO TENANT
________________, 20___
Via U.S. Certified Mail and E-Mail
Comcast of California IX, Inc.
9401 E. Panorama Circle
Centennial, CO 80112
Attn: Director of Real Estate, West Division
Comcast of California IX, Inc.
3011 Triad Place
Livermore, CA 94551
Attn: Real Estate Department
Comcast Cable Communications, LLC
One Comcast Center
1701 John F. Kennedy Boulevard
Philadelphia, PA 19103-2838
Attn: Real Estate Counsel
[email protected]
[email protected]
RE: Notice of Change of Ownership – Your lease dated August 1, 2000, as amended by First Amendment of Lease dated May 15, 2003, Second Amendment to Lease Agreement dated February __, 2019, and Third Amendment to Lease Agreement dated December 16, 2021 (such lease, together with all such amendments being collectively, the “Lease”) for Premises located at the end of driveway adjacent to 270 Lambert Street, Palo Alto, California and more particularly described in the Lease (“Premises”) Dear Tenant:

Please be advised that, as of _______________ [Insert date of recordation of grant deed conveying title to City of Palo Alto] (the “Conveyance Date”), the above-referenced Premises, Exhibit C - 2
the Complex described in the Lease, and the parcel of land upon which such Premises and Complex are located, have been acquired by, and the landlord’s interest in your Lease and the unapplied portion of your security deposit that was held by the landlord pursuant to the Lease have been assigned to, the CITY OF PALO ALTO, a chartered city of the State of California (“City”).

All future rental and other payments under your Lease accruing from and after the Conveyance Date shall be paid to City.

Future rental payments and correspondence with respect to your Premises should be made to City as follows:

For rent payments and
correspondence:
__________________________
__________________________
Attn: _____________________
Email: _____________________
Sincerely,
SI 45, LLC,
a California limited liability company
By: Sobrato Interests 3
a California limited partnership
Its: Sole Member
By: Sobrato Development Companies, LLC,
a California limited liability company
Its: General Partner
By: ____________________________
John Michael Sobrato
Its: Manager

Palo Alto City CouncilNovember 17, 2025

Palo Alto City Council
November 17, 2025