City Council and Authorities Concurrent
December 8, 2022

All that real property situate in the City of Santa Clara, County of Santa Clara, State of California, described as follows
BEGINNING at the point of intersection of the Westerly sideline of the Union Pacific Railroad (UPRR) with an Easterly prolongation of a N011herly sideline of Stars and Stripes Drive, from which the intersection of said Westerly sideline ofUPRR with the Northerly sideline of Tasman Drive (as said last-mentioned intersection is shown on the Record of Survey map recorded in Book 345 of Maps, at Pages 1 through 8, Santa Clara County Records) bears, South 27° 23' 56" East, 260 .41' feet distant; thence along the Westerly sideline of the UPRR

1. South 27° 23' 56" East, 260.41' feet, to said intersection of the Westerly sideline of UPRR with the Northerly sideline of Tasman Drive; thence leaving the Westerly sideline of the UPRR and along the Northerly sideline of Tasman Drive as shown on the Record of Survey map recorded in Book 345 of Maps, at Pages 1 through 8, Santa Clara County Records the following five courses

2. South 62° 58' 45" West, 60.69 feet to an angle point; thence

3. South 49° 35 ' 12" West, 172.69 feet to an angle point; thence

4. South 55° 17' 27" West, 403.61 feet to an angle point; thence

5. South 62° 59' 29" West, 162.15 feet to the beginning of a tangent curve to the left; thence

6. Along said curve to the left, having a radius of 2920.84 feet, through a central angle of 1°47' 48", and an arc length of 91.59 feet to the Easterly most corner of Parcel 2 of the Grant for Right of Way Purposes recorded in Document No. 21195719, Santa Clara County Records; thence along the Northerly boundary of said Parcel 2 the following five courses

7. South 63° 11' 39" West, 150.97 feet to an angle point; thence

8. South 63° 10' 24" West, 14.76 feet to an angle point; thence

9. South 60° 42' 14" West, 120.03 feet to an angle point; thence

10. South 46° 39' 25" West, 41.19 feet to an angle point; thence

11. South 60° 42' 14" West, 203 .54 feet, more or less to the Southeast corner of the Easement for Parking Purposes as shown in Parcel Three of the lease agreement recorded in Document No. 18721549, Santa Clara County Records; thence along the Easterly sides of said Parcel Three the following three courses

12. North 26° 03' 52" West, 394.25 feet to an angle point; thence

13. South 63° 56' 08" West, 15.50 feet to an angle point; thence

14. North 26° 03' 52" West, 9.17 feet to the Northerly sideline of Stars and Stripes Drive as said sideline is shown on that certain Record of Survey map recorded in Book 570 of Tasman Parcel

Maps, at Page 5, Santa C,lara County Records; thence leaving the Easterly boundary of said Parcel Three, and along said Northerly sideline of Stars and Stripes Drive

15. North 63° 57' 0 I" East, 1053.06 feet to the beginning of a tangent curve to the right, having a radius of334.28 feet, as shown on said Record of Survey map; thence leaving said sideline and along an Easterly prolongation of said sideline

16. North 63° 57' 01" East, 365.15 feet to the POINT OF BEGINNING.

Containing 11.29 acres, more or less.

The distances as shown in this description are Grid distances. To obtain ground level distances multiply any distance shown above by the factor 1.00005310.

Description prepared by BKF Engineers, in June, 2016.
. 51 . () ~ . . . . 6/16/2016
Signed~
Date
BKF No. 2015604 l Page 2 of3
EXHIBIT G-1
FORM OF GROUND LEASE (PHASE 1)
EXHIBIT A-2
Map of Premises
[To be attached upon Ground Lease execution]

EXHIBITB

FORM OF GUARANTY

GUARANTY
THIS GUARANTY (this "Guaranty") dated as of ~-------·' 20 _J, is made by ~--------~' a ~------~ ("Guarantor"), in favor of the CITY OF SANT A CLARA, a chartered municipal corporation (the "City").

A. _________ __.., a [ _________ _ _, ("Tenant"), and City are parties to that certain Ground Lease (City Place Santa Clara - Phase [ ]), dated as of .._ _____ _,, 2[_] (the "Lease"), pursuant to which City ground-leases to Tenant certain premises (the "Premises"), as such premises is more particularly described in Exhibit A[-2] to the Lease. Te1ms used herein but not defined herein shall have the meanings given to such terms in the Lease.

B. Tenant desires to engage in a Consent Transfer, pursuant to which it proposes to transfer [all] [a portion] of the Lease and the Premises to ,.._ _ _______ ], a .__ ________ _, ("Transferee").

C. The Lease requires that Transferee have a Net Worth equal to or more than [[Seventy-Five Million Dollars ($75,000,000)][Twenty-Five Million Dollars ($25,000,000)], increased by 10% on each five year anniversary of the Effective Date of the Lease, multiplied by the percentage of the total land area in the Phase that is being transferred] (the "Net Worth Requirement"), and provides, further, that Transferee may satisfy the Net Worth Requirement either by meeting the Net Worth Requirement itself, or by providing a guaranty in the form of this Guaranty, covering all of Transferee's obligations under the Lease, as transferred (collectively, the "Obligations"), without limitation, from an entity that meets the Net Worth Requirement.

D. Because Transferee does not meet the Net Worth Requirement, Guarantor, an affiliate of Transferee that meets the Net Worth Requirement, is willing and desires to guaranty Transferee's full, prompt and complete payment and performance of the Obligations, as set forth in this Guaranty.

NOW, THEREFORE, in order to induce the City to approve the transfer to Transferee pursuant to the Lease, and in consideration thereof, Guarantor hereby agrees as follows:

AGREEMENT:

1. Guaranty.

1.1 Guarantor hereby absolutely, irrevocably and unconditionally guarantees the full, prompt and complete payment and performance when due of each and all of the Obligations.
1021 36617_5

EXHIBITB

FORM OF GUARANTY

1.2 If the City institutes and prevails in any action or proceeding against Guarantor to enforce any of its rights or remedies under this Guaranty, then, in addition to any other recovery or relief, Guarantor shall pay to the City any and all costs, fees and expenses (including, without limitation, reasonable attorneys' fees and all out-of-pocket costs and expenses incurred by the City, including, without limitation, all court costs and other reasonable litigation expenses, such as expert witness fees, document copying expenses, exhibit preparation costs, courier expenses, postage and communication expenses) incurred by the City related thereto. The City shall be deemed to have prevailed in any such action or proceeding (without limiting the generality of the foregoing) if such action is dismissed upon the payment by the other party of the sums allegedly due or the performance of obligations allegedly not complied with, or if the City obtains substantially the relief sought by it in the action, irrespective of whether such action is prosecuted to judgment. The City shall also be entitled to its respective attorneys' fees and costs incurred in any post-judgment proceedings to collect the judgment.

This provision is separate and several and shall survive the merger of this Guaranty into any judgment on this Guaranty.

2. Guaranty Absolute.

2.1 Guarantor guarantees that the Obligations will be paid and performed strictly in accordance with the terms of the Lease and any other agreement or instrument relating thereto, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the City with respect thereto. The liability of Guarantor under this Guaranty shall be absolute and unconditional irrespective of:
(i) any lack of validity or enforceability of the Lease, the Obligations, or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from the Lease;
(iii) any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Obligations; or (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Transferee in respect of the Obligations or Guarantor in respect of this Guaranty.

2.2 Notwithstanding any termination of this Guaranty or any other agreement evidencing the Obligations, if at any time any payment of any of the Obligations (from any source) is rescinded, set aside, recouped, or is repaid or must otherwise be returned by the City (i) due to or upon the insolvency, bankruptcy or reorganization of Transferee, or any general partner or member of Transferee, or (ii) for any other circumstance caused by Transferee, this Guaranty shall continue to be effective or be reinstated, as the case may be, all as though such payment had not been made.
102136617_5 2

EXHIBITB

FORM OF GUARANTY

3. Waiver of Subrogation. Guarantor hereby absolutely and irrevocably waives any and all (i) rights which it may have or may now or hereafter acquire by way of subrogation, reimbursement, contribution or indemnity against Transferee by virtue of any payment made under this Guaranty or otherwise (including, without limitation, any payment made by Transferee) in connection with the Lease and/or the Premises, and (ii) other claims or rights against Transferee relating to this Guaranty or the Obligations; provided, however, that upon the full and irrevocable payment, satisfaction and performance of all the Obligations, the termination of this Guaranty or the release of Guarantor pursuant to the terms hereof, then such rights of subrogation, reimbursement, contribution or indemnity against Transferee shall be reinstated.

4. Guaranty Independent; Waivers.

4.1 Guarantor agrees that (i) the obligations hereunder are independent of and in addition to the undertakings of Transferee pursuant to the Lease, any other guaranties given in connection with the Lease and any other obligations of Guarantor to the City, (ii) a separate action may be brought to enforce the provisions hereof whether Transferee is a party in any such action or not, (iii) the City may at any time, or from time to time, iri its sole discretion and without notice of any kind to Guarantor, (A) extend or change the time of payment or performance and/or the manner, place or terms of payment or performance of all or any of the Obligations; and (B) settle or compromise with Transferee, and/or any other person liable thereon, any and all of the Obligations, and/or subordinate the payment of same, or any part thereof, to the payment of any other debts or claims, which may at any time be due or owing to the City and/or any other person or corporation, and (iv) the City shall not be under any obligation to marshal any assets in favor of Guarantor or in payment of any or all of the Obligations.

4.2 Guarantor hereby waives (i) presentment, demand, protest, notice of acceptance, notice of dishonor, notice of nonperformance and any other notice with respect to any of the Obligations, and promptness in commencing suit against any party thereto or liable thereon, and/or in giving any notice to or making any claim or demand hereunder upon Guarantor, (ii) any right to require the City to (A) proceed against Transferee, (B) proceed against or exhaust any security held from Transferee or any other Person, or (C) pursue any remedy in the City's power whatsoever; (iii) any defense arising by reason of any disability or other defense of Transferee or by reason of the cessation from any cause whatsoever of the liability of Transferee other than the irrevocable payment and performance in full of the Obligations; (iv) to the fullest extent permitted by law, all rights and benefits under Section 2809 of the California Civil Code purpo1ting to reduce a guarantor's obligations in proportion to the principal obligation; and (v) to the fullest extent permitted by law, (A) any defense arising as a result of the City's election, in any proceeding instituted under the Bankruptcy Code, of the application of Section llll(b)(2) of the Bankruptcy Code, (B) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code, and (C) without limiting the generality of the foregoing or any other provision hereof, all rights and benefits which might otherwise be available to the undersigned under California Civil Code Sections 2810, 2819, 2839, 2845, 2849, 2850, 2855, 2899, and 3433. 102136617_5 3

EXHIBITB

FORM OF GUARANTY

4.3 Guarantor warrants that (i) this Guaranty is executed at Transferee's request, (ii) the City has not made any representation to Guarantor as to the creditworthiness of Transferee, and (iii) Guarantor assumes the responsibility for keeping informed of the financial condition of Transferee and of all other circumstances bearing upon the risk of nonperfonnance of the Obligations, and agrees that the City shall not have any duty to advise Guarantor of any information known to the City regarding any such financial condition or circumstances.

Guarantor hereby irrevocably waives any defense which, absent this waiver, Guarantor would have that its obligations under this Agreement could be exonerated based upon the City's failure to inform Guarantor of the existing or ongoing financial condition of Transferee or of any other circumstances bearing upon the risk of nonperformance of the Obligations.

4.4 Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that under the circumstances the waivers are reasonable. If any said waivers are determined to be contrary to any application of law or public policy, such waivers shall nonetheless be effective to the fullest extent permitted by law.

5. Does Not Supersede Other Guaranties. The obligations of Guarantor hereunder shall be in addition to any obligations of Guarantor under any other guaranties of the Obligations and/or any obligations of Transferee or any other persons or entities heretofore given or hereafter to be given to the City, and this Guaranty shall not affect or invalidate any such other guaranties or obligations. The liability of Guarantor to the City shall at all times be deemed to be the aggregate liab~lity of Guarantor under the terms of this Guaranty,

6. follows:

Representations and Warranties. Guarantor hereby represents and warrants as 6 .1 Validity of Guaranty.
(i) The execution, delivery and perfonnance by Guarantor of this Guaranty will not violate any provision of law, any order of any court or agency of government, or any indenture, agreement or any other instrument to which Guarantor is a party or by which Guarantor or its property is bound, or be in conflict with, result in a breach of or constitute (with due notice and/or lapse of time) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of its property or assets ( other than any lien, charge or encumbrance which may be created or imposed by this Guaranty).
(ii) This Guaranty, when delivered to the City, will constitute a legal, valid and binding obligation enforceable against Guarantor in accordance with its terms.

6.2 Other Information. All reports, papers and written data and information given to the City by Guarantor with respect to Guarantor are accurate and correct in all material respects and complete insofar as completeness may be necessary to give the City a true and accurate knowledge of the subject matter.
102136617_5 4

EXHIBITB

FORM OF GUARANTY

6.3 Litigation. There is not now pending against or affecting Guarantor, nor to the knowledge of Guarantor is there threatened, any action, suit or proceeding at law or in equity or by or before any administrative agency in which there is a reasonable possibility of a determination adverse to Guarantor, which if adversely determined, could materially impair or affect the financial condition or operations of Guarantor.

6.4 Net Worth. As of the date of this Guaranty, Guarantor has a Net Worth equal to at least [insert Minimum Net Worth amount specified above].

7. Affirmative Covenants. Guarantor covenants and agrees that, so long as any part of the Obligations shall remain outstanding or unsatisfied, Guarantor will, unless the City shall otherwise consent in writing, maintain full and complete books of account and other records reflecting its financial condition, in commercially reasonable form, and consistent with generally accepted accounting practices, and provide to the City such information about the financial condition of Guarantor as the City shall reasonably request. The City shall have the right, upon reasonable advance notice, to inspect the books and records of Guarantor; provided, however, that, upon reasonable cause, the City shall have the right to audit the books and records of Guarantor.

8. Amendments, Etc. No amendment or waiver of any provision of this Guaranty nor consent to any departure by Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the party sought to be charged, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on Guarantor shall in any case entitle it to any other or further notice or demand in similar or other circumstances.

9. Notices. All notices, demands or requests provided for or permitted to be given pursuant to this Guaranty sha11 be in writing, and sha11 be personally delivered or sent by a nationally recognized same day or overnight courier or sent by registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by telecopy or facsimile and shall be deemed received upon the earlier of (a) if personally delivered or sent by same day or overnight courier, the date of delivery to the address of the person to receive such notice, (b) if mailed, on the date of delivery as shown on the sender's registry or certification receipt, or (c) if given by telecopy or facsimile, when sent with confirmation of receipt. Any notice, request, demand, direction or other communication sent by telecopy or facsimile must be confirmed within forty-eight ( 48) hours by letter mailed or delivered in accordance with the foregoing, provided that failure to mail or deliver such confirmation within forty-eight (48) hours will not invalidate notice actually received by the individual to whom the telecopy or facsimile was addressed. Notices shall be addressed to the parties at their address set forth below:

If to Guarantor:

I 02136617 _5 5
Ifto City:

If to Transferee:

Ifto Tenant:
]02136617_5
EXIIlBITB

FORM OF GUARANTY
with a copy to:

City of Santa Clara
1500 Warburton Avenue
Santa Clara, California 95050
Attn: City Manager
with a copy to:

City of Santa Clara
1500 Warburton Avenue
Santa Clara, California 95050
Attn: City Attorney
with a copy to:
with a copy to:
6 EXHIBITB

FORM OF GUARANTY
Notice of change of address shall be given by written notice in the manner detailed in this paragraph. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent.

10. No Waiver; Remedies. No failure on the part of the City to exercise and no delay in exercising any right or remedy hereunder shall operate as a waiver thereof; nor shall the City be estopped to exercise any such right or remedy at any future time because of any such failure or delay; nor shall any single or partial exercise of any right or remedy hereunder preclude any other or fm1her exercise thereof or the exercise of any other right or remedy. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

11. Continuing Guaranty. This Guaranty is a continuing guaranty and a guaranty of both payment and performance and not of collectability, and shall (i) subject to the provisions of Section 2.2 hereof, remain in full force and effect until payment, performance and satisfaction in full of the Obligations and all other amounts payable under this Guaranty, (ii) be binding upon Guarantor and its permitted successors and assigns, and (iii) inure to the benefit of and be enforceable by the City and its successors, transferees and assigns. Neither this Guaranty nor any rights or obligations under this Guaranty may be assigned by Guarantor; however, notwithstanding anything to the contrary contained herein, Guarantor may from time to time provide a substitute guarantor hereunder, provided that the substitute guarantor must be reasonably approved by the City in writing and must meet the then applicable Net Worth Requirement (the ''New Guarantor"). Upon the City's reasonable approval of the New Guarantor, satisfaction of the then applicable Net Worth Requinnent, and the New Guarantor's assuming the obligations hereunder accruing from and after the date of such assumption, Guarantor shall be released of all further obligations and liabilities hereunder and this Guaranty shall terminate with respect to Guarantor.

12. Subordination. Any indebtedness of Transferee now or hereafter held by Guarantor which is unrelated to the Obligations guaranteed hereby is hereby subordinated to the Obligations, and such indebtedness of Transferee to Guarantor shall, after the occurrence of a default by Transferee in performance of the Obligations or under the Assignment Agreement, be collected, enforced and received by Guarantor as trustee for the City and be paid over to the City on account of the Obligations, but without reducing or limiting in any manner the liability of Guarantor under the other provisions of this Guaranty. Guarantor acknowledges that any indebtedness of Transferee now or hereafter held by Guarantor relating to the Obligations 10213661 7_5 7

EXHIBITB

FORM OF GUARANTY
guaranteed hereby has been irrevocably waived pursuant to Section 3 hereof, subject to the terms thereof.

13. Fraudulent Transfer Limitation. If, in any action to enforce this Guaranty, any court of competent jurisdiction determines that enforcement against Guarantor for the full amount of the Obligations is not lawful under or would be subject to avoidance under Section 548 of the United States Bankruptcy Code or any applicable provision of any comparable law of any state or other jurisdiction, the liability of Guarantor under this Guaranty shall be limited to the maximum lawful amount not subject to such avoidance.

14. Waiver of Right to Trial by Jury. Guarantor hereby waives any right to trial by jury with respect to any action or proceeding (i) brought by Guarantor, Transferee, the City relating to (A) the Assignment Agreement, and/or any understandings or prior dealings between the parties hereto, or (B) this Guaranty, or (ii) to which the City is a party. Guarantor hereby agrees that this Guaranty constitutes a written consent to waiver of trial by jury to the maximum extent allowed under California law as of the date hereof, and as California Law may hereinafter be revised or amended, and Guarantor does hereby constitute and appoint the City its true and lawful attorney-in-fact, which appointment is coupled with an interest, and Guarantor does hereby authorize and empower the City, in the name, place and stead of Guarantor, to file this Guaranty with the clerk or judge of any comt of competent jurisdiction as a statutory written consent to waiver of trial by jury.

INITIALS: -----
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EXHIBITB

FORM OF GUARANTY

15. Bankruptcy of Transferee. Notwithstanding any modification, discharge or extension of the Obligations or any amendment, modification, stay or cure of the City's rights which may occur in any bankruptcy or reorganization case or proceeding (state or federal) concerning Transferee whether permanent or temporary, and whether assented to by the City, Guarantor hereby agrees that it shall be obligated hereunder to pay and perform the Obligations and discharge its other obligations in accordance with the terms of the Obligations and the terms of this Guaranty in effect on the date hereof. Guarantor understands and acknowledges that by virtue of this Guaranty, it has specifically assumed any and all risks of a bankruptcy or reorganization case or proceeding with respect to Transferee. As an example and not in any way of limitation, a subsequent modification of the Obligations in any bankruptcy or reorganization case or proceeding concerning Transferee shall not affect the obligation of Guarantor to pay and perform the Obligations in accordance with their original terms.

16. Remedies. In the event that Guarantor shall fail to perform promptly after written notice given by City in the manner as herein provided, the City shall have the following remedies: (a) from time to time, without being required to exhaust any or all security, if any, held by the City, to require performance by Guarantor of any obligation on the part of Guarantor to be performed pursuant to the terms hereof, by action at law or in equity or both, and further to collect in any such action compensation for all loss, cost, damage, injury and expense sustained or incurred by the City as a consequence of such breach; and (b) any other right or remedy provided hereunder, at law or in equity. All remedies available to City are cumulative and not alternative.

17. Miscellaneous.
17 .1 Time of Essence. Time is of the essence hereof.

17.2 Partial Invalidity. If any term, provision, covenant or condition hereof or any-application thereof should be held by a court of competent jurisdiction to be invalid, void or unenforceable, all provisions, covenants and conditions hereof, and all applications thereof not held invalid, void or unenforceable shall continue in full force and effect and shall in no way be affected, impaired or invalidated thereby.

17.3 Headings. Section headings in this Guaranty are included for convenience of reference only and do not constitute a part of this Guaranty for any other purpose.

17.4 Governing Law. T11is Guaranty shall be governed by, and construed in accordance with, the internal laws of the State of California, without regard to principles of conflicts oflaw.

17.5 Entire Agreement. This Guaranty embodies the entire agreement and understanding between City and Guarantor pertaining to the subject matter of this Guaranty, and supersedes all prior agreements, understandings, negotiations, representations and discussions, whether verbal or written, of such parties, pertaining to that subject matter. 102136617_5 9

EXHIBITB

FORM OF GUARANTY

17.6 Further Action. The Guarantor agrees to perform any further acts and to execute and deliver any other documents which may be necessary in the reasonable opinion of City to effectuate the provisions of this Guaranty.
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EXIIlBITB

FORM OF GUARANTY
lN WITNESS WHEREOF, the undersigned has duly executed and delivered this Guaranty as of the date first above written.

GUARANTOR:

By:

Name:

Title:
102136617_5 11
EXIIlBIT G-1
FORM OF GROUND LEASE (PHASE 1)
EXIIlBITC
Permitted Exceptions
[To be attached upon Ground Lease execution]
EXHIBIT G-1
FORM OF GROUND LEASE (PHASE 1)

EXHIBITD
Additional Initial Buildings
[To be attached upon Ground Lease execution]

EXHIBITE

PROJECT MMRP AND APPLICABLE MMRP MEASURES
[Attached hereto is the complete Project MMRP adopted by the City Council in connection with its approval of the Project. The report approved in connection with each Phase of the Project pursuant to Section I. I I of Exhibit 2 of the Development Area Plans and Architectural Review - Submittal and Approval Procedures (the "DAP Procedures") will identify the specific mitigation measures under the Project MMRP that are applicable to such Phase. Consistent with such report, the Parties will attach to the final Lease/or each Phase a modified version of the Project MMRP specifying those mitigation measures that are applicable to such Phase.]

MITIGATION MONITORING & REPORTING PROGRAM
City Place Santa Clara Project
Planning/CEQA File# PLN2014-10554/CEQ2014-01180
State Clearinghouse# 2014072078
Mitigation and Avoidance Measures
LU-1.1: Increase Residential Density in the City's General Plan. During the next General Plan Update cycle, the City shall explore permitting higher residential densities in the City as well as allowing residential land uses in existing nonresidential areas. Where feasible, the City shall target strategic areas of the City, specifically those closest to major employment and transit hubs, for new residential land uses and/or increased residential density. In order to maintain projected 2035 jobs/housing ratios, the City shall explore permitting up to 11,000 units.

AES-1.1: Imported Material Storage. Soils from other parcels that are imported to Parcel 2 shall be stored in areas that are not within view of the Guadalupe River Trail.

Alternatively, imported soils within view of the Guadalupe River Trail shall be distributed across Parcel 2 at a depth of 2 feet or less.

AES-1.2: Early Implementation of Master Community Plan Landscaping Plan for Parcels 1 and 2. The existing golf course trees along the eastern edge of Parcel 2 shall be retained (leaving the view from the Guadalupe River trail unchanged) until such time as development on the eastern portion of Parcel 2 would necessitate their removal. The Project Developer shall implement the Landscaping Plan, as presented in the Master Community Plan, at the earliest feasible period, given the constraints and pacing of the development Prior to planting and installation, the Landscaping Plan shall be submitted to the Planning Director for approval.

AES-2.1: Installation of Low-Profile Lighting. The Project Developer shall install low-profile, low-intensity lighting directed downward to minimize light and glare.

Action
City to explore
permitting higher
residential densities in
the City.
• ·~ --~ ·, • !! ' . . •
'),.)<;\).:,:::•·; .,_
Project Developer to
provide applicable
provisions of
construction contracts to
the City incorporating
requirement
Project Developer to
submit a landscape plan
to replace removed trees
to the City for review
and approval.

Project Developer to
submit catalog cuts of
the fixtures proposed to
the City demonstrating
compliance.

Implementing
Party
Director of
Planning and
Inspection
Project
Developer/
Project
Contractor
Project
Developer/
Project
Contractor
Project
Developer
Monitoring
Party
Director of
Planning and
Inspection
City Planning
& Inspection
Division
City Director
of Planning &
Inspection
City Planning
& Inspection
Division
Timing 1
During the next
General Plan
Update cycle
", .. '(: /: .. . :_1 < : -~ ,j ;·;.i
Prior to
issuance of
grading and
building
permits
Prior to
issuance of
grading and
building
permits for
Parcel 2
Concurrent
with
Architectural
Review
submittal,
1 Where the timing of an action is specified as taking place before a permit is issued, that action must be taken with respect to the action underlying the permit, except where otherwise specifically noted.

City Place Santa Clara Project
Draft Environmental Impact Report 1 June 2016
ICF 00333.14
City af Santa Clara
Mitigation and Avoidance Measures
AES-2.2: Installation of Shielded Fixtures. The Project Developer shall use shielded fixtures for street lighting and park lighting to minimize spill onto the public right-ofway and glare produced by the lighting on the Project site.

AES-2.3: Treat Reflective Surfaces. The Project Developer shall ensure application oflow-emissivity glass at exterior surfaces of the proposed structures for the purpose of reducing reflection of visible light that strikes the glass exterior and reduction in the amount of interior light being emitted through the glass.

AES-2.4: Provide Obstruction for Glare from Vehicle Headlights in the Proposed Garages. The Project Developer shall ensure that through the architectural design of the parking garages and through or in combination with landscaping or physical screening at the parking structures glare from vehicle headlights shall be screened from off-site viewers.
i :;lM~~~iiit~~:

TRA-1.1: Vehicle Trip Reduction with Transportation Demand Management (TDM). The Project Developer shall prepare and implement a TDM Plan approved by the Santa Clara Director of Planning and Inspection. The TDM Plan shall include trip reduction measures necessary to achieve an overall target of reducing Project officeI City Place Santa Clara Project Draft Environmental Impact Report 2
Action
Project Developer to
submit catalog cuts of
the fixtures proposed to
the City demonstrating
compliance.

Project Developer to
provide evidence that
low-emissivity glass at
exterior surfaces will be
used.

Project Developer to
provide garage sections
to City showing how
vehicle headlights in the
proposed garages will be
obstructed.

Project Developer to
submit a TDM Plan to
the City for each
Development Area Plan
Implementing
Party
Project
Developer
Project
Developer
Project
Developer
Project
Developer/
TMA
Mitigation, Monitoring, and Reporting Program
Monitoring
Party
City Planning
& Inspection
Division
City Planning
& Inspection
Division
City Planning
& Inspection
Division
Department of
Public Works
Director of
Planning and
Timing 1
which maybe
included within
Development
Area Plans
Concurrent
with
Architectural
Review
submittal,
which maybe
included within
Development
Area Plans
Concurrent
with
Architectural
Review
submittal,
which maybe
included within
Development
Area Plans
Concurrent
with
Architectural
Review
submittal,
which maybe
included within
Development
Area Plans
Prior to the
issuance of a
certificate of
occupancy for
June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
generated daily traffic by a minimum of 4 percent and peak-hour traffic by a minimum of 10 percent, with an overall target of reducing Project residentialgenerated daily traffic by a minimum of 2 percent and peak-hour traffic by a minimum of 4 percent, compared to the traffic estimates used in this EIR. The TOM Plan shall also include and implement TOM Best Management Practices (BMPs) for the retail uses. The TOM Plan shall include measures to reduce the amount of vehicle traffic generated by City Place by shifting employees, customers, and residents from driving alone to using transit, carpooling, cycling, and walking modes through TOM measures, strategies, incentives, and policies. The TDM obligation in this measure is to apply for the lifetime of the Project. The TDM Plan may specify a phased implementation approach that provides initially for implementation of the TDM measures that are appropriate for multi-tenant offices ( e.g., measures aimed at increased transit use and carpooling), which are expected to be developed during the first three phases of development, and then provide for TDM measures that are appropriate for large corporate office tenants in the remaining phases (such as shuttles). The Santa Clara Director of Planning and Inspection shall have the authority and discretion to permit modification of the measures provided that the modifications continue to achieve the overall trip reduction objective and/or the Santa Clara Director of Planning and Inspection is satisfied that all feasible TDM measures are being implemented if the overall trip reduction objective is not being met. Specific requirements as to the TDM Plan, its contents, target reductions, monitoring and remedial action are as follows:

A. Vehicle Trip Thresholds. Vehicle trip reductions will be measured through counts of vehicles that enter and exit the site and by comparison of the results to established trip thresholds. As part of the annual TOM Plan monitoring process, as described below, vehicle trip generation estimates, based on the land uses and their sizes, will be prepared by a transportation professional funded by the Transportation Management Association described below, and working under the direction of the City, who will use the trip generation rates and internalization and public transit ridership reductions used in the EIR transportation analysis.

The TOM reduction targets will be applied to create the thresholds. The estimates and thresholds will be reviewed and approved by the City's Traffic Engineer.

While no thresholds are established for retail uses because it is difficult to enforce trip reductions for retail customers, this measure requires implementation of TOM BMPs for retail portions of the Project, as described below.

B. Transportation Management Association Some TOM measures and strategies shall be incorporated into the design of the site and the buildings. A Transportation City Place Santa Clara Project
Draft Environmental Impact Report 3
Action
and prior to each
subsequent
OevelopmentArea Plan,
submit a TOM Plan
reviewed by the third
party. Submit an annual
report documenting
compliance with the
TOM Plan.

Implementing
Party
Mitigation, Monitoring, and Reporting Program
Monitoring
Party
Inspection
Timing 1
first building
under each
OAP for TOM
Plan (or
expansion of
TOM Plan)
associated with
development
under the OAP;
obtain approval
prior to
certificate of
occupancy;
undertakes
annual
reporting,
surveys and
revisions to
TOM Plan in
accordance
with mitigation
measure.

June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
Management Association (TMA) is a non-profit, organization that provides transportation services in a particular area, such as a commercial district, medical center or office park, controlled by members that are building owners or tenants in that area. ATMA shall be formed to oversee and coordinate implementation of the TOM measures to be implemented for the Project, including coordinating activities of the various employers and tenants. The TOM Plan shall identify the vehicle trip-reducing measures and strategies to be provided and implemented directly by the Project Developer, those to be implemented directly by the TMA and those to be implemented directly by individual tenants/employers, and any to be implemented directly by the City. The TOM Plan shall describe the roles and responsibilities of the TMA and its members, which shall be codified in a binding agreement with the City of Santa Clara, approved by the Director of Planning and Inspection, and recorded with the County of Santa Clara Clerk Recorder.

C. Office TDM Measures. TOM measures that target office employees shall be described in detail in the TOM Plan, including information regarding the direct implementing party ( e.g., Project Developer, TMA, City, and tenants and employers.), The following TOM measures shall be considered for inclusion in the TOM Plan for some or all portions of the office development, to the extent feasible and appropriate, either as part of an initial TOM Plan or as options for enhanced or remedial measures if trip reduction targets are not being met:
• On-site Support Facilities: shuttle bus stops with shelters, bicycle paths and lanes, pedestrian paths linking buildings and transit stations, priority parking for carpools and vanpools
• In-building Support Facilities: showers and changing rooms, bicycle storage rooms and bicycle racks, and bicycle repair stands, cafes, and fi1ness centers • Private shuttles for both long distance commute and last-mile service from nearby public transit
• Ridesharing options for long distance commuters such as carpool and vanpool matching services
• Guaranteed ride home services for commuters who carpool, take transit, or bicycle to work
• Financial incentives such as pre-tax benefits for transit and bicycle expenses ( e.g., Commuter Check) or subsidized transit passes ( e.g., Commuter Checks, Clipper Cards or VTA EcoPass) for all employees
• Additional support services for employees who use transit or rideshare, such as flexible work hours
• A website and marketing program to disseminate information on commute City Place Santa Clara Project
Draft Environmental Impact Report 4
Action Implementing
Party
Mitigation, Monitoring, and Reporting Program
Monitoring
Party Timing 1
June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
options; access to TMA management services
• A TDM information packet to be provided to all new City Place employees upon commencement of work at City Place and, the benefits of alternative commute methods stressed during new employee orientation programs • Incentives for employees to live in locations well served by transit or shuttles • Bike share pods to enable trips on-site and to nearby destinations to be made by bicycle
• Car share services with cars on-site for use by employees (or others) who use alternative modes to travel to the site but need a car to run an errand, travel to a meeting, etc.
• Multi-passenger demand responsive ride services for local employees that are competitive with drive alone including transportation network/ ridesharing services such as Uber Pool, Lyft Line and Chariot on-demand and crowd-sourced bus services
• Yet-to-be developed new services, programs, strategies and emerging technologies
• Congestion cordon (boundary) pricing scheme2
• Parking management strategies such as paid parking and unbundled parking to restrict the parking supply3
D. Residential TDM Measures. TDM measures that target residents shall be described in the TDM Plan, including information regarding the direct implementing party (e.g., Project Developer, TMA, City, tenants and employers). The following TDM measures shall be considered for inclusion in the TDM Plan for some or all portions of the residential development, to the extent feasible and appropriate, either as part of an initial TDM Plan or as options for enhanced or remedial measures if trip reduction targets are not being met:
• Bicycle infrastructure improvements
• Bicycle parking room or lockers
• Bicycle riders guide
• On-site bicycle repair facilities
Action Implementing
Party
Mitigation, Monitoring, and Reporting Program
Monitoring
Party Timing 1
2 Cordon pricing would entail charging vehicles a fee as they enter an area. The fees would be higher during congested periods. This type of strategy is most effective with limited access points and requires a high quality transit system to accommodate travel by a non-automobile mode. 3 These parking management strategies can be paired with a residential permit parking program (RPPP) to ensure that Project residents seeking parking do not park in nearby neighborhoods.

City Place Santa Clara Project
Draft Environmental Impact Report 5 June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
• Financial subsidies for residents who commute by carpool, transit, walking or bicycle, such as_ VT A Eco Passes
• A website and marketing program to disseminate information on commute options; access to TMA management services
• Rideshare matching services
• On-site shuttle services, shuttle bus stops with shelters, pedestrians path linking buildings and transit stations
• Bus stops located near buildings
• Pedestrian-oriented site design
• Congestion cordon (boundary) pricing scheme
• Parking management strategies such as paid parking and unbundled parking to restrict the parking supply.

E. Retail Site Design BMPs. BMPs that target retail employees and customers shall be described in the TDM Plan, including information regarding the direct implementing party ( e.g., Project Developer, TMA, City, tenants and employers).

The following BMPs shall be considered for inclusion in the TDM Plan for some or all portions of the retail development, to the extent feasible and appropriate:
• Bicycle infrastructure improvements
• Bicycle rider encouragement program
• Bicycle parking, showers and lockers
• Bicycle riders guide
• On-site bicycle repair facilities
• Pre-tax commuter incentives
• Rideshare matching services
• On-site shuttle services, shuttle bus stops with shelters, pedestrians path linking buildings and transit stations
• A website and marketing program to disseminate information on commute options; access to TMA management services
• Bus stop locations near building entrances
• Pedestrian-oriented site design
• Congestion cordon (boundary) pricing scheme
F. Monitoring and Reporting. The TOM Plan shall be monitored annually to gauge its effectiveness in meeting the thresholds; while general guidelines are provided here, the monitoring and reporting process shall be explained in detail in the City Place Santa Clara Project
Draft Environmental Impact Report 6
Action Implementing
Party
Mitigation, Monitoring, and Reporting Program
Monitoring
Party Timing 1
June 2016
ICF 00333.14
aty of Santa Clara
Mitigation and Avoidance Measures
TDM Plan. A transportation professional working at the City's direction and pursuant to a scope of work approved by the City's Traffic Engineer shall conduct traffic counts annually using mechanical counters or other devices approved by the City of Santa Clara to measure the daily and peak-hour entering and exiting vehicle volumes for a 72-hour period, Tuesday through Thursday. The counts shall include traffic counts at all City Place driveways, traffic counts at the driveways to office parking locations, and traffic counts at the driveways to residential parking locations. The counts shall be conducted when schools are in session and during non-holiday weeks with fair weather. The individual driveway volumes will be summed to provide the total site traffic volumes. The volumes at the driveways to the office and residential parking locations will be summed to provide the office- and residential-generated traffic volumes. The volumes will be compared to the trip thresholds to determine whether the reduction in vehicle trips is being met. The TMA will assist with the monitoring activities that will be conducted.

In addition to monitoring driveway volumes, a survey will be developed by the transportation professional and administered in coordination with the TMA and individual office employers to determine actual mode splits for employees. The survey will also gather information on usage of individual TDM Plan components as well as gauge employee perception of the overall TDM Plan After an initial survey is conducted, subsequent surveys shall be conducted in years where the previous year's annual report has concluded that trip thresholds and trip reduction targets are not being met
The results of the annual vehicle counts and survey (if one is conducted that year) will be reported in writing by the transportation professional to the Santa Clara Director of Planning and Inspection. The report will include descriptions of the TDM measures in place, highlighting new or modified measures, summarize the results of the counts, summarize the results of the employee survey (if one is conducted that year), and conclude whether the trip thresholds and trip reduction targets are being met The report (as well as any remedial action taken as a result) will be summarized in an annual informational report to the Planning Commission on the progress of TDM efforts throughout the City of Santa Clara.

G. Remedial Action. IfTDM Plan monitoring results show that the trip reduction targets are not being met, the TDM Plan shall be updated to identify replacement and/or additional feasible TDM measures to be implemented. The updated TDM Plan shall be submitted to the City and approved by the Santa Clara Director of Planning and Inspection. The updated TDM Plan shall also identify other TDM measures that were considered but determined to be infeasible or ineffective.

City Place Santa Clara Project
Draft Environmental Impact Report 7
Action Implementing
Party
Mitigation, Monitoring, and Reporting Program
Monitoring
Party Timing 1
June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
The TMA shall oversee and coordinate the implementation of the feasible additional TDM measures and continue to explore methods of making other potential TDM measures feasible.

TRA-1.2: Intersection Improvements. The intersection improvements and offsetting mitigation measures summarized in Table 3.3-20 shall be implemented, and Project Developer shall pay the fair-share contributions for the mitigation measures summarized in Table 3.3-20. The intent of the table is to identify, based on a preliminary feasibility determination, physically feasible intersection mitigation I measures ( e.g., lane additions) that increase the intersection's vehicle carrying capacity and reduce vehicle delay while fully mitigating the impacts. As described below, feasible mitigation measures that fully mitigate the impacts were identified at some locations. However, at other locations, measures that provide only partial mitigation were identified because of physical constraints. Although these mitigation measures do not fully address the impact, they do help reduce the severity of the impact. For intersections where there are no feasible physical improvements, offsetting mitigation measures were investigated. These measures would provide improvements to other modes of travel, thereby increasing the capacity of the transportation system. At some intersections no feasible improvement or off-setting mitigation measures were identified.

I
The four potential entries are:
• Full Mitigation: At the affected intersection, a physical modification to the intersection that would fully mitigate the impact was identified. This could be accomplished by adding vehicle lanes or upgrading an intersection to an interchange or "fly-over." These improvements would reduce vehicle delays and fully mitigate Project impacts at several intersections by allowing the intersections to operate at acceptable levels, with delays that would be lower than they would be under no-project conditions, or with less than a 4-second increase in critical delay at intersections that operate at unacceptable levels.
• Partial Mitigation: At the affected intersection, a physical modification to the intersection that would partially mitigate the impact was identified. The proposed measure mitigates the impact during one peak hour but not the other or reduces the delay but not enough to mitigate the impact.
• Off-setting Mitigation: In the North San Jose Deficiency Plan area, off-setting local street network, transit, bicycle, or pedestrian improvements were identified to accommodate future travel growth but not directly mitigate the intersection with the identified impact.
• No Feasible Mitigation: No physical improvements or off-setting mitigation City Place Santa Clara Project
Draft Environmental Impact Report 8
Action
Implement intersection
improvements included
in Table 3.3-20 of the
Draft EIR and pay fair
share contribution in
accordance with Exhibit
MMRP-1.

Implementing
Party
Project
Developer ( as
noted in Table

3.3-20 of Draft
EIR)
Mitigation, Monitoring, and Reporting Program
Monitoring
Party
Department of
Public Works
Timing 1
In accordance
with Exhibit
MMRP-1
June 2016
ICF 00333.14
aty of Santa Clara
Mitigation and Avoidance Measures
measures were identified, typically because of physical limitations, costs, and/or right-of-way constraints.

Some of the intersection improvements would require right-of-way (ROW) acquisition. A preliminary review of ROW constraints was done by viewing aerial photography as a part of the mitigation measure feasibility assessment. An intersection was identified as having ROW constraints if the mitigation measure would include widening the roadway or relocating aboveground utilities. (Use of the center median and "pork-chop" islands was not considered as roadway widening.) If the removal of bicycle facilities was required, the ROW required was defined as "possible." If the City makes a final determination that a portion or all of an improvement is not feasible because ROW cannot be acquired or for other reasons, the improvement, or infeasible portion, shall not be implemented and, if none of the improvement is feasible, and no off-setting mitigation measure is identified, that intersection shall be considered to have "no feasible mitigation." The Project Developer's responsibility is included in Table 3-3.20, which indicates if the Project Developer would be wholly or partially responsible for the mitigation measure.
• As seen in the table, "100 percent" indicates that the cost and construction of the proposed mitigation measure is the full responsibility of the Project Developer.

These are discrete mitigation measures that either fully or partially mitigate significant Project impacts.
• "Percent of total traffic" indicates that the Project Developer shall pay a fair-share contribution to the proposed mitigation measure, which is typically a larger transportation improvement, such as an expressway interchange, that has been identified in an adopted plan. Twelve of the intersections are on the County expressway system and are identified in the County's Expressway Plan to be upgraded to an interchange or "fly-over." The Project Developer shall pay its fair share toward these interchange upgrades per agreements between Santa Clara County and the City of Santa Clara.
• "Pay the North San Jose fee or fair-share contribution of alternative or off-setting mitigation" is identified for affected intersections in the North San Jose area. There are two options for these locations. The Project Developer can pay the North San Jose fee or a fair-share contribution for the mitigation measure or off-setting mitigation measure based on the Project's percent contribution ofadded traffic at the intersection.
• Where there is no feasible mitigation measure, no fair share is identified (0 percent).

City Place Santa Clara Project
Draft Environmental Impact Report
Action
9 Implementing
Party
Mitigation, Monitoring, and Reporting Program
Monitoring
Party Timing 1
June 2016
ICF 00333.14
I City of Santa Clara
Mitigation and Avoidance Measures
The City-preferred mitigation measure is identified where there is more than one mitigation option.

TRA-1.3: Prepare and Implement a Multiroodal Improvement Plan. The Project Developer shall fund the preparation of (including CEQA review for) a M ultimodal I
lmprovement Plan (MIP) addressing at least the Congestion Management Program (CMP) intersections within the City of Santa Clara that are fore casted to operate at Level of Service F with the Project, either on a project level or cumulative basis. City shall reimburse the Project Developer for any cost of preparation of the MIP that exceeds the Project Developer's fair share of such cost. Such MIP shall be prepared in accordance with the guidelines and regulations of the Valley Transportation Authority (VTA) and shall be adopted by the City Council for submission to the VTA for consideration and approval no later than one year after approval of the Project.

Once the MIP is adopted by the VT A, it shall be implemented in accordance with its terms and commensurate with the phasing of the development that its measures are intended to offset.

TRA-2.1: Traffic Signal Installation. Install a traffic signal at Intersection 109, Liberty Street/Taylor Street once the traffic volumes meet the warrant requirements.

The intersection ofLiberty Street/Taylor Street is located in San Jose; the installation of a traffic signal would need to be approved by the City of San Jose.

TRA-2.2: Traffic Signal Installation. Install a traffic signal at Intersection 114, Calle Del Sol/Calle De Luna, once the traffic volumes meet the warrant requirements.

I City Place Santa Clara Project
Draft Environmental Impact Report 10
Action
Provide requisite
funding for City
preparation of the MIP
as City Costs under
Development
Agreement. City to
prepare and approve
MIP for submission to
VT A, and implement MIP
once it is approved.

Project Developer shall
provide funding for
traffic signal installation
at Liberty Street/Taylor
Street in the City of San
Jose and submit
evidence of compliance
to City.

Project Developer to
install a traffic signal at
Intersection 114, Calle
Del Sol/Calle De Luna.

Implementing
Party
Project
Developer/ City
Project
Developer
Project
Developer
Mitigation, Monitoring, and Reporting Program
Monitoring
Party
Department of
Public Works
and Division
of Planning
and Inspection
Department of
Public Works
Department of
Public Works
Timing 1
City to submit
approved MIP
to VT A within 1
year of project
approval, and
implement MIP
according with
its terms.

Prior to
issuance of
building
permits for the
building that
triggers
improvement
in accordance
with Exhibit
MMRP-1.

Prior to
issuance of
certificate of
occupancy for
the building
that triggers
improvement
in accordance
with Exhibit
MMRP-1.

June 201 5
!CF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
TRA-3.1: Freeway Segment Improvements. The Project Developer will make a voluntary contribution toward the VTP's 2040 Express Lane Projects (VTP 2040 project numbers HZ, H3, H4, HS, H6, H7, and H1S) and Countywide Freeway Traffic Operation System and Ramp Metering Improvements (VTP 2040 project number S83).

These VTP 2040 projects (HZ, H3, H4, HS, H6, H7, HlS, and S83), once fully funded and constructed, will enhance travel choices for Project travelers and make more efficient use of the transportation network
TRA-la.1: Intersection Improvements for Existing with Project Phases 1, 2, and 3. The intersection improvements and off-setting mitigation measures summarized in Table 3.3-26 shall be implemented, and Project Developer shall pay the fair-share contributions for the mitigation measures summarized in Table 3.3-26. (This table also includes impacts and mitigation measures for the full Project for comparison purposes.) These improvements will reduce vehicle delays and fully mitigate Project impacts at several intersections by allowing the intersections to operate at acceptable levels, with delays that would be lower than they would be under no-project conditions, or with less than a 4-second increase in critical delay at intersections that operate at unacceptable levels. Table 3.3-26 also contains physical improvements for select intersections that will reduce the delay, but not to a level that mitigates the impact.

Some of the intersection improvements would require ROW acquisition. A preliminary review of ROW constraints was done by viewing aerial photography as a part of the mitigation measure feasibility assessment An intersection was identified as having ROW constraints if the mitigation measure would include widening the roadway or relocating aboveground utilities. (Use of the center median and "porkchop" islands was not considered as roadway widening.) If the removal of bicycle facilities was required, the ROW required was defined as "possible." If the City makes a final determination that a portion or all of an improvement is not feasible because ROW cannot be acquired or for other reasons, the improvement, or infeasible portion, shall not be implemented and, if none of the improvement is feasible, and no offsetting mitigation measure is identified, that intersection shall be considered to have "no feasible mitigation."
TRA-5.1: Transportation Design Review. The site plans for Parcels 1 and 2 will undergo a design review by the City to ensure that City design standards are adhered to prior t.o construction. This review shall include an on-site intersection analysis prior to development plan approval. The on-site analysis shall include an ir:itersection operations analysis to develop intersection traffic controls and lane geometries that City Place Santa Clara Project
Draft Environmental Impact Report 11
Action
Project Developer shall
pay per trip fee to the
City in accordance with
Exhibit MMRP-1.

See TRA-1.2
Project Developer to
prepare site plans for
Parcels 1 and 2 to be
submitted to the City to
ensure that City street
Implementing
Party
Project
Developer
Project
Developer
Project
Developer
Mitigation, Monitoring, and Reporting Program
Monitoring Timing 1
Party
Department of Priorto
Public Works issuance of
certificate of
occupancy for a
new or
expanded
structure.

Department of In accordance
Public Works with Exhibit
MMRP-1
Department of Concurrent
Public Works with
Development
Area Plan
submittal for
June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
meet City of Santa Clara traffic standards. These parcels shall also be reviewed for:
• Inbound queuing at parking facilities to ensure that queues do not block public streets and local streets
• Emergency vehicle access and circulation
• Vehicular circulation
• Parking layout and circulation within the site
• Bicycle access and circulation
• Pedestrian access and circulation
• Pedestrian access to and from transit stops
• Truck circulation and loading dock access for commercial parcels TRA-6.1: Intersection Improvements With Access Variant Scheme. The intersection improvements summarized in Table 3.3-35 shall be implemented. These improvements will reduce vehicle delays and fully mitigate Project impacts at several intersections by alJowing them to operate at acceptable levels, with delays that would be lower than they would be under no-project conditions, or with less than a 4-second increase in critical delay for intersections that operate at unacceptable levels.

Table 3.3-35 also contains physical improvements for select intersections that will reduce the delay, but not to a level that fully mitigates the impact.

I
Some of the intersection improvements would require ROW acquisition. A preliminary review of ROW constraints was done by viewing aerial photography as a part of the mitigation measure feasibility assessment. An intersection was identified as having ROW constraints if the mitigation measure would include widening the roadway or relocating aboveground utilities. (Use of the center median and "porkchop" islands was not considered as roadway widening.) If the removal of bicycle facilities was required, the ROW required was defined as "possible." If the City makes a final determination that a portion or all of an improvement is not feasible because ROW cannot be acquired or for other reasons, the improvement, or infeasible portion, shall not be implemented and, if none of the improvement is feasible, that intersection shall be considered to have "no feasible mitigation."
TRA-6.2: Intersection Improvements for Phases 1, 2 and 3. The intersection improvements summarized in Table 3.3-36 shall be implemented. These improvements will reduce vehicle delays and fully mitigate Project impacts at several intersections by allowing the intersections to operate at acceptable levels, with delays that would be lower than they would be under no-project conditions, or with less than a 4-second increase in critical delay for intersections that operate at City Place Santa Clara Project
Draft Environmental Impact Report 12
Action
design and traffic
standards are
accommodated in each
Development Area Plan.

Implement intersection
improvements
summarized in Table

3.3-35 of the Draft EIR
and pay fair share
contribution in
accordance with Exhibit
MMRP-1.
lmplemen t the
intersection
improvements for
Phases 1, 2, and 3, as
summarized in Table

3.3-3 6 of the Draft EIR
Implementing
Party
Project
Developer
Project
Developer
Mitigation, Monitoring, and Reporting Program
Monitoring
Party
Department of
Public Works
Department of
Public Works
Timing 1
each phase to
the extent that
data is
available and
with
Architectural
Review to the
extent minor
details are not
knownat DAP
In accordance
with Exhibit
MMRP-1
In accordance
with Exhibit
MMRP-1
June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
unacceptable levels.

Table 3.3-36 also contains physical improvements for select intersections that will reduce the delay, but not to a level that mitigates the impact Some of the intersection improvements would require ROW acquisition. A preliminary review of ROW constraints was done by viewing aerial photography as a part of the mitigation measure feasibility assessment. An intersection was identified as having ROW constraints if the mitigation measure would include widening the roadway or relocating aboveground utilities. (Use of the center median and "porkchop" islands was not considered as roadway widening.) If the removal of bicycle facilities was required, the ROW required was defined as "possible." If the City makes a final determination that a portion or all of an improvement is not feasible because ROW cannot be acquired or for other reasons, the improvement, or infeasible portion, shall not be implemented and, if none of the improvement is feasible, that intersection shall be considered to have "no feasible mitigation."
TRA-7 .1: Sidewalk Gap Closure on Tasman Drive on the Lafayette Street overcrossing extending east to Calle Del Sol. The Project Developer shall construct a sidewalk on the north side of Tasman Drive on the Lafayette Street overcrossing and extending east to Calle Del Sol. The Project Developer shall fully fund the construction of this sidewalk segment between the Project frontage on Tasman Drive and Calle Del Sol.

TRA-14.1: Signalized Intersection Improvements. The intersection improvements and off-setting mitigation measures summarized in Table 3.3-20 shall be implemented and Project Developer shall pay the fair-share contributions for the mitigation measures summarized in Table 3.3-20, The Project Developer shall also pay the fair-share contribution for the additional intersections or off-setting mitigation measure identified in Table 3.3-50. The improvements will reduce vehicle delays and fully mitigate cumulative impacts at several intersections by allowing the intersections to operate at acceptable levels, with delays that would be less than they would be under no-project conditions, or with less than a 4-second increase in critical delay for intersections that operate at unacceptable levels.

Table 3.3-S0 also contains physical improvements for select intersections that will reduce the delay, but not to less than no-project conditions such that the Project's effects would remain cumulatively considerable.

Some of the intersection improvements would require ROW acquisition. A preliminary review of ROW constraints was done by viewing aerial photography as a part of the mitigation measure feasibility assessment An intersection was identified City Place Santa Clara Project
Draft Environmental Impact Report 13
Action
and pay fair share
contribution in
accordance with Exhibit
MMRP-1.

Project Developer to
construct a sidewalk on
the north side of Tasman
Drive on the Lafayette
Street overcrossing,
extending east to Calle
Del Sol.

Project Developer to
implement intersection
improvements
mitigation measures
summarized in Table

3.3-20 of the Draft EIR
and pay the fair-share
contributions for the
mitigation measures in
accordance with Exhibit
MMRP-1.

Implementing
Party
Project
Developer
Project
Developer
Mitigation, Monitoring, and Reporting Program
Monitoring
Party
Department of
Public Works
Department of
Public Works
Timing 1
Prior to the
issuance of
certificate of
occupancy for
first building
within Phase 1
[n accordance
with Exhibit
MMRP-1
June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
as having ROW constraints if the mitigation measure would include widening the roadway or relocating aboveground utilities. (Use of the center median and "porkchop" islands was not considered as roadway widening.) If the removal of bicycle facilities was required, the ROW required was defined as "possible." If the City makes a final determination that a portion or all of an improvement or mitigation is not feasible because ROW cannot be acquired or for other reasons, the improvement, or infeasible portion, shall not be implemented and, if none of the improvement is feasible, that intersection shall be considered to have "no feasible mitigation." TRA-16.1: Intersection Improvements for Cumulative with-Project Access Variants. The intersection improvements summarized in Table 3.3-54 shall be implemented. Some of the intersection improvements would require ROW acquisition. A preliminary review of ROW constraints was done by viewing aerial photography as a part of the mitigation measure feasibility assessment. An intersection was identified as having ROW constraints if the mitigation measure would include widening the roadway or relocating aboveground utilities. (Use of the center median and "pork-chop" islands was not considered as roadway widening.) If the removal of bicycle facilities was required, the ROW required was defined as "possible." If the City makes a final determination that a portion or all of an improvement or mitigation is not feasible because ROW cannot be acquired or for other reasons, the improvement, or infeasible portion, shall not be implemented and, if none of the improvement is feasible, that intersection shall be considered to have "no feasible mitigation."
TRA-18.1: Construction Management. Prior to the issuance of each building permit, the Project Developer and construction contractor shall meet with the Public Works Department to determine traffic management strategies to reduce, to the maximum extent feasible, traffic congestion during construction of the Project and develop acceptable detour routes for emergency vehicles and for shuttles to the Great America ACE/Capitol Corridor station. The City will coordinate with appropriate transit agencies. The Project Developer shall prepare a Construction Management Plan for I
review and approval by the Public Works Department, which shall share the plan with interested the Capitol Corridor Joint Power Authority, the VfA, and ACE for review and comment. The plan, which shall be implemented during construction, shall include at least the following items and requirements:
• A set of comprehensive traffic control measures, including detour signs if required, lane closure procedures, sidewalk closure procedures, signs, cones for drivers, and designated construction access routes.

I• Notification procedures for adjacent property owners, the public, transit operators, City Place Santa Clara Project
Draft Environmental Impact Report 14
Action
Project Developer to
implement the
intersection
improvements
summarized in Table

3.3-54 of the Draft EIR
and pay the fair-share
contributions for the
mitigation measures in
accordance with Exhibit
MMRP-1.

Project Developer to
prepare and submit a
Construction
Management Plan for the
purpose of managing
traffic and reducing
traffic congestion during
construction. City to
review and approve
Plan.

Implementing
Party
Project
Developer
Project
Developer/
Project
Contractor
Mitigation, Monitoring, and Reporting Program
Monitoring
Party
Department of
Public Works
Department of
Public Works
Timing 1
In accordance
with Exhibit
MMRP-1
Prior to
issuance of
each building
permit
June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
and public safety personnel regarding when detours and lane closures will occur. • Location of construction staging areas for materials, equipment, and vehicles (must be located on the Project site).
• Identification of haul routes for movement of construction vehicles that would minimize impacts on vehicular, pedestrian, and transit vehicle traffic, circulation and safety; and provision for monitoring surface streets used for haul routes so that any damage and debris attributable to the haul trucks can be identified and corrected. Construction vehicles shall be required to use designated truck/ haul routes.
• Provisions for removal of trash generated by Project construction activity. • A process for responding to and tracking complaints pertaining to construction activity.
• Construction vehicles and construction workers shall not be allowed to park in adjacent residential neighborhoods. Construction vehicles wilJ be required to park either in the construction zone or in the temporary parking Jots.

TRA-19.1: Modified City's Traffic Management and Operations Plan (TMOP) and Prepare a Project-Specific Traffic and Parking Management Plan. Modify the City's TMOP to include plans to direct stadium traffic to the new parking locations on the site. (Some of the office parking areas will be used during special events.) A separate traffic and parking management plan shall be developed for the Project by the Project Developer and approved by the Director of Planning and Inspection and/ or the Director of Public works. This plan would address:
• Parking areas to be used by office employees (versus stadium parking); • Project customer/employee parking (versus stadium parking); • Access and egress routes for vehicles to the site, taking into consideration the Jane and roadway segment closures used to direct stadium traffic; • A communications plan to inform customers and employees of game-day operations; and
• Operational improvements such as signal timing and coordination to maximize efficiency of the streets during peak periods.

Performance goals that reflect a successful traffic and parking management plan would be contained in the plan and may include items such as:
• Maintaining vehicular access to the Project with acceptable increases in travel times compared to non-game day conditions;
• Limited vehicle queuing within the Project site such that no internal circulation roadways are blocked; and
City Place Santa Clara Project
Draft Environmental Impact Report 15
Action
Project Developer to
modify the City's TMOP
to include plans to direct
stadium traffic to the
new parking locations
on the site, and a site
traffic and parking
management plan for
review and approval by
City.

Implementing
Party
Project
Developer
Mitigation, Monitoring, a nd Reporting Program
Monitoring
Party
Director of
Planning and
Inspection
and/or
Director of
Public Works
Timing 1
Prior to the
issuance of first
certificate of
occupancy
within each
OAP area
June 2016
ICF 00333.14
I City of Santa Clara
Mitigation and Avoidance Measures
• Limited vehicle queuing extending from parking facilities within the Project onto I
external public roadways.

Even with mitigation, the local streets near the Project site would operate at an unacceptable LOS due to vehicle demand exceeding capacity. Widening roadways or intersections to increase capacity was considered as mitigation but rejected due to I
utility and secondary impacts. Street widening would provide capacity that would be needed only on game days and not at other times. The City of Santa Clara General Plan has policies to discourage the widening of existing roadways without first considering ' operational improvements such as the items included in the existing TMOP and items I that will be included in the TDM Plan.

AQ-2.1: Utilize Clean Diesel-Powered Equipment during Construction to Control Construction-Related Reactive Organic Gas (ROG) and Oxides of Nitrogen (NOx) Emissions. The Project Developer shall ensure that all off-road diesel-powered equipment used during construction between 2017 and 2022 is equipped with the U.S. Environmental Protection Agency (EPA) Tier 3 or cleaner engines, except for specialized construction equipment for which an EPA Tier 3 engine is not available.

Consistent with advancements of the statewide fleet average, the Project Developer shall ensure that all off-road diesel-powered equipment used during construction between 2023 and 2030 is equipped with EPA Tier 4 engines, except for specialized construction equipment for which an EPA Tier 4 engine is not available. This I
requirement will ensure construction equipment remains cleaner than the fleet-wide average.4 ·
AQ-2.2: Use Modern Fleet for On-Road Material Delivery and Haul Trucks during Construction. The Project Developer shall ensure that all on-road heavy-duty diesel trucks with a gross vehicle weight rating of 19,500 pounds or greater used at Action
Project Developer to
provide to City
applicable provisions of
construction contracts
requiring that all offroad diesel-powered
equipment used for
construction between
2017 and 2022 is
equipped with the U.S.

EPA Tier 3 or cleaner
engines and that all offroad diesel-powered
equipment used for
construction between
2023 and 2030 is
equipped with EPA Tier
4 engines.

Project Developer to
provide to City
applicable provisions of
Implementing
Party
Project
Developer/
Project
Contractor
Project
Developer/
Project
Mitigation, Monitoring, and Reporting Program
Monitoring
Party
City Planning
& Inspection
Division
City Planning
& Inspection
Division
Timing 1
Prior to grading
or building
permit issuance
Prior to grading
or building
permit issuance
4 As explained in MM AQ-6.1, below, as necessary to reduce cancer risk to on-site sensitive receptors related to construction diesel particulate matter emissions to a level below the BAAQMD, the Project Developer may need to use Tier 4 equipment after occupancy of on-site residences or daycare centers, or may use other appropriate measures (see AQ-6.1). If Tier 4 equipment is used earlier than 2023, this may reduce the amount of mitigation required in MM AQ-2.4. · City Place Santa Clara Project
Draft Environmental Impact Report 16 June 2016
ICF 00333.14
City of Sant a Clara
Mitigation and Avoidance Measures
the Project site comply with EPA 2007 on-road emissions standards for PMlO and NOx (0.01 grams per brake horsepower-hour [g/bhp-hr) and 0.20 g/bhp-hr, respectively).

AQ-2.3: Implement Bay Area Air Quality Management District (BAAQMD) Additional Construction Mitigation Measures to Reduce Construction-Related Dust and Exhaust Emissions. The Project Developer shall require all construction contractors to implement the specific construction mitigation measures below to reduce fugitive dust and equipment exhaust emissions. Emission reduction measures shall include, ;it a minimum, the following measures. Alternative measures may be identified by the Project Developer or its contractor, as appropriate, provided that they are as effective as the measures below. Alternative measures shall be submitted to the City of Santa Clara for approval.
• All exposed surfaces shall be watered at a frequency adequate to maintain minimum soil moisture of 12 percent Moisture content can be verified by lab samples or moisture probe. If water infiltration into landfill refuse layers is a concern, non-toxic soil stabilizers may be used instead. • All excavation, grading, and/or demolition activities shall be suspended when average wind speeds exceed 20 miles per hour (mph) for a period of2 hours or more.
• Windbreaks (e.g., fences) shall be installed on the windward side(s) ofactively disturbed areas of construction. Windbreaks shall have at maximum 50 percent air porosity.
• Exposed ground areas that are to be reworked more than 1 month after initial grading should be sown with fast-germinating native grass seed and watered appropriately until vegetation is established. If grass seeding is not feasible, then non-toxic soil stabilizers may be used.
• All construction trucks and equipment, including tires, involved in ground disturbance or transit through loose soil areas shall be washed off prior to leaving the site.
• Site accesses to a distance of 25 feet from the paved road shall be treated with a 6- to 12-inch compacted layer of wood chips, mulch, or gravel. Alternatively, a rumble plate may be used in place of chips, mulch, or gravel.

City Place Santa Clara Project
Draft Environmental Impact Report 17
Action Implementing
Party
construction contracts Contractor
requiring the use of
modern fleet for on-road
material delivery and
that haul trucks comply
with EPA 2007 on-road
emissions standards for
PMlO and NOX.

Project Developer to
provide to City
applicable provisions of
construction contracts
requiring the use of
BAAQMD additional
construction mitigation
measures to reduce
construction-related
dust and exhaust
emissions.

Project
Developer/
Project
Contractor
Mitigation, Monitoring, and Reporting Program
Monitoring
Party
City Planning
& Inspection
Division
Timing 1
Prior to grading
and building
permit issuance
June 2016
ICF 00333 .14
City of Santa dara
Mitigation and Avoidance Measures
• Sandbags or other erosion control measures shall be installed to prevent silt runoff to public roadways from sites with a slope greater than 1 percent • Idling time of diesel powered construction equipment shall be limited to 2 minutes. • All construction equipment, diesel trucks, and generators shall be equipped with Best Available Control Technology for emission reductions of PM and NOX. • • All contractors shall use equipment that meets the California Air Resources Board's (ARB's) most recent certification standard for off-road heavy-duty diesel engines.

AQ-2.4 : Offset NOx Emissions Generated during Construction that Are above BAAQMD NOX Average Daily Emission Threshold. The Project Developer shall track construction activity, estimate emissions, and enter into a construction mitigation contract with BMQMD to offset NOx emissions that exceed BMQMD NOX average daily threshold of 54 pounds per day.

The average daily emissions shall be calculated on an annual basis by determining total construction-related NOx emissions in each calendar year and dividing by the number of actual workdays in that calendar year. BMQMD will use the mitigation fees provided by the Project Developer to implement emissions reduction efforts that offset Project NOx emissions that exceed BMQMD threshold.

Implementation of this mitigation measure shall apply only to Phase 1 through Phase 4 construction on Parcels 4 and 5 because only construction on Parcels 4 and 5 has the potential to exceed the BMQMD average daily NOx threshold on an annual basis, depending on construction sequencing and overlapping activity.

This mitigation includes the following specific requirements:
• The Project Developer shall require construction contractors to provide annual construction activity monitoring data for Phases 1 through 4 to estimate actual construction emissions, including the effect of equipment emissions reduction measures. The Project Developer shall submit the annual construction activity monitoring data and an estimate of actual annual construction emissions to the City and BMQMD for review by February 1 of each year for the prior construction year.

The City shall examine the construction activity monitoring to ensure it is representative, and BMQMD shall examine the emissions estimate to ensure it is calculated properly.
• After acceptance of the emissions estimates by BMQMD for the prior year, the Project Developer shall submit mitigation fees to BMQMD to fund offsets for the portion of annual emissions that exceed the average daily NOX threshold. The mitigation fees shall be based on the mitigation contract with BMQMD (see discussion below) but shall not exceed the emissions-reduction project costeffectiveness limit set for the Carl Moyer Memorial Air Quality Standards City Place Santa dara Project
Draft Enviro nmental Impact Report 18
Action
City construction
mitigation contracts
with BMQMD. Project
Developer to provide to
City annual construction
activity monitoring data
for City verification that
the data is
representative.

Implementing
Party
Project
Developer/
Project
Contractor
Mitigation, Monitoring, and Reporting Program
Monitoring
Party
City Planning
& Inspection
Division
Timing 1
Approval of
agreement
prior to grading
and building
permit
issuance,
annual
submittal of
evidence
documenting
compliance and
of construction
activity
monitoring
data during
construction of
Phases 1
through 4on
Parcels 4 and
5 ..

June 2016
ICF 00333.14
City of Santa Oara
Mitigation and Avoidance Measures
Attainment Program (Carl Moyer Program) for the year in which mitigation fees are paid. The current Carl Moyer Program cost-effectiveness limit is $18,030 per weighted ton of criteria pollutants (NOX + ROG + [20*PM]). An administrative fee of 5 percent shall be paid by the Project Developer to BAAQMD to implement the program.
• The mitigation fees shall be used by BAAQMD to fund projects that are eligible for funding under the Carl Moyer Program guidelines or other BAAQMD emissionsreduction incentive programs that meet the Carl Moyer Program cost-effectiveness threshold and are real, surplus, quantifiable, and enforceable. • The Project Developer shall enter into a mitigation contract with BAAQMD for the emissions-reduction incentive program. The mitigation contract shall include the following:
o Identificatio n of appropriate off-site mitigation fees required for the Project. o Timing for submission of mitigation fees.
o Processing of mitigation fees paid by the Project Developer. o Verification of emissions estimates submitted by the Project Developer. o Verification that off-site fees are applied to appropriate mitigation programs within the SFBAAB.

The mitigation fees shall be submitted within 4 weeks after BAAQMD accepts an emissions estimate provided by the Project Developer showing that the average daily NOX threshold was exceeded (when measured on an annual basis).

AQ-6.1: Assess Construction Diesel Particulate Matter (DPM) Emissions Potential Prior to Construction, Utilize Clean Diesel-Powered Equipment, Filtration Systems, and/ or other Measures as Necessary to Reduce Cancer Risks Associated with DPM during Construction. The Project Developer shall implement the following measures, as necessary, to reduce cancer risks associated with DPM during construction to a level less than BAAQMD incremental cancer risk threshold of 10 in 1 million:
• Revised Health Risk Assessment (HRA): The Project Developer may choose to assess the potential construction DPM emissions later in the design phase, but prior to construction, and to prepare a revised HRA using updated construction equipment activity data and submit to the City for review. If the revised HRA demonstrates, to the satisfaction of the City, that the cancer risk for construction of the entire Project at all potentially exposed on-site and off-site sensitive receptors will be less than BAAQMD threshold cited, then no additional mitigation is necessary. lfthe revised HRA demonstrates, to the satisfaction of the City, that the cancer risk for construction of the entire Project at some of the on-site or off-site City Place Santa Clara Proje ct
Draft Environmenta l Impact Report 19
Action
Project Developer to
provide revised HRA
( optional) or provide
updated modeling and
applicable provisions of
construction contracts
and/or building plans
including measures to
reduce cancer risks. City
to review and approve
revised HRA ( optional to
project Developer) or
approve applicable
provisions of
construction contracts
and building plans ifno
Implementing
Party
Project
Developer/
Project
Contractor
Mitigation, Monitoring, and Reporting Program
Monitoring
Party
City Planning
& Inspection
Division
Timing 1
Prior to
construction
that is planned
to occur after
the first
occupancy of
on-site
residences or
daycare centers
and/ or prior to
residential or
day care
building permit
issuance if
Project
Developer
June 2016
ICf 00333 .14
City of Santa Clara
Mitigation and Avoidance Measures
sensitive receptors will be less than presented in the EIR but still over the BAAQMD threshold, then some of the mitigation below may not be necessary. • As necessary to reduce cancer risks below the BAAQMD threshold in light of projected DPM emissions and exposure and other mitigation (MM AQ-2.1 through MM AQ-2.3 and MM GHG-1.1), one or more of the following measures shall be implemented and the Project Developer will provide updated modeling to the City demonstrating that all on-site risks are reduced to below the BAAQMD threshold level:
o Tier 4 Construction Equipment If on-site and residences and daycare centers are occupied, the Project Developer shall ensure that all off-road diesel-powered equipment used during construction after occupancy of on-site residences or onsite daycare centers is equipped with EPA Tier 4 or cleaner engines, except for specialized construction equipment for which an EPA Tier 4 engine is not available. This requirement would be in addition to the clean diesel requirements in Mitigation Measure AQ-2.1.
o Install Filtration Systems on Ventilation and Recirculation Systems. Filtration systems shall be installed on ventilation and recirculation systems within on-site residences and for the heating, cooling, or ventilation systems senring daycare centers. All filters must be rated MERV-13 or higher. The Project Developer shall submit a plan for installation and maintenance of all filters in accordance with the manufacturer's recommendations to the City prior to approval of the first building permits.
o If on-site and residences and daycare centers are occupied, the Project Developer shall employ other reduction measures, such as High Performance Renewable (HPR) Diesel Fuel, that would reduce DPM. Proposals for alternative reduction measures shall be submitted to the City for review and approval, including evidence of the particulate reduction and/ or risk reduction effectiveness of the proposed alternative measures.

GHG-1.1: Utilize Alternative Fuels during Construction. Require construction contractors to use alternative fuels in at least 3 0 percent of the construction equipment that uses diesel fuel. Alternative fuels may include electricity, compressed natural gas (CNG), biodiesel (B-20), or renewable diesel, such as diesel highperformance renewable (HPR).

City Place Santa Clara Project
Draft Environmental Impact Report 20
Action
HRA is prepared or if
revised HRA shows that
cancer risks would not
be below regulatory
thresholds.

Developer to provide to
City applicable
provisions of
construction contracts
requiring adequate use
of alternative fuels.

Implementing
Party
Project
Developer/
Project
Contractor
Mitigation, Monitoring, and Reporting Program
Monitoring
Party
City Planning
& Inspection
Division
Timing 1
desires to
incorporate
measures into
structure
Prior to grading
and building
permits.

June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
GHG-1.2: Operational GHG Emissions Reduction Measures. The Project Developer shall implement the operational GHG emissions reduction strategies described below:

1. Energy Efficiency: The Project's energy efficiency shall be 15 percent better than the base case energy model developed pursuant to the 2013 Title 24 requirements or shall meet the Title 24 requirements that are applicable at the time of issuance of the building permits for individual phases, whichever is more stringent (Climate Action Plan [CAP] Measure 2.1).5

2. On-site Solar Energy: The Project already includes on-site photovoltaics (PV) solar to meet 10 percent of electricity demand. The Project shall obtain renewable energy electricity corresponding to 50 percent6 of on-site electricity demand by 2030 through a combination of on-site solar, purchase of renewable energy or other measures (CAP Measure 2.4). This requirement may be phased in as follows: 2020 -15%; 2025 - 29%; 2030 - 50%. If the Project Developer can demonstrate, to the City's satisfaction, that through Project design, adopted State or federal regulations, or other assured actions that the Project's emissions overall will meet the 2030 metric identified in this document without the implementation of this particular measure of its full implementation, then this measure (or its full implementation) maybe waived by the City.

3. Food Waste: All retail restaurants shall be required to participate 100 percent in any extant City food waste and composting programs and any that may be developed in the future (CAP Measure 4.1).

4. Electrical Landscaping Equipment: The Project shall include installation of electrical outlets near all maintained landscaping areas to allow for the use of electrical landscaping equipment (CAP Measure 5.1). In the landscaped City Center, only electrical landscape equipment shall be used. Use of electrical landscaping equipment shall not be required for the extensive natural landscaping contemplated at the edges of the City Center and at Parcels 1, 2, and

3. 5. Electrical Vehicle Charging/Preferential Parking (CAP Measure 6.3). The Project shall provide preferential parking in all parking lots for electric vehicles and shall also provide charging equipment, as follows:

Action
#1, 4, 5, 6, 7, 11, 12:

Building and landscape
plans.
#2: Annual reporting
unless Project Developer
demonstrates at building
permit issuance that
goal will be met.
#10, 13: Ground leases
to require
implementation of
measures and
incorporation of
operational measures
into subleases.

Implementing
Party
Project
Developer
M itigation, Monitoring, and Reporting Program
Monitoring
Party
City Planning
& Inspection
Division
Timing 1
#1, 4, 5 6, 7, 11,
12: Prior to
building permit
issuance
#2: Prior to
building permit
issuance unless
the developer
wishes to
demonstrate
that emissions
will meet the
2030 metric.
#3, 8, 9, 10:

Prior to
execution of
ground leases;
provisions
must be
included in
each applicable
ground lease.
5 The CEC intends for residential buildings in 2020 and later to be zero net energy (ZNE) and commercial buildings in 2030 or later to be ZNE, but because pending regulations are not yet adopted, this cannot be assumed in this analysis. 6 CAP measure 1.1 requires the City's utility (SVP) to replace coal power within its portfolio with natural gas by 2020 and includes a stretch goal to replace the coal power with a combination of 50% natural gas and 50% renewable energy by 2035. Thus the CAP stretch goal is to increase renewable energy within its portfolio from 2020 to 2035. The 29 percent value for the mitigation above was calculated as the difference between the CAP Measure 1.1 reduction amount for the stretch goal for 2035 (71 %) and the CAP Measure 1.1 reduction amount for 20 20 ( 42%). As discussed in text, the Project has less than significant impact in comparison to the BAAQMD service population efficiency threshold based on the AB 32 target for 2020. Since the EIR finds that the project's emissions are significant for the period after 2020, the use of the difference in the CAP Measure 1.1 between 2020 and 2035 is appropriate to the impact identified for the Project City Place Sant a Clara Project
Draft Environmental Impact Report 21 June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
a. Residential Use: A total of 10 percent of the required parking spaces shall be provided with a listed cabinet, box, or enclosure and connected to a conduit that links the parking spaces to the electrical service in a manner approved by the building and safety official. Of the listed cabinets, boxes, or enclosures provided, 50 percent shall have the necessary electric vehicle supply equipment installed to provide active charging stations that are ready for use by residents. The remainder shall be installed at such time as they are needed for use by residents. Electrical vehicle batteries and charging technology may change substantially over the next 15 years. As such, the City shall have the discretion to modify the specific requirements for this measure over time, provided that 10 percent of the spaces have electrical service and 5 percent have active charging, depending on what the technology at the time requires.
b. Commercial Use: New commercial uses shall provide the electrical service capacity necessary as well as all conduits and related equipment necessary to serve 2 percent of the parking spaces with charging stations in a manner approved by the City's Building Official. Of these parking spaces, 50 percent shall initially be provided with the equipment necessary to function as online charging stations upon completion of the Project. The remainder shall be installed at such time as they are needed for use by customers, employees, or other users. Electrical vehicle batteries and charging technology may change substantially over the next 1S years. As such, the City shall have the discretion to modify the specific requirements for this measure over time, provided that two percent of the spaces have electrical service and one percent have active charging, depending on what the technology at the time requires.

6. Shade Trees: \'Vhere surface parking lots are not covered by PV solar, shade trees shall be planted to reduce urban heat island effects on adjacent buildings (CAP Measure 7.1).

7. Urban Cooling: Any uncovered parking lots or spaces shall use light-colored pavement (CAP Measure 7.2).

8. Leases for businesses that base a diesel truck fleet within the Project site: Ensure those fleets meet the highest CARE engine-tier standard in place at the time of issuance of the building permits for the building that such businesses occupy, or the execution of a lease, whichever comes first.

9. Electrical hook-ups at loading docks for businesses that will receive deliveries from refrigerated diesel trucks: Stipulate in the lease agreement for such businesses a requirement to use the hook-ups if the trucks will be idling for more than two minutes.

City Place Santa Clara Project
Draft Environmental Impact Report 22
Action Implementing
Party
Mitigation, Monito ring, and Reporting Program
Monitoring
Party Timing 1
June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures

10. Leases for business receiving deliveries: Prohibit all diesel-powered trucks from idling for more than 2 minutes.

11. Solar hot water heating systems: Incorporate for appropriate applications, including any swimming pools and buildings with swimming pools.

12. Electric heat pumps, or other energy-efficiency techniques, including radiant systems: Include for space heating and cooling, under appropriate circumstances.

NOl-1.1: Prepare and Implement a Construction Noise Control Plan to Reduce Construction Noise at Adjacent Land Uses. The Project Developer shall develop a noise control plan that requires that the Project construction activities comply with the City Code noise limits. The requirements and limitations specified in the plan shall be determined by phase and/or parcel and/or subsections of a parcel or phase. The construction noise control plan shall require the following:
• The Project Developer shall appoint a Project noise coordinator who will serve as the point of contact for noise-related complaints during Project construction. The Project noise coordinator shall transmit all construction noise-related complaints to the construction contractor, and the construction contractor shall enhance or refine the noise best management practices discussed herein to address the received noise complaints to the extent feasible. The contact information for the Project noise coordinator shall be sent to residents in the greater vicinity of the Project site that could be affected by Project noise and municipalities affected by Project construction noise.
• Construction activities that have the potential to generate noise that is detectable at adjacent residential land uses or within 300 feet of a residentially zoned property shall occur only during the times listed below. Activities that would result in no detectable noise at adjacent land uses, such as interior painting, would not be limited by the hours below.
o Between 7:00 a.m. and 6:00 p.m. Monday through Friday. o Between 9:00 a.m. and 6:00 p.m. on Saturdays.
o No duration in time on holidays or Sundays.
• Construction contractors shall specify noise-reducing construction practices that will be employed to reduce construction noise for construction activities that would occur outside of the prohibited hours specified in the City Code and that would have the potential to exceed the receiving zone noise limits specified in the City Code. The measures determined by the Project Developer shall be reviewed and approved by the City prior to the issuance of building permits. Measures that can be used to limit noise include, but are not limited to, those listed below.

City Place Santa Clara Project
Draft Environmental Impact Report 23
Action
Project Developer to
provide noise control
plan for City review and
approval.

Implementing
Party
Project
Developer/
Project
Contractor
Mitigation, Monitoring, and Reporting Program
Monitoring
Party
City Planning
& Inspection
Division
Timing 1
Ptior to
issuance of the
first building
permit within
each
Development
Area Plan area
June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
o Locating construction equipment as far as feasible from noise-sensitive uses. o Requiring that all construction equipment powered by gasoline or diesel engines have sound-control devices that are at least as effective as those originally provided by the manufacturer and that all equipment be operated and maintained to minimize noise generation.
o Not idling inactive construction equipment for prolonged periods (i.e., more than 2 minutes).
o Prohibiting gasoline or diesel engines from having unmuffled exhaust systems. o Using noise-reducing enclosures around noise-generating equipment that has the potential to disturb nearby off-site land uses, or where otherwise necessary, to comply with the City Code noise limits for receiving zones.

NOI-1.2: Implement Off-Site Traffic Noise Reduction Measures. The Project Developer shall implement off-site traffic noise reduction measures along the east side ofLafayette Drive between Tasman Drive and Hogan Drive such that the Projectrelated increase in traffic noise for noise receptors is less than 3 dBA. The Project Developer shall construct a solid barrier between the roadway and adjacent residential uses along Lafayette Drive between Tasman Drive and Hogan Drive unless deemed infeasible for any reason including unavailability of sufficient right of way or inability to secure design review/ architectural approval.

The Project Developer shall implement off-site traffic noise reduction measures along the south side ofTasman Drive between Lafayette and Calle de] Sol such that cumulative with project-related increase in traffic noise for noise receptors is less than 3 dBA or the project contribution to traffic noise is less than 1 dBA The Project Developer shall construct a solid barrier between the roadway and adjacent residential uses along Tasman Drive between Lafayette and Calle de! Sol unless deemed infeasible for any reason including unavailability of sufficient right of way or inability to secure design review /architectural approval.

The barriers shall be designed to provide shielding between areas of frequent human use (i.e., residence backyards) and the roadway. This would result in approximately 1,000 feet of noise barriers along this the Lafayette segment (between Tasman Drive and Hogan Drive) and up to 800 feet along the Tasman segment (between Lafayette and Calle <lei Sol). One effective approach would be to replace the existing privacy fences at single family residences with a solid barrier that is at least 6 feet high. The Project Developer shall prepare an off-site noise control plan that identifies the location, design, and effectiveness of the specific treatments to be implemented. This plan shall be submitted to the City for review and approval prior to the issuance of building permits. The off-site noise improvements shall be completed before Project City Place Santa Clara Project
Draft Environmental Impact Report 24
Action
Qualified professional to
determine which Phase
of the Project triggers
the need for the
reduction measures.

Project Developer to
provide noise control
plan for City review,
determination of
feasibility and approval.

Implementing
Party
Project
Developer
Mit igation, Monitoring, and Reporting Program
Monitoring
Party
City Planning
& Inspection
Division
Timing 1
Qualified
professional to
determine
which phase
triggers noise
barrier during
Phase 1 ofDAP
approval. City
to determine
feasibility of
noise barriers,
and approve
design if
feasible, as part
ofDAP
· approval. If
feasible,
barriers to be
constructed as
part of
construction
for the Phase
triggering the
need for the
barrier.

June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
operations commence.

NOI-2.1: Restrict Pile Driving. Pile driving occurring 175 feet or less from new residential or commercial buildings shall be conducted prior to those buildings being occupied by future occupants.

NOI-5.1: Prepare and Implement a Noise Control Plan to Reduce Interior Noise at Sensitive Land Uses. The Project Developer shall conduct a design-level acoustic study that identifies exterior noise levels for residential and commercial uses on the Project site. This study shall take into account existing airport noise, Project, and reasonably foreseeable future noise sources (such as pr9posed increases in passenger rail service along the Lafayette Street corridor). Where this study finds that the exterior noise level would exceed the residential compatibility standard of 55 dBA Ldn or the commercial incompatibility standard of 65 dBA Ldn, the Project Developer shall prepare a design-level operational noise control plan to provide acceptable interior noise levels. This plan shall identify all Project features and treatments that will be implemented to ensure that the Project is in compliance with the interior noise standards listed in the City's General Plan and City Code as well as the standards specified for new construction within the CLUP for SJC.

The study and plan shall be developed by an acoustical design professional. Design features and treatments will be identified to ensure that interior noise levels at new proposed uses are in compliance with the noise standards. The report shall be submitted to the City for review and approval prior to the issuance of building permits for the Project. Depending on the noise exposure for a particular site, such treatments may include, but are not limited to, those listed below, as recommended by the acoustical design professional.
• Construction of enclosures around noise-generating mechanical equipment at commercial uses.
• Use of setbacks from noise sources to maximum attenuation of noise over distance.

City Place Santa Clara Proj ect
Draft Environmental Impact Report 25
Action
City will not approve
building permits that
include pile driving
within 175 feet of
occupied residential.

Project Developer to
provide. design-level
acoustic study for City
review and approval and
to incorporate necessary
measures into building
design when exterior
noise levels exceed
residential and
commercial
incompatibility
standards.

Implementing
Party
Project
Developer/
Project
Contractor
Project
Developer/
Acoustical
Design
Professional
Mitigation, Monitoring, and Reporting Program
Monitoring
Party
City Planning
& Inspection
Division
City Planning
& Inspection
Division
Timing 1
Prior to
issuance of
building
permits if
driven pile
foundations are
planned and
prior to
occupancy of
proximate
residential or
commercial
buildings
Prior to
issuance of
building
permits for
residential and
commercial
buildings
June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
• Installation ofnoise-reducing treatments in new buildings, including:
o High-performance, sound-rated double-glazed windows,
o Sound-rated doors,
o Sound-rated exterior wall construction,
o Special acoustical <let.ails for vents,
o Acoustical caulking at all exterior fa~ade penetrations, o Sound-rated roof and ceiling constructions, and
o Adequate mechanical ventilation so that windows and doors may be kept closed at the discretion of the building occupants to control environmental noise intrusion.

CR-1.1: Conduct Extended Phase I (XPI) Archaeological Investigations within the Project Site near Recorded Resources and within an Area of Archaeological Sensitivity. Prior to construction, if it is determined that Project-related grounddisturbing activities may extend into native soil within 100 feet of a previously recorded archaeological site, the Project Developer shall retain the services of a qualified archaeologist to conduct XPI investigations within the Project site. The XPI investigations shall consist of subsurface trench excavations to determine the presence or absence of buried features associated with the known archaeological site.

If feasible, at least two trenches shall be placed in recorded location P-43-000025/CASCL-S, which is recorded as partially in the Project site, to ensure adequate investigations in this area.

If the XPI investigations reveal resources, additional trenches or testing may be necessary. Mitigation Measure CR-1.3, described below, shall be followed.

CR-1.2: Provide Archaeological Monitoring of the Project Site When in Native Soil. Prior to construction, if it is determined that Project-related ground-disturbing activities may extend into native soil, within 100 feet of a previously recorded archaeological site, the Project Developer shall retain the services of a qualified archaeologist to monitor earthmoving activities within the Project site. Monitoring shall consist of coordinating subsurface work to allow for the careful examination of vertical and horizontal soil relationships for the purpose of seeking positive archaeological finds (prehistoric and/or historic). The monitor shall maintain a field log of their presence and observations, carefully noting soil conditions. The archaeological monitor shall be pre-approved by the Director of Planning and Inspection. After written approval, the Planning Division shall be notified at least 48 hours prior to any grading or other subsurface work on the site, and the Project City Place Santa Clara Project
Draft Environmenta l Impact Report 26
Action
Project Developer to
submitXPI
Archaeological
Investigation(s) to City.

City to approve monitor,
ensure monitor is in
place, and approve
monitoring protocol,
which shall include
requirements ofCR-1.3.

Implementing
Party
Project
Developer/
Qualified
Archaeologist
Project
Developer/
Qualified
Archaeologist
Mitigation, Monitoring, and Reporting Program
Monitoring
Party
City Planning
& Inspection
Division
City Planning
& Inspection
Division
Timing 1
Priorto
issuance of
grading
permits that
would disturb
native soils
within 100 feet
of a previously
recorded
archaeological
site
Monitoring
protocol prior
to the issuance
of grading and
building
permits that
would disturb
native soils
within 100 feet
of a previously
recorded
archaeological
June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
Developer shall provide a written protocol for the City's review and approval that stipulates the manner in which the Project Developer shall comply with the monitoring r equirements. In the event that cultural resources are encountered, Mitigation Measure CR-1.3, described below, shall be followed.

CR-1.3: Stop Work if Cultural Resources Are Encountered during GroundDisturbing Activities. In the event that cultural resources are encountered during ground disturbing activities, all work within proximity of the find shall temporarily halt so that the archaeological monitor can examine the find and document its provenience and nature (drawings, photographs, written description). The archaeological monitor shall then direct the work to either proceed if the find is deemed to be insignificant, or instruct the work to continue elsewhere or cease until adequate mitigation measures are adopted. If the find is determined to be potentially significant, the archaeologist, in consultation with the Planning Division, shall develop a Treatment Plan that could include site avoidance, capping, or data recovery. If data recovery is determined to be appropriate, excavation shall target recovery of an appropriate amount of information from archaeological deposits to determine the potential of the resource to address specific research questions. Ifit occurs, data recovery shall emphasize the understanding of the archaeological deposit's structure, including features and stratification, horizontal and vertical extent, and content, including the nature and quantity of artifacts.

CR-2.1: Paleontological Resource Mitigation Plan. Prior to any deep excavations below an elevation of-30 feet (North Amertcan Vertical Datum of1988 (NAVD] 88) at the Project site on areas not underlain by landfill refuse, the Planning Division shall be notified at least 48 hours prior to the excavation, and a qualified professional paleontologist shall prepare a Paleontological Resource Mitigation Plan (PRMP) in consultation with the Planning Division. The PRMP shall describe the tasks necessary to monitor, assess, and recover (if present) significant paleontological resources during Project excavation activities. The PRMP shall be implemented by the qualified paleontologist during the deep Project excavations below an elevation of -30 feet (NAVD 88).

CR-2.2: Paleontological Resource Monitoring. In accordance with the PRMP, a qualified paleontologist shall monitor for fossils in Pleistocene deposits during Project excavations below an elevation of -3-0 feet (NAVO 88) on areas not underlain City Place Santa Clara Project
Draft Environmental Impact Report 27
Action
Archaeological monitor
(retained by the Project
Developer), as
necessary, and in
consultation with the
City, develop a
Treatment Plan. See also
CR-1.2.

Project Developer to
submit to City PRMP
prepared by
paleontologist (retained
by the Project
Developer).

Project Developer to
provide to City contract
with paleontologist for
Implementing
Party
Project
Developer/
Qualified
Archaeologist
Project
Developer/
Qualified
Professional
Paleontologist
Project
Developer/
Qualified
Mitigation, M onitoring, and Reporting Program
Monitoring
Party
City Planning
& Inspection
Division
City Planning
& Inspection
Division
City Planning
& Inspection
Division
Timing 1
site;
monitoring
shall occur
during
earthmoving
activities
During
construction if
cultural
resources are
encountered
Prior to
issuance of
grading
permits for
excavations
below an
elevation of -30
feet at Parcel S
and areas of
Parcel 4 not
underlain by
landfill.

Prior t o
issuance of
grading
June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
by landfill refuse or below other elevations confirmed in the field by the qualified paleontologist. The qualified paleontologist shall be present initially for 100 percent of the excavation activities within the Pleistocene deposits. After 50 percent of the excavation is completed within the rock unit and if no fossils of any kind have been discovered, then the level of monitoring can be reduced or suspended entirely at the Project paleontologist's discretion. If the paleontologist discovers potential paleontological resources, all ground disturbance within 50 feet of the find shall stop immediately until the qualified professional paleontologist can assess the nature and importance of the find and recommend appropriate salvage, treatment, and future monitoring and mitigation actions.

CR-2.3: Paleontological Resource Reporting. If significant paleontological resources are identified, the Project qualified paleontologist shall prepare a report summarizing the field and laboratory methods, site geology and stratigraphy, faunal/floral list(s), and a brief statement of the significance and relationship of the fossils discovered to similar fossils found elsewhere. The final report should emphasize the discovery of any new or rare taxa, or paleoecological or taphonomic significance. A complete set of field notes, geologic maps, stratigraphic sections, and a list of identified specimens must be included in or accompany the final report This report should be finalized only after all aspects of the PRMP are completed, including preparation, identification, cataloging, and curatorial inventory. Full copies of the final report shall be deposited with both the Lead Agency and the repository institution with the request that all locality data remain confidential and not made available to the general public.

CR-3.1: Stop work if human remains are encountered during ground-disturbing activities. When human remains are discovered (in either an archaeological or construction context), all work within proximity of the r emains shall stop so that the archaeological monitor can examine the remains. The County Coroner shall be notified, who shall make a determination as to whether the remains are of Native American origin. If the remains are determined to be Native American, the Coroner shall notify the Native American Heritage Commission (NAHC) immediately. The NAHC shall notify those persons it believes are most likely descended from the deceased Native American. Once the NAHC identifies the most likely descendants, the descendants will make recommendations regarding proper burial, which will be implemented in accordance with Section 15064.S(e) of the State CEQA Guidelines.

Oty Place Santa Clara Project
Draft Environmental Impact Report 28
Action
implementing PRMP,
which shall include
requirements of CR-2.3.

Paleontologist to
prepare final report for
submission to City. See
also CR-2.2.

Project Developer to
submit to City applicable
provisions of
construction contracts
including applicable
requirements.

Implementing
Party
Professional
Paleontologist
Project
Developer/
Qualified
Professional
Paleontologist
Project
Developer/
Project
Contractor
Mitigation, Monitoring, and Reporting Program
Monitoring
Party
City Planning
& Inspection
Division
County
Coroner/
NAHC
Timing 1
permits for
excavation
below an
elevation of-30
feet at Parcel 5
And areas of
Parcel 4not
underlain by
landfill
After a
significant
paleontological
resour ce is
identified
during
construction
Prior to
issuance of
grading and
building
permits
June 2016
ICF 00333.14
City of Santa Clara Mitigation, Monitoring, and Reporting Program Mitigation and Avoidance Measures
BI0-1.1: Protect Nesting Birds. The Project Developer and its contractors shall avoid conducting vegetation removal during the migratory bird nesting season (February 1-August 31). If Project-related activities must commence during the migratory bird nesting season, the Project Developer shall retain a qualified wildlife biologist to conduct a survey for nests of migratory birds. Surveys for nesting migratory birds shall occur within 3 days prior to the commencement of ground disturbance a nd vegetation removal in areas that will be affected by Project construction activities. Multiple nest surveys shall be required if construction is phased or when construction work stops for more than 2 weeks at a portion of the site where suitable nesting habitat remains. If construction is ongoing for multiple years, these surveys shall be conducted each year prior to construction in areas that have not yet been disturbed and are scheduled to be disturbed during the nesting season. In addition to nesting-season surveys, surveys shall be conducted during the non-nesting season (September 1-January 31) for overwintering burrowing owls in areas scheduled for initial disturbance during the upcoming season. The surveys shall also be conducted as described above, with a goal of identifying overwintering owls so they can be appropriately avoided during construction.

If an active nest is discovered, a no-disturbance buffer zone around the nest tree or shrub (or, for ground-nesting species, the nest itself) shall be established. The nodisturbance zone shall be marked with flagging or fencing that is easily identified by the construction crew and shall not affect the nesting bird or attract predators to the nest location. In general, the minimum buffer zone widths shall be as follows: 50 feet (radius) for non-raptor ground-nesting species, SO feet (radius) for non-raptor shruband tree-nesting species, and 300 feet (radius) for raptor species. Buffer widths may be modified based on discussion with DFW. Buffers shall remain in place as long as the nest is active or young remain in the area and are dependent on the nest. If a burrowing owl nest is identified during pre-construction surveys, no-activity buffers will adhere to the recommendations in the 2012 California Department offish and Game Staff Report on Burrowing Owl Mitigation.7 Most Project activities would result in a high level of disturbance, constituting a 1,640-foot (500-meter) required buffer around occupied nests during any time of year.8
Action
' ,, •!,,, ;
Project Developer to
provide to City
applicable provisions of
construction contracts
including pertinent
requirements. If
construction will occurs
in the nesting season,
Project Developer to
submit to City
agreement with
qualified wildlife
biologist requiring
surveys and protective
measures under BI0-1.1
and requirement that
wildlife biologist report
to City if conditions
triggering BI0-2.2 exist
Implementing
Party
Project
Developer/
Project
Contractor/
Qualified
wildlife
biologist
Monitoring
Party
City Planning
& Inspection
Division
7 California Department of Fish and Game. 2012. Staff Report on Burrowing Owl Mitigation. State of California Natural Resources Agency. March 7. Available:
http://www.dfg.ca.gov/wildlife/nongame/survey_monitor.html#Mammals.

Timing 1
Prior to the
issuance of
grading and
building
permits for
construction
contracts; prior
to
commencemen
t of grading for
biologist
agreements;
and prior to
ground
disturbance for
surveys
8 Scobie, D., and C. Faminow. 2000. Development of Standardized Guidelines for Petroleum Industry Activities that Affect COSEWIC Prairie and Northern Region Vertebrate Species at Risk. Environment Canada, Prairie and Northern Region, Edmonton, Alberta, Canada.

City Place Santa Clara Project
Draft Environmental Impact Report 29 June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
BI0-1.2: Implement Bird-Safe Design Standards into Project Buildings and Lighting Design. Each Development Area Plan (DAP) approved by the City shall include a set of specific standards for minimizing hazards to birds, to be implemented by the Project Developer. The development of the specific bird safety standards for each Development Area Plan shall be tailored to the specific potential hazards to birds in that development area, taking into account the specific locations, types and heights of buildings, lighting, and landscaping. In addition, the DAP shall require enhanced protective measures for buildings within 300 feet of the retention pond, the Guadalupe River, and San Tomas Aquino Creek, such as siting buildings in relation to existing landscape features to reduce· conflicts with existing features that may serve as attractive bird habitat; minimizing the reflection of existing vegetation on building facades; or using soil berms, furniture, landscaping, or architectural features to prevent reflection of water in glazed building facades.

The specific bird safety standards in each DAP shall be based on the following birdfriendly building principles, to the extent applicable to the particular development area:
• Reduce mirrors and large areas ofreflective glass.
• Avoid transparent glass skyways, walkways, or entryways, free-standing glass walls, and minimize transparent building comers, or utilize glazing treatments to mitigate the hazard.
• Minimize funneling of open space toward a building fac;:ade. • Strategically place landscaping to reduce reflection and views of foliage inside or through glass.
• Reduce potential light and glare by implementing Mitigation Measures AES-2.1 (requiring low-profile, low-intensity lighting directed downward), AES-2.2 ( requiring shielded fixtures for outdoor lighting), and AES-2.3 ( requiring.lowemissivity reflective coating on exterior glass surfaces). • To the extent consistent with the normal and expected operations of the uses planned for the particular development area, take appropriate measures to avoid use of unnecessary lighting at night, especially during bird migration season (February-May and August-November) through the installation of motion sensor lighting, automatic lighting shut-off mechanisms, or other effective measures to the extent feasible.

The specific bird safety standards shall also provide for a monitoring program, and placing signs around the buildings with phone numbers for authorized bird conservation organizations.

City Pla ce Santa Clara Project
Draft Environmental Impact Re port 30
Action
City review and approve
each Development Area
Plan to ensure adequate
measures are included.

Implementing
Party
Project
Developer
Mitigation, Monitoring, and Reporting Program
Monitoring
Party
City Planning
& Inspection
Division
Timingl
Approval of
each
Development
Area Plan
June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
B10-2.1: Detection of Burrowing Owls. The Project Developer shall allow access to the Project site or off-site areas for biologists who participate in the annual burrowing owl nest survey coordinated by the Santa Clara Valley HCP /NCCP.

Burrowing owl surveys are conducted between March and August of each year. As many as four surveys may be conducted each year, in accordance with the Staff Report on Burrowing Owl Mitigation9 to determine whether burrowing owls are nesting and whether nests are successful. Access to the site for burrowing owl surveys shall be granted until the Project site or off-site area is completely built out.

The Project Developer shall not, however, be required to postpone planned development activities to provide such access, except to the extent such postponement is necessary to meet regulatory requirements.

BI0-2.2: Mitigation for Loss of Burrowing Owl Habitat during Construction.

Should burrowing owls begin nesting on developable portions of the Project site or off-site areas that remain undeveloped as phases of the Project are constructed, or suitable habitat within 600 meters of an active nest is removed from the Project site, then lost burrowing owl habitat shall be replaced at a ratio of at least 1:1 prior to ground-disturbing activities in the area of the Project site or off-site area with an active nest Affected habitat shall be defined as suitable habitat (based on the habitat mapping completed for this EIR) within a 600 meter radius of an active burrowing owl nest. Suitable land cover types include annual grassland, ruderal, or barren areas.

Mitigation sites shall have documented nesting occurrences from at least 1 year within the previous 3 years.

If burrowing owls move onto undeveloped portions of the Project Site or off-site area, including the Retention Basin, once the site is fully constructed, there shall be no requirement to provide replacement habitat, unless that undeveloped habitat is developed in the future.

BI0-3.1: Protect Western Pond Turtles. Prior to the start of construction activities in or within 50 feet of aquatic habitats, the Project Developer shall retain a qualified biologist to conduct preconstruction surveys for western pond turtles in all suitable habitats (aquatic and upland) in the vicinity of the work site. Surveys shall take place no more than 72 hours prior to the onset of site preparation and construction activities with the potential to disturb turtles or their habitat. If preconstruction surveys identify active nests on the Project site, the biologist shall establish nodisturbance buffer zones around each nest using temporary orange construction fencing. The demarcation shall be permeable to allow young turtles to move away Action
The ground lessee shall
allow such access until
certificate of completion
for the phase.

If required, Project
Developer to submit
certification to the City
that habitat has been
replaced at the specified
ratio. City to review and
approve certification.

Project Developer to
submit to City
agreement with
qualified biologist and
applicable provisions of
construction contracts,
including requirement
that biologist submit to
City certification that
9 CDFW 2012. Staff Report on Burrowing Owl Mitigation. State of California Natural Resources Agency.

City Place Santa Clara Project
Draft Environmental Impact Report 31
Implementing
Party
Project
Developer /City
Project
Developer
Project
Developer/
Qualified
Biologist
Mitigation, Monitoring, and Reporting Program
Monitoring
Party
City Planning
& Inspection
Division
City Planning
& Inspection
Division
City Planning
& Inspection
Division
Timing 1
Concurrent
with execution
of each phase
ground lease
Prior to
grounddisturbing
activities until
the Project site
or off-site areas
are completely
built-out in the
event that
wildlife
biologist
detects
circumstance
triggering BI0-

2.2 Prior to the ·
issuance of
grading or
building
permits for
biologist and
construction
agreements;
and 72 hours
June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
from the nest following hatching. The radius of the buffer zone and the duration of exclusion shall be determined in consultation with DFW. The buffer zones and fencing shall remain in place until the young have left the nest, as determined by the qualified biologist. If western pond turtles are found on the Project site, the Project Developer shall still retain a qualified biologist to monitor construction activities in the vicinity of suitable habitat and implement appropriate measures to protect the western pond turtle. Such measures may include removal and relocation of western pond turtles in proposed construction areas to suitable habitats outside the Project limits, consistent with DFW protocols and permits. Relocation sites shall be subject to DFW approval.

B10-4.1: Protect Central California Coast Steelhead, Critical Habitat, and Chinook Salmon, Construction, operations, and maintenance on the riverbank, as well as areas within 200 feet of the Guadalupe River, that could result in disturbed sediment depositing within the banks of the channel shall be limited to the summer low-precipitation period Qune 1 to October 15), unless otherwise approved by appropriate resource agencies. Limiting riverbank disturbance during these months would reduce the likelihood of adverse effects on adult and juvenile salmonid migration.

BI0-5.1: Protect Retention Pond and Eastside Retention Drainage Swale, and San Tomas Aquino Creek and the Guadalupe River Aquatic Habitat during Construction. For construction activities within SO feet of the aquatic habitat associated with the retention pond and drainage swale, San Tomas Aquino Creek, and I Guadalupe River, protective measures shall be put in place to ensure that impacts on those aquatic features shall be avoided and minimized. The following measures shall be deployed during construction:
• A qualified biologist shall determine the locations where orange construction barrier fencing shall be installed around aquatic resources (USACE and the Regional Water Board jurisdictional wetlands/waters and DFW jurisdictional lakes and streams) that are to be avoided prior to initiation of construction activities. • Designate the protected area an Environmentally Sensitive Area and clearly identify the area in the construction specifications.
• Maintain jurisdictional wetlands/water protection fencing throughout the grading City Place Santa Clara Project
Draft Environmental Impact Report 32
Action
preconstruction surveys
have been conducted
and protective measures
taken.

Project Developer to
provide to City
applicable provisions of
construction contract
ensuring work on the
riverbank as well as
within 200 feet of the
Guadalupe River that
could result in disturbed
sediment depositing
within the banks of the
channel is limited to
summer low
precipitation periods.

Project Developer to
provide to City
applicable provisions of
construction contract
and agreement with
qualified biologist that
include the specified
protective measures.

Implementing
Party
Project
Developer/
Project
Contractor
Project
Developer/
Qualified
Biologist
Mitigation, Monitoring, and Reporting Program
Monitoring
Party
City Planning
& Inspection
Division
City Planning
& Inspection
Division
Timing 1
prior to site
construction
activities in or
within SO feet
of aquatic
habitats
Prior to
issuance of
grading and
building
permits
Prior to
issuance of
grading and
building
permits for
construction
activities
within SO feet
of the pertinent
aquatic habitat
June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
and construction period.
• Prohibit grading, construction activity, traffic, equipment, or materials in fenced wetland areas.

B10-5.2: Compensate for Loss of Waters of the U.S. and State (including Wetlands). If impacts to jurisdictional waters of the U.S. or State cannot be avoided, the Project Developer shall obtain permits or approvals to develop from the USACE, the Regional Water Board, and DFW, as appropriate and required. Both the Guadalupe River and San Tomas Aquino Creek are subject to both State and federal jurisdiction because of their connection to the Bay. To ensure that the Project results in no net loss of wetland habitat functions and values, the Project Developer shall compensate for the loss of jurisdictional wetlands/waters through one of the following options.
• Purchase of agency-approved mitigation credits from a suitably located mitigation bank prior to construction (ground disturbance that impacts wetlands/waters); • On-site wetland/waters restoration (re-establishment or rehabilitation) establishment (creation) prior to or concurrent with construction impacts; • Off-site wetland/waters restoration (re-establishment or rehabilitation)/ establishment (creation) prior to or concurrent with construction; or
• A combination of two or more of the above.

The amount of agency approved mitigation credits required from a suitably located mitigation bank and/or size and location(s) of the area(s) to be restored (reestablished)/established (created) shall be based on -appropriate mitigation ratios, as derived in consultation with DFW, USACE, and the Regional Water Board. The Project Developer shall prepare and implement a mitigation and management plan (MMP) as part of the permitting process in conformance with the USEPA/USACE 2008 Mitigation Rule. The mitigation ratios shown in the initial draft MMP submitted to the permitting agencies during Project permitting shall be a minimum of 2:1, as determined through the CEQA process. The MMP, if other than sole purchase of mitigation bank credits, shall include the requirements listed below:
• Mitigation implementation plan;
• Performance (success) standards or criteria to be met in order to determine that the mitigation has successfully replaced the impacted wetlands/waters in terms of "no net loss" of the impacted functions and values;
• 5-year monitoring plan for determining that performance criteria have been successfully met through the collection of wetlands/waters vegetation survival and cover field data; hydrology flooding, ponding, and/or soil saturation field data; and City Place Santa Clara Project
Draft Environmental Impact Report 33
Action
Project Developer to
pr9vide to City wetland
delineation, copies of
permits obtained as and
if required from USA CE,
the Regional Water
Board and DFW, and the
MMP, all satisfying the
requirements of 810-5.2
Project Developer to
provide to City annual
monitoring reports.

Implementing
Party
Project
Developer/
Qualified
Wetland
Biologist
Mitigation, Monitoring, and Reporting Program
Monitoring
Party

DFW, USACE,
Regional
Water Board,
City Planning
& Inspection
Division
Timing 1
Prepare
wetland
delineation
prior to first
grading or
building permit
for the Project
Obtain
requisite
agency permits
and prepare
MMPpriorto
issuance of
grading or
building
permits for
construction
activities that
will impact
jurisdictional
wetlands.

Monitor plan
for a minimum
of S years.

June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
habitat area data;
• Adaptive management plan to be implemented if mitigation performance is found through annual monitoring not to be progressing towards success within the 5-year monitoring period;
• Conservation plan to ensure in-perpetuity land use prot ection of the mitigation site; • Long-term (in-perpetuity) conservation management plan; and • Funding plan for mitigation implementation, 5-year mitigation performance monitoring and maintenance, and an endowment (non-wasting fund) for long-term conservation management
The final MMP shall be determined in consultation with DFW, USACE, and the Regional Water Board. The mitigation plan shall include measure to avoid and minimize the effects of construction on surrounding native habitats. The required performance standard is no net loss of wetland and waters habitat function and values. Monitoring shall occur for a minimum of 5 years, at which time, if the success criteria are met, wetland compensation shall be deemed complete.

BIO-C.1: Make a Fair-Share Nitrogen Deposition Fee Contribution to the Santa Clara Habitat Agency's Voluntary Fee Payment Program. Consistent with its voluntary commitment to contribute a nitrogen deposition fee through the fee program of the Santa Clara Habitat Agency, the Project Developer shall make a prorated per-vehicle-trip nitrogen deposition fee contribution, which will be based on the amount charged by the Santa Clara Valley Habitat Agency under its Voluntary Fee Payments Policy (http:/ /scv-habitatagency.org/ DocumentCenter /View /345).

Specifically, the per-vehicle trip fee shall be adjusted as set forth below to take into account the different dispersion characteristics of the Project vs. the average dispersion characteristics for development in the HCP / NCCP area.

The Project is located farther from serpentine grassland habitat than average development within the Santa Clara Valley HCP / NCCP area. Thus, the required fairshare contribution shall be figured as 38 percent (based on the ICF analysis) of the established fee of the habitat agency for the year in which the building permits are issued for the Project The fee may be paid up front or in installments in proportion to mitigated vehicle trip generation for the phase of the Project for which the building permits are issued. For fiscal year 2015-2016, the adopted HCP / NCCP nitrogen deposition fee was $4.20 per new vehicle trip. Using Scheme B's estimated trip generation (140,730 trips/day), taking into account the trip reduction effect of Mitigation Measure TRA-1.1 (reduction to 137,910 trips/ day), and the 38 percent adjustment factor, if all fees were paid in 2015, the estimated total would be $220,104.

City Place Santa Qara Project
Draft Environmental Impact Report 34
Action
Project Developer to
provide to City proof of
payment.

Implementing
Party
Project
Developer
Mitigation, Monitoring, and Reporting Program
Monitoring
Party
City Planning
and Inspection
Division
Timing 1
Prior to
issuance of
building
permits: to be
paid up front or
in installments
in proportion
to mitigated
vehicle trip
generation for
the phase of
Project for
which the
building
permits are
issued.

June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
GE0-1.1: Detailed Grading and Erosion Control Plan. A detailed grading and erosion control plan shall be prepared and submitted to the City Building Department. The plan shall cover all Project parcels (not just the landfill portions) and off-site areas and include all information required to demonstrate that earthwork activities will be in compliance with CCR 21190 et seq. and incorporate by reference the Project's Storm Water Pollution Prevention Plan, as required by the Construction General Permit.

GE0-2.1: Design-Level Geotechnical Investigation. Prior to the issuance of demolition, grading, or construction permits at the Project site, a design-level geotechnical investigation shall be conducted by a qualified professional (the qualified professional shall be retained by the Project Developer). The investigation shall include further field exploration ( e.g., borings, cone penetration tests, test pits and/or geophysical surveys) to develop design-level recommendations to address erosion and other geotechnical concerns for the Project. The design-level geotechnical investigation shall include:
• Evaluation of anticipated settlement Additional soil borings shall be installed to determine the depth to the refuse layer for aid in preparing grading plans.

Additional samples shall be analyzed to determine potential settlement and determine the likely final post-settlement surface elevation. The potential magnitude of differential settlements between improvements supported by a combination of structural slab and deep foundations and those that are supported by other foundation systems shall be fully analyzed and detailed in the design-level geotechnical report.
• Evaluation of liquefaction potential. Additional borings shall be drilled at the Project site and off-site areas to fully characterize the liquefaction hazard associated with the Project.
• Evaluation of slope instability. A detailed slope stability analysis for all existing slopes that would remain under the Project, including the perimeter landfill slopes, and all proposed new slopes shall be prepared.
• Evaluation of expansive soils. Additional borings shall be drilled at the Project site and off-site areas to fully characterize the expansive soil hazard associated with the Project
• Evaluation of corrosive soils. Project site and off-site soils and, in those areas where foundation components would come into contact with landfill materials, refuse shall be evaluated for corrosion potential.

City Place Santa Clara Project
Draft Environmental Impact Report 35
Action
Project Developer to
provide detailed grading
and erosion control plan
for review and approval
by City.

Project Developer to
provide design-level
geotechnical
investigation for review
and approval by City.

City and Developer to
submit such
investigation to
regulatory agencies per
GEO-2.6 with respect to
areas underlain by
landfill and secure
approval as required.

Project Developer to
incorporate resulting
measures into project
plans.

Implementing
Party
Project
Developer
Project
Developer/ City
Mitigation, Monitoring, and Reporting Program
Monitoring
Party
City Planning
and Inspection
Division
City Planning
and Inspection
Division
Timing 1
Prior to the
issuance of
demolition and
grading,
permits
Prior to the
issuance of
demolition,
grading, and
building
permits
June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
The design-level geotechnical investigation work plan shall be submitted for review and approval in accordance with Mitigation Measure GE0-2.6.

GE0-2.2: Final Geotecbnical Report Review. A final geotechnical report shall be prepared by a qualified professional based on the findings of the design-level geotechnical investigation (the qualified professional shall be retained by the Project Developer). The final report shall be submitted for review and approval in accordance with Mitigation Measure GE0-2.6. The final geotechnical report shall include:

Measures to address anticipated settlement:
• Specifications of methods to address differential settlement between improvements supported by a combination of structural slab foundations and those that are supported by other deep foundation systems or unsupported areas. • Exterior slabs and ramps attached to buildings shall be hinged to allow the end of the slab or ramp not attached to the building to move downward as settlement occurs. The design shall not allow building entrance slabs to exceed a 5 percent grade, in compliance with ADA access requirements, and vehicular entrances shall not be allowed to exceed an 11 percent grade to prevent vehicles from scraping during entry or exit.
• Settlement vaults and flexible connections shall be required at locations where utilities transfer from a pile-supported building to a non-supported area for all phases of construction.
• Roadway and other paving at the Project site not located above an area-wide structural slab shall be constructed with flexible materials, such as asphalt or interlocking pavers. The use of concrete and other non-flexible materials shall be minimized. Where non-flexible material is used, expansion and spacing joints that allow rigid materials to shift without breaking shall be used to allow for anticipated settlement.

Measures to address liquefaction:
• In those areas not supported by the structural slab foundation (which would effectively mitigate the liquefaction hazard), other measures shall be developed to mitigate the hazard, such as shallow footings constructed over ground improvement. Foundations for structures shall be designed to completely mitigate settlement hazards associated with liquefaction (i.e., no liquefaction-induced settlement damage shall be accepted for the final design).

Measures to address slope instability:
• Measures ( e.g., reducing slope steepness, providing structural support, or ground improvement) to ensure that an appropriate factor of safety (both static and City Place Santa Clara Project
Draft Environmental Impact Report 36
Action
Project Developer to
provide final
geotechnical report for
review and approval by
City. City and Developer
to submit such report to
regulatory agencies per
GE0-2.6 and secure
approval as required.

Project Developer to
incorporate resulting
measures into project
plans.

Implementing
Party
Project
Developer/ City
Mitigation, Monitoring, and Reporting Program
Monitoring
Party
City Planning
and Inspection
Division
Timing 1
Prior to the
issuance of
grading and
building
permits
June 2016
!CF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
seismic) is achieved for each slope.

Measures to address expansive soils:
• In those areas not supported by the structural slab foundation (which would effectively mitigate the hazard), other measures shall be developed to mitigate the hazard, such as removal of the problematic soils, treatment of the soils, or specification of appropriate foundation design. If any soils characterized as highly or moderately expansive (linear extensibility of 3.0 percent or more) are to remain at the surface or be used as fill in the upper 5.0 feet, these soils shall be treated (using calcium-based treatment or similar approach) such that the soils are reduced to a low expansion potential (linear extensibility of less than 3.0 percent).

Measures to address corrosive soils:
• A corrosion consultant shall be retained to provide specific recommendations regarding the long-term corrosion protection of pile elements and other subsurface materials. The recommendations of the corrosion consultant, which may include use of specific corrosion-resistant materials and/or treatment of corrosive soils, shall be implemented during construction.

GE0-2.3: Construction Quality Assurance Plan. A Construction Quality Assurance (CQA) Plan that covers both the Project site and off-site areas shall be prepared by the Project Developer for review and approval by the Director of Public Works. The CQA Plan shall establish procedures for testing final cover materials, detail the responsibilities of construction monitoring personnel, and provide procedures for addressing unexpected geologic conditions during grading activities.

GE0-2.4: Final Project Design Review. Final Project design plans that cover both Project site and off-site areas shall be prepared by the Project Developer and submitted for review and approval in accordance with Mitigation Measure GE0-2.6.

City Place Santa Clara Project
Draft Environmental Impact Report 37
Action
Project Developer to
provide a CQA Plan that
covers both the Project
site and off-site areas for
review and approval by
City. City and Developer
to submit CQA to
regulatory agencies per
GE0-2.6 with respect to
areas underlain by
landfill and secure
approval as required.

Project Developer to
submit to City applicable
provisions of
construction contracts
incorporating
requirements of CQA.

Project Developer to
provide final Project
design plans meeting
Implementing
Party
Project
Developer
Project
Developer/ City
Mitigation, Monitoring, and Reporting Program
Monitoring
Party
Director of
Public Works
City Planning
and Inspection
Division
Timing 1
Prior to the
issuance of
grading, and
building
construction
permits
Prior to
issuance of
grading and
June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
I Project site structures shall be designed to accommodate predicted ground settlement, as determined in the design-level geotechnical investigation for the Project improvements (see Mitigation Measure GE0-1.1).

For the portion of the Project overlying the Landfill, the Post-Closure Land Use Plan I shall demonstrate that Project design will be protective of public health and safety and the environment, as required by27 CCR 21190. Because of the potential for encountering buried obstructions, contingencies for relocating Auger Cast-in Place Piles and Drilled Displacement Columns during construction shall be included in the foundation design. The Project design plans shall be subject to review and approval by the City Building Department prior to initiation of field activities.

GE0-2.5: Site Operation, Monitoring, and Maintenance Plan. A Site Operation, Monitoring, and Maintenance Plan that covers both the Project site and off-site areas shall be prepared by the Project Developer and submitted for review and approval in accordance with Mitigation Measure GE0-2.6. The Site Operation, Monitoring, and Maintenance Plan shall establish procedures for inspecting structures and improvements as well as evaluating the effects of settlement It will also establish a mechanism for funding and implementing the Plan's activities throughout the life of the Project
Inspections that focus on documenting settlement, particularly at locations where different support systems meet, shall take place at least quarterly during the first 2 years following the completion of each phase of Project construction. Documentation of each inspection shall be submitted to for review and approval in accordance with Mitigation Measure GE0-2.6 within 30 days of inspection completion. After 2 years, the frequency of inspections may be adjusted with written consent from each agency that approved the Site Operation, Monitoring, and Maintenance Plan Site Operation, Monitoring, and Maintenance Plan. The Site Operation, Mo.nitoring, and Maintenance Plan shall detail the qualifications and responsibilities of monitoring personnel, including immediate notification of the City Building Department of any settlement that could affect the structural integrity of a building and/ or structure or settlement that could create a hazard for the public { e.g., separations that create trip hazards for pedestrians). If the types of settlements are observed that could compromise structural integrity or cause hazards for the public, based on the judgment of the qualified inspector, remedial action shall be promptly completed. The Plan shall designate financial responsibility for remedial actions should the effects of settlement be identified and provide timetables for any required remedial action. All remedial action shall be overseen by the qualified geotechnical consultant designated by the Plan and approved by each agency that approved the Site Operation, Monitoring, and City Place Santa Clara Project
Draft Environmental Impact Report 38
Action
criteria ofGE0-2.4 for
review and approval by
City. City and Developer
to submit such Project
design plans to
regulatory agencies per
GE0-2.6 with respect to
areas underlain by
landfill and secure
approvals as required.

Project Developer to
provide Site Operation,
Monitoring, and
Maintenance Plan for
review and approval by
City. City and Developer
to submit Site Operation,
Monitoring, and
Maintenance Plan to
regulatory agencies per
GE0-2.6 for areas
underlain by landfill and
secure approvals as
required. Project
Developer to submit
inspections to City for
review and approval,
and to regulatory
agencies as specified in
GEOOZ.6 for areas
underlain by landfill,
within 30 days or
inspections.

Implementing
Party
Project
Developer/ City
Mit igation, Monitoring, and Reporting Program
Monitoring
Party
City Planning
& Inspection
Division
Timing 1
building
permits
Plan approval
prior to
issuance of
grading and
building
permits.

Inspections at
least quarterly
_during the first
2 years
following the
completion of
each phase of
construction.

Documentation
of each
inspection shall
be submitted
within 30 days
of inspection.

June 2016
ICF 00333,14
City of Santa Clara
Mitigation and Avoidance Measures
Maintenance Plan. Quarterly reports detailing inspection and remedial activities shall be submitted to each agency that approved the Site Operation, Monitoring, and Maintenance Plan following each inspection for review and approval.

GE0-2.6: Review and Approval by Relevant Regulatory Agencies. To the extent reports and plans required by Mitigation Measures GEO-2.1, -2.2, -2.3, -2.4 or -2.5 address the portion of the Project site overlying the Landfill, they shall be submitted jointly by the City ( as owner and operator of the landfill) and the Project Developer for review and approval to the following: (i) the Local Enforcement Agency as principal landfill regulator; (ii) the Regional Water Board for approval of the issues related to the low permeability layer of the final landfill cover pursuant to 27 CCR 21990 (d) and pilings installed in or through the bottom liner of the landfill liner pursuant to 2 7 CCR 21990 ( e )(6), and for review but not approval of other aspects of the plans and reports; (iii) to Cal Recycle for review, but not approval; and (iv) any other agency which is specifically required by applicable law to approve a particular report, plan or component thereof. To the extent reports and plans required by this mitigation measure relate to other portions of the site not overlying the Landfill, they shall be submitted by the Developer to the City, and to any agency which is specifically required by applicable law to approve a particular report, plan or component thereof, for review and approval.
·:11~t,~:

WQ-1.1: Design and Implement Stormwater Control Measures. In compliance with Provision C.3 of the San Francisco Bay MS4 Permit and the Santa Clara Valley Water District's 100-year peak flood requirements, post-construction stormwater controls shall be implemented to reduce total runoff rates and associated pollutant discharges.

According to the Santa Clara Valley Urban Runoff Pollution Prevention Program's C.3.

Stormwater Handbook, the three methods for hydraulically sizing flow-based stormwatertreatment control measures are (1) volume-based, (2) flow-based, or (3) a combination ofvolume-/flow-based hydraulic sizing criteria. The simplified method for sizing bioretention areas and flow-through planters, known as the "4 percent method," is based on a runoff inflow of 0.2 inch per hour, with an infiltration rate through biotreatment soil of 5 inches per hour. The 4 percent method requires the treatment measure to be 4 percent of the impervious area that drains to it.

The design of the stormwater treatment measures is currently at the conceptual level and further details will be addressed as part of the planning, construction, and operation of the development. The treatment measures shall be designed to remove City Place Santa Clara Project
Draft Environmental Impact Report 39
Action
Refer to GEO-2.1
through GEO-2.5
Project Developer to
provide to City
Stormwater
Management Report.

Implementing
Party
Refer to GEO2.1 through
GEO-2.5
Project
Developer
Mitigation, Monitoring, and Reporting Program
Monitoring
Party
Refer to GEO2.1 through
GEO-2.5
Department of
Public Works
Timing 1
Refer to GEO2.1 through
GEO-2.S
Prior to
issuance of
building
permits
June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
pollutants from stormwater using filtration, infiltration, and sedimentation. Because infiltration is not feasible due to the landfill, the treatment measures must be built into the structure of the development above the landfill itself. The stormwater treatment measures that provide infiltration shall be lined with an impermeable liner on the bottom and sides. Just above the liner there must be a layer of clean gravel and a network of perforated piping (underdrains). These underdrains must connect to solid drain piping at the exit of the treatment area and ultimately be connected to the storm drainage infrastructure. All of these components shall exist above the podium structure. The impermeable liner would prevent any leaks or ruptures into the landfill and structures. There shall also be perforated underdrain piping connected to solid piping at the exit of the treatment measure/planter solid piping that will connect to the storm drain infrastructure at manholes where leak monitoring can be performed. More information on the potential hazards of a leak or rupture of the stormwater treatment measures causing flooding of the landfill gas venting lines is provided in Section 3.11, Hazards and Hazardous Materials._The following stormwater treatment ( or Low Impact Development [LID]) measures are examples that will be considered and carefully selected as part of the final design process for the different sections of the proposed development:
• Bioretention Areas (impermeable liner with underdrain-no infiltration into landfill)
• Flow-through Planters
• Tree Well and Media Filters
• Infiltration Trenches (impermeable liner with underdrain-no infiltration into landfill)
• Rainwater Harvesting and Reuse
• Green Roofs
• Green Streets (with bioretention, impermeable liner, and underdrain) • Pervious Pavements (impermeable liner with underdrain-no infiltration into landfill)
As noted above, a minimum of 4 percent of the site area shall be used for the stormwater treatment measures. As part of final design, these treatment measures for the Project site shall be incorporated into the aesthetics of the landscape. Some attenuation of the peak flows can be recognized, depending on the measures selected.

The measures shall include an overflow to safely convey the more intense, less frequent rainfall events.

The stormwater treatment measures shall capture sufficient flows so that 100-year peak flood elevations or existing design flows within San Tomas Aquino Creek and the City Place Santa Clara Project
Draft Environmental Impact Report 40
Action Implementing
Party
Mitigation, Monitoring, and Reporting Program
Monitoring
Party Timing 1
June 2016
ICF 00333.14
City of Santa Oara Mitigation, Mo nitoring, a nd Reporting Program Mitigation and Avoidance Measures
Guadalupe River will not increase as part of the Project. The exact reduction in 100- year peak runoff volumes and flows that the storm water management measures will need to accommodate will be determined during the design process for the storm water management measures and will be provided in the detailed Project Stormwater Management Plan.

Due to construction phasing, construction of interim treatment measures may be required once the 40-acre concrete pad has been constructed and before the surface of the pad is developed with new structures with their own associated postconstruction storm water treatment features. These interim measures will be reported to the San Francisco Bay Water Board._The stormwater management measures for each parcel shall be modeled during final design for buildings, parking garages, site landscaping, etc. Dynamic hydraulic modeling shall be used. Dynamic hydraulic modeling tracks the quantity and quality of runoff generated within each sub catchment as well as the flow rate, flow depth, and quality of water in each pipe and channel during a simulation period with multiple time steps. The results of the modeling shall be used to compare the proposed "permanent" stormwater peak flows and volumes for the Project with the existing peak flows and show compliance with the jurisdictional regulations. The dynamic hydraulic model_ing shall consider the potential runoff volumes and rates coming from the top of the landfill. The r esulting design of stormwater management measures shall be required to be sufficient to protect water quality and habitat resources along receiving waterways.

A Stormwater Management Report, including detailed hydrologic and hydraulic calculations, analysis, and conclusions, shall be prepared to document the final design of the stormwater management and storm drain system and obtain the requisite approvals.

WQ-3.1: Design New Bridge and Outfall Structures to Avoid Increase in 100-year Flow and Channel Erosion. ln compliance with the Santa Clara Valley Water District's (SCVWD's) 100-year peak flood requirements, any new bridge and new outfalls in San Tomas Aquino Creek shall be designed to avoid increases in the 100-year flow and to avoid creek bed/channel erosion. The design shall also consider erosive action or redirection of flow during more frequent flood events in compliance with the City of Santa Clara's storm drainage design criteria10 and consistent with SCVWD's Action
Project Developer to
provide design for any
new bridge or outfalls in
San Tomas Aquino Creek
or the eastside drainage
channel for review and
approval by City and
Implementing
Party
Project
Developer
Monitoring
Party
Department of
Public Works
1 ° City of Santa Clara. 2015. Design Criteria for Improvements in Public Right-of-Ways and City Easements. Public Works Department. April. Available:
http://santaclaraca.gov/home/showdocument?id=14345. Accessed: 12/29/15.

City Place Santa Clara Project
Draft Environmental Impact Re port 41
Timing 1
Prior to the
issuance of the
building permit
for the
development
that triggers
the need for the
June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
guidance.11 The outfalls will be set at elevations high enough to ensure the location of outfalls are above sediment levels within the bottom of the creek12 The design shall be provided to the City of Santa Clara and the SCVWD for review and approval for the Project Construction would be done.in phases. For example, the new bridge over the San Tomas Creek would not be needed until Phase 2 and outfalls to the eastside drainage ditch would not be needed until later phases. The design review approval of outfalls shall occur prior to the issuance of the building permit for the development that triggers the need for the outfall or associated construction activity, and on a schedule similar to the phases of construction.

WQ-3.2: Vegetation Removal from the Retention Basin Drainage Swale. In accordance with the Retention Basin Drainage Swale Vegetation Clearing Project, and prior to the placement of new impervious surfaces on Parcels 1 or 2, overgrown tule and cattails shall be removed from the entire length of the drainage swale to restore the swale's flood protection capacity and protect residents and businesses. Vegetation in the drainage swale shall be mowed by hand using rotary mowers, and tule and cattails shall be cut down to 3 to 4 inches above the ground surface. The clippings shall be loaded by hand and hauled from the drainage swale to the Retention Basin where the vegetation will dry out. Once dry, the vegetation shall be transported to the Newby Island Landfill. It is estimated that initial removal of overgrown vegetation will generate approximately 300 cubic yards of debris. Prior to performance of this work, all necessary permits shall be obtained from environmental regulatory agencies for this vegetation removal, including any required compensation for loss of wetland/riparian vegetation.

HAZ-2.1: Finalize Waste Management Plan for Construction. Prior to Project construction, a final Waste Management Plan shall be prepared and implemented.

This plan shall be submitted to the LEA, CaIRecycle, Regional Water Board, and Action
submit to City evidence
of approval from
SCVWD.

City and Project
Developer to execute an
agreement to reimburse
City for the one-time
costs of removing
vegetation from the
swale (including
compliance with any
permit conditions
requiring onsite actions
to do so) as needed to
restore flood protection
capacity suitable to
support the Project City
to be responsible for
obtaining any necessary
permits and for any
maintenance of the
swale thereafter.

Project Developer to
provide to City final,
approved Waste
Implementing
. Party
Project
Developer
Project
Developer
Mitigation, Monitoring, and Reporting Program
Monitoring
Party
Department of
Public Works
Department of
Public Works
Timing1
outfall or
associated
construction
activity
Agreement
executed prior
to issuance of
grading and
building
permits on
Parcels 1 or 2.

Vegetation
removal
complete prior
to issuance of a
certificate of
occupancy for
the first
building on
Parcels 1 or 2.

Plan approved
by pertinent
agencies must
11 Santa Clara Valley Water District 2006. User Manual: Guidelines & Standards for Land Use Near Streams. A Manual of Tools, Standards, and Procedures to Protect Streams and Streamside Resources in Santa Clara County. Prepared by the Santa Clara Valley Water Resources Protection Collaborative. Originally adopted in August 2005. Revised: July 2006.
12 Outfalls and work within the SCVWD right-of-way are subject to approval and issuance of permit.s by the SCVWD.

City Place Santa Clara Project
Draft Environmental Impact Report 42 June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
BAAQMD for review and approval. Specifically, the final Waste Management Plan shall contain, at a minimum, the following requirements, which are included in the draft Waste Management Plan:
• Waste excavation shall be performed in accordance with a Health and Safety Plan (HASP) designed to minimize impacts from dust, odor, and other nuisances, and assure waste is handled in a safe and environmentally responsible manner. • During waste excavation and relocation, the worksite shall be monitored for dust, odor, or other nuisances in accordance with general landfill construction practices and the HASP.
• At the end of the working day, any exposed waste shall be covered with soil or an alternative material, such as a geosynthetic blanket, (i.e., interim cover). • Odors, should they occur, shall be controlled by application of a deodorant, masking agent, neutralizing agent, or lime, and an interim landfill cover at the end of each working day.
• A "Project Contact" shall be designated who will be responsible for responding to any local complaints about dust, odors, or other nuisances associated with the waste excavation and regrading operations.
• During excavation activities, excavation areas shall be monitored using a hand-held instrument calibrated to measure combustible gases (including methane), hydrogen sulfide, oxygen, and VOCs.
• No hot work ( e.g., welding) shall be allowed in the vicinity of excavation activities unless methane concentrations are sufficiently below the lower explosive limit of 8 percent. If methane concentrations approach 5 percent, excavation activities shall be stopped until the landfill gas collection system can be modified to reduce the methane concentrations in the excavation area. If methane levels are persistent in areas where earthwork and/ or hot work activities are necessary, inert gases ( e.g., nitrogen) can be introduced into affected subsurface materials to lower oxygen and methane concentrations. By introducing an inert gas into the affected area, methane and oxygen can be displaced to create insufficient oxygen concentrations to support combustion.

HAZ-4.1: Landfill Closure, Monitoring, and Maintenance Plans.13 Prior to issuance of building permits for structures within the area of the Landfill (Parcels 1, 2, 3, and 4), a revised Closure Plan and Post-Closure Maintenance Plan (PCMP) shall be prepared in accordance with t)le regulatory requirements described in 27 CCR Action
Management Plan. City
to verify that final Waste
Management Plan
includes all required
components and all
necessary approvals.

Project Developer to
provide to City for its
review and approval
revised Closure Plan,
Implementing
Party
Project
Developer /City
Mitigation, Monitoring, and Reporting Program
Monitoring
Party
Department of
Public Works
Timing 1
be submitted to
City prior t o
issuance of
demolition,
grading, and
building
permits
Prior to
issuance of
grading or
building
13 To the extent the implementation of this mitigation measure at Parcel 3 is made necessary by, or altered by, the City's park development activities, the City shall be responsible for implementation.

City Place Santa Clara Project
Draft Erwironmental Impact Report 43
June 2016
!CF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
21790-21840 and submitted to the LEA, CalRecycle, and Regional Water Board (as required) for review and approval. In addition, a PCLUP shall be prepared in accordance with the regulatory requirements described in 27 CCR 21190 and submitted to the LEA and Regional Water Board (as required) for review and approval. Collectively, these plans shall incorporate the requirements of Mitigation Measures HAZ-4.2 through 4.6, below. In addition, the Project Developer shall continue to work with the regulatory agencies (Regional Water Board, LEA, or CalRecycle) and ensure the implementation of all elements and measures necessary to mitigate Project-related health risks to residents and commercial workers to a level below the Regional Water Board's cumulative incremental cancer risk threshold of lE-06 and hazard index (HI) (i.e., adverse non-cancer risk) of 1.0 established for the Project are implemented.

HAZ-4.2: Landfill Gas Collection and Removal System.14 During Project construction, the existing landfill gas collection and removal system (i.e., wells and conveyance lines) shall be systematically abandoned and replaced in conjunction with the phased Project site development while complying with applicable regulatory requirements that govern the performance of these systems. The new system shall be I
designed to effectively draw landfill gases (e.g., methane, hydrogen sulfide, and volatile COPCs) away from building sub-slab areas.

The system design shall be submitted to the City for review and approval, taking into account an evaluation of the following criteria: effective vacuum influence (based on Action
Post-Closure
Maintenance Plan and
Post Closure Land Use
Plan that include
evidence that health
risks can be mitigated to
identified levels and
contain all elements of
HAZ 4.2 through 4.6. City
to submit these Plans to
the Regional Water
Board, LEA, and
CalRecycle for their
approval. City and
Project
Developer /Master
Owner Association to
implement the actions
required by these Plans
in accordance with the
allocation of
responsibilities set forth
in the Landfill O&M
Agreement attached to
the DDA.

Project Developer to
submit to City system
design for review and
approval. City to submit
system design to the
Regional Water Board,
LEA, and/ or CalRecycle
for their approval, as
required by the relevant
Mitigation, Monitoring, and Reporting Program
Implementing Monitoring Timing 1
Party Party
permits within
the area of the
Landfill
(Parcels 1, 2, 3,
and4)
Project Department of Prior to the
Developer /City Public Works issuance of
grading or
building
permits within
the area of the
Landfill
(Parcels 1, 2, 3,
and4)
14 To the extent the implementation of this mitigation measure at Parcel 3 is made necessary by, or altered by, the City's park development activities, the City shall be responsible for implementation.

City Place Santa Clara Project
Draft Environmental Impact Report 44 June 2016 ICF 00333.14 City of Santa Clara
Mitigation and Avoidance Measures
pilot testing and pneumatic modeling), vacuum distribution control, oxygen management (for subsurface fire prevention), ease of maintenance, well location, effect of landfill settlement, mitigation of vapor intrusion risk, and the proposed development on the Project site. The system design shall incorporate temperatureand corrosion-resistant materials. The landfill gas collection and removal system shall be designed, operated, and maintained to control excessive gas concentrations as specified in 27 CCR 20939. The monitoring oflandfill gases is described under Mitigation Measures HAZ-4.4, below.

HAZ-4.3: LandfiJI Gas Protection Systems.15 During Project construction, landfill gas protection systems shall be constructed beneath the sub-slabs of structures located on Parcels 1, 2, 3, and 4 to remove landfill gases ( e.g., methane, hydrogen sulfide, and volatile CO PCs) that could otherwise accumulate and/or migrate through the sub-slab. The systems may include active gas coUection or passive ventilation mechanisms and shall meet the minimum design requirements described in 2 7 CCR 21190. The landfill gas protection systems shall be designed, operated, and maintained to control excessive gas concentrations as specified in 2 7 CCR 20939. The monitoring of landfill gases is described under Mitigation Measures HAZ-4.4, below.

HAZ-4.4: Landfill Gas Monitoring and Control System Maintenance.16 During Project construction and operation on Parcels 1-4, a landfill gas monitoring and control program shall be implemented in accordance with 27 CCR 20921-20939. The gas monitoring network shall be designed by a registered civil engineer or a certified engineering geologist and shall ensure detection of the presence of landfill gas migrating beyond the disposal site permitted facility boundary and also into on-site structures. The monitoring network design shall include provisions for monitoring all structures on the Project site, including but not limited to, buildings, large subsurface vaults, or any other areas where potential landfill gas buildup may cause adverse Action
regulations and
approved plans. City to
operate and maintain
the system in
accordance with the
allocation of
responsibilities set
forth in the Landfill
O&M Agreement
attached to the DDA.

Project Developer to
provide plans to City for
review and approval and
"as built" drawings to
City once work is
complete. System will be
operated by Project
Developer until a Master
Owners Association is
formed, after with
system will be operated
by Master Owners
Association ..

Project Developer to
provide landfill gas
monitoring network
plans and Operations
and Maintenance Plan to
City for review and
approval. City to submit
these Plans to the
Regional Water Board,
Implementing
Party
Project
Developer /Mas
terOwner
Association
Project
Developer/
Master Owners
Association /
City
Mitigation, Monitoring, and Reporting Program
Monitoring
Party
Department of
Public Works
Department of
Public Works
Timing 1
Prior to
· issuance of
building
permits for
Parcels 1, 2, 3,
and 4, with "as
built" drawings
submitted prior
to any
certificates of
occupancy on
such sites
Prior to
issuance of
grading and
building
permits for
Parcels 1, 2, 3,
and4
15 To the extent the implementation of this mitigation measure at Parcel 3 is made necessary by, or altered by, the City's park development activities, the City shall be responsible for implementation.
16 To the extent the implementation of this mitigation measure at Parcel 3 is made necessary by, or altered by, the City's park development activities, the City shall be responsible for implementation.

City Place Santa Clara Project
Draft Environmental Impact Report 45 June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
impacts on the public health or safety or the environment. Methods for monitoring on-site structures may include, but are not limited to: periodic monitoring, utilizing either permanently installed monitoring probes or gas surveys, and continuous monitoring systems. A methane monitoring system shall be installed inside all buildings on the Project site. If methane gas concentrations exceed a threshold of 1.25 percent by volume in air, as described under 27 CCR 20921, the methane monitoring system shall automatically alert the Santa Clara Fire Department, who shall assess the methane conditions and, if necessary, trigger an audible fire alarm to initiate a building evacuation. In the event of an evacuation, the building shall not be reoccupied until the Santa Clara Fire Department has confirmed and approved by that: (1) concentrations of methane meet the applicable compliance requirements and (2) the landfill gas monitoring and control system is operating in a manner that ensures adequate control of methane/vapor intrusion.

The landfill gas control system shall be operated and maintained to control excessive gas concentrations as specified in 27 CCR 20939. This includes operating the landfill gas control system in such a manner as to satisfy the following requirements specified in 27 CCR 20921(a):
• The concentration of methane gas must not exceed 1.25 percent by volume in air within any portion of any on-site structures;
• The concentration of methane gas migrating from the disposal site must not exceed 5 percent by volume in air at the disposal site permitted facility boundary or an alternative boundary approved in accordance with Section 20925; and • Trace gases shall be controlled to prevent adverse acute and chronic exposure to toxic and/or carcinogenic compounds that could result in a health risk exceedance of the Regional Water Board's cumulative incremental cancer risk threshold of lE06 and HI (i.e., adverse non-cancer risk) of 1.0 established for the Project.

In the event of an earthquake or other event that could cause a rupture or leak from overlying stormwater treatment measures (i.e., planters, vegetated areas), the landfill gas venting pipes shall be inspected at access ports within 24 hours of the event for leaks, ruptures, or any other conditions. Access ports shall be installed at select locations, to provide fu)I coverage of the system based on system design and access constraints, within the venting layer to monitor for the presence of, and removal of, I
water that might flood the system in the event that water leaks from collection systems above the landfill gas mitigation system. This system would help prevent the water from further migrating into the underlying landfill gas mitigation system. The access ports will allow for use of portable moisture sensing devises to periodically monitor for moisture in the event that a leak is suspected. The access ports shall also be designed to allow for pumping of water from the interstitial space in the event that City Place Santa Clara Project
Draft Environmental Impact Report 46
Action
LEA, and/or Ca!Recycle
for their approval, as
required by relevant
regulations and
approved plans. City
and Project Developer/
Master Owners
Association to
implement the actions
required by these Plans
in accordance with the
allocation of
responsibilities set
forth in the Landfill
O&M Agreement
attached to the DDA.

Implementing
Party
Mitigation, Monit oring, and Reporting Program
Monitoring
Party Timing 1
June 2016
!CF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
water is detected.

In addition to the monitoring and control of excessive gas concentrations to protect public health and safety and the environment, as specified in 27 CCR 20939, the landfill gas monitoring and control program shall incorporate the monitoring and control requirements for preventing subsurface fires that are described under Mitigation Measure HAZ-9.1, below.

HAZ-4.5: Building Restrictions. The Project shall prohibit the construction of enclosed basements located over refuse on Parcels 1, 2, 3, and 4 to minimize the risk of landfill gas accumulation. Over ·the landfill area, the Project shall also limit residential construction to only Parcel 4 areas located over open-air podium level garages or over at least one level of enclosed commercial space to mitigate vapor intrusion effects by increasing the free flow and exchange of air beneath the residences.

HAZ-4.6: Landfill Hazards Disclosure. Information about the existing subsurface hazardous materials conditions and the ongoing mitigation and monitoring requirements described in the PCLUP shall be included in all ground leases and space leases for space located over the Landfill. The text to be inserted shall be subject to review and approval by City.

HAZ-5.1: P.hase II Site Investigation. Prior to Project construction, a Phase II Site Investigation shall be performed on Parcel 5 and the tennis courts located in the southwest portion of Parcel 4 to (1) delineate the extent of soil, soil gas, and potential groundwater contamination on the site and (2) assess potential health risks posed to construction workers and future site users. The Phase II Site Investigation shall be conducted and evaluated by a licensed professional prior to construction and earthwork activities. The findings of the Phase II Site Investigation shall be submitted to the appropriate regulatory agency to the extent required by applicable law. The Project Developer shall conduct any additional investigation and/or risk assessment and/ or implement any remedial or risk mitigation measures required by the regulatory agency.

HAZ-5.2: Soil and Groundwater Management Plan. Construction on Parcel 5 and the tennis courts located in the southwest portion of Parcel 4 shall be conducted under a site-specific Soil and Groundwater Management Plan (SGMP) to protect construction workers, the general public, and the environment from hazardous materials identified in the Phase II Site Investigation (see Mitigation Measure HAZ-5.1) and potential undocumented sources of such materials. The SGMP shall delineate specific soil and groundwater management and disposal procedures, City Place Santa Clara Project
Draft Environmental Impact Report 47
Action
Project Developer to
submit final detailed
design plans for review
and approval by City.

Project Developer and
City to include language
in ground and tenant
leases for space located
over the landfill.

If additional remedial or
risk mitigation measures
are needed, Project
Developer to submit
plans to City for review
and approval.

City to review and
approve a Soil and
Groundwater
Management Plan
pertaining to Parcel 5
and the portion of Parcel
4 beneath the existing
Implementing
Party
Project
Developer
Project
Developer /City
Project
Developer
Project
Developer
Mitigation, Monit oring, and Reporting Program
Monitoring
Party
Department of
Public Works
Department of
Public Works
Department of
Public Works
Department of
Public Works
Timing 1
Concurrent
with building
permit
application
Prior to
execution of
ground or
tenant leases
Prior to
issuance of
grading and
building
permits for
Parcel 5 and
the portion of
Parcel 4
beneath the
existing tennis
courts.

Prior to
issuance of
grading and
building
permits for
Parcel 5 and
the portion of
June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
I
construction worker health and safety requirements, and contingency measures in case unknown contamination is encountered during construction. The SGMP shall incorporate the soil and groundwater analytical data from the Phase II Site Investigation to ensure that soil and groundwater are stored, managed, and disposed ofin a manner protective of human health and the environment, and in accordance with applicable laws and regulations. The SGMP shall specifically include the following:
• Procedures for evaluating, handling, storing, testing, and disposing of known soil and groundwater contamination identified during the Phase II Site Investigation during Project excavation and dewatering activities, respectively; • Procedures for identifying, testing, and managing soil and groundwater suspected of containing hazardous materials (if any) that have not previously been identified at the site;
• Descriptions of required worker health and safety provisions for all workers potentially exposed to hazardous materials in accordance with State and federal worker safety regulations; and
• Identification of personnel responsible for implementation of the SGMP.

HAZ-5.3: Implement Measures Included in CCR Title 27, Section 21190(g).

Consistent with the Project Developer's voluntary commitment, in order to mitigate gas migration into structures located within 1,000 feet oflandfill, the City (as owner and operator of the landfill) and the Project Developer shall implement the following measures identified in Title 2 7, Section 21190 (g), with respect to development on Parcel S and the southwest portion of Parcel 4:
(1) a geomembrane or equivalent system with low permeability to landfill gas shall be installed between the concrete floor slab of the building and subgrade; (2) a permeable layer of open graded material of clean aggregate with a minimum thickness of 12 inches shall be installed between the geomembrane and the subgrade or slab;
(3) a geotextile filter shall be utilized to prevent the introduction of fines iuto the permeable layer;
(4) perforated venting pipes shall be installed within the permeable layer, and shall be designed to operate without clogging;
(5) the venting pipe shall be constructed with the ability to be connected to an induced draft exhaust system;
(6) automatic methane gas sensors shall be installed within the permeable gas layer, and inside the building to trigger an audible alarm when methane gas City Place Sant a Clara Project
Draft Environmental Impact Report 48
Action
tennis courts.

City to review and
approve detailed
construction plans
including these
measures for Parcel S
and the areas of Parcel 4
beneath the existing
tennis courts. Project
Developer shall submit
quarterly reports that
report methane gas
levels for review by City.

Implementing
Party
Project
Developer
Mitigation, Monitoring, and Repo rting Program
Monitoring
Party
Department of
Public Works
Timing 1
Parcel 4
beneath the
existing tennis
courts
Prior to
issuance of
building
permits for
Parcel 5 and
the areas of
Parcel 4
beneath the
existing tennis
courts;
quarterly
monitoring
June 2016
ICF 00333,14
City of Santa Clara
Mitigation and Avoidance Measures
concentrations are detected; and
(7) periodic methane gas monitoring shall be conducted inside all buildings and underground utilities in accordance with Article 6, of Subchapter 4 of this chapter (section 20920 et seq.). At a minimum, quarterly monitoring is required, but more frequent monitoring may be required by LEA (Subchapter 4, section 20933(a)).

HAZ-6.1: Finalize Draft Technical Memorandum: Leachate Collection and Removal System.17 Prior to Project construction, a final Technical Memorandum:

Leachate Collection and Removal System shall be prepared and implemented as part of the PCLUP. The technical memorandum shall be submitted to the LEA for review and approval and to CalRecycle and the Regional Water Board for review and comment Specifically, the final technical memorandum shall contain, at a minimum, the following requirements:
• During the construction phase of Parcel 3, the existing leachate collection and removal system (LCRS) risers LR-1 and LR-4 shall be protected and preserved during construction by flagging the well head locations, extending the risers, and installing a bollard around each riser.
• If LR-1 or LR-4 are damaged during construction, repairs and modifications shall be completed promptly.
• LR-1 and LR-4 shall be supported and anchored to prevent potential settlement over time and finished to grade at the end of excavation and/or completion of construction.
• Ongoing operation and maintenance of the leachate recovery system shall continue during and after Project construction. The LCRS monitoring shall continue in accordance with the Regional Water Board's WDR Order No. R2-2002-0008 for the site, which shall be revised to consider the proposed development and modifications to the landfill systems.

HAZ-9.1: Subsurface Fire Prevention, Detection, and Response Plan.18 Prior to construction, a Subsurface Fire Prevention, Detection, and Response Plan shall be prepared that describes how subsurface heating conditions above the landfill will be monitored, prevented, and suppressed. The plan, which may be included as part of a Action
Project Developer to
submit to City for its
review and approval a
Leachate Collection and
Removal System
Technical Memorandum.

City to submit to LEA for
review and approval and
to CalRecycle and the
Regional Water Board
for review and comment
As part of the PCLUPCity
to operate and maintain
the leachate recovery
system in accordance
with the allocation of
responsibilities set
forth in the Landfill
O&M Agreement
attached to the DOA.

Project Developer to
submit to City a
Subsurface Fire
Prevention, Detection,
Implementing
Party
Project
Developer /City
Project
Developer
Mitigation, Monitoring, and Reporting Program
Monitoring
Party
Department of
Public Works
Department of
Public Works
Timing 1
Submittal of
Memo: Prior to
issuance of
grading or
construction
permits for
Parcels 1 and 3.

Submittal of
Plan prior to
issuance of
grading or
17 To the extent the implementation of this mitigation measure at Parcel 3 is made necessary by, or altered by, the City's park development activities, the City shall be responsible for implementation.
18 To the extent the implementation of this mitigation measure at Parcel 3 is made necessary by, or altered by, the City's park development activities, the City shall be responsible for implementation. ·
City Place Santa Clara Project
Draft Environmental Impact Report 49 June 2016
ICF 00333.14
City of Sant a Clara
Mitigation and Avoidance Measures
larger planning document, shall identify responsible parties and schedules for implementing the measures described in the plan. The Project Developer shall submit the plan to the LEA, CalRecycle, and the Santa Clara Fire Department (SCFD) for review and comment. Responses to comments shall be incorporated into a final Subsurface Fire Prevention, Detection, and Response Plan from the regulatory agencies. The plan shall also incorporate the prevention, detection, and response actions described under Mitigations HAZ-9.2 and HAZ-9.3, below, unless alternative actions are approved by LEA, Cal Recycle, and SCFD. The final plan shall be implemented during Project construction and operation.

HAZ-9.2: Subsurface Fire Prevention and Detection Measures. 19 The following measures may be included in whole, or in part, in the Subsurface Fire Prevention, Detection, and Response Plan, as required by the LEA, CalRecycle, and SCFD. In addition, these agencies may require additional measures.

The landfill gas collection system shall be monitored and maintained to minimize the intrusion of oxygen (i.e., air) into the landfill and prevent the overheating of waste due to aerobic decomposition. In accordance with BAAQMD monitoring requirements (Regulation 8-34), the gauge pressure, nitrogen or oxygen concentration, and temperature oflandfill gas within each extraction wellhead shall be monitored once a month and evaluated to ensure the system is not overdrawing air into the landfill. The nitrogen and oxygen concentrations may be measured using a calibrated portable instrument. The landfill gas measured at each extraction well head must meet the following monitoring threshold requirements:
• Nitrogen concentrations less than 20 percent or oxygen levels less than 5 percent; and
• Maximum t emperature of 140 degrees Fahrenheit.

The nitrogen and oxygen thresholds shall be used to indicate if the gas collection system is overdrawing and causing excessive ambient air infiltration into the landfill through its surface and sides. An exceedance of the maximum temperature threshold shall indicate that a subsurface fire may exist. Other evidence of a potential subsurface fire shall include the following:
• Observations of rapid settlement over a short period of time; • Smoke or smoldering odor emanating from the gas extraction system or landfill; or • Combustion residue in extraction wells and/or headers.

Action
and Response Plan that
has been reviewed and
commented on by
relevant agencies. The
Plan shall be
implemented consistent
with the Landfill
Operations and
Maintenance Agreement
Project Developer to
integrate these
measures into the
Subsurface Fire
Prevention, Detection,
and Response Plan as
requested by relevant
agencies.

Implementing
Party
Project
Developer
Mitigation, Monitoring, and Reporting Program
Monitoring
Party
Department of
Public Works
Timing 1
construction
permits for
Parcels 1, 2, 3,
and 4.
lmplementatio
n during
Project
construction
and operation
Submittal of
Plan: Prior to
issuance of
grading or
construction
permits for
Parcels 1, 2, 3,
and 4.

Implementatio
n during
Project
construction
and operation
19 To the extent the implementation of this mitigation measure at Parcel 3 is made necessary by, or altered by, the City's park development activities, the City shall be responsible for implementation.

City Place Santa Cla ra Project
Draft Environmenta l Impa ct Report so June 2016
!CF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
The landfill gas collection system shall be adjusted to reduce well extraction rates (if necessary) to ensure the monitoring thresholds for nitrogen/oxygen and temperature are not exceeded, while continuing to ensure the control of other excessive gas concentrations in the landfill (e.g., methane and trace gases) as specified in 27 CCR 20939. In the event that one or both of the monitoring thresholds are exceeded or other evidence of a potential subsurface fire is observed, then gas samples shall be collected from the extraction wells in the affected area and submitted to a certified laboratory for analysis of nitrogen, oxygen, and carbon monoxide. Analytical results for nitrogen and oxygen that exceed the monitoring thresholds shall be used as confirmation that an aerobic environment is present Analytical results for carbon monoxide that exceed 1,000 parts per million shall be used as confirmation that a subsurface fire exists.

HAZ-9.3: Subsurface Fire Suppression. If a subsurface fire condition has been confirmed (i.e., carbon monoxide level exceed 1,000 parts per million), the LEA, Ca!Recycle, and SCFD shall be notified immediately. The extraction wells surrounding the subsurface fire shall be shut down temporarily to reduce oxygen levels. The extraction wells shall then be returned to active use in stages in conjunction with monitoring to determine if the subsurface fire has been suppressed. If shutting down the extraction wells does not suppress the fire and/or results in the excess accumulation of methane and other trace gases beneath structures, then the LEA, CalRecycle, and SCFD shall consider injecting a Class A foam or wetting agent or liquid carbon dioxide (which also has the added benefit of rapidly cooling the refuse/fill) into the affected area. Large amounts of water shall not be used, because water can exacerbate the fire potential, generate contaminated runoff, increase leachate, and cause slope failure.

UT-3.1: Make a Fair-Share Contribution to Upgrading the Rabello and Northside Pump Station System's Capacity. The City will conduct detailed engineering study and analysis to determine the precise size and timing needed for the required pump station capacity upgrades to address overcapacity due to projected cumulative development The City will implement the required capacity upgrades and the Developer will fund its fair share of such upgrades. The City shall determine the fairshare cost contribution for the Project based on the Project's percent of wastewater flow cumulative capacity needs above the current pump capacity (based on conceptual planning to date, that fair share is estimated as 2 7 percent of 2035 cumulative overcapacity amount). The City may require the Developer to fund the design and construction of the conveyance capacity upgrades to the Rabello and City Place Santa Clara Project
Draft Environmental Impact Report 51
Action
City to ensure that SCFD
is aware of and trained
on protocols. Project
Developer and/ or City to
notify agencies if a
subsurface fire condition
is confirmed and to
implement subsurface
fire suppression
measures.

Conduct a detailed
engineering study and
analysis to determine
the precise size and
timing needed for the
required pump station
capacity upgrades to
address overcapacity
due to projected
cumulative
development Project
Implementing
Party
Project
Developer/
City
Department of
Public Works
Mitigation, Monitoring, and Reporting Program
Monitoring
Party
City Planning
& Inspection;
SCFD
City Planning
& Inspection
Timing 1
Prior to
operation of
Project over
landfill areas
for SCFD
protocols. After
confirmation of
a subsurface
fire conditi~n
asto agency
notification
Conduct study
prior to
construction of
Phase 2 of the
Project, fund
prior to
issuance of first
building permit
for Phase 2 of
the Project or
later as
June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
N orthside Sanitary Sewer Pump Stations concurrent with construction of Phase 2 of the Project; the pump station upgrades would be designed to address overcapacity due to projected cumulative development If the Developer is required to fund pump station upgrade costs, with the exception of costs attributable to the Project's fair share contribution to the upgrade, the City would reimburse the Developer for the design and construction costs through first ( a) refunding the Project's Sanitary Sewer Conveyance Fees already paid by Developer or crediting those fees when due and (b) providing to Developer Sanitary Sewer Conveyance Fees collected from developers of projects that would use the Rabello and Northside Sanitary Sewer Pump Stations.

City Place Santa Clara Project
Draft Environmental Impact Report 52
Action
Developer to contribute
fair-share, and
potentially front costs of
full upgrade.

Implementing
Party
Mitigation, Monitoring, and Reporting Program
Monitoring
Party Timing 1
otherwise
determined
necessary by
City; if
Developer to
fund full pump
station upgrade
costs,
Developer and
City enter
funding and
reimbursement
agreement
prior to
upgrade
June 2016
ICF 00333.14

MITIGATION MONITORING & REPORTING PROGRAM
City Place Santa Clara Project - Secondary Impacts for Intersection Improvements Planning/CEQA File# PLN2014-10554/CEQ2014-01180
State Clearinghouse# 2014072078
Mitigation and Avoidance Measures
IM-TRA-1: Prepare and Implement a Construction Traffic Control Plan. Prior to issuance of grading permits, the construction contractor will develop the traffic control plan in accordance with the appropriate jurisdiction's policies and submit for approval. The plan will be implemented throughout the course of construction and may include, but will not be limited to, the following elements. • Limit truck access to the intersection during peak commute times (7:00 a.m. to 9:00 a.m. and 4:00 p.m. to 6:00 pm.).
• Require that written notification be provided to contractors regarding appropriate routes to and from the intersection, and the weight and speed limits on local roads used to access the intersection.
• Provide access for emergency vehicles at all times.
• Provide adequate parking for construction employees, site visitors, and inspectors as feasible.
• Maintain bicycle and pedestrian access and circulation during Project construction where safe to do so. If construction encroaches on a bike lane, warning signs will be posted that indicate bicycles and vehicles are sharing the roadway. If construction encroaches on a sidewalk, a safe detour will be provided for pedestrians at the nearest crosswalk.
• Require traffic controls in the vicinity of the intersection, including flagpersons with brigbt orange or red vests and using a "Stop/Slow" paddle to control oncoming traffic.
• Post standard construction warning signs in advance of the construction area and at any intersection that provides access to the construction area. • Repair or restore the road right-of-way to its original condition or better upon completion of the work. · . •.r , 1
IM-AQ-1: Implement Measures to Reduce Construction-Related Dust Emissions.

The Project Developer shall require all construction contractors to implement the specific construction mitigation measures below to reduce fugitive dust. Emissions reduction measures shall include, at a minimum, the measures below. Alternative City Place Santa Clara Project
Draft Environmental Impact Report 53
Action
Project Developer to
prepare and submit a
Construction Traffic
Control Plan for the
purpose of managing
traffic and reducing
traffic congestion during
construction. City to
review and approve
Plan.

Project Developer to
provide to City
applicable provisions of
construction contracts
Implementing
Party
Project
Developer/
Project
Contractor
Project
Developer/
Project
Contractor
Monitoring
Party
Department of
Public Works
City Planning
& Inspection
Division
Timing
', ',
Prior to
issuance of
grading and
building
permits
Prior to
issuance of
grading and
building
June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
measures may be identified by the Project Developer or its contractor, as appropriate, provided that they are as effective as the measures below. Alternative measures shall be submitted to the City for approval.
■ All exposed surfaces shall be watered at a frequency adequate to maintain minimum soil moisture of 12 percent. Moisture content can be verified by lab samples or moisture probe. If water infiltration into landfill refuse layers is a concern, non-toxic soil stabilizers may be used instead. • All excavation, grading, and/or demolition activities shall be suspended when average wind speeds exceed 20 mph for a period of 2 hours or more. ■ Windbreaks (e.g., fences) shall be installed on the windward side(s) of actively disturbed areas of construction. Windbreaks shall have at maximum 50 percent air porosity.
• Exposed ground areas that are to be reworked more than 1 month after initial grading should be sown with fast-germinating native grass seed and watered appropriately until vegetation is established. If grass seeding is not feasible, then non-toxic soil stabilizers may be used.
• All construction trucks and equipment, including tires, involved in ground disturbance or transit through loose soil areas shall be washed off prior to leaving the site.
• Site accesses to a distance of 25 feet from the paved road shall be treated with a 6- to 12-inch compacted layer of wood chips, mulch, or gravel. Alternatively, a rumble plate may be used in place of chips, mulch, or gravel.
• Sandbags or other erosion control measures shall be installed to prevent silt runoff to public roadways from sites with a slope greater than 1 percent IM-AQ-2: Implement Measures to Reduce Construction-Related Exhaust Emissions. The Project Developer shall require all construction contractors to implement the specific constructio'n mitigation measures below to reduce equipment exhaust emissions. Emission reduction measures shall include, at a minimum, the measures below. Alternative measures may be identified by the Project Developer or its contractor, as appropriate, provided that they are as effective as the measures below. Alternative measures shall be submitted to the City for approval. • Idling time of diesel powered construction equipment shall be limited to 2 minutes. • Ensure that all off-road diesel-powered equipment used during construction between 2017 and 2022 is equipped with U.S. Environmental Protection Agency (EPA) Tier 3 or cleaner engines, except for specialized construction equipment for which an EPA Tier 3 engine is not available. Consistent with advancements of the statewide fleet average, the Project Developer shall ensure that all off-road dieselCity Place Santa Clara Project Draft Environmental Impact Report 54
Action
specifying construction
mitigation measures to
reduce constructionrelated dust emissions.

Project Developer to
provide to City
applicable provisions of
construction contracts
construction mitigation
measures to reduce
construction-related
exhaust emissions.

Mitigation, Monit oring, and Reporting Program
Secondary Impacts for Intersection Improvements
Implementing
Party
Project
Developer/
Project
Contractor
Monitoring
Party
City Planning
& Inspection
Division
Timing
permits
Prior to
issuance of
grading and
building
permits
June 2016
!CF 00333.14
Oty of Santa Clara
Mitigation and Avoidance Measures
powered equipment used during construction between 2023 and 2030 is equipped with EPA Tier 4 engines. This requirement will ensure construction equipment remains cleaner than the fleet-wide average.
• Ensure that all on-road heavy-duty diesel trucks with a gross vehicle weight rating (GVWR) of 19,500 pounds or greater used at the Project site comply with EPA 2007 on-road emissions standards for particulate matter of 10 micrometers or less (PMlO) and nitrogen oxides (NOx) (0.01 grams per brake horsepower-hour [g/bhphr] and 0.20 g/bhp-hr, respectively). • Notwithstanding the above requirements, all construction equipment, diesel trucks, and generators shall meet the California Air Resources Board's most recent certification standard for off-road heavy-duty diesel engines and shall employ Best Available Control Technology for reductions in NOx and particulate matter (PM) emissions if more stringent than the requirements above.

IM-GHG-1: Utilize Alternative Fuels during Construction. Require construction contractors to use alternative fuels in at least 30 percent of the construction equipment that uses diesel fuel. Alternative fuels may include electricity, compressed natural gas (CNG), biodiesel (B-20), or renewable diesel, such as diesel highperformance renewable (HPR).

CULTORALRESOURGES/: >: I
' . .. ::~·,; :··
IM-CR-1: Conduct Cultural Resource Investigations and Protect and Recover Significant Resources. The Lead Agency shall conduct a cultural resource investigation that includes a background records search (including a search of records from Sonoma State and historical societies, contact with Native American representatives identified by the Native American Heritage Commission (NAHC), and site pedestrian surveys) for the areas of ground disturbance from each roadway improvement. If significant known or suspected sites are discovered within the Project footprint and would be disturbed by the Project, then a cultural resource treatment plan shall be prepared, defining Project monitoring and resource recovery and curation requirements concerning any encountered cultural resources.

IM-CR-2: Stop Work if Cultural Resources Are Encountered during GroundDisturbing Activities. In the event that cultural resources are encountered during ground-disturbing activities, all work within proximity of the find shall temporarily halt so that the archaeological monitor can examine the find and document its provenience and nature (e.g., with drawings, photographs, written descriptions). The City Place Santa Clara Project
Draft Environmental Impact Report 55
Action
Project Developer to
provide to City
applicable provisions of
construction contracts
requiring adequate use
of alternative fuels.

Lead Agency to conduct
a cultural resource
investigation that
includes a background
records search during
ground disturbance. If
necess;i.ry, Lead Agency
to prepare and execute
cultural resource
treatment plan.

Archaeological monitor
(retained by the Project
Developer), as
necessary, and in
consultation with the
.,,;.i . .•
Mitigation, Monitoring, and Reporting Program
Secondary Impacts for Intersection Improvements
Implementing
Party
Project
Developer/
Project
Contractor
" . • I
Monitoring
Party
City Planning
& Inspection
Division
Timing
Prior to
issuance of
grading and
building
permits
; ·q i-!-•·.,
,, ; ! . 1, I
1,1,,-,'-,,:••
City Planning &
Inspection
Division
Project
Developer/
Qualified
Archaeologist
City Planning
& Inspection
Division
City Planning
& Inspection
Division
Prior to
issuance of
grading and
building
permits
During
construction
if cultural
resources
are
June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
archaeological monitor shall then direct that the work proceed if the find is deemed to be insignificant, continue elsewhere, or cease until adequate mitigation measures are adopted. If the find is determined to be potentially significant, the archaeologist, in consultation with the appropriate jurisdiction, shall develop a treatment plan, which could include site avoidance, capping, or data recovery. If data recovery is determined to be appropriate, excavation shall target recovery of an appropriate amount of information from archaeological deposits to determine the potential of the resource to address specific research questions. If it occurs, data recovery shall emphasize the understanding of the archaeological deposit's structure, including features and stratification, horizontal and vertical extent, and content, including the nature and quantity of artifacts.

IM-CR-3: Stop Work if Human Remains Are Encountered during GroundDisturbing Activities. If human remains are discovered (in either an archaeological or construction context), all work within proximity of the remains shall stop so that the archaeological monitor can examine the remains. The County Coroner shall be notified to make a determination as to whether the remains are of Native American origin. If the remains are determined to be Native American, the coroner shall notify the NAHC immediately. The NAHC shall notify those persons it believes are most likely descended from the deceased Native American. Once the NAHC identifies the most likely descendants, the descendants will make recommendations regarding proper burial, which will be implemented in accordance with Section 15064.S(e) of the State CEQA Guidelines.
!i[j~!f\~f~~~•\1:ji' ... IM-B10-1: Replace Removed Trees. The Project Developer shall replace all trees removed as part of the intersection improvements in accordance with the tree preservation policies or ordinances of the jurisdiction in which the improvements are constructed.

IM-B10-2: Preconstruction Surveys. For all intersections that have trees within the intersection footprint or that will remove trees, the Project Developer and its contractors shall avoid conducting vegetation removal during the migratory bird nesting season (February 1-August 31), iffeasible. If construction activities must commence during the migratory bird nesting season, the Project Developer shall retain a qualified wildlife biologist to conduct a survey for nests of migratory birds.

City Place Santa Clara Project
Draft Environmental Impact Report 56
Action
City, develop a
Treatment Plan.

Project Developer to
submit to City applicable
provisions of
construction contracts
including applicable
requirements.

Project Developer to
provide to City report
documenting plans to
replace all trees
removed as part of the
intersection
improvements.

Project Developer to
provide to City
provisions of
construction contracts
including pertinent
requirements. If
Mitigation, Monitoring, and Reporting Program
Secondary Im pacts for Intersection Improvements
Implementing
Party
Project
Developer/
Project
Contractor
Project
Developer
Project
Developer/
Project
Contractor/
Qualified
wildlife
Monitoring
Party
County
Coroner/
NAHC
City Planning
& Inspection
Division
City Planning
& Inspection
Division
Timing
encountered
Prior to
issuance of
grading and
building
permits.

Prior to
issuance of
grading and
building
permits
Prior to
issuance of
grading and
building
permits for
biologist and
June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
Surveys for nesting migratory birds shall occur within 3 days prior to the commencement of ground disturbance and vegetation removal.

If an active nest is discovered, a no-disturbance buffer zone around the nest tree or shrub ( or, for ground-nesting species, the nest itself) shall be established. The nodisturbance zone shall be marked with flagging or fencing that is easily identified by the construction crew and shall not affect the nesting bird or attract predators to the nest location. In general, the minimum buffer zone widths shall be as follows: SO feet (radius) for non-raptor ground-nesting species, SO feet (radius) for non-raptor shruband tree-nesting species, and 300 feet (radius) for raptor species. Buffer widths may be modified based on discussion with the California Department of Fish and Wildlife (CDFW). Buffers shall remain in place as long as the nest is active or young remain in the area and are dependent on the nest If a burrowing owl nest is identified during preconstruction surveys, no-activity buffers will adhere to the recommendations in the 2012 California Department ofFish and Game Staff Report on Burrowing Owl Mitigation.

IM-BI0-3: Site-Specific Surveys and Species/Habitat Avoidance, Minimization, and Compensation Measures. For intersections with the potential to have sensitive habitats, the Project Developer, in consultation with a qualified biologist, shall conduct site-specific surveys for special-status species, sensitive habitats, wetlands and waters of the United States, and nesting birds. If found, the Project Developer and its contractor shall implement avoidance and minimization measures, where feasible.

Where avoidance is not possible, the Project Developer shall compensate for lost habitat at a minimum 1:1 basis. Compensation for lost habitat will be determined in consultation with CDFW/U.S. Fish and Wildlife Service (USFWS), as appropriate. The Project Developer shall obtain all required permits from the U.S. Army Corps of Engineers (USACE), the Regional Water Quality Control Board, and CDFW, and USFWS, as appropriate. The Project Developer shall provide buffer fencing and species relocation, as necessary, if permitted by CDFW /USFWS. Additionally, if special-status species or habitats are identified during the site-specific surveys, a Worker Environmental Awareness Training Program for construction personnel will be conducted by a qualified biologist retained by the Project Developer. The program will provide workers with information on their responsibilities with regard to the special-status species. The training will provide a physical description of the specialstatus species that have potential to occur and be affected by construction activities to each construction crew prior to the initiation of the crew's construction activities. The worker awareness training will also detail each species' habitat and legal protections, a photo of relevant species, and contact information for the primary biologist.

City Place Santa Clara Project
Draft Environmental Impact Report 57
Action
construction occurs in
the nesting season,
Project Developer to
submit to City
agreement with
qualified wildlife
biologist requiring
surveys and protective
measures.

Project Developer to
conduct site-specific
surveys for specialstatus species, sensitive
habitats, wetlands and
waters of the United
States, and nesting birds
and provide to City for
review and approval. If
special status species are
found, Project Developer
to submit
documentation to City
detailing protective
measures for review and
approval.

Mitigation, Monitoring, and Reporting P,rogram
Secondary Impacts for Intersection Improvements
Implementing
Party
biologist
Project
Developer/
Qualified
biologist
Monitoring
Party
City Planning
& Inspection
Division
Timing
construction
contracts;
prior to
commencem
entof
grading for
biologist
agreements;
and prior to
ground
disturbance
for surveys
Prior to
issuance of
grading and
building
permits
June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
I
;!'• , ·i I t , 1 j, '1'1 ,.;i-...: \j 1 . , · ,.., :·: ·•·• ' .JGEOLOGiY,Am>1s01~·.,;1.r,1
· 1
1,: _. :·1 ! l //· i-1,L, i "I I I I )) ' ! 1
1,, i 1 •' I i 'i
IM-GE0-1: Prepare a Geotechnical Investigation. Prior to construction of any intersection improvement that requires retaining walls ( or disturbance of existing retaining wall), disturbance or placement of fill, substantial excavation below grade, establishment of new slopes, and/or placement of new structures above or below grade, the Project Developer shall prepare a geotechnical investigation to evaluate the potential for geologic, seismic, and soil risks. The geotechnical investigation shall include recommendations to abate any potential risks. If risks are identified, the Project Developer shall implement the recommendations included in the geotechnical investigation.

IM-WQ-1: Prepare a Hydrology and Water Quality Technical Report. Prior to construction of any intersection improvement, the Project Developer shall prepare a hydrology and water quality technical report to evaluate the existing drainage and stormwater conditions at the subject intersections. The technical report shall include recommendations for drainage and stormwater controls to minimize impacts related to changes in drainage patterns that would result from the intersection ·improvements. The Project Developer shall be required to implement the report's recommendations.

City Place Santa Clara Project
Draft Environmental Impact Report 58
Action
Project Developer to
provide to City
geotechnical
investigation for review
and approval. City and
Developer to submit
such report to
regulatory agencies and
secure approval as
required. Project
Developer to
incorporate resulting
measures into project
plans.

Project Developer to
provide to City a
hydrology and water
quality technical report
to evaluate the existing
drainage and
stormwater conditions
at the subject
intersections for review
and approval.

M itigation, M onitoring, and Reporting Program
Secondary Impacts for Intersection Improvements
Implementing
Party
Project
Developer /City
Project
Developer
Monitoring
Party
City Planning
and Inspection
Division
City Planning
& Inspection
Division
Timing
Prior to
issuance of
grading and
building
permits
Prior to
issuance of
grading and
building
permits
June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
IM-HAZ-1: Prepare a Phase I Environmental Site Assessment. Prior to construction of any intersection improvement involving ground· disturbance of acquired property, the Project Developer shall conduct a Phase I Environmental Site Assessment Where the potential to encounter hazardous materials or waste is identified, the Project Developer shall prepare and implement a soil/ groundwater handing plan that identifies measures to properly dispose of contaminated materials.

Measures could include worker education and training, as appropriate, and sitespecific controls to avoid risks to workers and adjacent residents or others.

City Place Santa Clara Project
Draft Environmental Impact Report 59
Action
Project Developer to
submit Phase I
Environmental Site
Assessment to City for
review and approval.

Project Developer to
implement soil/
groundwater handling
plan to City for review
and approval.

Mitigation, Monitoring, and Reporting Program
Secondary Impacts for Intersection Improvements
Implementing
Party
Project
Developer
Monitoring
Party
Department of
Public Works
Timing
Prior to
issuance of
grading and
building
permits
June 2016
ICF 00333.14

MITIGATION MONITORING & REPORTING PROGRAM
City Place Santa Clara Project - Secondary Impacts for Soundwalls Planning/CEQAFile # PLN2014-10554/CEQ2014-01180
State Clearinghouse# 2014072078
Mitigation and Avoidance Measures
SW-TRA-1: Prepare and Implement a Construction Traffic Control Plan. Prior to issuance of grading permits, the construction contractor will develop the traffic control plan in accordance with the City's policies and submit for approval. The plan will be implemented throughout the course of construction and may include, but will not be limited to, the following elements:
• Limit truck access to the soundwall site during peak commute times (7:00 a.m. to 9:00 a.m. and 4:00 p.m. to 6:00 p.m.).
• Require that written notification be provided to contractors regarding appropriate routes to and from the soundwall and the weight and speed limits on local roads that would be used to access the soundwall site.
• Provide access for emergency vehicles at all times.
• Provide adequate parking for construction workers, site visitors, and inspectors as feasible.
• Maintaiu bicycle and pedestrian access and circulation during Project construction where safe to do so. If construction encroaches on a bike lane, warning signs will be posted that indicate that bicycles and vehicles are sharing the roadway. If construction encroaches on a sidewalk, a safe detour will be provided for pedestrians at the uearest crosswalk
• Require traffic controls in the vicinity of the soundwall, including flagpersons with bright orange or red vests and using a "Stop/Slow" paddle to control oncoming traffic.
• Post standard construction warning signs in advance of the construction area and at any soundwall that provides access to the construction area. • Repair or restore the road right-of-way to its original condition or better upon completion of the work
SW-AQ-1: Implement Measures to Reduce Construction-Related Dust Emissions.

The Project Developer shall require all construction contractors to implement the specific construction mitigation measures below to reduce fugitive dust. Emission reduction measures shall include, at a miuimum, the measures below. Alternative City Place Santa Clara Project
Oraft Environmental Impact Report 60
Action
Project Developer to
prepare and submit a
Construction Traffic
Control Plan for the
purpose of managing
traffic and reducing
traffic congestion during
construction. City to
review and approve
Plan.

Project Developer to City
applicable provisions of
construction contracts
specifying construction
Implementing
Party
Project
Developer/
Project
Contractor
Project
Developer/
Project
Contractor
Monitoring
Party
Department of
· Public Works
City Planning
& Inspection
Division
Timing
Prior to
grading and
building
permit
issuance.

Prior to
issuance of
grading and
building
June 2016
ICF 00333.14
City of Santa aara
Mitigation and Avoidance Measures
measures may be identified by the Project Developer or its contractor, as appropriate, provided that they are as effective as the measures below. Alternative measures shall be submitted to the City for approval.
• All exposed surfaces shall be watered at a frequency adequate to maintain minimum soil moisture of 12 percent. Moisture content can be verified by lab samples or moisture probe. If water infiltration into landfill r efuse layers is a concern, non-toxic soil stabilizers may be used instead. • All excavation, grading, and/or demolition activities shall be suspended when average wind speeds exceed 20 mph for a period of 2 hours or more. • Windbreaks (e.g., fences) shall be installed on the windward side(s) of actively disturbed areas of construction. Windbreaks shall have at maximum SO percent air porosity.
• Exposed ground areas that are to be reworked more than 1 month after initial grading should be sown with fast-germinating native grass seed and watered appropriately until vegetation is established. If grass seeding is not feasible, then non-toxic soil stabilizers may be used.
• All construction trucks and equipment; including tires, involved in ground disturbance or transit through loose soil areas shall be washed off prior to leaving the site.
• Site accesses to a distance of 25 feet from the paved road shall be treated with a 6- to 12-inch compacted layer of wood chips, mulch, or gravel. Alternatively, a rumble plate may be used in place of chips, mulch, or gravel.
• Sandbags or other erosion control measures shall be installed to prevent silt runoff to public roadways from sites with a slope greater than 1 percent.

SW-AQ-2: Implement Measures to Reduce Construction-Related Exhaust Emissions. The Project Developer shall require all construction contractors to implement the specific construction mitigation measures below to reduce equipment exhaust emissions. Emission reduction measures shall include, at a minimum, the measures below. Alternative measures may be identified by the Project Developer or its contractor, as appropriate, provided that they are as effective as the measures below. Alternative measures shall be submitted to the City for approval. • Idling time of diesel powered construction equipment shall be limited to 2 minutes. • The Project Developer shall ensure that all off-road diesel-powered equipment used during construction between 2017 and 2022 is equipped with U.S.

Environmental Protection Agency (EPA) Tier 3 or cleaner engines, except for specialized construction equipment for which an EPA Tier 3 engine is not available.

Consistent with advancements of the statewide fleet average, the Project Developer City Place Santa Clara Project
Draft Environmental Impact Report 61
Action
mitigation measures to
reduce constructionrelated dust emissions.

Project Developer to
provide to City applicant
provisions of
construction contracts
specifying construction
mitigation measures to
reduce constructionrelate exhaust emissions.

Mitigation, Monitoring, and Reporting Program
Secondary Impacts for Soundwalls
Implementing
Party
Project
Developer/
Project
Contractor
Monitoring
Party
City Planning
& Inspection
Division
Timing
permits
Prior to
issuance of
grading and
building
permits
June 2016
ICf 00333.14
City of Santa aara
Mitigation and Avoidance Measures
shall ensure that all off-road diesel-powered equipment used during construction between 2023 and 2030 is equipped with EPA Tier 4 engines. This requirement will ensure that construction equipment remains cleaner than the fleet-wide average. • The Project Developer shall eusure that all on-road heavy-duty diesel trucks with a gross vehicle weight rating (GVWR) of 19,500 pounds or greater used at the Project site comply with EPA 2007 on-road emissions standards for particulate matter of 10 micrometers or less (PMl0) and nitrogen oxides (NOx) (0.01 grams per brake horsepower-hour [g/bhp-hr] and 0.20 g/bhp-hr, respectively). • Notwithstanrung the above requirements, all construction equipment, ruesel trucks, and generators shall meet the California Air Resources Board's most recent certification standard for off-road heavy-duty diesel engines and shall employ Best .

Available Control Technology for e_mission reductions ofNOx and particulate matter (PM) if more stringent than the requirements above.

SW-CR-1: Conduct Cultural Resource Investigations and. Protect and Recover Significant Resources. The improvement Lead Agency shall conduct a cultural resource investigation of the areas of ground disturbance associated with the soundwall that includes a background records search (including a search of records from Sonoma State and historical societies, contact with Native American representatives identified by the Native American Heritage Commission [NAHC], and site pedestrian surveys) for the areas of ground disturbance from each roadway improvement. If significant known or suspected sites are discovered within the Project footprint and would be disturbed by the Project, then a cultural resource treatment plan shall be prepared, defining Project monitoring and resource recovery and curation requirements concerning any encountered cultural resources.

SW-CR-2: Stop Work if Cultural Resources Are Encountered during GroundDisturbing Activities. In the event that cultural resources are-encountered during ground-disturbing activities, all work within proximity of the find shall temporarily halt so that the archaeological monitor can examine the find and document its provenience and nature (e.g., withdrawings, photographs, written descriptions). The archaeological monitor shall theu direct that the work proceed if the find is deemed to be insignificant, continue elsewhere, or cease until adequate mitigation measures are adopted. If the find is determined to be potentially significant, the archaeologist, in consultation with the appropriate jurisdiction, shall develop a treatment plan, which could include site avoidance, capping, or data recovery. If data recovery is determined to be appropriate, excavatiou shall target recovery of an appropriate amount of information from archaeological deposits to determine the potential of the resource City Place Santa Clara Project
Draft Environmental Impact Report 62
Action
City to conduct a cultural
, resource investigation
that includes a
background records
search during ground
disturbance. If
necessary, City to
prepare and execute
cultural resource
treatment plan.

Archaeological monitor
(retained by the Project
Developer), as
necessary, and in
consultation with the
City, develop a
Treatment Plan.

Mitigation, Monitoring, and Reporting Program
Secondary Impacts for Soundwalls
Implementing
Party
City Planning &
Inspection
Division
Project
Developer/
Qualified
Archaeologist
Monitoring
Party
City Planning
& Inspection
Division
City Planning
& Inspection
Division
Timing
Prior to
issuance of
grading and
building
permits
During
construction
if cultural
resources are
encountered
June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
to address specific research questions. If it occurs, data recovery shall emphasize the understanding of the archaeological deposit's structure, including features and stratification, horizontal and vertical extent, and content, including the nature and quantity of artifacts.

SW-CR-3: Stop Work if Human Remains Are Encountered during GroundDisturbing Activities. If human remains are discovered (in either an archaeological or construction context), all work within proximity of the remains shall stop so that the archaeological monitor can examine the remains. The County Coroner shall be notified to make a determination as to whether the remains are of Native American origin. If the remains are determined to be Native American, the coroner shall notify the NAHC immediately. The NAHC shall notify those persons it believes are most likely descended from the deceased Native American. Once the NAHC identifies the most likely descendants, the descendants will make recommendations regarding proper burial, which will be implemented in accordance with Section 1S064.S(e) of the State CEQA Guidelines.

SW-BI0-1: Replace Removed Trees on a 2:1 Basis. The Project Developer shall replace all trees removed as part of soundwall construction at a minimum of 2:1, or more, as required by the local tree ordinance.

SW-BI0-2: Preconstruction Surveys. The Project Developer and its contractors shall avoid conducting vegetation removal during the migratory bird nesting season (February 1-August 31) if feasible. If construction activities must commence during the migratory bird nesting season, the Project Developer shall retain a qualified wildlife biologist to conduct a survey for nests of migratory birds. Surveys for nesting migratory birds shall occur within 3 days prior to the commencement of ground disturbance and vegetation removal.

If an active nest is discovered, a no-disturbance buffer zone·around the nest tree or shrub (or, for ground-nesting species, the nest itself) shall be established. The nodisturbance zone shall be marked with flagging or fencing that is easily identified by the construction crew and shall not affect the nesting bird or attract predators to the nest location. In general, the minimum buffer zone widths shall be as follows: SO feet (radius) for non-raptor ground-nesting species, SO feet (radius) for non-raptor shruband tree-nesting species, and 300 feet (radius) for raptor species. Buffer widths may City Place Santa Clara Project
Draft Environmental Impact Report 63
Action
Project Developer to
submit to City applicable
provisions of
construction contracts
including applicable
requirements.

Project Developer to
provide to City report
documenting plans to
replace all trees
removed at a 2: 1 ratio
for review and approval.

Project Developer to
provide to City
provisions of
construction contracts
including pertinent
requirements. If
construction occurs in
the nesting season,
Project Developer to
submit to City
agreement with
qualified wildlife
biologist requiring
surveys and protective
Mitigation, Monitoring, and Reporting Program
Secondary Impacts for Soundwalls
Implementing
Party
Project
Developer/
Project
Contractor
Project
Developer
Project
Developer/
Project
Contractor/
Qualified
wildlife
biologist
Monitoring
Party
County
Coroner/
NAHC
City Planning
& Inspection
Division
City Planning
& Inspection
Division
Timing
Prior to
issuance of
grading and
building
permits
Prior to
issuance of
grading and
building
permits
Prior to
issuance of
grading and
building
permits for
biologist and
construction
contracts;
prior to
commencement of
grading for
biologist
agreements;
June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
be modified based on discussion with the California Department of Fish and Wildlife (CDFW). Buffers shall remain in place as long as the nest is active or young remain in the area and are dependent on the nest. If a burrowing owl nest is identified during pre-construction surveys, no-activity buffers will adhere to the recommendations in the 2012 California Department of Fish and Game Staff Report on Burrowing Owl Mitigation.

SW-BI0-3: Site-Specific Surveys and Species/Habitat Avoidance, Minimization, and Compensation Measures. The Project Developer, in consultation with a qualified biologist., shall conduct a site-specific surveys for special-status species, sensitive habitats, wetlands and waters of the United States, and nesting birds. If found, the Project Developer and its contractor shall implement avoidance and minimization measures, where feasible. Where avoidance is not possible, the Project Developer shall compensate for lost habitat on a minimum 1:1 basis. Compensation for lost habitat will be determined in consultation with CDFW /U.S. Fish and Wildlife Sernce (USFWS), as appropriate. The Project Developer shall obtain all required permits from the U.S. Army Corps of Engineers (USACE), the Regional Water Quality Control Board, and CDFW and USFWS as appropriate. The Project Developer shall provide buffer fencing and species relocation, as necessary, if permitted by CDFW /USFWS. Additionally, if special-status species or habitats are identified during the site-specific surveys, a Worker Environmental Awareness Training Program for construction personnel will be conducted by a qualified biologist retained by the Project Developer. The program will provide workers with information on their responsibilities with regard to the special-status species. The training will provide a physical description of the special-status species that have potential to occur and be affected by construction activities to each construction crew prior to the initiation of the crew's construction activities. The worker awareness training will also provide details regarding each species' habitat and legal protections, a photo of relevant species, and contact information for the primary biologist.

CEQLOGY AND sou.s I I 11 ; ! ,; , . · , ' , •1 ·, ; , , I •••r,.

SW-GE0-1: Prepare a Geotechnical Investigation. Prior to construction of the soundwall, the Project Developer shall prepare a geotechnical investigation to evaluate the potential for geologic, seismic, and soil risks. The geotechnical investigation shall include recommendations to abate any potential risks. If risks are identified, the Project Developer shall implement the recommendations included in the geotechnical investigation.

City Place Santa Clara Project
Draft Environmental Impact Report 64
Action
measures.

Project Developer to
conduct site-specific
surveys for specialstatus species, sensitive
habitats, wetlands and
waters of the United _
States, and nesting birds
and provide to City for
review and approval. If
special status species are
found, Project Developer
to submit
documentation to City
detailing protective
measures for review and
approval.

Project Developer to
provide to City
geotechnical
investigation for review
and approval. City and
Developer to submit
such report to
regulatory agencies and
Mitigation, Monitoring, and Reporting Program
Secondary Impacts for Soundwalls
Implementing
Party
Project
Developer/
Qualified
biologist
Project
Developer /City
Monitoring
Party
City Planning
& Inspection
Division
City Planning
and lnspection
Division
Timing
and prior to
ground
disturbance
for surveys
Prior to
issuance of
grading and
building
permits
Prior to
issuance of
grading and
building
permits
June 2016
ICF 0 0333.14
City of Santa Clara
Mitigation and Avoidance Measures
,HYQROLQGX AND WAn;R QUALi:I:Y :.· · . . .... · - .... ,= ••• 'I
SW-WQ-1: Prepare a Hydrology and Water Quality Technical Report. Prior to construction of the soundwall, the Project Developer shall prepare a hydrology and water quality technical report to evaluate the existing drainage and stormwater conditions at the soundwall site. The technical report shall include recommendations for drainage and stormwater controls to minimize impacts related to changes in drainage patterns that would result from the soundwall. The Project Developer shall be required to implement the report's recommendations.
'!'.-1 ;j•,•
I, .,.fl' ·I, ' I·,,,
SW-HAZ-1: Prepare a Phase I Environmental Site Assessment. Prior to construction of the soundwall, the Project Developer shall conduct a Phase I Environmental Site Assessment Where the potential to encounter hazardous materials or waste is identified, the Project Developer shall prepare and implement a soil/groundwater handing plan that identifies measures to properly dispose of contaminated materials. Measures could include worker education and training, as appropriate, and site-specific controls to avoid risks to workers and adjacent residents or others.

City Place Santa Clara Project
Draft Environmental Impact Report 65
Action
secure approval as
required. Project
Developer to
incorporate resulting
measures into project
plans.

Project Developer to
provide to City a
hydrology and water
quality technical report
to evaluate the existing
drainage and
stormwater conditions
at the soundwall site for
review and approval.

Project Developer to
submit Phase I
Environmental Site
Assessment to City.

Project Developer to
implement
soil/ groundwater
handling plan to City for
review and approval.

Mitigation, Monitoring, and Reporting Program
Secondary Impacts for Soundwalls
Implementing
Party
Project
Developer
Project
Developer
Monitoring
Party
City Planning
& Inspection
Division
Department of
Public Works
Timing
Prior to
issuance of
grading and
building
permits
Prior to
issuance of
grading and
building
permits
June 2016
!CF 00333.14
1 City of S~nt a Clara
Mitigation and Avoidance Measures
I
'1, u.11r1;11:ms:AN0i· st'R:v.tc':E,s:vsT:1•EMSh; ,i~I,.,f1 1; . •·. • ' , - ,, ·. ,. ;. '" , ., , ' " •,t I'.•.· l -; J, ,. , ,' · ,,.!, •• ·•·t."'',j ,,,,, "'\tin J, .•l ' i \ ~ ~~·;_ t~~·;;t~fy
1 ~n·~·~~gr~,u~d ;~~ ~;~;head Utilities and Provide
Coordination with Utility Providers. Prior to construction of the sound wall, the Project Developer shall identify all underground and overhead utilities within the footprint of the soundwall. If utilities are present, the Project Developer shall coordinate with the appropriate utility owners regarding utility shutoff during construction and relocation, as necessary.

City Place Sa nta Clara Project
I Draft Environmental Impact Report 66
Action
Project Developer to
identify all underground
and overhead utilities
within the footprint of
the soundwall and
provide documentation
to City of coordination
with the appropriate
utility owners regarding
utility shutoff during
construction and
relocation for review
and approval.

Mitigat ion, M onitoring, and Reporting Program
Secondary Impacts for Soundw alls
Implementing
Party
City Planning &
Inspection
Monitoring
Party
City Planning
& Inspection
Timing
Prior to
issuance of
grading and
building
permits
June 2016
ICF 00333.14
EXHIBIT MMRP-1
City Place Santa Clara Project - Intersection Mitigation Implementation Planning/CEQA File# PLN2014-10554/CEQ2014-01180
State Clearinghouse# 2014072078
With Each Development Area Plan
Each DAP application must include: (1) a calculation of the number of vehicle trips projected to result from development proposed in the DAP using the methods and trip generation rates in the Final EIR (adjusted as appropriate for the success of TDM measures), that accounts for the site design, density and diversity of proposed land uses of the current DAP application and previous DAP applications, (2) the vehicle trips allocated by building and summarized by land use, and (3) a site access analysis (including a simulation, if needed, as determined by the Director of Planning and Inspection or at the applicant's discretion) to determine which site access improvements should be constructed to serve the development proposed in the DAP.

The City (with assistance of consultants as desired) will peer review the data in the application and will determine at DAP approval for the development proposed in the DAP (1) the number of trips projected to result and the allocation of such trips by building and/or uses, and (2) the site access improvements r equired and the trip thresholds or development stages at which those improvements must be constructed.

As Development Occurs
The Project Trip thresholds set forth in the table below, Intersection Mitigation Sensitivity Analysis Results: Full Funding Responsibility, establish the number of Project Trips at which each of the required intersection mitigation measures that are wholly the Project's responsibility to implement must be in place. The Project Phase column of the table is informational and not controlling.

Prior to the issuance of each building permit for a new building, using the calculated number of vehicle trips from the DAP application, Developer will calculate and submit to City the cumulative number of Project trips that will result from all prior development within the Project for which building permits have been issued plus the proposed new building. If the cumulative number of Project Trips meet or exceed any of the intersection Project Trip thresholds, the mitigation measures identified for each of those intersections shall be completed prior to issuance of the certificate of occupancy for the building for which the new permit is being sought, except that, for Intersections 48, 55, 57, 82, 84, 109 and 123, Developer will instead fund the mitigation measures at the costs specified in the table below, Costs for Certain Full Funding Responsibility Improvements, prior to the issuance of the pertinent building permit. Any building permits for renovations, remodeling or changes in use to previously permitted and occupied buildings prior to the completion of all Full Funding Responsibility intersection mitigations that result in net new vehicle trips will be subject to the same process.

Prior to the issuance of a building permit for each new building, the Developer shall pay to City a transportation fair share fee of $2,474.18 per PM peak hour trip based on the calculated number of vehicle trips for each new building.

The per trip fair share fee was determined by summing the Project's fair share of the estimated costs of mitigation measures for impacts to intersections located in the Cities of Santa Clara, San Jose, Sunnyvale, and those under the jurisdiction of the County of Santa Clara, totaling $14,292,901 plus the Project's voluntary contribution to the Santa Ciara Valley Transportation Authority (VTA) for impacts to freeway segments in Santa Clara and San Mateo Counties in the amount of $16,164,220, divided by the 12,310 PM peak hour trips projected to be generated by the Project.

The fee will be allocated among pertinent jurisdictions as follows: VTA 53.07%; County of Santa Clara 32.97%; City of San Jose 13.25%; City of Sunnyvale 0.11 %; and City of Santa Clara 0.60%. Any building permits for renovations, remodeling or changes in use to previously permitted and occupied buildings that result in net new vehicle trips will be subject to the fee on the basis of net new PM peak hour vehicle trips until the full amount of the combined fair share fee and voluntary contribution of$30,457,121 has been paid, after which no additional fee shall be paid.

City Place Santa Clara Project
Draft Environmental Impact Report 67 June 2016
ICF 00333.14
City of Santa Clara
Site access improvements will be built as required by DAP conditions of approval.

City Place Santa Clara Project
Draft Environmental Impact Report 68
Mitigation, Monitoring, and Reporting Program
Intersection Mitigation Implementation
ID
22 54
55 76
82 8
48 59
60 EXHIBIT MMRP-1
City Place Santa Clara Project- Intersection Mitigation Sensitivity Analysis Results: Full Funding Responsibility Planning/CEQAFile # PLN2014-10554/CEQ2014-01180
State Clearinghouse# 2014072078
Intersection Jurisdiction/
Mitigation Measure21 Impact Project Trips CMPzo Peak Hour Agnew Road-De La
Cruz Boulevard/ Santa Clara Partial Mitigation: Add a second northbound left-turn lane. AM 450 Montague County (CMP) Expressway
Lawrence Santa Clara Partial Mitigation: Add a second southbound left-tum lane and a second eastbound Expressway / Benton AM 2,240 Street County left-tum lane.

Lawrence Santa Clara Add a third eastbound through lane and a third westbound through lane (Yahoo! Expressway/ County (CMP) Santa Clara Campus TIA, August 2009; City of Sunnyvale Citywide Deficiency Plan, AM 2,240 Homestead Road September 2005; and City of Santa Clara Traffic Mitigation Program, June 2011).

San Tomas Santa Clara Expressway /Walsh County Partial Mitigation: Add a second eastbound left-tum lane. AM 2,240 Avenue
San Tomas Santa Clara Expressway/ County Partial Mitigation: Add a second northbound left-tum lane. AM 2,240 Pruneridge Avenue
Great America Santa Clara Partial Mitigation: Add a southbound right-turn lane and add a third westbound Parkway /Tasman PM 2,610 Drive• (CMP) left-turn lane.

Lawrence Santa Clara Expressway/US 101 County Convert eastbound left-turn lane to a shared left-/right-turn lane. PM 2,610 SB Ramps
Great America
Parkway/Yerba Santa Clara Partial Mitigation: Add a second westbound right-turn lane with an overlap phase PM 3,650 Buena (Great and a second southbound left-turn lane.

America) Way
Great America
Parkway/Old Santa Clara Partial Mitigation: Add a second eastbound left-turn lane. PM 3,650 Mountain View-Alviso Road
2° CMP = Congestion Management Program intersection (Vf A).

Proj ect Phase
Phase 1
Phase 2
Phase2
Phase2
Phase 2
Phase 2
Phase 2
Phase 2
Phase 2
21 Partial Mitigation: The proposed mitigation measure mitigates the impact at one but not the other peak hour or reduces the d elay but not enough to mitigate the impact.

City Place Santa Clara Project
Draft Environmental Impact Report 69 June 2016
ICF 00333.14
Mitigation, Monitoring, and Reporting Program
City of Santa Clara Intersection Mit igation Sensitivity Analysis Results: Full Funding Responsibility ID Intersection Jurisdiction/
Mitigation Measure21 Impact Project Trips Project Phase CMP20 Peak Hour 71 Bowers Avenue/ Santa Clara Partial Mitigation: Add third southbound left-turn lane and third eastbound left- PM 3,650 Phase 2 Central Expressway County (CMP) turn lane.** Add third westbound left-turn lane and associated receiving lane under underpass.

Great America San Jose Add a second westbound right-turn lane. Include safe and convenient bicycle and 57 Parkway/SR 237 WB pedestrian facilities along Great America Parkway. Intersections #S8 and #123 AM 2,690 Phase3 Ramps (CMPJ22 would also need to be modified to accommodate these intersection improvements.23
Great America Santa Clara 58 Parkway /SR 237 EB (CMP) Add third southbound through lane and a second eastbound right-turn lane.24 AM 2,690 Phase3 Ramps
Great America
123 Parkway/Gold Street San Jose Add a second northbound right-turn lane.25 AM 2,690 Phase 3 Connector
San Tomas Santa Clara 79 Expressway /Benton County Add a second eastbound left-turn lane. AM 3,140 Phase 3 Street*
De La Cruz Reconfigure the northbound and southbound approaches to include one left-turn 120 Boulevard/ Santa Clara lane, one through, and one shared through/right-turn lane; change the phasing AM 3,140 Phase3 from split to protecte,d in the northbound and southbound directions; and increase Laurelwood Road cycle length.

Partial Mitigation: Reconfigure northbound and southbound approach to two left14 Lick Mill Boulevard/ Santa Clara turn lanes, one through lane, and one right-turn lane. Change the PM 4,690 Phase 3 Tasman Drive northbound/ southbound signal phasing from split to protective. Add a second westbound left-turn lane.

Lick Mill Boulevard/ Santa Clara 23 Montague County Add a third southbound left-turn lane. PM 5,730 Phase4 Expressway
22 An LOS D threshold is used for study intersections within San Jose, including CMP designated intersections. Santa Clara County intersections in San Jose use an LOSE threshold. 23 Intersection #58 (Great America Parkway /SR 237 EB Ramps) and #123 (Great America Parkway /Gold Street Connector) are not impacted intersections, but would need to be modified to accommodate the improvements at Intersection ·#57 (Great America Parkway/SR 237 WB Ramps). 24 Intersection #58 (Great America Parkway/SR 237 EB Ramps) and #123 (Great America Parkway /Gold Street Connector) are not impacted intersections, but would need to be modified to accommodate the improvements at Intersection #57 (Great America Parkway/SR 237 WB Ramps). 25 lntersection #58 (Great America Parkway /SR 237 EB Ramps) and #123 (Great America Parkway /Gold Street Connector) are not impacted intersections, but would need to be modified to accommodate the improvements at Intersection #S7 (Great America Parkway/ SR 237 WB Ramps).

City Place Santa Clara Project
Draft Environmental Impact Report 70 June 2016 ICF 00333.14 City of Santa Clara
ID
96 84
114
90 13
73 94
109
Notes:

Intersection
Lafayette Street/
Montague
Expressway WB
Ramps
Gold Street/Gold
Street Connector
Calle Del Sol/Calle Del
Luna
Lafayette Street/Calle
De Luna
Calle Del Sol/Tasman
Drive*
Bowers Avenue/
Monroe Street
Lafayette Street/
Agnew Road
Liberty Street/Taylor
Street
Jurisdiction/
CMP20
Santa Clara
San Jose26
Santa Clara
Santa Clara
Santa Clara
Santa Clara
Santa Clara
San Jose27
Mitigation, Monitoring, and Reporting Program
Intersection Mitigation Sensitivity Analysis Results: Full Funding Responsibility Mitigation MeasureZl
Add second westbound right-turn lane with an overlap phase and a second southbound left-turn lane.

Convert northoound through lane to a shared left-tum/through lane, add a second northbound left-turn lane and second eastbound right-turn lane. (move pedestrian crossing to north leg of intersection).

Signalize.

Reconstruct the westbound approach to include two left-turn lanes and one rightturn lane.

Add a westbound right-turn lane. Reconfigure southbound approaches to include two left-turn lanes and one right-tum lane with overlap phase.

Add a northbound and a southbound left-run lane. Change the northbound and southbound from split to protected left-tum phasing.

Add a second eastbound left-turn lane and a second southbound left-turn lane.

Signalize.

Off-setting Mitigation: Construct traffic control devices to divert traffic from entering the Alviso neighborhood.**
Impact
Peak Hour
AM
AM
PM
AM
PM
PM
PM
PM
Project Trips Project Phase
6,730 Phase7
7,180 Phase 7
8,340 Phase 7
8,970 Phases
9,380 Phase 8

10.420 Phase 8
10,420 Phase 8
10,420 Phase 8
Based on information concerning funding sources and status of planning for and construction of transportation improvements identified in the EIR as being 100% the responsibility of the Project Developer, the City Engineer has made relatively minor changes to the responsibilities for implementing such measures; those adjustments are reflected in this table.

Intersection improvement identified at this intersection under existing or background no-project conditions. See Appendix 3.3-D of the City Place Santa Clara Project Draft Environmental Impact Report (October 2015).
•• City-preferred mitigation option.

Source: Fehr & Peers, 2016.
26 An LOS D threshold is used for study intersections within San Jose, including CMP designated intersections. Santa Clara County intersections in San Jose use an LOS E threshold. 27 An LOS D threshold is used for study intersections within San Jose, including CMP designated intersections. Santa Clara County intersections in San Jose use an LOSE threshold.

City Place Santa Clara Project
Draft Environmental Impact Report 71 June 2016
ICF 00333.14
EXHIBIT MMRP-1
City Place Santa Clara Project- Costs for Certain Full Funding Responsibility Improvements Planning/CE QA File# PLN2014-10554/CEQ2014-01180
ID
48 55
57 82
Intersection
Lawrence Expressway/
US 101 SB Ramps
Lawrence Expwy /
Homestead Rd
Great America Pkwy/SR
. 237 WB Ramps
San Tomas Expwy /
Pruneridge Ave
City Place Santa Clara Project
Draft Environmental Impact Report
State Clearinghouse# 2014072078
Mitigation
Convert eastbound left turn lane to a
shared left/right turn lane.

Add a third eastbound through lane
and a third westbound through lane
(Yahoo! Santa Clara Campus TIA,
August 2009; City of Sunnyvale
Citywide Deficiency Plan, September
2 00 5; and City of Santa Clara Traffic
Mitigation Program, June 2011).

Add third westbound left-turn lane and
associated receiving lane under
underpass. Add a second westbound
right-turn lane.

Partial Mitigation: Add a second
northbound left-turn lane.

Total Cost
$13,500
$2,841,800
$2,351,652
$271,900
72 Basis of Cost
The cost estimate was prepared by BKF Engineers and accepted by the City. The cdst estimate assumes that the work is limited to striping.

The cost estimate was prepared by BKF Engineers and accepted by the City. The cost estimate assumes that 10' turn lanes and 11' through lanes will be implemented.

While the Project has 100% responsibility for this mitigation, the project's responsibility for the cost is reduced by previous contributions made by Yahoo ($96,060) and the County of Santa Clara ($400,000). Right of way for this mitigation has been previously dedicated by Kaiser negating the need for the Project to acquire any right of way for mitigation.

The Project will make a monetary contribution equal to its cost responsibility in lieu of constructing the mitigation.

The Total Cost includes both local road work and freeway ramp work.

The cost estimate was prepared by BKF Engineers and accepted by the City. The cost of the local road work is estimated at $963,508 and the freeway ramp work at$1,388,144. Since the freeway ramp work will be performed concurrently with the intersection mitigation, the estimated cost of the freeway ramp work is deducted from the Freeway Fair Share voluntary contribution amount.

The cost estimate was prepared by BKF Engineers and accepted by the City after concurrence with the cost by the County. The estimate assumes that the second northbound left turn lane will be implemented by the County as part of the San Tomas widening project.

June 2016
ICF 00333.14
City of Santa Clara
ID
84 109
123
Intersection
Gold Street/Gold SLreet
connector
Liberty St/Lewis St
Great America Pkwy/
Gold Street connector
City Place Santa Clara Project
Draft Environmental Impact Report
Mitigation
Convert northbound through lane to a
shared left-turn/through Jane, add
second northbound left-turn Jane and a
second eastbound right-turn lane
(move pedestrian crossing to north leg
of intersection).

Signalize.

Add a second northbound right-turn
lane (from Int 57 dual westbound
right-turn lanes).

Total Cost
$735,100
$300,000
$--
73 Basis of Cost
M itigation, Monitoring, and Reporting Program
Costs for Certain Full Funding Responsibility Improvements In order to avoid modifications to existing electrical transmission line towers, the City waived the mitigation requirement to add a second northbound left turn lane. The City also agreed to include a surveillance camera at the intersection as requested by the City of San Jose.

The cost estimate was prepared by BKF Engineers and accepted by the City. The estimated cost includes $685,100 for the intersection mitigation and an additional $50,000 for the surveillance camera requested by the City of San Jose. The estimated cost assumes that 11' lanes will be implemented and the work associated with the addition of the surveillance camera does not require a new signal controller or installation of equipment to the control station.

The City of San Jose requested that the intersection not be signalized per the mitigation. The City of Santa Clara will provide the City of San Jose with the monetary equivalent of the cost of installing a signal.

BKF Engineers estimated and the City of Santa Clara concurred with a cost for signalization of $300,000.

The cost of this work is included in the cost estimate for intersection #57.

June 2016
ICF 00333.14
EXHIBIT G-1
FORM OF GROUND LEASE (PHASE 1)

EXHIBITF
Required Buildings
[To be attached upon Ground Lease execution]
EXHIBIT G-1
FORM OF GROUND LEASE (PHASE 1)

EXHIBITG
[Reserved]

EXHIBITH
Appraisal Instructions
I. Introduction:

These Appraisal Instructions (these "Instructions") constitute an integral part of that certain Ground Lease (City Place Santa Clara - Phase [ ]) (the "Ground Lease"), dated as of ______ , 2_, by and between the City of Santa Clara, California, a chartered municipal corporation, as landlord ("City"), and [Insert Tenant], a~-----~• as tenant ("Tenant"). All capitalized terms used herein but not otherwise defined herein shall have the meaning ascribed to such terms in the Ground Lease.

These Instructions shall govern preparation and delivery of each appraisal (each, an "Appraisal") of the [Phase [ ] Airspace Parcel][Tasman Parcels] Fee Fair Market Value (the "Fair Market Value") for purposes of calculating the Base Rent adjustment under Sections 3 .4.1 through 3 .4.6 of the Ground Lease in each of the 45th Project Lease Year and the 70th Project Lease Year.

These Instructions shall constitute the sole instructions to be utilized by the appraiser in preparing an Appraisal.

II. Documents Applicable to Premises:

City and Tenant agree that the Premises are presently subject to or otherwise affected by each and all of the following (collectively, the "Project Documents"), to the extent such Project Documents remain in effect and apply to the Premises at the time of preparation of an Appraisal:

1. The CC&Rs;

2. the DDA;

3. the Development Agreement;

4. the Landfill Operation and Management Agreement;

5. the Ground Lease;

6. the MCP;

7. the Non-Water Corrective Action Plan;

8. the Post-Closure Land Use Plan;

9. the Post-Closure Pennit;

10. the Project MMRP;

11. the Revised Closure Plan;

12. the Revised Post-Closure Maintenance Plan;

13. the Waste Discharge Requirements;

14. the Water Corrective Action Plan; and

15. any other Authorizations heretofore and hereafter received for any portion of the Project and agreements entered into pursuant to the DDA, together with all exhibits thereto, as any of the foregoing may be amended from time to time.

Prior to commencement of an Appraisal, the parties shall review (i) all matters of any type or nature which affect title to the Premises or any interest therein and (ii) the then-current operations of the Premises and each of the City and the Tenant shall have the right to identify any additional entitlement or regulatory approvals and documents pertaining to the Premises and not listed above that are to be designated as part of the Project Documents and considered by the appraiser in the preparation of such Appraisal.

III. Appraisal Standards:

Each Appraisal shall be a self-contained report based on a comprehensive study and analysis and setting forth, in detail, all data, analysis, and conclusions, as necessary and typical of a complete, self-contained appraisal report. Each Appraisal shall be prepared in accordance with the Standards of Professional Appraisal Practice and the Code of Professional Ethics promulgated by the Appraisal Institute to the extent then in effect (the "AI Standards"), or its then-equivalent, should the Appraisal Institute no longer be operating; provided, that, in the event of a conflict, ambiguity or inconsistency between the AI Standards and these Instructions, these Instructions shall govern and control in all respects.

IV. Appraisal Principles:

Each Appraisal shall be prepared in accordance with the following principles:

1. The Fair Market Value shall be calculated as if the Premises were vacant and unimproved by any structures, buildings, improvements, fixtures, additions, alterations and betterments of whatsoever nature or description, including, without limitation, all Infrastructure Improvements and Buildings included in any DAP approved for the Premises.

2. The Fair Market Value shall be calculated as if the Premises were not benefitted by any other Infrastructure Improvements, including, without limitation, any Infrastructure Improvements installed under the Premises, in the Landfill Parcel or elsewhere. Without limiting the foregoing, the Fair Market Value shall reflect any burdens, limitations, restrictions, constraints or impacts upon the Premises, whether arising from or under any of the Project Documents (other than the Ground Lease), in respect of any Infrastructure Improvements, or otherwise existing, including, without limitation, any restrictions on development or use of the Premises, any third-party property rights or other rights appmtenant thereto, any regulatory restrictions applicable to the Premises, and any negative or affirmative covenants of any kind or nature whatsoever that are applicable to the Premises (including, without limitation, any restrictions, third-party rights or covenants related to the City's obligations with respect to the Landfill). Notwithstanding the foregoing, the Fair Market Value shall not reflect, and in preparing their Appraisals the appraisers shall not consider, any incremental and/or unusual additional on-site and off-site costs of development due to the fact that the Premises are located on a landfill (M,.,...additional construction and engineering costs for foundation, methane gas monitoring and collection, settlement slab, increased utility costs and the like), including any of the types of additional costs that are contemplated by Premium Costs as established under the DDA.
1021173 15.5 H-2

3. The Fair Market Value shall be calculated as if the Premises were not subject to the provisions of the Ground Lease or any other ground lease or sublease, including, without limitation, the economics of the Ground Lease. Without limiting the foregoing, the Fair Market Value shall be calculated to account for all provisions of the CC&Rs and the other Projects Documents that are in effect at the time of the preparation of each Appraisal and to the extent then-applicable to the Premises.

4. The Fair Market Value shall reflect each and every zoning, land use and other regulatory restriction applicable to the Premises at the time of preparation of each Appraisal, including any local, state or federal regulatory requirements and any other requirements imposed by any governmental, quasi-governmental or regulatory authority of any kind or nature whatsoever then in effect.

5. The Fair Market Value shall reflect the restrictions on the development, use and occupancy of the Premises in effect at the time of the preparation of each Appraisal, including, without limitation, (i) restrictions upon the uses and/or density (including dimensions, height and square footage) existing at such time and (ii) the Allowed Square Footage allocated to the Premises. Without limiting the foregoing, such restrictions shall include any third-party property rights or other rights appurtenant thereto, any regulations applicable to the Premises, and any negative or affirmative covenants of any kind or nature whatsoever that are then burdening the Premises with respect to the development, use and occupancy thereof, including, without limitation, any contractual third-party consent rights.

6. The Fair Market Value shall reflect any other factor reasonably relevant to the calculation thereof that is not inconsistent with the standards set forth in Items 1 through~ above.

Without limiting the generality of the foregoing, such other factors shall include, without limitation, any restriction, third-party right, or covenant of any kind or nature whatsoever that burdens or otherwise affects the Premises, whether imposed by contract, regulation, judgment, decree or otherwise.

V. Appraisal Procedures:

The following sets forth general procedures for the preparation of each Appraisal; provided, that the party contracting for such Appraisal (City or Tenant, as applicable, in such capacity, the "Contracting Party") may modify or waive these procedures in its sole discretion.

1. Pre-Work Conference: At the request of the Contracting Party, the appraiser shall attend a pre-work conference for discussion and understanding of these Instructions, including a timing update. The pre-work conference may be held in conjunction with an inspection of the Premises.

2. Draft Report: The appraiser shall submit to the Contracting Party a complete, selfcontained initial draft of the appraisal report (the "Draft Report"), consisting of a manipulatable or editable copy of such report, within the period specified within the fully executed contract for appraisal services. The appraiser shall provide to the Contracting Party the Draft Report, as well as maps, drawings, photographs and any other relevant 102117315.5 H-3
background information or materials used in preparation of the Draft Report, by the most expeditious means then available and in the then-prevailing format.

3. Review and Comment Period: Following its receipt of the Draft Report, the Contracting Party shall review such Draft Report and, within _ calendar days thereafter, provide any comments or feedback to the appraiser by the most expeditious means then available and in the then-prevailing format.

4. Final Appraisal: Following receipt of any comments, the appraiser shall, within a reasonable time (not to exceed 15 calendar days without the Contracting Party's written consent), revise the Draft Report to reflect any such comments or feedback and deliver to the Contracting Party a final Appraisal, consisting of three (3) signed copies thereof, by the most expeditious means then available and in the then-prevailing format.

VI. Confidentiality:

The Contracting Party and the appraiser acknowledge and agree that, in the course of preparing an Appraisal pursuant to these Instructions, the Contracting Party may disclose confidential infonnation, which has been approved and authorized by Contracting Party for release, to the appraiser.

The appraiser agrees not to disclose such confidential information to any third party and to treat it with the same degree of care as it would its own confidential information. It is understood, however, that the appraiser may disclose such confidential information on a "need to know" basis to the appraiser's employees and subcontractors. As a condition precedent to any such disclosure, each and all of such employees and subcontractors shall have executed a written confidentiality agreement with the Contracting Party which obligates such employees and subcontractors to maintain the confidentiality of such confidential information.

Each Appraisal, the Fair Market Value calculation included therein, and the supporting documentation also constitute confidential information, and the appraiser shall strictly abide by the confidentiality and ethics provisions of the AI Standards.

The appraiser must obtain written authorization from the Contracting Party before disclosure of any confidential information. The passage of time in and of itself shall not extinguish either the appraiser's responsibility for confidentiality or the appraiser/client relationship. The appraiser/client relationship is extinguished only upon written release from the Contracting Party. Even though the appraiser/client relationship may terminate, the appraiser shall at all times remain subject to the confidentiality and ethics provisions of the AI Standards. 102117315.5 H-4
TABLE 1 Exhibit I
Examples of Calculations of Base Rent Escalations
(for illustrative purposes only)
Per DOA Sections 4.8(cl & (di, 6, Exhibit G-1 Article 3, and Exhibit G-2 Article 3 Key Illustrative Assumptions
Take Down Allowable Sguar§ FoolaH f[tmlum auocatfon
Phase 1 2017 873,000 $0
Phase 2 2018 1,419,800 $175,000,000
Phase 2A 2021 0 NA
Phase 3 2022 1,419,800 $175,000,000
Phase 4 2025 1,419,800 $150,000,000
Phase 5 2028 1,440,000 $100,000,000
Phase 6 2030 1,296,000 $100,000,000
Phase 7 2032 1.296 000 ~100,000,000
Total 9,164,400 $800,000,000
Project Aggregate Phase 1 1 Phase2-7 3 Profect Aggregate Lease Illustrative Project Periodic Aggregate Pcruidtc Aggregate Lease Illustrative Project Vear Year Dase Rent hcalat1ons 1 Base Rent El.calat,onl 4 Base Rent Year Vear Base Rent 1 2017 $750,000 3.1.lAdj $750,000 46 2062 $58,865,414
2 2018 $2,272,500 $772,500 - $1,500,000 47 2063 $60,337,049 3 2019 $2,340,675 $795,675 $1,545,000 48 2064 $61,845,475 4 2020 $2,410,895 - $819,545 $1,591,350 49 2065 $63,391,612 5 2021 $3,389;091 2:!.3~j $1,000,000 $2,389,091 50 2066 $64,976,402 $3,990,763 - ·· - 6 2022 $1,030,000 $2,960,763 51 2067 $66,600,8U 7 2023 $4,110,486 $1,060,900 $3,049,586 52 2068 $68,265,833 8 2024 $4,641,074 3.L4Ad'J $1,500,000 $3,141,074 53 2069 $75,092,416 9 202S $5,530,306 $1,545,000 $3,985,306 54 .. - 2070 $76,969,726 10 2026. $5,696,215 - $1,591,350 $4,104,865 55 2071 $78,893,969 - 11 2027 $5,867,102 .. $1,639,091 $4,228,011 56 2072 $80,866,319 12 2028 $6,815,615 $1,688,263 $5,127,351 57 2073 $82,887,977 13 2029 $7,020,083 $1,738,911 $5,281,172 58 2074 $84,960,176 14 2030 $8,186,822 - $1,791,078 $6,395,743 59 2075 $87,084,180 15 2031 $8,880,128 $1,844,811 10.0'JI $7,035,318 60 ·2075 $89,261,285 16 2032 $10,160,897 $1,900,155 $8,260,742 61 2077 $98,187,413 17 2033 $10,465,724 $1,957,160 $8,508,564 62 -2078 $100,642,099 18 2034 $10,779,696 $2,015,875 $8,763,821 63 2079 $103,158,151 19 2035 $11,103,086 $2,076,351 . ,. $9,026,736 64 - - 2080 $105,737,105 20 2036 $12,297,538 3.3.2(a) Adj $3,000,000 . $9,297,538 65 2081 $108,380,533 21 2037 $12,666,464 $3,090,000 $9,576,464 66 2082 Slll,090,046 22 2038 $13,046,458 $3,182,700 . $9,863,758 67 2083 $113,867,297 23 2039 $13,437,852 ·-- $3,278,181 $10,159,671 68 2084 $116,713,980 24 2040 $13,840,987 $3,376,526 $10,464,461 69 2085 $119,631,829 2041 $15,225,086 $3,714,179 $11,510,907 70 - 25 10.0';< 10.00I 2086 $132,306,660 26 2042 $ 15,681,838 $3,825,604 - $11,856,234 71 2087 $135,614,326 27 2043 $16,152,293 $3,940,373 $12,211,921 72 2088 $139,004,684 $16,636;il62 $4,058,584 $12,578,279 73 2089 - 28 2044 - $142,479,802 29 2045 $17,135,968 $4,180,341 . $12,955,627 74 2090 $146,041,797 30 2046 $17,650,04i $4,305,752 $13,344,296 75 2091 $149,692,841 31 2047 $18,179,549 $4,434,924 $13,744,625 76 2092 .. $153,435,162 .. 32 2048 $18,724,935 $4,567,972 $14,156,963 77 2093 $157,271,042 33 2049 ·s 19;ia6,G83- $4,705,011 $14,581,672 78 2094 $161,202,818 34 2050 $19,865,284 $4,846,161 $15,019,122 79 2095 $165,232,888 35 2051 $21,851,~12 10.~ $5,330,777 10.cm $16,521,035 80 2096 $181,756,177 36 2052 $22,507,366 $5,490,701 $17,016,666 81 2097 $186,300,081 - 37 2053 $23,182,587 , $5,655,422 $17,527,166 82 2098 $190,957,583 38 2054 $23,878,065 $5,825,084 $18,052,981 83 2099 $195,731,523 -$24,594,407 $5,999,837 .. 39 2055 $18,594,570 $200,624,811 - -. 84 2100 40 2056 . $25,332,239 $6,179,832 $19,152,407 85 2101 $205,640,43i 41 2057 $26,092,206 $6,365,227 : $19,726,979 86 2102 $210,781,442 42 2058 $26,874,972 $6,556,184 $20,318,789 87 2103 $216,050,978 43 2059 $27,681,222 $6,752,869 $20,928,352 88 2104 $221,452,253 44 2060 $28,511,658 $6,955,455 $21,556,203 89 2105 $226,988,559 45 2061 $57;429,672 3.3.2(b) Adj $7,651,001 3.3,2(bJ Adj $49,778,671 90 2106 $249,687,415 91 2107 $255,929,600
92 2108 $262,327,840
93 2109 $268,886,036
94 2110 $275,608,187
~ 95 2111 $282,498,392
Afl num~rs are illustrative, representing a specific scenario. Actual numbers may VQ,Y 96 2112 $289,560,851 1 See Tabh! 2A for detailed Phase 1 Ground Lease calculations 97 2113 $296,799,873 2 Section References are from ODA Exhlbit G--1 98 2114 $304,219,870 3 See Tabte 3A for detailed Phase 2-7 Grotmd lease calculations 99 2115 $311,825,366 4 Section References are from DOA Exhibit G-2
Phase 1 1 Phase 2 - 7 3
----------------- Pcncd1c Aggregate PNlndk Aggregate
Eu,1lat1ons 1 Base Rent Escalations 4 Base Rent
$7,842,276 $51,023,138
$8,038,333 $52,298,716
$8,239,291 $53,606,184
$8,445,273 $54,946,339 - $8,656,405 $56,319,997
$8,872,815 ssi:,21,997
$9,094,636 $59,1"71,197

10.°" $10,004,099 10.0'¼ $65,088,317
$10,254,202 ,. -$66)15,524
$10,510,557 $68,383,413
sio, 773,321 fici:092,998
$11,042,654 $71,845,323
$11,318,720 - $73,641,456
$11,601,688 $75,482,492
$11,891,730 '$77,369,555

10.°" $13,080,903 10,0"Ai $85,106,510
$13,407,926 '- $87,234,173
$13,743,124 $89,415,027
$14,086,702 - $91,65oioi
$14,438,870 $93,941,663
$14,799,842 $96,290,204 - SiS,169,838 $98,697,460
$15,549,084 $101,164,896
- $15,937,811 $103,694,018
3,3,2(<) Adj $17,531,592 3.3.2(<1 Adj $114,775,068 _
- $17,969,881 $117,644,44!i
$18,419,129 $120,585,556
$18,879,607 $123,600,195
$19,351,597 $126,690,200
$19,835,387 $129,857,455
$20,331,272 $133,103,891
$20,839,553 $136,431,488
$21,360,542 $139,842,275
$21,894,556 .. -- .. -$143,338,332
10,00I $24,0ll4,0ll 10.0% $157,672,166
$24,686,112 $161,613,970
$25,303,264 $165,654,319_
$25,935,846 $169,795,677
$26,584,242 $174,040,569 - -· --
$27,248,848 $178,391,583
$27,930,069 -- $182,851,373
$28,628,321 $187,422,657
$29,344,029 $192,108,223
$30,077,630 $196,910,929

10.00I $33,085,393 10.t:r:1' $216,602~022
$33,912,528 $222,017,072
$34,760,341 ' $227,567,499
$35,629,349 $233,256,687
$36,520,083 $239,088,104
. $37,433,085 $245,065,306
- $38,368,912 $251,191,939
$39,328,135 $257.471,738
$40,311,338 $263,908,531
$41.319,122 $270,506,244
TABLE 2A Exhibit I
Examples of Calculations of Base Rent Escalations
(for illustrative purposes only}
Ground Lease Base Rent Payments Phase 1
Per DDA Section 6, and Exhibit G•l Article 3
Phase 1 Illustrative Schedule of Performance Per DDA Exhibit F, Exhibit G-1 Section 3.1.4 Land Take Down
Commencement of Construction of Infrastructure
Construction Period
Opening
4th Anniversary of the Opening Date
2017
2019
2 Years
2021
2024
Project Base Rent Escalations Aggregate Project Base Rent Escalations Aggregate Lease Illustrative Initial Regular Periodic 1 Base Rent Lease Illustrative ~ Base Rent Year Year ODA G-1 3,1 ODA G-1 3,Z DOA G·Z 3.3 Phase 1 Year Year ODA G-1 3.1 ODA G-1 3.Z ODA G-Z 3.3 Phase l 1 2017 3.1.2 Adj 3% $750,000 46 2062 CPI w/ Cap $7,842,276 2 . : 2018 •· 3% , ___ $772,500 47 .2063 CPl·w/Cap -;·,, -,, -~ ~·-~~: - $8,038,333 -· ... .. ·- ., ··-· .:; ___ ,_ . 3 2019 3% $795,675 48 2064 CPI w/ Cap - $8,239,291 . $819,545 49 2065 .. ... · CPI w/ Cap .. 4 2020 3% $8,445,273 -· .. -· .. . ·- $1,000,000 ··'~· - 5 2021 3.1.3Adj 3% 50 2066 CPI w/ Cap $8,656,405 6 -~ .. -----· .. $1,030,0.00 51 . 2067 CPI w/Cap : $8,872,81·5 .. 2022 3% . - --·--- ··- .. -- ···- ···-··- · ·- . 7 2023 3% $1,060,900 52 2068 - CPI w/.cap $9,094,636 - 2069 ... 8 2024 3.1.4Adj 3% $1,500,000 53 - 10% $10,004,099 ... ----·- $1,545,000 . ·- 9 2025 3% 54 2070 - CPI w/Cap s 1ii;is4,202 .. 10 2026 . - ; . 3% $1,591,350 55 2071 . . .. ·- CPI w/Cop · $10,510,557 - $1,639;091 .... . . . ......
11 2027 - 3% 56 2072 CPI w/Cap s1o;"h:1jii ..
12 2028 - 3% $1;6s8;:16'i 57 2073 CPlw/Cap ;.: $ 11,04 2,654" 13 2029 3% - $1,738,911 58 2074 CPI w/Cap $11,318;i20 ·· 14 2030 - 3% $1,791,078 59 2075 - CPI w/Cap ., - · $11,601,688 · 15 2031 3% $1,844,811 60 2076 CPI w/ Cap $11,891,730
16 2032 .. - 3% · $1,900,155 61 .2077 .. .- ,· _, -- - 10% $13,080,903 · 17 2033 - 3% $1,957,160 62 2078 CPI w/ Cap $13,407,926 ... 3% $i,015;s1s 63 CPI w/ Cap .. 18 $13, 743;124 · 2034 ' . 2079 ...
19 2035 - 3% $2,076,351 64 2080 CPI w/ Cap - $14,086,702 120 2036 · 3.3;2(a) Adj · $3,000,000 I 65 208.1 .. •. - CPI w/ Gap $14,438;870' 21 2037 3% . $3,090,000 66 2082 - CPI w/ Cap $14,799,842 22 2038 ... .3%" $3,182,700 67 0 2083 . . . ··-• · .. CPI W/Cap -_:; . - $15,169,838. .. '' 23 2039 - 3% $3,278,181 68 2084 - CPI w/ Cap $15,549,084 24 ' · 2040 ' 3% ' $3,376,526 . 69 .2085 CPI w/Cap - $15,937,SlJ. 25 2041 10% $3,714,179 170 2086 3.3.2(c) Adj $11,sa1,sgz I - . - -- - . .. 26 2042 $3,825,604 2087 CPI w/Cap $17,969,881 . 3% 71 ------ .. - . ····· -· ··-·· ... .. $3,940,373 .. - · ·----·· 27 2043 3% 72 2088 CPI w/Cap - ~18,419,129 28 2044 •. 3% ... $4,058,584 73 2089 CPI w/Cap . $18,879,607 29 2045 - 3% $4,180,341 14 2090 CPI w/ Cap $19,351,597
30 2046 - 3% - ··•· $4,305,752 75 2091 . .. CPlw/-Cap ---- - , . . $19,835,387 . . 31 2047 3% $4,434,924 76 2092 . CPI w/Cap $20,331,272
32 .. .• 2048 3% $4,567,972 77 2093 CPI w/Cap $20,839,553 . - ··- 33 2049 - 3% $4,705,011 78 2094 CPI w/ Cap . $21,360,542 34 2050 . 3% . ... $4,846,161 79 2095 CPI w/Cap .. ··- .. ; $21,894;556 ... ---- 35 2051 10% $5,330,777 80 2096 - 10% $24,084,011 36 2052 .. 3% · $5,490,701 Bl · 2097 CPI w/ Cap - $24,686,112 37 2053 3% $5,655,422 82 2098 CPI w/ Cap $25,303,264
38 2054 3% $~,825,084 83 2099 CPI w/Cap .... : $25,935,846 39 2055 3% $5,999,837 84 2100 CPI w/ Cap $26,584,242
40 2056 """'"" 3% -. $6,179,832 85 · 2101 CPlw/-Cap , $27,248,848 41 2057 3% $6,365,227 86 2102 CPI w/Cap $27,930,069
42 .. 2058 "of._""" 3% . .
- .. .. $6,556,184 87 .. 2103 - CPI w/Cap " $2~,628,321 43 2059 3% $6,752,869 88 2104 CPI w/Cap $29,344,029
' .. 44 2060 $6,955,455 89 2105 CPiw/Cap · $30,071,630 .. . . ----- 3% ... . ... .. . 145 2061 3.3.2(b) Adj $7,651,001 I 90 2106 - 10% $33,085,393 91 2107 . CPI w/ Cap .. $33,912,528
92 2108 - CPI w/ Cap $34,760,341
Notes 93 2109 - CPI w/ Cap $35,629,349
All numbers are illustrative, representing a specific scenario. 94 2110 CPI w/ Cap $36,520,083 Actual numbers may vary 95 2111 - CPI w/ Cap . $37,433,085 1 See Table 28 for mor e detailed calculations of Base Rent Adjustments in the 96 2112 - CPI w/ Cap $38,368,912 20th, 45th and 70th Project Lease Years 97 2113 . . CPI w/ Cap $39,328,135 98 2114 - CPI w/ Cap - $40,311,338
99 2115 .. CPI w/Cap $41,319,122
TABLE 2B Exhibit I .

Examples of Calculations of Base Rent Escalations
(for illustrative purposes only)
Base Rent Adjustments in the 20th, 45th and 70th Project Lease Years Phase 1 DDA Exhibit G-1 Section 3.3.2
Reference Per Phase 1
LINE DDA Exhibit G-1 Rent Adjustments
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
Notes

3.3.2[b)(i)

3.3.Z(b)(ii)

3.3.2(b)(i)
3,3.2(b)(ii)
Land Acres
. Tasman Parcels Fee Fair Market Value In Year-20
Per Acre
.. Per Land square Foot-
. Multiply Li~e 2 By 6.5%
The Greater of Line S and $3,000,000
The Lesser of Line 6 and $31500,000 ..

Base Rent Adjustment in the 20th Lease Year - Line 7
Land Acres
Tasman Parcels Fee Fair Market Value in Year 45
Per Acre
Per Land Square:Foot ..
. MUl!lply_ Line 10 By 6.5%
B~s_e Rent For Year 44
Multiple Line 14 by 110%
The Greater of Lines 13, and 15
Base:Rent.Adjustme_nt in the 45th Lease Vear - Line 16
Land Acres
Tasman Parcels Fee Fair Market Value in Year 70
Per Acre
Per Land Square Foot
Multiply Line 19 By 6.5%
Base Rent For Year 69
Multiple_ Line 23 by 110%
The Greater of Lines 22, and 24
Base Rent Adjustment in the 70th Lease Vear - Line 25
All numbers are illustrative, representing a specific scenario. Actual numbers may vary - Jll11stratiVt!
11/ustratlve
------------- -·
Jllustrative

8.0 $40,000,000
$5,000,000
$114.78
$2,sbd;ooo :_ :
$3,000,000
$3,000,000
$3,000,000

8.0 $64,000,000
$8,000,000
$183,_65
$4,160,000 '
$6,955,455
$7,651,001
$7,651,001
$7,651,001

8.0 $96,000,000
$12,000,000
$275.48
$6,240,000
$15,937,811
. SF,531,592
$17,S3i,S92
$17,531,592
TABLE 3A
Phasing
Illustrative Take Down
Allowable Square Footage
Original Allowable Square Footage Per MCP
Illustrative Actual Allowable Squ;ire Footage
Initial Annual Base Rent
Base Rent Per DOA Section 6.1.8
Base Rent After Adjusted Per DDA 6.1.9[aJ
Base Rent After Increase Per ODA 6.1.9(d)
Phase 2A Rent Re-Allocation
lllsutrative After 2 Years Per DOA 4.8(c) & (di
Illustrative Base Rent After Re-Allocation
TOTAL
Exhibit I
Examples of Calculations of Base Rent Escalations
(for illustrative purposes only)
Ground Lease Base Rent Payments Phase 2 - 7
Per DDA Sections 4.S(c) & [d), 6, and Exhibit G-2 Article 3 Phase 2 - 7 Phase 2 Phase 2A Phase 3 Phase 4 Phase 5 Phase 6 Phase 7 2018 2021 2022 2025 202B 2030 2032
8,291,400 1,419,800 NA 1,419,800 1,419,800 1,440,000 1,296,000 1,296,000 8,291,400 1,419,800 NA 1,419,800 1,419,800 1,440,000 1,296,000 1,296,000 100% 100% NA 100% 100% 100% 100% 100%
$1,500,000 $750,000 $500,000 $750,000 $750,000 $B75,000 $B75,000 $1,500,000 $750,000 $500,000 $750,000 $750,000 $B75,000 $875,000 $1,500,000 $750,000 $500,000 $750,000 $772,500 $956,136 $1,014,365 75% NA 25%
sz,335,667 I so I $713,9191
Project Base Rent Escalations Phase 2 • 7 Annuat Rent Payments Per ODA Section 4.8(d), Section 6, and Exhibit G-2 Article 3 (lflustratwefHample} Lease Illustrative Regular Periodic 1' 2 _A_g_g-,e-g-at_e_R_e_n_t ___________________________________ _ Year Year DOA G·Z 3 z DOA G-Z 3,3 Phase 2 - 7 Phase 2 Phase 2A Phase 3 Phase 4 Phase 5 Phase 6 Phase 7 1 2
3 ···-·· 4
5 -
6 7
8 9
10 11
12 '.
·· 13 .
14 15
16 2017
2018
'2019 ---· . ···-··.
2020
· 2021-
2022
·2023
2024
2025
2026 ...
' 2027
2028
2029
2030
2031
2032 . . . 17 . .. . 2033
18 2034
19 2035 ,.
20 2036
21 2037
22 2038
i3 2039
24 2040
·25 ... 2041
26 2042
27" --· 1043
2B 2044
29 2045
30 2046
31 2047
32 2048
33 2049
34 2050
35 2051
36 2052
37 2053
3B 2054
39 2055
40 2056
41 ' 2057 '"
42 2058
43 2059
44 2060
145 2061
3%
3%
3%
3%
3%
: 3% ····3%··
·.,, 3%
3%
.; .. 3"
3%
3%
····-
,.
·•·· -·•:
3" -
..
3%
3"%
3%
3% .....
3%
3%
3%
·3%· .. ,
3%
3%
3%
3%
3%
3%
3%
10%
3%
3%
3%
3%
3%
3%
3%
3%
3%
- 3.3.2(b) Adj
- . -
$1,500,000 $1,500,000 ,. - .
$1,545,000 .. si,s-is;ooo :
$1:591,350 $1,591:350 :•,
$i,389,li91 $1,639,09.1 $750,000
$2,960,763 $1,688,263 $772,500
$3,049,586 I $2,335,667 I $0 I
$3,141,074 $2,405,737 $0
,.-. $3,985,306 · $2,477,910 so
$4,104,865 $2,552,247 $0
' $4,228:011 $2,628,814 $0
$5,127,351 $2,707,579 $0
. $5,281,172 $2,788,909 $0
$6,395,743 $2,872,576 $0 .•.. $7,035,318 $3,159,834 $0 .•;,•,:.- · $8,260,742 $3,254,629 $0
$8,508,564 $3,352,268 $0
$8,763,821 $3,452,836 $0
$9,026,736 . . $3,556,421 $0
$9,297,538 $3,663,113 $0
$9,576,464 $3,773,007 $0 . - $9,863,758 . $3,886,197 $0 .. $10,159,671 $4;002;783- $0 $10,464,451 $4,122,866 $0
$11,510,907 $4,535,153. • $0
$11,856,234 $4,671,208 so
$12,211,921 $4,811,344: ,$0
$12,578,279 $4,955,684 $0
$12,955,627 .. $5,_1D4;35S $0
$13,344,296 $5,257,485 $0
$13,744,625 $5,415,210 $0 ..
$14,156,963 $5,577,666 $0
$14,581,672 $5,744,996 .. $0 ..
$15,019,122 $5,917,346 $0
$16,521,035 $6,509,081 $0
$17,016,666 $6,704,353 $0
$17,527,166 $6,905,484 - $0
$18,052,981 $7,112,648 so
$18,594,570 $7,326,028 so
$19,152,407 $7,545,809 so
$19,726,979 $7,772,183 '· So
$20,318,789 $8,005,348 $0
$20,928,352 $8,245,509 -- $0
$21,556,203 $8,492,874 $0
$49,778,671 $8,492,874 $0
- - -
- , . ... ····---- .. - -· : - ... .. ...... . .. . . • · .. .. - , ,
- .- - ·- ~
-- $500,000 - - $713,9191 ··- .. .... ·-·-··--· ···• ,· - ·- - $735,336 - - -- _$7_57,396 ~750;000 -- . -· $7B0,11B $772,500 - $803,522 $795;675 . . . -- - $B27,627 . $819,545 $772,500 - $852,456 ·$844,132 $795,675 - .. $878,030 $869,456 $819,545 $956,136 - - $965,833 $956,401 $901,500 $1,051,750 $994,808 $985,093 $928,545 $1,083,302 $1,014,365
$1,024,652 $1,014,546 - .. $956,401. $1,115,801 $1,044,796 $1,055,392 $1,045,085 $985,093 $1,149,275 $1,076,140
$1,087,054 s1;01s,i!ss - $1,014,646 $1,183,754 $1,108,424 $1,119,665 $ 1,108,731 $1,045,085 $1,219,266 $1,141,677 $1,153,255 $1,14:1;993. - "$1,076,438 $1,255,844 $1,175,927 $1,187,853 $1,176,253 $1,108,731 $1,293,520 $1,211,205
$1,223,488 $1,211,540 $1,141,993 . $1,332,325 $1,247,541 $1,260,193 $1,247,887 $1,176,253 $1,372,295 $1,284,967
.$1,386,2lz' s 1:fr2,i;1s $1;293,B78 · $1,509,524 . $1,413,464 $1,427,799 $1,413,855 $1,332,694 $1,554,810 $1,455,868
$1,470,633 $1,456,27 1 -$1,372,675 - $1,601,454 $1,499,544 $1,-514,752 $1,499,959 _ $1,413,855 $1,649,498 $1,544,530 $1,560,194 $1,544,958 $1,456,271 _ $1,698,983 $1,590,866 $1,607,000 $1,591,307 $1,499,959 $1,749,952 $1,638,592
$1,655,210 . $1;639,046 s1;544,9ss $1,802,451 $1,687,750 $1,704,866 $1,688,217 $1,591,307 $1,856,525 $1,738,382
$1,756,012. $1,738,864 ' $1;639,046 $1,912,220 $1,790,534 $1,808,693 $1,791,030 $1,688,217 $1,969,587 $1,B44:2so
$1,989,562 $1,970,133 $1,857,039 $2)66,546 $2,028,674
$2,049,249 $2,029,237 $1,912,750 $2,231,542 $2,089,535
$2,110,726 $2,090,114 $1,970,133 .. $2,298,488 s2,1s2,22i $2,174,048 $2,152,817 $2,029:237 $2,367,443 $2,216,787
$2,239,269 $2,217,402 $2,090,114 $2,438,466 $2,283,291
$2,306,448 $2,283,924 $2,152,817 $2,511,620 $2,351,790
$2,375,641 $2,352,442 $2,217,402 $2,586,969 $2,422,343
$2,446,910 $2,423,015 $2,283,924 $2,664,578 $2,495,014
$2,520,318 $2,495,705 $2,352,442 $2,744,515 $2,569,864
$2,595,927 $2,570,576 $2,423,015 $2,826,851 $2,646,960
$5,137,130 $5,260,667 $12,220,000 $9,334,000 $9,334,000 I