Agenda packet — City Council and Authorities Concurrent, December 8, 2022 (part 1 of 13)

City of Santa Clara
Agenda
Call and Notice of Special Meetings of the
Council and Authorities Concurrent and Santa
Clara Stadium Authority
Hybrid Meeting
City Hall Council Chambers/Virtual
1500 Warburton Avenue
Santa Clara, CA 95050
Thursday, December 8, 2022 5:00 PM
The City of Santa Clara will be conducting City Council meetings in a hybrid manner (in-person and continues to have methods for the public to participate remotely). Pursuant to Government Code Section 54953(e) and City of Santa Clara Resolution No. 22-9160 Councilmembers may teleconference from remote locations and the City continues to provide methods for the public to participate remotely:
• Via Zoom:
o https://santaclaraca.zoom.us/j/99706759306
Meeting ID: 997-0675-9306 or
o Phone: 1(669) 900-6833
• Via the City’s eComment
As always, the public may view the meetings on SantaClaraCA.gov, Santa Clara City Television (Comcast cable channel 15 or AT&T U-verse channel 99), or the livestream on the City’s YouTube channel or Facebook page.

NOTICE IS HEREBY GIVEN that, pursuant to the provisions of California Government Code §54956 (“The Brown Act”) and Section 708 of the Santa Clara City Charter, the Mayor/Chair calls for a Special Meeting of the Governing Board of the City Council, Housing Authority and Sports and Open Space Authority and the Stadium Authority, to commence and convene on December 8, 2022, at 5:00 pm for a Special Meeting to be held virtually and in the City Hall Council Chambers located in the East Wing of City Hall at 1500 Warburton Avenue, Santa Clara, California, to consider the following matter(s) and to potentially take action with respect to them.

Closed Session - 5:00 PM | Special Meeting - 5:30 PM
5:00 PM CLOSED SESSION
Call to Order in the Council Chambers
Roll Call
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Special Meetings of the
Council and Authorities Concurrent
and Stadium Authority
Meeting Agenda December 8, 2022

1. Conference with Legal Counsel-Anticipated Litigation (CC) Pursuant to Gov. Code § 54956.9(d)(4) - Initiation to litigation Number of potential cases: 1
22-1506
Public Comment
The public may provide comments regarding the Closed Session item(s) just prior to the Council beginning the Closed Session. Closed Sessions are not open to the public.

Convene to Closed Session (Council Conference Room)
5:30 PM SPECIAL MEETING
Call to Order
Call to Order in the Council Chambers (Open to the Public) Pledge of Allegiance and Statement of Values

REPORTS OF ACTION TAKEN IN CLOSED SESSION MATTERS

CONTINUANCES/EXCEPTIONS/RECONSIDERATIONS

CONSENT CALENDAR
[Items listed on the CONSENT CALENDAR are considered routine and will be adopted by one motion. There will be no separate discussion of the items on the CONSENT CALENDAR unless discussion is requested by a member of the Council, staff, or public. If so requested, that item will be removed from the CONSENT CALENDAR and considered under CONSENT ITEMS PULLED FOR DISCUSSION.]
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Special Meetings of the
Council and Authorities Concurrent
and Stadium Authority
Meeting Agenda December 8, 2022

2.A Action on a Joint Resolution Delegating Authority to the City Manager/Executive Director for City/Santa Clara Stadium Authority/Contract Administrator for Sports and Open Space Authority/Executive Director for Housing Authority During the period from December 14, 2022 to January 9, 2023
22-1368
That the City Council/Stadium Authority Board/Sports
and Open Space Authority/Housing Authority:

Adopt a Joint Resolution delegating authority to the
City Manager/Executive Officer for City/Santa Clara
Stadium Authority/Contract Administrator for Sports
and Open Space Authority/Executive Director for
Housing Authority to approve project related
documents during the period from December 14,
2022 to January 9, 2023 and requiring the City
Manager/Executive Director/Contract Administrator to
submit a report on actions taken during the Council
recess at a City Council/Stadium Authority/Sports and
Open Space Authority/Housing Authority meeting in
January 2023.

Recommendation:

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Special Meetings of the
Council and Authorities Concurrent
and Stadium Authority
Meeting Agenda December 8, 2022

2.B Action on a Purchase Order with One Day Installation and Repairs, Inc. for Work Related to the Fire Damage at Eddie Souza Park Building; Related Budget Amendment; and Class 1 CEQA Categorical Exemption
22-951

1. Authorize the City Manager to execute a purchase
order with One Day Installation and Repairs, Inc. in
the amount of $259,000 for base services related
to fire damage repairs at the Eddie Souza park
Building;

2. Authorize a contingency of $41,000 for any
unforeseen conditions that may arise during the
project for a total amount not-to-exceed $300,000;

3. Authorize the City Manager to execute all
documents associated with the project including
necessary paperwork and reimbursement
documents with the City’s insurer, McLarens;

4. Adopt a Class 1 Categorical Exemption under
CEQA Guidelines Section 15301; and

5. Approve the following FY 2022/23 Budget
Amendments (five affirmative Council votes
required):

A. In the Parks and Recreation Capital Fund,
increase the Other Revenue estimate by
$275,000, increase the Transfer from the
General Fund by $25,000 and establish an
Eddie Souza Park Building Repair project in
the amount of $300,000.

B. In the General Fund, increase the Transfer to
the Parks and Recreation Capital Fund by
$25,000 and decrease the Land Sale Reserve
by $25,000.

Recommendation:

2.C Action on License Agreement with Related Santa Clara Granting Temporary Right of Entry to City-Owned Tasman Garage
Located at 2525 Tasman Drive
22-1482
Alternative 1: Authorize the City Manager to negotiate
and execute the License Agreement granting
temporary right of entry with Related Santa Clara to
the City-owned Tasman Garage to construct
pedestrian and vehicle connections from the Related
Santa Clara project to the City garage located at 2525
Tasman Drive.

Recommendation:

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Special Meetings of the
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and Stadium Authority
Meeting Agenda December 8, 2022

2.D Action on Agreements for Professional Services for the Benton Bicycle Lanes, De La Cruz Boulevard Class IV Bikeway, Monroe Street Class II Buffered Bikeway, and Walsh Avenue Class IV Bikeway Projects and Related Budget Amendments
22-987

1. Authorize the City Manager to negotiate and
execute an agreement with Alta Planning + Design,
Inc. to provide professional bike planning services
for the Benton Bicycle Lanes project for a maximum
compensation of $285,669 and for the Monroe
Street Class II Buffered Bikeway project for a
maximum compensation of $263,700 for an initial
three-year term with a total maximum compensation
not-to-exceed $549,369;

2. Authorize the City Manager to negotiate and
execute an agreement with Kimley-Horn and
Associates, Inc. to provide professional bike
planning services for the De La Cruz Boulevard
Class IV Bikeway project for an initial three-year
term with maximum compensation not-to-exceed
$250,083;

3. Authorize the City Manager to negotiate and
execute an agreement with TJKM Transportation
Consultants to provide professional bike planning
services for the Walsh Avenue Class IV Bikeway
project for an initial three-year term with maximum
compensation not-to-exceed $301,708;

4. Authorize the City Manager to make modifications
to all three agreements, if necessary and to extend
the term; and

5. Consistent with City Charter Section 1305, “At any
meeting after the adoption of the budget, the City
Council may amend or supplement the budget by
motion adopted by the affirmative votes of at
least five members so as to authorize the transfer
of unused balances appropriated for one purpose
to another purpose, or to appropriate available
revenue not included in the budget,” approve the
FY 2022/23 budget amendment in the Streets and
Highways Capital Fund to increase the De La Cruz
Boulevard Class IV Bikeway Study Project by
$50,083, increase the Walsh Avenue Class IV
Bikeway Study Project by $51,708, increase the
Monroe Street Class II Buffered Bike Lane Study
Project by $63,700, and decrease the Pedestrian
Recommendation:

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Special Meetings of the
Council and Authorities Concurrent
and Stadium Authority
Meeting Agenda December 8, 2022
and Bicycle Enhancement Facilities Project by
$165,491.

2.E Action on First Amendment to Disposition and Development Agreement with Related Santa Clara for the Development of 240-acres of City-Owned Property located at 5155 Stars and Stripes Drive
22-1458
Approve and authorize the City Manager to execute
First Amendment to Disposition and Development
Agreement with Related Santa Clara for the Related
Santa Clara development located at 5155 Stars and
Stripes Drive.

Recommendation:

2.F Action on First Amendment to Landfill Post-Closure Operation and Management Agreement with Related Santa Clara for the Related Santa Clara project located on Former City All-Purpose Landfill at 5155 Stars and Stripes Drive
22-1477
Approve and authorize the City Manager to execute
the First Amendment to Landfill Post-Closure
Operation and Management Agreement.

Recommendation:

PUBLIC PRESENTATIONS
[This item is reserved for persons to address the Council or authorities on any matter not on the agenda that is within the subject matter jurisdiction of the City or Authorities. The law does not permit action on, or extended discussion of, any item not on the agenda except under special circumstances. The governing body, or staff, may briefly respond to statements made or questions posed, and appropriate body may request staff to report back at a subsequent meeting. Although not required, please submit to the City Clerk your name and subject matter on the speaker card available in the Council Chambers.]

CONSENT ITEMS PULLED FOR DISCUSSION

PUBLIC HEARING/GENERAL BUSINESS

3. Action on a Draft Response to the October 7, 2022 Santa Clara County Civil Grand Jury Report, “If You Only Read the Ballot, You’re Being Duped”
22-1426
Approve the draft response to the 2022 Santa Clara
County Civil Grand Jury Report “If You Only Read the
Ballot, You’re Being Duped”
Recommendation:

City of Santa Clara Page 6 of 8 Printed on 12/5/2022
Special Meetings of the
Council and Authorities Concurrent
and Stadium Authority
Meeting Agenda December 8, 2022

4. Action on the Council/Board’s Comment to the October 10, 2022 Santa Clara County Civil Grand Jury Report: “Unsportsmanlike Conduct: Santa Clara City Council.”
22-1501

1. Consider the draft comment to the Report,
including a date to implement
Recommendation 4b, and propose any other
revisions to the draft comment.

2. Approve the final version of the draft comment
(“Comment to the Civil Grand Jury Report”).

3. Authorize Mayor/Board Chair to submit the
Council/Board’s Comment to the Civil Grand
Jury Report subject only to technical,
conforming, non-substantive modifications
prepared by the City Attorney’s Office, to the
Honorable Beth McGowan, Presiding Judge,
Superior Court of California, County of Santa
Clara, 191 North First Street, San Jose,
California 95113, no later than Monday,
January 9, 2023.

Recommendation:

WRITTEN PETITION (COUNCIL POLICY 030) SUBMITTED BY THE PUBLIC/COUNCIL

5. Action on a Written Petition (Council Policy 030), Submitted by Joseph P. Goschy Requesting to Place an Agenda Item on a Future Council Meeting for Council to Address Noise Violations from New Construction that was Approved by the City
22-1509
Recommendation: Staff makes no recommendation.

REPORTS OF MEMBERS AND SPECIAL COMMITTEES

CITY MANAGER/EXECUTIVE DIRECTOR REPORT
22-1508 Tentative Meeting Agenda Calendar (TMAC)

ADJOURNMENT
The next regular scheduled meeting is on Tuesday, December 13, 2022 in the City Hall Council Chambers.

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Special Meetings of the
Council and Authorities Concurrent
and Stadium Authority
Meeting Agenda December 8, 2022
The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Santa Clara, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

AB23 ANNOUNCEMENT: Members of the Santa Clara Stadium Authority, Sports and Open Space Authority and Housing Authority are entitled to receive $30 for each attended meeting.

Note: The City Council and its associated Authorities meet as separate agencies but in a concurrent manner. Actions taken should be considered actions of only the identified policy body.

LEGEND: City Council (CC); Stadium Authority (SA); Sports and Open Space Authority (SOSA); Housing Authority (HA); Successor Agency to the City of Santa Clara Redevelopment Agency (SARDA); Bayshore North Project Enhancement Authority (BNPEA); Public Facilities Financing Corporation (PFFC) Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]> or at the public information desk at any City of Santa Clara public library.

If a member of the public submits a speaker card for any agenda items, their name will appear in the Minutes. If no speaker card is submitted, the Minutes will reflect "Public Speaker." In accordance with the requirements of Title II of the Americans with Disabilities Act of 1990 ("ADA"), the City of Santa Clara will not discriminate against qualified individuals with disabilities on the basis of disability in its services, programs, or activities, and will ensure that all existing facilities will be made accessible to the maximum extent feasible. The City of Santa Clara will generally, upon request, provide appropriate aids and services leading to effective communication for qualified persons with disabilities including those with speech, hearing, or vision impairments so they can participate equally in the City’s programs, services, and activities. The City of Santa Clara will make all reasonable modifications to policies and programs to ensure that people with disabilities have an equal opportunity to enjoy all of its programs, services, and activities.

Agendas and other written materials distributed during a public meeting that are public record will be made available by the City in an appropriate alternative format. Contact the City Clerk’s Office at 1 408-615-2220 with your request for an alternative format copy of the agenda or other written materials.

Individuals who require an auxiliary aid or service for effective communication, or any other disability-related modification of policies or procedures, or other accommodation, in order to participate in a program, service, or activity of the City of Santa Clara, should contact the City’s ADA Coordinator at 408-615-3000 as soon as possible but no later than 48 hours before the scheduled event.

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MEETING DISCLOSURES
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-1506 Agenda Date: 12/8/2022

SUBJECT
Conference with Legal Counsel-Anticipated Litigation (CC) Pursuant to Gov. Code § 54956.9(d)(4) - Initiation to litigation Number of potential cases: 1
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-1368 Agenda Date: 12/8/2022

REPORT TO COUNCIL AND STADIUM AUTHORITY BOARD

SUBJECT
Action on a Joint Resolution Delegating Authority to the City Manager/Executive Director for City/Santa Clara Stadium Authority/Contract Administrator for Sports and Open Space Authority/Executive Director for Housing Authority During the period from December 14, 2022 to January 9, 2023

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The City Council is not scheduled to meet from December 14, 2022 to January 9, 2023, during which time, no City Council/Santa Clara Stadium Authority/Sports and Open Spaces Authority/Housing Authority meetings will take place. In prior years, Council has delegated authority to the City Manager/Executive Director/Contract Administrator or his designee through resolution (Attachment 1) to approve contracts and take other administrative actions as necessary during the Council recess on items vital to the function of the City. A report summarizing actions taken by the City Manager/Executive Director/Contract Administrator will be presented to the City Council in January 2023.

DISCUSSION
The City’s Municipal Code Section 2.105.300 provides cases for emergency procurement by the City Manager where an emergency is defined as, “a situation where immediate action is required to preserve the public peace, health and safety and/or to avoid severe degradation of City property or a facility.” If contracts arise during the recess that were not previously anticipated, the City Manager will only act should they meet the above criteria.

The City Manager and City departments have reviewed items that will be crucial to execute during the recess, including but not limited to the following:
· Accepting grants and donations on behalf of the City and approving associated budget amendments
· Approving grant applications
· Approving purchase agreements within existing budgetary appropriations · Approving amendments to agreements to ensure projects are not delayed and service is not interrupted
Beyond those listed above, there may be other items that require action by the City Manager or his City of Santa Clara Page 1 of 2 Printed on 12/5/2022
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22-1368 Agenda Date: 12/8/2022
designee during the Council recess. If such is the case, the City Manager will use the authority delegated to him by City Council to take the necessary steps. This authority will be used only in cases where inaction would result in project delays, interruption of services and operations, adverse fiscal impact or in the event of an emergency. The goal of this delegation of authority is to ensure that the Santa Clara community continues to receive uninterrupted services.

FISCAL IMPACT
The approval of Agreements, Amendments, Change Orders, and Award of Contracts is anticipated to be within the Council approved budget amounts for the projects.

COORDINATION
This report has been coordinated with all other departments as necessary.

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

RECOMMENDATION
That the City Council/Stadium Authority Board/Sports and Open Space Authority/Housing Authority:

Adopt a Joint Resolution delegating authority to the City Manager/Executive Officer for City/Santa Clara Stadium Authority/Contract Administrator for Sports and Open Space Authority/Executive Director for Housing Authority to approve project related documents during the period from December 14, 2022 to January 9, 2023 and requiring the City Manager/Executive Director/Contract Administrator to submit a report on actions taken during the Council recess at a City Council/Stadium Authority/Sports and Open Space Authority/Housing Authority meeting in January 2023.

Prepared by: Maria Le, Assistant to the City Manager
Approved by: Rajeev Batra, City Manager

ATTACHMENTS

1. Resolution
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Resolution/Delegation of Authority During 2022 Winter Recess Rev: 11/28/22

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RESOLUTION NO.

A JOINT RESOLUTION OF THE CITY OF SANTA CLARA,

CALIFORNIA, SANTA CLARA STADIUM AUTHORITY, SPORTS

AND OPEN SPACE AUTHORITY, AND HOUSING AUTHORITY
("COUNCIL AND AUTHORITIES") DELEGATING AUTHORITY TO

THE CITY MANAGER, EXECUTIVE DIRECTOR, AND CONTRACT

ADMINISTRATOR OR DESIGNEE TO EXECUTE CONTRACTS

ON BEHALF OF THE COUNCIL AND AUTHORITIES DURING
THE RECESS BETWEEN DECEMBER 14, 2022 AND JANUARY 9,
2023

BE IT RESOLVED BY THE CITY OF SANTA CLARA SANTA CLARA STADIUM

AUTHORITY, SPORTS AND OPEN SPACE AUTHORITY, AND HOUSING AUTHORITY AS FOLLOWS:

WHEREAS, the City of Santa Clara's City Council, Santa Clara Stadium Authority, Sports and Open Space Authority, and Housing Authority ("Council and Authorities") have specific purchasing policies or ordinances, and all other agreements and actions not specifically delegated by the City Code or other formal action must be considered and approved by Council or Boards of the Authorities;
WHEREAS, the Council and Authorities do not have any meetings scheduled between December 14, 2022 and January 9, 2023; and,
WHEREAS, specific actions will be needed in order to ensure projects will stay on schedule and services will not interrupted.

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

1. That the City Manager, Executive Director, and Contract Administrator or designee is hereby authorized to consider, approve, and execute contracts and other administrative matters needed for the on-going operation of the City within existing budgetary appropriations during the scheduled recess between December 14, 2022, and January 9, 2023.

Resolution/Delegation of Authority During 2022 Winter Recess Rev: 11/28/22

Page 2 of 2 ends

2. That the City Manager, Executive Director, and Contract Administrator shall provide a report to the City Council regarding the actions taken under this Resolution at a City Council Meeting in January 2023.

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

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

AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, SANTA CLARA STADIUM

AUTHORITY, SPORTS AND OPEN SPACE AUTHORITY, AND HOUSING AUTHORITY AT A REGULAR MEETING THEREOF HELD ON THE 12TH DAY OF JULY, 2022, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST:

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-951 Agenda Date: 12/8/2022

REPORT TO COUNCIL

SUBJECT
Action on a Purchase Order with One Day Installation and Repairs, Inc. for Work Related to the Fire Damage at Eddie Souza Park Building; Related Budget Amendment; and Class 1 CEQA Categorical Exemption

COUNCIL PILLAR
Deliver and Enhance High-Quality Efficient Services and Infrastructure Enhance Community Sports, Recreational and Arts Assets

BACKGROUND
In November 2021, there was a fire at Eddie Souza Park causing damage to the restrooms, community garden storage room, maintenance area of the park building and related equipment.

Recognizing that the damages were in excess of the City’s $25,000 property insurance deductible, the City notified its insurer, McLarens, of the fire. After review of the information pertaining to the fire, McLarens agreed that insurance would cover the cost of remediation and repairs in excess of the deductible.

McLarens initially authorized the immediate remediation of the structure using their approved general contractor, Belfor. The scope of work included the removal of burned and damaged materials, the prevention of further damage from water or mold, provision of temporary power, securing the property and the installation of temporary restroom facilities.

Upon completion of the remediation work, the City discussed the permanent repairs with McLarens and requested that Belfor take the lead on the work. While Belfor agreed to assume this responsibility initially, the City was notified several months later that Belfor was unsuccessful in obtaining the necessary resources to take on the project. McLarens also indicated that they would fund the permanent repairs in excess of the deductible, but the City would be responsible for completing the permanent repairs.

DISCUSSION
Over the past several months, City staff has worked with the construction manager from McLarens to agree on a scope of work for the repairs. The affected areas include the interior, siding, framing, electrical, plumbing and roof of the park building. The remainder of the building appears to be in good condition, but portions of it will be re-examined after the existing roof is removed to determine if additional work is required.

Since McLarens was unable to obtain a contractor to complete the repairs, they agreed with the City’s approach to solicit bids from three contractors to make the necessary repairs. The City reached out to three contractors: ALLY Building Maintenance (ALLY), One Day Installation and Repairs, Inc.

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22-951 Agenda Date: 12/8/2022
(One Day), and Tucker Construction (Tucker). Bidders were allowed to conduct site visits to obtain an understanding of the condition of the site and the work effort associated with making the repairs.

The City received two bids from One Day and Tucker to repair the fire damage at the Eddie Souza Park Building. ALLY did not submit a bid because they were unable to obtain the necessary resources. One Day submitted a bid in the amount of $259,000, and Tucker submitted a bid in the amount of $380,865. McLarens was advised of the bid amounts and did not have any additional comments.

Staff recommends awarding a Purchase Order to One Day for repairs at the Eddie Souza Park Building as the lowest bidder, for a total not-to-exceed amount of $300,000. This amount includes $259,000 for base services and a contingency in the amount of $41,000 to cover any unforeseen conditions that may arise and need repair. McLarens confirmed that they will reimburse the City for the total cost of the repairs, less the $25,000 deductible.

ENVIRONMENTAL REVIEW
The action being considered is exempt from the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15301 “Existing Facilities,” as the activity consists of the repair, maintenance or minor alteration of existing facilities involving no or negligible expansion of the use beyond that presently existing.

FISCAL IMPACT
The estimated cost of the base repairs is $259,000, plus an additional $41,000 contingency to cover unforeseen conditions, for a total cost of $300,000. The City’s deductible for this repair work is $25,000.

Budget amendments are recommended to establish a new Eddie Souza Park Building Repair project in the Parks and Recreation Capital Fund in the amount of $300,000, offset by anticipated reimbursement of $275,000 from the insurer and a transfer of $25,000 from the General Fund Land Sale Reserve to cover the deductible.

Budget Amendment
FY 2022/23
Current Budget Increase/
Decrease
Revised
Budget
Parks and Recreation Capital Fund (532)
Revenues
Transfer from the General Fund (Land
Sale Reserve)
$0 $25,000 $25,000
Other Revenue (Insurance Payment) $0 $275,000 $275,000
Expenditures
Eddie Souza Park Building Repair $0 $300,000 $300,000
General Fund (001)
Expenditures
Transfer to the Parks and Recreation
Capital Fund
$0 $25,000 $25,000
City of Santa Clara Land Sale Reserve $12,907,822 Page 2 of 3 ($25,000) $12,882,822 Printed on 12/5/2022 powered by Legistar™
22-951 Agenda Date: 12/8/2022
p
Eddie Souza Park Building Repair $0 $300,000 $300,000
General Fund (001)
Expenditures
Transfer to the Parks and Recreation
Capital Fund
$0 $25,000 $25,000
Land Sale Reserve $12,907,822 ($25,000) $12,882,822

COORDINATION
This report has been coordinated with the City Attorney’s office, the City Manager’s Office, Finance Department, and the Parks & Recreation Department.

RECOMMENDATION

1. Authorize the City Manager to execute a purchase order with One Day Installation and Repairs, Inc. in the amount of $259,000 for base services related to fire damage repairs at the Eddie Souza park Building;

2. Authorize a contingency of $41,000 for any unforeseen conditions that may arise during the project for a total amount not-to-exceed $300,000;

3. Authorize the City Manager to execute all documents associated with the project including necessary paperwork and reimbursement documents with the City’s insurer, McLarens;

4. Adopt a Class 1 Categorical Exemption under CEQA Guidelines Section 15301; and

5. Approve the following FY 2022/23 Budget Amendments (five affirmative Council votes required):

A. In the Parks and Recreation Capital Fund, increase the Other Revenue estimate by $275,000, increase the Transfer from the General Fund by $25,000 and establish an Eddie Souza Park Building Repair project in the amount of $300,000.

B. In the General Fund, increase the Transfer to the Parks and Recreation Capital Fund by $25,000 and decrease the Land Sale Reserve by $25,000.

Reviewed by: Craig Mobeck, Director of Public Works
Approved by: Rajeev Batra, City Manager
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1500 Warburton Avenue
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santaclaraca.gov
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22-1482 Agenda Date: 12/8/2022

REPORT TO COUNCIL

SUBJECT
Action on License Agreement with Related Santa Clara Granting Temporary Right of Entry to CityOwned Tasman Garage Located at 2525 Tasman Drive

COUNCIL PILLAR
Promote and Enhance Economic, Housing and Transportation Development

BACKGROUND
On June 28, 2016 Council took action on a series of project entitlement approvals including certifying an Environmental Impact Report (EIR) and approval of a Master Community Plan (MCP) as well as approving a Disposition and Development Agreement (DDA) and a Development Agreement (DA) with Related Santa Clara, LLC (Developer) for the development of the Related Santa Clara Project (Project) located on an approximately 240-acre site north of Tasman Drive (generally located at 5155 Stars and Stripes Drive).

The entire Project includes the development of up to 9.16 million gross square feet of office buildings; retail, food and beverage, and entertainment facilities; residential units; hotel rooms; surface and structured parking facilities; new open space and roads, landscaping and tree replacement; and new/upgraded/expanded infrastructure and utilities.

On March 17, 2020, Council approved a Development Area Plan for Phase 1 (DAP1) which includes 1,047,000 sf of development across approximately 14 acres along Tasman Drive, directly adjacent to the City-owned Tasman Garage located at 2525 Tasman Drive. The approved MCP and DAP1 both contemplate the relocation and reconstruction of Stars & Stripes such that the new street will be more than 15 feet higher than the existing street and approximately 100 feet north of its current alignment.

The new elevation and configuration of the streets Stars & Stripes and Avenue A call for the reconfiguration of the pedestrian and vehicular access points into the Tasman Garage. The recommended License Agreement with Related Santa Clara would allow Developer to enter into the Tasman Garage for the purpose of constructing new vehicular and pedestrian access points allowing direct connections into the facility from the Related Santa Clara project.

DISCUSSION
The proposed License Agreement would allow Related Santa Clara to make modifications to the Tasman Garage new/modified pedestrian and vehicular access. The Agreement has not been finalized but the parties have negotiated terms as documented in the form of agreement attached.

Key terms of the License Agreement include:
· License Area: Tasman Garage located at 2525 Tasman Drive City of Santa Clara Page 1 of 3 Printed on 12/5/2022
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· Accessibility to the Public: The Garage will remain open and accessible to the public during the term of the Agreement. On Stadium event days, the Garage will be available for stadium use per the existing Stadium Parking Agreements.
· Partial Closure: Certain areas of the Garage are permitted to be closed to allow for safety and construction activity.
· Improvements: Developer will construct a new vehicular entrance from the new Stars & Stripes Drive and a new pedestrian entrance from the new Avenue A. The scope will also include any necessary site improvements, utilities, retaining walls, etc. necessary to construct the improvements as required by building permits obtained by the Developer and approved by the City.
· Term: All improvements to the Tasman Garage must be complete prior to the issuance of a certificate of occupancy for the Related Santa Clara Phase 1 buildings. · Warranty: Developer will provide the City with a 10-year warranty period such that Developer will be responsible for any damage to the Garage caused by the construction of Improvements under the License Agreement. A pre-construction survey will be undertaken to document the existing condition of the Tasman Garage.
· Operation: Developer will secure and maintain the areas of use under the License and will provide advance notice to City of any potential need for a full facility closure. Developer has worked with City and Stadium Manager to develop new event day circulation for the Tasman Garage and will cooperate with the City and Stadium Manager on any event day operational (traffic/circulation) issues caused by the License Agreement.

The final form of the License Agreement will reflect the terms as outlined in this report and will substantially conform with the form of License attached as approved by the City Attorney’s office.

ENVIRONMENTAL REVIEW
The action being considered is exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines section 15301 “Existing Facilities” as the activity consists of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities mechanical equipment or topographical features involving negligible or no expansion of use beyond that existing at the time of the lead agency’s determination.

In addition, the Related Santa Clara Project was analyzed in accordance with the requirements of CEQA in the CityPlace Santa Clara EIR [SCH#2014072078] as certified and adopted by Council on June 28, 2016 by Resolution No 16-8337 and the subsequent addendum adopted in connection with the approval of DAP1.

FISCAL IMPACT
There is no fiscal impact associated with the proposed action other than administrative time and expense.

City of Santa Clara Page 2 of 3 Printed on 12/5/2022
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COORDINATION
The proposed License Agreement and this report has been coordinated with the Department of Public Works and the City Attorney’s Office.

ALTERNATIVES

1. Authorize the City Manager to negotiate and execute the License Agreement granting temporary right of entry with Related Santa Clara to the City-owned Tasman Garage to construct pedestrian and vehicle connections from the Related Santa Clara project to the City garage located at 2525 Tasman Drive

2. Do not authorize the City Manager to negotiate and execute the License Agreement granting temporary right of entry with Related Santa Clara to the City-owned Tasman Garage to construct pedestrian and vehicle connections from the Related Santa Clara project to the City garage located at 2525 Tasman Drive

RECOMMENDATION
Alternative 1: Authorize the City Manager to negotiate and execute the License Agreement granting temporary right of entry with Related Santa Clara to the City-owned Tasman Garage to construct pedestrian and vehicle connections from the Related Santa Clara project to the City garage located at 2525 Tasman Drive.

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

ATTACHMENTS

1. Form of License Agreement
City of Santa Clara Page 3 of 3 Printed on 12/5/2022
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FORM
To be Finalized Subject to Further Negotiation
1 LICENSE AGREEMENT GRANTING TEMPORARY RIGHT OF ENTRY TO

CERTAIN REAL PROPERTY
(Tasman Drive Garage)
This LICENSE AGREEMENT GRANTING TEMPORARY RIGHT OF ENTRY TO CERTAIN REAL PROPERTY (this “License”) is entered into as of [Month, Day], 2022 (the “Effective Date”) by and between THE CITY OF SANTA CLARA, a chartered municipal corporation (the “City”), and RELATED SANTA CLARA, LLC, a Delaware limited liability company (“Developer”). City and Developer may be referred to individually as a “Party” or collectively as the “Parties.”

RECITALS
A. The Parties are parties to that certain Disposition and Development Agreement (City Place Santa Clara), dated as of August 12, 2016, recorded in the Official Records of Santa Clara County on October 7, 2016, as Instrument No. 23457696 (the “DDA”), which provides that the City will ground lease to Developer the Development Parcels (as defined in the DDA) for the development and operation of a mixed-use development thereon (the “Project”), as more fully described in the DDA.

B. The City operates a public parking structure (“Parking Structure”) on Cityowned real property located at the City of Santa Clara Parking Garage, 2525 Tasman Drive, Santa Clara, California (“Property”).

C. To develop the Project as provided for under the DDA, the Developer intends to reconfigure Stars and Stripes Drive north of the Property and create a new street (Avenue A) between Stars and Stripes Drive and Tasman Drive east of the Property. The Developer’s alignment will necessitate the construction of a new vehicular public entry at the northwest corner of the Parking Structure from Stars and Stripes Drive and a new pedestrian public entry at the northeast corner of the Parking Structure from the future Avenue A.

D. The Parties desire to enter into this License to provide Developer the limited, non-possessory right to enter the Property and the Parking Structure upon the terms, covenants and conditions set forth in this License.

LICENSE PROVISIONS

1. License Area: The area subject to this License (“License Area”) consists of the Parking Structure and the Property. The License Area shall remain accessible to the public, and the Developer shall not unreasonably inhibit the City from using the License Area for public parking operations or otherwise unreasonably infringe upon the License Area’s safety and usability; provided, however, that the Developer shall be permitted to close (i) designated portions of the License Area, which are more particularly shown on Exhibit “A” of this License and made a part hereof (such designated portions, the “Permitted Closure License Area”), to the public and the City in order to conduct the Interim Use (as defined below) and (ii) the entire License Area to the public for the period of time required to restripe parking spaces in and/or FORM
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2 around the Permitted Closure License Area, such period of time not to exceed two (2) business days.

2. Interim Use: The City hereby grants the Developer a license over the License Area subject to the terms and conditions of this License. The license is non-exclusive and nonpossessory, and is subject to the rights of ingress and egress by the City and others who are authorized to access portions of the License Area. Notwithstanding the forgoing, the Developer shall be permitted to exclude members of the public from the Permitted Closure License Area. The Developer shall use the License Area to construct and install improvements to the Parking Structure and in and around the Property as more specifically set forth below (“Interim Use”). No uses other than those specifically stated herein are authorized by this License.
a. Construction of Improvements.
i. Developer shall construct or have constructed at its sole cost, expense, and liability the following improvements for the City on the Property: (i) reconfigured parking structure vehicular entry and exit at northwest corner of the Parking Structure, (ii) removal of the existing vehicular entry and exit on the east side of the Parking Structure, (iii) redesigned and reconfigured pedestrian ingress and egress on the northeast corner of the Parking Structure, (iv) site improvements, including but not limited to fencing, gates, exterior lighting, grading, roads, paving, curbs and gutters, utilities, drainage facilities, landscaping, and all other required facilities and improvements in connection with Developer’s work on the Parking Structure, (v) new retaining walls and plantings east and north of the Parking Structure, and (vi) relocation of existing utility lines, including telecommunication facility connections and wiring (subparagraphs (i) through (vi) collectively, the “Improvements”) in accordance with the plans and specifications detailed in any building permits and encroachment permits that the City approves in its regulatory capacity for the construction of the Improvements (collectively, and as may be amended from time to time, the “Approved Improvement Plans”). Once approved, the Approved Improvement Plans shall be incorporated by reference into this License; provided, however, that in the event of any conflict between the Approved Improvement Plans and this License, this License shall control. ii. Developer and City agree that the Improvements must be completed by Developer on the Property in accordance with the Approved Improvement Plans, Applicable Laws (as defined below), and this License (collectively, “Required Delivery Condition”), no later than [______ days] following the date Developer commences work pursuant to the Approved Improvement Plans and such date, the “Delivery Date”). Upon Developer’s completion of the Improvements to City’s satisfaction, the Improvements shall be accepted by the City and the City shall issue a final Certificate of Completion for the Improvements; the City shall not issue any certificate of occupancy for Buildings within Phase I (as such terms are defined in the DDA) until Developer has obtained such final Certificate of Completion for the Improvements. In order to meet the Delivery Date, the Parties will agree upon an estimated “Improvement Completion Timeline” prior to the City’s issuance of a building permit and/or an encroachment permit for the Improvements that sets forth milestones towards the Delivery Date. During construction, Developer shall further provide a written progress report of the construction of the Improvements within ten (10) business days of FORM
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3 written request by City or as otherwise agreed by the Parties in writing. The report shall contain up-to-date information regarding construction progress and the ability to meet the Delivery Date and projected dates where closure of the Property or portions of the Parking Garage is anticipated.
b. Construction Materials. Developer shall, at no cost, expense or liability to City, provide all equipment, tools, materials, labor, tests, design work, engineering services, and construction services necessary to fully and adequately complete the Improvements in accordance with this License.
c. Permits; Compliance with Laws. Prior to commencing any work, Developer shall, at its sole cost, expense, and liability, obtain all necessary permits and licenses from all relevant federal, state, and local governmental or regulatory authorities (collectively, “Governmental Authorities”) to construct the Improvements in accordance with the Approved Improvement Plans, Applicable Laws, and this License, including, without limitation, encroachment and building permits from the City, which shall be reviewed in the City’s regulatory capacity and may be approved or denied in accordance with Applicable Laws. Developer shall conduct the work in compliance with the regulations, rules, and other requirements contained in any permit or license issued to Developer. The Improvements shall be completed in accordance with the Approved Improvement Plans, as well as all applicable federal, state, and local statutes, laws, ordinances, regulations, codes, rules, standards, and other requirements, including but not limited to the California Building Code, Title 22 of the California Code of Regulations (“Applicable Laws”). At all times during construction of the Improvements, Developer shall comply with the applicable provisions of the California Labor Code Section 1720, et seq.
d. Approved Modifications. Following the City’s approval of the Approved Improvement Plans, Developer shall not modify the Approved Improvement Plans nor the Improvements without obtaining approval from the City in its sole discretion in its capacity as Property owner and in its regulatory capacity related to building permits or encroachment permits to the extent such approval is required by Applicable Laws. Each modification proposed by the Developer and approved by the City shall be an “Approved Modification.” The Developer shall complete the agreed modification at its sole cost and expense, and each Approved Modification shall become part of the Approved Improvement Plans at the time the City approves modified building permits and/or encroachment permits, as applicable, authorizing the changes.
e. Utility Installations. As part of the Improvements, Developer shall, at its sole cost, expense, and liability, install permanent lines and connections for all electric, telecommunications, and other utilities (including storm drain and sanitary sewer, etc.) at the Property to the extent shown in the Approved Improvement Plans. Developer agrees that all utility installations (“Utility Installations”) shall be constructed in accordance with provisions of this paragraph and that Developer shall pay all costs associated with such Utility Installations, including but not limited to the extension and connection of said utilities. City shall not be required to reimburse Developer for the cost of any of the foregoing work.

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4 f. Construction Standards. All construction of the Improvements will be carried out and completed by Developer in compliance with the Approved Improvement Plans, Applicable Laws, and this License. Developer is solely liable for the construction of the Improvements. Developer is solely responsible for filing plans with the Building Division of the Community Development Department and any other applicable Governmental Authority, paying applicable fees and securing appropriate inspection(s). All stockpiling of excavated material, construction screening and the storage of materials, tools or equipment shall be done in compliance with Applicable Laws. Developer agrees that the Improvements will be constructed in a diligent and workmanlike manner in compliance with the Approved Improvement Plans, Applicable Laws, and this License. Developer shall provide City with not less than ten (10) days’ written notice prior to the commencement of construction of the Improvements so that City, at the option of City, may post a Notice of Non-Responsibility as provided by law. All work shall be completed by duly licensed and insured contractors.

Developer shall require the contractor(s) selected for the construction of the Improvements to (i) execute the Certificate regarding Workers Compensation in the form attached as Exhibit “C” hereto and (ii) provide City with certificates of insurance from its contractors evidencing that the insurance requirements of this License are maintained by said contractors.

As an alternative to requiring its contractors to furnish separate insurance certificates and endorsements, Developer may instead include all contractors and subcontractors as insured under its policies, subject to all the requirements stated herein. All equipment and personal property of contractors and subcontractors shall be separately insured by Master Developer or the contractors or subcontractors.
g. Construction Management. City agrees to designate one or more representative(s) who will have the right to review all documents and files related to the Improvements, including but not limited to any tests and inspection reports, provided that nothing herein contained shall be construed as creating an obligation upon City to observe, monitor, inspect, or review and it is Developer’s obligation to ensure that the Improvements are completed in compliance with this License. Upon completion of the Improvements, files and records for the Improvements (which shall include contract documents, planning and design documents, bid proposals and negotiation documents, cost records and job cost variance reports, design modification proposals, value engineering or other cost reduction proposals, revisions made to the original design, job progress reports, photographs, and as-built drawings maintained by Developer) shall be maintained by Developer for a minimum of five (5) calendar year following City’s acceptance of the Improvements, and the City shall have the right to review, audit, and copy such files and records. Developer understands that this representative’s or representatives’ presence on the Property or in the License Area in no way constitutes approval of the Improvements being constructed. Developer must, at the commencement of the construction work, notify the City in writing of the identity, place of business, and telephone number of Developer’s on-the-job construction superintendent. Said construction superintendent will be Developer’s prime consultant for purposes of communications with the designated representative of the City and government inspectors.

Developer shall, prior to the commencement of construction of the Improvements on the Property, install adequate signage in the License Area identifying Developer’s contractor as the operator of the construction site, which sign shall also provide a Developer contact (with phone number) to call in case of emergency. The foregoing signage must be approved by City prior to installation, such approval not to be unreasonably conditioned, withheld or delayed.

FORM
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5 h. As-Built Drawings. Upon the completion of the construction of the Improvements in accordance with this License, Developer, at its sole cost, shall prepare asbuilt plans for the Improvements and shall provide three (3) copies of each as-built plan to City along with electronic files in PDF and CAD formats. The as-built plans shall be certified by Developer’s engineer-of-record and shall reflect the condition of the Improvements as constructed, with all approved changes incorporated therein.

3. Time of Entry: Entry may commence, once the License is fully executed, on _____________, 2022, at 8:00 a.m. Entry shall terminate at 5:00 p.m. on the date of the City’s final acceptance of the Improvements, unless earlier terminated by the City under Section 10 hereof or earlier terminated by Developer 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 Developer has entered the License Area.

4. Indemnification:
a. General Indemnification. Developer 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, entities that the City directly or indirectly controls, is controlled by, or is under common control with, 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 unknown, 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, the operations or activities in or around the License Area by any of (i) the Developer or (ii) its agents, servants, employees, contractors, or subcontractors (each, a “Subpermittee”), 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 License Area to the extent caused by the act or omission of Developer or its Subpermittees, or (b) any breach or default by Developer in the performance or discharge of its agreements and obligations under this License. Developer’s Indemnification obligations under this Section 4 shall survive expiration or termination of this License.
b. 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 Developer may have to City under this License or the DDA. c. Defense of Claims. City agrees to give prompt notice to Developer (the “Indemnifying Party”) with respect to any suit filed or claim made against City (or, upon FORM
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6 City’s discovery thereof, against any City Party that City believes in good faith is covered by any indemnification given by Developer under this License) 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 License 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.
d. Limitations of Liability. It is understood and agreed that no City Party shall be personally liable to Developer, nor shall any direct or indirect partners, members or shareholders of Developer or its 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 License by City or Developer or for any amount that may become due to Developer or City or any obligations under the terms of this License; provided, that the foregoing shall not release obligations of a person or entity 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.
e. No Mechanics’ Liens. Developer shall not permit any mechanics’ or other liens to be levied against the License Area or the Property for any labor or material furnished to Developer or claimed to have been furnished to Developer or to one or more Subpermittees in connection with the Interim Use, and Developer shall hold the City free and harmless from any and all Losses connected with or arising from any such lien or the Interim Use. If such liens are asserted, then within thirty (30) days after its occurrence, Developer shall, in its discretion, remove said liens or post a surety bond to release the Property from any mechanic’s liens recorded against it. Said bond shall be issued by a surety qualified to do business in California and shall be in an amount prescribed by law.

5. Hazardous Substance Acknowledgement and Indemnification:
a. Hazardous Substance Indemnification.
i. In addition to, and without limiting, the Indemnifications set forth in Section 4, Developer 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:

FORM
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7 1. Developer’s breach of any obligation under this License with respect to Hazardous Substances (as defined below);

2. Developer’s violation of any obligation under this License with respect to its compliance with Environmental Laws on or relative to the License Area;

3. Any Release (as defined below) or threatened Release of a Hazardous Substance, or any condition of pollution, contamination or Hazardous Substancerelated nuisance on, under or from real property at the License Area (including any Improvements) to the extent the Release, threatened Release, condition, contamination or nuisance was caused, contributed to, or exacerbated by Developer on any portion of the License Area; provided, that Developer’s indemnity obligation as set forth in this clause 5(a)(i) shall not apply to the extent such Losses were caused, contributed to or exacerbated by (x) a City Party or (y) an environmental condition on the Property that existed prior to the Effective Date.

Developer’s obligations under Section 5.a, and its indemnities contained elsewhere in this License, shall: (1) apply regardless of the availability or amount of insurance proceeds; and (2) survive the expiration or other termination of this License. However, if it is reasonable to assert that a claim for Indemnification under 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 Developer in asserting a claim or claims under such insurance policy but without waiving any of its rights of indemnity under Section 5.a. Developer 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 determined to fall, within the indemnification provision of Section 5.a, even if the allegations are or may be groundless, false or fraudulent. Developer’s obligation to defend under Section 5.a shall arise at the time such claim is tendered to Developer 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 Developer, such City Party will not seek indemnification from Developer under 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) Developer pays any self-insured retention amount required under the policy, (ii) Developer pays such City Party’s costs and expenses (including attorneys’ fees and expenses) of pursuing such claim, (iii) Developer agrees to a tolling of any and all statutes of limitation relating to such City Party’s right to seek indemnification under 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 Developer.
b. Hazardous Substance Acknowledgement: Developer recognizes that, in entering upon the License Area and performing the Interim Use under this License, its employees, invitees, and Subpermittees may be working with, or be exposed to substances or conditions that are toxic or otherwise hazardous. Developer acknowledges that the City is relying on the Developer to take all appropriate precautions to avoid such risks to its employees, invitees, and Subpermittees. Developer agrees that it is assuming full responsibility for evaluating the significance of such risks, implementing appropriate safety precautions for its employees, invitees, and Subpermittees and making the decision on how FORM
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8 (and whether) to enter upon the License Area and carry out the Interim Use, with due regard to such risks and appropriate safety precautions.
c. Proper Disposal of Hazardous Substances: Developer assumes sole responsibility for managing, removing and properly disposing of any waste produced during or in connection with Developer’s entry and/or Interim Use of the License 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 Developer’s activities hereunder. d. Hazardous Substances: For purposes of this License, 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 License, 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.
f. Release: For purposes of this License, 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 License includes any soils investigations, then Developer 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 FORM
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9 of said drilling operations be refilled (and compacted to the extent necessary) to the level of the original surface penetrated by the drilling.
(2) During the term of this License, 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 License Area. Developer has the sole responsibility to locate the same and to protect the same from damage. Developer shall be solely responsible for any damage to utilities resulting from Developer’s Interim Use or damage resulting from any utilities damaged as a result of Developer’s Interim Use.
(3) All soils test data and reports prepared based thereon, obtained from these activities shall be provided to the City upon written 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 if left on the License Area.

6. Insurance: Developer shall procure and maintain, or cause to be procured and maintained, insurance coverages for the duration of the License, including any extensions, consisting of the types and coverage amounts required under Exhibit “B”. The cost of such insurance shall be borne by the Developer or any Subpermittees. With the exception of Workers’ Compensation and Employer’s Liability insurance, the City shall be named as an additional insured under the insurance policies.
a. No Limitation on Indemnities. Developer’s compliance with the provisions of this Section shall in no way relieve or decrease Developer’s indemnification obligations herein or any of Developer’s other obligations or liabilities under this License; provided, however, if a City Party is a named insured on an insurance policy obtained by Developer, such City Party will not seek indemnification from Developer under this License 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) Developer pays any self-insured retention amount required under the policy, (ii) Developer pays such City Party’s costs and expenses (including attorneys’ fees and expenses) of pursuing such claim, (iii) Developer agrees to a tolling of any and all statutes of limitation relating to such City Party’s right to seek indemnification under this License, and (iv) nothing in this sentence requires any City Party to pursue a claim for insurance through litigation prior to seeking indemnification from Developer.
b. Lapse of Insurance. Notwithstanding anything to the contrary in this License, if any required insurance coverage hereunder lapses, then City may, by written notice to Developer, elect in City’s sole and absolute discretion to terminate this License following the expiration of the notice and cure period(s) set forth in Section 17(c).

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10 c. Developer’s Personal Property. Developer shall be responsible, at its expense, for separately insuring Developer’s equipment and personal property. d. Subpermittee: Developer shall include all Subpermittees as insureds under its policies or shall require each Subpermittee to furnish separate insurance certificates and endorsements. All coverages for Subpermittees shall be subject to all the requirements stated herein, unless City gives written approval for alternative coverage based upon Subpermittee’s scope of work in its reasonable discretion and following Developer’s written request.

7. “As Is”, Maintenance, Restoration, Vacating:
a. The License Area is accepted “AS IS” and entry upon the License Area by Developer is an acknowledgment by Developer that all dangerous places and defects in said License Area are known to it and are to be made secure and kept in such secure condition by Developer during the term of this License.
b. Developer shall be responsible for the maintenance and care of the Improvements until City accepts them in the Required Delivery Condition. City shall exercise no control over the Improvements until so accepted by City. Any use by any person of the Improvements, or any portion thereof, shall be at the sole and exclusive risk of the Developer at all times prior to City’s acceptance of the Improvements. Developer shall maintain all the Improvements in a state of good repair until they are completed by Developer in accordance with this License and accepted by City. City shall not be responsible or liable for any damages or injury of any nature in any way related to or caused by the Improvements or their condition prior to the City’s acceptance in the Required Delivery Condition.
c. If the Improvements are delivered to City in the Required Delivery Condition in accordance with this License, the City shall accept the Improvements. The City Manager or designee is authorized to accept the Improvements on the City’s behalf, provided that notwithstanding anything to the contrary in this License, any City acceptance of the Improvements is solely for purposes of City’s intended use and shall not in any way waive any defects of the Improvements, any warranties set forth in this License or the ongoing repair obligations set forth in clause (d) below. Upon acceptance of the Improvements by City, Developer shall file with the Santa Clara County Recorder’s Office a notice of completion for the accepted Improvements in accordance with California Civil Code Section 9200 et seq.
d. After the City’s acceptance of the Improvements in the Required Delivery Condition, City shall be responsible for the maintenance and care of the Parking Structure as City deems necessary, provided that Developer shall remain responsible, at its sole cost and expense, to repair any defects in the Improvements as set forth in Section 17(d) below.

The foregoing repair obligation of Developer set forth in this clause (d) shall survive termination of this License for the Warranty Period set forth in this License. i. A pre-construction facility condition assessment of the Parking Structure documenting its existing conditions is attached hereto as Exhibit “E” (the FORM
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11 “Existing Condition Assessment”). Prior to commencement of construction, the City and Developer shall do a joint site walk through every portion of the Parking Structure that may be affected by the Improvements, and Developer shall document conditions with highresolution photographs and videos. Any concrete cracks identified by either party shall be documented and measured by Developer, and any such cracks shall be periodically measured during construction of the Improvements. Upon completion of construction, the Developer shall prepare a post-construction facility condition assessment of the Parking Structure to document its then-current conditions as compared with the Existing Condition Assessment (the “Post-Construction Condition Assessment”) and identify any damage that may have occurred during the Interim Use, including a comparison in size of any identified concrete cracks. The Developer shall deliver the Post-Construction Condition Assessment to the City for its review and approval, which shall not be unreasonably withheld, conditioned, or delayed; provided, however, that the Developer’s remedy of any damage caused as a result of the Interim Use and City’s acceptance of the Post-Construction Condition Assessment shall be preconditions to the City’s acceptance of the Improvements. ii. During the Warranty Period, the City may compare the Parking Structure’s then-current condition to the Parking Structure’s condition as documented in the Post-Construction Condition Assessment, and if City determines that there is any damage to the Property or Parking Structure resulting from or arising out of the Interim Use or the construction of the Improvements beyond reasonable wear and tear, then City may notify Developer of the same in writing and Developer shall replace or repair any such damage to the Property or the Parking Structure resulting from or arising out of the Interim Use or the construction of the Improvements in accordance with the current ordinances, resolutions, regulations, codes, standards, or other requirements of City at no cost or expense to the City.

Such obligation extends to the condition of the Parking Structure and is not limited to the Improvements. Such obligation shall survive termination of this License for the Warranty Period.
e. Upon termination of the License, Developer shall vacate the License Area and remove any and all personal property located thereon and restore the License Area to its condition at the time of entry except for the Improvements. The City shall have the right without notice to dispose of any property left by Developer after it has vacated the License Area.
f. The City makes no representations or warranties, express or implied, with respect to the environmental condition of the License 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 License Area.

8. Compliance With Laws:
a. Compliance with all Laws: All activities and operations of the Developer and/or its invitees, Subpermittees and employees and all authorized entries, under FORM
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12 this License shall be performed in a safe and reasonable manner and in compliance with Applicable Laws.
b. Nondiscrimination: The Developer 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 License Area.

9. Security of License Area, Parking Structure Access, and TMOP:
a. Developer shall be required to secure the License Area during the Interim Use to protect against accidents on the Property or intrusion into the portions of the License Area where Developer is engaged in the Interim Use, and locations of such security measures shall be indicated on the Approved Improvement Plans. b. Prior to issuance of the Approved Improvement Plans, Developer shall be required to prepare and submit to the City, for the City’s review and approval, a “Parking Structure Access Plan” that addresses how the public will access the License Area (other than the Permitted Closure License Area) and safely navigate the Parking Garage’s interior during the Term of this License. The Parking Structure Access Plan shall identify signage, fencing, safety barriers, and/ or other temporary installations that are required to maintain public safety while allowing reasonable public access to the Parking Structure during the Term.
c. Developer shall comply with that certain Memorandum from Hexagon Transportation Consultants, Inc, dated May 20, 2019, re Levi’s Stadium Traffic Handling during Phase 1 City Place Construction in Santa Clara, California implementing the 2017 Transportation Management and Operations Plan (the “TMOP”) and the TMOP itself. d. At least fourteen (14) days in advance of closing any portion of the Parking Structure or License Area, to the public, and at least thirty (30) days in advance of closing the entire Parking Structure to the public, the Developer shall provide written notice to the City of the anticipated closure and receive the City’s written approval prior to taking any action with the License Area to effectuate such a closure, which approval may be approved or denied in the City’s discretion, such discretion not to be unreasonably withheld, conditioned or delayed. Within five (5) business days following receipt of Developer’s written closure request, the City shall provide written feedback to the Developer approving the closure or explaining why the closure is not allowable at that time. If the Developer’s request is denied, the Developer shall be permitted to resubmit a new request for closure for the City’s consideration, and the City shall provide written feedback to the Developer approving the closure or explaining why the closure is not allowable at that time within five (5) business days following receipt of Developer’s resubmittal. The City Manager or his or her designee shall be the authorized agent to review and act on the Developer’s closure requests on behalf of the City.

FORM
To be Finalized Subject to Further Negotiation
13 e. Developer shall maintain all temporary safety installations in good condition and, during the term of this License through the expiration of the Warranty Period, Developer shall repair any damage caused by Developer or resulting from the Interim Use.

During the term of the License, the Developer shall be solely responsible for keeping the License 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. Termination:
a. Termination Upon Completion. Upon City’s final acceptance of the Improvements, this License shall terminate except for those obligations of Developer that survive the termination of this License.
b. Early Termination. If Developer shall be in breach of any of its obligations under this License, City shall have the right to terminate this License if such breach has not been cured following the expiration of the notice and cure periods set forth in Section 17(c) below. Developer acknowledges that this License gives Developer a license only and notwithstanding anything to the contrary in this License, this License does not constitute a grant by City of any ownership, leasehold, easement or other similar property interest or estate whatsoever in the License Area, or any portion thereof. In the event of termination due to a breach by Developer 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 in equity shall be cumulative and not exclusive.

11. Entry under Developer Authority: The License granted to Developer for the Interim Use as defined in Section 2 shall mean and include all Subpermittees, agents and employees of the Developer. In this regard, Developer assumes all responsibility for the safety of all persons and property placed in the License Area pursuant to this License. All Interim Uses performed in the License Area and all persons entering the License 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 Developer.

12. Signs: Except for construction signs, temporary directional, safety or warning signs (including those signs required by Section 2(g)), or any other signs approved by City, Developer shall not place, erect or maintain any sign, advertisement, banner or similar object on the License Area. Developer shall be responsible for erecting and maintaining signs in accordance with the TMOP, the Approved Improvement Plans, and the Parking Structure Access Plan.

13. No Assignment: This License is personal to Developer and it may not be assigned or otherwise transferred, either in whole or in part without the written consent of the City.

14. Governing Law: This License shall be governed by and interpreted under the laws of the State of California.

FORM
To be Finalized Subject to Further Negotiation
14 15. Attorneys’ Fees: In any action or proceeding arising out of this License, the prevailing party shall be entitled to reasonable attorneys’ fees and costs.

16. Business Day: “Business Day” means any day that is not a Saturday, Sunday or day observed as a holiday by the City, the State of California, or the federal government.

17. Supplementary Provisions:
a. Security. Notwithstanding anything to the contrary in the DDA, the requirements for adequate security for Secured Phase Improvements as specified in DDA Section 28.3 shall not be applicable to the Improvements. Prior to the issuance of any building or encroachment permit for the Improvements, Developer shall provide a completion guaranty from a guarantor for the City’s benefit, substantially in the form of that certain Guaranty Agreement (Completion) attached to the DDA.
b. No Encumbrances. Notwithstanding anything to the contrary in this License, any financing agreements, or any other agreements executed by the Developer, Developer acknowledges and agrees that (i) Developer has no right whatsoever to encumber either the Property, the License Area, or the Improvements for any financing obtained by the Developer to construct the Improvements, and (ii) the Property and the Improvements are not, nor shall they be, encumbered by Developer for any purpose. c. Default; Notice; Remedies.
i. Default Notice. If either Party is in default or violation of any obligation, term, or condition of this License, the non-defaulting party shall give Notice (defined below) to the defaulting party of such default or violation and the defaulting party shall remedy the default or violation. The non-defaulting shall not be permitted to exercise its remedies hereunder so long as the defaulting party promptly commences to cure the default and diligently pursues such cure to completion; provided, however, if Developer’s default or violation constitutes an immediate threat to the public health, safety, or welfare, whether City provides Notice or not, Developer shall immediately and substantially commence the required remedy within twenty-four (24) hours following Developer’s actual knowledge of such immediate threat and thereafter diligently pursue such work to completion within thirty (30) days following its occurrence, provided that if such default or violation is of a nature that reasonably requires additional time to complete the remedy; the Developer shall complete such remedy as soon as reasonably possible.
ii. Negotiations Between Designated Representatives. In the event of a default by a Party that is not remedied in accordance with Paragraph i. of this Section 16.c, Developer and City agree to promptly negotiate in good faith to resolve any such outstanding default arising under this License (“Dispute”). The Party raising the Dispute shall give written notice to the other Party of such Dispute. In the event of a Dispute, within five (5) business days after the other Party’s receipt of written notice, the Parties agree to meet through their Designated Representatives (as defined below) in good faith in an attempt to resolve the Dispute FORM
To be Finalized Subject to Further Negotiation
15 through informal negotiations. The Designated Representatives shall record the date of the Parties’ first in-person meeting. The “Designated Representatives” for the Parties are as follows: the City Manager (or authorized designee) for City and Steve Eimer (or authorized designee) for Developer. If the Parties are unable to resolve the Dispute within thirty (30) business days from the date of said first in-person meeting, the Parties shall proceed to the dispute resolution method in Paragraph iii. Any Dispute resolutions that would amend the License shall be set forth in writing and shall be approved by the governing bodies of the Parties.
iii. Mediation. The Parties agree in the event any Dispute is not resolved after commencement of good faith negotiations under Paragraph ii., the Dispute shall be submitted to a formal mediation process prior to commencing an action or City exercising its remedies under this License. The mediation shall be convened within forty-five (45) business days of the first meeting of the Designated Representatives and shall conclude within sixty (60) business days of the first meeting of said Designated Representatives. The costs of the mediation shall be shared equally by the Parties. The Parties agree to mediation using thencurrent mediation procedures of JAMS or its successor. iv. Litigation. Any Dispute that remains unresolved after participation in the foregoing Dispute resolution procedures in Paragraphs ii. and iii. (or Developer’s failure to complete and deliver the Improvements by the Delivery Date) may be submitted to litigation in the main branch of the Santa Clara County Superior Court or shall permit either Party to terminate this License upon written notice to the other Party and exercise its remedies at law or in equity (without any further notice requirements). d. Warranty and Guaranty. Developer hereby warrants and guarantees the Improvements against any defective work or labor done, or defective materials furnished in the performance of this License, for ten (10) calendar years commencing on the date of the City’s final acceptance of the Improvements (such period, the “Warranty Period”). During the Warranty Period, Developer shall repair, replace, or reconstruct any defective or otherwise unsatisfactory portion of the Improvements, in accordance with the current ordinances, resolutions, regulations, codes, standards, or other requirements of City. All repairs, replacements, or reconstruction during the Warranty Period shall be at the sole cost, expense, and liability of Developer. As to any portions of the Improvements that have been repaired, replaced, or reconstructed during the Warranty Period, Developer hereby agree to extend the applicable warranties for an additional ten (10) calendar year period following City’s acceptance of the repaired, replaced, or reconstructed portion of the Improvements (such extended period shall be considered a part of the Warranty Period, if applicable). Nothing herein shall relieve Developer from any other liability it may have under federal, state, or local law to repair, replace, or reconstruct any portion of the Improvements following expiration of the Warranty Period. Developer’s warranty obligation under this section shall survive the expiration or termination of this License for the Warranty Period. Nothing in this paragraph limits the City’s rights under this License with respect to latent defects, gross mistakes, or fraud, and City specifically reserves all rights related to defective work, FORM
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16 including but not limited to defect claims pursuant to California Code of Civil Procedure section 337.15.

18. Notices: Whenever this License permits or requires that a notice, demand, request, consent or approval or other communication be given by a Party (each, a “Notice”), and whenever either Party desires to give or serve a Notice, such Notice must be in writing and shall not be effective for any purpose unless it is in writing and given or served as follows: (a) by personal delivery (including by same day commercial courier or messenger service) with receipt acknowledged or (b) by reputable, national overnight delivery service (with confirmatory receipt therefor), next business day delivery specified, in each case to the Parties at their addresses set forth on Exhibit “D” attached hereto and incorporated herein.

A Party may change the address(es) to which any Notice is to be delivered to such Party by furnishing ten (10) days’ written Notice of such change(s) to the other Party in accordance with the provisions of this Section 18. The attorney for a Party may send Notices on that Party’s behalf. Every Notice shall be deemed to have been given or served if given by personal delivery or overnight delivery service, upon delivery thereof, regardless of the timing of receipt of any confirmatory copy, in each case with failure to accept delivery to constitute delivery for such purpose and with inability to deliver because of changed address of which no Notice was given under this Section 18 to constitute delivery for such purpose (provided, that, the sending Party shall use good faith efforts to deliver to any other address of the intended recipient known to the sending Party).

19. Force Majeure: If a Party experiencing Force Majeure (defined below) has (i) provided written notice to the other Party within ten (10) business days after the notifying Party acquires knowledge of such Force Majeure and of when the notifying Party anticipates such Force Majeure will end and (ii) taken reasonable steps during the existence of the Force Majeure to mitigate the effects of the Force Majeure, the time for performance of an obligation under this License (excluding the payment of any monetary obligations hereunder) shall be extended by an amount equal to the length of time that the Force Majeure is in effect. “Force Majeure” means any delay suffered by a Party in performing an obligation, exercising a right or meeting a deadline under this License to the extent such delay is caused by any of the following: war; acts of terrorism; insurrection; strikes or lock-outs not caused by, or outside the reasonable control of, the Party claiming an extension; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation not caused by, or outside the reasonable control of, the Party claiming an extension; governmental restrictions or priority; environmental conditions existing or discovered on or affecting the Property, Parking Structure or any portion thereof, including those resulting from the investigation or remediation of such conditions; litigation that enjoins construction or other work on the Property, Parking Structure or any portion thereof, causes a lender to refuse to fund a loan or to accelerate payment on a loan, or would cause a reasonably prudent developer either to forbear from commencing construction or other work on the Property, Parking Structure or any portion thereof or to suspend construction or other work; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor or supplier; moratorium, as defined in California Government Code Section 66452.6(f); the inability to obtain on a timely basis other approvals required for commencement and completion of the Improvements (assuming that Developer is using commercially reasonable efforts to obtain such approvals); and actions or inquiries by a Governmental Authority that results in a delay. Nothing in this Section shall require the City FORM
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17 to issue any certificate of occupancy for Buildings within Phase I until after Developer has completed the Improvements to City’s satisfaction, the City has accepted the Improvements, and the City has issued a final Certificate of Completion for the Improvements, regardless of the occurrence of a Force Majeure event or any extension of time to perform the obligations under this License.
[Signature Pages Follow.]
FORM
To be Finalized Subject to Further Negotiation
[Signature Page to License Agreement Granting Temporary Right of Entry to Certain Real Property] IN WITNESS WHEREOF, the parties hereto have duly executed this instrument in triplicate as of the ________ day of ____________, 2022.

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

Name:

Title:

FORM
To be Finalized Subject to Further Negotiation
[Signature Page to License Agreement Granting Temporary Right of Entry to Certain Real Property]

CITY OF SANTA CLARA, CALIFORNIA,
a chartered California municipal corporation
By:

Name:

City Manager
APPROVED AS TO FORM:

By:

Name:

City Attorney
FORM
To be Finalized Subject to Further Negotiation
A-1
Exhibit “A”

PERMITTED CLOSURE LICENSE AREA
[Related to propose diagram of Property and portions of the Parking Structure where work and laydown/staging will occur]
FORM
To be Finalized Subject to Further Negotiation
B-2
Exhibit “B”

INSURANCE REQUIREMENTS
Developer shall purchase and maintain the insurance policies set forth below on all of its operations under this License at its/their sole cost and expense. Such policies shall be maintained for the full term of this License and the related Warranty Period (if applicable).

For purposes of the insurance policies required under this License, 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.

Exact structure and layering of the coverage shall be left to the discretion of Developer and such minimum limits may be maintained through any combination of primary and excess policies; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form.
b. 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 FORM
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B-3
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:

1. Workers’ Compensation insurance as required by the laws of the State of California; and

2. Employer’s Liability insurance with coverage amounts not less than one million ($1,000,000) dollars each accident/Bodily Injury (herein “BI”); one million ($1,000,000) dollars policy limit BI by disease; and, one million ($1,000,000) dollars each employee BI by disease.
d. POLLUTION LIABILITY
In the event that this contract involves hazardous or regulated wastes and/or hazardous or regulated materials, Contractor and/or its subcontractors shall provide a Contractor’s Pollution Liability Insurance policy with coverage limits not less than five million dollars ($5,000,000) each claim per occurrence and not less than ten million dollars ($10,000,000) in aggregate. All activities contemplated in this License shall be specifically scheduled on the policy as “covered operations.” Any deductible must be declared to and approved by City. Such policy shall cover, at a minimum, liability for bodily injury, damage to and loss of use of property, and clean—up costs arising from sudden, accidental and gradual pollution and remediation in connection with the Work under this License. Contractor shall have the City, Council, officers, employees and volunteers added as additional insureds under this policy. The following provisions shall apply:

1. The policy shall provide coverage for the hauling of waste from the project site to the final disposal location, including non-owned disposal sites.

2. Products/completed operations coverage shall extend a minimum of 3 years after project completion.

3. Coverage shall be included on behalf of the insured for covered claims arising out of the actions of independent contractors.

4. If the insured is using subcontractors the Policy must include work performed “by or on behalf’ of the insured.

5. Policy shall contain no language that would invalidate or remove the insurer’s duty to defend or indemnify for claims or suits expressly excluded from coverage.

Policy shall specifically provide for a duty to defend on the part of the insurer.

FORM
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B-4

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 License. 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 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 covering the License Area, 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).

4. ABSENCE OF INSURANCE COVERAGE.

City may direct Developer to immediately cease all activities with respect to this License 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 License. Any delays or expense due to stopping of work caused by Developer and any change of insurance as a result thereof shall be considered Developer’s delay and expense, subject to Force Majeure. At the City’s discretion, under conditions of lapse, City may upon five (5) days prior written notice to Developer, purchase appropriate insurance and charge all costs related to such policy to Developer.

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B-5

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 License, and annually thereafter at least ten (10) days prior to termination of existing coverage for the term of this License. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by this License 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.

Developer or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this License. Upon City’s request, Developer shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this License, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this License shall be emailed to:

Email address: [email protected]
Or, can be mailed to:

City of Santa Clara, Department of Public Works
c/o Insurance Data Services — Insurance Compliance
P.O. Box 100085 — S2
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
FORM
To be Finalized Subject to Further Negotiation
C-1
Exhibit “C”
CERTIFICATE REGARDING WORKERS’ COMPENSATION
Labor Code Section 3700
“Every employer except the state shall secure the payment of compensation in one or more of the following ways:
(A) By being insured against liability to pay compensation in one or more insurers duly authorized to write compensation insurance in this state. (B) By securing from the Director of Industrial Relations a certificate of consent to self-insure, either as an individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self-insure and to pay any compensation that may become due to his or her employees.”
I am aware of the provisions of Section 3700 of the Labor Code which require every employee to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of the code, and I will comply with such provisions before commencing the performance of the work of this contract.

Contractor:

By:

Its:

In accordance with Article 5 (commencing at Section 1860), Chapter 1, Part 7, Division 2 of the Labor Code, the above certificate must be signed and filed with the awarding body prior to performing any work under the contract.

FORM
To be Finalized Subject to Further Negotiation
D-1
Exhibit “D”

NOTICE ADDRESSES
If to City:

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

City of Santa Clara
1500 Warburton Avenue
Santa Clara, California 95050
Attn: City Attorney
If to Developer:

Related Santa Clara, LLC
5201 Great America Parkway, Suite 532
Santa Clara, CA 95054
Attn: Jennifer Jiang
With a copy to:

Gibson, Dunn & Crutcher LLP
555 Mission Street
San Francisco, California 94105
Attn: Allison H. Kidd
FORM
To be Finalized Subject to Further Negotiation
E-1
Exhibit “E”
Existing Condition Assessment
See Attached
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-987 Agenda Date: 12/13/2022

REPORT TO COUNCIL

SUBJECT
Action on Agreements for Professional Services for the Benton Bicycle Lanes, De La Cruz Boulevard Class IV Bikeway, Monroe Street Class II Buffered Bikeway, and Walsh Avenue Class IV Bikeway Projects and Related Budget Amendments

COUNCIL PILLAR
Deliver and Enhance High-Quality Efficient Services and Infrastructure

BACKGROUND
On September 1, 2020, Council approved a budget amendment for the Benton Bicycle Lanes Project that includes study and implementation of bicycle improvements on Benton Street between Dunford Way and Lincoln Street (Attachment 1).

On October 19, 2021, Council approved a budget amendment and authorized the City Manager to execute agreements with the Santa Clara Valley Transportation Authority (VTA) for 2016 Measure B Bicycle/Pedestrian Planning Studies funding for the De La Cruz Boulevard Class IV Bikeway, Monroe Street Class II Buffered Bikeway, and Walsh Avenue Class IV Bikeway projects. The De La Cruz Boulevard Class IV Bikeway Project will study De La Cruz Boulevard between Central Expressway and Reed Street and Coleman Avenue between Reed Street and the City limit for potential bicycle improvements (Attachment 2). The Monroe Street Class II Buffered Bikeway Project will study Monroe Street between Lawrence Expressway and San Tomas Expressway (Attachment 3). The Walsh Avenue Class IV Bikeway Project will study Walsh Avenue between Bowers Avenue and Lafayette Street and Martin Avenue between Lafayette Street and De La Cruz Boulevard (Attachment 4).

The goal of these four projects is to study how to implement new bicycle lanes to enhance bicyclist safety and mobility, as was recommended within the City’s Bicycle Plan. These corridors do not have sufficient roadway space to accommodate new bicycle facilities; therefore, roadway reconfiguration options must be studied that may include parking restrictions or lane reductions. Funds will be needed to hire a consultant to complete public outreach, perform parking and traffic analyses, and develop conceptual design options.

It should be noted that while the Benton Bicycle Lanes Project has funding for the bicycle study, design, and construction, the De La Cruz Boulevard Class IV Bikeway, Monroe Street Class II Buffered Bikeway, and Walsh Avenue Class IV Bikeway Projects are bicycle studies only and do not include design and construction funding. If Council selects a preferred concept for the Benton Bicycle Lanes Project, staff will proceed with the engineering design and construction phases. If the Council selects preferred concepts for the De La Cruz Boulevard Class IV Bikeway, Monroe Street Class II Buffered Bikeway, and Walsh Avenue Class IV Bikeway Projects, staff will need to explore potential City of Santa Clara Page 1 of 6 Printed on 12/5/2022
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22-987 Agenda Date: 12/13/2022
grant sources to fund the design and construction for these corridors.

DISCUSSION
Pursuant to City Code Section 2.105.330, a formal Statement of Qualifications (SOQ) was conducted as the solicitation method for this procurement, with the final award recommendation based on “best value.” The SOQ was structured so that proposals could be submitted for four different projects.

Proposers had to submit proposals for one project or multiple projects. The projects were broken out as follows:

Project 1: De La Cruz Boulevard Class IV Bikeway
Project 2: Walsh Avenue Class IV Bikeway
Project 3: Monroe Street Class II Buffered Bikeway, and Project 4: Benton Bicycle Lanes.

The factors considered in the evaluation of each proposal were experience/qualifications of firm, experience/qualifications of key personnel, project approach/workplan, schedule, completion date, and cost.

The SOQ for professional services for bike planning projects was published on the City’s eprocurement platform. A total of 44 companies viewed the SOQ, and proposals were received from the following firms for each project:

Project 1: De La Cruz Boulevard Class IV Bikeway
· Kimley-Horn and Associates, Inc. (Kimley-Horn)
Project 2: Walsh Avenue Class IV Bikeway and Project 3: Monroe Street Class II Buffered Bikeway · Alta Planning + Design, Inc. (Alta)
· TJKM Transportation Consultants (TJKM)
Project 4: Benton Bicycle Lanes
· Alta Planning + Design, Inc. (Alta)
Project 1: De La Cruz Boulevard Class IV Bikeway Project The City received one proposal for this project from Kimley-Horn, which was thoroughly reviewed and evaluated by staff who determined that their proposal satisfied the RFP requirements. The City elected to conduct a Best and Final Offer (BAFO) to memorialize clarifications and provide a final opportunity for Kimley-Horn to revise their cost proposal.

Staff recommends awarding the agreement for Project 1 to Kimley-Horn for having submitted the sole responsive proposal.

Project 2: Walsh Avenue Class IV Bikeway Project & Project 3: Monroe Street Class II Buffered Bikeway Project
The City received two proposals from Alta and TJKM and both firms submitted for Project 2 and 3.

Proposals were evaluated by a three-member evaluation team comprised of representation from the Department of Public Works. The City elected to conduct a BAFO to memorialize clarifications and provide a final opportunity for both proposers revise their cost proposals for both projects.

Staff recommends awarding the agreement for Project 2 to TJKM for submitting the best value proposal for Project 2 and the agreement for Project 3 to Alta for submitting the best value proposal City of Santa Clara Page 2 of 6 Printed on 12/5/2022
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22-987 Agenda Date: 12/13/2022
for Project 3.

Project 4: Benton Bicycle Lanes Project
The City received one proposal for this project from Alta, which was thoroughly reviewed and evaluated by staff who determined that their proposal satisfied the RFP requirements. The City elected to conduct a Best and Final Offer (BAFO) to memorialize clarifications and provide a final opportunity for Alta to revise their cost proposal.

Staff recommends awarding the agreement for Project 4 to Alta for having submitted the sole responsive proposal.

Summary
All three proposers recommended for award demonstrated a wide range of experience in providing public outreach and traffic analyses services. In addition, their staffing and project workplan were thorough and comprehensive and the proposed team has completed similar services for the City on past projects. Table 1 summarizes staff’s recommendations for the four bicycle study corridors.

Table 1: Recommendations
Bicycle Study Corridor Project Recommended Firm
De La Cruz Boulevard Class IV Bikeway Project (Project 1) Kimley-Horn Walsh Avenue Class IV Bikeway Project (Project 2) TJKM
Monroe Street Class II Buffered Bikeway Project (Project 3) Alta Benton Bicycle Lanes Project (Project 4) Alta
Under the proposed agreements (Attachments 5, 6, and 7), each firm will provide services including project management, extensive public outreach, review of existing conditions, parking and traffic analyses, development of conceptual design options, and preparing a final report for the projects.

Each report will identify options for possible bicycle improvements to expand the existing network, complete network gaps, provide greater connectivity to public transportation, increase mobility, and encourage the public to choose more sustainable modes of transportation. The agreements have an initial term of three-years during which compensation is fixed and will be paid on an hourly basis with not-to-exceed limits. In the event a project is not completed during the initial term, staff is recommending the Council authorize the City Manager to extend the term of the agreement.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(a) as it has no potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment.

FISCAL IMPACT
The proposed agreements for the projects are for various not-to-exceed amounts that include basic services plus a 10 percent contingency for any potential additional services (Table 2).

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Table 2: Agreement Amounts
Firm Project Total not-to-exceed
amount
Kimley-Horn De La Cruz Boulevard Class
IV Bikeway Project (Project
1)
$250,083
TJKM Walsh Avenue Class IV
Bikeway Project (Project 2)
$301,708
Alta Monroe Street Class II
Buffered Bikeway Project
(Project 3)
$263,700
Alta Benton Bicycle Lanes
Project (Project 4)
$285,669
The City negotiated to receive a Best and Final Offer from each firm to obtain the recommended notto-exceed amounts, however these amounts exceed the approved budgets for three of the four projects. Project 1 exceeds the approved budget by $50,083, Project 2 exceeds the approved budget by $51,708 and Project 3 exceeds the approved budget by $63,700. Staff recommends increasing the budgets for three of the four projects to meet the not-to-exceed amounts.

The recommended budget action allocates additional funding to the De La Cruz Boulevard Class IV Bikeway, Walsh Avenue Class IV Bikeway, and Monroe Street Class II Buffered Bikeway Projects from the Pedestrian and Bicycle Enhancement Facilities Project. These projects will complete studies needed to add bicycle lanes and the Pedestrian and Bicycle Enhancement Facilities project is intended to provide City local match funds for grant funded projects that enhance pedestrian and bicycle facilities.

Budget Amendment
FY 2022/23
Current Increase/
(Decrease)
Revised
Streets and Highways Capital
Fund (533)
Expenditures
Pedestrian and Bicycle
Enhancement Facilities Project
(1220)
$1,502,124 ($165,491) $1,336,633
De La Cruz Boulevard Class IV
Bikeway Study Project (1275)
$200,000 $50,083 $250,083
Walsh Avenue Class IV Bikeway
Study Project (1277)
$250,000 $51,708 $301,708
Monroe Street Class II Buffered
Bike Lane Study Project (1276)
$200,000 $63,700 $263,700
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COORDINATION
This report has been coordinated with the Finance Department and the City Attorney’s Office.

RECOMMENDATION

1. Authorize the City Manager to negotiate and execute an agreement with Alta Planning + Design, Inc. to provide professional bike planning services for the Benton Bicycle Lanes project for a maximum compensation of $285,669 and for the Monroe Street Class II Buffered Bikeway project for a maximum compensation of $263,700 for an initial three-year term with a total maximum compensation not-to-exceed $549,369;

2. Authorize the City Manager to negotiate and execute an agreement with Kimley-Horn and Associates, Inc. to provide professional bike planning services for the De La Cruz Boulevard Class IV Bikeway project for an initial three-year term with maximum compensation not-to-exceed $250,083;

3. Authorize the City Manager to negotiate and execute an agreement with TJKM Transportation Consultants to provide professional bike planning services for the Walsh Avenue Class IV Bikeway project for an initial three-year term with maximum compensation not-to-exceed $301,708;

4. Authorize the City Manager to make modifications to all three agreements, if necessary and to extend the term; and

5. Consistent with City Charter Section 1305, “At any meeting after the adoption of the budget, the City Council may amend or supplement the budget by motion adopted by the affirmative votes of at least five members so as to authorize the transfer of unused balances appropriated for one purpose to another purpose, or to appropriate available revenue not included in the budget,” approve the FY 2022/23 budget amendment in the Streets and Highways Capital Fund to increase the De La Cruz Boulevard Class IV Bikeway Study Project by $50,083, increase the Walsh Avenue Class IV Bikeway Study Project by $51,708, increase the Monroe Street Class II Buffered Bike Lane Study Project by $63,700, and decrease the Pedestrian and Bicycle Enhancement Facilities Project by $165,491.

Reviewed by: Craig Mobeck, Director of Public Works
Approved by: Rajeev Batra, City Manager

ATTACHMENTS

1. Benton Bicycle Lanes Project Map

2. De La Cruz Boulevard Class IV Bikeway Project Map

3. Monroe Street Class II Buffered Bikeway Project Map

4. Walsh Avenue Class IV Bikeway Project Map

5. Agreement with Alta Planning + Design, Inc. for the Benton Bicycle Lanes project and Monroe Street Class II Buffered Bikeway project

6. Agreement with Kimley-Horn and Associates, Inc. for the De La Cruz Boulevard Class IV Bikeway project
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7. Agreement with TJKM Transportation Consultants for the Walsh Avenue Class IV Bikeway project City of Santa Clara Page 6 of 6 Printed on 12/5/2022
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Attachment 1Benton Bicycle Lanes Project Map

PROJECTLOCATION
El Camino Real
Homestead Road
Lincoln Street
Lawrence Expwy
San Tomas Expwy
Dunford Way
BENTON STREET(Dunford Way toLincoln Street)

BROKAW RD

DE LA CRUZ

BOULEVARD
(Central Expwy to
Reed Street)

PROJECT LOCATION

COLEMAN AVENUE
(Reed Street to City
Limit)

PROJECT LOCATION REED ST

LAFAYETTE ST

CENTRAL EXPWY
Attachment 2De La Cruz Boulevard Class IVBikeway Project Map

BOWERS AVE

SAN TOMAS EXPWY CALABAZAS BLVD

LAWRENCE
EXPWY

MONROE STREET
(Lawrence Expwy to
San Tomas Expwy)

PROJECT LOCATION

CHROMITE DR
Attachment 3Monroe Street Class II BufferedBikeway Project Map

SCOTT BLVD

LAFAYETTE ST

BOWERS AVE

SAN TOMAS EXPWY

WALSH AVENUE
(Bowers Ave to
Lafayette Street)

PROJECT LOCATION

CENTRAL EXPWY

DE LA CRUZ
BLVD

MARTIN AVENUE
(Lafayette Street to
De La Cruz Blvd)

PROJECT LOCATION
Attachment 4Walsh Avenue Class IV BikewayProject Map
Agreement with Alta Planning + Design, Inc. Page 1
Rev. 07-01-18
EBIX Insurance No. *S20000_____

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ALTA PLANNING + DESIGN, INC.

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Alta Planning + Design, Inc., a California corporation, (Consultant). City and Consultant may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. City desires to secure the services more fully described in this Agreement, at Exhibit A, entitled “Scope of Services”;
B. Consultant represents that it, and its subconsultants, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between City and Consultant shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:

Exhibit A1 – Scope of Services for Monroe Street Project Exhibit A2 – Scope of Services for Benton Street Project Exhibit B1 – Schedule of Fees
Exhibit B2 – Fees by Task
Exhibit C – Insurance Requirements
Agreement with Alta Planning + Design, Inc. Page 2
Rev. 07-01-18
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on December 7, 2022 and terminate on December 31, 2025.

3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Consultant shall perform those Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence.

4. WARRANTY
Consultant expressly warrants that all practices and procedures, workmanship and materials covered by this Agreement shall be fit for the purpose intended, shall be free from defect and shall conform to the specifications, requirements and instructions upon which this Agreement is based and be provided according to the Standard of Care. Consultant agrees to promptly replace or correct any incomplete, inaccurate or defective Services at no further cost to City when defects are due to the negligence, errors or omissions of Contractor. If Consultant fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Consultant for the cost incurred by City.

5. QUALIFICATIONS OF CONSULTANT- STANDARD OF CARE
Consultant represents and maintains that it has the expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Contractor’s representations regarding its skills and knowledge. Consultant shall perform such Services and duties in conformance to and consistent with the professional skill and care ordinarily provided by professionals in the same discipline practicing in the same or similar locality under the same or similar circumstances during the same period of time (Standard of Care).

6. COMPENSATION AND PAYMENT
In consideration for Contractor’s complete performance of Services, City shall pay Consultant for all materials provided and Services rendered by Consultant in accordance with Exhibit B, entitled “SCHEDULE OF FEES.” The maximum Agreement with Alta Planning + Design, Inc. Page 3
Rev. 07-01-18
compensation of this Agreement is Five Hundred Forty-Nine Thousand Three Hundred Sixty-Nine ($549,369), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor’s expense. Consultant shall not be entitled to any payment above the maximum compensation under any circumstance.

7. TERMINATION
A. Termination for Convenience. City shall have the right to terminate this Agreement, without cause or penalty, by giving not less than Thirty (30) days’ prior written notice to Contractor.

B. Termination for Default. If Consultant fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Contractor.

C. Consultant may terminate this Agreement after ten (10) days’ prior written notice to City if City breaches this Agreement or fails to pay Consultant pursuant to the terms of this Agreement and City fails to cure within ten (10) business days after receipt of Consultant’s notice, or such longer period of cure as Consultant may specify in such notice.

D. Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Consultant will deliver to City all City information or material that Consultant has in its possession.

8. ASSIGNMENT AND SUBCONTRACTING
City and Consultant bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of City. Consultant shall not hire subconsultants without express written permission from City.

Consultant shall be as fully responsible to City for the acts and omissions of its subconsultants, and of persons either directly or indirectly employed by them, as Consultant is for the acts and omissions of persons directly employed by it.

9. NO THIRD PARTY BENEFICIARY
This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.

Agreement with Alta Planning + Design, Inc. Page 4
Rev. 07-01-18

10. INDEPENDENT CONTRACTOR
Consultant and all person(s) employed by or contracted with Consultant to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Consultant has full rights to manage its employees in their performance of Services under this Agreement.

11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Consultant and all other written information submitted to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant and shall not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Consultant which is otherwise known to Consultant or becomes generally known to the related industry shall be deemed confidential.

12. OWNERSHIP OF MATERIAL
All material, which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, designs, technology, programming, works of authorship and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of City but Consultant may retain and use copies thereof. City shall not be limited in any way or at any time in its use of said material. However, Consultant shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties.

13. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Consultant for the purpose of verifying any and all charges made by Consultant in connection with Consultant compensation under this Agreement, including termination of Contractor. Consultant agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City. Consultant shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.

Consultant shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Consultant Agreement with Alta Planning + Design, Inc. Page 5
Rev. 07-01-18
agrees to assist City in meeting City’s reporting requirements to the State and other agencies with respect to Contractor’s Services hereunder.

B. Consultant’s obligation to protect, defend, indemnify, and hold harmless in full City and City’s employees, shall specifically extend to any and all employment-related claims of any type brought by employees, contractors, subconsultants or other agents of Consultant, against City (either alone, or jointly with Consultant), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.

C. To the extent Consultant is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act (“Act”) and/or any other similar federal or state law, Consultant warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless City for any penalties, fines, adverse rulings, or tax payments associated with Contractor’s responsibilities under the Act.

15. INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth in Exhibit C, Consultant shall provide and maintain in full force and effect, at no cost to City, insurance policies as set forth in Exhibit C.

16. WAIVER
Consultant agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City’s review, acceptance nor payments for any of the Services required under this Agreement shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

Agreement with Alta Planning + Design, Inc. Page 6
Rev. 07-01-18

17. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:

City of Santa Clara
Attention: Department of Public Works – Traffic Division 1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected]
And to Consultant addressed as follows:

Alta Planning + Design, Inc.
*Address of Contractor
and by e-mail at *_______________@XXX
The workday the e-mail was sent shall control the date notice was deemed given.

An e-mail transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.

18. COMPLIANCE WITH LAWS
Consultant shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to “The Code of the City of Santa Clara, California” (“SCCC”). In particular, Contractor’s attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Consultant has read and agrees to comply with City’s Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).

19. CONFLICTS OF INTEREST
Consultant certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Consultant and that no person associated with Consultant has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Consultant is familiar with the provisions of California Government Code section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Consultant will advise City if a conflict arises.

20. FAIR EMPLOYMENT
Consultant shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, Agreement with Alta Planning + Design, Inc. Page 7
Rev. 07-01-18
ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.

21. NO USE OF CITY NAME OR EMBLEM
Consultant shall not use City’s name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.

22. GOVERNING LAW AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.

23. SEVERABILITY CLAUSE
In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.

24. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties to this Agreement.

25. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.

Agreement with Alta Planning + Design, Inc. Page 8
Rev. 07-01-18
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated:

Office of the City Attorney
City of Santa Clara
Rajeev Batra
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”
ALTA PLANNING + DESIGN, INC.
a California corporation
Dated:

By (Signature):

Name:

Title:

Principal Place of
Business Address:

Email Address:

Telephone: ( )
Fax: ( )
“CONSULTANT”
Agreement with Alta Planning + Design, Inc./Exhibit A1-Scope of Services for Monroe Street Project

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Rev. 07-01-18
EXHIBIT A1

SCOPE OF SERVICES FOR MONROE STREET PROJECT
The Services to be performed for the City by the Consultant under this Agreement for the Monroe Street Project are set forth below.

1. GENERAL

1.1. Consultant will provide professional bicycle facility planning services for the Monroe Street Project (Project 3).

Project Corridor Study
Roadway From To Bike Facility
Type
Lane
Removal
Parking
Removal
Project 3
Monroe St Lawrence
Expwy
San Tomas
Expwy Class IIB X X

2. Task 1 - Project Initiation: Refer to the table below for tasks and deliverables for Task 1 Consultant will be responsible for.

Task # Task Description Task Activities
1 Project Initiation/Management

1.1 Project Kick-Off Meeting
Upon receipt of a written “Authorization to Proceed” from the City, Consultant will hold a kick-off meeting with City staff to review project scope, schedule, and critical path with the City staff project team.

1.2 Project Management
Conduct bi-weekly project team meetings to ensure good
communication on upcoming tasks and to make sure the
project remains on time and within budget. Monthly
progress reports and invoices will be sent by the
Consultant to the City Project Manager. See Exhibit B1
herein for invoice requirements.

Task 1 Deliverables
Task # Deliverables

1.1 Meeting agenda and minutes

1.2 Biweekly meeting agenda, minutes, and action items
I I I
I I I
Agreement with Alta Planning + Design, Inc./Exhibit A1-Scope of Services for Monroe Street Project

Page 2 ends

Rev. 07-01-18

3. Task 2 - Outreach Strategy and Implementation: Refer to the table below for tasks and deliverables for Task 2 Consultant will be responsible for.

Task # Task Description Task Activities
2 Outreach Strategy and Implementation
(All meetings will be publicly noticed to ensure maximum attendance. All public notices must be in English, Chinese, and Spanish - the three primary languages spoken at home in Santa Clara. Translators and sign language interpreters will be present at all meetings if requested)

2.1 Project
Promotion/Website
- Create content to be placed on a project website that will be hosted by the City to promote outreach and
education materials, document meetings, announce
public events, and provide a forum for the public to
submit comments.
- Create and monitor a project phone number and email
address for the public to submit voicemail and/or email comments. A project phone number will ensure
members of the public who do not have a smart phone,
computer, or internet access have a method for
providing comments.
- Create and produce up to ten (10) roadway signs with
project information to be placed along each project
corridor on street pole lights. The signs must be 24" x 24" printed on engineer grade reflective vinyl coated
with 1160 graffiti film and applied to 0.080-inch
aluminum.
- Create and produce four (4) sidewalk decals with
project information to be placed along each project
corridor or at nearby community destinations.

2.2 Community Surveys
Create up three (3) online community surveys to obtain
additional public input. The survey shall be used in
addition to the website, phone number, and community
outreach events and shall align with the community
meetings.

2.3 Outreach Events
- Conduct outreach at a minimum of three (3) public
events and/or pop-up events (i.e. farmer's market, Earl R. Carmichael Park and Art & Wine Festival), in order to inform the community of the project and solicit feedback from the community about the conceptual design
activities. One meeting may be a City Council Study
Session.
- Generate a list of stakeholders and host a minimum of three (3) business-focused listening sessions, to inform the community of the project and solicit feedback from
Agreement with Alta Planning + Design, Inc./Exhibit A1-Scope of Services for Monroe Street Project

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Rev. 07-01-18
Task # Task Description Task Activities
business owners, employees, and other stakeholders
about their unique needs and desires for the corridor.

One stakeholder meeting may be exchanged to present
to a City Council Study Session. As an alternative to
hosting two workshops per phase, we propose hosting
one workshop and one pop-up event per phase. The
pop-up events present an opportunity to
hear from different groups of residents and stakeholders than business listening sessions or community
workshops.

- Provide all of the materials necessary to conduct a
public meeting either in person such as poster boards
or virtual such as a PowerPoint presentation to support methods identified in the work plan.
- Assist City staff to advertise each meeting by
preparing a writeup to be submitted to the City’s
Communications Department for release through the
City of Santa Clara website, City Manager blog, and
Agreement with Alta Planning + Design, Inc./Exhibit A1-Scope of Services for Monroe Street Project

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Rev. 07-01-18
Task # Task Description Task Activities
social media channels such as Facebook, Twitter, and
Next Door.
- Develop and provide postcards to be distributed to
every address within a half-mile of the study corridor to promote participation at each meeting. Up to 1,000
postcards should be assumed for each round of
meetings.

2.5 Bicycle and Pedestrian
Advisory Committee
(BPAC) Meetings
Meet with the City’s BPAC to gather input and feedback
at four (4) BPAC meetings. The purpose of the
meetings is described below:
- Meeting #1: Introduce the project to the BPAC and
solicit feedback from members about their existing
bicycling experience on the corridor.
- Meeting #2: Present and obtain input on draft concept designs/alternatives. Member comments shall be used
to inform City staff and Council on a preferred
concept/alternative.
- Meeting #3: Present results of traffic and parking
analyses to obtain member input and identify a
preferred concept/alternative. The BPAC shall be asked
to select their preferred alternative based on the
findings of the analysis.
- Meeting #4: Present the final report to the BPAC for
adoption prior to City Council.

- Develop and provide postcards to be distributed to
every address within a half-mile of the study corridor to promote participation at the Council meeting. Up to
1,000 postcards per study corridor should be assumed.

Task 2 Deliverables
Task # Deliverables

2.1 Project website, promotion materials

2.2 Online survey results and analysis

2.3 Outreach materials and photos. PowerPoint presentation and draft staff report for City Council study session.

Agreement with Alta Planning + Design, Inc./Exhibit A1-Scope of Services for Monroe Street Project

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Rev. 07-01-18
Task # Task Description Task Activities
Task # Deliverables (continued)

2.4 Meeting agenda, materials, photos, minutes/notes, and action items:
- Draft Working Paper #1: Summary of Community Meetings #1 and #2 - Final Working Paper #1: Summary of Community Meetings #1 and #2 - Draft Working Paper #1: Summary of Community Meetings #3 and #4 - Final Working Paper #1: Summary of Community Meetings #3 and #4 - Draft Working Paper #1: Summary of Community Meetings #5 and #6 - Final Working Paper #1: Summary of Community Meetings #5 and #6

2.5 PowerPoint Presentation and BPAC Meetings and Notes - Draft Working Paper #4: Summary of BPAC Meeting #1
- Final Working Paper #4: Summary of BPAC Meeting #1
- Draft Working Paper #4: Summary of BPAC Meeting #2
- Final Working Paper #4: Summary of BPAC Meeting #2
- Draft Working Paper #4: Summary of BPAC Meeting #3
- Final Working Paper #4: Summary of BPAC Meeting #3
- Draft Working Paper #4: Summary of BPAC Meeting #4
- Final Working Paper #4: Summary of BPAC Meeting #4

2.6 PowerPoint Presentation and Draft Staff Report

4. Task 3 - Data Collection: Refer to the table below for tasks and deliverables for Task 3 Consultant will be responsible for.

Task
#
Task
Description Task Activities
3 Data Collection

3.1 Information
Gathering and
Identifying
Existing
Conditions
- City will provide and Consultant will review previous studies and plans completed within one half mile of the project corridors. These shall include traffic impact analysis reports studying intersections along the corridor.
- Conduct a site visit of the corridor to analyze existing operations. Site visits may include Consultant, City staff, City elected officials, BPAC, and selected stakeholders.

Observations may include, but not limited to.:
(a) Left turn vehicle queuing issues
(b) Bicycle facilities and bicycling experience
(c) Pedestrian crossings and right turn vehicle interaction (d) School access and circulation
- Gather background data that shall include the following:
(a) At all signalized and major unsignalized intersections along the project corridor and parallel roadways listed in the table below:

I
Agreement with Alta Planning + Design, Inc./Exhibit A1-Scope of Services for Monroe Street Project

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Task
#
Task
Description Task Activities
Roadway From To
Monroe St Lawrence Expwy San Tomas Expwy
Kifer Rd/Walsh Ave Lawrence Expwy San Tomas Expwy
Cabrillo Ave Lawrence Expwy San Tomas Expwy
El Camino Real Halford Ave San Tomas Expwy
(b) collect vehicle, bicycle, and pedestrian counts during the following times:
• Weekday: AM (7AM-9AM), Midday (1:30PM-3:30PM) and PM
(4:00PM-6:00PM) periods; and
• Saturday: Midday (11:30AM-1:30PM).
(c) Estimate a maximum of 27 study intersections for Project 3, including 23 intersections requiring data collection. Final list of study locations shall be developed in consultation with City staff. (d) At roadway segments between signalized intersections along the project corridors, collect 7-day bidirectional vehicle classification counts;
(e) At a minimum of one location per half-mile throughout the project corridor, collect 85th percentile bidirectional vehicle speeds using a radar device
(f) On one (1) weekday and one (1) Saturday, collect existing travel times by driving five roundtrips on each project corridor using a GPS device and the floating car travel time
methodology. Data shall be collected during the same time periods as the intersection count data collection.
- Collision: City staff will the Crossroads collision data for study corridors and parallel roadways for the past six (6) years.

Consultant will create public facing maps showing locations along the project corridor and parallel roadways broken down by collision type (vehicle, bicycle, pedestrian). This collision data and maps shall be used to identify locations for bicycling improvements and support design elements within the
concepts/alternatives.
- Parking: For project corridors with on-street parking, Consultant shall collect parking occupancy data for four (4) days (Tuesday, Wednesday, Thursday, and Saturday) on both sides of the street during the 7AM-9AM, 11AM-2PM and 11PM2AM time periods. During these periods, parking counts will be collected every half hour for every block along the corridor and 500 feet of each cross street. Create public facing maps showing parking occupancy along the project corridor. The maps must be created for two specific time periods (i.e. Midday and overnight) for each scenario.

Agreement with Alta Planning + Design, Inc./Exhibit A1-Scope of Services for Monroe Street Project

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Task
#
Task
Description Task Activities
- Collect bicycle parking data to inventory existing bicycle parking opportunities and the approximate number of spaces along the corridor. This will be conducted during the site visit above.

3.2 Identify Future
Traffic Volumes
- Coordinate with City staff to select one future year forecast scenario to be developed for the Project.
- Develop future peak hour intersection traffic volumes by using an annual growth rate, the addition of project traffic from approved projects from both the City and adjoining jurisdictions or using the City’s travel demand model. If the travel demand model is used the assumption is that model outputs will be provided to Consultant at no cost and no new model runs will be required.
- Propose a methodology for determining intersection traffic volumes under a scenario with loss of travel lanes (road diet).

The methodology must demonstrate how vehicles may be
diverted from the corridor.

Task 3 Deliverables
Task # Deliverables

3.1 Attendance of Site Visit, field notes, and photos.

Data Collection (Raw Counts, Speed Surveys, Travel Times) Draft Working Paper #8: Existing Conditions, Collision Data, and Parking Study Results
Final Working Paper #8: Existing Conditions, Collision Data, and Parking Study Results
Maps of Existing Collison Data
Maps of Existing Parking Data

3.2 Future Intersection Volume Forecasts
Road Diet Volume Forecasts

5. Task 4 - Concepts/Alternatives: Refer to the table below for tasks and deliverables for Task 4 Consultant will be responsible for.

Task # Task Description Task Activities
4 Concepts/Alternatives

4.1 Develop
Concepts/Alternatives
- Consultant shall obtain the three concepts/alternatives developed by the City for this roadway width and review to ensure they are applicable to the Monroe Street
project.

Task 4 Deliverables
Task # Deliverables

4.1 Draft Concept/Alternative Graphics
Final Concept/Alternative Graphics
Agreement with Alta Planning + Design, Inc./Exhibit A1-Scope of Services for Monroe Street Project

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6. Task 5 - Corridor Analysis: Refer to the table below for tasks and deliverables for Task 5 Consultant will be responsible for.

Task # Task Description Task Activities
5 Corridor Analysis

5.1 Operational
Analysis
- Complete analyses for four scenarios: Existing no project, Future no project, Existing plus Road Diet alternatives (2 alternatives), and Future plus Road Diet alternatives (2 alternatives).
- Traffic Operations: Use Synchro or Vistro, in consultation with the City, to complete a traffic operational analysis using existing signal timings and coordination patterns. Identify the
intersection delays, levels of service, and 95th percentile queues at the study locations developed in Task 3.1. Each scenario must include the four (4) time periods, Weekday AM, Midday, PM and Saturday Midday.
• Create public facing maps to identify a level of service at all locations within the study area
- Travel Times: Estimate corridor travel times using the same software as the traffic operational analysis. Each scenario must include the four (4) time periods, Weekday AM, Midday, PM, and Saturday Midday.

5.2 Other Analyses
- Collision: Analyze collision types and calculate the estimated reduction in collisions based on real-world examples of roadway reconfigurations. Create public facing maps showing collision type (vehicle, bicycle, pedestrian) and potential reductions.
- Parking: Analyze parking impacts and calculate new
occupancies by assuming parked vehicles will relocate to adjacent side streets. Create public facing maps showing parking occupancy along the project corridor. The maps must be created for two specific time periods (i.e. Midday and overnight) for each scenario.

Task 5 Deliverables
Task # Deliverables

5.1 Draft Working Paper #9: Operational Analysis Results Final Working Paper #9: Operational Analysis Results
Maps of Levels of Service (Minimum of 8)

5.2 Draft Working Paper #10: Bicycle Level of Stress, Collision Data, and Parking Study Results
Final Working Paper #10: Bicycle Level of Stress, Collision Data, and Parking Study Results
Maps of Bicycle Level of Stress (Minimum of 3)
Maps of Collison Data (Minimum of 2)
Maps of Parking Data (Minimum of 2)
Agreement with Alta Planning + Design, Inc./Exhibit A1-Scope of Services for Monroe Street Project

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7. Task 6 - Project Report: Refer to the table below for tasks and deliverables for Task 6 Consultant will be responsible for.

Task # Task Description Task Activities
6 Project Report

6.1 Draft Project
Report
- Based on completion of prior tasks, the Consultant shall prepare a Project Report for City Staff review.

Chapters/Components that will be considered for inclusion in the Study shall include the following:
(a) Introduction and Background,
(b) Study Methodology,
(c) Existing Conditions,
(d) Outreach Process,
(e) Concepts/Alternatives,
(f) Analyses,
(g) Recommendations and Conclusion, and
(h) Implementation – Next Steps and Funding.
- Based on staff review, update the draft Project Report.

6.2 Final Project
Report
Complete the Final Study Report that addresses comments from staff. Submit to the City an electronic copy of the report in PDF and Word versions and as two (2) bound hard copies.

Task 6 Deliverables
Task # Deliverables

6.1 Draft Project Report
Updated Draft Project Report

6.2 Final Report

8. OPTIONAL TASKS
The following optional tasks are available from Consultant for this project at the City’s discretion:

8.1. Optional Task for Task 2.1: Create an interactive webmap that can be embedded within City-hosted project website. Webmap would be used during the first community engagement phase to gather existing conditions feedback. The interactive webmap allows users to leave location-specific comments and suggestions on the corridor.

8.2. Optional Task for Task 4: If City Council elects a specific concept, Consultant will create 10% level plans and cost estimate. The concept design plans will:

8.2.1. Be based on the following design guidelines for bicycle facilities: Caltrans Highway Design Manual (Chapter 1000), Caltrans Design Information Bulletin 82-06 and 89-02, California Manual on Uniform Traffic Control (CA MUTCD) latest edition, NACTO Urban Bicycle Design Guide, and Santa Clara Design Criteria and Standard Details.

8.2.2. Provide proposed geometric configuration of each corridor including designated bicycle facility, high visibility crosswalks, traffic signal upgrades, and parking locations.

8.2.3. Be developed on a Nearmap aerial imagery and will identify limits of improvements, including the channelization modifications for proposed bicycle Agreement with Alta Planning + Design, Inc./Exhibit A1-Scope of Services for Monroe Street Project

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facilities, traffic signal improvements, and dimensions needed to properly quantify and prepare a detailed probable cost estimate.

8.2.4. Show proposed and existing curb lines, striping, traffic signal improvements, and other necessary elements to implement the proposed bicycle improvements. This will include documentation of lane geometries, on-street parking, median configurations, traffic control and existing signage that may impact the implementation of the project.

8.2.5. Be prepared at a scale of 1” = 40’ scale (dual panel) and prepared in AutoCAD 2020.

8.2.6. Includes one round of comments from City staff.

8.2.7. Will be comprised of the following sheet descriptions, at a minimum:

No. Plan Desc. Scale Sheets

1. Title Sheet N/A 1

2. Typical Sections N/A 1

3. Layout Sheets 1” – 40’ (dual pan-el) 8

4. Detail Sheet N/A 1

8.2.8. Optional Task for Task 4: Consultant will prepare a Preliminary Opinion of Probable Construction Costs for the preferred 10% concept design plans. This will include itemized cost estimates for elements of the corridors, including but not limited to, traffic signal improvements, signage, and striping improvements.

The cost estimate will include quantities and unit costs with back up information as necessary.

Agreement with Alta Planning + Design, Inc./Exhibit A2-Scope of Services for Benton Street Project

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EXHIBIT A2

SCOPE OF SERVICES FOR BENTON STREET PROJECT
The Services to be performed for the City by the Consultant under this Agreement for the Benton Street Project are set forth below.

1. GENERAL

1.1. Consultant will provide professional bicycle facility planning services for the Benton Street Project (Project 4).

Project Corridor Study
Roadway From To Bike Facility
Type
Lane
Removal
Parking
Removal
Project 4
Benton St Dunford Wy Maryann Dr Class IIB X X
Benton St Maryann Dr Lincoln St Class II or IIIB X

2. Task 1 - Project Initiation: Refer to the table below for tasks and deliverables for Task 1 Consultant will be responsible for.

Task # Task Description Task Activities
1 Project Initiation/Management

Task 1 Deliverables
Task # Deliverables

1.1 Meeting agenda and minutes

1.2 Biweekly meeting agenda, minutes, and action items
I I I
I I I
I I I
Agreement with Alta Planning + Design, Inc./Exhibit A2-Scope of Services for Benton Street Project

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3. Task 2 - Outreach Strategy and Implementation: Refer to the table below for tasks and deliverables for Task 2 Consultant will be responsible for.

2.2 Community Surveys
Create up to three (3) online community surveys to
obtain additional public input. The survey shall be used in addition to the website, phone number, and
community outreach events and shall align with the
community meetings.

2.3 Outreach Events
- Conduct outreach at a minimum of three (3) public
events and/or pop-up events (i.e. farmer's market, Earl R. Carmichael Park and Art & Wine Festival), in order to inform the community of the project and solicit feedback from the community about the conceptual design
activities. One meeting may be a City Council Study
Session.
- Generate a list of potential stakeholders and host a
minimum of three (3) business-focused listening
sessions, to inform the community of the project and
solicit feedback from business owners, employees, and
other stakeholders about their unique needs and
Agreement with Alta Planning + Design, Inc./Exhibit A2-Scope of Services for Benton Street Project

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Task # Task Description Task Activities
desires for the corridor. One stakeholder meeting may
be exchanged to present to a City Council Study
Session. As an alternative to hosting two workshops per phase, we propose hosting one workshop and one popup event per phase. The pop-up events present an opportunity to hear from different groups of residents
and stakeholders than business listening sessions or
community workshops.

- Community Meetings #1 and #2: Introduction of the
project to the public and solicit feedback from the
community about their existing bicycling experience on
the corridor.
- Community Meetings #3 and #4: Present and obtain
public input on draft concept designs/alternatives at a community meeting. Public comments will be used to
inform staff and the Council on a preferred
concept/alternative.
- Community Meetings #5 and #6: Present results of
traffic and parking analyses to obtain public input and identify a preferred concept/alternative. The public will be asked to select their preferred alternative based on the findings of the analysis.

- Provide all of the materials necessary to conduct a
public meeting either in person such as poster boards
or virtual such as a PowerPoint presentation to support methods identified in the work plan.
- Assist City staff to advertise each meeting by
preparing a writeup to be submitted to the City’s
Communications Department for release through the
City of Santa Clara website, City Manager blog, and
social media channels such as Facebook, Twitter, and
Next Door.

Agreement with Alta Planning + Design, Inc./Exhibit A2-Scope of Services for Benton Street Project

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Task # Task Description Task Activities
- Develop and provide postcards to be distributed to
every address within a half-mile of the study corridor to promote participation at each meeting. Up to 1,000
postcards should be assumed for each round of
meetings.

Task 2 Deliverables
Task # Deliverables

2.1 Project website, promotion materials

2.2 Online survey results and analysis

2.3 Outreach materials and photos. PowerPoint presentation and draft staff report for City Council study session.

Agreement with Alta Planning + Design, Inc./Exhibit A2-Scope of Services for Benton Street Project

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Task # Task Description Task Activities
Deliverables (continued)

2.6 PowerPoint Presentation and Draft Staff Report

4. Task 3 - Data Collection: Refer to the table below for tasks and deliverables for Task 3 Consultant will be responsible for.

Task # Task Description Task Activities
3 Data Collection

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Agreement with Alta Planning + Design, Inc./Exhibit A2-Scope of Services for Benton Street Project

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Task # Task Description Task Activities
Roadway From To
Benton St Dunford Way Lincoln St
El Camino Real Halford Ave Lincoln St
Homestead Rd Lawrence Expwy Lincoln St
(b) collect vehicle, bicycle, and pedestrian counts during the following times:
• Weekday: AM (7AM-9AM), Midday (1:30PM-3:30PM) and PM
(4:00PM-6:00PM) periods; and
• Saturday: Midday (11:30AM-1:30PM).
(c) Estimate a maximum of 36 intersections for Project 4. Final list of study locations shall be developed in consultation with City staff.
(d) At roadway segments between signalized intersections along the project corridors, collect 7-day bidirectional vehicle classification counts;
(e) At a minimum of one location per half-mile throughout the project corridor, collect 85th percentile bidirectional vehicle speeds using a radar device
(f) On one (1) weekday and one (1) Saturday, collect existing travel times by driving five roundtrips on each project corridor using a GPS device and the floating car travel time
methodology. Data shall be collected during the same time periods as the intersection count data collection.
- Collision: City staff will provide the Crossroads collision data for study corridors and parallel roadways for the past six (6) years. Consultant will create public facing maps showing locations along the project corridor and parallel roadways broken down by collision type (vehicle, bicycle, pedestrian).

This collision data and maps shall be used to identify locations for bicycling improvements and support design elements within the concepts/alternatives.
- Parking: For project corridors with on-street parking, Consultant shall collect parking occupancy data for four (4) days (Tuesday, Wednesday, Thursday, and Saturday) on both sides of the street during the 7AM-9AM, 11AM-2PM and 11PM2AM time periods. During these periods, parking counts will be collected every half hour for every block along the corridor and 500 feet of each cross street. Create public facing maps showing parking occupancy along the project corridor. The maps must be created for two specific time periods (i.e. Midday and overnight) for each scenario.
- Bike Parking: Collect bicycle parking data to inventory existing bicycle parking opportunities and the approximate number of Agreement with Alta Planning + Design, Inc./Exhibit A2-Scope of Services for Benton Street Project

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Task # Task Description Task Activities
spaces along the corridor. This will be conducted during the site visit above.

The methodology must demonstrate how vehicles may be
diverted from the corridor.

Task 3 Deliverables
Task # Deliverables

3.1 Attendance of Site Visit, field notes, and photos.

3.2 Future Intersection Volume Forecasts
Road Diet Volume Forecasts

5. Task 4 - Concepts/Alternatives: Refer to the table below for tasks and deliverables for Task 4 Consultant will be responsible for.

Task # Task Description Task Activities
4 Concepts/Alternatives

4.1 Develop
Concepts/Alternatives
- Obtain the three concepts/alternatives developed by the City for this roadway width (64 feet wide) and review to ensure they are applicable to the Benton Street project. - For Benton Street east of Maryann Drive, the Consultant will develop up to three (3) potential concepts/alternatives based on parking occupancy data, the City’s Bicycle Plan Update 2018, identify traffic calming elements, and the City’s Neighborhood Traffic Calming Program.
• Prepare graphics such as cross sections, aerials, birds eye view of the Class IIIB concepts/alternatives for public outreach events and meetings.

Agreement with Alta Planning + Design, Inc./Exhibit A2-Scope of Services for Benton Street Project

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Task # Task Description Task Activities
Task 4 Deliverables
Task # Deliverables

4.1 Draft Concept/Alternative Graphics
Final Concept/Alternative Graphics

6. Task 5 - Corridor Analysis: Refer to the table below for tasks and deliverables for Task 5 Consultant will be responsible for.

Task # Task Description Task Activities
5 Corridor Analysis

5.1 Operational
Analysis
- Complete analyses for four scenarios: Existing no project, Future no project, Existing plus Road Diet alternatives (2 alternatives), and Future plus Road Diet alternatives (2 alternatives).
- Traffic Operations: Use Synchro or Vistro, in consultation with the City, to complete a traffic operational analysis using existing signal timings and coordination patterns. Identify the
intersection delays, levels of service, and 95th percentile queues at the study locations developed in Task 3.1. Each scenario must include the four (4) time periods, Weekday AM, Midday, PM and Saturday Midday.
• Create public facing maps to identify a level of service at all locations within the study area.
- Travel Times: Estimate corridor travel times using the same software as the traffic operational analysis. Each scenario must include the four (4) time periods, Weekday AM, Midday, PM, and Saturday midday.

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Agreement with Alta Planning + Design, Inc./Exhibit A2-Scope of Services for Benton Street Project

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Task 5 Deliverables
Task # Deliverables

5.1 Draft Working Paper #9: Operational Analysis Results Final Working Paper #9: Operational Analysis Results
Maps of Levels of Service (Minimum of 8)

7. Task 6 - Project Report: Refer to the table below for tasks and deliverables for Task 6 Consultant will be responsible for.

Task # Task Description Task Activities
6 Project Report

6.1 Draft Project
Report
- Based on completion of prior tasks, the Consultant shall prepare a Project Report for City Staff review.

Task 6 Deliverables
Task # Deliverables

6.1 Draft Project Report
Updated Draft Project Report

6.2 Final Report
Agreement with Alta Planning + Design, Inc./Exhibit A2-Scope of Services for Benton Street Project

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8. OPTIONAL TASKS
The following optional tasks are available from Consultant for this project at the City’s discretion:

8.2. Optional Task for Task 4: If City Council elects a specific concept, Consultant will create 10% level plans and cost estimate/ The concept design plans will:

8.2.2. Provide proposed geometric configuration of each corridor including designated bicycle facility, high visibility crosswalks, traffic signal upgrades, and parking locations.

8.2.3. Be developed on a Nearmap aerial imagery and will identify limits of improvements, including the channelization modifications for proposed bicycle facilities, traffic signal improvements, and dimensions needed to properly quantify and prepare a detailed probable cost estimate.

8.2.5. Be prepared at a scale of 1” = 40’ scale (dual panel) and prepared in AutoCAD 2020.

8.2.6. Include one round of comments from the City staff.

8.2.7. Be comprised of the following sheet descriptions, at a minimum:

No. Plan Desc. Scale Sheets

1. Title Sheet N/A 1

2. Typical Sections N/A 1

3. Layout Sheets 1” – 40’ (dual pan-el) 8

4. Detail Sheet N/A 1

The cost estimate will include quantities and unit costs with back up information as necessary.

Agreement with Alta Planning + Design, Inc./Exhibit B1-Schedule of Fees Page 1 Rev. 07-01-18
EXHIBIT B1

SCHEDULE OF FEES

1. MAXIMUM COMPENSATION

1.1. The maximum amount payable for all services provided under this Agreement shall not exceed Five Hundred Forty-Nine Thousand Three Hundred SixtyNine Dollars ($549,369), during the term of the Agreement. No additional services will be performed unless both Parties execute an amendment outlining the services requested and the compensation agreed for such services.

1.2. All payments are based upon City’s acceptance of Consultant’s performance of services specified in Exhibit A1, Scope of Services for Monroe Street Project and Exhibit A2, Scope of Services for Benton Street Project. City shall have no obligation to pay unless Consultant has successfully completed the work for which payment is due.

1.3. The compensation amount is specified below:

Table B1: Total Compensation

MONROE STREET PROJECT
Description Total
Task 1: Project Initiation $30,521
Task 2: Outreach Strategy and Implementation $60,026
Task 3: Data Collection $69,254
Task 4: Concepts/Alternatives $9,060
Task 5: Corridor Analysis $37,311
Task 6: Project Report $33,556
Total for All Tasks $239,728
Contingency $23,973
TOTAL FOR MONROE STREET PROJECT $263,700

BENTON STREET PROJECT
Description Total
Task 1: Project Initiation $27,884
Task 2: Outreach Strategy and Implementation $58,906
Task 3: Data Collection $86,923
Task 4: Concepts/Alternatives $14,733
Task 5: Corridor Analysis $39,542
Task 6: Project Report $31,710
Total for All Tasks $259,699
Contingency $25,970
TOTAL FOR BENTON STREET PROJECT $285,669
TOTAL MAXIMUM COMPENSATION NOT-TO-EXCEED $549,369
Agreement with Alta Planning + Design, Inc./Exhibit B1-Schedule of Fees Page 2 Rev. 07-01-18

2. FEES

2.1. All hourly rates are fixed for the Term of the Agreement.

2.2. The hourly rates for Consultant’s Personnel are listed below in Table B2:

Table B2: Hourly Rates
Title Personnel Hourly
Rate
Monroe
Street Project
Benton
Street
Project
Principal-in-Charge Jeff Knowles $247.20 X X
Project Manager Ashley Haire $254.41 X X
Outreach Lead Ben Frazier $142.14 X X
Design Lead Ryan Booth $165.83 X X
Designer Carmela Sambo $106.09 X
Designer Samantha Hernandez $106.09 X
Deputy Project
Manager Mauricio Hernandez $231.75 X
Deputy Project
Manager Cole Peiffer $165.83 X
Art Director Marguerite Schumm $155.53 X X
Web Developer Zane Taylor $190.55 X X
Engineering Lead Scott Shepard $254.41 X X
Senior Engineer Joe Paull $180.25 X X
Engineer Tareq Alzahrani $131.84 X X
Planner George Foster $131.84 X
Planner Charlie Simpson $131.84 X
GIS Lead Kim Voros $165.83 X X
Project Coordinator Kristen Clausen $100.94 X X
Senior Professional II Adam Dankberg (KimleyHorn) $330.00 X X Senior Professional I Ben Huie (Kimley-Horn) $260.00 X X Lead Engineer Colin Ogilvie (KimleyHorn) $200.00 X X
Analyst II Isabella Li (Kimley-Horn) $150.00 X X
Support Staff Mandy Costello (KimleyHorn) $140.00 X X

2.3. The City will pay the Consultant for each task based on the task breakdown specified in Exhibit B2.

3. INVOICING REQUIREMENTS

3.1. Consultant must provide separate invoices for each project. For example, the City should only receive items on a invoice for the Monroe Street Project.

3.2. Consultant shall invoice the City on a monthly basis for services performed by Consultant during the preceding month and provide the invoice in a format

I I I I
Agreement with Alta Planning + Design, Inc./Exhibit B1-Schedule of Fees Page 3 Rev. 07-01-18
approved by the City, including but not limited to the information listed under Section 3.3 below.

3.3. City shall pay Consultant within thirty (30) days of City’s receipt of an approved invoice.

3.4. Invoices shall include, at a minimum, the following:

3.4.1. Identify the task services were provided for;

3.4.2. Description of work performed;

3.4.3. Deliverables completed;

3.4.4. Amount for services provided by task; and

3.4.5. The not-to-exceed amount for the task, invoiced amount to date, amount for the current invoice, and remaining not-to-exceed amount for the task.

4. OPTIONAL TASKS FOR MONROE STREET PROJECT

4.1. The following optional tasks are available from Consultant at the City’s discretion for the following fee:

DESCRIPTION HOURS TOTAL
Interactive Webmap $8,218.11
- Principal-in-Charge (Jeff Knowles) 1
- Project Manager (Ashley Haire) 1 $6,218.11
- Web Developer (Zane Taylor) 30
- Other Direct Costs N/A $2,000.00
Develop Conceptual Design and Cost Estimates $21,541.42 - Principal-in-Charge (Jeff Knowles) 2

- Project Manager (Ashley Haire) 4
- Engineering Lead (Scott Shepard) 8
- Senior Engineer (Joe Paull) 34
- Engineer (Tareq Alzahrani) 90

5. OPTIONAL TASKS FOR BENTON STREET PROJECT

5.1. The following optional tasks are available from Consultant at the City’s discretion for the following fee:

DESCRIPTION HOURS TOTAL
- Principal-in-Charge (Jeff Knowles) 2

- Project Manager (Ashley Haire) 4
- Engineering Lead (Scott Shepard) 12
- Senior Engineer (Joe Paull) 58
- Engineer (Tareq Alzahrani) 128
Agreement with Alta Planning + Design, Inc./Exhibit B2-Fees by Task Page 1 Rev. 07-01-18
EXHIBIT B2

FEES BY TASK

1. MONROE STREET PROJECT
TASK # DESCRIPTION BUDGETED
HOURS Total
1 PROJECT INITIATION

1.1 Project Kick-Off Meeting $2,947.86

- Principal-in-Charge (Jeff Knowles) 2
- Project Manager (Ashley Haire) 6
- Deputy Project Manager (Mauricio
Hernandez) 4

1.2 Project Management $27,573.10

- Principal-in-Charge (Jeff Knowles) 10

- Project Manager (Ashley Haire) 50
- Deputy Project Manager (Mauricio
Hernandez) 36
- Project Coordinator (Kristen Clausen) 40
TOTAL FOR TASK 1 148 $30,520.96
2 OUTREACH STRATEGY AND IMPLEMENTATION

2.1 Project Promotion/Website $20,707.24

- Principal-in-Charge (Jeff Knowles) 2
$13,707.24
- Project Manager (Ashley Haire) 4
- Outreach Lead (Ben Frazier) 24
- Deputy Project Manager (Mauricio
Hernandez) 4
- Art Director (Marguerite Schumm) 20
- Planner (George Foster) 36
- Other Direct Costs
$500 for eight sidewalk decals
$2500 for signs
$500 for project email and phone
$3400 for postcards
N/A $7,000.00

2.2 Community Surveys $2,356.64

- Principal-in-Charge (Jeff Knowles) 1
- Project Manager (Ashley Haire) 1
- Outreach Lead (Ben Frazier) 4
- Deputy Project Manager (Mauricio
Hernandez) 1
- Planner (George Foster) 8
Agreement with Alta Planning + Design, Inc./Exhibit B2-Fees by Task Page 2 Rev. 07-01-18
TASK # DESCRIPTION BUDGETED
HOURS Total

2.3 Outreach Events $12,409.44

- Principal-in-Charge (Jeff Knowles) 2

- Project Manager (Ashley Haire) 4
- Outreach Lead (Ben Frazier) 20
- Deputy Project Manager (Mauricio
Hernandez) 12
- Planner (George Foster) 40

2.4 Community Meetings $13,970.92

- Principal-in-Charge (Jeff Knowles) 4

- Project Manager (Ashley Haire) 12
- Outreach Lead (Ben Frazier) 24
- Art Director (Marguerite Schumm) 8
- Planner (George Foster) 40

2.5 BPAC Meetings $7,325.36

- Principal-in-Charge (Jeff Knowles) 4
- Project Manager (Ashley Haire) 8
- Outreach Lead (Ben Frazier) 8
- Planner (George Foster) 24

2.6 City Council Adoption $3,256.86

- Principal-in-Charge (Jeff Knowles) 2

- Project Manager (Ashley Haire) 4
- Outreach Lead (Ben Frazier) 2
- Art Director (Marguerite Schumm) 6
- Planner (George Foster) 4
TOTAL FOR TASK 2 333 $60,026.46
3 DATA COLLECTION

3.1 Information Gathering and Identifying Existing Conditions $54,613.58 - Principal-in-Charge (Jeff Knowles) 1
$24,913.58
- Project Manager (Ashley Haire) 6
- Planner (George Foster) 20
- GIS Lead (Kim Voros) 64
- Senior Professional II (Adam Dankberg) 2
- Senior Professional I (Ben Huie) 8
- Lead Engineer (Colin Ogilvie) 16
- Analyst II (Isabella Li) 17
- Support Staff (Mandy Costello) 10
- Other Direct Costs N/A $29,700.00

3.2 Identify Future Traffic Volumes $14,640.00
- Senior Professional II (Adam Dankberg) 2
Agreement with Alta Planning + Design, Inc./Exhibit B2-Fees by Task Page 3 Rev. 07-01-18
TASK # DESCRIPTION BUDGETED
HOURS Total
- Senior Professional I (Ben Huie) 8
- Lead Engineer (Colin Ogilvie) 16
- Analyst II (Isabella Li) 58
TOTAL FOR TASK 3 228 $69,253.58
4 CONCEPTS/ALTERNATIVES

4.1 Develop Concepts/Alternatives $9,059.88

- Principal-in-Charge (Jeff Knowles) 1
- Project Manager (Ashley Haire) 4
- Design Lead (Ryan Booth) 14
- Designer (Samantha Hernandez) 40
- Engineering Lead (Scott Shepard) 2
- Senior Engineer (Joe Paull) 4
TOTAL FOR TASK 4 65 $9,059.88
5 CORRIDOR ANALYSIS

5.1 Operational Analysis $27,513.66
- Principal-in-Charge (Jeff Knowles) 1

- Project Manager (Ashley Haire) 6
- Senior Professional II (Adam Dankberg) 4
- Senior Professional I (Ben Huie) 9
- Lead Engineer (Colin Ogilvie) 18
- Analyst II (Isabella Li) 112
- Support Staff (Mandy Costello) 12

5.2 Other Analysis $9,797.36
- Planner (George Foster) 24 - GIS Lead (Kim Voros) 40
TOTAL FOR TASK 5 226 $37,311.02
6 PROJECT REPORT

6.1 Draft Project Report $23,109.32

- Principal-in-Charge (Jeff Knowles) 4

- Project Manager (Ashley Haire) 16
- Outreach Lead (Ben Frazier) 12
- Design Lead (Ryan Booth) 8
- Deputy Project Manager (Mauricio
Hernandez) 16
- Art Director (Marguerite Schumm) 24
- Planner (George Foster) 40
- GIS Lead (Kim Voros) 4
- Senior Professional I (Ben Huie) 4
Agreement with Alta Planning + Design, Inc./Exhibit B2-Fees by Task Page 4 Rev. 07-01-18
TASK # DESCRIPTION BUDGETED
HOURS Total
- Analyst II (Isabella Li) 4

6.2 Final Project Report $10,446.26

- Principal-in-Charge (Jeff Knowles) 2

- Project Manager (Ashley Haire) 10
- Outreach Lead (Ben Frazier) 8
- Design Lead (Ryan Booth) 4
- Deputy Project Manager (Mauricio
Hernandez) 12
- Art Director (Marguerite Schumm) 8
- Planner (George Foster) 12
TOTAL FOR TASK 6 188 $33,555.58
TOTAL FOR ALL TASKS $239,727.48

2. BENTON STREET PROJECT
TASK # DESCRIPTION BUDGETED HOURS Total
1 PROJECT INITIATION

1.1 Project Kick-Off Meeting $2,684.18

- Principal-in-Charge (Jeff Knowles) 2
- Project Manager (Ashley Haire) 6
- Deputy Project Manager (Cole Peiffer) 4

1.2 Project Management $25,199.98

- Principal-in-Charge (Jeff Knowles) 10
- Project Manager (Ashley Haire) 50
- Deputy Project Manager (Cole Peiffer) 36
- Project Coordinator (Kristen Clausen) 40
TOTAL FOR TASK 1 148 $27,884.16
2 OUTREACH STRATEGY AND IMPLEMENTATION

2.1 Project Promotion/Website $20,443.56

- Principal-in-Charge (Jeff Knowles) 2
$13,443.56
- Project Manager (Ashley Haire) 4
- Outreach Lead (Ben Frazier) 24
- Deputy Project Manager (Cole Peiffer) 4
- Art Director (Marguerite Schumm) 20
- Planner (Charlie Simpson) 36
Agreement with Alta Planning + Design, Inc./Exhibit B2-Fees by Task Page 5 Rev. 07-01-18
TASK # DESCRIPTION BUDGETED HOURS Total
- Other Direct Costs
$500 for eight sidewalk decals
$2500 for signs
$500 for project email and phone
$3400 for postcards
N/A $7,000.00

2.2 Community Surveys $2,290.72

- Principal-in-Charge (Jeff Knowles) 1
- Project Manager (Ashley Haire) 1
- Outreach Lead (Ben Frazier) 4
- Deputy Project Manager (Cole Peiffer) 1
- Planner (Charlie Simpson) 8

2.3 Outreach Events $11,618.40

- Principal-in-Charge (Jeff Knowles) 2

- Project Manager (Ashley Haire) 4
- Outreach Lead (Ben Frazier) 20
- Deputy Project Manager (Cole Peiffer) 12
- Planner (Charlie Simpson) 40

2.4 Community Meetings $13,970.92

- Principal-in-Charge (Jeff Knowles) 4

- Project Manager (Ashley Haire) 12
- Outreach Lead (Ben Frazier) 24
- Art Director (Marguerite Schumm) 8
- Planner (Charlie Simpson) 40

2.5 BPAC Meetings $7,325.36

- Principal-in-Charge (Jeff Knowles) 4
- Project Manager (Ashley Haire) 8
- Outreach Lead (Ben Frazier) 8
- Planner (Charlie Simpson) 24

2.6 City Council Adoption $3,256.86

- Principal-in-Charge (Jeff Knowles) 2

- Project Manager (Ashley Haire) 4
- Outreach Lead (Ben Frazier) 2
- Art Director (Marguerite Schumm) 6
- Planner (Charlie Simpson) 4
TOTAL FOR TASK 2 333 $58,905.82
3 DATA COLLECTION

3.1 Information Gathering and Identifying Existing Conditions $70,183.44 - Principal-in-Charge (Jeff Knowles) 1
- Project Manager (Ashley Haire) 4 $24,913.58
- Deputy Project Manager (Cole Peiffer) 4
Agreement with Alta Planning + Design, Inc./Exhibit B2-Fees by Task Page 6 Rev. 07-01-18
TASK # DESCRIPTION BUDGETED HOURS Total
- Planner (Charlie Simpson) 12
- GIS Lead (Kim Voros) 40
- Senior Professional II (Adam Dankberg) 2
- Senior Professional I (Ben Huie) 8
- Lead Engineer (Colin Ogilvie) 16
- Analyst II (Isabella Li) 18
- Support Staff (Mandy Costello) 10
- Other Direct Costs N/A $50,000.00

3.2 Identify Future Traffic Volumes $16,740.00
- Senior Professional II (Adam Dankberg) 2
- Senior Professional I (Ben Huie) 8
- Lead Engineer (Colin Ogilvie) 16
- Analyst II (Isabella Li) 72
TOTAL FOR TASK 3 209 $86,923.44
4 CONCEPT/ALTERNATIVES

4.1 Develop Concepts/Alternatives $14,733.12

- Principal-in-Charge (Jeff Knowles) 1
- Project Manager (Ashley Haire) 4
- Design Lead (Ryan Booth) 28
- Designer (Carmela Sambo) 60
- Engineering Lead (Scott Shepard) 4
- Senior Engineer (Joe Paull) 8
TOTAL FOR TASK 4 105 $14,733.12
5 CORRIDOR ANALYSIS

5.1 Operational Analysis $29,744.84

- Principal-in-Charge (Jeff Knowles) 1

- Project Manager (Ashley Haire) 4
- Senior Professional II (Adam Dankberg) 4
- Senior Professional I (Ben Huie) 9
- Lead Engineer (Colin Ogilvie) 18
- Analyst II (Isabella Li) 132
- Support Staff (Mandy Costello) 12

5.2 Other Analysis $9,797.36
- Planner (Charlie Simpson) 24 - GIS Lead (Kim Voros) 40 TOTAL FOR TASK 5 244 $39,542.20
6 PROJECT REPORT

6.1 Draft Project Report $22,054.60
Agreement with Alta Planning + Design, Inc./Exhibit B2-Fees by Task Page 7 Rev. 07-01-18
TASK # DESCRIPTION BUDGETED HOURS Total

- Principal-in-Charge (Jeff Knowles) 4

- Project Manager (Ashley Haire) 16
- Outreach Lead (Ben Frazier) 12
- Design Lead (Ryan Booth) 8
- Deputy Project Manager (Cole Peiffer) 16
- Art Director (Marguerite Schumm) 24
- Planner (Charlie Simpson) 40
- GIS Lead (Kim Voros) 4
- Senior Professional I (Ben Huie) 4
- Analyst II (Isabella Li) 4

6.2 Final Project Report $9,655.22

- Principal-in-Charge (Jeff Knowles) 2

- Project Manager (Ashley Haire) 10
- Outreach Lead (Ben Frazier) 8
- Design Lead (Ryan Booth) 4
- Deputy Project Manager (Cole Peiffer) 12
- Art Director (Marguerite Schumm) 8
- Planner (Charlie Simpson) 12
TOTAL FOR TASK 6 188 $31,709.82
TOTAL FOR ALL TASKS $259,698.56
Agreement with Alta Planning + Design, Inc./Exhibit C – Insurance Requirements Page 1 Rev. 07-01-18

EXHIBIT C

INSURANCE REQUIREMENTS
Without limiting the Consultant’s indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Consultant shall provide and maintain in full force and effect during the period of performance of the Agreement and for twenty-four (24) months following acceptance by the City, at its sole cost and expense, the following insurance policies from insurance companies authorized to do business in the State of California. These policies shall be primary insurance as to the City of Santa Clara so that any other coverage held by the City shall not contribute to any loss under Consultant’s insurance. The minimum coverages, provisions and endorsements are as follows:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injury

2. Exact structure and layering of the coverage shall be left to the discretion of Consultant; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form.

3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Consultant to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a “pay on behalf” basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.

B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at Agreement with Alta Planning + Design, Inc./Exhibit C – Insurance Requirements Page 2 Rev. 07-01-18
least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.

C. WORKERS’ COMPENSATION

1. Workers’ Compensation Insurance Policy as required by statute and employer’s liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.

2. The indemnification and hold harmless obligations of Consultant included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Consultant or any subconsultant under any Workers’ Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).

3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.

D. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the Consultant. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self-retention must first be approved in writing by the City Attorney’s Office.

E. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.

1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Consultant’s work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85, or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.

2. Primary and non-contributing. Each insurance policy provided by Consultant shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution Agreement with Alta Planning + Design, Inc./Exhibit C – Insurance Requirements Page 3 Rev. 07-01-18
from, any other insurance which the indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Consultant’s insurance.

3. Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of nonrenewal.

4. Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through E of this Exhibit C, above.

F. ADDITIONAL INSURANCE RELATED PROVISIONS
Consultant and City agree as follows:

1. Consultant agrees to ensure that subconsultants, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by Consultant, provide the same minimum insurance coverage required of Consultant, except as with respect to limits. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Consultant agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subconsultants and others engaged in the project will be submitted to City for review.

2. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge Agreement with Alta Planning + Design, Inc./Exhibit C – Insurance Requirements Page 4 Rev. 07-01-18
City or Consultant for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

3. The City reserves the right to withhold payments from the Consultant in the event of material noncompliance with the insurance requirements set forth in this Agreement.

G. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Consultant, and each and every subconsultant (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Consultant shall file with the City all certificates and endorsements for the required insurance policies for City’s approval as to adequacy of the insurance protection.

H. EVIDENCE OF COMPLIANCE
Consultant or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement.

Upon City’s request, Consultant shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be emailed to:
[email protected]
Or mailed to:

EBIX Inc.

City of Santa Clara Department of Public Works
P.O. Box 100085 – S2
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
Agreement with Alta Planning + Design, Inc./Exhibit C – Insurance Requirements Page 5 Rev. 07-01-18
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for Consultant shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Agreement with Kimley-Horn and Associates, Inc. Page 1
Rev. 07-01-18
EBIX Insurance No. S200003692

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
KIMLEY-HORN AND ASSOCIATES, INC.

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Kimley-Horn and Associates, Inc., a North Carolina Corporations, (Consultant). City and Consultant may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

Exhibit A – Scope of Services
Exhibit B1 – Schedule of Fees
Exhibit B2 – Fees by Task
Exhibit C – Insurance Requirements
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, Agreement with Kimley-Horn and Associates, Inc. Page 2
Rev. 07-01-18
whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Consultant shall perform those Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence. Consultant shall not have liability for any delays, expenses, losses, damages or be deemed in breach for liabilities which are caused by any factor outside of its reasonable control, including but not limited to natural disasters, epidemics, pandemics, quarantine restrictions, adverse weather, or acts of the City, third parties, or governmental agencies.

4. WARRANTY
Consultant expressly warrants that all materials and services covered by this Agreement shall conform to the specifications, requirements and instructions upon which this Agreement is based. Consultant agrees to promptly replace or correct any incomplete, inaccurate or defective Services at no further cost to City when defects are due to the negligence, errors or omissions of Consultant. If Consultant fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Consultant for the cost incurred by City.

5. QUALIFICATIONS OF CONSULTANT - STANDARD OF CARE
Consultant represents and maintains that it is qualified in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Consultant’s representations regarding its skills and knowledge. Consultant shall perform such Services and duties in conformance to and consistent with the professional standards of firms in the same discipline in the State of California.

6. COMPENSATION AND PAYMENT
In consideration for Consultant’s complete performance of Services, City shall pay Consultant for all materials provided and Services rendered by Consultant in accordance with Exhibit B, entitled “SCHEDULE OF FEES.” The maximum compensation of this Agreement is Two Hundred Fifty Thousand Eighty-Three Dollars ($250,083), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, Agreement with Kimley-Horn and Associates, Inc. Page 3
Rev. 07-01-18
materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Consultant’s expense. Consultant shall not be entitled to any payment above the maximum compensation under any circumstance.

C. Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Consultant will deliver to City all City information or material that Consultant has in its possession.

D. The Consultant shall have the right to terminate this agreement upon ten (10) days written notice to the City upon breach by City of any of its obligations under this Agreement. In the event of termination, the Consultant shall be paid for all services performed up to the effective date of the termination and all damages, if any, resulting from the City’s breach of this Agreement.

Agreement with Kimley-Horn and Associates, Inc. Page 4
Rev. 07-01-18

10. INDEPENDENT CONSULTANT
Consultant and all person(s) employed by or contracted with Consultant to furnish labor and/or materials under this Agreement are independent Consultants and do not act as agent(s) or employee(s) of City. Consultant has full rights to manage its employees in their performance of Services under this Agreement.

13. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT
City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Consultant for the purpose of verifying any and all charges made by Consultant in connection with Consultant compensation under this Agreement, including termination of Consultant. Consultant agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City. Consultant shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.

Consultant shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Consultant Agreement with Kimley-Horn and Associates, Inc. Page 5
Rev. 07-01-18
agrees to assist City in meeting City’s reporting requirements to the State and other agencies with respect to Consultant’s Services hereunder.

14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Consultant agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney’s fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, to the extent arising out of, pertaining to, or relating to the negligence, recklessness or willful misconduct of the Consultant manner arising from the Services performed by Consultant pursuant to this Agreement – including claims of any kind by Consultant’s employees or persons contracting with Consultant to perform any portion of the Scope of Services – and shall expressly include passive negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole or active negligence or willful misconduct of City.

B. Consultant’s obligation to protect, defend, indemnify, and hold harmless in full City and City’s employees, shall specifically extend to any and all employment-related claims of any type brought by employees, Consultants, subconsultants or other agents of Consultant, against City (either alone, or jointly with Consultant), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.

16. WAIVER
Consultant agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City’s review, acceptance nor payments for any of the Services required under this Agreement Agreement with Kimley-Horn and Associates, Inc. Page 6
Rev. 07-01-18
shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

17. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:

City of Santa Clara
Attention: Department of Public Works – Traffic Division 1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected]
And to Consultant addressed as follows:

Kimley-Horn and Associates, Inc.

Attention: Kevin Aguigui
1300 Clay Street, Suite 325
Oakland, CA 94612
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

An e-mail transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.

18. COMPLIANCE WITH LAWS
Consultant shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to “The Code of the City of Santa Clara, California” (“SCCC”). In particular, Consultant’s attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Consultant has read and agrees to comply with City’s Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).

19. CONFLICTS OF INTEREST
Consultant certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Consultant and that no person associated with Consultant has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Consultant is familiar with the provisions of California Government Code section 87100 and Agreement with Kimley-Horn and Associates, Inc. Page 7
Rev. 07-01-18
following, and certifies that it does not know of any facts which would violate these code provisions. Consultant will advise City if a conflict arises.

20. FAIR EMPLOYMENT
Consultant shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.

24. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties to this Agreement.

25. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.

Agreement with Kimley-Horn and Associates, Inc. Page 8
Rev. 07-01-18
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated:

Office of the City Attorney
City of Santa Clara
Rajeev Batra
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”
KIMLEY-HORN AND ASSOCIATES, INC.

A North Carolina corporation
Dated:

By (Signature):

Name: Randy Durrenberger
Title: Principal/Sr. Vice President
Principal Place of
Business Address:
1300 Clay Street, Suite 325
Oakland, CA 94612
Email Address: [email protected]
Telephone: (510) 625-0712
Fax: N/A
“CONSULTANT”
Agreement with Kimley-Horn and Associates, Inc./Exhibit A-Scope of Services Page 1 Rev. 07-01-18

EXHIBIT A

SCOPE OF SERVICES
The Services to be performed for the City by the Consultant under this Agreement are set forth below.

1. GENERAL

1.1. Consultant will provide professional bicycle facility planning services for the De La Cruz Boulevard and Coleman Avenue Corridor (Project 1).

Project Corridor Bike Facility
Type
Study
Roadway From To Lane
Removal
Parking
Removal
Project 1
De La Cruz Blvd Central Expwy Coleman Ave Class IV (1 or 2-way) No Yes
De La Cruz Blvd Coleman Ave Lafayette
St/Alviso St TBD by study TBD TBD
Coleman Ave De La Cruz
Blvd Brokaw Rd Class II No Yes

2. Task 1 - Project Initiation: Refer to the table below for tasks and deliverables for Task 1 Consultant will be responsible for.

Task
# Task Description Task Activities
1 Project Initiation/Management

1.1 Project Kick-Off
Meeting
Upon receipt of a written “Authorization to Proceed” from the City, hold a kick-off meeting with City staff to review project scope, schedule, and critical path with the City staff project team.

1.2 Project
Management
Conduct bi-weekly project team check-in calls to ensure good communication on upcoming tasks and to make sure the
project remains on time and within budget. Document call notes, action items, and key decisions in a Sharepoint-based OneNote project tracker. Monthly progress reports and
invoices will be sent by the Consultant to the City Project Manager. See Exhibit B herein for invoice requirements.

Task 1 Deliverables
Task
# Deliverables

1.1 Meeting agenda and minutes

1.2 OneNote project tracker, monthly progress reports, and invoices Agreement with Kimley-Horn and Associates, Inc./Exhibit A-Scope of Services Page 2 Rev. 07-01-18

3. TASK 2: Outreach Strategy and Implementation: Refer to the table below for tasks and deliverables for Task 2 Consultant will be responsible for.

2.1 Project
Promotion/Website
- Create content to be placed on a project website that will be hosted by the City to promote outreach and education
materials, document meetings, announce public events, and provide a forum for the public to submit comments.
- Create and monitor a project phone number and email
address for the public to submit voicemail and/or email comments. A project phone number will ensure members of the public who do not have a smart phone, computer, or
internet access have a method for providing comments.
- Create and produce up to ten (10) roadway signs with
project information to be placed along each project corridor on street pole lights. The signs must be 24" x 24" printed on engineer grade reflective vinyl coated with 1160 graffiti film and applied to 0.080-inch aluminum.

2.2 Community
Surveys
Create up three (3) online community surveys to obtain
additional public input. The survey shall be used in addition to the website, phone number, and community outreach
events and shall align with the community meetings.

2.3 Outreach Events
Conduct outreach up to three (3) public events and/or pop-up events (i.e. farmer's market, Earl R. Carmichael Park and Art & Wine Festival), in order to inform the community of the project and solicit feedback from the community about the conceptual design alternatives. The assignment of outreach events to the three outreach rounds will be determined in coordination with the City. One event may be replaced by a City Council Study Session.

Agreement with Kimley-Horn and Associates, Inc./Exhibit A-Scope of Services Page 3 Rev. 07-01-18
Task # Task Description Task Activities

2.4 Community
Meetings
- Conduct three (3) rounds of community meetings with each round having one community meeting and one presentation at an existing community or stakeholder group (six (6) total presentations) to engage the public, solicit feedback, and report back to City staff and council on the community’s priorities. Up to two members of the Consultant’s team will attend each presentation further meeting support will be provided by City staff. Coordinating and delivering the presentation to the existing community/stakeholder group who will be responsible for selecting a date and inviting its constituents. Meetings may occur virtually of in-person, depending on the preferred format of the organization.

- Community Meetings/Presentation #1 and #2: Introduction of the project to the public and solicit feedback from the community about their existing bicycling experience on the corridor.
- Community Meetings/Presentation #3 and #4: Present and obtain public input on draft concept designs/alternatives at a community meeting. Public comments will be used to inform staff and the Council on a preferred concept/alternative .
- Community Meetings/Presentation #5 and #6: Present
results of parking analysis to obtain public input and identify a preferred concept/alternative. The public will be asked to select their preferred alternative based on the findings of the analysis.
- Provide all of the materials necessary to conduct a public meeting, such as a PowerPoint presentation to support
methods identified in the work plan.
- Assist City staff to advertise each meeting by preparing a writeup to be submitted to the City’s Communications
Department for release through the City of Santa Clara
website, City Manager blog, and social media channels such as Facebook, Twitter, and Next Door.
- Develop and provide postcards to be distributed to every address within a half-mile of the study corridor to promote participation at each meeting. Up to 1,000 postcards should be assumed for each round of meetings. City to provide the list of addresses.

Agreement with Kimley-Horn and Associates, Inc./Exhibit A-Scope of Services Page 1 Rev. 07-01-18
Task # Task Description Task Activities

2.5 Bicycle and
Pedestrian Advisory
Committee (BPAC)
Meetings
Meet with the City’s BPAC to gather input and feedback at four (4) BPAC meetings. The purpose of the meetings is
described below:
- Meeting #1: Introduce the project to the BPAC and solicit feedback from members about their existing bicycling
experience on the corridor.
- Meeting #2: Present and obtain input on draft concept designs/alternatives. Member comments shall be used to
inform City staff and Council on a preferred
concept/alternative.
- Meeting #3: Present results of parking analysis to obtain member input and identify a preferred concept/alternative.

The BPAC shall be asked to select their preferred
alternative based on the findings of the analysis.
- Meeting #4: Present the final report to the BPAC for
adoption prior to City Council.

2.6 City Council Adoption
- Assist City staff with presenting the Project Report at a City Council meeting for adoption.
- Provide all of the materials necessary to present at the Council meeting to support methods identified in the work plan.
- Assist City staff to advertise the meeting by preparing a writeup to be submitted to the City’s Communications
Department for release through City of Santa Clara
website, City Manager blog, and all of the social media channels such as Facebook, Twitter, and Next Door.
- Develop and provide postcards to be distributed to every address within a half-mile of the study corridor to promote participation at the Council meeting. Up to 1,000 postcards per study corridor should be assumed. The same address
list from Task 2.4 will be used.

Task 2 Deliverables
Task # Deliverables

2.1 Project website, promotion materials (to be provided each round)

2.2 Online survey results and analysis (to be provided with Task 2.4 Deliverable)

2.3 Outreach materials and photos. PowerPoint presentation and draft staff report for City Council study session. (to be provided in each round) Agreement with Kimley-Horn and Associates, Inc./Exhibit A-Scope of Services Page 1 Rev. 07-01-18
Task
# Deliverables

2.4 Meeting agenda, materials, photos, minutes/notes, and action items:
- Draft Working Paper #1: Summary of Community Meetings/Presentation #1 and #2 - Final Working Paper #1: Summary of Community Meetings/Presentation #1 and #2 - Draft Working Paper #1: Summary of Community Meetings/Presentation #3 and #4 - Final Working Paper #1: Summary of Community Meetings/Presentation #3 and #4 - Draft Working Paper #1: Summary of Community Meetings/Presentation #5 and #6 - Final Working Paper #1: Summary of Community Meetings/Presentation #5 and #6

2.5 - BPAC PowerPoint Presentation
- Draft Working Paper #4: Summary of BPAC Meeting #1 (to be provided with Task

2.4 Deliverable)
- Final Working Paper #4: Summary of BPAC Meeting #1 (to be provided with Task

2.4 Deliverable)
- Draft Working Paper #4: Summary of BPAC Meeting #2 (to be provided with Task

2.4 Deliverable)
- Final Working Paper #4: Summary of BPAC Meeting #2 (to be provided with Task

2.4 Deliverable)
- Draft Working Paper #4: Summary of BPAC Meeting #3 (to be provided with Task

2.4 Deliverable)
- Final Working Paper #4: Summary of BPAC Meeting #3 (to be provided with Task

2.4 Deliverable)
- Draft Working Paper #4: Summary of BPAC Meeting #4 (to be provided with Task

2.4 Deliverable)
- Final Working Paper #4: Summary of BPAC Meeting #4 (to be provided with Task

2.4 Deliverable)

2.6 PowerPoint Presentation and Draft Staff Report
Agreement with Kimley-Horn and Associates, Inc./Exhibit A-Scope of Services Page 2 Rev. 07-01-18

4. TASK 3: Data Collection: Refer to the table below for tasks and deliverables for Task 3 Consultant will be responsible for.

Task # Task Description Task Activities
3 Data Collection

3.1 Information
Gathering and
Identifying Existing
Conditions
- Review previous studies and plans completed within one half mile of the project corridors, as provided by the City. These shall include traffic impact analysis reports studying
intersections along the corridor.
- Conduct a site visit of the corridor to analyze existing operations. Site visits may include Consultant, City staff, City elected officials, BPAC, and selected stakeholders.

Observations may include:
(a) Left turn vehicle queuing issues
(b) Bicycle facilities and bicycling experience
(c) Pedestrian crossings and right turn vehicle interaction - Collision: City staff will the Crossroads collision data for study corridors and parallel roadways for the past six (6) years.

Consultant will create public facing maps showing locations along the project corridor broken down by collision type (vehicle, bicycle, pedestrian). This collision data and maps will be used to support and inform design elements within the concepts/alternatives.
- Parking: Collect parking occupancy data for seven days (Monday through Sunday) on both sides of the street during the 7AM-7PM and 11PM-2AM time periods. During these
periods, parking counts will be collected every half hour for every block along the corridor and 500 feet of each cross street. Create public facing maps showing parking occupancy along the project corridor. The maps will be created for two specific time periods (i.e. Midday and overnight).

Task 3 Deliverables
Task # Deliverables

3.1 Attendance of Site Visit, field notes, and photos.

Data Collection (Parking Counts)
Draft Working Paper #8: Existing Conditions, Collision Data, and Parking Study Results
Final Working Paper #8: Existing Conditions, Collision Data, and Parking Study Results
Maps of Existing Collison Data
Maps of Existing Parking Data
Agreement with Kimley-Horn and Associates, Inc./Exhibit A-Scope of Services Page 3 Rev. 07-01-18

5. TASK 4: Concepts/Alternatives: Refer to the table below for tasks and deliverables for Task 4 Consultant will be responsible for.

Task # Task Description Task Activities
4 Concepts/Alternatives

4.1 Develop
Concepts/Alternatives
- Develop up to three (3) project concepts/alternatives based on the identified bicycle facility listed in the project corridor table, the recommendations within the City’s
Bicycle Plan Update 2018, and the existing Conditions
Working Paper.
- Prepare graphics such as cross sections, aerials, birds eye view of the three concepts/alternatives for public
outreach events and meetings. Specific graphic
treatments will be determined in coordination with the City, commensurate with the budget available.

Task 4 Deliverables
Task # Deliverables

4.1 Draft Concept/Alternative Graphics
Final Concept/Alternative Graphics

6. TASK 5. Corridor Analysis: Refer to the table below for task and deliverable for Task 5 Consultant will be responsible for.

Task # Task Description Task Activities
5 Corridor Analysis

5.1 Corridor Analyses
- Collision: Analyze collision types and calculate the estimated reduction in collisions based on real-world examples of roadway reconfigurations. Create public facing maps showing collision type (vehicle, bicycle, pedestrian) and potential reductions.
- Parking: Analyze parking impacts and calculate new
occupancies by assuming parked vehicles will relocate to adjacent side streets. Create public facing maps showing parking occupancy along the project corridor. The maps must be created for two specific time periods (i.e. Midday and overnight) for each scenario.

Task 5 Deliverables
Task # Deliverables

5.1 Draft Working Paper #10: Bicycle Level of Stress, Collision Data, and Parking Study Results
Final Working Paper #10: Bicycle Level of Stress, Collision Data, and Parking Study Results
Maps of Bicycle Level of Stress (Minimum of 3) (to be included in Draft and Final Working Paper)
Maps of Collison Data (Minimum of 2) (to be included in Draft and Final Working Agreement with Kimley-Horn and Associates, Inc./Exhibit A-Scope of Services Page 4 Rev. 07-01-18
Paper)
Maps of Parking Data (Minimum of 2)( to be included in Draft and Final Working Paper)

7. TASK 6. Project Report: Refer to the table below for tasks and deliverables for Task 6 Consultant will be responsible for.

Task # Task Description Task Activities
6 Project Report

6.1 Draft Project
Report
- Based on completion of prior tasks, the Consultant shall prepare a Project Report for City Staff review.

Task 6 Deliverables
Task # Deliverables

6.1 Draft Project Report
Updated Draft Project Report

6.2 Final Report

8. OPTIONAL TASKS

8.1. The following optional tasks are available from Consultant for this project at the City’s discretion:

8.1.1. Optional Task A for Task 2: Create and produce four (4) sidewalk decals with project information to be placed along each project corridor or at nearby community destinations.

8.1.2. Optional Task B for Task 2: Create an interactive webmap to be used during the first community engagement phase to gather existing conditions feedback.

The interactive webmap allows users to leave location-specific comments and suggestions on the corridor. The webmap is an additional tool the public can access and use at their own time and pace to provide feedback on the corridor.

I I
Agreement with Kimley-Horn and Associates, Inc./Exhibit A-Scope of Services Page 5 Rev. 07-01-18

8.1.3. Optional Task C for Task 4: Enhanced graphics, including drone photography, renderings, and photo simulations for the concept alternatives.

8.1.4. Optional Task D for Task 4: If City Council elects a specific concept, the Consultant will create 10% level plans and cost estimate. Plans will use an engineering scale, show sign, striping, and traffic signal pole work required.

Costs estimates will include quantities for signs, striping, and traffic signal work.

8.1.5. Optional Task E for Task 5: After development and refinement of the draft concepts as part of Outreach Round 2, it may be beneficial to complete spot traffic analysis to assess the traffic effects of specific bicycle safety treatments.

Consultant will collect weekday AM, Mid-day and PM peak period (6 total hours) intersection turning movement volumes for up to five (5) intersections along the study corridor. The City will provide a growth rate to project volumes to Future no project conditions.

8.1.5.1. Traffic Operations: Consultant will use Synchro to complete a traffic operational analysis for those spot locations for Existing, Existing plus Project, Future No-Build, and Future plus Project conditions for one geometric alternative, using existing signal timings and coordination patterns. Consultant will identify the intersection delays, levels of service, and 95th percentile queues at the study locations.

Agreement with Kimley-Horn and Associates, Inc./Exhibit B1-Schedule of Fees Page 1 Rev. 07-01-18
EXHIBIT B1

SCHEDULE OF FEES

1. MAXIMUM COMPENSATION

1.1. The maximum amount payable for all services provided under this Agreement shall not exceed Two Hundred Fifty Thousand Eighty-Three Dollars ($250,083), during the term of the Agreement. No additional services will be performed unless both Parties execute an amendment outlining the services requested and the compensation agreed for such services.

1.2. All payments are based upon City’s acceptance of Consultant’s performance of services specified in Exhibit A, Scope of Services. City shall have no obligation to pay unless Consultant has successfully completed the work for which payment is due.

1.3. The compensation amount is specified below:

Table B1: Total Compensation

Description Total
Task 1: Project Initiation $28,415
Task 2: Outreach Strategy and Implementation $105,848
Task 3: Data Collection $31,380
Task 4: Concepts/Alternatives $24,960
Task 5: Corridor Analysis $12,980
Task 6: Project Report $23,765
Total for All Tasks $227,348
Contingency (Shall only be used for additional scope and requires City approval) $22,735
TOTAL MAXIMUM COMPENSATION NOT-TO-EXCEED $250,083

2. FEES

2.1. All hourly rates are fixed for the Term of the Agreement

2.2. The hourly rates for Consultant’s Personnel are listed below in Table B2:

Table B2: Hourly Rates
Title Hourly Rate
Analyst I $ 150.00
Analyst II $ 175.00
Analyst III $ 200.00
Professional I $ 215.00
Professional II $ 240.00
Agreement with Kimley-Horn and Associates, Inc./Exhibit B1-Schedule of Fees Page 2 Rev. 07-01-18
Title Hourly Rate
Project Support $ 140.00
Senior Professional I $ 260.00
Senior Professional II $ 295.00
Senior Professional III $ 330.00
Senior Project Support $ 180.00
Principal-in-Charge $ 247.20
Project Manager $ 254.41
Outreach Lead $ 142.14
Art Director $ 155.53
Planner $ 119.48

2.3. The City will pay the Consultant for each task based on the task breakdown specified in Exhibit B2.

3. INVOICING REQUIREMENTS

3.1. Consultant shall invoice the City on a monthly basis for services performed by Consultant during the preceding month and provide the invoice in a format approved by the City, including but not limited to the information listed under Section 4.3 below.

3.2. City shall pay Consultant within thirty (30) days of City’s receipt of an approved invoice.

3.3. Invoices shall include, at a minimum, the following:

3.3.1. Identify the task services were provided for;

3.3.2. Description of work performed;

3.3.3. Deliverables completed;

3.3.4. Amount for services provided by task; and

3.3.5. The not-to-exceed amount for the task, invoiced amount to date, amount for the current invoice, and remaining not-to-exceed amount for the task.

4. OPTIONAL TASKS

4.1. The following optional tasks are available from Consultant at the City’s discretion for the following fee:

OPTION DESCRIPTION HOURS Total
A Sidewalk Decals $2,623.86

- Art Director 10 $2,123.86 - Outreach Lead 4
- Other Direct Costs N/A $500.00
B Community Surveys - Interactive Webmap Survey $12,230.00 - Analyst I 24 $10,230.00
Agreement with Kimley-Horn and Associates, Inc./Exhibit B1-Schedule of Fees Page 3 Rev. 07-01-18
OPTION DESCRIPTION HOURS Total
- Analyst II 24
- Professional II 6
- Senior Professional III 3
- Other Direct Costs N/A $2,000.00
C Enhanced Visualizations $13,800.00

- Senior Project Support 64
- Professional II 4
- Senior Professional III 3
D Develop Conceptual Design and Cost Estimates $26,550.00

- Analyst I 20
- Analyst II 66
- Professional I 20
- Professional II 14
- Senior Professional II 8
- Senior Professional III 6
E Intersection Data Collection and Operational Analysis $14,270.00

- Analyst I 36
$10,420.00 - Analyst III 14
- Senior Professional I 6
- Senior Professional III 2
- Other Direct Costs N/A $3,850.00
.

Agreement with Kimley-Horn and Associates, Inc./Exhibit B2-Fees by Task Page 1 Rev. 07-01-18
EXHIBIT B2

FEES BY TASK
TASK # DESCRIPTION BUDGETED HOURS Total
1 PROJECT INITIATION

1.1 Project Kick-Off Meeting $3,180.00

- Analyst I 6
- Professional II 4
- Senior Professional III 4

1.2 Project Management $25,235.00

- Project Support 5

- Senior Project Support 20
- Analyst II 30
- Professional II 15
- Senior Professional I 5
- Senior Professional II 3
- Senior Professional III 30
TOTAL FOR TASK 1 122 $28,415.00
2 OUTREACH STRATEGY AND IMPLEMENTATION

2.1 Project Promotion/Website $18,439.68

- Planner 16
$11,989.68
- Art Director 16
- Outreach Lead 16
- Project Manager 8
- Project Support 4
- Analyst II 8
- Senior Professional III 4
- Other Direct Costs
$250 for four sidewalk decals
$2500 for signs
$500 for email/phone #
$2700 for postcards
$500 for translation
N/A $6,450.00

2.2 Community Surveys $11,355.00

- Analyst II 51
- Professional II 6
- Senior Professional III 3

2.3 Outreach Events $13,522.36

- Planner 33
- Outreach Lead 16 $13,022.36
- Project Manager 8
Agreement with Kimley-Horn and Associates, Inc./Exhibit B2-Fees by Task Page 2 Rev. 07-01-18
TASK # DESCRIPTION BUDGETED HOURS Total
- Analyst II 18
- Professional II 4
- Senior Professional III 2
- Other Direct Costs N/A $500.00

2.4 Community Meetings $42,250.32

- Planner 30
$42,100.32
- Outreach Lead 30
- Project Manager 12
- Principal-in-Charge 4
- Project Support 15
- Analyst I 68
- Analyst II 18
- Professional II 45
- Senior Professional III 12
- Other Direct Costs N/A $150.00

2.5 BPAC Meetings $13,080.00

- Analyst I 28
- Professional II 4
- Senior Professional III 24

2.6 City Council Adoption $7,200.00

- Project Support 6
$6,300.00 - Analyst I 8
- Professional II 4
- Senior Professional III 10
- Other Direct Costs: Postcards N/A $900.00
TOTAL FOR TASK 2 531 $105,847.36
3 DATA COLLECTION

3.1 Information Gathering and Identifying Existing Conditions $31,380.00

- Analyst I 44
- Analyst III 25
- Senior Professional I 6
- Senior Professional III 4
TOTAL FOR TASK 3 79 $31,380.00
4 CONCEPT/ALTERNATIVES

4.1 Develop Concepts/Alternatives $24,960.00

- Project Support 4
- Senior Project Support 30
- Analyst I 40
- Analyst II 30
Agreement with Kimley-Horn and Associates, Inc./Exhibit B2-Fees by Task Page 3 Rev. 07-01-18
TASK # DESCRIPTION BUDGETED HOURS Total
- Professional II 15
- Senior Professional II 4
- Senior Professional III 9
TOTAL FOR TASK 4 132 $24,960.00
5 CORRIDOR ANALYSIS

5.1 Other Analysis $12,980.00

- Analyst I 38
- Analyst III 22
- Senior Professional I 6
- Senior Professional III 4
TOTAL FOR TASK 5 70 $12,980.00
6 PROJECT REPORT

6.1 Draft Project Report $18,560.00
- Project Support 10
- Analyst I 46
- Analyst II 24
- Analyst III 8
- Professional II 6
- Senior Professional I 4
- Senior Professional III 6

6.2 Final Project Report $5,205.00
- Analyst I 12
- Analyst II 6
- Analyst III 2
- Professional II 2
- Senior Professional I 2
- Senior Professional II 1
- Senior Professional III 2
TOTAL FOR TASK 6 131 $23,765.00
TOTAL FOR ALL TASKS $227,347.36
Agreement with Kimley-Horn and Associates, Inc./Exhibit C – Insurance Requirements Page 4 of 28

EXHIBIT C

A. COMMERCIAL GENERAL LIABILITY INSURANCE

Agreement with Kimley-Horn and Associates, Inc./Exhibit C – Insurance Requirements Page 5 of 28 B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.

C. WORKERS’ COMPENSATION

3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.

E. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.

1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Consultant’s work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85, Agreement with Kimley-Horn and Associates, Inc./Exhibit C – Insurance Requirements Page 6 of 28 or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.

2. Primary and non-contributing. Each insurance policy provided by Consultant shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Consultant’s insurance.

F. ADDITIONAL INSURANCE RELATED PROVISIONS
Consultant and City agree as follows:

1. Consultant agrees to ensure that subconsultants, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by Consultant, provide the same minimum insurance coverage required of Consultant, except as with respect to limits. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Consultant agrees Agreement with Kimley-Horn and Associates, Inc./Exhibit C – Insurance Requirements Page 7 of 28 that upon request by City, all agreements with, and insurance compliance documents provided by, such subconsultants and others engaged in the project will be submitted to City for review.

2. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

3. The City reserves the right to withhold payments from the Consultant in the event of material noncompliance with the insurance requirements set forth in this Agreement.

EBIX Inc.

City of Santa Clara Department of Public Works
P.O. Box 100085 – S2
Duluth, GA 30096
Agreement with Kimley-Horn and Associates, Inc./Exhibit C – Insurance Requirements Page 8 of 28 Telephone number: 951-766-2280
Fax number: 770-325-0409
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for Consultant shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Agreement with TJKM Transportation Consultants Page 1
Rev. 07-01-18
EBIX Insurance No. S200000561

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

TJKM TRANSPORTATION CONSULTANTS

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and TJKM Transportation Consultants, a California corporation, (Consultant). City and Consultant may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

Exhibit A – Scope of Services
Exhibit B1 – Schedule of Fees
Exhibit B2 – Fees by Task
Exhibit C – Insurance Requirements
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, Agreement with TJKM Transportation Consultants Page 2
Rev. 07-01-18
whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Consultant shall perform those Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence.

4. WARRANTY
Consultant expressly warrants that all materials and services covered by this Agreement shall be fit for the purpose intended, shall be free from defect and shall conform to the specifications, requirements and instructions upon which this Agreement is based. Consultant agrees to promptly replace or correct any incomplete, inaccurate or defective Services at no further cost to City when defects are due to the negligence, errors or omissions of Consultant. If Consultant fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Consultant for the cost incurred by City.

5. QUALIFICATIONS OF CONSULTANT - STANDARD OF CARE
Consultant represents and maintains that it has the expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Consultant’s representations regarding its skills and knowledge. Consultant shall perform such Services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.

6. COMPENSATION AND PAYMENT
In consideration for Consultant’s complete performance of Services, City shall pay Consultant for all materials provided and Services rendered by Consultant in accordance with Exhibit B, entitled “SCHEDULE OF FEES.” The maximum compensation of this Agreement is Three Hundred One Thousand Seven Hundred Eight Dollars ($301,708), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall Agreement with TJKM Transportation Consultants Page 3
Rev. 07-01-18
be at Consultant’s expense. Consultant shall not be entitled to any payment above the maximum compensation under any circumstance.

11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed Agreement with TJKM Transportation Consultants Page 4
Rev. 07-01-18
or received by or for Consultant and all other written information submitted to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant and shall not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Consultant which is otherwise known to Consultant or becomes generally known to the related industry shall be deemed confidential.

Consultant shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Consultant agrees to assist City in meeting City’s reporting requirements to the State and other agencies with respect to Consultant’s Services hereunder.

14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Consultant agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney’s fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner Agreement with TJKM Transportation Consultants Page 5
Rev. 07-01-18
arising from, or alleged to arise in whole or in part from, or in any way connected with the Services performed by Consultant pursuant to this Agreement – including claims of any kind by Consultant’s employees or persons contracting with Consultant to perform any portion of the Scope of Services – and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.

B. Consultant’s obligation to protect, defend, indemnify, and hold harmless in full City and City’s employees, shall specifically extend to any and all employment-related claims of any type brought by employees, Consultants, subconsultants or other agents of Consultant, against City (either alone, or jointly with Consultant), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.

Agreement with TJKM Transportation Consultants Page 6
Rev. 07-01-18

17. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:

City of Santa Clara
Attention: Department of Public Works – Traffic Division 1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected]
And to Consultant addressed as follows:

TJKM Transportation Consultants
4305 Hacienda Drive, Suite 550
Pleasanton, CA 94588
And by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

An e-mail transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.

18. COMPLIANCE WITH LAWS
Consultant shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to “The Code of the City of Santa Clara, California” (“SCCC”). In particular, Consultant’s attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Consultant has read and agrees to comply with City’s Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).

Agreement with TJKM Transportation Consultants Page 7
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20. FAIR EMPLOYMENT
Consultant shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.

24. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties to this Agreement.

25. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.

Agreement with TJKM Transportation Consultants Page 8
Rev. 07-01-18
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated:

Office of the City Attorney
City of Santa Clara
Rajeev Batra
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”

TJKM TRANSPORTATION CONSULTANTS
a California corporation
Dated:

By (Signature):

Name: Nayan Amin
Title: President
Principal Place of
Business Address:
4305 Hacienda Drive, Suite 550
Pleasanton, CA 94588
Email Address: [email protected]
Telephone: (925) 463-0611
Fax: (925) 463-3690
“CONSULTANT”
Agreement with TJKM Transportation Consultants/Exhibit A-Scope of Services Page 1 Rev. 07-01-18

EXHIBIT A

SCOPE OF SERVICES
The Services to be performed for the City by the Consultant under this Agreement are set forth below.

1. GENERAL

1.1.Consultant will provide professional bicycle facility planning services for the Martin Avenue and Walsh Avenue Corridor (Project 2).

Project Corridor Study
Roadway From To Bike Facility
Type
Lane
Removal
Parking
Removal
Project 2
Martin Ave Lafayette St De La Cruz Blvd Class IV X X
Walsh Ave Bowers Ave Lafayette St Class IV X X

2. Task 1 - Project Initiation: Refer to the table below for tasks and deliverables for Task 1 Consultant will be responsible for.

Task # Task Description Task Activities
1 Project Initiation/Management

1.1 Project Kick-Off Meeting
Upon receipt of a written “Authorization to
Proceed” from the City, Consultant will hold a
kick-off meeting with City staff to review project
scope, schedule, and critical path with the City
staff project team.

1.2 Project Management
Consultant will conduct bi-weekly project team
meetings to ensure good communication on
upcoming tasks and to make sure the project
remains on time and within budget. Monthly
progress reports and invoices will be sent by
the Consultant to the City Project Manager.

See Exhibit B herein for invoice requirements.

Task 1 Deliverables
Task # Deliverables

1.1 Meeting agenda and minutes

1.2 Biweekly meeting agenda, minutes, and action items
Agreement with TJKM Transportation Consultants/Exhibit A-Scope of Services Page 2 Rev. 07-01-18

3. Task 2 – Outreach Strategy and Implementation: Refer to the table below for tasks and deliverables for Task 2 Consultant will be responsible for.

2.3 Outreach Events
- Conduct outreach at a minimum of three (3) public
events and/or pop-up events (i.e. farmer's market, Earl R. Carmichael Park and Art & Wine Festival), in order to inform the community of the project and solicit feedback from the community about the conceptual design
activities. One meeting may be a City Council Study
Session. Other events may incorporate the strategy of
Tactical Urbanism.
-For tactical urbanism events, Consultant and City will partner to share resources and provide the necessary
equipment, traffic control, and labor needed to deploy
and retrieve the materials used for the tactical urbanism event. Partnerships with community stakeholders will
also be sought and encouraged.

Agreement with TJKM Transportation Consultants/Exhibit A-Scope of Services Page 3 Rev. 07-01-18
Task # Task Description Task Activities

2.4 Community Meetings
- Conduct three (3) rounds of community meetings with
each round having two community meetings (six (6)
total community meetings) to engage the public, solicit feedback, and report back to City staff and council on
the community’s priorities. The consultant is
encouraged to identify specific outreach techniques in
the work plan to maximize public participation and hear the community’s voice. The community meetings will
either be in person or virtual based on the County
Health mandate at the time of the meetings.
- Community Meetings #1 and #2: Introduction of the
project to the public and solicit feedback from the
community about their existing bicycling experience on
the corridor.
- Community Meetings #3 and #4: Present and obtain
public input on draft concept designs/alternatives at a community meeting. Public comments will be used to
inform staff and the Council on a preferred
concept/alternative.
- Community Meetings #5 and #6: Present results of
traffic and parking analyses to obtain public input and identify a preferred concept/alternative. The public will be asked to select their preferred alternative based on the findings of the analysis.
- Provide all of the materials necessary to conduct a
public meeting either in person such as poster boards
or virtual such as a PowerPoint presentation to support methods identified in the work plan.
- Assist City staff to advertise each meeting by
preparing a writeup to be submitted to the City’s
Communications Department for release through the
City of Santa Clara website, City Manager blog, and
social media channels such as Facebook, Twitter, and
Next Door.
- Develop and provide postcards to be distributed to
every address within a half-mile of the study corridor to promote participation at each meeting. Up to 1,000
postcards should be assumed for each round of
meetings. Consultant is responsible for postage and
delivery of the postcards to the post office for mailing.

Agreement with TJKM Transportation Consultants/Exhibit A-Scope of Services Page 4 Rev. 07-01-18
Task # Task Description Task Activities

2.6 City Council Adoption
- Assist City staff with presenting the Project Report at a City Council meeting for adoption.
- Provide all of the materials necessary to present at the Council meeting to support methods identified in the
work plan.
- Assist City staff to advertise the meeting by preparing a writeup to be submitted to the City’s Communications
Department for release through City of Santa Clara
website, City Manager blog, and all of the social media channels such as Facebook, Twitter, and Next Door.
- Develop and provide postcards to be distributed to
every address within a half-mile of the study corridor to promote participation at the Council meeting. Up to
1,000 postcards per study corridor should be assumed.

Task 2 Deliverables
Task # Deliverables

2.1 Project website, promotion materials

2.2 Online survey results and analysis

2.3 Outreach materials and photos. PowerPoint presentation and draft staff report for City Council study session.

Agreement with TJKM Transportation Consultants/Exhibit A-Scope of Services Page 5 Rev. 07-01-18
Task # Task Description Task Activities

2.4 Meeting agenda, materials, photos, minutes/notes, and action items:

Planning and programming for tactical urbanism events.
- Draft Working Paper #1: Summary of Community Meetings #1 and #2 - Final Working Paper #1: Summary of Community Meetings #1 and #2 - Draft Working Paper #1: Summary of Community Meetings #3 and #4 - Final Working Paper #1: Summary of Community Meetings #3 and #4 - Draft Working Paper #1: Summary of Community Meetings #5 and #6 - Final Working Paper #1: Summary of Community Meetings #5 and #6

2.6 PowerPoint Presentation and Draft Staff Report

4. Task 3 – Data Collection: Refer to the table below for tasks and deliverables for Task 3 Consultant will be responsible for.

Task # Task
Description Task Activities
3 Data Collection

3.1 Information
Gathering
and
Identifying
Existing
Conditions
- Collect and review previous studies and plans completed within one half mile of the project corridors. These shall include traffic impact analysis reports studying intersections along the corridor. - Conduct a site visit of the corridor to analyze existing operations.

Site visits may include Consultant, City staff, City elected officials, BPAC, and selected stakeholders. Observations may include, but not limited to:
(a) Left turn vehicle queuing issues
(b) Bicycle facilities and bicycling experience
(c) Pedestrian crossings and right turn vehicle interaction (d) School access and circulation
- Gather background data that shall include the following:
(a) At all signalized and major unsignalized intersections along the project corridor and parallel roadways listed in the table below:

I
Agreement with TJKM Transportation Consultants/Exhibit A-Scope of Services Page 6 Rev. 07-01-18
Task # Task
Description Task Activities
Roadway From To
Project 2
Walsh Ave Bowers Ave Lafayette St
Martin Ave Lafayette St De La Cruz Blvd
Martin Ave Walsh Ave Lafayette St
Central Expwy Bowers Ave De La Cruz Blvd
Monroe St Bowers Ave Scott Blvd
Reed St Lafayette St De La Cruz Blvd
(b) Collect vehicle, bicycle, and pedestrian counts during the following times:
• Weekday: AM (7AM-9AM), Midday (11:30AM-3:30PM) and PM (4:00PM-6:00PM) periods; and
• Saturday: Midday (11:30AM-5:30PM).
(c) A total of 30 intersections are anticipated for data collection and observation. Final list of study locations shall be developed in consultation with City staff.
(d) At roadway segments between signalized intersections along the project corridors, collect 7-day bidirectional vehicle classification counts;
(e) At a minimum of one location per half-mile throughout the project corridor, collect 85th percentile bidirectional vehicle speeds using a radar device; and
(f) On three (3) weekdays and one (1) Saturday, collect existing travel times by driving five roundtrips on each project corridor using a GPS device and the floating car travel time methodology. Data shall be collected during the same time periods as the intersection count data collection.
- Collision: City staff will provide the Crossroads collision data for study corridors and parallel roadways for the past six (6) years.

Consultant will create public facing maps showing locations along the project corridor and parallel roadways broken down by collision type (vehicle, bicycle, pedestrian). This collision data and maps shall be used to identify locations for bicycling improvements and support design elements within the concepts/alternatives. - Parking: For project corridors with on-street parking, Consultant shall collect parking occupancy data for seven days (Monday through Sunday) on both sides of the street during the 7AM-7PM and 11PM-2AM time periods. During these periods, parking counts will be collected every half hour for every block along the corridor and 500 feet of each cross street. Streets parallel to the project corridor will not be studied. Create public facing maps showing parking occupancy along the project corridor. The maps must be Agreement with TJKM Transportation Consultants/Exhibit A-Scope of Services Page 7 Rev. 07-01-18
Task # Task
Description Task Activities
created for two specific time periods (i.e. midday and overnight) for each scenario.

3.2 Identify
Future
Traffic
Volumes
- Coordinate with City staff to select one future year forecast scenario to be developed for the Project.
- Develop future peak hour intersection traffic volumes by using an annual growth rate, the addition of project traffic from approved projects from both the City and adjoining jurisdictions or using the City’s travel demand model.
- Propose a methodology for determining intersection traffic volumes under a scenario with loss of travel lanes (road diet). The methodology must demonstrate how vehicles may be diverted from the corridor.

Task 3 Deliverables
Task # Deliverables

3.1 Attendance of Site Visit, field notes, and photos.

3.2 Future Intersection Volume Forecasts
Road Diet Volume Forecasts

5. Task 4 – Concepts/Alternatives: Refer to the table below for tasks and deliverables for Task 4 Consultant will be responsible for.

Task # Task Description Task Activities
4 Concepts/Alternatives

4.1 Develop
Concepts/Alternatives
- Consultant will obtain and review the City’s existing concepts/alternatives to stripe bicycle lanes on a 64-foot roadway and the VTA Central Bikeway Study concept to
install a bikeway on Walsh Avenue to confirm if they are applicable to this project.

Task 3 Deliverables
Task # Deliverables

4.1 Draft Concept/Alternative Graphics
Final Concept/Alternative Graphics
Agreement with TJKM Transportation Consultants/Exhibit A-Scope of Services Page 8 Rev. 07-01-18

6. Task 5 – Corridor Analysis: Refer to the table below for tasks and deliverables for Task 5 Consultant will be responsible for.

Task # Task Description Task Activities
5 Corridor Analysis

5.1 Operational
Analysis
- Complete analyses for four scenarios: Existing no project, Future no project, Existing plus Road Diet alternatives, and Future plus Road Diet alternatives.
- Traffic Operations: Use Synchro or Vistro, in consultation with the City, to complete a traffic operational analysis using existing signal timings and coordination patterns. Identify the
intersection delays, levels of service, and 95th percentile queues at the study locations developed in Task 3.1. Each scenario must include the four (4) time periods, Weekday AM, Midday, PM and Saturday Midday.
• Create public facing maps to identify a level of service at all locations within the study area
- Travel Times: Estimate corridor travel times using the same software as the traffic operational analysis. Each scenario must include the four (4) time periods, Weekday AM, Midday, PM, and Saturday Midday.

Task 5 Deliverables
Task # Deliverables

5.1 Draft Working Paper #9: Operational Analysis Results Final Working Paper #9: Operational Analysis Results
Maps of Levels of Service (Minimum of 8)

5.2 Draft Working Paper #10: Bicycle Level of Stress, Collision Data, and Parking Study Results
Final Working Paper #10: Bicycle Level of Stress, Collision Data, and Parking Study Results
Maps of Bicycle Level of Stress (Minimum of 3)
Maps of Collison Data (Minimum of 2)
Maps of Parking Data (Minimum of 2)
Agreement with TJKM Transportation Consultants/Exhibit A-Scope of Services Page 9 Rev. 07-01-18

7. Task 6 – Project Report: Refer to the table below for tasks and deliverables for Task 6 Consultant will be responsible for.

Task # Task Description Task Activities
6 Project Report

6.1 Draft Project
Report
- Based on completion of prior tasks, the Consultant shall prepare a Project Report for City Staff review.

Task 6 Deliverables
Task # Deliverables

6.1 Draft Project Report
Updated Draft Project Report

6.2 Final Report

8. OPTIONAL TASKS

8.1. The following optional tasks are available from Consultant for this project at the City’s discretion:

8.1.1. Systematic Development of Informed Consent (SDIC) Training: Bleiker Training (subconsultant of Consultant) will conduct workshops on effective community engagement and consent building with Consultant and City. Deliverable: SDIC training followed by monitoring, coaching, advising, and mentoring throughout the project.

8.1.2. Develop Conceptual Designs and Cost Estimates: If City Council selects a specific concept, the Consultant shall create 10% level plans and cost estimate:

Plans shall - use an engineering scale, show sign, striping, and traffic signal pole work required for each concept/alternative, and cost estimates which include signs, striping, and traffic signal work. Deliverables: Draft 10% Level Design and Cost Estimates and Final 10% Level Design and Cost Estimates.

Agreement with TJKM Transportation Consultants, Inc./Exhibit B1-Schedule of Fees Page 1 Rev. 07-01-18
EXHIBIT B1

SCHEDULE OF FEES

1. MAXIMUM COMPENSATION

1.1. The maximum amount payable for all services provided under this Agreement shall not exceed Three Hundred One Thousand Seven Hundred Eight Dollars ($301,708), during the term of the Agreement. No additional services will be performed unless both Parties execute an amendment outlining the services requested and the compensation agreed for such services.

1.3. The compensation amount is specified below:

Table B1: Total Compensation
Description Total
Task 1: Project Initiation $28,940
Task 2: Outreach Strategy and Implementation $54,580
Task 3: Data Collection $85,680
Task 4: Concepts/Alternatives $19,100
Task 5: Corridor Analysis $58,680
Task 6: Project Report $27,300
Total all tasks $274,280
Contingency $27,428
TOTAL MAXIMUM COMPENSATION NOT-TO-EXCEED $301,708

2. FEES

2.1. All hourly rates are fixed for the Term of the Agreement.

2.2. The hourly rates for Consultant’s Personnel are listed below in Table B2:

Table B2: Hourly Rates
Title Personnel Hourly
Rate
PIC & QA/QC Nayan Amin $ 250.00
Project Manager Ruta Jariwala $ 250.00
Task Lead Sandeep Paparaju $ 165.00
Task Lead Pranav Happa $ 180.00
Task Lead Gary Schatz $ 240.00
Agreement with TJKM Transportation Consultants, Inc./Exhibit B1-Schedule of Fees Page 2 Rev. 07-01-18
Title Personnel Hourly
Rate
Travel Demand Modeling Vamsee Modugula $ 230.00
Senior Transportation Planner Cory Peterson $ 165.00
Transportation Engineer Anna Highsmith $ 145.00
Senior Transportation Planner Mark Doty $ 165.00
Transportation Engineer Raymundo GregorioFlores $ 145.00 Transportation Planner Himangi Mutha $ 120.00
Assistant Transportation Engineer Mitra Fakhry $ 125.00 Assistant Transportation Engineer Utsav Domadia $ 125.00 Civil Lead (ActiveWAyz) Admas Zewdie $ 220.00
Community Outreach (Bleiker
Training) Jennifer Bleiker $ 320.00

2.3. The City will pay the Consultant for each task based on the task breakdown specified in Exhibit B2.

3. INVOICING REQUIREMENTS

3.2. City shall pay Consultant within thirty (30) days of City’s receipt of an approved invoice.

3.3. Invoices shall include, at a minimum, the following:

3.3.1. Identify the task services were provided for;

3.3.2. Description of work performed;

3.3.3. Deliverables completed;

3.3.4. Amount for services provided by task; and

3.3.5. The not-to-exceed amount for the task, invoiced amount to date, amount for the current invoice, and remaining not-to-exceed amount for the task.

4. OPTIONAL TASKS

4.1. The following optional tasks are available from Consultant at the City’s discretion for the following fee:

DESCRIPTION HOURS TOTAL
Systematic Development of Informed Consent (SDIC) Training $32,720.00 - Project Manager (Ruta Jariwala) 8 - Community Outreach (Jennifer Bleiker) 96 Develop Conceptual Design and Cost Estimates $26,060.00 Agreement with TJKM Transportation Consultants, Inc./Exhibit B1-Schedule of Fees Page 3 Rev. 07-01-18

DESCRIPTION HOURS TOTAL
- PIC & QA/QC (Nayan Amin) 2

- Project Manager (Ruta Jariwala) 8
- Transportation Engineer (Anna Highsmith) 40
- Transportation Engineer (Raymundo Gregorio-Flores) 80 - Civil Lead (Admas Zewdie) 28
Agreement with TJKM Transportation Consultants, Inc./Exhibit B2-Schedule of Fees Page 1 Rev. 07-01-18
EXHIBIT B2

FEES BY TASK
TASK # DESCRIPTION BUDGETED
HOURS Total
1 PROJECT INITIATON

1.1 Project Kick-Off Meeting $1,500.00
- PIC & QA/QC (Nayan Amin) 2 - Project Manager (Ruta Jariwala) 4

1.2 Project Management $27,440.00
- Project Manager (Ruta Jariwala) 108 - Civil Lead (Admas Zewdie) 2 TOTAL FOR TASK 1 116 $28,940.00
2 OUTREACH STRATEGY AND IMPLEMENTATION

2.1 Project Promotion/Website $1,460.00
- Project Manager (Ruta Jariwala) 2 $1,460.00 - Transportation Planner (Himangi Mutha) 8

2.2 Community Surverys $8,280.00

- Project Manager (Ruta Jariwala) 6
- Senior Transportation Planner (Cory Peterson) 12
- Transportation Planner (Himangi Mutha) 40

2.3 Outreach Events $14,160.00

- Project Manager (Ruta Jariwala) 12
- Senior Transportation Planner (Cory Peterson) 24
- Transportation Planner (Himangi Mutha) 60

2.4 Community Meetings $22,380.00

- PIC & QA/QC (Nayan Amin) 6
- Project Manager (Ruta Jariwala) 24
- Senior Transportation Planner (Cory Peterson) 32
- Transportation Planner (Himangi Mutha) 80

2.5 BPAC Meetings $6,300.00

- PIC & QA/QC (Nayan Amin) 4
- Project Manager (Ruta Jariwala) 8
- Senior Transportation Planner (Cory Peterson) 12
- Civil Lead (Admas Zewdie) 6

2.6 City Council Adoption $2,000.00
- Project Manager (Ruta Jariwala) 4 $1,000.00
- Other Direct Costs N/A $1,000.00
TOTAL FOR TASK 2 340 $54,580.00
3 DATA COLLECTION

3.1 Information Gathering and Identifying Existing Conditions $63,000.00 - PIC & QA/QC (Nayan Amin) 16 $4,000.00
Agreement with TJKM Transportation Consultants, Inc./Exhibit B2-Schedule of Fees Page 2 Rev. 07-01-18
TASK # DESCRIPTION BUDGETED
HOURS Total
- Other Direct Costs N/A $59,000.00

3.2 Identify Future Traffic Volumes $22,680.00
- PIC & QA/QC (Nayan Amin) 2

- Project Manager (Ruta Jariwala) 4
- Task Lead (Sandeep Paparaju) 12
- Travel Demand Modeling (Vamsee Modugula) 40
- Assistant Transportation Manager (Mitra
Fakhry) 40
- Assistant Transportation Manager (Utsav
Domadia) 40
TOTAL FOR TASK 3 154 $85,680.00
4 CONCEPT/ALTERNATIVES

4.1 Develop Concepts/Alternatives $19,100.00

- PIC & QA/QC (Nayan Amin) 4
- Project Manager (Ruta Jariwala) 12
- Transportation Engineer (Anna Highsmith) 52
- Transportation Engineer (Raymundo GregorioFlores) 40 - Civil Lead (Admas Zewdie) 8
TOTAL FOR TASK 4 116 $19,100.00
5 CORRIDOR ANALYSIS

5.1 Operational Analysis $40,300.00

- PIC & QA/QC (Nayan Amin) 4

- Project Manager (Ruta Jariwala) 24
- Task Lead (Pranav Happa) 60
- Assistant Transportation Manager (Mitra
Fakhry) 90
- Assistant Transportation Manager (Utsav
Domadia) 90

5.2 Other Analysis $18,380.00
- PIC & QA/QC (Nayan Amin) 4

- Project Manager (Ruta Jariwala) 8
- Task Lead (Pranav Happa) 16
- Assistant Transportation Manager (Mitra
Fakhry) 100
TOTAL FOR TASK 5 396 $58,680.00
6 PROJECT REPORT

6.1 Draft Project Report $18,860.00
- PIC & QA/QC (Nayan Amin) 4
Agreement with TJKM Transportation Consultants, Inc./Exhibit B2-Schedule of Fees Page 3 Rev. 07-01-18
TASK # DESCRIPTION BUDGETED
HOURS Total
- Project Manager (Ruta Jariwala) 16
- Task lead (Gart Shatz) 24
- Senior Transportation Planner (Mark Doty) 60

6.2 Final Project Report $8,440.00

- PIC & QA/QC (Nayan Amin) 2
- Project Manager (Ruta Jariwala) 8
- Task lead (Gart Shatz) 12
- Senior Transportation Planner (Mark Doty) 24
TOTAL FOR TASK 6 150 $27,300.00
TOTAL FOR ALL TASKS $274,280.00
.

Agreement with TJKM Transportation Consultants/Exhibit C- Insurance Requirements Page 1 Rev. 07-01-18

EXHIBIT C

A. COMMERCIAL GENERAL LIABILITY INSURANCE

B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at Agreement with TJKM Transportation Consultants/Exhibit C- Insurance Requirements Page 2 Rev. 07-01-18
least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.

C. WORKERS’ COMPENSATION

2. The indemnification and hold harmless obligations of Consultant included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Consultant or any subConsultant under any Workers’ Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).

3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.

E. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.

2. Primary and non-contributing. Each insurance policy provided by Consultant shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution Agreement with TJKM Transportation Consultants/Exhibit C- Insurance Requirements Page 3 Rev. 07-01-18
from, any other insurance which the indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Consultant’s insurance.

F. ADDITIONAL INSURANCE RELATED PROVISIONS
Consultant and City agree as follows:

1. Consultant agrees to ensure that subConsultants, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by Consultant, provide the same minimum insurance coverage required of Consultant, except as with respect to limits. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Consultant agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subConsultants and others engaged in the project will be submitted to City for review.

2. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge Agreement with TJKM Transportation Consultants/Exhibit C- Insurance Requirements Page 4 Rev. 07-01-18
City or Consultant for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

3. The City reserves the right to withhold payments from the Consultant in the event of material noncompliance with the insurance requirements set forth in this Agreement.

G. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Consultant, and each and every subConsultant (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Consultant shall file with the City all certificates and endorsements for the required insurance policies for City’s approval as to adequacy of the insurance protection.

EBIX Inc.

City of Santa Clara Department of Public Works
P.O. Box 100085 – S2
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
Agreement with TJKM Transportation Consultants/Exhibit C- Insurance Requirements Page 5 Rev. 07-01-18
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for Consultant shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-1458 Agenda Date: 12/8/2022

REPORT TO COUNCIL

SUBJECT
Action on First Amendment to Disposition and Development Agreement with Related Santa Clara for the Development of 240-acres of City-Owned Property located at 5155 Stars and Stripes Drive

COUNCIL PILLAR
Promote and Enhance Economic, Housing and Transportation Development

Since that time the City and Developer have worked diligently to pursue the necessary approvals and permits necessary for a ground lease conveyance and the start of construction. Council approvals to advance the project have included:
· Multimodal Improvement Plan (2018)
· Priority Project Permit Processing Cost Agreement (2019) · Development Area Plan for Phase 1 (2020)
· Development Area Plan for Phase 2 (2020)
· Comprehensive Signage Plan (2020)
· Interim Parking Rights Agreements (2020)
· Landfill Post-Closure Operations and Management Agreement (2020) · Temporary Road Maintenance Agreement (2020)
· Soil Stockpile License Agreement (2021)
· Vesting Tentative Subdivision Map (2022)
To prepare for the start of construction of the Project, Related Santa Clara has, in conformance with previous Council approvals, constructed a temporary road extending the former Stars & Stripes to Great America Parkway, constructed a slip ramp from eastbound Tasman Drive to Stars & Stripes, City of Santa Clara Page 1 of 4 Printed on 12/5/2022
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22-1458 Agenda Date: 12/8/2022
demolished unoccupied buildings on Stars & Stripes, and constructed improvements to Fire Station #8.

Currently a series of application packages have been submitted to the City for permits including:

Phase 1 office and garage; Phase 1 hotel building; Phase 1 residential building; streets and utilities; and site prep and grading. All permit packages are being reviewed by City Departments and some packages are nearing completion, ready for permit issuance.

In review of the Project Documents in preparation for ground lease conveyance, staff and Developer have identified a few areas in the 2016 DDA in which additional clarity and/or adjustments are needed to reflect updated Project conditions. Conveyance of the Phase 1 Ground Lease would trigger the commencement of ground lease payments to the City.

DISCUSSION
Several items have been identified in the 2016 DDA with Related Santa Clara that require additional clarity and/or adjustments to reflect updated Project conditions and are necessary for a Phase 1 ground lease conveyance.

Definition of Retail
The 2016 DDA (Attachment 2 - Section 5.3.2) requires the development of a minimum of 600,000 square feet of office, hotel and/or retail buildings in Phase 1 inclusive of among other items a minimum of 50,000 square feet of retail and not less than 700,000 square feet of retail, hotel and/or office in Phase 2 inclusive of among other items a minimum of 500,000 square feet of retail.

In 2020, Council approved Development Area Plans for Phases 1 and 2 (DAP1 and DAP2, respectively) which includes 1,047,000 sf of development in Phase 1 and 1,750,000 sf of development in Phase 2.

In preparation for ground lease conveyance, it was discovered that there are inconsistencies in the definition of retail as documented in the DDA, MCP, DAP1, and DAP2.

The DDA defines “Retail” to be consistent with the MCP definition; however, the MCP definition of “Retail” only includes “enterprises or establishments involving the on-site transaction or transfer of merchandise to the general public…”. Other generally recognized retail uses, such as food and beverage and/or entertainment uses, are technically included within other use categories in the MCP.

Consistent with the 2020 Council approvals of the DAP and with expectations when the DDA was approved in 2016, retail would be inclusive of all of these categories.

The proposed First Amendment to the DDA would align all the definitions of retail such that it would be inclusive of uses such as retail, restaurants, markets, entertainment, personal services, and product showcase venues.

Replacement of DDA Exhibits
Approval of the First Amendment would allow for the replacement of two DDA Exhibits - Exhibit I (Examples of Calculation of Base Rent Escalations) and Exhibit L (Preliminary Title Report) City of Santa Clara Page 2 of 4 Printed on 12/5/2022
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22-1458 Agenda Date: 12/8/2022
· Exhibit I provides exemplar rent calculations over time. It has been updated by the City’s fiscal consultant, Keyser Marston Associates, to provide for additional clarity and to represent expectations given the likely ground lease starting dates. This replacement of this exhibit does not alter the rents owed to the City or the formulas for the escalation of those rents over time as contemplated in the 2016 DDA.
· Included in the form of Ground Leases for Phase 1 (DDA Exhibit G-1) and Phases 2-7 (DDA Exhibit G-2) is Exhibit H which outlines the appraisal instructions for the valuation of the ground leased property in Years 45 and 70. A qualified appraiser will use the Exhibit H instructions to determine the fair market value of the property. The appraised value will be used to calculate the new ground rent. Exhibit H to Exhibits G1- and G-2 has been updated to better reflect the intention of the parties, primarily concerning the valuation of Phases 2-7 and to ensure that the Premium Costs to make the land developable are not factored in more than once. These instructions have been reviewed by the City’s consultant, Valbridge & Associates. · Per the DDA, the Developer has approved certain exceptions to the title at ground lease conveyance. City staff and Developer have worked together to clear many exceptions to title identified as not acceptable in the 2016 DDA. The replacement of Exhibit L updates this exhibit to reflect the work of the parties over the past six years.

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

FISCAL IMPACT
There is no direct fiscal impact associated with the recommended action other than administrative time and expense. However, approval of the First Amendment will facilitate the closing and conveyance of the Phase 1 Ground Lease which would commence payments to the City of $750,000 annually.

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

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22-1458 Agenda Date: 12/8/2022

RECOMMENDATION
Approve and authorize the City Manager to execute First Amendment to Disposition and Development Agreement with Related Santa Clara for the Related Santa Clara development located at 5155 Stars and Stripes Drive.

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

ATTACHMENTS

1. Proposed First Amendment to Disposition and Development Agreement (DDA) with Related Santa Clara

2. Disposition and Development Agreement with Related Santa Clara (2016)

3. MCP (2017)

4. DAP 1- RTC 20-408

5. DAP2 - RTC 20-628
City of Santa Clara Page 4 of 4 Printed on 12/5/2022
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RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

City of Santa Clara
City Clerk’s Office
1500 Warburton Avenue
Santa Clara, CA 95050
This document is exempt from payment of a recording
fee pursuant to California Government Code Section
27383
This document is exempt from the $75 Building Homes
and Jobs Act Fee (per Government Code
§27388.1(a)(2)(D) because the document is a real estate instrument, paper, or notice executed or recorded by the state or any county, municipality, or other political
subdivision of the state.

APNs: 097-01-039, 097-01-073, 104-01-102,
104-03-036, 104-03-037, 104-03-038,
104-03-039
Recorder’s Stamp

FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT (CITY PLACE SANTA CLARA)
First Amendment to DDA
1 FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT (City Place Santa Clara)
This FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT (this “First Amendment”) is made as of this ____ day of _________________, 2022 (the “1 st
Amendment Reference Date”), by and between Related Santa Clara, LLC, a Delaware limited liability company (“Master Developer”), and the City of Santa Clara, a chartered municipal corporation (“City”). Each of the City and the Master Developer is referred to individually as a “Party” and collectively as the “Parties.”

RECITALS
WHEREAS, City and Master Developer entered into that certain Disposition and Development Agreement, dated as of August 12, 2016, recorded in the official records of Santa Clara County on October 7, 2016, as Document No. 23456796 (the “DDA”) with respect to the City Landfill Parcels described in Exhibit B-1 attached to the DDA and the Tasman Parcels described in Exhibit B-3 attached to the DDA;
WHEREAS, all capitalized terms used but not otherwise defined herein shall have their meanings as set forth in the DDA; and
WHEREAS, the DDA sets forth certain requirements for the development of a minimum amount of Retail square footage, as more particularly set forth in Section 5.3 thereof (Development Obligations) (the “Retail Obligations”); and
WHEREAS, in compliance with the DDA requirements, (i) on March 24, 2020, the City Council adopted Resolution No. 20-8825, approving DAP 1; and (ii) on July 13, 2020, the City Council adopted Resolution No. 20-8872, approving DAP 2; both DAP 1 and DAP 2 show how the Project will comply with its Retail Obligations for Phase 1 and Phase 2, respectively, through retail, food & beverage and entertainment uses; and
WHEREAS, the DDA defines “Retail” with reference to the MCP definition; however, the MCP definition of “Retail” only includes “enterprises or establishments involving the on-site transaction or transfer of merchandise to the general public…”; other generally recognized retail uses, such as “Food and beverage (F&B)” and “Entertainment” uses are encompassed within other use categories defined in the MCP; and
WHEREAS, it is the intent of the Parties that the term “Retail” as used in the DDA should include all of the retail-related uses defined in the MCP, which intent is consistent with the City Council approval of DAP 1 and DAP 2; and
WHEREAS, the Parties desire to enter into this First Amendment to more accurately reflect their intent with respect to the definition of “Retail” in the DDA, to correct a clerical error in Sections 5.3.2 and 5.3.4, to replace in their entirety Exhibit H to Exhibit G-1 (the Phase 1 ground lease form) and Exhibit H to Exhibit G-2 (the Phases 2-7 ground lease form) to update and clarify the Parties’ intentions, to correct and clarify the Examples of Calculations of Base Rent Escalations that is attached to DDA Exhibits G-1 and G-2, and to replace in its entirety Exhibit L to the DDA (Preliminary Title Report), as contemplated in Section 13.1.6 of the DDA.

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

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

2. Definition of Retail. The definition of “Retail” in DDA Exhibit A (Definitions) is hereby amended in its entirety as follows:
“Retail” means all of the following uses, as defined in Appendix B to the MCP:
(i) “Bona fide public eating place”;
(ii) “Entertainment”;
(iii) “Food and beverage (F&B)”;
(iv) “Market” or “Food Market”;
(v) “Personal services”;
(vi) “Product showcase venues”
(vii) “Restaurant”
(viii) “Retail”
(ix) The following types of retail-related uses that are encompassed within the broader category of “General Office”:
(1) Retail branches of banks and financial offices serving the general public;
(2) Nurseries and preschools;
(3) Studios and instructional facilities such as dance studio, music studio, or similar establishment teaching a specific subject as distinguished from a school (not to include industrial training such as welding or automotive repair involving the use of tools and materials appropriate to an industrial use area); and
(4) Administrative offices and support facilities serving the management and operation of other Retail uses (as defined in in paragraphs (i) through (viii), (ix) (1) through (3), and (x) of this Section) within the Project, including information and concierge centers serving Retail patrons.

First Amendment to DDA
3 (x) The following types of retail-related uses that are encompassed within the broader category of “Professional office”:
real estate agency, insurance services and similar uses serving the general public.

For purposes of this DDA, the Parties agree that similar uses include, without limitation, financial and investment services, secondary medical services such as optometrists and urgent care clinics, and post offices and private mail service offices to the extent not otherwise categorized under “Retail” and so long as such uses serve the general public.

3. Outside Date for Minimum Initial Buildings and Minimum Retail Buildings. (a) The last sentence of Section 5.3.2 is hereby revised as follows:

The Minimum Initial Buildings may be submitted in one or more DAPs within Phases 1 and 2 and may be constructed over time, so long as all of the Minimum Initial Buildings are Completed by the Outside Dates therefor set forth in the applicable Phase Schedule of Performance, in accordance with Article 9 hereof (as such Outside Dates may be extended for Excusable Delay or Force Majeure per the terms of Article 9 hereof).
(b) The last sentence of Section 5.3.4 is hereby revised as follows:

The Minimum Retail Buildings may be included in one or more DAPs within each of the City Center Phases and may be constructed over time, so long as all of the Minimum Retail Buildings are Completed by the Outside Date therefor set forth in the applicable Phase Schedule of Performance, in accordance with Article 9 hereof (as such Outside Dates may be extended for Excusable Delay or Force Majeure per the terms of Article 9 hereof).

4. Exhibit H to Exhibits G-1 and G-2. Exhibit H (Appraisal Instructions) that is attached to DDA Exhibits G-1 and G-2 is hereby replaced in its entirety with a new Exhibit H attached hereto.

5. Exhibit I to DDA Exhibits G-1 and G-2. Exhibit I (Examples of Calculations of Base Rent Escalations) that is attached to DDA Exhibits G-1 and G-2 is hereby replaced in its entirety with a new Exhibit I attached hereto.

6. Exhibit L to DDA. Exhibit L (Preliminary Title Report) to the DDA is hereby replaced in its entirety with a new Exhibit L (Preliminary Title Report) attached hereto, as contemplated by Section 13.1.6 of the DDA.

7. Entire Agreement. This First Amendment, and the DDA, contain all of the representations and the entire agreement between the parties with respect to the subject matter of this agreement.

Any prior correspondence, memoranda, agreements, warranties, or written or oral representations relating to the subject matter of this First Amendment are superseded in their entirety by this First Amendment. No prior drafts of this First Amendment or changes between those drafts and the executed version of this First Amendment shall be introduced as evidence in any litigation or other First Amendment to DDA
4 dispute resolution proceeding by any party or other person, and no court or other body should consider such drafts in interpreting this First Amendment.

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

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

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

CITY:

CITY OF SANTA CLARA, a municipal corporation
By:

Name:

Title:

Approved as to form:

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

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

Name:

Title:

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.

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
EXHIBIT H TO DDA EXHIBITS G-1 AND G-2
[ATTACHED]
H-1

EXHIBIT H
Appraisal Instructions
Appraisal Instruction Procedures
The appraisal instructions to be prepared in accordance with this Exhibit H will govern preparation and delivery of each appraisal of the Fee Market Value of the Premises for purposes of calculating the Base Rent adjustments under Sections 3.4.1 through 3.4.6 of the Ground Lease in each of the 20th Project Lease Year, the 45th Project Lease Year and the 70th Project Lease Year.

In accordance with Section 3.4.1, Tenant shall prepare for City’s approval draft appraisal instructions in the form of Exhibit H-1 attached hereto (the “Form Instructions”), subject only to (a) completing the Form Instructions in accordance with the drafting instructions contained therein, and (b) amendments to the Form Instructions agreed to by the Parties in accordance with this Exhibit H.

In connection with preparing the draft appraisal instructions, the Parties will review (i) all matters of any type or nature which affect title to the Premises or any interest therein and (ii) the thencurrent operations of the Premises, and each of City and Tenant will have the right to identify any additional entitlement or regulatory approvals and documents pertaining to the Premises and not listed in the Form Instructions that are to be designated as part of the Project Documents and considered by the appraiser in the preparation of the appraisal.

In addition, in connection with preparing the draft appraisal instructions, the Parties may agree to amend the Form Instructions, which agreement to amend shall not be unreasonably withheld, conditioned or delayed by either Party. If material changes are proposed to the Form Instructions, including assumptions, special assumptions, limiting conditions, hypothetical conditions, and other special instructions, the requesting Party shall propose such amendment in writing, and, if the Parties disagree, they shall follow the dispute resolution procedures set forth in Article 28 hereof.

H-2
EXHIBIT H-1
Appraisal Instructions
I. Introduction:

These Appraisal Instructions (these “Instructions”) are given in connection with, and constitute an integral part of, that certain Ground Lease ([Related Santa Clara] – Phase 1-A) (the “Ground Lease”), dated as of _____________, 202[1] (the “Ground Lease Effective Date”), by and between the City of Santa Clara, California, a chartered municipal corporation, as landlord (“City”), and [Insert Tenant], a [______________], as tenant (“Tenant”).

These Instructions will govern preparation and delivery of an appraisal (the “Appraisal”) of the Market Value of the Appraised Property Interest as of the Date of Value (as each such term is defined below) for purposes of calculating a base rent adjustment under the Ground Lease, which base rent adjustment will be effective as of the Date of Value.

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

II. Definitions:

The following terms used in these Instructions shall have the meanings ascribed to them in this Section II. All capitalized terms used herein but not otherwise defined herein will have the meanings ascribed to such terms in the Ground Lease.
“Appraised Property Interest” means the fee simple interest in the Premises considering only Project Documents, easements and other title exceptions, but not considering the Ground Lease or any subleases.
“Building(s)” means each physical structure that is intended for human occupancy or the conduct of a business, including hotels, retail and office space and apartments. “Contracting Party” means [City] [Tenant], which is the party contracting for the Appraisal. “DAP” means that certain Development Area Plan approved for the Premises on ________. [Drafting instruction: Describe the approved DAP and any amendment in effect as of the Date of Value.]
“Date of Value” means ____________. [Drafting Instruction: Insert first date on which the Base Rent adjustment for which this Appraisal is prepared will go into effect, i.e. the first date of the 20th Project Lease Year, 45th Project Lease Year or 70th Project Lease Year.] “Infrastructure Improvements” means all infrastructure improvements that are (i) installed by or on behalf of Tenant, Master Developer or any vertical developer of the Project Site (regardless of whether then-owned by Landlord, any other governmental agency or any utility), (ii) installed H-3
in or under the Premises, any other portion of the Project Site or outside of the Project Site) and (iii) supporting or provided for the benefit of the Premises and/or the Buildings located thereon, including, without limitation, all public and private roads, public and private utilities and other Required Infrastructure.
“Market Value” means the most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller, each acting prudently, knowledgeably and assuming the price is not affected by undue stimulus. Implicit in this definition are the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: (a) buyer and seller are typically motivated; (b) both parties are well informed or well advised, and acting in what they consider their own best interests; (c) a reasonable time is allowed for exposure in the open market; (d) payment is made in terms of cash in US dollars or in terms of financial arrangements comparable thereto; and (e) the price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. “Premises” means that certain real property more particularly described on Schedule 1 attached hereto. [Drafting instruction: Schedule 1 to include legal description of premises encumbered by the Ground Lease as of the Date of Value.]
“Project Effective Date” means August 12, 2016, which is the reference date of the DDA. “Project Site” means that certain real property more particularly described on Schedule 2 attached hereto.1
III. 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”). For the avoidance of doubt, the Ground Lease is not a Project Document for purposes of these Instructions. [Drafting instruction:

Delete all Project Documents listed below that are not in effect and/or do not apply to the Premises as of the applicable Date of Value.]

1. The CC&Rs;

2. the DDA;

3. the Development Agreement;

4. [the Landfill Operation and Management Agreement;]2

5. the MCP;

6. the Infrastructure Master Plan;

7. the DAP;

8. the approved Architectural Materials;

9. [the Non-Water Corrective Action Plan;]

10. [the Post-Closure Land Use Plan;]

1 Note to Draft – Schedule 2 to include legal descriptions and Project Site map from DDA exhibits, and to be attached prior to ground lease execution.
2 Note to Draft – Bracketed language throughout this list to be included for Phases 2-7 only.

H-4

11. [the Post-Closure Permit;]

12. the Project MMRP;

13. [the Revised Closure Plan;]

14. [the Revised Post-Closure Maintenance Plan;]

15. [the Waste Discharge Requirements;]

16. [the Water Corrective Action Plan;]

17. any public financing or assessment districts to which the Premises is or will be subject; and

18. [Drafting instruction: List any other Authorizations received for any portion of the Project located on the Premises and agreements entered into pursuant to the DDA relating to the Premises, together with all exhibits thereto, as any of the foregoing may be amended from time to time.]
IV. Appraisal Standards:

The Appraisal will be an appraisal 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 appraisal report. The Appraisal will be prepared in accordance with the Uniform Standards of Professional Appraisal Practice (USPAP) promulgated by the Appraisal Foundation and in effect on the Date of Value [Drafting instruction: If the Appraisal Foundation has ceased to issue the USPAP at the time of the Appraisal, an equivalent replacement standard agreed upon by City and Tenant shall be inserted in lieu of USPAP] (the “Standards”); provided, that, in the event of a conflict, ambiguity or inconsistency between the Standards and these Instructions, these Instructions will govern and control in all respects.

V. Appraisal Instructions:

The Appraisal shall be prepared in accordance with the following instructions:

1. The appraiser shall determine the Market Value of the Appraised Property Interest as if the Premises and the Project Site are:
[for Phase 1 only]: (a) vacant and unimproved with any structures, buildings, improvements, fixtures, additions, alterations and betterments of whatsoever nature or description, including, without limitation, any Infrastructure Improvements and Buildings included in any DAP approved for the Premises or other portion of the Project Site and (b) not benefitted by any Infrastructure Improvements of whatsoever nature or description installed in connection with the Project from and after the Project Effective Date, including, without limitation, (i) any Infrastructure Improvements installed in, on or under the Premises, the Project Site or outside of the Project Site and (ii) any Infrastructure Improvements owned by Landlord or other governmental agency that were initially installed by or on behalf of Tenant, Master Developer or any other developer of any portion of the Project Site.
[for Phases 2-7 only:] (a) except as otherwise provided in subsection V.1(b) below, (a) vacant and unimproved with any structures, buildings, improvements, fixtures, H-5
additions, alterations and betterments of whatsoever nature or description, including, without limitation, any Infrastructure Improvements and Buildings included in any DAP approved for the Premises or other portion of the Project Site; and (b) improved with the Infrastructure Improvements installed in connection with the Project from and after the Project Effective Date, including, without limitation, (i) any Infrastructure Improvements installed in, on or under the Premises, the Landfill Parcel, the Project Site or outside of the Project Site and (ii) any Infrastructure Improvements owned by Landlord or other governmental agency that were initially installed by or on behalf of Tenant, Master Developer or any other developer of any portion of the Project Site, in all cases to the extent the same are contemplated by and included in Premium Costs as established under the DDA.

2. Without limiting the instruction set forth in item 1, the Market Value of the Appraised Property Interest shall reflect:
(a) any burdens, limitations, restrictions, constraints or impacts upon the development, use and occupancy of the Premises arising from or under (i) any of the Project Documents or otherwise existing (other than the Ground Lease or any subleases); (ii) any restrictions on development or use of the Premises, including regulatory restrictions and any negative or affirmative covenants of any kind or nature affecting the Premises [add for Phases 2-7 only: [(including, without limitation, any restrictions, third-party rights or covenants related to the City’s obligations with respect to the Landfill)]; and (iii) any third-party property rights or other rights appurtenant thereto (other than the Ground Lease or any subleases).
(b) the cost (as of the Date of Value) to demolish the improvements existing on the Premises as of the Project Effective Date, which improvements are identified on Schedule 4 attached hereto.3
(c) [add for Phase 1 only:]: the cost (as of the Date of Value) to install, without duplication, all on-site and off-site Infrastructure Improvements required under the Project Documents to serve the Premises.

3. The appraiser shall determine the Market Value of the Appraised Property Interest as if the Premises are 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, any other ground lease or sublease. Without limiting the foregoing, the appraiser shall not consider the rate of return set forth in the Ground Lease. The appraiser shall determine the Market Value of the Appraised Property Interest taking into account all provisions of the CC&Rs and the other Projects Documents that are in effect as of the Date of Value to the extent then-applicable to the Premises.

4. The appraiser shall determine the Market Value of the Appraised Property Interest taking into account each and every zoning, land use and other regulatory restriction applicable to

3 Note to Draft – Schedule 4 to be attached prior to ground lease execution, and to exclude any demolition costs borne by City and not reimbursed by Master Developer, Tenant or any of their affiliates.

H-6
the Premises as of the Date of Value, including (i) the DAP and (ii) any and all other 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 appraiser shall at a minimum include in the Appraisal a determination of Market Value of the Appraised Property Interest utilizing the Sales Comparison Approach, but may also use other approaches customarily used for valuing vacant land in accordance with the Standards.

6. The appraiser shall determine the Market Value of the Appraised Property Interest taking into consideration any other factor reasonably relevant to the calculation thereof that is not inconsistent with the instructions set forth in Items 1 through 5 above.

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 and to any other appraiser identified by the Contracting Party as having been engaged by City or Tenant pursuant to Section 3.4 of the Ground Lease.

As a condition precedent to any such disclosure, each and all of such employees, subcontractors and/or other appraiser shall have executed a written confidentiality agreement with the Contracting Party that obligates such employees and subcontractors to maintain the confidentiality of such confidential information.

Each Appraisal, the 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 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 Standards.

EXHIBIT I TO DDA EXHIBITS G-1 AND G-2
[ATTACHED]
EXHIBIT I TABLE 1

ILLUSTRATIVE SUMARY
Ground Lease Base Rent Payments Total Project
Per DDA Sections 4.8(c) & (d), 6, Exhibit G-1 Article 3, and Exhibit G-2 Article 3 Key Illustrative Assumptions
Final
Lease Year
Allowable
Square
Footage
Phase 1 2023 2121 $0
Phase 2 2024 2121 1,419,800 $175,000,000
Phase 2A 2027 2121
Phase 3 2028 2121 1,419,800 $175,000,000
Phase 4 2031 2121 1,419,800 $150,000,000
Phase 5 2034 2122 1,440,000 $100,000,000
Phase 6 2036 2124 1,296,000 $100,000,000
Phase 7 2038 2126 1,296,000 $100,000,000
Total 8,291,400 $800,000,000
Project Aggregate Project Aggregate
Lease Beginning Project Periodic Aggregate Periodic Aggregate Lease Beginning Project Periodic Aggregate Periodic Aggregate Year January 1, Base Rent Escalations2 Base Rent Escalations4 Base Rent Year January 1, Base Rent Escalations2 Base Rent Escalations4 Base Rent 2023 $750,000 3.1.2 $750,000 - - 2068 $58,865,414 - $7,842,276 - $51,023,138 2024 $2,272,500 - $772,500 - $1,500,000 2069 $60,337,049 - $8,038,333 - $52,298,716 2025 $2,340,675 - $795,675 - $1,545,000 2070 $61,845,475 - $8,239,291 - $53,606,184 2026 $2,410,895 - $819,545 - $1,591,350 2071 $63,391,612 - $8,445,273 - $54,946,339 2027 $3,311,156 3.1.3 Adj $922,066 - $2,389,091 2072 $64,976,402 - $8,656,405 - $56,319,997 2028 $3,990,763 - $1,030,000 - $2,960,763 2073 $66,600,812 - $8,872,815 - $57,727,997 2029 $4,110,486 - $1,060,900 - $3,049,586 2074 $68,265,833 - $9,094,636 - $59,171,197 2030 $4,233,801 - $1,092,727 - $3,141,074 2075 $75,092,416 10.0% $10,004,099 10.0% $65,088,317 2031 $5,298,060 3.1.4 Adj $1,312,754 - $3,985,306 2076 $76,969,726 - $10,254,202 - $66,715,524 2032 $5,649,865 $1,545,000 - $4,104,865 2077 $78,893,969 - $10,510,557 - $68,383,413 2033 $5,819,361 - $1,591,350 - $4,228,011 2078 $80,866,319 - $10,773,321 - $70,092,998 2034 $6,743,942 - $1,639,091 - $5,104,851 2079 $82,887,977 - $11,042,654 - $71,845,323 2035 $6,946,260 - $1,688,263 - $5,257,997 2080 $84,960,176 - $11,318,720 - $73,641,456 2036 $8,082,935 - $1,738,911 - $6,344,024 2081 $87,084,180 - $11,601,688 - $75,482,492 2037 $8,769,505 - $1,791,078 10.0% $6,978,427 2082 $89,261,285 - $11,891,730 - $77,369,555 2038 $10,017,411 - $1,844,811 - $8,172,600 2083 $98,187,413 10.0% $13,080,903 10.0% $85,106,510 2039 $10,317,933 - $1,900,155 - $8,417,778 2084 $100,642,099 - $13,407,926 - $87,234,173 2040 $10,627,471 - $1,957,160 - $8,670,311 2085 $103,158,151 - $13,743,124 - $89,415,027 2041 $10,946,295 - $2,015,875 - $8,930,420 2086 $105,737,105 - $14,086,702 - $91,650,403 2042 $12,198,333 3.3.2(a) Adj $3,000,000 - $9,198,333 2087 $108,380,533 - $14,438,870 - $93,941,663 2043 $12,564,283 - $3,090,000 - $9,474,283 2088 $111,090,046 - $14,799,842 - $96,290,204 2044 $12,941,212 - $3,182,700 - $9,758,512 2089 $113,867,297 - $15,169,838 - $98,697,460 2045 $13,329,448 - $3,278,181 - $10,051,267 2090 $116,713,980 - $15,549,084 - $101,164,896 2046 $13,729,331 - $3,376,526 - $10,352,805 2091 $119,631,829 - $15,937,811 - $103,694,018 2047 $15,102,264 10.0% $3,714,179 10.0% $11,388,085 2092 $132,306,660 3.3.2(b) Adj $17,531,592 3.3.2(c) Adj $114,775,068 2048 $15,555,332 - $3,825,604 - $11,729,728 2093 $135,614,326 - $17,969,881 - $117,644,445 2049 $16,021,992 - $3,940,373 - $12,081,620 2094 $139,004,684 - $18,419,129 - $120,585,556 2050 $16,502,652 - $4,058,584 - $12,444,068 2095 $142,479,802 - $18,879,607 - $123,600,195 2051 $16,997,732 - $4,180,341 - $12,817,390 2096 $146,041,797 - $19,351,597 - $126,690,200 2052 $17,507,664 - $4,305,752 - $13,201,912 2097 $149,692,841 - $19,835,387 - $129,857,455 2053 $18,032,894 - $4,434,924 - $13,597,969 2098 $153,435,162 - $20,331,272 - $133,103,891 2054 $18,573,880 - $4,567,972 - $14,005,909 2099 $157,271,042 - $20,839,553 - $136,431,488 2055 $19,131,097 - $4,705,011 - $14,426,086 2100 $161,202,818 - $21,360,542 - $139,842,275 2056 $19,705,030 - $4,846,161 - $14,858,868 2101 $165,232,888 - $21,894,556 - $143,338,332 2057 $21,675,533 10.0% $5,330,777 10.0% $16,344,755 2102 $181,756,177 10.0% $24,084,011 10.0% $157,672,166 2058 $22,325,799 - $5,490,701 - $16,835,098 2103 $186,300,081 - $24,686,112 - $161,613,970 2059 $22,995,573 - $5,655,422 - $17,340,151 2104 $190,957,583 - $25,303,264 - $165,654,319 2060 $23,685,440 - $5,825,084 - $17,860,355 2105 $195,731,523 - $25,935,846 - $169,795,677 2061 $24,396,003 - $5,999,837 - $18,396,166 2106 $200,624,811 - $26,584,242 - $174,040,569 2062 $25,127,883 - $6,179,832 - $18,948,051 2107 $205,640,431 - $27,248,848 - $178,391,583 2063 $25,881,719 - $6,365,227 - $19,516,492 2108 $210,781,442 - $27,930,069 - $182,851,373 2064 $26,658,171 - $6,556,184 - $20,101,987 2109 $216,050,978 - $28,628,321 - $187,422,657 2065 $27,457,916 - $6,752,869 - $20,705,047 2110 $221,452,253 - $29,344,029 - $192,108,223 2066 $28,281,654 - $6,955,455 - $21,326,198 2111 $226,988,559 - $30,077,630 - $196,910,929 2067 $57,429,672 3.3.2(b) Adj $7,651,001 3.3.2(b) Adj $49,778,671 2112 $249,687,415 10.0% $33,085,393 10.0% $216,602,022 2113 $255,929,600 - $33,912,528 - $222,017,072
2114 $262,327,840 - $34,760,341 - $227,567,499
2115 $268,886,036 - $35,629,349 - $233,256,687
2116 $275,608,187 - $36,520,083 - $239,088,104
2117 $282,498,392 - $37,433,085 - $245,065,306
2118 $289,560,851 - $38,368,912 - $251,191,939
2119 $296,799,873 - $39,328,135 - $257,471,738
2120 $304,219,870 - $40,311,338 - $263,908,531
Notes 2121 $311,825,366 - $41,319,122 - $270,506,244
All numbers are illustrative, representing a specific scenario. Actual numbers may vary. 2122 $170,980,461 - - - $170,980,461 1 See Tabled 2A and 2B for detailed Phase 1 Ground Lease calculations. 2123 $105,920,093 - - - $105,920,093 2 Section references are from DDA Exhibit G-1. 2124 $108,568,095 - - - $108,568,095 3 See Tables 3A and 3B and 3C for detailed Phase 2-7 Ground Lease calculations. 2125 $55,641,149 - - - $55,641,149 4 Section references are from DDA Exhibit G-2. 2126 $57,032,178 - - - $57,032,178 44 89
45 90
91 92
41 86
42 87
43 88
38 83
39 84
40 85
35 80
36 81
37 82
32 77
33 78
34 79
29 74
30 75
31 76
26 71
27 72
28 73
23 68
24 69
25 70
20 65
21 66
22 67
17 62
18 63
19 64
14 59
15 60
16 61
11 56
12 57
13 58
8 53
9 54
10 55
Phase 1 1 Phase 2 - 7 3
1 46
5 50
6 51
7 52
2 47
3 48
4 49
100
101
102
103
104
Lease
Commencement
January 1, Premium Allocation
Phase 1 1 Phase 2 - 7 3
99 93
94 95
96 97
98 EXHIBIT I, TABLE 2A
Example Calculations of Base Rent
(For Illustrative Purposes Only)
Ground Lease Base Rent Payments for Phase 1
Per Article 3 of Phase 1 Ground Lease
Illustrative Dates for Phase 1
Commencement Date (illustrative) January 2023
Opening Date (Illustrative) July 1, 2027
4th Anniversary of Opening Date (Illustrative) July 1, 2031 Project Base Rent Adjustment Phase 1 Project Phase 1
Lease Beginning (and Reference to Applicable Base Rent Lease Beginning (and Reference to Applicable Base Rent Year January 1, Ground Lease Section) Amount Year January 1, Ground Lease Section) Amount 1 2023 first Lease Year amount (per 3.1.2) $750,000 2068 CPI Increase2 , up to 3% $7,842,276
2 2024 3% (per 3.2.1) $772,500 2069 CPI Increase2
, up to 3% $8,038,333
3 2025 3% (per 3.2.1) $795,675 2070 CPI Increase2
, up to 3% $8,239,291
4 2026 3% (per 3.2.1) $819,545 2071 CPI Increase2
, up to 3% $8,445,273
5 Jan. to June 2027 3% (per 3.2.1) for 6 months: $422,066 2072 CPI Increase2 , up to 3% $8,656,405
5 July to Dec 2027 Opening Date amount per 3.1.3 for 6 months: $500,000 2073 CPI Increase2 , up to 3% $8,872,815
6 2028 3% (per 3.2.1) $1,030,000 2074 CPI Increase2
, up to 3% $9,094,636
7 2029 3% (per 3.2.1) $1,060,900 2075 10% (per 3.3.1) $10,004,099 8 2030 3% (per 3.2.1) $1,092,727 2076 CPI Increase2
, up to 3% $10,254,202
9 Jan. to June 2031 3% (per 3.2.1) for 6 months: $562,754 2077 CPI Increase2 , up to 3% $10,510,557
9 July to Dec 2031 4th Aniv. of Opening amount per 3.1.4 for 6 months: $750,000 2078 CPI Increase2 , up to 3% $10,773,321
10 2032 3% (per 3.2.1) $1,545,000 2079 CPI Increase2
, up to 3% $11,042,654
11 2033 3% (per 3.2.1) $1,591,350 2080 CPI Increase2
, up to 3% $11,318,720
12 2034 3% (per 3.2.1) $1,639,091 2081 CPI Increase2
, up to 3% $11,601,688
13 2035 3% (per 3.2.1) $1,688,263 2082 CPI Increase2
, up to 3% $11,891,730
14 2036 3% (per 3.2.1) $1,738,911 2083 10% (per 3.3.1) $13,080,903 15 2037 3% (per 3.2.1) $1,791,078 2084 CPI Increase2
, up to 3% $13,407,926
16 2038 3% (per 3.2.1) $1,844,811 2085 CPI Increase2
, up to 3% $13,743,124
17 2039 3% (per 3.2.1) $1,900,155 2086 CPI Increase2
, up to 3% $14,086,702
18 2040 3% (per 3.2.1) $1,957,160 2087 CPI Increase2
, up to 3% $14,438,870
19 2041 3% (per 3.2.1) $2,015,875 2088 CPI Increase2
, up to 3% $14,799,842
20 2042 FMV adjustment per 3.3.2(a)1
$3,000,000 2089 CPI Increase2
, up to 3% $15,169,838
21 2043 3% (per 3.2.1) $3,090,000 2090 CPI Increase2
, up to 3% $15,549,084
22 2044 3% (per 3.2.1) $3,182,700 2091 CPI Increase2
, up to 3% $15,937,811
23 2045 3% (per 3.2.1) $3,278,181 2092 FMV adjustment per 3.3.2(b)1 $17,531,592
24 2046 3% (per 3.2.1) $3,376,526 2093 CPI Increase2
, up to 3% $17,969,881
25 2047 10% (per 3.3.1) $3,714,179 2094 CPI Increase2
, up to 3% $18,419,129
26 2048 3% (per 3.2.1) $3,825,604 2095 CPI Increase2
, up to 3% $18,879,607
27 2049 3% (per 3.2.1) $3,940,373 2096 CPI Increase2
, up to 3% $19,351,597
28 2050 3% (per 3.2.1) $4,058,584 2097 CPI Increase2
, up to 3% $19,835,387
29 2051 3% (per 3.2.1) $4,180,341 2098 CPI Increase2
, up to 3% $20,331,272
30 2052 3% (per 3.2.1) $4,305,752 2099 CPI Increase2
, up to 3% $20,839,553
31 2053 3% (per 3.2.1) $4,434,924 2100 CPI Increase2
, up to 3% $21,360,542
32 2054 3% (per 3.2.1) $4,567,972 2101 CPI Increase2
, up to 3% $21,894,556
33 2055 3% (per 3.2.1) $4,705,011 2102 10% (per 3.3.1) $24,084,011 34 2056 3% (per 3.2.1) $4,846,161 2103 CPI Increase2
, up to 3% $24,686,112
35 2057 10% (per 3.3.1) $5,330,777 2104 CPI Increase2
, up to 3% $25,303,264
36 2058 3% (per 3.2.1) $5,490,701 2105 CPI Increase2
, up to 3% $25,935,846
37 2059 3% (per 3.2.1) $5,655,422 2106 CPI Increase2
, up to 3% $26,584,242
38 2060 3% (per 3.2.1) $5,825,084 2107 CPI Increase2
, up to 3% $27,248,848
39 2061 3% (per 3.2.1) $5,999,837 2108 CPI Increase2
, up to 3% $27,930,069
40 2062 3% (per 3.2.1) $6,179,832 2109 CPI Increase2
, up to 3% $28,628,321
41 2063 3% (per 3.2.1) $6,365,227 2110 CPI Increase2
, up to 3% $29,344,029
42 2064 3% (per 3.2.1) $6,556,184 2111 CPI Increase2
, up to 3% $30,077,630
43 2065 3% (per 3.2.1) $6,752,869 2112 10% (per 3.3.1) $33,085,393 44 2066 3% (per 3.2.1) $6,955,455 2113 CPI Increase2
, up to 3% $33,912,528
45 2067 FMV adjustment per 3.3.2(b)1
$7,651,001 2114 CPI Increase2
, up to 3% $34,760,341
2115 CPI Increase2
, up to 3% $35,629,349
2116 CPI Increase2
, up to 3% $36,520,083
Notes 2117 CPI Increase2
, up to 3% $37,433,085
All numbers are illustrative, representing a specific scenario. 2118 CPI Increase2 , up to 3% $38,368,912
Actual numbers may vary. 2119 CPI Increase2
, up to 3% $39,328,135 1 2120 CPI Increase2
, up to 3% $40,311,338
2121 CPI Increase2
, up to 3% $41,319,122 2
89 90
91 92
86 87
88 98
99 93
94 95
96 97
83 84
85 80
81 82
77 78
79 74
75 76
71 72
73 68
69 70
58 65
66 67
62 63
64 46
Base Rent Adjustment
50 Ground Lease Section 3.2.2 provides for Base Rent increase equal to the lesser of the CPI Increase and 3%. Illustration reflects a CPI Increase of 2.5%, actual CPI Increase will vary.

See Table 2B for illustrative calculations of Base Rent Adjustments in the 20th, 45th and 70th Project Lease Years.
47 48
49 51
52 59
53 54
55 60
61 56
57 EXHIBIT I, TABLE 2B

ILLUSTRATIVE EXAMPLE
Base Rent Adjustments in the 20th, 45th and 70th Project Lease Years Phase 1 Per Phase 1 Ground Lease Section 3.3.2
Base Rent Adjustment in the 20th Project Lease Year Per Section 3.3.2(a) (illustrative example) Amount
Tasman Parcels Fee Fair
Market Value in Year 20 (1)
Tasman Parcels Fee Fair Market Value multiplied by 6.5% $40,000,000 x 6.5% = $2,600,000 $3,000,000
Base Rent Adjustment in the 45th Project Lease Year Per Section 3.3.2(b) (illustrative example) Amount
Base Rent shall be an amount equal to the greater of:

Tasman Parcels Fee Fair
Market Value in Year 45 (1)

3.3.2(b)(i) Amount (illustrative) $64,000,000 x 6.5% = $4,160,000 and
Base Rent in the immediately
preceding
Lease Year (Year 44) (1)

3.3.2(b)(ii) Amount (illustrative) $6,955,455 x 110% = $7,651,001 = greater of 3.3.2(b) (i) and (ii) amounts $7,651,001
Base Rent Adjustment in the 70th Project Lease Year Per Section 3.3.2(b) (illustrative example) Amount
Base Rent shall be an amount equal to the greater of:

Tasman Parcels Fee Fair
Market Value in Year 70 (1)

3.3.2(b)(i) Amount (illustrative) $96,000,000 x 6.50% = $6,240,000 and
Base Rent in the immediately
preceding
Lease Year (Year 69) (1)

3.3.2(b)(ii) Amount (illustrative) $15,937,811 x 110% = $17,531,592 = greater of 3.3.2(b) (i) and (ii) amounts $17,531,592
Notes
All numbers are illustrative, representing a specific scenario. Actual numbers may vary. (1) Denotes illustrative figures.
= amount on line above, but in no event
less than $3,000,000 or more than $3,500,000.

Base Rent in the 20th Project Lease Year
(Illustrative)
Base Rent in the 45th Project Lease Year
(illustrative)
Base Rent in the 70th Project Lease Year
(illustrative)
EXHIBIT I, TABLE 3A

ILLUSTRATIVE EXAMPLE
Ground Lease Base Rent Payments Phase 2 - 7
Per DDA Sections 4.8(c) & (d), 6, and Exhibit G-2 Article 3 TOTAL
Phase 2 - 7 Phase 2 Phase 2A Phase 3 Phase 4 Phase 5 Phase 6 Phase 7 Commencement by Phase
Illustrative Commencement, January 1: 2024 2027 2028 2031 2034 2036 2038 Final Lease Year, Beginning January 1: 2121 2121 2121 2121 2122 2124 2126 Allowable Square Footage
Original Allowed Square Footage Per MCP 8,291,400 1,419,800 NA 1,419,800 1,419,800 1,440,000 1,296,000 1,296,000 Illustrative Actual Allowed Square Footage 8,291,400 1,419,800 NA 1,419,800 1,419,800 1,440,000 1,296,000 1,296,000 Initial Annual Base Rent
Base Rent Per DDA Section 6.1.8 $1,500,000 $750,000 $500,000 $750,000 $750,000 $875,000 $875,000 Base Rent Adjusted Per DDA 6.1.9(a) $1,500,000 $750,000 $500,000 $750,000 $750,000 $875,000 $875,000 Base Rent After Increase Per DDA 6.1.9(d) $1,500,000 $750,000 $500,000 $750,000 $750,000 $928,288 $984,820 Phase 2A Rent Re-Allocation
Illsutrative After 2 Years Per DDA 4.8(c) & (d) 75% NA 25% - - - - Illustrative Base Rent After Re-Allocation $2,335,667 $0 $713,919 - --- Project Base Rent Escalations
Lease Beginning Per DDA Exh G-2 Aggregate Rent
Year January 1, Section 3.2 and 3.3 Phase 2 - 7 Phase 2 Phase 2A Phase 3 Phase 4 Phase 5 Phase 6 Phase 7 2023 - - - - - - - -
2024 3% (per 3.2.1) $1,500,000 $1,500,000 - - - - - -
2025 3% (per 3.2.1) $1,545,000 $1,545,000 - - - - - -
2026 3% (per 3.2.1) $1,591,350 $1,591,350 - - - - - -
2027 3% (per 3.2.1) $2,389,091 $1,639,091 $750,000 - - - - - 2028 3% (per 3.2.1) $2,960,763 $1,688,263 $772,500 $500,000 - - - - 2029 3% (per 3.2.1) $3,049,586 $2,335,667 $0 $713,919 - --- 2030 3% (per 3.2.1) $3,141,074 $2,405,737 $0 $735,336 - - - - 2031 3% (per 3.2.1) $3,985,306 $2,477,910 $0 $757,396 $750,000 - - - 2032 3% (per 3.2.1) $4,104,865 $2,552,247 $0 $780,118 $772,500 - - - 2033 3% (per 3.2.1) $4,228,011 $2,628,814 $0 $803,522 $795,675 - - - 2034 3% (per 3.2.1) $5,104,851 $2,707,679 $0 $827,627 $819,545 $750,000 - - 2035 3% (per 3.2.1) $5,257,997 $2,788,909 $0 $852,456 $844,132 $772,500 - - 2036 3% (per 3.2.1) $6,344,024 $2,872,576 $0 $878,030 $869,456 $795,675 $928,288 - 2037 10% (per 3.3.1) $6,978,427 $3,159,834 $0 $965,833 $956,401 $875,243 $1,021,116 - 2038 3% (per 3.2.1) $8,172,600 $3,254,629 $0 $994,808 $985,093 $901,500 $1,051,750 $984,820 2039 3% (per 3.2.1) $8,417,778 $3,352,268 $0 $1,024,652 $1,014,646 $928,545 $1,083,302 $1,014,365 2040 3% (per 3.2.1) $8,670,311 $3,452,836 $0 $1,055,392 $1,045,085 $956,401 $1,115,801 $1,044,796 2041 3% (per 3.2.1) $8,930,420 $3,556,421 $0 $1,087,054 $1,076,438 $985,093 $1,149,275 $1,076,140 2042 3% (per 3.2.1) $9,198,333 $3,663,113 $0 $1,119,665 $1,108,731 $1,014,646 $1,183,754 $1,108,424 2043 3% (per 3.2.1) $9,474,283 $3,773,007 $0 $1,153,255 $1,141,993 $1,045,085 $1,219,266 $1,141,677 2044 3% (per 3.2.1) $9,758,512 $3,886,197 $0 $1,187,853 $1,176,253 $1,076,438 $1,255,844 $1,175,927 2045 3% (per 3.2.1) $10,051,267 $4,002,783 $0 $1,223,488 $1,211,540 $1,108,731 $1,293,520 $1,211,205 2046 3% (per 3.2.1) $10,352,805 $4,122,866 $0 $1,260,193 $1,247,887 $1,141,993 $1,332,325 $1,247,541 2047 10% (per 3.3.1) $11,388,085 $4,535,153 $0 $1,386,212 $1,372,675 $1,256,192 $1,465,558 $1,372,295 2048 3% (per 3.2.1) $11,729,728 $4,671,208 $0 $1,427,799 $1,413,855 $1,293,878 $1,509,524 $1,413,464 2049 3% (per 3.2.1) $12,081,620 $4,811,344 $0 $1,470,633 $1,456,271 $1,332,694 $1,554,810 $1,455,868 2050 3% (per 3.2.1) $12,444,068 $4,955,684 $0 $1,514,752 $1,499,959 $1,372,675 $1,601,454 $1,499,544 2051 3% (per 3.2.1) $12,817,390 $5,104,355 $0 $1,560,194 $1,544,958 $1,413,855 $1,649,498 $1,544,530 2052 3% (per 3.2.1) $13,201,912 $5,257,485 $0 $1,607,000 $1,591,307 $1,456,271 $1,698,983 $1,590,866 2053 3% (per 3.2.1) $13,597,969 $5,415,210 $0 $1,655,210 $1,639,046 $1,499,959 $1,749,952 $1,638,592 2054 3% (per 3.2.1) $14,005,909 $5,577,666 $0 $1,704,866 $1,688,217 $1,544,958 $1,802,451 $1,687,750 2055 3% (per 3.2.1) $14,426,086 $5,744,996 $0 $1,756,012 $1,738,864 $1,591,307 $1,856,525 $1,738,382 2056 3% (per 3.2.1) $14,858,868 $5,917,346 $0 $1,808,693 $1,791,030 $1,639,046 $1,912,220 $1,790,534 2057 10% (per 3.3.1) $16,344,755 $6,509,081 $0 $1,989,562 $1,970,133 $1,802,951 $2,103,442 $1,969,587 2058 3% (per 3.2.1) $16,835,098 $6,704,353 $0 $2,049,249 $2,029,237 $1,857,039 $2,166,546 $2,028,674 2059 3% (per 3.2.1) $17,340,151 $6,905,484 $0 $2,110,726 $2,090,114 $1,912,750 $2,231,542 $2,089,535 2060 3% (per 3.2.1) $17,860,355 $7,112,648 $0 $2,174,048 $2,152,817 $1,970,133 $2,298,488 $2,152,221 2061 3% (per 3.2.1) $18,396,166 $7,326,028 $0 $2,239,269 $2,217,402 $2,029,237 $2,367,443 $2,216,787 2062 3% (per 3.2.1) $18,948,051 $7,545,809 $0 $2,306,448 $2,283,924 $2,090,114 $2,438,466 $2,283,291 2063 3% (per 3.2.1) $19,516,492 $7,772,183 $0 $2,375,641 $2,352,442 $2,152,817 $2,511,620 $2,351,790 2064 3% (per 3.2.1) $20,101,987 $8,005,348 $0 $2,446,910 $2,423,015 $2,217,402 $2,586,969 $2,422,343 2065 3% (per 3.2.1) $20,705,047 $8,245,509 $0 $2,520,318 $2,495,705 $2,283,924 $2,664,578 $2,495,014 2066 3% (per 3.2.1) $21,326,198 $8,492,874 $0 $2,595,927 $2,570,576 $2,352,442 $2,744,515 $2,569,864 2067 Adjusted per 3.3.2(b)1
$49,778,671 $8,492,874 $0 $5,137,130 $5,260,667 $12,220,000 $9,334,000 $9,334,000 5 6
7 8
9 10
Phase 2 - 7 Annual Base Rent Per DDA Section 4.8(d), Section 6, and Exhibit G-2 Article 3 (Illustrative Example) 1 2
3 4
17 18
19 20
21 22
11 12
13 14
15 16
29 30
31 32
33 34
23 24
25 26
27 28
41 42
43 44
45 35
36 37
38 39
40 Expiration Date: the day preceding the later of ninety-ninth anniversary of Project Commencement Date and eighty-ninth anniversary of Commencement Date.

EXHIBIT I, TABLE 3A

ILLUSTRATIVE EXAMPLE
Ground Lease Base Rent Payments Phase 2 - 7
Per DDA Sections 4.8(c) & (d), 6, and Exhibit G-2 Article 3 Project Base Rent Escalations
Lease Beginning Per DDA Exh G-2 Aggregate Rent
Year January 1, Section 3.2 and 3.3 Phase 2 - 7 Phase 2 Phase 2A Phase 3 Phase 4 Phase 5 Phase 6 Phase 7 2068 CPI Increase3
, up to 3% $51,023,138 $8,705,196 $0 $5,265,558 $5,392,183 $12,525,500 $9,567,350 $9,567,350 2069 CPI Increase3
, up to 3% $52,298,716 $8,922,826 $0 $5,397,197 $5,526,988 $12,838,638 $9,806,534 $9,806,534 2070 CPI Increase3
, up to 3% $53,606,184 $9,145,897 $0 $5,532,127 $5,665,163 $13,159,603 $10,051,697 $10,051,697 2071 CPI Increase3
, up to 3% $54,946,339 $9,374,544 $0 $5,670,430 $5,806,792 $13,488,594 $10,302,990 $10,302,990 2072 CPI Increase3
, up to 3% $56,319,997 $9,608,908 $0 $5,812,191 $5,951,961 $13,825,808 $10,560,564 $10,560,564 2073 CPI Increase3
, up to 3% $57,727,997 $9,849,130 $0 $5,957,496 $6,100,761 $14,171,454 $10,824,578 $10,824,578 2074 CPI Increase3
, up to 3% $59,171,197 $10,095,358 $0 $6,106,433 $6,253,280 $14,525,740 $11,095,193 $11,095,193 2075 10% (per 3.3.1) $65,088,317 $11,104,894 $0 $6,717,077 $6,878,607 $15,978,314 $12,204,712 $12,204,712 2076 CPI Increase3
, up to 3% $66,715,524 $11,382,517 $0 $6,885,004 $7,050,573 $16,377,772 $12,509,830 $12,509,830 2077 CPI Increase3
, up to 3% $68,383,413 $11,667,080 $0 $7,057,129 $7,226,837 $16,787,216 $12,822,576 $12,822,576 2078 CPI Increase3
, up to 3% $70,092,998 $11,958,757 $0 $7,233,557 $7,407,508 $17,206,896 $13,143,140 $13,143,140 2079 CPI Increase3
, up to 3% $71,845,323 $12,257,726 $0 $7,414,396 $7,592,696 $17,637,069 $13,471,719 $13,471,719 2080 CPI Increase3
, up to 3% $73,641,456 $12,564,169 $0 $7,599,756 $7,782,513 $18,077,996 $13,808,512 $13,808,512 2081 CPI Increase3
, up to 3% $75,482,492 $12,878,273 $0 $7,789,750 $7,977,076 $18,529,945 $14,153,724 $14,153,724 2082 CPI Increase3
, up to 3% $77,369,555 $13,200,230 $0 $7,984,493 $8,176,503 $18,993,194 $14,507,567 $14,507,567 2083 10% (per 3.3.1) $85,106,510 $14,520,253 $0 $8,782,943 $8,994,153 $20,892,514 $15,958,324 $15,958,324 2084 CPI Increase3
, up to 3% $87,234,173 $14,883,259 $0 $9,002,516 $9,219,007 $21,414,826 $16,357,282 $16,357,282 2085 CPI Increase3
, up to 3% $89,415,027 $15,255,340 $0 $9,227,579 $9,449,482 $21,950,197 $16,766,214 $16,766,214 2086 CPI Increase3
, up to 3% $91,650,403 $15,636,724 $0 $9,458,269 $9,685,719 $22,498,952 $17,185,370 $17,185,370 2087 CPI Increase3
, up to 3% $93,941,663 $16,027,642 $0 $9,694,725 $9,927,862 $23,061,426 $17,615,004 $17,615,004 2088 CPI Increase3
, up to 3% $96,290,204 $16,428,333 $0 $9,937,093 $10,176,059 $23,637,961 $18,055,379 $18,055,379 2089 CPI Increase3
, up to 3% $98,697,460 $16,839,041 $0 $10,185,521 $10,430,460 $24,228,910 $18,506,763 $18,506,763 2090 CPI Increase3
, up to 3% $101,164,896 $17,260,017 $0 $10,440,159 $10,691,222 $24,834,633 $18,969,433 $18,969,433 2091 CPI Increase3
, up to 3% $103,694,018 $17,691,518 $0 $10,701,163 $10,958,502 $25,455,499 $19,443,668 $19,443,668 2092 Adjusted per 3.3.2(c)2
$114,775,068 $19,460,670 $0 $11,771,279 $12,766,000 $28,001,049 $21,388,035 $21,388,035 2093 CPI Increase3
, up to 3% $117,644,445 $19,947,186 $0 $12,065,561 $13,085,150 $28,701,075 $21,922,736 $21,922,736 2094 CPI Increase3
, up to 3% $120,585,556 $20,445,866 $0 $12,367,200 $13,412,279 $29,418,602 $22,470,805 $22,470,805 2095 CPI Increase3
, up to 3% $123,600,195 $20,957,013 $0 $12,676,380 $13,747,586 $30,154,067 $23,032,575 $23,032,575 2096 CPI Increase3
, up to 3% $126,690,200 $21,480,938 $0 $12,993,290 $14,091,275 $30,907,919 $23,608,389 $23,608,389 2097 CPI Increase3
, up to 3% $129,857,455 $22,017,962 $0 $13,318,122 $14,443,557 $31,680,617 $24,198,599 $24,198,599 2098 CPI Increase3
, up to 3% $133,103,891 $22,568,411 $0 $13,651,075 $14,804,646 $32,472,632 $24,803,564 $24,803,564 2099 CPI Increase3
, up to 3% $136,431,488 $23,132,621 $0 $13,992,352 $15,174,762 $33,284,448 $25,423,653 $25,423,653 2100 CPI Increase3
, up to 3% $139,842,275 $23,710,936 $0 $14,342,160 $15,554,131 $34,116,559 $26,059,244 $26,059,244 2101 CPI Increase3
, up to 3% $143,338,332 $24,303,710 $0 $14,700,714 $15,942,985 $34,969,473 $26,710,725 $26,710,725 2102 10% (per 3.3.1) $157,672,166 $26,734,081 $0 $16,170,786 $17,537,283 $38,466,420 $29,381,798 $29,381,798 2103 CPI Increase3
, up to 3% $161,613,970 $27,402,433 $0 $16,575,056 $17,975,715 $39,428,081 $30,116,343 $30,116,343 2104 CPI Increase3
, up to 3% $165,654,319 $28,087,494 $0 $16,989,432 $18,425,108 $40,413,783 $30,869,251 $30,869,251 2105 CPI Increase3
, up to 3% $169,795,677 $28,789,681 $0 $17,414,168 $18,885,736 $41,424,128 $31,640,982 $31,640,982 2106 CPI Increase3
, up to 3% $174,040,569 $29,509,423 $0 $17,849,522 $19,357,879 $42,459,731 $32,432,007 $32,432,007 2107 CPI Increase3
, up to 3% $178,391,583 $30,247,159 $0 $18,295,760 $19,841,826 $43,521,224 $33,242,807 $33,242,807 2108 CPI Increase3
, up to 3% $182,851,373 $31,003,337 $0 $18,753,154 $20,337,872 $44,609,255 $34,073,877 $34,073,877 2109 CPI Increase3
, up to 3% $187,422,657 $31,778,421 $0 $19,221,983 $20,846,319 $45,724,486 $34,925,724 $34,925,724 2110 CPI Increase3
, up to 3% $192,108,223 $32,572,881 $0 $19,702,532 $21,367,477 $46,867,598 $35,798,867 $35,798,867 2111 CPI Increase3
, up to 3% $196,910,929 $33,387,203 $0 $20,195,096 $21,901,664 $48,039,288 $36,693,839 $36,693,839 2112 10% (per 3.3.1) $216,602,022 $36,725,924 $0 $22,214,605 $24,091,830 $52,843,217 $40,363,223 $40,363,223 2113 CPI Increase3
, up to 3% $222,017,072 $37,644,072 $0 $22,769,970 $24,694,126 $54,164,297 $41,372,304 $41,372,304 2114 CPI Increase3
, up to 3% $227,567,499 $38,585,174 $0 $23,339,220 $25,311,479 $55,518,405 $42,406,611 $42,406,611 2115 CPI Increase3
, up to 3% $233,256,687 $39,549,803 $0 $23,922,700 $25,944,266 $56,906,365 $43,466,777 $43,466,777 2116 CPI Increase3
, up to 3% $239,088,104 $40,538,548 $0 $24,520,768 $26,592,872 $58,329,024 $44,553,446 $44,553,446 2117 CPI Increase3
, up to 3% $245,065,306 $41,552,012 $0 $25,133,787 $27,257,694 $59,787,250 $45,667,282 $45,667,282 2118 CPI Increase3
, up to 3% $251,191,939 $42,590,812 $0 $25,762,132 $27,939,137 $61,281,931 $46,808,964 $46,808,964 2119 CPI Increase3
, up to 3% $257,471,738 $43,655,582 $0 $26,406,185 $28,637,615 $62,813,979 $47,979,188 $47,979,188 2120 CPI Increase3
, up to 3% $263,908,531 $44,746,972 $0 $27,066,339 $29,353,555 $64,384,328 $49,178,668 $49,178,668 2121 CPI Increase3
, up to 3% $270,506,244 $45,865,646 $0 $27,742,998 $30,087,394 $65,993,937 $50,408,135 $50,408,135 2122 CPI Increase3
, up to 3% $170,980,461 - - - - $67,643,785 $51,668,338 $51,668,338 2123 CPI Increase3
, up to 3% $105,920,093 - - - - - $52,960,046 $52,960,046 2124 CPI Increase3
, up to 3% $108,568,095 - - - - - $54,284,048 $54,284,048 2125 CPI Increase3
, up to 3% $55,641,149 - - - - - - $55,641,149
2126 CPI Increase3
, up to 3% $57,032,178 - - - - - - $57,032,178
Notes
All numbers are illustrative, representing a specific scenario. Actual numbers may vary. 1 See Table 3B for illustrative calculation of Base Rent in the 45th Project Lease Year. 2 See Table 3C for illustrative calculation of Base Rent in the 70th Project Lease Year. 3 Ground Lease Section 3.2.2 provides for Base Rent increase equal to the lesser of the CPI Increase and 3%. Illustration reflects a CPI Increase of 2.5%, actual CPI Increase will vary. 50 51
52 53
54 55
Phase 2 - 7 Annual Base Rent Per DDA Section 4.8(d), Section 6, and Exhibit G-2 Article 3 (Illustrative Example) 46 47
48 49
62 63
64 65
66 67
56 57
58 59
60 61
84 85
74 75
76 77
78 79
68 69
70 71
72 73
104
98 99
100
101
102
103
92 93
94 95
96 97
86 87
88 89
90 91
80 81
82 83
Phase 2 Phase 2A Phase 3 Phase 4 Phase 5 Phase 6 Phase 7 Aggregate Project
Allowed Square Footage
Allowed Square Footage (illustrative) 8,291,400 1,419,800 NA 1,419,800 1,419,800 1,440,000 1,296,000 1,296,000Section 3.3.2(b): Base Rent Adjustment in the 45th Project Lease Year Base Rent shall be an amount equal to the greatest of: 3.3.2(b)(i) Airspace Parcel Fair Market Value in Year 45 (illustrative) $230,933,333 NA $230,933,333 $230,933,333 $396,800,000 $243,600,000 $243,600,000 In No Event Greater Than Allowed Square Footage x $200 = $283,960,000 NA $283,960,000 $283,960,000 $288,000,000 $259,200,000 $259,200,000 Lesser of two amounts above $230,933,333 NA $230,933,333 $230,933,333 $288,000,000 $243,600,000 $243,600,000Less: Premises Premium Costs (illustrative) ($175,000,000) NA ($175,000,000) ($150,000,000) ($100,000,000) ($100,000,000) ($100,000,000) Amount subject to the 6.5% factor $55,933,333 NA $55,933,333 $80,933,333 $188,000,000 $143,600,000 $143,600,0003.3.2(b)(i) Amount (illustrative) amount above x 6.5% = $3,635,667 NA $3,635,667 $5,260,667 $12,220,000 $9,334,000 $9,334,000

3.3.2(b)(ii)
Fraction Allowed Square Footage ÷
Aggregate Project Allowed Square Footage =

0.171238 NA 0.171238 0.171238 0.173674 0.156307 0.156307

3.3.2(b)(ii) Amount (illustrative) = $30,000,000 x above fraction $5,137,130 NA $5,137,130 $5,137,130 $5,210,218 $4,689,196 $4,689,196

3.3.2(b)(iii)

3.3.2(b)(iii) Amount (illustrative) = Base Rent in the immediately preceding Lease Year
$8,492,874 NA $2,595,927 $2,570,576 $2,352,442 $2,744,515 $2,569,864 = greatest of 3.3.2(b) (i), (ii), and (iii) amounts $8,492,874 NA $5,137,130 $5,260,667 $12,220,000 $9,334,000 $9,334,000 EXHIBIT I, TABLE 3B
ILLUSTRATIVE EXAMPLE FOR PHASES 2 - 7
Base Rent Adjustment in the 45th Project Lease Year
DDA Exhibit G-2 Section 3.3.2 (b)
Base Rent for the 45th Project Lease Year (illustrative) Phase 2 Phase 2A Phase 3 Phase 4 Phase 5 Phase 6 Phase 7 Aggregate Project
Allowed Square Footage
Allowed Square Footage (illustrative) 8,291,400 1,419,800 NA 1,419,800 1,419,800 1,440,000 1,296,000 1,296,000Section 3.3.2(c): Base Rent Adjustment in the 70th Project Lease YearBase Rent shall be an amount equal to the greater of: 3.3.2(c)(i) Airspace Parcel Fair Market Value in Year 70 (illustrative) $346,400,000 NA $346,400,000 $346,400,000 $595,200,000 $365,400,000 $365,400,000In No Event Greater Than Allowed Square Footage x $350 = $496,930,000 NA $496,930,000 $496,930,000 $504,000,000 $453,600,000 $453,600,000 Lesser of two amounts above $346,400,000 NA $346,400,000 $346,400,000 $504,000,000 $365,400,000 $365,400,000Less: Premises Premium Costs (illustrative) ($175,000,000) NA ($175,000,000) ($150,000,000) ($100,000,000) ($100,000,000) ($100,000,000) Amount subject to the 6.5% factor $171,400,000 NA $171,400,000 $196,400,000 $404,000,000 $265,400,000 $265,400,0003.3.2(c)(i) Amount (illustrative) amount above x 6.5% = $11,141,000 NA $11,141,000 $12,766,000 $26,260,000 $17,251,000 $17,251,000

3.3.2(c)(ii)
Base Rent in the immediately preceding Lease Year $17,691,518 NA $10,701,163 $10,958,502 $25,455,499 $19,443,668 $19,443,6683.3.2(c)(ii) Amount (illustrative) = amount above x 110% $19,460,670 NA $11,771,279 $12,054,352 $28,001,049 $21,388,035 $21,388,035 = greater of 3.3.2(c) (i) and (ii)
amounts
$19,460,670 NA $11,771,279 $12,766,000 $28,001,049 $21,388,035 $21,388,035 EXHIBIT I, TABLE 3C
ILLUSTRATIVE EXAMPLE FOR PHASES 2 - 7
Base Rent Adjustment in the 70th Project Lease Year
DDA Exhibit G-2 Section 3.3.2 (c)
Base Rent for the 70th Project Lease Year (illustrative) 11 EXHIBIT L TO DDA (Preliminary Title Report)
[ATTACHED]

EXHIBIT L

PRELIMINARY TITLE REPORT
The following table identifies exceptions as numbered on that certain Schedule B, Part II of the Commitment for Title Insurance from First American Title Insurance Company, File No: NCS-1025686-SF, dated on page four thereof as “Revision No.: 4 – 06/20/2022”, with numbers in parentheses showing the same exceptions as numbered in the original Preliminary Report from First American Title Insurance Company, Order No. 738093-1 dated on page two as June 8, 2016 (the “Original TC”) contained in the original Exhibit L to the Disposition and Development Agreement dated August 12, 2016 (the “DDA”). Capitalized terms used, but not defined herein, shall have the meanings ascribed to them in the DDA.

Pursuant to the DDA by and between the City of Santa Clara, California (the “City”) and Related Santa Clara, LLC (“Related”), Related as Master Developer under the DDA agrees that the exceptions marked with a “Yes” under the “Approved as Permitted Exception” column in the chart below are hereby deemed “approved” by Related pursuant to Section 13.1.6 of the DDA and accepted by Related as “Permitted Exceptions” pursuant to Section 13.1.7 of the DDA, subject to the Qualifications. The City agrees to the terms and conditions set forth in the “Qualifications” column in the chart below (the “Qualifications”). This Exhibit L shall automatically replace the original Exhibit L to the DDA pursuant to Section 13.1.6 of the DDA.

Exception
No.

Description Approved as
Permitted
Exception?
City required to
remove prior
execution of
applicable
Ground Lease?
Qualifications
1 Any defect, lien, encumbrance, adverse
claim, or other matter that appears for the
first time in the Public Records or is
created, attaches, or is disclosed between
the Commitment Date and the date on
which all of the Schedule B, Part IRequirements are met.

No Yes (City to
provide
Owner’s
Declaration)
For the avoidance of doubt, any such defect, lien,
encumbrance, adverse claim, or other matter that
appears for the first time in the Public Records or is
created, attaches, or is disclosed between the
Commitment Date and the date on which all of the
Schedule B, Part I-Requirements are met shall only
be a Permitted Exception if it is created by, or with
the written consent of, Master Developer pursuant to
Section 13.1.7 of the DDA. Further, pursuant to
Section 13.1.7 of the DDA, once a Tenant has been
designated, no further exceptions shall be Permitted
Exceptions with respect to such Tenant’s Premises
without the Approval of such Phase Developer.
2 Exception
No.

Description Approved as
Permitted
Exception?
City required to
remove prior
execution of
applicable
Ground Lease?
Qualifications
2 (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.

No Yes (City to
provide
Owner’s
Declaration)
None
3 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.

No Yes (City to
provide
Owner’s
Declaration)
None
4 Easements, liens or encumbrances, or
claims thereof, not shown by the Public
Records.

No Yes (City to
provide
Owner’s
Declaration)
None
5 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.

No (if Related
provides a
survey); Yes
(if Related
does not
provide a
survey)
No None
6 (a) Unpatented mining claims; (b)
reservations or exceptions in patents or in
No Yes (City to
provide
None
3 Exception
No.

Description Approved as
Permitted
Exception?
City required to
remove prior
execution of
applicable
Ground Lease?
Qualifications
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.

Owner’s
Declaration)
7 (Original
TC 1 and
3)
General and special taxes and assessments
for the fiscal year 2022-2023 are exempt,
if the exempt status is terminated an
additional tax may be levied.

Yes No None
8 (Original
TC 2)
The lien of supplemental taxes, if any,
assessed pursuant to Chapter 3.5
commencing with Section 75 of the
California Revenue and Taxation Code.

Yes No None
9 This item has been intentionally deleted. N/A N/A N/A 10 This item has been intentionally deleted. N/A N/A N/A 11 (Original
TC 6)
An easement for gas pipe line and
incidental purposes, recorded November
05, 1931 in Book 586, Page 516 of
Official Records.

Yes No None
12 (Original
TC 7)
An easement for gas pipeline and
incidental purposes, recorded November
24, 1931 in Book 592, Page 232 of
Official Records.

Yes No None
4 Exception
No.

Description Approved as
Permitted
Exception?
City required to
remove prior
execution of
applicable
Ground Lease?
Qualifications
The terms and provisions contained in the
document entitled “Joint Use Agreement”
recorded May 02, 1988 in Book K520,

Page 1137 ends

City Council and Authorities ConcurrentDecember 8, 2022

City Council and Authorities Concurrent
December 8, 2022