D-332 GRANT DEED FOR PIETRA SERENA ASSOCIATES, LLC CERTIFIED TO DE A-TRUE COPY
RECORDING REQUESTED BY AND OF DOCUMENT 'R9CORDED ON
WHEN RECORDED MAIL TO: _ 4.—i'0' SEPJF.S $ S o6S
OF OFFICIAL. -RECOOOS.
City of Cupertino Chicago M h � 4
10300 Torre Avenue [l
Cupertino, CA 95014-3255 LBY
Attn: City Manager
SPACE ABOVE THIS LINE FOR RECORDER'S USE
Grant Deed
FOR VALUABLE CONSIDERATION, Pietra Serena Associates,LLC,a California limited liability
company, hereby GRANTS to the City of Cupertino, a municipal corporation,the real property in the State
of California, County of Santa Clara, City of Cupertino, described as:
SEE EXHIBIT A ATTACHED FOR A LEGAL DESCRIPTION
SUBJECT TO:THE TERMS ..AS :.CONTAINED. IN_ THAT CERTAIN..ENVIRONMENTAL
RELEASE AND INDEMNITY AGREEMENT ATTACHED HERETO AS EXHIBIT "B" .
Dated Decembe , 1999 PIETRA SERENA ASSOCIATES, LLC, a
STATE OF CALIFORNIA California limited liability company
ss.
COUNTY OF+^51:4 � C��r2
Onn(C�I1'1 'rag
before me, Wri i.,-'r a By:
ota �Pk'c in. 4no for Said-State, personally appeared
11 1 PA'S�1111 rf:8q+P')� Vdiersonally known to me Name: I 1
(or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument Its:
and acknowledged to me that he/she/they executed the same in /
his/her/their authorized capacity(ies), and that by his/her/ their
signature(s) on the instrument the person(s) or the entity upon By:-.,
behal which the person(s)acted,executed the instrument.
TNESS hand of cial seal. ( /
w , Name: 4 J�rvc t i
1 c�
Notary is Its: M Al 71-)41 <<
MAIL TAX STATEMENTS TO THE
ADDRESS LISTED ABOVE
PATRICIA A. MUNGARAY
Commission#1236950
Notary Public-Cardornio
Santa Clara County.
My Comm.Bores Oct 8,20M
30123333/20713-0001
. 6 ai
x --BIT A
Situate in the City of Cupertino, County of Santa Clara, State of California, and being a portion
of "Parcel One," as said parcel is described in that certain Grant Deed from Kaiser Cement
Corporation to PH Property Development Company, which was recorded in Book N742 of
Official Records .Page 2072, on January 27, 1995, Santa Clara County Records, being more
particularly described as follows:
Beginning at the northeasterly corner of said Parcel One;
Thence along the northerly line of said parcel, South 88013'03" West [said Grant Deed bearing
stated as South 88009'53" West], 897.17 feet to a point which lies North 88013'03" East. 60.15
feet from the northwesterly corner of said Parcel One;
Thence, leaving said northerly line, South 26038'03" West, 123.24 feet to its intersection with
the northeasterly projection of the third course found in said Deed which states "thence South
65 deg. 07' 40" W;85.94 feet";
Thence along said northeasterly projection, South 64055'08" West [said Deed bearing stated as
North 65007'40" East], 42.25 feet;
Thence, North 1404911" East, 130.55 feet to the said northwesterly corner of said Parcel One;
Thence, along said northerly line, North 88013'03" East [said Deed bearing stated as South
88009'53" West], 60.15 feet to the True Point of Beginning.
Containing an area of 5,376 square feet, more or less.
A plat showing the described area is attached hereto and made a part hereof as Exhibit "B".
This description was prepared by me or under my direction in conformance with the
Professional Land Surveyors Act.
Dated:
Billy Martin,' S 5797
License Expires 9/30/2000 Seo ��/p`•
BILLY MARTIN
1 of 2 ` EXP. 6/3^X000
No. 5197 .r
KAMAIM199619602051EGALSIRWDEDIC.D0C
\. lF OF CA \i��
540 Price Avenue . Redwood City,CA 94063 . 1650)482.6300 • FAX(650)482.6399
EXHIBIT "B"
Environmental Release and Indemnity Agreement
This Environmental Release and Indemnity Agreement (the "Agreement") is entered into as
of March 24 , 2000 by PH Property Development Company, a Delaware corporation (the
"PH Property") and the City of Cupertino, a municipal corporation-(the "City") and is attached to
that certain Grant Deed dated December 28, 1999.
RECITALS
This Agreement is made with reference to the following facts and intentions of the parties:
A. PH Property has caused its successor in title to dedicate certain land to the City upon
which the City has previously constructed a road and which is more particularly described on
Exhibit A (the "Property"). The City operated a landfill near the Property, and has taken
responsibility for the cleanup and appropriate remediation of the landfill in accordance with all
applicable Environmental Laws and other requirements.
B. Transfer of the Property is conditioned on the City's providing to PH Property a full and
complete release and indemnity relating to any and all Hazardous Materials, Waste Materials and
environmental matters concerning the Property, as more fully set forth below.
AGREEMENT
NOW, THEREFORE, as a material part of the consideration for the dedication, and for other
valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties
agree as follows:
Section 1. Definitions
1.1. Environmental Laws. The term "Environmental Laws" means any federal, state, or
local statute, regulation, rule, ordinance, permit, license, requirement, agreement, approval,
directive,judgment, decree or order(whether now existing or later adopted or promulgated) relating
to pollution or the protection of the environment, humans or animals from Hazardous Materials.
1.2 Hazardous Materials. The term "Hazardous Materials" means any material,
chemical, compound, substance, mixture, or byproduct that is identi ied, defined, or regulated under
Environmental Laws as a "hazardous constituent," "hazardous substance," "hazardous waste
constituent," "infectious waste," "medical waste," "biohazardous waste," "extremely hazardous
waste," "pollutant," "toxic pollutant," or "contaminant," or any other formulation intended to
classify substances by reason of properties that are deleterious to the environment, natural resources
or human or animal health or safety including without limitation ignitability, infectiousness,
corrosiveness, radioactivity, carcinogenicity, toxicity, and reproductive toxicity. The term
1
"Hazardous Materials" specifically shall include any form of natural gas, as well as any petroleum
products or any fraction thereof.
1.3 Released Parties. The term "Released Parties" means PH Property, its affiliates and
their respective shareholders, officers, directors, partners, employees, agents, contractors, successors
and assigns.
1.4. Waste Materials. The term "Waste Materials" means any putrescible or
nonputrescible solid, semisolid, liquid or gaseous waste of any type whatsoever, including without
limitation: Any garbage, trash refuse, paper, rubbish, ash, industrial, commercial or residential
water, demolition or construction wastes, abandoned vehicles or parts thereof, discarded home and
industrial appliances, sewage, sewage sludge,manure and vegetable or animal waste.
Section 2. Release
The City for itself and each and all of its successors-in-interest to the Property (and each and
all of their respective tenants of all or a portion of the Property), and their affiliates, lenders who take
title to or a security interest in all or a portion of the Property, shareholders, officers, directors,
employees, agents, contractors, successors and assigns (collectively, the "Waiver Parties") hereby
unconditionally and completely release and discharge the Released Parties (as defined in Section 1)
from and against any and all actual, threatened or potential claims, proceedings, liabilities, losses,
liens, penalties, fines, costs and expenses of every kind and nature (including without limitation
attorney's and consultant's fees and costs), and whether asserted by a third party against any of the
Waiver Parties or incurred directly or indirectly by any of the Waiver Parties themselves, that any of
the Waiver Parties may now or subsequently have against any of the Released Parties (collectively,
the "Losses"), and that arise in connection with or in any way are related to any Hazardous
Materials or Waste Materials at, beneath, above or migrating to or from the Property and any
compliance or non-compliance with Environmental Laws in connection with the Property
(collectively,the "Released Matters").
Section 3. Civil Code Section 1542 Release.
The City acknowledges that it is familiar with Section 1542 of the California Civil Code,
which provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT
THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM
MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR.
The City, on behalf of itself and the other Waiver Parties, waives and relinquishes any right or
benefit under California Civil Code Section 1542 or any similar provision of law pertaining to the
Released Matters.
2
Section 4. Indemnification and Covenant Not to Sue.
4.1. The City's Indemnification of Released Parties. The City shall indemnify, defend
(with counsel reasonably acceptable to PH Property) and hold the Released Parties harmless from
and against any Losses arising in connection with or related to the Released Matters.
4.2. Covenant Not to Sue. The City, on its own behalf and on behalf of each of the other
Waiver Parties, covenants and agrees never to sue or otherwise commence, aid in any way, or
prosecute any action or other proceeding against any of the Released Parties, based on the Released
Matters. If any of the Waiver Parties asserts a claim that is contrary to this Section 4.2, that Waiver
Party shall defend, indemnify and hold harmless the Released Parties against whom the claim is
asserted for all Losses incurred. This Agreement may be pleaded by a Released Party as a full and
complete defense to any action or proceeding that is contrary to this Section 4.2, and may be asserted
as a basis for abatement of, or injunction against, the action or proceeding and as a basis for a cross-
complaint for damages.
Section 5. Miscellaneous.
5.1. Notice. All notices, demands, approvals, and other communications provided for in this
Agreement shall be in writing and shall be effective: (a)when personally delivered to the recipient at
the recipient's address set forth below; or (b) one business day after deposit with a reputable
overnight courier or delivery service, addressed to the recipient as set forth below. If the date on
which any notice to be given under this Agreement falls on a Saturday, Sunday or legal holiday, then
such date shall automatically be extended to the next business day.
The addresses for notice are:
IF TO CITY: City of Cupertino
10300 Tome Avenue
Cupertino, CA 95014-3255
Attn: City Manager
IF TO PH PROPERTY: PH Property Development Company
945 East Paces Ferry Road, Suite 2515
Atlanta, GA 30326
Attn: Jeffrey Harland
Any party may change its address by notice delivered in the manner specified in this
Section 5.1.
5.2. Litigation and Attorneys' Fees. In the event either party to this Agreement shall bring
suit to enforce or interpret this Agreement, the prevailing party in any such litigation, including
appeals, shall be entitled to recover from the other party all costs and expenses of such litigation and
reasonable attorneys fees and costs as fixed by the court. The "prevailing party", for purposes of this
Agreement, shall be deemed to be that party who obtains substantially the result sought, whether by
settlement, dismissal or judgment, and shall be conclusively determined by the court or arbitrator, as
applicable.
3
5.3. Governing Law. This Agreement shall be governed by the laws of the State of
California applicable to contracts made and to be performed in California.
5.4. Assignability. The City may not assign its rights under this Agreement, in whole or in
part, without PH Property's prior written consent in each instance, which consent may be granted or
withheld in PH Property's sole discretion. In the event PH Property approves an assignment of this
Agreement,the City shall remain liable under the terms hereof.
5.5. Time. Time is of the essence as to the performance of the City's obligations under this
Agreement.
5.6. Interpretation. This Agreement has been drafted through a joint effort of the parties
and,therefore, shall not be construed in favor of or against either of the parties.
5.7. Amendments and Waivers. No modification of this Agreement shall be effective
unless set forth in writing, signed by the party against whom the modification is sought to be
enforced. The party benefited by any condition or obligation may waive the same, but the waiver
shall not be enforceable by another party unless made in writing and signed by the waiving party.
5.8 Invalidity of Provisions. If any provision of this Agreement as applied to either party
or to any circumstance shall be adjudged by a court of competent jurisdiction to be void or
unenforceable for any reason,the same shall in no way affect(to the maximum extent permissible by
law) any other provision of this Agreement, the application of any such provision under
circumstances different from those adjudicated by the court or the validity or enforceability of this
Agreement as a whole.
5.9. Recordation. The parties intend that this Agreement shall run with the Property, and
that this Agreement shall be an exception to the Deed as recorded in the Official Records of Santa
Clara County, California.
5.10. Authority. Each party represents to the other that it has full power and right to enter
into and perform its obligations under this Agreement and the other agreements contemplated to be
executed and performed by it.
4
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date.
PH PROPERTY: PH PROPERTY DEVELOPMENT COMPANY
a Delawa oration
By:
Je arland, President
CITY: ACCEPji� T
By:
n S atton, Mayor
ATTESTEI,�:
By:
�ity
APPROVED AS TO FORM:
By:
City Attorney
5
Situate in the City of Cupertino, County of Santa Clara, State of California, and being a portion
of "Parcel One," as said parcel is described in that certain Grant Deed from Kaiser Cement
Corporation to PH Property Development Company, which was recorded in Book N742 of
Official Records .Page 2072, on January 27, 1995, Santa Clara-County Records, being more
particularly described as follows:
Beginning at the northeasterly corner of said Parcel One;
Thence along the northerly line of said parcel, South 88113'03" West [said Grant Deed bearing
stated as South 88009'53" West], 897.17 feet to a point which lies North 88°13'03" East. 60.15
feet from the northwesterly corner of said Parcel One;
Thence, leaving said northerly line, South 26138'03" West, 123.24 feet to its intersection with
the northeasterly projection of the third course found in said Deed which states "thence South
65 deg. 07' 40" W,85.94 feet";
Thence along said northeasterly projection, South 64055'08" West [said Deed bearing stated as
North 65007'40" East], 42.25 feet;
Thence, North 14°49'21" East, 130.55 feet to the said northwesterly corner of said Parcel One;
Thence, along said northerly line, North 88013'03" East [said Deed bearing stated as South
88009'53" West), 60.15 feet to the True Point of Beginning.
Containing an area of 5,376 square feet, more or less.
A plat showing the described area is attached hereto and made a part hereof as Exhibit "B".
This description was prepared by me or under my direction in conformance with the
Professional Land Surveyors Act.
-�— ! Dated: c�c 77 Zc /9,P19
Billy Martin,,CS 5797 ' p\
License Expires 9/30/2000
BILLY MARTIN
1 of 2 EXP. 6/3,^:2000
No. 5797 ._
K:\MAIN\1996\960205\LEGALS\RWDEDIC.DOC
�F CAS\ED
540 Price Avenue . Redwood City,CA 94063 . (650)482-6300 • FAX(650)482-6399
NW CORNER
N742 O.R. 2072 NE COR. N742 O.R. 2072
PARCEL ONE PARCEL ONE POB
O
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(QUARTER SECTION LINE) S 88°13'03" W
_
60.15, 897.17'
5,376 S.F.f TPOB
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ro 0$
S N742 O.R. 2072
PARCEL ONE
THIRD COURSE
N742 O.R. 2072
("S65°07"40"W 85.94 FEET")
Subject EXHIBIT "B"
540 Price Avenue
n F Redwood City, CA 94063 Job No. 960205-20
Engineers Su wron Planners 650/482-6300 By BGT Dote 10/19/99 Chkd
9 r
650/482-6399 (FAX) CLICC'T 7 nr 1)
-OPTIONAL SECTION
STATE OF CAPACITY CLAIMED BY SIGNER
Though statute does not require the Notary to
fill in the data
below,
COUNTY OF Invaluable to persons relying on the document
On Mamh R.2.0)O before me, 134Q44 E. N� ❑ INDIVIDUAL
w4rA, 4 Notary Public,
personally appearedye4'f'MU 4arlGt. (1.) E2rCORPORATE OFFICERS)�si�lefJT"
NAMES) OF SIGNER(S)
TITLE(S)
I"personally known to me - OR - ❑ proved to me on the basis of satisfactory ❑ PARTNER(S) ❑ LIMITED
evidence to be the person(s) whose ❑ GENERAL
Nobly Public, Fulton County,Cw.'gfa,
name(s) is/are subscribed to the within ❑ATTORNEY-IN-FACT
My commission expires April 1,2uo1. instrument and acknowledged to me that
he/she/they executed the same in ❑TRUSTEE(S)
his/her/their authorized capacity(ies), and ❑ GUARDIAN/CONSERVATOR
that by his/her/their signature(s) on the ❑ OTHER:
instrument the person(s), or the entity
upon behalf of which the person(s) acted,
executed the instrument.
Witness my hand and official seal. SIGNER IS REPRESENTING:
/ Name of Person(s)or Entity(ies)
*L&S I&GNATU iaRE OF NOTARY
-OPTIONAL SECTION
THIS CERTIFICATE MUST BE ATTACHED TO Title orType of Document
THE DOCUMENT DESCRIBED AT RIGHT:
Though the data requested here is not required by law,it Number of Pages Date of Document
could prevent fraudulent reattachment of this form.
-Signer(s)Other Than Named Above
01993 National Notary Association,Canoga Park,CA
1