14-190 Street Improvement-Apple Campus 2RECORDING REQUESTED BY
City of Cupertino
WHEN RECORDED MAIL TO
City Clerk's Office
City of Cupertino
10300 Torre Avenue
Cupertino, CA 95014-3255
NO FEE IN ACCORDANCE
WITH GOV. CODE 27283
DOCUMENT: 23400069
Pages: 3
Fees.... 5.00
Taxes..
I Copies.
' AMT PAID 5.00
RDE # 003
REGINA ALCOMENDRAS 8/15/2016003
SANTA CLARA COUNTY RECORDER PM
Recorded at the request of
2:56City
(SPACE ABOVE THIS LINE FOR RECORDER'S USE)
NOTICE OF COMPLETION
CITY PROJECT NAME: Apple Campus 2 Mitigation Intersection L -M: Tantau Avenue
.71 Original
71 For Fast Endorsement
CUPERTINO
Recording Requested By:
When Recorded Mail To:
City of Cupertino
10300 Torre Ave.
Cupertino, CA 95014
FA
NOTICE OF COMPLETION
Civil Code §§ 8182, 8184, 9204, and 9208
NOTICE IS HEREBY GIVEN THAT:
1. The undersigned is the agent of the owner of the project described below.
2. Owner's full name is: City of Cupertino
3. Owner's address is: City Hall, 10300 Torre Avenue, Cupertino, CA 95014
4. Construction work on the project performed on the owner's behalf is generally described as
follows: City Project Name: Apple Campus 2 Mitigation Intersection L -M: Tantau Avenue
5. The name of the original contractor for the project is: Devcon Construction, Inc.
6. The project was completed on: August 9, 2016
7. The project is located at: Tantau Avenue and Vallco Parkway
Verification: In signing this document, I, the undersigned, declare under penalty of perjury under the laws
of the State of California that I have read this notice, and I know and understand the contents of this
notice, and that the facts stated in this notice are true a rrect.
`a 1I S 11(o ; Santa Clara County
Dae and Place Signature
Timm Borden
Director of Public Works and City Engineer
"NO FEE"
City of Cupertino
NOTICE OF COMPLETION is hereby given in order to comply with the provisions of
Section 27283 of the Government Code.
This is to certify that the Notice of Completion dated August 15, 2016 for
CITY PROJECT NAME: Apple Campus 2 Mitigation Intersection L -M: Tantau Avenue
and the City of Cupertino, a governmental agency is hereby accepted by the City of Cupertino
on August 15 2016 and the grantee consents to recordation thereof by its duly authorized
officer.
I certify under Penalty of Perjury under the laws of the State of California that the foregoing
paragraph is true and correct.
Dated: August 15, 2016
By:
Lauren Sapudar
Senior Office Assistant
+ F$JECORDING REQUESTED BY:
City of Cupertino
WHEN RECORDED, MAIL TO:
City Clerk's Office
City of Cupertino
10300 Torre Avenue
Cupertino, CA 95014-3255
NO FEE IN ACCORDANCE
WITH GOV. CODE 27383
DOCUMENT: 22854897 IIIWIIIIII�IIIIII�IIIIIIIB�I!II��' Pages: ��:_ "aAMT PAID 5.00
REGINA ALCOMENDRAS
SANTA CLARA COUNTY RECORDER
Recorded at the request of
City
RDE # 001
2/13/2015
1 108 AM
(SPACE ABOVE THIS LINE FOR RECORDER'S USE)
STREET IMPROVEMENT AGREEMENT
City of Cupertino — Apple Campus 2
S Original
0 For Fast Endorsement
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Cupertino
City Clerk's Office
10300 Torre Avenue
Cupertino, CA 95014-3202
EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §6103
Space above this line for Recorder's use.
STREET IMPROVEMENT AGREEMENT
City of Cupertino - Apple Campus 2
This Street Improvement Agreement (this "Agreement") is made and entered into this 2nd day
of April, 2014 ("Effective Date"), by and between the CITY OF CUPERTINO, a municipal corporation of
the State of California ("City"), and APPLE INC., a California corporation ("Developer").
RECITALS
A. Developer has a legal and equitable interest in certain real property consisting of
approximately 176 acres located within the City and generally bordered by East Homestead Road on the
north; adjacent properties to the east of North Tantau Avenue on the east; Interstate 280 and The
Hamptons apartment community on the south; and North Wolfe Road on the west (APN Nos. 316 06
033; 316 06 038; 316 06 039; 316 06 045; 316 06 046; 316 06 048; 316 06 049; 316 06 050; 316 06 051;
316 06 052; 316 06 053; 316 07 044; 316 07 045; 316 07 046; 316 09 019; 316 09 027; 316 09 028; 316
18 012; 316 18 025; 316 18 026; 316 18 027; 316 18 035) (the "Property"). The Property is owned by
Campus Holdings, Inc. ("CHI"), a Delaware corporation and wholly owned subsidiary of Developer. CHI
and Developer have entered into an agreement for Developer to develop and occupy the Property. As
evidenced by the signature of its authorized representative below, CHI has acknowledged its approval of
this Agreement and the terms and conditions set forth herein. Pruneridge Avenue extends through the
Property on a roughly east/west alignment. On October 15, 2013, the Cupertino City Council adopted a
resolution indicating the City's intent to vacate the portion of Pruneridge Avenue that lies within the
boundary of the Property, and pursuant to that certain Purchase and Sale Agreement dated as of
November 19, 2013 and executed by and between the City and CHI, CHI has a legal and equitable
interest in such portion of Pruneridge Avenue which, upon the City's vacation of the same, will be
included as part of the Property.
B. In 2011, Developer submitted applications for development of the Apple Campus 2
Project, which proposed the redevelopment of a then existing office park into a single, unified campus
consisting of the construction of 3.42 million square feet of office, research and development buildings,
120,000 square foot corporate auditorium, 100,000 square foot corporate fitness center, 25,000 square
foot valet parking reception, 92,000 square feet of utility plants, and associated parking and ancillary
buildings (the "Project"). The Project applications, included an application to subdivide the Property into
five parcels in accordance with and as more particularly described in the Map (the "Subdivision").
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C. On October 15, 2013, the City Council held a duly noticed public hearing on the various
applications and approved a Vesting Tentative Map for the Project, including conditions of approval.
Vesting Tentative Map Conditions of Approval #4 and #5 required that Developer enter into this
Agreement to ensure that certain off-site improvements ("Improvements") would be constructed and
'fees paid. Because of the size and nature of the Project, there are numerous Improvements, including
several Improvements located outside the jurisdiction of the City, and the City and Developer
acknowledge that effectively and efficiently constructing the Improvements will require coordination
with outside agencies, cooperation among the parties, and the need for appropriate sequencing to
minimize disruption. The City and Developer also entered into a Development Agreement, effective
December 20, 2013, to both vest development rights for the Project as well as to.ensure a coordinated
and cooperative implementation of the Project.
D. Pursuant to the Subdivision Map Act of the State of California and City's local ordinances
and regulations relating to subdivision maps, Developer has presented to City for approval a final
subdivision map prepared by [_K09 k ] and dated [ 3 11Y] (the." Map") for the Subdivision.
w;Cl� N T
E. Developer has prepared certain plans and related specifications (as more particularly
identified in Exhibit D attached hereto, the "Improvement Plans") for construction, installation and
completion of the Improvements. The Improvement Plans have been prepared at a conceptual level,
and City has approved them for purposes of determining the approximate costs of the Improvements.
F. The Improvement Plans include Improvements to be located in the City of Cupertino, as
well as in certain other jurisdictions. Developer has entered into discussions with responsible agencies
in these jurisdictions in order to confirm the general scope, design and anticipated cost of the
Improvements, including discussions with the California Department of Transportation, Valley
Transportation Authority, County of Santa Clara and Cities of Santa Clara and San Jose, but these
agencies have not yet given final approval for the Improvement Plans. Pursuant to Tentative Map
Condition of Approval #4, if Developer, despite its best efforts, is unable to make sufficient progress with
a responsible agency to obtain approval of the Improvement Plans, the Developer may still obtain
construction permits for the Project if Developer provides adequate funding to cover such extra -
jurisdictional Improvements to be held in an escrow account for the benefit of the City, or Developer
provides another form of security pursuant to Section 4 below. Developer has made such best efforts,
yet as of the Effective Date, the responsible agencies have not approved the Improvement Plans.
NOW, THEREFORE, in consideration of City's approval of the Map, and in order to insure
satisfactory performance by Developer of its obligations under the Subdivision Map Act, the Cupertino
Municipal Code, and the conditions of approval appurtenant to City's approval of the Map, City and
Developer agree as follows:
1. DEVELOPER'S OBLIGATION TO CONSTRUCT IMPROVEMENTS
1.1 Completion of Improvements. Developer, at its own expense, and in compliance with all
provisions of the Subdivision Map Act, the Cupertino Municipal Code, the Map and any amendments
thereto, and all other applicable laws, and pursuant to the terms of the Development Agreement, shall
furnish, install, and construct all of the Improvements in substantial conformance with the Improvement
Plans. For those Improvements to be located within the jurisdiction of the City, the determination of the
City Engineer shall be final as to whether any material or workmanship meets the Improvement Plans
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and specifications and standards as set forth in this Section 1.1. For those Improvements to be located
outside the jurisdiction of the City, such determination shall be made by the applicable official within
said agency, as determined by that jurisdiction. If City believes the material or workmanship of any
Improvements do not meet the Improvement Plans or specifications and standards, it shall identify any
deficiencies in writing and propose specific cures. To the extent there are disagreements regarding the
completion of the Improvements, City and Developer shall meet and confer prior to City pursuing the
remedies available to City under this Agreement.
1.2 Compliance. with Laws. For those Improvements within the City, Developer, at its
expense, shall construct, or cause its contractors and subcontractors to construct, the Improvements in
accordance with: (i) the City of Cupertino Standard Details and Specifications; (ii) the Standard
Specifications of the California Department of Transportation, where applicable; (iii) the Standard
Specifications of the Cupertino Sanitary District, where applicable;, and (iv) all applicable State, Federal
and local laws, rules and regulations, including applicable Labor Code requirements. Wherever the
words "State" or "California Division of Highways" are mentioned in the State Specifications, it shall be
considered as referring to the City of Cupertino; also wherever the "Director" or "Director of Public
Works" is mentioned, it shall be considered as referring to the City Engineer. For those Improvements
within the City, in case of conflict between the State Specifications and the specifications of City and/or
the Cupertino Sanitary District, the specifications of the City and/or the Cupertino Sanitary District shall
control; provided, however, Improvements within the City that are under the jurisdiction of Caltrans
shall comply with the Caltrans standards.
1.3 Repair and Replacement of Damaged Public Facilities. Developer shall, at its own
expense, repair or replace all public improvements, public utility facilities, surveying monuments and
other public facilities located within the City that are destroyed or damaged as a result of any work
under this Agreement. Developer shall promptly notify the City Engineer of such damage and shall
obtain the City Engineer's approval of all repair and replacement work.
1.4 Developer's Responsibility Until City's Acceptance. Until City (or the . applicable
responsible agency) accepts the Improvements, Developer shall be responsible for the care and
maintenance of such Improvements and shall bear all risks of loss or damage to the Improvements.
Neither City nor any responsible agency shall have any liability for any accident, loss or damage to the
Improvements prior to their completion and acceptance by City (or by the applicable responsible
agency). City's (or the applicable responsible agency's) acceptance of the Improvements shall not
constitute a waiver of any defects in the Improvements or Developer's obligation to repair such defects
as provided in Section 8 of. this Agreement (or other agreement with the applicable responsible agency).
1.5 Timing of Installation and Completion. 'Developer shall install and complete the
Improvements to be located within City and subject.to the City's jurisdiction by not later than three (3)
years following the Effective Date, or within such longer period as provided in Section 22 below, or as
may be specifically authorized in writing by the City Engineer pursuant to Section 1.6 of this Agreement.
In the event Developer fails or refuses to complete the Improvements within the specified period of
time, for those Improvements located within the jurisdiction of the City, City (after complying with the
notice requirements set forth in Section 17.3 and expiration of applicable cure periods, except in the
event of an immediate threat to public health and safety in which case only telephonic notice shall be
required), may draw upon the security provided pursuant to Section 4 and use such funds to complete
the Improvements in whatever manner City shall decide. If (i) Developer does not commence such
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Improvements within the notice period provided in Section 17.3, and thereafter diligently pursue them
to completion, and (ii) City completes or causes such Improvements to be completed, then City may
recover any and all costs incurred thereby from Developer, or Developer's surety, or both, or by drawing
upon the security provided pursuant to Section 4. No final inspection shall be granted nor street
improvements accepted unless all of the requirements for safety purposes such as sidewalks, handicap
ramps, street lights, and the like have been installed.
1.6 Time Extensions. The City Engineer, in his or her reasonable discretion, may approve in
writing a request for extension of the time required for construction of the Improvements upon
Developer's showing of good cause. Good cause may include third -party permitting agency delays in
issuing permits required for the work of Improvements, including CalTrans permitting delays, as well as
delays for enforced delay as defined in Section 22. Developer agrees that it shall not be unreasonable
for City to disapprove an extension request based on third -party permitting agency delays, if the
requested extension together with any previously approved extension(s) would extend the outside date
for construction of the Improvements set forth in Section 1.5 above to a date which is more than five
years following the Effective Date. In approving a request for time extension, the City Engineer may
impose reasonable related conditions, such as requiring Developer to furnish new or modified security
guaranteeing performance of this Agreement, as extended, in an increased amount necessary to
compensate for any projected increase in the estimated total cost of Improvements, as determined by
the City Engineer.
1.7 Permits. Developer, at its own expense, shall obtain and comply with the conditions of
all necessary permits and licenses for the construction of the Improvements and give all necessary
notices and pay all fees and taxes required by law.
2. DEDICATION AND ACCEPTANCE OF EASEMENTS OR RIGHTS OF WAY
As specified on the Map, Developer/CHI shall irrevocably offer to dedicate to City the real
property/easements shown on the Map, which is incorporated herein by reference (the "Dedicated
Property"). Subject to Developer's performance of each and every covenant and condition of this
Agreement and the Map and all other applicable conditions of approval (or City's written waiver
thereof), City agrees to accept the Dedicated Property. Developer agrees not to revoke these offers of
dedication, and to keep said offers open until City accepts the Dedicated Property. Developer further
agrees to deliver to City at the time of City's acceptance of the offers of dedication such other executed
conveyances, reconveyances of security instruments, and other instruments necessary to convey clear
title as herein required. Developer, at Developer's sole cost and expense, shall provide to City at the
time of City's acceptance of each dedication of the Dedicated Property: (i) a preliminary title report
issued by a title insurance company for the Dedicated Property , and (ii) a standard policy of title
insurance in form approved by City and issued by a title insurance company approved by City insuring
City's interest in the Dedicated Property and showing that the'Dedicated Property is free and clear of all
mechanics liens and liens of any mortgages, deed of trusts or lease lease -back financings.
3. INSPECTION AND FINAL ACCEPTANCE OF PUBLIC IMPROVEMENTS
3.1 Access for Inspections. Developer shall at all times maintain proper facilities and safe
access for inspection of the Improvements by the City Engineer and his or her designees.
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3.2 Completion and Acceptance. With respect to those portions of the Improvements
located within the City of Cupertino, upon completion of such Improvements in compliance with the
Improvement Plans and all applicable City and other governmental standards, as determined by the City
Engineer, the City Engineer shall certify completion thereof. The City shall accept the Improvements
within 30 days of the City Engineer's certification of completion of the Improvements. If City believes
the material or workmanship of any Improvements do not meet the Improvement Plans or
specifications and standards, it shall identify any deficiencies in writing and propose specific cures. If
there are disagreements regarding the completion of the Improvements, City and Developer shall meet
and confer prior to City pursuing the remedies available to City under this Agreement. Developer shall
bear all costs of inspection and certification for acceptance. With respect to those portions of the
Improvements located outside of the City, the process for acceptance thereof shall be determined by
the applicable responsible agency. Acceptance by the City Engineer or -other applicable responsible
agency official shall not constitute a waiver by City or such other responsible agency of any defects in
the Improvements.
4. SECURITY
4.1 Required Security. Prior to execution of this Agreement, Developer shall provide the
following security to City in a form acceptable to City:
(a) Faithful Performance. Security for faithful performance in the aggregate amount set
forth in Exhibit A to guarantee performance of construction and installation of all
Improvements ("Performance Security"). This amount is equal to 100% of the
estimated cost of construction and installation of all Improvements. If the estimated
costs of construction increase, Developer shall increase the amount of the Performance
Security to cover such increased costs. If the estimated costs of construction decrease,
City shall release the amount of the Performance Security due to such decreased costs.
(b) Labor and Materials. Security to ensure payment to all contractors, subcontractors,
laborers, suppliers and materialmen performing work or supplying materials for the
Improvements in the aggregate amount set forth in Exhibit B ("Labor and Materials
Security"). This amount is equal to 100% of the estimated cost of construction and
installation of all Improvements. If the estimated costs of construction increase,
Developer shall increase the amount of the security to cover such increased costs. If the
estimated costs of construction decrease, City shall release the amount of the Labor and
Materials Security due to such decreased costs.
4.2 Form of Security. Developer shall provide as security, bonds executed by a surety
company authorized to transact a surety business in the State of California and approved by City as to
sufficiency or other security meeting the requirements of this Section. In the event that Developer fails
to faithfully perform the covenants and conditions of this Agreement, or to make any payment, or any
dedication of land, or any Improvements herein required, City shall call on the surety to perform
Developer's obligation under this Agreement or otherwise compensate City for all costs, liability and
expenses arising from Developer's failure to do so.
In lieu of a surety bond, Developer may elect to secure Developer's performance under this
Agreement by depositing with the City: (i) cash; (ii) a cashier's check or a certified check payable to the
order of the City of Cupertino; (iii) irrevocable standby letter of credit; or (iv) certificates of deposit
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acceptable to City and meeting the requirements of Government Code Section 66499 (b) and the
requirements set forth in Section 4.2.1 below. Such cash, checks, certificates of deposit, or letter of
credit shall be in the aggregate .amount set forth in Exhibits A and B. If Developer fails to faithfully
perform the covenants and conditions of this Agreement, or to make any payment, or any dedication of
land, or any Improvements herein required, City may, after giving Developer written notice required by
Section 17.3, apply the proceeds of said security to cure such failure to perform or make such payment
or dedication.
4.2.1 Requirements for Certificates of Deposit. Certificates of deposit provided
pursuant to this Section must meet all of the following requirements: (i) each CD must be on an original
bank form (i.e. screen prints, photocopies, faxes, etc, are not acceptable), be non-negotiable ("non-
negotiable" must be imprinted on the CD), and show the interest rate and maturity date of the CD; (ii)
each CD must be made payable to the City of Cupertino; (iii) the initial term of each CD must be at least
90 days with an automatic renewal provision; (iv) each CD must list Developer as the depositor; (v)
interest will be paid directly to the depositor at maturity, not the City of Cupertino and interest must not
be capitalized or added to the CD account at any time; and (vi) each CD must be issued by a Local Bank
whose deposits are insured by the Federal Deposit Insurance Corporation (FDIC) or an FDIC insured bank
with a local branch ("FDIC" must be imprinted on the CD). "Local Bank" means a bank within the County
of Santa Clara.or an affiliated out of County bank.
The City's Department of Public Works will maintain control over the CDs until
completion of the Improvements and expiration of the Warranty Period. If Developer refuses or fails to
complete construction of the Improvements or perform repairs to any Improvements as required by this
Agreement, the Director of Public Works, following written notice to Developer required by Section 17.3
and expiration of any applicable cure periods, may use funds from the CD(s) to pay the costs of
construction or repair.
4.3 Release of Security. No release of surety bond, cash.deposit, check, certificate of deposit
or letter of credit shall be made except upon' approval of the Director of Public Works. Recognizing the
numerous Improvements and potentially long build -out timeframe, the City shall make good faith
efforts to release the applicable security instrument on- a phased basis as discrete components of the .
Improvements are completed. The schedule for release of security is as follows:
(a) _ Performance Security. There shall be a phased release of ninety percent (90%) of the
Performance Security provided pursuant to Section 4.1(a) as each of the Improvements, -
or discrete component thereof, is satisfactorily completed, as determined by the
Director of Public Works, or applicable person'at any other agency that will be assessing
completion of Improvements located outside of City.
(b) Warranty Security. Notwithstanding Section 4.3(a) above, Developer shall maintain a
minimum of ten percent (10%) of the faithful performance bond or alternative security
required by Section 4.1(a) above ("Warranty Security") for a period of one (1) year
following the date of City's final acceptance of the Improvements ("Warranty Period")
to cover the costs to. correct or replace any defective work done by Developer or its
contractors or subcontractors or defective materials supplied by Developer or its
contractors or subcontractors. City shall release the Warranty Security upon expiration of
the Warranty Period, correction of all deficiencies, and settlement of all claims filed during
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the Warranty Period related to work, labor or materials provided by Developer or its
contractors or subcontractors.
(c) Labor and Materials Security. The Labor and Materials Security provided by Developer
pursuant to Section 4.1(b) shall be released on the date which is six (6) months following
City's completion of the Improvements, or discrete component thereof, provided that
all deficiencies have been corrected and no claims against such bond or alternative
security have been filed. If claims against such bond or alternative security have been
filed within that time period, the City shall retain the bond or other security provided
pursuant to Section 4.1(b) in an amount equal to the total amount claimed by all
claimants for whom liens have been filed and of which notice has been given to City,
plus an amount reasonably determined by the City Engineer to be required to assure the
performance of any other obligations secured by the security. The balance of the
security shall be released upon settlement or release of,all claims and obligations for
which the security was given. If there are multiple claimants, the City shall release the
security as claims and obligations are settled or released.
(d) Security Provided to Other Jurisdictions. Notwithstanding the foregoing, if Developer
enters into one or more agreements with other responsible agencies to address
construction of Improvements located outside the City and Developer provides to such
other agencies performance and labor and materials security to cover such
Improvements, then City will reduce the required amount of the Performance Security
and the Labor and Materials Security, as applicable, by the amount of security that the
City required for the Improvement at issue. In no event shall the Performance Security
and Labor and Materials Security be reduced below the amount necessary to meet the
performance, labor and materials and warranty assurances under Sections 4.3(a), '(b)
and (c) above for the remaining work within the City. 11
5. PAYMENT OF REQUIRED FEES
5.1 Permits and Licenses. Developer, at its sole expense, shall obtain all necessary permits and
licenses for the construction and installation ofthe Improvements, give all necessary notices (other than
those notices required to be given by the City or other agency), and pay all fees required by the
November 19, 2013 Development Agreement between City and Developer ("Development
Agreement"), and Section 5.2 of this Agreement.
5.2 Fees. Developer shall be responsible for payment of the -fees set forth in Exhibit C, and all of
the following. For the fees set forth in this Section 5.2, City shall draw upon the deposit that Developer
paid to City prior to the Effective Date and any increases to such deposit (the "Deposit"). City shall draw
upon such Deposit to cover City's time and materials for the following, plus, in the case of the inspection
and map checking fees described in (a) and (c) below, an additional ten percent (10%) of the direct costs
to cover. City's administrative costs and expenses:
(a) Inspection Fees. Developer shall pay any and all necessary direct expenses for
inspection, checking, and the like incurred by City in connection with the design,
installation and construction of the Improvements. Should construction costs vary
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materially from the estimate upon which said sum is calculated, the City Engineer shall
notify Developer of any additional sum due and owing as a result thereof.
(b) Storm Drainage Fee. Developer shall pay a storm drainage charge for the Project in
accordance with the requirements established in Resolution 4422, March 21, 1977, as
modified by subsequent resolutions of the City Council after such date.
(c) Map Checking Fee. Developer shall pay a fee for office checking of the final map and
field checking of street monuments, in compliance with the Cupertino Municipal Code.
(d) Park Fee. Developer shall pay such fees and/or dedicate such land to the City, relating to
park impacts as required under Section 3.7 of the Development Agreement.
6. INTENTIONALLY OMITTED
7. STREET TREE INSTALLATION
At Developer's expense and in conformance with City standards, Developer shall plant street trees as
shown on the Improvement Plans, at such time as deemed appropriate by the City Engineer. The
variety, number and location of trees are subject to City's prior approval.
8. MAINTENANCE AND WARRANTY
8.1 Warranty Period. With respect to those portions of the Improvements located within the
City of Cupertino, Developer guarantees and warrants such Improvements and agrees to remedy any
defects, damages, or imperfections in the Improvements arising from faulty or defective materials or
construction of the Improvements for a period of one (1) year after City's final acceptance of such
Improvements. With respect to those portions of the Improvements located outside the City, the
warranty period shall be determined by the applicable responsible agency, but in the absence of any
such requirement, Developer shall guarantee and warrant such Improvements for the same 1 -year
period provided for above with respect to Improvements located within the City of Cupertino.
8.2 Warranty repairs and replacements. If, within the Warranty Period (defined in Section
4.3 b the Improvements or any part of the Improvements fail to fulfill any of the requirements of this
Agreement or the Improvement Plans or public health and safety necessitates a modification of or
departure from the constructed Improvements, Developer shall repair, replace 'or reconstruct any
defective or otherwise unsatisfactory parts of the Improvements without delay and at no cost to City or
such other applicable responsible agency. Developer's obligation under this Section shall include the
repair, replacement, or reconstruction of all irrigation systems and all trees, shrubs, ground cover and
landscaping for the required one-year period. If (a) Developer fails to commence repairs within thirty
(30) days of the date of delivery of written notice from City, or (b) City determines that public safety
requires repair before Developer can be notified, City, at its sole option, may perform the required
repair itself. Developer agrees to pay the cost of any repairs City performs pursuant to this Agreement.
In addition to any other rights and remedies City may have, the City may, at its option, draw upon the
Warranty Security described in Section 4.3(b), and/or recover City's cost as a lien against the Property.
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9. . SANITARY DISTRICT; GOVERNMENT COSTS
i Developer shall file with City, upon execution of this Agreement, a letter from the Cupertino Sanitary
District stating that Developer has submitted plans for review by the District and that sanitary sewers
are available to serve all lots within said Project. Developer shall file with the City upon execution of this
Agreement, substantial evidence that Developer and CHI have complied with all provisions of Section
66493 of the California Government Code pertaining to any liens on the Property for -'taxes or special
assessments.
10. UTILITIES
Developer shall pay to Pacific Gas and Electric Company, AT&T, and/or appropriate utility companies,
any and all fees required for installation of overhead and/or underground wiring circuits to all
electroliers within said property and any and all fees required for undergrounding as provided in
Ordinance No. 331 of City when Developer is notified by either the City Engineer; Pacific Gas and Electric
Company, AT&T, or appropriate utility companies that said fees are due and payable.
11. HOLD HARMLESS AND INDEMNIFICATION
11.1 Indemnity. Neither City nor°any of its elected officials, officers, employees, agents or
contractors shall be liable for any injury to persons or property occasioned by reason of the acts,
omissions, negligence or willful misconduct 'of Developer, its agents, employees, contractors or
subcontractors in the performance of this Agreement. .Developer further agrees to protect, defend,
indemnify and hold harmless City, and its elected officials, officers, agents, employees and contractors
from and against any and all present and future liabilities, obligations, orders, claims, demands, causes
of action, damages, fines, penalties or loss of any sort, including but not limited to attorney fees and
litigation expenses, to the extent arising out of or in connection with, or alleged to arise out of or in
connection with, acts or omissions of Developer, its agents, employees, contractors or subcontractors in
the performance of this Agreement, including all present and future liabilities, obligations, orders,
claims, demands, causes of action, damages, fines,penalties or loss to the extent arising out of or in
connection with, or alleged to arise out of or in connection with, the design and construction of the
Improvements or with Developer's actual or alleged failure to comply, and require its contractors and
subcontractors to comply, with all applicable laws, rules and regulations with respect to the work of
Improvements, including applicable Labor Code requirements. This indemnification and agreement to
defend and hold harmless shall extend to injuries to persons and damages or taking of property
resulting from the design or construction of the Improvements, and in addition, shall extend to injuries
to adjacent property owners as a consequence of the diversion of waters resulting from the design or
construction of drainage systems, streets and other public Improvements.
11.2 No Assumption of Liability. Acceptance by City of the Improvements shall not constitute
an assumption by City of any responsibility for any damage or liability for -which Developer has agreed to
indemnify City pursuant to this Section 11. City shall not be responsible for the design or construction of
the Improvements or any part thereof, regardless of any negligent action or inaction taken by City in
approving the Improvement Plans or Map, unless the particular Improvement design was specifically
required by City over written objection by Developer, indicating that the particular Improvement design
was dangerous or defective and Developer suggested an alternative safe and feasible design, submitted
to the City Engineer before approval of the particular Improvement design.
Page 9 of 17
OAK #48414983-3240 v12
11.3 Developer's Continuing Obligation. After City's acceptance of the Improvements,
Developer shall remain obligated to correct or eliminate any defect in design or dangerous condition
created by defects in design or construction, provided however, that Developer shall not be responsible
for routine maintenance of the Improvements after the final acceptance thereof by City or other
responsible agency. This Section shall remain in full force and effect for ten (10) years following City's
acceptance of the Improvements. Subject to Section 11.2, Developer acknowledges and agrees that
Developer shall be responsible and liable for the design and construction of the Improvements and
other work done pursuant to this Agreement and that City shall not be liable for any acts or omissions in
approving, reviewing, checking, 'correcting, or modifying any Improvement Plans or related
specifications or in approving, reviewing or inspecting any work or construction. The Improvements
security shall not be required to cover the provisions of this Section beyond the Warranty Period
specified in this Agreement. City may require Developer to provide proof of insurance consistent with
the requirements set forth in Section 12 (or self-insurance, if Developer is Apple Inc.) if repairs to, or
replacement of, any Improvements becomes necessary as a result of a defect in design or dangerous
condition created by defects in design or construction during the 10 -year period specified in this Section.
12. INSURANCE
Commencing on the Effective Date and continuing through the expiration of the Warranty Period for all
Improvements (or such longer period as necessary to ensure that all deficiencies have been corrected
and all claims related to any Improvement have been settled or satisfied), Developer shall maintain in
full force and effect a policy or policies of insurance naming -City and the members of the City Council of
the City of Cupertino individually and collectively, and the officers, agents and employees of City
individually and collectively, as additional insureds (all of the foregoing, collectively, the "Indemnitees").
Such policy or policies shall provide bodily injury, property damage, and contractual liability coverage to
the City and all other Indemnitees covering all of the work to be performed by, for, or on behalf of,
Developer pursuant to this Agreement. All policies of insurance must be on an occurrence basis, and
said policy or policies shall provide that the coverage afforded thereby shall be primary coverage to the
full limit of liability stated in the declarations, and if City or any other Indemnitee have other insurance, .
self-insurance or joint self-insurance against the loss covered by said policy or policies, that such other
insurance, self-insurance or joint self-insurance shall not be called upon to cover a loss covered under
the insurance carried by Developer.
Each insurance carrier shall be authorized to do business in the State of California and have a Best's
Insurance Rating of A, Class VII. or better. Each of said policies of insurance shall provide coverage in the
following minimum amounts: for general liability for bodily injury, personal injury and property damage
$2,000,000 each occurrence, with an aggregate limit of not less than $4,000,000.
Developer shall file with the City Engineer at or prior to the time of execution of this Agreement by
Developer a certificate of insurance coverage reasonably satisfactory to City. In the event of
cancellation of coverage, Developer shall promptly replace the required coverage so that no lapse in
insurance occurs and provide a certificate of insurance of the new coverage to the City Engineer.
In the event that the Improvements are situated in or affect the area of jurisdiction of a separate
municipality or political subdivision of the State of California, the required insurance shall also name"the
other jurisdiction(s) as additional insured, if requested by the other jurisdiction(s).
Page 10 of 17
OAK 448414983-3240 v12
Notwithstanding the above, so long as Developer is Apple Inc., Developer may self -insure the above
insurance obligations.
13. MAPS AND/OR IMPROVEMENT PLAINS
Developer shall provide City with the following maps and/or plans at Developer's expense:
A. A mylar blackline and three (3) prints of the fully executed Map.
B. A mylar blackline and three (3) prints of fully executed Improvement Plans.
,C. A scan in raster format of all executed Improvement Plans and the Map.
D. One (1) % size prints of fully executed Improvement Plans and Map.
14. ASSIGNMENT
Developer shall not assign this Agreement without the prior written consent of City, which consent shall
not be unreasonably withheld or delayed, provided that the assignee assumes all obligations of
Developer under this Agreement, including without limitation security requirements, pursuant to an
instrument in form reasonably acceptable to City and all other provisions of this Section are satisfied.
Consent shall not be required if assignment is to an Affiliate (defined below) of Apple Inc., however, any
assignment by Apple, Inc. to an Affiliate shall be made pursuant to a written assignment and assumption
in form reasonably acceptable to the City Attorney. As used herein "Affiliate" means an entity that
controls, is controlled by or under common control with Apple Inc. Any attempted or purported
assignment in violation of this Section shall be null and void and have no force or effect. The sale or
other disposition of the Project or the Property or any part thereof shall not relieve Developer of its
obligations under this Agreement, unless City has consented to the assignment of this Agreement
pursuant to this Section. If Developer or CHI intends to sell the Project or the Property or any portion of
the Project or the Property to any other person or entity, Developer may request a novation of this
Agreement and substitution of Improvement security. Any such novation or Improvement security
substitution shall be subject to approval by the City Attorney in his or her discretion.
1s. RECORDATION OF AGREEMENT
Within ten (10) days after the full execution of this Agreement, City shall cause this Agreement to be
recorded in the Official Records of Santa Clara County and shall deliver a conformed copy indicating
recording information to Developer; provided, however, that in no event shall City record this
Agreement prior to approval of the Map by the City Council. By recordation of this Agreement, it is the
parties' intent to provide notice to future purchasers that the obligations and conditions set forth herein
shall run with the land.
16. COVENANT RUNNING WITH THE LAND
This Agreement shall inure to the benefit of, and be binding upon the heirs, administrators, successors,
assigns and transferees of the parties. Upon any sale or division of the Property by CHI or the Developer,
the terms, covenants, conditions and restrictions of this Agreement shall apply to each parcel, and the
Page 11 of 17
OAK #4841-4983-3240 v12
owner or owners of each parcel shall succeed :to the obligations imposed upon Developer by this
Agreement.
17. DEFAULT, BREACH, AND REMEDIES TO CITY
17.1 Default. Default of Developer shall include, but not be limited to:
(a) Developer's failure to complete construction of the Improvements within the
time specified in Section 1.5; _
(b) Developer's failure to timely cure any defect in the Improvements;
(c) Developer's failure to perform substantial construction work on any discrete
component of the Improvements for a period of 20 consecutive calendar days after
commencing work on such discrete component and receiving notice from City that
interruption in the performance of such work is resulting in adverse impacts on the
health, safety or welfare of the City or the surrounding communities or its or their
residents;
(d) Developer's insolvency, the appointment of a receiver for Developer's assets,
the filing of any voluntary or involuntary petition in bankruptcy by or against Developer
that is not discharged within 30 days;
(e) The commencement of a foreclosure action against the Property or any part
thereof, or any conveyance thereof in lieu of or in avoidance of foreclosure; or
(f) Developer's failure to perform any other obligation under this Agreement,
including without limitation the obligation to comply, and require its contractors and
subcontractors to comply, with all applicable laws, rules and regulations with respect to
the work of Improvements, including applicable Labor Code requirements, as set forth
in Section 1.2 above.
17.2 Remedies Cumulative. Subject to the terms of this Section 17.2, City reserves all remedies
available at law or in equity for breach of -Developer's obligations under this Agreement, and all such
remedies shall be cumulative and not alternative. Without limiting the generality of the foregoing, in
-addition to the right to compel specific performance of this Agreement and to seek recovery of
damages, City shall have the right, to draw upon or use the appropriate security to mitigate City's
damages in the event of default by Developer. City's right to draw upon or use the security is in addition
to any other remedy available to City. City agrees to draw upon or attempt to draw upon such security
prior to initiating legal or equitable action to recover damages or obtain specific performance. -The
parties acknowledge that the estimated costs and security amounts may not reflect the actual cost of
construction of the Improvements and, therefore, City's damages for Developer's default shall be
measured by the cost of completing the required Improvements. City may use the sums provided by the
security for completion of the Improvements in accordance with the Improvement Plans.
17.3 City Performance at Developer's Expense. In the event that Developer fails to cure any
default, or fails commence and diligently pursue efforts to cure any default, under this Agreement
Page 12 of 17
OAK #4841-4983-3240 v12
within thirty (30) days after City delivers written notice of such default to Developer and Developer's
surety, Developer authorizes City to perform the obligations for which Developer is in default and agrees
to pay the entire cost of such performance by City.
17.4 Surety Liability and Use of Materials. In the event that City elects to' perform the
obligations for which Developer is in default, City may take over the work and complete the
Improvements by contract or by any other method City deems appropriate, at the expense of
Developer, and Developer's surety shall be'liable to City for any excess cost or damages'to City resulting
therefrom, or City may otherwise use the security set forth in Section 4. In such event, City, without
liability for so doing, may take possession of and use any materials, appliance, plant and other property
that are owned by Developer and are located at the work site and are necessary to complete the
Improvements.
17.5 Developer. Payment of City Costs. In the event that Developer fails to perform any
obligation under this Agreement, Developer agrees to pay all costs and expenses incurred by City in
securing pdrformance of those obligations, including but not limited to fees and charges of architects,
engineers, attorneys and other professionals, and costs of suit and reasonable attorneys' fees, provided
City submits reasonable documentation of such fees and charges.
17.6 No Waiver. City's failure to take enforcement action with respect to a default, or to declare
a breach, shall not be construed as a waiver of that default or breach or any subsequent default or
breach by Developer.
18. DEVELOPER NOT AGENT OF CITY
Neither Developer nor any of Developer's employees, agents or contractors are or shall be considered to
be agents of City or of any other responsible agency in connection with the performance of Developer's
obligations under this Agreement.
19.. DEVELOPER TO WARN PUBLIC
Until final acceptance of the Improvements, Developer shall give good and adequate warning to the
public of any condition that has the potential to be hazardous, and shall take reasonable actions to
protect the public from such condition.
20. NOTICES
Except as otherwise specified herein, all notices, demands, requests or approvals to be sent pursuant to
this Agreement shall be made in -writing, and sent to the Parties at their respective addresses specified
below or to'such other address as a Party may designate by written notice delivered to the other parties
in accordance with this Section. All such notices shall be sent by: (a) personal delivery,.,in which case
notice is effective upon delivery; (b) certified or registered mail, return receipt requested, in which case
notice shall be deemed delivered upon receipt if delivery is confirmed by a return receipt; (c) nationally
recognized overnight courier, with charges prepaid or charged to the sender's account, in which case
notice is effective on delivery if delivery is confirmed by the delivery service; or (d) postage prepaid
registered or certified mail, in which case notice shall be deemed delivered on the second business day
after the deposit thereof with the U.S. Postal Service.
Page 13 of 17
OAK #4841-4983-3240 v12
City: City of Cupertino
10300 Torre Ave
Cupertino CA 95014
Attention: Public Works Director
With copy to: City of Cupertino
10300 Torre Ave
Cupertino CA 95014
Attention: City Attorney
Developer: Apple Inc.
1 Infinite Loop, M/S 21-1AC2
Cupertino, California 95014
Attention: Apple Campus 2 Project Manager
21. TIME IS OF THE ESSENCE
Time is of the essence in the performance of this Agreement by Developer and City.
22. ENFORCED DELAY; EXTENSION OF TIME FOR PERFORMANCE
Neither party shall be deemed to be in default where delays in performance or failures to perform
(other than obligations to make monetary payments which shall not be subject to this Section 22) are
due to, and a necessary outcome of, war, insurrection, strikes or other labor disturbances, walk -outs,
riots, floods, earthquakes, fires, casualties, acts of God, restrictions imposed or mandated by other
governmental entities (including new or supplemental environmental regulations), enactment of
conflicting state or federal laws or regulations, judicial decisions, inability to obtain materials, power or
public facilities, or similar basis for excused performance which is not within the reasonable control of
the party to be excused. A party's financial inability to perform shall not be a ground for claiming an
excusable delay. The party claiming an excusable delay shall notify the other party of its intent to claim
an excusable delay, the specific grounds of the same and the anticipated period of the excusable delay
within thirty (30) days after the occurrence of the conditions that establish the grounds for the claim. If
notice by the party claiming such extension is sent to the other party more than thirty (30) days after the
commencement of the cause, the period shall commence to run only thirty (30) days prior to the giving
of such notice. The period of the excusable delay shall last no longer than the conditions preventing
performance. Upon the request of either party hereto, an extension of time for the performance of any
obligation whose performance has been so prevented or delayed will be memorialized in writing. The
term of any such extension shall be equal to the period of the excusable delay, or longer, as may be
mutually agreed upon. Notwithstanding the foregoing, difficulty in obtaining financing for the Project or
the Improvements whether due to changes in the market, economic downturns, or otherwise shall not
excuse Developer's delay or failure to perform any obligation of Developer under this Agreement.
23. NONDISCRIMINATION
Developer, its agents, employees, contractors and subcontractors shall not discriminate in any way
against any person on the basis of age, sex, race, color, religion, sexual orientation, actual or perceived
Page 14 of 17
OAK 1148414983-3240 v12
gender identity, disability, ethnicity, or national origin in connection with or related to the performance
of this Agreement.
24. GOVERNING LAW AND ATTORNEY FEES
This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting
any choice of law rules that may direct the application of laws of another jurisdiction. The Agreement -
and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the
authorities having jurisdiction over this Agreement (or the successors of those authorities). Any suits
brought pursuant to this Agreement shall be filed and heard in courts with jurisdiction in the County of
Santa Clara, State of California.
If City sues to compel Developer's performance of this Agreement, or to recover damages or costs
incurred in completing or maintaining the work on the Improvements, the party prevailing in such
litigation shall be entitled to recover its reasonable attorneys' fees and other costs and expenses of
litigation from the other party, provided the party recovering attorneys' fees and other costs provides
reasonable documentation of such costs.
25. SEVERABILITY
The provisions of this Agreement are severable. If any portion of this Agreement is held invalid by a
court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect.
26. INTEGRATED AGREEMENT, AMENDMENTS IN WRITING
This Agreement, including Exhibits A through D, attached hereto and incorporated herein by this
reference, together with the Development Agreement, represents the full and complete understanding
of the parties with respect to the subject matter hereof, and all preliminary negotiations and .oral or
written agreements with respect thereto are merged herein. No verbal agreement or implied covenant
shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by
a written instrument signed by both City and Developer.
27. HEADINGS; CONSTRUCTION; STATUTORY REFERENCES
The headings of the sections and paragraphs of this Agreement are for convenience only and shall not
be used to interpret this Agreement. This Agreement is the product of negotiation between the parties.
The language of this Agreement shall be construed as a whole according to its fair meaning and not
strictly for or against any party. Any rule of construction to the effect that ambiguities are to be
resolved against the drafting party shall not apply in interpreting this Agreement. All references in this
Agreement to particular statutes, regulations, ordinances or resolutions of the United States,.the State
of California, or the City of Cupertino shall be deemed to include the same statute, regulation, ordinance
or resolution as hereafter amended or renumbered, or if repealed, to such other provisions as may
thereafter govern the same subject.
Page 15 of 17
OAK #4841-4983-3240 v12
28. COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an
original, and all of which taken together shall constitute one and the same instrument.
Exhibits:
Exhibit A - Schedule of Required Performance Security
Exhibit B - Schedule of Required Labor and Materials Security
Exhibit C - Schedule of Fees and Deposits
Exhibit D - Improvement Plans
[Signatures on next page]
Page 16 of 17
OAK #48414983-3240 v 12
IN WITNESS WHEREOF, the Developer and City have caused this Street Improvement Agreement
to be executed by their respective, duly authorized officers as of the date first written above.
CITY:
City of Cupertino, a municipal corporation
By:
Ap d as to form:imm Borden, P.E.
Director of Public Works
By: [Notary acknowledgement required]
Carol Korade, City Attorney
DEVELOPER:
Apple Inc., aC lif i c rporation
By:
[Notaryckrf wledgementrequired]
i
r
Print Name: c
Title: k4OW fV ft
By the signature ofqaelaware
my authorized representative below, Campus Holdings, Inc., a Delaware
corporation, hereby wl ges and consents to the foregoing Street Improvement Agreement.
i
Campus Hold gs, Inccorporation
By:
Print Name: 4A)<
Title:
Page 17 of 17
OAK #48414983-3240 v12
't.a .se.ct.-�•.�..atrrt�t!�2!� .s�e!at!s�t!2!:�2
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 �Qt1tG li1d��(0. )
OnU before me,MAIM S Un N pj,O ll C
ate I — ere
Insert Name and Title of the Officer
personally appeared L�VO�1"
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose namek mare
subscribed to the within instrument and acknowledged to me that I&she/they executed the same in
cher/their authorized.capacity(ieg), and that by is her/their signature(s) on the instrument the person(s),
or the entity upon behalf of which the person(s) acted, executed the instrument.
MISTY R. MACIAS
019299®3WcCOMMISSION
sfetary Public - Califernl&
LIF Santa Clara County
Ceaam. Expires Mar 1®, 2016
,_. c,_,
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
PI �Sigure of Notary Public
Place Notary Seal Above
OPTIONAL
Though this section is 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:&LCC: ' Tn,n o OYCA Nq'( • Document Date:cjan
Number of Pages: c2�_ Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name:
❑ Corporate Officer — Title(s):
❑ Partner — ❑ Limited ❑ General
❑ Individual ❑ Attorney in Fact
❑ Trustee ❑ Guardian or Conservator
(Other: ASSI sAAr4 ';kr-A
SignerIsRepresenting/: 1a� e G
Signer's Name:
❑ Corporate Officer — Title(s):
❑ Partner — ❑ Limited ❑ General
❑ Individual ❑ Attorney in Fact .
❑ Trustee ❑ Guardian or Conservator
❑ Other:
SignerIs Representing:
02014 National Notary Association - www.NationaiNotary.org - 1 -800 -US NOTARY (1-800-876-6827) Item 45907
CALIFORNIA•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 )
County of
On )1. before me, _ ISM (LP �Z�i(.,;� .�i�1,) %t/1y1?R-Q�_P&I l
Dat Here Insert Name and Title of the O0cerU
personally appeared /(/\l
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person( whose named is/We
subscribed to the within instrument and acknowledged to me that he/0e/tKey executed the same in
his/116r/tk{eir authorized capacity(ip'), and that by his/t'i'er/Meir signature(6) on the instrument the person(s`j,
or the entity upon behalf of which the person) acted, executed the instrument.
GRACE SCHMIDT
Commission # 1923164
49
,.cam Notary Public - California �
Santa Clara County
My Comm. EAgires Feb 21, 2015
Place Notary Seal Above
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
Signature of Notary Public
OPTIONAL
Though this section is 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: e,4rx, 4 Document Date: 2 101s -
Number of Pages: Signer(s) OtIler Than Named Above: 6.R
Capacity(ies) Claimed by Signer(s)
Signer's Name:
❑ Corporate Officer — Title(s):
❑ Partner — ❑ Limited ❑ General
❑ Individual ❑ Attorney in Fact
❑ Trustee ❑ Guardian or Conservator
❑ Other:
Signer Is Representing:
Signer's Name:
❑ Corporate Officer — Title(s):
❑ Partner — ❑ Limited ❑ General
❑ Individual ❑ Attorney in Fact
❑ Trustee ❑ Guardian or Conservator
❑ Other:
Signer Is Representing:
02014 National Notary Association • www.Nationa[Notary.org • 1 -800 -US NOTARY (1-800-876-6827) Item #5907
Exhibit A - Schedule of Required Performance Security
Jurisdictional Agencies
Drawing Package
Description
where Improvements
Civil Engineer of
Security Amount
are Located
Record
5W-S1A
Wolfe Road Widening
City of Cupertino
Arup
$ 1,439,530
SW -53
Package #3 Streetscape Improvements
City of Cupertino
Luk and Associates
$ 12,217,863
Apple Mitigation A
East Homestead Road at N. De Anza Blvd
City of Cupertino
Sandis
$ 507,363
Apple Mitigation E, F, G, H
1-280 Interchange at Wolfe Rd. and Wolfe Rd. overpass
Caltrans in care of City of
Sandis
$
ADA upgrades
Cupertino
3,670,000
Apple Mitigation K
VTA Bus stop at Wolfe Road near Stevens Creek Blvd
City of Cupertino
Sandis
$ 118,080
Apple Mitigation L, M, J, S,T
Pp 9
South Wolfe, South Tantau, Vallco, & Stevens Creek
Blvd Improvements
City of Cupertino
Sandis
$ 1,579,663
City of San Jose
Santa Clara County
Apple Mitigation N -Q
Calvert Drive Road Widening/Stevens Creek Blvd
City of Santa Clara
Sandis
$ 2,153,764
Santa Clara Valley Water
District
Apple Mitigation P
Northbound 1-280 and Lawrence Expressway Offramp
City of San Jose
Santa Clara County
Sandis
$
at Stevens Creek Blvd
City of Santa Clara
709,531
Apple Mitigation R
Southbound 1-280 and Lawrence Expressway Onramp
City of San Jose
Sandis
$
at Stevens Creek Blvd and frontage improvements
County of Santa Clara
1,980,000
Apple Mitigation U
Stevens Creek at N. De Anza Blvd
City of Cupertino
Sandis
$ 88,421
Apple Mitigation V
Tantau Bridge Improvements over 1-280
Caltrans in care of City of
Sandis
$ 480,000
Cupertino
Exhibit B -Schedule of Required Labor and Material Security
Jurisdictional Agencies
Drawing Package
Description
where Improvements
Civil Engineer of
Security Amount
are Located
Record
SW-S1A
Wolfe Road Widening
City of Cupertino
Arup
$ 1,439,530
SW -53
Package #3 Streetscape Improvements
City of Cupertino
Luk and Associates
$ 12,217,863
Apple Mitigation A
East Homestead Road at N. De Anza Blvd
City of Cupertino
Sandis
$ 507,363
Apple Mitigation E, FG, H
1-280 Interchange at Wolfe Rd. and Wolfe Rd. overpass
Caltrans in care of City of
ADA upgrades
Cupertino
Sandis
$ 3,670,000
Apple Mitigation K
VTA Bus stop at Wolfe Road near Stevens Creek Blvd
City of Cupertino
Sandis
$ 118,080
Apple Mitigation L, M, J, S,T
South Wolfe, South Tantau, Vallco, & Stevens Creek
Blvd Improvements
Ci of Cupertino
City P
Sandis
$ 1,579,663
City of San Jose
Apple Mitigation N -Q
Calvert Drive Road Widening/Stevens Creek Blvd
Santa Clara County
City of Santa Clara
Sandis
$ 2,153,764
Santa Clara Valley Water
District
Apple Mitigation P
Expressway Northbound 1-280 and Lawrence ExP y Offram P
Stevens
City of San Jose
Santa Clara County
Sandis
at Creek Blvd
City of Santa Clara
$ 709,531
Apple Mitigation R
Southbound 1-280 and Lawrence Expressway Onramp
City of San Jose
at Stevens Creek Blvd and frontage improvements
County of Santa Clara
Sandis
$ 1,980,000
Apple Mitigation U
Stevens Creek at N. De Anza Blvd
City of Cupertino,
Sandis
$ 88,421
Apple Mitigation V Tantau
Bridge Improvements over 1-280
Caltrans in care of City of
Sandis
$
Cupertino
480,000
Exhibit C - Fees Deposits
Fee and Description
Mitigation Measure/Development
Fee Amount
Agreement Reference
Storm Drain Fee
Development Agreement Section 3.11, COA
$ 1,176,942
66
Implement a Traffic -Adaptive Traffic Signal
System along De Anza Blvd between
TRANS -13c
$ 50,000
Homestead Road and Rainbow Drive
Contribute towards Planned Transportation
TRANS - 22
$
Projects to Improve Traffic Operations
1,292,215
1-280 Trail Contribution
PLAN -3
$ 250,000
Wolfe Road Transportation Study
Development Agreement Section 3.14
$ 1,000,000
Parkland Contribution*
Development Agreement Section 3.7, MM
$ 8,270,994
PLAN -1
Create Left -Turn Lane at Saratoga
Development Permit COA 99;TM Permit COA
Ave/Lawrence Expressway".
49
$ 1,000,000
Funding of Potential Neighborhood Cut-
Through Traffic and Parking Intrusion
Development Permit COA 96;TM Permit COA
$
Monitoring and Mitigation Program
47
850,000
* Under the Development Agreement, Apple could elect to purchase, designate, and dedicate to the City an
alternative Park Parcel, in which case the City would refund a portion of this fee to Apple.
**These funds will be deposited to the account of Santa Clara County Roads and Airports Department
Exhibit D -Street Improvements Agreement Plans
(Reference drawings on file at City of Cupertino)
Enablinq Site Works —Package #1 A
(Dated: 10/31/13)- Arup & Olin
Streetscape and Roadway Improvements- Package #3
(Dated: 03/07/14) -Luk & Associates/ Kimley'Horn & Associates
Map- Apple Transportation Mitigation-_Sandis
LSA- Campus Locations and Study Locations -Figure V.1-1
(Dated: 03/04/13)- Sandis
Apple Mitigation A- East Homestead Road at N. De Anza Boulevard
(Dated: 02/28/14-Sandis
Mitigation E,F,G,H,R,N,Q,P
(Dated: 02/25/14)- Sandis
Mitigation K- Wolfe Road at Stevens Creek Boulevard
(Dated: 02/10/14)- Sandis
Mitigation Intersection L -M- Tantau Avenue Cupertino, Ca
(Dated: 01 /31/14)
Mitigation N -Q And Calvert Drove Road Widening Stevens Creek Blvd
(Dated: 01/03/14- Sandis
1-280 Lawrence Expressway Off Ramp at Stevens Creek Boulevard
(Dated: 01/03/14)- Sandis -
Mitigation R
(Dated: 02/25/14)- Sandis
Mitigation U- Stevens Creek Boulevard at N. De Anza Boulevard
(Dated: 02/24/14)- Sandis
Mitigation V
(Dated: 02/24/14)- Sandis
Fxhihit A
SCHEDULE OF REQUIRED PERFORMANCE SECURITY
(Attached list of Improvements by jurisdiction, with estimated cost for each plus amount to cover City's
potential enforcement costs.)
Exhibit A
OAK #4841-4983-3240 v4
Exhibit A - Schedule of Required Performance Security
Jurisdictional Agencies
Drawing Package
Description
where Improvements
Civil Engineer of
Security Amount
are Located
Record
SW -SIA
Wolfe Road Widening
City of Cupertino
Arup
$ 1,439,530
SW -S3
Package #3 Streetscape Improvements
City of Cupertino
Luk and Associates
$ 12,217,863
Apple Mitigation A
East Homestead Road at N. De Anza Blvd
City of Cupertino
Sandis
$ 507,363
Apple Mitigation E, F, G, H
1-280 Interchange at Wolfe Rd. and Wolfe Rd. overpass
Caltrans in care of City of
Sandis
$ 3,670,000
ADA upgrades
Cupertino
Apple Mitigation K
VTA Bus stop at Wolfe Road near Stevens Creek Blvd
City of Cupertino
Sandis
$ 118,080
Apple Mitigation L, M, J, 5, T
g
South Wolfe, South Tantau, Vallco, & Stevens Creek
Blvd Improvements
City of Cupertino
Sandis
$ 1,579,663
City of San Jose
Santa Clara County
Apple Mitigation N -Q
Calvert Drive Road Widening/Stevens Creek Blvd
City of Santa Clara
Sandis
$ 2,153,764
Santa Clara Valley Water
District
Apple Mitigation P
Northbound 1-280 and Lawrence Expressway Offramp
City of San Jose
Santa Clara County
Sandis
$ 709,531
at Stevens Creek Blvd
City of Santa Clara
Apple Mitigation R
Southbound 1-280 and Lawrence Expressway Onramp
City of San Jose
Sandis
S 1,980,000
at Stevens Creek Blvd and frontage improvements
County of Santa Clara
Apple Mitigation U
Stevens Creek at N. De Anza Blvd
City of Cupertino
Sandis
$ 88,421
Apple Mitigation V
Tantau Bridge Improvements over 1-280
Caltrans in care of City of
Sandis
$ 480,000
Cupertino
Exhibit B
SCHEDULE OF REQUIRED LABOR AND MATERIALS SECURITY
(Attach list of Improvements. by jurisdiction, with estimated cost for each.)
Exhibit B
OAK 94841-4983-324'0 v12
Exhibit B - Schedule of Required Laborand Material Security
i
Jurisdictional Agencies
Drawing Package
Description
where Improvements
Civil Engineer of
Security Amount
are Located
Record
SW-S1A
Wolfe Road Widening
City of Cupertino
Arup
$ 1,439,530
SW -S3
Package #3 Streetscape Improvements
City of Cupertino
Luk and Associates
$ 12,217,863
Apple Mitigation A
East Homestead Road at N. De Anza Blvd
City of Cupertino
Sandis
$ 507,363
Apple Mitigation E, f, G, H
pP g
1-280 Interchange at Wolfe Rd. and Wolfe Rd. overpass
Caltrans in care of City of
Sandis
$ 3,670,000
ADA upgrades
Cupertino
Apple Mitigation K
VIA Bus stop at Wolfe Road near Stevens Creek Blvd
City of Cupertino
Sandis
$ 118,080
Apple Mitigation L, M, J, S,T
South Wolfe, South Tantau,Vallco, & Stevens Creek
Blvd Improvements
City of Cupertino
Sandis
$ 1,579,663
City of San Jose
Santa Clara County
Apple Mitigation N -Q
Calvert Drive Road Widening/Stevens Creek Blvd
City of Santa Clara
Sandis
$ 2,153,764
Santa Clara Valley Water
District
Apple Mitigation P
PP 9
Northbound 1-280 and Lawrence Expressway Offramp
City of San Jose
Santa Clara County
Sandis
$ 709,531
at Stevens Creek Blvd
City of Santa Clara
Apple Mitigation R
Southbound 1-280 and Lawrence Expressway Onramp
City of San Jose
Sandis
$ 1,980,000
at Stevens Creek Blvd and frontage improvements
County of Santa Clara
Apple Mitigation U
Stevens Creek at N. De Anza Blvd
City of Cupertino
Sandis
$ 88,421
Apple Mitigation V
Tantau Bridge Improvements over 1-280
Caltrans in care of City of
Sandis
$ 480,000
Cupertino
i
Exhibit C - Fees Deposits
'Fee and Description
Mitigation Measure/Development
Fee Amount
Agreement Reference
Storm Drain Fee
Development Agreement Section 3.11, COA
$ 1,176,942
66
Implement aTraffic-Adaptive Traffic Signal
System along De Anza Blvd between
TRANS -13c
$ 50,000
Homestead Road and Rainbow Drive
Contribute towards Planned Transportation
TRANS -22
$ 1,292,215
Projects to Improve Traffic Operations
1-280 Trail Contribution
PLAN -3
$ 250,000
Wolfe Road Transportation Study
Development Agreement Section 3.14
$ 1,000,000
Parkland Contribution*
Development Agreement Section 3.7, MM
$ 8,270,994
PLAN -1
Create Left -Turn Lane at Saratoga
Development Permit COA 99;TM Permit COA
$ 1,000,000
Ave/Lawrence Expressway"
49
Funding of Potential Neighborhood Cut-
Development Permit COA 96;TM Permit COA
Through Traffic and Parking Intrusion
47
$ 850,000
Monitoring and Mitigation Program
* Under the Development Agreement, Apple could elect to purchase, designate, and dedicate to the City an
alternative Park Parcel, in which case the City would refund a portion of this fee to Apple.
"These funds will be deposited to the account of Santa Clara County Roads and Airports Department
Exhibit D
IMPROVEMENT PLANS
(Attach list of Improvement Plans and Specifications including date, preparer.)
Exhibit D
OAK 94841-4983-3240 v 12
Exhibit D -Street Improvements Agreement Plans
(Reference drawings on file at City of Cupertino)
Enabling Site Works — Package #IA
(Dated: 10/31/13)- Arup & Olin
Streetscape and Roadway Improvements- Package #3
(Dated: 03/07/14) -Luk & Associates/ Kimley Horn &Associates
Map- Apple Transportation Mitigation-_Sandis
LSA- Campus Locations and Study Locations -Figure V.1-1
(Dated: 03/04/13)- Sandis
Apple Mitigation A- East Homestead Road at N. De Anza Boulevard
(Dated: 02/28/14-Sandis
Mitigation E,F,G,H,R,N,Q,P
(Dated: 02/25/14)- Sandis
Mitigation K- Wolfe Road at Stevens Creek Boulevard
(Dated: 02/10/14)- Sandis
Mitigation Intersection L -M- Tantau Avenue Cupertino, Ca
(Dated: 01 /31/14)
Mitigation N -Q And Calvert Drove Road Widening Stevens Creek Blvd.
(Dated: 01/03/14- Sandis
1-280 Lawrence Expressway Off Ramp at Stevens Creek Boulevard
(Dated: 01/03/14)- Sandis
Mitigation R
(Dated: 02/25/14)- Sandis
Mitigation U- Stevens Creek Boulevard at N. De Anza Boulevard
(Dated: 02/24/14)- Sandis
Mitigation V
(Dated: 02/24/14)- Sandis
Lf -190
VERIFICATION
I have reviewed this Improvement Agreement and to the best of my knowledge, the information
contained herein is true and complete.
I verify under penalty of perjury under the laws of the State of California, that the foregoing is
true and correct.
Executed on the 2nd day of February, at Cupertino, California
Dorothy Step �o t
Senior Office ssistant