MITIGATION MONITORING & REPORTING PROGRAM
City Place Santa Clara Project - Secondary Impacts for Soundwalls Planning/CEQA File# PLN2014-10554/CEQ2014-01180
State Clearinghouse# 2014072078
Mitigation and Avoidance Measures
j 1 l· ! , l:l .. :, :; ::
SW-TRA-1: Prepare and Implement a Construction Traffic Control Plan. Prior to issuance of grading permits, the construction contractor will develop the traffic control plan in accordance with the City's policies and submit for approval. The plan will be implemented throughout the course of construction and may include, but will not be limited to, the following elements:
• Limit truck access to the soundwall site during peak commute times (7:00 a.m. to 9:00 a.m. and 4:00 p.m. to 6:00 p.m.).
• Require that written notification be provided to contractors regarding appropriate routes to and from the soundwall and the weight and speed limits on local roads that would be used to access the sound wall site.
• Provide access for emergency vehicles at all times.
• Provide adequate parking for construction workers, site visito.rs, and inspectors as feasible.
• Maintain bicycle and pedestrian access and circulation duriug Project construction where safe to do so. If construction encroaches on a bike lane, warning signs will be posted that indicate that bicycles and vehicles are sharing the roadway. If construction encroaches on a sidewalk, a safe detour will be provided for pedestrians at the nearest crosswalk
• Require traffic controls in the vicinity of the soundwall, including flagpersons with bright orange or red vests and using a "Stop/Slow" paddle to control oncoming traffic.
• Post standard construction warning signs in advance of the construction area and at any soundwall that provides access to the construction area. • Repair or restore the road right-of-way to its original condition or better upon completion of the work
SW-AQ-1: Implement Measures to Reduce Construction-Related Dust Emissions.
The Project Developer shall require all construction contractors to implement the specific construction mitigation measures below to reduce fugitive dust. Emission reduction measures shall include, at a minimum, the measures below. Alternative City Place Santa Clara Project
Draft Environmental Impact Report 60
Action
Project Developer to
prepare and submit a
Construction Traffic
Control Plan for the
purpose of managing
traffic and reducing
traffic congestion during
construction. City to
review and approve
Plan.
Project Developer to City
applicable provisions of
construction contracts
specifying construction
Implementing
Party
Project
Developer/
Project
Contractor
Project
Developer/
Project
Contractor -
Monitoring
Party
Department of
Public Works
-~;,1. · ,'._ '. ,'::;·:; i:
City Planning
& Inspection
Division
Timing
Prior to
grading and
building
permit
issuance.
Prior to
issuance of
grading and
building
•,rl,·
June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
measures may be identified by the Project Developer or its contractor, as appropriate, provided that they are as effective as the measures below. Alternative measures shall be submitted to the City for approval.
• All exposed surfaces shall be watered at a frequency adequate to maintain minimum soil moisture of 12 percent Moisture content can be verified by lab samples or moisture probe. If water infiltration into landfill refuse layers is a concern, non-toxic soil stabilizers may be used instead. • All excavation, grading, and/or demolition activities shall be suspended when average wind speeds exceed 20 mph for a period of 2 hours or more. • Windbreaks ( e.g., fences) shall be installed on the windward side( s) of actively disturbed areas of construction. Windbreaks shall have at maximum 50 percent air porosity.
• Exposed ground areas that are to be reworked more than 1 month after initial grading should be sown with fast-genninating 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 of25 feet from the paved road shall be treated with a 6- to 12-inch compacted layer of wood chips, mulch, or gravel. Alternatively, a rumble plate may be used in place of chips, mulch, or gravel.
• Sandbags or other erosion control measures shall be installed to prevent silt runoff to public roadways from sites with a slope greater than 1 percent SW-AQ-2: Implement Measures to Reduce Construction-Related Exhaust Emissions. The Project Developer shall require all construction contractors to implement the specific construction mitigation measures below to reduce equipment exhaust emissions. Emission reduction measures shall include, at a minimum, the measures below. Alternative measures may be identified by the Project Developer or its contractor, as appropriate, provided that they are as effective as the measures below. Alternative measures shall be submitted to the City for approval. • Idling time of diesel powered construction equipment shall be limited to 2 minutes. • The Project Developer shall ensure that all off-road diesel-powered equipment used during construction between 2017 and 2022 is equipped with U.S.
Environmental Protection Agency (EPA) Tier 3 or cleaner engines, except for specialized construction equipment for which an EPA Tier 3 engine is not available.
Consistent with advancements of the statewide fleet average, the Project Developer City Place Santa Clara Project
Draft Environmental Impact Report 61
Action
mitigation measures to
reduce constructionrelated dust emissions.
Project Developer to
provide to City applicant
provisions of
construction contracts
specifying construction
mitigation measures to
reduce constructionrelate exhaust emissions.
Mit igation, Monitoring, and Reporting Program
Secondary Impacts for Soundwalls
Implementing
Party
Project
Developer/
Project
Contractor
Monitoring
Party
City Planning
& Inspection
Division
Timing
permits
Prior to
issuance of
grading and
building
permits
June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
shall ensure that all off-road diesel-powered equipment used during construction between 2023 and 2030 is equipped with EPA Tier 4 engines. This requirement will ensure that construction equipment remains cleaner than the fleet-wide average. • The Project Developer shall 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 (PMl 0) and nitrogen oxides (NOx) (0.01 grams per brake horsepower-hour [g/bhp-hr] 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 emission reductions ofNOx and particulate matter (PM) if more stringent than the requirements above.
SW-CR-1: Conduct Cultural Resource Investigations and Protect and Recover Significant Resources. The improvement Lead Agency shall conduct a cultural resource investigation of the areas of ground disturbance associated with the soundwall that includes a background records search (including a search ofrecords from Sonoma State and historical societies, contact with Native American representatives identified by the Native American Heritage Commission [NAHC), and site pedestrian surveys) for the areas of ground disturbance from each roadway improvement. If significant known or suspected sites are discovered within the Project footprint and would be disturbed by the Project, then a cultural resource treatment plan shall be prepared, defining Project monitoring and resource recovery and curation requirements concerning any encountered cultural resources.
SW-CR-2: Stop Work if Cultural Resources Are Encountered during GroundDisturbing Activities. In the event that cultural resources are encountered during ground-disturbing activities, all work within proximity of the find shall temporarily halt so that the archaeological monitor can examine the find and document its provenience and nature (e.g., withdrawings, photographs, written descriptions). The archaeological monitor shall 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 City Place Santa Clara Proje ct
Draft Environmental Impact Report 62
Action
o ,'!" ' I
City to conduct a cultural
resource investigation
that includes a
background records
search during ground
disturbance. If
necessary, City to
prepare and execute
cultural resource
treatment plan.
Archaeological monitor
(retained by the Project
Developer), as
necessary, and in
consultation with the
City, develop a
Treatment Plan.
Mitigation, Monitoring, and Reporting Program
Secondary Impacts for Sound walls
Implementing
Party
City Planning &
Inspection
Division
Project
Developer/
Qualified
Archaeologist
Monitoring
Party
' :J .:'
City Planning
& Inspection
Division
City Planning
& Inspection
Division
Timing
I,.;;. I
Priorto
issuance of
grading and
building
permits
During
construction
if cultural
resources are
encountered
June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
to address specific research questions. !fit occurs, data recovery shall emphasize the understanding of the archaeological deposit's structure, including features and stratification, horizontal and vertical extent, and content, including the nature and quantity of artifacts.
SW-CR-3: Stop Work if Human Remains Are Encountered during GroundDisturbing Activities. If human remains are discovered (in either an archaeological or construction context), all work within proximity of the remains shall stop so that the archaeological monitor can examine the remains. The County Coroner shall be notified to make a determination as to whether the remains are of Native American origin. If the remains are determined to be Native American, the coroner shall notify the NAHC immediately. The NAHC shall notify those persons it believes are most likely descended from the deceased Native American. Once the NAHC identifies the most likely descendants, the descendants will make recommendations regarding proper burial, which will be implemented in accordance with Section 1S064.S(e) of the State CEQA Guidelines.
SW-B10-1: Replace Removed Trees on a 2:1 Basis. The Project Developer shall . replace all trees removed as part of sound wall construction at a minimum of 2: 1, or more, as required by the local tree ordinance.
SW-BI0-2: Preconstruction Surveys. The Project Developer and its contractors shall avoid conducting vegetation removal during the migratory bird nesting season (February 1-August 31) if feasible. If construction activities must commence during the migratory bird nesting season, the Project Developer shall retain a qualified wildlife biologist to conduct a survey for nests of migratory birds. Surveys for nesting migratory birds shall occur within 3 days prior to the commencement of ground disturbance and vegetation removal.
If an active nest is discovered, a no-disturbance buffer zone around the nest tree or shrub ( or, for ground-nesting species, the nest itself) shall be established. The nodisturbance zone shall be marked with flagging or fencing that is easily identified by the construction crew and shall not affect the nesting bird or attract predators to the nest location. In general, the minimum buffer zone widths shall be as follows: SO feet (radius) for non-raptor ground-nesting species, SO feet (radius) for non-raptor shruband tree-nesting species, and 300 feet (radius) for raptor species. Buffer widths may City Place Santa d ara Project
Draft Environmental Impact Report 63
Action
Project Developer to
submit to City applicable
provisions of
construction contracts
including applicable
requirements.
Project Developer to
provide to City report
documenting plans to
replace all trees
removed at a 2:1 ratio
for review and approval.
Project Developer to
provide to City
provisions of
construction contracts
including pertinent
requirements. If
construction occurs in
the nesting season,
Project Developer to
submit to City
agreement with
qualified wildlife
biologist requiring
surveys and protective
Mitigation, Monitoring, and Reporting Program
Secondary Impacts for Soundwalls
Implementing
Party
Project
Developer/
Project
Contractor
Project
Developer
Project
Developer/
Project
Contractor/
Qualified
wildlife
biologist
Monitoring
Party
County
Coroner/
NAHC
City Planning
& Inspection
Division
City Planning
& Inspection
Division
Timing
Prior to
issuance of
grading and
building
permits
Prior to
issuance of
grading and
building
permits
Prior to
issuance of
grading and
building
permits for
biologist and
construction
contracts;
prior to
commencement of
grading for
biologist
agreements;
June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
be modified based on discussion with the California Department of Fish and Wildlife (CDFW). Buffers shall remain in place as long as the nest is active or young remain in the area and are dependent on the nest. If a burrowing owl nest is identified during pre-construction surveys, no-activity buffers will adhere to the recommendations in the 2 012 California Department of Fish and Game Staff Report on Burrowing Owl Mitigation.
SW-BI0-3: Site-Specific Surveys and Species/Habitat Avoidance, Minimization, and Compensation Measures. The Project Developer, in consultation with a qualified biologist, shall conduct a site-specific surveys for special-status species, sensitive habitats, wetlands and waters of the United States, and nesting birds. If found, the Project Developer and its contractor shall implement avoidance and minimization measures, where feasible. Where avoidance is not possible, the Project Developer shall compensate for lost habitat on a minimum 1: 1 basis. Compensation for lost habitat will be determined in consultation with CDFW /U.S. Fish and Wildlife Service (USFWS), as appropriate. The Project Developer shall obtain all required permits from the U.S. Army Corps of Engineers (USA CE), the Regional Water Quality Control Board, and CDFW and USFWS as appropriate. The Project Developer shall provide buffer fencing and species relocation, as necessary, if permitted by CDFW /USFWS. Additionally, if special-status species or habitats are identified during the site-specific surveys, a Worker Environmental Awareness Training Program for construction personnel will be conducted by a qualified biologist retained by the Project Developer. The program will provide workers with information on their responsibilities with regard to the special-status species. The training will provide a physical description of the special-status species that have potential to occur and be affected by construction activities to each construction crew prior to the initiation of the crew's construction activities. The worker awareness training will also provide details regarding each species' habitat and legal protections, a photo of relevant species, and contact information for the primary biologist. ''c.''.··•,, ' '".i{Ui'b.·-i;i.•·" I , ,:&:£o~~il'4' l.}:N'.l'!J::i)'h:t;ll~ ._: (!'.l'I SW-GE0-1: Prepare a Geotechnical Investigation. Prior to construction of the soundwall, the Project Developer shall prepare a geotechnical investigation to evaluate the potential for geologic, seismic, and soil risks. The geotechnical investigation shall include recommendations to abate any potential risks. !frisks are identified, the Project Developer shall implement the recommendations included in the geotechnical investigation.
City Place Santa Clara Project
Draft Environmental Impact Report 64
Action
measures.
Project Developer to
conduct site-specific
surveys for specialstatus species, sensitive
habitats, wetlands and
waters of the United
States, and nesting birds
and provide to City for
review and approval. If
special status species are
found, Project Developer
to submit
documentation to City
detailing protective
measures for review and
approval.
Project Developer to
provide to City
geotechnical
investigation for review
and approval. City and
Developer to submit
such report to
regulatory agencies and
Mitigation, Monitoring, and Reporting Program
Secondary Impacts for Soundwalls
Implementing
Party
Project
Developer/
Qualified
biologist
Project
Developer /City
Monitoring
Party
City Planning
& Inspection
Division
City Planning
and Inspection
Division
Timing
and prior to
ground
disturbance
for surveys
Prior to
issuance of
grading and
building
permits
Prior to
issuance of
grading and
building
permits
June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures
SW-WQ-1: Prepare a Hydrology and Water Quality Technical Report. Prior to construction of the soundwall, the Project Developer shall prepare a hydrology and water quality technical report to evaluate the existing drainage and stormwater conditions at the soundwall site. The technical report shall include recommendations for drainage and stormwater controls to minimize impacts related to changes in drainage patterns that would result from the soundwall. The Project Developer shall be required to implement the report's recommendations.
SW-HAZ-1: Prepare a Phase I Environmental Site Assessment. Prior to construction of the soundwall, the Project Developer shall conduct a Phase I Environmental Site Assessment Where the potential to encounter hazardous matertals or waste is identified, the Project Developer shall prepare and implement a soil/ groundwater handing plan that identifies measures to properly dispose of contaminated materials. Measures could include worker education and training, as appropriate, and site-specific controls to avoid risks to workers and adjacent residents or others.
City Place Santa Clara Project
Draft Environmental Impact Report 65
Action
secure approval as
required. Project
Developer to
incorporate resulting
measures into project
plans.
Project Developer to
provide to City a
hydrology and water
quality technical report
to evaluate the existing
drainage and
stormwater conditions
at the soundwall site for
review and approval.
Project Developer to
submit Phase 1
Environmental Site
Assessment to City.
Project Developer to
implement
soil/groundwater
handling plan to City for
review and approval.
Mitigation, Monitoring, and Reporting Program
Secondary Impacts for Soundwalls
Implementing
Party
Project
Developer
Project
Developer
Monitoring
Party
City Planning
& Inspection
Division
Department of
Public Works
Timing
Prior to
issuance of
grading and
building
permits
Prior to
issuance of
grading and
building
permits
June 2016
ICF 00333.14
City of Santa Clara
Mitigation and Avoidance Measures .
SW-UT-1: Identify Underground and Overhead Utilities and Provide Coordination with Utility Providers. Prior to construction of the soundwall, the Project Developer shall identify all underground and overhead utilities within the footprint of the sound wall. If utilities are present, the Project Developer shall coordinate with the appropriate utility owners regarding utility shutoff during construction and relocation, as necessary.
City Place Santa Clara Project
Draft Environmental Impact Report 66
Action
Project Developer to
identify all underground
and overhead utilities
within the footprint of
the soundwall and
provide documentation
to City of coordination
with the appropriate
utility owners regarding
utility shutoff during
construction and
relocation for review
and approval.
Mitigation, Monitoring, and Reporting Program
Secondary Impacts for Soundwalls
Implementing
Party
City Planning &
Inspection
Monitoring
Party
City Planning
& Inspection
Timing
' ,, :·r.:
Prior to
issuance of
grading and
building
permits
June 2016
ICF 00333.14
EXHIBIT MMRP-1
City Place Santa Clara Project - Intersection Mitigation Implementation Planning/CEQA File# PLN2014-10554/CEQ2014-01180
State Clearinghouse# 2014072078
With Each Development Area Plan
Each DAP application must include: (1) a calculation of the number of vehicle trips projected to result from development proposed in the DAP using the methods and trip generation rates in the Final EIR (adjusted as appropriate for the success of TDM measures), that accounts for the site design, density and diversity of proposed land uses of the current DAP application and previous DAP applications, (2) the vehicle trips allocated by building and summarized by land use, and (3) a site access analysis (including a simulation, if needed, as determined by the Director of Planning and Inspection or at the applicant's discretion) to determine which site access improvements should be constructed to serve the development proposed in the DAP.
The City (with assistance of consultants as desired) will peer review the data in the application ancl will determine at DAP approval for the development proposed in the DAP (1) the number of trips projected to result and the allocation of such trips by building and/or uses, and (2) the site access improvements required and the trip thresholds or development stages at which those improvements must be constructed.
As Development Occurs
The Project Trip thresholds set forth in the table below, Intersection Mitigation Sensitivity Ana(ysis Results: Full Funding Responsibility, establish the number of Project Trips at which each of the required intersection mitigation measures that are wholly the Project's responsibility to implement must be in place. The Project Phase column of the table is informational and not controlling.
Prior to the issuance of each building permit for a new building, using the calculated number of vehicle trips from the DAP application, Developer will calculate and submit to City the cumulative number of Project trips that will result from all prior development within the Project for which building permits have been issued plus the proposed new building. ff the cumulative number of Project Trips meet or exceed any of the intersection Project Trip thresholds, the mitigation measures identified for each of those intersections shall be completed prior to issuance of the certificate of occupancy for the building for which the new permit is being sought, except that, for Intersections 48, 55, 57, 82, 84, 109 and 123, Developer will instead fund the mitigation measures at the costs specified in the table below, Costs for Certain Full Funding Responsibility Improvements, prior to the issuance of the pertinent building permit. Any building permits for renovations, remodeling or changes in use to previously permitted and occupied buildings prior to the completion of all Full Funding Responsibility intersection mitigations that result in net new vehicle trips will be subject to the same process.
Prior to the issuance of a building permit for each new building, the Developer shall pay to City a transportation fair share fee of $2,474.18 per PM peak hour trip based on the calculated number of vehicle trips for each new building.
The per trip fair share fee was determined by summing the Project's fair share of the estimated costs of mitigation measures for impacts to intersections located in the Cities of Santa Clara, San Jose, Sunnyvale, and those under the jurisdiction of the County of Santa Clara, totaling $14,292,901 plus the Project's voluntary contribution to the Santa Clara Valley Transportation Authority (VTA) for impacts to freeway segments in Santa Clara and San Mateo Counties in the amount of $16,164,220, divided by the 12,310 PM peak hour trips projected to be generated by the Project.
The fee will be allocated among pertinent jurisdictions as follows: VTA 53.07%; County of Santa Clara 32.97%; City of San Jose 13.25%; City of Sunnyvale 0.11 %; and City of Santa Clara 0.60%. Any building permits for renovations, remodeling or changes in use to previously permitted and occupied buildings that result in net new vehicle trips will be subject to the fee on the basis of net new PM peak hour vehicle trips until the full amount of the combined fair share fee and voluntary contribution of $30,457,121 has been paid, after which no additional fee shall be paid.
City Place Santa Clara Project
Draft Environmental Impact Report (,J June 2016
ICf 00333,14
City of Santa Clara
Site access improvements will be built as required by DAP conditions of approval.
City Place Santa Clara Project
Draft Environmental Impact Report 68
M itigation, Monitoring, and Reporting Program
Int ersection Mitigation Implementation
EXHIBIT MMRP-1
City Place Santa Clara Project - Intersection Mitigation Sensitivity Analysis Results: Full Funding Responsibility Planning/CEQA File# PLN2014-10554/CEQ2014-01180
State Clearinghouse# 2014072078
I ID Intersection Jurisdiction/ Mitigation MeasureZl Impact Project Trips Project Phase CMP20 PeakHour Agnew Road-De La
22 Cruz Boulevard/ Santa Clara Partial Mitigation: Add a second northbound left-turn lane. AM 450 Phase 1 Montague County (CMP) Expressway
Lawrence Santa Clara Partial Mitigation: Add a second southbound left-turn lane and a second eastbound 54 Expressway /Benton AM 2,240 PhaseZ Street County left-tum lane.
Lawrence Santa Clara Add a third eastbound through lane and a third westbound through lane (Yahoo! 55 Expressway/ County (CMP) Santa Clara Campus TIA, August 2009; City of Sunnyvale Citywide Deficiency Plan, AM 2,240 Phase 2 Homestead Road September 2005; and City of Santa Clara Traffic Mitigation Program, June 2011).
San Tomas Santa Clara 76 Expressway /Walsh County Partial Mitigation: Add a second eastbound left-turn lane. AM 2,240 Phase 2 Avenue
San Tomas Santa Clara 82 Expressway/ County Partial Mitigation: Add a second northbound left-turn lane. AM 2,240 Phase 2 Pruneridge Avenue
Great America Santa Clara Partial Mitigation: Add a southbound right-turn lane and add a third westbound 8 Parkway /Tasman PM 2,610 Phase 2 Drive* (CMP) left-turn lane.
Lawrence Santa Clara 48 Expressway/US 101 County Convert eastbound left-tum lane to a shared left-fright-turn lane. PM 2,610 Phase 2 SB Ramps
Great America
59 Parkway/Yerba Santa Clara Partial Mitigation: Add a second westbound right-turn lane with an overlap phase PM 3,650 Phase 2 Buena (Great and a second southbound left-turn lane.
America) Way
Great America
60 Parkway /Old Santa Clara Partial Mitigation: Add a second eastbound left-turn lane. PM 3,650 Phase 2 Mountain View-Alviso Road
2° CMP = Congestion Management Program intersection [VTA). 21 Partial Mitigation: The proposed mitigation measure mitigates the impact at one but not the other peak hour or reduces the delay but not enough to mitigate the impact.
City Place Santa Clara Proj ect
Draft Environmental Impact Report 69 June 2016
ICF 00333.14
Mitigation, Monitoring, and Reporting Program
City of Santa Clara Intersection Mitigation Sensitivity Analysis Results: Full Funding Responsiblllty ID Intersection Jurisdiction/ Mitigation Measure21 Impact Project Trips Project Phase CMP20 Peak Hour
71 Bowers Avenue/ Santa Clara Partial Mitigation: Add third southbound left-tum lane and third eastbound left- PM 3,650 Phase 2 Central Expressway County (CMP) turn lane.**
Add third westbound left-turn lane and associated receiving lane under underpass.
Great America Sanjose Add a second westbound right-tum lane. Include safe and convenient bicycle and 57 Parkway/SR 237 WB pedestrian facilities along Great America Parkway. Intersections #SB and #123 AM 2,690 Phase3 Ramps (CMPJ22 would also need to be modified to accommodate these intersection improvements. 23
Great America Santa Clara SB Parkway/SR 237 EB (CMP) Add third southbound through lane and a second eastbound right-turn lane.24 AM 2,690 Phase 3 Ramps
Great America
123 Parkway /Gold Street San Jose Add a second northbound right-tum lane.25 AM 2,690 Phase 3 Connector
San Tomas Santa Clara 79 Expressway /Benton County Add a second eastbound left-turn lane. AM 3,140 Phase 3 Stree~
De La Cruz Reconfigure the northbound and southbound approaches to include one left-turn 120 Boulevard/ Santa Clara lane, one through, and one shared through/right-tum lane; change the phasing AM 3,140 Phase 3 Laurelwood Road from split to protected in the northbound and southbound directions; and increase cycle length.
Partial Mitigation: Reconfigure northbound and southbound approach to two left14 Lick Mill Boulevard/ Santa Clara turn lanes, one through lane, and one right-turn lane. Change the PM 4,690 Phase3 Tasman Drive northbound/southbound signal phasing from split to protective. Add a second westbound left-turn I/me.
Lick Mill Boulevard/ Santa Clara 23 Montague County Add a third southbound left-turn lane. PM 5,730 Phase 4 Expressway
22 An LOS D threshold is used for study intersections within San Jose, including CMP designated intersections. Santa Clara County intersections in San Jose use an LOS E threshold. 23 Intersection #58 (Great America Parkway/SR 237 EB Ramps) and #123 (Great America Parkway/Gold Street Connector) are not impacted intersections, but would need to be modified to accommodate the improvements at Intersection #57 (Great America Parkway /SR 237 WB Ramps). 24 Intersection #58 (Great America Parkway /SR 237 EB Ramps) and #123 (Great America Parkway /Gold Street Connector) are not impacted intersections, but would need to be modified to accommodate the improvements at Intersection #57 (Great America Parkway/ SR 237 WB Ramps). 25 Intersection #58 (Great America Parkway /SR 237 EB Ramps) and# 123 (Great America Parkway /Gold Street Connector) are not impacted intersections, but would need to be modified to accommodate the improvements at Intersection #57 (Great America Parkway/SR 237 WB Ramps).
City Place Santa Clara Project
Draft Environmental Impact Report 70 June 2016
ICF 00333.14
City of Santa Clara
96 84
114
90 13
73 94
109
Notes:
Intersection
Lafayette Street/
Montague
Expressway WB
Ramps
Gold Street/Gold
Street Connector
Calle Del Sol/Calle Del
Luna
Lafayette Street/Calle
De Luna
Calle Del Sol/Tasman
Drive•
Bowers Avenue/
Monroe Street
Lafayette Street/
Agnew Road
Liberty Street/Taylor
Street
Jurisdiction/
CMP20
Santa Clara
San Jose26
Santa Clara
Santa Clara
Santa Clara
Santa Clara
Santa Clara
San Jose27
Mitigation, Monitoring, and Reporting Program
Intersection Mitigation Sensitivity Analysis Results: Full Funding Responsibility Mitigation Measure2-1
Add second westbound right-tum lane with an overlap phase and a second southbound left-turn lane.
Convert northbound through lane to a shared left-turn/through lane, add a second northbound left-turn lane and second eastbound right-turn lane. (move pedestrian crossing to north leg ofintersection).
Signalize.
Reconstruct the westbound approach to include two left-turn lanes and one righttum lane.
Add a westbound right-turn lane. Reconfigure southbound approaches to include two left-turn lanes and one right-turn lane with overlap phase.
Add a northbound and a southbound left-run lane. Change the northbound and southbound from split to protected left-turn phasing.
Add a second eastbound left-turn lane and a second southbound left-turn lane.
Signalize.
Off-setting Mitigation: Construct traffic control devices to divert traffic from entering the Alviso neighborhood.-
Impact
Peak Hour
AM
AM
PM
AM
PM
PM
PM
PM
Project Trips Project Phase
6,730 Phase?
7,180 Phase?
8,340 Phase?
8,970 Phase 8
9,380 Phase 8
10.420 Phase 8
10,420 Phases
10,420 Phase s
Based on information concerning funding sources and status of planning for and construction of transportation improvements identified in the EIR as being 100% the responsibility of the Project Developer, the City Engineer has made relatively minor changes to the responsibilities for implementing such measures; those adjustments are reflected in this table.
Intersection improvement identified at this intersection under existing or background no-project conditions. See Appendix 3.3-D of the City Place Santa Clara Project Draft Environmental Impact Report (October 2015).
•• City-preferred mitigation option.
Source: Fehr & Peers, 2016.
26 An LOS D threshold is used for study intersections within San Jose, including CMP designated intersections. Santa Clara County intersections in San Jose use an LOSE threshold. 27 An LOS D threshold is used for stu_dy intersections within San Jose, including CMP designated intersections. Santa Clara County intersections in San Jose use an LOS E threshold.
City Place Santa Clara Project
Draft Environmental Impact Report 71 June 2016
ICF 00333.14
EXHIBIT MMRP-1
City Place Santa Clara Project - Costs for Certain Full Funding Responsibility Improvements Planning/CEQA File# PLN2014-10554/CEQ2014-01180
ID
48 55
57 82
Intersection
Lawrence Expressway/
US 101 SB Ramps
Lawrence Expwy /
Homestead Rd
Great America Pkwy /SR
237WB Ramps
San Tomas Expwy/
Pnmeridge Ave
City Place Santa Clara Project
Draft Environmental Impact Report
State Clearinghouse# 2014072078
Mitigation
Convert eastbound left turn lane to a
shared left/right turn lane.
Add a third eastbound through lane
and a third westbound through lane
(Yahoo! Santa Clara Campus TIA,
August 2009; City of Sunnyvale
Citywide Deficiency Plan, September
2005; and City of Santa Clara Traffic
Mitigation Program, June 2011).
Add third westbound left-tum lane and
associated receiving lane under
underpass. Add a second westbound
right-tum lane.
Partial Mitigation: Add a second
northbound left-tum lane.
Total Cost
$13,500
$2,841,800
$2,351,652
$271,900
72 Basis of Cost
The cost estimate was prepared by BKF Engineers and accepted by the City. The cost estimate assumes that the work is limited to striping.
The cost estimate was prepared by BKF Engineers and accepted by the City. The cost estimate assumes that 10' turn lanes and 11' through lanes wiIJ be implemented.
While the Project has 100% responsibility for this mitigation, the project's responsibility for the cost is reduced by previous contributions made by Yahoo ($96,060) and the County of Santa Clara ($400,000). Right of way for this mitigation has been previously dedicated by Kaiser negating the need for the Project to acquire any right of way for mitigation.
The Project will make a monetary contribution equal to its cost responsibility in lieu of constructing the mitigation.
The Total Cost includes both local road work and freeway ramp work The cost estimate was prepared by BKF Engineers and accepted by the City. The cost of the local road work is estimated at $963,508 and the freeway ramp work at $1,388,144. Since the freeway ramp work wilJ be performed concurrently with the intersection mitigation, the estimated cost of the freeway ramp work is deducted from the Freeway Fair Share voluntary contribution amount.
The cost estimate was prepared by BKF Engineers and accepted by the City after concurrence with the cost by the County. The estimate assumes that the second northbound left turn lane will be implemented by the County as part of the San Tomas widening project
June 2016
ICF 00333.14
City of Santa Oara
ID
84 109
123
Intersection
Gold Street/Gold Street
connector
Liberty St/Lewis St
Great America Pkwy/
Gold Street connector
City Place Santa Clara Project
Draft Environmental Impact Report
Mitigation Total Cost
Convert northbound through lane to a $735,100
shared left-turn/through lane, add
second northbound left-turn lane and a
second eastbound right-turn lane
(move pedestrian crossing to north leg
of intersection}.
Signalize. $300,000
Add a second northbound right-turn $ --
lane (from Int. 57 dual westbound
right-turn lanes).
73 Basis of Cost
Mitigation, Monitoring, and Reporting Program
Costs for Certain Full Funding Responsibility Improvements In order to avoid modifications to existing electrical transmission line towers, the City waived the mitigation requirement to add a second northbound left turn lane. The City also agreed to include a surveillance camera at the intersection as requested by the City of San Jose.
The cost estimate was prepared by BKF Engineers and accepted by the City. The estimated cost includes $685,100 for the intersection mitigation and an additional $50,000 for the surveillance camera requested by the City of San Jose. The estimated cost assumes that 11' lanes will be implemented and the work associated with the addition of the surveillance camera does not require a new signal controller or installation of equipment to the control station.
The City of San Jose requested that the intersection not be signalized per the mitigation. The City of Santa Clara will provide the City of San Jose with the monetary equivalent of the cost of installing a signal.
BKF Engineers estimated and the City of Santa Clara concurred with a cost for signalization of $300,000.
The cost of this work is included in the cost estimate for intersection #57.
June 2016
ICF 00333.14
EXHIBIT G-2
FORM OF GROUND LEASE (PHASES 2-7)
EXHIBITF
Required Buildings
[To be attached upon Ground Lease execution]
EXHIBITG
FORM OF LEASE ADDENDUM
ADDENDUM TO GROUND LEASE
(CITY PLACE SANTA CLARA - PHASE [ ])
This ADDENDUM TO GROUND LEASE (CITY PLACE SANT A CLARA - PHASE [ ] (this "Addendum") is made and entered into as of _______ , 20 _ by and between the CITY OF SANTA CLARA, CALIFORNIA, a chartered municipal corporation, as landlord ("City"), and [INSERT TENANT], a ________ , as tenant ("Tenant" and, together with City, the "Parties"), and modifies that certain Ground Lease (City Place Santa Clara - Phase [ ]), dated as of _______ ., 20 _ by and between City and Tenant (the "Lease").
RECITALS
Tenant and City enter into this Addendum with reference to the following facts and circumstances:
A. Tenant and City are parties to the Lease. Capitalized tenns used herein and not defined herein shall have the meanings given to such terms in the Lease.
B. [Section 3.3.2(i) of the Lease provides that, upon each determination of Premium Costs allocated to the Premises under the DDA and upon the final reconciliation under Section 16,l.3(b) of the DDA, the Parties shall execute and append to the Lease an addendum documenting such determination.] [OR] [Section 3.3.2(ii) of the Lease provides that, upon determination of Allowed Square Footage allocated to the Premises under the DDA, the Parties shall execute and append to the Lease an addendum documenting such determination.] C. City and Tenant wish to enter into this Lease Addendum in order to document their determination of [Premium Costs] [ Allowed Square Footage] allocated to the Premises in accordance with the terms of the Lease.
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:
I. [Premium Costs. For purposes of calculating the Base Rent Adjustment in the 45th and 70th Project Lease Year, the Premium Costs allocated to the Premises are $ ______ .][Allowed Square Footage. The Allowed Square Footage allocated to the Premises is _ ________ gross square feet.]
. I
102132676.2
EXHIBIT G
FORM OF LEASE ADDENDUM
2. Effect of Addendum; No Other Modifications. The agreements and declarations made and set forth in this Addendum are made a part of the Lease and are intended to and shall have the same force and effect as if set forth in the body of the Lease. The Lease remains in full force and effect, with no modifications except as expressly set forth in this Addendum.
3. Counterparts. This Addendum may be executed in counterparts, each of which shall be deemed to be an original, and all of which, taken together, shall constitute one and the same document.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
2 102132676.2
EXHIBITG
FORM OF LEASE ADDENDUM
IN WITNESS WHEREOF, Tenant and City have executed this Addendum as of the date set forth above.
CITY:
TENANT:
3 102132676.2
EXHIBITH
Appraisal Instructions
I. Introduction:
These Appraisal Instructions (these "Instructions") constitute an integral part of that certain Ground Lease (City Place Santa Clara - Phase [ ]) (the "Ground Lease"), dated as of ______ , 2_, by and between the City of Santa Clara, California, a chartered municipal corporation, as landlord ("City"), and [Insert Tenant], a [ ], as tenant ("Tenant"). All capitalized terms used herein but not otherwise defined herein shall have the meaning ascribed to such terms in the Ground Lease.
These Instructions shall govern preparation and delivery of each appraisal ( each, an "Appraisal") of the [Phase [ ] Airspace Parcel][Tasman Parcels] Fee Fair Market Value (the "Fair Market Value") for purposes of calculating the Base Rent adjustment under Sections
3.4.1 through 3.4.6 of the Ground Lease in each of the 45th Project Lease Year and the 70th Project Lease Year.
These Instructions shall constitute the sole instructions to be utilized by the appraiser in preparing an Appraisal.
II. Documents Applicable to Premises:
City and Tenant agree that the Premises are presently subject to or otherwise affected by each and all of the following (collectively, the "Project Documents"), to the extent such Project Documents remain in effect and apply to the Premises at the time of preparation of an Appraisal:
1. The CC&Rs;
2. the DDA;
3. the Development Agreement;
4. the Landfill Operation and Management Agreement;
5. the Ground Lease;
6. the MCP;
7. the Non-Water Corrective Action Plan;
8. the Post-Closure Land Use Plan;
9. the Post-Closure Permit;
10. the Project MMRP;
11. the Revised Closure Plan;
12. the Revised Post-Closure Maintenance Plan;
13. the Waste Discharge Requirements;
14. the Water Corrective Action Plan; and
15. any other Authorizations heretofore and hereafter received for any portion of the Project and agreements entered into pursuant to the DDA, together with all exhibits thereto, as any of the foregoing may be amended from time to time.
Prior to commencement of an Appraisal, the parties shall review (i) all matters of any type or nature which affect title to the Premises or any interest therein and (ii) the then-current operations of the Premises and each of the City and the Tenant shall have the right to identify any additional entitlement or regulatory approvals and documents pertaining to the Premises and not listed above that are to be designated as part of the Project Documents and considered by the appraiser in the preparation of such Appraisal.
ill. Apprfiisal Standards:
Each Appraisal shall be a self-contained report based on a comprehensive study and analysis and setting forth, in detail, all data, analysis, and conclusions, as necessary and typical of a complete, self-contained appraisal report. Each Appraisal shall be prepared in accordance with the Standards of Professional Appraisal Practice and the Code of Professional Ethics promulgated by the Appraisal Institute to the extent then in effect (the "AI Standards"), or its then-equivalent, should the Appraisal Institute no longer be operating: provided, that, in the event of a conflict, ambiguity or inconsistency between the AI Standards and these Instructions, these Instructions shall govern and control in all respects.
IV. Appraisal Principles:
Each Appraisal shall be prepared in accordance with the following principles:
1. The Fair Market Value shall be calculated as if the Premises were vacant and unimproved by any structures, buildings, improvements, fixtures, additions, alterations and betterments of whatsoever nature or description, including, without limitation, all Infrastructure Improvements and Buildings included in any DAP approved for the Premises.
2. The Fair Market Value shall be calculated as if the Premises were not benefitted by any other Infrastructure Improvements, including, without limitation, any Infrastructure Improvements installed under the Premises, in the Landfill Parcel or elsewhere. Without limiting the foregoing, the Fair Market Value shall reflect any burdens, limitations, restrictions, constraints or impacts upon the Premises, whether arising from or under any of the Project Documents ( other than the Ground Lease), in respect of any Infrastructure Improvements, or otherwise existing, including, without limitation, any restrictions on development or use of the Premises, any third-party property rights or other rights appurtenant thereto, any regulatory restrictions applicable to the Premises, and any negative or affirmative covenants of any kind or nature whatsoever that are applicable to the Premises (including, without limitation, any restrictions, third-party rights or covenants related to the City's obligations with respect to the Landfill). Notwithstanding the foregoing, the Fair Market Value shall not reflect, and in preparing their Appraisals the appraisers shall not consider, any incremental and/or unusual additional on-site and off-site costs of development due to the fact that the Premises are located on a landfill (~additional construction and engineering costs for foundation, methane gas monitoring and collection, settlement slab, increased utility costs and the like), including any of the types of additional costs that are contemplated by Premium Costs as established under the DDA.
102117315.5 H-:2
3. The Fair Market Value shall be calculated as if the Premises were not subject to the provisions of the Ground Lease or any other ground lease or sublease, including, without limitation, the economics of the Ground Lease. Without limiting the foregoing, the Fair Market Value shall be calculated to account for all provisions of the CC&Rs and the other Projects Documents that are in effect at the time of the preparation of each Appraisal and to the extent then-applicable to the Premises.
4. The Fair Market Value shall reflect each and every zoning, land use and other regulatory restriction applicable to the Premises at the time of preparation of each Appraisal, including any local, state or federal regulatory requirements and any other requirements imposed by any governmental, quasi-governmental or regulatory authority of any kind or nature whatsoever then in effect.
5. The Fair Market Value shall reflect the restrictions on the development, use and occupancy of the Premises in effect at the time of the preparation of each Appraisal, including, without limitation, (i) restrictions upon the uses and/or density (including dimensions, height and square footage) existing at such time and (ii) the Allowed Square Footage allocated to the Premises. Without limiting the foregoing, such restrictions shall include any third-party property rights or other rights appurtenant thereto, any regulations applicable to the Premises, and any negative or affirmative covenants of any kind or nature whatsoever that are then burdening the Premises with respect to the development, use and occupancy thereof, including, without limitation, any contractual third-party consent rights.
6. The Fair Market Value shall reflect any other factor reasonably relevant to the calculation thereof that is not inconsistent with the standards set forth in Items 1 through 2 above.
Without limiting the generality of the foregoing, such other factors shall include, without limitation, any restriction, third-party right, or covenant of any kind or nature whatsoever that burdens or otherwise affects the Premises, whether imposed by contract, regulation, judgment, decree or otherwise.
V. Appraisal Procedures:
The following sets forth general procedures for the preparation of each Appraisal; provided, that the party contracting for such Appraisal (City or Tenant, as applicable, in such capacity, the "Contracting Party") may modify or waive these procedures in its sole discretion.
1. Pre-Work Conference: At the request of the Contracting Party, the appraiser shall attend a pre-work conference for discussion and understanding of these Instructions, including a timing update. The pre-work conference may be held in conjunction with an inspection of the Premises.
2. Draft Report: The appraiser shall submit to the Contracting Party a complete, selfcontained initial draft of the appraisal report (the ''Draft Report"), consisting of a manipulatable or editable copy of such report, within the period specified within the fully executed contract for appraisal services. The appraiser shall provide to the Contracting Party the Draft Report, as well as maps, drawings, photographs and any other relevant 102117315.5 H-3
background information or materials used in preparation of the Draft Report, by the most expeditious means then available and in the then-prevailing format.
3. Review and Comment Period: Following its receipt of the Draft Report, the Contracting Party shall review such Draft Report and, within_ calendar days thereafter, provide any comments or feedback to the appraiser by the most expeditious means then available and in the then-prevailing format.
4. Final Appraisal: Following receipt of any comments, the appraiser shall, within a reasonable time (not to exceed 15 calendar days without the Contracting Party's written consent), revise the Draft Report to reflect any such comments or feedback and deliver to the Contracting Party a final Appraisal, consisting of three (3) signed copies thereof, by the most expeditious means then available and in the then-prevailing format.
VI. Confidentiality:
The Contracting Party and the appraiser acknowledge and agree that, in the course of preparing an Appraisal pursuant to these Instructions, the Contracting Party may disclose confidential information, which has been approved and authorized by Contracting Party for release, to the appraiser.
The appraiser agrees not to disclose such confidential information to any third party and to treat it with the same degree of care as it would its own confidential information. It is understood, however, that the appraiser may disclose such confidential information on a "need to know" basis to the appraiser's employees and subcontractors. As a condition precedent to any such disclosure, each and all of such employees and subcontractors shall have executed a written confidentiality agreement with the Contracting Party which obligates such employees and subcontractors to maintain the confidentiality of such confidential information.
Each Appraisal, the Fair Market Value calculation included therein, and the supporting documentation also constitute confidential information, and the appraiser shall strictly abide by the confidentiality and ethics provisions of the AI Standards.
The appraiser must obtain written authorization from the Contracting Party before disclosure of any confidential information. The passage of time in and of itself shall not extinguish either the appraiser's responsibility for confidentiality or the appraiser/client relationship. The appraiser/client relationship is extinguished only upon written release from the Contracting Party. Even though the appraiser/client relationship may terminate, the appraiser shall at all times remain subject to the confidentiality and ethics provisions of the Al Standards. 102117315.5 _H-4
TABLE 1 Exhibit I
Examples of Calculations of Base Rent Escalations
(for illustrative purposes only)
Per DDA Sections 4.8fc) & (d), 6, Exhibit G-1 Artide 3, and EMhlblt G-2 Artlde 3 Key Illustrative Assumptions
Take Down Alk!w!~I! igu1r1 f22SHI f:t!mium Allocation
Phase l 2017 873,000 $0
Phase 2 2018 1,419,800 $175,000,000
Phase 2A 2021 0 NA
Phase 3 2022 1,419,800 $175,000,000
Phase 4 2025 1,419,800 $150,000,000
Phase 5 2028 1,440,000 $100.000,000
Phase 6 2030 1,296,000 $100,000,000
Phase 7 2032 1 296,000 SlQ!! QQO OQO
Total 9,164,400 $800,000,000
Profcct Aggregate Phase 1 1 Phase 2 - 7 3 Project Aggregate Lease Illustrative Project Periodic Aggregate Periodic Aggregate lease lllustratlve Project Vear Vear Base Rent Escalahcns z Base Rent (sulatlons 4 Base Rent Vear Vear Base Rent 1 2017 . , $750,000 3.1.2 Adj $750,000 46 2062 $58,865,414 2 2018 $2,272,500 $772,500 $1,500,000 47 2063 $60,337,049 . 3 2019 $2,340,675 $795,675 $1,545,000 48 2064 $61,845,475 $2,410,895 - 4 2020 $819,545 $1,591,350 49 2065 $63,391,612 s 2021 jl,389,091 3.1.3Adj $1,000,000 $2,389,091 so . 2066 $64,976,402 6 2022 $3,990,763 $1,030,000 $2,960,763 51 2067 $66,600,812 7 2023 $4,110,486 $1,060,900 $3,049,586 52 2068 $68,265,833 8 2024 $4,641,074 3.1.4Adj $1,500,000 $3,141,074 53 2069 $75,092,416 9 2025 $5,530,306 $1,545,000 $3,985,306 54 2070 $76,969,726 10 2026 $5,696,215 $1,591,350 $4,104,865 55 2071 $78,893,969 11 ·2027 $5,867,102 $1,639,091 $4,228,011 56 2072 $80,866,319 12 2028 $6,815,615 $1,688,263 $5,127,351 57 2073 $82,887,977 13 2029 $7,020,083 $1,738,911 - $5,281,172 58 2074 $84,960,176 14 2030 $8,186,822 $1,791,078 $6,395,743 59 2075 $87,084,180 15 2031 $8,880,128 $1,844,811 10.0!6 $7,035,318 60 2076 $89,261,285 16 2032 $10,160,897 $1,900,155 $8,260,742 61 2077 $98,187,413 17 2033 $10,465,724 $1,957,160 $8,508,564 62 .. 2078 $100,642,099 18 2034 $10,779,696 $2,015,875 $8,763,821 63 2079 $103,158,151 19 2035 $11,103,086 ' $2,076,351 $9,026,736 64 . 2080 .. $105,737,105 20 2036 $12,297,538 3.3.21•1 Adj $3,000,000 $9,297,538 65 2081 $108,380,533 21 2037 · $12,666,464 $3,090,000 $9,576,464 66 2082 · $1il,090,046 22 2038 $13,046,458 $3,182,700 $9,863,758 67 2083 $113,867,297 23 2039 $13,437,852 • $3,278,181 $10,159,671 68 2084 $116,713,980 24 2040 $13,840,987 $3,376,526 $10,464,461 69 2085 $119,631,829 25 2041 $15,225,086 10.0% $3,714,179 -J0.<7H, $11,510,907 70 2086 $132,306,660 26 2042 $15,681,838 $3,825,604 $11,856,234 71 2087 $135,614,326 27 2043 $16,152,293 $3,940,373 $12,211,921 72 - - . 2088 $139,004,684 28 2044 $16,636,862 $4,058,584 . $12,578,279 73 2089 Si42,479,802 29 2045 $17,135,968 $4,180,341 $12,955,627 74 2090 $146,041,797 30 2046 $17,650,047 $4,305,752 $13,344,296 75 2091 $149,692,841 31 2047 $18,179,5.49 $4,434,924 $13,744,625 76 2092 $153,435,162 32 2048 $18,724,935 $4,567,972 $14,156,963 77 2093 $157,271,042 -- 33 2049 $19,286,683 $4,705,011 $14,581,672 7B 2094 . . $161,202,818 $19,865,284 ··-· 34 2050 $4,846,161 $15,019,122 79 2095 $165:232,888 35 2051 $21,851,812 10.<1.K $5,330,777 10.o,,; $16,521,035 80 2096 $181,756,177 36 2052 $22,507,366 $5,490,701 $17,016,666 81 2097 $186,300,081 37 2053 $23,182,587 $5,655,422 .. $17,527,166 82 .. . - : 2098 $190,957,583 38 2054 $23,878,065 $5,825,084 $18,052,981 83 2099 $195,731,523 $24,594,407 · $5,999,837 '. 39 2055 $18,594,570 84 2100 $200,624,811 40 2056 $25,332,239 $6,179,832 $19,152,407 85 2101 $205,640,431 41 2057 $26,092,206 $6,365,227 ·- $19,726,979 B6 2102 $210,781,442 42 2058 $26,874,972 $6,556,184 $20,318,789 87 2103 $216,050,978 43 2059 $27,68.1,222 $6,752,869 .. · $20,928,352 B8 2104 $221,452,253 44 2060 $28,511,658 $6,955,455 $21,556,203 B9 2105 $226,988,559 45 2061 $57,429,672 3.3.2(b) Adj $7,651,001 3.3.2(b) Adj $49,778,671 90 2106 $249,687,415 91 2107 $255,929,600
92 2108 $262,327,840
93 2109 $268,886,036
94 2110 $275,608,187
Notes 95 2111 $282,498,392
All numbers ore IJ/ustrative, representing a specific scenarfo. Actual numbers may vary 96 2112 $289,560,851 1 See Table 2A for detailed Phase 1 Ground Lease calculations 97 2113 $296,799,873 2 Section References are from ODA Exhibit G-1 9B 2114 $304,219,870 3 See Table 3A for detalled Pha~e 2-7 Ground l ea~ calculatlons 99 2115 $311,825,366 4 Section References are from DOA E>ehibit G-2
Phase l 1 Phase 2 - 7 3
Pl'?riodk Aggregate Period re Aggregate
F5calatlons z Base Rent Esc.al.atiom 4 Base Rent
$7.842,276 $51,023,138
$8,038,333 $52,298,716 . . $8,239,291 ~
$53,606,184
$8,445,273 $54,946,339
$8,656,405 .. $56,319,997
$8,872,815 $57,727,997
$9,094,636 $59,171,197
10.~ $10,004,099 10.°" $65,088,317
$10,254,202 $66,715,524
$10,510,557 $68,383,413
$10,773,321 ...
.. .. :s10,092,99s
$11,042,654 $71,845,323
$11,318,720 -
·- ·- $73,641,456
$11,601,688 $75,482,492
$11,891,730 '$77,369,555
10.0'6 $13,080,903 10,0% $85,106,510
.• $13,407,926 $87,234,173
$13,743,124 $89,415,027
$14,086,702 $91,650,403 •
$14,438,870 $93,941,663
$14,799,842 ··-··-
. $96,290,204
$15,169,838 $98,697,460
$15,549,084 $101,164,896
$15,937,811 $103,694,018
l.l.2(<) Adj $17,531,592· 3.3.2(c) Adj $114,775,068
$17,969,881 $117,644,445
$18,419,129 $120,585,556
$18,879,607 $123,600,195
:_. $19,351,597 - $126,690,200
$19,835,387 $129,857,455
$20,331,272 $133,103,891
$20,839,553 - $136,431,488
$21,360,542 $139,842,275
$21,894,556 - .$143,338,332
10.($ $24,084,011 10.o':I. $151,672,166
$24,686,112 - $161,613,970
' $25,303,264 ... $165~654,319
- .. $25,935,846 $169,795,677
$26,584,242 $174,040,569 ... $27,248,848 $178,391,583
$27,930,069 $182,851,373
$28,628,321 $187,422,657
$29,344,029 $192,108,223
$30,077,630 $196,910,929
10.cm $33,085,393 10.004 $216,602,022
$33,912,528 - $222,017,072
$34,760,341 - $227,567,499
$35,629,349 $233,256,687
$36,520,083 $239,088,104
$37,433,085 $245,065,306
$38,368,912 $251,191,939
$39,328,135 $257,471,738
$40,311,338 - $263.908,531
$41,319,122 $270,506,244
TABLE 2A Exhibit I
Examples of Calculations of Base Rent Escalations
(for illustrative purposes onlyl
Ground Lease Base Rent Payments Phase 1
Per DDA Section 6, and Exhibit G-1 Article 3
Phase 1 lllustratlve Schedule of Performance Per DDA EKhibit F, Exhibit G-1 Section 3.1.4 Land Take Down
Commenceme nt of Construction of Infrastructure
Construction Period
Opening
4 th Anniversary of the Opening Date
2017
2019
2021
2024
Years
Project Base Rent Escalations Aggregate
Lease Illustrative ~ Base Rent
Project Base Rent Escalations Aggregate
Lease Illustrative ~ Base Rent
Vear Vear DOA G-1 3.1 DOA G·l 3.2 ODA G-2 3.3 Phase 1 Vear Vear DOA G-1 3.1 ODA G-1 3.2 ODA G-2 3.3 Phase 1 1 2017 3.1.2 Adj 3% $750,000 46 2062 - - - CPI >11/ Cap_ $7,842,276 2 2018 ·- 3% $772,500 47 . 2063 •-· •· ·- CPI w/Cap .. - $8,038,333 ...... ... 3 2019 3% $795,675 48 2064 - CPI w/Cap $8,239,291 .. - -· $819,545 49 2065 ..
4 2020 . 3% ·- CPI w/Cap :.. $8,445,273 ·--··----·- ,,. ·- 5 2021 3.1.3 Adj 3% - $1,000,000 50 2066 - CPI w/Cap - $8,656,405 6 2022 - 3% · $i,030,000 51 2067 . .. i::Prw/cap - $8;872,815 . . ·- .. ·- .. $1,060,900
_.,
7 2023 3% - 52 2068 - CPI w/ Cap $9,094,636
8 · .. 2024 ~.1.4 ~dj _ 3% : $1,500,000 53 2069 10% $10,004,099 -- -- $1,545,000 -· - --- ---.. 9 2025 3% 54 2070 CPI w/Cap $10,254,202
10 2026 --;•· 3% $1_,591,350 · 55 2071 . - C".'.""~ap - $10,510,557 .. .. .. .. . ---- 11 2027 3% $1,639,091 56 2072 CPI w/Cap $10,773,321 12 2028 3% , .. : $1,688,263 57 2073 . CPI w/Cap $11,042,654 ... - -··· 13 2029 3% - $1,738,911 58 2074 CPI w/Cap - $11,318,720 14 2030 3% - $1,791,078 59 - 2075 CPI_;,/ Cap ----· •._ $11,601,688- 15 2031 3% - $1,844,811 60 2076 CPI w/ Cap $11,891,730
16 · 2032 3% - - $1,900,155- 61 2077 10'¼ . $13,080,903 17 2033 3% $1,957,160 62 2078 CPI w/ Cap - $13,407,926
18 2034 3%_ $2,015,875 63 - - 2079 - ·• CPI wi Cap - $13,743,124 19 2035 3¾ $2,076,351 64 2080 CPI w/ Cap - $14,086,702
1120 2036 3.3.i(a) Adj $3,000,000 I -65 2081 " CPI w/Cap -· 0 $14,438,870 21 2037 3% $3,090,000 66 2082 CPI w/ Cap - $14,799,842
22 2038 -· - 3%. - $3,182,700 67 2083 CPI w/ Cap - $15,169,838 - .- - - 23 2039 3% - $3,278,181 68 2084 CPI w/ Cap $15,549,084 ... ·-·· 3%. .. . $3,376,526 -69 2085 - ·c p1 wicap -- 24 2040 .. .. -- - $15,937,811 25 2041 10% $3,714,179 170 2086 3.3.2(cl Adj $17,s31,s92 I 26 2042 3% ----- _ $3,825,6.04 71 2087 .. ___ (!'lw/cap . $17,969,881 ... . - --- .. - _.,, 27 2043 3% - $3,940,373 72 2088 CPlw/Cap $18,419;129
28 3%
_ .. _ _.
.. 2044 - $4,058;584 73 2089 CPI w/Cap - $18,879;607 - - 29 2045 3% $4,180,341 74 2090 CPI w/Cap $19,351,597 30 2046 3% - ,. $4,305;752 75 2091 ' CPlw/Cap .,_ - '$19,835,387 31 2047 3% - $4,434,924 76 2092 CPI -.v/ Cap $20,331,272 .• · 32 2048 •,. $4,567,972- : 3% . -77 2093 ' CPlw/Cap $20,839,553 33 2049 3% - $4,705,011 78 2094 - CPlw/Cap - $21,360,542 .. , .... $4,846,161 - 34 2050 3% - 79 2095 .. CPlw/Cap $21,894,556
35 2051 - 10% $5,330,777 80 2096 10% $24,084,011
36 2052 . . 3% . : ... $5,490,701 81 2097 CPJ w/Cap __ - $24,686,112 37 2053 - 3% ---- $5,655,422 82 2098 CPI w/Cap - $25,303,264 $5,825,084 83 2099 CPiw/Cap . . 38 2054 3% $25,935,846 ,_. 39 2055 3% - $5,999,837 84 2100 CPI w/ Cap - $26,584,242 40 2056 ;,. 3% - $6,179,832 85 2101 CPI w/Cap $27,248,848 41 2057 3% - $6,365,227 86 2102 - CPI w/ Cap $27,930,069 42 2058 3% $6,556,184 87 2103 - . CPI w/ Cap - ,·.•; $28,628,321 - 43 2059 3% $6,752,869 88 2104 . CPI w/Cap - $29,344,029 3%
.. 44 2060 $6,955,455 89 2105 CPI w/Cap $30,077,630 . 145 2061 . 3.3.2(b) Adj $7,6s1,001 I - 90 2106 10% $33,085,393 91 2107 - CPI w/ Cap ' - $33,912,528
92 2108 CPI w/ Cap - $34,760,341
Notes 93 2109 - .. CPI w/ Cap $35,629,349
AJI numbers ore illustrative, representing a specific scenario. 94 2110 CPI w/ Cap $36,520,083 Actual numbers may vary 95 2111 .. . CPI w/ Cap $37,433,085 1 See Table 2B for more detailed calculations of Base Rent Adjustments in t he 96 2112 - CPI w/ Cap $38,368,912 20th, 45th and 70th Project Lease Years 97 2113 - CPI w/ Cap $39,328,135 , 98 2114 ... - CPI w/ Cap $40,311,338 99 2115 - CPI w/ Cap $41,319,122
TABLE 2B Exhibit I
Examples of Calculations of Base Rent Escalations
(for illustrative purposes only)
Base Rent Adjustments in the 20th, 45th and 70th Project Lease Years Phase 1 DOA Exhibit G-1 Section 3.3.2
Reference Per Phase 1
LINE DDA Exhibit G-1 Rent Adjustments
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
Notes
3.3.2(b)[i)
_,.:_· __
.....
3.3.2(b)(ii).
3.3.2(b)(i)
...
3.3.2(b)(ii)
Land Acres
Tasman Parcels Fee Fair Market Value in Year 20
Per Acre
Per Land Square:Foot •
Muitlply Line 2 By 6.5%
The Greater of Line 5 and $3,000,000
The· Lesser of Lin~ 6 and $3,500,000
Base Rent Adjustment in the 20th Lease Year• Line 7
Land Acres
Tasman Parcels Fee Fair Market Value In Year 4S · . . . ..
Per Acre
Per Land Square Foot
.. Multiply Line 10 By 6.5%
Base Rent For Year 44
Multiple Line 14 by 110%
The Greater of Lines 13, and 15
Base Rent Adjustment in the 45th Lease Year• Line 16
· . Land Acres .
Tasman Parcels Fee Fair Market Value in Year 70
Per Acre ·
Per Land Square Foot - . . . ··- . . ..
Multiply Line 19 By 6.5%
Base Rent For Year 69
Multiple Line 23 by 110%
The Greater of Lines 22, and 24
Base Rent Adjustment in the 70th Lease Year - Line 25
A!/ numbers are i!/ustrative, representing a specific scenario. Actual numbers may vary illustrative.
H/ustrotive
Illustrative
8.0 $40,000,000
$5,000,000
$114.78
$2,600,00D
$3,000,000
$3,000,000
$3,000,000
8.0 $64,000,000
$8,000,000
$183.65
$4,160,000
$6,955,455
$7,651,001
$7,651,001
$7,651,001
8.0 $96,000,000
$12,000,000
$275,48
$6,240,000
$15,937,811
$17,531,592
$17,531,592
$17,531,592
TABLE 3A
Phasing
Illustrative Take Down
Allowable Square Footage
Original Allowable Square Footage Per MCP
Illustrative Actual Allowable Square Footage
Initial Annual Base Rent
Base Rent Per ODA Section 6.1.B
Base Rent After Adjusted Per DDA 6.l.9(a)
Base Rent After Increase Per ODA 6,1.9{d)
Phase 2A Rent Re-Allocation
lllsutratlve After 2 Years Per DDA 4.8(c) & (d)
Illustrative Base Rent After Re-Allocation
TOTAL
Exhibit I
Examples of Calculations of Base Rent Escalations
(for illustrative purposes only)
Ground lease Base Rent Payments Phase 2 - 7
Per DDA Sections 4.8(c) & (d), 6, and Exhibit G-2 Article 3 Phase 2 - 7 Phase 2 Phase ZA Phase 3 Phase 4 Phase 5 Phase 6 Phase 7 2018 2021 2022 2025 2028 2030 2032
8,291,400 1,419,800 NA 1,419,800 1,419,800 1,440,000 1,296,000 1,296,000 8,291,400 1,419,800 NA 1,419,800 1,419,800 1,440,000 1,296,000 1,296,000 100% 100% l'A 100% 100% 100% 100% 100%
$1,500,000 $750,000 $500,000 $750,000 $750,000 $875,000 $B75,000 $1,500,000 $750,000 $500,000 $750,000 $750,000 $875,000 $875,000 $1,500,000 $750,000 $500,000 $750,000 $772,500 $956,136 $1,014,365 75% NA 25%
s2,335,667 I so I $713,919 I
Project Base Rent Escalations Phase 2 - 7 Annual Rent Payments Per ODA Section 4.8{d), Sec.tion 6, and Exhfblt G-2 Article 3 {Illustrative fKample) lease lllustratfve Regular Periodic 1' 2 _A_g_g-re-g-at_e_R_e_n_t ______________________ ____ _________ _ Vear Year ODA G-2 3.2 ODA G-l 3.3 Phase 2 • 7 Phase 2 Phase 2A Phase 3 Phase 4 Phase s Phase 6 Phase 7 1 2017
2 2018
3. io19 4 2020
5 2021
6 2022
2023 .. - ·- ---- 2024
9 2025
10 2026
11 2027·
12 2028
13 2029
14 2030
15 2031 _. _
16 2032
17 .. 2033
18 2034
19 2035
20 2036
21 2037
22 2038
23 2039
24 2040
25 2041
26 2042
27 2043
28 2044
29 2045 .
30 2046
31 32
. •·· 2047
2048
33 2049
34 2050
35 2051
36 2052
37 • , _ 2053
38 2054
39 40
41 42
43 44
145
2055
2056
2057
2058
2059
2060
2061
3%
3%.
3%
3%
3%
·3% ······-- ··
3% .. 3%
3%
: 3%
3%
3%
3%
3%
3%
3%
3%
3%
3%
3%
3%
3¾
:·: 3%
3%
3%
3%
3%
3%
3%
3%
3%
3%
3%
10%
10%
10%
3.3.2(b) Adj
$1,500,000 $1,500,000
s1,s4s,ooa - - ~ s1,5-is;ooo·
$1,591,350 $1,591,350
$2,389,091 $1,639,091 .$75_0,000
$2,960, 763 ~.,,_S1"',6_0_0"",2'-G_3 ~--'S-'-i'-'n"',5~o~o~_S'-s_o_o,,_o_oo~ $3,o49,5ss I · $2,335,661 I $0 1· $713,919 I - --· fi;i,ii,074. $2,405,737 $0 $735,336 $3,985,306 ·$2,477,910 $0 $757,996
$4,104,865 $2,552,247 $0 $780,118
-- -.. $4,228,011 $2,628,814 • : $0 .- $803,5:22
$5,127,351 $2,707,679 $0 $827;627
$5,281,17i $2,788,909 $0 $852,456 :
$6,395,743 $2,872,576 $0 $878,030
$7,035,_318 $3,159,!334 _ ·s,o $965,833
$8,260,742 $3,254,629 $0 $994,808
$8,508,564 $3;352,268 _ ·so $1,024,652 .
$8, 763,B21 $3,452,836 $0 $1,055,392
$9,026,736 $3,556,421 $0 $1,087,054
$9,297,538 $3,663,113 $0 $1,119,665
$9,576,464 $3,773,007 so $1,153,255
$9,863,758 $3,886,197 $0 $1,187,853
$10,159,671 $4,002,783 .. · $0 $1,223,48.8
$10,464,461 $4,122,866 $0 $1,260,193
$11,510,907 $4,535,153 $0 $1,38·6;21i
$11,856,234 $4,671,208 $0 $1;427,799
$12,211,921 $4,811,344 $0 $1,470;633
$12,578,279 $4,955,6B4 $0 $1,514,752
$12,955,627 $5,104,355 $0 $1,560,194
$13,344,296 $5,257,485 $0 $1,607,000
$13,744,625 $5,415,210 $0 $1,655,210
$14,156,963 $5,577,666 $0 $1,704,866
$14,581,672 $5,744,996 $0 · $1,756,012
$1S,oi9,li2 $5,917,346 $ □ · $1,808,693
$16,521,035 $6,509,081 $0 $1,989,562
$17,016,666 $6,704,353 $0 $2,049,249
$17,527,166 $6,905,484 $0 $2,110,726
$18,052,981 $7,l U,648 $0 $2,174,048
$18,594,570 $7,326,028 $0 $2,239,269
$19,152,407 $7,545,809 $0 $2,306,448
$19,726,979 $7,772,183 $0 $2,375,641
$20,318,789 $8,005,348 $0 $2,446,910
$20,928,352 $8,245,509 $0 $2,520,318
$21,556,203 $8,492,874 $0 $2,595,9,7
$49,778,671 $8,492,874 $0 $5,137,130
. $750,000
$771,500
$795,675
$819,545
$8i4,132
$869,456
$956,401
$985,093
$1,014,646
$1,045,085
$1,076,438
$1,108,731
$1,141,993
$1,176,253
$1,211,540
$1,247,887
$1:372;675
$1,413,855
$1,456,271
$1,499,959
si.s44,9ss
$1,591,307
$1,639,046
$1,688,217
$1,738,864
$1,791,030
$1,970,133
$2,029,237
$2,090,114
$2,152,817
$2,217,402
$2,283,924
$2,352,442
$2,423,015
$2,495,705
$2,570,576
$5,260,667
,..; · ·
{772,SoO --
$795,675 -
$819,545 $956,136
$901,500 ii,o_s1;1so ,-
$928,545 $1,083,302
$955,401 . $1,115,801
$985,093 $1,149,275
$1,014,646 $1;1i!3, 754 ·
$1,045,085 - - $1:219,266
Sl,076,438. :· _$1,255;844
$1,108,731 $1,293,520
$1;141,993 · $1,332,325
$1,176,253 $1,372,295
" $1,293,878 s·1;so9,s24
$1,332,694 $1,554,810
$1,372,675 · $1,601,454
$1,413,855 $1,649,498
. - $1,456,271 . . s·1,69a,983
$1,499,959 $1,749,952
$1,544,$58 $1,802,451
$1,591,307 $ 1,856,525
$1,639,046 $1,912:220
si,6es.211 s1,969,587
$1,857,039 $2,166,546_
$1,912,750 $2,231,542
$1,970,133 · $2,298;488
$2,029,237 $2,367,443
$2,090,114 $2,438,466
$2,152,817 $2,511,620
$2,217,402 $2,586,969
$2,283,924 $2,6.64,578 .
$2,352,442 $2,744,515
$2,423,015 $2,826,851
$12,220,000 $9,334,000
$1,014,365
$1,044,796
$1,076,140
$1,108,424
$1,141,677
$1,175,927
$1,211,205
$1,247,541
$1,284;967
$1,413,464
$1,455,868
$1,499,544
$1,544,530
$1,590,866
$1,638,592
$1,687,750
$1,738,382
$1,790,534
$1,844,250
$2,028,674
$2,089,535
$2,152,221
$2,216,787
. $2,283,291
$2,351,790
$2,422,343
si,49s:014
$2,569,864
$2,646,960
$9,334,ooo I
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.B(c) & (d), 6, and Exhibit G-2 Article 3 Project Base Rent Escalations Phase 2 - 7 Annual Rent Pavments Per DOA Section 4.Bfd), Sec.ti on 6, and Exhibit G-2 Article 3 (l/lu5tratu,e EMampleJ lease Illustrative Regular Periodic 1 1 _A_g_g,-e-ga_t_e_R_cn-,---------------------------------- Vear Vear DDA G·> 3.2 DOA G-2 3.3 Phase 2 - 7 Phase 2 Phase 2A Phase 3 Phase 4 Phase 5 Phase 6 Phase 7 () J $ ' $' $ , $ ' $, $ ' 46 2052 CPI w/Cap - $51,023,138 $8,705,196 $0 $5,265,558 $5,392,183 $12,525,500 $9,567,350 $9,567,350 47 2063 (Plw/Cap , .. " $52,298,716 $8,922,826 $0 $5,397,197 $5,526,988 $12,838,638 $9,806,534 $9,806,534 48 2064 CPlw/Cap - $53,606,184 $9,145,897 $0 $5,532,127 $5,665,163 $13,159,603 $10,051,697 $10,051,697 49 2065 .. CPI w/Cap $54,946,339 $9,374;544 $0 $5,670,430 $5,806,792 $13,488,594 $10,302,990 $10,302,990 50 2066 CPI w/ Cap ss-sj19,997 $9,608,908 $0 $S,81i;i.91 $5,951,961 $13,825,808 $10,560,564 $10,560,564 51 · 2067 CPI w/ Cap - $57,727,997 ~9,849,130 $0 $5,957,496 $6,100,761 $14,171,454 $10,824,578 $10,824,578 52 2068 CPI w/ Cap - $59,171,197 $10,095,358 $0 $6,106,433 $6,253,280 $14,525,740 $11,095,193 $11,095,193 53 2069 ..... 10'6 $65,088,317 $11,104,894 ., $0 $6,717,077 $6,878,607 $15,578,314 $12,204,712 $12,204,712 54 2070 CPI w/ Cap - $66,7i5,524 $11,382,517 so $6,885,004 $7,050,573 $16,377,772 $12,509,830 Si2,509,830 55 2071 ·CPI w/ C:lp - $68,383,413 $11,667,080 $0 $7,057,129 $7;226,837 $16,787,216 $12,822,576 $12,822,576 56 2072 CPI w/ Cap $70,092,998 $11,958,757 $0 $7,233,557 $7,407,508 Sl 7,206,896 $13,143,140 S13,143,140 57 2073 CPI w/ Cap -- $71,845,323 Sl2,257, 726 - $0 $7,414,396 S7,592,696 $17,637,069 $13,471,719 $13,471,719 58 2074 CPlw/Cap - $73,641,456 $12,564,169 $0 $7,599,756 $7,782,513 $18,077,596 Sl3,808,512 $13,808,512 59 2075 CPl w/Cap . $75,482,492 $12,878,273 ;,!
_, $0 $7,789,750 $7,977,076 $18,529,945 $14,153,724 $14,153,724 60 2076 CPI w/C.ip $77,369,555 $13,200,230 $0 $7,984,493 $8,176,503 $18,993,194 $14,507,567 $14,507,567 61 2077 ·- 10".-' $85,106,510 $14,520,253 $0 $8,782,943 $8,994,153 $20,892,514 $15,958,324 $15,958,324 62 2078 CPl w/Cap $87,234,173 $14,883,259 $0 $9,002,516 $9,219,007 $21,414,826 $16,357,282 $16,357,282 63 · 2079 CPl w/Cap - $89,415,027 $15,255,340 $0 $9,227,579 $9,449,482 $21,950,197 $16,766,214 $16,766,214 64 2080 CPI w/Cap $91,650,403 $15,636,724 $0 $9,458,269 $9,685,719 $22,498,952 $17,185,370 $17,185,370 65 2081 ... CPI w/Cap -· $93,941,663 $16,027,642 . $0 $9,694,725 $9,927,862 $23,061,426 $17,615,004 $17,615,004 66 2082 CPI w/ Cap $96,290,204 S16,428,333 so $9,937,093 $10,176,059 $23,637,961 $18,055,379 $18,055,379 67 2083 CPI w/ Cap $98,697,460 $16,839,041 ' $0 $10,185,521 $10,430,460 $24,228,910 . $18,506,763 · Sl8,506, 763 68 2084 CPI w/ Cap $101,164,896 $17,260,017 $0 $10,440,159 $10,691,222 S24,834,633 $18,969,433 $18,969,433 69 2085 CPIW/Cap $103,694,018 · $17,691,518 $0 $10,701,163 $10,958,502 $25,455,499 $19,443,668 $ 19,443,668 170 2086 3.3.2(c) Adj $114,775,068 $19,460,670 $0 $11,771,279 $12,766,000 S28,00l,049 $21,388,035 $21,3a0,035 I . 71 2087 CPl w/Cap $1.17,644,445 $19,947,186 $0 - $12,065,561 $13, BS,150 $28,701,075 $21,922,736 $21,922,736 72 2088 CPI w/ Cap - $120,585,556 $20,445,866 $0 $12,367,200 $13,412,279 $29,418,602 $22,470,805 $22,470,805 73 ·: 2089 CPI w/Cap $123,600,195 $20,957,013 $0 $1i,676,380 $13,747,586 $30,154,067 $23,032,575 $23,032,575 74 2090 CPI w/Cap $126,690,200 $21,480,938 $0 $12,993,290 $14,091,275 $30,907,919 $23,608,389 $23,608,389 75 ... 209i CPI w/Cap ··-·· $119,857,455 -$22,017,962 $0 $13,318,lli $14,443,557 $31,680,617 $24,198,599 $24,198,599 76 2092 CPI w/Cap $133,103,891 $22,568,411 $0 $13,651,075 $14,804,646 $32,472,632 $24,803,564 $24,803,564 77 2093 -CPI w/_ Cop - $136,431,488 $23,132,621 so $13,992,352 $15,174,762 $33,284,448 $25,423,653 $25,423,653 78 2094 CPI w/ Cap. $139,842,275 $23,710,936 $0 $14,342,160 $15,554,131 S34,116,559 $26,059,244 $26,059,244 79 2095 CPlw/ Cap $143,338,332 $~4,303, 710 . $0 $14,700,714 $15,942,985 $34,969,473 S26, 710,725 $26,710,725 80 2096 - 10% $157,672,166 $26,734,081 $0 $16,170,786 S17,537,283 $38,466,420 $29,381,798 $29,381,798 81 2097 CPI w/Cap - $161,613,970 $27,402,433 $0 $16,575,056 $17,975,715 $39,428,081 $30,116,343 $30,116,343 82 2098 CPlw/Cap - $165,654,319 $28,087,494 $0 $16,589,432 $18,425,108 $40,413,783 $30,869,251 $30,869,251 83 2099 CPI w/Cap - $169,795,677 $28,789,681 $0 $17,414,168 $18,885,736 $41,424,128 $31,640,982 $31,640,982 84 2100 CPl w/Cap - $174,040,569 $29,509,423 $0 $17,849,522 $19,357,879 $42,459,731 $32,432,007 $32,432,007 85 2101 CPI w/Cap , - - $178,391,583 $30,247,159 · So $18,295,760 Sl9,841,826 $43,521,224 $33,242,807 $33,242,807 86 2102 CPl w/Cap --- S182,851,373 $31,003,337 so $18,753,154 $20,337,872 $44,609,255 S34,073,877 $34,073,877 87 2103 CPlw/Cap $187,422,657 $31;778,421 $0 $19,221,983 $20,846,319 S45,724,486 $34,925,724 . $34,925,724 88 2104 CPI w/ Cap - $192,108,223 $32,572,881 $0 $19,702,532 $21,367,477 S46,B67,598 $35,798,867 $35,798,867 89 2105 CPI w/ Cap - S196,910,929 $33,387,203 $o $20,195,096 · $21,901,664 $48,039,288 $36,693,839 $36,693,839. 90 2106 10% $216,602,022 $36,725,924 $0 $22,214,605 $24,091,830 $52,843,217 $40,363,223 $40,363,223 91 2107 CPI w/ Cap ..
·- $222,017,072 $37,644,072 $0 $22,769,970 $24,694,126 $54,164;297 . S4i,372,304 $41,372,304 92 2108 CPI w/ Cap $227,567,499 $38,585,174 $0 $23,339,220 $25,311,479 S55,518,405 $42,406,611 $42,406,611 93 2109 CPI w/ Cap $233,256,687 $39,549,803 Sb $2:l,9n,700 $25,944,266 $56,906,365 $43,466,777 $43,466,777 94 2110 ~.~I w/ Cap $239,088,104 $40,538,548 $0 $24,520,768 $26,592,872 $58,329,024 $44,553,446 $44,553,446 95 . 2111 CPI w/ Cap ;
•. ·. l,
$24S,065,306 $41,552,012 $0 $2.5,133,787 S27,257,694 $59,787,250 $4S,667,i82 $45,667,282 96 2112 CPI w/ Cap . $251,191,939 $42,590,812 so SZS,762,132 $27,939,137 $61,281,931 S46,808,964 $46,808,964 97 2113 CPI w/Cop $257,471,738 ' $43,655,582 .. $0 $26,406,185 , $28,637,615 $62,813,979 $47,979,188 $47,979,188 98 2114 CPI w/ Ca_p $263,908,531 $44,746,972 $0 $27,066,339 s2s,3s3:ss5 $64,384,328 $49,178,668 $49,178,668 99 2115 CPI w/Cap $270,506,244 $45,865,646 $0 $27,742,998 $30,087,394 $65,993,937 SS0,408,135 $50,408,135 Notes
All numbers are illustrative, representing a specific scenario. Actual numbers may vary 1 see Table 3B for more detailed calculations of Base Rent Adjustment in the 45th Project l ease Year 2 ~e Table 3C for more detailed calculations of 8ase Rent Adjustment In the 70th Project tease Year
TABLE 3B
Reference Per
LINE ODA Exhibit G-2
Exhibit I
Examples of Calculations of Base Rent Escalations
(for illustrative purposes only)
Base Rent Adjustment In the 45th Project Lease Year Phase 2-7 DDA Exhibit G-2 Section 3.3.2
Aggregate
Total Phase 2-7 Phase 2 Phase2A
Premises overview , tllu.strative . , ,•
1 3.3.2(a)(ii) Allowed Square Footage 8,291,400 1,419;800 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 Pa reef Fee Fair Market Value in Year 45 $1,576,800,000 $230,933,333 NA 5 landAaes : 197.1 28$ ' "NA
6 Per Acre $8,000,000 $8,000,000 NA
7 Per land Square Foat $183.65 $183,65 NA
Phase 3 Phase 4 Phase 5 Phase 6 Phase 7
,. I. 1:1
1,419,800 1,419,800 1,440,000 1,296,000 1,296,000
$11~.000,000 $150,000,000 s100,ooo.900 $100,000,000 $100,000,000 $123.26 $10S.6S $69.44 $77.16 $77.16
. . . ~ . I ·- ;...·.; .. $230,933,333 $230,933,333 $396,800,000 $243,600,000 $243,600,000 , -· ZfJ..9, 28.9 49.6 30.5 30.S .,..
$8,000,000 $8,000,000 $8,000,000 $8,000,000 $8,000,000
$18i65 $183.65' $183.65 ... $183.65 $183.65
Base Rent Adjustment in the 45th Project Lease Year "DOA Exhibit G~2 Section,3,3.2 b) • 1The Great¢of Llnes.1~, 18, ancflO• ·,11:_ · ,-;t, J ·., ' 1 ;! ·1 !,•1d1 I '.,j,, !+ '" --- I I i' I ~- ',\ '\ ffitl>.1 : ,,, ft[',\ '•j,<it ,).,ic,H(., 8 3.3.2(b)(i) Llne4 Divided by Line 1 I ;
9 Cap Allowed Fair Market Value of $200
10 The Lesser of Line 8 and Lin·e 9
11 Line 3 Premium Costs Per Allowable5quare Footage
12 Line 10 Less Line 11 I
- 13 Multiple Line 12 by 6.5%
1-!:
14 3.3.2(b)(ii) Line 1 Allowed Square Footage allocated to Premises 15 Aggregate Project Allowed Square Footage
16 Line 14 Divided by Line 15
17 $30,000,000 multiplied by Line 16 (1)
18 Line 17 Divided by line 1
19 3.3.2(b)(iii) Base Rent For Year 44
20 Line 19 Divided by Line l
21 rhe Greatest of lines 13, 18, and 20 .
22 Base Re nt Year 45 • Line 1 Multiplied by Line 21
Notes
All numbers ore illustrative, representinQ o 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 ,. $16i'.6S
$200.00
.. $162.65
$123.26
. " ~39.40
$2.56
1A19,800
8,291,400
0.1712
s~,n1;1.39 _ $3.62 .. .. ' - $8,492,874
$5.98
$5.98
$49,778,671 $8,492,874
NA $162.65 $162.65 $275.56 $187..96 ., $187.96
NA $200.00 $200.00 $200.00 $200.00 $200.00
.NA $162.65 $162.65 $200.00 .: .. $187.96 $187.96
NA $123.26 $10S.6S $69.44 $77.16 $77.16
. NA $39.40 $57.00 . .' $1~.0,56' . $110.BO -- $110.80
NA $2.56 $3.71 $8.49 $7.20 $7.20
..
NA 1,419,800 1,419,800 1,440,000 1,296,000 1,296,000
NA 8,291,400 8,291,400 8,291,400 8,291,400 8,291,400
NA 0.1712 0.1712 0.1737 0.1563 0.1563
NA $5,137,130 $5,137,130 $5,210,218 $4,689,196 $4,689,196 NA $3.62 $3.62 $3.62 $3.62 $3.62 ·• :
; .. .
NA $2,595,927 $2,570,576 $2,423,015 $2,826,851 $2,646,960 :1 NA $1.83 $1.81 $1.68 $2.18, $2.04
NA ,$3.62 $3.71 $8.49 $7.20 ., 1,. . $7.20 I
$0 $S,137,130 $5,260,657 $12,220,000 $9,334,000 $9,334,000 TABLE 3C Exhibit I
Examples of Calculations of Base Rent Escalations
(for illustrative purposes only)
Base Rent Adjustment in the 70th Project Lease Year Phase 2-7 DOA Exhibit G-2 Section 3.3.2
Reference Per Aggregate
LINE DOA Exhibit G-2 Total Phase 2-7 Phase 2 Phase 2A Phase 3 Premises Overview - Illustrative . ·t, , ,~"- •1:._!, ·.: ... !-;:l .;;;• 1 3.3.2(a)(ii) Allowed Square Footage ., •
: 8,291,400 · 1_,419,800 NA • . 1,419,800 .. .,
2 3.3.2(a)(I) Premium Costs $800,000,000 $11s,ooo;ooo •· . NA'. $175,000,000 3 Premium Cnsts Per A/lawed Square Footage $96.49 $123.26 NA $123.26 ,. :
- : .: 4 Exhibit H Airspace Parcel Fee Fair Market Value in Year 70 $2,365,200,000 $346,400,000 NA $346,400,000 ··-... ,., ... - . s Land Acres 197.1 ' 28.9 NA 28.9 : ., 6 Per Acre $12,000,000 $12,000,000 NA $12,000,000
7 Per Land Square Foat ; $275.48 . ' ·•1·• $275.48 $275.48 .:,R\. . .. NA .. : .. .. , R•:
Base Rent Adjustment In the 45th Project lease'Year ·1 , ,!)r;>'.A Exhibit Gc2 Section 3.3!2(b) ~-. TheGreaterofllnes'l3;-and 16 ' ·\ •l•.Jlc .. . U,il••••:., ', l,F , . ,. 8 3.3.2(c)(iJ Line 4 Divide d by Line 1 ., $243.98 ·: .. t:lA $243.98 ' . ... ... -: . ' 9 Cap Allowed Fair Market Value of $350 $350.00 NA $350.00 . ' : 10 The Lesse r of Line 8 and Line 9 ' : $243.98 NA · $243.98 11 Line 3 Premium Costs Per Allowable Square footage $123.26 NA $123.26 12 Line 10 Less Line 11 I $120.n NA ' $120.72
13 Multiple Line 12 by 6.5% $7.85 NA $7.85
. , , . ! '
14 3.3.Z(b)(ii) Base Rent For Year 69 $17,691,518 NA $10,701,163 •· 15 Line 14 Divided by Line 1 . $12.46 NA $7.54
16 Multiple Line 15 by 110% $13.71 NA $8.29
.. 17 rhe Greater of Lines 13, and 16 $13.71 NA $8.29
18 Base Rent Year 45 - Line 1 Multiplied by Line 17 $114,775,068 $19,460,670 '•• $0 $11,771,279 '
Notes
All numbers are Illustrative, representing a specific scenario. Actual numbers may vary Phase4 Phase 5 Phase6 Phase 7
.,:
1,419,800 1,440,000 1,296,(!00 1,296,000
$150,000,000 $100,000,000 $100,000,000 $100,000,000
$105.65 $69.44 $77.16 $77.16
:
$346,400,000 $595,200,000 $365,400,000 $365,400,000
28.9 49.6 30,5 30.5
$12,000,000 $12,000,000 $12,000,000 $12,000,000
. $275:48 , $275.48 $275.48 : $275.48 : ..
\)·!·' ~- ; 'i : \ .. . . ·' ' ., ' ,, ,ri,i ,. ' ... . ,. $243.98 $413.33 .. $281.94 $281.94 , -..
$350.00 $350.00 $350.00 $350.00 '. ' $243.98 . $350.00 $281.94 $281.94 $105.65 $69.44 $77.16 $77.16
$138.33 · . $280.56 $204.78 $204.78
$8.99 $18.24 $13.31 $13.31 ..
$10,958,502 $25,455,499 $19,443,668 $19,443,668
$7.72 $17.68 $15.00 $15.00
$8.49 $19.45 $16.50 $16.50
$8.99 $19.45 $16.50 $16.50 I
$12,766,000 $28,001,049 $21,388,035 $21,388,035
EXHIBIT J
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").
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.
b. BUSINESS AUTOMOBILE LIABILITY POLICY ("BAL").
C.
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.
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:
EXIIlBIT J
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 "Bl"); one million ($1,000,000) dollars policy limit BI by disease; and, one million ($1,000,000) dollars each employee Bl 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. 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); b. General Aggregate The general aggregate limits shall provide coverage at least as broad as Insurance Services Office (ISO) Endorsement CG 2503, or insurer's equivalent (CGL);
c. 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
d. 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 (10) days' notice for non-payment of premium (CGL, BAL, WC/EL &PL).
2 EXHIBITJ
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 evidence 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 Pianning & Inspection
1500 Warburton Avenue
Santa Clara, California 95050
102099864.1
3 EXHIBIT K
FORM OF RECOGNITION AGREEMENT
RECOGNITION, NON-DISTURBANCE AND ATTORNMENT 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 pmiies 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 confinn 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 pe1mit
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 swch 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 Un-ited 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) Tf to Tenant:
Attention: ___ _
With a copy to:
Attention: _ __ _
(b) If to 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 sl).all 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 SANTA 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 SANTA 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 PENAL TY 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: -----------
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.
ST A TE 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 aclmowledged 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.
T 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
I 02098746.3
Tfto City:
City of Santa Clara
15 00 Warburton A venue
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 '
lf to Tenant:
Attn: ~-----~
With a copy to:
Attn: ~-----~
102100273.1
EXHIBITL
NOTICE PARTIES
EXHIBITM
PRE-APPROVED ARBITRATORS LIST
Bruce Belding: http://www.thecca.net/profi1e/bruce-be1ding Brad Bening, Esq. - http://wsblaw.net/Brad%20Bening%20Mediationpage%20FINAL.pdfHon.
Joseph Biafore, Jr. (ret.) - http://www.jamsadr.com/biafore/ Zela Claiborne, Esq.: http://www.jamsadr.com/claiborne/ 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://www.jamsadr.com/william-martin/
EXHIBITN
FORM OF MEMORANDUM OF GROUND LEASE
RECORDING REQUESTED BY
AND WHEN RECORDED MAJL TO:
(Space above this line for Recorder's use only)
MEMORANDUM OF GROUND LEASE
(CITY PLACE SANT A CLARA - PHASE [ ])
TIDS 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 iri the Lease.
NOW, THEREFORE, City and Tenant declare as follows:
1. 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, 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, 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 qf 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 Par~el 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 Tmprovements 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.]
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 ofno further force or effect following the date upon which the Term of the Lease (as defmed 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 1ntentionally 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:
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.
STATE 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 [ ])]
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 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.
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 PENAL TY 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
ExhibitB
Landfill Parcel
[To be attached upon execution]
B-1
EXHIBITH
MINIMUM REQUIREMENTS FOR MASTER CC&Rs
As a condition of approval for the first Final Map for the Project, Developer shall submit to City staff, and obtain administrative approval of, the Master CC&Rs in accordance with Section
6.2.l(c) of the DDA. The Master CC&Rs shall contain at a minimum the provisions set forth in this Exhibit H. Defined terms used but not defined below shall have the meanings set forth in theDDA.
Declarant: Related Santa Clara, LLC or its successor and assigns as Master Developer under the DDA ("Master Developer").
Property: The Airspace Parcels and the Tasman Parcels, as defined in the DDA (collectively, the "Property"). City will consent to recordation of the Master CC&Rs that are consistent with these minimum requirements on property owned by City and any other Airspace Parcels to be transferred to any third party. In addition, as described in Section 1.2.1 of the DDA, each Final Map will identify the Building parcels that are anticipated to be divided into and operated as separate condominium projects (each, a "Building Parcel").
Master Owners' Association and Condominium Owners' Associations: The Master CC&Rs shall designate a master owners' association (the "Master Owners' Association") comprised of the ground lessee or owner of each individual lot or condominium unit (but not including the City) within the portion of the Property covered by such Master CC&Rs. The Master CC&Rs will contemplate that each of the Building Parcels will also be subject to a Condominium Declaration of Covenants and Restrictions ("Condominium CC&Rs") to be recorded against each of the Building Parcels that will designate a condominium association (each, a "Condominium Owners' Association") comprised of the ground lessee or owner of each individual lot or condominium unit (but not including the City) within the portion of the Property covered by the Condominium CC&Rs.
Governing Documents: Master Developer shall record one overall set of Master CC&Rs, and such other annexations, declarations, public use easements and/or other instruments governing the common use, maintenance and obligations associated with the Property (collectively, the "Governing Documents") and may record one or more separate sets of Governing Documents against the commercial portions of the Property and the residential portions of the Property. City shall cooperate and approve the recordation of the Governing Documents in such form as is reasonably Approved by the City Manager in consultation with the City Attorney. The Master CC&Rs shall specify that they shall become applicable to each Phase in accordance with Section
6.6.2 of the DDA.
Easements, Operating Covenants and Use Restrictions. The Governing Documents will include the following: descriptions of the separately-held interests in the Property; descriptions of the reciprocal, joint use, non-exclusive, and exclusive easements between and among the holders of interests in the Property; covenants for collective management, administration, 102075625.4
operation, maintenance, repair, replacement and reconstruction of the common areas; the formation and operation of the Master Owners' Association; certain covenants and restrictions relative to the use of the easement areas, the Building Parcels and condominium projects and units located therein (including, without limitation, permitted and prohibited uses, signage and parking, consistent with the terms of the Master Community Plan); and provisions regarding insurance, damage and destruction and other matters pertaining to the Project.
Transportation Management Association: The Master CC&Rs [and/or the applicable Condominium CC&Rs] shall include the obligation to establish and maintain at all times during the Term of the Master CC&Rs a Transportation Management Association that shall operate in accordance with the requirements of Mitigation Measure TRA-1.1 in the MMRP.
Other Mitigation Measures: The Master CC&Rs [and/or the applicable Condominium CC&Rs] shall require compliance with Mitigation Measures that are applicable to the Project overall (i.e., not allocable to specific Phases).
Parking: The Master CC&Rs and/or the applicable Condominium CC&Rs will establish reciprocal easements and reasonable restrictions governing the use of common parking facilities, including those common parking facilities to be constructed within the Building Parcels. Such reciprocal easements and reasonable use restrictions shall, include any provisions as reasonably requrred to implement Section 5.5 of the DDA (Parking and Access).
Relationship to Landfill Operation and Management Agreement. Unless documented in a separate agreement at City's election, the Master CC&Rs may incorporate applicable provisions of the Landfill Operation and Management Agreement including the imposition of environmental restrictions as required by applicable Governmental Authorities. Such provisions will address the Master Owners' Association, Condominium Owners' Association and Building Parcel owners responsibility for compliance with the applicable obligations of the Developer under the Landfill Operation and Management Agreement and will include a funding mechanism therefor. Without limiting the foregoing, the Master CC&Rs shall assign to the Master Owners' Association the obligation for payment of the Annual Landfill Costs to the City, including a mechanism for the funding of such obligations from Master Owners' Association members.
Maintenance and Repair. The Master CC&Rs will provide for the ownership of the privately maintained Infrastructure, or "common area", by the Master Owners' Association, the applicable Condominium Owners' Association or the owners of each individual lot or condominium unit as tenants in common, as appropriate in each case, and will require the applicable Master Owners' Association, Corn;iominium Owners' Association or other owner to be responsible at no cost to the City for the ongoing operation, maintenance and repair (including necessary replacements) associated with (i) the privately-owned Infrastructure (including streets, public open space and parks) within the Project Site that will be reserved in the Governing Documents as "Common Easement Areas" for the non-exclusive use, enjoyment and benefit of the Building Parcel owners, condominium owners and/or other holders of interests, and (ii) any publicly-owned Infrastructure by mutual agreement with the City.
I 02075625.4 2
Funding and Other Responsibilities: The Governing Documents shall describe the various relationships between the City, Master Developer and its successors, including the Master Owners' Association, the Condominium Owners' Associations and individual property owners regarding payments for funding the Master Owners' Association obligations and detailing the Master Owners' Association's responsibility for the public use, maintenance and repair (including necessary replacements) of the Infrastructure covered by each final map (other than Infrastructure to be dedicated to City except to the extent mutually agreed by City and Master Developer. The Governing Documents shall require that each Master Owners' Association and Condominium Owners' Association distribute to its constituent property owners on an annual basis (i) an annual budget of the applicable Master Owners' Association or Condominium Owners' Association, and (ii) a reserve study performed by the applicable Master Owners' Association and/or Condominium Owners' Association. The Governing Documents will include procedures reasonably necessary to assure that the annual budget (including reserves) will be adequately funded. Such measures will include providing the Master Owners' Association with the right and obligation to assess its members for the reasonable cost of the Associations' maintenance, repair and public services obligations, the right to lien the property of any member who defaults in the payment of an assessment and the obligation to diligently pursue all reasonable actions permitted by law as necessary to collect delinquencies.
Construction Covenant: The Master CC&Rs will include a covenant requiring the construction of all buildings to be prosecuted diligently and continuously, and further requiring the owner of any work of construction that is left in an unfinished state for a substantial period of time, but in no event more than one hundred twenty (120) consecutive days or a total of one hundred and eighty (180) days, to take reasonable measures to protect public health and safety, protect the building structure from the elements and screen unsightly elements from view (such as fencing, painting or attractive screens or coverings). The Master CC&Rs shall provide the Master Association thereunder with an obligation to diligently pursue all reasonable actions permitted by law as necessary to enforce this construction covenant, including a right of entry and a right to impose special assessments to recover any costs expended in connection with the enforcement thereof.
Indemnities. The Governing Documents shall indemnify City as to any Claims or costs and expenses incurred by City as a result of Master Owners' Association's or Condominium Owners' Association's (as applicable) or their successors' failure to comply with its maintenance and repair obligations, except to the extent of the negligence or willful misconduct of the City or to the extent that such actions are undertaken by the City and reimbursed to the extent permitted under the applicable Ground Lease. Each set of Master CC&Rs and Condominium CC&Rs shall require the Master Owners' Association or the Condominium Owners' Association (as relevant) and their successors to obtain and maintain comprehensive general liability insurance with the City identified as an additional insured on the insurance policy in amounts not less than the minimum coverage amounts required under the DDA.
Term. The Master CC&Rs shall provide for a minimum term of ninety-nine (99) years with ten (10) year automatic renewals, but in no event shall the Master CC&Rs expire earlier than the expiration date of the last Ground Lease to be Taken Down under the DDA. City, at its option, shall have the right to void the CC&Rs at the expiration ·of the last Ground Lease subject to 102075625.4 3
providing any existing tenancies or owners within the Project Site in lawful occupancy beyond the term thereof with equivalent rights to protect access, use and maintenance of common areas and rights and obligations related to the landfill.
City as Third-Party Beneficiary. The City shall be a third party beneficiary to all Governing Documents and shall have the right, but not the duty, to enforce the Governing Documents against the Master Developer and its successors, including the Master Owners' Association, the Condominium Owners' Associations and individual property owners, as applicable, and to receive copies of all information and documentation that are sent to all of the owners oflots and units pursuant to the requirements of the Governing Documents or required by law related to the ongoing operation, maintenance and repair (including necessary replacements) of the "common area" as provided therein, including without limitation, copies of (i) the annual budget of the relevant Master Owners' Association or Condominium Owners' Association when it is distributed to the property owners, and (ii) a copy of the reserve study perfonned by the relevant Master Owners' Association or Condominium Owners' Association when it is distributed to the property owners. No Governing Documents may be amended or otherwise modified without City's Approval.
Project Development and Maintenance Responsibilities. In accordance with Article 15 of the DDA, the Master CC&Rs shall set forth the obligations of the Master Owners' Association for the funding and/or responsibility for ongoing maintenance, repair and replacement of private and public streets and the Neighborhood Parks, and funding for police and fire services, all as established in accordance with the Project Documents.
102075625.4 4
Projected Timing
Construction Commencement
Opening
Proposed Program
Office
Retail/ Entertainment
Hotel
Residential
other IType(s):
Building GSF
Parking Spaces - Structure
Parking Spaces - Surface
Preliminary Development Cost [S.3.1 (I))
Non-Premium Costs
Hard Costs
Soft Costs
Total Estimated Non-Premium Costs
Premium Costs (Per Exhibit N)
Premium Offsite Development
Premium Onsite Development
Premium Landfill
Premium Engineering
Miscellaneous
Total Estimated Premium Costs
Total Estimated Development Costs
Projected Funding [S.3.1 (ii), (iii) & (iv)]
Total Debt lsource(s):
Total Equity lsource(s):
EXHIBIT I
DDA S.1.3 Financing Plan Template
Phase Summary
Phase ----- Parcel
-----
Prooosed Source(s) and Capital Costs to be Publicly Financed Source:
Source:
Source:
Source:
Prooosed Source(sl and Annual Ooerations to be Publicly Financed source:
Source:
Source:
Source:
I
I
Intended Source(s) and Projected Cost For Private Maintenance of Public Improvements Source:
Source:
Source:
Source:
Date:
Date:
SF
SF
Keys SF
Units SF
SF
SF
Spaces
Spaces
Total Amount:
Total Amount :
Total Amount:
Total Amount:
Total Amount:
Total Amount:
Total Amount:
Total Amount:
Tota I Amount:
Total Amount:
% ofTotal:
% of Total:
Total Amount:
Total Amount:
Total Amount:
Total Amount:
Tota l Amount:
Total Amount:
Total Amount:
Total Amount:
Total Amount:
Total Amount:
Total Amount:
Total Amount:
EXHIBITJ
Form of Permit to Enter
PERMIT TO ENTER
THE CITY OF SANT A CLARA, a chartered municipal corporation (the "City"), grants to [RELATED SANTA CLARA, LLC, a Delaware limited liability company][THIRDPARTY PHASE DEVELOPER], a-----~ ("Permittee"), a non-exclusive, non-possessory permit to enter upon certain City-owned or -leased real property (hereinafter referred to as the "Permit Area") located at __________ upon the terms, covenants and conditions hereinafter set forth in this Permit to Enter ("Permit").
1. Permit Area: The Permit Area ("Permit Area") is more particularly shown on Exhibit 1 hereto and made a part hereof. The Permit is non-exclusive and non-possessory, and is subject to the rights of ingress and egress by the City and others, who are authorized to access portions of the Permit Area.
2. Interim Use: The Permittee shall use the Permit Area to construct Infrastructure approved under the Infrastructure Master Plan ( as those terms are defined in the Disposition and Development Agreement dated as of _____ by and between City and Related Santa Clara, LLC [insert description of other uses as applicable] (the "DDA") and to facilitate the construction being performed by Permittee and its contractors and agents on nearby parcels ("Interim Use"). No uses other than those specifically stated herein are authorized hereby.
3. Time of Entry: Entry may commence, once the Permit is fully executed, on -------~ at 8:00 a.m. Entry shall terminate on [for Phases 1-3][December 31, 2024] at 5 :00 p.m., unless earlier terminated by the City under Section 10 hereof or earlier terminated by Permittee by cessation of activities/operations, or unless such time is extended by the City. City shall have the right to have its representatives present at any time when Permittee has entered the Permit Area.
4. Indemnification:
a. General Indemnification. Permittee shall reimburse, indemnify, defend and hold harmless ( collectively, "Indemnify" and in each case, an "Indemnification") the City and the commissioners, supervisors, elected and appointed officials, officers, employees, attorneys, contractors and agents of City and, as applicable, the partners, Affiliates (as defined in the DDA), members and owners, and the officers, partners, agents, employees and members of each of them (or of its successors or assigns) (each, a "City Party" and, collectively, the "City Parties") from and against all claims, demands, losses, liabilities, damage, liens, obligations, interest, injuries, penalties, fines, lawsuits or other proceedings, judgments and awards and costs and expenses (including reasonable attorneys' fees and costs, consultant fees and costs and court costs) of whatever kind or nature, known or unlmown, contingent or otherwise, including the reasonable costs to a City Party or City Parties, as applicable, of carrying out the terms of any judgment, settlement, consent, decree, stipulated judgment or other partial or complete termination of an action or proceeding that requires a City Party or City Parties, as applicable, to take any action ( collectively "Losses") arising from or as a result of, except to the extent such Losses are directly caused by the act or omission of a City Party: any of the Permittee's or its agents', servants', employees' or contractol'.s' operations or activities in or around the Permit J-J
EXHIBITJ
Form of Permit to Enter
Area, including, without limitation, (a) the death of any person or any accident, injury, loss or damage whatsoever caused to any person or to the property of any person that shall occur in or around the Permit Area to the extent caused by the act or omission of Permittee or its agents, servants, employees or contractors, or (b) any breach or default by Permittee in the performance or discharge of its agreements and obligations under this Permit. Permittee's Indemnification obligations under this Section 4 shall survive expiration or termination of this Permit. c. Other Remedies. The agreements to indemnify set forth in this Section 4 are in addition to, and in no way shall be construed to limit or replace, any other obligations or liabilities that Permittee may have to City under this Permit. d. Defense of Claims. City agrees to give prompt notice to Permittee (the "Indemnifying Party") with respect to any suit filed or claim made against City (or, upon City's discovery thereof, against any City Party that City believes in good faith is covered by any indemnification given by Permittee under this Permit) no later than the earlier of (a) ten ( 10) days after valid service of process as to any filed suit or (b) fifteen (15) days after receiving written notification of the assertion of such claim, which City has good reason to believe is likely to give rise to a claim for Indemnification hereunder by the Indemnifying Party. The failure of City to give such notice within such timeframes shall not affect the rights of City or obligations of the Indemnifying Party under this Permit except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnifying Party shall, at its option but subject to the reasonable approval by City, be entitled to control the defense, compromise or settlement of any such matter through counsel of the Indemnifying Party's choice; provided, that in all cases City shall be entitled to participate in such defense, compromise or settlement at City's own expense.
If the Indemnifying Party shall fail, however, in City's reasonable judgment, within a reasonable time following notice from City alleging such failure, to take reasonable and appropriate action to defend, compromise or settle such suit or claim, City shall have the right promptly to hire counsel to carry out such defense, compromise or settlement, and the reasonable expense of City in so doing shall be due and payable to City within fifteen (15) days after receipt by the Indemnifying Party of a properly detailed invoice for such expense. e. Limitations of Liability. It is understood and agreed that no City Party shall be personally liable to Permittee, nor shall any direct or indirect partners, members or shareholders of Permittee or its officers, directors, agents or employees (or of their successors or assigns) be personally liable to City, in the event of any default or breach of this Permit by City or Permittee or for any amount that may become due to Permittee or City or any obligations under the terins of this Agreement; provided, that the foregoing shall not release obligations of a Person that otherwise has liability for such obligations, such as (i) the general partner of a partnership that, itself, has liability for the obligation or (ii) the obligor under any security covering such obligation. Notwithstanding anything to the contrary set forth herein, the Indemnifications by Pennittee shall exclude any Losses relating to the Santa Clara All-Purpose Landfill, which shall be instead governed solely by Article Error! Reference source not found.4 of the DDA and any other applicable agreements. f. No Mechanics' Liens: Pennittee shall not permit any mechanics' or other liens to be levied against the Permit Area for any labor or material furnished to Permittee or J-2
EXIDBITJ
Form of Permit to Enter
claimed to have been furnished to Permittee or to Permittee's agents or contractors in connection with the Interim Use and Pennittee shall hold the City free and hannless from any and all Losses, cost or expense connected with or arising from any such lien or the futerim Use.
5. Hazardous Substance Acknowledgement and Indemnification:
a. Hazardous Substance Indemnification.
i. In addition to, and without limiting, the Indemnifications set forth in Section 4, Permittee shall Indemnify the City Parties from and against any and all Losses incurred by or asserted against any City Party in connection with, arising out of, or in response to, or in any manner relating to:
1. Permittee's breach of any obligation under this Permit with respect to Hazardous Substances;
2. Permittee' s violation of any obligation under this Permit with respect to its compliance with Environmental Laws on or relative to the Permit Area;
3. Any Release or threatened Release of a Hazardous
Substance, or any condition of pollution, contamination or Hazardous Substance-related nuisance on, under or from real property at the Permit Area (including any Public Improvements) to the extent the Release, threatened Release, condition, contamination or nuisance was caused, contributed to, or exacerbated by Pennittee on any portion of the Penn it Area; provided, that this clause 3 shall not apply as to a City Party to the extent such violation, Release, threatened Release, condition, contamination or nuisance commenced or was created by or caused, contributed to or exacerbated by such City Party.
Permittee's obligations under Section 5.a, and its indemnities contained elsewhere in this Permit, shall: (I) apply regardless of the availability or amount of insurance proceeds; and (2) survive the expiration or other termination of this Permit. However, if it is reasonable to assert that a claim for Indemnification under this Section 5 is covered by a pollution liability insurance policy, pursuant to which such City Party is an insured party or a potential claimant, then City shall reasonably cooperate with Permittee in asserting a claim or claims under such insurance policy or indemnity but without waiving any of its rights under this Section 5.a. Permittee specifically acknowledges and agrees that it has an immediate and independent obligation to defend the City Parties from any claim that may reasonably fall or is otherwise detennined to fall within the indemnification provision of this Section 5.a5.i, even if the allegations are or may be groundless, false or fraudulent. Pennittee's obligation to defend under this Section 5.a shall arise at the time such claim is tendered to Permittee and shall continue at all times thereafter.
Notwithstanding the foregoing, if a City Party is a named insured on a pollution liability insurance policy obtained by Permittee, such City Party will not seek indemnification from Permittee under this Section 5.a unless it has asserted and diligently pursued a claim for insurance under such policy and until any limits from the policy are exhausted, on condition that (i) Pennittee pays any self-insured retention amount required under the policy, (ii) Pennittee pays such City Party's costs and expenses (including attorneys' fees and expenses) of pursuing J-3
EXHIBITJ
Form of Permit to Enter
such claim, (iii) Permittee agrees to a tolling of any and all statutes of limitation relating to such City Party's right to seek indemnification under this Section 5 .a, and (iv) nothing in this sentence requires any City Party to pursue a claim for insurance through litigation prior to seeking indemnification from Permittee.
b. Hazardous Substance Acknowledgement: Permittee recognizes that, in entering upon the Permit Area and performing the Interim Use under this Permit, its employees, invitees, subpermittees, contractors and subcontractors may be working with, or be exposed to substances or conditions which are toxic or otherwise hazardous. Permittee acknowledges that the City is relying on the Perrnittee to identify and evaluate the potential risks involved and to take all appropriate precautions to avoid such risks to its employees, invitees, subpermittees, contractors and subcontractors. Permittee agrees that it is assuming full responsibility for ascertaining the existence of such risks, evaluating their significance, implementing appropriate safety precautions for its employees, invitees, subpermittees, contractors and subcontractors and making the decision on how (and whether) to enter upon the Permit Area and carry out the Interim Use, with due regard to such risks and appropriate safety precautions. c. Proper Disposal of Hazardous Substances: Permittee assumes sole responsibility for managing, removing and properly disposing of any waste produced during or in connection with Permittee's entry and/or Interim Use of the Permit Area including, without limitation, preparing and executing any manifest or other documentation required for or associated with the removal, transportation and disposal of Hazardous Substances to the extent required in connection with the Permittee's activities hereunder. d. Hazardous Substances: For purposes of this Permit, the term "Hazardous Substance" shall mean 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, PCB-containing 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. e. Environmental Laws: For purposes of this Permit, the term "Environmental Laws" shall include but not be limited to all federal, state and local laws, regulations, ordinances, and judicial and administrative directives, orders and decrees dealing with or pertaining to solid or hazardous waste, wastewater discharges, drinking water, air emissions, Hazardous Substance releases or reporting requirements, Hazardous Substance use or storage, and employee and community right-to-know requirements, related to the Interim Use.
J-4
EXHIBIT J
Form of Permit to Enter
f. Release: For purposes of this Permit, the term "Release" shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into the environment (including the abandonment or discarding of barrels, containers, and other closed receptacles containing any Hazardous Substance or pollutant or contaminant).
g. Soils Investigation: If the Interim Use under Section 2 of this Permit includes any soils investigations, then Permittee warrants as follows:
(1) If any soils investigation permitted hereby involves the drilling of holes having a diameter dimension that could create a safety hazard for persons, said holes shall during any drilling operations be carefully safeguarded and shall upon the completion of said drilling operations be refilled (and compacted to the extent necessary) to the level of the original surface penetrated by the drilling.
(2) The City has no responsibility or liability of any kind or character with respect to any utilities that may be located in or on the Permit Area. Permittee has the sole responsibility to locate the same and to protect the same from damage. Permittee shall be solely responsible for any damage to utilities or damage resulting from any damaged utilities. (3) All soils test data and reports prepared based thereon, obtained from these activities shall be provided to the City upon request and the City may use said data for whatever purposes it deems appropriate, including making it available to others for use in connection with any development. Such data, reports and City use shall be without any charge to the City.
( 4) Any hole drilled shall, if not refilled and compacted at the end of each day's operation, be carefully safeguarded and secured after the completion of each day's work, as shall the drilling work area and any equipment ifleft on the Permit Area.
6. Insurance: Permittee shall procure and maintain insurance coverages for the duration of the Permit, including any extensions, consisting of the types and coverage amounts required under Exhibit 2. The cost of such insurance shall be borne by the Permittee. City shall be named as an additional insured under the insurance policies. a. No Limitation on Indemnities. Permittee's compliance with the provisions of this Section shall in no way relieve or decrease Permittee's indemnification obligations herein or any of Permittee's other obligations or liabilities under this Permit. b. Lapse of Insurance. Notwithstanding anything to the contrary in this Permit, City may elect in City's sole and absolute discretion to terminate this Permit upon the lapse of any required insurance coverage by written notice to Pennittee. c. Permittee's Personal Property. Permittee shall be responsible, at its expense, for separately insuring Permittee's equipment and personal property~ J-5
EXHIBITJ
Form of Permit to Enter
d. Subpennittee: Permittee shall include all subpermittees and subcontractors as insureds under its policies or shall require each subpermittee and subcontractor to furnish separate insurance certificates and endorsements. All coverages for subpermittees and subcontractors shall be subject to all the requirements stated herein.
7. ''As Is", Maintenance, Restoration, Vacating: The Permit Area is accepted "AS IS" and entry upon the Permit Area by Permittee is an acknowledgment by Permittee that all dangerous places and defects in said Permit Area are known to it and are to be made secure and kept in such secure condition by Permittee. Permittee shall maintain the Permit Area so that it will not be unsafe, unsightly or unsanitary. Upon termination of the Permit, Permittee shall vacate the Permit Area and remove any and all personal property located thereon and restore the Permit Area to its condition at the time of entry. The City shall have the right without notice to dispose of any property left by Permittee after it has vacated the Permit Area. The City makes no representations or warranties, express or implied, with respect to the environmental condition of the Permit Area or the surrounding property (including without limitation all facilities, improvements, structures and equipment thereon and soil and groundwater thereunder), or compliance with any Environmental Laws, and gives no indemnification, express or implied, for any Losses arising out of or related to the presence, discharge, migration or Release or threatened Release of any Hazardous Substance in or from the Permit Area.
8. Compliance With Laws:
a. Compliance with all Laws: All activities and operations of the Permittee and/or its invites, agents, contractors, subcontractors, subpermittees and employees and all authorized entries, under this Permit shall be performed in a safe and reasonable manner and in full compliance with all applicable laws, rules, statutes, ordinances and regulations of all federal, state and local governmental authorities,, including but not limited to mitigation measures, if any, and the obtaining of all necessary governmental permits, authorizations and approvals. b. Nondiscrimination: The Permittee herein covenants for itself and for all persons claiming under or through it that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, gender identity, marital or domestic partner status, disability (including AIDS or HIV status), national origin or ancestry in the use, occupancy or enjoyment of the Permit Area.
9. Security of Permit Area: If the Permit Area is fenced, Permittee shall maintain said fence in good condition and repair any damage caused by Permittee or as a result of the Interim Use. Permittee may relocate the fence as needed, provided that the fence is restored to its original condition upon termination of the pennit. During the term of the Permit, the Permittee shall be solely responsible for keeping the Permit Area and all of its equipment and other property located thereon secure at all times, and City shall have no responsibility whatsoever in that regard.
10. Early Termination: If Permittee shall be in breach of any of its obligations under this Permit, City shall have the right to terminate this Permit if such breach has not been cured within forty-eight (48) hours after Permittee's receipt of written notice from City to do so.
J-6
EXHIBITJ
Form of Permit to Enter
Permittee acknowledges that this Permit gives Permittee a license only and notwithstanding anything to the contrary in this Permit, this Permit does not constitute a grant by City of any ownership, leasehold, easement or other similar property interest or estate whatsoever in the Permit Area, or any portion thereof. Upon the expiration or other termination of this Permit, Permittee shall promptly vacate the Permit Area, and shall remove all equipment, materials, trash, and other materials and property remaining thereon. In the event of termination due to a breach or threatened breach by Permittee of any provision hereunder, City may seek any remedy available at law or in equity, including but not limited to a suit for damages or an action for specific performance or injunction. All remedies provided herein or by law or equity shall be cumulative and not exclusive. ·No termination or expiration of this Permit shall relieve Permittee of its obligations to perform those acts required to be performed either prior to or after its termination.
11. Entry under Permittee Authority: The Permit granted Permittee for the Interim Use as defined in Section 2 shall mean and include all subpermittees, agents and employees of the Permittee_. In this regard, Permittee assumes all responsibility for the safety of all persons and property and any contents placed in the Permit Area pursuant to this Permit. All Interim Uses performed in the Permit Area and all persons entering the Permit Area and all property and equipment placed therein in furtherance of the permission granted herein is presumed to be with the express authorization of the Permittee.
12. Signs: Except for construction signs, temporary safety or warning signs, or any other signs approved by City, Permittee shall not place, erect or maintain any sign, advertisement, banner or similar object on the Permit Area.
13. No Assignment: This Permit is personal to Permittee and it may not be assigned or otherwise transferred, either in whole or in part, except in connection with a Consent Transfer, Permitted Transfer or Leasehold Mortgage to the extent permitted under the DDA.
14. Governing Law: This Permit shall be governed by and interpreted under the laws of the State of California.
15. Attorneys' Fees: In any action or proceeding arising out of this Permit, the prevailing party shall be entitled to reasonable attorneys' fees and costs.
16. Supplementary Provisions:
a. Is a fence and gate required? Yes D No D
Fence and Gate: If "Yes" is checked above, the Permittee shall, at its expense, erect a fence (with gate) securing the Permit Area before entry on the Permit Area and shall maintain said fence and gate in good condition and repair during the time of entry as specified in Section 3.
Said fence and gate erected by Permittee shall constitute the personal property of Pennittee. b. Is security personnel required? Yes D No D
J-7
EXIDBITJ
Form of Permit to Enter
Security Personnel: If "Yes" is checked above, Permittee shall provide necessary security personnel at its own expense to prevent unauthorized entry into Permit Area during:
Daytime: Yes D No D Nighttime: Yes D No D
C. Will subpermittees use the Permit Area? Yes D No D
Subpermittees: lf"Yes" is checked above, each subpermittee shall execute this Permit by which execution each such Subpermittee agrees to all of the terms, covenants and conditions hereof.
However, subpermittees may be covered under Permittee's insurance in lieu of obtaining and maintaining separate insurance pursuant to Section 6.e. As additional subpermittees are identified for various aspects of the Interim Use hereunder, they shall execute this Permit, if still valid, or a new permit to enter, before entering the Permit Area or commencing operations therein.
102027893.9
J-8
EXHIBITJ
Form of Permit to Enter
IN WITNESS WHEREOF, the parties hereto have duly executed this instrument in triplicate as ofthe ___ dayof _______ ,20_.
[PERMIITEE]
By: ____________ _
Name: -------------- Title: --------------
CITY
By:-------------
Name: -------------- Title: --------------
APPROVED AS TO FORM:
City Attorney
By:-------------
Name: -------------- Title:
EXHIBIT J
Form of Permit to Enter
Exhibit 1
MAP OF PERMIT AREA
[TO BE ATTACHED]
EXIIlBIT J
Form of Permit to Enter
Exhibit2
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.
b.
COMMERCIAL GENERAL LIABILITY INSURANCE POLICY ("CGL").
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:
I. Workers' Compensation insurance as required by the laws of the State of
EXHIBIT J
Form of Permit to Enter
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. 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);
b. General Aggregate The general aggregate limits shall provide coverage at least as broad as Insurance Services Office (ISO) Endorsement CG 2503, or insurer's equivalent (CGL);
c. Primary Insurance This policy shall be considered primary insurance with respect to any other valid and collectible insurance City may possess, including any selfinsured 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
d. 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 (10) days' notice for non-payment of premium (CGL, BAL, WC/EL & PL).
4. ABSENCE OF INSURANCE COVERAGE.
EXHIBITJ
Form of Permit to Enter
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.
5. 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 evidence 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 of Insurance 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
EXHIBITK
Form of Certificate of Completion
This document is exempt from payment of a
recording fee pursuant to California
Government Code Section 27383
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
City of Santa Clara
City Clerk's Office
1500 Warburton Avenue
Santa Clara, CA 95050
Recorder's Stamp
CERTIFICATE OF COMPLETION
WHEREAS, pursuant to that certain Disposition and Development Agreement (City Place Santa Clara) (as amended, the "Agreement") dated for reference purposes as of August 12, 2016 and recorded in the Official Records of the City of Santa Clara (the "Official Records") on ____ __) 2016 as Document No. ____ at Reel __ , Image __ . In accordance with the Agreement and the Ground Lease for Phase_, ____ , a ___ , is the Phase Developer of Phase_. Phase Developer undertook certain obligations to construct certain Initial Improvements on certain real property situated in the City of Santa Clara, State of California, which Initial Improvements are particularly described in Exhibit hereto (the "Completed Initial Improvements") and which property is more particularly described in Exhibit hereto (the "Property");
WHEREAS, capitalized terms used but not otherwise defined herein have the meanings set forth in the Agreement; and
WHEREAS, City has conclusively determined that the construction obligations of Phase Developer as specified in the Agreement with respect to the Completed Initial Improvements have been fully performed in accordance with the requirements of the Agreement [ with the exception of the following: -------~; and
WHEREAS, City's determination regarding the above construction obligations is not directed to, and City assumes no responsibility for, engineering or structural matters, latent defects, or compliance with building codes and regulations or Applicable Law regarding construction standards therefor; and
[WHEREAS, together with all previously issued Certificates of Completion with respect to the Property, City has conclusively determined that all of the construction obligations of Phase Developer under the Agreement with respect to the [ J have been fully performed;] NOW, THEREFORE, as provided in the Agreement, with respect to the Completed Initial Improvements and the Property, and subject to the foregoing provisions of this certificate, City does hereby certify that the Completed Initial Improvements have been fully performed and completed as set forth above [ except for the following_~---~ Nothing contained in this instrument shall modify in any other way any other provisions of the Agreement or any other provision of any documents incorporated in the Agreement, including the survival provisions contained therein.
Upon recordation of this Certificate of Completion, the provisions of the Agreement requiring construction and completion of the Completed Initial Improvements shall be deemed satisfied as set forth above [ except to the extent that this Certificate describes portions of the Completed Initial Improvements that have not been completed].
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, City has executed this Certificate of Completion as of ___ , 20_.
I 02129083 .2
EXHIBITL
PRELIMINARY TITLE REPORT
------------ strike-through means Disapproved Exceptions Circled exceptions means Initially Approved Exceptions
Order Number: 738093-.!
Page Number: 1
First American Title Company
National Commercial Services
1737 North First Street, Suite 500
San Jose, CA 95112
First American Title Insurance National Commercial Services 1737 N. First Street, Suite 500
San Jose , CA 95112
Phone: ( 408)451-7828
Escrow Officer:
Phone:
Email:
Property:
Carol M. Herrera
(408)451-7829
[email protected]
City Place, Lafayette Street, Santa Clara, CA
PRELIMINARY REPORT
In response to the above referenced application for a policy of title insurance, this company hereby reports that It Is prepared to Issue, or cause to be Issued, as of the date hereof, a Policy or Pollcles of Title Insurance describing the land and the estate or Interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said Policy forms.
The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said policy or policies are set forth in Exhibit A attached. 711e policy to be issued may contain an arbitration clause. When the Amount of Insurance Is less than that set forth in the arbitration clause, all arbitrab/e matters shall be arbitrated at the option of either the Company or the Insured as the exdus/ve remedy of the parties. Limitations on Covered Risks applicable to the CLTA and ALTA Homeowner's Policies oflltle Insurance which establish a Deductible Amount and a Maximum Dollar limit of Liability for certain coverages are also set forth in E~hibit A. Copies of the policy forms should be read. They are available from the office which issued this report, Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered, It is important to note that this preliminary report is not a written representation es to the condition of title and may not list all liens, defects, ;,nd encumbrances affecting title to the land.
This report (and any supplements or amendments hereto) Is Issued solely for the purpose of facilitating the Issuance of a policy of title insurance and no liability is assumed hereby. If it Is desired that liability be assumed prior to the Issuance of a policy of title Insurance, a Binder or Commitment should ti~ requested.
First American 77t/e Insurance Company
Order Number: 738093-!
Page Number: 2
Dated as of June 08, 2016 at 7:30 A,M.
The form of Polley of title insurance contemplated by this report is:
AL TA Extended Loan Policy
A specific request should be made if another form or additional coverage is desired. -ntle to said estate or interest at the date hereof is vested In:
City of Santa Clara
The estate or interest In the land hereinafter described or referred to covered by this Report is:
Fee simple
The Land referred to herein is described as follows:
(See attached Legal Description)
At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in said policy form would be as follows:
0)
General and special taxes and assessments for the fiscal year@:016 2:oi3 a lien not yet due or payable.
The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with .
Section 75 of the California Revenue and Taxation Code.
General and special taxes and assessments for the fiscal year@._lS.-.Ml~are exempt. If the exempt status Is terminated an additional tax may be levied.
An easement for public utilities and incidental purposes, recorded October 18, 1912 In Book 393 of Deeds, Page 331.
In Favor of:
Affects:
Pacific Gas and Electric Company
as described therein
An easement for public utilities and incidental purposes, recorded August 21, 1913 In Book 407 of Deeds, Page 298.
In Favor of: Pacific Gas and Electric Company
Affects: as described therein
First American 7itle Insurance Company
(J)
'\
Order Number: 738093-1
Page Number: 3
An easement for gas pipe line and incidental purposes, recorded November 5, 1931 as Book 586, page 516 of Official Records.
In Favor of:
Affects:
Pacific Gas and Electric Company, a California corporation as described therein
Terms and provisions contained in the above document.
An easement for gas pipeline and Incidental purposes, recorded November 24, 1931 in Book 592,
In Favor of:
Affects:
Pacific Gas and Electric Company, a California corporation as described therein
The terms and provisions contained in the document entitled "Joint Use Agreement" recorded May 02, 1988 In Book K520, Page 1137 of Official Records.
Document(s) declaring modifications thereof recorded February OS, 1992 in Book M035, Page 1868 of Official Records.
An easement for wires and crossarms for the transmission and distribution of electricity and incidental purposes, recorded April 9, 1936 as Book 768.J'age 191 and September 29, 1936 in Book 786, Page 426, both of of Official Records.
In Favor of: Pacific Gas and Electric Company
Affects: as described therein
An easement for publlc utilities and incidental purposes, recorded September 11, 1953 as §g.Q!s 27181..Page, s.12. of Official Records.
In Favor of: Pacific Gas and Electric Company
Affects: as described therein
An easement for sewer lines and pipes and incidental purposes, recorded April 17, 1957 in !3..QQ.~ 3777, Page 474 of Official Records.
In Favor of:
Affects:
City of Santa Clara, a municipal corporation
as described therein
An easement for Installation and maintenance of sewer lines and incidental purposes, recorded May 21, 1957 in Book 3802, Page 365 of Official Records.
In Favor of: City of Santa Clara, a municipal corporation Affects: as described therein
Abutter's rights of ingress and egress to or from State Highway 237 have been relinquished in the document recorded June 10, 1960 in Book 4820, Page 641 of Offlcial Records.
A waiver of any claims for damages by reason of the location, construction, landscaping or maintenance of a contiguous freeway, highway, roadway or transit facility as contained In the document recorded June 10, 1960 in Book 4820, Page 641 of Official Records.
First American Title Insurance Company
Order Number: 738093-.!
Page Number: 4
An easement for sewer lines and incidental purposes, recorded October 1i 1960 as Book 4954,
In Favor of:
Affects:
City of Santa Clara
as described therein
An easement for underground conduits and/or overhead wires, cables and fines, and for wire clearance purposes and incidental purposes, recorded October 23, 1967 as Book 7902, page 134 of Official Records.
In Favor of:
Affects:
City of Santa Clara
as described thereln
@ An easement for gas, oil and water pipe lines and Incidental purposes, recorded February 5, 1969 in Book 8425, Page 726 of Official Records.
In Favor of:
Affects:
The Pacific Gas and Electric Company
as described therein
An easement for pipelines, streets and utilities and incidental purposes, recorded April 26, 1973 ' as Instrument No. 4503719 in Book 0346, Page 667 of Official Records.
In Favor of: City of Santa Clara
Affects: as described therein
The locatlon of the easement cannot be determined from record Information. 18-:- Tl 1e faa:"1haftnelar"idites'"Withinihe-bot1nda1 ies 6flneflroftli Ba9stroreri~:e~m~ Area, as disclosed by the document recorded December 31J9,ZJ-a~08, Page 585 of Official Records. --
Document(s) declarlng_JJ100 Ions thereof recorded February 15, 2011 as Instrument No. ~j_!:jslr.Gfl"~;''.2011 as Instrument No. 21106523; and March 16, 2011 as Instrument Nos. ~-bb_l.J.JJ7~R~~jj_gf..gf--Qff-1€ial-Rec-er-cis.-'-
The terms and provisions contained in the document entitled "Instrument" recorded July l, 1974 as Instrument No. 4800146 In Book 0971, Page 104 of Official Records. By and between Southern Pacific Transportation Company and the City of Santa Clara.
The terms and provisions contained in the document entitled "A Resolution Dedicating Lands of the City of Santa Oara to Particular Public Uses" recorded October.!, 1974 as Instrument No . . 1.~_9.1_§}~ in ~gQ)s B111, P.i3-9~J. of Official Records. By City of Santa Oara.
An easement for slope purposes and Incidental purposes, recorded October 01, 1974 in Book B111, Page 31 of Official Records. --
In Favor of:
Affects:
City of Santa Clara
as described therein
•i!-b---AftY--tifteerffii-my-i1't'the-loeatiorrnhl--portlOITOttl'n!We~arrttne·ofihe~en---gfthe cite _to the deed to Santa Clara Valley Wat~ict.reGer<:led--:latyir,1"975as Instrument No. 5046606 In Book B498, Pag_Cc! __ ?§ __ .Qi..Of.fieiat"Records. The deed recorded in Book B498, Pag_~ __ ?_~ of Official Record~_~_ont.alnscfnerroneous legal description. Instead the Western boundary line of the.ra11d::S1iliu[d.ll.e..to .. too--cioods-t0-t.J:le--£at1t-a--Elar-a~alley....W.ate.1:.DJ.strklrficooied...Januar.v--8-;:--1-976 First American 77tle Insurance Company
Order Number: 738093-1
Page Number: 5
-es---lr-istr.wm~A-2Gok..B~ge 392 ot Ot6cia~G~d.J:ecorded Februacy,E,, l~nstrameaf rsJo:::i969fu8..io Bou~ 1288,J:ag~ 241 of Officia!J3.eco,r~.
The terms and provisions contained in the document entitled "Street or Highway Easement" recorded October 28, 1982 as Instrument No. 7503245 in Book HllO, Page 448 of Official Records.
The terms and provisions contained in the document entitled "Agreement" recorded November 21, 1984 as Instrument No. 8258862 In Book J059, Page 714 of Official Records. By and between Southern Pacific Transportation Company and the City of Santa Clara. 2-5.---T-erffls--efld131'\Wlsle~r.woo,,reea~lease=-datectJUffe'TI;-1~8~~cr Clara, a municipal corporation as lessor and All Purpose Landflll~Ay;crtallfornia partnership and Cambrian Energy Systems, a Califor_ni.a-limtte'apartnership as lessee, as disclosed by a Lease recorded February 22, 1985 in ____ 0k""J266, Pag~ __ §9.1. of Official Records, se recorded February 22, 1985 in Book J266, Page 705.
Defects, lie , ncumbrances or other matters affecting the leasehold estate, whether or not ~..1:Pf-t+ie-poblicTee6~-e-AQt.$f:lowr.i..f:[email protected]
~~_JJ:le..t~ITTS;-l'l'OViSlons-i!fl0-easeR-1eRl:{-Sj-.COAtai.Aoo.iA..tt:iliKloccm1eFifemTtfed "EasemenrA_J'.J[gellllaf1t By City and Agency" recorded May 15,.J..985...as:..Ir:istl'l:lmeflt-Ne;-841--lz-'7tli1T13ocil<J347,Page
2.J:95:i,t0ffidatRec.QJ:dS. : ----1
15d<limentCsJ·d~dads:iQ..meclifieatiefls-thereef-r~ed..AD1:ll1.1,J.29.8..as..Ios.b:.um~o7 J~Gi~-Recorns:- . .. · . . :-;
~E!-Eel'ffi6-a~i:GVlsim.cootaioed..i.t:[email protected]~1.1mer.iLeotitleq R~creatlan.F..eGllit:res'1("~ executed by and between Sports and Open Space Authority of the,City of San~.Glara,as · recreation facility lessee and SCCC Associates, a California general pa.!:1J)fil-stflp, as hotel lessee and consented to be the City of Santa Clara, recorded.May ~i-9BS;as Instrument No. 8411277 in -~9_9k J348, Page 1 of Official Records~ ____. ....
First Amendment thereof recorded De~~987 as Instrument No. 9524030 In Book K377, ~a.9~_6].~ of Official Records, S~Flct'Amendment thereof recorded April 21, 1998 as Instrument No. 14150277 of Official R -otas. First Supplement thereof recorded February 16, 2001 as Instrument No, 1556 of Official Records. ----.. ·-··- ., .. _., ....... .
The ter~ provisions contained In the document entitled "Non-Disturbance and Attornment Agreement" recorded December 2, 1987 as Instrument No. 9524032 in Book K377, Page 660 of pfffcial Recor.ds.... -
~-&.---T.er+rn;-af.lGl-w-0visi'el'lS-oMM"tlrlreeorded--leflse-Gttt:ed-Af)l'il Q;-l-9~§,e-y..ar.1d-betwe.eoJhe"7 Redevelopment Agency of the City of Santa Clara as lessor and SCCC Associate..s.,.-a-eJITfurnia general as lessee, as disclosed by a Memorandum of Leas~c;Qrd@a-Mcfyi6,1985 in Book J347, Page 2242 of Official Records. ________ __ -------------· ......----•-'
Defects, lieJl§, .. er:ie1::Jm15rances or other matters affecting the leasehold estate, whether or not sl:;i0wl:l--::g:ylhe_~ds are not shown herein. --··------- First American Title Insurance Company
Order Number: 738093-1
Page Number: 6
~----TI:i0-~0~1std=lt1•tl 1e"ff6cttmel'lt-eftfltfea-..!lfle~l~ttfl~s:i.J~{.tj!:!<:f'May 16, 1985_9~Jnst-ru ~269 in Book J348, Page 42 of Official Records. By and between TheCl1~~imisAt.Ag900/-Qf-tbe.Clt',l..af.Santa_cIara and sccc Assru:lares.
31. An easement for electric generation, transmission facilities and incidental purposes, recorded July 24, 1985 in Book J407, Page 615 of Official Records.
In Favor of: Pacific Lightning Energy Systems, a California corporation Affects: as described therein
The effect of a map purporting to show the land and other property, filed January 7, 1987 in Book 570, Pag_~--~ of Record of Surveys.
A lease elated AUgost 1-_~ST, executed by Redevelopment AgeHcy-oH'fl~~t-a~d Sports and Open Space Authority of the City of Santa Clara as l~r .. ar.H:1-Gity-of'S'anfa Clara as lessee, recorded August 06, 198~~,Page-'219of0fficial Records, Defects, lie,n.s~n~ other matters affecting the leasehold estate, whether or not ~e-pubtic-re~
An easement for electrical transmission lines, poles and incidental purposes, recorded September 17, 1987 as lnstrument No. 9435091 In Book K297, Page 246 of Official Records.
In Favor of: Pacific Gas and Electric Company, a California corporation Affects: as described therein
Terms and provisions contained In the above document.
Document(s) declaring modifications thereof recorded March 5, 2002 as Instrument No. 16140681 of Official Records.
34, The terms, provisions and easement(s) contained in the document entitled "Joint Use Agreement" recorded May 2, 1988 in Book K520, Page 1137 of Official Records.
Document(s) declaring modifications thereof recorded February 05, 1992 In Book M035, Pag~ 1868 of Official Records.
-A-lease-cl~"'March---:1-;-t9'89, exec□tea1JV"Cit9 Of Sar 1ta Clara-es-!€!SSor...a1:u:I..Spor-ts-ar-rd~· Space Authority of the City of Santa Clara as lessee, recorded March 01, 1 -as-IT'i'strument No. 10022823 In Book K862, Page 677 of Official Records.
Document(s) declaring modlficationLlb@r-e recorded July 21, 1983 as Instrument No. _12008608 of Official Recor~-----
~~-t~ncumbrances or other matters affecting the leasehold estate, whether or not . s wn..b¥-tt.ie-p.ub~~Gt-sbow.o..ber.s4:\,..._
36:----f"efflls-afle-j31'-0\Asi~f..ar-i-w:ir-eeer-eed1ea'S"Eraare 1v1arcl'i17i-989,-.. b.v. and between Sµoi:ts--at'lf:l'""" Open Space Authority of the City o~ Santa Clara~Jessoi:.-aAd-C--tty of Santa Clara, a municipal corporation as lessef.,_.a&--Qi.selosed ya Memorandum of Lease Agreement recorded March 01, ~-as-Irrsti'uine No. 10022824 In !309k_K862, Page 688 of Official Records. ~ =--= --............,...._..._ ______ _,, ,_....,.,.,,,<M" First American ntle Insurance Company
Order Number: 738093-.!
Page Number: 7
'fne-tel'fl'ltitA~sioA~oed..m tbe dae111nent..entitled...'.!AssigumeAt:--A§reement''leg)r.:eled March 01, 1989 as Instrument No. 10022825 in Book K862, Page 695 of Off~r~ Document(s) declaring modifications thereof recorded ~-9~rument No. 12008608 of Official Records. --------
------· .
Defects, liens, enc~br~:ther matters affecting the leasehold estate, whether or not shown~--prlb1lc records ;ue not shown herein. ,,~
An easement for pipe lines and incidental purposes, recorded February 5, 1992 as Book M035,
In Favor of:
Affects:
Pacific Gas and Electric Company
as described therein
Terms and provisions contained in the above document.
~-8.. _ _..Alease.-dat@(;Wl,ll3/~93;-e<eet:tffie-a~ar:it..i-Clara as lessGr-afle-0pefl-Spaee-A~ of the City of Santa Clara as lessee, recorded July 21, 1993 as Instrument N .2ecrsb09 in Book M896, Page 1981 of Official Records.
First Amendment to Site Lease recorded j;ebr- ry 16, 2001 as Instrument No. 15563486 of Official Records.' First Amendme~d~estated Site Leases recorded November 13, 2002 as Instrument No. 1661053 ef1'.:lrficial Records.
Def , ens, encumbrances or other matters affecting the leasehold estate, whether or not _wn by the public records are not shown herein.
39.,.,,.,. __ T .... er.ms-iilf.l~rovisioos4-er.i-lJ~oa:iedJ.ease.dategJyly 1, 1~,_py and between StLw.-.i.;;bDl"'ko-' Open Space Authority of the City of Santa Clara as lessor and City of Santa Clara as I , as disclosed by a Memorandum of Lease Agreement recorded July 21, 1993 as !J;)str ment No. 12008610 In Book M896, Page 1990 of Official Records. ~ First Amendment to Lease Agreement recorded Fe]21:t,1ffl1 16, 2001 as Instrument No. 15563485 of Official Records. First Amendment and ~t-at€d Lease Agreement recorded November 13, 2002 as Instrument No. 16610536 of cial Records.
The terms and provisigP ontained in the document entitled "Assignment of the Rights Under the Lease Agr~ertr recorded November 13, 2002 as Instrument No. 166105_3_7 of Official Records./
Dfil~iens, encumbrances or other matters affecting the leasehold estate, whether or not c'.'."sbown.b.'tJhe p1 1blic rea::u:ds..ar..e..AGt-61:iGWA-!:[email protected],..., - - Abutter's rights of Ingress and egress to or from State Highway 237 have been relinquished in the document recorded February 10, 1997 as Instrument No. J3607857 of Official Records.
First American Title Insurance Company
Order Number: 738093-.!.
Page Number: 8
4':-. --A""n~e~qs,.;e;-;m;;-;,e,.,n-"t"Plf'b._,r,.,,li'\l'l'lg';\'>r~I,erngirlre3<s~s~ail'fnrtr1JDcint•trmfr.>UH-n'i'ii'Ffffl!l~'nl1''1'Tl'l'iPrl-trrrrtt--n-1""t"l~- Instrument No. ~J..~ffift'icia!Records.
In F,avenJf:...-- Redevelopment Agency of the City of Santa Clara ~cts: as desi;i:ilmHhere· •
An easement for public utilities, Including public communication services and Incidental purposes, recorded September 25, 1998 as Instrument No. 14415534 of Official Records.
In Favor of: City of Santa Clara
Affects: as described therein
I'm easement shown or crea1catecforl tliemap filed or recorded February 15, 2o6TasJ~@~7; Page 1 of Maps ______ :,_--- For: ·taf'(~er, recyded water and incidental
---· Per the flied map, said easements shall be kept open and free from buildings, and structures of any kind excep~bttcutlllty structures, irrigation systems and appurtenances thereto and lawful fences. ~rlvate utility shall be placed In said easements except for purpose of crossing. Toe ~anta Clara shall have right of access for the purpose of maintaining, replacing, adding to / r P.maval of sald.f.aGIHties. .
44, '.Ule-tefffittflcl-provl51ons contained 1n the aocarnent-e1,Mt~ed..ueevet~ recorded February 16, 2001 as Instrumen_!J!Q.-15S6-34tl2of"Official Records, ---- Do•~ttS")cf"ec1aring -------- modifications thereof recorded July 3, 2006 as Instrument No . . !!3999226 ..af1l!Tu;!ril,Rai;g~ '
,1.5;---1=1,~ 111S, p,'tWisl0RS~d-@as;emQAt{~t-<,0A@lried-in-the-dcf"CUrriei'll:eiffitjfile,'~ .... AQJ:e6lmeF1t1' 1 ecorde-rtFe5ruary n>, 2001 as Instrum.eot.J.Jo..--JM€>3491:-ef'-0fficial~ett>ffl!,.
An easement for transmission of electric energy and communication and incidental purposes, recorded September 26, 2002 as Instrument No. 16502193 of Official Records.
In Favor of: Pacific Gas and Electric Company, a california corporation Affects: as described therein
Terms and provisions contained in the above document.
Terms and provisions of an unrecorded lease dated February 12, 2008, by and between City of Santa Oara, a chartered California municipal corporation as lessor and Ameresco Santa Clara LLc; a Delaware limited llablllty company as lessee, as dlsdosed by a Memorandum of Lease recorded February 101 2009 as Instrument No. 20126485 of Official Records.
Defects, liens, encumbrances or other matters affecting the leasehold estate, whether or not shown by the public records are not shown herein.
Toe effect of a document entitled "Resolution No. 10-7719, A Resolution of the Qty of Santa Clara, California, Granting Certain Portion of Real Property Owned by the City of Santa Clara Located at 5401 Lafayette Street to the City of Santa Clara for Use as an Underground Electric First American 77tle Insurance Company
Order Number: 738093-1
Page Number: 9
Easement [APN 97-01-073 (2008-09)]", recorded May 14, 2010 as Instrument No. 20712467 of Official Records. ----
An easement for public rlght-of-way and incidental purposes, recorded June 2, 2011 as Instrument No. 21195719 of Official Records.
In Favor of: the City of Santa Clara
Affects: as described therein
€~tmt.for: access and lncideotaLpui:pese!fl'&~ 29, 20l1....a,$,,I~o. 21605284 of Official Records. ___ ..--
In Fa~--------S~nta Clara Stadium Authority
Atf~~ as descrtbed therein
s1-. --'f'h"e terms ana-provlstons contained in tl'ii:! docarrren~~~f-SaAt:a Eta~tgt,t'S Agreem~..ec:Gi:ci~rc~2012 as Instrument No. 21605287 of Official Records. By and ~be Ci!¥ af saota..CI.ar:a..ar-1El-6a~dit1m-AtJM'ler-i-t,y..- ~ Ibe ter.ms-.1REl13~isicms-contall'\ea m the document e11titred..uEH.y-:o~~~ ~t'.'...r.eco~d@d-MaR::h-2~;-WlTaslnstrument No. ~_1§(_)5?_89. of Official Records. By and ~e City_oLSaAta-Gle1-a and Forty Nrners Santatl'ara ~tadit1m·€e~A¥,-L!.C__._
53. The terms, provisions and easement(s) contained in the document entitled "Easement Agreement" recorded October 31, 2012 as Instrument No. 21926019 of Official Records, · 54.-----Rief-its-0f-13arees Ir, posse,si@R,-
,5.5,..----..Aay...claim.tbaL:UJ¥..P0~e--iefttHs o rwas-fomlef fy-tit:f efe1ids crnd sub merged I a nds-witfflfl. t,l:,@-.bed-o~..t~..siGtl9t.l,Gr~~.weFo5{;:---Affy'-Fi~ril1teres4 oc e~ift-ftt'Offl'"GHMe-j:>1:10li~i~t or are ct::i~st...Q.\/.er__ .Ji0¥-pMi0A-6f ~eid lantl-ee~.ed....b.¥..water.
Rrst American 77tfe Insurance Company
Order Number: 738093·.!
Page Number: 10
1. According to the public records, there has been no conveyance of the land within a period of twenty-four months prior to the date of this report, except as follows:
None
2. This preliminary report/commitment was prepared based upon an application for a policy of tftle Insurance that identified land by street address or assessor's parcel number only. It is the responsibility of the applicant to determine whether the land referred to herein is in fact the land that Is to be described in the policy or policies to be Issued.
3. Should this report be used to facilitate your transaction, we must be provided with the following prior to the Issuance of the policy:
A. WI1H RESPECT TO A CORPORATION:
1. A certificate of good standing of recent date issued by the Secretary of State of the corporation's state of domlclle.
2. A certificate copy of a resolution of the Board of Directors authorizing the contemplated transaction and designating which corporate officers shall have the power to execute on behalf of the corporation.
3. A certificate of revlvor and a certificate of relief from contract voidabllity issued by the Franchise Tax Board of the State of California.
4. Requirements which the Company may impose following its review of the above material and other Information which the Company may require.
B. WITH RESPECT TO A CALIFORNIA LIMITED PARTNERSHIP:
1. A certified copy of the certificate of limited partnership (form LP-!) and any amendments thereto (form LP-2) to be recorded in the public records;
2. A full copy of the partnership agreement and any amendments;
3. Satisfactory evidence of the consent of a majority in interest of the limited partners to the contemplated transaction;
4. A certificate of revlvor and a certificate of relief from contract voldabillty Issued by the Franchise Tax Board of the State of California.
5, Requirements which the Company may impose following its review of the above material and other Information which the Company may require.
C. WITH RESPECT TO A FOREIGN LIMITED PARTNERSHIP:
1. A certified copy of the application for registration, foreign limited partnership (form LP-5) and any amendments thereto (form LP-6) to be recorded In the public records;
2. A full copy of the partnership agreement and any amendment;
3. Satisfactory evidence of the consent of a majority In Interest of the limited partners to the contemplated transaction;
4. A certificate of revivor and a certificate of relief from contract voidability issued by the Franchise Tax Board of the State of California.
5. Requirements which the Company may impose following its review of the above material and Rrst American Title Insurance Company
other information which the Company may require.
D. WITH RESPECT TO A GENERAL PARTNERSHIP:
Order Number: 738093-1
Page Number: 11
1, A certified copy of a statement of partnership authority pursuant to Section 16303 of the California Corporation Code (form GP-I), executed by at least two partners, and a certified copy of any amendments to such statement (form GP-7), to be recorded In the public records;
2. A full copy of the partnership agreement and any amendments;
3. Requirements which the Company may impose following its review of the above material required herein and other information which the Company may require.
E. WITH RESPECT TO A LIMITED LIABILilY COMPANY:
1. A copy of its operating agreement and any amendments thereto;
2. If it is a California limited liability company, a certified copy of Its articles of organization (LLC-1) and any certificate of correction (LLC-11), certificate of amendment (LLC-2), or restatement of articles of organization (LLC-10) to be recorded In the public records;
3. If it is a foreign limited llablllty company, a certified copy of Its application for registration (LLC-5) to be recorded in the public records;
4. With respect to any deed, deed of trust, lease, subordination agreement or other document or Instrument executed by such limited liability company and presented for recordation by the Company or upon which the Company is asked to rely, such document or instrument must be executed in accordance with one of the following, as appropriate:
(i) If the limited liability company properly operates through officers appointed or elected pursuant to the terms of a written operating agreement, such documents must be executed by at least two duly elected or appointed officers, as follows: the chairman of the board, the president or any vice president, and any secretary, assistant secretary, the chief financial officer or any assistant treasurer;
(ii) If the limited liability company properly operates through a manager or managers identified in the articles of organization and/or duly elected pursuant to the terms of a written operating agreement, such document must be executed by at least two such managers or by one manager if the limited liability company properly operates with the existence of only one manager .
. 5. A certificate of reviver and a certificate of relief from contract voidability issued by the Franchise Tax Board of the State of California.
6. Requirements which the Company may Impose following its review of the above material and other information which the Company may require.
F. WITH RESPECT TO A TRUST:
1. A certification pursuant to Section 18100. 5 of the California Probate Code in a form satisfactory to the Company.
2. Copies of those excerpts from the original trust documents and amendments thereto which designate the trustee and confer upon the trustee the power to act in the pending transaction.
3. other requirements which the Company may impose following its review of the material require herein and other Information which the Company may require.
G. WITH RESPECT TO INDIVIDUALS:
1. A statement of Information.
The map attached, if any, may or may not be a survey of the land depicted hereon. first American Title Insurance Company expressly disclaims any liability for loss or damage which may result from reliance on this map except to the extent coverage for such loss or damage is expressly provided by the terms and provisions of the title insurance policy, if any, to which this map is attached.
A'rst American 77tle Insurance Company
LEGAL DESCRIPTION
Order Number: 736093-!
Page Number: 12
Real property in the City of Santa Clara, County of Santa Clara, State of California, described as follows:
BEGINNING AT THE SOUTHWEST CORNER OF THAT CERTAIN PARCEL DESIGNATED AS, "REMAINDER.!", ON THAT CERTAIN PARCEL MAP RECORDED IN BOOK 737 OF MAPS AT PAGES 1 THROUGH 4, SANTA CLARA COUNlY RECORDS; THENCE ALONG THE SOUTHEASTERLY BOUNDARY OF SAID REMAINDER 1, AND PARCEL 2 AS SHOWN ON SAID MAP _l. NORTH 70° 48' 54" EAST, 800.92 FEET, TO THE COMMON SOUTHERLY CORNER OF PARCELS 2 AND 4 AS SHOWN ON SAID MAP; THENCE ALONG THE WESTERLY AND NORTHERLY BOUNDARIES OF SAID PARCEL 4 THE FOLLOWING EIGHT COURSES:
2. NORTH 8° 10' 00" WEST, 1070.36 FEET, TO AN ANGLE PDINT; THENCE
3. NORTH 5° 35' 14" WEST, 191.73 FEET, TO THE BEGINNING OF A TANGENT CURVE TO THE RIGHT; THENCE
4. ALONG SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 109.99 FEET, THROUGH A CENTRAL ANGLE OF 73° 36' 48", AND AN ARC LENGTH OF 141.32 FEET TO THE END OF SAID CURVE; THENCE
5. NORTH 68° 01' 34" EAST, 247.17 FEET, TO THE BEGINNING OF TANGENT CURVE TO THE RIGHT; THENCE
6. ALONG SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 159.99 FEET, THROUGH A CENTRAL ANGLE OF 63° 38' 58", AND AN ARC LENGTH OF 177.73 FEET TO THE END OF SAID CURVE;·THENCE
7. SOUTH 48° 19' 28" EAST, 120.04 FEET, TO THE BEGINNING OF A TANGENT CURVE TO THE LEFT; THENCE
· 8. ALONG SAID CURVE TO THE LEFT, HAVING A RADIUS OF 16.00 FEET, THROUGH A CENTRAL ANGLE OF 65° 46' 18", AND AN ARC LENGTH OF 18.37 FEET TO THE END OF SAID CURVE; THENCE
9. NORTH 65° 54' 14" EAST, 452.69 FEET, TO THE NORTHEAST CORNER OF SAID PARCEL 4, AT
A POINT ON THE WESTERLY BOUNDARY OF THE LANDS OF THE UNION PACIFIC RAILROAD COMPANY (UPRR); THENCE
10. NORTH 62° 36' 04" EAST, 50.00 FEET, TO THE EASTERLY BOUNDARY OF THE LANDS OF THE UPRR, ALSO BEING THE SOUTHWESTERLY SIDELINE OF LAFAYETTE STREET; THENCE
ALONG SAID COMMON BOUNDARY
11. NORTH 27° 23' 56" WEST, 383.89 FEET, TO THE SOUTHEASTERLY BOUNDARY OF AN
ABANDONED PORTION OF THE FORMER SANTA CLARA ALVISO ROAD AS SAID ABANDONMENT IS SHOWN ON THE RECORD OF SURVEY FILED IN BOOK 613 OF MAPS, AT PAGES 16 THROUGH _1,2, SANTA CLARA COUNTY RECORDS; THENCE ALONG SAID SOUTHEASTERLY BOUNDARY
12. NORTH 62° 36' 04" EAST, ·60.00 FEET, TO THE SOUTHEAST CORNER OF SAID Rrst American Title Insurance Company
Order Number: 738093-1.
Page Number: 13
ABANDONMENT AS SHOWN ON SAID MAP, ALSO BEING A SOUTHERLY CORNER OF THE LANDS OF THE STATE OF CAUFORNIA AS SHOWN IN PARCEL 6-FIRST OF THE FINAL ORDER OF CONDEMNATION RECORDED IN BOOK 4820, AT PAG_E 641, SANTA CLARA COUNTY RECORDS; THENCE ALONG THE SOUTHERLY BOUNDARY OF SAID PARCEL 6-FIRST THE FOLLOWING FIVE COURSES:
13. NORTH 18° 41' 34" WEST, 324.57 FEET TO AN ANGLE POINT; THENCE
14. NORTH 4° 49' 01" WEST, 291.65 FEET TO AN ANGLE POINT; THENCE
15. NORTH 76° 46' 00'' EAST, 367. 73 FEET TO THE BEGINNING OF A TANGENT CURVE TO THE LEFT; THENCE
16. ALONG SAID CURVE TO THE LEFT, HAVING A RADIUS OF 300.00 FEET, THROUGH A CENTRAL ANGLE OF 47° 12.' 56", AND AN ARC LENGTH OF 247.83 FEET TO THE END OF SAID CURVE; THENCE
17. NORTH 29° 26' 04'.' EAST, 115.92 FEET TO THE WESTERLY MOST CORNER OF THE LAND GRANTED TO THE STATE OF CAUFORNIA BY GRANT DEED RECORDED IN DOCUMENT NO. 13607857, OFFICIAL RECORDS OF SANTA CLARA COUNTY; THENCE ALONG THE SOUTHERLY
BOUNDARY OF SAID LANDS, ALONG A NON-TANGENT CURVE TO THE RIGHT, FROM A TANGENT THAT BEARS NORTH 66° 06' 21" EAST
18, ·ALONG SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 987.00 FEET, THROUGH A CENTRAL ANGLE OF 0° 21' 48", AND AN ARC LENGTH OF 6.26 FEET TO A TANGENT COMPOUND CURVE TO THE RIGHT; THENCE
19. ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 1987.00 FEET, THROUGH A CENTRAL ANGLE OF 7° 36' 13", AND AN ARC LENGTH OF 263.69 FEET TO THE END OF SAID CURVE;THENCE
20. NORTH 82° 36' 47" EAST, 359.94 FEET TO AN ANGLE POINT; THENCE
21. NORTH 79° 54' 20" EAST, 63.77 FEET TO A POINT ON THE SOUTHWESTERLY BOUNDARY· OF PARCEL 1 OF THE LANDS CONVEYED TO THE SANTA CLARA COUNTY FLOOD CONTROL AND WATER DISTRICT BY GRANT DEED RECORDED IN BOOK 0346, AT PAGE 667, SANTA CLARA COUNTY RECORDS; THENCE ALONG THE SOUTHWESTERLY BOUNDARY OF SAID LANDS
22. SOUTH 12° 32' 21" EAST, 124.61 FEET, TO THE BEGINNING OF TANGENT CURVE TO THE LEFT; THENCE
23. ALONG SAID CURVE TO THE LEFT, HAVING A RADIUS OF 1204.94 FEET, THROUGH A CENTRAL ANGLE OF 22° 10' 15", AND AN ARC LENGTH OF 466.25 FEET TO THE END OF SAID CURVE;THENCE
24. SOUTH 34° 42' 36" EAST, 627.28 FEET, MORE OR LESS, TO A NORTHWESTERLY BOUNDARY
OF THE LANDS CONVEYED TO JULES ESHNER AND MARGARET HARKINS ESHNER BY GRANT DEED RECORDED IN BOOK 3804, AT PAGE.23 OF THE OFFICIAL RECORDS OF SANTA CLARA COUNTY; THENCE ALONG THE NORTHWESTERLY AND WESTERLY BOUNDARIES OF SAID
LANDS THE FOLLOWING THREE COURSES
25. SOUTH 38° 48' 48" WEST, 2.93 FEET, MORE OR LESS, TO AN ANGLE POINT; THENCE
26. SOUTH 22° 11' 12" EAST, 158.39 FEET, TO AN ANGLE POINT; THENCE First American Title Insurance Company
Order Number: 738093-1.
Page Number: 14
27. SOUTH 54° 41' 12" EAST, 108.85 FEET, MORE OR LESS, TO THE NORTHERLY MOST CORNER OF PARCEL 2 OF THE LANDS CONVEYED TO THE SANTA CLARA COUNTY FLOOD CONTROL AND WATER DISTRICT BY GRANT DEED RECORDED IN BOOK 0346, AT PAGE 667, OFFICIAL RECORDS OF SANTA CLARA COUNTY; THENCE ALONG THE SOUTHWESTERLY BOUNDARY OF SAID PARCEL 2
28. SOUTI-i 34° 42' 36" EAST, 1676.65 FEET, MORE OR LESS, TO THE SOUTI-iWEST CORNER OF SAID PARCEL 2, ALSO BEING THE NORTHEAST CORNER OF LOT 19 OF THAT CERTAIN PARCEL MAP RECORDED IN 1?.9OK 368 OF MAPS, AT PAGES 14 AND 15, SANTA CLARA COUNTY RECORDS; THENCE ALONG THE NORTHWESTERLY BOUNDARY OF SAID LOT 19 AND SAID PARCEL MAP THE FOLLOWING FOUR COURSES:
29. NORTH 84° 23' 47" WEST, 47.65 FEET TO AN ANGLE POINT; THENCE
30. SOUTH 23° 19' 21" EAST, 7.40 FEET TO AN ANGLE POINT; THENCE
31. NORTH 84° 25' 47" WEST, 139.94 FEET TO AN ANGLE POINT; THENCE
32. SOUTH 68° 35' 42" WEST, 1603.17 FEET TO THE WESTERLY MOST CORNER OF SAID PARCEL MAP, AT THE NORTHEASTERLY SIDELINE OF LAFAYETTE STREET; THENCE
PERPENDICULARLY ACROSS THE RIGHT OF WAY OF LAFAYETTE STREET AND THE UNION
PACIFIC RAILROAD (UPRR)
33. SOUTH 62° 36' 04" WEST, 139. 99 FEET TO THE WESTERLY SIDELINE OF THE UPRR;
THENCE ALONG SAID WESTERLY SIDELINE
34. SOUTH 27° 23' 56" EAST, 1122.18 FEET TO THE INTERSECTION OF SAID WESTERLY
SIDELINE WITH THE NORTHERLY SIDELINE OF TASMAN DRIVE AS SAID INTERSECTION IS SHOWN ON THE RECORD OF SURVEY MAP RECORDED IN BOOK 345 OF MAPS, AT PAGES 1 THROUGH 8, SANTA CLARA COUNTY RECORDS; THENCE LEAVING THE WESTERLY SIDELINE OF THE UPRR, AND ALONG SAID NORTHERLY SIDELINE THE FOLLOWING FIVE COURSES:
35. SOUTH 62° 58' 45" WEST, 60.69 FEET TO AN ANGLE POINT; THENCE
36. SOUTH 49° 35' 12" WEST, 172.69 FEET TO AN ANGLE POINT; THENCE
37. SOUTH 55° 17' 27" WEST, 403,61 FEET TO AN ANGLE POINT; THENCE
38. SOUTH 62° 59' 29" WEST, 162.15 FEET TO THE BEGINNING OF A TANGENT CURVE TO THE · LEFT; THENCE .
39. ALONG SAID CURVE TO THE LEFT, HAVING A RADIUS OF 2920.84 FEET, THROUGH A CENTRAL ANGLE OF 1 ° 47' 48", AND AN ARC LENGTH OF 91.59 FEET TO TI-iE EASTERLY MOST CORNER OF PARCEL 2 OF THE GRANT FOR RIGHT OF WAY PURPOSES RECORDED I N DOCUMENT NO. 21195719, SANTA CLARA COUNTY RECORDS; THENCE ALONG THE NORTHERLY BOUNDARY OF SAID PARCEL 2 THE FOLLOWING FIVE COURSES:
40. SOUTH 63° 11' 39" WEST, 150.97 FEET TO AN ANGLE POINT; THENCE
41. SOUTH 63° 10' 24" WEST, 14.76 FEET TO AN ANGLE POINT; THENCE
42. SOUTH 60° 42' 14" WEST, 120.03 FEET TO AN ANGLE POINT; THENCE First American Title Insurance Company
Order Number: 738093· !
Page Number: 15
43. SOUTH 46° 39' 25" WEST, 41.19 FEET TO AN ANGLE POINT; THENCE
44. SOUTH 60° 42' 14" WEST, 203.54 FEET, MORE OR LESS TO THE SOUTHEAST CORNER OF
THE EASEMENT FOR PARKING PURPOSES AS SHOWN IN PARCEL THREE OF THE LEASE AGREEMENT RECORDED IN DOCUMENT NO. 18721549, SANTA CLARA COUN1Y RECORDS; n-tENCE ALONG THE EASTERLY SIDES OF SAID PARCEL THREE TI-IE FOLLOWING THREE COURSES:
45. NORTH 26° 03' 52" WEST, 394.25 FEET TO AN ANGLE POINT; THENCE
46. SOUTH 63° 56' 08" WEST, 15.50 FEET TO AN ANGLE POINT;_ THENCE
47. NORTH 26° 03' 52" WEST, 59.36 FEET TO THE NORTHERLY MOST CORNER OF SAID PARCEL THREE; THENCE ALONG THE NORTHWESTERLY LINE OF SAID PARCEL THREE
48. SOUTH 63° 56' 08" WEST, 382.83 FEET TO THE NORTHEASTERLY BOUNDARY OF THE
LANDS GRANTED TO THE SANTA CLARA VALLEY WATER DISTRICT BY GRANT DEED RECORDED IN BOOK 1288, AT PAGE 241, SANTA CLARA COUN1Y RECORDS; THENCE ALONG SAID
NORTHEASTERLY BOUNDARY AND ALONG THE NORTHEASTERLY BOUNDARY OF THE LANDS
GRANTED TO THE SANTA CLARA VALLEY WATER DISTRICT BY GRANT DEED RECORDED IN BOOK 8811, AT PAGE 392, SANTA CLARA COUN1Y RECORDS
49. NORTH 30°· 38' 56" WEST, 530.37 FEET TO THE BEGINNING OF A TANGENT CURVE TO TI-IE LEFT; THENCE
50. ALONG SAID CURVE TO THE LEFT, HAVING A RADIUS OF 686.06 FEET, THROUGH A CENTRAL ANGLE OF 26° 15' 54", AND AN ARC LENGTH OF 314.50 FEET TO THE END OF SAID CURVE;THENCE
51. NORTH 56° 54' 50" WEST, 950.10 FEET TO THE EASTERLY SIDELINE OF GREAT AMERICA PARKWAY, AS SHOWN ON THE RECORD OF SURVEY MAP RECORDED IN BOOK 345 OF MAPS, AT PAGES 1 THROUGH 8, SANTA CLARA COUN1Y RECORDS; THENCE ALONG SAID EASTERLY
SIDELINE
52. NORTH ! 0 58' 31" EAST, 340.86 FEET TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM ANY PORTION OF TI-IE ABOVE-DESCRIBED LANDS THAT ARE WITHIN
THE RIGHT OF WAYS OF LAFAYETTE STREET, GREAT AMERICA WAY OR THE UNION PACIAC RAILROAD.
THE DISTANCES AS SHOWN IN THIS DESCRIPTION ARE GRID DISTANCES. TO OBTAIN
GROUND LEVEL DISTANCES MULTIPLY ANY DISTANCE SHOWN ABOVE BY THE FACTOR
1.00005310.
APN: 097-01-073
097-01-039
104-01-102 .
104-03-036
104-03-037
104-03-038
104-03-039
(Portion not assessed)
First American Title Insurance Company
NOTICE I
Order Number: 738093-1
Page Number: 16
section 12413._! of the California Insurance Code, effective January!, 1990, requires that any title Insurance company, underwritten title company, or controlled escrow company handling funds In an escrow or sub-escrow capacity, wait a specified numoer of days after depositing funds, before recording any documents in connection with the transaction or disbursing funds. This statute allows for funds deposited by wire transfer to be disbursed the same day as deposit. _In the case of cashier's checks or certified checks, funds may be disbursed the next day after deposit. In order to avoid unnecessary delays of three to seven days, or more, please use wire transfer, cashier's checks, or certified checks whenever possible, If you have any questions about the effect of this new law, please contact your local First American Office for more details.
NOTJCEIJ
As of January 1, 1991, If the transaction which Is the subject of this report will be a sale, you as a party to the transaction, may have certain tax reporting and withholding obligations pursuant to the state law referred to below:
In accordance with Sections 18662 and 18668 of the Revenue and Taxation Code, a buyer may be required to withhold an amount equal to three and one-third percent of the sales price In the case of the disposition of California rea I property interest by either:
!, A seller who Is an individual with a last known street address outside of California or when the disbursement Instructions authorize the proceeds be sent to a financial intermediary of the seller, OR 2, A corporate seller which has no permanent place of business In California.
The buyer may become subject to penalty for failure to withhold an amount equal to the greater of 10 percent of the amount required to be withheld or five hundred dollars ($500).
However, notwithstanding any other provision Included In the California statutes referenced above, no buyer will be required to withhold any amount or be subject to penalty for fall ure to withhold If:
1, The sales price of the California real property conveyed does not exceed one hundred thousand dollars ($100,000), OR
2. Tue seller executes a written certificate, under the penalty of perjury, certifying that the seller is a resident of California, or If a corporation, has a permanent place of business In California, OR
3. Tue seller, who is an lndiVidual, executes a written certificate, under the penalty of pezjury, thatthe Callforn!a real property being conveyed Is the seller's principal residence (as defined in Section 1034 of the Internal Revenue Code).
The seller Is subject to penalty for knowingly filing a fraudulent certificate for the purpose of avoiding the with holding requirement.
The california statutes referenced above Include provisions which authorize the Franchise Tax Board to grant reduced withholding and waivers from withholding on a case-by-case basis.
The parties to this transaction should seek an attorney's, accountant's, or other tax specialist's opinion concerning the effect of this law on this transaction and should not act on any statements made or omitted by the escrow or closing officer.
The Seller May Request a Waiver by Contacting:
Franchise Tax Board
Withhold at Source Unit
P.O. Box 651
Sacramento, CA 95B12-0651
(916) 845-4900
First American Title Insurance Company
Privacy Policy
We Are Committed to Safeguarding Customer Information
Order Number: 738093-l
· Page Number: 17
In order to better serve your needs now and in the future, we may ask you to provide us with certain Information. We understand that you may be concerned about what we will do with such Information - particularly any personal or financial information. We agree that you have a right to know how we will utilize the personal Information you provide to us. Therefore, together with our parent company, The First American Corporation, we have adopted this Privacy Polley to govern the use and handling of your personal Information.
Applicability
This Privacy Policy governs our use of the Information which you provide to us. It does not govern the manner in which we may use Information we have obtained from any other source, such as Information obtained from a public record or from another person or entity. First American has also adopted broader guidelines that govern our use of personal information regardless of its source, First American calls these · guidelines its Fair Information Values, a copy of which can be found on our website at www.firstam.com.
Types of Information
Depending upon which of our services you are utilizing, the types of nonpublic personal Information that we may collect include:
• Information we receive from you on applicatlons, forms and in other communications to us, whether in writing, In person, by telephone or any other means; • Information about your transactions with us, our affiliated companies, or others; and • Information we receive from a consumer reporting agency.
Use of Information
We request Information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except: U) as necessary for us to provide the product or service you have requested of us; or (2) as permitted by law.
We may, however, store such Information indefinitely, including the period after which any customer relationship has ceased. Such information may be used for any internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal Information listed above to one or more of our affiliated companies. Such affiliated companies include financial service providers, such as title lnsu·rers, property and casualty Insurers, and trust and Investment advisory companies, or companies involved in real estate services, such as appraisal companies, home warranty companies, and escrow companies. Furthermore, we may also provide all the information we collect, as described above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies, or to other financial institutions with whom we or our affiliated companies have joint marketing agreements.
Former Customers
Even if you are no longer our customer, our Privacy Polley will continue to apply to you.
Confidentiality and Security
We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We restrict access to nonpublic personal information about you to those individuals and entities who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American's Fair Information Values. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information.
First American Title Insurance Company
Order Number: 738093-1
Page Number: 19
(b) the taking happened prior to the Policy Date and Is binding on you If you bought the land without knowing of the t~klng
3. Title Risks:
(a) that are created, allowed, or agreed to by you
(b) that are known to you, but not to us, on the Policy Date -- unless they appeared In the public records (c) that result in no loss to you
(d) that first affect your title after the Policy Date -- this does not limit the labor and material lien coverage In Item 8 of Covered Title Risks
4. Failure to pay value for your title.
5. lack of a right:
(a) to any land outside the area specifically described and referred to In Item 3 of Schedule A OR (b} In streets, alleys, or waterways that touch your land this exclusfon does not limit the access coverage !n Item 5 of Covered 1ltle Risks.· 2006 ALTA LOAN POLICY (06·17·06)
EXCLUSIONS FROM COVERAGE
The foll owing matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of:
.!• a. Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relat!ng to
r. the occupancy, use, or enjoyment of the land;
II. the character, dimensions, or location of any improvement erected on the land; Iii. the subdivision of land; or
iv. environmental protection;
or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion l{a) does not modify or limit the coverage provided under Covered Risk 5.
b. Any governmental police power. This Exclusion J(b) does not modify or !lmit the coverage provided under Covered Risk 6.
2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3, Defects, liens, encumbrances, adverse claims, or other matters a. created, suffered, assumed, or agreed to by the Insured Claimant; b. not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;
c. resulting in no loss or damage to the Insured Claimant; d. attaching or created subsequent to Date of Polley (however, this does not modify or limit the coverage provided under Covered Risk 11, 131 or 14); or
e. resulting in loss or damage that would not have been sustained If the Insured Claimant had paid value for the Insured Mortgage,
4. Unenforceablllty of the lien of the Insured Mortgage because of the Inability or failure of an Insured to comply with applicable doing-business laws of the state where the land is situated.
5. Invalidity or unenforceablllty In whole or In part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law.
6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien of the Insured Mortgage, is
a. a fraudulent conveyance or fraudulent transfer, or
b. a preferential transfer for any reason not stated in Covered Risk 13{b) of this policy.
7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the Insured Mortgage in the Public Records. This Exclusion does not modify or limit the coverage provided under Covered Risk 11(b ).
The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage In a Standard Coverage policy will a!so Include the following Exceptions from Coverage:
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) that arise by reason of; First American Title Insurance Company
Order Number: 738093-!
Page Number: 20
1, (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records.
2. Any facts, rights, Interests, or daims that are not shown by the Publ!c Records but that could be ascertained by an Inspection of the Land or that may be asserted by persons in possession of the Land.
3. Easements, liens or encumbrances, or clalms thereof, not shown by the Public Records.
4. Any encroachment, encumbrance, violation, variation, or adverse clrcurns'lance affecting the Tltle that would be dlscl9sed by an accurate and complete land survey of the Land and not shown by the Public Records.
S. (a) Unpatented mining daims; (b) reservations or exceptions In patents or in Acts authorizing the Issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records.
6. Any lien or right to a lien for services, labor or material not shown by the public records. 2006 ALTA OWNER'S POLICY {06·17·06)
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy, and the company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of:
!- a. Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to
i. the occupancy, use, or enjoyment of the Land;
ii. the character, dimensions, or location of any improvement erected on the Land; ill. the subdivision of land; or
iv. environmental protection;
or the effect of any violation of these laws, ordinances, or governmental regulations. This Exdusion !(a) does not modify or limit the coverage provided under Covered Risk 5.
b.Any governmental police power. This Exclusion l(b) does not modify or limit the coverage provided under Covered Risk 6, 2,. Rights of eminent domain, This Exdusion does not modify or limit the coverage provided under Covered Risk 7 or 8.
3. Defects, liens, encumbrances, adverse claims, or other matters a. created, suffered, assumed, or agreed to by the lnsured Oaimant; b, not Known to the Company, not recorded in the Public Records at Date of Policy, but known to the Insured Claimant and not disdosed in writing to the Company by the Insured Oaimant prior to the date the Insured Claimant became an Insured under .this policy;
c. resulting In no loss or damage to the Insured Oaimant; d. attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 13, or 14); or
e. resulting in loss or damage that would not have been sustained if the Insured Qalmant had paid value for the Insured Mortgage.
4. Unenforceablllty of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land Is situated.
5. Invalidity or unenforceability in whole or In part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law.
6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien of the Insured Mortgage, is
a. a fraudulent conveyance or fraudulent transfer, or
b. a preferential transfer for any reason not stated in Covered Risk 13(b) of this policy.
7. Any lien on the litle for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Polley and the date of recording of the Insured Mortgage in the Public Records. This Exclusion does not modify or limit the coverage provided under Covered Risk ll(b).
The above policy form may be issued to afford either Standard Coverage or E><tended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also Include the following Exceptions from Coverage:
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) that arise by reason of:
First American 77tle Insurance Company
Order Number: 738093-1
Page Number: 21
!, (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2, Any facts, rights, Interests, or claims that are not shown by the Public Records but that could be ascertained by an Inspection of the Land or that may be asserted by persons in possession of the Land.
3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records.
4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records.
5. {a) Unpatented mining claims; (b) reservations or exceptions in patents or In Acts authorizing the Issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records.
6. Any lien or right to a lien for services, tabor or.material not shown by the public records.
ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (07·26·10)
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of;
1,_. a. Any law, ordinance, permit, or governmental regulation (Including those relating to building and zoning) restricting, regulating, prohibiting, or relating to
i. the occupancy, use, or enjoyment of the Land;
ii. the character, dimensions, or location of any improvement erected on the Land; Ill. the subdivision of land; or
Iv. environmental protection;
or the effect of any violation of these laws, ordinances, or governmental regulations, This Exclusion 1,_(a) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16. b. Any governmental police power. This Exclusion 1,_(b) does not modify or liminhe coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16.
2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.
3. Defects, liens, encumbrances, adverse clalms, or other matters a. created, suffered, assumed, or agreed to by the Insured Claimant; b. not Known to the Company, not recorded In the Public Records at Date of Polley, but Known to the.Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;
c. resulting in no loss or damage to the Insured Claimant; d, attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 16, 17, 18, 19, 20, 21, 22, 23, 24, 27 or 28); or e. resulting In loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage.
4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land Is situated.
5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law. This Exclusion does not modify or limit the coverage provided In Covered Risk 26.
6. Any claim of invalidity, unenforceability or lack of priority of the lien of the Insured Mortgage as to Advances or modifications made· a~er the Insured has Knowledge that the vestee shown In Schedule A Is no longer the owner of the estate or interest covered by this policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11,
7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching subsequent to Date of Policy. This Exduslon does not modify or limit the coverage provided In Covered Risk 11(b) or 25.
8. The failure of the residential structure, or any portion of it, to have been constructed before, on or after Date of Policy in accordance with applicable building codes. This Exclusion does not modify or limit the covera[le provided in Covered Risk 5 or 6.
9. Any claim, by reason of the operation of federal bankruptcy, state Insolvency, or similar creditors' rights laws, that the transaction creatir,g the lien of the Insured Mortgage, is
a. a fraudulent conveyance or fraudulent transfer, or
b. a preferential transfer for any reason not stated in Covered Risk 27(b) of this policy.
First American T7tle Insurance Company
EXHIBITM
TERM SHEET REGARDING OBLIGATIONS FOR LANDFILL
POST-CLOSURE OPERATION AND MAINTENANCE
Section 14.1 of the DDA requires the execution of a Landfill Operation and Management Agreement within ninety (90) days after the Effective Date, or within thirty (30) days after the date on which all necessary Authorizations upon which the execution of the Landfill Operation and Management Agreement is contingent have issued, whichever is later. The Landfill Operation and Management Agreement shall contain at a minimum the provisions set fo11h in this Exhibit M. Defined terms used but not defined below shall have the meanings set forth in theDDA.
Subject Matter: The Landfill Operation and Management Agreement will govern, among other things, the following:
(a) The allocation of responsibilities under (a) ongoing groundwater and surface water monitoring as required by the revised Waste Discharge Requirements Order(s) ("WDRs") for the Landfill, to be issued by the RWQCB, (see PCLUP Section [12]), (b) an emergency response plan (see PCLUP Section [13]), and (c) an ongoing operation and maintenance plan to maintain the site features which compose the landfill cap, the drainage and storm water management features, the landfill gas ("LFG") collection and remediation system, the landfill gas mitigation system (see PCLUP Section [10]) and the leachate collection and removal ("LCR") system (see PCLUP Section [14]) ((a), (b) and (c), together with any additional post-closure obligations contemplated by the PCLUP, the Revised Corrective Action and Revised Post-Closure Maintenance Plan, the WDRs, and the Revised Closure Plan, the "Post-Closure O&M Obligations"). (b) The obligations of City, Master Developer, and (as applicable) the Phase Developers to comply with Mitigation Measures HAZ-4.1 (regarding Landfill Closure, Monitoring, and Maintenance Plans), HAZ-4.2 (regarding Landfill Gas Collection and Removal Systems), HAZ-4.4 (regarding Landfill Gas Monitoring and Control System Maintenance), and HAZ-6. l (regarding the finalization of the Draft Technical Memorandum: Leachate Collection and Removal System) for the Project (together, the "Landfill O&M Mitigation Measures").
Master Developer WDRs: Pursuant to the WDRs to be issued to Master Developer (either as a separate document issued solely to Master Developer, as requested jointly by the Parties, or as discrete separate sections imposing responsibilities solely upon Master Developer in WDRs issued to both the City and Master Developer) (in either case, the "Master Developer WDRs"), Master Developer and, upon formation of a Master Owners' Association (the "Master Owners' Association"), the Master Owners' Association, shall be solely responsible for those portions of the Post-Closure O&M Obligations applicable to all elements of the Landfill System within those portions of the ground leased parcels that are located above the top of the fill layer of the landfill cap (the "Airspace Parcels"), as well as any Master Developer-owned elements located outside of the Airspace Parcels, as such areas will be more pat1icularly delineated on a series of 1 I
diagrams to be attached to the Landfill Operation and Management Agreement (the "Responsibility Exhibits"). The Parties will jointly request the RWQCB to approve the substitution of Master Developer by the Master Owners' Association formed by Master Developer for the Project Site as the responsible discharger under the WDRs, upon the formation of the Master Owners' Association.
City WDRs: Pursuant to the WDRs to be issued to City (either as a separate document issued solely to the City as requested jointly by the Parties, or as discrete separate sections imposing responsibilities solely upon the City in WDRs issued to both the City and Master Developer) (in either case, the "City WDRs"), City shall be solely responsible for those portions of the PostClosure O&M Obligations applicable to all elements of the Landfill System located outside of the Airspace Parcels, including public streets, public open space and other publicly-owned areas, and those portions of the Project Site underlying the Airspace Parcels located from the top of the fill layer of the landfill cap and below, as well as any City-owned elements that are contained within the Airspace Parcels (together, the "City Fee Parcels"), which areas are to be more particularly shown on the Responsibility Exhibits.
Responsibility Matrix: The division of the Post-Closure O&M Obligations between Master Developer and City pursuant to the Master Developer WDRs and City WDRs are set forth in the responsibility matrix attached hereto as Exhibit A (the "Responsibility Matrix") The parties shall modify or supplement the Responsibility Matrix and Responsibility Exhibits to reflect any changes or additions to the Post-Closure O&M Obligations contemplated by the PCLUP, the Revised Corrective Action and Revised Post-Closure Maintenance Plan, the WDRs, and the Revised Closure Plan. Upon approval by the RWQCB of substitution of Master Developer by the Master Owners' Association, each task assigned to Master Developer in the Responsibility Matrix and Responsibility Exhibits shall instead be the responsibility of the Master Owners' Association.
Landfill O&M Mitigation Measures: Master Developer and City shall ensure that all requirements set forth in the Landfill O&M Mitigation Measures shall be incorporated into the PCLUP, the Revised Corrective Action and Revised Post-Closure Maintenance Plan, the WDRs, and/or the Revised Closure Plan, such that all such requirements are ultimately included in the Post-Closure O&M Obligations.
Insurance and Indemnities.
(a) City and Master Developer (or the Tenant under a Ground Lease, as applicable) shall each be required to obtain and maintain insurance coverage related to those portions of the Post-Closure O&M Obligations and the Landfill System for which each of City and Related is respectively responsible pursuant to the WDRs, in accordance with the terms of the DDA and each Ground Lease.
(b) City and Master Developer ( or the Tenant under a Ground Lease, as applicable) shall indemnify, defend and hold harmless the other party for all losses, damages, costs, fees, clain1s, civil penalties or other liabilities arising from the acts or omissions of the indemnifying party in connection with such party's portion of the Post2 Closure O&M Obligations pursuant to the WDRs, in accordance with the terms of the DDA and each Ground Lease.
Enhanced Landfill Costs: In the event that City's ultimate costs to comply with its PostClosure O&M Obligations of the Landfill System exceed City's baseline costs to comply with such obligations as of the Project commencement date, and a portion of such increased costs are attributable to the Project, Master Developer (or the Master Owners' Association upon assignment) shall reimburse City for certain incremental increases in such costs in accordance with the terms of the DDA. -
3 EXHIBIT A
Responsibility Matrix
Pc'LUP Section • . : ·~. . ;i;1;]: ;,,, :~;,:; " obr r ' ' · ,. ~ti:::, ":lf~!\f · · ' 1 · 11 " , ' · ,,,,111r ~ " '""' "bl P ' I '
: Notes/Status ,, !•' 1:1 ; 1 1 !'.r,., tga 10n , . , i • ) , , 1 1 • 11 1 1 1 i J 11, ,, , ·, , 1,} espons1 . el arty: : •' j 11, 1 '''I ' . I : It ' 1r ' ' ! ,, , " I' t ' t It ' 1 1 f , , ,. l I ,., •Reference ' 1 ,:.·\·r :1r ,f: / J•' ,, ,, 1 ' , 1 i '-h, .. i· ;j'. : i 1 ., 1 , , .I ; I, 1 '! ,.;ii
1 1 .,. " '· ,. ·" ... .. ,. '
9.5 - LFG Collectioo Conduct periodic monitoring and testing activities in as required by BAAQ:MB City System Monitoring Regulation 8, Rule 34, CCR Title 27, and Synthetic Minor Operating Permit (SMOP) Plan condition 2935, Part 14. Compile results and include in an annual report along with system and individual wellhead operation and downtime.
11.5 - LCR System Check LCR system as scheduled or required for potential damages from seismic activities, City Monitoring Plan corrosion, etc. Extract leachate and discharge to the sanitary sewer (pending permit approval).
12.0 - Groundwater Monitor groundwater and surface waters at and adjacent to the Project Site on a semi- City - and Surface Water annual basis. Compile sampling results and include in semi-annual report.
Monitorine:
13.1 - High Methane Maintain automatic methane monitoring system within the first floor of the buildings, set Master Developer at Buildings within certain alarm levels. In the event of an emergency, Building Engineering Manager to coordinate with the City's Fire Department appropriate actions and steps necessary to protect public health and safety and the environment, and immediately notify the LEA.
Verify validity and record description of LFG sensor alarm for submission to LEA.
During an evacuation, reoccupation prohibited until confirmed and approved by the City's Fire Department that (1) concentrations of methane meet the applicable compliance requirements and that (2) the landfill gas mitigation system ("LFGMS") is operating in a manner that ensures adequate control of methane/vapor intrusion.
13.2-Other Contact emergency services in the event of an emergency such as a fire or earthquake. Master Developer as to emergencies Emergency Situation During an evacuation, reoccupation prohibited until confirmed and approved by the City's within Airspace Parcels; City as to Fire Department that: (l) concentrations of methane meet the applicable compliance emergencies within City Fee Parcels. If requirements; and that (2) the LFGMS systems are operating in a manner that ensures an emergency within one party's parcel is adequate control of methane/vapor intrusion. After risk of immediate danger has subsided, caused by the actions or omissions of the inspect Project Site-wide systems for damage and evaluate for necessary repair, and notify other party, such party shall have the LEA accordingly. After damages assessed, record a description of damages, steps to option to (a) remedy the emergency itself protect public health and safety and environment, and description of further corrective (and then be reimbursed or indemnified) actions and submit to LEA. or (b) require the other party to remedy the emergency (and bear all costs related
thereto).
14.1 - Final Cover Conduct post-construction maintenance activities to maintain site features (pavement, City as to site features within City Fee Inspection and foundation, landscaping) which compose the landfill cap, including inspection of landfill Parcels; Master Developer as to site Maintenance cover integrity and repair of landfill cover as needed. In landscaped areas, monitor features within Airspace Parcels I 01977010.101019770 10.8
PCLUP Section •.,. ; ,:, ·' ' 'fl ObVgati\)n, • '' n· • ,.:r :-: ·'•i,f: .'I ,,,s ,, ( Respo'nsibleParty "•' Notes/Status ' ' '· Reference ' . . . , ' ,1, •i !, .. ' , . . .,,, I
condition of vegetation quarterly and monthly during wet-weather season; identify areas of irregular color or growth deficiency and note spread of conditions during future inspections.
Fill and then reseed areas that have ponded water or have settled to reestablish the proper grade. Close off areas where slope failures have occurred to prevent damage to equipment or harm to individuals, and implement specific corrective action depending on the extent, nature, and location of the failure. Maintain record of final cover maintenance activities. Notify re!rulatory agencies if required.
14.2 - Drainage Inspect Project Site quarterly and monthly during the wet-weather season for evidence of Master Developer Features Inspection ponding or degradation of the Project Site's drainage control system. Remedy ponding on and Maintenance the lower portions of the Project Site by either backfilling the area to provide positive drainage, or providing an acceptable downstream slope to an appropriate discharge point.
Inspect property perimeter for failure and make temporary repairs if necessary.
14.3 - LFG System Examin·e accessible portions of LFG system piping for potential system failures on a City Inspection and monthly basis. Address system failures which would reduce system efficiency and/or Maintenance effectiveness within 24 hours of detection. Perform preventative maintenance will be performed at manufacturer recommended intervals. Prepare LFG system operation and maintenance (O&M) manual following construction of the system and completion of record drawings.
14.4 - LFGMS Ongoing operation and maintenance of the LFGMS. Repair or replace system Master Developer as to portions of Inspection and components for operational reliability as needed during routine maintenance periods. If LFGMS within Airspace Parcels; City as Maintenance building improvement plans (e.g., tenant improvements) impact LFGMS components, to portions ofLFGMS within City Fee portions of the LFGMS will be properly repaired. Prepare LFGMS O&M manual Parcels following construction of the LFGMS and completion of record drawings.
14.5 - LCR System Ongoing operation and maintenance of the LCR system. Conduct system inspections City Inspection and whenever leachate is sampled. Prepare LCR system O&M manual following construction Maintenance of the LCR system and completion ofrecord drawings.
14.6- Groundwater Inspect groundwater monitoring wells for signs of failure or deterioration during each City Monitoring System sampling event. If damage discovered, replace or repair well. If replaced, decommission Inspection and existing, damaged well according to the California Well Standards guidelines for well Maintenance destruction. Install new wells in accordance with California Well Standards guidelines.
14. 7 - Reporting Compile results of periodic inspections and a summary of maintenance performed to the City as to City responsibilities identified systems discussed in Sections 14.1 thr?ugh 14.6 and include in quarterly monitoring herein; Master Developer as to Master reports. Developer responsibilities identified
herein
A-2
[01977010.10
'1'·1: ' PCLUP S~ction ' , I ,
• 1 ,, Re(etence 1'
14.8 - Planned or
Emergency
Subsurface Activities
101977010.10
101977010.10
Waste management for future, planned or emergency, subsurface activities. Inspect and Master Developer as to subsurface maintain the integrity of the cap and provide notification of activities that disturb the cap activities within Airspace Parcels; City as and measures performed to mitigate the disturbance. to subsurface activities within City Fee Parcels
A-3
EXHIBITN
ESTIMATE OF PREMIUM COSTS AT THE REFERENCE DATE
Preliminary Estimate of Costs
Premium Offsite Development
Premium Onsite Development
Premium Landfill
Premium Engineering
Miscellaneous
Total Estimated Premium Costs
Premium Offsite Costs:
1) Demolition
2) Site Pre/Grading
3) Paving
4) Incoming Power
5) Gas to Property Line
6) Water to Property Line
7) Communication Infrastructure
8) Upgrade existing sanitary pump stations
9) Storm Drain
10) Relocate existing utilities
11) Street light infrastructure
12) Traffic Impact Fees/Costs
13) Development Site Access (free and clear title)
14) Third Party design and engineering costs for Premium Offsite Items Total Premium Offsite Costs
Premium Onsite Costs:
1) Demolition
2) Mass excavation and grading
3) Permiter Roads
4) Main utility distribution
5) Traffic signals
6) Site retaining wall associated with larger grade changes 7) Third Party design and engineering costs for Premium On site Items Total Premium Onsite Costs
Premium Landfill Costs:
1) Foundation Premium
2) Methan gas monitoring and collection systems
3) Demolition and replacement of existing gas, leachate and ground water collection systems 4) Repair and establish clay cap
5) Parcel 4 settlement slab
6) Interstitial utility space under buildings
7) Perimeter building settlement walls
8} Utility premiums; settlement vaults, flex connections, special support structures, trench liners 9) Special supports for site improvements
10) Additional base rock under asphalt paving
11) Refuse handling, relocation and disposal
12) Third Party design and engineering costs for Premium Landfill Items Total Premium Landfill Costs
Nominal 2015$
$104,058,151
$75,490,711
$447,057,402
$6,000,000
$1,500,000
$634,106,264
$1,000,000
$3,984,318
$4,560,718
$16,205,667
$557,500
$200,000
$500,000
$2,617,321
$800,000
$1,000,000
$200,000
$52,000,000
$15,732,628
$4,700,000
$104,0SS,151
$1,500,000
$3,500,000
$55,592,961
$4,510,021
$6,287,729
$1,200,000
$2,900,000
$75,490,711
$312,628,152
$37,250,000
$6,000,000
$500,000
$55,000,000
$19,048,000
$725,000
$11,356,250
$800,000
$750,000
$3,000,000
$6,000,000
$453,057,402
DOA Exhibit N • Estimate of Premium Cost s 10-28-2015-10/30/2015
EXHIBITO
LIST OF PRE-APPROVED ARBITERS
Bruce Belding: http://www.thecca.net'profile/bruce-belding Brad Bening, Esq. - http://wsblaw.net/Brad%20Bening%20Mediationpage%20FINAL. pd fl-Ion.
Joseph Biafore, Jr. (ret.) - http:/iwww.jamsadr.com/biafore/ Zela Claiborne, Esq.: http://www.jamsadr.com/claiborne/ 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://www.jamsadr.com/william-martin/
EXHIBITP
FORM OF ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT
RECORDING REQUESTED BY:
AND WHEN RECORDED MAIL TO:
ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT
(City Place Santa Clara)
This ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT (this "Agreement"), effective as of _______ , 20_ (the "Effective Date"), is entered into by and among THE CITY OF SANTA CLARA, a chartered-municipal corporation (the "Q!i'), RELATED SANT A CLARA, LLC, a Delaware limited liability company ("Master Developer"), and,_ ______ __., a,_ ________ __. ("Phase Developer").
RECITALS:
A. City and Master Developer are parties to that certain Disposition and Development Agreement (City Place Santa Clara), dated as of August 12, 2016, recorded in the Office of the Recorder of Santa Clara County, State of California (the "Official Records") on ____ _ , 2016 as Instrument No. ____ (the "ODA"). Unless otherwise defined in this Agreement, all initially capitalized terms used in this Agreement shall have the respective meanings given them in the DOA.
B. City and Master Developer are parties to that certain Development Agreement dated as of August 12, 2016, recorded in the Official Records on ____ , 2016, as Instrument No. _____ (the "Development Agreement"). The DOA and the Development Agreement are collectively referred to herein as the "Transferred Agreements".
C. The Transferred Agreements are included in the list of Development Entitlements attached as Exhibit B hereto and made a part hereof (the "Development Entitlements"), which list is illustrative of the material documents and instruments governing development of the Project, but is not intended to be an exhaustive list of all documents, instruments, and/or other matters that may govern development of the Project.
D. The ODA allows for the assignment of the DDA under a Consent Transfer or a Permitted Transfer, in either case, subject to the terms and conditions contained in Article 22 thereof, including the execution of an Assignment, Assumption and Release Agreement, substantially in the form attached to the ODA as Exhibit P. 102031148~9
EXHIBIT P
Form of Assignment, Assumption and Release Agreement
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E. The Development Agreement allows for the assignment of the Development Agreement subject to the terms and conditions of Article 9.1 thereof, subject to the Transferee thereunder entering into a Development Agreement Assignment and Assumption Agreement acknowledging the Transferee's rights and obligations thereunder.
F. This Agreement concerns the rights and obligations of the Transferred Agreements as they relate to Phase [XX] of development that is more particularly described in that certain DAP Application dated ____ , 20_ (the "Transferred Phase"). The land covered by the Transferred Phase is generally depicted on Exhibit A.
G. In connection with the development and financing of the Transferred Phase, Master Developer has agreed to a [Consent][Permitted] Transfer (as defined in the DDA) to Phase Developer as of the Effective Date that will assign certain of the rights and obligations of Developer under the Transferred Agreements and Development Entitlements applicable to the Transferred Phase as more particularly set forth in this Agreement, including the right to the conveyance of the those portions of the Transferred Phase that are required to be conveyed by Ground Lease from the City under the terms of the ODA. Phase Developer is willing to accept such rights and to assume such obligations, on the terms and conditions set forth in this Agreement. This Agreement satisfies the requirements of the Transferred Agreements that any transfer must be under an Assignment, Assumption and Release Agreement.
H. [Note: if the assignme_.t is from a subsequent transferee of Master Developer, include relevant additional recitals, in which case "Master Developer" will be changed to "Developer"]
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency 'of which are hereby acknowledged, the City, Master Developer and Phase Developer agree as follows:
1. Assignment By Master Developer.
1.1 Transferred Rights and Obligations. Master Developer hereby assigns to Phase Developer as of the Effective Date each and all of the right, title and interest of the Master Developer under the Transferred Agreements to the extent applicable to the Transferred Phase (collectively, the "Transferred Rights") and each and all of the obligations, terms, covenants, and agreements of the Master Developer under the Transferred Agreements to the extent applicable to the Transferred Property (collectively, the "Transferred Obligations"); except, however, that such assignment shall not include or affect the following ( collectively, the "Excluded Rights and Obligations"):
102031148_9
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1.1.1 The rights and obligations of Master Developer with respect to Financial Obligations under Section 1.5 (Master Developer's Role Generally) of the DDA; I . I .2 The obligations of Master Developer under Section 5 .5 (Parking and Access) of the DDA;
1.1.3 The obligations of Master Developer to record the Master CC&Rs as required under Section 6.2.2(c) of the DDA;
1.1.4 The obligations of Master Developer under A1ticle I 0 (Determination of Allowed Square Footage) of the DDA;
1.1.5 The obligations of Master Developer under Article 14 (Landfill Obligations) of the DDA;
1.1.6 The obi igations of Master Developer under Section 15 .2 .2 of the DDA.
1.1. 7 The rights and obligations of Master Developer with respect to Premium Costs under Article 16 of the DDA;
1.1.8 The rights and obligations of Master Developer under Section 18.2 (Relocation Assistance) of the DDA;
1.1.9 The obligations of Master Developer under Section 4.6 (Multimodal Improvement Plan) of the Development Agreement;
1.1.10 The obligations of Master Developer under Section 4.7 (Special Facilities Required for Electric Service) of the Development Agreement;
1.1.11 The obligations of Master Developer under Article 10 (Periodic Review of Developer's Compliance) of the Development Agreement; and
1.1.12 Any obligations of Master Developer under the Transferred Agreements that arose and were to be performed prior to the Effective Date of this Agreement (unless also expressly assumed under this Agreement by Phase Developer). [If expressly assumed, insert as necessary here.]
1.2 Covenant by Master Developer. Master Developer acknowledges that it shall remain jointly and severally liable with Phase Developer for the failure of Phase Developer to comply with the following Development Obligations (as defined in Section 5.3 of the DDA) in accordance with the timing and terms set forth in Section 9.1 of the DDA: [insert list of applicable Development Obligations that are assigned to the Phase Developer]
2. Assumption By Phase Developer.
2.1 Phase Developer's Assumption. Phase Developer hereby accepts each and all of the Transferred Rights, and Phase Developer hereby assumes and agrees to be bound by 102031148_9
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and perfonn, as a direct obligation of Phase Developer to the City, each and all of the Transferred ObHgations.
2.2 Phase Developer's Acknowledgment. Phase Developer hereby acknowledges that it has reviewed the Transferred Agreements and agrees to be bound by the Transferred Agreements (except for the Excluded Rights and Obligations) and all conditions and restrictions applicable to the Transferred Phase, including, without limitation, all conditions and restrictions contained in the Development Entitlements that are applicable to the Transferred Phase.
3. Representations and Warranties of Master Developer. Master Developer hereby makes the following representations and warranties to the City as of the Effective Date:
3 .1 Authority. Master Developer has the full right, power, authority and legal capacity to execute and deliver this Agreement, and all persons who execute this Agreement on behalf of Master Developer are duly authorized and empowered on behalf of Master Developer to do so.
3.2 Valid and Binding. This Agreement is a legal, valid and binding obligation of Master Developer, enforceable against Master Developer 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. 3 .3 Transferred Agreements. To the extent applicable to the Transferred . Phase, the Transferred Agreements are unmodified and in full force and effect, and the City has not agreed to any amendment of any provision of the Transferred Agreements with respect to the Transferred Phase. [If any amendments have occurred, state here.]
3.4 No Defaults. To the actual knowledge of Master Developer, no default on the part of City, and no breach, event, or failure of condition that, with notice or lapse of time or both, would constitute a default on the part of City, exists under the Transferred Agreements with respect to the Transferred Phase. [If any default exists, describe here.]
3.5 No Set-Offs. To the actual knowledge of Master Developer, there are no set-offs or defenses against the enforcement of any right or remedy, or any duty or obligation, of the City or Master Developer under the Transferred Agreements with respect to the Transferred Phase.
3.6 Consents. Master Developer has obtained all consents to the assignments and transfers of the Transferred Phase to Phase Developer that may be required by the Transferred Agreements and any other agreement to which Master Developer is a party or by which it is bound. Other than the consents so obtained, no consent to the Transfer of the Transferred Phase to Phase Developer is required under any agreement or other document to which Master Developer is a party or by which Master Developer or the Transferred Phase is bound (other than under the Transferred Agreements).
3.7 No Conflicts. The execution, delivery, and performance by Master Developer of this Agreement (i) will not contravene any legal requirements applicable to Master 102031148_9
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Form of Assignment, Assumption and Release Agreement
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Developer or the Transferred Phase, (ii) will not conflict with, breach or contravene any other agreement or document binding upon Master Developer or the Transferred Phase, and (iii) will not result in the creation or imposition of any liens on any portion of the Transferred Phase ( except as may be permitted under the terms of the Transferred Agreements).
3.8 No Termination Right. To the actual knowledge of the Master Developer, the Master Developer currently has no right to terminate the Transferred Agreements pursuant to Section 21.4 of the DDA or Section 7.2.5 of the Development Agreement.
4. Representations and Warranties of Phase Developer. Phase Developer hereby makes the following representations and warranties to the City as of the Effective Date:
4.1 Authority. Phase Developer has the full right, power, authority and legal capacity to execute and deliver this Agreement, and all persons who execute this Agreement on behalf of Phase Developer are duly authorized and empowered on behalf of Phase Developer to do so.
4.2 Valid and Binding. This Agreement is a legal, valid and binding obligation of Phase Developer, enforceable against Phase Developer 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.
4.3 No City Representations. Phase Developer has reviewed and is familiar with the terms and conditions of the Transferred Agreements. Phase Developer recognizes and acknowledges that, except as expressly provided herein, the City has made and is making no representation or warranty whatsoever, express or implied, regarding the amount, nature, or extent of any obligation, liability, or duty under the Transferred Agreements with regard to the Transferred Phase. Phase Developer undersu,.nds and acknowledges that (i) by its execution of this Agreement, Phase Developer has completely satisfied itself as to the existence, meaning and extent of the Transferred Obligations, and (ii) in accordance with the representations made by the City in Paragraph 5 below, the City has not agreed to any amendment of any provision of the Transferred Agreements with regard to the Transferred Phase and, except as expressly provided herein or in the Transferred Agreements, the City has not waived any right of the City or obligation of Owner under the Transferred Agreements with respect to the Transferred Phase.
4.4 Consents. Phase Developer has obtained all consents in connection with its assumption of the Transferred Obligations and for its acquisition of the Transferred Phase that may be required by any agreement or other document to which it is a patty or by which it is bound. Other than the consents so obtained, no consent to the acquisition of the Transfe1Ted Phase is required under any agreement or other document to which Phase Developer is a party or by which it is bound.
4.5 No Conflicts. The execution, delivery, and performance by Phase Developer of this Agreement and of the Transferred Obligations (i) will not contravene any legal requirements applicable to Phase Developer, (ii) will not conflict with, breach, or contravene any other agreement or document binding upon Phase Developer, and (iii) will not result in the creation or imposition of any liens on any portion of the Transferred Phase (except as may be permitted under the terms of the Transferred Agreements). 102031148_9
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4.6 Litigation. To the current actual knowledge of Phase Developer, there are no actions, suits, or proceedings at law or in equity or by or before any governmental authority pending or threatened against or affecting Phase Developer in which there is a reasonable possibility of a determination adverse to Phase Developer and that are reasonably likely, individually or in the aggregate, if determined adversely to Phase Developer, to have a material adverse effect on the ability of Phase Developer to perform the Transferred Obligations.
4.7 Net Worth. Phase Developer (a) by itself [or by providing a Guaranty] meets the Financial Requirement [ delete if the transfer is a Permitted Transfer under Section
22.6.l(a) and the Affiliate does not meet the Financial Requirement}, and (b) meets the Experience Requirement as both of those terms are defmed under Section 22.4.3(c) of the DDA with respect to the project contemplated on the Transferred Phase.
5. Representations and Warranties of City. The City hereby makes the following representations and warranties to Master Developer and to Phase Developer as of the Effective Date:
5 .1 Authority. City has the full right, power, authority and legal capacity to execute and deliver this Agreement, and all persons who execute this Agreement on behalf of City are duly authorized and empowered on behalf of City to do so.
5.2 Valid and Binding. This Agreement 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.
5 .3 Transferred Agreements. To the extent applicable to the Transferred Phase, the Transferred Agreements are in full force and effect, and the City has not agreed to any amendment of any provision of the Transferred Agreements with respect to the Transferred Phase. [If any amendments have occurred, state here.]
S .4 No Waivers. Except as expressly provided herein or in the Transferred Agreements, the City has not waived any right of the City or any obligation of Master Developer under the Transferred Agreements with respect to the Transferred Phase.
S .S No Defaults. To the actual knowledge of the City, no default on the part of Master Developer, and no breach or failure of condition that, with notice or lapse of time or both, would constitute a default on, the part of Master Developer, exists under the Transferred Agreements with respect to the Transferred Phase. [If any default exists, describe here.] S .6 No Set-Offs. To the actual knowledge of the City, there are no set-offs or defenses against the enforcement of any right or remedy, or any duty or obligation, of the City or Master Developer under the Transferred Agreements with respect to the Transferred Phase.
5.7 No Termination Right. To the actual knowledge of the City, the City currently has no right to terminate the Transferred Agreements pursuant to Section 21.4 of the DDA or Section 7.2.5 of the Development Agreement.
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6. Release of Master Developer. [Note: if Affiliate does not meet the Financial Requirement in accordance with Section 22.6.l(a) of the DDA, then Master Developer shall not be released as to the applicable Transfer and this Section 6 will be inapplicable]
6.1 Qualifying Transfer. The City hereby acknowledges the assignment from Master Developer to Phase Developer is a [P~j'njJ!!~dJ[f_op_sfi:(t] Transfer in accordance with Article 22 of the DDA and Section 9.1 of the Development Agreement. Therefore, in accordance with Section 22. 7 of the DDA, but subject to the terms of Paragraph 1.2 above, the City hereby agrees to release Master Developer from its obligations under the Transferred Agreements applicable to the Transferred Phase, as more particularly set forth in Paragraph 6.2 below.
6.2 City Release. The City hereby unconditionally and irrevocably fully releases and discharges Master Developer from all obligations of Master Developer under the Transferred Agreements applicable to the Transferred Phase, including, without limitation, the Transferred Obligations, excepting therefrom the Excluded Rights and Obligations. With respect to the foregoing release, the City hereby acknowledges that such release is made with the advice of counsel and with full knowledge and understanding of the consequences and effects of such release. Further, as to unknown and unsuspected claims as of the Effective Date, the City hereby acknowledges that such release is made with the full knowledge, understanding, and agreement that California Civil Code Section 1542 provides as follows, and the City hereby agrees that the protection afforded by said Code section and any similar law of the State of California or any other jurisdiction is specifically waived:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM OR HER MUST HA VE MATERIALLY AFFECTED HIS
OR HER SETTLEMENT WITH THE DEBTOR."
City
By: - - ------------------
6 .3 City's Acknowledgment.
6.3.1 Without in any way modifying, limiting, or expanding the provisions of Section 21.2.3 of the DDA, the City hereby confirms that, pursuant to such Section
21.2.3, no Event of Default by Master Developer with respect to its obligations under the DDA shall be deemed to be an Event of Default by any Phase Developer (including any Affiliate of Master Developer) acting in its capacity as a Phase Developer under the DDA; and (B) no Event of Default by a Phase Developer (including Master Developer and Affiliates of Master Developer when acting as a Phase Developer) shall be deemed to be an Event of Default by Master Developer, an Affiliate of Master Developer or any other Phase Developer with respect to its obligations under the DDA.
6.3.2 Without in any way modifying, limiting, or expanding the prov1s1ons of Section 12. l of the Development Agreement, the City hereby confirms that pursuant to such Section 12.1, no Event of Default by the Phase Developer, as Transferee of the 10203 I 148_9
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Development Agreement hereunder, this Agreement or any Ground Lease, as applicable, shall constitute a default by Master Developer or its successors and assigns with respect to any other portion of the Project Site and shall not entitle City to terminate or modify the Development Agreement with respect to such other portion of the Project Site except to the extent that termination is allowed under the DDA.
7. Covenant by Phase Developer. The Phase Developer covenants and agrees not to challenge the enforceability of any of the provisions or requirements of the Development Entitlements.
8. General Provisions.
8.1 Attorneys' Fees.
8.1.1 . Prevailing Party. Should any party hereto institute any action or proceeding to enforce any provision hereof or for damages by reason of an alleged breach of any provision hereof, the prevailing party(ies) shall be entitled to receive from the losing party(ies) reasonable court costs or expenses incurred by the prevailing party(ies), including, without limitation, expert witness fees, document copying expenses, exhibit preparation costs, courier expenses and postage and communication expenses, and such amount as the court may adjudge to be reasonable attorneys' fees for the services rendered the prevailing party(ies) in such action or proceeding. Attorneys' fees under this Paragraph 7.1 include attorneys' fees on any appeal, and, in addition, a party entitled to attorneys' fees shall be entitled to all other reasonable costs and expenses incurred in connection with such action.
8.1.2 Reasonable Fees. For purposes of this Agreement, reasonable fees of attorneys and any in-house counsel for the City (including the City Attorney), Master Developer, or Phase Developer shall be based on the 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 party's 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.
8.2 Notices. A notice or communication under this Agreement by any party to any other party shall be sufficiently given or delivered if dispatched by hand or by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:
102031148_9
8.2.1 in the case of a notice or communication to the City, City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Attention: City Manager
With A Copy To:
City of Santa Clara
1500 Warburton Avenue
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Santa Clara, CA 95050
Attention: City Attorney
8.2.2 in the case of a notice or communication to Master Developer, Related Santa Clara, LLC
c/o The Related Companies, L.P.
60 Columbus Circle
New York, New York 10023
Attn: Joshua Young
With A Copy To:
Gibson Dunn & Crutcher LLP
555 Mission Street, 30th Floor
San Francisco, California 94105
Attention: Neil H. Sekhri, Esq.
8.2.3 in the case of a notice or communication to Phase Developer, [Insert Information]
With a copy to:
[Insert Information]
8.2.4 Content of Notice. Every notice given to a party hereto, pursuant to the terms of the Transferred Agreements, must state (or must be accompanied by a cover letter that states) substantially the following:
(a) the section of the Transferred Agreements (or this
Agreement) pursuant to which the notice is given and the action or response required, if any; (b) if applicable, the period of time, which shall not be less than fifteen (15) days following the party's receipt of the notice, within which the recipient of the notice must respond thereto;
(c) if applicable, that the failure to object to the notice within a stated time period, which shall not be less than fifteen (15) days following the party's receipt of the notice, will be deemed to be the equivalent of the recipient's approval or disapproval of or consent to the subject matter of the notice;
( d) if approval is being requested, shall be clearly marked "Request for Approval"; and
(e) if a notice of disapproval or an objection which requires reasonableness, shall specify with particularity the reasons therefor. 102031148_9
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8.2.5 Effective Date of Notice. Any mailing address may be changed at any time by giving written notice of such change in the manner provided above at least ten (10) days prior to the effective date of the change. All notices under this Agreement shall be deemed given, received, made, or communicated on the date personal receipt actually occurs or, if mailed, on the delivery date or attempted delivery date shown on the return receipt.
8.3 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective executors, administrators, successors, and assigns.
8.4 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which shall constitute one instrument. It shall not be necessary in making proof of this Agreement to account for more than one counterpart.
8.5 Captions. Any captions to, or headings of, the Articles, Paragraphs, or subparagraphs of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof.
8.6 Amendment To Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto.
8.7 Exhibits. Tue Exhibits attached hereto are hereby incorporated herein by this reference for all purposes.
8.8 Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof.
8.9 Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of California, without regard to principles of conflicts oflaw.
8.10 Fees and Other Expenses. Except as otherwise provided herein, each of the parties shall pay its own fees and expenses in connection with this Agreement.
8.11 Partial Invalidity. If any portion of this Agreement as applied to any party or to any circumstances shall be adjudged by a court to be void or unenforceable, such portion shall be deemed severed from this Agreement and shall in no way affect the validity or enforceability of the remaining portions of this Agreement.
8.12 Independent Counsel. Each party hereto acknowledges that: (a) it has been represented by independent counsel in connection with this Agreement; (b) it has executed this Agreement with the advice of such counsel; and (c) this Agreement is the result of negotiations between the parties hereto and the advice and assistance of their respective counsel.
The fact that this Agreement was prepared by Master Developer's counsel as a matter of convenience shall have no import or significance. Any uncertainty or ambiguity in this 102031148_9
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Agreement shall not be construed against Master Developer or any other party to this Agreement because Master Developer's or such party's counsel prepared portions of this Agreement in its final form.
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IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed on its behalf as of the Effective Date.
CITY:
CITY OF SANT A CLARA, a municipal
corporation
By: ___________ _
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: ( 408) 615-2210
Fax Number: (408) 241-6771
Approved as to Form:
By: ______ _
Name:
Title:
MASTER DEVELOPER:
RELATED SANT A CLARA, LLC, a Delaware limited liability company By: ----------------
Its: Authorized Signatory
PHASE DEVELOPER
lts:
I 0203 l l 4_L9
Authorized Signatory
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State of California )
County of ______ __,
On ____ ____ __ before me, _ ____________ _, a 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.
Signature ____________ _ (Seal)
Signature of Notary Public
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State of California )
County of ______ _,
On __________ before me, _____________ _, a 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.
Signature ____________ _ (Seal)
Signature of Notary Public
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State of California )
County of ______ _,
On __________ before me, ______________ , a Not_ary 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.
Signature ____________ _ (Seal)
Signature of Notary Public
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EXHIBIT A
DESCRIPTION OF TRANSFERRED PROPERTY
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EXHIBITB
DEVELOPMENT ENTITLEMENTS
The following constitute the Development Entitlements:
D Certification of Environmental Impact Report, State Clearinghouse No. 2014072078 (City Council Resolution No. 16-8337) (includes Adoption of Mitigation Monitoring and Reporting Program, and CEQA Findings and Statement of Overriding Considerations D Amendments to the Santa Clara General Plan to create a new "Urban Center Entertainment district" General Plan classification for the Property, amend Figure 2 .3-1 ("Areas of Potential Development") and related minor text amendments, and amend its Climate Action Plan (City Council Resolution No. 16-8338) D Amendment to the Santa Clara Zoning Code and Zoning Map rezoning the Project Site to PD-MC; and adopting the Master Community Plan for the Project (City Council Resolution No. 16-8339)
D Disposition and Development Agreement (City Council Resolution No. 16-8340) D Development Agreement (City Council Ordinance No. 1956) D Establishing Procedures for Compliance with Cal. Govt. Code Section 37380 for Leasing Property for a Cumulative Term in Excess of 55 Years (City Council Ordinance No. 1957)
D Adopting Overriding Findings Regarding Santa Clara County Airport Land Use Commission's Determination oflnconsistency for the Project (City Council Resolution No. 16-8341)
D [any subsequent approvals to be added here:)
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EXHIBIT Q
FORM OF CITY COMPLETION GUARANTY
GUARANTY AGREEMENT (COMPLETION)
THIS GUARANTY AGREEMENT (COMPLETION) ("Guaranty") is made as of _____ _, 20_, by a ________ ("Related Guarantor") [and __________________ , a _______ __, (" Guarantor"; Related Guarantor and ______ Guarantor, collectively, the "Guarantor"), in favor of THE CITY OF SANTA CLARA, a public body, corporate and politic, of the State of California ("City").
RECITALS
A. City and Related Santa Clara, LLC, a Delaware limited liability company ("Related" or "Master Developer") are parties to that certain Disposition And Development Agreement (City Place Santa Clara), dated as of August 12, 2016 (the "DDA"). Among other things, the ODA sets forth the procedures governing disposition of the Airspace Parcels to Phase Developers under the terms of Ground Leases and the development rights and obligations of the Phase Developers thereunder. Each initially capitalized term used here.in without definition has the meaning ascribed to such term in the ODA.
B. .__ ______ __. ("Developer") is the Developer of Phase [1, 2 or 3 as applicable] under that certain Ground Lease dated as of ______ , 20_ (the "Ground Lease") and the assignee of the DOA as to that Phase pursuant to that certain Assignment and Assumption Agreement by and between Master Developer, City and Developer dated _____ , 20_. Developer is installing certain Improvements described on Exhibit "A" appended hereto (the "Phase Improvements") on the premises demised by the Ground Lease (the "Premises").
Section 27.3.1 of the ODA obligates Developer to execute and deliver a Completion Guaranty to and in favor of the City for the Phase Improvements and otherwise in accordance with Section 27.3.1 of the DOA as a condition to Commencing construction of any Phase Improvements in such Phase.
C. Guarantor owns an indirect interest in Developer and will benefit from the execution and delivery of the Ground Lease by the City.
NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by the parties hereto, Guarantor unconditionally, absolutely and irrevocably guarantees and agrees as follows:
1. GUARANTY. Guarantor , jointly and severally if there be more than one Guarantor,} hereby unconditionally, absolutely and irrevocably guarantees in accordance with Section 3, the performance by Developer of all obligations of Developer as the "Phase Developer" under the ODA to "Complete" (as defined in the ODA) and pay the cost of Completing construction of the Phase Improvements. Without limiting the generality of the foregoing and in addition thereto, Guarantor guarantees that: the Phase Improvements shall be constructed and Completed in accordance with the DOA free and clear of any mechanic's liens, materialman's liens and equitable liens (other than Permitted Liens).
2. TERMINATION. Guarantor's obligations under Section 1 above shall remain in effect until the earliest to occur of (a) the date that the Phase Improvements have been Completed, as that term is defined in the ODA, provided, that Guarantor's obligations with respect to the release and discharge of all claims of stop notices, mechanic's liens, materialman's liens and equitable liens that may arise in connection with completion of the Phase Improvements shall survive until such time as the statutory period for filing such notices or liens with respect to the Phase Improvements shall have expired; or (b) Developer has delivered a Lender Guaranty to the City in accordance with Section 27 .3.1 of the ODA or provided any other substitute Adequate Security which satisfies the requirements of the ODA.
3. OBLIGATIONS OF GUARANTOR UPON EVENT OF DEFAULT BY BORROWER. If the Phase Improvements are not Completed in the manner and within the time (if any time is specified in the ODA) required by the DOA, or if, prior to the Completion of the Phase Improvements, construction of the Phase Improvements should cease or be halted and such cessation or halt constitutes an Event of Default (as defined in the DOA), City may elect, at its sole discretion, to require Guarantors to: (A) Complete construction of the Phase Improvements, at Guarantors' sole cost and expense (provided, Guarantors shall be entitled to the benefit of any surety bonds or other security or collateral held to secure installation of the Phase Improvements, substantially in accordance with the DOA; (B)
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fully pay and discharge all claims for labor performed and material and services furnished in connection with the construction of the Phase Improvements; and (C) release and discharge all claims of stop notices, mechanic's liens, materialman's liens and equitable liens that may arise in connection with the construction of the Phase Improvements.
4. REMEDIES. If Guarantor fails to promptly perform its obligations under this Guaranty, following written notice from City, in addition to any other remedies available to City, City will have the following remedies:
(a) If City in its sole discretion chooses to do so, City may perform or cause to be performed any or all of Guarantor's obligations under this Guaranty on Guarantor's behalf, and Guarantor shall reimburse City immediately on demand for all costs and expenses, including any attorneys' fees, that City may incur in performing those obligations.
(b) City may bring any action at law or in equity, or both, to compel Guarantor to perform its obligations under this Guaranty and to collect compensation for all loss, cost, damage, injury and expense which may be sustained or incurred by City as a consequence of Guarantor's failure to perform those obligations. City from time to time may bring such an action regardless of whether City has first required performance by Developer, or whether City has exhausted any or all security (if any). (c) NOTWITHSTANDING ANYTHING CONTAINED OR IMPLIED IN THIS GUARANTY, CITY
UNCONDITIONALLY AND IRREVOCABLY AGREES THAT IF GUARANTOR SHALL DEFAULT IN THE PERFORMANCE OF GUARANTOR'S OBLIGATIONS UNDER SECTIONS 1 AND 2 OF THIS GUARANTY, CITY
SHALL, IN THE EXERCISE OF ANY REMEDIES HEREUNDER, BE AUTHORIZED TO RECOVER FROM
GUARANTOR AN AMOUNT EQUAL TO THE DIFFERENCE BETWEEN (A) THE FAIR MARKET VALUE OF
THE PREMISES AT THE DATE OF BREACH AS IF EACH AND ALL OF THE PHASE IMPROVEMENTS THEN
REQUIRED TO HAVE BEEN COMPLETED HAD, IN FACT, BEEN COMPLETED AS AND WHEN REQUIRED
UNDER THE ODA AND (B) THE ACTUAL FAIR MARKET VALUE OF THE PREMISES AT OF THE DATE OF
BREACH AFTER GIVING EFFECT TO INSTALLATION OF ANY PORTION OF THE PHASE IMPROVEMENTS
CONSTRUCTED ON THE PREMISES
(d) THE PARTIES ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR INJUNCTIVE OR OTHER
EQUITABLE RELIEF GRANTED IN FAVOR OF THE CITY IN CONNECTION WITH ANY BREACH BY
GUARANTOR OF ITS OBLIGATIONS TO THE CITY UNDER THIS GUARANTY, THE FOREGOING FORMULA
SHALL GOVERN AND CONTROL THE CALCULATION OF DAMAGES FOR ANY BREACH BY GUARANTOR
OF ITS OBLIGATIONS TO CITY UNDER THIS GUARANTY TO THE EXCLUSION OF ANY OTHER REMEDY
OR COMPENSATION OR REIMBURSEMENT TO THE CITY FOR ANY LOSSES, DAMAGES, COSTS AND EXPENSES INCURRED BY THE CITY. CITY EXPRESSLY AGREES THAT THE DAMAGE FORMULA SET FORTH HEREINABOVE IN SECTION 4(c) WILL ADEQUATELY COMPENSATE CITY FOR ANY AND ALL
IMPAIRMENT OF VALUE AND ALL OTHER DAMAGES OF ANY TYPE OR NATURE ARISING FROM A
FAILURE BY GUARANTOR TO COMPLETE THE PHASE IMPROVEMENTS AS AND WHEN REQUIRED BY THE DDA.
5. RIGHTS OF CITY. Guarantor authorizes City, without giving notice to Guarantor or obtaining Guarantor's consent and without affecting the liability of Guarantor, from time to time in City's sole discretion to do any one or more of the following: (a) approve modifications to the Plans and Specifications; (b) change the terms of the DOA or any part thereof; (c) renew, modify, compromise or extend all or any portion of Developer's obligations under the DDA; (d) take and hold security for the performance of Developer's obligations under the DOA and Guarantor's obligations under this Guaranty, accept additional or substituted security for either, and exchange, enforce, waive, subordinate, compromise, fail to perfect, and release, sell or otherwise dispose of any such security in whole or part; (e) apply such security and direct the order and manner of sale thereof as City in its sole discretion may determine; (f) apply payments or recoveries received by City from Developer, Guarantor or any other source to any obligations of Borrower to City, in such order, manner and priority as City shall determine in its sole discretion, whether or not any such obligations are covered by this Guaranty; (g) substitute, add or release any one or more guarantors; and (h) release Developer from all or any part of its obligations under the ODA.
6. GUARANTOR'S WAIVERS. To the extent permitted by applicable law, Guarantor waives any and all rights and defenses based upon or arising out of (a) any legal disability or other defense of Developer, any other guarantor or other person or by reason of the cessation or limitation of the liability of Developer from any cause other than full performance of all obligations under the ODA; (b) any lack of authority of the officers, directors, partners, managers, members or agents acting or purporting to act on behalf of Developer, Guarantor or any principal of Developer or Guarantor, or any defect in the formation of Developer, such Guarantor or any principal of Developer or such Guarantor; (c) any act or omission by City which directly or indirectly results in, or contributes to, the release of Developer or any other person or any collateral for any obligation to the City in respect of the
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DOA; (d) the unenforceability or invalfdity of any collateral assignment or guaranty with respect to any obligation to City in connection with the DOA, or the lack of perfection or continuing perfection or lack of priority of any lien which secures any obligation to City; (e) any failure of City to marshal assets in favor of Guarantor or any other person; (f) any modification of any obligation to City in connection with the ODA; (g) an election of remedies by City, even though that election of remedies (such as a non-judicial foreclosure, if available and/or permitted, with respect to security for a guaranteed obligation) has or may have destroyed such Guarantor's rights of subrogation, reimbursement and contribution against the principal by the operation of applicable law or otherwise; (h) City's failure to disclose to such Guarantor any information concerning Developer's financial condition or any other circumstances bearing on Developer's ability to pay and perform its obligations under the ODA; (i) any statute or rule of law which provides that the obligation of a surety or guarantor must be neither larger in amount nor in any other respects more burdensome than that of a principal or which reduces a surety's or guarantor's obligation in proportion to the principal obligation; 0) any failure of City to file or enforce a claim in any bankruptcy or other proceeding with respect to any person; (k) City's election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111 (b )(2) of the Federal Bankruptcy Code or any successor statute; (I) any borrowing or any grant of a security interest under Section 364 of the Federal Bankruptcy Code; (m) any right of subrogation, any right to enforce any remedy which City may have against Developer and any right to participate in, or benefit from, any security for the DOA or any of Developer's obligations under the DOA now or hereafter held by City; (n) all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of this Guaranty and of the existence, creation, or incurring of new or additional obligations, and demands and notices of every kind except such notices as may be expressly required under this Guaranty; (o) any statute of limitations affecting the liability of Guarantor hereunder or the enforcement hereof; (p) use of cash collateral under Section 363 of the United States Bankruptcy Code; and (q) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any person. Guarantor further specifically waives any and all rights and defenses that Guarantor may have because the obligations of Developer are or may be secured by real property; this means, among other things, that: (1) City may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by Developer; (2) if City forecloses on any real property collateral pledged by Developer, then (A) the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (8) City may collect from Guarantor even if City, by foreclosing on the real property collateral, has destroyed any right, including, without limitation, any right of subrogation or right of indemnity, Guarantor may have to collect from Developer. The foregoing sentence is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because Developer's debt is secured by real property. This understanding and waiver is made in addition to and not in limitation of any of the other terms and conditions of this Guaranty. These rights and defenses being waived by each Guarantor include, but are not limited to, any rights or defenses based upon deficiency limitation or antideficiency, redemption or other similar rights, if any. Guarantor agrees that the payment or performance of any act which tolls any statute of limitations applicable to the ODA shall similarly operate to toll the statute of limitations applicable to Guarantor's liability hereunder. Without limiting the generality of the foregoing or any other provision hereof, Guarantor further expressly waives to the extent permitted by law and for so long as the DOA is in effect any and all rights and defenses, including, without limitation, any rights of subrogation, reimbursement, indemnification and contribution, which might otherwise be available to Guarantor under any applicable law (other than the defense of due payment or performance) and any right or defense that Guarantor may have or be entitled to assert based upon or arising out of any one or more of Sections 580a, 580b, 580d or 726 of the California Code of Civil Procedure or Section 2848 of the California Civil Code and any rights and defenses that are or may become available to Guarantor by reason of Sections 2787 to 2855, inclusive, of the California Civil Code.
7. GUARANTORS' WARRANTIES. Guarantor warrants, represents, covenants and acknowledges to City that: (a) Guarantors acknowledges and agrees that City would not enter into the Ground Lease but for this Guaranty, and that this Guaranty and the agreements of Guarantor in this Guaranty is a material part of the consideration which City is receiving for entering into the Ground Lease; (b) Guarantor has reviewed and understands all of the terms and provisions of the DDA; (c) there are no conditions precedent to the effectiveness of this Guaranty; (d) the Guarantor has established adequate means of obtaining from sources other than City, on a continuing basis, financial and other information pertaining to Developer's financial condition, the Premises, the Phase Improvements and Developer's activities relating thereto and the status of Developer's performance of obligations under the DDA; (e) the most recent financial statements of Guarantor and all other financial information relating to Guarantor heretofore or hereafter delivered to City are true and correct in all material respects, and the financial statements have been, and any hereafter delivered will be, prepared in accordance with generally accepted accounting principles consistently applied ("GAAP") ("Approved Accounting") and fairly and accurately
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represent the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; (f) Guarantor is not "insolvent" and will not be, as a consequence of the execution and delivery of this Guaranty, rendered "insolvent', as that term is defined in Section 101 of the Federal Bankruptcy Code, or otherwise rendered unable to pay Guarantor's debts as the same mature; and (g) the calculation of liabilities in any such financial statements do NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 825-10-25 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities, and therefore, the amount of liabilities is the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discount. Each Guarantor acknowledges and agrees that City may request and obtain public or non-confidential information from third parties regarding any of the above, including, without limitation, credit reports.
8. FINANCIAL COVENANTS.
9. 8.1 Financial Condition. Guarantor shall maintain compliance with the following finan cial covenants applicable to Guarantor at all times that the ODA remains in effect and any of the Phase Improvements have not been Completed, using Approved Accounting principles consistently applied:
(a) Net Worth. Related Guarantor shall maintain Net Worth (as defined below) not at any time less than $300,000,000.
"Net Worth" shall mean net worth calculated in accordance with Approved Accounting. (b) Minimum Liquidity of Guarantors. Guarantor shall maintain at all times Liquid Assets of at least $75,000,000 as determined by professionally prepared financial statements, tax returns, and other related financial documents of Guarantor.
"Liquid Assets" shall mean:
(i) with respect to Guarantor, cash or cash equivalents and any of the following, to the extent owned individually, free of all security interests, liens, pledges, charges or any other encumbrance: (A) U.S. dollar denominated time deposits and certificates of deposit (with a maturity of 270 days or less) issued by, or savings account with, an Approved Bank (as hereinafter defined) and capable of being sold, liquidated or converted into cash within ten (10) Business Days, (8) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States supports such obligation or guarantee) that are capable of being sold, liquidated or converted into cash within ten (10) Business Days, (C) marketable securities listed on a securities exchange recognized by the United States, Europe or Canada, or quoted on a securities quotation system recognized by the United States, Europe or Canada, in each case marked to market and reasonably determined by City, (D) liquid debt instruments that have a readily ascertainable value, are regularly traded in a recognized financial market and are capable of being sold, liquidated or converted into cash within ten (10) Business Days, and (E) without duplication , undrawn lines of credit available to Guarantor issued by a lending institution; and "Approved Bank" means (x) any bank organized or existing under the laws of the United States of America or under the laws of any State and any branch of any foreign bank which is licensed to operate in the United States or in any State having capital and surplus in excess of $500,000,000 and having a long-term senior unsecured debt obligations credit rating of not less than A- from S&P and the equivalent rating from another recognized major credit ratings agency (or if not rated by S&P, the equivalent rating from two or more recognized major credit ratings agencies) or (y) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody's is at least P-1 or the equivalent thereof.
FINANCIAL STATEMENTS.
9.1 Guarantor Financial Statements.
10. 11.
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Guarantor, or if there be more than one Guarantor, each Guarantor, shall deliver to City, as soon as available, but in no event later than (i) sixty (60) days after each of March 31 , June 30 and September 30 of each year, current unaudited financial statements (including, without limitation, an income and expense statement, a cash flow statement and a balance sheet) certified to be true, complete and correct by an authorized officer of each such Guarantor and (ii) one hundred fifty (150) days after each calendar year-end, current financial statements (including, without limitation, an income and expense statement, a cash flow statement and a balance sheet) audited by KPMG or such other certified public accounting firm reasonably acceptable to City, in each case, together with any other financial information reasonably requested by City for each such Guarantor. Each such financial statement delivered with respect to each second calendar quarter and each calendar year-end shall be accompanied by a certificate of each such Guarantor confirming such Guarantor's compliance with Section 9.1 above.
9.2 Reserved.
9.3 Additional Reports. Guarantor, or if there be more than one Guarantor, each Guarantor, shall deliver to City, as soon as available, but in no event later than one hundred fifty (150) days after each calendar year-end. detailed reports of all real estate holdings and contingent liabilities of Guarantor.
9.4 Form. Each Guarantor agrees that all financial statements to be delivered to City pursuant to this Section g shall: (a) be complete and correct; (b) present fairly the financial condition of the party; (c) disclose all liabilities that are required to be reflected or reserved against; and (d) be prepared in accordance with GAAP consistently applied. Notwithstanding the foregoing, the calculation of liabilities shall NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 825-10-25 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discount. Each Guarantor acknowledges and agrees that City may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports.
SUBORDINATION. Guarantor subordinates all present and future indebtedness owing by Developer to Guarantor, to the obligations at any time owing by Developer to City under the DDA. Guarantor assigns all such indebtedness to City as security for this Guaranty. Guarantor agrees to make no claim for such indebtedness by Developer to Guarantor until all obligations of Developer under the DDA have been fully and indefeasibly discharged. Guarantor further agrees not to assign all or any part of such indebtedness by Developer to Guarantor unless City is given prior notice and such assignment is expressly made subject to the terms of this Guaranty. If City so requests, (a) all instruments evidencing such indebtedness by Developer to Guarantor shall be duly endorsed and delivered to City, (b) all security for such indebtedness by Developer to Guarantor shall be duly assigned and delivered to City, (c) such indebtedness by Developer to such Guarantor shall be enforced, collected and held by each Guarantor as trustee for City and shall be paid over to City, and (d) Guarantor shall execute, file and record such documents and instruments and take such other action as City deems necessary or appropriate to perfect, preserve and enforce City's rights in and to such indebtedness and any security therefor.
Notwithstanding anything to the.contrary herein or elsewhere in the DDA, provided that at such time there is no Event of Default (as defined in the DDA) or Guarantor Default (as defined in this Guaranty) that has occurred and is continuing, Guarantor may collect and receive any dividends or distributions by Developer to its members, shareholders and other beneficial interest holders.
BANKRUPTCY OF DEVELOPER. In any bankruptcy or other proceeding in which the filing of claims is required by law, Guarantor shall file all claims which Guarantor may have against Developer relating to any indebtedness of Developer to Guarantor and shall assign to City (for the benefit of the City) all rights of Guarantor thereunder. If Guarantor does not file any such claim, City, as attorney-in-fact for Guarantor, is hereby authorized to do so in the name of Guarantor or, in City's discretion, to assign the claim to a nominee and to cause proof of claim to be filed in the name of City's nominee. The foregoing power of attorney is coupled with an interest and cannot be revoked. City or City's nominee shall have the right, in its reasonable discretion, to accept or reject any plan pr.oposed in such proceeding and to take any other action which a party filing a claim is entitled to do. In all such
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cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to City the amount payable on such claim and, to the full extent necessary for that purpose, Guarantor hereby assigns to City (for the benefit of the City) all of Guarantor's rights to any such payments or distributions; provided, however, Guarantor's obligations hereunder shall not be satisfied except to the extent that City receives cash by reason of any such payment or distribution. If City receives anything hereunder other than cash, the same shall be held as collateral for amounts due under this Guaranty. If all or any portion of the obligations guaranteed hereunder are paid or performed, the obligations of Guarantor hereunder shall continue and shall remain in full force and effect in the event that all or any part of such payment or performance is avoided or recovered directly or indirectly from City as a preference, fraudulent transfer or otherwise under the Bankruptcy Code or other similar laws, irrespective of (a) any notice of revocation given by Guarantor prior to such avoidance or recovery, or (b) full payment and performance of all of obligations under the ODA.
12. ADDITIONAL, INDEPENDENT AND UNSECURED OBLIGATIONS. This Guaranty is a continuing guaranty of payment and performance, and not of collection and cannot be revoked by Guarantor and shall continue to be effective with respect to any and all obligations referenced in Section 1 hereof arising or created after any attempted revocation hereof or after the death of Guarantor (if Guarantor is a natural person, in which event this Guaranty shall be binding upon Guarantor's estate and Guarantor's legal representatives and heirs). The obligations of Guarantor hereunder shall be in addition to and shall not limit or in any way affect the obligations of Guarantor under any other existing or future guaranties unless said other guaranties are expressly modified or revoked in writing. Guarantor agrees that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment is made by Developer to City and such payment is rescinded or must otherwise be returned by City (as determined by City in its sole and absolute discretion) upon insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, receivership, conservatorship, winding up or other similar proceeding involving or affecting Developer. This Guaranty is independent of the obligations of Developer under the ODA. City may bring a separate action to enforce the provisions hereof against Guarantor without taking action against Developer or any other party or joining Developer any other party as a party to such action. Except as otherwise provided in this Guaranty, this Guaranty is not secured and shall not be deemed to be secured by any security instrument.
13. · CREDIT REPORTS. Each legal entity and individual obligated on this Guaranty hereby authorizes City to order and obtain, from a credit reporting agency of City's choice, a third party credit report on such legal entity and individual.
14. ENFORCEABILITY. Guarantor hereby acknowledges that: (a) the obligations undertaken by Guarantor in this Guaranty are complex in nature, and (b) numerous possible defenses to the enforceability of these obligations may presently exist and/or may arise hereafter, and (c) as part of City's consideration for entering into this transaction and the Ground Lease, City has specifically bargained for the waiver and relinquishment by Guarantor of all such defenses (other than the defense that the Guarantor or Developer have paid and performed all obligations of the Guarantors hereunder), and {d) Guarantor has had the opportunity to seek and receive legal advice from skilled legal counsel in the area of financial transactions of the type contemplated herein. Given all of the above, Guarantor does hereby represent and confirm to City that Guarantor is fully informed regarding, and that Guarantor does thoroughly understand: (i) the nature of all such possible defenses, and (ii) the circumstances under which such defenses may arise, and (iii) the benefits which such defenses might confer upon Guarantor, and {iv) the legal consequences to Guarantor of waiving such defenses. Guarantor acknowledges that Guarantor makes this Guaranty with the intent that this Guaranty and all of the lnformed waivers herein shall each and all be fully enforceable by City, and that City is induced to enter lnto this transaction and the Ground Lease in material reliance upon the presumed full enforceability thereof.
15. DEFAULT. City may declare Guarantor to be in default under this Guaranty upon the occurrence of any of the following events (each a "Guarantor Default"): (a) Guarantor fails to perform any of its obligations under this Guaranty; (b) Guarantor revokes or attempts to revoke this Guaranty or this Guaranty becomes ineffective for any reason; (c) any representation or warranty made or given by Guarantor to City proves to be false or misleading in any material respect; (d) Guarantor is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or commences or has commenced against it a proceeding under the Federal Bankruptcy Code or any other law or statute providing for the relief of debtors; or (e) Guarantor dissolves or liquidates.
16. INTENTIONALLY OMITTED.
17. MISCELLANEOUS.
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17.1 Notices. All notices, demands, or other communications under this Guaranty shall be in writing and shalt be delivered to the appropriate party at the address set forth below (subject to change from time to time by written notice to all other parties to this Guaranty). All notices, demands or other communications shall be considered as properly given if delivered personally or sent by first class United States Postal Service mail, postage prepaid, or by Overnight Express Mail or by overnight commercial courier service, charges prepaid, except that notice of default may be sent by certified mail, return receipt requested, charges prepaid. Notices so sent shall be effective three (3) Business Days after mailing, if mailed by first class mail, and otherwise upon delivery or refusal; provided, however, that non-receipt of any communication as the result of any change of address of which the sending party was not notified or as the result of a refusal to accept delivery shall be deemed receipt of such communication. For purposes of notice, the address of the parties shall be:
Guarantors:
Attention:
With a copy to:
Attention:
With a copy to: Gibson, Dunn & Crutcher LLP
Attention:
With a copy to:
City:
With a COPY to:
Any party shall have the right to change its address for notice hereunder to any other location within the continental United States by the giving of five (5) days' notice to the other party in the manner set forth hereinabove.
17.2 Authorization; No Violation. Guarantor is authorized to execute, deliver and perform under this Guaranty, which is a valid and binding obligation of Guarantor. No provision or obligation of Guarantor contained in this Guaranty violates any applicable law, regulation or ordinance or any order or ruling of any court or governmental agency to which Guarantor is subject or by which it is bound. No such provision or obligation conflicts with, or constitutes a breach or default under, any agreement or instrument to which Guarantor is a party or by which it is bound. No consent, approval or authorization of or notice to any person or entity is required in connection with Guarantor's execution, delivery and performance of its obligations under this Completion Guaranty.
17.3 17.4 No Waiver. Each waiver by City must be in a writing executed by a duly authorized officer of City, and no waiver shall be construed as a continuing waiver. No waiver shall be implied from City's delay in exercising or failure to exercise any right or remedy against Developer, Guarantor or any security.
Consent by City to any act or omission by Developer or Guarantor shall not be construed as a consent to any other or subsequent act or omission, or as a waiver of the requirement for City's consent to be obtained in any future or other instance. All remedies of City against Guarantor are cumulative.
17.5 Waiver of Right to Trial by Jury. TO THE EXTENT PERMITTED BY APPLICABLE STATE LAW,
GUARANTOR (AND BY ITS ACCEPT ANGE OF THIS GUARANTY, CITY) HEREBY EXPRESSLY
WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER THIS GUARANTY, INCLUDING, WITHOUT LIMITATION, ANY PRESENT OR
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FUTURE MODIFICATION THEREOF OR (b) IN ANY WAY CONNECTED WITH OR RELATED OR
INCIDENT AL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO
THIS GUARANTY (AS NOW OR HEREAFTER MODIFIED) OR ANY OTHER INSTRUMENT,
DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE
TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER SUCH CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION IS NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND GUARANTOR (AND BY ITS
ACCEPTANCE OF THIS GUARANTY, CITY) HEREBY AGREES AND CONSENTS THAT ANY PARTY
TO THIS GUARANTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION
WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF ANY RIGHT THEY MIGHT OTHERWISE HAVE TO TRIAL BY JURY.
17.6 Severability. If any provision or obligation under this Guaranty shall be determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be deemed severed from this Guaranty and the validity, legality and enforceability of the remaining provisions or obligations shall remain in full force as though the invalid, illegal, or unenforceable provision had never been a part of this Guaranty.
17.7 Heirs, Successors and Assigns. Except as otherwise expressly provided under the terms and conditions herein, the terms of this Guaranty shall bind and inure to the benefit of the heirs, executors, administrators, nominees, successors and permitted assigns of the parties hereto.
17.8 Time. Time is of the essence of each and every term herein.
17.9 Governing Law And Consent To Jurisdiction. This Guaranty and any claim, controversy or dispute arising under or related to this Guaranty, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties will be governed by, and construed and enforced in accordance with, the laws of California without regard to any conflicts of law principles, except to the extent preempted by federal laws. Guarantor (and by its acceptance of this Guaranty, City) consent to the jurisdiction of any federal or state court within the State of California having proper venue and also consent to service of process by any means authorized by California or federal law.
17.10 Headings. All article, section or other headings appearing in this Guaranty are for convenience of reference only and shall be disregarded in construing this Guaranty.
17.11 Powers Of Attorney. The powers of attorney granted by Guarantor to City in this Guaranty shall be unaffected by the disability of the principal so long as any portion of the Phase Improvements remain incomplete. City shall have no obligation to exercise any of the foregoing rights and powers in any event.
17.12 Defined Terms. Unless otherwise defined herein, capitalized terms used in this Guaranty shall have the meanings attributed to such terms in the DOA.
17.13 The term "person" as used herein shall include any individual, company, trust or other legal entity of any kind whatsoever. If this G_uaranty is executed by more than one person, the term "Guarantor" shall include all such persons. The word "City" as used herein shall include its respective successors and permitted assigns.
17.14 Use Of Singular And Plural; Gender. When the identity of the parties or other circumstances make it appropriate, the singular number includes the plural, and the masculine gender includes the feminine and/or neuter.
17.15 Exhibits, Schedules And Riders. All exhibits, schedules, riders and other items, if any, attached hereto are incorporated into this Guaranty by such attachment for all purposes.
17.16 Integration: Interpretation. This Guaranty contains the entire agreement of the parties with respect to the matters contemplated hereby and supersedes all prior negotiations or agreements, written or oral.
This Guaranty shall not be modified except by written instrument executed by all parties.
EXHIBIT Q
FORM OF CITY COMPLETION GUARANTY
17.17 Joint and Several. If more than one Person executes this Guaranty as Guarantor, then the liability and obligations of such Person are joint and several.
17.18 Costs and Expenses. If any lawsuit, reference or arbitration is commenced by City or Guarantor which arises out of, or which relates to this Guaranty, the prevailing party shall be entitled to recover from the losing party or parties such sums as the court, referee or arbitrator may adjudge to be reasonable attorneys' fees (including allocated costs for services of in-house counsel) in the action or proceeding, in addition to costs and expenses otherwise allowed by law. In all other situations, including any bankruptcy or insolvency proceeding, Guarantor agrees to pay all of City's costs and expenses, including attorneys' fees (including allocated costs for services of City's in-house counsel) which may be incurred in any effort to enforce this Guaranty or any part of it. [No further text on this page.]
EXHIBIT Q
FORM OF CITY COMPLETION GUARANTY
IN WITNESS WHEREOF, each Guarantor has executed this Guaranty as of the date appearing on the first page of this Guaranty.
102093629.2
"GUARANTOR":
THE RELATED COMPANIES, L.P.,
a New York limited partnership
By: The Related Realty Group, Inc.,
a Delaware corporation, its general partner
By:
Name:
Title:
EXHIBITR
Addresses for Notices
Ifto City:
City of Santa Clara
15 00 Warburton A venue
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
Ifto Master Developer:
Related Santa Clara, LLC
c/o The Related Companies, L.P.
60 Columbus Circle
New York, New York 10023
Attn: Joshua Young
With a copy to:
Gibson, Dunn & Crutcher LLP
555 Mission Street
San Francisco, California 94105
Attn: Neil H. Sekhri, Esq.
102100268,]
EXIDBIT S
Form of Architect's Certificate
DATE:
TO: City of Santa Clara
FROM:
·RE:
15 00 Warburton A venue
Santa Clara, CA 95050
Attention: -----------------------
[Description of Building! (the "Building")
This Architect's Certificate is being provided pursuant to Section 12.1 of that certain Disposition and Development Agreement, by and between Related Santa Clara, LLC, a Delaware limited liability company ("Master Developer") and the City of Santa Clara, a chartered municipal corporation ("City"), dated for reference purposes only as of August 12, 2016 and recorded in the Official Records of the City of Santa Clara on ____ , 201_, as Document No. __ at Reel __ , Image __ (as may be amended from time to time and including all exhibits attachments thereto, the "DDA")[, and that certain AA&R related thereto dated as of ___ , 20_ by and between the City, Master Developer and ______ , a _____ ("Third Party Phase Developer")]. The capitalized tenns used but not otherwise defined in this Architect's Certificate have the meanings given to them in the DDA.
As Architect for the design and construction of the Building, I visited the Building at intervals appropriate to the state of construction, or as otherwise agreed by me and the applicable [Master Developer][Third Party Phase Developer], to become generally familiar with the progress and quality of the construction completed and to detennine in general if the construction was being performed in a manner indicating that the construction when completed would be in accordance with the applicable DAP approved by the City. I observed the Building from _______ , 20 _ to _____ , 20_, and all the statements made below are made as of the date(s) of my observation(s). My opinions and statements provided in this certificate are limited to my on-site inspections. I am not required to make nor have I made exhaustive or continuous on-site inspections of the Building.
I neither retained nor exercised control over or charge of, nor am I responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the construction of the Building.
I shall not be responsible for the contractor's schedules or failure to carry out the work in accordance with the DAP. I neither have nor have had control over or charge of acts or S-1
omissions of any contractor, subcontractor or their agents or employees, or of any other person perfonning portions of the construction.
As Architect for the construction of the Building and subject to the limitations set forth above, I hereby certify to the best of my knowledge, information and belief, in my professional opinion, as follows:
I. I have observed the construction of the Building on the dates set forth above.
2. The DAP provides for the construction of the Building in accordance with all applicable laws, including laws relating to accessibility.
3. Constrnction of the Building has been performed in a good and work person-like manner and in accordance with the DAP, except as may be noted on Exhibit S-1 attached hereto.
4. All work performed and material and fixtures used in connection with the construction of the Building are in accordance with the DAP, except as may be noted on Exhibit S-1 attached hereto.
5. Construction ofthe Building has been Substantially Completed in accordance with all applicable building laws, regulations and ordinances.
6. The required certificates, approvals and permits of all governmental authorities having jurisdiction covering the work to date on the Building have been issued and are in force, and there is not an undischarged violation of applicable laws, regulations, or orders of any governmental authority having jurisdiction of which I have notice as of the date hereof, except as may be noted on Exhibit S-1 attached hereto.
[Architect]
By:
Name: ----------- Title:
102027713.3
S-2
EXHIBIT S-1
Exceptions to Architect's Certificate
The statements made on the Architect's Certificate to which this Exhibit U-1 is attached are subject to the following exceptions:
Exhibit S-1 to Architect's Certificate
EXHIBITT
Form of Engineer's Certificate
DATE: ________ _
TO: City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Attention: -----------
FROM:
RE: [Description oflnfrastructure] (the "Infrastructure") This Engineer's Certificate is being provided pursuant to Section 12.1 of that certain Disposition and Development Agreement, by and between Related Santa Clara, LLC, a Delaware limited liability company ("Master Developer") and the City of Santa Clara, a chartered municipal corporation ("City"), dated for reference purposes only as of August 12, 2016 and recorded in the Official Records of the City of Santa Clara on ___ , 201 _, as Document No. __ at Reel_, Image __ (as may be amended from time to time and including all exhibits attachments thereto, the "DDA")[, and that certain AA&R related thereto dated as of ___ , 20 _ by and between the City, Master Developer and ______ , a ____ ("Third Party Phase Developer")]. The capitalized terms used but not otherwise defined in this Architect's Certificate have the meanings given to them in the ODA.
As the Engineer for the design and construction of the Infrastructure, I visited the Infrastructure site at intervals appropriate to the state of construction; or as otherwise agreed by me and [Master Developer][Third Party Phase Developer], to become generally familiar with the progress and quality of the construction completed and to determine in general if the construction was being performed in a manner indicating that the construction when completed would be in accordance with the applicable DAP approved by the City. I observed the Infrastructure construction from ______ _, 20 to _____ , 20_, and all the statements made below are made as of the date(s) of my observation(s). My opinions and statements provided in this certificate are limited to my on-site inspections. I am not required to make nor have I made exhaustive or continuous on-site inspections of the Infrastructure.
I neither retained nor exercised control over or charge of, nor am I responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the construction of the Infrastructure.
I shall not be responsible for the contractor's schedules or failure to carry out the work in accordance with the DAP. I neither have nor have had control over or charge ofacts or omissions of any contractor, subcontractor or their agents or employees, or of any other person performing portions of the construction.
T-1
As Engineer for the construction of the Infrastructure and subject to the limitations set forth above, I hereby certify to the best of my knowledge, information and belief, in my professional opinion, as follows:
1. I have observed the construction of the Infrastructure on the dates set forth above.
2. The DAP provides for the construction of the Infrastructure in accordance with the all applicable laws.
3. Construction of the Infrastructure has been performed in a good and work personlike manner and in accordance with the DAP, except as may be noted on Exhibit T-1 attached hereto.
4. All work performed and material and fixtures used in connection with the construction of the Infrastructure are in accordance with the DAP, except as may be noted on Exhibit T-1 attached hereto.
5. Construction of the Infrastructure has been Substantially Completed in accordance with all applicable building laws, regulations and ordinances.
6. The required certificates, approvals and permits of all govermnental authorities having jurisdiction covering the work to date on the Infrastructure have been issued and are in force, and there is not an undischarged violation of applicable laws, regulations, or orders of any governmental authority having jurisdiction of which I have notice as of the date hereof, except as may be noted on Exhibit T-1 attached hereto.
[Engineer]
By:
Name: __________ _
Title:
102027881.3
T-2
EXffiBIT T-1
Exceptions to Engineer's Certificate
The statements made on the Engineer's Certificate to which this Exhibit T -1 is attached are subject to the following exceptions:
Exhibit T-1 to Engineer's Certificate
EXHIBITU
Provisions Relating to Construction Sales and Use Tax Allocations These requirements are intended to ensure that local sales and use taxes generated in connection with all eligible purchases of materials, fixtures, furniture, machinery, equipment and supplies for the work to be performed by Master Developer's and each Phase Developer's general construction contractors, vendors and Building occupants (as used in this Exhibit U, the "Contractors") are allocated directly to the City
1. ln each contract with a Contractor that exceeds $5,000,000, Master Developer and each Phase Developer (as applicable) shall require the Contractor to comply with the following requirements:
a. To apply for a sub-permit for the jobsite with the California State Board of Equalization (the "CBOE") prior to the purchase of any materials, fixtures, furniture, machinery, equipment and supplies for the work to be performed hereunder (a "Jobsite Sub-Permit"); following the provisions of the CBOE Compliance Policy and Procedures Manual, Chapter 2, Section 260.020 and Publication 28, Exhibit A (a copy of which is attached hereto as Attachment 1), for this purpose;
b. To furnish to the City a copy of its application for Jobsite SubPermit; c. Promptly following contractor's receipt of a Jobsite Sub-Permit from the CBOE, to provide the City and Master Developer or Phase Developer, as applicable, with a copy of its Jobsite Sub-Permit.
2. Master Developer and each Phase Developer shall provide the City, upon the City's reasonable request, with:
a. A list of any of Master Developer's and each Phase Developer's subcontractors providing services or materials in excess of $5,000,000 in connection with the work to be performed hereunder, which list shall include:
(i) Name of subcontractor;
(ii) Address and telephone number of headquarters or office; (iii) Name and telephone number of contact person;
(iv) Estimated value of contract;
(v) Estimated completion date;
(vi) Scope of work; and
(vii) A copy of the subcontract;
b. Such additional information as may be reasonably requested in writing by the City to ensure compliance with the foregoing provisions.
Attachment 1
CBOE Publication 28, Exhibit A
Sales Tax Jobsite Sub-Permits for Construction Contractors Some construction contractors are liable for sales or use tax on materials and fixtures consumed or sold on construction contracts. A portion of that tax, the local tax, is distributed to the county government, and city governments within the county, of the jobsite location.
Effective January 1, 1995, construction contractors may elect to allocate the local sales and use tax derived from construction contracts of $5,000,000 (five million dollars) or more directly to the local jurisdiction where the jobsite is located. This is accomplished by obtaining a sub-permit of their seller's permit for a specific jobsite and allocating the local tax to that jobsite on Schedule C of their sales and use tax return. This qualifying contract price applies to each contract or sub-contract for work performed at the jobsite. Contractors who are already fulfilling a construction contract on January 1, 1995, must have work remaining with a value of $5,000,000 or more. The sub-permit will be automatically closed-out six months after the estimated completion date of the contract. If delays extend the completion date, contractors should contact us to extend the active period of the sub-permit.
Permits will not be issued to contractors who are not normally sellers of materials. Contractors may not purchase tangible personal property for resale, including materials, which they will install or consume at the jobsite.
Contractors may not purchase machinery and equipment, to be used on the construction job, without payment of sales tax in order to allocate the use tax to the specific jobsite.
Local tax on sales of machinery and equipment by the contractor as part of the contract should continue to be allocated to the contractor's permanent place of business where the principal negotiations of the contract take place in accordance with Regulation 1802.
In accordance with Regulation 1806, where the contractor has not elected to obtain a subpermit, local tax must still be allocated countywide using Schedule B for jobsites that have contracts of $5,000,000 or more along with smaller contracts of less than $5,000,000. 1021 38321_3
MASTER COMMUNITY PLAN APRIL5, 2017
VOLUME 1
SANTA CLARA
CITYPLACE
SANTA CLARA
CITYPLACE
MASTER COMMUNITY PLAN
i
PREPARED BY:
RTKL ASSOCIATES, INC.
MASTER COMMUNITY PLANNING
IN COLLABORATION WITH:
ELKUS MANFREDI ARCHITECTS
MIXED-USE PLANNING
PREPARED FOR:
RELATED COMPANIES
MASTER DEVELOPER
FEHR & PEERS
TRANSPORTATION ENGINEERING
LANGAN TREADWELL ROLLO
CIVIL ENGINEERING
RELATED
u~ j A ft:DI
A -C H rlCh
FEHR ,f PEERS
LANGAN TREADWELL RDU.D
ii CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
TABLE OF CONTENTS
1 INTRODUCTION
1.1 PROJECT SUMMARY 2
PROJECT DESCRIPTION 2
1.2 PROJECT LOCATION 3
SITE SETTING 3
SITE BOUNDARIES 3
SITE DESCRIPTION 3
1.3 COMMUNITY CONTEXT 7
LAND USE CONTEXT 7
TRANSPORTATION CONTEXT 7
ENVIRONMENTAL CONTEXT 9
1.4 PLAN SUMMARY 13
PURPOSE 13
LEGAL AUTHORITY 13
APPLICABILITY 13
1.5 PLAN ORGANIZATION 16
SECTION 1. INTRODUCTION: 16
SECTION 2. IMPLEMENTATION: 16
SECTION 3. MASTER PLAN OVERVIEW: 16
SECTION 4. PARCEL DEVELOPMENT PLANS & REGULATIONS: 16
SECTION 5. DESIGN GUIDELINES: 16
SECTION 6. LANDSCAPE MASTER PLAN: 16
SECTION 7. SIGNAGE & LIGHTING MASTER PLAN: 16
SECTION 8. INFRASTRUCTURE OVERVIEW: 16
SECTION 9. SUSTAINABILITY MASTER PLAN: 16
APPENDICES: 16
2 IMPLEMENTATION
2.1 GENERAL PLAN CONSISTENCY & CEQA COMPLIANCE 18
GENERAL PLAN CONSISTENCY 18
FULL LIST OF APPROVALS 20
2.2 MASTER COMMUNITY PLAN APPROVALS & ADMINISTRATION 21 APPROVALS & ADMINISTRATION 21
2.3 DEVELOPMENT PHASING 22
PHASING CONCEPT 22
CONCEPTUAL PHASING STRATEGY 22
2.4 DEVELOPMENT FINANCING / IMPLEMENTATION RESPONSIBILITIES 26 FINANCING 26
iii
3 MASTER PLAN OVERVIEW
3.1 MASTER PLAN SUMMARY 28
DEVELOPMENT CHARACTER 28
DEVELOPMENT OBJECTIVES 29
DEVELOPMENT FRAMEWORK 31
DEVELOPMENT TYPOLOGIES 31
3.2 LAND USE CONCEPT 33
CONCEPT SUMMARY 33
LAND USE AREAS 35
LAND USE DISTRIBUTION & INTENSITY 35
DEVELOPMENT TRANSFER 36
DEVELOPMENT PROGRAM 36
PERMITTED, CONDITIONALLY PERMITTED AND PROHIBITED USES 37 MINIMUM AND MAXIMUM REQUIREMENTS 41
CITYPLACE PARKING SUPPLY RATIOS 46
3.3 MOBILITY CONCEPT 47
CONCEPT SUMMARY 47
VEHICULAR CIRCULATION 47
PARKING STRATEGY 55
ALTERNATIVE MODES 59
3.4 OPEN SPACE CONCEPT 67
CONCEPT SUMMARY 67
RESIDENTIAL INDUCED REQUIREMENT FOR DEDICATED PARK AND RECREATIONAL LAND 69 STREETSCAPES 69
SHARED OUTDOOR SPACES 72
PRIVATE OPEN SPACE 73
LANDSCAPE ZONES 73
3.5 URBAN DESIGN CONCEPT 77
CONCEPT SUMMARY 77
URBAN STRUCTURE 79
MASSING / SPATIAL DEFINITION 79
BUILDING TYPOLOGIES 81
4 PARCEL DEVELOPMENT PLANS, STANDARDS & REQUIREMENTS
4.1 INTRODUCTION 84
INTRODUCTION 84
PLANS & DESIGN OBJECTIVES 85
DESIGN STANDARD ORGANIZATION 85
4.2 PARCEL 1: OFFICE CAMPUS NE 87
PARCEL CHARACTER 87
PARCEL DEVELOPMENT DESIGN GUIDELINES 87
4.3 PARCEL 2 (SCHEME A): OFFICE CAMPUS SE 89
PARCEL CHARACTER 89
PARCEL DEVELOPMENT DESIGN GUIDELINES 89
iv CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
4.4 PARCEL 2 (SCHEME A VARIANT): RETAIL CENTER 91
PARCEL CHARACTER 91
PARCEL DEVELOPMENT DESIGN GUIDELINES 91
4.5 PARCEL 2 (SCHEME B): OFFICE CAMPUS SE 93
PARCEL CHARACTER 93
PARCEL DEVELOPMENT DESIGN GUIDELINES 93
4.6 PARCEL 3: CITY PARK 95
PARCEL CHARACTER 95
PARCEL DEVELOPMENT 95
MASTER DEVELOPER OBLIGATION TO PROVIDE ACCESS TO PARCEL 3 PARK 95
4.7 BLOCK 4A: CITY CENTER NW OFFICE ZONE 97
BLOCK CHARACTER 97
BLOCK DEVELOPMENT DESIGN GUIDELINES 97
4.8 BLOCK 4B: CITY CENTER WEST 99
BLOCK CHARACTER 99
BLOCK DEVELOPMENT DESIGN GUIDELINES 99
4.9 BLOCK 4C: DESIGN DISTRICT 101
BLOCK CHARACTER 101
BLOCK DEVELOPMENT DESIGN GUIDELINES 101
4.10 BLOCK 4D: HOTEL & LIVE/WORK DISTRICTS 103
BLOCK CHARACTER 103
BLOCK DEVELOPMENT DESIGN GUIDELINES 103
4.11 BLOCK 4E: BOULEVARD 105
BLOCK CHARACTER 105
BLOCK DEVELOPMENT DESIGN GUIDELINES 105
4.12 BLOCK 4F: CITY CENTER STATION DISTRICT 107
BLOCK CHARACTER 107
BLOCK DEVELOPMENT DESIGN GUIDELINES 107
4.13 BLOCK 4G: CITY CENTER EAST 109
BLOCK CHARACTER 109
BLOCK DEVELOPMENT DESIGN GUIDELINES 109
4.14 BLOCK 4H: CITY CENTER SOUTHEAST 111
BLOCK CHARACTER 111
BLOCK DEVELOPMENT DESIGN GUIDELINES 111
4.15 BLOCK 4H: CITY CENTER SOUTHEAST - STATION AREA 113 STATION AREA CHARACTER 113
STATION AREA DESIGN GUIDELINES 113
4.16 BLOCK 5A: GATEWAY OFFICE 115
BLOCK CHARACTER 115
BLOCK DEVELOPMENT DESIGN GUIDELINES 115
4.17 BLOCK 5B: GATEWAY HOTEL 117
BLOCK CHARACTER 117
BLOCK DEVELOPMENT DESIGN GUIDELINES 117
v
4.18 BLOCK 5C: GATEWAY RESIDENTIAL 119
BLOCK CHARACTER 119
BLOCK DEVELOPMENT DESIGN GUIDELINES 119
5 DESIGN GUIDELINES
5.1 DESIGN PRINCIPLES 122
SITE PLANNING 122
ARCHITECTURAL DESIGN 122
SIGNAGE & LIGHTING DESIGN 122
5.2 CITY CENTER MIXED-USE DESIGN GUIDELINES 123
SITE PLANNING 123
ARCHITECTURAL DESIGN 124
SIGNAGE & LIGHTING DESIGN 126
5.3 CITY CENTER N-W OFFICE DESIGN GUIDELINES 127
SITE PLANNING 127
ARCHITECTURAL DESIGN 128
SIGNAGE & LIGHTING DESIGN 130
5.4 OFFICE CAMPUS DESIGN GUIDELINES 131
SITE PLANNING 131
ARCHITECTURAL DESIGN 132
SIGNAGE & LIGHTING DESIGN 134
5.5 RETAIL CENTER DESIGN GUIDELINES 135
SITE PLANNING 135
ARCHITECTURAL DESIGN 136
SIGNAGE & LIGHTING DESIGN 138
6 LANDSCAPE MASTER PLAN
6.1 LANDSCAPE DESIGN CONCEPT 140
CONCEPT OVERVIEW 140
LANDSCAPE DESIGN PRINCIPLES 140
6.2 SUSTAINABLE LANDSCAPE MEASURES 143
HIGH PERFORMANCE OUTDOOR SPACES 143
ECOLOGICAL HABITAT 143
NATIVE & ADAPTED PLANT SPECIES 143
EFFICIENT IRRIGATION 145
BIO-RETENTION / BIOSWALES: 145
GREEN STREETS 147
GREEN ROOFS & GREEN WALLS 147
HIKE AND BIKE / NATURE TRAILS 147
REGULATED MICRO-CLIMATES 147
RENEWABLES INFRASTRUCTURE 149
WATER BUDGET 149
vi CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
6.3 STREETSCAPE 151
STREETSCAPE DESIGN INTENT 151
STREETSCAPE GENERAL DESIGN STANDARDS / GUIDELINES 151
STREETSCAPE RECOMMENDATIONS 153
STREETSCAPE DESIGN 154
6.4 SHARED OUTDOOR SPACE 165
SHARED OUTDOOR SPACE DESIGN INTENT 165
SHARED OUTDOOR SPACE GENERAL DESIGN STANDARDS / GUIDELINES 165 SHARED OUTDOOR SPACE CHARACTERISTICS 166
6.5 LANDSCAPE ZONES 171
LANDSCAPE ZONES DESIGN INTENT 171
LANDSCAPE ZONES GENERAL DESIGN STANDARDS / GUIDELINES 171 LANDSCAPE ZONES CHARACTERISTICS 172
6.6 PRIVATE OUTDOOR SPACE 175
PRIVATE OUTDOOR SPACE DESIGN INTENT 175
PRIVATE OUTDOOR SPACE GENERAL DESIGN STANDARDS / GUIDELINES 175 PRIVATE OUTDOOR SPACE CHARACTERISTICS 176
6.7 GATEWAYS & ENHANCED INTERSECTION DESIGN 177
GATEWAYS & ENHANCED INTERSECTIONS DESIGN INTENT 177
GATEWAYS & ENHANCED INTERSECTIONS DESIGN STANDARDS / GUIDELINES 177 GATEWAYS & ENHANCED INTERSECTION CHARACTERISTICS 178
6.8 BIRD SAFETY 180
BIRD SAFETY 180
7 SIGNAGE & LIGHTING GUIDELINES
7.1 SIGNAGE CONCEPT PLAN 182
COMPREHENSIVE SIGN PROGRAMS 182
CONCEPT OVERVIEW 182
SIGNAGE ILLUMINATION 182
SIGNAGE DESIGN PRINCIPLES 183
7.2 PROJECT SIGNAGE 184
PROJECT SIGNAGE DESIGN INTENT 184
PROJECT SIGNAGE DESIGN STANDARDS / GUIDELINES 184
PROJECT SIGNAGE CHARACTERISTICS 185
7.3 TENANT SIGNAGE 191
TENANT SIGNAGE DESIGN INTENT 191
TENANT SIGNAGE DESIGN - STANDARDS 191
TENANT SIGNAGE DESIGN - GUIDELINES 191
TENANT SIGNAGE CHARACTERISTICS 192
7.4 SPONSORSHIP & ADVERTISING 193
SPONSORSHIP & ADVERTISING SIGNAGE DESIGN INTENT 193
SPONSORSHIP & ADVERTISING SIGNAGE DESIGN STANDARDS / GUIDELINES 193 SPONSORSHIP & ADVERTISING SIGNAGE CHARACTERISTICS 194
vii
7.5 PUBLIC ART 195
COMMUNITY PUBLIC ART DESIGN INTENT 195
COMMUNITY PUBLIC ART DESIGN GUIDELINES 195
COMMUNITY PUBLIC ART DESIGN RECOMMENDATIONS 195
7.6 OUTDOOR LIGHTING 197
WHAT IS LIGHT POLLUTION? 197
MODEL LIGHTING ORDINANCE 197
OUTDOOR LIGHTING DESIGN INTENT 197
PRACTICAL CONSIDERATIONS 198
OUTDOOR LIGHTING CHARACTER ZONES 198
8 INFRASTRUCTURE OVERVIEW
8.1 INTRODUCTION 202
OVERVIEW 202
PROPERTY ACQUISITION, DEDICATION & EASEMENTS CONCEPT 202 INFRASTRUCTURE MASTER PLAN AND TECHNICAL MEMORANDA 202
CONFORMANCE WITH EIR AND ENTITLEMENTS 202
INFRASTRUCTURE PHASING 202
8.2 SITE CONSTRAINTS 203
OVERVIEW 203
EXISTING INFRASTRUCTURE 203
8.3 GEOTECHNICAL AND ENVIRONMENTAL CONSIDERATIONS 204
OVERVIEW 204
LANDFILL SUMMARY DESCRIPTION 204
8.4 SITE GRADING & STORMWATER MANAGEMENT 205
SITE GRADING 205
STORMWATER MANAGEMENT 205
8.5 PROJECT ACCESS 207
OVERVIEW 207
SITE ACCESS 207
STREETS & INTERSECTIONS 208
8.6 STORMWATER DRAINAGE 210
OVERVIEW 210
EXISTING SYSTEMS 210
PROPOSED INFRASTRUCTURE 211
8.7 POTABLE WATER 213
EXISTING SYSTEM 213
PROPOSED INFRASTRUCTURE 213
8.8 RECYCLED WATER 216
EXISTING DISTRIBUTION 216
PROPOSED INFRASTRUCTURE 216
8.9 WASTEWATER 218
EXISTING SYSTEM 218
PROPOSED INFRASTRUCTURE 219
viii CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
8.10 FIRE STATION 221
OVERVIEW 221
8.11 ELECTRIC, GAS AND TELECOMMUNICATIONS 222
ELECTRICAL DISTRIBUTION SYSTEM 222
NATURAL GAS DISTRIBUTION SYSTEM 223
TELECOMMUNICATION SERVICE 224
8.12 ADDITIONAL FACTORS 225
LANDFILL INFRASTRUCTURE 225
NON-STANDARD DESIGN ELEMENTS 225
9 SUSTAINABILITY
9.1 INTRODUCTION 234
INTRODUCTION 234
9.2 WATER 235
PROJECT GOALS 235
WATER REDUCTION STRATEGIES MAY INCLUDE: 235
ADDITIONAL CONCEPTS FOR FURTHER WATER REDUCTIONS THAT MAY BE CONSIDERED INCLUDE: 235
9.3 ENERGY 236
PROJECT GOALS 236
9.4 WASTE 237
PROJECT GOALS 237
OPERATIONAL WASTE REDUCTION STRATEGIES MAY INCLUDE: 237 ADDITIONAL CONCEPTS FOR FURTHER WASTE REDUCTIONS THAT MAY BE CONSIDERED INCLUDE: 237 ix
APPENDICES
A. LEGAL SITE DESCRIPTION 240
B. DEFINITIONS OF USES 241
C. DEVELOPMENT AREA PLANS - SUBMITTAL & APPROVAL PROCEDURES 243 x CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
LIST OF EXHIBITS + TABLES
1 INTRODUCTION
EXHIBIT 1–1: REGIONAL VICINITY MAP 2
EXHIBIT 1–2: ‘VALLEY HUB’ MAP 3
EXHIBIT 1–3: A HUB CONNECTING SILICON VALLEY AND THE BAY AREA 4 EXHIBIT 1–4: SITE BOUNDARIES & TOPOGRAPHY 6
EXHIBIT 1–5: AREA LAND USE + KEY DESTINATIONS (2015 EXISTING CONDITIONS) 8 EXHIBIT 1–6: AREA TRANSPORTATION 10
EXHIBIT 1–7: AREA ENVIRONMENTAL FEATURES 12
TABLE 1–1: MASTER COMMUNITY PLAN REQUIRED CONTENT 14
2 IMPLEMENTATION
EXHIBIT 2–1: SCHEME A - DEVELOPMENT PHASING CONCEPT 23
EXHIBIT 2–2: SCHEME A VARIANT- DEVELOPMENT PHASING CONCEPT 24 EXHIBIT 2–3: CITYPLACE - VIEW LOOKING SOUTH 26
3 MASTER PLAN OVERVIEW
EXHIBIT 3–1: ILLUSTRATIVE SITE CONCEPT 32
TABLE 3–1: LAND USE PLAN CONSISTENCY W/ KEY GENERAL PLAN SUSTAINABILITY POLICIES 33 EXHIBIT 3–2: SCHEME A - LAND USE DISTRICTS 34
EXHIBIT 3–3: SCHEME A - CONCEPTUAL LAND USE PLAN GROUND FLOOR 39 EXHIBIT 3–4: SCHEME A - CONCEPTUAL LAND USE PLAN PRIMARY USE/UPPER FLOORS 40 TABLE 3–2: SUMMARY DEVELOPMENT YIELDS 41
EXHIBIT 3–5: SCHEME A - VARIANT - CONCEPTUAL LAND USE PLAN GROUND FLOOR 42 EXHIBIT 3–6: SCHEME A - VARIANT - CONCEPTUAL LAND USE PLAN PRIMARY USE/UPPER FLOORS 43 EXHIBIT 3–7: SCHEME B - CONCEPTUAL LAND USE PLAN GROUND FLOOR 44 EXHIBIT 3–8: SCHEME B - CONCEPTUAL LAND USE PLAN PRIMARY USE/UPPER FLOORS 45 TABLE 3–3: CITYPLACE PARKING SUPPLY REQUIREMENTS 46
TABLE 3–4: MOBILITY PLAN CONSISTENCY W/ KEY GENERAL PLAN SUSTAINABILITY POLICIES 47 EXHIBIT 3–9: STREET NETWORK 48
EXHIBIT 3–10: STREET TYPOLOGIES 50
EXHIBIT 3–11: PUBLIC AND PRIVATE STREETS 51
EXHIBIT 3–12: ACCESS CIRCULATION IMPROVEMENTS 52
EXHIBIT 3–13: ACCESS VARIANTS 53
EXHIBIT 3–14: ACCESS VARIANTS 2 54
EXHIBIT 3–15: POTENTIAL BUS CIRCULATION 56
EXHIBIT 3–16: FIRE STATION RELOCATION 58
EXHIBIT 3–17: ACCESS & PARKING 60
EXHIBIT 3–18: POTENTIAL ACTIVE TRANSPORTATION DIAGRAM 61 EXHIBIT 3–19: BICYCLE NETWORK 64
EXHIBIT 3–20: PEDESTRIAN NETWORK 65
TABLE 3–5: OPEN SPACE PLAN CONSISTENCY W/ KEY GENERAL PLAN SUSTAINABILITY POLICIES 67 EXHIBIT 3–21: OPEN SPACE NETWORK 68
EXHIBIT 3–22: STREETSCAPE TYPOLOGIES 70
EXHIBIT 3–23: SHARED OUTDOOR SPACE TYPOLOGIES 74
EXHIBIT 3–24: LANDSCAPE ZONE TYPOLOGIES 76
TABLE 3–6: URBAN DESIGN CONSISTENCY W/ KEY GENERAL PLAN SUSTAINABILITY POLICIES 77 EXHIBIT 3–25: URBAN DESIGN CONCEPT 78
EXHIBIT 3–26: CITYPLACE - VIEW LOOKING NORTH 80
xi
4 PARCEL DEVELOPMENT PLANS, STANDARDS & REQUIREMENTS
EXHIBIT 4–1: PARCEL & BLOCK KEY PLAN 86
TABLE 4–1: PARCEL 1 PROGRAM 87
EXHIBIT 4–2: PARCEL 1 GROUND FLOOR PLAN 88
EXHIBIT 4–3: PARCEL 1 EXPLODED AXONOMETRIC VIEW 88
TABLE 4–2: PARCEL 2 PROGRAM 89
EXHIBIT 4–4: PARCEL 2 GROUND FLOOR PLAN 90
EXHIBIT 4–5: PARCEL 2 EXPLODED AXONOMETRIC VIEW 90
TABLE 4–3: PARCEL 2 (SCHEME A VARIANT) PROGRAM 91
EXHIBIT 4–6: PARCEL 2 (SCHEME A VARIANT) GROUND FLOOR PLAN 92 EXHIBIT 4–7: PARCEL 2 (SCHEME A VARIANT) EXPLODED AXONOMETRIC VIEW 92 TABLE 4–4: PARCEL 2 (SCHEME B) PROGRAM 93
EXHIBIT 4–8: PARCEL 2 (SCHEME B) GROUND FLOOR PLAN 94
EXHIBIT 4–9: PARCEL 2 (SCHEME B) EXPLODED AXONOMETRIC VIEW 94 TABLE 4–5: PARCEL 3 PROGRAM 95
EXHIBIT 4–10: PARCEL 3 SITE PLAN 96
TABLE 4–6: BLOCK 4A PROGRAM 97
EXHIBIT 4–11: BLOCK 4A GROUND FLOOR PLAN 98
EXHIBIT 4–12: BLOCK 4A EXPLODED AXONOMETRIC VIEW 98
TABLE 4–7: BLOCK 4B PROGRAM 99
EXHIBIT 4–13: BLOCK 4B GROUND FLOOR PLAN 100
EXHIBIT 4–14: BLOCK 4B EXPLODED AXONOMETRIC VIEW 100
TABLE 4–8: BLOCK 4C PROGRAM 101
EXHIBIT 4–15: BLOCK 4C GROUND FLOOR PLAN 102
EXHIBIT 4–16: BLOCK 4C EXPLODED AXONOMETRIC VIEW 102
TABLE 4–9: BLOCK 4D PROGRAM 103
EXHIBIT 4–17: BLOCK 4D GROUND FLOOR PLAN 104
EXHIBIT 4–18: BLOCK 4D EXPLODED AXONOMETRIC VIEW 104
TABLE 4–10: BLOCK 4E PROGRAM 105
EXHIBIT 4–19: BLOCK 4E GROUND FLOOR PLAN 106
EXHIBIT 4–20: BLOCK 4E EXPLODED AXONOMETRIC VIEW 106
TABLE 4–11: BLOCK 4F PROGRAM 107
EXHIBIT 4–21: BLOCK 4F GROUND FLOOR PLAN 108
EXHIBIT 4–22: BLOCK 4F EXPLODED AXONOMETRIC VIEW 108
TABLE 4–12: BLOCK 4G PROGRAM 109
EXHIBIT 4–23: BLOCK 4G GROUND FLOOR PLAN 110
EXHIBIT 4–24: BLOCK 4G EXPLODED AXONOMETRIC VIEW 110
TABLE 4–13: BLOCK 4H PROGRAM 111
EXHIBIT 4–25: BLOCK 4H GROUND FLOOR PLAN 112
EXHIBIT 4–26: BLOCK 4H EXPLODED AXONOMETRIC VIEW 112
EXHIBIT 4–27: SCHEME A GREAT AMERICA STATION AREA 114
EXHIBIT 4–28: SCHEME B GREAT AMERICA STATION AREA 114
TABLE 4–14: BLOCK 5A PROGRAM 115
EXHIBIT 4–29: BLOCK 5A GROUND FLOOR PLAN 116
EXHIBIT 4–30: BLOCK 5A EXPLODED AXONOMETRIC VIEW 116
TABLE 4–15: BLOCK 5B PROGRAM 117
EXHIBIT 4–31: BLOCK 5B GROUND FLOOR PLAN 118
EXHIBIT 4–32: BLOCK 5B EXPLODED AXONOMETRIC VIEW 118
xii CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
TABLE 4–16: BLOCK 5C PROGRAM 119
EXHIBIT 4–33: BLOCK 5C GROUND FLOOR PLAN 120
EXHIBIT 4–34: BLOCK 5C EXPLODED AXONOMETRIC VIEW 120
5 DESIGN GUIDELINES
6 LANDSCAPE MASTER PLAN
EXHIBIT 6–1: LANDSCAPE FUNCTION 144
EXHIBIT 6–2: LANDSCAPE INFRASTRUCTURE 146
EXHIBIT 6–3: LANDSCAPE ZONES 148
EXHIBIT 6–4: EXAMPLES OF SUSTAINABLE LANDSCAPE 150
EXHIBIT 6–5: STREETSCAPE TYPOLOGIES 152
TABLE 6–1: STREET TYPOLOGY MATRIX 153
7 SIGNAGE & LIGHTING GUIDELINES
EXHIBIT 7–1: VEHICULAR & PEDESTRIAN DIRECTIONALS - PARCELS 4 & 5 188 EXHIBIT 7–2: WAYFINDING DIRECTORIES & INFORMATION KIOSKS - PARCELS 4 & 5 190 EXHIBIT 7–3: OUTDOOR LIGHTING CHARACTER ZONES 200
8 INFRASTRUCTURE OVERVIEW
TABLE 8–1: EARTHWORK ESTIMATES 206
TABLE 8–2: ACCESS SUMMARY 208
EXHIBIT 8–1: STORM DRAIN 212
TABLE 8–3: ESTIMATED WATER DEMAND 213
EXHIBIT 8–2: POTABLE WATER 214
EXHIBIT 8–3: RECYCLED WATER 217
TABLE 8–4: ESTIMATED SEWAGE GENERATION 219
EXHIBIT 8–4: SANITARY SEWER 220
EXHIBIT 8–5: FOUNDATION SYSTEMS 226
EXHIBIT 8–6: LANDFILL BOUNDARY 227
EXHIBIT 8–7: CONCEPTUAL FOUNDATION CONDITIONS - STREET SECTION 228 EXHIBIT 8–8: CONCEPTUAL FOUNDATION CONDITIONS - BUILDING SECTION 229 EXHIBIT 8–9: CONCEPTUAL FOUNDATION CONDITIONS - PLAZA SECTION 230 EXHIBIT 8–10: FOUNDATION CONDITIONS - BUILDING EDGE WITH WALL 231 EXHIBIT 8–11: FOUNDATION CONDITIONS - BUILDING EDGE WITH LIGHT WEIGHT CONCRETE WALL 232 9 SUSTAINABILITY
EXHIBIT 9–1: CITYPLACE - VIEW LOOKING SOUTHEAST 238
xiii
REFERENCED DOCUMENTS
1. ENVIRONMENTAL IMPACT REPORT
2. TRANSACTIONAL DOCUMENTS:
• DEVELOPMENT AGREEMENT
• FORM OF GROUND LEASE
• DISPOSITION & DEVELOPMENT AGREEMENT
3. INFRASTRUCTURE MASTER PLAN AND TECHNICAL MEMOS
1 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
1 INTRODUCTION
CHAPTER
2 CityPlace Santa Clara will create a new
center of activity for the community of Santa
Clara and the Silicon Valley region, providing
significant mixed-use, retail offerings,
office buildings, hotel rooms, and rental
residential dwellings at an urban scale, as
well as accessible outdoor spaces and vital
infrastructure to support the development.
1.1 PROJECT SUMMARY
PROJECT DESCRIPTION
CityPlace Santa Clara is envisioned to be an approximately 240-acre urban city development located in the heart of the Silicon Valley, in the northern part of the City of Santa Clara (see Exhibit 1-1). Significantly, it will convert property owned by the City of Santa Clara
that was formerly used primarily as a landfill and is
currently primarily utilized as a golf course to a more productive use in the form of a new and vibrant mixeduse, urban community. The planned development proposes three alternative land use schemes on five large development parcels and is anticipated to be developed
in eight phases.
Scheme A will accommodate 9,164,400 gross square feet (GSF) of development and a total floor area ratio (FAR) of 0.93; with a conceptual land use program as follows:
5,404,400 square feet (sf) commercial office, 1,312,000 sf commercial retail (including food and beverage),
190,000 sf commercial entertainment uses, 700 hotel
rooms, and 1,680 residential dwelling units, approximately 90 acres of open space, and over 25,000 parking stalls within structured, podium, and surface parking
facilities.
Scheme A Variant will accommodate 7,523,400 GSF of
development, and a FAR of 0.76; with a conceptual land
use program as follows: 3,244,400 sf commercial office, Exhibit 1–1: Regional Vicinity Map 1,831,000 sf commercial retail (including food and
beverage), 190,000 sf commercial entertainment uses,
700 hotel rooms, and 1,680 residential dwelling units,
approximately 84 acres of open space, and over 20,000
parking stalls within structured, podium, and surface
parking facilities. The Scheme A Variant primarily
differs from Scheme A in that one of the parcels would
be developed as a retail center rather than an office
complex.
Scheme B will accommodate 9,164,400 GSF of development and a total FAR of 0.93, with a conceptual land use program as follows: 6,684,400 sf commercial office, 1,512,000 sf commercial retail, 190,000 sf commercial entertainment uses, 700 hotel rooms, and
200 residential dwelling units, approximately 90 acres
of open space, and over 25,000 parking stalls within
structured, podium, and surface parking facilities. The Scheme B plan primarily differs from Scheme A in that
parcel 4 would have no residential use but commercial
office use would be built as a replacement.
Other features of the planned development will include
an integrated network of open spaces, including a
number of outdoor gathering spaces to encompass
public plazas, shared courtyards, as well as walkable
streetscapes. The project will also involve the construction and reconstruction of substantial infrastructure to support the proposed land uses and intensity of
development, including landfill protection systems,
environmental remediation as determined necessary,
construction of a road network to serve the project site, and construction of necessary wet and dry utilities
improvements. Ultimately the entire site will be 8’-12’ above the landfill cap. Where necessary to accommodate infrastructure there will be an interstitial zone between the landfill cap and the surface.
Site access will utilize existing points of contact with Tasman Drive, Great America Parkway and Lafayette
Street, and additional new connections will be made
along those roadways as phases are developed to facilitate multi-modal access to all parts of the project. 3 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
1.2 PROJECT LOCATION
SITE SETTING
The City of Santa Clara is located within Santa Clara
County about 45 miles southeast of San Francisco.
Bordered by the cities of San Jose, Sunnyvale, and
Cupertino, it sits at the center of the “Silicon Valley” (see Exhibit 1-2). With a population in excess of
120,000, Santa Clara is home to the headquarters
of several high-tech companies, including Oracle,
Applied Materials, and Intel, as well as a number of
important regional destinations (see Exhibit 1-3). Most notable are: Santa Clara University, the oldest institution of higher learning in the State of California; Levi’s Stadium, the new home of the National Football
League’s San Francisco 49ers; and Great America
Amusement Park. Immediately adjacent to the site is
the Santa Clara Convention Center.
SITE BOUNDARIES
The approximately 240-acre project site is located at
the northern edge of the City of Santa Clara. It is generally bounded by: the Southbay Freeway (California State Route 237) and Great America Way to the north;
Great America Parkway and the San Tomas Aquino
Creek to the west; the Guadalupe River to the east;
and Tasman Drive to the south. Lafayette Street
roughly divides the site into two halves. The project
boundaries are shown in Exhibit 1-4: Site Boundaries
& Topography, while a full legal description is provided in Appendix A of this document.
SITE DESCRIPTION
The project site is comprised of seven City-owned
legal parcels referenced hereinafter for the purpose
of this Master Community Plan as five development
parcels as illustrated in Exhibit 1-4: Site Boundaries
& Topography as of 2016. The parcels are primarily utilized by the Santa Clara Golf & Tennis Club, although portions of the site are used for a bicycle-motocross (BMX) track and a fire station. The Santa Clara Golf & Tennis Club was developed in 1987 by the
City’s Sports & Open Space Authority as part of the
Santa Clara Trade and Convention Center Complex,
and includes an 18-hole golf course, clubhouse and
restaurant, seven lighted tennis courts, and a surface parking lot (between Stars & Stripes Drive and Tasman Drive).
Lafayette Street, a major arterial, divides the site
into two halves; Parcels 1 and 2 are situated east
of Lafayette Street and immediately west of the
Guadalupe River, while Parcels 3, 4 and 5 are located
west of Lafayette Street. Much of the site was formerly utilized by the Santa Clara All-Purpose Landfill, a
210-acre site with a waste footprint of approximately
183 acres, which closed in 1994. The topography of the
site indicates that soil embankments were constructed
on each of the landfill parcels (1,2,3&4) and that refuse was placed to create large mounds that rise above
current street elevations. Consequently, the site topography varies considerably, with low elevations near sea level and high elevations above 65 feet; the highest mounds are on the northernmost Parcels 1 and 3.
CityPlace Santa Clara will be a master
planned, mixed-use development project
located in the City of Santa Clara. Centrally
located in the Silicon Valley, the project will
transform a closed landfill and surrounding
properties that are currently underutilized into
a local and regional destination.
Exhibit 1–1: Regional Vicinity Map
Exhibit 1–2: ‘Valley HUB’ Map
4 EXHIBIT 1–3: A HUB CONNECTING SILICON VALLEY AND THE BAY AREA 5 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
Parcel 1: This parcel measures approximately 49.6
acres. Landfill operations took place on this parcel from 1982 through 1986, and 1991 through 1993.
Parcel 2: Directly south of and contiguous with Parcel 1, this parcel measures approximately 60.9 acres. Landfill operations took place on this parcel from 1977 through
1984.
Parcel 3: This parcel measures approximately 34.9
acres. Landfill operations took place on this parcel from 1986 through 1991.
Parcel 4: Directly south of and contiguous with Parcel 3, this parcel measures approximately 86.6 acres. Landfill operations took place on this parcel between the 1960s
and 1970s.
Parcel 5: Directly south and contiguous with Parcel 4, this parcel measures approximately 8 acres. The landfill did not include this parcel.
The Santa Clara Golf & Tennis Club
The nearby Baylands Pond
The open-dirt BMX grounds in “Parcel 1”
6 EXHIBIT 1–4: SITE BOUNDARIES & TOPOGRAPHY*
* More detailed (1 foot contour) topographic information can be found in the Infrastructure Master Plan (Fig. 2 through 14).
The retention pond area (while part of the legal parcel) is a City utility facility and not part of the development area or FAR calculations.
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7 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
LAND USE CONTEXT
The project site is central to a high level of existing commercial and employment activity (see Exhibit 1-5).
In addition to the Santa Clara Convention Center,
unique regional attractions such as an NFL stadium
and a major amusement park bring high volumes of
visitors to the vicinity. Office and light industrial
buildings as well as campuses characteristic of high
tech employment in the region support a considerable
day-time population. Meanwhile, surrounding single
family neighborhoods and multi-family residential complexes accommodate a diverse housing stock and add a resident population to the area’s mix.
Regional Attractions: A number of major attractions
are found in close proximity to the project site. These include the recently completed Levi’s Stadium that
seats up to 68,500 persons and hosts the NFL’s San
Francisco 49ers and various special events, and
California’s Great America Amusement Park. Both attractions are situated just to the south of the site across Tasman Drive. The Santa Clara Convention Center, one
of the Silicon Valley’s largest event and meeting venues, is located immediately west of the project site along
Tasman Drive and Great America Parkway.
1.3 COMMUNITY CONTEXT
CityPlace Santa Clara will be well positioned
for development as a city center, and will
serve both the local community and the
region. Nearby regional attractions, hightech employment, diverse housing stock, an accessible highway, and commuter rail and
light rail networks support an urban, transitoriented development pattern. Office and Residential Mix: In addition to the stadium, its ancillary facilities, and the amusement park, uses
located south of the project site generally encompass
a mix of low to moderate density residential neighborhoods. An exception to this would be the properties located directly south of Parcel 2 and north of Tasman
Drive which are occupied by the Lafayette Industrial
Park (which currently is primarily comprised of a
number of low-rise office and light industrial buildings, but per the City General Plan is identified for future
high-density residential development). West of the
project site is an area that is characterized by low- and high-intensity office buildings, including The Irvine
Company’s Santa Clara Gateway office campus and
Marvell Semiconductor office campus, and is designated
in the General Plan for office/R&D uses at intensities of up to 2.0 FAR. East of the project site (across the Guadalupe River in North San Jose) is a mix of
multi-family housing complexes and single family residential neighborhoods, with office and light industrial campuses (including Cisco Systems) located farther to
the east and southeast.
Open Space: North of the project site, in the City of San Jose, the land is largely undeveloped parklands, tidal
wetlands, and former industrial salt ponds, that together comprise a part of the Don Edwards San Francisco Bay National Wildlife Refuge. Scattered residential
and commercial developments are found in the nearby
community of Alviso (City of San Jose), further north.
Southeast of the site along the western bank of the
Guadalupe River is the City of Santa Clara 40-acre
Ulistac Natural Area featuring natural habitat areas
and trails.
TRANSPORTATION CONTEXT
Santa Clara is generally well served by the regional
transportation system, including nearby highway
access, and convenient commuter rail and light rail
connections, providing access to cities throughout the
South Bay, as well as the San Francisco Peninsula
and the East Bay. The community’s close proximity Levi’s Stadium and Great America Park Santa Clara Convention Center
8 EXHIBIT 1–5: AREA LAND USE + KEY DESTINATIONS (2015 EXISTING CONDITIONS)* * The retention pond area (while part of the legal parcel) is a City utility facility and not part of the development area or FAR calculations.
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9 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
to the Mineta San Jose International Airport (SJC)
offers an additional asset in terms of convenience and
transportation.
Highway Access: The project site is readily accessed
by the Southbay Freeway (SR-237), a six-lane divided
highway that runs from Milpitas to Mountain View,
connecting the east and west sides of the Silicon
Valley. SR-237 passes to the north of the site, accessed from Great America Parkway or Lafayette Street via
the Gold Street Connector. The interchange between
SR-237 and the Nimitz Freeway (I-880 connecting
Oakland and San Jose) is approximately 3.5 miles east
of Great America Parkway. Additionally, the Bayshore
Freeway (US-101) passes south of the site, and is accessed by Great America Parkway or Lafayette Street via the Montague Expressway. This eight-lane freeway
connects San Francisco and San Jose.
Street Access: Local access to the project site is provided by three arterial streets. Great America Parkway is a
north-south six lane divided arterial to the west that
provides primary access to US-101 and SR-237; Parcel
4 has approximately 350 feet of frontage along this
street. Tasman Drive is an east-west six lane divided
arterial to the south that includes a center-running
VTA-owned and operated light rail line. Lafayette
Street is a north-south four lane arterial that provides convenient access to both US-101 via Montague Expressway and SR-237 via the Gold Street Connector.
This roadway divides the project site’s east and west
parcels; because the Union Pacific Railroad (UPRR)
corridor runs along the roadway’s west side there is
limited access at street level to Parcels 3, 4, and 5.
There is an unpaved driveway access to Parcels 1 and
2 from Lafayette Street. The intersection at Lafayette
Street and Tasman Drive is grade separated with no
direct connection to the site.
Transit System: The Santa Clara Valley Transit
Authority (VTA) operates a light rail and bus system
that serves Santa Clara County. VTA’s Mountain ViewWinchester light rail corridor runs along Tasman Drive with the Lick Mill and Great America Stations serving
the project site and surroundings. This route includes
stops in downtown Mountain View, Sunnyvale, and
downtown San Jose. It is worth noting that the City’s
General Plan identifies Great America Parkway /
Bowers Avenue and Lafayette Street as “north-south
transit opportunities” that are suitable for frequent
transit service.
Commuter Rail: Santa Clara is home to two major train stations. Situated below the Tasman Drive overpass,
the Santa Clara-Great America Station directly serves
both the project site and Levi’s Stadium. This station hosts Amtrak’s “Capitol Corridor” train linking San Jose and Sacramento and the Altamont Corridor
Express (ACE) connecting Stockton and San Jose.
The Santa Clara Transit Station, located roughly five
miles to the south, hosts the Caltrain commuter rail
line to San Francisco and Gilroy, Capitol Corridor and
ACE VTA county-wide bus services, and is also the
planned terminus station for the Silicon Valley BART
extension.
Airport Proximity: The SJC is located along Santa
Clara’s eastern boundary, its passenger terminal a
distance of approximately 6.5 miles from the intersection of Lafayette Street and Tasman Drive via Great America Parkway and US-101. Although the smallest
of the Bay Area’s three international airports in terms of passenger boarding, the recently modernized SJC
provides a valuable air service choice for Silicon Valley residents and businesses. San Francisco International
Airport is approximately 31.5 miles distant via northbound US-101 and Oakland International Airport is approximately 33.5 miles distant via northbound I-880.
Bicycle & Trail Networks: The site is well served by a network of existing and proposed north-south bicycle
paths and lanes, including the trails along San Tomas
Aquino Creek and the Guadalupe River. On-street
bicycle lanes are also provided along Great America
Parkway, while the bicycle lanes along Lafayette Street extend to Calle de Luna just south of the project site, with a future extension to Great America Way proposed in the General Plan. In the east-west direction, the General Plan envisions future bicycle lanes along
Tasman Drive, connecting to bike lanes westward into
Sunnyvale and eastward into San Jose.
ENVIRONMENTAL CONTEXT
Development needs to sensitively address local environmental factors and constraints, recognizing that Trail facilities along San Tomas Aquino Creek
The VTA’s Lick Mill light-rail station
Great America station
10 EXHIBIT 1–6: AREA TRANSPORTATION*
* The retention pond area (while part of the legal parcel) is a City utility facility and not part of the development area or FAR calculations.
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11 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
much of the site is a former landfill and that the site is situated near waterways and restored wetlands that
interact with the San Francisco Bay. In particular, site grading and drainage are complicated by the underlying refuse, requiring that construction maintain the integrity of the landfill, and integrate control systems to protect the environment and maintain public health
and safety.
Landfill Condition: Separate landfill cells were established on each of the four proposed development parcels north of Stars & Stripes Drive (Parcels 1-4), with landfill operations concluding in the 1990s. The topography indicates that soil embankments were constructed and
that refuse was placed creating large mounds. On the
basis of available subsurface information, refuse in the northern landfills (Parcels 1 and 3) ranges in thickness from 40 to 80 feet; while refuse in the southern landfills (Parcels 2 and 4) ranges from 20 to 40 feet
thick. A clay cap overlies the refuse which is in turn
covered by imported earth fill. Additional earth fill was used to create varied topography utilized by the golf
course (with a significant stockpile of earth on Parcel 3). This condition will require grading that protects
the integrity of the existing landfill cap, and levels the site to create the proposed building pads. Additionally, infiltration of stormwater runoff is not feasible where development will overlay the landfill, requiring new
systems for collection, conveyance and treatment of
stormwater.
Adjacent Waterways: Santa Clara is drained by Saratoga Creek, Calabazas Creek, San Tomas Aquino Creek,
and the Guadalupe River, all of which flow into the
Guadalupe Slough through a series of flood control
channels that empty into the southern portion of
San Francisco Bay. One of these, San Tomas Aquino
Creek, establishes the western boundary of Parcel 4.
The Guadalupe River marks the eastern boundary of
Parcels 1 and 2, also separating Santa Clara from San
Jose along its northern reaches. This river flows into
the Alviso Slough (it was rerouted from the Guadalupe
Slough in the 1870s to aid navigation) before emptying
into the San Francisco Bay.
Flood Control: The Santa Clara Valley Water District
(SCVWD) is responsible for managing water flows and
providing flood control throughout Santa Clara County.
While channelization and other flood control measures
have reduced the potential hazard, flooding can occur
in localized areas due to overflow of the local creeks and rivers during periods of heavy rain. Characterized by
landfill mounds, the project site is generally not subject to flood hazard. However, Lafayette Industrial Park
located directly south of Parcel 2 is situated within a designated flood zone; Lafayette Street is also susceptible to flooding. Nearby Wetlands: Salt ponds and wetlands found north
of SR-237 are part of the Don Edwards San Francisco
Bay National Wildlife Refuge, administered by the
U.S. Fish and Wildlife Service, and are included in the 15,100-acre South Bay Salt Pond Restoration Project
that is returning former industrial salt ponds to tidal wetlands along the Bay. The first phase of the restoration project transformed significant acreage of the Alviso Ponds into managed wetlands and increased the
flood flow capacity of the Alviso Slough.
Don Edwards San Francisco Bay National Wildlife Refuge
San Tomas Aquino Creek Trail near Great America
Guadalupe River, Santa Clara
12 EXHIBIT 1–7: AREA ENVIRONMENTAL FEATURES*
* The retention pond area (while part of the legal parcel) is a City utility facility and not part of the development area or FAR calculations.
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13 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
PURPOSE
This Plan provides a comprehensive program to govern
the use of land and will provide for orderly development of CityPlace Santa Clara. As such, it incorporates a
conceptual development framework, and other development regulations in the form of standards and guidelines; it also identifies and coordinates necessary infrastructure improvements, addresses public and
private financing for infrastructure improvements
and describes development phasing. These contents
are intended to ensure: a) that development within
the planning area will be consistent with the General
Plan; and b) that development of CityPlace’s private
and public realms will be in accord with the Plan’s
vision and design intent.
LEGAL AUTHORITY
This Plan was prepared in accordance with Chapter
18.56 (Planned Development - Master Community
Zoning Districts) of the Santa Clara Zoning
Ordinance.. These provisions allow for the designation of a Planned Development - Master Community (PD-MC) zoning district on project sites measuring
at least 25 contiguous acres, thereby accommodating
large-scale integrated development where a mixture of
residential with commercial, office, research and development and/or public uses will be proposed. CityPlace Santa Clara will comprise approximately 240 acres,
thus qualifying for this zoning designation.
1.4 PLAN SUMMARY
This Master Community Plan will serve as
the zoning map and zoning regulations that
apply in the Planned Development - Master
Community (PD-MC) zone designation for the
project site.
Rezoning to PD-MC must be accompanied by the
adoption of a Master Community Plan that includes
narrative and graphic descriptions of the allowed
development and its various components, such as
land use, circulation, and open space. The plan must
also indicate the density / intensity of residential and nonresidential development, and include development
standards and design guidelines. A preliminary public
infrastructure plan and a program for financing onand off-site infrastructure improvements are also required. Table 1-1: Master Community Plan Required
Content lists the required elements of a Master
Community Plan and identifies where those elements
are included in this Plan.
APPLICABILITY
In accordance with the procedures set forth in
Appendix C. Submitted Development Area Plans must
conform to the contents of this document.
14 TABLE 1–1: MASTER COMMUNITY PLAN REQUIRED CONTENT
REQUIRED CONTENT PER SANTA CLARA CITY
ZONING CODE - SECTION 18.56.070
APPLICABLE DOCUMENT
CHAPTER OR SECTION
The master community plan shall include the following information, subject to the satisfaction of the Director of Community Development:
(a) A master community summary providing, in narrative form:
1. A general description of the proposed development; including a legal description of the property in the district;
1.1 PROJECT SUMMARY
1.2 PROJECT LOCATION
APPENDIX A: LEGAL SITE
DESCRIPTION
2. Definitions of the land use designations (including density ranges and, in the case of residential designation, product types) shown on the master community graphics (as required by subsection (b) of this section);
3.2 LAND USE CONCEPT
3. A table setting forth the minimum and maximum total dwelling units, the minimum and maximum nonresidential square footage, and the minimum acreage for open space, public uses and any other uses for the district at buildout;
3.2 LAND USE CONCEPT
4. A description of:
A. Residential neighborhoods; 3.2 LAND USE CONCEPT
B. Mixed-use neighborhoods; 3.2 LAND USE CONCEPT
C. Commercial, office and/or research and development uses; 3.2 LAND USE CONCEPT D. Open space and parks; 3.4 OPEN SPACE CONCEPT
E. “Public Buildings”; and 3.3 MOBILITY CONCEPT
F. Any other proposed uses; and
5. Financing, if any, for on- and off-site infrastructure improvements. 2.4 DEVELOPMENT FINANCING /
IMPLEMENTATION RESPONSIBILITIES
(b) Master community graphics showing generally:
1. Land use designations for each distinct use in the master community district (each such designated area is hereinafter referred to as a “land use area”) and in adjacent areas outside the district;
3.2 LAND USE CONCEPT
(EXHIBIT 3-2)
2. A public circulation system (including street classifications and cross sections, pedestrian paths and bikeways);
3.3 MOBILITY CONCEPT
(EXHIBITS 3-9, 3-10, 3-11, 3-18, 3-19
& 3-20)
3. “Public Buildings”; 3.3 MOBILITY CONCEPT (EXHIBIT 3-16) 15 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
TABLE 1-1: MASTER COMMUNITY PLAN REQUIRED CONTENT CONT.
REQUIRED CONTENT PER SANTA CLARA CITY
ZONING CODE - SECTION 18.56.070
APPLICABLE DOCUMENT
CHAPTER OR SECTION
4. Open space and parks; and 3.4 OPEN SPACE PLAN
(EXHIBIT 3-21)
5. A preliminary public infrastructure plan (including drainage, sewerage, water, power and telecommunication utilities).
CHAPTER 8: INFRASTRUCTURE OVERVIEW
(c) A map showing the existing topography of the district at one-foot contour intervals, if required by the Zoning Administrator of the City of Santa Clara.
1.2 PROJECT LOCATION
(EXHIBIT 1-4) *
(d) Design guidelines and development standards for:
1. Site Planning. CHAPTER 4: PARCEL DEVELOPMENT
PLANS, STANDARDS & REQUIREMENTS
A. Site coverage; TABLES 4.1 - 4.16
B. Setbacks; EXHIBITS 4.2 - 4.33
C. Building heights; EXHIBITS 4.2 - 4.33
D. Private outdoor areas, including open space and yards; and 6.6 PRIVATE OUTDOOR SPACE E. Parking; 4.2 - 4.17
2. Architectural Character.
A. Style; CHAPTER 5: DESIGN GUIDELINES
B. Scale; and CHAPTER 5: DESIGN GUIDELINES
C. Building materials; CHAPTER 5: DESIGN GUIDELINES
3. Landscaping; CHAPTER 6: LANDSCAPE MASTER PLAN
4. Signage; and CHAPTER 7: SIGNAGE & LIGHTING
GUIDELINES
5. Lighting. (Ord. 1746 § 2, 2-15-00). CHAPTER 7: SIGNAGE & LIGHTING
GUIDELINES
* More detailed (1 foot contour) topographic information can be found in the Infrastructure Master Plan (Fig. 2 through 14). 16 SECTION 1. INTRODUCTION:
This section briefly summarizes the project, its setting, and outlines the purpose of the Plan and its contents.
This section offers existing topographic information.
SECTION 2. IMPLEMENTATION:
This section describes the programs and procedures
that will be utilized to implement the Plan; it outlines the development approval process and the roles of
the City and Master Developer in development of the
project.
SECTION 3. MASTER PLAN OVERVIEW:
This section sets forth the overall vision, policies, and physical framework for development of the project site, covering land use, mobility, open space, and urban
design.
SECTION 4. PARCEL DEVELOPMENT
PLANS & REGULATIONS:
This section describes a program framework and
the desired character of development for delineated
parcels, as well as the associated site development
regulations.
SECTION 5. DESIGN GUIDELINES:
The section presents general design guidelines with
the intent of ensuring high quality development,
addressing site planning of building and open space,
architectural design and parking requirements for key
development typologies.
SECTION 6. LANDSCAPE MASTER PLAN:
This section presents plans, programs, and guidelines
that establish the overall aesthetic of the site’s land- scape, especially focusing on the design of streetscapes and of public and private open space and plazas.
SECTION 7. SIGNAGE &
LIGHTING MASTER PLAN:
This section presents plans, programs and guidelines
that establish the overall aesthetic for on-site signage and lighting, in particular presenting guidelines for
tenant signage and wayfinding signage.
SECTION 8. INFRASTRUCTURE OVERVIEW:
This section provides plans, programs, and guidelines
for the improvement of key components of the infra-
structure serving the project site, including vehicular circulation, drainage and stormwater control, water,
sewers, gas, electric, and telecommunications.
SECTION 9. SUSTAINABILITY MASTER PLAN:
This section details plans, programs, and guidelines
that will meet a locally accepted level of sustainable
development practice, addressing such issues as green
infrastructure and buildings, and sustainable materi-
als and resources.
APPENDICES:
The appendices include a full legal description of the
project site, a list of definitions of the land uses refer- enced in Section 3.2 and procedures for the review and
approval of the Development Area Plans.
1.5 PLAN ORGANIZATION
This Plan is structured to assist all
interested parties, including prospective
developers and local decision-makers,
in accessing the information they will
need to implement the desired vision and
ensure a high level of development and
design quality for CityPlace. The document
organization is as follows:
17 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
2 IMPLEMENTATION
CHAPTER
18 This Master Community Plan is consistent
with the City General Plan, including the
project site’s designation as Urban Center
Entertainment District.
2.1 GENERAL PLAN CONSISTENCY
& CEQA COMPLIANCE
GENERAL PLAN CONSISTENCY
The project supports the General Plan’s Major
Strategies:
Policy Support: The General Plan presents seven Major Strategies that are the “foundation for civic priorities and a framework for decisions that shape the future
growth and development of the City of Santa Clara.”
CityPlace and its development objectives are consistent with and support each of the Major Strategies.
Major Strategy 1: Enhance the City’s
High Quality of Life. CityPlace will expand
employment opportunities while offering a broad
range of amenities, integrating significant office
development with an array of retail, dining, and
entertainment options. Moreover, its mixed-use,
transit-oriented development pattern will support a
pedestrian friendly live, work and play environment
complemented by active open spaces. In summary,
the project will contribute both economically and
socially to the community.
Major Strategy 2: Preserve and Cultivate
Neighborhoods. CityPlace will establish a new
mixed-use urban neighborhood that will extend and
diversify Santa Clara’s housing stock while fostering
a sense of community. In particular, the proposed
construction of up to 1,680 residential dwelling
units at urban densities will create a distinctive
residential living experience.
Major Strategy 3: Promote Sustainability.
CityPlace will be developed primarily upon a former
landfill, achieving more efficient use of the land;
and will intensify land use in the form of a mixeduse, city center development in close proximity to local and regional destinations and major transit
facilities and connections. Additionally, the project
will integrate on- and off-site infrastructure
improvements necessary to support the development,
and will incorporate measures to reduce water and
energy consumption and protect water quality.
Major Strategy 4: Enhance City Identity.
CityPlace will rely on a robust mixture of uses,
a high-quality public realm, and compelling
architectural design to establish a vibrant and
attractive destination for residents, workers and
visitors alike. Emphasis will be placed on delivering
inviting streetscapes and hospitable outdoor spaces
suitable for public use and community gatherings.
Given its proximity to Levi’s Stadium, Great
America Amusement Park and the Santa Clara
Convention Center, it will become not only a local
destination but a regional one as well.
Major Strategy 5: Support Focus Areas and
Community Vitality. CityPlace will capitalize
on the presence of important local and regional
attractions, including the nearby stadium, convention
center, and amusement park to create a well-defined
center of activity for Santa Clara and the Silicon
Valley. As an important focus of employment and
commercial endeavors, the development is expected
to attract considerable investment to the community.
To ensure long-term viability, the plan will provide
a flexible accommodation of growth and change over
time.
Major Strategy 6: Maintain the City’s Fiscal
Health and Quality Services. CityPlace will
feature a broad mix of uses with the capacity to
strengthen and diversify Santa Clara’s tax base
and maintain the community’s fiscal health.
Between 3.56 and 6.68 million square feet of
office development is projected to attract major
employers and expand the employment base. In
addition, between 1.5 and 2 million square feet
of commercial development, consisting of retail,
dining, entertainment and hotel uses, is expected to
significantly increase taxable sales. The enhanced
fiscal stability created by the Project will allow the
City sufficient funds to maintain quality municipal
services.
Major Strategy 7: Maximize Health and Safety
Benefits. Creating a successful and attractive live,
work, play environment while encouraging walking
and recreation over emphasis on automobiles, with
a park once strategy, will offer health and safety
benefits to CityPlace (i.e. walkable streets, bike
paths, etc). A priority for the development will be
to modernize landfill protection systems to ensure
the continued protection of human health and the
environment.
Land Use Classification: In order to accommodate
high intensity urban-oriented development, including
the proposed CityPlace development, a new General
Plan land use classification category of Mixed-Use
Designations, has been added as a classification of
“Urban Center / Entertainment District”. The text of
this classification is as follows.
This classification is intended for local- and
regional-scale destinations that feature a mixture
of some or all of the following: pedestrian-oriented
commercial retail and services; urban residential,
hotel and employment-generating uses within a
defined planning area. It accommodates an intensity
of development intended to create a lively place of
19 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
focus for community and commerce. Master planned
projects are encouraged, which may proceed through
multiple phases and may entail several individual
parcels or development areas. The intensity of
development within individual parcels or sub-areas
may vary, thereby allowing a more dense urban
form in key locations (for example, concentrated
employment, retail services, and/or housing by
nearby transit facilities). The planning area may be
designated as one of the following:
• Low Intensity Urban Center that allows an overall
project that shall not exceed a gross FAR of 1.0 for
all combined office, commercial, retail, and hotel
uses; or
• High Intensity Urban Center that allows an
overall project that shall not exceed a gross FAR of
2.0 for all combined office, commercial, retail, and
hotel uses.
This classification accommodates a wide variety
and mix of commercial activities serving residents,
businesses and visitors from the local community
and surrounding region. Some combination of the
following uses are allowed in vertical or horizontal
mixed-use arrangements: 1) retail sales and
services; 2) restaurants and other food and beverage
uses; 3) entertainment venues such as cinemas,
performance venues, other interactive experiences,
and active open space and plaza amenities; 4) hotels;
5) corporate and general office; 6) commercial
services; and 7) compatible uses of a similar
commercial character (to the extent permitted by the
applicable zoning designation). Auto-oriented uses
such as drive-through restaurants and auto service
facilities are not permitted. This is not intended to
exclude product showcase venues, including auto
showrooms, which shall require a use permit.
Medium to very high-density residential uses are
also suitable to this classification; however the
building heights could be restricted by FAA or
other applicable height restrictions/regulations.
The integration of urban scale housing is intended
to contribute to a balanced community, reduce
reliance on the automobile, and promote the desired
pedestrian oriented character. Horizontal and
vertical mixing of compatible uses is permissible,
bringing residents and workers in close proximity to
basic services and desirable conveniences. Mixeduse developments that afford active lower floors(s) retail or commercial space along street frontages
with residential units arranged on upper floors are
especially fitting as part of an urban core.
Development should support alternative modes of
travel, incorporating accommodations for transit
users, bicyclists, and pedestrians, as well as
utilizing and incentivizing transportation demand
management. Parking should be provided in a
manner that does not disrupt the desired pedestrian
orientation, and instead is arranged and scaled to
help activate street spaces. Shared parking among
compatible uses is encouraged. Both structured and
surface parking are permissible, as appropriate to
location and uses.
Open spaces and landscape features that enhance
the public realm and meet the active and passive
recreational needs of multiple users shall be
incorporated throughout a project. In particular,
open spaces should encompass some or all of the
following: at-grade plazas, greens, and similar
shared outdoor spaces suitable for formal and
informal gatherings, as well as pedestrian-friendly
streetscapes that feature wide sidewalks, canopy
trees, street furniture, and other amenities. Upper
/ podium level courtyards and terraces, as well
as public and private rooftop gardens, are also
encouraged.”
With a maximum development area of 9,164,400 gross
square feet (GSF), CityPlace’s FAR falls below 1.0;
therefore, the project is categorized as a Low Intensity Urban Center. CityPlace is consistent with this new
General Plan designation because it is a regional-scale destination that features a mixture of pedestrian-oriented commercial retail and services; urban residential,
hotel and employment-generating uses, and is intended
to create a lively place of focus for community and
commerce.
In addition to the General Plan Amendment, the project approvals include a zoning change to Planned Development – Master Community (PD-MC) from Public,
Quasi-Public, Public Park or Recreation (Parcels 1 to 4, the retention basin, a portion of Parcel 5) and Commercial Park (CP) (the remainder of Parcel 5).
20 FULL LIST OF APPROVALS
City Discretionary Approvals
General Plan Amendment
Rezoning from B and CP zoning districts to Planned
Development - Master Community (PD-MC)
Master Community Plan
Tentative Subdivision Map and/or Vesting Tentative
Subdivision Map
Development Agreement
Disposition and Development Agreement and Ground
Leases
Infrastructure Master Plan
Development Area Plans
Conditional use permits for specified uses as set forth in Section 3.2
Landfill Related Approvals
Responsible Agencies:
Bay Area Air Quality Management District
(BAAQMD)
San Francisco Bay Regional Water Quality Control
Board (Water Board)
Santa Clara County Department of Environmental
Health (Local Enforcement Agency)
Cal Recycle
California Department of Public Health
Approvals Required:
Post-Closure Land Use Plan, amended Closure Plan,
and amended Post Closure Maintenance Plan
Revisions to Corrective Action Plans
Revised Waste Discharge Requirements
Post Closure Land Use Plan
Additional Approvals that may be Required
California Department of Transportation (Caltrans)-
review of traffic circulation effects
Water Board - approval of NPDES permit and review of
potential impacts to wetlands
California Department of Fish and Wildlife - streambed alteration agreement and review of potential impacts to wetlands
United States Army Corps of Engineers - review of
potential impacts to wetlands
The PD-MC district is intended to create regulations for large-scale integrated development that is compatible
with the existing community and that: 1) Integrates uses that are not permitted to be combined in other zoning districts, and/or utilizes planning and design concepts that would be restricted in other zoning districts; 2) subdivides land or air space in a manner that results in units not having the required frontage on a dedicated public
street; and 3) will be developed in phases.
21 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
2.2 MASTER COMMUNITY PLAN
APPROVALS & ADMINISTRATION
The proposed CityPlace development requires
City Council approval of a Master Community
Plan to accompany a zoning change to
Planned Development – Master Community
(PD-MC). Site development will progress
based on approval of separate Development
Area Plans tied to project phasing, affording
the City an opportunity to review detailed site
and architectural plans for compliance with the
provisions of this Master Community Plan.
APPROVALS & ADMINISTRATION
Site development will require application and approval of one or more Development Area Plans and architectural review to the extent not addressed in
the Development Area Plan application. One or more
Development Area Plan applications will be submitted for each of the proposed project phases and shall conform to the Master Community Plan. The submittal and approval procedures for Development Area Plan applications and architectural review shall be
governed by the “Development Area Plans – Submittal
and Approval Procedures” in Appendix C, which supersedes Sections 18.56.080 through 18.56.110 of the Zoning Ordinance in their entirety with respect to the
new PD-MC zoning district.
• Site development will require application and
approval of one or more Development Area
Plans and later architectural review to the
extent not addressed in the Development Area
Plan approval. One or more Development Area
Plans will be approved for each of the proposed
project phases and shall conform to the Master
Community Plan. The submittal and approval
procedures for Development Area Plan applications and architectural review shall be governed by the “Development Area Plans – Submittal
and Approval Procedures” in Appendix C, which
supersedes Sections 18.56.080 through 18.56.110
of the Zoning Ordinance in their entirety with
respect to the new PD-MC zoning district.
22 PHASING CONCEPT
One of the advantages of PD-MC zoning is that it
readily accommodates the project phasing associated
with a large-scale development project. In this case,
the proposed development is expected to achieve buildout of all five development parcels through multiple phases, with project completion estimated by 2031.
This conceptual phasing takes into account such
factors as projected market absorption, infrastructure
costs, revenue generation, community benefits, and
development flexibility, and incorporates the following three concepts: Create Mixed-Use Destination: Development will com -
mence with Parcels 4 and 5, delivering approximately
5 million square feet of commercial retail, office, hotel and residential space to create a vital city center by
approximately 2023. The intent will be to leverage both parcels’ proximity to local and regional attractions,
especially the recently-constructed Levi’s Stadium, to
create in the near term a mixed-use destination for
the community. Synergies with stadium events will
add value, creating an opportunity for full day experiences, which could result in additional revenue and a broader customer base. Anticipated benefits include
housing and employment, access to goods and services,
entertainment choices, the ability to park once for full complement of needs, transit-oriented design resulting
in trip reductions, raising the profile of the community, generating project revenue, and expanding the City’s
tax base, thereby stimulating further high quality
development.
Expand Employment Base: Development will next progress to the office campus proposed for the Northwest quadrant of Parcel 4 potentially delivering up to 1
million square feet of additional office space by approxi- mately 2027. The intent is to provide a setting that will attract major employers, adding 5,000 jobs; in particular, offering the amenities that appeal to high-tech businesses and knowledge based enterprises. These
amenities include appealing campus environments,
proximity to an active city center, and strong transit
connections to reduce vehicle trips.
Address Future Market Conditions: Market absorption
capacity will inform project phasing decisions, and
development on parcels beyond the City Center (Parcels
1 & 2) will be governed by market demand forces for
the primary office uses. Market needs may require the
flexibility to substitute uses. Parcel 2 will reserve the most flexibility to pursue alternative land use schemes based on future market conditions. The eventual land
use mix will depend in large measure on the character
of local and regional growth, including potential redevelopment of the adjacent Tasman East Industrial Park as a residential neighborhood as contemplated under
the General Plan.
CONCEPTUAL PHASING STRATEGY
It is projected that the project will be constructed in eight phases for Scheme A and Scheme B, and seven
phases for the Scheme A Variant; however, this phas-
ing strategy is conceptual, and (within the limitations
2.3 DEVELOPMENT PHASING
CityPlace will be developed in multiple
phases, timing the delivery of commercial
retail, office, hotel and residential space to
projected market demand and other factors.
Construction will begin with the City Center,
creating an essential focal point for the
community while providing the critical mass
needed to generate both activity and revenue.
Office campus development will follow with
estimated project completion by 2035.
23 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
EXHIBIT 2–1: SCHEME A - DEVELOPMENT PHASING CONCEPT*
Implementation of all necessary infrastructure
improvements will be accomplished concurrent
with the project phase where the demands are
created.
* The retention pond area (while part of the legal parcel) is a City utility facility and not part of the development area or FAR calculations.
LEGEND
, .. = 800'
flJA,..-.]
~
l1h!)jj0 2
Pl,~ 2/\
Phn!<11 :1
l'hrJ.OO 4
l"hnllE!Ji
f'hRse G
Ph~~7
O' JO(I' 4(1<Y BOO' 1600'(1)
24 EXHIBIT 2–2: SCHEME A VARIANT- DEVELOPMENT PHASING CONCEPT* * The retention pond area (while part of the legal parcel) is a City utility facility and not part of the development area or FAR calculations.
LEGEND
, .. = 800'
Pha.se 1
2 2A
3 t
hs.&eil
f'h9seG
25 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
set forth in the Development and Disposition
Agreement) phases may be consolidated, implemented
out of numerical sequence, or otherwise modified to
address changing conditions. A brief description of
each proposed phase of development follows, with the
phasing conceptually portrayed in Exhibit 2-1: Scheme
A - Development Phasing Concept and Exhibit 2-2:
Scheme A Variant - Development Phasing Concept.
Scheme B phasing will the same as Scheme A, with office replacing residential on Parcel 4 and Retail replacing a portion of ground floor office space on Parcel 2. Phase 1: The initial phase is expected to develop approximately 873,000 square feet of commercial retail, residential, hotel and office space on an estimated 8
acres, establishing the gateway into the City Center
Mixed-Use zone on Parcel 5. The estimated time frame
for development is 2016-2020.
Phase 2: This phase is anticipated to develop approximately 2.4 million square feet of commercial retail, entertainment, residential, hotel and office space on
an estimated 52 acres, establishing the essential core
of the City Center Mixed-Use zone on Parcel 4. The
estimated time frame for development is 2017-2021.
Phase 2A: This phase will establish access to the City Park on Parcel 3. Development of City Park will be by
the City and follow a process and timeline to be determined by the City. The Master Developer will construct an access road from Parcel 4 to serve the new City
Park, which access will be constructed concurrent with
the Phase 2 street infrastructure.
Phase 3: This phase is anticipated to provide additional mixed-use to the zone, and will develop approximately
18 additional acres on Parcel 4 to complete the City
Center Mixed-Use zone. Approximately 750,000 square
feet of retail, office, and residential space is contemplated. The estimated time frame for development is 2021-2024.
Phase 4: This phase is anticipated to generally correspond to the City Center Northwest Office Zone, completing development of Parcel 4. Nearly 1.1 million
square feet of office space on 16 acres is envisioned. The estimated time frame for development is 2024-2027.
Phase 5: This phase is anticipated to initiate office campus development on the east side of Lafayette Street.
Development of approximately 1.44 million square feet
of office space is anticipated on 36.8 acres on Parcel 1 and is expected to proceed in 2026-2029. New access
points to the parcels on the east side of Lafayette
Street will be constructed with or not later than commencement of this Phase. Phase 6: Under Scheme A, this phase is anticipated to involve 26 acres of development of approximately 1.3
million square feet of office space on the west half of Parcel 2. Under Scheme B, this phase will develop just
under 1 million square feet of office space and approximately 100,000 square feet of commercial retail on the west half of Parcel 2. The estimated time frame for development is 2029-2032. Under the Scheme A Variant, construction of the 519,000 square foot retail center
and 423,000 square feet of office is expected to proceed as a single phase.
Phase 7: Under Scheme A, this phase is planned to involve 35 acres of development of approximately 1.3 million square feet of office space on the east half of Parcel 2 to complete the office campus. Under Scheme B,
this phase is expected to develop just under 1 million
square feet of office space and approximately 100,000
square feet of commercial retail on the east half of
Parcel 2 to complete the office campus. The estimated
time frame for development is 2032-2035. The Scheme
A Variant does not utilize a Phase 7.
Development Agreement Requirements: Development
Agreement must describe the proposed phasing of
both on-site construction and any public improvements
required through that agreement, and it must identify
specified times for the commencement and completion
of each phase of the project.
Development Area Plan Requirements: It is anticipated that each development phase will be approved through
a separate Development Area Plan. Construction in
accordance with an approved Development Area Plan
must begin within two years of approval by the City
Council; the Planning Commission may grant an extension of up to two years, provided the developer can demonstrate “good cause.”
Infrastructure Sequencing: The provision of on- and
off-site infrastructure will coincide with the phasing of site development, thereby ensuring that infrastructure
timing and sequencing satisfy the demands of each
development phase. Phasing of infrastructure improvements is mentioned in Chapter 8 (Infrastructure Overview) and will be confirmed by Infrastructure
Plans approved as part of the DAP’s.
26 The method of development financing
and the assignment of responsibilities for
implementing the CityPlace project, including
both on- and off-site improvements, will be
set forth in financing plans submitted by the
Master Developer and approved by the City of
Santa Clara.
EXHIBIT 2–3: CITYPLACE - VIEW LOOKING SOUTH
2.4 DEVELOPMENT FINANCING /
IMPLEMENTATION RESPONSIBILITIES
FINANCING
Due to the size of development and mitigation measures
required by the project EIR, CityPlace Santa Clara will implement construction of new public and private infrastructure (both on the 240 acre project site and beyond).
Improvements include utility upgrades in the vicinity of the project and street/intersection modifications in numerous locations throughout the City of Santa Clara and also neighboring cities. The developer will be responsible for costs of relocation or modification of any public facility necessary to accommodate development of the CityPlace
project. The Development and Disposition Agreement
specifies that, prior to taking possession of land within the project site and before beginning construction of any phase, the Developer will submit initial and detailed
financing plans, respectively indicating the sources of funding for all project infrastructure and improvements, as well as maintenance of public and private improvements so as to minimize use of City general funds or proceeds from the project.
Some of these improvements will be implemented through
the payment of specific project development fees. These funds derived from project development fees will assist the various governmental agencies in carrying out broader infrastructure and facility improvements. To assist with the implementation of the public improvements, the Developer may use public financing vehicles, including
but not limited to Community Facilities Districts (CFDs), Enhanced Infrastructure Financing Districts (EIFDs),
State and Federal grants, and other public facility revenue bonds. Such financing vehicles would require cooperation between the Developer and the City. 27 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
3 MASTER PLAN OVERVIEW
CHAPTER
28 Vision: CityPlace Santa Clara will sit at the
heart of Silicon Valley, a region that is globally
recognized for its leadership in community
resilience, integrated technology and quality
of life. In keeping with this high standard, the
project’s walkable City Center and adjacent
office campuses will create an exceptional
live, work, play environment that delivers
on the finest tenets of placemaking and
community building. Offering an unparalleled
opportunity for cutting-edge businesses, and
featuring uses such as one or more hotels
and a collection of both unique and popular
retail brands and entertainment venues,
this development will become a premier
destination in the Silicon Valley.
3.1 MASTER PLAN SUMMARY
and access to goods, services and entertainment choices. Flexibility in the plan will accommodate changing conditions and will ensure long-term viability.
Transit Orientation: CityPlace will capitalize on public investment in transit by intensifying land use development on a former landfill that is favorably located in proximity to key transit facilities, including regional commuter and light rail stops. The location, density
and mix of employment, commercial and residential
activities is intended to support transit usage with a
commensurate reduction in reliance on the automobile, augmented by a bicycle and pedestrian network.
CityPlace will also include Transportation Demand
Management (TDM) Plan targets for reducing office
and residential generated traffic, and best management
TDM practices for retail uses.
Mixed-Use Destination: CityPlace will provide a prime destination and center of community and commerce
for Santa Clara, highlighted by a distinctive, high
intensity mixed-use core. A full complement of uses and amenities is planned, encompassing urban residential,
creative office, lifestyle hotel, large format retail, “main street” shops, multiple food and beverage tenants, and
various entertainment venues, all brought together in
an active street environment. By leveraging popular
nearby attractions, especially Levi’s Stadium and
Great America Amusement Park, the synergy of activity in this “City Center” is anticipated to draw both a local and regional market.
Employment Generating Uses: CityPlace will establish
a premier employment center for the Silicon Valley,
emphasizing corporate offices within an attractive
campus setting that features adjacency to the vibrant,
mixed-use core. The intent is to expand, diversify and
intensify the employment base of the Santa Clara
community by attracting major employers, including
those businesses (such as high-tech, creative and
knowledge-based endeavors) that seek a superior
level of amenity, and service and hospitality sector
employment.
DEVELOPMENT CHARACTER
Consistent with the project’s vision, the characteristics that will formulate CityPlace “raise the bar” for development and promise a unique social and economic asset for the community and the region.
Master Planned Development: CityPlace will deliver an integrated, phased development, comprised of complementary uses and activities that expand the employment, shopping and entertainment, and residential choices available to the community and the region. The
project will provide Santa Clara with jobs and housing, Engaging Public Realm: CityPlace will exemplify
outstanding placemaking. As a leading destination
for the region, the mixed-use core will receive special attention; a robust intermingling of street oriented
uses, appealing storefronts, expanded sidewalks, street furniture, public art, wayfinding signage, kiosks,
pedestrian lighting, and inviting public plazas are expected to attract plentiful activity and generate intense pedestrian traffic. Nonetheless, the entire project will emphasize a high quality public realm, employing compelling architecture, enhanced streetscapes, shared outdoor space, and distinctive wayfinding signage to
promote identity, vitality, connectivity and livability. Sustainable Infrastructure: CityPlace will promote
leadership in sustainable development. While the proposed land use mix, intensity, and transit orientation will support alternative modes of transportation with
the attendant benefits of sustainability, the project
will also be designed to achieve resource efficiency and will incorporate an extensive green infrastructure.
Advanced landfill protection systems, green roofs,
recycled water, and water conserving landscapes are
among the array of measures that are expected to be
employed to reduce water and energy consumption, and
protect water quality. Green building design is also to be employed to meet standards for the use of sustainable materials and renewable resources. 29 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
DEVELOPMENT OBJECTIVES
The following are key objectives for the development of CityPlace. They are intended to balance local and regional needs, minimize impacts of development on the environment, City services and finances, while accomplishing the business plan of the Master Developer and the City’s vision for a successful, engaging, live, work, play experience:
Objective No. 1 - Convert property formerly utilized as a landfill and currently designated as open space and
regional commercial use to more productive uses that will meet the growing demand for commercial, retail, and office development and housing while providing active and passive open space for use by occupants and visitors.
Objective No. 2 - Establish a vibrant mixed-use, urban
core, creating a pedestrian friendly “live, work, and play” environment that will function as a well-defined center for the Santa Clara community.
Objective No. 3 - Promote transit-oriented infill development by placing job-creating commercial uses, residential units, shopping, entertainment, and dining options near existing transit and multi-modal transportation facilities, with shared parking and “park-once” strategies for efficient land use.
Objective No. 8 - Provide community benefits, highlighted by compelling outdoor spaces suitable for public use and community gatherings, as well as other amenities
such as varied recreation facilities.
Objective No. 9 - Modernize the landfill protection systems operated by the City of Santa Clara to ensure continued protection of human health and the environment.
MORE PRODUCTIVE USE VIBRANT MIXED-USE /URBAN CORE TRANSIT-ORIENTED INFILL DEVELOPMENT
COMMUNITY BENEFITS MODERNIZE THE LANDFILL
PROTECTION SYSTEMS
Objective No. 7 - Allow flexibility to respond to changing market demands, ensuring that the project will remain
economically feasible throughout a multi-year development process within the construct of the PD-MC zoning and Development Area Plans.
FLEXIBILITY
30 Objective No. 4 - Expand shopping, entertainment and dining opportunities for local and area-wide residents
and workers.
Objective No. 6 - Provide additional visitor serving
facilities such as hotels, restaurants and shops for convenient use by patrons of Levi’s Stadium, as well as the convention center and theme park. Provide opportunities for supplemental parking for stadium events (including
parking on football game days), while making adequate
provision to maintain the vitality of the retail uses
within the project. Offer enhanced hotel availability to an underserved travel market.
Objective No. 11 - Create a significant new tax base,
thereby increasing revenues to the City.
SHOPPING, ENTERTAINMENT & DINING ADDITIONAL VISITOR SERVICES
NEW TAX BASE
Objective No. 10 - Facilitate creation of both permanent and construction related jobs.
Objective No. 12 - Minimize, mitigate and monitor environmental impacts, promote energy conservation, and require LEED/Build it Green.
JOB CREATION ENVIRONMENTAL STEWARDSHIP
Objective No. 5 - Provide additional opportunity for
corporate and major employers to locate in Santa Clara
by creating attractive office complexes, located near new residences, retail options, transit and other desirable amenities.
CORPORATE AND LARGE
TECHNOLOGY EMPLOYERS
31 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
DEVELOPMENT FRAMEWORK
The physical framework for development of the site
in accordance with the more intensive Scheme A is
depicted in Exhibit 3-1: Illustrative Site Concept,
supplemented by a series of plan diagrams that
follow throughout this chapter, addressing: 1) land
use; 2) mobility; 3) open space: and 4) urban design.
Alternative plan layouts associated with Scheme
A Variant are presented in Chapter 4 (Parcel
Development Plans, Standards & Guidelines).
The illustrative and plan diagrams are consistent with
the level of development analyzed in the EIR based on
project goals and polices; however, they are conceptual and serve an illustrative purpose. Nonetheless, future
development of the site shall satisfy all applicable
development regulations as set forth in Chapter 4
(Parcel Development Plans, Standards & Guidelines)
of this document and the DAP and undergo the review
and approval process set forth in the “Development
Area Plans – Submittal and Approval Procedures” in
Appendix C.
DEVELOPMENT TYPOLOGIES
This chapter also identifies a number of development
typologies that are appropriate to the character of
CityPlace. These typologies further elucidate desired
qualities and describe essential components of the development framework to encompass: 1) land use designations; 2) street typologies; 3) open space typologies; and 4) building typologies.
Enhanced pedestrian streetscape
Green roof
Recycled water irrigation systems
32 EXHIBIT 3–1: ILLUSTRATIVE SITE CONCEPT*
* The retention pond area (while part of the legal parcel) is a City utility facility and not part of the development area or FAR calculations. 33 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
CONCEPT SUMMARY
Each of the five development parcels is assigned a
land use function suitable to its surrounding context
and absence or presence of underlying landfill condition, while achieving a complementary array of uses and activities that support the plan’s vision. Located
closest to transit and the stadium, the City Center will incorporate mixed-use development within a pedestrian-oriented setting. Adjacent to this core, attractive office campus environments will accommodate major
employers, further activated with support commercial
activities such as retail and hospitality uses.
Urban Mixed-Use: The expansive planning area will
support a broad mixture of complementary land uses,
suitable to a burgeoning urban center and employment
hub situated within an evolving suburban community.
Thus, a range of commercial activities and interests
is encouraged, especially general and corporate office, retail and entertainment, and hospitality uses in compatible formats that will serve the needs of residents, business and visitors alike. The addition of strategically located medium-to-high-density housing and open space will complete the live, work, play environment.
Collectively, these land use functions and their proposed intensities will achieve a critical mass of activity
3.2 LAND USE CONCEPT
sufficient to establish a local and regional destination.
Consistent with this urban mixed-use character, uses
that are incompatible with a pedestrian-oriented environment are discouraged. Complementary Development Parcels: Five separate
development parcels have been delineated, in part as
a result of the mounding and embankments created by
prior landfill operations, and the existing roadway network and heavy rail corridor. The suitability of various land uses for each parcel will be based on such factors as transit proximity, land use adjacencies, site accessibility, and market demand and phasing. The high mounding with steep soil embankments reduces the
developable site area and ease of accessibility of Parcels 1, which therefore will best accommodate office campus
development. On the other hand, Parcel 4 favors development as the intended mixed-use core; it features the shallowest embankments, the largest developable site
area, as well as the proximity to transit and popular
regional attractions, most notably the stadium, convention center, and amusement park. Parcel 2 may be developed in accordance with two variant scenarios, as
an office campus or a retail center.
Phased Build-Out: Construction is anticipated to proceed through a series of phases, it will commence with Parcels 4 and 5 as the mixed-use City Center, followed
by the office campuses. Total maximum building area
(excluding parking facilities) for all parcels under
Scheme A and Scheme B is 9,164,400 GSF; total maximum building area (excluding parking facilities) for all parcels under Scheme A Variant is 7,523,400 GSF. The
base entitlement assigned to each parcel is described
below, while the phasing strategy is elaborated upon in Chapter 2 (Implementation). Some phases are expected
to involve development of the entirety of a parcel (e.g., Phase 1 is expected to include all of, and only, Parcel 5), while others are expected to involve development of a portion of a parcel (e.g., the portions of City Center in Parcel 4 are expected to be developed in at least two phases.) Project phases may be developed in any order,
subject to the obligation to develop the City Center and provide the park access road within the time frames
established by the DDA.
The land use concept reinforces CityPlace’s
essential vision of a mixed-use, transitoriented development, offering a vibrant live, work, play environment. Accordingly, a
dynamic “City Center” featuring a broad array
of uses and activities will be complemented
by adjoining office campuses suitable for
corporate and high-tech occupants.
5.3.1-P5:
Implement a range of development densities and intensities within General Plan land use classification requirements to provide diversity, use land efficiently and meet population and employment growth.
5.3.2-P2:
Encourage higher-density residential development in transit and mixed-use areas and in other locations throughout the City where appropriate.
5.3.4-P2:
Encourage mixed-use development in proximity to employment centers and residential neighborhoods throughout the City.
5.3.1-P12:
Encourage convenient pedestrian connections within new
and existing developments.
Section 5.9:
“parks & recreation … are integral to maintaining a high quality of life and livability in the City, a Major Strategy of this General Plan. As such, the Goals and Policies in this section promote the provision of adequate parkland…”
Section 5.9.1:
“Parks, open space and recreation facilities are critical in satisfying the diverse outdoor needs of Santa Clara residents and visitors, improving the physical health of the community and providing opportunities for social interaction. Open spaces should offer options for all types of activities, from passive rest areas and trails for walking or jogging, to fields and recreational facilities for organized sports. Overall, parks are an essential contributor to qualify of life. As residential and employment populations increase and available land in the City becomes more limited, it will be essential for the City to actively seek additional park and open space.”
TABLE 3–1: LAND USE PLAN
CONSISTENCY W/ KEY GENERAL PLAN
SUSTAINABILITY POLICIES
34 EXHIBIT 3–2: SCHEME A - LAND USE AREAS*
* The retention pond area (while part of the legal parcel) is a City utility facility and not part of the development area or FAR calculations. ** For Scheme A Variant this parcel is designated as a retail center.
LEGEND
Land Use
Office Campus
City Center Mixed-Use
~~~~ City Center Northwest Office
City Park / City Utility Facility
Boundaries
t:::::'.".:'.".:'.".:] Site
C..:.-:"..:.-:".:.':·..:.:: Parcel
1" = 800'
o· 200· 400· 800' 1600'0
35 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
Land Use Flexibility: To provide market flexibility for development of the site, the project may be developed
under one of three alternative land use schemes. Under
Scheme A, Parcel 2 would feature an office campus.
Under Scheme B, Parcel 4 would include additional office space replacing all residential uses on that parcel, and Parcel 2 would feature an office campus including
anchor retail buildings and smaller standalone food
and beverage buildings. Under Scheme A Variant,
Parcel 2 would support a retail center. Additional
flexibility is achieved through a limited program of
development transfer across parcels.
LAND USE AREAS
CityPlace Santa Clara is designed around several
types of land use areas. The land use areas are depicted in Exhibits 3.2, and are described conceptually in this subsection. The specific uses permitted, conditionally permitted or prohibited on each parcel are set forth further below in the subsection “Permitted,
Conditionally Permitted and Prohibited Uses.”
For illustrative purposes, Exhibit 3-2. depicts the land use areas for Scheme A and B, with Scheme A Variant
covered by the footnote for Parcel 2.
Office Campus: This land use area is primarily intended for office use, allowing for limited commercial services such as retail, food and beverage, and hotel uses.
Office parcels are suited to various office typologies, but all can be situated in a campus-like environment
that incorporates ample open space, including shared
courtyards or greens. The Office Campus designation
applies to Parcels 1 as well as Parcel 2 Scheme A and
Scheme B.
Retail Center: This land use area is primarily intended for commercial retail use, designed as a community retail center that will include anchor tenants and in-line shopping. A mix of retail and food & beverage uses will be encouraged; office will be permitted as a secondary
use. The Retail Center designation applies only to
Parcel 2 Scheme A Variant.
City Center Mixed-Use: This land use area is intended for a wide variety and mix of commercial uses, including: retail sales and services; restaurants and
other food and beverage tenants; cinemas, theaters,
and other entertainment venues; hotels; and offices.
Medium to very high density, multi-family residential
is also a permitted use, and may be supported by passive and active recreatioal uses. A pedestrian-oriented, urban character is encouraged, including horizontal
and vertical mixture of uses as appropriate. The City
Center Mixed-Use designation applies to Parcels 4 and
5, excluding the northwest office portion of Parcel 4.
Parcel 4 City Center Northwest Office Zone: This land use area is intended for multiple office buildings situated in a manner that conforms to a walkable, city center environment. Limited commercial services are permitted, including retail, food and beverage, and hotel uses.
The City Center Northwest Office designation applies
to the northwest portion of the Parcel 4.
City Utility Facility: This land use area includes the
12.8-acre parcel used for a retention basin and storm
drain pump station, sewer pump station, and various
other public facilities located in the northern portion of Parcel 1.
City Park: Parcel 3 will accommodate a City Park
which will be programmed, designed, funded and
constructed by the City according to a timeline to be
determined by the City, with a funding contribution toward design and hard construction costs by the Master Developer in accordance with the DDA. The developer
will design and build the southern portion of Parcel 3
as a public park.
LAND USE DISTRIBUTION & INTENSITY
A “base entitlement” defines the total permissible
development on each of the five parcels (gross building area excluding parking), subject to the development
transfer provisions described at the end of this subsection. The entitlement and conceptual land use program applicable to each parcel are summarized below. Parcel 1 (49.6 acres): The base entitlement for this
parcel totals 1,440,000 GSF . Designated as Office
Campus, various office typologies can be incorporated. Limited office serving retail including food and beverage, and hotel (150 room maximum) are also
*PROGRAM SUMMARY:
1.06 M SF
5.4 M SF
1,680 Units
RETAIL
OFFICE
RESIDENTIAL
250,000 SF
700 Rooms
190,000 SF
FOOD & BEVERAGE
HOTEL
ENTERTAINMENT
* Accessory uses are not included but may be a part of future development. * Scheme A
36 permissible uses. The 12.8 acre retention pond area is reserved for City use and excluded from FAR calcula-
tions for this parcel.
Parcel 2 Scheme A (60.9 acres): Under Scheme A, the
base entitlement for this parcel totals 2,592,000 GSF.
Designated as Office Campus, the conceptual land use
program emphasizes corporate office buildings. Limited
office-serving retail including food and beverage, and
hotel (150 room maximum) are also permissible uses;
however, the combined area of commercial retail and
food and beverage is limited to 200,000 square feet.
Parcel 2 Scheme A Variant (60.9 acres): Under Scheme A Variant, the base entitlement for this parcel is 942,000 GSF. Designated as a Retail Center, the conceptual
land use program will support an array of commercial
retail types, including anchor stores, in-line shops,
entertainment establishments, food & beverage. Office
or a hotel (150 room maximum) is permissible as an
accessory use.
Parcel 2 Scheme
B (60.9 acres): Under Scheme B, Parcel
2 consists of approximately 1,960,000 GSF of predominantly office uses. In addition, this parcel includes anchor retail buildings and smaller standalone food/beverage buildings, totaling approximately 200,000 GSF.
The retail buildings may connect several of the anchor
retail buildings and be one or two stories. The total
base entitlement at Parcel 2 is approximately 2,160,000 GSF. Surface parking is available, with potential for
structured parking. A hotel (150 room maximum) is
permissible as an accessory use.
Parcel 3 (34.9 acres): City Park/City Center North Parkprogram to be determined by a separate City process.
The land use program for the City Center North Park
will be determined through the DAP process for the
project phase within which City Center North Park is
included. The land use program for City Park will be
determined though a subsequent City-led process.
Parcel 4 (86.6 acres): This parcel accommodates mixeduse development within two distinct zones: 1) the City Center Mixed-Use and 2) the Parcel 4 City Center
Northwest Office Zone. The base entitlement for the
City Center Mixed-Use zone totals 3,192,000 GSF, and
will support a broad mixture of commercial and urban
residential use. The base entitlement for the Parcel 4
Northwest Office zone is 1,066,400 GSF, of office use
Limited support retail including food and beverage,
and hotel (150 room maximum) are also permissible
uses within the Northwest Office zone.
Parcel 5 (8 acres): The base entitlement for this parcel totals 825,000 GSF. Designated as City Center MixedUse, the conceptual land use program includes office, residential and hotel uses. Street level frontages should support signature commercial uses. Flagship retail,
exhibition and showroom format “iconic buildings,” as
well as food and beverage are also permissible uses.
DEVELOPMENT TRANSFER
Notwithstanding SCCC Section 18.56.080(e), to provide flexibility to respond to changing market demands and ensure on-going feasibility through a multi-phase
development process, density transfers of floor area are allowed among Parcels 1, 2 and the Northwest Office por- tion of Parcel 4, and between City Center Parcels 4 and
5. The developer may elect to transfer up to 20 percent of the maximum allowed density of each of the individual
development parcels to one or more of the other development parcels. As a result, the total amount of development in these parcels could increase or decrease proportionately while not exceeding the maximum build-out for the entire project in each development scheme.
* All areas identified on pages 35 - 36 are gross parcel acreages. 37 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
10) Public facilities, including a transit facility and a fire station;
11) Incidental and accessory buildings and uses
supporting any permitted use, not to exceed 10% of
the maximum floor area for each parcel.
12) Public and/or private parks and open space.
OFFICE PARCELS - PARCELS 1 & 2 OFFICE
CAMPUS DEVELOPMENT
1) Professional office;
2) General office;
3) Incidental light manufacturing/research and
development.
4) Incidental restaurants;
5) Incidental retail;
6) Parking structures;
7) Hotel & Services;
8) Public facilities, including transit facilities and a fire station;
9) Incidental and accessory buildings and uses
supporting any permitted use, not to exceed 10% of
the maximum floor area for each parcel.
10) Public and/or private parks and open space.
OFFICE PARCELS - PARCEL 2
RETAIL DEVELOPMENT*
1) Retail, including appliances and bulk item sales;
2) Product showcase venues;
3) Professional office;
4) General office;
5) Hotels;
6) Personal services;
7) Entertainment, except for live music or dancing
that is not incidental live music or dancing;
8) Parking structures;
DEVELOPMENT PROGRAM
A conceptual land use plan and corresponding summary development program is presented in the Conceptual Land Use Plans: Exhibits 3-3 through 3-8
with the corresponding land development program
yield shown in Table 3-2: Summary Development
Yields.
PERMITTED, CONDITIONALLY
PERMITTED AND PROHIBITED USES
Notwithstanding SCCC Section 18.56.040 the following uses are permitted, conditionally permitted, or prohibited (as set forth below) under this Master
Community Plan, and are identified here geographically by project parcel number. Definitions of these uses are included in Appendix B to this MCP. The City
Council, through the Development Area Plan process,
may amend the allowable uses defined herein, so
long as the uses are consistent with the intent of the
Master Community Plan and applicable environmental clearance. Permitted Uses (identified by parcel): The following
uses are permitted:
CITY CENTER PARCELS 4 & 5 MIXED-USE
URBAN DEVELOPMENT
1) Retail, including product showcase venues;
2) Multi-family residential;
3) Restaurants, including bona fide public eating
places with incidental alcoholic beverage service;
4) Hotels;
5) Professional office;
6) General office:
7) Personal services;
8) Entertainment, except for live music or dancing
that is not incidental live music or dancing;
9) Parking structures;
38 9) Public facilities, such as transit facilities and a fire station;
10) Incidental and accessory buildings and uses
supporting any permitted use, not to exceed 10% of
the maximum floor area for each parcel.
11) Public and/or private parks and open space.
*Under Scheme A Variant, this will apply to the
entire parcel. Under the other schemes, this would
apply to a discrete portion of Parcel 2, not to exceed
200,000 square feet.
CITY PARK - PARCEL 3
1) Open space;
2) Active recreation;
3) Passive recreation;
4) Cultural uses;
5) Incidental and accessory buildings to support any
permitted use for Parcel 3.
Conditionally Permitted Uses: The following uses
are permitted on the condition that they apply for, are granted, and maintain; a use permit pursuant to the
Zoning Ordinance.
CONDITIONED USES
1) In the City Center (Parcels 4 and 5) or in Parcel
2 under the Scheme A variant: alcoholic beverage
service that is not incidental alcoholic beverage
service.
2) In the City Center (Parcels 4 and 5) or in Parcel 2
under the Scheme A variant: Live entertainment and
dancing, that is not incidental live music or dancing.
In the City Center (Parcels 4 and 5): incidental light
manufacturing/research and development.
3) In the City Center (Parcels 4 and 5): incidental
light manufacturing/research and development.
4) In Parcels 1 & 2 (except under the Parcel
A variant): light manufacturing/research
and development that is not incidental light
manufacturing/research and development.
5) In all parcels: other uses that, in the opinion of
the Planning Commission, are compatible with the
character and nature of the uses allowed under this
Master Community Plan.
Prohibited Uses: The following uses are incompatible
with the character and nature of the uses provided
and approved in this Master Community Plan, and are
prohibited on any Parcel (except as specifically noted).
PROHIBITED USES
1) Drive-through restaurants and services;
2) Auto repair and auto sales (except for product
showcase venues in Parcel 5) and service stations:
3) Appliances and bulk item sales (except for Parcel
2 under Scheme A Variant);
4) Industrial uses except Light Manufacturing/
Research and Development (to the extent allowed
above) and uses involving quantities of hazardous
materials that may have potentially significant
health consequences;
5) Wholesaling, warehousing and storage (indoor
and outdoor) operations;
6) Contractor’s yards and other similar uses;
39 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
EXHIBIT 3–3: SCHEME A - CONCEPTUAL LAND USE PLAN GROUND FLOOR* * Open space is documented on page 68. Accessory uses are not depicted but may be a part of future development on Parcels 1, 2, and 3. The retention pond area (while part of the legal parcel) is a City utility facility and not part of the development area or FAR calculations.
LEGEND
1" = 800'
DJ'
&D
ltoi l
E l rtniruneol
Offi
Park
o· 200· ;ioo· lB00"0
.
I
l
I
i
j
I
i
i
.
!
40 CONCEPTUAL LAND USE YIELD CHART
EXHIBIT 3–4: SCHEME A - CONCEPTUAL LAND USE PLAN PRIMARY USE/UPPER FLOORS* * Open space is documented on page 68. Accessory uses are not depicted but may be a part of future development on Parcels 1, 2, and 3. The retention pond area (while part of the legal parcel) is a City utility facility and not part of the development area or FAR calculations.
LEGEND
R,:,tnil A11ehor
H tnil utKl 1'' & .B
ii .. ■ 11 ~1 I
Erit<rrt fllnIDPJ'lt
orr--
Pnr"k
1" = 800'
800 1600'©
'f_ . · ~ . . I
i
j
i
.
I
I
l
I
.
41 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
PROJECT TOTALS 9,164,400
SITE AREA: FAR: 0.96
*PARCEL 2 - SCHEME A VARIANT
Building Type Floors Gross Area
Office
Office (2 Buildings, 30k-50k footprint) * 4~8 423,000
Retail
Anchors (2 buildings, 75-100K footprint) * 1~2 260,000
Retail * 1~2 259,000
TOTAL of PARCEL 2 942,000
SITE AREA: 60.9 Acres FAR: 0.35
*PARCEL 2 - SCHEME B
Building Type Floors Gross Area
Office
Office (7 Buildings, 30k-50k footprint) * 6~10 2,392,000 Retail
Retail * 1~2 200,000
TOTAL of PARCEL 2 2,592,000
SITE AREA: 60.9 Acres FAR: 0.96
*PARCEL 4 - SCHEME B
Building Type Floors Gross Area
Hotel
Hotel (825sf / key) * 8~17 298,000
Retail
Anchors (4 buildings, 20-60K footprint) * 1~3 330,000
F&B * 1 225,000
Retail * 1~2 670,000
Entertainment
Entertainment (3 buildings, 40-60K footprint) * 1~2 190,000 Office
Office (6-9 buildings, 25-40K footprint) * 3~17 2,546,400 TOTAL of PARCEL 4 4,259,400
SITE AREA: 86.6 Acres FAR: 1.13
PARKS & OPEN SPACE PROJECTIONS FOR PARCEL 3 PARK
Acres
Parcel 3 Parks (New Park + North Park) 35.0 acres
Other Parks (P4 East & West Parks, P1 & P2 Parks) 17.0 acres Slope Areas 24.7 acres
Concourse 9.6 acres
Retention Pond 10.2 acres
Transit Plaza 1.4 acres
Subtotal 97.9 acres
(Parks and Open Space account for > 40% of the project area) Private Open Space (mostly rooftop) 7.1 acres
TOTAL OPEN SPACE 105.0 acres*
240 Acres (less 10 acre retention basin)
*(not including a significant amount of area associated with landscape setbacks and interstitial space for the campus office buildings)
TABLE 3–2: SUMMARY DEVELOPMENT YIELDS PROJECT YIELDS (for other scheme options identified in the EIR) * Information provided for illustrative purposes and is not intended to limit possible configurations. ** Excluding 12.8 acre City use area at retention pond.
PARCEL 1 - SCHEME A
Building Type Floors Gross Area
Office
Office (5 Buildings, 30k-45k footprint) * 6~8 1,440,000 TOTAL of PARCEL 1 1,440,000
SITE AREA: FAR: 0.83 **
PARCEL 2 - SCHEME A
Building Type Floors Gross Area
Office
Office (7 Buildings, 30k-50k footprint) * 6~10 2,592,000 TOTAL of PARCEL 2 2,592,000
SITE AREA: 60.9 Acres FAR: 0.98
PARCEL 3 - SCHEME A
Building Type Floors Gross Area
Park Structures
City Park TBD TBD
TOTAL of PARCEL 3 0
SITE AREA: 34.9 Acres FAR: 0.00
PARCEL 4 - SCHEME A
Building Type Floors Gross Area
Residential
Residential (5 buildings, 20-30K footprint) * 3~17 1,480,000 Hotel
Hotel (825sf / key) * 8~17 298,000
Retail
Anchors (4 buildings, 20-60K footprint) * 1~3 330,000
F&B * 1 225,000
Retail * 1~2 670,000
Entertainment
Entertainment (3 buildings, 40-60K footprint) * 1~2 190,000 Office
Office (6-9 buildings, 25-40K footprint) * 3~17 1,066,400 *** TOTAL of PARCEL 4 4,259,400
SITE AREA: 86.6 Acres FAR: 1.13
PARCEL 5 - SCHEME A
Building Type Floors Gross Area
Residential
Residential (1 building, 18-20K footprint) * 10~17 200,000 Hotel
Hotel (750 sf / key) * 7~17 280,000
Retail
F&B * 1 25,000
Retail * 1~2 62,000
Office
Office (1 buildings, 25-30K footprint) * 11 306,000
TOTAL of PARCEL 5 873,000
SITE AREA: 8 Acres FAR: 2.52
PROJECT TOTALS 9,164,400
SITE AREA: FAR: 0.96
*PARCEL 2 - SCHEME A VARIANT
Building Type Floors Gross Area
Office
240 Acres (less 10 acre retention basin)
49.6 Acres (including 12.8 acre city use area)
*** Office area can increase if residential area is reduced (at a 1 for 1 ratio) up to an additional 320,000 SF.
MINIMUM AND MAXIMUM REQUIREMENTS
Minimum Requirements
CityPlace will include a minimum of 200 residential units. The 200 units may be placed anywhere in the City Center (Parcels 4 and 5), excluding the Parcel 4 NW Office area.
The Development and Disposition Agreement specifies additional minimum development requirements.
Maximum Requirements
Total Development: The maximum total amount of gross area of development allowed in CityPlace is 9,164,000 gross square feet. The maximum areas specified for each use and parcel below shall not be construed to allow more than a total of 9,164,000 gross square feet in CityPlace as a whole.
42 EXHIBIT 3–5: SCHEME A - VARIANT - CONCEPTUAL LAND USE PLAN GROUND FLOOR* * Open space is documented on page 68. Accessory uses are not depicted but may be a part of future development on Parcels 1, 2, and 3. The retention pond area (while part of the legal parcel) is a City utility facility and not part of the development area or FAR calculations.
LEGEND
1" = 800'
Hott1I
Lobbit1s
Qr
B
En1 rl inment
Offic,,,
800' 1600'0
43 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
CONCEPTUAL LAND USE YIELD CHART
EXHIBIT 3–6: SCHEME A - VARIANT - CONCEPTUAL LAND USE PLAN PRIMARY USE/UPPER FLOORS* * Open space is documented on page 68. Accessory uses are not depicted but may be a part of future development on Parcels 1, 2, and 3. The retention pond area (while part of the legal parcel) is a City utility facility and not part of the development area or FAR calculations.
.LEGEND
l{~.;itlenLia1
Rr>miJ A11chor
1C t uil und Y&B
'lir,1.el
E11Mrt ninmront
CIITlC<-'
Pnrlc
44 EXHIBIT 3–7: SCHEME B - CONCEPTUAL LAND USE PLAN GROUND FLOOR* * Open space is documented on page 68. Accessory uses are not depicted but may be a part of future development on Parcels 1, 2, and 3. The retention pond area (while part of the legal parcel) is a City utility facility and not part of the development area or FAR calculations.
LEGEND
1" = 800'
Rrtail A11chor
H tuil un<l 1'' & B
l-lr,1.el
El'lt"rt 11inm1>nt
OfrlC<'
Pnrlt
800 1600' (f)
45 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
CONCEPTUAL LAND USE YIELD CHART
EXHIBIT 3–8: SCHEME B - CONCEPTUAL LAND USE PLAN PRIMARY USE/UPPER FLOORS* * Open space is documented in Exhibit 3-23. Accessory uses are not depicted but may be a part of future development on Parcels 1, 2, and 3. The retention pond area (while part of the legal parcel) is a City utility facility and not part of the development area or FAR calculations.
.LEGEND
l{~.;itlenLia1
Rr>miJ A11chor
1C toil und 1" & B
~~~!!! 'lir,1.el : E11Mrt ninmront
CIITlC<-'
Pnrlc
BOO' 1600' 0
46 CITYPLACE PARKING SUPPLY RATIOS
This section is a summary of the findings provided in the EIR Transportation Impact Analysis. Parking supply
totals are not provided within this document, only ratios to be applied by use and development area with each
DAP. Parking supply rates are expressed in parking
ratios tied to specific land uses, which are intended to be utilized by the DAP process to determine parking supply for each development phase. The parking ratios expressed in this MCP reflect parking utilization rates prevalent at the time of this documents creation in 2016. To accommodate future patterns of parking utilization, parking supply in future DAP submittals beyond the initial phase can be provided at lesser intensity if approved by the City Council as part of a DAP application, at a rate up to 25 percent below the supply ratios specified in this document. In the event that the City Council approves such a reduction, the DAP shall not be eligible for a zoning administrator modification with respect to parking.
Parking at CityPlace will include both on-street and offstreet parking facilities. An assessment of the parking supply and demand has been completed to ensure that
sufficient parking is provided.
A set of parking supply rates have been developed and
are summarized in Table 3-3 below. These parking
supply rates are informed by the City Code parking
requirements for off-street parking, with adjustments for the shared use nature of a mixed-use development like
CityPlace.
For all of Parcels 1 and 2, parking would be provided in off-street parking facilities. For Parcels 4 and 5, on-street parking will also complement off street parking and be
provided along Avenues A, B, and C, First, Second and
Third streets, and Stars & Stripes Drive. The on-street parking will be for short term purposes only. Off-street parking facilities will be distributed across the parcels to ensure that parking supply is provided with close proximity to high demand locations, emphasizing convenience and accessibility. Off-street parking facilities must be designed to City standards and have sufficient on-street access to limit queuing. Off-street parking facilities shall implement a Parking Management/Wayfinding Program
that may include message reader boards, intelligent
parking management systems, etc. to improve parking
utilization rates.
Parking for the Parcel 3 City Park will initially be
accommodated by on-street parking (parallel & angled).
Once the City develops its plans for park uses, off street parking lots may be utilized, with parking ratios set by the City.
Land Use CityPlace Parking Supply Rate
Residential
Office
1.5 per unit
4.5 per 1,000 sq.ft.*
3.0 per 1,000 sq.ft.
Retail
Entertainment
Hotel
1.5 per 1,000 sq.ft.*
2.5 per 1,000 sq.ft.*
1.0 per room
Restaurants
*Additional parking spaces would be shared with adjacent land uses. * Reference Appendix 3.3 F Travel Demand Model Validation of the EIR for full parking analysis.
TABLE 3–3: CITYPLACE PARKING SUPPLY REQUIREMENTS
Residential Development: The maximum number of residential units allowed in CityPlace is 1,680 units (with a total area of no greater than 1,680,000 gross square feet), of which up to 200 units (with a total area of no greater than 200,000 gross square feet) may be placed in Parcel
5. Office: The maximum amount of office development
allowed in CityPlace is 6,684,400 gross square feet. The maximum areas specified for each parcel below shall
not be construed to allow more than a total of 6,684,000 gross square feet in CityPlace as a whole. Subject to
adjustment in accordance with the development transfer
provisions described above, the maximum amount of
office (incidental light manufacturing) allowed in each parcel is as follows:
1) The maximum amount of office (incidental light
manufacturing) in Parcel 1 is 1,440,000 gross square
feet;
2) The maximum amount of office (including
incidental light manufacturing) in Parcel 2 is
2,592,000 gross square feet;
3) The maximum amount of office in Parcel 4 is
2,546,400 gross square feet;
4) The maximum amount of office in Parcel 5 is
306,000 gross square feet.
Hotel: The maximum total amount of hotel
development allowed in CityPlace is 1,028,000 gross
square feet.
47 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
CONCEPT SUMMARY
The mobility concept will work in concert with the
land use concept to establish off-site connections,
provide suitable on-site access and circulation, and
support alternative modes of transportation. Ties to
local and regional circulation networks that address
multiple travel modes will be vital to the project’s
success. In particular, roadway improvements will be
required to properly serve the proposed land uses.
Multi-Modal Connections: Incorporate a well-connected system of internal routes and external links, including construction of major vehicular entrances and new full
service roadways (i.e., Complete Streets) throughout
the project site. Special attention will be given to ensure convenient pedestrian and bicycle connections to existing transit facilities and the provision of designated paths and trails. Street Network: The proposed on-site roadway network
and associated off-site improvements will reinforce
the hierarchical framework for design and operation
of the City’s streets as defined by the General Plan.
Major arterials will provide vehicular access to the
site, while proposed on-site roadways will be classified as minor arterials, collector streets, or local streets.
Additionally, to achieve a balanced circulation network, roadway improvements will incorporate opportunities
for travel by alternative modes, implementing Santa
Clara’s policy in support of full service streets. Exhibit 3-9: Street Network illustrates the street hierarchy for the site and surroundings, including the conceptual
depiction of on-site roadway alignments.
Full Service Streets: The General Plan encourages full service design for all public streets. Consistent with
this policy, on-site roadways will be designed to accommodate bicycles and pedestrians within their rights-of way, in particular, to ensure safe and comfortable
routes within and between the active mixed-use core
and the adjoining office campuses, as well as to secure safe links to nearby transit.
Trip Reduction: One of the main site constraints is
congestion on surrounding highways and major arterials during commute hours. However, there is limited opportunity for roadway expansion that boosts capacity. The project primarily addresses traffic congestion by promoting alternative modes of travel and integration of transportation demand management (TDM) measures. In addition to identified land use strategies, key design approaches will include full service streets, a “park once” strategy, and continuous bicycle and
pedestrian routes.
Street Names: The street names that are assigned are
working names for the purpose of this document; actual street names are yet to be determined.
VEHICULAR CIRCULATION
The project will rely on strategic improvements to access roadways and intersections outside of the project boundaries to facilitate vehicular access to the site.
On the other hand, on-site access to proposed land use
functions and parking facilities will be dependent on
construction of a new street network within the project boundaries. Roadways will be designed to handle
anticipated levels of vehicular traffic generation while
3.3 MOBILITY CONCEPT
The mobility concept will support CityPlace’s
proposed land use distribution and intensity,
and will reinforce the mixed-use, transitoriented concepts that are fundamental to the land use plan. It will ensure suitable on-site
circulation and identify necessary access
improvements. Multi-modal connections will
be emphasized to promote a high quality of
life and advance sustainability goals.
5.3.4-P13:
Encourage pedestrian linkages in mixed-use areas
through measures such as enhanced lighting, curb bulb-outs, mid-block pedestrian crossings, pedestrian “refuge” areas in planted medians and pedestrian-oriented building frontages.
5.3.4-P14:
Provide a network of streets and pedestrian connections in large mixed-use developments.
5.3.4-P15:
Maximize opportunities to connect streets, bicycle facilities and pedestrian pathways to improve accessibility between mixed-use development and surrounding neighborhoods, parks, open spaces, transit and public amenities. Provide clear signage, high visibility, adequate lighting and special paving to enhance pedestrian and bicycle facilities.
5.8.1-P1:
Create accessible transportation networks system to
meet the needs of all segments of the population, including youth, seniors, persons with disabilities and low-income households.
5.8.1-P2:
Link all City transportation networks, including pedestrian and bicycle circulation, to existing and planned regional networks.
5.8.2-P1:
Require that new and retrofitted roadways implement
“Full-Service Streets” standards, including minimal vehicular travel lane widths, pedestrian amenities, adequate sidewalks, street trees, bicycle facilities, transit facilities, lighting and signage where feasible.
5.8.4-P2:
Provide a system of pedestrian and bicycle friendly
facilities that supports the use of alternative travel modes and connects to activity centers as well as residential, office and mixeduse developments.
TABLE 3–4: MOBILITY PLAN
CONSISTENCY W/ KEY GENERAL PLAN
SUSTAINABILITY POLICIES
48 EXHIBIT 3–9: STREET NETWORK*
* The retention pond area (while part of the legal parcel) is a City utility facility and not part of the development area or FAR calculations.
LEGEND
1 = 800'
1B01)'©
49 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
accommodating multiple users. Exhibit 3-10: Street
Typologies provides street cross-sections depicting
typical configurations for each typology. However,
these sections are conceptual, and will necessarily be
refined as detailed design and engineering plans are
prepared; it is necessary that the circulation system
meet all applicable engineering criteria and public
safety standards.
Minor Arterial Spine: A minor arterial roadway will
serve as the backbone for on-site vehicular circulation, linking the marquee entrance at Great America Parkway with the raised urban interchange along
Lafayette Street. This roadway will directly feed the
collector and local streets serving Parcels 3 and 4, and will tie into Parcel 2 after crossing the urban interchange. The projected right-of-way measures approximately 102 feet, with a curb-to curb measurement of approximately 70 feet. These widths will accommodate
four vehicular travel lanes with a landscaped median
that will integrate left turn lanes as appropriate. There will also be sufficient room for bicycle lanes and sidewalks that will feature large street trees. Collector Streets: These streets typically will serve the periphery of each development parcel, channeling traffic from surrounding arterials to on-site parking facilities and local streets. Commensurate with anticipated levels of vehicular traffic, these roadways will provide two to four lanes. The projected right-of way will
measure 75 - 90 feet, with a curb-to-curb measurement
of 45 - 55 feet, depending on the number of travel lanes and the provision of on-street parallel parking, dedicated turn lanes, passenger drop-offs, bicycle lanes, and/or planted medians. For example, it may be preferred in
some locations to have fewer vehicular travel lanes in
favor of bicycle lanes, on-street parking, and wider sidewalks that will achieve full service streets especially appropriate for the City Center.
Local Streets: These will typically serve the interior of development parcels, and are therefore designed to
calm traffic and give pedestrians priority in terms of
scale and amenity. For example, local streets will normally provide two travel lanes, on-street parallel parking, and sidewalks. The projected right-of-way measures 60 - 96 feet, with a curb-to-curb measurement of 36 - 56 feet, while the use of curb extensions (i.e., bulb-outs) at intersections and mid-block crossings will be encouraged; additional width may be contemplated
for on-street angled parking. Local roadways will be
comprised of both public and private streets. Private
streets will be recommended where controlled access is
desired.
Public and Private Streets Infrastructure: Throughout each phase of the project, the Developer will construct all on-site improvements. At the completion of each
phase, some of the streets, public parks and infrastructure will revert to City control (see Exhibit 3-11:
Conceptual Public and Private Streets and Exhibit
3-21: Open Space Network for a conceptual illustration).
All other areas will be private facilities; responsibilities for maintenance and operations will be the Developer’s.
Preliminary designations for public and private streets have been incorporated into Exhibit 3-11. Note that the existing city streets, Centennial Boulevard and Stars
& Stripes Drive, will be re-built at a higher elevation and Stars & Stripes Drive will be repositioned northward from its current location. The final designation of the public and private streets will be incorporated into the Development Area Plans (DAPs).
Throughout the project, and particularly within the
City Center, a cohesive network of streets and urban
experience shall be maintained, whether the streets
are classified as public or private.
Much of the development will be served by private
streets. The protocols for private space utilization can be addressed in the project’s CC&Rs and may differ
from standards prevalent within City street rights-ofway. Traffic related standards should retain consistency, but private streets may utilize street signage and accommodate loading and truck maneuverings differently. Private streets may also be subject to occasional street closures for festivals, farmers markets, and other events without the City approval of a Special Permit
that would be required if proposed for a typical city
street’s right-of-way, in accordance with the paragraph below.
Temporary events and similar temporary outdoor uses
in the City Center (Parcels 4 & 5) shall not trigger
Collector Street
Local Street
Minor Arterial
50 3 Typical Collector Street City Center 4 Typical Local Street City Center 5 Typical Local Street Office Campus 1 Typical Minor Arterial
3 4 5
1 2
EXHIBIT 3–10: STREET TYPOLOGIES
2 Typical Collector Street Office Campus
0 0
0 0 0
V-1■ Shio.,.lllfl'K<l
u..l- I'll • l- S.ihatlr Sblp
t'flln'OI l':Kll Sldowail'.I ~obi•
Lan<• l'loolH ~po Sti!J, Sal!>lidl
51 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
EXHIBIT 3–11: PUBLIC AND PRIVATE STREETS*
* Plan is conceptual and subject to change. The retention pond area (while part of the legal parcel) is a City utility facility and not part of the development area or FAR calculations. This depiction of the public and private streets utilizes some of the access variants as shown in Exhibit 3-13 and reflects the classification of streets at the time of this MCP publication (2016).
LEGEND
•••••• ~
Public :Sh•e1d
Pri'l'UU, NI!.'\
rvi Rond I ~m rg ncy t\~~
..C:::,...
~
VTA Ligbl &ii
-- C!!pit.ol Coriidorl
Aluimonl Commuler 1~),'.,,res ·
hm1ruinrkl!!
~~_:7_:;:·_::--_:~ i.lc
L~::-..:. _____ i l~al'CP. I
, .. = 800'
(I• 200' ..ioo· 8t)(l' 1600" ©
~ :SOUTttllAYFRl:fWA'f
J ~ .
I
--· I
I • ._. •
I • / :.': ; :
I • la-•• ,. • = .l . , \ ~ :
I \ -- ·-C-- .. . • = l -'9~~ .. ~ .. -.. 'tj·-·--
i ' ·•-<;:2•
i f ~· •
t .
52 EXHIBIT 3–12: ACCESS CIRCULATION IMPROVEMENTS*
* The retention pond area (while part of the legal parcel) is a City utility facility and not part of the development area or FAR calculations.
LEGEND
__ _.) IX'8$ Road
•II• II.,,. Off-sit , Acee RQ id
llp iunp
0 0
Ri'>@nfir;tU~ rntl'fS_ .... - • ' "'•lOii
<: w lnt.er ·ticm
Urbtin lnl~tclJ.1.io •
:;;;;;; ::-"""'":~lnw1wo"'ron:v!!eiu1nll~e•n1tete ~ ridge iu] Brid
~ VT l..ivbl Rttil
• - "'• 11pitt1I ' riidor/
lt,amonl Coi:ridor
800'
xpr
1600'
I
;
l
i
fl j
1Drii,JI( _ _I tjt~ .,
1, ~
I •
' '
53 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
EXHIBIT 3–13: ACCESS VARIANTS*
* The retention pond area (while part of the legal parcel) is a City utility facility and not part of the development area or FAR calculations.
LEGEND
,'t.rc
•••· .~.,;..,;.Y.1rimm;
In · . ·tii: 1 .
R ronfigured ln1er-;;&t"lic1n
New fot.-1'~-.·tio,1
-
-:::::= Hier b 1p , •in nJ.
Pot,,1,tial Ilrirl g-.-
~
K;,,H 'l'r;msit
\7',\ l,1:rhL Rail
.. _ ... e11pit-0I C'on'ldnr/
• \JtUJiwll.l l\n:ridor Expl'l!S .
1" = 800'
54 EXHIBIT 3–14: ACCESS VARIANTS 2*
* The retention pond area (while part of the legal parcel) is a City utility facility and not part of the development area or FAR calculations.
LEGEND
1" = 800'
I
i
i
i
I
i
i
l
,
~---~---· Pkf7 .-- .. flt-!') ~ ..._ - ...
□
55 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
the requirement for a Special Permit under Chapter
18.60 of the Zoning Ordinance, as amended, unless
private or public streets are proposed to be closed in
a manner that is not approved in a DAP. Such events
and temporary outdoor uses must comply with all
applicable Building and Fire Code requirements, and
they must obtain any applicable Police Permits. Other
areas (Parcels 1 and 2) shall adhere to the Special
Permit process requirements under Chapter 18.60 of
the Zoning Ordinance, as amended, unless such event
plans are spelled out in an approved DAP. All applicable Building/Fire Code and Police Permit requirements will apply. Access Improvements: The project site is constrained
by limited frontage along major arterial streets,
which is compounded by the differential in elevation
between developable land area, the arterial roadways,
and the UPRR R.O.W. A series of improvements
will provide the requisite access from surrounding
arterials to the five development parcels, the extent of which are depicted in Exhibit 3-12: Access Circulation
Improvements. Most significant are: 1) a vehicular
access point at Great America Parkway that will serve
as the marquee entrance to the development; 2) connections to Lafayette Street that will require bridging over the Union Pacific rail line; and 3) connections
that will access the east bound lanes of Tasman Drive.
Variant access points are also being studied as illustrated in Exhibit 3-13: Access Variants and Exhibit 3-14: Access Variants 2. The scope of off-site roadway
and intersection improvements is addressed in greater
detail within Chapter 8 (Infrastructure Overview).
Fire Access: The current fire station location is at the intersection of Stars & Stripes Drive and the proposed
Avenue B. The fire station will be replaced or upgraded, either in its current position or elsewhere in the vicinity of the project site. A temporary fire station may be required during initial phases of the project. Two
possible relocation options are proposed, both situating the fire station along Great America Parkway. Details
regarding Fire Department access and coordination
with the City Fire Chief on emergency service requirements shall be provided with each DAP submittal or other documentation acceptable to the City associated
with each project phase. The following standard Santa
Clara Fire Department provisions are provided here
outlining typical fire department accommodations.
Any alternate accommodation will need to be approved
through coordination with the Fire Chief:
1) Fire apparatus access roadways throughout the
development shall be designed in accordance with
the requirements noted below, unless alternatives
are approved by the City’s Fire Prevention and
Hazardous Materials Division:
2) Unobstructed width of emergency apparatus
access roadways shall be 26 feet.
3) Parking on one side of emergency apparatus
access roadways is acceptable if the roadway is a
minimum of 32 feet or more in width.
4) Parking on two sides of emergency apparatus
access roadways is permitted for roadways 38 feet or
more in width.
5) The minimum inside turning radius for
emergency apparatus access roadways is 36 feet.
6) No portion of an exterior wall of a building and/or
structure shall be located more than 150 feet from
emergency apparatus access roadways as measured
by an approved route around the exterior of the
building and/or structure.
7) The minimum unobstructed vertical clearance
shall not be less than 13 feet 6 inches from the
surface of the traffic lanes.
8) Aerial apparatus access roads may require
additional vertical clearance.
9) The grade for emergency apparatus access
roadways shall not exceed 10 percent to facilitate
fire-ground operations.
10) Traffic calming devices shall not be installed on
public or private roadways, unless approved by the
Fire Prevention and Hazardous Materials Division.
PARKING STRATEGY
The proposed scale and intensity of development
will depend on a managed approach to parking. In
particular, each development parcel shall provide
parking sufficient to meet current and future generated demands and to serve its various land use functions. Reduced standards based on shared parking 56 EXHIBIT 3–15: POTENTIAL BUS CIRCULATION*
* The retention pond area (while part of the legal parcel) is a City utility facility and not part of the development area or FAR calculations.
LEGEND
...........
c=,
c::::::,
c::::::::,
Hu,s Bo,,t.,,.
Mumc1~I Bu. l~I"'
Munici ,.... ...... l n · u I , l ne ( Propo,;Pd)
~t,-ntial V.mployrr-OpP~ ;.,d
mnl.UWI' 'huLtl H.ouw
l'oten1lsl Cil,Yplsce lnl~mul
Shuttfo Rouw
AC.FJV J\. 'hut.Lie J3uis .tlouw
~
h11 t.oV
LIi .
llHle 1lt1 s SLA;Jp
,..-·-.. _, __ ·-, _·-
_ _ -
1" = soo·
o· 2-00· 400· 8()0' !BOO"(!)
I
;
l
i
j
I
;
i
.
.,
57 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
arrangements, TDM measures, and other applicable
parking strategies shall be implemented where appropriate. Parking and access generally shall be governed by the DAPs and the Master CC&Rs.
Important considerations informing parking accommodation strategies to be incorporated into the DAP’s:
“Park Once” Strategy: Park once is a strategy that
allows visitors, employees, and residents to leave their automobiles at a single location and then conveniently
access multiple on-site destinations. This concept is
essential to reducing vehicle trips and will be supported by convenient and comfortable pedestrian movement throughout the project; clear pedestrian links connecting parking facilities to the residential, commercial and office uses; and the ability to readily walk throughout the development. This approach will also favor strategically located parking structures, rather than sprawling surface lots.
Shared Parking: The mixture of uses within a development parcel may suggest non-conflicting and reduced parking demand that may be accommodated through
sharing of parking resources with a commensurate decrease in parking requirements. This is most applicable to the City Center with its combination of office, retail and residential space that are within easy walking
distance of one another. Parking facilities will be configured to facilitate utilization of shared parking to the extent possible.
Parking Facilities: To promote shared parking and
reinforce the park once strategy, structured parking
will be provided commensurate with development;
surface parking will be allowed for designated office
campus and retail center land uses and in conjunction
with early phases of development. Surface parking may
be utilized temporally during initial phases in anticipation of land use intensification at a later stage. Parking facilities will typically be distributed around the periphery of each development parcel, primarily accessed via the perimeter collector roadways to ensure that interior local streets remain pedestrian-oriented. Parcel 5 will utilize below podium parking (making use of the
existing topography and its positioning outside of the
landfill refuse area). The development may make use
of below podium parking for a portion of its parking, in a non-basement configuration at areas above landfill.
On-street parking will also be available along some
local streets, especially within the mixed-use core,
where it will help meet short-term parking needs and
serve ground level retail; however, on-street parking
shall not count toward meeting parking requirements.
Exhibit 3-17: Access & Parking depicts a conceptual
plan for the location of parking facilities.
Parking Management/Wayfinding Program: A parking
management/wayfinding program for publicly accessible parking spaces will be implemented where feasible to provide real-time information on parking availability and location.
NFL Event Days Parking: The developer will provide a
total of 3,000 parking spaces to the 49ers, limited to
NFL football games only, at Levi’s Stadium, estimated
to occur 10-12 days per year. The 3,000 spaces will be
provided in two formats: (i) 789 spaces located within
the southern end of the City Center mixed-use core;
and (ii) 2,211 spaces located throughout Parcel 4 and
future Office Parcels 1 & 2, with at least 50 percent
located in locations within the City Center project identified by the Developer. Non-NFL Event Days Parking: The developer and the
City will cooperate and manage the project site so that approximately three thousand (3,000) parking spaces
will be available to serve non-NFL events at the 49ers
Stadium. Concurrently with the first DAP application,
to be updated concurrently with each subsequent DAP
application, the developer and City will work cooperatively on preparing a Parking Management Plan that will show how Non-Event Parking may be accommodated on all City-owned property within the Project that has not been ground leased by the developer (City
retained property), and, if all of the Non-Event Parking Spaces cannot be accommodated on such City-retained
property (e.g. as future phases are ground leased
by the developer and the availability of City-owned
property is reduced), within the non-reserved retail or other parking developed for any Phases. The Parking
Management Plan will incorporate the following
underlying principles: (1) Non-Event Parking Spaces
will be prioritized on City-retained property; (2) The
City will take reasonable measures at its sole cost
and expense to locate the Non-Event Parking Spaces
58 EXHIBIT 3–16: FIRE STATION RELOCATION*
* The retention pond area (while part of the legal parcel) is a City utility facility and not part of the development area or FAR calculations.
LEGEND
U!lion
rban ]nierchan
Full lnu.,r ·uclion
lli,:hl in Right oul lnLer;,ecl iori
-c:::>=- YT~\ Li::ht ILtil
--- - npitAll Corridor/
Ali.ftmonl ( i,mmuler Expre.
800' 1B00'
Still:J[Jl"J I
Ion l I
I
i
--· I "\
_i '-·- ·
,
6" ----·-
~-
ti~ - ... ~, r.._~-----~
q
59 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
on City-retained property; and (3) Non-Event Parking
Spaces that are proposed on development parcels
that are subject to a ground lease will be available
on a first-come, first-serve basis within non-reserved
parking developed for the applicable phase and for the
period of time that permits attendance at a stadium
event.
ALTERNATIVE MODES
The project will take an integrated approach to
mobility planning that will encourage alternatives to
solo driving, which will be spelled out in a TDM plan.
Consistent with the General Plan’s policy that all new
projects include amenities that support alternative
travel modes, the intent will be to also make the project transit, bicycle and pedestrian friendly. This will be achieved through a network of on-site pedestrian
and bicycle paths with convenient off-site connections.
There will be a unique opportunity for CityPlace to
knit together existing/proposed regional bike paths for strengthening connections and improving the regional
bicycle network.
A partial list of relevant Traffic Demand Management
strategies follows:
Transit Service: Recognizing that much of the project site is located within a ten-minute walking radius of
one or more of the nearby transit stops, planned land
use intensities will maximize accessibility to existing transit facilities. In particular, the mixed-use core will place many complementary activities within convenient
walking distance of transit stops (i.e. existing bus and rail lines along Tasman Drive, internal shuttle etc.).
Support for transit will be further augmented by delivering multi-modal links to transit stops, encompassing both bicycle and pedestrian networks. The project’s
TDM program may also incorporate long-range private
commuter buses, van pools and/or shuttle service to
supplement public transit.
Bicycle Circulation: The existing bicycle circulation system will be extended onto the project site, with ties to the bicycle trails along San Tomas Aquino Creek
and the Guadalupe River, as well as to existing and
planned on-street bicycle lanes along Great America
Parkway, Lafayette Street and Tasman Drive. On-site
facilities will include shared use trails (i.e., “hike and bike”) along the landscape perimeter of development
parcels, as well as designated bicycle lanes or marked
routes along roadways. Lighting will be incorporated
with new pedestrian/bicycle trails and grade separated
street crossings will be implemented where feasible.
Exhibit 3-19: Bicycle Network depicts a conceptual
plan for the routing of bicycle facilities, including
connections to the existing and proposed City network.
Additionally, requirements for the provision of bicycle parking (i.e., storage lockers and racks) are specified in Chapter 4 (Parcel Development Plans, Standards
& Requirements); in general, these amenities shall be
placed at highly visible and accessible locations.
Pedestrian Circulation: A continuous network of pathways will facilitate pedestrian movement throughout the site, securing safe and convenient connections
between transit stops, parking facilities, building
entrances, and shared open spaces. Exhibit 3-20
Pedestrian Network depicts sidewalks that will be
incorporated along both sides of on-site roadways (both public and private), while off-street routes will include both shared perimeter trails and internal paths and
paseos. Recognizing the importance of streetscape
design to a high quality public realm that encourages
walking, streets throughout the development will offer
ample sidewalks, enhanced crosswalks, and a superior
level of pedestrian amenity, such as street furniture,
most generously within the mixed-use core.
Transportation Demand Management: The developer will prepare and implement a TDM Plan with an overall target of reducing project office-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 residential-generated daily traffic by a minimum of 2 percent and peak-hour traffic by a
minimum of 4 percent. The TDM Plan shall also include and implement TDM Best Management Practices (BMPs) for the retail uses. The TDM Plan will be designed to reduce the amount of vehicle traffic generated by CityPlace by shifting employees, customers, and residents from driving alone to using transit, carpooling, cycling, and walking modes through TDM measures,
60 EXHIBIT 3–17: ACCESS & PARKING*
* Further detail on service/refuse vehicle access will be included with DAP submission. The retention pond area (while part of the legal parcel) is a City utility facility and not part of the development area or FAR calculations.
LEGEND
@),-llr, ,\c •• ,. ••,; · ......__. -,~ ,rom '.\I • ....,.._.. , \<;;• 'l<l' Ii • lJJOI" .\rl •rfoJ rom On .. s· •••· • I {oJJd>
r:,rking .~) Stu,:--tur~•d n . , u .. - ,- 11rl..71lf!
,.,do,, l'odi s lllil Purk. , urfo(·<" l'a ,_. . mg
0 r .. ,n,,
II Str;,,,t p ... • 1
, arldn.[[
,1-:; otenLud p k ,.., l'1JS '\tll" ,
1 :_r wg EuiiilD .. ur L!l"OJ:I olf
IBO(i (l)
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;
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,. , ~
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' '
j
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I
j
• I
61 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
EXHIBIT 3–18: POTENTIAL ACTIVE TRANSPORTATION DIAGRAM
1. Bike Rental / Bike Storage / E-Bikes
2. Bicycle/Pedestrian Creek Trail
3. VTA LRT, Shuttle Services, Improved Muni Bus Service
4. ZIPCAR and/or Electric Charging Stations
5. Pedestrian Paths / Wide Sidewalks
62 EXHIBIT 3-18: POTENTIAL ACTIVE TRANSPORTATION DIAGRAM CONT.* * The retention pond area (while part of the legal parcel) is a City utility facility and not part of the development area or FAR calculations.
LEGEND
Existing Facilities
=== Existing Path
--- Existing Lane
--- Existing Route
Proposed Facilities
• - - Proposed Path (Shared)
■ • • • • Proposed Lane (Off Site)
• • • • • Proposed Lane (On Site)
• • • • • • • Proposed Route
Transit
=<==)=a VTA Light Rail
!DJ_..., Capitol Corridor/
Altamont Commuter Express
Boundaries
t:-.::-.::-.::-.:1 Site
L_ _ ____ __ .i Parcel
1" = 800'
o· 200· 400· 800' 1600' (l)
• '
,
.
, ., .... - -... ~ -
~~p
63 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
strategies, incentives, and policies. 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), which are
expected to be developed during the first three phases
of development, and then provides for more expansive
TDM measures that are appropriate for large corporate
office tenants in the remaining phases (such as shuttles). The following TDM measures will be considered for inclusion in the TDM Plan for some or all portions
of the 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:
1) 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;
2) In-building Support Facilities: showers and changing rooms, bicycle storage rooms and bicycle racks, and bicycle repair stands, cafes, and fitness centers;
3) Private shuttles for both long distance commute and
last-mile service from nearby public transit;
4) Ridesharing options for long distance commuters such as carpool and vanpool matching services;
5) Guaranteed ride home services for commuters who
carpool, take transit, or bicycle to work;
6) Financial incentives such as pre-tax benefits for transit and bicycle expenses (e.g., Commuter Check) or subsidized transit passes (e.g., Commuter Checks or VTA EcoPass) for all employees;
7) Additional support services for employees who use
transit or rideshare, such as flexible work hours;
8) A website and marketing program to disseminate
information on commute options;
9) A TDM information packet to be provided to all
new CityPlace employees upon commencement of work
at CityPlace and, the benefits of alternative commute
methods stressed during new employee orientation
programs;
10) Incentives for employees to live in locations well
served by transit or shuttles;
11) Bike share pods to enable trips on-site and to nearby destinations to be made by bicycle;
12) 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.;
13) Multi-passenger demand responsive ride services
for local employees that are competitive with drive alone including transportation network/ride-sharing services
such as Uber Pool, Lyft Line and Chariot on-demand and
crowd-sourced bus services, and
14) Yet-to-be developed new services, programs,
strategies and emerging technologies.
64 EXHIBIT 3–19: BICYCLE NETWORK*
* The retention pond area (while part of the legal parcel) is a City utility facility and not part of the development area or FAR calculations. !1:5j,.U1n: F;wiliHcs: 1-'m• elurenl IJ1:UJ10 ·cl html l!~1.·, pruvii.l~ thll folluwin' miaiw1tm bi~yd~• [m:il1l.i1.· ul Lhf> mH in nl t'H nN" or h , i::h vi~ i ble m~as:
.~~11 . \;
•,l{P.:'ochmhehlilO..OOl, F):lffi lackt'n' ·: ,b,k I.IHce.; • t'utnu\t-i:t:.ud (L2oo JU !:m: 60 ·k~l'!!S & :. lnkr· I.IUl"-'0- ~JNIICS!,
• Hok•I (~ 'li: 3:! k.cl:.<.!i
im: I •k<-1_ & I bilre,-,11'"100-
• I (..,;tdPl'lh11l f
··<'nmm 'f'T:111 (1,",ll!IJ 1 Sf): 67 lt.dri"l'!\ ~ :w hik "P.~ LEGEND
fa:i ;.tj u .. F:ic iljti e,
F.xi~tine Tiik<i Pnth
&i~1 ing Lum·
Prn,1. , erl Eacili ies , _ _,, .... ,.. ... J>rop~tl BUc1.• L'uLb {1:lt-JtJLudl OIP&KKIOGl l'roi,~e<l Bikti l'ulh (( l ht·r-o.)
•----- Pror,c,.sf'!d Hke Lane (01 I', ite
•••••••••••• Propo: P<l nu,,. L~JI" (Orh"'.,;
1"=800'
l'rop, t'tl 'n.ur ·d Hi.kt: Hol!h.•
Pol nlial Bik.- C£>nl 'r Lo<:,11tiu n.
Tra1udt
1/'l't\ Lj ghll{ IU
'it~Jjlol rrirlcir/
Altnmi nt <'nmmuli>l" fxp1· ;!,
lkrnmh_ri.c ·
ii
P,w('rl
o- 200' 4•JO' 800' 1600' (/)
■ I
I
i
i
i
~fflG •.~
11 00 · •' --- -- I I •' • · -
·~~:=~= 0
65 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
EXHIBIT 3–20: PEDESTRIAN NETWORK*
1. Major Pedestrian Linkage
2. Pedestrian Paseo
3. Wide Sidewalks
4. Bike Path
••••••
••••••••
66 * The retention pond area (while part of the legal parcel) is a City utility facility and not part of the development area or FAR calculations.
EXHIBIT 3-20: PEDESTRIAN NETWORK CONT.*
LEGEND
r Cjrcu'iatlon
•••••• dcslrinn Lln.kug •
---• Poov isittn l'~-o
Ex-i,;ling- idewnlk
?roposoo SiMw11lk
q..,-..,-,.,..,~
0 0
a
Biko l'uth
VoLe:!"ILinl Connection
Urban 1nlm·ch,m~~
Fu 11 J nt('l'!;;C'dio11
Right in Ri11:ht. out lnl.ur~clion
Tmnm
...,c:=:::,- V'ri\ Lil,-bl .Ra.ii
- - - Cupitol t~triru.l_r/
Mtamt1nl ornmuler Expre · ·
.Bound11ric"
·-' - ----.-: i~.e
,- ·- -- -- -~ Pa1.Wl
, ... =800'
800'
I
i
i
I
;
f #r
- ,-< , ..
_ ... ....... !
I
I '
67 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
CONCEPT SUMMARY
Distinctive, sustainable open spaces featuring a diversity of inviting and interesting outdoor environments will distinguish the development. This network of
open spaces will enhance the visual and experiential
quality of place and reinforce the project’s identity as a center of mixed-use pedestrian activity. It will also serve a functional role, accommodating the recreational needs and leisure activities of a multiplicity of users, while integrating green infrastructure to achieve sustainable site development. Chapter 6 (Landscape
Master Plan) will build on this open space framework,
and will elaborate on the landscape design and character of the project. Open Space Network: The development will incorporate
a network of specialized open spaces that will encompass: 1) streetscapes; 2) shared outdoor spaces; and 3) landscape zones. These open spaces will ensure continuity and connection between development parcels and adjacent land uses, offering a continuous sequence of
inviting pedestrian spaces, including shaded sidewalks
and paths, active and flexible plazas, improved open
spaces and restful campus greens. Accordingly, shared
outdoor spaces properly scaled to formal and informal
gatherings will be integrated into each development
parcel. Identified landscape zones will differ in generally covering larger expanses of land, often at the edges of the site, suitable for varied forms of recreation and broad swaths of naturalistic planting. Exhibit 3-21:
Open Space Network conceptually illustrates the distribution and hierarchy of open spaces across the site. Active Recreation Space: The project will include organized play areas, including, but not limited to, softball, baseball, and soccer fields, tennis, volleyball and basketball courts, fitness stations, jogging trails, bike paths, picnic areas and various forms of children’s play equipment.
Distinctive Landscape Setting: The open space concept will recognize the aesthetic value of the physical setting and its contribution to effective place-making. The objective will is form a lasting favorable impression
of the development by creating an appealing outdoor
setting, ranging in disposition from highly visible, naturalized landscape edges to heavily-peopled open-air spaces. Of necessity, a more structured urban physical setting will characterize the lively sidewalks and plazas of the mixed-use core, in contrast to a “looser” design for the contemplative environment that typifies
the office campuses. Nonetheless, appropriate transitions in character and common design elements will achieve an overall harmony; in particular, the physical setting will communicate the sustainable character of
the project, highlighted by a preference for native and adapted plant species.
Eco-Sensitive Landscape Design: Sustainability will
be central to the design and function of the open space network, in particular, through dependence on eco-sensitive physical settings that will be fully compatible with the site’s landfill protection systems. In particular, the overall physical setting concept will encourage best practices for water conservation, water quality,
and Low-Impact Development stormwater drainage
and management. Such practices will include reliance
on plant species adapted to the local climate, the use of
3.4 OPEN SPACE CONCEPT
The open space concept describes an
integrated network of shared outdoor spaces
and sustainable landscapes, highlighted by
active plazas, recreational areas, and campus
like greens linked through attractive and
coherent streetscapes. Collectively, these
elements will be essential to creating an
engaging public realm and will contribute to
CityPlace’s identity, functionality, sociability,
and visual appeal.
5.3.4-P12:
Prioritize pedestrian-oriented streetscape and building design in mixed-use development, including features such as wider sidewalks, street furniture, specialty planters, signage, public art, street trees, special paving materials, decorative awnings, enhanced entrances, colors, variety of materials and textures and distinctive building massing and articulation
5.5.2-P9:
Improve pedestrian amenities, including sidewalks and bicycle paths, to promote neighborhood compatibility.
5.9.1-P1:
Develop additional parkland in the City so that it is integrated into neighborhoods and meets the standards for size, amenities and location to serve residents and employees.
5.9.1-P2:
Develop new parks to serve the needs of the surrounding community based on the criteria defined on Table 5.9.1. (defines a neighborhood & a community park)
5.9.1-P5:
Encourage public visibility for all parks, trails and open spaces.
5.9.1-P17:
Foster site design for new development so that building height and massing do not overshadow new parks and plazas.
5.9.1-P18:
Promote recreation facilities in large-scale developments in order to meet a portion of the demand for parks generated by new development.
5.9.1-P20:
Promote the continuation of a parks per population ratio of 2.4 per 1,000 residents and explore the potential to increase the ratio to 3.0, based on the Parks and Recreation Needs Assessment (Parks Master Plan), referenced in Plan Prerequisite 5.1.1-P24.
5.9.1-P21:
Explore options for incorporating an outdoor theater within one of the City’s neighborhood parks.
TABLE 3–5: OPEN SPACE PLAN
CONSISTENCY W/ KEY GENERAL PLAN
SUSTAINABILITY POLICIES
68 EXHIBIT 3–21: OPEN SPACE NETWORK*
* Depictions of outdoor spaces and landscape zones are illustrative, particularly in parcels 1 through 3. The retention pond area (while part of the legal parcel) is a City utility facility and not part of the development area or FAR calculations.
LEGEND
-•■■•• lrMr. p
ternnl Strool cape
et p0
el
iey Ct'! tl'i.on Conrout"SC
lieP
y Park
m:pu
!CM•
'f'rnn it
-==>- V'rA Lighl Ru.ii
--- .. •· C 1111lol Corridor/
pnees
Alt11mo1\I C'.ommuh•l' E:rc-p1-a.
, .. = 800'
o• 200' 400' 800' 1eoa· ©
69 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
reclaimed water for irrigation, and the establishment of irrigation regimes that distinguish intensive lawns and gardens from extensive, low maintenance landscape
zones. Bio-retention measures such as swales and
green roofs shall be integrated to collect, clean, and
discharge rainwater where feasible. The landscape’s
capacity to reduce energy usage should also be exploited, utilizing street trees and potentially green roofs to minimize the heat island effect and reduce heat loads
on individual buildings. Chapter 9 (Sustainability
Master Plan) goes into greater detail about sustainable practices that are incorporated into the development.
People-Oriented Places: The development’s outdoor spaces will be designed to help meet social and recreational demands in a configuration with a mix of commercial
and pedestrian activity, placing user safety, comfort
and accessibility at a premium. Altogether, the open
space network will provide plentiful room and suitable
facilities for active and passive recreation and leisure, formal congregation, and informal social interaction.
Thus, a balance will be attained between active places
and passive spaces. The most dynamic, people-oriented
places will comfortably integrate site amenities and
furnishings, while accommodating temporary activities
and events, foremost of which are the City Center’s
plazas and use of public and private right-of-way.
Moreover, shared outdoor spaces will stress spatial enclosure and close interaction with adjoining buildings and uses.
RESIDENTIAL INDUCED REQUIREMENT FOR
DEDICATED PARK AND RECREATIONAL LAND
The Developer will meet the conditions of Santa Clara
City Code Chapter 17.35 through the implementation
of the following:
1) The Developer will construct and dedicate the park
and open space land areas as required by Chapter 17.35
of the City Code at the applicable ratio pursuant to the City’s standards. Any deficiency, consistent with Chapter
17.35, will be addressed by fees due in lieu of parkland; 2) The public neighborhood parks shall be operated and
maintained by the Developer;
3) CityPlace will also include Mini Parks (less than 1
acre) and the Developer shall operate and maintain
responsibility for these parks. Mini Parks will not be
credited toward the eligible land devoted to parkland
pursuant to SCCC Chapter 17.35;
4) The Developer shall maintain the sloped open space
areas and these areas shall not count toward the City’s parkland dedication requirement consistent with SCCC
Chapter 17.35;
5) The Developer shall construct, own and maintain
the private parks and private open spaces. Pursuant to
SCCC Chapter 17.35, the Developer may receive a maximum credit of fifty (50) percent of the value of the eligible land devoted to private parks and private open space that is eligible for credit. The calculation of qualified private open space shall not include features required by this MCP, i.e., yards, setbacks and decorative landscape areas, and
6) Per Chapter 17.35, at the time of project approval, the City shall make a final determination as to the land to be dedicated and/or fees to be paid by the Developer. Any in lieu fees imposed under Chapter 17.35 shall be due
and payable to the City prior to issuance of a building permit for each dwelling unit. In the event the Developer does not use a building permit for construction of a
dwelling unit, the City will refund the fee collected for that dwelling unit at the time of expiration of the building permit.
STREETSCAPES
Streets will be an integral part of the physical and
visual landscape, and enhanced streetscapes with distinctive native and drought tolerant landscape treatment minimizing water use and maintenance will be an important feature of the project. Landscaped
streetscapes will help establish the project’s identity, communicate the roadway hierarchy as illustrated in
Exhibit 3-10: Street Typologies, and offer a congenial
environment for walking and informal socializing.
Design strategies will be intended to support these
functions, with emphasis on the provision of wide
5.10.1-P11:
Require use of native plants and wildlife-compatible non-native plants, when feasible, for landscaping on City property.
5.10.4-P1:
Promote water conservation through development standards, building requirements, landscape design guidelines, education, compliance with the State Water Conservation Ordinance, and other applicable City-wide policies and programs.
5.10.4-P3:
Promote water conservation, recycled water use and sufficient water importation to ensure an adequate water supply.
5.9.1-G1:
Ample facilities for physical activities that promote community health.
5.9.1-G2:
Parks, trails, and open space located within a 10-minute walk to residential neighborhoods and employment centers.
5.9.1-G3:
New parks, open space, and recreation provided with new development so that existing facilities are not overburdened.
5.9.1-G4:
Park, trail and open space facilities that are accessible and provide connections to destination points and activity centers within the City.
TABLE 3-5 CONT’D: OPEN SPACE PLAN
CONSISTENCY W/KEY GENERAL PLAN
SUSTAINABILITY POLICIES
70 EXHIBIT 3–22: STREETSCAPE TYPOLOGIES
3 City Center Internal Streetscape 4 Campus Perimeter Streetscape 5 Campus Internal Streetscape 2 City Center Collector Streetscape
1 Gateway Streetscape
3 4
5 2
1 0 0 0
71 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
sidewalks, canopy street trees and other sidewalk
amenities such as street furniture. Street trees are
perhaps the most recognizable streetscape element; at
maturity, they will contribute to the visual coherence
and spatial definition of the street, serve as a traffic calming measure to reduce travel speeds, and provide
a comfortable sense of enclosure, shade, and element
of safety. Exhibit 3-22: Streetscape Typologies suggests the visual character of the project’s streetscapes.
Streetscape Amenities: Good street design prioritizes the physical safety, comfort and convenience of persons on
foot. In doing so, it also heightens the social vitality of the place and conveys the public character of its streets. Wide sidewalks will support pedestrian flows with streetscape amenities normally located along the edge of the curb as a physical and perceptual barrier between pedestrians
and vehicular traffic. Street trees, planting strips, and sidewalk furniture will be integrated throughout the
project; amenities such as pedestrian-scaled light fixtures, benches, planter boxes, and specialty paving will be most abundant where especially intense pedestrian activity is anticipated.
Corridor Streetscape: Arterial streets will exhibit a processional character that will enhance arrival to the project.
This will be particularly applicable to the project entrances from Great America Parkway and Tasman Drive; similar treatment is to be applied along UPRR Lafayette Street to the extent allowed by the presence of the rail line and other existing conditions. As entrance corridors, these roadways will incorporate planted medians, a broad planter strip adjacent to each curb, and relatively deep landscape setbacks. Recommended design elements will
include special gateway landscape treatment and large
shade trees that will provide spatial enclosure and establish a rhythmic procession. Bike lanes and wide sidewalks will be provided to support multi-modal movement. See
Table 6-1: Street Typology Matrix for all recommended
street dimensions.
City Center Collector Streetscape: Although important to vehicular circulation and parking access, the City Center location will require that these streets also serve pedestrians and bicyclists. Wide sidewalks with shady canopy trees will facilitate walkable connections throughout the City Center, while bicycle lanes, on-street parking and planted medians will be incorporated to ensure a balance between travel modes around the periphery of the development parcel. City Center Internal Streetscape: Characterized by the highest level of amenities, the City Center’s internal roadways will place emphasis on the pedestrian experience to create vibrant shopping streets. Wide sidewalks, consistent planting of leafy canopy trees, and street furniture placed at frequent intervals, as well as specialty sidewalk and crosswalk paving, will be among the critical design features. With the introduction of on-street parking, curb bulb-outs, and mid-block crossings, traffic calming will be another important facet of their design. These and
other amenities will be coupled with active storefronts to fashion an especially amenable setting for strolling, lingering, meeting, and conversing, as well as outdoor
dining. Additionally, street closures for special events may be permitted on private streets without City approval of a Special Permit per SCCC 18.60.030.
Campus Perimeter Streetscape: Although primarily
geared toward vehicular access and circulation, the
design character of these roadways nonetheless will reinforce the campus feel and support multiple modes of travel. In particular, they will incorporate wide planter strips, expanded sidewalks, and generous landscape
setbacks; plantings that mediate between a campus
setting and the proposed naturalistic planting along
landscape perimeters and embankments and will be
provided.
Campus Internal Streetscape: These streets will receive pedestrian priority and will include a high level of streetscape treatment with shade street trees, planter
strips and landscape setbacks reinforcing the campus
experience. On-street parking, enhanced crosswalks,
and other measures such as curb bulb-outs may be
incorporated to slow vehicular traffic.
Temporary Street Closures: The City Center Mixed-Use
district will contain three private streets: identified in this document as 1st Street, 2nd Street, and 3rd Street.
These streets all can have a dual function as open
space during special events through the use of temporary street closures and Special Permit approval. 72 SHARED OUTDOOR SPACES
Key to successful urban place-making, these shared
outdoor spaces will serve as a counterpart to the
streetscape environment, further enriching the
public realm by offering various places to congregate.
Comprised of plazas, greens, courtyards, and similar
spaces, they will be dimensioned to human occupation
and amenable to active or passive use, and therefore,
normally conceived as outdoor rooms. Exhibit 3-23:
Shared Outdoor Space Typologies portrays the visual
character of the project’s shared outdoor spaces. Boulevard: Located at the heart of the mixed-use core, the Boulevard will function as CityPlace’s primary outdoor gathering space, a focus of commercial activity and a stage for the civic life of the community that will support the retail, dining and entertainment role of the mixed-use core. This will be a multi-functional space suitable for informal social -
izing, as well as community gatherings, special events, and programmed activities. Therefore, a mostly paved surface that supports flexible use is recommended. Surrounding
uses are expected to consist of ground floor retail, dining and entertainment that will activate and further enliven the Boulevard.
City Center Pedestrian Concourse: A highly public
place and branch of intense activity, the pedestrian concourse will pass through the core of the City Center and will feed the Boulevard. As such, it will be characterized by a high level of design and amenity,
essential to a thriving open air shopping environment.
Design elements would include specialty paving, shade
features, and outdoor furniture, with accommodations
for outdoor dining.
Public Neighborhood Park Space: CityPlace’s develop
-
ment program will include the following parks and
open space program elements within the City Center
area (Phases 1-4) as illustrated in Exhibit 3-21: Open
Space Network:
1) City Center East Neighborhood Park A public
park along the east side of Parcel 4 that will include:
• A north-south multi-use trail (biking, jogging,
and walking) that incorporates side buffers and
amenities that could include landscaping, seating,
fitness areas, sports courts, gardens and/or an
extended transit station platform (should the train
station platform expand northward from its current
location). The trail will connect the transit station to the proposed east-west multi-use trail that connects
the Guadalupe River and San Tomas Creek trail
systems. The width of the multi-use trail and the
adjacent buffer areas shall be an average of 30 feet
wide.
• A level or terraced park area that could be
programed with sports courts, fitness and/or play
area such as a par course, and/or other active
recreational uses.
• The minimum area for this park shall be 1
acre, but the design goal is approximately 3 acres,
excluding sloped areas that are not usable, (i.e. not
usable for the proposed active recreational purposes).
2) City Center North Neighborhood Park
A public park along the north side of Parcel 4
(physically located on the south part of Parcel 3) that will include:
• An east-west multi-use trail (biking, jogging, and
walking) that includes side buffers and amenities
that could include landscaping, seating, fitness areas, sports courts, and gardens. This trail comprises a
segment of the proposed east-west multi-use trail
that connects the Guadalupe River and San Thomas
trail systems. The width of the multi-use trail and
the adjacent buffer shall average an average of 30
feet.
• A turfed fitness and/or play area such as a par
course, fitness steps, and/or other active recreational uses.
• The minimum area for this park shall be 1
acre, but the design goal is approximately 2 acres,
excluding sloped areas that are not usable, (i.e. not
usable for the proposed active recreational purposes)
3) City Center West Neighborhood Park A public
park along the west side of Parcel 4 that will include:
• A children’s play area including a physical play
structure(s) (type and design age specified at the
time of the DAP application).
• A family picnic area.
73 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
• An option for an outdoor gathering or performance
area.
• The minimum area for this park shall be one (1)
acre.
Campus Greens: One or more centrally located greens
will be associated with each development parcel that
has been designated as Office Campus. Framed by
office buildings, campus greens will provide a convenient place for workers to congregate or relax and may or may not be accessible for public use. Typically, these spaces will possess an intensive landscape character
that favors plantings over hardscape, and while a more
refined and cultivated appearance will be appropriate,
design concepts that maximize drought tolerant landscaping and minimize the lawn’s extent shall be considered. Outdoor eating/socializing areas and employee recreation areas may be incorporated.
Mixed-Use Courtyards: A series of well-defined, courtyards scaled to function as outdoor rooms will occupy the urban core. The degree of “publicness” will vary in accordance with the location and accessibility of each
space, largely depending on the nature of surrounding
buildings and uses, and whether the courtyard is located at-grade or at podium level. Plazas and Small Open Spaces: Comprised of an assortment of open spaces distributed throughout the development, these spaces will be secondary in function, less formal in purpose and more intimate in scale. Even so, they will maintain a public character, normally offering seating and shade; while they will tend to support passive use, in some instances, programmed activities such as outdoor performances, may still be accommodated.
City Park: Parcel 3 is reserved for a future city park.
The City of Santa Clara will develop a process for programming, designing, funding and construction of this park and associated amenities. The 25 acre mesa top
is sufficiently large for accommodation of a variety of active and/or passive park uses. The sloped areas surrounding the mesa top will serve as a physical buffer and may be best utilized for native habitat and passive uses like walking trails.
PRIVATE OPEN SPACE
Private open space can be provided with both residential and commercial developments (and may include rooftops), specific details are to be provided with the DAP submissions.
Residential: A limited amount of open space will be
dedicated to private spaces associated with the residential uses. Semi-private, communal space will be useful in addressing the social and recreational needs
of urban residents, and may include such amenities as
a swimming pool, Jacuzzi, barbecue area, children’s
tot lots / play areas, and other social, recreational
fitness, and leisure facilities. Courtyards and rooftop terraces will be the most likely configurations. Private open spaces devoted to Active Recreational Uses will
include a minimum of four of the following uses (actual program elements will be included in the DAP applications): (1) landscaped and furnished, park-like quiet areas; (2) recreational community gardens; (3) family
picnic areas; (4) game, fitness or sport court areas; (5) accessible swimming pool (minimum size 42’ x 75’)
with adjacent deck; (6) recreation center buildings and grounds.
Office: Depending on the office development typology, some office developments may require the security of
a closed campus, which would require that access to
interior courtyards would be restricted to authorized
employees and guests. In all cases public roads and
public bicycle/pedestrian connections between parcels
will be preserved.
LANDSCAPE ZONES
The large project site will afford opportunity for the
establishment of expansive, character defining landscape zones. Given the overall coverage of these zones, they will be called upon to address a multitude of open space objectives by contributing to a distinctive landscape setting, accommodating various active and passive recreational activities, extending the site’s green infrastructure, and communicating a commitment to
sustainability. Moreover, attention to water conservation in these zones will be imperative; this will be most noticeably and effectively accomplished through
74 EXHIBIT 3–23: SHARED OUTDOOR SPACE TYPOLOGIES
3 Public Park Space - Neighborhood Park 4 Public Park Space - City Park 5 Mixed-use Courtyards 6 Campus Greens 7 Plazas / Small Open Spaces 2 Pedestrian Concourse
1 Boulevard
5 3
4 6 7
2 1
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0 75 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
a heavy reliance on native, naturalized and drought
resistant plant species. Exhibit 3-24: Landscape Zone
Typologies is suggestive of the visual character of each of the project’s landscape zones.
Retention Basin: The land use concept will set aside as Public Facility / Open Space the approximately 13-acre
site located between SR-237 and elevated portion of
Parcel 1; the intent is for the City to maintain its use as a retention basin and pump station.
Perimeter Landscape: The soil embankments present
a unique design challenge, occupying undevelopable
property at the visible perimeters of development
parcels. Landscape treatments will emphasize an
attractive, naturalized edge that will minimize water
use and will transition to the surrounding environment. Landfill side slopes will remain landscaped to minimize erosion and promote stability. Plantings that
draw inspiration from native plant communities will
be especially encouraged, for example, establishing
zones of riparian, coastal prairie, coastal shrubland,
and coastal woodland species, depending on aspect,
elevation and context of the slope. Specifically, the
introduction of riparian plantings along the site’s
eastern boundary should interact with and enrich the
Guadalupe River habitat as well as the site’s western
boundary and relationship with San Tomas Aquino
Creek. These perimeters will also function as a recreational amenity, incorporating “hike and bike” paths and trails that will link into the broader trail network. Campus Landscape: Because project build-out largely
proposes parking structures rather than sizable surface lots, considerable land area is expected to be freed up in the long-term for landscape areas that augment
campus greens and further enhance the campus environment. The focus of these spaces will be on providing active and passive recreational use that primarily
serves office workers, for example, accommodating
sports courts and sports fields, as well as various
ornamental gardens. Therefore, a more cultivated appearance will be typical, utilizing native and adapted species as appropriate to harmonize with the perimeter
landscape.
Green Roofs: The introduction of green roofs on project buildings not only will provide a unique opportunity to extend the open space network, but also will promote
site sustainability as an integral component of the
project’s green infrastructure. Roofs of commercial/residential buildings and parking structures may support a variety of open space functions, balancing ecological, aesthetic and recreational benefits. Key opportunities
will include small-scale urban agriculture, community gardens, and aesthetically pleasing horticultural gardens. Incorporation of renewable energy photovoltaic systems may limit the extent of roofs available for landscaping. Space necessary for mechanical systems
and access requirements will also be limiting factors.
Among the ecological advantages of green roofs will be
a reduction in stormwater runoff through rainwater
harvesting, less heat absorption and reduced cooling
loads, and the filtering of pollutants.
76 EXHIBIT 3–24: LANDSCAPE ZONE TYPOLOGIES
1 Perimeter Landscape 2 Campus Landscape 3 Green Roof with Photovoltaics 3 2
1 77 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
CONCEPT SUMMARY
Working together with the land use, mobility and
open space concepts, the urban design concept will
establish a clear organizational structure that will
bind CityPlace to its surroundings, unify its disparate parts, create an urban core, and provide nodes of activity. In doing so, the project looks to create an identifiable character derived from the active, urban
character of its mixed-use core, as well as its function as a sustainable, pedestrian and transit-oriented
development.
Community Linkages: Project roadways, pathways,
and trails will build visual and physical linkages
both externally and internally. The desired external
connectivity will be achieved through various offsite circulation improvements and reinforced by the proposed active transportation network that supports
multi-modal movement. Internal connectivity will
largely be achieved through a gridded network of
pedestrian-friendly streets and a centrally located
pedestrian concourse within the City Center core.
Similarly, a network of local streets that readily accommodate pedestrian travel will be located internal to the office campuses, while various pedestrian access routes will link parcels.
Urban Character & Livability: The proposed mix of uses and walkability will be key aspects in establishing an
urban character and livability that will be most prominent in the City Center. More specifically, the density, human-scale and street orientation of buildings in the
core will be major contributing factors to CityPlace’s
urban appeal, activating its sidewalks and comfortably
framing its public spaces. Beyond the core, high quality outdoor spaces in the form of campus greens will create an attractive setting while also serving as important
nodes of activity for the surrounding offices.
Project Identity: A key component of successful placemaking will be to establish a clear project identity.
For CityPlace, this will be accomplished through a
variety of interrelated means, encompassing gateways
that mark major entrances to the project; a coordinated family of wayfinding signage and environmental graphics; a unified palette of streetscape amenities;
and a compelling landscape character. Additional features may include landmark buildings and civic art at strategic locations. These measures will be especially
applicable to the City Center core as a major destination, whereas the office campuses will have leeway to create individual characters within the context of the
overall project identity.
Site Sustainability: CityPlace will incorporate sustainable design as both an integral and emblematic part of the project. This will be achieved through sustainable site planning, landscape and building design that aims to maximize resource efficiency, promoting
economic vitality, and increasing the quality of life for the project’s visitors and occupants. Among the more
visible sustainable design measures will be the project’s transit and pedestrian-oriented site layout; green building practices such as natural ventilation, shading and daylighting; and eco-sensitive landscapes that will stress the use of native and adapted species.
3.5 URBAN DESIGN CONCEPT
The urban design concept will emphasize
community building and placemaking with
the intent of achieving a high design standard
throughout CityPlace. Community linkages,
urban character, livability and sustainability
will be key concepts that support the project’s
urban design and reinforce the overall
vision of creating a new center of activity
for Santa Clara and the region. With this in
mind, a successful project will be dependent
on realizing high quality site planning,
architectural and landscape design.
5.3.3-P4:
Promote community events, such as farmers’ markets and street festivals within the public right-of-way and on City-owned land, in order to support economic development, business retention, and healthy food options within the City.
5.3.4-P11:
Foster active, pedestrian-oriented uses at ground level, such as retail shops, offices, restaurants with outdoor seating, public plazas or residential units with front stoops, in mixed-use development.
5.8.4-P1:
Provide a comprehensive, integrated bicycle and pedestrian network that is accessible for all community members.
5.8.4-P5:
Design streets to include detached sidewalks with planting strips or wider, attached sidewalks with tree-wells to encourage pedestrian use and safety, as well as to remove barriers and increase accessibility.
5.8.4-P7:
Require new development to provide sidewalks, street trees and lighting on both sides of all streets in accordance with City standards, including new developments in employment areas.
5.9.1-P4:
Provide connections between private and public open space through publicly accessible trails and pathways and by orienting open spaces to public streets.
5.10.3-P2:
Encourage new development to incorporate sustainable building design, site planning and construction, including solar opportunities.
TABLE 3–6: URBAN DESIGN CONCEPT
CONSISTENCY W/ KEY GENERAL PLAN
SUSTAINABILITY POLICIES
78 EXHIBIT 3–25: URBAN DESIGN CONCEPT*
* Plan is illustrative and subject to change. The retention pond area (while part of the legal parcel) is a City utility facility and not part of the development area or FAR calculations.
LEGEND
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79 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
URBAN STRUCTURE
The urban structure of CityPlace may be described
according to the following components: 1) Gateways;
2) Linkages; 3) Districts; 4) Activity Nodes and Focal
Points; and 5) Edges. Collectively, these elements will organize the project to create a strong visual image,
focusing activity on the desired urban core; linking
the various parcels physically and visually to create
a unified whole; responding to the adjacent land use
context and built infrastructure; and working with
the existing landforms.
Gateways: Entrance into the project and its various districts will be marked through a series of gateways; these may be expressed through a combination of signage and art, special landscape and lighting treatment, and/or the orientation and massing of buildings. The main project gateways will be located 1) off Great America Parkway at CityPlace Parkway; 2) off Tasman Drive at Centennial Boulevard;
and 3) at the crossing of CityPlace Parkway and Lafayette Street. District-scale gateways will be recommended at
district entrances via collector streets.
Linkages: These will include important vehicular and
pedestrian routes that will connect gateways, activity
nodes and focal points, including Parks. The proposed
CityPlace Parkway and Lick Mill Boulevard are major
vehicular corridors that will be part of the arrival
sequence linking the various districts into a unified
whole; this will be communicated through streetscape
treatment that will include suitably scaled street trees.
Pedestrian priority streets will be identified internal to each district, receiving an appropriate level of streetscape amenity, including canopy shade trees,
lighting and outdoor furniture; within the City Center
core, these streets will form a tight gridded network.
Meanwhile, a major pedestrian spine will become the
central feature of the core, supporting the highest level of activity and pedestrian flows.
Districts: These will be defined by areas of like character, generally corresponding to parcel delineations and associated land use designations. The City Center Mixed-Use District will have the most urban character and support the most activity, incorporating a mix of uses that encompasses residential, retail, office and hospitality, and are knit together through a network of walkable streets. The City Center Northwest Office District will feature a more urban character than the Office Campus districts located outside of the core. The character of buildings, streetscapes, landscapes and signage will reinforce the character and identity of each district, mindful that each will contribute to the overall project identity.
Activity Nodes and Focal Points: Each district will
incorporate one or more activity nodes that will function as primary people gathering places and also will help to orient visitors. For the City Center Mixed-Use
District, this will be comprised of a series of focal
points along the pedestrian concourse, with the most
important node to be located midway along the pedestrian concourse at the heart of the district; here, the adjacent streets may be temporarily closed to support
major festivals and events. Within each office campus,
a central campus green may serve the function of an
activity node. Additionally, certain intersections may
also receive special treatment that reflects their relative importance, for example with enhanced pedestrian crossings. Edges: The landscape edges resulting from the landfill embankments are highly visible and will be important in communicating both the design quality and sustainability of the project. These will primarily rely on native and adapted vegetation to create a visually attractive boundary that requires a minimum of resource inputs, with suitable design transitions to
adjacent perimeter roadways and gateways.
MASSING / SPATIAL DEFINITION
CityPlace’s buildings will be oriented and massed to
reinforce the desired urban character and to establish
a positive relationship between buildings and outdoor
spaces; this will be key to activating the project’s
outdoor gathering spaces and to making walkable
streets. Particularly in the City Center core, building orientation and massing will establish a consistent
street wall along pedestrian priority streets and will
define the pedestrian concourse. Additionally, active
uses such as retail and food and beverage will be
placed along sidewalks and will line the edges of the
pedestrian concourse. Within each office campus,
buildings will be encouraged to frame and orient to
the internal campus greens, thereby creating a collegial atmosphere; other considerations in the placement of office buildings will include solar orientation, and views to and from the buildings.
Boulevard retail
Station looking north
80 Multi-story parking structures will be utilized exten- EXHIBIT 3–26: CITYPLACE - VIEW LOOKING NORTH sively thought the project. For the City Center portions of the project, parking structures should be predominately located at the edges of the pedestrian district with access from perimeter roads, so to divert auto
traffic away from pedestrian zones. Where parking
structures face pedestrian zones they should incorporate active edges, which may include Commercial Storefronts and/or Public Amenities that enliven
pedestrian experience.
81 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
OFFICE TYPOLOGIES
office campus anchor retail
class-A office in-line retail
office tower pad retail
creative office / office loft entertainment (cinema/theater)
BUILDING TYPOLOGIES RETAIL / ENTERTAINMENT TYPOLOGIES
The following imagery is suggestive of an appropriate visual character for the various building types that will comprise CityPlace, including: 1) Office
Typologies; 2) Retail / Entertainment Typologies; 3)
Hospitality Typologies 4) Residential Typologies; and
5) Parking Typologies. The guidelines associated with
each of these typologies are presented in Chapter 5
(Design Guidelines).
O,RD
82 full service hotel multi-family podium stand-alone magazine boutique hotel mid-rise multi-family stand-alone magazine (ground floor retail) wrapped podium
service apartments
high-rise multi-family (12 stories +/-)
HOSPITALITY TYPOLOGIES RESIDENTIAL TYPOLOGIES PARKING TYPOLOGIES 83 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
4 PARCEL DEVELOPMENT
PLANS, STANDARDS &
REQUIREMENTS
CHAPTER
84 Design standards are graphic and written
principles which are to be incorporated into
the design of each development block in the
project area. With appropriate flexibility, they
will aid in achieving a high level of design
excellence.
INTRODUCTION
CityPlace will be conceived as an Urban District. As
such, its development should best mimic the tendencies associated with urban growth, promoting both a diversity of building uses and expressions that are
characteristic of great urban environments, while
retaining unifying urban design characteristics that
hold the district together. To accomplish this, emphasis will be placed on promoting the diverse and specific needs of tenants and working to craft sub-districts of
synergistic uses, while working to retain the essence
of the overall urban design structure. In both the
diversity of creating sub districts of unique character and unity of common urban design, the overall image
of CityPlace will be supported.
For the City Center, the Block Development Guidelines
detailed in this chapter are intended to be used as
a tool for City staff to review DAPs. The Guidelines
identify planning concepts “in spirit” for the proposed block. Elements such as key frontages and entries,
setbacks, general street patterns, and servicing are
identified and will guide many valid approaches to
development of the block. Other more specific block
characteristics such as massing, general disposition
of land uses, etc. will evolve as the project design is implemented, and may deviate from the illustrated
block characteristics shown. Overall program, density
and urban character will be maintained within the
development of each parcel; however, specific pro-
gram elements may move from one block to another
to accommodate a variety of anticipated influencing
factors, including: Changes in use and density, and shifts in program between blocks; Regulatory requirements due to landfill conditions; Building typology flexibility; Key tenant leasing accommodations; Districting, retail mix and locational synergies; Shifting anchor tenant locations; and Redistributing upper floor residential uses or accommo -
dating variety in office typologies.
In such case, guidelines associated with the relocation of uses can be applied to the new locations as appropriate; however they shall be consistent with the MCP.
The Guidelines are not intended to inflexibly define
specific form and character requirements of the City
Center blocks through the life of the project.
Outside of City Center (for the Office Parcels 1, 2, and 4 Northwest) the Block Development Guidelines in
this chapter are an example of a typical campus office
layout found in many office developments in the vicin-
ity (typically a multi-tenant speculative development
approach). Elements such as key frontages, servic-
ing, and parking locations are identified and valid to
consider in any proposed block development scheme.
However, increasingly important to the current mar-
ketplace is the ability to flexibly accommodate new
working environment prototypes in response to tenant
and market needs. Other approaches might be proposed in the DAP submissions, including new building typologies and campus organizations that can better
accommodate a Build-to-Suit situation.
4.1 INTRODUCTION
85 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
PLANS & DESIGN OBJECTIVES
The goal of the standards is to promote a visually
cohesive, pedestrian-oriented, and economically viable
urban community. The standards promote a clear and
consistent process for parcel development. They do
not mandate specific architectural styles or building
materials. They do recognize the following:
Provide high quality development;
Promote a cohesive development pattern, while allowing variety in design and construction; Assist designers, City Staff, City Council, and developers in making consistent design choices that reinforce the vision;
Provide clarity to the design review and approval
process; and
Emphasize pedestrian connectivity through pathways,
quiet spaces, and vistas
Each development will be reviewed for compliance with the design standards, according to the Development Area Plan process outlined in Chapter 2
of this document.
DESIGN STANDARD ORGANIZATION
The sequence of future DAP submittals depend on
various factors. Therefore, the area addressed by
a DAP may correspond to multiple blocks or only a
portion of a block as depicted in this chapter. Each
block is identified on a key plan so the designer has
a logical starting point for design. The standards by
block identify allowable buildings, setbacks, active
frontages, parking access and other standards. In addition, the objective of the development of the block, its target program, and design objectives are provided in
text form. Required design objectives are accompanied
by the term “shall”, while design objectives that are
recommended are termed as “should” or “are encouraged”. Minimum standards use the term “acceptable” or “allowable” to describe minimum required development performance. The Standards associated with each development parcel outlined in this chapter shall
be considered as Requirements when applied to public
streets and understood as Recommendations when
applied to private streets, except private streets must comply standards related to fire, public safety and
sanitation. Public and private street designations are
depicted in Exhibit 3-11.
86 EXHIBIT 4–1: PARCEL & BLOCK KEY PLAN*
* The retention pond area (while part of the legal parcel) is a City utility facility and not part of the development area or FAR calculations. r
LEGEND
87 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
4.2 PARCEL 1: OFFICE CAMPUS NE
PARCEL DEVELOPMENT DESIGN GUIDELINES
Pedestrian Circulation: Sidewalks are required along
all public (City maintained) roads and recommended
along private roads (as illustrated in Exhibit 3-11:
Public and Private Streets and Exhibit 3-20: Pedestrian Network).
Bicycle Circulation: Dedicated bike lanes are required around the perimeter loop road. A shared bike route is
suggested within the primary road running through
the parcel.
Active Frontages: These are suggested within land uses other than parking structures along the interior roads.
Potential retail and food and beverage uses should
front the interior spine road.
Parking Access: Entries to parking shall only be located off of interior streets and not primary roads. Parking
can be either structured or in surface lots.
PARCEL CHARACTER
Parcel 1 will have high visibility from Highway
237 to the north, and has the potential to be
a signature office campus. It will have the
important function of anchoring the northeast
portion of the project, and may be developed
as either an open tenant office campus, a
secure office campus, or as a combination of
office campus types. An internal green space is
envisioned within the parcel, as well as green
buffers and trails surrounding the parcel.
Open Space & Amenities: A vehicular accessible passive recreation area is suggested in the center of the site, which should focus all the buildings around it within
the parcel. A kiosk structure or structures might be
provided within the central passive recreation area.
An ornamental garden could be located north of the
primary road. Active recreation spaces are also located within the parcel and should create connections to the
central passive space. Outside of the loop road, land is significantly sloped and can provide picturesque landscape that includes trails, native habitat, etc. Setbacks along the perimeter loop road shall be 20’
minimum from the curbline.
View Corridors: View corridors should be kept open at both ends of the primary road. In the case of separate
buildings, clear views should be maintained through
the lobby at ground level.
Concealed & Exposed Parking: Parking structures and / or lots shall be made visually attractive, either by landscaping, visual buffering, siting, artwork, or appropriate screening. Building Heights: Buildings should be moderate
height (roughly three to eight stories), however, to
accommodate a range of unique design solutions a
maximum building height of 219’ above mean sea level
(msl) is established consistent with Airport Land Use
Commission (ALUC) regulations. Final building mass
and height will be subject to City review and approval
through the Development Area Plan process.
Service Entries: These shall be located off secondary streets running perpendicular to the perimeter loop
road.
Trash and mechanical equipment shall be screened
from view along the public and private street
rights-of-way.
KEY
Potential Land Use Categories Include:
Retail/F&B
Hotel
This use may be considered in the form of
either standalone kiosk structures and/or
as an accessory use.
A potential business-oriented hotel may be
considered.
* The program, plan, and exploded axonometric view depict a potential configuration for illustrative purposes only. The actual program and layout may vary subject to City review and approval.
TABLE 4–1: PARCEL 1 PROGRAM*
Site Coverage:
• 35 percent maximum allowable coverage
(includes parking structures)
PARCEL 1
Primary Land Use Gross Area
Office
Office 1,440,000
TOTAL 1,440,000
AREA: 49.6 Acres FAR: 0.83
PARCEL 2
Primary Land Use Gross Area
Office
Office 2,592,000
TOTAL 2,592,000
AREA: 60.9 Acres FAR: 0.98
PARCEL 3
Primary Land Use Gross Area
Park
City Park TBD
TOTAL TBD
AREA: 34.9 Acres FAR: 0.00
BLOCK 4A
Primary Land Use Gross Area
Retail
F&B 10,000
Retail 35,000
Office
Office 770,000
TOTAL 815,000
AREA: 19.4 Acres FAR: 0.97
BLOCK 4B
Primary Land Use Units Gross Area
Residential
Residential 240 units 240,000
Retail
Anchors 86,000
F&B 5,500
Retail 10,500
Office
Office 150,000
TOTAL 492,000
AREA: 6.1 Acres FAR: 1.89
BLOCK 4C
Primary Land Use Units Gross Area
Residential
Residential 800 units 800,000
Retail
Anchors 60,000
F&B 20,000
Retail 58,000
TOTAL 938,000
AREA: 106 Acres FAR: 200
-
-
88 Office Buildings:
• Six to eight floors of office
shown, with footprint
ranging from 30-45K
Parking Structures:
• Parcel 1 will be selfparked in a combination of
structured and/or surface
parking
Ground Floor:
• Campus may be oriented along a central
green space
• Potential retail/food & beverage accessory
uses oriented along central green space
• Active frontages, main building entrances
facing inwards towards green space
* The program, plan, and exploded axonometric view depict a potential configuration for illustrative purposes only. The actual program and layout may vary subject to City review and approval. Accessory uses are not depicted but may replace portions of the elements in the illustrated plan.
EXHIBIT 4–2: PARCEL 1 GROUND FLOOR PLAN* EXHIBIT 4–3: PARCEL 1 EXPLODED AXONOMETRIC VIEW* ~ -
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89 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
4.3 PARCEL 2 (SCHEME A): OFFICE
CAMPUS SE
PARCEL CHARACTER
Anchoring the southeastern corner of the site,
the Scheme A version of Parcel 2 is envisioned
as either a signature open tenant office campus,
a secure office campus, or as a combination of
office campus types. There will be a green space
within the parcel. Office buildings will front the
green space, with major entries facing the green.
Access is provided from Lick Mill Boulevard,
CityPlace Parkway, 2nd Street, Lafayette Street or
via transit connections further south.
KEY
Potential Land Use Categories Include:
Retail/F&B
Hotel
This use may be considered in the form of
either standalone kiosk structures and/or
as an accessory use.
A potential business-oriented hotel may be
considered.
PARCEL DEVELOPMENT DESIGN GUIDELINES
Pedestrian Circulation: Sidewalks are required along
all public (City maintained) roads and recommended
along private roads (as illustrated in Exhibit 3-11:
Public and Private Streets and Exhibit 3-20: Pedestrian Network).
Bicycle Circulation: Dedicated bike lanes are required around the perimeter loop road. A shared bike route is
suggested along interior roads within the parcel.
Active Frontages: These are suggested within land uses other than parking structures that front the interior
open space. Potential retail and food & beverage uses
should also front the open space.
Parking Access: Entries to parking are located off secondary streets running perpendicular to the campus loop road. Parking may be either structured or located
in surface lots.
Open Space & Amenities: A multifunction recreation
area is identified in the center of the site, and will have the potential to focus all the buildings around it within the parcel. A kiosk or similar structure or structures
should be provided within the central recreation area,
supporting recreation or accommodating retail/food &
beverage as an accessory use. Outside of the loop road, land is significantly sloped and can provide a picturesque landscape that includes trails, native habitat, etc.
Setbacks along the perimeter loop road shall be 20’
minimum from the curbline.
View Corridors: View corridors should be kept open
at both ends of the primary open space. In the case of
separate buildings, clear views should be maintained
through the lobby at ground level.
Concealed & Exposed Parking: Parking structures and / or lots shall be made visually attractive, either by landscaping, visual buffering, siting, artwork, or appropriate screening. Building Heights: Buildings are expected to be moderate height (roughly three to ten stories), and “read” as a campus, however, to accommodate a range of unique
design solutions a maximum building height of 219’
above msl is established consistent with ALUC regulations. Final building mass and height will be subject to City review and approval through the Development
Area Plan process.
Service Entries: These shall be located off secondary streets running perpendicular to the campus loop road.
Trash and mechanical equipment shall be screened
from view along the public and private street
rights-of-way.
* The program, plan, and exploded axonometric view depict a potential configuration for illustrative purposes only. The actual program and layout may vary subject to City review and approval.
TABLE 4–2: PARCEL 2 PROGRAM*
Site Coverage:
• 35 percent maximum allowable coverage
(includes parking structures)
PARCEL 1
Primary Land Use Gross Area
Office
Office 1,440,000
TOTAL 1,440,000
AREA: 49.6 Acres FAR: 0.83
PARCEL 2
Primary Land Use Gross Area
Office
Office 2,592,000
TOTAL 2,592,000
AREA: 60.9 Acres FAR: 0.98
PARCEL 3
Primary Land Use Gross Area
Park
City Park TBD
TOTAL TBD
AREA: 34.9 Acres FAR: 0.00
BLOCK 4A
Primary Land Use Gross Area
Retail
F&B 10,000
Retail 35,000
Office
Office 770,000
TOTAL 815,000
AREA: 19.4 Acres FAR: 0.97
BLOCK 4B
Primary Land Use Units Gross Area
Residential
Residential 240 units 240,000
Retail
Anchors 86,000
F&B 5,500
Retail 10,500
Office
Office 150,000
TOTAL 492,000
AREA: 6.1 Acres FAR: 1.89
BLOCK 4C
Primary Land Use Units Gross Area
Residential
Residential 800 units 800,000
Retail
Anchors 60,000
F&B 20,000
Retail 58,000
TOTAL 938,000
AREA: 10.6 Acres FAR: 2.00
BLOCK 4D
Primary Land Use Units Gross Area
Residential
Residential 440 units 440,000
Hotel
Htl 300 k298000
-
-
90 Office Buildings:
• Six to ten floors of office
shown with footprint
ranging from 30-50K
Parking Structures:
• Parcel 2 will be selfparked in a combination of
structured and/or surface
parking
Ground Floor:
• Campus may be oriented
along a central green space
• Potential retail/food &
beverage accessory uses
oriented along green space
EXHIBIT 4–4: PARCEL 2 GROUND FLOOR PLAN* EXHIBIT 4–5: PARCEL 2 EXPLODED AXONOMETRIC VIEW* * The program, plan, and exploded axonometric view depict a potential configuration for illustrative purposes only. The actual program and layout may vary subject to City review and approval. Accessory uses are not depicted but may replace portions of the elements in the illustrated plan.
L __ _J -'
LEGEND LEGEND
91 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
4.4 PARCEL 2 (SCHEME A VARIANT):
RETAIL CENTER
PARCEL CHARACTER
The Scheme A Variant will be a retail-oriented
alternative to the office campus, and is
intended to serve as a surface parked retail
center with two large anchors and in-line
retail, food and beverage, and entertainment.
Access will remain similar to the office version
of the parcel.
KEY
Potential Land Use Categories Include:
PARCEL DEVELOPMENT DESIGN GUIDELINES
Pedestrian Circulation: Sidewalks are required along
all public (City maintained) roads and recommended
along private roads (as illustrated in Exhibit 3-11:
Public and Private Streets and Exhibit 3-20: Pedestrian Network).
Bicycle Circulation: Dedicated bike lanes are required around the perimeter loop road. A shared bike route is
suggested along interior roads within the parcel.
Active Frontages: These are suggested along primary
anchor and in-line retail entries, and along open spaces and retail/food & beverage kiosks.
Parking Access: Entries to parking are required to be located off secondary streets running perpendicular
to the loop road. Parking may be either structured or
located in surface lots.
Open Space & Amenities: Within the retail center,
provision should be made for small landscaped spaces
adjacent to active frontages. Outside of the loop road, land is significantly sloped and can provide picturesque landscape that includes trails, native habitat, etc.
Build-To Lines & Setbacks: Build-to lines are suggested along buildings that front open spaces. Setbacks from
secondary streets within the retail center shall be 15’ minimum from the curbline. Setbacks along the campus loop road shall be 20’ minimum from the curbline. View Corridors: Views should be kept open along the
western edge of the parcel, facing the City Center. In
the case of separate buildings, clear views should be
maintained through the lobby at ground level.
Concealed & Exposed Parking: Parking structures and / or lots shall be made visually attractive, either by landscaping, visual buffering, siting, artwork, or appropriate screening. Building Heights: Buildings are to be at the low heights expected for a retail center. In the case of an office
component, office buildings should be moderate height
(roughly four to eight stories), however, to accommodate a range of unique design solutions a maximum building
height of 219’ above msl is established consistent with ALUC regulations. Final building mass and height
will be subject to City review and approval through the Development Area Plan process.
Service Entries: These shall be located off of driveways running perpendicular to the campus loop road.
Servicing should take place at the back of the retail
center, as identified in the plan diagram.
Trash and mechanical equipment shall be screened
from view along the public and private street
rights-of-way.
Hotel
Entertainment
A potential business-oriented hotel may be
considered.
Entertainment uses, such as a cinema
multiplex, may be considered.
* The program, plan, and exploded axonometric view depict a potential configuration for illustrative purposes only. The actual program and layout may vary subject to City review and approval.
TABLE 4–3: PARCEL 2 (SCHEME A
VARIANT) PROGRAM*
Site Coverage:
• 35 percent maximum allowable coverage
Hotel 400 keys 280,000
Retail
F&B 9,000
Retail 30,000
TOTAL 319,000
AREA: 2.6 Acres FAR: 2.80
BLOCK 5C
Primary Land Use Units Gross Area
Residential
Residential 200 units 200,000
Retail
F&B 7,000
TOTAL 207,000
AREA: 2.7 Acres FAR: 1.70
*PARCEL 2 - SCHEME A VARIANT
Primary Land Use Gross Area
Office
Office 423,000
Retail
Anchors 260,000
Retail 259,000
TOTAL 942,000
AREA: 60.9 Acres FAR: 0.35
*PARCEL 2 - SCHEME B
Primary Land Use Gross Area
Retail
Retail 200,000
Office
Office 2,392,000
TOTAL 2,592,000
AREA: 60.9 Acres FAR: 0.96
-
-
92 Ground Floor:
• Retail center will be
organized around small
green spaces
• Two anchors shown
• Retail center should
be self-parked in a
combination of surface
and/or structured parking
Retail:
• One to three levels
of retail shown with
overall footprint
ranging from 173,000
to 519,000 SF
Office:
• Four to eight levels
of office shown with
footprints ranging
from 30,000 to
50,000 SF
EXHIBIT 4–6: PARCEL 2 (SCHEME A VARIANT) GROUND FLOOR
PLAN*
EXHIBIT 4–7: PARCEL 2 (SCHEME A VARIANT)
EXPLODED AXONOMETRIC VIEW*
* The program, plan, and exploded axonometric view depict a potential configuration for illustrative purposes only. The actual program and layout may vary subject to City review and approval. Accessory uses are not depicted but may replace portions of the elements in the illustrated plan.
I
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93 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
4.5 PARCEL 2 (SCHEME B): OFFICE
CAMPUS SE
PARCEL CHARACTER
Anchoring the southeastern corner of the site,
the Scheme B version of Parcel 2 is envisioned
as either a signature open tenant office campus,
a secure office campus, or as a combination
of office campus types. There will be a green
space within the parcel. The main difference
between this Scheme and Scheme A will be
retail buildings and smaller stand-alone food
and beverage buildings that will front the green
space, with major entries facing the green.
KEY
Potential Land Use Categories Include:
Hotel A potential business-oriented hotel may be
considered.
PARCEL DEVELOPMENT DESIGN GUIDELINES
Pedestrian Circulation: Sidewalks are required along
all public (City maintained) roads and recommended
along private roads (as illustrated in Exhibit 3-11:
Public and Private Streets and Exhibit 3-20: Pedestrian Network).
Bicycle Circulation: Dedicated bike lanes are required around the perimeter loop road. A shared bike route is
suggested along interior roads within the parcel.
Active Frontages: These are suggested within land uses other than parking structures that front the interior
open space. Retail and food & beverage uses should
also front the open space.
Parking Access: Entries to parking are located off secondary streets running perpendicular to the campus loop road. Parking may be either structured or located
in surface lots.
Open Space & Amenities: An accessible multifunction
recreation area is identified in the center of the site, and could focus all the buildings around it within
the parcel. A kiosk structure or structures might be
provided within the central recreation area to support
recreation or accommodate retail/food & beverage.
Outside of the loop road, land is significantly sloped
and can provide a picturesque landscape that includes
trails, native habitat, etc.
Build-To Lines & Setbacks: Build to lines are suggested to follow the interior open space and also along adjacent streets fronting open spaces. Setbacks along the perimeter loop road should be 20’ minimum from the
curbline.
View Corridors: View corridors should be kept open
at both ends of the primary open space. In the case of
separate buildings, clear views should be maintained
through the lobby at ground level.
Concealed & Exposed Parking: Parking structures and
/or lots shall be made visually attractive, either by
landscaping, visual buffering, siting, or appropriate
screening.
Building Heights: Buildings are expected to be moderate height (roughly two to nine stories), and “read” as a campus, however, to accommodate a range of unique
design solutions a maximum building height of 219’
above msl is established consistent with ALUC regulations. Final building mass and height will be subject to City review and approval through the Development
Area Plan process.
Service Entries: These shall be located off secondary streets running perpendicular to the campus loop road.
Trash and mechanical equipment shall be screened
from view along the public and private street
rights-of-way.
* The program, plan, and exploded axonometric view depict a potential configuration for illustrative purposes only. The actual program and layout may vary subject to City review and approval.
TABLE 4–4: PARCEL 2 (SCHEME B)
PROGRAM*
Site Coverage:
• 35 percent maximum allowable coverage
(includes parking structures)
Residential 200 units 200,000
Retail
F&B 7,000
TOTAL 207,000
AREA: 2.7 Acres FAR: 1.70
*PARCEL 2 - SCHEME A VARIANT
Primary Land Use Gross Area
Office
Office 423,000
Retail
Anchors 260,000
Retail 259,000
TOTAL 942,000
AREA: 60.9 Acres FAR: 0.35
*PARCEL 2 - SCHEME B
Primary Land Use Gross Area
Retail
Retail 200,000
Office
Office 2,392,000
TOTAL 2,592,000
AREA: 60.9 Acres FAR: 0.96
-
94 Office Buildings:
• Two to nine floors of office
shown with footprint
ranging from 25-35K
Parking Structures:
• Parcel 2 will be selfparked in a combination of
structured and/or surface
parking
Ground Floor:
• Campus may be oriented
along a central green space
• Retail/food & beverage
accessory uses oriented
along green space
EXHIBIT 4–8: PARCEL 2 (SCHEME B) GROUND FLOOR PLAN* EXHIBIT 4–9: PARCEL 2 (SCHEME B) EXPLODED AXONOMETRIC VIEW*
* The program, plan, and exploded axonometric view depict a potential configuration for illustrative purposes only. The actual program and layout may vary subject to City review and approval. Accessory uses are not depicted but may replace portions of the elements in the illustrated plan.
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95 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
PARCEL CHARACTER
Anchoring the northwestern portion of the
project and serving as the northern focus of the
City Center pedestrian concourse, this parcel
will accommodate a large city park. Its location
at the highest position within CityPlace will
create opportunities for vistas in all directions,
while also becoming the northern visual focus
for the City Center pedestrian concourse.
4.6 PARCEL 3: CITY PARK
KEY
PARCEL DEVELOPMENT
The City of Santa Clara, in consultation with the
Master Developer, will develop plans for park,
recreation, and open space uses on Parcel 3 that are
complementary to, and will not unreasonably interfere
with, the City Center development.
Additional CEQA evaluation may be required prior to
the development of the CityPlace Park if the City proposes park development that would: require significant structures; require any intrusion into the landfill refuse layer; or be designed to accommodate major events or activities generating significant levels of traffic.
MASTER DEVELOPER OBLIGATION TO
PROVIDE ACCESS TO PARCEL 3 PARK
Parcel 3 is currently accessible via an existing road
that extends from a low point at the southeast corner
of the parcel and traverses up the eastern landfill
embankment to reach the higher areas of this parcel
where it joins a cart path utilized by the golf course.
This road is primarily utilized by golf course maintenance vehicles and golf carts and does not meet the standards of a city street. A second access road
connects Parcel 3 to Great America Way by use of an
easement through and along the eastern edge of Santa
Clara Gateway’s parking lot. This easement is provided for maintenance/emergency access only. The Master Developer shall provide an access road
meeting City public street standards, in a manner that
provides useful access to the upper sections of the parcel from the City Center development. This road will be improved so as to accommodate two lanes of traffic and
also include street lighting consistent with the design of street lighting for the City Center development. A
turning circle shall be provided to redirect traffic back to the City Center. Any additional infrastructure and
park improvements for the City Place Park will be
carried out and funded by the City consistant with the
DDA.
The Master Developer may at its option regrade and
lower the contours of Parcel 3 prior to the handover of the parcel for park development. Surplus dirt is currently stockpiled on this parcel, which may be required as fill for other parcels of the project. Parcel 3 is currently serviced by a functioning landfill maintenance system that serves the site as presently configured
for public golf course use. If this system is disturbed by surplus dirt removal, it will be repaired by the
Master Developer. In such case, any disturbed portions of Parcel 3 would be rough graded by the Master Developer to a level pad.
* The plan, and section view depict a potential configuration for illustrative purposes only. The actual program and layout may vary subject to City review and approval.
** North Park program area will be confirmed through the DAP process. Anticipated size is 1 to 2.5 acres of active uses. Remainder of Parcel 3 will go to the City Park.
TABLE 4–5: PARCEL 3 PROGRAM*
Primary Land Use Gross Area
Office
Office 1,440,000
TOTAL 1,440,000
AREA: 49.6 Acres FAR: 0.83
PARCEL 2
Primary Land Use Gross Area
Office
Office 2,592,000
TOTAL 2,592,000
AREA: 60.9 Acres FAR: 0.98
PARCEL 3
Primary Land Use Gross Area
Park
City Park/North Park** TBD
TOTAL TBD
AREA: 34.9 Acres FAR: 0.00
BLOCK 4A
Primary Land Use Gross Area
Retail
F&B 10,000
Retail 35,000
Office
Office 770,000
TOTAL 815,000
AREA: 19.4 Acres FAR: 0.97
BLOCK 4B
Primary Land Use Units Gross Area
Residential
Residential 240 units 240,000
Retail
Anchors 86,000
F&B 5,500
Retail 10,500
Office
Office 150,000
TOTAL 492,000
AREA: 6.1 Acres FAR: 1.89
BLOCK 4C
Primary Land Use Units Gross Area
Residential
Residential 800 units 800,000
Retail
Anchors 60,000
F&B 20,000
Retail 58,000
TOTAL 938,000
AREA: 10.6 Acres FAR: 2.00
BLOCK 4D
Primary Land Use Units Gross Area
Residential
Residential 440 units 440,000
Hotel
Hotel 300 keys 298,000
Retail
96 Design Standards:
Lighting: Locate pedestrian scaled light fixtures at regular intervals along the sidewalk to match City Center.
Travel Lanes: Provide two travel lanes, one in each direction. Additional Standards: The development of City Park will be by the City.
Additional standards may be developed through the City’s process for programming and designing City Park.
EXHIBIT 4–10: PARCEL 3 SITE PLAN*
* The program, plan, and section view depict a potential configuration for illustrative purposes only. The actual program and layout may vary subject to City review and approval. Accessory uses are not depicted but may replace portions of the elements in the illustrated plan. 1 2
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•
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97 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
4.7 BLOCK 4A: CITY CENTER NW
OFFICE ZONE
BLOCK CHARACTER
As the gateway block at the northwestern
boundary of Parcel 4, the site is bounded by
Great America Parkway and CityPlace Parkway
as well as San Tomas Aquino Creek. It is
envisioned as either a signature open tenant
office campus, a secure office campus, or as
a combination of land uses. Block 4A buildings
will share a parking structure along the
western boundary of the block that will need
to be sensitively buffered.
KEY
Retail/F&B
Hotel
This use may be considered in the form of
either standalone kiosk structures and/or
as an accessory use.
A potential business-oriented hotel may be
considered.
Residential may be relocated to this block
from block 4D.
Potential Land Use Categories Include:
BLOCK DEVELOPMENT DESIGN GUIDELINES
Pedestrian Circulation: Sidewalks are required along all public (City maintained) roads and recommended along
private roads (as illustrated in Exhibit 3-11: Public and Private Streets and Exhibit 3-20: Pedestrian Network).
Bicycle Circulation: Dedicated bike lanes are required along Avenue A, and off street bike paths are required
along CityPlace Parkway and San Tomas Aquino Creek.
Active Frontages: These are suggested along Avenue A.
Potential retail and food & beverage uses should also
front Avenue A.
Parking Access: Entries to parking shall be located off secondary streets running perpendicular to CityPlace
Parkway and Avenue A. Parking may be either structured or located in surface lots. Open Space & Amenities: Small, distributed mini parks or landscaped areas or a large passive open space are
suggested for the center of the block. A kiosk structure or structures may be provided within these spaces. In
addition, linear open spaces or landscaped areas are suggested along CityPlace Parkway and Avenue A. A linear open space or buffering is recommended along the frontage of San Tomas Aquino Creek.
Public Park: This block includes a landscaped open space that may become a public park identified as West Park.
Depending of the amount of dedicated active park space
needed to support residential uses on adjacent uses, this park may accommodate an amphitheater and children’s
play space for various age groups. The minimum size for this park is one acre (to qualify as residential active open space).
Build-To Lines & Setbacks: Build to lines are suggested to follow the corner of CityPlace Parkway and Avenue A.
There shall be a 15’ minimum setback from the Avenue
A curbline, as well as a 20’ minimum setback from the
CityPlace Parkway curbline, and the block boundary fronting San Tomas Aquino Creek. Buffers: A 20’ landscape buffer shall be kept open along the western edge of the block, fronting San Tomas Aquino Creek.
Concealed & Exposed Parking: Parking structures and /or lots should be made visually attractive, either by landscaping, visual buffering, siting, artwork, or appropriate screening. Special design attention shall be given to
parking structure facade fronting the San Tomas Aquino
Creek.
Building Heights: Buildings are expected to be moderate height (roughly three to seven stories) and “read” as a campus, however, to accommodate a range of unique design solutions a maximum building height of 219’ above msl
is established consistent with ALUC regulations. Final
building mass and height will be subject to City review and approval through the Development Area Plan process.
Service Entries: These shall be located off secondary streets or driveways running perpendicular to CityPlace Parkway or Avenue A.
Trash and mechanical equipment shall be screened from view along the public and private street rights-of-way. * The program, plan, and exploded axonometric view depict a potential configuration for illustrative purposes only. The actual program and layout may vary subject to City review and approval.
TABLE 4–6: BLOCK 4A PROGRAM*
Site Coverage:
• 55 percent maximum allowable coverage
(includes parking structures)
PARCEL 2
Primary Land Use Gross Area
Office
Office 2,592,000
TOTAL 2,592,000
AREA: 60.9 Acres FAR: 0.98
PARCEL 3
Primary Land Use Gross Area
Park
City Park TBD
TOTAL TBD
AREA: 34.9 Acres FAR: 0.00
BLOCK 4A
Primary Land Use Gross Area
Retail
F&B 10,000
Retail 35,000
Office
Office 770,000
TOTAL 815,000
AREA: 19.4 Acres FAR: 0.97
BLOCK 4B
Primary Land Use Units Gross Area
Residential
Residential 240 units 240,000
Retail
Anchors 86,000
F&B 5,500
Retail 10,500
Office
Office 150,000
TOTAL 492,000
AREA: 6.1 Acres FAR: 1.89
BLOCK 4C
Primary Land Use Units Gross Area
Residential
Residential 800 units 800,000
Retail
Anchors 60,000
F&B 20,000
Retail 58,000
TOTAL 938,000
AREA: 10.6 Acres FAR: 2.00
BLOCK 4D
Primary Land Use Units Gross Area
Residential
Residential 440 units 440,000
Hotel
Hotel 300 keys 298,000
Retail
F&B 48,000
Retail 185,000
TOTAL 971,000
PARCEL AREA: 8.6 Acres FAR: 2.59
BLOCK 4E
Primary Land Use Gross Area
Retail
F&B 17,000
Retail 44,000
TOTAL 61,000
PARCEL AREA: 3.2 Acres FAR: 0.43
Residential
-
-
-
98 Office Buildings:
• Three to seven floors of
office shown with footprint
ranging from 35-45K
• Towers generally oriented
to Avenue A and CityPlace
Parkway
Option:
• One of the towers may be
utilized for multi-family
residential
Ground Floor:
• Active frontage, should be
located along Avenue A
and CityPlace Parkway
• Retail/food & beverage
accessory uses may be
located along Avenue A
Parking Structure:
• Parking structure fronting
San Tomas Aquino Creek
EXHIBIT 4–11: BLOCK 4A GROUND FLOOR PLAN* EXHIBIT 4–12: BLOCK 4A EXPLODED AXONOMETRIC VIEW* * The program, plan, and exploded axonometric view depict a potential configuration for illustrative purposes only. The actual program and layout may vary subject to City review and approval. Accessory uses are not depicted but may replace portions of the elements in the illustrated plan.
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99 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
4.8 BLOCK 4B: CITY CENTER WEST
BLOCK DEVELOPMENT DESIGN GUIDELINES
Block Composition: Bisected by 1st Street, block 4B
may be composed of a northern building (retail anchor), and a southern building (podium residential/office with ground floor retail).
Pedestrian Circulation: Sidewalks are required along
all public (City maintained) roads and recommended
along private roads (as illustrated in Exhibit 3-11:
Public and Private Streets and Exhibit 3-20: Pedestrian Network).
Bicycle Circulation: Dedicated bike lanes are required along Avenue A and 1st Street, and off street bike
paths are required along the San Tomas Aquino Creek
frontage. A bicycle parking/share facility is recommended within this block. Active Frontages: These are required along the majority of the 1st Street and Avenue A frontages. .
Parking Access: Parking will be provided internal to the block and may include an attached connection to the
City Parking structure to the south. Entries to the podium parking structure are recommended to be located off of Avenue A and 1st Street.
BLOCK CHARACTER
A dense mixed-use block that will act as a
western boundary of City Center abutting
the San Tomas Aquino Creek and Santa Clara
Convention center to the west, the City
parking structure to the south, and the core
of the City Center to the East. Residential
buildings will wrap the block and parking
structures.
Open Space & Amenities: A generous landscaped open
space buffer shall be located along the western edge
of the podium building, fronting San Tomas Aquino
Creek. The podium building, if developed as residential, should provide an amenity deck to its tenants. Build-To Lines & Setbacks: Build to lines are suggested to follow the Avenue A frontage of the retail anchor, as well as the corner of Avenue A and 1st Street. There
shall be a 15’ minimum setback from the Avenue A and
1st Street curblines, as well as a 20’ minimum setback
from the block boundary or the driveway curbline
fronting San Tomas Aquino Creek.
View Corridors: A view corridor should be kept open
along the western edge of the block, fronting San
Tomas Aquino Creek.
Concealed & Exposed Parking: The podium building
should conceal parking structures along its north and
east frontages. Parking shall be visually attractive, including landscaping, visual buffering, siting, artwork, or appropriate screening.
Building Heights: The northern anchor is expected to
be less than 80’ in height. The southern building is
expected to be at a moderate height to incorporate a
parking structure and wrapped residential/office buildings above, however, to accommodate a range of unique design solutions, a maximum building height of 219’
above msl is established consistent with ALUC regulations. Final building mass and height will be subject to City review and approval through the Development
Area Plan process.
Service Entries: Service entries for both buildings may be located perpendicular to 1st Street, as shown in
the plan. Servicing for the retail anchor may partially or entirely take place within the block 4A parking structure.
Trash and mechanical equipment shall be screened
from view along the public and private street
rights-of-way.
KEY
* The program, plan, and exploded axonometric view depict a potential configuration for illustrative purposes only. The actual program and layout may vary subject to City review and approval.
TABLE 4–7: BLOCK 4B PROGRAM*
Site Coverage:
• 75 percent maximum allowable coverage
(includes parking structure)
City Park TBD
TOTAL TBD
AREA: 34.9 Acres FAR: 0.00
BLOCK 4A
Primary Land Use Gross Area
Retail
F&B 10,000
Retail 35,000
Office
Office 770,000
TOTAL 815,000
AREA: 19.4 Acres FAR: 0.97
BLOCK 4B
Primary Land Use Units Gross Area
Residential
Residential 240 units 240,000
Retail
Anchors 86,000
F&B 5,500
Retail 10,500
Office
Office 150,000
TOTAL 492,000
AREA: 6.1 Acres FAR: 1.89
BLOCK 4C
Primary Land Use Units Gross Area
Residential
Residential 800 units 800,000
Retail
Anchors 60,000
F&B 20,000
Retail 58,000
TOTAL 938,000
AREA: 10.6 Acres FAR: 2.00
BLOCK 4D
Primary Land Use Units Gross Area
Residential
Residential 440 units 440,000
Hotel
Hotel 300 keys 298,000
Retail
F&B 48,000
Retail 185,000
TOTAL 971,000
PARCEL AREA: 8.6 Acres FAR: 2.59
BLOCK 4E
Primary Land Use Gross Area
Retail
F&B 17,000
Retail 44,000
TOTAL 61,000
PARCEL AREA: 3.2 Acres FAR: 0.43
BLOCK 4F
Primary Land Use Gross Area
Retail
F&B 99,500
Retail 301,500
Entertainment
Entertainment 190,000
Office
Office 146,000
TOTAL 737000
100
Tower Levels:
• Six floors of double loaded
residential/office shown
• North and South towers
shown
• Shared amenity deck
located above parking
structure
Podium Levels:
• Four floors of wrapped
single loaded residential/
office shown
• Four levels of podium
parking shown
Ground Floor:
• Active frontage along Avenue A
and 1st Street
• Retail and food & beverage at
corner
• Two separate residential lobbies
• Two floors of parking; ingress and
egress provided on Avenue A and
1st Street
Retail Anchor:
• Three floors shown
• Servicing provided in rear of
building
• Active ground floor frontage along
Avenue A
EXHIBIT 4–13: BLOCK 4B GROUND FLOOR PLAN* EXHIBIT 4–14: BLOCK 4B EXPLODED AXONOMETRIC VIEW* * The program, plan, and exploded axonometric view depict a potential configuration for illustrative purposes only. The actual program and layout may vary subject to City review and approval. Accessory uses are not depicted but may replace portions of the elements in the illustrated plan.
LEGEND
--------~ ~----~I, ~ r lb
r __ ;
\ I- ! 20·. -
~"t
1,\
I
'
'
1\dh• , ,~mli11:'• (primllQ')
~lJW ~l'Oll lll~ { 11dary)
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l'I lrncb. .r'rcnn l'w·I,
L.u.ath.mJR-d Open 'put'l'
llulTn Lami:-~p
P1wkini A~""- ;i
·l'tvic,· ,\c~L""
II
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t---·' Brnluln~ ..4,11,t,y EnlJ mce
Roo n,..ck Op,..n ,'pal"f'
P11rki "I!! ' '1Jl'1 1,1 F. ·i;o m·,•
111 •l"l"n !1.1 l'odiu.m Loc-ulion :::===:! C'ornE11' F,.cu~ t.'.".:'.".::-_::-~J Siti,
L-·-·-· ,i l:lloc-k.
LEG ND
}A11nd Ut!I:'
H...-,LJ••nl I ii I
FIN n iJ An1•h ~
Re~AI I
Food & HtWN"~• r &Ill
:11 rucluniJ 1111·krn~ I S rv100
Offit't'
Op1m- 1,;:1ce
L,r.ndi.cu;J:K.J UJ.M!D ·pu~t•
Arrr uni1 f l.>i.•~k
101 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
4.9 BLOCK 4C: DESIGN DISTRICT
BLOCK DEVELOPMENT DESIGN GUIDELINES
Block Composition: The block is intended to be divided into east and west sides, anchored in the center by a
retail anchor and a central open space.
Pedestrian Circulation: Sidewalks are required along
all public (City maintained) roads and recommended
along private roads (as illustrated in Exhibit 3-11:
Public and Private Streets and Exhibit 3-20: Pedestrian Network).
Bicycle Circulation: Dedicated bike lanes are required along Avenue A and CityPlace Parkway and bike routes
are required along 3rd Street and Avenue B.
Active Frontages: These are required along the majority of 3rd Street, Avenue A, and Avenue B frontages, as
well as within the paseo spaces and the anchor forecourt. Frontages are expected to be most intensively active along the promenade and along 3rd Street.
Parking Access: Parking access shall be provided
primarily along CityPlace Parkway, though access to
parking may be provided along Avenue A and Avenue
B.
BLOCK CHARACTER
Acting as the northern terminus to the primary
north/south commercial axis through the City
Center, this block will accommodate a variety
of mixed-use including an anchor retailer,
ground floor active uses fronting all major
streets, and upper story offices and residential
towers filling out the perimeter of the block.
Open Space & Amenities: A network of outdoor spaces
organizes the internal block with one primary forecourt and two secondary courtyards interconnected with active pedestrian passages. An open space buffer
is recommended along CityPlace Parkway. If developed
as residential, both podium buildings should provide
an amenity deck to its tenants.
Build-To Lines & Setbacks: Build-to lines are suggested to follow the shape of the retail anchor forecourt. There shall be a 15’ minimum setback from the Avenue A and
Avenue B curblines, and an 18’ minimum setback from
the 3rd Street curbline. A 20’ minimum setback from
the CityPlace Parkway curbline is also required.
View Corridors: A view corridor should be oriented
north/south, terminating at the retail anchor.
Concealed & Exposed Parking: The podium building
should conceal parking structures along its south,
east, and west frontages. Measures to conceal parking
shall be visually attractive, and may include landscaping, visual buffering, siting, artwork, or appropriate screening.
Building Heights: Podium buildings are expected to be at a moderate height and should incorporate a parking
structure with residential or office buildings above,
however, to accommodate a range of unique design
solutions a maximum building height of 219’ above
msl is established consistent with ALUC regulations.
Retail/food & beverage buildings should be of low
height, not to exceed two to three stories, and should
consider active retail uses on ground and possibly
upper levels. Final building mass and height will
be subject to City review and approval through the
Development Area Plan process.
Service Entries: Should be located along CityPlace
Parkway, as shown in the plan diagram.
Trash and mechanical equipment shall be screened
from view along the public and private street
KEY rights-of-way.
* The program, plan, and exploded axonometric view depict a potential configuration for illustrative purposes only. The actual program and layout may vary subject to City review and approval.
TABLE 4–8: BLOCK 4C PROGRAM*
Site Coverage:
• 60 percent maximum allowable coverage
(includes parking structures)
AREA: 19.4 Acres FAR: 0.97
BLOCK 4B
Primary Land Use Units Gross Area
Residential
Residential 240 units 240,000
Retail
Anchors 86,000
F&B 5,500
Retail 10,500
Office
Office 150,000
TOTAL 492,000
AREA: 6.1 Acres FAR: 1.89
BLOCK 4C
Primary Land Use Units Gross Area
Residential
Residential 800 units 800,000
Retail
Anchors 60,000
F&B 20,000
Retail 58,000
TOTAL 938,000
AREA: 10.6 Acres FAR: 2.00
BLOCK 4D
Primary Land Use Units Gross Area
Residential
Residential 440 units 440,000
Hotel
Hotel 300 keys 298,000
Retail
F&B 48,000
Retail 185,000
TOTAL 971,000
PARCEL AREA: 8.6 Acres FAR: 2.59
BLOCK 4E
Primary Land Use Gross Area
Retail
F&B 17,000
Retail 44,000
TOTAL 61,000
PARCEL AREA: 3.2 Acres FAR: 0.43
BLOCK 4F
Primary Land Use Gross Area
Retail
F&B 99,500
Retail 301,500
Entertainment
Entertainment 190,000
Office
Office 146,000
TOTAL 737,000
AREA: 11.5 Acres FAR: 1.45
BLOCK 4G
Primary Land Use Gross Area
Retail
Retail Anchor 34,000
Retail 24,000
TOTAL 58,000
AREA: 5.3 Acres FAR: 0.17
BLOCK 4H
Primary Land Use Gross Area
Rtil
102
Residential Podium:
• East and west buildings
• Six residential floors
shown
• Shared amenity deck
located above parking
structure
Podium Level:
• East and west podiums
• 1 floor of single loaded
residential wrapped
around parking level
shown
Ground Floor:
• Active frontages along Avenue A,
3rd Street, and Avenue B
• Southern portion features in-line
retail facing street and within east
and west pedestrian paseos
• Parking structure entrances along
CityPlace Parkway
• Residential lobbies along Avenue A
and Avenue B
Sub-Anchor:
• Three floors shown
• Active ground floor frontage north
facing CityPlace Parkway and
south facing forecourt
EXHIBIT 4–15: BLOCK 4C GROUND FLOOR PLAN* EXHIBIT 4–16: BLOCK 4C EXPLODED AXONOMETRIC VIEW* * The program, plan, and exploded axonometric view depict a potential configuration for illustrative purposes only. The actual program and layout may vary subject to City review and approval. Accessory uses are not depicted but may replace portions of the elements in the illustrated plan.
LEGEND
AC] □ rth·, fo'rontJlgf' (prinlllr)')
cl!V Front.ill,•( ... oondJir •)
Bu I ld-lQ, Urn;,
~l·ll>u.ck ~·tum t'm·l,
l'l r-11.11 / I ASl'U
lluff.-.1· 1,;'111n<ar!lp.-.
P11l"ki nl! Ac.ffi. ;;
• 'I'VlC',' \l't:1! •~
CE PK VY
---, ----... )'!
3F!DST -=:
k,ior l),ii, 011,•n :-;p;ll'i<
Pa kinv 1rur1LJ1' E Io. m,
1 Pt·(•fo L"E•• I Podium Lot'fll ion ====:! Corn,n· cr-t1~ 1 ·-·-·-·- i ·iLu
~~::-..:..-:~~-,.._; Block
LEGEND
Lo,ud U e
R~clN1tinl
H,•tuiJ Aneho~
Itel.Hi!
Vooo & TimTl"III!' F&H)
81 t"lLd w·od Pw:ki.llg I 'L0 1·,, 1~"'-
0111:n i:,;,1,,cc
•1i-~11
Amr>mty Th>r-k
103 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
4.10 BLOCK 4D: HOTEL & LIVE/
WORK DISTRICTS
BLOCK CHARACTER
At the core of the City Center, this block will
straddle the primary pedestrian promenade
running north to south through the City
Center. Retail/food & beverage uses will
form the block along the ground plane with
internal courtyards. The block will include two
towers (hotel and residential) on the northern
boundary facing 3rd Street.
KEY
BLOCK DEVELOPMENT DESIGN GUIDELINES
Block Composition: The block is envisioned to be divided into east and west sides, with a western luxury hotel block and an eastern residential block subject
to alternative approaches consistent with the overall
intent of the plan.
Pedestrian Circulation: Sidewalks are required along
all public (City maintained) roads and recommended
along private roads (as illustrated in Exhibit 3-11:
Public and Private Streets and Exhibit 3-20: Pedestrian Network).
Bicycle Circulation: Dedicated bike lanes are required along Avenue A and 2nd Street, and bike routes are
required along 3rd Street and Avenue B.
Active Frontages: These are required along the majority of street frontages, as well as within internal courtyards and along the north/south pedestrian promenade.
Frontages are expected to be most intensively active
along the promenade and along 2nd Street and 3rd
Street.
Parking Access: There are no parking structures recommended for Block 4D. Access to parking is shared in adjacent structures. The hotel and residential component may provide limited parking spaces. Open Space & Amenities: A network of outdoor spaces
organizes the block with a primary north/south promenade space and two secondary courtyards interconnected with active pedestrian passages. Both hotel and residential blocks should provide an amenity deck to
tenants or guests.
Build-To Lines & Setbacks: Build-to lines are suggested to follow the north/south pedestrian promenade. There
shall be a 15’ minimum setback from the Avenue A and
Avenue B curblines, and an 18’ minimum setback from
3rd Street and 2nd Street curblines.
View Corridors: A view corridor should be oriented
north/south along the pedestrian promenade.
Building Heights: Proposed towers located on this
block shall be no taller than 219’ above mean sea level.
Podium buildings are expected to be at a moderate
height; however, to accommodate a range of unique
design solutions a maximum building height of 219’
above msl is established consistent with ALUC regulations. Retail/food & beverage buildings should be of low height, not exceed two to three stories, and should contain active retail uses on ground levels and consider them on upper levels. Final building mass and height
will be subject to City review and approval through the Development Area Plan process.
Service Entries: Loading docks should be located along 3rd Street. Avenue A and Avenue B may provide locations for valet/drop-off service. Trash and mechanical equipment shall be screened
from view along the public and private street
rights-of-way.
Potential Land Use Categories Include:
Office
Entertainment
There is potential to reprogram the
residential or hotel blocks as creative
office over retail, or as an office tower.
Entertainment uses, such as a cinema
multiplex or smaller venues, may be
considered.
* The program, plan, and exploded axonometric view depict a potential configuration for illustrative purposes only. The actual program and layout may vary subject to City review and approval.
TABLE 4–9: BLOCK 4D PROGRAM*
Site Coverage:
• 60 percent maximum allowable coverage
,
TOTAL 492,000
AREA: 6.1 Acres FAR: 1.89
BLOCK 4C
Primary Land Use Units Gross Area
Residential
Residential 800 units 800,000
Retail
Anchors 60,000
F&B 20,000
Retail 58,000
TOTAL 938,000
AREA: 10.6 Acres FAR: 2.00
BLOCK 4D
Primary Land Use Units Gross Area
Residential
Residential 440 units 440,000
Hotel
Hotel 300 keys 298,000
Retail
F&B 48,000
Retail 185,000
TOTAL 971,000
PARCEL AREA: 8.6 Acres FAR: 2.59
BLOCK 4E
Primary Land Use Gross Area
Retail
F&B 17,000
Retail 44,000
TOTAL 61,000
PARCEL AREA: 3.2 Acres FAR: 0.43
BLOCK 4F
Primary Land Use Gross Area
Retail
F&B 99,500
Retail 301,500
Entertainment
Entertainment 190,000
Office
Office 146,000
TOTAL 737,000
AREA: 11.5 Acres FAR: 1.45
BLOCK 4G
Primary Land Use Gross Area
Retail
Retail Anchor 34,000
Retail 24,000
TOTAL 58,000
AREA: 5.3 Acres FAR: 0.17
BLOCK 4H
Primary Land Use Gross Area
Retail
Anchors 150,000
F&B 25,000
Retail 12,500
TOTAL 187,500
AREA: 6.4 Acres FAR: 0.67
BLOCK 5A
Primary Land Use Gross Area
Retail
F&B 9,000
Rtil / Pdt Sh32000
-
-
104
Residential Tower:
• Tower situated at
corner of Avenue B
and 3rd Street
• 16 floors shown
Hotel Tower:
• Tower situated on
corner of Avenue A
and 3rd Street
• Eight floors shown
• Hotel amenity deck
above podium
Hotel Podium:
• 1 floor of luxury hotel
facilities shown
Ground Floor:
• North/south pedestrian street
bisects block
• Active frontages along all four
sides, pedestrian street, and east
and west courtyards
• Hotel lobby provided along Avenue
A; residential lobby along and
Avenue B
Residential Podium:
• One floor of retail/food & beverage
and two floors of residential shown
• Provision for residential amenity
deck
EXHIBIT 4–17: BLOCK 4D GROUND FLOOR PLAN * EXHIBIT 4–18: BLOCK 4D EXPLODED AXONOMETRIC VIEW* * The program, plan, and exploded axonometric view depict a potential configuration for illustrative purposes only. The actual program and layout may vary subject to City review and approval. Accessory uses are not depicted but may replace portions of the elements in the illustrated plan. u ~
CJD
LJ
o ~r ~J
J ----
(
LEGEND
Ai:tl\' , f nl""lr' I pn.miu·. )
;:======:::• ,\~· iw l~rt,nt"~•• (~i,.~ndllryl ,...., __ .,.• lluild-lo•l.inP ." 1bm·k From Curb
t
l'n,1i •nvil l 'od.ium LQCU hon
l>L'l.·1i·n ~ 'l't>Wl't l...ocutiun ::===:! C[)t"J'lt'l' t::rx u;; L _, ____ _:j Illor-k LEGEND
L,'\ud U, e
lll'ltf'-1
H~ itll•n Liu!
Hl!-LHi l
f.oorl & nm•p,n~ r&m
St n1C'llU"~d Pm·kt.n~ I 'L''-"''ti"l·
)[li~ ll'oL ·nliul LI •)
Enlel"tn inm nl (!\Aential l ....,)
pen fipaost
Pln1-11
Ltltn.lt!Ctl]J("u OJ:)'l•n 'puct
Am n1 1~ I k
105 CITYPLACE SANTA CLARA | MASTER COMMUNITY PLAN
4.11 BLOCK 4E: BOULEVARD
BLOCK DEVELOPMENT DESIGN GUIDELINES
Block Composition: The block is intended to be divided into east and west sides, each containing two retail/
food & beverage kiosks.
Pedestrian Circulation: Sidewalks are required along
all public (City maintained) roads and recommended
along private roads (as illustrated in Exhibit 3-11:
Public and Private Streets and Exhibit 3-20: Pedestrian Network).
Bicycle Circulation: Dedicated bike lanes are required along Avenue A and 2nd Street, and bike routes are
required along 1st Street and Avenue B.
Active Frontages: These are suggested along all street frontages, as well as within internal courtyards
and along the north/south pedestrian promenade.
Frontages are expected to be most intensively active
along the promenade and along 2nd Street and 3rd
Street.
Parking Access: There are no parking structures recommended for Block 4E. Access to parking is shared in adjacent structures.
BLOCK CHARACTER
The central activity space of the City Center,
this block will include four retail / food &
beverage kiosks as well as a central multifunction event plaza, which could incorporate a major landscape component and/or art
feature. Each kiosk could include an outdoor
seating area.
Open Space & Amenities: A network of outdoor spaces
organizes the block with a primary north/south promenade space and a landscaped open space (landscaped and furnished park-like areas) on the western end of
the block. The wide sidewalks envisioned for this block should include a variety of linear open space features, as well as outdoor seating, especially in between each
kiosk.
Build-To Lines & Setbacks: Build-to lines are suggested to follow the north/south pedestrian promenade, as well fronting the western open space. There shall be a 15’
minimum setback from the Avenue A and Avenue B
curblines, and an 18’ minimum setback from the 2nd
Street and 1st Street curblines.
View Corridors: A view corridor should be preserved
through the center of the block that orients north/south along the pedestrian promenade.
Building Heights: Retail/food & beverage buildings
should not exceed two to three stories, and should
consider active retail uses on ground and upper levels.
Final building mass and height will be subject to City
review and approval through the Development Area
Plan process.
Service Entries: Loading docks are not required, and
retail and food & beverage uses may be serviced from
the surrounding streets.
Trash and mechanical equipment shall be screened
from view along the public and private street
rights-of-way.