HomeMy WebLinkAboutLeland Stanford Junior UniversityAGREEMENT TO EXTEND THE TIME TO COMPLETE
THE LOS ALTOS HILLS C-2 TRAIL PROJECT
This Agreement to Extend the Time to Complete the Los Altos Hills C-2 Trail Project
("Extension Agreement") is entered into by and between The Board of Trustees of The Leland
Stanford Junior University, a body having corporate powers under the laws of the State of
California ("Stanford") and the Town of Los Altos Hills, a municipal corporation ("Town").
This Extension Agreement amends the November 11, 2010 Agreement Regarding the Los Altos
Hills C-2 Trail Project ("C-2 Agreement"). This Extension Agreement is effective as of the date
it is executed.
RECITALS
A. Under the terms of the Agreement for Trail Easements, Construction,
Management, and Maintenance and Grant of Trail Easements between
Stanford and the County of Santa Clara ("Santa Clara County"), executed
by Santa Clara County on January 3, 2006 (the "Stanford/Santa Clara
County Trails Agreement"), Stanford is required to offer to fund
improvements to an existing trail within Town, identified as the C-2 Trail
in the County's Trails Master Plan. The obligation is subject to certain
terms and conditions specified in the Stanford/Santa Clara County Trails
Agreement.
B. On November 18, 2010, Stanford and Town executed the Agreement
Regarding the Los Altos Hills C-2 Trail Project ("C-2 Trail Agreement").
The parties intended the C-2 Trail Agreement to satisfy the condition in
Section 4.d of the Stanford/Santa Clara County Trails Agreement that
requires the parties to enter into a written agreement as a condition
precedent to Stanford's funding obligation. This Extension Agreement
does not modify, replace or supersede the C-2 Trail Agreement except that
this Extension Agreement amends the date for C-2 Trail Project
completion specified in Section 5.0 of the C-2 Trail Agreement and this
Extension Agreement amends the date after which the parties may
terminate the C-2 Trail Agreement for failure to satisfy conditions
precedent or due to threatened or pending litigation in Section 12.1 of the
C-2 Trail Agreement.
C. The Stanford/Santa Clara County Trails Agreement provides that, as a
condition precedent to Stanford's obligation to fund the improvements to
the C-2 Trail, the Town must agree in writing to complete construction of
the improvements by December 31, 2011 or a later date if extended
pursuant to the Stanford/Santa Clara County Trails Agreement. The
Stanford/Santa Clara County Trails Agreement further provides that the
time for the Town to act in order to receive funds from Stanford, and the
time for completion of the trail improvements, shall be extended for an
additional two years if Stanford and the Town agree to such an extension.
76848-0002/LEGAL22006742.1
This Extension Agreement extends the time for the Town to act, and the
time for completion of the C-2 Trail Project, to December 31, 2013 as
allowed by the Stanford/Santa Clara County Trails Agreement,
AGREEMENT
The parties agree as follows:
1. Extension. The time limit established by the Stanford/Santa Clara County
Trails Agreement for the Town to act to receive funds from Stanford, and
for the C-2 Trail Improvements to be completed, is extended to
December 31, 2013.
2. Stanford's Obligation for Construction. The date for completion of the
C-2 Trail Project in Section 5.0 of the C-2 Trail Agreement is amended to
be December 31, 2013, rather than December 31, 2011. As amended,
Section 5.0 of the C-2 Trail Agreement provides in relevant part as
follows:
"5.0 Stanford's Obligations for Construction and Insurance. Stanford is
responsible for constructing the Project in accordance with the Plans (with
the options chosen by Town in accordance with Section 1.1 above)
approved by Town. Subject to the terms and provisions of this
Agreement, Stanford will cause the Project to be (a) constructed in a good
and workmanlike manner in compliance with all applicable laws and the
Plans and (b) completed no later than December 31, 2013. Stanford shall
require that its contractor ... "
Conditions Precedent; Termination. The date after which the parties may
elect to terminate the C-2 Trail Agreement specified in Section 12.1 of the
C-2 Trail Agreement is amended to be July 1, 2013, rather than July 1,
2011. As amended, Section 12.1 of the C-2 Trail Agreement provides in
relevant part as follows:
"12.1 Conditions Precedent. Stanford's obligations under this Agreement
are expressly conditioned upon: (i) approval by Santa Clara County's
Director of Parks and Recreation of the Plans in accordance with Section
4.c of the Trail Agreement, received in writing by Stanford, (ii)
completion and attainment of all necessary permits and any necessary
easements pursuant to Section 3, (iii) Town's approval of the Plans
pursuant to Section 4, and (iv) Stanford's acceptance of the cost of the
mitigation measures pursuant to Section 1. If any of these conditions is
not satisfied by July 1, 2013, Stanford may elect to terminate this
Agreement by written notice to Town. Further, in the event any litigation
or challenge is brought or threatened against Stanford or the County with
-2-
76848-0002/LEGAL22006742.1
respect to the Trail Agreement, or Stanford or Town with respect to this
Agreement, and the same is not resolved to the satisfaction of Stanford in
its sole and absolute discretion (and/or Town in its sole and absolute
discretion as to any action threatened or brought against Town with
respect to this Agreement) on or before July 1, 2013, then either party may
elect to terminate this Agreement by written notice to the other party,
provided construction has not already commenced. The parties' respective
obligations ... "
4. All other provisions of the C-2 Trail Agreement remain unchanged and the
C-2 Trail Agreement remains in full force and effect.
The parties have executed this Extension Agreement on the dates set forth below.
TOWN OF LOS ALTOS HILLS
By: Qo� -a
Name: Carl Cahill
Title: City Manager
Date: December 8. 2011
Approved as to Form:
Steve Attas
City Attorney,
76848-0002/LEGAL22006742.1
THE BOARD OF TRUSTEES OF THE
LELAND STANFORD JUNIOR
UNIVERSITY
By:
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Title
Date: %:ll�Yt�iYYliy ,% % --Z0/1
Approved as to Form:
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62,
STANFORD
UNIVERSITY
;iFQftn JAN pR \`
LARRY HORTON
Senior Associate Vice President
+� f • Director o Government and
Community Relations
December 1, 2011
Mr. Carl Cahill
City Manager, Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
Dear Carl:
Enclosed is an agreement signed by Stanford's authorized representative that
will extend the deadline for completion of the C-2 trail until December 31, 2013.
If the Town of Los Altos Hills approves and signs this agreement before the end
of December 31, 2011, the extension will be approved, and Stanford can continue
working with you on the C-2 pathway issue.
If the agreement is not signed before the end of December 31, 2011, Stanford's
offer to the Town will expire, and Stanford will not work any further on this
matter.
Since we are presenting you with the single original agreement, we will treat all
copies or facsimiles as the original document.
If you have any questions, please call me.
Sincerely,
cc: Mayor Ginger Summit
Bob Reidy
Jim Inglis
Office of Public Affairs
Government and Community Relations
Building 170, First Floor, Stanford, CA 94305-2040 T 650.725.3324 F 650.725.3577
Deborah Padovan
From:
Larry Horton <Ihorton@stanford.edu>
Sent:
Monday, December 12, 201112:03 PM
To:
Deborah Padovan
Cc:
Barbara Schussman; Jim Inglis; Carl Cahill
Subject:
Re: Confirming
We did receive it, and the extension is granted.
Larry
Senior Associate Vice President/Public Affairs
Director of Government and Community Relations
Stanford University
Building 170, 1 st floor, Main Quad
Stanford, CA 94305-2040
larry.horton(a.stanford.edu
voice: 650-725-3324
fax: 650-725-3577
cell: 650-387-7841
On Dec 12, 2011, at 11:58 AM, Deborah Padovan wrote:
Dear Mr. Horton,
Just a follow up email to confirm you received an email copy of the Extension Agreement for the Los Altos Hills C-2 Trail
Project.
Please confirm receipt by return email.
Thank you
Deborah L. Padovan
City Clerk
Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
Phone: 650-947-2513
1
Deborah Padovan
From: Deborah Padovan
Sent: Thursday, December 08, 201110:18 AM
To: 'Ihorton@stanford.edu'
Cc: Carl Cahill; Richard Chiu
Subject: C-2 Trail Project
Attachments: Stanford C-2 Trail Extension Agreement.pdf
Dear Mr. Horton,
Please find attached a fully executed copy of the Agreement to Extend the Time to Complete the Los Altos Hills C-2 Trail
Project. We will maintain the original agreement in our files.
Please confirm receipt of this email and do not hesitate to contact if you have any questions.
Thank you
Deborah L. Padovan
City Clerk
Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
Phone: 650-947-2513