Action Letter, CC Ordinances OFFICE OF THE CITY CLERK
��.
CITY HALL
10300 TORRE AVENUE• CUPERTINO, CA 95014-3255
C U P E RT 1 N O TELEPHONE: (408) 777-3223• FAX: (408)777-3366
To: Planning Department
From: Kirsten Squarcia
Subject: Second Reading of the Development Agreement and Rezoning ordinances to
allow the development of an office, research and development campus with
associated ancillary uses
Recommended Action: A. Conduct the second reading and enact Ordinance
No. 13-2113: "An Ordinance of the Cupertino City Council approving the
rezoning of an approximately 1.1 Acre Area from Park And Recreation (PR)
To Planned Industrial Park (P(MP)) located at APN 316 06 050 and 316 06
051", Z-2011-03; and B. Conduct the second reading and enact Ordinance
No. 13-2114: "An Ordinance of the City Council of the City of Cupertino
repealing Ordinance No. 1702 and Approving a New Development
Agreement By and Between the City of Cupertino and Apple Inc. for the
Development of a New Corporate Campus"
Descri�tion: Applications: EA-2011-12, Z-2011-03, DA-2011-01; Applicant:
Apple Inc. (Dan Whisenhunt); Property Owner: Apple Inc.; Location: Area
bounded by East Homestead Road, North Tantau Avenue, I-280, North
Wolfe Road including properties located on the east side of North Tantau
Avenue
Date: November 20, 2013
On November 19 the City Council made the following action:
A. CONDUCTED THE SECOND READING AND ENACTED ORDINANCE NO.
13-2113 (SINKS RECUSED)
B. CONDUCTED THE SECOND READING AND ENACTED ORDINANCE NO.
13-2114 (SINKS RECUSED)
ORDINANCE N0. 13-2113
AN ORDINANCE OF THE CUPERTINO CITY COUNCIL
APPROVING THE REZONING OF AN APPROXIMATELY 1.1 ACRE AREA
FROM PARK AND RECREATION (PR) TO PLANNED INDUSTRIAL PARK (P(MP))
LOCATED AT APN 316 06 050 AND 316 06 051
WHEREAS, an application was received by the City (Application no. Z-2011-03) for the
rezoning of a property from PR(Park and Recreation) to P(MP) (Planned Industrial Park); and
WHEREAS, immediately prior to the Council's consideration of this rezoning, and following
the Commissiori s recommendation, the Council adopted Resolution No. 6727, adopting a
General Plan Amendment covering the property which is the subject of this rezoning ordinance;
and
WHEREAS, the rezoning would be consistent with the City's General Plan land use
map, proposed uses and surrounding uses; and
WHEREAS, the Rezoning application is part of the Apple Campus 2 Project, which
consists of demolition of all existing structures within the project site and the construction of
3,420,00 square feet of office, research, and development uses; 245,000 square feet of
auditorium, fitness center, and Valet Parking Reception uses; 92,000 square feet of utility plants;
and parking and ancillary buildings (such as security reception areas and landscape
maintenance buildings), of which the proposed buildings are designed to be energy efficient
and to use renewable energy (including energy produced on site via photovoltaic infrastructure
and fuel cells), all as fully described and analyzed in the June 2013 Apple Campus 2 Project
Environmental Impact Report ("Draft EIR") (State Clearinghouse No. 2011082055), as amended
by text revisions in Chapter IV of the September 2013 Apple Campus 2 Project EIR Response to
Comments Document("Response to Comments Document") (together, the Final EIR);
WHEREAS, the Final EIR was presented to the Planning Commission and City Council
on October 1, 2013 at a Joint Planning Commission and City Council Study Session; and
WHEREAS, on October 2, 2013, the Planning Commission held a public hearing and
voted 4-0-1 (1-recusal) to recommend that the City Council approve Findings Revision #1
(October 1, 2013) to adopt Mitigation Measure TRANS-23 (Alternate), as amended to delete the
penalty provisions, to allow three left turn lanes out of the project driveway on to N. Wolfe
Road, a Resolution Recommending Certification of an Environmental Impact Report (EIR),
adoption of Findings and a Statement of Overriding Considerations, adoption of Mitigation
Measures, and adoption of a Mitigation Monitoring and Reporting Program in substantially
similar form to the Resolution, as amended (Resolution no. 6727); Approve the General Plan
Amendment, GPA-2011-03, in substantially similar form to the Resolution presented
(Resolution no. 6728);Approve the Zoning Map Amendment, Z-2011-03, in substantially similar
form to the Resolution presented (Resolution no. 6729); Approve the Vesting Tentative Map,
TM-2011-03, in substantially similar form to the Resolution presented (Resolution no. 6732) ;
Ordinance No. 13-2113 Z-2011-03 November 19,2013
Page 2
Approve the Development Permit, DP-2011-04, Use Permit, U-2011-11, Architectural and Site
Approval, ASA-2011-14 and Tree Removal Permit, TR-2011-39, in substantially similar form to
the Resolution presented (Resolution no. 6731); and Approve the Development Agreement, DA-
2011-01, in substantially similar form to the Resolution presented (Resolution no. 6730); and
WHEREAS, Supplemental Text Revisions, Apple Campus 2 Project Final Environmental
Impact Report, which is part of the Final EIR, identifies a third alternative mitigation measure
for Impact TRANS-23, a third alternative mitigation measure for Impact TRANS-27, and
discloses recent amendments to Chapter 6.5 of Division 13 of the Public Resources Code; and
WHEREAS, on October 15, 2013, the City Council held a duly noticed public hearing on
the amendment to the Zoning map and the EIR; as well as the following Project approvals: A
General Plan to allow amendments including a change in the land use designation of a 1.1 acre
area from Parks and Open Space to Industrial/Residential,Vesting Tentative Map, Development
Permit, Use Permit, Architectural and Site Approval for Phase 1 of the Project, Tree Removal
Permit, and street and easement vacations and a Development Agreement; and
WHEREAS, after consideration of evidence contained in the entire administrative record, at the
public hearing on October 15, 2013, the City Council adopted Resolution No. 13-02 certifying
the EIR, adopting Findings and a Statement of Overriding Considerations, adopting Mitigation
Measures, and adopting of a Mitigation Monitoring and Reporting Program.
WHEREAS, the City Council finds the following:
L That the proposed zoning is in accord with this title of the Municipal Code and the City's
Comprehensive General Plan.
T{ie majority of tlie site is designated Industrial/Residential in the General Plan Land Use Map, whicli
allows, among other uses, researcli and development and supporting uses. T1ie Zoning designation for
most of the site is Planned Development (Planned Industrial Park) (P(MP)), which similarly allows,
among otlier uses, researdi and development and supporting uses. Tlie Planned Development district
allows the City flexibility to approve project specific development standards different fi�om the standards
outlined in tlie Zoning regulations for the site. A small portion of t12e project site is currently designated
for use as a public park in both the Genei�al Plan and Zoning; however, the concurrent General Plan
Amendment and Rezoning of a po��tion of the site will ensure tliat tlTe project is in compliance with the
General Plan and tlie Zoning regulations gove�•ning tl2e project site. In 2005, the City approved tlie
rezoning of 1.1-acre area of a proposed townhouse development project as Park and Rec��eation to serve
tlie future residents of the development and residents living in the nol�thern portion of the City. However,
neither the townhouse development project nor public park were developed, althougli the site of the
proposed park(cu�•rently a parking lot) remains designated as pa1�k space in the City of Cupertino General
Plan and Zoning O��dinance. The change will make the zoning of this poa�tion of the P��oject consistent
witli tlze balance of the Project and enlTance and accommodate the Project.
2. The proposed zoning is in compliance with the provisions of the California Environmental
Quality Act(CEQA).
Ordinance No. 13-2113 Z-2011-03 November 19,2013
Page 3
T{ie proposed project includes the rezoning of the site from Parks and Open Space to Planned Industrial
Park. With this change in designation, the amount of land designated for future parks in the City will be
reduced. This would exacerbate an existing shortage of parkland in this part of the City. None of the
private open space in tlie proposed development is proposed to be accessible by tlie public as a recreational
use. Because the change in the designation and subsequent rezoning of the park would be considered a
significant impact under CEQA, as a mitigation measure tlie applicant shall either (i) provide sufficient
funds for the acquisition of 1.1 acres of property by the City for future park development, or (ii) agree to
purchase (unless other property currently owned b� tlle applicant is proposed) and dedicate to the City
1.1 acres elsewhere in the City as Parks and Open Space, subject to the satisfaction of the City, provided
the land would be publicly accessible, as well as pay for the construction of park im�rovements and for
long term maintenance of the park. Tliis obligation of the applicant to provide eitlier funds for purcliase,
construction and maintenance of parkland or provide parkland,fund construction of impi•ovement and
maintenance of the park would adequately offset the loss of the park and rec�•eation area. This mitigation
measure reduces tlie impact to less than significant and tl2erefore, the cliange in the zoning designation is
in compliance wit1T the provisions of CEQA. As set out more fully in the Resolution of the Planning
Commission of the City of Cupertino recommending certification of An Environmental Impact Report for
the Apple Campus 2 project; and recommending Adoption of Findings and a Statement of Ovei•riding
Considerations, Mitigation Measures, and a Mitigation Monitoring and Reporting Program, the project
complies with CEQA.
3. The site is physically suitable (including, but not limited to, access, provision of utilities,
compatibility with adjoining land uses, and absence of physical constraints) for the
requested zoning designation(s) and anticipated land use development(s).
The Project site as designed is physically suitable for this development. Tlie Project is designed to be not
visible to adjacent property owners and thus, will liave limited impacts upon the adjacent land uses. The
existing utilities to the Project will be enhanced, modified, or replaced, or parallel systems constructed to
accommodate the increased needs of tliis development. In addition, In order to reduce its impact on tlie
environment, the Project will utilize onsite photovoltaics and fuel cells and obtain the remainder of its
energy needs from the State of California Direct Access Program, off-site Apple-owned renewable energy
projects or grid-purchased renewable energy. The Project will be compatible with tlie sur•rounding uses
and minimize its impacts upon the neighborhood and tlie environment.
4. The proposed zoning will promote orderly development of the City.
The Zoning Map designates t11e majority of tlie site Planned Development (Indust��ial Pa2�k) (P(MP)),
which simila��ly allows, among otlier uses, researcli and development and supporting uses. Tlie Planned
Development district allows tlie City flexibility to create project specific development standards. Tlie
existing development on the project site is not a unified corporate campus. T{ie new P�roject will demolish
numerous buildings across the site and consolidate the office usage mainly into one large building with
additional buildings loeated east of Tantau Avenue. The single user campus will be an organized, orderly
development within the City and will be constructed in a relatively short period of time. Tl1is project
would also further General Plan policies related to Maintaining Cohesive Office Parks (Policy 2-44) and
provide significant revenues to the City from increased sales tax revenue (Policy 2-42) The Project also
Ordinance No. 13-2113 Z-2011-03 November 19,2013
Page 4
promotes: Policy 2-40 (maintaining the vitality of business and manufacturing) and Policy 2-20,
Strategy 3 (diversity of land use, major companies). Finally, the project also proposes to make
improvements for the alternate Calabazas Creek trail furtliering Policy 2-73, Trails. Therefore, tlze
proposed development substantially conforms to the Gene��al Plan and is substantially consistent with tlie
underlying Zoning.
5. That the proposed zoning is not detrimental to the health, safety, peace, morals and general
welfare of persons residing or working in the neighborhood of subject parcels.
The Project is designed to minimize tlze impact upon the surT•ounding community and the envi�•onment.
In order to reduce its impact on the environment, tlie Project will utilize onsite photovoltaics and fuel
cells and obtain the remainder of its energy needs fi�om the State of California Direct Access Program, off-
site Apple-owned �•enewable energy p�rojects or grid-purchased renewable energy. Tlie Project has been
designed to incorporate passive heating and cooling in the main office building wliich will use ambient
air. Tliis will reduce tlie use of ineclzanical cooling making for a more efficient and better work
environment. The project has been designed to minimize its impact upon the neighbors, adjacent roads
and freeways and t1Te environment. Appropriate mitigation measul•es to address t��affic impacts along
with the adoption of an aggressive but achievable Transportation Demand Management Plan will further
reduce the traffic impacts of the project. Adequate buffer has been provided around tlie project to allow
p1•ivacy and to reduce impacts to neighbors. The site has a Corporate Fitness Center which would enable
employees to attend to their general health and incorporates many jogging trails and an on-site bike
sharing program. The project also has a large on-site restaurant with several smaller indoor and outdoor
dining facilities.
The project increases the amount of landscaped green space to more tlian 100 acres. The landscape design
of ineadows and woodlands will create an ecologically rich oak savanna reminiscent of the early Santa
Clara Valley. It will incorporate both young and matu�•e trees, and native and drought tolerant plants,
that are reasonably expected to thrive in Santa Clara County witli minimal water consumption. In
addition, the project includes some orcha��d fi�uit trees, the fruit fi�om which will be used at tl2e on-site
dining facilities furthering sustainability princi�les that the project is striving for. The project proposes to
add at least 1,700 additional trees to tlie site and inc�•ease tlie �ervious su�face areas on site significantly
improving stormwater quality and redueing run-off. Site aceess has been designed to eonsolidate entry
and exit in order to ��educe conflict with pedestrian and bicycle activity and is directed away fi�om tlie
residential neighborhood. Adequate emergency aecess has been provided on site. Tlie design of the Project
and its enviromnental attributes a�•e not detrimental to tlie liealtlz, safety, peace, mo��als and general
welfare of persons �•esiding or wo1•king in the neiglzborliood of the subject parcels.
NOW, THEREFORE,BE IT ORDAINED AS FOLLOWS:
That after careful consideration of the, maps, facts, exhibits, testimony, public comment, and
other evidence submitted in this matter, the City Council based upon the findings described
above, the public hearing record and subject to the following, finds:
Section 1. That the property described in attached Exhibits Z-1 & Z-2, is hereby rezoned to:
P(MP), Planned Industrial Park; and that Exhibit Z-2 attached hereto is made part of the
Ordinance No. 13-2113 Z-2011-03 November 19,2013
Page 5
Master Zoning Map of the City of Cupertino; and
Section 2. That this ordinance shall take effect and be in force thirty (30) days after its
passage, as modified above.
INTRODUCED at an adjourned regular meeting of the City Council of the City of Cupertino
the 15th day of October 2013 and ENACTED at an adjourned regular meeting of the City
Council of the City of Cupertino the 19th day of November, 2013,by the following vote:
Vote: Members of the City Council:
AYES: Mahoney, Wong, Chang, Santoro
NOES: None
ABSTAIN: None
ABSENT: None
RECUSE: Sinks
ATTEST: APPROVED:
/s/Grace Schmidt /s/Orrin Mahoney
Grace Schmidt, City Clerk Orrin Mahoney, Mayor, City of Cupertino
EXHIBIT Z-1
EXHIBIT Z-1
LEGAL DESCRIPTION
FOR REZONING
AREA TO BE REZONED TO P(MP)
BEGINNING AT THE MOST SOUTHERLY CORNER OF PARCEL 6 AS SHOWN ON THAT CERTAIN PARCEL
MAP RECORDED IN BOOK 329 OF MAPS AT PAGE 49, SANTA CLARA COUNTY RECORDS, SAID POINT
BEING ON THE NORTHEASTERLY RIGHT-OF-WAY LINE OF THE JUNIPERO SERRA FREEWAY (I 280);
THENCE
NORTH 39°51'28" EAST,A DISTANCE OF 713.89 FEET TO THE TRUE POINT OF BEGINNING; THENCE
NORTH 59°59'32"WEST, A DISTANCE OF 192.00 FEET;THENCE
SOUTH 30°00'28" WEST,A DISTANCE OF 47.00 FEET;THENCE
NORTH 59°59'32" WEST, A DISTANCE OF 45.55 FEET;THENCE
ALONG THE ARC OF A NON-TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 41.00 FEET, THE
CENTER OF WHICH BEARS NORTH 5°51'S5" WEST, THROUGH A CENTRAL ANGLE OF 43°14'25", AN
ARC DISTANCE OF 30.94 FEET; THENCE
NORTH 40°53'40" EAST,A DISTANCE OF 27.17 FEET; THENCE
SOUTH 49°06'20" EAST, A DISTANCE OF 49.00 FEET;THENCE
NORTH 40°53'40" EAST,A DISTENCE OF 235.83 FEETTO A POINT ON THE CENTERLINE OF PRUNERIDGE
AVENUE, 92 FEET WIDE; THENCE ALONG SAID CENTERLINE OF PRUNERIDGE AVENUE
SOUTH 49°06'20" EAST,A DISTANCE OF 51.82 FEET;THENCE
ALONG THE ARC OF A NON-TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 600.00 FEET, THE
CENTER OF WHICH BEARS NORTH 40°53'08" EAST, THROUGH A CENTRAL ANGLE OF 6°59'S4", AN
ARC DISTANCE OF 76.29 FEET; THENCE
SOUTH 39°51'28" WEST,A DISTANCE OF 302.30 FEET TO THE TRUE POINT OF BEGINNING.
CONTAINING AN AREA OF 1.18± ACRES, MORE OR LESS.
EXHIBIT Z-2
L=73.28'
R=600.00' �
_� PRUNERID �=6'S9'S1" �� �I
=AVENVE � � � I
I
� �� � I
� — S49'06'20"E Z� � I
z �
� 1.82' 1
N49'06'20"W N
49.00' ��
S40'S3'40"W ,�� REZONE TO �
� 27.17' � P(MP) °� �
ti � 0 1.18t N� O
ss�,\ � ACRES ° �
`SS�� L=30.94' j
� R=41.00' w
J �=43'14'25" o
— — �
N59'59'32"W i
192.00' T.P.O.B. P(MP)
N 30'00'28"E
47.00' a,
P�L� 2 t°
LEGEND J»�,�,�a��--�,� °
P��. �;,�r,��� � PC�. 7
(R) RADIAL �»-,�i1�1PS_,,� °N° �»�,�i1�PS-�r:J
POB POINT OF BEGINNING �
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� S ANO � � P.O.B.
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�x PLAT TO ACCOMPANY LEGAL DESCRIPTION EXHIBIT Z-2
� DAIE: 9/23/13 ZONING PLAT MAP SHEET
� � S A N D I S ��YIL IM�IMt�I! SCALE: 1"=150'
/LAMM��is DRAWNBY: RMS PRUNERIDGE AVE AT 1
� APPROVED BY: ASC RIDGEVIEW COURT
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� . � •• • 213103 CUPERTINO CA oF 1 SHEETS
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ORDINANCE N0. 13-2114
ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CUPERTINO
REPEALING ORDINANCE N0.1702 AND APPROVING A NEW
DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF
CUPERTINO AND APPLE INC. FOR THE DEVELOPMENT OF A NEW
CORPORATE CAMPUS
WHEREAS, Apple Inc. ("Apple") 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, as more particularly described in Exhibits DA-1a and DA-1b of the
Development Agreement ("Property"); and
WHEREAS, Government Code Sections 65864 through 68569.5 provide the statutory
authority for development agreements between municipalities and parties with a fee or
equitable interest in real property; and
WHEREAS, Cupertino Municipal Code ("CMC") � 19.144.010 et seq., establishes
additional procedures for review and approval of proposed development agreements by the
City of Cupertino ("City"); and
WHEREAS, a portion of the Property is currently subject to that certain development
agreement between Apple's predecessor-in-interest, Hewlett-Packard Company, and the City
dated November 6, 1995, approved by City Council Ordinance No. 1702, as amended ("HP
Agreement"); and
WHEREAS, the Project (defined below) proposed by Apple to be developed on the
Property is inconsistent with the development project contemplated by the HP Agreement; and
WHEREAS, on or about August 9, 2011, Apple applied for a General Plan amendment
and rezoning of a portion of the Property to accommodate the demolition of approximately 2.66
million square feet of existing office, research and development buildings, parking areas and
ancillary facilities located on the Property; vacation of a portion of Pruneridge Avenue and
vacation of various public easements; and construction of a new approximately 3.42 million
square foot office, research and development campus with associated parking facilities and
ancillary uses including a 50,000 square foot central plant, a 120,000 square foot (1,000 seat)
corporate auditorium, a 100,000 square foot fitness center and other minor ancillary buildings
for security and landscaping; and improvements to adjacent thoroughfares, including street-
widening, landscaped medians, detached sidewalks, buffered bike lanes, widened freeway off-
ramps and trail improvements(collectively, the "ProjecY'); and
WHEREAS, the Project will be constructed in two or more phases. The first phase will
include the construction of a 2.82 million square foot ring-shaped main building with a 2,385
space underground parking facility, a 100,000 square foot fitness center with a 25 space parking
lot, a 120,000 square foot (1,000 seat) auditorium, a 5,870 space main parking structure with
Ordinance No. 13-2114 DA-2011-01 November 19,2013
Page 2
attached central plant, a 765-space auditorium, employee and visitor parking structure with a
25,000 square foot valet parking reception area, 7,000 square foot visitor security reception
struciures, 10,000 square feet of landscaping and maintenance buildings, 10,000 square feet of
outdoor food stations, , and ancillary on-site and off-site public and private improvements. The
second phase(s) of construction will include the development of 600,000 square feet of office
and research and development buildings with 1,740 parking stalls and two satellite plants for
energy generation and ancillary on-site and off-site public and private improvements. All
figures are approximate;and
WHEREAS, on August 19, 2011, the City issued Notice of Preparation for an
Environmental Impact Report for the Project. A scoping session was held on September 8, 2011
to provide the public the opportunity to comment on the topics to be studied in the Draft
Environmental Impact Report ("Draft EIR"). Public comments were collected through the
scoping period's conclusion on October 5, 2011;and
WHEREAS, from August 19, 2011 to June 6, 2013 2013, the City's environmental
consultant, LSA, prepared a Draft EIR pursuant to the requirements of the California
Environmental Quality Act (Public Resources Code Section 21000 et seq.) ("CEQA") and the
Guidelines for Implementation of the Califomia Environmental Quality Act (Title 14, Sections
15000 et seq. of the California Code of Regulations) ("CEQA Guidelines"); and
WHEREAS, the Draft EIR was released for a 46-day public review/comment period
beginning on June 6, 2013 and ending July 22, 2013. The Notice of Completion of the Draft EIR
was sent to the State Clearinghouse in the Governor's Office of Planning and Research on June
6, 2013 under State Clearinghouse No. 2011082055. The Notice of Availability was filed with the
Santa Clara County Clerk-Recorder on the same day and was also: (1) sent to other potentially
affected agencies as required by CEQA; (2) sent to adjacent property owners as required by
CEQA; and (3) posted at the Project site and at City Hall; and
WHEREAS, on June 26, 2013, the City held a duly noticed public meeting to allow the
public an additional opportunity to provide input on the Draft EIR and received public
testimony; and
WHEREAS, following the close of the public review and comment period on the Draft
EIR, written responses to comments concerning the adequacy of the Draft EIR received during
the public review and comment period have been prepared and compiled in a Response to
Comments Document(which includes revisions to the Draft EIR); and
WHEREAS, the Final Environmental Impact Report ("Final EIR"), consisting of the
Draft EIR (published in June 2013), the Response to Comments Document (published in
September 2013), and all documents incorporated therein was issued on September 23, 2013.
Notice of Availability of the Final EIR was sent to the Santa Clara County Clerk Recorder's
Office, posted at City Hall and the Project site, and sent to 10 local libraries and property
owners, business owners and residents within 1,000 feet of the Project site. A courtesy notice
regarding the availability of the Final EIR was also mailed to all postal customers in the City of
Cupertino and within 1000 feet of the Project site and published in the Mercury News;and
Ordinance No. 13-2114 DA-2011-01 November 19,2013
Page 3
WHEREAS, on September 26, 2013, City Staff presented the Final EIR to the
Environmental Review Committee ("ERC") for review and recommendation. After considering
the Final EIR, all supporting documents, and Staff's presentation, the ERC recommended that
the City of Cupertino City Council approve the Project; and
WHEREAS, the City received comments following the close of the public review and
comment period on the Draft EIR and, although pursuant to Public Resources Code Section
21091(d)(1) and CEQA Guidelines Section 15088(a) written responses are not required,
responses have been provided with staff reports; and
WHEREAS, the Final EIR was presented for review to the Planning Commission and
City Council on October 1, 2013 at a joint Planning Commission and City Council Study
Session; and
WHEREAS, on October 2, 2013, the Plaruling Commission held a public hearing and
voted 4-0-1 (1-absent) to recommend that the City Council approve Findings Revision #1
(October 1, 2013) to adopt Mitigation Measure TRANS-23 (Alternate), as amended to delete the
penalty provisions, to allow three left turn lanes out of the project driveway on to N. Wolfe
Road, a Resolution Recommending Certification of an Environmental Impact Report (EIR),
adoption of Findings and a Statement of Overriding Considerations, adoption of Mitigation
Measures, and adoption of a Mitigation Monitoring and Reporting Program in substantially
similar form to the Resolution, as amended (Resolution no. 6727); Approve the General Plan
Amendment, GPA-2011-03, in substantially similar form to the Resolution presented
(Resolution no. 6728);Approve the Zoning Map Amendment, Z-2011-03, in substantially similar
form to the Resolution presented (Resolution no. 6729); Approve the Vesting Tentative Map,
TM-2011-03, in substantially similar form to the Resolution presented (Resolution no. 6732) ;
Approve the Development Permit, DP-2011-04, Use Permit, U-2011-11, Architectural and Site
Approval, ASA-2011-14 and Tree Removal Permit, TR-2011-39, in substantially similar form to
the Resolution presented (Resolution no. 6731); and Approve the Development Agreement, DA-
2011-01, in substantially similar form to the Resolution presented (Resolution no. 6730), adopt
the Findings and Statement of Overriding Considerations for the Project, and make conditions
of approval all of the mitigation measures for the Project that are within the responsibility and
jurisdiction of the City that are identified in Findings; and; and
WHEREAS, Supplemental Text Revisions, Apple Campus 2 Project Final Environmental
Impact Report, which is part of the Final EIR, identifies a third alternative mitigation measure
for Impact TRANS-23, a third alternative mitigation measure for Impact TRANS-27, and
discloses recent amendments to Chapter 6.5 of Division 13 of the Public Resources Code; and
WHEREAS, on October 15, 2013, the City Council held a duly noticed public hearing on
the Final EIR and the Development Agreement; as well as the following Project approvals:
Ordinance No. 13-2114 DA-2011-01 November 19,2013
Page 4
amendments to the General Plan to allow a change in the land use designation of a 1.1 acre area
from Parks and Open Space to Industrial/Residential, a change to figure 2-G to reflect the
relocation of Glendenning Barn, changes to various figures to reflect the vacation of Pruneridge
Avenue, amendments to the text in Policy 2-35, a change to the setback ratio for N. Tantau
Avenue, and other minor related amendments to figures and tables, Rezoning of said 1.1 acre
area from Parks and Recreation (PR) to Planned Industrial Park P(MP), Vesting Tentative Map,
Development Permit, Use Permit, Architectural and Site Approval for Phase 1 of the Project,
Tree Removal Permit, and street and easement vacations; and
WHEREAS, in compliance with the CEQA Guidelines, on October 15, 2013, the City
Council adopted Resolution No. 13-082 to certify the Final EIR for the Project, adopt findings
and a Statement of Overriding Considerations, Mitigation Measures and a Mitigation
Monitoring and Reporting Program; and
WHEREAS, on October 15, 2013, the City Council adopted Resolution No. 13-083
amending the General Plan to accommodate the Project; and
WHEREAS, on October 15, 2013, the City Council introduced an ordinance to rezone 1.1
acres of the Property from Parks and Recreation (PR) to Planned Industrial Park (P(MP))
(Assessor's Parcel Numbers 316-06-050 and 316-06-051); and
WHEREAS, on October 15, 2013, the City Council adopted Resolution Nos. 13-085 and
13-084, approving, respectively, a Vesting Tentative Map and a Development Permit, Use
Permit, Architectural and Site Approval for Phase 1, and Tree Removal Permit for the Project;
and
WHEREAS, on October 15, 2013, the City Council adopted Resolution No. 13-086 and
13-087 vacating that certain approximately 4.64 acre portion of Pruneridge Avenue identified in
Exhibit DA-1� to the Development Agreement and approving a sale of the Pruneridge Avenue
vacation area to Apple, subject to satisfaction of certain conditions, including relocation of all
public utilities, for a purchase price of $23,814,257.00, under the terms described in Article 6 of
the Development Agreement attached hereto as Exhibit DA-1 ("Development Agreement"); and
WHEREAS, approval of the Development Agreement will provide Apple with
assurances that its development of the Property in connection with the Project can proceed
without disruption caused by a change in City planning and development policies and
requirements, which assurance will thereby reduce the actual or perceived risk of planning,
financing and proceeding with construction and use of the development and promote the
achievement of the private and public objectives of the development; and
WHEREAS, City desires to enter the Development Agreement in order to: (1) increase
the number of well-paid high-quality jobs in the City for employees who either live in the
community and/or support local businesses; (2) improve the City's quality of life and the built
environment by redeveloping outmoded office build'ulgs with a coherent state-of-the art
corporate campus; (3) support the development of a local corporation that has grown ulto one
of the world's outstanding high tech firms, thereby stimulating local businesses and the local
economy and supporting the City's fiscal health and ability to provide needed services; (4)
secure a source of substantial tax revenues for the City by encouraging a major corporation to
Ordinance No. 13-2114 DA-2011-01 November 19,2013
Page 5
continue its existing operations in the City; and (5) attract visitors who will generate both
additional revenues for local businesses and increased tax revenues for the City, as well as
further the City's visibility worldwide; and
WHEREAS, the terms of the Development Agreement include the following community
benefits funded by Apple:
■ An affordable housing contribution equal to twice the otherwise applicable City
affordable housing in-lieu fee for the North Vallco Area.
■ Contribution of$8,270,994 for the establishment and maintenance of a 1.1 acre park
at a location within the City to be determined, or transfer by Apple of a 1.1 acre
park site acceptable to the City, together with an improvement, maintenance and
capital replacement fund.
■ Installation of a fiber optic conduit along Wolfe Road between the 280 Freeway and
Homestead Road for City use.
■ Traffic signal preemption device improvements in an amount up to$320,000.
■ Contribution of $250,000 toward the cost of a study for a pedestrian/bicycle trail or
path, including potentially a full Class I separated trail, along the drainage channel
running parallel to southbound I-280 between North De Anza Boulevard and
Calabazas Creek, and then south along the western bank of Calabazas Creek to
Vallco Parkway.
■ Apple's commitment to require its general contractor to comply with a Tax
Localization Plan that would cause sales and use taxes generated from the purchase
of materials, fixtures and equipment for the Project to be allocated to the City.
■ Amendment of an Agreement for Consultation Services that may generate
additional sales tax revenue for the City.
■ Contribution of $2,644,035 to City if Apple desires to relocate the historic
Glendenning barn off of the Property to other City-owned property.
NOW, THEREFORE, BE IT ORDAINED AS FOLLOWS:
That after careful consideration of the facts, exhibits, testimony and other evidence submitted in
this matter, the City Council based upon the findings described above, the public hearing
record and the Minutes of Planning Commission Meeting of October 2, 2013, and subject to the
conditions specified below:
Section 1. The recitals set forth above are true and correct, and are hereby
incorporated herein by this reference as if fully set forth in their entirety.
Section 2. City Council Ordinance No. 1702 is hereby repealed and the HP
Agreement is hereby canceled in its entirety pursuant to Government Code section 65868.
Section 3. The City Council, having considered the evidence received at the public
hearing duly noticed and held for said proposed Development Agreement, finds as follows:
A. The proposed Development Agreement is consistent with the objectives,
policies, general land uses and programs specified in the General Plan, as amended.
Ordinance No. 13-2114 DA-2011-01 November 19,2013
Page 6
B. The proposed Development Agreement is compatible with the uses
authorized in, and the regulations prescribed for, the land use district in which the Project is
located.
C. The proposed Development Agreement is in confarmity with and will
promote public convenience, general welfare, and good land use practice.
D. The proposed Development Agreement will not be detrimental to the
health, safety, or general welfare.
E. The proposed Development Agreement will not adversely affect the
orderly development of property or the preservation of property values.
F. The proposed Development Agreement will promote and encourage the
development of the Project by providing a greater degree of requisite certainty.
Section 4. The City Council hereby approves the Development Agreement in the
form attached subject to such minor technical conforming changes as may be approved by the
City Attorney. This approval is based on the City Council's consideration of and reliance on the
Final EIR and in accordance with the plans, details and descriptions contained therein, and in
the Resolution certifying the Final EIR.
Section 5. This Ordinance shall be effective thirty (30) days following its adoption.
INTRODUCED at an Adjourned Regular Meeting of the City Council of the City of
Cupertino the 15th day of October 2013, and ENACTED at an Adjourned Regular Meeting of
the City Council of the City of Cupertino the 19th day of November, 2013, by the following
vote:
Vote: Members of the Citv Council:
AYES: Mahoney,Wong, Chang,Santoro
NOES: None
ABSTAIN: None
ABSENT: None
RECUSE: Sinks
ATTEST: APPROVED:
/s/Grace Schmidt /s/Orrin Mahoney
Grace Schmidt, City Clerk Orrin Mahoney,Mayor, City of Cupertino
EXHIBIT DA-1
RECORD AND WHEN RECORDED
MAIL TO:
RECORD WITHOUT FEE
PURSUANT TO GOVERNMENT CODE
SECTION 6103
City of Cupertino
City Clerk's Office
10300 Torre Avenue
Cu ertino, CA 95014-3202
(Space Above This Line Reserved For Recorder's Use)
DEVELOPMENT AGREEMENT
BETWEEN
CITY OF CUPERTINO,
a California municipal corporation
AND
APPLE INC.,
a California corporation
TABLE UF CONTENTS
Page
ARTICLE 1 DEFI1'�TTIOI�IS.................................................................................................................6
ARTICLE 2 EFFECTIVE DATE,TERM Ai��D TERMINATION OF HP
DEVELOPMENT AGREEMENT................................................................................10
Section 2.1 Effective Date....................................................................................................1Q
Sectian2.2 Initial Term.......................................................................................................10
Secfiion 2.3 Extensions to Term..........................................................................................10
Sec#ion 2.4 Appie Termination for Comrenience.............................................................11
Section 2.5 City Termination In Evei�t of Change in Use...............................................11
Section 2.6 HP De��elapment Agreemen#Cancellation..................................................11
ARTICLE 3 OBLIGATIONS OF APPLE. ........................................................................................12
Section 3.1 Obiigations of Apple Generally.....................................................................12
5ection 3.2 Affardahle Housing Contribution.................................................................12
Section 3.3 Tax Localization Plan and Requirements.....................................................12
Sec�ion 3.4 ConstructiQn Tax..............................................................................................12
Section 3.5 Tax Consulting Agreement.............................................................................13
Section 3.6 Glendenning Barn............................................................................................13
Section 3.7 Parkland Contribvtion.............................................................. .............14
Section 3.8 Fiber Optic Canduit Installation....................................................................14
Section 3.9 Traffic Signal Preemption Devices................................................................15
Sectian 3.10 I-280 Trail Contribution..................................................................................15
Section 3.11 Storm Drain Facilities,Storm Drains and Runaff........................................15
Section 3.12 Real Property Acquisition...............................................................................15
Section3.13 Mitigations........................................................................................................1G
Sectian�.14 Wolfe Road Transportation Stud}�.................................................................16
ARTICLE 4 OBLIGATIOIV'S OF CI'I'Y.............................................................................................16
S�ction 4.1 Obligations of City Generally.........................................................................16
Section 4.2 Protection of Rights.........................................................................................16
Section 4.3 Development Allocations...............................................................................1?
Section 4.4 Apple`s Right to Rebuild ................................................................................18
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TABLE OF CONTENTS
(conrinued)
Page
Section 4.5 Design of On-Site and Off-Site Impravements............................................1$
Section 4.b De��elopment of the Site..................................................................................18
Section 4.7 Sequestration of Contributians in the Event of Litigation.........................18
ARTICLE 5 DEVEL�PMENT FEES, EXACTIONS AND DEDICATIO��S...............................19
Section 5.1 Development Impact Fees, Exactions and Dedications..............................19
Section 5.2 Ccsst Recavery Fees..........................................................................................1�}
Secfion 5.3 Retroactive Permits,Fees,and Fines.............................................................20
Section5.4 Connection Fees...............................................................................................20
Sectian 5.5 �esting Tentative Map....................................................................................20
Sectian 5.6 Fees Imposed by Outside Agencies...............................................................20
ARTICLE 6 VACATION OF PRUi�TERIDG�. .................................................. ................20
Secrion b.l Vacation of Pruneridge Avenue....................................................................20
Section 6.2 Purchase of Pruneridge Avenue....................................................................20
Section 6.3 Street Clasure ...................................................................................................21
ARTICLE 7 COOPERATI�JN—IMPLEMENTATIOi�f..................................................................21
Section 7.1 Pracessing Apptication far Subsequent Appro�rals....................................21
Section 7.2 Timely 5ubmittals By Apple..........................................................................21
Section 7.3 Tirnely Processing By City..............................................................................22
Section 7.4 Specifie Subsequent Approvals.................................... ..22
5ectir�n 7.5 Other Government Permits............................................................................22
Section 7.6 Goop�ration�rith Public Services..................................................................22
ARTICLE 8 S'TANDARDS,LAWS AND PROCEDURES GC�VERNIi\fG THE
PROjECT........................................................................................................................22
Section 8.1 Vested Right to Develop.................................................................................22
Section$.2 Permitted Uses Vested b}=This Agreement..................................................22
Sectian 8.3 Intentionally Omitted......................................................................................23
Section 8.4 State and Local Building Standards................................................:.............23
Section 8.5 1\�o Conflicting Ena�tments.............................................................................23
Section 8.6 Initiatives and Referer�da................................................................................24
DAK«4816-8�65-947?vl2 -Yl_
TABLE OF Ct3NTENTS
(cantinued)
Page
Sectian 8.7 Enviranmental Revie�T....................................................................................25
Section 8.8 Li£e of Subdivision Maps,Development Appravals,and Permits...........25
Sectian 8.9 State and Federal Law.....................................................................................25
Se�ction 8.10 City's Reservations of Authority...................................................................2b
Section 8.11 Timing of Project Constru�tion and Completion........................................26
Section 8.12 Apple is an Independent Contractor.............................................................27
ARTICLE 9 AMENDMEI�tT..............................................................................................................27
Section 9.1 Project Approval Amendments.....................................................................27
Section 9.2 Amendment af this Agreement.....................................................................28
ARTICLE 1a ASSIGI�MENT,CO�ENANTS,FORECLOSURE AND NL}TICE.........................28
Sectian10.1 Assignment.......................................................................................................28
Sectian 10.2 Covenants Run With'I`he Land......................................................................29
Section 10.3 Foreclosure........................................................................................................30
Section 10.4 Sale or Lease of a Portion of the Project Site or Indi�7idual Parcels..........3Q
Section 10.5 Notice of Compliance Generally....................................................................30
ARTICLE 11 COOPERATItJN IN THE EVEI�'T OF LEGAL CHALLENGE...............................31
Section11.1 Caaperation......................................................................................................31
Sectinn 11.2 Cure;Preapproval............................................................................................31
ARTICLE 12 DEFAULT;REMEDIES;TERMINATION................................................ ..........32
Section12.1 Defaults.............................................................................................................32
Section12.2 Remedies...........................................................................................................32
Section 12.3 Periodic Revie�v................................................................................................33
Section 12.4 Effect of Termination Upon Appie's Obligatians........................................34
Section 12.5 Enforced Delay;Extensian of Time a£Pexformance...................................34
Section 12.b California La��;Venue....................................................................................35
Section 12.7 Cc�mpliance with Lac1�s....................................................................................35
Section 12.8 Resolution of Disputes....................................................................................35
ARTICLE 13 l�'O AGENCY,JOINT VENTURE OR PARTi��ERSHIP...........................................35
OAf:�4516-8465-9�77 vi? -112-
TABLE OF CONTENTS
(continued)
Page
ARTICLE 14 MORTGAGEE PROTECTION: CERTAIN RIGHTS OF CURE.............................36
3ectian 14.1 Mortgagee Protection...................................................... ....36
Sectian 14,2 Mortgagee Obligations....................................................................................36
Section 14.3 I�`otice of Default to Martgagee.....................................................................36
ARTICLE 15 MISCELLANECJUS.......................................................................................................3Es
Section 15.1 Incorporation of Recitals and Introductary Paragraph..............................36
Section15.2 Findings.............................................................................................................36
Section15.3 Severability.......................................................................................................36
S�ction 15.4 Time oE Essence................................................................................................37
Section 15.5 Other��ecessary Acts......................................................................................37
Section15.b Construction.....................................................................................................37
Section 15.7 Section Headings..............................................................................................37
Section15.8 No Vl�aivex.........................................................................................................37
Section 15.9 Nondiscrimination................................................�........................,.................37
Section 15.10 No Third-Party Beneficiary............................................................................37
Section 15.11 Qther Miscellaneous Terms............................................................................37
Section15.12 1\TOtices...............................................................................................................38 �
Section 15.13 Entire Agreement, Counterpart5 and Exllibits............................................39
Section 15.14 Co��enant of Good Fai�h and Fair Dealing...................................................39
Section 1�.15 Authority ta Execute........................................................................................39
Section15.16 Exhibits..............................................................................................................40
Section 15.17 Recordation of Development Agreemenf.....................................................40
OAK K�8i6-i�4&5-9�77 vl2 -iV-
F?E�ELOPMENT AGREEMENT
THIS DEVELOPMEI�IT AGREEMENT(the "Agreement"}is entered into as af
Navember 19,2013,by and bef�veen Apple Inc.,a Californ.ia corporafion("Apple"), and the
City of Cupertina,a Califarnia municipal corporation("City"),pursuant to California
Gavernment CQde�65864 et seq.
RECITALS
Apple and City enter into this Agreement on the basis of the fol.lo�ving facts,
understandings and intentions,and the following recitals are a substantive part of this
Agreement:
A. To strengthen the public planning process,encourage pri�Tate participation in
comprehensi�re planning and reduce the economic risk of development,the Legislature of the
State of Cali�omia e�acted Sections 65864 fhrough 65869.5 of the Califoxnia Gal�ern.ment Code
("Develapment Agreement StaEute"},�vhich autharize City to establish procedures to enter
into binding development agreements with persons ha�Jing legal or equitable interests in real
property located within City for de��elopment of property.
B. Tlte Cupertino Municipal Code("CMC"},� 19.144A10 et sec�:,establishes the
authorit�r and procedure for review and approval of propased development agreements.
C. Apple has a legal and equitable interest in certain real properk�l consisting of
approximately 176 acres located within the City and generall}r 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 commun.ity on the south;and North Wolfe Road
on the west,as more particularly described in Exhihit DA-la(the "Property"},attached hereto,
and as diagrammed in Exhibit DA-1b,attached hereto{the"Projec#Site"). The Property is
o��►*ned by Campus Holdings,Tnc.("CHI"},a Delav��are corporatian and�Tholly ou�ned
subsidiarp of Apple. CHI and Apple have entered into an agreement for Apple to develop and
Qccupy the Property. Pruneridge Avenue extended through the Project Site on a roughl�.�
eastJ�vest alignment,and pursuant to the vacation described in Article 6 most of the former
Pruneridge Avenue is now included as part of the Property and Project Site. The Project Site
currently cantains approxirnatel}�2,891,50Q square feet of offiee,research and developmealt and
amenity building space(2,657,OQ0 square feet af which is office and research and development),
some of which are occupied by Apple and some of FtiThich�tiTet�e formerly used by He�aTlett-
Packard. Calabazas Creek crosses the southeastern portian of the Project Site.
D. Apple intends to develop the Project Site as an office,research and developrnent
campus consistent�rith the Project Approvals and the Subsequent Approvals (the"ProjecY').
E. The Project,including but not limited to the buildings,access and parking
facilities, landscaping,and infrastru.ctu.re improvementsr are all more particularly shov+Tn on the
1
OAI�=9S16-S465-9977 ui2
Development Plan{"I?evelogment Plan")suhmitted by Apple in connection with its
applications for the Project AppracJals(defined in Recital Q(2)below).
F. Through this Agreement,the parties intend to preserve the size and density of
development as set farth in the Development Plan and Praject Approvals,as they may be
amended. City and Apple each acknowledge khat development and construction of the Project
is a large-scale undertaking involving major investments by Apple and City,and assurances
that the Project can be developed and used in accordance tivith the terms and conditions set
forth Izerein and Applicable Law governing development of the Property�vill benefit bath
Apple and City. City is willing to enter into this Agreement for the reasons enumerated in
CMC�§ 19.144A10 and 19.144.020,including but nat limited to: {1)strengthez�ing the public
planning process,{2)encouraging private participation in comprehensiue planning b�T
providing a greater degree of certaint}�;(3) reducing the economic costs of de�Jelapment; (4}
allo��*ing for orderly planning of public improvements and services and the allocation of costs in
order ta achieve the maximum utilization of public and private resources in the de�Telopment
process;(5)ensuring that appropriate measures to enhance and protect the emTironment are
achieved;and (6)ensuring E}�at all conditions of approval,including the construction of off-site
improvemen�s made necessary by land development,ivill proceed in an orderly and
ecanomical fashian to City's benefit.
G. In addition to the reasons enumerated in the CMC a��d set forth above in Recital
F,City also enters inta this Agreement in order to: (1)increase the number of t��ell-paid high-
quality jobs in the City far employees who either live in the cammunity andJor suppart local
businesses;(2)improve the City's quality of life a.nd the built environ.ment b�r redeveloping
outmoded office buildings ivith a coherent state-of-the art corporate headquarters campus; (3)
support the development of a local corporation that has gro��*n into one of the�i�orld's
outstanding high tech firms,thereby stimulating local businesses and the local econorny and
supporting the City's fiscal health and ability to provide needed services;(4) secure a source of
subsfantial tax revenues for the City by encouraging a majar corporation to continue its existing
operations in the City;and(5}attract visitors�rrho will generate both add.itional retrenues for
lacal businesses and increased tax reuenues for the City,as uTell as further the City�'s visibility
i�Torld��ide.
H. Apple ackno�vleciges and recognizes that materiai inducements for Cit3.�to enter
into this Agreement are: (1) an opportunity to create a carporate headquarters campus; (2)the
accupancy of the Proper�T by Apple Inc.tiTithin the City;and(3) the contributions byr Apple to
parks, affordable taousing and infrastructure. City's�villingness ta enter into this Agreement is
a materiai inducement to A�ple ta implement the Project,and Apple proposes to enter into this
Agreement in order(x) to obtain assurances from City that the Property may be developed,
constructed,completed and used pursuant to this Agreement,and in accordance��vith
Applicable La�v,suhject to the exceptions and limitations expressed herein for the Term of tllis
Agreement;and(y} to provide for a coordinated and systematic approach to funding the cost of
certain public improvemen#s and facilities pianned by City,and ta establisl-►the timing and
extent of cantribu.tians required from Apple far these purposes.
2
OAK-48i6-8465-947?v12
L Apple and City mutually desire to enter into tl�is Agreement,and proceedings
have been taken in accardance�vith state lacv,as seE forth below.
J. Cln October 2,2013,City's Planning Commission(defined belaw in Recital Q{1))
held a duly noticed pubiic hearing on this Projert and: (1} determined that the CEQA
compliance for the City's consideration of this Pro}ect properly relies an the earlier analysis and
assump#ions in Cupertino's Ger►erai Plan 2000-2020("General Plan")erivironn�ental impact
report and the Cit}r's recent preparation af envi.ronmental impact report concerning the Praject
(entitled Apple Campus 2 Pr�ject Environmental Impact Report(the"EIR")),dated September
23,2013;{2) cle#erinined tlzat the Project is consistent with the City's Generai Plan,as amended
by t1�e General Plan Amendments;and{3)recommended that the City of Cupertino Cit-�r
Council("Cify Council") approve thi�Project.
K. On C3ctober 15,2013,the City Council held a duly naticed public hearing on this
Agreement and (1)determined tha#consideration of this Agreement contained in the�IR
�omplies in all respects with CEQA;{2)determi.ned that this Agreement is consistent with City's
General Plan, as amended by the General Plan Amendments;{3)conducted all necessar�.J
proce�dings in accardance with the City's ruIes and regulations for the approval of this
Agreement;and(4� introduced Ordinance No. 13-2114,approving this Agreement.
L. On�Io�jember 19,2013,the City Council adopted Ordinance No. 13-2113,
approving this Agreement,and the Ordinance became effective thirty{30) days thereafter
(subject to and extended by any subsequent City Council reconsideration hearing}on
December 19,2013("Effective Dafie").
M. Certain impravements,as set forth in the conditions of appro�Tal ("Conditions of
Approval"),are necessary to provide infrastructure support for the Praject.
iV. Apple intends to de��elop tl�e Project in t�vo ar more phases,as c�escrzbed in the
EIR.
O. As oE the Effective Date,Apple is City's largest employer,and Apple has been
located in the City since Apple�vas established in 197&. Apple's cu.rrent corporate headquarters
at the 1.Infinite Loop campus (the"IL Campus")is located approximately one mile to the�vest
of the Project Site. As a major corporate employer experiencing significant gro�vth,Apple seeks
ta cam.mence a lnng-range comprehensi��e planning process for the Praperty,in order to ensure
that Apple's future corporate aperations�vill conrinue to be headquartered and expanded
i��ithin the City. FolloitiFing adoption of General Plan Amendments,the Project t��ill be
consistent i��ith the Cupertino General Plan.
P. In connection�Tith the substantial irnrestment of time and financial resources
rec}uired for ttle long-range comprehensive planning and entitlement of a ne�v corporate
headquarters on the Praject Site,the parties desire to enter into tllis Agreement in order to
pravide to the Propert-��deveiopment allocations for office space available under the General
3
OAIC x4816-S4G5-4477 v12
Plan,and to vest the General Plan and zoning, as arnended for fhe Proper#y,thereby
establishing a reasonable and secure planning basis for the new corparate headquarters.
Q. While this Agreement furthers numerous City goals and policies,there are f�vo
fundamental purposes it is infiended to advance. First,from a fiscal standpoint,ta ensure that
the City will nt�t incur unfunded costs related ta the plaruling,develapment,maintenance and
operatian of the Project inciuding,among other things, the costs to the City of providing the
Project�vith public sen�ices and facilities and mitigating the Project's environmental impacts.
Second,to provide Apple with the certaint�,r required to make its substantial Iong term
investment in the Project,by ensuring that it nTill have a full and�tested right to develap,use
and operate the Project and the Project Site under the terms and conditions set farth in this
Agreement. The rights and obligations of the parties to the Agxeement�hall be construed and
interpreted in such a manner as shall give full effect to each of these purposes. Cit�=has taken
several actions to xeview and plan for the development of the Project. These include,without
limitation,the follovving:
(1) Environmental Im�act Re�ort. T'he environmental impacts af the Project,
including the T'roject Approvals,many of the Subsequent Approvals,and numerous
aiternatives ta the Project and its location,have properly been review�ed and assessed by City
pursuant to the California Environmental Quality Act,Public Resources Code Section 2300Q et
seg.;California Cade af Regulations Title 14,Section 15000 et seq. (the"CEQA Guidelines"};and
City's local guidelines promulgated thereunder(callectively,"CEQA"). On October 15,2013,
pursuant to CEQA and in aecordance with the recommendation of fhe Pla.nning Co�nmission
for the Cit�x of Cupertino(the"Planning Cornmission"), the City Council certified the ETR,by
Resoiution i�o. 13-082. As required by CEQA, the City adopted written findings,including a,
Statement af�verriding Considerations and appraved a Mitigation Monitoring and Reporting
Program(the "MMRP"}cancurrent with its consideration of the Project Approvals.
(2} Planning Commission and Cit�Council A�ra�rals. The Planning
Commission,afker a duly noticed public hearing,has reviewed ai�d recommended certification
of the EIR, appraval of the General Plan Amendments,adoption of the Rezoning,approval af
the various project level entitlements iisted belo�cv,and appro��al of this Agreement. Following
revie�v and recommendation by the Planning Commission,and after a dul�T noticed public
hearing and certification of the EIR,the City CounciI,by Resolution No. 13-083,approved
amendments to the Cupertino General Plan(the"General Pian Amendments");adoption of
Gty Ordinance No.13-2113,rezoning the PR zone,vs.=hich corresponds to the approximat�elyf 1.1-
acre portion of the site designated Parks and Open Space in the General Plan,to P(MP) (the
"Rezaning");approval af the project level entitlements listed belox�;and adoption of this
Agreement. The Cit��Council made findings and adopted additional Resolution Nos. 13-085
and 13-fl84 approving certain project level entitlements,including these additional permits,
agreements anc�other approvals required for the Project:
4
DAK;��816-8465-44?7�=12
i. Pruneridge Vacation Area Puxchase and Sale Agreement
ii. Vesting Tentative Map effective 30 days after the second reading
af the Development Agreement(Jrdinance
iii. Conditional Us�Permit
iv. Develapment Permit
v. Tree Removal Permit
vi. Streamside Modification Permit
vii. Architecfural Site Approval for Phase 1 {other than the parking
stru�cture on North Tantau Avenuej
Certain improvements as set forth in the Project Approval Conditions o£
Approval,including MMRP,are necessary to provide infrastructure support for the Project.
The approvals, Cand.itions o#Approval,permits and development poiicies described in this
Recital Q(2) are collectively referred to as the "Project Approvals."
R. ACI Holdings,Inc.,a California corporation and tivhally o�Tned subsidiary of
Apple,and City,entered into an Agreement for Cansultation Services dated july 1,2007,to
pro�=ide City vvith consulting services eonsisting of tl�e assessn�ent and creation of new sales
and use tax revenue sources#or City,to be derived from Apple and its subsidiaries(the "Tax
Cansulting AgreemenE").
S. The City has reviewed and considered the special irinovaiive features and
environmental benefits of the Project,ineluding the designatian of the Project as the first
En�ironmental Leadership Development Project under the"Jobs and Economic Improvement
Thraugh Enviranmental Leadership Act" in the State of California,as approved by the
Governor, folIowing review by legislative comrnittees and the California Air Resources Baard.
Based an these and other considerations,including the contributions identified in this
Agreement,the Cit�r determined that the Project presents substantial public benefits and
opportunities that are advanced by the City and Apple entering into this Agreement. This
Agreement i�Till,among other things: (1)reduce uncertainties in plan.ning and pravide for the
orderly development of the Project;(2) mitigate many significant environmental impacts;
(3}pro�=ide pubtic improvements,infrastructure and community benefits, (�) strengthen the
City`s economic base�vith a variety of high quality long term jobs,in addition to shorter term
consfruction jabs;(5)provide for and generate substantial revenues for the City in the form of
one time and annual fees and exactions and other fiscal benefzts as dacumented in Keyser
Marston Associates` May 2013 fiscal report entitled "Economic and Fiscal Impacts Generated by
Apple in Cupertino—Current Facilities and Apple Campus 2",(6)provide an amount equal to
tv4rice the other�=ise applicable affordable housing impact fee in furtherance of affardable
housitlg oppor�xnities; {7) result in the voluntary funding of critical city�vide facilities and other
in.frastructure impravements;and (8)otherwise achieve the goals and purpases for which the
Development Agreement Statute��Tas enacted.
T. In exchange for the benefits to the City described in the preceding Recital,
together�cvith the other public benefits that��iil result from the development of the Project,
S
OAK�4816-&1b5-9477 v?2
Apple�rill receiY<e by this Agreement,assurances that it may praceed with the Project in
accordance vvith Applicable Laiv,and therefore desires to enter into this Agreement.
AGREEMEIVT
�OV11,THEREFORE,pursuant to the authority contained in Califarnia Go�Ternment
Code�65864 and folloc�*ing,and CMC�17.10.01Q and follo�rir�g,and in consideration of the
mutual represen�ations,cavenants and promises of the parties,the parties hereto agree as
follows:
ARTICLE 1 DEFINITIONS.
"Ad�ninistrative Project Amendment" shall have that meaning set forth in Section
9.1(a�of this Agreement.
"Administrative Agreemen#AmendmenE" shall have that meaning set forth in Section
9.2(a)of this Agreement.
"Af€ordable Hausing Contribution"shall have that meaning set forth in Section 3.2 of
this Agreement.
"Agreement"means this Agreement.
"Apple" means Apple Inc.,a California corporation, and its approtTed successors and
assigns.
"Applicable City Regulations" means(a)all Cit�r ordinances,rules,regulations,official
policies,standards and speci.ficatians set forth in this Agreement and the Project Approvals,
including the specific Conditions of Approval adopted��=ith respect to ff�e Project Appro��als;
{b}with respect ta matters not addressed by this Agreement vr the Project Approvals but
governing pern�itted uses of tlie Property;building lacations, sizes,densities,intensities, design
and heights;lot cotrerage and open space;parking;and Exactians,those ordinances,rules,
regulations,official policies,standards and specificatians in force and effect on the Effective
Date;(c)with respect to all other matters,the ordinances,rules,regulations, official policies,
standards and specificatiorzs in farce and effect as rnaST be enacted,adopted and amended from
time to time,including ne�T City Laws,except those in canflict�h=ith this Agreement or the
Project Approvals;(d)Changes in the LaK�;and{e} Exempt City Lac��s.
"Applicable Law" means all State and�ederal la��s and regulations applicable to the
Propert,y and the Project as enacted,adopted and amended from time to time,and the
Applicable City Regulatians.
"Campus Am�enity Space" shall have that meaning set forth in Section 4.3(d)of this
Agreement.
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OAK-4816-&463-4477 v12
"CE�A"shall have that meaning set forth in Recital Q(1)above.
"CEQA Guidelines" sha(1 have that meaning set forth in Recital Q(1)above.
"Changes in the T.aw"shall have that meaning set farth in Section 8.4 of this
Agreement.
°CHP' shall have that meaning set forth in Recital C of this Agreement.
"City" means the City of Cupertino, a mu.nicipal corporatian.
"City Council" shall ha�=e that meaning set fortt�in Recital j abo�Te.
"City Law"shall have that meani��g se#forth in Section S.�of th.is Agreemen#.
"Campletion" shali have that meaning set forth in Section 2.3 of this Agreement.
"Compliance Lefiter" shall have that meaning set forth in S�ction 12.3{b}.
"Canditians of Approval" shall hatre that meaning se#forth in Recital IvI above.
"Connection Fees°means those fees charged by City on a cit��vide basis or by a utility
provider to utility users as a cost for connecting to water, sanitary setitiTer and other applicable
utilities,except for any such fee or portion thereof that constitutes an Impact Fee,as definec3
belov��.
"Cttnfributions" means,collectively,the Affordable Housing Contribution,the Park
Land Contribution,the GIendenning Bam Relocation Cantribution,and the I-280 Trail
Cantribution,
"Cost Recovery Fees" shall have that�neaning set forth in Section 5.2 of this Agreement.
"CMC" shall have that meaning set forth in Recitai B abo�Te.
"CPI-U"shall have that meaning set fQrth in Section 5.1 of this Agreement.
"Default I'�Totice" shall have that meanzng set forth in Section 12.1 of this Agreement.
"Deficiencies" shall ha��e tl�at meaning set forth in Section 11.2{a) of this Agreemei�t.
"Development Agreement S#a#u#e" s11a1111ave that meaning set forth in Recital A of this
Agreement.
"Development Plan" shall ha��e that meaning set forth in Recital E.
"EIR" shall have that meaning set forth in Recital J of this Agreement.
7
dAK�4&16-5=#b5-4477 v12
"Effective Date" shall have that meaning set forth in Recital L of this Agreement.
"ExacEions"means exarfions that may be imposed by the City as a conditian of
de�reloping the Project,inciuding in-lieu payments;requirements for acquisition, dedication or
reservation of land;and abligations to ca��tstruct on-site or off-si#e public and private
infrastructure improvements such as roadt�vays,utilities or other improvernents necessary to
support the Project,�cvhether such exactions constitute subdivision improvements, mitigation
measures in connectian�vith environrnental re��ie�r of khe Proje�,or innpositions made under
Applicable City Regulations.
"Exempk Ci#y Laws" shall have that meanir�g set forth in Section 8.10(c) of this
Agreement.
"Existing C}ffice Space Development Aliocations" shall have that mea�ting set forth in
Sectian 4.3(b)of this Agreement.
"�irst Extension"shall have that mean.ing set forth in Section 2.3 of this Agreement.
"General Plan" shall have that meaning set forth in Recital J.
"General Flan Amendments" shall have that meaning set farth in Recital Q(2)of this
Agreement.
"General Plan C}ffice Space DevelopmenE AIlocations" shall have that meaning set
farth in Seciian 4.3(a) of this�lgreement.
"Glendenning Barn Relocation Con#ribution" shall have that meaning set forth in
Section 3.6 of this Agreement.
"I•280 Traii Cantribution"shall have that meaning set forth in Section 3.10 af this
Agreement.
"IL Campus" shall have that meaning set forth in necital O above.
"Impact Fees" means the monetary ainount charged by City i.n cannection��*iih a
development project for tl�e purpose of defraying all or a portion of the cost of mitigating the
impacts of the de�relapment project or developznent of the public facilities related to the
development prc�ject,including,any"fee" as that term is defined by Go�rernment Code section
b600Q(b),but not including Cast Recovery Fees.
"Indemnified Farties" shall have that meaning set forth in Section 11.1(aa.
"Initial Term" shali have that meaning set forth iz1 Section 2.2 of this Agreement.
"JudgmenY' shal.l have that meaning set forth in Section 11.2(a)of this Agreement.
. 8
OAK��S16-S465-9477 vl2
"1biMRP" shall have that meaning set forth in Recital Q(1) of this Agreement.
"Martgagee" shall have that meaning set forth in Section 1�.1 of this Agreement.
"Notice of Compliance" shall ha�re#hat meaning set fc�rth in Section 10.5 of this
Agreement.
"Office Space AlIocation" shall have that meaning set forth in Section 4.3(c)of this
Agreement.
"Park Land Acquisition Amoun#" shall have the meaning set fnrth in Section 3.7 af this
Agreement.
"Park Land C4ntribution" shaIl have tlle meaning set forth in Sectian 3.7 of this
Agreement.
"Periodic Review" shall ha��e the meaning set forkh in Section 12.3(a)of this Agreement.
"Phase 1" shall mean the construction of the 2,820,000 square faot ring-shaped rnain
building with a 2,385 space underground parking facility,a 10Q,000 square faot fitness center,a
12Q,000 square foat{1,Q00 seat)auditarium,a 5,870 space rnain parki.ng structure�vith attaehed
�entral plant,a 765-space auditorium,employee and visitor parking struciure with 25,OQ0
square foot valet parking reception area,7,000 square foot vis'rtorJsecurity reeeption structures,
IQ,OQO square feet of landscaping and maintenance buildings, 10,000 square feet of outdoar food.
stations,and ancillar�on-site and off-site public and private improvements. All figures are
approximate.
"Phase 2" shall mean all subsequent phase or phases of the Project�nThich are not
included K�ithin Phase 1,including the development of b00,000 square feet of office and research
and development buildings c�vith 1,740 parking stalls and t�vo satellite plants for energy
generatian and ancillary on-site and off-site public and pri�Tate improverzlents. All figures are
approximate.
"Planning Commission" shall have that meaning set forth in Recital Q(1) above.
°Project" shall Itave that meaning set forth in Recital D above.
"Project Approvals" shall have that meaning set forth in Recital Q(2) abo�Te.
"Project Site"shall have that meaning set forth i.n Recital C above.
"Property" shall have that meaning set forth in Recital C above.
"Pruneridge Vacation Area" shall have that meaning set forth in Section 6.1.
"Reznning" shall ha�Te that meaning set forth in Recital Q(2)of this Agreement.
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OAK��816-846b-9477 v12
"Second Extension" shall have that meaning set forth in Section 2.3 of this Agreement.
"Subsequent Agpravals" shall mean all land use approvals,entitlements,and permits
other than tlle Projecf Approvals that are necessary or desirable far the Project. In particulax,as
addressed in the EIR,the parties contemplate that Appie�Till seek certain approvals for Phase 2
of the Praject,including development permits,conditional use permits and other discretionary
and ministeriat perrnits and approvals in furtherance of the Project Approvals. The Subsequent
Approvals may also include,�vithout limitatian,the follo�nng: amendments of the Project
Appro�rals,design review approvals,including architectural site assessments,improvernent
agreements,use permits,grading permits,building permits,lot line adjustments,se��er and
�vater connection permits, certifica#es of occupancy, subdivision maps,pretiminary and final
development plans,re-subdivisions,and any amendmen#s ta,or repeal.ing of,any af the
foregaing. Subject to the limitafions set forth herein,the City retains discretion on site pIan and
architectural review for the Phase 1 parking struciure located on North Tantau Avenue and for
all of Phase 2. Except as otherwise provided in Section 8.7,Subsequent Approvals may not
change the Conditions of Approc�al previously approved,unless mutually agreed to in ��Triting
by City and Apple in ac�ordance�vith Section 9.1{a)hereof.
"Term" shall have that meaning set forth in Section 2.3 of this Agreement.
"Tax Consulting Agreement"shall have#hat meaning set forth in RecitaI R of this
Agreement.
"Tax Localization Plan"shall have that meaning set forth in Section 3.3�a)of this
Agreement.
"Traffic Signal Preemption Contribution" shall have that meaning set forth in Secfiion
3.9 of this Agreement.
"Transfer Agreement"shall have that nieaning set forth in Section 10.1(b)of this
Agreement.
ARTICLE 2 EFFECTIVE DATE TERM AND TERMINATIaN OF HP DEVELOPIVIENT
AGREEMENT.
Section 21 Effecti�re Date. This Agreement shall become effective as specified in
Recital L.
Section 2.2 Initial Term. 'The initial term of this Agreement shall commence upon the
Effective Date and expire on the sixth(6�'')anni�Jersary thereof("Initial Term"}.
Section 2.3 Extensions to Term. If Apple completes constructioi�of tµTa million four
hundred thousand(2,4Q0,000}square feet of new office and research and develapment space on
the Project Site after the Effective Date and prior to the expiration of the Initial Term,this
Agreement shall be autamatically extended for an additional six(6)years{the "First
10
OAK K4815-&ib5-9477 vl2
Extension"). If Apple fails to complete constructian of this new square faotage by the
expiration of the Initial Term, the Agreement will terminate. If the First Extension accurs and if
Apple completes constructian of three million(3,0OO,OQO)square feet of new�affice,research and
develapment,and amenity space from the Effective Date through the twelfth(12th)anniversary
tllereof,the Agreement shall be automatically extended for an additional eight{8)years{the
"Secand Extension"},for a total term of hventy(20)years from the Effecti�Te Date. As used
herein, "Term" nneans the Ix�itial Term and,i£applicable,the First Extension and Second
Extension. Apple shall not be obligated to pay a fee or charge far the automatic extensions to
the Initial Term. New square faotage means development of any ne�=office and research and
development space in the case af the First Extension,or any new office,research and
development and amenity space,in the case of the Second Extension,and,in both cases,
includes new space replacing all or a portion of the existing square foQtage in plare as of the
Effective Date and newT space in excess of such existing square footage. Far purpases of this
Section 2.3, "Completion" shall mean issuance ta Apple of a temporary or permanent
Certificate of Occupancy,which the City shall i�ot u.nreasonabIy�vithhald,or other reasanable
evidence of completion sufficient for the Project or portion thereof to be used for its intended
purpose. All time periods referenced in this Section(and any terminafion of the Agreement)
shali autamatically be tolled in the event of excusable dela�T as provided in Section 12.a belo�v.
Sectian 2.4 A��Ie Termination for Canvenience. Subject to the terms af this Sectian
2.4,at any time after the Initial Term,and for any reasan,Apple may termi.nate this Agzeement
by written natice ta Ci#y. The effective date af termination,which shall not be sooner than three
(3) months following the date of Apple's rtotice,shall be specified in the notice of termination.
Except as otherwise pravided in Sectifln 4.7 belo�n=cvith respect to City's obligation to return
sequestered Contributians funds to Apple if litigation prevents Apple from developing a
campus substantially consistent with the Project contemplated by th.is Agreement a.nd Project
Approvals,if,for any reason,Apple has not paid City the full amount of each of the
Contributions as of tlie date of such notice,Appie's termination notice shall be accompanied by
payment of the remaining balance of�uch unpaid Contributions. Su�h termination shall be
treated in the same manner as expiration of this Agreement at the end o€tl�e Term.
Section 2.5 Cit�y Terminatian In Event of Change in Use. If Apple and/or its
successor desire to use the Property for a purpose ather than a carporate campus,and provided
that such use is permitted under the Cupertino Municipal Code,the City may elect to terminate
this Agreement by�rritten notice to Apple. Such termination sl�all be treated in the same
manner as expiration of this Agreement at the end of the Term.
Section 2.6 HP Develo,�ment Agreement Cancellation. Apple agrees that as of the
Effective Date,that certain development agreement bet�veen Apple's predecessor-in-interest,
Hewlett-Packard Company,and tlze City dated No�rember b, 1995,appro��ed by City Council
Ordinance I��o. 1702,as amended,has been cancelled pursuant ta Go�jernment Code Section
65868 and is of no further force or effect.
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ARTICLE 3 QBLIGATIONS OF APPLE.
Section 3.1 Obligatians of A�ple Generallv. The parties ackno�rledge and agree that
the Cit�r`s agreement to perform and abide by the covenants and obligations set forth in this
Agreeznent is a material consideration for Apple's agreement to perform and abide by its long
term covenants and abligations,as set forth in this Agreement. T'he parties ackno�uledge that
many of Apple's long term obligations set forth in this Agreement are in addition to Apple's
agreement to perform all the mitigation measures identified in the MMRP and Canditions of
Approval.
Section 3.2 Affordable Hausin�CQntribution, As set forth in the EIR,Apple agrees
to pa�T the City an amount equal to hvo times the otherwise applicable City affardable housing
in-lieu fee for the 1\iorth Vallco Area("Af#ordable Housing Contribution") to fund the
devetopment of affordable housing in the City. The Affardable Housing Contribution will be
calculated on the increase in square footage of building space,including oEfice,research and
development and Campus Amenity Space,at the contemplated full build out of the Project
(including Phase 1 and Phase 2),o�Ter the square footage of buiIding space on the Property as o£
the Effecti�cre Date(i.e.,2,891,�Q0 sq. ft.},and shail be paid by Apple,in full,na later than th.irty-
one(31)days after the Effective Date.
Sectian 3.3 Tax I.ocalizatian Plan and Re�uirements.
(a) Apple shall require the incorporation of requirements substantially in the
form set f.orth in Exhibit DA-lc in its contracts with general cantractors performing v��ork at the
Praject Site,in connection with causing sales and use tax axiszng from purchases of materials,
fixtures or equipment for the Project tv be allocated to the City,ta the extent allotved by lav.�
(the "Tax Lacalization Plan"). Apple shall direct its general cantractors to comply v�Tith the Tax
Localization Plan. In order to monitor compliance with the Tax Localizafiion Plan, Apple shall
designate a representative for the purpose af semiannual re�Fiezv w�ith the City af relevant
documents and filings�vith the State Board of Equalization.
(b} SubjecE to the succeeding sentence, as hetwFeen Apple and Cit�J,Apple
shall be responsible far the administrative expenses incurred in connectian wit}�the Tax
Localization Plan. Subsequent to receipt by City of the first ten million dollars{$10,000,000}in
sales and use tax under the Tax Loealization Plan,Cit�=wii.l pay the actual administrative costs
incurred in connection��vit}�the Tax Lacalizatian Plan, up to an aggregate anlount of six
hundred thousand dollars(�;604,000). Such payments shail be made within t}airty{30} days,
follo�lTing Cit��'s receipt of invnices fram Apple, together�aTith reasonable supporting
documentation af the administrative costs.
Section 3.4 Construction Tax. Pursuant to CMC Chapter 3.32,Apple shall pa5�City,
on a per-square-foot basis,a one-time construcfion tax based on the gross buiiding area (as
defined in CMC Chapter 3.32.020) for industrial,office and commercial space constructed in
connectian wTith the Praject,exclusive of non-commercial parking lots. The applicable tax rate
12
OA K:�4$16-8�65-9477 t•12
as calculated by City shall be adjusted quarterly. Apple shall pay the construetion tax
applicable to the first 2.4 millian square feet of develapment no later than thirty-ane{31}days
af#er the Effective Date. If litigation is filed writhin applicable challenge periods ta fihe Project
Approvals,Apple may request by written notice to City that Cit�T sequester the initial
installmen#of construction tax in a segxegated interest bearing account and defer further
expenditure of such funds until the earlier of{1)the date on which such Iitigation is resolved in
a manner v�7hich aliows Apple to develop a can�pus substantially consistent tiTifih the Project
contemplated by this Agreement and the Project Approvals,and (2)the date on wh.ich Apple
commences mass grading of the Prapert}�in connection with de�jelopment of the Project. If
Apple has not commenced mass grading of the Property and the litigation is not resoltjed in a
manner t�=hich allo«rs Apple to develop a corporate campus substantially consistent�oTith the
Praject contemplated by this Agreement and the Praject Appro�,�als,then Apple may terminate
this Agreement and the Development Permit and consent to return of the Properi�r's zoning and
general plan land use designations to the zoning and general plan land use designations in
place immediately prior to appraval of the Project Approvals,and thereafter City shall
promptl3T refund the initial installrnent of the cons#ruction tax(and all other unexpended
Contributions),together�1�ith ali interest thereon,to Apple.
Section 3.5 Tax Consulting Agreement. Apple shall cause its��holly o���1ed
subsidiary,Baz lndustries,Inc.,a California corporation,the successor to ACT Holdings,Inc., ta
amer�d the Tax Consulting Agreement with the City to provide substantially as follflKrs: So long
as the Development Agreement remains in effect,and regardless of the reason for#ermination,
Sections 2(c), (dj and (e)shall be deleted and replaced with a new Sectian 2(c)reading: "If,for
any fiscal year during the term covered by this Agreement,netiv local tax revenue exceeds T��va
Hundred Rifty Thausand Dollars($250,Q00), then Consultant shall receive the sum of Sixty T�vo
T'housand�ive Hundred Dollars(�62,500}�lus an amount equal to thirt3r-five percent{35%) of
a11 such nev�I local tax revenue in excess of T��Ta Hundred Fifty Thousand DaIlars(�250,000}."
The Tax Cansu.lting Agreement shall also include provisions that require payments,refunds
and deposits into escroE�T so that the compensation paid by tlle City thereunder shall accurately
reflect the tax re�Tenues allocated to and retained b�r the City. Apple represents that it has not
entered into a tax consulting agreemen#,similar to the exisfing Tax Consulting Agreement,witiz
any other city andJar count�=in California, and Apple agrees not to do so during the Term of
this Agreement.The amendment to the Tax Consu.lting Agreement shall be effective no iater
than thirty-one (31) days after t��e expiratian of all applicable challenge periods to the Project
Appro�crals,without the fili.ng of litigatio�l. Apple will assist City at Apple's sole expense in
defending against an}�admini5trative proceedings instituted by the State Board of Equalization
relating to whether the City is the proper point-of-sale location.
Section 3.6 Glendenning Barn. Consistent wi#h IvIMRP mitigation CULT-1,Apple,at
its expense,�vill be respansible for(1}relocating the Glendenning Barn to a netaT location on the
Project Site acceptable ta the City or relocating Glendenning 8arn to a loeation nff the Project
Site to be designated by City, and t2}ensuring fihat tl�e relocated barn meets applicable State
historic building code requirements. Apple shall substantially complete such relacation�vork
prior to issuance of the first certificate of accupancy for buiiding space in the Project. If Apple
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OAK.;4826-8465-9477 v12
elects to relocate the Glendenning Barn off the Project Site,it shall notify the City af its electian
in writing within ninety(90)days after the Effective Date. In addition, if,and onl}T if, the
Glendenning Barn is relocated off the Project Site,Apple shall pay City Two Million Six
Hundred Forty Four Thousand and Thirty-Five Dallars($2,644,035) (the"Glendenning Barn
Relocation Con#ribu#ion"),��rhich represents the agreed upon costs of acquiring ar providing a
relocation site for the Glendenning Barn oil City-owned property,the cost of improvements to
the relocation site and the Glendenning Barn,the net present value of annuai maintenance
expenses, ai�d additional amounts for capital repair costs anticipated in years ten and tcventy.
Apple will pay such amount to City�vithin thirty(30} da�rs after receip#af City's�vritten
demand,whiclz may be given at any time following relocation of the Glendenning Barn;
pravided,however,if City opts to acquire a new=site for the Glendenning Barn rather than
lacate the Glendenning Barn on an existing City-o�vned site, then Apple will deposit up to
$1,000,000 of the Giendenning Barn Relocation Contribution in the esrrow established for Cify's
purrhase of such nev�T site so that the funds can be applied tov��ards the purchase price payable
by City at elosing,in which case the balance of the Glendenning Barn Relocation Contribution
�vill be payable by Apple following relocation of the Glendenning Baxn as provided above.
Section 3.7 Parl�land Contributian. In connection with Miiigation Nleasure PLAt�T-1
in the EIR,the parties agxee that the sum of Eight Million Two Hundred Seventy Thausand
Nine Hundred Ninety-Four pollars($8,270,994) (the "Park Land Contribution") constifiutes
sufficient funds to acquire 1.1 acres aE park land,irnprove it with park equipment and pravide a
maintenance and capital repiacements endo�vment for tc�renty(20}years. Apple wili pay the
Park Land Contribukion inta the City's Parks Fund,to be used exclusively for park purposes,
�vithin ninety(90)days after fihe Effective Da#e. As an alternative to the payment for acquisition
of the 1.1 acres for parkland and as contemplated by Nlitigatian Measure PLAN-1,Apple may
purchase,designate and dedicate to#he City,1.1 acres elsetarhere in the City as Parks and Open
Space,provided the land is publicly accessible and appropriate for public park use as
determined by City and other�Tise accepEable to City in its reasonabie discretion. If Apple elects
this apfiion,the Park Land Contribution will be reduced by the amaunt the parties have
designated as the portion of the aggregate payment reflecting the acquisition of park land{the
"Park L.and Acquisition AmounE")regardless of the actual amount Apple paid for the
designated parcel. If Apple acquires and conveys a suitable alternatitite park land site to City
after Apple has paid the Park Land Contribution,but before the City has itself entered into an
agreement to purchase a park land site,then City will refund tlle Park Land Acquisitian
tlrnount{less reasonable out-of-pocket amounts,if any,that City may have already committed
or expended in connectior��cvith site selection and acquisition activities,such as due diligence
revie�v, title revie�v,appraisals,and ei�vironmental im�estigations, and for��=hich Cit,y provides
reasonable documentationJ concurrently�vith Apple's transfer of title to the aiternative park
land site. To avoid incurring unnecessary and duplicative casts,if either party is in negotiations
or is otherKrise preparing to purchase an alternative park parcel,that part�j shall prompfily
notify the other party af thaf fact.
Sectian 3.8 Fiber O�tic Conduit Installation. Apple, at its expense,shall install an
additional separate fiber optic conduit along Wolfe Road betu=een the 280 Freeway and
14
OAK;4816-84b�-9437 vi�
Homestead Road,solely in order to accommodate City's usage. The fiber optic conduit shall be
installed in accardance wi#h plans and specificaiions approved by the Director of Public Works.
City shall be responsible for instailation and maintenance of fiber within the separate conduit.
Section 3.9 Traffic Signal Preem�tion Devices. In addition#o complying v,Tith
Mitigatic�n Measure PSU-1,Apple shall fund similar traffic signai preemption throughout the
City at a cost not to exceed Three Hundred T�venty Thousand Dollars(�320,000) (the "Traffic
Signal Preemptian Contributian"}. Apple shall pay amounts requested�i7ithin thirty(30} days
after receipt of City's invoice,accompanied by reasonable documentation supporting Cit�T's
installation of the signal preemption covered by the invoice.
Section 3.10 I-280 Trail Contribution. As pra�=ided b��Mitigation Measure PLAN-3 in
the EIR,Apple shall contribute Tzvo Hundred Fifty Thousand Dollars{$250,000) ta��ard the cast
o£a study of a bike andjor pedestrian path,including,potentially, a full Class I separate�trail
where righ#s-of-�vay are adequate,along tlie dxainage channel that runs parallel ta sauthbound
I-280 between North De Anza Boulevard and Calabazas�reek,and then sauth along the
�restern bank af Calabazes Creek tt�Vallco Park�n�ay(the"I-280 Trail Contributian"}. The I-28Q
Trail Contribution shall be paid no later than thirty-one(31) days after the Effective Date.
Section 3.11 Storm Drain Facilities Storm Drains and Runaff. This Agreement does
not affect Apple's ohligations to pa�T for or construct improvements in the storm drain system
required to implement the Praject,nor daes it affect Apple's obligatians to meet any applicable
federal,state and local discharge l.imits and requirements pertaining to storm drain facilities,
storm drains or runaff.
Section 3.12 Real Pro�erf�Acc�uisition. Any right-of-way vr property right necessary
for the completion c�f portions of the Project or the implementation of the MMRP or Conditions
of Approval will be Apple's responsibility. The Cit}=,at Apple's expense,shall obtain an
appraisal suitable for the purpose of government acquisitians. Apple shall then make diligent
and good faith efforts ta acquire all necessary properties. If any of the negotiations for any of
the acquisitions reach impasse,at Ciiy's request,Apple shall depasit with City the amount af
the fair market appraisal plus estimated soft acquisitian eosts and costs of proceeding,including
the costs of obtaining or seeking possession of the property, as CitSr reasonably determines. If
the actual costs of acquisition are greater than the deposit,Apple will provide additional funds
to Cit�f upo�l natice in ordex to pay all costs of acquisition. City may require that Apple make
periodic pa�Tments requested by City to cover casts. Any additional remaining deposit u,Till he
retu.rned to Apple upon conclusion of the acquisition. By entering into this Agreement,City
does not commit to exercising the power of eminent domain to acquire any property,and has
not made any decision or commitment in regard to exercisi.ng t11at poiver. Under Applicable
La�r and under th.is Agreement,the determination to proceed by�ti*ay of eminent damain to
acquire anp propert�r or interest in property is ri�ithin the sale and exclusi�=e authorit�T of the
City Council,and Cit�T has not�vaived or relinquished any of its poti�ers to solely decide
whether,z�Then,and on what terms it may consider, den�, appro�Te,or pursue acquisition by use
of the pawer of�minent domain.
1S
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Section 3.13 IVlitigations. Apple agrees to contribute to the costs of public facilities
and services in the amounts set farth in the I}e�=elopment Plan,Project Approvals,MMRP and
Conditions of Approval, as required to mitigate impacts of the de�relopment of the Praperty.
City and Apple recognize and agree that but for Apple's contributions to mitigate the impacts
arising as a result of the entitlements granted pursuant to this Agreement and the Praject
Approvals,City v.�ould not and cauld not approve the developm.ent of the Property as provided
by this Agreement and the Projec#Approvals. Cit�j`s approval of deiTelopment of the Pro�erty
is ir►reliance upon,and in considerafion of,Apple's agreement to make contributions to�Tard
the cost of puhlic imprut�ements and public services as provided to mitigate the impacts of
de�aelapmen#af the Property.
Section 3.14 Wolfe Road Trans�ortatian Studv. Within sixty(60) days after the
Effective Date,Apple shall pay the City One Million Dollars($1,000,000) ta fund a
#ransportation study of.Wolfe Raad bet��een Homestead a�td S#evens Creek. "I'l�e stud�r rnay
include,potentially: (1)physical improvements,including widening of the Wolfe Raad
o�*ercrossing at I-2$0 and associated interchange impravements which ma�f include a Caltrans
Project Study Report;(2)adaptive signal technotagy;(3)enhanced Transportatian System
Management(Transportafion Demand Management a�tions,and/or{4) other multi-modal
solutions. Subject to the outcome of the stud�r,the parties shall coaperate in gaad faith to
determine the scope of issues and funding options to implement the recommended
impravements andJor programs,including,patentially,a community facilities district pursuant
#o the Mello-Roos Community Facilities Act of 1982,a reimbursement agreement,a multi-party
funding agreernent or other similar mechariisms to fiznd implementation of the selected
impro�7ements and/or programs,if any. TlZe parties expressly acknativledge and agree tlla#the
City reserves full and complete discretian��ith respect to legally required findings that must be
made in cc�nnection with the abave study or funding mechanisrns. 1'��othing in this Agreement
�=ill prejudge or cammit the City regarding findings and determ.inations that tivould ltave ta be
made with respect to the study or funding mechanisms.
ARTICLE 4 OBLIGATIONS OF CITY.
Section 4.1 Obligations of Citv GenerallX. The parties ackno�vledge and agree that
Apple's agreement to perform and abide by its covenants and obligations set forth in this
Agreement,including Apple's decision ta process the Project in the City,is a material
considera#ion for City`s agreement to perform and abide by the long term covenants and
obligations of City,as set forth in this Agreement.
Secfiion 4.2 Protection af Rights. To the maximum extent permitted by Applicable
Lati�r,City shali take any and all actions as may be necessary or appropriate ta ensure that the
vested rights provided by this Agreement can be enjoyed b��Apple and to prevent an)�City
Law,as defined belo�v,fram invalidating or prevailing o�Ter all or an�T part of this Agreement.
City shall coaperate with Apple and shall undertake such actions,at Apple's expense, as may be
necessary to ensure this Agreement remains in full force and effect. City shall not support,
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adopt,ar enact any City Law,or take any other actian that would violate the express provisians
or intent of the Project Approvals or,when issued,the Subsequent Approvals.
Section 4.3 Develo�rnent Allocarions.
(a} New Office Space Develo�ment Allacations. Tn accordance uFith the
stated goals of the General Plan encouraging development of corporate headquarters that
pasitively contribute to the City's fiscal v��ell-being,and to establish a reasonable entitlement
basis enabling Apple to invest substan�ial resources in the Praperty,Cit�r assigns to the Properfiy
the Office Space Allocations currently available under the General Plan as set farth in
Exhibit DA-1d,atta�hed hereto and incorparated herein (the"GeneraI Plan Office 5pace
Development Aliaca#ians"}.
{b} Preservatian of Existing Office S�ace Develo�ment Allocations.
Notwithstanding the vacancy or demolition of any or all of the existing structures on the
Praperty,City confirms that the gross square footage of the buildings existing an the Propert3�
as of the Effecrive Date is and shail remain part of the Property's fully entitled existing office
space allocation{the "Existing f.�ffice Space Development Allocations"},which can be used for
realization of the Project.
(c) Office S�ace Allocation. The General Plan Of£ice Space I?evelopment
Ailocations and the Existing t�ffice Space De�jelopment Allocatians together comprise the
"Office Spafe Allocation." Office space in the ProJect that�rill be eounted as part of the Office
Space Allocation will be calcuIated as the gross affice area, including the building structuxe.
Excluded from the Office Space Allocation will be Campus Amenity Space identified in Section
4.3(d},below.
(d} Campus Amenit�=S�ace. In order to promote personal enrichnnent for
Apple's employees,enhance their health and�Tellness,and provide on-site amenities,thereby
substantially reducing the employees'vehicle trips,Cit3.=agrees that amenit�r space planned Eor
the Project�vill not be counted as part of the Office Space Allocafion. Such spaces shall include
exteriar bridges;portions of certain walkivays that connect buildings,cafeterias and cafes;
fii�less and wellness centers;and an auditarium ail as more particularl�T described in
Exhibit DA-le("Campus Amenity Space"}. Should Apple�vish to convert any Campus
Amenity Space#a office space ar other non-amenity space then Apple shall appiy for additional
office allocation space. City reser�Tes fuil discretion with respect to reeiewr and approval of any
proposed conversions. To the extent permitted by Applicable Law,and si�bject to Sectia�l
8.1Q(a)belotiT,applications to convert Campus Amenit3�Space shail be processed
administratively and approved by the Communii-��De��elopment Director.
(e) Preseruation of Existing Credits,Develo�ment Rights. i`TOh�vithstanding
the vacancy or demolition of any or aIl of the existing structures on the Properiy,Cit�confirms
that Apple can rely on City cooperating to take steps or make such determinatiozls as are
necessary to preserve and retain for Apple's henefit the existing development rights and credits
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enjo�=ed by or applicable to the Property,in particuIar,infrastructure allocations(including,but
not limited to,traffic,sewer,water and other service capacities or allocations)zvithin or
servicing the Property,to the extent such allocations fall solely within the City's jurisdiction.
Section 4.4 Ap,�le's Ri�ht to Rebuild. City agrees that Apple,in its sole discretion,
may renotTate or rebuild all or portions of the Praject during the Term of this Agreement shauld
it become necessary due to natural disaster,changes in seismic requirements,changes in
technology,or should the buildings located within the Project become functionally outdated.
Ho�Tever,an�r such renovation or rebuilding shaLl be subject to the square footage and height
li.mitations vested by this Agreement,and shall comply with the ProjecE Approvals,the building
codes existing at the time of such rebuilding or recanstruction,and the requirernents of CEQA.
Sectian 4.5 Design of On-Site and Off-Site Im�rovements. Except as otherwise
provided below,the City recogn.izes that the Project Approvals include final architectural and
site approvaIs for Phase 1 and that nv further architectural or design review shall be requixed
for the full build out of Phase 1. Apple acknowledges that architectural and site appra�Tals still
need to be abtained for the parking structure ta be located on I�TOrth Tantau Avenue.
Architectural and site approvals for the il�orth Tantau Avenue garage are Subsequent
Approvals and shall be subject to review and approval by City as provided in this Agreement.
Development of Phase 2 and certain off-site improvements shall be subjeck to fu1a1 architectural
and design revie�v by City in accorda�lce with Applicable Law. The Project Approvals,
including Canditions of Approval and all improvement plans prepared in accordance��th the
Conditians of Approval,shall govern the design and scope of all on-site and off-site
improvements benefiting,or to be constructed on the Property, including aIl street widths and
dedications. Except as otherwise expressly provided herein, the City shall nat impase
requirements or conditions upon Project development and construction that are inconsistent
with the Praject Approvals. Further,except as expressly provided herein, the City sha11 not
exercise discretian in determining vvhether or hotiT to grant Subsequent Approvals in a manner
that would prevent development of#he Project far the uses and to the rnaximum intensit}r of
development set forth in the Project Approvals.
Sectian 4.6 Develo�ment of the Site. In consideration for Cify entering into this
Agreement,Apple agrees to perform all of its obligations contained in this Agreernent in the
time and manner set fortll in the Project Approvals. I�?otwitllstanding any other provision in
this Agreement,Cit�T ackno��ledges that this Agreement does not obligate Apple to build the
Pro�ect or any companent of the Project.
Section 4.7 Sec�uestration of Contributions in the Ec�e�1t of Liti a� tion. City shall not
expeiad or comrnit to third parties any portion of the Contributions prior ta the date which is
sixty five{65)days after the Ef£ective Date. If li�igaEioia is filed��it�un applicable chalIenge
periods to the Project Approvals,Apple may request in ivriting that City sequester that portion
of the Contributiotls�svhich have not previously been expended ar committed to third parties in
a segregated interest bearing account and defer further expenditure of such funds until the
earlier of(1}the date on�vhich such litigation is resolved in a maruler which allo�vs Apple to
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develop a headquarters campus substantially consistent with the Project contemplated b�r this
Agr�ement and the Praject Appravals,and (2)the date an�vhich Apple commences mass
grading of the Property in.connectian with development of the Project. If Apple has nnt
commenced mass grading of the Property and the litigation is not resoltTed in a manner which
allows Apple to develop a corparate campus substantiaIly consistent v��ith the Project
contemplated by this Agreement and the Project Approvals,then Apple may terminate this
Agreement and the Development Permit and consent to return of the Propert}r's zoning and
general plan land use designatians to the zoning and general plan land use designation�in
place immediately prior ta the Effecti�7e Date,and thereafter City shall promptly refund the
Contributions,together�vith all interest thereon,to Apple.
ARTICLE 5 DEVELOPMENT FEES EXACTIONS AND DEDICATICJNS.
Section 5.1 De�7elo�ment Im�act Fees, Exactions and Dedications. Except as
otherwise expressl}l provided IZerein,during the Term,City shall have tl�e right to impose only
such Impact Fees,Exactions and dedications as City has adop#ed as of the Effectit=e Date of this
Agreement,including those set forth in the Project Appravals,including Conditions of
ApprotFal. For cont=enience af reference,the City Impact Fees in effect as of the Effecfi��e Date
are identified in Exhibit DA-1f attached hereto and incorporated herei.n. Any Impact Fees that
are in existence as af the EffectitTe Date but are inadvertentlp omitted from Exhibit DA-lf may
still be eharged. During the Term,the City may increase the existing City Impact Fee�but only
to reflect increases in cost of living expenses,as mea5ured by the cumulative Consumer Price
Index for AlI Urban Consumers("CPI-U"),as defined in Cupertino's CNIC Section 5.Q4.46Q(and
as reflected in the most recent report of consumer prices for the San�rancisca/Bay Area
Standard Metropolitan Statistical Area as published by the U.S.Department of Labor,Bureau
of Labor Statistics�. Except as other��ise expressly provided in this Agreement,during the
Term no other increases to Impac#�ees in existence an the Effective Date and na new City
Impact Fees or Exactians imposed after the Effective Date shall apply to the Project.
Section�.2 Cost Recoverv Fees. During the Term,Apple shall be responsible for t��e
costs to City of processing any land use approvals,includi�tg�svithou#limitatian,building
permits,plan checks,inspection fees,environmental studies required under CEQA and other
similar requests for City permits and Subsequent Appravals, at the rates in effect fram time to
time("Cosf Recovery Fees"). Cost Recavery Fees may be in.creased if the increase is applicable
cityuride and reflects the reasonable cost to City of performing the administrative processing or
other service for�vhich the particular Cost Reco��ery Fee is charged. Apple shall pay all
applicable Cost Recovery�ees,in effect from time to time at then applicable rates related to the
actual prouision of direct services to the Project. Cost RecQtjery�ees shall be due and payable
on a pllase-by-phase basis, so that onl��those fees applicable to the actual eonstruction of each
phase shall be paid upon the issuance of the applicable permits for that phase. If Apple
requests Ciiy to make additional,accelerated,or more frequent inspections than�7outd
otller�vise take place in City's ordinary course of business,then City may either hire additional
contract inspectors,plan checkers,engineers or planners or City may hire a full-or part-time
employee(s),subject to Apple's prior�7ritten approval. If Cit�r hires additional contractors or
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QAK�4816-&Ib5-9�77v12
consultants,then Apple shall reimburse City the reasonable cost of such additianal�ontractors
or consultants,plus an administrafiive and overhead charge of ten(10)percent. If City hires a
full or part-time emplayee(s},#hen App}e shalt reimburse City for a pro rata share of the total
cost of the emplo}ree{s),as agreed to by Apple in advance and in�vriting. This obligation shall
remain in effect for the Term of this Agreement.
Sectian 5.3 Retroactive Permits,Fees,and Fines. If and to the extent Apple or the
Property is subject to fees ox fines Ear retroactive permits or fees nr fines designed ta be puniti�re
in nature,Apple shall pay such fees or fines at the rates in effect at the time such fees or fines
are imposed, as long as those same fees,fines Qr retroactive permit charges are applicable City-
jvide and pa}rable by ot�ter de��elopers and builders under the same or similar circumstances.
Section 5.4 Connection�ees. During the Term,Apple shall pay all applicable
Connectian Fees at the rates in effect from time to time.
Section 5.5 Vesting Tentati��e Ma�. Apple has filed a Vesting Tentative Map.
Notwithstanding the provisians of the Subdivision Map Act,Apple agrees that the rights under
the Vesting Tentative Ivlap are vested as oE the Effective Date and alI provisions related to fees
shall be governed by ARTICLE 5 of this Agreement.
Secfion 5.6 Fees Im�osed b�Outside Agencies. During the Term,City agrees to
exclude Apple from any and all colieetion agreements regarding fees,including tiTithout
limitation deuelopment impact fees,which other public agencies request City to impose at
City's discretion on the Project or the Project Site after the EffectisTe Date. 1Vothing in this
Sectian 5.6 shal.l prohibit the City from imposing on Apple any rna.ndatory fee or obligation that
is imposed by a regional agency in accordance�ti�ith regional,state�r federal requirements and
impiemented by the City in cooperation in�ith such regional agency.
ARTICLE 6 VACATION t��PRUNERIDGE.
Section b.l Vacation of Pruneridge Auenue. As part of the Project Approvals, Cit�T
has determined to vacate that certain approximately 4.64 acre poriion of Pruneridge Avenue
identified in E�-tibit DA-1�a#tached hereto and incorporated herein(the"Pruneridge Vacation
Area"),in exchange for,and concurrent�vith,Appte's causing its tivholly�o�n�ned subsidiary,
CHI,to purchase the Cit��'s fee interest in the Pruneridge Vacation Area. The area to be vacated
and sold to CHI specifically excludes the area necessar}T to pr��ride continued public street
access to The Hamptons apartment complex. The parties shall cooperate ta implement the
street vacation.
Section 6.2 Purchase af Pruneridge Avenue. City's decision to vacate the Pruneridge
Vacation Area,subject to completing the zeiocation of all utilities and appurtenances�vithin the
roadivay area at Apple`s expense,c��as based on Apple agreeing to pay or causi.ng CHI to pay
City Tweniy'�hree Millian Eight Hundred Fourteen Thousand Tx�o Hundred Fifty-Seven
DaIlars($23,814,257)for the City's fee znterest and all appu.rtenances,irlcluding all public
easements and rights-of-way,in such property. The parties ackno�vledge that the purchase
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price for the Pruneridge ZTacation Area includes a substantial premium aver fair market value.
Apple`s obligation to cause CHI to purchase the Pruneridge Vacation Area upan campletion af
the�racation and relocatian af existing u#ilities and appurtenances is set forth in a separate
Pxuneridge�7acation Area purchase and sale agreement between Cify and CHI dated
I`�ovember 19,2013.
Section b.3 Street Closure. The street closure is contingent upon the substantial
relacation af all utilities within the Pruneridge Vacation Area,as reasonably determined by the
Directar of Public Works.
ARTICLE 7 COUPERATION—IMPLEMENTATION.
Section 7.1 Processing A�plica#ion for Subsec�uent A�rovals. City and Apple
anticipate that the Project�vill be implemented in accordance��ith the Project Approvals,
including the MMRP and the Conditions of Approval. The foregoing actions and other
necessary or convenient implementation actians shall not require an amendment to this
Agreen�ent. By certifying the EIR,and approving the General Plan Amendrrtents and ather
' Project Approvals,the City has made a #inal policy decision that the Project is in the best
interests of the public health,safety and general�velfare, Accordingly, the City shall not use its
discretionary authority in considering any application for a Subsequent Approval to change the
policy decisions reflected by the Project Approvals or otherwise ta prevent or delay
development nf the Project as set forth in the Project Approvals. Instead,the Subsequent
Approvals shall be deemed#o be tools to implement those final palicy decisians and shali be
issued by City so Iong as they camply with this Agreement and Applicable I.aw and are not
inconsistent with the Project Approvals as set forth above.
Apple acknowledges that Applicable Law,the Project Appro�c=als and this
Agreement contemplate further City review af elements or partions of the Project,such as
architechxral and site review of the Phase 1 paxking garage on I�TOrth Tantau Avenue and all of
Phase 2,including potentiai supplemental CEQA compliance,if required. Nothing in this
Agreement shall be deemed to lirnit City's legal authori.ty�>>ith respect ta these reviews as
}arovided by and atherwise cansistent with this Agreement. In no event shall sudl further
review by City revisit�he Conditians of Approval, or#he Project Approvals or be c�nditioned
on or require any change in the Project except as QtherFVise provided in the Project Approva.ls or
this Agreement or as other��r'tse required by Applicable Law.
Section 7.2 Timely Submittals By A�ple. Apple acknowledges that City cannat
expedite pracessing Subsequent Approvals until Apple submits complete applications on a
timely basis. Apple shall use its best efforts to: {l}provide to City in a timel�T manner any and
all documents, applications,plans,and other information necessary for City to carry out its
o�ligations hereunder;and(2)cause Apple's planners,engineers,and all other consultants to
provide to City in a timely manner alt suc11 documents,applicatians,plans and q�her necessary
required materials. It is the express intent af Apple and Cit�r to cooperate and dil.ige��tly work
to obtain any and a115ubsequent Approvals.
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Sectian 7.3 TimeIv Processing B��Citv. Upon Apple's submission of all appropriate
applications ar►d Cast Recovery Fees for any Subsequent Approval,City shali promptly and
diiigently commence and complete all steps necessary to act nn the Subsequent Approval
application including„without limitation: (1)praviding at Apple's request and sale expense,
outside build'ang cansultants to review pians or otherv�rise assist City's efforts to expedite City
processing and approval v+�ork(Apple shalt pay for these autside cansultant costs at cost plus
1�%for administrati�Te costs incurred); (2) if legally required,providing natice anci holding
public hearings;and(3}acting on any such Subsequent Approval applicat'rons.
Sectian 7.4 S�ecific Subsec�uent A�rotTals. The parties ackno���ledge that Apple has
not filed approyriately detailed plans in order far the City to act an certain Subsequent
Approvals as of the Effective Date,including,among others,site plan and architectural review
of the Phase 1 parking garage on North Tantau Avenue and development permits and
conditional use permits that may be necessary for develapmenf of the Phase Z buildings and
improvements. In addition tv the other general coE�enanfis concerning processing of Subsequent
Approvals se#forth in this Agreement,City shall,to the maximum extent permitted by
Applicable Laur,promptly and diligently commence a.nd compiete all steps (including noticing
and public hearings)necessary to act on these conten�plated Subsequent Approval applications.
Section 7.5 Other Government Permits. At Appte's soie discretion and in accordance
with Apple's constructzon schedule,Apple shall apply for such other permits and approvals as
may be required by other governmental or quasi-governmental entities in connection cvith the
develapment af,or the provision of services to,the Project. City shall coaperafie with Apple in
Apple's efforts to obtain such permits and approvals and shalt,from time to time at Apple's
request and at Apple's expense,use its best efforts to enter into binding agreements wifih any
such entity as may be necessary to ensur�the timely a��ailability of such permits and approvals.
Section 7.6 Coo�eration with Public Seri�ices. To the maxinnum extent permitted by
Applicable La�v and consistent with its authority,City,at Apple's expense,shall caoperate and
assist Apple in Apple's ef€orts to reserve capacity for secver and�vater services fronl other third
part�r governmental entities.
ARTICLE 8 STANDARDS,LAWS AND PROCEDURES GOVERNING THE PR(3JECT.
Sectian 8.1 Vested Right#o Decelop. Subject to the fulfillment of the terms and
obligations of this Agreemen#,for the Term of this Agreement Apple shall have a vested right to
develop the Praject or�the Project Site in accordance�vith the Project Approvals and the terms
and conditians of this Agreement. I��othing in this Sectzon shal.l be deemed ta eiirninate or
diminish Apple's obligation to obtain any required Subsequent Approvals.
Section 8.2 Permitted Uses Vested by_Tl�is Agreement. The permitted uses of the
Project�ite;the density and intensity of use af the Project Site;the maximum height, bulk and
size of proposed buildings;provisions far reservation or dedication of land far public purposes
and the location of public imprauements;the general Iocation of public utilities;and nther terms
22
OAK n4816 8465-9477 vi2
and conditions of deveiopment applicable to the Project, shall be as set farth in the Project
Approvais and,as and when they are issued (but not in limitation of any right to develop as set
forth in the Project Approvals),the Subsequent Approvals. Tf1e permitted uses far the Project
are those specified in the Projert Approvals and CMC 5ection 19.72.030,
Section 8.3 Intentionally Omitted.
Sectior�$.4 State and Local Building Standards. Except as otherv�Tise provided herein
or as may be required by Applicable La�v, the City shall apply to Phase 1 of. the Project,alI State
and local building standards and City's design and construction standards for road and storm
drain facilities, in effect on the Effecti��e Date. For Phase 2 and off-sate iznpravements,the Cit3�
may apply any updated and adopted State and local building standards in effect at the fime the
Phase 2 perm.it or off-site improvement applications,as applicable,are substantially complete
and submitted for plan review to the City Building Department,prouided any such standards
have been adopted and uniformly applied by City on a city�Tide basis and provided further that
no such s#anda.rds are adopted for the purpuse of preventing, frustrating or other��rise limiting
construction of all or any part of the Project.
Section 8.5 No Confl.icting Enactments. City shall not impose on the Project(whether
by actian of the City Cou.ncil or by initiative,referendum or other means) any ordinance,
resolution,rule,regulation,standard, directive,condition or other measure(each individually,a
"City Law"�tllat is in con.flict ivith Applicable Law or this Agreement or that reduces the
development rights or assurances provided by this Agreement. Notwithstanding the preceding
sentence,Apple may consent in its sole discretion and in writing to any new City La�v. Without
limiting the generality of the abo�=e,any Cit�y La�v shalI be deemed to conflict with Applicable
Latv or this Agreement or reduce the development rights provided hereb}T if it would result in
any of the foilov�=ing,either by specific reference to the Project or as part of a general enactmen#
which applies to or affects the Project:
(a) Change any land use designation ar permitted use af the Project Site;
{b) Limit or control the availabilit�T of public utiiities, services or facilities or
any privileges ar rights to public utilities,services,or facilities(for example,v�Tater rights,water
eonnections or sewage capacity rights,sewer connections and the like)far the Project,provided,
holaTever,nothing}Zerein shall be deemed to exemp�the Project or the Project 5ite from any
Cit}T-��ride ar regionai water use rationing requirements that may be imposed from tiine ta time
in the futu.re,
(c) Limit ar control the location of buildings,structures, grading,or other
improvements comprising the Project in a manner that is in�onsistent�vith or more restrictiiTe
than the limitatians included.in the Project Approvals or fihe Subsequent Approvals(as and
cvhen they are issued);
{d) Limit or control the rate,timing,phasing or sequencing of the apprr�val,
decretopment or construction of all or any part of the Project in any manner;
23
a�x�4si�-��s-9�����z
{e) Apply to the Projec#any City Lacv othertvise allowed by�his Agreement
t11at is not uniformly applied on a City-ivide basis to all substantially similar types of
development projects and project sites;
{� Resuit in Apple having to substantially delay construction of the Project
or require the issuance of additionaI permits or approti=als by the City other t}�an those required
by Applicable Law;
(g) Substantiaily increase the cost of constructing or developing the Project or
any portion thereof,unless failure to impose such res#rictions would place the employees and
�Torkers at the Project or the immediate comnlunity in a condition dangerous to their health or
safe�y;
{h) Impose against the Praject any dedication or Exaction not specifically
authorized by this Agreement,the Project Approvals ar Applicable Law;or
(i) Limit the processing or procuring of applications and approvals of
Subsequent Appravais.
Section 8.b Inifiatives and Referenda.
(a} If any City Law is enacted or imposed by initiative or referendum,or by
the City Council directly or i�directly in connection with any propased initiatiue ar referendum,
which City Law�vould conflict with Applicable Law or this Agreement or reduce the
development rights provided by tlus Agreement and the Project Approvals,such City Law shall
not apply to the Project.
(b) Without limiting the generality of any of the above,no City maratorium
or ather linlitation(�vhether relating to the rate,timing,phasing ar sequencing of development)
affecting subdivision maps,building permits or other entitiements to use that are approved or
to be appro�=ed,issued or granted�vithin the City,or partions of the Cit-�T,shall appIy to the
Project.
(c) To the m�ximum extent permitted by Applicable La��r,Cifiy shall
endeavor ta pre�rent any City Law fram invalidating or prevailing over all ar an}T part af this
Agreement,and City shall cooperate with Apple and shall undertake such actions,at Apple's
expense,as may be necessary to ensure this Agreement remains in full force and effect.
(d) City,except to submit to vote of khe electorate initiatiiTes and referendums
reqtiired by Applfcable L:a«� ta be placed oi1 a l�allot,shali not support, adopt or enact an}�City
La�v,or take an}r othex action that wTould violate the express pro�,7isions or spirit and intent of
this Agreement,the Project Approvals or,tvhen issued,the Subsequent Approvals.
24
OAK r4£31b-&�b5-44�9 vi2
(e) Apple reserves the right ta chatlenge in court any City Law that«ould
conflict with Applicable Law or this Agreement or reduce the development rights provided by
this Agreement.
Section 8.7 Envi.ron.mentai Review. The part�es understand that the EIR���as
intended to be used in connection ivith each of the 1'roject ApprovaIs and Suhsequent
Approvals r►eeded for the Project. Consistent wzth the CEQA policies and requirements
applicable to the EIR,City agrees to use the EIR in connection with tl�e j�rocessing;of any
Subsequent Appravals to the maximum extent aIlowed by Applicable Law and not ta impose
ari the Project any mitigatian measures or other conditions of approval other than those
specifi�ally imposed by the Praject Approvals,inciuding the Canditions of Approval and the
M.MRP. In addition, to the extent consistent Krith CEQA's policies and requirements applicable
to tiered EIR's, City agrees to use the EIR in connection with the processing of Subsequent
Approvals ta the extent allowed by Applicable Law. Notv��ithstanding the foregoing,the parties
ackno��vledge that certain Subsequent Appro�rals maSr legally require additional analysis under
CEQA. For example, a change in the Project could require additional a�lalysis under CEQA if
the triggering conditions identified in CEQA Guidelines section 151b2 are met. In the event
supplemental or additional CEQA revie�r is required for a Subsequent Approval,City shall
limit such supplementai or additional CEQA review to the scope of analy�sis mandated by
CEQA in light af the scope of City`s discretion to be exercised in connection with the
Subsequent Approvais. Apple ackno�vledges that,if the City determines based upan
supplemental or additional CEQA review that the Project wilI result in nev�r significant effects or
substaniially increase the severity of effects that vvere ider�tified in the EFR,City may require
additional feasible mitigation measures necessary to mitigate such impacts. In the e�rent further
mitigatian measures are identified by such additianal environmental review,City nnay require,
and Apple shall comply at its expense v,rith,all feasible mitigation measures necessary ta
substantiall�j lessen new or substantially more severe si�ificant environmental impacts of the
Project,which vvere not foreseen at the time of exeeution of this Agreement.
Section 8.8 Life of Subdivisian Ma�s,Develo�ment Av�rovals, and Permits. The
term of any subdivision map or any other map,perm.it,or other land use entitlement approved
as a Project Appro�ral or Subsequent Approval shall automatically be extended for the langer af
the Term of this Agreement{including any extensions) or the term otherwise applicable to such
Project Approval or Subsequent Approval if this Agreement is na longer in effect.
Section 8.9 State and�ederal Law. As provided in California Gavernment Code
;6�869.5,this Agreement shall not preclude the application to the Project of changes in la�vs,
regula�ions, plans or policies,to the extent that such changes are specificall��mandated and
required b�r changes in state or federal la��s or regulations("Changes in the Law"). In the
event Changes in the La�v prevent or preclude compliance with one or more provisions of this
Agreement,such pravisions of the Agreement shall be modified or suspended,or performance
thereof delayed, as may be necessary to comply��vith Changes in tl�e Law,and City and A:pple
shall take such action as may be required pursuant to this Agreement incIuding,��vithout
limitativn,ARTICLE 7(Coo�eration-Implementation)and Section 12:5(Excusable Dela�rs;
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Extension of Tirne af Perfarmance). Nothing in this Agreem�nt shail preclude Cit�r from
imposing on Apple any fee specifically mandated and required by regional,state or federal
la�vs and regulations,
Section 8.10 Citv`s Reservations of Authorit��. The parties acknowledge and agree that
City is restricted in its authority to limit its police power by contract and that the limitations,
reservations and exceptions contained in this Agreement are intended to reserve to City all af its
police po�ver which cannot be so limited by Applicable Lav�T. Nof�vithstanding any other
provision of this Agreement to the contrary,the follo�ving regulations and provisians shall
apply ta the development of the Property:
(a} Pracedural regulations relating to hearing bodies,petifians,applications,
notices,records,hearings,reports,recommendations,appeals and any ather matter of
procedure,provided such procedures are uniformly applied on a City-�vide basis to alI
substantially sirnilar types of detrelopment projects and properties.
(b) Except as otherwise provided in Section 8.4,those State and local
buiiding stand.ards go��erning construction staz�dards and specifications,including building,
plvmbing,mechanical,electrical,tire and grading requirements,and ali otl�er uniform
construction codes then applicahle in City at the time of permit applicatian,including design
and construction standards for road and storm drain facilities.
{c) City Laws which may be in conflict with this Agreement or the Project
Appro�rals but which are necessary to protect persons or property from dangerous or
hazardous conditions which create a substantial and demonstrable threat to the public 1lealth or
safety of residents ar users of the Property and the affected surrounding region,hased on
findings by the City Cauncil identifying the dangerous ar hazardoas conditians requiri.ng such
changes in the law and ho�v such changes would alle��iate the dangerous or hazardous
condition("Exempt City Laws"}.
{d) City La��s applicable to the Property,�vhich do not conflict�rith this
Agreernent or the Project Approvals.
Section 8.11 Timing of Pro�ect Construction and Com�letion.
(a} Noi-tiTithstanding any provision of this Agreement to the contrary,City
and Apple ex�ressly agree tllat there is no requirernent that Apple initzate ar complete
de�lelopment of the Project or any particular phase of the Project within an�T particular period of
time,and City shall not impose such a requirement on an}T Project Approval or Subsequent
Approval. T'he parties acknowledge that Apple cannot,at this iime,predict KThen or the rate at
F��hicil or the order in�vhich phases will be dei�eloped. Such decisions dej�end upon numerous
factors that are not w�ithin Apple's control.
(b) In light of the abo�re,the parties agree that Apple s11all be able ta de�TeIop
in accordance�Tith Apple's own time schedule as such schedule rnay exist from time to time,
26
QAK�4&1&-fi�fi5-9473�r12
and App1e shall determine�vilic��part of#he Project Site to develop first,and at Apple's chosen
schedule. In particular,and naf in limitation of any of the above,the parties desire ta avoid the
holding of the California Suprerne Court in Pardee Construction Co. z�. City of C�rrnnri��o,37 Ca1.3d
465 (198�}. In that case,the Court held that the parties'failure to consider and expressly
pravide for the timing of deuelopment resulted in a later-adopted init�ative restricfing the
timing of deveiopment. Accardingly,the parties expressly ackno��ledge that Apple shall have
t}�e right to develop the Project in such order and at such rate and at such times as Apple deems
appropriate�Ti#hi.n the exercise of its subjecti��e business judgn�ent.
Section 8.12 A�ple is an Inde�endent Canfiractor. Apple is not an agent or employee
of City,but is an independent contractar«�ith full rights fio manage its employees subject#a
Applicable Law. All persons emplo��ed or utilized by Apple in cannection�irith this Agreement
are emplayees or contractors of Apple and shall not be considered emplo��ees of City in any
respect.
ARTICLE 9 AMENDMENT.
Section 9.1 Praject Ap�roval Amenciments. To the extent permitted by Applicable
Law,any Project Ap�rovals or Subsequent Approvals ma��,frorn time ta time,be amended or
modified in the following manner:
(a) Administrative Project Amendments. Upon Apple's written request far
an amendment or modification to a Project Approval or Subsequent Approval,the Commu.nity
Development Director or h.isJher designee shall determine: (1}tvhether the requested
amendment or mndification is minor when considered in light of the Project as a whole;and
(2�u�hether the requested amendment ar modification is cansistent with this Agreement and
Applicable La�v. If the Community Development Director or his/her designee finds that the
proposed amendment or modification is minor, consistent��ith this Agreement and Applicable
La`v,and �,�vill result in no ne�v signifieant impacts not addressed and mitigated by#he MMRP
or Conditions of Approval,the amendment shall be determined to be an "AdministraEive
Praject Amendment" and tlle Connmunity Develapment Director or hisJher designee ma}=,
except to the extent othenvise required by Applicable La�v, approtle such amendment. U�on
approval,any Administrative Project Amendment shall be automatically incorporated into and
vested as part of this Agreennent. Subject to Section 8.10(a)belo�v,lot line adjuskments,
reductions in the density, intensit�T,scale or scope of the Project,minor changes in land uses
involving minimal acreage,min�r alteraEions in vehicle circulation patterns ar��ehicle access
points,minor changes in the amount af parking and parking layaut, changes in trail alignments,
substitutions of comparable landscaping for any landscaping sho�n=n an any final de�=elopment
plan or landscape plan,��ariations in the location of structures that do not substantially aiter the
design concepts of the Project,variations in the loca#ion or installation of utilities and other
infrastructure connections or facilities that do not substantially aiter the design concepts of the
Project,and minor adjustments to the Project Site diagram or Project Site legal description shall
be treated as Administrative Project Amendments.
27
OAK r487 b-8�65-9477 412
(b} Non-Administrative Project Amendments. Any request by Apple for an
amendment or modification to a I�roject Approual or Subsequent ApprovaI which is determined
not to be an Administrative Project Amendment as set farth above shall be subject to revietiv,
consideration and action pursuant to Applicable Law and this Agreement.
Section 9.2 Amendment o#this Agreement. This Agreement may be amended from
time to time,in whole or in part,by mutual written consent af the parties or their successors in
interest,as folloc�Ts:
(a) Admin.istrative Ag_reement Amendments. Any amendntent to this
Agreement which daes nat substantially affect: {l)the Term of this Agxeemen#;{2) perrnitted
uses of the PrQjec#Site,(3} pro�risions for the reservation or dedication of land;(4)conditio�s,
terms,restrictions or requirements for subsequent discretionary ackions;(5}the density or
intensity of use of the Praject Site or the maximum height or size of proposed bu.ildings;or
(b)monetary cantributions b3r Apple shall be considered an"Administrative Agreemen#
Amendment,"and the Community Development Director or his or her designee ma�J,except to
the extent otherwise required by Applicable La�v,approve the Administrafi�Te Agreement
Amendment without natice and public hearing.
(b) Amendment Exem�tions. No Subsequent Approval,nor any amendment
af a Project Approval or Subsequent Appro�jal,shall require an amendment to this Agreement,
unless a material term of this Agreement is changed by the Approval or Subsequent Approval.
Instead,any such matter automatically shall be deemed to be incorporated inta the Project and
vested under this Agreement.
ARTICLE 10 ASSIGNMENT CtJVENANTS FORECLOSURE AND NQTICE.
Section 10.1 Assignment.
(a) Except as otherwise expressly prauided helow,neither party shall
con�rey,assign or transfer any of its interests,rights or obligatiores under this Agreement
without the prior written Consent of the ather party,which consent shall not be unreasanably
withheld or delayed. Failure by City to respond within sixty(60}days to a.ny request made by
Apple for such consent shall be deemed to be City's approval of the transfer in question,
provided Apple has clearl}�indicated in its�cvritten request to City that City's failure to respond
tivith.in sueh time period��Till be deemed approval of the request. Ap�le may assign its rights
under this Agreement tc�entities controlling,controlled by or under common control�vith
Apple Ine.ti�Tithout City's consent;provided,h�ivever,any sucl�assignment ta an Apple Inc.
affiliate shall he subject to continued compliance with all of Apple's obligations under this
Agreement,including Section 3.5. Assignments to entities v�=hich are not affiliates of Apple Inc.
shall be subject to review and approval by City in its reasonable discretion. In addition to any
other reasonable basis,City may��ithhald its consent upon a determination that the praposed
assignee has insufficient assets or financial ability ta�omplete or manage the Project or carry
out arly of the obligatians under this Agreement. Such determination shall be made bjr the
28
OAK=4S16-S4b5-9477�•12
Community Detirelopment Director,and is appealable by Apple to the City Council. Each
approved successor-in-interest to Apple shall be bound by all of�he terms and provisions of this
Agreement applicable to that portian of the Praperty acquired by it. Subject to the preceding
sentence,this Agreement shall be binding upon and inure to the benefit of the parties`
successors, assigns and legal representative�. The terms of this Section 10.1 shall not restrict,
preti�ent or atherv►�ise affeet Apple's ability tt�lease,sell ar convey interests in the Propert�r.
(b) In connection w�ith the transfer or assignment by Apple of all ar any
portian of the Projecfi Site or its rights and obl.igations under this Agreement{other than a
transfer or assignment by Apple ta a "Mortgagee" (as defined in Section 14.1)},Apple and the
transferee shall enter znto a written agreement(a "Transfer Agreement")regarding the
respective interests,rights and obligations of Apple and the transferee in and under tlZis
Agreement, the Praject Approvals,and the Subsequent Approvals. Such Transfer Agreement
may: (1)release Apple and CHI from obligatians under the Agreement,the Project Approvals,
or the Su:bsequent Approvals that pertain to that portion of the Project being transferred,as
described in the Transfer Agreement,pravided that the transferee expressiy assumes such
obligatians,(2)txan$fer to the transf.eree vested rights to improve that portion of the Project
being transferred;and(3)address any o#her matter deemed by Apple or City to he reasonably
necessary or apprc�priate in connection vvith the transfer or assignment. Each Transfer
Agreement shall be in a form reasonably acceptable to the City and shall be recorded in the
Official Records of Santa Clara County.
(c} Any Transfer Agreement shall be binding on Apple,City and the
transferee. Upon recordation of any Transfer Agreement in the Official Records of Santa Clara
County,Apple and CHI shall automatically be released from those obligations assumed by the
transferee therein.
(d) Apple and CHI shall be free frorn any and alI liabilities accruing an or
after the date of any assigr►ment or transfer with respect to those obl.igafiions assumed by a
transferee pursuant to a Transfer Agreement. i�To breach or default hereunder by any person
succeeding to any poriion of Apple's obligations under this Agreement shall be attributed to
Appte or CHI,nor may Apple's rights hereunder�vith respect to the balance of the Properfy t11at
is not subject to the assignment or transfer be canceled or diminished in any way by an}�breach
or default by any such person.
Section 10.2 Couenants Run Wi�h The Land. The terms of. this Agreement,the
Rezaning,the General Plan Amendments,and tl�is Develapment Agreement are legislative in
nature, and apply to the Property as regulatory ordi.nances. All of the provisions,agreements,
rights,po�nters, standards, terms,co�c�enants and abligations contained in this Agreement shali
run ti�Tith the land and shaIl be binding upon the parties and their respective heirs,successors
(b�T merger, consolidation or otherwise}and assigns, devisees,administrators,representatives,
lessees aiad all other persons c�r entities acquiring the Property,an��lat,parcel or any portion
thereof and any interest therein,v�*hether by sale,operatian af la�v or ather manner, and shall
iilure to the benefit af the parties and their respective successars.
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OAK�'481b-846�-9477 v12
Section 10.3 Foreclosure. Nothing contained 'u1 this ARTICLE 10 shall prevent a
Transfer of the Property,or any portion therecrf,to a lender as a result of a foreclosure or deed
in lieu of foreclosure,and any lender acquiring the Propert}r,or any portion thereof,as a result
of foreclosure or a deed in lieu af foreclosure sl�all take such Property subject ta the rights and
obligations of Apple under this Agreement;provided,ho�Tever,in no event shall such lender be
Iiable far any defaults or monetary obligations of App}e arising prior to acquisition o£title ta the
Property by such 2ender,and provided further,in no event shall any such lencier or its
successors or assi�ms be entitled to a building permit ar occupancy certificate until all fees due
under this Agreernent{relating to the portion of the Property acquired by such lender)have
been paid to City.
Sectian 10.4 Sale or Lease of a Portion of the Project Site ar Tndividual Parcels. Apple
may not sell or lease the parking lot parcels,or the fiMess center,or auditorium parcels
separately from the main building without prior v��ritten approval of the�ity as these parcels
contain required parking for the main building parcel or do not meet all Cit��requirements for a
standalone parcel.
Section 10.5 Notice of Com�liance Generall�. Within forty-fiiTe(45) days follaiaiing
any��ritten reques#�vhich Apple may make from time to time,City sl�ati execute and deliver to
Apple (or to any parky requested by Apple)a v�rritten "Ititatice of Compliance," in recordable
form,duly executed and acknawledged by City,that certifies:
(a} This Agreement is unmodified and in full farce and effect,or it there have
been modifications hereto,that this Agreement is in full force and effect as modified and stating
the date and nature of such modifications;
(b} There are no current uncured defaults under this Agreement or
speci€ying t��e dates and nature of any such default;
{c) The failure to deliver such a statement v.rithin such time,unless parties
have agreed to a reasonable extension of time to respand,shall constittzte a conclusive
presumption against City that this Agreement is in full force and effect without madificatian
except as may be represented by Apple and that there axe no uncured defaults i.n the
performance of Appie,except as may be represented by�Apple;pro�Tided Appie IZas cEearly
indicated in its�vritten request for such statement that City's faiiuxe to respond�Tithin such
time period c��ill be deerrted City's admission�r�ith respect to the matters set forth abotTe. Apple
shall ha��e t11e right,at Apple's sole discretion,to record the ltilotice of Compliance. Apple�hall
cas�er all reasonable City costs related to responding to tlle request for a i�otice of Com�liance,
Fvithin thirty(30}days after Apple's receipt of in�roices from Cit��,together with reasonable
supporfiing documentation.
3Q
oAK�asi6�:��s-s��1�iz
ARTICLE 11 COOPERATION IN'I`HE EVENT OF LEGAL CHALLEI�tGE.
Section 11.1 Coo�eratian.
{a) If any administrative,legal or equitable action or other proceeding
instituted by any person not a party ta this Agreernent challenges the validity of the EIR,any=
provision of the Agreernent or any Project ApprovaI or Sut�sequent Approv�l, the parties sha11
cooperate in defending such actian or proceeding. The parties shall use best effarts to select
mutualiy agreeable legal counsel to defend such action,and Apple shall pay all compensation
for such legal counsel,followi.ng Apple's receipt of invoices fram City,together with reasonable
supporting documentation. Such compensatian shall include reasonable compensation paid to
caunsel not othervti�ise employed as City staff and shall also include Ci#y Attorney time and
overhead costs and other City staff overhead costs and any costs directly related to the litigation
reasonably incurred by Cit�T. If Apple and the City cannot in goad faith agree on jaint counsel,
the City shail have the right to retain counsel af its own chaosing,separa#e from Apple's
titigation counsel. Apple shall pay all reasonable fees and costs incurred by Cit��'s counsel in
the defense of the litigation,�jithin khiriy(30} days follawing Ci�='s titilritten demand therefor,
which may be made from time to tirne during the course of such litigation. Appie shall
indemni€y,defend,and hold harmiess City, its elective and appointive boards,commissions,
o#ficers,agents, and employees(the"Indemnified Parties") Eram and against any damages,
attorneys'fees or cast awards,including attorne��s'fees aFVarded under Code af Civil Procedure
section 1Q21.5, assessed or awarded against City by�vay of judgment,settlement,or stipulation.
To the extent any proposed settlement of a litigation challenge require�the City's coaperation
or any amendmenk of this Agreement or any Project Approval, then such settlement s11a11 be
subject to City`s approval not ta be u.nreasonably withheld,conditioned or delayed. If the terms
of the prapased settlemenE would constitute an amendment or modification of this Agreement
or any Project ApprotiTals,the settlement shall not become effecfive unless such amendment or
modification is approved by Cify in accordance��ith Applicable Law,and City reser�cTes its full
legislative discretion with respect thereto. If Apple opts not to contest or defend such litigation
challenge,City sl�all have no obligation to do sa.
{b) The parties agree that this ART'iCLE 11 shall constitute a separa#e
agreement entered into concurrentl�r,and that if any otller provisian of this Agreement,or the
Agreement as a�4rhole,is invaiidated,rendered null,or set aside by a court of competent
jurisdiction,the parties agree to be bound b}r the terms of this ARTICLE 11,which shall surviti=e
such invalidation,nuIlification or setting aside or other expiration ar termination o�this
Agreement.
Section ll.2 Cure:Prea��roval.
(a) If, as a result of any administrative,legal or equitable action or other
proceeding as described in ARTICLE 11,all or any partion of this Agreement,Project
Approvals,or Subsequent Appro�Jals are set aside or other�vise made ineffective b�r any
judgment(a "Judgment") in such action or proceedi.ng based on procedural,substantive or
31
(7AIf Y�Sib-8965-9�?7 vi2
other deficienries{collectitirely, the"Deficiencies"),the parties agree to use their respective best
e£forts to sustain and reenact or readopt this Agreement,Project Approvals,and/ar Subsequent
Approvals that the Deficiencies related to,as follak�s,unless the parties mufually agree in
v�7riting to act otherwise:
(i) If any Judgment requires xeconsideration or cansideration b}=City
of this Agreement,a Project Appro��al,or a Subsequent Appro�7a1,then the City shall consider
or reconsider that matter in a manner cansistent�n7ith the intent of this Agreement,to the extent
permit#ed by the Judgment, If any such Judgment imJalidates or otherwise makes ineffective all
or any portion of this Agreement,a Project Agproval,or a Subsequent Approval,then the
parties shall cooperate and shall cure any Deficiencies identified in the Judgment ar upon�a.�hich
the judgment is based in a manner ronsistent with the intent�f this Agr�ement. City shall then
readopt or reenact this Agreement,Praject Approval, Subsequent Appraual,or any portion of
the same, to whiclt tlle Deficiencies related.
(ii) Acting in a manner consistent v��ith the intent of this Agreement
includes,�TiEhaut limitation,recognizing that fihe parties intend that Appte may develap an
affice,research and development campus and adopting such ordu�ances,resolutions,and ather
enactments as are necessary to readopt or reenact all or any portion of this Agz�eement, Project
Approvals,and/or Subsequent Appro�Jals�a�ithaut contravening the Judgment.
(b) The parties agree that this ARTICLE 11 shall canstitute a separate
agreement entered into cancurrently,and that if any other provision of this Agreemen#,or the
Agreement as a whole,is invalidated,rendered null,or set aside by a court of competent
jurisdiction, the parties agree to be bound by#he terms af this Seetion,�vhich shall survive such
imTalidation,nuilificatian or setting aside.
ARTICLE 12 DEFAULT�REMEDIES•TERMINATION.
Section 12.1 Defaults. Failure by either party to perform an��material term or
provision of this Agreement shall canstitute a de€ault,provided fihat the party alleging the
default shall gi�re the other Part�r advance �Tritten notice of the default and thirty(30} days to
cure the candi�ion,or,if the nature of the defaulfi is such that it cannot be cured ��ithin thirty
(3Q)ciays,the party receiving notice shall not be in default if the part�T commenc�s performance
of its obligations�vithin the th.irty(30}day period and diligently completes that performance.
The writte�l notice of default("Default Notice"}shall specify in detail the nature af the alleged
failure, and �vhere appropriate,the manner in tivhich said failure might be cured.
Section 12.2 Remedies. The parties acknowrledge tl�at City and Apple c�Tould not have
entered inta this Agreement if City�or Apple 4r�ere to be liable in damages under,or�vith respect
tn,this Agreement or the application thereof. City and Apple shail nat be liable in damages ta
one another,or to any assignee, transferee or any other person,and both City and Apple
covenant ilat to sue for or claim damages. Each party shall have the right to{1}bring any
praceedi.ng in the nature of specific performance,injunctive relief ar mandamus, and/or
32
OAIf��816-ti�65-9477 vi2
(2)bring any action at law or in equity as may be permitted by la�v ar this Agreement. The
parties acknowledge that monetary damages and remedies at law generally are inadeqvate
upon the occurrence of a default. Therefare,specific performance or other extraordinary
equitable relief{such as injunction}is an appropriate remedy far the enforcemeslt af this
Agreement,other remedies at law being inadequate under all #he circumstances pertaining as of
the Effective Date�f this Agreement and any such equitable remedy shall be available ta the
parties.
Section 12.3 Periodic Review.
(a) Conducting the Periodic Revieu7. T`hroughout the Term o€this
Agreement,at least once every tch�el�=e (12}months follo�=ing the EffectiiJe Date,City shall
review the extent of good-faith compliance by Apple�vith the terms of this Agreement. This
revie�sv{the"Periodic Review") shall be conducted by the Community Development Director ar
his/her designee and shall be limited in scope to compliance�tiTith the terms of this Agreement
pursuant to California Government Code Section 65865.1. Appie shall pa��reasonable City costs
related to the Periodic Revievt�,within thirty(30) days following Apple's receipt of invoices
from City,together�rith reasonable supporting documentation.
(b) A�ple's Submittal. If requested by City,and within ninery {90)days
befare each anniversary of the Effective Date,Apple shall submit a compliance letter
("Campliance Letter"}to the Director along with a copy directed to the City Attorney,
describing Apple's compliance with the#erms af the Conditions of Approval,Project Appravals
and this Agreement during the preceding year. The Compliance Letter shall include a
statement that the Complianee Letter is submitted ta City pursua.nt to the requirements of
Government Cade§65�65.1, this Agreement and the CIVIC,and that City"s failure#o respond
«Tithin the time periods set forth in this Section 12.3 shall be deemed City's concurrence that
Apple has complied in good faith tvith the terms and conditions of this Agreement for the
review period in question.
(c) CifX's�indin�s. ViritY�in sixty�60)da��s after receipt of the Compliance
Letter,the Community Development Director shall determine wThether, for the year under
revietv,Apple 11as demanstrated goad faith substa�ltial compliance v�Tith the terms of this
Agreement. If the Community Develapment Director finds and determines$Zat Apple has
cainplied substantially with the terms of this Agreement,or does not determine atherwise
�vithin sixty(60}da3�s after delivery of the Compliance Letter,the annual review shall be
deemed conclusively concluded,Apple shall be deemed to have complied in good faith ivith
the terms and conditions af this Agreernent during the year under re�Tiew,and this Agreement
shall remain in full force and effect. Upon a determinatian of compliance,the Communit�
Develapment Directar shall,if Apple requests,issue a recordable certificate confirming Apple's
compliance through the year under revie�v. Apple may file and record the certificate with the
Santa Clara County Recorder's Office. If the Community Deuelopment Director initially
determines the Complianre Letter to be inadequate in�ny respect,he/she shall provide notice to
that effect to Apple. If,after a duly notice�i public hearing thereon,the City Courtcil finds and
33
OAK r�SI6-&465A�73 vi2
deterrnines based on subs#antial evidence that Apple has not complied substantially in good
faith with the terms af this Agreement for the year under review,fhe Community Development
Director shall giue written notice ta Apple specifying the noncompliance and such notice shall
serve as a Default Notice under Section 12.1. If Apple fails to cure the noncompliance within
the tirne set forth in Sectian 12.1 above,the City Councii,in its discretian,may: (1)grant
additional time for campliance b}�Apple;or{2)follo��ving the hearing described in CMC§
19.144.170, modify this Agreement with Apple's written approval to the extent necessary ta
remedy or mitigate the nancompliance;or(3)terminate this Agreement. Except as affected by
the terms hereof,the terms of CMC�19.116.230 and following,shall govern Cit�='s campliance
revie�v process. L?uring the Initial Term,if the Community Develapment Director has faund the
Compliance Letter to be inadequate and yTet the City Council does not hold a hearing and make
its deter�nination wi#hin one(1)year after delivery of the Camplian�e Letter for a given year,
then it shall be conctusively deemed that Apple has complied in good faith with the terms and
conditions af this Agreement during such one(1)year period. Follotiving the Initial Term,if the
City Council does not hold a hearing and make its determi.nation within two (2}years after
delivery of the Compliance Letter for a gi�Ten year,then it shall be conclusi�Tely deemed that
Apple has complied in goad faith�vith the ternzs and canditions nf this Agreement during such
two{2�year period.
Sectian 12.4 Effect of Termination U�an A��le's Obligations. Termination of this
Agreement as to Apple shall not affect any of Apple's obligations to comply�vitli the City's
General Plan and the terms and conditions of any Project Approvals or Subsequent Approvals
apprcr�Ted with respect to the Project. Any obligations of indemnifieation and de£ense relating
to matters arising hefore termination af this Agreement shall survive termination af this
Agreement.
Sectian 12.5 Enforced Dela��;Extension of Time of Performance. In addition to specific
provisions af this Agreement,neitller party shall be deemed to be in default where dela��s in
performance or failures to perform(other tllan obligations to make monetary payments zn=hich
s11alI not be subject ta this Section 12.5) are due ta,and a necessary�autcome of,�var,
insu.rrection,s#ril�es or other labor disturbances,walk-outs, riots,floads,earthquakes,fires,
casualties,acts of God,restrictions imposed or mandated byy other governmental entities
{including nev��or suppleznental environmental regulations),enactment of canflicting state or
federai la�vs or regulations,judicial decisions, inability to obtain materials,power ar public
facilities(such as«,�ater or sewer sert�ice) to the Project, or similar basis for excused performance
���hich is not within the reasanahle eontrol of the party to be excused. Litigation attacking the
��alidity of this Agreement ar any of the Project Approvals or Subsequent Approvals,or any
permi#,ordinance,enti#lement or other action of a governmental agency other than City
necessary for the development of the Project pursuant to this Agreement,shall be deemed to
create an excusable dela�. A party's financial inability ta perfarm shall not be a graund far
claiming an excusable delay. The party claiming an excusable delay shalI notify the other party
af its izttent to claim an excusable delay,the specific grounds of the same and the anticipated
periad of the excusable delay within thirt�F(30)days after th�accurrence of the conditions that
establish the graunds for the claim. If natice by the party claiming such extension is sent to the
3�
OAK z�816-8�t5-9477 v12
other party mare than thirty(30)da}Ts after the commencement of the cause,the period shall
cammence ta run only thirty{3a)days priar to the giuing of such notice. T'he period of the
excusable delay shall last na longer than the conditions precrenting performance. Upon the
request of either party hereto,an ex#ension of time for the performance of any obligatian�svhase
per#ormance has been so preven#ed 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;provided,hov��ever,in no event shall any excusable delay extend the
expiration date of the Term beyond the 20t"a.nniversary of the Effective Date.
Section 12.b California La�v;Venue. This Agreement shall be consfrued and enforced
in accordance �vith the la�vs of the State of California,without reference to its choice of Iaws
provisions,and tlle exclusive�Tenue for any disputes or tegal actions shall be the Superior Court
of Caiifornia in and far the Cou.nty of Santa Clara.
Sectian 12.7 Com�liance with La�vs. Apple shall comply ivith all requirements of
state and federal la��v,in addition to the requirements of this Agreement, including, without
limitation,the payment of prevailing wages,if required.
5ection 12.$ Resolution of Dis�utes. With regard to any dispute involving
development of the Project,the resolution of ivhich is not provided for by this Agreement or
Applicable La�,*,Apple shall,a#City's request,meet with City. The parties at any such
meetings shall attempt in good faith to resolve any such disputes. Nothing in this Section 12,$
shall in any way be interpreted as requiring khat Apple and City and/or City's designee reach
agreement with regard ta those matters being addressed,nor shall the outcame of these
meetings be binding in any�Tay on City or Apple unless expressly agreed to by the parties to
such meetings. If an}�dispute is not resolved within thirfy (30)days after tl�e parties first meet,
or su.ch longer period as the parties mutually agree, #hen each party may pursue all legai and
equitabie remedies available it.
ARTICLE 13 NO AGENCY,JOINT VENTURE QR PARTNERSHIP.
It is specifically understood and agreed to by and behnTeen the par�ies hereto that:
{1) the subject development is a private deveiopment;(2)City has no interest or responsibilities
for,or duty to,third parties concerning any pubiic improvements until such time,and only
�ntil such time,that City accepts the same pursuant to the provisions of this Agreement or in
cannection with the various Project Appro�Tals or Subsequent Approvals;(3)Apple s11a11 have
full power o��er and exclusive control of the Project, subject only to the limitations and
abligations of Apple under this Agreement,the Project Approvals,Subsequent Approvals, and
Applicable Law;and(4)City and Apple hereby renounce the existence of any form of agency
relationship,joint venture ar parMership betu7een Cii-�T and Apple and agree that nothing
contained herein or in any document executed in connectian F��ith this Agreement shall be
construed as creating any such relationship betK=een Cit�F and Apple.
35
OfiK�4816-S�b5-9�77 YI?
ARTICLE 14 MORT+GAGEE PRQTECTIQN: CERTAIN RIGHTS OF CURE.
Sec#ion 14.1 Nlrartgagee Protection. This Agreement shall be superior and senior to all
liens placed upon the Property or any poriion thereof after the date on��hich this Agreement or
a rnemorandum thereaf is recorded,including the lien of any deed of trust or mortgage
("Martgage"). Notwithstanding the above,no breach hereof shaIl defeat,render invalid,
diminish or impair the lien of any Mortgage made in good faith and for value,but all af the
terms and canditions contained in this Agreement shall be binding upon and effective against
all persons and entities,including all deed af trust beneficiaries ar mortgagees(each a
°Mortgagee")who acquire ti.tle to the Property or any partion thereof by foreclasure,trustee's
sale,deed in-lieu-of foreclosure,voluntary transfer ar other�a�ise.
Section 14.2 Mortga�ee Obligations. City,upon receipt of a written request from a
foreciosing Martgagee, shall permit the Mortgagee ta succeed to the rights and obligations t�f
Apple under this Agreement,so long as all defaults by Apple that are reasanably susceptible of
bei.ng cu.red are cu.red by the Ivlortgagee as soon as reasonably possible,pravided,ho�Tever, that
in no event shali such Mortgagee personally be liable for any of Apple's defaults or monetary
obligations arising priar to acquisition of possession of such Property by such Mortgagee. The
foreclflsing Iviartgagee shall have the right to find a suhstitute for Apple to assume Apple`s
obligations,which substihxte shall be considered for approval by�ity pursuant to ARTICLE IO
of this Agxeement,but shall not,itself,be required to comply za7ith all oE the provisions of#his
Agreement.
Seciion 1�.3 Notice of Default to Mortga�ee. If City receives natice from a Mortgagee
requesting a copy of any notice of default given to Apple and specifying the address far service �
thereof,City shali endeatiTor to deliver to the Mortgagee,concurrently with service thereof ta
Apple,all notices given to Apple describing all claims by City that Apple has defaulted
hereunder. IE City de#ermines that Apple is not in compliance with tl�is Agreement,City alsa
shall endeavor to serve nt�dce of noncompliance on the Mortgagee concurrently�vith service an
Apple. Each Mortgagee shall have the right,but not the obligation,during the same�eriad
available to Apple to cure or remedy,or to commence to cure or remedy,the cQndition of
default claimed or the areas of noncompliance set forth in City's natice.
ARTICLE 15 MISCELLANEOUS.
Section 151 Incor�oratian�f Recitals and Introductort�Paragra�h. The Recitals
contained it1 this Agreement,and the introductory paragraphs preceding the Recitals,are
hereby incorporated into this Agreement as if fully set forth herein.
Section 15.2 Findin s. City hereby finds and determines that execution of tlus
Agreement furthers public heal#h, safety and general welfare and that the pro�Tisions of this
Agreement are consisten#�nlith the General Plan.
Section 15.3 Se�rerabilitv. If any term ar pro��ision of this Agreement,or the
application of any term or provision af this Agreement ta a parficular situation,is held by a
36
rJAK�481b-3465-9��741?
caurt of competent jurisdiction to be invalid,void or unenforceable,the remaining terms and
provisions of this Agreement,or the applicatian of this Agreement to other situations,shall
continue in full force and effect unless amended or modified by mutual consent af the parties.
S�ChOil�IJ.4 Time of Essence. Time is of the essence in the performance af each and
every covenant and obligation to be performed by the parties l��ereunder.
Section 15.5 Other Necessary Acts. Each paxty shall execute and deliver to the other
all such other further instruments and docurnents as may be reasonably necessary to carry out
the Project Approvals, Subsequent Approvals and this Agreement and to provide and secure to
the ather party the fizll and camplete enjoyment of its rights and privileges of this Agreernent.
Section 15.6 Canstruction. T11e language in this Agreement in all cases shall be
construed as a whole and in accordance�vith its fair meaning. Each reference in this Agreement
to this Agreement or any of the Project ApprotFats or Subsequent Approcrals shall be deemed to
refer ta the Agreement,Project Approval or Subsequent Approval as it may be amended from
time t�time,whether or not the particular reference refers to such possible amendment. This
Agreement has been revieK�ed and revised by legal counsel for both City and Apple,and no
presurnption or rule that ambiguities shall be construed against the drafting parYy shall apply to
the interpretation or enforcement of this Agreemenfi.
Section 15.7 Section Headin�s. All section headings and subhead.ings a.re inserted for
convenience only and shall not affect any construction ar interpretatian of this Agreement.
Section 15.8 No Waiver. I'�io delay or omission by either party in exercising any right
or power accruing upan the other party's noncompliance or failure to perform under the
provisions af this Agreement shal:l impair or be construed to waitre any right ar pov�Ter. A
waiz�er by either party of any of the covenants or conditidns to he performed by Apple or City
shall not be construed as a�vaiver of any succeeding breach of the same or other covenants and
conditions
Section 15.9 lvondiscrimination. Neither party shali discriminate,in any v�iay,against
any�erson ori the basis of race,color,national origin,gender,maxital stahis,sexual orientation,
age,creed,religion or disability in connertion wwith ar related to the performance of this
Agreement.
Section 15.10 No'I�tird-Party Beneficiar�. This Agreement shall not be coitstrued or
deemed ta be an Agreement for the benefit of any third-party or parties,and na third-party or
parties shali have any claim or right af action hereunder for any cause�vhatsoever.
Section 15.11 Other Miscellarreous Tern�s. The singuiar shall include the plural;ttle
masculine gender shall include the feminine; "shail"is mandator�; "may" is perrnissive. The
�tirords"includes"and "including" shall be interpreted as though followed by the words
"�Tithout limitation." If there is more than one signer of this Agreement,the signer obligations
are joint and s�veral.
37
OAK�'4816-$�1b5-9477 v12
Section 15.12 1\TOtices. Any notice or cammunicatian required hereunder betc�,Teen City
or Apple must be in Krriting,and may be given either personally,by registered or certified mail
(return receipt requested),or by FedBx or other similar courier promising overnight delivery. If
personally delivered,a notice shall be deemed ta have been given�vhen delivered to the party
to whom it is addressed. If given by registered ar eertified mail, such notice or communication
shall be deemed to have been given and received on the first ta occur of{1)actual receipt by any
of the addressees designated below as the party ta�vhom notices are to be sent,or{2) two
(2)days after a registered or certified Ietter containing such notice,properly addressed,with
postage prepaid,is deposited 'ul the United States mail. If�iven by Federal E�press or similar
courier,a natice or communication shall be deezned ta have been gi��en and recei��ed on the date
delivered as shown on a receipt issued by the courier. Any party may at any time,by giving
ten (10)days written notice to the ather party,designate any other address in substihztion af the
address to cvhich such notice or cannmunicatian shall be given. Such notices or communicatians
shall be given to the pa.rties at their addresses set forth belo�v:
If to City,to: City Clerk
City of Cupertino
10300 Torre Avenue
Cupertino,CA 95014-3202
Telephone: (408}777-3200
with Co�ies to: City Attorney
City of Cupertino
20410 To�vn Center Lane,Suite 210
Cupertina,CA 95Q14
Telephone: (4�8)77?-3200
and: City Manager
City of Cupertina
10300 Torre Avenue
Cupertino,CA 95014-3202
Telephone: (408)777-32Q0
If to A��le,to; Apple Inc.
1 Infinite Loop, M/S 47-2 REF
Cupertino,Califarnia 95Q14
Attentian: A�ple Campus 2 Praject Manager
38
OAK�481b-8465-4�77112
tirith Co�ies to: Apple Inc.
1 Infinite Loop,M/S 4 DLAW
Cupertino, California 95014
Attention: Real Estate Counsel
Telephone: (408}Sb2-6012
and:
Monison&Foerster LLP
425 Market Street
San Francisco,CA 9�105
Attention: David Go3d
Telephone: (415)268-7000
The provisions of this Section shall be deemed directit=e only and shal.l not detract from the
validity of any notice given in a manner that would be legall�=effec#ive in the absence of this
Section.
Section 15.13 Entire Agreement,Counterparts a.nd Exhibits. This Agreement and all
exhibits attached to it and/or incorporated herein,tagether K�ith the Pruneridge Vacation Area
purchase and sale agreement,the extension of agreement far consultation services, the
Development Plan,MMRP,and the Project Approvais,includiilg Conditions of Approval,are
the sole and entire agreement between the parties concerning the subject matter hereof. The
parties acknowledge and agree that they have not made any representation ��ith respect to the
subject matter of this Agreement or any representations inducing the execution and delivery,
except represen#ations set forth herein,and each party acknowledges that it has reliec�on its
owrn judgment in entering this Agreement. Th�parties further acknowledge that all sfiatements
or representations that previously may have been rnade by either of them ta the other are t�oid
and of no effect,and that neither of them has relied thereon in its dealings with the other. To
tlze extent that there is any canflict between the Project Approvals and this Agreement,the
Project Approvals shall got=ern the parties'respective rights and obligations.
Section 15.14 Covenant of Good Faith and Fair Dealin�. Neither party to this
Agreement shall do an�Tthing that shall have the effect of llarming ar injuring the right of the
other Party to recei��e henefits of this Agreement. Each party shall refrain from doing an�Tthing
that E��auld render its performance under this Agreement impossible. Each part�r shal.l do
everything this Agreement contemplates to accom�lish the objectives and purpose af this
Agreement.
Section 15.15 Authoritv to Execute. The person or persons executing this Agreement
on behalf of City�vaz-rant and represent that they have the authority to execute this Agreement
on behalf of City,and further represent that t11ey have the authorify to bind City to the
performance of its obligations in this Agreement. T'he person ar persons executing this
Agreement on behalf of Apple�varrant and represent that they have the authority ta execute
39
OAK=4S1b-8�65-9�77 v12
this Agreement on behalf of Apple,that all corparate approvals have heen obtained including
from CHI�vhich are necessary ta bind Apple to the performance af its obligations in this
Agreement,and that they have the authority to bind Apple to the perfarmance oE its obligatians
in this Agreement.
Section 15.16 Exhibi#s. The follo���ing exhibits are attached to this Agreement artd
incarporated herein for all purposes:
(a) EXHIBIT DA-Ia: Praperty Description
(b) EXHIBIT DA-lb: Project Site Diagram
(c) EXHIBIT DA-lc: Tax Localization Plan
{d) EXHIBIT DA-ld: General Plan Office Space Development Allocations
(e) EXHIBIT DA-1e: Campus Amenity Space
(� EXHIBIT DA-1#: ImpacE Fees
{g} EXHIBIT DA-lg: Pruneridge Avenue Vacation
Section 15.17 Recordation of Development Agreement. Pursuant to California
Government Code§b5868.5,�ZO later than ten(10}da��s after the Effective Date,the City Clerk
shall record an executed copy of this Agreement in the Official Records of Santa Clara County.
jREn�AIiVDER C?F PAGE 73VTENTIQNALLY LEFI'BLANKJ
40
QAK�9$ib-8=165-9�177��12
This Agreement has been entered into by and bei�,reen Apple and City as of the daS�ai�d
}rear first above written.
CITY.
CITY O�CUPERTINO,a
California municipal corporation
B}x:
(signan�re must&e nofarized)
Name:
Its:
ATTEST:
By:
Grace Schmidt,City Clerk
APPROVED AS TO FORM:
By:
Carol Korade,City Attorney
APPLE:
APPLE INC.,a
California corporation
By: t'',�
{sig�tature m:rst be reofarized)
I��ame: �~
C . �
Its: ����,����y,�
�
(SIGNATLIRES CONTINtIED QN'1VEX�'PAGEj
�#1
OAK n`4$16-8465-9=477 v12
This Agreement is hereby acknowledged and
consented to:
CHI:
CAMPUS HOLDINGS,INC., a California
corpc�ratian
B(F�
f
' er hire must t�e notarizedl
Name: � �/
Its: �_G ?�-
�z
OAIC=�816-&1b5-9477 Z=12
ACKNOWLEDGEMENTS
STATE OF CALIF(JRNiA )
COUNTYOF� -1� �.-��Y� )
On�"��_�'l�', � t .2013 before me, ,(' , r ..� �. °���''>t `_'�
Notary Public,personatly appeared �' � �' y
who proved ta me on the basis of satisfaetor}T evidenee to be the person(s�-whase name�'is/a�e-
su.bscribed to the with.in instrument and acknowledged to me that he/s�e,�t�e�-executed the
same in hisJh�r-{�k��authorized capacity�iesj;and that by his/he�h�err signature�sj on the
instrument the person�s�,or the entity upon behalf of tiJhich the person(.�j acted,executed the
instru.ment.
I certify�nder PEI�IALTY OF PERJURY under the lav4=s of the State of California that the
foregoing paragraph is true and correct.
�r�=.
WITNESS my hand and official seal. MARGARET E.JONES
Cammissian� 189325& Z
< •a Natary Pu�Eic-Cai'sfornia z
z Santa C1ara Coun#y �
Signafure: �� �,� � _ ..�. n� (seal) � M Cornm.Fa� Eres Jui i7,2tt14
x
� 74
`�
�������-������������
STATE�F CAL,IFORNIA )
C(JUNTY OF:�t�c�sl ����� )
�� ���� � �'� c�
�Jn ��� L1� � � ,2013 before me, � flj t ��'-��kl...?5
I�TOtary Pubiic,personally appeared - � c�.,�rrti�l�`'�--� --��"��_t._:'� �1��'�'
tivho proved to me on the basis of satisfactory evidence to be#he person(�`whose name(.�}'is/a�e-
subscribed to the��ithin instrument and ackno�rledged to rne that heJs�te,ft-hce�executed the
same in his/�e�r�eir authorized capacity�,and that by his/fie�hc�ir signature(�''on the
instrument the person,�-j;or the entity upon behalf of which the person{sj'acted,executea the
instrument.
I certify under PEI��ALTY OF PERJI7RY under the la�vs of the State of California tha#tlle
foregoing paragraph is true and correct.
WITI�€ESS my hand and official seal. Mp GAR�ET�E JONES
Commtssi4n#� 1893256 �
�c Notary Pubtic-�alitarala z
�-' � Santa Clara County }
/�� ..
Signafure: :' �f , � ' �.; ' � {seal} M Comm.Expiras Jui i l,2014
�
43
OAK�4816-8465-9477 ti=12
STATE OF CALIFORNIA )
COUNTY C7F )
On 2013 before me,
Notar�J Public,persanally appeared
�Tho proved to me on the basis of satisfactory evidence to be the persan(s)�vhose name(s)is/are
subscribed to the within instrument and acknowledged to rne tl�at he/she/they executed the
same in hisJher/their autharized capacity{ies),and that b}J hisJher/their signature(s)on the
instrument the person(s),or the entity upon behalf of�vhich the person(s)acted,executed the
instrument.
I certify under PEi�ALTY OF PERjURY under the laws of the State of California thafi the
foregoing paragraph is true and carrect.
VVITi�i ESS my hand and official seal.
Signature; (seal)
�4
OAK x4$lK-&165-947?v12
E�CHIBIT DA-1a
LEGAL DESCRIPTi0i�1 C?F THE PREJPERTY
nAx a4si6-s�6s-94�7.�3
ExH�g�T oa-��
EXHIBIT DA-1 a
REAL PROPERTY DESCRIPTION
REAL PROPERTY IN THE CITY(�F CUPERTINO,Ct�UNTY OF SANTA CLARA, STATE OF
CALIFORNIA, MORE PARTIGULARLY DESCRIBED AS FOLLQWS:
PARCEL ONE: (APN 316-07-045)
BEGINNiNG AT A POINT ON THE WESTERIY L(NE OF 7ANTAU AVENUE AT A
SOUTHEASTERLY CORNER OF PARCEL"B",AS SAID AVENUE AND PRRCEL ARE 50
QESIGNATED QN THAT CERTAIN PARCEL MAP FILED FOR RECORD C�N NOVEMBER 22,
1968 IN BOOK 244 OF MAPS, PAGE 51, SANTA CLARA COUNTY RECORDS; TNENCE
FROM SAID POWT OF 8EG[NNWG ALONG SAID WESTERLY L{NE OF TANTAU AVENUE, S.
0°26'11"W, 89.42 FEET;THENCE SOUTHWESTERLY,ALONG A TANGENT CURVE TO THE
RIGHT, HAVING A RADIUS OF 50.00 FEET,THROUGH A CENTRA�ANGLE OF 88°58'31",
FOR AN ARC LENGTH OF 77.65 FEET TO A POINT ON THE NOR7HWESTERLY I.INE OF
PRUNERIDGE AVENUE,AS SAID AVENUE IS SHOWN ON THE ABOVE PARCEL MAP;
THENCE ALONG SAID LAST MENTtONED NORTHWESTERLY LINE S. 89°24'42°W. 114.20
FEET TO THE SEGWNING�F A TANGENT CURVE Td THE�EFT HAVING A RADIUS QF
646.00 FEET,THROUGH A CENTRAL ANGLE OF 25°10'13", FOR AN LENGTH OF 283.79
FEE7 T�A POINT OF REVERSE CURVATURE; THENCE ALONG SAiD REVERSE CURVE
TO THE RIGHT, HAVING A RADIUS OF 554.Q0 FEET,THROUGH A CENTRA�ANGLE OF
4°19'S3", FOR Aw ARC LENGTH UF 41.88 FEET TO A POINT AT THE MOST
SOUTHEASTERLY CORNER OF SAID PARCEL"B"HEREINABOVE REFERREQ TO;7HENCE
LEAVING SAID NORTHWESTER�Y L1NE OF PRUNERiOGE AVENUE AND ALONG AN
EASTERLY LINE OF SAID PARCEL"B", N. 0°12'57" E.217.31 FEET; THENCE ALONG A
SOUTHERLY LiNE OF SAID PARCEL"B", N. 89°24'39"E.476.05 FEET TO THE POINT OF
BEGINNING, SEING A P�RTION�F LOT 4,AS SAIQ L�T IS SO DESIGNATED ON THAT
CERTAIN MAP OF THE GLENDENNI(�IG ESTATE IN THE QUiTO RANCHO, RECORDED
OCTOBER 24, 1$84 TO BOOK"B"OF MAPS,AT PAGE 15, RECORDS OF SANTA CLARA
COUNTY.
PARGEL TWO: (APN 316-07-044}
ALL THAT GERTAIN REAL PROPERTY SHOWN ON THE MAP ENTITLED"PARCEL MAP
BEING ALL OF PARCEI.S"A"8�"B"AS SNOWN ON THAT CERTAIN MAP RECORDED 1N
BOOK 244 OF MAPS AT PAGE 51" FILED FOR RECORD OCTOBER 1, 1976, BOOK 380, OF
MAPS, PAGE 49, SANTA CLARA COUNTY RECORDS.
PARCEL A: (APN 316-06-033)
PARCEL 1 AS SHOWN ON THAT CERTAIN PARCEL MAP WHICH MAP WAS FILED FOR
RECORD IN THE�FFICE OF THE RECORDER OF THE COUNTY t}F SANTA CLARA, STAT'E
OF CA�IFORNIA ON SEPTEMBER 6, 9972 IN BOOK 308 OF MAPS PAGE 12.
PARCEL B: (APN 31b-06-452) .
PARCEL 2,AS SHOWN ON THAT CERTAIN PARCEL MAP FILED FOR RECORD !N THE
OFFICE OF THE RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA
4N AUGUST 25, 1981, [N BOOK 489 OF MAPS PAGE(S) 11 AND`12.
PARCEL C: (APN 316-06-048)
PARCEL 1, PARCEL MAP OF LANDS OF GRpSVENOR CUPERTINO PARTNERS, F1LED
AUGUST 25, 1981, BOQK 489 OF MAPS, PAGES 13 AND 14, SANTA G�ARA COUNTY
RECORDS,AS AMENDED IN THAT CERTAIN LOT LINE ADJUSTAAENT, REGORDED JUNE
1
30, 1983 AS INSTRUMENT NO.7730541.
EXCEPTING THEREFROM THE UNDERGRC.�UND WATER RIGHTS,WITH NO RIGHT OF
SURFACE ENTRY,AS GRANTED IN THE DEED FROM GRQSVENQR CUPERTINO
PARTNERS TO CALIFORNIA WATER SERVICE COMPANY,A CALlFORNfA C�RPt'�RATION,
REC(3RDED OGTOBER 19, 1981 IN BO�K G 400 PAGE 445, UFFICIAL REC4RDS.
PARCEL 0: (APN 316-06-033&-038)
ALL OF PARCEL 3,AS SHOWN UPON THAT CERTAIN PARGEL MAP FILED FOR RECOR�
IN THE OFF[CE OF THE RECQRDER�F THE COUNTY OF SANTA CLARA, STATE OF
CALIFORNIA, ON AUGUST 25, 1981 IN BOOK 4$9 OF MAPS,AT PAGE 1'I.
PARCEL E
PARCEL 01VE: (APN 316-06-045)
PARCEL 4,AS SH�WN UPON THE PARCEL MAP FILED FOR REC�RD ON AUGUST 25,
1981 f�l BC�OK 489, QF MAPS, PAGES 13,AND 14, SANTA CLARA COUNTY RECORDS.
EXCEPTING THEREFROM THE UNDERGR(JUND WATER RIGHTS,WITH NO RiGHT OF
SURFACE ENTRY,AS GRANTED TO CALIFORNIA WATER SERVICE COMPANY BY DEED
RECORDED OGTOBER 19, 1981, 1N BOOK G4Qd, PAGE 445,OFFICIAL RECOR�S.
ALSO EXCEPTING THEREFROM THAT PORTION THEREOF LY1NG WETHIN THAT CERTAIN '
PAR�EL OF LAND CONVEYED TO GROSVENOR INTERNATIONAL(CUPERTINO}LIMITED,
A CALIFORNIA CORPORAT[ON, ET A�, BY DEED RECORDED JULY 21, 1983 IN BOOK
H738, PAGE 56, OFFIC(AL RECOR�S,AND BEING SHOWN AS"44.5' STRIP FROM PCL.4
TO PCL. 3"�N LOT LINE A�JUSTMENT RECt3RDED JUNE 29, 1983 IN BOOK H674, PAGE
622, (�FFICIAL RECC?RDS.
PARCEL TWO: {APN 316-06-049)
PARCEL 5,AS SHOWN UPON THE PARCE�MAP FILEO FOR RECORD ON AUGUST 25,
1981 IN BOOK 489, OF MAPS, PAGES 13,ANQ 14, SANTA CLARA COUNTY RECORDS.
EXCEPTING THEREFROM THE UNDERGROUND WATER RIGHTS,WITH NO RIGHT Q�
SURFACE ENTRY,AS GRANTEQ TO CALIF�RNlA WATER SERVICE COMPANY BY OEEO
REGORDED OCTOBER 19, 1981, IN BOOK G4Q0, PAGE 445,OFFiCIAL RECORDS.
PARCEL F: (APN 316-06-046)
BEGINNING AT THE M05T WESTERLY CORNER OF PARCEL 7 AS SHOWN UPON THAT
GERTAIN PARCEL MAP RECORDED IN BOOK 329 OF MAPS AT PAGE 49, SANTA CLARA
COUNTY RECC?R�S.
THENCE FROM SAID P�INT OF BEGINNING NORTH 30° 00'2$°EAST ALONG THE
NORTHWESTER�Y LINE OF SAID PARCEL 422.91 FEET;
THENCE SOUTH 57°Q2'22" EAST 527.23 FEET;
THENCE S4UTH�2°57'38"WES7 451.50 FEET TO THE SOUTHWESTERLY LINE�F SAl�
PARCEL;
THENCE ALONG SAfD SOUTHWESTERLY LtNE NORTN 57°Q2`22"WEST 123.95 FEET AND
NORTH 52°40' 11"WEST 382.61 FEET TO THE PO(NT t�3F BEGINNWG.
2
EXCEPTING THEREFROM ANY AND ALL WATERS,WITH NO RIGHi OF SURFACE ENTRY,
AS QUiT�LAIMED TO CALIFORNIA WATER SERVICE COMPANY, A CALIFORNIA CflRP. IN
A DEED DATED OCTOBER 13, 1981 AND RECORDED OCTOBER 19, 1981 IN BO�K G4flQ
AT PAGE 445, O��IGlAI RECORDS,
PARCEL G: (APN 316-06-053}
BEGINNING AT THE MOST SOUTHERLY CORNER(3F PARCEL"8"AS SHC?WN UPQN THAT
CERTAIN PARCEL MAP RECORDED iN MAP BOOK 329, PAGE 49, SANTA CI.ARA CE�UNTY
RECORDS; THENCE FROM SAID POINT OF BEGINNING NORTH 57°02'22"WEST ALQNG
THE SOUTHWESTER�Y LINE OF SAfD PARCEL 10Q425 FEET;THENCE Nt�RTH 32° 57' 38"
EAST 451.50 FEET;THENCE SOUTH°Q2'22"EAST 96.42 FEET; THENCE EASTERLY AND
NORTHEASTERLY ALfJNG A CURVE CONCAVE TO THE NOR7H WITH A RADlUS OF 90
FEET,THROUGH A CENTRAL ANG�E OF 122°45' 18"FUR AN ARC LENGTH OF 192.82
FEET;THENCE NORTH 0° 12'20"EAST '19.11 FEET THENCE SOUTH 89°47'4�"EAST
380.50 FEET TO THE EASTERLY LINE OF PARCEL"7"AS SHOWN UPON SAID MAP;
THENCE SQUTH 0° 'E2'20"WEST ALONG SA1D EASTERLY LWE 2Q0.26 FEET;THENCE
SOUTH 5B°53`38"EAST 151.23 FEET TO A PO(NT IN THE EASTERLY LINE OF THE LANDS
QF VALLCO f'ARK LTD. PER DEED RECORDED IN BOOK 8764, PAGE 259, UFFICIAL
RECQRDS, SANTA CLARA COUNTY RECORDS;THENCE ALONG SAID EASTERLY
BOUNDARY LINE ALONG A NON-TANGENT CURVE TO THE LEFT NAVING A RADIUS OF
542.50 FEET V1/HOSE RADIUS POINT BEARS SOUTH 56°53'38"EAST, THROUGH A
CENTRAL ANGLE OF 27°36'46"OR AN ARC LENGTH �F 261.45 FEET;THENCE SOUTH 5°
29'36"VttEST AL4NG SAlD EASTERLY LINE 441.50 FEET TO THE NUFtTHEASTERLY LlNE
OF THE JUNIPERO SERRA FREEWAY"THENCE NORTH 57° 02'22"WEST ALONG SAID
NORTHEASTERLY I.INE 1.89 FEET TO THE PO[NT OF BEGINNING.
EXCEPTlNG THEREFROM THE UNDERGROUND WATER RIGHTS,WfTH NO R1GHT OF
SURFACE ENTRY,AS GRANTED TO CALIFORNIA WATER SERVICE COMPANY BY DEED
RECORDED OCTOBER 19, 1981, IN BOOK G400 OR, PAGE 445.
PARCEL H
PARCEL 4NE: (APN 316-06-050)
PARCEL 3 AND A PORTI�N OF PARCELS 4 AND 6,AS SAID PARCELS ARE SH4WN ON
THAT CERTAIN PAR�EL MAP FI�ED IN 7HE OFFICE OF THE RECORDER OF THE C4UNTY
OF SANTA CLARA, STATE OF CALIFORNlA ON SEPTEMBER 7, 1973 tN BaOK 329 OF
MAPS AT PAGE 49 AND AS AMENDED BY CERTIF[CATE OF CORRECTtON RECORDED
AUGUST 14, 1975 IN BOOK B561, PAGE 100 OF OFFICIAL RECORDS, DESCRIBED AS
FOLLOWS:
BEGfNNING AT THE MOST NORTHERLY CORNER OF SAIQ PARCEL 6; THENCE ALONG
THE NORTHEASTERLY AND SOUTHEASTERLY LINES OF SAID PARCEL 6 THE
FOLLOWING THREE{3)COURSES: SOUTH 49° 06'20" EAST 355.32 FEET TO THE
BEGINNiNG OF A TANGENT CURVE TO THE LEFT;AL(�NG SAID CURVE, HAVING A
RADf US OF 646 FEET THROUGH A CENTRAL ANGLE OF 7° 16'31", AN ARG DISTANGE �F
82.43 FEET; SOUTH 30°OQ'28"WEST 139.51 FEET; THENCE LEAVCNG SAfD
SOUTHEASTERLY LINE NORTH 59°59'32"WEST 40.00 FEET;THENCE 50UTH 30° 00'28"
WEST 143.22 FEET TQ THE SOUTHEASTERLY PROLONGATION OF THE
SOUTHWESTER�Y L1NE OF SAID PARCEL 3;THENCE ALONG SAID PRQLONGATED LWE
NORTH 49°Q6'20"WEST 263.99 FEET TO THE MOST SOUTHERLY CORNER OF SAID
PARCEL 3;THENCE ALONG THE SOUTHWESTERLY AND NORTHWESTER�Y LINES OF
SAID PARCEL 3 THE F�LLOWING FOtJR(�4}COURSES: NORTH 49°06'20"WEST 151.25
FEET; NORTH 4Q°53'40"EAST 65.Q0 FEET; NORTH 49°06'20"WEST 36.00 FEET; NORTH
40° 53'40" EAST 215.00 FEET TO THE POINT OF BEGINNING.
3
PURSUANT T�TNAT CERTAIN lOT LINE ADJUSTMENT RECORDED AUGUST 4, 1997 AS
DOCUMENT N�. 13799372 OF OFFICIAL RECORDS.
PARCEL TWO: (APN 316-06-051}
PARCEL 5 AND A PORTION OF PARCELS 4 AND 6,AS SAIO PARCELS ARE SHOWN ON
THAT CERTAIN PARCEL MAP FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY
OF SANTA CLARA, STATE OF CALIFORNIA ON SEPTEMBER 7, 1973 fN BC30K 329 OF
MAPS AT PAGE 49 AN�AS AMENDED 8Y CERTIFIGATE OF CORRECTION RECORDED
AUGUST 14, 1975 iN BOOK 6561, PAGE 1p0 QF OFFICIAL RECORDS, DESCRIBED AS
FOLLOWS:
BEGINNING AT THE MOST WESTERLY CORNER OF SAfD PARCEL 4;THENCE ALONG THE
NORTHWESTERLY LINE OF SAID PARCEL 4 NORTH 4fl° 53'40"EAST 312.83 FEET TQ THE
MOST SOUTHERLY CORNER OF PARCEL 3 AS SHOWN ON SAID MAP; THENCE LEAVING
SA1D NORTHWESTERLY LINE ALONG THE SOUTHEASTERIY PROIONGATlON OF THE
SOUTHWESTERLY�INE OF SAtD PARCEL 3 SOUTH 49° 06' 20"EAST 263.99 FEET;
THENCE NORTH 30° 00'28"EAST 143.22 FEET;THENCE SOUTH 59° 59' 32"EAST 40.00
FEET TO THE SOUTHEASTER�Y LINE�F SA10 PARCEL 6;THENCE ALONG SAID
SOUTNEASTERLY LINE AND THE SOUTHVIIESTERLY LINE OF PARCEL 6 THE F4LLOWING
FIVE(5)COURSES: SOUTH 30° 00'28"WEST 830.58 FEET; NORTH 52°QO' 11"WEST 98.37
�EET TO THE BEG{NNING OF A NaN-TANGENT CURVE T�THE RIGHT;TO WHICH POINT
A RADIAL LWE BEARS SOUTH 37° 31`27"WEST;ALONG SAID CURVE, HAVING A RADIUS
OF 300.01 FEET,THROUGH A CENTRAL ANGLE OF 32° 35'44"AN ARC DISTANCE OF
170.68 FEET; NORTH 20°08'05"WEST 247.82 FEET; NORTH 40°53'40"EAST 57.15 FEET
T4 THE MOST WESTERI.Y CORNER OF SAID PARCEL 5;THENCE ALONG THE
NORTHWESTERLY AND NC)RTHEASTERLY LINES OF SAiD PARCEL 5 THE FOLLOWING
TWO{2)COURSES: NORTH 40°53'44"EAST 145.85 FEET; SOUTH 49°06`20"EAST 46.01
FEET TO THE POINT UF BEGINNENG.
PURSUANT TO THAT CERTAfN LOT LINE ADJUSTMENT RECQRDEC}AUGUST 4, 1997 AS
�QCUMENT NO. 13799372�F OFFICiAL RECORDS.
PARCEL THREE: (EASEMENT OVER APN 316-06-037)
NON-EXCLUSIVE EASEMENT FOR VEHICULAR AND PEDESTRIAN INGRESS AND EGRESS
AS CONTAfNED IN THE INSTRUMENT ENTIT�ED"EASEMENT AGREEMENT REGARDING
PARKING AND ACCESS"RECORDE�FEBRUARY 11, 1998, INSTRUMENT NO. 14047825,
SANTA Cl.ARA COUNTY RECORDS OVER A PQRTION�F PARCEL Z AS HOW ON THAT
CERTAtN PARCEL MAP FILED IN THE OFFICE OF THE RECORDER{�F THE COUNTY OF
SANTA CLARA, STATE OF CALIFORNIA ON SEPTEMBER 7, 1973 IN BOOK 329 OF MAPS
AT PAGE 49 AND AS AMENDED BY CERTIFICATE OF CORRECTION RECORDEQ AUGUS7
14, 1975 IN 800K B561, PAGE 1Q0 (�F OFFICIAL RECORDS, DESCRIBED AS FOI.LOWS:
THAT 22 FOOT WIQE STRIP 4F LAND LYING NORTHWESTERLY,ADJACENT TO AND
PARALLEL WITH THE C4URSE SHOWN QN SAID PARCEL MAP AS°N40°53'4fl"E"WHICH
TERMINATES AT PRUNERIDGE AVENUE SAID STRIP COMMENCING AT SAID
TERMiNATIQN POINT AND THENCE CONTINUING SOUTNWESTERLY ALONG SAIO
COURSE 64 FEET.
4
PARCEL I
PARCEL QNE: (APN 316-18-025}
A PORTION OF LOT 1 C)F THE CRAFT ESTATE PARTITION, MAP FILED MARGH 19, 1906,
BO(JK L C?F MAPS, PAGE 28, SANTA CLARA COUNTY RECORDS, DESCRIBED AS
FOLLOW5:
GOMMENCING AT THE NORTHEAST C�RNER OF SAIO LOT 1;THENCE S�UTH 0°26' 13"
WEST,ALONG THE EASTERL.Y I.INE OF SAID LOT 1, 824.62 FEET TO THE TRUE POINT OF
BEGINNING OF THIS DESCRiPT10N; THENCE FROM SAlD TRUE POINT 4F BEGINNING,
NORTH 89°33'49"WEST,289.78 FEET Tt}THE EASTERLY LINE OF TANTAU AVENUE;
THENCE ALONG THE EASTERLY�INE OF TANTAU AVENUE, SOUTH 4° 18' S1" EAST,
374.94 FEET AND ALQNG THE ARG OF A 7ANGENT CURVE TO THE R1GHT HAVlNG A
RADIUS OF 640 FEET, THROUGH AN ANGLE OF 24°57'22",AN ARC DISTANCE OF 278.7'6
FEET TO THE NORTHEASl' LlPJE OF THE JUNIPERO SERRA FREEWAY,AS ESTABLISHED
BY DEED TO STATE OF CALIFORNIA,RECORDEQ IN BaOK 5889 OFFICIAL RECOROS,
PA�E 328;TNENCE ALONG THE NORTHEAST LlNE OF SAID FREEWAY, SUUTH 57° 19'49"
EAST,200.01 FEET AND SOUTH 58°45'S0"EAST, 155.83 FEET TO THE EASTERLY LINE
OF SA1D I.OT 1;THENCE ALONG 7HE EASTERLY LlNE OF SAID LOT 1, NORTH 0°25'S7"
WEST, 57929 FEET AND NORTH Q°26' 11"EAST,254.93 FEET T4 THE TRUE P�(NT OF
BEGINNING.
EXCEPTING THEREFROM THE UNOERGROUND WATER,WITHOUT RIGHTS OF SURFACE
ENTRY,AS GRANTED TO THE CITY OF CUPERTINO BY DEED RECOR�ED JANUARY 17,
1989 IN BOC7K K82Q, PAGE 1180 OF QFFICIAL RECORDS.
PARCEL TWO: (APN 316-'f 8-026)
A PORTION OF LOT 1 OF THE CRAFT ESTATE PARTITION, MAP FiLED MARCH 19, 1906,
BOOK L OF MAPS, PAGE 28, SANTA CLARA COUNTY RECORDS, DESCRIBED AS
FQLLOWS:
COMMENCING AT THE NOR7HEAST CORNER OF SAID LOT 1;THENCE SOUTH. 0°2&' 11"
WEST ALONG THE EASTERLY LINE(3F SAID LOT 1, 95.63 FEET; THEtVCE SOUTH 63°10'
07"V1fEST, 335.82 �EET TO THE EASTERLY LINE OF TANTAU AVENUE; THENCE SOUTH Q°
26' 11"WEST ALONG SA[D EASTERLY LINE,450.13 FEET TO THE TRUE PC7tN7 OF
BEGINNING OF THIS DESCRIPTIQN; THENCE�ROM SA1D TRUE POINT OF BEGiNNiNG,
S4UTHER�Y ALONG A CURVE T(�THE LEFT HAVING A RADIUS OF 2Q FEET TANGENT TO
THE PRECED(NG COURSE,THROUGH AN ANGLE OF 90°,AN ARG DISTANCE OF 31.42
FEET,THENCE S�JUTH 89°33`49"EAST, 5.06 FEET;THENCE SOUTH�°26' 11"WEST,4p
FEET;THENCE ALONG THE ARC OF A NON-TANGENT CtJRVE Tt3 THE LEFT HAVING A
RADll1S OF 20 FEET, FR�M A TANGENT BEARING NORTH 89°33`49"WEST THROUGH AN
ANGLE�F 94°45'2",AN ARC DISTANCE OF 33.07 FEET TO THE EASTERLY�INE UF
TANTAU AVENUE;THENCE NC?RTH 4° 18' 51"WEST ALONG THE EASTERLY L1NE OF
TANTAU AVENUE, 81.92 FEET TO THE 7RUE POINT OF BEGINNING.
PARCEL THREE: {APN 318-18-012)
A PORTION OF LOT 1 OF THE CRAFT ESTATE PARTITIt)N, MAP FILED MARCH 19, '(906 IN
BOOK L OF MAPS, PAGE 28, SANTA CLARA COUNTY REC�RDS, DESCRIBED AS
FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF 5AID LOT 1;THENCE SpUTH 63° 10'47"
WEST, 335.8�FEET TO 7HE EASTERLY LINE OF TANTAU AVENUE; THENCE NORTH 0°26'
11"EAST ALONG THE EASTER�Y LINE OF TANTAU AVENUE, �7.47 FEET TU THE
5
NORTHWEST LiNE 4F SAID LOT 1;THENCE NORi"H 67°29` 18"EAST ALONG SAID
NORTHWEST LENE, 324.16 FEET TO THE POINT OF BEGINNlNG.
PARGEL FOUR: (APN 318-18-U27)
A PORTI�N OF LOT 1 OF THE CRAFT ESTATE PARTITI�N, MAP FILED MARCH 19, 19fl6 IN
BOOK L OF MAPS, PAGE 28, SANTA CL/�RA COUNTY RECORDS,AND DESCRISED AS
FOL�OWS:
COMMENCiNG AT THE NORTHEAST CORNER dF SAfD LQT 1;THENCE FROM SAID PQINT
OF COMMENCEMENT SOUTH 0°26' 11"WEST ALONG THE EASTERLY LINE OF SAID LOT
1,95.63 FEET TO THE TRUE POWT OF BEGINNING OF THIS DESCRiPTlON;THENCE
LEAVING SA1D EASTERLY LINE OF LOT 1, SOUTH 63° 10'07"WEST, 335.82 FEET TO THE
EASTER�Y LINE t7F TANTAU AVENUE;THENCE SOUTHERLY ALONG SAID LINE SOUTH Q°
26' 11"WEST,450.13 FEET;THENCE ALONG A TANGENT CURVE TC}THE I.EFT HAVING A
RADtUS OF 20.0(3 FEET THR�UGH A CENTRAL ANGLE OF 90°AN ARC LENGTH OF 31.42
FEET;TNENCE SOUTH$9°33'49"EAST TANGENT TO THE AFORESAID CURVE, 5A6
FEET;THENCE AT A RIGHT ANGLE TO THE LAST SAID COURSE SOUTH 0°26' 11"Vt(EST,
40 FEET;THENCE SOUTHWESTERLY AL4NG THE ARC OF A CURVE TO THE�EFT
HAVING A RADIUS OF 20 FEET, FROM A TANGENT BEARING NORTH$9°33'49"WEST,
THROUGH AN ANGLE OF�4°45'Z",AN ARC DISTANCE OF 33A7 FEET TO THE EASTERLY
L1NE O�TANTAU AVENUE;THENCE SOUTH 4° 98' S1"EAST, ALONG THE EASTERLY LINE
O�TANTAU AVENUE,43.49 FEET; THENCE�OUTH 89° 33'49"EAST,289.78 FEET TO THE
EASTERLY LINE OF SAID LOT 1;THENCE NORTH 0°26' 11"EAST,ALONG SAID EAS7ERLY
LINE, 728.99 FEET TU THE TRUE POINT OF BEGINNiNG.
PARCEL J: (APN 316-18-035)
COMMENCING AT THE INTERSECTION OF THE PROLONGAT[ON OF THE EASTERLY LINE
OF THAT CERi"ACN 19.27 ACRE TRACT CONVEYED BY JAMES E. GLENDENNING, ET A�,
TO JOSEPH G.GLENdENNING, BY DEE�QA7ED NOVEMSER 25, 1914,AND RECORDED
N�VEMBER 25, 1914 IN BOOK 423 OF DEEDS,AT PAGE 424, SANTA GLARA CC}UNTY
RECORDS, WiTH THE S�UTHER�Y �INE OF LOT 5 AS SAID LOT 5 IS SHC�WN UPON THAT
GERTAIN MAP ENTITLED,"MAP OF PARTITION OF THE GLENDENNING ESTATES IN THE
QUITO-RANCHO",WHICH MAP WAS FILED F�R RECORO IN THE OFFICE�F THE COUNTY
RECORDER O� SANTA CLARA COUNTY ON OCTOBER 24, '1884 IN BOOK"B"OF MAPS AT
PAGE 15;THENCE EASTERLY ALONG TNE SAID SOUTHERLY LINE OF L07 5, N. 89°24'
39"E. 513.56 FEET;THENCE S.0°26' 11"W.954.95 FEET; THENCE N. 67°29' 18" E. 40.7Z
FEET TO THE TRUE POINT OF BEGINNING;THENCE FROM SAID TRUE POINT OF
BEGINNING ALONG THE V1IESTERLY LINE OF SAI� 10.Q0 FJOT WlDE STRIP OF LAND, N.
0°26' 11" E. 660.07 FEET;THENCE ALONG THE ARC OF A CURVE TO THE RIGHT HAVING
A RADlUS OF 50.OQ FEE7 THROUGH A CENTRAL ANGLE OF 88°58'31"AN ARC LENGTH
OF 77.65 FEET;THENCE NORTH 89°24'42"EAST 250.94 FEET TC)A PQINT ON THE
EASTERLY LINE(JF TNE TRACT(�F LANO CONVEYED TO JOE MARCHESE, ET UX, BY
DEED RECORDED OCT08ER 5, 1944 IN BO�K 1227 OF OFFICIA�RECORDS, PAGE 30;
THENCE ALt�NG SAID EASTERLY LINE, S. 0°4$'W., 580 FEET TO THE SOUTHEASTERLY
CORNER OF SA10 LOT 4,AS SAID LOT 4 IS SHOWN UPON THAT CERTAdN MAP ENTITLED,
"MAP OF THE PARTIT(�N OF THE GLENDENNING ESTATES IN THE QUITO RANCHO",
WHICH MAP WAS FILEQ FOR RECORD iN THE OFFICE OF THE COUNTY RECORDER OF
SANTR CLARA C(aUNTY ON OCTOBER 24, 1884 IN BOOK"B"{�F MAPS, AT PAGE 95;
THENCE AL.ONG THE SOUTH-EASTERLY LINE OF SAID LOT 4, S. 67° 29' 1$"W., 320 FEET
MORE OR LESS TC)THE TRUE POINT OF BEGfNNING.
6
PARCEL K:
PARCEL ONE: (APN 316-09-0'19&-027)
A PORTION OF LOTS 4 AND 7,AS SHOWN ON THAT CERTA(N MAP ENTfTLED"MAP OF
THE PARTiT10N OF THE GLENDENNING ESTATE IN THE QU1T0 RANCHU",WHICH WAS
FILED IN THE OFFICE OF THE REGORDER t�F THE COUNTY OF SANTA CLARA, STATE OF
CAL(FORNIA ON OCTOBER 24, 1$84 IN BO�K B QF MARS, PAGE 15, DESCRIBEQ AS
FO�LOWS:
BEGINNING AT THE (NTERSECTiON OF THE NORTHER�Y LINE OF PRUNERIDGEAVENUE,
AS ESTABLISHED BY FINAL JUDGMENT OF C�N�EMNATION 1N FAVOR �F THE C[TY OF
CUPERTINO,A CERTlFIED COPY OF iNHICH WAS REC4RDED JULY 20, 1967, BOOK 7757
OFFICIAL RECt7RDS, PAGE 626, WITH THE EASTERLY L1NE OF' SAI� LOT 4; THENCE
FRt7M SACC� POINT OF BEGINNING NORTH 0° 26' 19" EAST ALONG THE EASTERLY LINE OF
SA1D LOT 4, 138.54 FEET TO THE NORTHEAST CORNER OF SA(D LOT
4 AND THE SOUTHEAST CORNER QF SAID L4T 7; THENCE NORTH 0° 12'36" EAST ALONG
THE EASTERLY LINE OF SAID LUT 7, 118.89 FEET; THEt�CE SOUTH 89° 24'42"WEST
288.33 FEET TU THE EASTERLY LINE UF TANTAU AVENUE;THENCE SOUTHERLY ALONG
SAID LINE OF TANTAU AVENUE ON THE ARC��A CURVE TO THE LEFT, FROM A
TANGENT WHICH BEARS SOUTH 11° 07' 17"WEST WITH A RAOIUS OF 562.5� FEET,
THR�UGH A GEMTRAL ANGLE OF 10°41'06" FOR AN ARC DISTANCE OF 104.90 FEET;
THENCE CONTfNUING ALC)NG SAID LINE SOUTH Q°26' 'f 1"WEST '(Q2.42 FEET AND ON A
TANGENT CURVE TO THE LEFT,W1TH A RA�IUS�F 5� FEET, THROUGH A CENTRAL
ANGLE OF 91° 01' 29" Ft)R AN ARC DISTANCE OF 79.43 FEET TO SAID NORTHERLY L1NE
OF PRUNERIDGEAVENUE; THENCE NORTH 89° 24'42" EAST ALONG SA1D UNE, 247.�5
FEET TO THE PO1NT OF BEGINNING.
PARCEL TWO. (RPN 316-09-02$}
A PORTION OF LOT 7, AS SHOWN ON THAT CERTAIN MAP ENTITLED"MAP OF THE
PARTITION OF THE GLENDENNING ESTATE tN THE QUITO RANCHO",WHICH WAS FI�ED
IN THE C)FFICE OF THE RECORDER OF THE C4UNTY OF SANTA CLARA, STATE OF
CALlFORNIA ON OCTOBER 24, 1884 IN B��K B OF MAPS, PAGE 15, DESCRIBED AS
FOLL4WS:
BEGINNiNG ON THE EASTERLY LINE OF SAID LOT 7, DISTANT THEREON NORTH 0° 12'
36° EAST 118.89 FEET FROM THE SDUTHEASTERLY CfJRNER OF SAlD LG�T 7; THENCE
SQUTH 89°24'42"WEST 288.33 FEET TO THE EASTERLY�INE OF TANTAU AVENUE;
THENCE NORTHERLY ALONG THE EASTERLY LINE OF TANTAU AVENUE, ON THE ARC OF
A CURVE TO THE RIGHT, HAVING A RADIUS OF 562.45 FEET, FRCJM A TANGENT BEARING
NORTH 11° 47' 17" EAST THROUGH AN ANGLE OF 14° 56' 08"AN ARC D[STANCE OF 146.63
FEET; THENGE AI.ONG THE ARC OF A REVERSE CURVE TO THE LEFT, HAV(NG A RADIUS
QF 637.5 FEET, THRUUGH AN ANGLE OF 19°56` 11",AN ARC DISTANCE OF 221.82 FEET
TC.7 THE WESTERLY PROLONGATIt7N OF THE NORTHERLY LINE OF TRACT 1867,
WESTWOOQ OAKS UNlT NO. 5, THE MAP OF WHICH WAS RECORDED MAY 22, 1958 IN
BOOK 93 OF MAPS, PAGES 49, 50 AND 51;
THENCE AL4NG SAID PROLONGATION NORTH 89°24' 05" EAST 181.83 FEET TO THE
EASTERLY L{NE OF SAID LOT 7; THENCE SOUTH 0° 12`36"WEST ALONG THE EASTERLY
�INE OF SA1D LOT 7, 349.59 FEET TO THE POINT OF BEGINNING.
7
EXHIBIT DA-1b
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E� I Plen
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EXHIBIT DA-1c
TAX LOCALIZATIC�N PLAN
Cc�lifor�tia SaIes attd Lise Trtx. If Owner so directs, Contractor and all Subcontractors
shall take measures to ensure that,to the fullest extent permitted by applicable la�vs and
regulatians,all sales,purchases,and uses of tai�gible personal property subject ta sales
c�r use tax are located at tl�e Site for purposes of stafe and local sales and use tax Iaw,
u=ith the objectitre of maximizing the allacation ta the City of canstructian sales and use
tax ret�enues derived from the Project. The measures taken by the Contractor or
Subcont-ractors to satisfy this provision shall be subject to O�vner's priar revie�v and
approval,and all calculations and payn�ents are subject to the audit provisions of
Section 411. Without liminng the generality of the foregoing,Con#ractar shall:
(i)obtain al.l permits and licenses necessary to maximize the City's allacation of
construction sales and use taxes derived from the Projeet,including but not limited to
California Seller's Permits,Use Tax Direct Payment Permits, and any other license or
permit necessary or desirable to maximize the City's alic�cation of sa:les and use taxes
derived from the Project;(ii}desigi�ate,and require ail Subcontractors to designate, the
Site as the place of sale of all"fixtures"fumished and/or installed as part of the Project;
(iii}designate,and require all Subcontractors to designate,the Property as the place of
use of all "materials"used in the construckion of the Project,and (iv}allocate,and
require all Subcontractors to allocate,the locat sales and use taxes derived from the
Construction Contract and all SubconEracts directly to the City. If required by Oivner,
Contractor shall establish a purchasing entity or purchasing office located in the City.
Contractar shall compiete and file,and require all Subcontractors to compiete and file,
any forrns the State Board of Equalization(the "SBCJE")requires to effect the allacation
of sales and use tax required by this Section pu.rsuanf to appticable regulations of the
SBOE,as amended or supplemented from time Eo time. If required by Ocvner,
Cantractor shall,and shall cause iis Subcontractors ta, maintain a monitoring report or
other documentation,in such detail as Oiviter may specify, tracking the amount and
categories of consi�ruction sales and use tax revenues allocated to the City under this
Section.
Iri tlzis clatcse t�se"City"anearis tlie Cit�of Cic�erfino rzncl"Site"rrzeascs flte np�roxitnately 175-
acre site i�ortttc�ec�by tlie 280 Freeway, Wolfe Rvar�,Hornestead Ror�d arid Nortlx Tc�sitc�u Av�stue,
loc,�ter�is�C�cperti�io, Cr�tifariticz,
OAK«4S16-S455-9�77��9
E�CHIBIT DA-1d
GENERAL PLAN OFFICE SPACE DEVELQPMENT ALLOCATIQNS
Development Allocation is granted as follows:
1. 87,746 sq.ft.frann the Vallco Park North Special Center and
2. 103,935 sq.ft.from 1�0,000 sc� .ft.a�railable in t�le Majar Employers allocation (companies
cvith Cupertino sales offices and corporate headquarters}
oAx n4si s-s4b5-s477�9
EXHIBIT DA-1e
CAMPUS AMENITY SPACE
Campus Arnenity Space approved for the project is as follotvs and further sha�vn in tl�e
plans that folloiv:
Structure Amenit S ace Area
Entries 112,000
Main BuiIding Area of VValkway 234,00�
in excess of 7.5 feet
Restaurant 90,oao
Outdoor Pood Stations 10,000
Transit Center 4,500
Fitness Center 89,aao
Corporate AudiEorium 120,000
ValeE Parkin Rece tion 20,000
Maintenance Buildin s 1Q,000
Securit Rece tians 7,000
Centrai Plant �O,OOQ
Phase 2-+Dffice, Testing labs/
Research and anechoic chambers 100,000
Development Restaurant 20,OOQ
Phase 2- North 12,000
Satellite Plants South 30,OQ0
TOTAL 9Q8,500
OAK�4816-8#65-9�77 v9
Planned Area Calcuiatio�
App(e Campus 2 Specific Features
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it) �uiriuor�oc�d St,at�ims
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EXI-3IBIT Df�-lc:�(P�.2)
A����cnM�us:�
tn;n,ti�„i r,:,•,=h,,.,o n.��m,.�,..,.. ��..,�n�Pn
Ma�nli�Nifi�Kj <"!�.T,�(�� $eir&BA•� l,t3b-:,s .n�Y,�ll
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f I t�a i l li . 14.,
lx�:.:Nx�i 1 '.M'v.e•.: t(.,(�,���� �iy�i�DY �� �.�
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u.u.a�u,«n.,u.....na....w.... ...u.wG..
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A'nrr.��a!nF<�.w��-e;um i.<ifuk! n�,�l�.'ntv �•��:�:>n t�
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Tn�M ].nl,ono asa,a�he x,aa�,sae
Snurc�:�astur��t'ijrt+Eers:�013
'Adrnir�i;:4raEivc:Suppart ateas lur Cai{yc}�alt:A�idituriurrt ara irx:lu�lezd in rarru:r�ity;:uc�s.
A�,�:!aity Arn.,�
Total G�oss Area: 3,7'28,000 sql't
Total Amenity Area: lt4ti,50U sqft
; t4��k�tt�i�a�4 Tt-:!ini�3(Ja!�L`�*ntr+�
Total Floar Area: 2,880�500 Sqft F�:r m.t�>r G�rcuint�e�n
f:!i�idhCf3
s� Cr�.stnurnrst
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Existing Ni>&Appl�Floor Araa: 2,B82,St9 sq t#
Proposed Appie Campus 2 Floor Araa: 2,880,500 sq ft
Tatal increase(n Ftoor Area: 19T,681 sq ft
D�velopment Area Analysis
Main Building-�lpple Carr�pus 2 Specific Features
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f'�ltac�r!'err>=a �3�1,��'>�l�
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Ameni#y Area
'Restaurant,Caf�s
����?Enirance Lqbbies,M�xzar7ir7GS,Walkways
Perimcter Cir[ul3ti�n
.'��utur�Enc�ine:ering&Testing
nmenity 15.5°/n
436,04U sf
Devetopment Area Analysis
Entr�nce Labbies, Mezzanines,and Walkways
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EXHIBIT DA-1f
IMFACT FEES
l. A�iaster Storm Drain Area Pees:
Commercial and Industrial $S,Q29/acre
2. Housing Mitigation In-Lieu Fees:
P(MI�)(per sq.ft.} $2.79*
"This amount is City's base housing mitigation in-lieu fee. As noted in Section 32 of the
Agreement,Apple has agreed to pay an Affordable Housing Contribtrtian equal to t�uice the base
in-lieu fee. Ttvs fee is caiculated on the net additional square foatage building space added b}I
the Project over the square footage of bullding space on the Property as of the Effective Date(i.e.
2,891,50Q square feet).
Ot�C��Sitr&�65-99:3 t�9
E�CHIBIT DA-1g
PRUNERIDGE AVENUE VACATION
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EXHIBIT DA-1�
EXHIBIT DA-lg
LEGAL DESCRIPTI4N
FOR: STREET VACATION
ACt that certain real property situate in the City af Cupertino,Caunty af Santa Clara,State of California,
being a portion of Pruneridge Avenue as shown on that certain Parcel Map filed for record an Octaber Q1,
1976 in Book 38Q of Ma�s at Page 49�Santa Clara Caunty Records,and being more particularly
described as follo«�s:
Beginning at the intersection of the centerline of Pruneridge Avenue(92' wide}and Tantau Avenue(?5'
wide)as shown on said Parcel Map,
Thence+vesterty along the centerline of said Pruneridge Avenue, South 84°25'11"West,37.51 feet to a
point on the southerly prolongatian of the westerly right-of-way line t�f said Tantau Avenue,and said
point also being the True Point of Beginning;
Thence northerly along said pralongation,North 04°2b'29"East,9�.12 feet to a point ofcusp;
Thence atong the northerly right of-�vay line of said Pruneridge Avenue,the fotlawing tweive{12)
courses and distances:
1. Alang a non-tangent curve to the right having a radius of 50.00 feet,and to which point a radial
line bears South S9°33'3I"East,through a central angle of 88°58'42"for an arc distance of 77.b5
feet;
2. South 89°25'I 1"West, I 14.23 feet;
3. Along a non-tangent curve to the left having a radius of 646.00 feet,and to which point a radial
line bears North OU°34'39"West,thraugh a central angle of25°1Q'49"for an arc distance of
283.78 feet;
4. Along a non-tangent curve ta the right hatifing a radius of 554.d0 feet,and to which point a radial
line bears South 25°46'00"East,through a centra!angle of 04°20'22"for an arc distance of 41.96
f�8t;
5. South O(}°12'S7"�'Vest, 1.08 feet;
6. Along a non-tangent curve to th,e right having a radius of SSS.flO feet,and to�vhich point a radial
iine bears South 21°23'16"East,through a central angte of 20°47'48"for an arc distance of
20t.45 feet;
7. South 89°25'19°'West,211.89 feei;
8. Atong a non-tangent curve io the right having a radius of SSS.Od feet,and to�vt�ich point a radial
line bears South QO°35'03"East,through a central angle of 4t°28'I2"far an arc distance of
401.70 feet;
9, North 49°06'20"V�'est,799.86 feet;
10. Atong a non-tangent curve to the left having a radius of 545.00 feet,and to wrhich point a radial
line bears North 40°53'45"East,through a central angle of 40°I 7'19"for an arc distance of
453.54 feet;
1 l. North 89°23'S3"West,40.04 feet;
12. Along a curve to the right having a radius of 60.00 feet,through a central angle of 12°S9'48"for
an arc distance of 13.b1 feet;
Thence leaving said northerly line af Pruneridge Avenue,the foilov��ing eleven{11)courses and distances:
1. South 00°35'45"VJest, 12.54 feet;
2. Along a curve ta the Ieft having a radius of 9,SQ feet,through a central angle of 89°59'38"far an
arc distance of 14.92 feet;
l:1PROJECTSiA1102Q-21DOCSiSURVEY DOCSiL.EGAL DESCRiPT/ONStPRUNERiDGE VRCATtOMiega/Description.dacx
(3ctober 14,2013
3ob No.A 11020-2
Page 2 of 2
3. Sauth 89°23'S3"Eas�,47.40 feet;
4. Aiong a curve to the right having a radius of 87.Sd feet,through a central angte of 21°59'15"foc
an arc distance of 33.58 feet;
S. South 67°24'38"East, 12.97 feet;
b. Along a curve to the left ha��ing a radius of 62.Sd feet,through a central angie of I S°55'S4"for an
arc distance of 17.38 feet to a point ofreverse curvature;
7. Along a curve to the right hauing a radius of b 12.50 feet,through a central angle of 34°14'12"for
an arc distance of 365.99 feet;
8, South 49°06'2Q"East, 205.52 feet;
9. Along a curve to the left having a radius of 173.50 feet,through a centrai angle of 22°55'}Q�'for
an arc distance of 69.40 feet to a point of reverse curvature;
l�. Along a curve to ihe right having a radius of 35.50 fset,through a central an�le of 202°5�'1Q"for
an arc dis#ance of 125.73 feet;
11. South 40°5�'4fl"West,4.00 feet to a point on the southerty right-of-way line of said Praneridge
Avenue;
Thence along said southerly line,the folIowing se�en(7)courses and distances:
l. South 49°46'2fla'East,b t 2.97 feet;
2. AIong a non-tangent curve to ihe left having a radius af 646.�0 feet,and to which paint a radial
line bears South 4(}°S3'09"VJest,through a central angle of 41°28'12"far an arc distance of
467.57 feet;
3. Nort�$9°2S'19"East,21 t.9 t feet;
4. Along a nan-tangent curve to the left having a radius of 646.00 feet,and to which point a radiai
line bears South Oa°3S2&"Fast,through a central angl�of 25°10'27"for an arc distance of
283.83 feet;
5. Along a non-tangent curve to the right having a radius of SS4.fl0 feet,and to which point a radiai
line bears North 25°44'48"West,through a central angle of 25°10'09"for an arc distance of
243.36 feet;
6. North$9°25'11"East, 110.8 i feet;
7. Atong a curve to the right having a radius of SOAO feet,through a central angle af 91°O1'18"for
an arc distance of 79.43 feet to a point of cusp on#he westerly right-of-way line of said Tantau
Avenue;
Thence northerly aiong the previously mentioned prolongation of the westerly right-of-way line of Tantau
Avenue,Not'th OQ°26'29"East,96.91 feet to the True Paint of Beginning.
Containing 4.534 f Acres.
As sho�un on EXHIBTT DA-Ig attached hereto and by this reference made a part hereof.
Legal Description prepared by Kier&Wright,Civii Engineers&Surve��ors,Itec.
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Date �� "��"t�• + r
Ryan M. Amaya LS 8134 �' �
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a CURVE TABLE:
�� � � f�Z��'�`��n \� � � CURVE RAt�tUS DELTA LENGTN
� o',��a�- 1 c� ��.00� ss°�s�4zl� �r�.s��
�-6� pR`sqsa � �'� „� C2 5�4.00' 44°20`22" 41.96"
L7 4pa p. : � � .sa. w �.
� � La � �„qS3T'fsy �;� DETA(L c� s�.ao� �2°���¢s�= 1s.s��
��gC6 `�� $4 "�� SCALE: 1"=10` CA 9.54' 89°�9`38" 'l4.92'
� -s • C5 87.5Q` 21°59'15" 33.58`
� �'34a��S0� v C� 62.50' �5°�5'�4" 'i7.38`
� (,3 9� . N 40 53'45"E�R� , o f
6S 2 . �Rw�,q�,pp'� C7 173.5� 22 55'10'` 69.40
� � CS 3�.50' 2t�2°55'1(3" 125.73`
..' ;•�;:'°' : ::: �' C9 5D.�0' 91°�'f'78" 79.43'
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LlN�TABLE: �''�a! A �'
LtNE B�ARlNG DISTANCE F �Qj. iQ'�"
L1 S 89°2�'11"'W 37.61' �/� �,�'
L2 N OD°26'29"E 95.12' �i� � a���%o01 k
L3 S 89°2�`11"V1� 114.23' � �� • O�p,�� "�
L4 S O(l°12'S7"W 1.08' ��'y��,� {�'�j� ��'�' ,���h
��Q L Atdj1 SG� L5 S 89°25`19"W 211.89' � 4�SS �
��a. � �t, G �6 N 89°23'S3"iN 4fl.Q4` � •y�10 s
G �.�4' � �'��'9� �.� �7 S�Q`35'4r3��111/ 12.�4' �j ��g�r�8•��'
= � � �.8 S 89°23��3i�E �7.40� .�� ,., p��r2„
L9 S 67°24`38"E 12.97' �;_.��.� ..v. ;����?33�%� �.,� i'
����"' 1.10 S 49°06`2Q"E 1fl5.52' '� �
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9l� �l� $t��-����� L14 N 00°26'�9"E �96.91' �b'�s?�y ; LU
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PLAT T� ACCC}MPANY L.EGAL DES�RIPT�4N DATE ocT.za�3
Ft�l�: STREET VACATIUN SCALE �„=���,
CUPERTINQ CALI�ORNIA �R'�Y SB
/� �t � KIER & VilR�GHT �o� A��oz�-�
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