Cities Index.
Agenda packet

City Council and Authorities Concurrent
December 8, 2022

Document
Agenda packet
Meeting
December 8, 2022
Body
City Council and Authorities Concurrent
Pages
1,868
Original file
317.4 MB
Text extracted from the city's file for reading and search. Open the original on santaclara.legistar.com. That file is the official record.

Movement EBL EBT EBR WBL WBT WBR NBL NBT NBR SBL SBT SBR Lane Configurations
Traffic Volume (vph) 337 634 300 758 2230 400 250 1758 820 115 1167 271 Future Volume (vph) 337 634 300 758 2230 400 250 1758 820 115 1167 271 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Total Lost time (s) 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 Lane Util. Factor 0.97 0.95 0.94 0.95 0.97 0.91 1.00 0.97 0.91 1.00 Frt 1.00 0.95 1.00 0.98 1.00 1.00 0.85 1.00 1.00 0.85
Flt Protected 0.95 1.00 0.95 1.00 0.95 1.00 1.00 0.95 1.00 1.00 Satd. Flow (prot) 3433 3369 4990 3458 3433 5085 1583 3433 5085 1583 Flt Permitted 0.95 1.00 0.95 1.00 0.95 1.00 1.00 0.95 1.00 1.00 Satd. Flow (perm) 3433 3369 4990 3458 3433 5085 1583 3433 5085 1583 Peak-hour factor, PHF 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 Adj. Flow (vph) 366 689 326 824 2424 435 272 1911 891 125 1268 295 RTOR Reduction (vph) 0 37 0 0 10 0 0 0 25 0 0 76
Lane Group Flow (vph) 366 978 0 824 2849 0 272 1911 866 125 1268 219 Turn Type Prot NA Prot NA Prot NA pm+ov Prot NA Perm
Protected Phases 7 4 3 8 5 2 3 1 6
Permitted Phases 26
Actuated Green, G (s) 12.0 46.4 40.6 75.0 10.0 39.5 80.1 7.5 37.0 37.0 Effective Green, g (s) 12.0 46.4 40.6 75.0 10.0 39.5 80.1 7.5 37.0 37.0 Actuated g/C Ratio 0.08 0.31 0.27 0.50 0.07 0.26 0.53 0.05 0.25 0.25 Clearance Time (s) 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 274 1042 1350 1729 228 1339 887 171 1254 390 v/s Ratio Prot c0.11 0.29 0.17 c0.82 c0.08 c0.38 0.26 0.04 0.25 v/s Ratio Perm 0.28 0.14
v/c Ratio 1.34 0.94 0.61 1.65 1.19 1.43 0.98 0.73 1.01 0.56 Uniform Delay, d1 69.0 50.4 47.8 37.5 70.0 55.2 34.0 70.3 56.5 49.4 Progression Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 173.8 15.1 0.8 294.1 121.7 196.6 24.4 14.8 28.2 5.7 Delay (s) 242.8 65.5 48.6 331.6 191.7 251.9 58.4 85.1 84.7 55.1 Level of Service F E D F F F E F F E
Approach Delay (s) 112.5 268.3 190.5 79.6
Approach LOS F F F E
Intersection Summary
HCM 2000 Control Delay 189.6 HCM 2000 Level of Service F HCM 2000 Volume to Capacity ratio 1.54
Actuated Cycle Length (s) 150.0 Sum of lost time (s) 16.0 Intersection Capacity Utilization 137.1% ICU Level of Service H Analysis Period (min) 15
c Critical Lane Group
"'f"i tf+ "'f"i ttt .,, "'f"i ttt
Lanes, Volumes, Timings 11: Centennial Blvd & Tasman Dr - Cumulative + Project AM 05/05/2020
Synchro 9 Report

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Lane Group EBL EBT EBR WBL WBT WBR NBL NBT NBR SBL SBT SBR Lane Configurations
Traffic Volume (vph) 44 1326 10 10 3019 152 10 5 10 176 5 38 Future Volume (vph) 44 1326 10 10 3019 152 10 5 10 176 5 38 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Storage Length (ft) 200 0 150 150 0 0 0 250
Storage Lanes 2 0 1 1 0 0 1 1
Taper Length (ft) 25 25 25 25
Lane Util. Factor 0.97 0.95 0.95 1.00 0.95 1.00 1.00 1.00 1.00 0.95 0.95 1.00 Frt 0.999 0.850 0.945 0.850
Flt Protected 0.950 0.950 0.980 0.950 0.955
Satd. Flow (prot) 3433 3536 0 1770 3539 1583 0 1725 0 1681 1690 1583 Flt Permitted 0.950 0.950 0.980 0.950 0.955
Satd. Flow (perm) 3433 3536 0 1770 3539 1583 0 1725 0 1681 1690 1583 Right Turn on Red Yes Yes Yes No
Satd. Flow (RTOR) 1 84 11
Link Speed (mph) 40 30 25 25
Link Distance (ft) 494 270 282 316
Travel Time (s) 8.4 6.1 7.7 8.6
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 Adj. Flow (vph) 48 1441 11 11 3282 165 11 5 11 191 5 41 Shared Lane Traffic (%) 49%
Lane Group Flow (vph) 48 1452 0 11 3282 165 0 27 0 97 99 41 Enter Blocked Intersection No No No No No No No No No No No No Lane Alignment Left Left Right Left Left Right Left Left Right Left Left Right Median Width(ft) 24 24 12 12
Link Offset(ft) 0000
Crosswalk Width(ft) 16 16 16 16
Two way Left Turn Lane
Headway Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Turning Speed (mph) 15 9 15 9 15 9 15 9
Number of Detectors 1 2 12112 121
Detector Template Left Thru Left Thru Right Left Thru Left Thru Right Leading Detector (ft) 20 100 20 100 20 20 100 20 100 20 Trailing Detector (ft) 0 0 00000 000
Detector 1 Position(ft) 0 0 00000 000
Detector 1 Size(ft) 20 6 20 6 20 20 6 20 6 20
Detector 1 Type Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Detector 1 Channel
Detector 1 Extend (s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Detector 1 Queue (s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Detector 1 Delay (s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Detector 2 Position(ft) 94 94 94 94
Detector 2 Size(ft) 6666
Detector 2 Type Cl+Ex Cl+Ex Cl+Ex Cl+Ex
Detector 2 Channel
Detector 2 Extend (s) 0.0 0.0 0.0 0.0
Turn Type Prot NA Prot NA Perm Split NA Split NA Perm
Protected Phases 5 2 1 6 4 4 8 8
Permitted Phases 6 8
lt tt ., 4+ - lt 4'
Lanes, Volumes, Timings 11: Centennial Blvd & Tasman Dr - Cumulative + Project AM 05/05/2020
Synchro 9 Report

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Lane Group EBL EBT EBR WBL WBT WBR NBL NBT NBR SBL SBT SBR Detector Phase 5 2 1 6 6 4 4 8 8 8
Switch Phase
Minimum Initial (s) 7.0 10.0 5.0 7.0 7.0 10.0 10.0 10.0 10.0 10.0 Minimum Split (s) 12.0 23.0 9.5 23.0 23.0 23.0 23.0 23.0 23.0 23.0 Total Split (s) 12.0 94.5 9.5 92.0 92.0 23.0 23.0 23.0 23.0 23.0 Total Split (%) 8.0% 63.0% 6.3% 61.3% 61.3% 15.3% 15.3% 15.3% 15.3% 15.3% Maximum Green (s) 7.0 89.5 5.0 87.0 87.0 18.0 18.0 18.0 18.0 18.0 Yellow Time (s) 3.0 3.0 3.5 3.0 3.0 3.0 3.0 3.0 3.0 3.0 All-Red Time (s) 2.0 2.0 1.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 Lost Time Adjust (s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Total Lost Time (s) 5.0 5.0 4.5 5.0 5.0 5.0 5.0 5.0 5.0 Lead/Lag Lead Lag Lead Lag Lag
Lead-Lag Optimize? Yes Yes Yes Yes Yes
Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Recall Mode None C-Min None C-Min C-Min None None None None None Walk Time (s) 7.0 7.0 7.0 7.0 7.0 7.0 7.0 7.0
Flash Dont Walk (s) 11.0 11.0 11.0 11.0 11.0 11.0 11.0 11.0 Pedestrian Calls (#/hr) 0 0000 000
Act Effct Green (s) 7.8 111.8 6.5 106.2 106.2 10.0 14.3 14.3 14.3 Actuated g/C Ratio 0.05 0.75 0.04 0.71 0.71 0.07 0.10 0.10 0.10 v/c Ratio 0.27 0.55 0.14 1.31 0.14 0.22 0.61 0.61 0.27
Control Delay 71.8 11.7 72.6 165.3 5.4 49.8 80.3 81.0 66.1 Queue Delay 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Total Delay 71.8 11.7 72.6 165.3 5.4 49.8 80.3 81.0 66.1

LOS EB EFA D FFE
Approach Delay 13.7 157.4 49.8 78.1
Approach LOS B F D E
90th %ile Green (s) 9.4 93.0 8.1 91.2 91.2 10.0 10.0 19.4 19.4 19.4 90th %ile Term Code Gap Coord Gap Coord Coord Min Min Gap Gap Gap 70th %ile Green (s) 8.3 97.1 7.1 95.4 95.4 10.0 10.0 16.3 16.3 16.3 70th %ile Term Code Gap Coord Gap Coord Coord Min Min Gap Gap Gap 50th %ile Green (s) 7.5 110.9 0.0 98.4 98.4 10.0 10.0 14.1 14.1 14.1 50th %ile Term Code Gap Coord Skip Coord Coord Min Min Gap Gap Gap 30th %ile Green (s) 7.0 128.2 0.0 116.2 116.2 0.0 0.0 11.8 11.8 11.8 30th %ile Term Code Min Coord Skip Coord Coord Skip Skip Gap Gap Gap 10th %ile Green (s) 0.0 130.0 0.0 130.0 130.0 0.0 0.0 10.0 10.0 10.0 10th %ile Term Code Skip Coord Skip Coord Coord Skip Skip Min Min Min Stops (vph) 41 583 11 2116 29 17 84 86 34
Fuel Used(gal) 1 13 0 120 1 0 2 2 1
CO Emissions (g/hr) 83 937 16 8365 45 26 141 145 52
NOx Emissions (g/hr) 16 182 3 1627 9 5 27 28 10
VOC Emissions (g/hr) 19 217 4 1939 11 6 33 34 12
Dilemma Vehicles (#) 0 44 0 0 0 0 0 0 0
Queue Length 50th (ft) 23 298 11 ~2264 27 15 97 100 38
Queue Length 95th (ft) 46 534 33 #2449 64 49 158 162 77 Internal Link Dist (ft) 414 190 202 236
Turn Bay Length (ft) 200 150 150 250
Base Capacity (vph) 179 2636 77 2506 1145 216 204 205 192 Starvation Cap Reductn 0 0 0 0 0 0 0 0 0
Lanes, Volumes, Timings 11: Centennial Blvd & Tasman Dr - Cumulative + Project AM 05/05/2020
Synchro 9 Report

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Lane Group EBL EBT EBR WBL WBT WBR NBL NBT NBR SBL SBT SBR Spillback Cap Reductn 0 0 0 0 0 0 0 0 0
Storage Cap Reductn 0 0 0 0 0 0 0 0 0
Reduced v/c Ratio 0.27 0.55 0.14 1.31 0.14 0.13 0.48 0.48 0.21 Intersection Summary
Area Type: Other
Cycle Length: 150
Actuated Cycle Length: 150
Offset: 0 (0%), Referenced to phase 2:EBT and 6:WBT, Start of Green Natural Cycle: 145
Control Type: Actuated-Coordinated
Maximum v/c Ratio: 1.31
Intersection Signal Delay: 112.0 Intersection LOS: F
Intersection Capacity Utilization 112.6% ICU Level of Service H Analysis Period (min) 15
~ Volume exceeds capacity, queue is theoretically infinite.

Queue shown is maximum after two cycles.
# 95th percentile volume exceeds capacity, queue may be longer.

Queue shown is maximum after two cycles.

Splits and Phases: 11: Centennial Blvd & Tasman Dr
Lanes, Volumes, Timings 61: Great America Pkwy & Driveway/City Place Pkwy - Cumulative + Project AM 05/05/2020
Synchro 9 Report

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Lane Group EBL EBT EBR WBL WBT WBR NBL NBT NBR SBL SBT SBR Lane Configurations
Traffic Volume (vph) 10 0 10 43 1 297 0 1431 277 811 2240 10 Future Volume (vph) 10 0 10 43 1 297 0 1431 277 811 2240 10 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Storage Length (ft) 0 0 250 250 0 300 300 0
Storage Lanes 1 0 1 1 0 1 2 0
Taper Length (ft) 25 25 25 25
Lane Util. Factor 1.00 1.00 1.00 0.97 0.95 0.95 1.00 0.91 1.00 0.97 0.91 0.91 Frt 0.850 0.851 0.850 0.850 0.999
Flt Protected 0.950 0.950 0.950
Satd. Flow (prot) 1770 1583 0 3433 1506 1504 0 5085 1583 3433 5080 0 Flt Permitted 0.950 0.950 0.950
Satd. Flow (perm) 1770 1583 0 3433 1506 1504 0 5085 1583 3433 5080 0 Right Turn on Red No Yes No Yes
Satd. Flow (RTOR) 162 161 1
Link Speed (mph) 30 30 40 40
Link Distance (ft) 203 897 788 508
Travel Time (s) 4.6 20.4 13.4 8.7
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 Adj. Flow (vph) 11 0 11 47 1 323 0 1555 301 882 2435 11 Shared Lane Traffic (%) 50%
Lane Group Flow (vph) 11 11 0 47 163 161 0 1555 301 882 2446 0 Enter Blocked Intersection No No No No No No No No No No No No Lane Alignment Left Left Right Left Left Right Left Left Right Left Left Right Median Width(ft) 12 24 24 24
Link Offset(ft) 0000
Crosswalk Width(ft) 16 16 16 16
Two way Left Turn Lane
Headway Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Turning Speed (mph) 15 9 15 9 15 9 15 9
Number of Detectors 1 2 1 2 1 2112
Detector Template Left Thru Left Thru Right Thru Right Left Thru Leading Detector (ft) 20 100 20 100 20 100 20 20 100
Trailing Detector (ft) 0 0 0 0 0 0000
Detector 1 Position(ft) 0 0 0 0 0 0000
Detector 1 Size(ft) 20 6 20 6 20 6 20 20 6
Detector 1 Type Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Detector 1 Channel
Detector 1 Extend (s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Detector 1 Queue (s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Detector 1 Delay (s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Detector 2 Position(ft) 94 94 94 94
Detector 2 Size(ft) 6666
Detector 2 Type Cl+Ex Cl+Ex Cl+Ex Cl+Ex
Detector 2 Channel
Detector 2 Extend (s) 0.0 0.0 0.0 0.0
Turn Type Prot NA Prot NA Perm NA pm+ov Prot NA
Protected Phases 7 4 3 8 2316
Permitted Phases 8 2
Lanes, Volumes, Timings 61: Great America Pkwy & Driveway/City Place Pkwy - Cumulative + Project AM 05/05/2020
Synchro 9 Report

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Lane Group EBL EBT EBR WBL WBT WBR NBL NBT NBR SBL SBT SBR Detector Phase 7 4 3 8 8 2 3 1 6
Switch Phase
Minimum Initial (s) 7.0 10.0 7.0 10.0 10.0 10.0 7.0 7.0 10.0 Minimum Split (s) 12.0 23.0 12.0 23.0 23.0 23.0 12.0 12.0 23.0 Total Split (s) 12.0 23.0 12.0 23.0 23.0 46.0 12.0 39.0 85.0 Total Split (%) 10.0% 19.2% 10.0% 19.2% 19.2% 38.3% 10.0% 32.5% 70.8% Maximum Green (s) 7.0 18.0 7.0 18.0 18.0 41.0 7.0 34.0 80.0 Yellow Time (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0
All-Red Time (s) 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0
Lost Time Adjust (s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Total Lost Time (s) 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 Lead/Lag Lead Lag Lead Lag Lag Lag Lead Lead
Lead-Lag Optimize? Yes Yes Yes Yes Yes Yes Yes Yes
Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Recall Mode None None None None None C-Min None None C-Min Walk Time (s) 7.0 7.0 7.0 7.0 7.0
Flash Dont Walk (s) 11.0 11.0 11.0 11.0 11.0
Pedestrian Calls (#/hr) 0 0 0 0 0
Act Effct Green (s) 7.0 10.9 9.4 10.9 10.9 56.0 70.4 35.8 96.7 Actuated g/C Ratio 0.06 0.09 0.08 0.09 0.09 0.47 0.59 0.30 0.81 v/c Ratio 0.11 0.08 0.17 0.57 0.57 0.66 0.32 0.86 0.60
Control Delay 56.0 50.3 56.5 18.1 17.8 23.3 7.2 39.6 11.1 Queue Delay 0.0 0.0 0.0 0.0 0.0 0.0 0.0 1.1 4.4
Total Delay 56.0 50.3 56.5 18.1 17.8 23.3 7.2 40.7 15.5

LOS ED EBB CADB
Approach Delay 53.1 22.9 20.7 22.2
Approach LOS DCCC
90th %ile Green (s) 7.0 14.3 7.0 14.3 14.3 41.0 7.0 37.7 83.7 90th %ile Term Code Max Hold Max Gap Gap Coord Max Max Coord 70th %ile Green (s) 0.0 0.0 10.0 10.0 10.0 55.8 10.0 39.2 100.0 70th %ile Term Code Skip Skip Hold Min Min Coord Hold Gap Coord 50th %ile Green (s) 0.0 0.0 10.0 10.0 10.0 57.8 10.0 37.2 100.0 50th %ile Term Code Skip Skip Hold Min Min Coord Hold Gap Coord 30th %ile Green (s) 0.0 0.0 10.0 10.0 10.0 60.3 10.0 34.7 100.0 30th %ile Term Code Skip Skip Hold Min Min Coord Hold Gap Coord 10th %ile Green (s) 0.0 0.0 10.0 10.0 10.0 65.0 10.0 30.0 100.0 10th %ile Term Code Skip Skip Hold Min Min Coord Hold Gap Coord Stops (vph) 11 11 38 40 27 607 39 802 1161
Fuel Used(gal) 0 0 1 2 2 20 2 17 24
CO Emissions (g/hr) 13 13 70 127 120 1425 159 1203 1695 NOx Emissions (g/hr) 3 2 14 25 23 277 31 234 330
VOC Emissions (g/hr) 3 3 16 30 28 330 37 279 393
Dilemma Vehicles (#) 0 0 0 0 0 128 0 0 173
Queue Length 50th (ft) 8 8 18 0 0 157 18 375 356
Queue Length 95th (ft) 28 26 38 45 45 241 m62 m277 m268 Internal Link Dist (ft) 123 817 708 428
Turn Bay Length (ft) 250 250 300 300
Base Capacity (vph) 103 237 269 363 362 2372 928 1045 4095 Starvation Cap Reductn 0 0 0 0 0 0 0 47 1561
Lanes, Volumes, Timings 61: Great America Pkwy & Driveway/City Place Pkwy - Cumulative + Project AM 05/05/2020
Synchro 9 Report

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Lane Group EBL EBT EBR WBL WBT WBR NBL NBT NBR SBL SBT SBR Spillback Cap Reductn 0 0 0 0 0 0000
Storage Cap Reductn 0 0 0 0 0 0000
Reduced v/c Ratio 0.11 0.05 0.17 0.45 0.44 0.66 0.32 0.88 0.97 Intersection Summary
Area Type: Other
Cycle Length: 120
Actuated Cycle Length: 120
Offset: 0 (0%), Referenced to phase 2:NBT and 6:SBT, Start of Green Natural Cycle: 90
Control Type: Actuated-Coordinated
Maximum v/c Ratio: 0.86
Intersection Signal Delay: 21.8 Intersection LOS: C
Intersection Capacity Utilization 71.6% ICU Level of Service C Analysis Period (min) 15
m Volume for 95th percentile queue is metered by upstream signal.

Splits and Phases: 61: Great America Pkwy & Driveway/City Place Pkwy +- t
39 s
! 06
85 s
Lanes, Volumes, Timings
1002: Stars and Stripes & Avenue A - Cumulative + Project AM 05/05/2020 Synchro 9 Report

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Lane Group EBL EBT EBR WBL WBT WBR NBL NBT NBR SBL SBT SBR Lane Configurations
Traffic Volume (vph) 10 72 168 92 151 10 68 10 8 20 20 20 Future Volume (vph) 10 72 168 92 151 10 68 10 8 20 20 20 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Lane Util. Factor 0.95 0.95 0.95 0.95 0.95 0.95 1.00 1.00 1.00 1.00 1.00 1.00 Frt 0.899 0.994 0.987 0.955
Flt Protected 0.998 0.982 0.962 0.984
Satd. Flow (prot) 0 3175 0 0 3455 0 0 1769 0 0 1750 0
Flt Permitted 0.998 0.982 0.962 0.984
Satd. Flow (perm) 0 3175 0 0 3455 0 0 1769 0 0 1750 0
Link Speed (mph) 30 30 30 30
Link Distance (ft) 304 453 200 664
Travel Time (s) 6.9 10.3 4.5 15.1
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 Adj. Flow (vph) 11 78 183 100 164 11 74 11 9 22 22 22
Shared Lane Traffic (%)
Lane Group Flow (vph) 0 272 0 0 275 0 0 94 0 0 66 0
Enter Blocked Intersection No No No No No No No No No No No No Lane Alignment Left Left Right Left Left Right Left Left Right Left Left Right Median Width(ft) 0000
Link Offset(ft) 0000
Crosswalk Width(ft) 16 16 16 16
Two way Left Turn Lane
Headway Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Turning Speed (mph) 15 9 15 9 15 9 15 9
Sign Control Free Free Stop Stop
Intersection Summary
Area Type: Other
Control Type: Unsignalized
Intersection Capacity Utilization 35.0% ICU Level of Service A Analysis Period (min) 15
Lanes, Volumes, Timings
1003: Centennial Blvd & Stars and Stripes - Cumulative + Project AM 05/05/2020 Synchro 9 Report

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Lane Group EBL EBT EBR WBL WBT WBR NBL NBT NBR SBL SBT SBR Lane Configurations
Traffic Volume (vph) 10 65 15 199 112 10 132 10 64 25 25 25 Future Volume (vph) 10 65 15 199 112 10 132 10 64 25 25 25 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Frt 0.972 0.988 0.850 0.955
Flt Protected 0.950 0.950 0.956 0.984
Satd. Flow (prot) 1770 1811 0 1770 1840 0 0 1781 1583 0 1750 0 Flt Permitted 0.950 0.950 0.956 0.984
Satd. Flow (perm) 1770 1811 0 1770 1840 0 0 1781 1583 0 1750 0 Right Turn on Red Yes Yes No Yes
Satd. Flow (RTOR) 11 5 25
Link Speed (mph) 30 30 30 30
Link Distance (ft) 453 445 204 659
Travel Time (s) 10.3 10.1 4.6 15.0
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 Adj. Flow (vph) 11 71 16 216 122 11 143 11 70 27 27 27
Shared Lane Traffic (%)
Lane Group Flow (vph) 11 87 0 216 133 0 0 154 70 0 81 0 Enter Blocked Intersection No No No No No No No No No No No No Lane Alignment Left Left Right Left Left Right Left Left Right Left Left Right Median Width(ft) 12 12 0 0
Link Offset(ft) 0000
Crosswalk Width(ft) 16 16 16 16
Two way Left Turn Lane
Headway Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Turning Speed (mph) 15 9 15 9 15 9 15 9
Number of Detectors 1 2 1 2 12112
Detector Template Left Thru Left Thru Left Thru Right Left Thru Leading Detector (ft) 20 100 20 100 20 100 20 20 100
Trailing Detector (ft) 0 0 0 0 00000
Detector 1 Position(ft) 0 0 0 0 00000
Detector 1 Size(ft) 20 6 20 6 20 6 20 20 6
Detector 1 Type Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Detector 1 Channel
Detector 1 Extend (s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Detector 1 Queue (s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Detector 1 Delay (s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Detector 2 Position(ft) 94 94 94 94
Detector 2 Size(ft) 6666
Detector 2 Type Cl+Ex Cl+Ex Cl+Ex Cl+Ex
Detector 2 Channel
Detector 2 Extend (s) 0.0 0.0 0.0 0.0
Turn Type Prot NA Prot NA Split NA Perm Split NA
Protected Phases 7 4 3 8 2 2 6 6
Permitted Phases 2
Detector Phase 7 4 3 8 2 2 2 6 6
Switch Phase
Minimum Initial (s) 7.0 10.0 7.0 10.0 10.0 10.0 10.0 10.0 10.0 t
Lanes, Volumes, Timings
1003: Centennial Blvd & Stars and Stripes - Cumulative + Project AM 05/05/2020 Synchro 9 Report

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Lane Group EBL EBT EBR WBL WBT WBR NBL NBT NBR SBL SBT SBR Minimum Split (s) 12.0 23.0 12.0 23.0 23.0 23.0 23.0 23.0 23.0 Total Split (s) 12.0 23.0 21.0 32.0 23.0 23.0 23.0 23.0 23.0 Total Split (%) 13.3% 25.6% 23.3% 35.6% 25.6% 25.6% 25.6% 25.6% 25.6% Maximum Green (s) 7.0 18.0 16.0 27.0 18.0 18.0 18.0 18.0 18.0 Yellow Time (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0
All-Red Time (s) 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0
Lost Time Adjust (s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Total Lost Time (s) 5.0 5.0 5.0 5.0 5.0 5.0 5.0
Lead/Lag Lead Lag Lead Lag
Lead-Lag Optimize? Yes Yes Yes Yes
Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Recall Mode None None None None C-Min C-Min C-Min None None Walk Time (s) 7.0 7.0 7.0 7.0 7.0 7.0 7.0
Flash Dont Walk (s) 11.0 11.0 11.0 11.0 11.0 11.0 11.0
Pedestrian Calls (#/hr) 0 0 00000
Act Effct Green (s) 7.1 10.7 16.3 26.5 38.6 38.6 10.4
Actuated g/C Ratio 0.08 0.12 0.18 0.29 0.43 0.43 0.12
v/c Ratio 0.08 0.39 0.68 0.24 0.20 0.10 0.36
Control Delay 39.9 37.0 44.7 22.8 22.2 22.5 31.5
Queue Delay 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Total Delay 39.9 37.0 44.7 22.8 22.2 22.5 31.5

LOS DD DC CC C
Approach Delay 37.3 36.3 22.3 31.5
Approach LOS DDCC
90th %ile Green (s) 7.3 12.8 21.8 27.3 23.4 23.4 23.4 12.0 12.0 90th %ile Term Code Gap Gap Gap Hold Coord Coord Coord Gap Gap 70th %ile Green (s) 0.0 10.7 18.7 34.4 30.6 30.6 30.6 10.0 10.0 70th %ile Term Code Skip Gap Gap Hold Coord Coord Coord Min Min 50th %ile Green (s) 0.0 10.0 16.3 31.3 33.7 33.7 33.7 10.0 10.0 50th %ile Term Code Skip Min Gap Hold Coord Coord Coord Min Min 30th %ile Green (s) 0.0 10.0 14.0 29.0 36.0 36.0 36.0 10.0 10.0 30th %ile Term Code Skip Min Gap Hold Coord Coord Coord Min Min 10th %ile Green (s) 0.0 0.0 10.5 10.5 69.5 69.5 69.5 0.0 0.0 10th %ile Term Code Skip Skip Gap Hold Coord Coord Coord Skip Skip Stops (vph) 12 63 179 83 97 44 50
Fuel Used(gal) 0 1 3 1 1 1 1
CO Emissions (g/hr) 13 86 244 101 98 45 80
NOx Emissions (g/hr) 2 17 47 20 19 9 16
VOC Emissions (g/hr) 3 20 57 23 23 10 18
Dilemma Vehicles (#) 0 0 0 0 0 0 0
Queue Length 50th (ft) 6 41 116 50 59 26 30
Queue Length 95th (ft) 22 84 176 100 125 65 72
Internal Link Dist (ft) 373 365 124 579
Turn Bay Length (ft)
Base Capacity (vph) 138 371 349 612 764 679 370
Starvation Cap Reductn 0 0 0 0 0 0 0
Spillback Cap Reductn 0 0 0 0 0 0 0
Storage Cap Reductn 0 0 0 0 0 0 0
Reduced v/c Ratio 0.08 0.23 0.62 0.22 0.20 0.10 0.22
Lanes, Volumes, Timings
1003: Centennial Blvd & Stars and Stripes - Cumulative + Project AM 05/05/2020 Synchro 9 Report

Page 54 ends

Intersection Summary
Area Type: Other
Cycle Length: 90
Actuated Cycle Length: 90
Offset: 0 (0%), Referenced to phase 2:NBTL, Start of Green Natural Cycle: 85
Control Type: Actuated-Coordinated
Maximum v/c Ratio: 0.68
Intersection Signal Delay: 31.8 Intersection LOS: C
Intersection Capacity Utilization 40.5% ICU Level of Service A Analysis Period (min) 15
Splits and Phases: 1004: Centennial Blvd & Stars and Stripes 12s I
Lanes, Volumes, Timings
1004: Stars and Stripes & Avenue B - Cumulative + Project AM 05/05/2020 Synchro 9 Report

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Lane Group EBL EBT EBR WBL WBT WBR NBL NBT NBR SBL SBT SBR Lane Configurations
Traffic Volume (vph) 15 20 109 0 201 10 47 13 5 10 29 63 Future Volume (vph) 15 20 109 0 201 10 47 13 5 10 29 63 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Storage Length (ft) 150 150 150 150 150 150 150 150
Storage Lanes 0 0 0 0 0 0 0 0
Taper Length (ft) 25 25 25 25
Lane Util. Factor 0.95 0.95 0.95 0.95 0.95 0.95 1.00 1.00 1.00 1.00 1.00 1.00 Frt 0.887 0.993 0.990 0.917
Flt Protected 0.995 0.965 0.995
Satd. Flow (prot) 0 3124 0 0 3514 0 0 1780 0 0 1700 0
Flt Permitted 0.995 0.965 0.995
Satd. Flow (perm) 0 3124 0 0 3514 0 0 1780 0 0 1700 0
Link Speed (mph) 30 30 30 30
Link Distance (ft) 445 325 196 655
Travel Time (s) 10.1 7.4 4.5 14.9
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 Adj. Flow (vph) 16 22 118 0 218 11 51 14 5 11 32 68
Shared Lane Traffic (%)
Lane Group Flow (vph) 0 156 0 0 229 0 0 70 0 0 111 0
Enter Blocked Intersection No No No No No No No No No No No No Lane Alignment Left Left Right Left Left Right Left Left Right Left Left Right Median Width(ft) 0000
Link Offset(ft) 0000
Crosswalk Width(ft) 16 16 16 16
Two way Left Turn Lane
Headway Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Turning Speed (mph) 15 9 15 9 15 9 15 9
Sign Control Free Free Stop Stop
Intersection Summary
Area Type: Other
Control Type: Unsignalized
Intersection Capacity Utilization 30.6% ICU Level of Service A Analysis Period (min) 15
Lanes, Volumes, Timings 1005: Stars and Stripes & Avenue C - Cumulative + Project AM 05/05/2020
Synchro 9 Report

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Lane Group EBL EBR NBL NBT SBT SBR
Lane Configurations
Traffic Volume (vph) 15 5 5 214 97 202
Future Volume (vph) 15 5 5 214 97 202
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900
Storage Length (ft) 0 0 0 0
Storage Lanes 1 1 0 1
Taper Length (ft) 25 25
Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00
Frt 0.850 0.850
Flt Protected 0.950 0.999
Satd. Flow (prot) 1770 1583 0 1861 1863 1583
Flt Permitted 0.950 0.999
Satd. Flow (perm) 1770 1583 0 1861 1863 1583
Link Speed (mph) 30 30 30
Link Distance (ft) 325 508 308
Travel Time (s) 7.4 11.5 7.0
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 16 5 5 233 105 220
Shared Lane Traffic (%)
Lane Group Flow (vph) 16 5 0 238 105 220
Enter Blocked Intersection No No No No No No
Lane Alignment Left Right Left Left Left Right
Median Width(ft) 12 0 0
Link Offset(ft) 0 0 0
Crosswalk Width(ft) 16 16 16
Two way Left Turn Lane
Headway Factor 1.00 1.00 1.00 1.00 1.00 1.00
Turning Speed (mph) 15 9 15 9
Sign Control Stop Stop Stop
Intersection Summary
Area Type: Other
Control Type: Unsignalized
Intersection Capacity Utilization 30.7% ICU Level of Service A Analysis Period (min) 15
4' t
Lanes, Volumes, Timings 1006: Avenue C & Station Road - Cumulative + Project AM 05/05/2020
Synchro 9 Report

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Lane Group EBL EBT EBR WBL WBT WBR NBL NBT NBR SBL SBT SBR Lane Configurations
Traffic Volume (vph) 130 5 80 23 128 73 152 60 9 8 210 100 Future Volume (vph) 130 5 80 23 128 73 152 60 9 8 210 100 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Frt 0.850 0.850 0.980 0.951
Flt Protected 0.954 0.992 0.950 0.950
Satd. Flow (prot) 0 1777 1583 0 1848 1583 1770 1825 0 1770 1771 0 Flt Permitted 0.954 0.992 0.950 0.950
Satd. Flow (perm) 0 1777 1583 0 1848 1583 1770 1825 0 1770 1771 0 Right Turn on Red Yes Yes Yes Yes
Satd. Flow (RTOR) 145 145 9 25
Link Speed (mph) 30 30 30 30
Link Distance (ft) 397 715 308 405
Travel Time (s) 9.0 16.3 7.0 9.2
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 Adj. Flow (vph) 141 5 87 25 139 79 165 65 10 9 228 109
Shared Lane Traffic (%)
Lane Group Flow (vph) 0 146 87 0 164 79 165 75 0 9 337 0 Enter Blocked Intersection No No No No No No No No No No No No Lane Alignment Left Left Right Left Left Right Left Left Right Left Left Right Median Width(ft) 0 0 24 24
Link Offset(ft) 0000
Crosswalk Width(ft) 16 16 16 16
Two way Left Turn Lane
Headway Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Turning Speed (mph) 15 9 15 9 15 9 15 9
Number of Detectors 12112112 12
Detector Template Left Thru Right Left Thru Right Left Thru Left Thru Leading Detector (ft) 20 100 20 20 100 20 20 100 20 100 Trailing Detector (ft) 00000000 00
Detector 1 Position(ft) 00000000 00
Detector 1 Size(ft) 20 6 20 20 6 20 20 6 20 6
Detector 1 Type Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Detector 1 Channel
Detector 1 Extend (s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Detector 1 Queue (s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Detector 1 Delay (s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Detector 2 Position(ft) 94 94 94 94
Detector 2 Size(ft) 6666
Detector 2 Type Cl+Ex Cl+Ex Cl+Ex Cl+Ex
Detector 2 Channel
Detector 2 Extend (s) 0.0 0.0 0.0 0.0
Turn Type Split NA Perm Split NA Perm Prot NA Prot NA
Protected Phases 4 4 8 8 5 2 1 6
Permitted Phases 4 8
Detector Phase 4 4 4 8 8 8 5 2 1 6
Switch Phase
Minimum Initial (s) 10.0 10.0 10.0 10.0 10.0 10.0 7.0 10.0 7.0 10.0 t
lt f+
Lanes, Volumes, Timings 1006: Avenue C & Station Road - Cumulative + Project AM 05/05/2020
Synchro 9 Report

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Lane Group EBL EBT EBR WBL WBT WBR NBL NBT NBR SBL SBT SBR Minimum Split (s) 23.0 23.0 23.0 23.0 23.0 23.0 12.0 23.0 12.0 23.0 Total Split (s) 23.0 23.0 23.0 23.0 23.0 23.0 17.0 32.0 12.0 27.0 Total Split (%) 25.6% 25.6% 25.6% 25.6% 25.6% 25.6% 18.9% 35.6% 13.3% 30.0% Maximum Green (s) 18.0 18.0 18.0 18.0 18.0 18.0 12.0 27.0 7.0 22.0 Yellow Time (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 All-Red Time (s) 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 Lost Time Adjust (s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Total Lost Time (s) 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0
Lead/Lag Lead Lag Lead Lag
Lead-Lag Optimize? Yes Yes Yes Yes
Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Recall Mode None None None None None None None None None None Walk Time (s) 7.0 7.0 7.0 7.0 7.0 7.0 7.0 7.0
Flash Dont Walk (s) 11.0 11.0 11.0 11.0 11.0 11.0 11.0 11.0 Pedestrian Calls (#/hr) 000000 0 0
Act Effct Green (s) 12.4 12.4 12.8 12.8 10.9 31.7 7.2 17.7 Actuated g/C Ratio 0.17 0.17 0.17 0.17 0.15 0.43 0.10 0.24 v/c Ratio 0.49 0.23 0.52 0.20 0.64 0.10 0.05 0.77
Control Delay 36.2 2.6 36.0 1.6 45.0 14.8 36.9 38.1
Queue Delay 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Total Delay 36.2 2.6 36.0 1.6 45.0 14.8 36.9 38.1

LOS DA DADB DD
Approach Delay 23.6 24.8 35.5 38.1
Approach LOS CCDD
90th %ile Green (s) 17.3 17.3 17.3 18.0 18.0 18.0 12.0 27.0 7.0 22.0 90th %ile Term Code Gap Gap Gap Max Max Max Max Hold Max Max 70th %ile Green (s) 13.8 13.8 13.8 14.4 14.4 14.4 12.0 39.0 0.0 22.0 70th %ile Term Code Gap Gap Gap Gap Gap Gap Max Hold Skip Max 50th %ile Green (s) 11.6 11.6 11.6 12.1 12.1 12.1 12.0 35.9 0.0 18.9 50th %ile Term Code Gap Gap Gap Gap Gap Gap Max Hold Skip Gap 30th %ile Green (s) 10.0 10.0 10.0 10.0 10.0 10.0 10.4 30.7 0.0 15.3 30th %ile Term Code Min Min Min Min Min Min Gap Hold Skip Gap 10th %ile Green (s) 10.0 10.0 10.0 10.0 10.0 10.0 7.9 24.1 0.0 11.2 10th %ile Term Code Min Min Min Min Min Min Gap Hold Skip Gap Stops (vph) 115 3 130 1 130 37 10 247
Fuel Used(gal) 2 0 3021 05
CO Emissions (g/hr) 142 21 186 30 173 40 10 332
NOx Emissions (g/hr) 28 4 36 6 34 8 2 65
VOC Emissions (g/hr) 33 5 43 7 40 9 2 77
Dilemma Vehicles (#) 0 0 0000 00
Queue Length 50th (ft) 63 0 71 0 72 16 4 132
Queue Length 95th (ft) 130 10 142 5 #178 59 20 #283
Internal Link Dist (ft) 317 635 228 325
Turn Bay Length (ft)
Base Capacity (vph) 440 501 458 501 292 801 170 554
Starvation Cap Reductn 0 0 0000 00
Spillback Cap Reductn 0 0 0000 00
Storage Cap Reductn 0 0 0000 00
Reduced v/c Ratio 0.33 0.17 0.36 0.16 0.57 0.09 0.05 0.61 Lanes, Volumes, Timings 1006: Avenue C & Station Road - Cumulative + Project AM 05/05/2020
Synchro 9 Report

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Intersection Summary
Area Type: Other
Cycle Length: 90
Actuated Cycle Length: 74.2
Natural Cycle: 85
Control Type: Actuated-Uncoordinated
Maximum v/c Ratio: 0.77
Intersection Signal Delay: 31.3 Intersection LOS: C
Intersection Capacity Utilization 58.9% ICU Level of Service B Analysis Period (min) 15
90th %ile Actuated Cycle: 89.3
70th %ile Actuated Cycle: 82.2
50th %ile Actuated Cycle: 74.6
30th %ile Actuated Cycle: 65.7
10th %ile Actuated Cycle: 59.1
# 95th percentile volume exceeds capacity, queue may be longer.

Queue shown is maximum after two cycles.

Splits and Phases: 27: Avenue C & Station Road
Lanes, Volumes, Timings 1008: Avenue A & First Street - Cumulative + Project AM 05/05/2020
Synchro 9 Report

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Lane Group EBL EBT EBR WBL WBT WBR NBL NBT NBR SBL SBT SBR Lane Configurations
Traffic Volume (vph) 5 5 5 26 25 24 5 118 5 5 139 5
Future Volume (vph) 5 5 5 26 25 24 5 118 5 5 139 5
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Frt 0.955 0.957 0.995 0.996
Flt Protected 0.984 0.983 0.998 0.998
Satd. Flow (prot) 0 1750 0 0 1752 0 0 1850 0 0 1852 0
Flt Permitted 0.984 0.983 0.998 0.998
Satd. Flow (perm) 0 1750 0 0 1752 0 0 1850 0 0 1852 0
Link Speed (mph) 30 30 30 30
Link Distance (ft) 401 455 664 506
Travel Time (s) 9.1 10.3 15.1 11.5
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 Adj. Flow (vph) 5 5 5 28 27 26 5 128 5 5 151 5
Shared Lane Traffic (%)
Lane Group Flow (vph) 0 15 0 0 81 0 0 138 0 0 161 0
Enter Blocked Intersection No No No No No No No No No No No No Lane Alignment Left Left Right Left Left Right Left Left Right Left Left Right Median Width(ft) 0000
Link Offset(ft) 0000
Crosswalk Width(ft) 16 16 16 16
Two way Left Turn Lane
Headway Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Turning Speed (mph) 15 9 15 9 15 9 15 9
Sign Control Stop Stop Stop Stop
Intersection Summary
Area Type: Other
Control Type: Unsignalized
Intersection Capacity Utilization 21.8% ICU Level of Service A Analysis Period (min) 15
Lanes, Volumes, Timings
1009: Centennial Blvd & First Street - Cumulative + Project AM 05/05/2020 Synchro 9 Report

Page 16 ends

Lane Group EBL EBT EBR WBL WBT WBR NBL NBT NBR SBL SBT SBR Lane Configurations
Traffic Volume (vph) 5 5 5 52 26 23 24 5 22 5 38 5
Future Volume (vph) 5 5 5 52 26 23 24 5 22 5 38 5
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Storage Length (ft) 150 150 150 150 150 150 150 150
Storage Lanes 0 0 0 0 0 0 0 0
Taper Length (ft) 25 25 25 25
Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Frt 0.955 0.969 0.941 0.987
Flt Protected 0.984 0.975 0.977 0.995
Satd. Flow (prot) 0 1750 0 0 1760 0 0 1713 0 0 1829 0
Flt Permitted 0.984 0.975 0.977 0.995
Satd. Flow (perm) 0 1750 0 0 1760 0 0 1713 0 0 1829 0
Link Speed (mph) 30 30 30 30
Link Distance (ft) 455 467 659 498
Travel Time (s) 10.3 10.6 15.0 11.3
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 Adj. Flow (vph) 5 5 5 57 28 25 26 5 24 5 41 5
Shared Lane Traffic (%)
Lane Group Flow (vph) 0 15 0 0 110 0 0 55 0 0 51 0
Enter Blocked Intersection No No No No No No No No No No No No Lane Alignment Left Left Right Left Left Right Left Left Right Left Left Right Median Width(ft) 0000
Link Offset(ft) 0000
Crosswalk Width(ft) 16 16 16 16
Two way Left Turn Lane
Headway Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Turning Speed (mph) 15 9 15 9 15 9 15 9
Sign Control Stop Stop Stop Stop
Intersection Summary
Area Type: Other
Control Type: Unsignalized
Intersection Capacity Utilization 24.6% ICU Level of Service A Analysis Period (min) 15
Lanes, Volumes, Timings 1010: Avenue B & First Street - Cumulative + Project AM 05/05/2020
Synchro 9 Report

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Lane Group EBL EBT EBR WBL WBT WBR NBL NBT NBR SBL SBT SBR Lane Configurations
Traffic Volume (vph) 22 0 0 0 18 104 0 24 0 79 52 13
Future Volume (vph) 22 0 0 0 18 104 0 24 0 79 52 13
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Storage Length (ft) 150 150 150 150 150 150 150 150
Storage Lanes 0 0 0 0 0 0 0 0
Taper Length (ft) 25 25 25 25
Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Ped Bike Factor
Frt 0.885 0.988
Flt Protected 0.950 0.973
Satd. Flow (prot) 0 1770 0 0 1649 0 0 1863 0 0 1791 0
Flt Permitted 0.950 0.973
Satd. Flow (perm) 0 1770 0 0 1649 0 0 1863 0 0 1791 0
Link Speed (mph) 30 30 10 30
Link Distance (ft) 467 166 655 272
Travel Time (s) 10.6 3.8 44.7 6.2
Confl. Peds. (#/hr) 1
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 Adj. Flow (vph) 24 0 0 0 20 113 0 26 0 86 57 14
Shared Lane Traffic (%)
Lane Group Flow (vph) 0 24 0 0 133 0 0 26 0 0 157 0
Enter Blocked Intersection No No No No No No No No No No No No Lane Alignment Left Left Right Left Left Right Left Left Right Left Left Right Median Width(ft) 0 0 12 12
Link Offset(ft) 0000
Crosswalk Width(ft) 16 16 16 16
Two way Left Turn Lane
Headway Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Turning Speed (mph) 15 9 15 9 15 9 15 9
Sign Control Stop Stop Stop Stop
Intersection Summary
Area Type: Other
Control Type: Unsignalized
Intersection Capacity Utilization 35.3% ICU Level of Service A Analysis Period (min) 15
Lanes, Volumes, Timings 1011: Avenue C & First Street - Cumulative + Project AM 05/05/2020
Synchro 9 Report

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Lane Group EBL EBR NBL NBT SBT SBR
Lane Configurations
Traffic Volume (vph) 0 0 0 112 134 225
Future Volume (vph) 0 0 0 112 134 225
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900
Storage Length (ft) 0 0 100 0
Storage Lanes 1 1 1 0
Taper Length (ft) 25 25
Lane Util. Factor 1.00 1.00 1.00 0.95 0.95 0.95
Frt 0.906
Flt Protected
Satd. Flow (prot) 1863 1863 1863 3539 3207 0
Flt Permitted
Satd. Flow (perm) 1863 1863 1863 3539 3207 0
Link Speed (mph) 30 30 30
Link Distance (ft) 208 405 374
Travel Time (s) 4.7 9.2 8.5
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 0 0 0 122 146 245
Shared Lane Traffic (%)
Lane Group Flow (vph) 0 0 0 122 391 0
Enter Blocked Intersection No No No No No No
Lane Alignment Left Right Left Left Left Right
Median Width(ft) 12 12 12
Link Offset(ft) 0 0 0
Crosswalk Width(ft) 16 16 16
Two way Left Turn Lane
Headway Factor 1.00 1.00 1.00 1.00 1.00 1.00
Turning Speed (mph) 15 9 15 9
Sign Control Stop Free Free
Intersection Summary
Area Type: Other
Control Type: Unsignalized
Intersection Capacity Utilization 14.3% ICU Level of Service A Analysis Period (min) 15
llj '{' llj tt tf+
HCM Signalized Intersection Capacity Analysis 1012: Creekside Drive & Second St - Cumulative + Project AM 04/02/2020
Synchro 9 Report

Page 1 ends

Movement EBT EBR WBL WBT NWL NWR
Lane Configurations
Traffic Volume (vph) 333 411 86 130 46 140
Future Volume (vph) 333 411 86 130 46 140
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900
Total Lost time (s) 5.0 5.0 4.5 4.5
Lane Util. Factor 0.95 0.95 1.00 1.00
Frt 0.92 1.00 1.00 0.85
Flt Protected 1.00 0.98 0.95 1.00
Satd. Flow (prot) 3246 3470 1770 1583
Flt Permitted 1.00 0.63 0.95 1.00
Satd. Flow (perm) 3246 2242 1770 1583
Peak-hour factor, PHF 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 362 447 93 141 50 152
RTOR Reduction (vph) 88 0 0 0 0 138
Lane Group Flow (vph) 721 0 0 234 50 14
Turn Type NA Perm NA Perm Perm
Protected Phases 6 2
Permitted Phases 2 8 8
Actuated Green, G (s) 72.3 72.3 8.2 8.2
Effective Green, g (s) 72.3 72.3 8.2 8.2
Actuated g/C Ratio 0.80 0.80 0.09 0.09
Clearance Time (s) 5.0 5.0 4.5 4.5
Vehicle Extension (s) 3.0 3.0 3.0 3.0
Lane Grp Cap (vph) 2607 1801 161 144
v/s Ratio Prot c0.22
v/s Ratio Perm 0.10 c0.03 0.01
v/c Ratio 0.28 0.13 0.31 0.10
Uniform Delay, d1 2.2 1.9 38.3 37.5
Progression Factor 1.00 1.00 1.00 1.00
Incremental Delay, d2 0.3 0.1 1.1 0.3
Delay (s) 2.5 2.1 39.4 37.8
Level of Service A A D D
Approach Delay (s) 2.5 2.1 38.2
Approach LOS A A D
Intersection Summary
HCM 2000 Control Delay 8.2 HCM 2000 Level of Service A
HCM 2000 Volume to Capacity ratio 0.28
Actuated Cycle Length (s) 90.0 Sum of lost time (s) 9.5 Intersection Capacity Utilization 47.0% ICU Level of Service A Analysis Period (min) 15
c Critical Lane Group
+ft
Lanes, Volumes, Timings
1013: Avenue A & Second Street - Cumulative + Project AM 05/05/2020 Synchro 9 Report

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Lane Group EBL EBT EBR WBL WBT WBR NBL NBT NBR SBL SBT SBR Lane Configurations
Traffic Volume (vph) 0 0 0 5 0 185 0 42 5 108 184 0
Future Volume (vph) 0 0 0 5 0 185 0 42 5 108 184 0
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Storage Length (ft) 0 0 0 0 0 0 100 0
Storage Lanes 0 1 0 0 0 0 1 0
Taper Length (ft) 25 25 25 25
Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Frt 0.868 0.987
Flt Protected 0.999 0.950
Satd. Flow (prot) 0 1863 1863 0 1615 0 0 1839 0 1770 1863 0 Flt Permitted 0.999 0.950
Satd. Flow (perm) 0 1863 1863 0 1615 0 0 1839 0 1770 1863 0 Link Speed (mph) 30 30 30 30
Link Distance (ft) 616 456 506 321
Travel Time (s) 14.0 10.4 11.5 7.3
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 Adj. Flow (vph) 0 0 0 5 0 201 0 46 5 117 200 0
Shared Lane Traffic (%)
Lane Group Flow (vph) 0 0 0 0 206 0 0 51 0 117 200 0
Enter Blocked Intersection No No No No No No No No No No No No Lane Alignment Left Left Right Left Left Right Left Left Right Left Left Right Median Width(ft) 0 0 12 12
Link Offset(ft) 0000
Crosswalk Width(ft) 16 16 16 16
Two way Left Turn Lane
Headway Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Turning Speed (mph) 15 9 15 9 15 9 15 9
Sign Control Stop Stop Stop Stop
Intersection Summary
Area Type: Other
Control Type: Unsignalized
Intersection Capacity Utilization 31.0% ICU Level of Service A Analysis Period (min) 15
4 'f' +f+ ___ +f+ _ lt f+
Lanes, Volumes, Timings
1014 Centennial Blvd & Second Street - Cumulative + Project AM 05/05/2020 Synchro 9 Report

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Lane Group EBL EBT EBR WBL WBT WBR NBL NBT NBR SBL SBT SBR Lane Configurations
Traffic Volume (vph) 0 75 38 5 166 0 23 05000
Future Volume (vph) 0 75 38 5 166 0 23 05000
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Storage Length (ft) 150 150 150 150 150 150 150 150
Storage Lanes 0 0 0 0 0 0 0 0
Taper Length (ft) 25 25 25 25
Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Frt 0.955 0.977
Flt Protected 0.999 0.960
Satd. Flow (prot) 0 1779 0 0 1861 0 0 1747 0 0 1863 0
Flt Permitted 0.999 0.960
Satd. Flow (perm) 0 1779 0 0 1861 0 0 1747 0 0 1863 0
Link Speed (mph) 30 30 30 30
Link Distance (ft) 456 484 498 168
Travel Time (s) 10.4 11.0 11.3 3.8
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 Adj. Flow (vph) 0 82 41 5 180 0 25 0 5 0 0 0
Shared Lane Traffic (%)
Lane Group Flow (vph) 0 123 0 0 185 0 0 30 0000
Enter Blocked Intersection No No No No No No No No No No No No Lane Alignment Left Left Right Left Left Right Left Left Right Left Left Right Median Width(ft) 0000
Link Offset(ft) 0000
Crosswalk Width(ft) 16 16 16 16
Two way Left Turn Lane
Headway Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Turning Speed (mph) 15 9 15 9 15 9 15 9
Sign Control Stop Stop Stop Stop
Intersection Summary
Area Type: Other
Control Type: Unsignalized
Intersection Capacity Utilization 22.8% ICU Level of Service A Analysis Period (min) 15
Lanes, Volumes, Timings
1015: Avenue B & Second Street - Cumulative + Project AM 05/05/2020 Synchro 9 Report

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Lane Group EBL EBT EBR WBL WBT WBR NBL NBT NBR SBL SBT SBR Lane Configurations
Traffic Volume (vph) 0 71 0 72 102 40 0 47 83 163 38 0
Future Volume (vph) 0 71 0 72 102 40 0 47 83 163 38 0
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Storage Length (ft) 150 150 150 0 150 150 150 150
Storage Lanes 0 0 0 1 0 0 0 0
Taper Length (ft) 25 25 25 25
Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Ped Bike Factor
Frt 0.850 0.914
Flt Protected 0.980 0.961
Satd. Flow (prot) 0 1863 0 0 1825 1583 0 1703 0 0 1790 0 Flt Permitted 0.980 0.961
Satd. Flow (perm) 0 1863 0 0 1825 1583 0 1703 0 0 1790 0 Link Speed (mph) 30 30 30 30
Link Distance (ft) 484 1153 218 197
Travel Time (s) 11.0 26.2 5.0 4.5
Confl. Peds. (#/hr) 1
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 Adj. Flow (vph) 0 77 0 78 111 43 0 51 90 177 41 0
Shared Lane Traffic (%)
Lane Group Flow (vph) 0 77 0 0 189 43 0 141 0 0 218 0
Enter Blocked Intersection No No No No No No No No No No No No Lane Alignment Left Left Right Left Left Right Left Left Right Left Left Right Median Width(ft) 0 0 12 12
Link Offset(ft) 0000
Crosswalk Width(ft) 16 16 16 16
Two way Left Turn Lane
Headway Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Turning Speed (mph) 15 9 15 9 15 9 15 9
Sign Control Stop Stop Stop Stop
Intersection Summary
Area Type: Other
Control Type: Unsignalized
Intersection Capacity Utilization 44.6% ICU Level of Service A Analysis Period (min) 15
4+ --- ., 4+ --- 4+
Lanes, Volumes, Timings
1017: Avenue A & City Place Pkwy - Cumulative + Project AM 05/05/2020 Synchro 9 Report

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Lane Group EBT EBR WBL WBT NBL NBR
Lane Configurations
Traffic Volume (vph) 889 199 119 267 73 8
Future Volume (vph) 889 199 119 267 73 8
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900
Storage Length (ft) 0 200 50 0
Storage Lanes 0 1 1 1
Taper Length (ft) 25 25
Lane Util. Factor 0.95 0.95 1.00 0.95 1.00 1.00
Frt 0.973 0.850
Flt Protected 0.950 0.950
Satd. Flow (prot) 3444 0 1770 3539 1770 1583
Flt Permitted 0.950 0.950
Satd. Flow (perm) 3444 0 1770 3539 1770 1583
Right Turn on Red Yes Yes
Satd. Flow (RTOR) 50 9
Link Speed (mph) 30 30 30
Link Distance (ft) 897 950 276
Travel Time (s) 20.4 21.6 6.3
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 966 216 129 290 79 9
Shared Lane Traffic (%)
Lane Group Flow (vph) 1182 0 129 290 79 9
Enter Blocked Intersection No No No No No No
Lane Alignment Left Right Left Left Left Right
Median Width(ft) 12 12 12
Link Offset(ft) 0 0 0
Crosswalk Width(ft) 16 16 16
Two way Left Turn Lane
Headway Factor 1.00 1.00 1.00 1.00 1.00 1.00
Turning Speed (mph) 9 15 15 9
Number of Detectors 2 1211
Detector Template Thru Left Thru Left Right
Leading Detector (ft) 100 20 100 20 20
Trailing Detector (ft) 0 0000
Detector 1 Position(ft) 0 0000
Detector 1 Size(ft) 6 20 6 20 20
Detector 1 Type Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex
Detector 1 Channel
Detector 1 Extend (s) 0.0 0.0 0.0 0.0 0.0
Detector 1 Queue (s) 0.0 0.0 0.0 0.0 0.0
Detector 1 Delay (s) 0.0 0.0 0.0 0.0 0.0
Detector 2 Position(ft) 94 94
Detector 2 Size(ft) 6 6
Detector 2 Type Cl+Ex Cl+Ex
Detector 2 Channel
Detector 2 Extend (s) 0.0 0.0
Turn Type NA Prot NA Prot Perm
Protected Phases 6 5 2 8
Permitted Phases 8
Lanes, Volumes, Timings
1017: Avenue A & City Place Pkwy - Cumulative + Project AM 05/05/2020 Synchro 9 Report

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Lane Group EBT EBR WBL WBT NBL NBR
Detector Phase 6 5 2 8 8
Switch Phase
Minimum Initial (s) 10.0 7.0 7.0 7.0 7.0
Minimum Split (s) 22.5 11.5 22.5 22.5 22.5
Total Split (s) 25.9 11.6 37.5 22.5 22.5
Total Split (%) 43.2% 19.3% 62.5% 37.5% 37.5%
Maximum Green (s) 21.4 7.1 33.0 18.0 18.0
Yellow Time (s) 3.5 3.5 3.5 3.5 3.5
All-Red Time (s) 1.0 1.0 1.0 1.0 1.0
Lost Time Adjust (s) 0.0 0.0 0.0 0.0 0.0
Total Lost Time (s) 4.5 4.5 4.5 4.5 4.5
Lead/Lag Lag Lead
Lead-Lag Optimize? Yes Yes
Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0
Recall Mode C-Min None C-Min None None
Walk Time (s) 7.0 7.0 7.0 7.0
Flash Dont Walk (s) 11.0 11.0 11.0 11.0
Pedestrian Calls (#/hr) 0 0 0 0
Act Effct Green (s) 35.9 9.9 49.0 8.4 8.4
Actuated g/C Ratio 0.60 0.16 0.82 0.14 0.14
v/c Ratio 0.57 0.44 0.10 0.32 0.04
Control Delay 24.0 26.7 2.6 26.2 13.0
Queue Delay 0.0 0.0 0.0 0.0 0.0
Total Delay 24.0 26.7 2.6 26.2 13.0

LOS C CACB
Approach Delay 24.0 10.0 24.9
Approach LOS C B C
90th %ile Green (s) 22.5 13.1 40.1 10.9 10.9
90th %ile Term Code Coord Gap Coord Gap Gap
70th %ile Green (s) 26.0 11.3 41.8 9.2 9.2
70th %ile Term Code Coord Gap Coord Gap Gap
50th %ile Green (s) 28.6 9.9 43.0 8.0 8.0
50th %ile Term Code Coord Gap Coord Gap Gap
30th %ile Green (s) 42.6 8.4 55.5 0.0 0.0
30th %ile Term Code Coord Gap Coord Skip Skip
10th %ile Green (s) 55.5 0.0 55.5 0.0 0.0
10th %ile Term Code Coord Skip Coord Skip Skip
Stops (vph) 955 101 60 64 6
Fuel Used(gal) 18 2210
CO Emissions (g/hr) 1271 146 171 63 5
NOx Emissions (g/hr) 247 28 33 12 1
VOC Emissions (g/hr) 295 34 40 15 1
Dilemma Vehicles (#) 0 0000
Queue Length 50th (ft) 392 43 12 26 0
Queue Length 95th (ft) #477 82 26 58 10
Internal Link Dist (ft) 817 870 196
Turn Bay Length (ft) 200 50
Base Capacity (vph) 2082 293 2889 531 481
Starvation Cap Reductn 0 0000
Lanes, Volumes, Timings
1017: Avenue A & City Place Pkwy - Cumulative + Project AM 05/05/2020 Synchro 9 Report

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Lane Group EBT EBR WBL WBT NBL NBR
Spillback Cap Reductn 0 0000
Storage Cap Reductn 0 0000
Reduced v/c Ratio 0.57 0.44 0.10 0.15 0.02
Intersection Summary
Area Type: Other
Cycle Length: 60
Actuated Cycle Length: 60
Offset: 0 (0%), Referenced to phase 2:WBT and 6:EBT, Start of Green Natural Cycle: 60
Control Type: Actuated-Coordinated
Maximum v/c Ratio: 0.57
Intersection Signal Delay: 20.6 Intersection LOS: C
Intersection Capacity Utilization 54.6% ICU Level of Service A Analysis Period (min) 15
# 95th percentile volume exceeds capacity, queue may be longer.

Queue shown is maximum after two cycles.

Splits and Phases: 1036: Avenue A & City Place Pkwy
]
HCM Signalized Intersection Capacity Analysis 8: Great America Pkwy & Tasman Drive - Cumulative + Project PM 04/02/2020
Synchro 9 Report

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Movement EBL EBT EBR WBL WBT WBR NBL NBT NBR SBL SBT SBR Lane Configurations
Traffic Volume (vph) 379 1948 170 1361 1518 200 180 1518 1076 430 2252 575 Future Volume (vph) 379 1948 170 1361 1518 200 180 1518 1076 430 2252 575 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Total Lost time (s) 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 Lane Util. Factor 0.97 0.95 0.94 0.95 0.97 0.91 1.00 0.97 0.91 1.00 Frt 1.00 0.99 1.00 0.98 1.00 1.00 0.85 1.00 1.00 0.85
Flt Protected 0.95 1.00 0.95 1.00 0.95 1.00 1.00 0.95 1.00 1.00 Satd. Flow (prot) 3433 3497 4990 3478 3433 5085 1583 3433 5085 1583 Flt Permitted 0.95 1.00 0.95 1.00 0.95 1.00 1.00 0.95 1.00 1.00 Satd. Flow (perm) 3433 3497 4990 3478 3433 5085 1583 3433 5085 1583 Peak-hour factor, PHF 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 Adj. Flow (vph) 412 2117 185 1479 1650 217 196 1650 1170 467 2448 625 RTOR Reduction (vph) 0 4 0 0 7 0 0 0 37 0 0 83
Lane Group Flow (vph) 412 2298 0 1479 1860 0 196 1650 1133 467 2448 542 Turn Type Prot NA Prot NA Prot NA pm+ov Prot NA Perm
Protected Phases 7 4 3 8 52316
Permitted Phases 26
Actuated Green, G (s) 12.0 56.0 27.0 71.0 7.0 38.0 65.0 13.0 44.0 44.0 Effective Green, g (s) 12.0 56.0 27.0 71.0 7.0 38.0 65.0 13.0 44.0 44.0 Actuated g/C Ratio 0.08 0.37 0.18 0.47 0.05 0.25 0.43 0.09 0.29 0.29 Clearance Time (s) 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 274 1305 898 1646 160 1288 728 297 1491 464 v/s Ratio Prot 0.12 c0.66 c0.30 0.53 0.06 0.32 c0.28 c0.14 c0.48 v/s Ratio Perm 0.44 0.34
v/c Ratio 1.50 1.76 1.65 1.13 1.23 1.28 1.56 1.57 1.64 1.17 Uniform Delay, d1 69.0 47.0 61.5 39.5 71.5 56.0 42.5 68.5 53.0 53.0 Progression Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 244.8 345.4 296.2 66.9 144.2 132.6 257.2 273.3 291.9 96.4 Delay (s) 313.8 392.4 357.7 106.4 215.7 188.6 299.7 341.8 344.9 149.4 Level of Service F F F F FFFFFF
Approach Delay (s) 380.5 217.4 233.4 310.0
Approach LOS FFFF
Intersection Summary
HCM 2000 Control Delay 282.3 HCM 2000 Level of Service F HCM 2000 Volume to Capacity ratio 1.74
Actuated Cycle Length (s) 150.0 Sum of lost time (s) 16.0 Intersection Capacity Utilization 148.2% ICU Level of Service H Analysis Period (min) 15
c Critical Lane Group
"'f"i tf+ "'f"i ttt .,, "'f"i ttt
Lanes, Volumes, Timings 11: Centennial Blvd & Tasman Dr - Cumulative + Project PM 05/05/2020
Synchro 9 Report

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Lane Group EBL EBT EBR WBL WBT WBR NBL NBT NBR SBL SBT SBR Lane Configurations
Traffic Volume (vph) 103 2941 10 10 2565 36 10 5 10 482 5 75 Future Volume (vph) 103 2941 10 10 2565 36 10 5 10 482 5 75 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Storage Length (ft) 200 0 150 150 0 0 0 250
Storage Lanes 2 0 1 1 0 0 1 1
Taper Length (ft) 25 25 25 25
Lane Util. Factor 0.97 0.95 0.95 1.00 0.95 1.00 1.00 1.00 1.00 0.95 0.95 1.00 Frt 0.999 0.850 0.945 0.850
Flt Protected 0.950 0.950 0.980 0.950 0.953
Satd. Flow (prot) 3433 3536 0 1770 3539 1583 0 1725 0 1681 1686 1583 Flt Permitted 0.950 0.950 0.980 0.950 0.953
Satd. Flow (perm) 3433 3536 0 1770 3539 1583 0 1725 0 1681 1686 1583 Right Turn on Red Yes No Yes Yes
Satd. Flow (RTOR) 11 84
Link Speed (mph) 40 30 25 25
Link Distance (ft) 494 270 282 316
Travel Time (s) 8.4 6.1 7.7 8.6
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 Adj. Flow (vph) 112 3197 11 11 2788 39 11 5 11 524 5 82 Shared Lane Traffic (%) 50%
Lane Group Flow (vph) 112 3208 0 11 2788 39 0 27 0 262 267 82 Enter Blocked Intersection No No No No No No No No No No No No Lane Alignment Left Left Right Left Left Right Left Left Right Left Left Right Median Width(ft) 24 24 12 12
Link Offset(ft) 0000
Crosswalk Width(ft) 16 16 16 16
Two way Left Turn Lane
Headway Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Turning Speed (mph) 15 9 15 9 15 9 15 9
Number of Detectors 1 2 12112 121
Detector Template Left Thru Left Thru Right Left Thru Left Thru Right Leading Detector (ft) 20 100 20 100 20 20 100 20 100 20 Trailing Detector (ft) 0 0 00000 000
Detector 1 Position(ft) 0 0 00000 000
Detector 1 Size(ft) 20 6 20 6 20 20 6 20 6 20
Detector 1 Type Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Detector 1 Channel
Detector 1 Extend (s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Detector 1 Queue (s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Detector 1 Delay (s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Detector 2 Position(ft) 94 94 94 94
Detector 2 Size(ft) 6666
Detector 2 Type Cl+Ex Cl+Ex Cl+Ex Cl+Ex
Detector 2 Channel
Detector 2 Extend (s) 0.0 0.0 0.0 0.0
Turn Type Prot NA Prot NA Perm Split NA Split NA Perm
Protected Phases 5 2 1 6 4 4 8 8
Permitted Phases 6 8
lt tt ., 4+ - lt 4'
Lanes, Volumes, Timings 11: Centennial Blvd & Tasman Dr - Cumulative + Project PM 05/05/2020
Synchro 9 Report

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Lane Group EBL EBT EBR WBL WBT WBR NBL NBT NBR SBL SBT SBR Detector Phase 5 2 1 6 6 4 4 8 8 8
Switch Phase
Minimum Initial (s) 7.0 10.0 5.0 7.0 7.0 10.0 10.0 10.0 10.0 10.0 Minimum Split (s) 12.0 23.0 9.5 23.0 23.0 23.0 23.0 23.0 23.0 23.0 Total Split (s) 12.0 92.5 9.5 90.0 90.0 23.0 23.0 25.0 25.0 25.0 Total Split (%) 8.0% 61.7% 6.3% 60.0% 60.0% 15.3% 15.3% 16.7% 16.7% 16.7% Maximum Green (s) 7.0 87.5 5.0 85.0 85.0 18.0 18.0 20.0 20.0 20.0 Yellow Time (s) 3.0 3.0 3.5 3.0 3.0 3.0 3.0 3.0 3.0 3.0 All-Red Time (s) 2.0 2.0 1.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 Lost Time Adjust (s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Total Lost Time (s) 5.0 5.0 4.5 5.0 5.0 5.0 5.0 5.0 5.0 Lead/Lag Lead Lag Lead Lag Lag
Lead-Lag Optimize? Yes Yes Yes Yes Yes
Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Recall Mode None C-Min None C-Min C-Min None None None None None Walk Time (s) 7.0 7.0 7.0 7.0 7.0 7.0 7.0 7.0
Flash Dont Walk (s) 11.0 11.0 11.0 11.0 11.0 11.0 11.0 11.0 Pedestrian Calls (#/hr) 0 0000 000
Act Effct Green (s) 7.5 94.3 5.1 85.6 85.6 10.0 32.9 32.9 32.9 Actuated g/C Ratio 0.05 0.63 0.03 0.57 0.57 0.07 0.22 0.22 0.22 v/c Ratio 0.66 1.44 0.18 1.38 0.04 0.22 0.71 0.72 0.20
Control Delay 88.1 228.5 77.5 203.4 14.5 49.8 67.1 67.7 10.6 Queue Delay 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Total Delay 88.1 228.5 77.5 203.4 14.5 49.8 67.1 67.7 10.6

LOS FF EFB D EEB
Approach Delay 223.8 200.3 49.8 59.7
Approach LOS F F D E
90th %ile Green (s) 7.0 87.5 5.0 85.0 85.0 10.0 10.0 28.0 28.0 28.0 90th %ile Term Code Max Coord Max Coord Coord Min Min Max Max Max 70th %ile Green (s) 7.0 87.5 5.0 85.0 85.0 10.0 10.0 28.0 28.0 28.0 70th %ile Term Code Max Coord Max Coord Coord Min Min Max Max Max 50th %ile Green (s) 7.0 97.0 0.0 85.0 85.0 10.0 10.0 28.0 28.0 28.0 50th %ile Term Code Max Coord Skip Coord Coord Min Min Max Max Max 30th %ile Green (s) 9.3 102.3 0.0 88.0 88.0 0.0 0.0 37.7 37.7 37.7 30th %ile Term Code Gap Coord Skip Coord Coord Skip Skip Gap Gap Gap 10th %ile Green (s) 7.0 97.0 0.0 85.0 85.0 0.0 0.0 43.0 43.0 43.0 10th %ile Term Code Max Coord Skip Coord Coord Skip Skip Max Max Max Stops (vph) 97 2120 11 1912 16 17 213 217 11
Fuel Used(gal) 3 168 0 122 0 0 5 5 0
CO Emissions (g/hr) 220 11743 17 8539 19 26 332 341 28
NOx Emissions (g/hr) 43 2285 3 1661 4 5 65 66 6
VOC Emissions (g/hr) 51 2722 4 1979 4 6 77 79 7
Dilemma Vehicles (#) 0 68 0 0 0 0 0 0 0
Queue Length 50th (ft) 56 ~2204 11 ~1905 16 15 263 269 0 Queue Length 95th (ft) #101 #2420 34 #2017 35 49 #418 #430 47 Internal Link Dist (ft) 414 190 202 236
Turn Bay Length (ft) 200 150 150 250
Base Capacity (vph) 170 2221 60 2019 903 216 368 370 412 Starvation Cap Reductn 0 0 0 0 0 0 0 0 0
Lanes, Volumes, Timings 11: Centennial Blvd & Tasman Dr - Cumulative + Project PM 05/05/2020
Synchro 9 Report

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Lane Group EBL EBT EBR WBL WBT WBR NBL NBT NBR SBL SBT SBR Spillback Cap Reductn 0 0 0 0 0 0 0 0 0
Storage Cap Reductn 0 0 0 0 0 0 0 0 0
Reduced v/c Ratio 0.66 1.44 0.18 1.38 0.04 0.13 0.71 0.72 0.20 Intersection Summary
Area Type: Other
Cycle Length: 150
Actuated Cycle Length: 150
Offset: 0 (0%), Referenced to phase 2:EBT and 6:WBT, Start of Green Natural Cycle: 145
Control Type: Actuated-Coordinated
Maximum v/c Ratio: 1.44
Intersection Signal Delay: 198.5 Intersection LOS: F
Intersection Capacity Utilization 110.1% ICU Level of Service H Analysis Period (min) 15
~ Volume exceeds capacity, queue is theoretically infinite.

Queue shown is maximum after two cycles.
# 95th percentile volume exceeds capacity, queue may be longer.

Queue shown is maximum after two cycles.

Splits and Phases: 11: Centennial Blvd & Tasman Dr
Lanes, Volumes, Timings 61: Great America Pkwy & Driveway/City Place Pkwy - Cumulative + Project PM 05/05/2020
Synchro 9 Report

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Lane Group EBL EBT EBR WBL WBT WBR NBL NBT NBR SBL SBT SBR Lane Configurations
Traffic Volume (vph) 10 0 10 493 0 496 0 2410 144 354 1741 10 Future Volume (vph) 10 0 10 493 0 496 0 2410 144 354 1741 10 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Storage Length (ft) 0 0 250 250 0 300 300 0
Storage Lanes 1 0 1 1 0 1 2 0
Taper Length (ft) 25 25 25 25
Lane Util. Factor 1.00 1.00 1.00 0.97 0.95 0.95 1.00 0.91 1.00 0.97 0.91 0.91 Frt 0.850 0.850 0.850 0.850 0.999
Flt Protected 0.950 0.950 0.950
Satd. Flow (prot) 1770 1583 0 3433 1504 1504 0 5085 1583 3433 5080 0 Flt Permitted 0.950 0.950 0.950
Satd. Flow (perm) 1770 1583 0 3433 1504 1504 0 5085 1583 3433 5080 0 Right Turn on Red No Yes No Yes
Satd. Flow (RTOR) 247 247 1
Link Speed (mph) 30 30 40 40
Link Distance (ft) 203 897 788 508
Travel Time (s) 4.6 20.4 13.4 8.7
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 Adj. Flow (vph) 11 0 11 536 0 539 0 2620 157 385 1892 11 Shared Lane Traffic (%) 50%
Lane Group Flow (vph) 11 11 0 536 270 269 0 2620 157 385 1903 0 Enter Blocked Intersection No No No No No No No No No No No No Lane Alignment Left Left Right Left Left Right Left Left Right Left Left Right Median Width(ft) 12 24 24 24
Link Offset(ft) 0000
Crosswalk Width(ft) 16 16 16 16
Two way Left Turn Lane
Headway Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Turning Speed (mph) 15 9 15 9 15 9 15 9
Number of Detectors 1 2 1 2 1 2112
Detector Template Left Thru Left Thru Right Thru Right Left Thru Leading Detector (ft) 20 100 20 100 20 100 20 20 100
Trailing Detector (ft) 0 0 0 0 0 0000
Detector 1 Position(ft) 0 0 0 0 0 0000
Detector 1 Size(ft) 20 6 20 6 20 6 20 20 6
Detector 1 Type Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Detector 1 Channel
Detector 1 Extend (s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Detector 1 Queue (s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Detector 1 Delay (s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Detector 2 Position(ft) 94 94 94 94
Detector 2 Size(ft) 6666
Detector 2 Type Cl+Ex Cl+Ex Cl+Ex Cl+Ex
Detector 2 Channel
Detector 2 Extend (s) 0.0 0.0 0.0 0.0
Turn Type Prot NA Prot NA Perm NA pm+ov Prot NA
Protected Phases 7 4 3 8 2316
Permitted Phases 8 2
Lanes, Volumes, Timings 61: Great America Pkwy & Driveway/City Place Pkwy - Cumulative + Project PM 05/05/2020
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Lane Group EBL EBT EBR WBL WBT WBR NBL NBT NBR SBL SBT SBR Detector Phase 7 4 3 8 8 2 3 1 6
Switch Phase
Minimum Initial (s) 7.0 10.0 7.0 10.0 10.0 10.0 7.0 7.0 10.0 Minimum Split (s) 12.0 23.0 12.0 23.0 23.0 23.0 12.0 12.0 23.0 Total Split (s) 12.0 23.0 21.0 32.0 32.0 60.0 21.0 16.0 76.0 Total Split (%) 10.0% 19.2% 17.5% 26.7% 26.7% 50.0% 17.5% 13.3% 63.3% Maximum Green (s) 7.0 18.0 16.0 27.0 27.0 55.0 16.0 11.0 71.0 Yellow Time (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0
All-Red Time (s) 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0
Lost Time Adjust (s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Total Lost Time (s) 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 Lead/Lag Lead Lag Lead Lag Lag Lag Lead Lead
Lead-Lag Optimize? Yes Yes Yes Yes Yes Yes Yes Yes
Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Recall Mode None None None None None C-Min None None C-Min Walk Time (s) 7.0 7.0 7.0 7.0 7.0
Flash Dont Walk (s) 11.0 11.0 11.0 11.0 11.0
Pedestrian Calls (#/hr) 0 0 0 0 0
Act Effct Green (s) 7.0 10.2 16.0 16.8 16.8 62.9 83.9 22.9 90.8 Actuated g/C Ratio 0.06 0.08 0.13 0.14 0.14 0.52 0.70 0.19 0.76 v/c Ratio 0.11 0.08 1.17 0.64 0.64 0.98 0.14 0.59 0.50
Control Delay 56.0 51.8 141.5 18.0 17.8 24.4 3.0 57.7 4.1 Queue Delay 0.0 0.0 0.0 0.0 0.0 12.4 0.0 0.0 0.1
Total Delay 56.0 51.8 141.5 18.0 17.9 36.9 3.0 57.7 4.2

LOS ED FBB DAEA
Approach Delay 53.9 79.5 34.9 13.2
Approach LOS D E C B
90th %ile Green (s) 7.0 11.2 16.0 20.2 20.2 55.0 16.0 17.8 77.8 90th %ile Term Code Max Hold Max Gap Gap Coord Max Max Coord 70th %ile Green (s) 0.0 0.0 16.0 16.0 16.0 66.9 16.0 22.1 94.0 70th %ile Term Code Skip Skip Max Hold Hold Coord Max Gap Coord 50th %ile Green (s) 0.0 0.0 16.0 16.0 16.0 66.7 16.0 22.3 94.0 50th %ile Term Code Skip Skip Max Hold Hold Coord Max Gap Coord 30th %ile Green (s) 0.0 0.0 16.0 16.0 16.0 65.4 16.0 23.6 94.0 30th %ile Term Code Skip Skip Max Hold Hold Coord Max Gap Coord 10th %ile Green (s) 0.0 0.0 16.0 16.0 16.0 60.5 16.0 28.5 94.0 10th %ile Term Code Skip Skip Max Hold Hold Coord Max Gap Coord Stops (vph) 11 11 410 117 116 1573 17 348 297
Fuel Used(gal) 0 0 20 3 3 40 1 9 10
CO Emissions (g/hr) 13 13 1392 230 228 2818 72 615 728
NOx Emissions (g/hr) 3 2 271 45 44 548 14 120 142
VOC Emissions (g/hr) 3 3 323 53 53 653 17 143 169
Dilemma Vehicles (#) 0 0 0 0 0 112 0 0 99
Queue Length 50th (ft) 8 8 ~257 41 41 163 14 163 73
Queue Length 95th (ft) 28 27 #371 135 134 #935 m19 m197 154 Internal Link Dist (ft) 123 817 708 428
Turn Bay Length (ft) 250 250 300 300
Base Capacity (vph) 103 237 457 529 529 2665 1106 654 3842 Starvation Cap Reductn 0 0 0 0 0 0 0 0 639
Lanes, Volumes, Timings 61: Great America Pkwy & Driveway/City Place Pkwy - Cumulative + Project PM 05/05/2020
Synchro 9 Report

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Lane Group EBL EBT EBR WBL WBT WBR NBL NBT NBR SBL SBT SBR Spillback Cap Reductn 0 0 0 5 5 122 0 0 0
Storage Cap Reductn 0 0 0 0 0 0000
Reduced v/c Ratio 0.11 0.05 1.17 0.52 0.51 1.03 0.14 0.59 0.59 Intersection Summary
Area Type: Other
Cycle Length: 120
Actuated Cycle Length: 120
Offset: 0 (0%), Referenced to phase 2:NBT and 6:SBT, Start of Green Natural Cycle: 150
Control Type: Actuated-Coordinated
Maximum v/c Ratio: 1.17
Intersection Signal Delay: 34.7 Intersection LOS: C
Intersection Capacity Utilization 89.9% ICU Level of Service E Analysis Period (min) 15
~ Volume exceeds capacity, queue is theoretically infinite.

Queue shown is maximum after two cycles.
# 95th percentile volume exceeds capacity, queue may be longer.

Queue shown is maximum after two cycles.
m Volume for 95th percentile queue is metered by upstream signal.

Splits and Phases: 61: Great America Pkwy & Driveway/City Place Pkwy +-
16 s
! 06
76 s
t
~
08 23s
Lanes, Volumes, Timings
1002: Stars and Stripes & Avenue A - Cumulative + Project PM 05/05/2020 Synchro 9 Report

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Lane Group EBL EBT EBR WBL WBT WBR NBL NBT NBR SBL SBT SBR Lane Configurations
Traffic Volume (vph) 10 184 22 22 48 10 117 10 160 20 20 20 Future Volume (vph) 10 184 22 22 48 10 117 10 160 20 20 20 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Lane Util. Factor 0.95 0.95 0.95 0.95 0.95 0.95 1.00 1.00 1.00 1.00 1.00 1.00 Frt 0.985 0.981 0.925 0.955
Flt Protected 0.998 0.986 0.980 0.984
Satd. Flow (prot) 0 3479 0 0 3423 0 0 1689 0 0 1750 0
Flt Permitted 0.998 0.986 0.980 0.984
Satd. Flow (perm) 0 3479 0 0 3423 0 0 1689 0 0 1750 0
Link Speed (mph) 30 30 30 30
Link Distance (ft) 304 453 200 664
Travel Time (s) 6.9 10.3 4.5 15.1
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 Adj. Flow (vph) 11 200 24 24 52 11 127 11 174 22 22 22
Shared Lane Traffic (%)
Lane Group Flow (vph) 0 235 0 0 87 0 0 312 0 0 66 0
Enter Blocked Intersection No No No No No No No No No No No No Lane Alignment Left Left Right Left Left Right Left Left Right Left Left Right Median Width(ft) 0000
Link Offset(ft) 0000
Crosswalk Width(ft) 16 16 16 16
Two way Left Turn Lane
Headway Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Turning Speed (mph) 15 9 15 9 15 9 15 9
Sign Control Free Free Stop Stop
Intersection Summary
Area Type: Other
Control Type: Unsignalized
Intersection Capacity Utilization 42.9% ICU Level of Service A Analysis Period (min) 15
Lanes, Volumes, Timings
1003: Centennial Blvd & Stars and Stripes - Cumulative + Project PM 05/05/2020 Synchro 9 Report

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Lane Group EBL EBT EBR WBL WBT WBR NBL NBT NBR SBL SBT SBR Lane Configurations
Traffic Volume (vph) 10 113 231 326 44 10 26 10 113 25 25 25 Future Volume (vph) 10 113 231 326 44 10 26 10 113 25 25 25 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Frt 0.899 0.972 0.850 0.955
Flt Protected 0.950 0.950 0.965 0.984
Satd. Flow (prot) 1770 1675 0 1770 1811 0 0 1798 1583 0 1750 0 Flt Permitted 0.950 0.950 0.965 0.984
Satd. Flow (perm) 1770 1675 0 1770 1811 0 0 1798 1583 0 1750 0 Right Turn on Red Yes Yes Yes Yes
Satd. Flow (RTOR) 102 11 206 25
Link Speed (mph) 30 30 30 30
Link Distance (ft) 453 445 204 659
Travel Time (s) 10.3 10.1 4.6 15.0
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 Adj. Flow (vph) 11 123 251 354 48 11 28 11 123 27 27 27 Shared Lane Traffic (%)
Lane Group Flow (vph) 11 374 0 354 59 0 0 39 123 0 81 0 Enter Blocked Intersection No No No No No No No No No No No No Lane Alignment Left Left Right Left Left Right Left Left Right Left Left Right Median Width(ft) 12 12 0 0
Link Offset(ft) 0000
Crosswalk Width(ft) 16 16 16 16
Two way Left Turn Lane
Headway Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Turning Speed (mph) 15 9 15 9 15 9 15 9
Number of Detectors 1 2 1 2 12112
Detector Template Left Thru Left Thru Left Thru Right Left Thru Leading Detector (ft) 20 100 20 100 20 100 20 20 100
Trailing Detector (ft) 0 0 0 0 00000
Detector 1 Position(ft) 0 0 0 0 00000
Detector 1 Size(ft) 20 6 20 6 20 6 20 20 6
Detector 1 Type Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Detector 1 Channel
Detector 1 Extend (s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Detector 1 Queue (s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Detector 1 Delay (s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Detector 2 Position(ft) 94 94 94 94
Detector 2 Size(ft) 6666
Detector 2 Type Cl+Ex Cl+Ex Cl+Ex Cl+Ex
Detector 2 Channel
Detector 2 Extend (s) 0.0 0.0 0.0 0.0
Turn Type Prot NA Prot NA Split NA Perm Split NA
Protected Phases 7 4 3 8 2 2 6 6
Permitted Phases 2
Detector Phase 7 4 3 8 2 2 2 6 6
Switch Phase
Minimum Initial (s) 7.0 10.0 7.0 10.0 10.0 10.0 10.0 10.0 10.0 t
Lanes, Volumes, Timings
1003: Centennial Blvd & Stars and Stripes - Cumulative + Project PM 05/05/2020 Synchro 9 Report

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Lane Group EBL EBT EBR WBL WBT WBR NBL NBT NBR SBL SBT SBR Minimum Split (s) 12.0 23.0 12.0 23.0 23.0 23.0 23.0 23.0 23.0 Total Split (s) 12.0 23.0 21.0 32.0 23.0 23.0 23.0 23.0 23.0 Total Split (%) 13.3% 25.6% 23.3% 35.6% 25.6% 25.6% 25.6% 25.6% 25.6% Maximum Green (s) 7.0 18.0 16.0 27.0 18.0 18.0 18.0 18.0 18.0 Yellow Time (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0
All-Red Time (s) 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0
Lost Time Adjust (s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Total Lost Time (s) 5.0 5.0 5.0 5.0 5.0 5.0 5.0
Lead/Lag Lead Lag Lead Lag
Lead-Lag Optimize? Yes Yes Yes Yes
Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Recall Mode None None None None C-Min C-Min C-Min None None Walk Time (s) 7.0 7.0 7.0 7.0 7.0 7.0 7.0
Flash Dont Walk (s) 11.0 11.0 11.0 11.0 11.0 11.0 11.0
Pedestrian Calls (#/hr) 0 0 00000
Act Effct Green (s) 7.1 19.6 28.6 50.8 14.4 14.4 10.4
Actuated g/C Ratio 0.08 0.22 0.32 0.56 0.16 0.16 0.12
v/c Ratio 0.08 0.84 0.63 0.06 0.14 0.29 0.36
Control Delay 39.9 42.7 32.2 8.9 37.7 2.1 31.5
Queue Delay 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Total Delay 39.9 42.7 32.2 8.9 37.7 2.1 31.5

LOS D D C A D A C
Approach Delay 42.6 28.9 10.7 31.5
Approach LOS D C B C
90th %ile Green (s) 7.3 18.0 30.0 40.7 10.0 10.0 10.0 12.0 12.0 90th %ile Term Code Gap Max Max Hold Coord Coord Coord Gap Gap 70th %ile Green (s) 0.0 22.8 27.2 55.0 10.0 10.0 10.0 10.0 10.0 70th %ile Term Code Skip Max Gap Hold Coord Coord Coord Min Min 50th %ile Green (s) 0.0 22.9 27.1 55.0 10.0 10.0 10.0 10.0 10.0 50th %ile Term Code Skip Max Gap Hold Coord Coord Coord Min Min 30th %ile Green (s) 0.0 19.8 27.8 52.6 12.4 12.4 12.4 10.0 10.0 30th %ile Term Code Skip Gap Gap Hold Coord Coord Coord Min Min 10th %ile Green (s) 0.0 14.6 31.0 50.6 29.4 29.4 29.4 0.0 0.0 10th %ile Term Code Skip Gap Gap Hold Coord Coord Coord Skip Skip Stops (vph) 12 218 273 22 34 1 50
Fuel Used(gal) 0 5 5 0 1 0 1
CO Emissions (g/hr) 13 378 334 28 36 16 80
NOx Emissions (g/hr) 2 74 65 6 7 3 16
VOC Emissions (g/hr) 3 88 77 7 8 4 18
Dilemma Vehicles (#) 0 0 0 0 0 0 0
Queue Length 50th (ft) 6 143 175 10 21 0 30
Queue Length 95th (ft) 22 #322 258 37 51 4 72
Internal Link Dist (ft) 373 365 124 579
Turn Bay Length (ft)
Base Capacity (vph) 138 456 562 1027 405 516 370
Starvation Cap Reductn 0 0 0 0 0 0 0
Spillback Cap Reductn 0 0 0 0 0 0 0
Storage Cap Reductn 0 0 0 0 0 0 0
Reduced v/c Ratio 0.08 0.82 0.63 0.06 0.10 0.24 0.22
Lanes, Volumes, Timings
1003: Centennial Blvd & Stars and Stripes - Cumulative + Project PM 05/05/2020 Synchro 9 Report

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Intersection Summary
Area Type: Other
Cycle Length: 90
Actuated Cycle Length: 90
Offset: 0 (0%), Referenced to phase 2:NBTL, Start of Green Natural Cycle: 85
Control Type: Actuated-Coordinated
Maximum v/c Ratio: 0.84
Intersection Signal Delay: 31.3 Intersection LOS: C
Intersection Capacity Utilization 61.6% ICU Level of Service B Analysis Period (min) 15
# 95th percentile volume exceeds capacity, queue may be longer.

Queue shown is maximum after two cycles.

Splits and Phases: 1004: Centennial Blvd & Stars and Stripes 12s I
Lanes, Volumes, Timings
1004: Stars and Stripes & Avenue B - Cumulative + Project PM 05/05/2020 Synchro 9 Report

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Lane Group EBL EBT EBR WBL WBT WBR NBL NBT NBR SBL SBT SBR Lane Configurations
Traffic Volume (vph) 78 94 53 0 230 10 68 20 5 10 15 71 Future Volume (vph) 78 94 53 0 230 10 68 20 5 10 15 71
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Storage Length (ft) 150 150 150 150 150 150 150 150
Storage Lanes 0 0 0 0 0 0 0 0
Taper Length (ft) 25 25 25 25
Lane Util. Factor 0.95 0.95 0.95 0.95 0.95 0.95 1.00 1.00 1.00 1.00 1.00 1.00 Frt 0.964 0.994 0.993 0.900
Flt Protected 0.983 0.965 0.995
Satd. Flow (prot) 0 3354 0 0 3518 0 0 1785 0 0 1668 0
Flt Permitted 0.983 0.965 0.995
Satd. Flow (perm) 0 3354 0 0 3518 0 0 1785 0 0 1668 0
Link Speed (mph) 30 30 30 30
Link Distance (ft) 445 325 196 655
Travel Time (s) 10.1 7.4 4.5 14.9
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 Adj. Flow (vph) 85 102 58 0 250 11 74 22 5 11 16 77
Shared Lane Traffic (%)
Lane Group Flow (vph) 0 245 0 0 261 0 0 101 0 0 104 0
Enter Blocked Intersection No No No No No No No No No No No No Lane Alignment Left Left Right Left Left Right Left Left Right Left Left Right Median Width(ft) 0000
Link Offset(ft) 0000
Crosswalk Width(ft) 16 16 16 16
Two way Left Turn Lane
Headway Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Turning Speed (mph) 15 9 15 9 15 9 15 9
Sign Control Free Free Stop Stop
Intersection Summary
Area Type: Other
Control Type: Unsignalized
Intersection Capacity Utilization 35.0% ICU Level of Service A Analysis Period (min) 15
Lanes, Volumes, Timings 1005: Stars and Stripes & Avenue C - Cumulative + Project PM 05/05/2020
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Lane Group EBL EBR NBL NBT SBT SBR
Lane Configurations
Traffic Volume (vph) 95 5 5 281 397 231
Future Volume (vph) 95 5 5 281 397 231
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900
Storage Length (ft) 0 0 0 100
Storage Lanes 1 1 0 1
Taper Length (ft) 25 25
Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00
Frt 0.850 0.850
Flt Protected 0.950 0.999
Satd. Flow (prot) 1770 1583 0 1861 1863 1583
Flt Permitted 0.950 0.999
Satd. Flow (perm) 1770 1583 0 1861 1863 1583
Link Speed (mph) 30 30 30
Link Distance (ft) 325 508 308
Travel Time (s) 7.4 11.5 7.0
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 103 5 5 305 432 251
Shared Lane Traffic (%)
Lane Group Flow (vph) 103 5 0 310 432 251
Enter Blocked Intersection No No No No No No
Lane Alignment Left Right Left Left Left Right
Median Width(ft) 12 0 0
Link Offset(ft) 0 0 0
Crosswalk Width(ft) 16 16 16
Two way Left Turn Lane
Headway Factor 1.00 1.00 1.00 1.00 1.00 1.00
Turning Speed (mph) 15 9 15 9
Sign Control Stop Stop Stop
Intersection Summary
Area Type: Other
Control Type: Unsignalized
Intersection Capacity Utilization 36.0% ICU Level of Service A Analysis Period (min) 15
4' t
Lanes, Volumes, Timings 1006: Avenue C & Station Road - Cumulative + Project PM 05/05/2020
Synchro 9 Report

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Lane Group EBL EBT EBR WBL WBT WBR NBL NBT NBR SBL SBT SBR Lane Configurations
Traffic Volume (vph) 240 5 261 49 270 166 144 198 34 10 318 52 Future Volume (vph) 240 5 261 49 270 166 144 198 34 10 318 52 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Frt 0.850 0.850 0.978 0.979
Flt Protected 0.953 0.992 0.950 0.950
Satd. Flow (prot) 0 1775 1583 0 1848 1583 1770 1822 0 1770 1824 0 Flt Permitted 0.953 0.992 0.950 0.950
Satd. Flow (perm) 0 1775 1583 0 1848 1583 1770 1822 0 1770 1824 0 Right Turn on Red Yes Yes Yes Yes
Satd. Flow (RTOR) 284 180 10 9
Link Speed (mph) 30 30 30 30
Link Distance (ft) 397 715 308 405
Travel Time (s) 9.0 16.3 7.0 9.2
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 Adj. Flow (vph) 261 5 284 53 293 180 157 215 37 11 346 57 Shared Lane Traffic (%)
Lane Group Flow (vph) 0 266 284 0 346 180 157 252 0 11 403 0 Enter Blocked Intersection No No No No No No No No No No No No Lane Alignment Left Left Right Left Left Right Left Left Right Left Left Right Median Width(ft) 0 0 24 24
Link Offset(ft) 0000
Crosswalk Width(ft) 16 16 16 16
Two way Left Turn Lane
Headway Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Turning Speed (mph) 15 9 15 9 15 9 15 9
Number of Detectors 12112112 12
Detector Template Left Thru Right Left Thru Right Left Thru Left Thru Leading Detector (ft) 20 100 20 20 100 20 20 100 20 100 Trailing Detector (ft) 00000000 00
Detector 1 Position(ft) 00000000 00
Detector 1 Size(ft) 20 6 20 20 6 20 20 6 20 6
Detector 1 Type Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex Detector 1 Channel
Detector 1 Extend (s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Detector 1 Queue (s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Detector 1 Delay (s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Detector 2 Position(ft) 94 94 94 94
Detector 2 Size(ft) 6666
Detector 2 Type Cl+Ex Cl+Ex Cl+Ex Cl+Ex
Detector 2 Channel
Detector 2 Extend (s) 0.0 0.0 0.0 0.0
Turn Type Split NA Perm Split NA Perm Prot NA Prot NA
Protected Phases 4 4 8 8 5 2 1 6
Permitted Phases 4 8
Detector Phase 4 4 4 8 8 8 5 2 1 6
Switch Phase
Minimum Initial (s) 10.0 10.0 10.0 10.0 10.0 10.0 7.0 10.0 7.0 10.0 t
lt f+
Lanes, Volumes, Timings 1006: Avenue C & Station Road - Cumulative + Project PM 05/05/2020
Synchro 9 Report

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Lane Group EBL EBT EBR WBL WBT WBR NBL NBT NBR SBL SBT SBR Minimum Split (s) 23.0 23.0 23.0 23.0 23.0 23.0 12.0 23.0 12.0 23.0 Total Split (s) 23.0 23.0 23.0 24.0 24.0 24.0 14.0 31.0 12.0 29.0 Total Split (%) 25.6% 25.6% 25.6% 26.7% 26.7% 26.7% 15.6% 34.4% 13.3% 32.2% Maximum Green (s) 18.0 18.0 18.0 19.0 19.0 19.0 9.0 26.0 7.0 24.0 Yellow Time (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 All-Red Time (s) 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 Lost Time Adjust (s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Total Lost Time (s) 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0
Lead/Lag Lead Lag Lead Lag
Lead-Lag Optimize? Yes Yes Yes Yes
Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Recall Mode None None None None None None None None None None Walk Time (s) 7.0 7.0 7.0 7.0 7.0 7.0 7.0 7.0
Flash Dont Walk (s) 11.0 11.0 11.0 11.0 11.0 11.0 11.0 11.0 Pedestrian Calls (#/hr) 000000 0 0
Act Effct Green (s) 16.1 16.1 18.2 18.2 9.1 33.4 7.1 21.5 Actuated g/C Ratio 0.19 0.19 0.21 0.21 0.11 0.39 0.08 0.25 v/c Ratio 0.79 0.54 0.88 0.38 0.83 0.35 0.08 0.86
Control Delay 51.9 8.2 58.1 7.4 74.5 21.0 39.9 49.5
Queue Delay 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Total Delay 51.9 8.2 58.1 7.4 74.5 21.0 39.9 49.5

LOS DA EAEC DD
Approach Delay 29.3 40.7 41.5 49.3
Approach LOS CDDD
90th %ile Green (s) 18.0 18.0 18.0 19.0 19.0 19.0 9.0 26.0 7.0 24.0 90th %ile Term Code Max Max Max Max Max Max Max Hold Max Max 70th %ile Green (s) 18.0 18.0 18.0 19.0 19.0 19.0 9.0 38.0 0.0 24.0 70th %ile Term Code Max Max Max Max Max Max Max Hold Skip Max 50th %ile Green (s) 18.0 18.0 18.0 19.0 19.0 19.0 9.0 38.0 0.0 24.0 50th %ile Term Code Max Max Max Max Max Max Max Hold Skip Max 30th %ile Green (s) 15.8 15.8 15.8 19.0 19.0 19.0 9.0 35.2 0.0 21.2 30th %ile Term Code Gap Gap Gap Max Max Max Max Hold Skip Gap 10th %ile Green (s) 11.3 11.3 11.3 14.8 14.8 14.8 9.0 29.2 0.0 15.2 10th %ile Term Code Gap Gap Gap Gap Gap Gap Max Hold Skip Gap Stops (vph) 216 33 272 24 118 155 12 319
Fuel Used(gal) 5 1 7132 07
CO Emissions (g/hr) 317 100 492 92 222 168 13 467
NOx Emissions (g/hr) 62 19 96 18 43 33 2 91
VOC Emissions (g/hr) 74 23 114 21 52 39 3 108
Dilemma Vehicles (#) 0 0 0000 00
Queue Length 50th (ft) 143 0 192 0 90 89 6 210
Queue Length 95th (ft) #256 64 #348 52 #203 185 22 #361 Internal Link Dist (ft) 317 635 228 325
Turn Bay Length (ft)
Base Capacity (vph) 379 561 416 496 189 721 146 526
Starvation Cap Reductn 0 0 0000 00
Spillback Cap Reductn 0 0 0000 00
Storage Cap Reductn 0 0 0000 00
Reduced v/c Ratio 0.70 0.51 0.83 0.36 0.83 0.35 0.08 0.77 Lanes, Volumes, Timings 1006: Avenue C & Station Road - Cumulative + Project PM 05/05/2020
Synchro 9 Report

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Intersection Summary
Area Type: Other
Cycle Length: 90
Actuated Cycle Length: 85.1
Natural Cycle: 85
Control Type: Actuated-Uncoordinated
Maximum v/c Ratio: 0.88
Intersection Signal Delay: 39.5 Intersection LOS: D
Intersection Capacity Utilization 75.0% ICU Level of Service D Analysis Period (min) 15
90th %ile Actuated Cycle: 90
70th %ile Actuated Cycle: 90
50th %ile Actuated Cycle: 90
30th %ile Actuated Cycle: 85
10th %ile Actuated Cycle: 70.3
# 95th percentile volume exceeds capacity, queue may be longer.

Queue shown is maximum after two cycles.

Splits and Phases: 27: Avenue C & Station Road
Lanes, Volumes, Timings 1008: Avenue A & First Street - Cumulative + Project PM 05/05/2020
Synchro 9 Report

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Lane Group EBL EBT EBR WBL WBT WBR NBL NBT NBR SBL SBT SBR Lane Configurations
Traffic Volume (vph) 5 5 5 27 5 55 5 166 5 6 266 5
Future Volume (vph) 5 5 5 27 5 55 5 166 5 6 266 5
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Frt 0.955 0.914 0.996 0.998
Flt Protected 0.984 0.985 0.999 0.999
Satd. Flow (prot) 0 1750 0 0 1677 0 0 1853 0 0 1857 0
Flt Permitted 0.984 0.985 0.999 0.999
Satd. Flow (perm) 0 1750 0 0 1677 0 0 1853 0 0 1857 0
Link Speed (mph) 30 30 30 30
Link Distance (ft) 401 455 664 506
Travel Time (s) 9.1 10.3 15.1 11.5
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 Adj. Flow (vph) 5 5 5 29 5 60 5 180 5 7 289 5
Shared Lane Traffic (%)
Lane Group Flow (vph) 0 15 0 0 94 0 0 190 0 0 301 0
Enter Blocked Intersection No No No No No No No No No No No No Lane Alignment Left Left Right Left Left Right Left Left Right Left Left Right Median Width(ft) 0000
Link Offset(ft) 0000
Crosswalk Width(ft) 16 16 16 16
Two way Left Turn Lane
Headway Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Turning Speed (mph) 15 9 15 9 15 9 15 9
Sign Control Stop Stop Stop Stop
Intersection Summary
Area Type: Other
Control Type: Unsignalized
Intersection Capacity Utilization 30.2% ICU Level of Service A Analysis Period (min) 15
Lanes, Volumes, Timings
1009: Centennial Blvd & First Street - Cumulative + Project PM 05/05/2020 Synchro 9 Report

Page 16 ends

Lane Group EBL EBT EBR WBL WBT WBR NBL NBT NBR SBL SBT SBR Lane Configurations
Traffic Volume (vph) 5 5 5 49 27 27 55 5 70 5 25 5
Future Volume (vph) 5 5 5 49 27 27 55 5 70 5 25 5
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Storage Length (ft) 150 150 150 150 150 150 150 150
Storage Lanes 0 0 0 0 0 0 0 0
Taper Length (ft) 25 25 25 25
Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Frt 0.955 0.965 0.927 0.982
Flt Protected 0.984 0.977 0.979 0.993
Satd. Flow (prot) 0 1750 0 0 1756 0 0 1691 0 0 1816 0
Flt Permitted 0.984 0.977 0.979 0.993
Satd. Flow (perm) 0 1750 0 0 1756 0 0 1691 0 0 1816 0
Link Speed (mph) 30 30 30 30
Link Distance (ft) 455 467 659 498
Travel Time (s) 10.3 10.6 15.0 11.3
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 Adj. Flow (vph) 5 5 5 53 29 29 60 5 76 5 27 5
Shared Lane Traffic (%)
Lane Group Flow (vph) 0 15 0 0 111 0 0 141 0 0 37 0
Enter Blocked Intersection No No No No No No No No No No No No Lane Alignment Left Left Right Left Left Right Left Left Right Left Left Right Median Width(ft) 0000
Link Offset(ft) 0000
Crosswalk Width(ft) 16 16 16 16
Two way Left Turn Lane
Headway Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Turning Speed (mph) 15 9 15 9 15 9 15 9
Sign Control Stop Stop Stop Stop
Intersection Summary
Area Type: Other
Control Type: Unsignalized
Intersection Capacity Utilization 29.8% ICU Level of Service A Analysis Period (min) 15
Lanes, Volumes, Timings 1010: Avenue B & First Street - Cumulative + Project PM 05/05/2020
Synchro 9 Report

Page 17 ends

Lane Group EBL EBT EBR WBL WBT WBR NBL NBT NBR SBL SBT SBR Lane Configurations
Traffic Volume (vph) 70 5 5 5 22 170 5 56 5 31 34 76
Future Volume (vph) 70 5 5 5 22 170 5 56 5 31 34 76
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Storage Length (ft) 150 150 150 150 150 150 150 150
Storage Lanes 0 0 0 0 0 0 0 0
Taper Length (ft) 25 25 25 25
Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Ped Bike Factor
Frt 0.992 0.883 0.990 0.927
Flt Protected 0.958 0.999 0.996 0.989
Satd. Flow (prot) 0 1770 0 0 1643 0 0 1837 0 0 1708 0
Flt Permitted 0.958 0.999 0.996 0.989
Satd. Flow (perm) 0 1770 0 0 1643 0 0 1837 0 0 1708 0
Link Speed (mph) 30 30 30 30
Link Distance (ft) 467 166 655 272
Travel Time (s) 10.6 3.8 14.9 6.2
Confl. Peds. (#/hr) 1
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 Adj. Flow (vph) 76 5 5 5 24 185 5 61 5 34 37 83
Shared Lane Traffic (%)
Lane Group Flow (vph) 0 86 0 0 214 0 0 71 0 0 154 0
Enter Blocked Intersection No No No No No No No No No No No No Lane Alignment Left Left Right Left Left Right Left Left Right Left Left Right Median Width(ft) 0 0 12 12
Link Offset(ft) 0000
Crosswalk Width(ft) 16 16 16 16
Two way Left Turn Lane
Headway Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Turning Speed (mph) 15 9 15 9 15 9 15 9
Sign Control Stop Stop Stop Stop
Intersection Summary
Area Type: Other
Control Type: Unsignalized
Intersection Capacity Utilization 41.2% ICU Level of Service A Analysis Period (min) 15
Lanes, Volumes, Timings 1011: Avenue C & First Street - Cumulative + Project PM 05/05/2020
Synchro 9 Report

Page 24 ends

Lane Group EBL EBR NBL NBT SBT SBR
Lane Configurations
Traffic Volume (vph) 0 0 0 364 113 178
Future Volume (vph) 0 0 0 364 113 178
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900
Storage Length (ft) 0 0 100 0
Storage Lanes 1 1 1 0
Taper Length (ft) 25 25
Lane Util. Factor 1.00 1.00 1.00 0.95 0.95 0.95
Frt 0.908
Flt Protected
Satd. Flow (prot) 1863 1863 1863 3539 3214 0
Flt Permitted
Satd. Flow (perm) 1863 1863 1863 3539 3214 0
Link Speed (mph) 30 30 30
Link Distance (ft) 208 405 374
Travel Time (s) 4.7 9.2 8.5
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 0 0 0 396 123 193
Shared Lane Traffic (%)
Lane Group Flow (vph) 0 0 0 396 316 0
Enter Blocked Intersection No No No No No No
Lane Alignment Left Right Left Left Left Right
Median Width(ft) 12 12 12
Link Offset(ft) 0 0 0
Crosswalk Width(ft) 16 16 16
Two way Left Turn Lane
Headway Factor 1.00 1.00 1.00 1.00 1.00 1.00
Turning Speed (mph) 15 9 15 9
Sign Control Stop Free Free
Intersection Summary
Area Type: Other
Control Type: Unsignalized
Intersection Capacity Utilization 13.4% ICU Level of Service A Analysis Period (min) 15
llj '{' llj tt tf+
HCM Signalized Intersection Capacity Analysis 1012: Creekside Drive & Second St - Cumulative + Project PM 04/02/2020
Synchro 9 Report

Page 1 ends

Movement EBT EBR WBL WBT NWL NWR
Lane Configurations
Traffic Volume (vph) 232 82 139 592 313 108
Future Volume (vph) 232 82 139 592 313 108
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900
Total Lost time (s) 5.0 5.0 4.5 4.5
Lane Util. Factor 0.95 0.95 1.00 1.00
Frt 0.96 1.00 1.00 0.85
Flt Protected 1.00 0.99 0.95 1.00
Satd. Flow (prot) 3401 3506 1770 1583
Flt Permitted 1.00 0.79 0.95 1.00
Satd. Flow (perm) 3401 2787 1770 1583
Peak-hour factor, PHF 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 252 89 151 643 340 117
RTOR Reduction (vph) 29 0 0 0 0 87
Lane Group Flow (vph) 312 0 0 794 340 30
Turn Type NA Perm NA Perm Perm
Protected Phases 6 2
Permitted Phases 2 8 8
Actuated Green, G (s) 57.7 57.7 22.8 22.8
Effective Green, g (s) 57.7 57.7 22.8 22.8
Actuated g/C Ratio 0.64 0.64 0.25 0.25
Clearance Time (s) 5.0 5.0 4.5 4.5
Vehicle Extension (s) 3.0 3.0 3.0 3.0
Lane Grp Cap (vph) 2180 1786 448 401
v/s Ratio Prot 0.09
v/s Ratio Perm c0.28 c0.19 0.02
v/c Ratio 0.14 0.44 0.76 0.07
Uniform Delay, d1 6.4 8.1 31.1 25.6
Progression Factor 1.00 1.00 1.00 1.00
Incremental Delay, d2 0.1 0.8 7.2 0.1
Delay (s) 6.5 8.9 38.3 25.6
Level of Service A A D C
Approach Delay (s) 6.5 8.9 35.1
Approach LOS A A D
Intersection Summary
HCM 2000 Control Delay 15.9 HCM 2000 Level of Service B HCM 2000 Volume to Capacity ratio 0.53
Actuated Cycle Length (s) 90.0 Sum of lost time (s) 9.5 Intersection Capacity Utilization 58.9% ICU Level of Service B Analysis Period (min) 15
c Critical Lane Group
+ft
Lanes, Volumes, Timings
1013: Avenue A & Second Street - Cumulative + Project PM 05/05/2020 Synchro 9 Report

Page 31 ends

Lane Group EBL EBT EBR WBL WBT WBR NBL NBT NBR SBL SBT SBR Lane Configurations
Traffic Volume (vph) 0 0 0 5 0 226 0 136 5 125 93 0
Future Volume (vph) 0 0 0 5 0 226 0 136 5 125 93 0
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Storage Length (ft) 0 0 0 0 0 0 100 0
Storage Lanes 0 1 0 0 0 0 1 0
Taper Length (ft) 25 25 25 25
Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Frt 0.868 0.996
Flt Protected 0.999 0.950
Satd. Flow (prot) 0 1863 1863 0 1615 0 0 1855 0 1770 1863 0 Flt Permitted 0.999 0.950
Satd. Flow (perm) 0 1863 1863 0 1615 0 0 1855 0 1770 1863 0 Link Speed (mph) 30 30 30 30
Link Distance (ft) 616 456 506 321
Travel Time (s) 14.0 10.4 11.5 7.3
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 Adj. Flow (vph) 0 0 0 5 0 246 0 148 5 136 101 0
Shared Lane Traffic (%)
Lane Group Flow (vph) 0 0 0 0 251 0 0 153 0 136 101 0
Enter Blocked Intersection No No No No No No No No No No No No Lane Alignment Left Left Right Left Left Right Left Left Right Left Left Right Median Width(ft) 0 0 12 12
Link Offset(ft) 0000
Crosswalk Width(ft) 16 16 16 16
Two way Left Turn Lane
Headway Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Turning Speed (mph) 15 9 15 9 15 9 15 9
Sign Control Stop Stop Stop Stop
Intersection Summary
Area Type: Other
Control Type: Unsignalized
Intersection Capacity Utilization 38.7% ICU Level of Service A Analysis Period (min) 15
4 'f' +f+ ___ +f+ _ lt f+
Lanes, Volumes, Timings
1014: Centennial Blvd & Second Street - Cumulative + Project PM 05/05/2020 Synchro 9 Report

Page 25 ends

Lane Group EBL EBT EBR WBL WBT WBR NBL NBT NBR SBL SBT SBR Lane Configurations
Traffic Volume (vph) 0 105 20 5 204 0 27 05000
Future Volume (vph) 0 105 20 5 204 0 27 05000
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Storage Length (ft) 150 150 150 150 150 150 150 150
Storage Lanes 0 0 0 0 0 0 0 0
Taper Length (ft) 25 25 25 25
Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Frt 0.978 0.980
Flt Protected 0.999 0.959
Satd. Flow (prot) 0 1822 0 0 1861 0 0 1751 0 0 1863 0
Flt Permitted 0.999 0.959
Satd. Flow (perm) 0 1822 0 0 1861 0 0 1751 0 0 1863 0
Link Speed (mph) 30 30 30 30
Link Distance (ft) 456 484 498 168
Travel Time (s) 10.4 11.0 11.3 3.8
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 Adj. Flow (vph) 0 114 22 5 222 0 29 0 5 0 0 0
Shared Lane Traffic (%)
Lane Group Flow (vph) 0 136 0 0 227 0 0 34 0000
Enter Blocked Intersection No No No No No No No No No No No No Lane Alignment Left Left Right Left Left Right Left Left Right Left Left Right Median Width(ft) 0000
Link Offset(ft) 0000
Crosswalk Width(ft) 16 16 16 16
Two way Left Turn Lane
Headway Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Turning Speed (mph) 15 9 15 9 15 9 15 9
Sign Control Stop Stop Stop Stop
Intersection Summary
Area Type: Other
Control Type: Unsignalized
Intersection Capacity Utilization 24.8% ICU Level of Service A Analysis Period (min) 15
Lanes, Volumes, Timings
1015: Avenue B & Second Street - Cumulative + Project PM 05/05/2020 Synchro 9 Report

Page 32 ends

Lane Group EBL EBT EBR WBL WBT WBR NBL NBT NBR SBL SBT SBR Lane Configurations
Traffic Volume (vph) 0 120 0 138 137 143 0 32 62 75 44 0 Future Volume (vph) 0 120 0 138 137 143 0 32 62 75 44 0 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Storage Length (ft) 150 150 150 0 150 150 150 150
Storage Lanes 0 0 0 1 0 0 0 0
Taper Length (ft) 25 25 25 25
Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Ped Bike Factor
Frt 0.850 0.911
Flt Protected 0.976 0.969
Satd. Flow (prot) 0 1863 0 0 1818 1583 0 1697 0 0 1805 0 Flt Permitted 0.976 0.969
Satd. Flow (perm) 0 1863 0 0 1818 1583 0 1697 0 0 1805 0 Link Speed (mph) 30 30 30 30
Link Distance (ft) 484 1153 218 197
Travel Time (s) 11.0 26.2 5.0 4.5
Confl. Peds. (#/hr) 1
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 Adj. Flow (vph) 0 130 0 150 149 155 0 35 67 82 48 0
Shared Lane Traffic (%)
Lane Group Flow (vph) 0 130 0 0 299 155 0 102 0 0 130 0 Enter Blocked Intersection No No No No No No No No No No No No Lane Alignment Left Left Right Left Left Right Left Left Right Left Left Right Median Width(ft) 0 0 12 12
Link Offset(ft) 0000
Crosswalk Width(ft) 16 16 16 16
Two way Left Turn Lane
Headway Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Turning Speed (mph) 15 9 15 9 15 9 15 9
Sign Control Stop Stop Stop Stop
Intersection Summary
Area Type: Other
Control Type: Unsignalized
Intersection Capacity Utilization 41.3% ICU Level of Service A Analysis Period (min) 15
4+ --- ., 4+ --- 4+
Lanes, Volumes, Timings
1017: Avenue A & City Place Pkwy - Cumulative + Project PM 05/05/2020 Synchro 9 Report

Page 57 ends

Lane Group EBT EBR WBL WBT NBL NBR
Lane Configurations
Traffic Volume (vph) 398 101 28 942 48 142
Future Volume (vph) 398 101 28 942 48 142
Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900
Storage Length (ft) 0 200 50 0
Storage Lanes 0 1 1 1
Taper Length (ft) 25 25
Lane Util. Factor 0.95 0.95 1.00 0.95 1.00 1.00
Frt 0.970 0.850
Flt Protected 0.950 0.950
Satd. Flow (prot) 3433 0 1770 3539 1770 1583
Flt Permitted 0.950 0.950
Satd. Flow (perm) 3433 0 1770 3539 1770 1583
Right Turn on Red Yes Yes
Satd. Flow (RTOR) 57 154
Link Speed (mph) 30 30 30
Link Distance (ft) 897 950 276
Travel Time (s) 20.4 21.6 6.3
Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92
Adj. Flow (vph) 433 110 30 1024 52 154
Shared Lane Traffic (%)
Lane Group Flow (vph) 543 0 30 1024 52 154
Enter Blocked Intersection No No No No No No
Lane Alignment Left Right Left Left Left Right
Median Width(ft) 12 12 12
Link Offset(ft) 0 0 0
Crosswalk Width(ft) 16 16 16
Two way Left Turn Lane
Headway Factor 1.00 1.00 1.00 1.00 1.00 1.00
Turning Speed (mph) 9 15 15 9
Number of Detectors 2 1211
Detector Template Thru Left Thru Left Right
Leading Detector (ft) 100 20 100 20 20
Trailing Detector (ft) 0 0000
Detector 1 Position(ft) 0 0000
Detector 1 Size(ft) 6 20 6 20 20
Detector 1 Type Cl+Ex Cl+Ex Cl+Ex Cl+Ex Cl+Ex
Detector 1 Channel
Detector 1 Extend (s) 0.0 0.0 0.0 0.0 0.0
Detector 1 Queue (s) 0.0 0.0 0.0 0.0 0.0
Detector 1 Delay (s) 0.0 0.0 0.0 0.0 0.0
Detector 2 Position(ft) 94 94
Detector 2 Size(ft) 6 6
Detector 2 Type Cl+Ex Cl+Ex
Detector 2 Channel
Detector 2 Extend (s) 0.0 0.0
Turn Type NA Prot NA Prot Perm
Protected Phases 6 5 2 8
Permitted Phases 8
Lanes, Volumes, Timings
1017: Avenue A & City Place Pkwy - Cumulative + Project PM 05/05/2020 Synchro 9 Report

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Lane Group EBT EBR WBL WBT NBL NBR
Detector Phase 6 5 2 8 8
Switch Phase
Minimum Initial (s) 10.0 7.0 7.0 7.0 7.0
Minimum Split (s) 22.5 11.5 22.5 22.5 22.5
Total Split (s) 25.0 12.0 37.0 23.0 23.0
Total Split (%) 41.7% 20.0% 61.7% 38.3% 38.3%
Maximum Green (s) 20.5 7.5 32.5 18.5 18.5
Yellow Time (s) 3.5 3.5 3.5 3.5 3.5
All-Red Time (s) 1.0 1.0 1.0 1.0 1.0
Lost Time Adjust (s) 0.0 0.0 0.0 0.0 0.0
Total Lost Time (s) 4.5 4.5 4.5 4.5 4.5
Lead/Lag Lag Lead
Lead-Lag Optimize? Yes Yes
Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0
Recall Mode C-Min None C-Min None None
Walk Time (s) 7.0 7.0 7.0 7.0
Flash Dont Walk (s) 11.0 11.0 11.0 11.0
Pedestrian Calls (#/hr) 0 0 0 0
Act Effct Green (s) 41.4 7.3 46.3 7.9 7.9
Actuated g/C Ratio 0.69 0.12 0.77 0.13 0.13
v/c Ratio 0.23 0.14 0.38 0.22 0.45
Control Delay 1.8 25.0 3.6 25.2 9.3
Queue Delay 0.0 0.0 0.0 0.0 0.0
Total Delay 1.8 25.0 3.6 25.2 9.3

LOS A CACA
Approach Delay 1.8 4.2 13.3
Approach LOS A A B
90th %ile Green (s) 27.9 8.2 40.6 10.4 10.4
90th %ile Term Code Coord Gap Coord Gap Gap
70th %ile Green (s) 31.3 7.1 42.9 8.1 8.1
70th %ile Term Code Coord Gap Coord Gap Gap
50th %ile Green (s) 43.9 0.0 43.9 7.1 7.1
50th %ile Term Code Coord Skip Coord Gap Gap
30th %ile Green (s) 44.0 0.0 44.0 7.0 7.0
30th %ile Term Code Coord Skip Coord Min Min
10th %ile Green (s) 55.5 0.0 55.5 0.0 0.0
10th %ile Term Code Coord Skip Coord Skip Skip
Stops (vph) 65 27 290 44 29
Fuel Used(gal) 4 0911
CO Emissions (g/hr) 282 35 648 41 51
NOx Emissions (g/hr) 55 7 126 8 10
VOC Emissions (g/hr) 65 8 150 10 12
Dilemma Vehicles (#) 0 0000
Queue Length 50th (ft) 3 10 53 18 0
Queue Length 95th (ft) 35 30 99 43 42
Internal Link Dist (ft) 817 870 196
Turn Bay Length (ft) 200 50
Base Capacity (vph) 2387 225 2729 545 594
Starvation Cap Reductn 0 0000
Lanes, Volumes, Timings
1017: Avenue A & City Place Pkwy - Cumulative + Project PM 05/05/2020 Synchro 9 Report

Page 59 ends

Lane Group EBT EBR WBL WBT NBL NBR
Spillback Cap Reductn 0 0000
Storage Cap Reductn 0 0000
Reduced v/c Ratio 0.23 0.13 0.38 0.10 0.26
Intersection Summary
Area Type: Other
Cycle Length: 60
Actuated Cycle Length: 60
Offset: 0 (0%), Referenced to phase 2:WBT and 6:EBT, Start of Green Natural Cycle: 60
Control Type: Actuated-Coordinated
Maximum v/c Ratio: 0.45
Intersection Signal Delay: 4.5 Intersection LOS: A
Intersection Capacity Utilization 39.4% ICU Level of Service A Analysis Period (min) 15
Splits and Phases: 1036: Avenue A & City Place Pkwy
li=-.:-:-=--~- ::- (R_) ---J-25-s-.,0-6-(R)-----------'-----i ~• ] ID Intersection Northbound Southbound Eastbound Westbound Left Thru Right Left Thru Right Left Thru Right Left Thru Right 11 Centennial Blvd &
Tasman Dr (Signalized)
AM
Volume 10 5 10 176 5 38 44 1326 10 10 3019 152
95th Percentile Queue
in ft (Synchro results) 49 158 162 77 46 534 33 2449 64 PM
Volume 10 5 10 482 5 75 103 2941 10 10 2565 36
95th Percentile Queue
in ft (Synchro results) 49 418 430 47 101 2420 34 2017 35 61 Great America
Parkway & City Place
Parkway (Signalized)
AM
Volume 0 1431 277 811 2240 10 10 0 10 43 1 297
95th Percentile Queue
in ft (Synchro results) 62 277 28 26 28 45
PM
Volume 2410 144 354 1741 10 10 0 10 493 496
95th Percentile Queue
in ft (Synchro results) 19 197 28 371 134
1002 Avenue A & Stars &
Stripes (AWSC)
AM
Volume 68 10 8 20 20 20 10 72 168 92 151 10
95th Percentile Queue
in ft (Synchro results) 25 25 25 0 0 25 0 0
PM
Volume 117 10 160 20 20 20 10 184 22 22 48 10
95th Percentile Queue
in ft (Synchro results) 55 25 25 0 0 25 0 0
1003
Centennial Blvd &
Stars and Stripes
(Signalized)
AM
Volume 132 10 64 25 25 25 10 65 15 199 112 10
95th Percentile Queue
in ft (Synchro results) 125 65 72 22 84 176 100
PM
Volume 26 10 113 25 25 25 10 113 231 326 44 10
95th Percentile Queue
in ft (Synchro results) 52 4 72 22 322 258 37
1004 Avenue B & Stars &
Stripes (AWSC)
AM
Volume 47 13 5 10 29 63 15 20 109 0 201 10
95th Percentile Queue
in ft (Synchro results) 25 25 25 - 0 25 - 0
PM
Volume 68 20 5 10 15 71 78 94 53 0 230 10
95th Percentile Queue
in ft (Synchro results) 25 25 25 - 0 25 - 0
PHASES 1 & 2 INTERNAL STREET AND INTERSECTION ANALYSIS FOR CUMULATIVE+FULL BUILD AM AND PM PEAK CONDITIONS Traffic volumes represent Cumulative + Full Build traffic conditions. The development program for Full Build has been updated. Therefore, traffic volumes for Cumulative + Full Build differ from EIR.
r I r I I I • I ~
I +
I ~
I +
~
•
I I
I I

I I I -
I I I
I
I

I I I I
I
PHASES 1 & 2 INTERNAL STREET AND INTERSECTION ANALYSIS FOR CUMULATIVE+FULL BUILD AM AND PM PEAK CONDITIONS Traffic volumes represent Cumulative + Full Build traffic conditions. The development program for Full Build has been updated. Therefore, traffic volumes for Cumulative + Full Build differ from EIR.

ID Intersection
Northbound Southbound Eastbound Westbound
Left Thru Right Left Thru Right Left Thru Right Left Thru Right 1005 Avenue C & Stars &
Stripes (AWSC)
AM
Volume 5 214 - - 97 202 15 - 5 - - -
95th Percentile Queue
in ft (Synchro results) 33 - - 25 25 25 - 25 - - -
PM
Volume 5 281 - - 397 231 95 - 5 - - -
95th Percentile Queue
in ft (Synchro results) 63 - - 110 33 25 - 25 - - -
1006 Avenue C & Station
Road (Signalized)
AM
Volume 152 60 9 8 210 100 130 5 80 23 128 73
95th Percentile Queue
in ft (Synchro results) 178 59 20 283 130 10 142 5
PM
Volume 144 198 34 10 318 52 240 5 261 49 270 166
95th Percentile Queue
in ft (Synchro results) 203 185 22 361 256 64 348 52
1008 Avenue A & First
Street (AWSC)
AM
Volume 5 118 5 5 139 5 5 5 5 26 25 24
95th Percentile Queue
in ft (Synchro results) - ----------
PM
Volume 5 166 5 6 266 5 5 5 5 27 5 55
95th Percentile Queue
in ft (Synchro results) - ---------- --
-
-
- -
--
I I
-
--
-
--
-
PHASES 1 & 2 INTERNAL STREET AND INTERSECTION ANALYSIS FOR CUMULATIVE+FULL BUILD AM AND PM PEAK CONDITIONS Traffic volumes represent Cumulative + Full Build traffic conditions. The development program for Full Build has been updated. Therefore, traffic volumes for Cumulative + Full Build differ from EIR.

ID Intersection
Northbound Southbound Eastbound Westbound
Left Thru Right Left Thru Right Left Thru Right Left Thru Right 1009
First Street &
Centennial Boulevard
(AWSC)
AM
Volume 24 5 22 5 38 5 5 5 5 52 26 23
95th Percentile Queue
in ft (Synchro results) - ----------
PM
Volume 55 5 70 5 25 5 5 5 5 49 27 27
95th Percentile Queue
in ft (Synchro results) - ----------
1010 Avenue B & First
Street (AWSC)
AM
Volume 0 24 0 79 52 13 22 0 0 0 18 104
95th Percentile Queue
in ft (Synchro results) ---- ----
PM
Volume 5 56 5 31 34 76 70 5 5 5 22 170
95th Percentile Queue
in ft (Synchro results) ---- ----
1011 Avenue C & First
Street (AWSC)
AM
Volume 0 112 0 0 134 225 0 0 0 0 0 0
95th Percentile Queue
in ft (Synchro results) - ----------
PM
Volume 0 176 0 0 113 178 0 0 0 0 0 0
95th Percentile Queue
in ft (Synchro results) - ---------- --
-
-
-
- -
--
I I
- -
--
-
--
-
ID Intersection Northbound Southbound Eastbound Westbound Left Thru Right Left Thru Right Left Thru Right Left Thru Right 1013 Avenue A & Second
Street (AWSC)
AM
Volume 0 42 5 108 184 0 0 0 0 5 0 185
95th Percentile Queue
in ft (Synchro results) - ---- - ---
PM
Volume 0 136 5 125 93 0 0 0 0 5 0 226
95th Percentile Queue
in ft (Synchro results) - ---- - ---
1014
Second Street &
Centennial Boulevard
(AWSC)
AM
Volume 23 0 5 0 0 0 0 75 38 5 166 0
95th Percentile Queue
in ft (Synchro results) -- - ----
PM
Volume 27 0 5 0 0 0 0 105 20 5 204 0
95th Percentile Queue
in ft (Synchro results) -- - ----
1015 Avenue B & Second
Street (AWSC)
AM
Volume 0 47 83 163 38 0 0 71 0 72 102 40
95th Percentile Queue
in ft (Synchro results) -- - ----
PM
Volume 0 32 62 75 44 0 0 120 0 138 137 143
95th Percentile Queue
in ft (Synchro results) -- - ----
1017 Avenue A & City Place
Parkway (Signalized)
AM
Volume 73 - 8 - - 889 199 119 267
95th Percentile Queue
in ft (Synchro results) 58 - 10 - - 82
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Appendix D
Site Plan

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Note: Roadways not
constructed in Phases 1 and 2
are shown. Refer to Figure 1.1
for roadways constructed in
Phases 1 and 2.
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Attachment C
Getting Trip Generation Right:

Eliminating the Bias Against
Mixed Use Development, 2013

GETTING TRIP GENERATION RIGHT
Eliminating the Bias Against Mixed Use Development
By Jerry Walters, Brian Bochner, and Reid Ewing
American Planning Association
Making Great Communities Happen
Originally published as a PAS Memo by the American Planning Association (APA) in May 2013. PAS Memo is a bimonthly online publication of APA’s Planning Advisory Service, a subscription service providing its members with the latest planning resources and customized research assistance. Learn more at www.planning.org/pas/about/.

Photos in document courtesy of Fehr & Peers.

Introduction 4
The Problem with Conventional
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Daily
Total In Out Total In Out Total
(820) - Shopping Center (Adj Streets, 7-9A, 4-6P) 1000 sq ft leasable area 820 426.4 17,430 230 150 380 760 820 1,580 (220) - Apartment (Adj Streets, 7-9A, 4-6P) Dwelling Units 220 700 4,370 70 280 350 260 140 400 (310) - Hotel (Adj Streets, 7-9A, 4-6P) Rooms 310 700 5,890 220 150 370 210 210 420 (930) - Fast Casual Restaurant (Adj Streets, 7-9A, 4-6P) 1000 Sq. Ft. FLA 930 45.6 14,370 60 30 350 90 290 640 (931) - Quality Restaurant (Adj Streets, 7-9A, 4-6P) 1000 sq ft gross floor area 931 23.4 2,110 10 10 120 20 180 60 (932) - High-Turnover Restaurant (Adj Streets, 7-9A, 4-6P) 1000 sq ft gross floor area 932 110.6 14,060 540 660 1,200 440 650 1,090 (445) - Multiplex Movie Theater (Adj Streets, 7-9A, 4-6P) Movie Screens 445 7 1,230 - - - 40 60 100 59,460 1,160 1,250 2,390 2,410 2,020 4,410
(12,410) (370) (400) (890) (770) (740) (1,630)
47,050 790 850 1,640 1,500 1,280 2,780
(Local Rates) Office 1000 sq ft gross floor area N/A 875 9,550 890 110 1,000 780 190 970 9,550 890 110 1,000 780 190 970
56,600 1,740 900 2,640 1,690 2,060 3,750
(2,830) (40) (90) (130) (80) (110) (190)
53,770 1,650 860 2,510 1,610 1,950 3,560
78,180 2,960 1,310 4,270 2,650 3,420 6,070
(24,410) (1,310) (1,760) (450) (1,040) (1,470) (2,510)
Notes: Trip Generation Estimates using updated inputs and the same mixed use equations used in the City Place Santa Clara Environmental Impact Report (2016) and updated built environment inputs.

Built environment inputs and trip generation equations documents in separate tables.

These trip generation estimates do not account for transportation network company activity or other emerging trends like autonomous vehicles.

Source: Fehr & Peers, 2020.

Subtotal Net New Trips [B]
Phases 1 & 2 Trip Generation Summary
Land Use Units ITE Code Quantity AM Peak Hour PM Peak Hour Retail, Residential, Hotel, and Resturant Uses Trip Generation Subtotal
Mixed-Use Reductions
Subtotal Net New Trips [A]
Office Use Trip Generation
Difference (Results Less than FEIR Estimate) [E + F = G] Total Project Trip Generation
Project Trips Subtotal [A + B = C]
Public Transit Reduction [5%*C = D]
Total Project Trips [C+D = E]
Comparison
FEIR Trip Generation Estimate for Parcel 5 Phase 1 and Parcel 4 Phases 2 & 3 [F] I I
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Attachment D
Transportation Tables

Table 1: Recent Counts
Left Thru Right Total Left Thru Right Total Left Thru Right Total Left Thru Right Total Patrick Henry Drive Tasman Drive 38 28 2 68 4 19 46 69 91 195 105 391 14 751 42 807 1335 Old Ironsides Drive Tasman Drive 12 6 8 26 11 11 11 33 23 167 12 202 11 885 100 996 1257 Great America Parkway Tasman Drive
Great America Parkway Tasman Drive 326 594 160 1080 56 542 47 645 27 137 33 197 335 615 147 1097 3019 Calle Del Sol Tasman Drive 0 0 0 0 99 0 124 223 34 255 0 289 0 1137 225 1362 1874 Lick Mill Boulevard Tasman Drive 287 28 335 650 3 16 7 26 21 311 66 398 132 943 22 1097 2171 Great America Parkway Great America Way 36 347 63 446 192 1054 68 1314 2 3 9 14 175 57 194 426 2200 Great America Parkway Old Mountain View-Alviso Rd 36 347 63 446 192 1054 68 1314 2 3 9 14 175 57 194 426 2200 Great America Parkway Bunker Hill Lane 112 562 169 843 107 576 135 818 14 7 17 38 33 11 40 84 1783 Great America Parkway Old Glory Lane 22 1127 2 1151 22 835 16 873 0 0 5 5 2 0 2 4 2033 Great America Parkway Mission College Boulevard
Great America Parkway Mission College Boulevard 470 1152 353 1975 142 678 120 940 119 89 103 311 468 271 300 1039 4265 Great America Parkway US 101 NB Ramps 0 1702 104 1806 0 1083 0 1083 0 0 0 0 406 0 902 1308 4197 Table 2A: Counted Volumes used in the City Place Santa Clara EIR Left Thru Right Total Left Thru Right Total Left Thru Right Total Left Thru Right Total Patrick Henry Drive Tasman Drive 61 70 3 134 3 10 10 23 0 371 151 522 0 306 23 329 1008 Old Ironsides Drive Tasman Drive 11 22 5 38 16 13 11 40 84 278 22 384 29 322 97 448 910 Great America Parkway Tasman Drive 231 842 373 1446 82 584 59 725 104 246 63 413 370 561 268 1199 3783 Great America Parkway Tasman Drive 231 842 373 1446 82 584 59 725 104 246 63 413 370 561 268 1199 3783 Calle Del Sol Tasman Drive 0 0 0 0 122 0 131 253 40 244 0 284 0 844 165 1009 1546 Lick Mill Boulevard Tasman Drive 295 37 369 701 2 3 2 7 19 512 61 592 96 693 23 812 2112 Great America Parkway Great America Way 41 442 37 520 169 1294 40 1503 3 4 0 7 100 9 147 256 2286 Great America Parkway Old Mountain View-Alviso Rd 216 381 67 664 22 914 455 1391 90 8 22 120 11 2 4 17 2192 Great America Parkway Bunker Hill Lane 187 628 345 1160 163 601 177 941 14 13 22 49 62 5 18 85 2235 Great America Parkway Old Glory Lane 45 1051 5 1101 14 866 18 898 3 0 5 8 3 0 7 10 2017 Great America Parkway Mission College Boulevard 347 1316 234 1897 198 545 87 830 59 92 16 167 435 196 341 972 3866 Great America Parkway Mission College Boulevard 347 1316 234 1897 198 545 87 830 59 92 16 167 435 196 341 972 3866 Great America Parkway US 101 NB Ramps 0 1878 172 2050 0 772 275 1047 0 0 0 0 335 0 967 1302 4399 Table 2B: Difference between Recent Counts and Counted Volumes used in the City Place Santa Clara EIR Left Thru Right Total Left Thru Right Total Left Thru Right Total Left Thru Right Total Patrick Henry Drive Tasman Drive 23 42 1 66 -1 -9 -36 -46 -91 176 46 131 -14 -445 -19 -478 -327 Old Ironsides Drive Tasman Drive -1 16 -3 12 5 2 0 7 61 111 10 182 18 -563 -3 -548 -347 Great America Parkway Tasman Drive
Great America Parkway Tasman Drive -95 248 213 366 26 42 12 80 77 109 30 216 35 -54 121 102 764 Calle Del Sol Tasman Drive 0 0 0 0 23 0 7 30 6 -11 0 -5 0 -293 -60 -353 -328 Lick Mill Boulevard Tasman Drive 8 9 34 51 -1 -13 -5 -19 -2 201 -5 194 -36 -250 1 -285 -59 Great America Parkway Great America Way 5 95 -26 74 -23 240 -28 189 1 1 -9 -7 -75 -48 -47 -170 86 Great America Parkway Old Mountain View-Alviso Rd 180 34 4 218 -170 -140 387 77 88 5 13 106 -164 -55 -190 -409 -8 Great America Parkway Bunker Hill Lane 75 66 176 317 56 25 42 123 0 6 5 11 29 -6 -22 1 452 Great America Parkway Old Glory Lane 23 -76 3 -50 -8 31 2 25 3 0 0 3 1 0 5 6 -16 Great America Parkway Mission College Boulevard
Great America Parkway Mission College Boulevard -123 164 -119 -78 56 -133 -33 -110 -60 3 -87 -144 -33 -75 41 -67 -399 Great America Parkway US 101 NB Ramps 0 176 68 244 0 -311 275 -36 0 0 0 0 -71 0 65 -6 202 Note: Difference is calculated as Recent Counts (from Table 1) - Counted Volumes from the City Place Santa Clara EIR (from Table 2A). A negative value indicates the City Place counts are less than recent counts.

Table 2C: Percent Difference between Recent Counts and Counted Volumes used in the City Place Santa Clara EIR (Only showing for turn movements greater than 150 vehicles) Left Thru Right Total Left Thru Right Total Left Thru Right Total Left Thru Right Total Patrick Henry Drive Tasman Drive 47% 30% 25% -145% -145% -32% Old Ironsides Drive Tasman Drive 40% 47% -175% -122% -38% Great America Parkway Tasman Drive
Great America Parkway Tasman Drive -41% 29% 57% 25% 7% 11% 44% 52% 9% -10% 45% 9% 20% Calle Del Sol Tasman Drive 12% -5% -2% -35% -36% -35% -21% Lick Mill Boulevard Tasman Drive 3% 9% 7% 39% 33% -36% -35% -3% Great America Parkway Great America Way 21% 14% -14% 19% 13% -66% 4% Great America Parkway Old Mountain View-Alviso Rd 83% 9% 33% -15% 85% 6% 0% Great America Parkway Bunker Hill Lane 40% 11% 51% 27% 34% 4% 24% 13% 20% Great America Parkway Old Glory Lane -7% -5% 4% 3% -1%
Great America Parkway Mission College Boulevard
Great America Parkway Mission College Boulevard -35% 12% -51% -4% 28% -24% -13% -86% -8% -38% 12% -7% -10% Great America Parkway US 101 NB Ramps 9% 40% 12% -40% 100% -3% -21% 7% 0% 5% Note: Percent Difference is calculated as Difference between Recent Counts and Counted Volumes from the City Place Santa Clara EIR (from Table 2B) divided by Counted Volume in City Place EIR (from Table 2A).

Grand
Total North/South East/West Westbound
AM Peak Hour
Northbound Southbound Eastbound
North/South East/West Westbound
AM Peak Hour Grand
Total
North/South East/West
AM Peak Hour Grand
Total Northbound Southbound Eastbound Westbound
Northbound Southbound Eastbound
North/South East/West
AM Peak Hour Grand
Total Northbound Southbound Eastbound Westbound
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Table 3A: 2020 Volumes used in the City Place Santa Clara EIR Left Thru Right Total Left Thru Right Total Left Thru Right Total Left Thru Right Total Patrick Henry Drive Tasman Drive 170 70 10 250 10 10 10 30 0 850 370 1220 30 640 30 700 2200 Old Ironsides Drive Tasman Drive 20 30 10 60 30 20 20 70 90 610 180 880 390 680 120 1190 2200 Great America Parkway Tasman Drive 250 1300 480 2030 100 1070 220 1390 120 360 290 770 520 1100 350 1970 6160 Great America Parkway Tasman Drive 250 1300 480 2030 100 1070 220 1390 120 360 290 770 520 1100 350 1970 6160 Calle Del Sol Tasman Drive 0 0 0 0 130 0 140 270 50 470 0 520 0 1620 240 1860 2650 Lick Mill Boulevard Tasman Drive 340 40 370 750 10 10 10 30 20 730 70 820 140 1510 30 1680 3280 Great America Parkway Great America Way 220 580 160 960 300 1960 220 2480 30 10 30 70 150 10 200 360 3870 Great America Parkway Old Mountain View-Alviso Rd 250 810 150 1210 100 1580 460 2140 90 10 30 130 30 10 20 60 3540 Great America Parkway Bunker Hill Lane 200 1170 350 1720 170 1350 180 1700 20 20 30 70 70 10 20 100 3590 Great America Parkway Old Glory Lane 450 1540 10 2000 20 1600 110 1730 130 0 160 290 10 0 10 20 4040 Great America Parkway Mission College Boulevard 570 2010 270 2850 220 1200 190 1610 60 100 30 190 530 200 680 1410 6060 Great America Parkway Mission College Boulevard 570 2010 270 2850 220 1200 190 1610 60 100 30 190 530 200 680 1410 6060 Great America Parkway US 101 NB Ramps 0 2470 290 2760 0 1460 350 1810 0 0 0 0 820 0 1310 2130 6700 Table 3B: Difference between 2020 Volumes and Counted Volumes used in the City Place Santa Clara EIR Left Thru Right Total Left Thru Right Total Left Thru Right Total Left Thru Right Total Patrick Henry Drive Tasman Drive 132 42 8 182 6 -9 -36 -39 -91 655 265 829 16 -111 -12 -107 865 Old Ironsides Drive Tasman Drive 8 24 2 34 19 9 9 37 67 443 168 678 379 -205 20 194 943 Great America Parkway Tasman Drive
Great America Parkway Tasman Drive -76 706 320 950 44 528 173 745 93 223 257 573 185 485 203 873 3141 Calle Del Sol Tasman Drive 0 0 0 0 31 0 16 47 16 215 0 231 0 483 15 498 776 Lick Mill Boulevard Tasman Drive 53 12 35 100 7 -6 3 4 -1 419 4 422 8 567 8 583 1109 Great America Parkway Great America Way 184 233 97 514 108 906 152 1166 28 7 21 56 -25 -47 6 -66 1670 Great America Parkway Old Mountain View-Alviso Rd 214 463 87 764 -92 526 392 826 88 7 21 116 -145 -47 -174 -366 1340 Great America Parkway Bunker Hill Lane 88 608 181 877 63 774 45 882 6 13 13 32 37 -1 -20 16 1807 Great America Parkway Old Glory Lane 428 413 8 849 -2 765 94 857 130 0 155 285 8 0 8 16 2007 Great America Parkway Mission College Boulevard
Great America Parkway Mission College Boulevard 100 858 -83 875 78 522 70 670 -59 11 -73 -121 62 -71 380 371 1795 Great America Parkway US 101 NB Ramps 0 768 186 954 0 377 350 727 0 0 0 0 414 0 408 822 2503 Note: Difference is calculated as 2020 Volumes (from Table 3A) - Counted Volumes from the City Place Santa Clara EIR (from Table 2A). A negative value indicates the City Place counts are less than recent counts.

Table 3C: Percent Difference between 2020 Volumes and Counted Volumes used in the City Place Santa Clara EIR (Only showing for turn movements greater than 150 vehicles) Left Thru Right Total Left Thru Right Total Left Thru Right Total Left Thru Right Total Patrick Henry Drive Tasman Drive 78% 73% 77% 72% 68% -17% -15% 39% Old Ironsides Drive Tasman Drive 73% 93% 77% 97% -30% 16% 43% Great America Parkway Tasman Drive
Great America Parkway Tasman Drive -30% 54% 67% 47% 49% 79% 54% 62% 89% 74% 36% 44% 58% 44% 51% Calle Del Sol Tasman Drive 17% 46% 44% 30% 6% 27% 29%
Lick Mill Boulevard Tasman Drive 16% 9% 13% 57% 51% 38% 35% 34% Great America Parkway Great America Way 84% 40% 61% 54% 36% 46% 69% 47% 3% -18% 43% Great America Parkway Old Mountain View-Alviso Rd 86% 57% 63% 33% 85% 39% 38% Great America Parkway Bunker Hill Lane 44% 52% 52% 51% 37% 57% 25% 52% 50% Great America Parkway Old Glory Lane 95% 27% 42% 48% 50% 97% 98% 50% Great America Parkway Mission College Boulevard
Great America Parkway Mission College Boulevard 18% 43% -31% 31% 35% 44% 37% 42% -64% 12% -36% 56% 26% 30% Great America Parkway US 101 NB Ramps 31% 64% 35% 26% 100% 40% 50% 31% 39% 37% Note: Percent Difference is calculated as Difference between 2020 Volumes and Counted Volumes from the City Place Santa Clara EIR (from Table 3B) divided by Counted Volume in City Place EIR (from Table 2A).

North/South East/West
AM Peak Hour Grand
Total
North/South East/West
AM Peak Hour Grand
Total
North/South East/West Northbound Southbound Eastbound Westbound AM Peak Hour Grand
Total
Northbound Southbound Eastbound Westbound
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Table 4: Recent Counts
Left Thru Right Total Left Thru Right Total Left Thru Right Total Left Thru Right Total Patrick Henry Drive Tasman Drive 58 28 11 97 14 76 197 287 99 740 332 1171 32 374 17 423 1978 Old Ironsides Drive Tasman Drive 11 18 36 65 39 94 25 158 20 682 24 726 11 314 9 334 1283 Great America Parkway Tasman Drive 84 618 536 1238 377 924 50 1351 27 635 52 714 270 223 57 550 3853 Great America Parkway Tasman Drive
Calle Del Sol Tasman Drive 0 0 0 0 166 0 67 233 90 1146 0 1236 0 427 170 597 2066 Lick Mill Boulevard Tasman Drive 62 4 243 309 29 24 15 68 4 1088 388 1480 237 567 6 810 2667 Great America Parkway Great America Way 21 1010 460 1491 99 554 7 660 60 82 23 165 76 9 169 254 2570 Great America Parkway Old Mountain View-Alviso Rd 21 1010 460 1491 99 554 7 660 60 82 23 165 76 9 169 254 2570 Great America Parkway Bunker Hill Lane 22 651 40 713 32 759 30 821 236 19 235 490 174 21 71 266 2290 Great America Parkway Old Glory Lane 13 1171 0 1184 8 1224 4 1236 45 0 101 146 2 0 2 4 2570 Great America Parkway Mission College Boulevard 271 1002 377 1650 368 1625 142 2135 170 459 100 729 445 125 146 716 5230 Great America Parkway Mission College Boulevard
Great America Parkway US 101 NB Ramps
Table 5A: Counted Volumes used in the City Place Santa Clara EIR Left Thru Right Total Left Thru Right Total Left Thru Right Total Left Thru Right Total Patrick Henry Drive Tasman Drive 61 18 12 91 20 40 104 164 0 718 137 855 1 447 16 464 1574 Old Ironsides Drive Tasman Drive 20 16 29 65 71 71 32 174 18 730 12 760 40 388 13 441 1440 Great America Parkway Tasman Drive 104 543 458 1105 333 919 70 1322 61 701 137 899 460 369 116 945 4271 Great America Parkway Tasman Drive 104 543 458 1105 333 919 70 1322 61 701 137 899 460 369 116 945 4271 Calle Del Sol Tasman Drive 0 0 0 0 262 0 67 329 131 1103 0 1234 0 550 229 779 2342 Lick Mill Boulevard Tasman Drive 71 1 181 253 20 41 8 69 6 1074 468 1548 287 841 24 1152 3022 Great America Parkway Great America Way 16 977 225 1218 182 670 7 859 32 20 7 59 55 3 120 178 2314 Great America Parkway Old Mountain View-Alviso Rd 69 774 13 856 25 667 100 792 428 13 169 610 62 5 6 73 2331 Great America Parkway Bunker Hill Lane 48 551 43 642 43 812 30 885 132 11 203 346 302 22 103 427 2300 Great America Parkway Old Glory Lane 24 1010 4 1038 15 1248 3 1266 19 0 102 121 2 0 9 11 2436 Great America Parkway Mission College Boulevard 585 763 396 1744 344 1633 132 2109 183 273 269 725 919 265 178 1362 5940 Great America Parkway Mission College Boulevard 585 763 396 1744 344 1633 132 2109 183 273 269 725 919 265 178 1362 5940 Great America Parkway US 101 NB Ramps 0 1048 189 1237 0 2220 739 2959 0 0 0 0 381 0 670 1051 5247 Table 5B: Difference between Recent Counts and Counted Volumes used in the City Place Santa Clara EIR Left Thru Right Total Left Thru Right Total Left Thru Right Total Left Thru Right Total Patrick Henry Drive Tasman Drive 3 -10 1 -6 6 -36 -93 -123 -99 -22 -195 -316 -31 73 -1 41 -404 Old Ironsides Drive Tasman Drive 9 -2 -7 0 32 -23 7 16 -2 48 -12 34 29 74 4 107 157 Great America Parkway Tasman Drive 20 -75 -78 -133 -44 -5 20 -29 34 66 85 185 190 146 59 395 418 Great America Parkway Tasman Drive
Calle Del Sol Tasman Drive 0 0 0 0 96 0 0 96 41 -43 0 -2 0 123 59 182 276 Lick Mill Boulevard Tasman Drive 9 -3 -62 -56 -9 17 -7 1 2 -14 80 68 50 274 18 342 355 Great America Parkway Great America Way -5 -33 -235 -273 83 116 0 199 -28 -62 -16 -106 -21 -6 -49 -76 -256 Great America Parkway Old Mountain View-Alviso Rd 48 -236 -447 -635 -74 113 93 132 368 -69 146 445 -14 -4 -163 -181 -239 Great America Parkway Bunker Hill Lane 26 -100 3 -71 11 53 0 64 -104 -8 -32 -144 128 1 32 161 10 Great America Parkway Old Glory Lane 11 -161 4 -146 7 24 -1 30 -26 0 1 -25 0 0 7 7 -134 Great America Parkway Mission College Boulevard 314 -239 19 94 -24 8 -10 -26 13 -186 169 -4 474 140 32 646 710 Great America Parkway Mission College Boulevard
Great America Parkway US 101 NB Ramps
Note: Difference is calculated as Recent Counts (from Table 4) - Counted Volumes from the City Place Santa Clara EIR (from Table 5A). A negative value indicates the City Place counts are less than recent counts.

Table 5C: Percent Difference between Recent Counts and Counted Volumes used in the City Place Santa Clara EIR (Only showing for turn movements greater than 150 vehicles) Left Thru Right Total Left Thru Right Total Left Thru Right Total Left Thru Right Total Patrick Henry Drive Tasman Drive -75% -3% -37% 16% 9% -26% Old Ironsides Drive Tasman Drive 9% 7% 4% 19% 24% 11%
Great America Parkway Tasman Drive -14% -17% -12% -13% -1% -2% 9% 21% 41% 40% 42% 10% Great America Parkway Tasman Drive
Calle Del Sol Tasman Drive 37% 29% -4% 0% 22% 26% 23% 12% Lick Mill Boulevard Tasman Drive -34% -22% -1% 17% 4% 17% 33% 30% 12% Great America Parkway Great America Way -3% -104% -22% 46% 17% 23% -43% -11% Great America Parkway Old Mountain View-Alviso Rd -30% -74% 17% 17% 86% 86% 73% -10% Great America Parkway Bunker Hill Lane -18% -11% 7% 7% -16% -42% 42% 38% 0% Great America Parkway Old Glory Lane -16% -14% 2% 2% -6% Great America Parkway Mission College Boulevard 54% -31% 5% 5% -7% 0% -1% 7% -68% 63% -1% 52% 53% 18% 47% 12% Great America Parkway Mission College Boulevard
Great America Parkway US 101 NB Ramps
Note: Percent Difference is calculated as Difference between Recent Counts and Counted Volumes from the City Place Santa Clara EIR (from Table 5B) divided by Counted Volume in City Place EIR (from Table 5A).

PM Peak Hour
PM Peak Hour
PM Peak Hour
PM Peak Hour
Westbound Grand
Total North/South East/West Northbound Southbound Eastbound North/South East/West Northbound Southbound Eastbound Westbound Westbound Grand
Total
Grand
Total
North/South East/West Northbound Southbound Eastbound
North/South East/West Grand
Total Northbound Southbound Eastbound Westbound
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Table 6A: 2020 Volumes used in the City Place Santa Clara EIR Left Thru Right Total Left Thru Right Total Left Thru Right Total Left Thru Right Total Patrick Henry Drive Tasman Drive 150 20 20 190 20 50 110 180 0 1080 410 1490 120 1030 20 1170 3030 Old Ironsides Drive Tasman Drive 150 20 290 460 90 80 40 210 30 1050 20 1100 50 960 30 1040 2810 Great America Parkway Tasman Drive 180 1220 610 2010 380 1380 210 1970 160 1010 170 1340 630 710 160 1500 6820 Great America Parkway Tasman Drive 180 1220 610 2010 380 1380 210 1970 160 1010 170 1340 630 710 160 1500 6820 Calle Del Sol Tasman Drive 0 0 0 0 360 0 80 440 140 1560 0 1700 0 790 290 1080 3220 Lick Mill Boulevard Tasman Drive 90 10 270 370 20 50 10 80 10 1480 620 2110 350 1120 30 1500 4060 Great America Parkway Great America Way 50 1900 290 2240 230 960 40 1230 190 20 170 380 180 10 240 430 4280 Great America Parkway Old Mountain View-Alviso Rd 80 1620 30 1730 40 1190 100 1330 510 20 170 700 130 10 80 220 3980 Great America Parkway Bunker Hill Lane 50 1340 50 1440 50 1400 30 1480 140 20 270 430 310 30 110 450 3800 Great America Parkway Old Glory Lane 320 1840 10 2170 40 1970 30 2040 110 0 560 670 10 0 10 20 4900 Great America Parkway Mission College Boulevard 590 1600 530 2720 550 2870 160 3580 270 280 270 820 1070 270 290 1630 8750 Great America Parkway Mission College Boulevard 590 1600 530 2720 550 2870 160 3580 270 280 270 820 1070 270 290 1630 8750 Great America Parkway US 101 NB Ramps 0 1800 570 2370 0 3310 1070 4380 0 0 0 0 590 0 890 1480 8230 Table 6B: Difference between 2020 Volumes and Counted Volumes used in the City Place Santa Clara EIR Left Thru Right Total Left Thru Right Total Left Thru Right Total Left Thru Right Total Patrick Henry Drive Tasman Drive 92 -8 9 93 6 -26 -87 -107 -99 340 78 319 88 656 3 747 1052 Old Ironsides Drive Tasman Drive 139 2 254 395 51 -14 15 52 10 368 -4 374 39 646 21 706 1527 Great America Parkway Tasman Drive 96 602 74 772 3 456 160 619 133 375 118 626 360 487 103 950 2967 Great America Parkway Tasman Drive
Calle Del Sol Tasman Drive 0 0 0 0 194 0 13 207 50 414 0 464 0 363 120 483 1154 Lick Mill Boulevard Tasman Drive 28 6 27 61 -9 26 -5 12 6 392 232 630 113 553 24 690 1393 Great America Parkway Great America Way 29 890 -170 749 131 406 33 570 130 -62 147 215 104 1 71 176 1710 Great America Parkway Old Mountain View-Alviso Rd 59 610 -430 239 -59 636 93 670 450 -62 147 535 54 1 -89 -34 1410 Great America Parkway Bunker Hill Lane 28 689 10 727 18 641 0 659 -96 1 35 -60 136 9 39 184 1510 Great America Parkway Old Glory Lane 307 669 10 986 32 746 26 804 65 0 459 524 8 0 8 16 2330 Great America Parkway Mission College Boulevard 319 598 153 1070 182 1245 18 1445 100 -179 170 91 625 145 144 914 3520 Great America Parkway Mission College Boulevard
Great America Parkway US 101 NB Ramps
Note: Difference is calculated as 2020 Volumes (from Table 6A) - Counted Volumes from the City Place Santa Clara EIR (from Table 5A). A negative value indicates the City Place counts are less than recent counts.

Table 6C: Percent Difference between 2020 Volumes and Counted Volumes used in the City Place Santa Clara EIR (Only showing for turn movements greater than 150 vehicles) Left Thru Right Total Left Thru Right Total Left Thru Right Total Left Thru Right Total Patrick Henry Drive Tasman Drive 49% -59% 31% 19% 21% 64% 64% 35% Old Ironsides Drive Tasman Drive 88% 86% 25% 35% 34% 67% 68% 54% Great America Parkway Tasman Drive 53% 49% 12% 38% 1% 33% 76% 31% 83% 37% 69% 47% 57% 69% 64% 63% 44% Great America Parkway Tasman Drive
Calle Del Sol Tasman Drive 54% 47% 27% 27% 46% 41% 45% 36% Lick Mill Boulevard Tasman Drive 10% 16% 26% 37% 30% 32% 49% 46% 34% Great America Parkway Great America Way 47% -59% 33% 57% 42% 46% 68% 86% 57% 58% 30% 41% 40% Great America Parkway Old Mountain View-Alviso Rd 38% 14% 53% 50% 88% 86% 76% -15% 35% Great America Parkway Bunker Hill Lane 51% 50% 46% 45% 13% -14% 44% 41% 40% Great America Parkway Old Glory Lane 96% 36% 45% 38% 39% 82% 78% 48% Great America Parkway Mission College Boulevard 54% 37% 29% 39% 33% 43% 11% 40% 37% -64% 63% 11% 58% 54% 50% 56% 40% Great America Parkway Mission College Boulevard
Great America Parkway US 101 NB Ramps
Note: Percent Difference is calculated as Difference between 2020 Volumes and Counted Volumes from the City Place Santa Clara EIR (from Table 6B) divided by Counted Volume in City Place EIR (from Table 5A).

East/West
North/South East/West
PM Peak Hour
PM Peak Hour
PM Peak Hour
North/South East/West Northbound Southbound Eastbound Westbound North/South Northbound Southbound Eastbound Westbound
Grand
Total
Grand
Total
Grand
Total Northbound Southbound Eastbound Westbound
I
+ + +
----r~ --------1-<--
T i
1-- T r· r I 1· T I I
+--+ +- +- -+ +- +-+
~-' -
+= ~ ~---=~ '
+- ;- r r
--,---, ,- I - !
+- +- - ~+ - , __ -- I
+ + -~-1 '
- , __
Resolution/Approval of CEQA Addendum for Related SC Project DAP 2 Page 1 of 4 RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SANTA CLARA, CALIFORNIA, ADOPTING A SECOND

ADDENDUM TO THE ENVIRONMENTAL IMPACT REPORT

FOR THE RELATED SANTA CLARA PROJECT IN

CONNECTION WITH THE APPROVAL OF A DEVELOPMENT

AREA PLAN FOR PHASE TWO OF THE PROJECT SITUATED
ON APPROXIMATELY 44.5 ACRES OF LAND LOCATED AT
5155 STARS AND STRIPES DRIVE (APN 104-03-036)
SCH#2014072078
CEQ2014‐11180 (EIR)
PLN2019-14249 (Development Area Plan)

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA CLARA AS FOLLOWS:

WHEREAS, pursuant to the provisions of the California Environmental Quality Act (Cal. Pub.

Res. Code § 21000 et seq.) (“CEQA”) together with the State CEQA Guidelines (14 CCR § 15000 et seq.) (“CEQA Guidelines”), the City of Santa Clara prepared a Final Environmental Impact Report (“Final EIR”) for the proposed construction by Related Santa Clara, LLC (the “Applicant”) of a new multi-phased, mixed-use development known as the Related Santa Clara Project (the “Project”);
WHEREAS, on June 28, 2016, the City Council adopted Resolution No. 16-8337, certifying the Final EIR and adopting CEQA findings and a Mitigation Monitoring and Reporting Program (“MMRP”) in accordance with CEQA and the CEQA Guidelines; WHEREAS, on June 28, 2016, the Santa Clara City Council approved a number of Project entitlements, including Resolution No. 16-8339, which rezoned the Project site to the PD-MC (Planned Development-Master Community) zoning district; WHEREAS, pursuant to Resolution No. 16-8339, buildout of the Project is governed by a Master Community Plan (the “MCP”) dated April 5, 2017, which anticipates up to seven potential phases of development, each of which would be governed by a “Development Area Plan,” or “DAP”;
Resolution/Approval of CEQA Addendum for Related SC Project DAP 2 Page 2 of 4 WHEREAS, the Project analyzed in the Final EIR and approved via the MCP consists of up to

9.16 million gross square feet of office buildings, retail and entertainment facilities, residential units, hotel rooms, surface and structured parking facilities, new open space and roads, landscaping and tree replacement, and new/upgraded/expanded infrastructure and utilities; WHEREAS, after certification of the Final EIR, on March 24, 2020, the Santa Clara City Council adopted a First Addendum to the Environmental Impact Report (“First Addendum”) in connection with the approval of a Development Area Plan for Phase One of the Project (“DAP 1”); WHEREAS, on December 11, 2019, in conformance with the Development Area Plans and Architectural Review Submittal and Approval Procedures (the “DAP Procedures”) attached as Appendix C to the MCP, the Applicant filed an application for City Council approval of a Development Area Plan for Phase Two of the Project (“DAP 2 Application”); WHEREAS, the DAP 2 Application proposes certain modifications to the Project analyzed in the Final EIR and the First Addendum and approved via the MCP and DAP 1, consisting of minor changes to the boundaries of Phase Two of the Project, and minor differences in the square footages proposed within Phase Two of the Project with a decrease in all uses except for Office space;
WHEREAS, in order to ensure that all potential environmental impacts of the Project (as modified by the DAP 2 Application) were thoroughly analyzed, the City caused a second addendum to the Final EIR (the “Addendum”) to be prepared pursuant to CEQA Guidelines 15164, which Addendum is attached hereto as Attachment 1 and incorporated herein by this reference;
WHEREAS, the Second Addendum provides analysis and cites substantial evidence that supports the conclusion that no subsequent environmental review is required because the criteria of CEQA Section 21166 and CEQA Guidelines Section 15162 requiring additional environmental review under CEQA have not been met;
WHEREAS, Section 2.7.2.4 of the DAP Procedures provides for the review and recommendation Resolution/Approval of CEQA Addendum for Related SC Project DAP 2 Page 3 of 4 of the City’s Planning Commission of each DAP application before action is taken by the City Council; and
WHEREAS, on May 27, 2020, the Planning Commission held a duly noticed public hearing to consider the Addendum and the DAP 2 Application, at the conclusion of which, the Planning Commission adopted Resolution No. 20-006 making findings that the criteria of CEQA Section 21166 and CEQA Guidelines Section 15162 that would have required additional environmental review under CEQA have not been met and recommending that the City Council adopt the Addendum prior to acting on the DAP 2 Application; and
WHEREAS, on July 13, 2020, the City Council held a duly noticed public hearing to consider DAP 2, at which time interested persons were given an opportunity to give testimony and provide evidence in support of and in opposition to the proposed DAP 2.

NOW THEREFORE, BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA CLARA AS FOLLOWS:

1. Recitals. That the City Council hereby finds that the above Recitals are true and correct and by this reference makes them a part hereof.

2. Findings. That the City Council has exercised its independent judgement and reviewed and considered the Final EIR and the First Addendum, together with the proposed Second Addendum thereto, and has determined that the criteria of CEQA Section 21166 and CEQA Guidelines Section 15162 that would have required additional environmental review under CEQA have not been met. Specifically, and without limitation, substantial evidence exists to support the conclusion that no supplemental or subsequent environmental review is required in connection with the City’s consideration of the DAP 2 Application because (1) the Project (as modified by the DAP 2 Application) would not result in any new or more severe significant impacts than those studied in the EIR, (2) there exists no new information of substantial importance that would result in any new or more severe significant impacts as compared to Resolution/Approval of CEQA Addendum for Related SC Project DAP 2 Page 4 of 4 those studied in the EIR; (3) there are no substantial changes in circumstances that would result in any new or more severe significant impacts than those identified in the EIR; and (4) there is no feasible mitigation measure or alternative that is considerably different from others previously analyzed that has not been adopted.

3. Approval. That the City Council hereby adopts the Addendum.

4. Effective date. This resolution shall become effective immediately.

I HEREBY CERTIFY THE FOREGOING TO BE A TRUE COPY OF A RESOLUTION PASSED

AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A SPECIAL MEETING THEREOF HELD ON THE 13TH DAY OF JULY, 2020, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST: ______________________________________

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA
Attachment Incorporated by Reference:

1. CEQA Addendum
Related Santa Clara Project – Web Link Slip Sheet to
Master Community Plan (MCP) Volume I
https://www.santaclaraca.gov/home/showdocument?id=58715 150 Post Street, Suite 740 | San Francisco, CA 94108 | 415-788-1000 www.bergdavis.com MEMO
FROM: BergDavis Public Affairs
TO: Ruth Shikada, City Manager
DATE: January 22, 2020
RE: Summary of January 15, 2020 Santa Clara Open House
The following is a brief summary of the Related Santa Clara Open House held Wednesday, January 15, 2020 at the Santa Clara Convention Center. At the time this open house was held, the project was fully entitled and slated to begin construction in 2020.

The meeting, which began at 5:30 pm and ended at 7 pm, was held in Room 207 of the Convention Center. Light refreshments of cookies, coffee and water were served.

Approximately 25-30 people attended the open house, including members of the city council, planning commission and planning department.

Stephen Eimer, co-managing partner for the project, gave a two-part slide presentation.

The first part began with an overview of Related Companies and some of its other largemixed use projects in the United States, including Hudson Yards, and then provided an overview of Related Santa Clara’s boundaries and key features, including hotels, retail, office, and housing. The second part of the presentation provided information about the timeline and phasing of the project from construction to opening.

The presentation was followed by questions from the audience that primarily focused on the following topics:

1. Entrances and exits for the project

2. Temporary roads, road closures and traffic circulation during construction

3. Traffic circulation during game days and special events once the project is built

4. Expected street, bicycle and pedestrian improvements

5. Affordable housing

6. Pedestrian safety

7. Project financing
Resolution/Approval of Related Santa Clara Project DAP 2 Page 1 of 6 RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SANTA CLARA, CALIFORNIA, APPROVING A DEVELOPMENT

AREA PLAN FOR PHASE TWO OF THE RELATED SANTA
CLARA PROJECT SITUATED ON APPROXIMATELY 44.5
ACRES OF LAND LOCATED AT 5155 STARS AND STRIPES
DRIVE (APN 104-03-036)
SCH#2014072078
CEQ2014‐11180 (EIR)
PLN2019-14249 (Development Area Plan)

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA CLARA AS FOLLOWS:

WHEREAS, on June 28, 2016, the Santa Clara City Council approved a number of entitlements for the proposed construction by Related Santa Clara, LLC (the “Applicant”) of a new multiphased, mixed-use development known as the Related Santa Clara Project (the “Project”); WHEREAS, the Project entitlements approved by the City Council on June 28, 2016, included Resolution No. 16-8339, which rezoned the Project site to the PD-MC (Planned DevelopmentMaster Community) zoning district; WHEREAS, on June 28, 2016, the City Council adopted Resolution No. 16-8337, certifying a Final Environmental Impact Report (“Final EIR”) pursuant to the provisions of the California Environmental Quality Act (Cal. Pub. Res. §§ 21000 et seq.) (“CEQA”) together with the State CEQA Guidelines (14 CCR § 15000 et seq.) (“CEQA Guidelines”) and adopting CEQA findings and a Mitigation Monitoring and Reporting Program (“MMRP”) in accordance with CEQA and the CEQA Guidelines;
WHEREAS, pursuant to Resolution No. 16-8339, buildout of the Project is governed by a Master Community Plan (the “MCP”) dated April 5, 2017, which anticipates up to seven potential phases of development, each of which would be governed by a “Development Area Plan,” or “DAP”;
WHEREAS, after certification of the Final EIR, on March 24, 2020, the City Council adopted a First Addendum to the Environmental Impact Report (“First Addendum”) in connection with the Resolution/Approval of Related Santa Clara Project DAP 2 Page 2 of 6 approval of a Development Area Plan for Phase One of the Project (“DAP 1”), and references to the Final EIR in this Resolution shall include both the Final EIR and the First Addendum; WHEREAS, the Project analyzed in the Final EIR and approved via the MCP consists of up to

9.16 million gross square feet of office buildings, retail and entertainment facilities, residential units, hotel rooms, surface and structured parking facilities, new open space and roads, landscaping and tree replacement, and new/upgraded/expanded infrastructure and utilities; WHEREAS, on December 11, 2019, in conformance with the Development Area Plans and Architectural Review Submittal and Approval Procedures (the “DAP Procedures”) attached as Appendix C to the MCP, the Applicant filed an application for City Council approval of a Development Area Plan (“DAP 2 Application”) for Phase Two of the Project; WHEREAS, the Development Area Plan for Phase Two of the Project (“DAP 2”) consists of components from the DAP 2 Application which incorporate City comments on the DAP 2 Application and that is dated December 11, 2019;
WHEREAS, the DAP 2 Application proposes certain modifications to the Project analyzed in the Final EIR, First Addendum and approved via the MCP, consisting of minor changes to the boundaries of Phase Two of the Project, and minor differences in the square footages proposed within Phase Two of the Project with a decrease in all uses except for office space; WHEREAS, in order to ensure that all potential environmental impacts of the Project as modified by the DAP 2 Application were thoroughly analyzed, the City caused an addendum to the Final EIR (the “Second Addendum”) to be prepared pursuant to CEQA Guidelines 15164; WHEREAS, prior to taking action on this Resolution, the City Council has exercised its independent judgement and reviewed and considered the final EIR, together with the Second Addendum thereto, and determined that no further environmental review is required for the modifications to the Project contemplated by the DAP 2 Application; WHEREAS; the City Council separately has adopted the Second Addendum in connection with its consideration of DAP 2;
Resolution/Approval of Related Santa Clara Project DAP 2 Page 3 of 6 WHEREAS, Section 2.7.2.4 of the DAP Procedures provides for the review and recommendation of the City’s Planning Commission of each DAP application before action is taken by the City Council; and
WHEREAS, on May 27, 2020, the Planning Commission held a duly noticed public hearing to consider DAP 2, at the conclusion of which, the Planning Commission adopted Resolution No. 20-
007 making findings pursuant to Section 2.7.2.6 of the DAP Procedures and recommending that the City Council approve DAP 2 as conditioned in Attachment 1 to Resolution No. 20-007; and WHEREAS, Section 2.7.2.5 of the DAP Procedures provides that the City Council shall consider the DAP application at a public meeting after receiving the Planning Commission’s recommendation; and
WHEREAS, Section 2.7.2.6 of the DAP Procedures provides that the City Council may approve or conditionally approve a DAP application upon making specified findings; and WHEREAS, on July 13, 2020, the City Council held a duly noticed public hearing to consider DAP 2, at which time interested persons were given an opportunity to give testimony and provide evidence in support of and in opposition to the proposed DAP 2.

NOW THEREFORE, BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA CLARA AS FOLLOWS:

1. Recitals. That the City Council hereby finds that the above Recitals are true and correct and by this reference makes them a part hereof.

2. Findings. Pursuant to Section 2.7.2.6 of the DAP Procedures, the City Council makes the following findings:
(a) DAP 2 conforms to and is consistent with the applicable Development Requirements and the MCP.

As defined in the MCP, the Development Requirements mean the project approvals taken following certification of the Final EIR, the various project transaction documents, and the Resolution/Approval of Related Santa Clara Project DAP 2 Page 4 of 6 documents approved under the DAP Procedures. Except as specifically modified by the DAP 2 conditions of approval, all of the conditions of approval adopted in connection with the earlier project approvals continue to apply to development within the DAP 2 area. In addition, the Second Addendum identifies which mitigation measures adopted in connection with the Final EIR are applicable to the DAP 2 development. In summary, DAP 2 includes a mixed-use development program featuring approximately 1,750,000 square feet of office, retail, residential, and hotel uses that is within the development program contemplated by the MCP to establish the heart of the City Center Mixed Use Zone on a portion of Parcel 4. As allowed by the MCP, DAP 2 requests a parking reduction of 14% that is justified by the parking demand utilization decreasing from 2016 due to changes in behavioral patterns such as the influx of Transportation Network Companies (TNCs), an anticipated reduction in vehicle ownership, close proximity to Santa Clara / Great America Transit Center, and the proposal to develop serviced apartments.

Shared parking is provided in parking structures and is arranged to maximize shared parking opportunities to reduce the overall demand for parking within the DAP 2 area. The DAP 2 development is further consistent with other MCP standards regarding phasing, lot coverage, massing, floor area ratios, and similar design criteria. The DAP 2 conditions of approval will require all construction documents and building permits to meet applicable City standards.

Accordingly, as proposed and conditioned, DAP 2 conforms to all applicable City standards. (b) The Infrastructure that the Applicant proposes to construct in connection with Phase Two is sufficient to serve the DAP 2 proposed development on the subject property.

As defined in the MCP, Infrastructure means those items identified in the Infrastructure Master Plan, which include open space improvements, streets and transportation improvements, sewer and storm drainage systems, water systems, traffic signal systems, dry utilities, and other necessary improvements. All shared outdoor space improvements required to serve Phases One and Two of the Project are provided in DAP 2. DAP 2 includes conceptual plans for a new network of streets to serve the development. Finally, DAP 2 includes conceptual information Resolution/Approval of Related Santa Clara Project DAP 2 Page 5 of 6 about how the project will accommodate all of the necessary dry utilities and other necessary improvements.

The DAP 2 conditions of approval will require all construction documents and building permits to meet applicable City standards. Accordingly, as proposed and conditioned, DAP 2 will include Infrastructure that is sufficient to serve the proposed development. (c) The proposed shared outdoor space provided for Phase Two in accordance with the MCP is reasonable and appropriate to the proposed level of development under DAP 2.

DAP 1 included residential development triggering the requirement to provide 1.21 acres of open space. Consistent with Section 4.3.5 of the Development Agreement, the applicant deferred the requirement to DAP 2. Based on the deferral and the requirements for DAP 2, the total required open space in DAP 2 is 4.25 acres. DAP 2 would provide 4.25 acres of open space provided in a 3.9-acre park between Avenue C and the rail line (2.9 acres south of Second Street and one acre north of Second Street) and an approximately 0.75-acre private rooftop open space on Block 4D (counted at 50 percent). The proposed open space will serve residents within DAP 1 and DAP 2, and it consistent with the MCP requirements for appropriate open space to serve the proposed development under the first two phases of the Project.

3. Approval. That the City Council hereby approves DAP 2, as conditioned in Attachment 1, which is attached hereto and incorporated by this reference.
//
//
//
//
Resolution/Approval of Related Santa Clara Project DAP 2 Page 6 of 6

4. Effective date. This resolution shall become effective immediately.

5. Notice of Determination. The Development Review Officer is directed to cause to be filed a Notice of Determination with the appropriate agencies in accordance with CEQA.

I HEREBY CERTIFY THE FOREGOING TO BE A TRUE COPY OF A RESOLUTION PASSED

AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A SPECIAL MEETING THEREOF HELD ON THE 13TH DAY OF JULY, 2020, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST: ________________________________________

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA
Attachment Incorporated by Reference:

1. Conditions of Approval
1 | P a g e
ATTACHMENT 10 – STAFF REPORT TABLES
RTC 20-628
Related Santa Clara Development Area Plan (DAP) 2
Table 1: Program of Use & Proposed Square Footage
Program Proposed (SF) Permitted Use (MCP Pg. 37)
Office 435,000 Yes
Retail 405,000 Yes
Food & Beverage 150,000 Yes
Hotel 180,000 Yes
Residential 530,000 Yes
Entertainment 50,000 Yes
Total 1,750,000
Table 2: Cumulative Buildout DAP 1 & DAP 2
Program Approved
DAP 1 (SF)
Proposed
DAP 2 (SF)
Approved & Proposed
DAP 1 & 2 (SF)
Office 440,000 435,000 875,000
Retail 21,400 405,000 426,400
Food & Beverage 29,600 150,000 179,600
Hotel 381,000 180,000 561,000
Residential 175,000 530,000 705,000
Entertainment 0 50,000 50,000
Total 1,047,000 1,750,000 2,797,000
Table 3: Summary of Development Obligations
Minimum Initial Building (MIB) Phase 2 (DDA 5.3.2)
Program Phase 2 Min
Required
(SF/Keys/Units)
Phase 2
Proposed
(SF/Keys/Units)
Applied to
Phase 2 MIB
Requirements
Applied to Phase 2
Additional Initial
Building (AIB)
Requirements
Office 200,0001 435,000 200,000 235,000
Retail/Food &
Beverage/
Entertainment
500,000 605,000 500,000 105,000
Residential 200 units in Phase
1 & 22
530,000 SF / 500
units
200 Unit min
met with Phase
1 application
530,000 SF / 500 units
Hotel 300 keys and/or
Office min above
180,000 SF / 220
Keys
Requirement
met with Office
Development
above
No requirement
2 | P a g e
Minimum 700,000 1,570,000 700,000 870,000
Additional Initial Building (AIB) Phase 2 (DDA 5.3.3)
Program Best Effort
Target (SF)
Phase 2
Proposed (SF)
Applied to
Phase 2 MIB
Requirements
Applied to
Phase 2
AIB
Requirements
AIB in
Excess of
Requirements
Office - 435,000 200,000 235,000
Retail/Food &
Beverage/
Entertainment
- 605,000 500,000 105,000
Residential - 530,000 0 530,000
Additional
Requirement
230,000
Total 230,000 1,570,000 700,000 870,000 640,000
Minimum Retail (DDA 5.3.4)
Required
Phase 1 (SF)
Approved Phase
1 (SF)
Aggregate Min
for Phases 2 & 3
combined (SF)
Phase 2
Proposed (SF)
Minimum Balance for
Phase 3 (SF)
50,000 51,000 750,000 605,000 145,000
Additional Retail Buildings (Applicable to Phases 2 and 3 – DDA 5.3.5) Program Phase 2 & 3 (SF)
Best Efforts
Phase 2 (SF)
Proposed
Best Efforts
Balance for
Phase 3
Retail 1,500,000 405,000
Food &
Beverage
150,000
Entertainment 50,000
Total 1,500,000 605,000 895,000
1: Requirement can be fulfilled with either 200,000 SF of office or a 300 key hotel. 2: Residential minimum number of units to be met under Phase 1 or Phase 2. Requirement fulfilled in Phase 1.

Table 4: Anticipated Building Heights
Location MCP
Max.
(FT)
Estimated
Ground Floor
Elevation (FT)
Anticipated
Height (FT)
Total Height
(Above El.
0’=0’) (FT)
Comment
Block 4B 219 34 108 142 Complies
Block 4D 219 39.5 118 157.5 Complies
Block 4D 219 38 118 156 Complies
Block 4E/F 219 38 107 145 Complies
Block 4E/F 219 39 165 204 Complies
Block 4H 219 41 100 141 Complies
Table 5: Summary of Required Parking
3 | P a g e
Use Size (SF / Units /
Rooms)
Parking Ratio Parking required
Retail 405,000 4.5 per 1,000 SF 1,823
Food & Beverage 150,000 1.5 per 1,000 SF 225
Entertainment 50,000 2.5 per 1,000 SF 125
Office 435,000 3.0 per 1,000 SF 1,305
Hotel 220 guestrooms 1.0 per room 220
Residential 500 units 1.5 per unit 750
Total 4,448 spaces
Table 6: Summary of Proposed Parking
Use Size (SF / Units /
Rooms)
Parking Ratio Parking Provided
Retail 405,000 3.9 per 1,000 SF 1,580
Food & Beverage 150,000 1.5 per 1,000 SF 225
Entertainment 50,000 2.5 per 1,000 SF 125
Office 435,000 3.0 per 1,000 SF 1,305
Hotel 220 guestrooms 0.5 per room 110
Residential 500 units 1.0 per unit 500
Total 3,845
Italicized number = Modified from MCP
Table 7: Summary of Open Space
Phase Residential
Units
Required
Acres of Park
Acres
Provided
Comments
1 200 1.21 0 Deferred to Phase 2
2 500 3.04 4.25 Composed of 3.9 acres at City
Center East + 0.75 acres on Block
4D rooftop counted at 50% (0.38
acres)
Total 4.25 4.25 Complies
Related Santa Clara, DAP 2, Phase 2 – Conditions of DAP Approval 1

CONDITIONS OF APPROVAL
The DAP Phase 2 project shall continue to comply with all Conditions of Planned Development – Master Community (PD-MC) Zoning Approval (City Council Resolution 16-8339) and all adopted mitigation measures under the approved MMRP, unless specifically superseded by any of these conditions.

The DAP Phase 2 project will comply with all applicable codes, regulations, standards, ordinances, and resolutions in effect at the time of each DAP 2 plan submission, to the extent applicable under the MCP, DA, DDA and other Project approvals. The following conditions of approval are recommended:

GENERAL
G1. Prior to issuance of a building permit for each building, Developer will submit plan(s) for review and approval by the Community Development Director detailing the following:
a. minimum building setbacks and lot coverage for each building; b. detailed streetscape and landscape plans, including elements of landscape zones described in the MCP;
c. shared outdoor space elements, if any, to the extent known; d. public art installation locations, if any, to the extent known; e. onsite loading/unloading zones for all anticipated uses, including but not limited to delivery vehicles, trash pick-up, ride-share services, bicycle parking facilities, commuter buses, and/or private shuttles;
f. access and circulation plans for all entrances and exits to parking garages; and g. bicycle facilities and amenities.

COMMUNITY DEVELOPMENT
C1. The Residential Serviced Apartments on Block 4D, as residential dwelling units to be constructed under Land Use Scheme A of the Master Community Plan (the land use scheme selected by the Master Developer), are required to be used for more than 30 days under a written contract such that they shall not meet the City's definition of Transient Occupancy in SCCC 3.25.020(g).

C2. Prior to commencement of grading activities, a review meeting conducted by the City and attended by all on-site field superintendent(s) will be held.

C3. Per the Development Agreement, Section 4.5, Voluntary Housing Affordability Provisions, Applicant will provide at least ten percent of all residential units constructed on the Project Site as Affordable Units, in accordance with the terms and requirements of the Development Agreement. Per Section 4.5 of the Development Agreement and the Phase 1 DAP, Applicant elected to defer the Phase 1 Affordable Units to Phase 2.

As such, the total Affordable Units to be provided in Phase 2 shall be 70 units (20 from DAP Phase 1 and 50 from DAP Phase 2) if 200 residential units are constructed in Phase 1 and 500 residential units are constructed in Phase 2.

C4. Per Development Agreement Section 4.5.3, prior to the issuance of Building Permits for any buildings providing the required affordable housing, Developer shall enter into an Affordable Housing Agreement (AHA) with the City that will govern the provision of the Affordable Units within such building, to the mutual satisfaction of the Director of Community Development and the Developer, and consistent with the terms of the Development Agreement.

C5. This Condition of Approval shall replace Condition of Approval C3 from the DAP Phase 1 Conditions of Approval (which replaced Condition of Approval P15 from the Master Community (PD-MC) Zoning Approval). The Comprehensive Sign Program required by the MCP for Parcels 4 and 5 shall be considered and approved or conditionally -------
Related Santa Clara, DAP 2, Phase 2 – Conditions of DAP Approval 2 approved by the City Council before the issuance of the first building permit (for buildings excluding below grade Tasman garage) development undertaken pursuant to the DAP for Phase 1 or Phase 2. The Comprehensive Sign Program required by the MCP for Parcels 1 and 2 shall be submitted with the initial DAP submission for Parcel 1 or 2, whichever is submitted first, and shall be considered concurrently with and approved or conditionally approved as a part of the applicable DAP by the City Council.

ENGINEERING
E1. Storm drain mains and laterals, and sanitary sewer mains and laterals, shall be outside the drip line of mature trees or 10 feet clear of the tree trunk, whichever is greater. Provide root barriers when the future drip line of the project installed trees will cover the sidewalk. Root barriers for sidewalk protection shall be 16' long or extend to drip line of the mature tree, whichever is greater, and be 1.5' deep, and centered on trees. Root barriers for curb and gutter protection shall be 16' long or extend to drip line of the mature tree, whichever is greater, and be 2’ deep, and centered on trees.

E2. In conjunction with installation of off-site improvements, the applicant shall perform pavement reconstruction for the entire east side of Great America Parkway along the DAP 2 Project frontage.

E3. If required, relocate existing Valley Transportation Authority (VTA) bus stops that are affected by the proposed site access during construction and/or in final condition, as necessary based upon consultation between Developer, City, and VTA.

E4. The detailed design and construction of streets and sidewalks (including landscape strips) shall be in substantial conformance with the MCP, to the satisfaction of the Director of Public Works, recognizing the changes in street configuration and site design that have been made between conceptual MCP and the DAP.

E5. Detailed traffic signal and intersection design at the intersections including but not limited to Great America Parkway/CityPlace Parkway and Avenue A/CityPlace Parkway shall be approved by the Traffic Division of the Department of Public Works.

E6. Developer and City shall cooperate to establish time limits for parking along the public roadways with parking including Avenue A, Avenue C and Creekside Drive.

E7. Avenue A shall include minimum 6’ wide Class 2 bicycle facilities in its entirety.

E8. Comply with mitigation and avoidance measures TRA 1.2 and TRA-1a.1 of the MMRP for a partial mitigation to add a second eastbound turn lane at intersection #60 Great America Parkway and Old Mountain View Alviso Road.

E9. This Condition of Approval shall replace Condition of Approval E2 from the Master Community (PD-MC) Zoning Approval, as it was amended by Condition of Approval E10 from the DAP 1 Approval. Following approval of Tentative Maps and/or Vesting Tentative Maps by Council, the Developer shall file Final Maps for approval and recordation to the satisfaction of the Director of Public Works prior to the issuance of building permits for the DAP, except as follows:
a. For DAP 1, a Tentative Map or Vesting Tentative Map shall be approved by Council prior to the issuance of building permits for buildings located on property covered by DAP 1, and a Final Map approved to the satisfaction of the Director of Public Works shall have been filed for recordation covering property on which the building is located prior to the issuance of any certificate of occupancy for any building within DAP 1.
b. For DAP 2, a Tentative Map or Vesting Tentative Map shall be approved by Council prior to the issuance of building permits for buildings located on property covered by DAP 2, and a Final Map approved to the satisfaction of the Director of Public Works shall have been filed for recordation covering property on which the building is located prior to the issuance of any certificate of occupancy for any building within DAP 2.

E.10 Microsimulation analysis shall be completed at Developer’s cost, reviewed, and accepted prior to the City’s issuance of building permits for buildings in Phase 2. City and Developer Related Santa Clara, DAP 2, Phase 2 – Conditions of DAP Approval 3 will mutually agree on the scope, cost and schedule for the microsimulation analysis. • The microsimulation study shall test for off-site intersections but not for intersections internal to the Related Santa Clara development parcels. • The microsimulation will not result in additional traffic mitigation requirements, changes to the MMRP (including timing of implementation of mitigation measures) or the need for additional rights of way/property.
• City will be responsible for any cost associated with traffic signal timing adjustments that may be suggested by the microsimulation study findings. • City will work cooperatively with Developer to ensure that any changes in left turn pocket lengths provide benefit to both parties and that the scope is reasonable and implementable.

E11. Provide cumulative 2040 plus Full Buildout analysis of internal intersections of public streets to determine lane geometry and intersection control with the initial submission of the DAP 2 streets Encroachment Permit package for Traffic Division review and approval.

E12. Provide a minimum 10’ wide Class I bicycle path along the San Tomas Aquino Creek frontage. Provide a minimum 2’ shoulder on both sides of the bicycle path. The minimum clearance to signs along the bicycle path shall be 3’. Street design and striping plans shall address bicycle path conflicts with pedestrians and vehicles at the intersections of Creekside Drive with CityPlace Parkway, First Street, Second Street and Stars and Strips through appropriate traffic controls, signage and striping.

E13. Provide access for bicyclists to enter and exit the Class I bicycle path along San Tomas Aquino Creek at the intersection of Creekside Drive and First Street.

E14. Provide a minimum 10’ wide Class I bicycle path within East Park. Provide a minimum 2’ shoulder on both sides of the bicycle path. The minimum clearance to signs along the bicycle path shall be 3’. Street design and striping plans shall address bicycle path conflicts with pedestrians and vehicles at the intersections of Station Road and Second Street through appropriate traffic controls, signage and striping.

E15. The midblock crossing facilities on City Place Parkway between First Street and Second Street shall be removed.

WATER
W1. If, during the design process, deficiencies are identified in the existing water and/or sanitary sewer system resulting specifically from the projected additional demands or loads from the DAP 2 development, prior to issuance of the first building permit for a building within DAP 2, the Developer shall submit design documents which correct the identified deficiencies in a manner consistent with City and/or other applicable regulatory standards. Any and all water and recycled water distribution systems in the proposed DAP 2 area shall be subject to State Department of Drinking Water requirements and approval to the extent specifically required by State law.

W2. Developer shall collaborate with the City and its third-party consultant in the development of a Water Distribution System Operations and Maintenance Plan, which includes ongoing monitoring and sampling program, emergency response plan, and landfill gas and leachate collection system operations and maintenance that meets DDW approval for the long-term protection of the public water system.

FIRE
F1. The maximum fire flow reduction for the development for installation of fire sprinklers will be limited to 50-percent. The number of fire hydrants will be based on the fire-flow without fire sprinkler reduction.

F2. The Fire Department connections shall be on the street front for which the building street name is assigned. The final location will be determined by the Fire Department.

Related Santa Clara, DAP 2, Phase 2 – Conditions of DAP Approval 4

STREETS
ST1. Prior to issuance of the first building permit, a Stormwater Management Plan shall be completed for the DAP 2 area.

PARKS AND RECREATION
PR1. Developer shall close the golf cart bridge crossing over Lafayette Street prior to the completion of the park improvements. Upon the completion of the Second Street crossing or City Place Parkway crossing over Lafayette Street (whichever is built first), the Developer shall remove the golf cart bridge crossing, relocate the associated utilities located thereon, and improve the disturbed area of the park in accordance with the standards approved by the City.

PR2. Developer shall include interim improvements within the park at the future location of the Second Street extension and crossing over Lafayette Street in order to ensure continuity of the park, bicycle path, and associated amenities prior to the construction of the Second Street extension through and over the park.

PR3. Developer shall provide sufficient parking for East Park visitors in the East Garage known as WH and include a crosswalk from the park to the garage. This parking requirement can be satisfied using retail or guest parking provided there is signage to make it clear to visitors that they can park there free while in the park.

PR4. A public restroom(s) shall be identified and available for park visitors during park operating hours within the WH garage structure.

PR5. Developer will obtain a site address for each park at Developer’s sole cost. A round number for park addresses is preferred.

PR6. Parkland improvements required for DAP 1 shall be constructed prior to occupancy of the 1st unit of DAP 2. The remaining acreage required for the DAP 2 residential units shall be constructed prior to occupancy of the 500th unit in DAP 2.

SVP (Electrical)
SVP1. All utilities proposed/approved/installed as part of DAP 1 shall be shown on the plans and coordinated accordingly with the DAP 2 proposals.

SVP2. Electrical service shall be underground. No subsurface SVP transformers and switches will be allowed for this development.

SVP3. In the event the Developer cannot meet SVP design standards and requirements for the installation of SVP equipment, Developer shall submit alternative designs for SVP’s review and approval.

SVP4. A special facility agreement will be required for any nonstandard SVP equipment and installation describing the responsibilities regarding ownership and maintenance requirements for the developer and the City.

SVP5. Developer shall be responsible for performing an electric study, at Developer’s sole cost, required for all nonstandard installations including but not limited to the design of grounding system for SVP distribution system, thermal cable ampacity, and SVP equipment installation details on podium surface or indoors.

SVP6. Encroachment permits will not be signed off by Silicon Valley Power until Developer’s work substructure construction drawing has been completed.

SVP7. All SVP-owned equipment is to be covered by an Underground Electric Easement (U.G.E.E. (Underground Electrical Easement)), not a PUE (Public Utility Easement). Only publicly owned dry utilities can be in a UGEE. Other facilities can be in a joint trench configuration with SVP, separated by a 1’ clearance, providing that they are constructed simultaneously with SVP facilities. See UG 1000 for details.

SVP8. The permanent electric utility power for electrical services required for DAP 2 shall be provided by New Esperanca Substation.

DEVELOPMENT AREA PLAN (DAP) 2
PHASE 2, PARCEL 4
DEVELOPMENT AREA PLAN (DAP) 2
PHASE 2, PARCEL 4

1.0 KEY PLAN

1.1 NARRATIVE of COMPLIANCE with MCP

1.1 Narrative of Compliance with MCP

1.l(a) Proposed Land Use Program

1.l(a).i Square Footage of Non-Residential Use

1.l(a).ii Calculation of Parking Spaces by Use per MCP

1.l(a).iii Identification of Shared Parking Opportunities

1.l(a).iv Proposed Parking

1.l(b) Infrastructure Description

1.l(c) Contextual Information

1.2 DATA CHARTS

1.3 1.2.1 Program of Uses & Aggregate Uses

1.2.2 Estimated Phase Aggregate Development

1.2.3 Anticipated Building Heights

1.2.4 Parking Data Table

1.2.5 Status of Buildout for Previous Phases

SITE PLAN

1.3.1 1.3.2

1.3.3 1.3.4

1.3.4 1.3.4(a)

1.3.4(b)

1.3.5 1.3.6
Location of Potential Uses - Site Plan
Block 4B Retail/Office/Entertainment
Block 4E/4F, Retail/Global Food Market
Block 4E/4F, Retail/Office
Block 4H, Retail/Parking
Block 4D, Hotel/Health Club/Residential
Block 4D, Residential/Hotel
Phase Blocks, Parcel Boundaries
Location of Public Property
General Information - Site Plan
General Information - Conceptual Massing
Site Cross Sections
Block 4B Retail/Office/Entertainment
Block 4E/4F, Retail/Global Food Market
Block 4E/4F, Retail/Office
Block 4H, Retail/Parking
Block 4D, Hotel/Health Club/Residential
Block 4D, Residential/Hotel
Site Roadway Sections
Creekside Drive (BT Stars and Stripes and Second Street) Avenue A (BT Stars and Stripes Dr. and Second Street)
Avenue A (BT Second Street and City Place Parkway)
Centennial Blvd. (BT Stars & Stripes and First Street)
Centennial Blvd. (BT First Street and Second Street)
Avenue B (BT Stars and Stripes and Second Street)
Avenue C (BT Transit Center and First Street)
First Street (BT Creekside Dr and Avenue B)
Second Street (BT Avenue A and Avenue B)
City Place Parkway (BT Avenue C and Great America Pkwy) Planned Public & Private Shared Open Space
Diagram of Proposed Roads & Sidewalks

RELATED
Gensler

1.0-1

1.1-1

1.1-1

1.1-1

1.1-2

1.1-2.1

1.1-3

1.1-4

1.1-5

1.2-1

1.2-1

1.2-1

1.2-1

1.2-1

1.3-1

1.3-2

1.3-3

1.3-4

1.3-5

1.3-6-1.3-7

1.3-8-1.3-11

1.3-12

1.3-13

1.3-14.1

1.3-14.2

1.3-15

1.3-16

1.3-17

1.3-18

1.3-19 - 1.3-20

1.3-21

1.3-22

1.3-22

1.3-22

1.3-23

1.3-23

1.3-23

1.3-23

1.3-24

1.3-24

1.3-24

1.3-25

1.3-26

1.4 1.5

1.6 1.7

1.8 DEVELOPMENT OBLIGATIONS

1.4.1 Minimal Initial Buildings (MIB)

1.4.2 Additional Initial Buildings (AIB)

1.4.3 Additional Retail Buildings (ARB)

1.4.4 Phasing of Additional Buildings

1.4.5 Proposed Major Department Stores (MDS)

1.4.6 AIB, MIB, MDS (in Phase 3 Submission)

1.4.7 Summary of MIB, AIB, ARB and MDS by Phase

1.4.8 Parking Management Plan

TOPOGRAPHIC MAP

INFRASTRUCTURE

1.6.1 Roadways and Infrastructure

1.6.2 Transit

1.6.3 Pedestrian Routes & Improvements

1.6.4 Bicycle Lanes & Improvements

1.6.5 Utilities

OPEN SPACE

RETAIL PLAN
City Place Santa Clara

DAP - TABLE OF CONTENTS

1.4.1 1.4.1

1.4.1 1.4.1

1.4.1 1.4.1

1.4-2

1.5-1

1.6-1

1.6-2

1.6-3

1.6-4

1.6-5

1. 7-1

1.8-1
DEVELOPMENT AREA PLAN (DAP) 2
PHASE 2, PARCEL 4

1.0 KEY PLAN
ft RELATED
Gensler
City Place Santa Clara
DAP-2 - 1.0 KEY PLAN 1.0-1
DEVELOPMENT AREA PLAN (DAP) 2
PHASE 2, PARCEL 4

1.1 WRITTEN NARRATIVE OF

COMPLIANCE WITH MCP
The following document is submitted to the City of Santa Clara as the formal OAP Application and will be referred to as OAP 2, Phase 2, Parcel 4. Submission to comply with
the requirements of the City Place Santa Clara Master
Community Plan (MCP) Volume 1, dated April 5, 2017

1.1(a) PROPOSED LAND USE PROGRAM
The Phase 2 site includes area from blocks 4B, 4D, 4E, 4F and 4H which are a part of Parcel 4 located on the north of the Phase 1 site between Stars & Stripes and Second Street and Avenue C and Creekside Drive forming a district which is the heart of the City Center retail, food and beverage and entertainment activity.

Block 4B at the west along Creekside Drive, contains office, entertainment, retail and food & beverage venues as well as an entry to the district.

Blocks 4E and 4F are comprised of the Global Food Market and retail structures located in the center of the
development as well as a large plaza that is part of the shared public outdoor open space, all west of Centennial Blvd . These Blocks also have loft style office buildings at the east side of Centennial Avenue composed of cross laminated timber (CLT) structures with smaller retail structures to the west. The offices connect to the Global Food Market visually and with a smaller plaza space.

Block 4H houses a large parking garage with retail and food & beverage at the ground floor along Avenue B that serves the development.

Block 4D encompasses development between First and
Second Streets and Avenue A and Avenue B. It has two
major uses - hotel, health club, residential apartments, structured parking and residential serviced apartments - both of which are supported by office, retail, food &
beverage and entertainment functions. The hotel is located at the west side of Block 4D and the residences at the east side.
ft RELATED
Gensler
DAP-2 - 1.1(a).i SQUARE FOOTAGE OF

NON-RESIDENTIAL & RESIDENTIAL AREAS

PRIMARY LAND USE BLOCK LOCATION
Offt<e 4E 4f 4D
Retall l Foo(! &. Beverage 4B4E4F4H 4D
Hotel 40
Residential Apts,/
Residential Serviced 40
Apartments
Entertainment 4E
TOTAL
SF/
UNITS
SF
SF
220
500
SF

GROSS AREA
(SF)
435 000
555000
180000
530,000
1,750,000
BLOCK 4D

RESIDENTIAL/

RETAIL/F&B
City Place Santa Clara
DAP- 2 - 1.1 WRITTEN NARRATIVE OF COMPLIANCE WITH MCP
_I

1.1-1 r,--,
. 1" = 100'-0" fl)
DEVELOPMENT AREA PLAN (DAP) 2
PHASE 2, PARCEL 4

1.1(a).ii CALCULATION OF PARKING

SPACES BY USE PER MCP
PHASE 2 - PARKING SUPPLY ANALYSIS
For the DAP 2, Phase 2 building development, Related is committed to supplying a minimum of 4,400 structured parking spaces that will be located below the street level in Blocks SA, SB and SC (refer to DAP 1, Phase 1, Parcel 5), a free -standing parking structure in Block 4H, and on-street parking.

The Master Community Plan (MCP) provides for the following parking ratios to be applied to the specific proposed land uses within the Phase 2 development :
1 .l(a).ii CALCULATION OF PARKING

SPACES BY USE PER MCP
S'IZE PARKI NG LAND USE. (SP/ K!YS/ PARKING RATIO DEMAND UNITS) Amal 405,000 4.5 1)@1'1,DOO SF 1,823
Food &. Bevenlge 150,000 1.5 per 1,000 SF 225
Entarmlnmtrrt 50,000 2.5 pa-1,000SF 125 -T- 2 #1 73
Hotel 220 1.0 per ROOM 220
Rffldentlal soo 1.5 per UNIT 750
Office 435,000 3.0 per 1,000 SF 1,305
TOTAL 4 ,448
The appl ication of the MCP parking ratios to the proposed land use sizes results in a recommended parking supply of 4 ,448 parking spaces.

In addition to these provided parking ratios for specified land uses, the MCP allows for the potential reduction of these parking ratios at a rate up to 25-percent below the supply ratios specified to accommodate future patterns of parking utilization (beyond the document creations in 2016) and to allow for access by patrons of other stadium events during evenings and weekends. There are documented changes in parking utilization patterns that have occurred in the previous 3 years that justify a request for a decrease in the parking ratio that fall well within the allowed 25-percent reduction recommended in the MCP.

One of the primary factors that has impacted parking utilization (since 2016) has been the mobility transformation of ridehailing applications replacing the personal automobile for destination trips. Ride-hailing applications are having influence on the methods people choose for transportation to their destinations in a substantial way, thus reducing the need for parking. Since companies like Uber and Lyft have arrived, consumers have altered their choices for mobility and they are opting for ridehailing services to avoid the challenges of driving, the cost and availability of parking, and often the hassles associated with renting a car. In fact, a recent Gallup poll has shown that 30-percent of all Americans use ride hailing with that percentage going up to 45-percent for those aged 18- to 29-years. Use also increases for those in the city (vs. suburb) and people with higher income (at 41-percent).

RELATED City Place Santa Clara
Gensler DAP-2 - 1.1
Although ride hailing companies will not share their specific data, these mobility services are used everywhere, with most notable impacts to parking demand occurring at hotels, restaurants, event centers and airports.

The impact to parking demand for this project would largely occur at hotels, restaurants, bars and entertainment venues. This reduction has largely been attributed to the ride-hailing services providing more convenience and, In many cases, less cost versus acquiring a rental car. It is very common for hotel guest trips to originate at the airport (their arrival city) where ride-hailing has been easily accommodated very near the airport arrival area. Directional signs and information shown on the app on their phone directs users to the areas where only a few short minutes later their driver is waiting. -, ...
...
...
...

Ca r Rental vs. Taxi vs. Ride-Hailing
Q1201A CUX)lJ QlXIU QJ 21117
In fact, travel expense management systems providers have found that business travelers reporting their expenses have directly shown that this change in transportation habit is increasing year over year. Since 2014 the use has increased from 9-percent to 59-percent in 2017 according to their data .

Hoteliers have seen this paradigm shift in travel and many major hotels have created designated ride-hailing designated pick-up zones to accommodate these users.

Further evidence to this change in travel patterns, several hotels were surveyed to the size of their hotel, e.g., number of rooms and the vehicles parked in their garage. Those results are:

Table 1
Hotel Brand Rooms Averc1ge Hotel Average Pe.:ik C.:ir~ P;;irkmg Dem.:ind Occupancy Per Day Per Room
Doubletree San Jose 505 82% 125 0.25
Nia Hotel, Menlo Park 250 77'1', 33 0.13
WestinSFO 420 85% 99 0.24
AloftSFO 291 9Sll n 0.2A
BRIX North Hotel
Rl!Sidence lrm • Springhill 400 87% 171 0.43
Suitt'~
Source: Ace Parking - 2019

1.1-2
DEVELOPMENT AREA PLAN (DAP) 2
PHASE 2, PARCEL 4

1.1(a).iii CALCULATION OF PARKING

SPACES BY USE PER MCP
The availability of ride-hailing and its pricing and convenience has also had a substant ial effect on the parking demand for restaurants, bars and entertainment venues that serve alcohol. In fact, several recent studies have Indicated that drunk driving related accidents have dropped from 25- to 30-percent in communities where robust ride-hailing services are available. The impact to parking is that there has been lesser demand for parking at these types of venues as customers have chosen to be responsible and choose these ride services over driving their own automobile when consuming alcohol.

With the impact of ride-sharing services to the utilization of parking (over the last 3-years) additional fact ors to support reduced parking supply have developed Including : reduced car ownership trends nationwide; car sharing service potential ; and, proximity to regional transit centers. Related is proposing the following modified parking supply ratios for Phase 2 as shown in Table 3:
1,1(a).iii PARKING SUPPLY (PROPOSED)
SIZE PARKING LAND USE (SF/ KEYS/ PARKING RATIO OmTO, DEMAND Retail 405,000 3.9 per 1,000 SF 1,580
Food & Beverage 150,000 1.5 per 1,000 SF 225
Entertainment 50,000 2.5 per 1,000 SF 125
Sub-Total 1,930
Hotel 220 0.5 per ROOM 110
Resldentlal 500 1.0 per UNIT 500
Office 435,000 3.0 per 1,000 SF 1,305
TOTAL 3,845
Modified from MCP
The following is the detail of the requested variance in the amount of parking spaces provided by incorporating the recent changes in the parking utilization patterns as shown in Table 2:

Table 2

LAND USE PARKING SPACES
Retail ·253
Hotel ·110
Resldentlal Serviced
·250
TOTAL -613

RELATED
In summary, Related is committing to providing capacity for 3,845 parking spaces in a combination of structured parking garages, on-street parking, and valet parking storage increment (additional capacity created by storing valet parked cars in greater density) as described In Table 3:

Table 3

PARKING SUPPLY SPACES
Block 4H 2 920
Block 40 Residential 500
On-Street 150
Valet Storage I ncrement 275
TOTAL 3 845
This parking supply of 3,845 spaces will accommodate the parking needs of the land uses described for Phase 2 and Is a reduction of 15- percent In the recommended parking supply required by the MCP. These reductions are In line with the provision of the MCP that states •reduction of these parking ratios at a rate up to 25-percent below the supply ratios specified to accommodate future patterns of parking utilization (beyond the document creations in 2016) .

This reduction is warranted with the change in parking utilization that includes:
• Impact of ride-hailing applications that reduce personal auto trips • Close proximity to Santa Clara/Great America (multi-modal) Transit Center • Projection for national trend of less personal car ownership • Residential Serviced Apartments have less demand for parking versus conventional residential with more transient li ving arrangements
• Commitment of bicycle resources including storage and changing facilities These 3,845 spaces provide the full-time dedicated component of parking supply. Related also plans to implement shared parking agreements with office users whereby up to 75-percent of the office parking supply will be made available for the project's retail , F&B and entertainment patrons during weekday, evenings, and days on weekends.

This incremental evening and weekend supply from Phase 1 and Phase 2 office parking would translate to approximately 1,900 spaces of additional parking supply after office hours and would provide peak period parking supply for nights and weekends well above the parking ratios recommended in the MCP.

Therefore, the parking spaces available for retail uses wi ll ensure that up to 1,930 spaces are available for weekday use and approximately 3,830 spaces (1,930 spaces+ 1900 spaces) during nights and weekends. This parking will be provided within close proximity to these high demand retai l locations, emphasizing convenience and accessibility.

In addition, the parking facilities shall implement a Parking Management/Wayfinding Program that will include message reader boards, intelligent parking management systems, etc. to improve parking utilization rates in keeping with the intent of the MCP guidelines.

Developer may, at a later date, propose to the City an arrangement whereby Developer would construct a surface parking lot that wou ld accommodate 500 parking spaces on an area of the project outside of the Phase 2 lease premises, in which event such 500 parking spaces (or a portion thereof) may be removed from the parking structure located on Block 4H . One potential location for such surface parking lot is the portion of the future Phase 4 land that is north of Block 4B and west of Block 4D. This arrangement (a nd associated business terms) would be subject to mutual agreement of the City and Developer prior to t he issuance of the first building permit for Phase 2.

City Place Santa Clara
Gensler DAP-2 - 1.1 IDENTIFICATION OF SHARED PARKING OPPORTUNITIES 1.1-2.1 DEVELOPMENT AREA PLAN (DAP) 2
PHASE 2, PARCEL 4

1.l(a).iv PROPOSED PARKING
LEGEND

PARKING STRUCTURE

STREET PARKING
PARKING TYPE NO.OF
SPACES
PARKING STRUCTURE 2920
STREET PARKING 150
RESIDENTIAL PARKING 500
VALET STORAGE 275

INCREMENT
TOTAL 3,845
ft RELATED
Gensler DAP-2 - 1.1
BLOCK 4D

RESIDENTIAL/

RETAIL/F&B
City Place Santa Clara

1.1-3 r,r-,,l"""'i...,------...
. 1" = 100'-0" fl) 0 ~ ~
DEVELOPMENT AREA PLAN (OAP) 2
PHASE 2, PARCEL 4

1.1.( c) INFRASTRUCTURE DESCRIPTION
Planned Development
DAP 2 sits within Parcel 4, and contains portions of Blocks 4B, 4D, 4E, 4F, 4H encompassing an area of approximately 44.8-acres and includes offices, a hotel, a health club parking garage, Global Food Market, residential serviced apartments, residential, retail, food and beverage and entertainment.

The DAP 2, Parcel 4 site boundaries are delineated as follows :

Relocated Stars and Stripes Drive to the south
• Second Street to the north
• San Tomas Aquino Creek to the west
UPRR railroad right-of-way (west of Lafayette Street) to the east It is important to note that infrastructure design for future Phases 3 and 4 are under design in Phase 2 for a complete Parcel 4 (City Center). Infrastructure will be built to accommodate each Phase occurs.

Planned Infrastructure
Site A«:e$$ and BPadwav,s
Site Access and Rm1dwavs
Access points to the south of Parcel 4 will be via Stars and Stripes Drive and Avenue A, Centennial Blvd., and, Avenue C. Access points to the west of Parcel 4 will be via new roadway connections to Great America Parkway at City Place Parkway. Access points to the east of Parcel 4 will be via the transit plaza connection at Avenue C.

New roadways will include sidewalks, crosswalks, and street parking where possible. New roadways will include bike lanes, and Creekside Drive which has a Class 1 Bike Path running parallel to San Tomas Aquino Creek.

Drop off zones for ride-hailing type services will be provided at strategic locations. In addition, shuttle bus drop off and pick up zones primarily for use of office workers will be provided on streets where appropriate.

Roadway intersections will be signalized where warranted, as determined by the traffic analysis; refer to Section 1.13.

Storm Pcainaae
The storm drainage system for the site will be an underground gravity network of pipes, catch basin, manholes, water quality treatment measures and other appurtenances. The storm drain system will have a number of outlet points including :

North : new gravity outfalls to existing drainage swales north of City Place Parkway
East: gravity outfalls (existing and new) into the existing railroad ditch at the easterly edge of Parcel 4.
• West: new gravity outfall into San Tomas Aquino Creek west of the intersection of Creekside Drive and Stars & Stripes Drive The building roof drainage will be via internal systems with connection to stormwater quality treatment (low impact
development) features prior to connection to the storm drain system. The public storm drain system will be designed in accordance with City Design Criteria. Public streets will be designed such that the 100-year event flow remains within the roadway limits and not extend into private property.
ft RELATED
Gensler
P9tabte Water
Parcel 4 will be served by the water mains located in the relocated Stars and Stripes Drive installed as part of the Phase 1 Tasman Block improvements. An additional connection to the existing water system will be made in Great America Parkway at the northwest corner of Parcel

4. New watermains will be installed within street right-of-way's throughout Parcel 4. The site will include a combined domestic and fire water system "looped'' network with a minimum two points of connection to the existing system.

Becvcled Water
The Parcel 4 blocks that comprise DAP 2 (4B, 4D, 4E, 4F, 4H) will be served by existing recycled water mains located within the Great America Parkway right-of-way, and also within an existing easement that runs along the north boundary of Parcel 4. New recycled water mains will be installed within street right-of-way's throughout Parcel 4 to serve the Blocks that are a part of DAP 2. The new recycled water system for Parcel 4 will be connected to the recycled water main located in Stars and Stripes Drive, which is being constructed as part of DAP 1, Phase 1, Parcel 5. Connections between Parcels 4 and 5 will occur at the five Stars and Stripes Avenue
intersections (Creekside, Avenue A, Centennial, Avenue B, and Avenue CJ . This new recycled water system will have a
minimum of two points of connection to the existing recycled water mains creating a "looped" network between Parcels 4 and 5 and the existing system.

Wastewater
The Parcel 4 blocks that comprise DAP 2 (4B, 4D, 4E, 4F, 4H) will be served by sanitary sewer points of connection located within the relocated Stars and Stripes Drive to the south. An additional sewer connection will be made at an existing sanitary sewer manhole located within an existing City sanitary sewer easement located along the northerly parcel line of Parcel 4. New sanitary sewer mains and manholes will be installed within street rights-of-way throughout Parcel 4 to the Blocks associated with DAP 2, with lateral connections to the buildings.

Street Liahtina
Street lights will be installed throughout Parcel 4 on new streets in compliance with the MCP.

City Place Santa Clara

1.1.( c) INFRASTRUCTURE DESCRIPTION
Electric Gas and Tetemmmunications
Electric:

The current design for Parcels 4 and 5 indicates that a new underground vault just east of Centennial along the north side of Tasman Drive could be utilized for new connection to SVP feeder circuits.

SVP has confirmed that to provide electrical service to the new development, new circuits would need to be installed and extended from the existing "Northern Receiving Substation" located south of Levi's stadium. Specifically, it is expected that four new 600A, 12kV feeder lines would be needed to serve Parcel 4 and Parcel 5.

Gas Main:

PG&E service will be extended from Tasman Drive to serve Parcel 4 and Parcel 5. Gas mains would typically be extended in a joint trench with SVP electric facilities. Trenches are estimated to be 36'' to 48'' wide to accommodate 12'' separation requirements.

Further coordination with PG&E for final design plans will be required.

Telecommunication:

AT&T will provide service to one Main Point of Entry (MPOE) for up to one building on each non-contiguous property. AT&T will serve multiple buildings on one property, but the applicant will be billed for the estimated cost of the additional AT&T services.

The applicant is responsible for trenching and installation of AT&T conduits.

Conduits for new Comcast service would typically be installed by Comcast contractors in an "open trench" provided by the developer. Number and sizes of conduits would be based on the types of services desired for the development program.

1.1- 4
DEVELOPMENT AREA PLAN (OAP) 2
PHASE 2, PARCEL 4

1.1.(c) CONTEXTUAL INFORMATION ABOUT THE AREA

SURROUNDING THE SITE
Phase 2, Parcel 4 is located in the heart of the City Center development extending from Creekside Drive to Avenue C, and from Stars & Stripes to First Street. The shared
outdoor public open space faces Creekside Drive at the
west which serves as one of the future entry points to the development. The San Thomas-Aquino Creek runs at this
west side and has a developed landscape of trees and
shrubs.

To the east is the Tasman East development currently
underway which will provide housing, retail and food &
beverage options for residents. At the east side of City Center will be a neighborhood park with bike and
pedestrian pathways and amenities adjacent to the UP rail line, and Lafayette Street. East of Lafayette St is Tasman East a newly zoned area for residential development. At the southeast corner of the park and Phase 2 is the Santa Clara/ Great America Train platform located at the Transit Center with access to train and bus service. Light rail is located nearby on Tasman Drive.

To the north of Phase 2 is future development.

To the south is the Phase 1 development of City Center
with office, hotel and residential serviced apartments
along Tasman Drive which is a major gateway to City
Center.
ft RELATED
Gensler
City Place Santa Clara
DAP-2 - 1.1.( c) CONTEXTUAL INFORMATION 1.1-5
Gensler
DEVELOPMENT AREA PLAN (DAP) 2
PHASE 2, PARCEL 4
City Place Santa Clara
DAP-2 - DATA CHARTS
TOTAL 4.25 4.25 0.00 Complies
DAP 2, Phase 2 3.04 4.25 4.25 Includes deferral from Phase 1 DAP 1, Phase 1 1.21 - 1.21 Deferred area per Development Agreement.

Refer to 4.3. to Phase 2.

OPEN SPACE
FAR 1.14 0.90 0.24 Complies
AREA 35.0 44.5 9.5 Complies

UNIT MCP
(ACRES)

PROPOSED
(ACRES)

DIFFERENCE
(ACRES)

COMMENT
TOTAL 2,448,500 1,750,000 (698,500)
ENTERTAINMENT 190,000 50,000 (140,000) Permissible
RESIDENTIAL APTS./

RESIDENTIAL SERVICED

APARTMENTS
680,000 530,000 (150,000) Permissible
HOTEL 298,000 180,000 (118,000) Permissible
FOOD & BEVERAGE 195,000 150,000 (45,000) Permissible
RETAIL 789,500 405,000 (384,500) Permissible
OFFICE 296,000 435,000 139,000 Permissible

PROGRAM MCP
Vol 1, Table

3.21, pg. 41
(SF) / (UNITS)

PROPOSED
(SF) / (UNITS)

DIFFERENCE
(SF)

PERMISSABLE OR CONDITIONAL
See MCP Vol 1, Section 3.2, pg. 37
TOTAL 2,448,500 1,750,000 (698,500)
ENTERTAINMENT 190,000 50,000 (140,000)
RESIDENTIAL APTS./

RESIDENTIAL SERVICED

APARTMENTS
680,000 530,000 (150,000)
HOTEL 298,000 180,000 (118,000)
FOOD & BEVERAGE 195,000 150,000 (45,000)
RETAIL 789,500 405,000 (384,500)
OFFICE 296,000 435,000 139,000

PROGRAM MCP
(SF) / (UNITS)

PROPOSED
(SF) /
(UNITS)

DIFFERENCE
(SF) COMMENTS
BLOCK 4H 219 38 88 126 Complies
BLOCK 4E/4F 219 39 165 204 Office. Complies
BLOCK 4E/4F 219 38 107 145 Global Food Market. Complies BLOCK 4D 219 38 118 156 Complies
BLOCK 4D 219 39.5 118 157.5 Complies
BLOCK 4B 219 34 108 142 Complies
LOCATION MCP MAX.
(FT)

ESTIMATED

GROUND FLOOR

ELEVATION
(FT)

ANTICIPATED

HEIGHT (FT)

TOTAL HEIGHT
(ABOVE EL. 0'=0')
(FT)

COMMENT
TOTAL 4,448 3,845
SUBTOTAL 2,275 1,915
RESIDENTIAL APTS./ RESIDENTIAL
SERVICED APARTMENTS 500 1.5 / UNIT 750 1.0 / UNIT 500
HOTEL 220 1.0 / KEY 220 0.5 / KEY 110
OFFICE 435,000 3.0 / 1,000 SF 1,305 3.0 / 1,000 SF 1,305 SUB-TOTAL 2,173 1,930
ENTERTAINMENT 50,000 2.5 / 1,000 SF 125 2.5 / 1,000 SF 125 FOOD & BEVERAGE 150,000 1.5 / 1,000 SF 225 1.5 / 1,000 SF 225 RETAIL 405,000 4.5 / 1,000 SF 1,823 3.9 / 1,000 SF 1,580

LAND USE SIZE
(SF/KEYS/UNITS)

MCP SUGGESTED PARKING
RATIO per TABLE 3.3, MCP pg.
46 MCP PARKING

DEMAND PROPOSED PARKING RATIO PROPOSED PARKING
DEMAND
TOTAL 873,000 1,047,000 2,448,500 1,750,000 3,321,500 2,797,000 ENTERTAINMENT - - 190,000 50,000 190,000 50,000
RESIDENTIAL APTS./

RESIDENTIAL SERVICED

APARTMENTS
200,000 175,000 680,000 530,000 880,000 705,000
HOTEL 280,000 381,000 298,000 180,000 578,000 561,000
FOOD & BEVERAGE 25,000 29,600 195,000 150,000 220,000 179,600 RETAIL 62,000 21,400 789,500 405,000 851,500 426,400
OFFICE 306,000 440,000 296,000 435,000 602,000 875,000

APPROVED

DEVELOPMENT
(SF)
DAP 1
(SF)

APPROVED

DEVELOPMENT
(SF)
DAP 2
(SF)

APPROVED

DEVELOPMENT
(SF)
DAP 1 &
DAP 2
(SF)

PROGRAM
PREVIOUS DAPs CURRENT DAP TOTAL

1.2.1 PROGRAM OF USE AND APPROXIMATE AGGREGATE SQUARE

FOOTAGE OF USE INCLUDING OPEN SPACE

1.2.4 PARKING DATA TABLE

1.2.2 ESTIMATED PHASE OF AGGREGATED DEVELOPMENT VS. 1.2.5 OVERALL DEVELOPMENT BUILDOUT

TOTAL ALLOWABLE DEVELOPMENT PROGRAM

1.2.3.ANTICIPATED BUILDING HEIGHTS

1.2-1
PRO<iRAH
OFFICE
RETAIL

FOOD & BEVERAGE
HOTEL

RESIDENTIAL

ENTERTAINMENT
TOTAL
UNIT
AREA

PEN SPACE
OAP l , Phase l
OAP 2, Phase 2
TOTAL
PROPOSll!D Pll!RMlSSABU: OR CONDmONAL USIE
(SF) / ( UNITS) See MCP Vol 1, Section 3 .2, PV• 37
43S,000 SF PermisSJble use
40S,000 SF Permlss1ble Use
1S0,000 SF Permissible Use
180 000 SF Permissible Use
SJ0,000 SF PermlSSlble Use
so 000 SF Permissible Use
1, 7SO,OOO SF

HCP PROPOSED DIFFERENCE COMMENT
( ACRES) ( ACRES) ( ACRES)

35. 44 .S 9 .S

1.21 3.04 4.25
25 5

1.21 Deferred area per Development Agreement.

Refer to 4.3. to Ph<15e 2.

4.25 Sum of Pha5e 1 deferral and Phase 2 requirement
o.oo Complles

1.2.5 OVERALL DEVELOPMENT BUILDOUT

1.2. 2 ESTIMATED PHASE OF AGGREGATED DEVELOPMENT VS.

TOTAL ALLOWABLE DEVELOPMENT PROGRAM
MCP PROPOSED DIFFERENCE PROGRAM ALLOWABLE {SF)/ (SF) COMMENTS (SF) / (UNITS) ( UNITS)
2,546,400 SI
OFFICE maximum office 435,000 {2,111,400} development on Parcel 4
RETAIL Not defined 405,000 Not aoollcable
FOOD & BEVERAGE Not defined 150 000 Not aoollcable
1,028,000 SF

PROGRAM
OFFICE
HOTEL maximum hotel 180,000 {848,000) Phase 1 + 2 totals 561,000 SF RETAI L development all See Table 2.5 parcels FOOD & BEVERAGE
1,680,000 SI HOTEL 1,680 units 530,000 1,1so.ooo s1 Phase 1+ 2 totals 705,000 SF RESIDENTIAL maximum resid and 700 units.
area and unit on 500 units 1,180 unit: See Table 2.5
all parcels

RESIDENTIAL

ENTERTAI NMENT
ENTERTAINMENT Not defined 50,000 Nol applicable TOTAL
TOTAL 3 , 192,000 1 ,750,000 ( 2 ,959, 400)

1.2.3.ANTICIPATED BUILDING HEIGHTS
l!STlMATlO TOTAL HEIGHT
LOCATION MCPHAX, (;ROUND A..OOR ANTICIPATED (ABOVE EL. O'• O') COMMENT ( FT) f:Lfi'A.TION H IGHT (l'T) ( FT) ( FT)
BLOCK oll8 219 3• !OB 1"2 ComoHes
DLOCK 4D 219 39 . .S 11B 157.5 Complies
~ •n ... '" ,. ''" Bl.OOC 4f:/4F 219 l8 107 14$ Glob a Food r,4llrlcf't . Com ah 1111, BLOOC -4E/ f 219 39 165 20• Office, Com Hes
llU)CK 4H 219 38 .. 126 (omplles

RELATED

PREVIOUS
DAPs
OAP 1
(SF)
440,000
21 400
29 600
381 000
175 000
-
1,047,000

CURRENT OAP TOTAL
OAP 2 OAP 1 + 2
(SF) (SF)
435,000 875,000
405 000 426 400
150 000 179 600
180.000 561 000
530 000 705 000
so 000 so 000
1,750,000 2,797,000
DEVELOPMENT AREA PLAN (DAP) 2
PHASE 2, PARCEL 4

1.3 SITE PLAN
EXHIBIT 1.3
ft RELATED
Gensler
L FUTURE DAP 3, PHASE 3 PARCEL 4A 4C 4G _J
BLOCK 4D

RESIDENTIAL/

RETAIL/F&B
. [9
BLOCK 4H

PARKING/

RETAIL/F&B
~--------REFER TO DAP 1, PARCEL 5, PHASE 1 -------------~ City Place Santa Clara
DAP-2 SITE PLAN 1.3-1 r,--,
. 1" = 100'-0" fl)
LEVEL 1
DEVELOPMENT AREA PLAN (DAP) 2
PHASE 2, PARCEL 4
EXHIBIT 1,3,1 : LOCATION OF POTENTIAL
USES - BLOCK 4B
RETAIL/OFFICE/ENTERTAINMENT - LEVEL 1-5
LEGEND
ti
□ 11 1 \\
\~,~ l 1:~ ~
LEVEL 2
ft RELATED
ti
□ 11 1 \\
\~,~11:~ ~~ LEVEL 3
City Place Santa Clara
~~~~~~~~~-:f. C
o ·
ti
□ 11]~~
\\
\~~, ,1:~ ~~ LEVEL 4
Gensler 1.3.1 SITE PLAN AND LOCATION OF POTENTIAL USES

CONCEPTUAL PLAN FOR

ILLUSTRATIVE PURPOSES ONLY
CJ
~~~I
11][~~1
t!
~;;:;;;;ti~'=-~~~~~-2-----j~

LEVEL S
1,3-2 r-r,-,..l""'"i.,--------, Asindicated f/J 0 25 50 100 DEVELOPMENT AREA PLAN (DAP) 2
PHASE 2, PARCEL 4
EXHIBIT 1,3,1 : LOCATION OF
POTENTIAL USES - BLOCK 4E/ 4F GLOBAL
FOOD MARKET /RETAIL - LEVELS 1-2
LEGEND
-■■■■ OFFICE FOOD & BEVERAGE
RETAIL
HOTEL ~-~
::::: ~ RESIDENTIAL PARKING

ENTERTAINMENT
lffi
r:J ~ .. =-~~~--~--~-~--~~~-=L
--STARS-ANO STRIPES-DRIVES---
LEVEL 1 LEVEL 2
ft RELATED City Place Santa Clara
Gensler 1.3.1 SITE PLAN AND LOCATION OF POTENTIAL USES

CONCEPTUAL PLAN FOR

ILLUSTRATIVE PURPOSES ONLY

1.3-3 r-r,-,.l"""'i---,.---, As indicated f/J 0 25 50 100 LEVEL 1
DEVELOPMENT AREA PLAN (DAP) 2
PHASE 2, PARCEL 4
EXHIBIT 1,3,1 : LOCATION OF
POTENTIAL USES - BLOCK 4E/ 4F
OFFICE/RETAIL - LEVELS 1-5
LEGEND
-■■■ i OFFICE FOOD & BEVERAGE
RETAIL
HOTEL ~-~
-■■■■ RESIDENTIAL PARKING

ENTERTAINMENT
LEVEL2
ft RELATED
Gensler
D D
DD DD
LEVEL 3 LEVEL4
City Place Santa Clara

1.3.1 SITE PLAN AND LOCATION OF POTENTIAL USES
D

CONCEPTUAL PLAN FOR

ILLUSTRATIVE PURPOSES ONLY
D
LEVEL 5

1.3-4 r-r,-,..l"""'i.,--------, As indicated f/J 0 25 50 100 DEVELOPMENT AREA PLAN (DAP) 2
PHASE 2, PARCEL 4
EXHIBIT 1,3,1 : LOCATION OF
POTENTIAL USES - BLOCK 4H
PARKING/RETAIL/F&B - LEVEL 1-7
LEGEND
■■■■■ OFFICE FOOD & BEVERAGE
RETAIL
HOTEL ~-~
-■■■■ RESIDENTIAL

PARKING

ENTERTAINMENT
LEVEL 1
ft RELATED
Gensler

SPACE COUNT
Pl 241
P2 443
P3 444
P4 444
PS 444
P6 444
P7 460
TOTAL 2,920
_JI ' ' - I I
~& ~ p A I

JI ' ' - I I
~,i'./ ~ p I"¾ I I
_j I
~dS ~
I ~ I
~ " '" ~le~
R-'° ~ Sc
B ; , , ... ... ' ¾-
t= - ' '---=
~"' 1. 'I
• l ~
l:1
• r.l.
" : ~-1,.
• " - ~ ,v ~, I i 'fl ~ ,v ~, I i " ~
LEVEL 2 LEVEL 3·6 LEVEL 7
City Place Santa Clara

1.3.1 SITE PLAN AND LOCATION OF POTENTIAL USES
' '
p
~ ~
- I I
A I
I
I
H c=
, ~
...
' ~~
L
L ll,I

CONCEPTUAL PLAN FOR

ILLUSTRATIVE PURPOSES ONLY
1 3 5 . - ---------, r=,,--, As tn
. a1c· ate d f/) 0 25 50
DEVELOPMENT AREA PLAN (DAP) 2
PHASE 2, PARCEL 4
EXHIBIT 1,3,1 : LOCATION OF POTENTIAL USES -
BLOCK 4D HOTEL/ RESIDENTIAL/ HEAL TH
CLUB/RETAIL/F&B - LEVELS 1-6
LEGEND
-■■■■• OFFICE FOOD & BEVERAGE
RETAIL
HOTEL ~-~
-■■■■ RESIDENTIAL PARKING

ENTERTAINMENT
ft RELATED
Gensler
ECOND...ST
LEVEL 2
-=- ►
LEVEL 1
l'-----_
LEVEL 4
1111
~~ h J
i n . i

LEVEL J
City Place Santa Clara

1.3.1 SITE PLAN AND LOCATION OF POTENTIAL USES
□ LEVEL 6
(I I I
n . LEVEL 5

CONCEPTUAL PLAN FOR

ILLUSTRATIVE PURPOSES ONLY
J
i

1.3-6 r-r,-,.l"""'i---,.---, As indicated f/J 0 25 50 100 DEVELOPMENT AREA PLAN (DAP) 2
PHASE 2, PARCEL 4
EXHIBIT 1,3,1 : LOCATION OF POTENTIAL USES -
BLOCK 4D HOTEL/RESIDENTIAL/HEALTH CLUB/
RETAIL/ F&B - LEVELS 7-11
LEGEND
■■■■■j OFFICE

FOOD & BEVERAGE
RETAIL
HOTEL ~-~
-■■■■ RESIDENTIAL PARKING

ENTERTAINMENT
ft RELATED
Gensler
LEVEL 7-11
City Place Santa Clara

1.3.1 SITE PLAN AND LOCATION OF POTENTIAL USES

CONCEPTUAL PLAN FOR

ILLUSTRATIVE PURPOSES ONLY

1. 3-7 r-r,-,.l"""'i---,.---, As indicated f/J 0 25 50 100 DEVELOPMENT AREA PLAN (DAP) 2
PHASE 2, PARCEL 4
EXHIBIT 1.3.1 : LOCATION OF POTENTIAL USES -
BLOCK 4D/RESIDENTIAL APTS. LEVELS 1 - 1.5
LEGEND
-■■■■ OFFICE FOOD & BEVERAGE ~-~
-~~~! RETAIL :"' HOTEL
~-~ RESIDENTIAL
.:::: PARKING

ENTERTAINMENT

SPACE COUNT
LVL 1 65
LVL 2 185
LVL 3 170
MEZZ 80
TOTAL 500
ft RELATED
MA
/
IL__________L___~-LJ---------j~ I
J ~---~-~I
mrn:rn:

City Place Santa Clara

1.3.1 SITE PLAN AND LOCATION OF POTENTIAL USES
COURT '""" ~~
"'

CONCEPTUAL PLAN FOR

ILLUSTRATIVE PURPOSES ONLY
◄ VEHICULAR
"""
◄ LOADING ENTRY
◄ PARKING
"""

1.3-8 r-r,-..r--1---..---. As indicated f/J 0 25 50 100 DEVELOPMENT AREA PLAN (DAP) 2
PHASE 2, PARCEL 4
EXHIBIT 1.3.1.: LOCATION OF POTENTIAL USES - BLOCK
4D/RESIDENTIAL APTS. LEVELS 2 - 3
LEGEND
■■■■ OFFICE FOOD & BEVERAGE
RETAIL
HOTEL ~-~
~-~ RESIDENTIAL

PARKING

ENTERTAINMENT
ft RELATED City Place Santa Clara
MA 1.3.1 SITE PLAN AND LOCATION OF POTENTIAL USES

CONCEPTUAL PLAN FOR

ILLUSTRATIVE PURPOSES ONLY

1.3-9 ~r,.,_l"""'i..---- As indicated f/J 0 25 50 100
DEVELOPMENT AREA PLAN (DAP) 2
PHASE 2, PARCEL 4
EXHIBIT 1.3.1.: LOCATION OF POTENTIAL USES -
BLOCK 4D/RESIDENTIAL APTS. LEVELS 4 - 5
LEGEND
-■■■■! OFFICE FOOD & BEVERAGE
RETAIL
HOTEL
~-~ RESIDENTIAL
.:::: PARKING

ENTERTAINMENT
2 ~.;~,';-5
ft RELATED
MA
oeano

AMENITIES
=ow
City Place Santa Clara

1.3.1 SITE PLAN AND LOCATION OF POTENTIAL USES

CONCEPTUAL PLAN FOR

ILLUSTRATIVE PURPOSES ONLY

1.3-10 r-r,-..r--1---..---. Asindicated f/J 0 25 50 100 DEVELOPMENT AREA PLAN (DAP) 2
PHASE 2, PARCEL 4
EXHIBIT 1.3.1.: LOCATION OF POTENTIAL USES -
BLOCK 4D/RESIDENTIAL APTS. LEVELS 6 - 7
LEGEND
'--■■■■ OFFICE FOOD & BEVERAGE --~
--■■■■ RETAIL HOTEL ~-~
~-~ RESIDENTIAL
~~~~~ PARKING
~-~ ENTERTAINMENT
2 ~.;~,';- 7
ft RELATED
MA
City Place Santa Clara

1.3.1 SITE PLAN AND LOCATION OF POTENTIAL USES

CONCEPTUAL PLAN FOR

ILLUSTRATIVE PURPOSES ONLY

1.3-11 r-r,-..r--1---..---. Asindicated f/J 0 25 50 100 DEVELOPMENT AREA PLAN (DAP) 2
PHASE 2, PARCEL 4

1.3.2 - PHASE BLOCKS, PARCEL BOUNDARIES
EXHIBIT 1.3.2
.>. ' '-::,' c!S" ,0:1 E' ~ ' " €'
---=:-..__ L:__J EXISTING ::- '
-=::::-~ -- PARKl~ -
ff = ~~==
---
.
;.

LEGEND
PHASE2 - - - - - -PHASE3 PHASE4 - - - -
BLOCK 4E/4F !
354.5'
PARCEL 5 (SEE DAP 1)
I
ID
w
:,
z
w
'<
!B BLOCK4H
244'
RELATED RELATED SANTA CLARA -G-e-ns_l_e_r ___________________________________________________________ (/) DAP-2 PHASE BLOCKS, PARCEL BOUNDARIES 1.3-12r, ,...,.. ,;-,.,.. ~ --,.,~-~,;. 1"=100• DEVELOPMENT AREA PLAN (OAP) 2
PHASE 2, PARCEL 4

1.3.3- LOCATION OF PUBLIC PROPERTY
EXHIBIT 1.3.3
LEGEND

PRIVATE PROPERTY PUBLIC PROPERTY
PHASE 2 BOUNDARY
BLOCK4A
/ I I
\)
t/
RELATED RELATED SANTA CLARA _G_e_n_s-le_r _________________________________________________________________ (/) PARCEL 5 (SEE DAP 1) DAP-2 LOCATION OF PUBLIC PROPERTY 1.3-13r, r-,-,;-,-r~- ,001-1 -~,;. 1"=100' DEVELOPMENT AREA PLAN (DAP) 2
PHASE 2, PARCEL 4

1.3.4 PARCEL4 FLOOR AREA RATIO

LAND USE
[Office
Retail

UNITS GROSS AREA
(SF)
Structured Parking
LEGEND
220
435,000
405,000
150,000
180,000
500 530,000
50,000
1, 750,000
1,186, 114
■■■I OFFICE FOOD & BEVERAGE
■ ■ ■ RETAIL HOTEL
-■■■■ RESIDENTIAL PARKING

ENTERTAINMENT
ft RELATED
Gensler

LOT AREA
(ACRES)

44.5 TOTAL
GFA
1,750,000

FLOOR AREA
RATIO

0.90 GROUND FLOOR PLAN
City Place Santa Clara
DAP-2

CONCEPTUAL PLAN FOR

ILLUSTRATIVE PURPOSES ONLY
. 1.3-14-l~ri-,.l"""'i_.-._ __ _, 1" = 100'-0" fl) 0 ~ ~ DEVELOPMENT AREA PLAN (DAP) 2
PHASE 2, PARCEL 4
EXHIBIT 1,3,4 CONCEPTUAL

MASSING HEIGHT & BULK
LEGEND
■■■■■I OFFICE FOOD & BEVERAGE
RETAIL
HOTEL ~--~
-■■■■ RESIDENTIAL PARKING

ENTERTAINMENT
ft RELATED
Gensler
BLOCK 4D HOTEL/

HEAL TH CLUB/

RESIDENTIAL/
RETAIL/ FllB
BLOCK 40

RESIDENTIAL/

RETAIL/F&B
City Place Santa Clara
DAP-2 SITE PLAN
BLOCK 4H PARKING/RETAIL/Fil&

1.3-14-2 1" = 100'-0"
DEVELOPMENT AREA PLAN (DAP) 2
PHASE 2, PARCEL 4

1.3.4 (a): SITE SECTIONS
EXHIBIT 1.3.4 (a): SITE SECTIONS
BLOCK4B

RETAIL/OFFICE/ENTERTAINMENT
ft RELATED
F&P
- - ~ ax~-~,~ ------------------------------------------------------

SECTION A-A
!Mdrl~:1(111'
Mq~•&O'
_ __§~~vel __________________________________________________ _ First Street Entertainment Disbict Entertainment District Plaza Max. Height: 219' msl
SECTION B-8
' I
City Place Santa Clara
DAP-2 SITE SECTIONS
Entertainment District
Ulfn,IW!t(• 108'
----I
+
Stars and Stripes Drive
L
Avenue A

1.3-15
VuoiJI
fil □
1:11
r::3 D I
111 = 40'-0"
DEVELOPMENT AREA PLAN (DAP) 2
PHASE 2, PARCEL 4

1.3.4 (a): SITE SECTIONS
EXHIBIT 1.3.4 (a): SITE SECTIONS
BLOCK 4E/4F GLOBAL MARKET/ RETAIL
Max. Height: 219' msl

SECTION A-A
ltJJdirlgHeitJl:5T-11"
---- -.. ci 6 :CCt ~Holglt•5T- 11· IMii'IIIHll91:5T - 11' ~ 6 6 -~ -~~L=I _______________________________________________________ _ First Street Global Food Market Pavilions Global Food Market Plaza Global Food Market Pavilions Stars and Stripes Drive Max. Height: 219' msl

SECTION C-C
luldilgHtiglt: 117-1(1'
----- ' - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -,,, _ SeaL=I _______________________________________________________ _ ' - ,-;rs-, s-... - ,~ y -----------------Glo- b-al -Food- M-aot- et---------------~)~ StarsandSbipesDrive ) ft RELATED City Place Santa Clara
F&P DAP-2 SITE SECTIONS
Max. Height 219' msl

SECTIONB-B
Sea Level
I
'~---------~ Avenue A / Entertainment District j =
Max. Height 219' msl

SECTION D-D
_ Sealevel ______________ _
<~ ______ Glo_b_al _Food _ M_aot_et ____ ~ >

1.3-16 111 = 40'-0"
DEVELOPMENT AREA PLAN (DAP) 2
PHASE 2, PARCEL 4

1.3.4 (a): SITE SECTIONS
EXHIBIT 1.3.4 (a): SITE
SECTIONS BLOCK 4E/ 4F

OFFICE/RETAIL
Max. Height: 219' msl

SECTION A-A
~NngH-,t:G1' · 11" ~ltinglleift:~ -G'
~~
lul~i'-,HeiQlll:58'•6'
LM---- . ~
_ Sea level _______________________________________________________ _ ~ -----------------Town - S-qu_an, _ East _ P_a~-fo-ns----------------)1( Stars&Stripes > I
Max. Height: 219' msl

SECTIONC-C
&idinglieif1:Hl2'•2'
_ Sealevel _______________________________________________________ _ ~ Town Square East ;:K Sta"' & Stripes ~ I
ft RELATED City Place Santa Clara
F&P DAP-2 SITE SECTIONS
Max. Height 219' msl
SECTIONB-8
luldi'f!Heighl:11r- 2"
!Udlngtt.igh\•!58'-8"
~~ □ □ f E _ Sea level __________________________________ _ ' ~fj-C-en-ten-ni-al ~Blv* __________ Town - Sq- ua-re-East --------~* Avenue B 8 Max. Height: 219' msl

SECTIOND-D
9JldklgHeiglll • 102'· 2"
L _ Seal~! __________________________________ _
~ Centennial Blv * ~---------Town _ Sq_ ua_re_Ea_st ________ ~>k Avenue B 8

1.3-17 111 = 40'-0"
DEVELOPMENT AREA PLAN (DAP) 2
PHASE 2, PARCEL 4

1.3.4 (a): SITE SECTIONS
EXHIBIT 1.3.4 (a): SITE SECTIONS
BLOCK 4H PARKING
MAX. HEIGHT219'm5I . _. _. _. _. _ . _ . _. _ . _ . _. _. _ . _ . _. _ . _. _. _. _ . _ . _. _ . _. _ · - I-- ~:~:$
PARKING 111 -ill~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~,- - ~ I-_WHO~--~ $ --111~~~~~~~~~~~~~~~~ RKIN ~~~~~~~~~~~~~~~~ -- - N,__ - ~~;-~$ INTERSTITIALSPACi\.L_/A T REGULARLY OCCUPIED,

ENCLOSED AREAS

SECTION A

PARKING

PARKING
_J
7 I.
_ NAX. HEIGHT219'msl _ _ _ ___ _ _ _ _____ • _ . _ . _ . _ _ _____ _ _ _ ___ _ _ _ _____ • _ . _ . _ _ _ _ ___ _ _ _ _____ _ _ _ ___ _ _ • _ . _ . _ _ _ _ ___ _ _ _ _____ _ _ _ ___ _ _ • _ . _ . _ _ _ _ _____ _ - ~ SOLARARRAY
-""' '-----------------------------------------'-'"-'_"•-------------------------------------------;[ = I PARKING

PARKING
1'-c======~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~=====~~ - - ; .- - Me--.~; $ fc======~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ AR IN ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~=====~~ - - Nt-- - ~1:.~$ PARKING . PARKING
-t--=-,====-----------------------------------------------------------------------~ ====~~~~ - I- - ~~--~$ ·r ~ ~ --~ •;$ - ~ -
J PARKING : STA~S~STRIPES
.;;;;=.;;...ca.=-i=-----------------------------------------------------------------------==.;;..==;..;;;===;..;;;=====.;;..==.;;..==;..;;;=~;;;..;;..;;;=;;;;..;;..=•oj':.-~. - ~ _fllli_fil_ --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- _"_"_m;;,Al-,-.. -"-,,- -----,...-----1--fl - ~ "'°.i--.$

REGULARLY OCCUPIED,

ENCLOSED AREAS
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- - i,-~~ITt.!1~$-

SECTIONS
r. RELATED Garage, City Place Santa Clara -G-en-s-le-,-----------------------S-I_T_E_S_E_C_T_IO_N_S ______________ 1 __ 3 ___ 1s-ri~~l"""'i::::::;:::::,---f/) 0 25 50 DEVELOPMENT AREA PLAN (DAP) 2
PHASE 2, PARCEL 4

1.3.4 ~ : SITE SECTIONS
EXHIBIT 1.3.4 (a): SITE SECTIONS BLOCK 4D RESIDENTIAL/RETAIL/F&B Related
AQI
~~::r - -- - -- - -- - -- - -- - -- - -- - -- - -- - -- - -- - -- - -- - -- - M~e!~ $ ~EVEl.ll_ "'"q --
"'"q
+f
-f-
-
POQ. OECK I
ECIUINOJIQ.1.8
""'-
-~
-- --- -
-
-- -
-
-- - """' -- -
-
....
-- --- -
-
....

I -- - EOOINOXQ.111 -- - """'
I -- - """' ....
r-7 tlffll.llMING.CB:IC
I EOI.INOXQ.U9 I I NOIB.Lal'IIBfll.Mffl.,_ '"""
- -- - -- - -- -
-- -
-
"""' """'
.... ....
-
....
.... ....
-
....
.... """' .... """' .... ....
_, .. -
-~
-- - - --- - - '
'
-
,' -
'
- ' ;r; .l
I
' ' -~
I
- -~
I
_ T.O:!!$
~:$
/ ///// ///// /////// ///// ///// /////// ///// /////// /////// ///// /////// /////// ///// /////// //// // "//// / City Place Santa Clara
DAP-2 SITE SECTIONS
SECTIOtMA_(!)A!'2l I 1
1'•'1-4'~

1.3-19
DEVELOPMENT AREA PLAN (DAP) 2
PHASE 2, PARCEL 4

1.3.4 (a): SITE SECTIONS
EXHIBIT 1.3.4 (a): SITE
SECTIONS BLOCK 4D
RESIDENTIAL APTS.
~:-;1r _________ _ - -- - -- - -- - -- - -- - -- - -- - -- - -- - -- - Related
AQI
~PENTH_Ql,!SE
~1
_
~J_O _
~ -~ -
~~¥ -
~ -
~~¥ -
~ -~ -
I I I
/ / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / /, ''
ROOFI.EVEl.112.£XTS1AY
n
~YB._!!_.£XT~
__ LEVB.~.£XT- ~ __ LEVB.~.£XT~.;$-__ LEVB.__M_.£XI"~ __ LEVB.___R.£XT~$-__ LEVB.~-m~
SECTICJN. _ll!!_(!lml I 2
1"•'1-0"~
~ ---------------------------------------------- ~
: EXT.STAY
: exT. SlAY
City Place Santa Clara
DAP-2 SITE SECTIONS
_ _______fil1QF~01~~
__
L~os-exr:~$
__
L~05-m:~$
__
L~IM-m:~$
__
L~03-m:~$
__ ~ouxr~~$
SECTIO~ ~)t,k1.3-20
DEVELOPMENT AREA PLAN (DAP) 2
PHASE 2, PARCEL 4

1.3.4 (a): SITE SECTIONS
EXHIBIT 1.3.4 (a): SITE
SECTIONS BLOCK 4D
RESIDENTIAL APTS.
~~it
~~~INE
~~L_,_
~
r7
~-I
---n~ I
;1 """-
r ~
:I I
""""'
....... I
I
I
~ \
r, RESllENllALBEYOND I
\
I
,\ AMENITYBEYOl'IO .. ~- \, """"' ~ """- I • ....... I
"''"" : I
·- • I """- ·- • I
3 ~:~_!ION TOWER 2
,,_~~~
~~i._;
n
Cor.Nc»ITERRACEBEYOND ~ ' / ~ED
1----,--------,;;;;c::::J----t:;;; ,.;:=~==.--- 1 -=--1= ==u ti~ l I
-,,_ •-EtflRY.-•·J··1 RESILOBBY RESI 1 ; 1 _C001'1:f , ____ ~- BEYCN) L06BY 11-------c'l--:=:::--------tl rlll,LEVEL1 V-EL:O"
<1-JO'MSL ~
01 SECTION TOWER 1
~~-~--$-
~~~--$-
J,L~~--$-
M~~~--$-
L~fol.--$-
r. RELATED City Place Santa Clara
-M-A-----------------------------------------------------(I} SITE SECTIONS 1.3-21 rir--i-1"""1.----.... 0 ~ ~
DEVELOPMENT AREA PLAN (DAP) 2
PHASE 2, PARCEL 4

1.3.4 ( b): SITE ROADWAY SECTIONS

CREEKSIDE DR
(BT STARS & STRIPES DR AND SECOND STREED
90'ROW
✓.:-_-_-:_-_-:-::~ ?::-::-_-_-_-_- -':: '\
I 1 '\ '--, 11 I I
!1, ... .------1 : •s I I I
I "" w. I I I I I ,.., I .. ,
I
-------------.J

AVENUE A
(BT STARS & STRIPES DR AND SECOND STREED
76'ROW
"°'' ~L,TIUtf~MINT 1,,-,,nOUIINf{.tJM.lOONtc.M
IOO"'l'Of "'-tfl'llQM,t.f"~Mll:Ot

RELATED
Gensler

AVENUE A
(BT SECOND STREET AND CITY PLACE PARKWAY)
76' ROW
c-,~c ~-:-"'~=-; '-i ·- I jC-, I I I I
I - - I I I I I I I {~/· ·-~:J I I ._ _____________ ..

City Place Santa Clara
DAP-2 SITE SECTIONS 1.3-22
DEVELOPMENT AREA PLAN (DAP) 2
PHASE 2, PARCEL 4

1.3.4 (b): SITE ROADWAY SECTIONS

CENTENNIAL BLVD
(BT STARS & STRIPES DR AND FIRST STREET)
92'ROW
/:_-_--::=__~: ;: _-_-_-_- - 11 ----~ ,,
,,
tL--------1
I I
I • I
I I
·-, I
I C:: I
I
I
I 1.--.J:-"' ,, l \A .., .I -
i i : - r-· I

AVENUE B
(BT STARS & STRIPES DR AND SECOND STREET)
76'ROW
"°'' ~L,TIUtf~MINT 1,,-,,nOUIINf{.tJM.lOONtc.M
IOO"'l'Of "'-tfl'llQM,t.f"~Mll:Ot

RELATED
Gensler

CENTENNIAL BLVD
(BT FIRST STREET AND SECOND STREED
76' ROW

AVENU EC
(BTTRA SIT CENTER AND FIRST STREET)
70'·7S'ROW
/~----~:~-::-: __ :_-:::.:.::::,
I ''--, I I I tL-------1 : C~

I I I I
I .. - I I I I I I I
[f~t· i" j :J I I
I I ._ _____________ ..

City Place Santa Clara
DAP-2 SITE SECTIONS 1.3-23
DEVELOPMENT AREA PLAN (DAP) 2
PHASE 2, PARCEL 4

1.3.4 (b): SITE ROADWAY SECTIONS

FIRST STREET
(BT CREEKSIDE DR AND AVEN UE B)
76' ROW
,-:_-_-_----~:. ;, ::_-_-_-_-_- -- ---~ I 1 ... _,
11 I r~-----1 I c:: I I I
I • • I I I I I
I
I
- I - i : - r-"'
I

SECOND STREET
(BT AVENUE A AND AVENUE B)
94' ROW
"°'' ~L,TIUtf~MINT 1,,-,,nOUIINf{.tJM.lOONtc.M
IOO"'l'Of "'-tfl'llQM,t.f"~Mll:Ot

RELATED
Gensler

CITY PLACE PARKWAY
(BT GREAT AMERICA PKWY AND FIRST STREET)
l02' ROW
Tran\1t10n to meet Great America Parkway
@I C11y P1a,e Pa rkway
,_ ____ _
1'--=-----7
I I I • I I I
r--.J -
I _, ~,
~ - i - I -i -J-l I I : _____________ ..

Transition to meet Avenue C @ First Street
City Place Santa Clara
DAP-2 SITE SECTIONS 1.3-24
DEVELOPMENT AREA PLAN (DAP) 2
PHASE 2, PARCEL 4

1.3.5 PLANNED PUBLIC & PRIVATE OUTDOOR SPACE
LEGEND

PRIVATE SHARED OUTDOOR OPEN SPACE (ROOFTOP)

PUBLIC SHARED OUTDOOR OPEN SPACE
1,4AC
BLOCK 4E/4F

OFFICE/
RETAIL
BLOCK4H

PARKING/
RETAILJF&.B
- I
i
r. RELATED City Place Santa Clara -0-BJ _____________________________________________________ fl

1.3.5 PLANNED PUBLIC & PRIVATE OUTDOOR SPACE 1.3-25 r,--, 1" = 100'-o" 0 ~ ~ DEVELOPMENT AREA PLAN (DAP) 2
PHASE 2, PARCEL 4
EXHIBIT 1.3.6 - DIAGRAM OF PROPOSED ROADS AND SIDEWALKS EXHIB LEGEND

PROPOSED SIDEWALK/ PEDESTRIAN ACCESS
CLASS 1 BIKE PATH
CLASS 2 BIKE LANE CLASS 3 BIKE ROUTE CLASS 4 BIKE PATH
PHASE 2 BOUNDARY
I.

I
/I
I
\ BLOCK40
I \j/ I
BLOCK4C ,J
\ ,),
BLOCK4D
';J. BLOCK 4E/4F
z
z
w
(J
PARCEL 4 BOUNDARY
PARCEL 5 (SEE DAP 1)
m
w
:,
z
.!l!
<
m
w
:,
z
BLOCK4G
/
BLOCK4G/4H
I
\ BLOCK4H
y
i . l/i
I
!i /,/

RELATED RELATED SANTA CLARA ---------------------------------(/) Gensler DAP-2 DIAGRAM OF PROPOSED ROADS AND SIDEWALKS 1.3-25r, r-.,..,;-,-f' ~- ,001-, -----.,;. 1" = 100' Gensler
DEVELOPMENT AREA PLAN (DAP) 2
PHASE 2, PARCEL 4
City Place Santa Clara
DAP-2 - 1.4 DEVELOPMENT OBLIGATIONS
1 80-hotel keys moved to Phase 1 reviewed in advance with the City of Santa Clara Footnote:

MINIMUM 700,000 SF 1,750,000
ENTERTAINMENT - 50,000

RESIDENTIAL APTS /

RESIDENTIAL SERVICED APARTMENTS
200-units in Phases 1 & 2 in
aggregate 500

RETAIL /FOOD & BEVERAGE /
ENTERTAINMENT 750000 in aggegate in Phases 2 & 3 605,000 HOTEL1 And/or requirement satisfied with
Office SF 220
OFFICE 200,000 435,000

PROGRAM
PHASE 2

MINIMUM REQUIRED
PER DDA SECTION 5.3.2
(SF/KEYS/UNITS)
PHASE 2 PROPOSED
(SF/KEYS/
UNITS)
TOTAL MINIMUM & BEST EFFORTS 930,000 1,750,000
MINIMUM REQUIREMENT PER DDA 5.3.3 700,000 -
TOTAL 230,000 1,750,000
RESIDENTIAL SERVICED APARTMENTS - 200,000
RESIDENTIAL APARTMENTS - 330,000
RETAIL / FOOD & BEVERAGE / ENTERTAINMENT - 605,000
HOTEL - 180,000
OFFICE - 435,000

PROGRAM

BEST EFFORT TARGET
PER DDA 5.3.3
(SF)
PHASE 2 PROPOSED
(SF)
AGGREGATE (SF) 1,300,000 430,000 - 1,500,000 1,047,000 1,750,000 2,797,000 0 0

AREA (SF) - - - - - - - -

QUANTITY - - - - - - - -

MAJOR DEPARTMENT STORES - - - - - - - -
RESIDENTIAL APTS./

RESIDENTIAL SERVICED

APARTMENTS (SF)
- - - - 175,000 530,000 - 705,000
RESIDENTIAL APTS./

RESIDENTIAL SERVICED

APARTMENTS (UNITS)
200 - - - 200 500 - 700

RETAIL / FOOD & BEVERAGE /
ENTERTAINMENT (SF) - - 800,000 1,500,000 51,000 605,000 - 656,000 144,000 844,000 HOTEL (SF) - - - 381,000 180,000 - 561,000
HOTEL (KEYS) 300 - - - 480 220 - 700
OFFICE (SF) - - - - 440,000 435,000 - 875,000

PROGRAM
PHASES 1- 3

MINIMUM INITIAL

BUILDINGS

OFFICE/HOTEL/RETAIL
DDA Section 5.3.2
PHASES 1-2

ADDITIONAL INITIAL

BUIDLINGS

OFFICE/RETAIL/

RESTIDENTIAL
(BEST EFFORTS)
DDA Section 5.3.3
PHASES 1-3

MINIMUM RETAIL

BUILDINGS
DDA Section 5.3.4
PHASES 1-3

ADDITIONAL
RETAIL

BUILDINGS
(BEST EFFORTS)
DDA Section 5.3.5
PHASE 1

PROPOSED
PHASE 2

PROPOSED
PHASE 3

PROPOSED

AGGREGATE

TO DATE

MINIMUM

INITIAL

BUILDINGS

BALANCE

ADDITIONAL

INITIAL

BUILDINGS
(BEST EFFORTS)

BALANCE

MINIMUM RETAIL

BUILDINGS

BALANCE

ADDITIONAL
RETAIL

BUILDINGS
(BEST EFFORTS)

BALANCE
TOTAL 1,500,000 605,000
ENTERTAINMENT 50,000
FOOD & BEVERAGE 150,000
RETAIL 1,500,000 405,000

REQUIRED PROPOSED

PROGRAM
PHASE 2 & 3
(SF)
PHASE 2
(SF)
MINIMUM RETAIL BUILDINGS AREA SUMMARY PER DDA SECTION 5.3.2

1.4. : PHASING OF ADDITIONAL BUILDINGS

1.4. : ADDITIONAL RETAIL BUILDINGS
Applicable to Phases 2 and 3. See DDA Section 5.3.5

1.4. : MINIMUM INITIAL BUILDING (MIB) PHASE 2
For locations of land uses defined below refer to 1.1.(a)

1.4. : ADDITIONAL INITIAL BUILDING (AIB) PHASE 2 MATRIX For locations of land uses defined below refer to 1.1.(a)

1.4. SUMMARY OF MINIMUM AND ADDITIONAL BUILDINGS USES

AND AREAS TO DATE
Reference DDA Sections 5.3.2 through 5.3.

RETAIL + FOOD &
BEVERAGE +

ENTERTAINMENT (SF)
800,000 1,500,000 51,000 605,000 656,000 144,000 844,000

PROGRAM
PHASES 1- 3

MINIMUM
(SF)
PHASES 2&3

ADDITIONAL
(BEST EFFORTS)
(SF)
PHASE 1

PROPOSED
(SF )
PHASE 2

PROPOSED
(SF)

AGGREGATE
PHASES 1&2
(SF)

MINIMUM

BALANCE -
DEFERRED to
PHASE 3
(SF)

ADDITIONAL (BEST

EFFORTS) BALANCE
(SF)

1.4. : PROPOSED LOCATION OF MAJOR DEPARTMENT STORES

1.4 DEVELOPMENT OBLIGATIONS

1.4-1
NO MAJOR DEPARTMENT STORES ARE PLANNED FOR DAP-2, PHASE 2.

ADDRESSED IN ALTERNATE LEASING PLAN PROPOSAL
1 2
3 4
5 7

1.4.4 : P HASING OF ADDITIONAL RETAIL BUILDINGS
PHASE 2 PHASE l Al"PUlD TO PHA.lliE 2 l'HA.Slll
PROGJlAN MTNI.HUM IUQUTllEO PROPOSED NINTMUM 1Nlt1AL AOOlllOflAL PH DOA StCTIOH S.3.1 (S,/HYS/ llUJLDlNC INITlAL
(SF/KE'fS/UNlTS) UNITS} RfQUllllfMUfTS MJlLOING
PHASES 2&3 MINIMUM ADDITIONAL PHASES 2&3 ADDITIONAL PHASE 2 BALANCE - (BEST EFFORTS) PROGRAM MINIMUM PROPOSED DEFERRED to (SF) (BEST EFFORTS) (SF) PHASE 3 BALANCE
(SF) (SF) (SF)
Rfl'IUtRfMl!l'lrl'S
OFFICE 200,000 )5,000 200,00( 135,000
RETAIL /fOOO. BEVERAGE / 500,000 605,000 500,00( 105,000 tHT!ATAJf4MENT RETAIL/ FOOD & 750,000 1,500,000 605,000 145,000 895,000

BEVERAGE
RESIOENTIAl lO(hllllUln PI\UIS l loZ
"'•OOreti<t
lOOunllmlnlff'W,lm.,_
Sl0,000 iMtn ON' 1 ( Pl'\aw 1 530,000 Sf
SOOUNm
/ENTERTAINMENT (SF) ... ,,
"""'' 300 kev, end/or omCE n,lr,lml.Wn.OOVt
180,000 SI / 22(
,., ltt4111••meit11 MMe. wilt AddltloNll llullcUr,,g
om~ dllvel~•n r•Qlllr.mtnt do«s
KIO'Wnott.-..dlfOl'hOtds
700,0 00 SF 1, 750, 000 , .. ,... 170, 00G
FOOU!Ob::
t BO•hoeel titrs moveo to Ph~ J ,.111.,.._, en .av~ w1r,, r.n. CJ(y of S9JIUC¥ra
Offl(f
JlffAll t fOOO'-lt'Will,ll,CIE / f.MIAIIIHEH'f

PROGRAM
RETAIL

FOOD & BEVERAGE

ENTERTAINMENT
TOTAL
• . l .l , .. ,
........

PHASE 2 & 3
(SF)

BEST EFFORTS
1,500,000
l ,500,000

RELATED
-.OD TO -.UC J Al't'l..1(0 JO ,-w I otiaolTIOfML
Mllfl.Ml,IM IWm.fll, DOITI-M INITlAI lN"lnAL MllLDU.
lll(U)I,... .... ILDlNG Ulinrc;:a:a(MII -~~~''i"'l'S lllQVJHl+fNTI •lq,IIUMf'MTI ,,,_
·~-
PHASE 2
(SF)

PROPOSED
405,000
150 000
50,000
60 5,000

1.4.7 SUMMARY OF MINIMUM AND ADDITIONAL BUILDINGS USES AND AREAS - PHASES 1 AND 2 Reference DOA Sections 5.3.2 through 5.3.7
MIN1fl4UM lNITlAL
~DOAs«tl'MSJ.2
IIIEQUUIEO PROf'OSfD
(1,/KIYS/UNJTS} IIIEQUlRIED PROPOH:D cs,tHYS/UNJTS)
on:1a: 44G,ooo 200,000' 4J5,ooo
HOTEL (KEYS) JOO 480 no HOTEL (SF) 311,000 110,000
.=':":!.;, • Minimum square feet requirement applicable to office, hotel, and/or retail uses ~-----l • Sum of proposed office, hotel, and retail development In square feet PIIIOPOSED < Requirement can be fl/led with either 200,000 SF of office or a 300 key hotel >-------l • Residential minimum number of units to be met in either Phase 1 or Phase 875,000
561 .""' 000

2. Requirement fu/f/1/ed with Phase 1
• Sum of proposed office, hotel, and retail development in square feet ~~iHTIAL (UNITS) so.ooo 51 ·: 500·:, 605'=: '56·= ' Sum of proposed office, hotel, retail, and residential development in square feet ..._"_~ ..'"'_,:' __ ... _,.,_, __ ...., ___ ,oo_._-...., ___ ,_•;_~==._,_ __ , ...,ooo = ._ __ ,_.!_!:_:~_0......,...__ ..... ,.' .... !.... ;, 000 _000~ 9 Best efforts requirement applicable to office, hotel, and residential development ~ • Minimum requirement of 600,000 SF less 381,000 SF of hotel development,

ADDITIONAL INITIAL
~D04s«l!MSJ.J
omc,
RETA.IL
lllESIDENTIAl
TOTAL
M.IN.IMUM IIOAI.L.
rx-r-DOAS~SJ4
A.DDJTION,.L 111.IETAIL

IOIH'DOASKIIMS) S

MAJOII DEPARTMENT

STORIES
l_.00As«t1MSJ6
200,l'WI'
lllQ4Jllll.O
(Sf)

50.000
a IEST EFFORTS
""
ll'HAH1 ·
UI UCUSDr
llt:QUIRIED

MINIMUM INITIAL
AND Hll E,-,OftTI
(S,)
27luuu
1,000
12,000'
"000
HSTll", OIITS
2>0000
750000
AGGlttGATt
8EST U-fOttTS
FOIi PHA$U 2
..... COMHNtO
(Sf)
1,500.000
PHASI 1

UI UCUSOP
llt:QUIIIEO
MINIMUM INmAL
AND 11n Er,ottn ,.,, 235,000
U)5,000
5l0,000
640.000•
605 000
PHASI 2
PAOPOSlD , .. ,
60S 000
11ST ff"fORTI TO COMPL,IITt J TO J OfPA.lnMfNT STOU Of" 100,000 Sf 011 C:RIAUR IH PHA.SH 1, 1 OR J

MINIMUM
aA.u.Na
IIIEQUllllEO lN
PHASE~
145000
HIT n,oRTI
UUUICl!fOR
PHASE l
11~5.000
less S0,000 SF of retail development leaves 169,000 SF of office development necessary to fulfill the Minimum development requirement. The remainder of the office development of 271, 000 SF (440,000 SF total less 169,000 SF applied to the minimum) is applied to the Additional Initial Building Best Efforts Total.

Best efforts requirement applicable to office, retail, and residential development Best efforts requirement applicable to office, retail, and residential development DEVELOPMENT AREA PLAN (DAP) 2
PHASE 2, PARCEL 4

1.4 DEVELOPMENT OBLIGATIONS
EXHIBIT 1.4.8: PARKING MANAGEMENT
PLAN
In accordance with DDA Section 5.5,
this diagram illustrates how at least
3,000 parking spaces for non-NFL
events at Levi's Stadium can be
accommodated on City controlled
property.

LEGEND
-•-•-PARCEL 4
:=====::::: PARCEL 1
:=====::::: PARCEL 2
~-~ PARCELS
ft RELATED
Gensler
City Place Santa Clara
DAP-2 - 1.4 DEVELOPMENT OBLIGATIONS 1.4-2
DEVELOPMENT AREA PLAN (DAP) 2
PHASE 2, PARCEL 4

1.5-TOPOGRAPHIC MAP
EXHIBIT 1.5
r~~,, --1,: n \ i\" " \~--'-
' \ /-'">-"" \ '
,\'• BLOCK
/
\
'
\
,.-c'
-1-
'' :~1~ ...... --.!..i.J.Ji!...---......i~;......u.....ti.:!...Jl..~ ~-....iii~..U...~ ......

RELATED RELATED SANTA CLARA
-------------------------------------------------- ©
PARCEL 5 (SEE DAP 1)
Gensler DAP-2 TOPOGRAPHIC MAP 1_5_1 ,r-ri-,.. ,,;--:..,- ~- ,~-----...,J. 1"=100'-o" DEVELOPMENT AREA PLAN (DAP) 2
PHASE 2, PARCEL 4

1.6.1 - ROADWAYS AND INFRASTRUCTURE
EXHIBIT 1.61
LEGEND

PRIVATE PROPERTY PUBLIC PROPERTY
PHASE 2 BOUNDARY
RELATED RELATED SANTA CLARA _G_e_n_s-le_r _________________________________________________________________ (/) PARCEL 5 (SEE DAP 1) DAP-2 ROADWAYS AND INFRASTRUCTURE 1.s-1r, r-,-,;-,-r~- ,001-, -~,;. 1"=100' DEVELOPMENT AREA PLAN (OAP) 2
PHASE 2, PARCEL 4
EXHIBIT 1.6.2 TRANSIT
LEGEND
PHASE 2 BOUNDARY
PARCEL 4 & 5 SHARED BOUNDARY

ACE/VT A SHUTTLE BUS SHUTTLE BUS ROUTE

MUNICIPAL BUS ROUTE MUNICIPAL BUS STOP
NOTE:
•

1. THE INTERNAL AND COMMUTER SHUffiE ROUTES WILL BE DESIGNED AS PHASE 3 AND PHASE 4 DEVELOP. ROADWAY IMPROVEMENTS TO ACCOMMODATE THE IMPLEMENTATION OF SHUffiE AND BUSES.

RELATED
Gensler
. PARCEL 5 (SEE
· w•· ·11111111{

RELATED SANTA CLARA
DAP-2 INFRASTRUCTURE PLANS AND DOCUMENTS 1.6-2
\ I ,I
X II
n
I
' .

I
" t ·7 I
(~',GJ)
\ \{1 (
Ir,, I 1
,,J /, 'J' I I /, /
I'>/, I ~//'
/ ,(
"
'/
Q
)~ (s:J
-::::=--:r--
,r-n-,~r™"i-M--,~----,~D 111 = 1201
DEVELOPMENT AREA PLAN (OAP) 2
PHASE 2, PARCEL 4

1. 6.3 - PEDESTRIAN ROUTES & IMPROVEMENTS
EXHIBIT 1.6.3
LEGEND

PROPOSED SIDEWALK
PRIVATE PROPERTY I :ffi'" l PUBLIC PROPERTY
PHASE 2 BOUNDARY - - -
BLOCK4A
BLOCK4C ,J
\
RELATED RELATED SANTA CLARA _G_e_n-sl_e_r ______________________________________________________________ (/) PARCEL 5 (SEE DAP 1) DAP-2 PEDESTRIAN ROUTES & IMPROVEMENTS 1.6-3r ,...,.. ,r,..~ --,.,~-~,;. 1"=100' DEVELOPMENT AREA PLAN (OAP) 2
PHASE 2, PARCEL 4

1.6.4 - BICYCLE LANES AND IMPROVEMENTS
EXHIBIT 1.64
LEGEND
CLASS 1 BIKE PATH
CLASS 2 BIKE LANE CLASS 3 BIKE ROUTE CLASS 4 BIKE PATH
PHASE 2 BOUNDARY
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---.: -..__ L:__} e_ ~x1ST1NG \
~ ~
..... PARKIN
-
,
BLOCK4C ,J
\ ,),
PARCEL 5 (SEE DAP 1)
m
w
:,
z
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BLOCK4G
RELATED RELATED SANTA CLARA _G_e_n-sl_e_r ______________________________________________________________ (/) DAP-2 BICYCLE LANES AND IMPROVEMENTS 1.6-4r, ,...,.. ,;-,.,.. ~ --,.,~-~,;. 1" = 100' DEVELOPMENT AREA PLAN (OAP) 2
PHASE 2, PARCEL 4

1.6.5 - UTILITIES
EXHIBIT 1.6.5
LEGEND

PROPOSED PODIUM LIMIT

PROPOSED DOMESTIC WATER

PROPOSED RECYCLED WATER

PROPOSED SEWER

PROPOSED STORM

PROPOSED JOINT TRENCH
(GAS, COM, POWER)
PHASE 2 BOUNDARY
-W---W---W---
-RW ---RW ---
----SD-- -SD---
----JT--- --JT---
NOTE: ALL EXISTING UTILITIES ARE SHOWN IN GREY

RELATED
Gensler
BLOCK4A
I
'il l
BLOCK4E/4F

RELATED SANTA CLARA
DAP-2 COA- UTILITIES
1 -1
BLOCK 4E/4F ~~ .,
\
PARCEL 4 BOUNDARY
PARCEL 5 (SEE DAP 1)

1.6-5
-~ ,\ ~
;tr· -I ~i ,;96 \1
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J
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w ",
r l"'-,""r-~l""""-,1~---.... i!n 111 = 100'
DEVELOPMENT AREA PLAN (DAP) 2
PHASE 2, PARCEL 4

1. 7 OPEN SPACE
EXHIBIT 1.7
PHASE
No, of

RESIDENTIAL
UNITS
200
500

2.4-PPH
480
1,200

REQUIREMENT
48%
120%

REQUIRED
ACRES of PARK

1.21 3,04

4.'25
ACRES

PROYJDED
4,25
0 .00

COMMENTS
deferred toDAP2
Composed of 3.9-acres at City Center East
Neighborhood Park + 0.75-acres on Block 40 rooftop
counted at SO-percent (0.38-acres) = 4.25-acres
Com lies
The required 1.21-aaes of parkland is indudecl with the Phase 2 OAP parkland area requirements and will be accommodated in the City Center East Neighborhood Park, along the east side of Parcel 4,
"' Refer to Population and Housing section of the EIR, Chapter 3.12, page 9, footnote 30, indicates that "Multi-family residential ppfl was established during conversations with City Stilffon September 10, 2014," Table 3.12-6 on page 1D of the same Chapter uses a Residential pph rate of 2,4, "* Refer to Exhibit D to the DA, under Chapter 8 - New Public Park Design, Review a Approval Process, Section 2, 1.C.1, the parkland dedication standard of

2.53 acres per 1,000 City resklents per Mitigation Fee Act. Refer a/so to the Pubflc Servkes and Recreation section of the EJR, Chapter 3.13, page 21, which refers to and utlllzes the Mitigation Fee Act deduction standard of 2.53-acres per 1,000 residents.

The City Center East Neighborhood Park shall meet the criteria of SCCC 17 .35. The Resldentral Pr1Vate Open Space will meet the crtterla established on page 73 of the MCP and as such a 50% credit toward private parks and private open space Is assumed.

Developer currently anticipates commencing grading activity for the City Center East Neighborhood Park concurrently with other Phase 2 grading activity, and completing construction of such park 28-30 months thereafter. Such schedule Is preliminary and subject to change.

LEGEND

OPEN SPACE
ft RELATED
OJB
BLOCK 4B
RETAIL BLOCK 4E/4F GLOBAL FOOD

MARKET/ RETAIL
City Place Santa Clara
DAP-2 - OPEN SPACE
BLOCK 4H

PARKING/

RETAIL/F&B

1. 7 -1 r,r-,,l"""'i...,------...
. 1" = 100'-0" fl) 0 ~ ~
DEVELOPMENT AREA PLAN (DAP) 2
PHASE 2, PARCEL 4

1. 8 RETAIL PLAN
LEGEND
■■■■■I OFFICE FOOD & BEVERAGE
RETAIL
HOTEL ~--~
-■■■■ RESIDENTIAL PARKING

ENTERTAINMENT
ft RELATED
Gensler

GROUND FLOOR PLAN
City Place Santa Clara
DAP-2 - RETAIL

CONCEPTUAL PLAN FOR

ILLUSTRATIVE PURPOSES ONLY
I -------------- □ E
D
----------□ 8
. 1. 8 -1 r,r-,,l"""'i...,------... 1" = 100'-0" fl) 0 25 50 100 City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-1477 Agenda Date: 12/8/2022

REPORT TO COUNCIL

SUBJECT
Action on First Amendment to Landfill Post-Closure Operation and Management Agreement with Related Santa Clara for the Related Santa Clara project located on Former City All-Purpose Landfill at 5155 Stars and Stripes Drive

COUNCIL PILLAR
Promote and Enhance Economic, Housing and Transportation Development

BACKGROUND
The Related Santa Clara development (Project), generally located at 5155 Stars and Stripes Drive involves repurposing a closed municipal golf course located on a former municipal landfill property (the Landfill). While the first phase of the Project (involving about 14 acres along Tasman Drive) is not above the Landfill, all other phases of the Project involve the Landfill area. California state laws and regulatory agencies impose long-term maintenance and monitoring obligations on the owner and operator of closed landfill facilities.

The 2016 Disposition and Development Agreement (DDA) between the City and Related Santa Clara (Developer) requires City and Developer to execute an agreement that is consistent with the term sheet attached to the DDA as Exhibit M and that contains other mutually acceptable provisions to allocate responsibility for Landfill operation and management activities required by the landfill regulatory agency approvals and related risk mitigation measures during and after construction.

In April/May 2020 (Attachments 3 and 4), Council approved a Landfill Post-Closure Operation and Management Agreement (Landfill O&M Agreement) per DDA requirements and which reflected approvals and requirements issued by the Regional Water Quality Control Board.

In addition to allocating long term responsibilities of design, construction, and maintenance of landfill and landfill systems between City and Developer, the Landfill O&M Agreement defined minimum insurance programs and coverage terms to protect the City’s interest in the Project and provide a primary framework for recovery of losses related to the Project development.

Through the 2020 Landfill O&M Agreement (Attachment 2), the Developer is obligated to obtain and maintain comprehensive and robust insurance programs throughout the development of the Project and after completion of construction. The insurance terms were negotiated so that City’s interest in the Landfill would be sufficiently protected, even for risks that are unrelated to the development of the Project, and so that the broadest possible range of Developer’s indemnification obligations would be backstopped with insurance running to both City and Developer.

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22-1477 Agenda Date: 12/8/2022
The Landfill O&M Agreement provided for specific requirements on the types of insurance, timing of procurement and limits for both standard construction insurance programs as well as several specialty programs tailored to the unique risks associated with development on the Landfill. More specifically, the insurance program addressed requirements for the following types of policies:
· Builder’s Risk Insurance;
· Terrorism coverage;
· General Liability Programs;
· Owner/Contractor Controlled Insurance Programs (OCIP); · Owner’s Protective Professional Indemnity (OPPI);
· Contractor’s Pollution Liability (CPL); and,
· Pollution Legal Liability (PLL)
The proposed First Amendment to the Landfill O&M Agreement modifies the insurance coverage necessary for Phase 1 (i.e., non-Landfill portion) of the Project in recognition that the risk level associated with the construction of Phase 1 is significantly less than the risk level associated with construction of Phase 2 (i.e., on Landfill). The Discussion section below describes the specific changes proposed in the First Amendment.

DISCUSSION
At the time the Landfill O&M Agreement was negotiated (2018-2020) and then approved by Council in 2020, the Developer contemplated that the first two phases of the Project would commence substantially concurrently such that it would be reasonable to secure higher insurance levels during the Phase 1 construction.

The 2016 DDA provides for the phasing of the Project, allowing the Developer to execute ground leases for Phase 1 and Phase 2 concurrently or up to two years apart. While the Developer and staff hope to be able to close escrow on the Phase 1 ground lease by the end of 2022, it is not yet known precisely when Phase 2 of the Project will be undertaken.

The Landfill O&M Amendment provides that the OCIP limits of liability for Phase 1 would be modified from $100,000,000 to $50,000,000. Again, at the time the Agreement was approved by Council, it was contemplated that the higher $100,000,000 OCIP limit would immediately be expanded to a $200,000,000 limit to cover both the Developer and City risk associated with the development of the Landfill property (Phase 2). The $50,000,000 limit for Phase 1 as a discrete project is more than commercially customary for the development scope. The reduction in the liability limit was reviewed by the City’s former Risk Manager and the City’s outside special legal counsel, Greenberg & Traurig with the conclusion that the reduction was both adequate to cover the City’s risk and appropriate given the scope of the Phase 1 development.

The proposed First Amendment also slightly expands the scope of Pre-Phase Activities (whose insurance requirements are set forth in pertinent Permits to Enter) to include construction activities outside a ground leased parcel (such as roads) that are undertaken pursuant to City-issued permits or licenses that are similar to Permits to Enter.

All other provisions in the Landfill O&M Agreement remain unchanged.

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22-1477 Agenda Date: 12/8/2022

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” withing the meaning of the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines section 15378(a) as it has not potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment.

In addition, the Related Santa Clara Project was analyzed in accordance with the requirements of CEQA in the CityPlace Santa Clara EIR [SCH#2014072078] as certified and adopted by Council on June 28, 2016 by Resolution No 16-8337.

FISCAL IMPACT
There is no fiscal impact associated with the recommended action.

COORDINATION
This item has been coordinated with City Attorney’s Office.

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]> or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION
Approve and authorize the City Manager to execute the First Amendment to Landfill Post-Closure Operation and Management Agreement.

Reviewed by: Ruth Mizobe Shikada, City Manager’s Office Approved by: Rajeev Batra, City Manager

ATTACHMENTS

1. First Amendment to the Landfill Post-Closure Operation and Management Agreement

2. Landfill Operation and Management Agreement

3. April 8, 2020 Report to Council (#20-464)

4. May 26, 2020 Report to Council (#20-571)
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FIRST AMENDMENT TO LANDFILL POST-CLOSURE

OPERATION AND MANAGEMENT AGREEMENT
This FIRST AMENDMENT TO LANDFILL POST-CLOSURE OPERATION AND MANAGEMENT AGREEMENT (this “First Amendment”) is made as of this ____ day of _________________, 2022 (the “1st Amendment Reference Date”), by and between Related Santa Clara, LLC, a Delaware limited liability company (“Master Developer”), and the City of Santa Clara, a chartered municipal corporation (“City”). Each of the City and the Master Developer is referred to individually as a “Party” and collectively as the “Parties.”

RECITALS
WHEREAS, City and Master Developer entered into that certain Landfill Post-Closure Operation and Management Agreement, dated as of May 26, 2020, and a memorandum of agreement was recorded in the official records of Santa Clara County on June 23, 2020, as Document No. 24515176 (the “Landfill O&M”) with respect to the City Landfill Parcels described in Exhibit A attached to the Landfill O&M;
WHEREAS, all capitalized terms used but not otherwise defined herein shall have their meanings as set forth in the Landfill O&M; and
WHEREAS, the Landfill O&M sets forth certain insurance requirements for each phase of the Project, as more particularly set forth in Exhibit D thereof (the “Insurance Requirements”); and
WHEREAS, the Insurance Requirements contemplated that the first two phases of the Project would commence substantially concurrently such that it would be reasonable to secure higher insurance levels at the outset; and
WHEREAS, the Master Developer may elect to execute a Ground Lease for and/or begin construction of Phase 1 of the Project ahead of Phase 2, but it is not yet known precisely when such actions will be undertaken; and
WHEREAS, the entirety of the Phase 1 ground leased property is planned to be off the Landfill, and the higher insurance requirements are not appropriate for this portion of the Project; and
WHEREAS, the Parties desire to enter into this First Amendment to update the Phase 1 Insurance Requirements and to clarify the definition of “Pre-Phase Approved Activities” by replacing in its entirety Exhibit D to the Landfill O&M (including Schedule 1 thereof); and WHEREAS, the Parties agree that all other insurance requirements and limits set forth within the Landfill O&M will remain unchanged.

First Amendment to Landfill O&M
1 AGREEMENT
NOW, THEREFORE, for the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Master Developer hereby agree as follows:

1. Recitals. The foregoing recitals are true and correct and are incorporated herein by this reference as if fully set forth herein.

2. Exhibit D to Landfill O&M. Exhibit D (Insurance Requirements) to the Landfill O&M is hereby replaced in its entirety with a new Exhibit D (Insurance Requirements) attached hereto, to amend the Owner or Contractor Controlled Insurance Program limits of liability for Phase 1 set forth in Section II (d) of that exhibit from $100,000,000 to $50,000,000 and to clarify certain requirements relating to any policies placed with Master Developer’s captive insurance company.

3. Schedule 1 of Exhibit D to Landfill O&M. Schedule 1 (Pre-Phase Approved Activities) of Exhibit D to the Landfill O&M is hereby replaced in its entirety with a new Schedule 1 (PrePhase Approved Activities) attached hereto, to amend the approved activities to include: “Any other activities expressly approved by the City in writing and evidenced by one or more Permits to Enter or similar permits or licenses.”

4. Entire Agreement. This First Amendment, and the Landfill O&M, contain all of the representations and the entire agreement between the parties with respect to the subject matter of this agreement. Any prior correspondence, memoranda, agreements, warranties, or written or oral representations relating to the subject matter of this First Amendment are superseded in their entirety by this First Amendment. No prior drafts of this First Amendment or changes between those drafts and the executed version of this First Amendment shall be introduced as evidence in any litigation or other dispute resolution proceeding by any party or other person, and no court or other body should consider such drafts in interpreting this First Amendment.

5. Agreement Unmodified; Amendments. Except as expressly set forth in this First Amendment, the Agreement shall remain unmodified and in full force and effect, and is hereby affirmed and ratified. No amendment to the Landfill O&M nor this First Amendment or any part thereof shall be valid unless it is in writing and signed by all of the parties thereto. In the event of any inconsistency between the terms of the Landfill O&M and the terms of this First Amendment, the terms of this First Amendment shall govern and control in all respects. All references to the Landfill O&M shall be deemed references to the Landfill O&M as amended hereby.

6. Severability. If any provision of this First Amendment or the application thereof to any person, entity or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this First Amendment, or the application of such provision to persons, entities or circumstances other than those as to which is invalid or unenforceable, shall not be affected thereby, and each other provision of this First Amendment shall be valid and be enforceable to the fullest extent permitted by law.

7. Counterparts. For convenience, the signatures of the parties to this First Amendment may be executed and acknowledged on separate pages which, when attached to this First Amendment, First Amendment to Landfill O&M
2 shall constitute as one complete First Amendment. This First Amendment may be executed in any number of counterparts each of which shall be deemed to be an original and all of which shall constitute one and the same First Amendment.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
IN WITNESS WHEREOF, Master Developer and City have executed this Agreement as of the 1st Amendment Reference Date.

CITY:

CITY OF SANTA CLARA, a municipal corporation
By:

Name: RAJEEV BATRA
Title: CITY MANAGER
Approved as to form:

By: ______________________________
Name: STEVE NGO
Interim City Attorney
Approved on ____________, 2022
City Council Resolution No. 22-__________
MASTER DEVELOPER:

RELATED SANTA CLARA, LLC, a Delaware
limited liability company
By:

Name:

Title:

INSURANCE EXHIBIT (City Place)
1 EXHIBIT D TO LANDFILL O&M
[ATTACHED]
INSURANCE EXHIBIT (City Place)
2 EXHIBIT D

INSURANCE REQUIREMENTS
Master Developer shall maintain, with unaffiliated insurers, the policies of insurance described in this Exhibit D in form and substance reasonably satisfactory to the City (collectively, the “Project Insurance Programs”). Notwithstanding anything to the contrary herein, the parties acknowledge and agree that the intent of this Exhibit D is to provide anticipated minimum limits, baseline coverage parameters and material terms for the Project Insurance Programs based on information available at the time of execution of the O&M Agreement about what is reasonably commercially available and appropriate in light of the risks associated with the Parties’ obligations under the Agreement. If coverage meeting the limits, parameters and terms set forth in this Agreement is not reasonably commercially available for any particular Project Insurance Program at the time such policy is required to be in place under this Exhibit, Master Developer and City shall meet and confer in good faith to determine what alternative coverage is reasonably commercially available and Master Developer shall be required to obtain and maintain policies providing such coverage.

Section I describes the Project Insurance Programs required during the performance of Pre-Phase Approved Activities (as defined on Schedule 1 attached hereto). Section II describes the Project Insurance Programs required upon execution of the Ground Lease for the Tasman Parcels (as defined in the DDA) (the “Phase 1 Activities”). Section III describes the Project Insurance Programs required upon the earlier of (i) execution of a Ground Lease for any real property that includes any portion of any Landfill Parcel; or (ii) commencement of physical work on, at, above or under any portion of any Landfill Parcel (except in connection with Pre-Phase Approved Activities) (“Landfill Phase Activities”). Section IV describes the operational Project Insurance Programs required after completion of Infrastructure, Developer Improvements (including Developer Landfill Systems), City Landfill Systems and/or Buildings (collectively, “Improvements”), as applicable, as evidenced by either (i) a temporary or permanent Certificate of Occupancy for such Developer Improvement and/or Building (or portion thereof); or (ii) the placement of any Infrastructure, Developer Improvement (including Developer Landfill Systems), City Landfill System and/or Building (or portion thereof) into its intended use in accordance with the terms of the Project Insurance Programs (“Substantial Completion”)1 .

Capitalized terms used in this Exhibit D not otherwise defined herein shall have the same meaning as such terms in the Landfill Post-Closure Operation and Management Agreement (the “O&M Agreement”) or as are commonly and presently defined in the insurance industry. For 1 Master Developer shall prepare and maintain a matrix detailing the specific coverages applicable to specific Improvements (the “Improvements Coverage Summary”) including, without limitation, the status of Substantial Completion on the Improvements within any Phase or Partial Phase. The Improvements Coverage Summary shall be updated regularly during the term of the Project and Master Developer shall work in good faith with the City to maintain monthly status calls to discuss the Improvements Coverage Summary (or at such other reasonable intervals as requested by the City).

INSURANCE EXHIBIT (City Place)
3 purposes of this Exhibit G, the term “Project Parcel” shall include the Tasman Parcels that will be ground leased to Master Developer in accordance with the terms of the DDA.

I. PRE-PHASE APPROVED ACTIVITIES. The Project Insurance Programs for any Pre-Phase Approved Activities shall be governed by the insurance terms set forth on the applicable Permit to Enter or other document authorizing such Pre-Phase Approved Activity as approved in writing by the City.

II. PHASE 1 ACTIVITIES. Prior to execution of the Ground Lease for the Tasman Parcels and at all times during Phase 1 Activities (except as otherwise expressly set forth below), the Master Developer shall obtain and maintain, or cause to be maintained, the following Project Insurance Programs until Substantial Completion has been achieved for the applicable Improvements on the Tasman Parcels or until commencement of Landfill Phase Activities, as specified herein.
(a) Builder’s Risk Insurance. Master Developer shall obtain and maintain site-specific2 builder’s risk insurance with respect to Phase 1 Activities and otherwise consistent with the Builder’s Risk Program described in Section III(a) below. (b) Terrorism Insurance. The insurance required in this Section II, subsections (a), (d), (g) and (h) shall include, or the Master Developer shall obtain on a standalone basis, terrorism coverage for the Tasman Parcels on terms (including amounts) consistent with those required under those subsections.
(c) Flood Insurance. Master Developer shall obtain and maintain flood insurance on the Tasman Parcels consistent with the flood insurance requirements described in Section III(c) below.
(d) Owner’s Interest Liability Insurance. Master Developer shall obtain and maintain commercial general liability insurance and umbrella and/or excess liability insurance (the “Owner’s Interest GL Program”), including coverage for personal injury, bodily injury, death, accident and property damage, which insurance shall: (1) be on a site-specific “occurrence” form; (2) be the primary insurance for third-party bodily injury and property damage at, on or under the Tasman Parcels; and (3) collectively provide minimum coverage limits of at least (A) $25,000,000 per occurrence, (B) $25,000,000 general aggregate, and (C) $25,000,000 products completed operations aggregate over the term of the policy; provided, however, that upon commencement of vertical construction on the Tasman Parcels, Master Developer shall satisfy the foregoing requirements by obtaining and maintaining (including reinstatement of limits as set forth in Section III(d) below) an Owner or Contractor Controlled Insurance Program (“OCIP/CCIP”) with limits of liability of at least $50,000,000 per occurrence and in the aggregate. The products and completed operations coverage shall be maintained for the entire statute of repose for construction defect claims in California. Master Developer shall exercise commercially reasonable efforts to avoid an exclusion for earth 2 Except as otherwise expressly provided hereunder the term “site-specific” shall refer to a policy specifying that the covered location is the Project Parcel for which the coverage is required and for no other property, i.e., for the insurance required by this Section II, the term “site specific” means the covered location must be only the Tasman Parcels.

INSURANCE EXHIBIT (City Place)
4 movement or subsidence under the Owner’s Interest GL Program. The City will be scheduled as an additional insured under the Owner’s Interest GL Program. (e) Commercial Auto Liability Insurance. Master Developer shall obtain and maintain commercial auto liability insurance covering liability arising out of the ownership, maintenance or use of any owned, hired, borrowed and non-owned vehicle, if any, with minimum limits of not less than $1,000,000 combined single limit for bodily injury and property damage, together with umbrella and/or excess liability insurance which is at least as broad as the commercial automobile liability insurance, with limits of not less than $25,000,000. (f) Professional Liability Insurance. Master Developer shall cause any party involved in the design of Improvements on the Tasman Parcels to obtain and maintain Professional Liability Insurance consistent with the requirements described in Section III(f) below.
(g) Contractor’s Pollution Liability. Master Developer shall continue to maintain the Contractor’s Environmental Legal Liability Policy, No. 004130100 delivered to the City for the Pre-Phase Approved Activities provided that the insured “contracted operations” thereunder will be expanded to include all construction related activities on, at or under the Tasman Parcels.
(h) Pollution Legal Liability Insurance. Master Developer shall maintain sitespecific Pollution Legal Liability insurance with respect to the Tasman Parcels with limits of liability equal to at least $10,000,000 per incident and in the aggregate and a self-insured retention of no more than $250,000 per incident, until the Pollution Legal Liability Insurance required under Section III(i) below is obtained. The City and the Master Developer (and their respective affiliates) will be named insureds thereunder. The City shall have the right to review quotes, policy forms and endorsements for the Pollution Legal Liability insurance.

III. LANDFILL PHASE ACTIVITIES. Upon the earlier of (i) execution of a Ground Lease for any real property that includes any portion of any Landfill Parcel; or (ii) commencement of Landfill Phase Activities and at all times during Landfill Phase Activities, the Master Developer shall obtain and maintain the following Project Insurance Programs until Substantial Completion has been achieved for the applicable Improvements in that particular Project Parcel (except as otherwise expressly provided hereunder):
(a) Builder’s Risk Insurance. Master Developer shall maintain site-specific3 builder’s risk insurance (the “Builder’s Risk Program”) for each Project Parcel that includes a Landfill Parcel for not less than 100% of the completed project insurable replacement cost value of the Improvements and Earth Movement with a sublimit no less than the Probable Maximum 3 Consistent with footnote 2 and except as expressly provided hereunder, for the insurance required by this Section III, the term “site specific” means the covered location must include the specific Project Parcel that encompasses some or all of the applicable Landfill Parcel until such time that Substantial Completion has been achieved for such specific Project Parcel, and no other property.

INSURANCE EXHIBIT (City Place)
5 Loss (“PML”) as determined by an independent third-party professional (inclusive of property damage and soft costs/business interruption), which PML is reasonably acceptable to the City.

In no event shall the earthquake coverage under the Builder’s Risk Program have a limit of liability of less than the 250-year return period of the PML. The Builder’s Risk Program shall include endorsements providing replacement cost coverage, agreed amount and/or coinsurance waiver. The Builder’s Risk Program shall grant permission to occupy prior to any occupancy of a given building and the Builder’s Risk Program shall cover:
(i) any Improvements on the property, including 100% of the insurable replacement cost value of all tenant improvements and City Landfill Systems and betterments that any agreement requires Master Developer to insure, against risks of loss to the Improvements customarily covered by “Cause of Loss - Special Form” policies as available in the insurance market on the date hereof (and against such additional risks of loss as may be customarily covered by such policies after the date hereof);
(ii) loss of materials, furniture, fixtures and equipment, machinery, and supplies which become part of the completed project whether on-site, as part of the City Landfill Systems, in transit, or stored off-site, or loss of any temporary structures, sidewalks, retaining walls, and underground property (including the systems comprising the City Landfill Systems); (iii) soft costs, including coverage for interest expense during the period of the construction, and coverage for recurring expenses and delayed completion business income/rental interruption (if any) on an actual loss sustained basis subject to policy limits; and (iv) loss of the value of the undamaged portion of the Improvements, additional expense of demolition, and increased cost of construction arising from operation of building laws or other legal requirements at the time of restoration, subject to a limit reasonably satisfactory to the City.

The Builder’s Risk Program shall automatically reinstate limits upon the occurrence of any loss thereunder. The Builder’s Risk Program shall be primary with respect to all property damage at, on or under the property at each applicable Project Parcel until Substantial Completion for the applicable Improvements in that Project Parcel occurs. The Builder’s Risk Program shall also include affirmative LEG-3 coverage with respect to repair of physical damage to City Landfill Systems arising out of a loss. The City will be named as a “loss payee” on the Builder’s Risk Program and the Master Developer shall have an affirmative obligation to promptly elect whether to commence and diligently pursue re-construction of the City Landfill Systems in the event of any loss thereunder, the terms of which election shall be described in the Insurance Administration Agreement.
(b) Terrorism Insurance. The insurance required in this Section III, subsections (a), (d), (g) and (h) shall include, or the Master Developer shall obtain on a standalone basis, terrorism coverage on terms (including amounts) consistent with those required under those subsections. For so long as the Terrorism Risk Insurance Program Reauthorization Act 2019 or any replacement, reauthorization or extension thereof (“TRIPRA”) is in effect, coverage against acts which are “certified” within the meaning of TRIPRA shall satisfy this requirement. In the event TRIPRA is no longer in effect, Master Developer shall obtain and INSURANCE EXHIBIT (City Place)
6 maintain such terrorism insurance to the extent such coverage is commercially available and reasonable cost.
(c) Flood Insurance. Flood insurance if any portion of the Project Site or personal property is currently or at any time in the future located in an area designated by the Federal Emergency Management Agency as a special flood hazard area (“SFHA”) and in which flood insurance has been made available under the National Flood Insurance Act of 1968 (and any successor act thereto), but in no event no less than the amount sufficient to meet the requirements of applicable law and governmental regulation. Flood insurance may be included in the Builder’s Risk Program prior to Substantial Completion as an alternative to NFIP. (d) Liability Insurance. Master Developer shall sponsor, administer and maintain a commercial general liability insurance and umbrella and/or excess liability insurance (the “GL Insurance”) including coverage for personal injury, bodily injury, death, accident and property damage. The GL Insurance shall: (1) be on a site-specific “occurrence” form for each Project Parcel (except as otherwise provided herein); (2) be the primary insurance for third-party bodily injury and property damage at or on any Project Parcel at all times during Landfill Phase Activities at that Project Parcel; and (3) collectively provide minimum coverage limits of at least (A) $50,000,000 per occurrence, (B) $50,000,000 general aggregate, and (C) $50,000,000 products completed operations aggregate over the term of the policy for each Project Parcel. The products and completed operations coverage shall be maintained for the entire statute of repose for construction defect claims in California. Master Developer shall exercise commercially reasonable efforts: (i) to avoid an exclusion for earth movement or subsidence under the GL Insurance; and (ii) to include manuscript changes to the “pollution exclusion endorsement” providing affirmative coverage for concussive risk associated with the installation of piles and the other Landfill Phase Activities. Notwithstanding the foregoing, during the period of construction of improvements on Phase 2 and Phase 3 (each as defined in the DDA), Master Developer shall (and for subsequent phases, Master Developer may), satisfy these coverage requirements by implementing an OCIP/CCIP with limits of liability of at least $100,000,000 per occurrence and in the aggregate for each of Phase 2 and Phase 3. Master Developer may elect to obtain a single OCIP/CCIP for Phase 1 (as defined in the DDA), Phase 2 and Phase 3, in which event the limits of liability for such OCIP/CCIP program shall be at least $200,000,000 per occurrence and in the aggregate. The GL Insurance shall schedule the City as an additional insured, including with respect to both ongoing and completed operations, by endorsements satisfactory to the City. Such insurance shall be primary and any other insurance maintained by the City shall be excess only and not contributing with this insurance. Except for completed operations (which shall be an aggregate limit over the term of the general liability program), the Master Developer shall purchase additional limits of an amount equal to at least forty percent (40%) of the applicable per occurrence and aggregate limits of the GL Insurance for any Phase (or series of Phases to the extent covered under a single OCIP/CCIP) at any time that the applicable aggregate GL Insurance limit for such Phase (or series of Phases, as applicable) has been eroded by eighty percent (80%) or greater.
(e) Commercial Auto Liability Insurance. Commercial auto liability insurance covering liability arising out of the ownership, maintenance or use of any owned, hired, borrowed and non-owned vehicle, if any, with minimum limits of not less than $1,000,000 combined single limit for bodily injury and property damage, together with umbrella and/or INSURANCE EXHIBIT (City Place)
7 excess liability insurance which is at least as broad as the commercial automobile liability insurance, with limits of not less than the applicable GL Insurance limits for such Project Parcel. (f) Professional Liability Insurance. Master Developer shall cause any party involved in the design of Improvements to obtain and maintain Professional Liability Insurance during the period commencing on the date of such party’s agreement and continuously renewing for or having an extended reporting period of not less than the statute of repose for design defects in California, with limits of insurance not less than: (1) $10,000,000 per claim and $20,000,000 in the aggregate for designers of record (which shall include any designer of piles penetrating any Landfill Parcel); (2) $5,000,000 per claim and in the aggregate for any designers of record for any components of the City Landfill Systems; (3) $2,000,000 per claim and in the aggregate for any other design professionals for any components of the City Landfill Systems; and (4) $1,000,000 per claim and in the aggregate for all other design professionals. Master Developer shall provide the City with certificates evidencing such insurance as each designer is contracted and thereafter, annually on a going forward basis or as otherwise requested by the City. The parties agree that the Insurance Administration Agreement shall describe the process of claims administration against design professionals between the City and Master Developer. (g) Owner’s Protective Professional Indemnity Insurance. At all times that any Landfill Phase Activity is ongoing in a particular Project Parcel, Master Developer shall obtain and maintain an Owner’s Protective Professional Indemnity (Design Team Errors and Omissions) Policy (“OPPI”) having a limit of liability of not less than $20,000,000 per claim and in the annual aggregate for Phases 1, Phase 2 and Phase 3; provided, however, Master Developer may, at its discretion, elect to implement a single OPPI program for Phase 1, Phase 2 and Phase 3 collectively, in which event the limits of liability for such OPPI program shall be at least $40,000,000 per occurrence and in the aggregate. City reserves the right to establish minimum OPPI limits for any real property that is not part of Phase 1, Phase 2 or Phase 3 prior to the execution of any Ground Lease on such real property. The OPPI shall provide the City (as owner of the City Landfill Systems) with affirmative coverage for defense and payment of loss for third-party claims resulting from design errors and omissions relating to the City Landfill Systems. Each OPPI program shall have a retro-active date coinciding with the execution of the earliest design agreement with respect to such Project Parcel and shall extend to cover the statute of repose for design defects in California for all Improvements on such Project Parcel. The parties agree that the Insurance Administration Agreement shall describe the process of claims administration for any professional liability losses at the Project Site. The City shall have the right to review, quotes, policy forms and endorsements (but not underwriting submissions) for the OPPI.
(h) Contractor’s Pollution Liability Insurance. Master Developer shall maintain a Contractor’s Pollution Liability (“CPL”) insurance program covering cleanup costs and bodily injury and property damage claims through and including Substantial Completion for the applicable Improvements in that particular Project Parcel. The City shall have the right to review underwriting submissions, quotes, policy forms and endorsements for the CPL. (i) The CPL shall have a limit of liability of at least $50,000,000 per incident and in the aggregate and coverage under the CPL shall be extended to third-party contractors performing work at the Project, including, without limitation, contractors performing INSURANCE EXHIBIT (City Place)
8 operation and maintenance of the City Landfill Systems until Substantial Completion of all City Landfill Systems being constructed by Master Developer on any Project Parcel. The City will be a named insured under the CPL.
(ii) Coverage Parameters. The CPL shall: (a) provide site specific coverage for pollution conditions resulting from any contracted operations at any Project Parcel (whether on, at, under or above any Landfill Parcel), the definition(s) for which contracted operations shall include the realignment and reconstruction of City Landfill Systems by Master Developer, the construction of foundation systems and building protection systems/vapor mitigation systems, and operation and maintenance activities associated with the City Landfill Systems to be performed by the City on such Project Parcel; (b) provide site specific coverage4 for operation and maintenance activities associated with City Landfill Systems to be performed by the City on any portion of a Landfill Parcel that is not part of a Project Parcel (the “City NonProject Parcel O&M”) until Substantial Completion of all of the City Landfill Systems being constructed by Master Developer on all Landfill Parcels, subject to Section III (h)(iii) below; (c) provide coverage for cleanup of groundwater pollution conditions existing as of the date hereof to the extent such pollution conditions are exacerbated by Project contractors, Master Developer activities or City Non-Project Parcel O&M; (d) have no retroactive or reverse retroactive date; (e) have ten (10) years of “completed operations” coverage; and (f) be subject to a maximum self-insured retention of no more than $250,000 per incident. There shall be no exclusion or limitation of coverage to the City or Master Developer with respect to claims made against each other, notwithstanding the insured status of the parties. Issues related to the primacy of the CPL shall be addressed in the Insurance Administration Agreement. (iii) City Non-Phase O&M Sublimit. The parties agree that the CPL shall be subject to a sublimit of $5,000,000 with respect to all losses arising out of the City Non-Phase O&M. Issues related to the implementation of such sublimit will be addressed in the Insurance Administration Agreement.
(iv) City Reimbursement Obligation. Within sixty (60) days of the binding of the CPL and any endorsements thereafter, the City shall reimburse Master Developer for ten percent (10%) of the total premium, surplus lines taxes and applicable brokerage fees required to purchase the CPL up to a maximum reimbursement amount of $200,000. (i) Pollution Legal Liability Insurance. Master Developer shall maintain sitespecific5 Pollution Legal Liability insurance (“PLL”) for the entire Project Site (including all Landfill Parcels and the Tasman Parcels) with limits of liability equal to at least $75,000,000 per incident and in the aggregate, a self-insured retention of no more than $250,000 per incident and an initial term of at least ten (10) years. Upon the expiration of the term of the PLL or such 4 Notwithstanding footnotes 2 and 3, for this portion of the CPL coverage, “site specific” shall mean the entire Project Site except for the Tasman Parcels, including all Project Parcels and Landfill Parcels that are not yet a Project Parcel except for the Tasman Parcels. 5 Notwithstanding footnotes 2 and 3, “site specific” for the PLL coverage required by this Section II(h) shall mean the entire Project Site is the covered location, including each Project Parcel, any Landfill Parcel that is not yet subject to a Ground Lease and the Tasman Parcels.

INSURANCE EXHIBIT (City Place)
9 earlier date as Master Developer may elect, Master Developer shall exercise commercially reasonable efforts to obtain (subject to pollution insurance market conditions), a new policy of pollution legal liability insurance (the “PLL Renewal”) having substantially the same coverage terms as the PLL with limits of liability of at least $75,000,000 per incident and in the aggregate, a self-insured retention no greater than $250,000 and a term of five (5) years or such longer term as would be necessary to ensure the PLL Renewal remains in place until a date that is fifteen (15) years from the inception date of the initial PLL policy. The City shall have the right to review underwriting submissions, quotes, policy forms and endorsements for the PLL and the PLL Renewal programs.
(i) No Cancellation. No insured may cancel or terminate the PLL or the PLL Renewal before the expiration of its term without the consent of both Master Developer and the City; provided, however, that the Master Developer may cancel and re-write the PLL and/or the PLL Renewal at Master Developer’s discretion with materially the same terms upon commencement of any new Phase or Partial Phase.
(ii) Coverage Parameters. Subject to market availability and Project Site conditions, the PLL and the PLL Renewal shall include affirmative coverage for known and unknown pre-existing conditions regulatory re-openers and new pollution conditions. The PLL and the PLL Renewal shall provide affirmative coverage for third-party bodily injury and property damage claims (including natural resource damages). The Master Developer shall use commercially reasonable efforts to obtain coverage under the PLL and the PLL Renewal for: (x) off-site cleanup costs related to the known groundwater plume; (y) losses and on-site cleanup costs relating to a governmental order or directive requiring the City or Master Developer to perform active remedial measures for pollution conditions which have migrated into groundwater from the landfill including, without limitation, related site investigations, which coverage may contain a higher self-insured retention than $250,000 per incident. The PLL and the PLL Renewal shall be primary and non-contributory to any other insurance carried by the City and the “insured vs. insured” exclusion shall not be applicable to claims between the Master Developer and the City. Issues related to the primacy of the PLL shall be addressed in the Insurance Administration Agreement. The City and Master Developer (and their respective affiliates) shall be included as named insureds on the PLL and the PLL Renewal with the ability to directly make claims to the insurance carrier thereunder and no third-parties other than affiliates of the City and Master Developer shall have an insurable interest under the PLL. (iii) City Reimbursement Obligation. Within sixty (60) days of the binding of the PLL and PLL Renewal, as applicable, the City shall reimburse Master Developer for twenty percent (20%) of the total premium, surplus lines taxes and applicable brokerage fees for the PLL and PLL Renewal, as applicable, up to a maximum reimbursement of $250,000 for each of the PLL and PLL Renewal.

INSURANCE EXHIBIT (City Place)
10 IV. FOLLOWING SUBSTANTIAL COMPLETION. Following Substantial Completion for any Improvement, Partial Phase or Phase, as applicable, and, except as expressly provided to the contrary, while any Ground Lease remains in effect, Master Developer shall maintain, or cause to be maintained:

Property Insurance. Property insurance covering against risks of loss customarily covered by “Cause of Loss – Special Form” policies together with coverage for earthquake as may be commercially available in the insurance market at the completion date (and against such additional risks of loss as may be customarily covered by such policies after the completion date) (“Property Insurance”). Such insurance shall include:
100% of the insurable replacement cost value of the Improvements which for purposes of this Exhibit shall mean actual replacement value (exclusive of costs of excavations, foundations, underground utilities and footings) with an agreed amount endorsement without margin clause except as may be reasonably agreed by the City, and/or a coinsurance waiver endorsement and a replacement cost value endorsement without reduction for depreciation; 100% of the insurable replacement cost value of all tenant improvements and betterments that any agreement requires Master Developer to insure; loss of the value of the undamaged portion of the Improvements, additional expense of demolition, and increased cost of construction arising from operation of building laws or other legal requirements at the time of restoration; and “Cause of Loss – Special Form” insurance policy which shall cover at least the following perils: building collapse; fire; flood; back-up of sewers and drains; water damage; windstorm, earthquake, landslide, mudslide and subsidence, inclusive of property damage and soft costs/business interruption with a maximum deductible of 5% of the loss and flood may have a sublimit of such amount not less than the replacement cost of the replacement value of the improvements and contents of the two floors above grade. Such insurance policy(ies) shall name Master Developer as the Insured and shall also name the City as an additional named insured with the unrestricted ability to make a claim thereunder.

Terrorism Insurance. The insurance required in this Section IV, subsections (a), (f) and (j) shall include, or the Master Developer shall obtain on a stand-alone basis, terrorism coverage on terms (including amounts) consistent with those required under those subsections.

For so long as TRIPRA is in effect, coverage against acts which are “certified” within the meaning of TRIPRA shall satisfy this requirement. In the event TRIPRA is no longer in effect, Master Developer shall obtain and maintain such terrorism insurance to the extent such coverage is commercially available and reasonable cost.

Flood Insurance. Flood insurance if any portion of the Property or personal property is currently or at any time in the future located in an area designated by the Federal Emergency Management Agency as a SFHA and in which flood insurance has been made available under the National Flood Insurance Act of 1968 (and any successor act thereto) in an amount no less than the amount sufficient to meet the requirements of applicable law and governmental regulation.

INSURANCE EXHIBIT (City Place)
11 Equipment Breakdown Insurance. If not included in the Property Insurance policy retained in accordance with Section IV (a), Master Developer shall maintain equipment breakdown insurance covering all mechanical and electrical equipment, including pressure vessels and piping, against physical damage, and loss of income or rents (if any), extra expense, and expediting expense. Master Developer shall provide Equipment Breakdown Insurance on a replacement cost value basis in an amount consistent with insurance maintained by owners of similarly situated commercial real estate.

Business Income and Rent Loss Insurance. As an extension to its Property Insurance, Earth Movement Insurance, Flood Insurance, Terrorism Insurance, Boiler and Machinery Insurance, and any other required property insurance policy, Master Developer shall maintain, or cause to be maintained, business income and rent loss insurance in an amount equal to one hundred percent (100%) of the net rental income together with continuing expenses and containing an unlimited indemnity period pertaining to the time to repair or rebuild (subject to the policy limit). In addition, Business Income and Rent Loss Insurance shall be endorsed to include an extended period of indemnity of three hundred sixty five (365) days.

Commercial General Liability Insurance. Commercial general liability insurance on an “occurrence” form including coverage for personal injury, bodily injury, death, and property damage on a per location basis, if available, with limits of not less than $1,000,000 per occurrence and in the aggregate.

Commercial Auto Liability Insurance. Commercial auto liability insurance covering liability arising out of the ownership, maintenance or use of any owned, hired, borrowed and non-owned vehicle, if any, with minimum limits of not less than $1,000,000 combined single limit for bodily injury and property damage.

Workers’ Compensation Insurance. Workers’ compensation as required by applicable law and employer’s liability insurance.

Umbrella/Excess Liability Insurance. Umbrella/excess liability insurance with limits of at least $200,000,000 per occurrence and in the annual aggregate sitting excess of the commercial general liability, commercial auto liability and employer’s liability insurance. The commercial general liability, commercial auto liability and umbrella/excess liability insurance shall name the City as an additional insured. Such insurance shall be primary and any other insurance maintained by the City shall be excess only and not contributing with this insurance.

Pollution Legal Liability Insurance. City and Master Developer agree to meet in good faith at the expiration of the PLL Renewal to discuss obtaining additional pollution legal liability programs.

V. GENERAL.
(a) Insurer Ratings. Master Developer shall obtain all required insurance (and reinsurance) from insurers authorized to do business in the State where the Property is located with an “A-: VIII” rating by A.M. Best or an alternative insurance company rating bureau acceptable to the City. The City may in its discretion permit Master Developer to maintain required insurance policies with insurance companies which do not meet the foregoing requirements.

INSURANCE EXHIBIT (City Place)
12 (b) Documentation. For the types of insurance where this Exhibit provides the City with a right to review quotes, policy forms or endorsements, Master Developer agrees to provide the City with a reasonable opportunity to review and to consider in good faith the City’s comments. Master Developer shall provide certificates of insurance as may be requested by the City, in a form reasonably acceptable to the City for all required insurance, certified as true and complete by the carrier or its authorized representative. (c) Site-Specific Programs. Except where this Exhibit expressly provides that a type of insurance must be site-specific, as defined in footnotes 2, 3, 4 and 5 above, the requirements of this Exhibit (including without limitation the requirements for first-party terrorism, commercial auto liability insurance, worker’s compensation insurance and all of the Project Insurance Programs described in Section IV hereof) may be satisfied through coverage applicable to both the Project Site and other properties insured by Master Developer. (d) Captive. Master Developer shall have the right to satisfy all or part of its insurance obligations with respect to first-party terrorism and any deductible or self-insured retention for the OCIP by means of a policy or policies placed with its captive insurance company Relsure Vermont Inc. (the “Captive”) provided that the use of the Captive is in compliance with all laws and regulations applicable to the Project.
(e) Severability. All Project Insurance Programs shall provide that coverage under each Project Insurance Program shall apply as if each insured were the only insured and separately to each insured so that any misrepresentation, act or omission that is in violation of a term, duty or condition or results in the application of an exclusion under any program by or on behalf of one insured shall not prejudice the coverage rights of another insured under such program.
(f) Waiver of Subrogation. The CPL, PLL and PLL Renewal shall each include a waiver of subrogation in favor of the City so that the insurance company waives its rights of subrogation with regard to all claims covered by such programs. (g) Minimum Limits. Notwithstanding anything to the contrary herein, the limits of coverage for all types of Project Insurance Programs required under this Exhibit D shall be the greater of (i) the minimum limits set forth in this Exhibit D or (ii) the limits provided to Master Developer under all primary, excess, umbrella and blanket policies covering operations under the O&M Agreement on a site-specific basis.
(h) Audit. The City shall have the right: (i) at least once per year; (ii) at any time that the City has a reasonable basis of actual or suspected non-compliance by Master Developer of the O&M Agreement; or (iii) during the pendency or administration of any claim under the Project Insurance Programs, to conduct an audit of some or all policies and certificates of insurance to confirm the Master Developer’s compliance with the terms hereof. If any audit reveals discrepancies or non-compliance with the terms hereof, the cost of such audit shall be at Master Developer’s expense.
(i) Amortization of City Reimbursement Obligations. Notwithstanding anything in the DDA or the O&M Agreement to the contrary, for purposes of calculating the INSURANCE EXHIBIT (City Place)
13 Annual Landfill Costs (as defined in the DDA), the City may, at its election, amortize: (i) the total or any portion of the premium, surplus line taxes and broker commissions contributed by the City hereunder for any Project Insurance Program over the applicable term of such Project Insurance Program, notwithstanding that the entire premium, surplus line taxes and broker commission will be actually paid at binding of the applicable Project Insurance Program; and (ii) capital repairs or replacements of new equipment that cost in excess of $50,000 and are made or purchased by or on behalf of the City after the effective date of this O&M Agreement in connection with the City’s operation and maintenance obligations on any Landfill Parcel, which may, at the election of the City, be amortized over the shorter of (x) the useful life of such capital repair or replacement on a straight-line basis or (y) a fifteen (15) year period.

Schedule 1
Pre-Phase Approved Activities
“Pre-Phase Approved Activities” shall mean the following:

1. Construction of the “Public Improvements” as approved by the City under that Permit to Enter between the City and Master Developer dated July 5, 2019, effective July 8, 2019 to May 31, 2020.

2. Construction of the “Fire Station Improvements” as approved by the City under that Permit to Enter between the City and Master Developer dated July 5, 2019, effective July 8, 2019 to March 1, 2020.

3. Any other activities expressly approved by the City in writing and evidenced by one or more Permits to Enter or similar permits or licenses.
 








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LEGAL_US_W # 102465506.2
NOTE: AGREEMENT EXHIBITS MUST BE COPIED IN COLOR
(including but not limited to (i) the landfill leachate collection system, (ii) the landfill gas extraction system, (iii) the clay cap and the fill above it, (iv) groundwater monitoring wells installed by the City to conduct required quarterly groundwater monitoring; (v) perimeter air monitoring stations installed by the City to conduct required regular air monitoring; (vi) other improvements within the Landfill Parcels that are required due to the presence of the Landfill; and (vii) the Developer Landfill Systems (collectively, the “Project Landfill Systems”)), all as required by: (i) the Post-Closure Land Use Plan (the “PCLUP”) for the Landfill, which was approved on December 22, 2016, by the Santa Clara County Department of Public Health, acting as the Local Enforcement Agency for the state’s solid waste management laws, the future Revised Corrective Action Plan and Revised Post-Closure Maintenance Plan, and the future revised Closure Plan, as required of Landfill owners and operators under Sections 21769, 21810, and 22100 et seq. of Title 27 of the California Code of Regulations; (ii) revised Waste Discharge Requirements (the “WDRs”) for the changed Landfill use contemplated by the Project, issued on May 10, 2017, by the California Regional Water Quality Control Board for the San Francisco Bay Region (the “Regional Water Board”); and (iii) five Mitigation Measures that were contained in the final approved Environmental Impact Report and Mitigation Monitoring and Reporting Plan for the Project, for which responsibility is allocated between the City and the Master Developer (the “Landfill O&M Mitigation Measures”). The obligations related to operation and management of Project Landfill Systems that are contained in the documents listed in this section are collectively referred to as the “Landfill O&M Obligations.” E. The Parties now wish to enter into this Agreement to effectuate the DDA requirement, and also to allocate responsibilities between the Parties as to design, construction, operations and maintenance requirements set forth in the Landfill O&M Obligations, and to establish insurance requirements for the Project.

AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions. Defined terms used herein and not elsewhere defined shall have the meanings set forth below.
“Affiliate” means, with respect to any specified Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the specified Person. For purposes of this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting stock, by contract or otherwise.

The possession, directly or indirectly, by another Person of a right to approve or consent to (or otherwise restrict) certain business or affairs of the specified Person only through major decision rights or similar protective approval rights shall not, in and of itself, constitute or indicate “control”, nor shall a Person be deemed not to have “control” solely because another Person possesses, directly or indirectly, such major decision rights or similar protective approval rights with respect to the specified Person.

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“Building” means each physical structure located within a Phase that is intended for human occupancy or the conduct of a business, including hotels, retail and office space and apartments.
“City Landfill Parcels” shall have the meaning set forth in Recital A. “City Landfill Systems” shall have the definition given in Section 5(a)(ii), below. “City Party” is defined as City and the commissioners, supervisors, elected and appointed officials, officers, employees, attorneys, contractors and agents of City and, as applicable, the partners, Affiliates, members and owners, and the officers, partners, agents, employees and members of each of them (or of its successors or assigns). “City Place Park” has the definition given in the Master Community Plan. “DAP Procedures” means the City Place Santa Clara Development Area Plans and Architectural Review Submittal and Approval Procedures attached as Appendix C to the Master Community Plan.
“DDA” shall have the meaning set forth in Recital C.
“Developer Airspace Parcel” shall have the meaning set forth in Recital A. “Developer Landfill Systems” shall have the definition given in Section 5(a)(i), below. “Development Agreement” means that certain development agreement dated for reference purposes as of August 12, 2016 by and between City and Developer, as the same may be amended from time to time.
“Environmental Laws” means and includes all applicable present and future federal, State and local laws, statutes, rules, regulations, ordinances, standards, directives, and conditions of approval, all administrative or judicial orders or decrees and all permits, license approvals or other entitlements, or rules of common law pertaining to Hazardous Substances, the protection of the environment, natural resources, wildlife, human health or safety, or employee safety or community right-to-know requirements related to the work being performed pursuant to this Agreement, the DDA, or a Ground Lease.
“Ground Lease” shall have the meaning set forth in Recital C. “Hazardous Substance” means any material, waste, chemical, compound, substance, mixture, or byproduct that is identified, defined, designated, listed, restricted or otherwise regulated under Environmental Laws as a “hazardous constituent”, “hazardous substance”, “hazardous waste constituent”, “infectious waste”, “medical waste”, “biohazardous waste”, “extremely hazardous waste”, “pollutant”, “toxic pollutant”, or “contaminant”, or any other designation intended to classify substances by reason of properties that are deleterious to the environment, natural resources, wildlife or human health or safety, including, without limitation, ignitability, infectiousness, corrosiveness, radioactivity, carcinogenicity, toxicity and reproductive toxicity. Hazardous Substance includes, without limitation, any form of natural gas, LEGAL_US_W # 102465506.2
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petroleum products or any fraction thereof, asbestos, asbestos-containing materials, PCBs, PCBcontaining materials, and any substance that, due to its characteristics or interaction with one or more other materials, wastes, chemicals, compounds, substances, mixtures or byproducts, damages or threatens to damage the environment, natural resources, wildlife or human health or safety.
“Indemnify” means reimburse, indemnify, defend and hold harmless. “Indemnification” has a correlative meaning.
“Infrastructure” means those items identified in the Infrastructure Master Plan including open space improvements (including park improvements and restrooms), streets, rails, sewer and storm drainage systems, water systems, street improvements (including freeway ramps or other demolition), landfill “podium” (also referred to as a “structural slab” in the IMP), traffic signal systems, dry utilities and other improvements, any of which are to be constructed in or for the benefit of the applicable real property or any other matters described in the Infrastructure Master Plan. “Infrastructure” also includes any improvements required to serve the Project that have been imposed as conditions of approval through the Project Approvals. “Infrastructure” does not include Buildings.
“Infrastructure Master Plan” or “IMP” is a component of the adopted Master Community Plan for the Project, as such document may be amended from time to time. “Landfill” shall have the meaning set forth in Recital A. “Landfill O&M Mitigation Measures” shall have the meaning set forth in Recital D. “Landfill O&M Obligations” shall have the meaning set forth in Recital D. “Landfill Parcel” shall have the meaning set forth in Recital A. “Losses” means all claims, demands, losses, liabilities, damage, liens, obligations, interest, injuries, penalties, fines, lawsuits or other proceedings, judgments and awards and costs and expenses (including reasonable attorneys’ fees and costs, consultant fees and costs and court costs) of whatever kind or nature, known or unknown, contingent or otherwise, including the reasonable costs to the applicable Party of carrying out the terms of any judgment, settlement, consent, decree, stipulated judgment or other partial or complete termination of an action or procedure that requires such Party to take any action.
“Master Community Plan” or “MCP” is the adopted Master Community Plan for the Project, as such document may be amended from time to time. “Master Developer Party” means Master Developer, the Phase Developers, their partners, Affiliates and owners, and the officers, partners, agents, employees and members of each of them.
“Mitigation Measures” means the mitigation measures identified in the Project EIR that are applicable to the Project and adopted by the City in connection with its approval of the Project, to be implemented as provided in the Project MMRP.

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“Party” and “Parties” shall have the meanings set forth in the Agreement preamble. “PCLUP” shall have the meaning set forth in Recital D.
“Person” means any natural person or a corporation, partnership, trust, limited liability company, limited liability partnership or other entity. “Phase” means, individually or collectively as the context requires, each Developer Airspace Parcel or Parcels designated as a Phase of development by Master Developer from time to time under this Agreement or a Partial Phase thereof as described in Section 4.2 of the DDA. “Phase 2A Site” means the parcel specified to be developed as “Phase 2A” as shown on the Phasing Plan attached as Exhibit E to the DDA. The City Place Park will be located on the Phase 2A Site.
“Phase Developer” means, with respect to a Phase (or Partial Phase), the developer thereof (which may include Master Developer) and the tenant under the Ground Lease for such Phase, as such Person is designated pursuant to the terms of the DDA or applicable Ground Lease.
“Post-Closure O&M Obligations” means those obligations imposed upon the Project Site pursuant to the PCLUP, the future Revised Corrective Action Plan and Revised Post-Closure Maintenance Plan, and the future revised Closure Plan.
“Project” shall have the meaning set forth in Recital C. “Project Approvals” include all discretionary approvals for the Project that have been or are issued by the City, including but not limited to the DDA, the Development Agreement, the MCP, and Development Area Plans approved under the DAP Procedures, all as may be amended from time to time.
“Project Landfill Systems” shall have the meaning set forth in Recital D. “Project Parcel” shall have the meaning set forth in Recital A. “Project Site” has the definition given in Recital C to the DDA. “Public Improvements” means Infrastructure that is required under Article VII of City’s Subdivision Code, plus any other Infrastructure that is required to be dedicated to the City pursuant to the Project Approvals.
“Regional Water Board” has the definition given in Recital D. “Release” means any accidental or intentional spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into the air, soil gas, land, surface water, groundwater or environment (including the abandonment or discarding of barrels, containers, and other closed receptacles containing any Hazardous Substance). The term includes a threatened “Release” but does not include any passive migration LEGAL_US_W # 102465506.2
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of a Hazardous Substance through the air, soil gas, land, surface water or ground water after the Hazardous Substance has been previously spilled, leaked, pumped, poured, emitted, discharged, injected, escaped, leached, dumped or disposed into the air, soil, gas, land, surface water or groundwater.
“Title 27” shall have the meaning set forth in Recital A. “WDRs” shall have the meaning set forth in Recital D.

2. Apportionment of Costs. The City’s obligations as specified in this Agreement are subject to reimbursement by the Master Developer for certain costs as set forth in: (a) Sections 14.2,

15.2.2(a) and 26 of the DDA, which is not modified by this Agreement; and (b) Section 5.1 of the Development Agreement, which is not modified by this Agreement. Notwithstanding anything in the DDA or this Agreement to the contrary, for purposes of calculating the Annual Landfill Costs (as defined in the DDA), the City may, at its election, amortize: (i) the total or any portion of the premium, surplus line taxes and broker commissions contributed by the City hereunder for any Project Insurance Program (as defined in Exhibit D) over the applicable term of such Project Insurance Program, notwithstanding that the entire premium, surplus line taxes and broker commission will be actually paid at binding of the applicable Project Insurance Program; and (ii) capital repairs or replacements of new equipment that cost in excess of $50,000 and are made or purchased by or on behalf of the City after the effective date of this Agreement in connection with the City’s operation and maintenance obligations on any Landfill Parcel, which may, at the election of the City, be amortized over the shorter of (x) the useful life of such capital repair or replacement on a straight-line basis or (y) a fifteen (15) year period.

3. Scope of Agreement.
(a) Term. This Agreement shall commence upon the Effective Date. This Agreement shall terminate upon the fifth (5th) anniversary of the termination date for the last Ground Lease to terminate.
(b) Topics Addressed. This Agreement allocates responsibilities between the City and the Master Developer for: (1) the operation, maintenance, and management responsibilities imposed on the Parties in the Landfill O&M Obligations; and (2) the design and construction of the Project Landfill Systems.
(c) Future Application. To the extent that the requirements included in the existing Landfill O&M Obligations are modified by a regulatory agency or included in future Landfill O&M Obligations (for example, the future Revised Corrective Action Plan), it is the intent of the Parties that responsibilities shall be allocated between the City and the Master Developer in the same manner as set forth in this Agreement for the existing Landfill O&M Obligations. To the extent that future Landfill O&M Obligations include new requirements not contemplated by the existing Landfill O&M Obligations, the allocation of responsibility for such requirements shall be guided by the general principle that requirements associated with the Developer Landfill Systems shall be the responsibility of the Master Developer, and requirements associated with the City Landfill Systems shall be the responsibility of the City.

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(d) Cooperation and Coordination. The Parties shall cooperate with each other and act in good faith in complying with the provisions of this Agreement, and shall undertake such actions as may be reasonably necessary to minimize the cost and effort required to comply with their responsibilities of this Agreement. Each Party also shall undertake such actions as may be reasonably necessary in order to grant physical access to the other Party for the purposes of undertaking such Party’s obligations under this Agreement. The Parties shall respond to each other Party’s reasonable inquiries and requests in a timely manner (taking into account the nature of the inquiry/request) in the performance of such Party’s obligations under this Agreement. (e) Providing Timely Data. Upon the other Party’s written request, each Party shall promptly provide or cause to be provided all final: engineering reports, environmental reports, and testing results prepared for that Party by third parties, and all formal written correspondence and required notifications to and from regulatory agencies, to the extent such reports, results, correspondence and notifications are: related to the performance of its obligations under this Agreement; in the possession and control of the Party; and are not privileged or attorney work product.
(f) Preparation of Plans and Reports. Notwithstanding anything to the contrary in this Agreement, to the extent that any provision in this Agreement obligates the Master Developer to prepare memoranda, plans, reports, or any other type of documentation that is (1) subject to City review and (2) required to be submitted to a public agency, and the Master Developer fails to timely prepare such document in accordance with this Agreement, the City, after providing the Master Developer with reasonable notice and an opportunity to cure, may, at its reasonable discretion, elect to prepare such documentation itself, provided that the document prepared by the City shall not propose actions or requirements that unreasonably and adversely affect the Master Developer’s ability to implement the Project. Any City costs or expenses incurred during the preparation of such documentation shall be reimbursed by the Master Developer as “City Costs,” as provided in (a) Section 26 of the DDA, which is not modified by this Agreement, and (b) Section 5.1 of the Development Agreement, which is not modified by this Agreement.
(g) Conflicts with DDA. Except as otherwise expressly set forth in this Agreement, to the extent that the provisions of this Agreement conflict with any provisions in the DDA (including the form of Ground Lease attached thereto as Exhibit B-2), the provisions of this Agreement shall control.

4. Design and Construction of Project Landfill Systems in Project Parcels. The Master Developer has the responsibility to design and construct certain components of the Project Landfill Systems in Project Parcels consistent with the Project Approvals. Notwithstanding anything to the contrary contained herein or in the DDA, it is acknowledged and agreed that if any component of the Project Landfill Systems that Developer is obligated to construct pursuant to the Project Approvals (which components comprise Infrastructure) is not a “Secured Public Improvement” under the DDA, then such component shall be deemed to be a “Secured Phase Improvement” and shall be subject to the requirements for “Adequate Security” applicable thereto under Section 28 of the DDA, except that Developer shall have the option to deliver “Adequate Security” satisfying the “SMA Security Requirements” in lieu of a “Completion Guaranty” (as each such term is defined in the DDA).

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5. Ownership, Operation, and Maintenance of Landfill System Components. (a) Developer Landfill Systems and City Landfill Systems. Once the Project (or applicable phases of it) is built, subject to the terms herein, the Master Developer and the City will own, operate and maintain discrete separate structures and other features beneath and above the Landfill, referred to as the “Developer Landfill Systems” and the “City Landfill Systems,” as follows:
(i) Developer Landfill Systems. The Master Developer will own, operate, and maintain all landfill gas mitigation systems built by or on behalf of Master Developer beneath each building, street segment, roadway and common area in the Developer Airspace Parcels, except with respect to any street or other area owned or controlled (e.g., pursuant to an easement) by City, including streets or areas that are initially privately owned or controlled but are later transferred to City, including, without limitation, pursuant to an easement (collectively, the “Developer Landfill Systems”).
(ii) City Landfill Systems. The City will own, operate, and maintain all of the Project Landfill Systems other than the Developer Landfill Systems (“City Landfill Systems”).
(b) Visual Depiction of Responsibilities. The cross-section drawings attached hereto as Exhibit B are intended illustratively to show the division of responsibilities for Landfill O&M Obligations between the Master Developer and the City. The Parties recognize that there may be changes in the configuration and location of the City Landfill Systems and the Developer Landfill Systems prior to construction as the design as the Project evolves. For example, the Parties recognize that although there are no current plans for landfill gas mitigation systems beneath public streets or areas retained by or dedicated to the City, it is possible that such systems could be required and this Agreement has therefore allocated responsibility to the City for operation and maintenance of any such systems that are ultimately required. Accordingly, to the extent that there are any conflicts between the terms of this Agreement and the depictions in Exhibit B, the express terms of this Agreement shall control. Neither the Developer Landfill Systems nor the City Landfill Systems include any structures or features that are designated as “public/franchise utility responsibility” on Exhibit B.

6. Allocation of Responsibilities in PCLUP and WDRs.
(a) Post-Closure Land Use Plan. The division of the Post-Closure O&M Obligations between the City and the Master Developer pursuant to the PCLUP (including all costs of compliance) is set forth in Section I of the “Landfill Responsibility Matrix” attached hereto as Exhibit C.
(b) WDRs.
(i) Notwithstanding whether the City alone, or instead both Parties, are named as Dischargers for performance of particular tasks or requirements under the WDRs, the LEGAL_US_W # 102465506.2
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Parties agree the responsibility for performance of such tasks or requirements (including all costs of compliance) shall be as set forth in this Agreement. (ii) Where Section B (Specifications) in the WDRs or Section C (Provisions) in the WDRs concern requirements or obligations related to operation, maintenance and management of Project Landfill Systems (as opposed to design and/or construction requirements) and both the City and the Master Developer are named as “Dischargers” on the WDRs for such specification or provision, the entity responsible for performance of such specification or provision (including all costs of compliance) is set forth in Section II of the attached Landfill Responsibility Matrix (Exhibit C).
(iii) With respect to the baseline monitoring contemplated in WDR Section C.4, at least four rounds of the baseline monitoring of the completed ground water network that is included as part of the work plan shall be conducted by Master Developer before placement of pilings commences. Such four rounds of monitoring shall be conducted at intervals roughly evenly spaced, at least one month apart, but Master Developer shall endeavor to space the rounds six (6) to eight (8) weeks apart. Potential effects of local dewatering must also be evaluated prior to development to establish baseline (pre-development) hydrological conditions. (c) Inconsistencies. Where there is an inconsistency in the assignment of responsibilities as between PCLUP requirements and WDR requirements and the terms set forth on Exhibit C (the Landfill Responsibility Matrix), the requirements and allocation of Exhibit C shall govern. Where there is an inconsistency or conflict between the assignment of responsibilities in this Agreement and Exhibit C, the assignment of responsibilities in this Agreement shall govern.
(d) Summary of Requirements. The descriptions of the Landfill O&M Obligations that are included in the Landfill Responsibility Matrix merely summarize the Landfill O&M Obligations specified in each provision of these documents. The Parties shall refer to the specific provision of the WDRs and PCLUP to determine the full scope of the responsibilities under the applicable legal documents.

7. Allocation of Responsibilities in Other Title 27 Regulatory Documents. As various phases of construction are completed, the Landfill owner will be required by the Title 27 regulations to submit and obtain regulatory approval of updated revised Corrective Action Plans, Post-Closure Maintenance Plans, and Closure Plans. Regarding any requirements in such plans (including all costs of compliance), the obligation to prepare, submit and implement such plans shall be the responsibility of the City to the extent they apply to or arise from City Landfill Systems, and shall be the responsibility of the Master Developer to the extent they apply to or arise from Developer Landfill Systems.

8. Allocation of Responsibilities in Landfill O&M Mitigation Measures. The obligations of the City and the Master Developer to comply with the Landfill O&M Mitigation Measures (including all costs of compliance) are assigned as follows:
(a) Mitigation Measure HAZ. 2.1. The Master Developer shall provide to the City a final Waste Management Plan approved by the landfill regulatory agencies. The City will LEGAL_US_W # 102465506.2
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verify that the final Waste Management Plan includes all required components and all necessary approvals.
(b) Mitigation Measure HAZ-4.1. The Master Developer shall prepare the plans and reports required by Mitigation Measure HAZ-4.1. The plans and reports are subject to review and approval by the City, which subsequently shall submit them to and obtain approval from the regulatory agencies as specified in the measure. The Master Developer shall be responsible for any design work and construction required by such plans and reports.

Responsibility for any operation and maintenance measures outlined in such plans and reports is assigned to the City for City Landfill Systems and to the Master Developer for Developer Landfill Systems.
(c) Mitigation Measure HAZ-4.2. The Master Developer shall provide to the City a design for the replacement landfill gas collection, control and extraction system as set forth in Mitigation Measure HAZ-4.2. The specifications are subject to review and approval by the City, which subsequently shall submit them to and obtain approval from the regulatory agencies as specified in the measure. The Master Developer shall be responsible for the construction of the replacement landfill gas collection, control and extraction system. City shall be responsible for the operation and maintenance of such system. (d) Mitigation Measure HAZ-4.4. The Master Developer shall prepare a landfill gas monitoring and control program as specified in Mitigation Measure HAZ-4.4 with respect to the migration of landfill gas beyond the boundaries of the Landfill, and shall submit the same to the City. The program is subject to review and approval by the City, which subsequently shall submit it to and obtain approval from the regulatory agencies as specified in the measure. The Master Developer shall be responsible for the construction of all gas monitoring and control features and systems. Responsibility for operation and maintenance of the approved program is assigned to the Master Developer except that the City shall be responsible for operation and maintenance of the approved program for any public street that is located on the 40-acre platform to be constructed above Parcel 4 of the Landfill. (e) Mitigation Measure HAZ-6.1. The Master Developer shall prepare the Leachate Collection and Removal System Technical Memorandum as specified in this measure and submit it to the City. The Technical Memorandum shall be subject to review and approval by the City, which subsequently shall submit it to and obtain approval from the regulatory agencies as specified in the measure. The Master Developer shall be responsible for the construction of any required new components of the leachate collection and removal system.

The City shall operate and maintain the leachate collection and removal system in accordance with the approved Technical Memorandum.

9. Phase 2A Site Landfill Protection Measures. The Parties acknowledge that the Ground Lease for the Phase 2A Site must incorporate protections in order to accommodate the City’s current and intended uses of the Phase 2A Site (including but not limited to the ultimate use of most or all of the Phase 2A Site as a public park). Therefore, in addition to the modifications to the form of Ground Lease for Phase 2A that are contemplated by Section 4.8.1(b) of the DDA, the Ground Lease for Phase 2A also shall ensure that the Landfill is adequately protected during the lease term so that the Phase 2A Site is returned to the City at the end of the lease term in a condition LEGAL_US_W # 102465506.2
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that is safe and suitable for the City’s purposes. Such modifications may include, but shall not be limited to, additional requirements regarding the amount and location of dirt that can be taken from the Phase 2A Site for use elsewhere in the Project, as well as permitted uses of the Phase 2A Site and operational best practices for activity on the Phase 2A Site during the term of the Ground Lease.

10. Substitution of Master Owners’ Association for Master Developer in Waste Discharge Requirements. Upon formation of a Masters Owners’ Association under Conditions, Covenants and Restrictions applicable to the Landfill Parcel and Airspace Parcels and consistent with the DDA (the “Master Owners’ Association”), and subject to the following requirements, the City shall make good faith efforts to support the substitution, in whole or in part, of the Master Owners’ Association for the Master Developer in the WDRs:
(a) The Master Owners’ Association shall enter into an Assignment, Assumption and Release Agreement in a form reasonably acceptable to the City, pursuant to which the Master Owners’ Association assumes the applicable rights and obligations under this Agreement from the Master Developer; and
(b) The Master Owners’ Association shall provide to the City financial assurance (including but not limited to annual evidence of the insurance required pursuant to Section 12 of this Agreement, as well as assurance that the Master Owners’ Association shall remain in existence, and sufficiently capitalized, until the end of the term of this Agreement as set forth in Section 3(a) hereof, or its earlier termination) that the City reasonably agrees is sufficient to prove that the Master Owners’ Association is capable of assuming all of Master Developer’s obligations under this Agreement.

Upon the later to occur of (i) approval by the Regional Water Board of a substitution of the Master Owners’ Association for the Master Developer in the WDRs and (ii) fulfillment of all conditions set forth in Sections 10(a) and 10(b), above, each task assigned to the Master Developer in this Agreement, including without limitation, Exhibit C attached hereto, shall instead be the responsibility of the Master Owners’ Association.

11. Indemnity Obligations. The parties agree that the terms of this Section 11 shall survive the expiration or earlier termination of this Agreement.
(a) City Obligations. City agrees to Indemnify, defend, and hold harmless the Master Developer Parties from and against any and all Losses asserted against or incurred by any Master Developer Party to the extent such Losses are directly related to City's negligence or willful misconduct that results in a failure to perform its obligations under this Agreement, except to the extent that such failure is caused by the breach of this Agreement by Master Developer, any Phase Developer, or any tenant or occupant of a Phase, or any negligence or misconduct by Master Developer, any Phase Developer, or any tenant or occupant of a Phase, and except to the extent that (i) such Loss relates to on-site ground water contamination and (ii) Master Developer has obtained insurance which covers such Loss. (b) Master Developer’s Obligations. Master Developer agrees to Indemnify, defend, and hold harmless the City Parties from and against any and all Losses incurred by or LEGAL_US_W # 102465506.2
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asserted against any City Party in connection with, arising out of, or in response to, or in any manner relating to:
(i) Master Developer's breach of any obligation of Master Developer under this Agreement;
(ii) Master Developer's violation of any obligation under this Agreement with respect to its compliance with Environmental Laws on or relative to the Project Site by Master Developer; and
(iii) Any Release or threatened Release of a Hazardous Substance, or any condition of pollution, contamination or Hazardous Substance-related nuisance on, under or from real property at the Project Site (including any Public Improvements) to the extent the Release, threatened Release, condition, contamination or nuisance was caused, contributed to, or exacerbated by the negligence of the Master Developer or others for whom Master Developer is responsible (including its contractors and servants) on any portion of the Project Site; provided, that this clause (iii) shall not apply as to a City Party to the extent such violation, Release, threatened Release, condition, contamination or nuisance commenced or was created by or caused by the negligence of a City Party.

In each of (i), (ii), and (iii), above, the term "Master Developer" includes the Master Developer Parties and their agents, servants, employees or contractors, or any other party for which Developer is responsible or which is acting pursuant to the authority of Master Developer with respect to this Agreement or the Project. (c) The obligations of Master Developer and City under this Section 11 shall: (1) apply regardless of the extent or availability of insurance proceeds; and (2) survive the expiration or other termination of this Agreement. However, if any indemnified matter under this Section 11 is covered by or subject to being defended by a policy of insurance obtained by Master Developer under Exhibit D attached hereto and made a part hereof, then the Indemnified Party shall reasonably cooperate with the Indemnifying Party in asserting a claim or claims under such insurance policy or Indemnity but without waiving any of its rights under this Section 11. The submission and management of claims under such joint insurance programs shall be governed by an insurance administration agreement to be executed by Master Developer and the City on or before the commencement of intrusive work on the Landfill under “Phase 2” of the Project (the “Insurance Administration Agreement”). The Insurance Administration Agreement shall, among other things, establish criteria and procedures for allocating and paying self-insured retentions and establish protocols for notification and cooperation in the process of making claims to the insurer. Master Developer and City specifically acknowledge and agree that each has an immediate and independent obligation to defend the Indemnified Parties from any claim that may reasonably fall or is otherwise determined to fall within the Indemnification provision of this Section 11, even if the allegations are or may be groundless, false or fraudulent. The obligation of Master Developer or City to defend under this Section 11 shall arise at the time a claim is tendered to the Master Developer or City and shall continue at all times thereafter.

Notwithstanding the foregoing, if the Master Developer and City are both named insureds on an insurance policy neither party will seek Indemnification from the other under this Section 11for a condition or claim that is being covered or defended under such policy (including, without LEGAL_US_W # 102465506.2
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limitation, pursuant to a reservation of rights) unless it has asserted and used commercially reasonable efforts to pursue a claim for insurance under such policy and pursuant to the terms of the Insurance Administration Agreement and (if successful in the pursuit of such claim) until any limits from the policy are exhausted, provided that nothing in this sentence requires either Master Developer or City to pursue a claim for insurance through litigation prior to seeking Indemnification from the party with the obligation to indemnify. Master Developer and City each agree to a tolling of any and all statutes of limitation relating to the Indemnified Party’s right to seek Indemnification under this Section 11 during the pendency of any claim under the applicable joint insurance programs.
(d) Subject to the provisions of subparagraph (c) of Paragraph 11, each Party (as applicable, the “Indemnified Party”) agrees to give prompt notice to the other Party (as applicable, the “Indemnifying Party”) with respect to any suit filed or claim made against the Indemnified Party (or, upon Indemnified Party’s discovery thereof, against any party that the Indemnified Party believes in good faith is covered by any Indemnification given by the Indemnifying Party under this Agreement) no later than the earlier of (a) ten (10) days after valid service of process as to any filed suit or (b) fifteen (15) days after receiving notification of the assertion of such claim, which the Indemnified Party has good reason to believe is likely to give rise to a claim for Indemnification hereunder by the Indemnifying Party. The failure of the Indemnified Party to give such notice within such timeframes shall not affect the rights of the Indemnified Party or obligations of the Indemnifying Party under this Agreement except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnifying Party shall, at its option but subject to Approval by the Indemnified Party, be entitled to control the defense, compromise or settlement of any such matter through counsel of the Indemnifying Party’s choice; provided, that in all cases the Indemnified Party shall be entitled to participate in such defense, compromise or settlement (either at the Indemnified Party’s own expense or, if there is a challenge to implementation of this Agreement itself, at the Indemnifying Party’s own expense).

If the Indemnifying Party shall fail, however, in the Indemnified Party’s reasonable judgment, within a reasonable time following notice from the Indemnified Party alleging such failure, to take reasonable and appropriate action to defend, compromise or settle such suit or claim, the Indemnified Party shall have the right promptly to hire counsel to carry out such defense, compromise or settlement, and the reasonable expense of the Indemnified Party in so doing shall be due and payable to the Indemnified Party within fifteen (15) days after receipt by the Indemnifying Party of a properly detailed invoice for such expense.

12. Insurance Obligations. The Master Developer shall obtain and maintain the insurance policies and programs set forth on Exhibit D attached hereto and made a part hereof. Except as otherwise provided in Exhibit D, such policies and programs shall be obtained and maintained at Master Developer’s sole cost and expense. Exhibit D sets forth the insurance program for all phases of the Project (including Phase 1, which is not located on the Landfill). The requirements of Exhibit D shall pertain notwithstanding anything to the contrary in the DDA (including the Ground Lease forms in Exhibits G-1 and G-2). Each Ground Lease shall reference and include the requirements of Exhibit D as appropriate.

13. Submittals to Regional Water Board and/or Local Enforcement Agency. All reports, designs, and other documentation related to the Landfill O&M Requirements to be submitted to the Regional Water Board or Local Enforcement Agency by either Party pursuant to its LEGAL_US_W # 102465506.2
NOTE: AGREEMENT EXHIBITS MUST BE COPIED IN COLOR
responsibilities under this Agreement (including without limitation, the Landfill Responsibility Matrix) shall be subject to prior review and approval by the other Party, which approval shall not be unreasonably delayed or withheld, except no prior approval shall be required for reports that summarize data without making recommendations. Wherever either Party’s obligation to submit documentation to the Regional Water Board or Local Enforcement Agency pursuant to this Agreement (including without limitation, the Landfill Responsibility Matrix) is predicated upon one Party’s submittal of documentation to the other Party, such documentation shall be provided in a timely manner. For the purposes of this Agreement (including the Exhibits and Appendices), “in a timely manner” means, for a first draft (or any subsequent drafts that substantially revise prior drafts), no later than the date that is thirty (30) days prior to the due date of the submittal to the Regional Water Board or Local Enforcement Agency, and for a subsequent draft that does not substantially revise prior drafts, no later than the date that is fifteen (15) days prior to the due date of the submittal. If no comments from the reviewing Party are received in a timely manner, the documentation may be submitted, provided the submitting Party has made reasonable efforts to alert the reviewing Party that it has been provided the document for review, and of the deadline for submitting the document to the Regional Water Board or Local Enforcement Agency. In no event shall the requirements of this provision be construed to prevent either Party from meeting a legal deadline for submittal of documentation to the Regional Water Board or Local Enforcement Agency.

14. Memorandum of Agreement. The Parties shall execute, acknowledge, deliver and record a “short form” memorandum of this Agreement against the City Landfill Parcels in the Official Records of Santa Clara County within ten (10) days after execution here or any amendment thereto, with any costs to be borne by Master Developer, to put such memorandum of record and put third parties on notice of this Agreement.

15. Recitals and Exhibits. The Recitals, as well as the following Exhibits, are hereby incorporated into and made a part of this Agreement:

Exhibit A Legal Description of City Landfill Parcels
Exhibit B Project Cross-Section Drawings
Exhibit C Landfill Responsibility Matrix
Exhibit D Insurance Obligations
Exhibit E Miscellaneous Provisions
NOTE: AGREEMENT EXHIBITS MUST BE COPIED IN COLOR
IN WITNESS WHEREOF, the parties have executed this Landfill Post-Closure Operation and Management Agreement as of the date(s) set forth below.

Dated: ~ M_IA_\ft--------"- 9.h_1._..2~0~20~

CITY OF SANTA CLARA, CALIFORNIA,
a chartered California municipal corporation
Ill" ~~~ J SaAfoM.

Its: ~ Mlll\Q,SU
Dated: May 18, 2020

RELATED SANTA CLARA, LLC,
a Delaware imited liability company
By:_~--------
Name: Steve Eimer
Its: Executive Vice President
LEGAL_US_W# 102465506.2
APPROVED AS TO FORM:

SANTA CLARA CITY ATI'ORNEY'S OFFICB
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Exhibit B
Project Cross Section Drawings

STARS AND STRIPES DRIVE

FIRST STREET

SECOND STREET

CITY PLACE PARKWAY

CREEKSIDE DRIVE

AVENUE A

CENTENNIAL

AVENUE B

AVENUE C

LAFAYETTE STREET
2C-B
2B
2C-A
2D
2E
2F
2G
2H
2I
FOR CITY PLACE PARKWAY JUGHANDLE- SEE DETAIL 2C-B
*FOR INFORMATIONAL PURPOSES ONLY. CURRENT PLANS DO NOT INCLUDE ANY STREETS WITH THIS CONFIGURATION.
*
*
LEGEND
I I
,.

PUBLIC STREETS ~TH STRUC1\JRAL SUPPORT OVER F0Rt.4ER LANDFlLL - SHEET 2C PUBLIC SlREETS ~!HOUT STRUCTURAL SLAB ON CLEAN SOIL - SHEET 28 PUBLIC SlREETS ~!HOUT SlRUC1\JRAL SLAB OVER FOR"4ER LANOFlLL - SHEET 2C PRIVATE STREETS ~TH STRUC1\JRAL SLAB OVER FORMER LANDFILL - SHEET 20 111111111111111 BUILDINGS ~TH STRUC1\JRAL SLAB OVER FORMER LANDFlLL - SHEET 2E II 11111111111 I! LANDSCAPE/PLAZA AREAS ~TH STRUC1\JRAL SLAB OVER FORMER LANDFlLL - SHEET 2F LANDSCAPE/PLAZA AREAS OVER FORMER LANOFlLL (NO STRUC1\JRAL SLAB) - SHEET 2G I I PUBLIC STREETS OVER PARKING STRUCTURE (PARCEl. 5) - SHEET 2H PRIVATE SlREETS ~THOUT SlRUCTURAL SLAB OVER FORMER LANDFlLL - SHEET 21 BRIDGE SlRUCTURES TO BE UNDER CITY RESPONSIBILITY ™ PRIVATE BRIDGE STRUCTURES C = :=J LIMITS OF LANDFlLL (APPROXIMATELY)

LICK MILL BLVD
*FOR INFORMATIONAL PURPOSES ONLY. CURRENT PLANS DO NOT INCLUDE ANY STREETS WITH THIS CONFIGURATION.
*
*
LEGEND
PIJBUC STREETS llnlH STRUC1\JRAI. SLAB OVER FORUEJI- L,\NOFIU. - SflEET 2A IS:\_ S ] PVBUC STREETS llnTH S1RVC1\JRAI. SUPPORT 0\'£11 FORMER l/lNOflLL - SHEP 2C I I PUBLIC STREETS llnll!OVT STRUC1\JRAI. St.AB ON CLE.AN SOIL - SHEET 2B K \_ \_ SJ PVBUC STREETS llnll!OVT STRUC1\JRAI. Sl/1B 01'£R FORMER l/lNOflLL - SHEET 2C PRIVATE STREETS llnlli STR\JC1\JRAI. Sl/1B OVER FORMER l/lNOFILL - SflEET 20 I I I I I I 11 BUILDINGS llnlH SlRUC1\JIW. SLAB OVER FORMER l/lNOflLL - SflEET 2E LANOSCAPE/PUZA ARU.S \\llH STRUCnJRAL SLAB 01.tR FORMER l/lNOFILL - SflEET 2F l/1 OSCAPE/PUZA AREAS OVER FORUER l/lNOFILL (NO S1RVC1\JRAL SUIB) - SflEET 20 PIJBUC STREETS OVER PARKING STRUC1\JRE (PARCEL 5) - 51-iEET 21-1 ts:SS:l PRIVATE STREETS \\llHOUT STRUCTURAL Sl/1B OVER FORMER l/lNDFll.l. - SHEET 21 - BRIDGE S1RVC1\JRES TO BE UNDER CITY RESPONSIBIUTY
l@m PRIVATE BRtOGE STRUCruRES
C = =i UMITS c,, l/lNOFlLL (APPROXIUATELY)

LICK MILL BLVD

SECOND STREET
*FOR INFORMATIONAL PURPOSES ONLY. CURRENT PLANS DO NOT INCLUDE ANY STREETS WITH THIS CONFIGURATION.
*
*
LEGEND
PUBUC Sl!lEETS WITH STRUCl\JRAL SI.AB OVER FORMER L,\/>IOFIU. - SiiEET V. PUBUC SffiEETS WITH SlllUCl\JRAL SUPPORT OVER FORl,IER L/INDflLL - SH£P 2C PUBUC SlllEETS WITllOUT srauCl\JRAL Sl."8 ON CIDN SOIL - SHEET ZB PUBUC SffiEETS WITHOUT SffiUCl\JRAL SL/18 OVER FORMER L/INDflU. - SHEET 2C PRIV,._ TE SffiEETS Willi STRUCl\JRAL SL/18 OVER FORMER LIINOF1U. - SiiEET 20 r11 1 1 1 1 BUILDINGS WITH STRUCTURAL SL/IB OVER FORMER L/INOFILL _ SJJEET 2E LANDSCAPE/PLAZA ARUS WITH STRUCTURAL SLAB OVER FORMER LANDFILL - SJlEET 21 L/INDSCAPE/PLAZA /\REAS OVER FORMER L/INOFILL (NO STRUCTURAL SL/18) - SJlEET 20 PUBUC STREETS OVER PARKING STRUC1\JRE (PARCEL 5) - SHEET 2H KS::S::~ PRIVATE STREETS WITHOUT STRUC1\JRAL SL/IB OVER FORMER L/INOFILL - SHEET 21 BRIDGE STRUC1\JRES TO BE UNDER CITY RESl'ONSIBIUTY
!3888XI PRIV,._TE BRIDGE STRUCTURES
C = :::J LIMITS OF L/INOFIU. (APPROXIMATELY)
FOR INFORMATIONAL PURPOSES ONLY. CURRENT PLANS
DO NOT INCLUDE ANY STREETS WITH THIS CONFIGURATION.

FINISHED FLOOR
.· .. •.· ·"

INTERSTITIAL
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VARIES I VARIES
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TYPICAL SECTION

II RELATED

CITY PLACE SANTACLARA
N.T.S.

TYPICAL SECTIONS
SHEET 2A
LEGEND
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CITY RESPONSIBILITY:
- CITY UTILITY MAINS

SILICON VALLEY POWER (SVP)

SIDEWALK

CURB & GUTTER

ROADWAY PAVEMENT

STREET TREES/LANDSCAPING

FILL MATERIAL

LANDFILL GAS EXTRACTION WELL
& COLLECTION SYSTEM (LFG)

CLAY CAP & REFUSE

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LEASEE RESPONSIBILITY:
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SIDEWALK
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STRUCTURAL SLAB & PILES
PUBLIC/FRANCHISE UTILITY RESPONSIBILITY:
- GAS - TELECOMMUNICATIONS - FIBER OPTIC
- CABLE TV
JANUARY 1 S, 2019
BKF Project No.: 20156041-30
ENGINEERS . SURVEYORS . PLANNERS
1730 N . First Street, Suile 600
San Jose, CA 95112
Tel: 400.467,9100 F&x: 406,467.9199

FINISHED FLOOR
.·. •.

INTERSTITIAL
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VARIES
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VARIES

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PUBLIC STREETS W/O STRUCTURAL SLAB ON "CLEAN SOIL"
TYPICAL SECTION N.T.S.

TYPICAL SECTIONS
SHEET 2B

CITY PLACE SANTACLARA

FINISHED FLOOR

INTERSTITIAL
SPACE
LEGEND
C:=J CITY RESPONSIBILITY:
- CITY UTILITY MAINS
- SIDEWALK
- CURB & GUTTER

ROADWAY PAVEMENT
- STREET TREES/LANDSCAPING
- FILL/NATIVE MATERIAL
LEASEE RESPONSIBILI TY:
- UTILITY SERVICE LATERALS
- SIDEWALK
- FILL/NATIVE MATERIAL
PUBLIC/FRANCHISE UTILITY RESPONSIBILITY:
- GAS
- TELECOMMUNICATIONS
- FIBER OPTIC
- CABLE TV
- SILICON VALLEY POWER (SVP)
JANUARY 15, 2019
BKF Project No.: 20156041-30
ENGINEERS . SURVEYO RS. PLANNERS
1730 N. first Street, Suite 600
San Jose. CA 95112 Tel: 408.467.9100 Fa~: 408.467.9199
2C-A
2C-B

AVENUE C
STA. 27+07 TO 29+98

NOT TO SCALE

FINISHED FLOOR
INTERSllllAL
SPACE
VAR1£S
PL
TRAVEL W"'Y
CL

TRAVEL WAY
w;m,;!
PL

SIDEWALK &

PLANTER STRIP I

I I FINISHED FLOOR
INTERSllTIAL
SPACE

I LFC OPUBLIC STREETS W/O STRUCTURAL SLAB OVER FORMER LANDFILL TYPICAL SECTION N.T.S.
f
f'
VAR

SIDEWALK &

LANDSCAPING
LEGEND
c=J c=J
CITY RESPONSIBILITY:
- CITY UTILITY MAINS - SIDEWALK - CURB & GUTTER
- ROADWAY PAVEMENT
- STREET TREES/LANDSCAPING - FILL/NATIVE MA TERI AL
- LANDFILL GAS EXTRACTION WELL
& COLLECTION SYSTEM (LFG)
- CLAY CAP & REFUSE
LEASEE RESPONSIBILITY:
- UTILITY SER~CE LATERALS
- SIDEWALK - FILL MA TERI AL
- STRUCTURAL SUPPORT (IF APPLICABLE)

BIKE LANE
PUBLIC/FRANCHISE UTILITY RESPONSIBILITY:
- GAS - TELECOMMUNICATIONS
- FIBER OPTIC

CABLE TV
- SILICON VALLEY POWER (SVP)

TRAVEL LANE TRAVEL LANE TRAVEL LANE
-;f CLAY CAP ((THICKNESS V:'fflES)

BIKE LANE

VERTICAL

LANDFILL GAS

EXTRACTION WELL
I"
VAR

SIDEWALK &

LANDSCAPING
0 PUBLIC STREETS W / STRUCTURAL SUPPORT OVER FORMER LANDFILL TYPICAL SECTION

II RELATED

CITY PLACE SANTACLARA

TYPICAL SECTIONS
SHEET 2C
N.T.S.

JANUARY 15, 2019
BKF Project No.: 2015604 1-30
ENGINEERS . SURVEYORS . PLANNERS
1730 N. First Street, Suite 600
San Jose, CA 95112
Tel: 408.467.9100 Fa,c: 408.467.9 199

FINISHED FLOOR

INTERSTITIAL
SPACE
LAM~~l~~gis I""!'-'!""~
SYSTEM
PL

VARIES VARIES

SIDEWALK & I PLANTER STRIP I
I

TRAVEL WAY
CL
I

I TRAVEL WAY
PL

VARIES VARIES
SIDEWALi( &
PLAf4TER STRIP :

I
LFG

FINISHED FLOOR
INlERSTlTIAL
SPACE

PRIVATE STREETS W / STRUCTURAL SLAB OVER FORMER LANDFILL

TYPICAL SECTION

II RELATED

CITY PLACE SANTACLARA
N.T.S.

TYPICAL SECTIONS
SHEET 2D
LEGEND
c=J
c=J
CITY RESPONSIBILITY:
- CI TY UTILITY MAINS WITHIN EASEMENTS
- FILL MATERIAL BELOW STRUCTURAL SLAB

AND ABOVE CLAY CAP
- LANDFILL GAS EXTRACTION WELL
& COLLECTION SYSTEM (LFG)

CLAY CAP & REFUSE
LEASE£ RESPONSIBILITY:
- PRIVATE UTILITY MAINS
- SIDEWALK

CURB & GUTTER

ROADWAY PAVEMEN T

STREET TREES/LANDSCAPING
,ILL MATCRIAL ADOV[ VDM

UTI LI TY SERVICE LATERALS

VAPOR BARRIER MEMBRANE (VBM)

VAPOR COLLECTION AND VENTING SYSTEM

STRUCTURAL SLAB & PILES

DRAINAGE SUMP

WATER COLLECTION AND DRAINAGE SYSTEM
PUBLIC/FRANCHISE UTILITY RESPONSIBILITY:

GAS
- TELECOMMUNICATIONS
- FIBER OPTIC

CABLE TV
- SILICON VALLEY POWER (SVP)
JANUARY 15, 2019
BKF Project No.: 20156041-30
ENGINEERS . SURVEYORS . PLANNERS
1730 N. first Street, Suite 600
San Jose, CA 95112 Tel: 408.467.9100 Fa~ : 408.467.9199

II RELATED

SIDEWALK
·. ,'

BUILDINGS W/ STRUCTURAL SLAB OVER FORMER LANDFILL
TYPICAL SECTION N.T.S.

TYPICAL SECTIONS
SHEET 2E

CITY PLACE SANTACLARA
LEGEND
c=J
CITY RESPONSIBILITY:
- FILL MATERIAL BELOW STRUCTURAL SLAB

AND ABOVE CLAY CAP
- CLAY CAP & REFUSE
LEASEE RESPONSIBILITY:
- VAPOR BARRIER MEMBRANE (VBM)

VAPOR COLLECTION AND VENTING SYSTEM
- STRUCTURAL SLAB & PILES
JANUARY 15, 2019
BKF Project No.: 2015604 1-30
ENGINEERS . SURVEYORS , PLANNERS
1730 N. First Street, Suite 600
San Jose, CA 95112
Tel: 408.467.9100 Fa11: 408.467.9199

WATER COLLECTION

ANO DRAINAGE SYSTEM
lfG
VAPOR COLl.(CllON ANO VENTING SYSTEM

FILL WM

LANDSCAPE/PLAZA AREAS W/ STRUCTURAL SLAB OVER FORMER LANDFILL

TYPICAL SECTION

II RELATED

CITY PLACE SANTACLARA
N.T.S.

TYPICAL SECTIONS
SHEET 2F
LEGEND
c=J
CITY RESPONSIBILITY:
- FILL MATERIAL ABOVE CLAY CAP

AND BELOW STRUCTURAL SLAB
- CLAY CAP & REFUSE
- LANDFILL GAS EXTRACTION WELL
& COLLECTION SYSTEM (LFG)
LEASEE RESPONSIBILITY:
- LANDSCAPE AND/OR PAVED PLAZA AREAS

FILL MATERIAL ABOVE VBM

PRIVATE UTILITIES IN FILL (IF APPLICABLE)

VAPOR BARRIER MEMBRANE (VBM)

VAPOR COLLECTION AND VENTING SYSTEM

STRUCTURAL SLAB & PILES

DRAINAGE SUMP

WATER COLLECTION AND DRAINAGE SYSTEM
JANUARY 15, 2019
BKF Project No.: 2015604 1·30
ENGINEERS • SURVEYORS , PLANNER S
1730 N. First Street, Suite 600
San Jose, CA 95112
Tel: 408.467.9100 Fa11: 408.467.9199

FILL AND/OR NATIVE
l.FG

LANDSCAPE/PLAZA AREAS OVER FORMER LANDFILL (NO STRUCTURAL SLAB)

TYPICAL SECTION

II RELATED

CITY PLACE SANTACLARA
N.T.S.

TYPICAL SECTIONS
SHEET 2G
LEGEND
CITY RESPONSIBILITY:
- CLAY CAP & REFUSE
- LANDFILL GAS EXTRACTION WELL
& COLLECTION SYSTEM (LFG)
- FILL/NATIVE MA TERI AL ABOVE CLAY CAP
LEASEE RESPONSIBILITY:
- LANDSCAPE/PAVED PLAZA AREAS - PRIVATE UTILI TIES IN FI LL (IF APPLICABLE) JANUARY 15, 2019
BKF Project No.: 2015604 1-30
ENGINEERS . SURVEYORS . PLANNERS
1730 N. First Street, Suite 600
San Jose, CA 95112
Tel: 408.467.9100 Fa,c: 408.467.9199
LANDFlll GAS

MITIGATION
SYSTEt.l,

AS NEEDED

II RELATED
CL
PL

VARIES TRAVEL WAY

SIDEWALK &
: PLANTER Sl;RIP
I
fill MATERIAL

TRAVEL WAY
VBM~ AS NEEDED
PL
VARIES

SIDEWALK & PLANTER STRIP I
I
I
I
PUBLIC STREETS OVER PARKING STRUCTURE (PARCEL 5)
TYPICAL SECTION N.T.S.

TYPICAL SECTIONS
SHEET 2H

CITY PLACE SANTACLARA
LEGEND
c=J
c=J
CITY RESPONSIBILITY:
- CITY UTILITY MAINS

SILICON VALLEY POWER (SVP)
- CURB & GUTTER
- ROADWAY PAVEMENT

STREET TREES/LANDSCAPING
- FILL MATERIAL ABOVE UPPER STRUCTURAL SLAB
LEASEE RESPONSIBILITY:
- SIDEWALK
- FILL MATERIAL
- PARKING STRUCTURE
- LOWER STRUCTURAL SLAB
- UPPER STRUCTURAL SLAB
- VAPOR BARRIER MEMBRANE (VBM)
- VAPOR COLLECTION AND VEN TING SYSTEM
- NATIVE AND/OR FILL SOIL BELOW LOWER

STRUCTURAL SLAB
PUBLIC/FRANCHISE UTILITY RESPONSIBILITY:
- GAS
- TELECOMMUNICATIONS
- FIBER OPTIC
- CABLE TV
JANUARY 15, 2019
BKF Project No.: 20156041-30
ENGINEERS . SURVEYORS. PLANNERS
1730 N. first Street, Suite 600
San Jose, CA 95112 Tel: 408.467.9 100 Fa~: 408.467.9199 SD W
SS

FILL AND/OR NATIVE
RCW

FINISHED FLOOR
.· .... · ....

INTERSTITIAL
SPACE
PL

VARIES I VARIES
SIDEWALK & i PLANTER Sl)llP
lAM~~2~~~s I=;=;=,' =o=. ,'r, =, ~ 1 --i
SYSTDA

TRAVEL WAY
/XI,
CL

TRAVEL WAY
0 PL

VARIES I VARIES
SIDEWALK &: -rPLANTER STRIP I
I
LfG

FINISHED FLOOR

INTERSTITIAL
SPACE
PRIVATE STREETS W /0 STRUCTURAL SLAB OVER FORMER LANDFILL

TYPICAL SECTION

II RELATED

CITY PLACE SANTACLARA
N.T.S.

TYPICAL SECTIONS
SHEET 21
LEGEND
CJ
CITY RESPONSIBILITY:
- CITY UTILITY MAINS - SILICON VALLEY POWER (SVP)
- LANDFILL GAS EXTRACTION WELL
& COLLECTION SYSTEM (LFG)
- CLAY CAP & REFUSE
- FILL/NATIVE MA TERI AL ABOVE CLAY CAP
LEASEE RESPONSIBILITY:
- PRIVATE UTILITY MAINS
- SIDEWALK
- CURB & GUTTER
- ROADWAY PAVEMENT - STREET TREES/LANDSCAPING
- UTILITY SERVICE LATERALS
- STRUCTURAL SUPPORT (IF APPLICABLE)
PUBLIC/FRANCHISE UTILITY RESPONSIBILITY:
- GAS - TELECOMMUNICATIONS - FIBER OPTIC - CABLE TV
JANUARY 15, 2019
BKF Project No.: 20156041-30
ENGINEERS . SURVEYORS . PLANNERS
1730 N. First Street, Suite 600
San Jose, CA 95112
Tel: 408.467.9100 Fa,c: 408.467.9199
Exhibit C
Landfill O&M Responsibility Matrix
LEGAL_US_W # 102465866.1
EXHIBIT C: LANDFILL O&M RESPONSIBILITY MATRIX

EXHIBIT C

LANDFILL RESPONSIBILITY MATRIX
NOTE 1: All requirements below are summarized for reference purposes only. The complete, detailed requirements applicable to each row in this matrix are as set forth in the PCLUP and WDRs, as applicable. NOTE 2: Nothing in this Responsibility Matrix or the Agreement shall be construed to allocate any responsibility to Master Developer for a task related to any portion of the Landfill Parcel which is not a Project Parcel, except in the case of documents related to a particular Project Parcel required to be submitted in advance of the commencement of development activity on that Project Parcel. REQUIREMENT SOURCE REFERENCE RESPONSIBLE PARTY Conduct periodic monitoring and testing activities in as required by BAAQMD Regulation 8, Rule 34, CCR Title 27, and Synthetic Minor Operating Permit (SMOP) condition 2935, Part 14. Compile results and include in an annual report along with system and individual wellhead operation and downtime.

PCLUP Sec. 9.7.4 City, except with respect
to the MD’s obligations to prepare the O&M plan for the construction period, the pre-startup inspection and the system shakedown and start-up. (PCLUP Sec 9.7.1, 9.7.2) Develop detailed OM&M plan with required maintenance and monitoring details during the Design Document Phase for review and authorization by the regulatory agencies prior to implementation.

PCLUP Sec. 9.7. Master Developer
LEGAL_US_W # 102465866.1
EXHIBIT C: LANDFILL O&M RESPONSIBILITY MATRIX
REQUIREMENT SOURCE REFERENCE RESPONSIBLE PARTY Conduct system pre-startup inspection after completion of the placement of new LFG system process equipment and installation of the new LFG extraction wells prior to the LFG collection system operation.

PCLUP Sec 9.7.1 Master Developer
Perform equipment shakedown and dry run testing following completion of the system construction and pre-startup inspection to ensure proper rotation of the motors, and individual automation and safety controls are functional.

PCLUP Sec. 9.7.2 Master Developer
Check LCR system as scheduled or required for potential damages from seismic activities, corrosion, etc. Extract leachate and discharge to the sanitary sewer (pending permit approval).

PCLUP Sec. 11.5 City
Monitor groundwater and surface waters at and adjacent to the Project Site on a semi-annual basis. Compile sampling results and include in semiannual report.

PCLUP Sec. 12.0 City
Maintain automatic methane monitoring system within the first floor of the buildings, set within certain alarm levels. In the event of an emergency, Building Engineering Manager to coordinate with the City’s Fire Department appropriate actions and steps necessary to protect public health and safety and the environment, and immediately notify the LEA. Verify validity and record description of LFG sensor alarm for submission to LEA. During an evacuation, reoccupation prohibited until confirmed and approved by the City’s Fire Department that: (1) concentrations of methane meet the applicable compliance requirements and that (2) the landfill gas mitigation system (“LFGMS”) is operating in a manner that ensures adequate control of methane/vapor intrusion.

PCLUP Sec. 13.1 Master Developer
LEGAL_US_W # 102465866.1
EXHIBIT C: LANDFILL O&M RESPONSIBILITY MATRIX
REQUIREMENT SOURCE REFERENCE RESPONSIBLE PARTY Contact emergency services in the event of an emergency such as a fire or earthquake. During an evacuation, reoccupation prohibited until confirmed and approved by the City’s Fire Department that: (1) concentrations of methane meet the applicable compliance requirements; and that (2) the LFGMS systems are operating in a manner that ensures adequate control of methane/vapor intrusion. After risk of immediate danger has subsided, inspect Project Site-wide systems for damage and evaluate for necessary repair, and notify LEA accordingly. After damages assessed, record a description of damages, steps to protect public health and safety and environment, and description of further corrective actions and submit to LEA.

PCLUP Sec. 13.3 Master Developer as to
emergencies within Project Parcels. City as to emergencies on portions of the Landfill Parcel outside any Project Parcel.

LEGAL_US_W # 102465866.1
EXHIBIT C: LANDFILL O&M RESPONSIBILITY MATRIX
REQUIREMENT SOURCE REFERENCE RESPONSIBLE PARTY Conduct post-construction maintenance activities to maintain site features (pavement, foundation, landscaping) which compose the landfill cap, including inspection of landfill cover integrity and repair of landfill cover as needed. In landscaped areas, monitor condition of vegetation quarterly and monthly during wet-weather season; identify areas of irregular color or growth deficiency and note spread of conditions during future inspections. Fill and then reseed areas that have ponded water or have settled to reestablish the proper grade. Close off areas where slope failures have occurred to prevent damage to equipment or harm to individuals, and implement specific corrective action depending on the extent, nature, and location of the failure. Maintain record of final cover maintenance activities. Notify regulatory agencies if required.

PCLUP Sec. 14.1 Master Developer as to
site features within a Project Parcel during construction, and within Airspace Parcels after completion of construction. City as to City Landfill Systems and Landfill Parcels after completion of construction.

Inspect Project Site quarterly and monthly during the wet-weather season for evidence of ponding or degradation of the Project Site's drainage control system. Remedy ponding on the lower portions of the Project Site by either backfilling the area to provide positive drainage, or providing an acceptable downstream slope to an appropriate discharge point. Inspect property perimeter for failure and make temporary repairs if necessary.

PCLUP Sec. 14.2 Master Developer
LEGAL_US_W # 102465866.1
EXHIBIT C: LANDFILL O&M RESPONSIBILITY MATRIX
REQUIREMENT SOURCE REFERENCE RESPONSIBLE PARTY Examine accessible portions of LFG system piping for potential system failures on a monthly basis. Address system failures which would reduce system efficiency and/or effectiveness within 24 hours of detection. Perform preventative maintenance will be performed at manufacturer recommended intervals. Prepare LFG system operation and maintenance (O&M) manual following construction of the system and completion of record drawings.

PCLUP Sec. 14.3 City
Ongoing operation and maintenance of the LFGMS. Repair or replace system components for operational reliability as needed during routine maintenance periods. If building improvement plans (e.g., tenant improvements) impact LFGMS components, portions of the LFGMS will be properly repaired. Prepare LFGMS O&M manual following construction of the LFGMS and completion of record drawings.

PCLUP Sec. 14.4 Master Developer; City for
LFGMS under any public street or other public area (although none are currently anticipated) Ongoing operation and maintenance of the LCR system. Conduct system inspections whenever leachate is sampled. Prepare LCR system O&M manual following construction of the LCR system and completion of record drawings.

PCLUP Sec. 14.5 City
Inspect groundwater monitoring wells for signs of failure or deterioration during each sampling event. If damage discovered, replace or repair well. If replaced, decommission existing, damaged well according to the California Well Standards guidelines for well destruction. Install new wells in accordance with California Well Standards guidelines.

PCLUP Sec. 14.6 City
LEGAL_US_W # 102465866.1
EXHIBIT C: LANDFILL O&M RESPONSIBILITY MATRIX
REQUIREMENT SOURCE REFERENCE RESPONSIBLE PARTY Compile results of periodic inspections and a summary of maintenance performed to the systems discussed in PCLUP Sections 14.1 through 14.6 and include in quarterly monitoring reports.

PCLUP Sec. 14.7 City as to City
responsibilities identified herein related to PCLUP Sections 14.1-14.6; Master Developer as to Master Developer responsibilities identified herein related to PCLUP Sections 14.1-14.6.

Waste management for future, planned or emergency, subsurface activities. Inspect and maintain the integrity of the cap and provide notification of activities that disturb the cap and measures performed to mitigate the disturbance.

PCLUP Sec. 14.8 Master Developer as to
Project Parcels. City as to portions of the Landfill Parcel outside of Project Parcels.

Implement a Detection Monitoring Plan (DMP) designed to demonstrate compliance with the Water Quality Protection Standard (WQPS). The WQPS must include: (i) Constituents of Concern (COCs); (ii) Monitoring Parameters for certain COCs; (iii) Concentration Limits; and (iv) Monitoring Points. Conduct monitoring activities in accordance with the SMP to verify effectiveness of the Landfill’s systems for monitoring, containment, collection, treatment, and removal of groundwater, surface water, leachate, and landfill gas.

WDRs Sec. B.1 City
LEGAL_US_W # 102465866.1
EXHIBIT C: LANDFILL O&M RESPONSIBILITY MATRIX
REQUIREMENT SOURCE REFERENCE RESPONSIBLE PARTY Monitoring wells must be constructed in a manner that maintains the integrity of the drill hole, prevents cross-contamination of saturated zones, and produces representative groundwater samples from discrete zones within the aquifer unit each well is intended to monitor. All wells and borings at the Site that are no longer being used must be destroyed.

WDRs Sec. B.2 City as to wells and
borings it installs; Master Developer as to wells and borings it installs Install additional groundwater and leachate monitoring devices as required pursuant to the operative SMP.

WDRs Sec. B.3 City to install additional
groundwater and leachate monitoring devices required as part of the Detection Monitoring Program; however, any additional groundwater or leachate monitoring devices required by or as a result of an investigation required by the WDRs which is performed by Master Developer, or as a result of Master Developer’s activities to be the responsibility of Master Developer LEGAL_US_W # 102465866.1
EXHIBIT C: LANDFILL O&M RESPONSIBILITY MATRIX
REQUIREMENT SOURCE REFERENCE RESPONSIBLE PARTY All analyses must be conducted at a laboratory certified for such analyses by the California Department of Public Health, unless analyses can only be reasonably performed onsite (e.g., pH). Samples must be analyzed using approved U.S. EPA methods for the type of analysis to be performed. All laboratories must maintain quality assurance/quality control records for Regional Water Board review.

WDRs Sec. B.4 City as to analyses
performed by or on behalf of the City; Master Developer as to analyses performed by or on behalf of Master Developer When necessary, file a written request with the Executive Officer proposing modifications to the SMP.

WDRs Sec. B.5 City
Maintain the Landfill so as to prevent a measurably significant increase in water quality parameters at points of compliance.

WDRs Sec. B.6 City as to monitoring for
increases in water quality parameters at the “points of compliance”. City for maintenance of City Landfill Systems and any portion of the Landfill Parcel outside the Project Parcels; Master Developer for all project features in the Developer Airspace Parcels or owned by Master Developer in the Project Parcels.

LEGAL_US_W # 102465866.1
EXHIBIT C: LANDFILL O&M RESPONSIBILITY MATRIX
REQUIREMENT SOURCE REFERENCE RESPONSIBLE PARTY Whenever there is “measurably significant” geochemical evidence of an exceedance of concentration limits or significant physical evidence of a release, an Evaluation Monitoring Program (EMP) must be implemented at the direction of the Executive Officer.

WDRs Sec. B.7 City to implement the
Evaluation Monitoring Program; however, if it is determined that the source of the impact is caused or exacerbated from Master Developer’s activities, then Master Developer to be responsible for (1) the cost of determining the source of the impact and (2) the cost of the Evaluation Monitoring Program.

All reports submitted pursuant to the WDRs must be prepared under the supervision of and signed by appropriately licensed professionals, as acceptable to the Executive Officer.

WDRs Sec. B.8 City as to reports
prepared by the City; Master Developer as to reports prepared by Master Developer.

Landfill piles or piers must be constructed so as not to impact water quality, serve as conduits for leachate or landfill gas/VOC, and be able to withstand stresses caused by settlement and seismic activity. Monitoring ports must be installed through the platform structure to observe and measure settlement around the piles or columns.

WDRs Sec. B.9 Master Developer
LEGAL_US_W # 102465866.1
EXHIBIT C: LANDFILL O&M RESPONSIBILITY MATRIX
REQUIREMENT SOURCE REFERENCE RESPONSIBLE PARTY Incorporate a contingency plan into all work plans for drilling through the refuse, whether for investigation purposes or for installation of wells, structural piles, or any excavation that may encounter waste.

WDRs Sec. B.10 Master Developer as to
any activity performed by or on behalf of Master Developer on the Project Parcels. City as to any drilling or well installation conducted by City.

Operate the landfill gas collection system and landfill gas mitigation system uninterrupted, except as required and permitted for maintenance and/or repairs.

WDRs Sec. B.11 City for City Landfill
Systems; Master Developer for Developer Landfill Systems Prevent downwater migration of water and upward migration of landfill gas through cracks in the landfill cap that cannot be fully captured in the landfill gas mitigation systems.

WDRs Sec. B.12 Master Developer as to
Developer Airspace Parcels, and pilings and any Developer-maintained parks in a Project Parcel. City as to other portions of the Landfill Parcel outside the Developer Airspace Parcels.

LEGAL_US_W # 102465866.1
EXHIBIT C: LANDFILL O&M RESPONSIBILITY MATRIX
REQUIREMENT SOURCE REFERENCE RESPONSIBLE PARTY Design and construct project features above the waste and within the development that are critical to the protection of all occupants and/or water quality to withstand stresses caused by landfill settlement and seismic activity.

WDRs Sec. B.13 Master Developer for
project features Master Developer designs and constructs. City for project features City designs and constructs (i.e. certain features in Parcel 3).

Ensure that access is available for inspection and repair of critical features within the development that are related to the protection of occupants, water quality and the structural features of the development.

WDRs Sec. B.14 City for City Landfill
Systems; Master Developer for all other project features.

Prior to the construction of each phase of development on top of the Landfill cap, certify that there is a continuous clay liner/cap at least one foot thick with permeability of less than 10-6 cm/sec above the Landfill in the parcel included in the area of phased construction.

WDRs Sec. B.15 Master Developer
Design and maintain podium structures constructed over or adjacent to refuse to prevent infiltration of any fluids from migrating into the final cover of the Landfill.

WDRs Sec. B.16 Master Developer
LEGAL_US_W # 102465866.1
EXHIBIT C: LANDFILL O&M RESPONSIBILITY MATRIX
REQUIREMENT SOURCE REFERENCE RESPONSIBLE PARTY Notify the Regional Water Board of any failure occurring in the Landfill that threatens the integrity of containment or control features or structures at the Landfill.

WDRs Sec. B.17 City to notify Regional
Water Board of any failure; Master Developer must notify City of the failure of any project feature except for City Landfill Systems as soon as feasible but in no case later than twelve (12) hours after discovery of any such failure.

LEGAL_US_W # 102465866.1
EXHIBIT C: LANDFILL O&M RESPONSIBILITY MATRIX
REQUIREMENT SOURCE REFERENCE RESPONSIBLE PARTY Grade and construct final cover systems for waste management units to promote lateral runoff and prevent ponding and infiltration of water.

WDRs Sec. B.18 Master Developer as to
grading and construction of final cover systems; City as to ordinary maintenance of public streets. Master Developer to be responsible for addressing any settlement/grading issues that arise on the Project Parcels.

Protect the Landfill from washout or erosion of wastes from inundation, which could occur as a result of a 100-year, 24-hour storm event or as the result of flooding with a return frequency of 100 years.

WDRs Sec. B.19 City as to City Landfill
Systems; Master Developer for all other project features.

LEGAL_US_W # 102465866.1
EXHIBIT C: LANDFILL O&M RESPONSIBILITY MATRIX
REQUIREMENT SOURCE REFERENCE RESPONSIBLE PARTY Review of SMP after each phase of development and proposal of any improvements that may be necessary to identify water quality impacts from the Landfill that may be caused by development.

WDRs Sec. B.20 City to review SMP;
Master Developer to install any such improvements necessary Install new monitoring stations to replace any monitoring wells designated as monitoring stations that are destroyed or lost during Landfill development or maintenances, so as to provide equivalent or better monitoring capacity.

WDRs Sec. B.21 Master Developer to be
responsible for replacement of monitoring wells/stations that are required due to Master Developer’s activities; City to be responsible for replacement of monitoring wells/systems destroyed or lost during maintenance.

LEGAL_US_W # 102465866.1
EXHIBIT C: LANDFILL O&M RESPONSIBILITY MATRIX
REQUIREMENT SOURCE REFERENCE RESPONSIBLE PARTY Maintain devices or designed features installed pursuant to the WDRs, such that they continue to operate as intended without interruption, except as required or permitted for scheduled maintenance or repairs.

WDRs Sec. B.22 Master Developer for
devices or features in Project Parcels during construction. After completion of construction, City for City Landfill Systems, Master Developer for Developer Landfill Systems.

Provide and maintain a sufficient number of permanent survey monuments near the landfill from which the location and change in elevation of wastes, structures placed above the waste, waste containment features, and monitoring facilities can be evaluated for settlement throughout landfill redevelopment, landfill closure, and landfill post-closure maintenance period.

WDRs Sec B.23 City
LEGAL_US_W # 102465866.1
EXHIBIT C: LANDFILL O&M RESPONSIBILITY MATRIX
REQUIREMENT SOURCE REFERENCE RESPONSIBLE PARTY Maintain and operate containment, collection, drainage, and monitoring systems for surface water, irrigation water, and stormwater. Maintain and operate containment, collection, drainage, and monitoring systems for groundwater and leachate.

WDRs Sec. B.24 City with respect to LCR
system, groundwater, and portions of the Landfill Parcel outside Project Parcels. Master Developer shall maintain and operate all other containment, collection, drainage, and monitoring systems in Project Parcels.

Monitor, vent, extract, and control landfill gases from the Landfill to prevent gas buildup in the Landfill or structures to minimize the danger of explosion, adverse health effects, nuisance conditions, or the impairment of beneficial uses of water.

WDRs Sec. B.25 Master Developer as to
LFGMS (except for any LFGMS on public streets or other public areas (although none are currently anticipated)); City as to City Landfill Systems.

LEGAL_US_W # 102465866.1
EXHIBIT C: LANDFILL O&M RESPONSIBILITY MATRIX
REQUIREMENT SOURCE REFERENCE RESPONSIBLE PARTY Construct and maintain structures that control leachate, surface drainage, erosion and landfill gases to assure they can withstand conditions generated during the maximum probable earthquake (MPE) and are accessible for inspection and repair of damage caused by a seismic event.

WDRs Sec. B.26 Master Developer as to
construction of systems. Master Developer as to operation and maintenance obligations for Developer Landfill Systems; City for operation and maintenance of City Landfill Systems Provide reasonable access to any property owned or leased at the Landfill to allow for installation, sampling, monitoring, inspection, etc., of all devices and equipment necessary for compliance with the requirements of the WDRs.

WDRs Sec. B.27 City as to City Landfill
Systems and City Landfill Parcels; Master Developer as to Developer Landfill Systems and Developer Airspace Parcels.

When there are multiple landowners or lease holders involved, ensure continued reasonable access to any property owned or leased at the Landfill to allow for inspection, sampling, monitoring, inspection of all devices and equipment necessary for compliance with the WDRs.

WDRs Sec. B.28 City as to City Landfill
Systems and City Landfill Parcels; Master Developer as to Developer Landfill Systems and Developer Airspace Parcels.

Comply with any other applicable provisions of Title 27 that are not specifically referenced in the WDRs.

WDRs Sec. B.29 City and Master
Developer, as applicable
LEGAL_US_W # 102465866.1
EXHIBIT C: LANDFILL O&M RESPONSIBILITY MATRIX
REQUIREMENT SOURCE REFERENCE RESPONSIBLE PARTY Applicability of WDR Specifications (Section B) WDRs Sec. B.30 Applicability shall be as set forth in this Agreement
Comply with all conditions, Prohibitions, Specifications, and Provisions of the WDRs.

WDRs Sec. C.1 City for its activities;
Master Developer for its activities
Failure to submit reports in accordance with schedules established in the WDRs or failure to submit a report of sufficient quality may subject the Parties to enforcement action pursuant to Water Code § 13268.

WDRs Sec. C.2 City as to reports to be
submitted by the City; Master Developer as to reports to be submitted by Master Developer Complete a Jurisdictional Delineation; obtain Water Quality Certification and WDRs. Water Quality Certification/WDRs must include specific mitigation measures. The mitigation plan must include a Monitoring and Maintenance Plan (MMP) sufficient to confirm the success of wetland mitigation projects. WDRs specify minimum components of MMP. Complete a jurisdictional delineation of wetlands and other water of the State that may be impacted by the project implementation before any development takes place. Obtain a Water Quality Certification pursuant to Clean Water Act § 401 and Waste Discharge Requirements pursuant to the California Water Code prior to impacting wetlands or other waters of the State. Any mitigation plan must include a monitoring and maintenance plan (MMP). Submit a cost estimate for funding the mitigation program. COMPLIANCE DEADLINE: 180 days prior to commencement of WDRs Sec. C.3 Master Developer. Any
documentation submitted to a governmental agency pursuant to this requirement must first be reviewed and approved by City.

LEGAL_US_W # 102465866.1
EXHIBIT C: LANDFILL O&M RESPONSIBILITY MATRIX
REQUIREMENT SOURCE REFERENCE RESPONSIBLE PARTY development activities on any portion of the property above the Landfill identified as a potential water of the State.

LEGAL_US_W # 102465866.1
EXHIBIT C: LANDFILL O&M RESPONSIBILITY MATRIX
REQUIREMENT SOURCE REFERENCE RESPONSIBLE PARTY Submit a Work Plan and Technical Report evaluating remaining data gaps for leachate/groundwater and select suitable locations for addition of monitoring wells to the SMP. Executive Officer may require a Corrective Action Plan if ongoing leachate monitoring indicates a buildup of leachate or a release of CVOCs or other monitoring parameters that may negatively impact beneficial uses of groundwater.

WDRs Sec. C.4 Master Developer to
submit work plan and technical report (after review and approval by City); City to conduct monitoring of wells that are added to the SMP; City to conduct any corrective action resulting from buildup of leachate or a release of CVOCs or other monitoring parameters that may negatively impact beneficial uses of groundwater provided that any corrective action required as a result of Master Developer activities shall be at the cost of Master Developer.

LEGAL_US_W # 102465866.1
EXHIBIT C: LANDFILL O&M RESPONSIBILITY MATRIX
REQUIREMENT SOURCE REFERENCE RESPONSIBLE PARTY Monitor groundwater and landfill gas at test pile locations and possibly other locations where test piles are installed prior to the commencement of development, to evaluate the potential for the migration of landfill leachate into underlying groundwater, migration of landfill gases upward through the cap, and migration of atmospheric oxygen downward through the cap into the refuse. Submit Work Plan proposing methodology to be used and Technical Report summarizing the results of the evaluation.

WDRs Sec. C.5 Master Developer to
conduct monitoring and submit work plan and technical report (after review and approval by City).

Submit Post-Closure Maintenance Plan. WDRs Sec. C.6 Master Developer to prepare Post-Closure Maintenance Plan for each Phase, subject to City review and approval.

Prior to each phase of development over the Landfill, evaluate need for changes to ensure adequacy of Landfill’s Detection Monitoring Plan (DMP) to promptly detect releases to groundwater or surface water from the Landfill or any changes in water quality that may have been caused by post-closure development activities. Propose to the Executive Officer any improvements needed to identify water quality impacts and demonstrate compliance.

WDRs Sec. C.7 City; however, Master
Developer shall be responsible for any additional improvements that may be necessary due to changes to the Detection Monitoring Program resulting from a phase of Project construction.

LEGAL_US_W # 102465866.1
EXHIBIT C: LANDFILL O&M RESPONSIBILITY MATRIX
REQUIREMENT SOURCE REFERENCE RESPONSIBLE PARTY Submit a Technical Report that provides well construction details, geologic boring logs, and well development logs for all new wells installed or destroyed as part of the Detection Monitoring Plan (DMP) or other provisions of the WDRs.

WDRs Sec. C.8 City to submit well
construction reports for all new wells; however, Master Developer must submit to City well construction reports for wells required by or as a result of an investigation required by the WDRs which is performed by Master Developer, or as a result of Master Developer’s activities Prior to each phase of development over the Landfill, submit technical documents that include: (i) Landfill Cap Certification; (ii) Geotechnical Investigation Report and soil interaction evaluation; (iii) design details showing critical project features in accordance with WDR Section C.9.c; (iv) certification that all other required agency permits and approvals have been obtained; (v) certification that the proposed development is consistent with the April 2016 final EIR and November 17, 2016 final PCLUP.

WDRs Sec. C.9 Master Developer
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EXHIBIT C: LANDFILL O&M RESPONSIBILITY MATRIX
REQUIREMENT SOURCE REFERENCE RESPONSIBLE PARTY Prior to proposed grading or development greater than 1 acre in size, submit a Notice of Intent (NOI) to the State Water Board, submit a Stormwater Pollution Prevention Plan (SWPPP), and implement Best Management Practices (BMPs) for the control of stormwater in accordance with the State Water Board’s General Permit for Stormwater Discharges Associated with Construction Activities (Order No. 2010-0014-DWQ, NPDES Permit No. CAS000002). Specifically, comply with the following requirements: (i) Prior to the start of the rainy season, ensure effective erosion control measures have been implemented; and (ii) Use appropriate sediment and silt control measures where areas of bare soil are exposed during the rainy season.

WDRs Sec. C.10 Master Developer
Submit treatment plans for runoff generated from impervious surfaces to the Executive Officer for review; these treatment plans shall include the operation and maintenance manual for the treatment measures, identify the responsible party for implementing operation and maintenance of the treatment measures, and identify the funding source for operation and maintenance of the treatment measures.

WDRs Sec. C.11 Master Developer as to
stormwater runoff from Project Parcels, both during construction and after completion of construction. City responsible for NPDES related to groundwater and LCR system and for monitoring off-site water bodies.

Submit technical reports that describe design features and methods to access, inspect, and repair critical features above the landfill clay cap and within the development that are related to the protection of occupants, water quality, and the structural integrity of development features.

WDRs Sec. C.12 Master Developer subject
to City review and approval.

LEGAL_US_W # 102465866.1
EXHIBIT C: LANDFILL O&M RESPONSIBILITY MATRIX
REQUIREMENT SOURCE REFERENCE RESPONSIBLE PARTY Submit semi-annual summary reports that certify that the landfill gas vapor system has operated uninterrupted during the reporting period and remains protective of human health and the environment.

WDRs Sec. C.13 City for City Landfill
Systems; Master Developer for Developer Landfill Systems.

Submit a technical report to the Regional Water Board detailing repair and maintenance activities that need to be completed prior to the commencement of the next rainy season, along with a schedule for repair, maintenance, and monitoring during the next 12 months.

WDRs Sec. C.14 City; Master Developer to
provide in a timely manner information regarding repair and maintenance activities to City for inclusion in report.

Submit an Emergency Response Contingency Plan acceptable to the Executive Officer outlining measures necessary in order to stop and contain the migration of pollutants to receiving waters as the result of any earthquake generating ground shaking, excessive rainfall, damaging tidal action, or other significant events. An Evacuation Plan must be implemented in the event that hazardous conditions pose a risk to the health and safety of occupants, visitor, or workers at the site.

WDRs Sec. C.15 City responsible for
Emergency Response Contingency Plan; Master Developer to provide to City in a timely manner all information necessary for the plan as it relates to the Developer Project features. Master Developer also to submit any evacuation plan needed.

LEGAL_US_W # 102465866.1
EXHIBIT C: LANDFILL O&M RESPONSIBILITY MATRIX
REQUIREMENT SOURCE REFERENCE RESPONSIBLE PARTY Submit a Post-Earthquake Inspection Report acceptable to the Executive Officer in the event of an earthquake generating ground shaking of Moment Magnitude 5.5 or greater, at or within 30 miles of the Landfill, or any other earthquake that results in potentially damaging effects.

WDRs Sec. C.16 City; Master Developer to
provide to City in a timely manner all information necessary for the report as it relates to the Developer Project features Upon discovery of water quality impacts or damage to the landfill cap or to structures that contain waste or control leachate, surface drainage, and landfill gases, submit a Corrective Action Plan.

WDRs Sec. C.17 City. Master Developer
will be responsible for the cost of investigating/ remediating conditions caused or exacerbated by the Master Developer or tenants or occupants of the Airspace Parcels.

Provide financial assurance for post-closure maintenance in accordance with Title 27. Provide evidence to the Executive Officer that the financial assurance mechanism is acceptable to CalRecycle.

WDRs Sec. C.18 City
Provide financial assurance for corrective action in accordance with Title 27. Provide evidence to the Executive Officer that the financial assurance mechanism is acceptable to CalRecycle.

WDRs Sec. C.19 City. Master Developer
will be responsible for reimbursing the City for financial assurance required as a result of a corrective action required as a result of Master Developer activities.

LEGAL_US_W # 102465866.1
EXHIBIT C: LANDFILL O&M RESPONSIBILITY MATRIX
REQUIREMENT SOURCE REFERENCE RESPONSIBLE PARTY Immediately notify the Regional Board of any flooding, ponding, settlement, equipment failure, or other change in landfill conditions that could impair the integrity of the landfill cap, building protection system, waste or leachate containment facilities, and/or drainage control structures and immediately make repairs. Submit a technical report documenting corrective measures taken.

WDRs Sec. C.20 City to notify Regional
Water Board of any such change in Landfill conditions; Master Developer must notify City of the failure of any change resulting on the Project Parcels as soon as feasible but in no case later than twelve (12) hours after discovery of any such failure.

Submit a report for long-term flood protection of the Landfill. Update the report every 5 years throughout the post-closure maintenance period of the Landfill.

WDRs Sec. C.21 City
Maintain a copy of the WDRs and make available to all employees or contractors performing work at the Landfill.

WDRs Sec. C.22 City and Master Developer
Provide notification of any proposed transfer of responsibility under the WDRs to a new discharger.

WDRs Sec. C.23 City to notify the
Executive Officer; however, Master Developer to notify City at least 90 days prior to any such proposed transfer of the WDR responsibilities, and include the required written agreement.

Correct Report of Waste Discharge if missing facts or includes incorrect information.

WDRs Sec. C.24 City to submit any
corrections; Master
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EXHIBIT C: LANDFILL O&M RESPONSIBILITY MATRIX

REQUIREMENT SOURCE REFERENCE RESPONSIBLE PARTY
Developer to provide to City in a timely manner all facts or information necessary to submit such corrections as they relate to the Project Parcels.

Order subject to revision by RWQCB WDRs Sec. C.25 N/A Order does not convey any property rights or exclusive privileges. WDRs Sec. C.26 N/A Provisions of the Order are severable. WDRs Sec. C.27 N/A Properly operate and maintain all facilities and systems of treatment and control installed or used to achieve compliance with the conditions of the WDRs.

WDRs Sec. C.28 City for City Landfill
Systems; Master Developer for Developer Landfill Systems Report discharge of hazardous substance in or on any water of the State. Submit written report describing discharge and corrective actions taken or planned.

WDRs Sec. C.29 City to report any
discharge to the Regional Water Board; Master Developer to provide to City in a timely manner all any facts or information necessary for such a report to the extent that such discharge is caused by Developer, or emanates from the LEGAL_US_W # 102465866.1
EXHIBIT C: LANDFILL O&M RESPONSIBILITY MATRIX

REQUIREMENT SOURCE REFERENCE RESPONSIBLE PARTY
Project Parcels.

Allow the Regional Water Board access to premises for inspection. WDRs Sec. C.30 City as to the City Landfill Parcels; Master Developer as to the Developer Airspace Parcels All analyses shall be conducted at a laboratory-certified for such analyses by the California Department of Public Health.

WDRs Sec. C.31 City as to analyses
performed by or on behalf of City; Master Developer as to analyses performed by or on behalf of Master Developer LEGAL_US_W # 102465866.1
EXHIBIT C: LANDFILL O&M RESPONSIBILITY MATRIX
REQUIREMENT SOURCE REFERENCE RESPONSIBLE PARTY Apply for NPDES permit for any point source discharges. WDRs Sec. C.32 Master Developer to prepare NPDES application for any new point source discharges; City to file the NPDES permit application; prior to issuance of a certificate of occupancy for any part of the Project, City and Master Developer to execute Project-specific agreement to ensure allocation of responsibilities under NPDES permit (including inspection and maintenance) consistent with the terms of this Agreement.

Report any event of noncompliance within 24 hours of being made aware of the circumstances. Submit a written report describing noncompliance and steps taken.

WDRs Sec. C.33 City as to noncompliance
it causes or which arises from City Landfill Systems; Master Developer for noncompliance it causes or which arises from Master Developer or tenants or occupants of the Airspace Parcels LEGAL_US_W # 102465866.1
EXHIBIT C: LANDFILL O&M RESPONSIBILITY MATRIX
REQUIREMENT SOURCE REFERENCE RESPONSIBLE PARTY Provide copies of all correspondence, technical reports, and other documents pertaining to compliance with the WDRs to (i) Regional Water Board; (ii) Santa Clara County Department of Environmental Health; (iii) CalRecycle; (iv) Santa Clara Valley Water District; and (v) City of Santa Clara, Water and Utilities.

WDRs Sec. C.34 City as to technical reports
submitted by City and City correspondence; Master Developer as to technical reports submitted by Master Developer and Developer correspondence Hard copies of technical reports and plans should include: (i) Identification of any obstacles that may threaten compliance with the schedule; (ii) in the event of noncompliance with any Prohibition, Specification, or Provision of the WDRs, written notification that clarifies the reasons for non-compliance and proposes specific measures to achieve compliance; (iii) in the SMP, an evaluation of the current groundwater, surface water, and leachate monitoring systems and a proposal for modifications as appropriate; (iv) a signed transmittal letter and professional certification by a California-licensed civil engineer or a professional geologist.

WDRs Sec. C.35.a.i City as to technical reports
submitted by the City; Master Developer as to technical reports submitted by Master Developer The following information must be submitted electronically: (i) Groundwater, surface water, and leachate analytical data; (ii) Surveyed locations of monitoring wells; (iii) Boring logs describing monitoring well construction; (iv) PDF copies of all reports; and (v) any additional submittal to GeoTracker the Executive Officer requires.

WDRs Sec. C.35.b City as to technical reports
submitted by the City; Master Developer as to technical reports submitted by Master Developer Exhibit D
Insurance Requirements
LEGAL_US_W # 102465634.1
INSURANCE EXHIBIT (City Place)
1 EXHIBIT D

INSURANCE REQUIREMENTS
Master Developer shall maintain, with unaffiliated insurers, the policies of insurance described in this Exhibit D in form and substance reasonably satisfactory to the City (collectively, the “Project Insurance Programs”). Notwithstanding anything to the contrary herein, the parties acknowledge and agree that the intent of this Exhibit D is to provide anticipated minimum limits, baseline coverage parameters and material terms for the Project Insurance Programs based on information available at the time of execution of the O&M Agreement about what is reasonably commercially available and appropriate in light of the risks associated with the Parties’ obligations under the Agreement. If coverage meeting the limits, parameters and terms set forth in this Agreement is not reasonably commercially available for any particular Project Insurance Program at the time such policy is required to be in place under this Exhibit, Master Developer and City shall meet and confer in good faith to determine what alternative coverage is reasonably commercially available and Master Developer shall be required to obtain and maintain policies providing such coverage.

Section I describes the Project Insurance Programs required during the performance of Pre-Phase Approved Activities (as defined on Schedule 1 attached hereto). Section II describes the Project Insurance Programs required upon execution of the Ground Lease for the Tasman Parcels (as defined in the DDA) (the “Phase 1 Activities”). Section III describes the Project Insurance Programs required upon the earlier of (i) execution of a Ground Lease for any real property that includes any portion of any Landfill Parcel; or (ii) commencement of physical work on, at, above or under any portion of any Landfill Parcel (except in connection with Pre-Phase Approved Activities) (“Landfill Phase Activities”). Section IV describes the operational Project Insurance Programs required after completion of Infrastructure, Developer Improvements (including Developer Landfill Systems), City Landfill Systems and/or Buildings (collectively, “Improvements”), as applicable, as evidenced by either (i) a temporary or permanent Certificate of Occupancy for such Developer Improvement and/or Building (or portion thereof); or (ii) the placement of any Infrastructure, Developer Improvement (including Developer Landfill Systems), City Landfill System and/or Building (or portion thereof) into its intended use in accordance with the terms of the Project Insurance Programs (“Substantial Completion”)1 .

Capitalized terms used in this Exhibit D not otherwise defined herein shall have the same meaning as such terms in the Landfill Post-Closure Operation and Management Agreement (the “O&M Agreement”) or as are commonly and presently defined in the insurance industry. For purposes of this Exhibit G, the term “Project Parcel” shall include the Tasman Parcels that will be ground leased to Master Developer in accordance with the terms of the DDA.

1 Master Developer shall prepare and maintain a matrix detailing the specific coverages applicable to specific Improvements (the “Improvements Coverage Summary”) including, without limitation, the status of Substantial Completion on the Improvements within any Phase or Partial Phase. The Improvements Coverage Summary shall be updated regularly during the term of the Project and Master Developer shall work in good faith with the City to maintain monthly status calls to discuss the Improvements Coverage Summary (or at such other reasonable intervals as requested by the City).

LEGAL_US_W # 102465634.1
INSURANCE EXHIBIT (City Place)
2 I. PRE-PHASE APPROVED ACTIVITIES. The Project Insurance Programs for any Pre-Phase Approved Activities shall be governed by the insurance terms set forth on the applicable Permit to Enter or other document authorizing such Pre-Phase Approved Activity as approved in writing by the City.

II. PHASE 1 ACTIVITIES. Prior to execution of the Ground Lease for the Tasman Parcels and at all times during Phase 1 Activities, the Master Developer shall obtain and maintain, or cause to be maintained, the following Project Insurance Programs until Substantial Completion has been achieved for the applicable Improvements on the Tasman Parcels or until commencement of Landfill Phase Activities, as specified herein. (a) Builder’s Risk Insurance. Master Developer shall obtain and maintain site-specific2 builder’s risk insurance with respect to Phase 1 Activities and otherwise consistent with the Builder’s Risk Program described in Section III(a) below. (b) Terrorism Insurance. The insurance required in this Section II, subsections (a), (d), (g) and (h) shall include, or the Master Developer shall obtain on a standalone basis, terrorism coverage for the Tasman Parcels on terms (including amounts) consistent with those required under those subsections.
(c) Flood Insurance. Master Developer shall obtain and maintain flood insurance on the Tasman Parcels consistent with the flood insurance requirements described in Section III(c) below.
(d) Owner’s Interest Liability Insurance. Master Developer shall obtain and maintain commercial general liability insurance and umbrella and/or excess liability insurance (the “Owner’s Interest GL Program”), including coverage for personal injury, bodily injury, death, accident and property damage, which insurance shall: (1) be on a site-specific “occurrence” form; (2) be the primary insurance for third-party bodily injury and property damage at, on or under the Tasman Parcels; and (3) collectively provide minimum coverage limits of at least (A) $25,000,000 per occurrence, (B) $25,000,000 general aggregate, and (C) $25,000,000 products completed operations aggregate over the term of the policy; provided, however, that upon commencement of vertical construction on the Tasman Parcels, Master Developer shall satisfy the foregoing requirements by obtaining and maintaining (including reinstatement of limits as set forth in Section III(d) below) an Owner or Contractor Controlled Insurance Program (“OCIP/CCIP”) with limits of liability of at least $100,000,000 per occurrence and in the aggregate. The products and completed operations coverage shall be maintained for the entire statute of repose for construction defect claims in California. Master Developer shall exercise commercially reasonable efforts to avoid an exclusion for earth movement or subsidence under the Owner’s Interest GL Program. The City will be scheduled as an additional insured under the Owner’s Interest GL Program. (e) Commercial Auto Liability Insurance. Master Developer shall obtain and maintain commercial auto liability insurance covering liability arising out of the ownership,

2 Except as otherwise expressly provided hereunder the term “site-specific” shall refer to a policy specifying that the covered location is the Project Parcel for which the coverage is required and for no other property, i.e., for the insurance required by this Section II, the term “site specific” means the covered location must be only the Tasman Parcels.

LEGAL_US_W # 102465634.1
INSURANCE EXHIBIT (City Place)
3 maintenance or use of any owned, hired, borrowed and non-owned vehicle, if any, with minimum limits of not less than $1,000,000 combined single limit for bodily injury and property damage, together with umbrella and/or excess liability insurance which is at least as broad as the commercial automobile liability insurance, with limits of not less than $25,000,000. (f) Professional Liability Insurance. Master Developer shall cause any party involved in the design of Improvements on the Tasman Parcels to obtain and maintain Professional Liability Insurance consistent with the requirements described in Section III(f) below.
(g) Contractor’s Pollution Liability. Master Developer shall continue to maintain the Contractor’s Environmental Legal Liability Policy, No. 004130100 delivered to the City for the Pre-Phase Approved Activities provided that the insured “contracted operations” thereunder will be expanded to include all construction related activities on, at or under the Tasman Parcels.
(h) Pollution Legal Liability Insurance. Master Developer shall maintain sitespecific Pollution Legal Liability insurance with respect to the Tasman Parcels with limits of liability equal to at least $10,000,000 per incident and in the aggregate and a self-insured retention of no more than $250,000 per incident, until the Pollution Legal Liability Insurance required under Section III(i) below is obtained. The City and the Master Developer (and their respective affiliates) will be named insureds thereunder. The City shall have the right to review quotes, policy forms and endorsements for the Pollution Legal Liability insurance.

III. LANDFILL PHASE ACTIVITIES. Upon the earlier of (i) execution of a Ground Lease for any real property that includes any portion of any Landfill Parcel; or (ii) commencement of Landfill Phase Activities and at all times during Landfill Phase Activities, the Master Developer shall obtain and maintain the following Project Insurance Programs until Substantial Completion has been achieved for the applicable Improvements in that particular Project Parcel (except as otherwise expressly provided hereunder):
(a) Builder’s Risk Insurance. Master Developer shall maintain site-specific3 builder’s risk insurance (the “Builder’s Risk Program”) for each Project Parcel that includes a Landfill Parcel for not less than 100% of the completed project insurable replacement cost value of the Improvements and Earth Movement with a sublimit no less than the Probable Maximum Loss (“PML”) as determined by an independent third-party professional (inclusive of property damage and soft costs/business interruption), which PML is reasonably acceptable to the City.

In no event shall the earthquake coverage under the Builder’s Risk Program have a limit of liability of less than the 250-year return period of the PML. The Builder’s Risk Program shall include endorsements providing replacement cost coverage, agreed amount and/or coinsurance waiver. The Builder’s Risk Program shall grant permission to occupy prior to any occupancy of a given building and the Builder’s Risk Program shall cover:

3 Consistent with footnote 2 and except as expressly provided hereunder, for the insurance required by this Section III, the term “site specific” means the covered location must include the specific Project Parcel that encompasses some or all of the applicable Landfill Parcel until such time that Substantial Completion has been achieved for such specific Project Parcel, and no other property.

LEGAL_US_W # 102465634.1
INSURANCE EXHIBIT (City Place)
4 (i) any Improvements on the property, including 100% of the insurable replacement cost value of all tenant improvements and City Landfill Systems and betterments that any agreement requires Master Developer to insure, against risks of loss to the Improvements customarily covered by “Cause of Loss - Special Form” policies as available in the insurance market on the date hereof (and against such additional risks of loss as may be customarily covered by such policies after the date hereof); (ii) loss of materials, furniture, fixtures and equipment, machinery, and supplies which become part of the completed project whether on-site, as part of the City Landfill Systems, in transit, or stored off-site, or loss of any temporary structures, sidewalks, retaining walls, and underground property (including the systems comprising the City Landfill Systems); (iii) soft costs, including coverage for interest expense during the period of the construction, and coverage for recurring expenses and delayed completion business income/rental interruption (if any) on an actual loss sustained basis subject to policy limits; and (iv) loss of the value of the undamaged portion of the Improvements, additional expense of demolition, and increased cost of construction arising from operation of building laws or other legal requirements at the time of restoration, subject to a limit reasonably satisfactory to the City.

The Builder’s Risk Program shall automatically reinstate limits upon the occurrence of any loss thereunder. The Builder’s Risk Program shall be primary with respect to all property damage at, on or under the property at each applicable Project Parcel until Substantial Completion for the applicable Improvements in that Project Parcel occurs. The Builder’s Risk Program shall also include affirmative LEG-3 coverage with respect to repair of physical damage to City Landfill Systems arising out of a loss. The City will be named as a “loss payee” on the Builder’s Risk Program and the Master Developer shall have an affirmative obligation to promptly elect whether to commence and diligently pursue re-construction of the City Landfill Systems in the event of any loss thereunder, the terms of which election shall be described in the Insurance Administration Agreement.
(b) Terrorism Insurance. The insurance required in this Section III, subsections (a), (d), (g) and (h) shall include, or the Master Developer shall obtain on a standalone basis, terrorism coverage on terms (including amounts) consistent with those required under those subsections. For so long as the Terrorism Risk Insurance Program Reauthorization Act 2019 or any replacement, reauthorization or extension thereof (“TRIPRA”) is in effect, coverage against acts which are “certified” within the meaning of TRIPRA shall satisfy this requirement. In the event TRIPRA is no longer in effect, Master Developer shall obtain and maintain such terrorism insurance to the extent such coverage is commercially available and reasonable cost.
(c) Flood Insurance. Flood insurance if any portion of the Project Site or personal property is currently or at any time in the future located in an area designated by the Federal Emergency Management Agency as a special flood hazard area (“SFHA”) and in which flood insurance has been made available under the National Flood Insurance Act of 1968 (and any successor act thereto), but in no event no less than the amount sufficient to meet the LEGAL_US_W # 102465634.1
INSURANCE EXHIBIT (City Place)
5 requirements of applicable law and governmental regulation. Flood insurance may be included in the Builder’s Risk Program prior to Substantial Completion as an alternative to NFIP. (d) Liability Insurance. Master Developer shall sponsor, administer and maintain a commercial general liability insurance and umbrella and/or excess liability insurance (the “GL Insurance”) including coverage for personal injury, bodily injury, death, accident and property damage. The GL Insurance shall: (1) be on a site-specific “occurrence” form for each Project Parcel (except as otherwise provided herein); (2) be the primary insurance for third-party bodily injury and property damage at or on any Project Parcel at all times during Landfill Phase Activities at that Project Parcel; and (3) collectively provide minimum coverage limits of at least (A) $50,000,000 per occurrence, (B) $50,000,000 general aggregate, and (C) $50,000,000 products completed operations aggregate over the term of the policy for each Project Parcel. The products and completed operations coverage shall be maintained for the entire statute of repose for construction defect claims in California. Master Developer shall exercise commercially reasonable efforts: (i) to avoid an exclusion for earth movement or subsidence under the GL Insurance; and (ii) to include manuscript changes to the “pollution exclusion endorsement” providing affirmative coverage for concussive risk associated with the installation of piles and the other Landfill Phase Activities. Notwithstanding the foregoing, during the period of construction of improvements on Phase 2 and Phase 3 (each as defined in the DDA), Master Developer shall (and for subsequent phases, Master Developer may), satisfy these coverage requirements by implementing an OCIP/CCIP with limits of liability of at least $100,000,000 per occurrence and in the aggregate for each of Phase 2 and Phase 3. Master Developer may elect to obtain a single OCIP/CCIP for Phase 1 (as defined in the DDA), Phase 2 and Phase 3, in which event the limits of liability for such OCIP/CCIP program shall be at least $200,000,000 per occurrence and in the aggregate. The GL Insurance shall schedule the City as an additional insured, including with respect to both ongoing and completed operations, by endorsements satisfactory to the City. Such insurance shall be primary and any other insurance maintained by the City shall be excess only and not contributing with this insurance. Except for completed operations (which shall be an aggregate limit over the term of the general liability program), the Master Developer shall purchase additional limits of an amount equal to at least forty percent (40%) of the applicable per occurrence and aggregate limits of the GL Insurance for any Phase (or series of Phases to the extent covered under a single OCIP/CCIP) at any time that the applicable aggregate GL Insurance limit for such Phase (or series of Phases, as applicable) has been eroded by eighty percent (80%) or greater.
(e) Commercial Auto Liability Insurance. Commercial auto liability insurance covering liability arising out of the ownership, maintenance or use of any owned, hired, borrowed and non-owned vehicle, if any, with minimum limits of not less than $1,000,000 combined single limit for bodily injury and property damage, together with umbrella and/or excess liability insurance which is at least as broad as the commercial automobile liability insurance, with limits of not less than the applicable GL Insurance limits for such Project Parcel. (f) Professional Liability Insurance. Master Developer shall cause any party involved in the design of Improvements to obtain and maintain Professional Liability Insurance during the period commencing on the date of such party’s agreement and continuously renewing for or having an extended reporting period of not less than the statute of repose for design defects in California, with limits of insurance not less than: (1) $10,000,000 per claim and $20,000,000 LEGAL_US_W # 102465634.1
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6 in the aggregate for designers of record (which shall include any designer of piles penetrating any Landfill Parcel); (2) $5,000,000 per claim and in the aggregate for any designers of record for any components of the City Landfill Systems; (3) $2,000,000 per claim and in the aggregate for any other design professionals for any components of the City Landfill Systems; and (4) $1,000,000 per claim and in the aggregate for all other design professionals. Master Developer shall provide the City with certificates evidencing such insurance as each designer is contracted and thereafter, annually on a going forward basis or as otherwise requested by the City. The parties agree that the Insurance Administration Agreement shall describe the process of claims administration against design professionals between the City and Master Developer. (g) Owner’s Protective Professional Indemnity Insurance. At all times that any Landfill Phase Activity is ongoing in a particular Project Parcel, Master Developer shall obtain and maintain an Owner’s Protective Professional Indemnity (Design Team Errors and Omissions) Policy (“OPPI”) having a limit of liability of not less than $20,000,000 per claim and in the annual aggregate for Phases 1, Phase 2 and Phase 3; provided, however, Master Developer may, at its discretion, elect to implement a single OPPI program for Phase 1, Phase 2 and Phase 3 collectively, in which event the limits of liability for such OPPI program shall be at least $40,000,000 per occurrence and in the aggregate. City reserves the right to establish minimum OPPI limits for any real property that is not part of Phase 1, Phase 2 or Phase 3 prior to the execution of any Ground Lease on such real property. The OPPI shall provide the City (as owner of the City Landfill Systems) with affirmative coverage for defense and payment of loss for third-party claims resulting from design errors and omissions relating to the City Landfill Systems. Each OPPI program shall have a retro-active date coinciding with the execution of the earliest design agreement with respect to such Project Parcel and shall extend to cover the statute of repose for design defects in California for all Improvements on such Project Parcel. The parties agree that the Insurance Administration Agreement shall describe the process of claims administration for any professional liability losses at the Project Site. The City shall have the right to review, quotes, policy forms and endorsements (but not underwriting submissions) for the OPPI.
(h) Contractor’s Pollution Liability Insurance. Master Developer shall maintain a Contractor’s Pollution Liability (“CPL”) insurance program covering cleanup costs and bodily injury and property damage claims through and including Substantial Completion for the applicable Improvements in that particular Project Parcel. The City shall have the right to review underwriting submissions, quotes, policy forms and endorsements for the CPL. (i) The CPL shall have a limit of liability of at least $50,000,000 per incident and in the aggregate and coverage under the CPL shall be extended to third-party contractors performing work at the Project, including, without limitation, contractors performing operation and maintenance of the City Landfill Systems until Substantial Completion of all City Landfill Systems being constructed by Master Developer on any Project Parcel. The City will be a named insured under the CPL.
(ii) Coverage Parameters. The CPL shall: (a) provide site specific coverage for pollution conditions resulting from any contracted operations at any Project Parcel (whether on, at, under or above any Landfill Parcel), the definition(s) for which contracted operations shall include the realignment and reconstruction of City Landfill Systems by Master LEGAL_US_W # 102465634.1
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7 Developer, the construction of foundation systems and building protection systems/vapor mitigation systems, and operation and maintenance activities associated with the City Landfill Systems to be performed by the City on such Project Parcel; (b) provide site specific coverage4 for operation and maintenance activities associated with City Landfill Systems to be performed by the City on any portion of a Landfill Parcel that is not part of a Project Parcel (the “City NonProject Parcel O&M”) until Substantial Completion of all of the City Landfill Systems being constructed by Master Developer on all Landfill Parcels, subject to Section III (h)(iii) below; (c) provide coverage for cleanup of groundwater pollution conditions existing as of the date hereof to the extent such pollution conditions are exacerbated by Project contractors, Master Developer activities or City Non-Project Parcel O&M; (d) have no retroactive or reverse retroactive date; (e) have ten (10) years of “completed operations” coverage; and (f) be subject to a maximum self-insured retention of no more than $250,000 per incident. There shall be no exclusion or limitation of coverage to the City or Master Developer with respect to claims made against each other, notwithstanding the insured status of the parties. Issues related to the primacy of the CPL shall be addressed in the Insurance Administration Agreement. (iii) City Non-Phase O&M Sublimit. The parties agree that the CPL shall be subject to a sublimit of $5,000,000 with respect to all losses arising out of the City Non-Phase O&M. Issues related to the implementation of such sublimit will be addressed in the Insurance Administration Agreement.
(iv) City Reimbursement Obligation. Within sixty (60) days of the binding of the CPL and any endorsements thereafter, the City shall reimburse Master Developer for ten percent (10%) of the total premium, surplus lines taxes and applicable brokerage fees required to purchase the CPL up to a maximum reimbursement amount of $200,000. (i) Pollution Legal Liability Insurance. Master Developer shall maintain sitespecific5 Pollution Legal Liability insurance (“PLL”) for the entire Project Site (including all Landfill Parcels and the Tasman Parcels) with limits of liability equal to at least $75,000,000 per incident and in the aggregate, a self-insured retention of no more than $250,000 per incident and an initial term of at least ten (10) years. Upon the expiration of the term of the PLL or such earlier date as Master Developer may elect, Master Developer shall exercise commercially reasonable efforts to obtain (subject to pollution insurance market conditions), a new policy of pollution legal liability insurance (the “PLL Renewal”) having substantially the same coverage terms as the PLL with limits of liability of at least $75,000,000 per incident and in the aggregate, a self-insured retention no greater than $250,000 and a term of five (5) years or such longer term as would be necessary to ensure that the PLL Renewal remains in place until a date that is fifteen (15) years from the inception date of the initial PLL policy The City shall have the right to review underwriting submissions, quotes, policy forms and endorsements for the PLL and the PLL Renewal programs.

4 Notwithstanding footnotes 2 and 3, for this portion of the CPL coverage, “site specific” shall mean the entire Project Site except for the Tasman Parcels, including all Project Parcels and Landfill Parcels that are not yet a Project Parcel except for the Tasman Parcels.
5 Notwithstanding footnotes 2 and 3, “site specific” for the PLL coverage required by this Section III(h) shall mean the entire Project Site is the covered location, including each Project Parcel, any Landfill Parcel that is not yet subject to a Ground Lease and the Tasman Parcels.

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8 (i) No Cancellation. No insured may cancel or terminate the PLL or the PLL Renewal before the expiration of its term without the consent of both Master Developer and the City; provided, however, that the Master Developer may cancel and re-write the PLL and/or the PLL Renewal at Master Developer’s discretion with materially the same terms upon commencement of any new Phase or Partial Phase.
(ii) Coverage Parameters. Subject to market availability and Project Site conditions, the PLL and the PLL Renewal shall include affirmative coverage for known and unknown pre-existing conditions regulatory re-openers and new pollution conditions. The PLL and the PLL Renewal shall provide affirmative coverage for third-party bodily injury and property damage claims (including natural resource damages). The Master Developer shall use commercially reasonable efforts to obtain coverage under the PLL and the PLL Renewal for: (x) off-site cleanup costs related to the known groundwater plume; (y) losses and on-site cleanup costs relating to a governmental order or directive requiring the City or Master Developer to perform active remedial measures for pollution conditions which have migrated into groundwater from the landfill including, without limitation, related site investigations, which coverage may contain a higher self-insured retention than $250,000 per incident. The PLL and the PLL Renewal shall be primary and non-contributory to any other insurance carried by the City and the “insured vs. insured” exclusion shall not be applicable to claims between the Master Developer and the City. Issues related to the primacy of the PLL shall be addressed in the Insurance Administration Agreement. The City and Master Developer (and their respective affiliates) shall be included as named insureds on the PLL and the PLL Renewal with the ability to directly make claims to the insurance carrier thereunder and no third-parties other than affiliates of the City and Master Developer, or a Master Association which has executed an Assignment, Assumption and Release Agreement pursuant to Section 10 of the O&M Agreement or a Successor Entity or Mortgagee deemed to be a Successor Entity for purposes of Section 3 of Exhibit E of this Agreement, shall be a named insured under the PLL. (iii) City Reimbursement Obligation. Within sixty (60) days of the binding of the PLL and PLL Renewal, as applicable, the City shall reimburse Master Developer for twenty percent (20%) of the total premium, surplus lines taxes and applicable brokerage fees for the PLL and PLL Renewal, as applicable, up to a maximum reimbursement of $250,000 for each of the PLL and PLL Renewal.

IV. FOLLOWING SUBSTANTIAL COMPLETION. Following Substantial Completion for any Improvement, Partial Phase or Phase, as applicable, and, except as expressly provided to the contrary, while any Ground Lease remains in effect, Master Developer shall maintain, or cause to be maintained:
(a) Property Insurance. Property insurance covering against risks of loss customarily covered by “Cause of Loss – Special Form” policies together with coverage for earthquake as may be commercially available in the insurance market at the completion date (and against such additional risks of loss as may be customarily covered by such policies after the completion date) (“Property Insurance”). Such insurance shall include:
(i) 100% of the insurable replacement cost value of the Improvements which for purposes of this Exhibit shall mean actual replacement value (exclusive of costs of LEGAL_US_W # 102465634.1
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9 excavations, foundations, underground utilities and footings) with an agreed amount endorsement without margin clause except as may be reasonably agreed by the City, and/or a coinsurance waiver endorsement and a replacement cost value endorsement without reduction for depreciation;
(ii) 100% of the insurable replacement cost value of all tenant improvements and betterments that any agreement requires Master Developer to insure; (iii) loss of the value of the undamaged portion of the Improvements, additional expense of demolition, and increased cost of construction arising from operation of building laws or other legal requirements at the time of restoration; and (iv) “Cause of Loss – Special Form” insurance policy which shall cover at least the following perils: building collapse; fire; flood; back-up of sewers and drains; water damage; windstorm, earthquake, landslide, mudslide and subsidence, inclusive of property damage and soft costs/business interruption with a maximum deductible of 5% of the loss and flood may have a sublimit of such amount not less than the replacement cost of the replacement value of the improvements and contents of the two floors above grade. Such insurance policy(ies) shall name Master Developer as the Insured and shall also name the City as an additional named insured with the unrestricted ability to make a claim thereunder. (b) Terrorism Insurance. The insurance required in this Section IV, subsections (a), (f) and (j) shall include, or the Master Developer shall obtain on a stand-alone basis, terrorism coverage on terms (including amounts) consistent with those required under those subsections. For so long as TRIPRA is in effect, coverage against acts which are “certified” within the meaning of TRIPRA shall satisfy this requirement. In the event TRIPRA is no longer in effect, Master Developer shall obtain and maintain such terrorism insurance to the extent such coverage is commercially available and reasonable cost. (c) Flood Insurance. Flood insurance if any portion of the Property or personal property is currently or at any time in the future located in an area designated by the Federal Emergency Management Agency as a SFHA and in which flood insurance has been made available under the National Flood Insurance Act of 1968 (and any successor act thereto) in an amount no less than the amount sufficient to meet the requirements of applicable law and governmental regulation.
(d) Equipment Breakdown Insurance. If not included in the Property Insurance policy retained in accordance with Section IV (a), Master Developer shall maintain equipment breakdown insurance covering all mechanical and electrical equipment, including pressure vessels and piping, against physical damage, and loss of income or rents (if any), extra expense, and expediting expense. Master Developer shall provide Equipment Breakdown Insurance on a replacement cost value basis in an amount consistent with insurance maintained by owners of similarly situated commercial real estate. (e) Business Income and Rent Loss Insurance. As an extension to its Property Insurance, Earth Movement Insurance, Flood Insurance, Terrorism Insurance, Boiler and Machinery Insurance, and any other required property insurance policy, Master Developer shall LEGAL_US_W # 102465634.1
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10 maintain, or cause to be maintained, business income and rent loss insurance in an amount equal to one hundred percent (100%) of the net rental income together with continuing expenses and containing an unlimited indemnity period pertaining to the time to repair or rebuild (subject to the policy limit). In addition, Business Income and Rent Loss Insurance shall be endorsed to include an extended period of indemnity of three hundred sixty five (365) days. (f) Commercial General Liability Insurance. Commercial general liability insurance on an “occurrence” form including coverage for personal injury, bodily injury, death, and property damage on a per location basis, if available, with limits of not less than $1,000,000 per occurrence and in the aggregate.
(g) Commercial Auto Liability Insurance. Commercial auto liability insurance covering liability arising out of the ownership, maintenance or use of any owned, hired, borrowed and non-owned vehicle, if any, with minimum limits of not less than $1,000,000 combined single limit for bodily injury and property damage. (h) Workers’ Compensation Insurance. Workers’ compensation as required by applicable law and employer’s liability insurance.
(i) Umbrella/Excess Liability Insurance. Umbrella/excess liability insurance with limits of at least $200,000,000 per occurrence and in the annual aggregate sitting excess of the commercial general liability, commercial auto liability and employer’s liability insurance.

The commercial general liability, commercial auto liability and umbrella/excess liability insurance shall name the City as an additional insured. Such insurance shall be primary and any other insurance maintained by the City shall be excess only and not contributing with this insurance.
(j) Pollution Legal Liability Insurance. City and Master Developer agree to meet in good faith at the expiration of the PLL Renewal to discuss obtaining additional pollution legal liability programs.

V. GENERAL.
(a) Insurer Ratings. Master Developer shall obtain all required insurance (and reinsurance) from insurers authorized to do business in the State where the Property is located with an “A-: VIII” rating by A.M. Best or an alternative insurance company rating bureau acceptable to the City. The City may in its discretion permit Master Developer to maintain required insurance policies with insurance companies which do not meet the foregoing requirements.
(b) Documentation. For the types of insurance where this Exhibit provides the City with a right to review quotes, policy forms or endorsements, Master Developer agrees to provide the City with a reasonable opportunity to review and to consider in good faith the City’s comments. Master Developer shall provide certificates of insurance as may be requested by the City, in a form reasonably acceptable to the City for all required insurance, certified as true and complete by the carrier or its authorized representative.

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11 (c) Site-Specific Programs. Except where this Exhibit expressly provides that a type of insurance must be site-specific, as defined in footnotes 2, 3, 4 and 5 above, the requirements of this Exhibit (including without limitation the requirements for first-party terrorism, commercial auto liability insurance, worker’s compensation insurance and all of the Project Insurance Programs described in Section IV hereof) may be satisfied through coverage applicable to both the Project Site and other properties insured by Master Developer. (d) Captive. Master Developer shall have the right to satisfy all or part of its insurance obligations with respect to first-party terrorism and any self-insured retention for the GL OCIP by means of a policy or policies placed with its captive insurance company Relsure Vermont Inc. (the “Captive”) provided that the use of the Captive is in compliance with all laws and regulations applicable to the Project.
(e) Severability. All Project Insurance Programs shall provide that coverage under each Project Insurance Program shall apply as if each insured were the only insured and separately to each insured so that any misrepresentation, act or omission that is in violation of a term, duty or condition or results in the application of an exclusion under any program by or on behalf of one insured shall not prejudice the coverage rights of another insured under such program.
(f) Waiver of Subrogation. The CPL, PLL and PLL Renewal shall each include a waiver of subrogation in favor of the City so that the insurance company waives its rights of subrogation with regard to all claims covered by such programs. (g) Minimum Limits. Notwithstanding anything to the contrary herein, the limits of coverage for all types of Project Insurance Programs required under this Exhibit D shall be the greater of (i) the minimum limits set forth in this Exhibit D or (ii) the limits provided to Master Developer under all primary, excess, umbrella and blanket policies covering operations under the O&M Agreement on a site-specific basis.
(h) Audit. The City shall have the right: (i) at least once per year; (ii) at any time that the City has a reasonable basis of actual or suspected non-compliance by Master Developer of the O&M Agreement; or (iii) during the pendency or administration of any claim under the Project Insurance Programs, to conduct an audit of some or all policies and certificates of insurance to confirm the Master Developer’s compliance with the terms hereof. If any audit reveals discrepancies or non-compliance with the terms hereof, the cost of such audit shall be at Master Developer’s expense.

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Schedule 1
Pre-Phase Approved Activities
“Pre-Phase Approved Activities” shall mean the following:

1. Construction of the “Public Improvements” as approved by the City under that Permit to Enter between the City and Master Developer dated July 5, 2019, effective July 8, 2019 to May 31, 2020.

2. Construction of the “Fire Station Improvements” as approved by the City under that Permit to Enter between the City and Master Developer dated July 5, 2019, effective July 8, 2019 to March 1, 2020.

3. Any other activities expressly approved by the City in writing and evidenced by one or more Permits to Enter.

Exhibit E
Miscellaneous Provisions
1 EXHIBIT E

MISCELLANEOUS PROVISIONS
Reference is made to that certain Disposition and Development Agreement dated for reference purposes as of August 12, 2016, and recorded October 7, 2016, as Document No. 23456796 in the Official Records of Santa Clara County, California, as it may be amended from time to time (the “DDA”).

The term “this Agreement” as used in this Exhibit, shall mean the Landfill Post-Closure Operation and Management Agreement, to which this Exhibit is attached. The use of the term “Developer,” as used in this Exhibit, shall have the same meaning as the “Master Developer,” as defined in the introductory paragraph of this Agreement. Defined terms not otherwise set forth in this Agreement shall have the meanings set forth in Exhibit A to the DDA.

1. Arbitration.

1.1 Arbitration Matters. All disputes arising from, or related to the subject matter of, this Agreement (each, an “Arbitration Matter”) shall be resolved by binding arbitration in accordance with the binding arbitration procedures provided herein.

The Parties agree that, to the extent there are disputes under this Agreement, such disputes are likely to relate to matters of an urgent nature; therefore, the Parties have agreed that such disputes should be resolved in an expedited matter as set forth in Section 1.3 below.

1.2 Good Faith Meet and Confer Requirement.

1.2.1 The Parties agree that they share an interest in
preventing misunderstandings that could become claims against one another under this Agreement. The Parties agree to attempt to identify and discuss in advance in good faith any areas of potential misunderstanding that could lead to a dispute. If either Party identifies an issue of disagreement, the Parties agree to engage in a face-to-face or immediate telephonic discussion of the matter within five (5) days of the initial request.

Notwithstanding the foregoing, the failure of any Party to meet and confer as provided herein shall not impair the exercise of remedies available for any Event of Default.

1.2.2 With respect to any dispute regarding an Arbitration Matter, the Parties shall attempt in good faith to resolve the dispute for a period of ten (10) days after this Article 1 is invoked. If the dispute remains unresolved at the end of the ten (10) day period, then the Parties shall have the right to pursue the dispute resolution process set forth in Section 1.3.2 (the date on which one Party notifies another of its intent to pursue the dispute resolution process shall be referred to herein as the “Arbitration Initiation Date”). Nothing in this Section 1.2 shall require a Party to postpone instituting 2 any injunctive proceeding or to pursue resolution under this Section 1.2 if it believes in good faith that such postponement will cause irreparable harm to such Party.

1.3 Dispute Resolution Procedures.

1.3.1 Arbiters. The arbitrator (“Arbiter”) of Arbitration Matters will be selected by mutual agreement of the Parties. The Arbiter will hear all disputes under this Agreement. The Arbiter appointed must meet the Arbiters’ Qualifications. The “Arbiter’s Qualifications” shall be defined as a retired judge or an attorney with at least ten (10) years’ experience in complex real estate transactions, including without limitation, projects involving matters related to environmental remediation and the operation of remedial systems similar to the Project Landfill Systems in the California area. If the Parties cannot mutually agree on an Arbiter within seven (7) days after the Arbitration Initiation Date, then an Arbiter meeting the Arbiter’s Qualifications shall be appointed by the Presiding Judge of the Superior Court of Santa Clara County.

1.3.2 Arbitration Process. The Party(ies) disputing any Arbitration Matter shall submit a brief with all supporting evidence to the Arbiter with copies to all Parties no later than the date (the “Arbitration Briefing Date”) that is the later to occur of (a) the fifteenth (15th) Business Day after the Arbitration Initiation Date or (b) the fifth (5th) Business Day after the Arbiter is selected by the Parties or appointed by the Presiding Judge of the Superior Court of Santa Clara County. Evidence may include, but is not limited to, expert or consultant opinions, any form of graphic evidence, including photos, maps or graphs and any other evidence the Parties may choose to submit in their discretion to assist the Arbiter in resolving the dispute. In either case, any interested Party may submit an additional brief within five (5) Business Days after distribution of the initial brief. The Arbiter thereafter shall hold a telephonic hearing and issue a decision in the matter promptly, but in any event within ten (10) Business Days after the Arbitration Briefing Date, unless the Arbiter determines that further briefing is necessary, in which case the additional brief(s) addressing only those items or issues identified by the Arbiter shall be submitted to the Arbiter (with copies to all Parties) within ten (10) Business Days after the Arbiter’s request, and thereafter the Arbiter shall hold a telephonic hearing and issue a decision promptly, but in any event within ten (10) Business Days after submission of such additional briefs, and no later than thirty (30) Business Days after the Arbitration Briefing Date. The decision of the Arbiter will be final, binding on the Parties and non-appealable. Nothing in this Section 1.3 shall require a Party to postpone instituting any injunctive proceeding if it believes in good faith that such postponement will cause irreparable harm to such Party.
(a) Time Period to Complete Arbitration. The
arbitration shall be completed within sixty (60) calendar days of the preliminary hearing, unless the Parties to the dispute mutually agree to extend the date or the Arbiter extends the date.
3 1.3.3 Additional Provisions Governing Arbitration of
Disputes.
(a) Disputes Involving Arbitrability of Disputes.

The Arbiter shall decide any dispute involving the right to have a disputed matter submitted to binding arbitration pursuant to Section 1.3 in accordance with this Section

1.3. The Parties to such dispute shall provide notice of the dispute and submit in writing their respective positions regarding the dispute to the Arbiter. No such submission shall exceed ten (10) double-spaced pages. The Arbiter shall make his or her decision within five (5) days of the last submission.
(b) No Ex Parte Communications. No Party or
anyone acting on its behalf shall have any ex parte communication with the Arbiter with regard to any matters in issue. Communications concerning procedural matters such as scheduling shall not be included in this prohibition.
(c) Submission. Unless otherwise directed by the
Arbiter or agreed by the Parties to a given dispute, the Parties involved in the dispute shall strive to make joint submissions to the Arbiter. The Arbiter shall determine the schedule for the Parties’ submissions, the page and form limitations for the submissions, and the schedule and form of any hearing(s).
(d) Rules and Procedures. The Arbitration shall be
conducted by JAMS pursuant to the JAMS Rules & Procedures, except as modified herein. (e) Confidentiality. The entire Arbitration
proceedings, including: any filings in the Arbitration; documents exchanged by the parties and/or their counsel in connection with the Arbitration; testimony or evidence produced therein; and any decision and award, shall be confidential and not disclosed to any third party (other than a party’s professional consultants only to the extent necessary for them to perform their services) unless under compulsory process of law or state or federal law or regulation.

2. Event of Default; Remedies.

2.1 General. If a Party breaches any of its obligations under this Agreement (the “Breaching Party”), the Party to whom the obligation was owed (the “Notifying Party”) may notify the Breaching Party of such breach. The notice shall state with reasonable specificity the nature of the alleged breach, the particular provision of Section 2.2 under which the breach is claimed to arise and the manner in which the failure of performance may be satisfactorily cured. Failure to cure such breach within the time period specified in Section 2.2 shall be an “Event of Default” by the Breaching Party under this Agreement.
4 2.1.1 Upon delivery of a notice of breach, the Notifying Party and the Breaching Party shall promptly meet to discuss the breach and the manner in which the Breaching Party can cure the same. If before the end of the applicable cure period the breach has been cured to the reasonable satisfaction of the Notifying Party, the Notifying Party shall issue a written acknowledgement of the Breaching Party’s cure of the matter which was the subject of the notice of breach.

2.1.2 If the alleged breach has not been cured or waived within the time permitted for cure in accordance with Section 2.2 hereof, the Notifying Party may (i) extend the applicable cure period or (ii) institute such proceedings and/or take such action as is permitted in this Agreement with reference to such breach.

2.2 Particular Breaches by the Parties.

2.2.1 Event of Default by Developer. The Parties agree that each of the following shall be deemed to be an Event of Default by Developer under this Agreement:
(a) Developer causes or allows to occur, as to itself,
an Assignment not permitted under this Agreement, and the Assignment is not reversed or voided within thirty (30) days following Developer’s receipt of notice thereof from City; or (b) Developer fails to perform any obligation under
this Agreement, and such failure continues past ten (10) days after receipt of written notice thereof from City, provided that (i) if such default or breach relates to a non-monetary obligation and reasonably requires longer than ten (10) days to cure, Developer shall be permitted additional time to cure such default so long as Developer commences the cure within such ten (10) day period and diligently and continuously pursues the same to completion within ninety (90) days of the date that the cure first commenced, unless otherwise extended in writing by the City; and (ii) such ten (10) day cure period shall be extended at all times during which Developer is pursuing recovery for such default or breach under the Project Insurance Programs as provided in the Insurance Administration Agreement.

2.2.2 Event of Default by City. The Parties agree that if City fails to perform any obligation under this Agreement, and such failure continues past ten (10) days after receipt of written notice thereof from Developer (or, if such default is not reasonably susceptible of cure within ten (10) days, and City fails to commence the cure within such ten (10) day period and diligently pursue the same to completion), then such failure shall be deemed to be an Event of Default by City under this Agreement.

2.3 Remedies.

2.3.1 General. If an Event of Default occurs and is not waived in writing by the non-breaching Party, then the non-breaching Party shall have the 5 following remedies, which are not exclusive but cumulative, in addition to any other remedies now or later allowed by law or in equity:
(a) The right to cure, at the Breaching Party's cost
and expense, any Event of Default and recover such costs, together with interest thereon and reasonable attorneys' fees and costs of court, in which case the defaulting Party shall reimburse the non-defaulting Party for the costs incurred by the non-defaulting Party in curing the default within fifteen (15) days after receipt of an invoice therefor from the non-defaulting Party;
(b) The right to sue to collect any sums not paid
when due, together with interest accrued thereon and reasonable attorneys' fees and costs of court incurred in collecting the same;
(c) The right to sue to collect damages suffered by
the non-breaching party by reason of the occurrence of an Event of Default other than breach in the payment of money, together with reasonable attorneys' fees and costs of court incurred in such proceedings; or
(d) The right to injunctive relief including seeking
specific performance of the breached obligation, together with reasonable attorneys' fees and costs of court incurred in such proceedings.

2.3.2 Specific Performance. Upon an Event of Default, the aggrieved Party may institute proceedings in a court of proper jurisdiction to compel injunctive relief or specific performance to the extent permitted by law (except as otherwise limited by or provided in this Agreement) by the Party in breach of its obligations. Nothing in this Section 2.3.2 shall require a Party to postpone instituting any injunctive proceeding if it believes in good faith that such postponement will cause irreparable harm to such Party.

2.4 Rights and Remedies Cumulative; No Consequential, Punitive, or Special Damages. The rights and remedies of the Parties contained in this Agreement shall be cumulative, and the exercise by any Party of any one or more of such remedies shall not preclude the exercise by it, at the same or different times, of any other remedies contained in this Agreement for the same breach by the applicable Party. In addition, the remedies provided in this Agreement do not limit the remedies provided in other agreements and documents. Notwithstanding anything to the contrary herein, to the fullest extent permitted by law, neither Party shall be liable for any indirect, consequential, punitive, or special damages in any way from or associated with this Agreement, and each Party expressly waives any claims against the other Party, and covenants not to sue the other, for indirect, consequential, punitive, or special damages under this Agreement.

2.5 No Implied Waiver. No waiver made by a Party for the performance or manner or time of performance (including an extension of time for performance) of any 6 obligations of the other Party or any condition to its obligations under this Agreement shall be considered a waiver of the rights of the Party making the waiver for a particular obligation of the other Party or condition to its own obligation beyond those expressly waived in writing

3. Assignment.

3.1 Assignment Defined. Except as otherwise specifically provided in this Article 3 or Article 7, Developer shall not without the approval of City (each, subject to the exclusions set forth herein, an “Assignment”):

3.1.1 sell, assign, pledge, mortgage or otherwise encumber its interest in this Agreement; or

3.1.2 sell, assign, transfer, pledge, mortgage or otherwise grant a security interest in any interest of Developer in this Agreement, whether by operation of law or otherwise, nor shall any sale, Assignment, transfer, pledge, mortgage, or grant of a security interest be effected of all or any part of the issued or outstanding capital stock of a corporation that is Developer or of its Controlling Owner, whether held directly or indirectly, and whether made voluntarily, involuntarily, by operation of law or otherwise, if the same shall result in a Change of Control of Developer, nor shall there be any merger or consolidation of Developer or of such Controlling Owner into or with another corporation, nor shall any of the same be effected with respect to any interest in a partnership that is Developer or in a partnership that is its Controlling Owner, whether directly or indirectly, and whether made voluntarily, involuntarily, by operation of law or otherwise, if the same will result in a Change of Control of Developer, nor shall any of the same be effected with respect to any managing member’s interest in a limited liability company that is Developer or in a limited liability company that is its Controlling Owner, whether directly or indirectly, and whether made voluntarily, involuntarily, by operation of law or otherwise, if the same will result in a Change of Control of Developer.

3.1.3 For the avoidance of doubt, the delegation of rights and obligations under this Agreement to an Affiliate of Developer shall not require the approval of City so long as Developer remains primarily obligated under this Agreement.

Notwithstanding any provision of this Agreement to the contrary, nothing contained in this Article 3 shall restrict in any manner, prohibit, require notice to, or require the Approval of City for (a) any Assignment or any form of transfer in or of the equity interests in any Person whose common stock is quoted on a recognized securities exchange such as the New York Stock Exchange or NASDAQ or (b) an Assignment or any form of other transfer of any equity interests in Developer or any other Person that does not, directly or indirectly, result in a Change of Control of Developer or such other Person.

3.2 Assignment to Master Owners’ Association. Notwithstanding anything to the contrary in this Article 3, Developer shall have the right to transfer its rights 7 and obligations under this Agreement to a Master Owners’ Association in accordance with Section 10 of this Agreement.

3.3 Assignment to Successor Entity. Notwithstanding anything to the contrary in this Article 3, so long as Developer is not in default of this Agreement pursuant to Article 2 hereof, Developer shall have the right at any time to effect an Assignment (x) of this Agreement to any entity to which Developer has assigned its interest in the DDA or (y) of the obligations under this Agreement to design and/or construct the Project Landfill Systems on all or any portion of Parcel 1 or Parcel 2 (as more particularly identified on Exhibit B-4 (Map of Project Site) to the DDA) to a Phase Developer of the subject portion of such Project Parcels (each, a “Successor Entity”). Such Assignment shall become effective only upon full execution of an Assignment, Assumption and Release Agreement in a form reasonably acceptable to the City, pursuant to which the Successor Entity assumes all applicable rights and obligations under this Agreement from the Developer and Developer is released of all such obligations and liabilities hereunder. In connection with any such Assignment, the City shall make good faith efforts to support the substitution, in whole or in part, of a Successor Entity for the Developer in the WDRs.

3.4 Other Assignments. Any other Assignment of this Agreement shall be subject to the approval of City, which approval shall be given or withheld in City’s sole discretion.

3.5 Release. If, as and when Developer assigns and the transferee assumes all or any of Developer’s obligations under this Agreement as set forth above, then from and after the date of such assignment, the Developer assigning this Agreement (and all prior Developers) shall automatically and conclusively be released from the assigned obligations under this Agreement, other than (i) any obligations that arose and were to be performed prior to the effective date of such assignment (unless also assumed in writing by the transferee) and (ii) any obligations retained by Developer in accordance with the applicable Assignment, Assumption and Release Agreement. Promptly after request by Developer, City shall confirm the foregoing release by a writing in form and substance reasonably satisfactory to City and Developer.

3.6 Liability for Default. No transferee shall be liable for any default by Developer or another transferee in the performance of its respective obligations under this Agreement, and Developer shall not be liable for the default by any transferee in the performance of its respective obligations; provided, that the foregoing provision shall not be applicable to either a transferee or Developer to the extent either has expressly assumed or expressly remains liable for such obligation under the terms of the applicable Assignment, Assumption and Release Agreement. Except as provided in this Section 3.7, an Event of Default by Developer or a transferee shall not entitle City to exercise any remedy, or otherwise affect any rights, under this Agreement against any Person other than the Person that is in default.
8 4. Representations and Warranties.

4.1 Developer’s Representations. Developer hereby represents and warrants to City as of the date of full execution of this Agreement that:

4.1.1 Developer is a limited liability company duly organized and existing in good standing under the laws of the State of Delaware, and qualified to do business in the State of California;

4.1.2 Developer has the full right, power, authority and legal capacity to execute and deliver this Agreement, to execute and deliver the instruments referred to herein, and to enter into and fully perform the transactions contemplated hereby, or thereby;

4.1.3 All actions and consents required by Developer to authorize the transactions contemplated by this Agreement have been duly performed and obtained;

4.1.4 All Persons who execute this Agreement and the
instruments contemplated by this Agreement on behalf of Developer will be duly authorized and empowered on behalf of Developer to do so and to enter into all transactions contemplated by this Agreement, and by such instruments; and

4.1.5 The execution, delivery and consummation of the
transactions contemplated hereby and performance of this Agreement have not and will not conflict with any provisions of any federal, state laws or regulations to which Developer is subject, or conflict with, result in any breach of, or constitute a default under, any mortgage, deed of trust, lease, bank loan or credit agreement, corporate charter, bylaws or other instrument to which Developer is a party or by which Developer or its assets may be bound or affected.

4.2 City’s Representations. City hereby represents and warrants to Developer as of the date of full execution of this Agreement that:

4.2.1 City is a municipal corporation duly organized and validly existing under the laws of the State of California and has the full right, power, authority and legal capacity to execute and deliver this Agreement, to execute and deliver the instruments referred to herein, and to enter into and fully perform the transactions contemplated hereby, or thereby;

4.2.2 All actions and consents required by City to authorize the transactions contemplated by this Agreement have been duly performed and obtained;

4.2.3 All Persons who execute this Agreement and the
instruments contemplated by this Agreement on behalf of City will be duly authorized and 9 empowered on behalf of City to do so and to enter into all transactions contemplated by this Agreement, and by such instruments; and

4.2.4 The execution, delivery and consummation of the
transactions contemplated hereby and performance of this Agreement have not and will not conflict with any provisions of any federal, state laws or regulations to which City is subject, or conflict with, result in any breach of, or constitute a default under, any mortgage, deed of trust, lease, bank loan or credit agreement, corporate charter, bylaws or other instrument to which City is a party or by which City or its assets may be bound or affected.

5. Limitations on Liability. It is understood and agreed that no City Party shall be personally liable to Developer, nor shall any direct or indirect partners, members or shareholders of Developer or its or their respective officers, directors, agents or employees (or their successors or assigns) be personally liable to City, in the event of any default or breach of this Agreement by City or Developer or for any amount that may become due to Developer or City or any obligations under the terms of this Agreement; provided, that the foregoing shall not release obligations of a Person that otherwise has liability for such obligations, such as (i) the general partner of a partnership that, itself, has liability for the obligation or (ii) the obligor under any security covering such obligation.

6. Additional Provisions.

6.1 Entire Agreement; Amendment. This Agreement, and its attachments, terms, and conditions, embodies the entire agreement between the Parties relative to the matters set forth herein. No other understanding, agreements, or conversations with any officer, agent, or employee of City shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. It is mutually understood and agreed that no amendment to this Agreement shall be valid unless made in writing and signed by the Parties.

6.2 Waiver. Any waiver of any provision of this Agreement by a Party must be in writing and signed by a Person having authority to do so on behalf of such Party.

No waiver made by a Party for the performance or manner or time of performance (including an extension of time for performance) of any obligations of any other Party or any condition to its obligations under this Agreement shall be considered a waiver of the rights of the Party making the waiver for a particular obligation of the other Party or condition to its own obligation beyond those expressly waived in writing.

6.3 Captions and Table of Contents. The captions of and names of defined terms in this Agreement are for convenience of reference only and are not intended to define, limit or describe the scope or intent of this Agreement or otherwise affect the interpretation of this Agreement. The Table of Contents (if any) is for the purpose of convenience of reference only and is not intended to be a part of this Agreement or to be used in interpreting this Agreement.
10 6.4 Extensions of Time.

6.4.1 Any Party may in its sole discretion extend the time for the performance of any term, covenant or condition of this Agreement by a Party owing performance to the extending Party, or permit the curing of any related default, upon such terms and conditions as it determines appropriate; provided, however, any such extension or permissive curing of any particular default shall not operate to release any of the obligations of the Party receiving the extension or cure rights or constitute a waiver of the granting Party’s rights with respect to any other term, covenant or condition of this Agreement or any other default in, or breach of, this Agreement.

6.4.2 In addition to matters set forth in Section 6.4.1, the Parties may in their sole discretion extend the time for performance by any of them of any term, covenant or condition of this Agreement by a written instrument signed by authorized representatives of such Parties without the execution of a formal recorded amendment to this Agreement, and any such written instrument shall have the same force and effect and (once recorded) impart the same notice to third parties as a formal recorded amendment to this Agreement. For the purposes of this Section 6.4, City’s authorized representative shall be the City Manager.

6.5 Interpretation. Wherever in this Agreement the context requires, the use of a verb in any tense shall be construed as the use of the verb in all other tenses, references to the masculine shall be deemed to include the feminine and the neuter and vice-versa, and references to the singular shall be deemed to include the plural and vice versa. Unless otherwise specified, whenever in this Agreement, including its attachments, reference is made to the Table of Contents (if any), any Section, Exhibit or any defined term, the reference shall be deemed to refer to the Table of Contents (if any), Section, Exhibit or defined term of this Agreement. Any reference to a Section includes all subsections and subparagraphs of that Section. The use in this Agreement of the words “including”, “such as” or words of similar import when following any general term, statement or matter shall not be construed to limit such statement, term or matter to the specific statements, terms or matters, whether or not language of non-limitation, such as “without limitation” or “but not limited to”, or words of similar import, is used with reference thereto. In the event of a conflict between the Recitals and the remaining provisions of this Agreement, the remaining provisions shall prevail, except as to definitions provided in the Recitals.

6.6 More than One Person. If Developer’s obligations under this Agreement are assumed by more than one Person (including but not limited to a new Developer), City may require the signatures of each such Person on any notice given by Developer, except to the extent that any such Person shall designate to any other such Person the right to act as such Person’s attorney in fact to act on its behalf, which designation shall be effective until receipt by City of notice of its revocation. Nothing herein shall be construed as conferring on any such Person any rights or obligations to or 11 against any other such Person. Without limiting the other provisions of this Agreement, each Person named as or that becomes Developer under this Agreement shall be fully, and jointly and severally, liable for all of Developer’s obligations hereunder.

6.7 Time of Performance.

6.7.1 All performance (including cure) dates expire at 5:00 p.m. Pacific Time on the applicable date for performance (including cure), as such date may be extended pursuant to the effect of any extension of time permitted in this Agreement.

6.7.2 Where a date set forth in this Agreement is a calendar month without reference to a specific day in such month, or a year without reference to a specific month in such year, the date in question shall be the last day in such month or year, as applicable.

6.7.3 If the last day of any period to give notice, reply to a notice, meet a deadline, or undertake any other action occurs on a day that is not a Business Day, then the last day for undertaking the action or giving or replying to the notice shall be the next succeeding Business Day.

6.7.4 Time is of the essence in the performance of all the terms and conditions of this Agreement for which a time for performance is specified.

6.8 No Third Party Beneficiaries. This Agreement is made and entered into only for the protection and benefit of the Parties and their successors and assigns. No other Person shall have or acquire any right or action of any kind based upon the provisions of this Agreement except as explicitly provided to the contrary in this Agreement.

6.9 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. All references in this Agreement to California or federal laws and statutes shall mean such laws, regulations and statues as they may be amended from time to time, except to the extent a contrary intent is stated.

6.10 Successors and Assigns. The agreements, terms, covenants and conditions herein shall be binding upon, and shall inure to the benefit of, the Parties and their respective successors and (to the extent permitted hereunder) assigns.

6.11 Relationship of the Parties. None of the provisions in this Agreement shall be deemed to render any of the Parties a partner in any other Party’s business, or a joint venturer or member in any joint enterprise with any other Party. No Party shall have the right to act as the agent of any other Party in any respect hereunder. 12 6.12 Construction. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the Party causing this Agreement to be drafted. In the event of any action, suit, arbitration, dispute or proceeding affecting the terms of this Agreement, no weight shall be given to any deletions or striking out of any of the terms of this Agreement contained in any draft of this Agreement and no such deletion or strike out shall be entered into evidence in any such action, suit, arbitration, dispute or proceeding nor given any weight therein.

6.13 Further Assurances. Each Party shall execute and deliver such further documents, and perform such further acts, as may be reasonably necessary or desirable to achieve the Parties’ intent in entering into this Agreement.

6.14 Numbers.

6.14.1 Generally. For purposes of calculating a number under this Agreement where a whole number is required, any fraction equal to or greater than one half (1/2) shall be rounded up to the nearest whole number and any fraction less than one half (1/2) shall be rounded down to the nearest whole number.

6.14.2 Number of Days. References in this Agreement to days shall be to calendar days unless otherwise specified.

6.15 No Gift or Dedication. Except as otherwise specified in this Agreement, this Agreement shall not be deemed to be a gift or dedication of any portion of the Project to the general public, for the general public, or for any public use or purpose whatsoever.

6.16 Correction of Technical Errors. If by reason of inadvertence, and contrary to the intention of Developer and City, errors are made in this Agreement in a legal description or the reference to or within any Exhibit with respect to a legal description, in the boundaries of any parcel (provided such boundary adjustments are relatively minor and do not result in a material change), in any map or drawing that is an Exhibit, or in the typing of this Agreement or any of its Exhibits, Developer and City by mutual agreement may correct such error by memorandum executed by both of them and replacing the appropriate pages of this Agreement, and no such memorandum or page replacement shall be deemed an amendment of this Agreement. The memorandum may be signed by the City Manager on behalf of the City, without formal approval by the City Council and, if required, the memorandum shall be recorded in the Official Records of Santa Clara County to provide notice of such correction to third parties.

6.17 Severability. If any term or provision of this Agreement or the application thereof to any Person or circumstances shall, to any extent, be invalid or unenforceable (an “Excluded Term”), the remainder of this Agreement, or the application of such Excluded Term to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this 13 Agreement shall be valid and be enforced to the fullest extent permitted by law.

Notwithstanding the foregoing, if either Party considers an Excluded Term material to this Agreement, the Parties shall negotiate in good faith to adopt alternative terms or provisions that will achieve the objectives of the Excluded Term as closely as possible while avoiding the problem causing the Excluded Term to be invalid or unenforceable, and if unable to agree the matter shall be resolved through Arbitration.

6.18 Legal Representation. Each Party acknowledges, warrants and represents to each other Party that it has been fully informed with respect to, and represented by counsel of its choice in connection with, the rights and remedies of and waivers by it contained in this Agreement and after such advice and consultation has presently and actually intended, with full knowledge of its rights and remedies otherwise available at law or in equity, to waive and relinquish those rights and remedies to the extent specified in this Agreement, and to rely solely on the remedies provided for in this Agreement with respect to any breach of this Agreement by any other Party.

6.19 Counterparts. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be deemed an original, and all of which together shall constitute one and the same instrument. This Agreement shall become effective when the Parties have duly executed and delivered signature pages to this Agreement to each other. Delivery of this Agreement may be effectuated by hand delivery, mail, overnight courier or electronic communication (including by PDF sent by electronic mail, facsimile or similar means of electronic communication). Any signatures (including electronic signatures) delivered by electronic communication shall have the same legal effect as physically delivered original signatures.

6.20 Survival. Termination of this Agreement shall not affect (i) the right of any Party to enforce any and all rights and obligations under this Agreement to the extent they relate to the period before termination, or (ii) any provision of this Agreement that, by its express terms, is intended to survive the expiration or termination of this Agreement.

6.21 Estoppel Certificates.

6.21.1 Developer Estoppels. At any time, and from time to time, upon not less than fifteen (15) days’ notice by City, Developer shall execute, acknowledge and deliver to City and to any other Person reasonably requested by City a statement certifying: (a) that this Agreement is unmodified and in full force and effect (or, if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications), (b) whether or not any amounts due and owing by Developer to City under this Agreement have been paid, (c) whether or not, to Developer’s actual knowledge, City is in default in performance of any covenant, agreement or condition contained in this Agreement, and, if so, specifying each such default of which Developer has actual knowledge, and (d) as to any other matter with respect to this Agreement as City may reasonably request.
14 6.21.2 City Estoppels. At any time, and from time to time, upon not less than fifteen (15) days’ notice by Developer, City shall execute, acknowledge and deliver to Developer and to any other Person reasonably requested by Developer a statement certifying: (a) that this Agreement is unmodified and in full force and effect (or, if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications), (b) whether or not any amounts due and owing by Developer to City under this Agreement have been paid, (c) whether or not, to City’s actual knowledge, Developer is in default in performance of any covenant, agreement or condition contained in this Agreement and, if so, specifying each such default of which City has actual knowledge, and (d) as to any other matter with respect to this Agreement as Developer may reasonably request.

6.22 Approvals.

6.22.1 As used herein, “Approval” and any variation thereof (such as “Approved” or “Approve”) refer to the prior written consent of the applicable Party or other Person. When used with reference to a Governmental Authority, such terms are intended to refer to the particular form of consent or approval required from such Governmental Authority in order to obtain the Authorization being sought.

6.22.2 Whenever Approval is required or permitted to be given by any Party under this Agreement, it shall not be unreasonably withheld, conditioned or delayed unless the Approval is explicitly stated in this Agreement to be within the “sole discretion” (or words of similar import) of the Party whose Approval is sought. A Party that denies an Approval under this Agreement, or that gives a conditional Approval, shall in giving such denial or conditional Approval state the reasons therefor in reasonable detail, unless such Approval is explicitly stated in this Agreement to be within the “sole discretion” (or words of similar import) of the Party whose Approval is sought. It is understood and agreed that the granting of any consent or approval by a Party to another Party under this Agreement to perform any act of requiring such Party’s consent or approval under this Agreement, or the failure by a Party to object to any such action taken by any other Party without the former Party’s consent or approval, shall not be deemed a waiver by the former Party of its right to require such consent or approval for any further similar act by any other Party. In determining whether to give an Approval, City shall not require changes from or impose conditions inconsistent with the Project Documents, except to the extent that City reasonably determines that such changes or conditions are necessary for important reasons of public health or safety.

6.22.3 Notwithstanding the foregoing, it is specifically acknowledged by all Parties that Section 6.22.2 shall not apply to any Approval given by a public entity in its regulatory capacity. Such Approvals shall be governed by the standards of review generally accorded by the state courts of California.

6.23 Nondiscrimination.
15 6.23.1 There shall be no discrimination against or segregation of any person or group of persons on any basis listed in subdivision (a) or (d) of section 12955 of the California Government Code, as those bases are defined in sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of section 12955, and section 12955.2 of the California Government Code, or on the basis of age, race, color, creed, sex, sexual orientation, gender identity, marital or domestic partner status, disabilities (including AIDS or HIV status), religion, national origin or ancestry by Developer or any occupant or user of the Project in the sale, lease, rental, sublease, transfer, use, occupancy, tenure or enjoyment of the Project, or any portion thereof. Neither Developer itself (nor any person or entity claiming under or through it), nor any occupant or user of the Project or any transferee, successor, assign or holder of any interest in the Project or any person or entity claiming under or through such transferee, successor, assign or holder, shall establish or permit any such practice or practices of discrimination or segregation in connection with the Project, including with reference to the selection, location, number, use or occupancy of buyers, tenants, vendees or others. Notwithstanding the foregoing, no Person shall be in default of its obligations under this Section 6.23 where there is a judicial action or arbitration involving a bona fide dispute over whether such person is engaged in discriminatory practices and such person promptly acts to satisfy any judgment or award against such person.

Any transferee, successor, assign, or holder of any interest in the Project, or any occupant or user thereof, whether by contract, lease, rental, sublease, license, deed, deed of trust, Mortgage or otherwise, and whether or not any written instrument or oral agreement contains the above prohibitions against discrimination, shall be bound by, and shall not violate in whole or in part, directly or indirectly, the nondiscrimination requirements set forth above. The covenants in this Section 6.23 shall be covenants running with the land and they shall be: (i) binding for the benefit and in favor of City, as beneficiary and the owner of any other land or of any interest in any land in the Project, as beneficiary, and their respective successors and assigns; and (ii) binding against Developer, its successors and assigns to or of the Project and any improvements thereon or any portion thereof or any interest therein, and any party in possession or occupancy of the Project or the improvements thereon or any portion thereof.

6.24 Notice of Termination. In the event of any termination of this Agreement in whole or in part in accordance with the terms of this Agreement, the terminating Party shall provide the other Parties with a copy of any proposed Notice of Termination at least fifteen (15) days before recording the same. After the expiration of such fifteen days, the terminating Party may cause the Title Company to record such Notice of Termination in the Official Records. Any such “Notice of Termination” shall be in recordable form and describe the portion of the Project Site to which such termination pertains. Following the recordation of any Notice of Termination, the terminating Party shall promptly provide a conformed copy of such recorded Notice of Termination to City, Developer, and any applicable Mortgagee. The recordation of a Notice of Termination 16 shall not affect in any manner the rights of City, Developer, or any applicable Mortgagee to contest the terminating Party’s right to cause such recordation.

6.25 Attorneys’ Fees.

6.25.1 Should any Party institute any action or proceeding in court or other dispute resolution mechanism permitted or required under this Agreement, the prevailing party shall be entitled to receive from the losing party the prevailing party’s reasonable costs and expenses incurred including expert witness fees, document copying expenses, exhibit preparation costs, carrier expenses and postage and communication expenses, and such amount as may be awarded to be reasonable attorneys’ fees and costs for the services rendered the prevailing party in such action or proceeding. Attorneys’ fees under this Section 6.25 shall include attorneys’ fees on any appeal.

6.25.2 For purposes of this Agreement, reasonable fees of attorneys and any in-house counsel shall be based on the average fees regularly charged by private attorneys with an equivalent number of years of professional experience in the subject matter area of the law for which the in-house counsel’s services were rendered who practice in the City in law firms with approximately the same number of attorneys as employed by the City.

6.26 Notices.

6.26.1 Notice Addresses. Whenever this Agreement permits or requires that a notice, demand, request, consent, approval or other communication to be given by a Party (each, a “Notice”), and whenever either Party desires to give or serve a Notice, such Notice must be in writing and shall not be effective for any purpose unless it is in writing and given or served as follows: (a) by personal delivery (including by same day commercial courier or messenger service) with receipt acknowledged; (b) delivered by reputable, national overnight delivery service (with its confirmatory receipt therefor), next Business Day delivery specified; or (c) sent by an electronic mail with a confirmatory copy to be delivered thereafter by duplicate notice in accordance with either clause (a) or (b) of this Section 6.26); in each case to the Parties at the following addresses:

If to Developer:

Related Santa Clara, LLC
c/o the Related Companies
60 Columbus Circle
New York, NY 10023
Attn: Joshua Young
and
17 Related Santa Clara
5201 Great America Parkway, Suite 532
Santa Clara, California 95054
Attn: Chief Legal Officer
With a copy to:

Paul Hastings LLP
101 California Street, 48th Floor
San Francisco, CA 94111
Attn: Gordon Hart, Esq.

If to City:

City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Attn: City Manager
With a copy to:

City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Attn: City Attorney
A Party may change the address(es) to which any Notice is to be delivered to such Party by furnishing ten (10) days’ written notice of such change(s) to the other Parties in accordance with the provisions of this Section 6.26. The attorney for any Party may send Notices on that Party’s behalf.

To be effective, every notice given to a Party under the terms of this Agreement must be in writing and must state (or must be accompanied by a cover letter that states) substantially the following: (a) the Section of this Agreement under which the notice is given; (b) if applicable, the action or response required; (c) if applicable, the period of time within which the recipient of the notice must respond thereto; (d) if applicable, the period of time within which the recipient of the notice must cure an alleged breach; (e) if Approval is being requested, shall be clearly marked “Request for Approval”; and (f) if a notice of a disapproval or an objection that requires reasonableness, shall specify with particularity the reasons for the disapproval or objection.

6.26.2 When Notices Deemed Given. Every Notice shall be deemed to have been given or served (a) if given by hand or overnight delivery service, upon delivery thereof, or (b) if given by electronic mail, upon delivery by such means to 18 the addressee if delivered before 5:00 pm (in the recipient’s time zone) on a Business Day, otherwise on the next Business Day, regardless of the timing of receipt of any confirmatory copy, in each case with failure to accept delivery to constitute delivery for such purpose and with inability to deliver because of changed address of which no Notice was given under this Section 6.26 to constitute delivery for such purpose (provided, that, the sending Party shall use good faith efforts to deliver to any other address of the intended recipient known to the sending Party).

6.27 Hiring Efforts. Developer and its Contractors and Consultants shall make good faith efforts to (i) recruit, employ, and contract with qualified individuals and businesses that are part of the work force and business community in the City of Santa Clara, and (ii) provide employment, contracting, and business participation opportunities to residents of the City of Santa Clara, including women, minorities, and economically disadvantaged Individuals.

6.27.1 For the purposes of this Section 6.27.1, “good faith efforts” shall be deemed to be satisfied if written notification is provided to community-based organizations with experience in the administration of diversity programs and any other organizations identified for the Developer, Contractor, or Consultant (as applicable) by City when employment opportunities are available, and a record is maintained of each such written notification and the organizations’ responses thereto.

6.27.2 Developer, its Contractors, and its Consultants may participate in voluntary associations which assist in fulfilling their diversity obligations under this Section 6.27.2. The efforts of a contractor association, joint contractor-union, contractor-community, or other similar group of which the Developer, Contractor, or Consultant (as relevant) is a member and participant, may be asserted as fulfilling this obligation provided that the Developer, Contractor, or Consultant (as relevant) actively participates in the group, makes good faith efforts to assure that the group has a positive impact on the employment of minority group persons and women in the industry, ensures that the concrete benefits of the program are reflected in the work force composition of Developer, Contractor, or Consultant (as relevant). The obligation to comply, however, is that of Developer, Contractor, or Consultant (as relevant) and failure of such a group to fulfill an obligation shall not be a defense for the noncompliance of Developer, Contractor, or Consultant (as relevant).

7. Financing; Rights of Mortgagees.

7.1 Right to Mortgage; Conditions. Notwithstanding any provision of this Agreement to the contrary, Developer shall have the right to mortgage or pledge its interest in the Development Parcels to one or more Mortgagees and/or to permit the direct or indirect interest in Developer to be pledged to a Mezzanine Lender and/or to collaterally assign this Agreement to a Mortgagee or Mezzanine Lender (and, in such event, any reference herein to a “Mortgage” or “Mezzanine Loan” shall include such collateral 19 assignment), in each case without City’s consent, at any time and from time to time during the Term; provided, that no holder of any Mortgage or Mezzanine Loan, nor anyone claiming by, through or under any such Mortgage or Mezzanine Loan, shall by virtue thereof acquire any greater rights hereunder than Developer has, except the right to cure or remedy Developer’s defaults as more fully set forth below in this Section 7 and such other rights as are expressly granted to Mortgagees or Mezzanine Lenders hereunder.

Notwithstanding the foregoing, however, no Mortgage or Mezzanine Loan shall be effective, unless:

7.1.1 At the time such Mortgage or Mezzanine Loan
becomes effective, there are no existing Events of Default on the part of Developer; and provided that, unless otherwise notified in writing by City that there is an existing Event of Default, any actual or prospective Mortgagee and Mezzanine Lender may conclusively rely on a statement to the effect that there is no existing Event of Default on the part of Developer given by City with respect to Developer under this Agreement for a period of thirty (30) days after the delivery thereof;

7.1.2 Such Mortgage shall be subject to all the agreements, terms, covenants and conditions of this Agreement;

7.1.3 Such Mortgage shall contain in substance the following provision (and no provisions inconsistent therewith in any material respect): “This instrument and all rights of the mortgagee hereunder are, without the necessity for the execution of any further documents, subject and subordinate to the rights of City under the Agreement hereby mortgaged or collaterally assigned, as said Agreement may have been previously modified, amended or renewed, or may hereafter be modified, amended or renewed with the consent of the mortgagee, which consent may not be unreasonably withheld, conditioned or delayed. Nevertheless, the holder of this mortgage agrees from time to time upon request and without charge to execute, acknowledge and deliver any instruments reasonably requested by City to evidence the foregoing subordination.”

7.2 Notice of Mortgages. Developer or the Mortgagee or Mezzanine Lender shall give to City written notice of the making of any Mortgage or Mezzanine Loan (which notice shall contain the name and office address of the Mortgagee or Mezzanine Lender and shall contain information in reasonable detail demonstrating that the Mortgagee or Mezzanine Lender is a Mortgagee or Mezzanine Lender as defined in this Agreement) no later than ten (10) days after the execution and delivery of such Mortgage or Mezzanine Loan and a duplicate original or certified copy thereof after the recording of any Mortgage executed by Developer and upon the written request of City, Developer shall, at Developer’s own cost and expense, record in the Official Records a written request, executed and acknowledged by City, for a copy of any notice of default and a copy of any notice of sale under such Mortgage to be mailed to City at the address specified in the request by City.

7.3 Mortgagee Right to Notices. City shall give to each Mortgagee or 20 Mezzanine Lender, at the address of such Mortgagee or Mezzanine Lender set forth in a written notice from such Mortgagee or Mezzanine Lender or from Developer delivered in the manner provided by Section 6.26 of this Agreement, a copy of each notice given by City to Developer under Section 2 of this Exhibit E at the same time as and whenever any such notice shall thereafter be given by City to Developer, and, without affecting or extending the commencement of any grace or cure period available to Developer as provided in this Agreement, no such notice by City shall be deemed to have been duly given to such Mortgagee or Mezzanine Lender (and no grace or cure period in favor of such Mortgagee or Mezzanine Lender shall be deemed to have commenced) unless and until a copy thereof shall have been given to each such Mortgagee and Mezzanine Lender.

Subject to City’s simultaneous right to cure any Major Event of Default as more particularly set forth in Section 7.13, each Mortgagee and Mezzanine Lender (i) shall thereupon have a period of ten (10) days more in the case of a default by Developer in the payment of any fees due under this Agreement (a “Monetary Event of Default”) and thirty (30) days more in the case of any other default by Developer (each, a “Non-Monetary Event of Default”), after the applicable period afforded Developer for remedying the default or causing the same to be remedied has expired and (ii) shall, within such period and otherwise as herein provided, have the right (but not the obligation) to remedy such default or cause the same to be remedied. City shall accept performance by or on behalf of a Mortgagee or Mezzanine Lender of any covenant, condition or agreement on Developer’s part to be performed hereunder with the same force and effect as though performed by Developer, so long as such performance is made in accordance with the terms and provisions of this Agreement. City shall not object to and shall cooperate with any entry onto the Project Site by or on behalf of a Mortgagee or a Mezzanine Lender to the extent necessary to effect such Mortgagee’s or Mezzanine Lender’s cure rights, provided such entry is in compliance with Applicable Law.

7.4 Mortgagee Right to Cure. No Non-Monetary Event of Default shall be deemed to exist as long as a Mortgagee or Mezzanine Lender, in good faith, (i) shall have commenced to cure (or caused to be commenced such cure) such Non-Monetary Event of Default within thirty (30) days after the expiration of the applicable period afforded to Developer for remedying such Non-Monetary Event of Default, and continuously prosecutes or causes to be prosecuted the same to completion with reasonable diligence (subject to Force Majeure) or (ii) if possession or control of Developer’s interest in the Project Site or any part thereof (collectively, “Developer’s Interests”) is required in order to cure such Non-Monetary Event of Default, and Mortgagee or Mezzanine Lender shall have notified City within thirty (30) days after the expiration of the applicable period afforded to Developer for remedying the Non-Monetary Event of Default of its intention to institute foreclosure proceedings to obtain possession or control directly or through a receiver, and thereafter promptly commences such foreclosure proceedings, prosecutes such proceedings with all reasonable diligence and continuity (subject to Force Majeure) and, upon obtaining possession, ownership and/or control of Developer’s Interest, commences or causes its designee to commence promptly to cure the Non-Monetary Event of Default and prosecutes the same to completion with all reasonable diligence and 21 continuity (subject to Force Majeure); provided that the Mortgagee or Mezzanine Lender or its designee shall have delivered to City, in writing, within the time periods set forth in subclause (i) or (ii) herein, its agreement, subject to the last sentence of this Section 7.4, to cause the party obtaining possession, ownership and/or control of Developer’s Interest to agree to take the action described in subclause (i) or (ii) herein (the “Lender Notice of Cure”); and provided, further, that during the period in which the actions comprising the Lender Notice of Cure are being performed, all of the other obligations of Developer under this Agreement (other than those that require possession or control of Developer’s Interests in order to cure) are being duly performed within any applicable notice and cure periods (including any applicable notice and cure rights of Mortgagees and Mezzanine Lenders hereunder); and provided, further, that nothing in this Section 7.4 shall be deemed to prohibit City from exercising its simultaneous right to cure any Major Event of Default as more particularly set forth in Section 7.13. In the event that at any time after the delivery of the Lender Notice of Cure, the Mortgagee or Mezzanine Lender notifies City, in writing, that it has relinquished possession or control of the Developer’s Interests or that it will not institute foreclosure proceedings or, if such proceedings have been commenced, that it has discontinued them, thereupon, City shall have the unrestricted right to pursue its remedies under this Agreement by reason of any Event of Default by Developer (and to take any other action it deems appropriate by reason of any Event of Default by Developer).

7.5 Obligation to Construct After Foreclosure. A Mortgagee, Mezzanine Lender, assignee or transferee gaining possession, ownership and/or control of Developer’s Interests under a foreclosure or transfer in lieu of foreclosure shall not be bound by any deadline for completion of any construction or alterations required of Developer under this Agreement; provided, however, that such Person gaining possession, ownership, and/or control of Developer’s Interests pursuant to a foreclosure or transfer in lieu of foreclosure shall with all reasonable diligence and continuity prosecute completion of same. Notwithstanding anything in this Section 7.5 to the contrary, a Mortgagee, Mezzanine Lender, assignee or transferee gaining possession, ownership and/or control of Developer’s Interests pursuant to a foreclosure or transfer in lieu of foreclosure shall not be required to cure any Events of Default arising from obligations of Developer that are not capable of being cured (e.g., an Event of Default that is personal to Developer), and if any Mortgagee, Mezzanine Lender, successor leasehold owner, assignee or transferee shall acquire the Developer’s Interests pursuant to a foreclosure or transfer in lieu of foreclosure, then any such Non-Monetary Events of Default arising from an obligation by Developer that is not capable of being cured shall no longer be deemed an Event of Default or Non-Monetary Event of Default.

7.6 Restrictions on City During Mortgagee or Mezzanine Lender Cure Period. With respect to an Event of Default by Developer, so long as a Mortgagee or Mezzanine Lender shall be diligently exercising its cure rights under this Agreement, City shall not exercise its remedies hereunder except as and to the extent set forth in Section

7.13. Nothing in the protections to Mortgagees or Mezzanine Lenders provided in this Agreement shall be construed to require such Mortgagee or Mezzanine Lender to cure any 22 Event of Default by Developer that is not capable of being cured as a condition to preserving this Agreement.

7.7 Foreclosure Not a Default; Successor Entity. The exercise of any rights or remedies of a Mortgagee under a Mortgage or a Mezzanine Lender under a Mezzanine Loan, including the consummation of any foreclosure or transfer in lieu of foreclosure, shall not constitute a default under this Agreement or require the consent of City. In the event of any such foreclosure or transfer in lieu of foreclosure, the Mortgagee, Mezzanine Lender, assignee or transferee gaining possession, ownership and/or control of Developer’s Interests shall be deemed to be a Successor Entity for purposes of Section 3.3 of this Exhibit E and, upon request of City, shall execute an Assignment, Assumption and Release Agreement in form acceptable to City and such Successor Entity pursuant to which such Successor Entity assumes all applicable rights and obligations under this Agreement from Developer and City releases Developer from all such obligations and liabilities accruing after the date thereof, and shall be endorsed as a Named Insured on the insurance policies obtained pursuant to Exhibit D. In connection with the foregoing, City shall make good faith efforts to support the substitution, in whole or in part, of such Successor Entity for Developer in the WDRs.

7.8 Limitation on Liability of Mortgagee. No Mortgagee or Mezzanine Lender shall become liable under this Agreement unless and until such time as it becomes, and then only for so long as it remains, the owner of, or has control over, the Developer’s Interests, and no performance by or on behalf of a Mortgagee or Mezzanine Lender of Developer’s obligations hereunder shall cause such Mortgagee or Mezzanine Lender to be deemed to be a “mortgagee in possession” unless and until such Mortgagee shall take possession, ownership and/or control of the Project Site, or such Mezzanine Lender shall take possession or control of Developer, as applicable.

7.9 More Than One Mortgagee. If there is more than one Mortgagee, the rights and obligations afforded by this Section 7 to a Mortgagee shall be exercisable only by the party whose collateral interest in the Developer’s Interests is senior in lien (or that has obtained the consent of any Mortgagees whose Mortgage is senior to the Mortgage of such Mortgagee).

7.10 Bankruptcy. This section shall apply in the event of any proceeding by Developer under the United States Bankruptcy Code (Title 11 U.S.C.) as now or hereafter in effect. If this Agreement is rejected or deemed rejected by Developer or its trustee in bankruptcy, and provided, that, the Mortgagee or Mezzanine Lender cures or causes to be cured all outstanding Developer defaults in accordance herewith, Mortgagee or Mezzanine Lender shall have thirty (30) days following such rejection or deemed rejection to, at Mortgagee or Mezzanine Lender’s discretion and to the extent permitted by Applicable Law, enter into an assignment and assumption instrument in form and substance reasonably satisfactory to City and such Mortgagee or Mezzanine Lender pursuant to which Developer shall assign to the Mortgagee or Mezzanine Lender, and the 23 Mortgagee or Mezzanine Lender shall assume, all of Developer’s interest and obligations under this Agreement whether arising or accruing before or after the date of such assignment and assumption, and this Agreement shall not terminate and the Mortgagee or Mezzanine Lender shall have all rights of the Mortgagee or Mezzanine Lender under this Section 7 as if such bankruptcy proceeding had not occurred. If any court of competent jurisdiction shall determine that this Agreement shall have been terminated notwithstanding the terms of the preceding sentence as a result of rejection by Developer or the trustee in connection with any such proceeding, the rights of Mortgagee or Mezzanine Lender to a New Agreement from City pursuant to the applicable provisions of Section

7.11 shall not be affected thereby.

7.11 New Agreement. In the event of the termination of this Agreement, including, without limitation, the rejection of this Agreement by a trustee of Developer in bankruptcy, City shall serve upon the Mortgagee or Mezzanine Lender written notice that this Agreement has been terminated, together with a statement of any and all sums which would at that time be due under this Agreement but for such termination, and of all other defaults, if any, under this Agreement then known to City. The Mortgagee or Mezzanine Lender shall thereupon have the option to accept the assignment of all of Developer’s rights and obligations hereunder, in accordance with and upon the following terms and conditions:
(i) Upon the written request of the Mortgagee or Mezzanine Lender, within thirty (30) days after service of such notice that this Agreement has been terminated, City shall enter into a new Agreement with the most senior Mortgagee or Mezzanine Lender giving notice within such period or its designee; and
(ii) Such new Agreement shall be entered into at the reasonable cost of the Mortgagee or Mezzanine Lender thereunder, shall be effective as of the date of termination of this Agreement, and shall be for the remainder of the term hereof and upon all the agreements, terms, covenants and conditions hereof. Such new Agreement shall have the same priority as this Agreement, including priority over any mortgage or other lien, charge or encumbrance on the title to the Project Site. Such new agreement shall require the Mortgagee or Mezzanine Lender to perform any unfulfilled monetary obligation of Developer under this Agreement that would, at the time of the execution of the new Agreement, be due under this Agreement if this Agreement had not been terminated and to perform as soon as reasonably practicable any unfulfilled non-monetary obligation which is reasonably susceptible of being performed by such Mortgagee or Mezzanine Lender other than the obligations of Developer under this Agreement with respect to construction of the Initial Improvements that constitute Project Landfill Systems, which obligations shall be performed by the Mortgagee or Mezzanine Lender in accordance with Section

13.1 (Initial Improvements) and Section 11.7.5 (Leasehold Mortgages and Mezzanine Loans) of the applicable Ground Lease. Upon the execution of such new agreement, the Mortgagee or Mezzanine Lender shall pay any and all sums which would at the time of the execution thereof be due under this Agreement but for such termination, and shall pay all 24 expenses incurred by City in connection with such defaults and termination and the preparation, execution and delivery of such new agreement. The provisions of this Section

7.11 shall survive any termination of this Agreement, and shall constitute a separate agreement by the City for the benefit of and enforceable by the Mortgagee or Mezzanine Lender.

7.12 Additional Mortgagee Protections. In addition to the other rights, notices and cure periods afforded to Mortgagees, City further agrees that:

7.12.1 without the prior consent of each Mortgagee (which consent is not to be unreasonably withheld, conditioned or delayed), to the extent required in the Mortgage, City will neither agree to any modification or amendment of this Agreement (other than an immaterial modification or amendment), nor accept a surrender or cancellation of this Agreement;

7.12.2 City shall consider in good faith any modification to this Agreement requested by a Mortgagee as a condition or term of granting financing to Developer, so long as the same does not materially increase City’s obligations, diminish Developer’s obligations, or diminish City’s rights and immunities hereunder;

7.12.3 the Mortgagee whose Mortgage is most senior in lien (or that has obtained the consent of any Mortgagees whose Mortgage is senior to the Mortgage of such Mortgagee) shall have the right to participate in any arbitration proceedings under Section 1 of this Exhibit E, although only one Mortgagee shall have such participation rights at any given time;

7.12.4 at the request of Developer from time to time, City shall execute and deliver an instrument addressed to the holder of any Mortgage or Mezzanine Loan confirming that such holder is a Mortgagee or Mezzanine Lender (provided, that City may require such Mortgagee or Mezzanine Lender to provide such reasonably detailed information as is necessary for City to make such determination) and entitled to the benefit of all provisions contained in this Agreement which are expressly stated to be for the benefit of Mortgagees or Mezzanine Lenders.

7.13 City Right to Cure. Notwithstanding anything herein to the contrary, if a Non-Monetary Event of Default by Developer is reasonably likely to result in imminent harm to human health or the environment and/or a violation of the WDRs, PCLUP or other legal requirement applicable to design, construction, or operation and maintenance of the Project Landfill Systems (a “Major Event of Default”), then City may (but shall have no obligation to) exercise its right to cure such Major Event of Default at Developer’s cost as set forth in Section 2.3.1(a) of this Exhibit E notwithstanding the pendency of any cure period afforded to Mortgagee and Mezzanine Lender hereunder. For the avoidance of doubt, any failure by Developer to pay such costs to City within the time periods set forth in Section 2.3.1(a) shall constitute a Monetary Event of Default subject to the provisions of this Section 7.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
20-464 Agenda Date: 4/8/2020

REPORT TO COUNCIL

SUBJECT
Action on Landfill Post-Closure Operation and Management Agreement for Related Santa Clara project [Council Pillar: Promote and Enhance Economic and Housing Development]

BACKGROUND
On June 28, 2016 Council took action on a series of project entitlement approvals including certifying an Environmental Impact Report (EIR) and approving a Disposition and Development Agreement (DDA) and a Development Agreement (DA) with Related Santa Clara, LLC (Developer) for the development of the Related Santa Clara Project (Project) located on an approximately 240-acre site north of Tasman Drive.

The entire Project includes the development of up to 9.16 million gross square feet of office buildings; retail, food and beverage, and entertainment facilities; residential units; hotel rooms; surface and structured parking facilities; new open space and roads, landscaping and tree replacement; and new/upgraded/expanded infrastructure and utilities.

Development of the Project generally located at 5155 Stars and Stripes Drive involves repurposing a closed municipal golf course located on a former municipal landfill property (the Landfill). The City will continue to own the subsurface portion of the Landfill and the Developer will ground lease “airspace parcels” for development of the Project. While the first phase of the Project (involving about 14 acres along Tasman Drive) is not above the Landfill, all other phases of the Project involve the Landfill area. California state laws and regulatory agencies impose long-term maintenance and monitoring obligations on the owner and operator of closed landfill facilities.

The Disposition and Development Agreement between the City of Santa Clara (City) and Developer dated as of August 12, 2016 (DDA) requires City and Developer to execute an agreement that is consistent with the term sheet attached to the DDA as Exhibit M and that contains other mutually acceptable provisions to allocate responsibility for Landfill operation and maintenance activities required by the landfill regulatory agency approvals and related risk mitigation measures during and after construction. Accordingly, City and Developer have prepared a Landfill Post-Closure Operation and Management Agreement (Landfill O&M Agreement) that is consistent with Exhibit M of the DDA and reflects approvals and requirements issued by the Regional Water Quality Control Board after the DDA was executed. Specifically, the Landfill O&M Agreement:
(i) Allocates responsibility between City and Developer for ownership, operation, maintenance and management of the Landfill and the “Project Landfill Systems”, including the Landfill gas extraction system, leachate control system, the clay cap and the fill above it, groundwater monitoring wells, and perimeter air monitoring stations; City of Santa Clara Page 1 of 7 Printed on 4/8/2020
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(ii) Allocates responsibility between City and Developer for the design and construction of certain “Project Landfill Systems”; and
(iii) Defines the minimum insurance programs and coverage terms to protect City’s interest in the Project and provide a primary framework for recovery of losses related to the Project development.

The Landfill O&M Agreement is in final form and requires approval through Council action.

DISCUSSION
Development of a project on a closed landfill is significantly more challenging and inherently carries with it significantly more risk than developing on non-landfill property. The Landfill O&M Agreement addresses responsibilities associated with the Landfill and Landfill systems and the insurance programs to be procured to manage the risk and protect the long-term interests of both the City and Developer.

There are three principal topics discussed and documented in the Landfill O&M Agreement:
· Design, Construction, Ownership, Operation and Management of Project Landfill Systems. · Contractual Indemnifications
· Project Insurance Programs
A. Design, Construction, Ownership, Operation and Management of Project Landfill Systems.

The Landfill is subject to regulatory orders, directives and closure plans that obligate City (as the owner of the Landfill) to implement operation, maintenance and management activities for the Project Landfill Systems in perpetuity. Although Developer will not own any portion of the physical Landfill itself, the development of the Project involves the penetration of the Landfill with piles and includes upgrading and reconfiguring certain components of the existing Project Landfill Systems, which will be undertaken by Developer. Since the development of the Project and the ongoing Landfill operations are so closely inter-related, it is important for the respective obligations of the city and Developer to be clearly defined.

Developer Responsibilities: Developer will design and construct certain upgrades, modifications and replacements to the existing Project Landfill Systems in those portions of the Landfill ground leased by Developer, at Developer’s sole cost and expense. Developer will also build, own, operate and maintain the Landfill Gas Mitigation Systems under buildings and private streets.

City Responsibilities: City will continue to own and be responsible for operation and maintenance of all Project Landfill Systems (new and old) except for the Landfill Gas Mitigation Systems. City will operate the existing Project Landfill Systems during construction and obtain ownership of the upgraded Project Landfill Systems on a rolling basis as portions of the systems are upgraded and conveyed back to City.

By law, City is obligated to maintain the Project Landfill Systems regardless of the development of the Project, but under the Landfill O&M Agreement, City will obtain certain upgrades, replacements and City of Santa Clara Page 2 of 7 Printed on 4/8/2020
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modifications to the Project Landfill System components at Developer’s expense. Developer is also required to reimburse City for the increased cost of operating the Project Landfill Systems as a result of the development of the Project up to a maximum annual reimbursement of $550,000 (the Cap Amount). This reimbursement is applied after City’s expenditure of a pre-determined “baseline cost” of $450,000, which was City’s estimate of its annual Landfill operation and maintenance expenditures when the DDA was approved. At this time, City anticipates that its Landfill operation and maintenance costs upon full Project buildout will be approximately $820,000 per year. The Landfill O&M Agreement also allows City to amortize the costs of insurance premiums paid by City pursuant to the Landfill O&M Agreement and the costs of certain capital repairs and replacements over longer periods of time, thereby facilitating reimbursement by Developer on an annual basis without City reaching the Cap Amount in any given year.

B. Contractual Indemnifications
Under the Landfill O&M Agreement, City provides a narrow indemnity to Developer for losses directly related to City’s negligence or willful misconduct, but only to the extent such negligence or willful misconduct results in City’s failure to perform its obligations under the Landfill O&M Agreement.

There are express carve-outs from City’s indemnity for: (i) Developer’s negligence or breach of the Landfill O&M Agreement; and (ii) cleanup costs for on-site ground water contamination where Developer has obtained insurance for such risk, which Developer has an affirmative obligation to pursue. By carving out cleanup costs for on-site groundwater contamination (which is City’s responsibility under existing law), City anticipates that it will be able to obtain insurance for most, if not all, of the risks associated with its indemnification obligations under the Landfill O&M Agreement.

Developer provides a broad indemnity to City for losses arising out of Developer’s breach of the Agreement, violation of environmental laws and any release or exacerbation of a pollution condition (unless such condition was created or caused by the negligence of City). Of particular note is that liabilities arising out of the exacerbation of existing environmental conditions through the development of the Project will be a Developer risk, and as further detailed below, will be ultimately backstopped by insurance running to the benefit of both City and Developer.

The Landfill O&M Agreement is structured so that City and Developer will both look first to the broad joint insurance programs carried under the Landfill O&M Agreement for recovery of any losses. If the insurance does not provide coverage or the indemnified loss exceeds the limits of liability under the applicable insurance policy, the indemnifying party will be responsible pursuant to the terms of the indemnification. Submission and management of claims under joint insurance programs will be governed by an Insurance Administration Agreement to be executed prior to Developer commencing intrusive work on the Landfill. The Insurance Administration Agreement will establish criteria and procedures for allocating and paying self-insured retentions and establish protocols for notification and cooperation between Developer and City in making claims to the applicable insurers. This “primacy of insurance” approach is designed to reduce prolonged disputes between City, Developer and multiple insurers relating to causation and liability for specific losses by establishing centralized primary insurance programs that insure the broadest possible spectrum of project risks and directly benefit both City and Developer. Note that the insurance provisions addressed in the Landfill O&M Agreement cover all insurance requirements for the Project and will be folded into the Project ground leases as they are executed.

C. Project Insurance Programs
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Developer is obligated to obtain and maintain comprehensive and robust insurance programs throughout the development of the Project and after completion of construction. The insurance terms were carefully negotiated so that City’s interest in the Landfill would be sufficiently protected, even for risks that are unrelated to the development of the Project, and so that the broadest possible range of Developer’s indemnification obligations would be backstopped with insurance running to both City and Developer. Developer must therefore maintain standard construction insurance programs as well as several manuscripted specialty lines programs tailored to the unique risks associated with development on the Landfill.
(i) Construction Policies. The construction policies include: (1) builder’s risk insurance, (2) terrorism coverage, and (3) several general liability programs and “owner/contractor-controlled insurance” programs that will provide coverage for all tiers of horizontal and vertical contractors and subcontractors working on the Project. Developer is also obligated to seek specific modifications to the general liability insurance terms so that the unique concussive risk exposures associated with the penetration of the Landfill during development will be insured. The limits of liability will be increased based on the number of Project phases covered by each program (for example, $200,000,000 limits of liability for a single program encompassing Phase 1, Phase 2 and Phase 3. Developer also has an affirmative obligation to require design professionals to maintain professional liability insurance/errors and omissions insurance on a primary basis with appropriate limits of liability depending on the scope of such designer’s work (for example, $10,000,000 per incident limits of liability for designers of record and $5,000,000 limits of liability for designers of record for any portion of the Project Landfill Systems).
(ii) Specialty Surplus Lines Policies. Developer must also obtain several specialty lines insurance programs and provide City with direct access to such policies. These include:
· Owner’s Protective Professional Indemnity (OPPI). OPPI programs will be obtained with at least $20,000,000 per incident limits of liability and at least $40,000,000 limits of liability for development all of Phase 1, 2 and 3 of the Project (i.e. the Landfill platform and immediately surrounding lands). OPPI coverage provides coverage to owners (i.e. Developer and City) excess of the coverage obtained by design professionals. Under this program, City will have affirmative coverage for defense and payment of loss for third-party claims relating to design errors and omissions on the Project Landfill Systems.
· Contractor’s Pollution Liability (CPL). Developer will obtain CPL insurance that provides bodily injury, property damage and cleanup cost coverage as a result of pollution conditions arising from Developer’s construction of the Project and City’s Landfill operation and maintenance activities. The CPL program will cover the entire Landfill, including those areas that are not yet subject to a ground lease with Developer. All contractors performing construction or operation and maintenance activities at the Landfill will be enrolled in the program. The CPL program will contain $50,000,000 limits of liability per incident and in the aggregate with a $5,000,000 sublimit for City Landfill activities that are performed on those portions of the Landfill not yet subject to a ground lease.

City will reimburse Developer for ten percent (10%) of the total cost of the CPL up to a maximum reimbursement of $200,000, which reimbursement may be amortized over the policy period for purposes of calculating Developer’s annual reimbursement and to minimize the likelihood of City of Santa Clara Page 4 of 7 Printed on 4/8/2020
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exceeding the Cap Amount in any given year. City’s reimbursement represents a significant cost savings to City compared to City obtaining its own CPL coverage on portions of the Landfill that are not yet part of the Project. Moreover, any stand-alone CPL program City would obtain would be very difficult to underwrite in light of the difficulty of allocating the precise cause of any specific loss between City’s Landfill operation and maintenance activities and Developer’s construction activities.

City will have the right to review and comment on underwriting submissions, quotes, policy forms and endorsements, thereby ensuring that City’s interests are adequately addressed in the manuscripted CPL program.
· Pollution Legal Liability (PLL). Developer will obtain PLL insurance that provides coverage for cleanup costs and third-party bodily injury and property damage claims for pre-existing and new pollution conditions for both City and Developer. Developer will seek to obtain coverage for groundwater cleanup costs imposed on Developer (which are already a direct legal obligation of City) and Developer must also use commercially reasonable efforts to obtain coverage for City’s groundwater cleanup costs. Similar to the CPL program, the PLL will provide coverage to the entire Landfill, including portions that are not yet subject to ground leases with Developer. The PLL will contain a limit of liability of $75,000,000 per incident and in the aggregate and will be maintained by Developer for 15 years.

City will reimburse Developer for twenty percent (20%) of the total cost of the PLL with a maximum reimbursement of $250,000, which reimbursement may (similar to the CPL) be amortized over the policy period for purposes of calculating Developer’s annual reimbursement. Like the CPL, the PLL will provide affirmative coverage to City on the entire Landfill and insures City’s pollution related risks that exist as the owner and operator of the Landfill. City’s reimbursement represents a significant cost savings to City compared to obtaining the same coverage independent of Developer. Similar to the CPL, obtaining broad PLL coverage independent of Developer would be difficult and challenging in light of the many concurrent activities occurring on the Landfill by both City and Developer and accurately determining causation of any particular loss event. City will have the right to review and comment on underwriting submissions, quotes, policy forms and endorsements, thereby ensuring that City’s interests are adequately addressed in the PLL program.

Conclusion
Substantial time and effort were spent negotiating the insurance coverages terms and parameters with Developer. The multi-disciplinary and cross-departmental team involved in the proposed Landfill O&M Agreement and the insurance coverages included legal and technical expertise from outside legal counsel and environmental consultants, together with significant effort from City Attorney’s office, City Risk Manager, City Manager’s office, and Public Works.

The coverage parameters and the allocation of risks outlined in the Landfill O&M Agreement are “state-of-the-art” and should be sufficiently protective of City’s interests for the Project and the Landfill generally. However, City may, at the City Manager’s discretion, elect to consider excess coverage or independent coverage in addition to the coverage provided in the Landfill O&M Agreement for certain coverage elements.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California City of Santa Clara Page 5 of 7 Printed on 4/8/2020
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Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(a) as it has no potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment.

In addition, the Related Santa Clara Project, including all work on and impacts to the Landfill, was analyzed in accordance with the requirements of the California Environmental Quality Act (CEQA) in the CityPlace Santa Clara EIR [SCH#2014072078] as certified and adopted by Council on June 28, 2016 by Resolution No. 16-8337.

FISCAL IMPACT
The City expects to pay up to $450,000, starting in fiscal year 2020/21 for its share of the CPL and PLL policy, which payment will be subject to reimbursement from Developer on an amortized basis over the term of such policies. Pending the finalized cost of the insurance premiums, staff will bring forward a budget amendment recommendation to the Council at a later date to appropriate funding to cover the City’s upfront share, if necessary. As part of the FY 2020/21 Adopted Operating Budget, approximately $550,000 was allocated in the General Fund Non-Departmental to cover the costs of the closure of the golf and tennis facility and other potential costs related to the development of the landfill. Staff anticipates using the majority of that allocation to fund the City’s contribution to the insurance premiums.

COORDINATION
This report has been coordinated with the Finance Department and City Attorney’s Office.

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]> .

ALTERNATIVES

1. Approve and authorize the City Manager to execute the Landfill Post-Closure Operations and Management Agreement with Related Santa Clara, LLC for the Related Santa Clara development project and authorize the City Manager to obtain additional insurance programs to bolster the limits of liability available to City under the Project insurance programs.

2. Do not approve the Landfill Post-Closure Operations and Management Agreement with Related Santa Clara for the Related Santa Clara development project

RECOMMENDATION
Alternative 1:

Approve and authorize the City Manager to execute the Landfill Post-Closure Operations and Management Agreement with Related Santa Clara, LLC for the Related Santa Clara development project and authorize the City Manager to obtain additional insurance programs to bolster the limits of liability available to City under the Project insurance programs.

Reviewed by: Ruth Mizobe Shikada, Assistant City Manager Approved by: Deanna J. Santana, City Manager
City of Santa Clara Page 6 of 7 Printed on 4/8/2020
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ATTACHMENTS

1. Final form of Landfill Post-Closure Operations and Management Agreement City of Santa Clara Page 7 of 7 Printed on 4/8/2020
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
20-571 Agenda Date: 5/26/2020

REPORT TO COUNCIL

SUBJECT
Action on Landfill Post-Closure Operation and Management Agreement for Related Santa Clara project [Council Pillar: Promote and Enhance Economic and Housing Development]

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