Loading...
HomeMy WebLinkAboutOrdinance 297 Garrod Development AgreementORDINANCE NO. 297 AN ORDINANCE ADOPTING A DEVELOPMENT AGREEMENT FOR Garrod Trust Property at 22600 MT. EDEN ROAD (APNs 503-11-008 and 009; 503-10-044,065 and 067; and 503-74-001, 002, 003, and 004) THE CITY COUNCIL OF THE CITY OF SARATOGA DOES ORDAIN AS FOLLOWS: Section 1. Findings. The City Council finds and declares as follows: 1. The City of Saratoga has received applications from the Garrod Trust ("Owner") for 22600 Mt. Eden Road (APNs 503-11-008 and 009; 503-10-044, 065 and 067; and 503-74-001, 002, 003 and 004) for the annexation of approximately 68 acres of real property contiguous to the City of Saratoga (the territory); and concurrent with annexation, the territory, together with all adjacent Garrod Trust Lands (APN 503-12-001) already inside the City boundary, consisting of 51 acres ("Principal Property"), shall become restricted by a Land Conservation (Williamson Act) Contract, be made subject to a Development Agreement (with conforming status determination), and an Agricultural Preserve/Open Space (AP/OS) Overlay Zoning District, and a Conditional Use Permit (as part of the "integrated annexation proceedings" at 22600 Mount Eden Road). The foregoing actions are described as the "Project;" 2. Development of the Property in accordance with the terms of this Agreement will result in rational comprehensive planning and foster predictability, certainty, economy and efficiency in future land use planning; 3. The attached Development Agreement specifies its duration, the permitted uses of the property, the density or intensity of use, the maximum height and size of proposed buildings, and provisions for reservation or dedication of land for public purposes; 4. This Development Agreement is consistent with the objectives, policies, general land uses and programs contained in the City's General Plan; 5. This Development Agreement is compatible with the uses authorized in, and the regulations prescribed for, the Hillside Residential ("HR") zoning district and the Agricultural Preserve - Open Space ("AP -OS") overlay zoning in which the Principal Property is located and with the Williamson Act Contract currently on the Principal Property; 6. This Development Agreement is compatible with the uses authorized in, and the regulations prescribed for, the Residential -Open Space ("R -OS") zoning district and the Agricultural 1 Preserve -Open Space ("AP -OS") overlay zoning as to which the Annexation Property has been pre -zoned and with the Williamson Act Contract currently on the Annexation Property; 7. This Development Agreement is in conformity with the public convenience, general welfare and good land use policies; indeed, the Development Agreement will serve as a public benefit, in that there will be a reservation or dedication of land for public purposes (including trails and restrooms), which are specified herein as Section 3.2.1 as required under Government Code Section 65865.2; 8. This Development Agreement will not be detrimental to the health, safety and general welfare in that the Project will proceed in accordance with the conditions of approval for the Project adopted by the City Council; 9. This Development Agreement will not adversely affect the orderly development of property or the preservation of property values in that the Project will be consistent with the City's General Plan and Zoning Ordinance; and 10. This Development Agreement was considered and recommended for approval by the Planning Commission at a duly noticed public hearing on June 27, 2012 and approved by the City Council at a duly noticed public hearing on August 15, 2012. Section 2. Adoption and Implementation. A. The City Council hereby adopts the Development Agreement attached hereto as Exhibit A. B. In accordance with Government Code section 65865.1 the parties to the Development Agreement shall review the Applicant' s compliance with the Development Agreement at least every 12 months, at which time the Applicant, or successor in interest thereto, shall be required to demonstrate good faith compliance with the terms of the Development Agreement. If, as a result of such periodic review, the City Council finds and determines, on the basis of substantial evidence, that the Applicant or successor in interest thereto has not complied in good faith with terms or conditions of the Development Agreement, the City Council may terminate or modify the Development Agreement. C. The uses, structures and site coverage authorized by the attached Development Agreement and the Conditional Use Permit approved by the City Planning Commission on June 27, 2012 shall for the term of the Development Agreement be subject only to the rules, regulations, and official policies governing permitted uses of the land, governing density, and governing design, improvement, and construction standards and specifications, in force at the effective date of this ordinance or as otherwise provided by said Development Agreement. Except as otherwise provided in the Development Agreement, in subsequent actions applicable to other uses, structures, and site coverage of the property the City may apply new 2 rules, regulations, and policies and may deny or conditionally approve any subsequent development project application on the basis of such existing or new rules, regulations, and policies. D. In the event that state or federal laws or regulations, enacted after this Development Agreement has been entered into, prevent or preclude compliance with one or more provisions of the Development Agreement, such provisions of the Development Agreement shall be modified or suspended as may be necessary to comply with such state or federal laws or regulations. Section 3. Severance Clause. The City Council declares that each section, sub -section, paragraph, sub -paragraph, sentence, clause and phrase of this ordinance is severable and independent of every other section, sub -section, paragraph, sub -paragraph, sentence, clause and phrase of this ordinance. If any section, sub -section, paragraph, sub -paragraph, sentence, clause or phrase of this ordinance is held invalid, the City Council declares that it would have adopted the remaining provisions of this ordinance irrespective of the portion held invalid, and further declares its express intent that the remaining portions of this ordinance should remain in effect after the invalid portion has been eliminated. Section 4. Publication. This ordinance shall be published once in a newspaper of general circulation of the City of Saratoga within fifteen days after its adoption. [The Remainder of This Page is Intentionally Blank] 3 The foregoing ordinance was introduced at the regular meeting of the City Council of the City of Saratoga held on the 15th day of August, 2012, and was adopted by the following vote following a second reading on the 5th day of September, 2012: AYES: Council Member Manny Cappello, Emily Lo, Howard Miller, Vice Mayor Jill Hunter, Mayor Chuck Page NOES: None ABSENT: None ABSTAIN: None ATTEST: Crystd'. Morrow City Clerk MAYOR, CITY OF SARATOGA, CAL ORNIA IAD w DATE: 61/161///i0 �2 APPROVED AS TO FORM: Richard Taylor CITY ATTORNEY 4 RECORDING REQUESTED BY ) AND WHEN RECORDED, RETURN TO ) ) ) City of Saratoga 13777 Fruitvale Avenue Saratoga, CA 95070 Attention: City Manager Exhibit E (Space Above This Line for Recorder's Use Only) Exempt from recording fee per Gov. Code § 27383 DEVELOPMENT AGREEMENT FOR COOPER-GARROD WINERY AND GARROD FARMS EQUESTRIAN FACILITY BETWEEN CITY OF SARATOGA AND GARROD TRUST Effective: September 5, 2012 TABLE OF CONTENTS RECITALS 6 FINDINGS AND DETERMINATIONS 8 ARTICLE I 9 DEFINITIONS 9 1.1. Defined Terms 9 1.2. Terms Defined in Applicable City Regulations 11 ARTICLE II . 11 EFFECTIVE DATE; TERM 11 2.1. Effective Date; Term Commencement 11 2.2. Term . 11 ARTICLE III 12 GENERAL REGULATION OF USES ON PROPERTY 12 3.1. Uses of Property; Control of Uses 12 3.2. Applicable City Regulations 13 3.2.1. Determination of conformity and Interpretation of Effect 13 3.2.2. Future City Regulations 22 3.2.3. Regulation for Health and Safety . 23 3.2.4. Construction Codes 23 3.2.5. Conflict with Laws of the United States, the State of California, or other Governmental entities 23 3.3. City Fees and Exactions 24 3.3.1. City Development or Use Fees and Exactions 24 3.3.2. City Application fees 25 GARROD TRUST DEVELOPMENT AGREEMENT Page 2 3.3.3. Review and Processing of City Approval .25 ARTICLE IV 26 INDEMNITY; INSURANCE 26 4.1. Garrod Trust Indemnity 26 4.2. Liability Insurance 26 4.3. Workers Compensation Insurance 27 4.4. General Requirements for Insurance 27 4.5. Mutual Release . 28 ARTICLE V 28 EVENTS OF DEFAULT; REMEDIES; ATTORNEYS' FEES; CERTIFICATES 28 5.1. Events of Default ) 8 5.2. Remedies 29 5.2.1. Judicial Proceeding to Challenge Termination 30 5.3. Waiver .. 30 5.4. Litigation Fees and Expenses 30 5.5. Limitations on Liability of City Officials . 31 5.6. Estoppel Certificate 31 ARTICLE VI 32 AMENDMENT AND TERMINATION 32 6.1. Amendment or Cancellation 32 6.2. Certain Actions Not an Amendment 32 ARTICLE VII 33 NOTICES 33 GARROD TRUST DEVELOPMENT AGREEMENT Page 3 7.1. Procedure 33 7.2. Change of Notice Address 34 ARTICLE VIII 34 WARRANTIES AND REPRESENTATIONS OF GARROD TRUST 34 8.1. Specific Warranties and Representations 34 8.1.1. Organization and Standing 34 8.1.2. Authority 34 8.1.3. Title to Garrod Trust Land 34 8.1.4. Conflicts 35 8.1.5. No Conflict with Orders 35 8.1.6. Litigation 35 8.1.7. Hazardous Material 36 ARTICLE IX 36 COVENANTS RUNNING WITH THE LAND 36 9.1. Covenants Run With The Land 36 ARTICLE X 37 MISCELLANEOUS 37 10.1. Negation of Partnership 37 10.2. Approvals 37 10.3. Not a Public Dedication 38 10.4. Severability 38 10.5. Exhibit and Appendices 38 10.6. Entire Agreement 38 GARROD TRUST DEVELOPMENT AGREEMENT Page 4 10.7. Construction of Agreement 39 10.8. Mitigation of Damages 39 10.9. Further Assurances; Covenant to Sign Documents 40 10.10. Covenant of Good Faith and Fair Dealing 40 10.11. Governing Law 40 10.12. References; Terminology 40 10.13. Indemnity Obligations . 41 10.14. Provisions With Respect to Surviving Obligations and Continuing Effectiveness of Agreement 41 10.15. Garrod Trust Reimbursement or Advance Deposit 41 10.16. Interest on Past Due Amounts 42 10.17. Signature Pages 43 10.18. Time . 43 Exhibit 1: Garrod Trust Lands 44 Exhibit 2: Trails to be Dedicated on Garrod Trust Lands 45 GARROD TRUST DEVELOPMENT AGREEMENT Page 5 DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SARATOGA AND GARROD TRUST THIS DEVELOPMENT AGREEMENT (the "Agreement") is made and entered into effective this 5th day of September, 2012, by and between the CITY OF SARATOGA, a municipal corporation in the State of California ("City"), and GARROD TRUST, a California TRUST ("Garrod Trust"). RECITALS This Agreement is entered into on the basis of the following facts, understandings and intentions of the City and Garrod Trust (collectively "the Parties"): A. Government Code Sections 65864 through 65869.5 ("Development Agreement Legislation") authorize the City to enter into development agreements in connection with the permitted uses, and the density, and intensity of such uses, of real property within its jurisdiction. The Development Agreement Legislation is best served through a liberal construction so as to not unduly restrict the City from working with a private landowner; in fact "the statement of legislative purpose in Section 65864 encourages the creation of rights and obligations early in a project to promote public and private participation during planning...." Santa Margarita Area Residents v. San Luis Obispo County (2000) 84 Cal.App.4th 221, 228. Furthermore, Government Code Section 65864(c) has been held to support the concept that "the scope of development agreements need not be limited to freezing land use rules... but can include other promises between the municipality and the developer." Mammoth Lakes Land Acquisition v Town of Mammoth Lakes (2011) 191 Cal.App.4th 435, 444. GARROD TRUST DEVELOPMENT AGREEMENT Page 6 B. This Development Agreement will govern the Garrod Trust Lands which include 51 -acre portion of the Garrod Trust real property already inside the City boundaries (the "Principal Property") and the adjacent 68 -acres of Garrod Trust real property located in the unincorporated area of the County of Santa Clara (the "Annexation Property"), both of which are part of the integrated annexation package for the application of Garrod Trust for annexation into the City of the Annexation Property. C. The integrated annexation package includes a Preannexation Agreement, addition of AP/OS Overlay Zoning to the Annexation Property, this Development Agreement, a new Williamson Act Contract and a Use Permit for the entire 119 -acre Property herein denominated the "Garrod Trust Lands (collectively the "Project"). D. The Project is consistent with the City's current General Plan. E. A public hearing on the proposed Development Agreement was held before the Planning Commission on June 27, 2012, for which public notice was given as provided by law and at which all persons desiring to be heard were given an opportunity to be heard. F. The Planning Commission forwarded this Development Agreement to the City Council with its recommendation for approval. G. A public hearing on the proposed Ordinance approving Development Agreement was held before the City Council on August 15, 2012, for which public notice was given as provided by law, and at which all persons desiring to be heard were given an opportunity to be heard and said Ordinance was given final approval by the City Council after its second reading on September 5, 2012. GARROD TRUST DEVELOPMENT AGREEMENT Page 7 H. The City Council has considered the recommendation made by the Planning Commission as well as all testimony both oral and written received at the above-described public hearings. FINDINGS AND DETERMINATIONS Therefore, on the basis of (a) the foregoing Recitals which are incorporated in these Findings, (b) the City of Saratoga's General Plan, (c) the determination that the Project is exempt from CEQA, and (d) the specific conclusions set forth below, the City Council finds and determines that: 1. This Development Agreement is consistent with the objectives, policies, general land uses and programs contained in the City's General Plan and the Hillside Specific Plan. 2. The Development Agreement is compatible with the uses authorized in, and the regulations prescribed for, the Hillside Residential ("HR") zoning district and the Agricultural Preserve -Open Space ("AP -OS") overlay zoning in which the Principal Property is located and with the Williamson Act Contract currently on the Principal Property. 2. The Development Agreement is compatible with the uses authorized in, and the regulations prescribed for, the Residential -Open Space ("R -OS") zoning district and the Agricultural Preserve -Open Space ("AP -OS") overlay zoning as to which the Annexation Property has been pre -zoned and with the Williamson Act Contract on the Annexation Property. 3. The Development Agreement is in conformity with the public convenience, general welfare and good land use policies; indeed, the Development Agreement will serve as a public benefit, in that there will be a reservation or dedication of land for public purposes (including trails and restrooms), which are specified herein as Section 3.2.1 as required under Government Code Section 65865.2. GARROD TRUST DEVELOPMENT AGREEMENT Page 8 4. The Development Agreement will not be detrimental to the health, safety and general welfare in that the Project will proceed in accordance with the conditions of approval for the Project adopted by the City Council and the Planning Commission. 5. The Development Agreement will not adversely affect the orderly development of property or the preservation of property values in that the Project will be consistent with the City's General Plan and Zoning Ordinance. ARTICLE I DEFINITIONS 1.1. Defined Terms 1.1.1. "Annexation Property" means the approximately 68 acres of Garrod Trust Lands currently outside the City boundaries and located in the unincorporated area of the County of Santa Clara as to which Garrod Trust has filed an application for annexation to the City and as to which the City Council duly adopted a Resolution Initiating Annexation on November 17, 2010. 1.1.2. "City Approvals" means each element of the integrated annexation package, including the Final Annexation Approval, the new Williamson Act Contract and Use Permit covering the Garrod Trust Lands, and the addition of the AP -OS overlay zoning to the Annexation Property. 1.1.3. "City Regulations" means all regulatory provisions duly enacted by the City Council, including but not limited to, the City General Plan, City Codes, and the Hillside Specific Plan. 1.1.4. "Effective Date" means the date specified in the first paragraph of this Agreement. GARROD TRUST DEVELOPMENT AGREEMENT Page 9 1.1.5. "Equestrian Facility" means the equestrian (including vaulting) facilities and operations on the Garrod Trust Lands operated by Garrod Farms as allowed by law and/or pursuant to a 1964 Use Permit and other permits issued by the County of Santa Clara. 1.1.6. "Garrod Trust Lands" means the approximately 119 acres of real property owned by Garrod Trust at 22600 Mt. Eden Road, Saratoga, California which will be inside the City boundaries after the 2012 Annexation of the approximately 68 acres of Annexation Property. 1.1.7. "Improvement Agreement" (including provisions with respect to Security) means any written agreement by Garrod Trust to the City or any other public entity to complete any work of improvement on or off-site. 1.1.8. "Law" means any duly adopted federal, state or local statute, ordinance, regulation, (other than a City Regulation), order or policy and includes any law based on published appellate precedent. 1.1.9. "Principal Property" means the approximately 51 acres of Garrod Trust Lands currently inside the City boundaries. 1.1.10. Surviving Obligation means any obligation of any party under this Agreement which remains in effect after the term of this Agreement expires. 1.1.11. "Winery" means the winery, tasting room, community event facility/conference center (no overnight stay) and related facilities and operations on the Garrod Trust Lands operated as Cooper -Garrod Winery as allowed by law and/or pursuant to a 1994 Use Permit Amendment and other permits issued by the County of Santa Clara. GARROD TRUST DEVELOPMENT AGREEMENT Page 10 1.2. Terms Defined in City Regulations. Unless otherwise specified in this Agreement, terms defined in the applicable City Regulations shall have the same meaning when used in this Agreement. ARTICLE I1 EFFECTIVE DATE; TERM 2.1. Effective Date; Term Commencement, This Agreement shall be dated, the rights, duties and obligations of the Parties hereunder shall be effective, and the Term shall commence, as of the Effective Date. Not later than thirty (30) days after the Effective Date, Garrod Trust shall execute and acknowledge this Agreement and return the Agreement to the City. Not later than five (5) days after the City's receipt of the Agreement executed and acknowledged by Garrod Trust, the City, by and through its Mayor, shall execute and acknowledge this Agreement; and not later than five (5) days after the execution and acknowledgment of this Agreement by the City, the City Clerk shall submit this Agreement to be recorded in the Official Records of County of Santa Clara. The cost of recording this Agreement shall be borne by Garrod Trust. 2.2. Term. The Term of this Agreement shall be the same as the Use Permit issued concurrently with it, so long as the Garrod Trust Lands continue to be subject to the City's Agricultural Preserve/Open Space Overlay ("AP/OS") and used for a winery use and/or an equestrian facility use and related uses and no new or additional use(s). This Agreement authorizes use of the Garrod Trust Lands for a winery/ community event facility use (daytime only, i.e., no overnight stay by customers) and an equestrian facility GARROD TRUST DEVELOPMENT AGREEMENT Page 11 use and related uses and need not be amended in the event of the amendment of the Use Permit unless the Use Permit is amended to change the uses allowed from a winery use and/or an equestrian use or to add a new use. The Use Permit shall control the density and intensity of the uses of the Garrod Trust Lands and any increase in such density or intensity. This Development Agreement hereby establishes the status of the existing uses upon the Garrod Trust Lands as conforming. Upon expiration of the Term, this Agreement, and all of the rights, duties and obligations of the Parties hereunder, shall Terminate and be of no further force or effect, except for the Surviving Obligations. Upon expiration of the Term, Garrod Trust shall thereafter comply with the provisions of all Improvement Agreements (including provisions with respect to Security), all Surviving Obligations, and all City Regulations and Laws then in effect or subsequently adopted with respect to the Garrod Trust Lands, except that expiration of the Term (including as a result of Termination of this Agreement) shall not affect any vested right, or other rights based on performance of substantial work in reliance upon City Approvals granted by the City for use or development of all or any portion of the Garrod Trust Lands. ARTICLE III GENERAL REGULATION OF USES ON PROPERTY 3.1. Uses of Property; Control of Uses Garrod Trust shall have the right to use the Garrod Trust Lands in accordance with the terms and conditions of the new combined Williamson Act Contract applicable to the entirety of the Garrod Trust Lands, entered into as part of the integrated annexation package. In addition to this Development Agreement, the City shall have the right to require Garrod Trust to apply for and obtain a Conditional Use Permit recognizing, describing and establishing the parameters and conditions applicable to, and to control modifications or GARROD TRUST DEVELOPMENT AGREEMENT Page 12 expansion of existing uses or existing development on the Garrod Trust Lands. Except as otherwise specified in this Agreement, the applicable City Regulations shall control the overall use of and development (or redevelopment) of structures on or proposed for the Property, and all on- and off-site improvements and appurtenances in connection therewith. In the event of any inconsistency between the wording of applicable City Regulations and this Agreement, the City Regulations shall control, except that if the inconsistency cannot be reconciled by application of this rule of construction, the provision which best gives effect to the purposes of the City Regulations shall control. 3.2. Applicable City Regulations. Except as otherwise specified in this Agreement and in this Section 3.2, the Existing City Regulations shall govern the existing uses of, or structures on, the Garrod Trust Lands and all subsequent City Approvals with respect to those uses of, or structures on, the Garrod Trust Lands. 3.2.1 Status of Uses and Structures as Conforming; Determination of Conformity with Existing General Plan, Hillside Specific Plan and Zoning Regulations. Upon written confirmation by the Community Development Director that all City standards and requirements for equestrian facilities are being met (including but not limited to the horse regulations set forth in City Code Section 7-20-220), the City hereby determines that conformity to the City General Plan, Hillside Specific Plan and Zoning Regulations exists as to uses and structures existing on the Garrod Trust Lands as of the Effective Date of this Agreement, without the necessity for any amendment of the General Plan, Hillside Specific Plan or the Zoning Regulations. All structures and all uses in existence on the Garrod Trust Lands as of the Effective Date of this Development Agreement shall have conforming status. GARROD TRUST DEVELOPMENT AGREEMENT Page 13 Garrod Trust proposes to continue to operate that part of its Winery/Equestrian Facility on the Principal Property (the 51 -acre portion of the Garrod Trust Lands which is currently located in the City of Saratoga. The Principal Property includes the following currently existing uses and structures: 1. Uses for stables and riding academy/day camp/vaulting program, riding lessons, boarding horses,training horses, and equipment and supplies for horses and riders, picnicking, vineyards, winery administrative office, parking, family and employee housing (1 single family dwelling, 0 cottages/second units and 3 trailers/modular units for employees), outdoor storage, and supporting food service and other uses; and 2. Structures (all pre -dating 1964 unless otherwise specified) which include: • One single family residence (Dick Garrod) • Three trailers/modular units (housing for employees) (Dick Garrod 1975) • One administrative office for the winery • One special purpose barn (hay) • Miscellaneous covered horse paddocks (1965-1975) • Riding academy/day camp buildings (2) (1965) • One Metal Shop (1980) • Pastures and vineyards of undetermined acreage. The City has no records of any permits authorizing these uses or structures. However, the County's 1994 Staff Report for the Use Permit Modification adding the Winery to the existing Commercial Stables use states as follows: "This use permit would only cover the portion of applicant's property that is unincorporated. According to the city, a use permit for the portion of the facility within its jurisdiction would only require a use permit if a modification or expansion were proposed." GARROD TRUST DEVELOPMENT AGREEMENT Page 14 No modification or expansion of "the portion of the facility" within the City jurisdiction was proposed in 1994. Hence, there is adequate evidence that the uses and structures on the 51 - acre portion of the Garrod Trust Property which has been in the City since the City was incorporated have been treated by the City as lawful and conforming. In any event, if any required permits were not obtained for uses or structures on the Principal Property, the Zoning for the 51 -acre Principal Property already in the City is Agricultural Preserve/Open Space Overlay ("AP/OS") and, as a result, under City Code Section 15-15.040, the permitted uses (those which do not require a use permit) are those "expressly permitted under the terms of the Williamson Act contract applicable to such land." The terms of the November 2, 1970 Williamson Act contract applicable to the 51 -acre portion of the Garrod Trust Property already in the City expressly permit the following uses without a use permit: • Production of agricultural commodities for commercial purposes. • The drying, packing or other processing of an agricultural commodity usually performed on the premises where it is produced. • Structures necessary and incidental to the agricultural use of the land. • The holding of nonproducing land for future agricultural use. • The maintenance of land in its natural state for the purpose of preserving open space for recreation or plant or animal preserves. • Single family dwellings incidental to the agricultural use of the land for the residence of the owner, and the family of the owner. Owner shall be construed to include: beneficiaries of family trusts. • The construction and maintenance of a stand or shelter for the sale of agricultural commodities produced on the land. • The erection, construction, alteration or maintenance of gas, electric, water of communication utility facilities, in compliance with the City's underground utility ordinance No. NS -3.20. GARROD TRUST DEVELOPMENT AGREEMENT Page 15 • Public or private fishing. • Public or private riding or hiking trails. • Riding academy, stables and the boarding of horses or other livestock but not including an animal hospital or kennel. The above uses expressly permitted by the Williamson Act Contract on the 51 -acre Principal Property cover all of the uses and structures located on that property. The trails traversing the Principal Property approximately shown on the Trails Map attached hereto as Exhibit 2 are hereby reserved and dedicated to public use. The width of the trail easement will vary between 10 and 15 feet as determined by the Garrod Trust based on terrain and vegetation conditions. Garrod Trust proposes to continue to operate that part of its Winery/Equestrian Facility on the Annexation Property (the 68 -acre portion of the Garrod Trust Lands which is until annexation currently located in the unincorporated portion of the County of Santa Clara). The Annexation Property includes the following currently existing uses and structures: 1. Uses for stables and riding academy/day camp, riding lessons, boarding horses, breeding horses, training horses, shows and exhibitions, selling horses and equipment and supplies for horses and riders, and related food services, vineyards, wine production, retail wine sales, wine tasting, indoor and outdoor events, parking, family and employee housing (8 single family dwellings, 2 cottages/second units and 4 trailers/modular units for employees), outdoor storage, and other supporting uses; and 2. Structures (all pre -dating or approved by the 1964 Use Permit for the Equestrian Facility unless otherwise specified) which include: • Eight single family residences (William Cooper 1998 remodel and Christina Garrod 2004) GARROD TRUST DEVELOPMENT AGREEMENT Page 16 • Two small cottages/second units • One administrative office for the commercial stables • One administrative office for the winery • One barrel room (1997) • One covered riding arena • Three large barns • Three special purpose barns (hay, shoeing [1965] and day use) • Miscellaneous covered horse paddocks (1965-1975) • Riding academy/day camp buildings (2) (1965)/summer kitchen • Two water tanks • Public restroom facilities for men and women (two buildings, one including old wood shop) • One Metal Shop (1980) • Pastures and vineyards of undetermined acreage. o One wine tasting/retailing/production facility (1994) (including a covered event facility, and other support facilities). o Above ground water tanks and pumping stations. The City Council has the full discretion and authority under City Code Section 15- 65.035 and other applicable laws to determine whether the current uses and structures on the Annexation Property should be annexed into the City with "conforming" status. There is adequate evidence that as to the Annexation Property the County of Santa Clara has issued Use Permits authorizing the equestrian facility related uses and structures GARROD TRUST DEVELOPMENT AGREEMENT Page 17 (commencing in 1964) and the winery related uses and structures (commencing in 1994) to the extent that such permits were required. No modification or expansion of the portion of the equestrian facility use or winery use is currently proposed. In any event, if any required permits were not obtained for uses or structures on the Annexation Property, the Pre -Zoning for the 68 -acre Annexation Property includes the Agricultural Preserve/Open Space Overlay ("AP/OS") and, as a result, under City Code Section 15-15.040, the permitted uses (those which do not require a use permit) are those "expressly permitted under the terms of the Williamson Act contract applicable to such land." The terms of the December 31, 2001 Williamson Act Contract applicable to the 68 -acre Annexation Property expressly permit the following uses relevant to the existing uses on the Annexation Property: 1. Residential uses incidental to the agricultural use of the land, including: a. Single-family homes for the property owner or lessee, which includes stockholders in family corporations, beneficiaries of family trusts and estates, owners of undivided partial interests in the fee, and joint tenants. b. Dwellings for persons employed in the agricultural use of land or structures used to provide educational experiences or day-care facilities for their children, provided the use is nonprofit and not open to the general public. 2. Accessory structures necessary and incidental to the agricultural use of the land, including: a. Facilities for the drying, packing or other processing of an agricultural commodity usually performed on the premises where it is produced, but not including slaughterhouses, fertilizer yards, bone yards, or plants for the reduction of animal or vegetable matter. b. Stands or shelters for the sale of agricultural commodities produced on the land. GARROD TRUST DEVELOPMENT AGREEMENT Page 18 c. Farmer's markets, including an agricultural stand where agricultural commodities grown, raised or produced off the premises are offered for sale to the general public by the operator of the stand. d. Limited sales of agricultural supplies, including hay, seed, veterinary supplies and horse tack. The sale of farm equipment or horse trailers is specifically excluded. f. Storage and maintenance facilities for trucks used exclusively for hauling agricultural produce, which must include produce grown on the property, as long as the remainder of the property can sustain an agricultural use. 3. The maintenance of land in its natural state for the purpose of preserving open space for recreation or plant or animal preserves, or the holding of nonproducing land for future agricultural use or future mineral extraction. 4. Recreational uses: c. Public or private riding or hiking trails. d. Riding academies, stables, and boarding of horses or other livestock. e. Large animal clinics primarily for horses or other livestock, including associated stables and pasture. (Small animal hospitals and kennels are excluded.) 5. Educational, cultural, and religious facilities. a. Churches, including accessory structures, as long as such use does not substantially interfere with the primary agricultural use of the land within the preserve. b. Educational and cultural uses not located on prime agricultural soils which do not require major road improvements, and where traffic to and from the subject use location does not hinder or impair the agricultural operations in the surrounding area. At least three-quarters of the parcel must remain in agricultural or open space uses, and the maximum coverage of the site where the educational and cultural uses are to occur is limited to 20 acres. c. Seasonal and occasional social receptions at existing facilities and immediate surrounding grounds, which do not displace or interfere with agricultural and open space use of the parcel or any adjacent parcel. GARROD TRUST DEVELOPMENT AGREEMENT Page 19 The above uses expressly permitted by the Williamson Act Contract on the 68 -acre Annexation Property cover all of the uses and structures located on that property. The trails which traverse the Annexation Property approximately shown on the Trails Map attached hereto as Exhibit 2 are hereby reserved and dedicated to public use. The width of the trail easement will vary between 10 and 15 feet as determined by the Garrod Trust based on terrain and vegetation conditions. Interpretation of Effect of Development Agreement and Conforming Status. City Regulations shall be interpreted to apply as follows in light of the existing uses and structures having been determined to have "conforming" status. (a) The amount of site coverage has been calculated over the entirety of the Garrod Trust Lands, and separated into two categories: (1) amounts for coverage by structures (and projections thereof) which is agreed to equal 128,922 square feet; and (2) amounts for other types of site coverage which is agreed to equal 754,507 square feet. The amount of site coverage calculated includes existing coverage and coverage previously approved by the County of Santa Clara for employee housing that has not yet been constructed and which the City Planning Commission found in 2002 to be consistent with the City General Plan. The amounts calculated above shall be deemed the "conforming" amount of site coverage allowed by virtue of the terms of this Development Agreement and Garrod Trust shall have the flexibility within Garrod Trust Lands to reduce site coverage on one parcel and create an equivalent amount of new site coverage on another parcel. In applying the above interpretations, coverage by structures (or projections thereof) is not interchangeable GARROD TRUST DEVELOPMENT AGREEMENT Page 20 with other types of site coverage (e.g., parking, driveways and equestrian softscape areas) except as provided below: 1. Garrod Trust shall have the flexibility to transfer a maximum of 22,600 square feet between the two types of coverage, namely: (1) structures and (2) other types of site coverage (e.g. parking, driveways, and equestrian softscape areas) under the following conditions: a. The transfer is solely for the agricultural winery and equestrian uses provided for in this Agreement and does not result in new residential floor area not already accounted for in the amount of conforming site coverage. b. The transfer and the related structures obtain prior approval by the City through an amendment to the Garrod Trust's Conditional Use Permit pursuant to Article 15-55 of the City Code. (b) The total amount of conforming coverage may increase when such coverage is necessary to comply with federal or state statutes or permits or to implement storm water quality best management practices. Any increase in coverage for this purpose is subject to prior approval by the City through the Administrative Design Review pursuant to City Code Section 15-45.065. (c) The Garrod Trust shall not have the flexibility to "borrow" from one parcel with unused (or partially unused) site coverage and allow such unused (or partially unused) site coverage to be used on another parcel. (d) Nothing in the Development Agreement shall preclude the Garrod Trust from applying for and utilizing any then applicable Section(s) of the City Code, if it so GARROD TRUST DEVELOPMENT AGREEMENT Page 21 desires, for future planning flexibility, thereby modifying its rights under this Development Agreement if an application under such Section is approved by the City. (e) So long as the Garrod Trust Lands remain in common ownership, the "conforming" status of existing structures shall be interpreted to allow existing structures having setbacks noncompliant with City Regulations to be deemed legal and conforming and to be maintained, repaired, remodeled, reconstructed or added to, so long as the setback is not made more noncompliant. Notwithstanding the foregoing, no addition shall be allowed which would violate the City Regulations in Chapter 16 (including but not limited to those governing building construction or fire safety). (f) Minor modifications or corrections to this Development Agreement or the uses or structures established as "conforming" hereunder may be approved by the Parties hereto by a written Addendum hereto duly executed by the Parties and thereafter attached to this Development Agreement. (g) Upgrading, relocating or other alteration of existing improvements involving no significant increase in land use intensity may be approved by Garrod Trust first applying for and obtaining an Administrative Design Review Approval pursuant to City Code Section 15-45.065. Examples include upgrading existing horse paddocks or moving or relocating an existing structure from one location on the Garrod Trust Lands to another. 3.2.2. Future City Regulations. The City shall have the right, in connection with future City Approvals, to apply City Regulations as applicable City Regulations to the Garrod Trust Lands in accordance with the following terms, conditions and standards: The City shall have the right to apply future City GARROD TRUST DEVELOPMENT AGREEMENT Page 22 Regulations (including amendments to Existing City Regulations existing as of the Effective Date) adopted by the City after the Effective Date if such City Regulations (i) are not materially inconsistent or materially in conflict with intent, purposes, terms, standards or conditions of this Agreement; (ii) do not materially interfere with the uses, height, density and intensity of existing uses and structures; (iii) do not materially interfere with or diminish the ability of a Party to perform its obligations hereunder or materially expand, enlarge or accelerate Garrod Trust's obligations hereunder; and (iv) apply City -Wide. 3.2.3. Regulation for Health and Safety. Notwithstanding the provisions of Section 3.2.2, the City shall have the right to apply City Regulations adopted by the City after the Effective Date (including amendments to City Regulations existing as of the Effective Date of this Agreement), in connection with any City Approvals, or deny, or impose conditions of approval on, any City Approvals, if such application is required to protect the health and/or safety of existing or future users of the Garrod Trust Lands, any portion thereof, or any lands adjacent thereto. 3.2.4. Construction Codes. Notwithstanding the provisions of Section 3.2.1, the City shall have the right to apply those City -Wide City Regulations pertaining to or imposing life safety, fire protection, engineering and architectural integrity requirements with respect to the design and construction of buildings and improvements in effect at the time of the consideration of any City Approval to which such buildings or improvements are subject. 3.2.5. Conflict With Laws of the United States, the State of California or other governmental entities. For purposes of this Section 3.2, to the extent applicable, a City Regulation shall not be deemed materially inconsistent or in conflict with the City Regulations existing as of the GARROD TRUST DEVELOPMENT AGREEMENT Page 23 Effective Date of this Agreement if (i) Garrod Trust consents in writing to the application of the City Regulation to the Garrod Trust Lands and the City is not requiring such consent as a prerequisite to Garrod Trust obtaining a City Approval consistent with this Agreement; or (ii) the City Regulation establishes procedures of City -Wide application for making applications for and processing City Approvals, and public notices and public hearings (other than procedures specifically established in this Agreement, which procedures may only be amended as specified in this Agreement); or (iii) the City Regulation is adopted or undertaken by the City as reasonably required to comply with any Law (including but not limited to a regulation or order of the California Department of Fish & Game, the Regional Water Quality Control Board, or the U.S. Fish & Wildlife Service. 3.3. City Fees and Exactions. Except as otherwise expressly provided in this Agreement, Garrod Trust shall be subject to and pay City Fees or Exactions (which term shall include [but not be limited to] Dedications, Community Facilities, and/or Public Improvements in accordance with the provisions of this Section 3.3. 3.3.1. City Development or Use Fees and Exactions. Garrod Trust shall be subject to and pay all City Development or Use Fees or Exactions levied or assessed by the City under City Regulations pursuant to the standards of this Section Garrod Trust shall pay all such City Development or Use Fees or Exactions in accordance with the applicable requirements of the City Regulations and this Agreement. Garrod Trust shall be subject to any increases in City Development or Use Fees or Exactions during the Term and as to any new City Development or Use Fees or Exactions provided that such increases in, or adoption of new Development or Use Fees or Exactions enacted by the GARROD TRUST DEVELOPMENT AGREEMENT Page 24 City after the Effective Date of this Agreement apply City-Wide or Hillside Specific Plan- Wide, and the increases in or amount of such new Fees or Exactions have been determined in accordance with applicable Laws, including Government Code Section 66000, et seq. If any such new City Development or Use Fee or Exaction is redundant of a City Development or Use Fee or Exaction, required to be made or provided by Garrod Trust under this Agreement, then Garrod Trust shall be entitled to a credit against the imposition of such new City Development or Use Fee or Exaction to the extent of such redundancy. For purposes of this Section 3.3.1, a new City Development or Use Fee or Exaction shall be deemed "redundant" if such new City Development or Use Fee or Exaction deals with or pertains to the same subject matter as the City Development or Use Fee or Exaction, required by this Agreement or the City Regulations existing as of the Effective Date of this Agreement: The City shall not impose, in connection with any application for City Approvals for the use of the Garrod Trust Lands or construction thereon, or any Fee or Exaction other than those called for under the then applicable City Regulations and this Agreement. Garrod Trust shall tender or provide all Fees and/or Exactions in accordance with the applicable provisions of, and within the time periods specified in, this Agreement and the applicable City Regulations. 3.3.2. City Application Fees. Garrod Trust shall pay all City Application Fees under City Regulations in connection with any City Approvals to which such City Application Fees apply. If the City Regulations do not specify the City Application Fee with respect to a City Approval, then the City Application Fee shall be the costs and expenses which the City incurs for staff time and materials, including the use of consultants and attorneys. 3.3.3. Review and Processing of City Approvals. GARROD TRUST DEVELOPMENT AGREEMENT Page 25 The City shall, upon payment by Garrod Trust of applicable City Application Fees, accept for processing, review and action, all applications for City Approvals with respect to the Garrod Trust Lands. ARTICLE IV INDEMNITY; INSURANCE 4.1. Garrod Trust Indemnity. Garrod Trust shall indemnify the City from any losses arising out of or in connection with, or caused on account of, (i) any City Approval with respect to the Garrod Trust Lands (ii) the use of the Garrod Trust Lands and the structures thereon, (iii) any litigation or other proceeding challenging or involving any City Approval (including but not limited to this Development Agreement, the Pre -Annexation Agreement and any Use Permit required by the City), the Williamson Act re-entry, or CEQA compliance, or conformance with, or implementation of any of the foregoing (other than legal proceedings caused by acts or omissions of the City that constitute an Event of Default by the City under this Agreement), (iv) injury or death to Persons, or damage to property, or (v) the operations of Garrod Trust or its employees, agents, contractors or representatives with respect to the Garrod Trust Lands, its uses or its structures. 4.2. Liability Insurance. Garrod Trust shall, at all times during the Term, maintain, or cause to be maintained, liability insurance insuring against bodily injury, property damage and personal injury liability arising out of Garrod Trust's activities under this Agreement, with a combined single liability limit of not less than $1,000,000 (subject to the CPI) per occurrence, such insurance to be in a Commercial General Liability form with at least the following coverages: (i) deleting any GARROD TRUST DEVELOPMENT AGREEMENT Page 26 employee exclusion on personal injury coverage; (ii) including employees as additional insureds; (iii) providing for blanket contractual liability coverage, broad form property damage coverage, products completed operations, and owner's protective coverage; (iv) deleting any liquor liability exclusions; and (v) providing for coverage of employers automobile non- ownership liability. With the exception of the Workers Compensation and Employer's Liability coverage, each policy of insurance maintained by Garrod Trust hereunder shall name the City, and its boards, commissions, officers, employees, volunteers and agents, as additional insureds. All such insurance shall be primary and noncontributory; shall provide for severability of interests or that an act or omission of an insured or additional insured which would void or otherwise reduce coverage shall not reduce or void the coverage as to the other insureds or additional insureds, as the case may be; and shall afford coverage for all claims based on acts, omissions, injury and damage which occurred or arose (or the onset of which occurred or arose) in whole or in part during the policy period. 4.3. Workers Compensation Insurance. Garrod Trust shall provide, or cause to be provided, Workers Compensation insurance as required by Laws, together with a contingent employer's liability endorsement covering employees of Garrod Trust and employees of any contracted-subcontractor; agent or representative of Garrod Trust. 4.4. General Requirements for Insurance. Each policy of insurance hereunder shall provide that it may not be cancelled or amended without at least thirty (30) days' prior written notice to the City. Each insurance policy under this Article IV shall be issued by a financially sound company or companies, licensed to do business in the State. Garrod Trust shall furnish to the City, on or before the Effective Date of GARROD TRUST DEVELOPMENT AGREEMENT Page 27 this Agreement and before each effective date of any policy of insurance carried under this Article IV , a certificate affirming that: (a) such insurance is in full force and effect; (b) the premiums have been paid in full; (c) the City is designated as an additional insured if required; (d) the policy contains any required waiver of subrogation; and (e) such insurance may not be cancelled or amended without at least thirty (30) days prior written notice to the City. 4.5. Mutual Release. Each Party, for itself and to the extent it is legally permissible for it to do so, and without affecting the coverage provided by insurance required to be maintained hereunder, on behalf of its insurer, hereby releases and waives any right to recover against the other Party from any liability for (a) any loss or damage to property, (b) any loss or damage to buildings or other improvements, or (c) claims arising by reason of any of the foregoing, to the extent that such damages and/or claims under (a) through (c) are covered and paid (and only to the extent of such coverage and payment) by insurance actually carried, or required to be carried under this Agreement, irrespective of any negligence on the part of such Party which may have contributed to such loss or damage. The provisions of this Section 4.5 are intended to restrict each Party (as permitted by Laws) to recovery for loss or damage against insurance carriers to the extent of such coverage, and waive fully, and for the benefit of the other Party, any rights and/or claims which might give rise to a right of subrogation in any such insurance carrier. ARTICLE V EVENTS OF DEFAULT; REMEDIES; ATTORNEYS' FEES; CERTIFICATES 5.1. Events of Default. Subject to the provisions of Section 3.2.5 (iii), any failure by either Party to perform any material term or provision of this Agreement shall constitute an Event of Default, (i) if such GARROD TRUST DEVELOPMENT AGREEMENT Page 28 defaulting Party does not cure such failure within thirty (30) days following notice of default from the other Party, where such failure is of a nature that can be cured within such thirty (30) day period, or (ii) if such failure is not of a nature which can be cured within such thirty (30) day period, the defaulting Party does not within such thirty (30) day period commence substantial efforts to cure such failure, or thereafter does not within a reasonable time prosecute to completion with diligence and continuity the curing of such failure. An Event of Default arising from the failure of a Party to make payment of monies due under this Agreement, or to post Security in accordance with this Agreement, shall in all events constitute an Event of Default capable of cure under clause (i), above. Any notice of and Event of Default given hereunder shall specify in detail the nature of the failures in performance which the noticing Party claims constitute the Event of Default and the manner in which such Event of Default may be satisfactorily cured in accordance with the terms and conditions of this Agreement. 5.2. Remedies. Upon the occurrence of an Event of Default by Garrod Trust, the City shall have the right, in addition to all other rights and remedies available under this Agreement or by Law, to (i) Terminate this Agreement (provided, however, that to the extent possible, Termination shall be limited to the portion of the Garrod Trust Lands to which the Event of Default applies); and/or (ii) cease processing, deny or refuse issuance of any City Approval, including building permits and certificates of occupancy under applicable City Regulations; and/or (iii) bring any proceeding in the nature of specific performance, injunctive relief or mandamus, and/or (iv) bring any action at law or in equity as may be permitted by Laws or this Agreement. Upon the occurrence of an Event of Default by the City, Garrod Trust shall have the right to bring any proceeding in the nature of specific performance, injunctive relief or mandamus. GARROD TRUST DEVELOPMENT AGREEMENT Page 29 5.2.1. Judicial Proceeding to Challenge Termination. Any challenge to a Party's Termination of this Agreement shall be subject to review in the Superior Court of County of Santa Clara pursuant to California Code of Civil Procedure Section 1094.5(c), as a case in which such Court is authorized by Laws to exercise its independent judgment on the evidence. 5.3. Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such Party's right to demand strict compliance by such other Party in the future. No waiver by a Party of an Event of Default shall be effective or binding upon such Party unless made in writing by such Party, and no such waiver shall be implied from any omission by a Party to take any action with respect to such Event of Default. 5.4. Litigation Fees and Expenses. If either Party brings an action or proceeding (including any cross-complaint, counterclaim, or third-party claim) against the other Party by reason of an Event of Default, or otherwise arising out of this Agreement, the prevailing Party in such action or proceeding shall be entitled to its fees, costs and expenses, including reasonable attorneys' fees. Attorneys' fees under this Section 5.4 shall include attorney fees on any appeal, and, in addition, a Party entitled to attorneys' fees shall be entitled to all other reasonable costs and expenses incurred in connection with such action or proceeding. For purposes of this Section 5.4, the City shall, if it is the prevailing Party, be entitled to an award of attorneys' fees, costs and expenses which include those of the City Attorney, but if the City Attorney is an employee of the City (or a private practitioner compensated by the City on a retainer basis), then reasonable attorneys' fees GARROD TRUST DEVELOPMENT AGREEMENT Page 30 for the City Attorney shall be based on the hourly fees regularly charged by private attorneys with an equivalent number of years of professional experience in the subject matter area of the law for which the City Attorney's services were rendered and who practice in the County of Santa Clara in law firms providing legal services to municipalities as a specialty of such law firm or members of such law firm. 5.5. Limitations on Liability of City Officials. Notwithstanding anything to the contrary herein contained, no elective or appointive board, commission, officer, employee, volunteer or agent of the City, shall be personally liable upon any of the obligations of the City hereunder, and Garrod Trust shall have no right of recourse against the assets of any such other person herein specified. 5.6. Estoppel Certificate. Either Party may, at any time, and from time to time, deliver written notice to the other Party requesting such Party to certify in writing that (i) this Agreement is in full force and effect and a binding obligation of the Parties, (ii) this Agreement has not been amended or modified either orally or in writing, and if so amended, identifying the amendments, and (iii) to the knowledge of the other Party, neither Party has committed an Event of Default under this Agreement, or if an Event of Default has to such other Party's knowledge occurred, to describe the nature and amount of any such Event of Default. A Party receiving a request hereunder shall execute and return such certificate within thirty (30) days following the receipt thereof. The City Manager of the City shall have the right to execute any certificate requested by Garrod Trust hereunder. Each Party acknowledges that a certificate hereunder may be relied upon by Transferees and Mortgagees. No Party shall, however, be liable to the requesting party, or third person requesting or receiving a certificate hereunder, on account of any information therein GARROD TRUST DEVELOPMENT AGREEMENT Page 31 contained, notwithstanding the omission for any reason to disclose correct information, but such Party shall be estopped with respect to the requesting party, or such third person, from asserting any right or obligation, or utilizing any defense, which contravenes or is contrary to any such information. To facilitate financing or sale of all or portions of the Garrod Trust Lands, Garrod Trust shall have the right to request and City shall provide estoppel certificates with respect to portions of the Garrod Trust Lands to be the subject of Mortgages or Transfers. ARTICLE VI AMENDMENT AND TERMINATION 6.1. Amendment or Cancellation. Except as provided in Article I above, this Agreement may be Terminated, modified or amended only by mutual consent of all of the Parties in writing, and then only in the manner provided for in Section 65868 of the Development Agreement Legislation. The provisions of this Section 6.1 prescribe the sole and only means pursuant to which this Agreement may be Terminated, modified, or amended. 6.2. Certain Actions Not an Amendment. Notwithstanding the provisions of Section 6.1. above, an amendment to this Agreement which does not relate to the Term, permitted uses of the Property, location, density or intensity of use of the Garrod Trust Lands, height, design or size of structures and improvements within the Garrod Trust Lands, (including replacement such structures or improvements) provisions for Dedication, or to any conditions, terms, restrictions and requirements relating to City Approvals related to design, improvement or construction standards and specifications, or to any use of the Garrod Trust Lands, shall not require a noticed public hearing before the Parties execute such amendment, but shall require the giving of notice pursuant to Section 65867 of the GARROD TRUST DEVELOPMENT AGREEMENT Page 32 Development Agreement Legislation as specified by Section 65868 thereof and any requirement of the Development Agreement Resolution. ARTICLE VII NOTICES 7.1. Procedure. All formal notices to a Party shall be in writing and given by delivering the same to such Party in person or by sending the same first class mail, with postage prepaid, or by overnight courier delivery, to such Party's mailing address. The respective mailing addresses of the Parties are, until changed as hereinafter provided, the following: City: Garrod Trust: City of Saratoga 13777 Fruitvale Avenue Saratoga, CA 95070 Attention: City Clerk Garrod Trust 22600 Mount Eden Road Saratoga, CA 95070 Attention: Jan Garrod Notices and communications with respect to technical matters in the routine performance and administration of this Agreement shall be given by or to the appropriate representative of a Party by such means as may be appropriate to ensure adequate communication of the information, including written confirmation of such communication where necessary or appropriate. All formal notices under this Agreement shall be deemed given, received, made or communicated on the date personal delivery is affected or, if mailed or sent by courier, on the delivery date or attempted delivery date shown on the return receipt or courier records. GARROD TRUST DEVELOPMENT AGREEMENT Page 33 7.2. Change of Notice Address. A Party may change its mailing address at any time by giving formal written notice of such change to the other Party in the manner provided in Section 8.1 at least ten (10) days prior to the date such change is effected. ARTICLE VIII WARRANTIES AND REPRESENTATIONS OF GARROD TRUST 8.1. Specific Warranties and Representations. Garrod Trust warrants, represents and covenants to the City as follows: 8.1.1. Organization and Standing. Garrod Trust is a legal entity, duly formed, validly existing and in good standing under the laws of the State of California. 8.1.2. Authority. Garrod Trust has the full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly authorized by all necessary action on the part of Garrod Trust and no other action on the part of Garrod Trust or any third person is necessary to authorize the execution and delivery of this Agreement by Garrod Trust. 8.1.3. Title to Garrod Trust Lands. Garrod Trust owns the Garrod Trust Lands in fee simple absolute, subject to no conditions, covenants, easements, liens, restrictions, or other encumbrances or exceptions to title which would:(1) take precedence in title to this Development Agreement with regards to the Garrod Trust Lands or any portion thereof (2) make title to the Garrod Trust Lands GARROD TRUST DEVELOPMENT AGREEMENT Page 34 unmarketable; or (3) otherwise prevent or materially interfere with the performance by the Parties of their rights, duties, and obligations under this Agreement. 8.1.4. Conflicts. The execution and delivery by Garrod Trust of this Agreement, and the performance by Garrod Trust hereunder, will not violate any Laws or conflict with, or result in any breach or violation of or constitute a default (or an event which with notice or lapse of time, or both, would become a default) under, or constitute an event or condition that would permit termination or acceleration of the maturity of, any indenture, mortgage, lease agreement or other instrument or obligation to which Garrod Trust is a party, or by which Garrod Trust or any of the Garrod Trust Lands may be bound or affected or which would materially adversely affect the ability of Garrod Trust to perform its obligations under this Agreement. No approval, authorization, consent or other order or action of, or filing or registration with, any person is required for the execution and delivery by Garrod Trust of this Agreement or its performance hereunder. 8.1.5. No Conflict With Orders. The execution and delivery by Garrod Trust of this Agreement and its performance hereunder will not conflict with any order, judgment or decree of any court, government, government agency, or instrumentality, whether entered pursuant to consent, or otherwise, by which Garrod Trust or any of the Garrod Trust Lands may be bound or affected. 8.1.6. Litigation. To the knowledge of Garrod Trust (i) no litigation, action, arbitration, grievance, administrative proceeding, suit or claim involving Garrod Trust has been filed or is pending, GARROD TRUST DEVELOPMENT AGREEMENT Page 35 and (ii) no investigation of Garrod Trust by a governmental agency is pending which could have a material adverse effect on Garrod Trust's ability to perform its obligations under this Agreement. 8.1.7. Hazardous Material. To Garrod Trust's knowledge, but without additional investigations other than those undertaken to date, there are no Hazardous Materials on, in, or under the Garrod Trust Lands, nor has any release of Hazardous Materials occurred on, in, under, or about the Garrod Trust Lands. Garrod Trust has not received any notice of any action or proceeding relating to any such Hazardous Materials, or any such release thereof, on, in, under, or about the Garrod Trust Lands. Neither Garrod Trust, nor to Garrod Trust's knowledge, any predecessor -in -interest, as owner or occupant of the Garrod Trust Lands, nor any other third person used, generated, manufactured, stored, released or disposed of, on, in, or under the Garrod Trust Lands or any portion thereof, or transported to or from the Garrod Trust Lands any Hazardous Materials. ARTICLE IX COVENANTS RUNNING WITH THE LAND 9.1. Covenants Run With The Land. All of the provisions, agreements, rights, powers, standards, terms, covenants and obligations contained in this Agreement, and amendments thereto, shall be binding upon the Parties and their respective heirs, successors (by merger, consolidation, or otherwise) and assigns, devisees, administrators, representatives, lessees, and all other persons acquiring the Garrod Trust Lands, or any portion thereof, or any interest therein, or any improvement thereon, whether by operation of Laws or in any manner whatsoever, shall inure to the benefit of the Parties and their respective heirs, successors (by merger, consolidation or otherwise) and GARROD TRUST DEVELOPMENT AGREEMENT Page 36 permitted assigns as Transferees, and shall be enforceable as equitable servitudes and constitute covenants running with the land pursuant to Section 65868.5 of the Development Agreement Legislation. ARTICLE X MISCELLANEOUS 10.1. Negation of Agency, Partnership or Joint Venture Relationship or Third Party Beneficiary Rights. The City and Garrod Trust (the Parties) hereby specifically acknowledge that the Cooper -Garrod Winery and Garrod Farms Equestrian Facility are part of a private development, that neither the City, nor Garrod Trust, is acting as the agent of the other in any respect hereunder, and that each Party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. None of the terms or provisions of this Agreement shall be deemed to create a partnership between or among the Parties in the businesses of Garrod Trust, the affairs of the City, or otherwise, or cause them to be considered joint ventures or members of any joint enterprise. This Agreement is not intended and shall not be construed to create any third party beneficiary rights in any person who is not a party, unless expressly otherwise provided; and nothing in this Agreement shall limit or waive any rights Garrod Trust or the City may have or acquire against any third person with respect to the terms, covenants or conditions of this Agreement. 10.2. Approvals. Whenever, under this Agreement, the term "approve" (or any grammatical variant thereof, such as "approved" or "approval") is used in connection with the right, power or duty of the City, or any representative board, commission, committee or official of the City, to act in GARROD TRUST DEVELOPMENT AGREEMENT Page 37 connection with any City Approval, such term shall include the right to approve, conditionally approve, or disapprove in accordance with the applicable terms, standards and conditions of this Agreement and the applicable City Regulations. 10.3. Not A Public Dedication. Except for required Dedications, Reservations, or Exactions made in accordance with this Agreement, and then only when made to the extent so required, nothing herein contained shall be deemed to be a gift or Dedication of the Garrod Trust lands, or portion thereof, to the general public, for the general public, or for any public use or purpose whatsoever, it being the intention and understanding of the Parties that this Agreement be strictly limited to and for the purposes herein expressed for the development and use of the Garrod Trust Lands as private property. 10.4. Severability. If any term, provision, covenant or condition of this Development Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Development Agreement shall continue in full force and effect, unless the provision held invalid forms a material consideration of this Development Agreement. 10.5. Exhibit and Appendices. The Exhibits listed in the Table of Contents, to which reference is made herein, are deemed incorporated into this Agreement in their entirety by reference thereto. 10.6. Entire Ag eement. This written Agreement, and Exhibits attached hereto contain all the representations and the entire agreement between the Parties with respect to the subject matter hereof. Except for the Preannexation Agreement and as otherwise specified in this Agreement, any prior GARROD TRUST DEVELOPMENT AGREEMENT Page 38 correspondence, memoranda, agreements, warranties or representations are superseded in total by this Agreement. Neither the conduct or actions of the Parties, nor the course of dealing or other custom or practice between the Parties, shall constitute a waiver or modification of any term or provision of this Agreement; and this Agreement may be modified or amended only in the manner specified in this Agreement. 10.7. Construction of Agreement. All of the provisions of this Agreement have been negotiated at arms -length between the parties and after advice by counsel and/or other representatives chosen by each Party, and the Parties are fully informed with respect thereto. Therefore, this Agreement shall not be construed for or against either Party by reason of the authorship or alleged authorship of any provisions hereof, or by reason of the status of either Party. The provisions of this Agreement and the Exhibits attached hereto shall be construed as a whole according to their common meaning and not strictly for or against any Party and consistent with the provisions hereof, in order to achieve the objectives and purpose of the Parties hereunder. The captions preceding the text of each Article, Section and the Table of Contents hereof are included only for convenience of reference and shall be disregarded in the construction and interpretation of this Agreement. Wherever required by the context, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine or neuter genders, or vice versa. 10.8. Mitigation of Damages. In all situations arising out of this Agreement, the Parties shall attempt to avoid and minimize the damages resulting from the conduct of the other Party. Each Party shall take all necessary measures to effectuate the provisions of this Agreement. GARROD TRUST DEVELOPMENT AGREEMENT Page 39 10.9. Further Assurances; Covenant to Sign Documents. Each Party shall take all actions and do all things, and to execute, with acknowledgement or affidavit if required, any and all documents and writings, which may be necessary or proper to achieve the purposes and objectives of this Agreement. 10.10. Covenant of Good Faith and Fair Dealing. Neither Party shall do anything which shall have the effect of harming or injuring the right of the other Party to receive the benefits of this Agreement; each Party shall refrain from doing anything which would render its performance under this Agreement impossible; and each Party shall do everything which this Agreement contemplates that such Party shall do in order to accomplish the objectives and purposes of this Agreement. 10.11. Governing Law. This Agreement, and the rights and obligations of the Parties, shall be governed by and interpreted in accordance with the Laws of the State of California. 10.12. References; Terminology. Unless otherwise specified, whenever in this Agreement reference is made to the Table of Contents, any Article or Section, or any defined term, such reference shall be deemed to refer to the Table of Contents, Article or Section or defined term of this Agreement. The use in this Agreement of the words "including", "such as" or words of similar import, when following any general term, statement or matter, shall not be construed to limit such statement, term or matter to specific items or matters, whether or not language of nonlimitation, such as "without limitation" or "but not limited to", or words of similar import, are used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such statement, term or matter. GARROD TRUST DEVELOPMENT AGREEMENT Page 40 10.13. Indemnity Obligations. All indemnity obligations under this Agreement shall survive the Termination of this Agreement as a Surviving Obligation. A Party's indemnity obligations shall apply only with respect to events occurring or circumstances arising during such period as such Party owns the Garrod Trust Lands, or any portion thereof or interest therein or improvements thereon, and then only to the extent of the interest owned. 10.14. Provisions With Respect to Surviving Obligations and Continuing Effectiveness of Agreement. Any provision in this Agreement providing that any term, covenant, condition or obligation is a Surviving Obligation shall be effective only when and if the term, covenant, condition or obligation to which such provision for Surviving Obligations pertains is required to be performed or undertaken by the Party to which such provision pertains. The City shall have the right to condition the continuing effectiveness and validity of any City Approval on the requirement that this Agreement continue in full force and effect in accordance with its terms (or a subsequent development agreement entered into pursuant to the Development Agreement Legislation and Development Agreement Resolution). 10.15. Garrod Trust Reimbursement or Advance Deposit Obligations. Whenever Garrod Trust is required to reimburse or make an advance deposit to the City for fees, costs and/or expenses, Garrod Trust shall effect such reimbursement within thirty (30) days after receiving an invoice or demand from the City for the amount of such reimbursement or advance deposit with appropriate substantiation therefore. Regardless of whether this Agreement provides for reimbursement or advance deposit by Garrod Trust to the City of fees, costs, and/or expenses, Garrod Trust, shall reimburse or make an advance deposit to the City for all fees, costs and/or expenses incurred by the City in connection with any action reasonably GARROD TRUST DEVELOPMENT AGREEMENT Page 41 taken by the City pursuant to this Agreement, the applicable City Regulations, or otherwise, at the request of Garrod Trust, including the City's then prevailing charges for staff time and materials, together with a charge for administration and overhead in connection therewith and for actual changes by consultants or attorneys utilized by the City. The City shall also have the right, in connection with its incurrence of any such costs and expenses, to require Garrod Trust to make an advance deposit with the City, in cash, such amounts as may be necessary to cover the fees, costs and/or expenses anticipated by the City to be incurred and reimbursed by Garrod Trust. Prior to requiring Garrod Trust to make such advance deposit with the City, the City shall first prepare, and obtain Garrod Trust's approval of, an estimated budget before incurring such fees, costs and/or expenses. If Garrod Trust does not approve the City's estimated budget, the City may, at its sole discretion, suspend all activities that would cause the City to incur fees, costs and/or expenses reimbursable by Garrod Trust. The City's suspension of such activities shall not constitute an Event of Default under this Agreement. 10.16. Interest on Past Due Amounts. Any amount payable by a Party to the other Party under this Agreement which is not paid when due under the applicable provisions of this Agreement shall bear interest from the date due until paid at the lower of (i) the prime or reference rate in effect and publicly announced by Bank of America, from time to time, plus three percent (3%), or (ii) the maximum rate permitted by applicable usury Laws. If Bank of America discontinues the use of a prime or reference rate, then the Parties shall substitute another bank's prime or refinance rate or an interest rate index most closely approximating the result which would have been achieved by the Bank of America prime or reference rate, as reasonably determined by the Parties. As used herein, "prime" or "reference rate" means the base rate that Bank of America from time to time establishes and GARROD TRUST DEVELOPMENT AGREEMENT Page 42 which serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto. 10.17. Signature Pages. For convenience, the signatures of the Parties to this Agreement may be executed and acknowledged on separate pages which, when attached to this Agreement, shall constitute this as one complete Agreement. 10.18. Time is of the Essence. Time is of the essence of this Agreement and of each and every term and condition hereof. IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the day and year first above written. AUTHORIZED SIGNATURE OF CITY TO AGREEMENT City of Saratoga, a municipal corporation Date: ° (1-3 ('7 v I - Approved as to form: By Chuck ' age, Its Mayor Richard Taylor, Its City Attorney AUTHORIZED SIGNATURE OF GARROD TRUST TO AGREEMENT GARROD TRUST Date: /L Date: Date: oper/Trustee Name/Title: Vince S. Garrod/Trustee GARROD TRUST DEVELOPMENT AGREEMENT Page 43 Approvedasto form: By Yy C G'i,f/I Peggy Qghlin, Attom for Garrod Trust GARROD TRUST DEVELOPMENT AGREEMENT Page 44 ACKNOWLEDGEMENT State of California County of /Arm ct- 4) On 1) flti GUST 020 iZ before me,Cdj li1A/A 1.40.0iJ406/1A'( $u a personally appeared JAMES Cs . GOO P , 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 �L&1 t 4 4/sri(Seal) ACKNOWLEDGMENT State of California ) County of 5/ TA CLAM) WILLIAM F BRONNER k COMM.# 1906976 tp NOTARY PUBLIC -CALIFORNIA N SANTA CLARA CEUNTY r _2.12 coMIE lam. i On ) I A06037— 2 I z before me, Wr11iAWL F.SPoNnlOW6r kt Palk personally appeared V 1 C-1-0 P1 <�i as W o P..T , 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 cua WILLIAM F BRONNER COMM. # 1906978 fl) NOTARY PUBLIC•CALIFORNIA vs SANTA CLARA CBUNTY (Seal) MY COMM. EXP Nov. 1. 2014 14 GARROD TRUST DEVELOPMENT AGREEMENT Page 45 ACKNOWLEDGEMENT State of California County of S CE..A-R-A ) On ) l AIJ&OS 01012- before me, It/ 1/P1114 'Ran gq /UMW( fausc, personally appeared VllsC/& s_ Gh oD , 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 (/U -P JJ� 7Z 2<0 (Seal) ACKNOWLEDGMENT State of California ) County of ) WILLIAM F. BRONNER 4r COMM. # 1906978 N NOTARY PUBLIC -CALIFORNIA vi A SANTA CLARA COUNTY MY COMM. EXP Nov. 1, 2014 On before me, 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. S ignature (Seal) GARROD TRUST DEVELOPMENT AGREEMENT Page 46 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 State of Californian'. County of �tlt�L t4 l/Ltra- On t eb `rl before me, UM Date personally appeared We. IJo414. Here Insert Name and Title of thefficer 111 e Jr. Name(s) of Signer(s) �.:� , ABIGAIL AYENDE `s Commissions 1968928 •_E ., ;, Notary Publk - CdNornh c-'- , % Sada Clara County Place Notary Seal Above 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: 01114164 OPTIONAL Signature of otary Public Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Corporate Officer — Title(s): ❑ Individual E Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here ❑ Individual ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here L t c �� �� tSe k _e <r V�YE UF=O t 4c F �U_�Sr� e f E Ctie 4 �sa�:<t t e zee tam 4�e csc s e c:c c e <rcx.e x:e s- u:c c c r c r_ r- r- o ev © 2010 National Notary Association • NationalNotary.org • 1 -800 -US NOTARY (1-800-876-6827) Item #5907 Exhibit 2, EXHIBIT "A" 22600 MT. EDEN ROAD (GARROD FARMS) ANNEXATION TO CITY OF SARATOGA All that land situated in the County of Santa Clara, State of California, being a portion of the East half of Section 34 Township 7 South, Range 2 West M.D.B. & M., described as follows: Beginning at the section comer of Sections 34 and 35, Township 7 South, Range 2 West and Section 3 and 2 Township 8 South, Range 2 West M. D. B. & M. as shown on the Record of Survey Map recorded in Book 216 of maps at Page 37, Santa Clara County Records and the westerly limit of the City of Saratoga as established by Original Incorporation dated October 22, 1956; Thence (1) along city limit as established by 22461 Mt. Eden road annexation and along the Southerly section line of Section 34 South 88 Degrees 32 Minutes 22 Seconds West a length of 138.57 feet to the Westerly right of way line of Mt. Eden Road (width varies); Thence (2) along said right of way line North 43 Degrees 44 Minutes 51 Seconds East a length of 72.32 feet; Thence (3) 144.20 feet along a tangent curve to the left, said curve having a radius of 130.00 feet and a delta 63 Degrees 33 Minutes 17 Seconds; Thence (4) North 19 Degrees 48 Minutes 26 Seconds West a length of 70.51 feet; Thence (5) leaving said right of way line South 63 Degrees 27 Minutes 57 Seconds West a length of 168.63 feet; Thence (6) South 29 Degrees 19 Minutes 34 seconds West a length of 209.06 feet to the Southerly Section line of Section 34; Thence (7) along the Southerly section line of Section 34 South 88 Degrees 32 Minutes 20 Seconds West a length of 599.74 feet; Thence (8) leaving said section line North 11 Degrees 30 Minutes East a length of 110.22 feet; Thence (9) North 19 Degrees 45 Minutes 00 Seconds East a length of 138.60 feet; Thence (10) North 3 Degrees 30 Minutes 00 Seconds East a length of 170,94 feet; Thence (11) North 60 Degrees 05 Minutes 00 Seconds East a length of 163.02 feet; Thence (12) North 39 Degrees 00 Minutes 00 Seconds East a length of 151.14 feet; Thence (13) North 6 Degrees 30 Minutes 00 Seconds West a length of 45.54 feet; Thence (14) North 24 Degrees 00 Minutes 00 Seconds East a length of 194.19 feet to the Southerly right of way line of Mount Eden Road; Thence (15) along said right of way line North 71 Degrees 21 Minutes 36 Seconds West a length of 87.60 feet; Thence (16) South 84 Degrees 38 Minutes 17 Seconds West a length of 51.63 feet; Thence (17) North 71 Degrees 48 Minutes 19 Seconds West a length of 373.10 feet; Thence (18) North 24 Degrees 06 Minutes 01 Seconds West a length of 204.84 feet; Thence (19) North 9 Degrees 00 Minutes 44 Seconds West a length of 136.24 feet; Thence (20) North 12 Degrees 23 Minutes 23 Seconds East a length of 55.90 feet; Thence (2 1) North 56 Degrees 49 Minutes 11 Seconds West a length of 75.95 feet; Thence (22) North 41 Degrees 46 Minutes 23 Seconds West a Length of 160.70 feet; Thence (23) North 83 Degrees 10 Minutes 21 Seconds West a length of 48.64 feet; Thence (24) leaving said Southerly right of way line North 6 Degrees 49 Minutes 39 Seconds East a length of 40.00 feet; Thence (25) North 14 Degrees 15 Minutes 00 Seconds West a Iength of 105.51 feet; Thence (26) North 4 Degrees 00 Minutes 00 Seconds West a Length of 974.82 feet to the Southerly city Iimit of City of Cupertino established by "Stevens Creek No. 13" on September 12, 1961; Thence (27) along said city limit North 64 Degrees 00 Minutes 00 Seconds East a length of 135.96 feet; Thence (28) North 00 Degrees 00 Minutes 00 Seconds East a length of 34.70 feet; Thence (29) leaving said city limit North 81 Degrees 08 Minutes 59 Seconds East a length of 413.40 feet; Thence (30) North 81 Degrees 11 Minutes 54 Seconds East a length 69.77 feet; Thence (31) North 8 Degrees 48 Minutes 06 Seconds West a length of 120.00 feet; Thence (32) North 81 Degrees 11 Minutes 51 Seconds East a length of 120.00 feet; Thence (33) South 8 Degrees 48 Minutes 06 Seconds East a length of 120.00 feet; Thence (34) South 81 Degrees 29 Minutes 03 Seconds East a length of 263.37 feet to the Southerly city limit of City of Cupertino established b.y "Stevens Creek No 13" on September 12, 1961; Thence (35) along said city limit South 55 Degrees 00 Minutes 04 Seconds East a length of 566.39 feet to the Westerly city limit of City of Saratoga established by "Original Incorporation" on October 22, 1956, and the Easterly section line of Section 34; Thence (35) along the Westerly city limit and Easterly section line South 0 Degrees 07 Minutes 34 Seconds West a length of 2427.12 feet to the point of beginning. Containing 69.34 acres more or less. Disclaimer: "For assessment purposes only. This description of land is not a legal property description as defined in the Subdivision Map Act and may not be used as the basis for an offer for sale of the land described." Revised May 23, 2012 Qiitaik%,. • f:;•. Escip.tyli#IiiSkr"I0007 689 J. , • - *F.1,16kORDED.P.TAILTO: Normai0;:-.Stoner.• 1 la AttOrfiek'it Law 777 First St. 'San JosekCalif. 95112 • MAIL TAX:STATEMENTS TO: Above 3972348 B59 4O1 (.40•FOF.,RECORD?,- ,•-r. • „ • AT REQUEST OF• , • , , , , • ''''alliPiP;•••04'1(11.4411/2.; - OFFICIAL sEcosos- • C01.1,7," CIFOitriE ' FOWLFS . • ' — ABOVE:THIS 'LINE' FON. RECORUSE • _i" NOT SOLD. NG-CONST.D.,,,,„.. PAID NO TAX DUI': . • .1: • I.: • , --2 '1E11,4.2 • • ). „AU.4\ Le, :44.4f P4. cosparry convoyed; OR • ~Mk** Vis - ?an, Nan.: • " 71'; ,:.'t"`•1 !age°, , ail-dtrattl-R24-mat0in!t iota 4AY GARROD, VIC STOLTB SAktice: and : • • : ' .:iff.spwpAtt-,F6.?yRsamyri,to 3 Vinde. ,CoOper. and. Richard' W. Garr d. trost,agreement dated December 31 1970, between . . ..-.NA.T.110331C3-17GAREOD, EMMAt STOLTE 17.ARROD,'-'L0u2S13. GARROD COOPER,: GEORGE: E. COOPERctRICAARD;.RALPEI GARR9Di. EDNA t:.7.Y GARROD,. vrgcs S. GARROD, and JANE W.;:IGARROD,7•,:i`k•••:-• CO011ri'0 • Santa Clara ths' real property inthe. City of Saratoga in Exhibit "A" attached. , Stets of California. described at Dal Decl--e-SSIII-e-X-11.-19-7-12----- STATE OF CALIFORNIA COUNT Y OF Santa Clara "-• On benne ma. the undusisined, a Notary Pablie in and lot said State, parsonaiN appeand Rishard R—G.arrod, Vinre Stn1 Garrod and Jane Whiteman Garrod known to me to di Na prawn -5— whdo navy 5 are to the within Instrument and rick nor...4W that WITNESS my hand and official to.. (A. Norman A. Stoner MAIL TAX STATEMENTS NORMAN A. STONER NOTARY ettSLIC Same Clare County, Cat.f. • Ilhh moo to. .311.41 notarial seal/ AS DIRECTED ABOVE 1002 (10/601 EXHIBIT 'A" 9007 fjP 402 BEGINNING at stake -marked 1/4 S. atauding at the 1/4 section corner between Sectiona 34 and 35 Tovaahip 7 South Range 2 West, Mount Diablo Base and Meridian, and running thence along the 1/4 section line cunning East and West through the center of Section 35, Townahip 7 South, Range 2 West. Mount Diablo Base and Meridian, South 88° 53' 01" Fast 1818,97 feet to a stake marked L.M.1 at the Northeasterly corner of the- 78.05 acre tract described in the Deed from John G. Alonao, et ua, to L. A. Molloy, et al, dated Auguat 14, 1946 and recorded August 23, 1946 in Bcok 1362 of Official Records, page 469, thence along the Easterly line of said 78.05 acre tract South I° 14' 10" Weat 1482.80 feet to a point in the center of a ravine; thence North 63° 08' 08" West 811.40 feet to a point in the centerline of'a 60 foot right ofway hereinafter described; thence along the centerline of said 60 foot right of way the following courses and distances. to wit: North 84° 49' 19" West 264.52 feet; thence along the arc of a curve to the right with a radius of 300.00 feet tangent to the preceding,coursa through an angle of 13° 10'.a distance of 68.94 feet; thence North 71° 39' 19" West 105.16 feet; thence along the arc of a curve to the left with a radius of 266.60 feet and taUgenC to the preceding course through an angle of 67° 38' s distance of 314.70 feetOhance•South. 40° 42' 41" West 116.78 feet; thence along a curve to the left mirk a radiuseef 181.71sfeet_,an& taagent.to.the preceding course through an angle of 15° 58'e/7" :;a,diatancaiof450 65'feet, thence -along the are of a -reveres curve to the right With a ;. •radiusrof.:181L77?'PeeL through'anangleeof,15° 48'.;17"'a distance•of 50.65 feet, thencer South:40°:42';41„ble$t 65.99 feet; thence along the arc of a curve to the right with a radius+of 45.04 feet and.tangent to the preceding coarse through an angle of 77° 29' 25" a 4istsace•4 66.91efeet; thence along the are of.a reverse curve to the leftwith a radius'of 44.86ifeet-through an angle of 83° 2011-.55" a distance of 65.26 feet to the point. of ince iectinnof:aaid centerline of .said 60 fot right of way with the Southwesterly line of the': uid;78.05 acre tract described in said Deed to L. L. Molloy et al, above referred to, thence leaving said centerline of said 60 foot right of way and running along said Southveaterly 1'.'e of said 78.05 acre tract, North 55° 08' 49" West 123.82 feet to an iron pipe standing on the section line between said Sections 34 and 35, from which a live oak tree 20 /Ache* in diameter with 3 notches bears South 1° 49' 39" West 18.04 feet; said pipe also being ac the Southwesterly corner of said 78.05 acre tract thence along the line between said Sections 34 and 35. North 1° 49' 39" East 1337.03 feet to the point of beginning and being a portion of said Section 35, Township 7 South, Ranee 2 West, and containing approximately 51.528 acres, as surveyed by James and Waters, Civil Engineers, San Mateo, Palo Alto and San Jose, California, Decembee 1948. TOGETHER WITH a right of way, as granted in the Deed executed by Men:?e Lawlor et al, to Patrick A. McHenry, et al, and recorded April 26, 1917 in Book 455 of Deeds, page 573 conveying a 78.05 acre tract of. which the above described property is a part, over the then present road that led from the buildings on said 78.05 acre tract to and over the other land then of Mrs. Mamie Lawlor. ALSO TOGETHER WITH and as appurtenant to the parcel of land first hereinabove described, an easement for the purposes of ingress and egress and for the installation and maintenance of public utilities over a strip of land 60 feet in width the centerline of which is de- scribed as follows, to wit: Beginning at a point in the Southerly line of said parcel of land first hereinabove de- scribed distant thereon North 63° 08' 08" West, 811.40 feet from the Southeasterly corner of said parcel of land, thence along the Southerly line of said parcel of land the fol- lowing couraea and distances to wit: North 84° 49' 19" West 264.52 feet; thence along the arc of a curve to the right with a radius of 300.00 feet tangent to the preceding course through an angle of 13° 10' a distance of 68.94 feet; thence Horth 71° 39' 19" Wes: 105.16 feet; thence along the arc of a curve to the left vith a radius of 266.60 feet and tangent to the preceding course through an angle of 67° 38' a distance of 314.70 feet; thence Souch 400 42'41" West 116.78 feet; thence along a curve to the left with a radius of 181.71 feet and tangent to the preceding course through an angle of 15° 53' 17" a distance of 50.65 feet; thence along the arc of a reverse curve to the right with a radius of 181,71 feet through an angle of 15° 58' 17" a distance of 50.65 feet; thence South 40° 42' 41" West 65.99 feet; thence along the arc of a curve to the right with a radius of 45.04 feet and tangent to the preceding course through an angle of 77° 29' 25" a distance of 60.91 feet; thence along the arc of a reverse curve to the left with a radius of 44.86 feet through an angle of 83° 20' 55" a distance of 65.26 feet. 1 . • _ �y-=•" ,r