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84-014 Prometheus Development Company, Civic Center BERLINER, COHEN & BIAGINI ATTORNEYS AT LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS SANFORD A BERLINER' NORMAN D.THOMAS TEN ALMADEN BOULEVARD THOMAS P.MURPHY STEWART W.LENZ SAMUEL J.COHEN' RDBERTA S.HAYASHI STEVEN J.CASAD EDWARD F.MALYSZ HUGH L ISOLA' TIMOTHY T.HUBER ELEVENTH FLOOR JEANETTE R YOUNGBLOOD THOMAS F.CHAFFIN ANDREW L FABER JEFFREY M.FORSIER THOMAS A BARTASI TERRY K.WOO WILLIAM J.GOINES• RUSSELL J.HANLON SAN JOSE, CALIFORNIA 95113-2233 JONATHAN D.WOLF IRARF,I F J.GUNN ROBERT W.HUMPHREYS MARY BETH LONG NANCY F.THORNTON DANA M.WALLER MICHAEL H.KALKSTEIN NANCY J.JOHNSON FACSIMILE: (408)99&5388 JEROLD A.RELTON CMAFIES R BOHN MYRDN L BRODY ANNE L NESTER ROBERT L CHORTEK LINDA M.BERTOLUCCI RALPH J.SWANSON KEVIN F.KELLEY TELEPHONE(408) 286-5800 STACY L SAETTA THOMAS D.WMPSTON PEGGY L SPRINGGAY KATHLEEN K SIRE BRADLEY D.BOSOMWORTH TRACY C.NETSTADT JOSEPH E.DWORAK 'CHRIS SCOTT GRAHAM PAMELA M.SCHUUR TERILYNN T.PEREZ SAMUEL L FARB LYNN G.McICNNON JOHN R WIERZBICKI,JR CHI-HUNG A.CHAN ALAN J.PINNER JAMES P.CASHMAN COLBY A.CAMPBELL RICKEY A.GREEN LINDA A.CALLON SCOTT R HOVERSMOOT EILEEN 0.MATHEWS 'A PRDFESSJONAL CORPORATION November 26, 1990 OF COUNSEL OF COUNSEL HICKMAN&FRAZZNI THEODORE J.&AGINI PATENT COUNSEL CWIENCEAL KF,I nal-,JR Charles T. Kilian Law Office of Charles T. Kilian 1740 Technology Drive, Suite 250 San Jose, California 95110 Re: Cupertino City Center Dear Chuck: Enclosed please find two copies of the "Settlement Agreement and Mutual Release" , ("Agreement") , both of which have been signed as originals. I understand from our telephone conversation of November 26, 1990, that you will have these approved by the City Council at their meeting of December 17 , 1990, and will promptly have them executed and fill in the date on page one. Please send one fully executed original back to me for our records. This will also confirm our mutual understanding that, notwithstanding Paragraph 2 of the Agreement, the Agreement document itself is a public record, and is not deemed to be confidential. With respect to the handling of the press release, you have informed me that the City's public relations contact is Ms. Donna Krey. By copy of this letter I am asking that Mark Kroll, or his representative, contact her directly to arrange for handling of the press release. \ALF\L\CUPE0102.KIL 01-112605312-001:crc Charles T. Kilian, Esq. November 26, 1990 Thank you very much for your cooperation. Very truly yours, BERLINER, COHEN & BIAGINI ANDREW L. FABER ALF:crc Enclosure cc: Mark Kroll (w/o enclosure) Sanford Diller (w/o enclosure) \ALF\L\CUPE0102.KIL 01-112605312-001:crc -2- SETTLEMENT AGREEMENT AND MUTUAL RELEASE ti This agreement is made effective this /7 day of , 1990, between PROM XX, INC. , a California corporation, ("PROM XX") and the CITY OF CUPERTINO, a Municipal corporation ("CITY") as follows: WHEREAS, on or about April 8, 1986, CITY issued to PROM XX's predecessor, a use permit for development of an office commercial project located at the southeast corner of DeAnza and Stevens Creek Boulevards within the CITY; and WHEREAS, pursuant to a condition of the use permit, CITY assessed a development fee (the "Fee") of $602 , 000 against PROM XX' s predecessor; and WHEREAS, on or about May 22 , 1989, PROM XX's predecessor paid the Fee under protest pursuant to Sections 66008 , 66009 , and 66017 of the Government Code. All right, title and interest in and to the rights of PROM XX' s predecessor with regard to the Fee were assigned to PROM XX; and WHEREAS, on November 17, 1989, PROM XX filed its verified Complaint for Declaratory Relief and Damages in the Superior Court of California, County of Santa Clara, case no. 694440 entitled PROM XX, INC. v. CITY OF CUPERTINO, et al. (the "Lawsuit") ; and WHEREAS, PROM XX and CITY are now desirous of settling all disputes and differences between them with relation to the Fee by entering into this Settlement Agreement; NOW, THEREFORE, in consideration of the foregoing recitals and \ALF\CUPE0101.AGM 01-111305312-001:db —1— the mutual conditions and covenants contained herein, the parties hereto agree as follows: 1. CITY shall designate one-half of the Fee ($301, 000) as available for its general fund purposes. CITY shall refund to PROM XX the other half of the Fee ($301, 000) . Immediately upon such refund, PROM XX shall donate this half of the Fee back to the CITY. CITY shall accept the donation by a resolution irrevocably earmarking and dedicating this half of the Fee solely to be used for maintenance or capital purchases for open space and recreational needs for CITY. 2 . CITY and PROM XX shall issue a joint press release, attached hereto as Exhibit "A" and incorporated herein by this reference, concerning this settlement. Aside from this press release, neither PROM XX nor CITY, nor any of their agents, employees, directors, attorneys, commissioners, counsel or councilmembers shall make any statement to the press or divulge any information publicly concerning the contents of the terms of this settlement without written authorization of both CITY and PROM XX. 3 . The Lawsuit shall be dismissed without prejudice. Each party shall bear its own attorneys ' fees and costs. 4. The parties hereto for themselves and/or successors and/or assigns discharge and release each other and their respective agents, employees, attorneys, councilmembers, directors, shareholders, successors and/or assigns from any and all claims, demands, damages, actions or causes of action of any kind of nature which either party now has arising out of the imposition of the \ALF\CUPE0101.AGM 01-111305312-001:db -2- ., Fee, the filing of the Lawsuit, and the entering into of this Settlement Agreement, except for such obligations as are contained in this Settlement Agreement. 5. This Settlement Agreement is entered into for settlement purposes only. It does not constitute an admission of liability or responsibility on the part of either party hereto. 6. The parties shall execute such further documents as may be necessary to carry out the letter and intent of this agreement. PROM XX, A C Ai ,rote._,/z /4" eo !� o ' t� Dated: J1f1ZM OM 161 MO By /d" (I ' 5m41-4R4 N. 171LLe, 2 Mas , c/✓-!' APPROVED AS TO FORM: G� BERLINER, COHEN & BIAGINI Dated: — ") ' a(76 By `(� Yr-3\ Andrew L. Faber, Esq. CITY OF CUPERTINO Dated: Seacht,/9, /p90 ��/ - -� - ✓.cv Barbara Koppel, Mayor / ATTE (" Dated: /? //lD w`Jg f-�� ' 4 orothy Cornelius, City Clerk �i APPROVED AS TO FaRM: //��/7�� Dated: // G /C /�7 6 L/tom / Charles T. Kilian, Esq. City Attorney \ALF\CUPE0101.AGM 01-111305312-001:db —3— d , - PRESS RELEASE In a jointly-released statement, Cupertino City Center Associates, Prometheus Development co. , Inc. , and the City of Cupertino have come to an agreement that will mean hard dollars to Cupertino open space advocates. The parties settled the litigation involving the fees charged by the City of Cupertino for the development of two office buildings at the City Center project. Under the terms of the settlement, the City of Cupertino, although it has not admitted it overcharged the developer, agreed to refund to Prometheus and Cupertino City Center Associates one-half of the disputed fees, amounting to more than $300, 000. Simultaneously, Prometheus and Cupertino City center Associates announced that it will donate the entire $301, 000 for the purchase and maintenance of open space and the recreational needs of the residents of Cupertino. \ALF\CUPE0102.PRE 01-111305312-001:db EXHIBIT "A" • . - 1 • • RETURN TO CITY y , ArOF' CUPERTINO 9172084 10300 TORRE AVE �� et. FILED FOR RECORD ' IAEQu`yr OF CUPERTINO, CA 95014 �� C� '/ :�I:` FEE IN ACCORDANCE MICRO • r 6 WITH 80V CODE 6103 LIEN NOT i Mt + N (1 / FEB Zb UU iH 87 co re- .j ' IT'OFFICAL RECORDS ' PCOR SANTA CLARA COUXTY LAURIE KANE • �`, RECORDER RESOLITTION NO. 7007 K 0 5 1 PasE 17 9 5 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO APPROVING THE FIDS, NAP OF TRACT NO. 7953, CITY CENTER PHASE III, SOUTHEAST; • • CORNER OF STEVENS CREEK BOULEVARD AND DE ANZA BCUIEVARD; DEVELOPER, PROMETHEUS DEVELOPMENT COMPANY; ACCEPTING CERTAIN EASEMENTS; AUTHORIZING SIGNING OF FINAL MAP; AUTHORIZING THE EXECUTION OF AGREEMENT IN CONNECTION THEREWI`IH WHEREAS, there has been presented to the City Council for approval and for authorization to record the final map of Tract No. 7953 located at the southeast corner of Stevens Creek Boulevard and DeAnza Boulevard, showing certain avenues, drives, places, and roads by Prometheus Development Company; and iREAS, there has been presented to the City Council a proposed agreement for the construction of streets, curbs, and gutters, and for other improvements, and good arra sufficient bonds, fees, and deposits as set forth in Exhibit "A" having been presented for the faithful performance of said work and the carrying out of said agreement; and said map, agreement, and bonds having been approved by the City Attorney; NOW, THEREFORE, BE IT RESOLVED THAT a. Said final map of Tract No. 7953 is hereby accepted. b. The offer of dedication for roadway and for easements is hereby accepted. c. The City Engineer and the City Clerk are hereby authorized to sign said final map. d. The Mayor and the City Clerk are hereby authorized to execute the agreement herein referred to. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 15th day of December , 1986 by the following vote: NN 9se1 �'1--LiI : ' C, b1 ,,,A,.a,;q,-,tt� , THIS I$SVTo E RTIFY.THA1j 1-4 E. WITHIN INSTRUMENTO-6 A TRUE AND CORF;ECT COPY DF THE lR11 1 •L'CN;;FILE IN HIS OFFICE. ATTEST i •. •j` //.G- •:,✓y; > , 19(t 7 CITY CLQ' O ,•YNE-CIT,Yi;or RTIND • r 1796 RESOLUTION NO. 7007 Vote Members of the City Council AYES: Johnson, Gatto, Plungy, Rogers, Sparks NOES: None ABSENT: None ABSTAIN: None AFTROVED: /s/ W. Reed Sparks Mayor, City of Cupertino ATTEST: /s/ Dorothy Cornelius City Clerk r'-y^J 'e yr '' w' °,; 'K 051PasE1.797 RESOWI•ION NO. 7007 EXHIBIT "A" SQnE OF BOND, FEES, AND DEPOSITS DEVELOPMENT: Tract No. 7953, CITY CENTER PHASE III PROMETHEUS DEVELOPMENT COMPANY LOCATION: Southeast Corner of Stevens Creek Boulevard and DeAnza Boulevard A. Faithful Performance Bond: $325,000.00 Three Hundred Twenty-five Thousand and no/100 Dollars FRONTAGE IMPROVEMENT B. Labor and Material Bond: $325,000.00 Three Hundred Twenty-five 'Thousand and no/100 Dollars FRONTAGE IMPROVE= C. Checking and inspection Fee: PART A $ 19,500.00 Nineteen Thousand Five Hundred and no/100 PART L $ 8,133.00 Eight Thousand One Hundred Thirty-three and no/100 Dollars D. Indirect City F rpenses: $ 2,925.00 Two Thousand Nine Hundred and Twenty-five and no/100 Dollars E. Map Filing Fee $ 210.00 Two Hundred Ten and no/100 Dollars F. Development Maintenance Deposit: N/A G. Storm Drainage Fee: $ 29,900.00 Twenty Nine Thousand Nine Hundred and no/100 Dollars H. One Year Power Cost: $ 324.00 Three Hundred Twenty-four and no/100 Dollars I. Street Trees: BY DEVELOPER 3% Park Fee: N/A • K 051ME1798 RESOLUTION NO. 7007 K. Water Main Extension Deposit N/A L. Reimbursement to City for Off-site Improvements (Per conditions of approval) . a. Signal modification @ DeAnza Blvd. & McClellan Rd. $ 54,369.00 Fifty-four Thousand Three Hundred Sixty-nine and no/100 Dollars b. Intersection Improvements DeAnza Blvd. @ McClellan Rd. $ 53,200.00 Fifty-three Thousand Two Hundred and no/100 Dollars c. Neighborhood Traffic Management Improvements $ 15,975.00 Fifteen Thousand Nine Hundred Seventy-five and no/100 Dollars d. Median @ Stevens Creek Blvd. $ 8,000.00 Eight Thousand and no/100 Dollars e. Landscaping @ Stevens Creek Blvd. Median $ 13,000.00 Thirteen Thousand and no/100 Dollars M. Off-Site Storm Drain Fee, N. DeAnza Blvd. $ 4,800.00 Four Thousand Eight Hundred and no/100 Dollars TRACT AGREEMENT • . ' CITY N. DE`AMA BOULEVARD IL K 0 51 PACE 1 "7 9 9 • This NZZEDDNr,c made and entered into this �/ day of � ' "a` `t1 , 19 /4 6 , by and between the C T OF Q7PERTL*f0, a munici rat toze_Iiation of the State of fltifornia, hereinafter deli gnatad as CITY, and CUPERTINO CITY CENTER ASSOCIATES C AND CUPERTINO CITY CENTER ASSOCIATES D hereinafter designated as DEVELOPER. WITNESSETH WhtREAS, said DEVELOPER desires to subdivide certain land within the City of Cupertino in aornirdance with the map heretofore filed with the City Council of the City of Cupertino, marked and designated as Tract 7953 Cttno, California, hereinafter designated as the " '�TrdCt: and WSE RE S, iran sty certain courts, drives and roads which are offered for dedication for piblic use; and WHEAS, CLTY hereby anotaves the improvementPlans and specifications pre ared'for the Tract by BIER & WRIGHT PROJECT 86-20 , a true copy of -'M imnrovencent plans and specifications are an file in the Office Of theI City Engineer of Cnpettino; and. WH 1S, the same are incorporated herein by reference, the cama as .thoucjh set out in full; NUR, THEREFORE, saint improVe3er,} Plans and specifications shall be . hereinafter called the "Plans," and the coeC to be donetutde_r the Plans ans shall be called the "Work."• - Page 1 • K05IPAGE1S00 • PialEAS, pursuant to the provisions of this A(EE}ENr, the CITY hereby established the =runts of Bonds, Fees, and Deposits as set forth in the • following schedule: 4PLEASE SCHEDULE OF BONDS, rtts AND DE. ITS l Subdivision Bond • ' I74/0,tPARC A. trr Pt.Ltcuusctt. Bacrl: $325,000.00 THREE HUNDRED TWENTY FIVE THOUSAND AND NO/100 DOLLARS FRONTAGE IMPROVEMENT INITIAL PLE•SE • P� BART II-- rrboen±Mate_ria1-Bpi 1. - $-3-2-57860700- -- THREE-HUNDRED-TWENTY-FiVE-THOUSAND-AND NilinU-lotrArs-----FRBteAGE-L.`OnRUV -yr- INITIAL PART C. Checking and Inspection Fee: PART A $19,500.00 NINETEEN THOUSAND FIVE NUNDRED AND N0/100 DOLLARS 7 PART L $ 8,133.00 17� EIGHT THOUSAND ONE HUNDRED THIRTY THREE AND NO/100 DOLLARS - 1, PART D. Indirect City Expenses: $ 2,9.25.00 TWO THOUSAND NINE HUNDRED TWENTY FIVE AND NO/100 DOLLARS • PART E. Man Filing Fee: $ 210.00 TWO HUNDRED TEN AND NO/100 DOLLARS PART F. Develapnent aintenance Dapcsit: N/A PART G. :Stone Drainage Fee: $29,900.00 TWENTY NINE THOUSAND NINE HUNDRED AND NO/100 DOLLARS PART H. One Year Pmer Cost: $ 324.00 THREE HUNDRED TWENTY FOUR AND NO/100 DOLLARS PARI' I. Stet Trees: BY DEVELOPER PARD J. Park Fee: afAr See Exhibit "A" 1" PART K. Water Main Extension Deposit: N/A • S • . Page 2-a • SCHEDULE OF BONDS, FEES AND DEPOSITS CONTINUED • • - • K051PASE1 $ 01 PART L. Reimbursement co City for Off—site Improvements (Per conditions of apps a. Signal mcdification @ DeAnza Blvd. 6 McClellan Rd. $54,369.00 FIFTY FOUR THOUSAND THREE HUNDRED SIXTY NINE AND NO/100 DOLLARS b. Lntersection. Improvements DeAnza Blvd. @ McClellan Rd. $53,200.00 FIFTY THREE THOUSAND TWO HUNDRED AND NO/100 DOLLARS c. Neighborhood Traffic Management Improvements $15,975.00 FIFTEEN THOUSAND NINE HUNDRED SEVENTY FIVE AND N0/100 DOLLARS d. Median @ Stevens Creek Blvd. $ 8,000.00 EIGHT THOUSAND AND NO/100 DOLLARS e. Landscaping @ Stevens Creek Blvd. Median $13,000.00 THIRTEEN THOUSAND AND NO/100 DOLLARS PART M. Off—Site Storm Drain Fee, N. De Anza Blvd. .$ 4,800.00 FOUR THOUSAND EIGHT HUNDRED AND NO/100 DOLLARS • • i2 • Page 2—b E abed • IVIsn. •paasanbaa sT auamArd gsrn pars !Tann paasod aq flags -53Lunomr mars at nT pnoq y •a2ranoa; drm aoraa pars 2noTe sanamaeoadmF aZranoa; 77 am; 2S10 aqa oa anp annomr mnmTxrm aya aq oa 'mamma aqa pue x110 age �Cq• �d11 7cvJlc' 'PaaapTsuoa aq Tim Puy flIO aya moa; 0313 on r 5 �qi�g ins 3t d aa^ q �L 5��ssaa6oad Ira xTgzuotwaq T rgs anamArd gnu eta •eTsaag •Z a8�� a amanoadm ;o w.ag$s3kaa ao; anamdrd gse3 r gain flip aria apTAoad ma naafis md023A2a agy :sanamanoadmi a2ranoaa 3Sv ld 'Q .aatJ1-13txT �u�•i-+}133;+ 4•acs i J ♦ho }L u} }xr5u •n{ }ur •aevyu K+tae d TTS 3TagsTa KzeTrueg oupaedrn 943 ao/ e MID str4 ;0 t—�uI x 0114 'PPTag na .LzegTues oupaadro eta .zo/Eue x� eqg ;o � . stag s'Fg�{;roads agfls aq aq gong= ;o ase: ul,=. act TTS 4-1 'pata�r{trau .rte y3 aqg aq Lanazaiaz .pazapTstax� ST nsM oTTgnd ;oTao .T� =re dourgaadm ;o T,SD 943 og Lanza Se •��u esuoFgtoT;Toeds agtqS atm .. gouoTsTATa sTu 0.31110, ao uegzzS, SPztxa sqg sanaze • esi.cl - : •azetpt Tnsra �gTues ottrgzachtj an go suonrom-oeds - •, t�}TM a mpzave ur pue3}1U ;o eae s 'uoprqads e•, ;o -.,. -61=41 pp npyT- , o guaanseclaa stn. ;o suoTgmt3Toads . -• •uaz sottepawoe _uT soup eq TTegS *EOM aqg 4Qgg •==.i.•- 117 sr•tnaa4g • tigTM e��s Td ' rgmT;T s ' - O3 aas'se sapeab pre Faun Are agti og se Tin; eq TTEgs = a•c A uD TOP eta lv�dini 'ogara n. eigearTdde segs . ., . TIP PTJ M e ep norsioep uop ' eq TTS IoM aqL •asaugua ,Ip Sq par—lie epee Pie i eros Spaepregs 'SrontoTTT• ' d s sue a 'o sazrs goAgra 04470 suo ttTosaa . .- ZTe tigTM aottePzc oe uF Pre ' 3S•:id uT soup eq TTegs ports a4L ' -- . o E. go TsTxs aqg t Trt agq.T.m rue UoFgoera atn. a ._....- eqs� an. go Traazde a4g i _ Jasd tic crags �M atm •ou�aedtr} ;o � lar pooh Td a4g twirl ecuepz e " tin astaxent aXtZureeliort uF Xaoj - agaTdmoo we TTegsu- negs -usamaAart sttL t a0 k ezns Si .r••:0riatisa � a0 ciid01;3A•ga aqg =a; 1w r4 Pe " 04 Tie pre Aue - .• sgsco=- At= AMID e44 4ZoM egg sags-CaroMIDatm 4trana atig -oti�ne new ''Tgdo aO3S�Trta ur *Tom aqg a eTda oq pazra 0 , TM 'van go coped pemoads a[ao a� egaiaw 03 g as a o scrag maca3/1'3a au; guava 3a � Agra 3 m buT4Tai tri pazTaczn to ATTeo7 eq Aea se T urns ao s ;o tion ;o agep ati4 taoz7 nes t • :gam peazbe aetint sT 31 • C� O $ 39Ct!j ® M 30 1 OIMUUS}II i u g�g pre az 'Sl oflo; ge 0gaza4 samzed �g a rr navnim AS22371H ST IT '2110LaA3131 'Mor; K 051PAGE I 803 • E. Cash reimbursement co the CITY for conditions of approval of a final and for release Of a• portion of the deferred agreement recorded in 800k.I406, page 36, Santa Clara County Recorder. The amounts shown in Parc L, an page 2 herein, are the amounts determined by the Director of Public Works co be the DEVELOPERS benefit share of the cost of said work specified in the City of Cupertino conditions of approval. The follow- ing CITY conditions apply: .15-TM-84 • 4-U-86 19-TM-83 11-U-83 • 9-TM-86 18-U-84 2-Z-83 However, the DEVELOPER is only completing his obligation for off-site street improvement conditions. Any and all other conditons not dealing with the con- - scruccion of public street improvements shall remain is full forced effect with- out alteration. The DEVELOPER and the CITY also agree that minor frontage land- scaping and sidewalk'improvements are to be installed ac the DEVELOPERS cost ac the time buildinflermics are obtained. Payment for this work shall be monthly • progress payments -and shall be paid to City within fifteen (15) days of receipt of :LeAsE invoice. The developer further ( agrettthe bonds provided dforurity under Part A" Erein, shall also apply securepaymentdsdprvideLhsec in. N I , 2. EXCAVATION PERMIT It is further agreed that the DEVELOPER cha77 =01y:with Section Three of Ordinance No. 130 of the CllY by obtaining an excavation pewit from' the •City Engineer before the corencepent of any e¢avation in, on, or under the surface of any existing public street, lame, ' ,11ey, sidewalk, or other public c p1 ar ' It is further agreed that the DEVELQPE<R.shall n;t;fy tae City fl;ri neer of the exact date and tine when the proposed Sava-tido is to cam. 3. QMIEC &Tri DEED • It is further agreed that the DEVELOP I., when requested by the crry, shell quitrlaim all his rights and interests in, and shall grant to CITY authorization to extract water tram the u dergrc*ird stsdta lying beneath circ project and DEVELOPER. agrees to execute a "Quitclaim Desi and Authorization" in favor of CLTY, when presented to him for signature. 4. BONDS AND OMER SECURITY A. Upon the execution of this nGAMEN, the DEVELOPER shall file with the CITY a faithful performance bond to assure his full and faithful performanceof Chic AGREEMENr. The penal stag of Said faithful performance ]w.l. shall be the full cost of any payment to be made under this s the value of any land agrees to be dedicated, and any AGREEMENT,„is to be made er��. In the event that PLF.is“ iac mprove.,,or,t s are to be made e o , th.e DEVELOPER shall, in . aridition to s"+irl faithful perfmcmance, file with the CITY a labor and • 1211 INITIAL Page 4 K051PasE1804 • . . materials s •bond in a penal sum adequate to assure ful 1 and mater'a l s required toPayment of ail labord bonds appall be as .-"designated construct said movements. The amount of said executed by a surety many authorized tothe transact .ass. d bonds bs shall in the State of California and mast be approved by the surety business to form ani by the City Engineer as to sufficie. the Attorney as to DfiVELOP shall fail faithful to oxen. nt event that theo this Win,, Y pPrtoan the po'�enants and conditons of improvements herein, r to make any payment, or any dedication of land, or any this Ament Nh or req , the CITY shall call on:the surety to perform C'T to so do. indemnify the TY for the DEVELOPER'S failure B. In lieu of a surety bond, the DEVELOPER may elect to sure this ACREMENT by depositing with the CITY: 1. Cash; or, 2. A cashier's check, or a. certified check payable to the order of the City of Cupertino or, 3. A certificate of deposit, or the ins/smelt elt of mit meetiirl requirements re a of Government • (c) . Ll LLC11Lth Ce Section 66499 (b) or C. The amount of swim cash, checks, certificate of,deposit, or instrment of ¢edit chart be as designated by the City Engineer, and shall be the ecuivalent to that which hold have been required had the DEVELDPER famished the =TY with a surety bond. In the event that the DEVELopm shall fail faithfully to perform the covenants and this Afs 7r, or to makeadoany improvements herein any payment, or any dedicationpofo land, ora d setty thereto. the CrrY may apply the proceeds of said D. No release of surety bond, cash deposit, r`ier'c, or certificate of deposit, shall be made exert upon awl of the City sourish : E. No . interest steal l be paid on any secsity deposited with the cm?. 5. CHECKING AND IttSPECFIC3N FEB It is further agreed that DEVELOPER shall pay any and all necessary direct expenses for inspection, checking, etc., incurred. by C Y in connection with said Project, and that DEVELOPER shall have deposited with Cr?, prior to exscition of this A `tr, the amount as set forth herein at Page 2 (Part c) . should consauotion cost vary materially farms the estimate .&nn which said stmt is Calculated, the City Engineer shall notify DEVELOPER of any arirlitinnal sum due and owing as a result thereof. 6. INECERD= EXPENSEs It is further agreed that DEVELOPER shall pay to CITY, prior to execution of this Air, indirect elle allocable to processing these improvements, the amount as set forth herein at Page 2 (Part D) . Page 5 • K O51PASE18O 7. MAP FILING FE: It is further agreed that the ❑zvnoPER shall deposit with Crly, prior to execution of this AGREEMENT, for office diecrd.rg of final,man and field checrdrr3 of street monuments, in compliance with Section 4:1 of Ordinance No. 47 (Revised 12/04/61) of CITY, the amount as set forth herein at Page 2 (Part E) . 8. LEVEma1FNr mAiNTl NANCE L31T It is further agreed that -the DEVELOPER shall pay to the CrrY, prior to execution of this Air, the amount set forth herein at Page 2 (Part F) as a developmentmaintenance deposit to insure grin dust control and cleaning during the construction period. The development maintenance deposit may be utilized for repairs of defects and imcerfections arising out of or due to faulty workmanship and/or mateya1S animating in said • work during the period until release of the into ovebonds n* d Should the DEVELOPER •complete the Z'EflUl-LEYj repairs rc tto the ehee retire satisfaction of the CITY, the unused, balance twill be whit.ne i af'�erthe release of the improve eat bonds. 9. STORM DRAINAGE FEE It is further agreed that the LEVnopE2 shall depcsit with the CITY, - prior to execution of this AGREEMENT, a storm drainage charge in' connection with said Project in accordance with the requirements estahiisherd In Rcolution 4422, Margh 21, 1977, in the amount as set forth . herein at Page 2 (Part G) . 10. ONE YE1R POWER COST It is arc-doer agreed that the DEVELOPER. shall pay to Cry prior to execution sot this AGREEME?N r, the amount as set forth herein at Page 2 (Part H) ,-'which amount represents the power Cost far street lights for one year. 11. TEE INSTALLATION' OF b'ne.r:p TREES . It is further agreed that the DEVELOPER shah.,. at such time as deemed appropriate by the City Engineer, plant stet 'trees in conformance with the standards of the City of Cupertino. Variety of tree shall be selected from the City approved list. ' 12. PARK k1ts • It is• further agreed that the DEVELOPER shall pay such fees and/or de'iirate such land to the CITY, prior to execution, as is required within Park Dedication Ordinance" Number 602, 1972, and which is further stipulated under Part .1, Page 2 herein: The security provided herein l.o. under Part A. shall also apply to secure payment under Exhibit "A" attached hereto and incorporated herein. Page 6 13. N NGEOF47th K051PAGE1806 _ . It is further CITY OF CUPERTINO IN171AL For a period of that the SPE'thall mai ta;n the:: A. otcal of the City o(1)f yemr after dOCeptance of the Work by andards and Work are corrected rte, or B. Until all deficiencies the PLEAS! Work are cotons !Or conform to the Plans and the CITY the n CUPERTINO shall Work, whichever ii the later to The / Iii replace, withal, ar tten notice thereof, immediately occur.repair The PL I OF I 9/4 entire satisfaction of obligation to the DEVIIO{,P,,F,,R� y :jo or INITIAL oat Of . or due to faulty id crrr, all defers and imperfections appearing ansa �P work. P and/or teeter leis apnea, ;.,, �' in said INITIAL 14. SAN Imp.y DL$nUCC It is further execution of agreed that the shall file with CITY, upon , a letter from the • stating that the DEVEICOR has entered into aCupertino sanitary District �J sail heti install sewersto serve all lotsthin a Pro andcstat of tae insure null and faithful performance of • said sanitary sewer in conformance thwt Lend to insures set forth of Paragraph 13 above has been filed. provisions as set forth in • 15. ROSINESS AND PROFFSSICNS.CCCE It is furtherthatDEVELOPER • .execution of this shall filea with City, upon Section 11603, Article 8, Chapter evidence that all Professionsicns eof, l 1ecta nit assessments he Bus Code I special cr.bonds, have been flied with. • 16. CETbRALTIRE DISTRICT • It is furtheragreed that the .DEVELOPER Shall fibawith the Y, upon execution of this 'i a letter fro¢ the Central Fire mon into an •.AGREEmEur with District of - Santa Clara PERhas entered _ _ting that the . aid Project said n �ti� � necessary f nto install fire � to serve installation and five (5) been ato te_ • year retttalfee or said 17. STE�ET _IIS - PG.and E. RATE SQ�QIg g L APPLY- It is f agreed„that� CITY OF CUPERTINO PLE•SE ^tea"ison offurther electric gcshall apply for the Possible. power far street ]tc}tttistg at the earliest date mr 18. PACIFIC GAS AND ELECIRIC,/PAC FIC BELL INITIAL • �'~ • is It further IIeagreed that the DEVELOPER shall pay to Pacific Gas and inecarictiCn_ to PACIFIC BELL any and all fees required for within said property w circuits to fall or asany and all fees DEE 1 PF for notified by either prove� Ordinance No. 331 of CITY when �' and/or itherPACIFIC BELL that aneer cre duethe Pacific Gas andDectric sha 1 not occur prior to the issuance of a buildingPL2Asa that time, the utility substructure installed under grbeement shalltremain /3 permit on the Tract and until 11` the property of the Developer. IN T IN IAL • 79:. "EASE EN1J 'AND itLGI-il'-Ue-KAY K O5IPAGE18O7 completion of the Project shall be acquired by the DEVELOP=ER - • own cost and expense. It- is provided, however, that in domain proceedings ate • oft eminent required by the CPI"L for -- .- 0 --- • of securing said easement and right-of-way, that the wart-ear shall PLEI�SE a sum covering reasonable . ering ' . value of the ladeposit d rroposed to be I taken and to be included •.. • sum shall be a reasonable . - lig, severance damages, A . It is further allowance aion . provided that in addition INITIAL thereto, '• . -' - e"' as may be required red for legal fees and costs, . =- -!... •, and other incidental its in such reasonable amounts as the 20. HOLD HARNESS It ' '44 •_Y .I.- ; that, commencing with theperformanceof by the =. -:::v •.i� ale- factor and mp the Work Wr��t acontinuing, until the completion of • EASE N��. �i6 •�i)po or hie a314or provided in Paragraph D , the s. r• y ., 1a harmless and defend t2n=' �rc�n and against in all loss, Cost, expense, damage or liability, or claim EaCta thereof, nn i n yY ar in any way whatsoever arising mit of the IMTIAmisconduct ofperfaaerce f the orf the the -� gths agents, en to employees and intenenrient contractors. agents, eag�loyees and 21. INSURANCE • It is further agreed that• �}]e$— ,,..m.:-y shall take at, or shall P ' ASE require any to (�y th •- .m. maintain �Ja4�i� the• Work t0 talcs out, andat . all times during the performance and maintenance of the Work called . for or rei,irsi to be done hereunder, a policy of insurance naming the CITY. and members of the City Council of the:City of Cupertino, iM via. individually and callectively,' and the officers, agents and employees of the City individually and collectively,. as insure . Said separate policy shall provide bodily injury-and property damage'coverage to the foregoing named CITY and individuals covering all the Work performed by, far, or on behalf of said DEVELOPER: Both bodily injury and property damage insurance nest be ,an an occurrence basis; and sairi policy or policies shall provide that the coverage afforded thereby shall he primary coverage to the full limit of liability stated in the declarations, and if the City, its members of the City council individually .and collectively, • and the officers, agents, and employees of the clay, individually .and collectively, have other insurance against the loss'coved by said policy orpolicies, that other insurance shall be excess insurance only. ' A. Each of said policies of insurance shall provide coverage in the following minimum annmts: For trclil $100 person; $300,000 each occurrence, property injury, ,000 eachon account ofone occurrence ' �r f i 000 ss any with an aggregate limit of net less than $200,000. B. The DEVELOPER shall, file with the City Engineer at or prior to the time of execution of this AGREEMENT by the DEVEiOPER such 'evidence of said foregoing policy or policies of insurance as shall be satisfactory to said City Engineer. Each such policy or policies shall bear an endorsement precluding the cancellation or reduction 'in coverage without giving the City Engineer at least ten (10) days advance notice thereof. • Page 8 • • C• . In the event that the K O 51 PAGE 18 O 8 Proj� c vered herein should be mutually sitJated in or affect the area of jurisdiction of a separate municipality or political subdivision of the State of California, the policies of ins-mance required herein and above shall cc--name such municipality or political subdivision and the provision set forth herein and above for the protection of. the CITY shall equally apply to municipality and political subdivision. 22. WATER MAIN EXTENSION DEPOSIT • The DEVELOPER further agrees to deposit with the CITY those mo1eS required to Damply with "Policy an Water Main Extensions Work arra Deposits dated September 9, 1977. The deposit shall be held by the CITY until said monies are needed to implement improvements outlined by the Director of Public Works or improvements axtlineri withnn an adopted Water Master Plan. The amount shown herein at PART K, Page 2 shall he the full amount due. 23. MAP AND/OR IMPROVEMENT PLANS • It is .further agreed that the CITY shall obtain the follodatq map . and/or plans at the DEVELOPER'S expense: A. A mylar sepia and thirteen (13) prints of fully exeanted tract map. B. A mylar sepia and tern (11) prints of fully executed int plants. • C. A direct duplicating silver negative microfilm aperature card of all executed improvement plans and map. The DEVELOPER agrees to pay the .CTIY from the development maintenance deposit the cost for all prints of plans and map required under Item 23. 24. TERMS AND CONDTl2c s It is further agreed that the above named terms and conditions for the Sohn Tract shall bind the heirs, successors, administrators or assigns of • the DEVELOPER. The assignment of this ASREENENTcha17 not be made without PLEASE approval by the City Council of Said CITY, 25. This agreement will supercede and replace the Deferred Agreement entered into on the 13th day of March 1984 covering parcels A, C and D of that certain parcel map Wall filed in Book 526 of Maps, pages 3 to 5,_ City of Cupertino, County of Santa Clara, State of INIT AL IN WITH SS WHEREOF, Lin has caused its name to be hereunto affixed by its Mayor and City Clerk, thereunto duly authorized by resolution of the California City Council and said DEVELOPER has hereunto caused his name to be affixed the day and year first above written. Page 9 • K051Pa6E1800 CITY OF CUPEO: Approved as to form: 4111,4;11051111 Na .t 47/ - Ci ,Clerk -DEVELOPER: • 1' - Cupertin. •City enter Associates C, D By: DNS rust, its General Partner By: Sanford N. Diller, as Trustee • Notary Acknowledgment Re uiriecl: • • • • (Rev.3-1986) Page 10 ' i • . • • K 051PAGE 1810 STATE OF CALIFORNIA • COUNTY OF SANTA CLARA On December 5, 1986, before me, the undersigned Notary Public, personally appeared SANFORD N. DILLER, proved to me on the basis of satisfactory evidence, to be the person who executed the within instrument as Trustee of the DNS Trust , the general partner of Cupertino City Center Associates C and D, a limited partnership, the partnership that executed the within instrument, and acknowledged to me that such trust executed the within instrument and that such partnership executed the within instrument as such partner. WITNESS my hand and official seal. MARGUERITE GAUVIN �G0 ;61^ NOTaarvusuo-cauFoli" N•tary Pu• ic, Stat of California ': l ice_ SANTAIXgpq COUN} / __ __MY Comm E'P=collum P1.1990 ' • EXHIBIT "A" -- K 051PAGE1811 TRACT AGREEMENT - - CITY CENTER - PHASE III N. DE ANZA BOULEVARD This AGREEMENT, made and entered into this day of , 19 , by and between the CITY OF CUPERTINO, a municipal corporation of the State of California, hereinafter designated as CITY, and CUPERTINO CITY CENTER ASSOCIATES D hereinafter designated as DEVELOPER. WITNESSETH THE DEVELOPER stipulates that he has constructed a ninety-nine (99) unit Residential building on Parcel 3 of that Certain, Map filed for record in Book 550, Pages 24, 25, and 26, Santa Clara County Recorder's Office, and THE DEVELOPER agrees that Park Dedication Fees (per Section 18-1.602, et al, Municipal Code) are due on the Residential Apartment Units that are about to be completed and occupied on said Parcel 3, and that a 50o credit of such fees has been approved by the City. In addition, it is agreed that only 89 units are subject to the Park Dedication Fees. THE DEVELOPER and CITY both agree that the DEVELOPER may file a Condominium Map on the subject building and that Park Dedication Fees will be due to the CITY at that time. HOWEVER, the DEVELOPER further agrees to pay the CITY an amount calculated to be the Park Dedication Fee if the Condominium Map is not filed with the CITY within three (3) years from the date herein above.-and--the fZc ±d nt4al 4 pe eet�3M46-arr .etm 3-n--ex4--st-enee. Security for this agreement shall be from a separate bond agreement. CITY OF CUPERTINO Ar Approved as to form: a /1 F461 A 41 I :yes City Attorney ` Cit Clem DEVELOPER Cupertino City Center Associates D By: DNS Trust, Its General 'Partner By: Sanford N. Diller, Trustee ..v..r vrifIc •il.r%I4VVVLCL2L2i1V1C1V 1 NO.202 ll!!l!!!!ll!!llllJllll!lllll!!/lllllllrill./!!llllllllllllllllull!!1!!!!l!./fll!!!lllJlll!ll.0 - State of California on this 3rd da November ) ) Y of 19 86,before me, ssr County of Alameda Mary B. Jacobso the undersigned Notary Public, personally appeared 0 ` ti Evelyn D. Taylor A x personally known tome ti +,� OFFICIAL SEN, proved to me on the basis of satisfactory evidence 0 , MARY B. JACOBS to be the person(s)who executed the within Instrument as ti `1 �� NOTARYALAMWACOUNTY CALIFORNIA Attorney-In-Fact or on behalf of the corporation therein ti �r''y My Comm.Expires Jan.2. 7907 named,and acknowledged to me that the corporation executed it. l WITNESS my hand and official seal. ti ii s L r;fe---,2"--t&---Y o tio lo Signat 0 o Illll./.!,/llllllIllll!!1,/llllJllllllllllllllulllJ,/!!!'llllllllllllllllllll�./!lllllllllllll!llllll) 7120 122 NATIONAL NOTARY ASSnciaTinu . n.11110 Vnntikra aivii . on o...sa, . W•••••••Uni•rn mice.•••• • UNITED PACIFIC INSURANCE COMPANY HOME OFFICE, TACOMA, WASHINGTON , • SUBDIVISION BOND Premium $5,265.00 Bond No. U513445 KNOW ALL MEN BY THESE PRESENTS, that we Cupertino City Center Associates C, A California Limited Partnership and Cupertino City Center Associates D, A- California Limited Partnership as Principal, and UNITED PACIFIC INSURANCE COMPANY of Tacoma, Washington, a Washington Corporation, authorized to do business in the State of California , as Surety, are held and firmly bound unto Ci y of Cupertino, California as Obligee, in the - g penal sum of Three Hundred Twenty Five Thousand and No/100 Dollars ($ 325,000.00 DOLLARS, lawful money of the United States of America, for the payment of which well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, Cupertino City Center Associates C, A California Limited Partnership and Cupertino City Center Associates D, A California Limited Partnership has agreed to construct in Subdivision, in , the following improvements: Frontage Improvements, Tract Subdivision, located at N. De Anza Boulevard Cupertino, CA • NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the said Principal shall con- ' struct, or have constructed, the improvements herein described and shall save the Obligee harmless from any loss, cost or damage by reason of its failure to complete said work, then this obligation shall be null and void; other- wise to remain in full force and effect. - • Signed, sealed and dated this Third_ _ day of November 19 86 Cupertino City Center Associates C, ! ,.lifornia Limited Partnership Cupertino City Center AssociatesD A.iy:lifornia Limited Partnership ey: DNS T •— ,, general partnerFrin"Pal y: u( Sanford N.1Iil1err Trustee • UNITED CIF IC INSURANCE COMPANY By: • Evelyn D. aylor Attorney-in-Fact BDU-2320 ED.3/72 • UNIT ;ID PACIFIC INSURANUki COMPANY • HEAD OFFICE,FEDERAL WAY. WASHINGTON POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS,That the UNITED PACIFIC INSURANCE COMPANY,a corporation duly organized under the laws of the State of Washington,doss betty make,constitute and appoint EVELYN D. TAYLOR of EMERYVILLE, CALIFORNIA--- its true and lawful Attorney-in-Fact,to make,execute,seal and deliver for and on its behalf,and as its act and deed ANY AND ALL BONDS AND UNDERTAKINGS OF SURETYSHIP • and to bind the UNITED PACIFIC INSURANCE COMPANY thereby as fully and to the same extent as if such bonds and undertakings and other writings obligatory in the nature thereof were signed by an Executive Office, of the UNITED PACIFIC INSURANCE COMPANY and sealed and attested by one other of such officers,and hereby ratifies and confirms all that its said Attorney(s)-in-Fact may do in pursuance hereof. This Power of Attorney is granted under and by authority of Article VII of the By-Laws of UNITED PACIFIC INSURANCE COMPANY which became effective September 7,1978,which provisions are now in full force and effect,reading as follows. ARTICLE VII — EXECUTION OF BONDS AND UNDERTAKINGS 1. The Board of Directors,the President,the Chairman of the Board,any Senior Vice President,any Vice President or Assistant Vice President or other officer designated by the Board of Directors shall have power and authority to (a)appoint Attorneys-in-Fact and to authorize them to execute on behalf of the Company, bonds and undertakings, recognizance% contracts of indemnity and other writings obligatory in the nature thereof,and Ibl to remove any such Attorney-in-Fact at any time and revoke the power and authority given to him. 2. Attorneys-in-Fact shall have power and authority,subject to the terms and limitations of the power of attorney issued to them, to execute and deliver on behalf of the Company,bonds and undertakings,recognizances,contracts of indemnity and other writings obligatory in the nature Thereof The corporate seal is not necessary for the validity of any bonds and undertaking.,recognizances,contracts of indemnity and other writings obligatory in the nature thereof. 3. Attorneys-in-Fact shall have power and authority to execute affidavits required to be attached to bonds,recognizances,contracts of indem- nity or other conditional or obligatory undertakings and they shall also have power and authority to certify the financial statement of the Company and to copies of the By-Laws of the Company or any article or section thereof. This power of attorney is signed and sealed by facsimile under and by authority of the following Resolution adopted by the Board of Directors of UNITED PACIFIC INSURANCE COMPANY at a meeting held on the 5th day of June, 1979,at which a quorum was present,and said Resolution has not been amended or repealed: "Resolved,that the signatures of such directors and officers and the seal of the Company may be al fixed to any such power of attorney or any certificate relating thereto by facsimile,and any such power of attorney or certificate bearing such facsimile signatures or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by facsimile signatures and facsimile seal shall be valid and binding upon the Company in the future with respect to any bond or • undertaking to which it is attached." IN WITNESS WHEREOF,the UNITED PACIFIC INSURANCE COMPANY has caused these presents to be signed by its Vice President,and its corporate seal to be hereto affixed,this 18th day of April 19 83 �•� UNITED PACI IC INSURAN OMP NY Vice President STATE OF Washington COUNTY OFss. King On this 18th day of April . 19 83ersonally appeared Charles B. Schmalz to me known 10 be the Vice-President of the UNITED PACIFIC INSURANCE COMPANY, and acknowledged that he executed and attested the fore. • - going instrument and affixed the seal of said corporation thereto, and that Article VII,Section 1. 2, and 3 of the By-Laws of said Company, and the Resolution,set forth therein,are still in full force. .; % My Commission Expires: • f+...a\;. ,. .a• + /_ • /S /ad .4 July 20 .to 861;` ",? .. ' :l7. :'tic Notary Public in and for State of Washington Milton Residing at I, Charles J. Falskow , Assistant Secretary of the UNITED PACIFIC INSURANCE COMPANY,do hereby certify that the above and foregoing is a true and correct copy of a Power of Attorney executed by said UNITED PACIFIC INSURANCE COMPANY.which is still in full force and effect. IN WITNESS WHEREOF,I have hereunto set my hand and affixed the teal of said Company this 3rd day of November 19 86 Xt4{. BDU-1431 Ed. 4/80 - 3, b %� Assistant Secretary /I, e ' IT: ATEohOIC_ALIFORNIA CALIFORNIA ) ) OUNTYF SANTA CLARA ) ONovember 25 , 1986 , before me, a Notary Public, State f Cafornia, duly commissioned and sworn, personally ppearSANFORD N. DILLER, proved to me on the basis of atisfory evidence to be one of the trustees of the trust hat cuted the within instrument in its capacity as a enerapartner of the limited partnerships therein named, he pnerships that executed the within instrument, and cknowged to me that such partnerships and such trust xcutethe within instrument, as such partner, and that such artneips executed the within instrument. WESS my hand and official seal . ? Ai Notary Pu ic, State of California 3MARGO _SLS oJK NOTbiACB�CT pGF'oVlly MYComo,.&hR Co 4I) PROMETHEUS DEVELOPMENT CO., INC. • i 20300 STEVENS CREEK BOULEVARD. SUITE 100 a i"\ CUPERTINO. CALIFORNIA 05014-2210 cat 'l./ \\\ 4O8-446-0159 �9 y� ,�a p� ®g R E C E l V E HAND DELIVERED DEC 121986 December 12, 1986 PUBLIC WORKS Dorothy Cornelius City Clerk City of Cupertino 10300 Torre'Avenue Cupertino, CA 95014 Re: Application 4-U-86 Gentlemen: We herein withdraw any conditions set by our letter of December 8, 1986 as it regards the above referenced use permit application, and accept the application as it. Very truly yours, PROMETHEUS DEVELOPMENT CO., INC. Agent for Owner )A �Vlu�t Mark R. iroll Vice President MRK/cb cc: Bob Cowan Bert Viskovich -- I • RESOLUTION NO. 7007 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTIN0 APPROVING THE FINAL MAP OF TRACT NO. 7953, CITY CENTER PHASE III, SOUTHEAST; • CORNER OF STEVENS CREEK BOULEVARD AND DE ANZA BOULEVARD; DEVELOPER, PROMETHEUS DEVELOPMENT COMPANY; ACCEPTING CERTAIN EASEMENTS; AUTHORIZING SIGNING OF FINAL MAP; AUII30RIZING THE EXECUTION OF AGREEMENT IN COINECIION THEREWITH j2EAS, there has been presented to the City Council for approval and for authorization to record the final map of Tract No. 7953 located at the • southeast corner of Stevens Creek Boulevard and DeAnza Boulevard, showing certain avenues, drives, places, and roads by Prometheus Development Company; and WEAS, there has been presented to the City Council a proposed agreement for the construction of streets, curbs, and gutters, and for other improvements, and good and sufficient bonds, fees, and deposits as set forth in Exhibit "A" having been presented for the faithful performance of said work and the carrying out of said agreement; and said map, agreement, arra bonds having been approved by the City Attorney; NOW, THEREFORE, BE IT RESOLVED THAT a. Said final map of Tract No. 7953 is hereby accepted. b. The offer of dedication for roadway and for easements is hereby accepted. c. The City Engineer and the City Clerk are hereby authorized to sign said final map. d. The Mayor and the City Clerk are hereby authorized to execute the agreement herein referred to. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 15th day of December , 1986 by the following vote: r C i RESOLUTION NO. 7007 Vote Members of the City Council AYES: Johnson, Gatto, Plungy, Rogers, Sparks NOES: None ASSENT: None ABSTAIN: None APPROVED: /s/ W. Reed Sparks Mayor, City of Cupertino ATTEST: /s/ .Dorothy Cornelius City Clerk RESOLUTION NO. 7007 EXHIBIT "An SCHEDULE OF BOND, FEES, AND DEPOSITS DEVELOPMENT: Tract No. 7953, CITY CENTER PHASE III PTM3JS DEVELOPMENT COMPANY LOCATION: Southeast Corner of Stevens Creek Boulevard and DeAnza Boulevard A. Faithful Performance Boni: $325,000.00 Three Hundred Twenty-five Thousand and no/100 Dollars FRONTAGE IMPROVEMENT B. Labor and Material Bond: $325,000.00 Three Hundred Twenty-five Thousand arra no/100 Dollars FRONTAGE IMPROVEMENT C. Checking arra inspection Fee: PART A $ 19,500.00 Nineteen Thousand Five Hundred and no/100 PART L $ 8,133.00 Eight Thousand One Hundred Thirty-three arra no/100 Dollars D. Indirect City Erases: $ 2,925.00 Two Thousand Nine Hurxired and Twenty-five and no/100 Dollars E. Map Filing Fee $ 210.00 Two Hundred Ten and no/100 Dollars F. Development Maintenance Deposit: N/A G. Storm Drainage Fee: $ 29,900.00 Twenty-Nine Thousand Nine Hundred and no/100 Dollars H. One Year Power Cost: $ 324.00 Three Hundred Twenty-four and no/100 Dollars I. Street Trees: BY DEVELOPER J. Park Fee: N/A RESOLUTION NO. 7007 K. Water Main Extension Deposit N/A L. Reimbursement to City for Off-site Improvements (Per conditions of approval) . a. Signal modification @ DeAnza Blvd. & McClellan Rd. $ 54,369.00 Fifty-four Thousand Three Hundred Sixty-nine and no/100 Dollars b. Intersection Improvements DeAnza Blvd. @ McClellan Rd. $ 53,200.00 Fifty-three Thousand Two Hundred and no/100 Dollars c. Neighborhood Traffic Management Improvements $ 15,975.00 Fifteen Thousand Nine Hundred Seventy-five and no/100 Dollars d. Median @ Stevens Creek Blvd. $ 8,000.00 Eight Thousand and no/100 Dollars e. Landscaping @ Stevens Greek Blvd. Median $ 13,000.00 Thirteen Thousand and no/100 Dollars M. Off-Site Storm Drain Fee, N. DeAnza Blvd. $ 4,800.00 Four Thousand Eight Hundred and no/100 Dollars , TRACT AGREEMENT • CITY CENTER - PRASE III N. DE ANZA BOULEVARD This - EEMl ',,_ made and entered -into this of f�/,Lcit-,.iia.) , 19_,_rd by ani between the CITY OF (IJpER1L40 a a municipal boi,,.nation of the State of California, hereinafter desisted as CITY, and CUPERTINO CITY CRINTER.ASSOCIATES C AND•CUPERTINO CITY CENTER ASSOCIATES D hereinafter designated as DEVELOPER. WITNESSETH DBMS, said DEVELOPER desires to subdivide certain land within the City of Cii er-`, inn in accordance with the map heretofore filed with the City Council of the City of Cupertino, marked and designated as Tract 7953 Cupertino, rAi i fornix, hereinafter designated as.the '"Tract;" and WHEREAS, slid d man shags certain tests, drives and roads which are offered for dedication for public use; and 44BEEEAS, CL'i'Y hereby approves the impzucrezent plans and specifications prepay 'for the Tract by BIER & WRIGHT re PROJECT 86-20 , a true copy of said iqprovemnt plans aid I specifications are on file in the Office of the City Engineer of O peLtino; and WHERAS, the same are incorporated herein by reference, the same as though set out in full; NCW, THEEEKRE, said irpzoveinent plans and specifications shall be • hereinafter called the "Plans," and the work to be done under the Plans shall be called the "Work." Page 1 Y • • WHEREAS, `,rsu nt to the provisions of this AGIEEt.ENl', the C3?ly hereby established the amounts of Bonds, Fees, and Deposits as set forth in the • following schedule: • PLE SE SCEE OLE OF BONDS, kL.ts AND IMPOST'S • P,, Subdivision Bond �y/��, PART A. �a.N}tft* Pest�c u�,a ca Band: $325,000.00 " '/L THREE HUNDRED TWENTY FIVE THOUSAND AND NO/100 DOLLARS FRONTAGE IMPROVEMENT - INITIAL PL :.E E P§iZP--&r- Babor-a d--Mal.e_dal BmzY: $12-57&007(36--- THREE-HUNDRED-rwmtii-FLVnitousamraND-sompri 0ErnsFRONTAGE-- Ro Lmen- INITIAL PART C. Checking and Inspection Fee: PART A $19,500.00 NINETEEN THOUSAND FIVE NUNDRED AND No/100 DOLLARS PART L $ 8,133.00 EIGHT THOUSAND ONE HUNDRED THIRTY THREE AND NO/100 DOLLARS PART D. Indirect City &r)enses: $ 2,9'25.00 TWO THOUSAND NINE HUNDRED TWENTY FIVE AND NO/100 DOLLARS • PART E. Man Filing Fee: $ 210.00 TWO HUNDRED TEN AND NO/100 DOLLARS PART F. Development Maintenance Deposit: N/A PART G. :Stora Drainage Fee: $29,900.00 TWENTY NINE THOUSAND NINE HUNDRED AND NO/100 DOLLARS PART H. One Year Power Cost: $ 324.00 THREE HUNDRED TWENTY FOUR AND NO/100 DOLLARS PART I. Street Trees: BY DEVELOPER PART T. Park Fee: • WA,- See Exhibit "A$Tj PART K. Water Main Extension Deposit: N/A Page 2-a • SCHEDULE OF BONDS, FEES AND DEPOSITS CONTINUED • PART L. Reimbursement co City for Off—site Improvements (Per conditions of appy a. Signal mcdificacion @ DeAnza Blvd. & McClellan Rd. $54,369.00 FIFTY FOUR THOUSAND THREE HUNDRED SIXTY NINE AND NO/100 DOLLARS b. Intersection. Improvements DeAnza Blvd. @ McClellan Rd. $53,200.00 FIFTY THREE THOUSAND TWO HUNDRED AND NO/100 DOLLARS c. Neighborhood Traffic Management Improvements $15,975.00 FIFTEEN THOUSAND NINE HUNDRED SEVENTY FIVE AND NO/100 DOLLARS d. Median @ Stevens Creek Blvd. $ 8,000.00 EIGHT THOUSAND AND NO/1.00 DOLLARS e. Landscaping @ Stevens Creek Blvd. Median $13,000.00 THIRTEEN THOUSAND AND NO/100 DOLLARS PART M. Off—Site Storm Drain Fee, N: De Anza Blvd. ,$ 4,800.00 FOUR THOUSAND EIGHT HUNDRED AND NO/100 DOLLARS • • • • • Page 2—b C abed rois.... 41 V RA )V -paasanbaa sT suamArd yseo p•}ES t=ann passod aq TTrys Inome amts alio uT puoq' y -aavonos3 drm anraa pies BnoTr sanamanoadru a2rauoa; 1V` INI 7 303 x,110 aya oa anp annomt mnm1xrm ala aq oa '1131101nal aqa Fur 2113 aya Aq ,,,�... 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Cash reimbursement to the CITY for conditions of aooroval of a final map and for release of a portion of the deferred agreement recorded in Book'I406, page 36, Santa Clara County Recorder. The amounts shown in Parc L. on page 2 herein, are the amounts determined by the Director of Public Works to be the DEVELOPERS benefit share of the cost of said work specified in the City of Cupertino conditions of approval. The follow- ing CITY conditions apply: 15-TM-84 ' 4-U-86 19-TM-83 11-U-83 • 9-M-86 18-U-84 2-Z-83 However, the DEVELOPER is only completing his obligation for off-site scree; improvement conditions. Any and all other conditons not dealing with the con- scruction of public street improvements shall remain in full forced effect with- out alteration. The DEVELOPER and the CITY also agree that minor frontage land- scaping and sidewalk 'improvements are to be installed at the DEVELOPERS cost ac the time building'permits are obtained. Payment for this work shall be monthly ' progress payments -and shall be paid to City within fifteen (15) days of receipt of ?LeASE invoice. The developer further agrees that the bonds provided for security under .a Part A.1,1nrein, shall also apply to secure payment under Part L.; herein. ,�' 2. EXCAVATI@T PERM-2T It is further agreed that the DEVELOPER shall city=with Section Three of Ordinance No. 130 of the CITY by obtaining an evavation E'P'-nit fLa- the City Engineer before the c.rstmetcesent of any eccavaticrt in, on, or order the surface of any existing nr public strut, lane, a11 ey, sidewalk, or other public place. It is further agreed that the DEVEEDPER.shall notify the City Engineer of the exactdate and time when the proposed eia mv-aticn is to commence. . 3. WITC ADr_ DEAD it is further agreed that the DEVELOPER, when requested.•`"ted by the CITY, ahT11 gaitrlaif _ all his rights and interests in, and chnil grant to CITY authorization to extract water f a n the ieTgrC1ind st..Lata lying beneath uid project and DEVELOPER agrees to execute a "Quitrlaim Deed and Authorization" in favor of CSS"!, when presentedto bin for signature. 4. BONUS AND OMER SECIIRITY A. UM= the execution of this AGRM*+Frr2, the DEVELOPER shall file with the CITE a faithful performance bowl to assure his full and faithful performance of this ASD'. The penal sum of said faithful performance bond shall be the full a. L of any payment to be made under this AGREEMENT, the value of any land agreed to be dedicated, and any frprovementsittoravements the event that Avg IDLE/ELare to bebe madeb� ° , the DEVELOPER shall, in addition to curl faithful per£ante, file with the CITY a labor and grarAP INITIAL Page 4 S abea • (a .zed) Z abva ;e u?a at two; gas se quncare at isqumaarsamolorr asst Eu-cssaoozd og aTgeooTie asuafora qthaaTpur 'Sled sal go uoignoaoca oq .oTzd 'ASID 04 Led TTells maonsa gvg4 reazbe .zatpa4T sT gI S3SD AMC =GB= •9 . •;ce at g 3Tnsaz a se f nrn pue amp ums TeuoTltp JV due 3o 2i3d 7 d3Tgou ileus 3aaurfug dqp aq4 'Fa4eTnaTep sT uns pies tp-rgz tom' eavarlqsa a',tq IDMS ATTeraa UZ dzee qs O vonarsaco Wr S • (D lied) z abed qv urazatj tjgzo; as se qunome aqg IMEW=D'd stgl go uor nada .otsd 'map %PTA Pal?soaaP ane4 TTS 233&OT3l130 ;2q4 rUa 'qOaEaxd.L, es ggPi ucf ataico 'tri AT•T"f dq PAF '•oqa 'thp .tp 3sz 'uo? perr 303 sastta&ca goazjp bzessd'.rau Tie Pae due Led Livqs K3dOT;3A30 gngq paazba 2-ampang ST noirsasar W W1D38! •9 • ' •TTT eqg tiWTP Pa4TSodaP L s due to C':ed aq L Le45 q aguT ' og •3 • ITT0u0004K4TDaq4 30 Tywnznde =du qday aP M aq L Leo !4TspdaP 3o aq2=.4!.lzea 30: ':,.M4.) 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BKINiENAN, OF WORK VII • CITY OF CUPERTINO NITIAL It is further igreed that the BEifE£GEER shall maintain i n For a period of one (1) year after aaceptanca of the Work WthebrkA. CiCouncil of the- City of Cupertino, or B. Until all deficiencies in the Work are corrected to conform to the Plans and the CLT standards and rL Ase specifications for the Work, whichever is' the later to CUPERTINO shall, °�>z. Zhe CITY OF I(I without written notice thereof, immediately repair or PL , st ` �J entfse �satfsfaction Of said obligation to the DEYECAPcR and to the �' INITIAL CITY, all defects and inperfecticn.s aris Wotk.of ' or due to faulty workmanship and/or materials appeari' in �/' INITIAL 14. SANITARY DISTRICT It is further agreed that the DEVELOPER Ghali file with any, upon execution of this Air, a letter from the Cupertino Sanitary District stating that the DEVELOPER has entered into a separate AGREEMENT with the said District to install sanitary sewers to serve all lots within said the and stating that a bond to insure full and faithful performance construction of:the said sanitaryof said sanitary sewer in ocrUkna nice and to Insure maintenance of Paragraph 13 above has been filed. Previsions as set forth in • 15. BUSINESS AND PROFES,SIONS.CODE It is further aqreed that DEVELOPER shall file with Crrr, upon .exeaition of this AGREEMENT, substantial evide . that all provisions of Section 11603, Article 8, Chapter 4 of the Business and Professions Code, I pertaining to special assessments on bonds, have been complied with. 16. CENTRAL FIRE DIEZRICL' • is e furth+ r agreed that the u v zoPER shall file with the CITY upon executionhis , a letter from the Central Fire Protection District of - Santa Clara County, stating that the DEVELOPERbas enteral • into _ I.t with said District to install fire hych-ants to serve • Project said Protract nd stating that ail, nec�ssary fees have been deposited with tohydrants. insure installation and five (5) year rental fee of said • 17. Slur ISGni= - P.G.and E. RAZE SCENE SBALL APPLY. It is CITY OF CUPERTINO Pi.-fist installation oftelectric agreed power that the DL�LOPIIt shall apply for the possible. for street lighting at the earliest date I J�j 18. PACIFIC GAS AND EIECERIC/PACTETC BELL INITIAL It • eIi s further agreed that the UEVE CON shall pay to Pacific Gas and Electric Company and/or to PACIFIC HELL any and all fees required for installationstaor overhead and,/or undergroundwiring circuits to Bets within said propertyall • nrrinr�r.,...it� property 1 aLld any and all fees required tori for h ied y as provided in Ordinance No. 331 of arty when DEVELOPER is by either the City Engineer or the Pacific Gas and Electric and/or PACIFIC Mit that said fees are due andPLegS_ shall not occur prior to the issuance of a buildingpayable. This notice ///1 that time, the utility substructure installed undrpthhistagreemenon the trshallnremmaainl the property of the Developer. 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DE ANZA BOULEVARD This AGREEMENT, made and entered into this day of , 19 , by and between the CITY OF CUPERTINO, a municipal corporation of the State of California, hereinafter designated as CITY, and CUPERTINO CITY CENTER ASSOCIATES D hereinafter designated as DEVELOPER. IW I T N E S SET H THE DEVELOPER stipulates that he has constructed a ninety-nine (99) unit Residential building on Parcel 3 of that Certain Map filed for record in Book 550, Pages 24, 25, and 26, Santa Clara County Recorder's Office, and THE DEVELOPER agrees that Park Dedication Fees (per Section 18-1.602, et al, Municipal Code) are due on the Residential Apartment Units that are about to be completed and occupied on said Parcel 3, and that a 50o credit of such fees has been approved by the City. In addition, it is agreed that only 89 units are subject to the Park Dedication Fees. THE DEVELOPER and CITY both agree that the DEVELOPER may file a Condominium Map on the subject building and that Park Dedication Fees will be due to the CITY at that time. HOWEVER, the DEVELOPER further agrees to pay the CITY an amount calculated to be the Park Dedication Fee if the Condominium Map is not filed with the CITY within three (3) years from the date herein above.-and-the -Res-itent-ia3--Apar-tmUnirte-e-r"e-X34.4-4. -.ex4.etenee.. Security for this agreement shall be from a separate bond agreement. CITY OF CUPERTINO Approved as to form: i r it Mayor 4011111! i et,s,Ht City Attornfeyy ` City Clerk DEVELOPER Cupertino City Center Associates D By: DNS Trust, Its General 'Partner By: Sanford N. Diller, Trustee CITY OF CUPERTINO: Approved as to form: 41$1140.t 1_ : Mayor , City Attorney • Ci Clerk Pr .DEVEIA•r e: 4 1 / A Cupertino City Center Associates C, D By: DNS Trust, its General Partner By: Sanford N. Diller, as Trustee • • Notary Acknowledgment Required:. • • (Rev.3-1986) Page 10 ti . STATE OF CALIFORNIA ) COUNTY OF SANTA CLARA ) 'On December 5./ 1986 , before me, the undersigned Notary Public; personally appeared SANFORD N. DILLER,, proved to me on the basis of satisfactory evidence,, to be the person who • ' executed the within instrument as Trustee of the DNS Trust , the general .partner of ,Cupertino City Center Associates C and D, a' limited partnership, the partnership. that executed the within instrument, and. acknowledged to me that such trust executed . the within instrument and that such partnership • executed the within instrument as such partner. . • WITNESS my hand a official se. l . 1 �. 4P,. OBFf _ _' .,, ��se,�y-�-'; Notary P�,lic, State of California ' jT N M RRriBRCi CAIA.IUOflN1A e -yt�``� MY Cann Oway } • • • • RESOLUTION NO. 7119 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO AUTHORIZING EXECUTION OF RESCISSION OF DEFERRED AGREEMENT BETWEEN THE CITY AND CUPERTINO CITY CENTER ASSOCIATES A, C & D; EAST OF SOUTH DE ANZA BCOTEVARD AND SOUTH OF STEVENS CREEK BOULEVARD WHEREAS, the City of Cupertino and Cupertino City Centel-AAssociates A, C, & D, has previously entered into an agreement for-Abe installation of municipal improvements on a deferred basis at the southeast corner of Stevens Creek Boulevard and South DeAnza Boulevard; and. WHEREAS, the improvement requirements of the aforementioned deferred agreement have now been incorporated in a new development agreement approved by the City Council at its meeting of December 15, 1986; NOW, THEREFORE, BE 1T RESOLVED that the City Council of the City of Cupertino hereby releases and rescinds all obligations of the aforementioned deferred agreement and authorizes the Mayor and the City Clerk to execute the rescission agreement and record said rescission agreement with the Santa Clara County Recorder. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 30th day of March , 1987 by the following vote: Vote Members of the City Council AYES: Gatto, Plungy, Rogers, Sparks NOES: None ABSENT: Johnson ABSTAIN: None ATTEST: APPROVED: /s/ Dorothy Cornelius /s/ W. Reed Sparks City Clerk Mayor, City of Cupertino l 74( Ci tis Citi of Cupertino • •10300 Torre Avenue - - - P.O.Box 580 Cupertino, California 95014 • - ' Cupertino,.California 95015 • Telephone: (408)252-4505 OFFICE OF THE CITY CLERK • May 5, 1986 Mark R. Kroll Cupertino City Center Associates - 20300 Stevens Creek Boulevard, Suite 100 Cupertino, CA 95014 • CITY COUNCIL ACTION • This will confirm the action by the City Council at their meeting of April 8, 1986 at which your Application 4-U-86 was approved per the following findings and conditions: SECTION I: FINDINGS WHEREAS, the Planning Commission of the City of Cupertino received an application for a Use Permit, as described on Page 2 of this Resolution; and WHEREAS, the applicant(s) has met the burden.ofa-proof required to support said application; and WHEREAS, the Planning Commission finds that the application meets the following requirements: a) That the use or uzci are in conformance with the General Plan of the City of Cupertino, and are not detrimental to existing uses or to ucc-, specifically permitted ix: the zone in which the proposed use is to be located. • b) That the property involved is adequate in size and shape to accommodate the proposed use. c) That the proposed use will not generate a level of traffic over and beyond that of the capacity of the existing street system. d) That the proposed use is otherwise not detrimental to the health, safety, peace, morals and general welfare of persons residing or working in the neighborhood of such proposed use, nor injurious to property arid improvements in the neighborhood. • NOW, T EREEDRE, BE IT RESOLVED: That after careful consideration of maps, facts, exhibits, testimony . and other evidence submitted in this matter, the- application for Use Permit is hereby recommended for approval, subject to the conditions which are enumerated in this Resolution beginning on Page 2 thereof; and BE IT FURDM RESOLVED: • That the subconclusions upon which the findings and conditions specified in this Resolution are based are contained in the Public Hearing record concerning Application 4U-86, as set forth on Pages 6 through 11 of the Minutes of the Planning Commission Meeting of March 24, 1986, and are incorporated by reference as though fully set forth herein. SECTION II: APPLICATION DESCRIPTION Application: 4-U-86 Applicant: Cuperti.rio City Center Associates Property Owner: Cupertino City Center Associates Location: Southeast corner of DeAnza Boulevard and Stevens Creek Boulevard SECTION III: CONDITIONS ADMINISTERED BY THE PUBIIC WORKS DEPAR MENT 1. &LRE a' IMPROVEMENTS & DEDICATION Street widenipg, improvements, and dedications shall be in accordance with City Standards and specifications and as required by the City Engineer. 2. CURB, GUTTER & SIDEWALK Curbs, gutters, sidewalks and structures shall be installed to grades and to be constructed in accordance with standards specified by the City Engineer. 3. LIGHTING Street lighting shall be installed and shall be as approved by the City Engineer. On-street lighting shall be as required by -2- the Architectural and Site Approval Committee and ordinances and regulations of the City. All on and off-site lighting shall be designed to in no way interfere with adjacent areas and shall be no higher than the maximum height permitted by the zone in which the property is located. 4. FIRE HYDRANTS Fire hydrants shall be located as required by the City. 5. TRAFFIC CONTROL SIGNS Traffic control signs will be placed at locations to be specified by the City. 6. SPREEr TREES Street trees will be planted in the public right-of-way and shall be of a type approved by the City in accordance with Ordinance No. 125. 7. GRADING Grading shall be as approved and required by the City Engineer in accordance with Ordinance No. 214(a) . 8. DRAINAGE • Drainage shall be to the satisfaction of the City Engineer. All developments other than RI, R2, and R3 zoning shall be served by on-site storm drainage facilities connected to the City storm drainage system. If City storm drains are not available, drainage facilities shall be installed to the satisfaction of the City Engineer. 9. UNDERGROUND UTILI 'IES The applicant shall be responsible for complying with the requirements of the Underground Utility Ordinance No. 331 and other related ordinances and regulations of the City of Cupertino, and shall make the nPressary arrangements with the utility companies involved for the installation of said facilities. The applicant shall submit a detailed plan showing utility underground provisions. (This plan must have prior approval of the utility companies and the City Engineer.) -3- 10. TRAFFIC SYSTEM IMPROVEMENTS The following traffic system improvements and regulations are required to accommodate development of the project site. The applicant shall participate in his proportionate share financially in the cost of the installation of the improvements listed below. Reimbursement of said costs by other benefited property owners shall be based upon a benefit formula established by the City Council. a) The applicant shall participate in his proportionate share in the funding for a traffic signal for Torre Avenue and Stevens Creek Boulevard. The design of the traffic signal signal shall limit Vista Drive turning movements to right turn-in and right turn-out. - b) The applicant shall participate in his proportionate share in the modification of the signal and potential realignment of the intersection of McClellan Road and De Anza Boulevard and Pacifica Avenue. The signal modification and realignment as approved shall be completed prior to issuance of occupancy permit of Buildings 3 and 4. c) The applicant scall participate in his proportionate share in the installafidn of a traffic management improvement to eliminate or restrict Town Center traffic from penetrating adjoining residential neighborhoods. Traffic management systems may include all, part or additional traffic mitigation improvements as described on Page 26 and Figure 10 of the trafficezioport prepared for Town Center entitled "Traffic Analysis: Cupertino City Center: dated May 23, 1983 and as updated on March 6, 1986..,,The .decision to install various improvements, their design and timing of installation shall be determined by the City Council following a public hearing. Reimbursement for the cost of said improvements by other benefited property owners shall be based upon a benefit formula established by the Director of Public Works and approved by the City Council. The applicant shall receive a cost estimate from staff within 30-45 days from date of use permit approval. SECTION IV: C NDITIONS ADMINISTERED BY THE PLANNING DEPARTMENr 11. APPROVED SITE PLAN The location of all buildings, fences, roadways, parking areas, landscaping and other facilities or features shall be as shown on the site plan submitted, except or unless indicated otherwise herein. -4- • -s- uons 3I •upid paspAaz etig uo abuego aq4 Arggzao AEU =warm eqq. 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Bons 'paptmoafizaptm zo 'buideospupT pup buToua3 ug?M Pauses ecj TTS szauuogsuezg euogdeTeg Pue TeoTagoeta DNIN2aaDS 13214HQ±iSNVaL •ST •gpuzed burPTFnq e 30 eouenssT egg og zoTzd Pagnzexe eq TTegs guamseabp Apps *ea; AgTITgn pmaxSzePtut Pue 'ee3 ujeap =sags 'sae; uopoedsu- pup ail s og PagToTT you gnq buTPnToUT 'saa3 Azesseoeu 3o guauzAed ao3 butpTAozd outgzedno 3o AgTO egg glTM guataazbe gueecloreAap P ogut zagua og p aTnbaa aq nags Pie upTd gold pehozdde uo utaogs se agFs egg buTgaTdumo zo3 eigtsuodsaz eq nags gueonTdde eui SNIEWERHDV J&2MiOIIA2Q •6T • egTmaed bu?pTFnq e 3o eounnss- og zoTad TFouno0 AgTO pup aaggpuzoo TenaaddY agFS pup TezngoagFgsaa eti} Aq pancadde aq TTegs 'sazrs pup sTEFzageut we'd 3o uo;goaTas 'guaurabupzze og pageTaz 'supTd butdeospupT renegac �., . •ueTd egTsro uziot;s se pauregu;Eu ac{ TTpgs seaae bundeospue: SNId'c93Nv1 •CT • •peaagTe ATTeTguegsgns axe s?AT2p ssaooe ao/pue suoigeAaTa epeab tis?ut3 Teur3 ate} 3i gua1 Iaute ilaounu„ E ETA ueid egTs pasTAaz E gluons Timis gueoTTdde au pep bupzed epeab-roiaq pinnas a lonnatoo Amu guEoTTdde eqi „•zagua0 AgTO oil-paedt.° zo3 Apngs buTxxed Pa-TEt4S„ PeTnn '0uI 'segETDossV uueugpsV uogzeg Aq Pezedeid '9861 'ZT t404E14 peep gzodex egg uT peTTegap SP paPTAozd eq TTEgs'bunlzpd SN1HaVd •Z1 • • approval is withheld, the applicant may appeal to the Planning Commission. If the changes are material, the Director shall submit said changes to the Planning Commission for approval. If the change is denied by the Planning Commission, the applicant may appeal to the City Council as provided in Ordinance 652 of the City of Cupertino. If the change is approved, an appeal my be made by an interested party. Further, any member of the City Council may request a hearing before the City Council, said • request to be made within ten (10) days from.the date of approval • - when the change has been approved by the Planning Commission. 18. FIRE SUPPRESSION The applicant shall provide the following equipment and design features relative to fire suppression. The equipment and design features shall be approved by the City after consultation with the Central Fire District: A) Tool caches shall be located as directed by the City in consultation with the Central Fire District Tools and storage racks shall be acquired by the applicant. B) The City staff, following consultation with Central Fire District personnel, shall determine whether emergency radio communications can be maintained throughout each structure. If said study determines that radio communications cannot be satisfactorily established, a radio amplification system shall be installed prior to issuance of occupancy permit. C) A fire control room should be located within an outside entrance. This room shall be furnished and equipped as required by Chapter 18 of the Uniform Building Code. D) A Knox Box system shall be required.to store essential keys. E) An electrical distribution system shall be provided in a stairway within each building with outlets at each larding that will be compatible with Central Fire District emergency equipment. F) The applicant shall contribute up to a maximum of $150,000 (not to exceed one-third of the cost) towards the purchase of an aerial ladder truck. The intent of the condition is to require applicants fro high-rise structures to fund extraordinary equipment needed to suppress high-rise fires. The acquisition agreement shall be approved by the City Council. In addition to the foregoing measures, the applicant shall consult with the City and the Central Fire District to ascertain and execute any changes necessary in the site's internal circulation system in order to improve fire equipment arrPss to buildings and public spaces. -6- 19. SECURITY PLAN • "Prior to application for building permits for the approved • hotel/office project, the applicant shall prepare a security plan for the complex, in consultation with the Santa Clara County Sheriff's Department. 20. RECIPROCAL ACCESS AGREFSENFPS Prior to issuance of building permits, the applicant shall prepare and record a covenant, acceptable in form and content to ' the City Attorney, obligating existing and future property owners to provide reciprocal ingress/egress easements between adjoining parcels. The easement documents shall be placed in escrow and recorded at no cost to the city simultaneously with any transfer of ownership. 21. PARK AREA DESIGNATION The "Park" area designated on Exhibit C-1 1st Revision (the total area bounded by private streets and public sidewalks) shall be owned and maintained by the applicant and made available for public use. The applicant shall add a Covenant to the project CC ._ and Rs, which name the City as a Third Party Beneficiary, giving It — - the City approval authority over the construction of strictures (other than typical park furniture and equipment) within the "Park" area. The CC and R shall be approved by the City Attorney prior to recordation. 22. LANDSCAPE REVIEW - - Prior to application for building permits, the applicant shall submit a comprehensive landscaping planting and irrigation plan for all exterior landscape areas included with the office/hotel complex. Said landscape/irrigation plan shall be subject to formal review and approval by the Architectural and site Approval Committee. The landscaped setback area separating the westerly surface parking lot for DeAnza Boulevard shall be a minimum, of 25 feet mesured from curb. A "parkway" sidewalk section shall be used consisting of 10 feet of planting area next to the curb, a five foot sidewalk, and 10 feet of planting area next to the parking surface. 23. SIGN PROGRAM Sign program information submitted on Exhibits F 1st Rev, 1-1 1st Rev, F-2 1st Rev and F-3 1st Rev is not approved, and shall be referred to the Architectural and Site Approval Committee for formal sign program review. -7- 24. PERMITTED USES Approval is granted to construct a 240 room hotel with ancillary • ' spaceand 340,000 sq. ft. of office/commercial space. The applicant shall provide aminimum of 50,000 square feet of commercial uses within the City Center development, as required in Condition 16,of 2-Z-83. The commercial component may be provided whole or in part within the subject development. If not provided at this time, the uncomnited commercial shall be designated for a subsequent phase of the City Center development, and the office ccnponent approved herein reduced by a commensurate amount. The applicant is given credit for 8,000 square feet of commercial use provided in the approved hotel. Additionally, commercial uses may include professional and financial offices, as permitted in the CG zoning district. 25. CAR POOL/VAN POOL AGREEMENT The applicant or successor in interest shall record a covenant agreeing to join a van pool/car pool program to be established by the City of Cupertino. Said covenant may, at the City's option include provisions reqiiringShe applicant or successor in interest to provide, by leace or purchase, up to one twelve 12 passenger van. Provision of said van is to be contingent upon the • success of the private program, success being defined as searing a-paid driver and sufficient paying passengers to defray the cost of acquiring and operating the vehicle. 26. BICYCLE PARKING The applicant is obligated to install one secured bicycle locking facility (bicycle locker) for every 6,500 square feet of office building area. The applicant may defer the installation of one half of the required number of lockers pending a future study of the rate of use for the initially installed lockers. The study shall be initiated (and funded by the applicant or subsequent owner) if the City determines via a complaint or observation that there is a deficiency in the number of bicycle lockers. A covenant shall be recorded following approval by the City Attorney which informs a subsequent owners of interest of the bicycle locker obligation. 27. In order to meet the requirements of Condition 32 of Application 2-Z-83 which was previously approved, the applicant and the City have agreed and determined that the applicant shall pay the sum of $2.00 per square foot of building area for every square foot. of office construction exceeding 339,000 sq. ft. within the zoning boundary. • • -8- • A total of 639,000 sq. ft. of office and commercial floor area was approvedwithin the zoning boundary via Application 2-Z-83 . .and 300,000 sq: ft. has been approved via use permits 11-U-83 and 18-U-84. Based upon the above agreements and previous use permit • approvals, 301,000 sq. ft. of the remaining 340,000 sq. ft. of ' space proposed by the subject use permit is subject to the agreed upon $2.00 per sq. ft. payment. This amount may be used for street widening, van pooling, and/or other measures which will mitigate potential development impact associated with the approval of this_use permit. Sincerely, EM MY •.r+ i " S _ CITY CLERK rw encl. cc: Department of Planning and Development Prometheus Development 10080 N. Wolfe Road Cupertino, CA 95014 Frizzell Hill Moorhouse 170 Maiden Lane _ San Francisco, CA 94108 Bill McBee Cupertino Sanitary District • 20065 Stevens Creek Boulevard Cupertino, CA 95014 -9- AGREED AND ACCEPTED: Cupertino City Center Associates "C" and "D' By: DNS TrUst ,__ . By: .fl or _N. Diller, Trustee / lab Is f Date: / ) 2- V PROMETHEUS DEVELOPMENT CO., INC. 20300 STEVENS CREEK BOULEVARD, SUITE 100 CUPL$TINO, CALIFORNIA 08014-2210 408-446-0157 December 8, 1986 Mr. Bert Viskovich Director of Public Works City of Cupertino 10300 Torre Avenue Cupertino, California 95014 Re: Tract Agreement, Phase III Cupertino City Center Dear Bert: Please find enclosed notarized copies of the Tract Agreement for Phase III of Cupertino City Center and a Tract Agreement covering park dedication fees for Phase II. Pursuant to our agreement, the Tract Agreement for Phase III will be recorded when the Tract Map (7953) is recorded. Thank you for your attention to the above. Very truly yours, PROMETHEUS DEVELOPMENT CO., INC. Agent for Owner iNIR Mark R. Kroll Vice President MRK/cb • enclosure cc: Dorothy Cornelius (w/enclosure) 1 TRACT AGREEMrNT 1 CITY CENTER - PHASE III N. DE ANZA BOULEVARD This ;.. made and entered into this of day , 19 , by and between the CTTY OF alPanlo, a municipal costa.mation of r the State of California, hereinafter ' � dvignated as CITY, and CUPERTINO CITY CENTER ASSOCIATES C AND.CUPERTINO CITY ' CENTER ASSOCIATES D 'hereinafter..� designated as DEVELoPF4. W I T N E S S E T H wa-REAS, said DEVELOPER desires to subdivide certain larxj within the City of Ctmettino in accordance with the map heretofore filed with the City Cauncil of the City of Cupertino, mated and designated as Tract 7953 Cuperti no, caj foinia, hereinafter designated as.the "Tract;" and WF$2EAS, said map shows certain its, drives and rads whici are offered for dedication for public use; and • TalERE1S! CITY hereby =proves' the improvement plans and specifications prepared Tor the Tract by BIER & WRIGHT PROJECT 86-20 , a true copy of said imraweuupnt plates and I specifications are on file in the Office or the • Cipertino; aid city weer of WHMEA.S, the same are incorporated herein by reference, the same as thought set art in full; . . cw' , said Ott plans and specifications cations shall be . hereinafter wed the "Plans,"• , and the watt to be done under the Plans shall be called the "Work." Page 1 r_Z are; V/N :4Isoda2 ti TSU -4x3 uTeR aM •a rava V/N • ma'3 d 'I` SH'dd 33d013A3Q AU :elm 49applS 'I ZaFd 00'7ZE t SflflOO UV V 211103 XIN3MI Q H a33gI 'acJ aa/4p/ 2aaz DUo •g am! M7701100'006'6M7701100I/ON OW 03RQ� 3NIA ONVSIIOHI 3JIIN alt3AI :aa3 afreuTeaci =cgS '9 am/a • V/H •;Tsodaa aoututram ;ua eo 'g WA3 • QO'OiZ t � SEVTZ0Q 00T/OH ONY R3.1O • S , ' 3 TCF3 ci2yI a OMI aVa • COQ 00T/OH ONV 3AI3 � 12311=3r12311=3 3NIN ONVSIIOHI OMS 00'SZ511 t 00'EEi'B tS ZRVdOU OT/ON (INV 3331S x xt ONAH 3N0 OBNO;parruI Q d NYSAOHI SI�I3 UV(' 00T/ON ONY aa8Q�N 3AI3 ONVSOOHI N33I H 00'003'6It p I2IY :aaa nom`02 Fie &rq a .3 zaza -33VyNgg3_=_=_5330309.007/n ,y_amESA0HL3AI3_ lbltlNl .Lilr� - qz1--.41-3 H3 all -� - yri�%IiT-3p�g��. aI 3,Z 3OYSH033 S2iV170p OOi/ON cm ONYSAOAS 3AI3 x 00'000`SZES :{ 3Sb37_ IN3KS mum! 33NHS MIMI A02id SIZaXGR QHY 5333 'Salta 30puog gt srA � lir �3Yd � s7S ?$Vvld j • ur y�zoa gem seswtstidaQ ..y�3alp 'at,� &rrraROa e go Aciartall A/ID at4 ' ao T T'o d co. gUensand , 1.M SCHEDULE OF BONDS, FEES AND DEPOSITS CONTINUED PART L. Reimbursement to City for Off—site Improvements (Per conditions of apprc a. Signal mcdificacion @ DeAnza Blvd. & McClellan Rd. $54,369.00 FIFTY FOUR THOUSAND THREE HUNDRED. SIXTY NINE AND NO/100 DOLLARS b, Intersection Improvements DeAnza Blvd. @ McClellan Rd. $53,200.00 FIFTY THREE THOUSAND TWO HUNDRED AND NO/100 DOLLARS c. Neighborhood Traffic Management Improvements $15,975.00 FIFTEEN THOUSAND NINE HUNDRED SEVENTY FIVE AND NO/100 DOLLARS d. Median @ Stevens Creek Blvd. $ 8,000.00 EIGHT THOUSAND AND NO/100 DOLLARS e. Landscaping @ Stevens Creek Blvd. Median $13,000.00 THIRTEEN THOUSAND AND NO/100 DOLLARS • PART H. Off—Site Storm Drain Fee, N. De Anza Blvd. .$ 4,800.00 FOUR THOUSAND EIGHT HUNDRED AND-NO/100 DOLLARS • • :r • Page 2—b 44 Q•"I C 0q SEj C": u .Ipli ` 0 „: COal9 14 Vi n:Uitot2{ B .21 uaruuug i . . 701 14114 ' llg . 541011 W .-117 V 1-414 61 .L1 3 • NC O N O V , . to N L] au U OX OVXM0 a 44 SC .1 tit 17414tbip A n . . �yy�j y� (� dna' hi 11..°. "qs" O M • ' 14 .b V pIgIr 111 6 'U O , L 0. � Y tl .; dB 1!1$ 101 ‘ -I 3 lig 4.1 2��QQ401011 "I ' Ag t H • II q .0 v 9 u u • g— O u • b mu 43..4 .- gr A g78 OW 2 . M VNgN 144 41 '. 4gi i+ M1 . ' i+ u. 0 0 i+ O V .tl 4 6 O. N • �-1 C •.y U +�+1 y ��111 33tt118 gut, Ito v kit g �tyP 0 �' ' N �1• L ot 3b w Oil �� PB oB ~ Y 1L N q�iti �" ��}}} uis ' t1 id ' u u° 111-re Pa 60 N w u 41 0 1P4 AI Ha 2 e As to q N .,�{{ , U U q u AMU j 41 . . 30 e = 11 Nm .0..I .0 U 0 [7 {�,1 % O : flrj • FI w *Iv l� .. . y� ylya+l 'p-�. t��I yy' ,1yQJ lidllhh • • E. • ,p 0f] H 11th•3 . •�' Q • • • �` W J . wi JCa.y Q Q Q F•; z • E. Cash reimbursement to the CITY for conditions of aooroval of a final map and for release of r portion of the deferred agreement recorded in Book'I406, page 36, Santa Clara County Recorder. The amounts shown in Part L. on page 2 herein, are the amounts determined by the Director of Public Works to be the DEVELOPERS benefit share of the cost of • said work specified in the City of Cupertino conditions of approval. The follow- ing CITY conditions apply: 15-1M-84 4-11-86 19-TM-83 11-U-83 9-TM-86 18-U-84 2-Z-83 However, the DEVELOPER is only completing his obligation for off-site street improvement conditions. Any and all other conditons not dealing with the con- . scruction of public street improvements shall remain in full forced effect with- out alteration. The DEVELOPER and the CITY also agree that minor frontage land- scaping and sidewalk'improvements are co be installed at the DEVELOPERS cost ac the time building'permits are obtained. Payment for this work shall be monthly progress payments -and shall be paid to City within fifteen (15) days of receipt of lase invoice. ' • INITIAL 2. EXCAVATION P l= It is further agreed that the DEVETAPER ehal1 aamly:with Section Three of OzdinaTMp No. 130 of the Cl3'Y by obtaining an elaavation ro,m i t trout' the City Engineer before the o rmeno t of any e:ccavatiact in, on, or under the surface of any existing public street, lane, 'alley, side'.ralk_,_ or other public place. It is further agreed that the u.vvaDPER.shali notify( the City Engineer of the exact data and time when the proposed excavation is to deuce. :1 3. cnrtrT .111 EIEED It is furtl er agreed that the DEVELOPER,OPER, when rued by the cm, shall gitrlaim an. his rights and interests in, and shall grant to CLTY authrmizafion to extract water from the underground strata lying beneath said project and DEVELOPER agrees to create a "( zitrlaim Deed and Authorization" in favor of CITY, when presented to him for signature. 4. BONES AND OTHER SECURITY A. Upon the exeaztion of this AGR ear, the DEVELOPER shall file with the CITY a faithful performance bond to assure his full. and faithful performance of this AC T. The penal sum of said faithful performance bond shall be the full oast of . any payment to be made tinder this AG EEMMT, the value of any land agreed to be dedicated, and any improvements to be made �V ° In the event that PLE St improvements are to be made�� the DEVELOPER shall, in addition to said faithful perfcatance,. file with the =CY a labor and INITIAL • . Page 4 abed • - (a .red) z abed qv uraa-aq snap; ;as se gua=rs aria 's ..ama.c cterr asasi3 bzrssazoad o3 atertar a asttamla iaz}p�r1 ' STIP go uoproata b � 03 zo;zd 'xi ori Atd 1-reqs maamAga sr 4I • SSISIZEOCEE S ffita ,9 goaza43oaaagq ;tnsaz Y se furan rue anprs teooT4TPpe Sue go Ma:Mt a-,-3Aalmou a i 13 aaau[& d4T a43 Pa4EtnDrea sT torts Pres tp rpy ffi$4 a3 r sa tteTnffi dzen gsoo tttpnnSu ptnogS • (.7 4312a) z abed gE urasag tamp; gas Se gt= mR3 ' sTq4 3o tm•L400exa zorzd ' ziLID g4TliPeq• t imam aAE4 llei. 2�dCflr3u leg; Poe 'q.m o d Pres cn trod dzessa,�oAqgi12 r Sedue peaunopaa �' io 'uot z,adstzr ' qup; sa�ca atm L Lem 212racrmaa 8243 Peazbe FetParig sr g2 333 2ID23J3dSt}I OR? £Z D3ED 'S eq4 t 4Tas P F 5 P -yes Are tm PTYd ag Ite4s 4saaaguy • ox 7.72D go agti ,. � ; kL p a�43 3o T2Ao de mina op= aq I. '4Tsodap - �+ ;T p I:pea PDQ dgaass 3o' aseataz ON t pper4Ts ;o,spaam d a4. xt 4t oaz nap aga. 'paxyn -aq s x 'saws aaaomfaur Su ue -to otWei go Po12oT412aLPeP due . o 'guawWI=Yd Sue axori zo ereoed AtITO744 'Liege �rrrrrnaet4gei Poem aq41 sqUeowbco SEtr4Tm MID aqa Peqsttm3 b3dOIIAa7 eq4 PSI Paamtuaz uaaq aneq Prom Wan 04 guaten'rtsoa ata eq Tittle zoe,�Ta t f• d47o aq4 Ai YubFseP se a4 LLe4b 3FL�� Io znac'.x strr aim S 'qs) PTes go gzanme as/ -, ao fro 66499 uo r ss Kra. guamotaoD go sou - (a) etn Eanaam wire= =o guamnrrsur a0 'gtsDdap go a412>wT4sao •t . '.21=0 ounracirc. )aapxo-ata 03 ae,e aaaco PaTd?4-aa Y s o fltgseo y tg -z 'ao st;seJ •T sTRz azts7as ori :pale Atm :.t agg tpm £UflTsarap dq 23dOZ3Aga atm 'wog dg3m's E go naTT u2 •g aas? 3 smarm/13o agg . o; 2J ati3 -op os o3 tu0=sad o3 k aats ate-tm p''r ° ao ALN Site ao 'Poet 3o tmnn TIED Timis uaiz& eqg pajtwbaa ura-ag sally-ter =o suoTqTpuco Poe Taueuasicolaqa =grad z° quamAYd Sue to em cq ao _ x y sic; . a4'3 41243 Wane eq4 u2 •da;.a�Sins 0 sse03 etsr1cArrog123 D tt.Aq 2=,dOI a 7 03 se datrao34y k13 ati3 dq Pantadde aq pe�TJ aq3 .oq pm tat; uT ssaorsnq dgaa>s E axns =o 4343, at73 �� pies a3 PeTLao'ggTlE duec�� d4axtLS Y dQ pa3tnaxa pyres lgxnrme zaetrr&13 'i4To aria sq PeraeuE sapr' se aq ttegs spsmq . aogei Tit 3o auamited aa�sse 03 aagtnba � p sr ec 7. NAP Man FM* to It is furtheher agreed that the DEVE OPE1 shall deposit with QTY,. prior AGREEMENT, for office them of final.rnap a fieldOrdinance2iirg 47 (Revised I s) n Q ce with Section 4:lo herein at Page 2 (Part E) . TYthe arm= as set forth B. DEVEIDFMENr MAINIiNCE pgpTT It is further age that .the mop shall pay to the QTY, prior to execution of this ACREEESENT, the arrant set forth herein at Page 2 (Pant F) as a development.maintena...._ demo. sit to insureproper cleaning n IDd ngthe g utilized or cd. The `evelo�t maise and art of ormay due utilised to ise for iof defects and imperfections arising r ayk faulty' ship and/or Vials anpeari 7 in said Should the during the period release of the in�overeat bonds by the QTY. santtacticn of the CITY•� remitted will berepairs to the entire release of the improvement bonds. unused balance wi]1 be returned after the 9. =EH AT cz FEE It is further agreed Oto erea�xtio[i of thist the DEVEIO a shall de ait eth the e i with said a s drainage charge is heserein ed in Resolution 44447,2 March 21,accordain a�tmt with the a,it o Page 2 (Part G) . set forth 10. cue tem awnOosr It is farther agreed that the exeaxtion hot this AG H•, the. am �VECOPER �_� �n a�t2 (Part' H);'which amount rent. at ent. the power for street lights for one 11. aSrar alar OF SII<ter rams • It is further agreed that the DEVELOPEQ shall,: at such time as deemed appropriate y,,� CityEngineer, the staida,-�yj of the Ci of j plant `riett 'ms` s in shall be sae with from the City aFurpved Variety of tree shall be selected 12. PARE( FEES IdedItati is-such agreedfurther that the DEVETAPa shall pay such fees and/or CITY withinas is reouired "Park Dedication Ordinance" Number 602, 1972,wand whidl is further stipulated under Part J, Page 2 herein: Page 6 • • 13. iautNGc OF WORK It is mer CITY OF For a period of a�� that the pER shall maiINITIntain F�1 ofer the. City of one (1) year mfr accanoa otil fd Wo�by�'O � A. FE rLF.Aseare °onto= to' the B. and theCITY by City . . specifications for- � �� wtu deficiencies � CiTecificp shall, upon Work, notice is• the later to and CUPERT, without ocepa INITIAL entire sawitho ti or gation to the rDEVELOi dt�'Y rnpair. acur. lite pI ytTY OF W0r7f. . .of °r d� t0 faultj►said au recti ns arising and Jn 14. Appeamanship and/or mareria/s ring in said - I Drsruz rINITIAL It 15 motion or this agreed that the DEVELOPER shall statingexecution that the , a letter from-the a with CPISanitary s,strict to install • the Districtsaid Project and ting sanitarysewers -toER has entered Oa serve eparate err hi withe th ficsiot ol:hae a bond to insure- full and fail l performance lots within sail Paragraph said 13 1abovehas smer � fail with the hlsanitary sewers and to insure provisions of maintenance of 15. his S set °tom AND FES.STON3.CODE It is motion ofn„+r agree- that__ _DEVELOPER shall upon radian 11 of , al file with QTY, • 1Prt6ining to -Article 8, s 4=bonds, � t Pall provisions of rofessions CENTRAL FIRE oraQ ?ed with. I It is further . agreed that Protection execution of ' rants this County, lett t Shall Ce with �,� � .said into en •Project nth that int to install fire hydstating that the LEIZEmpER rants Meted _saidJay/chants. to dna installation eoassaryv havebeen year deposited of said • 17. Slims LIGREING - P.G.and E. RATE SOMME SEAM It is installation ofurther e� that the CITY OF CUPERTI APPLY'. PSE•SE Possible. electric power for styshall e earliest date . �' PACIFIC GAS AND It is �PACgZCM INITIAL er agreed Eloectric and/ to that the � l pay to Pacific Gas and ElectrcCc PACLFTCI installationaaP overhead and/or anyand all irc required ofor � wig said propnwrground any and all erly writs to allr notified by either'providedin No. 331 of CITYwhen Lir sha 1 no and/or PACC�EIC BELL that saidEngineer the Pacific Gas a QPER is • that time,ocher prior to the issuance of a�building Payable. ThisPL se the property utility substructure i Permit on" the notice p perty of the Developer. installed under this Tract until agreement shall remain Page 7 INITIAL • - 19:"'EASfl h2(LS 'ANL) RLGELL'-Ul-WAY • • completion of the Project shall be own cost and expense. It- is provided, acquired by the in . - � . • eminent however, that in . - - - eminent domain in proceeriings abe required by the CITY for • . .._ ° of securirry PIS; saidaeasement aid right-of-way, that the naa...•a• .�ll mit with CITY sum covering the reasonable ' . . value of the land proposed to be. taken and damages, �be included • . __.r. s�mtgshaa�ll�be a easoonabb`l'_e altl�oora'n'ce� for . se,ern_r e d pages, a It rs furthe provided hat in addition • INITIAL as may be required for legal fees and casts, thereth- Y = and . other ixr_i ictal its in such reasonable amounts as the 20. HOLDamass It Y!su3i� oa'vl"i that, commer ci g` with the performance of the Work by the =:- .:s..r a contractor and EASE Magna }��c continuinguntil the aCII�JletfOn of ' o i fy, Tic%drProvided in harmless arra def ern the againstin� loss, cost, expense, damage or liability, or claim INITIAL � n �' °r in any way whatsoever arising out of the Perf or. rnrQg. rre of the ar-the negligence Cr willful Misconduct of the--i a3Ea or the - +S aced, employees aid independent epependent S. • 21. IlSORANCE It is further agreed that- lip& shall take out, or shall result Ask re any =tractor to F the. Work to .take at, aid maintain .at . all times during the performance and maintenance of the Work called . for . ar required to be done hereutrjar, a of insutame naming theGeier• and members of the City Council of the--City of Cupertino, twrnAL individually and collectively',• and the officers, agents and employees of the City- individually and collectivelyt as insured. Said separate policy shall provide bodily injuryand property damage'crocoverage to the foregoing named CLT and individuals covering all the Work performed by, for, or on behalf of said DEVECDPEaa Both bodily injury and pity' insurance must be :tin an occurrence l+acis; and said policy or r+lir-ioq shyly provide that the coverage afforded thereby shall be primary coverage to the full limit Of liability stated in the declarations, and if the City, its members of the City Council individually and collectively, . aid the officers, employees of the � and CLTY, individrall .and collectively, have other insurance against the loss-covered by said policy or policies, that Other insurance shall be excess insurance only. A. Each of said policies of insurance shall provide coverage in the following minimum, amounts: For bodily injury, $100,000 each person: $300,000 each occurrence, property damage, $50,000 an account than 200 of any one occurrence with an aggregate limit of not less 000. B. The DEVELOPER shall file with the City thgineeer at or prior to the time of execution of this A REEmE rr by the OEVELoPEa such evidence of said foregoing policy or policies of insurance as shall be satisfactory�lto said City Engineer. Each such policy or policies shall bear an endo s®enf- precludingthe carcella tiC4h or reduction in coverage without giving the City Engineer at least teh (10) days advance notice thereof. Page 8 ' C. In the event that the project covered herein should be na,tuafty • situated 1n or affect the area of jurisdiction of a separate mu icipACity or political subdivision of the State of n'lifornia, the policies:of insurance required herein and above shall ornate such municipality or political subdivision and the provision set forth herein and above for the protection of the CITY shall anally apply to >mmicipality and political subdivision. 22. WI= MAIN EXTENSION' DEPOSIT The DEVELOPER further agrees to deposit with the CTTY triose monies required to comply with "Policy on Water Main Extensions Work and Deposits" dated September 9, 1977. The deposit shall be held by b the ITY until said monies are needed to iap].ement improvements outlined pasta pi2� bythe Director of Public Works or improvements outlined within an adopted Water Master Plan. • The amount shown herein at PARI A, Page 2 shall be the full amoiatt • due. 23. MAP AND/OR IMPROVr PLANS It is .further agreed that the CITY _shall. obtain the loll and/or plans at the DEVE:LOPER'S expense: O1r J map A. A mylar sepia and thirteen (13) prints of fully executed tract map. B. A mylar sepia and ten (11) prints of fully executed improvement 40 plans. C. A direct duplicating silver negative microfilm aperature caul of all executed improvement plans and map. The DECO v agrees to pay the.an from the development maintenance deposit the oast for all prints of plans and map required under Item 23. j I • 24. TF'FAS AND CONDITIONS It is further agreed that the above named terms and conditions for the said Tract shall bird the heirs, successors, administrators or assigns of the DEVFTDPER. The assigrm ent of this AGREEMENT shall, not be made without PLEASE approval by the City Council of said CITY, , Ei25. This agreement will supercede and replace the Deferred Agreement entered into on the 13th day of March 1984 covering parcels A, C and D of that certain parcel map filed in Book 526 of Maps, pages 3 to 5,• City of Cupertino, County of Santa Clara, State of INITIAL IN WTIcausedS WHEREOF, CITY has caused its name to be hereunto affixed by its Mayor and City Clerk, thereunto duly Zed by e California City Cosil and said DEVELopn has hereuntocaned his name aneresolution to bto be off the e affixed the day and year first above written. Page 9 • CITY OF CUPS dO: Approved as to form: Mayor City Attorney City Clerk -DEVELOPER: Cupertin.'City enter Associates C, D By: DNS rust, its General Partner By: Sanford N. Diller, as Trustee Notary Ac lmrwlect rnt Required; (Rev.3-1986) Page 10 STATE OF CALIFORNIA COUNTY OF SANTA CLARA On December 5 , 1986, before me, the undersigned Notary Public, persorly'.,appeared "SANFORD N. ' DILLER, proved to me on the basis of satisfactory evidence, to be the person who executed the within instrument as Trustee of the DNS Trust, the general partner of Cupertino City Center Associates C and D, a limited partnership, the partnership that executed the within instrument, and acknowledged to me that such trust executed the within instrument and that such partnership executed the within instrument as such partner. WITNESS my hand and official seal. •'antao� OFFICIAL-- � k�9�� g. MARGUERITE GAUVIN //Ito i'✓v ' /L `I "orsivirrA LARABUC CO`NTy Notary Put�'lic, Stat of California ffi�'-_ _MY Cann Ekes June 11.1990 (// • CITY,OF.CUPERTINC r 8016490 CITY CLERKS.DEPARTMENT iii <10300 Torre Avenue i 406"'G 354 Cupertino;CA (408)252.4505 FILED FOR ECOR.D iimi.misilmom . / A7./' I/ 4 -- , HAI? 7 9 02 ASI °8tl d' RESOLUTION NO. 6292 OFFICIAL RECORDS A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTIJIO SftG`/O OLE ARA COUNTY ANN • APPROVING PARCEL MAP AND IMPROVEMENT PLANS OF PROPERTY STRA A FS RFGl.,fRaR RECORDER LOCATED AT THE SOUTHWEST CORNER OF STEVENS CREEK BOULEVARD AND TORRE AVENUE; DEVELOPER, PROMETHEUS DEVELOPMENT CC. ; 1210 AUTHORIZING EXECUTION OF IMPROVEMENT AGREEMENTS; AUTHORIZING SIGNING OF PARCEL MAP AND IMPROVEMENT PLANS WHEREAS, there has been presented to the City Council for approval of the parcel map and improvement plans of property located at the southwest corner of Stevens Creek Boulevard and Torre Avenue by Prometheus Development Co. ; and WHEREAS, there has been presented to the City Council a proposed CO standard agreement and a deferred agreement for the construction of streets, curbs, and gutters, and for other improvements, and good and cn sufficient bonds (letter of credit) , fees, and deposits as set forth 421 in Exhibit "A" having been presented for the faithful performance of said work and the carrying out of said agreements, and said map, CD agreements, and bonds having been approved by the City Attorney; NOW, THEREFORE BE IT RESOLVED THAT a. Said parcel map and improvement plans herein referred to are hereby approved. b. The offer of dedication for street areas and all easements is hereby accepted. c. The City Engineer is hereby authorized to sign said improvement plans. d. The City Engineer and the City Clerk are hereby authorized to sign said parcel map and have it recorded. e. The Mayor and the City Clerk are hereby authorized to execute a standard street improvement agreement between the City and Cupertino City Center Associates B, a California Limited Partnership. f. The Mayor and the City Clerk are hereby authorized to execute a deferred street improvement agreement between the City and Cupertino City Center Associates A, a California Limited Partnership; Cupertino City Center Associates C, a California Limited Partnership; and Cupertino City Center Associates D, a California Limited Partnership. g. The deferred agreement shall be recorded with the County Recorder. 1406?!GE 355 4 j RESOLUTION NO. 6292 PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 13th day of March, 1984 by the following vote: Vote Members of the City Council AYES: Gatto, Johnson, Plungy NOES: None ABSENT: Rogers, Sparks ABSTAIN: None APPROVED: /s/ John J. Plungy, Jr. Mayor, City of Cupertino ATTEST: THIS IS TO CERTIFY THAT THE WITHIN INSTRUMENT IS ATRUE AND CORRECT COPY /s/ Dorothy Cornelius OF THE ORIGINAL ON FILE IN THIS OFFICE. City Cl eek ATTEST - - 1e CITY CGTHE CITY ❑� - •PRTIN❑ r-r CITE CLERK _2_ • 1406"AGE 356 ' RESOLUTION NO. 6292 EXHIBIT "A" SCHEDULE OF BOND, FEES, AND DEPOSITS DEVELOPMENT: Commercial Cupertino City Center Associates B Prometheus Development Co. LOCATION; Southwest corner of Stevens Creek Boulevard and Torre Avenue A. Faithful Performance Bond: $330,000.00* Three Hundred Thirty Thousand and no/100 Dollars B. Labor and Material Bond : $330,000.00* Three Hundred Thirty Thousand and no/100 Dollars C. Checking and Inspection Fee: $ 16,500.00 Sixteen Thousand Five Hundred and no/100 Dollars D. Indirect City Expenses: $ 2,475.00 Two Thousand Four Hundred Seventy—Five and no/100 Dollars E. Development Maintenance Deposit: $ 310.00 Three Hundred Ten and no/100 Dollars F. Storm Drainage Fee: $ 24,000.00 Twenty—four Thousand and no/100 Dollars G. One Year Power Cost: $ 332.00 Three Hundred Thirty—two and no/100 Dollars H. Street Trees: By Developer I. Map Checking Fee: $ 50.00 Fifty and no/100 Dollars J. Park Fee: N/A K. Water Main Extension Deposit N/A L. Storm Drain Work Fee $ 4,000.00** Four Thousand and no/100 Dollars H. flaps and/or Improvement Plans: By Developer —3— 1406''nE 357 RESOLUTION NO. 6292 Work Bonded Herein: * 1 . All Standard Street Improvements on and along Parcel B Frontage. * 2. Traffic Signal at Stevens Creek Boulevard and Torre Avenue. ** 3. The Storm Drain Main Extension on North De Anza Boulevard. * 4. Landscapng of Parcel B Frontage and Medians. • —4— NO FEE IN ACCORDANCE _4.. 9233768 WITH 60V'CODE 6103 RESCISSION OF DEFERRED AGREEMENT . INTERIM CITY HALL CUPERTINO CITY CENTER ASSOCIATFR A, C, & D 10430 S. DeAnza Blvd. BOOR 1406, PAGES' 354-374 Cupertino. CA 95014 K 11 1 PAGE 113 THIS AGREEMENT is made this _16th day of March, 1987, by and between the CITY OF CUPERTINO, hereinafter called "CITY," and CUPERTINO CITY CENTER ASSOCIATES A, C, & D, hereinafter called "DEVELOPER." TO WIT : WHEREAS, DEVELOPER has filed with CITY a development agreement for public improvements along South De Anza Boulevard and Stevens Creek Boulevard at their intersection; and WHEREAS, those certain public improvements along said streets have been bonded and comply with CITY's requirements; and WHEREAS, CITY had recorded a Deferred Agreement running with the land at Book I 406, Pages 354 through 374, Santa Clara County Recorder; and WHEREAS, CITY now wants to release DEVELOPER of its obligations under said Deferred Agreement. NOW, THEREFORE, BE IT RESOLVED that CITY does release and rescind all obligations of said Deferred Agreement and will record this Agreement with the Santa Clara County Recorder under the name of CUPERTINO CITY CENTER ASSOCIATES A, C, & D, by Prometheus, Inc. Approved asto ii :/ CITY OF CUPERTIX O'c,.; ; t ' (/::47/ ' ,7 „et_ City Attorney Mayor . et, '• 4 - dif . City Clerk-. ' r. ,...0,-,.., • \- • • . QI, L., :::, i • ••• CUPERTINO CITY'CENTER'ASSOCIATES A, Q a California limited partnership -, By: Prom XX, a - ifornia corporation, cam- as Trust-- .r The DNS Trust, w I_ as its te.-al partner a .n __ ti /Q or o ....0 ^ o ,,c By: = ,,. v ) C� ua� W o ,,,.:1 Z, a LI+ " . UT ft? 4 1 o Sanford Diller, President C j o�w t ;r t Fc o By: CCC Partners II, a California (l -, � T.T. ,.J rc limited partnership, as its a o= general partner c3 V By: Prometheus Development Co. , Inc., a Cali .''- is corporation, as its generJ] ..rtner 498 VI?. Sanfot.(N. Diller, President CUPERTINO CITY CENTER ASSOCIATES C, a California limited partnership By: Prom XX, a California corporation, as Trust for The DNS Trust, as its j eral partner By: _. ORIGINAL Sanford � Di ler, President Page 1 of 2 K111 PAGE 114 - By: CCC Partners II, a California limited partnership, as its general partner By: Prometheus Development Co., Inc., a California corporation, as its ge9 partner By: /1` Sanf.[ \ . Diller, President CUPERTI[O CITY CENTER ASSOCIATES 0, a California limited partnership By: Prom XX, a California corpora- tion, a ustee for The DNS Trust' -��ts general partner By: ,,_ '`/, Sanfold 11 Diller President By: CCC Partners II, a California limited partnership, as its general partner By: Prometheus Development Co., Inc., a Calif. nia corporation, as its gev.era4-rtner By: _-. San . j filler, 'resident Page 2 of 2 M • T KIl1PAGE 115 • STATE OF CALIFORNIA ) COUNTY OF SANTA CLARA ) On this rfieR day of March, 1987, before me, the undersigned, a Notary Public in and for said state, personally appeared SANFORD N. DILLER, proved to me on the basis of satisfactory evidence to be the person who executed the within instrument as President, on behalf of Prom XX, Inc. , a California corporation, as Trustee for The DNS Trust, which trust is known to me to be the general partner of Cupertino City Center Associates A, a California limited partnership, and acknowledged to me that such corporation executed the within instrument pursuant to its bylays or a resolution of its Board of Directors, as such Trustee, and that such trust executed the within instrument as a partner of such partnership, and that such partnership executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. oFFicr��-t _ Notary Pubs• c, State of California 1 "' No-49 M YPwaide. GHOM MY SANJACIgRA Country A 1 E"P✓ ,June 21,I990 STATE OF CALIFORNIA ) COUNTY OF SANTA CLARA ) On this pi day of March, 1987 , before me, the undersigned, a Notary Public in and for said state, personally appeared SANFORD N. DILLER, proved to me on the basis of satisfactory evidence to be the person who executed the within instrument as President, on behalf of Prometheus Development Co. , Inc. , a California corporation, the corporation therein named, and acknowledged to me that said corporation executed the within instrument pursuant to its bylaws or a resolution of its Board of Directors, said corporation being known to me to be the general partner of CCC Partners II , a California limited partnership, said partnership being known to me to be one of the partners of Cupertino City Center Associates A, a California limited partnership, the partnership that executed the within instrument and acknowledged to me that they executed the same as partners of the partnership first above named; that said partnership executed the same as a partner of Cupertino City Center Associates A, a California limited partnership, and that said last named partnership executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. 41114441%--; Notary Public, state of C33-i-.ornia •4,' , N MARK PURR CALF,iVIN NIA AlY SANTA CLAI CCUry1 __'a Enpire+lune 71• 90 t • STATE OF CALIFORNIA K 111 PAGE 1 _i 6 COUNTY OF SANTA CA ) On this �� day of March, 1987, before me, the undersigned, a Notary Public in and for said state, personally appeared SANFORD N. DILLER, proved to me on the basis of satisfactory evidence to be the person who executed the within instrument as President, on behalf of Prom XX, Inc. , a California corporation, as Trustee for The DNS Trust, which trust is known to me to be the general partner of Cupertino City Center Associates C, a California limited partnership, and acknowledged to me that such corporation executed the within instrument pursuant to its bylays or a resolution of .its Board of Directors, as such Trustee, and that such trust executed the within instrument as a partner of such partnership, and that such partnership executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. tao " talc MARGUERTEGAU IN .' otary Pu• . ic, State of California i ��. NOTARY PNgUC_CALIFOgNW SANTA cumcOy UNT mm.Expire,June 21,1990 1' STATE OF CALIFORNIA ) ) COUNTY OF SANTA CLAVA ) On this /� day of March, 1987, before me, the undersigned, a Notary Public in and for said state, personally appeared SANFORD N. DILLER, proved to me on the basis of satisfactory evidence to be the person who executed the within instrument as President, on behalf of Prometheus Development Co. , Inc. , a California corporation, the corporation therein named, and acknowledged to me that said corporation executed the within instrument pursuant to its bylaws or a resolution of its Board of Directors, said corporation being known to me to be the general partner of CCC Partners II, a California limited partnership, said partnership being known to me to be one of the partners of Cupertino City Center Associates C, a California limited partnership, the partnership that executed the within instrument and acknowledged to me that they executed the same as partners of the partnership first above named; that said partnership executed the same as a partner of Cupertino City Center Associates C, a California limited partnership, and that said last named partnership executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. 41/4 OFII!! r�fy�MARGIN7L• LT2NOTAgYpNIANotPub ic, St e of Calornia SANTAY990 K111PAGE 117 STATE OF CALIFORNIA ) COUNTY OF SANTA CL . •A ) On this j/, day of March, 1987, before me, the undersigned, a otary Public in and for said state, personally appeared SANFORD N. DILLER, proved to me on the basis of satisfactory evidence to be the person who executed the within instrument as President, on behalf of Prom XX, Inc. , a California corporation, as Trustee for The DNS Trust, which trust is known to me to be the general partner of Cupertino City Center Associates D, a California limited partnership, and acknowledged to me that such corporation executed the within instrument pursuant to its bylays or a resolution of its Board of Directors, as such Trustee, and that such trust executed the within instrument as a partner of such partnership, and that such partnership executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. iOAtatti. Notary Publ c, State of California • CFF1C inz.r,l`�` MARGUE ITE Sr' ! 1 "' noranrmmucTE GAMIN I n ' SAMAC CAUFOftI i my Comm.Ex�M COUNRY A i P _ une 21,1990 STATE OF CALIFORNIA ) COUNTY OF SANTA CLARA ) On this day of March, 1987 , before me, the undersigned, a otary Public in and for said state, personally appeared SANFORD N. DILLER, proved to me on the basis of satisfactory evidence to be the person who executed the within instrument as President, on behalf of Prometheus Development Co. , Inc. , a California corporation, the corporation therein named, and acknowledged to me that said corporation executed the within instrument pursuant to its bylaws or a resolution of its Board of Directors, said corporation being known to me to be the general partner of CCC Partners II , a California limited partnership, said partnership being known to me to be one of the partners of Cupertino City Center Associates D, a California limited partnership, the partnership that executed the within instrument and acknowledged to me that they executed the same as partners of the partnership first above named; that said partnership executed the same as a partner of Cupertino City Center Associates 0, a California limited partnership, and that said last named partnership executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year f• rst above written. s Notary Stat fi o Califoeria :_ent Aq—lye rk :1,420:4;N , 0O� R.�1 7_ a, '7{ P�0 • _ ` _ NO FEE IN ACCORDANCE WITH 60V.coDE 6103 • • RETURN TO CITY ��// Q OF CUPERTINO K 111 PAGE 11 8 10300 TORRE AVE. CUPERTINO, CA 95014 RESOLUTION NO. 7119 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO AUTHORIZING EXECUTION OF RESCISSION OF DEFERRED AGREEMENT BETWEEN THE CITY AND CUPERTINO CITY CENTER ASSOCIATES A, C & D; EAST OF SOUTH DE ANZA BOULEVARD AND SOUTH OF STEVENS CREEK BOULEVARD WHEREAS„ the City of Cupertino and Cupertino City Center"Associates A, C, & D, has previously entered into an agreement for=the installation of municipal improvements on a deferred basis at the southeast corner of Stevens Creek Boulevard and South DeAnza Boulevard; and, WHEREAS, the improvement reg irements of the aforementioned deferred agreement have now been incorporated in a new development agreement approved by the City Council at its meeting of December 15, 1986; NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Cupertino hereby relaaces and rescinds all obligations of the aforementioned deferred agreement and authorizes the Mayor and the City Clerk to execute the rescission agreement and record said rescission agreement with the Santa Clara County Recorder. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 30th day of March , 1987 by the following vote: Vote Members of the City Council AYES: Gatto, Plungy, Rogers, Sparks NOES: None ABSENT: Johnson ABSTAIN: None ATTEST: APPROVED: /s/ Dorothy Cornelius /s/ W. Reed Sparks City Clerk Mayor, City of Cupertino Lr.; ;" A (` r7. � i THI5 !S TC ERv(tLW'A"/Tt,r WITHIN INSTRUMENT T�I�YS Fj ITRUE ANDLey+ORRECT COPY ❑F THE ORFGIN.CL ON FILE IN•TNI ,OFFICE. ATTEST" ._ ��i ,dr .791/ CITY C - R . 1� i4i4�iC 17Y.'�F CI• �IPERTINO 74- ,P177-ei PROMETHEUS DEVELOPMENT CO., INC. 20300 STEVENS CREEK BOULEVARD, SUITE 100 CUPERTINO, CALIFORNIA 93014-22I0 405-448-0157 HAND DELIVERED December 12, 1986 Dorothy Cornelius City Clerk City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 Re: Application 4-U-86 Gentlemen: We herein withdraw any conditions set by our letter of December 8, 1986 as it regards the above referenced use permit application, and accept the application as it. Very truly yours, PROMETHEUS DEVELOPMENT CO., INC. Agent for Owner Mark R. groll Vice President MRK/cb cc: Bob Cowan Bert Viskovich PROMETHEUS DEVELOPMENT CO., INC. 20300 STEVENS CREEK BOULEVARD, SUITE 100 CUPERTINO, CALIFORNIA 06014-2210 406-446-0157 HAND DELIVERED December 8, 1986 City of Cupertino 10300 Torre Avenue Cupertino, California 95014 ATTN: Dorothy Cornelius, City Clerk Re: Application 4-U-86 Gentlemen: Per your request, we have signed the enclosed use permit conditioned on the fact that the City of Cupertino will meet all their obligations under this permit and under the referenced zoning 2-Z-83. We further condition our acceptance of Condition 27 of this permit on the expressed understanding that all other properties within the City of Cupertino that exceed the .37 FAR will be assessed the sum of $2.00 per square foot of building area for every square foot of office construction exceeding .37 FAR. The use permit is hereby executed and delivered to you specifically subject to your agreement to the foregoing conditions in their entirety. Very truly yours, PROMETHEUS DEVELOPMENT CO., INC. Agent for Owner AskEllAteL Mark R. Kroll Vice President MRK/cb Enclosure RETURN TO CITYI NO F _'t: ic- Li:, .. .,,WANCE OF CUPERTINO WITH 60V CODE" 6103 10300 TORRE'AVE. CUPERTINO, CA 95014 AGREEMENT I406F"GE358 This AGREEMENT made and entered into this 13th day . of March , 19. 84 , by and between the CITY OF CUPERTINO, a municipal corporation of the State of California, hereinafter designated as CITY, and CUPERTINO CITY CENTER ASSOCIATES A, a California Limited Partnership; CUPERTINO CITY CENTER ASSOCIATES C, a California Limited Partnership and CUPERTINO CITY CENTER ASSOCIATES D, a California Limited Partnership, hereinafter designated as DEVELOPER. WITNESSETH WHEREAS, the DEVELOPER has made application to the CITY for a parcel map and has secured a building permit from CITY to construct and maintain a commercial development, hereinafter referred to as "Project. " WHEREAS, the CITY hereby agrees to permit DEFERMENT of the required development improvements in accordance with the provisions of this AGREEMENT; and; WHEREAS, the DEVELOPER hereby agrees to provide necessary improvement plans and specifications at such time as they may be required by the City Engineer or as provided herein and; WHEREAS, the DEVELOPER further agrees to perform at his sole cost all the work necessary to complete installation of those improvements which will be required in accordance with those plans to be prepared; and WHEREAS, the DEVELOPER agrees to provide bonds, cash payments, or other guarantees as outlined herein to assure compliance with conditions of development approval; and Page 1 1406?AGE 359 • WHEREAS, pursuant to the provisions of this AGREEMENT, the CITY • hereby established the amounts of Bonds, Fees, and Deposits as set . forth in the following schedule: SCHEDULE OF BONDS, FEES AND DEPOSITS Improvement Category - Deferred PART A. Faithful Performance Bond: Deferred PART B. Labor and Material Bond: Deferred PART C. Checking and Inspection Fee: Deferred PART D. Indirect City Expenses: Deferred PART E. Development Maintenance Deposit: Deferred PART F. Storm Drainage Fee: Deferred PART G. One Year Power Cost: Deferred PART H. Street Trees: By Developer PART I. Map Checking Fee: Deferred PART J. Park Fee Deferred PART K. Water Main Extension Deposit Deferred PART L. Maps and/or Improvement Plans: By DEVELOPER Page 2 • 1406"AGE 360 NOW, THEREFORE, IT IS HEREBY MUTUALLY AGREED by and between the parties hereto as follows, TO WIT: 1. DEDICATION A. The DEVELOPER offers to dedicate the real property show on Exhibit "A", which is attached hereto and made a part hereof by reference. Said dedicated property shall be free and clear of all liens or encumbrances except those which the CITY shall waive in writing. The DEVELOPER agrees not to revoke said offer of dedication, and to keep said offer open until the CITY accepts offer by resolution. B. Upon execution of this AGREEMENT the DEVELOPER agrees to deliver a properly executed grant deed to the CITY of the real property described in Exhibit "A", and such other executed conveyances, or instruments necessary to convey clear title as herein required. The DEVELOPER shall provide, at the DEVELOPER' S sole cost and expense, to the City: (1) A preliminary title report issued by a title insurance company relating to the property offered for dedication; said Preliminary Title Report shall be furnished by DEVELOPER. (2) A standard policy of title insurance issued by a title insurance company and insuring the CITY in the sum of: N/A, and which shall show said property free and clear of all liens or encumbrances except those as the CITY shall expressly waive in writing; said policy shall be furnished at the time of acceptance of dedication and recordation of deed. C. Upon the condition precedent that the DEVELOPER shall perform each and every covenant and condition of this AGREEMENT, the CITY agrees to accept said real property offered for dedication. 2. INSTALLATION OF WORK It is further agreed that: A. The DEVELOPER shall install and complete the Work within one (1) year from the date of execution of this AGREEMENT, or such longer period as may be specifically authorized in writing by the City Engineer. In the event the DEVELOPER fails or refuses to complete the Work within the specified period of time, the CITY, at its sole option, shall be authorized to complete the Work in whatever manner the CITY shall decide. In the event the CITY completes the Work, the CITY may recover any and all costs incurred thereby from the DEVELOPER or the DEVELOPER' S surety or both. B. The DEVELOPER shall install and complete the Work in a good and workmanlike manner in accordance with the plans as approved by the City Engineer of Cupertino. The Work shall be done Page 3 1406.AGE 361 . in accordance with existing ordinances and resolutions of the CITY and in accordance with all plans, specifications, standards, sizes, lines, and grades approved by the City Engineer. The Work shall be • done in accordance with all State and County Statutes applicable hereto. The decision of the City Engineer shall be final as to whether any material or workmanship meets the standards, specifications, plans, sizes, lines and grades as set forth. • C. It is further agreed that the Work shall be done in accordance with the most current Standard Specifications of the Department of Public Works, California Department of Transportation, State of California, and in accordance with the specifications of the Cupertino Sanitary District where applicable. Wherever the words "State" or "California Division of Highways" are mentioned in the State Specifications, it shall be considered as referring to the CITY of Cupertino; also wherever the "Director" or "Director of Public Works" is mentioned, it shall be considered as referring to the City Engineer. In case of conflict between the State Specifications and the specifications of the CITY and/or the Cupertino Sanitary District, the specifications of the CITY and/or the Cupertino Sanitary District shall take precedence over and be used in lieu of such conflicting portions. 3. EXCAVATION PERMIT It is further agreed that the DEVELOPER shall comply with Section Three of Ordinance No. 130 of the CITY by obtaining an excavation permit from the City Engineer before the commencement of any excavation in, on, or under the surface of any existing public street, lane, alley, sidewalk, or other public place. It is further agreed that the DEVELOPER shall notify the City Engineer of the exact date and time when the proposed excavation is to commence. 4. QUITCLAIM DEED It is further agreed that the DEVELOPER, when requested by the CITY, shall quitclaim all his rights and interests in, and shall grant to CITY authorization to extract water from the underground strata laying beneath said project and DEVELOPER agrees to execute a "Quitclaim Deed and Authorization" in favor of CITY, when presented to him for signature. 5. BONDS AND OTHER SECURITY A. Upon the execution of this AGREEMENT, the DEVELOPER shall file with the CITY a faithful performance bond to assure his full and faithful performance of this AGREEMENT. The penal sum of said faithful performance bond shall be the full cost of any payment to be made under this AGREEMENT, the value of any land agreed to be dedicated, and any improvements to be made under this AGREEMENT. In the event that improvements are to be made under this AGREEMENT, Page 4 1406:'Ac_362 the DEVELOPER shall, in addition to said faithful performance, file with the CITY a labor and materials bond in a penal sum adequate to assure full payment of all labor and materials required to construct said improvements. The amount of said bonds shall be as designated by the City Engineer. Said bonds shall be executed by a surety company authorized to transact a surety business in the State of California and must be approved by the City Attorney as to form and by the City Engineer as to sufficiency. In the event that the DEVELOPER shall fail faithfully to perform the covenants and conditions of this AGREEMENT, or to make any payment; or any dedication of land, or any improvements herein required, the CITY shall call on the surety to perform this AGREEMENT or otherwise indemnify the CITY for the DEVELOPER' S failure to so do. B. In lieu of a surety bond, the DEVELOPER may elect to secure this AGREEMENT by depositing with the CITY: 1 . Cash; or, 2. A cashier' s check, or a certified check payable to the order of the City of Cupertino or, 3 . A certificate of deposit, or instrument of credit meeting the requirements of Government Code Section 66499 (b ) or (c) . C. The amount of said cash, checks, certificate of deposit, or instrument of credit shall be as designated by the City Engineer, and shall be the equivalent to that which would have been required had the DEVELOPER furnished the CITY with a surety bond. In the event that the DEVELOPER shall fail faithfully to perform the covenants and conditions of this AGREEMENT, or to make any payment, or any dedication of land, or any improvements herein required, the CITY may apply the proceeds of said security thereto. D. No release of surety bond, cash deposit, check, or certificate of deposit, shall be made except upon approval of the City Council. E. No interest shall be paid on any security deposited with the CITY. 6 . CHECKING AND INSPECTION FEE It is further agreed that DEVELOPER shall pay any and all necessary direct expenses for inspection, checking, etc. , incurred by CITY in connection with said Project, and that DEVELOPER shall have deposited with CITY, prior to execution of this AGREEMENT, the amount as set forth herein at Page 2 (Part C) . Should construction . cost vary materially from the estimate from which said sum is calculated, the City Engineer shall notify DEVELOPER of any additional sum due and owing as a result thereof. 7. INDIRECT EXPENSES It is further agreed that DEVELOPER shall pay to CITY, prior to execution of this AGREEMENT, indirect expense allocable to processing these improvements, the amount as set forth herein at Page 2 (Part D) . Page 5 • 7A. MAP FILING FEE 1406"AGE 363 It is further agreed that the DEVELOPER shall deposit with . CITY, prior to execution of this AGREEMENT, for office checking of final map and field checking of street monuments, in compliance with Section 4: 1 of Ordinance No. 47 (Revised 12/04/61) of CITY, the amount as set forth herein at Page 2 (Part I ) . 8. DEVELOPMENT MAINTENANCE DEPOSIT It is further agreed that the DEVELOPER shall pay to the CITY, prior to execution of this AGREEMENT, the amount set forth herein at Page 2 (Part E) as a development maintenance deposit to insure proper dust control and cleaning during the construction period. The development maintenance deposit may be utilized for repairs of defects and imperfections arising out of or due to faulty workmanship and/or materials appearing in said work during the period until release of the improvement bonds by the CITY. Should the DEVELOPER complete the required repairs to the entire satisfaction of the CITY, the unused balance will be returned after the release of the improvement bonds. 9A. STORM DRAINAGE FEE It is further agreed that the DEVELOPER shall deposit with the CITY, prior to execution of this AGREEMENT, a storm drainage charge in connection with said Project in accordance with the requirements established in Resolution 4422, March 21, 1977, in the amount as set forth herein at Page 2 (Part F) . 9B. WATER MAIN EXTENSION DEPOSIT • The DEVELOPER further agrees to deposit with the CITY those monies required to comply with "Policy on Water Main Extensions Work and Deposits" dated 9/30/77. The deposit shall be held by the CITY until said monies are needed to implement improvements outlined by the Director of Public Works or improvements outlined within and adopted Water Master Plan. The amount shown herein at Part K, Page 2, shall be the full amount due. 10 . ONE YEAR POWER COST It is further agreed that the DEVELOPER shall pay to CITY prior to execution of this AGREEMENT, the amount as set forth herein at Page 2 (Part G) , which amount represents the power cost for street lights for one year. 11. THE INSTALLATION OF STREET TREES It is further agreed that the DEVELOPER shall, at such time as deemed appropriate by the City Engineer, plant street trees in conformance with the standards of the City of Cupertino. Variety of tree shall be selected from the City approved list. Page 6 • • 12. PARK FEES I4O6'!GE36•4 • It is further agreed that the DEVELOPER shall pay such fees ' and/or dedicate such land to the CITY, prior to execution, as is required within "Park Dedication Ordinance" Number 602, 1972, and which is further stipulated under Part J, Page 2 herein. ' 13 . MAINTENANCE OF WORK It is further agreed that the DEVELOPER shall maintain the Work until all deficiencies in the Work are corrected to conform to the Plans and the City standards and specifications for the Work. The DEVELOPER shall, upon written notice thereof, immediately repair or replace, without cost or obligation to. the City of Cupertino, and to the entire satisfaction of said CITY, all defects and imperfections arising out of or due to faulty workmanship and/or materials appearing in said Work. 14. SANITARY DISTRICT ' It is further agreed that the DEVELOPER shall file with CITY, upon execution of this AGREEMENT, a letter from the Cupertino Sanitary District stating that the DEVELOPER has entered into a separate AGREEMENT with the said District to install sanitary sewers to serve all lots within said Project and stating that a bond to insure full and faithful performance of the construction of the said sanitary sewers and to insure maintenance of said sanitary sewer in conformance with the provisions as set forth in Paragraph 13 above has been filed. 15. GOVERNMENT CODE It is further agreed that DEVELOPER shall file with CITY, upon execution of this AGREEMENT, substantial evidence that all provisions of Section 66493 , Article 8, Chapter 4 of the Government Code, pertaining to special assessments or bonds, have been complied with. 16. CENTRAL FIRE DISTRICT It is further agreed that the DEVELOPER shall file with the CITY, upon execution of this AGREEMENT, a letter from the Central Fire Protection District of Santa Clara County, stating that the DEVELOPER has entered into an AGREEMENT with said District to install fire hydrants to serve said Project and stating that all necessary fees have been deposited with said District to insure installation and five (5 ) year rental fee of said hydrants. 17. STREET LIGHTING It is further agreed that the DEVELOPER shall apply for the installation of electric power for street lighting at the earliest date possible. Page 7 1406;,,GE 365 ' 18'. PACIFIC GAS AND ELECTRIC/PACIFIC TELEPHONE AND TELEGRAPH ' It is further agreed that the DEVELOPER shall pay to Pacific • Gas and Electric Company and/or to Pacific Telephone and Telegraph Company any and all fees required for installation of overhead and/or underground wiring circuits to all electroliers within said property and any and all fees required for undergrounding as provided in Ordinance No. 331 of CITY when DEVELOPER is notified by either the City Engineer or the Pacific Gas and Electric Company and/or Pacific Teltphone and Telegraph Company that said fees are due and payable. 19 . EASEMENTS AND RIGHT-OF-WAY It is further agreed that any easement and right-of-way necessary for completion of the Project shall be acquired by the DEVELOPER at his own cost and expense. It is provided, however, that in the event eminent domain proceedings are required by the CITY for the purpose of securing said easement and right-of-way, that the DEVELOPER shall deposit with CITY a sum covering the reasonable market value of the land proposed to be taken and to be included in said sum shall be a reasonable allowance for severance damages, if any. It is further provided that in addition thereto, such sums as may be required for legal fees and costs, engineering, and other incidental costs in such reasonable amounts as the CITY may require shall be deposited with the City of Cupertino. 20. HOLD HARMLESS It is further agreed that, commencing with the performance of the Work by the DEVELOPER or his contractor and continuing until the completion of the maintenance of the Work, the DEVELOPER shall indemnify, hold harmless and defend the CITY from and aginst any or all loss, cost, expense, damage or liability, or claim thereof, occasioned by or in any way whatsoever arising out of the performance or nonperformance of the Work or the negligence or willful misconduct of the DEVELOPER or the DEVELOPER' S agents, employees and independent contractors. 21. INSURANCE It is further agreed that: The DEVELOPER shall take out, or shall require any contractor engaged to perform the Work to take out, and maintain at all times during the performance and maintenance of the Work called for or required to be done hereunder, a policy of insurance naming the CITY and members of the City Council of the City of Cupertino, individually and collectively, and the officers, agents and employees of the City individually and collectively, as insured. Said separate policy -shall provide bodily injury and property damage coverage to the foregoing named CITY and individuals covering all the Work performed by, for, or on behalf of said DEVELOPER. Both bodily injury and property damage insurance must be on ah occurrence basis; and said policy or policies shall provide that the coverage afforded thereby shall be primary coverage to the full limit of Page 8 • • liability stated in the declarations, and if the city, its406?.cE member363s of the• City Council individually and collectively, and the • ' officers, agents, and employees of the CITY, individually and • . collectively, have other insurance against the loss covered by said policy or policies, that other insurance shall be excess insurance only. • A. Each of said policies of insurance shall provide coverage in the following minimum amounts: For bodily injury, $100 , 000 each person; $300, 000 each occurrence, property damage, $50, 000 ' on account of any one occurrence with an aggregate limit of not less than $200, 000 . B. The DEVELOPER shall file with the City Engineer at or prior to the time of execution of this AGREEMENT by the DEVELOPER such evidence of said foregoing policy or policies of insurance as shall be satisfactory to said City Engineer. Each such policy or policies shall bear an endorsement precluding the cancellation or reduction in coverage without giving the City Engineer at least ten (10 ) days advance notice thereof. C. In the event that the Project covered herein should be mutually situated in or affect the area of jurisdiction of a separate. municipality or political subdivision of the State of California, the policies of insurance required herein and above shall co-name such municipality or political subdivision and the provision set forth herein and above for the protection of the CITY shall equally apply to municipality and political subdivision. 22. MAPS AND/OR IMPROVEMENT PLANS It is further agreed that the DEVELOPER shall furnish CITY with the following maps and/or plans at his own expense: A. A mylar sepia and seven (7 ) prints of fully executed parcel maps. __ . B. A mylar sepia and thirteen (13) prints of fully executed tract maps. C. A mylar sepia and eleven (11) prints of fully executed improvement plans. D. A direct duplicating silver negative microfilm aperature card of all executed improvement plans and maps. It is agreed that the sepia, prints and microfilm of maps will be furnished within one month following recordation at the County of Santa Clara. It is also agreed that the sepia, prints and microfilm for improvement plans will be furnished within one month following the signing of the plans by the CITY. 23. DEFERMENT It is further agreed that the DEVELOPER shall furnish, construct and install at his own expense, either upon six ( 6 ) Page 9 . 1406?,WE 367 - months notice from the CITY, which in no event shall be earlier • than eighteen (18 ) months from the date of this Agreement, in which event the Work must be completed within one (1) year thereafter, or in the absence of such notification, no later than seven ( 7 ) years _ from date of this AGREEMENT, the following improvements: A. Any and all standard street frontage improvements on Parcels A, C and D as the parcels are outlined on Exhibit B. B. The funding of traffic signals at Pacifica/North De Anza Boulevard and Stevens Creek/North De Anza Boulevard. C. The crosswalk treatment for all frontages per City standards. D. On-site storm drains as required for parcels which drain across other parcels. E. Any and all improvements required by the Neighborhood Intrusion Plan. F. Any and all work required by conditions of the tentative map or zoning approvals. Until such notification is made by CITY, or such time has elapsed, Sections numbered 1 through 21, are hereby deferred. The DEVELOPER further agrees to cooperate, upon notice by the CITY, with other property owners, the CITY and other public agencies to provide the improvements set forth herein under a joint cooperative plan, including the formation of a • local improvement district, if this method is feasible to secure the installation and construction of the improvements. 24. SUCCESSORS - RUN WITH LAND This AGREEMENT shall bind the heirs, administrators, executors, successors, assigns and transferees of DEVELOPER. It is agreed and understood that this AGREEMENT shall be filed for record in the Office of the County Recorder of the County of Santa Clara, State of California and that the covenants in this AGREEMENT shall run with the land, a description of which is contained in Exhibit C, which is attached hereto and made a part hereof by reference, and is for the benefit of the other lands in the City of Cupertino. Page 10 • • I 406 FAH 365 • • IN WITNESS WHEREOF, CITY has caused its name to be hereunto affixed by its Mayor and City Clerk ' thereunto duly authorized by resolution of the City Council and said DEVELOPER has hereunto caused his name to be affixed the day and year first above written. CITY OF CUPERTINO Approved as to form: ,ts (/y/��. Mateo.Or (/ City Attorn4/14;72 �� +v �Elerk 32 9/ril DEVELOPER: CUPERTINO CITY CENTER ASSOCIATES-A,C & D a California limited partnership by its general partner: PROM XX, IN . , a ialifornia corporation as Trustee of Th• DNS Trust BY: ��/ SAND::k . DILLER, President Acknowledgement and Exhibits "A" and "B" attached . Page 11 STATE OF CALIFORNIA . ) 1406'AGE 369 ss. - COUNTY OF SANTA CLARA) On this day of day of , in the year of , before me personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to this instrument, and acknowledged that he (she or they) executed it. WITNESS my hand and official seal. Notary Public in and for the County of Santa Clara, State of California CORPORATION ACKNOWLEDGEMENT STATE OF CALIFORNIA ) ss. COUNTY OF SANTA CLARA) On this day of day of in the year of , before me personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within instrument as president (or secretary) or on behalf of the corporation therein named and acknowledged to me that the corporation executed it. 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L.-set Ir . » 1 JJ 1g ' VOLJG._ Bula OF EE>RNOS C` ^� TNC BEARING MaYOO 4o w o TIE MONUMENT ZINC feTWEEN ,. 'I ! I5s a PARCEL C I 1 H f •' THE FOUND GRANITE MONUMENT]IN STEVEN]CRUX ROAD ? d ....4 ill I 14 > n I -"y`r'6+ y-' 1 NON Ise Al STEVENS CREEK BOOL VANDI AS SHOWN Cx TIe IIS ,.f•1.1,r •Zf2T2<CIu MAYO/•TRACT L.SNS.CUOERTWO Tows CEMTW,FILED IN `O y LLI fr _ PAR L BOOK m( AC Mua.T NDea x.xO aT,vxTA n>RA muxrr Q ] 2 S 2L= I 1 I�NI ickt r / /• RECORDS.WAS TAx(N AS THE BASIS Of BEARINGS FOR T1113 MAR • I 2 ; npwWI,-1,ma T.R315 a LANDS • AVENUE': •Y»»✓otaor—�' IDS -.AREA MI,OIv10(O IT TINS MAP IS 2m71 ACRES MORE CR LESS. ¢e Q AVENUE:fror.e(.xi �' I p i•.'4 E;• / b. .2 • 'LANDS: OF +l N , ta(xO J - BARCLAY BANK B . �• „4ttC}( PROPERTY LIME I" 1 1 „ / : \' comatose ¢ .INC. c. : I /' p.��},{-}S la \ � — ' MONUMENT UNE •�• „- A I • �/'•6,aY / k EASEMENT UNE I, / _C : • `J • /d __ r UT Li IRON PIPC.04 IEAO PLUG p I. ,.• zo x:• full r `tSp, ::HARTIEA ATAO NCCIOMAP IELD 5 N>m mon . LVE f .•fKra%•a ` q•' r.,' I 1O, PER BODN 100 MAPS,P4a.](a ST /�{' >i STD.CIT!MONUMENT EWND Y2MAST nax— a• f,• `•`• �• ;Iv 0 STO. CITY MONUMENT TO BE SET •So ./ ' .f'` R So E. PUBLIC STORM DRAIN EASEMENT l•VJfA '3 • DEDICATED N(REON. O t'C/. /. • P.U.E. PUBLIC UTILITY EASEMENT a PARCEL . D xP •z� DEDICATED MERLON. w I• „ B.aa25 Acre• PARCEL A I J 'I3 5 2.4145 m NL.r(EIAr•Iw ( tie,: ;!8' • PARCEL MAP z -- 'a•�— em' ,ii patro'»•°' fn Ylr.On CUPERTINO CITY CENTER < j .•••Of..'r I.A••w'm•WI� •r.\'h. r BEING A RESUBDIVISION OF' RrrN1 LOT u TRACT Nj.3743, 36 MAPS,3e 8 37 LU ra 13411.01 I, n�''f y�L� A PORTION OF THE SOUTHEAST I/4 J 'SI -. - OF SECTION 13 TOWNSHIP 7 SOUTH, • CNVEYEewAUFORNI1WATER LOT R RANGE 2 WEST maeLe ILO SOWZ1 Om uurMNa w4Tt1f - fPYICE LOCATION WDLTERMIMAML TRACT i1O.3743 CITY OF CUPERTINO COUNTY OF SANTA CLARA • PURSUANT TO SECTION 44434 E1 STATE OF CALIFORNIA MIGUES AVENUE / • ISc MAPS,36837 co THE LBO1YISKIM WY ACT THE , � SIGNATURES AS EASEMENT MOLDER] }mesa aH Scale •CO. r�w Sr Lt fug. OI IKCWp 4aAN ow,faaTEf 0 • 1 V MOW HAVE YEN MATEO. rww ,rmg� '•',��'t • E401 O.R.2L 14-) -� �� I`f ::•"..liar IN1 GR.lEi GI% ASSOCIATES .. lT C D / 14(4 OIL 4aa OrA��rw. • 'f w1' A91"+' B ilii DA w:n: N • ACKNOWLEDGMENT 1 406 PAGE 372 STATE OF CALIFORNIA ) County of Santa Clara ) SS. On this 9th day of march , 1984 before me, the undersigned, a Notary Public in and for said State, personally appeared Sanford N. Diller, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within instrument as President, on behalf of PROM XX, INC. , the corporation therein named, as trustee of the DNS Trust, being personally known to me (or proved to me on the basis of satisfactory evidence) to be the general partner of CUPERTINO CITY CENTER PARTNERS A. one of the partnerships that executed the within instrument, said partnership being known to me (or proved to me on the basis of satisfactory evidence) to be the general partner of CUPERTINO CITY CENTER ASSOCIATES A, one of the partnerships that executed the within instrument and acknowledged to me that such corporation executed the 'within instrument pursuant to its by—laws or a resolution of its board of directors, as such partner and that such partnership executed the within instrument as such partner and that such partnership executed the within instrument. Witness my hand and official seal. OF ICTAL SEAL • 'y' NOARRGUU8RJJE AuAoVNla • / I tFK S1' SANTA CLARA COUNTY / My Comm.EVire,Juno 27,1986 1 My. commission expires; 6/21/86 • ACKNOWLEDGMENT STATE OF CALIFORNIA ) r 40s ;3 '•:G '73 County of Santa Clara ) On this 9th day of March , 1984 before me, the undersigned, a Notary Public in and for said State, personally appeared Sanford N. Diller, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within instrument as President, on behalf of PROM XX, INC. , the corporation therein named, as trustee of the DNS Trust, being personally known to me (or proved to me on the basis of satisfactory evidence) to be the general partner of CUPERTINO CITY CENTER PARTNERS C, one of the partnerships that executed the within instrument, said partnership being known to me (or proved to me on the basis of satisfactory evidence) to be the general partner of CUPERTINO CITY CENTER ASSOCIATES C, one of the partnerships that executed the within instrument and acknowledged to me that such corporation executed the within instrument pursuant to its by—laws or a resolution of its board of directors, as such partner and that such partnership executed the within instrument as such partner and that such partnership executed the within instrument. Witness my hand and official Seal , ofFICIALSEAL MARGUERITE GAUViN / . F - a,• NOTARY PUBLIC-CALIFORNIA SAMA CLARA COON 986 / My Comm.Expires June 21, ...rrrrrr///Ill��fff 6/21/86 My commission expires: . ' , • ACKNOWLEDGMENT STATE OF CALIFORNIA ) County of Santa Clara ) I406f'4GE374 On this 9th day of March , 1984 before me, the undersigned, a Notary Public in and for said State, personally appeared Sanford N. Diller, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within instrument as President, on behalf of PROM XX, INC. , the corporation therein named, as trustee of the DNS Trust, being personally known to me (or proved to me on the basis of satisfactory evidence) to be the general partner of CUPERTINO CITY CENTER PARTNERS D , one of the partnerships that executed the within instrument, said partnership being known to me (or proved to me on the basis of satisfactory evidence) to be the general partner of CUPERTINO CITY CENTER .ASSOCIATES D , one of the partnerships that executed the within instrument and acknowledged to me that such corporation executed the within instrument pursuant to its by—laws or a resolution of its board of directors, as such partner and that such partnership executed the within instrument as such partner and that such partnership executed the within instrument. Witness my hand and official seal. 0 ICIAL SEAL i►t�: MARGUERITE GAUVIN • raga;NOTARY PUBLIC•CALIFORNIA �jigiN SANTA CLARA COUNTY vx My Comm.Expires Juno 21,1986 My commission expires: 6/21/86 = Citij of Cupertino 10300 Tone Avenue P.O. Box 580 ' Cupertino, California 95014 Cupertino,California 95015 Telephone: (408) 252-4505 • OFFICE OF THE CITY CLERK March 21, 1984 Mr. George A. Mann Santa Clara County Recorder 70 West Hedding Street San Jose, California 95110 DOCUMENT FOR RECORDATION Will you please record the enclosed document: One (1) Agreement by and between the City of Cupertino .and Cupertino City Center Associates A, a California Limited Partnership; Cupertino City Center Associates C, a California Limited Partnership and Cupertino City Center Associated D, a California Limited Partnership, aong with one (1) certified copy of Resolution No. 6292. Thank you for your cooperation. Sincer: DOROTOHY CORN LIUS CITY CLERK CITY OF CUPERTINO DC/so encl. 4 ' • • cmyititcy ON of aepertirio 10300 Torre Avenue P.O. Box 580 Cupertino, California 95014 Cupertino,California 95015 Telephone: (408) 252-4505 OFFICE OF THE CITY CLERK February 11, 1987 Prometheus Development Co. , Inc. 20300 Stevens Creek Boulevard Suite 100 Cupertino, CA 95014 TRACT AGREEMENT CITY CENTER - PHASE III - PARK DEDICATION FEES We are enclosing to you for your files one (1) copy of the following Resolution and Agreement which has been fully executed by City Officials, Resolution No. 7009 was enacted by the City Council of the City of Cupertino, at their regular meeting of Monday, December 15, 1986. Resolution No. 7009: "A Resolution of the City Council of the City of Cupertino Authorizing Execution of Park Fee Agreement with Prometheus Development Company; Southeast Corner of Stevens Creek Boulevard and De Anza Boulevard" Sincerely, ' DOROTHY CORNELIUS CITY CLERK CITY OF CUPERTINO DC/so encl. cc: Department of Public Works RESOLUTION NO. 7009 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO AUTHORIZING EXECUTION OF PARK FEE AGREEMENT WITH PRCMETREEJS DEVELOPMENT COMPANY; SOUTHEAST CORKER OF STEVENS CREEK BOUIEVARD AND DEANZA BOULEVARD VEERFAS, there has been presented to the City Council a proposed agreement between the City and Prometheus Development Company for the payment of Park Dedication Fees as more particularly described in said agreement, relative to all the property at the southeast corner of Stevens Creek Boulevard and DeAnza Boulevard; and WHEREAS, the provisions of said agreement having been approved by the Director of Public Works and the City Attorney; NOW, THEREFORE, BE IT RESOLVED that the Mayor arra the City Clerk are hereby authorized to execute said agreement in behalf of the City of Cupertino. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 15rh day of Tlaramhar , 1986 by the following vote: Vote Members of the City Council • AYES: Johnson, Gatto, Plungy, Rogers, Sparks NOES: None ABSENT: None ABSTAIN: None APPROVED: /s/ W. Reed Sparks Mayor, City of Cupertino ATTEST: /s/ Dorothy Cornelius City Clerk c • TRACT AGREEMENT CITY CENTER - PHASE III N. DE ANZA BOULEVARD This AGREEMENT, made and entered into this 15th day of December , 19 86 , by and between the CITY OF CUPERTINO, a municipal corporation of the State of California, hereinafter designated as CITY, and CUPERTINO CITY CENTER ASSOCIATES D hereinafter designated as DEVELOPER. WITNESSETH THE DEVELOPER stipulates that he has constructed a ninety-nine (99) unit Residential building on Parcel 3 of that Certain Map filed for record in Book 550, Pages 24, 25, and 26, Santa Clara County Recorder's Office, and THE DEVELOPER agrees that Park Dedication Fees (per Section 18-1.602, et al, Municipal Code) are due on the Residential Apartment Units that are about to be completed and occupied on said Parcel 3, and that a 50o credit of such fees has been approved by the City. In addition, it is agreed that only 89 units are subject to the Park Dedication Fees. THE DEVELOPER and CITY both agree that the DEVELOPER may file a Condominium Map on the subject building and that Park Dedication Fees will be' due to the CITY at that time. HOWEVER, the DEVELOPER further agrees to pay the CITY an amount calculated to be the Park Dedication Fee if the Condominium Map is not filed with the CITY within three (3) years from the date herein above.and--flee Rebitdenf4,ad--Apar 4ri4�s-arm-st444-4-n-.ex3�stenea Security for this agreement shall be from a separate bond agreement. CITY OF CUPERTINO Approved as to form: / I �i Mayor City Attorn y Ci y Clerk DEVELOPER Cupertino City Center Associates D By: DNS Trust, Its General Partner By: Sanford N. Diller, Trustee Cr4` STATE OF CALIFORNIA COUNTY OF SANTA CLARA On December 5 , 1986 , before me, the undersigned Notary Public, personally appeared SANFORD N. DILLER, proved to me on the basis of satisfactory evidence, to be the person who executed the within instrument as Trustee of the DNS Trust , the general partner of Cupertino City Center Associates D, a limited partnership, the partnership that executed the within instrument, and acknowledged to me that such trust executed the within instrument and that such partnership executed the within instrument as such partner. WITNESS my hand and of ' ial seal . eaf gi,, i • A• Notat •ublic tat of California • My c, 1t4t o refrz DPo • CORPORATE ACKNOWLEDGMENT NO.202 ern' Cr . !!!!J!!!!I!!!/!!!!I!>CCCCr/!!_!!!!!I!!Jl!!!!llJYJ!!/J/!!�!!!!!!!!!!!!!.l!!!!!!!!!!! !T N \ State of California On this the lath day of February 1985,before me, ti r:�', k7 l SS. \ 'i"1 county of Alameda Mary B. Jacobs , ti ,) the undersigned Notary Public,personally appeared Evelyn D. Taylor \ 1 IX personally known to me 5 ❑ proved.to me on the basis of satisfactory evidence \ -y�. OFFICIAL SEAL to be the person(s)who executed the within instrument as S\ S 7'�` ,, MARY B. JACOBS : \1 Vo .4t, NOTAALAMFDACOUNN CALIFORNIA 1 Attorney-In-Fact or on behalf of the corporation therein \ '^ My Comm.Expires laa.2,1787 - named,and acknowledged to me that the corporation executed it. o if".ti __ WITNESS my hand and official seal. o �� / to)i A/�/i ✓. 4 4i i I l .\ Notary's ignatur/ / . o __. _ - ue i ue, unreov.eecnrmnnu.mmo Vnnnnn BNC.•P.O.Box 4625•Woodland HIIIs,CA 81384 (y--U7 Y -- UNITED PACIFIC INSURANCE COMPANY HOME OFFICE, TACOMA, WASHINGTON • SUBDIVISION BOND Premium $185.00 Bond No. U51 06 44 KNOW ALL MEN BY THESE PRESENTS, that we Cupertino City Center Associates B, A California Ltd. Partnership as Principal, and UNITED PACIFIC INSURANCE COMPANY of Tacoma, Washington, a Washington Corporation, authorized to do business in the State of California , as Surety, are held and firmly bound unto City of Cupertino as Obligee, in the penal sum of Twenty Thousand Five Hundred Eighty and No/100 ($ 20,580.00 DOLLARS, lawful money of the United States of America, for the payment of which well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, Cupertino City Center Associates B tallation of permanent landscaping in the area has agreed to construct in Ins to the west of building No. 1, 20300 Stevens Creek Blvd. , Cupertino, CA NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the said Principal shall con- It struct, or have constructed, the improvements herein described and shall save the Obligee harmless from any loss, ty.,, cost or damage by reason of its failure to complete said work, then this obligation shall be null and void; other- t t wise to remain in full force and effect. - U ' Signed, sealed and dated this 14th day of February 19 85 Cupertino C/r nter Associates B, A Califorder Partnership principal By, ii` - Sanf it; N. Di' er, President of Prom , Inc. , a corporaation,DNSustee Trust UNITE�ACIFIC INsu�NCE COMPANY By: Evelyn 'U. Taylor Attorney in-Fact r i BDU-2320 ED.3/72 f i STATE OF CALIFORNIA ss. COUNTY OF SANTA CLARA ) On this 5th day of March , 1985 , before me, the undersigned, a Notary Public in and for the State of California, personally appeared SANFORD N. DILLER , proved to me on the basis of satisfactory evidence to be the person who executed the within instrument as President, on behalf of PROM XX, INC. , the corporation therein named, as trustee of the DNS TRUST, proved to me on the basis of satisfactory evidence to be the general partner of CUPERTINO CITY ASSOCIATES B, one of the partnerships that executed the within instrument, and acknowledged to me that such corporation executed the within instrument pursuant to its bylaws or a resolution of its Board of Directors, as such partner and that such partnership executed the within instrument as such partner and that such partnership executed the within instrument. WITNESS my hand and official seal. / Nota 'Public, ate of California /44# / $ ti9 ce.if •�•Ny CSq �4,9 e9j'C'SF;. 4 C4I0 Gl•'. 6, 0°44741, ;. - UNITED PACIFIC INSURANCE COMPANY • HEAD OFFICE,FEDERAL WAY, WASHINGTON POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS,That the UNITED PACIFIC INSURANCE COMPANY,a corporation duly organized under the laws of the State of Washington,does hereby make,constitute and appoint EVELYN D. TAYLOR of EMERYVILLE, CALIFORNIA--- its true and lawful Attorney-in-Fact,to make,execute,seal and deliver for and on its behalf,and as its act and deed ANY AND ALL BONDS AND UNDERTAKINGS OF SURETYSHIP and to bind the UNITED PACIFIC INSURANCE COMPANY thereby as fully and to the same extent as if such bonds and undertakings and other writings obligatory in the nature thereof were signed by an Executive Officer of the UNITED PACIFIC INSURANCE COMPANY and sealed and attested by one other of such officers,and hereby ratifies and confirms all that its said Attorney(s)-in-Fact may do in pursuance hereof. This Power of Attorney is granted under and by authority of Article VII of the By-Laws of UNITED PACIFIC INSURANCE COMPANY which became effective September 7,1978,which provisions are now in full force and effect,reading as follows: ARTICLE VII - EXECUTION OF BONDS AND UNDERTAKINGS 1. The Board of Directors,the President,the Chairman of the Board,any Senior Vice President,any Vice President or Assistant Vice President or other officer designated by the Board of Directors shall have power and authority to(al appoint Attorneys-in-Fact and to authorize them to execute on behalf of the Company, bonds and undertakings, recognizances, contracts of indemnity and other writings obligatory in the nature thereof,and Ib) to remove any such Attorney-in-Fact at any time and revoke the power and authority given to him. 2. Attorneys-in-Fact shall have power and authority,subject to the terms and limitations of the power of attorney issued to them,to execute and deliver on behalf of the Company,bonds and undertakings,recognizances,contracts of indemnity and other writings obligatory in the nature thereof. The corporate seal is not necessary for the validity of any bonds and undertaking.,recognizances,contracts of indemnity and other writings obligatory in the nature thereof. 3. Attorneys•in•Fact shall have power and authority to execute affidavits required to be attached to bonds,recognizances,contracts of indem- nity or other conditional or obligatory undertakings and they shell also have power and authority to certify the financial statement of the Company and to copies of the By-Laws of the Company or any article or section thereof. This power of attorney is signed and sealed by facsimile under and by authority of the following Resolution adopted by the Board of Directors of UNITED PACIFIC INSURANCE COMPANY at a meeting held on the 5th day of June, 1979,at which a quorum was present,and said Resolution has not been amended or repealed: "Resolved,that the signatures of such directors and officers and the seal of the Company may be affixed to any such power of attorney or any certificate relating thereto by facsimile, and any such power of attorney or certificate bearing such facsimile signatures or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by facsimile signatures and facsimile seal shall be valid and binding upon the Company in the future with respect to any bond or undertaking to which it is attached." IN WITNESS WHEREOF,the UNITED PACIFIC INSURANCE COMPANY has caused these presents to be signed by its Vice President,and its corporate seal to be hereto affixed,this 18th day of April 19 83 9si� /J°`�'+�6 UNITED PACI IC INSURANCE£COMP/INY _ BUJ sP.LLBUJ f- 75.5.4-{..1.s,L�( Vice President STATE OF Washington COUNTY OF King ss. On this 18th day of 1April . 19 8.3ersonally appeared Charles B. Schmalz to me known to be the Vice-President of the UNITED PACIFIC INSURANCE COMPANY, and acknowledged that he executed and attested the fore. going instrument and affixed the seal of said corporation thereto, and that Article VII,Section 1, 2,and 3 of the By-Laws of said Company, and the Resolution,set forth therein,are still in full force. are My Commission Expires: !i•° I;`9', . �i_I• i_ _ / './a4 .G July 20 .19 86 '', el Notary Public in and for State of Washington Residing at Milton Charles J. Falskow , As istant Secretary of the UNITED PACIFIC INSURANCE COMPANY,do hereby certify that the above and foregoing is a true and correct copy of a Power of Attorney executed by said UNITED PACIFIC INSURANCE COMPANY,which is still in full force and effect. IN WITNESS WHEREOF,I have hereunto set my hand and affixed the seal of said Company this 14th day of February 19 c..m BD V�11J7 Ed. 4/80 ±�L s Assistant Secretary 4w.cia • Citiq of Cupertino 10300 Torre Avenue P.O. Box 580 Cupertino, California 95014 Cupertino,California 95015 Telephone: (408)252-4505 OFFICE OF THE CITY CLERK March 21, 1984 Mr. George A. Mann Santa Clara County Recorder 70 West Redding Street San Jose, California 95110 DOCUMENT FOR RECORDATION Will you please record the enclosed document: One (1) Agreement by and between the City of Cupertino and Cupertino City Center Associates A, a California Limited Partnership; Cupertino City Center Associates C, a California Limited Partnership and Cupertino City Center Associated D, a California Limited Partnership, aong with one (1) certified copy of Resolution No. 6292. Thank you for your cooperation. Sincer i DOROTOHY CORN LIUS CITY CLERK CITY OF CUPERTINO DC/so encl. FltidiWre -�a' 4;r'4 ' 7 1 c-a,:t j3 �{YiG N .7,4, P A.. 4 r,a~ ! " T. cS. V fi,?itP ta' J , . . -w Citu of Cupertino 10300 Torre Avenue P.O. Box 580 Cupertino, California 95014 Cupertino,California 95015 Telephone: (408)252-4505 OFFICE OF THE CITY CLERK March 20, 1984 Prometheus Development Co. , Inc. 10080 No. Wolfe Road Cupertino, CA 95014 AGREEMENTS - Cupertino City Center Associates B - Standard Agreement Cupertino City Center Associates A, C, D, Deferred Agreement • We are enclosing to you for your files two (2) sets of Agreements between the- City of Cupertino and Cupertino City Center Associates A, a California Limited Partnership, Cupertino City Center Associates C, a California Limited Partnership, and Cupertino City Center Associated D, a California Limited Partnership and Agreement between the City of Cupertino and Cupertino City Center Associates B, a California Limited Partnership, which have been fully executed by City Officials, along with copies of Resolution No. 6292, which was enacted by the City Council of the City of Cupertino, at their regular meeting of March 13, 1984. Cupertino City Center Associates A, C, D, a Deferred Agreement requires recordation. Recordation takes six to eight weeks, a recorded copy will be on file in this office: Sine—- -re' DOROTHY CORNELIUS CITY CLERK CITY OF CUPERTINO - DC/so! encl. • cc: Department of Public Works RESOLUTION NO. 6292 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO APPROVING PARCEL MAP AND IMPROVEMENT PLANS OF PROPERTY LOCATED AT THE SOUTHWEST CORNER OF STEVENS CREEK BOULEVARD AND TORRE AVENUE; DEVELOPER, PROMETHEUS DEVELOPMENT CO. ; AUTHORIZING EXECUTION OF IMPROVEMENT AGREEMENTS; AUTHORIZING SIGNING OF PARCEL MAP AND IMPROVEMENT PLANS WHEREAS, there has been presented to the City Council for approval of the parcel map and improvement plans of property located at the southwest corner of Stevens Creek Boulevard and Torre Avenue by Prometheus Development Co. ; and WHEREAS, there has been presented to the City Council a proposed standard agreement and a deferred agreement for the construction of streets, curbs, and gutters, and for other improvements, and good and sufficient bonds (letter of credit) , fees, and deposits as set forth in Exhibit "A" having been presented for the faithful performance of said work and the carrying out of said agreements, and said map, agreements, and bonds having been approved by the City Attorney; NOW, THEREFORE BE IT RESOLVED THAT a. Said parcel map and improvement plans herein referred to are hereby approved. b . The offer of dedication for street areas and all easements is hereby accepted. c. The City Engineer is hereby authorized to sign said improvement plans. d. The City Engineer and the City Clerk are hereby authorized to sign said parcel map and have it recorded. e. The Mayor and the City Clerk are hereby authorized to execute a standard street improvement agreement between the City and Cupertino City Center Associates B, a California Limited Partnership. f. The Mayor and the City Clerk are hereby authorized to execute a deferred street improvement agreement between the City and Cupertino City Center Associates A, a California Limited Partnership; Cupertino City Center Associates C, a California Limited Partnership; and Cupertino City Center Associates D, a California Limited Partnership. g. The deferred agreement shall be recorded with the County Recorder. • • • RESOLUTION NO. 6292 PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 13th day of March, 1984 by the following vote : Vote Members of the City Council AYES: Gatto, Johnson, Plungy NOES: None ABSENT: Rogers, Sparks ABSTAIN: None APPROVED: /s/ John J. Plungy, Jr. Mayor, City of Cupertino ATTEST: /s/ Dorothy Cornelius City Clerk RESOLUTION NO. 6292 EXHIBIT "A" SCHEDULE OF BOND, FEES, AND DEPOSITS DEVELOPMENT: Commercial Cupertino City Center Associates B Prometheus Development Co. LOCATION: Southwest corner of Stevens Creek Boulevard and Torre Avenue A. Faithful Performance Bond: $330,000.00* Three Hundred Thirty Thousand and no/100 Dollars B. Labor and Material Bond : $330,000.00* Three Hundred Thirty Thousand and no/100 Dollars C. Checking and Inspection Fee: $ 16,500.00 Sixteen Thousand Five Hundred and no/100 Dollars D. Indirect City Expenses: $ 2,475.00 Two Thousand Four Hundred Seventy—Five and no/100 Dollars E. Development Maintenance Deposit: $ 310.00 Three Hundred Ten and no/100 Dollars • F. Storm Drainage Fee: $ 24,000.00 Twenty—four Thousand and no/100 Dollars G. One Year Power Cost : $ 332.00 Three Hundred Thirty—two and no/100 Dollars H. Street Trees: By Developer I. Map Checking Fee: $ 50.00 Fifty and no/100 Dollars J. Park Fee: N/A K. Water Main Extension Deposit N/A L. Storm Drain Work Fee $ 4,000.00** Four Thousand and no/100 Dollars M. Maps and/or Improvement Plans: By Developer —3— RESOLUTION NO. 6292 Work Bonded Herein : * 1. All Standard Street Improvements on and along Parcel B Frontage. * 2. Traffic Signal at Stevens Creek Boulevard and Torre Avenue. ** 3. The Storm Drain Main Extension on North De Anza Boulevard. * 4. Landscapng of Parcel B Frontage and Medians. —4— AGREEMENT• This AGREEMENT made and entered into this __ 13th day of March , 19 84, by and between the CITY OF CUPERTINO, a municipal corporation of the State of California, hereinafter designated as CITY, and CUPERTINO CITY CENTER ASSOCIATES-B, a California limited partnership hereinafter designated as DEVELOPER. WITNESSETH , WHEREAS, the DEVELOPER has made application to the CITY for a parcel map and is securing a building permit from CITY to construct and maintain a commercial development, hereinafter referred to as "Project. " WHEREAS, CITY hereby approves the improvement plans and specifications prepared for the Project by Carroll and Associates; a true ' copy of said improvement plans and specifications are on file in the office of the City Engineer of Cupertino; and WHEREAS, the same are incorporated herein by reference, the same as though set out in full; now THEREFORE, said improvement plans and specifications shall be hereinafter called the "Plans, " and the work to be done under the Plans shall be called the "Work. " WHEREAS, pursuant to the provisions of this AGREEMENT, the CITY hereby established the amounts of Bonds, Fees, and Deposits as set forth in the following schedule: Page 1 SCHEDULE OF BONDS, FEES AND DEPOSITS PART A. Faithful Performance Bond: $330, 000 .00 * Three Hundred Thirty Thousand and no/l00 Dollars PART B. Labor and Material Bond: $330,000 . 00 * Three Hundred Thirty Thousand and no/100 .Dollars PART C. Checking and Inspection Fee: $ 16, 500 . 00 Sixteen Thousand Five Hundred and no/100 Dollars PART D. Indirect City Expenses: $ 2, 475. 00 Two Thousand Four Hundred Seventy-Five and no/100 Dollars PART E. Development Maintenance Deposit: $ 310 . 00 Three Hundred Ten and no/100 Dollars PART F. Storm Drainage Fee: $ 24,000 . 00 Twenty-Four Thousand and no/100 Dollars PART G. One Year Power Cost: $ 322.00 Three Hundred Twenty-Two and no/100 Dollars PART H. Street Trees: By DEVELOPER PART I. Map Checking Fee: $ 50 . 00 Fifty and no/100 Dollars PART J. Park Fee: N/A PART K. Water Main Extension Deposit N/A PART L. Storm Drain Work Fee $ 4, 000 .00 Four Thousand and no/100 Dollars PART M. Maps and/or Improvement Plans: By DEVELOPER Work Bonded Herein: * 1. All Standard Street Improvements on and along Parcel B Frontage. * 2. Traffic Signal at Stevens Creek Boulevard and Torre Avenue. **3. The Storm Drain Main Extension on North De Anza Boulevard. * 4. Landscaping of Parcel B Frontage and Medians. Page 2 NOW, THEREFORE, IT IS HEREBY MUTUALLY AGREED by and between the parties hereto as follows, TO WIT: 1. DEDICATION The DEVELOPER offers to dedicate the real prope - y shown on • hibit "A", which is attached hereto and made a •art hereof by ref- ence. Said dedicated property shall be free a . clear of all liens or -ncumbrances except those which the CITY s. = 11 waive in writing. The DEVELOPER agrees not to revoke sai. offer of dedication, and to rep said offer open until the CIT -ccepts offer by resolution. B. Upon executeof this AGREEMENT "e DEVELOPER agrees to deliver a properly execut_d grant deed to the CITY of the real property described in Ex - 'bit "A", - such other executed conveyances, or instruments ne. -ssary convey clear title as herein required. The DEVELOPER sha : provide, at the DEVELOPER' S sole cost and expense, to the City: (1) A preliminary title re.•r . issued by a title insurance company relating to th= prope y offered for dedication; said Preliminary Tit - Repor shall be furnished by Developer. (2) A standard r • icy of title insuran - issued by a title insurance cou'•any and insuring the CI in the sum of: N/A, and wh' h shall show said property fr-- and clear of all lient or encumbrances except those as he CITY shall expres waive in writing; said policy shall •e furnished at t - time of acceptance of dedication and reco .ation of de=. . C. Upon the condition precedent that the DEVELOPER 'all perfo ' each and every covenant and condition of this AGREEMENT, t•e CI agrees to accept said real property offered for dedication. 2. INSTALLATION OF WORK It is further agreed that: A. The DEVELOPER shall install and complete the Work within one (1) year from the date of execution of this AGREEMENT, or such longer period as may be specifically authorized in writing by the City Engineer. In the event the DEVELOPER fails orrefuses to complete the Work within the specified period of time, the CITY, at its sole option, shall be authorized to-- complete the Work in whatever manner the CITY shall decide. In the event the CITY completes the Work, the CITY may recover any and all costs incurred thereby from the DEVELOPER or the DEVELOPER' S surety or both. B. The DEVELOPER shall install and complete the Work in a good and workmanlike manner in accordance with the plans as approved by the City Engineer of Cupertino. The Work shall be done Page 3 in accordance with existing ordinances and resolutions of the CITY . and in accordance with all plans, specifications, standards, sizes, lines, and, grades approved by the City Engineer. The Work shall be done in accordance with all State and County Statutes applicable hereto. The decision of the City' Engineer shall be final as to whether any material or workmanship meets the standards, specifications, plans, sizes, lines and grades as set forth. C. It is further agreed that the Work shall be done in accordance with the most current Standard Specifications of the Department of Public Works, California Department of Transportation, State of California, and in accordance with the specifications of the Cupertino Sanitary District where applicable. Wherever the words "State" or "California Division of Highways" are mentioned in the State Specifications, it shall be considered as referring to the CITY of Cupertino; also wherever the "Director" or "Director of Public Works" is mentioned, it shall be considered as referring to the City Engineer. In case of conflict between the State Specifications and the specifications of the CITY and/or the Cupertino Sanitary District, the specifications of the CITY and/or the Cupertino Sanitary District shall take precedence over and be used in lieu of such conflicting portions. 3. EXCAVATION PERMIT It is further agreed that the DEVELOPER shall comply with Section Three of Ordinance No. 130 of the CITY by obtaining an excavation permit from the City Engineer before the commencement of any excavation in, on, or under the surface of any existing public street, lane, alley, sidewalk, or other public place. It is further agreed that the DEVELOPER shall notify the City Engineer of the exact date and time when the proposed excavation is to commence. 4. QUITCLAIM DEED It isfurther agreed that the DEVELOPER,. when requested by the CITY, shall quitclaim all. his rights and interests in, and shall grant to CITY authorization to extract water from the underground strata laying beneath said project and DEVELOPER agrees to execute a "Quitclaim Deed and Authorization" in favor of CITY, when presented to him for signature. 5. BONDS AND OTHER SECURITY A. Upon the execution of this AGREEMENT, the DEVELOPER shall file with the CITY a faithful performance bond to assure his full and faithful performance of this AGREEMENT. The penal sum of said faithful performance bond shall be the full cost of any payment to be made under this AGREEMENT, the value of any land agreed to be dedicated, and any improvements to be made under this AGREEMENT. In the event that improvements are to be made under this AGREEMENT, Page 4 ,the DEVELOPER shall, in addition to said faithful performance, file with the CITY a labor and materials bond in a penal sum adequate to • assure full •payment of all labor and materials required to construct• said improvements. The amount of said bonds shall be as designated by the City Engineer. Said bonds shall be executed by a surety company authorized to transact a surety business in the State of California and must be approved by the City Attorney as to form and by the City Engineer as to sufficiency. In the event that the DEVELOPER shall fail faithfully to perform the covenants and conditions of this AGREEMENT, or to make any payment, or any dedication of land, or any improvements herein required, - the CITY shall call on the surety to perform this AGREEMENT or otherwise indemnify the CITY for the DEVELOPER'S failure to so do. B. In lieu of a surety bond, the DEVELOPER may elect to secure this AGREEMENT by depositing with the CITY: 1. Cash; or, 2 . A cashier' s check, or a certified check payable to the order of the City of Cupertino or, 3 . A certificate of deposit, or instrument of credit meeting the requirements of Government Code Section 66499 (b) or Cc) . C. The amount of said cash, checks, certificate of deposit, or instrument of credit shall be as designated by the City Engineer, and shall be the equivalent to that which would have been required had the DEVELOPER furnished the CITY with a surety bond. In the event that the DEVELOPER shall fail faithfully to perform the covenants and conditions of this AGREEMENT, or to make any payment, or any dedication of land, or any improvements herein required, the CITY may apply the proceeds of said security thereto. D. No release of surety bond, cash deposit, check, or certificate of deposit, shall be made except upon approval of the City Council. E. No interest shall be paid on any security deposited with the CITY. 6. CHECKING AND INSPECTION FEE - It is further agreed that DEVELOPER shall pay any and all necessary direct expenses for inspection, checking, etc. , incurred by CITY in connection with said Project, and that DEVELOPER shall have deposited with CITY, prior to execution of this AGREEMENT, the amount as set forth herein at Page 2 (Part C) . Should construction cost vary materially from the estimate from which said sum is calculated, the City Engineer shall notify DEVELOPER of any additional sum due and owing as a result thereof. 7. INDIRECT EXPENSES It is further agreed that DEVELOPER shall pay to CITY, prior to execution of this AGREEMENT, indirect expense allocable to processing these improvements, the amount as set forth herein at Page 2 (Part D) . Page 5 7A. MAP FILING FEE • It is further agreed that the DEVELOPER shall deposit with CITY, prior to execution of this AGREEMENT, for office checking of final map and field checking of street monuments, in compliance with Section 4: 1 of Ordinance No. 47 (Revised 12/04/61) of CITY, the amount as set forth herein at Page 2 (Part I) . 8. DEVELOPMENT MAINTENANCE DEPOSIT It is further agreed that the DEVELOPER shall pay to the CITY, prior to execution of this AGREEMENT, the amount set forth herein at Page 2 (Part E) as a development maintenance deposit to insure proper dust control and cleaning during the construction period. The development maintenance deposit may be utilized for repairs of defects and imperfections arising out of or due to faulty workmanship and/or materials appearing in said work during the period until release of the improvement bonds by the CITY. Should the DEVELOPER complete the required repairs to the entire satisfaction of the CITY, the unused balance will be returned after the release of the improvement bonds. 9A. STORM DRAINAGE FEE It is further agreed that the DEVELOPER shall deposit with the CITY, prior to execution of this AGREEMENT, a storm drainage charge in connection with said Project in accordance with the requirements established in Resolution 4422, March 21, 1977, in the amount as set forth herein at Page 2 (Part F) . 9B. WATER MAIN EXTENSION DEPOSIT The DEVELOPER further agrees to deposit with the CITY those monies required to comply with "Policy on Water Main Extensions Work and Deposits" dated 9/30/77. The deposit shall be held by the CITY until said monies are needed to implement improvements outlined by the Director of Public Works or improvements outlined within and adopted Water Master Plan. . The amount shown herein at Part K, Page 2, shall be the full amount due. 10 . ONE YEAR POWER COST It is further agreed that the DEVELOPER shall pay to CITY prior to execution of this AGREEMENT, the amount as set forth herein at Page 2 (Part G) , which amount represents the power cost for street lights for one year. 11. THE INSTALLATION OF STREET TREES It is further agreed that the DEVELOPER shall, at such time as deemed appropriate by the City Engineer, plant street trees in conformance with the standards of the City of Cupertino. Variety of tree shall be selected from the City approved list. Page 6 12. PARK FEES It is further agreed that the DEVELOPER shall pay such fees and/or dedicate such land to the CITY, prior to execution, as is required within "Park Dedication Ordinance" Number 602, 1972, and which is further stipulated under Part J, Page 2 herein. 13 . MAINTENANCE OF WORK It is further agreed that the DEVELOPER shall maintain the Work until all deficiencies in the Work are corrected to conform to the Plans and the City standards and specifications for the Work. The DEVELOPER shall, upon written notice thereof, immediately repair or replace, without cost or obligation to the City of Cupertino, and to the entire satisfaction of said CITY, all defects and imperfections arising out of or due to faulty workmanship and/or materials appearing in said Work. 14. SANITARY DISTRICT It is further agreed that the DEVELOPER shall file with CITY, upon execution of this AGREEMENT, a letter from the Cupertino Sanitary District stating that the DEVELOPER has entered into a separate AGREEMENT with the said District to install sanitary sewers to serve all lots within said Project and stating that a bond to insure full and faithful performance of the construction of the said sanitary sewers and to insure maintenance of said sanitary sewer in conformance with the provisions as set forth in Paragraph 13 above has been filed. 15. GOVERNMENT CODE It is further agreed that DEVELOPER shall file with CITY, upon execution of this AGREEMENT, substantial evidence that all prdvisions of Section 66493, Article 8, Chapter 4 of the Government Code, pertaining to special assessments or bonds, have been complied with. 16 . CENTRAL FIRE DISTRICT It is further agreed that the DEVELOPER shall file with the CITY, upon execution of this AGREEMENT, a letter from the Central Firs Protection District of Santa Clara County, stating that the DEVELOPER has entered into an AGREEMENT with said District to install fire hydrants to serve said Project and stating that all necessary fees have been deposited with said District to insure installation and five (5 ) year rental fee of said hydrants. 18. PACIFIC GAS AND ELECTRIC/PACIFIC TELEPHONE AND TELEGRAPH It is further agreed that the DEVELOPER shall pay to Pacific Gas and Electric Company and/or to Pacific Telephone and Telegraph Company any and all fees required for installation of overhead and/or underground wiring circuits to all electroliers within said Page 7 property and any and all fees required. for undergrounding as provided •in Ordinance No. 331 of CITY when DEVELOPER is notified by : either the City •Engineer or the Pacific Gas and Electric Company and/or Pacific Teltphone and Telegraph Company that said fees are due and payable. 19. EASEMENTS AND RIGHT-OF-WAY It is further agreed that any easement and right-of-way necessary for completion of the Project shall be acquired by the DEVELOPER at his own cost and expense. It is 'provided, however, that in the event eminent domain proceedings are required by the CITY for the purpose of securing said easement and right-of-way, that the DEVELOPER shall deposit with CITY a sum covering the reasonable market value of the land proposed to be taken and to be included in said sum shall be a reasonable allowance for severance damages, if any. It is further provided that in addition thereto, such sums as may be required for legal fees and costs, engineering, and other incidental costs in such reasonable amounts as the CITY may require shall be deposited with the City of Cupertino. 20 . HOLD HARMLESS It is further agreed that, commencing with the performance of the Work by the DEVELOPER or his contractor and continuing until the completion of the maintenance of the Work, the DEVELOPER shall indemnify, hold harmless and defend the CITY from and aginst any or all loss, cost, expense, damage or liability, or claim thereof, occasioned by or in any way whatsoever arising out of the performance or nonperformance of the Work or the negligence or willful misconduct of the DEVELOPER or the DEVELOPER' S agents, employees and independent contractors. 21. INSURANCE It is further agreed that: The DEVELOPER shall take out, or shall require any contractor engaged to perform the Work to. take out, and maintain at all times during the performance and maintenance of the Work called for or required to be done hereunder, a policy of insurance naming the CITY and members of the City Council of the City of Cupertino, individually and collectively, and the officers, agents and employees of the City individually and collectively, as insured. Said separate policy shall provide bodily injury and property damage coverage to the foregoing named CITY and individuals covering all the Work performed by, for, or on behalf of said DEVELOPER. Both bodily injury and property damage insurance must be on an occurrence basis.; and said policy or policies shall provide that the coverage afforded thereby shall be primary coverage to the full limit of liability stated in the declarations, and if the city, its members of the City Council individually and collectively, and the officers, agents, and employees of the CITY, individually and collectively, have other insurance against the loss covered by said policy or policies, that other insurance shall be excess insurance only. Page 8 • A. Each of said policies of insurance shall provide coverage in the following minimum amounts: For bodily injury, $100 ,000 each person; $300 ,000 each occurrence, property damage, $50 ,000 on account of any one occurrence with an aggregate limit of not less than $200, 000 . B. The DEVELOPER shall file with the City Engineer at or prior to the time of execution of this AGREEMENT by the DEVELOPER such evidence of said foregoing policy or policies of insurance as shall be satisfactory to said City Engineer. Each such policy or policies shall bear an endorsement precluding the cancellation or reduction in coverage without giving the City Engineer at least ten (10 ) days advance notice thereof. C. In the event that the Project covered herein should be mutually situated in or affect the area of jurisdiction of a separate municipality or political subdivision of the State of California, the policies of insurance required herein and above shall co-name such municipality or political subdivision and the provision set forth herein and above for the protection of the CITY shall equally apply to municipality and political subdivision. 22. MAPS AND/OR IMPROVEMENT PLANS It is further agreed that the DEVELOPER shall furnish CITY with the following maps and/or plans at his own expense: A. A mylar sepia and seven (7) prints of fully executed parcel maps. B. A mylar sepia and thirteen (13 ) prints of fully executed tract maps. C. A mylar sepia and eleven (11) prints of fully executed improvement plans. D. A direct duplicating silver negative microfilm aperature card of all executed improvement plans and maps. It is agreed that the sepia, prints and microfilm of maps will be furnished within one month following recordation at the County of Santa Clara. It is also agreed that the sepia, prints and microfilm for improvement plans will be furnished within one month following the signing of the plans by the CITY. 23. REIMBURSEMENT OF CONSTRUCTION COSTS WHEREAS, the DEVELOPER is constructing improvements which cost more than they benefit the land being developed; and WHEREAS, other developers in the vicinity also benefit from the work being constructed under this Agreement; and WHEREAS, the Director of Public Works has determined the benefit ratios for each parcel which should contribute toward the work (Exhibit B) ; and Page 9 • • • WHEREAS, the CITY will review and approve all building permits, parcel maps and collect any amounts due the DEVELOPER; and NOW, THEREFORE BE IT RESOLVED: 1. The DEVELOPER will submit to the City within ninety ( 90 ) days from the date herein above itemized certified construction costs for the work subject to reimbursement. The certification shall be by the Engineer of Work and shall also include a bid summary of all bids received. The construction costs are subject to approval of the City Engineer. 2. The DEVELOPER and the CITY agree that the schedule of percent reimbursement (Exhibit B) will be used to reimburse the DEVELOPER. 3. The amount of reimbursement will be the product of the percent reimbursement and the certified construction cost. 4. The CITY shall release any monies collected and due the DEVELOPER within sixty (60 ) days from the date of collection. 5. Exhibit A ; attached hereto depicts the areas subject to collection by the CITY. 6 . After a period of ten years, the CITY shall no longer be required to collect reimbursements. 7. Any disputes as to the amount of reimbursement shall be arbitrated and the decision of the City Council shall be final. 24. SUCCESSORS This AGREEMENT shall bind the heirs, administrators, executors, successor, assignee and transferrees of the DEVELOPER. The assignment of this AGREEMENT shall not be made without approval by the City Council of the City of Cupertino. Page 10 • • IN WITNESS WHEREOF, CITY has caused its name to be hereunto affixed by its Mayor c and City Clerkt thereunto duly authorized by resolution of the City Council and said DEVELOPER has hereunto caused his name to be affixed the day and year first above written. CITY OF CUPERTINO Approved as to form: A---4 id Ma or / / 40 ' "(9 City Atto y - Cit - DEVELOPER: CUPERTINO CITY CENTER ASSOCIATES-B, a California limited partnership, By: Its general partner: CUPERTINO CITY CENTER PARTNERS B, a California limited partnership, By: Its general partner: PROM XX, INC. alifornia corporation as Trustee or Th- DNS Trust BY: =ems • 1�Ty� ' 1 N D L ' , President Acknowledgement and Exhibits "A" and "B" attached . Page 11 • • STATE OF CALIFORNIA ) ss. COUNTY OF SANTA CLARA) On this day of day of in the year of , before me personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to this instrument, and acknowledged that he (she or they) executed it WITNESS my hand and official seal. Notary Public in and for the County of Santa Clara, State of California CORPORATION ACKNOWLEDGEMENT STATE OF CALIFORNIA ) ss. COUNTY OF SANTA CLARA) On this day of day of in the year of , before me personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) tp be the person who executed the within instrument as president (or secretary) or on behalf of the corporation therein named and acknowledged to me that the corporation executed it. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the County of Santa Clara the day and year in this certificate first above written. Notary Public in and for the County of Santa Clara, State of California 6/29/82 BJJ/ II+F' .-- HI[D COLLINS i JUNIOR ' Jo ,. • C , 4,0 ■ p t 11�� t ` A RIS NIGH : � Y - ,��W�, –11 4(Ftf t ..e > WM - OM SCHOOLilh - _ r,. MR-. ,.l= . ':J „•4e EMS �H IttES --I E - PORTAL �V MICA HM n ELEMENTARY . ! 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Nt. WTI Mu "IA • r I �� rillIt i 1:At r/1� (�►.i a a 1. : ;;_ •.�x II n r .6W < M wit -ore e nti 1_. 1 I .I- I I rn r71– • Ir+w•,/C V.'+• . • • e " Citti of Cupertino pertino 10300 Torre Avenue P.O.Box580 Cupertino,California 95014- ' • Cupertino,California 95015 Telephone:(408)252-4505 - OFFICE OF THE DIRECTOR PUBLICWORKS EXHIBIT "B" January 9, 1984 PAGE 1 Re: Rodrigues and Torre A,,enue Project Cupertino Town Center Prometheus Development Co. 10080 No. Wolfe Road Cupertino, California 95014 Gentlemen: The City Council has requested that. the staff provide you with a formula of assessment for construction cost and other requirements that have been or • will be imposed on you as part of the condition of approval for your project. These are improvements that will benefit your development both adjacent and remote to your project site. The off site improvements are, but not limited to the following: 1. Stevens Creek/Torre signal installation. • 2. Pacifica/De Anza signal installation. • 3. Neighborhood protection plan. Unless the property owners are able to establish a formula, which they can all agree upon, to assess public improvement costs, the following method. of apportionment will be utilized by the City: Torre Avenue You will be responsible for all costs of dedication and improvement of Torre Avenue that lies within the half street section along the frontage of your property. Off Site Improvements These improvements will be apportioned on the following percentages: Cali/Prometheus 63.9 % - - - - "A" May Investment 26.1 % "B" Lincoln Property 7.4 % "C" Pinn Brothers 2.6 % "D", per Exhibit "A" • These percentages are based on the number of square footage allowed under the general plan for different land uses and the volume of traf- fic generated by said uses. _Prometheus Development Jan. 9, 1984 Page 2 Summary The following is provided for your information: . Residential Office Hotel Total Trips Y' Cali Site 158 D.U. 639,000 240 Rm. 781.5 63.9 May Investment 366 D.U. 45,000 0 319.5 26.1 Lincoln Property 0 D.U. 91,000 0 91.0 7.4 Pinn Brothers 42 D.U. • 0 0 31.5 2.6 1223.5 The traffic factors utilized are the same as in the trip manual of 0.75 per dwelling unit for residential, 1.0 per thousand square feet of office, and 0. 1 trip per hotel room. If you have any questions regarding this, please do not hesitate to contact me. Very truly yours, CIT FOF C •ERTIks '/ I •I� 1 Bert J. . s ovich Director of Public Works BJV:sm cc: City Council City Manager EXHIBIT "B" PAGE 2 ACKNOWLEDGMENT STATE OF CALIFORNIA ) County of Santa Clara ) On this 9th day of Marrh , 1984 before me, the undersigned, a Notary Public in and for said State, personally appeared Sanford N. Diller, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within instrument as President, on behalf of PROM XX, INC. , the corporation therein named, as trustee of the DNS Trust, being personally known to me (or proved to me on the basis of satisfactory evidence) to be the general partner of CUPERTINO CITY CENTER PARTNERS.B, one of the partnerships that executed the within instrument, said partnership being known to me (or proved to me on the basis of satisfactory evidence) to be the general partner of CUPERTINO CITY CENTER ASSOCIATES B, one of the partnerships that executed the within instrument and acknowledged to me that such corporation executed the within instrument pursuant to its by—laws or a resolution of its board of directors, as such partner and that such partnership executed the within instrument as such partner and that such partnership executed the within instrument. Witness my hand and official seal. aitaA, / . oA ev�'UFH�t SE4t M SgryTq @u0F My commission expires: 6/21/86 '-,440:7) >' ,986 • 41 Y Certificate of Insurance =OroJ k'' THIS CERTFICATE IS ISSUED AS A MATTER OF•INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED,BY THE POLICIES LISTED BELOW. NAME ANS) ADDRESS OF AGENCY . r . .DIVERSIFIED RISK COMPANIES AFFORDING COVERAGES, • - INSURANCE BROKERS- - -COMPANY 5801 Christie Ave.,Suite No.390 - . LETTER .A Federal Insurance (Chubb) Emeryville,CA 94608 . Phone:(415)547-3203 `- COMPANY Motor Vehicle Casualty _Co . NAME AND ADDRESS OF INSURED PROMETHEUS DEVELOPMENT CO. , INC. , ETAI unuiNY C ARGONAUT INSURANCE COMPANY LETTER CUPERTINO CITY CENTER ASSOCIATES B : COMPANY 10080 NORTH WOLFE ROAD LETTER CUPERTINO, CA 95014 i ER E This is to certify that policies of Insurance listed below have been Issued to the insured named above 26I0:coNvIcSaLifKii dint. Notwithstanding any requirement,term or condition of any contractor other document with respect to which this certificate may be issued or may pertain,the insurance afforded by the policies described herein is subject to all the terms,exclusions and conditions of such policies- for the poi-icy peri C)Cl inch Mated below COMPANY POLICY Limits of Liability in Thousands(000) LETTER. TYPE OF INSURANCE POL ICY NUMBER EXPIRATION DATE EACH AGGREGATE OCCURRENCE GENERAL LIABILITY rr''�� BODILY INJURY $ $ 13 COMPREHENSIVE FORM - I . 13PREMISES—OPERATIONS PROPERTY DAMAGE $ $ A pi EXPLOSION AND COLLAPSE MP 3522-2645 - 10/25/83- ® HAZARD 10/25/84 UNDERGROUND HAZARD ®PRODUCTS/COMPLETED OPERATIONS HAZARD BODILY INJURY AND ®CONTRACTUAL INSURANCE • PROPERTY DAMAGE $ 500 $ 500 • ®BROAD FORM PROPERTY COMBINED DAMAGE ®INDEPENDENT CONTRACTORS ®PERSONAL INJURY 7 PERSONAL INJURY $ 500 AUTOMOBILE LIABILITY BODILY INJURY (EACH PERSON) $ ❑ COMPREHENSIVE FORM BODILY INJURY $ ❑ OWNED (EACH ACCIDENT) PROPERTY DAMAGE $ ❑ HIRED BODILY INJURY AND ❑ NON-OWNED _ PROPERTY DAMAGE $ COMBINED EXCESS LIABILITY BODILY INJURY AND B ® UMBRELLA FORM MU 103800 10/25/83- PROPERTY DAMAGE E E ❑ OTHER THAN UMBRELLA 10/25/84 COMBINED 30, b00 30, 000 FORM WORKERS'COMPENSATION - STATUTORY C and WC10426-209899 1/1/84- - STATUTORY EMPLOYERS'LIABILITY 1/1/85 . (UCH:COMM) OTHER i� rI) rincol re [r;\ DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES vJ Lb v IJ U U LJ JJJlwvvvUUUvvv j 9 100 tl V I I' .1\ JU l oPnMPTHEIJS Cancellation: Should any of the above described policies be cancelled before the expiration cra2erthePeS �tTieQssuing-com- pany willY'el4 WF N mail ....i.iL. days written notice to the below named certificate holder.Nannttun Mi slOficrIONEMINMx' XX ODNINNIMODOX XMXI MI RNA • - NAME AND ADDRESS OF CERTIFICATE HOLDER: 3/8/84 - City Of- Cupertino DATE ISSUED: 10300_Torie Avenue 1 Cupertino,-CA-'95014 / ,w f // /- . AUTHORIZED REPfSENTATIVE - / Evelyn D. Tay or AGGRO 25(1-79) (The Attaching Clause need be completed only when this endorsement is Issued subsequent to preparation of the policy.) 6116 ft'rgluTv ADDITIONAL ONAL INSURED 1.9452SO OM (Owners or Contractors) (Ed.1-73) This endorsement modifies such insurance as is afforded by the provisions of the policy relating to the following: COMPREHENSIVE GENERAL LIABILITY INSURANCE MANUFACTURERS' AND CONTRACTORS' LIABILITY INSURANCE This endorsement, effctive March dn , forms a part of policy No. MP3522-2645 (1310t A. n rd time) issuedto Prometheus Development Company, Inc. , Et Al by Federal Insurance Company Authorized Represe alive ScheduleEvelyn D. T.e for Name of Person or Organization (Additional Insured) Location of Covered Operations The City of Cupertino and members of the City Council of the City of All Operations of the Insured Cupertino, individually and , collectively, its officers , agents, and employees The insurance provided by this policy is primary to any other insurance carried by the certificateholder except for the sole negligence of same. It is agreed that: 1.The"Persons Insured" provision is amended to include as an insured the person or organization named above(hereinafter called "additional insured"), but only with respect to liability arising out of (1) operations performed for the additional insured by the named insured al the location designated above or (2) acts or omissions of the additional insured in connection with his general supervision of such operations. 2. None of the exclusions of the policy, except exclusions (a), (c), (f), (g), (i), (j) and (m), apply to this insurance. 3. Additional Exclusions This insurance does not apply: (a) to bodily injury or property damage occurring after (1)all work on the project(other than service, maintenance or repairs)to be performed by or on behalf of the additional insured at the site of the covered operations has been completed or (2)that portion of the named insured's work out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project; (b)to bodily injury or property damage arising out of any act or omission of the additional insured or any of his employees,other than general supervision of work performed for the additional insured by the named insured; (c) to property damage to (1) property owned or occupied by or rented to the additional insured, (2) property used by the additional insured, (3) property in the care, custody or control of the additional insured or as to which the additional insured is for any purpose exercising physical control, or (4) work performed for the additional insured by the named insured. 4. Additional Definition When used in reference to this insurance, "work" includes materials, parts and equipment furnished in connection therewith. f AUTH ENTICO CORPORATE ACKNOWLEDGMENT NO.202 rfir r rState of CALIFORNIA On this the 8th day of MARCH 19 84, before me, 1 SS. o County of ALAMEDA EVELYN D. TAYLOR the undersigned Notary Public, personally appeared 0 STEPHEN S. MEEKER N personally known to me ti °:;:.`. ,h OFFICIAL SEAL o D proved to me on the basis of satisfactory evidence 6 � s EVELYN D. TAYLOR NOTARY PUBLIC-CALIFORNIA to be the person(s)who executed the within instrument as 1 \ •"'�+ ALAMEDA COUNT' ATTORNEY—IN—FACT or on behalf of the corporation therein S1 \<<oa`/ My Comm. Expiros rob. 12, 1987 � _, named,and acknowledged to me that the corporation executed it. f- e ` WITNESS my hand and official seal. • • 0 ti Notary's Sig lure lti 7120 122 NATIONAL NOTARY ASSOCIATION•23012 Ventura Blvd.•P.O.Box 4625•Woodland Hills,CA 91364 ANNUAL PREMIUM $ FAITHFUL PERFORMANCE AND COMPLETION IMPROVEME_JT BOND (Subdivision Improvements) _:NOW ALL MEN 3Y T'3..: PEESENTS : THAT WE, CUPERTINO CITY CENTER ASSOCIATES B , A LTD. PARTNERHSIP as Principal and UNITED PACIFIC INSURANCE CQNPANY as Surety are held and firmly bound unto the City of Cupertino, State of California, in the sum of Three Hundred Thirty Thousand and no/100 Dollars Dollars ($ 330,000.00 ) lawful money of the United States , for the payment of which will and truly to be made, :;e bind ourselves , bur heirs , executors , successors and assigns , jointly and severally, firmly by these presents . THE CONDITION of the foregoing obligation is such that, WHEREAS, said Principal will perform all necessary improvements relative to A commercial development located at the southwest corner of Stevens Creek Boulevard and Torre Avenue in accordance with the approved Improvement Plans prepared by Carroll & Associates Civil Engineer on file in the Engineer's Office, City of Cupertino. WHE=REAS, Improvements shall be completed within one (1) year from the date of Acceptance of this bond by the City Council. WHEREAS, Improvements shall be maintained for a period of at least one (1) year after acceptance of construction by the City . This bond shall be in full force and effect through the period of maintenance as provided in said contract. The maintenance period Shall continue until such time that all deficiencies of construction are corrected to the satisfaction of the City Engineer's Office. NOW, THEREFORE, if the said Principal shall well and truly do and perform all the covenants and obligations as set forth above, on its part to be done and performed at the time and in the manner specified therein, then this obligation shall be null and void; otherwise this bond shall remain in full force and effect. IN WITNESS WHEREOF, this instrument has been duly executed by the Principal and Surety this 8th day of MARCH , 1984 A (To be signed by ' Principal and Surety and acknowledgment) CUPERTINO CITY CENTER ASSOCIATES B. CUPERTINO CITY CENTER ASSOCIATES-B, a Principal A LTD. PARTNERSHIP California limited partnership by its general partner: CUPERTINO CITY CENTER UNITED PACIFIC INSURANCE COMPAPJY PARTNERS B, a California limited Partnership Surety by its general partner: PROM XX, INC. , a California corporatee a trustee of The d _ ' DNS Trust / By. S E N S . MEEKER Attorney-in-Fact j BY: sag) SANFORDboveDbIon.Ris�accepted and approved this 8th . day of MARCH L9 84 ACKNOWLEDGMENT STATE OF CALIFORNIA ) County of Santa Clara ) On this 9th day of Marrh , 1984 before me, the undersigned, a Notary Public in and for said State. personally appeared Sanford N. Diller, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within instrument as President, on behalf of PROM XX, INC. , the corporation • therein named, as trustee of the DNS Trust, being personally known to me (or proved to me on the basis of satisfactory evidence) to be the general partner of CUPERTINO CITY CENTER PARTNERS.B, one of the partnerships that executed the within instrument, said partnership being known to me (or proved to me on the basis of satisfactory evidence) to be the general partner of CUPERTINO CITY CENTER ASSOCIATES B, one of the partnerships that executed the within instrument and acknowledged to me that such corporation executed the within instrument pursuant to its by—laws or a resolution of its board of directors, as such partner and that such partnership executed the within instrument as such partner and that such partnership executed the within instrument. Witness my hand and official seal. N4f4k _Icy 4ekteAiterr2 co,,1/2z 0, 04 My commission expires: 6/21/86 ,`48, • I • UNITED PACIFIC INCE COMPANY HOME OFFICE, FEDERAL WAY,WASHINGTON • POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS,That the UNITED PACIFIC INSURANCE COMPANY,a corporation duly organized under the laws of the State of Washington,does hereby make,constitute and appoint STEPHEN S. MEEKER of EMERYVILLE, CALIFORNIA---- its true and lawful Attorney-in-Fact,to make,execute,seal and deliver for and on its behalf,and as its act and deed ANY AND ALL BONDS AND UNDERTAKINGS OF SURETYSHIP---- and to bind the UNITED PACIFIC INSURANCE COMPANY thereby as fully and to the same extent as if such bonds and undertakings and other writings obligatory in the nature thereof were signed by an Executive Officer of the UNITED PACIFIC INSURANCE COMPANY and sealed and attested by one other of such officers,and hereby ratifies and confirms all that its said Attorney(s)-in-Fact may do in pursuance hereof. This Power of Attorney is granted under and by authority of Article VII of the By-Laws of UNITED PACIFIC INSURANCE COMPANY which became effective September 7,1978.which provisions are now in full force and effect,reading as follows: ARTICLE VII —EXECUTION OF BONDS AND UNDERTAKINGS 1. The Board of Directors,the President,the Chairman of the Board,any Senior Vice President,any Vice President or Assistant Vice President or other officer designated by the Board of Directors shall have power and authority to la)appoint Attorneys-in-Fact and to authorize them to execute on behalf of the Company,bonds and undertakings, recognizances, contracts of indemnity and other writings obligatory in the nature thereof,and Ib) to remove any such Attorney-in-Fact at any time and revoke the power and authority given to him. 2. Attorneys-in-Fact shall have power and authority,subject to the terms and limitations of the power of attorney issued to them,to execute and deliver on behalf of the Company,bonds and undertakings,recognizances,contracts of indemnity and other writings obligatory in the nature thereof. The corporate seal is not necessary for the validity of any bonds and undertaking.,recognizances,contracts of indemnity and other writings obligatory in the nature thereof. 3. Attorneys-in-Fact shall have power and authority to execute affidavits required to be attached to bonds,recognizances,contracts of indem- nity or other conditional or obligatory undertakings and they shall also have power and authority to certify the financial statement of the Company and to copies of the By-Laws of the Company or any article or section thereof. This power of,attorney is signed and sealed by facsimile udder and by authority of the following Resolution adopted by the Board of Directors of UNITED PACIFIC INSURANCE COMPANY at a meeting held on the 5th day of June,1979,at which a quorum was present,and said Resolution has not been amended or repealed: • "Resolved,that the signatures of such directors and officers and the seal of the Company may be affixed to any such power of attorney or any certificate relating thereto by facsimile,and any such power of attorney or certificate bearing such facsimile signatures or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by facsimile signatures and facsimile seal shall be valid and binding upon the Company in the future with respect to any bond or undertaking to which it is attached," IN WITNESS WHEREOF,the UNITED PACIFIC INSURANCECOMPANY has caused these presents to be signed by its Vice President,and its corporate seal to be hereto affixed,this 5th day of August 19 81. a UNITED PACIFIC INCE OMPANY 3 � C��-r.� INSUeit , 'gee Vice President STATE OF Washington COUNTY OF King In. On this 5th day of August . 19 81 personally appeared Charles B. Schmalz to me known to be the Vice-President of the UNITED PACIFIC INSURANCE COMPANY,and acknowledged that he executed and attested the fore- going instrument and affixed the seal of said corpbration thereto,and that Article VII,Section 1,2, and 3 of the By-Laws of said Company,and the Resolution,at forth therein,are still in full force. My Commission Expires: w 0- .r L.„tins, fp49`� June 12 .1982 • rifi• Notary Public in and for Stite of Washington xu Residing at Tacoma • Charles J. Falskow -Aaxistcnt Sectata:y of the UNITED PACIFIC INSURANCE COMPANY,do hereby certify that the above and foregoing is■true and correct copy of c Power of-A:tornsy executed by said UNITED PACIFIC INSURANCE COMPANY,which is still in full force and affect. IN WITNESS WHEREOF,I have hereunto set my hand end affixed the eel of raid Company this 8TH day of MARCH__ �1n19 84 BDU-1431 Ed. 4180 6 y Assistant Secretary (It-�z��// t ///�zy •P's_.--'— • y' LABOR AND MATERIAL BOND (Subdivision Improvements) INOW ALL MEN BY THESE PRESENT: WHEREAS, the City of Cupertino, State of California, and CUPERTINO CITY CENTER ASSOCIATES B, A LTD. PARTNERSHIP hereinafter designated as "Principal" have entered into or are about to enter into a contract providing for the installation, construction, and erection by Principal of certain improvements more particularly described in said contract; and WHEREAS, said Principal is required to furnish a bond in connection with said contract, providing that if said Principal, or any of his or its sub- contractors, shall fail to pay for any materials , provisions , provender or other supplies or teams used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, the surety on said bond shall pay the same to the extent hereinafter set forth; NOW, THEREFORE, we, the Principal, and UNITED PACIFIC INSURANCE COMPANY as Surety, firmly bind ourselves , our executors, administrators , successors and assigns , jointly and severally, unto the City of Cupertino, and any and all materialmen, persons , companies , or corporations furnishing materials , provisions, provender or other supplies used in, upon, for or about the per- formance of the aforesaid work contracted to be executed or performed under the contract hereinabove mentioned, and all persons , companies or corporations lend- ing or hiring teams , implements or machinery, for or contributing to said work to be done, and all persons who perform work or labor upon the same, and all persons who supply both work and materials , whose claim has not been paid by Principal or by any other person, in the just and full sum of Three Hundred Thirty Thousand and no/100 Dollars ($ 330,000.00 ) . THE CONDITION OF THIS OBLIGATION IS SUCH THAT if said Principal, his or its subcontractors , heirs , executors , administrators , successors or assigns , shall fail to pay for any materials , provisions , provender or other supplies or teams used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or for amounts due under the Un- employment Insurance Act with respect to such work or labor, then said Surety will pay the same and also will pay in case suit is brought upon this bond, such reasonable attorney's fee as shall be fixed by the Court. This bond shall inure to the benefit of any and all persons , companies, and corporations entitled to file claims under Section 1184.1 of the Code of Civil Procedure, so as to give a right of action to them or their assigns in any suit brought upon this bond. CORPORATE ACKNOWLEDGMENT - NO.202 l!/JJ J/JJJlIJ/J!-IJIJJIJIJOr-r_,l.✓!!>/J!!./!.!J!./JJIJ-,C.COZ JJJJ-/J!/IJJJ!!JJJ✓!J-/IJIJJJJ,/J!!JJ J!\ 1 1 State of CALIFORNIA On this the 8th day of MARCH 1984,before me, ti County of ALAMEDA SS EVELYN D. TAYLOR 5 '6: ` the undersigned Notary Public,personally appeared 1 1 STEPHEN S. MEEKER ti Of personally known tome o. OFFICIAL SEAL j 0 proved to me on the basis of satisfactory evidence 1 ti I f ' z. EVELYN D. TAYLOR to be the person(s)who executed the within Instrument as 51 f c+ ,}_1a NOTARY PUBLIC- CALIFORNIA ; '~ ATTORNEY—IN—FACT +fQ ALAMEDA COUNTY or on behalf of the corporation therein k `.i'.-" M Comm.. Expires Feb 12, 198-� J r Pw� named,and acknowledged tome that the corporation executed it. WIT() SS my hand and official seal. ��s 1:)\ 4. �� re lti Notary's Signa l—JJ JIlJJJIJ-CCOr Jll!r—coccJJl!!JlIJJJIIJJ!!J!./-rrJJlIJJJJJJIJJIJ!!!llllJlJJJJJJ,/!!J!!.J 7120 122 NATIONAL NOTARY ASSOCIATION•23012 Ventura Blvd.•P.O.Boa 4625•Woodland Hills,CA 91364 Labor -and tai; tcriel w..id Page 2 And the said Surety , for value received, hereby stipulates , and agrees that rio change, extension of time , alteration or addition to the terms of the contract or to the work to be performed thereunder or the specifications accompanying the sante shall in any wise affect its obligations on this bond, and it does hereby waive notice of any such change, extension of .time, alter- ation or addition to the terms of the contract or to the work or to the speci- fications . IN WITNESS WHEREOF, this instrument has been duly executed , by the Principal and Surety this 8th day of MARCH , 19 84 , (To be signed by Principal and Surety CUPERTINO CITY CENTER ASSOCIATES B , and acknowledgment Principal A LTD. PARTNERSHIP and notarial seal attached. ) • CUPERTINO CITY CENTER ASSOCIATES-B, a California limited partnership-by- its UNITED PACIFIC INSURANCE COMPANY ' general partner: CUPERTINO CITY CENTER Surety PARTNERS B, a California limited . partnership by its general partner: PROM XX, INC. , a %ornia corporation C as trustee of 06 ! Trust gy: ST PH N S. MEEKER Attorney-in-Fact ' ; BY: SAN', DI% R, "'re :-• t The above bond is accepted and approved this 8th day of MARCH , 19 84 , B 0 ACKNOWLEDGMENT STATE OF CALIFORNIA ) County of Santa Clara ) On this 9th day of Marrs, , 1984 before me, the undersigned, a Notary Public in and for said State. personally appeared Sanford N. Diller, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within instrument as President, on behalf of PROM XX, INC. , the corporation • therein named, as trustee of the DNS Trust, being personally known to me (or proved to me on the basis of satisfactory evidence) to be the general partner of CUPERTINO CITY CENTER PARTNERS.B, one of the partnerships that executed the within instrument, said partnership being known to me (or proved to me on the basis of satisfactory evidence) to be the general partner of CUPERTINO CITY CENTER ASSOCIATES B. one of the partnerships that executed the within instrument and acknowledged to me that such corporation executed the within instrument pursuant to its by—laws or a resolution of its board of directors, as such partner and that such partnership executed the within instrument as such partner and that such partnership executed the within instrument. Witness my hand and official seal. t0 kra'aZg9GgFrc $ 04,93- My My commission expires: 6/21/86 ` � 6 I • UNITED PACIFIC INSURANCE COMPANY HOME OFFICE, FEDERAL WAY,WASHINGTON POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS,That the UNITED PACIFIC INSURANCE COMPANY,a corporation duly orenized under the laws of the State of Washington,doss hereby make,constitute and appoint STEPHEN S. MEEKER of EMERYVILLE, CALIFORNIA---- its true and lawful Attorney-in-Fact,to make,execute,seal and deliver for and on its behalf,and as its act and deed ANY AND ALL BONDS AND UNDERTAKINGS OF SURETYSHIP--- and to bind the UNITED PACIFIC INSURANCE COMPANY thereby as fully and to the same extent as if such bonds and undertakings and other writings obligatory in the nature thereof were signed by an Executive Officer of the UNITED PACIFIC INSURANCE COMPANY and sealed and attested by one other of such officers,and hereby ratifies and confirms all that its said Attorney(sl-in-Fact may do in pursuance hereof. This Power of Attorney is granted under and by authority of Article VII of the By-Laws of UNITED PACIFIC INSURANCE COMPANY which became effective September 7,1978,which provisions are now in full force and effect,reading es follows: ARTICLE VII -EXECUTION OF BONDS AND UNDERTAKINGS 1. The Board of Directors,the President,the Chairman of the Board,any Senior Vice President,any Vice President or Assistant Vice President or other officer designated by the Board of Directors shall have power and authority to(a)appoint Attorneys-in-Fact and to authorize them to execute on behalf of the Company, bonds and undertakings, recognizances, contracts of indemnity and other writings obligatory in the nature thereof,and Ib) to remove any such Attorney-in-Fact at any time and revoke the power and authority given to him. 2. Attorneys-in-Fact shall have power and authority,subject to the terms and limitations of the power of attorney issued to them,to execute and deliver on behalf of the Company,bonds and undertakings,recognizances,contracts of indemnity and other writings obligatory in the nature thereof. The corporate seal is not necessary for the validity of any bonds and undertaking.,recognizances,contracts of indemnity and other writings obligatory in the nature thereof. se 3. Attorneys-in-Fact shall have power and authority to execute affidavits required to be attached to bonds,recognizances,contracts of indem- nity or other conditional or obligatory undertakings and they shall also have power and authority to certify the financial statement of the Company and to copies of the By-Laws of the Company or any article or section thereof. • This power of-attorney is signed and sealed by facsimile under and by authority of the following Resolution adopted by the Board of Directors of UNITED PACIFIC INSURANCE COMPANY at a meeting held on the 5th day of June,1979,at which a quorum was present,and said Resolution has not been amended or repealed: "Resolved,that the signatures of such directors and officers and the seal of the Company may be affixed to any such power of attorney or any certificate relating thereto by facsimile,and any such power of attorney or certificate bearing such facsimile signatures or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by facsimile signatures and facsimile seal shall be valid and binding upon the Company in the future with respect to any bond or undertaking to which it is attached?' IN WITNESS WHEREOF,the UNITED PACIFIC INSURANCE COMPANY has caused these presents to be signed by its Vice President,and its corporate seal to be hereto affixed,this 5th day of August 19 81. • • ,ew UNIIITEDD PACIFIC INSU NCE OMPANY 3a!r/Int twit Y ' Vice President STATE OF Washington COUNTY OF King }«' On this 5th day of August ,19 81 personally appeared Charles B. Schmalz to me known to be the Vice-President of the UNITED PACIFIC INSURANCE COMPANY,and acknowledged that he executed and attested the fore- going instrument and affixed the seal of said corporation thereto, and that Article VII,Section 1,2, and 3 of the(By-yLaaw}Is'_ooff-sai-d_Conmppaavny,and the Resolution,set forth therein,are still in full force. ,/1 `�L7'' v/ l/Y My Commission Expires: J-"uwb 1 ((1,1s u swum... June 12 .19 82 fiii„ Notary Public in and for S to of Washington Residing at Tacoma Charles J. Fal'Skow Assistant Secretary of the UNITED PACIFIC INSURANCE COMPANY,do hereby certify that the above and foregoing is a true and correct copy of a Power of Attorney executed by said UNITED PACIFIC INSURANCE COMPANY,which is still in full force and affect. IN WITNESS WHEREOF,I have heracr•.to set my hand and affixed the seal of said Company this 8th day of /J MARCH 11984�- �` r,L_ _ y. / r0"+---- BDU-1431 Ed. 4/80 14:10N Assistant Secretary