Proposed First Amendment to DDA with Related Santa Clara — City Council and Authorities Concurrent, December 8, 2022

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 “1st Amendment Reference Date”), by and between Related Santa Clara, LLC, a Delaware limited liability company (“ Master Developer ”), and the City of Santa Clara, a chartered municipal corporation (“City”). Each of the City and the Master Developer is referred to individually as a “Party” and collectively as the “Parties.”

RECITALS
WHEREAS, City and Master Developer entered into that certain 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 o f 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 con templated 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 sign ed 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 th e 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:

STATE OF CALIFORNIA )
) ss.

I certify under PENALTY OF PERJURY under the laws of the State of Calif ornia 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 then - current 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 disp ute 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 m arket 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 betwee n 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 t he 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 ap proved 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 i s 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 o f 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 Increase 2, 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 Increase
3, 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 1,296,000 Section 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 $243,600,000 Less: 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 $143,600,000

3.3.2(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 1,296,000 Section 3.3.2(c): Base Rent Adjustment in the 70th Project Lease Year Base 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 $365,400,000 In 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 $365,400,000 Less: 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 $265,400,000

3.3.2(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 $19,443,668

3.3.2(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 I-
Requirements 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

Document(s) declaring modifications
thereof recorded February 05, 1992 in
Book M035, Page 1868 of Official
Records.
13 (Original
TC 10)
An easement for sewer lines and pipes
and incidental purposes, recorded April
17, 1957 in Book 3777, Page 474 of
Official Records.

Yes No None
14 (Original
TC 11)
An easement for installation and
maintenance of sewer lines and incidental
purposes, recorded May 21, 1957 in Book
3802, Page 365 of Official Records.

Yes No None
15 (Original
TC 12)
Abutter's rights of ingress and egress to or
from State Highway 237 have been
relinquished in the document recorded
June 10, 1960 in Book 4820, Page 641 of
Official Records.

Yes No None
16 (Original
TC 13)
A waiver of any claims for damages by
reason of the location, construction,
landscaping or maintenance of a
contiguous freeway, highway, roadway or
transit facility as contained in the
Yes No None

5 Exception
No.

Description Approved as
Permitted
Exception?
City required to
remove prior
execution of
applicable
Ground Lease?
Qualifications
document recorded June 10, 1960 in Book
4820, Page 641 of Official Records.
17 (Original
TC 14)
An easement for sewer lines and
incidental purposes, recorded October 19,
1960 in Book 4954, Page 133 of Official
Records.

Yes No None
18 (Original
TC 16)
An easement for gas, oil and water pipe
lines and incidental purposes, recorded
February 5, 1969 in Book 8425, Page 726
of Official Records.

Yes No None
19 (Original
TC 17)
An easement for pipelines, streets and
utilities and incidental purposes, recorded
April 26, 1973 as Instrument No. 4503719
in Book 0346, Page 667 of Official
Records.

Yes No None
20 (Original
TC 19)
The terms and provisions contained in the
document entitled “Indenture” recorded
July 01, 1974 as Instrument No. 4800146
in Book 0971, Page 104 of Official
Records. By and between Southern
Pacific Transportation Company and the
City of Santa Clara.

Yes No None
21 (Original
TC 20)
The terms and provisions contained in the
document entitled “A Resolution
Dedicating Lands of the City of Santa
Clara to Particular Public Uses” recorded
Yes No None

6 Exception
No.

Description Approved as
Permitted
Exception?
City required to
remove prior
execution of
applicable
Ground Lease?
Qualifications
October 01, 1974 as Instrument No.
4864639 in Book B111, Page 1 of Official
Records. By City of Santa Clara.
22 (Original
TC 21)
An easement for slope purposes and
incidental purposes, recorded October 01,
1974 in Book B111, Page 31 of Official
Records.

Yes No Related’s Phase 1 work includes backfilling the area occupied by this slope easement, which will
eliminate the need for the slope easement. The City
agrees to quitclaim this easement after Related
completes the backfill work, which is expected to
occur after the Ground Lease is entered but during
Phase 1 construction. The City’s obligation to
quitclaim this easement will be documented in the
Phase 1 Ground Lease.
23 (Original
TC 23)
The terms and provisions contained in the
document entitled “Street or Highway
Easement” recorded October 28, 1982 as
Instrument No. 7503245 in Book H110,

Page 448 ends

Yes No None
24 (Original
TC 24)
The terms and provisions contained in the
document entitled “Agreement” recorded
November 21, 1984 as Instrument No.
8258862 in Book J059, Page 714 of
Official Records. By and between
Southern Pacific Transportation Company
and the City of Santa Clara.

Yes No None
25 An easement for electric generation,
transmission facilities and incidental
Yes No None

7 Exception
No.

Description Approved as
Permitted
Exception?
City required to
remove prior
execution of
applicable
Ground Lease?
Qualifications
(Original
TC 30)
purposes, recorded July 24, 1985 in Book
J407, Page 615 of Official Records.
26 (Original
TC 31)
The effect of a map purporting to show
the land and other property, filed January
07, 1987 in Book 570, Page 5 of Record
of Surveys.

Yes No Related accepts this exception, provided that
Related reserves the right to request that this
exception be removed from title in the future (if,
e.g., it is superseded by a subsequent survey or
map), in which case City will reasonably cooperate
with those efforts.
27 (Original
TC 33)
An easement for electrical transmission
lines, poles and incidental purposes,
recorded September 17, 1987 as
Instrument No. 9435091 in Book K297,

Page 246 ends

Terms and provisions contained in the
above document.

Document(s) declaring modifications
thereof recorded March 05, 2002 as
Instrument No. 16140681 of Official
Records.

Yes No None
28 (Original
TC 34)
The terms, provisions and easement(s)
contained in the document entitled “Joint
Use Agreement” recorded May 02, 1988
in Book K520, Page 1137 of Official
Records.

Document(s) declaring modifications
thereof recorded February 05, 1992 in
Yes No Related accepts this exception, provided that if Related requests that this exception be removed
from title, City will reasonably cooperate with those
efforts in accordance with DDA Section 13.2.2.

8 Exception
No.

Description Approved as
Permitted
Exception?
City required to
remove prior
execution of
applicable
Ground Lease?
Qualifications
Book M035, Page 1868 of Official
Records.
29 (Original
TC 37)
An easement for pipe lines and incidental
purposes, recorded February 05, 1992 in
Book M035, Page 1868 of Official
Records.

Yes No None
30 (Original
TC 40)
Abutter's rights of ingress and egress to or
from State Highway 237 have been
relinquished in the document recorded
February 10, 1997 as Instrument No.
13607857 of Official Records.

Yes No None
31 This item has been intentionally deleted. N/A N/A N/A 32 (Original
TC 42)
An easement for public utilities, including
public communication services and
incidental purposes, recorded September
25, 1998 as Instrument No. 14415534 of
Official Records.

Yes No None
33 (Original
TC 43)
An easement shown or dedicated on the
map filed or recorded February 15, 2001
in Book 737, Page 1 of Maps.

For: private landscape, sanitary sewer,
recycled water and incidental purposes.

Per the filed map, said easements shall be
kept open and free from buildings, and
structures of any kind except public utility
Yes No Related accepts this exception, provided that the City reasonably cooperates in the exercise of its
rights under this easement to require the removal or
relocation of the landscape and recycled water
improvements as reasonably necessary to allow the
future construction of the access road from Parcel 4
into Parcel 3.

9 Exception
No.

Description Approved as
Permitted
Exception?
City required to
remove prior
execution of
applicable
Ground Lease?
Qualifications
structures, irrigation systems and
appurtenances thereto and lawful fences.

No private utility shall be placed in said
easements except for purpose of crossing.

The City of Santa Clara shall have right of
access for the purpose of maintaining,
replacing, adding to or removal of said
facilities.
34 (Original
TC 45)
The terms, provisions and easement(s)
contained in the document entitled
“Easement Agreement” recorded
February 16, 2001 as Instrument No.
15563491 of Official Records.

Yes No Related accepts this exception, provided that the Ground Lease for any property affected by the
easement will relieve the Phase Developer from any
obligation or liability related to the City’s
maintenance obligations under the subject Easement
Agreement.
35 (Original
TC 46)
An easement for transmission of electric
energy and communication and incidental
purposes, recorded September 26, 2002 as
Instrument No. 16502193 of Official
Records.

The terms and provisions contained in the
document entitled “Bridge Consent
Agreement” recorded October 18, 2017 as
Instrument No. 23779481 of Official
Records.

Yes No None
36 Terms and provisions of an unrecorded
lease dated February 12, 2008, by and
between City of Santa Clara, a chartered
Yes No None

10 Exception
No.

Description Approved as
Permitted
Exception?
City required to
remove prior
execution of
applicable
Ground Lease?
Qualifications
(Original
TC 47)
California municipal corporation as lessor
and Ameresco Santa Clara LLC, a
Delaware limited liability company as
lessee, as disclosed by a Memorandum of
Lease recorded February 10, 2009 as
Instrument No. 20126485 of Official
Records.

Defects, liens, encumbrances or other
matters affecting the leasehold estate,
whether or not shown by the public
records are not shown herein.
37 (Original
TC 48)
“Resolution No. 10-7719, A Resolution of
the City of Santa Clara, California,
Granting Certain Portion of Real Property
Owned by the City of Santa Clara
Located at 5401 Lafayette Street to the
City of Santa Clara for Use as an
Underground Electric Easement [APN 97-
01-073 (2008-09)]”, recorded May 14,
2010 as Instrument No. 20712467 of
Official Records.

Yes No None
38 (Original
TC 49)
An easement for public right-of-way and
incidental purposes, recorded June 02,
2011 as Instrument No. 21195719 of
Official Records.

Yes No None
39 The terms and provisions contained in the
document entitled “City of Santa Clara
No Yes None

11 Exception
No.

Description Approved as
Permitted
Exception?
City required to
remove prior
execution of
applicable
Ground Lease?
Qualifications
(Original
TC 51)
Parking Rights Agreement” recorded
March 29, 2012 as Instrument No.
21605287 of Official Records by and
between the City of Santa Clara and Santa
Clara Stadium Authority.
40 (Original
TC 52)
The terms and provisions contained in the
document entitled “City of Santa Clara
Parking Rights Agreement” recorded
March 29, 2012 as Instrument No.
21605289 of Official Records by and
between the City of Santa Clara and Forty
Niners Santa Clara Stadium Company,
LLC
No Yes None
41 (Original
TC 53)
The terms, provisions and easement(s)
contained in the document entitled
“Easement Agreement” recorded October
31, 2012 as Instrument No. 21926019 of
Official Records.

Yes No Related accepts this Exception, provided that the City reasonably cooperates in the exercise of its
rights under this Easement to require the removal or
relocation of the landscape and recycled water
improvements as reasonably necessary to allow the
future construction of the access road from Parcel 4
to Parcel 3.
42 The terms and provisions contained in the
document entitled “Disposition and
Development Agreement (City Place
Santa Clara)” recorded October 07, 2016
as Instrument No. 23456796 of Official
Records. By and between the City of
Santa Clara, a chartered municipal
corporation and Related Santa Clara,
Yes No None

12 Exception
No.

Description Approved as
Permitted
Exception?
City required to
remove prior
execution of
applicable
Ground Lease?
Qualifications
LLC, a Delaware limited liability
company.
43 The terms and provisions contained in the
document entitled “Development
Agreement (City Place Santa Clara)”
recorded October 07, 2016 as Instrument
No. 23456797 of Official Records. By
and between the City of Santa Clara, a
chartered municipal corporation and
Related Santa Clara, LLC, a Delaware
limited liability company.

Yes No None
44 An easement for underground electric
utility and incidental purposes, recorded
October 09, 2019 as Instrument No.
24300318 of Official Records.

Yes No The City agrees to quitclaim this easement after Related demolishes the electrical facilities in the
easement area that support the existing recycled
water pump station and the temporary traffic signal
at the intersection of Great America Parkway and
the Temporary Road.
45 The terms and provisions contained in the
document entitled “Multimodal
Improvement Funding Agreement (City
Place Santa Clara)” recorded December
24, 2019 as Instrument No. 24365032 of
Official Records.

Yes No None
46 Any facts, rights, interests or claims
which would be disclosed by a correct
ALTA/NSPS survey.

No (if Related
provides a
survey); Yes
(if Related
No None

13 Exception
No.

Description Approved as
Permitted
Exception?
City required to
remove prior
execution of
applicable
Ground Lease?
Qualifications
does not
provide a
survey)
47 (Original
TC 54)
Rights of parties in possession. No Yes (City to
provide
Owner’s
Declaration)
None
48 This item has been intentionally deleted. N/A N/A N/A 49 This item has been intentionally deleted. N/A N/A N/A 50 This item has been intentionally deleted. N/A N/A
51 The terms, provisions and easement(s)
contained in the document entitled
“Interim Parking Rights Agreement
(Stadium Authority; City Place Buildout)”
recorded January 15, 2021 as Instrument
No. 24789169 of Official Records.

Yes No None
52 The terms, provisions and easement(s)
contained in the document entitled
“Interim Parking Rights Agreement
(StadCo Place Buildout)” recorded
January 15, 2021 as Instrument No.
24789170 of Official Records.

Yes No None

Agreed to and accepted by:

RELATED SANTA CLARA, LLC,
a Delaware limited liability company

By: _____________________________________ Dated: _____________________________________ Name: _____________________________________
Its: _____________________________________

Agreed to and accepted by:

THE CITY OF SANTA CLARA, CALIFORNIA,
a chartered California municipal corporation

By: _____________________________________ Dated: _____________________________________ Name: _____________________________________
Its: _____________________________________

City Council and Authorities ConcurrentDecember 8, 2022

City Council and Authorities Concurrent
December 8, 2022