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16-120 IAC at Cupertino, LLC (Irvine Company), Affordable Housing Relocation AgreementAFFORDABLE HOUSING RELOCATION AGREEMENT This AFFORDABLE HOUSING RELOCATION AGREEMENT ("Agreement") is entered into as of this 4th day of August, 2016 (the "Effective Date"), by and between the CITY OF CUPERTINO, a municipal corporation (the "City"), and IAC AT CUPERTINO, LLC, a Delaware limited liability company (the "Developer"), (individually a "Party" and together the "Parties"), with reference to the following facts: A. Developer is the owner of that certain real property of approximately 12.44 acres located at 19500 Pruneridge A venue, Cupertino, County of Santa Clara, California, as more particularly described in Attachment 1 attached hereto and incorporated herein by this reference (the "Property"). B. The Parties have entered into a Development Agreement ("Development Agreement"), effective AL!Qy -:.t 4 1 Z9u 4 and recorded on A'5~tz . .b1~in the Official Records of Santa Clara County as Instrument No. 'Z..~3'1!.'15 ]'(, to facilitate development of the Property subject to certain terms and conditions . Developer intends to demolish the existing 342-unit apartment community on the property ("Existing Residential Development") and redevelop the property with 942 apartments and related uses, as further described in the Development Agreement (the "Project"). All capitalized terms not otherwise defined in this Agreement have the meaning ascribed to them in the Development Agreement. C. As a material consideration for the long term assurances, vested rights, and other City obligations provided by the Development Agreement and as a material inducement to City to enter into the Development Agreement, Developer offered and agreed to certain conditions as specified in the Development Agreement. Section 3.13.2 of the Development Agreement specifies that the Parties shall enter into this Agreement prior to or concurrently with the execution of the Development Agreement. In addition, the Development Agreement Section 3 .13 .3 specifies that the Parties shall also enter an Affordable Housing Agreement and Declaration of Restrictive Covenants for the Affordable Units in the Project ("Affordable Housing Agreement"). D. Developer is the successor-in-interest of Irvine Apartment Communities, Inc., a Delaware corporation ("Original Declarant"), which executed that certain "City of Cupertino Below Market Rate Rental Housing -Declaration of Resale Controls" dated September 8, 1997 and recorded on October 20, 1997, as Document No. 13902426 in the Official Records of Santa Clara County (the "Original Declaration") and declared for itself, its successors, heirs, grantees, and assigns that its interest in the Property would be held subject to the Original Declaration. The Original Declaration provided, in part, that thirty-four (34) units (the "Original Affordable Units") that now exist on the Property would be occupied exclusively by, and rented to, persons or households of very low and low income in compliance with the provisions of the City's Housing Mitigation Procedural Manual for a period of thirty (30) years from the date of recordation, or until October 20, 2027; and that any modification, amendment, or deletion of any terms of the Original Declaration must be requested in writing and approved by the City Council of the City of Cupertino. OAK #483 9-0343 -60 85 v i E. Developer, as successor-m-mterest to the Original Declarant, has requested in writing that City modify the Original Declaration to allow the Original Affordable Units to (i) be unoccupied for a period of approximately four years so that the Project may be built and (ii) to allow the Original Affordable Units to be removed and replaced in the Project. City's approval of Developer's request will result in the displacement of the tenants of the Original Affordable Units, and the City has determined that it is required to pay relocation benefits to tenants displaced from the Original Affordable Units (the "Affordable Unit Tenants") as set forth in Government Code Section 7260 et seq. and implementing regulations (25 CCR Section 6000 et seq.) (collectively, "State Relocation Laws"). Developer desires to reimburse City for its costs of compliance with State Relocation Laws, to make replacement housing available to Affordable Unit Tenants, and otherwise to provide assistance to City in meeting its relocation obligations, thus enabling Developer to construct the Project. The Original Affordable Units are currently occupied by seventeen (17) very low income Affordable Unit Tenants and seventeen (17) low income Affordable Unit Tenants . NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement and other valuable consideration, it is mutually agreed by and between the Parties as follows. AGREEMENT The Parties agree and acknowledge that the above recitals are true and accurate, and are incorporated into this Agreement by this reference. ARTICLE 1. REIMBURSEMENT TO CITY OF COSTS OF RELOCATION Section 1.1. Reimbursement of Relocation Costs. Subject to the express terms of this Agreement, Developer hereby agrees to reimburse City for all third-party consultant costs and payments to Affordable Unit Tenants made under State Relocation Laws, including without limitation relocation advisory services, preparation of a Relocation Plan, moving expenses, rent differential, if any, storage costs, and utility connection charges (collectively "Relocation Costs"). Section 1.2. Deposit and Accounting of Funds. The City shall establish an account in which the Developer's funds shall be deposited within thirty (30) days of the execution of this Agreement and from which funds shall be disbursed from time to time by the City to pay Relocation Costs in accordance with this Agreement. The City shall keep separate records of the account, showing all deposits made by the Developer and all disbursements made by the City. All interest shall be retained with the fund. Not more than once every six months during the term of this Agreement, Developer shall have the right to review and/or audit and copy all books and records of City pertaining to City's administration of this Agreement. Section 1.3 . Use of Funds and Additional Deposits. The City shall be permitted to utilize funds from the account to pay Relocation Costs as they are incmTed. The Developer shall make an initial deposit equal to the cost of preparing the Relocation Plan within thirty (30) days of written notice of the cost from the City. If, at any time, a disbursement from the account will OAK #4839-0343 -6085 v i 2 result in the balance in such account being reduced below the sum of Seventy-Five Thousand Dollars ($75,000), City shall give written notice of such fact to Developer and Developer shall, within fifteen (15) days after receipt of such notice, deposit with City such additional amount as may be necessary to restore the balance of the account to Seventy-Five Thousand Dollars ($75,000). In the event of any failure or refusal by Developer to deposit such additional amounts, City shall be entitled to suspend all further work of any type related to the relocation of the tenants from the Original Affordable Units, subject to the default and dispute resolution procedures as described in Section 3 .1 of this Agreement. At the City's option, written notice of payments due may be provided by e-mail to an address specified by the Developer, or by first class mail to the addresses specified in Section 4.2. Section 1.4. Reports to Developer. The City shall provide a monthly report to Developer showing the amount and purpose of each expenditure from the account. With respect to disbursements to consultants for Relocation Costs, the report shall identify the consultant and include a description of the services rendered, hours spent by consultant staff, and amount charged for such services. Disbursements to tenants shall be identified by category of payment (moving expenses, rent differential, etc.). Records of deposits and expenditures from the account s hall be available to the Developer for inspection during the City's regular business hours. Developer m ay submit written objections to any Relocation Costs that Developer believes are inconsistent with this Agreement within thirty (30) days after receipt of the monthly reports. Following completion of tenant relocation, any balance remaining in the account shall be refunded to Developer. ARTICLE2. RELOCATION PROCESS Section 2.1. Preparation and Implementation of Relocation Plan . (a) City shall retain a consultant (the "Relocation Consultant") to prepare a Relocation Plan in conformance with State Relocation Laws, including, but not limited to, 25 CCR Section 6038, for approval by the City Council. The Relocation Plan shall provide relocation benefits to Affordable Unit Tenants as required by State Relocation Laws. The Relocation Consultant shall consult with the Developer in the preparation of the Relocation Plan. The Parties acknowledge their mutual goal to approve a Relocation Plan consistent with State Relocation Laws within one hundred and twenty (120) days following the Effective Date of this Agreement. (b) Prior to the date of the Relocation Notice, any Affordable Unit Tenant who: (i) occupied an Original Affordable Unit in the Existing Residential Development for at least ninety (90) days prior to the Effective Date of the Development Agreement, and (ii) moves from the Existing Residential Development after the Effective Date of the Development Agreement shall be considered a "displaced person" under the State Relocation Laws and shall be entitled to Relocation Costs . Within ten (10) days after an Affordable Unit Tenant notifies Developer of its intent to vacate an Original Affordable Unit, the Developer shall provide the City with written notice and current contact information for any such Affordable Unit Tenant. The City , or, at the City's option, the Relocation Consultant, shall provide any such Affordable Unit Tenant with written notice of the Affordable Unit Tenant's rights as a displaced person as OAK #4839 -0343 -6085 v i 3 required by State Relocation Laws and shall provide relocation benefits to such Affordable Unit Tenant as applicable. (c) In the event that the Developer decides, in its sole and absolute discretion, not to proceed with the demolition of the Existing Residential Development and notifies the City in writing of its decision prior to the City Council approval of the Relocation Plan ("Relocation Suspension Notice"), the City shall direct the Relocation Consultant to suspend work on the approval and implementation of the Relocation Plan until further written notice . Upon further written notice to the City of the Developer's intent to proceed, the Developer shall pay for the costs of any necessary revisions to the Relocation Plan . (d) In order to minimize disruption of the Affordable Unit Tenants to the maximum extent practical, no Relocation Notices pursuant to Government Code Section 7267.3 shall be sent subsequent to the adoption of a Relocation Plan until the Parties mutually agree in writing that the Developer intends to proceed with the Project. In the event that the revisions are necessary to the Relocation Plan prior to the time the Parties agree to send the Relocation Notices, the Developer shall pay all such costs. ( e) The consultant shall provide relocation advisory services to Affordable Unit Tenants as required by State Relocation Laws . Section 2.2. Availability of Developer Property for Relocation during Construction. Developer has agreed that the Relocation Plan shall offer Affordable Unit Tenants comparable replacement dwellings in Developer's North Park Apartment Homes, located at 3500 Palmilla Drive, San Jose 95134 ("North Park"), to the extent such units are then available, at the rental rate permitted by Section 3 .2 of the Affordable Housing Agreement, for the period from the initial occupancy of the North Park unit by the Affordable Unit Tenant until an Affordable Unit is available for occupancy by the Affordable Unit Tenant in the Project, as further described in Article 3 of the Affordable Housing Agreement. No North Park units offered to the Affordable Unit Tenants, however, shall have been designated as affordable housing by the City of San Jose. Upon request by the Affordable Unit Tenants, the Developer will also consider on a case-by-case basis relocating such tenants to units in other residential developments owned by the Developer or Developer's affiliate that currently have affordable units as part of the development, subject to availability, and provided that no units offered in another development shall have been designated as affordable housing by a regulating agency . Section 2.3. Right of First Refusal to Return . All Affordable Unit Tenants who are Eligible Households , as defined in the Affordable Housing Agreement, shall be offered a one- time right of first refusal for rental of a comparable Affordable Unit in either: (i) the Existing Residential Development if units are re-offered for rent prior to demolition of the Existing Residential Development; (ii) Relocated Affordable Units, if the Developer does not complete construction of the Project within the Maximum Suspension Period; or (iii) rental of a comparable Affordable Unit in the Project at the time a comparable Affordable Unit first becomes available for occupancy after completion, as further described in Sections 3.5 and 5.4(b) of the Affordable Housing Agreement ("Right of First Refusal"). O AK #483 9-034 3-6 085 v i 4 Section 2.4. Monthly Annual Report. Following completion of the Relocation Plan, the Relocation Consultant shall submit a monthly report to the City and Developer, in a form prescribed by or otherwise acceptable to the City, describing Relocation Consultant's activities and the progress of tenant relocation. ARTICLE 3. DEFAULT Section 3 .1. Default. Failure of the Developer to satisfy any of Developer's obligations under the terms of this Agreement within thirty (30) days after the delivery of a notice of default from the City, or, if the default cannot be cured within thirty (30) days, failure of the Developer to commence to cure within thirty (30) days and to thereafter diligently pursue such cure and complete such cure within ninety (90) days, will constitute a default under this Agreement and a default under the Development Agreement. The Parties agree to meet and confer during the cure period in a good faith effort to resolve any dispute regarding the asserted default or the cure thereof. In addition to remedies for breach of this Agreement, the City may exercise any and all remedies available to it, including but not limited to: (a) withholding, conditioning, suspending or revoking any permit, license, subdivision approval or map, or other entitlement for the Project, including without limitation issuance of demolition permits and building permits. (b) instituting against the Developer, or other parties, a civil action for declaratory relief, injunction or any other equitable relief, or relief at law, to compel or enforce Developer's performance of its obligations under this Agreement, including without limitation an action to rescind a transaction and/or to require repayment of any funds received in connection with such a default; (c) where one or more persons have received financial benefit as a result of violation of this Agreement, the City may assess, and institute legal action to recover as necessary, a penalty in any amount up to and including the amount of financial benefit received, in addition to recovery of the benefit received; (d) any other means authorized under the City of Cupertino Municipal Code or any other federal or state statute. Section 3.2. Remedies Cumulative . No right, power, or remedy given to the City by the terms of this Agreement is intended to be exclusive of any other right, power, or remedy; and each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy given to the City by the terms of this Agreement or by any statute or ordinance or otherwise against Developer and any other person. Neither the failure nor any delay on the part of the City to exercise any such rights and remedies shall operate as a waiver thereof, nor shall any single or partial exercise by the City of any such right or remedy preclude any other or further exercise of such right or remedy, or any other right or remedy. O AK #4839-0343-60 85 v i 5 ARTICLE 4. GENERAL PROVISIONS Section 4.1. Hold Harmless. Developer will indemnify and hold harmless (without limit as to amount) City and its elected officials , officers, employees and agents in their official capacity (hereinafter collectively referred to as "Indemnitees"), and any of them, from and against all loss , all risk of loss and all damage (including expense) sustained or incurred because of or by reason of any and all claims, demands , suits , actions, judgments and executions for damages of any and every kind and by whomever and whenever made or obtained, allegedly caused by , arising out of or relating in any manner to Developer's performance or non-performance under this Agreement or due to a legal action , claim, or proceeding instituted by a third party arising, directly or indirectly, from any damage to persons or property arising or resulting directly or indirectly from this Agreement or the relocation of the tenants from the Original Affordable Units and shall protect and defend Indemnitees, and any of them with respect thereto, except to the extent arising from the negligence or willful misconduct of the Indemnitees. The provisions of this Section shall survive expiration or other termination of this Agreement and the provisions of this Section shall remain in full force and effect. Section 4.2 . Notices. Except as provided in Section 1.3, all notices required pursuant to this Agreement shall be in writing and may be given by personal delivery or by registered or certified mail , return receipt requested , to the Party to receive such notice at the addressed set forth below: TO THE CITY: City of Cupertino Office of City Attorney 20410 Town Center Lane , Ste. 210 Cupertino, CA 95014 TO THE DEVELOPER: Carlene Matchniff IAC at Cupertino LLC 890 North McCarthy Boulevard, #100 Milpitas, CA 95035 WITH A COPY TO: Jennifer L. Hernandez Holland & Knight LLP 50 California Street, Suite 2800 San Francisco , CA 941111 Any Party may change the address to which notices are to be sent by notifying the other Parties of the new address , in the manner set forth above . OAK #4 83 9-0343-6085 vi 6 Section 4.3. Integrated Agreement; Relationship to Other Related Agreements and Documents. This Agreement constitutes the entire Agreement between the Parties and no modification hereof shall be binding unless reduced to writing and signed by the Parties hereto. The parties acknowledge that this Agreement was negotiated and entered concurrently with the Development Agreement and the Affordable Housing Agreement. The Parties hereby agree that in effect of a direct conflict between this Agreement and the Development Agreement, the Development Agreement shall control. In the event of a direct conflict between this Agreement and the Affordable Housing Agreement, the Affordable Housing Agreement shall control. Section 4.4. Each Party's Role in Drafting the Agreement. Each Party to this Agreement has had an opportunity to review the Agreement, confer with legal counsel regarding the meaning of the Agreement, and negotiate revisions to the Agreement. Accordingly, neither Party shall· rely upon Civil Code Section 1654 in order to interpret any uncertainty in the meaning of the Agreement. Section 4.5. Amendment of Agreement; Approvals and Consents. (a) Amendments to this Agreement shall be subject to the review and approval of the City Council. No amendment may be approved that is inconsistent with State law, the Cupertino Municipal Code, the Development Agreement, or the Relocation Plan. Upon approval, a restated Agreement or amendments to this Agreement, as appropriate, shall be executed. (b) The City has authorized the City Manager to execute this Agreement and has authorized the Director to deliver such approvals or consents as are required by this Agreement. Any consents or approvals required under this Agreement shall not be unreasonably withheld or made, unless it is specifically provided that a sole discretion standard applies. Section 4.6. No Claims. Nothing contained in this Agreement shall create or justify any claim against the City by any person that Developer may have employed or with whom Developer may have contracted relative to the purchase of materials, supplies or equipment, or the furnishing or the performance of any work or services with respect to the Property or the construction of the Project or construction of the Affordable Units. Section 4.7. Applicable Law. This Agreement shall be governed by California law. Venue shall be the County of Santa Clara. Section 4.8. Waivers . Any waiver by the City of any obligation or condition in this Agreement must be in writing. No waiver will be implied from any delay or failure by the City to take action on any breach or default of Developer or to pursue any remedy allowed under this Agreement or applicable law. Any extension of time granted to Developer to perform any obligation under this Agreement shall not operate as a waiver or release from any of its obligations under this Agreement. Consent by the City to any act or omission by Developer shall not be construed to be a consent to any other or subsequent act or omission or to waive the requirement for the City's written consent to future waivers. OAK #4839-0343-6085 v i 7 Section 4 .9. Title of Parts and Sections . Any titles of the sections, s ubsections, or subparagraphs of this Agreement are in serted for convenience of reference only and shall be disregarded in interpreting any part of the Agreement's provisions . Section 4 .10. Multiple Originals; Counterpart. This Agreement may be executed in multiple originals, each of which is deemed to be an original, and may be signed in counterparts. Section 4 .11 . Severability. In the event any limitation, condition, restriction, covenant, or provision contained in this Agreement is to be held invalid, void or unenforceable by any court of competent jurisdiction, the remaining portions of this Agreement shall nevertheless be and remain in full force and effect. Section 4.12. Termination. This Agreement shall be deemed terminated upon either (A) mutual written agreement of the parties or (B) the occurrence of the all of the following : (i) satisfaction of all Developer obligations under the Relocation Plan, (ii) full reimbursement to the City under Section 1.1, (iii) satisfaction of the Developer obligation to offer the Right of First Refusal in the Project under Section 2.3, and (iv) the execution and recording of the Affordable Housing Agreement. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day and year first above written. DEVELOPER: IAC at Cupertino LLC, a Delaware limited liability company CITY: City of Cupertino, a municipal corporation By: Its: By: -=-xhV--=----------- 'foL ~ 'D'° Lf H-_s,LEU &vs o rJ !foM / ~"t ~· f\J'Jl) '2-tJ t::-1..i . OAK #483 9-0343-6 085 v i 8 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT C IV IL COD E § 1189 • A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of __ S._t<L-r'7_-f._tll...~C~1 ~-a_.~--) on J.,,.,ty -Z-5 1 i~ !lo before me, _A~vi._fl_en_n _~_ft_v<-_<>_1e,_t,_e._'-(f« __ , _N_61'_M'f~_P,_1,A,,_~_l_ic-_ Date Here Insert Name and Title of the Officer personally appeared __ C_M_/_Ui_e.-----"-)1-----'-a-_f_oh-'-'--n_i-'--'lf!.'----------------- Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(81 whose name(st is/ai:e- subscribed to the within instrument and acknowledged to me that .ftefshe/t4ey. executed the same in J:m>/her/tfleir authorized capacity(ies), and that by l::lie/her/tbeir signature~on the instrument the personfg-), or the entity upon behalf of which the person.(sf'acted, executed the instrument. Place Notary Seal Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my ha ~j d :ffic~al seal . Signature G ~ 2 // Signature of Notary Public ----------------------------~op noNAL ----------------------------~ Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Descriptio n of Attac hed Docu ment , , Title or Type of Document: ~ lfuwiu'1 'f..ilc(:ll,1Jrr. hJ',,f Document Date: Number of Pages: I I Signer(s) Other Than Named Above: __ -_________ _ Capacity(i es) Claimed by Signer(s) Signer's Name: ___________ _ Signer's Name: ___________ _ 0 Corporate Officer -Title(s): ______ _ 0 Corporate Officer -Title(s): ______ _ 0 Partner -D Limited 0 General 0 Partner -D Limited 0 General 0 Individual 0 Attorney in Fact 0 Individual D Attorney in Fact 0 Trustee 0 Guardian o r Conservator D Trustee D Guardian or Conservator 0 Other: _____________ _ 0 Other: ____________ _ Signer Is Representing: _________ _ Signer Is Rep resenting: ________ _ Yi>~ ,CT.= ©20 14 National Nota ry Associ ation · www.NationalNotary .org • 1-800 -US NOTARY (1 -800 -876-6827) It em #59 07 ATTACHMENT 1 LEGAL DESCRIPTION OF THE PROPERTY Real property in the City of Cupertino, County of Santa Clara, State of California, described as follows: PARCEL A: ALL OF PARCEL I AS SHOWN ON THAT CERTAIN PARCEL MAP FILED FOR RECORD ON SEPTEMBER 7, 1973 IN BOOK 329 OF MAPS, AT PAGE 49, RECORDS OF SANTA CLARA COUNTY . EXCEPTING THEREFROM THAT PORTION THEREOF DEDICATED AND CONVEYED TO THE CITY OF CUPERTINO, BY DEED RECORDED MAY 7, 1975 IN BOOK B397, PAGE 613, OFFICIAL RECORDS, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE CENTERLINE OF PRUNERIDGE AVENUE WITH THE CENTERLINE OF WOLFE ROAD AS SHOWN ON THAT CERTAIN PARCEL MAP RECORDED IN BOOK 329 OF MAPS AT PAGE 49, SANTA CLARA COUNTY RECORDS; THENCE LEA YING SAID CENTERLINE OF SAID A VENUE, ALONG SAID CENTERLINE OF SAID ROAD, S . 0 ° 35' 45" W., 432.35 FEET; THENCE LEAVING SAID CENTERLINE OF SAID ROAD, S . 89 ° 24' 15" E., 54 .00 FEET TO THE TRUE POINT OF BEGINNING, BEING ALSO A POINT IN THE EASTERLY LINE OF WOLFE ROAD AS SHOWN ON SAID MAP; THENCE ALONG SAID EASTERLY LINEN. 0 ° 35' 45" E., 326.33 FEET; THENCE LEAVING SAID EASTERLY LINE ALONG A TANGENT CURVE TO THE RIGHT, HAVING A RADIUS OF 60.00 FEET, THROUGH A CENTRAL ANGLE OF 63 ° 15' 31", AN ARC LENGTH OF 66.24 FEET; THENCE IN A SOUTHERLY DIRECTION ALONG A NON-TANGENT CURVE TO THE LEFT, HAVING A RADIUS OF 40 .00 FEET, CONCA VE TO THE SOUTHWEST, WHOSE CENTER BEARS S. 26 ° 08 ' 44" E., THROUGH A CENTRAL ANGLE OF 63 ° 15' 31", AN ARC LENGTH OF 44.16 FEET TO A POINT THAT IS PARALLEL WITH AND 11 .00 FEET EASTERLY MEASURED AT RIGHT ANGLES FROM SAID EASTERLY LINE; THENCE ALONG SAID PARALLEL LINES. 0 ° 35' 45" W., 276.81 FEET; THENCE ALONG A TANGENT CURVE TO THE RIGHT, HAVING A RADIUS OF 100.00 FEET THROUGH A CENTRAL ANGLE OF 15 ° 00' 00'', AN ARC LENGTH OF 26.18 FEET ; THENCE S . 15 ° 35' 45" W., 16.17 FEET; THENCE ALONG A TANGENT CURVE TO THE LEFT, HAVING A RADIUS OF 100.00 FEET, THROUGH A CENTRAL ANGLE OF 15 ° 00' 00", AN ARC LENGTH OF 26 .18 FEET TO THE TRUE POINT OF BEGINNING. ALSO EXCEPTING THEREFROM THAT PORTION THEREOF GRANTED AND CONVEYED TO THE CITY OF CUPERTINO, A CALIFORNIA MUNICIPAL CORPORATION, LYING WITHIN AREA I AS SHOWN ON EXHIBIT "B" AND MORE PARTICULARLY DESCRIBED ON EXHIBIT "A" OF THAT CERTAIN GRANT DEED RECORDED NOVEMBER 4, 2014 AS INSTRUMENT NO. 22760862 OF OFFICIAL RECORDS. O AK #4839-034 3-60 85 v i Attachment 1-1 EXCEPTING THEREFROM ALL OIL, OIL RIGHTS , MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM, ANY OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERA TING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER PROPERTY, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM PROPERTIES OTHER THAN THOSE CONVEYED HEREBY , OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPS TOCKED OR DIRECTIONALLY DRILLED WELLS , TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN , REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES ; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND AS RESERVED IN THE DOCUMENT RECORDED MARCH 27, 2013 , AS INSTRUMENT NO . 22148706 OF OFFICIAL RECORDS. PARCELB: PARCEL TWO AS SHOWN ON EXHIBIT "A" AND MORE PARTICULARLY DESCRIBED ON EXHIBIT "C" ATTACHED TO LOT LINE ADJUSTMENT ATTACHED AS EXHIBIT "B" TO LOT LINE ADJUSTMENT GRANT DEED , RECORDED NOVEMBER 4, 2014 AS INSTRUMENT NO. 22760859 OF OFFICIAL RECORDS. EXCEPTING THEREFROM THAT PORTION THEREOF GRANTED AND CONVEYED TO THE CITY OF CUPERTINO , A CALIFORNIA MUNICIPAL CORPORATION, LYING WITHIN AREA 1 AND 2 AS SHOWN ON EXHIBIT "B" AND MORE PARTICULARLY DESCRIBED ON EXHIBIT "A" OF THAT CERTAIN GRANT DEED RECORDED NOVEMBER 4 , 2014 AS INSTRUMENT NO . 22760862 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM , ANY OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER PROPERTY, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM PROPERTIES OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO , THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN , REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES ; WITHOUT, O AK #4839 -0343-6 085 v i 2 HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND AS RE SERVED IN THE DOCUMENT RECORDED MARCH 27, 2013, AS INSTRUMENT NO. 22148706 OF OFFICIAL RECORDS. OAK #4839-0343-6085 v i 3 CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of __._S,,<..=Ct'-'--'V'\-'--'±0-1-----~-Cl-"--VO'\ __ On A11\lW0tVJ 1 ?,;OL\o before me, ---~~~\~luJJ~~_LQ; __ ;\-h_V,_W ___ J ____ , Notary Public, ~ (Here insert name and title of the officer) personally appeared ::DCA\!\-c\ £ VU\.nd ±= who proved to me on the basis of satisfactory evidence to be the ~s) whose ~)~re subscribed to the within instmment and acknowledged to me tha@ she/they executed the same ir(§ther/their authorized ~ies), and that by @!SJh er/their ~s) on the instmment th ~), or the entity upon behalf of 'Whlch th ~s) acted, executed the instmment. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is tme and correct. (Notary Seal) • COLLEEN LETTIRE Commission# 2078124 i Notary Public • California i I Santa Clara County .. . 16.2011 soo•uali17'111L:Clu .ouul ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE ATIACHED DOCUMENT (Title or description of attached document) (Title or description of attached document continued) Number of Pages __ Document Date ____ _ (Additional information) CAP A CITY CLAIMED BY THE SIGNER D Individual (s) D Corporate Officer (Title) D Partner(s) D Attorney-in-Fact D Trustee(s) D Other ___________ _ INSTRUCTIONS FOR COMPLETING IBIS FORM Any acknowledgment completed in California must contain verbiage exactly as appears above in the notary section or a separate acknowledgment form must be properly completed and al/ached lo that document. The only exception is if a document is lo be recorded outside of California . In such instances, any alternative acknowledgment verbiage as may be printed on such a document so long as th e verbiage does not require the notary to do something that is illegal for a notary in California (i.e. certifYing the authorized capacity of the signer). Please check th e docum ent carefally for proper notarial wording and al/ach this form if required. • State and County infonnation must be the St ate and County where the document signer(s) personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s) personally appeared which must also be th e same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization . • Indicate the correct singular or plural fonns by crossing off incorrect fonns (i.e . he/she/they, is /are) or circling the correct fonns. Failure to correctly indicate this information may lead to rejection of docwnent recording. • The notary seal impression must be clear and photographically reproducible . Impression must not cover text or lin es. If seal impression smudges, re-seal if a sufficient area pennits, otherwise complete a different acknowledgment form. • Signature of the notary public must match the signature on file with the office of the county clerk. •!• Additional information is not required but could help to ensure this acknowledgment is not mi sused or attached to a different document. •!• Indi cate title or type of attached document, number of pages and date . •!• Indicate the capacity claimed by th e signer. If the claimed capacity is a corporate officer, indicate the titl e (i .e. CEO, CFO, Secretary). • Securely attach thi s document to the s ign ed do cum e nt C 2004-20 15 ProLink Signing Serv ic e, Inc. -All Rig hts Rese rved \vww.Th eP ro Link.i.:om -Nali on wide No tary Service