Recording Requested By:
City of Sunnyvale
When Recorded Mail To:
City Clerk
City of Sunnyvale
P.O. Box 3707
Sunnyvale, CA 94088-3707
For the Benefit of:
City of Sunnyvale
Recorded Free
Gov. Code Sec. 27383
(Space above this line for Recorder's Use)
APNs: 110-26-020, 021, 022, 023, 025, 027, 028, 029, 030, 031 Address: 100 and 200 West Caribbean Drive, Sunnyvale, CA 94089
VOLUNTARY IMPROVEMENT, OPERATION AND MAINTENANCE
AGREEM
ENT BETWEEN THE CITY OF SUNNYVALE AND GOOGLE LLC FOR
THE SUNNYVALE WEST CHANNEL IMPROVEMENTS
This Voluntary Improvement, Operation and Maintenance Agreement (“ Agreement”), dated for identification purposes as of ____________________, 2022, is entered into by and between the CITY OF SUNNYVALE, a charter city and municipal corporation of the State of California (herein termed “ CITY”), and GOOGLE LLC, a Delaware limited liability company (herein termed “DEVELOPER”).
RECITALS
WHEREAS, the Santa Clara Valley Water District (“DISTRICT”) is the owner of certain property within the City of Sunnyvale known as the Sunnyvale West Channel (“West Channel”); and
WHEREAS, the CITY and DISTRICT have entered into a Joint Use Agreement, attached hereto as Exhibit A, wherein DISTRICT granted a license to CITY to construct, operate, maintain, repair, replace, and remove improvements along the West Channel including, but not limited to, asphalt concrete surfaced pedestri an and bicycle trails, pedestrian bridges, fencing, and fixtures (trash receptacles, benches etc.), for recreatio nal purposes including n on-motorized bicycling, walking, jogging and hiking activities (“2022 Joint Use Agreement”); and Attachment 5
WHEREAS, on May 12, 2020, the CITY appr oved Planning Application #2017-8042 for DEVELOPER to construct two new office buildings and make other improvements (“ Project”) on an approximately 40.5 acre site within the Sunnyvale located at 140-146 West Caribbean Drive (APN 110-26-027), 1393-1395 Borregas Avenue (APN 110-26-028), 1383 Borregas Avenue (APN 110-26-029), 141 Caspian Court (APN 110-26-031), and 1325 Borregas Avenue (APN 110- 26-030) (“100 Caribbean Property”) and 1330-1338, 1340-1346, 1350, 1360-1368 Bordeaux Drive (APN 110-26-025), 390-394 West Caribb ean Drive (APN 110-26-020), 380-384 West Caribbean Drive (APN 110-26-021), 370-376 West Caribbean Drive (110-26-022), and 360-364 West Caribbean Drive (APN 110-26-023) (“200 Caribbean Property”), which site is bisected by the West Channel; and
WHEREAS, as part of its application to c onstruct the Project, DEVELOPER proposed to widen and naturalize the West Channel between the southern boundary of the Project site and West Caribbean Drive, and to install publicly accessi ble pedestrian and bicy cle paths (including for DISTRICT and DEVELOPER maintenance vehi cles) and bridge crossings (including DEVELOPER utilities), as depicted in Exhibit B and attached hereto; and WHEREAS, Condition GC-13 of the Conditions of Approval provid es, “Building permit plans shall include the proposed improvements for the West Channel as indicated in the planning application noting ‘Under Separate Permit/ SCVWD’ and shall be subject to SCVWD review and permitting”; and
WHEREAS, CITY has the authority under the terms of the Joint Use Agreement with DISTRICT to regulate the terms and conditions for the use and construction of any improvements for recreational purposes along the West Channe l including the cons truction, installation, replacement, repair and maintena nce of any bridges and pedestri an and bicycle lanes for public use; and
WHEREAS, CITY desires to let DEVELO PER place the improve ments on the West Channel to promote sustainable transportation, improve connectivity to the San Francisco Bay Trail and because of the overall positive effect of the improvements on the environment; and WHEREAS, CITY and DEVELOPER now desire to enter into this Agreement to document the terms and conditions allowing DEVELOPER to install certain improvements on the West Channel in accordance with the requirements described herein and to specify responsibility for the maintenance thereof; and
NOW, THEREFORE, in consideration of the re citals and the mutual promises contained herein, CITY and DEVELOPER agree as follows:
DEFINITIONS
DEVELOPER – means Google LLC, a Delaware limited liability company, and its lawful successors or assigns.
CITY – means the City of Sunnyvale, a charter city and municipal corporation of the State of California, and includes the duly elected or appointed officers, agents, employees and volunteers of the City of Sunnyvale, individually or collectively.
Attachment 5
DISTRICT – means the Santa C
lara Valley Water Di strict, a California Special District created by the California Legislature, and includes the duly elected or appointed officers, agents, employees and volunteers of District, individually or collectively.
Improvements – means, without limitation, those certain improvements more particularly described and depicted on Exhibit B attached he reto (and on Exhibits to subsequent amendments or supplements hereto) and incorp orated herein by this reference, as such Improvements may be replaced, rebuilt, or otherwise substantially improved.
Premises – means the property owned by DISTRICT between the southern boundary of the Project site and West Caribbean Drive, upon wh ich CITY has a license to construct, operate, maintain, repair, replace and remove improvements for recreational purposes, including pedestrian trails and pedestrian bridges, and to permit public acc ess, pursuant to the Joint Use Agreement between the CITY and DISTRICT.
Maintenance, Monitor and Maintain – means, except as used in the "Insurance Provisions" of this Agreement, the inspection, monitoring, and maintenance of the Improvements.
Project – means the Project approved by Sunnyva le City Council on May 12, 2020 (File #2017-8042) for a Major Moffett Park Special Deve lopment Permit affec ting a 40.5 acre site identified at that time as 360 W. Caribbean Drive (now 100 and 200 W. Caribbean Drive), Google LLC (applicant and owner).
EFFECTIVE DATE AND TERM
The effective date of this Agreement is the effective date of the 2022 Joint Use Agreement between the CITY and the DISTRICT. This Agreemen t shall remain in effect for the life of the Project, or upon such earlier date of termination as CITY and DEVELOPER may mutually agree, or upon termination or expirati on of the Joint Use Agreement between CITY and DISTRICT, whichever is earlier.
SCOPE OF USE OF THE PREMISES
1. DEVELOPER is not authorized to place Improvements other than those which are the subject of this Agreement without first obt aining written authorizations and required permits from CITY and DISTRICT. It is anticipated that from time to time, this Agreement may be amended to include additional Improvements in accordance with all applicable requirements.
2. DEVELOPER represents that the CITY has been or will be provi ded copies of all plats and diagrams depicting the location of each of the DEVELOPER’s Improvements which are the subject of this Agreement.
3. CITY hereby enters into this Agreement with DEVELOPER, subject to the reservations, covenants and conditions herein contained, for DEVELOPER to construct and install the Improvements within the Premises located within the corporate limits of the CITY.
4. The construction and installation of th e Improvements shall be accomplished without cost or expense to CITY and shall be subject to the written approval of CITY's Engineer.
Attachment 5
DEVELOPER’s activities with respect to the Improvement s shall not endanger personnel or property, or unreasonably obstruct travel on any trail, walkway or other access thereon within said Premis
es.
5. DEVELOPER can provide and CITY can accept, the construction of improvements provided pursuant to this Ag reement under applicable laws. The funding or construction of improvements provided pursuant to this Agreement is not a gift to any specific individual. CITY is aware and acknowledges that DEVELOPER may be a vendor and/or lobbyist employer, and DEVELOPER employees may be registered lobbyists. This Agreement shall not prevent DEVELOPER from supplying products or services to the City.
6. This Agreement does not authorize use of any property other than the Premises.
Any use of any other CITY or DISTRICT property shall require a separate agreement.
7. This Agreement is not a grant by CITY of any property interest and is made subject and subordinate to the prior and continuing right of CITY and DISTRICT and their assigns to use all the Premises in the performance of their duti es, including, but not limit ed to, public use as a recreational trail, flood protection, water resource management, and stream stewardship, together with appurtenances thereof, and with right of ingress and egress, along, over, across and in said Premises; and DEVELOPER shall ha ve a duty to remove and/or relocate the Improvements, as applicable, within the Reasonable Timeframe set forth in Section 19 of this Agreement , and at DEVELOPER’s own expense (except as otherwise provided herein), in order to accommodate such uses. The grant of rights in this Agreemen t is made subject to all easements, restrictions, conditions, covenants, encumbrances and claims of title which may affect the Premises, and it is understood that DEVELOPER, at its own cost and expense, shall obtain such permission as may be necessary consistent with any other existing rights. Notwithstanding the foregoing, CITY shall notify DEVELOPER of any othe r existing rights which would interfere with or impede DEVELOPER's construction and installation of the Improvements when this information becomes available.
8. DEVELOPER shall pay a one-time ag reement fee in the amount of $1,432.00.
DEVELOPER shall pay any other re quired fees for permit review and construction inspection at the time of issuance of any permit in accordance with CITY's then current Master Fee Schedule.
9. The construction and installation, of the Improvements by DEVELOPER shall be performed in accordance with all applicable fe deral, state and local laws, including, without limitation (i) zoning laws, construction code s and CITY's and DISTRICT’s Standard Specifications and Details, as the same may exist now, or be hereafter amended or revised, (ii) any supplements to or revisions of this Agreement, and (iii) any requirements imposed by DISTRICT for the protection of their resources and facilities. Nothing in this Agreement prevents CITY from establishing additional or stricter conditions (even with respect to the matters specified in those sections), and requiring DEVELOPER to comply with the same, provided that such conditions do
not require the removal or re location of the Improvements upon less time than the Reasonable Timeframe set forth in Section 19 of this Agreement, except for emergency and safety conditions that require immediate response. In the event of a conflict among applicable codes and standards, the most stringent code or st andard, as determined in the reasonable judgment of the CITY Engineer, shall apply.
Attachment 5
CONSTRUCTION STANDARDS
10. DEVELOPER shall construct and install th e Improvements so as not to endanger or interfere with improvements CITY or DISTRICT shall deem appropriate to make, or to interfere in any manner with the Premises or legal rights of any adjacent property owner or to unnecessarily hinder or obstruct pedestrian or bicycle traffic. DEVELOPER shall install all the Improvements in strict conformance with the plans and drawings approved in writing by CITY and shall not install the Improvements, equipment or fixtures where they will interfere with any existing gas, electric, telephone, telecommunications, water, sewer or other utility facilities or obstruct or hinder in any manner any other entity's use of the Premises. Any and all public property or private property that is disturbed or damaged by DEVELOPER during the construc tion and installation of the Improvements shall be promptly repaired by DE VELOPER to a condition equal to or better than that which existed prior to the damage.
11. Any contractor or subcontractor used for the construction or installation of the Improvements shall be properly licensed under the laws of the State of California and all applicable local ordinances and each contractor or subcontractor shall have the same obligations with respect to its work as DEVELOPER would have under this Agreement and applicable law as if the work were performed by DEVELOPER. DEVELOPER shall be responsible for ensuring that the work of contractors and subcontractors is performed consistent with this Agreement and applicable law, shall be responsible for all acts or omissions of contractors or subcontractors and shall implement a quality control program to ensure that the work is properly performed. This Section 11 is not meant to alter tort liability of DEVELOPER to third parties, if any, under applicable law.
MAINTENANCE AND OPERATION
12. DEVELOPER agrees to maintain, replace and/or repair the Improvements so as to keep them in a good and safe condition, normal wear and tear excepted, and free from any nuisance from the date of CITY’s acceptance in writi ng of the completion of the construction and installation of the Improvements, which acceptan ce shall not be unreasonably delayed or denied, and for the Term of this Agreement.
13. Except as otherwise modified below, DEVELOPER agrees to perform the following CITY maintenance and operation oblig ations under the 2022 Joint Use Agreement between CITY and DISTRICT related to operati on and maintenance of the Joint Use Premises, attached hereto as Exhibit A and incorporated by reference:
a. Section (4), Prohibited Uses of Trail.
b. Section (5), Trash and Litter Removal.
c. Section (6), Vegetation Management.
d. Section (7), Graffiti Removal.
e. Section (10), Removal or Relocation of City Improvements. f. Section (11), Water Level Fluctuations.
Attachment 5
g. Section (12), Signage.
h. Section (13), Bird Nesting Season.
i. Section (14), Maintenance and Repair.
14. Pursuant to Section (15) of the 2022 Joint Use Agreement, DISTRICT is not responsible for any damages to the Improv ements caused by DISTRICT’s maintenance, construction, or reconstruction activities, or from its water management or flood protection facilities on or near the Premises, including without limitation any flood flows or inundation of the West Channel onto the Premises. DEVELOPER sh all be responsible for any damage to DISTRICT’s, CITY’s, or DEVELOPER’s improvements or structures resulting from the public’s use of the Premises.
15. DEVELOPER acknowledges that DISTRICT has a right under Section (17) of the 2022 Joint Use Agreement to terminate the 2022 Joint Use Agreement after providing CITY with at least 180 days prior written no tice of its intent to terminate the 2022 Joint Use Agreement. If DISTRICT provides notice of such intent to te rminate, DEVELOPER shall, at the request of DISTRICT, be responsible for removal of the Improvements within the Reasonable Timeframe set forth in Section 19.
16. DEVELOPER acknowledges that, as provided in Section (18) of the 2022 Joint Use Agreement, CITY retains full control and authority to restrict, control, regulate, and/or supervise the use of the Premises for public recreation purpo ses, and to take any measure that CITY deems appropriate for the health and safety of users of the Premises, subject to the conditions and restrictions in the 2022 Joint Use Agreement, including without limitation DISTRICT’s right to regulate public access to perform DISTRICT activities in conn ection with its flood protection obligations, pursuant to Section (10) of the 2022 Joint Use Agreement, that reasonably necessitates full or partial temporary closure of the pedestrian trails and pedestrian bridges within the Premises.
DEVELOPER acknowledges the nature of DISTRICT’s and CITY’s respective rights in Section (19) and (20) of the 2022 Joint Use Agreement.
17. Should DEVELOPER fail to maintain the Premises as required by this Agreement, CITY may give DEVELOPER notice of such failure. If DEVELOPER fails to commence cure of such failure within ten (10) business days of CI TY’s notice, and thereafter diligently prosecute such cure to completion, CITY may perform such work and shall be reimbursed by DEVELOPER within thirty (30) calendar days after demand ther efor; provided, however, that if such failure by DEVELOPER creates or could create an emergency, CITY may immediately commence cure of such failure and shall thereafter be entitled to recover the costs of such cure from DEVELOPER.
NO OWNERSHIP INTEREST CREATED
18. No use of the Premises under this Agreement shall create or vest in DEVELOPER any ownership or other interest in Premises, streets or any other pr operty or interest of CITY or DISTRICT.
Attachment 5
REMOVAL AND RELOCATION
19. If DISTRICT requires any of the Improve ments to be removed or relocated pursuant to the Real Property License Agreement by and between DEVELOPER and DISTRICT, DEVELOPER shall notify CITY and remove or relocate, as applicable, the Improvement(s) at its own expense within the commercially reasonable timeframe prescribed in writing by DISTRICT, factoring in the time required to obtain fina l approval for any such re moval or relocation from DISTRICT, CITY and state/federa l agencies, as applicable, in cluding but not limited to any required environmental review under the California Environmental Quality Act (“ Reasonable Timeframe”). If removal or relocation of the Improve ments, including vege tation installed by DEVELOPER, requires mitigation under the Ca lifornia Environmental Quality Act, DEVELOPER will be responsible for all costs required to fulfill any required mitigation responsibilities.
OTHER AGENCY PERMITS
20. DEVELOPER shall be responsible for securing and paying for, any necessary permits, licenses, or approvals required for the Improvements from third parties, including DISTRICT, the Regional Water Quality Control Board, and/or the California Department of Fish and Wildlife.
PERFORMANCE BOND
21. Prior to the issuance of an encroachment permit, DEVELOPER shall provide CITY with a performance bond naming CITY as oblig ee in an amount equal to one hundred percent (100%) of the value of the work to be perform ed by or on behalf of DEVELOPER within and affecting the Premises to guarantee and a ssure the faithful performance of DEVELOPER’s obligations under this Agreement. After expiration of the notice and cure period set forth in Section 17 of this Agreement, CITY shall have the right to draw against the performance bond in the event of a default by DEVELOPER or in the event that DEVELOPER fails to meet and fully perform any of its obligations. The form of the performance bond shall be reasonably approved by the CITY. The performance bond shall remain in full force until the work to be performed is complete, inspected and accepted by the CITY Engineer and is released by CITY.
DAMAGE TO IMPROVEMENTS ON PUBLIC PROPERTY
22. DEVELOPER shall be responsible for any damage to DISTRICT or CITY facilities, street pa vements, existing utilities, curbs, gut ters, sidewalks and all other public or private improvements due to DEVELOPER’s cons truction and installation of the Improvements and shall repair, replace and restore, in kind, said damaged improvements at its sole expense. Any premature deterioration of surface and subsurface improv ements caused directly by the construction or installation of the Impr ovements by DEVELOPER which results from DEVELOPER’s negligent acts or omissions, sh all be the responsibility of DEVELOPER.
DEVELOPER shall complete all necessary repairs within thirty (30) calendar days of notification by the CITY Engineer, or later if reasonably required in coordina tion with DISTRICT and/or the CITY Engineer. If DEVELOPER fa ils to make repairs within such timeframe, CITY may have Attachment 5
repairs made with the cost being billed to DEVELOPER. This obligation shall remain for a period of ten (10) years following the end of the term of this Agreement.
RECORDS AND FIELD LOCATIONS
23. DEVELOPER shall maintain accurate plans and specifications of the Improvements. DEVELOPER shall, upon demand of th e CITY Engineer, deliver to the office of the CITY Public Works Department and DISTRICT , free of charge, within fifteen (15) calendar days after such demand, such maps and plans as may be required to s how in detail the exact location, size, depth and description of all the Improvements.
24. DEVELOPER shall also submit the plan to CITY in digital electronic format to the extent available. DEVELOPER shall at its sole cost and expense, expose by potholing to a depth of one foot (1') below the bottom of its subsurface Improvements, within thirty (30) calendar days of receipt of a written request from CITY to do so.
HOLD HARMLESS AND INDEMNIFICATION
25. DEVELOPER shall indemnify, defend (w ith reasonable notice to DEVELOPER and with counsel reasonably acceptable to CITY) and hold harmless CITY, its officers, employees and agents and any successors to CITY's interest from and against any and all claims, demands, losses, damages, liabilities, fines, penalties, ch arges, administrative and judicial proceedings and orders, judgments, remedial actions of any kind, and all costs and cleanup actions of any kind, all costs and expenses incurred in connection ther ewith, including, without limitation, reasonable attorney's fees and costs of defense (collectively, the “Losses”) arising directly or indirectly out of the activities of DEVELOPER described in this Agreement and/or the installation, construction or any relocation or removal unde rtaken by DEVELOPER of th e Improvements. However, DEVELOPER shall not indemnify CITY, its officers, employees and agents and any successors to CITY's interest for Losses arising directly or indirectly, from the CITY's gross negligence or willful misconduct.
26. DEVELOPER shall indemnify, defend (w ith reasonable notice to DEVELOPER and with counsel reasonably acceptable to DISTRICT) and hold harmless DISTRICT, its officers, employees and agents and any successors to DISTRICT’s interest from and against any and all claims, demands, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actions of any kind, and all costs and cleanup actions of any kind, all costs and expenses incurred in connection therewith, including, without limitation, reasonable attorney's fees and cost s of defense (collectively, the “ Losses”) arising directly or indirectly out of the activities of DEVELOPER described in this Agreement and/or the installation, construction or replacement undertaken by DE VELOPER of the Improvements. However, DEVELOPER shall not indemnify DISTRICT, its officers, employees and agents and any successors to DISTRICT’s interest for Losses arising directly or indirectly, from the DISTRICT’s gross negligence or willful misconduct.
27. DEVELOPER, for itself and its successors and assigns, hereby waives all claims and causes of action, whether now existing or here after arising, against CITY or DISTRICT or their officers, agents or employees, for damages, physical or otherwise, to any of the Improvements Attachment 5
covered by this Agreement from any cause whatsoever excluding those arising as a result of the CITY’s or DISTRICT's gross negligence or wi llful misconduct. Under no circumstances shall either party be liable to the other party or ot herwise be responsible fo r any loss of service downtime, lost revenue or profits, or third-party damages.
INSURANCE
28. DEVELOPER shall maintain adequate insu rance during the enti re term of this Agreement against claims for injuries to persons or damages to property which in any way relate to, arise from, or are connected with the in stallation, operation, or maintenance of the Improvements by DEVELOPER, or any entity acti ng on its behalf, and sha ll keep insurance in effect in accordance with the minimum insurance scope the CI TY may set from time to time.
DEVELOPER initially shall maintain in full for ce and effect the insuran ce policies set forth in Sections 29 through 33 below.
29. Worker’s Compensation Insurance: DEVELOPER shall obtain statutory Workers’ Compensation insurance and Employer’s Liability insurance in the amount of One Million Dollars ($1,000,000) per accident.
30. Commercial General Liability/Automobile Liability Insurance/Pollution Liability:
DEVELOPER shall obtain Commercial General Liability insurance including operations, products and completed operations and Automobile Liability insurance in the amount of Two Million Dollars ($2,000,000) per occu rrence. If a general aggregate li mit is used, either the general aggregate limit shall apply separately to the contract or the general aggregate limit shall be Five Million Dollars ($5,000,000). DEVELOPER’s insu rance coverage shall be written on an occurrence basis. DEVELOPER shall also obtain Pollution Liability insurance in the amount of Two Million Dollars ($2,000,000).
31. Acceptability of Insurers: Insurance is to be placed with insurers admitted and duly authorized to transact business under the laws of the State of California and with a current Best Rating of A:VII unless otherwise acceptable to CITY.
32. Verification of Coverage: DEVELOPER may self-insure some or all of the requirements herein (which, for purposes hereof, may include carrying such deductibles as DEVELOPER may elect in its sole discretion). As of the date of this Agreement, CITY has reviewed and is satisf ied that DEVELOPER’s insurance pr ogram is adequate to meet the requirements contained herein. In the even t that DEVELOPER’s se lf-insurance program materially changes during this Agreement, DEVELOPER will notify CITY and such modification will be subject to CITY’s reasonable approval . Original Certificates of Insurance with endorsements shall be received and approved by CITY before work commences, and insurance must be in effect for the duration of this Agreement.
33. Other Insurance Provisions:
a. The CITY and DISTRICT, their officers , officials, employees, agents and volunteers are to be covered and included as additional insureds under DEVELOPER’s commercial general liability insurance.
Attachment 5
b. For any claims related to this project, DEVELOPER’s insurance coverage shall be primary.
c. DEVELOPER shall give a thirty (30) calendar day notice to CITY in the event of cancellation of or reduction in the stipulated insurance coverage. d. It shall be the responsibility of DEVELOPER, or its designated Contractor, to include all subcontractors as insureds under its policies or to ensure that all subcontractors comply with similar insurance requirements that are stated in this Agreement.
ASSIGNMENT
34. DEVELOPER shall not assign, sublet or transfer any interest in this Agreement nor the performance of any DEVELOPER'S obligations hereunder, without the prior written consent of CITY, which shall not be unreasonably withheld, and any attempt by DEVELOPER to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect.
Notwithstanding the foregoing, the prior written consent of CITY sh all not be required for an assignment to a DEVELOPER Affiliate, which mean s any entity that, directly or indirectly, controls DEVELOPER, is under common control with DEVELOPER, or is wholly-owned or controlled by DEVELOPER.
NOTICE
35. All notices to be given in connection with this Agreem ent must be in writing and shall be sufficient if personally delivered or sent by certified or register ed mail, postage prepaid, or national overnight delivery service addressed to the party entitled to receive such notice at the address designated in this Secti on or changed by written notice in accordance with this Section.
Notice shall be effective as follows: (a) when personally delivered to the recipient, notice is effective on delivery; (b) when mailed by certified or registered mail with return receipt requested, notice is effective on receipt if delivery is confirmed by a return receipt; or (c) when delivered by overnight delivery with charges prepaid or charged to the sender's account, notice is effective on delivery if delivery is confirmed by the delivery service:
Attachment 5
To CITY
at: City of Sunnyvale
P.O. Box 3707
City Hall, 456 W. Olive Avenue
Sunnyvale, CA 94088‐3707
Attn: City Engineer
To DEVELOPER at: Google LLC
1600 Amphitheatre Parkway
Mountain View, CA 94303
Attn: REWS Dept/Lease Administration
Parham Khoshkbari
(650) 880‐4495
[email protected]
with a copy to:
Google LLC
1600 Amphitheatre Parkway
Mountain View, CA 94043
Attn:
Legal Department/RE Matters
ENTIRE UNDERSTANDING OF THE PARTIES
36. This Agreement contains the entire understanding between the parties with respect to the subject matter herein. There are no representations, agreem ents or understanding (whether oral or written) between or among the parties relating to the subject matter of this Agreement that are not fully expressed herein. This Agreement may not be amended except pursuant to a written instruction signed by all parties.
SEVERABILITY
37. If any one or more of the covenants or ag reements or portions thereof provided in this Agreement shall be determined to be invalid or otherwise ineffective, the remaining provisions of this Agreement will remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, then such term or provision will be interpreted, construed or reformed to the ex tent reasonably required to render the same valid, enforceable and consistent with the original intent underlying such provision.
AGREEMENT RUNS WITH THE LAND
38. The rights, duties, and obligations in th is Agreement shall bi nd all future owners and future possessors of the 100 Caribbean Property and the 200 Caribbean Property and shall run with the land.
Attachment 5
COUNTERPARTS
This Agreement may be executed in counterparts, all of which executed counterparts shall together constitute a single document.
IN WITNESS WHEREOF, the parties hereto ha ve caused this Agreement to be executed in duplicate.
APPROVED AS TO FORM:
Rebecca Moon
Sr. Asst. City Attorney
"CITY"
CITY OF SUNNYVALE, a California
charter city and municipal
corporation
By:
Charles Taylor Public Works
Director
"DEVELOPER"
DEVELOPER LLC
a Delaware limited liability company
By:
Name:
Its:________________________________
Title
NOTE: ALL SIGNATURES MUST BE NOTARIZED.
Exhibits:
A 2022 Joint Use Agreement
B Improvements
Attachment 5
-13-
ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California )
County of ______________________ )
On _________________________, before me, ,
(insert name of notary)
Notary Public, personally appeared ,
who 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.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
Attachment 5
Exhibit A
-1-
Exhibit A
2022 Joint Use Agreement
Attachment 5
Exhibit B
Improvements
Exhibit B
-1-
Attachment 5