07-078, Financial Center Partners, LLC
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SP ACE ABOVE FOR RECORDER'S USE ONLY
MAINTENANCE AGREEMENT
THIS MAINTENANCE AGREEMENT ("Agreement") is made and entered into this 1st
day of May,. 2007, by Cupertino Financial Center Partners LLC, a California limited liability
company (hereinafter referred to as Owner), and the City of Cupertino ("City").
RECITALS:
This Agreement is made and entered into with reference to the following facts:
A. Owner is the developer of the real property and improvements that comprise the
Cupertino Financial Center office project that is located within the City of Cupertino, County of
Santa Clara, State of California ("Project").
B. As set forth herein, the provisions of this Agreement are intended to and shall run with
the Project and be binding upon all owners, successors and assigns of the Project, or any portion
thereof.
C. The purpose of this Agreement is to allocate to Owner the costs of maintenance, repair
and replacement of the landscaping and improvements that are situated on real property owned by
City along Stevens Creek Boulevard and Wolfe Road in front of the Project, and to establish
certain criteria and procedures for the accomplishment of said maintenance, repair and
replacement.
NOW, THEREFORE the parties hereto agree as follows:
1. Covenants Running With the Land; Prooertv Subiect to Agreement: All of the real
property described as Parcel A in Exhibit "A" shall be subject to this Agreement. It is intended
and determined that the provisions of this Agreement shall run with the land and shall be binding
on all parties having or acquiring any right, title or interest in the real property described as Parcel
A in Exhibit "A" or any portion thereof and shall be for the benefit of each owner of said parcel
or any portion of said property and shall inure to the benefit of and be binding upon each
successor in interest of the owners thereof. Each and all of the limitations, easements,
obligations, covenants, conditions, and restrictions contained herein shall be deemed to be, and
shall be construed as equitable servitudes, enforceable by any of the owners of any of the
property subject to this Agreement against any other Owner, tenant or occupant of the said
property, or any portion thereof.
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2. Responsibility for Cost of Repair, Replacement and Maintenance: Owner shall, at its
sole cost and expense, maintain, repair, replace, and keep in good condition all improvements and
landscaping located on the portion of the City's property (as noted in Exhibit A) that abuts and
fronts the Project along Stevens Creek Boulevard and Wolfe Road (the "Maintenance Agreement
Area").
3. Definitions of Reo air, Replacement and Maintenance: The repair, replacement and
maintenance to be undertaken and performed under this Agreement shall include all work
necessary to maintain the Maintenance Agreement Area in a good, useable condition under all
weather conditions. Said Maintenance Agreement Area shall be maintained to the standards,
specifications and condition to which, at a minimum, it was originally constructed as evidenced
by plans and specifications on file with the City of Cupertino and/or provided to the Owners.
4. Decisions Regarding Performance of this Agreement: All decisions regarding the need
for maintenance, the implementation thereof, and any particular other matters of the Maintenance
Agreement Area shall be determined by the Owner.
5. Indemnity: Owner shall defend, indemnify, and hold City harmless of and from any and
all claims, liabilities, actions, causes of action, and damages for personal injury and property
damage, including without limitation reasonable attorney's fees, arbitration fees or costs and
court costs, arising out of or related to the use and Owner's maintenance ofthe Maintenance
Agreement Area described in paragraph number two and delineated on Exhibit "A", except to the
extent that such claims, liabilities, actions, causes of action, and damages arise out of or relate to
City's employees, agents, representatives, contractors, vendors or consultants.
6. Arbitration: In the event that any dispute or controversy arises between Owner and City
with respect to this Agreement, the same shall, at the election of any party, be submitted to
arbitration to and in accordance with the rules of the American Arbitration Association and shall
be conducted at its office nearest to the Project. The cost of the arbitration and reasonable travel
cost shall be borne by the parties in such proportion as the arbitrator shall decide.
7. Attorney's Fees: In the event that any party institutes legal action or arbitration against
the other to interpret or enforce this Agreement, or to obtain damages for any alleged breach
hereof, the prevailing party in such action or arbitration shall be entitled to reasonable attorneys'
or arbitrators' fees in addition to all other recoverable costs, expenses and damages.
8. Further Documents: The parties covenant and agree that they shall execute such further
documents and instructions as shall be necessary to fully effectuate the terms and provisions of
this Agreement.
9. Entire Agreement: This Agreement constitutes the entire agreement of the parties with
respect to the subject matter contained herein and supersedes all prior agreements, whether
written or oral. There are no representations, agreements, arrangements or undertakings, oral or
written, which are not fully expressed herein.
10. Severability: In the event any part or provision ofthis Agreement shall be determined to
be invalid or unenforceable under the laws of the State of California, the remaining portions of
this Agreement which can be separated from the invalid, unenforceable provisions shall,
nevertheless, continue in full force and effect.
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11. No Waiver: The waiver of any covenant contained herein shall not be deemed to
be a continuing waiver of the same or any other covenant contained herein.
12. Recordation: It is anticipated that this Agreement shall be executed and acknowledged in
proper recordable form and recorded.
13. Amendment: This Agreement may be amended in whole or in part only by mutual
written agreement. ~y such amendment shall be recorded in Santa Clara County, California. In
the event any conflict arises between the provisions of any such amendment and any of the
provisions of any earlier document or documents, the most recently duly executed and recorded
amendment shall be controlling.
Executed the day and year first above written.
CUPERTINO FINANCIAL CENTER PARTNERS LLC,
a California limited liability company
By: Menlo Equities LLC,
a California limited liability company,
its manager
By:
Menlo Equities, Inc.,
a California corporation,
it managing member
J!.~
Henry Bullock, President
By:
CITY OF CUPERTINO
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Title:
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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WITNESS V; an~~al ~
Signature of Notary Public
Capacity(ies) Claimed by Signer(s)
Signer's Name:
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RIGHT THUMBPRINT
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Signer Is Representing:
Signer's Name:
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RIGHT THUMBPRINT
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@ 2004 National Notary Association' 9350 De Soto Ave., P.O. Box 2402 . Chatsworth, CA 91313-2402 Item No. 5907 Reorder: Call Toll-Free 1-800-876-6827
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981 RIDDER PARK DRIVE
SUITE 100
SAN JOSE. CA 95131
408-467-9100
408-467-9199 (FAX)
Subject LANDSCAPE MAINTENANCE
AGREEMENT AREA OFFICE
Job No. 20036049
By DeB Date 5-1-07 Chkd.DCB
SHEET 1 OF 1
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