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HomeMy WebLinkAbout0401.092j j I s~ptember 10, 1992 HONORABLE CITY COUNCIL Palo Alto, California j ". ' ...... - 3 AGREEMENTS WITH THE COUNTY OF SANTA ~~ AND LELAND STANFORD JUNIOR UNllERSItX REGAP..DING QUARRY ROAD Members of the Counc i 1 : REPORT IN BRIE[ Stanford University wishes to proceed with the construction of the SChool of Medicine, Psychiatry Building, which is located within an unincorporated area of santa Clara county, and was approved through the County's planning process. In order to expedite construction stanford has requested that the City of Palo Alto assume responsibility from th~ County of santa Clara, for a Quarry Road widening project that was made a condit::'on of approval of the. psychiatry Building project~ For this to happen, the city must sign an aqreement with the County, and in order to protect the city's interests, an agreement between the City and Stanford is also necessary. Staff representatives from the county, city, and University have reached ygreement on the content and _ording for two such agreements. 'fhe purpose of this staff report is to recommend that the city council authorize the Mayor to execute two agreements as follows: 1. Addendum to that Certain Agreement Dated September 18, 1990 by and between the County of Santa Clara and the City of Palo Alto Relating to the Improvement and Maintenance of Quarry Road. 2. Agreement between the City of Palo Alto and the Board of Trustees of the Leland Stanford Ju~ior University Regarding the Improvement of Quarry Road between Welch Road and Arboretum Road, and Providing for the Maintenance thereof. CMR: 401:92 f I; r ! ( ! o BACKGROUND Several months ago, Stanford university i~itiated steps to proceed with the construction of the previously approv~d School of Medicine, Psychiatry BlJildirlg, in the area .PI.djacent to the inte~section or Quarry and Arboretum Roads. As part of the review and approval of the Psychiatry Building, Stanford is required to meet a number of" conditions, one of which is t.o make certain improvements to Quarry Road. While the Psychiatry Bui1.iing and the propcsed improvements to Quarry are locate~ vithin the jurisdictjon of Santa Clara County, the existinq portion of Quarry is located ~ithin the City of Palo Alto l and falls under the City's full jurisdiction concerning operations. enforcement and mair.tenance. FUrthermcre, it is the mutual int,ent of the County, Stanford and the City that the widened portion of Quarry Road, that is associated 'With the Psychiatry Building approval, will be annexed to the city of Palo Alto within the near term futu~e. sinc~ construction of the Psychiatry Building is ready to proceed and will take 12 to 14 months to build, and the QuarrI Road project must still undergo review and approval and will take only 4 to 6 months to build, stanford has proposed: tal that the building project be separated from the roadway project; (b) that Stanford be allowed to proceed no .. with the building proje:ct; and ee) that Stanrord will simultaneously proceed diligently with the design, approval and constr-'.Jction of th~ road-.;ay project. The under­ standing and intent is that the Quarry Road widening project be cOlZlpleted prior to occupancy of the Psychiatry Building. Such an arrangement yould require that the City sign an agreement with the County, whereby the City would take over responsibility from the county for the widening portion of t~e project~ If this were done, the City would sign a second agreement with Stanford University, whereby Stanford would agree to be r~spon5ible fo~ all necessary actions and costs to design and constru=t the Quarry Road liidening project. This arrangement is agreeable to Stanford Unive~sity; and County staff has indicated their willingness to pursue such an arrangement, subject to final approval 0= the County Board of Supervisors. City staff has ~ls~ indicated a willingness to pursue such a~ arrangement, subject to Council approval. Apart trom: assisting Stanford to proceed more expeditiously with the construction of th~ Psychiatry Building, the City has a direct interest in that Quarry Road is a City street; and the City I s interest would be best served, if the City were directly in control of the design and construction of the widening project. CMR:401:92 9110(92 Page 2 AGREEMENT BETWEEN THE CITY .\ff.D COUNTY ThE proposed City/County agreement iz actually an addendum to an existing agreement, dated September 18, 1990, (Attachment 3) between the county of santI Clara and the City of Palo Alto, also related to Quarry Road. The existing agreement ,,'as executed in conjunction with previous: improvements Stanford made to Quarry Road.. The proposed addendum, included as Attachment 1, passes responsibility for the desiqn and construction of the ... idening project from the County to the city. AGREEMENT BETWEEN THE CITY AND STANFQRD The proposed agreement bet~een the City and Stanford university is included as Attacr~ent 2. Th~ agreement req~ires stanford to be r-espom.ible for all necessary actions and costs to design and ccnstruct the Quarry Road widening project. It also addresses the related issues of annexation, easements, and completion of the roadway improvements prior to occupancy of the Psychiatry Euilding. AGREEMENT ApPROVAL PROCEPPRES The teChnical and legal staff of the County, city, and Stanford ha'J"e agreed upon the wor-dinq for the agreementsj and stanford University representatives have signed the city/Stanford agreement. If co~ncil concurs in the execution of these two agree~ents, the City will sign the city/County aqreernent~ The City/County agreement 'Will then go to the county Board of Supervi.sors for its approval. Once the county has signed the City/County agreeroent, ~~e City will sign the city/Stanford agreement~ RECOMMENDATION Staff recommends that the city Cou<1cil authorize the Mayor to execute t~o agreements as follows: 1. Addendum to that certain Agreement Dated SepteMber lS, 1990 by and between th~ County of Santa Clara and the City of Palo Alto Relating to the Improvement and Maintenance of Quarry Road. 2. Agreement between the Cjty of Palo Alto and the Board of Trustees of the Leland Stanford Junior University Regarding the Improvement of Quarry Road between Welch Road and ~boretum Road, and Providing for the H~intcnanca thereof. CMR:401:';2 ~/I0/92 Page 3 ". .. ~ .. o Pespectfully submitted, HARVIN L. CVERWAY KENNETH R. SCHREIBER Director of Planning and Community Environment Chief Transportation Official Assistant City ~anager Attachments: 1~ Addendum to an existing agreement (dated September 18, 1990) between the County of Santa Clara and City of Palo Alto regarding improvp~ents to Quarry Road 2~ Aqreeme.nt between the City of Palo Alto and Stanford University regarding improvements to Quarry Road 3. Existing agreement (dated September 18, 1990) between the ccunty of Santa Clara and City of Palo Alto regarding improvements to ~~arry Road CC: Stanford University (Michiiel Kuntz, Andrew Doty, Susan Herald) Sant~ Clara C~unty (Bob Van Etten, Harrison Tayloe, Rans Bratton) CMR:401:92 9/10;92 Page 4 Al"IACHMEl'iT ADDENDUM TO THAT CERTAIN AGREEMENT DATED SEPTEMBER 18, 19?0 BY AND BETWEEN THE COUNTY Of SANTA CLARA AND THE CITY OF PALO ALTO REl~TING TO TtiE !MPROVE~ENT AND MAINTEN~NCE OF Q~ARRY ROAD This is an addendum to that certain agreement dated September 18, 1990 by and between the County of Santa Clara, referred to as "County,W and the City of Palo Alto, Ieferred to as ~CitYt~ for the improvement and maintenance of Quarry Road. WHEREAS, under the agreement bet~een Cou~ty and City, County consented to City's reouest to widen, improve and mai~tain a portion of Quarry Road, and further consented to City's enforcement of its traffic laws and re9ul~tions thereon; and WHERfAS, the agreement made clear that the ~idening end improvement work would be done for City by the leland St~nford Junior University, hereinafter referred to as nStanford,~ performing under contract with City; End WHEREAS. St~nford thereafter made application to Count~ to develop and corlstruct a psychiatric b'Jilding on its prcperty, which building is tc be located near the intersection Gf C~arry and Arboretum Roads; and WHEREAS, County a~thorized construction of the building by Stanford under conditions detailed in County's Architectural ~nd Site Approval (~SA) dated June 11, 1992, one of ~hich conditions was that Stanford widen Quarry Road between Welch and Arboretum Roads j and WHEREAS, City has now requested that County consent to City's assumption of County's responsibility for the super vi siGn a~a oversight of Stanford's work on Quarry Road; and WHEREAS, City has now also requested that CDu~ty consent to its performance, through ~tanfcrdJ of additional ~idenin~ work o~ Quarry Road fro~ Arboretum Road to a point which is ~pproximately four hundred (400) feet 30utherly of Wel~h Road, .hich 8dditional widening work is more particularly described in Exhibit "A" ~ttached hereto and incorpar~ted by reference; and WHEREAS, City has now further requested that County consent tD City's enfcrcem~nt of City's traffic regulations on thE entIre portio~ of Quarry Road to be widened by Stanford; and WMEREAS, County's staff has preliminarily indicated its _111ingn~ss to recommend that County's Board of Supervisors consent to the three (3) zfcrementioned requested items from City, NOW t THEREFO~f~ the parties herpby agree as follows: ,,------ c 1. Consent County consents to City's supervision and o\lersightor---st'9nford'5 construction work on Quarry Road. In partial consideration for this addendum, County ~aives Sta~ford's performance of condition numbers 7, 6, 9, 11: 12, 13, 14 and 16 as detailed in Exhibit ~B-of County's A3A dated June II, 1992. However, City agrees to require Stanford to construct the bus stop improvements in accordance ~ith the speCifications set forth in County's ASA condition numOer 10. I~ addition, County consents to City's enforcement of City's traffic regulations on the entire pertion of Quarry Road to be .idened by Stanford. 2. ~onitorinQ Proqra lTl. and Bus St.sp Location/Notice Of Compl etlan. (a) Prior to commencement of any construction work, County Shall be given an opportunity to revie~ and approve the construction plans and specifications as the same relate to the location of the bus stop turnout and consistency and consonance with the Road Improvements Mitigation in County's July 30, 1991 Monitoring Program for Stanford's Quarry Road General Plan Amendment. (b) City shall either giVE County written notice of the date that all construction has been completed, or written notiCE that Stanford has posted an acceptable bond and completion agreeme~t with City for the _ark remaining to be constructed. Ttle construction plans and specifications and all notices shall be personally delivered or given by mailing the same by registered or certified mail, postage pre~aidt addressed ~s follows: Cepartment of Planning and Development attn: Rans Bratton, Secretary, ASA Committee 70 West Hedding Street 7th Floor, East Wing San Jose, California 95110 cr to such ether place 35 County may deSignate bi written notice. 3. Indemnificati.on Cj ty shall indemnify, hold harmless, reimburse and defend County from any and all liability, damages, 105s, costs and obligations, including court costs and reasonable attorneys' fees, arising out of any claim, suit, judgment, 10s5 or expense occasioned by, but not limited to, injury or death of any person or persons, or loss cr damage to any property, arising out of the act or O~is5icn of City's Officers, agents, employees, io~ltees or contractors. 4. Costs Notwithstar·ding any ether provision contained in this addendum or the a~reement to which it corresponds, it Is understood that County shall not be responsible fDr any cast or exp~nse associated with the improveme~t and maintenance of Quarry Roac, including, bwt not limited to, construction wor~ and traffic enrcrcement. :~ 5. Entire Agreement This addend~ln and the agree~ent to which it corresponds, constitutes the entire agreement by an~ between the pdrties relative to the improvement and maintenance of Quarry Road. Any other prior or contemporaneous eral or ~ritten agreements by and between the parties or their agents or representati~e5 relative to such construction are revoked and extinguished. IN WITNESS WHEREOF, County and CIty have executed this addendum as follows: county Date: Chair-p~e-rson J Board of Super\l i sors County of Santa Clara City Date: C i tyCTe:"ik City of Palo Alto ATTEST: Clerk, Board of Supervisors RECOMMENDED FOR APPROVAL: FORM AND LEGALITY: CO'L~-C(L hdt/TL41113/5-7 ~ayor, City of Palo AltrJ APPROVED ~S TO FORM: Senior Assistant C~ty Attorneoy • '<.' ' , . r------ I lJiIS WIlL at:' !NCLlOEO IN 1'I1OJ'iOC'l, em" 110' III C<l!JN1Y . ~1.1fQfT OfCWAY~' lEGEM) [=:J etmEIOT fJlS<'ME>JT IAWl'S ~ EASEMENT FOR ~<OHr ....... rOO'.E1' nll<lWJ) / SEP'fE.ElEA _ AcmEEt.£ur OOV€RI:'O t»ol...'f ~ SHORT,IH) ~~A't WJOel!' ..... ------ 9 a? ~ '-~ -V~ 37,11009"' ~ALl'i,(IHr~w~"t tEH AOCAEaJE'NT 19 'to COVE" THIS 'MDEA 4NO lONt".EA ~R()..kC(. ~ .... REp. CIt= EARJER ~CT -I I L ! ~ I ~ I .. . ::; I > I I mtllll! EA!;EME!<r f'a\ O1.IAARY ANOY<1;LCHAOAD'MWMNQ Q U ABBY ROAD WIDENING BIGHT OF WAY EXHIBIT SCALE·" • '!XI I ___ ~_~'_J'. ATTACHMENT 2 AGF-EEMENT IIETWBEN TKE CITY 0" PAl-O Al-TO AND TIm SOARD OF T"RtrSTEES OF TKE LELAND STANFORD JUNIOR ONl:Vl!RSI'l'Y REGARDING TIlE DlPROVEMENT OF QUARRY Ro.~ BBTWEEN WELC1[ ROAD AND AlUIO.RETUH R.OAD I Am> pp.ovmnro FOR THE MAINTENANCE THEREOF THIS AGREEMENT ~ made ano entered into on the ___ day of • 1992, oy the and hetween the City of Palo ~to, a municipal corporation of the State of California taCitya~ and the Board of 'l'rustees of the Leland stanford Junior Universit.y, a body having corporate powers under the laws of t.he. St.at.e of California (I!Stanford·) . JlECIT.A.LS A. Stanford has applied to the Coun~y of Santa Clara {"Countylt) to develop a project (the "Psychiatry Project') on certain lands of Stanford located within the jurisdiction of the County and adjacent to the intersection of Quarry Road and Arboretum Road. As a. condition to approval of the Psychiatry Project, the County is requiring Stanford to widen Q\.'.arry Road (the "Widening project;'}. In order to construct and operate the Psychiatry Project, Stanford must also obtain approval from the City for vehicular access frot!'. t.he Psychiatry Project to Q\>arry Road. B. Most of Quarry Road~ as currently configured, is within the Cityls jurisdiction. although a small portion is within t.he jurisdiction of the County ~ Quarry Road is operated ar.d maintained by the City~ partly under agreement with the Count}'-. City'S property interest in Quarry Road is in the form of roadway easements granted to the City by Stanford. Stanford will gre-_nt a~ additional roadway easement to the City for the portion ~If Quarry Road added by the widening Project. Stanford and the City irt~end to initiate a request to annex all of ~~arry Road, including that portion added by the Widening Project, to the City. c. Stanford has requested that the City assume responsibility for overseeing the Widening: Project in o.r-der to expedite Stanford's ability to construct the Psychiatry project. I.n ordEr to fulfill that request. the City must enter into art agreement with the County and obtain the County's consent f.(l'l" "l'-._~ City to assume responsibility for the project. City ia willing to agree to Stanford's request in considera.tion of the terms and conditions hereinafter set forth; NOW, THEREFORE, the parties hereto do hereby agree as follows: 1. CQunty Agre~m~~~ The City hereby agrees to Seek thg consent of the County to assume responsibility for the Widening Project, and to enter into an agreement with the CO'..lnty pUI:"suant ~ -~- / o thereto. To thi9 end, the City has negotiated an agreement with county staff <thl! "County agreeme:lt·} in the fonn set forth in EXhibit aA·~ attached hereto and incorporated herein by reference. The County agreement is curr~ntly scheduled for approval by the County's Board of SupeI"Visors on __________ , 1992. :2. The widenipg Project. Stanford, at its sole cost and expense, shall design, construct and complete and cause to be inspected~ the Widening project, to the reasonable sati6fa~tion of the City, and to the County~ to the extent set forth in Exhibit -AI". III its Agreement with the County, the City has agre~d to require Stanford to construct the bus stop improvements portio~ of the widening project in accordance with the specifications set forth in Condition Number 10 of the County's Architectural and site Approval (·ASA·)~ dated June 11, 1992. Stanford agrees to fulfill this requirement. As an additional part of the Widening project, Stanford shall develop and provide traffic signal optimization .a:-..-d coordination data for traffic signals in the surr01..mding area far A.M.~ Noon, P.M.~ and off-peak periods. 3. ~lim:L.. During construction of the Widening Project. Stanford and the City shall cooperatively initiate p~oceedin9s to annex the entire Quarry Road, including the portion added by the Widening Project, to the City. Stanford shall pay all fees and engineering and surveying costs req~ired for the annexation process. 4. Easement Upon completion of the Widening Pr~ject. and as a condition to acceptance of the project by City, Stanford shall grant to City a roadway easement for that portion of Quarry Road added by the Widening Proj ect. The easement shall be in substantially the form attached hereto as Exhibit -B-. 5. ~ompletion of ~hg Widening PrQjec_~ Stanford shall complete the Widening Project prior to issuan=e by the County of a certificate of occupancy for the Psychiatry Proj ect. City shall notify the County of completion of the widening Project when the Widening Project is ready for City acceptailce. 6. ~Qld Harmle~ Stanford hereby agrees to defend~ indemnify and hold harmless the City and County~ and the respective legislative bodies~ boards, commissions, officers, emplcyees and agents of each~ from any and all claims for li.ability~ losses or damage arising out cf, or in connection with~ the design, conl!ltruction~ alteration~ maintenance or use of that portion of Ou~rry Road which is the subject of the Widening Project. Stanford's liability under this parag~aph shall not extend beyond the date upon which the City accepts the Widening Proj ect for maintenance, as evidenced by execution of the roadway easement on behalf of the City_ 7. Term of Agreement. If the County Board of Sup~rviBors ha~ not approved the County Agreement by December 31 1 1992, this agreement shall terminatE as of December 31, 1992 and shall thereaf~er be of no further forCE and effect. ) 8. Bnt;'r"" Agreement...:.. 'lnis agreement constitutes the entire agrel?.raent between the parties hereto with respect to the matters referred to herein and shall not be modified or amended except in a writing duly executed by the parties hereto. IN WITNBSS 'WHEREOF ~ CITY and STAN'PORD have executed this Agre~~nt on the day and year written above. THE CITY OF PALO ALTO, a municipal corporation of the State of California Gary Fazzino; Mayor A'lTEST: City Clerk APPROVED AS TO FORM, Senior Asst. City Attorney APPROVED, Assistant City Mallager Director of Planning and Community Bnvironment Chief Transportation Official THE BOILIU) OF TRUSTEES OF ':'HE LELAND STANFORD JUNIOR UNIVERSITY; a body having corporate powers under the laws of the State of C?li~~ia By:~t!t::;:ZZJ Type Name: 12 F "i5-4c~Htrr J Its: V,,-,-r4$,, .. ,t, PI"~"'7 t;!'~f. Attachments: Exhibit -AT (County Agreement form) Exhibit -B" (Easement form) 3 ) ZXJfIBIT -to ~DDENDU~ TO THAT CERTAIN AGREEMENT DATED SEPTEMBER 18, 1990 BY AND BET~EEN THE COUNTY OF SANTA CLARA AND TKE CITV OF PALO ALTO RELATING TO THE IMPROVEMENT AND MAINTENANCE OF QUARRY ROAD This is an addendum to that certain agreement dated September 18, 1990 by and between the County of Santa Clara, referred to as ~County,· and the City of Palo Alto, referred to as ~City,ft for t~e improvement and maintenance of Quarry ~oad. WHEREAS. under the agreement between County and City, County consented' to City's request to 'IIiden, impro .... e and maintail\ a portion of Quarry Road~ 3nd further consented tc City's enforcement of its traffic laws and regulaticns thereon; and WHEREAS, the agreement made clear that the ~ideninQ and improve~ent work would be done for City by the Lel~nd stanford Junior University! hereinafter referred to as "StanFord,· performing under contract ~ith City; and WHEREAS, Stanford thereafter made application to County to develop and con$truct a psycniatric building en its property, y.hich building is to be located near the intersection of Quarry and Arboretu~ Roads; and WHEREAS, County authorized construction of the building by Stanford under conditions detailed in County's Architectural and Site Approval (ASA) dated June 11, 1992, one of which conditions was that Stanford widen Quarry Road between Welch and Arboretum Roads; and WHEREAS) City has now requE5ted that County consent to City 's assumption of Co~nty's responsibility for the supervision and OverSight of Stanford's work on Quarry Road; and WHEREAS, City has no~ also requested that County consent to Its perfcrmance, through Stanford. of additional ~idening ~ork on Quarry Road from Arboretum Road to a pcint w~ich is approximatel~ four hundrea (400) feet southerly of Welch Road, which additlonal widening work is more particularly described in Exhibit "~~ attached hereto and incorporated by reference; and WHEREAS, City na5 no~ further requested that County consent to City!s enfcrcement of City's tr~ffic regulations on the entire portion of Quarr~ Road to be ~idened by Stanfordj and WHEREAS, County1s stafF has prelimirarily indicated its willinQness to recommend that Co~nty's Board of Super~isQrs consent to the three ()) aforementioned requested items from City, NOW, THEREFORE, the parties hereb~ agree a5 follo~s: ~~ ---~.-.~.~.-' ---,----,-- o 1. Consent Cc~nty con5ents to City's supervi5icn and ol/arsight~~f Stanford rs construction work an. Quarry R~ad. In partial consideration for this addendum, County waives St~nford's t)erformance of condition numbers 7, 8, 9, II, 12, 13, 14 ilncJ 16 as detailed in Exhibit ~e~ of County's ASA dated June 11, 19?2. ~c~e~er, City agrees to reQuire Stanr~rd to construct t~e bus stop improvements in accordance with the specifications set forth in County's ASA condition number 10. In addition, County con~e~t5 to CIty's enforcement of City's traffic regulations on the er::re portion of Qua~ry Road to be ~idened by Stanford. 2. ~o~ltoring Program and B~s Step Location/Notice of Completion (a) Prior to commencement of any construction work, County shall be given an opportunity to review and approve the construction plans and specifications as the same relate to the location of the bus stop turnout and consistency and co~sonance with the Road I~provements Mitigation in County's July· 30, 1991 Monitoring Program for Stanford's Quarry Road General Plan Amendment. (b) City shall either give County writt~n notice of the date that all construction has been completed, or ~ritten notice that Stanford has posted an acceptable bond and completion agreement with City for the work remaining to be ccnstructed~ The construction plans and specifications ~nd all notices shall be personally delivered or given by mailing the same by registered or certified mail, postage prepaid, addressed as fol1o~s· Department of Planning and Development attn: Rans Bratton, Secretary, ASA Committee ~O ~est Hedding street 7th Floor, East Wing San Jose) California 95110 0: to such other place as County rna~ designate b~ ~ritten n~tice~ 3. Indemnification City shall ir,demnify, hold harmless, rel~bur$e and defend County from any and all liability, damages, loss, costs and obligations, including court costs and reasonable attorneysf fees, arising out of any claim, suit, judgment, loss or expense occasioned by, but not limited to. injury or de~th of any person or persons, or loss or damage to ~ny property, arising out of the act or omission of City's officers, agents, employees, In~itees or contractors. ~. Costs Not~ithstanding any other provision contained in this a!:1dendumor the agreement to whicll it corresponds, it is understood that County shall not be responsible for an~ cost or e.pense associated with the improvement and maintenance of Quarry Road, including, but nDt limited te, constru~ticn ~:rk and traffic enforcement~ J 5. ~~.F~_ement This adderlClUm and the dgreemer"lt to which it corresponds, constitutes the entire ~Qreement by and between the parties relatIve to the improvement and maintenance of Quarry Road. Any other prior or cont~mporaneous oral or written agreements by and bet~een the parties or their agents or representatives relative to such construction are revoked and extinguished. IN WITNESS WHEREOF, County a~d City have executed this addendum as fOllows: County Date: Chairperson, Board of Supervisors County of Santa Clara City Date: City Clerk City of Palo Alto ATTEST: Clerk, Soard of Supervisors RECOMMENDED FOP APPROVAL: APP hdtlTL4/113/5_7 Mayor, City of Palo Alto APPROVED AS TO FORM: Senior Assj st a~Ci ty------­ Attorney J EXHIBIT B This document is recorded for the benefit of the City of palo Alto and is entitled to be recorded free of charge in accordance with Section 6103 qf the Gqvernment Code. After Recordatio~, mail to: REAL ESTATE DIVISION 250 Hamilton Ave., Palo ~tO, CA 94301 THIS EASEMENT is made and entered into as of , by and between THE BOARD OF TRUSTEES OF THE LELAND STk~FORD JUNIOR u~IVERSITY. a body having corporate powers uuder the laws of the State of California (~Grantor·) and THE CITY OF PALO ALTO ( II Grant.ee" ) . WIT N E SSE T R: 1. For valuable consideration paid by Grantee, receipt whereof is hereby acknowledged, Grantor does hereby grant and convey unto Grantee, its successors and assigfis an easement (the -Easement-: for street and roadway purposes over and across the parcels of the lands of Grantor situated in the City of Palo ~to, County of Santa Clara, State of California and more particularly described in Exhibit A attached hereto and incorporated herein by this reference. The Easement shall include a non-exclusive right to install. maintain and operate over ~ across and under the aforesaid parcels of property pipes, poles conduits, wire and appurtenant facilities necessary or useful in the transmission and furnishing of electricity. gas, water. telephone, telegraph and ot.her public utility services; provided, however, that. any facilities installed by Grantee pursuan~ to this grant shall not interfere with or impede the-use cf any property or facilities clf Grantor. 2 _ Grantor shall not be responsible n')T have an:r liability (or any inspection, maintenance or repair of the Easement parcels or any improvements or landscaping thereon. 3 ~ Grantor reserv-es the right to install and maint.ain private utility lines,. conduits and other utility equipment and facilities on the Easement property, silbject to compliance -.. .."ith all applical:;le governmental requirements, includin3 obtaining necessary permits and approvals, provided that Grantor shall not interfere 'With or impede the UEe of any property or facilities of Grantee. 4. Upon non-use of the Easement for the purposes described in Paragraph 1,. over and across either or both of the afort!said parcels for a period of t",·o consecutive years, all right, titl~ and interest of Grantee,. its successors and assigns, in and under this Easement over and across the parcel or parcels not so used Rha-.ll revert to Grantor, its successors and assigns; provided .'." o that Grantor shall give Grantee 'Written notice that, due to non~ t.l.se, thE" Easement 0= portion thereof will terminate pursuant to this Paragraph on a dat.; not less than one h'J.ndred twenty (120) days after the date of th~ notice. Grantee may dispute the termination of the Ease..'1'tent 0r porticn thereof by ,,, .. ritte:;. notice to grantor given prior to the termination date specified in Grantor's notice. If the parties are unable to resolve s'uch dispute, the issue may be resolved by a court having j~risdiction. 5. Grantee shall indemnify and save ha~nUess Grantor and its tr~stees, officers, directors, agents and employees, from and against any and all ~oss, damage. liability, expense, claim or demand of whatsoever character, direct or consequential r inclu.ding, but without thereby limiting the generality of" the fcregoing, icjuries to persons and damage to p::-operty arising out of the exercise of Grantee or any af its agents, contractors or employees of any right granted hereunder~ excluding any loss~ damage, liability~ expense~ claizr. or deIl'"and that results from the active negligence or willful misconduct of Grantor or Grantor's agents or employees. IN WITNESS WH:EREOF ~ the 'Ca:rties hereto have executed this instrument by proper persons thereunto duly authorized as of the da}~ and year first above written. GRANTOR, THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNlVERSIT"11 a body having corporate powers under the laws of the State of California By' _______________ _ Its: Approved as to form: THE CITY OF PALO AI.TO By'.------- Type Name , _______ _ Its: --------~ -~- • J ATTACHMENT 3 L<L __ R-E E M E If ':r THIS AGREEMENT, entered into this __ day of S.p 1 a !9iiQ 1990, by and between the county of Santa clara, a politicai subdivision of the state of C~lifornia ("county") and the City of Palo Alto~ a municipal corporation of the State of C.:'.l ifornia ("City"): • I T N E SSE T H: WHEREAS, the city owns, vithin its corporate limits, a public street, known as Quarry Road; and WHEREAS, the city desires to widen and improve, or to cause to be widened and improved, said Quarry Road, such impr-ove­ ments to include, but not be limited to widening to accommodate on~ addi tiona! approach lane in the east bound direction at the Quarry/Arboretum intersection, a planting strip and a sidewalk: and WHEREAS, the widened portion of Quarry Road will extend outside the corporate limits of the City, and into unincorporated jurisdiction of the County; and WHEREAS I Secti':lns 5115-5117 of the Streets and Highw"ays Code require that the Count)· consent to such construction 'Work on roads~ or portions thereof, ~ithin its political jurisdiction; and w~EREAS, Section 2U05 of the ve~icle Code requires that the County consent to the City's enforcement of city traffic regulations ~n roads, or portions thereof, within county jurisdic­ tion; and WHEREAS, the County is willing to give its consent in consideration tot the terms and conditions he~einafter set forth; NOW, THEREFORE, the parties hereto do hereby agree as folloW's: l~ ~onsent~ The county hereby gives its consent to the city to widen and improve, and to enforce city 1 s traffic la~s and regulations ~n and within, Quarry Road, the 'Widened portion of which will be outside the corporate limits of City and within the political jurisdiction of County~ It is understood and agreed ,t.hat the constJUction work to be done pursuant 'to this agreement shall be performed by or under contract to Stanford University. 2. Kaintena!J..£e...:... The city shall be responsjble for maintaining Quarry Road, and specifically, that widened portion of Quarry Road 'Within the political jurisdiction of County. in a safe 1 . " . ,. ,-~: o condition, and in accordance with generally recognized standards tor the maintenance of city streets. 3. Hold Harmless. The City hereby agrees to de~end, indemnify and hold harmless the county of Santa Clara, its Board of Supervisors, boards, commissions, officers, employees and agents fl:0tll any and all claims for liability, losses or damage arising out of, or alleged to arise out of, or in connection vith, the d~sign, construction, alteration, maintenance or use of Quarry Road. 4. ~o Cost to County, The .... ork to be done pursu5.nt to this agreement, including traffic enforcement, construction and the continuing maintenance of Quarry Road, shall be done at no cost to the county~ The parties hereto have eXecuted and year first hereinabove written. this agreement the day A~\~ \ .0 Clerk of Said Board DONAl.P M. RArNS APPROVED AS TO FORM: ~ d...,. W. c....o-.-<-- city Attorney swc7/31/90bCc 2 Cnai r--r-son,Board of Supervisors . iLk{ ?!:ljuc.! __ _ k Susan."1e Wilson Ma~Of Palo Alto , .&M.- Mike Cobb (