Agenda packet — City Council and Authorities Concurrent, December 8, 2022 (part 5 of 13)

TABLE 3A Exhibit I
Examples of Calculations of Base Rent Escalations
(for illustrative purposes only)
Ground Lease Base Rent Payments Phase 2 - 7
Per DOA Sections 4.Slc) & Id), 6, and E•hibit G-2 Article 3 Project Base Rent Escalations Phase 2 - 7 Annual Rent Payments Per ODA Section 4.B(d), Section 6, and Exhibit G-2 Article 3 (IIJustrat111e firnmple) tease Illustrative Regular Periodic i,z -Ag-g,-e-ga-,-.-R-en-,---------------------------------- Vear Vear DOA G-2 3 2 DOA G-2 3.3 Phase 2 • 7 Phase 2 Phase 2A Phase 3 Phase 4 Phase 5 Phase 6 Phase 7 46 47
48 49 -- -
50 51
52 53
54 55
56 57
58 59
60 . 61
62 63
64 65
66 67
68 69
170
71 72
73 74
75 76
77 78
79 ='
BO
81 82
83 84
85 ,
86 87
88 89
90 91
92 93
94 95
96 97
98 99
Note~
2062
2063
2064
2065
2066
2067
2068
2069
2070
2071
2072
2073
2074
2075
2076
2077
2078
2079
2080
2081
2082
2083
2084
2085
2086
2087
2088
2089
2090
2091
2092
2093
2094
2095
2096
2097
2098
2099
2100
2101
2102
2103
2104
2105
2106
2107 _
2108
2109
2110
2111
2112
2113
2114
2115
I J
CPI w/ Cap •
CPlw/cap ,_,,,, ,_
.• CPI w/ Cap -
,CPlw/ Cap
CPI w/ Cap
- CPI w/Cap
CPI w/ Cap
CPI w/Cap
·CPI w/Cap
CPI w/Cap
CPI w/Cap
CPI w/Cap
CPI w/Cap
CPI w/ Cap
CPI w/ Cap
CPI w/ Cap •.

CPI w/ Cap
CPI w/ Cap
CPI w/ Cap
CPI w/ Cap
CPI w/ Cap
CPI w/Cap
10%
10%
.....
.....

3.3.Z[c) Ad)
CPlw/Cap • __
CPI w/ Cap
CPI w/ Cap
_ CPJ~/_Cap _
- cr1·w; C•P CPI w/ Cap
CPlw/Cap
C'PI w/ Cap -
CPlw/Cap -
10%
CPI w/ Cap •
CPI w/C-ap
CPlw/Cap -·
CPI w/Cap
CPI w/Cap
CPI w/ Cap
CPi w/ Cap
CPI w/Cap
CPI w/Cap
CPI w/Cap ,.

CPI w/ Cap
10%
CPI w/ Cap ··.-·.
_ CPI w/ Cap
CPI w/ _Cap
CPI w/ C>p
CPI w/ Cap
CPI w/ Cap
CPI w/ Cap
$51,023,138 $8,705,196
$52,298,716 $8,922;826
$53,606,184 $9,145,897
$54,946,339 $9,374,544
$56,319,997 $9,608,908
$57,727,997 $9,849,130 ·•-
$59,171,197 $10,095,358
$6s;oes,317 $11,104,894
$ •
$0 $5,265,558
_$0 ... $5,397,197.
$0 $5,532,127
$0 $5,670,430
- - $0 $5,812,191
$0 $5,957,4_96
$0 $6,106,433
$0 $6,717,077
. $66,715,524 " $11,382,517 ·-········-··so -- ·se;;ass,004- $68,383,413 $11,667,080 $70,092,998 $11,958,757
$71,845,323 -$12,257,726
$73,641,456 $12,564,169
.$75,482,49i $12,878,273
$77,369,555 $13,200,230
$85,106,510 $14,5i0,253
$87,234,173 $14,883,259
$89;415,Ci27 $15,255,340 -
$91,650,403 $15,636,724
$93,941,663 $16,027,642
$96,290,204 $16,428j33
$98;697,460 $16,839,041
$101,164,896 $17,260,017
-$103,694,018 $17,691,518
$114,775,068 $19,460,670
$117,644,445 $19,947,186
$120,585,556 $20,445,866
$123,600,195 $20,957,013- -
$126,690,200 $21,480,938
$129,857,455 $22,017,962
$133,103,891 $22,568,411
$136,4;11A88 . . $23,132,621
$139;842;275 - -·, $23,7i0,936
$143,338;332 S24,so3;110 - ·
$157,672,166 $26,734,081
$161,613,970 - $27,402,433
$165,654,319 $28,087,494
$169,795,677 · $28,789,681
$174,040,569 $29,509,423
$178,391,583 · - $30,247,159
$182,851,373 $31,003,337
$187,422,657 °$31, 778;421
$192,108,223 $32,572,881
$196,910,929 $33,387'.203
$216,602,022 $36,725,924
$222,017,072 . $37,644,072
$227,567,499 $38,585,174
$233,256,687 $39,549,803 -
$239,088,104 $40,538,548
$245,065,306 $41,552,012
$251,191,939 $4i,590,812
$257,471,738 $43,655,582
$263,908,531 $44,746,972
$270)06,244 $45,865,646
so $1,05·1,129_
$0 $7,233,557
$0 $7,414,396 -
$0 $7,599,756
$0 $7,789,750
$0 $7,984,493
$0 $8,782,943
$0 $9,002,516
$0 $9,227,579
$0 $9,458,269
$0 $9,694,725
$0 -$9,937,093
$0 . $10,185,521
$0 $10,440,159
$0 . $10,701,163
so $11,771,279
$0 $12,065,561
$0 $12,367,200
$0 - $12;676,380
$0 $12,993,290
$0 $13,318,122
$0 $13,651,075
$0 $13,992,352
$0 $14,342,160
$0 $14,100,714
$0 $16,170,786
$0 $16,575,056
$0 $16,989,432
$0 $17,414,168
$0 $17,849,522
- $0 $18,295,760
$0 $18,753,154
$0 $19,221,983
$0 $19,702,532
$0 . $20,195,096
$0 $22,214,605
$0 $22,769,970
$0 $23,339,220
$0 .$23,922,700
$0 $24,520,768
,. $0 $25,13~,787
. $0 $25,762,132
$0 $26,406,185
$0 $27,066,339
.. $0 $27,742,998
Alf numbers are. illustrative, representing a specific scenario, Actual numbers may vary 1 See Table 3B for more detailed calculatlons of Base Rent Adjustment in the 45th Project lease Year 2 See Table 3C for more det:ailed calculations of Base Rent Adjustment In the 70th Project lease Year $.
$5,392,183
$5,526,988
$5,665,163
$5,806>12
$5,951,961
. $6,100,761
$6,253,280
$6,878,607
$7,050,573
$7,226,837
$7,407,508
$7,592,696
$7,782,513
'$7,977,076
$8,176,503
$8,994,153
$9,Z19,007
:$9,449,482
$9,685,719
$9,927,862
$10,176,059
$10,430,460
$10,691,222
$10,958,502
$12,766,000
$i.3;0~,1so _
$13,412,279
·si3,747,s86
$14,091,275
$14,443,557
$14,804,646
$15, 174,762
$15,554,131
$15,942,985
$17,537,283
$i7,975,715
$18,425,108
$18,885,736
$19,357,879
$19,841,826
$20,337,872
. $20,846,319
$21,367,477
$21,901,664
$24,091,830
$24,694,126
$25,311,479
$25,944,266
$2°6,592,872
$27,257,694
$27,939;137
$28,637,615
$29,353,555
$30,087,394 .
$ •
$12,525,500
$12,838,638
Si3,159,603
$i3,488;594
$13;825,808
$14,171,454
$14,525,740
$15;978,314
$16,377,772
$ii;;7s1~216
$17,i06,896 '
$17,637,069
$18,077,996
$ 18,529,945
$18,993,194
$20,892,514
$21,414,826
$21,950,197
$22,498,952
$23,061,426
$23,637,961
$24,228,910
$24,834,633
$25,45SA99
$28,001,049
$28,701,075
$29,418,602
$3.0, 154;067
$30,907,919
$31,680,617
$32,472,632
$33,284,448
$34,116,559
$34,969,473
$38,466,4-20
$39,428,081
$40,413,783
$41,424,128
$42,459,731
$43,521,224.
$44,609,255
$45,724,486
$46,867,598
$48,039,288
$52,843,217
$54,164,297
$55,518,405
$56,906,365
$58,329,024
$59,787,250.
$61,281,931
$62,813,979
$64,384,328
$65,993,937
$ ' $.
$9,567,350 $9,567,350
. $9,806;534 $9;806,534
$10,051,697 $10,051,697
$10,302,990 $10,302,990
s10,s&a,s54 sio,sso,s64 · $10,824,578 $10,824,578
$11,095,193 $11,095,193
$12,204,712 $12,204,712
si2,so9,s3ci fojo!l,aio . SiZ,822,576 · $12,822,576
$13,-143,140 $13,143,140
$13,471,719 $13,471,719
$13,808,512 $13,808,512
$14,153;724 . $14,i53,724
$14,507,567 $14,507,567
$15,958,324 . . $15,958,324
$16,357,282 $16,357,282
$16,766,214 . $15,766;214
$17,185,370 $17,185,370
$17,615,004 $17,615,004 _
$18,055,379 $18,055,379
$18,506,763 $18,506,763 .
$ 18,969,433 $18,969,433
$19,443,668 $19,443,668 ·
$21,388,035 s21,3ss,035 I
$21,922,736· $21,922,736 ·
$22,470,805 $22,470,805
$23,032,575 $23,03i.575
$23:608,389 $23,608,389
. $24,198,599 $24,1~8,599
$24,803,564 $24,803,564
' $25,423,653 $25,423,65_3
$26,059,244 $26,059,244
· $26,710,725 .. $26,710,725
$29,381,798 $29,381,798
$30,116,343 · $30,116,343
$30,869,251 $30,869,251
·$31,640,982 $31,640,982
$32,432,007 $32,432,007
$33,242,807 $33,242,807
$34,073,877 $34,073,877
$34,925,724 $34,925,724
$35,798,867 $35,798,867
$36,693,839 $36;693,839
$40,363,2i3 $40,363,223
$41,372,304 $41,372,304
$42,406,611 $42,406,611
$43,466, ni $43,466,777
$44,553,446 $44,553,446
$45,667,282 $45,667,282
$46,808,964 $46,808,964 ..
$47,979,188 $47,979,188
$49,178,668 $49,178,668
$50,408,135 $50,408,135

Page 5 of 7 ends

TABLE 38
Reference Per
Exhibit I
Examples of Calculations of Base Rent Escalations
[for illustrative purposes only)
Base Rent Adjustment In the 45th Project Lease Year Phase Z-7 DDA Exhibit G-2 Section 3.3.2
Aggregate
LINE DDA Exhibit G·2 Total Phas e 2-7 Phase 2 Phase 2A
Premises Overview ~ Illustrative . 1., ·,·"', h I . _,
,
1 3.3.2(al(ii) Allowed Square Footage 8,291,400 ~,419,\IOO NA 2 3.3.2(a)(i) Premium Costs $800,000,000 $175,000,000 NA 3 Premium Costs Per Allowed Square Footage $96.49 $123.26 NA .. :
... .. ....
4 Exhibit H Airspace Parcel Fee Fair Market Value in Year 45 $1,576,800,000 $230,933,333 NA 5 Land Acres " :·· 197.1 28.9 , NA
6 Per Acre $8,000,000 $8,000,000 NA . , ::i-· .. ... 7 Per Land Square Foot ; $183.65 '$183.65 NA Base Rent Adjustment in the 45th Project Lease Year, : bDA Exhlbtt G-2 Section 3;3,2(bl , , The Greatest of.Llnes 13,.18,,and 20 ,· I 8 i : " 3.3.2{b)(I) Line 4 Divided by .Line 1 . . .. .. · $162.65 NA 9 Cap Allowed Fair Market Value of $200 $200.00 NA .. ,,_, ,., ,, .. .. .. 10 The Lesser of Line 8 and Line 9 $162.65 NA ..
11 Line 3 Premium Costs Per Allowable Square Footage $123.26 NA 12 Line 10 Less Line 11 .: . $39.40 NA - 13 Multiple u,ne 12 by 6.5% $2.56 NA ,. .. I ·- 14 3.3.2{b)(ii) Line 1 Allowed Square Footage allocated to Premises 1,419,800 NA 15 Aggregate Project Allowed Square Footage : .. ! 8,291,400 NA 16 Line 14 Divided by Line 15 0.1712 NA
17 $30,000,000 multiplied by Line 16 (1) $5,137,130 NA
18 Line 17 Divided by Line 1 $3.62 NA ., •I
... 19 3.3.2(b)(iii) Base Rent For Year 44 $8,492,874 NA 20 Line 19 Divided by Line 1 I .$5.98 NA
21 rhe Greatest of lines 13, 18, and 20 $5.98 NA
zz Base Rent Year 45 • Line 1 Multiplied by Line 21 $49,778,671 $8,492,874 $0 ~
All numbers are illvstrative, representing a specific scenario. Actual numbers may vary 1 $30,000,000 referenced In Line 17 may change per DOA Exhibit G-2 Section 3.3.3 Phase 3 Phase 4 Phase 5 Phase 6 Phase 7
'· ,. ' ,., .
1,419,800 1,419,800 1,440,000 1,296,000 1,296,000
$175,000,000 $150,000,000 $100,000,000 $100,000,000 $100,000,000 $123.26 $105.65 $69.44 $77.16 $77.16
: : :~ . .. : ... . .
$230,933,333 $230,933,333 $396,800,000 $243,600,000 $243,600,000 ·: 28.9 . : ·' 28.9 ' :49.6 ·· 30.5 30.5
$8,000,000 $8,000,000 $8,000,000 $8,000,000 $8,000,000 " $183.65 $183.65 t $183:65 $183 .. 65 : . . $183.65
.. . ·' ···'· " i .. :'i '<'; ',;:·:<\ "j'~ • ,j·•·•l '; ,, " $162.65 . $275.56 ; : $187.96 .. $162.65 $187.96
$200.00 $200.00 $200.00 $200.00 $200.00
$162.65 $162.65 $200.ob $187~6 $187.96 ..
$123.26 $105.65 $69.44 $77.16 sn.1s
$39_.40 $57.00 $130.56 $110.80 $110.80
$2.56 $3.71 $8.49 $7.20 $7.20
.. 1,419,800 1,419,800 1,440,000 1,296,000 1,296,000
8,291,400 8,291,400 8,291,400 8,291,400 8,291,400

0.1712 0.1712 0.1737 0.1563 0.1563
$5,137,13? $5,137,130 $5,210,218 $4,689,196 $4,689,196
$3.62 $3.62 $3.62 $3.62 $3.62 ... ... - .,
: . ... $2,595,927 $2,570,576 $2,423,015 $2,826,851 $2,646,960 $1.83 $1.81 $1.68 : $2.18 . $2.04
$3.62 $3.71 , $8.49 $7.20 . $7.20 I
$5,137,130 $5,260,667 $12,220,000 $9,334,000 $9,334,000 TABLE 3C
1 3.3. 2(a)(ii) .
2 3.3.2(a)(i)
3 4 Exhibit H
5 6
7 8 3.3.2(c)(i)
9 10
11 12
13 14 3.3.2(b)(ii)
15 16
17 Exhibit I
Examples of Caiculations of Base Rent Escalations
(for illustrative purposes only)
Base Rent Adjustment in the 70th Project Lease Year Phase 2-7 DDA Exhibit G-2 Section 3.3.2
Allowed Square Footage ':]> 8,291,400 1,419,800 ,,,
Premium .Costs · $800,000,000 '$,11s,odo,ooo
Premium Costs Per Al/owed Square Footage $95.49 $123.25 Airspace Parcel Fee Fair Market Value in Year 70 $2,365,200,000 $346,400,000 Land Acres 197.1 28.9
Per Acre $12,000,000 $12,000,000
Per Land Square Foot ··,$275.48 $275.48 ··•-• --··
Line 4 Divided by Line 1 ::;,; $243;98
Cap Allowed Fair Market Value of $350 $350.00
The Lesser of Line 8 and Line 9 · ,.,i:;!f' , .. $243:98 I Line 3 Premium Costs Per Allowable Square Footage $123.26 Line 10 Less Line 11
, .. , $µ0.72
Multiple Linen by 6.5% $7.85
t,;: .! i:. ,,
Base Rent For Year 69 $17,691,518
Line 14 Divided by Line 1 , $12.46 "'i',;1 ::•
:!;'.:,
Multiple Line 15 by 110% $13.71
The Greater of Lines 13, and 16
NA 1,419,800 1,419;soo
NA ·$175,000,000 , $150,000;ooo.

NA $123.25 $105.55
NA $346,400,000 $346,400,000 . ..

NA , 28.9, 28.9
NA $12,000,000 $12,000,000
NA $275-48 $275.48
NA $243.98 $243.98
NA $350.00 $350.00
NA $243.98 $243.98
NA $123.26 $105.65
NA' $120.72 ' $138'.33
NA $7.85 $8.99 , ,.,
NA $10,701,163 $10,958,502
NA $7.54 $7.72
NA $8.29 $8.49
1,440,000
; $100,000,000
$69.44
. ,,
$595,200,000

49.5 $12,000,000
$275.48
$413.33
$350.00
'$350.00
$69.44
$280.56
$18.24
$25,455,499
$17.68
$19.45
:·1!1
l,29~,000 \,1 1,296,,000
• $100,000,000
$77.16
$365,400,000

30.5 $12,000,000
. $275.48
$2&1.94
$350.00
. $281.94
$77.16
$204.78
$13.31
$19,443,668
$15.00
$16.50
$100,000,000
$77.16
$365,400,000

30.5 $12,000,000
$275.48
$281.94
$350.00
$281.94
$77.16
$2q,!.78
$13.31
$19,443,668
s1s.oq
$16.50
NA $8.29 $8.99 $19.45 $16.50 $16.50
18 i Base Rent Year 45 - Line 1 Multiplied by line 17 . $114,7~5,068 $13.71
$19;460;670 : $0 $11,771,279 $12,766,000 ' $28,~0,1,049 $21,388,035 $21,388,035 Notes
All numbers are illustrative, representing a specific scenario. Actual numbers may vary

EXHIBITJ
Insurance Requirements
Developer, and its subcontractor(s), if any, shall purchase and maintain the insurance policies set forth below on all of its operations under this Agreement at its/their sole cost and expense. Such policies shall be maintained for the full term of this Agreement and the related warranty period (if applicable). For purposes of the insurance policies required under this Agreement, the term "City" shall include the duly elected or appointed council members, commissioners, officers, agents, employees, and volunteers of the City of Santa Clara, California, individually or collectively.

1. MINIMUM SCOPE AND LIMITS OF REQUIRED INSURANCE
POLICIES.

The following policies shall be maintained with insurers authorized to do business in the State of California and shall be issued under forms of policies satisfactory to the City:
a. COMMERCIAL GENERAL LIABILITY INSURANCE POLICY
{"CGL").
b.

Policy shall include coverage at least as broad as set forth in Insurance Services Office (herein "ISO") Commercial General Liability coverage (Occurrence Form CG 0001) with policy limits not less than the following:
$5,000,000 each occurrence;
$5,000,000 for personal injury liability;
$5,000,000 aggregate for products-completed operations; and, $5,000,000 general aggregate.

BUSINESS AUTOMOBILE LIABILITY POLICY ("BAL").

Policy shall include coverage at least as broad as set forth in Insurance Services Office Business Automobile Liability coverage, Symbol 1 "Any Auto" (Form CA 0001). This policy shall include a minimum combined single limit of not less than two million ($2,000,000) dollars for each accident, for bodily injury and/or property damage.
c. . WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
INSURANCE POLICY ("WC/EL"). (A Workers' Compensation Policy or adequate levels of self-insurance are required only if Developer has employees or volunteers.)
These policies shall include at least the following coverages and policy limits:

EXHIBITJ
Insurance Requirements
I. Workers' Compensation insurance as required by the laws of the State of California; and

2. Employer's Liability insurance with coverage amounts not less than one million ($1,000,000) dollars each accident/Bodily Injury (herein "BI"); one million ($1,000,000) dollars policy limit BI by disease; and, one million ($1,000,000) dollars each employee BI by disease.

2. DEDUCTIBLES AND SELF-INSURANCE RETENTIONS.

Any deductibles and/or self-insured retentions which apply to any of the insurance policies referred to above shall be declared in writing by Developer and approved by the City before work is begun pursuant to this Agreement. At the option of the City, Developer shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration, and/or defense expenses.

3. ENDORSEMENTS.

All of the following clauses and endorsements, or similar provisions, are required to be made a part of the required insurance policies indicated in parentheses below: ·
a.
b.
c.
d.

Additional Insureds The City of Santa Clara, its City Council, commissions, officers and employees are hereby added as additional insureds in respect to liability arising out of the Owner/Developer's work for the City, providing coverage at least as broad as Insurance Services Office (ISO) Endorsement CG 2010, or insurer's equivalent (CGL); General Aggregate The general aggregate limits shall provide coverage at least as broad as Insurance Services Office (TSO) Endorsement CG 2503, or insurer's equivalent (CGL);
Primary Insurance This policy shall be considered primary insurance with respect to any other valid and collectible insurance City may possess, including any self-insured retention City may have, and any other insurance City does possess shall be considered excess insurance only and shall not be called upon to contribute with this insurance (CGL & BAL); and
Notice of Cancellation No cancellation shall be effective until written notice has been given at least thirty (30) days prior to the effective date of such cancellation to City at the address set forth below, except the insurer may give ten (I 0) days' notice for non-payment of premium (CGL, BAL, WC/EL&PL).
2 EXIIlBIT J
Insurance Requirements

4. ABSENCE OF INSURANCE COVERAGE.

5. City may direct Developer to immediately cease all activities with respect to this Agreement if the City determines that Developer fails to carry, in full force and effect, all insurance policies or self-insurance with coverages at or above the limits specified in this Agreement. Any delays or expense caused due to stopping of work and change of insurance shall be considered Developer's delay and expense. At the City's discretion, under conditions of lapse, City may purchase appropriate insurance and charge all costs related to such policy to Developer.

PROOF OF INSURANCE COVERAGE AND COVERAGE
VERIFICATION.

A Certificate of Insurance, on an Accord form, and implementing endorsements shall be provided to City by each of Developer's insurance companies as evidenc.e of the stipulated coverages prior to commencement of work under this Agreement, and annually thereafter at least ten (10) days prior to termination of existing coverage for the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by this Agreement at any time. All of the insurance companies providing insurance for Developer shall have, and provide evidence of, a Best Rating Service rate of "A VI" or above.

The Certificate oflnsurance and coverage verification and all other notices related to cancellation shall be mailed to:

Office of the City Clerk
Attention: Director of Planning & Inspection
1500 Warburton Avenue
Santa Clara, California 95050
102099864.1
3 EXHIBITK

FORM OF RECOGNITION AGREEMENT

RECOGNITION, NON-DISTURBANCE AND A TTORNMENT AGREEMENT
THIS AGREEMENT (this "Agreement"), dated as of ___ ~ __ between CITY OF SANTA CLARA, CALIFORNIA, a chartered municipal corporation (the "Ground Lessor"), and _______ , a _______ (the "Tenant").

WITNESSETH:

WHEREAS, Ground Lessor is the owner in fee of the property (the ''Premises") more particularly described on Exhibit A attached hereto, and has leased the same to [Related SPE] (the "Landlord"), as tenant, pursuant to that certain Ground Lease (City Place Santa ClaraPhase [_J) dated as of _____ , 20_ (said ground lease, as heretofore or hereafter amended or supplemented, the "Ground Lease"), a memorandum of which, dated _____ , 20 _, was recorded on _____ , 20_ as Instrument No. ____ in the Official Records of Santa Clara County, California. Capitalized terms used herein but not defined herein shall have the meanings set forth in the Ground Lease;
WHEREAS, Tenant has entered into a lease dated _____ , 20 _, between Landlord, as sublandlord, and Tenant, as subtenant (said lease, as heretofore or hereafter amended, supplemented, extended, or otherwise modified, the "Lease"), with respect to a portion of the Premises (as more particularly described in the Lease as the "Premises", the ''Demised Premises"); and
WHEREAS, Tenant and Ground Lessor desire to enter into this Agreement pursuant to which Ground Lessor agrees not to disturb Tenant's possession of the Demised Premises, and to recognize Tenant as a direct tenant of Ground Lessor, and Tenant agrees to attorn to Ground Lessor, under the terms of the Lease and this Agreement, in the event that Ground Lessor terminates the Ground Lease and succeeds to the interests of Landlord under the Lease.

NOW, THEREFORE, in consideration of the premises and the agreements of the parties contained herein, the parties hereto hereby covenant and agree as follows:

Section 1. Tenant acknowledges and agrees that the Lease is and shall be subject and subordinate to the Ground Lease and all renewals, amendments, modifications, consolidations, replacements and extensions thereof. Such subordination shall be effective and self-operative without the execution of any further instruments; however, Tenant shall confirm the provisions of this paragraph in writing from time to time upon written request from Ground Lessor.

Section 2. Ground Lessor hereby acknowledges and confirms that Tenant is a Qualifying Subtenant (as such term is defined in the Ground Lease) and designates the Lease as a Qualifying Sublease (as such term is defined in the Ground Lease).

Section 3. Ground Lessor and Tenant hereby agree that in the event Ground Lessor acquires or succeeds to the interest of Landlord under the Lease (the date upon which event occurs hereinafter being referred to as the "Succession Date"), then, provided that on the Succession Date no event of default exists and is continuing under the Lease which would permit

EXHIBITK

FORM OF RECOGNITION AGREEMENT
Landlord to terminate the Lease or exercise any dispossess remedy provided for in the Lease, the Lease shall continue as a direct lease between Ground Lessor and Tenant upon all of the terms, covenants, conditions and agreements set forth in the Lease and remaining to be performed, with the same force and effect as if Ground Lessor, as landlord, and Tenant, as tenant, entered into a lease (on such terms, covenants and conditions, including any renewals thereof) as of the date of the termination of the Ground Lease, for a term equal to the unexpired term of the Lease. At the request of either party, Ground Lessor and Tenant shall execute and exchange an instrument confirming such direct lease relationship, but the failure of either party to execute such instrument shall not affect their rights and obligations with respect to said direct lease relationship. As of the Succession Date, Tenant agrees to be bound by said direct lease relationship and to fully and completely attorn to Ground Lessor and recognize Ground Lessor as its landlord and shall pay its rent, additional rent and all other sums due under the Lease at the address designated by Ground Lessor by written notice to Tenant from time to time.

Notwithstanding the foregoing or anything else contained in this Agreement:
(a) Ground Lessor shall not be subject to any offsets or defenses that Tenant might have as to Landlord and shall not in any way or to any extent be liable to Tenant for any past act, breach or default on the part of Landlord under the Lease, and Tenant shall have no right to assert the same or any claims for damages arising therefrom against Landlord as its landlord, nor shall Ground Lessor be obligated to fund to, or for the benefit of, Tenant, any then undisbursed (as of the effective date of such recognition) tenant improvement or refurbishment allowance or other allowances or monetary concessions; and (b) Ground Lessor shall not be required or obligated to credit Tenant with any rent, additional rent, security deposits, security or other amounts delivered or paid by Tenant to Landlord.
( c) Ground Lessor shall not be bound by any amendment, modification or supplement to the Lease which has not been consented to in writing by Ground Lessor, which consent Ground Lessor agrees not to unreasonably withhold.

Section 4. Whenever it is provided in this Agreement that a notice, demand, request, consent, approval or other communication (each, a "Notice") shall or may be given to or served upon either of the parties by the other, and whenever either of the parties shall desire to give or serve upon the other any Notice with respect hereto or the Premises, each such Notice shall be in writing and, any law or statute to the contrary notwithstanding, shall not be effective for any purpose unless given or served as follows: (a) by personal delivery (including by same day commercial courier service), with receipt acknowledged, (b) delivered by reputable, national overnight delivery service (with its confirmatory receipt therefor), next Business Day delivery specified, (c) sent by registered or certified United States mail, postage prepaid. or (d) sent by a telephonic facsimile transmitting machine (with the receipt of such transmittal acknowledged in writing or by telephone), with a confirmatory copy to be delivered thereafter by duplicate notice in accordance with any of clauses (a). (b) or (c) of this Section 4, in each case to the parties as follows:

Notices under this Agreement shall be addressed to the parties as follows:
2 EXHIBITK

FORM OF RECOGNITION AGREEMENT
(a) If to Tenant:

Attention: ----
With a copy to:

Attention: ---~
(b) Ifto Ground Lessor:

City of Santa Clara, California
Attention: ___ _
With a copy to:

Attention: ----
Either party may change the address(es) to which any such Notice is to be delivered by furnishing ten (10) days written notice of such change(s) to the other party in accordance with the provisions of this Section 4. The attorney for any party may send Notices on that party's behalf.

Every Notice shall be deemed to have been given or served (a) if given by hand or overnight delivery service, upon delivery thereof, (b) if given by telephonic facsimile transmitting machine, upon delivery by such means to the addressee, regardless of the timing of receipt of any confirmatory copy, and (c) if given by certified or registered mail, on the third (3rd) Business Day after the posting of the same, postage prepaid; in each case with failure to accept delivery to constitute delivery for such purpose.

Section 5. Tenant represents and warrants to Ground Lessor that Tenant has provided Ground Lessor with a true, correct and complete copy of the Lease, including all amendments, modifications, extensions and supplements thereto. Ground Lessor represents and warrants that the Ground Lessor has not delivered to Landlord any written notice of default under the Ground Lease that has not been cured as of the date hereof. Each party to this Agreement represents and warrants to each other party that it has full power and authority to 3 EXHIBITK

FORM OF RECOGNITION AGREEMENT
enter into and perform this Agreement and that the undersigned signatory is a duly authorized officer, signatory, member or partner (as applicable) of such party.

Section 6. Upon the request of either Tenant or Ground Lessor, Tenant or Ground Lessor, as the case may be, shall promptly execute and deliver to the other any further agreement or other instrument in recordable form reasonably acceptable to Tenant or Ground Lessor, as applicable, which may be necessary or appropriate to evidence such attornment or direct lease relationship, but the failure to do so shall not affect the rights and obligations of Tenant and Ground Lessor under this Agreement.

Section 7.
successors and assigns.

This Agreement binds and benefits the parties and their respective Section 8. This Agreement may not be modified, amended or terminated unless in writing and duly executed by the party against whom the same is sought to be asserted and constitutes the entire agreement between the parties with respect to the subject matter hereof.

Section 9. As between Ground Lessor and Tenant only, in the event of inconsistencies between the terms and conditions of the Lease and the terms and conditions of this Agreement, the terms and conditions of this Agreement shall govern.

Section 10. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

Section 11. This Agreement shall be governed by the laws of the State of California.

Section 12. If any term or prov1s1on of this Agreement or the application thereof to any Person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.
[SIGNATURES ON NEXT PAGE]
4 EXHIBITK

FORM OF RECOGNITION AGREEMENT
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

GROUND LESSOR:

CITY OF SANT A CLARA, CALIFORNIA
By:

Name:

Title:

ACKNOWLEDGEMENT
A notary public or other officer completing
this certificate verifies only the identity of the
individual who signed the document to which
this certificate is attached, and not the
truthfulness, accuracy, or validity of that
document.

STA TE OF CALIFORNIA

COUNTY OF SANT A CLARA
)
) ss.
)
On __________ before me, __________ __,, Notary Public, personally appeared ______________________ , who proved to me on the basis of satisfactory evidence-to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
(Seal)
Notary Public

EXHIBITK

FORM OF RECOGNITION AGREEMENT
TENANT:

By: ----------- Name: ---------- Title: -----------

STATE OF CALIFORNIA

COUNTY OF --------
)
) ss.
)
On __________ before me, ___________ , Notary Pub1ic,
personally appeared ______________________ , who proved to me on the basis of satisfactory evidence-to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
(Seal)
Notary Public

EXHIBITK

FORM OF RECOGNITION AGREEMENT
Exhibit A
Premises
102098746.3
Ifto City:

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
If to Tenant:

Attn: .__ _ ____ _.

With a copy to:

Attn: ~-----~
I 02100273. J

EXHIBITL

NOTICE PARTIES

EXHIBITM

PRE-APPROVED ARBITRATORS LIST
Bruce Belding: http://www.thecca.net/profile/bruce-belding Brad Bening, Esq. - http://wsblaw.net/Brad%20Bening%20Mediationpage%20FlNAL.pdfHon.

Joseph Biafore, Jr. (ret.) - http://www.jamsadr.com/biafore/ Zela Claiborne, Esq.: http://www.jamsadr.com/claibome/
Bruce A. Edwards, Esq. - http://www.jamsadr.com/Edwards/Construction/ Hon. Jamie Jacobs-May (ret.) - http://www.jamsadr.com/jacobs-may/ Hon. William Martin (ret.) - http://w\vw.jamsadr.com/william-martin/

EXHIBITN

FORM OF MEMORANDUM OF GROUND LEASE

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
(Space above this line for Recorder's use only)

MEMORANDUM OF GROUND LEASE
(CITY PLACE SANTA CLARA - PHASE [ ])

THIS MEMORANDUM OF GROUND LEASE (CITY PLACE SANTA
CLARA- PHASE [ ]) (this "Memorandum") is made as of the_ day of ___ , 20_, by and between the CITY OF SANTA CLARA, CALIFORNIA, a chartered municipal corporation, as landlord (and any successor entities thereto, "Landlord") and [INSERT TENANT], a --------("Tenant").

WITNESSETH:

WHEREAS, City and Tenant entered into that certain Ground Lease (City Place Santa Clara- Phase [ ]), dated as of the date hereof (the "Lease") WHEREAS, pursuant to the Lease: (x) City has leased to Tenant, and Tenant has hired from City, the premises more particularly described on Exhibit A attached hereto and made a part hereof (the "Premises"), together with all easements, appurtenances and other rights and privileges now or hereafter belonging or appertaining to the Premises; [(y) City has granted and demised to Tenant certain non-exclusive easements, coupled with an interest, as more particularly described in the Lease] and (z) City has agreed to grant to Tenant an exclusive right to purchase from Landlord certain portions of the Premises in accordance with the terms of the Lease; [ and]
[for Phases 2-7 only][WHEREAS, the Premises lie above the Landfill Parcel, as defined and more particularly described in the Lease and as described on Exhibit B attached hereto and made a part hereof, over and through which Tenant has various easements, as more particularly described in the Lease and in this Memorandum; and] WHEREAS, in accordance with Section 27280 of the California Government Code, the parties desire to record this Memorandum summarizing certain (but not all) of the provisions, covenants and conditions set forth in the Lease.

NOW, THEREFORE, City and Tenant declare as follows:
l. The term of the Lease shall commence on the date hereof, and shall end on _______ , 2_, unless such term shall sooner end pursuant to any

EXHIBITN

FORM OF MEMORANDUM OF GROUND LEASE
of the covenants, agreements, terms, provisions and limitations of the Lease or pursuant to law.

2. [for Phases 2-7 only][Pursuant to and in accordance with Section 2.3 of the Lease, the City grants the following easements to Tenant, on terms and conditions more particularly described in the Lease (capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Lease):
(a) An easement over, under, upon, in and through all portions of the Landfill and Landfill Parcel that underlie the Airspace Parcel for the construction, reconstruction, replacement, removal, relocation, maintenance, modification, repair, operation and use of (i) all pilings, infrastructure and other support mechanisms, improvements and equipment intended by Tenant to support, operate, maintain, secure, use or stabilize Improvements and Buildings constructed or planned to be constructed by Tenant under the DDA, the Lease or any other Authorization, (ii) utility facilities, lines, cable, equipment and other improvements necessary or convenient to facilitate the provision of utility and other services to the Premises, Buildings and Improvements thereon as Tenant may desire from time to time (including water, electricity, sewage, cable, internet and gas) to be constructed over, under, upo·n, in or though the Landfill Parcel and (iii) all other penetrations, installations, equipment and/or improvements from the Premises (or adjacent areas) into (or through) the Landfill Parcel that are permitted or required under the terms of the DDA, the Lease or any other Authorization or otherwise are necessary or convenient from time to time during the Term to enable, facilitate, enhance or provide for the economical and efficient construction, development, installation, maintenance, repair, removal, relocation, replacement, use, management, and operation of the Improvements, together with the right of access to the areas covered by this easement and areas immediately adjacent thereto as may be necessary or convenient for such purposes;
(b) An easement over, under, upon, in and through the Project Site for the construction, development, reconstruction, replacement, relocation, maintenance, repair, operation and use by Tenant of Infrastructure Improvements contemplated by the Infrastructure Master Plan and/or that are required or permitted by the DDA, the Lease, any other Authorization or the CC&Rs to be built or installed, or caused to be built or installed, together with the right of access to the areas covered by this easement and areas immediately adjacent thereto as may be necessary or convenient for such purposes; provided, that the easement granted in this paragraph (b) shall not be deemed to encumber or be enforceable with respect to any portion of the Project Site that is subject to a ground lease from City covering all or any portion of the Project Site; and 2 EXHIBITN

FORM OF MEMORANDUM OF GROUND LEASE
(c) An easement over, under, upon, in and through the Landfill Parcel in order to allow Tenant, its agents or contractors to take such action as Tenant desires to ameliorate, mitigate, manage, remedy, remediate and/or repair any environmental, soils or other physical condition within the Landfill Parcel that (i) is causing damage to, or is threatening to cause damage to, any Improvements, pylons or other installations or equipment installed, operated or used by Tenant under Section 2.3.1 of the Lease or any Improvements or property located within the Premises or any business operated within the hnprovements, or (ii) poses any form of threat to the health and safety of any occupants or visitors to the Premises, the Improvements (or any businesses operated therein) (or to any Subtenant) or that may otherwise interfere with the operation of the Premises or any business contained in the Premises.]

3. The Lease contains a purchase option given by City in favor of Tenant to acquire fee title to certain portions of the Premises and any and all buildings and improvements located thereon, pursuant to and in accordance with the provisions of Article 7 of the Lease.

4. The Lease contains a provision for the severance of the Premises and the execution and creation of one or more severed parcel leases, pursuant to and in accordance with Article 7 of the Lease.

5. This Memorandum shall be deemed terminated and of no further force or effect following the date upon which the Term of the Lease (as defined therein) shall have expired, in accordance with the terms of the Lease.

6. In the event of any inconsistency or conflict between the terms of this Memorandum and the terms and conditions of the Lease, the terms and conditions of the Lease shall control.

7. This Memorandum may be executed in any number of counterparts, each of which shall constitute an original, but all of which, taken together, shall constitute but one and the same instrument.

8. A copy of the Lease is maintained at the offices of City. [Remainder of Page Intentionally Left Blank]
3 EXHIBITN

FORM OF MEMORANDUM OF GROUND LEASE
IN WITNESS WHEREOF, this Memorandum has been duly executed by the parties hereto as of the day and year first above written.

CITY OF SANTA CLARA, CALIFORNIA,
a chartered municipal corporation
By: _________ ____ _
Name:

Title:

ST A TE OF CALIFORNIA )
) ss.

COUNTY OF SANTA CLARA )
On ____ ______ before me,----------~ Notary
Public, personally appeared
--------------- --- ---~
who proved to me on the
basis of satisfactory evidence-to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
(Seal)
Notary Public
[Signatures continue on following page]
[Signature Page to Memorandum of Ground Lease
(City Place Santa Clara - Phase [ J)]

EXHIBITN

FORM OF MEMORANDUM OF GROUND LEASE
[TENANT],
a Delaware limited liability company
By: _____________ _
Name:

Title:

ACKNOWLEDGEMENT
A notary public or other officer completing
this ce1tificate verifies only the identity of the
individual who signed the document to which
this certificate is attached, and not the
truthfulness, accuracy, or validity of that
document.

STATE OF CALIFORNIA

COUNTY OF ---------
)
) ss.
)
On ___________ before me, ___________ , Notary
Public, personally appeared
_______________________ , who proved to me on the
basis of satisfactory evidence-to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
(Seal)
Notary Public
[Signature Page to Memorandum of Ground Lease
(City Place Santa Clara - Phase [ ])]
Exhibit A
Premises
[To be attached upon execution]
A-1
Exhibit B
Landfill Parcel
[To be attached upon execution]
B-1
EXHIBITG-2
FORM OF GROUND LEASE (PHASES 2-7)

GROUND LEASE
(CITY PLACE SANTA CLARA- PHASE [ ])
by and between

THE CITY OF SANTA CLARA, CALIFORNIA,
a chartered municipal corporation,
a
as landlord,
and
------------
as tenant,
dated as of 20 ---~
Premises:

Phase_ of City Place Santa Clara
Santa Clara, CA
EXHIBITG-2
FORM OF GROUND LEASE (PHASES 2-7)
ARTICLE 1 DEFINITIONS .......................................................................................................... 2 ARTICLE 2 PREMISES AND TERM OF LEASE .................................................................... 15

2.1 Lease of Premises ...................................................................................................... 15

2.2 Airspace Parcel Easements ........................................................................................ 16

2.3 Term ........................................................................................................................... 18

2.4 Ownership of Improvements ...................................................................................... 18 ARTICLE 3 RENT ...................................................................................................................... 19

3.1 Base Rent ................................................................................................................... 19 3 .2 Regular Base Rent Escalations .................................................................................. 19

3.3 Periodic Base Rent Escalations .................................................................................. 20

3.4 Phase [ ] Airspace Parcel Fee Fair Market Value Determinations ........................... 2.2 3 .5 Net Lease ................................................................................................................... 23 3 .6 Other Charges ............................................................................................................ 24

3. 7 Late Charges .............................................................................................................. 24

3.8 Examples .................................................................................................................... 24 ARTICLE 4 IMPOSITIONS [AND PUBLIC FINANCING] ..................................................... 24

4.I Impositions ................................................................................................................. 24

4.2 Possessory Interest; Impositions on Landfill Parcel .................................................. 24

4.3 Impositions Beyond the Term .................................................................................... 25

4.4 Tenant's Contest ........................................................................................................ 25

4.5 City Cooperation ........................................................................................................ 27

4.6 Invoices for Impositions ............................................................................................ 27

4.7 Separation of Tax Assessment Parcels ...................................................................... 27 · 4. 7 Public Financing ........................................................................................................ 27 ARTICLE 5 CC&RS; MASTER ASSOCIATION ..................................................................... 27

5.1 CC&Rs ....................................................................................................................... 27 5 .2 Master Association ..................................................................................................... 27 ARTICLE 6 FURTHER PARCELIZATION .............................................................................. 28

6.1 Parcelization ............................................................................................................... 28 ARTICLE 7 MAJOR OCCUPANT PURCHASE OPTION AND MAJOR OCCUPANT NEW LEASES ................................................................................................................. 28

7. I Major Occupants ........................................................................................................ 28

7.2 MO Occupant Purchase Option ................................................................................. 28 EXHIBIT G-2
FORM OF GROUND LEASE (PHASES 2-7)

7.3 Exercise of MO Occupant Purchase Option .............................................................. 28

7.4 Determination of Fair Market Value .......................................................................... 29

7.5 MO Purchase Closing ................................................................................................ 29

7.6 MO Purchase Closing Conditions .............................................................................. 29 ARTICLE 8 INSURANCE ......................................................................................................... 31

8.1 Required Insurance .................................................................................................... 31

8.2 Insurance Requirements ............................................................................................. 31

8.4 CPI Adjustment. ......................................................................................................... 32 ARTICLE 9 CASUALTY AND USE OF INSURANCE PROCEEDS ...................................... 32

9.1 Tenant's Obligation to Restore .................................................................................. 32

9.2 Restoration Plans and Specifications ......................................................................... 33

9.3 Progress Payments for Major Restorations ................................................................ 34 9 .4 Conditions Precedent to Disbursements .................................................................... 35

9.5 Additional Requirements for Restoration .................................................................. 36

9.6 No Abatement ............................................................................................................ 36

9.7 Termination ................................................................................................................ 36

9.8 Casualty Damage to the Landfill Parcel .................................................................... 37

9.9 Allowed Square Footage on Casualty ........................................................................ 38

9.10 Disputes ...................................................................................... · .............................. 38 ARTICLE 10 CONDEMNATION .............................................................................................. 38

10.1 Taking of All or Substantially All of Premises ........................................................ 38

10.2 Date of the Taking ................................................................................................... 39 l 0.3 Partial Taking; Tenant's Obligation to Restore ....................................................... 39

10.4 Temporary Taking ................................................................................................... 41

10.5 Sale-in-Lieu of Condemnation ................................................................................. 41

10.6 Participation in Proceedings and Other Issues ......................................................... 41

10.7 Claims for Personal Property ................................................................................... 42 I 0.8 Taking of the Landfill Parcel ................................................................................... 42 ARTICLE 11 ASSIGNMENT, SUBLETTING, MORTGAGES, ETC ...................................... 42

11.5 Leasehold Mortgages and Mezzanine Loans ........................................................... 47

11.6 New Lease ............................................................................................................ .... 51

11.7 Additional M01tgagee Protections ........................................................................... 53

11.9 Rights Among Leasehold Mortgagees ..................................................................... 54 ii
EXIDBIT G-2
FORM OF GROUND LEASE (PHASES 2-7)

11.8 Subleases .................................................................................................................. 54

11.10 Recognition Right .................................................. _ ................................................ 54 ARTICLE 12 REP AJRS AND MAINTENANCE ...................................................................... 56

12.1 Repairs ..................................................................................................................... 56

12.2 Ownership and Operation of Landfill ...................................................................... 56 ARTICLE 13 CHANGES, ALTERATIONS AND ADDITIONS .............................................. 57

13.1 Initial IInprovements ................................................................................................ 57

13.2 Subsequent Improvements ....................................................................................... 57 ARTICLE 14 REQUIREMENTS OF PUBLIC AUTHORITIES AND OF INSURANCE UNDER WRITERS AND POLICIES .............................................................................. 59

14.1 Compliance with Applicable Law ........................................................................... 59

14.2 Right to Contest ....................................................................................................... 59

14.3 Environmental Requirements ................................................................................... 59 ARTICLE 15 DISCHARGE OF LIENS ..................................................................................... 61

15.1 Creation of Liens ...................................................................................................... 61 15 .2 Discharge of Liens ................................................................................................... 61 15 .3 No Authority to Contract in Name of City .............................................................. 62 ARTICLE 16 DELIVERY OF POSSESSION AND CONDITION OF TITLE ......................... 62

16.l As-ls Condition ........................................................................................................ 62

16.2 Tenant's Representations ......................................................................................... 62

16.3 City's Representations ............................................................................................. 64 ARTICLE 17 CITY NOT LIABLE FOR INJURY OR DAMAGE, ETC .................................. 64 17 .1 No Liability for Injury ............................................................................................. 64

17.2 No Liability for Utility Failure ................................................................................ 65 ARTICLE 18 INDEMNIFICATION OF CITY AND OTHERS ................................................ 65 l8.l lI1demnification ........................................................................................................ 65

18.2 Obligations Not Affected by Insurance ................................................................... 66

18. 3 Notice and Defense Process ..................................................................................... 66

18.5 Survival .................................................................................................................... 66 ARTICLE 19 RIGHT OF INSPECTION, ETC .......................................................................... 66 19 .1 City Right of Inspection ........................................................................................... 66 ARTICLE 20 RIGHT TO PERFORM COVENANTS ............................................................... 67

20.1 City Right to Perform Tenant Covenants ................................................................. 67 iii
EXHIBITG-2
FORM OF GROUND LEASE (PHASES 2-7)

20.2 Tenant's Self-Help Right ......................................................................................... 67

20.3 Time to Perform an Act, or Cure Non-Performance, if a Date is Not Otherwise Specified ............................................................................................. 68 ARTICLE 21 PERMITTED USES ............................................................................................. 68

21.1 Permitted Use ........................................................................................................... 68

21.2 No Unlawful Use ..................................................................................................... 68

21.4 No Adverse Possession ............................................................................................ 69 ARTICLE 22 EVENTS OF DEFAULT; CONDITIONAL LIMITATIONS, REMEDIES, ETC .................................................................................................................................. 69

22.1 Events of Default ..................................................................................................... 69

22.2 Primary Remedies; Termination of this Lease ......................................................... 70

22.3 Effect of Termination ............................................................................................... 71

22.4 Injunction ................................................................................................................. 71

22.5 Rights Cumulative ................................................................................................... 72

22.6 Enforcement Costs ................................................................................................... 72

22. 7 Leasehold Mortgagee Protections ............................................................................ 72 ARTICLE 23 NOTICES .............................................................................................................. 72

23.1 Notice Addresses ..................................................................................................... 72

23.2 When Notices Deemed Given .................................................................................. 73

23.3 Notices to Mortgagees ............................................................................................. 73 ARTICLE 24 NO FEE SUBORDINATION; RESTRICTIONS ON SUBORDINATION OF TENANT'S INTEREST; NO FEE MORTGAGES .................................................. 73

24.1 No Fee Subordination .............................................................................................. 73

24.2 Restrictions on Subordination of Tenant's Interest ................................................. 73

24.3 No Fee Mortgages; No Transfers ............................................................................. 74

24.4 No Impairment of Title ............................................................................................ 74 ARTICLE 25 QUIET ENJOYMENT .......................................................................................... 74 ARTICLE 26 ESTOPPELS ......................................................................................................... 75

26.1 Tenant Estoppels ...................................................................................................... 75

26.2 City Estoppels .......................................................................................................... 75 ARTICLE 27 SURRENDER AT END OF TERM ..................................................................... 75

27.1 Surrender at End of Term ........................................................................... ............. 75

27.2 Delivery of Premises Agreements ........................................................................... 76 iv
EXHIBITG-2
FORM OF GROUND LEASE (PHASES 2-7)

27.3 Condition of Property at Surrender .......................................................................... 76

27.4 Survival .................................................................................................................... 76 ARTICLE 28 DISPUTE RESOLUTION .................................................................................... 76

28.1 Dispute Resolution Procedures ................................................................................ 76 ARTICLE 29 LIMITATION OF LIABILITY ............................................................................ 80

29.1 Liability ofCity ........................................................................................................ 80

29.2 Liability of Tenant ................................................................................................... 80 ARTICLE 30 MISCELLANEOUS ............................................................................................. 81

30.1 Entire Agreement; Amendment ............................................................................... 81

30.2 Waiver ...................................................................................................................... 82

30.3 Captions and Table of Contents ............................................................................... 82

30.4 Interpretation ............................................................................................................ 82

30.5 More than One Person ............................................................................................. 83

30.6 Time of Performance ............................................................................................... 83

30.7 No Third Party Beneficiaries ................................................................................... 83

30.8 No Brokers ............................................................................................................... 83

30.9 Governing Law ........................................................................................................ 83

30.10 Successors and Assigns .......................................................................................... 84

30.11 Relationship of the Parties ..................................................................................... 84

30.12 Construction ........................................................................................................... 84

30.13 Incorporation of Exhibits ....................................................................................... 84

30.14 Further Assurances ............................................................................................... .'. 84

30.15 Numbers ................................................................................................................. 84

30.16 No Gift or Dedication ............................................................................................ 84

30.17 Correction of Technical Errors .............................................................................. 84

30.18 Severability ............................................................................................................ 85

30.19 Legal Representation ............................................................................................. 85

30.20 Consents and Approvals ........................................................................................ 85

30.21 Counterparts ........................................................................................................... 85

30.22 Survival .................................................... : ............................................................. 86

30.23 Press Releases ........................................................................................................ 86

30.24 Recording ofMemorandum ................................................................................... 86

30.25 Tax Benefits ........................................................................................................... 87 V
EXHIBITG-2
FORM OF GROUND LEASE (PHASES 2-7)

30.26 No Merger .............................................................................................................. 87

30.27 Sales Tax ................................................................................................................ 87 vi
EXHIBITG-2
FORM OF GROUND LEASE (PHASES 2-7)
Exhibit A-1 * -
Exhibit A-2* -
Exhibit B
Exhibit C*
Exhibit D*
Exhibit E*
Exhibit F*
Exhibit G
ExhibitH
Exhibit I
Exhibit J
Exhibit K
Exhibit L
Exhibit M
Exhibit N
List of Exhibits
Legal Description of the Landfill Parcel
Legal Description of the Phase [ ] Airspace Parcel
Form of Guaranty
Permitted Exceptions
Ad~_itional Initial Buildings t~has_e,:.2 and.P_hase} .i~~s~ :Onlyl
Project MMRP and Applicable MMRP Measures
Required Buildings [Pltas-~~2 Only]
Form of Lease Addendum
Appraisal Instructions
Examples of Calculations of Base Rent Escalations
Insurance Requirements
Form of Recognition Agreement
Notice Parties
Pre-Approved Arbitrators List
Form of Memorandum of Lease
[Add if Applicable]:

ATTACHMENT I - Provisions Regarding Public Financing
* To be added upon Ground Lease execution.
vii

GROUND LEASE
(City Place Santa Clara - Phase L ]) 1
This GROUND LEASE (CITY PLACE SANTA CLARA-PHASE [ ]) is made and entered into as of _____ , 20~ (the "Commencement Date") by and between the CITY OF SANTA CLARA, CALIFORNIA, a chartered municipal corporation, as landlord ("City"), and [INSERT TENANT], a ____ ~ as tenant ("Tenant").

RECITALS
Tenant and City enter into this Lease with reference to the following facts and circumstances:

A. Capitalized terms used herein are defined or referenced in Article 1.

B. City owns a fee interest in the real property generally located in the North of Bayshore Area in Santa Clara, California consisting of approximately two hundred thirty acres as shown on the Phasing Plan (the "City Landfill Parcels") to be developed under the DDA and the other Project Documents as part of the City Place Santa Clara project (as more particularly described in the DDA and the other Project Documents, the "Project"). Master Developer under the DDA has obtained City approval of a tentative subdivision map (the "Tentative Subdivision Map") and a first phased final map (the "First Final Map") that subdivided the City Landfill Parcels into two sets of vertical parcels: (1) one parcel (the "Landfill Parcel") which, in general, constitutes City's fee interest in the Landfill; and (2) multiple parcels comprising the "Airspace Parcels;'' which constitute City's fee interest in the airspace parcels above the Landfill Parcels.

C. The legal description of the Landfill Parcel is in Exhibit A-1 and the legal description of the Airspace Parcel applicable to Phase [ J of the Project is more particularly described in Exhibit A-2 and more particularly defined below as the Phase [ J Airspace Parcel.

In accordance with Section 2.2 hereof, the Parties will process a boundary adjustment through a lot line adjustment or other legal process upon Completion of the applicable Infrastructure in order to finally determine the boundaries of the Phase [ J Airspace Parcel that is subject of this Lease.

D. City and Related Santa Clara, LLC, a Delaware limited liability company, entered into that certain Disposition and Development Agreement (City Place Santa Clara) dated as of August 12, 2016 (as the same has been amended as of the Commencement Date and may be further amended from time to time, the "DDA"), under which, among other things, City has agreed to enter into this Lease and Tenant has agreed to enter into this Lease and construct the Initial Improvements for Phase [ ].

E. Master Developer and City also entered into that certain Development Agreement (City Place Santa Clara) dated as of August 12, 2016 (as the same has been amended as of the Commencement Date and may be further amended from time to time, the "Development Agreement"), which, among other things, grants certain rights to Master Developer and to Note: the form of Ground Lease for Phase 2A shall be this form subject to modification in accordance with Section 4.8 of the DDA.

EXIDBITG-2
FORM OF GROUND LEASE (PHASES 2-7)
Tenant as the tenant under this Lease. By its execution and delivery of that certain Development Agreement Assignment and Assumption [dated concurrently herewith], Tenant has become a party to the Development Agreement having the rights and obligations provided therein with respect to Phase [ ].

F. The City, by Ordinance No. 1957, adopted on July 12, 2016, established procedures pursuant to Cal. Government Code Section 37380, in which it authorized leases ofup to 99 years of City-owned property that is subject to the CityPlace Santa Clara Master Community Plan, so long as the form of lease is in substantially the form of ground lease attached to the DDA and includes regular base rent escalations and periodic base rent escalations, including a market rate base rent adjustment in years 45 and 70 (each, a "Qualifying Lease").

G. The City has determined that this Lease is a Qualifying Lease and subject to the further terms and conditions set forth in this Lease, City desires to ground lease to Tenant, and Tenant desires to ground lease from City, the Premises on each and all of the terms and conditions set forth herein.

AGREEMENT
NOW, THEREFORE, in reliance on the foregoing and in consideration of the mutual covenants, agreements and conditions set forth herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by the Parties, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS
The following terms used in this Lease shall have the meanings ascribed to them below:
"45th Project Lease Year" means the Lease Year commencing on 2 ------ "70th Project Lease Year" means the Lease Year commencing on 3 ------· "AA&R" is defined in Section 11.3(c).
[for Phase 2 or Phase 3 only] "Additional Initial Buildings'' means _____ _ gross square feet of Additional Initial Buildings to be developed on the Premises in accordance with Section 5.3.3 of the DDA, as described in Exhibit D. [for Phase 2 and Phase 3 only] "Additional Retail Buildings" means ________ gross square feet of Additional Retail Buildings for which Tenant must use best efforts to develop in accordance with Section 5.3.5 of the DDA. 2 The fast day of the 45th Lease Year under the Phase I Ground Lease. 3 The first day of the 70th Lease Year under the Phase I Ground Lease. 2 EXIIlBIT G-2
FORM OF GROUND LEASE (PHASES 2-7)
"Additional Rent" is defined in Section 3.6.
"Adjusted Floor" as defined in Section 3.3.3(a).
"Affiliate" means, with respect to any specified Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the specified Person. For purposes of this definition, the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting stock, by contract or otherwise.

The possession, directly or indirectly, by another Person of a right to approve or consent to ( or otherwise restrict) certain business or affairs of the specified Person only through major decision rights or similar protective approval rights shall not, in and of itself, constitute or indicate "control", nor shall a Person be deemed not to have "control" solely because another Person possesses, directly or indirectly, such major decision rights or similar protective approval rights with respect to the specified Person.
"Aggregate Project Allowed Square Footage" means the aggregate Allowed Square Footage allocated to the Project Site.
"Airspace Parcels" is defined in the Recitals.
"Airspace Parcel Easement Area" is defined in Section 2.3.4. "Airspace Parcel Easements" is defined in Section 2.3 .1. "Allowed Square Footage" is defined in the DDA.
"Applicable Law" means any and all applicable present and future laws, rules, orders, ordinances, regulations, statutes, requirements, directives, permits, consents, certificates, approvals, codes and executive orders of all Governmental Authorities now existing or hereafter created, and of all their departments and bureaus, including City zoning regulations to the extent applicable, and of any applicable fire rating bureau or other body exercising similar functions affecting the Premises; provided, however, that in all cases the foregoing shall be subject, with respect to the laws, rules, orders, orders, ordinances, regulations, statutes, requirements, directives, permits, consents, certificates, approvals, codes and executive orders of City, to the Development Agreement.
"Applicable MMRP Measures" is defined in Section 21.3.
"Appraisal Instructions" is defined in Section 3.4.1.
"Approved Restoration Plans and Specifications" is defined in Section 9.2.2. "Arbitrable Claim" is defined in Section 28.1.2.
"Arbitrator" is defined in Section 28.1.2(a).
"Arbitrator's Qualifications" is defined in Section 28. l.2(a). 3 EXHIBITG-2
FORM OF GROUND LEASE (PHASES 2-7)
"Assignment" is defined in Section 11.2.2.
"Authorizations" means all permits, approvals, entitlements, agreements, permits to enter, utility services, subdivision maps (including under the Subdivision Code), Building Permits or other authorization(s) required under Applicable Law for the work Tenant is required or authorized to perform under this Lease, the DDA or any other of the Project Documents and as may be necessary or desirable to effectuate and implement such work. "Base Rent" is defined in Section 3.1.1.
"Building" means each physical structure located within the Premises that is intended for human occupancy or the conduct of a business, including hotels, retail and office space and apartments.
"Business Day" means any day that is not a Saturday, Sunday or a day observed as a holiday by either the State of California or the federal government. "Casualty" is defined in Section 9. J .
"Casualty Termination Work" is defined in Section 9.7.2. "CC&Rs" means that certain Master Declaration of Covenants, Conditions and Restrictions and Grant of Easements for City Place Santa Clara dated as of ___ _, 201_ and recorded in the Official Records on ____ , 201_, as the same has been amended as of the Commencement Date and may be further amended from time to time. "Change" is defined in Section 9.2.3.
"Change of Control" means, as to any specified Person, a change in the Controlling Owner of the specified Person.
"City" has the meaning set forth in the preamble or, depending on the context, may mean the territorial jurisdiction of the foregoing.
"City Appraisal Materials" is defined in Section 3.4.2. "City Council" means the City Council of City or means any successor governing body of City designated by or under law.
"City Fault" means the gross negligence, willful misconduct or fraud of City or any City Indemnitee or any licensee or invitee of City or a material breach of this Lease or any other Project Document by City.
"City Indemnitees" is defined in Section 18. l.
"City Landfill Parcels" is defined in the Recitals.
"City Manager" means the City Manager of City, or any successor chief executive officer of City designated by or under law.
4 EXIIlBIT G-2
FORM OF GROUND LEASE (PHASES 2-7)
"City Residual Improvements Interest" means, as of the date of the Taking, the net present fair market value of City's residual interest in the Improvements, which shall be deemed to be an amount equal to the net present fair market value of the Improvements as of the date of the Taking, discounted to account for the remaining Lease Term from the date of the Taking to the Expiration Date at a discount rate of six and one half percent per annum. For purposes· of detennining the City Residual Improvements Interest, the fair market value of the Improvements shall be detennined by the process contained in Section 3.4; provided, however, that (a) references to the Phase [ ] Airspace Parcel Fee Fair Market Value therein shall be deemed to be "fair market value of the Improvements" and (b) the City Appraisal Materials shall be delivered no later than thirty days after the amount of the Condemnation Proceeds is finally determined. "City Residual Land Interest" means, as of the date of the Taking, the net present fair market value of City's residual fee interest in the Phase [ ] Airspace Parcel, which shall be deemed to be an amount equal to the Phase [ ] Airspace Parcel Fee Fair Market Value as of the date of the Taking, discounted to account for the remaining Lease Term from the date of the Taking to the Expiration Date at a discount rate of six and one-half percent per annum. For purposes of determining the City Residual Land Interest, the Phase [ ] Airspace Parcel Fee Fair Market Value shall be detennined by the process contained in Section 3 .4; provided, however, that the City Appraisal Materials shall be delivered no later than thirty days after the amount of the Condemnation Proceeds is finally detennined.
"City's Termination Rights" is defined in Section 11.7.6. "Claims, Damages and Costs" is defined in Section 18.1. "Commencement Date" is defined in the preamble.
"Condemnation Expenses" is defined in Section 10.1.2.
"Condem.nation Proceeds" is defined in Section 10.1.2.
"Condemnation Proceeds Depository" means an Institutional Lender that is reasonably acceptable to both City and Tenant to hold the Condemnation Proceeds under Article 10. A Leasehold Mortgagee that is an Institutional Lender shall, upon its request, be entitled to serve as the Condemnation Proceeds Depository; provided, that such Leasehold Mortgagee shall have agreed in writing, for the benefit of City and under an instrument reasonably satisfactory to City, to hold such funds in a segregated account to be used and distributed as set forth in Article 10. "Consent Transfer" is defined in Section 11.2.
"Consent Transfer Request Notice" is defined in Section 11.3.3. "Controlling Owner" means, as to a specified Person, the Person who holds the Controlling Ownership in the specified Person.
"Controlling Ownership" means, with respect to a specified Person, the ownership, directly or indirectly, of the right to direct the day-to-day business and affairs of the specified Person. The ownership, directly or indirectly, by a Person of a right to approve or consent to ( or 5 EXHIBITG-2
FORM OF GROUND LEASE (PHASES 2-7)
otherwise restrict) certain business or affairs of the specified Person only through major decision rights or similar protective approval rights shall not, in and of itself, constitute or indicate "Controlling Ownership" in the specified Person, nor shall a Person be deemed not to have "Controlling Ownership" in the specified Person solely because another Person possesses, directly or indirectly, such major decision rights or similar protective approval rights with respect to the specified Person.
"CPI" means the Consumer Price Index for All Urban Consumers (CPI-U), San Francisco-Oakland-San Jose, California, published by the Bureau of Labor Statistics of the United States Department of Labor or its successors, All Items (1982-84 = I 00), or any successor index thereto designated by the Bureau of Labor Statistics or its successor, appropriately adjusted. If the CPI ceases to be published and there is no such successor index, another comparable index selected by mutual agreement of City and Tenant shall be used. If the Parties cannot agree within a reasonable time, the successor index and any appropriate adjustments shall be determined under Article 28 and shall be substituted for the CPI. "CPI Adjustment" means an adjustment of each dollar amount that is expressly subject to CPI Adjustment under this Lease and is made by multiplying the dollar amount being adjusted by the sum of (a) one hundred percent, plus (b) the CPI Increase. "CPI Increase" means the percentage increase, if any (but not decrease, if any), between the CPI for the calendar month that is three months prior to the effective date of adjustment and the CPI for the calendar month that is fifteen months prior to the effective date of adjustment. "Date of the Taking" is defined in Section 10.2.
"DDA" is defined in the Recitals.
"Default Rate" means the lesser of (i) the prime rate of interest announced from time to time by Citibank, N.A. or any successor thereof, plus four percent per annum, or (ii) the maximum rate permitted by Applicable Law.
"Depository" means any of the Restoration Fund Depository, the Condemnation Proceeds Depository or the Impositions Depository.
"Development Agreement" is defined in the Recitals.
"DAP" means one or more Development Area Plans approved for Phase [ ] in accordance with the MCP, as the same may be amended from time to time. "Due Date" means, with respect to an Imposition, the last date on which such bnposition can be paid without any fine, penalty, interest, fee, cost or expense being added thereto or imposed by law for the non-payment thereof (but excluding any early payment discount). "Environmental Activity" means any storage, installation, existence, release, threatened release, discharge, generation, abatement, removal, disposal, handling or transportation from, under, into or on the Premises of any Hazardous Material. 6 EXHIBIT G-2
FORM OF GROUND LEASE (PHASES 2-7)
"Environmental Law" means and includes all applicable present and future federal, State and local laws, statutes, rules, regulations, ordinances, standards, directives, and conditions of approval, all administrative or judicial orders or decrees and all permits, license approvals or other entitlements, or rules of common law pertaining to Hazardous Substances, the protection of the environment, natural resources, wildlife, human health or safety, or employee safety or community right-to-know requirements related to the work being performed pursuant to this Lease.
"Event of Default" is defined in Section 22.1.
"Experience Requirement" is defined in Section 11.3 J(d). "Expiration Date" means the day immediately preceding the later of (a) the ninety-ninth anniversary of the Project Commencement Date and (b) the eighty-ninth anniversary of the Commencement Date.
"Financial Requirement" is defined in Section l l .3.3(d). "First Final Map" is defined in the Recitals.
"Force Majeure" is defined in Section 30.1.
"Governmental Authority" means all federal, state, local and/or regional governmental and quasi-governmental bodies and authorities including departments, agencies, boards and councils, and any political subdivision, public corporation, district or other political or public entity or department thereof having or exercising jurisdiction over City, Tenant or the Project or the Premises, or such portions thereof as the context indicates. "Guaranty" means a guaranty in the fonn attached hereto as Exhibit B with only such changes as may be approved by Tenant and City in their respective sole and absolute discretion that is executed by a Person(s) (i) meeting or exceeding the Net Worth Requirement. "Hazardous Material" means any material, waste, chemical, compound, substance, mixture, or byproduct that is identified, defined, designated, listed, restricted or otherwise regulated under Environmental Laws as a "hazardous constituent", "hazardous substance", "hazardous waste constituent", "infectious waste", "medical waste", "biohazardous waste", "extremely hazardous waste", "pollutant", "toxic pollutant", or "contaminant", or any other designation intended to classify substances by reason of properties that are deleterious to the environment, natural resources, wildlife or human health or safety, including, without limitation, ignitability, infectiousness, corrosiveness, radioactivity, carcinogenicity, toxicity and reproductive toxicity. Hazardous Substance includes, without limitation, any form of natural gas, petroleum products or any fraction thereof, asbestos, asbestos-containing materials, PCBs, PCBcontaining materials, and any substance that, due to its characteristics or interaction with one or more other materials, wastes, chemicals, compounds, substances, mixtures or byproducts, damages or threatens to damage the environment, natural resources, wildlife or human health or safety.
"Impositions" is defined in Section 4.1.
7 EXIITBIT G-2
FORM OF GROUND LEASE (PHASES 2-7)
"Impositions Depository" means an Institutional Lender that is reasonably acceptable to both City and Tenant that would hold the Impositions contested under Section 4.4. A Leasehold Mortgagee that is an Institutional Lender shall, upon its request, be entitled to serve as the Impositions Depository; provided that such Leasehold Mortgagee shall have agreed in writing, for the benefit of City and under an instrument reasonably satisfactory to City, to hold such funds in a segregated special account to be used and distributed solely as set forth in Section 4.4. All funds held by an Impositions Depository shall be drawable in California. "Improvements" means all 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. "Infrastructure Improvements" means all infrastructure improvements (installed in or under the Premises, in the Landfill Parcel or elsewhere) supporting or provided for the benefit of the Premises or the Buildings, including all Improvements installed in the Airspace Parcel Easement Areas other than Buildings and including all Required Initial Infrastructure. "Infrastructure Master Plan" means the Infrastructure Master Plan attached as an exhibit to the MCP, as amended from time to time.
"Initial Improvements" means, individually or collectively as the context requires, the Required Initial Infrastructure, [add the following for Phase 2/Phase 3 as applicable: the Minimum Retail Buildings and subject to Section 5.3 .5 of the DDA, the Additional Retail Buildings.]
"Institutional Lender" means any one or more of the following, whether acting for its own interest and capacity or in an agency, fiduciary or other representative capacity for one or more Persons none of which need be an Institutional Lender: (i) a savings bank, a savings and loan association, a commercial bank or trust company or branch thereof, an insurance company, a governmental agency, a real estate investment trust, a religious, educational or charitable institution, an employees' welfare, benefit, pension or retirement fund or system, an investment banking, merchant banking or brokerage firm, or any other Person or group of Persons which, at the time a Leasehold Mortgage is recorded in favor of such Person or Persons, has or is an Affiliate of a Person which has assets of at least $500 million in the aggregate (or the equivalent in foreign currency), and in the case of any Person or group of Persons none of whom is a savings bank, a savings and loan association, a commercial bank or trust company, an insurance company, a governmental agency, or a real estate investment trust, is regularly engaged or is an Affiliate of a Person regularly engaged in the business of commercial real estate (whether as an owner, investor, lender, sponsor or otherwise), or (ii) any special account, managed fund, department, agency or Affiliate of any of the foregoing, or (iii) any person acting in an agency, fiduciary or other representative capacity for any of the foregoing. For purposes hereof, acting in an "agency, fiduciary or other representative capacity" shall be deemed to include acting as a trustee, agent, or in a similar capacity under a mortgage, loan agreement, indenture or other loan document.
"Insurance Premiums" means the aggregate annual insurance premiums to be paid in respect of any insurance required to be carried by Tenant under this Lease. 8 EXHIBITG-2
FORM OF GROUND LEASE (PHASES 2-7)
"Landfill" means the Santa Clara All-Purpose Landfill, which is that portion of the Project Site located within the Landfill Parcel that was formerly used as a sanitary landfill and comprised an approximately two hundred ten-acre site with a waste footprint of approximately one hundred thirty six acres.
"Landfill Operation and Management Agreement" shall mean that certain binding agreement entered into by the City and Master Developer pursuant to Section 14.l of the DDA, dated as of _____ ., 20~·
"Landfill Parcel" is defined in the Recitals.
"LEA" means the Santa Clara County Department of Environmental Health acting as the Solid Waste Local Enforcement Agency (LEA).
"Lease" means this Ground Lease (City Place Santa Clara- Phase [ ]) and all future amendments, modifications, extensions and renewals hereof, including the exhibits attached hereto and thereto.
"Lease Addendum" is defined in Section 3.3.2(a)(i).
"Lease Year" means each consecutive twelve month period during the Term, commencing with the Commencement Date. However, if the first day of the first Lease Year falls on a day other than the first day of a month, then (1) the first Lease Year shall end at midnight of the last day of the month in which the first anniversary of the Commencement Date falls and (2) all subsequent Lease Years shall begin on the first day of the month following the month in which the prior Lease Year ended. The last Lease Year shall end at midnight on the Expiration Date or earlier termination of the Term. Notwithstanding the foregoing, effective on __________ 4, a new Lease Year shall commence and thereafter each succeeding Lease Year shall commence on the anniversary of such date. "Leasehold Interest" means Tenant's interest in this Lease. "Leasehold Mortgage" means any mortgage, deed of trust, pledge or similar instrument, including any modification, amendment, spreader, consolidation or renewal thereof that constitutes a lien on the Leasehold Interest and the beneficiary of which is an Institutional Lender. Once any mortgage, deed of trust, pledge or similar instrument qualifies as a Leasehold Mortgage, no transfer by a Leasehold Mortgagee of all or any interest in such indebtedness and obligations secured thereby shall affect such qualification so long as the transferee is an Institutional Lender except in the case where the transferee is a purchaser in foreclosure or under a sale in lieu of foreclosure of the Leasehold Mortgage and such purchaser is not an Affiliate of the Leasehold Mortgagee under such Leasehold Mortgage.
"Leasehold Mortgagee" means the mortgagee or beneficiary under a Leasehold Mortgage.
"Lender Notice of Cure" is defined in Section 11.7.4.
4 Such date is the first day of the 15th Lease Year under the Phase I Ground I ,ease. 9 EXHIBIT G-2
FORM OF GROUND LEASE (PHASES 2-7)
"Major Occupant'' is defined in Section 7.2.
"Major Occupant Fee Parcel" is defined in Section 7.2.
"Major Occupant Lease" is defined in Section 7.7.1.
"Major Occupant Purchase Option" is defined in Section 7.2. "Major Restoration" is defined in Section 9.2.1.
"Map Act" is defined in Section 7.6.
"Master Association" means the master owners' association described in the CC&Rs. "Master Association Documents" means the governing documents of the Master Association.
"Master Developer" means the Person that is Master Developer under the DDA and the Development Agreement.
"MCP" means the Master Community Plan adopted by the City Council by Resolution No. 16-8339 on June 28, 2016, as amended from time to time. "Mezzanine Lender" means the lender under a Mezzanine Loan. "Mezzanine Loan" means any financing secured by interests in Tenant or, if the financing documents so provide, in any Person controlling Tenant (and not by a lien on the Leasehold Interest).
"Minimum Initial Buildings" means the following minimum initial development to be constructed in accordance with Section 5.3.2 of the DDA: ________ 5 .
"Minimum Retail Buildings" means the following minimum initial development to be constructed in accordance with Section 5.3.4 of the DDA: ________ 6 "Mitigation Measures" means the mitigation measures identified in the Project EIR that are applicable to the Project and adopted by the City in connection with its approval of the Project, to be implemented as provided in the Project l\.1MRP and, as applied to the Premises, the Applicable MMRP Measures.
"Monetary Default" means a default by Tenant under this Lease in the payment of any item of Rent or any other amount due and payable by Tenant to City hereunder. "Monthly Base Rent" is defined in Section 3.1.1.

Insert the amount of the Minimum Initial Buildings allocated to the Phase 2 Ground Lease; such amount may be transferable to the other Phase without City consent. 6 Insert the amount of the Minimum Retail Buildings allocated to the Phase 2 or Phase 3 Ground Lease; such amount may be transferable to the other Phase without City consent. 10 EXHIBITG-2
FORM OF GROUND LEASE (PHASES 2-7)
"MO Purchase Closing" is defmed in Section 7.5.
"MO Purchase Price" is defined in Section 7 .2.
"Mortgage Condemnation Proceeds Procedure" is defined in Section 10.3.3. "Mortga-ge Restoration Procedure" is defined in Section 9.3.2. "Net Worth" means net worth calculated using generally accepted accounting principles ("GAAP"). In the case of a corporation, "Net Worth" shall mean shareholders' equity calculated in accordance with GAAP. Any reference in this Agreement to a minimum Net Worth or a Net Worth Requirement shall mean that the Net Worth must be satisfied and maintained at all times.

Upon City's request, a Person required to maintain a minimum Net Worth under this Agreement shall provide to City reasonable evidence that it satisfies the Net Worth Requirement, including a copy of the most recent audit of such Person (which shall in no event be dated more than thirteen (13) months before the date of City's request). Any such audit must have been performed by an independent third-party auditor and must include the opinion of the auditor indicating that the financial statements are fairly stated in all material respects. "Net Worth Requirement" means either: (i) for Transfers of a Phase or portions of a Phase that cumulatively equal or exceed a land area of seventy percent (70%) or more of the Phase, a Net Worth calculated as of the scheduled closing of the proposed Assignee's acquisition of the Lease covering the applicable Phase or Partial Phase, equal to or more than Seventy Five Million Dollars ($75,000,000) increased automatically by ten percent (10%) on each five (5) year anniversary of the Effective Date or (ii) for Transfers of one or more Partial Phases that cumulatively equal less than seventy percent (70%) of the land area in a Phase, a Net Worth calculated as of the scheduled closing of the proposed Assignee's acquisition of the Lease covering the applicable Phase or Partial Phase equal to or more than the higher of (A) Twenty Five Million Dollars ($25,000,000), increased automatically by ten percent (10%) on each five (5) year anniversary of the Effective Date or (B) the amount determined under clause (i) above times the percentage of the total land area in the Phase that is being Transferred. Any entity required to satisfy the Net Worth Requirement can do so either by either meeting the Net Worth Requirement itself or by providing a Guaranty, covering all of that entity's obligations under this Lease without limitation, from an entity that meets the Net Worth Requirement. "New Lease" is defined in Section 11.8.1.
"New Parcel" is defined in Section 6.1.
"New Parcel Share" is defined in Section 7.7.1.
"New Tenant" is defined in Section 11.8.l(a).
"Non-Monetary Default" means a default by Tenant under this Lease other than a Monetary Default.
"Non-Water Corrective Action Plan" means that plan prepared by City and Master Developer and submitted to the LEA addressing non-aqueous components of the corrective 11 EXHIBITG-2
FORM OF GROUND LEASE (PHASES 2-7)
actions to be taken at the Landfill, including non-aqueous aspects of the groundwater monitoring and leachate collection system, Landfill gas extraction system, Landfill cover, and pilings into the waste.
"Official Records" means the Official Records of Santa Clara County maintained by the Santa Clara County Recorder's Office.
"Parcelization" is defined in Section 6.1.
"Partial Taking" is defined in Section 10.3.
"Partial Taking Rent Reduction Percentage" is defined in Section 10.3.l(b). "Parties" means City and Tenant.
"Party" means City or Tenant as the context requires.
"Patriot Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, and all rules and regulations promulgated thereunder from time to time, in each case as amended from time to time. "Permitted Exceptions" means the exceptions to title to the Premises listed on Exhibit C and shall also include all matters created by or on behalf of, or with the consent of, Tenant. "Permitted Transfer" is defined in Section 11.5.
''Permitted Uses" is defined in Section 21.1.
"Person" means any natural person or a corporation, partnership, trust, limited liability company, limited liability partnership or other entity. "Phase" means, individually or collectively as the context requires, any or each of the Phases of the Project as determined from time to time under and as defined in the DDA. "Phase [ ]" means Phase [ ] of the Project, the Phase associated with the Premises, as determined under the DDA as of the Effective Date.
"Phase [ ] Airspace Parcel" means, subject to Articles 6 and 1, the real property comprising Phase [ ], the legal description for which is contained on Exhibit A-2. "Phase [ ] Airspace Parcel Fee Fair Market Value" means, as of a particular date, the fair market value of City's fee interest in the Phase [ ] Airspace Parcel calculated in accordance with the Appraisal Principles set forth in Section IV, paragraphs 1 through 6 of Exhibit H attached hereto, as may be amended from time to time.
"Phase 1 Ground Lease" means that certain Ground Lease (City Place Santa ClaraPhase 1), dated as of~-' by and between City and [ ], as in effect on the Commencement Date and, unless otherwise approved by Tenant in its sole and absolute discretion, without regard to any subsequent amendments thereto. 12 EXHIBIT G-2
FORM OF GROUND LEASE (PHASES 2-7)
"Phasing Plan" means the Phasing Plan under, as defined in and attached as an exhibit to the DDA, as the same is amended from time to time.
"Post-Closure Land Use Plan" means that plan prepared by City and Master Developer and submitted to the LEA demonstrating that post-closure activities will not pose a threat to health and safety and the environment.
"Post-Closure Permit" means the permit issued by the LEA following approval of the Revised Post-Closure Maintenance Plan.
"Pre-Approved Arbitrators List" is defined in Section 28.l.2(a). "Pre-Casualty Condition" is defined in Section 9.1.
"Premises" means the Phase [ ] Airspace Parcel.
"Premises Premium Costs" means the Premium Costs allocated to the Premises. "Premium Costs" is defined in the DDA.
"Project" is defined in the Recitals.
"Project Commencement Date" means --- Date under and as defined in the Phase 1 Ground Lease. , which is the Commencement ---
"Project Documents" means collectively, the CC&Rs, the DDA, the Development Agreement, the Landfill Operation and Management Agreement, this Lease, the MCP, the NonWater Corrective Action Plan, the Post-Closure Land Use Plan, the Post-Closure Permit, the Project MMRP, the Revised Closure Plan, the Revised Post-Closure Maintenance Plan, the Waste Discharge Requirements, the Water Corrective Action Plan, and any other Authorizations 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. "Project EIR" means that certain Environmental Impact Report for the City Place Santa Clara Project, certified by the City Council by Resolution No. 16-8337. "Project MMRP" means the Mitigation Monitoring Reporting Program adopted by the City Council in connection with its approval of the Project and attached hereto as Exhibit E. "Project Site" is defined in the Recitals.
"Proposed Restoration Plans and Specifications" is defined Section 9.2.1. "Qualifying Sublease" is defmed in Section 11.13 .1.
"Qualifying Subtenant" is defined in Section 11.13 .1.
"Recognition Agreement" is defined in Section 11.13.2.
13 EXHIBIT G-2
FORM OF GROUND LEASE (PHASES 2-7)
"Relevant Landfill Requirements" is defined in Section 14.3.l(b). ''Rent" means, individually or collectively as the context requires, Base Rent and Additional Rent.
[add as appropriate to Phase 2] "Required Buildings" means the Minimum Initial Buildings and Minimum Retail Buildings that are required to be constructed by Tenant under the DDA, the Additional Initial Buildings (subject to Section 5.3.3 of the DDA) and the Additional Retail Buildings (subject to Section 5.3.5 of the DDA), as such Buildings are described on Exhibit F.
"Required Initial Infrastructure" means the infrastructure on, under or in support of the Premises and the Buildings that is required to be constructed and completed by Tenant under the DDA in accordance with each DAP approved for the Premises and all other applicable Authorizations.
''Restoration" and "Restore" are defined in Section 9.1. "Restoration Fund Depository" means an Institutional Lender that is regularly engaged in the business of administering construction loans and reasonably acceptable to both City and Tenant to hold the Restoration Funds under this Lease; provided, however that any Leasehold Mortgagee that is an Institutional Lender shall automatically be entitled to serve as Restoration Fund Depository hereunder.
"Restoration Funds" is defined in Section 9.3.3.
"Restoration Notice" is defrned in Section 9.2.2.
"Restoration Standard" is defined in Section 9.1.
"Restoration Submission Exceptions" is defined in Section 9.2.1. "Restoration Work" is defined in Section 9.1.
"Revised Closure Plan" means the plan prepared by City and Master Developer and submitted to the LEA detailing closure of the groundwater monitoring and leachate collection system, Landfill gas extraction system, Landfill cover, and pilings into the waste. "Revised Post-Closure Maintenance Plan" means the plan prepared by City and Master Developer and submitted to the LEA detailing the maintenance of the Landfill following completion of the Revised Closure Plan.
"Shortfall Amount" is defined in Section 9 .3 .3.
"Subtenant" means any tenant or subtenant under a written sublease of space in the Premises from Tenant. Subtenant shall not include any Person that holds only a license to enter into and use the Premises, such as Persons using parking facilities located in the Premises. 14 EXHIBITG-2
FORM OF GROUND LEASE (PHASES 2-7)
"Sublease" means any written sublease of space in the Premises and/or the Improvements between Tenant and a Subtenant.
"Succession Date" is defined in Section 11.13.2.
"Taldng" is defined in Section 10.1.
"Temporary Taldng" is defined in Section 10.3.4.
"Tenant" is defined in the preamble hereof or, following a Permitted Transfer of such Person's rights and obligations under this Lease, means such transferee. "Tenant Airspace Parcel Easement Activities and Operations" is defined in Section

14.3.l(b).
"Tenant Appraisal Materials" is defined in Section 3.4.2. "Tenant Parties" is defined in Section 12.2.2.
"Tenant Related Party" is defined in Section 11.S(c).
"Tentative Subdivision Map" is defined in the Recitals. "Term" is defined in Section 2.4.
"Termination Notice" is defined in Section 9.7.1.
"Total Taking" is defined in Section 10.1.1.
"Transferee Team" is defined in Section 11.3.3(c).
"Waste Discharge Requirements" means the requirements for discharge of waste materials at the Landfill issued by the California Regional Water Quality Control Board, San Francisco Bay Region on January 23, 2002, as such requirements may be amended or revised from time to time.
"Water Corrective Action Plan" means that plan prepared by City and Master Developer and submitted to the LEA addressing aqueous components of the corrective actions to be taken at the Landfill, including aqueous aspects of the groundwater monitoring and leachate collection system, Landfill gas extraction system, Landfill cover, and pilings into the waste.

ART1CLE2

PREMISES AND TERM OF LEASE

2.1 Lease of Premises. City hereby leases to Tenant, and Tenant hereby hires from City, the Premises, together with all easements, appurtenances and other rights and privileges now or hereafter belonging or appertaining to the Premises, subject to the Permitted Exceptions. 15 EXHIBITG-2
FORM OF GROUND LEASE (PHASES 2-7)

2.2 Boundary Adjustment. The Parties acknowledge that the final vertical and horizontal boundaries of the Premises will not be known until Tenant has Completed (as that term is defined in the DDA) certain Infrastructure Improvements as necessary to define such boundaries. Upon Completion of the applicable Infrastructure Improvements required to be constructed for this Phase [ ] under the DDA, this Lease and all applicable Authorizations, the Parties shall diligently proceed to process a lot line adjustment or subsequent subdivision map to the extent necessary to finally determine the boundaries of the applicable Airspace Parcel that is subject to the Lease. Upon recordation of the applicable boundary adjustment, the Parties shall prepare a revised Exhibit A-2 that will be appended to this Lease and become a pait thereof that sets forth the legal description of the Airspace Parcel and the Landfill Parcel underlying the Airspace Parcel, and the Parties shall record an amended Memorandum of Lease pursuant to Section 31.25 hereof with the revised legal description . . 2.3 Airspace Parcel Easements.

2.3.1 Grant of Easements. City hereby grants and demises to Tenant, for the entirety of the Term, the following non-exclusive (except as otherwise provided herein) easements, coupled with an interest, which each shall be deemed to be appurtenant to Tenant's interest in the Premises and shall run with such interest, together with the right to grant subeasements in the same to Persons constructing, maintaining, repairing, reconstructing, relocating, operating or using the same (collectively, the "Airspace Parcel Easements"):
(a) An easement over, under, upon, in and through all portions of the Landfill and Landfill Parcel that underlie the Airspace Parcel for the construction, reconstruction, replacement, removal, relocation, maintenance, modification, repair, operation and use of (i) all pilings, · infrastructure and other support mechanisms, improvements and equipment intended by Tenant to support, operate, maintain, secure, use or stabilize Improvements and Buildings constructed or planned to be constructed by Tenant under the DDA, this Lease or any other Authorization, (ii) utility facilities, lines, cable, equipment and other improvements necessary or convenient to facilitate the provision of utility and other services to the Premises, Buildings and Improvements thereon as Tenant may desire from time to time (including water, electricity, sewage, cable, internet and gas) to be constructed over, under, upon, in or though the Landfill Parcel and (iii) all other penetrations, installations, equipment and/or improvements from the Premises (or adjacent areas) into (or through) the Landfill Parcel that are permitted or required under the terms of the DDA, this Lease or any other Authorization or otherwise are necessary or convenient from time to time during the Term to enable, facilitate, enhance or provide for the economical and efficient construction, development, installation, maintenance, repair, removal, relocation, replacement, use, management, and operation of the Improvements, together with the right of access to the areas covered by this easement and areas immediately adjacent thereto as may be necessary or convenient for such purposes;
16 EXIIlBIT G-2
FORM OF GROUND LEASE (PHASES 2-7)
(b) An easement over, under, upon, in and through the Project Site for the construction, development, reconstruction, replacement, relocation, maintenance, repair, operation and use by Tenant of Infrastructure Improvements contemplated by the Infrastructure Master Plan and/or that are required or permitted by the DDA, this Lease, any other Authorization or the CC&Rs to be built or installed, or caused to be built or installed, together with the right of access to the areas covered by this easement and areas immediately adjacent thereto as may be necessary or convenient for such purposes; provided, that the easement granted in this paragraph (b) shall not be deemed to encumber or be enforceable with respect to any portion of the Project Site that is subject to a ground lease from City covering all or any portion of the Project Site; and (c) An easement over, under, upon, in and through the Landfill Parcel in order to allow Tenant, its agents or contractors to take such action as Tenant desires to ameliorate, mitigate, manage, remedy, remediate and/or repair any environmental, soils or other physical condition within the Land.fill Parcel that (i) is causing damage to, or is threatening to cause damage to, any Improvements, pylons or other installations or equipment installed, operated or used by Tenant under this Section 2.3.l or any Improvements or property located within the Premises or any business operated within the Improvements, or (ii) poses any form of threat to the health and safety of any occupants or visitors to the Premises, the Improvements (or any businesses operated therein) (or to any Subtenant) or that may otherwise interfere with the operation of the Premises or any business contained in the Premises.

2.3.2 Covenants of Tenant. During the Term, Tenant agrees that it will conduct its activities within the Airspace Parcel Easements in accordance with the Project Documents, Authorizations and all Applicable Laws, and shall use commercially reasonable efforts to not materially and adversely interfere with the City's ability to carry out its obligations under the Landfill Operation and Management Agreement in accordance with the Project Documents and all Applicable Laws.

2.3.3 Covenants of City. During the Term, City agrees that (a) except for the Permitted Exceptions, it shall not grant or permit any easements, leases, licenses, possessory rights, rights of entry or similar rights to any other Person in respect of the Landfill Parcel at any time that will in any manner conflict with, threaten or interfere with the full exercise of the easements and rights granted to Tenant under Section 2.3 .1 or will otherwise interfere with the installation, operation, maintenance, repair and/or replacement of any Imp~ovements, Infrastructure Improvements or equipment permitted to be installed by Tenant in or under the Landfill Parcel under Section 2.3 .1, and (b) cooperate, and assist when requested to do so (without expense to City), with the efforts of Tenant and any agent or contractor thereof to exercise its rights under Section 2.3.1, including the execution, acknowledgment and delivery of any documents, instruments, applications, notices or written materials reasonably requested by Tenant in connection with such exercise. In addition, upon request by Tenant, City shall 17 EXHIBIT G-2
FORM OF GROUND LEASE (PHASES 2-7)
execute, acknowledge, deliver and record such instruments and documents as may be reasonably necessary to evidence or confirm Tenant's rights under this Section 2.3.

2.3.4 No Termination; Expiration. Each Airspace Parcel Easement may be exercised or used by Tenant, its agents, Affiliates, any Tenant Related Party, Subtenants or contractors at any time, and from time to time during the Term. Subject to City's approval (which will not be unreasonably withheld), any area within the Landfill Parcel that is the location of any pylon, penetration, Improvement or equipment installation of Tenant installed as part of the Initial Improvements, or as a replacement therefor or the construction thereof, together with areas adjacent thereto designated in good faith by Tenant (each, an "Airspace Parcel Easement Area") shall constitute exclusive easement areas for the benefit of Tenant and shall be exclusive for use and entry by Tenant.. Following delivery to City of reasonable information from Tenant describing the location of such Airspace Parcel Easement Areas and City's approval thereof, City shall not enter or permit entry into such areas, other than under Section 20.1. The Airspace Parcel Easements may not be terminated, amended or restricted without Tenant's consent, which consent may be granted or denied in Tenant's sole and absolute discretion, which consent shall not be valid without the prior consent of all Leasehold Mortgagees. The Airspace Parcel Easements shall expire and shall be of no further force or effect upon the Expiration Date (or any earlier termination of the Term).

2.4 Term. The "Term" of this Lease shall commence upon the Commencement Date and shall expire on the earlier to occur of the Expiration Date or the earlier termination of this Lease in accordance with the provisions hereof.

2.5 Ownership of Improvements.

2.5.1 During the Term. During the Term, Tenant shall own each of the following:
(i) all lmprovements, including the Initial Improvements, hereafter constructed by, for the benefit of, or on behalf of Tenant, in each case that are located upon or within the Premises; (ii) all other Improvements constructed by or on behalf of Tenant and located within the Landfill Parcel; and (iii) all Infrastructure Improvements provided by Master Developer prior to the Commencement Date for the exclusive benefit of the Premises, except to the extent Tenant dedicates any Improvements to City or transfers the same to the Master Association; provided, that Tenant shall not own Improvements that, by agreement with Subtenants, are owned by Subtenants.

Without limiting the foregoing, City will not claim, and during the Term Tenant (or its designee) alone shall be entitled to, all of the federal tax attributes of ownership, including, without limitation, the right to claim depreciation or cost recovery deductions.

2.5.2 Upon the Expiration Date. Subject to the terms of this Section 2.5.2, upon the Expiration Date or the earlier termination of the Term, all lmprovements then existing on the Premises shall remain upon and be surrendered to City with the Premises, and title thereto shall vest in City without compensation therefor to Tenant, except as provided otherwise in Article 9 or Article 10; provided, however, that, notwithstanding the foregoing, (a) nothing contained in this Lease shall be construed to deny or abrogate the right of Tenant or any Subtenant to receive any and all proceeds attributable to a condemnation or, at any time prior to the Expiration Date or an earlier termination of the Term (or within a reasonable time thereafter, on account of any termination of this Lease prior to the Expiration Date), to remove any furniture, equipment, or 18 EXHIBITG-2
FORM OF GROUND LEASE (PHASES 2-7)
fixtures not permanently affixed to, and not reasonably necessary for the operation of, the Premises, any signage identifying Tenant or any Subtenant (as opposed to other signage used in the operation of the Premises or the Project), or any personal property, and (b) nothing contained herein shall be construed to deny Tenant or any Subtenant any right to remove any so-called "trade-dress" items installed in or on the Premises. Tenant shall be responsible for repairing any damage to the Improvements on the Premises incurred in connection with the removal from the Premises of any of the items described in this Section 2.5.2. In the event that any Buildings are, as of the Expiration Date or an earlier termination of the Term, in a state of poor condition and repair and constitute either (a) a nui.sance or threat to public health and safety or (b) are of no economic value, Tenant and City shall consult in good faith with one another regarding the appropriate disposition of such Buildings, and following such consultation Tenant shall have an obligation to do one of the following, at Tenant's option and at its expense: (i) demolish and remove such Buildings and repair any damage caused by such removal; (ii) repair such Buildings so that they are not in such poor condition and repair; or (iii) replace such Buildings with Buildings that are consistent with the then use of the Premises. 3 .1 Base Rent.

ARTICLE 3
RENT

3.1.1 Tenant shall pay to City, for each Lease Year during the Term, the annual amounts set forth in this Article 3 (the "Base Rent"), in equal monthly instaUments ("Monthly Base Rent"), which Monthly Base Rent shall be payable in advance on the first Business Day of each calendar month during the Term. Monthly Base Rent for any partial month, and Base Rent for any Lease Year of fewer than twelve (12) months, shall be prorated on the basis of twelve months of thirty (30) days each. Base Rent shall include any escalation or restatement of the original Base Rent provided for in Sections 3.2 and 1J..

3.1.2 Base Rent for the first Lease Year shall be dollars. ---- 3 .2 Regular Base Rent Escalations.

3.2.1 Escalations Before the 45th Project Lease Year. For each Lease Year commencing with the second Lease Year and continuing until the end of the Lease Year immediately preceding the 45th Project Lease Year, Base Rent shall be an amount equal to the Base Rent for the immediately preceding Lease Year multiplied by one hundred three percent (103%).

3.2.2 Escalations After the 45th Project Lease Year. For each Lease Year commencing with the first Lease Year after the 45th Project Lease Year and continuing until the Expiration Date or any earlier termination of the Term, Base Rent shall be an amount equal to the Base Rent for the immediately preceding Lease Year multiplied by the lesser of (i) the sum of one hundred percent (100%) plus the CPIIncrease and (ii) one hundred three percent (103%).

3.2.3 Exceptions. Notwithstanding the foregoing, Sections 3.2.1 and 3.2.2 shall not apply with respect to the Lease Years commencing on ___ , 20_, ___ , 20_, __ 19 EXHIBITG-2
FORM OF GROUND LEASE (PHASES 2-7)
___, 20 _ , , 20 ,__ , 20 ___, ___ , 20 , ___ , 20 , __ ___, 20 ___, and ___ , 20_,1;Base Rent for those Lease Years shall be adjusted as set forth in Section 3.3.

3.3 Periodic Base Rent Escalations.

3.3.1 10% Annual Escalations. For the Lease Years commencing on ____ , 20_, 20_, 20_, 20_ , 20_ , 20___, and 20_8
, Base Rent shall be an amount equal to the Base
Rent for the immediately preceding Lease Year multiplied by one hundred ten percent (110%).

3.3.2 Base Rent Adjustments in the 45th and 70th Project Lease Years. (a) Determination of Premium Costs and Allowed Square
Footage. Premium Costs and Allowed Square Footage shall be calculated and documented as follows:
(i) Premium Costs. For purposes of this Section 3.3.2,
calculating the Base Rent Adjustment in the 45th and 70th Project Lease Years, the Premium Costs allocated to the Premises shall be determined as provided in Section 16.1.3(a) of the DDA.

References in this Lease to the Premium Costs allocated to the Project Site or any portion thereof (for the avoidance of doubt, including to the Premises) shall mean the Premium Costs Allocation allocated thereto under the DDA as of each date of determination. Upon each determination of Premium Costs under the DDA and upon the final reconciliation under Section 16.l.3(b) of the DDA, the Parties shall append an addendum to this Lease in the form of Exhibit G attached hereto (a "Lease Addendum"), to be executed by City and Tenant, which shall in each instance become a part hereof, provided, however, that the failure of Tenant to execute the Lease Addendum or the Parties' failure to append it to this Lease shall not affect the determination of the Premium Costs Allocation determined under Section 16.1.3 of the DDA, which shall be binding on the Parties.
(ii) Allowed Square Footage. The Allowed Square Footage allocated to the Premises shaJI be determined as provided in the DDA, subject to Sections

7.5, 7.7.2 and 9.9 of this Lease. References in this Lease to the Allowed Square Footage allocated to the Project Site or any portion thereof (for the avoidance of doubt, including to the Premises) shall mean the Allowed Square Footage allocated thereto under the DDA, subject to Sections 7 .5, 7. 7 .2 and 9 .9 of this Lease, in any case as of the date of determination. Upon determination of Allowed Square Footage under the DDA, the Parties shall append a Lease Addendum to this Lease, to be executed by City and Tenant, which shall in each instance become a part hereof, provided, however, that the failure of Tenant to execute the Lease Addendum or the Parties' failure to append it to this Lease shall not affect the determination of the Allowed Square Footage determined under the DDA, which shall be binding on the parties. (b) Base Rent Adjustment in the 45th Project Lease Year. For the 45th Project Lease Year, Base Rent shall be an amount equal to the greatest of:
7 The first day of the 15th, 25th, 35th, 45th, 53rd, 61st, 70th, 80th and 90th Lease Years under the Phase 1 Ground Lease. 8 The first day of the 15th, 25th, 35th, 53rd, 61st, 80th and 90th Lease Years under the Phase 1 Ground Lease. 20 EXHIBITG-2
FORM OF GROUND LEASE (PHASES 2-7)
(i) the Phase [ ] Airspace Parcel Fee Fair Market Value as of the commencement of such Lease Year (but in no event an amount greater than (x) the Allowed Square Footage allocated to the Premises multiplied by (y) two hundred dollars ($200)) less the Premises Premium Costs, multiplied by (ii) six and one half percent (6.5%); (ii) thirty million dollars ($30 million) (as adjusted
under Section 3.3.3) multiplied by a fraction, the numerator of which is the Allowed Square Footage allocated to the Premises and the denominator of which is the Aggregate Project Allowed Square Footage; and
(iii) the Base Rent for the immediately preceding Lease Year. (c) Base Rent Adjustment in the 70th Project Lease Year. For the 70th Project Lease Year, Base Rent shall be an amount equal to the greater of:
(i) the Phase [ ] Airspace Parcel Fee Fair Market Value as of the commencement of such Lease Year (but in no event an amount greater than (x) the Allowed Square Footage allocated to the Premises, multiplied by (y) three hundred fifty dollars ($350)) less the Premises Premium Costs, multiplied by (ii) six and one half percent (6.5%); and (ii) the Base Rent for the immediately preceding Lease Year multiplied by one hundred ten percent (110%).

3.3.3 Adjustments to Base Rent Determination in the 45th Project Lease Year. (a) If the Aggregate Project Allowed Square Footage
determined under the reconciliation procedures of Section 10.1 of the DDA as of the 44th Anniversary of the Effective Date thereof is 7,516,400 gross square feet (i.e., ninety five percent (95%) of 7,912,000 GSF) or less, then the thirty million dollars ($30 million) set forth in Section 3.3.2(b) shall be thirty million dollars ($30 million) multiplied by a fraction, the numerator of which is the Aggregate Project Allowed Square Footage and the denominator of which is 7,912,000. The resulting amount shall be considered the "Adjusted Floor".
(b) Without limiting Section 3. 3. 3 (a) hereof, if the City tenninates any Phase or Partial Phase in accordance with Section 7.1 of the DDA, then upon any such termination, the Base Rent adjustment in the 45th Project Lease Year, as calculated in Section 3.3.2(6) and 3.3.3 of this Lease, shall be adjusted so that the thitty million dollars ($30 million) or Adjusted Floor as applicable as set forth in those sections shall be thirty million dollars ($30 million) or the Adjusted Floor as applicable, multiplied by a fracti~n, the numerator of which is the gross square footage of the footprint of Phases 2 through 7 (excluding Phase 2A) less the gross square footage of the footprint of any of Phases 2 through 7 ( excluding Phase 2A) that have been terminated (as such gross square footage is calculated based upon the Final Map for each Phase), and the denominator of which will be 21 EXHIBIT G-2
FORM OF GROUND LEASE (PHASES 2-7)
the gross square footage of all Phases 2 through 7 ( excluding Phase 2A) ( calculated based upon the Final Map for each Phase).

3.4 Phase [ ] Airspace Parcel Fee Fair Market Value Determinations. The Phase [ ] Airspace Parcel Fee Fair Market Value shall be determined in the following manner:
3 .4.1 The Parties have agreed upon appraisal instructions to determine the Phase [ ] Airspace Parcel Fee Fair Market Value in the form of those attached hereto as Exhibit H (the "Appraisal Instructions"). The Appraisal Instructions direct each appraiser for purposes of this Section 3 .4 to prepare and deliver to the applicable party an appraisal report consistent with the methodology set forth therein for determining the Phase I ] Airspace Parcel Fee Market Value. The Parties hereto may agree to amend the Appraisal Instructions from time to time, which agreement to amend shall not be unreasonably withheld, conditioned or delayed by either Party. If material changes are proposed to the Appraisal Instructions, including assumptions, special assumptions, limiting conditions, hypothetical conditions, and other special instructions, the requesting Party shall propose such amendment in writing, and, if the Parties disagree, they shall follow the dispute resolution procedures set forth in Article 28 hereof.

3.4.2 Not more than eighteen (18) months and not less than six (6) months before the commencement of each of the 45th Project Lease Year and the 70th Project Lease Year, City shall deliver to Tenant an appraisal (including all relevant backup information necessary for Tenant to fully assess such appraisal) prepared by an appraiser selected by City and setting forth such appraiser's determination of the Phase I ] Airspace Parcel Fee Fair Market Value (collectively, the "City Appraisal Materials"). Not more than eighteen (18) months before the commencement of each of the 45th Project Lease Year and the 70th Project Lease Year, but no later than ninety (90) days after Tenant's receipt of the City Appraisal Materials, Tenant shall deliver to City an appraisal (including all relevant backup information necessary for City to fully assess such appraisal) prepared by an appraiser selected by Tenant and setting forth such appraiser's determination of the Phase [ ] Airspace Parcel Fee Fair Market Value (collectively, the "Tenant Appraisal Materials"). Thereafter, City and Tenant shall attempt in good faith to resolve any disagreement over the Phase [ ] Airspace Parcel Fee Fair Market Value; if such disagreement is not resolved within seventy-five (75) days after City's receipt of the Tenant Appraisal Materials, then either Patty may, by notice to the other and to the two appraisers selected by the Parties under this Section 3.4.2, require that the disagreement be resolved under Section 3.4.4. If either Party fails to deliver the required appraisal within the time period provided in this Section 3.4.2 and such failure continues for twenty (20) Business Days after notice of such failure is given by other Party, the appraisal that was timely delivered (if any) shall determine the Phase [ ] Airspace Parcel Fee Fair Market Value.

3.4.3 Each appraisal under this Section 3.4 shall be prepared by a qualified appraiser, which for purposes of this Lease shall be defined as an appraiser (i) licensed in the State of California as a Certified General Appraiser and holding the MAI designation from the Appraisal Institute, (ii) practicing or working .for at least ten (I 0) years in either a national firm, or regional firm based in California, (iii) who is not an Affiliate of Tenant and has no equity investment in Tenant or its Affiliates, (iv) who has particular experience with Northern California real property transactions involving commercial [ and residential] mixed-use developments, and (v) who has no conflict of interest as evidenced by contractual relationships 22 EXIDBITG-2
FORM OF GROUND LEASE (PHASES 2-7)
with the selecting Party, either existing or in the immediately prior twenty-four (24) months, unless a conflict waiver is obtained from the other Party.

3.4.4 Within thirty Business Days after notice from either Party under Section 3.4.2 requesting resolution under this Section 3.4.4, the two appraisers selected by the Parties under Section 3.4.2 shall agree upon and appoint a third appraiser, who shall meet the qualifications in Section 3.4.3. The three appraisers shall, on or before the date that is sixty (60) days after the appointment of the third appraiser, attempt to reach a decision as to the Phase [ ] Airspace Parcel Fee Fair Market Value. The agreement of two of the three appraisers on the Phase ( ] Airspace Parcel Fee Fair Market Value shall be binding on the Parties. If the two appraisers fail to agree on and appoint a third appraiser or if two of the three the appraisers are unable to agree on the Phase [ ] Airspace Parcel Fee Fair Market Value, in either case within the applicable time period above, then either Party may at any time within the succeeding thirty (30) days submit the matter to arbitration under Article 28.

3.4.5 The Parties shall share equally the cost of the third appraiser under Section

3.4.4. However, promptly following the final determination of the Phase [ ] Airspace Parcel Fee Fair Market Value under Section 3.4.4, the Party that drlivered the appraisal under Section 3.4.2 that was closest to the Phase [ ] Airspace Parcel Fee Fair Market Value finally determined under Section 3.4.4 shall be entitled to be promptly reimbursed by the other Party for such cost (and such other Party shall promptly pay any unpaid cost of such third appraiser); provided, that if the appraisals delivered by each Party differ from the Phase [ ] Airspace Parcel Fee Fair Market Value finally determined under Section 3.4.4 by more than five percent (5%), then the Parties shall share equally the cost of the third appraiser under Section 3.4.4. For the avoidance of doubt, the cost of the appraiser selected by a Party, including costs of the initial appraisal delivered under Section 3.4.2 and the costs of such appraiser under Section 3.4.4, shall be paid by the Party that selected such appraiser.

3.4.6 If for any reason the Phase [ ] Airspace Parcel Fee Fair Market Value has not been finally determined by the first day of the 45th Project Lease Year or the 70th Project Lease Year, whichever is applicable, then until such final determination, the Base Rent for such Lease Years shall be determined under Section 3.3.2 and Section 3.3.3, whichever is applicable, without reference to Section 3.3.2(a) or Section 3.3.3(a), respectively, and within thirty days of any such final determination the Parties shall make such adjusting payments as are necessary, if any, to align the Monthly Base Rent paid since the beginning of the 45th Project Lease Year or the 70th Project Lease Year, whichever is applicable, to the Monthly Base Rent :finally determined under Section 3.3 .2 and Section 3 .3.3, whichever is applicable, with reference to Section 3.3.2(a) or Section 3.3.3(a). respectively.

3.5 Net Lease. Except as expressly set forth in this Lease, it is the intent of City and Tenant, and City and Tenant hereby agree, that all Base Rent shall be absolutely net to City without any abatement, counterclaim, set-off or offset whatsoever, so that this Lease shall yield, net, to City the Base Rent for each Lease Year during the Term; provided, however, that this Section 3.5 shall not apply to City's obligations under this Lease with respect to the Landfill and/or the Landfill Parcel, and Tenant's rights and remedies with respect to any breach of such obligations.
23 EXHIBITG-2
FORM OF GROUND LEASE (PHASES 2-7)

3.6 Other Charges. Tenant shall pay (or shall cause to be paid) to the Person legally entitled thereto, as additional rent ("Additional Rent") under this Lease, all Impositions and all Insurance Premiums.

3.7 Late Charges. All Base Rent and other sums due from Tenant to Chy as landlord under this Lease (for the avoidance of doubt, not including Impositions), or from City to Tenant under this Lease, that are not paid within ten days after the date due under this Lease shall bear interest at the Default Rate from the date due until paid.

3.8 Examples. Examples of the calculation of Base Rent escalations under Sections

3.2 and 3.3 are contained in Exhibit 1.

ARTICLE4
IMPOSITIONS [AND PUBLIC FINANCING]

4.1 Impositions. Subject to any exemptions or abatements that may be granted by any Governmental Authority (or shall otherwise be applicable to the Premises or Tenant under Applicable Laws), Tenant shall pay all of the following items assessed, levied or imposed on Tenant in connection with its use of the Premises, the Phase [ ] Airspace Parcel, the Improvements thereon or Tenant's interest in the foregoing by any Governmental Authority with respect to the period after the Commencement Date and before the Expiration Date or any earlier termination of the Term (collectively, "Impositions"), all of which shall be calculated without taking into account available exemptions arising on account of the ownership of the Phase [ ] Airspace Parcel by City in its capacity as a Governmental Authority: (a) real property ad valorem taxes and special assessments; (b) personal property taxes; (c) commercial rent or occupancy taxes; (d) taxes or assessments, charges, license fees, municipal liens, levies, excise taxes, impact fees, or imposts, whether general or special, ordinary or extraordinary, that at any time may be levied for any reason by the State, County, City (subject to the Development Agreement) or any other tax or assessment levying body; and ( e) any fines, penalties, interest, fees, costs or expenses arising from the failure to make timely payment of the foregoing. Each Imposition, or installment thereof, shall be paid not later than the Due Date therefor. However, if by law any Imposition may at the option of the payor be paid in installments (whether or not fines, penalties, interest, fees, costs or expenses shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same in such installments and shall be responsible for the payment of such installments only, together with applicable fines, penalties, interest, fees, costs or expenses, if any. Notwithstanding any provision of this Lease to the contrary, for the avoidance of doubt, (i) Tenant reserves its rights to contest any Impositions, as more completely described in Section 4.4, (ii) City, not Tenant, shall be responsible for any amount assessed, levied or imposed upon City by any Governmental Authority with respect to the Landfill Parcel, as more completely described in Section 4.2, and (iii) City, and not Tenant, shall be responsible to pay, prior to delinquency, any documentary transfer tax or similar amount assessed, levied or imposed relating to creation of this Lease, the Term or the granting of a leasehold estate to Tenant under this Lease.

4.2 Possessory Interest; Impositions on Landfill Parcel. City owns the fee interest in the Landfill Parcel and the Phase [ ] Airspace Parcel, which on the Commencement Date are not subject to certain amounts that would otherwise be assessed, levied or imposed thereon by a 24 EXIDBITG-2
FORM OF GROUND LEASE (PHASES 2-7)
Governmental Authority on account of the status of City as a Governmental Authority.

Under Section 24.3, City is prohibited from transferring, directly or indirectly, its fee interest in the Landfill Parcel or in the Phase [ ] Airspace Parcel. Nevertheless, if for any reason such fee · interest or any part thereof or interest therein is directly or indirectly transferred to a Person that is subject to amounts assessed, levied or imposed thereon by any Governmental Authority, or for any other reason such fee interest becomes subject to such amounts, (a) City and not Tenant shall be responsible therefor and on account of any such transfer, without reimbursement from Tenant, and (b) the successor in interest to City as the fee owner of the Phase [ ] Airspace Parcel and/or the Landfill Parcel shall be responsible for payment, without reimbursement from Tenant, for any documentary transfer or similar taxes or taxes in lieu thereof that are or become payable on account of any change from time to time in the ownership of the fee ownership of the Phase [ ] Airspace Parcel and/or the Landfill Parcel. All amounts payable by City ( or any successor in interest as the fee owner of the Phase [ ] Airspace Parcel and/or of the Landfill Parcel) shall be paid by such City ( or such successor in interest) prior to the delinquency date therefor and if either (i) City (or such successor in interest) shall fail to make a payment required to be made by it under this Section 4.2 ( or in the last sentence of Section 4.1) on a timely basis, and such failure continues for ten days following delivery of notice thereof by Tenant to City (or such successor in interest), or (ii) such payment may only be made by Tenant, then Tenant shall have the right to make such payment on behalf of City ( or such successor in interest) and following such payment Tenant shall be entitled to be reimbursed by City (or such successor in interest) (within ten days after City's (or such successor in interest's) receipt of a written invoice therefor) for such payment (together with any late charges, default interest or other fees applicable thereto) with interest thereon at the Default Rate from the date paid by Tenant until so reimbursed. If such amounts are not timely reimbursed by City (or such successor in interest), Tenant shall have the right of offset such unreimbursed amounts (and any such interest to the date of offset) against Rent otherwise payable under this Lease.

4.3 Impositions Beyond the Term. Any Imposition relating to a fiscal period, a part of which relates to the period after the Commencement Date and before the Expiration Date and part of which relates the period on or before the Commencement Date or on or after the Expiration Dat~ or any earlier termination of the Term (whether or not such Imposition is assessed, levied or imposed or the Due Date therefor occurs during the Term) shall be apportioned between City and Tenant as of the Commencement Date or the Expiration Date ( or the date of earlier termination of the Term), as the case may be, so that Tenant shall pay that portion of such Imposition to which that part of such fiscal period included in the period of time after the Commencement Date and before the Expiration Date (or the date of earlier termination of the Term) bears to such fiscal period.

4.4 Tenant's Contest.
(a) Tenant shall have the right to contest the amount or validity, in whole or in part, of any Imposition by appropriate proceedings diligently conducted in good faith, in which event payment of such Imposition may be postponed at the election of Tenant if and only as long as (i) neither the Phase [ ] Airspace Parcel nor any part thereof or interest therein or income therefrom or any other assets of or funds appropriated to City would, by reason of such postponement or deferment, be in danger of being forfeited 25 EXHIBITG-2
FORM OF GROUND LEASE (PHASES 2-7)
or lost, and (ii) neither City nor Tenant would by reason thereof be subject to any civil or criminal liability. Such proceedings shall be at Tenant's sole cost and expense, and Tenant shall be solely responsible for and shall indemnify and hold City harmless from the consequences thereof. (b) In the event Tenant does not pay the contested amount when due, and the amount contested and unpaid (together with all interest and penalties in connection therewith and all charges that are reasonably estimated by Tenant to be assessed against or become a charge on the Premises or any part thereof in ( or during the pendency ot) the contest proceedings) exceeds five million dollars ($5,000,000) (or in the case of a Major Tenant Lease, the lesser of five million dollars ($5,000,000) or twenty-five percent (25%) of the subject Imposition), subject to CPI Adjustment on the first day of each Lease Year (but not including the first day of the first Lease Year), Tenant shall have either (i) deposited with the Impositions Depository, prior to or simultaneously with commencement of the contest proceedings, an amount equal to one hundred percent (100%) of the amount so contested and unpaid and such estimated charges or (ii) delivered to City a letter of credit in favor of City with a face amount equal to the amount so contested and unpaid and such estimated charges issued by an Institutional Lender ( or other security · in form and substance approved by City).
(c) Upon the termination of such proceedings, Tenant shall pay the amount of such Imposition or part thereof as finally determined in such proceedings (to the extent the payment was deferred during the prosecution of such proceedings), together with any costs, fees (including attorneys' fees and disbursements), interest, penalties or other liabilities imposed on Tenant in connection therewith. Promptly upon such payment, the Impositions Depository shall return and City shall cause the Impositions Depository to return, with interest, if any, any amount deposited with it in respect of such Imposition; provided, that the Impositions Depository, at Tenant's request (or, upon Tenant's failure to make such payment in a timely manner, at City's request) shall disburse such amounts and interest directly to the tax.ing authority or other Person to whom such payments are to be made and any remaining such amounts and interest shall be returned promptly to Tenant and the payment of any remaining balance of such Imposition not satisfied by such direct disbursement by the Impositions Depository shall remain the sole responsibility and obligation of Tenant. (d) Tenant shall notify City of any such contest involving an amount of two million dollars ($2,000,000) or more (or in the case of a Major Tenant Lease, the lesser of two million dollars ($2,000,000) or twenty-five percent (25%) or more of the subject Imposition) and shall deliver to City copies of any applications in connection with any such contest within a reasonable period following Tenant's submission of the same to the applicable taxing authority.
26 EXHIBIT G-2
FORM OF GROUND LEASE (PHASES 2-7)

4.5 City Cooperation. City shall not be required to join in any proceedings referred to in Section 4.4 unless Applicable Law so requires or requires that such proceedings be brought by or in the name of City, in which event City shall join and reasonably cooperate in such proceedings, or permit the same to be brought and pursued by Tenant in City's name. 1n no event shall City be liable to pay the amount of any Imposition determined to be payable as a result of any such proceedings. Further, City shall not be liable for the payment of any costs or expenses incurred by City in connection with any such proceedings, and Tenant agrees to reimburse City for any and all costs or expenses that City may reasonably sustain or incur in connection with any such proceedings, including reasonable attorneys' fees and disbursements.

If Tenant institutes a proceeding referred to in Section 4.4 and Applicable Law does not require that such proceeding be brought by and/or in the name of City, City, nevertheless, shall, at Tenant's sole cost and expense, reasonably cooperate with Tenant in any such proceeding.

4.6 Invoices for Impositions. Tenant shall make all necessary arrangements with the applicable taxing authorities to have invoices for Impositions sent directly to Tenant. At Tenant's request, City shall promptly cooperate in making such arrangements. If after the Commencement Date City receives any invoices for Impositions payable by Tenant hereunder, City shall promptly forward the same to Tenant, but City's delay in forwarding or failure to forward such invoices to Tenant shall not relieve Tenant of its obligation to pay such Impositions.

4. 7 Separation of Tax Assessment Parcels. City agrees to cooperate reasonably with Tenant in any applications to be made by Tenant for the creation of a separate tax parcel or parcels within the Premises, including the execution of any documents that may be required by a Governmental Authority in connection therewith. The costs associated with any such applications for a separate tax parcel, including surveying costs, and the expenses reasonably incurred by City in cooperating with Tenant, shall be paid by Tenant.

4.8 Public Financing [add as applicable} As material consideration for the City entering into this Lease, Tenant shall comply with all of the covenants and acknowledgements set forth in Attachment 1 attached hereto related to the public financing and special tax matters related to the Premises.

ARTICLE 5
CC&RS; MASTER ASSOCIATION

5.1 CC&Rs. The Phase [ ] Airspace Parcel is subject to the CC&Rs, and during the Term City and Tenant shall be entitled to all of their respective rights and benefits under the CC&Rs.

5.2 Master Association. City has heretofore approved the Master Association Documents as in effect on the Commencement Date. City will accept the performance by the Master Association of any obligation of Tenant hereunder. 27 EXHIBITG-2
FORM OF GROUND LEASE (PHASES 2-7)
ARTICLE 6

FURTHER P ARCELIZATION

6.1 Parcelization. Tenant shall have the right from time to time to create additional legal parcels (each, a "New Parcel", and the creation of such parcel, a "Parcelization") within the Premises in order to create condominiums or other common ownership schemes, a separate legal parcel for all or a portion of a particular Building, a Major Occupant Fee Parcel or otherwise.

ARTICLE7

MAJOR OCCUPANT PURCHASE OPTION AND MAJOR OCCUPANT NEW LEASES

7.1 Major Occupants. The Parties aclmowledge that (i) it is critical to the success of Tenant's efforts with respect to the Premises and the overall Project that Tenant be able to attract to the Premises and the Project the most significant and highest quality business occupants, including major office space occupants, hotel operators and retail project and/or operation operators and/or occupants and (ii) a necessary prerequisite to attracting certain of such occupants (particularly those considering multiple locational alternatives) to the Premises and the Project is the ability of the prospective major occupant to either acquire a fee simple equity interest in the real estate property to be occupied (as opposed to acquiring a leasehold or su bleaseho ld interest for occupancy) or to directly assume the role of the tenant under a ground lease with the City for the subject property.

7.2 Major Occupant Purchase Option. Subject to the provisions of this Article 7, Tenant is hereby granted the option (the "Major Occupant Purchase Option") from time to time during the Term to purchase City's fee simple interest in that portion of the Phase [ ] Airspace Parcel designated by Tenant to be ultimately purchased by a Major Occupant (a "Major Occupant Fee Parcel") for a cash purchase price (a "MO Purchase Price") equal to the positive difference between (i) the then fair market value of the Major Occupant Fee Parcel and (ii) the Premium Costs allocated to the Major Occupant Fee Parcel under this Article 7. A "Major Occupant" shall be a prospective occupant which has agreed to occupy or operate (as applicable) not less than one hundred thousand rentable square feet of Building(s) and the Major Occupant Fee Parcel shall comprise that portion of the Phase [ ] Fee Parcel that the Major Occupant has agreed to occupy or operate within a reasonable period of time following the MO Purchase Closing.

7.3 Exercise of Major Occupant Purchase Option. Each Major Occupant Purchase Option shall be exercised by Tenant by delivery of notice of exercise not later than seventy-five (75) days prior to the proposed closing date for the purchase from City of the Major Occupant Fee Parcel, which notice of exercise shall (i) identify by plot plan and legal description the proposed Major Occupant Fee Parcel, (ii) identify the proposed Major Occupant and provide a reasonable description of its qualifications as a Major Occupant, (iii) provide a reasonable description of the Major Occupant's proposed use of the Major Occupant Fee Parcel, and (iv) identify a proposed closing date for the purchase from City of the Major Occupant Fee Parcel and for the MO Purchase Closing.
28 EXHIBITG-2
FORM OF GROUND LEASE (PHASES 2-7)

7.4 Determination of Fair Market Value. For purposes of the Major Occupant Purchase Option, in determining the fair market value of the Major Occupant Fee Parcel, the Parties shall utilize the definition of Phase [ ] Airspace Parcel Fee Fair Market Value (with the exception that the valuation shall be of the Major Occupant Fee Parcel alone, not the entire Phase [ ] Airspace Parcel) and in the event that the parties are unable to agree on such fair market value, the Parties shall determine the same in accordance with the procedure set forth in Section 3 .4. Approval by City and Tenant of the MO Purchase Price ultimately determined shall be a condition of the MO Purchase Closing.

7.5 MO Purchase Closing. Prior to the closing of the Major Occupant Fee Parcel purchase, Tenant shall notify City as to (i) the amount, if any, of Premium Costs required to be expended by the Major Occupant following its purchase, and the amount of Required Initial lnfrastructure, if any, required to be provided by the Major Occupant following its purchase, (ii) [Phase 2 and Phase 3 only if applicable] the Required Buildings (as to number and square footage) included in the Major Occupant Fee Parcel and any Required Buildings to be constructed by the Major Occupant following the closing of its purchase (a "MO Purchase Closing"), and (iii) the Allowed Square Footage allocated to the Major Occupant Fee Parcel. In each case, all such rights and/or obligations so allocated to the Major Occupant by Tenant shall reduce by the same amount the corresponding rights and obligations of Tenant under this Lease, the DDA and the other Project Documents. At the MO Purchase Closing, Tenant and the Major Occupant shall execute and deliver documents prepared by Tenant ( and approved by City) evidencing such allocations. Also, at the MO Purchase Closing, (i) City and Tenant shall enter into an amendment of this Lease (reasonably prepared by Tenant and approved by City) providing for the termination of this Lease as to the Major Occupant Fee Parcel and (ii) the Major Occupant, City and Tenant shall enter into covenants, conditions and restrictions governing Major Occupant's use and operation of the Major Occupant Fee Parcel reasonably prepared by Tenant (and approved by City) covering the rights and obligations of such parties (as applied to the Major Occupant Parcel) with respect to the noneconomic matters which were applicable to the Premises generally prior to MO Purchase Closing under this Lease (including a duplication of all rights and obligations benefiting and burdening Tenant and City relating to the Landfill and the Landfill Parcel under this Lease for the benefit and burdening of the Major Occupant and City as to the Major Occupant Fee Parcel), the DDA, the CC&Rs and other Project Documents (and otherwise governing the interplay of the Major Occupant Parcel with the Premises after the MO Purchase Closing).

7.6 MO Purchase Closing Conditions. In order to facilitate the proposed acquisition by the Major Occupant of the Major Occupant Fee Parcel, at the election of Tenant in its sole and absolute discretion, the transactions shall be structured such that the fee simple interest of City in the Major Occupant Fee Parcel shall be either (i) first sold to Tenant, provided that it shall be a condition of such transfer to Tenant that such fee simple interest shall be concurrently thereafter conveyed by Tenant to the Major Occupant or (ii) sold directly by City to the Major Occupant. City's obligation hereunder to so sell and transfer the Major Occupant Fee Parcel in question shall be conditional upon (a) Tenant reasonably demonstrating that the proposed Major Occupant qualifies as a Major Occupant hereunder and that such Person's proposed use and occupancy of the Major Occupant Fee Parcel is compatible with any applicable DAP, (b) the Major Occupant agreeing to occupy through it and its Affiliates not less than eight-five percent (85%) of the planned Building square footage if the primary use planned for the Major Occupant 29 EXIDBITG-2
FORM OF GROUND LEASE (PHASES 2-7)
Fee Paree] is retail, or fifty percent (50%) of the planned Building square footage if the primary use planned for the Major Occupant Fee Paree] is office, in either case, for a reasonable period (not less than ten years) and (c) Tenant creating the Major Occupant Fee Parcel as a New Parcel in compliance with the California Subdivision Map Act, section 66400 et seq. of the California Government Code (the "Map Act"). The MO Purchase Price shall be payable to City in cash at the MO Purchase Closing, and the form of the purchase and sale agreement, all conveyance documents and all relevant closing cost allocations and/or prorations shall be consistent with the then custom of Santa Clara County for sales of raw land. The Parties shall work in good faith together to facilitate a closing of Major Occupant purchase of the Major Occupant Fee Parcel consistent with the schedule therefor of the Major Occupant, to the extent reasonably possible.

7. 7 Major Occupant Parcel Lease.

7.7.1 · Major Occupant Lease. If determined reasonably necessary by Tenant to attract a Major Occupant to the Project, Tenant may from time to time create a New Parcel for the benefit of a Major Occupant and request that City enter into a new ground lease with the Major Occupant for such New Parcel on terms substantially similar to those in this Lease but in compliance with this Section 7.7 (each such lease, a "Major Occupant Lease"). The rights and obligations of Tenant under this Lease and the DDA that are allocated to the Major Occupant Lease and the Major Occupant are referred to herein as the "New Parcel Share". The combination of the New Parcel Share and the rights and obligations of Tenant remaining under this Lease and the DDA following the creation of the Major Occupant Lease shall be the same in all material respects as the rights and obligations of Tenant under this Lease and the DDA immediately prior to the execution and delivery of the Major Occupant Lease. Tenant shall have the right to fashion the New Parcel Share in such manner as is commercially reasonable in the circumstances. Tenant shall prepare the form of Major Occupant Lease for review and approval by City. At its expense, Tenant shall take all actions necessary to cause each New Parcel to comprise a separate tax lot and a separate legal lot under the Map Act. City, in its capacity as fee owner of the Phase [ ] Airspace Parcel, shall, promptly upon the request of Tenant, execute all docwnents, notices, applications and other instrmnents as shall be necessary or convenient to the creation of any New Parcel or Major Occupant Lease desired by Tenant.

7.7.2 Major Occupant Lease Requirements. Without limiting the generality of Section 7.7.1, each Major Occupant Lease shall specify: (a) the Allowed Square Footage allocated to the New Parcel; (b) any lnitial Improvements that the Major Occupant will construct or cause to be constructed; (c) the Base Rent as of the Commencement Date thereunder (as such terms are defined in the Major Occupant Lease) and all escalations payable with respect thereto; (d) the Premium Costs allocated to the New Parcel; (e) the legal description of the New Parcel; (f) the easements and rights of way over and through the Landfill Parcel that are the same as those contained in Section 2.3 and related to the New Parcel; (g) all other provisions needed to include the New Parcel Share; and (h) such other matters as are required by the nature of the Major Occupant Lease.

7.7.3 Lease Amendment. Simultaneously with the execution and delivery of each Major Occupant Lease, (a) City and Tenant shall each execute, acknowledge and deliver to the other an amendment to this Lease in f01m and substance reasonably satisfactory to City and Tenant that (i) replaces the legal description of the Premises attached hereto with a new legal 30 EXHIBITG-2
FORM OF GROUND LEASE (PHASES 2-7)
description of the Premises that omits the premises demised by such Major Occupant Lease and (ii) revises this Lease to eliminate the New Parcel Share and to otherwise make this Lease consistent with the provisions of the Major Occupant Lease; (b) City and Tenant shall each execute, acknowledge and deliver an amendment to the Memorandum of Lease to reflect the new legal description of the Premises, which amendment shall be recorded in the Official Records; (c) City and Major Occupant shall each execute, acknowledge and deliver to the other a memorandum of lease to the Major Occupant Lease, which either of them may record in the Official Records; and (d) City, Tenant and the New Parcel Tenant shall each execute, acknowledge and deliver all transfer tax forms required to be filed in connection with the creation of the Major Occupant Lease, it being agreed that any such transfer taxes are to be paid by Tenant or the New Parcel Tenant and not by City.

7.7.4 Rights of Tenant. Upon the execution and delivery of a Major Occupant Lease by City and the Major Occupant, Tenant shall have no rights or obligations under this Lease with respect to the Major Occupant Lease or the New Parcel covered thereby and shall be automatically and conclusively be released from all further liabilities arising with respect to such New Parcel or under the Major Occupant Lease arising from and after the date thereof. 1n addition, no Event of Default under and as defined in any Major Occupant Lease (including with respect to the payment of rent) shall be deemed an Event of Default under and as defined in any other Major Occupant Lease or under this Lease, and no Event of Default under this Lease (including with respect to the payment of Rent) shall be deemed an Event of Default under and as defined in any Major Occupant Lease.

7.7.5 , Conditions Precedent. As conditions to creating a Major Occupant Lease, (a) there shall be no Event of Default hereunder, (b) the Person who will be the Major Occupant · under the Major Occupant Lease shall have been approved by the City in accordance with the requirements governing a Consent Transfer under Sections 1 I .3 .3 and 1 I .4 hereof, and ( c) each Leasehold Mortgagee shall have consented in writing thereto.

7.7.6 Reimbursement of City Costs. Within thirty days after receipt of an invoice from City (together with reasonably substantiating evidence of costs), Tenant or the New Parcel Tenant under the Major Occupant Lease shall pay any and all reasonable costs and expenses (including reasonable attorneys' fees and expenses) incurred by City in connection with reviewing and implementing any request for a Major Occupant Lease.

ARTICLE 8

INSURANCE

8.1 Required Jnsurance. Tenant shall, at its sole cost and expense, provide and keep in full force and effect at all times during the Term the insurance coverages in accordance with the insurance requirements as described in Section 8.2 and on Exhibit J.

8.2 Other Insurance Requirements. In addition to the requirements specified in Exhibit J, Tenant and City shall cooperate in connection with the adjustment and collection of any insurance recoveries that may be due in the event of loss; and Tenant shall furnish City with such proofs of loss and other instruments as City may reasonably require to recover any proceeds from the required insurance policies. Such policies may be carried under a blanket policy 31 EXHIBIT G-2
FORM OF GROUND LEASE (PHASES 2-7)
covering the Premises and other locations of Tenant and Tenant's Affiliates, if such blanket policy contains an endorsement that guarantees a minimum limit available for the Premises equal to the minimum limits required by this Article and that the minimum limits shall not be reduced for claims made with respect to other properties, and otherwise complies with this Article.

8.2.1 Tenant shall not carry separate comprehensive general liability or property damage insurance other than personal property and damage insurance concurrent in form or contributing in the event of loss with that required by this Lease to be obtained by Tenant, unless City is included therein as an additional insured with respect to such liability or a loss payee with respect to property, as their interests may appear, with loss payable as provided in this Lease.

Tenant shall promptly notify City of the carrying of any such separate comprehensive general liability or property damage insurance and shall cause a certified copy of the policy evidencing such insurance to be promptly delivered to City as required in Exhibit J. The foregoing shall not prevent Tenant from carrying so-called "umbrella" or "excess" insurance or insurance that is not required by this Article 8 to be obtained, and City shall not be required to be named as an insured or additional insured under any of the insurance described in this sentence.

8.2.2 All general liability insurance and property damage liability insurance shall specifically insure the performance by Tenant of .its indemnity obligations contained in Article .ll of this Lease, but the limits of such insurance shall not limit those indemnity obligations.

8.3 CPI Adjustment. All dollar amounts referenced in Exhibit J shall be subject to CPI Adjustment on the first day of each Lease Year (but not including the first day of the first Lease Year).

ARTICLE 9

CASUALTY AND USE OF INSURANCE PROCEEDS
9 .1 Tenant's Obligation to Restore. If all or any portion of the Improvements located on or within the Premises (including any portions thereof encroaching on adjacent property) are destroyed or damaged in whole or in part by fire or other casualty of any kind or nature, ordinary or extraordinary, foreseen or unforeseen, and whether covered by insurance or not (a "Casualty"), upon acquiring actual knowledge of such Casualty, Tenant shall give City prompt notice thereof, and subject to Section 9.7, shall with reasonable promptness undertake and pursue with reasonable diligence to completion (subject to Force Majeure) the repair, alteration, restoration, replacement and/or rebuilding of (collectively, "Restore," and any such repair, alteration, restoration, replacement and/or rebuilding, a "Restoration") such portions of the Improvements and Buildings within the Premises as shall have been so damaged or destroyed.

Any Restoration shall be either, as selected by Tenant, to a condition generally comparable to (i) the condition of the Improvements so damaged existing immediately prior to such occurrence (the "Pre-Casualty Condition"), or, (ii) with respect to any Building or any portion thereof, a condition that may differ in type and quality from the Pre-Casualty Condition due to changes in circ11mstances (and taking into account all relevant circumstances, including, without limitation, market feasibility) then applicable to Tenant, the Premises and this Lease as reasonably determined by Tenant (the "Restoration Standard"). All Restoration work following a Casualty ("Restoration Work") shall be at the sole cost and expense of Tenant; provided, that to the extent that such Casualty was caused, contributed to or exacerbated by City Fault, the 32 EXHIBITG-2
FORM OF GROUND LEASE (PHASES 2-7)
performance of such Restoration Work shall be, to that extent, at the cost and expense of City.

In the case ( and to the extent) where City is responsible for the cost and expense of performance of such Restoration Work, City shall pay such costs and expenses (as reasonably estimated by the Parties) to Tenant in progress payment installments as the Restoration Work in question progresses, in each case within a reasonable period following submission of a reasonably customary application for payment by Tenant to the City indicating the cost of labor and materials purchased and delivered to the Premises for incorporation into such Restoration, or incorporated therein since the last previous application, and due and payable or paid by Tenant, and otherwise conforming to the provisions of Section 9.4.1 and Section 9.4.2 as if City were the Restoration Fund Depository and the costs and expenses payable by City in connection with the Restoration Work were the Restoration Funds.

9.2 Restoration Plans and Specifications.

9.2. I Tenant shall submit to City, not later than ten (10) days (sixty (60) days in the case where twenty percent (20%) or more of the rentable area of a Building or Buildings is materially damaged by the Casualty in question and is to be Restored under Section 9.1 (a "Major Restoration")) prior to the commencement of any Restoration, plans and specifications for the Restoration Work relating to such Restoration (the "Proposed Restoration Plans and Specifications") prepared by a licensed professional engineer or registered architect selected by Tenant for the performance of the Restoration; provided, however that notwithstanding the foregoing, nothing contained in this Section 9.2 shall prevent or restrict Tenant from (a) making any immediately necessary repairs in the event of an emergency situation or to comply with Applicable Laws or (b) making repairs immediately required to be made to comply with the requirements of any Sublease or other agreement binding on Tenant (collectively, "Restoration Submission Exceptions"), in each case without compliance with the foregoing approval process.

Such Proposed Restoration Plans and Specifications (but not the Restoration Submission Exceptions) shall be subject to the review and approval of City, which review and approval shall be limited to the determination of whether such Proposed Restoration Plans and Specifications are substantially consistent with the Restoration Standard applicable to such Restoration; provided, however, if such Proposed Restoration Plans and Specifications (or any portion thereof) are substantially the same as (or not materially different from) the prior plans and specifications for the Improvements and/or Buildings (previously submitted by Tenant to City) damaged by the Casualty in question, City's review and approval of such Proposed Restoration Plans and Specifications (or portion thereof) shall not be required. If such Proposed Restoration Plans and Specifications are not substantially consistent with the Restoration Standard, and the deviations from the Restoration Standard are not reasonably acceptable to City, then City shall so notify Tenant, specifying in reasonable detail the basis on which it alleges such Proposed Restoration Plans and Specifications are not substantially consistent with the Restoration Standard (and are otherwise not reasonably acceptable to City). Upon receipt of such notice from City, Tenant shall then either (i) cause such Proposed Restoration Plans and Specifications to be revised and resubmitted to City for review and approval in accordance with the Restoration Standard under Section 9.1, or (ii) arbitrate City's disapproval of such Proposed Restoration Plans and Specifications under Article 28.

9.2.2 If City fails to approve or disapprove any Proposed Restoration Plans and Specifications within thirty (30) days (or sixty (60) days if that is the applicable time period 33 EXIDBITG-2
FORM OF GROUND LEASE (PHASES 2-7)
under Section 9.2.1) after Tenant submits the same to City, Tenant may provide to City a notice, which notice shall be headed with the following legend in a minimum of fourteen point type, all capital letters: "THIS NOTICE IS BEING GIVEN UNDER SECTION 9.2 OF THAT CERTAIN GROUND LEASE (CITY PLACE SANTA CLARA - PHASE LJ). YOUR FAILURE TO RESPOND WITHIN FIFTEEN (15) DAYS WILL RESULT IN YOUR

DEEMED APPROVAL OF THE PROPOSED RESTORATION PLANS AND
SPECIFICATIONS" (such notice, a "Restoration Notice"). If City does not approve or disapprove (based on the Restoration Standard) such Proposed Restoration Plans and Specifications within fifteen days after Tenant provides City with the Restoration Notice, City shall automatically (without further notice or action) conclusively be deemed to have approved such Proposed Restoration Plans and Specifications. As used herein, the term "Approved Restoration Plans and Specifications" means the final Proposed Restoration Plans and Specifications for Restoration Work that have been approved (or shall have been deemed approved) by City under this Section 9.2.

9.2.3 Tenant may make changes (which individually and in the aggregate are nonmaterial) to the Approved Restoration Plans and Specifications for patticular Restoration Work without the need to obtain the consent or approval of City. However, if Tenant desires to change the Approved Restoration Plans and Specifications for particular Restoration Work (other than the Restoration Submission Exceptions) in any material respect, Tenant shall submit its proposed changes (a "Change") to City for approval, which shall be limited to a determination as to whether the Change in question substantially complies with the Restoration Standard. City shall promptly review the proposed Changes to determine whether or not the Approved Restoration Plans and Specifications as modified by the proposed Change(s) substantially conform to the Restoration Standard. If City determines that the same do not so conform (and are not otherwise reasonably acceptable to City), City shall so notify Tenant, specifying in reasonable detail the aspects of such proposed Changes that do not so conform (and which are not reasonably acceptable to City). Following such notice, Tenant shall submit revised plans and specifications for the Restoration Work Changes to City for review. Each review by City of Tenant's submissions of Changes shall be carried out within twenty days after the date of deli very thereof, and if City does not notify Tenant of its determination within such twenty day period, City shall automatically be deemed to have agreed that the proposed Changes are satisfactory.

9.2.4 All Approved Restoration Plans and Specifications shall comply with all Applicable Laws, including City building codes, as well as the requirements of the CC&Rs, to the extent applicable.

9.3 Progress Payments for Major Restorations.

9.3.1 Prior to commencing any Major Restoration, Tenant shall furnish City with an estimate of the costs thereof, prepared by the licensed professional engineer or registered architect selected by Tenant.

9.3.2 Notwithstanding any provision of this Lease to the contrary, as to any Major Restoration, if the provisions of any Leasehold Mortgage then in effect requires that Tenant deposit with the Leasehold Mortgagee or any designee thereof all or any material portion of the cost of such Major Restoration for use solely in connection with the performance and completion 34 EXHIBIT G-2
FORM OF GROUND LEASE (PHASES 2-7)
of such Major Restoration (a "Mortgage Restoration Procedure"), Tenant shall comply with the requirements of such Mortgage Restoration Procedure, as amended by Tenant and such Leasehold Mortgagee from time to time, and Tenant sha11 not be required to comply in any manner with the requirements of Sections 9.3.3, 9.3.4, and 9.4 in connection with such Major Restoration.

9.3.3 Subject to Section 9.3.2, if the cost of any Major Restoration is greater than twenty percent (20%) of the then replacement cost of the entirety of all Buildings damaged by the Casualty in question, all proceeds of insurance payable in respect of damage to such Improvements, if any, and any additional funds as may reasonably be needed from Tenant to complete such Restoration (the "Shortfall Amount") (such insurance proceeds and Shortfall Amount are collectively referred to herein as the "Restoration Funds"), shall be deposited with the Restoration Fund Depository before being utilized for any Restoration. However, in lieu of depositing the Shortfall Amount with the Restoration Fund Depository, Tenant may deliver to City an irrevocable, continuing guaranty of payment and perfonnance in fonn and substance reasonably acceptable to City for such Shortfall Amount from a creditworthy guarantor subject to the reasonable approval of City.

9.3.4 Subject to the provisions of Section 9.4, all Restoration Funds deposited with the Restoration Fund Depository under Section 9.3.3 shall be paid to Tenant in progress payment installments as the Restoration Work in question progresses, in each case within a reasonable period following submission of a reasonably customary application for payment by Tenant to the Restoration Fund Depository indicating the cost of labor and materials purchased and delivered to the Premises for incorporation into such Restoration, or incorporated therein since the last previous application, and due and payable or paid by Tenant. If any vendor's, mechanic's, laborer's, or materialman's lien is filed against the Premises or the Improvements or any part of either thereof, or if any public improvement lien relating to the Restoration is created by Tenant and is filed against City ( or any assets of, or funds appropriated to City), Tenant shall promptly satisfy and discharge all such liens, by bonding or otherwise. Upon completion of and payment in full for the Restoration Work by Tenant, the balance of the Restoration Funds deposited with the Restoration Fund Depository under Section 9.3.3 shall be paid to Tenant, subject to the rights of any Leasehold Mortgagee or Mezzanine Lenders to such balance of funds.

9.4 Conditions Precedent to Disbursements. Subject to Section 9.3.2, the following shall be conditions precedent to each progress payment to be made by the Restoration Fund Depository to Tenant with respect to Restoration Funds under Section 9.3.4:

9.4.1 Tenant shall have submitted an application for payment (i) certifying that the sum then requested to be withdrawn either has been paid by Tenant (or is due and payable) to contractors, subcontractors, materialmen, engineers, architects or other Persons (whose names and addresses shall_ be stated) who have rendered or furnished services or materials for the Restoration, (ii) giving a brief description of such services and materials and the principal subdivisions or categories thereof and the several amounts so paid or due to each of said Persons in respect thereof, (iii) stating in reasonable detail the progress of the Restoration Work in question up to the date of said certificate and/or application for payment, (iv) certifying that no pati of such expenditures has been or is being made the basis, in any previous or then pending requisition, for the withdrawal of the Restoration Funds or has been made out of the Restoration 35 EXIIlBIT G-2
FORM OF GROUND LEASE (PHASES 2-7)
Funds previously received by Tenant, and (v) certifying that the balance of the Restoration Funds held by the Restoration Fund Depository (whether from the proceeds of insurance or by deposit of Tenant's own funds) will be sufficient upon completion of the Restoration to pay for the same in full; and

9.4.2 Tenant shall have furnished to City an official search, or a certificate of a title insurance company reasonably satisfactory to City, or other evidence reasonably satisfactory to City, showing that there has not been filed any vendor's, mechanic's, laborer's or materialman's statutory or other similar lien affecting the Premises or any portion thereof, or any public improvement lien with respect to the Premises or the Restoration Work affecting City, or the assets of, or funds appropriated to, City, which had not been discharged of record (by bonding or otherwise), except such as will be discharged upon payment of the requisite amount out of the sum then requested to be withdrawn.

9.5 Additional Requirements for Restoration. Tenant shall deliver to City (a) prior to commencement of any portion of the Restoration Work, any material building permits or discretionary governmental authorizations with respect thereto required by any Governmental Authority with respect to such portion then being undertaken, (b) prior to commencement of such Restoration, evidence that the insurance policies required under Article 8 that pertain to the Restoration are in effect, and (c) within thirty (30) days after the completion of any Restoration, a complete set of "as-built" plans therefor, together with a statement in writing from a registered architect or licensed professional engineer that such plans are complete and correct in all material respects.

9.6 No Abatement. Subject to Sections 9.7 and 9.8, Tenant hereby acknowledges and agrees that it shall have no right of reduction, abatement, setoff, refund or deduction of Rent by reason of damage to or total, substantial or partial destruction by Casualty of the Improvements or any part thereof, and, subject to Section 9.7, Tenant shall have no right to terminate this Lease on account of any such Casualty. Subject to the foregoing, nothing herein shall be deemed to limit or restrict any remedies available to Tenant at law or otherwise with respect to obligations of City under this Lease with respect to any Restorations ( or the Casualty damage that is the subject thereof).

9.7 Termination.

9.7.1 Damage Near End of Term. Notwithstanding Section 9.1, in the event that the Casualty occurs on or after the date which is ten (I 0) year prior to the Expiration Date and the cost of Restoration (as reasonably determined by Tenant) is greater than twenty-five percent (25%) of the then fair market value of the Leasehold Interest (including the Improvements), and such Casualty was not caused by the misconduct of Tenant, Tenant may, at its option, terminate this Lease by notice ("Termination Notice") given to City no later than thi1ty (30) days after the date of such Casualty, provided all of the following conditions are met:
(a) Tenant has paid all Rent then due and all other amounts then payable by Tenant under this Lease through the date of the Casualty. 36 EXHIBITG-2
FORM OF GROUND LEASE (PHASES 2-7)
(b) Tenant has maintained in full force and effect the insurance policy or policies required to be maintained by Tenant under this Lease, and Tenant pays City an amount equal to such policy's or policies' deductibles.
( c) Tenant assigns to City all of its right, title and interest in the proceeds of any insurance covering the Casualty and reasonably cooperates with City's efforts to obtain such insurance proceeds (which obligation to assign and cooperate shall survive any termination of this Lease). (d) Tenant has delivered to City all insurance proceeds actually received by Tenant covering the Casualty under the insurance policies that are required to be maintained by Tenant under this Lease. (e) There are no Subtenants or other occupants whose leases or occupancy agreements have not been validly terminated by reason of such Casualty.
(f) Tenant has completed the Casualty Termination Work in a good and workerlike manner, lien free and in compliance with all Applicable Laws.

If such Termination Notice is giyen, this Lease shall cease and come to an end as of the later of the date forty five (45) days after the date City receives the Termination Notice and the date all of the foregoing conditions are met. Subject to the requirements of Section 9.7.1, Tenant shall not be required to perform any Restoration Work relating to such Casualty if the foregoing conditions are met. Tenant shall continue to pay all Base Rent and all other amounts payable by Tenant under this Lease, including Impositions, until all insurance proceeds covering the Casualty are paid to City. If, for any reason, all insurance proceeds are not paid to City or if the insurance company refuses to pay the insurance proceeds to City, Tenant's Termination Notice shall be void and this Lease shall be deemed in full force and effect.

9.7.2 Casualty Termination Work. If Tenant exercises its option to terminate this Lease pursuant to Section 9.7.1 of this Lease, Tenant, at Tenant's sole expense, shall demolish and remove the Improvements (except as otherwise directed in writing by City, which direction shall be given to Tenant within thirty (30) days after City receives Tenant's Notice of Termination pursuant to Section 9.7.1). remove all debris, and return the affected land to a level graded condition (collectively, the "Casualty Termination Work").

9.8 Casualty Damage to the Landfill Parcel. Notwithstanding any provision of this Lease to the contrary, in the event of any Casualty damage to the Landfill Parcel that materially affects the use, function, structural, physical or systems integrity or value of the Airspace Parcel Easements (or of the Airspace Parcel Easement Areas) or the Buildings, Improvements, and/or equipment contained within the Premises, (a) City shall, at its expense, immediately take all such action as may be required to restore the full use, function, structural, physical or systems integrity and value of the Airspace Parcel Easements, the Airspace Parcel Easement Areas and the Premises, Buildings, Improvements and equipment and (b) Base Rent hereunder shall abate 37 EXHIBITG-2
FORM OF GROUND LEASE (PHASES 2-7)
on a basis proportionate to the loss of use (by Tenants and Subtenants) of the Premises and Buildings.

9.9 Allowed Square Footage on Casualty. If at any time during the Term, but after the Allowed Square Footage allocated to the Premises has been determined, the Buildings suffer a Casualty and the Restoration Standard requires that more or fewer square feet of Buildings are reconstructed in the Premises than were used in the original determination of Allowed Square Footage allocated to the Premises under the DDA, then the Allowed Square Footage shall be increased or reduced accordingly, but in no event to less than has been built and is functional following such reconstruction.

9.10 Disputes. All disputes arising under this Article 9 shall be resolved in accordance with Article 28.

ARTICLE 10

CONDEMNATION

10.1 Taking of All or Substantially All of Premises. For purposes of this Lease a "Taking" means all or any portion of the Premises, the Improvements, the Buildings, the Airspace Parcel Easements or any portion of the Landfill Parcel subject thereto being taken for any public or quasi-public purpose by any lawful power or authority through the exercise of the right of condemnation or eminent domain or by agreement among City, Tenant and those authorized to exercise such right in lieu thereof.

I 0. l.I Termination Upon Total Taking. If the whole or substantially all of the Premises, the Buildings, the Improvements, the Landfill Parcel, or the Airspace Parcel Easement Areas are subjected to a Taking for any public or quasi-public purpose by any lawful power or authority ( collectively, a "Total Taking"), this Lease shall terminate on the date of such Taking and tbe Rent payable by Tenant hereunder shall be equitably apportioned as of the date of such Total Taking. The phrase "substantially all of the Premises, the Buildings, the Improvements or the Airspace Parcel Easement Areas" means such portion thereof as when so taken would leave remaining a balance which ( due either to the area so taken or the location of the part so taken in relation to the part not so taken and/or other relevant factors), would not, under then-current economic conditions, applicable zoning laws and/or building regulations then existing or prevailing, reasonably permit the profitable and economic operation under this Lease by Tenant of the Improvements and Buildings located on such remaining portions of the Premises for their permitted uses hereunder.

10.1.2 Allocation of Condemnation Proceeds in a Total Taking. In the event of a Total Taking, the award of damages received from the condemning authorities with respect to the Premises, the Buildings, the Improvements, cir the Airspace Parcel Easement Areas, net of any amounts ("Condemnation Expenses") reasonably expended by Tenant or any Leasehold Mortgagee in negotiating and/or contesting the same (such net amount is referred to herein as "Condemnation Proceeds") shall be apportioned as follows:
38 EXHIBITG-2
FORM OF GROUND LEASE (PHASES 2-7)
(a) First, to any Leasehold Mortgagees and Mezzanine Lenders up to (but not exceeding) all sums secured by its Mortgage that remain outstanding as of the date of the Taking;
(b) Second, to the City in the amount of the City Residual Land Interest as of the date of the Taking;
(c) Third, if any Condemnation Proceeds remain available for distribution to Tenant and/or City after the payments called for by Section

10.l .2(a) and ili)_, Tenant shall receive the balance, if any, of such Condemnation Proceeds up to (but not exceeding) the fair market value of the Leasehold Interest not including the fair market value of the Buildings and the Improvements for the remaining unexpired portion of the Term of this Lease as of the date of the Taking;
(d) Fourth, if any Condemnation Proceeds remain available for distribution to Tenant and/or City after the payments under subparagraphs (a), (b) and (c) above, each such dollar of Condemnation Proceeds shall be distributed equally between City up to the value of any City Residual Improvements Interest as of the date of the Taking and Tenant up to the fair market value of the Buildings and the Improvements for the remaining unexpired portion of the Term of this Lease as of the date of the Taking; (e) Fifth, if any Condemnation Proceeds remain available for distribution to Tenant and/or City after the payments under subparagraphs (a), (b), (c) and (d) above, such remaining Condemnation Proceeds shall be shared equally by City and Tenant;
provided, however, that notwithstanding any provision of this Lease to the contrary, if there is a Total Taking by City, and/or any Person established by or controlled by City, and/or for the purpose of making the Premises available, directly or indirectly, to or for the benefit of City and/or its residents, then one hundred percent of all Condemnation Proceeds related to the Total Taking in question shall be paid to Tenant.

10.2 Date of the Taking. For purposes of this Article I 0, the "Date of the Taking" shall be deemed to be the earlier of (a) the date on which actual possession of the whole or substantially all, or a partial portion of the Premises, or a part thereof, as the case may be, is acquired by any lawful power or authority under applicable federal or California state law or (b) the date on which title to the Premises or a portion thereof shall have vested in any lawful power or authority under applicable federal or California state law.

10.3 Partial Taking; Tenant's Obligation to Restore. In the case of any Taking other than a Total Taking or a Temporary Talcing (a "Partial Taking"), this Lease shall continue as to the portion of the Premises remaining and the following provisions shall apply:

10.3.l
Proceeds.

Partial Taking; Abatement of Base Rent and Allocation of Condemnation 39 EXHIBIT G-2
FORM OF GROUND LEASE (PHASES 2-7)
(a) In the case of any Partial Taking, Base Rent in effect as of the date of the Taking shall be reduced by the Partial Taking Rent Reduction Percentage.
(b) "Partial Taking Rent Reduction Percentage" means: (i) if the Partial Taking has an immaterial impact on the value, aesthetics and function of the Premises, Buildings and hnprovements and shall affect less than two percent of both the Premises and Buildings, the percentage number corresponding to the greater of (A) the portion of the Premises (calculated in land area) lost to Tenant due to the Partial Taking and (B) the portion of the rentable area of the Buildings lost to Tenant due to the Taking, and (ii) in all other cases, the percentage number corresponding to the loss in the economic value of the Leasehold Interest as of the date immediately prior to the date of the Taking due to the Taking, taking into account all reasonably relevant factors for determining such damage and loss to the economic value of the Leasehold Interest.

10.3.2 Partial Taking Restoration. In the event of any Partial Taking, Tenant shall (subject to Force Majeure) undertake, with reasonably diligence, Restoration of any remaining portion of the Improvements and Buildings within the Premises (and damaged by the Taking) not the subject of such Partial Taking such that the remaining part of the Improvements and Buildings shall be complete, operable and in good condition and repair but the configuration, quality, and scope of such Restoration shall be limited to that which shall then be commercially reasonable, given all circumstances relevant to Tenant, the Premises and this Lease.

10.3.3 Partial Taking Allocation of Proceeds. In the event of any Partial Taking, the entirety of the Condemnation Proceeds for or attributable to the portion of the Premises, the Buildings or the Improvements which are the subject of such Partial Taking shall be paid to the Condemnation Proceeds Depository as shall be necessary to be disbursed to Tenant (in a~cordance with the procedures set forth in Section 9.3) for reimbursement of the costs of Restoration of the portion of the Buildings and/or Improvements of the same remaining; provided, however, that notwithstanding the foregoing, (i) if the provisions of any Leasehold Mortgage then in effect requires that Tenant deposit all or any material portion of the Condemnation Proceeds with the Leasehold Mortgagee or a designee thereof for distribution in accordance with and only for the Restoration (a "Mortgage Condemnation Proceeds Procedure"), Tenant shaJI comply with the requirements of such Mortgage Condemnation Proceeds Procedure, as amended by Tenant and such Leasehold Mortgagee from time to time, and Tenant shall not be required to comply with the requirements of this Section 10.3.3 (and the Condemnation Proceeds shall not be paid to a Condemnation Proceeds Depository), and (ii) in any event no Condemnation Proceeds shall be required to be deposited with the Condemnations Deposit Depository unless such proceeds exceed two million dollars; if such Condemnation Proceeds total less than such amount, all Condemnation Proceeds shall be paid directly to Tenant. Any Condemnation Proceeds award held by the Condemnation Proceeds Depository remaining after completion of Restoration Work shall be divided equally between City and Tenant (subject to the rights of any Leasehold Mortgagees and Mezzanine Lenders). Each of City and Tenant shall execute any and all documents that may be reasonably required by any 40 EXHIBITG-2
FORM OF GROUND LEASE (PHASES 2-7)
Party in order to facilitate collection by the other of its respective portion of the Condemnation Proceeds.

10.3.4 Temporary Taking. If the use of the whole or any portion of the Premises, Improvements, Airspace Easements or any other rights appurtenant to the Premises are the subject of a Talcing for any public or quasi-public purpose by any lawful power or authority by the exercise of the right of condemnation or eminent domain or by agreement between Tenant and those authorized to exercise such right for a temporary period less than the remaining Term (a "Temporary Taking"), Tenant shall promptly notify City, and Tenant shall be entitled to receive for itself any and all Condemnation Proceeds received in connection with such Temporary Taking. If the Temporary Taking is a Total Taking and extends beyond the remaining Term, the Lease shall terminate as of the date of the taking and all Condemnation Proceeds received in connection therewith shall be apportioned between City and Tenant as of the termination date in accordance with the provisions of Section 10.1.2 hereof. If the ' Temporary Taking is not a Total Taking and extends beyond the remaining Term, the portion of the Condemnation Proceeds allocable to the period prior to the expiration date of the Term is to be paid to Tenant and the portion allocable to the period after the expiration date of the Term is to be paid City. Except where the Temporary Taking is a Total Taking and extends beyond the remaining Term (in which case the Lease shall terminate as provided above), the Term shall not be reduced or otherwise affected by such Temporary Taking and Tenant shall continue to pay in full the Rent payable by Tenant hereunder without reduction or abatement; provided, that if the Temporary Taking is by City, and/or any Person established by or controlled by City, and/or for the purpose of making the Premises, the Building or the Airspace Parcel Easements available, directly or indirectly to or for the benefit of City or its residents, then Tenant shall have the right to offset against Rent otherwise payable under this Lease any damages that it and its Subtenants suffer on account of such Temporary Taking to the extent Tenant does not receive Condemnation Proceeds in an amount equal to such damages.
l 0.4 Sale-in-Lieu of Condemnation. In the event of a negotiated sale of all or a portion of the Premises in lieu of condemnation, the proceeds of such sale shall be distributed as provided in this Article 10 as if such sale were a Taking and such proceeds were Condemnation Proceeds, and all other provisions of this Article 10 shall apply as if such sale were a Taking.

Neither Party shall agree to such a sale without the prior consent of the other Party (which consent may be granted or denied in such Party's sole and absolute discretion).

10.5 Participation in Proceedings and Other Issues. City, Tenant and any Leasehold Mortgagee shall be entitled to file a claim and otherwise participate in any condemnation or similar proceeding and all hearings, trials and appeals in respect thereof. City, Tenant and its Leasehold Mortgagees shall be reimbursed for all Condemnation Expenses incurred by them from available Condemnation Proceeds prior to any other payments to the Parties under this Article 10. Each of City and Tenant shall execute any and all documents that may be reasonably required in order to facilitate collection by the other Party of its respective portion of the Condemnation Proceeds under this Article 10. City agrees that it shall not, directly or indirectly, condemn alJ or any portion of the Premises or Improvements thereon (or any interests therein).
41 EXHIBIT G-2
FORM OF GROUND LEASE (PHASES 2-7)

10.6 Claims for Personal Property. Notwithstanding anything to the contrary contained in this Article 10, in the event of any permanent or temporary Taking of all or any p011ion of the Premises, the Buildings or the Airspace Parcel Easement Areas, (i) Tenant and its Subtenants (to the extent permitted under a Sublease) shall have the exclusive right to assert claims for any trade fixtures and personal property so taken that were the property of Tenant or its Subtenants and for relocation expenses of Tenant or its Subtenants, (ii) all awards and damages in respect thereof shall belong to Tenant and its Subtenants, and (iii) City hereby waives any and all claims to any part thereof. However, if there is no separate award or allocation for such trade fixtures or personal property, then Tenant and its Subtenants shall have the right to assert claims in the condemnation proceedings for the same.

10.7 Taking of the Landfill Parcel. If all or any portion of the Landfill Parcel is the subject of a Taking for any public or quasi-public purpose by any lawful power or authority by the exercise of the right of condemnation or eminent domain and such Taking includes part or all of the Airspace Parcel Easements and/or the Improvements contained within such easements and the condemning authority or the City does not offer to replace promptly at no cost to Tenant the portion of the Airspace Easements (and/or the Improvements contained therein) so taken (and thereafter to promptly replace the same at no cost to Tenant), or to promptly grant to Tenant easements that are substantially identical to the Airspace Parcels Easements (including as to term, function and usability), then Tenant shall be entitled to pursue any option available, at law or in equity, to recover any damage or loss it suffers on account of such Taking, and Tenant shall be entitled to recover one hundred percent of the proceeds available in any condemnation proceeding that is awarded to reimburse Tenant for such damage or loss and to repair any damage caused by such Taking.

ARTICLE 11
ASSIGNMENT, SUBLETTING, MORTGAGES, ETC.

11.1 Limitations on Tenant's Right to Transfer. Tenant represents and agrees that its undertakings pursuant to this Lease are for the purpose of development of the Premises and not for speculation in land holding. Tenant further recognizes that: (a) the qualifications and identity of Tenant are of particular concern to City in light of the importance of the Project to the general welfare of City residents; (b) City's is relying upon the qualifications and ability of Tenant to serve as the catalyst for development of the Premises and to assure the quality of the use, operation, and maintenance in the development of the Premises; and (c) such qualifications and identity are material considerations inducing City to enter · into this Lease with Tenant.

Therefore, Tenant's rights to transfer any right or interest under this Lease shall be governed strictly in accordance with the provisions of this Article 11, and no voluntary or involuntary successor in interest of Tenant shall acquire any rights or powers under this Lease except as expressly set forth herein.

11.2 Consent Transfer. Except as otherwise specifically provided in this Article 11 (for the avoidance of doubt, including in Section 11.5), Tenant shall not without the prior written consent of City (each, subject to the exclusions set forth herein, a "Consent Transfer"):

11.2.1 sell, assign, transfer, pledge, mortgage, encumber or grant a security interest in this Lease or in all or any portion of the Premises, except as otherwise permitted hereunder 42 EXIIlBIT G-2
FORM OF GROUND LEASE (PHASES 2-7)
(including Permitted Transfers under Section 11.5 hereof and to Leasehold Mortgagees or Mezzanine Lenders under Section 11. 7 hereof); or

11.2.2 sell, assign, transfer, pledge, mortgage, encumber or grant a security interest in any interest of Tenant in this Lease or in all or any portion of the Premises, whether by operation of law or otherwise, nor shall any sale, Assignment, transfer, pledge, mortgage, or encumbrance or grant of a security interest be effected of all or any part of the issued or outstanding capital stock of a corporation that is Tenant or of its Controlling Owner, whether held directly or indirectly, and whether made voluntarily, involuntarily, by operation of law or otherwise, if the same shall result in a Change of Control of Tenant, nor shall there be any merger or consolidation of Tenant or of such Controlling Owner into or with another corporation, nor shall any of the same be effected with respect to any interest in a partnership that is Tenant or in a partnership that is its Controlling Owner, whether directly or indirectly, and whether made voluntarily, involuntarily, by operation of law or otherwise, if the same will or could result in a Change of Control of Tenant, nor shall any of the same be effected with respect to any managing member's interest in a limited liability company that is Tenant or in a limited liability company that is its Controlling Owner, whether directly or indirectly, and whether made voluntarily, involuntarily, by operation of law or otherwise, if the same will or could result in a Change of Control of Tenant (any of the transactions or events in the foregoing Sections 11.2.1 and 11.2.2 is referred to herein as an "Assignment").

Notwithstanding any provision of this Lease to the contrary, nothing contained in this Article 11 shall restrict in any manner, prohibit, require notice to, or require the consent or approval of City for (a) any Assignment or any form of transfer in or of the equity interests in any Person whose common stock is quoted on a recognized securities exchange ~uch as the New York Stock Exchange or NASDAQ or (b) an Assignment or any form of other transfer of any equity interests in Tenant or any other Person that does not and could not, directly or indirectly, result in a Change of Control of Tenant or such other Person.

11.3 Conditions Precedent to Consent Transfers. Except as otherwise provided in this Article 11, Tenant shall only have the right to effect a Consent Transfer subject to and upon fulfillment of the following conditions precedent:

11.3 .1 No Event of Default. No Event of Default by Tenant (or event subject to an outstanding notice by City could become an Event of Default) shall be outstanding and uncured as of the effective date of the propqsed Consent Transfer, unless City has received adequate assurances satisfactory to City in its sole discretion that such Event of Default shall be cured in a timely manner either by Tenant or the transferee under the Consent Transfer.

11.3.2 Timing. for Phases 2 and 3 if it includes Minimum Retail Buildings]:

Unless Section 22.4.2(a) of the DDA is waived by the City Council in its sole discretion and except for a transfer of a Major Occupant Fee Parcel or Major Occupant Lease which may occur at any time in accordance with Article 7 hereof, the provisions of Article 22 of the DDA shall govern the transfer of this Lease until such time as all of the conditions set forth in Section

22.4.2(a) of the DDA have been satisfied. Thereafter, Tenant may effect a Consent Transfer or Permitted Transfer of this Lease in accordance with the applicable provisions of this Article 11. 43 EXHIBIT G-2
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11.3.3 Notice to City. If Tenant desires to engage in a Consent Transfer, then at least thirty (30) days prior to the proposed effective date of the Consent Transfer, Tenant shall submit to City a request for consent by City (a "Consent Transfer Request Notice") of the proposed Consent Transfer, which request shall include or attach the following:
(a) A statement that precisely sets forth the rights and obligations to be transferred, including the boundaries of any land area that is the subject of the Consent Transfer Request Notice;
(b) A statement that precisely sets forth the rights and obligations to be transferred, including the boundaries of any land area that is the subject of the Consent Transfer Request Notice;
(c) A statement containing: (i) the name and address of the proposed transferee; (ii) the proposed effective date of the proposed Consent Transfer; and (iii) a description of the experience of the proposed transferee (and members of such transferee's team, by contract or otherwise (the "Transferee Team")) in the ownership, operation, management and, if applicable, development of real estate assets of the use classes represented by the Buildings then located within the portion of the Project that is the subject of the Consent Transfer Request Notice (and/or then planned to be developed within such area);
(d) Additional reasonably sufficient information and
documentation evidencing that (i) the proposed Transferee Team and/or its Controlling Owner (if such Controlling Owner would be financially liable as part of the proposed Transfer) has the financial standing and/or strength (taking into account all of the proposed transferee's other obligations and liabilities) to perform its rental and other obligations under any applicable ground lease that would be entered into for the Phase that is the subject of the proposed Consent Transfer, provided, however, that a transferee that meets the Net Worth Requirement (by itself or by providing a Guaranty, covering all of the proposed transferee's obligations under this Lease without limitation, from an entity that meets the Net Worth Requirement) for that Phase shall be deemed to satisfy this subsection (d)(i)) (in either case, the "Financial Requirement") and (ii) the proposed Transferee Team and/or its Controlling Owner (x) has a commercially reasonable amount of experience in the ownership, development, operation, leasing and management of real estate assets within the United States of the use classes represented by the then-current Buildings located within the applicable Phase (and, if a material amount of development of the Premises is then planned to occur in the future during the Term, in the development of real estate assets of the use classes then planned to be developed in the Phase in the future during the Term) and (y) has a commercially reasonable amount of experience in the construction and operation of Infrastructure Improvements of the same type and quality as that proposed or constructed within the applicable Phase (together, the "Experience Requirement"). 44 EXHIBITG-2
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Such documentation shall include (but may not be limited to) financial statements, references, and examples of prior development projects; and ( e) an agreement or certificate, in form and substance reasonably satisfactory to City ( each, an "AA&R"), whereby the transferee shall (i) assume the obligations and performance of this Lease and agree to be bound by all of the covenants, agreements, terms, provisions and conditions hereof on the part of Tenant to be performed or observed on and after the effective date of any such Transfer, and (ii) agree no further Transfer shall be made except in accordance with this Article 11, and if applicable, the obligations of Tenant hereunder to be retained or released as to the applicable Phase.

11.4 Procedures for Consent Transfer.

11.4.1 City Approval. Subject to the conditions precedent set forth in Section 11.3 above, the City Manager within thirty (30) Business Days of receiving the information and documentation above, shall approve or disapprove the proposed Consent Transfer.

11.4.2 City's Consent: Standards. The withholding or conditioning of City's consent to any proposed Consent Transfer shall be reasonable and shall be based solely on one or more of the following criteria:
(i) The proposed transferee and/or its Controlling Owner (if applicable) do not meet the Financial Requirement;
(ii) The proposed transferee and its Transferee Team together do not meet the Experience Requirement; and
(iii) The proposed transferee and/or its Controlling Owner have not provided any Adequate Security as and to the extent required under Article 27 of the DDA, which shall apply to the obligations assumed by the Transferee unless replacement Adequate Security is provided by the proposed transferee and approved by the City Manager. (iv) lf approved, the AA&R shall be recorded in the Official Records concurrently with the consummation of the Consent Transfer, and a copy thereof, certified by the County Recorder as a duplicate copy of the approved assumption agreement with recording information, shall be delivered to City within three (3) days after consummation of the Consent Transfer. Upon City's approval, the Consent Transfer shall be effective upon the effective date of transfer under the fully executed AA&R.

11.4.3 Appeal to City Council. lf City Manager withholds or conditions its consent to any proposed Consent Transfer, Tenant may appeal the decision to the City Council in writing within ten (10) days of the City Manager's decision. The City Council shall hear and decide the appeal at its next regularly scheduled meeting (allowing for legally required agenda notice requirements to be met) subject to any reasonable continuation by the City Council, but in no event more than thirty (30) days after such request; provided, however, that the City Council may continue the matter to a date no more than twenty (20) days past the original hearing. lf the 45 EXHIBITG-2
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City Council disapproves the Consent Transfer, Tenant may submit the matter to the dispute resolution procedures of Article 28 hereof.

11.5 Pennitted Transfers and Procedures. Notwithstanding anything to the contrary in this Article 11, so long as Tenant is not in Material Breach of this Lease, Tenant shall have the right at any time to Transfer all or a portion of its rights and corresponding obligations under this Lease without the approval of City ( except as set forth in this Section 11.5) as set forth below (any of the following, a "Permitted Transfer"):

11.5.2 following terms:
(a) Any transaction that would otherwise constitute a Consent Transfer if such transaction is to one or more Affiliates of Tenant; provided, that in each case where such transaction is a Direct Assignment in which the Affiliate does not meet the Financial Requirement, Tenant shall remain liable as the Tenant or Phase Developer, as the case may be, under this Lease;
(b) [for Phases 1, 2 or 3] Any transfer to Related-MPG JV, LLC, or an Affiliate of Related-MPG N, LLC;
( c) Any grant by Tenant, any Affiliate of Tenant or any Person related to the foregoing (collectively, a "Tenant Related Party") to equity or debt providers to or directly or indirectly in Tenant (or any Tenant Related Party) of a participation in the profits and/or losses of the business of Tenant so long as such providers do not acquire Controlling Ownership in Tenant;
( d) Any grant, transfer, creation, amendment, modification, or termination of any Mortgage or Mezzanine Loan by Tenant or any Tenant Affiliate;
( e) The exercise by a Mezzanine Lender of (y) any rights it may have under its Mezzanine Loan with respect to obtaining title to the direct or indirect equity interests of Tenant that may have been pledged to such Mezzanine Lender under its Mezzanine Loan or (z) any foreclosure remedies the Mezzanine Lender may have; provided, that such Mezzanine Loan shall have been made for a valid business purpose and not principally for the purpose of transferring such equity interests and/or the leasehold estate created hereby; and
(f) The exercise by a Mortgagee of any foreclosure, transfer in lieu of foreclosure or other rights and/or remedies under or with respect to its Mortgage (or related loan documents).

All Permitted Transfers that constitute an Assignment shall be subject to the (a) In the event of a direct Assignment of this Lease (for the avoidance of doubt, not including transfers in the equity interests of any 46 EXIDBIT G-2
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Person) (a "Direct Assignment"), not later than ten (10) Business Days after the effective date of any such Direct Assignment, Tenant shall deliver to City (a) a duplicate original or certified copy of the Direct Assignment instrument, (b) evidence that the transferee meets the Financial Requirement, (c) evidence that the transferee meets the Experience Requirement, and (d) if applicable, proof in a form reasonably acceptable to the City Manager that there continues to exist Adequate Security as and to the extent required under Article 27 of the DDA, which shall apply to the obligations assumed by the transferee unless replacement Adequate Security is provided by the transferee and approved by the City Manager; (b) Any Direct Assignment shall not be effective for purposes of this Lease unless and until the transferee thereunder executes, acknowledges and delivers to City an AA&R in form and substance reasonably satisfactory to City whereby the transferee shall (i) assume the 9bligations and performance of this Lease and agree to be bound by all of the covenants, agreements, tenns, provisions and conditions hereof on the part of Tenant to be perfonned or observed on and after 'the effective date of any such Transfer, and (ii) agree no further Transfer shall be made except in accordance with this Article 11, and, if applicable, the obligations of Tenant hereunder are released as to the applicable Phase.

11.6 Release. Except as may otherwise be provided under Section l 1.5(a) above, if, as and when Tenant enters into a Direct Assignment (whether under a Consent Transfer or Pennitted Transfer) and the Transferee thereunder assumes all of Tenant's obligations under this Lease as set forth above, then from and after the date of such Direct Assignment the Tenant assigning this Lease as part of such Direct Assignment (and all prior Tenants) shall automatically and conclusively be released from all obligations under this Lease, other than any obligations that arose and were to be performed prior to the effective date of such Direct Assignment (unless also assumed in writing, in recordable form, by the transferee), which release shall be confirmed in the AA&R or such other instrument in fonn and substance reasonably satisfactory to City and Tenant.

11. 7 Leaseho Id Mortgages and Mezzanine Loans.

11.7.1 Notwithstanding any provision of this Lease to the contrary, Tenant shall have the right to mortgage or pledge the Leasehold Interest to one or more Leasehold Mortgagees and/or to permit the direct or indirect interest in Tenant to be pledged to a Mezzanine Lender, in each case without City's consent, at any time and from time to time during the Term; provided, that no holder of any Leasehold Mortgage or Mezzanine Loan, nor anyone claiming by, through or under any such Leasehold Mortgage or Mezzanine Loan, shall by virtue thereof acquire any greater rights hereunder than Tenant has, except the right to cure or remedy Tenant's defaults or to become entitled to a New Lease as more fully set forth below in this Article 11 and such other rights as are expressly granted to Leasehold Mortgagees or Mezzanine Lenders under this Lease.

Notwithstanding any provision of this Lease to the contrary, each Subtenant and each Major Subtenant shall have the right to mortgage its interest in a Sublease (or pennit its interest in a Sublease to be pledged) to one or more Leasehold Mortgagees and/or pennit the direct or 47 EXHIBITG-2
FORM OF GROUND LEASE (PHASES 2-7)
indirect interests in such Subtenant to be pledged to Mezzanine Lenders without the need to obtain City's consent thereto, at any time and from time to time during the Term.

Notwithstanding the foregoing, however, no Leasehold Mortgage or Mezzanine Loan shall be effective, unless:
(a) at the time such Leasehold Mortgage or s4ch Mezzanine Loan becomes effective there is no existing Event of Default; and provided, that, unless otherwise notified in writing by City that there is an existing Event of Default, any actual or prospective Leasehold Mortgagee and Mezzanine Lender may conclusively rely on a statement to the effect that there is no existing Event of Default given by City under Section 26.2 for a period of thilty days after the delivery thereof;
(b) such Leasehold Mortgage shall be subject to all the agreements, terms, covenants and conditions of this Lease; (c) such Leasehold Mortgage shall contain in substance the following provision (and no provisions inconsistent therewith in any material respect):
"This instrument and all rights of the mortgagee hereunder are, without the necessity for the execution of any further documents, subject and subordinate to the rights of City under the Lease hereby mortgaged, as said Lease may have been previously modified, amended or renewed, or may
hereafter be modified, amended or renewed with the consent of the mortgagee, which consent may not be unreasonably withheld, conditioned or delayed. Nevertheless, the holder of this mortgage agrees from time to time upon request and without charge to execute, acknowledge and deliver any
instruments reasonably requested by City to evidence the fore going subordination."

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

I 1.7.3 City shall give to each Leasehold Mortgagee or Mezzanine Lender, at the address of such Leasehold Mortgagee or Mezzanine Lender set forth in a written notice from 48 EXIIlBIT G-2
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such Leasehold Mortgagee or Mezzanine Lender or from Tenant delivered in the manner provided by Article 24 a copy of each notice given by City to Tenant under Section 22.1 at the same time as and whenever any such notice shall thereafter be given by City to Tenant, and, without affecting or extending the commencement of any grace or cure period available to Tenant as provided in this Lease, no such notice by City shall be deemed to have been duly given to Tenant (and no grace or cure period in favor of such Leasehold Mortgagee or Mezzanine Lender shall be deemed to have commenced) unless and until a copy thereof shall have been given to each such Leasehold Mortgagee and Mezzanine Lender. Each Leasehold Mortgagee and Mezzanine Lender (i) shall thereupon have a period of ten days more in the case of a Monetary Default and thirty days more in the case of a Non-Monetary Default, after the applicable period afforded Tenant for remedying the same or causing the same to be remedied has expired and (ii) shall, within such period and otherwise as herein provided, have the right (but not the obligation) to remedy such Monetary or Non-Monetary Default or cause the same to be remedied. City shall accept performance by or on behalf of a Leasehold Mortgagee or Mezzanine Lender of any covenant, condition or agreement on Tenant's part to be performed hereunder with the same force and effect as though performed by Tenant, so long as such performance is made in accordance with the terms and provisions of this Lease. City shall not object to and shall cooperate with any entry onto the Premises by or on behalf of a Leasehold Mortgagee or a Mezzanine Lender to the extent necessary to effect such Leasehold Mortgagee's or Mezzanine Lender's cure rights, provided such entry is in compliance with Applicable Law.

11.7.4 No Non-Monetary Default or Event of Default arising from a Non-Monetary Default shall be deemed to exist as long as· a Leasehold Mortgagee or Mezzanine Lender, in good faith, (i) shall have commenced to cure (or caused to be commenced such cure) such NonMonetary Default or Event of Default arising from a Non-Monetary Default within thirty (30) days after the expiration of the applicable period afforded to Tenant for remedying such NonMonetary Default or Event of Default arising from a Non-Monetary Default, and continuously prosecutes or causes to be prosecuted the same to completion with reasonable diligence (subject to Force Majeure) or (ii) if possession or control of the Premises or any part thereof is required in order to cure such Non-Monetary Default or Event of Default arising from a Non-Monetary Default, and Leasehold Mortgagee or Mezzanine Lender shall have notified City within thirty days after the expiration of the applicable period afforded to Tenant for remedying such NonMonetary Default or Event of Default arising from a Non-Monetary Default of its intention to institute foreclosure proceedings to obtain possession or control of the Premises, directly or through a receiver, and thereafter promptly commences such foreclosure proceedings, prosecutes such proceedings with all reasonable diligence and continuity (subject to Force Majeure) and, upon obtaining possession and/or control of the Premises, commences or causes its designee to commence promptly to cure the Non-Monetary Default or Event of Default arising from a NonMonetary Default and prosecutes the same to completion with all reasonable diligence. and continuity (subject to Force Majeure); provided that the Leasehold Mortgagee oi- Mezzanine Lender or its designee shall have delivered to City, in writing, within the time periods set forth in clause (i) or @above, its agreement, subject to the last sentence of this Section 11.7.4, to cause the Person obtaining possession and/or control of the Premises to agree to take the action described in clause (i) or ilil above (the "Lender Notice of Cure"); and, provided further, that during the period in which the actions comprising the Lender Notice of Cure are being performed, all of the other obligations of Tenant under this Lease (other than those that require possession or control of the Premises in order to cure) are being duly performed (including 49 EXHIBIT G-2
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payment of all Rent due hereunder) within any applicable notice and cure periods (including any applicable notice and cure rights of Leasehold Mortgagees and Mezzanine Lenders hereunder).

In the event that at any time after the delivery of the Lender Notice of Cure, the Leasehold Mortgagee or Mezzanine Lender notifies City, in writing, that it has relinquished possession or control of the Premises or that it will not institute foreclosure proceedings or, if such proceedings have been commenced, that it has discontinued them, thereupon City shall have the unrestricted right to terminate this Lease by reason of any Event of Default (and to take any other action it deems appropriate by reason of any Event of Default by Tenant).

11. 7 .5 A Leasehold Mortgagee, Mezzanine Lender, successor leasehold owner, assignee or transferee gaining possession or control of the Premises pursuant to a foreclosure or transfer in lieu of foreclosure shall not be bound by any deadline for completion of any construction or alterations required of Tenant under this Lease; provided, however, that such Person gaining possession and/or control of the Premises pursuant to a foreclosure or transfer in lieu of foreclosure shall with all reasonable diligence and continuity prosecute completion of same; and provided further, that upon gaining such ownership and possession, it shall be an obligation of such Person under this Lease to cure any default of Tenant under the DDA (after the expiration of any applicable notice and cure period contained therein, which cure periods shall be extended to be conterminous with the cure rights of such Person under this Lease, and the Parties hereby agree to grant to such Person all necessary rights under the DDA or enter into a replacement agreement with such Person substantially identical to the DDA). Notwithstanding anything in this Lease to the contrary, a Leasehold Mortgagee, Mezzanine Lender, successor leasehold owner, assignee or transferee gaining possession or control of the Premises pursuant to a foreclosure or transfer in lieu of foreclosure shall not be required to cure any Non-Monetary Defaults or Events of Default arising from Non-Monetary Defaults that are not capable of being cured, and if any Leasehold Mortgagee, Mezzanine Lender, successor leasehold owner, assignee or transferee shall acquire the Premises pursuant to a foreclosure or transfer in lieu of foreclosure, then any such Non-Monetary Default or Event of Default arising from a NonMonetary Default that is not capable of being cured shall no longer be deemed an Event of Default or Non-Monetary Default.

11.7.6 With respect to any Non-Monetary Default, so long as a Leasehold Mortgagee or Mezzanine Lender shall be diligently exercising its cure rights under this Lease, City shall not (i) re-enter the Premises, (ii) serve a termination notice, or (iii) bring a proceeding on account of such default to (x) dispossess Tenant and/or other occupants of the Premises, (y) re-enter the Premises, or (z) terminate this Lease or the leasehold estate (such rights described in clauses {i), .(ill and (iii), "City's Termination Rights"). In addition, with respect to any Monetary Default, City shall not exercise any of City's Termination Rights so long as a Leasehold Mortgagee or a Mezzanine Lender shall be diligently exercising its cure rights under this Section 11.7 within the time periods set forth above; provided, however, that (A) nothing contained in this Section 11. 7 .6 shall in any way impair the right of City to exercise any of City's Termination Rights or to enforce any other remedy in the event of any other Event of Default by Tenant in the performance of its obligations hereunder, subject to a Mortgagees or Mezzanine Lender's right hereunder with respect to any such Event of Default, and (B) upon any cessation of a Leasehold Mortgagee or Mezzanine Lender so exercising such rights and undertaking such activities, City may exercise any of City's Termination Rights hereunder. Nothing in the protections to Leasehold Mortgagees or Mezzanine Lenders provided in this Lease shall be 50 EXHIBIT G-2
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construed to either (I) extend the Term beyond the Expiration Date provided for in this Lease that would have applied if no default had occurred, or (II) require such Leasehold Mortgagee or Mezzanine Lender to cure any Non-Monetary Default by Tenant that is not capable of being cured as a condition to preserving this Lease or to such Leasehold Mortgagee obtaining a New Lease as provided in Section 11.8.

11.7.7 Notwithstanding anything to the contrary herein, the exercise of any rights or remedies of a Leasehold Mortgagee under a Leasehold Mortgage or a Mezzanine Lender under a Mezzanine Loan, including the consummation of any foreclosure or transfer in lieu of foreclosure, shall not constitute a default under this Lease or require the consent of City.

11.7.8 No Leasehold Mortgagee or Mezzanine Lender shall become liable under this Lease unless and until such time as it becomes, and then only for so long as it remains, the owner of the leasehold estate created hereby, and no performance by or on behalf of a Leasehold Mortgagee or Mezzanine Lender of Tenant's obligations hereunder shall cause such Leasehold Mortgagee or Mezzanine Lender to be deemed to be a "mortgagee in possession" unless and until such Leasehold Mortgagee shall take possession or control or of the Premises, or such Mezzanine Lender shall take possession or control of Tenant, as applicable.

11.7.9 If there is more than one Leasehold Mortgagee, the rights and obligations afforded by this Section 11.7.9 to a Leasehold Mortgagee shall be exercisable only by the Leasehold Mortgagee whose Leasehold Mortgage is most senior in lien (or that has obtained the consent of any Leasehold Mortgagees whose Leasehold Mortgage is senior to the Leasehold Mortgage of such Leasehold Mortgagee). ·

11.7.10 Without limiting Section 11.7.7 and notwithstanding anything contained in the DDA to the contrary, if possession or control of the Premises or any part thereof is required in order for a Leasehold Mortgagee or Mezzanine Lender to cure a Non-Monetary Default by Tenant under the DDA, then, following the giving of the Lender Notice of Cure and during the pendency of any proceedings to foreclose such Leasehold Mortgage or Mezzanine Loan and obtain ownership of Tenant's interest in the Premises, no "Default" under and as defined in the DDA shall be deemed to exist (and, for the avoidance of doubt, neither Leasehold Mortgagee nor Mezzanine Lender will be required to assume any obligation under the DDA unless and until it or its nominee has obtained ownership of Tenant's estate hereunder) so long as such Leasehold Mortgagee or Mezzanine Lender shall comply with its obligations under this Section 11.7.

11.8 New Lease.

11.8 .1 In the event of a termination of this Lease prior to the Expiration Date, whether by summary proceedings to dispossess, service of notice to terminate, or otherwise, due to an event specified in Article 22, City shall serve upon each Leasehold Mortgagee who is entitled to notice, notice of such termination promptly following the same, together with a statement of any and all sums which would at that time be due under this Lease but for such termination, and of all other defaults, if any, under this Lease then known to City. Subject to clause (e) of this Section 11.8, the Leasehold Mortgagee entitled to the rights afforded by this Section 11.8 shall thereupon have the option to obtain a new lease in accordance with and upon the following terms and conditions (a "New Lease"):
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(a) Upon the request of such Leasehold Mortgagee, served upon City in accordance with Article 22, within forty-five (45) days after service upon the Leasehold Mortgagee of notice of termination by City, City shall enter into a New Lease of the Premises with such Leasehold Mortgagee, a special-purpose Affiliate thereof or any good faith designee of such Leasehold Mortgagee (such Leasehold Mortgagee, Affiliate thereof or designee, the "New Tenant").
(b) The New Lease shall be effective as of the date of
termination of this Lease and shall be for the remainder of the Term and at the Rent and upon all the agreements, terms, covenants and conditions hereof. Upon the execution of such New Lease, the New Tenant shall pay any and all sums that would at the time of the execution thereof be due under this Lease but for its termination, together with interest thereon at the Default Rate, and shall otherwise with reasonable diligence commence to remedy any Non-Monetary Defaults and shall pay all costs and expenses, including reasonable attorneys' fees, court costs and disbursements incurred by City in connection with such defaults and termination, the recovery of possession of the Premises and the preparation, execution and delivery of such New Lease, less any net monies received by City from the date of termination of this Lease for rent or for use and occupancy of the Premises. City shall have no obligation to deliver physical possession of the Premises in connection with the giving of any such New Lease to the extent that City shall not previously have recovered possession of same.

Nothing herein contained shall release Tenant from any of its obligations under this Lease which shall not have been discharged or fully performed by Tenant or by such Leasehold Mortgagee or New Tenant.

11.8.2 As between City and New Tenant, any New Lease, and the leasehold estate created thereby, subject to the same conditions contained in this Lease, shall continue to maintain the same priority as this Lease with regard to any Leasehold Mortgage or any other lien, charge or encumbrance whether or not the same shall then be in existence.

11.8.3 Upon the execution and delivery of a New Lease, all subleases that theretofore may have been assigned to City shall be assigned and transferred, without recourse, by City to the New Tenant. Between the date of termination of this Lease and the date of execution and delivery of the New Lease, if a Leasehold Mortgagee shall have requested such New Lease, City shall not enter into any new subleases, cancel or modify in any material respect any then-existing subleases or accept any cancellation, termination or surrender thereof (unless such termination shall be effected as a matter of law on the termination of this Lease) without the consent of the Leasehold Mortgagee, not to be unreasonably withheld, conditioned or delayed, except as permitted in the subleases.

11.8.4 If there is more than one Leasehold Mortgagee, City shall enter into a New Lease with the Leasehold Mortgagee whose Leasehold Mortgage is senior in lien (or that has obtained the consent of any Leasehold Mortgagees whose Leasehold Mortgage is senior to the 52 EXHIBITG-2
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Leasehold Mortgage of such Leasehold Mortgagee) as the Leasehold Mortgagee entitled to the rights afforded by this Section 11.8.

11.9 Any rejection of this Lease by or on behalf of Tenant in any bankruptcy, reorganization, arrangement or similar proceeding that would otherwise cause this Lease to terminate, shall, without any action or consent by City, Tenant or any Mortgagee, effect the transfer of Tenant's interest hereunder to the Leasehold Mortgagee whose Leasehold Mortgage is most senior in lien or its nominee or designee. Upon any such transfer to a Leasehold Mortgagee, such Leasehold Mortgagee may (i) reject the transfer of this Lease upon giving notice thereof to City no later than forty-five ( 45) days after notice from City of such transfer, in which case such Leasehold Mortgagee shall have no further obligations hereunder, or (ii) may request a new lease in accordance with the provisions of this Section 11.9. fu the event that the Leasehold Mortgagee whose Leasehold Mortgage is most senior in lien shall fail either to effect the transfer of this Lease or request a new lease, then City shall notify all remaining Leasehold Mortgagees that such Leasehold Mortgagee failed to exercise such right whereupon each other Leasehold Mortgagee may, within twenty days after receiving such notice, have the same alternative rights, exercisable within the same period after receipt of such notice. If more than one Leasehold Mortgagee shall have elected to either effect such transfer or request such new lease (subject to the liens of all Leasehold Mortgagees senior in lien in each case) the Leasehold Mortgagee whose Leasehold Mortgage is most senior in lien shall be deemed to have exercised such right.

I 1.10 Additional Mortgagee Protections. In addition to the other rights, notices and cure periods afforded to Leasehold Mortgagees, City further agrees that:
(a) without the prior consent of each Leasehold Mortgagee (which consent is not to be unreasonably withheld, conditioned or delayed), to the extent required in the Leasehold Mortgage, City will neither agree to any modification or amendment of this Lease ( other than an immaterial modification or amendment), nor accept a surrender or cancellation of this Lease;
(b) City shall consider in good faith any modification to this Lease requested by a Leasehold Mortgagee as a condition or term of granting financing to Tenant, so long as the same does not materially increase City's obligations, materially diminish Tenant's obligations, or diminish City's rights and immunities hereunder;
(c) the Leasehold Mortgagee whose Leasehold Mortgage is most senior in lien (or that has obtained the consent of any Leasehold Mortgagees whose Leasehold Mortgage is senior to the Leasehold Mortgage of such Leasehold Mortgagee) shall have the right to participate in any arbitration proceedings under Section 28.1.2, although only one Leasehold Mortgagee shall have such participation rights at any given time; (d) the Leasehold Mortgagee whose Leasehold Mortgage is most senior in lien (or that has obtained the consent of any Leasehold 53 EXHIBIT G-2
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Mortgagees whose Leasehold Mortgage is senior to the Leasehold Mortgage of such Leasehold Mortgagee) shall have the right to participate in the adjustments of any insurance claims of the nature set forth in Articles 8 and .2. and condemnation awards of the nature set forth in Article 1 O; provided, however, that only one Leasehold Mortgagee shall have such participation rights at any given time; and
(e) at the request of Tenant from time to time, City shall execute and deliver an instrument addressed to the holder of any Leasehold M01tgage or Mezzanine Loan confirming that such holder is a Leasehold Mortgagee or Mezzanine Lender (provided, that City may require such Leasehold Mortgagee or Mezzanine Lender to provide such reasonably detailed information as is necessary for City to make such determination) and entitled to the benefit of all provisions contained in this Lease that are expressly stated to be for the benefit of Leasehold Mortgagees or Mezzanine Lenders.

11.11 Rights Among Leasehold Mortgagees. Notwithstanding anything to the contrary contained in this Lease, the Leasehold Mortgage most senior in lien (and the Leasehold Mortgagee under a such Leasehold Mortgage) shall be and shall be deemed to be the Leasehold Mortgage (and the Leasehold Mortgagee) most senior in lien for purposes of this Article 11, and such Leasehold Mortgagee under such Leasehold Mortgage most senior in lien shall constitute the Restoration Fund Depository, the Condemnation Proceeds Depository and the Impositions Depository under and as defined in this Lease.

11.12 Subleases.

11.12.1 Notwithstanding any provision of this Lease to the contrary, Tenant may grant any Sublease or license to any Person or Persons to use or occupy any portion of the Premises and/or the Improvements without the necessity of obtaining the consent of ( or providing notice thereof to) City, and no such transaction shall constitute a Consent Transfer.

11.12.2 Each Sublease or license of any portion of the Premises shall provide that:
(i) such Sublease or license is subject to this Lease; (ii) such Sublease shall expire on or prior to the Expiration Date or upon the earlier termination of the Term; and (iii) City shall have no obligation to the Subtenant or licensee under such Sublease or the licensor under such license, as the case may be, except as provided in Section 11.13 and/or any applicable Recognition Agreement.
11 . 13 Recognition Right.

11.13.1 From time to time, Tenant may deliver to City a copy of any sublease or license of any portion of the Premises (which may be unexecuted but which shall, in all other respects, be in final form), together with a summary of the material terms thereof (including, without limitation, a description of the subleased or licensed premises, the rent and the term of such sublease or license), prior to or promptly after execution and delivery of the same. In addition, if Tenant desires to qualify the sublease as a Qualifying Sublease in accordance with 54 EXHIBITG-2
FORM OF GROUND LEASE (PHASES 2-7)
this Section 11.13 .1, Tenant shall also submit reasonable evidence to support a finding that the rental is not less than the prevailing market rental for the applicable use. Such evidence may consist of relevant market data, comparable leases, appraisals and/or a sworn affidavit or declaration under penalty of perjury from the leasing broker (who may be either internal to Developer or a third party broker) that, in his or her professional judgement based on thencurrent experience with comparable properties, the rental is not less than the prevailing market rental for the applicable use. If Tenant submits a sworn broker affidavit or declaration under penalty of perjury in reliance on comparable properties, then upon City's request, Tenant shall also provide, on a confidential basis, supporting information relied upon by the broker to make such determination and/or shall coordinate discussions between the broker and appropriate City staff to provide support. Within thirty (30) days after receipt of the same by City, City shall notify Tenant whether same is a "Qualifying Sublease". City shall have the right to designate any sublease or license as a Qualifying Sublease; provided, however, that City shall be required to designate any sublease or license a Qualifying Sublease if (i) a Leasehold Mortgagee has executed a non-disturbance agreement with respect to such sublease or license or (ii) the Subtenant or licensee thereunder is an unrelated third party Subtenant or licensee of a space lease consisting of (I) not less than twenty-five thousand (25,000) square feet of office space at a rental not less than the prevailing market rental or (II) a retail or restaurant space under a space lease or license with a term of not less than five (5) years at a rental not less than the prevailing market rental (the Subtenant or licensee under any Qualifying Sublease, a "Qualifying Subtenant"). If City shall determine that any sublease or license is a Qualifying Sublease, then the provisions of Section 1 l'.13.2 shall apply. If City shall determine that any sublease or license is not a Qualifying Sublease, City shall provide to Tenant written notice thereof, setting forth the reason for such determination in reasonable detail. If Tenant disputes such determination in writing within ten (10) days after its receipt of such notice from City, such dispute shall be resolved in accordance with Article 28 hereof.

11.13.2 In the event City acquires or succeeds to the interest of Tenant under a Qualifying Sublease (the date upon which such event occurs hereinafter referred to as the "Succession Date"), then, provided that on the Succession Date no event of default exists and is continuing under such Qualifying Sublease which would permit the City thereunder to terminate such Qualifying Sublease or exercise any dispossess remedies provided for in such Qualifying Sublease, then (i) such Qualifying Sublease shall continue as a direct lease between City and the Qualifying Subtenant upon all of the terms, covenants, conditions and agreements set forth in the Qualifying Sublease and remaining to be performed, with the same force and effect as if City, as landlord under the Qualifying Sublease, and the Qualifying Subtenant as tenant under the Qualifying Sublease, entered into a lease ( on such terms, covenants and conditions, including any renewals thereof) as of the date of the termination of this Lease, for a term equal to the unexpired term of the Qualifying Sublease, (ii) at the request of either party, City and the Qualifying Subtenant shall execute and exchange an instrument confirming such direct lease relationship, but the failure of either party to execute such instrument shall not affect their rights and obligations with respect to said direct lease relationship, and (iii) the Qualifying Subtenant shall be bound by said direct lease relationship and to attorn to City and recognize City as its landlord and shall pay its rent, additional rent and all other sums due under the Qualifying Sublease at the address designated by City by written notice to such Qualifying Subtenant from time to time. Upon the request of City, Tenant or the Qualifying Subtenant, City and the Qualifying Subtenant shall promptly execute a recognition agreement (a "Recognition 55 EXHIBITG-2
FORM OF GROUND LEASE (PHASES 2-7)
Agreement") in the form of Exhibit K attached hereto, with only such changes as may be reasonably requested by a Qualifying Subtenant to meet its corporate leasing requirements (for example, as may be required of nationally-recognized brands as a pre-requisite to leasing), in favor of a Qualifying Subtenant, which Recognition Agreement shall provide that, in the event this Lease shall be terminated on account of the default of Tenant, City shall recognize and honor the terms of the Sublease between such Qualifying Subtenant and Tenant as a direct Lease between City and the Qualifying Subtenant and shall not disturb or interfere with such Qualifying Subtenant's possession of the premises under its Sublease due to such termination or otherwise, on the condition that: (a) City shall not be subject to any offsets or defenses that a Qualifying Subtenant might have as to Tenant or to any claims for damages against Tenant as its landlord, nor shall City be obligated to fund to, or for the benefit of, a Qualifying Subtenant, any then undisbursed (as of the effective date of such recognition) tenant improvement or refurbishment allowance or other allowances or monetary concessions; (b) City shall not be required or obligated to credit a Qualifying Subtenant with any rent, additional rent, security deposits, security or other amounts delivered or paid by such Qualifying Subtenant to Tenant; and (c) a Qualifying Subtenant shall make full and complete attornment to City, as its landlord, under a written agreement executed by City and such Qualifying Subtenant, so as to establish direct privity of contract between City and such Qualifying Subtenant with the same force and effect as though the Qualifying Sublease was originally made directly between City and the Qualifying Subtenant.

The provisions of this Section 11.13.2 are self-operative and shall apply, without any further action by any party, upon a determination in accordance with this Section that a sublease or license is a Qualifying Sublease, whether or not the parties enter into a Recognition Agreement as provided above.

ARTICLE 12

REPAIRS AND MAINTENANCE

12.1 Repairs. During the Term, Tenant shall, at its sole cost and expense, operate, maintain and repair (including the making of all necessary replacements, whether ordinary or extraordinary) the Premises, the hnprovements, the Buildings ( and every part of each of them) and all water, sewer, gas and other utility connections, pipes and mains that are located on the Premises (unless the same is within the operational control of City, a public utility company or any other independent third party) in good and safe order and condition, reasonable wear and tear (which could not be avoided by good maintenance practices) excepted, provided, however, that Tenant's obligations with respect to Restoration resulting from a Casualty or Condemnation shall be as provided in Articles 9 and .l.Q. Tenant's obligations under this Section 12.1 include the maintenance of all common areas in a safe, clean and attractive condition, free of graffiti, and the maintenance oflandscaped areas in an attractive and thriving condition. Tenant shall not commit or suffer waste to the Premises or to any Airspace Parcel Easement Area. Subject to Articles 9 and 10, all repairs to the Premises made by Tenant shall utilize workmanship and materials comparable or higher in quality and class to the original work and shall be made in compliance with (a) all Applicable Laws (including, for the avoidance of doubt, all Environmental Laws) and (b) the CC&Rs.

12.2 Ownership and Operation of Landfill.
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12.2.1 City owns and operates the Landfill (and the Landfill Parcel), which is not part of the Premises and, although subject to the Airspace Parcel Easements granted hereunder, is not being leased to Tenant hereunder. During the Tenn, City agrees that it shall at all times operate, maintain, improve, repair, remediate and replace the Landfill and the Landfill Parcel (i) in accordance with the Project Documents, (ii) in good and safe condition, (iii) in a manner that will not pose any risk to the health and safety of occupants and visitors to the Premises and/or the Buildings, will not pose any threat of damage to tangible property contained thereon and will not interfere with the operation of any business contained within the Premises, and (iv) otherwise in accordance with Applicable Law (for the avoidance of doubt, including all Environmental Laws), at its sole cost and expense, except as provided otherwise in Section 12.2.2.

12.2.2 City agrees to indemnify and hold harmless Tenant, the Major Subtenants, the Mezzanine Lenders, the Leasehold Mortgagees and each officer, director, Affiliate, direct or indirect interest holder, manager,, trustee, contractor, agent or representative of any of the foregoing (collectively, "Tenant Parties") from and against any and all Claims, Damages and Costs asserted against or incurred by any Tenant Party arising from or related to City's failure to perform its obligations under this Section 12.2.1, under Section 2.3, or under Section 14.3, except to the extent that such failure is caused by the material breach of this Lease by Tenant or any negligence or willful misconduct by a Tenant Related Party.

ARTICLE 13

CHANGES, ALTERATIONS AND ADDITIONS
13 .1 Initial Improvements. Tenant shall construct and complete, or cause to be constructed and completed, the Required Initial Infrastructure and [as to Phase 2 only: the Required Buildings, and shall use its best efforts to construct and complete the Additional Initial Buildings in accordance with the requirements of the DOA[.] [as to Phases 2 and 3 only: the Required Retail Buildings] and shall use its best efforts to construct and complete the Additional Retail Buildings, all in accordance with the requirements of the ODA, including without limitation, Article 9 thereof (Construction Obligations). Notwithstanding the foregoing, Tenant shall have the right to transfer its obligations to construct and complete all or any portion of the [include as applicable: the Required Buildings, the Required Retail Buildings, the Additional Initial Buildings or the Additional Retail Buildings to the Phase Developer for [insert the following as applicable]: [the Phase 2 Developer] or [the Phase 3 Developer] by providing written notice thereof to City. Upon such notice, City and Tenant shall enter into an amendment to this Lease to remove the obligation to construct and complete (or use best efforts to construct and complete) the transferred amount of the Required Buildings, Required Retail Buildings, the Additional Initial Buildings or Additional Retail Buildings so transferred, effective upon a corresponding amendment to this Lease with the Phase Developer assuming such obligation.

13.2 Subsequent Improvements. After such Required Initial Infrastructure [and Required Buildings] have been Substantially Completed (or with City's consent, during the period that Tenant is constructing the Initial Improvements), Tenant shall have the right to add such additional Improvements and/or Buildings and make, construct, reconstruct, replace, modify and enhance the Required Initial Infrastructure [and Required Buildings], and such additional Improvements and/or Buildings and/or such other Improvements within the Premises or the Airspace Parcel Easements Areas as it shall deem necessary, convenient or appropriate, 57 EXHIBIT G-2
FORM OF GROUND LEASE (PHASES 2-7)
including the right to demolish existing Improvements that in Tenant's good faith judgment, have become obsolete, unlawful, or uneconomic, or otherwise are not consistent with Tenant's plans for the optimal use of the Premises, including any Improvements (and any additions to existing Buildings or Improvements) as are required under Articles 9, lQ and 11 (any such demolition, replacement, alteration, rebuilding or addition of improvements, a "Capital Improvement"); provided, that Tenant shall complete all such Capital Improvements in compliance with the following requirements:

13.2.1 No Capital Improvement shall be undertaken unless and until Tenant shall have procured from all Governmental Authorities all permits, consents, certificates and approvals required from any Governmental Authority having jurisdiction for the applicable Capital Improvement which are required to be obtained prior to the commencement of the proposed Capital Improvement (each approval, an "Improvement Approval"). City, at the sole cost and expense of Tenant, shall promptly execute and deliver any applications for Improvement Approvals that require the execution by the fee owner of the Premises, and otherwise cooperate with Tenant as reasonably required or requested by Tenant in order for Tenant to obtain all Improvement Approvals, provided such documents or instruments do not impose any liability or obligation on City (unless paid by Tenant or against which City is indemnified by Tenant in a manner reasonably satisfactory to City) or reduce any of the rights of City under this Lease in more than a de minimis manner. True copies of all such Improvement Approvals shall be delivered by Tenant to City prior to commencement of any proposed Capital Improvement.

13.2.2 All Capital Improvements shall be made with reasonable diligence and continuity (subject to Force Majeure) and in a good and workmanlike manner and in compliance with (i) all Improvement Approvals and (ii) all other Applicable Laws ..

13.2.3 No construction of any Capital Improvement shall be commenced until Tenant shall have delivered to City original insurance policies, or certificates of insurance with respect to such policies together with copies of such policies, issued by responsible insurers and bearing notations evidencing the payment of premiums 9r installments thereof then due or accompanied by other evidence satisfactory to City of such payments, for the insurance required by Article 8.

If, under the provisions of any casualty, liability or other insurance policy or policies then covering the Premises or any part thereof, any consent to such Capital Improvement by the insurance company or companies issuing such policy or policies shall be required to continue and keep such policy or policies in full force and effect, Tenant, prior to the commencement of construction of such Capital Improvement, shall obtain such consent and pay any additional premiums or charges therefor that may be imposed by said insurance company or companies.

13.2.4 As-Built Plans. Upon completion of any Capital Improvement, Tenant shall furnish to City a complete set of "as-built" plans for such Capital Improvement together with a copy of the Certificate of Occupancy issued therefor, to the extent a modification thereof was required.

13.3 Title. Title to all additions, alterations, improvements and replacements made to the Improvements, including, without limitation, the Capital Improvements, shall forthwith vest 58 EXHIBIT G-2
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in City as provided in Section 2.5, without any obligation by City to pay any compensation therefor to Tenant.

ARTICLE 14

REQUIREMENTS OF PUBLIC AUTHORITIES AND OF INSURANCE

UNDERWRITERS AND POLICIES

14.l Compliance with Applicable Law. Subject to this Lease, Tenant shall comply, and shall cause Tenant's contractors and subcontractors and all Subtenants and other occupants of the Premises to comply, with all Applicable Law without regard to the nature or cost of the work required to be done, extraordinary, as well as ordinary; provided, however, that (i) the foregoing shall not apply to obligations that are the responsibility of City under this Lease, the DDA or any other Project Document and (ii) Tenant shall be entitled to avail itself of any variances, waivers, grandfather exceptions or similar relief as may be available from time to time.

14.2 Right to Contest. Tenant, at its sole cost and expense, may contest, by appropriate proceedings prosecuted diligently and in good faith, the validity or applicability of any Applicable Law; provided, that: (a) City shall not be subject to civil liability or criminal penalty or to prosecution for a crime, nor shall the Premises (including the City's fee interest therein) or any part thereof be subject to being sold, forfeited, condemned or vacated, by reason of noncompliance, by reason of such contest; (b) if an adverse decision in such proceeding or the failure to pay any judgment resulting from such adverse decision could reasonably result in the imposition of a lien in the amount of two million dollars ($2,000,000) or more against the Premises, then before the commencement of such contest, Tenant shall furnish to City the bond of a surety company reasonably satisfactory to City, or other deposit or security in each case in form, substance and amount reasonably satisfactory to City, and shall indemnify City against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (including the costs and expenses in connection with such contest); (c) Tenant shall keep City regularly advised as to the status of such proceedings; (d) such contest shall be prosecuted with diligence and in good faith to final adjudication, settlemeut, compliance or other disposition of Applicable Law so contested; (e) such contest, and any disposition thereof (including the cost of complying therewith and paying all fines, penalties, interest, fees, costs and expenses in connection therewith), shall be at the sole cost and expense of and shall be paid by Tenant; (f) promptly after disposition of the contest, Tenant shall comply with such Applicable Law to the extent detennined by such contest; (g) there is no existing Event of Default, (h) if the consent of any Leasehold Mortgagee or lender under a Mezzanine Loan is required in order for Tenant to commence such contest, such consent has been obtained and evidence thereof provided to City; and (g) notwithstanding any bond, deposit or other security furnished to City, Tenant shall comply with any Applicable Law in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if City is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest.

14.3 Environmental Requirements.

14.3.1 Requirements Applicable to Tenant.
59 EXIITBIT G-2
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(a) Subject to City performing its obligations under Section

14.3.2 or otherwise relating to Environmental Activities and/or environmental conditions under this Lease, (x) Tenant shall not undertake, permit or knowingly suffer any Environmental Activity with respect to the Premises or the Airspace Parcel Easement Areas other than (i) in compliance with Applicable Law and (ii) in such manner as shall keep the Premises (and in the case of Environmental Activity undertaken by Tenant affecting the same, the Airspace Parcel Easement Areas) free from any lien imposed in respect of or as a consequence of such Environmental Activity, and (y) Tenant shall take all commercially reasonable steps to assure that any Environmental Activity undertaken within the Premises (and any Environmental Activity undertaken by Tenant with respect to the Airspace Parcel Easement Areas) is undertaken in such a manner as to provide prudent safeguards against potential risks to human health and the environment.
(b) The activities to be conducted by Tenant within the Tenant Airspace Parcel Easements as described in Section 2.3 hereof are collectively referred to herein as the "Tenant Airspace Parcel Easement Activities and Operations". City acknowledges that (i) certain of the Tenant Airspace Parcel Easements Activities and Operations require the approval of certain Governmental Authorities and/or compliance with the requirements of the Project Documents related to the Landfill and other applicable requirements of Environmental Law related to the Landfill (collectively, the "Relevant Landfill Requirements") and (ii) the Tenant Airspace Parcel Easement Activities and Operations will require, among other things, (A) the penetration at multiple points of the existing "cap" on the Landfill, (B) the penetration at multiple points of the existing seal underlying the Landfill, and (C) the removal from the Landfill in certain areas of certain substances and trash now contained in the Landfill. The Parties hereby specifically agree that, subject to Tenant and the Tenant Related Parties complying with the Relevant Landfill Requirements to the extent applicable to the Tenant Airspace Parcel Easement Activities and Operations, (x) Tenant shall not be deemed to have assumed any liability or obligation for, and Tenant shall have no obligation or liability for, the existence, release, migration, leakage and/or escape (including from the areas of the Landfill into the groundwater underlying the Landfill), transport, generation, remediation and/or mitigation of any Hazardous Materials contained in the Landfill as of the Commencement Date or otherwise generated, or existing in the Landfill from time to time with respect to City's Environmental Activities (or any other violation of Environmental Law with respect thereto) and (y) City shall have complete liability for the existence, release, migration, leakage and/or escape, transpott, generation, remediation and/or mitigation of all Hazardous Materials contained within the Landfill Parcel ( except Hazardous Materials separately released by Tenant or Tenant Related Parties from the Premises into the Landfill Parcel).
60 EXHIBITG-2
FORM OF GROUND LEASE (PHASES 2-7)

14.3.2 Requirements Applicable to City. Subject to Tenant performing its obligations under Section 14.3.1 or otherwise relating to Environmental Activities and/or environmental conditions under this Lease, (a) City shall not undertake, pennit or knowingly suffer any Environmental Activity with respect to the Landfill Parcel and the Landfill (or any areas of the Premises or the Improvements), if and to the extent City enters the same pursuant to the provisions of this Lease, other than (i) in compliance with Applicable Law and (ii) in such manner as shall keep the Landfill Parcel, the Landfill, the Premises and the Improvements free from any lien imposed or any violation of Environmental Law applicable to the Landfill Parcel in respect of or as a consequence of such Environmental Activity and (b) City shall take all commercially reasonable steps to assure that any Environmental Activity undertaken within the Landfill Parcel (and any Environmental Activity undertaken by City with respect to the Landfill Parcel, the Premises or the hnprovements) is undertaken in such a manner as to provide prudent safeguards against potential risks to human health and the environment.

14.3.3 Right to Audit. Each Party shall have the right from time to time and at its expense to conduct, following reasonable advance notice of at least fifteen (15) Business Days, an environmental audit of, in the case of City, the Premises, and in the case of Tenant, the Landfill Parcel, if and only if there are commercially reasonable indications of a material breach of the other Party's obligations under this Section 14.3, and in each case, the other Party shall reasonably cooperate with the conduct of the audit by the auditing Party, subject in the case of an audit of the Premises, the rights of the Subtenants under their Subleases (which City shall not violate). The auditing Party shall use commercially reasonable efforts to minimize interference with the existing uses and occupancies of the property being audited (and in the case of any audit of the Premises, City shall not cause or create in any manner any material interference with the use and business operations of the Subtenants) and shall repair any damage to the property being audited resulting from such Party's entry and/or audit of such property. In the event any such audit shall indicate that a Party shall have committed a material breach of its obligations under this Section 14.3, such breaching Party shall bear the reasonable costs of such audit.

ARTICLE 15

DISCHARGE OF LIENS

15.1 Creation of Liens. Subject to Section 15.2, and except as otherwise expressly provided in this Lease, Tenant shall not create or permit to be created any lien, encumbrance or charge upon the Phase [ ] Airspace Parcel, the Landfill Parcel or the Premises or any part thereof, the income therefrom or any assets of, or funds appropriated to, City, and Tenant shall not suffer any other matter or thing whereby the estate, right and interest of City in the Premises or any part thereof might be impaired.
15 .2 Discharge of Liens. If any mechanic's, laborer's or materialman' s lien ( other than a lien arising out of any work performed by or on behalf of City) or other lien, encumbrance or charge is at any time filed or asserted in violation of Section 15.1 against the Premises or any part thereof, the Phase [ ] Airspace Parcel or the Landfill Parcel, Tenant shall (a) within fortyfive (45) days after notice of such filing or assertion (or sooner if necessary to prevent the enforcement or foreclosure of such lien), cause the same to be discharged of record by payment, deposit, bond, order of a court of competent jurisdiction or otherwise, and (b) indemnify, defend, protect and hold City harmless from and against any and all Claims, Damages and Costs arising 61 EXIDBITG-2
FORM OF GROUND LEASE (PHASES 2-7)
out of such lien and/or the swns claimed to be due which give rise to such lien. If Tenant fails to cause the lien to be so discharged of record within such forty-five (45) day period (or such shorter period as is necessary to prevent the enforcement or foreclosure of such lien), then, in addition to any other rights or remedies, City may, but shall not be obligated to, discharge the lien either by paying the amount c1aimed to be due or by procuring the discharge of the lien by deposit or by bonding proceedings. Any amount so paid by City, including all reasonable costs and expenses incurred by City in connection therewith, together with interest thereon at the Default Rate from the respective dates of City's making of the payment or incmTing of the costs and expenses until the date of actua1 repayment to City of such amounts, sha11 constitute Additional Rent and shall be paid by Tenant to City within ten (10) days after demand.

However, Tenant sha11 not be required to discharge any such lien if Tenant is contesting the same in good faith by proceedings in which the enforcement and foreclosure of such lien is stayed and has furnished a cash deposit, a security bond or other such security reasonably satisfactory to City in an amount sufficient to pay such lien including interest and penalties.

15.3 No Authority to Contract in Name of City. Nothing contained in this Lease shall be deemed as constituting the consent or request of City, express or implied, by inference or otherwise, to any contractor, subcontractor, laborer or materiahnan for the performance of any labor or the furnishing of any materials for any specific improvement, alteration to or repair of the Premises or any part thereof, nor as giving Tenant any right, power or authority to contract for or permit the rendering of any services or the furnishing of materials that would give rise to the filing of any lien against City's interest in the Premises, the Landfill Parcel or any pa1t of either thereof, or any assets of, or funds appropriated to, City.

ARTICLE 16

DELIVERY OF POSSESSION AND CONDITION OF TITLE

16. I As-Is Condition. Except as otherwise expressly provided in this Lease or in the other Project Documents, no representations or warranties, express or implied, have been made by or on behalf of City in respect of the Premises or the status of title or the physical condition thereof, including the environmental condition thereof and the zoning or other laws, regulations, rules and orders applicable thereto, the amount of Impositions that may be assessed or the use that may be made of the Premises, and Tenant accepts possession of the Premises in its "AS IS," "WITH ALL FAULTS" condition on the Commencement Date. Except as otherwise expressly provided in this Lease or in the other Project Documents, (a) Tenant has full responsibility for the condition, alteration, maintenance, management, repair and replacement of the Premises, (b) City has no obligation whatsoever to perform any work or make any repairs with respect to the Premises, to furnish any services with respect to the Premises, or to incur any expenses with respect to the Premises, and ( c) City has no responsibility with respect to the condition of the Premises (including any latent defects). Tenant expressly acknowledges and agrees that City has not made and is not making, and Tenant, in executing and delivering this Lease, is not relying upon, any warranties, representations, promises or statements, except to the extent that the same are expressly set f01th in this Lease or the other Project Documents.

16.2 Tenant's Representations. Tenant hereby represents and warrants to City as of the Commencement Date that:
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16.2.1 Tenant is a [limited liability company] duly organized and existing in good standing under the laws of the State of L_J, and qualified to do business in the State of California;

16.2.2 Tenant has the full right, power, authority and legal capacity to execute and deliver this Lease, to execute and deliver the instruments referred to herein, and to enter into and fully perfonn the transactions contemplated hereby, or thereby;

16.2.3 All actions and consents required by Tenant to authorize the transactions contemplated by this Lease have been duly performed and obtained;

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

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

16.2.6 This Lease is a legal, valid and binding obligation of Tenant, enforceable against Tenant in accordance with its terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors' rights generally;

16.2.7 There are no actions, suits or proceedings pending or, to the knowledge of Tenant, threatened against or affecting Tenant, at law or in equity or before any Governmental Authority which would impair Tenant's ability to perfonn its obligations under this Lease; and

16.2.8 Tenant is (i) in compliance with the Patriot Act, as applicable; (ii) in compliance with the Office of Foreign Assets Control sanctions and regulations promulgated under the authority granted by the Trading with the Enemy Act, 12 U.S.C. § 95 (a) et seq., and the International Emergency Economic Powers Act, 50 U.S.C. § 1701, et seq., in each case as applicable and as amended or replaced from time to time; and (iii) a Person that (w) is not, and has never been, under investigation by any Governmental Authority for, and has not been charged with or convicted of a crime under, 18 U.S.C. §§ 1956 or 1957 (as amended or replaced from time to time) or any predicate offense thereunder; (x) has never been assessed a civil penalty under, or had any of its funds seized, frozen or forfeited in any action relating to, any anti-money laundering laws or predicate offenses thereunder; (y) has taken such steps and implemented such policies as are reasonably necessary to ensure that it is not promoting, facilitating or otherwise furthering, intentionally or unintentionaJly, the transfer, deposit or withdrawal of criminally-derived property, or of money or monetary instruments that are (or that Tenant suspects or has reason to believe are) the proceeds of any illegal activity or that are intended to be used to promote or further any illegal activity; and (z) has taken such steps and implemented such policies as are reasonably necessary to ensure that it is in compliance with all 63 EXHIBIT G-2
FORM OF GROUND LEASE (PHASES 2-7)
laws and regulations applicable to its business for the prevention of money laundering and with anti-terrorism laws and regulations, with respect both to the source of funds from its investors and from its operations, which steps include the development and implementation of an antimoney laundering compliance program within the meaning of section 3 52 of the Patriot Act, to the extent Tenant is required to develop such a program under the rules and regulations promulgated pursuant to section 352 of the Patriot Act.

16.3 City's Representations. City hereby represents and warrants to Tenant as of the Commencement Date that:

16.3 .1 City is a municipal corporation duly organized and validly existing under the laws of the State of California and has the full right, power, authority and legal capacity to execute and deliver this Lease, to execute and deliver the instruments referred to herein, and to enter into and fully perform the transactions contemplated hereby, or thereby; · 16.3.2 All actions and consents required by City to authorize the transactions contemplated by this Lease have been duly performed and obtained;

16.3 .3 All Persons who execute this Lease and the instruments contemplated by this Lease on behalf of City will be duly authorized and empowered on behalf of City to do so and to enter into all transactions contemplated by this Lease, and by such instruments;

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

16.3.5 There are no actions, suits or proceedings pending or, to the knowledge of City, threatened against or affecting City, at law or in equity or before any Governmental Authority which would impair City's ability to perform its obligations under this Lease; and

16.3.6 This Lease is a legal, valid and binding obligation of City, enforceable against City in accordance with its terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors' rights generally.

ARTICLE 17
CITY NOT LIABLE FOR INJURY OR DAMAGE, ETC.

17.1 No Liability for Injury. Subject to the provisions of this Lease, and the Project Documents, City shall not in any event whatsoever be liable to Tenant or to any other Person for any injury or damage happening on, in or about the Premises and its appurtenances to Tenant or to any other Person, nor for any injury or damage to the Premises or to any property belonging to Tenant or to any other Person, that may be caused by any fire or breakage, or by the use, misuse or abuse any of the Improvements, or the streets or sidewalk area within the Premises or that may arise from any other cause whatsoever, except to the extent any of the foregoing shall have resulted from City Fault.
64 EXHIBITG-2
FORM OF GROUND LEASE (PHASES 2-7)
I 7.2 No Liability for Utility Failure. Subject to the provisions of this Lease, and the Project Documents, City (in its proprietary capacity as landlord under this Lease) shall not be liable to Tenant or to any other Person for any failure of water supply, gas or electric current, nor for any injury or damage to any property of Tenant or of any other Person or to the Premises, Improvements or Buildings caused by or resulting from gasoline, oil, steam, gas, electricity, or hurricane, tornado, flood, wind or similar storms or disturbances, or water, rain or snow which may leak or flow from the street, sewer, gas mains or subsurface area or from any portion of the Premises or the Buildings, or leakage of gasoline or oil from pipes, appliances, sewer or plumbing works therein, or from any other place, nor for interference with light or other incorporeal hereditaments by anybody, or caused by any public or quasi-public work, except to the extent any of the foregoing shall have resulted from City Fault.

ARTICLE 18

INDEMNIFICATION OF CITY AND OTHERS

18.1 Indemnification. Tenant, to the fullest extent permitted by law, shall indemnify, defend and save City and its agents, directors, Affiliates, officials, officers, managers, members, managing agents, contractors, servants and employees ( collectively, the "City lndemnitees"), harmless from and against any and all loss, cost, liabilities, suits, obligations, fines, damages, penalties, claims, costs, charges and expenses (including engineers', architects' and attorneys' fees and charges) (collectively, "Claims, Damages and Costs") that may be suffered by, imposed upon or incurred by or asserted against any of the City lndemnitees by reason of any of the following occurring during the Term, except to the extent that the same shall have been caused in whole or in part by City Fault (or other conduct that otherwise is the subject of City's indemnification under Section 12.2.2):
18 .1.1 any negligent or tortious act or failure to act of the Tenant Parties or any of them on or about or within the Premises or any part thereof ( or otherwise in connection with any exercise by Tenant of its Airspace Parcel Easement rights) during the Term and after the Term for so long as Tenant, or any Person holding through or under Tenant, remains in possession of the Premises; or
18 .1.2 any accident, injury (including death at any time resulting therefrom) or damage to any Person or property occurring in or on or about the Premises or any part thereof during the Term and after the Tenn for so long as Tenant, or any Person holding through or under Tenant, remains in possession of the Premises, without regard to the scope or amount of insurance actually carried by Tenant; or

18.1.3 any breach or default by Tenant under this Lease; or

18.1.4 any claims made or created by any Subtenants in respect of the Premises against any City Jndemnitee during or after the Term (including claims for return of security deposits and prepaid rent); or

18.1.5 any holdover by Tenant, or by any Person(s) holding under,or through Tenant, after the Term, except where such Person(s) are entitled to remain in possession by virtue of City's express agreement.
65 EXHIBIT G-2
FORM OF GROUND LEASE (PHASES 2-7)

18.2 Obligations Not Affected by Insurance. The obligations of Tenant under this Article 18 shall not be affected or limited in any way by the presence or absence in any case of insurance coverage or by the failure or refusal of any insurance carrier to perform any obligation on its part under insurance policies affecting the Premises.

18.3 Notice and Defense Process. If any claim, action or proceeding is made or brought against any of the City Indemnitees by reason of any event for which Tenant has agreed to indemnify the City Indemnitees in Section 18.1, then, upon demand by such City Indemnitee, Tenant shall resist or defend such claim, action or proceeding (in such City lndemnitee's name, if necessary) by the attorneys for Tenant's insurance carrier (if such claim, action or proceeding is covered by insurance maintained by Tenant) or (in all other instances) by such attorneys as Tenant shall select and such City Indemnitee shall approve, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, and except with respect to personal injury or other liability claims within the coverage limits afforded by Tenant's liability insurance and being defended by attorneys for, or approved by, Tenant's insurance carrier, a City Indemnitee may, in the event that there exists a dispute, an actual or potential conflict of interest or a divergence of interest that (in each case) would make it inadvisable in the good-faith judgment of such City Indemnitee to be (or. continue to be) represented by such attorneys, engage its own attorneys to defend or to assist in its defense of such claim, action or proceeding, and the Tenant shall pay the reasonable fees and disbursements (including disbursements for expert witnesses and consultants) of such attorneys promptly as they are incurred. No City lndemnitee will unreasonably withhold, condition or delay its consent to any settlement proposed by Tenant of a matter that is fully covered by Tenant's indemnification hereunder; provided, that such settlement provides solely for the payment of money and does not impose any other material liability on such City Indemnitee.

18.4 Survival. The provisions of this Article 18 (and Section 12.2.2) shall survive the Expiration Date or any earlier termination of the Term with respect to actions or the failure to take any actions or any other matter arising prior to the Expiration Date or such earlier termination.

ARTICLE 19
RIGHT OF INSPECTION, ETC.

19.1 City Right of Inspection. Tenant shall permit City and its contractors, employees, agents and representatives to enter the Premises at all reasonable times and upon reasonable notice (except in cases of emergency, in which case no notice is required) for the purpose of (a) inspecting the Premises, (b) determining whether or not Tenant is in compliance with its obligations under this Lease, (c) making any necessary repairs to the Premises and performing any work therein that City is entitled to perform under Section 20.1, ( d) showing the Landfill Parcel or Phase [ ] Airspace Parcel to potential purchasers or to lenders or potential lenders, and during the last two years of the Term to potential tenants; provided, that, except in the event of an emergency and except as otherwise provided in this Lease, City shall have delivered to Tenant notice specifying such repairs or work and Tenant shall have failed to complete such repairs or such work as soon as reasonably possible, and in all cases within thirty (30) days after the giving of such notice (subject to Force Majeure), or if such repairs or such work cannot reasonably be completed during such thi1iy day period, to have commenced and be diligently pursuing the 66 EXHIBIT G-2
FORM OF GROUND LEASE (PHASES 2-7)
same (subject to Force Majeure). Notwithstanding the foregoing, City's right to inspect the interior of any completed structure or Building shall be further limited to the extent that Tenant has only limited rights to enter same in accordance with any agreements with Subtenants and other occupants.

ARTICLE20

RIGHT TO PERFORM COVENANTS

20.1 City Right to Perfonn Tenant Covenants. If City provides notice to Tenant of an event or circumstance that requires the action of Tenant which event or circumstance creates an emergency or in City's reasonable opinion creates a material risk of damage or injury to material interests of City and Tenant fails to commence to provide the required action within a reasonable period of time (which shall in no event be more than twenty (20) days after Tenant's receipt of any such notice), given the circumstances, after the receipt of such notice, then, without waiving any other rights or remedies which City may have under this Lease or at law or in equity, City may proceed to take the required action, and if such action was required under the terms of this Lease to be taken by Tenant, then City shall be entitled to reimbursement by Tenant of City's actual costs of taking such action, together with interest thereon at the Default Rate, such reimbursement to be made within thirty (30) days of Tenant's receipt of an invoice from City setting forth a reasonably particularized breakdown of such actual costs in connection with taking such action. If Tenant delivers to City within thirty (30) days after receipt of City's invoice an objection to the payment of such invoice, setting forth with reasonable particularity Tenant's reasons for its claim that such action did not have to be taken by City pursuant to the terms of this Lease, then City may submit such dispute to arbitration in accordance with the terms of Article 28. If City prevails in the arbitration and receives an award in its favor, Tenant shall pay the amount of the award to City within fifteen (15) Business Days after the date of the award, together with interest at the Default Rate computed from the date of the expenditure to the date of payment by Tenant to City of the amount of the award.

20.2 Tenant's Self-Help Right. In the event that Tenant provides notice to City of an event or circumstance that requires the action of City with respect to any of its obligations under this Lease and City fails to commence to provide the required action within a reasonable period of time (which shall in no event be less than twenty (20) days after City's receipt of any such notice, except in the event of an emergency), given the circumstances, after the receipt of such notice, then Tenant may proceed to take the required action upon delivery of an additional ten (10) Business Days' notice (or one Business Day notice in the event of an emergency) specifying that Tenant is taking such required action (and if City commences to provide the required action within such additional ten (10) Business Days (or one Business Day, as applicable) and thereafter prosecutes the action to completion with reasonable diligence, Tenant shall have no rights under this Section 20.2 to take such action), and if such action was required under the terms of this Lease to be taken by City, then Tenant shall be entitled to reimbursement by City of Tenant's actual costs of taking such action, together with interest thereon at the Default Rate. If City does not deliver a detailed objection to Tenant, within thirty days after receipt of an invoice by Tenant of its actual costs of taking action which Tenant claims should have been taken by City, and if such invoice from Tenant sets forth a reasonably particularized breakdown of such actual costs in connection with taking such action on behalf of City, then Tenant shall be entitled to deduct from Rent payable by Tenant under this Lease, the amount of its actual costs (and 67 EXHIBIT G-2
FORM OF GROUND LEASE (PHASES 2-7)
interest thereon at the Default Rate) set forth in such invoice. If, however, City delivers to Tenant within thirty (30) days after receipt of Tenant's invoice an objection to the payment of such invoice, setting forth with reasonable particularity City's reasons for its claim that such action did not have to be taken by Tenant pursuant to the terms of this Lease, then Tenant may submit such dispute to arbitration in accordance with the terms of Article 28. If Tenant prevails in the arbitration and receives an award in its favor, City shall pay the amount of the award to Tenant within fifteen (15) Business Days after the date of the award, together with interest at the Default Rate computed from the date of the expenditure to the date of payment by City to Tenant of the amount of the award.

20.3 Time to Perform an Act, or Cure Non-Performance, if a Date is Not Otherwise Specified. If no specific date for the time to perform an act required by this Lease, or to cure the failure to perform such act, is stated in this Lease, the Party obligated to perform such act must perform the act within a reasonable time in the circumstances.

ARTICLE 21

PERMITTED USES

21.1 Permitted Use. Tenant shall occupy the Premises for the purposes of (i) constructing, maintaining, financing, refinancing, operating, developing, subleasing, repairing, altering, rebuilding, restoring and otherwise using the Premises, the Buildings, the Improvements, and the Airspace Parcel Easement Areas as contemplated by this Lease, the DDA, the Project Documents and any applicable Authorizations, (ii) any other uses specifically permitted in this Lease, consistent with any applicable DAP approved for the Premises, (iii) incidental uses thereto or in furtherance thereof and (iv) any other purposes approved by City in its sole and absolute judgment ( collectively, the "Permitted Uses"), and for no other use or purpose.

21.2 No Unlawful Use. Tenant shall not use or occupy the Premises, nor knowingly permit or suffer the Premises or any part thereof to be used or occupied, for any unlawful, illegal or extra-hazardous business, use or purpose, or in such manner as to constitute a nuisance of any kind (public or private) or that unreasonably interferes with the beneficial use of other propetty.

With reasonable promptness following the discovery of any such unpermitted, unlawful, illegal or extra-hazardous use, nuisance or interference with other property, Tenant, at its sole cost and expense, shall commence to take all necessary actions, legal and equitable, to compel the discontinuance of such use.

21.3 Compliance with CEOA Mitigation Measures. Tenant shall perform, or cause to be performed all Mitigation Measures identified in the Project MMRP that are both the responsibility of the project sponsor (including its successors in interest and contractors) and applicable to the Premises, as such measures are more particularly identified in Exhibit E attached hereto (the "Applicable MMRP Measures''). Tenant shall insure that all Subtenants and other occupants of all of any part of the Premises are provided with a copy of the Project MMRP and Applicable MMRP Measures and that they comply with the Applicable MMRP Measures as the same apply to their particular uses.
68 EXHIBITG-2
FORM OF GROUND LEASE (PHASES 2-7)

21.4 No Adverse Possession. Tenant shall not lmowingly suffer or permit the Premises or any portion thereof to be used, and shall take all necessary actions to prevent the Premises or any portion thereof from being used, by the public in such manner as might reasonably tend to impair title to the Premises or any portion thereof, or in such manner as might reasonably make possible a claim or claims of adverse usage, prescriptive rights or adverse possession by the public, as such, or of implied dedication of the Premises or any portion thereof.

ARTICLE22
EVENTS OF DEFAULT; CONDITIONAL LIMITATIONS, REMEDIES, ETC.

22.l Events of Default. Subject to the provisions of Article 29, each of the events listed in Sections 22.1.1 through 22.1.9 shall be an "Event of Default" hereunder. To .be effective, each notice required to be given by City to Tenant under this Section 22.1 shall be sent, contemporaneously with notice to Tenant, to the Persons listed on Exhibit L and to each Leasehold Mortgagee and Mezzanine Lender that has made a written request to City that a copy of any such notice:

22.1.1 if Tenant fails to pay any item of Rent, or any part thereof, when it becomes due and payable and such failure continues for ten (10) days after notice of such failure by City to Tenant specifying such failure;

22.1.2 if Tenant fails to observe or perform one or more of its other obligations under this Lease (for the avoidance of doubt, not including matters or failures covered by Sections

22.1.1 and 22.1.3 through 22.1.9), and such failure continues for thirty (30) days after notice of such failure from City to Tenant specifying such failure (unless such failure requires work to be performed, acts to be done, or conditions to be removed that, by their nature or because of Force Majeure, cannot reasonably be performed, done or removed, as the case may be, within such thirty-day period, in which case no Event of Default shall be deemed to exist as long as Tenant begins curing the same within such thirty-day period and, subject to Force Majeure, diligently and continuously prosecutes the same to completion); provided, however, that notwithstanding any provision of this Lease to the contrary, an Event of Default described in this Section 22. I .2 shall not be grounds for termination of this Lease under this Article 22 unless the nature of Tenant's failure to observe or perform one or more of its other obligations under this Lease materially impairs the interest of City in this Lease and the Phase [ ] Airspace Parcel and City has no other adequate remedy for such Event of Default;

22.1.3 if Tenant fails to discharge any mechanic's, laborer's or materialman's lien or other lien, encumbrance or charge that is its obligation to discharge under the terms of this Lease within the applicable time period provided in this Lease;

22.1.4 if Tenant fails to maintain any of the insurance required to be maintained by Tenant under the terms of this Lease;

22.1.5 if a levy under execution or attachment is made against the Premises and such execution or attachment has not been vacated or removed by court order, bonding or otherwise within a period of thirty (30) days;
69 EXHIBITG-2
FORM OF GROUND LEASE (PHASES 2-7)

22.1.6 if Tenant makes an assigmnent for the benefit of creditors;

22.1. 7 if Tenant files a voluntary petition under Title 11 of the United States Code or if such petition is filed against it, and an order for relief is entered, or if Tenant shall file any petition or answer seeking, consenting to or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the present or any future federal bankruptcy code or any other present or future applicable federal, state or other statute or law, or shall seek or consent to or acquiesce in or suffer the appointment of any trustee, receiver, custodian, assignee, sequestrator, liquidator or other similar official of Tenant, or of all or any substantial part of its prope1ties or of the Premises or any interest therein of Tenant;

22.1.8 if within ninety (90) days after the commencement of any proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy code or any other present or future applicable federal, state or other statute or law, such proceeding shall not have been dismissed, or if, within ninety (90) days after the appointment, without the consent or acquiescence of Tenant, of any trustee, receiver, custodian, assignee, sequestrator, liquidator or other similar official of Tenant or of all or any substantial part of its properties or of the Premises or any interest therein of Tenant, such appointment shall not have been vacated or stayed on appeal or otherwise, or if, within ninety days after the expiration of any such stay, such appointment shall not have been vacated.

22.1.9 if a Material Breach (as defined in the DDA) on the part of Tenant as the Phase Developer occurs under the DDA (so long as it is in effect); provided, however, that the City's remedies shall be limited to the remedies set forth in the DDA and shall not result in a termination of this Lease unless City exercises its termination rights under the DDA for the Material Breach as to Tenant acting in its capacity as Phase Developer.

22.2 Primary Remedies; Termination of this Lease. If any Event of Default occurs:

22.2.1 Subject to the provisions of Section 22.1.2 and Section 22.1.9, City shall have the right at any time thereafter to give notice to Tenant stating that this Lease shall terminate on the date specified in such notice, which date shall be not less than thirty (30) days after the giving of such notice, and if City gives such notice, then this Lease shall terminate on such date; upon such termination, Tenant immediately shall quit and surrender the Premises and the provisions of A1ticle 27 shall apply; and

22.2.2 Following an Event of Default by Tenant, City shall also have the right, with or without terminating this Lease, to re-enter the Premises pursuant to legal proceedings or pursuant to any notice provided by law and eject all parties in possession therefrom. Without terminating this Lease and with or without re-entering tl\e Premises, City may, at any time and from time to time following an Event of Default, either recover all Rent provided for hereunder as it becomes due or re-let the Premises, or any part or parts thereof, for the account of Tenant, or otherwise, receive and collect the rents therefor, applying the same first to the payment of such expenses as City may have paid, assumed or incuned in recovering possession of the Premises, including reasonable costs, expenses and attorneys' fees, and for placing the same in good order and condition, or preparing or altering the same for re-letting, and all other expenses, 70 EXHIBITG-2
FORM OF GROUND LEASE (PHASES 2-7)
commissions and charges paid, assumed or incurred by City in or in connection with re-letting the Premises, and then to the fulfillment of the covenants of Tenant to be performed under this Lease. No reentry or taking possession of the Premises by City pursuant to this Section 22.2.2 shall be construed as an election to terminate this Lease or Tenant's liability for the payment of Rent or other charges due or accruing hereunder, or as an acceptance of Tenant's surrender of the Premises, unless a written notice of such intention is given to Tenant or unless the termination thereof is decreed by a court of competent jurisdiction. Notwithstanding any reletting without termination by City because of any Event of Default, City may at any time after such reletting elect to terminate this Lease for any such Event of Default.

22.3 Effect of Termination. If this Lease is terminated as provided in Section 22.2.1, City shall have all the rights and remedies of a landlord provided by section 1951.2 of the California Civil Code, and shall be entitled to recover from Tenant, and cause Tenant to pay City on demand:

22.3 .1 the worth at the time of the award of the unpaid Rent that had been earned at the time of termination;

22.3.2 the worth at the time of the award of the amount by which the unpaid Base Rent that would have been earned after termination until the time of the award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided;

22.3.3 the worth at the time of the award of the amount by which the unpaid Base Rent after the time of award until the Expiration Date exceeds the amount of such rental loss that Tenant proves could be reasonably avoided;

22.3.4 any other amount necessary to compensate City for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of events would be likely to result therefrom including, without limitation, all costs and expenses incurred by City in (i) retaking possession of the Premise, including reasonable attorney's fees, (ii) maintaining or preserving the Premises, (iii) preparing the Premises for a new tenant, including repairs or alterations to the Premises, and (iv) leasing commissions; and

22.3.5 Such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by Applicable Law.

As used in Sections 22.3 .1 and 22.3.2 above, the "worth at the time of award" is computed by allowing interest at the rate of ten percent (10%). As used in Section 22.3.3 above, the "worth at the time of award" is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1 %).

22.4 Injunction. In the event of any breach or threatened breach by a Party of any of the covenants, agreements, terms or conditions contained in this Lease, the non-breaching Party shall be entitled to seek to enjoin such breach or threatened breach and shall have the right to invoke any rights and remedies allowed at law or in equity or by statute or otherwise as though re-entry, summary proceedings, and other remedies were not provided for in this Lease. To the 71 EXHIBITG-2
FORM OF GROUND LEASE (PHASES 2-7)
extent permitted by law, each Party hereby waives any requirement for the posting of bonds or other security in any such action.

22.5 Rights Cumulative. Subject to the provisions of this Lease and Applicable Law, each right and remedy of each of City and Tenant provided for in this Lease shall be cumulative and shall be in addition to every other right or remedy provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by a Party of any one or more of its rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by such Party of any or all other rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise.

22.6 Enforcement Costs. Tenant shall reimburse City, as Additional Rent, for all costs and expenses incurred by City in connection with any action or proceeding brought by City, or to which City may be made a party, by reason of any failure by Tenant in the performance or observance of any of the terms, covenants or conditions on Tenant's part to be observed or performed under this Lease. In the event City is the prevailing party in the case of an action or proceeding brought by City or if City has been made a party to an action or proceeding, Tenant shall also pay to City all costs and expenses (including reasonable attorneys' fees and disbursements) incurred by it in enforcing any of the covenants and provisions of this Lease and incurred in any action in which it was the prevailing party, and all such costs and expenses may be included in and form a part of any judgment entered in any related proceeding. Such amounts shall be paid to City within thirty (30) days after Tenant is billed for such costs and expenses.

22.7 Leasehold Mortgagee Protections. Nothing contained in this Article 22 shall be deemed to modify the provisions of Sections 12. 7.

ARTICLE23

NOTICES

23.1 Notice Addresses. Whenever this Lease permits or requires that a notice, demand, request, consent, approval or other communication be given by a Party (each, a "Notice"), and whenever either Party desires to give or serve a Notice, such Notice must be in writing and shall not be effective for any purpose unless it is in writing and given or served as follows: (a) by personal delivery (including by same day commercial courier or messenger service) with receipt acknowledged, (b) delivered by reputable, national overnight delivery service (with its confirmatory receipt therefor), next Business Day delivery specified, or (c) sent by a telephonic facsimile transmitting machine (with the receipt of such transmittal acknowledged in writing or by telephone), with a confirmatory copy to be delivered thereafter by duplicate notice in accordance with any of clauses .@}_ or .OU of this Section 23 .1, in each case to the Parties at their addresses set fo1th on Exhibit L. A Party may change the address(es) to which any Notice is to be delivered to such Party by furnishing ten days' notice of such change(s) to the other Parties in accordance with the provisions of this Section 23.1. The attorney for any Party may send Notices on that Party's behalf.

23.2 Effectiveness. In addition to the requirements for effectiveness set forth in Section 23 . I, to be effective, every notice given to a Party under the terms of this Lease must 72 EXHIBITG-2
FORM OF GROUND LEASE (PHASES 2-7)
be in writing and must state (or must be accompanied by a cover letter that states) substantially the following: (a) the Section ofthis Lease under which the notice is given; (b) if applicable, the action or response required; (c) if applicable, the period of time within which the recipient of the notice must respond thereto; (d) if applicable, the period of time within which the recipient of the notice must cure an alleged breach; (e) if applicable, that the failure to object to the notice within a stated time period will be deemed to be the equivalent of the recipient's approval or disapproval of the subject matter of the notice; (f) if approval is being requested, shall be clearly marked "Request for Approval"; and (g) if a notice of a disapproval or an objection that requires reasonableness, shall specify with particularity the reasons for the disapproval or objection.

23.3 When Notices Deemed Given. Every Notice shall be deemed to have been given or served (a) if given by personal delivery or overnight delivery service, upon delivery thereof, or (b) if given by telephonic facsimile transmitting machine, upon delivery by such means to the addressee, regardless of the timing of receipt of any confirmatory copy, in each case with failure to accept delivery to constitute delivery for such purpose and with inability to deliver because of changed address of which no Notice was given under this Section 23 .3 to constitute delivery for such purpose (provided, that, the sending Party shall use good faith efforts to deliver to any other address of the intended recipient known to the sending Party).

23.4 Notices to Mortgagees. Notwithstanding any prov1s10n of this Lease to the contrary, (a) if a Leasehold Mortgagee or Mezzanine Lender notifies City in writing of its identity and address, any Notice of default given by City hereunder to Tenant shall also be given contemporaneously to such Leasehold Mortgagee or Mezzanine Lender with a copy thereof, if requested, to such Leasehold Mortgagee's or Mezzanine Lender's attorneys and other Persons, in each case to the addresses specified in the request, and (b) no such Notice of default shall be valid as against such Leasehold Mortgagee or Mezzanine Lender unless and until City complies with this Section 23.4.

ART1CLE24
NO FEE SUBORDINATION; RESTRICTIONS ON
SUBORDINATION OF TENANT'S INTEREST; NO FEE MORTGAGES

24.1 No Fee Subordination. None of City's interest in this Lease or the Premises, City's fee interest in the Landfill Parcel or City's fee interest in the Phase [ ] Airspace Parcel shall be subject or subordinate to any mortgage, deed of trust or security instrument (including any Leasehold Mortgage or Mezzanine Loan) now or hereafter placed upon Tenant's interest in this Lease or upon Tenant without the prior consent of City, which consent may be granted or denied in City's sole and absolute discretion.
24,2 Restrictions on Subordination of Tenant's Interest. This Lease, and Tenant's interest in this Lease, shall not be subject or subordinate to any liens or encumbrances on City's fee estate in the Landfill Parcel, the Phase [ ] Airspace Parcel or City's interest in this Lease or in a Major Occupant Lease, except for the Permitted Exceptions and any other liens or encumbrances created or consented to by Tenant, which consent may be granted or denied in Tenant's sole and absolute discretion.
73 EXHIBIT G-2
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24.3 No Fee Mortgages; No Transfers. City agrees that it will not subject its fee interest in the Landfill Parcel or the Phase [ ] Airspace Parcel, or its interest in this Lease or the Premises, to any mortgage, deed of trust or other security instrument of any kind without the prior consent of Tenant, which consent may be granted or denied in Tenant's sole and absolute discretion. As a major inducement to Tenant to enter into this Lease, City agrees that in no case shall City sell, transfer, assign, or encumber, directly or indirectly, all or any portion of the Phase [ ] Airspace Parcel or the Landfill Parcel, or any interest of City in the same, and City agrees to not negotiate to, or enter into any agreement to, do any of the foregoing.

24.4 No Impairment of Title.

24.4.1 Nothing contained in this Lease or any action or inaction by City shall be deemed or construed to mean that City has granted to Tenant any right, power or permission to do any act or make any agreement that may create, give rise to, or be the foundation for, any right, title, interest, lien, charge or other encumbrance other than this Lease upon the estate of City in the Premises. Without limiting the foregoing, Tenant shall not permit any portion of the Premises to be used by any Person (for the avoidance of doubt, including any Subtenant), at any time or times during the Term of this Lease, in such manner as might impair City's title to or interest in the Premises or any portion thereof, or in such manner as might reasonably make possible a claim or claims of adverse use, adverse possession, prescription, dedication, or other similar claims of, in, to or with respect to the Premises or any part thereof.

24.4.2 Notwithstanding the provisions of this Article 24 to the contrary, Tenant shall have the right to create customary and ordinary utility easements that are reasonably required in connection with the construction of the Improvements, any Restoration, or the operation of the Premises for the Permitted Uses; provided, that Tenant provides each such utility easement to City for its prior approval; and provided, further, that in no event shall City be subject to any liability whatsoever under such utility easements. In addition, City agrees to cooperate with Tenant in the execution, acknowledgment and recordation of the CC&Rs and any other restrictive declarations or easement agreements required by Governmental Authorities or Tenant, including any documents subordinating this Lease (but not City's fee interest in the Phase [ ] Airspace Parcel or Landfill Parcel) to such restrictive declarations or easement agreements. Such restrictive declarations or easement agreements shall be in form and substance reasonably acceptable to City, City shall have no personal liability with respect to such other restrictive declarations or easement agreements, and all costs (including reasonable attorneys' fees) incurred by City in reviewing and/or executing and recording the same shall be at Tenant's sole cost and expense and shall be payable by Tenant within ten (10) Business Days of written demand by City.

ARTICLE25

QUIET ENJOYMENT
25 .1 City covenants that so long as this Lease is in full force and effect and there is no existing Event of Default, Tenant shall and may peaceably and quietly have, hold and enjoy the Premises for the term hereby granted without molestation or disturbance by or from City or any Person lawfully claiming through City, and free of any encumbrance created or suffered by City, except for (i) those encumbrances, liens or defects of title, created or suffered by Tenant and 74 EXHIBITG-2
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(ii) the Permitted Exceptions. This covenant shall be construed as running with the land with respect to the Phase [ ] Airspace Parcel and the Landfill Parcel, to and against subsequent owners and successors in interest.

ARTICLE 26

ESTOPPELS

26.1 Tenant Estoppels. At any time, and from time to time, upon not less than fifteen (15) Business Days' notice by City, Tenant shall execute, acknowledge and deliver to City and to any other Person reasonably requested by City a statement certifying: (a) that this Lease and each other Project Document specified by City to which Tenant is a party is unmodified and in full force and effect ( or, if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications), (b) the date to which each obligation constituting Rent has been paid, (c) whether or not any other amounts due and owing by Tenant to City under this Lease or the other Project Documents specified by City have been paid, (d) whether or not, to Tenant's actual knowledge (without inquiry), City is in default in performance of any covenant, agreement or condition contained in this Lease or the other Project Documents specified by City, and, if so, specifying each such default of which Tenant has actual knowledge, and (e) as to any other matter with respect to this Lease or the other Project Documents specified by City as City may reasonably request.

26.2 City Estoppels. At any time, and from time to time, upon not less than fifteen (15) Business Days' notice by Tenant, City shall execute, acknowledge and deliver to Tenant and to any other Person reasonably requested by Tenant a statement certifying: (a) that this Lease and each other Project Document specified by Tenant is unmodified and in full force and effect ( or, if there have been modifications, that the same, as modified, is in fu11 force and effect and stating the modifications), (b) the date to which each obligation constituting Rent has been paid, (c) whether or not any other amounts due and owing by Tenant to City under this Lease or the other Project Documents specified by Tenant have been paid, (d) whether or not, to City's actual knowledge (without inquiry), Tenant is in default in performance of any covenant, agreement or condition contained in this Lease or the other Project Documents specified by Tenant and, if so, specifying each such default of which City has actual knowledge, and ( e) as to any other matter with respect to this Lease or the other Project Documents specified by Tenant as Tenant may reasonably request.

ARTICLE27

SURRENDER AT END OF TERM

27.1 Surrender at End of Term. Subject to the provisions of this Lease, on the Expiration Date (or earlier termination of the Term), Tenant shall surrender and deliver up to City the Premises in its then-existing condition (subject to Section 2.5.2), reasonable wear and tear excepted, and subject to Section 11.10 and/or any applicable Recognition Agreement, free and clear of all lettings, occupancies, liens and encumbrances, other than those, if any, (a) in the case of liens and encumbrances, existing as of the Commencement Date, (b) in the case of liens and encumbrances, created, or consented to, by City or (c) that by their express terms and conditions extend beyond the Expiration Date or earlier termination and to which City has 75 EXIDBIT G-2
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consented (which consent may be granted or withheld in City's sole and absolute discretion) may extend beyond the Expiration Date or earlier termination.

27.2 Delivery of Premises Agreements. On the Expiration Date (or on the earlier termination of the Term), Tenant shall deliver to City copies of each of the following in Tenant's possession: (a) all subleases in effect with respect to the Premises, and of any service and maintenance contracts then affecting the Premises, (b) maintenance records for the Premises, and other non-privileged books and records related to operation and maintenance of the Premises as reasonably requested by City (c) all licenses and permits then pertaining to the Premises (and, if assignable, shall assign same to City upon City's request), (d) permanent or temporary Certificates of Occupancy then in effect for each of the Buildings and (e) all warranties and guarantees then in effect which Tenant has received in connection with any work or services performed or equipment installed at the Premises or in the Improvements together, with duly executed assignments thereof to City, where applicable. Tenant shall cooperate with City to achieve an orderly transition of the Premises to City's control. City and Tenant shall, prior to the Expiration Date, (y) adjust for Impositions and all other appropriate expenses and income of the Premises, and (z) if a Memorandum of Lease has been recorded, execute a document in recordable form evidencing the termination of this Lease and all amendments thereto. 27 .3 Condition of Property at Surrender. Any personal property of Tenant or of any Subtenant or other occupant of the Premises that shall remain on the Premises for thirty (30) days after the Expiration Date or the earlier termination of the Term and after the removal of Tenant or such Subtenant or other occupant from the Premises, may, at the option of City, be deemed to have been abandoned by Tenant or such Subtenant or other occupant and either may be retained by City as its property or be disposed of, without accountability, in such manner as City may see fit. City shall not be responsible for any loss or damage occurring to any such property owned by Tenant or any Subtenant or other occupant of the Premises. Tenant shall reimburse City for all costs and expenses incurred by City in connection with disposing of such property.

27.4 Survival. The provisions of this Article 27 shall survive the expiration or any termination of this Lease.

ARTICLE28

DISPUTE RESOLUTION

28.I Dispute Resolution Procedures.

28.1. l Whenever a dispute arises between the Parties which dispute is an Arbitrable Claim, subject to Section 3 .4, the Parties shall attempt in good faith to resolve the dispute for a period of thirty (30) days after this Section 28.1.1 is invoked by either Party by notice to the other. If the dispute remains unresolved at the end of the thirty- (30-) day period, Tenant shall have the right to refer such dispute to City Manager. If such dispute remains unresolved for an additional period of twenty-one (21) days after any such referral to City Manager, despite good faith efforts by Tenant to resolve the same through discussions with City Manager, then the Parties shall have the right to seek a resolution of the dispute under Section 28.1.2. As to any Arbitrable Claim ( except with respect to the payment of money) to determine whether a matter would, with the passage of time, constitute an Event of Default, such passage of time shall not 76 EXHIBIT G-2
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commence to run until any such affirmative arbitrated determination. As to any Arbitrable Claim submitted to arbitration with respect to the payment of money, to determine whether a matter would, with the passage of time, constitute an Event of Default, such passage of time shall not commence to run in the event that the Party that is obligated to make the payment does in fact make the payment to the other Party. Such payment can be made "under protest", which shall occur when such payment is accompanied by a good faith notice stating the reasons that the ; Party has elected to make a payment under protest. Such protest will be deemed waived unless the subject matter identified in the protest is submitted to arbitration as . set forth in this Article 28. Nothing in this Section 28.1.1 shall require a Party to postpone instituting any injunctive proceeding or to pursue resolution under this Section 28.1.1 if it believes in good faith that such postponement will cause irreparable harm to such Party.

28.1.2 An "Arbitrable Claim" means any dispute under or relating to this Lease, subject to Section 3.4, where and only where this Lease shall expressly provide that a matter is an Arbitrable Claim, or where the Parties have expressly agreed in writing that the matter is an Arbitrable Claim (which agreement either Party may enter into or refuse to enter into in its sole and absolute discretion. In the event of such a dispute, and following compliance with Section

28.1.1, either Party may submit an Arbitrable Claim to binding arbitration by giving notice thereof to the other Party (the "Arbitration Notice"). The following provisions shall apply to any such arbitration:
(a) Arbitrators. The arbitrator ("Arbitrator") of Arbitrable Claims will be selected by mutual agreement of the parties from a list of pre-approved Arbitrators attached hereto as Exhibit M (the "Pre-Approved Arbitrators List"). The Arbitrator will hear all Arbitrable Claims unless the Arbitrator is not available to meet the time schedule set forth herein, in which case the Parties may agree to direct the dispute to another Arbitrator on the Pre-Approved Arbitrators List. If none of the Arbitrators listed is able or willing to serve, the parties shall mutually agree on the selection of an Arbitrator to serve for the purposes of this dispute. The Arbitrator appointed must meet the Arbitrators' Qualifications. The "Arbitrator's Qualifications" shall be defined as at least ten (10) years' experience in a real property professional capacity in the general subject area of potential Arbitrable Claims, such as a real estate economist, real estate developer, real estate leasing broker or construction manager or other construction professional in the County of Santa Clara. The Parties shall review the PreApproved Arbitrators List on an annual basis, determine each Arbitrator's continued availability and willingness to serve, and may at that time or from time to time, seek to add or subtract arbiters from the Pre-Approved Arbitrator List, by notice in writing to the other Party. Any such notice will be accompanied by supporting documentation of the new proposed Arbitrator's qualifications or with the reasons for seeking to remove an Arbitrator from the Pre-Approved Arbitrators List, as applicable. The other Party shall have fifteen (15) Business Days to respond in writing to such request, and failure to respond shall be deemed consent so long as the notice shall include a statement providing that the failure to respond in such fifteen (1 5) Business Day period shall be deemed consent. If the other 77 EXHIBITG-2
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Party objects, the Parties shall confer pursuant to Section 28.1.1 and thereafter such disputes (if still unresolved after · conferring) shall be referred to arbitration pursuant to Section 28.1.2. Notwithstanding the foregoing, if based upon the annual review or at any time during the Term, the Parties become aware that an Arbitrator has become unavailable to serve in any prospective Arbitration or has expressed an unwillingness to continue to serve, the Parties shall replace that Arbitrator with a new Arbitrator mutually agreed-upon by the Parties.
(b) Election to Participate in Arbitration. The Parties shall submit the Arbitrable Claim to arbitration by notifying the Arbitrator of the dispute within ten (10) Business Days after the giving of the Arbitration Notice. Thereafter, within ten (10) Business Days, each Party to the dispute shall submit to the Arbitrator and serve on the other Party to the arbitration a short statement of the dispute and a proposed discovery and hearing schedule.
(c) Preliminary Hearing. Within twenty (20) Business Days after the giving of the Arbitration Notice, the Arbitrator shall conduct, either telephonically or in-person, a preliminary hearing. At the preli1ninary hearing the Arbitrator shall decide discovery and briefing issues and set dates, including a hearing date. In resolving discovery issues, the Arbitrator shall consider expediency, cost effectiveness, fairness, and the needs of the Parties for adequate information with respect to the dispute.
( d) Retention of Consultants. The Parties by mutual agreement may retain consultants to assist the Arbitrator in the course of Arbitration, if requested by the Arbitrator. In his or her request, the Arbitrator shall provide to all Parties to the dispute an explanation for the need for the consultant, the consultant's identity, hourly rate, and the estimated costs of the service. All Parties to the dispute must approve the retention of the consultant and, if retention of the consultant is approved, the Parties will share the cost of the consultant equally. The consultant's cost shall not exceed ten thousand dollars ($10,000) (increased by ten percent (10%) at the end of each period of five (5) Lease Years) without the prior written consent of the Parties to the dispute.
(e) Commencement of Arbitration. The arbitration hearing shall commence no later than sixty (60) days after the initial preliminary hearing, unless the Parties to the dispute mutually agree to extend the date or the Arbitrator extends the date.
(f) Additional Procedural Requirements. The procedural rules of the arbitration under this Section 28.1.2 shall be supplemented by any non-conflicting arbitration procedures of other alternative dispute resolution providers as may be mutually agreed upon by the Parties from 78 EXHIBIT G-2
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time to time, applicable to commercial arbitration, and may be modified by agreement of the Parties.
(g) Decision of Arbitrator. The Arbitrator shall make a written decision, specifying the reasons for the decision, within twenty (20) calendar days after the hearing. Each Party will give due consideration to the Arbitrator's decision prior to pursuing further legal action, which decision to pursue further legal action shall be made in each Party's sole and absolute discretion.
(h) Time Period to Complete Arbitration. The arbitration shall be completed within eighty (80) calendar days of the preliminary hearing, unless the Parties to the dispute mutually agree to extend the date or the Arbitrator extends the date.
(i) lf either Party protests the determination of the Arbitrator, such Party may commence a lawsuit in the Superior Court for Santa Clara County, it being understood that the review of the Court shall be limited to the question of whether or not the Arbitrator's determination is arbitrary, capricious or without a rational basis. No evidence or information about the matter in dispute shall be introduced or relied upon in any such actions or proceedings that has not been submitted to the Arbitrator in accordance with Section 28.l.2(c).

G) No Ex Parte Communications. No Party or anyone acting on its behalf shall have any ex parte communication with the Arbitrator with regard to any matters in issue. Communications concerning procedural matters such as scheduling shall not be included in this prohibition.
(k) Submission. Unless otherwise directed by the Arbitrator or agreed by the Parties to a given dispute, the Parties involved in the dispute shall strive to make joint submissions to the Arbitrator. The Arbitrator shall determine the schedule for the Parties' submissions, the page and form limitations for the submissions, and the schedule and form of any hearing(s).
(l) Except as expressly set forth in Section 28.1.l, it is expressly understood and agreed that the pendency of a dispute hereunder shall at no time and in no respect constitute a basis for either Party not to comply with, or otherwise fully perform in accordance with, this Lease. 79 EXHIBIT G-2
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ARTICLE29

LIMITATION OF LIABILITY

29.1 Liability of City. Notwithstanding anything in this Lease to the contrary, the liability of City or of any other Person who has at any time acted as City hereunder for damages or otherwise shall be limited to City's interest in the Premises, including the rents and profits therefrom, the proceeds of any insurance policies covering or relating to the Premises, any awards payable in connection with any condemnation of the Premises or any part thereof, and any other rights, privileges, licenses, franchises, claims, causes of action or other interests, sums or receivables appurtenant to the Premises. Notwithstanding anything in this Lease to the contrary, neither City nor any such Person nor any of the members, managers, trustees, directors, officers, shareholders, owners, partners, employees, agents or servants of City or any such Person shall have any liability (personal or otherwise) hereunder beyond City's interest in the Premises, and no other property or assets of City or any such Person or any of the members, managers, trustees, directors, officers, shareholders, owners, partners, employees, agents or servants of any of them shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant's remedies hereunder.
29 .2 Liability of Tenant. The liability of Tenant, or of any Person ( other than a guarantor or provider of Adequate Security) who has at any time acted as Tenant hereunder, for damages or otherwise shall be limited to Tenant's interest in the Premises, including the rents and profits therefrom, the proceeds of any insurance policies covering or relating to the Premises, any awards payable in connection with any condemnation of the Premises or any part thereof, any funds held by a Depository pursuant to any of the provisions of this Lease, and any other rights, privileges, licenses, franchises, claims, causes of action or other interests, sums or receivables appurtenant to the Premises. Neither Tenant nor any such Person nor any of the members, managers, trustees, directors, officers, employees, agents or servants of any of them shall have any liability (personal or otherwise) hereunder beyond Tenant's interest in the Premises, and no other property or assets of Tenant or any such Person or any of the members, managers, trustees, directors, officers, employees, agents or servants of either shall be subject to levy, execution or other enforcement procedure for the satisfaction of City's remedies hereunder.

ART[CLE 30
FORCE MAJEURE; EXTENSION OF TIMES OF PERFORMANCE

30.1 Force Majeure. In addition to the specific provisions of this Lease, a Party shall not be deemed to be in default under this Lease, including all Exhibits, on account of any delay in such Party's perfonnance to the extent the delay results from Force Majeure (as defined below). "Force Majeure" means any delay suffered by a Party in performing an obligation or exercising a right or meeting a deadline to the extent such delay is caused by any of the following: war; acts of terrorism; insurrection; strikes or lock-outs not caused by, or outside the reasonable control of, the Party claiming an extension; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation not caused by, or outside the reasonable control of, the Party claiming an extension; governmental restrictions or priority; environmental conditions existing or discovered on or affecting the Premises or any portion thereof, including those resulting from 80 EXHIBITG-2
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the investigation or remediation of such conditions; litigation that enjoins construction or other work on the Premises or any portion thereof, causes a lender to refuse to fund a loan or to accelerate payment on a loan, or would cause a reasonably prudent developer either to forbear from commencing construction or other work on the Premises or portion thereof or to suspend construction or other work; disruptions in the public or private financing markets that delay or materially increase the cost of public or private financing for the Project; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor or supplier; moratorium, as defined in California Government Code Section 66452.6(f); litigation, ballot measures or referenda challenging City's or another regulatory body's approval of the Project (or any part thereof) or any of the Project Documents; the inability to obtain on a timely basis other approvals required for commencement and completion of the improvements contemplated for the Project (assuming that Tenant is using commercially reasonable efforts to obtain such approvals); actions or inquiries by a Governmental Authority that results in a delay; the occurrence of Landfill or other construction cost premiums that render development of the Premises or a portion thereof commercially uneconomic.

30.2 Period of Force Majeure. The period of Force Majeure shall commence to run from the time of the commencement of the cause and, subject to Section 30.3, shall run for the duration of the event of Force Majeure. The Party claiming Force Majeure shall provide notice to the other applicable Parties of such Force Majeure within a reasonable time following the commencement of the cause. If, however, notice by the Party claiming such extension is sent to the other Parties more than sixty (60) days after the commencement of the cause, the period shall commence to run only sixty (60) days before the giving of such notice, provided that the Party claiming the extension gives notice within a reasonable time following the commencement of the cause.

30.3 Limitations. Notwithstanding anything to the contrary in this Lease, in the case of Force Majeure due to litigation, in no event shall Force Majeure extend for a period greater than three (3) months after a final settlement or non-appealable judgment is issued or affirmed, except that in the case of litigation that invalidates or voids any existing or future Authorizations or would otherwise have a material adverse effect on the ability of Tenant to undertake the performance of the act that is subject to the Force Majeure delay, for example, commencement or completion of improvements, (including, without limitation, an adverse ruling under the California Environmental Quality Act), the period of Force Majeure shall extend for such additional time as may be required by the City to prepare additional or revised Authorizations and/or environmental documents and for the City to consider the revised Authorizations for re-approval in accordance with the terms of the applicable final settlement or unappealable decision.
-ARTICLE31

MISCELLANEOUS

31.1 Entire Agreement; Amendment. This Lease and the other Project Documents contain all of the promises, agreements, conditions, inducements and understandings between City and Tenant relative to the matters set forth herein and therein. The only way to amend or otherwise modify this Lease is for the Parties that are to be bound by such amendment or 81 EXIDBIT G-2
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modification to sign and deliver a written instrument that expresses the intent to amend or otherwise modify this Lease.

31.2 Waiver. Any waiver of any provision of this Lease by a Party must be in writing and signed by a Person having authority to do so on behalf of such Party. Any waiver shall be only for such period and subject to such conditions as shall be specified in the written instrument effecting the same. Any waiver shall be effective only in the specific instance and for the specific purpose for which given.

31.3 Captions and Table of Contents. The titles of the Articles and Sections and names of defined terms in this Lease are for convenience of reference only and are not intended to define, limit or describe the scope or intent of this Lease or otherwise affect the interpretation of this Lease. The Table of Contents is for the purpose of convenience of reference only and is not intended to be a part of this Lease or to be used in interpreting this Lease.

31.4 Extensions of Time.

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

31.4.2 In addition to matters set forth in Section 31.4.1, the Parties may in their sole discretion extend the time for performance by any of them of any term, covenant or condition of this Lease by a written instrument signed by authorized representatives of such Parties without the execution of a formal recorded amendment to this Lease, and any such written instrument shall have the same force and effect and impart the same notice to third parties as a formal recorded amendment to this Lease. For the purposes of this Section 31.4, City's authorized representative shall be the City Manager.

31.5 Interpretation. Wherever in this Lease the context requires, the use of a verb in any tense shall be construed as the use of the verb in all other tenses, references to the masculine shall be deemed to include the feminine and the neuter and vice-versa, and references to the singular shall be deemed to include the plural and vice versa. Unless otherwise specified, whenever in this Lease, including its Exhibits, reference is made to the Table of Contents, any Article, Section, Exhibit, Attachment or any defined term, the reference shall be deemed to refer to the Table of Contents, Article, Section, Exhibit, Attachment or defined term of this Lease.

Any reference to an Article or a Section includes all subsections and subparagraphs of that Article or Section. The use in this Lease of the words "including", "such as" or words of similar import when following any general term, statement or matter shall not be construed to limit such statement, term or matter to the specific statements, tenns or matters, whether or not language of non-limitation, such as "without limitation" or "but not limited to", or words of similar import, is used with reference thereto. The Recitals are a part of this Lease; however, in the event of a 82 EXHIBITG-2
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conflict between the Recitals and the remaining provisions of this Lease, the remaining provisions shall prevail.

31.6 More than One Person. If more than one Person is named as or becomes Tenant hereunder, City may require the signatures of each such Person on any notice given by Tenant hereunder except to the extent that any such Person shall designate to any other such Person the right to act as such Person's attorney-in-fact to act on its behalf, which designation shaII be effective until receipt by City of notice of its revocation. Nothing herein shall be construed as conferring on any such Person any rights or obligations to or against any other such Person.

Without limiting the other provisions of this Lease, each Person named as or that becomes Tenant shall be fully, and jointly and severally, liable for all of Tenant's obligations hereunder.

31.7 Time of Performance.

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

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

31.7.3 this Lease.

Time is of the essence in the performance of all the terms and conditions of

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

31.9 No Brokers. Each of the Parties warrants and represents to the other Party that neither it nor any of its Affiliates have dealt with any broker, finder or like entity or agent in connection with this Lease or the transactions contemplated hereby, or on account of introducing the Parties, the preparation or submission of brochures, the negotiation or execution of this Lease or the execution of the transactions contemplated hereby. If any Person claims to have acted or dealt with Tenant or City in connection with this Lease and claims that it is entitled to a fee of any kind, the Party through which· such Person is claiming such entitlement shall indemnify and hold harmless the other Party against any such claim and shall reimburse such other Party for any costs or expenses (including reasonable attorneys' fees and disbursements) incurred in defending itself against any such claim.

31.10 Governing Law. This Lease shall be governed by and construed in accordance with the internal laws of the State of California, without regard to principles of conflicts of law.

All references in this Lease to California or federal laws, regulations and statutes shall mean such laws, regulations and statutes as they may be amended from time to time, except to the extent a contrary intent is stated.
83 EXHIBIT G-2
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31.11 Successors and Assigns. The agreements, tenns, covenants and conditions herein shall be binding upon, and shall inure to the benefit of, the Parties and their respective permitted successors and assigns.

31.12 Relationship of the Parties. None of the provisions in this Lease shall be deemed to render any of the Parties a partner in any other Party's business, or a joint venturer or member in any joint enterprise with any other Party. No Party shall have the right to act as the agent of any other Party in any respect hereunder.

31.13 Constmction. This Lease shall be construed without regard to any presumption or other rule requiring construction against the Party causing this Lease to be drafted. In the event of any action, suit, arbitration, dispute or proceeding affecting the terms of this Lease, no weight shall be given to any deletions or striking out of any of the terms of this Lease contained in any draft of this Lease and no such deletion or strike out shall be entered into evidence in any such action, suit, arbitration, dispute or proceeding nor given any weight therein.

31.14 Incorporation of Exhibits. Each Exhibit listed in the List of Exhibits is a part of this Lease.

31.15 Fmther Assurances. Each Party shall execute and deliver such further documents, and perform such further acts, as may be reasonably necessary or desirable to achieve the Parties' intent in entering into this Lease.

31.16 Numbers.

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

31.16.2 Number of Days. References in this Lease to days shall be to calendar days, unless otherwise specified.

31.17 No Gift or Dedication. Except as otherwise specified in this Lease, this Lease shall not be deemed to be a gift or dedication of any portion of the Project to the general public, for the general public, or for any public use or purpose whatsoever. Tenant shall have the right to prevent or prohibit the use of any portion of the property leased by it, including common areas and buildings and improvements, by any Persons for any purpose inimical to the operation of a private, integrated mixed-use project as contemplated by this Lease.

31.18 Correction of Technical Errors. If by reason of inadvertence, and contrary to the intention of Tenant and City, errors are made in this Lease in the identification or characterization of any title exception, in a legal description or the reference to or within any Exhibit with respect to a legal description, in the boundaries of any parcel (provided such boundary adjustments are relatively minor and do not result in a material change), in any map or drawing that is an Exhibit, or in the typing of this Lease or any of its Exhibits, Tenant and City by mutual agreement may correct such error by memorandum executed by both of them and 84 EXHIBIT G-2
FORM OF GROUND LEASE (PHASES 2-7)
replacing the appropriate pages of this Lease, and no such memorandum or page replacement shall be deemed an amendment of this Lease.

31.19 Se;verability. If any term or provision of this Lease or the application thereof to any Person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to Persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law.

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

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

Notwithstanding the foregoing, it is specifically acknowledged by all Parties that this Section

31.22 shall not apply to any consent or approval given by a public entity in its land use or regulatory capacity. Such consents and approvals shall be governed by the standards of review generally accorded by the state courts of California.

31.22 Counterparts. This Lease may be executed in any number of counterparts, each of which, when so executed and delivered, shall be deemed an original, and all of which together shall constitute one and the same instrument. This Lease shall become effective when the Parties have duly executed and delivered signature pages to this Lease to each other. Delivery of this Lease may be effectuated by personal delivery, mail, overnight courier or electronic communication (including by PDF sent by electronic mail, facsimile or similar means of 85 EXHIBITG-2
FORM OF GROUND LEASE (PHASES 2-7)
electronic communication). Any signatures (including electronic signatures) delivered by electronic communication shall have the same legal effect as physically delivered original signatures, but the Party delivering signatures by electronic communication shall thereafter promptly deliver original signatures by personal delivery, mail or overnight courier.

31.23 Survival. Termination of this Lease shall not affect (i) the right of any Party to enforce any and all indemnifications set forth herein to the extent they relate to the period before termination and (ii) any provision of this Lease that, by its express term, is intended to survive the expiration or termination of this Lease.

31.24 Press Releases. Except as may be required by Applicable Law, no press release, publicity notice or announcement regarding or in any way directly or indirectly referring to any of the terms or provisions of this Lease or any other Project Document, or the transactions contemplated hereby or thereby, shall be made or caused to be made by Tenant or any Affiliate of Tenant without the prior consent of City, which consent may be granted or denied in City's sole and absolute discretion. Tenant shall furnish to City advance copies of any press release, publicity notice or announcement which it desires to make public with respect to this Lease and/or the transactions contemplated hereby. Notwithstanding the foregoing, City may, in response to inquiries from the press, confirm the fact that Tenant has entered into a ground lease of a portion of the Site; provided, however, whether or not in response to any such inquiry, Tenant shall not disclose or confirm any of the terms or provisions of this Lease or any other Project Document.

31.25 Recording of Memorandum. This Lease is not to be recorded. However, concurrently herewith the Parties have executed and acknowledged a memorandum of this Lease substantially in the form of Exhibit N, which is to be recorded by Tenant, at its expense, in the Official Records promptly following the execution and delivery of this Lease. In addition, the Parties will prepare and record an amended memorandum of this Lease in accordance with Section 2.2 hereof to reflect the final boundaries of the Airspace Parcel and the Landfill Parcel underlying the Airspace Parcel.

31.26 Nondiscrimination.

31.26.1 There shall be no discrimination against or segregation of any person or group of persons on any basis listed in subdivision (a) or (d) of section 12955 of the California Government Code, as those bases are defined in sections 12926, 12926.l, subdivision (m) and paragraph (1) of subdivision (p) of section 12955, and section 12955.2 of the California Government Code, or on the basis of age, race, color, creed, sex, sexual orientation, gender identity, marital or domestic partner status, disabilities (including AIDS or HIV status), religion, national origin or ancestry by Tenant or any occupant or user of the Premises in the sale, lease, rental, sublease, transfer, use, occupancy, tenure or enjoyment of the Premises, or any portion thereof. Neither Tenant itself (nor any person or entity claiming under or through it), nor any occupant or user of the Premises or any transferee, successor, assign or holder of any interest in the Premises or any person or entity claiming under or through such transferee, successor, assign or holder, shall establish or pennit any such practice or practices of discrimination or segregation in connection with the Premises, including with reference to the selection, location, number, use or occupancy of buyers, tenants, vendees or others. But such person shall not be in default of its 86 EXHIBITG-2
FORM OF GROUND LEASE (PHASES 2-7)
obligations under this Section 31.26 where there is a judicial action or arbitration involving a bona fide dispute over whether such person is engaged in discriminatory practices and such person promptly acts to satisfy any judgment or award against such person.

31.26.2 Any transferee, successor, assign, or holder of any interest in the Premises, or any occupant or user thereof, whether by contract, lease, rental, sublease, license, deed, deed of trust, Mortgage or otherwise, and whether or not any written instrument or oral agreement contains the above prohibitions against discrimination, shall be bound by, and shall not violate in whole or in part, directly or indirectly, the nondiscrimination requirements set forth above. The covenants in this Section 31.26 shall be covenants running with the land and they shall be:
(i) binding for the benefit and in favor of City, as beneficiary and the owner of any other land or of any interest in any land in the Project, as beneficiary, and their respective successors and assigns; and (ii) binding against Tenant, its successors and assigns to or of the Premises and any Improvements thereon or any portion thereof or any interest therein, and any party in possession or occupancy of the Premises or the Improvements thereon or any portion thereof.

31.27 Tax Benefits. To the extent permitted by law, notwithstanding City's interest in the Premises, Tenant shall have the right to all depreciation deductions, investment tax credits and other similar tax benefits attributable to any construction, demolition and Restoration performed by Tenant or attributable to the ownership of the Improvements. City, from time to time, shall execute and deliver such instruments as Tenant shall reasonably request in order to effect the provisions of this Section 31.27, and Tenant shall pay City's reasonable costs and expenses thereof. City makes no representations as to the availability of any such deductions, credits or tax benefits.

31.28 No Merger. Except as otherwise expressly provided in this Lease, there shall be no merger of this Lease or the leasehold estate created hereby with the fee estate in the Premises or any part thereof by reason of the same Person acquiring or holding, directly or indirectly, this Lease or the leasehold estate created hereby or any interest in this Lease or in such leasehold estate as well as the fee estate in the Premises or any part thereof.

31.29 Sales Tax. Tenant shall use commercially reasonable efforts to adopt sales tax reporting procedures allowable under Applicable Law that will provide City (in its capacity as a Governmental Authority) the greatest allocation of California sales tax revenues feasible, and shall use include a provision in all applicable contracts requiring its general construction contractors, vendors and Building occupants to adopt these procedures ( or such other commercially reasonable procedures allowable under Applicable Law), including by designating the Premises as the place of sale and place of use of materials, goods, and services to be used in connection with the construction and operation of the Premises. Tenant shall propose to City for its approval a process that will designate the Premises as the place of sale of fixtures furnished . and installed by Tenant for the Premises, and to do the same with respect to construction materials used in connection with the Improvements. Notwithstanding the foregoing, the failure of such general construction contractors, vendors and Building occupants to allocate sales tax revenues to the City shall not constitute a breach by Tenant under this Lease. Tenant shall bear all costs associated with its obligations under this Section 31.29. 87 EXHIBIT G-2
FORM OF GROUND LEASE (PHASES 2-7)

31.30 Acceptance of Rent. The acceptance by City of any Rent or other payments due hereunder with knowledge of the breach of any of the terms, covenants or provisions of this Lease by Tenant shall not be construed as a waiver of any such breach. The acceptance at any time or times by City of any sum less than that which is required to be paid by Tenant shall, unless City specifically agrees otherwise in writing, be deemed to have been received only on account of the obligation for which it is paid, and shall not be deemed an accord and satisfaction notwithstanding any provisions to the contrary written on any check or contained in any writing transmitting the same. Failure by City to insist upon the strict pe1f01mance by Tenant of any of the provisions of this Lease or to exercise any right, remedy or election herein contained or permitted by law shall not constitute or be construed as a waiver or relinquishment for the future of such provision, right, remedy or election, but the same shall continue and remain in full force and effect. The waiver by City of any breach of this Lease shall not be deemed a waiver of any future breach.

31.31 Independent Covenants. Each covenant, agreement, obligation or other provision of this Lease on Tenant's prut to be performed, shall be deemed and construed as a separate and independent covenant of Tenant, not dependent on any other provision of this Lease.

31.32 Attorney's Fees. Should any Party institute any action or proceeding in court or other dispute resolution mechanism permitted or required under this Lease, the prevailing party shall be entitled to receive from the losing party the prevailing party's reasonable costs and expenses incurred including expert witness fees, document copying expenses, exhibit preparation costs, carrier expenses and postage and communication expenses, and such amount as may be awarded to be reasonable attorneys' fees and costs for the services rendered the prevailing party in such action or proceeding. Attorneys' fees under this Section 31.32 shall include attorneys' fees on any appeal. For purposes of this Lease, reasonable fees of any in-house counsel shall be based on the average fees regularly charged by private attorneys with an equivalent number of years of professional experience in the subject matter area of the law for which the in-house counsel's services were rendered who practice in the City in law firms with approximately the same number of attorneys as employed by the City.

31.3 3 Governmental Authority. City is entering into this Lease in its capacity as the fee owner of the Premises and not as a Governmental Authority. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
101900/89.26
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IN WITNESS WHEREOF, Tenant and City have executed this Lease as of the Commencement Date.

CITY:

CITY OF SANTA CLARA, a municipal
corporation
By:

Name:

Title: City Manager
Approved as to form:

By:

Name:

Title: City Attorney
Approved on ____ , 20 _
TENANT:
89 EXHIBITG-2
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ATTACHMENT!
Public Financing and Special Tax Matters
[ADD IF APPLICABLE]
This Attachment will include relevant leasehold provisions necessary to implement public financing vehicles such as Mello-Roos Community Facilities Districts ("CFD's") to the extent approved by City and Master Developer under the DDA. Matters to be included in this Attachment 1 will include Tenant's acknowledgement of the formation of the Mello-Roos District, designation oflmprovement Areas, the authorization to levy Special Taxes, the authorization to issue Bonds, the conditions for the issuance of Bonds, the special tax rates in the Rate and Method for each Improvement Area, the Applicable Rate and Method, the use of the proceeds of the Bonds and the Special Taxes for CFD Improvements and Services, the ability to securitize the issuance of Bonds in another Improvement Area by the Applicable Special Taxes, the boundaries of the Mello-Roos District and the Improvement Areas, and other matters related to the Mello-Roos District.

In addition, the Tenant will covenant: to cooperate in the execution of such documents ( and to obtain such documents from any Mortgagee) as may be reasonably required for the formation and implementation of the CFD; not to contest, protest or otherwise challenge actions taken by City and Master Developer necessary to authorize and implement the CFD; provide such representations and warranties as are reasonably required to implement the CFD; and to take all such further actions as are reasonably required to implement the CFD, including, without limitation, formation of the CFD, payment of special taxes and issuance of bonds by the City thereunder.

The provisions of this Attachment 1 shall be consistent with the terms and conditions of a CFD as approved by the City Council and Master Developer and shall be in such form as is reasonably approved by the City Manager in consultation with the City Attorney without further approval of the form of Ground Lease by the City Council.
90 EXHIBIT G-2
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EXIDBIT A-1
Legal Description of the Landfill Parcel
[To be attached upon Ground Lease execution J
EXHIBITG-2
FORM OF GROUND LEASE (PHASES 2-7)
EXHIBIT A-2
Legal Description of the Phase [ ] Airspace Parcel
[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. Terms 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 I 0% 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 transferredj (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.
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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 perfonned 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.
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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, in 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 purporting to reduce a guarantor's obligations in proportion to the principal obligation; and (v) to the fullest extent pennitted 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 l 1 l l(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

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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 nonperformance 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 liability of Guarantor under the terms of this Guaranty.

6. Representations and Warranties. Guarantor hereby represents and warrants as follows:
6 .1 Validity of Guaranty.
(i) The execution, delivery and performance 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

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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. Tue 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 shall be in writing, and sball 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, deman~, 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:
102136617_5 5
Ifto City:

If to Transferee:

If to Tenant:
102136617_5

EXHIBITB

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 further 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 Requirment, 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 102136617_5 7

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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. Guarantbr 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 court 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 banlauptcy 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.
1 7. 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. This Guaranty shall be governed by, and construed in accordance with, the internal laws of the State of California, without regard to principles of conflicts of law.

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.

I 02136617 _5 9

EXHIBITB

FORM OF GUARANTY

17.6 Fmther 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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EXHIBITB

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

GUARANTOR:
a ~-------
By:

Name:

Title:
102136617_5 11
EXIDBIT G-2
FORM OF GROUND LEASE (PHASES 2-7)

EXHIBITC
Permitted Exceptions
[To be attached upon Ground Lease execution]
EXHIBITG-2
FORM OF GROUND LEASE (PHASES 2-7)

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 1.11 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 for 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
1 IAND-lJSEt·. I .... , ... : ; 'I
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.

I AESTHETICS ,": 1 i ' '. ,, ::• .I I '' 1 I • ' '!
!:· '. '( '
, •• \ r' • ·;, ;t
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 insta1lation, the Landscaping Plan shall be submitted to the Planning Director for approval.

AES-2.1: Installation ofLow-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
,!,1'',::-:!i
r f, , l!
Project
Developer/
Project
Contractor
Project
Developer/
Project
Contractor
Project
Developer
Monitoring
Party
Director of
Planning and
Inspection
i:t·· I 1;1:;1:., ', ilt .. ,:,
City Planning
& Inspection
Division
City Director
of Planning &
Inspection
City Planning
& Inspection
Division
Timing 1
During the next
General Plan
Update cycle
11, 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 Sant a Clara Project
Draft Environmental Impact Report 1 June 2016
ICF 00333.14
City of 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 of low-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.

T:RANSPORTATIO.l'.'J •;· ;, ,,, · , ' I'
TRA-1.1: Vehicle Trip Reduction with Transportation Demand Management (TOM). 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 ofreducing Project officeCity 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
Proj ect
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 TDM Plan shall also include and implement TDM Best· Management Practices (BMPs) for the retail uses. The TDM 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 TDM 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 TDM 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 TDM 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 TDM BMPs for retail portions of the Project, as described below.

B. Transportation Management Association Some TDM 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
Development Area Plan,
submit a TDM Plan
reviewed by the third
party. Submit an annual
report documenting
compliance with the
TDM Plan.

Implementing
Party
Mitigation, Monit oring, and Reporting Program
Monitoring
Party
Inspection
Timing 1
first building
under each
DAPforTDM
Plan (or
expansion of
TDMPlan)
associated with
development
under the DAP;
obtain approval
prior to
certificate of
occupancy;
undertakes
annual
reporting,
surveys and
revisions to
TDM 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 TDM measures to be implemented for the Project, including coordinating activities of the various employers and tenants. The TDM 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 TDM 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. TDM measures that target office employees shall be described in detail in the TDM Plan, including information regarding the direct implementing party (e.g., Project Developer, TMA, City, and tenants and employers.), The following TD M measures shall be considered for inclusion in the TDM Plan for some or all portions of the office 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:
• 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 fitness 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 VT A Eco Pass) 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 Jive 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 suppJy3
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 VTA 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 TOM 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. MonitoriT1!} 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 lmplementin_g
Party
Mitigation, Monitoring, and Reporting Program
Monitoring
Party Timing 1
June 2016
ICF 00333.14
City 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 t o 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 ofTDM 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
Clty 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 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.

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 Qty 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
Oty 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 of added traffic at the intersection.
• Where there is no feasible mitigation measure, no fair share is identified (0 percent).

City Place Santa aara Project
Draft Environmental Impact Report
Action
9 Implementing
Party
Mitigation, Monitoring, and Reporting Program
Monitoring
Party Timingl
June 2016
ICF 0 0333.14
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 Multimodal Improvement Plan. The Project Developer shall fund the preparation of (including CEQA review for) a Multimodal Improvement 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 of Liberty 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.

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
VTA, 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 VTA 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 2016
ICF 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 H2, H3, H4, HS, H6, H7, and HlS) and Countywide Freeway Traffic Operation System and Ramp Metering Improvements (VTP 2040 project number S83).

These VTP 2040 projects (H2, 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 wil1 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 to construction. This review shall include an on-site intersection analysis prior to development plan approval. The on-site analysis shall include an intersection operations analysis to develop intersection traffic controls and lane geometries that City Place Santa Oara Project
Draft Environmental Impact Re port 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
Party
Department of
Public Works
Department of
Public Works
Department of
Public Works
Timing1
Prior to
issuance of
certificate of
occupancy for a
new or
expanded
structure.

In accordance
with Exhibit
MMRP-1
Concurrent
with
Development
Area Plan
submittal for
June 2016
!CF 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 allowing 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.

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.

Implement the
intersection
improvements for
Phases 1, 2, and 3, as
summarized in Table

3.3-36 of the Draft EIR
Implementing
Party
Project
Developer
Project
Developer
Mitigation, Monit oring, 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
known at 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 I 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 3.3-50 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
In 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.) lfthe 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 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.
• 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 will be required to park either in the construction zone or in the temporary parking lots.

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 lane 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, Monito ring, and 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
DAP area
June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
• Limited vehicle queuing extending from parking facilities within the Project onto 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 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 that will be included in the TOM Plan.
';,i :\:• i,~\~~•u~-•• ' 'l
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 2 017 and 202 2 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 Tier4 engines, except for specialized construction equipment for which an EPA Tier 4 engine is not available. This 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 Santa Clara
Mitigation and Avoidance Measures
the Project site comply with EPA 2007 on-road emissions standards for PMl0 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, at a minimwn, 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.
■ Air exposed surfaces shall be watered at a frequency adequate to maintain minimwn 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 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 afte·r 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
modem fleet for on-road
material delivery and
that haul trucks comply
with EPA 2007 on-road
emissions standards for
PMl0 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
!CF 00333.14
City of Santa Clara
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 BAAQMD to offset NOx emissions that exceed BAAQMD 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. BAAQMD will use the mitigation fees provided by the Project Developer to implement emissions reduction efforts that offset Project NOx emissions that exceed BAAQMD 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 BAAQMD 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 BAAQMD 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 BAAQMD shall examine the emissions estimate to ensure it is calculated properly.
• After acceptance of the emissions estimates by BAAQMD for the prior year, the Project Developer shall submit mitigation fees to BAAQMD 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 BAAQMD (see discussion below) but shall not exceed the emissions-reduction project costeffectiveness limit set for the Carl Moyer Memorial Air Quality Standards City Place Sant a Clara Project
Draft Enviro nmental Impact Re port 18
Action
City construction
mitigation contracts
with BAAQMD. 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 Clara
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 Identification 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 e_missions estimates submitted by the Project Developer. o Vetification 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. If the 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 Project
Draft Environmental 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
Prtorto
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 serving 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.

Action
HRA is prepared or if
revised HRA shows that
cancer risks would not
be below regulatory
thresholds.
,·: .... \·,--.!_~·r:,: .. ,,. ,.,>i· •, , • ,' l )•
GHG-1.1: 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).

City Place Santa Clara Project
Draft Environmental Impact Report 20
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 r enewable energy electricity corresponding to SO percent6 of on-sit e electricity demand by 2030 through a combination of on-site solar, purchase of r enewable 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 documentwi.thout the implementation of this particular measure of its full implementation, then this measure (or its full implementation) may be 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:Annualreporting
unless Project Developer
demonstrates at building
permit issuance that
goal will be met.
#10,13:Groundleases
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
wi.11 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 r equires the City's utility (SVP) to replace coal power within its portfolio with natural gas by 2020 and includes a stretch goal to r eplace 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 2020 ( 42%). As discussed in text, the Project has less than significant impact in comparison t o 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 Santa 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, SO 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 S 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, SO 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 15 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: Where 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 CARB 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, Monitoring, 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.

I\'~~~
NOI-1.1: Prepare and Implement a Construction Noise Control Plan to Reduce Construction Noise at Adjacent Land Uses. The Project Developer sha11 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 sha11 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 sha11 transmit all construction noise-related complaints to the construction contractor, and the construction contractor sha11 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
Prior to
issuance of the
first building
permit within
each
Development
Area Plan area
June 2016
I CF 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 of Lafayette 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 of Tasman 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 del 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 de! 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 r eview,
determination of
feasibility and approval.

Implementing
Party
Project
Developer
Mitigation, 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 proposed 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 Cla ra Project
Draft Environmental Impa ct Re po rt 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 incorporat e 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
Timing1
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 of noise-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 details for vents,
o Acoustical caulking at all exterior faqade 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.
! ~UI.TQ'RA.J..RESOURCES ·
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-5, which is recorded as partially in the Project site, to ensure adequate investigations in this area.

If the XPI investigatious 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 coustruction, 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
Oraft Environmental Impact Report 26
Action
Project Developer to
submitXPI
Archaeological
lnvestigation(s) to City.

City to approve monitor,
ensure monitor is in
place, and approve
monitoring protocol,
which shall include
requirements of CR-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
Prior to
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 requirements. 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, shali 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. 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.

CR-2.1: Paleontological Resource Mitigation Plan. Prior to any deep excavations below an elevation of-30 feet (North American Vertical Datum of 1988 [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 (NAVO 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 -30 feet (NA VD 88) on areas not underlain City Place Santa aara 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, Monitoring, 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 5
and areas of
Parcel 4 not
underlain by
landfill.

Prior to
issuance of
grading
June 2016
!CF 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 remains 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.

City 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 4 not
underlain by
landfill
After a
significant
paleontological
resource is
identified
during
construction
Prior to
issuance of
grading and
building
permits
June 2016 !CF 00333.14
City of Santa Clara Mitigation, Monito ring, 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 and 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, 50 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 anytime ofyear.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
Priorto the
issuance of
grading and
building
permits for
construction
contracts; prior
to
commence men
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 (OAP) 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 of reflective glass.
• Avoid transparent glass skyways, walkways, or entryways, free-standing glass walls, and minimize transparent building corners, or utilize glazing treatments to mitigate the hazard.
• Minimize funneling of open space toward a building fa~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 Place Santa Clara Project
Draft Environmental Impact Report 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
Timing 1
Approval of
each
Development
Area Plan
June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
BI0-2.1: 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.

B10-3.1: 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 penneable 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
I Draft Environmental Impact Report
31 Implementing
Party
Project
Developer /City
Project
Developer
Project
Developer/
Qualified
Biologist
Mitigation, Monito ring, and Reporti ng 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 BJ0-

2.2 Priortothe
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 DF\'V. 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 DFvV protocols and permits. Relocation sites shall be subject to DFW approval.

BI0-4.1: 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 (Tune 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 5 0 feet of the aquatic habitat associated with the retention pond and drainage swale, San Tomas Aquino Creek, and 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 50 feet
ofaquatic
habitats
Prior to
issuance of
grading and
building
permits
Prior to
issuance of
grading and
building
permits for
construction
activities
within 50 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.

BI0-5.2: 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 confonnance 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;
• Perfonnance (success) standards or criteria to be met in order to determine that the mitigation has successfully replaced the impacted wetlands/waters in tenns 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
provide 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 ofBI0-5.2
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 pennits
and prepare
MMPpriorto
issuance of
grading or
building
permits for
construction
activities that
will impact
jurisdictional
wetlands.

Monitor plan
for a minimum
of 5 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 protection 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 /N CCP 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 Clara 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
!CF 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 ofliquefaction 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, Monit oring, and Reporting Program
Monitoring
Party
City Planning
and Inspection
Division
City Planning
andlnspection
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 Geotechnical 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
ICF 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 ofless 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 As,surance (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 ofCQA.

Project Developer to
provide final Project
design plans meeting
Implementing
Party
Project
Developer
Project
Developer/ City
Mitigation, Monitoring, and Repo rting 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
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 GEO-1.1).

For the portion of the Project overlying the Landfill, the Post-Closure Land Use Plan shall demonstrate that Project design will be protective of public health and safety and the environment, as required by 2 7 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 GEO-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 GEO-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, Monitoring, 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 of GEO-2.4 for
review and approval by
City. City and Developer
to submit such Project
design plans to
regulatory agencies per
GEO-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
GEO-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
GEO02.6 for areas
underlain by landfill,
within 30 days or
inspections.

Implementing
Party
Project
Developer/ City
Mitigation, 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
ofeach
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 2 7 CCR 21990 ( d) and pilings installed in or through the bottom liner of the landfill liner pursuant to 27 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.
, '1£YiP)"{9.LOa~l!AND, ~1\':J;~iQUJ~i.fif, '1/,., , .,,, • •·11 " · • " , , 1- , ,,1 ,,. ,.,1 i!. ,.,. ; .. , 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 stormwater treatment 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 storm water 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-2.5
Prior to
issuance of
building
permits
June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
pollutants from storm water 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 storm water 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 stonnwater 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 storm water 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 Clara Mitigation, Monitoring, and 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 stormwater management measures will need to accommodate will be determined during the design process for the stormwatermanagementmeasures 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 stormwater 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 ofrunoff 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 modeling shall consider the potential runoff volumes and rates coming from the top of the landfill. The resulting 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. In 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 fhome/showdocument?id:c.:14345. Accessed: 12/29 /15.

City Place Santa Clara Project
Draft Environmental Impact Report 41
Timing 1
Prior to the
issuance of the
building permit
for the
development
that triggers
the need for the
June 2015
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 creek.12 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, Ca!Recycle, Regional Water Board, and Action
submit to City evidence
ofapproval from
SCVWD.

City and Project
Developer to execute an
agreement to reimburse
City for the oue-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
Mitigation, Monitoring, and Reporting Program
Implementing
Party
Project
Developer
Monitoring
Party
Department of
Public Works
<,~ 1T· i_ ._r\·
Project
Developer
,.

Department of
Public Works
Timing 1
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 2 006. 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 ColJaborative. 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 permits by the SCVWD.

City Place Santa Clara Project
Draft Environmental Impact Report 42 June 2016
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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 (IiASP) 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 the regulatory requirements described in 2 7 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 to
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.

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Draft Environmental Impact Report 43 June 2016
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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 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 ODA.

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,
and 4)
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,
and 4)
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.

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Mitigation and Avoidance Measures
pilot testing and pneumatic modeling), vacuum distribution control, oxygen management (for subsurface fire prevention), ease of maintenance, well location, effect oflandfill settlement, mitigation of vapor intrusion risk, and the proposed I
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: Landfill 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 collection or passive ventilation mechanisms and shall meet the minimum design requirements described in 27 CCR 21190. The landfill gas protection systems shall be designed, operated, and maintained to control excessive gas concentrations as specified in 27 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 oflandfill 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
ter Owner
Association
Project
Developer/
Master Owners
Association /
City
Mitigation, Monitoring, and Reporting Program
Monitoring
Party
Department of
Public Works
Department of
Public Works
Timingl
Priorto
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 tie responsible for implementation.

City Place Santa Clara Project
Draft Environmental Impact Report 45 June 2016
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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 meetthe applicable compliance requirements and (2) the landfill gas monitoring and control system is ope.rating 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 S 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 full coverage of the system based on system design and access constraints, within the venting layer to monitor for the presence of, and removal of, 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 CalRecycle
for their approval, as
required by relevant
regulations and
approved plans. City
and Project Developer/
Master Owners
Association t o
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 DOA.

Implementing
Party
M itigation, Monitoring, and Reporting Program
Monitoring
Party Timing 1
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ICF 00333.14
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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: Phase 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 Cla ra Project
Draft Environmental Impact Report
47 Action
Project Deve.loper 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, Monitoring, 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
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 5 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 sub grade or slab;
(3) a geotextile filter shall be utilized to prevent the introduction of fines into the permeable layer;
(4) perforated venting pipes shall be installed within the permeable layer, and shall be designed to operate without clogging;
(SJ 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 Santa Oa ra Project
Draft Environmental Impact Report 48
Action
tennis courts.

City to review and
approve detailed
construction plans
including these
measures for Parcel 5
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 Reporting 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
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ICF 00333.14
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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 (Sub chapter 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.
• IfLR-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 p otential 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 Preveution, 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 DDA.

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.

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Draft Environmental Impact Re port 49 June 2016
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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, CalRecycle, 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, Ca!Recycle, 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 of landfill 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 temperature 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, Monit oring, and Reporting Program
Monitoring
.Party
Department of
Public Works
Timing 1
construction
permits for
Parcels 1, 2, 3,
and 4.

Implementatio
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.

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Draft Environmental Impact Report 50 June 2016
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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 27 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 condition
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
Northside 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.
• Req1:1ire traffic controls in the vicinity of the intersection, including flagpersons with bright orange or r ed 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.

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 of2 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 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. • 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, Monitoring, 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
ICF 00333.14
City 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 (PM10) 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). r cutTURAL RESouRcES I · : : h, . i 11 I ', ·1, I, ·•ti•• ; \ 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
necessary, Lead Agency
to prepare and execute
cultural resource
treatment plan.

Archaeological monitor
(retained by the Project
Developer), as
necessary, and in
consultation with the
Mitigation, Monitoring, and Reporting Program
Secondary Impacts for Intersection Improvements
Implementing
Party
Project
Developer/
Project
Contractor
City Planning &
Inspection
Division
Project
Developer/
Qualified
Archaeologist
Monitoring
Party
City Planning
& Inspection
Division
•' i
1:-t:• 1·•·~!/ ;·
'.

City Planning
& Inspection
Division
City Planning
& Inspection
Division
Timing
Prior to
issuance of
grading and
building
permits
~ .rj;
I,,;,:

Prior t o
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 15064.5( e) of the State CEQA Guidelines.
l[flll9f~~l.ii,~·::·
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), 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.

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

Project Developer to
submit to City applicable
provisions o,f
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 Impacts 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.

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-specifu: 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 prntective
measures for review and
approval.

Mitigation, Monitoring, and Reporting Program
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 Action
GEOL~GY AND SOiis • ·i'r, : ; ·.:;, i . ~.'/', ;~·, .. -.. ·~.~::· ::,>1/ ' ' ·. r'. :'. : ,1:.\1 1'1:;.:. -... ;::1 .::·--F·:,~ ;~;, ::::·1 , , , ,lj , , , • ... ;.·.!·\·:· ·,r'.-.

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. !frisks 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 storm water 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 iutersection improvements. The Project Developer shall be required to implement the report's recommendations.

City Place Santa Clara Project
Draft Environmental Impact Report S8
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 itigat ion, Monitoring, 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
JunP. 2016
ICF 00333.14

City Council and Authorities ConcurrentDecember 8, 2022

City Council and Authorities Concurrent
December 8, 2022