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Declaration of Easements & Covenants - 2017**This document was electronically submitted to Santa Clara County for recording" 23586109 IIEGORDING REQYES'tED BY 1<1RSt AMERICAN TIItlc Regina Alcomendras Santa Clara County -Clerk Recorder D2/21l2017 02:D0 PM RECORDING REQUESTED BY AND W1:i.EN lREC4RDED MAIL TO: CRPfSB Greekside Q 17, L.L.C. c/v South Bay Development Company 1690 Dell Avenue Campbell, CA 95008 Attention: Scott Tmbbe e s ~-- ~ I a 3~~`~ -5 ~ Titles; 1 Pages: 14 trees: $64.00 Tax: $0 Total: $64.00 DECLARATION OF 1;ASEMENTS AND COVENANTS Tbis Declaration of Easements and Covenants ("Declaration"} is made this,_J'~ day of +M , 2017, byCRP/SB Creekside @ 17, L.L.C., a Delaware limited liabilit~compatzy (" P/S )with respect to the parcels idenYtfied below as "67S Parcel" and "705 Parcel". A. CRP/SB is the owner in fee of that certain parcel of real property located at 675 Creekside Way, in the City of Campbell, County of Santa Clara, State of California, and more particularly described on Exhibit A attached hereto and made a part hereof (the "675 Parcel"). C'RP/SB, in its capacity as the fee owner of the 67 5 Parcel, is referred to as the "675 Parcel Qwner". The b75 Parcel currently is unimproved and 675 Parcel Owner or its successor or assign contemplates developing and constructing (i) an approximately one hundred seventy-two thousand (172,000} square foot office building ox< the 675 Parcel (the "Office Buii;ding") and (ii) a parking structure containing approximately $2$ spaces on the 67'5 Parcel ("Parldng~Strueture"). B. CRP/S$ also is the ownerin fee ofthat certain parcel ofreal property located at 705 Creekside Way, in the City of Campbell, County of Santa Clara, State of California, and more particularly described on Exhibit B attached hereto and made a part hereof (the "705 Parcel"). CRPISH, in its capacity as the fee owner of the 705 Parcel, is referred to as the "705 Parcel Owner". The 70S Parcel currently is improved with not less than eighty-three (83}surface parking spaces (the "Parce1705 Parl;irtg Spaces") and the 675 Pazcel currentlyisbenefited bythenon-exclusive right to use the Parce1705 Parking Spaces. C. The 67S Parcel Owner and the 705 Parcel Owner are referred to collectively as the "Owners". Parce1675 and Parce1705 are referred to collectively as the "Parcels". D. Pursuant to the terms of that cet#aixl Master Declaration of Covenants, Conditions and Restrictions and Grant of Easements for Creekside Center recorded on February 13, 2001, as Document Na. 15559059, as amended by that certain First Ameaidiueiit to Master Declaration of Covenants, Conditions and Restrictions and Grant of Easements for Creekside Center recorded on July 22, 2008, as Document No.19930204, as further amended bythat certain Second Amendment to Master Declaration of Covenants, Conditions and Restrictions and Grant of Easements for Creelcside Center recorded on June 16, 2014, as Document No, 22622663, as further amended by that pertain Second Amendment to Master Declaration of Covenants, Conditions axed Restrictions ~l~ 48?5-2729~369V6 S1F107536195 and Grant of Easements for Creekside Center recorded on October 19, 2015, as Document No. 23119199, Official Records of Santa Clara County, Campbell HHG Hotel Development, LP, a Delaware limited partnership (the "Hotel Owner"), as owner of that certain real property located adjacent to the 675 Parce] and upon which a hotel is situated thereon {the "Hotel Parcel', has been granted an irrevocable, non-exclusive easement for parking purposes in the Parking Structure, such fliat the Hotel Owner a,~d its successors-in-interest in the Hotel Parcel and any persons or entities from time to time entitled to the use and occupancy of the Hotel Parcel under any lease, deed or other instrument or arrangement with the owner of the Hotel Parcel whereunder such persons or entities have a right to the use and occupancy of any portion of the Hotel Parcel and their respective officers, directors, employees, agents, contractors, customers, visitors, invitees, licensees, subtenants and concessionaires (the "Hotel Permitted Users"} have the right to use (i} seventy-two (72) exclusive, designated parking spaces (clearly marked as "Hotel Parking Only" or `Resen~ed for Hotel") located on the ground floor level of the Parking Structure and in the location denoted with the letter "H" on Exhibit C-1 attachcd hcrcto, (ii) twclvc (12) cxclusivo, designated parking spaces (clearly narked as "Hotel Parking Only" or "Reserved for Hotel") located on the first level of the Parking Structure above the ground level of the Parking Structure and in the location denoted with the letter "H" on Exhibit C-2 attached hereto, and (iii) not less than an additional one hundred twenty-six (126) non-exclusive parking spaces for use at nighttime {defined as the period from 6:00 pm to 7:00 am Monday through Thursday), on weekends (defined as the period from 6:00 pm Friday to 7:00 am Monday), and on holidays, defined as New Year's Day, President's Day, Memorial Day, 4th of July, Labor Day, Thanksgiving and Christmas. E. Pursuant to that certain Parking Use Agreement referred to in the Memorandum of Parking Use Agreement recorded on June 1,1992, in Book M217 at Page 0239, as amended by that certain Amendment to Parking Easement recorded on March 24,1999, as Document No.14720112, Official Records of Santa Clara County, Legacy III Campbell, LLC, a Delaware limited liability company {the "Offsite Parcel Owner"), as owner of certain real property located across the street from the 705 Parcel, commonly referred to as 900 E. Harnilton, and upon which certain office buildings are situated thereon (the "Offsite Parcels"),has been granted a perpetual easement for the benefit of the Offsite Parcel Owner and its tenants, subtenants, occupants, employees, licensees, guests, invitees, successors in interest, assigns, agents and principals {the "Offsite Permitted Users"} to paxk three hundredtwenty-eight (328) vehicles on Parcel 675 and Pazce1705; however, in no event shall the Offsite Parcel Owner or any of the Offsite Permitted Users have a right to use or park in any of the seventy-two (72) exclusive, designated pazking spaces allocated to the Hotel Owner and Hotel Permitted Users located on the ground floor level of the Parking Structure and in the location denoted with the letter "H" on Exhibit C-1 attached hereto, or in any of the twelve (12) exclusive, designated parking spaces located on the first level of the Parking Structure above the ground level of the Parking Structure and in the location denoted with the letter "H" on Exhibit C-2 attached hereto. F. CRP/SB desires herein to provide for, among other things, (i) the non-exclusive use by the 675 Parcel Owner and its tenants, customers, invitees, licensees and subtenants of the Office Building of the Parce1705 Parking Spaces, (ii) an ingress/egress easement in favor of the 675 Parcel Owner and its tenan#s of the Office Building to provide access to the Parce1705 Parking Spaces, and (iii} the allocation of obligations with respect to the Parce1705 Parking Spaces and the 705 Parcel. _2_ 4825-2729-9369v6 SLF107538195 NO~V, THEREFORE, CRP/SB does hereby declare that Parcel 675 and Parce1705 are and shall be conveyed, hypothecated, encumbered, leased, occupied, built upon, or otherwise used, improved or transferred in whole or in part subject to the easements created below upon severance of title to the Parcels and subject to the quasi-easement created below as of the date of this Declaration (both the easements and the quasi~asements are collectively referred to herein as the "Eascments"). 1. Creation of Parkins Easement and Access Easement. Upon recordation of this Declaration and conveyance of title to any of the Parcels such that the Parcels, as a result of such conveyance, are not under common ownership, there shall be anon-exclusive easement for the purpose hereinafter stated, appurtenant to and for the benefit of Pazce1675 for the non-exclusive use ofthe Pazce1705 Parking Spaces (the "Parking Easement") and for ingress and egress to and from the 675 Parcel to access the Parcel 705 Parking Spaces (the "Access Easement"). The easements referred to in the immediately preceding sentence shall be deemed to have been created as of the recordation of this Declaration. 2. Pur,Poses of Easements. The Parce1705 Parking Easement herein created is for the purpose of permitting the 675 Parcel Owner and its tenants, customers, invitees, licensees and/or subtenants to use on anon-exclusive basis the Pazce1705 Parking Spaces. The Access Easement herein created is for ingress and egress to and from the 675 Parcel by the 675 Parcel Owner and its tenants, customers, invitees, licensees and subtenants to access the Parce1705 Parking Spaces. 3 . Temunation of Easements. The Parce1705 Parking Spaces shall be maintained by the 705 Parcel Owner for the benefit of the 675 Parcel Owner and the 675 Parcel Owner's tenants, customers, invitees,. licensees and subtenants so long as the 705 Parcel serves to provide offsite parking. In the event the Ciry of Campbell determines that the parking requirements with respect to the 675 Parcel, taking into consideration {i) surface pazking spaces situated on the 675 Parcel, (ii) parking spaces in the Parking Structure and (iii) any parking spaces the use of which are granted to the 675 Parcel Owner, in each case to the extent available to the 675 Parcel Owner and/or its tenants, customers, invitees, licenseesand/or subtenants, are satisfied without the need for the non-exclusive use of the Parce1705 Parking Spaces, then, upon the City of Campbell notifying the Owners that the Parking Easement is no longer required by the City of Campbell, the Owners shall be permitted to record a writing in the Official Records of Santa Clara County terminating this Declaration and terminating the Easements described herein. 4. Cost of Repair and Maintenance. (a) Party Responsible for Maintenance. The 705 Parcel Owner, at no cost to the 675 Parcel Owner, shall keep and maintain the 705 Parcel and the Parce1705 Parking Spaces thereon in good condition and repair. In the eventthe 705 Parcel Owner breaches its maintenance obligation set forth in the immediately preceding sentence, then the 675 Parcel Owner shall have the right to give the 705 Parcel Owner written notice of such breach and, in such event, if the 705 Parcel Owner does not cure or remedy such breach within thirty (30} days after its receipt of such written notice from the 675 Parcel Owner (or, in the event of an emergency or material impairment of access to the Parcel 705 Parking Spaces, as soon as possible under the circumstances), then the 675 Parcel Owner shall have the right and license to enter upon the 705 Parcel and undertake the necessary maintenance or repair to place the 705 Parcel and Parce1705 Parking Spaces in good condition and repair. All costs and expenses reasonably incurred by the 675 Parcel Owner in performing such -3- 4825.2729-9369v8 5LFlO753fi185 ' maintenance or repair shall be reimbursed by the 705 Parcel Owner to the 675 Parcel Owner; however, such reimbursement obligation shall not modify or alter any cost-sharing obligations of any third parties with respect to the 705 Parcel and/or the Parcel 705 Parking Spaces. The 675 Parcel Owner may deliver written notice (the "Reimbursement Notice") to the 705 Parcel Owner specifying the nature of work done, and the payments made. In the event the 705 Parcel Owner fails to reimburse the 675 Parcel Owner for the costs and expenses so incurred within ten (10) days after delivery of the Reimbursement Notice, the overdue amount shall thereafter bear interest until paid at the lesser of one and one-half percent (1.5%) per month or the highest legally permitted zate. (b) Repair and Restoration. In the event the use of any Easement by the 675 Parcel Owner or any of its tenants, customers, invitees, licensees and subtenants causes damage (other than as a result of ordinary wear and tear) to the surface of the 705 Parcel, the Parce1705 Parking Spaces or any improvements located thereon (including shrubbery, landscaping or trees), the 675 Parcel Owner shall repair and/or restore such surface, the Parcel 705 Parl~ing Spaces or improvements, as the case may be, to the condition existing immediately prior to the event of damage. , 5. Indeirvnity Insurance. The 675 Parcel Owner hereby agrees to indemnify, defend, protect and hold harmless the 705 Parcel Owner from aiid against any claims, liens, liabilities, . damages, costs and expenses (including, reasonable attorneys' fees) arising out of or resulting from the use by the 675 Parcel Owner or any ofits tenants, customers, invitees, licensees or subtenants of the 705 Parcel or the Parce1705 Parking Spaces. The 675 Parcel Owner shall carry (or shall cause to be carried) general liability insurance (primary and noncontributing} which shall cover the use bythe 675 Parcel Owner, and its tenants, customers, invitees, licensees ox subtenants, of the 705 Parcel and/or the Parce1705 Parking Spaces, which shall insure against bodily injury, death and property ~ damage. The amount of liability insurance shall be not less than One Million Dollars ($1,000,000). The liability insurance of the 675 Parcel Owner shall name the 705 Parcel Owner as an additional insured. Upon request by the 705 Parcel Owner, the 675 Parcel Owner shall provide the 705 Parcel Owner with a certificate of insurance as evidence that the required insurance is in effect. 6. Taxes. The real property taxes and assessments levied or assessed against the 705 Parcel shall be borne by the 705 Parcel Owner. 7. Miscellaneous Provision. (a) Each and all of the foregoing covenants and Easements: (i) shall apply to and bind CRP/SB and each and all future Owners and each and all of their respective heirs, successors, assigns, grantees, mortgagees, deed of trust beneficiaries, tenants and subtenants; (ii) are hereby imposed and granted pursuant to a general plan for the mutual benefit of the Owners and tenants and occupants of any and all portions ofthe Parcels; and (iii) shall obligate, inure to and pass with the 675 Parcel and the 705 Parcel and shall remain in force and effect as hereinafter provided. -4- 4825 2729-9369v6 SLR07536195 (b) No breach of any of the covenants, restrictions or other provisions contained in this Declaration shall defeat or render invalid the lien of any third party mortgage, deed of trust or similar security instrument made in good faith and for value and encumbering the 675 Parcel or the 705 Parcel; but all of the foregoing provisions, restrictions and covenants shall be binding and effective against any Owner of a Parcel, or any part thereof, whose title thereto is acquired by foreclosure, trustee's sale or otherwise. Notwithstanding the foregoing any lien obtained by one Owner for failure by the other Owner to perform under this Declaration shall be subordinate to any third-party first mortgage or deed of trust made in good faith and for value and shall be extinguished by foreclosure of such mortgage or deed of trust or by txansfer in lieu thereof, and such mortgagees shall not have any obligation or liability for sums accruing or which relate to events occurring prior to such foreclosure or transfer in lieu thereof. (c) lnvalidation of any one of the terms, covenants and conditions or other provisions herein contained by}udgment or court order shall in no way affect any of the uther terms, covenants and conditions or provisions hereof, the same shall remain in full force and effect. (d) The provisions of this Declaration shall not be deemed to constitute a dedication for public use or to create any right in the general public. (e) This Declaration, executed as of the, date hereof, shall take effect only upon, from and after its recordation in the Office of the County Recorder of Santa Clara County, California. (fl "Owner" shall mean any person, firm, corporation or other legal entity (including CRP/SB) which owns fee title to a Parcel. The term "Owner" shall not include a mortgagee or beneficiary under a deed of trust holding a security interest in a Parcel unless such mortgagee or beneficiary is in actual physical possession of the Parcel. The term "Owner" and/or "Owners" as used herein shall not include the Hotel Owner (defined in Recital D above) or the Offsite Parcel Owner (defined in Recital E above). In addition, the term "Parcels" as used herein shall not include the Hotel Parcel (defined in Recital D above) or the Offsite Parcels (defined in Recital E above). (g} Whenever this Declaration creates or imposes an obligation with respect to a Parcel, the Owner of the Parcel shall be responsible for the timely and proper performance of the obligation, notwithstanding any delegation by an Owner of such responsibility by lease, contract, or otherwise, to another party. . ,, (h) The rights herein granted and the obligations herein created maybe terminated by the written agreement of the Owners of the 675 Parcel and the 705 Parcel or their successors in interest. The foregoing notwithstanding, termination shall not be permitted without the written conseirt of airy mortgagee of either Parcel and the City of Campbell. [balance of page is intentionally blank; signature page follows on next page] i -5- 4825-2729-93fi9v6 SLF107536195 IN WITNESS WHEREOF, the undersigned has executed this Declaration as of the date first set forth above. CRP/SB CREEKSIDE @ 17, L.L.C., a Delaware limited liability company By: CRP/SB Creekside @ 17 Venture, L.L.C., a Delaware limited liability company, its Sole Member By: Hamilton Campbell, LLC, a California limited liability company, its Administrative Title: -6- 4825-2729-9369v6 SLF107538195 EXHIBIT A LEGAL DESCRIPTION OF 675 PARCEL Real property in the City of Campbell, County of Santa Clara, State of California, desczibed as follows: . . PARCEL 2 AS SHOWN ON THAT CERTAIN PARCEL MAP ENTITLED, "PARCEL MAP, BEING A SUBDIVISION OF PARCEL 3 AS SHOWN ON THAT CERTAIN PARCEL MAP FILED FOR RECORD ON JULY 27, 1988 IN BOOK 589 OF MAPS, PAGES 12 AND 13, SANTA CLARA COUNTY RECORDS" FILED FOR RECORD FEBRUARY 13, 2001 IN THE OFFICE OF THE RECORDER, COUNTY OF SANTA CLARA, STATE OF CALIFORNIA, IN BOOK 736 OF MAPS, PAGE(S) 48 AND 49. EXCEPTING THEREFROM THE RIGHTS TO PUMP, LAIZE OR OTHERWISE EXTRACT WATER FROM THE UNDERGROUND BASIN, AS CONVEYED TO SAN JOSE WATER COMPANY BY DEED RECORDED AUGUST 24,1988 IN BOOK K653, PAGE 1523, OFFICIAL RECORDS, AND BY DEED RECORDED SEPTEMBER 28, 1989 IN BOOK L112, PAGE 289, OF OFFICIAL RECORDS. APN: 288-01-025 -7- 4825-2729-9369v6 SLR07536195 EXHIBIT B LEGAL DESCRIPTION OF 705 PARCEL ' Real property in the City of Campbell, County of Santa Clara, State of California, described as follows: ' i PARCEL 4 AS SHOWN ON THAT CERTAIN PARCEL MAP ENTITLED, "PARCEL MAP, BEING A SUBDIVISION OF A PORTION OF THE SOUTHEAST'/ OF SECTION 2b, TOWNSHIP 7 SOUTH, RANGE l WEST, MT. DiABLO BASE AND MERIDIAN" FILED FOR RECORD JULY 27, 1988 IN THE OFFICE OF THE RECORDER, COUNTY OF SANTA CLARA, STATE OF CALIFORNIA, IN BOOK 589 OF MAPS, PAGES 12 AND 13. EXCEPTING THEREFROM THE RIGHTS TO PUMP, LAKE, OR OTHERWISE EXTRACT WATER FROM THE UNDERGROUND BASIN, AS CONVEYED TO SAN JOSE WATER COMPANY BY DEED RECORDED AUGUST 24, 1988 IN BOOK K653, PAGE ] 523, OFFICIAL RECORDS, AND BY DEED RECORDED SEPTEMBER 28, 1.989 IN BOOK L112, PAGE 289, OF OFFICIAL' RECORDS. ' APN: 288-01-015 ' ~1- 9825-2729-9369u6 SLFt07536195 EXHIBIT G1 GROUND FLOOR LEVEL PARKING PLAN LAYOUT [follows this page] -1- 4825-2729-9369v6 5LF107536195 ~u'eie ?ARKING 5TkUCTURE -LEVEL 0 (GROUriGy i ewee-c~ag v~a~s G~~ E]tH!!R Gt ..•. ,... EXHIBT C-2 FIRST LEVEL (ABOVE GROUND LEVEL) PARKING PLAN LAYOUT [follows this page] -1- 4625-2729-9369v6 SLF147536195 ~~i rte 1 Pl1~Klf~f3 ST~i1CTURE • LEV~1.0ldE .. .. ca~EOS~osra~cc,~ar~c,~ ~e~rc~: ... e ~. J R; ~ • ~ • ~ ~~. First American Title Insurance Company t" ~* National Commercial Services ~~~ ~~~~`~~ 1737 North First Street, Suite 500 ,:~, San 3ose, CA 95112 Phn - (408)451-7801 Fax - (408)451-7836 ILLEGIBLE NOTARY CERTIFICATION AND SEAL DECLARATION {GOVERNMENT CODE 27341.7) STATE OF CALIFORNIA ) SS. COUNTY OF SANTA CLARA ) NAME OF NOTARY: Jackie Stone PLACE OF NOTARY'S OATH/BOND: Santa Clara County COMMISSION I.D. NUMBER: 2139556 VENDOR I.D. NUMBER: NNA1 COMMISSION EXPIRATION DATE: January 8, 2020 I certify under penalty of perjury under the laws of the State of California that the foregoing is true and correct. {CCP 2015.5) PLACE OF EXECUTION OF TFEIS DECLARATION: San Jose, CA DATE: F ruary 21, 2017 BY: FOR FIRST AMERICAN TITLE INSURANCE COMPANY A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of ~~~0.~0. On 41 aV ) ao ~ ,before me, --~Ot ~ I2 ~ ~~7 e. ~ No~"Y Public, personally ap eared ~ C G~- {- 12 , l r ~ who proved to me on the basis of satisfactory evidence to be the erson{,af whose name is re subscribed to the within instrument and acknowledged to me thatshe/they executed the same ~.n xs er/their authorized capaeity(~'j, and that by is er/their signature{s~ on the instrument the person(~'J, or the entity upon behalf of which the person(.s~acted, executed the instrument. I certify under PENALTY OF PERJURY under the laves of the State of Califomia that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (Seal) i ature) IIE 01AI~IiNM ~ l1~ MiM dw CNMar+~~ ~ 2020' -2- 4825-2729-9369v6 SLF107536195 RECORDING REQUESTED B~' AND WHEN RECORDED MAIL TO: CRP/SB Creekside @ 17, L.L.C. c/o South Bay Development Company 1690 Dell Avenue Campbell, CA 95008 Attention: Scott Trobbe DECLARATION OF EASEMENTS AND COVENANTS USE This Declaration of Easements and Covenants ("Declaration") is made this~J// day of ~~~ 2017, by CRP/SB Creekside @ 17, L.L.C., a Delaware limited liability company (" RP/S )with respect to the parcels identified below as "675 Parcel" and "705 Parcel". A. CRP/SB is the owner in fee of that certain parcel of real property located at 675 Creekside Way, in the City of Campbell, County of Santa Clara, State of California, and more particularly described on Exhibit A attached hereto and made a part hereof (the "675 Parcel"). CRP/SB, in its capacity as the fee owner of the 675 Parcel, is referred to as the "675 Parcel O`vner". The 675 Parcel currently is unimproved and 675 Parcel Owner or its successor or assign contemplates developing and constructing (i) an approximately one hundred seventy-two thousand (172,000) square foot office building on the 675 Parcel (the "Office Building") and (ii) a parking structure containing approximately 828 spaces on the 675 Parcel ("Parking Structure"). B. CRP/SB also is the owner in fee of that certain parcel of real property located at 705 Creekside Way, in the City of Campbell, County of Santa Clara, State of California, and more particularly described on Exhibit B attached hereto and made a part hereof (the "705 Parcel"). CRP/SB, in its capacity as the fee owner of the 705 Parcel, is referred to as the "705 Parcel O`vner". The 705 Parcel currently is improved with not less than eighty-three (83) surface parking spaces (the "Parce1705 Parking Spaces") and the 675 Parcel currently is benefited by the non-exclusive right to use the Parce1705 Parking Spaces. C. The 675 Parcel Owner and the 705 Parcel Owner are referred to collectively as the "Owners". Parce1675 and Parce1705 are referred to collectively as the "Parcels". D. Pursuant to the terms of that certain Master D eclaration of Covenants, Conditions and Restrictions and Grant of Easements for Creekside Center recorded on February 13, 2001, as Document No. 15559059, as amended by that certain First Amendment to Master Declaration of Covenants, Conditions and Restrictions and Grant of Easements for Creekside Center recorded on July 22, 2008, as Document No. 19930204, as further amended by that certain Second Amendment to Master Declaration of Covenants, Conditions and Restrictions and Grant of Easements for Creekside Center recorded on June 16, 2014, as Document No. 22622663, as further amended by that certain Second Amendment to Master Declaration of Covenants, Conditions and Restrictions -1- 4825-2729-9369v6 SLF107536195 and Grant of Easements for Creekside Center recorded on October 19, 2015, as Document No. 23119199, Official Records of Santa Clara County, Campbell HHG Hotel Development, LP, a Delaware limited partnership (the "Hotel Owner"), as owner of that certain real property located adjacent to the 675 Parcel and upon which a hotel is situated thereon (the "Hotel Parcel"), has been granted an irrevocable, non-exclusive easement for parking purposes in the Parking Structure, such that the Hotel Owner and its successors-in-interest in the Hotel Parcel and any persons or entities from time to time entitled to the use and occupancy of the Hotel Parcel under any lease, deed or other instr-ulnent or arrangement with the owner of the Hotel Parcel whereunder such persons or entities have a right to the use and occupancy of any portion of the Hotel Parcel and their respective officers, directors, employees, agents, contractors, customers, visitors, invitees, licensees, subtenants and concessionaires (the "I3ote1 Permitted Users") have the right to use (i) seventy-two (72) exclusive, designated parking spaces (clearly marked as "Hotel Parking Only" ox `Reserved for Hotel") located on the ground floor level of the Parking Structure and in the location denoted with the letter "H" on Exhibit C~ 1 attached hcrcto, {ii) twclve (12) cxelusivc, designated parking spaces (clearly marked as "Hotel Parking Only" or "Reserved for Hotel") located on the first level of the Parking Structure above the ground level of the Parking Structure and in the location denoted with the letter "H" on Exhibit C-2 _attached hereto, and (iii) not less than an additional one hundred twenty-six (126) non-exclusive parking spaces for use at nighttune (defined as the period from 6:00 pm to 7:00 am Monday through Thursday), on weekends (defined as the period from 6:00 pm Friday to 7:00 am Monday), and on holidays, defined as New Year's Day, President's Day, Memorial Day, 4th of July, Labor Day, Thanksgiving and Christmas. E. Pursuant to that certain Parking Use Agreement referred to in the Memorandum of Parking Use Agreement recorded on June 1,1992, in Book M217 at Page 0239, as amended by that certain Amendment to Parking Easement recorded on March 24, 1999, as Document No. 14720112, Official Records of Santa Clara County, Legacy III Campbell, LLC, a Delaware limited liability company (the "Offsite Parcel Owner"), as owner of certain real property located across the street from the 705 Parcel, commonly refen•ed to as 900 E. Hamilton, and upon which certain office buildings are situated thereon (the "Offsite Parcels"),has been granted a perpetual easement for the benefit of the Offsite Parcel Owner and its tenants, subtenants, occupants, employees, licensees, guests, invitees, successors in interest, assigns, agents and principals (the "Offsite Permitted Users") to park three hundred twenty-eight (328) vehicles on Parce1675 and Parcel 705; however, in no event shall the Offsite Parcel Owner or any of the Offsite Permitted Users have a right to use or park in any of the seventy-two (72) exclusive, designated parking spaces allocated to the Hotel Owner and Hotel Permitted Users located on the ground floor level of the Parking Structure and in the location denoted with the letter "H" on Exhibit C-1 attached hereto, or in any of the twelve (12) exclusive, designated parking spaces located on the first level of the Parking Structure above the ground level of the Parking Structure and in the location denoted with the letter "H" on Exhibit C-2 attached hereto. F. CRP/SB desires herein to provide for, among other things, (i) the non-exclusive use by the 675 Parcel Owner and its tenants, customers, invitees, licensees and subtenants of the Office Building of the Parce1705 Parking Spaces, (ii) all ingress/egress easement in favor of the 675 Parcel Owner and its tenants of the Office Building to provide access to the Parcel 705 Parking Spaces, and (iii) the allocation of obligations with respect to the Parce1705 Parking Spaces and the 705 Parcel. -2- 4825-2729-9369v6 SLF107536195 NOW, THEREFORE, CRP/SB does hereby declare that Parce1675 and Parce1705 are and shall be conveyed, hypothecated, encumbered, leased, occupied, built upon, or otherwise used, improved or transferred in whole or in part subject to the easements created below upon severance of title to the Parcels and subject to the quasi-easement created below as of the date of this Declaration (both the easements and the quasi-easements are collectively referred to herein as the "Easements','). 1. Creation of Parking Easement and Access Easement. Upon recordation of this Declaration and conveyance of title to any of the Parcels such that the Parcels, as a result of such conveyance, are not under common ownership, there shall be anon-exclusive easement for the purpose hereinafter stated, appurtenant to and for the benefit of Parce1675 for the non-exclusive use of the Parce1705 Parking Spaces (the "Parking Easement") and for ingress and egress to and from the 675 Parcel to access the Parce1705 Parking Spaces (the "Access Easement"). The easements referred to in the immediately preceding sentence shall be deemed to have been created as of the recordation of this Declaration. 2. Purposes of Easements. The Parce1705 Parking Easement herein created is for the purpose of permitting the 675 Parcel Owner and its tenants, customers, invitees, licensees and/or subtenants to use on anon-exclusive basis the Parce1705 Parking Spaces. The Access Easement herein created is for ingress and egress to and from the 675 Parcel by the 675 Parcel Owner and its tenants, customers, invitees, licensees and subtenants to access the Parce1705 Parking Spaces. 3. Terniination of Easements. The Parce1705 Parking Spaces shall be maintained by the 705 Parcel Owner for the benefit of the 675 Parcel Owner and the 675 Parcel Owner's tenants, customers, invitees, licensees and subtenants so long as the 705 Parcel serves to provide offsite parking. In the event the City of Campbell determines that the parking requirements with respect to the 675 Parcel, taking into consideration (i) surface parking spaces situated on the 675 Parcel, (ii) parking spaces in the Parking Structure and (iii) any parking spaces the use of which are granted to the 675 Parcel Owner, in each case to the extent available to the 675 Parcel Ownerand/or its tenants, customers, invitees, licensees and/or subtenants, are satisfied without the need for the non-exclusive use of the Parce1705 Parking Spaces, then, upon the City of Campbell notifying the Owners that the Parking Easement is no longer required by the City of Campbell, the Owners shall be permitted to record a writing in the Official Records of Santa Clara County terminating this Declaration and terminating the Easements described herein. 4. Cost of Repair and Maintenance. (a) Party Responsible for Maintenance. The 705 Parcel Owner, at no cost to the 675 Parcel Owner, shall keep and maintain the 705 Parcel and the Parce1705 Parking Spaces thereon in good condition and repair. In the event the 705 Parcel Owner breaches its mainrtenance obligation set forth in the immediately preceding sentence, then the 675 Parcel Owner shall have the right to give the 705 Parcel Owner written notice of such breach and, in such event, if the 705 Parcel Owner does not cure or remedy such breach within thirty (30) days after its receipt of such written notice from the 675 Parcel Owner (or, in the event of an emergency or material impairment of access to the Parce1705 Parking Spaces, as soon as possible under the circumstances), then the 675 Parcel Owner shall have the right and license to enter upon the 705 Parcel and undertake the necessary maintenance or repair to place the 705 Parcel and Parce1705 Parking Spaces in good condition and repair. All costs and expenses reasonably incurred by the 675 Parcel Owner in performing such -3- 4825-2729-9369v6 SLF107536195 maintenance or repair shall be reimbursed by the 705 Parcel Owner to the 675 Parcel Owner; however, such reimbursement obligation shall not modify or alter any cost-sharing obligations of any third parties with respect to the 705 Parcel and/or the Parcel 705 Parking Spaces. The 675 Parcel Owner may deliver wxitten notice (the "Reimbursement lvotice") to the 705 Parcel Owner specifying the nature of work done, and the payments made. In the event the 705 Parcel Owner fails to reimburse the 675 Parcel Owner for the costs and expenses so incurred within ten (10) days after delivery of the Reunbursement Notice, the overdue amount shall thereafter bear interest until paid at the lesser of one and one-half percent (1.5%) per month or the highest legally permitted rate. (b) Repair and Restoration. In the event the use of any Easement by the 675 Parcel Owner or any of its tenants, customers, invitees, licensees and subtenants causes damage (other than as a result of ordinary wear and tear) to the surface of the 705 Parcel, the Parcel 705 Parking Spaces or any improvements located thereon (including slu-ubbery, landscaping or trees), the 675 Parcel Owner shall repair and/or restore such surface, the Parcel 705 Parlcing Spaces or improvements, as the case may be, to the condition existing immediately prior to the event of damage. 5. Indemnity Insurance. The 675 Parcel Owner hereby agrees to indemnify, defend, protect and hold harmless the 705 Parcel Owner from and against any claims, liens, liabilities, damages, costs and expenses (including, reasonable attorneys' fees) arising out of or resulting from the use by the 675 Parcel Owner or any of its tenants, customers, invitees, licensees or subtenants of the 705 Parcel or the Parce1705 Parking Spaces. The 675 Parcel Owner shall carry (or shall cause to be carried) general liability insurance (primary and noncontributing) which shall cover the use by the 675 Parcel Owner, and its tenants, customers, invitees, licensees or subtenants, of the 705 Parcel and/or the Parce1705 Parking Spaces, which shall insure against bodily injury, death and property damage. The amount of liability insurance shall be not less than One Million Dollars ($1,000,000). The liability insurance of the 675 Parcel Owner shall name the 705 Parcel Owner as an additional insured. Upon request by the 705 Parcel Owner, the 675 Parcel Owner shall provide the 705 Parcel Owner with a certificate of insurance as evidence that the required insurance is ui effect. 6. Taxes. The real property taxes and assessments levied or assessed against the 705 Parcel shall be borne by the 705 Parcel Owner. 7. Miscellaneous Provision. (a) Each and all of the foregoing covenants and Easements: {i) shall apply to and bind CRP/SS and each and all future Owners and each and all of their respective heirs, successors, assigns, grantees, mortgagees, deed of trust beneficiaries, tenants and subtenants; (ii) are hereby unposed and granted pursuant to a general plan for the mutual benefit of the Owners and tenants and occupants of any and all portions of the Parcels; and (iii) shall obligate, inure to and pass with the 675 Parcel and the 705 Parcel and shall remain in force and effect as hereinafter provided. -4- 4825-2729-9369v6 SLFV07536195 (b) No breach of any of the covenants, restrictions or other provisions contained in this Declaration shall defeat or render invalid the lien of any third party mortgage, deed of trust or similar security instrument made in good faith and for value and encumbering the 675 Parcel or the 705 Parcel; but all of the foregoing provisions, restrictions and covenants shall be binding and effective against any Ownex of a Parcel, or any part thereof, whose title thereto is acquired by foreclosure, trustee's sale or otherwise. Notwithstanding the foregoing any lien obtained by one Owner for failure by the other Owner to perform under this Declaration shall be subordinate to any third-party first mortgage or deed of trust made in good faith and for value and shall be extinguished by foreclosure of such mortgage or deed of trust or by transfer in lieu thereof, and such mortgagees shall not have any obligation or liability for sums accruing or which relate to events occurring prior to such foreclosure or transfer in lieu thereof. (c) Invalidation of any one of the terms, covenants and conditions or other provisions herein contained by j udgment or court order shall in no way affect any of the other terms, covenants and conditions or provisions hereof, the same shall remain in full force and effect. (d) The provisions of this Declaration shall not be deemed to constitute a dedication for public use or to create any right in the general public. (e) This Declaration, executed as of the date hereof, shall take effect only upon, from and after its recordation in the Office of the County Recorder of Santa Clara County, California. (f) "Owner" shall mean any person, firm, corporation or other legal entity (including CRP/SB) which owns fee title to a Parcel. The term "Owner" shall not include a mortgagee or beneficiary under a deed of trust holding a security interest in a Parcel unless such mortgagee or beneficiary is in actual physical possession of the Parcel. The term "Owner" and/or "Owners" as used herein shall not include the Hotel Owner (defined in Recital D above) or the Offsite Parcel Owner (defined in Recital E above). In addition, the teen "Parcels" as used herein shall not .include the Hotel Parcel (defined in Recital D above) or the Offsite Parcels (defined in Recital E above). (g) Whenever this Declaration creates or imposes aii obligation with respect to a Parcel, the Owner of the Parcel shall be responsible for the timely and proper performance of the obligation, notwithstanding any delegation by an Owner of such responsibility by lease, contract, or otherwise, to another party. . (h) The rights herein granted and the obligations herein created may be terminated by the written agreement of the Owners of the 675 Parcel and the 705 Parcel or their successors in interest. The foregoing notwithstanding, termination shall not be permitted without the written consent of any mortgagee of either Parcel and the City of Campbell. [balance of page is intentionally blank; signature page follows on next page] -5- 4825-2729-9369v6 SLF107536195 IN WITNESS WHEREOF, the undersigned has executed this Declaration as of the date first set forth above. CRP/SB CREEKSIDE @ 17, L.L.C., a Delaware limited. liability company By: CRP/SB Creekside @ 17 Venture, L.L.C., a Delaware limited liability company, its Sole Member By: Hamilton Campbell, LLC, a California limited liability company, its Administrative Y~ Title: O ~', -6- 4825-2729-9369v6 SLF107536195 EXHIBIT A LEGAL DESCRIPTION OF 675 PARCEL Real property in the City of Campbell, County of Santa Clara, State of California, described as follows: PARCEL 2 AS SHOWN ON THAT CERTAIN PARCEL MAP ENTITLED, "PARCEL MAP, BEING A SUBDIVISION OF PARCEL 3 AS SHOWN ON THAT CERTAIN PARCEL MAP FILED FOR RECORD ON JULY 27, 1988 IN BOOK 589 OF MAPS, PAGES 12 AND 13, SANTA CLARA COUNTY RECORDS" FILED FOR RECORD FEBRUARY 13, 2001 IN THE OFFICE OF THE RECORDER, COUNTY OF SANTA CLARA, STATE OF CALIFORNIA, IN I300K 736 OF MAPS, PAGE(S) 48 AND 49. EXCEPTING THEREFROM THE RIGHTS TO PUMP, LAKE OR OTHERWISE EXTRACT WATER FROM THE UNDERGROUND BASIN, AS CONVEYED TO SAN JOSE WATER COMPANY BY DEED RECORDED AUGUST 24, 1988 IN BOOK K653, PAGE 1523, OFFICIAL RECORDS, AND BY DEED RECORDED SEPTEMBER 28, 1989 IN BOOK L112, PAGE 289, OF OFFICIAL RECORDS. APN: 288-01-025 _7_ 4825-2729-9369v6 SLF107536195 EXHIBIT B LEGAL DESCRIPTION OF 705 PARCEL Real property in the City of Campbell, County of Santa Clara, State of California, described as follows: PARCEL 4 AS SHOWN ON THAT CERTAIN PARCEL MAP ENTITLED, "PARCEL MAP, BEING A SUBDIVISION OF A PORTION OF THE SOUTHEAST '/ OF SECTION 26, TOWNSHIP 7 SOUTH, RANGE 1 WEST, MT. DIABLO BASE AND MERIDIAN" FILED FOR RECORD JULY 27, 1988 IN THE OFFICE OF THE RECORDER, COUNTY OF SANTA CLARA, STATE OF CALIFORNIA, IN BOOK 589 OF MAPS, PAGES 12 AND 13. EXCEPTING THEREFROM THE RIGHTS TO PUMP, LAKE, OR OTHERWISE EXTRACT WATER FROM THE UNDERGROUND BASIN, AS CONVEYED TO SAN JOSE WATER COMPANY BY DEED RECORDED AUGUST 24, 1988 IN BOOK K653, PAGE 1523, OFFICIAL RECORDS, AND BY DEED RECORDED SEPTEMBER 28, 1989 IN BOOK L112, PAGE 289, OF OFFICIAL RECORDS. APN: 288-01-015 ~1~ 4825-2729-9369v6 SLF107536195 EXHIBIT C-1 GROUND FLOOR LEVEL PARKING PLAN LAYOUT [follows this page] -1- 4825-2729-9369v6 SLF107536195 r ~ ui n~ n PARKING STRUCTURE • LEVEL O ~GRDUND- V yr4 ~~~ rtwo .~. CREEKSDE DARKING GIWAGE ~. E1(Ffl9PT G1 EXHIBT C-2 FIRST LEVEL (ABOVE GROUND LEVEL) PARKING PLAN LAYOUT [follows this page] ~1- 4825-2729-9369v6 SLF107536195 .~. ,.~ ~« PARKING STRUCTURE • LEVEL ONE •uu r~ on ,~ CREEi{51GE PARIUNG GARAGE tx-peifC•x A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of ~~(iC~A,VA, On a~ ao ~ ,before me, ~(XC (~ ~ P ~fiuYl2, ,Notary Public, personally ap eared ~ Co+}- ~ , '~ who proved to me on the basis of satisfactory evidence to be the erson~ whose name is are subscribed to the within instrument and acknowledged to me that~/she/they executed the same in~her/their authorized capacity(~es~j, and that by is er/their signature($~' on the instrument the person(.a~, or the entity upon behalf of which the person(.s'jacted, 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. \ (Seal) i ature) JACI 1'OIIE ~ ~=ti~~ss ~•n~~ ~ 0 2020 -2- 4825-2729-9369v6 SLF107536195