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102-Attachment A, APN 316-20-088 - Original Agreement - B135 OR 370.pdf.9�• 'i,lC�``�t� ?, •Y,r _�....wn ;_�., ,,.. ,. M�,�.�'".�_..r.`'n:ri _� .._ Attachment A PLEASE RET'URP TO: of Cupextlrio 1: ILE[) FAR RE,ODRU 10300 Torre Avenue At E UEV OF Cup�rt'i.no, CA, 950.i4��� A G R r M X T Uc 1 iO I 1_70 OIAMCMVJ� UN Y i Thin Agreement made and ent-Y•d into thie 8yh day of October; 1974 by ar,r' betvFeen the City of. Cupertino, California, a municipal corporation {`City") , and V811.00 Parr;, T,td., a ralif'OMLe limited partnership ("Vallco"), 'NITNTS9%"'H s A. Vallco hereby irrevocai.3.y off(ars to grant to City the fo.11paing. a) Perpetual and oxciusive easements (i? for. Fair rights permitting the construction, maintenance in place and naintcnance, repair, replacement, reconstruction, and use above 0 plane twelve (12) foot above the portion of the reml propaa.:ty owned by Vallco a town shaded on 2xhibit R, and (ii) for nubter- ranean rightz permitting the construction, maintenance i.n place and maintenance+, repair, replacement, reconstruction and use of two (2) ]levels of below-grounel uarkinq beneath said portion of the real property ovnied by Vallco shown shaded on Exhibit r1 (tall without er,aense to Val.lco), of automobile parking structures and a station serving the public rapid transit Vacility contemplated to bo constructed contiguous to X•M , together with perpetual and a.xbllluive easements For support o.V the Ealevated par,Yi.ng struc- ture and station an4 for facilit�e9 for accrss to all such facili- tieor provided: (i) thca grantinq to City by Vallco of su.7h c-fase- mentu will be without cost or e)cpense to City, (Ui the improve- ments constructed or caused to be constructed by City pursuant to such grant sN,,11 not (after const'r.uG;_ion i,n completed, which can- gtruatlon shall be prrcccuta d to completion ...th all duo eliligencb) materially :-pair the use of �.uoh automobile parking spaces, and City shall at its ciYPb. ne replace within aai.d parkiilr) structure a number +:f automobiles }parking spaces equal to then a fflblQh are.- eliipinated due to i B 135 r4r,171 i the construction of columns, access facilities and the like; U-ii) i t-raf[ic control facilities are pi:ovi.ded (including the accGss'to, S r adjacent public streets referred to in the succeeding siit?paracgraph b)] by which use of the parking structure may he physically precluded to the and that said users shell not surcharge the parking capacity of Va'llco's parking areast and (iv) Vallco shall have approved the plans and specifications for all of such improvements insofar as they relate 4 to performance of these conditions, no portion of which improvemonts i (except :for lighting standards► shall exceed fourteen (14) Peet above the bottom plane of the air rights easement hereby offered to be granted. Vallco hereby excepts and reserves all rights, titlo and interest above the upper plane (i.e. twenty-six (26) fret abpVv paid portion of Vallco's real- property) of the air rights easement and below the bottom plane of the subteri;anenst oasesment hereinahovo offered. b) A perpetual and exclusive easement for the uae of igurf-ace of said portion of Val.lco's property shown shaded on rxhlb- it B whirh i.z requir.od for accomoeiation of vortical movement of veh.i.clon and podent:riana and a non-exol•usi,ve. eassin©niv. for the uae in common with others of the tiurfaco of Valloo's property which from time to time iu unproved for vehicular entrancos, exitr, and i roadways in or.dur to provide raaBonably convenient acoess by Elie ,I most direct router, from Wolfe Road to said portion of Vallco's property shown shaded on Exhibit i, provided that paid easement 1 shall not affect those portions of Vallco'e property whi.oh are not improved with vehicular entrances, nxii-s or ronhwhys. Vallco and City recognize that it may become neaeu- i sary In the future that City acquire (without coot to the City) the fee ownership of n portion er portion) of Valloo'c property shown shaded on Exhibit 5 for the const:ruot.Wa o£ pub: is trans t faoili- ties; provided however. that the acquisition by City of such fee intOVest is conditioned upon the requirements for surface parking space to serve the shopping cantei being dimi.ntshad as a direct 2 r4.�w,•,�T�,+�^F/Y:j'lFut :rL:rw.A•rr. y--`.n ... - - :_a..s»•.Wip�4:�'�Y_.,Zf`f.F,,,.d_k �°ll`4"�•iyxf;�a�i �^�ti,��i;}� �„�t'�Y"w'�• �Se"f:eiI:ae.r,T'!a�:��:iA.T.k°�k�',�T��tc1�%fiC-.T��='�'��'�"?:vs._: --:' n _ „_,,..v.......,_.=.t_....._�.>_,....... _._.....__.___�_'_--.._�.__...-��.v y.,��s`r1..-."-'r=r-:=='_.—'--------"'-- r.-S�fti�IR&:St�q•--'--'-- --"-'- ,- ---__..: "•vwrtix •rraiv'.Xss..F.. ,!."b�.�1�.�,�:�i�?._w_.,....____...,..:.ti'�d:?£...Y. ._.�1.. �.: _. _'.�.i:.»-� .��Sil;�•�t".• result of the construction of such public transit fHci.l.i.t�ie� ase*� ' that, for such reason, the shopping center will rot be adversely affected by CiL-y's acquisition of such fee oAareership, As and when City shall elect, to ascocpt the fore- going offer to grant said easements, and if any requested vacation or aba:idonment pursuant to Paragraph 2c) below has be3EI'I accoinpllshed, Vallco shall, pursuant to a written agr,sement incorporating the fore- going provisions of this paragraph, grant said easements to City, 2. City hereby grants to Vallco for the benefit of, and appurtenant to, and running with the land in favor of, the real property owned by Vallco which is described in Tbibit A attached hereto and by this reference incorporated herein: a) The perpetual and Pxclusive easement to construct, to maintain in place, and to maintain, repair, replace, reconstruct and to use buildings, structures and improvament9: (i) above a plane fifteen (l5) feet above the highest point of the travelled surface of Wolfe Roz , crossing Wolfe Road, a dedicated public street; in the location shown on Exhibii. A attached hereto and by this reference incorporated hereto, and (ii) above a plane fifteen (15) i:eet above the ht,:,ast point of the travelled surface of Vallco Parkway, oross- ing Valloo Parkway, a dedicated public street, in the location shown on pxhi.bit ti; together with perpetual and exclusive easements for. the construction, maintenance in place, and maintenance, repair, replace- ment, reconstruction and use of oolumns, supports, footings, and foundations for said buildings, structures and improvements to be located In and above the public rights of way of each of said dedica- tad streets, except that such columns, supports, footings and founda- tions may n.ot be located upon or within tho median strip o1: Vallco fl e� Parkway or within the travalled svy face of either of aald.dedi.cated streets • b) The perpetual and exclusive easement to construct, to maintain in place, and to maintain, repair, replace, reconstruct and use a vehicular tunnel and appurtenances thereto not in oxuoss of seventy (70) feet in ',width to be constructed within the area shown on Exhibit By provided howcvur that to the extent: that nuch tunnel or any portion thereof may be proposed to be constructed within the I-280 right of wary, this grant is subject to City's obtaining of consents to such grant from the State of California and the llapartmcnt of Transportation of the United States of Amorica. City agrees to use all reasonable diligence to obtain ouch consents, the parties hareby mutually recognizing the desir- ability of constructing such tunnel within the most northerly portion of said area, c) The City will initiate appropriate proceedinge to vacate or abandon any public street .rights in or to the air space or subterranean space which is suhjoct to the eas©ments herein granted by the City; if requested by Vallco to do so. 3. At the request of either party the partiez shall join in the execution of a recordable instrument supplementing this Agreement so as to describe with particularity the area with respect to which the easements yranted herein are respec- tively locatod to the extent that such easements are not described particularly in the Exhibits hereto. 4, This Agreement nhall bind and benefit the parties hereto and their respective successors, successors in interout and assigns, 5. All notices and other communications given here- under by either ,arty to the other shall be in writing and shall be deemed given when mailed, postage prepaid, by certified or d. ---"""'F"•' ":.�__--____, _ �y� *y��C7�ryv ,?sC� a-asL.`-A'..r.:,,i {;`.r�fy5`.,ur�4 ... ., q-�"'"`t_---_.-=•'k'41e�+�.-.-•..1.''il''.H�i.f ry`l + a .� .•.•, __c.,. h.J.____.. .. ,. _... �_'�_'�Y Ph-A7 registered mail, return receipt requested, addressed a+h},,t�)I:lows: If t.o Citji city of Ctrper•hinc City Hall Cupertino, California 95014 If to Vallco: Vallee Park, Ltd. P. o. Drawer v Cupertino, California 95014 6, in the event that by reason of constr.ucti.on, settlement or shifting, any part of the improvements shall encroach outside of its easement area, Vallco and City shall each have, an:i City hereby gcantr to Vallco and Vallco hereby grants to City, an easement for the maintenance in Inlace of Bassi C�ncroachments. 7. The parties recognize that adjustments or modifications in the easements hereby granted avid created may be required or con- veni.ent to readjust, realign, relocate or refine the various ease- ment are�•s, to reflect: the actual bui.ldi.rsg site cDnditienB, to meet .� thei7 applicable requirements of federal, state and local governmental 1 bodies or agencies or to provide for additional easements not incon- Distant herewith which are not presently either antiaipated or capable of being delineated. To provide contractually fvr• nny :such modifica- tions to the easements herein granted, or for, any future easements which may be required, the Parties hereby covenant and agree to execute any anE all additional instruments, In recordable form up-n11 the request of either party which may be reasonably required Li the Circums tance a . S. The parties acknowledge that there are no-gTecilic rerr!edies nt law for a breach of this Agreement: and that the perfor- manco of any unperfoxmad obligation by any party may, at it:s option, be compelled in an acti.Rn for apeoific performance. 9, Upon the request of a party the other party will certify promptly to the requesting party, or to any pr-opcoed as:Yiy:ed or grantee or proposed or existing trustee or bene€i,ciary under a deed i A ___ u_.....� .._'A-,.ti1.•iu�-w.v:.•..,�...•....-�.:��,w,aR•,..•�,�.,ta,r.�..�� �.:i2a•Y IIf _. .._....�`:'.:�.,.n .. .. n .n•�.n..�.....new...e•.....�iuea.:.Y.a�..aZti..:..a_�.----`.i''?P ..Liv.GTiG=rid.'---�..�._.......«--... �................ .. a.._.. .-. _ I of trust whether or not this Agreement is subsisting, wheths�CC-.or not it has boen modified (and if there are modifications, stating them), and whether- or not the party axecutinq the certificate knows of any default or breach by the other party undsr any of the termp hereof (and if any such breach or default exists, stating the nature thereof.), a failure by the rognested party to furnish such cer ificate within 20 days after.- the massing Of such request being deemed an acknowledgment that this Agreement is valid and vobsiating, that the sane has not been amended or !modified, and that there has hcen no default or breach by the requesting party of thr terms hereof. 10. In the exercise of the easements granted to them pursuant to t.hir; Agreement, City and Vallce shall respectively indemnify and hold harmless the other from and against all claims and all costs, expenses and liabilities (a.ncluriinq reasonable attorneyn' fees and court costs) incurred in connection with all claims, including any action Dr proceedings brought thereon, ari.sinq £rom ar as a result of the death of, or any accident, injury, hoes or damage whatsoever caused to any natural person, or 'cc property, as shall occur by virtue of its negligent act or omisnion, excluding from such indem- nification any claims resulting from ttie negligence or willful act or omisoion on the part of the party seeking to be indemnified. 11. City and Vallco shall- res-pectively maintyin, or cause to be maintained, in full force and effect, comprohaneive public liability .insurance covering their respective easements and the buildings, structures, and improvomonts thereon with a'financiall.y responsible insurance company nr compautios, inclizdi.ng ccvp4rage for any accident resulting in personal injure to or death of any person and consequential damages arising therefrom, includinq comprehensive property damage insuranor., ir. the amount of $7.1000,000 per cccurrence os: such other amount as City ar,d V'allco ieay from time to time aejrea upon as being a prudent amount of insuranoe to be carried un0or all relevant circumstances. Each party shall furnish to the other on 6 Malls _,.,-.._�+� or before the affective date of any such policy a certificate — thereof stating that such insurance in in force and effect and that the pxemi.uns therefor have been paid. The other party shall be named as an additional insured under such pola.cy or policies, which shall provide that they may not be cancelled without at least ten days' prior written notice being given by the insurer to the other. party. The insurance of each party shall expressly insure the indo:unification given by such party to the other pur- euant to the preceding paragraph .10. 12. As additional consideration for City's execution and performance of this Agreement, Vallco agrees to pay to the City the following hums of money at the following tames: a) The sum of 533,500 00 on the first day of the month following issuance by City of a Certificate of; occupancy for the M rst to open of the department stores (except for the existing department: store) on Vallco's Property described in Exhibit A and a like sum on each Of the succeading 19 anniversa.ries of much day. b) The sum of $33,500,00 on the first day of the month following issuance by City of a Certificate of Occupancy for the second to open of the department stores (except for the existing department store) on Va11co's property described in F.xhAO A and - a like sum on each of the succeWing 19 anniversaries of such day. Such sums shall be utilized by City in a manner as approved by the City Council to enhance the environmental quality of the camrnunit;y, The City Council shall give priority to applica- tion of said funds to environmental problems in the vicinity of Vallco Park, but the decision of the City Council shall be final. 13. The parties agree that the easements granted by City to Vallco and the after to grant easements by Vallco to City are equal in value. 3 In Witneas Whereof, the parties hereto have executed this Agreement ns of the day and year first above writtei. CITY OP CUPERTINO, CAf,ii''JRNIA Dy, Mayor, CiCy of Cuperria Attest: Ci[y ClerIly f VALLCO PARK, LTD. By Its Three General Partnera 1. VALLCCO PMUi, a California core. Su—rre'l Leonard, Pros-LVwit Walter P. Wars4,,��rretaxy 2. Will Vt. Lester, General Partner J f�urrel Leonard, , General Paxtmer --..--:��Fil.`.��'LL4T.,.i,-•�.....x'"M"'77sd6^mNc'._e.�.......�.:.:.�.i.`:rs.:��'T".�`I.ri.'.r^`�.'At.,w..va.�..�yS"err..^.,�:.. -- __ _ ._—�.�...-.w....=.—. a9IMASf.IP��-1 WMF.Ya-wJ�yyµV :. ...P�[s 6 135 PAGE 3 ! 8 � STATE Of CALIFORNIA COUNTY OF SANTA CLARA )ns. SA On ehis'4' day or in the year/q7t/before rne, the �. undersigned, a Notary Public in and for said county and state, FzzE personally appeared Burrel. Leonard, known ))�psm trRtbe thin President and will. w, i,ester, known to me to be the of Va11co Fark the corporation that; executed the within instrument and known to - - me to be the persons; who executed the within instrument on '.rehalf tL of said corporation, said corporation being known to ma to be one of the partnern of Vall.co Park, Ltd., the partnership that executed the same as such partner and that auch partnership executed the �w e ame . Notary Pubilcw'�-�� - , fl> .. ..r M my commission expires: STATE OF CALIFORNIA )ss CC,UNTY OF S&NTA CLARA ) al'nCIAI. M, T. KLINE _ ' ?IO,ARY P1111l10 CALIFORWA PRINCIPAL OPEC' IN Ntfi --' COUNTY OF f1NIA CLARA MY COMMIss1ON L11PIRr1 AUOU5T 1, 1114 - On thia2—day of 40-1 - in the year/%7AO fore me, the undersigned, a Notary Public personally appeared Will W. 1,ester known to ale tr, be one of the general partners of the partnership that executed the within instrument and acknowledged to mF; that such partnerships executed the sane. My commission expires: STATE OF CALIFORNIA )s8 COUNTY OF SANTA CLARA } r- 'Iaotary Nub'f T. K3.!NE AQ,; OI—IFORNU OFFICO IN THE UN7Y OF W41A CLARA LTWFnm'ciPAL E%PIRLS AUOusI t, [HP ZA On this r/- day of ('-^��^'^ in the year•/97°�L befrre me, the undersigned, a llotary Public, personally appeared 3urrel Leonard known to me to be one of the general partnern of the ,par?•nershfp that executed the within instrument and acknowledged to mt; that such partnership executed the same. My commission expireu, f I M. T. KLtNE I ---- - NPIAAY PUAIAC • ^AWORNIA MlICIPAL OFFICF IN i111 — COUN,T OP .ANG CI.AGA MY COMM;11IO11 WIRS AUCUA f, I}71 "- -. ... --,--- -y: 4 _ ✓I J il..��. ; 1 t C. ...". �) J 'v� �` Y`IrnSk`- - - j�rr`� �."'4r.mm';[;;'1""'�_ .. J U 5 N I + Nsri O::..ter. _-.4e... fl 1, .i 1�4.•'- \ .. _. h';':ixm�l!• c,S'e � ��� FhGE•.1�o '%�'i'i�GafJ1F.'-!BKC �,--_ �J r M9 rr -.73 3'S� ! `I 57'^ieK'Yf y!l s.'".:'W 4CC 14 Ent Tp033T �/C. f u r rl ro- Fr" a C v ay ---- t1V m- i.a �}t rY .r PLp; pp- }. PARCEL 1 \ \�. 3z-7 At: �- t- i.. 17 ? �S r n°fir,�a,;\ry 50,7;% Nato �. s s/�prvn on lrfiiS lnOfr, 5� 4' 5 .a IJ PARS r-4 1 ti�wf per/ct:F:ngcitr• �ta�ti�'. J11d kimals o a,7d - 1. .77zo .71 F & fn Ch'7!'I'7e !1115-. �. I O'cu 07_ 74—e- --L: � 1973 i/7 J R `: co,-fvrmJnce,rr r„?o Pvr confw• a -we n ?h the r' mq elrmV d �ecfion P575 in �v;i� ; -yLEst subdlirsi,�r-, Map ."------ CURB 2, � ILI 13 PACElJ l ' 9 1/ Z-4tf / � UU;UUUUUhi / uuuUUUUUU � ' ' 71 3�E� ��, ��Kr »'G�e'1p.,p5kuF'v��1 T �'�1X.14Yix1e".,,+tt�'Sfiili�t�+�iilQ'aiT].Sl'iaK ?'„ li'--a.i r• :, ...f�, ..-, a r....:.., �_, :� ... - . . 1{h:.MAI ION NO3759 i A 1R;'i0t.i�T'I(li; 01 Fii: '.:#�T r',, s;rt^I?. OP 'Pll}: C Y OF CL'PP.GTIPIO Al}'.t'm ,1:7,iNG li:U.CL;2I0i4 f'•:' AGl:fI ITi1l' 4;Y Vf,L1 0 PAlil:, ].TI) �RI:: AIR 1',I01l1S MANS7T' FGCTLITTU", OF ItON::Y FUR I t11fA?;CLt11.tiT OF _ E'WIROI`.'lIENT, V R C(i.'M1TMNIS Or L11POVAL, USE PLI.MUT a tuft VALLCO E'A'1ZK 1[1;G70'?A1, ;} ON'T0 (t11TER) f 11ElI;Rf'AS, there l,nr been prasintcd tc Liir. CT.I:y Cuunci.:e or, trgcaeamilt betiaacti t,.- r "-y of Cu};eriina antl tlall.c❑ pnrk, ],td, l Knri 4IMUTAS, the tr-rms an,1 conditic,l s of the 14CYu,ement hnva baulk approw'd by tllC' CiLy ttanul;er and Lhc City ALtorney; 6. 1701.1, '1't4lAUCIt1;, IiTi AT M SMMU) dint the Kayos and Lhu City Cleric are havaby au['lmr-12Ld to execute the a$JrVCMC1lt 11PV(3i.n refor'a'ed t:o in bahalf Of the: City of Copur.tit)o. 6° _ PASSCI) AM AbOPTE:11 aL a repilnr ;neeti.nS or t:he Cil. f Cuunci.l, of the+ Pzty of ` C,iport:aan t:hil; w801 W—slay of._ October 1974, lry tho following voCe: Votn of tit(City Ca�ncj.1. 5 AYLl : lrruli.ch, Mcyere, tlel{1s, Spazka IM'sS: :Iack8on Al qi, '1': Ncnc ABSTAIN! Nona /[�/ Raecl Sparko = Myor, City Of CuperLit'X AYUST lei win, R. 14vder City clerk: v--�--- LuPIll7, ..`' ,11'�''rF1Yy{e• YH 3 19 INSTRLII.I EIj' I KPf 1GUty'�q• (F�'Cd,''1' C.I' THE d 'vT•T-••,IT,+J .i,�`1,id�FICE. ATT ES CITY CLUM-13I',9.ME_13,. � � �U!%Er-nNn ' Yry��-T-n=-' Ri:�tY Gi. ERK/ a1 <v^f:i�;11•:'f... ,-�.3a3'. I��^.L�1:�LK1r1l�$yhyl}:157131JYf�.47x'. .,� ;fS.: rf�Y1v'�ic�:FW'�i;,xa:.4,•�.: :.y yy.'':nT';:y:r,: ::.`ry _ s", 7