Memorandum — San Jose City Council, April 18, 2023 (part 2 of 2)

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EXHIBIT 5
PDA WORK REQUIREMENTS4
[Provided separately]

4 Note to Proposers: This exhibit is provided separately in the Data Room.

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Pre-Development Agreement

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EXHIBIT 6
INITIAL DESIGNATION OF AUTHORIZED REPRESENTATIVES5

TITLE NAME OF INITIAL INDIVIDUAL
City's Representative []
Developer's Representative []

5 Note to Proposers: To be inserted prior to execution.

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Pre-Development Agreement

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EXHIBIT 7

SUBCONTRACTING
PART A: MAJOR SUBCONTRACTORS
The following table lists the Subcontracts and Subcontractors identified by the Developer as at the Effective Date.6

SUBCONTRACTOR SUBCONTRACT/

TYPE OF WORK

LICENSE TYPE AND
NO.

DBE/SBE
Name:

Address:

Phone:

6 Note to Proposers: To be completed prior to PDA execution.

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Pre-Development Agreement

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PART B: REQUIRED SUBCONTRACT PROVISIONS
The Developer must ensure that each Subcontract contains the relevant provisions listed in the below table. Each provision must be included in full, wi th the exception of minor modifications necessary to reflect the applicable party's names, and may not be included only by cross-reference to this Agreement.

AGREEMENT
CROSS-

REFERENCE

DESCRIPTION OF PROVISION
Main Body
Section 1.2 Interpretation
Section 5.2 Project Risks
Section 7.3 General Subcontracting Provisions
Section 13.4 Cooperation, Interface, and Coordination
Section 18.6 Request for Change
Article 19 Indemnity from Developer
Article 22 Termination and Expiry
Article 23 Records and Audit
Article 24 Intellectual Property and Ownership of Work Product Article 25 Confidentiality and Communications
Section 27.5 Arbitration
Article 29 Governing Law and Jurisdiction
Section 31.2 Waiver
Section 31.12 Severability
Section 31.14 Covenant Against Contingent Fees

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Pre-Development Agreement

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AGREEMENT
CROSS-

REFERENCE

DESCRIPTION OF PROVISION
N/A Any other provisions required by Applicable Law or otherwise required in this Agreement to be complied with by the Subcontractor.

N/A The Developer and the Subcontractor acknowledge and agree:
(A) All PDA Work being performed by the Subcontractor under this Subcontract shall comply with the Developer's Agreement with the City. (B) The Subcontractor shall have the same duties and obligations to the Developer with respect to its performance of its own PDA Work as the Developer has to the City under its Agreement. The City is the third-party beneficiary of the Subcontract and shall have the right to enforce all of the terms of the Subcontract for its own benefit.
(C) The Subcontractor shall make such PDA Schedule commitments, submit such PDA Schedules and scheduling information, and submit any other required information to the Developer as is necessary for the Developer to comply with its PDA Schedule and reporting commitments to the City, under the Agreement.
(D) All guarantees and warranties, express or implied, shall inure to the benefit of both the City and the Developer during the performance of the PDA Work; upon final completion of the PDA Work, such guarantees and warranties shall inure to the benefit of the City.
(E) Nothing contained in the Subcontract shall be deemed to create any privity of contract between the City and the Subcontractor, nor shall it create any duties, obligations, or liabilities on the part of the City to the Subcontractor except those required by law. In the event of any claim or dispute arising under the Subcontract or the Agreement with the City, the Subcontractor shall look only to the Developer for any payment, redress, relief, or other satisfaction.
(F) This Article does not and shall not operate to relieve the Developer of any duty or liability under the Developer's Agreement with the City, nor does it create any duty or liability on the part of the City. The Developer shall have sole responsibility for promptly settling any disputes between its Subcontractors and between the Su bcontractors and any of their Subcontractors of any tier.

Exhibits
Exhibit 8,
Section 2.2
Contractor Registration Law
Exhibit 8,
Section 2.3
Whistleblower Requirements

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Pre-Development Agreement

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AGREEMENT
CROSS-

REFERENCE

DESCRIPTION OF PROVISION
Exhibit 8,
Section 2.4
California Public Records Act
Exhibit 8,
Section 3
Federal Regulatory Requirements (as applicable)

ATTACHMENT
Pre-Development Agreement

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EXHIBIT 8

CITY CONTRACTING REQUIREMENTS AND OTHER REGULATORY REQUIREMENTS

1. CITY CONTRACTING REQUIREMENTS

1.1 City Business Tax
(a) The Developer shall comply with the San José Municipal Code Chapter 4.76 with respect to payment of the City business tax before commencing any PDA Work. (b) The Developer may contact Finance/Revenue Management at (408) 535-7055 to determine the applicable tax rate(s).

1.2 Project Labor Agreement
(a) The City and Santa Clara and San Benito Counties Building & Construction Trades Council have entered into a Project Labor Agreement ("PLA"), dated March 28, 2019. (b) The Developer shall be required to sign an "Agreement to be Bound" to the PLA, in a form substantially similar to that in Addendum A to the PLA, upon execution of the Implementation Agreement or any early works agreement for a construction package and to comply with the PLA throughout the duration of the Project (see Exhibit F or visit the City of San José Public Works Department Project Labor Agreement website at http://www.sanjoseca.gov/index.aspx?NID=6224).

2. STATE REGULATORY REQUIREMENTS

2.1 Prevailing Wages
(a) State wage requirements apply to construction work for the entire Project, including any early works agreement for a construction package, and not less than the California Department of Industrial Relations' (the "DIR") general prevailing wage rates for Santa Clara County must be paid for all construction work. Copies of the DIR's general prevailing wage rates for Santa Clara County are on file with City's Office of the City Clerk or City's Office of Equality Assurance and can be obtained from those offices and are also available from the DIR website at http://www.dir.ca.gov/. The Project is subject to compliance monitoring and enforcement by the DIR.
(b) The Developer may contact the City's Office of Equality Assurance at (408) 535-8430 regarding any questions regarding prevailing wage.
(c) This Agreement is subject to the provisions of California law regarding public works, including, but not limited to California Labor Code Sections 227, 1021, and 1720 through and including 1861, together with all applicable regulations (e.g. Title 8 California Code of Regulations, Section 16001 et seq.).
(d) This Agreement, if federally funded, is su bject to payment of prevailing wages under federal law by the Davis Bacon Act, as determined by the U.S. Department of Labor. (e) All pertinent federal and state statutes and regulations, including but not limited to those referred to above are hereby incorporated by reference into this Agreement as though set forth in their entirety.

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Pre-Development Agreement

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2.2 Contractor Registration Law
(a) This Section 2.2 applies to all contracts that require prevailing wages. (b) This Agreement is subject to the provisions of California law regarding public works, including, but not limited to the California Labor Code. Contractors and all subcontractors must be registered with DIR to be eligible to work on public works projects in accordance with California Labor Code Section 1725.5. Further, pursuant to California Labor Code Section 1725.5, no contractor or subcontractor may be awarded a contract for public works unless registered with the DIR. The Developer must ensure that its Subcontractors are properly registered with the DIR. Contractors that hire unregistered subcontractors are subject to penalties up to $10,000.
(c) A list of all registered contractors and subcontractors may be found on the DIR website so that awarding bodies and contractors will be able to comply with the requirement to only use registered contractors and subcontractors.
(d) This Agreement is subject to compliance monitoring and enforcement by the DIR.

2.3 Whistleblower Requirements
The Developer shall not adopt any rule, regula tion, or policy preventing an employee from disclosing information to a government or law enforcement agency, where the employee believes the information discloses violation or noncompliance with a State or Federal regulation; nor shall the Developer retaliate against an employee for taking such actions as set forth in the California Labor Code Section 1101 et seq.

2.4 California Public Records Act
(a) Ownership and Applicability
(i) Unless otherwise expressly provided in th is Agreement, all records, documents, drawings, plans, specifications, and all other information relating to the conduct of the City's business, including all information and documents submitted by the Developer ("Records"), shall become the exclusive property of the City. (ii) The City's use and disclosure of Records is governed by California Government Code Section 6250 et seq. (the "California Public Records Act" or "CPRA"). (iii) Records are subject to the CPRA and therefore are public records subject to disclosure under the CPRA. Records may only be withheld pursuant to a qualifying exemption as specified in the CPRA. As required by CPRA section 6253.3, the City at its discretion shall make the ultimate decision as to whether or not any Records qualify for an exemption from release pursuant to the CPRA. (iv) The City will not be obligated to advise the Developer as to the nature or content of Records that may qualify for a legal exemption from disclosure under the CPRA. (b) Developer Assertion of a Qualifying Exemption Pursuant to CPRA (i) If the Developer considers that any Reco rds qualify for a legal exemption from disclosure pursuant to the CPRA, the Developer may clearly and conspicuously mark all such information as "CPRA Exempt". Blanket or categorical redactions or statements of confidentiality, or the marking of each page of a Record as "CPRA

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Exempt" are not appropriate, and will not serve as a basis for the City to consider withholding the Record.
(ii) To help facilitate the City's review of Records for CPRA compliance purposes, the Developer may submit a separate copy of each Record to the City with redactions to information that the Developer considers qualify for an exemption from disclosure specified in the CPRA, as contemplated in, and subject to the limitations described in, this Section 2.4.
(c) City Disclosure of Records
(i) If the City receives a CPRA request for all or a part of any Records that the Developer has marked "CPRA Exempt" in accordance with Section 2.4(b), the City may:
(A) determine that it will disclose all or a part of the requested Records to the requestor, in which case: (x) before disclosing Records in response to said request, the City will use reasonable efforts to inform the Developer of its intention to provide such Records; and (y) if the Developer wishes to prevent disclosure of the requested Records, the Developer may independently pursue legal action to obtain a court order enjoining the disclosure of the requested Records, in which event, the City will at its sole discretion decide what legal action, if any, the City will pursue in the context of the Developer's legal action; or
(B) determine that it will withhold all or a part of the requested Records, in which case the requestor may pursue legal action to obtain a court order determining the requested Records are not exempt from disclosure under the CPRA, in which event, the City will at its sole discretion decide what legal action, if any, the City will pursue regarding the requestor's legal action.
(ii) The Developer is hereby placed on notice that the City considers pricing information submitted with any Implementation Proposal or included in a Subcontract, wage information, and labor information submitted to the City, including any US Employment Plan or US Employment Plan quarterly reports (collectively "Price and Wage Information "), to be public records that are subject to disclosure under the CPRA. Upon receipt of a CPRA request for any Price and Wage Information, the City will immediately make such information available, regardless of any marking of "CPRA Exempt" by the Developer. (d) Confidential Review by Court
Notwithstanding anything to the contrary in this Section 2.4, the Developer authorizes the City to file or lodge any Records with the California Superior Court or any other court of competent jurisdiction for confidential (in camera) judicial review.

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Pre-Development Agreement

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3. FEDERAL REGULATORY REQUIREMENTS

3.1 Airport-Specific Provisions
(a) Title VI
In accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 USC §§ 2000d to 2000d-4) and the applicable regulations, the Developer shall afford disadvantaged business enterprises full and fair opportunity to bid on the PDA Work and Implementation Work and persons will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. (b) Federal Fair Labor Standards Act
(i) This Agreement is subject to the provisions of 29 CFR part 201, the Federal Fair Labor Standards Act (" FLSA"), and such provisions are hereby incorporated by reference into this Agreement as though set forth in their entirety. The FLSA sets minimum wage, overtime pay, recordkeeping, and child labor standards for full and part-time workers.
(ii) The Developer has full responsibility for monitoring compliance with the applicable requirements of the FLSA.
(iii) The Developer shall address any claims or disputes that arise from the requirements set out in this Section 3.1(b) directly with the U.S. Department of Labor – Wage and Hour Division.
(c) Occupational Safety and Health Act Of 1970
(i) This Agreement is subject to the provisions of 29 CFR Part 1910 (Occupational Safety and Health Act of 1970), and such provisions are hereby incorporated by reference into this Agreement as though set forth in their entirety. The Developer must provide a work environment that is free from recognized hazards that may cause death or serious physical harm to any employee.
(ii) The Developer has full responsibility for monitoring compliance and its Subcontractor's compliance with the applicable requirements of 20 CFR Part 1910. (iii) The Developer shall address any claims or disputes that arise from the requirements set out in this Section 3.1(c) directly with the U.S. Department of Labor – Occupational Safety and Health Administration.
(d) Federal Aviation Administration Advisory Circulars
The Developer must perform all PDA Work in compliance and in conformance with all applicable and appropriate Federal Aviation Administration Advisory Circulars ("FAA AC") including, but not limited, to FAA AC 150/5370-10 "Standards for Specifying Construction of Airports".

3.2 Other Federal Requirements
7 7 Note to Proposers: Any applicable federal provisions will be incorporated under the Validation Amendment.

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Pre-Development Agreement

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EXHIBIT 9

REQUIRED INSURANCE FOR PDA WORK
The requirements in this Exhibit 9 may be amended for subsequent PDA Phases and incorporated in the Validation Amendment or other Modification.
(a) Workers' Compensation and Employer's Liability
Minimum Limits Principal Cover
Workers' Compensation limits as required by the
California Labor Code and Employers Liability
limits of $1,000,000 per accident
Workers' Compensation insurance as required by
the California Labor Code and Employer's Liability
insurance
The Workers' Compensation and Employer's
Liability insurance coverages shall include the
waivers required by Section 20.2(h) ( Waivers of
Subrogation) of the Agreement
Period of Cover: PDA Phase
Named Insureds: Developer and its Subcontractors, unless the Developer has obtained separate certificates and endorsements for each Subcontractor

(b) Commercial Automobile Insurance
Minimum Limits Principal Cover
$1,000,000 combined single limit per accident
for bodily injury and property damage
The coverage provided by Insurance Services
Office Form Number CA 0001 covering Automobile
Liability. Coverage shall be included for all owned,
non-owned and hired automobiles
The Workers' Compensation and Employer's
Liability insurance coverages shall include the
waivers required by Section 20.2(h) ( Waivers of
Subrogation) of the Agreement
Period of Cover: PDA Phase
Named Insureds: Developer and its Subcontractors, unless the Developer has obtained separate certificates and endorsements for each Subcontractor
Additional Insured: The City and each other Indemnified Party in respect of: liability arising out of activities performed by or on behalf of, the Deve loper; products and completed operations of the Developer; premises owned, leased or used by the Developer; and automobiles owned, leased, hired

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Pre-Development Agreement

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or borrowed by the Developer. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, employees, and agents

(c) Commercial General Liability
Minimum Limits Principal Cover
$1,000,000 per occurrence for bodily injury,
personal injury and property damage. If
Commercial Liability Insurance or other form
with a general aggregate limit is used, either
the general aggregate limit shall apply
separately to this project/location or the
general aggregate limit shall be twice the
required occurrence limit
The coverage provided by Insurance Services Office
Commercial General Liability coverage
("occurrence") Form Number CG 0001
The Workers' Compensation and Employer's
Liability insurance coverages shall include the
waivers required by Section 20.2(h) ( Waivers of
Subrogation) of the Agreement
Period of Cover: PDA Phase
Named Insureds: Developer and its Subcontractors, unless the Developer has obtained separate certificates and endorsements for each Subcontractor
Additional Insureds: The City and each other Indemnified Party in respect of: liability arising out of activities performed by or on behalf of, the De veloper; products and completed operations of the Developer; premises owned, leased or used by the Developer; and automobiles owned, leased, hired or borrowed by the Developer. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, employees, and agents

(d) Professional Liability Errors and Omissions
Minimum Limits Principal Cover
$1,000,000 per claim and $2,000,000
aggregate
Professional Liability Errors and Omissions
insurance for all professional services rendered
Period of Cover: PDA Phase
Named Insureds: Developer and its Subcontractors, unless the Developer has obtained separate certificates and endorsements for each Subcontractor

(e) Excess Liability Insurance
Any minimum limit requirement may be met with any combination of primary and excess coverage so long as the excess coverage is written on a "follow form" or umbrella basis.

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Pre-Development Agreement

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EXHIBIT 10

REQUIRED FORMS AND PRESCRIBED CERTIFICATIONS
PART A: REQUIRED FORMS

PERFORMANCE BOND
TBD (RFP No.)
TBD (Solicitation Title)
WHEREAS the City of San José (the "City") has awarded to ___________________________________ ("Principal"), Contract No TBD (RFP No.), TBD (Solicitation Title) (the "Contract"); and WHEREAS Principal is required under the terms of the Contract to furnish a Bond for the faithful performance of the Contract.

NOW, THEREFORE, we __________________________________________, as Principal, and __________________________________________________, (" Surety"), as Surety, are held and firmly bound unto the City in the sum of ____________________________________ Dollars ($__________________________), this amount being not less than []8 in lawful money of the United States of America, for payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors, and assigns, jo intly and severably, firmly by these presents. In case suit is brought upon this Bond, Surety shall pay reasonable attorneys' fees to the City in an amount to be fixed by the court.

The condition of this obligation is such that, if the hereby-bonded Principal or its heirs, executors, administrators, successors, assigns, or Subcontractors shall in all things stand to and abide by and well and truly keep and perform all the undertakings, term s, covenants, conditions, and agreements in the Contract and any alteration thereof, made as therein provided, all within the time and in the manner therein designated and in all respects according to their true intent and meaning, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect.

Further, Surety, for value received, hereby stipulat es and agrees that no change, extension of time, alteration, or modification of the Contract, or of the Work to be performed there under, shall in any way affect its obligations under this Bond, and it does hereby waive notice of any such change, extension of time, alteration, or modification of the Contract or of the Work to be performed there under.

8 Note to Proposer: During PDA Phase 1, to be in the amount specified in Section 13.6(a)(i) of the PDA; during PDA Phase 2 and PDA Phase 3, to be the relevant amount determined by the Parties during PDA Phase 1 and incorporated in any Validation Amendment.

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Pre-Development Agreement

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IN WITNESS WHEREOF, three identical counterparts of this instrument, each of which shall for all purposes be deemed an original hereof, have been duly executed by Principal and Surety named herein, on the _____________ day of _________________ 20__, th e name and corporate seal of each corporate party being hereto affixed and these presen ts duly signed by its undersigned representative pursuant to authority of its governing body.

By:

By: __________________________________
(Principal)
__________________________________
By: __________________________________
(Surety)
__________________________________
By: __________________________________

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Pre-Development Agreement

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PART B: PRESCRIBED CERTIFICATIONS
In accordance with Section 9.1 (Compliance) of the Agreement, additional certifications may be required as a result of state and/or federal funding or financ ing requirements and will be incorporated into this Exhibit 10 by way of a Modification.

1. ETHICS DECLARATION
Instructions:

Complete this form for the Developer and each Subcontractor for the Implementation Work identified in the Implementation Proposal (executed by the authorized representative of the Developer and relevant Subcontractor).
______________________________________________________________________________ DEVELOPER:________________________
SUBCONTRACTOR:____________________
A. The following questions in Section D below are designed to ensure contractors, subcontractors and the City are able to comply with their obliga tions to avoid conflict of interest issues. Your company, including all parents, subsidiaries, affiliates, and "otherwise related business entities", as that term is defined in 2 California Code of Regulations 18438.5(b)(2), (collectively, "Declarant Company") should make or cause to be made a reasonably diligent investigation prior to responding to the questions in Sectio n D to ensure the responses are correct and a person legally authorized to act for or on behalf of the Declarant Company (" Authorized Representative") signs below where indicated.

The Authorized Representative is responding on behalf of Declarant Company that Declarant Company has been designated to perform the work requested in the solicitation.

An affirmative response to any of the questions in Section D will not automatically cause Declarant Company to be disqualified. However, failure to answer the questions in good faith or providing material false answers may subject Declarant Company to consequences up to and including disqualification of its Implementation Proposal.

For questions related to this Ethics Declaration, please contact the City in accordance with the communication protocols established pursuant to Article 14 of the Agreement.

B. State the name(s) of your company, and all pare nts, subsidiaries, affiliates, and "otherwise related business entities" comprising the Declarant Company. If none, circle "none" under each category below:

Name of parent: _______________________/ (none)
Name of subsidiaries (use additional sheet if necessary): _______________________/ (none) Name of affiliates (use additional sheet if necessary): _______________________/ (none) Name of "otherwise related business entities" (use additional sheet if necessary):
_______________________/ (none)
C. For the purposes of this Ethics Declaration, the term "Employee(s)" shall be defined as employees, officers, shareholders, partners, owners, or directors of the Declarant Company.

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Pre-Development Agreement

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For the purposes of this Ethics Declaration, the term "City designated employee" shall have the meaning as defined in Chapter 12.10 of the City’s Municipal Code.

D. Please answer the following questions:

Questions Yes/No

1. In the past 12 months, has any Employee been a City officer or City designated employee?

2. Is any Employee related to any City officer or City designated employee?

3. Is any Employee presently a City officer or City designated employee?

4. Do any City officers or City designated employees own any stock in the Declarant Company?

5. In the past 12 months, has any Employee given any gifts to a City officer or City designated employee?

6. Does the Declarant Company now employ as a lobbyist, or intend to employ as a lobbyist, any City officer or City designated employee in the past 12 months?

7. Intentionally omitted.

8. Did any Employee perform work within the last 3 years relating to the Project or the work contemplated to be performed under the Agreement, including (a) the development of the Technical Requirements or any other specifications, or (b) earlier phases of the Project or work to be provided under the Agreement?

9. Are you aware of any other relevant facts relating to past, present, or planned interest(s) of the Developer's team (including the Developer, Subcontractors, Affiliates of those Persons, and their resp ective chief executives, directors, and other personnel intended to be assigned to the Project) which may result, or could be viewed as, an organizational conflict of interest pursuant to Applicable Law, including a re-disclosure of any organizational conflict of interest that the Developer previously disclosed.

10. If you answered "yes" to any of questions 1 through 9 above, provide, on a separate sheet, a detailed explanation of the facts and circumstances that give rise to the answer "yes". This explanation shall contain all relevant facts and information. This explanation shall include names, dates, facts, amounts, and anything else necessary for a thorough response. Each explanation shall identify which of the 9 questions it is responding to and a separate explanation for each "yes" response is required.

E. By signing this Ethics Declaration, the Declarant Company attests that: (1) it has read, understands, and shall abide by the "Procurement and Contract Process Integrity and Conflict of Interest", Section 7 of the Consolidated Open Government and Ethics Provisions adopted on August 26, 2014 (the "Policy"), Chapter 12.10 of the City's Municipal Code ("Chapter 12.10") and other applicable conflicts of interest restrictions under Applicable Law; and (2) the Declarant Company's consultants and subcontractors proposed by Declarant Company (if any) to perform any Implementation Work under the Implementa tion Agreement have or will promptly upon

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Declarant Company's hiring of those persons, read and abide by Policy, Chapter 12.10 and other applicable conflicts of interest restrictions under Applicable Law.

DECLARATION:

I, ______________________________[ insert name of authorized representative ], on behalf of ________________________________[insert name of Declarant Company], declare that after having made or caused to be made a reasonably diligent investigation both regarding the Declarant Company, the foregoing responses, and the explanation on the attached sheet(s), if any, in response to Question 10, are correct to the best of my knowledge and belief. Further, I understand that failure to answer the questions in good faith or providing material fa lse answers may subject the Declarant Company to consequences up to and including rejection of its Implementation Proposal. _______________________ Signature of authorized representative

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Pre-Development Agreement

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2. GENERAL CERTIFICATIONS
Instructions:

Complete this form for the Developer (executed by the authorized representative of the Developer).

If the Developer is a joint venture, consortium or partnership, then complete a form for each member (executed by the authorized representative).
______________________________________________________________________________ DEVELOPER:________________________
The Developer shall respond either "Yes" or "No" to each of the following where indicated. If the Developer's response is "No", a full explanation shall be provided in the space following the last item.

1.0 CERTIFICATE OF NONDISCRIMINATION Yes ☐ No ☐
The Developer certifies: that it does not unlawfu lly discriminate against any employee or applicant for employment with regard to race, sex, color, religion, ancestry, national origin, marital status, sexual orientation, actual or perceived gender identity age (over 40), or disability (including AIDS, and cancer-related medical condition); that it is in compliance with all applicable Federal, state, and local directives and executive orders regarding nondiscrimination in employment; and that it agrees to pursue positively and aggressively the prin ciple of equal opportunity in employment. The Developer and its Subcontractors for the Implementation Work identified in the Implementation Proposal shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code § 12900 et seq.) and the applicable regulations promulgated thereunder. The Developer agrees specifically to adhere to the following:
(a) Establish and observe employment policies that actively promote opportunities for minority persons and women at all job levels.
(b) Communicate this policy to all company employees, outside recruiting services, especially those serving minority communities and women, and minority communities and women at large. (c) State in all solicitations or advertisements for employees that the Developer will consider all qualified applicants for employment without rega rd to race, sex, color, religion, ancestry, national origin, marital status, age (over 40), or disability (including AIDS, and cancer-related medical condition).

2.0 AFFIRMATIVE ACTION Yes ☐ No ☐
The Developer certifies that it and those subcontractors with subcontracts in excess of ten thousand dollars ($10,000.00) are maintaining Affirmative Action Programs consistent with those required under Federal Executive Order 11246. The detailed requirements are set forth in the Contract Compliance Manual.

3.0 WHISTLEBLOWER RE QUIREMENTS Yes ☐ No ☐
The Developer certifies that it will take no action, or adopt any rule, regulation or policy which is contrary to the provisions set forth in California Labor Code § 1101 et seq.

A full explanation of all "No" answers shall be provided below.

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The Developer hereby declares under the penalty of perjury under the laws of the State of California that the certifications made above in No. 1.0-3.0 and the explanation given for any "No" answers are true and correct.

Executed on ____________[insert date] at _____________ [insert City], _____________ [insert State] _______________________________________________ Name and title _______________________________________________ Signature of authorized representative

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Pre-Development Agreement

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3. CERTIFICATION OF PROSPECTIVE CONTRACTOR REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLU NTARY EXCLUSION – PRIMARY COVERED

TRANSACTIONS
Instructions:

Complete this form for the Developer (executed by the authorized representative of the Developer).

If the Developer is a joint venture, consortium or partnership, then complete a form for each member (executed by the authorized representative).

See the instructions for completion in the se ction below entitled "CONTRACTOR DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION".
______________________________________________________________________________ Choose one alternative with an "X" in the box:
☐ The Developer certifies to the best of its knowledge and belief, that it:
(1) Is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; (2) Has not within a three-year period preceding th is Implementation Proposal been convicted of or had a civil judgment rendered against it for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or Local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission or embezzlement, theft, forgery, brib ery, falsification or destruction of records, making false statements, or receiving stolen property;
(3) Is not presently indicted for or otherwise crimin ally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (2) of this certification; and
(4) Has not within a three-year period preceding this Implementation Proposal had one or more public transactions (Federal, State or local) terminated for cause or default.

OR
☐ The Developer is unable to certify to all of the st atements in this certification, and attaches its explanation to this certification. (In explanation, certify to those statements that can be certified to and explain those that cannot.)
The Developer certifies or affirms the truthfulness and accuracy of the contents of the statements submitted on or with this certification and understands that the provisions of Title 31 USC § 3801 are applicable thereto.

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DEVELOPER: ______________________________________
Executed on________________(Date), at ______________________________ (City, State) Name of authorized representative: ______________________________________ Signature of authorized representative: ______________________________________ Title of authorized representative:
______________________________________

ATTACHMENT
Pre-Development Agreement

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CONTRACTOR DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION Pursuant to 2 CFR Part 1200 and 2 CFR Part 180, to confirm the eligibility of the Bidder/Proposer (for the avoidance of doubt, this shall include the De veloper in providing the City the Implementation Proposal) or any covered subcontractor to contract with the City, Bidder/Proposer shall complete and submit with the bid/proposal the Certificate entitled "Certification of Prospective Contractor Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion", and comply with subsection 2 below related to each lower tier covered transaction.
(1) Instructions for Bidder/Proposers Certification – Primary Covered Transactions A. In addition to signing and submitting this bid/proposal, the Bidder/Proposer (also referred to as "prospective primary participant") shall also provide the Certificate entitled "Certification of Prospective Contractor Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Primary Covered Transactions".

B. The inability of a person to provide the subject certification will not necessarily result in denial of participation in this Contract (also referred to as "primary covered transaction" or "covered transaction" or "Implementation Agreement"). The Bidder/Proposer shall submit an explanation of why it cannot provide the subject certificatio n. The certification or explanation will be considered in whether or not to enter into this Contract. Failure of the Bidder/Proposer to furnish a certification or an explanation shall disqualify the Bidder/Proposer from participation of this Contract.

C. This certification is a material representation of fact upon which the City will rely when the City determines whether to enter into the Contract. If it is later determined that the Bidder/Proposer knowingly rendered an erroneous certification, the City may terminate the Contract for cause or default in addition to other remedies available to the City.

D. The Bidder/Proposer shall provide immediate written notice to the City if at any time the Bidder/Proposer learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

E. The terms covered transaction (or as used herein "the Contract" or "Implementation Agreement"), debarred, suspended, ineligible, lower tier covered transaction (or as used herein "Subcontract" including a subcontract with a supplier), participant (or as used herein "Bidder/Proposer"), person, primary covered transaction (or as used herein "the Contract", "Implementation Agreement" or "Prime Contract") , principal, bid/proposal (or as used herein "Bid/Proposal" or "Implementation Proposal") and voluntarily excluded, as used in this Section, have the meanings set out in the Definitions and Coverage sections of the rules implementing Executive Order 12549. The Bidder/Proposer may contact the City for assistance in obtaining a copy of those regulations.

F. The Bidder/Proposer agrees by submitting this bid/proposal that, should the Contract be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under 48 CFR Part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the City.

G. The Bidder/Proposer further agrees by submitting this bid/proposal that it will include subsection 2 of this section and the certification titled "Certification of Prospective Lower Tier Participant Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions," provided by the City in the Bid/Proposal Forms without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.

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Pre-Development Agreement

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H. The Bidder/Proposer may rely upon a certificatio n of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR Part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. Th e Bidder/Proposer may decide the methods and frequency by which it determines the eligibility of its principals. The Bidder/Proposer may, but is not required to, check the records maintained by the federal System for Award Management (SAM).

I. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this Section. The knowledge and information of the Bidder/Proposer is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

J. Except for transactions authorized under paragr aph F of this subsection, if a Bidder/Proposer knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR Part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the City, the City may terminate this transaction for cause or default. (2) Instructions for Prime to Require of Sub-contractors Certification – Lower Tier Covered Transactions
A. By signing and submitting its lower tier bid/proposal, the prospective lower tier participant shall provide the certification in the Bid/Proposal Form entitled "Certification of Prospective Lower Tier Participant Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion".

B. The certification in this subsection is a material representation of fact upon which the City will rely when the City enters into the Contract. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the City, the City may pursue av ailable remedies, including suspension and/or debarment.

C. The prospective lower tier participant shall provide immediate written notice to the Bidder/Proposer if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances.

D. The terms covered transaction (or as used herein "the Contract" or "Implementation Agreement"), debarred, suspended, ineligible, lower tier covered transaction (or as used herein "Subcontract," including a subcontract with a Supplier), participant (or as used herein "Bidder/Proposer"), person, primary covered transaction (or as used herein "Contract" or "Prime Contract" or "PDA"), principal, bid/proposal, and voluntarily excluded, as used in this section, have the meaning set out in the Definitions an d Coverage sections of rules implementing Executive Order 12549. The prospective lower tier participant may contact the Bidder/Proposer for assistance in obtaining a copy of those regulations.

E. The prospective lower tier participant agrees by submitting its bid/proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under 48 CFR Part 9, subpart

9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this Contract, unless authorized by the City.

F. The prospective lower tier participant further agrees by submitting its bid/proposal that it will include this subsection 2 and the certificatio n titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions," provided

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by the City in the Bid/Proposal Forms without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.

G. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR Part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from covered transactions, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the records maintained by the federal System for Award Management (SAM).

H. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this section. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

I. Except for transactions authorized under paragraph E of this subsection, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR Part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the City, the City may pursue available remedies, including suspension and/or debarment.

ATTACHMENT
Pre-Development Agreement

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4. CERTIFICATION OF PROSPECTIVE CONTRACTOR REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION – LOWER TIER COVERED

TRANSACTIONS
Instructions:

Complete this form for each Subcontractor for the Implementation Work listed in the Implementation Proposal that will enter into a subcontract exceeding $100,000.00 in value (executed by the authorized representative of the Subcontractor).

If the Subcontractor is a joint venture, consortium or partnership, then complete a form for each member (executed by the authorized representative).

OR
☐ The prospective lower tier participant is unable to certify that neither it nor its principals is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded and attaches its explanation to this certification.

The prospective lower tier participant certifies or a ffirms the truthfulness and accuracy of the contents of the statements submitted on or with this certification and understands that the provisions of Title 31 USC § 3801 are applicable thereto.

PROSPECTIVE LOWER TIER PARTICIPANT: ___________________________________ Executed on________________(Date), at ______________________________ (City, State) Name of authorized representative: ______________________________________ Signature of authorized representative: ____________________________________ Title of authorized representative: ______________________________________

ATTACHMENT
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CONTRACTOR DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION (1) Instructions for Certification – Lower Tier Covered Transactions A. By signing and submitting its lower tier bid/proposal, the prospective lower tier participant shall provide the certification in the Bid/Proposal Form entitled "Certification of Prospective Lower Tier Participant Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions".

D. The terms covered transaction (or as used herein "the Contract" or "Implementation Agreement"), debarred, suspended, ineligible, lower tier covered transaction (or as used herein "Subcontract", including a subcontract with a Supplier), participant (or as used herein "Bidder/Proposer"), person, primary covered transaction (or as used herein "Contract" or "Prime Contract" or "Implementation Agreement"), principal, bid/proposal, and voluntarily excluded, as used in this section, have the meaning set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. The prospective lower tier participant may contact the Bidder/Proposer for assistance in obtaining a copy of those regulations.

9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this Contract, unless authorized by the City.

F. The prospective lower tier participant further agrees by submitting its bid/proposal that it will include this subsection 1 and the Certification (in the Bid/Proposal Forms) titled "Certification of Prospective Lower Tier Participant Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.

H. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this Section. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

I. Except for transactions authorized under paragraph E of this subsection, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is

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proposed for debarment under 48 CFR Part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the City, the City may pursue available remedies, including suspension and/or debarment.

ATTACHMENT
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5. CERTIFICATION OF COMPLIANCE WITH FEDERAL LOBBYING REQUIREMENTS (49 CFR PART 20)
Instructions:

Complete this form for the Developer (executed by the authorized representative of the Developer). ____________________________________________________________________________

CERTIFICATION OF COMPLIANCE WITH FEDERAL LOBBYING REQUIREMENTS (49 CFR PART 20)
The __________________ (Developer) certifies to the best of its knowledge and belief that:
(1) No federally appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency; a member of Congress, an officer or employee of Congress, an employee of a member of Congress; or any Board member or employee of the City in connection with the awarding of any federal contract; any federally funded contract; or the making of any federal grant, the making of any federal loan, the entering into of any cooperat ive agreement, or the extension, continuation, renewal, amendment or modification of any federal contract, federally funded contract grant, loan or cooperative agreement.
(2) If any funds other than federal appropriated fund s have been paid or will be paid to any person for making lobbying contacts, or influencing or attempting to influence; an officer or employee of any agency; a member of Congress; an office r or employee of Congress; an employee of a member of Congress or a Board member or employee of the City in connection with this federally funded contract, grant, loan, or cooperative agreement, the undersigned shall register and comply with all federal disclosure requirements.
(3) The undersigned shall require that the language of this certification be included in the solicitation and award documents for all subawards at all ti ers including but not limited to subcontracts, subgrants and contracts under grants, loans and cooperative agreements and that all subrecipients shall certify and disclose accordingly.
(4) This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Title 31 USC § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any offeror who fails to file the required certification shall be subject to a civil penalty of not less than $10,000.00 and not more than $100,000.00 for each such failure.

Executed on________________(Date), at ______________________________ (City, State) Name of authorized representative: ______________________________________ Signature of authorized representative: ____________________________________ Title of authorized representative: ______________________________________

ATTACHMENT
Pre-Development Agreement

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6. CERTIFICATE OF COMPLIANCE WITH 49 CFR PART 655, PREVENTION OF ALCOHOL

MISUSE AND PROHIBITED DRUG USE IN TRANSIT OPERATIONS
Instructions:

Complete this form for the Developer (executed by the authorized representative of the Developer). ____________________________________________________________________________ CERTIFICATE OF COMPLIANCE WITH 49 CFR PART 655, PREVENTION OF ALCOHOL MISUSE

AND PROHIBITED DRUG USE IN TRANSIT OPERATIONS
The Developer hereby certifies that:

A. Safety Sensitive Functions Requirement
(Choose one of the following alternatives by checking the appropriate box)

1. ☐
To the best of my knowledge and belief the Implementation Work required under the Implementation Agreement WILL NOT requir e the performance of "Safety Sensitive Functions" as defined in 49 CFR Part 655.

2. ☐
To the best of my knowledge and belief the Implementation Work required under the Implementation Agreement WILL require the performance of "Safety Sensitive Functions" as defined in 49 CFR Part 655.

If alternative A.1 was chosen, the Developer shall proceed directly to Section D.

If alternative A.2 was chosen, the Developer must complete Section B, parts 1 and 2, and Section C, prior to proceeding to Section D.

B. Required Drug and Alcohol Programs

1. Anti-drug Use and Alcohol Misuse Program
(Choose one of the following alternatives by checking the appropriate box) a. ☐ The Developer has established and implemented an anti-drug use and alcohol misuse program meeting the requirements on 49 CFR 655.

OR
b. ☐
The Developer will establish and implement an anti-drug use and alcohol misuse program meeting the requirements on 49 CFR 655 prior to award of the Implementation Agreement.

2. Drug and Alcohol Testing Program
(Choose one of the following alternatives by checking the appropriate box) a. ☐ The Developer has established and implemented a drug and alcohol testing program that complies with 49 CFR Part 655.

OR
b. ☐ The Developer will establish and implement a drug and alcohol testing program that will comply with 49 CFR Part 655 prior to award of the Implementation Agreement.

ATTACHMENT
Pre-Development Agreement

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C. Submittals
If the Developer checked the box for Section A.2 above, the Developer understands and acknowledges that it must submit (1) its anti-drug use and alcohol misuse program and (2) its drug and alcohol testing program to the City for review and approval prior to award of the Implementation Agreement.

Developer Initials ______
D. Signatures
Developer Name: ____________________________
Name and Title of authorized representative: ____________________________ Signature of authorized representative: ____________________________ Date: ____________________________

ATTACHMENT
Pre-Development Agreement

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7. IRAN CONTRACTING CERTIFICATION
Instructions:

Complete this form for the Developer (executed by the authorized representative of the Developer) and each Equity Member (executed by their authorized representative). ____________________________________________________________________________

IRAN CONTRACTING CERTIFICATION
Section 2200 et seq. of the California Public Contract Code prohibits a person from submitting a bid for a contract with a public entity for goods and services of $1,000,000.00 or more if that person is identified on a list created by the Department of General Services (DGS) pursuant to Section 2203(b) of the California Public Contract Code. The list will include persons providing goods or services of $20,000,000.00 or more in the energy sector of Iran and financial institutions that extend $20,000,000.00 or more in credit to a person that will use the credit to provide goods or services in the energy sector in Iran. DGS is required to provide noti fication to each person that it intends to include on the list at least 90 days before adding the person to the list.

In accordance with Section 2204 of the California Public Contract Code, the undersigned hereby certifies that:
(1) It is not identified on a list created pursuant to Section 2203(b) of the California Public Contract Code as a person engaging in investment activities in Iran described in Section 2202.5(a), or as a person described in Section 2202.5(b), as applicable; or (2) It is on such a list but has received permission pursuant to Section 2203(c) or (d) to submit the Implementation Proposal to carry out the Implementation Work, which shall include developer a proposed transit connection between the San José Mineta International Airport and Diridon Station in Downtown San José.

Note: Providing a false certification may result in civil penalties and sanctions.

Developer or Equity Member Name: ____________________________ Name and Title of authorized representative: ____________________________ Signature of authorized representative: ____________________________ Date: ____________________________

ATTACHMENT
Pre-Development Agreement

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8. BUY AMERICA CERTIFICATION
Complete for the Developer (executed by the authorized representative of the Developer). ____________________________________________________________________________

BUY AMERICA CERTIFICATION
The undersigned Developer hereby certifies, on behalf of itself and all Subcontractors identified in the Implementation Proposal, the following:

The Developer agrees to comply with 49 U.S.C. 5323(j) and 49 C.F.R. part 661, which provide that Federal funds may not be obligated unless all steel, iron, and manufactured products used in FTA funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 C.F.R. § 661.7. Separate requirements for rolling stock are set out at 49 U.S.C. 5323(j)(2)(C) and 49 C.F.R. § 661.11.

The Developer must submit to the City the appropriate Buy America certification below with its Implementation Proposal. Bids or offers that are not accompanied by a completed Buy America certification will be rejected as nonresponsive.

In accordance with 49 C.F.R. § 661.6, for th e procurement of steel, iron or manufactured products, use the certifications below.
(1) Certificate of Compliance with Buy America Requirements The Developer hereby certifies that it will comply with the requirements of 49 U.S.C. 5323(j)(1), and the applicable regulations in 49 C.F.R. part 661.

Date: _____________________________________________________________________ Signature: _________________________________________________________________ Company: _________________________________________________________________ Name: ____________________________________________________________________ Title: _____________________________________________________________________ (2) Certificate of Non-Compliance with Buy America Requirements The Developer hereby certifies that it cannot comply with the requirements of 49 U.S.C. 5323(j), but it may qualify for an exception to the requirement pursuant to 49 U.S.C. 5323(j)(2), as amended, and the applicable regulations in 49 C.F.R. § 661.7.

ATTACHMENT
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In accordance with 49 C.F.R. § 661.12, for the procurement of rolling stock (including train control, communication, and traction power equipment) use the following certifications:
(1) Certificate of Compliance with Buy America Rolling Stock Requirements The Developer hereby certifies that it will comply with the requirements of 49 U.S.C. 5323(j), and the applicable regulations of 49 C.F.R. § 661.11.

Date: _____________________________________________________________________ Signature: ___________________________________________________________________ Company: ___________________________________________________________________ Name: ______________________________________________________________________ Title: ________________________________________________________________________ (2) Certificate of Non-Compliance with Buy America Rolling Stock Requirements The Developer hereby certifies that it cannot comply with the requirements of 49 U.S.C.5323(j), but may qualify for an exception to the requirement consistent with 49 U.S.C. 5323(j)(2)(C), and the applicable regulations in 49 C.F.R. § 661.7.

Date: ________________________________________________________________________ Signature: ____________________________________________________________________ Company: ____________________________________________________________________ Name: _______________________________________________________________________ Title: _________________________________________________________________________

ATTACHMENT
Pre-Development Agreement

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9. PROPOSED SUBCONTRACTORS AND SUPPLIERS LIST AND ASSOCIATED FORMS SUBCONTRACTOR LISTING FORM – IMPLEMENTATION WORK

TO BE COMPLETED BY DEVELOPER ONLY
The Developer is requested to list each first-tier Subcontractor allocated to perform Implementation Work, to the extent they will perform work or labor or render service to the Developer in or about the cons truction of the work or improvement, and any Subcontractor licensed by the State of California who specially fabricates and installs a portio n of the work or improvement a ccording to detailed drawings contained in the plans and specifications, in an amount in excess of one-half of 1 percent of the Implementation Work price as set out in the In itial Base Case Financial Model, or, in the case of a proposals for the construction of streets or highways, including bridges, in excess of one-half of 1 percent of the Implementation Work price as set out in the Initial Base Case Financial Model or ten thousand dollars ($10,000), whichever is greater.

RFP Number: Implementation Work price:

Project Name: Authorized Signature / Date:

Proposal Due Date: Printed Name and Title:

A B C D E
NAME OF BUSINESS Location of the place of
business
California contractor
license number1
Public works contractor
registration number issued
pursuant to Section
1725.5 of the California
Labor Code
Portion of Implementation
Work that will be done by
the Subcontractor2
Your
Firm

Subcontractors

1. 2.

3. 4.

5. 6.

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8. 9.

10. 1 If Subcontractor is not licensed, indicate that license will be obtained prior to award. 2 Include a short description of the type of work subcontracted and the value of the work.

ATTACHMENT
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FORM 1 - PROPOSED DBE SUBCONTRACTORS & SUPPLIERS – IMPLEMENTATION WORK

TO BE COMPLETED BY DEVELOPER ONLY
The Developer is requested to list ALL first-tier DBE businesses to be utilized on this Project for the Implementation Work.

RFP Number: Implementation Work price:

Project Name: Authorized Signature / Date:

Proposal Due Date: Printed Name and Title:

A B C D E F

NAME OF BUSINESS
Manufacturer?
(Y/N)
Supplier?1
(Y/N)
Broker?2
(Y/N)
Implementation Work Price
Breakdown $
DBE Credit $3
(if supplier, take 60% of price;
if broker, fees and commission
only)
Your
Firm

DBE Subcontractors

1. 2.

3. 4.

5. 6.

7. 8.

9. 10.

Total: (Total DBE Commitment)

ATTACHMENT
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1 If a DBE business is a supplier providing materials/supplies, only sixty-percent (60%) of the cost will be credited toward the DBE goal. The City will take 60% of the cost for materials/supplies listed in Column E to credit for DBE participation. If a DBE supplier, please list 60% of the Implementation Work price breakdown in Column F. Appropriate credit will be reviewed by the City according to 49 CFR Part 26.55. 2 If a DBE business is providing brokering services, only the broker/commission (mark-up) fees will be credited toward the DBE go al. If a broker, please only list broker/commission (mark-up) fees in Column F.
3 The Developer is reminded that work that a DBE subcontracts to a non-DBE firm does not count toward the DBE commitment.

ATTACHMENT
Pre-Development Agreement

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10. PROPOSED LOWER TIER SUBCONTRACTORS AND SUPPLIERS LIST FORM 4 - PROPOSED LOWER-TIER DBE SUBCONTRACTORS & SUPPLIERS – PDA PHASE 3 TO BE COMPLETED BY ALL SUBCONTRACTORS LISTED ON FORM 1
All Subcontractors listed on Form 1 that are subcontracting work are requested to list ALL lower-tier DBE businesses to be utilized on this Project for the Implementation Work.

Your Business Name: Project Name:

Implementation Work price:: Your Prime Name:

Printed Name and Title: Authorized Signature / Date:

A B C D E F

DBE Subcontractors

1. 2.

3. 4.

5. 6.

7. 8.

9. 10.

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Total: (Total DBE Commitment)

1If a DBE business is a supplier providing materials/supplies, only sixty-percent (60%) of the cost will be credited toward the DBE goal. The City will take 60% of the cost for materials/supplies listed in Column E to credit for DBE participation. If a DBE supplier, please list 60% of the Implementation Work price breakdown in Column F. Appropriate credit will be reviewed by the City according to 49 CFR Part 26.55. 2If a DBE business is providing brokering services, only the broker/commission (mark-up) fees will be credited toward the DBE go al. If a broker, please only list broker/commission (mark-up) fees in Column F.
3The Developer is reminded that work that a DBE subcontracts to a non-DBE firm does not count toward the DBE commitment.

ATTACHMENT
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EXHIBIT 11

FORM OF IMPLEMENTATION PROPOSAL
This Exhibit provides an outline of certain submitta l requirements that the Parties anticipate will be required to be included in the form of Implementation Proposal to be delivered by the Developer in accordance with this Agreement. This outline is subject to adjustment in accordance with Section 14.3 (Form of Implementation Proposal) of this Agreement.

1. ADMINISTRATIVE

1.1 Proposal Letter. An Implementation Proposal letter in the form of Attachment A, and attaching the agreed form of Implementation Agreement.

1.2 Forms and Certifications . All forms and certifications required under this Agreement or Applicable Law and any additional forms and cert ifications applicable to the work under the Implementation Agreement.

1.3 DBE Forms . If the City establishes a DBE Goal for the Implementation Work, all forms, certifications and required information to demonstrate the Developer's approach to using good faith efforts to achieve that DBE Goal.

1.4 Licenses. Demonstration that required licenses are held by the Developer (or the new special purpose vehicle established by the Developer to enter into the Implementation Agreement with the City) and its subcontractors (as applicable) for the execution and delivery of the Implementation Work.

1.5 Legal Capacity and Organizational Documents . Legal capacity and organizational documents for the Equity Members, the Deve loper (or the new special purpose vehicle established by the Developer to enter into th e Implementation Agreement with the City) and the key subcontractors for the Implementation Work.

2. TECHNICAL PROPOSAL

2.1 Concept Design. The concept design for the Project to the level of completion as agreed with the City and in accordance with the requirements of Part A of Exhibit 5 (PDA Work Requirements).

2.2 Technical Narrative. A technical description of all elements of the Project, including narratives and supporting schematic drawings.

2.3 Technical Requirements . Demonstration of how the Developer will satisfy the Technical Requirements for the Project.

2.4 Passenger Service. The proposed concept for passenger service for the Project including its proposed service levels; customer service and strategies for achieving the ridership forecasts; and approach to dealing with service outages.

2.5 Asset Management Program. A description of its asset management program for the Project.

2.6 Implementation Work Schedule . The proposed schedule for the Implementation Work to the level of detail as agreed with the City and in accordance with the requirements of Section 4.5(g) ( Implementation Work Schedule ) of Part A of Exhibit 5 ( PDA Work Requirements).

ATTACHMENT
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2.7 Ridership Report. An investment grade report, from the preparer of the Developer's ridership forecast, that supports the assumptions contained in the Initial Base Case Financial Model, supported by an opinion letter from the preparer of the Developer's ridership forecast that states that the ridership projections are reasonable and that describes the key assumptions used in the ridership forecasting.

2.8 Organization Structure. Organization structure chart and narrative explaining the proposed management and organization structure for the Implementation Work.

2.9 Key Subcontracts. Identification and details of the key subcontractors proposed to perform the Implementation Work, together with a report detailing how the Implementation Proposal complies with the Subcontractor Bidding and Selection Plan approved by the City and copies of the term sheets for each of the design and construction subcontract and operations and maintenance subcontracts for the Implementation Work.

2.10 Subcontractor Commitment Letters . Letters from the key subcontractors for the Implementation Work confirming that it will enter into the applicable subcontract and that the price of such subcontract is agreed.

2.11 Key Personnel. Identified individuals, resumes and key personnel statements of availability for proposed key personnel for the Implementation Work.

2.12 Project Plans . Summary outlines of the key project plans for the Implementation Work including the project management plan, design management plan, construction management plan, stakeholder engagement plan, quality management plan, safety certification plan, and operations and maintenance plan.

2.13 Safety Program. The safety program for the Implementation Work.

2.14 Assumptions and Risk Report. A report summarizing the agreed assumptions (with reference to Section 2.2 ( Phased Work and Notices to Proceed ) of this Agreement), risk allocation and risk assessment on which the Implementation Proposal is based.

2.15 Governmental Approvals Report. A report identifying the Governmental Approvals required to perform the Implementation Work and the status of each.

2.16 Other Required Documents, Reports, or Information . Any other document, report, or information required under the terms of this Agreement to be submitted with or as part of the technical proposal under the Implementation Proposal, including any other documents or supporting information needed to demonstrate the Technical Viability of the Implementation Proposal.

3. FINANCIAL AND COMMERCIAL PROPOSAL

3.1 Financial statements. Financial statements for the three most recently completed fiscal years (and any subsequent interim financial statements), audited by a generally recognized certified public accountant firm demonstrating the financial strength of each Equity Member, key subcontractor, and guarantor (if any), together with financial officer certificates.

3.2 Finance Plan . A final Finance Plan in accordance with the requirements of Section 4.4(b) (Finance Plan) of Part A of Exhibit 5 (PDA Work Requirements).

3.3 Initial Base Case Financial Model . An Initial Base Case Financial Model in accordance with the requirements of Section 4.4(c) ( Initial Base Case Financial Model ) of Part A of Exhibit 5 (PDA Work Requirements).

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3.4 Financial Model Audit Report. The Initial Base Case Financial Model must be audited by a model audit firm at the Developer's sole cost. The Implementation Proposal must include a copy of the audit report for the Initial Base Case Financial Model.

3.5 Commitment Letters (Debt). Commitment letters from lenders and lead underwriters attaching term sheets and the lenders' technical advisor report.

3.6 Commitment Letters (Equity). Commitment letters and other supporting information from each Equity Member, including the amount of funds the Equity Member is to commit, the source, and type of the funds (e.g. shareholder capita l and shareholder loans), the timing of the subscription, and any potential risks due to other equity commitments; and the terms and conditions of the subscription, including dividend rights attaching to shares or membership interests, the extent to which funds are committed, and the length of time funds will remain in the project vehicle.

3.7 Commitment Letters (Security). Commitment letters from Eligible Security Issuers for the performance and payment security under the Implementation Agreement.

3.8 Insurance Capacity Letter . An insurance capacity letter from the Developer's insurance broker, confirming the capacity of the Develope r to obtain the insurances required under the Implementation Agreement.

3.9 Financial Advisor Letter. An opinion letter from the Developer's financial advisor (or if one has not been appointed as of the date the Im plementation Proposal is submitted, by the Developer's chief financial officer or treasurer) indicating that the Developer's financing plan for the Project is achievable and sufficient to fulfil the commitments set out in the Implementation Proposal.

3.10 Other Required Documents, Reports, or Information . Any other document, report, or information required under the terms of this Agreement to be submitted with or as part of the financial and commercial proposal under the Implementation Proposal, including any other documents or supporting information needed to demonstrate the Financial Viability of the Implementation Proposal.

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Attachment A

IMPLEMENTATION PROPOSAL LETTER
Date: []

1. [], (the "Developer") submits this Implementation Proposal in accordance with the terms of the Implementation Agreement.

2. Capitalized terms not otherwise defined in this letter shall have the meaning given to that term in the Implementation Agreement.

3. Subject to the terms below, in consideration for the City agreeing to examine and consider this Implementation Proposal, the undersign ed undertakes [jointly and severally] to keep this Implementation Proposal open for acceptance for 180 Days commencing on the date of this proposal, without unilaterally varying or amending its terms and without any member of the Developer withdrawing, or any other change being made in the composition of the [partnership/ joint venture/ limited liability company/ consor tium] on whose behalf this Implementation Proposal is submitted, without first obtaining the prior written consent of the City, in the City's sole discretion.

4. If this Implementation Proposal is accepted by the City, the Developer agrees to enter, or cause a new special purpose vehicle established by the Developer to enter, into the Implementation Agreement in the form attached as Appendix 1, without varying or amending its terms except for any modifications agreed in writing by the City and any minor changes, additions and modifications necessary to create a complete and legally binding contract, any changes required to complete the schedules, exhibits, appendices, or forms, as applicable, in the Implementation Agreement, and so as to include the Implementation Proposal in the Implementation Agreement.

5. The Developer certifies that:
(a) all PDA Work has been completed;
(b) the Implementation Proposal is submitte d without reservation, qualification, assumptions, or conditions;
(c) it has carefully examined and is fully familiar with all provisions of the Implementation Agreement and is satisfied that the Implementation Agreement provides sufficient detail regarding the obligations that are to be performed by the Developer and that it does not contain internal inconsistencies, errors, or omissions; (d) it has carefully checked all the words, figures, and statements in this Implementation Proposal;
(e) it is satisfied as to the conditions to be encountered in performing the Implementation Work;
(f) the Developer intends to be legally bound by the commitments made in the Implementation Proposal; and
(g) it has notified the City in writing of any deficiencies or errors in, or omissions from the Implementation Agreement or other documents provided by the City.

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6. The Developer represents that the representati ons, certifications, statements, disclosures, authorizations and commitments made, and information contained, in the Implementation Proposal is or are correct, complete and not materially misleading.

7. The Developer understands that the City is not bound to enter into the Implementation Agreement with the Developer.

8. Except to the extent expressly set out in the Implementation Agreement, the Developer understands that all costs and expenses incurre d by it in preparing this Implementation Proposal will be borne by the Developer, and will not be the responsibility of the City.

9. The Developer consents to the City's disclosure of its Implementation Proposal to any persons as required by Applicable Law. The Developer acknowledges and agrees to the disclosure terms described in the PDA. The Developer expressly waives any right to contest such disclosures by the City.

10. The Developer agrees that:
(a) the City will not be responsible for any errors, omissions, inaccuracies, or incomplete statements in the Implementation Proposal;
(b) the City's acceptance of the Implementation Proposal does not constitute any statement or determination as to its completeness, responsiveness, or compliance with the requirements of the PDA; and
(c) in the event a substantive difference is identified, at any time prior to or following Commercial Close, between the Implementation Proposal and any provision in the Implementation Agreement (including the Technical Requirements), the provisions of the Implementation Agreement will control and the Developer will not be entitled to alter its Implementation Proposal.
[DEVELOPER NAME]
[Insert appropriate signature block as follows. Delete any signature blocks not applicable to the Developer. If the Developer is a partnership, consorti um or joint venture, this letter must be executed by all general partners or consortium or joint venture members (as applicable).] [If a corporation or limited liability company:

By: _____________________________
Name and Title: _____________________________
Date: _____________________________]
[If a consortium, partnership or joint venture:

By: [insert general partner's or member's name]
By: _____________________________
Name and Title: _____________________________
Date: _____________________________]

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[Add signatures of additional general partners or members as appropriate] [For an attorney-in-fact:

By: _____________________________
Name: _____________________________
Attorney in Fact
Date: _____________________________]

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Appendix 1
[A copy of the Implementation Agreement including the Technical Requirements and all other Exhibits to the Implementation Agreement to be attached.]

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EXHIBIT 12

ALLOWED COSTS

1. ALLOWED COSTS AND REPORTING
Any Allowed Costs claimed by the Developer must meet the requirements of Sections 2 (Allowed Cost Inclusions) and 3 (Allowed Cost Exclusions) and must have been properly reported to the City in accordance with Section 4 (Reporting of Allowed Costs for PDA Work).

2. ALLOWED COST INCLUSIONS

2.1 Allowed Costs will be limited to, and calculated in accordance with, the following:
(a) for work performed using the personnel, materials, and equipment of the Developer or Major Subcontractors:
(i) an amount equal to the reasonable fully burdened hourly rate (including overhead and fringe benefits) of each employee performing such work multiplied by the actual number of hours the employee performs that work; plus (ii) the reasonable and documented cost of all materials used, including sales taxes, freight and delivery charges, and any applicable discounts; plus (iii) the reasonable and documented out-of-pocket costs and expenses for employees on Official Business Travel that are directly attributable to the Project, consistent with State policy and regulations (including travel, lodging, mileage, and meal reimbursements); plus
(b) the costs for the use, operating, maintenanc e, fuel, storage, and other costs of all deployed tools (excluding small tools) and equipment, calculated at hourly rates determined from the most current volume of the Rental Rate Blue Book published by Nielsen/DATAQUEST, Inc, or its successors, or at any lesser hourly rate the City may approve from time to time in its sole discretion, without area adjustment, but with equipment life adjustment made in accordance with the rate adjustment tables, provided, that if rates are not published for a specific type of tool or equipment, the City will establish a rate for it that is consistent with its cost and use in the industry; (c) if the work is performed by a Subcontractor (" Performing Subcontractor ") under contract with the Developer or a Major Subcontractor, or under contract with a higher tier Subcontractor, all reasonable amounts owing for work under such contract as determined by the City; provided that if the Performing Subcontractor is an Affiliate of the Developer or Major Subcontractor, or the applicable higher tier Subcontractor, the lesser of the contract amount or the amount that would be reasonably obtained in an arm's length transaction for comparable work with a person that is not an Affiliate; (d) reasonable financing costs incurred by the Developer or a Major Subcontractor in relation to equity financing or third party debt obtained to finance the costs of the PDA Work; (e) reasonable fees and costs paid to legal, tec hnical, financial, insurance, tax, and other professional advisers as well as financial model auditor firms (note that breakage fees will only be deemed Allowed Costs insofar as they represent reasonable compensation for time and expenses incurred);
(f) premiums paid for the Required Insurances; and

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(g) fees paid in providing the Performance Security.

2.2 For the purposes of this Section 2, "Official Business Travel" shall mean any travel between either:
(a) the Site, or the City office; and
(b) a location directed to by the City.
"Official Business Travel" shall not include an employees' normal commute miles from his or her local home address to the Site, site office, or City office.

3. ALLOWED COST EXCLUSIONS
Allowed Costs will not include the following:
(a) third-party entertainment costs, lobbying and political activity costs, costs of alcoholic beverages, costs for international travel, costs for first class travel in excess of prevailing economy travel costs, and costs of club memberships; and (b) any costs that are excluded under the Federal Contract Cost Principles, 48 CFR §31.205:
§31.205-8 (contributions or donations), §31.205-13 (employee morale, health, welfare, food service, and dormitory costs and credits), §31.205-14 (entertainment costs), §31.205-15 (fines, penalties, and mischarging costs), §31.205-27 (organization costs), §31.205-34 (recruitment costs), §31.205-35 (relocation costs), §31.205-43 (trade, business, technical and professional activity costs), §31.205-44 (training and education costs), and §31.205-47 (costs related to legal and other proceedings).

4. REPORTING OF ALLOWED COSTS FOR PDA WORK

4.1 No later than 14 Days after the end of each month, the Developer shall provide the City with a report detailing:
(a) the Allowed Costs that were incurred by the Developer during that month, together with line-item documentation for each discrete cost to support the Allowed Costs incurred; (b) the aggregate cumulative Allowed Costs that were incurred by the Developer from the Effective Date until the end of that month; and
(c) the Allowed Costs that the Developer anticipates incurring in the following month.

4.2 The first report submitted under Section 4.1 after the Effective Date may include Allowed Costs for PDA Work performed prior to the Effective Date.

4.3 The Developer shall, within 7 Days of a request, provide the City with any further information or documents that the City may reasonably require to substantiate the Allowed Costs contained in the report.

4.4 The City may review the reports provided by the Developer under Section 4.1 and notify the Developer of any comments or objections to th e report. The Developer shall promptly, and in any event within 14 Days, update the report to address the City's comments or objections.

4.5 Any failure by the City to review or comment on a report provided by the Developer under Section 4.1 will not limit the City's right to object to any claim for Allowed Costs by the Developer at the time those Allowed Costs are payable under this Agreement.

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4.6 The Developer will not be entitled to be paid any Allowed Costs that have not been correctly reported under this Section 4.1.

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EXHIBIT 5

PDA WORK REQUIREMENTS
PART A: SCOPE OF PDA WORK

ATTACHMENTS
PART B: KEY PERSONNEL FOR PDA WORK
PART C: PROJECT PERFORMANCE AND TECHNICAL REQUIREMENTS
PART D: ALIGNMENT CONSTRAINTS

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PART A: SCOPE OF PDA WORK

1. INTRODUCTION

1.1 This Part A describes the specific obligations and tasks to be performed and Developer Submittals to be prepared by the Developer during each PDA Phase and, to the extent applicable and not otherwise addressed in Exhibit 3 (PDA Milestones and Deadlines), associated milestone dates.

1.2 The requirements for:
(a) PDA Phase 1 are set out in Section 3 (Scope of PDA Phase 1 Work) of this Part A; (b) PDA Phase 2 are set out in Section 4 (Scope of PDA Phase 2 Work) of this Part A; and (c) PDA Phase 3 are set out in Section 5 (Scope of PDA Phase 3 Work) of this Part A.

1.3 The Parties acknowledge that, if the City accepts the Feasibility Validation Report in accordance with Section 2.3(c) of this Agreement, the Parties may execute the Validation Amendment to implement any change s to the scope of the PDA Phase 2 Work or PDA Phase 3 Work or the number of PDA Phases (including abridging or splitting PDA Phases) to reflect, among other things, the Transit Solution and the outcome of the Feasibility Validation as recorded in the Feasibility Validation Report.

1.4 The requirements in this Part A:
(a) are not exhaustive nor prescriptive as to how the Developer performs the PDA Phase 2 Work and PDA Phase 3 Work nor the content and analysis that may be necessary to develop the Feasibility Validation Report; and
(b) do not limit any of the Developer's obligations under this Agreement.

2. PROJECT OVERVIEW

2.1 Project Definition
(a) The Project seeks to implement approximately a three to four mile dedicated guideway upon which an electrically propelled, automated driverless transit technology solution would be installed to operate between SJC Airport and Diridon Station. Any proposed alignment is subject to the alignment constraints set out in Part D ( Alignment Constraints).
(b) Subject to the terms of th is Agreement, the PDA Work and Project may include an optional segment connecting Terminal B with Terminal A at SJC Airport by extending the Transit Solution and adding parking facilities at SJC Airport (the " Intra-Terminal Airport Connection Option").
(c) The City is seeking a scalable transit solution . T he City and the Developer may collaboratively define, negotiate and execute identified fut ure extension routes within City limits.
(d) In addition to the objectives set out in Section 2.2 (Project Objectives ), the Project should advance loca l and regional sustainability goals and create a scalable transit service that enables future linkage of major sites within the City and other major sites in the Bay Area. The Project should support urban integration and human -scale

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activation in the netwo rk by attracting users to walk, bike, and use transit to access stops on the network.
(e) As further described in this Exhibit 5, the Project scope and features shall include:
(i) an off-line maintenance and storage facility;
(ii) defined right of way and modifications, sitework, utilities, station sites and facilities, and other work necessary to deliver the Project; (iii) long-term operations and maintenance;
(iv) create intuitive transfers that integrate Diridon Station and SJC Airport as a single facility from a passenger perspective to create a seamless travel experience for all passengers including those with luggage and varied accessibility needs; (v) incorporate inclusive design including, at a minimum, ADA requirements; (vi) quick and level boarding for passengers with luggage; and (vii) support and improve economic productivity through faster travel connections between downtown San José and SJC Airport.

2.2 Project Objectives
To develop a Project that:
(a) is capable of being certified for passenger operat ions/revenue service and is ADA - accessible;
(b) provides for operator flexibility for the City over the long term (i.e., an ability to repurpose the system and any permanent infrastructure from one operator to another); (c) is scalable to allow for future system growth;
(d) provides safe, fast, frequent and reliable service for passengers that is separated from mixed traffic; and
(e) integrates Diridon Station and SJC Airport as a single facility from the passenger's perspective and creates a seamless travel experience for passengers with luggage.

2.3 Developer's and City's Key Roles
(a) Without limiting the scope of the PDA Work as described in this Agreement and without prejudice to any other provision of this Agreement, the key roles of the Developer during the Term include:
(i) conducting due diligence with respect to the Project, including site investigations of and engineering activities with respect to the Project Site; (ii) performing all activities, analysis, investigation, preliminary engineering, stakeholder outreach, and other responsibilities as required to secure required Governmental Approvals for the Project;

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(iii) providing support to the City in obtaining any City -Provided Approvals and in carrying out the Environmental Approval Process as contemplated in this Agreement;
(iv) developing and submitting the Developer Submittals , including the design packages, for the City's review and approval;
(v) developing, in a transparent and collaborative manner, the detailed plans, estimates, schedules, and preliminary engineering for the design, construction, commissioning, operations, and maintenance of the Project; (vi) competitively selecting Major Subcontractors for the Implementation Work, and developing detailed estimates and plans for performing the Implementation Work; (vii) developing a com prehensive and cost efficient approach to the long term operations and maintenance of the Project, and developing detailed estimates and plans for performing such Implementation Work;
(viii) establishing a viable financial plan for the Project, and arranging and securing debt financing for the Project through a competitive process; (ix) assisting the City in identifying possible sources of public funding or grants to support the costs of the Project and develop content for such applications as requested by the City;
(x) preparing a complete financial model for the Project, that shall include a data book and user guide, assumptions, sources and uses for construction and operations periods, a detailed cash flow model showing construction and operating periods, complete financ ial statements, and summary outputs, including payments by the City, if any, based on the Implementation Proposal; (xi) negotiating and developing the Implementation Agreement Term Sheet and Implementation Agreement with the City, including the Technical Requir ements and Implementation Work Schedule;
(xii) preparing an Implementation Proposal; and
(xiii) in coordination with the City, developing and implementing any stakeholder outreach or management required for the successful development of the Project. (b) Without prejudice to any other provision of this Agreement, the key roles of the City during the Term include:
(i) in accordance with the terms of this Agreement, collaborating with the Developer to enable completion of the PDA Work;
(ii) to the extent contemplated in Article 3 (Exclusivity) of this Agreement, exclusively developing the Project with the Developer;
(iii) reviewing the Developer Submittals in accordance with the process set out in this Agreement;
(iv) providing access to information to advance the Project in accordance with this Agreement;

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(v) acting as lead agency in the Environmental Approval Process and performing all activities within the City's control to secure environmental approvals for the Project;
(vi) identifying possible sources of public funding or grants to support the costs of the Project, managing the process, and developing applications which seek to secure any such funding to be pursued for the Project;
(vii) leading in grant or other governmental funding applications which are determined to be pursued for the Project, including applying for grants or other governmental funding on behalf of the Project, for any sources which require or give preference to applicants that are public sector entities; and
(viii) leading communication and coordination with public entities and communities at the State, county, and local levels, community engagement, and interfacing with the federal government with respect to federal programs and approvals.

3. SCOPE OF PDA PHASE 1 WORK

3.1 Overview
(a) This Section 3 of Part A sets out the City's minimum requirements for the PDA Phase 1 Work.
(b) In addition to the other activities contemplated in this Section 3, the Developer must prepare and submit the following two key Developer Submittals to the City for review and evaluation during PDA Phase 1 and in accordance with the corresponding PDA Milestones defined in Exhibit 3 (PDA Milestones and Deadlines):
(i) the Outline Project Plan as further described in Section 3.2 (Outline Project Plan); and
(ii) the Feasibility Validation Report as further described in Section 3.3 (Feasibility Validation Report).
(c) These Developer Submittals will be the basis for the City to determine whether to proceed to PDA Phase 2 with the Developer in accordance with Section 2.3 (PDA Phase 1) of this Agreement.
(d) The overall intent of PDA Phase 1 is to:
(i) initiate procedures for administration and management so that the PDA Phase 2 Work and PDA Phase 3 Work proceeds smoothly; and
(ii) work collaboratively with the City to iteratively test and validate the commercial, technical and financial feasibility of the Feasibility Validation Report and associated assumptions.

3.2 Outline Project Plan
(a) The Developer shall prepare and submit an Outline Project Plan for review and approval by the City in accordance with Section 13.3 of this Agreement. The Outline Project Plan shall provide a succinct, concept -level plan to allow the City to evaluate the efficacy, clarity, transparency, completeness and fitness of the Developer's proposed approach to

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work in partnership with the City to achieve the Project Objectives during each PDA Phase.
(b) In addition, the Outline Project Plan will require the Developer to s tart considering and preparing plans, approaches and systems necessary for the management of the work streams involved in PDA Phase 2 and PDA Phase 3 as set out in Table A4.2.1 in Section 4.2 (Project Plan). During PDA Phase 2, the Outline Project Plan will be developed to include full detailed procedures and documents necessary to manage the Project 's development for the remainder of the Term, as fu rther contemplated in Section 4.2 (Project Plan).
(c) The Outline Project Plan must be no more than 30 pages total in length and must include, at a minimum, the following:
(i) A summary PDA Management Plan that outlines the Developer's approach to managing the PDA Work and includes the Developer's proposed approach to addressing each requirement in Section 4.3(a) (PDA Management Plan ). The summary PDA Management Plan must be a minimum of 10 and a maximum of 15 pages total in length.
(ii) A summary Quality Management Plan that outlines the Developer's approach to verifying compliance of the PDA Phase 2 Work and PDA Phase 3 Work with the requirements of this Agreement and includes the Developer's proposed approach to addressing the key requirements in Section 4.3(b) (Quality Management Plan (QMP)).
(iii) A summary Financing Management Plan that outlines the Developer's approach to developing the Finance Plan and includes the Developer's proposed approach to addressing the key requirements in Section 4.4(a) (Financing Management Plan).
(iv) A summary Design Management Plan that outlines the Developer's approach to developing the design of the Transit Solution and includes the Developer's proposed approach to addressing the key requirements in Section 4.5(a) (Design Management Plan).
(v) A summary O&M Development Plan that outlines the Deve loper's approach to developing the operations and maintenance plans for the Project and includes the Developer's proposed approach to addressing the key requirements in Section 4.5(c) (O&M Development).
(vi) A summary Ridership and Revenue Forecasting Plan that outlines the Developer's approach to developing ridership forecasts and revenue projections and includes the Developer's proposed approach to addressing the key requirements in Section 4.5(d) (Ridership and Revenue Forecasting).
(vii) A summary Cost and Risk Management Plan that outlines the Developer's approach to developing cost estimates, schedules and risk allocati on for the Implementation Work and includes the Developer's proposed approach to addressing the key requirements in Section 4.5(e) (Cost Estimates and Risk Assessment).
(viii) A summary Government Entity Coordination Plan that outlines the Developer's approach to coordinating with Government Entities and includes the Developer's

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proposed approach to addressing the key requirements in Section 4.6(d) (Government Entity Coordination Plan).
(ix) A summary Public Outreach and Engagement Plan that outlines the Developer's approach to public outreach and includes the Developer's proposed appr oach to addressing the key requirements in Section 4.6(f) (Public Outreach and Engagement Plan).
(x) A summary Subcontractor Bidding and Selection Plan as required und er Section 7.5(b) ( Subcontractor Selection for the Implementation Work ), that outlines the Developer's approach to subcontracting and selecting contractors to perform the Implementation Work and includes the Developer's proposed approach to addressing the requirements in Section 4.7 (Subcontractor Bidding and Selection) and otherwise under this Agreement.
(d) The Outline Project Plan must build upon the Developer 's submittals included in Tab 3 (Management and Partnering Appr oach) and Tab 4 (Approach to Community and Environment) of Volume 3 (Technical and Commercial Proposal) of the PDA Proposal .

These documents are the basis for Deve loper's management of its PDA Phase 1 Work and are included in Exhibit 4 (Developer Commitments).

3.3 Feasibility Validation Report
The Developer shall prepare and submit a Feasibility Validation Report for review and approval by the City in accordance with Section 13.3 of this Agreement. The Feasibility Validation Report shall address the technical feasibility of the Transit Solution and the commercial and Financial Viability of the Business Case. The Feasibility Validation Report must include, at a minimum:
• a technical feasibility assessment in accordance with Section 3.3(a) (Technical Feasibility);
• the commercial structure in accordance with Section 3.3(b) (Commercial Structure); • a financial feasibility assessment in accordance with Section 3.3(c) (Financial Feasibility); and
• a Benefit-Cost Analysis in accordance with Section 3.3(d) (Benefit-Cost Analysis). (a) Technical Feasibility
The Developer must establish the technical feasibility of its proposed Transit Solution by developing the following Developer Submittals in accordance with the requirements of this Section 3.3(a). The technical feasibility deliverables must be developed to a sufficient level of detail to enable development of comprehensive CapEx and OpEx projections at a level of confidence suitable for establishing the financial feasibility of the Project as contemplated in Section 3.3(c) (Financial Feasibility).

The proposed Transit Solution's technical feasibility must be developed to address the Project Objectives and Technical Requirements and to conform to the Alignment Constraints.
(i) Summary of Transit Solution
Concise description of the following key characteristics of the proposed Transit Solution:

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(A) Transit Technology including system a rchitecture, vehicles, and components;
(B) concept of operations addressing user experience, operations model, safety and reliability, and operations and maintenance; (C) concept level design including alignment, station and vehicle storage and maintenance facility locations, and integration with existing and planned transportation systems (e.g., SJC Airport, existing transit (VTA, BART), high speed rail, etc.);
(D) analysis demonstrating how the proposed Transit Solution supports the projected ridership projections both in terms of the throughput capacity of the guideway(s) and at the SJC Airport and Diridon Station stations; (E) integration with existing and planned urban infrastructure (e.g., streets, parks, etc.) and private developments (e.g., employment clusters, reta il and entertainment centers, etc.);
(F) explanation as to how the proposed Transit Solution is responsive to the challenges, opportunities and risks of the Project;
(G) explanation as to how the proposed Transit Solution is responsive to the Technical Requirements and conforms with the Alignment Constraints; and (H) point-by-point explanation of how the proposed Transit Solution delivers across the Project Objectives.

The summary may be supported with diagrammatic illustrations, which need not be to scale, and should be cross -referenced to the documents described in this Section 3.3(a), with particular focus on the concept design plans. (ii) Transit Technology Maturity
Documentation of the proposed Transit Technology's Technology Readiness Level as presented in the PDA Proposal, updated to reflect any material changes since submission.
(iii) Compliance with Technical Requirements
Documentation of the proposed Transit Technology 's compliance with the Technical Requirements as presented in the PDA Proposal, updated to reflect any material changes since submission.
(iv) Concept Design
(A) Concept design plans (to 10% design completion) as follows:
• general layout of the entire proposed Transit Solution in a single sheet at the appropriate scale;
• Transit Technology alignment plans;

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• complementary civil, structural, architectural and right -of-way plans as needed to adequately support the technical and financial feasibility;
• typical and representative cross-sections of each of the following, to the extent relevant to the proposed Transit Technology:
o at-grade segment
o elevated segment
o below-grade segment
• if the proposed design includes elevated guideways, a typical elevation of the proposed viaduct structure;
• perspective renderings that illustrate the proposed Transit Solution, including at a minimum the following:
o if an at -grade/ elevated system is proposed: one aerial view of the guideway in its urban context, and one street- level view of the Diridon Station and SJC Airport stations (three total)
o if a below -grade system design is proposed: one interior view inside of the Diridon Station and SJC Airport
underground stations, and one street -level view of their entrances (four total)
(B) The concept design plans must illustrate the Transit Solution connecting SJC Airport to Diridon Station, and must:
• show the proposed alignment in plan and profile identifying the right-of-way requirements and potential impacts on public rights - of-way, public parks and open spaces, privately-owned properties, re-alignment or significant modifications to local streets and highways and requirements for major utility relocations (e.g., high-voltage transmission lines, sewer and stormwater trunk-lines, etc.);
• identify vertical clearances and restrictions with respect to operational and/or physical constraints such as SJC Airport's airspace protection surfaces, existing utilities, existing transportation facilities (e.g., streets, highways, rail transit lines, etc), known easements (whether above, on, or below grade), the future footprint and envelope for the Diridon Integrated Station, and others;
• identify the planned points of connection to the electricity grid (e.g., substations), the corresponding infrastructure, and any upgrades to existing systems and/or new infrastructure that may be required to support the proposed system;
• show station locations, architectural layouts, connectivity with adjacent/nearby transportation facilities (existing and planned),

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integration with the urban fabric, and their right -of-way requirements – as a minimum the station plans must include stations at SJC Airport and Diridon Station. The Diridon Station must operate under current conditions and be compatible with the future Diridon Integrated Station's adopted layout;
• show transit vehicle maintenance and storage facility location(s), layouts, access and their right-of-way requirements;
• clearly illustrate the proposed approach, at a concept level, for the design of the structural and civil engineering systems, foundations, materials, structure type, provisions for vehicle systems (e.g., power, signalling, communications, etc., each as applicable for the proposed syst em), drainage, utility distribution systems and emergency egress;
• document engineering assumptions, in report format, for the development of the concept design plans, including but not limited to geotechnical, seismic and others as necessary; and
• provide a CEQA and NEPA preliminary analysis to inform the Environmental Review Process and secure the Governmental Approvals.
(v) System Expansion
(A) Proposed strategy for system expansion demonstrating how it serves projected transportation needs along the proposed corr idor(s) and how it complements and supports the City's overall transportation systems. (B) Concept-level plans illustrating the Developer's envisioned layout for its system expansion strategy, including:
• plans with indicative alignments and station locations; and • additional vehicle storage and maintenance facilities. (C) Plans must identify key opportunities and challenges associated with the proposed system expansion layout.
(b) Commercial Structure
The Developer shall develop, document and submit its proposed commercial structure for delivery of the Project. The commercial structure must address the Project Objectives and must, at a minimum, address the following core elements:
(i) Project Company and subsidiaries
Identify t he proposed Project Company , its anticipated capital structure and governance structure, as well as any anticipated subsidiaries and the anticipated commercial and contractual relationships among the subsidiaries, and between each of the subsidiaries and the Project Company.

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(ii) Risk allocation and Project Objectives
Identify how the proposed commercial structure preserves the City's desired risk transfer, which shall be discussed at the risk management Working Groups, and complies with the Project Objectives both during construction and after completion during the operational phase.
(iii) Risk management
Include a p lan for the management and mitigation of all risks assigned to the Project Company (and subsidiarie s, if applic able) including expected security documents to be entered into with Subcontractors, members of the Project Company and/or its subsidiaries, guarantors and Lenders. (iv) Construction financing
Description of h ow the Project Company will finance the construction of the Project, including expected capital structure (debt/equity gearing ratio), any construction or standby facilities available, and how the security package for the construction-phase Lenders will be structured.
(v) Long-term financing
Description of h ow t he long -term financing will be implemented, public and private sources of financing, and any potential bifurcated refinancing of the construction financing upon Project completion. This includes expected capital structure (debt/equity gearing ratio), the p otential risks and how they will be managed/mitigated, the potential pool of lenders, potential subordinated debt lenders, envisioned capital markets debt issuance and internally generated funds and how the security package for the long-term Lenders will be structured. (vi) Project Company Equity
Identify t he Equity Members , as well as in any of the Project Company's subsidiaries, as the case may be, along with their credit status and the amounts of funds and the timing of investment of such funds for each of them in the Project Company and/or Project Company's subsidiaries. The Developer is solely responsible for the completeness and correctness of these assumptions. The Developer will be solely responsible for obtaining and relying on tax advice from its own advisors and experts, including obtaining its own advance interpretations and rulings in relation to the Project (including in relation to their proposed commercial structure and its tax consequences) as it considers appropriate or necessary.
(vii) Graphical Representation
Include a graphical representation of the proposed commercial structure, including all contractual relationships of the Project Company, its subsidiaries, Subcontractors, partners, etc. and including the City and the proposed flow funds. (c) Financial Feasibility
To demonstrate that the Project is Financially Viable and otherwise financially feasible, the Developer must develop a narrative (the " Business Case ") summarizing the

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commercial and financial feasibility of the proposed Transit Solution and commercial structure. The Business Case must:
• be no longer than 20 pages;
• be organized exactly as shown in Table A3.3.1;
• include the Developer Submittals contemplated in, and meet the requirements of, this Section 3.3(c); and
• be prepared in accordance with Attachment 1 and Attachment 2 to this Part A.

Table A3.3.1 Table of Contents for Business Case

FINANCIAL FEASIBILITY CONTENT

1. Executive Summary of Financial Feasibility

2. Project Due Diligence

2.1 DBFOM delivery option explained

2.2 Site ownership, land acquisition and ROW availability

2.3 Legal and environmental issues and their impact on financial feasibility

3. Financial Assessment

3.1 Allowed Costs (see Section 3.3(c)(i))

3.2 Design-Build Cost (direct and indirect) (see Section 3.3(c)(ii))

3.3 O&M Cost (direct and indirect) (see Section 3.3(c)(iii))

3.4 Cost of Capital and Financing Assumptions (see Section 3.3(c)(iv))

3.5 Project Revenue (Farebox and Other) (see Section 3.3(c)(v))

3.6 Risk Register and Risk Allocation (see Section 3.3(c)(vi))

3.7 Funding Analysis (see Section 3.3(c)(vii))

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(i) Allowed Costs
Complete the below worksheets with full details of the costs expected to be incurred by the Developer during PDA Phase 2 and PDA Phase 3, as applicable, up to and including Commercial Close, that are associated with the Project as a whole.

If the Developer's worksheet includes additional lines, then provide an additional copy of the worksheet for each line as well as a sum of the total Allowed Costs. See Attachment 2 for specific requirements and Exhibit 12 (Allowed Costs) for specific requirements related to Allowed Costs.
(A) PDA Phase 2
The Allowed Costs in Item 1 of the worksheet must not exceed the PDA Cost Cap (Design) for PDA Phase 2 set out in Section [⚫]1 of the PDA Proposal except to the extent: (1) arising from a Relief Event or Change and expressly permitted under the Agreement or from an element of scope that is expressly excluded from the PDA Cost Cap (Design) and that the Developer is authorized to proceed with under the Agreement; or ( 2) arising from any amendments to the Ter m, the scope of PDA Phase 2 or otherwise to the terms applicable to PDA Phase 2 incorporated into the Feasibility Validation Report, provided that to the extent such change has not already been agreed or authorized under the Agreement, the Developer attach es its good faith analysis of how the relevant Relief Event, Change or other amendment is reasonably likely to require an increase in the Allowed Costs above the PDA Cost Cap (Design) for PDA Phase 2 set out in the PDA Proposal, together with any supporting information.

The Total Allowed Costs in this worksheet, as accepted by the City in the Feasibility Validation Report, shall be the PDA Cost Cap for PDA Phase 2 and will be incorporated in the Validation Amendment.

Allowed Costs
Description Unit QTY Unit Cost Sub Total
1 Design costs during PDA Phase 2 (incl. site due diligence and surveys)

2 Advisors' costs (itemized e.g., financial, legal, tax and accounting)

3 Financing related costs (e.g., financiers/lenders' fees, legal costs)

4 NEPA/CEQA consultant and public outreach costs
5 Other costs (provide itemized list e.g., insurance, Performance Security costs)

Total Allowed Costs =

1 Reference to be inserted from Developer's PDA Proposal.

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(B) PDA Phase 3
In addition to completing the worksheet below, the Developer shall identify its proposed closing fee percentage as contemplated in Section 17.2(a)(ii) (Permitted Payments to Developer on Financial Close) of the Agreement.

Allowed Costs
Description Unit QTY Unit Cost Sub Total
1 Design costs during PDA Phase 3 (incl. site due diligence and surveys)

2 Advisors' costs (itemized e.g., financial, legal, tax and accounting)

3 Financing related costs (e.g., financiers/lenders' fees, legal costs)

4 NEPA/CEQA consultant and public outreach costs
5 Other costs (provide itemized list e.g., insurance, Performance Security costs)

Total Allowed Costs =

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(ii) Design-Build Cost (direct and indirect)
Complete the below worksheet with full details of the design -build (DB) costs expected to be incurred by the Developer from Commercial Close through substantial completion of the Project, associated with the Project as a whole. If the Developer's worksheet includes additional lines, then provide an additional copy of the worksheet for each line as well as a sum of total DB costs.

The Developer shall provide a detailed cost estimate as backup to the completed worksheet. See Attachment 2 for specific requirements.

Total DB Cost
Description Unit QTY Unit Cost Sub Total
A Guideway
B Stations
C Maintenance and storage facilities
D Utility relocations
E Traffic control
H Other site / civil costs (itemized e.g., demolition)
I Vehicles and systems
J Testing & Commissioning
Total Direct Cost =
1 General Requirements / General Conditions
2 Overhead & Profit
3 Design Cost (excluding design cost prior to Commercial Close) 4 Other Soft Costs (provide list – for example, insurance) 5 Design Contingency
6 Construction Contingency and Market Risk
7 Escalation
Total DB Cost =

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(iii) O&M Cost (direct and indirect)
Complete the below worksheet with full details of the operations and maintenance costs (O&M Costs) expected to be incurred by the Developer from substantial completion through to the end of the Project term, associated with the Project as a whole. If the Developer's worksheet includes additional lines, then provide an additional copy of the worksheet for each line as well as a sum of total O&M Costs.

The Developer shall provide a detailed cost estimate as backup to the completed worksheet. See Attachment 2 for specific requirements.

O&M Cost
Operating
Year (1)
Operational
Expenditure
Routine
Maintenance
Expenditure
Maintenance CapEx
(2) Total O&M Cost (3)
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
27 28
29 30
Total 30-year O&M Cost =

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Notes to O&M Cost worksheet:
(1) Twelve-month periods, starting with the first twelve-month period following substantial completion of the Project (2) Sum of the annual OpEx, routine maintenance expenditure, and maintenance CapEx (3) All costs must be in dollars of the Base Date year in accordance with Attachment 2 to this Part A. Do not include inflation or escalation in the figures reported in this table

(iv) Cost of Capital and Financing Assumptions
The Developer shall prepare a narrative including full details of the anticipated cost of capital for the Project and setting out its financing assumptions, including:
(A) for each source of finance: the drawdown timetable; grace period; repayment schedules; debt maturity profile; costs of finance, including margins and fees and all success fees; and, any variations to margins or fees over the life of the loans;
(B) macro-economic assumptions, including interest and inflation rates; and (C) taxation assumptions, including assumptions made in relation to applicable tax liabilities and recoverability.

The inputs and assumptions data must be consistent with, and reconcile to, the Initial Base Case Financial Model and Pro Forma, preserving the necessary transparency in terms of assumptions and returns.
(v) Project Revenue (Farebox and Other)
The Developer shall prepare Project revenue forecasts as contemplated below:
(A) At the same time as, or shortly after, the issuance of NTP1, the City will provide the Developer with high -level ridership estimates for the Project or "Project Baseline Ridership". Due to ongoing disruption, the City intends to use pre-pandemic SJC Airport ridership estimates in the Project Baseline Ridership. The Developer shall use the Project Baseline Ridership as a baseline for the development of the Project revenue forecasts. (B) Notwithstanding Section 3.3(c)(v)(A), the Developer may elect to develop supplementary ridership estimates based on the characteristics of the Transit Solution or its own market research which shall be referred to as "Project Alternative Ridership", in which case, the Developer may refer to one Project Alternative Ridership scenario. If a Project Alternative Ridership scenario is included, it must be in the form of a sensitivity test to the Project Baseline Ridership and must provide a justification/rationale for the demand estimates.
(C) The Developer must clearly state and explain assumptions, methodologies, data sources and outputs used in its Project revenue forecasts. (D) The Project Baseline Ridership is intended to inform the development of the Business Case by the Developer and is not intended to be a substitute for the bottom-up, investment-grade ridership projections, fare policy, fare

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levels and revenue projections to be developed by the Developer for PDA Phase 2 and PDA Phase 3.
(vi) Risk Register and Risk Allocation
Develop a Risk Register in the form of a risk matrix including identification and quantification of Project risks according to the industry standards necessary to develop a "Value for Money" or "Public Sector Comparator" analysis for the Project.

This matrix must identify all materia l risks, being those with high impact, high probability of occurrence or both. The initial risk allocation shall be in line with the City desired risk transfer , which shall be discussed at the risk management Working Groups, and the Project Objectives. This Risk Register will be utilized by the City in developing the Implementation Agreement Term Sheet. (vii) Funding Analysis
Develop a funding gap analysis based on all Project related revenues, including but not limited to farebox for ridership, ancillary revenues for naming rights, vendors, infrastructure leasing, advertising or others and for joint development opportunities, if applicable.

The funding analysis must account for all public funding sources that may be accessed, including but not limited to State funds and Federal funds and grants.

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(d) Benefit-Cost Analysis
The Developer shall conduct, document and submit a Benefit -Cost Analysis for the Project, taking into account its Transit Solution, in accordance with the methodology and requirements set out in this Section 3.3(d).
(i) Travel Demand Study
For the purpose of the BCA, it is understood that users currently use alternative modes such as rideshare (TNCs) or the bus network between both points, and that demand is sufficient to support commercial operation of the service. The City will provide the Developer travel demand forecasts for the no Project scenario (i.e., if the Project is not implemented) referred to as the "No Project Baseline" and the Project Baseline Ridership (as contemplated in Section 3.3(c)(v)(A)). The Developer may generate a Project Alternative Ridership as contemplated in Section 3.3(c)(v)(B)). As above, the Project Baseline Ridership is intended to inform the development of the Business Case by the Developer and is not intended to be a substitute for the bottom -up, investment -grade ridership projections, fare policy, fare levels and revenue projections to be developed by the Developer for PDA Phase 2 and PDA Phase 3.
(ii) Economic BCA General Principles
The BCA aims to assess the impacts of the Project on society's welfare and compares them to the costs of undertaking the Project over a determined period.

The Developer is required to follow standard economic BCA methodology, using the following steps:
(A) Definition of the "No Project Baseline Conditions" . The baseline conditions describe a scenario in which the Project is not implemented and the consequences of not implementing the Project are assessed. (B) Definition of the Project situation . The consequences of the Project implementation are assessed in the Project situation.
(C) Benefits and costs . Benefits and costs are clearly identified and quantified both under the baseline conditions and the Project situation. (D) Benefit-cost analysis of comparing the Project situation with the baseline conditions. All benefits and costs are discounted using a real discount rate. The outcome of the comparison is summarized using a benefit-cost ratio (BCR) and a Net Present Value (NPV).

The requirements for each step are further described below. (iii) Definition of the "No Project Baseline Conditions" (A) The City will provide the Developer the definition of the No Project Baseline Conditions. The No Project Baseline Conditions will include data and descriptions of the following:
• baseline economic development projections, including planned real estate development, jobs growth, populati on growth, capital investment, etc.;

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• planning and infrastructure improvements not related to the Project that are expected to impact current travel demand patterns; • baseline travel demand and travel patterns, accounting for baseline economic development forecasts and other planning and infrastructure improvements; and
• socio-economic analysis of the project context (population, income, equity, accessibility, etc.).
(B) As part of the No Project Baseline Conditions a Travel Demand Study will be provided by the City. It is anticipated that the study will include person- trips (or vehicle-trips) arriving/departing at both SJC Airport and at Diridon Station, as well as:
• origin-destination (O-D) matrices;
• weekday peak, off-peak and weekend demand;
• purpose of trip (business/leisure);
• travel mode;
• travel times (vehicle-hours or person-hours); and
• average cost per trip (operational cost).
(iv) Definition of the Project Situation
(A) Project Situation. The Developer's definition of the Project shall be consistent with the description of the Project in the technical feasibility assessment section of the Feasibility Validation Report. (B) Analysis Period . USDOT guidance defines the analysis period as reflecting a project’s economical useful life during which benefits associated with the project can be realized, typically extending over the duration of useful life of the proposed investment. While the useful life for the Project is likely to extend beyond 25 years, in the preparation of BCA the Developer shall use an analysis period of 25 years, starting on the first year of construction. The City may adjust the required analysis period to between 25 and 30 years to account for or align with planning horizons and travel demand forecasts.
(C) General Parameters
In preparing the BCA, the Developer must use the parameters shown in Table A3.3.2.

Table A3.3.2 General BCA Parameters
Parameter Value Source
Base year for real values 2021 Bureau of Economic
Analysis

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Parameter Value Source
(see Section 3.3(d)(vii)(A))
Real discount rates
(see Section 3.3(d)(vii)(B))
7% per year and 3% per
year
OMB and USDOT
Analysis period 25 years, subject to City
confirmation within a 25-30
year period
City

(v) Benefits
(A) Identification of Benefits
Anticipated Quantifiable Benefits for BCA
As further described in Section 2 (Project Overview), the objective of the Project is to provide a new direct transportation connection where there currently is none between Diridon Station and SJC Airport. The benefits to society related to the City's investment in the Project shall be monetized and recorded in the BCA. Referenc e methodologies and required parameters are detailed in the following sections.

The Developer is required to include at a minimum the benefits listed below.

If additional benefits are identified, the Developer must support the analysis using clear evidence and industry best practice methodologies. • Travel time savings resulting from mode shifting from existing/No Project Baseline Conditions transportation mode(s) to the new alternative.
• Emissions reductions from fewer vehicle trips due to mode shift from the No Project Baseline Conditions transportation mode(s) to the new alternative, calculated as social cost of carbon savings. • Operational cost savings to users comparing the fee/fare of the alternative costs to users with the cost of the No Project Baseline Conditions mode(s).

Other Benefits
When developing the Project situation that depicts the strategic case for investment and the anticipated effects of the investment on the No Project Baseline Conditions, the Developer may include other impacts than those listed above.

The Developer must clearly articulate the linkages between the Project improvements and the described outcomes, and only account for incremental benefits to the No Project Baseline Conditions. The benefits must be quantified and monetized where possible. T he benefits must not

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be included in the BCR or NPV calculations, and must be addressed separately to those listed above.

Wider benefits may include:
• Additional airport customers and associated spend due to improved service convenience and reliability (note that new/ additional trips are monetized in the BCR through value of time). • Property value increases and value capture potential from properties within 0.5 to 3/5 of a mile from the station, due to improving connections between Diridon Station and SJC Air port; value capture typically is expressed as potential incremental fiscal revenue to the City.
• Wider economic development benefits, such as potential higher concentration and/or higher value of jobs at the SJC Airport, and airport and station vicinity due to the improved service. • Improved service reliability tends to be closely correlated to travel time savings as potential travel delays improve because of the Project.
• Road safety improvements and reduced likelihood of fatality and crashes from fewer vehic les on the road and improved roadway conditions. This is not anticipated to be a major objective for this Project.
• Other qualitative benefits such as improved comfort, users perceived improved safety, quality of life of local residents and visitors (such a s improved pedestrian connectivity), equity improvements from improved access to transit or affordable transport mode compared to the existing conditions, or resilience and sustainability improvements (other than emissions and GHG savings).

Negative Externalities
The Developer is required to identify, quantify where possible and qualify otherwise negative externalities that are expected to occur due to the Project both during construction and operations. Mitigation strategies shall be provided to help addre ss disbenefits to users and the economy.

Negative externalities for the Project could include and but not limited to:
• Street closures, increased congestion and increased travel time, potential noise, and local air quality impact during construction and/or operations.
• Equity considerations related to proposed farebox.
(B) Travel Demand Forecasting
The Developer must develop a travel demand forecast and travel demand model for the Project over the analysis period, independent from the Project Baseline Ridership s tudy provided by the City. The forecast must

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include comparable travel forecasting variables that will be developed and provided by the City for the No Project Baseline Conditions outlined in Section 3.3(d)(iii).

The Developer may only account for changes in demand against the No Project Baseline Conditions.

Future demand can include and must differentiate between:
• Mode shift demand: users estimated to shift mode f rom existing mode(s) to the Project.
• Additional or induced demand: new trips created because of the new service, users who would not otherwise have travelled to/from SJC Airport and Diridon Station.

Analytical assumptions such as mode shift and induced dem and must be clearly documented and supported by appropriate evidence in the BCA.

Travel Time Savings
Given the nature of the Project, the primary type of anticipated benefit is travel time savings because of a new service between Diridon Station and SJC Airport compared to current travel patterns.
• The Project's travel forecast model must provide estimated travel times (expressed in person -hours) for passengers, which will be compared to the No Project Baseline Conditions travel times. • The Developer must use the Value of Travel Time Savings (VTTS) presented in Table A3.3.3 to monetize Travel Time Savings fo r passengers for the Project.
• Trip purpose must be applied when monetizing VTTS: business trips are estimated to have a higher economic value than personal trips (leisure, tourism, non-work trips).
• If mix of personal and business travel remains unclear fr om the City's travel demand study, the blended rate can be used.

Table A3.3.3 Hourly values of travel time savings ( $2019 per person hours, adjusted to City of San Jose median income per capita, 2019) Parameter Value ($2021) Value ($2021)
Local travel, surface modes US average City of San Jose adjusted Personal (including
commuting)
$ 15.04 $ 15.92
Business $ 25.43 $ 26.91

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Parameter Value ($2021) Value ($2021)
All purposes (weighted
average)
$ 16.32 $ 16.42

Average Vehicle Occupancy
Many travel time estimates are based on vehicle-hours. Average vehicle occupancy is needed to calculate person -hours for travel time savings.

Occupancy factors for personal vehicles listed below include both overall value and separate factors that differentiate between weekday peak / off- peak and weekend travels.

Table A3.3.4 Average vehicle occupancy rates
Peak Time Average Vehicle Occupancy (1)
Early AM 1.04
AM Peak 1.26
PM Peak 1.21
Evening 1.18
All day average 1.21
(1) Per peak period during weekdays, City of San Jose, excluding commercial vehicles (based on MTC Travel demand model for Plan Bay Area 2050, data in base year 2015). (C) Social Cost of Emissions
The Project will likely reduce the number of vehicle -trips from the road network, creating greenhouse gas emissions (GHG) savings and associated social cost savings. The Developer shall refer to the updated economic values by metric -ton of emissions between 2020 and 2050 in 'Technical Support Document: Social Cost of Carbon, Methane, and Nitrous Oxide Interim Estimates un der Executive Order 13990' ( Interagency Working Group on Social Cost of Greenhouse Gases, United States Government , February 2021).

Benefits estimates for social cost of GHG savings must include:
• Carbon dioxide (CO2)
• Methane (CH4)
• Nitrous oxide (N2O)
The economic value of reduced emissions during each year of the analysis period will be monetized as follows:

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Emission Reduction Benefit in given year = Quantity reduced (in metric ton) x Monetized value in given year
Calculating Reduced Quantity of Emissions
The Project's travel demand forecast model will provide estimated vehicle- miles traveled (VMT) that can be compared to the No Project Baseline Conditions. This change in VMT can be used to calculate a reduction in quantity of emissions, using the parameters below.

Parameter Value Source
Conversion factor 8,887 gr. CO2
emissions /
gallon
Federal
Register
2010
Fuel economy, weighted average combined cars and
light trucks

22.5 miles /
gallon
FHWA
2020
Ratio of carbon dioxide emissions to total greenhouse
gas emissions (including carbon dioxide, methane, and
nitrous oxide, all expressed as carbon dioxide
equivalents) for passenger vehicles

0.993 EPA 2020

Monetized Values of Emissions
The Developer must use the annual social cost estimates per metric ton of CO2, CH4 or N2O included in the tables A -1, A-2, A-3 (p 45 -47) of the 'Technical Support Document: Social Cost of Carbon, Methane, and Nitrous Oxide Interim Estimates under Executive Order 13990' ( Interagency Working Group on So cial Cost of Greenhouse Gases, United States Government, February 2021).

Annual values must be adjusted to 2021 dollars.

The tables include different estimates based on different discount rates.

The Developer must use the following relevant data when calc ulating present value of emissions:

BCA Scenario SC-GHG Discount Rate Reference
7% annual discount rate 5% average discount rate annual statistics 3% annual discount rate 3% average discount rate annual statistics

(D) Operational Cost Savings
Operational cost savings must differentiate between users in the following way:

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User/ Baseline
Travel Mode
Saving Description Value
Personal vehicle owner Savings observed from reduced use of personal vehicle associated with costs of
owning and driving a personal vehicle;
includes fuel, maintenance, ownership
and depreciation savings.
$ 0.49 / mile
($2021)
TNC Difference in average fare / trip at peak
times
As determined in
Baseline Conditions
Travel Demand
Study
Transit Difference in average fare / trip at peak
times
As determined in
Baseline Conditions
Travel Demand
Study

(vi) Cost Estimates
Cost estimates shall be consistent with the requirements of Section 3.3(c) (Financial Feasibility).

Typical BCA methodology requires the preparer to only account for the net operations and maintenance costs compared to the baseline conditions. However, for this Project, the existing infrastructure (road network, and possibly the transit service) is expected to continue its current and forecasted level of service and operations even with the Project being implemented. The Developer is required to assume the Project will not create any operating and maintenance savings for the existing infrastructure, and all gross operations and maintenance costs for the Project are net, unless the City notifies the Developer otherwise. (vii) Presenting BCA Results
(A) Real Values
All monetized values used in the BCA must be expressed in real values (i.e., constant dollars). Any nominal values (i.e., including inflation assumptions) must be adjusted to 2021 real values, based on the GDP Deflator included in Appendix A.
(B) Discounting
Discounting is a second adjustment to account for the time value of money, as benefits and costs that occur sooner are more highly valued than those that occur in the future. As a result, future costs and benefits are all expressed in present value terms (PV). Present values are calculated from monetized values expressed in real terms with the effects of inflation removed.

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The Developer shall use the following formula to discount future benefits and costs:

𝑃𝑉 = 𝐹𝑉 (1 + 𝑖) 𝑡
Where:

PV = Present discounted value of a future payment from year t FV = Future value of payment in real dollars in year t
i = Real discount rate applied
t = Years in the future for payment (where base year of analysis is t = 0)
(C) Results
The outcome of the comparison is summarized using a Benefit -Cost Ratio (BCR) and a Net Present Value (NPV).

The Developer must calculate and present the costs, benefits and results using two real discount rates individually: a 7 percent per year (USDOT discount rates required for discretionary grants), and a 3 percent per year (OMB guidance).
• Net Present Value is the result of difference between the Prevent Value of the Benefits (PVB) and the Present Value of the Costs (PVC):

NPV= PVB – PVC
• The Benefit-Cost Ratio results from calculating the ratio between the PVB and PVC:

BC Ratio = PVB/PVC

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(viii) Appendices to this Section 3.3(d) of Part A.

APPENDIX A: GDP DEFLATOR
Table A3.3.5 Inflation adjustment values
(Source: Bureau of Economic Analysis, National Income and Products Accounts, Table 1.1.9, 'Implicit Price Deflators for Gross Domestic Product', January 2022) Base Year of Nominal Dollar Multiplier to Adjust to Real $2021 2002 68.46
2003 71.81
2004 75.49
2005 78.61
2006 81.52
2007 83.79
2008 81.27
2009 78.73
2010 80.96
2011 82.73
2012 84.49
2013 87.15
2014 90.70
2015 95.02
2016 98.29
2017 102.08
2018 106.13
2019 109.70
2020 114.79

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APPENDIX B: SOCIAL COST OF GHG EMISSIONS
Please refer to the following reference data that can be found in https://www.whitehouse.gov/wp- content/uploads/2021/02/TechnicalSupportDocument_SocialCostofCarbonMethaneNitrousOxide.pdf.

Emissions Table Reference Page
Annual social cost of CO2,
2020-2050
A-1 45
Annual social cost of CH4,
2020-2050
A-2 46
Annual social cost of N2O,
2020-2050
A-3 47

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3.4 Developer Submittal List
In accordance with Section 13.3(a)(iii) of this Agreement, the Developer shall prepare and submit to the City for the City's review and acceptance the Developer Submittal List.

3.5 Project Meetings and Stakeholder Engagement
(a) The Developer must convene, attend and actively participate in all meetings of the Senior Project Group and Working Groups and any other meetings in accordance with Article 6 (Cooperation and Governance) of this Agreement, this Exhibit 5 and, during PDA Phase 2 and PDA Phase 3, the Project Plan.
(b) Risk Management Meetings
(i) The Developer acknowledges the importance of risk management as part of the PDA Work. Therefore, t he Developer must convene, actively participate in and attend risk management Working Group meetings with the City's Representative on a monthly basis or as otherwise directed by the City's Representative. (ii) At risk management Working Group meetings, the Developer shall actively manage the risks for the Project and shall:
(A) develop, review, and make updates to the Risk Register including identifying new risks and reflecting discussions and decisions made during the meeting, including with respect to the matters listed below; (B) develop proposals and seek solutions for avoiding or mitigating the risks listed on the Risk Register;
(C) develop qualitative and quantitative analysis of the risks; (D) consider different approaches to the risk allocation for the Implementation Work for the purposes of preparing the Implementation Proposal; (E) suggest specific actions to be taken by the Parties in response to the risks listed on the Risk Register;
(F) remove from the Risk Register those risks which have been avoided or passed and document the resolution;
(G) otherwise assess, review, and monitor risks and risk response strategies as required under Section 4.5(e)(ii) or as otherwise required by this Exhibit 5; and
(H) together with the City, determine the risk allocation assumptions to be used for the purposes of preparing the Feasibility Validation Report (in the case of PDA Phase 1) and the Implementation Proposal (in the case of PDA Phase 2).
(c) The Developer shall support the City with technical stakeholder meetings and public and community meetings, as is necessary to test and validate the stakeholder or community- related assumptions to be included in the Feasibility Validation Report.

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3.6 Project Due Diligence
The Developer is responsible for reviewing th is Agreement and all Reference Documents and identifying and performing suppl emental research, surveys and Site Investigations of the site conditions and utilities within the Project Site, and all other investigations related to the Project necessary to prepare the Feasibility Validation Report . All such research, surveys and investigations shall be performed in accordance with the terms of th is Agreement including Section 10 ( Project Site Access and Investigations ) of th is Agreement and all applicable requirements set out in Section 4 (Scope of PDA Phase 2 Work).

3.7 All Other PDA Phase 1 Work
The Developer shall perform all other activities and PDA Phase 1 Work:
(a) that the Developer is required to perform during PDA Phase 1 under the terms of th is Agreement and that is necessary to be performed to comply with its obligations under this Agreement; and
(b) as may be required to satisfy the conditions to NTP 2 set out in Section 2.2(d) (Phased Work and Notices to Proceed) of this Agreement.

3.8 Feasibility Validation Criteria
In evaluating and determining whether to accept the Feasibility Validation Report and to proceed to PDA Phase 2, the City will consider the extent to which:
(a) the Developer has demonstrated the Financial Viability of the Business Case; (b) the Developer has demonstrated the technical viability of the Transit Solution; (c) the Transit Solution and Business Case achieve the Project Objectives; (d) the Developer has demonstrated that the Transit Solution and Business Case are responsive to the Technical Requirements;
(e) the Transit Solution and Business Case offer the best value to the City and to the Project over the long term; and
(f) the Developer has demonstrated a proposed approach to c arrying out the PDA Phase 2 Work and PDA Phase 3 Work that is efficient, clear, transparent, complete and logical, has demonstrated an ability to effectively partner with the City during PDA Phase 2 and PDA Phase 3 and the PDA Cost Cap for subsequent PDA Phases is acceptable to the City.

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4. SCOPE OF PDA PHASE 2 WORK

4.1 Overview
(a) This Section 4 of Part A sets out the City's minimum requirements for the PDA Phase 2 Work.
(b) The objective of PDA Phase 2 is to advance multiple work streams to satisfy the conditions set forth in Section 2. 2(e) (Phased Work and Notices to Proceed ) of this Agreement. An outline of the anticipated scope of the PDA Phase 2 Work follows:
(i) develop the concept design of the Transit Solution and to support the Environmental Approval Process, as further described in Section 11 (Environmental Approval Process) of this Agreement, and to a level that enables the Developer to provide a firm, fixed price for the Transit Solution during PDA Phase 3;
(ii) perform Site Investigations and further project due diligence to inform the risk analysis process;
(iii) develop cost estimates, schedule, business model and Financial Plan on an Open Book Basis;
(iv) develop the Implementation Agreement Term Sheet and Implementation Agreement (including the Technical Requirements) in accordance with Article 14 (Implementation Proposal Procedures and Implementation Agreement ) of this Agreement;
(v) conduct community engagement activities;
(vi) if applicable, support the City in the advancement of the Environmental Approval Process including providing, at the City's d irection, necessary technical and management resources and engineering plans, studies and other materials that may be required for the City to progress the Environmental Approval Process while minimizing the time taken to complete the Environmental Approval Process; and
(vii) support the City in other approval processes including federal and State grant programs and permit requirements.

4.2 Project Plan
(a) The Developer shall develop the Outline Project Plan into a comprehensive Project Plan containing sub-plans in accordance with this Section 4 for review and approval by the City. Following approval, the Developer shall comply with and implement the Project Plan during PDA Phase 2 and PDA Phase 3 and update the Project Plan as required under, and in accordance with and at the times required by , this Exhibit 5 (if specified) and otherwise in accordance with this Agreement and the approved Developer Submittal List. (b) The Project Plan shall categorize the PDA Phase 2 Work and PDA Phase 3 Work into the separate work streams contemplated in Table A4.2.1 and as further described in this Section 4.

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Table A4.2.1 PDA Phase Work Streams and Sub-plans
Work stream Sub-plan Summary of topic(s)
addressed
PDA Management and
Controls
(See Section 4.3)
PDA Management Plan Overall approach and
schedule for the Project's
development during PDA
Phase 2 and PDA Phase 3
Quality Management Plan
(QMP)
Approach to quality
management
Financial and
Commercial
Development
(See Section 4.4)
Financing Management
Plan
Development of the
Finance Plan
Technical
Development
(See Section 4.5)
Design Management Plan Development of the
engineering design,
specifications, and
related documents for
the Transit Solution,
including the plan to
develop the Transit
Solution during the PDA
Phase to achieve
Technical Readiness
Level of 9
O&M Development Plan Development of the
operations and
maintenance plans and
requirements for the
Project
Ridership and Revenue
Forecasting Plan
Development of ridership
forecasts and their
corresponding farebox
revenue projections as
well as ancillary revenue
projections
Cost and Risk
Management Plan
Development of cost
estimates, schedules,
and the risk management
system

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Work stream Sub-plan Summary of topic(s)
addressed
Environmental,
Governmental
Approvals and
Outreach
(See Section 4.6)
Government Entity
Coordination Plan
Approach to the
Environmental Approval
Process and coordination
with Government Entities
with respect to
Governmental Approvals
Public Outreach and
Engagement Plan
Approach to public
outreach and
engagement and
coordination with the City
on outreach and
engagement
Subcontractor Bidding
and Selection
(See Section 4.7)
Subcontractor Bidding
and Selection Plan
Approach to
subcontracting and
selecting contractors to
perform the
Implementation Work
Implementation
Agreement
(See Section 4.7)

N/A N/A

(c) The management of the PDA Phase work streams must be carefully planned and organized within the Project Plan to reflect a clear understanding of the interdependencies among them and the Developer's ability to manage such interdependencies. The Project Plan should also demonstrate the interdependencies between the Developer Submittals described in this Section 4 and the relevant PDA Milestones.
(d) The Project Plan must incorporate and reflect lessons learned from the conduct of the PDA Phase 1 Work.

4.3 PDA Management and Controls
The Developer shall provide all necessary project management, labor, services and coordination throughout PDA Phase 2 and PDA Phase 3. This shall include the following Developer Submittals and subtasks:
(a) PDA Management Plan
(i) The PDA Management Plan must describe the over all approach for the development of the Project during PDA Phase 2 and PDA Phase 3 and administration of the PDA Phase 2 Work and PDA Phase 3 Work, organized by the work streams shown in Table A4.2.1.
(ii) At a minimum, the PDA Management Plan must:

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(A) include a c omplete description of the overall scope of the PDA Phase 2 Work and PDA Phase 3 Work;
(B) describe and distinguish between the roles and responsibilities, including the organizational structure, of the Developer and its development team to perform their corresponding scope of the PDA Phase 2 and PDA Phase 3 Work;
(C) describe how the Developer plans to collaborate and coordinate with the City for tasks led by the City, reviews, approvals, interfaces, and other actions required of the City for the Developer to perform the corresponding scope of the PDA Phase 2 Work and PDA Phase 3 Work;
(D) where applicable, include cross -references to Developer Submittals contemplated in the accepted Developer Submittal List;
(E) include a PDA Work Schedule that complies with the requ irements in Section 4.3(a)(iv)(A), including the PDA Milestones and how the content of each Developer Submittal interrelates with one another; (F) include a specific, actionable and measurable work plan that:
• manages and organizes human and material resources for the Project, including the Developer's budget for Allowed Costs; • defines communication lines and methods, identifies
communication roles and responsibilities, and frequency of communications, which communications tools and media will be used, and any specific factors for initiating communication; • delineates the progress reporting process including the specific requirements in Section 4.3(a)(iv)(B), including a methodology to manage requirements, and to create benchmarks and key
performance indicators reflecting milestone achievement; and • details the Developer's approach t o collaborate diligently, transparently, and in good faith with the City to achieve the Project Objectives and develop the Project in compliance with the Technical Requirements and the Alignment Constraints.
(iii) The Developer is responsible for directing and m onitoring Subcontractors ' performance of the PDA Work, including requiring Subcontractors to conform to the approved PDA Management Plan. The Developer shall manage Subcontractors, monitor progress and costs and include progress reports on these matters in the Monthly Progress Reports or the Allowed Costs reports contemplated in Section 4 (Reporting of Allowed Costs for PDA Work ) of Exhibit 12 (Allowed Costs ), as applicable.
(iv) Specific requirements for the PDA Work Schedule and progress reporting are set out below:
(A) PDA Work Schedule
The PDA Management Plan must include a PDA Work Schedule setting out the Developer's proposed schedule for carrying out the PDA Work. The PDA

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Work Schedule must demonstrate how the Developer plans to: (1) achieve the PDA Milestones; and (2) manage progress of its activities throughout PDA Phase 2 and PDA Phase 3. The PDA Work Schedule will also be used to track the progress of the PDA Phase 2 Work and PDA Phase 3 Work and to help the City plan for and manage its corresponding activities.

The PDA Work Schedule must be organized according to the work streams shown in Table A4.2.1.

The PDA Work Schedule must be developed using Primavera 6 (or any alternative software as may be agreed to by the City) and must be delivered in a printable document as well as in the native XER file (or any alternative format as may be agreed to by the City). The level of detail in the PDA Work Schedule must align with the project design development stage following best practices as defined by the Association for the Advance of Cost Engineering (AACE).

A one-page summary schedule, on a maximum 11x17 page size, must accompany each PDA Work Schedule submittal, summarizing each grouping of activities in overall durations, based on the work streams. The summary schedule must be at a high-level that easily defines the Project's phases and key milestones and must be suitable for the City to share with stakeholders. It must be in a format approved by the City.

At a minimum, the PDA Work Schedule must provide the means for:
• updating and submitting it to the City at regular intervals and according to the PDA Milestones;
• measuring progress against the planned schedule and how progress will be evaluated and reported;
• reporting "look ahead" information for upcoming activities; • grouping milestones, including but not limited to the PDA Milestone, with interdependencies to maintain schedule efficiencies and completeness;
• managing schedule risk;
• managing the process to obtain approvals, including Governmental Approvals, approvals for funding and/or financing sources, and, to the extent applicable, approvals necessary to acquire the Project's right-of-way and/or secure right -of-way agreements with third parties, each as needed to implement the Project; and
• an appropriate basis to prepare cost estimates, resourcing plans, and to assess time-related costs and risks.
(B) Progress Reporting
The PDA Management Plan must describe the Developer's approach to submitting Monthly Progress Reports to update the City on a monthly basis (or at another reporting interval, as may be otherwise agreed by the

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Parties) on progress of the various aspects of the PDA Phase 2 Work and PDA Phase 3 Work.

At a minimum, the Developer's approach must address:
• progress status of each of the w ork streams defined in Table A4.2.1;
• updates to the PDA Work Schedule, including actual progress of the PDA Phase 2 Work and PDA Phase 3 Work during the prior 90- day period and progress forecasted for the next 90 -day period, which may include recovery of time, as needed;
• quality control checklists and status update, including any Developer-led quality audits, including status reports to the City on any non -compliance actions with the Developer's obligations under this Agreement;
• an update of the Developer' s compliance with the Developer Submittal List; and
• other pertinent and timely discussion topics, as needed. (b) Quality Management Plan (QMP)
(i) The QMP must describe the controls, processes and procedures the Developer will implement to verify compliance of the PDA Phase 2 Work and PDA Phase 3 Work with applicable requirements under this Agreement.
(ii) The QMP must identify and describe the responsibilities of the Developer's quality assurance manager. At a minimum, the quality assurance manager must be dedicated to the Project, be responsible for the Developer's overall quality - assurance program (which must cover the PDA Phase 2 Work and PDA Phase 3 Work performed by the Developer or any Subcontractor), work separately and independently from the Developer and report directly to the Developer Project Director and Developer Project Manager.
(iii) At a minimum, the QMP must:
(A) require the Developer to p erform all quality management tasks required to ensure compliance with the requirements of this Agreement, including the requirements of any Government Entity;
(B) describe the Developer's responsibilities for performance, oversight, and verification of the PDA Phase 2 Work and PDA Phase 3 Work; (C) describe the overall approach to manage the quality of: (x) all the activities carried out by the Developer and the other development team members during PDA Phase 2 and PDA Phase 3; and (y) the Developer Submittals; (D) describe the process for quality checkpoints and regular reviews, independent checks and balances, and full quality audits, which must be conducted when required by the City;

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(E) document progress related to the PDA Milestones during PDA Phase 2 and PDA Phase 3;
(F) report the Developer's quality assurance activities conducted with each significant deliverable to demonstrate verifiable and objective evidence of compliance with the requirements of this Agreement, including this Part A; and
(G) clearly differentiate among t he different work streams and provide customized and appropriate quality management systems for each (e.g., engineering vs. ridership forecasting vs. financial modeling, etc.). (iv) The QMP must be prepared and implemented in accordance with ISO 9001:
"Quality Management Systems – Requirements."
(c) Project Meetings
(i) The Developer must continue to convene, attend and actively participate in all meetings of the Senior Project Group and Working Group s (including risk management Work Groups) and any other meetings in accordance with Article 6 (Cooperation and Governance) of this Agreement, this Exhibit 5 and the Project Plan.
(ii) The Developer must continue to support the City with technical stakeholder meetings and public and community meetings, as further describe d in the applicable sections of the Project Plan.

4.4 Financial and Commercial Development
The Developer shall refine the Business Case and commercial structure proposed in the Feasibility Validation Report during PDA Phase 2 to detail its approach to financin g and structuring the Project and achieving Commercial Close and Financial Close. This will involve updating assumptions and projections used in the Feasibility Validation Report based on the updated Project scope, design, cost estimates, City funding and financial market conditions , where applicable in accordance with Attachment 1 and Attachment 2 of this Part A unless otherwise specified by the City . This shall include the following Developer Submittals and subtasks:
(a) Financing Management Plan
(i) The Financing Management Plan must describe the Developer's processes and procedures to develop the Finance Plan during PDA Phase 2 and PDA Phase 3. (ii) The Financing Management Plan must clearly identify the proposed timelines and due dates for the City to review and approve the Finance Plan. (iii) At a minimum, the processes and procedures established in the Financing Management Plan must describe:
(A) the process to determine and promptly disclose to the City any materially adverse changes in the financial strength information previously submitted to the City in connection with the Project for each of the Equity Members, which disclosures must be accompanied by the applicable financial statements for the periods since those most recently submitted to the City;

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(B) a plan to develop revenue streams generated by the Project, such as but not limited to from transit farebox, and how these revenues support its Finance Plan;
(C) if the accepted Feasibility Validation Report contemplate s joint development or similar real estate components as part of the Finance Plan to support the Project's financing, include: (1) the process and schedule to develop such applicable elements of the Finance Plan, such as market studies, feasibility analyses, application for and securing of funding sources, development of revenue streams to support the Project, and other relevant matters; and (2) the pro forma(s) for such components (" Pro Forma").

This process must identify the Developer's and the City's roles, interaction with third parties, processes to secure entitlements, and other relevant instances of coordination and approvals by the City and/or any other third parties;
(D) a process to identify, develop, and secure public funding sources for the Project to supplement revenue streams generated by the Pro ject and, if contemplated in the Feasibility Validation Report, working in collaboration and coordinated with the City to develop joint developments; (E) a process to competitively select and negotiate with debt providers to ensure that the Project's debt is p rocured on the most favorable terms possible;
(F) a process to submit to the City for review and endorsement progressive versions of a debt financing plan, in accordance with the applicable PDA Milestones, which plan must describe the debt instruments and determine their amount, tenor, principal terms and conditions (interest rate, fees, drawdown schedule, covenants, conditions precedent, any hedging and/or monoline insurance, among others), lead arrangers/managers, underwriters and/or private placement agents, credit rating needs, as applicable (the "Debt Financing Plan");
(G) a process to confirm commitments from Equity Members, identifying each investor (including new Equity Members, which must meet the same financial strength and experience requirements of the Equity Members the Developer identified in PDA Proposal), the amount of funds committed by each Equity Member, and supporting documentation, including the terms and conditions of their subscription, and the time horizon of their investment in the Project Company;
(H) a process to update and develop the Initial Base Case Financial Model included in the accepted Feasibility Validation Report, which shall be included in the Finance Plan, including the procedures and timing for auditing by an independent financial model auditor;
(I) procedures to ensure the Finance Plan, Initial Base Case Financial Model and Pro Forma, if necessary, are prepared according to the requirements set out in Attachment 1 of this Part A including their corresponding data books, user guides, assumptions, sources and uses, and detailed cash flow models showing all relevant Project stages following Commercial Close;

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(J) procedures to update progressive versions of the Initial Base Case Financial Model, which must be submitted to the City as part of the Finance Plan at the relevant PDA Milestones and how the Initial Base Case Financial Model will produce any outputs that are required by the City; (K) a process to obtain an opinion letter prepared by the Developer's financial advisor stating that the Finance Plan is reasonable, achievable, and sufficient to fully fund the obligations expected under the Implementation Agreement for the Project Company. The opinion letter must also identify any material assumptions and risks associated with their opinion; and (L) procedures for reporting of quarterly cost audits of the Developer's Allowed Costs, as required in Exhibit 12, and status updates of any other audits performed by the Developer or required by the City.
(b) Finance Plan
(i) The Developer shall develop a Finance Plan for the Project for the City's review and approval as further described in, and in accordance with the requirements of, the Financing Management Plan.
(ii) The Finance Plan must:
(A) be consistent in content and format with the accepted Feasibility Validation Report;
(B) be prepared in accordance with Attachment 1 and Attachment 2 to this Part A; and
(C) include a summary of the Developer's approach to reaching Commercial Close and Financial Close.
(iii) The Developer shall continue to refine the Finan ce Plan throughout PDA Phase 2 and resubmit the revised Finance Plan for the City's review and approval at times required by the Financing Management Plan and Developer Submittal List. Each revised Finance Plan shall include a revised Initial Base Case Financial Model. (c) Initial Base Case Financial Model
(i) The Finance Plan shall include an Initial Base Case Financial Model clearly identifying any proposed revenues sources as well as anticipated operations and maintenance costs, reserve deposits and major mainte nance/lifecycle costs as further described in, and in accordance with the requirements of, the Financing Management Plan.
(ii) Each submission of the Initial Base Case Financial Model shall be prepared in electronic format using MS Excel and be based on the for m included in the approved Feasibility Validation Report.
(d) Funding and Financing Programs
The Developer shall support the City with applications for local/State/federal grants and financing as determined by the City. This may include the provision of specif ic data, preparation of certain plans and/or engineering data required by the grantor as part of the application processes.

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4.5 Technical Development
The purpose of this work stream is to develop the Transit Solution and the design, costs, schedule, Government al Approvals and risk allocation for the Project, consistent with the Technical Requirements and the Alignment Constraints. The Developer Submittals contemplated in this Section 4.5 shall be consistent with the technical feasibility sections of the accepted Feasibility Validation Report.
(a) Design Management
(i) The Developer shall collaboratively manage the design process and prepare a basis of design report (" BOD Report") unique to its Transit Solution. The BOD Report shall be used as the basis of the Developer's design (including alignment geometry, structure selection, station design and operational control systems), comparison of options, and for assessing the ability of the design to perform in accordance with the Technical Requirements and the other requirements of this Agreement.
(ii) The BOD Report shall also incorporate requirements from environmental documentation, federal , state and local jurisdictions, utility districts, and any other relevant Third Party or Government Entity. Where no applicable standard exists, the Developer shall propose a standard within the BOD Report. (iii) Where any design-related Developer Submittal does not meet every requirement of the BOD Report, the Developer shall make an annotation identifying applicable changes and including a description of the design variances and deviations associated with the design.
(iv) The BOD Report shall include a sub -section containing the specific operational and performance requirements for transit service design, including: (A) travel times, operational headways and overall system capacity in terms of passengers and vehicles per hour that are consistent with the Technical R equirements and the other requirements of this Agreement ; and (B) the safety and security requirements for the Project.
(b) Design Development and Engineering Management
The Developer shall design and submit, at a minimum, design packages to the City for review and approval at agreed levels of completion and in accordance with the requirements of this Agreement and at the times required in this Exhibit 5 and the Developer Submittal List. The design shall comply with the requirements of Section 3.3(a) and shall separately address each element of the Project, including: guideway; stations; structure design and associated infrastructure; maintenance and storage facilities; vehicles; systems; utility relocations; street improvements (if applicable); and, landscaping. Specific design requirements for each element of the Project will be incorporated in any Validation Amendment.
(i) Design Management Plan
The Design Management Plan must describe the Developer's plan to develop all engineering-related aspects of the Transit Technology and the Transit Infrastructure such that they are:
• capable of delivering a complete and fully integrated Transit Solution;

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• developed to achieve the Implementation Work Schedule submitted by the Developer and approved by the City; and
• sufficiently developed to enable fixed -price, date -certain pricing for the Implementation Work.

At a minimum, the Design Management Plan must:
(A) describe how the Developer will develop the design and engineering of the Transit Technology, including its development, testing, and other tasks needed to achieve a Technology Readiness Level of 8, including securing all required regulatory permits for operations;
(B) describe how the Developer will plan ongoing development of the Transit Technology after start of revenue service to deliver value -added operational enhancements beyond those defined in the Technical Requirements;
(C) describe how the Developer will de velop the engineering of the Transit Infrastructure to address the constraints and opportunities of the right-of- way (including satisfaction of the Alignment Constraints), integration with Diridon Station and SJC Airport and facilities, as applicable, and integration with the City of San José’s urban infrastructure, while addressing the wide range of related issues including but not limited to multi-modal integration, streets and local transportation, utilities, parks, etc.; (D) address how the Developer will ensure that the Transit Solution can satisfy the Developer's projections for ridership demand with a service that meets or exceeds the user -centered performance requirements defined in the Technical Requirements, including addressing future ridership growth and expansion opportunities;
(E) address how the engineering work will be managed to achieve the PDA Milestones, including reviews and/or approvals by the City and third parties as contemplated in the Developer Submittal List;
(F) address how engineering reviews by the City will be managed by the Developer, including resolution and record -keeping of City design review comments;
(G) address the Developer's approach and procedures for change management, including how changes to any Developer Submittal will be recorded, tracked and communicated to the City;
(H) describe how design and engineering development will be coordinated with the Environmental and Outreach work stream described in Section 4.6, and describe how the Developer must incorporate input or feedback received through the Environmental Approval Process and public outreach processes.
(ii) Design Reviews
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design deliverables from the City and other Government Entities ("Design Reviews").
(B) The Design Reviews section must highlight where and how these procedures vary between th e City and other Government Entities. If reviews by other third parties, such as private landowners, are necessary these must be addressed in the Design Management Plan.
(C) At a minimum, the procedures in the Design Reviews section of the Design Management Plan and, to the extent applicable, the Developer Submittal List must contemplate the following:
• must be consistent with Section 13.3 (Developer Submittals ) of this Agreement;
• the Developer must submit to the City for review and approval changes made to the Project design in connection with or after major milestones related to the development of the Technology Solution and other relevant milestones (e.g., the Developer's procurement of the construction contractor, as applicable); • the Developer must work with Government Entities to complete reviews of design deliverables as required under any applicable Third Party Agreement or to obtain any applicable Governmental Approval;
• the Developer must be solely responsible for coordinating, scheduling and facilitating timely meetings with Government Entities and Third Parties, make necessary submittals and obtain reviews and approvals (if applicable), as required to comply with this Agreement;
• the Developer must provide a minimum of 7 days' notice to the City before the Developer makes submittals to Government Entities; and
• the Developer shall r equest assistance from the City's Representative to collaborate regarding contact with Government Entities, if necessary.
(c) O&M Development
The Developer is responsible for developing operations and maintenance plans that define how the Project will be operated and maintained ("O&M Plans"). The Developer shall prepare a plan (the " O&M Development Plan ") describing the Developer's approach to developing O&M Plans, procedures, standards and costs for operations and maintenance during PDA Phase 2 and PDA Phase 3 that comply with the Technical Requirements and are unique to its Transit Solution. At a minimum, this approach must describe how the Developer will:
(i) ensure consistency w ith the operational and performance elements of the BOD Report and otherwise achieve the Technical Requirements and other requirements of this Agreement;

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(ii) seek input from, submit Developer Submittals for review to, and obtain approvals from the City, as app licable and in accordance with Section 13.3 ( Developer Submittals) of this Agreement;
(iii) coordinate the O&M Plans with the Airport and the Diridon Station operations; (iv) develop the final scope and details of the O&M Plan based on the Developer's:
(A) ridership and revenue forecast;
(B) plans to accommodate the City's and regional fare integration and equity policies and requirements, subject to the City's review and approval; (C) final Technical Requirements for the Transit Technology; (D) final design for the Transit Infrastructure; and
(E) handback provisions, as applicable, subject to the City's review and approval; and
(v) develop a commissioning and operational readiness plan. (d) Ridership and Revenue Forecasting
The Developer shall prepare a plan (the "Ridership and Revenue Forecasting Plan") describing the Developer 's approach and methodology to develop bottom -up, investment-grade ridership projections, fare policy, fare levels, and revenue projections.

The Developer is responsible for conducting ridership and revenue forecasting in accordance with the Ridership and Revenue Forecasting Plan and consistent with, but developing upon, the ridership and revenue analysis conducted during PDA Phase 1. The Ridership and Revenue Forecasting Plan must:
(i) describe how the ridership and revenue pl an is integrated with the Project 's commercial operations and must be supported by market revenues, detail assumptions and methodologies (including but not limited to data collection, modelling, model calibration, sensitivity analysis, and risk analysis); (ii) describe how it addresses transit access equity; and (iii) describe how the Developer will address a potential City role in setting fares (should the City choose to do so).
(e) Cost Estimates and Risk Assessment
The Developer is responsible for:
• preparing and providing cost estimates for the CapEx, OpEx and capital asset replacement costs of the Project, a cost estimate methodology report and preparing a transparent approach to managing costs for the Implementation Work; and
• working collaboratively with the City to develop and refine the Risk Register and develop the risk allocation for the Implementation Agreement,

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in each case, in accordance with this Section 4.5(e) and the other requirements of this Agreement. This work stream must be coordinated with the PDA Work Schedule. This work stream shall include the following Developer Submittals and subtasks:
(i) Cost Estimates
(A) The Developer must prepare a cost est imating methodology and cost estimate classification system in accordance with Section 1.1 ( Estimate Methodology) of Attachment 2 to this Part A which shall be used to prepare cost estimates in accordance with, and at the times required by, this Exhibit 5 and the Developer Submittal List. If required by the City, the Developer shall document this methodology in a report and attend Working Group meetings to establish the applicable cost estimating methodology. (B) The Developer shall develop and provide cost estimates for the Implementation Work on an Open Book Basis so that assumptions, contingency, risk and the approach to the cost estimates are fully identified, delineated and understood by the City.
(C) Where applicable, and unless otherwise specified by the City, each cost estimate submitted to the City shall be in accordance with Attachment 1 and Attachment 2 of this Part A and a revised cost estimate shall shortly follow each design-related Developer Submittal.
(D) Unless otherwise agreed by the Parties or directed by the City, the basis for the Implementation Work price will be a firm fixed price. (E) The Developer shall prepare, submit and negotiate the Implementation Proposal in accordance with the requirements of this Agreement. The price proposal incorporated in the Implementation Proposal shall be prepared in accordance with the requirements of this Exhibit 5 and the other requirements of this Agreement.
(ii) Risk Assessment
The Developer must attend the risk m anagement Working Group meetings in accordance with Section 3.5(b). The Developer must perform all other risk management activities described in this Exhibit 5 and otherwise under this Agreement. The Developer shall lead the development of the Risk Register that was included in the Feasibility Validation Report. The Developer shall collaboratively identify and evaluate, in terms of probability of occurrence, the cost and schedule risk impacts associated with the Project. The Developer shall propose risk responses and control strategies for each risk identified for the technology development, design, construction and operations phases of the Project. The Developer sh all work with the City to review and update the Risk Register at appropriate stages during the PDA Phases, including concurrently with the appropriate design deliverable packages, with each updated version of the Finance Plan and according to the PDA Miles tones. The Developer shall prepare suitable presentation materials for the City to use in stakeholder and/or community meetings, which must be in a format approved by the City.

The Implementation Agreement Term Sheet and Implementation Agreement will be developed on the basis of the Risk Register and risk allocation for the Project, as agreed between the Parties during PDA Phase 2.

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(iii) Cost and Risk Management Plan
The Developer shall prepare a plan (the " Cost and Risk Management Plan ") describing the Developer's approach to achieving the applicable PDA Milestones, submitting relevant Developer Submittals, coordinating with the City with respect to this work stream and otherwise complying with the requirements of this Section 4.5(e).
(f) Site Investigations
The Developer is responsible for reviewing this Agreement and all Reference Documents and identifying and performing supplemental research, surveys and Site Investigati ons of the site conditions and utilities within the Project Site necessary to prepare the Implementation Proposal. All such research, surveys and Site Investigations shall be performed in accordance with the terms of this Agreement including Section 10 (Project Site Access and Investigations ) of this Agreement. In accordance with Section 13.3(b) (Submittal and Review ) of the Agreement, the City will have the right to review any Developer Submittals under this section (F) for compliance with the Agreement. This work stream shall include, at a minimum, the following subtasks and Developer Submittals:
(i) Survey and Mapping
The Developer shall review all survey Reference Documents and identify supplemental surveys that it deems necessary to prepare the Implementation Proposal and understand the risks associated with the Implementation Work. The Developer shall develop a surve y work plan detailing the survey work to be undertaken and shall perform such survey work and any additional surveys as it deems necessary to prepare the Implementation Proposal and understand the risks associated with the Implementation Work. The Develope r shall utilize the results of the survey work undertaken when developing the Project design and Implementation Proposal Without prejudice to Section 5.3 ( City’s Rights Don’t Affect Risk Allocation ) of the Agreement , the Developer will submit its survey work plan to the City together with: any request to access the Project Site for Site Investigations under Article 10 ( Project Site Access and Investigations ) of the Agreement; its Implementation Proposal (which shall also include the results from any such su rvey work); as supporting evidence for Allowed Costs; and otherwise as may be requested by the City.
(ii) Geotechnical Investigations
(iii) To support design, the Developer shall consider the type of structures and construction planned for the Project, unique to its Transit Solution, and the significant geologic properties of the Project Site. The Developer shall assemble and review existing available geotechnical data for the area and evaluate the Technical Requirements to determine what additional measurements are required.

The Developer shall develop a geotechnical planning report, including an exploration and testing program. If determined necessary by the Parties, the Developer will prepare a geotechnical data report and geotechnical design report describing tests performed and summarizing the field subsurface investigations and results from the laboratory tests, field testing, and observation program. The Developer shall submit the report to the City and shall use the report when developing the Project design and Implementation Proposal, and it will be discussed in risk management Working Groups. Utility Investigations

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The Developer shall be responsible for reviewing all utility investigations provided as Reference Documents and for developing and maintaining a ut ility conflict report. The Developer shall identify supplemental worksite investigations, such as potholing, that it deems necessary to prepare the Implementation Proposal and understand the risks associated with the Implementation Work. The Developer shall develop and implement a utility investigation work plan detailing the proposed additional work and why it is required . The Developer shall be responsible for coordinating with utility owners on the design and construction of utility relocation work being performed by the Developer or the utility owner on behalf of the Project. With a minimum of a weeks' prior notice to the City, the Developer shall conduct meetings with the City and utility owners as needed to clarify information within the utility conf lict report, preliminary design and any follow-on investigations. Without prejudice to Section 5.3 ( City’s Rights Don’t Affect Risk Allocation ) of the Agreement , the Developer will submit its utility investigation work plan and then current utility conflict report to the City together with: any request to access the Project Site for Site Investigations under Article 10 (Project Site Access and Investigations ) of the Agreement; any request for meetings with the City and utility owners; its Implementation Pro posal (which shall also include the results from any such utility investigation work); as supporting evidence for Allowed Costs; and otherwise as may be requested by the City.
(g) Implementation Work Schedule
The Developer shall prepare an Implementation Work Schedule and update the Implementation Work Schedule at regular intervals. Each submittal of the Implementation Work Schedule shall include the appropriate level of detail for the Project's stage of development. The Implementation Work Schedule must be organized according to the Project's major phases and milestones, which include but are not limited to: (i) Commercial Close; (ii) completion of detailed design and construction documents; (iii) permits; (iv) construction; (v) Project commissioning, substantial completion, and operational readiness; (vi) operational start-up through final acceptance; and (vii) asset management phase, inclusive of hand -back provisions, as applicable. Further Implementation Work Schedule requirements will be incorporated in any Validation Amendment.
(h) System Expansion
If requested by the City, the Developer must work collaboratively with the City to develop the system expansion strategy included in the technical feasibility section of the accepted Feasibility Validation Report.

Costs associated with this section are not part of the PDA Cost Cap (Design) for Phase 2 set out in the PDA Proposal.

4.6 Environmental, Governmental Approvals and Outreach
(a) The purpose of the environmental, Governmental Approval and outreach work stream is to assist the City in progressing the Environmental Approval Process, obtain the Governmental Approvals and to work with stakeholders and the community. The City highly values the integration and collaboration with key stakeholders during the des ign process. This work stream includes the following Developer Submittals and subtasks:
(b) Support of Environmental Approval Process

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As contemplated in Section 11 (Environmental Approval Process) of this Agreement, the Developer shall support the City in progressing the Environmental Approval Process.

Table A7.1 in Section 7 (Overview of Key Roles and Responsibilities under Environmental Approval Process) outlines each Parties' and the City -appointed environmental consultant's key roles in the Environmental Approval Process. Without limiting Section 11 (Environmental Approval Process) of this Agreement, the Developer shall, to the extent applicable to the Environmental Approval Process and as requested by the City:
(i) provide any materials requested by the City for the DEIR and/or DEIS and FEIR and/or FEIS as it relates to the Transit Solution in the alternative analysis process; (ii) update its prior Developer Submittals as needed to comply with Appliable Law, and particularly State or federal regulations applicable to the Environmental Approval Process;
(iii) review the initial and final draft of the DEIR and/or DEIS and FEIR and/or FEIS and provide comments to the City for consideration; and (iv) as requested by the City, assist with drafting responses to any comments as they relate to the Transit Solution alternative included in the environmental documents. (c) Governmental Approvals Management
The Developer shall develop a Governmental Approvals matrix that identifies all Governmental Approvals required for the successful completion of Implementation Work and allocates responsibility for those Governmental Approvals. The City and the Developer will collaborate in considering and evaluating potential adjustments to the allocation of responsibility for Governmental Approvals for the Implementation Work.

The Developer shall submit the Governmental Approvals matrix at each design submission.
(d) Government Entity Coordination Plan
(i) The Government Entity Coordination Plan must describe the Developer's approach to coordinate with applicable Government Entities to obtain required information, approvals, certifications and/or permits, with the goal to successfully develop the Project and to reach Commercial Close.
(ii) At a minimum, the Government Entity Coordination Plan must describe the Developer's approach to coordinate with:
(A) the Government Entities (including CPUC), the City, the Airport, and other entities to procure the Governmental Approvals that the Developer is responsible for, and where any relevant design work would be prepared by such parties, describe how the Developer will coordinate their designs with the Project desi gn, and incorporate their designs into the design deliverables; and
(B) to the extent necessary and reasonably requested by the City, Government Entities involved in the Environmental Approval Process. (e) Stakeholder Engagement

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Community and stakeholder engagemen t for the Project will be a continuous and collaborative effort between the City and Developer. The purpose of the engagement is to maintain an open line of communication with the Project -adjacent stakeholders, institutional partners and general public.

The Developer must work with the City to develop an approach to community and stakeholder engagement that is inclusive and that incorporates best practices for engaging diverse constituencies and strategies to address racial equity for communities that have historically been marginalized in public processes. The outreach and engagement approach and objectives shall include the standards of the International Association of Public Participation – Spectrum of Public Participation (https://cdn.ymaws.com/www.iap2.org/resource/resmgr/pillars/Spectrum_8.5x11_Prin t.pdf).

The Developer shall engage a communications consultant, who will work in coordination with the City to ensure that public feedback informs Project decisions and other milestones. The Developer should also engage consultants as necessary to perform outreach, environmental, and other activities as necessary to develop the Project.

The Developer shall work with the City to develop and expand on the preliminary outreach conducted by the City (refer to the Community Reach section of the Project website for a timeline of previous stakeholder engagement, past presentations and videos of the public meetings). In addition, the Developer shall review the letters received from major landholders in the Project vicinity expressing their level of interest and communication preferences.

Set out below are additional requirements related to stakeholder engagement:
(i) all online materials, including PDFs, shall be compliant with Web Content Accessibility Guidelines (https://www.w3.org/WAI/standards-guidelines/wcag/); (ii) outreach materials shall be translated into Spanish, Vietnamese, and other languages as determined by the target audience for any individual outreach effort; (iii) outreach events, presentations, and public meetings shall offer interpretation into commonly spoken languages and American Sign Language at least three weeks in advance. Interpretation shall be provided if requested at least ten business days in advance for American Sign Language and five business days for all other languages; and
(iv) the use of all written and visual materials shall comply with copyright and intellectual property law. Images shall be owned or properly licensed for use without attribution.
(f) Public Outreach and Engagement Plan
(i) The Developer must develop a plan (the "Public Outreach and Engagement Plan") describing its approach to achieving the requirements of this Agreement with respect to public outreach and stakeholder engagement. At a minimum, the Public Outreach and Engagement Plan must:
(A) contemplate working in coordination with the City, identify community stakeholders and describe planned engagement with the relevant stakeholders, including but not limited to:

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• Local residents
• Neighborhood and merchant groups
• Businesses
• Property owners and business improvement districts
• Faith-based institutions
• Cultural organizations
• Community-based organizations
(B) identify opportunities for community stakeholders to provide input and influence the Project, including in developing alternatives and formulating solutions;
(C) detail outreach and engagement techniques that will be used to inform the public and solicit stakeholder input that could affect the Project, including multi-channel, multilingual communications tactics, community meetings, and other outreach methods;
(D) develop key messages for both general and specific audiences; and (E) establish a schedule for public outreach and engagement activities and tasks.

4.7 Subcontractor Bidding and Selection
(a) The purpose of the subcontractor bidding and selection work stream is to develop and implement the process to competitively procure subcontractors for the Implementation Work (that will not be self -performed), including any early works agreements if applicable and if approved by the City.
(b) As part of this work stream, the Developer must prepare and submit to the City, for its review and approval, the Subcontractor Bidding and Selection Plan. The Developer must submit the Subcontractor Bidding and S election Plan to the City concurrently with the PDA Management Plan and may propose a revised plan at a later stage of PDA Phase 2 to reflect any changes in its procurement approach as the Project is developed. (c) The Subcontractor Bidding and Selection Plan must, at a minimum:
(i) identify the Developer's procedures for solicitation and selection of subcontractors for the Implementation Work including time periods for each step of the process, and identification of the basis of award (lowest responsive bid by a r esponsible bidder, or best value);
(ii) provide for involvement by the City in the solicitation, bidding, and selection process; and
(iii) identify the Implementation Work that the Developer proposes to self -perform with its own forces and how the Developer will ensu re that the pricing of self - performed Implementation Work supports the financial viability of the Project;

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(iv) approach to d eveloping the appropriate procurement documents following industry best practice for fair, transparent, best -value, and competitive procurements;
(v) ensure selection of proposals for fixed prices and certain completion dates consistent with the Finance Plan to ensure the Project can be successfully delivered and financed and to deliver the Project Objectives; and (vi) ensure compliance with all Te chnical Requirements and align with all prior approvals (including Governmental Approvals), stakeholder expectations, and design reviews.
(d) The requirements for the Subcontractor Bidding and Selection Plan described in this Section 4.7 can be modified by the Developer, with the City 's written approval, depending on:
(i) the role of the lead designer that is proposed by the Developer; (ii) if the Developer intends for the Project Company to self-perform certain elements of the Implementation Work or to competitively procure them; and/or (iii) the Developer 's approach for construction contracting for other related components of the Project such as joint development components.

4.8 Implementation Agreement
The Developer shall work collaboratively with the City to develop the Implementation Agreement in accordance with Article 14 (Implementation Proposal Procedures and Implementation Agreement) of this Agreement.

4.9 All Other PDA Phase 2 Work
The Developer shall perform all other activities and PDA Phase 2 Work:
(a) that the Developer is required to perform during PDA Phase 2 under the terms of th is Agreement and that is necessary to be performed to comply with its obligations under this Agreement; and
(b) as may be required to satisfy the conditions to NTP3 set out in Section 2.2(e) (Phased Work and Notices to Proceed) of this Agreement.

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5. SCOPE OF PDA PHASE 3 WORK

5.1 Overview
(a) Following the City's issuance of NTP3, the Developer shall prepare the Implementation Proposal in accordance with the requirements of Exhibit 11 ( Form of Implementation Proposal) and Article 14 ( Implementation Proposal Procedures and Implementation Agreement). The Implementation Proposal should include a firm fixed price for the Implementation Work. Other than the materials required as part of the Implementation Proposal and requests for information associated with the City's evaluation of the Implementation Proposal, no other Developer Submittals are specifically required as part of PDA Phase 3.
(b) During PDA Phase 3, the City may be in the process of completing or advancing activities prior to Commercial Close, including: completing final environmental docum entation; securing grant funds or Project financing; and, drafting or completing Third Party Agreements. The Developer shall be available to the City in support of these activities, including: attending requested meetings; responding to questions regarding previous Developer Submittals; revising prior Developer Submittals; and providing feedback on revisions to documents previously reviewed by the Developer.

5.2 All Other PDA Phase 3 Work
The Developer shall perform all other activities and PDA Phase 3 Work:
(a) that the Developer is required to perform during PDA Phase 3 under the terms of th is Agreement and that is necessary to be performed to comply with its obligations under this Agreement; and
(b) as may be required to negotiate the Implementation Proposal and, if applicable, execute the Implementation Agreement and achieve Commercial Close.

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6. DOCUMENT CONTROLS AND MANAGEMENT OF DEVELOPER SUBMITTALS

6.1 The Developer must utilize a document control system to share information, manage flow of documents and establish prot ocols for communications and the review and approval of Developer Submittals. The Developer must provide licenses to allow all City users to access and use the document control system.

6.2 The document control system must be secure, accessible to the City and include a document control log for all Developer Submittals that is also accessible to the City and records the following for each Developer Submittal:
(a) dates and descriptions of revisions; and
(b) dates of their review and approval by the City.

6.3 The document control log must be updated at least weekly.

6.4 The City may provide the Developer with certain templates, artwork and style guidelines and other relevant instructions for preparing and submitting the Developer Submittals. The Developer must ensure t hat all Developer Submittals comply with any applicable templates, artwork or guidelines Notified to the Developer by the City.

6.5 The Developer must deliver to the City one electronic copy of each Developer Submittal via the document control system. The City may request hard copies of Developer Submittals, in which case the Developer shall promptly print and deliver the relevant Developer Submittal to the City.

6.6 The City strongly encourages the use of electronic submittals. Where hard copies are requested by the City, the Developer shall endeavor to use recycled materials and double-sided printing.

The Developer is responsible for the quality management of these printed deliverab les, including print quality and quantity, in accordance with the requirements of the QMP.

6.7 The Developer must submit Developer Submittals electronically in the original format of all products and in supplemental formats for specific types of deliverables, as follows, unless noted otherwise in this Part A or unless otherwise directed by Notice from the City:
(a) drawing files in PDF (searchable, bookmarked, non-scanned) 34 x 22 (full size) or 17 x 11 (half size) page format, as applicable;
(b) e-mail, letters, spreadsheets, and charts in Microsoft Office format (Outlook, Word, Excel, PowerPoint) and PDF (searchable, non-scanned) format; and (c) other documents, pictures, graphs, and like items, in PDF (searchable, non -scanned) format (TIF or JPEG as an alternative).

6.8 All printed materials submitted must have a corresponding electronic file submitted to the document control system.

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7. OVERVIEW OF KEY ROLES AND RESPONSIBILITIES UNDER ENVIRONMENTAL

APPROVAL PROCESS
Table A7.1 Overview of Key Roles and Responsibilities under Environmental Approval Process

CITY (OR ITS ENVIRONMENTAL

CONSULTANT OR OTHER DELEGATE)

DEVELOPER
PDA Phase 1
Prepare schedule of Environmental
Approval Process activities

Develop draft project alternatives report Provide all required information regarding Developer's proposed Transit Solution including preparing concept
designs and typical sections, geometric alignments,
structure designs, and other design elements) and
conducting and providing results of Site Investigations and other studies
Review and provide comments on project alternatives
report, including feedback o n cost and revenue
assumptions used
Schedule public meetings Support public involvement activities PDA Phase 2
Finalize project alternatives report Provide any updates to the required information to include the Developer's proposed Transit Solution as part of the Environmental Approval Process, to reflect the final Feasibility Validation Report accepted by the City in
accordance with this Agreement
Review and provide comments on final draft project
alternatives report, including feedback on cost and
revenue assumptions used
Update schedule of Environmental
Approval activities
Develop design and conducting and providing results of
studies including Site Investigations
Schedule public meetings Support public involvement activities Develop preliminary draft DEIS/DEIR Review and provide comments on preliminary draft DEIS/DEIR, including feedback on cost and revenue
assumptions used.

Develop final draft DEIS/DEIR Review and provide comments on preliminary draft DEIS/DEIR, including feedback on cost and revenue
assumptions used
Analyze comments and develop
responses and additional analyses
Assist in analyzing comments and developing responses
and additional analyses as they relate to the Transit
Solution alternative
Refine LPA based on board decision

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CITY (OR ITS ENVIRONMENTAL

CONSULTANT OR OTHER DELEGATE)

DEVELOPER
PDA Phase 3
Develop draft FEIS/FEIR Review and comment on draft FEIS/FEIR, including feedback on cost and revenue assumptions used
Release final FEIS/FEIR

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ATTACHMENTS TO PART A
ATTACHMENT 1 – BASIS FOR SUBMITTAL OF THE INITIAL BASE CASE FINANCIAL MODEL The Developer must adopt the assumptions in Table A1.1 and Table A1.2 as a basis for the Initial Base Case Financial Model and, if applicable, the Pro Forma. The Developer is required to confirm that these assumptions have been used in the Business Case and, if applicable, list these assumptions in the Implementation Proposal.

Table A1.1 Basis for the Initial Base Case Financial Model Title Contents
Base Date The base date to be assumed for various inputs in the Initial Base Case Financial Model is the due date for the PDA Proposal under the RFP.

Financial Closing Date The financial closing date to be assumed for the Initial Base Case Financial Model is January 31, 2025.

Scheduled Substantial Completion
Date for the Project
The scheduled substantial completion date for the Project to be assumed in the Initial Base Case Financial Model is no more than 36 months after the financial closing date.

First Operating Year First operating year to be assumed in the Initial Base Case Financial Model starts at the scheduled substantial completion date and ends 12 months later.

Project Term The Implementation Agreement has an expiration date of 30 years from the scheduled substantial completion
date.

Currency Prices are to be submitted in United States Dollars.

General Reporting Requirements The Developer may be asked to provide summary materials/reports as extracts from the Initial Base Case Financial Model to assist the City with the approval
process for the Project and/or its reporting obligations during PDA Phase 2 and PDA Phase 3.

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Table A1.2 Initial Base Case Financial Model Requirements Title Contents

1. General Requirements The Initial Base Case Financial Model requirements are as follows:
a. provide financial projections (cost and revenue
projections) on a monthly basis from the financial
closing date to the scheduled substantial
completion date for the Project and on a quarterly
basis from the scheduled substantial completion
date to the end of the term of the Implementation
Agreement;
b. assume fiscal year for financial projections
consistent with the scheduled substantial
completion date for the Project;
c. be expressed in United States Dollars;
d. include a print option macro;
e. do not incorporate any password protection (or the
password protection must be disclosed to the City);
f. do not include hidden sheets or areas;
g. must not contain any circular references or
balancing numbers and no input numbers in the
calculation worksheets; and
h. use a start date for the Project that corresponds to the base date.

2. Specific Requirements The preliminary Initial Base Case Financial Model must show the following:
a. details of sources and uses of funds during
construction, both in nominal and NPV terms; and
b. details of sources and uses of funds during
operations, both in total nominal and NPV terms.

The final Initial Base Case Financial Model must, at a
minimum, include the following:
a. assumption schedules;
b. all costs;
c. taxation;

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Title Contents
d. construction payment;
e. revenue collection; and
f. a scenario control sheet.

Outputs are as follows:
a. in a separate sheet, the proposed funding structure, with funding schedules that specify the expected
debt financing, refinancing, and/or repayment dates,
and the associated amounts of debt service (broken
down by principal, interest, and other fees), in
nominal terms only;
b. the calculation of Project returns;
c. projected income statements;
d. projected balance sheet;
e. cash flow projections; and
f. comprehensive cash waterfall in order of seniority
(which must be consistent with any funding term
sheets).

3. Outputs The Initial Base Case Financial Model must, at a minimum, produce the following outputs:
a. Project internal rate of return, in both real terms
and nominal terms, on a pre-tax and post-tax
basis;
b. return on equity and sub-debt, in both real terms
and nominal terms, and a blended equity return,
that incorporates all sub-senior debt finance;
c. debt-to-equity ratio at the time of the Financial
Close and at the scheduled substantial completion
date, defined as total financial debt divided by total
shareholders' funds;
d. drawdown schedule, including dates and amounts
for all sources of finance on a monthly basis;
e. weighted average cost of capital at the Financial
Close;

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f. annual debt service coverage ratio and loan life
cover ratio for each year of the debt term, with
minimum and average ratios;
g. the precise timing of equity investments and details of the phasing, if appropriate;
h. the NPV over the term; and
i. summary financial statements, in nominal terms
only, for each year of the term, in accordance with
Generally Accepted Accounted Practice (GAAP).

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ATTACHMENT 2 – BASIS AND FORMAT FOR COST SUBMITTALS
The base date for all cost estimates will be the same as shown in Table A1.1 in Attachment 1 (Basis for Submittal of the Initial Base Case Financial Model).

1. Design-Build Costs
The Developer will prepare the design -build (DB) costs addressing the content re quirements set out in this Attachment 2.

1.1 Estimate Methodology
The Developer must provide a narrative explaining the cost estimating methodology and cost estimate classification system to be used for the PDA Work based on the AACE International recommended practice No. 56R -08 (most recent edition). All terminology shall be consistent with AACE International Recommended Practice 10S -90: Cost Engineering Terminology (most recent edition).

The estimate structure will clearly identify the following cost elements:
• direct costs, including labor, materials, and equipment; • general conditions and general requirements, design costs, insurance, and other soft costs;
• escalation (incl. the methodology for estimating escalation – as a minimum, escalation shall be estimated and provided for DB costs to the mid-point of the construction phase); and
• contingency, subject to the limitations set out in Section 1.7.

1.2 Scope
Provide an overview of the scope of the Project as presented in the technical feasibility section of the Feasibility Validation Report and how the estimates capture the scope. The estimate shall clearly state that it is for a full turn -key delivery of the Project, including all elements of the Transit Technology (e.g., rolling stock/ve hicles, systems software, ancillary equipment, etc.) and the Transit Infrastructure necessary to achieve a fully-functioning Transit Solution.

1.3 Construction Approach
Provide an overview of the Project's construction process and how the Developer will manage the Project to scope, schedule, and budget.

1.4 Implementation Work Schedule
Provide a critical path schedule and narrative explaining key milestones, critical path, and schedule logic that support the Project cost. Include a narrative explaining how the Deve loper will manage construction schedule risks through final acceptance of the Project. The narrative shall address, among other topics, the process for operational readiness, and project activation, culminating in operational readiness.

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1.5 Basis of Pricing and Direct Costs
Provide a narrative explaining how the estimates of direct costs were developed and what they are based on. Direct costs shall not include contingency, escalation, etc.

1.6 General Conditions/General Requirements, Design Costs, Insurance and oth er Soft Costs
Provide a narrative explaining how the general conditions/general requirements were developed and what they are based on, as well as all other "Below -the-Line" costs including insurance, design, and other soft costs.

1.7 Construction Risk, Risk Register and Contingency
Provide an approach to Project risk management and analysis of the Project's risks based on the then-current Risk Register. Explain how contingency is calculated and managed based on the proposed quantitative risk analysis method – the narrative should distinguish between "design contingency" and "construction contingency".

Include contingency in the Project cost, as applicable to the applicable Project component.

The approach to determine the contingency line items in the cost submi ttal forms shall be a bottom-up, risk-based estimate using industry-standard risk analysis methods. Present the Risk Register, risk analysis method and assumptions, and quantitative results of the risk analysis, with a clear linkage to the contingency line items. Proposals shall not have contingency based on a percentage of the direct cost of work. Provide a narrative of the proposed approach to risk mitigation.

1.8 Detailed cost estimate documentation
Basis of estimate report:
• in narrative form; and
• addressing the content and requirements set out in this Attachment 2.

Detailed estimate based on the UNIFORMAT II classification system (unless otherwise agreed by the City):
• provide in electronic format only; and
• minimum level of detail is UNIFORMAT II Level 5.

2. O&M Costs
The Developer must prepare the O&M costs addressing the content requirements set out in this Attachment 2 . Include full details of the annual O&M costs expected to be incurred after Financial Close.

2.1 Estimate Methodology
Provide a narrative explaining the cost estimating methodology. The estimate structure will clearly identify the following cost elements ove r the full duration of the Implementation Agreement term:

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• Operational costs (OpEx)
• Routine maintenance costs (OpEx)
• Capital maintenance costs (Maintenance CapEx)
Maintenance CapEx refers to capital expenses necessary to maintain the operating capacity or asset base of the Project on a life -cycle basis, inclusive of capital expenses necessary for any handback requirements.

2.2 Schedule for Capital Maintenance
Provide a schedule narrative explaining the approach and assumptions for the schedule of capital maintenance expenditures.

2.3 Basis of Pricing
Provide a narrative explaining how the costs were developed and what they are based on.

Present the O&M costs in constant dollars as of the base date.

2.4 Project Maintenance Risk, Risk Register and Contingency Provide an analysis of the Project's O&M risks based on the then-current Risk Register. Explain how contingency is calculated and managed based on the proposed quantitative risk analysis method. Include contingency within the estimates, as applicable to the respective Project components. The approach will be a risk -based estimate using industry-standard risk analysis methods. Present the Risk Register, risk analysis method and assumptions, and quantitative results of the risk analysis. Include a proposed risk mitigation strategy.

2.5 Detailed cost estimate documentation
Basis of estimate report:
• in narrative form; and
• addressing the content and requirements set out in this Attachment 2.

Detailed estimate based on the UNIFORMAT II classification system (unless otherwise agree d by the City):
• provide in electronic format only; and
• minimum level of detail UNIFORMAT II Level 5.

3. Allowed Costs
The Developer will develop the financial submittals for the its Allowed Costs in accordance with Exhibit 12 (Allowed Costs).

ATTACHMENT
Pre-Development Agreement

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PART B: KEY PERSONNEL FOR PDA WORK

POSITION TITLE PRIMARY FUNCTIONS/
DUTIES

PERIOD DURING WHICH

POSITION IS TO BE FILLED

MINIMUM YEARS OF

PROFESSIONAL EXPERIENCE
(1)
Developer Project Director The Developer Project Director shall be the person principally
responsible for overseeing the
contractual relationships with the
City and the Developer's team.

The Developer Project Director
shall be an individual with
minimum 10 years of project
development/delivery experience
with at least 5 of which as an
infrastructure developer.

PDA Phase 2 and PDA Phase 3 10
Developer Project Manager The Developer Project Manager shall be the person principally
responsible for managing the day-
to-day activities of the Project on
a full -time basis, including
ongoing communications and
coordination with the City and
acting as the main point of contact
between the City and the
Developer. The Developer Project
Manager shall be an individual
with minimum 8 years of project
development/delivery experience
with at least 3 of which as an
infrastructure developer.

PDA Phase 2 and PDA Phase 3 8
Equity Member 's Project
Principal
The person each Equity Member
proposes as their representative
principally responsible for that
Equity Member 's role on the
PDA Phase 2 and PDA Phase 3 15

ATTACHMENT
Pre-Development Agreement

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POSITION TITLE PRIMARY FUNCTIONS/
DUTIES

PERIOD DURING WHICH

POSITION IS TO BE FILLED

MINIMUM YEARS OF

PROFESSIONAL EXPERIENCE
(1)
development team. If the Equity
Member's Project Principal will
also serve as the Developer 's
Project Director, that Equity
Member's Project Principal must
have a minimum of 20 years of
professional experience.

Transit Technology Provider's
Project Manager
The Transit Technology Provider's
Project Manager shall be the
person responsible for
coordinating the different
designing, engineering and
implementation workstreams in
the scope of the Transit
Technology provider. This
individual may be a transit
technology engineer and must
have demonstrated experience
managing and coordinating the
work of multi -disciplinary
engineering teams to design
within a budget as well as
managing and delivering the
Transit Technology in coordination
with the Transit Solution.

PDA Phase 2 and PDA Phase 3 15
Transit Infrastructure
Designer Principal-in-Charge
The Transit Infrastructure
Designer Principal-in-Charge shall
be the person responsible for the
overall performance and
resourcing of design and related
contract administration activities
on behalf of the Transit
PDA Phase 2 and PDA Phase 3 20

ATTACHMENT
Pre-Development Agreement

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POSITION TITLE PRIMARY FUNCTIONS/
DUTIES

PERIOD DURING WHICH

POSITION IS TO BE FILLED

MINIMUM YEARS OF

PROFESSIONAL EXPERIENCE
(1)
Technology designer, as well as
for facilitating the integration of
multiple design disciplines,
integration with the Transit
Technology, and designing within
a budget, managing interactions
with City representatives and user
groups ( as applicable for design
reviews and related activities),
and for coordination with the
Developer Project Director.

Transit Infrastructure
Designer's Design Manager
The Transit Infrastructure
Designer's Design Manager shall
be the person principally
responsible for managing the day-
to-day activities of the Project 's
Transit Technology on a full -time
basis, including ongoing
communications and coordination
with the Developer and the Transit
Technology provider, and acting
as the main point of contact with
the Developer. This person must
have demonstrated experience in
managing multi -disciplinary
design teams; managing
integration of transit
infrastructure and technology, of
the same type or similar to those
of the proposed Transit Solution;
managing project construction
and life -cycle budgets and
schedules; designing within a
PDA Phase 2 and PDA Phase 3 15

ATTACHMENT
Pre-Development Agreement

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POSITION TITLE PRIMARY FUNCTIONS/
DUTIES

PERIOD DURING WHICH

POSITION IS TO BE FILLED

MINIMUM YEARS OF

PROFESSIONAL EXPERIENCE
(1)
budget; and managing and
delivering building sustainability
objectives.

Lead Finance Manager The Lead Finance Manager shall
be the person responsible for
coordinating the different funding
and financing workstreams as
outlined in the financing plan. This
individual may have a BA degree
or graduate degree and must have
demonstrated experience
managing and coordinating the
work of multi -disciplinary teams
to design and implement the
financing plan.*
PDA Phase 2 and PDA Phase 3 15
Lead Scheduler The Lead Scheduler shall be the
person responsible for
coordinating the different
scheduling workstreams f or the
Project and for the Project 's
implementation (i.e., final design,
permitting, and construction).

This individual must have
demonstrated experience in
project scheduling.

PDA Phase 2 and PDA Phase 3 15
Lead Cost Estimator The Lead Cost Estimator shall be
the person responsible for
coordinating the different cost
estimate workstreams for the
Project and for the Project 's
implementation (i.e., final design,
PDA Phase 2 and PDA Phase 3 15

ATTACHMENT
Pre-Development Agreement

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POSITION TITLE PRIMARY FUNCTIONS/
DUTIES

PERIOD DURING WHICH

POSITION IS TO BE FILLED

MINIMUM YEARS OF

PROFESSIONAL EXPERIENCE
(1)
permitting, and construction).

This individual must have
demonstrated experience in cost
estimating, cost control, and risk
identification and mitigation.

Lead Construction Manager The Lead Construction Manager shall be the person responsible for
the performance and resourcing of
pre-construction management
services, in coordination with the
Lead Scheduler and the Lead Cost
Estimator, such as cost control
and cost estimating, schedule
certainty, risk identification and
mitigation, and constructability
assessment; the management of
interactions with City
representatives; and coordination
with the Developer Project
Manager. During the PDA Phase,
this person would provide
guidance on controlling
construction costs to fit within the
Project's budget, schedule
assessment and validation to fit
within the project schedule, value
engineering, and risk
management measures, working
with the lead designer, the Transit
Technology provider, and the O&M
Provider.

PDA Phase 2 and PDA Phase 3 20

ATTACHMENT
Pre-Development Agreement

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POSITION TITLE PRIMARY FUNCTIONS/
DUTIES

PERIOD DURING WHICH

POSITION IS TO BE FILLED

MINIMUM YEARS OF

PROFESSIONAL EXPERIENCE
(1)
O&M Provider's Manager The O&M Provider's Manager shall be the person responsible for the
development of and resourcing for
the Project 's operations and
maintenance program and life -
cycle cost estimates; the
management of interactions with
City representatives; and
coordination with the Developer
Project Manager. During the PDA
Phase, this pers on would provide
guidance on life -cycle cost
estimates that influence design
decisions made by the lead
designer, the Transit Technology
Provider's Project Management,
and work with the Developer to
develop the scope and
documentation for the Project 's
asset management program.

PDA Phase 2 and PDA Phase 3 15
(1) The City may, at its sole discretion, waive the minimum years of professional experience requirements, or any other requirements set out in this Part B.

ATTACHMENT
Pre-Development Agreement

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69 DOT 10183: SJC Airport to Diridon Station Connector
PART C: PROJECT PERFORMANCE AND TECHNICAL REQUIREMENTS

1. OPERATIONAL PERFORMANCE REQUIREMENTS

1.1 Overview. This Section 1 contains the following operational performance requirements:
(a) System Operations (see Section 1.3); and
(b) User Experience (see Section 1.4); and
(c) System Monitoring and Other KPIs (see Section 1.5).

1.2 Additional or alternate operational performance requirements may be incorporated in any Validation Amendment.

ATTACHMENT
Pre-Development Agreement

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1.3 System Operations
# REQUIREMENT/METRIC DESCRIPTION THRESHOLD
(MINIMUM, EXCEPT

WHERE NOTED)

1. Complies with applicable design
standards, codes, and regulations for
public transit and a utomated people
mover systems as it pertains to
"Passenger Comfort, Ride Quality "
(7.7.3), which include vehicle
acceleration and “jerk” limits, maximum
sustained acceleration, interior noise
levels - see note (a)
Comply with relevant portions of Automated People Mover Standards, ANSI/ASCE/T&DI 21-21; NFPA 130; ADA
Must comply, or provide
justification or alternative
technical concepts

2. Total travel time (minutes) from ride
request at origin station to arrival at
destination station: Diridon station to
Airport Terminal B stations – see note (b)
Travel time including average passenger wait time, dwell time at stations, and in-vehicle time
11 minutes (maximum)

3. Total travel time (minutes) from ride
request at origin station to arrival at
destination station: Airport Terminal B
station to Terminal A stations – see note
(c)
Travel time including average passenger wait time, dwell time at stations, and in-vehicle time
6 minutes (maximum)

4. Daily span of service (hours) weekday
and weekend/holidays
Total hours in an operating day 20 hours

5. Peak hour line capacity (persons per hour
per direction (pphpd)) – Diridon to
Airport Terminal B and betw een
Terminals A and B – see note (d)
Peak hour capacity. Include specification regarding percentage of seated passengers
1,500 pphpd
(minimum)

6. Peak hour line capacity, (persons per
hour per direction (pphpd)) – Diridon to
future expansion segment (with system
expansion) – see note (e)
Peak hour capacity. Include specification regarding percentage of seated passengers
4,500 pphpd
(minimum)

ATTACHMENT
Pre-Development Agreement

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71 DOT 10183: SJC Airport to Diridon Station Connector

7. Headways (seconds) Time between vehicles. Influences capacity and rider wait times 5 minutes (maximum), all times of day

8. Passenger wait time (minutes),
throughout the span of service on
weekdays and weekends/holidays
Measurement of the time from when the passenger requests a ride or arrives at the station (whichever is earlier) until they board the vehicle
3 min utes (maximum),
99% of trips

a) The applicable design standards are:
a. Automated People Mover Standards, ANSI/ASCE/T&DI 21-21 b. Standard for Fixed Guideway Transit and Passenger Rail Systems, NFPA 130 c. Americans with Disabilities Act (ADA) Standards for Transportation Facilities, US Department of Transportation as well as all applicable regulations and guidelines
b) Assume an alignment distance from Diridon to Airport Terminal B stations of 3.0 miles. Travel time includes average passenger wait time, dwell time at stations, and in-vehicle time.
c) Assume an alignment distance from Airport Terminal B to Terminal A stations of 1.0 miles. Travel time includes average passenger wait time, dwell time at stations, and in-vehicle time.
d) For Airport Connector peak hour line capacity:
a. 1,500 pphpd minimum
b. 1,000 pphpd seating minimum. For standees, must assume minimum of 5.4 sq ft/standee pax, excluding seating areas (4.5 sq ft/seat, per ASCE 21-21)
c. If assuming standees, must meet ASCE 21-21 standards for passenger comfort for vehicles with standees and describe comfort level and accommodations for standing passengers
e) For system expansion peak hour line capacity:
a. 4,500 pphpd minimum
b. 1,800 pphpd seating minimum. For standees, must assume minimum of 4.3 sq ft/standee pax, excluding seating areas (4.5 sq ft/seat, per ASCE 21-21)
c. If assuming standees, must meet ASCE 21-21 standards for passenger comfort for vehicles with standees and describe comfort level and accommodations for standing passengers

ATTACHMENT
Pre-Development Agreement

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1.4 User Experience
# REQUIREMENT/METRIC DESCRIPTION THRESHOLD
(MINIMUM, EXCEPT

WHERE NOTED)

9. Meet comfort standards for vehicle ride Meet ASCE 21 APM standards for acceleration/deceleration and alignment curves
Must comply, or provide
justification or
alternative technical
concepts

10. Fare payment shall be integrated with
payment systems for surroundin g transit
networks
The Metropolitan Commission 's Clipper transit payment
system
State’s "California Mobility Marketplace"
Must comply

11. Mitigation of irregular operations caused by
disruptions
Irregular Operation mitigations (e.g., announcements,
signage, wayfinding, Customer Service Agent placement)
Must comply, or provide
justification or
alternative technical
concepts

12. All vehicle interiors shall comply with ADA
accessibility requirements and accommodate
at least one wheelchair – see note (a)
Incorporate Universal Design including, at a minimum, ADA requirements
Must comply, or provide
justification or
alternative technical
concepts

13. Minimum per vehicle capacity – see note (b) Number of seated adult riders per vehicle, excluding luggage and excluding ADA considerations (see #12 above)
4 (minimum)

14. Users must be able to use the service without
a smartphone app
While a smartphone app ride request option may be a
beneficial user feature, users without smartphones must be able to use the system. Note that fixed headway systems inherently meet this requirement
Must comply

15. Fare system must be integrated into the
regional low-income reduced fare program
The Metropolitan Commission is currently piloting a regional system for providing reduced fare access to transit for low - income residents of the Bay Area
Must Comply

a) Code of Federal Regulations, Part 37 – Transportation Services for Individuals with Disabilities (ADA)

ATTACHMENT
Pre-Development Agreement

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73 DOT 10183: SJC Airport to Diridon Station Connector
b) Guidebook for Planning and Implementing Automated People Mover Systems at Airports (Airport Cooperative Research Program (ACRP) Report 37, 2010) provides passenger space allocations. Each vehicle must be able to accommodate at least one wheelchair. Wheelchair, baggage carts (for travel between terminals) and luggage, can vary in size.

ATTACHMENT
Pre-Development Agreement

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74 DOT 10183: SJC Airport to Diridon Station Connector

1.5 System Monitoring and Other KPIs
# REQUIREMENT/METRIC DESCRIPTION THRESHOLD (MINIMUM,

EXCEPT WHERE NOTED)

16. Percent of services operated "on-
time"
Measure of reliability, benchmark would consist of the average travel time from (2) and (3)
95% of trips completed
within 1 min of travel time
threshold

17. Customer service (score) Specification to maintain level of service. Positive overall monthly score based on ran dom joint survey between the City and the Developer
80%

18. Vehicle and station cleanliness
(score)
Cleanliness of vehicles and stations. Positive overall monthly score based on random joint survey between the City and the Developer 80%

19. Restroom availabili ty and
cleanliness (score)
Availability and cleanliness of restrooms. Positive overall monthly score based on random joint survey between the City and the Developer
80%

20. Vehicle and station comfort
(score)
Rider comfort on vehicles and in stations. Positive overall monthly score based on random joint survey between the City and the Developer
80%

21. Availability and quality of ancillary
services (score)
Availability and quality of Wi -Fi, traveler information, wayfinding, convenience services. Positive overall monthly score based on random joint survey between the City and the Developer
80%

22. Service availability Percentage of scheduled trips operated per day To be incorporated in any Validation Amendment

23. Safety incidents per 1,000 vehicle
service miles
Rate of safety incidents (evacuation of passengers, derailment, property damage, injury or fatality, application of emergency brakes) To be incorporated in any
Validation Amendment

ATTACHMENT
Pre-Development Agreement

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75 DOT 10183: SJC Airport to Diridon Station Connector

2. DESIGN REQUIREMENTS

2.1 Overview. This Section 2 contains the design requirements for the following elements of the Transit Solution:
(a) Stations (see Section 2.3).

2.2 Additional or alternate design requirements for stations and other elements of the Project, such as guideway, maintenance fac ilities, utility relocations, vehicles and systems (in each case, to the extent applicable to the Transit Solution), will be incorporated in any Validation Amendment.

ATTACHMENT
Pre-Development Agreement

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76 DOT 10183: SJC Airport to Diridon Station Connector

2.3 Stations
# REQUIREMENT/METRIC DESCRIPTION THRESHOLD
(MINIMUM, EXCEPT

WHERE NOTED)

24. Station walkshed - the maximum walk distance
(miles) from platform to the closest security
checkpoint for each airport terminal and to
Diridon Caltrain and BART rail platforms
Stations should be short distances to airport terminals and other transit
800 feet (maximum)

25. Comfort and safety of station access path of
travel
Primary paths of travel to stations from major trip generators (airport security, baggage claim, Caltrain rail platforms, BART station platforms), including ADA accessible paths of travel, must not cross a roadway/drive aisle or other modal conflict point at -grade. For Diridon Station this requirement can be satisfied under the assumption that the Diridon Integrated Station concept layout is built out.

Must comply or
provide alternative
solution with similar
pedestrian comfort

26. Platform crowding at stations (sf per person) Square feet per person for LOS 15 ft2 per person

27. Availability and walk distance , from station
entrance to vehicle boarding including any form
of vertical or horizontal conveyance, in stations
with multiple levels
Convenience of vertical circulation facilities 500 feet if stations have multiple levels

28. Stations and vehicles must meet federal
accessibility standards and comply with the
City's policies for universal access and design
Incorporate Universal Des ign including, at a minimum, ADA requirements
Must comply

29. Station must provide level boarding for
passengers – see note (a)
Passengers should be able to board vehicles with minimal horizontal or vertical gap or steps
Must comply

a) FTA Circular 4710.1 – Americans with Disabilities Act Guidance – with level boarding, the platform height is coordinated with the height of the vehicle floor and gaps are minimized, ideally allowing persons who use wheelchairs to board independently. 38.95(c) an d

38.125(c)” (§ 37.42(f)).

ATTACHMENT
Pre-Development Agreement

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77 DOT 10183: SJC Airport to Diridon Station Connector

3. INTERFACE REQUIREMENTS

3.1 Management of interfaces is critical to the success of the Project.

3.2 During PDA Phase 2, the Developer will be requi red to participate in Working Group meetings to identify relevant Project interfaces. Following identification of interfacing projects or assets, the Developer will work in conjunction with the City at Working Group meetings to identify key interface elements and determine an approach to managing the interfaces. Interfacing elements may include:
(a) landscaping;
(b) traffic signals;
(c) transit infrastructure;
(d) signage;
(e) power;
(f) streetlighting;
(g) construction staging and storage;
(h) design and construction coordination; and
(i) schedule coordination and access.

3.3 The Developer shall:
(a) develop a design and construction interface management plan for construction integration;
(b) develop design and construction interface matrices for systems integration; and (c) produce a comprehensive test program to demonstrate successful integration of the Project.

3.4 Further interface requirements will be incorporated in any Validation Amendment.

ATTACHMENT
Pre-Development Agreement

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78 DOT 10183: SJC Airport to Diridon Station Connector
PART D: ALIGNMENT CONSTRAINTS
The following table outlines the technical requirements associated with constraints for route alignment.

Table D.1 Alignment Constraints

CONSTRAINT DESCRIPTION CRITERIA
Design Standards, Regulations and Codes
Design Standards Appropriate design standards for the technology have been used.

Design standards have been clearly defined.

Regulations and Codes Regulations and codes are clearly identified based on the technology used and regulatory authority requirements.

Regulations and code requirements are clearly
outlined, with any exceptions clearly noted.

Public and Private Parcels
Private ROW Eliminate or minimize the impacts and land-take for private / 3rd party stakeholders. Identify extents of land-take on private ROW.

Identification of impacts to private rights-of-way.

Public ROW Identify the extents of land required within the public ROW.

Identify mitigation measures for any operational or physical impacts.

Identification of impacts to public rights-of-way.

Horizontal or Vertical Clearance Requirements
Height Impacts Identify sections of alignment that are at-grade / below-grade / elevated. Ensuring that all physical and operational height requirements are considered.

Any structures and ope rating height limits are
clearly defined and within the height restriction
guidance, including airspace protection surfaces.

Alignment and Station Locations
Station Locations
(Terminus)
Stations located to minimize walking distances for convenient access and minimizing the number of vertical transfers.

Diridon station provides convenient access to future services including CAHSR, Caltrain / Amtrak / ACE, VTA light rail, and bus services. The location of the station must consider current Clearly identified station terminus locations, with
connections to transfer services.

ATTACHMENT
Pre-Development Agreement

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79 DOT 10183: SJC Airport to Diridon Station Connector

CONSTRAINT DESCRIPTION CRITERIA
terminus site layout and be flexible enough to integrate into future Diridon Integrated Station layout of the terminus site.

Station Locations
(Intermediate)
Number and l ocation of intermediate stations and areas / markets served.

Clearly identified intermediate stations.

Construction/
Staging/Maintenance
Locations of any staging/maintenance areas. This should include requirements during construction and operations.

Clearly identified staging and maintenance areas.

Station Parking Parking for the public at terminus stations will not be required.

Parking for operational services should be clearly identified.

Operational parking includes emergency service vehicles, goods eq uipment access and maintenance and service
vehicles.

Operational service vehicle parking locations
clearly identified.

Public Parks and Open
Spaces
Minimize impacts on public parks and open spaces. Any
impacts to public parks and open spaces are mitigated.

Identify areas of alignment that impact public parks
or open spaces.

Utilities/Easements
High Voltage
Transmission Lines
Avoid impacts to HV transmission lines, or demonstrate
suitable mitigations.

Identify crossings of High Voltage transmission
lines including demonstrating adequate clearances
as required.

Sanitary Sewer System Avoid impacts to major sanitary sewer networks. Mitigations shown for any impacts to Sanitary Sewer network.

Storm Sewer System Avoid impacts to major storm sewer networks. Mitigations shown for any impacts to Storm Sewer network.

Major Gas Pipelines Minimize the impacts to major gas pipelines, ensuring that pipelines can remain 100% operational.

Mitigations shown for any impacts to gas pipelines.

Major Fiber Comms Minimize the impacts to fiber communications networks. Mitigations shown for any impacts to fiber networks.

Fuel Pipelines Eliminate impacts to airport fuel pipelines, ensuring that pipelines can remain 100% operational.

Design clearly mitigates any impacts to fuel
pipelines to ensure 100% operation.

ATTACHMENT
Pre-Development Agreement

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80 DOT 10183: SJC Airport to Diridon Station Connector

CONSTRAINT DESCRIPTION CRITERIA
Airport Information
Airport Utilities Any development in airport ROW will need to consider impacts to all utility lines and applicable restrictions on Airport Boulevard, including City 's Riparian Corridor (see rivers, creeks and open water) and existing easements such as PGE and Valley Water’s Guadalupe River Easement.

Design that clearly mitigates all impacts to airport
property.

Health and Safety
Restrictions
The proposed alignment must adhere to all FAA regulations, guidance and grant assurances on airport property (which includes all of Guadalupe Gardens).

Alignments must comply with the FAA’s Height
restrictions for development on -airport proper ty,
avoidance of safety surfaces (including the Runway
Protection Zone -RPZ) must be considered (or a
below-grade or tunnelled alignment when passing
through the RPZ.

Light Emissions Alignment needs to consider possible light emission and glare from any po rtion of the proposed infrastructure, including vehicles.

Provide suitable mitigations to avoid light emission
or glare from infrastructure.

Frequency Emitting
Devices
Project needs to consider the impacts of frequency emitting devices and technologies near the airport.

Project needs to demonstrate adherence to
appropriate regulations and guidance including but
not limited to Advisory Circular 150/5345 -49D
Specification L-854, Radio Control Equipment.

Consistency with City
Master Plans
Alignment needs to be consistent with other city master plans. Project demonstrates consistency with The Airport Master Plan, Airport Layout Plan, Diridon
Integrated Station Concept Plan, and the
Guadalupe Gardens Master Plan, including any
amendments needed, prior to construction of the
Airport Connector project.

Environmental Impacts The project will need Phase 1 / Phase 2 environmental assessment by the environmental consultant for any areas the Guadalupe Gardens are affected by the alignment.

Identify needs for environmental assessment for
areas impacted by the proposed alignment.

ATTACHMENT
Pre-Development Agreement

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81 DOT 10183: SJC Airport to Diridon Station Connector

CONSTRAINT DESCRIPTION CRITERIA
NEPA Environmental
Impacts
For any part of the alignment on airport property it will require NEPA enviro nmental assessment / documentation and
coordinated with FAA.

Project will demonstrate NEPA environmental
assessment / documentation.

Other
Known Contaminated
Sites
Alignment avoids contaminated sites or proposes mitigations.

Area of note includes Guadalupe Gardens area which has a history of contaminated soils.

Project avoids any known contaminated sites in the
area.
100 Year Flood Zone Avoid or demonstrate suitabl e mitigation for alignments that pass through 100-year flood zone.

Rivers, Creeks and
Open Water
Minimize land take adjacent and within rivers, creeks and areas of open water.

Design avoids or mitigates impacts to rivers, creeks
and open water. Need to avoid Guadalupe Riparian
Corridor and Valley Water Easements along
Guadalupe River.

ATTACHMENT
Pre-Development Agreement

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San Jose City CouncilApril 18, 2023

San Jose City Council
April 18, 2023