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84-004 Maintenance Agreement De Anza Blvd & Stevens Creek Blvd • MAINTENANCE AGREEMENT WHEREAS, HARE, BREWER & KELLEY, INC. is developing the real property known as Parcels 4, 5 , 6 , 7 , 8 and 9 on the Parcel Map filed August 24 , 1972 in Book 307 of Maps , Page 29 , Santa Clara County Records , California; WHEREAS, HARE, BREWER & KELLEY, INC. is undertaking the development for the benefit of DE ANZA PLAZA ASSOCIATES , A CALIFORNIA LIMITED PARTNERSHIP which has not yet been formed; and WHEREAS , as a condition precedent to the issuance of a building permit, the CITY OF CUPERTINO requires that HARE, BREWER & KELLEY, INC. release it from the obligation to maintain public sidewalks on the abovesaid parcels . NOW, THEREFORE, it is agreed as follows : 1. HARE, BREWER & KELLEY, INC. , or upon its formation and assumption of the obligations under this Maintenance Agreement, DE ANZA PLAZA ASSOCIATES , A CALIFORNIA LIMITED PARTNERSHIP, hereby agrees to release the CITY OF CUPERTINO from its obligation to maintain any of the public right of ways currently existing on Parcels 4 , 5 , 6 , 7 , 8 and 9 on the Parcel Map filed August 24, 1972 in Book 307 of Maps , page 29 , Santa Clara County Records, California. 2 . The CITY OF CUPERTINO hereby agrees to deem the condition precedent to the issuance of a building permit relating to this Maintenance Agreement satisfied. 3. The obligations assumed hereunder by HARE , BREWER & KELLEY, INC. may be assigned to DE ANZA PLAZA ASSOCIATES , A CALIFORNIA LIMITED PARTNERSHIP, at any time after its formation. Such assignment shall release HARE, BREWER & KELLEY, INC. from any obligations assumed hereunder. IN WITNESS HEREOF, the parties have executed this Agreement on the date indicated below. CITY OF CUPERTINO HARE, BREWER & KELLEY, INC. By: 4/ / lf__ , .By: �_ / Mayf, City of4litrtino land Kelle President • By: By: ( •1 William K Ke ley, etary APPROVED LS TO/ 0 : / ATTEST: Ley City Attorfiey if Pr 1 / =RESOLUTION NO..6240 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO ' APPROVING PARCEL MAPS AND IMPROVEMENT PLANS OF PROPERTY LOCATED AT THE NORTHWEST CORNER OF DE ANZA BOULEVARD AND STEVENS -CREEK BOULEVARD, DEVELOPER HARE, BREWER AND KELLY, INC. ; AUTHORIZING EXECUTION OF IMPROVEMENT AGREEMENT; AUTHORIZING SIGNING OF PARCEL MAPS, IMPROVEMENT PLANS AND PUBLIC SIDEWALK MAINTENANCE AGREEMENT WHEREAS, there has been presented to the City Council for approval of two parcel maps and improvement plans. of property located at the north- west corner of Stevens Creek Boulevard and De Anza Boulevard by Hare, Brewer and Kelly, Inc. WHEREAS, there has been presented to the City Council a proposed public sidewalk maintenance 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 maps, agreements, and bonds having been approved by the City Attorney; NOW, THEREFORE, BE IT RESOLVED THAT a. Said two parcel maps 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 the two agreements herein referred to. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this lath_ day of January , 1984, by the following vote: Vote Members of the City Council AYES: Gatto, Johnson, Rogers, Sparks, Plungy NOES: None ABSENT: None ABSTAIN: None ATTEST: APPROVED: /c/ Dflrothy Cornelius /s/ John J. Plungy, Jr City Clerk Mayor, City of Cupertino Resolution No. 6240 EXHIBIT "A" SCHEDULE OF BOND, FEES, AND DEPOSITS " DEVELOPMENT: COMMERCIAL BUILDINGS DEVELOPER: HARE, BREWER AND KELLY, INC. LOCATION: Northwest corner of De Anza Boulevard and Stevens Creek Boulevard A. Faithful Performance Bond $54,500.00 Fifty-Four Thousand Five Hundred and no/100 Dollars B. Labor and Material Bond: $54, 500,00 Fifty-Four Thousand Five Hundred and no/100 Dollars C. Checking and Inspection Fee: $ 2,725.00 Two Thousand Seven Hundred Twenty-Five and no/100 Dollars D. Indirect City Expenses: $ 409.00 Four Hundred Nine and no/100 Dollars E. Development Maintenance Deposit: $ 500.00 Five Hundred and no/100 Dollars F. Storm Drainage Fee: $ 4,003.00 Four Thousand Three and no/100 Dollars G. One Year Power Cost: $ 72.00 Seventy-Two and no/100 Dollars H. Street Trees: BY DEVELOPER I. Map Checking Fee: $ 100.00 One Hundred and no/100 Dollars J. Park Fees: N/A K. Water Main Extension Deposit: N/A L. Maps and/or Improvement Plans: BY DEVELOPER AGREEMENT This AGREEMENT made and entered into this 16th day of Tannary _ , 19 ilk , by and between the CITY OF C[JPERTINO, a municipal corporation of the State of California, hereinafter designated as CITY, and HARE, BREWER & KELLEY, INC. , 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 two commercial buildings , hereinafter referred to as "Project. " WHEREAS, CITY hereby approves the improvement plans and specifications prepared for the Project by Creegan & D 'Angelo; 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 5/ , Col SCHEDULE OF BONDS, FEES AND DEPOSITS IMPROVEMENT CATEGORY - PART A. Faithful Performance Bond: $54, 500.00 Fifty-Four Thousand Five Hundred and no/100 Dollars PART B. Labor and Material Bond: $54, 500 .00 Fifty-Four Thousand Five Hundred and no/100 Dollars PART C. Checking and Inspection Fee: $ 2, 725.00 Two Thousand Seven Hundred Twenty-Five and no/100 Dollars PART D. Indirect City Expenses: $ 409 .00 d Four Hundred Nine and no/100 Dollars PART E. Development Maintenance Deposit: $ 500 . 00 Five Hundred and no/100 Dollars d PART F. Storm Drainage Fee: $ 4, 003. 00 Four Thousand Three and no/100 Dollars PART G. One Year Power Cost: $ 72. 00 Seventy-Two and no/100 Dollars PART H. Street Trees : By DEVELOPER PART I . Map Checking Fee: $ 100 . 00 One Hundred and no/100 Dollars PART J. Park Fee: N/A PART K. Water Main Extension Deposit: N/A PART L. Maps and/or Improvement Plans: By DEVELOPER Page 2 • ' 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 An 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 accordancewith 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 , 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 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 cf 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 FireProtection 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 . 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 9 • t. 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 Appoved as to form 411114 / 1/ 1, fI 0 ./V 'Ay A' City Attorne City Clerk HARE , BREWER & KELLEY, INC. DEVELOPER it 41, R and Kelley / • By ' Wile ian K. K- 11:y Acknowledgements and Exhibits_ A and B Attached Page 10 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 J q!�jtday of OIL in the year of /VIP( , before me • �77� ' f/ / , personally appeared /62/5, CSC. 2c /t . /81-14- personally 81.1 personally known to me or proved to me on the basis of satisfacto,,rAy-�vidence) to be the person who executed the within instrument as president `car` cretary) 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. OFFICIAL SGAL + .•: NOTARY UB CR CHUFORN sANrq clARA COUNT., Nota .y Pub is in and for the County My Comm.Expires Nov o,,, ; of Santa Clara, State of California • 6/29/82 SAICH WAY I jBASIS OF BEARINGS nowc--n ,0 k NO THE OF N09'S5'i)'E ON THE MORDANT LINE OF STEVENS CREEK BOULEVARD AS SHOWNHOWN O ON THE RECORD OF SURVEY RECORDED IN BOOK 307 OF MAPS AT PAGE 29. r SANTA CLARA COUNTY RECORDS,WAS TANEN AS THE BASS OF BEARINGS FOR MS IUP. 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GRANITE MONUMENT MONUMENT LINE . • I ' Certificate of Insurance cxora 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 AND ADDRESS OF AGENCY COMPANIES AFFORDING COVERAGES HARE, BREWER&KELLEY, INC. 305 LY7TON AVENUE COMPANY AFireman's Fund Insurance Comp- PALO ALTO, CA 94301 - LETTER TEL: (415) 327-5700 COMPANY B LETTER NAME AND ADDRESS OF INSURED Hare, Brewer & Kelley, Inc. ` COMPALETTERS C 305 LyttonAvenue Palo Alto,California 94301 ErTEB Y D COMPANY LETTERroc the nl i nv period This Is to certify that policies of insurance listed below have been issued to the Insured named aboyBFiXaDEJ XXODEffs7CX9C otwithstanding any requirement,term orcondition ofany contract or other document with respect to which this certificate may be issued or may pertain,the insurance afforded by the policies describedherein is subject to all the terms.'exclusions and conditions of such policies. COMPANY POLICY Limits of Liability in Thousands(000) __ LETTER TYPE OF INSURANCE POLICY NUMBER X(}2ein U - _ EACH AGGREGATE pertVOCCURRENCE LSI GENERAL LIABILITY 2-89 A IE�a COMPREHENSIVE FORM MXP5350447 7/3/83. to BODILY INJURY S $ t[J PREMISES-OPERATIONS - 7�3�p4 PROPERTY DAMAGE $ $ TL"J7 EXPLOSION AND COLLAPSE HAZARD. ❑ UNDERGROUND HAZARD - 10 PRODUCTS/COMPLETED • OPERATIONS HAZARD . .BODILY INJURY AND CONTRACTUAL INSURANCE PROPERTY DAMAGE s1,000 $ 1,000 BROAD FORM PROPERTY COMBINED DAMAGE INDEPENDENT CONTRACTORS PERSONAL INJURY PERSONAL INJURY $ 1,000 AUTOMOBILE LIABILITY BODILY INJURY _ - (EACH PERSON) $' ❑COMPREHENSIVE FORM BODILY INJURY $ Ell OWNED (EACH ACCIDENT) ❑ HIRED PROPERTY DAMAGE $ BODILY INJURY AND ❑ NON-OWNED PROPERTY DAMAGE $ .COMBINED _ - EXCESS LIABILITY BODILY INJURY AND ❑ UMBRELLA FORM PROPERTY DAMAGE $ ❑ OTHER THAN UMBRELLA • COMBINED _ FORM WORKERS'COMPENSATION STATUTORY and . EMPLOYERS'LIABILITY $ (EACH ACCIDENT) - OTHER _ - DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES Construction of two commercial buildings, at DeAnza and Stevens Creek Blvds . , Cupertinb9 , California 95014 Cancellation: Should any of the above described policies be cancelled before the expiration date thereof, the issuing com- pany will endeavor to mail —SUdays written notice to the below named certificate holder, but failure to mail such notice shall impose no obligation or liability of any kind upon the company. NAME AND ADDRESS OF CERTIFICATE HOLDER:and Additional Insured - City of Cupertino, Individually and DATER f 1/9/8)1 III Collectively and the Officers, Agents and ill? Employees of the City, Individually and � i Collectively AUT OWED REPRE-ENTATIVE lot,le, t, TbR'-1r A e.. Cupertino, California 95014 ACORD 25(199)' Bond No. SCR 6382069 ' A_1 =GEL PREMIUM $981.00 FAITHFUL PERFORMANCE AND COMPLETION IMPROVEMENT 30ND (Subdivision Improvements) KNOW ALL MEN 3Y THESE PRESENTS: THAT WE; Hare, Brewer & Kelley, Inc. as Principal and Fireman's Fund Insurance Company as Surety are held and firmly bound unto the City of Cupertino, State of California, in the sum of Fifty-Four Thousand Five Hundred and no/100 ' Dollars ($ 54,500.00 ) lawful money of the United States , for the payment of which will and truly to be made, we bind ourselves , our 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 two commercial buildings located the northwest corner of De Anza Boulevard and Stevens Creek in accordance with the approved Improvement Plans prepared by Creegan and D ' Angelo Civil Engineer on file in the Engineer's Office, City of Cupertino. WHEREAS., 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 10th day of January , 19 84 . froyle signed by Hare, Brewer & K-. 1-y, Inc. / '-- '"cipal and Surety -*aii acknowledgment) by: ValliPri Fireman's Fund Insurance Company . Surety . C By: -/tel- - .-- I /tea Attorney-in-:act Fran Pitagara The above bond is accepted and approved this day of 155 1 :f t"c)RPORATE ACKNOWLEDGMENT 4ilitti . . ,._ } TATE OF CALIFORNIA County of__SANTA .... 'ss. '/ On this j� day-of__ .____._...__._.. in the year /f leg- __._.,,before me,a Notary Public in and for said SANTA �� C_____. __L% _______._._.Q__County,State of California,residing therein,duly commissioned and sworn,personally appeared ...:L-Lr/TN P/-r-f-.Cat-... - ---. personally known to me,El proved to me on the basis of satisfactory evidence to be the person who executed the within instrument as... PIU Es/ __/etJ__,_ fJG f'._,._____ __on behalf of the __ ____ FIREMAN'S FUND INSURANCE_COMPANY .._. _._.__._ —.—._.— __.__._..._..___._.___.._, the corporation which executed the foregoing instrument. IN.WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and ear stated i�thiiss ice ificate above. Pi--[[[:![et¢13L¢!!3[o FI F t Crl¢A L[r SMEA L[ [s te- -d • ,- DIANN MCMANUS —'� — Notary Public — CALIFORNIA 1 NOTARY PUBLIC ,'. 'Q� COUNTY Of SANTA CLARA My commission expires - ----- e "' Comm. Exp. Feb.:117.1% 0, 1957 p tyix¢¢[[[¢ar¢[e:e:¢p[6[:ii[5tJ[9[¢[t[[felll�[7[sbt[[Q[!J 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 /d day ofif i' in the year of Mill ll , before me i :��=— - � '._ , / personally appeared �/ A ta personally known to me (or pro ed 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. 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. 411 / 1k44, Notary ublic in and for the County +_ \"``- F"""°" of Santa Clara, State of California OFFICIAL SEAL < B. BIRCH 4 (:4,41,-24,, NOTARY PUBLIC-CALIFORNIA 6/29/82 , E\ ,. SANTA CLARA COUNTY +6`o,+ My Comm.Expires Nov.6,1987 i GENERAL PO1rER OF ATIYERNEY - FIREMAN'S FUND INSURANCE COMPANY -.KNOW ALL MEN BY THESE PRESENTS:That FIREMAN'S FUND INSURANCE COMPANY,a Corporation duly organized and existing under the laws of the State of California,and having its principal office in the City and County of San Francisco.in said State.has made,constituted and appointed. and does by these presents make. constitute and appoint FRAN PITAGARA its true and lawful Attorney(s)-in-Fact•with full power and authority hereby conferred in its name,place and stead,to execute,seal,acknowledge and deliver any and all bonds, undertakings. recognizances or other written obligations in the nature thereof and to bind the Corporation thereby as fully and to the same extent as if such bonds were signed by the President. sealed with the corporate seal of the Corporation and duly attested by its Secretary.hereby ratifying and confirming all that the said Attorney(s)-in-Fact may do in the premises. This power of attorney is granted pursuant to Article VIII.Section 30 and 31 of By-laws of FIREMAN'S FUND INSURANCE COMPANY now in full force and effect. "Article VIII,Appointment and Authority Assistant secretaries,and Attorney-in-Fact and Agents to accept Legal Process and Make Appearances. Section 30, Appointment. The Chairman of the Board of Directors, the President, any Vice-President or any other person authorized by the Board of Directors, the Chairman of the Board of Directors, the President or any Vice-Presidenr, may, from time to time, appoint Resident Assistant Secretaries and Attorneys-in-Fact to represent and act for and on behalf of the Corporation and Agents to accept legal process and make appearances for and on behalf of the Corporation. Section 31, Authority. The Authority of such Resident Assistant Secretaries, Attorneys-in-Fact. and Agents shall be as prescribed in the instrument evidencing their appointment, and any such appointment and all authority granted thereby may be reviked at any time by the Board of Directors or by any person empowered to make such appointment." This power of attorney is signed and sealed under and by the authority of the following Resolution adopted by the Board of Directors of FIREMAN'S FUND INSURANCE COMPANY at a meeting duly called and held on the 15th day of July. 1966. and said Resolution has not been amended or repealed: "RESOLVED, that the signature of any Vice•President. Assistant Secretary.and Resident Assistant Secretary of this Corporation.and the seal of this Corporation may be affixed or printed on any power of attorney,on an) revocation of any power of attorney, or on any certificate relating thereto, by facsimile,and any power of attorney,any.revocation of any power of attorney. or certificate bearing such facsimile signature or facsimile seal shall he - valid and binding upon the Corporation. IN WITNESS WHEREOF. FIREMAN'S FUND INSURANCE COMPANY has caused these presents to he signed by its Vice-President. and its corporate seal to be hereunto affixed this 8th day of June 19 81 FIREMAN'S FUND INSURANCE COMPANY Vice-Presidem STATE OF CALIFORNIA. ss. CITY AND COUNTY OF SAN FRANCISCO On this 8th day of June , 19 81 , before me personally came Ri chard Willi ams to me known, who, being by me duly sworn, did depose and say: that he is Vice-President of FIREMAN'S FUND INSURANCE COMPANY, the Cor- poration described in and which executed the above instrument; that he knows the seal of said Corporation; that the seal affixed to the said instrument is such corporate seal;that it was so affixed by order of the Board of Directors of said Corporation and that he signed his name thereto by like order. IN WITNESS WHEREOF,I have hereunto set my hand and affixed my official seal.the day and year herein first abose written. uueuueutw.nnnenFICIALL CI SEALnuuw OFFICIAL O O� SEAL . SUSIE K. GILBERT -` p cat rt NOTARY PIJBLK-CALIFORNIA = N„tar,Public L COUNTY OF SAN FRANCISCO My Commission Expires Nov. 17, 1984 CERTIFICATE ii suuuauueeoecxasaX=neareaasrsasnr r STATE OF CALIFORNIA. ss. CITY AND COUNTY OF SAN FRANCISCO 1 I. the undersigned, Resident Assistant Secretary of FIREMAN'S FUND INSURANCE COMPANY, a CALIFORNIA Corporation, DO HEREBY CERTIFY that the foregoing and attached POWER OF ATTORNEY remains in full force and has not been revoked: and furthermore that Article VIII. Sections 30 and 31 of the By-laws of the Corporation, and the Resolution of the Board of Directors, set forth in the Power of Attorney. are now in force. TA Signed and sealed at the Cityand County of San Francisco. Dated the /0 da of . 19 5,4 . < 0 .4ffee g 4,s cc's Resident Assistant Seeretars 380711-FE—S-81 Bond No. SCR 6382069 The padam for W,bond Y Included hi Ih• premium for tie bond guaranteeing perfo:mnm,t c tho contract coveted tberealou LABOR AND MATERIAL BOND (Subdivision Improvements) KNOW ALL MEN BY THESE PRESENT: WHEREAS, the City of Cupertino, State of California, and Hare. Brewer & Kelley. Tnc. 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 sane to the extent hereinafter set forth; NOW, THEREFORE, we, the Principal, and Fireman's Fund 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 Fifty-Four Thousand Five Hundred and no/100 Dollars ($ 54,500.00 ) . 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 , provenderor 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 , -` STATE OF CALIFORNIA SANT_ SS. County of____..—_A CJ..A1.�A___ - On this_ _ �a..;—..L.__.__._day of__�Wit... .... -._.__ ,in the year._/_.yy�._....__.___.__...._,before me,a Notary Public in and for said SANTA CI_ARA __ / County,State of California,residing therein,duly commissioned and sworn,personally appeared +QA) Prriet-. _ _ __ Z personally known to me,❑proved to me on the basis of satisfactory evidence to be theperson whoexecutedthe within instrument as.. _fin/ T_ —__on behalf of the FIREMAN'S FUND INSURANCE COMPANY _._.__. the corporation which executed theforegoing instrument. u ' IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year tificate above. interneeett nBeleonnissuni[ntecestnnennuoV2 et? OFFICIAL SEAL Notary Public ADIANN McMANUS 'VAcgs NOTARY PUBLIC - CALIFORNIA My commission expires lliNIF COUNTY OF. SANTA CLARA' Comm. Exp. Feb. 20, 1987 LStinti 5 1St '"In ' Labor and Nateri']. Lund Page 2 And the said Surety, for value received, hereby stipulates , and agrees that no 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 same 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 10th day of January . 19 84 • Hare, Brewer & Kel .ey, nc. (To be signed by G 1 Principal and Surety by: i«•+ 6 and acknowledgment_ Franc p 1 and notarial seal attached.) Fireman's Fund Insurance Company Surety Hy: 41--4-/—' Attorney-in-Fact ( Fran Pitagara The above bond is accepted and approved this day of , 19 P G 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) l On this day of __ /d " day of. • �/ / in the year of m ery , before me 4 C personally appeared if; GGGG /�I/l 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. 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. •' OFFICIAL SEAL 450A„ 1, B.BIRCH sr NCTARYRUBIIC-CALIFORNIA � ' SANTA CLARACOUNIV My Comm.Expires Nov.E,1987 Nota Public in and for the County of Santa Clara, State of California 6/29/82 GENERALg 'i<AATTTOrtNEY FIREMAN'S FUND INSURANCE COMPANY KNOW ALL MEN BY THESE PRESENTS:That FIREMAN'S FUND INSURANCE COMPANY,a Corporation duly organized and existing under the laws of the State of California,and having its principal office in the City and County of San Francisco.in said State.has made,constituted and appointed. and does by these presents make,constitute and appoint FRAN PITAGARA its true and lawful Attorney(s)-in-Fact. with full power and authority hereby conferred in its name,place and stead,to execute,seal,acknowledge and deliver any and all bonds, undertakings,recognizances or other written obligations in the nature thereof , and to bind the Corporation thereby as fully and to the same extent as if such bonds were signed by the President. sealed with the corporate seal of the Corporation and duly attested by its Secretary. hereby ratifying and confirming all that the said Attorney(s)-in-Fact may do in the premises. This power of attorney is granted pursuant to Article VIII.Section 30 and 31 of By-laws of FIREMAN'S FUND INSURANCE COMPANY now in full force and effect. . "Article VIII,Appointment and Authority Assistant secretaries,and Aitornep-in-Fact and Agents to accept Legal Process and Make Appearances. Section 30, Appointment. The Chairman of the Board of Directors, the President, any Vire-President or any other person authorized by the Board of Directors, the Chairman of the Board of Directors, the President or any Vice-President, may, from time to lime, appoint Resident Assistant Secretaries and Attorneys-in-Fact to represent and act for and on behalf of the Corporation and Agents to accept legal process and make appearances for and on behalf of the Corporation. Section 31, Authority. The Authority of such Resident Assistant Secretaries, Attorneys-in-Fact, and Agents shall be as prescribed in the instrument evidencing their appointment, and any such appointment and all authority granted thereby may be reviked at any time by the Board of Directors or by any person empowered to make such appointment." This power of attorney is signed and sealed under and by the authority of the following Resolution adopted by the Board of Directo:s of FIREMAN'S FUND INSURANCE COMPANY at a meeting duly called and held on the 15th day of July. 1966. and said Resolution has no peen amended or repealed: "RESOLVED,that the signature of any Vice-President.Assistant Secretary.and Resident Assistant Secretary of this Corporation. and the seal of this Corporation may be affixed or printed on any power of attorney. on any revocation of any power of attorney. or on any certificate relating thereto. by facsimile,and any power of attorney,any.revocation of any power of attorney, or certificate bearing such facsimile signature or facsimile seal shall he valid and binding upon the Corporation." IN WITNESS WHEREOF. FIREMAN'S FUND INSURANCE COMPANY has caused these presents to he signed by its Vice-President. and its corporate seal to be hereunto affixed this 8th day of June 19 81 !;: - FIREMAN'S FUND INSURANCE COMPANY ;y"Cfc" B\' \lei-PICsiaffll STATE OF CALIFORNIA, ss. CITY AND COUNTY OF SAN FRANCISCO - On this 8thday of June , 19 81 , before me personally came Richard Williams • to me known, who,being by me duly sworn, did depose and say: that he is Vice-President of FIREMAN'S FUND INSURANCE COMPANY, the Cor- poration described in and which executed the above instrument; that he knows the seal of said Corporation; that the seal affixed to the said instrument is such corporate seal;that it was so affixed by order of the Board of Directors of said Corporation and that he signed his name thereto by like order. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal,the day and year herein first above written. A111111It1t111Y 1111111111tGAa e OFFICIAL SEAL SUSIE K. GILBERT • IL: ��� = �'� r NOTARY PUBLIC- CALIFORNIA Nolan Public s CITY A COUNTY Of SAN RtANCISCO My Commission Expires Nov. 17, 1984 g CERTIFICATE f r1111YIe111a11r1raaatagi]3gaat L r401Pr—atL anD3Si11 STATE OF CALIFORNIA. ss. CITY AND COUNTY OF SAN FRANCISCO I' I, the undersigned, Resident Assistant Secretary of FIREMAN'S FUND INSURANCE COMPANY, a CALIFORNIA Corporation, DO HEREBY CERTIFY that the foregoing and attached POWER OF ATTORNEY remains in full force and has not been revoked: and furthermore that Article VIII, Sections 30 and 31 of the By-laws of the Corporation, and the Resolution of the Board of Directors, set forth in the Poyser of Attorney, are now in force. C� Signed and sealed at the City-and County of San Francisco.Dated the �� da) of X+'-r--.—ce.. 4-a) . 19 -`�� o .Resident Assistant Secretan 360711-FF-5-81 W. Patrick Kelley I`I Attorney I Suite 402 1 , E C j G y E 525 University Avenue Telephone: Palo Alto, California 94301 I (415) 3274366 JAN 24. 1984 / r I ADAMS, BALL, WENZEL & KILIAN I i ii" Apeffpfil ATTORNEYS AT LAW January 16, 1984 Client/Matter HA 0003/8334 Charles T. Kilian Attorney at Law Community Bank Building 111 West St. John Street San Jose, California 95113 Dear Mr. Kilian: I have drafted a combination Easement and Covenant Agreement between Hare, Brewer & Kelley, Inc. and the City of Cupertino that incorporates the major points of last Friday's meeting. Enclosed is a copy and the original. Upon your approval and the return of the original, I will sub- mit the original to the County Clerk for filing to insure that future trans- ferees are given notice of its existence. Sincere'Th g aircuel ic,e12.202, , W. Patrick Kelley WPK:Iaj. Enclosure cc: Doug Shaw (w/encl.) Hare, Brewer & Kelley,. Inc. 305 Lytton Avenue Palo Alto, California 94301 P.S. I have also mailed a copy to Mr. Moore at the Central Fire Protection District for his approval. AFTER RECORDING MAIL TO: W. Patrick Kelley 525 University Avenue , Suite 702 Palo Alto, California 94301 EASEMENT & COVENANT WHEREAS, HARE, BREWER & KELLEY, INC. is the lessee under a 99 (ninety-nine) year ground lease of the property described with Particularity in Exhibit A attached hereto - said ground lease's term to expire on July 31 , 2082 (Two Thousand Eighty Two , A.D. ) . WHEREAS , HARE, BREWER & KELLEY, INC. is also the lessee under a 99 (ninety-nine) year ground lease of the property described with particularity in Exhibit B attached hereto - said ground lease to expire on March 31 , 2081 (Two Thousand Eighty One , A.D. ) . WHEREAS, the CITY OF CUPERTINO has expressed a concern that the existence of open access between the garage underlying the property described in Exhibit A and the garage underlying the property described in Exhibit B may pose certain , unique fire problems . NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth , it is agreed as follows : 1.) HARE , BREWER & KELLEY, INC. , as lessee of the property described in Exhibit A, grants to HARE, BREWER & KELLEY, INC. , as lessee of the property described in Exhibit B, a non-exclusive easement on , over , and across all garages and access roads to garages underlying the property described in Exhibit A. This easement is for the limited purposes of parking and vehicular and pedestrian access. The easement shall be a private right of way and right to park for the benefit of and appurtenant to the property described in Exhibit B and the lessees thereof , their heirs „ administrators , executors , successors , and their customers , guests , invitees , contractors , and employees to be used in connection with business being conducted on the property described in Exhibit B. This easement shall not be deemed a gift or dedication to the general public or for the general public or for any public purpose whatsoever. 2. ) HARE, BREWER & KELLEY, INC. , as lessee of the property described in Exhibit B grants to HARE, BREWER & KELLEY, INC. , as lessee of the property described in Exhibit A, a non-exclusive easement on , over , and across all garages and access roads to garages underlying the property described in Exhibit B. This easement is for the limited purposes of parking and vehicular and pedestrian access. The easement shall be a private right of way and right to park for the benefit of and appurtenant to the property described in Exhibit A and the lessees thereof , their heirs , administrators , executors , successors , and their customers , guests , invitees , contractors , and employees to be used in connection with business being conducted on the property described in Exhibit A. This easement shall not be deemed a gift or dedication to the general public or for the general public or for any public purpose whatsoever . 3.) Each of the easements granted herein are subject to all other easements , liens , encumbrances , and deeds heretofor recorded against the property described in Exhibit A and the property described in Exhibit B respectively. Furthermore, each of the easements granted herein are, and shall be superior to all subsequent subleases , assignments , and encumbrances in any way affecting the ground leases . COVENANTS 4. ) HARE, BREWER & KELLEY, INC. covenants for itself , as lessee of the properties described in Exhibit A and Exhibit B, and for its successors in interest , to the following : A) The CITY OF CUPERTINO shall be allowed to conduct regular inspections , for the purpose of insuring fire safety, during regular business hours and upon reasonable notice, of the garages underlying the properties described in Exhibit A and Exhibit B. B) The CITY OF CUPERTINO shall be allowed to enforce all applicable Fire Safety Standards relating to the garage underlying the properties described in Exhibit A and Exhibit B. C) Upon sale , transfer , or assignment of the leasehold interest in the property described in Exhibit A to a third party not affiliated with HARE, BREWER & KELLEY, INC. or a HARE, BREWER & KELLEY, INC. syndication , the CITY OF CUPERTINO reserves the right to review the proposed use to insure compliance with applicable Fire Safety Standards . D) Upon sale , transfer , or assignment of the leasehold interest in the property described in Exhibit B to a third party not affiliated with HARE, BREWER & KELLEY, INC. or a HARE, BREWER & KELLEY, INC. syndication, the CITY OF CUPERTINO reserves the right to review the proposed use to insure compliance with applicable Fire Safety Standards . E) The garage underlying the property described in Exhibit A and the property described in Exhibit B shall not be used for public assembly purposes without the prior written approval of the CITY OF CUPERTINO. EXECUTED this 16th day of January_ , 1984. HARE, BREWER & KELLEY, INC. LESSEE OF EXHIBIT "A" UNTIL JULY 31 , 2082 LESSEE OF EXHIBIT "B" UNTIL MARCH 31 , 2081 is Ryland elley, Presid t William K. elle , S cretar CITY OF CUPERTINO BY: • . KYR' I A PAGE LEGAL DESCRIPTION OF THE PROPERTY SUBJECT TO THE GROUND LEASE PLAZA ONE Real property situated in the City of Cupertino, County of Santa Clara, State of California, described as follows: PARCEL ONE: All of Parcel Four as shown upon that certain map entitled, "Record of Survey, being a portion of NW 1/4 of Section 13, T7SR2W M.D.B. & M." , which said map was filed for record in the office of the recorder, County of Santa Clara, State of California, on August 24, 1972, in Book 307 of Maps, page 29. PARCEL TWO: All of Parcel Five as shown upon that certain map entitled, "Record of Survey, being a portion of NW 1/4 of Section 13, T7SR2W M.D.B. & M.", which said map was filed for record in the Office of the Recorder, County of Santa Clara, State of California, on August 24, 1972 , in Book 307 of Maps, page 29 . Excepting therefrom, the Easterly 20 feet of said Parcel Two, as conveyed to the City of Cupertino by Deed recorded February 14 , 1974 in Book 0748 , page 729, Santa Clara County Records. PARCEL THREE: All of Parcel Six as shown upon that certain map entitled, "Record of Survey, being a portion of Northwest 1/4 of Section 13, Township 7 South, Range 2 West Mount Diablo Base and Meridian, which said map was filed for record in the Office of the Recorder, County of Santa Clara, State of California, on August 24, 1972 , in Book 307 of Maps , page 29 . Excepting therefrom the Easterly 20 feet of said Parcel Three, as conveyed to the City of Cupertino, by Deed recorded February 14, 1974 in Book 0748 , page 729 , Santa Clara County Records. EXHIS• • IT B PAGE LEGAL DESCRIPTION OF THE PROPERTY SUBJECT TO THE GROUND LEASE Plaza Two Real property situated in the City of Cupertino, County of Santa Clara, State of California, described as follows: PARCEL ONE: ALL OF PARCEL 7 , as shown upon that certain record of survey, being a portion of the Northwest Quarter of Section 13, Township 7 S R 2 W, M.U.B. & M. , lying within the City of Cupertino, recorded August 24, 1972 in Book 307 of Maps, at page 29 , Santa Clara County Records. EXCEPTING THEREFROM the interest conveyed to the City of Cupertino for public roadway purposes, together with other rights, by Deed recorded January 22, 1973 in Book 0204 , page 468 of Official Records, over so much thereof described as follows: BEGINNING at the most north easterly corner of Parcel No. 7 , as said parcel is shown on the Record of Survey, recorded in Book 307 of Maps at page 29 , Santa Clara County Records; thence along the easterly line of said parcel, said line being the westerly line of Saratoga—Sunnyvale Road, as shown on said map, S. 0° 06 ' 48" E. , 102 .00 feet; thence leaving said westerly line along the southerly line of said parcel, S. 89° 53 ' 12" W. , 20.00 feet; thence leaving said southerly line along a line that is parallel with and 20.00 feet westerly, measured at right angles from said westerly line of Saratoga—Sunnyvale Road, N. 0° 06' 48" W. , 102.00 feet to a point in the northerly line of said parcel; thence said northerly line, N. 890 53' 12" E. , 20.00 feet to the Point of Beginning. • • KALI"A " A. ✓ PARCEL TWO: PAGE TWO ALL OF PARCEL 8, as shown upon that certain record of survey, being a portion of the Northwest Quarter of Section 13, Township 7 S R 2 W, M.D.B. & M. , lying within the City of Cupertino, recorded August 24, 1972 in Book 307 of Maps at page 29 , Santa Clara County Records. . • EXCEPTING THEREFROM the interest conveyed to the City of Cupertino for public roadway purposes, together with other rights , by Deed recorded July 12, 1974 in Book 0987 , page 463 of Official Records, over so much thereof described as follows: BEGINNING at the most northeasterly corner of Parcel No. 8, as said parcel is shown on the Record of Survey, recorded in Book 307 of Maps at page 29 , Santa Clara County Records; thence along the easterly line of said parcel, said line being the westerly line of Saratoga—Sunnyvale Road as shown on said map, S. 0° 06' 48" E. , 60.10 feet; thence leaving said westerly line along the southerly line of said parcel, S. 89° 53 ' 12" w. , 20.00 feet; thence leaving said southerly line along a line that is parallel with and 20.00 feet westerly, measured at right angles, from said westerly line of • Saratoga—Sunnyvale Road, N. 0° 06 ' 48" W. , 60. 10 feet to a point in the northerly line of said parcel; thence along said northerly line N. 89° 53 ' 12" E. , 20.00 feet to the Point of Beginning. PARCEL THREE: ALL OF PARCEL 9 , as shown upon that certain record of survey, being a portion of the Northwest Quarter of Section 13, Township 7 S R 2 W, M.D.B. 6 M. , lying within the City of Cupertino, recorded August 24, 1972 in Book 307 of Maps, at page 29 , Santa Clara County Records. k '-r L,2's m x",9n attl ' ,"i'CSiidfk.US.A.AT�eLr�a _�i FF ' IWf,'e�KGx«'S. 7±' fi'"-s.�, '.....sr..✓1 bA��. �1Et�12�'ihrtL._ �_'��.._ __.___ _...,.-�T?tkJ un.t 7N'4Wusrla1'__ '.. • EX ItIT 8 PAGE. THREE EXCEPTING THEREFROM the interest conveyed to the City of Cupertino for public roadway purposes, together with other rights, by Deed recorded January 22, 1973 in Book 0204 , page 477 of Official Records, over so much thereof described as follows: BEGINNING at the most north easterly corner of Parcel No. 9 , as said .parcel is shown on the Record of Survey, recorded in Book 307 of Maps at page 29 , Santa Clara County Records; thence along the easterly line of said parcel, said line being the westerly line of Saratoga—Sunnyvale Road as shown on said Map, S. 0° 06' 48" E. , 64.90 feet; thence leaving said westerly line along the southerly line of said parcel, S. 89° 53 ' 12" W. , 20.00 feet; thence leaving said southerly line along a line that is parallel with and 20.00 feet westerly, measured at right angles from said westerly line of Saratoga—Sunnyvale Road, N. 0° 06' 48" W. , 64.91 feet to a point in the northerly line of said parcel; thence along said northerly line N. 89° 55' 27" E. , 20.00 feet to the Point of Beginning. CERTIFICATE OF ACKNOWLEDGEMENT State of California ) ) ss . County of Santa Clara ) On this 16th day of January , 19. _, before me, L'inda,A. Johansen , Notary Public in and for the State of California , personally appeared Ryland Kelley , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed this instrument as President of Hare, Brewer & Kelley, Inc. and acknowledged that the corporation executed it . WITNESS my hand and official seal . g'" OFFICIAL SEAL ' p NOTARY PUBLIC-CALII-ORNIA t Comm. CLARA Aug. 5, 1n Cr A. Johans `otary Public in and ^, My Comm. Expires ub. 15, 1986 i for the State of ifornia. 4......_. ..— _ __ --- --- My ,commission z pares August 15, 1986. CERT IFI CATE OF ACKNOWLEDGEMENT State of California ) ) ss . County of Santa Clara ) On this 16th day of January , 19 84 , before me, Linda A.Johansen , a Notary Public in and for the State of California , personally appeared William K. Kelley , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed this instrument as Secretarx of Hare, Brewer & Kelley, Inc. , and acknowledged to me that the corporation executed it . WITNESS my hand and official seal . 1 OFFICIAL SIAL ' S LINDA A. JOH aNSEN t a �iQ4=' —— + NOTARYPUf?L1C•CALIFORNIA ' L . Johaary Public in and SANTACLARACOUNTY R for the State of C ornia. My comm. Expires Aug. 1.5, 1906 r + My commission expires August 15, 1986.