HomeMy WebLinkAbout2003-11-17 City Council (12)City of Palo Alto
City Manager’s Report
8
TO:HONORABLE CITY COUNCIL
FROM:CITY MANAGER DEPARTMENT: PLANNING AND
COMMUNITY ENVIRONMENT
DATE:
SUBJECT:
NOVEMBER 17, 2003 CMR: 513:03
APPROVAL OF AN ASSIGNMENT AND ASSUMPTION
AGREEMENT TRANSFERRING STANFORD SHOPPING CENTER
PERFORMANCE RESPONSIBILITIES FROM STANFORD TO
SPG CENTER, LLC UNDER THE 1997 DEVELOPMENT
AGREEMENT AND THE ANNUAL PUBLIC REVIEW OF
COMPLIANCE OF DEVELOPMENT AGREEMENT WITH
STANFORD UNIVERSITY FOR THE SAND HILL ROAD
PROJECTS
REPORT IN BRIEF
The 1997 Sand Hill Corridor development agreement requires Stanford University to
provide an annual report to the City Council. A memorandum from Stanford
Management Company regarding 2001-02 activities is attached. This staff report reviews
the report and identifies additional activities that have occurred since the report was
prepared on May 30, 2003. These additional activities include approval from the City of
Menlo Park and the County of San Mateo of the final phase of the Sand Hill Road
expansion and bridge widening; County of Santa Clara approval of Stanford Golf Course
modifications to accommodate widening of Sand Hill Road; and start of construction for
the Classic Residence by Hyatt. It is recommended that the City Council find Stanford
University has complied in good faith with the terms and conditions of the development
agreement.
In addition, Stanford University and Simon Property Group request that the City consent
to an Assignment and Assumption Agreement assigning Stanford’s obligations under the
1997 development agreement and the Sand Hill Corridor Maintenance Agreement to the
Simon Property Group. The Assignment Agreement effectively "severs" the Shopping
Center-related obligations from the other obligations under the Stanford Agreements so
that Simon’s rights will not be impaired in the event of default by Stanford that does not
relate to the Shopping Center. It is recommended the City Council consent to the
Assignment and Assumption Agreement.
CMR:513:03 Page 1 of 5
RECOMMENDATION
Staff recommends that the City, Council:
1. Find that Stanford University has complied in good faith with the terms and
conditions of the development agreement.
2.Direct staff to issue a Certificate of Compliance to the University, according to the
provision of Section 10(a) of the Agreement, stating that:
a. The Agreement remains in effect, and
b. Stanford University is not in default.
o Consent to the Assignment and Assumption Agreement between Stanford
University and the Simon Property Group regarding the 1997 Stanford
development agreement and the Sand Hill Corridor Maintenance Ageement.
BACKGROUND
In June 1997, the City Council approved Comprehensive Plan amendments, zoning
changes and design applications for the Sand Hill Corridor Projects (Projects). The
Projects include the Stanford West Apartments (Apartments), Senior Housing, Shopping
Center modifications and a set of roadway modifications, including the widening of Sand
Hill Road to four lanes from Santa Cruz Avenue to Arboretum Road and a two-lane
extension from Arboretum Road to E1 Camino Real. A development agreement vesting
these approvals was entered into between Stanford and the Ci~ and was effective on
August 14, 1997. The development agreement requires annual City Council review of
Stanford’s compliance.
DISCUSSION
The attached May 30, 2003 memo from Diane Healey, staff member of the Stanford
Management Company, describes Stanford’s 2001-02 activities related to implementation
of the development agreement. These activities included obtainment of the final
Certificate of Occupancy for Stanford West Apartments and Final Architectural Review
Board (ARB) approval for Classi( Residence by Hyatt. Other activities included the
completion of Building V and Building W; opening of Pottery Barn, Talbot’s, Furta,
Coldwater Creek, P.F Changs, World Savings, and Abercrombie & Fitch; and the
opening of the Quarry. Road and E1 Camino Real intersection.
Also completed but not included in the memo was the March 6, 2003 ARB review and
approval of two additional conditions added by the ARB during the April 4, 2002 hearing
involving exterior materials and colors for Classic Residence by Hyatt.
Since the May 20, 2003 memo, the following activities have occurred:
The City of Menlo Park and the Coun~ of San Mateo approved the final phase of the
Sand Hill Road expansion and bridge widening. These approvals were received Nov
12, 2002 and January 1, 2003, respectively.
CMR:513:03 Page 2 of 5
Approval has been obtained from the County of Santa Clara for modifications to the
Stanford Golf Course to accommodate the widening of Sand Hill Road.
¯Ground breaking ceremony for Classic Residence by Hyatt occurred on September
30, 2003. Construction is anticipated to last for 24 months.
¯Transfer of Stanford Shopping Center to SPG Center, LLC.
Earlier this year, SPG Center, LLC, an affiliate of Simon Property Group, a publicly
traded real estate investment trust ("Simon"), acquired Stanford Shopping Center
from Stanford University, subject to a long-term ground lease. Stanford wishes to
assign to Simon, and Simon wishes to assume, Stanford’s obligations under
Stanford’s 1997 development agreement with the City and the Sand Hill Corridor
Maintenance Agreement that relate to the Shopping Center. Under Section 18(f)(1) of
the development agreement, no right or interest under the development agreement can
be transferred or assigned without the prior written consent of the City Council;
consent may not be unreasonably withheld.
The development agreement and the maintenance agreement (collectively, the
Stanford Agreements) contain provisions that apply to the Shopping Center, the Hyatt
senior housing project (the Senior Housing), and other property owned by Stanford.
Under the attached Assignment and Assumption Agreement (Assignment), only the
Shopping Center-related obligations under the Stanford Agreements (referred to in the
Assignment as the "Shopping Center Project Rights and Obligations" and the
"Maintenance Rights and Obligations") are assigned to and assumed by Simon.
Stanford is not released from any of its obligations and remains liable to the City for
all of its obligations and liabilities under the Stanford Agreements. In the event of a
breach of any of the Center-related obligations assumed by Simon, the City may
exercise its rights and remedies against Stanford or against Simon.
The Assignment contains provisions that effectively "sever" the Center-related
obligations from the other obligations under the Stanford Agreements, so that Simon’s
rights will not be impaired in the event of a default by Stanford that does not relate to
the Shopping Center. In particular, a Stanford breach (other than one arising out of a
breach by Simon of Center-related obligations) will not constitute a default by Simon
under the development agreement or the management agreement, and, in the event of
such a Stanford breach, the City will not exercise its rights or remedies in a manner
that would adversely affect Simon or the development, use, operation, or occupancy
of the Shopping Center. (The Assignment and Assumption Agreement between
Stanford and the developer of the Senior Housing approved by the City in 2000
similarly "severed" the development agreement obligations related to the Senior
Housing from Stanford’s other obligations.) The Department of Planning and
Community Environment has reviewed the applicable provisions of the Assignment to
CMR:513:03 Page 3 of 5
confirm both that the Center-related obligations are functionally "severable" (i.e., can,
as a practical matter, be separated from Stanford’s other obligations) and that the
obligations being assumed by Simon include all of the obligations under the Stanford
Agreements that relate to the Shopping Center.
By consenting to the Assignment, the City is consenting to "severing" the Center-
related obligations from the other obligations under the Stanford Agreements in the
manner described above. The City is also agreeing that Simon and its lenders will
have the right to receive Certificates of Compliance as provided for in the
development agreement, and that City will send to Simon’s lenders copies of any
notices of default that are sent to Stanford, and copies of any notices of intent to
modify or terminate the development agreement that affect the Shopping Center site.
The City made similar agreements in connection with its approval of the Assignment
and Assumption Agreement for the Senior Housing.
RESOURCE IMPACT
None.
POLICY IMPLICATIONS
This report does not represent any changes to existing City policies.
ENVIRONMENTAL REVIEW
Issuance of the Certificate of Compliance and consent to an Assignment and Assumption
Agreement are not projects under the California Environmental Quality Act, and no
environmental assessment is required.
ATTACHMENTS
1. May 30, 2003 memo from Diane Healey
2. Assignment and Assumption Agreement (Council Only)
PREPARED BY:
ICP
Planner
DEPARTMENT HEAD REVIEW:
Director of~Planning and Community Environment
CMR:5 !3:03 Page 4 of 5
CITY MANAGER APPROVAL:
HARRISON
Assistant City Manager
cc:Stanford Management Company (Jim Inglis, Diane Healey)
Stanford University (Larry Horton)
City of Menlo Park (David Boesch)
County of Santa Clara (Ann Draper)
County of San Mateo (Gaye Quinn)
David Newman
Charles Carter
Bill Phillips
Jean Snider
CMR:513:03 Page 5 of 5
Attachment
May 30,
Lis~ Grote
Chief Planning Official
Oi~ of Palo Alto
Dep~rtmsnt of Planning and Communi .ty Environment
250 Hamilton Avenue
P.O. Bo~ 10350
Palo Alto, CA 94~03
Sand Hill Road Projects Annual Report
August 2001. July-2002
De~,r. Lis~.,
Pursuant to the Development Agreement, this report, is being provided for the
period from August 1:200"1 to July 31, 2002, Development Agreement
compliance continues to be stdu-,tiy adhered to by Stanford.
The following highlights the significant activity for the above reporting period:
,Stanford West Aoartments
¯ Januab, 2g, 2002: Stanford West Apartments regeives finat Certificate of
O¢",.upanoy.
March 4, 2002: KnowledgeBeginnings child care center opens for
_business,
, June 6, 2002: Stanford West Apartment retail ~enter opens for business.
£_e_ni0r Housin,q
. April 4, 2002: Classic Residence by Hyatt receives final Architectural
Review Board approva! for 388 independent living units and e Health Care
Center housing 38 Assisted Living units, 24 memory impairec! units and a
44 skil~ec~ nursing unit~.
¯Classic Residence by Hyatt i~ expe~ed to oommen~ oon~ruotion of the
Senior Housing by mid 2008 and be oomptetec; in 2005,
Stanfor~ Shoppin~ Center
¯O=ober 2001: Completion of Building V & Buiiding W
¯November 2001: Pottery Barn, Talbot’s, Furls and Coidwat~r Creek open
for busine~,
November 2001; Stanford Shopping Center i~ee plantin.~ program
conCludes,
,April 2@, 2002: P.F. Chang’s in Building W opens for business,
,June 2002: World Savings in Building W opens for business.
,July 2002: Aber~rombie & Fitch in Building V opens for business.
Road_____.~
,August 14, 2001: Quarry Road and E! Camino Real interse~on opens.
¯April 2002: All easements granted, as required by the Cib’ o~ Polo ~o for
the completed potion of the Sand Hili Road proje=s.
, Apdl B, 2002 - Santa Clara Coun~ Planning Dire~or app~ves
As~sodSu~eyor~a~er ~s for the vaca~on~ and anne~ons of the
Sand Hilt Road, Pasteur, Oua~ Road Right-of-Ways.
¯May 5, 2002: Polo ~o Ci~ Council approves the four Sand Hil{ Road
annexations.
Check #1940763 in the amount of $2,000, dated May 23, 2003, has been sent
under separate cover.
Since_rely,
Diane H~ai~y
Managing Director, Real Estate
co:Sandy Skaggs!Bingham Mc~3utchen
Additional language for Stanford Shopping Center Consent:
Nothing in the City’s consent to this Agreement, or in the City’s agreeing to the terms
and conditions set forth therein, shall be deemed the City’s agreement that any of the
Conditions of Approval and Mitigation Measures identified in Exhibit B as "completed"
have in fact been completed.
Without limiting the generality of the foregoing, although the lighting plans called for
under Mitigation Measure 4.2-13 have been submitted to and approved by the City, the
implementation of the lighting plan in accordance with the Mitigation Measure (including
but not limited to by maintaining building exterior and parking lot lighting at the lowest
intensity and energy use adequate for its purpose and avoiding unnecessary continued
illumination, such as illuminated signs) is ongoing and, notwithstanding anything to the
contrary provided in this Agreement, such ongoing implementation will be deemed to be
"Shopping Center Project Rights and Obligations" for all purposes under the Agreement,
and not "Completed Obligations."
Notwithstanding anything contained in Section 5.6 of this Agreement, any sale, transfer
or assignment by Assignee of any right or interest under the Development Agreement
shall require the prior written consent of the City Council and shall be subject to the
provisions of Section 18(f) of the Development Agreement.
Recording Requested by and
When Recorded Return to:
SPG CENrI’ER, LLC
c/o Simon Property Group, L.P.
National City Center
!15 West Washingon Street
Lndianapolis, Indiana 46204
Attn: Richard C. Rody, Jr.
Division Counsel, Legal Development
And Big Box Leasing Division
Attachment 2
1
SPACE ABOVE THIS LINE FOR RECORDER’S USE
ASSIGNMENT AND ASSUMPTION AGREEMENT
Development Agreement and Sand Hill Corridor Maintenance Agreement
Shoppin~ Center Project
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("A~eement") is made and
entered into by and between THE BOARD OF TRUSTEES OF THE LELAND STANFORD
JUNIOR UN1-VERSITY, a body having corporate powers under the laws of the State of
California ("Stanford"), and SPG CENTER, LLC, a Delaware limited liability company
("Assig-nee").
RECITALS
A. Stanford operates the Leland Stanford Junior University (common3,known as Stanford University). Stanford owns approximately seventy (70) acres of improved
real property commonly referred to as the Stanford Shopping Center, being a portion of the lands
of Stanford University, located in the City of Palo Alto ("City"), County of Santa Clara, State of
California, and more particularly described in Exhibit A attached hereto (the "Shopping Center
Site").
B.Stanford and Assignee have entered into that certain Agreement to Lease
dated as of June 26, 2003 (the "Agreement to Lease"), that certain Assi=m’tment and Assumption
of Ground Leases of even date herewith (the "Assi~mament of Ground Leases") and that certain
Assigrmaent and Assumption of Tenant Leases of even date herewith (the "Assigrmaent of
Leases"), various other assignments that will be effective concurrently, and that certain Ground
Lease of even date herewith (the "Ground Lease"), pursuant to which Assi~ee will ground
lease, operate, market, maintain and improve the Shopping Center on the Shopping Center Site.
C.Stanford and the City entered into that certain Development Ageement
dated August 14, 1997 and recorded in the Official Records of Santa Clara County on .December
3, 1997 as Document No. 13962429 and the First Amendment to Development Agreement dated
43361k36054v7
April 23, 2001 and recorded in said Official Records on May 16, 2001, as Document No.
15681749, amending Section 6(0 (as amended, the ’~Development Agreement"). Stanford
currently is seeing the approval of the City to a Second Amendment to Development
Agreement to further amend said Section.
D. Stanford and the City entered into that certain Sand Hill Corridor
Maintenance Agreement dated May 24, !999 and recorded in Official Records of Santa Clara
County on May 27, 1999 as Document No. 14833454, and that certain Amendment No. One to
the Sand Hill Corridor Maintenance Agreement dated April 15, 2002 and recorded in Official
Records of Santa Clara County on June 12, 2002 as Document No. 16311085 (as amended, the
"Maintenance Agreement").
E.As of the Effective Date (as defined in Section 1.5 below) and subject to
the City’s consent: Stanford desires to assign to Assignee certain of Stanford’s remaining rights
under the Development Agreement with respect to the Shopping Center Project only, and
Assignee desires to accept and assume certain of Stanford’s remaining obligations under the
Development Agreement with respect to the Shopping Center Project only (collectively, as
described and defined more particularly in Section 1.3 below, the "Shopping Center Project
Ri=~.hts and Obligations"); and Stanford desires to assign to Assig-nee certain of Stanford’s
remaining rights under the Maintenance Agreement, and Assignee desires to accept and assume
certain of Stanford’ s remaining obligations under the Maintenance Agreement (collectively, as
described and defined more particularly in Section 1.4 below, the "Maintenance Rights and
Obligations").
NOW THEREFORE, in consideration of these promises, and of the agreements,
covenants and conditions contained in this Agreement and the Agreement to Lease, the Ground
Lease, the Assignment of Ground Leases and the Assumption of Leases, the parties agree as
follows:
ARTICLE 1
ASSIGNN[ENT AND ASSUMPTION OF
SHOPPING CENWER PROJECT RIGHTS AND OBLIGATIONS
AND MAINTENANCE RIGHTS ANI) OBLIGATIONS
1.1 Assi,onment. Stanford assiggns to Assignee, as of the Effective Date (as defined in
Section 1.4 below), all of Stanford’s rights, title and interest in and to the Shopping Center
Project Ri~hts and Obligations and the Maintenance Rights and Obligations.
1.2 Assumption. As of the Effective Date, Assignee accepts Stanford’s assignment
of the Shopping Center Project Rights and Obligations and the Maintenance Rights and
Obligations.
1.3 Shopping,Center Projeq~,Rights and Obligations. For purposes of this
Agreement, the term "Shopping Center Project Rights and Obligations" shall mean and include
all of the remaining rights and obligations of Stanford under the Development Agreement
43361~6054v7 2
accruing on and after the Effective Date and before the expiration or earher termination of the
Agreement to Lease that: (a) are set forth in those sections of the Development Agreement that
apply exclusively to the Shopping Center Project or (b) are set forth in those sections of the
Development Agreement that apply non-exclusively to the Shopping Center Project, but only
with respect to the share of such ri~hts and obligations that is proportionately allocable to the
Shopping Center Site or the Shopping Center Project; provided, however, that (y) the Shopping
Center Rights and Obhgations shaB include only those Conditions of Approval and Mitigation
Measures that are specifically identified in the Stanford Sand Hill Road Corridor Projects
Mitigation Monitoring Program, Stanford Shopping Center attached hereto as Exhibit B as being
the responsibility of Assignee, and (z) the Shopping Center Project Rights and Obhgations shall
not mean or include, and Assig-nee shall have no responsibihty for, (i) any of the obhgations of
Stanford under the Development Agreement that have been completed as of the Effective Date,
(collectively, the "Completed Obhgations"), including without limitation any obhgations that are
identified in Exhibit B as completed, and, except as otherwise provided in Exhibit B, any
obhgations pursuant to Sections 6, 7 or 8 of the Development Agreement, except that Stanford
may request Assignee’s consent, and Assignee shall not unreasonably withhold its consent, to
any easements required pursuant to Section 6(a)(3) of said Agreement that affect the Shopping
Center Site; (ii) an?, obhgations imposed on the Shopping Center Site or the Shopping Center
Project by, or on the recommendation of, the City’s Architectural Review Board, including
without limitation any conditions imposed in connection with 94-D-5, 96-DEE-3, 94-ARB-258,
94-ZC-.17, 96-DEE-4, 94-ARB-257, 94-ARB-259, 96-ARB-92, 94-EIA-35, 96-CPA-2, 98-ARB-
153, 98-ARB-182, 98-ARB-183, 99-ARB-101, 99-ARB-164, 00-ARB-40, 00-ARB-104 and 00-
ARB-168 (collectively, the "ARB Conditions"); or (’fii) any of the obhgations of Stanford that
relate to or arise in connection with: (1) the construction of any pubhc roadway-related
improvements, including without hmitation the widening of Sand Hill Road; or (2) the operation
of the Marguerite Shuttle, except for Assignee’s contribution to the operation of the Margz~erite
Shuttleidentified in Exhibit B. Stanford shall remain responsible for any and all Conditions of
Approval and Mitigation Measures that are not specifically identified in Exhibit B as being the
responsibihty of Assig~nee.
1.4 Maintenance Rights and Obligations. For purposes of this Agreement, the term
"Maintenance Rights and Obligations" shall mean and include those fights and obligations of
Stanford under the Maintenance Agreement accruing on and after the Effective Date and before
the expiration or earlier termination of the Agreement to Lease that are set forth in Exhibit C,
attached hereto.
1.5 Effective Date: Subsequent Termination of A~eement to Lease. For purposes
of this Agreement, the "Effective Date" shal! be the later of: (a) the date the City grants its
consent to the assignment and assumption of the Shopping Center Rights and Obligations and the
Maintenance Rights and Obligations by executing this Agreement; or (b) the date set forth in the
Ground Lease as the "Commencement Date" thereof. Upon any termination of the Agreement to
Lease, the assig-nment and assumption of the Shopping Center Riglats and Obligations and the
Maintenance Rights and Obligations shall automatically terminate, Assignee shall have no
further rights or obligations pursuant to the Shopping Center Rights and Obligations or the
Maintenance Rights and Obligations and all of the Shopping Center Riglats and Obligations and
the Maintenance Rights and Obligations shall automatically revert to Stanford without any
further assignment or other documentation.
43361k36054v7 3
ARTICLE 2
RIGHTS AND REMEDIES
2.1 Stanford’s Continuing Liability for Shopping Center Project Rights and
Obligations and Maintenance Rights and Obliga..tions. Notwithstanding Assig-nee’s
assumption of the Shopping Center Project Rights and Obligations and the Maintenance Rights
and Obligations, Stanford shall remain liable to the City for all of the obligations and liabilities
of "Stanford" or "Subdivider" under the Development Agreement and Maintenance Agreement.
In the event of a Stanford Breach (as defined below), the City may exercise against Stanford any
of the fights and remedies that are then available to the City under the Development Agreement
and Maintenance Agreement (subject to such force majeure, notice and cure provisions as may
be set forth therein), at law or in equity, subject to the provisions of Section 2.2 below. For
purposes of this Agreement, "Stanford Breach" shall mean and include the breach of any of the
obligations of Stanford or its assignees under the Development Agreement or Maintenance
Agreement, including without limitation a breach arising out of Assignee’s breach of any of the
Shopping Center Project Rights and Obligations or Maintenance Ri~ts and Obligations.
2.2 No Assignee Liability or Default for Stanford Obligations
A. Assignee shall not be liable for any obligations or liabilities of Stanford or
any of its .assignees other than Assignee (collectively, the "Stanford Parties") under the
Development Agreement or the Maintenance Agreement, except for the Shopping Center Project
Rights and Obligations and the Maintenance Rights and Obligations, and Assignee shall not be
liable for any obligations or liabilities of the Stanford Parties that relate to or arise in connection
with: (a)the Below Market Rate Housing Agreement; Co)the Completed Obligations; (c) the
ARB Conditions; (d) the construction of any public roadway-related improvements, including
without limitation the widening of Sand Hill Road; (e) the operation of the Marguerite Shuttle,
except for Assignee’s contribution to the operation of the Marguerite Shuttle identified in Exhibit
B; or (f) any Project (as defined in Section l(k) of the Development Agreement) other than the
Shopping Center Project.
B.Any Stanford Breach that does not arise out of Assig-nee’ s breach of any
of the Shopping Center Project Rights and Obligations shall not constitute a default by Assignee
under the Development Agreement and shall not result in (a) any remedies imposed against
Assignee, including without limitation any remedies authorized pursuant to Sections 9(a)(2),
10(d) and (e) or 12 of the Development Agreement, or (b) termination of the Development
Agreement with respect to the Shopping Center Site. Any Stanford Breach that does not arise
out of Assignee’s breach of anyof the Maintenance Rights and Obligations shall not constitute a
default by Assignee under the Maintenance Agreement and shall not result in any remedies
imposed against Assignee, including without limitation any remedies authorized pursuant to
Section 11 of the Maintenance Agreement. In the event of a Stanford Breach that does not arise
out of Assignee’s breach of any of the Shopping Center Project Rights and Obligations or the
Maintenance Rights and Obligations, the City shall not exercise any of the rights or remedies
available to it in connection with the Stanford Breach in a manner that would adversely affect
Assignee or the development, use, operation or occupancy-of the Shopping Center or the
Shopping Center Project. Notwithstanding the foregoing, nothing in this Agreement shall cause
43361k36054v7 4
(y) a Stanford Breach or a breach by Assignee under the Development Ag-reement to constitute a
default under the Maintenance Agreement, or (z) a Stanford Breach or breach by Assig-nee under
the Maintenance Agreement to constitute a default under the Development Agreement.
2.3 Citn’ Remedies: Stanford’s Right to Cure. If Assig-nee fails to comply with any
Shopping Center Project Rights and Obligations, the City may exercise against Assignee any of
the rights and remedies that are then available to the City under the Development Agreement
(subject to such force majeure, notice and cure provisions as may be set forth therein), at law or
in equity. If Assig-aee fails to comply with any Maintenance Rights and Obligations, the City
may exercise against Assig-nee any of the rights and remedies that are then available to the Cit3,
under the Maintenance Agreement (subject to such force majeure, notice and cure provisions as
may be set forth therein), at law or in. equity. In addition, Stanford shal! have the right, but not
the obligation, upon not less than five (5) business days prior written notice to Assig-nee, to cure
or remedy such failure by Assi~ee, if and to the extent such failure could materially and
adversely affect Stanford’s rights or benefits under the Development Agreement or the
Maintenance Agreement, but only if Assig-nee fails to correct or cure the failure within the five
(5) business day period (or, if the failure is of a nature that would reasonably require more thmn
five (5) business days to correct or cure, if Assignee fails to commence the correction or cure
within the five (5) business day period and thereafter diligently prosecute the cure to
completion). Assignee shall reimburse Stanford, within thirty (30) days after receipt of a written
demand accompanied by supporting documentation, for all costs reasonably incurred by Stanford
in effecfing any such cure or remedy.
2.4 Indemnities
A. Assignee shall indemnify, defend and hold Stanford harmless from and
against any and all claims, damages, losses, liabilities and costs, including without limitation
reasonable attorneys’ fees, costs and disbursements, to the extent arising from or relating to any
faiiure by Assig-nee or its employees, officers, agents, contractors, guests or invitees to comply
with any or all of the Shopping Center Project Rights and Obligations, the Maintenance Rights
and Obligations or the terms and provisions of this Agreement.
B. Stanford shall indemnify, defend and hold Assignee harmless from and
against any and all claims, damages, losses, liabilities and costs, including without limitation
reasonable attorneys’ fees, costs and disbursements, to the extent arising from or relating to any
failure by the Stanford Parties to comply with their respective obligations pursuant to the
Development Ageement, the Maintenance Agreement, or the terms and provisions of this
Agreement.
C. The indemnities set forth in this Section 2.4 shall survive the expiration or
earher termination of this Ageement
43361k36054v7 5
ARTICLE 3
PERIODIC REVIEW OF COh~’LIANCE
3. ! Stanford Responsibilities. Stanford shall submit the annual report and
participate in the periodic review conducted pursuant to Section 10(a) of the Development
Agreement and in any special review conducted pursuant to Section 10(c) of the Development
Agreement. No less than fifteen (15) days prior to submission of any annual report or other
documentation to the City in connection with any periodic review, or any special review that
affects the Shopping Center Site or the Shopping Center Project, Stanford shall provide a draft of
the portions of such documentation that apply to the Shopping Center Site or the Shopping
Center Project to Assig-nee for its review and approval, which approval shall not be unreasonably
withheld, conditioned or delayed. Stanford shall provide Assignee with reasonable advance
notice and an opportunity to participate in any significant meerfngswith the City and any
hearings related to any periodic review and any special review that affects the Shopping Center
Site or the Shopping Center Project.
3.2 Assignee Rights and Responsibilities. Assignee shall reasonably cooperate with
and assist Stanford in the annual report and periodic review conducted pursuant to Section 10(a)
of the Development Agreement and in any special review conducted pursuant to Section 10(c) of
the Development Agreement, to the extent related to the Shopping Center Site or the Shopping
Center Project. Assignee shall pay to Stanford one quarter of the annual review and
administration fee that is assessed by the City in connection with the periodic review process.
Assignee shall have the right, but not the obligation, to participate in any si~icant meetings
with the City and any hearings related to any periodic review and any special review that affects
the Shopping Center Site or the Shopping Center Project.
ARTICLE 4
AMENDMEN~ OR MODIFICATION OF THE DEX,~ELOPMENT AGREEMENT OR
MAIN~FENANCE AGREEMENT
4. I Amendment. Stanford shall not request, process or consent to any amendment to
the Development Agreement or Maintenance Agreement that would affect the Shopping Center
Site, the Shopping Center Project, the Shopping Center Rights and Obligations or the
Maintenance Rights and Obligations without Assignee’s prior written consent. The foregoing
notwithstanding, Stanford may continue to process its request for a Second Amendment to the
Development Agreement to amend Section 6(i) an, ff necessary, Assignee shall consent thereto
and execute all documents necessary to accomplish said amendment, provided that such
amendment does not affect the Shopping Center Site, the Shopping Center Project or the
Shopping Center Rights and Obligations.
4.2 Modification. In the event that the Cit3, proposes to modify or terminate the
Development Agreement pursuant to Section 10(d) of the Development Agreement, such
modification or termination shall not be effective as to Assignee, provided that Assignee is not in
material default with respect to the Shopping Center Project Rights and Obligations (subject to
43361k3605v7 6
such force majeure, notice and cure provisions as may be set forth in the Development
Agreement).
ARTICLE 5
GENERAL PRO’~qSIONS
5.1 Notices. All notices, invoices and other communications required or permitted
under this Agreement shall be made in writing, and shall be delivered either personally
(including by private courier), by certified mail, postage prepaid and return receipt requested, or
by nationally recognized overnight courier service to the following addresses, or to such other
addresses as the parties may designate.in writing from time to time:
If to Stanford:Stanford .Management Company
2770 Sand Hill Road
Menlo Park, CA 94025
Attention: Managing Director, Real Estate
with a copy to:Stanford University
Office of the General Counse!
Building 170
Stanford University
Stanford, CA 94305
Attention: General Counsel
with a copy to Bing_ham McCutchen
1900 University Ave.
East Palo Alto, CA 94303-2223
Attention: Carol Dillon
K to Assignee:SPG CENTER LLC
c/o Simon Property Group, L.P.
National City Center
115 West Washin~on Street
Indianapolis, Indiana 46204
Attention: Executive Vice President, Development
with a copy to:SPG CENTER, LLC
c/o Simon Property Group, L.P.
National City Center
115 West Washin~on Street
Indianapolis, Indiana 46204
Attention: General Counsel
Notices personally delivered shall be deemed received upon deliver?,. Notices delivered by
certified mail as provided above shall be deemed received on actual delivery. Notices delivered
43361k36054v7 7
by courier service as provided above shall be deemed received twenty-four (24) hours after the
date of deposit.
5.2 Estoppe! Certificates. Within ten (10) days after receipt of a written request
from time to time, either part), shall execute and deliver to the other, or to an auditor or
prospective lender or purchaser, a written statement certifying to that party’s actual knowledge:
(a) that the Development Agreement and Maintenance Agreement are unmodified and in full
force and effect (or, if there have been modifications, that the Devel.opment Agreement and
Maintenance Agreement are in full force and effect, and stating the date and nature of such
modifications); (b) that there are no current defaults under the Development Agreement or
Maintenance Agreement by the City and either Stanford or Assig-nee, as the case may be (or, if
defaults are asserted, so describing with reasonable specificity) and that there are no conditions
which, with the passage of time or the Nving of notice, or both, would constitute a default;
(c) that this Agreement is unmodified and in full force and effect (or, if there have been
modifications, that this Agreement is in full force and effect, and stating the date and nature of
such modifications); and (d) such other matters as may be reasonably requested.
5.3 Attorneys’ Fees. In the event of any legal or equitable proceeding in connection
with this Agreement, the prevailing party in such proceeding, or the nondismissing party where
the dismissal occurs other than by reason of a settlement, shall be entitled to recover its
reasonable costs and expenses, including without limitation reasonable attorneys’ fees, costs and
disbursements paid or incurred in good faith at the arbitration, pre-trial, trial and appellate levels,
and in enforcing an?, award or judgment granted pursuant thereto. For purposes of this
Ageement, the "prevailing party," shall be the party that obtains substantially the result sought,
whether by dismissal, award or judg-ment.
5.4 No Waiver. No delay or omission by either party in exercising any fight,
remedy, election or option accruing upon the noncompliance or failure of performance by the
other party under the provisions of this Agreement shall constitute an impairment or waiver of
any such fight, remedy, election or option. No alleged waiver shall be valid or effective unless it
is set forth in a writing executed by the party against whom the waiver is claimed. A waiver by
either party of any of the covenants, conditions or obligations to be performed by the other party
shall not be construed as a waiver of any subsequent breach of the same or any other covenants,
conditions or obligations.
5.5 Amendment. This Agreement may not be amended by oral ageement. It may
be amended only by a written ageement signed by both Stanford and Assi~ee and consented to
in writing by the City.
5.6 Successors and Assigns. This Agreement shal! be binding on and inure to the
benefit of the parties and their respective successors and assig-ns. Assignee shall have the right
to sell, transfer or assign this Agreement (a) to any pan), to whom Assigmee assigns its leasehold
interest in the Ground Lease (i) with Stanford’s consent pursuant to Article 11 of the Ground
Lease or (ii) who is a permitted transferee under Section 11.2 of the Ground Lease; or (b) in
connection with any collateral assig-nment to a leasehold mortgagee.
43361k36054v7 8
5.7 No Joint Venture. Nothing contained herein shall be consmaed as creating a
joint venture, agency, or an}, other relationship between the parties hereto other than that of
¯ assignor and assignee.
5.8 Severabilitn,. If any term or provision of this Agreement or the application
thereof to any person or circumstance is found by a court of competent jurisdiction to be invalid
or unenforceable, the remainder of this Agreement, or the application of such term or provision
to persons or circumstances other than those as to which it is held invalid or unenforceable, shall
not be affected thereby, and each remaining term and provision of this Agreement shall be valid
and enforceable to the full extent permitted by law; provided that, if the invalidation or
unenforceability would deprive either Stanford or Assignee of material benefits derived from this
Agreement or make performance under this Agreement unreasonably difficult, then Stanford and
Assignee shall meet and confer and shall make good faith efforts to modify this Agreement in a
manner that is acceptable to Stanford, Assignee and the City. Notwithstanding the foregoing, if
any material provision of this Agreement, or the application of this Agreement to a particular
situation, is held to be invalid or unenforceable, Assignee may terminate this Agreement by
providing written notice of such termination to Stanford and the City.
5.9 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
5.10 No Third Part~" Beneficiaries. This Agreement shall not be deemed or
construed to confer any rights, title or interest, including without limitation any third party
beneficiary status or right to enforce any provision of this Agreement, upon any person or entity
other than Stanford, Assignee and the City.
5.11 Time of the Essence. Time is of the essence in the performance by each party of
its obligations under this Agreement.
5.12 Authority. Each person executing this Agreement represents and warrants that
he or she has the authority to bind his or her respective party to the performance of its obligations
hereunder and that all necessary board of directors’, shareholders’, partners’ and other approvals
have been obtained.
5.13 Further Actions and Instruments. Stanford shall cooperate with and use its
best efforts to assist Assignee and take all actions necessa_D, to ensure that Assignee receives the
benefits of the Development Agreement and Maintenance Agreement, subject to Assignee’s
performance and satisfaction of the Shopping Center Rights and Obligations and the
Maintenance Rights and Obligations, respectively. Upon Assignee’s written request, Stanford
shall promptly execute, with acknowledgement or affidavit if reasonably required, and file or
record such required instxuments and writings and take any actions as may be reasonably
necessary under the terms of the Development Agreement, the Project Approvals and the
Maintenance Agreement for Assignee to realize the benefits of the Development Agreement, the
Project Approvals and the Maintenance Agreement.
5.i4 Ter_.__~m. The term of this Agreement shall commence on the Effective Date and
shall terminate upon the earlier to occur of (a) (i) the expiration or earlier termination of the
43361k36054v7 9
Development Agreement, with respect to the Shopping Center Ri£ahts and Obligations, and (ii)
the expiration or earher termination of the Maintenance Agreement, with respect to the
Maintenance Rights and Obligations, or (b) the expiration or earlier termination of the
Agreement to Lease. Upon the expiration or earlier termination of this Agreement, the parties
shall have no further rights or obligations hereunder, except with respect to any obligation to
have been performed prior to such expiration or termination or with respect to an?, default in the
performance of the provisions of this Agreement which occurred prior to such expiration or
termination or with respect to any obligations which are specifically set forth as surviving this
Agreement.
5.15 Counteroarts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an oriNnal, but all of which together shall constitute one and the
same instrument. Signature pages may be detached from the counterparts and attached to a
single copy of this Agreement to physically form one document.
5.16 Mortgagee Protection. If Assig-nee shall at any time grant or convey a security
interest in the Shopping Center, Assignee’s interest under the Agreement to Lease, Ground
Lease, Assignment of Leases or doctmaents related thereto, Site by mortgage, deed of trust or
otherwise to any person or entity (collectively for purposes of this Section 5.16, a "Leasehold
Mortgagee"), such Leasehold Mortgagee shall be entitled to receive notice of any default by
Assig’nee, provided that such Leasehold Mortgagee shall have delivered a copy of a notice
substantially in the form herein contained to Stanford and the City. The form of such notice shall
be as follows:
"’The undersigned, whose notice address is . does hereby
certify that it is the holder of a lien upon the leasehold interest of SPG CENV’FER, LLC in
the Shopping Center Site, and is the trustee, beneficiary or leasehold mortgagee holding
the security interest in said Shopping Center Site. In the event that any notice shall be
~ven of the default of SPG CENTER, LLC, a copy thereof shall be delivered to the
undersigned who shall have all rights of SPG CENTER, LLC, but not the obligation, to
cure such default."
Each Leasehold Mortgagee delivering such notice shall be provided with a copy of any written
notice of default under this Agreement Nven to its mortgagor and shall have the same amount of
time provided to its mortgagor to cure such default. Any such notice shall be ~ven in the same
manner as provided in Section 5.1 hereof. Giving of any notice of default or the failure to
deliver a copy to any such Leasehold Mortgagee shall in no event create any liability on the part
of Stanford.
5.17 Arbitration/,ludicial Reference. The provisions of Article 17 of the Ground
Lease are incorporated herein and by this reference made applicable to disputes of the nature
described in said Article that arise under this Agreement.
5.18 Default. Subject to a Leasehold Mortgagees’ right to cure pursuant to Section
5.16 hereof, any failure by either part), to perform any material term or provision of this
Agreement shal! constitute a defauk (a) if such defaulting part5, does not cure such failure within
thirty (30) days following written notice of default from the other party, where such failure is of
43361k36054v7 I0
a nature that can be cured within such thirty (30) dab, period, or (b) if such default is not of a
nature that can be cured within such thirty (30) dab, period, if the defaulting party does not within
such thirty (30) day period commerce substantial efforts to cure such failure, or thereafter does
not within a reasonable time prosecute to completion under dihgence the curing of such failure.
Any notice of default Nven hereunder shall be Nven in the same manner as provided in Section
5.1 hereof and shall specify in detail the nature of the failures in performance that the noticing
party claims and the manner in which such failure can be satisfactorily cured.
IN WITNESS WHEREOF, Stanford and Assignee have executed this Agreement by
proper persons thereunto duly authorized, to be effective as of the Effective Date.
SIMON STANFORD
SPG CENTER, LLC, a Delaware limited
liability company
By:SPG PALO Alto Member, LLC,
a Delaware limited liability company,
sole member
By:Bergen Mall Partnership,
a Delaware general partnership,
sole member
Partner
By:Simon Property Group, L.P.,
a Delaware limited
partnership, Managing
By:Simon Property Group,
Inc., a Delaware
corporation, its general
partner
THE BOARD OF TRUSTEES OF THE
LELAND STANFORD J75NIOR
UNIVERSITY, a body having corporate
powers under the laws of the State of
California
By: Stanford Management Company
By:.
- William T. Phillips
Its: Managing Director, Real Estate
By:
David Simon
Its:Chief Executive
Officer
43361k36054v7 11
CITY OF PALO ALTO’S CONSENT
The City hereby consents to the assignment and assumption of the Shopping Center Project
Rights and Obligations and the Maintenance Rights and Obligations set forth in this Agreement, agrees
to the terms and conditions set forth herein, and agrees that the Assignee and its lenders shall have the
rights and benefits set forth in Sections 10 (f) (Certificate of Compliance), 18(0 (Certificate of
Compliance) and 18(j) (Mortgagee Protection) of the Development Agreement. The City agrees to
provide to Assignee and to any Leasehold Mortgagee that has requested notice pursuant to Section
5.16 herein, concurrently with the City’s provision to Stanford, copies of any notices of default or
notices of intent to modify or terminate the Development Agreement pursuant to Section 10 of the
Development Agreement that affect the Shopping Center Site, and any notices of default under the
Maintenance Agreement. Nothing in this Agreement, or the City’s consent thereto, shall be deemed to
amend the Development Agreement or the Maintenance Agreement or release Stanford from any of its
obligations and liabilities under the Development Agreement or the Maintenance Agreement and it
shall continue to remain fully bound and liable for the performance of all the obligations of Stanford
thereunder notwithstanding the assignment and assumption set forth in this Agreement, or the City’s
consent thereto.
Nothing in the City’s consent to this Agreement, or in the City’s agreeing to the terms and
conditions set forth herein, shall be deemed the City’s agreement that any of the Conditions of
Approval and Mitigation Measures identified in Exhibit B as "completed" have in fact been completed.
Notwithstanding anything contained in Section 5.6 of this Agreement, any sale, transfer or
assignment by Assignee of any right or interest under the Development Agreement shall require the
prior written consent of the City Council and shall be subject to the provisions of Section 18(f) of the
Development Agreement.
APPROVED AS TO FORM:CITY OF PALO ALTO, a chartered
California municipal corporation
Interim City Attorney
APPROVED:
City Manager
Director of Planning and Community
Environment
Dated:,2003
LA1 547357v2
STATE OF CALIPORNL~
COLTNTY OF
On ,2003 before me, the undersigned, a Notary Public in and for said County and
State, personally appeared , persona!ly known
to me (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 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 behalf of which the person(s) acted, executed the
instrument.
WITNESS my hand and official seal.
Notary Pubhc
43361~605~v7
State of
County of
ACICNOWLEDGMENT
The foregoing instrument was acknowledged before me this ~ day of ,2003,
by .. ,of SPG CEN~FER, LLC, a Delaware limited liability company on behalf
of such company..
Notary Public - State of
My Commission Expires:
43361236054v7
EXHIBIT A
Description of the ShopNn~ Center Site
That certain real property located in the City of Palo Alto, County of Santa Clara, State of
California, described as follows:
Parcel One:
Commencing at a concrete highway monument set on the Southwesterly line of E1
Camino Real (State Highway) opposite Engineer’s Station 18+15.24 (District IV,
Santa Clara County Route 2, Section A) as said Southwesterly line was
established in that certain final order of Condemnation entered in the Superior
Court of the State of California, in and for the County of Santa Clara, in that
certain action entitled, "The People of the State of California, acting by and
through the Department of Public Works, Plaintiff, vs. The Board of Trustees of
the Leland Stanford Junior University, et al., Defendant", Case No. 39384, a
certified copy of which order was filed for record in the Office of the Recorder of
the Count3, of Santa Clara, State of California, on July ~7, 1930 in Book 520 of
Official Records, page 571; said monument being distant along the Southwesterly
line of E1 Camino Real South 46045’ East 101.52 feet from the point of
intersection thereof, with the center line of Quaro’ Road (60 feet in width)
running thence from said concrete monument along said Southwesterly line of E1
Camino Real North 46°45’ West 233.92 feet to the true point of beginning;
Thence from said true point of beginning, leaving said line of E1 Camino Real
South 40o40’25’’ East 32.88 feet; thence on an arc curve to the right with a radius
of 85.00 feet through a central angle of 83017’25’’, an arc distance of 123.56 feet;
thence North 47023’ West 5.33 feet to a point in the Northwesterly line of Quarry
Road (60 feet in width); thence along said line South 42037’ West 977.64 feet;
thence continuing along said line on the arc of a curve to the left with a radius of
360.00 feet through a central angle of 23°00’, an arc distance of 144.51 feet;
thence continuing along said line, South 19037’ West 477.00 feet; thence
continuing along said line on the arc of a curve to the right with a radius of 2060
feet, through a central angle of 01033"07’’ an arc distance of 55.80 feet; thence on
the arc of compound curve to the right with a radius of 25 feet, through a central
angle of 93°26"53"an arc distance of 40.77 feet to the point in the Northeasterly
line of Embarcadero Road Extension; thence along said line, North 65023’ West
868.38 feet; thence on the arc of a curve to the right with a radius of 20 feet,
through a central angle of 86003’08’’, an arc distance of 30.04 feet; thence on the
arc of a reverse curve to the left, with a radius of 1142.00 feet, through a central
angle of 17°49’38’’, an arc distance of 355.33 feet, thence North 02°50"30’’ East
568.3 i feet; thence on the arc of a curve to the right with a radius of 1,000.00 feet
through a central angle of 1° 12’27", a distance of 21.08 feet; thence North 10022’
East 25.80 feet; thence North 26021’40’’ East 49.13 feet; thence North 25°25’10’’
East 612.57 feet; thence North 35053’ East 7!.85 feet; thence North 43015’ East
43361k36054v7 Exhibit A - 1
518.96 feet to a point in the Southwesterly line of E1 Camino Real; thence along
said line South 46°45’ East 588.29 feet; thence leaving said line of E1 Camino
Real, South 41°36’31"East 5!.33 feet; thence on the arc of a curve to the right
with a radius of 25.00 feet througah a central angle of 181°05"53’’ an arc distance
of 79.02 feet to the point of a compound curve; thence on the arc of a curve to the
right with a radius of 200.00 feet through a central angle of 11°15’38’’ an arc
distance of 39.31 feet; thence South 60°45’ West 30.00 feet; thence South 29°15’
East 69.90 feet; thence on the arc of a curve to the right with a radius of 25.00 feet
through a central angle of 72°30’ an arc distance of 31.63 feet; thence South
46°45’ East 70.00 feet; thence on the arc of a curve to the right with a radius of
25.00 feet (a radial line at the point of beginning of said curve bears South 46°45’
East) through a central angle of 72°30’ an arc distance of 31.63 feet; thence South
64°15’ East 54.34 feet; thence North 25°45’ East 30.00 feet; thence on the arc of a
curve to .the right with a radius of 80.00 feet (radial line at the point of beNnning
of said curve bears North 25°45’~East) through a central anne of 19°49’26’’ an arc
distance of 27.68 feet to a point of compound curve; thence on the arc of a curve
to the right with a radius of 25.00 feet through a central angle of 170°42’32’’ an
arc distance of 74.49 feet; thence South 53°43’02’’ East 39.49 feet to a point in the
Southwesterly line of E1 Camino Real; thence along said line South 46°45’ East
486.15 feet to the tree point of beginning.
Together with Parcel One, easements for ingress, egress, parking and utilities,
described as follows:
(The bearings shown hereon are rotated by 01o02, 10" clockwise from Parcel One
bearings shown above)
Beginning at a concrete highway monument set on the Southwesterly line of E1
Camino Real (State Highway) opposite Engineer’s Station 18+!5.24 (District 15z,
Santa Clara County Route 2, Section A) as said Southwesterly line was
established in that certain final order of Condemnation entered in the Superior
Court of the State of California, in and for the County of Santa Clara, in that
certain action entitled, "The People of the State of California, acting by and
through the Department of Public Works, Plaintiff, vs. The Board of Trustees of
the Leiand Stanford Junior University, et al., Defendant", Case No. 39384, a
certified copy of which order was filed for record in the Office of the Recorder of
the County of Santa Clara, State of Cahfomia, on July 7, 1930 in Book 520 of
Official Records, page 571; said monument being distant along the Southwesterly
line of E1 Camino Real South 45042, 50" East 101.52 feet from the point of
intersection thereof, with the center line of Quarry Road, 60 feet in width,
described as Parce! A in that certain Easement Deed, from The Board of Trustees
of the Leland Stanford Junior University to City of Palo alto, recorded April 21,
1955 in Book 3148 of Official Records of Santa Clara Count?, at Page 395;
Thence from said concrete monument along said Southwesterly hne of E1 Camino
43361k36054v7 Exhibit A - 2
Real North 45°42’50’’ West 233:92 feet to a point hereafter referred to as Point
Thence leaving said line of E1 Camino Real, along the general northwesterly line
of said Quarry Road (3!48 O.R. 395), the following eight (8) courses:
1) South 39°38’ 15" East, 32.88 feet to the beNrming of a curve to the fight,
having a radius of 85.00 feet;
2) Southerly and southwesterly, along said curve, through a centra! angle of
83017’25,, and an arc len~la of !23.56 feet;
3) North 46020’50,’ West, 5.33 feet;
4) South 43039’ 10" West, 977.64 feet to the beginning of a curve to the left,
having a radius of 360.00 feet;
5) Southwesterly, along said curve, through a central angle of 23000’00,, and an
arc len~ of 144.51 feet;
6) South 20039, 10" West, 477.00 feet to the beginning of a curve to the right,
having a radius of 2060.00 feet;
7) Southwesterly, along said curve, through a central angle of 01°33’07" and an
arc len=~.h of 55.80 feet to the beginning of a compound curve, concave to the
northwest, having a radius of 25.00 feet;
8) Westerly and northwesterly, along said curve, through a central angle of
93026’53’, and an arc length of 40.77 feet to a point on the northeasterly line of
Arboretum Road, also formerly known as Embarcadero Road Extension (Parcel
A, 3148 O.R. 395);
Thence along said northeasterly line of Arboretum Road, North 64°20’50’’ West,
9.58 feet to a point hereafter referred to as Point "B";
Thence continuing along said northeasterly line of Arboretum Road, North
64020’ 50" West, 446.49 feet to a point hereafter referred to as Point "C";
Thence continuing along said northeasterly hne of Arboretum Road, North
64°20’50" West, 328.31 feet to a point hereafter referred to as Point ’~D";
Thence continuing along said northeasterly hne of Arboretum Road, North
64°20’50,, West, 84.00 feet to the be~m.nning of a curve to the fight, having a
radius of 20.00 feet;
Thence leaving said northeasterly line of Arboretum Road (Parcel A, 3148 O.R.
395), the following six (6) courses:
1) Northwesterly and northerly, along said curve, througla a central angle of
86°03’08,, and an arc length of 30.04 feet to the beginning of a reverse curve,
concave to the northwest, having a radius of 1142.00 feet;
2) Northeasterly, along said curve, through a central angle of 17°49’38’, and an
arc length of 355.33 feet;
43361k36054v7 Exhibit A - 3
3) North 03°52’40’’ East, 568.31 feet to the beginning of a curve to the right,
having a radius of 1000.00 feet;
4) Northeasterly, along said curve, through a central angle of 01°12’27’’ and an
arc len~m~h of 21.07 feet;
5) North 11°24’10’, East, 25.80 feet;
6) North 27°23’50’’ East, 22.80 feet to a point hereinafter referred to as Point "E";
Thence continuing along said hne, the following four (4) courses:
1) North 27023’50,, East,
2) North 26027’20,, East,
3) North 36°55’ 10" East,
4) North 44°17’ 10’’ East,
Real;
26.33 feet;
612.57 feet;
71.85 feet;
518.95 feet to said southwesterly hne of E1 Camino
Thence along said southwesterly line of E1 Camino Real, South 45°42’50’’ East,
588.30 feet to a point hereinafter referred to as Point "F";
Said easements for ingress, egress, parking and utilities, described as follows:
(The bearings shown hereon are rotated by 01 °02’ 10" clockwise from Parcel One
bearings shown above)
Parcel One (A):
Beginning at a point hereinabove referred to as Point "A" for Parcel One, said
point also being the True Point of Beginning of this description;
Thence along said southwesterly line of E1 Camino Real, South 45°42’50’’ East,
91.87 feet;
Thence leaving said southwesterly line, South 43°39’48’’ West, 37.80 feet to a
point on the northwesterly line of said Quarry Road (Parcel A, 3148 O.R. 395),
said point being at the beginning of a non-tangent curve, concave to the west,
having a radius 85.00 feet, form said point a radial line bears North 81°55’09"
West;
Thence along the general northwesterly line of said Quarry Road (Parcel A, 3148
O.R. 395), being also the general southeasterly line of said Parcel One
hereinabove described, the following two (2) courses:
1) Northwesterly, along said curve, throu~ a central anne of 47°43’06" and an
arc ieng~.h of 70.79 feet;
2) North 39°38, 15" West, 32.88 feet to the True Point of BeNnning of this
description.
43361236054v7 Exhibit A - 4
Parcel One (t3):
BeNrming at a point hereinabove referred to as Point "B" for Parcel One, said
point being on a non-tangent curve, concave to the north, having a radius of 28.50
feet, from said point a radial line bears North 21035’28,, West, said point also
being the Tree Point of BeNnning of this description;
Thence leaving said point and along the general northeasterly line of Arboretum
Road, as described in that certain Easement for street and roadway purposes, from
The Board of Trustees of the Leland Stanford Junior University to the City of
Palo Alto, recorded June 7, 2002, under Document No. 16304200, Official
Records of Santa Clara County, the following five (5) courses:
1) Westerly and northwesterly, along said curve, through a central angle of
49058’09,, and an arc leng’th of 24.86 feet;
2) North 61°37’19,, West, 80.66 feet;
3) North 63018’04" West, 166.34 feet;
4) North 66024’30,, West, 121.15 feet to the beginning of a curve to the right,
having a radius of 15.00 feet;
5) Northwesterly, along said curve, through a central angle of 58°04’21,, and an
arc length of 15.20 feet to the northeasterly line of said Arboretum Road (Parcel
A, 3148 O.R. 395), being also the southwesterly hne of said Parcel One
hereinabove described;
Thence along said southwesterly hne. South 64020’50" East, 40m2_ feet to the
True Point of BeNnning of this description.
Parcel One (C):
Beginning at a point hereinabove referred to as Point "C" for Parcel One, said
point also being the Tree Point of Beginning of this description;
Thence leaving said point and along the general northeasterly line of Arboretum
Road, as described in that certain Easement for street and roadway purposes, from
The Board of Trustees of the Leland Stanford Junior University to the City of
Palo Alto, recorded June 7, 2002, under Document No. 16304200, Official
Records of Santa Clara County, the following six (6) courses:
1) North
2) South
3) North
4) North
66020, 10" West, 12.01 feet;
41 °20’ 16" West, 5.74 feet;
64036’08,’ West, 104.33 feet;
57002’58,, West, 19.67 feet;
5) North 63057, 12" West, 165.94 feet;
6) North 26002’48" East, 2.76 feet to the northeasterly line of said Arboretum
Road (Parcel A, 3148 O.R. 395), being also the southwesterly hne of said Parcel
43361k36o54~,7 Exhibit A - 5
One hereinabove described;
Thence along said southwesterly line, South 64°20’50,, East, 303.31feet to the
True Point of Beginning of this description.
Parcel One (I3):
Be=~aning at a point hereinabove referred to as Point "D" for Parcel One, said
point also being the True Point of Beginning of this description;
Thence leaving said point and along the general northeasterly line of Arboretum
Road, as described in that certain Easement for street and roadway purposes, from
The Board of Trustees of the Leland Stanford Junior University to the City of
Palo Alto, recorded June 7, 2002, under Document No. 16304200, Official
Records of Santa Clara County, the following four (4) courses:
1) South 26°02’48’’ West, 2.59 feet;
2) North 63°57, 12" West, 4.04 feet;
3) North 71°54’04,, West, 25.46 feet;
4) North 65°20’40,, West, 44.70 feet to a point, said point being the most easterly
comer of Sand Hill Road, as described in that certain Easement for street and
roadway purposes, from The Board of Trustees of the Leland Stanford Junior
University to the City of Palo Alto, recorded June 7, 2002, under Document No.
16304199, Official Records of Santa Clara Count-3,;
-Thence leaving said comer and along the general northeasterly hne of said Sand
Hill Road (Doc. No. 16304199), the following two (2) courses:
1) North 65°20’40’’ West, 52.73 feet to the beNnning of a curve to the right,
having a radius of 25.00 feet;
2) Northwesterly, along said curve, throu~h a central angle of 47028’56’’ and an
arc length of 20.72 to the most southerly comer of said Sand Hill Road, as
described in that certain Easement for street and roadway purposes, from The
Board of Trustees of the Leland Stanford Junior University to the City of Palo
Alto, recorded October 11, 2000, under Document No. 15418966, Official
Records of Santa Clara County;
Thence leaving said comer and along the general southeasterly line of said Sand
Hi!l Road ~oc. No. 15418966), said comer being at the beNnning of a non
tangent curve, concave to the northeast, having a radius of 25.00 feet, from which
a radial line bears North 72"08’ 16" East, the following fourteen (14) courses:
1) Northwesterly, along said curve, through a central angle of 36°03’00" and an
arc length of 15.73 feet to the beNnning of a reverse curve, concave to the west,
having a radius of 978.00 feet;
43361k36054v7 Exhibit A - 6
2) Northerly, along said curve, through a central angle of 07°54’02" and an arc
len~h of !34.86 feet;
.3) North 10017’ 14~’ East, 328.46 feet;
4) South 79042’46,, East, 12.50 feet;
5) North 10°17, 14" East, 41.23 feet;
6) South 79°42’46,, East, 11.55 feet;
7) North 10°17, 14" East, 85.26 feet to the beNnning of a non-tangent curve,
concave to the northeast, having a radius of 25.00 feet, from which a radial line
bears North 12028, 17" East;
8) Northwesterly and northerly, along said curve, through a central angle of
87048’57,, and an arc lengxh of 38.32 feet;
9) North 10°17, 14" East, 166.93 feet;
10) South 79042’46,, East, 8.50 feet;
!1) North 10°17’14,, East, 17.30 feet;
12) North 79042’46’, West, 8.50 feet;
13) North 10°17’14,, East, 75.89 feet;
14) North 13°43’15,, East, 20.90 feet to the westerly line of said Parcel One
hereinabove described;
Thence along the general westerly line of said Parcel One, the following four (4)
courses:
I) South 03o52’40" West, 556,15 feet to the beNnning of a curve to the right,
having a radius of 1142.00 feet;
2) Southwesterly, along said curve, througla a central angle of 17°49’38,, and an
arc length of 355.33 feet to the beNnning of a reverse curve, concave to the
northeast, having a radius of 20.00 feet;
3) Southeasterly, along said curve, throu~ a central angle of 86003’08,, and an
arc length of 30.04 feet;
4) South 64020’50,, East, 84.00 feet to the True Point of Beginhing of this
description.
Parcel One (E):
Beginning at a point hereinabove referred to as Point ’¢E" for Parcel One, said
point also being the Tree Point of Beginning of this description;
Thence leaving said point and along the general southeasterly line of Sand Hill
Road (Doc. No. 15418966), the following thirteen (13) courses:
1)North 79°42’46" West, 1.97 feet;
2)North 10017, 14" East, 54.95 feet;
3)South 79°42’46" East, 1.50 feet;
4)North 10°17’14" East, 46.92 feet;
5)South 79°42’46" East, 13.00 feet to the beNnning of a curve to the left, having
43361k36054v7 .Exhibit A - 7
a radius of 2.50 feet;
6) Northeasterly, along said curve, through a central angle of 90o00’00" and an
arc len=~h of 3.93 feet;
7) North 10017, 14" East, 20.96 feet to the beNnning of a non-tangent curve,
concave to the south, having a radius of 44.50 feet, from which a radial line bears
South 10005’02,, East;
8) Easterly, along said curve, through a central angle of 13009’03’, and an arc
len=~la of 10.21 feet;
9) North 15°12’29,, East, 45.33 feet to the beg-inning of a non-tangent curve,
concave to the northeast, having a radius of 44.50 feet, form which a radial line
bears North 30029’ 15" East;
10) Northwesterly, along said curve, through a central angle of 29°03’27" and an
¯ arc leng~th of 22.57 feet;
11) North 59032’42,, East, 9.50 feet to the begirming of a non-tangent curve,
concave to the east, having a radius of 35.00 feet, from which a radial line bears
North 59032’42,, East;
12) Northeasterly, along said curve, through a central angle of 50046’39,, and an
arc leng~da of 31.02 feet to the beNnning of a compound curve, concave to the
southeast, having a radius of 960.00 feet;
13) Northeasterly, along said curve, through a central angle of 26037’38,, and an
arc length of 446.14 feet to the northwesterly line of said Parcel One hereinabove
described;
Thence along the general northwesterly line of said Parcel One, the following
three (3) courses:
1) South 36055, 10" West, 14.78 feet;
2) South 26027’20" West, 612.57 feet;
3) South 27°23’50" West, 26.33 feet to the True Point of BeNnning of this
description.
Parce! One (F):
BeNnning at a point hereinabove referred to as Point "F" for Parcel One, said
point also being the Tree Point of Beginning of this description;
Thence leaving said point, the following thirteen (13) courses:
1) South 40°34’21" East, 51.33 feet to the beginning of a curve to the right,
having a radius of 25.00 feet;
2) Southwesterly, westerly and northwesterly, along said curve, through a central
anne of 181005’53,, and an arc length of 79.02 feet to the beginning of a
compound curve, concave to the northeast, having a radius of 200.00 feet;
3) Northwesterly, along said curve, through a central angle of 11°15’38,, and an
arc lengnh of 39.31 feet;
4) South 61047, 10" West, 30.00 feet;
43361k36054v7 Exhibit A - 8
5) South 28°12’50’’ East, 69.90 feet to the beginning of a curve to the right,
having a radius of 25.00 feet;
6) Southwesterly, along said curve, through a central angle of 72°30’00" and an
arc length of 31.63 feet;
7) South 45°42’50’’ East, 70.00 feet to the beginning of a non-tangent curve,
concave to the south, having a radius of 25.00 feet, from which a radial line bears
South 45°42’ 50" East;
8) Easterly and southeasterly, along said curve, through a central angle of
72°30’00,, and an arc length of 31.63 feet;
9) South 63°12’50,, East, 54.34 feet;
¯ 10) North 26°47’10,, East, 30.00 feet to the beginning of a non-tangent curve,
concave to the northeast, having a radius of 80.00 feet, from which a radial line
bears North 26047, 10" East;
11) Northwesterly, along said curve, through a central angle of 19°49’26,, and an
arc length of 27.68 feet to the beginning of a compound curve, concave to the
southeast, having a radius of 25.00 feet;
12) Northeasterly, easterly and southeasterly, along said curve, through a central
angle of 170°42’32’’ and an arc length of 74.49 feet;
13) South 52°40’52,, East, 39.57 feet to the southwesterly line of said E1 Camino
Real;
Thence along said southwesterly line, North 15°42’50,, West, 223.14 feet to the
True Point of Beginning of this description.
Parcel Two:
Beginning at a point on the Northwesterly line of Quarry Road at the most
Easterly comer of that certain 4.000 acre parcel of land described in that certain
Memorandum of Lease by and between The Board of Trustees of the Leland
Stanford Junior University, Lessor, and Old Barn Associates, Lessee, dated as of
March 1, 1961 and recorded May 23, 1961 in the Office of the Recorder of the
County of Santa Clara, State of California, in Book 5175 of Official Records at
page 624; thence from said point of beginning leaving said line of Quarry Road,
on and along the Northeasterly line of said 4.000 acre parcel, North 73°08’56’’
West 372.06 feet; thence leaving said line North 16051’04" East 655.78 feet to a
point in the Southwesterly line of Arboretum Road (120 feet in width); thence
along said line South 65023’00’’ East 403.67 feet; thence on the arc of a curve to
the right with a radius of 25.00 feet, through a central angle of 87°09’15’’, an arc
distance of 38.03 feet, to a point in the said Northwesterly line of said Quaro,
Road; thence along said line South 21°46’15,, West 576.44 feet to the point of
be~nning.
Together with Parcel Two, easements for ingess, egess, parking and utihties,
described as follows:
43361B6054v7 Exhibit A - 9
(The bearings shown hereon are rotated by 01o02, 10" clockw~,ise from Parcel Two
bearings shown above)
BeNnning at a point on the northwesterly line of Quarry Road, as described in the
Easement Deed, from The Board of Trustees of the Leland Stanford Junior
University to the City of Palo Alto, recorded February 13, !957 in Book 3729 of
Official Records of Santa Clara County at Page 7, at the most easterly comer of
that certain 4.000 acre parcel of land, described in that certain Memorandum of
Lease by and between The Board of Trustees of the Leland Stanford Junior
University, Lessor, and Old Barn Associates, Lessee, dated March 1, 1961 and
recorded May 23, .1961 in Book 5175 of Official Records of Santa Clara County
at Page 624;
Thence leaving said northwesterly line of Quarry Road, along the northeasterly
line of said 4.000 acre parcel (5175 O.R. 624), North 72°06’46’’ West, 372.06 feet
to the most westerly comer of Parcel B, as described in that certain Lease
Ageement between The Board of Trustees of the Leland Stanford Junior
University, Lessor, and Saks & Company, Lessee, dated August 1, 1962 and
recorded August 16, 1962 in Book 5687 of Official Records of Santa Clara
County at Page 268;
Thence leaving said comer and said northeasterly hne, along the northwesterly
line of said Parcel B (5687 O.R. 268), North 17°53’14’i East, 655.78 feet to a
point hereafter referred to as Point "A", said point also being the most northerly
comer of said Parcel B (5687 O.R. 268);
Thence along the northeasterly line of said Parcel B, South 64°20’50" East,
243.77 feet to a point hereafter referred to as Point "B";
Said easements for ingess, egess, parking and utilities, described as follows:
(The bearings shown hereon are rotated by 01°02’ 10" clockwise from Parcel Two
bearings shown above)
Parcel Two (A):
BeNnning at a point hereinabove referred to as Point "A" for Parcel Two, said
point also being the Tree Point of BeNnning of this description;
Thence along the prolongation of said northwesterly line of said Parcel B (5687
O.R. 268), North 17°53’ 14" East, 7.93 feet to the southwesterly line of Arboretum
Road, as described in that certain Easement for street and roadway purposes, from
The Board of Trustees of the Leland Stanford Junior University to the City of
Palo Alto, recorded June 7, 2002, under Document No. 16304200, Official
Records of Santa Clara County;
43361236054v7 Exhibit A - 10
Thence along the general southwesterly line of said Arboretum Road (Doc. No.
16304200), the following three (3) courses:
1) South 64°18’41,, East, 192.98 feet to the beginning of a curve to the right,
having a radius of 5.00 feet;
2) Southeasterly, along said curve, through a central angle of 67°41’59" and an
arc length of 5.91 feet;
3) South 03°23’18’, West, 5.01 feet to the northeasterly line of said Parcel B
(5687 O.R. 268);
Thence along said northeasterly line, North 64o20’50" West, 198.43 feet to the
True Point of Beginning of this description.
Parcel Two
Beginning at a point hereinabove referred to as Point "B" for Parcel Two, said
point being at the beginning of a non-tangent curve, concave to the south, having
a radius of 15.00 feet, from said point a radial line bears South 35028’56,, East,
said point also being the True Point of Beginning of this description;
Thence along the general southwesterly hne of Arboretum Road, as described in
that certain Easement for street and roadway purposes, from The Board of
Trustees of the Leland Stanford Junior University to the Cit3’ of Palo Alto,
recorded June 7, 2002, under Document No. 16304200, Official Records of Santa
Clara County, the following three (3) courses:
1) Northeasterly, along said curve, .through a central angle of 61°06’42" and an
arc lengch of 16.00 feet;
2) South 64022, 14" East, 124.52 feet to the beginning of a curve to the right,
having a radius of 31.00 feet;
3) Southeasterly, along said curve, through a central angle of 41035’58,, and an
arc length of 22.51 feet to the said northeasterly line of said Parcel B (5687 O.R.
268);
Thence along said northeasterly hne of said Parcel B, North 64020’50" West,
158.24 feet to the True Point of Beginning of this description.
Parcel Two (B) contains an area of 1,152 square feet or 0.026 acres, more or less.
And reserving therefrom Parcel Two, an easement for ingress, egress, parking and
utilities, described as follows:
(The bearings shown hereon are rotated by 01°02’ 10" clockwise from Parcel Two
bearings shown above)
43361k36054v7 Exhibit A - 1 !
-.Being a portion of Parcel Two hereinabove described, more particularly described
as follows:
Beg-inning at a point on the northwesterly line of Quarry Road, as described in the
Easement Deed, from The Board of Trustees of the Leland Stanford Junior
University to the City of Palo Alto, recorded February 13, 1957 in Book 3729 of
Official Records of Santa Clara County at Page 7, at the most easteriy corner of
that certain 4.000 acre parcel of land, described in that certain Memorandum of
Lease by and between The Board of Trustees of the Leland Stanford Junior
University, Lessor, and Old Barn Associates, Lessee, dated March 1, 1961 and
recorded May 23, 1961 in Book 5175 of Official Records of Santa Clara County
at Page 624;
Thence leaving said northwesterly line of Quarry Road, along the northeasterly
line of said 4.000 acre parcel (5!75 O.R. 624), North 72006’46,, West, 372.06 feet
to the most westerly comer of Parcel B, as described in that certain Lease
Agreement between The Board of Trustees of the Leland Stanford Junior
University, Lessor, and Saks & Company, Lessee, dated August 1, 1962 and
recorded August 16, 1962 in Book 5687 of Official Records of Santa Clara
County at Page 268;
Thence leaving said comer and said northeasterly line, along the northwesterly
line ofsaid Parcel B (5687 O.R. 268), North 17053, 14" East, 67.52 feet;
Thence leaving said northwesterly hne of said Parcel B, the following twelve (12)
COO!SeS:
1) South 72°06’46’’ East, 42.89 feet;
2) South 17°5Y14’’ West, 0.52 feet to the beNnning of a curve to the left, having
a radius of 7.00 feet;
3) Southeasterly, along said curve, through a centra! angle of 90°00’00" and an
arc len=~h of 11.00 feet;
4) South 72006’46,, East, 122.24 feet;
5) North 63°!4’01,, East, 16.32 feet;
6) South 72006’46,, East, 69.57 feet;
7) South 17053, 14" West, 6.47 feet to the beginning of a curve to the left, having
a radius of 5.00 feet;
8) Southeasterly, along said curve, through a central angle of 90000’00,, and an
arc leng~dq of 7.85 feet;
9) South 72006’46,, East, 84.85 feet to the be~rming of a curve to the left, having
a radius of 20.00 feet;
10) Northeasterly, along said curve, through a central angle of 36035, 18" and an
arc len=~.h of !2.77 feet;
1!) North 71017’56,, East, 21.43 feet to the beginning of a curve to the left,
having a radius of 22.00 feet;
!2) Northeasterly, along said curve, through a central angle of 30034’54,, and an
43361136054v7 Exhibit A - 12
arc length of 11.74 feet to said northwesterly line of Quarry Road (3729 O.R. 7);
Thence along said northwesterly line of Qua-ry Road, South 22°48’25" West,
86.16 feet to the point of BeDnning.
Parcel Three:
BeNnning at a point on the Northwesterly line of Quarry Road (60.00 feet in
width) at the most Easterly coruer of that certain 4.000 acre parcel of land,
described in that certain Memorandum of Lease by and between The Board of
Trustees of the Leland Stanford Junior University, Lessor, and Old Barn
Associates, Lessee, dated as of March 1; 196! and recorded May 23, 1961 in the
Office of the Recorder of the County of Santa Clara, State of California, in Book
5175 of Official Records at page 624; thence leaving said line of said Quarry
Road and along the Northeasterly line of said 4.000 acre parcel North 73°08’56’’
West 372.06 feet to the true point of beNnning of the parcel to be described;
Thence from said true point of beNnning North 73008’56’’ West along the
Northeasterly line of said 4.000 acre parcel and along its Northwesterly
prolongation 830.64 feet to a point on a line parallel with and 71.00 feet
Southeasterly of the Southeasterly line of Willow Road (71.00 feet in width), as
described in that certain deed to the City of Palo Alto recorded in the office of the
Recorder of the Count?, of Santa Clara, California, in Book 3148 of Official
Records of Santa Clara County at page 395; thence along said parallel line North
47017’25’’ East 413.76 feet to an angle point in the right-of-way line of Willow
Road as described in said deed to the City of Palo Alto, said angle point being at
the beNnning of a curve; thence along the Southeasterly line of the right-of-way
of Willow Road (142.00 feet in width), along the arc of a tangent curve to the left,
having a radius of 1142 feet, through a central angle of 18043’33’’, a distance of
373.24 feet to a point of reverse curvature; thence along the arc of a reverse curve
to the ri~t, having a radius of 20.00 feet, through a centra! angle of 86°03’08", a
distance of 30.04 feet to a point on the Southwesterly line of Arboretum Road
(120.00 feet in width); thence along said Southwesterly line South 65023’00’’ East
469.41 feet; thence leaving said Southwesterly line South 16°51"04’’ West 655.78
feet to the true point of beNnning.
Together with Parcel Three, easements for ingress, egress, parking and utilities,
described as follows:
(~Fne bearings shown hereon are rotated by 01 °02’ 10" clockwise from Parcel
Three bearings shown above)
Beginning at a point on the northwesterly hne of Quarry Road, as described in the
Easement Deed, from The Board of Trustees of the Leland Stanford Junior
University to the Cit?, of Palo Alto, recorded Februar3, 13, 1957 in Book 3729 of
Exhibit A - 13
Official Records of Santa Clara Count?, at Page 7, at the most easterly comer of
that certain 4.000 acre parcel of land, described in that certain Memorandum of
Lease by and between The Board of Trustees of the Leland Stanford Junior
University, Lessor, and Old Barn Associates, Lessee, dated March !, 1961 and
recorded May 23, 1961 in Book 5175 of Official Records of Santa Clara County
at Page 624;
Thence leaving said northwesterly line of Quarry Road, along the northeasterly
line of said 4.000 acre parcel (5175 O.R. 624), North 72006’46,, West, 372.06 feet
to the most southerly comer of that certain parcel of land, described in that certain
Memorandum of Lease between The Board of Trustees of the Leland Stanford
Junior Universit?,, Lessor, and Federated Department Stores, Inc., Lessee,
recorded March 29, 1971 in Book 9271 of Official Records of Santa Clara County
at Page 255;
Thence leaving said southerly comer and along the southwesterly line of said
Federated Department Stores parcel (9271 O.R. 255), North 72o06’46,, West,
830.63 feet to the most westerly comer of said lands (9271 O.R. 255), said comer
hereafter referred to as Point "A";
Thence along the northwesterly line of said lands (9271 O.R. 255), the following
three (3) courses:
1) North 48o19’35" East, 413.76 feet to the begi~ng of acurve to the left,
having a radius of 1142.00 feet;
2) Northeasterly, along said curve, through a central angle of 18043’33,, and an
arc length of 373.24 feet to the beNnning of a reverse curve, concave to the
southeast, having a radius of 20.00 feet;
3) Northeasterly,. along said curve, throu~ a central angle of 86003’08,, and an
arc length of 30.04 feet to the northeasterly line of said lands (9271 O.R. 255);
Thence along said northeasterly line, South 64o20’50" East, 186.38 feet to a point
hereafter referred to as Point "B";
Said easements for ingress, egress, parking and utilities, described as follows:
(The bearings shown hereon are rotated by 01 °02’ 10" cloclc~,ise from Parcel
Three bearings shown above)
Parcel Three (A):
BeNnning at a point hereinabove referred to as Point "A" for Parcel Three, said
point also being the Tree Point of BeNnning of this description;
Thence along the said prolongation line of said northeasterly line of that certain
4.000 acre parcel of land (5175 O.R. 624), North 72006’46,, West 28.50 feet to
43361k36054v7 Exhibit A - 14
the southeasterly line of Sand Hill Road as described in that certain Easement for
street and roadway purposes, from The Board of Trustees of the Leland Stanford
Junior University to the City of Palo Alto, recorded June 7, 2002, under
Document No. 16304199, Official Records of Santa Clara County;
Thence along the general southeasterly line of Sand Hill Road, the following four
(4) courses:
1) North 48°19’38" East, 390.08 feet to the be~rming of a curve to the left,
having a radius of 1139.00 feet;
2) Northeasterly, along said curve, through a central anne of 20°02’40,, and an
arc length of 398.47 feet to the beNnning of a reverse curve, concave to the
southeast, having a radius of 25.00 feet;
3) Northeasterly and easterly, along said curve, through a central angle of
87"30’ 19" and an arc leng~ of 38.18 feet to the southwesterly line of Arboretum
Road (Doc. No. 16304199);
4) South 64°12’43,, East, 31.00 feet to the most westerly comer of Arboretum
Road, as described in that certain Easement for street and roadway purposes, from
The Board of Trustees of the Leland Stanford Junior University to the Cit-y of
Palo Alto, recorded June 7, 2002, under Document No. 16304200;
Thence along the general southwesterly line of Arboretum Road (Doc. No.
16304200), the following two (2) courses:
1) South 64012’43,, East, 122.98 feet to the beginning of a curve to the right,
having a radius of 10.00 feet;
2) Southeasterly, along said curve, through a central angle of 55039’07" and an
arc length of 9.71 fegt to said northeasterly line of said lands (9271 O.R. 255);
Thence along said northeasterly hne, the following two (2) courses:
1) North 64°20’50,, West, 131.23 feet to the beNnning of a curve to the left,
having a radius of 20.00 feet;
2) Southwesterly, along said curve, through a central angle of 86°03’08" and an
arc length of 30.04 feet to a point on the northwesterly hne of said land (9271
O.R. 255), said point.also being at the be=~ming of a reverse curve, concave to
the northwest, having a radius of 1142.00 feet;
Thence along said northwesterly hne, the following two (2) courses:
1) Southwesterly, along said curve, through a central angle of 18°43’33,’ and an
arc len~h of 373.24 feet;
2) South 48019’35,’ West, 413.76 feet to the True Point of Beginning of this
description.
Parcel Three (B):
43361k36054v7 Exhibit A- 15
Begirming at a point hereinabove referred to as Point "B" for Parcel Three, said
point being at the beNrming of a nonrtangent curve, concave to the south, having
a radius of 26.50 feet, from said point a radial line bears South 26°32’38,, East;
said point also being the Tree Point of BeNrming of this description;
Thence along the general southwesterly hne of Arboretum Road (Doc. No.
16304200), the following three (3) courses:
1) Northeasterly, along said curve, througah a central anne of 27°33’24" and an
arc length of 12.75 feet;
2) South 66051’52’’ East, 166.25 feet;
3) South 23°04’22,’ West, 15.16 feet to said northeasterly line of said lands (9271
O.R. 255);
Thence along said northeasterly hne, North 64020’50,, West, 176.66 feet to the
Tree Point of Begirming of this description.
Reserving therefrom Parcel Three, an easement for in~ess, egess and utilities,
described as follows:
(The bearings shown hereon are rotated by 01 °02’ 10" clockwise from Parcel
Three bearings shown above)
Being a portion of Parcel Three hereinabove described and a portion of the lands
of The Board of Trustees of the Leland Stanford Junior University, more
particularly described as follows:
Be~nning at a point on the northwesterlyline of Quarry Road, as described in the
Easement Deed, from The Board of Trustees of the Leland Stanford Junior
University to the City of Palo Alto, recorded February 13, 1957 in Book 3729 of
Official Records of Santa Clara County at Page 7, at the most easterly comer of
that certain 4.000 acre parcel of land described in that certain Memorandum of
Lease by and between The Board of Trustees of the Leland Stanford Junior
University, Lessor, and Old Barn Associates, Lessee, dated March 1,196! and
recorded May 23, !961 in Book 5175 of Official Records of Santa Clara County
at Page 624;
Thence leaving said northwesterly line of Quan3, Road, along the northeasterly
line of said 4.000 acre parcel (5175 O.R. 624), North 72006’46’, West, 372.06 feet
to the most westerly comer of Parcel B, as described in that certain Lease
Ageement between The Board of Trustees of the Leland Stanford Junior
University, Lessor, and Saks & Company, Lessee, dated Augmst 1, 1962 and
recorded August 16, 1962 in Book 5687 of Official Records of Santa Clara
County at Page 268, said comer being also the True Point of BeNnning of this
description;
Exhibit A - 16
Thence leaving said corner and continuing along said northeasterly line of said
4.000 acre parcel and along its northwesterly prolongation, North 72006’46,,
West, 859.14 feet to the southeasterly line of Sand Hill Road, as described in that
certain Easement for street and roadway purposes, from The Board of Trustees of
the Leland Stanford Junior University to the City of Palo Alto, recorded June 7,
2002, under Document No. 16304199, Official Records of Santa Clara County;
Thence along said southeasterly line of Sand Hill Road, North 48019’35" East,
155.66 feet to the beginning of a non-tangent curve, concave to the east, having a
radius of 35.00 feet, from which a radial line bears South 72040’32,, East;
Thence leaving said southeasterly hne of Sand Hill Road, the following twenty-
four (24) courses:
I) Southwesterly and southerly, along said curve, througah a central angle of
56005, 10" and an arc length of 34.26 feet;
2) South 38°45’42,, East, 16.51 feet to the beginning of a curve to the left, having
a radius of 217.00 feet;
3) Southeasterly, along said curve, through a central angle of 33 ~1 04 and an
arc len~h of 126.31 feet;
4) South 72006’46,, East, 230.39 feet to the begirming of a curve to the right,
having a radius of 15.00 feet;
5) Southeasterly, along said curve, through a central angle of 36°52, !2" and an
arc length of 9.65 feet to the beginning of a reverse curve, concave to the
northeast, having a radius of 10.00 feet;
6) Southeasterly, along said curve, through a central angle of 36052, 12" and an
arc len~h of 6.44 feet;
7) South 72006’46,, East, 44.80 feet to the beginning of a curve to the left, having
a radius of 15.00 feet;
8) Easterly, along said curve, through a central angle of 22032’44,, and an arc
lengh of 5.90 feet;
9) North 09°16’53’"East, 4.57 feet;
10) North 59028’35,, East, 5.76 feet;
11) South 72006’46,, East, 48.14 feet;
12) South 17°53’14,, West, 0.97 feet to the beginning of a curve to the left, having
a radius of 13.00 feet;
13) Southerly and southeasterly, along said curve, through a central angle of
90°00’00" and an length of 20.42 feet;
!4) South 72006’46,, East, 3.11 feet;
15) South 17°53’14,, West, 2.00 feet;
16) South 72006’46,, East, 72.33 feet to the beginning of a curve to the left,
having a radius of 15.00 feet;
17) Easterly, along said curve, through a central anne of 18°29’16,, and an arc
len~,m.h of 4.84 feet;
18) North 89023’58,, East, 4.90 feet to the beNnning of a curve to the right,
43361L36054v7 Exhibit A - 17
having a radius of 10.00 feet;
19) Easterly, along said curve, through a central angle of 14°39’46’’ and an arc
Iength of 2.56 feet;
20) South 75°56’ 16" East, 104.55 feet to the be=m_nning of a non-tangent curve,
concave to the northeast, having a radius of 15.00 feet, from which a radial line
bears North 71°49, 15" East;
21) Southeasterly, along said curve, through a central anne of 57°45’31" and an
arc length of 15.12 feet;
22) South 75°56’ 16" East, 25.98 feet to the be~Nnning of a cur~e to the left,
having a radius of 22.50 feet;
23) Northeasterly, along said curve, throu~ a central angle of 46027’00,, and an
arc length of 18.24 feet;
24) South 75°56’ 16" East, 24.75 feet to said northwesterly line of said Parcel B
(5687 O.R. 268);
Thence along said northwesterly line of said Parcel B, South 17°53’14,, West,
64.61 feet to the True Point of BeNnning of this description.
Parcel/Four:
Be~,~ming at a concrete highway monument set on the Southwesterly line of E1
Camino Real (State Highway) opposite EnNneer’s Station 18 + 15.24 (District IV,
Santa Clara County, Route 2, Section A), as said Southwesterly line was
established in that certain Final Order of Condemnation entered in the Superior
Court of the State of California, in and for the County of Santa Clara in that
certain Action entitled (The People of the State of California acting by and
through the Department of Public WorM, Plaintiff, vs. The Board of Trustees of
the Leiand Stanford Junior University; et al, Defendant, Case No. 39384), a
Certified Copy of which order was filed for record in the Office of the Recorder
of the County of Santa Clara, State of California, on July 7, 1930 in Book 520 of
Official Records, page 571, said monument being distant along the said
Southwesterly line of E1 Camino Real, South 46° 45’ East 101:52 feet from the
point of intersection thereof with the center line of Quarry Road, 60.00 feet in
width, running thence from said concrete highway monument North 46° 45’ West
and along the said Southwesterly line of E1 Camino Real, for a distance of 101.52
feet to the point of intersection thereof with the center line of Quarry Road
running thence along the center line of Quarry Road, South 42° 37’ West 1064.44
feet; thence continuing along the center line of said Road on the arc of a curve to
the left with a radius of 330.00 feet, through a central angle of 23° 00’, an arc
distance of 132.47 feet; thence continuing along the center line of said road, South
19° 37’ West 477.00 feet; thence leaving said center line South 70° 23’ East 30.00
feet to the point on the Southeasterly property line of Quarry Road (60 feet wide)
said point also being the true point of beginning of the herein described Parcel of
land.
43361k36054v7 Exhibit A - 18
Thence from said true point of begirming and along the said Southeasterly line of
Quarry Road, Southwesterly, along the arc of a tangent curve to the right from a
tangent which bears South 19° 37’ West, with a radius of 2120.00 feet, through a
central angle of 1° 43’ 45" for an arc length of 63.98 feet to a point of reverse
curvature, a radial line through said point bears South 68° 39’ 15" East; thence
along the arc of a tangent curve to the left with a radius of 25.00 feet through a
central angle of 86° 43’ 45" for an arc lengh of 37.84 feet to a point on the
Northeasterly line of Arboretum Road (120 feet wide); thence along the last said
Northeasterly line South 65 ° 23’ 00" East 114.00 feet; thence leaving the last said
line North 24° 37’ 00" East 147.69 feet; thence North 70° 23’ West 148.28 feet to
a point on the aforementioned Southeasterly property line of Quarry Road; thence
along the last said Southeasterly line South 19° 37’ West 47.56 feet to the true
point of beginning.
APN: 142-01-002, 004, 005; 142-03-001,027, 028; 142-04-007
ARB: 142-1-2,4,5,; 142-3-1,27,28; 142-4-7
Exhibit A - 19
E~IT B
Stanford Sand Hill Road Corridor Proiects
Mitigation Monitorin~ Prom’am.
Stanford Shopping Center
43361~36054v7 Exhibit B - 1
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EXHIBIT C
Maintenance Ri_~hts and Obli_~ations
Landscanin_
Arboretum Road from Sand Hill Road to Quarry Road
a. Shopping Center contract with Jensen (2/21/02) [Assig-nee]
Quarry Road from E1 Camino Real to Welch Road
a. North side and median - Shopping Center contract with Jensen (3/21/02)
[Assignee]
b. South side - Stanford responsibilit3, [Stanford]
Sand Hill Road - South Side
a. E! Camino to Vineyard - Shopping Center contract with Jensen [Assignee]
b. Vineyard to Menlo Park bridge - Stanford responsibility [Stanford]
Sand Hill Road - Median
a. E1 Camino to Arboretum - Shopping Center contract with
Jensen [Assignee]
b. Arboretum to Menlo Park bridge - Stanford West Apartments
contract with Jensen [Stanford]
Vineyard Lane
a. Shopping Center contract with Jensen (Stanford Barn maintains
their own parking lot and landscaping) [Assig-nee, except
Barn]
E! Camino Real from Quarry to Sand Hill Road (west side and median)
a. Shopping Center contract with Jensen [Assig-nee]
for Stanford
Traffic Si,o-na! Maintenance (SHR Maintenance Agreement, Section 4)
Stanford shall reimburse the City of Palo Alto for one-quarter of the annual costs of maintenance
of the traffic signals installed at the two intersections of Sand Hill and Stock Farm Roads
(Smt!ford West Apa~nent responsibility) [Stanford] and of Quarry and Palo Roads (Shopping
Center responsibili~.) [Assignee]. Reimbursement shall be determined in accordance with the
armually published City of Palo Alto Electric Utilities Rate Schedule for Signal Maintenance,
(currently identified as Schedule E-16). Payment shall be made in July of each year for the
previous fiscal year.
43361~36054v7 Ext~bit C- 1
Note: All tree maintenance is subject to the ~tidelines found in the Sand Hill Road Corridor
Roadways: Tree Maintenance Manual by Raymond Morneau, dated Spring, 2003.
43361k36054v7 ExNbit C-2