19-148 Campus Holdings, Inc., Overland Release Path Agreement 24283595
Regina Alcomendras
Santa Clara County - Clerk-Recorder
09/18/2019 02:21 PM
Titles: 1 Pages: 13
RECORDING REQUESTED BY: Fees: 0.00
Taxes: 0
Total: 10.00
City of Cupertino
WHEN RECORDED,MAIL TO:
City Clerk's Office
City of Cupertino
10300 Torre Avenue
Cupertino, CA 95014-3255
(SPACE ABOVE THIS LINE FOR RECORDER'S USE)
NO FEE IN ACCORDANCE
WITH GOV. CODE 27383
OVERLAND RELEASE PATH AGREEMENT
By and between Campus Holdings, Inc. and the City of Cupertino
6 Original
11 For Fast Endorsement
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RECORDED AT THE REQUEST OF: )
City of Cupertino )
WHEN RECORDED RETURN TO: )
City Clerk's Office )
City of Cupertino )
10300 Torre Avenue )
Cupertino, CA 95014-3255 )
SPACE ABOVE FOR RECORDER'S USE ONLY
OVERLAND RELEASE PATH AGREEMENT
THIS OVERLAND RELEASE PATH AGREEMENT("Agreement")dated as of August 7,
2019 (the "Effective Date"), is made by and between CAMPUS HOLDINGS, INC., a Delaware
corporation ("CHI"), and the CITY OF CUPERTINO, a municipal corporation of the State of
California(the"City").
RECITALS
A. CHI, a wholly owned subsidiary of Apple Inc., a California corporation, owns
certain real property located in the City of Cupertino, County of Santa Clara, State of California
(the"Apple Property"). A legal description of the real property is attached hereto as Exhibit"A".
B. In connection with the development of the Apple Property, the City agreed to
vacate a portion of Pruneridge Avenue (the "Street Closure"). As a result of the Street Closure,
the Overland Release Path(as defined below)will be located on the Apple Property. The Overland
Release path will convey storm water,which exceeds the City storm drain system's capacity, from
the surface of Pruneridge Avenue near the point of closure of Pruneridge Avenue (the "Point of
Closure").
C. The City requires that CHI keep and maintain within the Apple Property the
Overland Release Path for storm water in order to drain storm water flows that exceed the capacity
of the City's storm drain system and which drain along the surface of Pruneridge Avenue to the
Point of Closure. The Overland Release Path shall direct storm water flows that cannot be
conveyed by the City's storm drain system from the Point of Closure,through the Apple Property,
to a release point within the City's right of way, or to some other acceptable point of release as
reasonably approved by the City Engineer. The Overland Release Path shall be reasonably capable
of conveying the same capacity of storm water that the portion of Pruneridge Avenue, vacated,
could have drained had it not been vacated(the"Pruneridge Capacity").
NOW,THEREFORE,for good and valuable consideration,the receipt and sufficiency of
which is hereby acknowledged, CHI and the City agree as follows:
1. Overland Release Path.- CHI agrees to maintain on, under, over and across the
Apple Property,on a non-exclusive basis,the Overland Release Path for storm water, substantially
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consistent with the pattern described in the drawing attached as Exhibit `B" (the "Overland
Release Path"), and reasonably capable of draining storm water equivalent to the Pruneridge
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Capacity. Provided that the Overland Release Path is maintained and adequately conveys the
Pruneridge Capacity, CHI shall not be obligated to construct any additional improvements in
connection with the Overland Release Path or this Agreement. Notwithstanding CHI's agreement
to maintain the Overland Release Path at the Apple Property, CHI reserves the right to use Apple
Property and any portion thereof comprising the Overland Release Path for any purpose not 1
inconsistent with the maintenance and public purpose of the Overland Release Path as reasonably
determined by CHI with the City's concurrence, not to be unreasonably withheld, conditioned or
delayed. CHI shall not allow obstacles or ground elevations to obstruct the Overland Release Path's
ability to convey storm water at the Pruneridge Capacity.
2. Inspection of Overland Release Path. Upon not less than forty-eight (48) hours'
prior written notice, the City shall be permitted to enter the Apple Property to inspect the general
condition of the Overland Release Path. Any such inspection by the City shall be at the City's sole
risk and expense, subject to CHI's security protocols and otherwise consistent with City's standard
inspection procedures for similar drainage patterns.
3. Relocation of Overland Release Path. CHI reserves the right at any time and for
any reason to modify the location, direction or flow of the Overland Release Path or to construct
other facilities,provided that CHI shall provide and maintain an alternative Overland Release Path
or alternative facilities that adequately convey the Pruneridge Capacity from the Point of Closure
(the"Alternative Overland Release Path or Facilities")to a release point within the City's right
of way, or to some other acceptable point of release as reasonably approved by the City Engineer.
The Alternative Overland Release Path or Facilities shall be subject to the City's approval,which
approval shall not be unreasonably withheld, conditioned or delayed.
4. Termination of the Agreement.If CHI can demonstrate to the reasonable satisfaction
of the City Engineer that the Overland Release Path is no longer necessary to drain the Pruneridge
Capacity from the Point of Closure then this Agreement shall terminate upon written confirmation of
the City Engineer
5. Notices. Any notice required or permitted to be given under this Agreement shall
be deemed to be given when hand delivered or one (1) business day after pickup by FedEx,UPS
or similar overnight express service, sent via overnight delivery, in either case addressed to the
parties at their respective addresses referenced below:
If to CHT
c/o Apple Inc.
One Apple Park Way,MIS 18-REF
Cupertino,California 95014
Attention: Real Estate&Development
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With a copy to:
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Apple Inc.
One Apple Park Way,M/S 4-D LAW
Cupertino, California 95014
Attention: Real Estate Counsel
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if to City:
City of Cupertino
10300 Torre Ave.
Cupertino,California 95014
Attention: Director of Public Works
or in each case to such other address as either party may from time to time designate by giving
written notice to the other party.
6. Indemnity: CHI shall,to the fullest extent allowed by law,defend, indemnify,and
hold harmless the City and its officers,officials,agents,employees and volunteers from and against
any liability, claims, actions, causes of action or demands whatsoever against any of them,
including any injury to or death of any person or damage to property or other liability of any nature,
whether physical, emotional, consequential or otherwise, arising out, pertaining to, or related to
this Agreement and the Overland Release Path as delineated on Exhibit `B". These costs and
expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all
other cost and fees of litigation. This indemnity is limited to the extent that the claims, liabilities,
actions, causes of action, and damages arise out of the active negligence or willful misconduct of
City's employees,agents,representatives, contractors,vendors or consultants.
7. Insurance Requirements: CHI shall obtain and produce to the City's satisfaction
an insurance certificate and endorsements evidencing compliance with the insurance requirements
set forth in Exhibit"C",attached hereto.
8. No Third Party Rights. The parties hereto expressly do not intend by execution of
this Agreement to create in the public,or any member thereof,any rights as a third party beneficiary
or to authorize anyone not a party hereof to maintain a suit for any damages pursuant to the terms
of this Agreement.
9. Successors and Assigns. This Agreement shall be binding upon and shall inure to
the benefit of the successors and assigns of the parties hereto.
10. Counterparts. This Agreement may be executed and delivered in any number of
counterparts, each of which so executed and delivered shall be deemed to be an original and all of
which shall constitute one and the same instrument.
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[Signatures on following page]
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The parties hereto have executed this Agreement on the Effective Date.
CAMPUS HOLDINGS, INC.,
a Delaware corporation
By:
Name•
Title: �}
CITY OF CUPERTINO,
a municipal corporation
By:
Name:
Title:
Approved as to form:
By:
Name: We-0*t s !► _ Ih:n n e t-
Title: A-Vkvsn ej
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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 )
ss.
COUNTY OF SANTA CLARA )
On August 9, 2019 before me, Erika Mego, Notary Public, personally
appeared Jeff Schmidt who proved to me on the basis of
satisfactory evidence to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his authorized
capacity, and that by his signature on the instrument the person, or the entity upon
behalf of which the person 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.
*My
ERIKA MEGO
Notary Public-California
Notary PublicSanta Clara County
Commission#2242095
Comm.Expires May 11,2022
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189
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 1 1
County of: Saj4e, (ara- J}
On fi `� before me, L� C�.pi. d G r i
Date Here Insert Name and Title of the Officer
personally appeared ])c6o`, , y
Nome(s)of Signer(s)
who proved to me on the basis of satisfactory evidence to be th perso s)whose rGHb(--sO/are subscribed
to the within ins ment and acknowledged to me that he/ /they executed the sam his/fieY/their
authorized c aci y(ies), and th by his their s(5nat .r- s) on the instrument the (s), or the entity
upon behalf of which the r n(§) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the
LAUREN SAPUDAR
laws of the State of California that the foregoing
*MY
Notary Public-California paragraph is true and correct.
Santa Clara County
Commission Y 2247155 WITNESS my hand and official seal.
Comm.Expires Jun 22,2022
Signature
Place Notary Seal and/or Stamp Above Signature of Notary Public
OPTIONAL
Completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended 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):
❑ Partner— ❑ Limited ❑ General ❑ Partner— ❑ Limited ❑ General
❑ Individual ❑ Attorney in Fact ❑ Individual ❑ Attorney in Fact
❑ Trustee ❑ Guardian of Conservator ❑ Trustee ❑ Guardian of Conservator
❑ Other: ❑ Other:
Signer is Representing: Signer is Representing:
02017 National Notary Association
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EXHIBIT"A"
LEGAL DESCRIPTION
Real property in the City of Cupertino,County of Santa Clara, State of California,described as
follows:
PARCELS 1,2, 3,4 AND 5,AS SHOWN ON THAT CERTAIN PARCEL MAP FILED
DECEMBER 19,2014 IN BOOK 879 OF MAPS, PAGES 19- 25, SANTA CLARA COUNTY
RECORDS.
EXCEPTING FROM A PORTION OF PARCEL 1,THE UNDERGROUND WATER RIGHTS,
WITH NO RIGHT OF SURFACE ENTRY,AS CONVEYED TO CALIFORNIA WATER
SERVICE COMPANY,A CALIFORNIA CORPORATION, BY DOCUMENT RECORDED
OCTOBER 19, 1981 IN BOOK G400,PAGE 445 OF OFFICIAL RECORDS.
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ALSO EXCEPTING FROM PARCEL 2, THE UNDERGROUND WATER RIGHTS, WITH NO
RIGHT OF SURFACE ENTRY,AS CONVEYED TO THE CITY OF CUPERTINO,A
MUNICIPAL CORPORATION, BY DOCUMENT RECORDED OCTOBER 7,2011 AS
INSTRUMENT NO. 21352900 OF OFFICIAL RECORDS.
ALSO EXCEPTING FROM PARCEL 3, THE UNDERGROUND WATER RIGHTS,WITH NO
RIGHT OF SURFACE ENTRY,AS CONVEYED TO THE CITY OF CUPERTINO,A
MUNICIPAL CORPORATION,BY DOCUMENTS RECORDED OCTOBER 7,2011 AS
INSTRUMENT NO. 21352899 AND JANUARY 26,2012 AS INSTRUMENT NO.21511710,
BOTH OF OFFICIAL RECORDS.
ALSO EXCEPTING FROM A PORTION OF PARCEL 5, THE UNDERGROUND WATER
RIGHTS, WITH NO RIGHT OF SURFACE ENTRY, AS CONVEYED TO THE CITY OF
CUPERTINO,A MUNICIPAL CORPORATION,BY DOCUMENT RECORDED JANUARY
17, 1989 IN BOOK K820,PAGE 1180 OF OFFICIAL RECORDS.
APN: 316-06-061 (Affects a portion of Parcel 1), 316-07-049(Affects a portion of Parcel 1), 316-
06-062 (Affects Parcel 2), 316-06-063 (Affects Parcel 3), 316-06-064(Affects Parcel 4)and 316-
06-065 (Affects Parcel 5)
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EXHIBIT`B"
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OVERLAND RELEASE PATH
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HOMESTEAD ROAD
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APPROXIMATE LOCATION OF
STORMWATER OVERLAND
W RELEASE FROM
� 0,00/ PRUNERIDGE AVENUE
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PARCEL 1
(879 M 19)
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PLAT TO ACCOMPANY LEGAL DESCRIPTION DATE MAR. 2014
FOR: OVERLAND RELEASE SCALE 1 = 200'
CUPERTINO CALIFORNIA DR. BY SB
EXHIBIT ��8�� k7AM
KIER & WRIGHT SOB A11ozo-z
CIVIL ENGINEERS & SURVEYORS, INC. SHEET NO.
33SO Scott Boulevard,Building 22 (408)727 6665
USER:sbarber I:\PROJECTS\AI1020-T\DIG\SURVEY\PLATS\PROPOSED EASEMENTS\OVERLAND RELEASE\C-PIAT.dwg MARCH 06,20I 7:30Santa Clara,California 95054 fax(408)727 5641 1 OF
EXHIBIT"C"
INSURANCE REQUIREMENTS
CHI shall procure and maintain for the duration of the agreement, insurance against claims for
injuries to persons or damages to property which may arise from or in connection with the
performance of the obligations in this Agreement by CHI,its agents,representatives,employees
or contractors.
MINEWUM SCOPE AND LDM OF INSURANCE j
Coverage shall be at least as broad as:
1. Commercial General Liability(CGL): Insurance Services Office(ISO)Form CG 00
01, or its substantial equivalent, on an "occurrence" basis, including coverage for
liability arising from CHI's or its contractor's acts or omissions,including bodily injury
(including death), property damage, personal and advertising injury, contractual
liability,products and completed operations, and damage to leased premises coverage,
with limits of at least$2,000,000 per occurrence and $4,000,000 in the aggregate.
a Additional Insured coverage under CHI's policy shall be "primary" and will not
seek contribution from City's insurance/self-insurance,and shall be at least as broad
as ISO CG 20 0104 13 or its substantial equivalent.
h The limits of insurance required may be satisfied by a combination of primary and
umbrella or excess insurance, provided each policy complies with the requirements
set forth in this Contract. Any umbrella or excess insurance shall contain or be
endorsed to contain a provision that such coverage shall also apply on a primary and
non-contributory basis for the benefit of City before the City's own insurance or
self-insurance shall be called upon to protect City as a named insured.
2 Automobile Liability: ISO Form CA 00 01, or its substantial equivalent, covering all
owned,non-owned and hired vehicles,with limit no less than $1,000,000 per accident
for bodily injury and property damage. !�
3. Workers' Compensation: As required by the State of California, with Statutory
Limits, and Employer's Liability Insurance of no less than $1,000,000 per accident
for bodily injury or disease, or as otherwise required by statute. If a contractor is self-
insured, it must provide a Certificate of Permission to Self-Insure, duly authorized by
the DIR.
❑ N/A if box checked(Contractor provides written verification it has no employees).
4. Professional Liability for any design or engineering or other professional work under
this agreement with limits no less than $2,000,000 per occurrence or claim, and
$2,000,000 aggregate. CHI may satisfy this requirement by requiring any contractor
performing such design, engineering or other professional work to maintain such j
insurance.
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5. Builder's Risk.If,and only if,CHI is performing construction,Course of Construction
insurance utilizing an "All Risk" (Special Perils) coverage form or its substantial
equivalent, with limits equal to the completed value of the work and no coinsurance
penalty provisions.
OTHER INSURANCE PROVISIONS
The insurance policies are to contain, or be endorsed to contain,the following provisions:
Additional Insured Status
The City of Cupertino, its City Council, officers, officials, employees, agents, servants and
volunteers are to be covered as additional insureds on the CGL policy with respect to liability
arising out of the work under this agreement,including materials,parts,or equipment furnished. j
Endorsement of CGL coverage shall be at least as broad CG 20 10, CG 20 26, CG 20 33, or
CG 20 38; and CG 20 37 as applicable.
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Primary Coverage
For any claims related to this agreement, CHI's insurance coverage shall be"primary"and at
least as broad as ISO CG 20 0104 13 with respect to City, its officers, officials,employees and 1
volunteers, and shall not seek contribution from City's insurance. If the limits of insurance are
satisfied in part by Umbrella/Excess Insurance,the Umbrella/Excess Insurance shall contain
or be endorsed to contain a provision that such coverage shall also apply on a "primary and
non-contributory"basis for the benefit of City.
Notice of Cancellation
Each insurance policy required shall provide that coverage shall not be canceled except on
thirty (30) days-notice. CHI shall provide thirty (30) days notice of such cancellation to the
City. In the event of cancellation, CHI shall promptly replace such insurance so no lapse in
coverage occurs.
Waiver of Subrogation
Each required policy must include an endorsement providing that the carrier agrees to waive
any right of subrogation it may have against City. CHI agrees to waive rights of subrogation
which any insurer of CHI may acquire from CHI by virtue of the payment of any loss. CHI
agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation.
The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of
the City for all work performed by CHI, its employees, agents and subcontractors.
Acceptability of Insurers
Insurance must be issued by insurers authorized to do business in the State of California, and
each insurer must have an A.M. Best's financial strength rating of"A"or better and a financial
size rating of"VII"or better. j
Verification of Coverage
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Contractor shall furnish the City with original certificates evidencing coverage required by this
contract.All certificates are to be received and approved by the City before work commences.
Subcontractors
CHI shall require and verify that all subcontractors maintain insurance meeting all the 9
requirements stated herein, and CHI shall ensure that City is an additional insured on the CGL
insurance required from subcontractors. For CGL coverage subcontractors shall provide
coverage with a form at least as broad as CG 20 38 04 13.
Special Risks or Circumstances
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City reserves the right to modify these requirements, based on the nature of the risk, prior
experience, insurer, coverage,or other circumstances.
Self-Insurance
So long as CHI, or its parent company Apple Inc., maintains an audited net worth of
$100,000,000,CHI may satisfy the insurance requirements in this Exhibit C through a program
of self-insurance, self-insured retentions and/or deductibles; provided that CHI shall be
responsible for losses or liabilities, including the provision of a defense,that would have been
covered by a third-party insurer but for CHI's decision to self-insure such losses or liabilities.
CHI shall be responsible for payment of all self-insured retentions or deductibles under such
insurance.
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