Exhibit CC 09-06-2016 Item No. 22 Marina Plaza Development Agreement Redline c�—��'/��j �� _//� " /� — r l T
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DEVELOPMENT AGREEMENT
This Development Agreement ("Agreement"), dated as of , 2016
("Effective Date"), is entered into pursuant to the Developinent Agreement Law, by and
between the CITY OF CUPERTINO, a California municipal coiporation("City"), on the one
hand and MARINA PLAZA, LLC, a California limited liability company("Residential
Developer"), and CUPERTINO 10145, LLC, a Califoinia limited liability company("Hotel
Developer", collectively with Hotel Developer, the"Developer") on the other. Developer and
City are refet7•ed to individually in this Agreement as a"Party" and collectively as the "Parties."
RECITALS
This Agreeinent is entered into on the basis of the following facts, undei•standings and
intentions of the Parties. The following recitals are a substantive part of this Agreement;
capitalized teims used herein and not otherwise defined are defined in Article 1 of this
Agreement.
A. In order to strengthen the public planning process, encourage private participation
in comprehensive planning, and reduce the economic costs and risks of development, the
Legislature of the State of California enacted section 65864 et seq. of the Government Code
("Development Agreement Statute") which authorizes a city and a developer having a legal or
equitable interest in real property to enter into a binding, long-tetm development agreement
establishing certain development rights in the property.
B. In accordance with the Development Agreement Statute, the City Council of the
City of Cupertino enacted Municipal Code section 19.144.010 et seq. ("Development
Agreement Regulatious"), which authorize the execution of developrnent agreements and set
forth the required contents and form of those agreements. The provisions of the Development
Agreement Statute and the City's Development Agreement Regulations ai•e collectively refei7•ed
to herein as the"Development Agreement Law."
C. Hotel Developer is the owner of that certain t•eal property coinmonly known as
10145 North De Anza Boulevard (APN 326-34-043) in Cupertino, Califoinia more particularly
described and depicted Exhibits A-1 and B attached hereto and incorporated herein ("Hotel
Parcel") and Residential Developer is the ownei•of that cei-tain real property commonly known
I as 10118-10122 Bandley Dr-ive (APN 326-�-?-34-066) in Cupertino, California more particularly
described and depicted in Exhibits A-2 and B attached hereto and incorporated herein
("Residential Parcel"). The Hotel Parcel and the Residential Parcel are referred to collectively
as the "Property." The Property is cui7-ently developed with two cominercial buildings,
including a single story shopping center with a grocery store and restaui-ant, totaling
approximately 48,724 square feet.
D. De Anza Venture, LLC, a two member California limited liability company
whose members are Hotel Developer and Residential Developer ("De Anza Venture"), has
submitted applications, on behalf of Developer, to the City for a Development Perrnit (DP-2015-
OS) (the"Development Permit"), an Architectural and Site Approval Permit (ASA-2015-22)
(the"Architectural and Site Approval Pei•miY'), a Use Peimit (U-2015-06) (the"Use
OAK#4343-5203-3332 v10 1
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EXHIBIT A-2
RESIDENTIAL PARCEL DESCRIPTION
I10118-10122 BANDLEY DRIVE (APN 326-34�-066)
All that certain Real Property in the City of Cupertino, County of Santa Clai•a, State of
California, described as follows:
PARCEL ONE
ALL OF PARCEL "A" AS SHOWN UPON THAT CERTAIN MAP ENTITLED, "PARCEL
MAP BE1NG A PORTION OF NW % OF SECTION 13, T. 75., R. 1 W., M.D.B.&M.", WHICH
MAP WAS FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY
OF SANTA CLARA, STATE OF CALIFORNIA, ON FEBRUARY 15, 1978 IN BOOK 412 OF
MAPS, AT PAGE 50.
PARCEL TWO:
AN EASEMENT FOR THE PURPOSE OF VEHICULAR AND PEDESTRIAN INGRESS
AND EGRESS, AS CONVEYED BY THAT CERTAIN GRANT OF EASEMENT
RECORDED JULY 17, 1981 IN BOOK G221, PAGE 162, AND BY COVENANT
REGARDING EASEMENT RECORDED JULY 17, 1981 IN BOOK G221, PAGE 184,
OFFICIAL RECORDS, BE1NG MORE PARTICULARLY DESCRIBED AS FOLLOWS:
THE SOUTHERLY 27 FEET OF PARCEL "B" AS SAID PARCEL "B" IS SHOWN UPON
THAT CERTAIN PARCEL MAP RECORDED IN BOOK 412 OF MAPS, AT PAGE 50,
SANTA CLARA COUNTY RECORDS.
PARCEL THREE:
RECIPROCAL EASEMENTS AS DESCRIBED IN THAT CERTAIN "RECIPROCAL
EASEMENT AGREEMENT" EXECUTED BY NORCAL ASSOCIATES, A CALIFORNIA
PARTNERSHIP AND COAST FEDERAL SAVINGS AND LOAN ASSOCIATION, A
UNITED STATES CORPORATION, RECORDED JULY 18, 1979 IN BOOK E648, PAGE 568
AND BY THAT CERTAIN "DECLARATION OF ESTABLISHMENT OF COVENANTS,
CONDITIONS AND RESTRICTIONS AND RECIPROCAL EASEMENTS" RECORDED
AUGUST 22, 1979 IN BOOK E742, PAGE 703 AND AS AMENDED BY DOCUMENT
RECORDED APRIL 15, 1980 IN BOOK F272, PAGE 71, OF OFFICIAL RECORDS.
OAK#4843-5203-3332 v10 Exhibit A
EXHIBIT C
AFFORDABLE HOUSING AGREEMENT AND DECLARATION OF RESTRICTIVE
COVENANTS
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
City of Cupertino
10300 Toi-�•e Avenue
Cupertino, CA 95014
Attn.: City Manager
No fee for recording pursuant to (Space above for Recora'er's Use)
Govermnent Code Section 27383
AFFORDABLE HOUSING AGREEMENT AND DECLARATION OF
RESTRICTIVE COVENANTS
This AFFORDABLE HOUSING AGREEMENT AND DECLARATION OF RESTRICTNE
COVENANTS ("A�reement") is entered into as of this day of 2016 ("Effective Date")
by and between the CITY OF CUPERTINO, a municipal coiporation (the "Citv"), and
MARINA PLAZA, LLC, a California limited liability company (the "Developer"), (individually
a"Party" and together the "Parties"), with i•eference to the following facts:
A. Developer is the owner of that certain real property coininonly known as 10118-
I 10122 Bandley Drive (APN 326-34-�-066) in Cupertino, California (the "Propertv") more
particularly described and depicted in Attachment 1 attached to this Agreement and incoiporated
by this reference. The Property, together with that certain i-eal property corrunonly known as
10145 North De Anza Boulevard (APN 326-34-043) ("Hotel Parcel") owned by Cupertino
10145 LLC, a California li�nited liability compairy ("Cupertino 10145"), cotnprise the "Site."
B. The Site is the subject of a Development Agreement (DA-2016-01) (the
"Develobinent A�reement") concerning the redeveloprnent of the existing conunercial buildings
on the Site with two mixed-use buildings containing 188 dwelling units, approximately 22,600
square feet of commercial space on the Pr-operty as well as a 122-room full seivice neighborhood
business hotel on the Hotel Parcel, and associated facilities and infi�astructure (collectively the
"Project"). On September 6, 2016, De Anza Venture LLC, a two member Califoinia limited
liability company whose members consist of Developer and Cupertino 10145 ("De Anza
Venture"), received discretionary approvals fi•om the City for the Project, including a
Development Peimit (DP-2015-OS), an Architectural and Site Approval Peimit (ASA-2015-22),
a Use Permit (U-2015-06), a Tree Rernoval Permit (TR-2016-14), an exception to the Heart of
the City Specific Plan for a setback (EXG2016-03), a Fence Exception (EXG2016-OS), and the
Development Agreement (collectively, the "Project Approvals"). Cupertino 10145 and
Developer intend to transfer their respective interests in the Site, and concuirently assign their
OAK#4843-5203-3332 v10 EXltiblt C-1
ATTACHMENT 1
PROPERTY DESCRIPTION
I10118-10122 BANDLEY DRIVE (APN 326-34�-066)
All that certain Real Property in the City of Cupertino, County of Santa Clara, State of
Califot-nia, described as follows:
PARCEL ONE
ALL OF PARCEL "A" AS SHOWN UPON THAT CERTAIN MAP ENTITLED, "PARCEL
MAP BE1NG A PORTION OF NW '/ OF SECTION 13, T. 75., R. 1 W., M.D.B.&M.", WHICH
MAP WAS FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY
OF SANTA CLARA, STATE OF CALIFORNIA, ON FEBRUARY 15, 1978 1N BOOK 412 OF
MAPS, AT PAGE 50.
PARCEL TWO:
AN EASEMENT FOR THE PURPOSE OF VEHICULAR AND PEDESTRIAN INGRESS
AND EGRESS, AS CONVEYED BY THAT CERTAIN GRANT OF EASEMENT
RECORDED JULY 17, 1981 1N BOOK G221, PAGE 162, AND BY COVENANT
REGARDING EASEMENT RECORDED JULY 17, 1981 1N BOOK G221, PAGE 184,
OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
THE SOUTHERLY 27 FEET OF PARCEL "B" AS SAID PARCEL "B" IS SHOWN UPON
THAT CERTAIN PARCEL MAP RECORDED 1N BOOK 412 OF MAPS, AT PAGE 50,
SANTA CLARA COUNTY RECORDS.
PARCEL THREE:
RECIPROCAL EASEMENTS AS DESCRIBED IN THAT CERTAIN 'RECIPROCAL
EASEMENT AGREEMENT" EXECUTED BY NORCAL ASSOCIATES, A CALIFORNIA
PARTNERSHIl' AND COAST FEDERAL SAVINGS AND LOAN ASSOCIATION, A
LTNITED STATES CORPORATION, RECORDED JULY 18, 1979 1N BOOK E648, PAGE 568
AND BY THAT CERTAIN "DECLARATION OF ESTABLISHMENT OF COVENANTS,
CONDITIONS AND RESTRICTIONS AND RECIPROCAL EASEMENTS" RECORDED
AUGUST 22, 1979 IN BOOK E742, PAGE 703 AND AS AMENDED BY DOCUMENT
RECORDED APRIL 15, 1980 IN BOOK F272, PAGE 71, OF OFFICIAL RECORDS.
OAK#4843-5203-3332 v10 Attachment 1-1 to Exhibit C
Exhibit F
AGREEMENT TO BE RECORDED AFFECTING REAL PROPERTY
RECORDING REQUESTED BY AND )
WHEN RECORDED MAIL TO: )
)
City of Cupertino )
10300 Torre Avenue )
Cupertino, CA 95014 )
Attn.: City Manager )
No fee for recoi•ding pursuant to (Space above for Recorder's Use)
Government Code Section 27383
AGREEMENT TO BE RECORDED AFFECTING REAL PROPERTY
This AGREENLENT TO BE RECORDED AFFECTING REAL PROPERTY
("Agreement"), dated as of , 2016, is made and entered into by and
between CUPERTINO 10145, LLC, a California limited liability company("Developer"), and
the CITY OF CUPERTINO, a California municipal coiporation ("City"), (individually a
"Party" and collectively the"Parties").
RECITALS
A. Developer is the owner of that certain real property commonly known as 10145
North De Anza Boulevard (APN 326-34-043) in Cupertino, Califoinia, County of Santa Clara as
more particularly described in Attachinent 1 attached hereto and incoiporated herein by this
reference (the "Hotel Parcel"). The Hotel Parcel, together with 10118-10122 Bandley Drive
I (APN 326-3�-066) ("Resideutial Parcel") constitute the"Property."
B. The City on one hand, and Developer and Marina Plaza, LLC, a Califoinia limited
liability coinpany (together the "Property Owners"), on the other, have entered into a
Development Agreement ("Development Agr•eemenY'), effective and
recorded on in the Official Records of Santa Clara County as Instiument No.
, to facilitate development of the Propei•ty subject to certain tei711s and conditions.
Propei-ty Owners intend to demolish the existing commercial space on the Property and
redevelop the Property with a 122-room full seivice neighborhood business hotel on the Hotel
Parcel ("Hotel"), as well as 188 residential rental apartment units and approxiinately 23,600
square feet of coiruiler•cial space on the Residential Parcel, and r•elated uses, as further described
in the Development Agreement and the Project Approvals referenced therein (collectively the
"ProjecY'). All capitalized terms not otherwise defined in this Agreement have the meaning
ascribed to them in the Developrnent Agreement.
C. Developer and City have agi-eed to execute and recoi�d this Agreeinent in order to
bind Developer and future owners of the Hotel Parcel to certain obligations i•egarding the
OAK#4843-5203-3332 v10 Exl�ibit F-I
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