City Council and Authorities Concurrent
May 23, 2023

TABLE OF CONTENTS
ARTICLE 1 - BASIC LEASE PROVISIONS ................................................................................. 3 ARTICLE 2 - LEASED PREMISES ............................................................................................... 4 ARTICLE 3 - TERM ............................................................................... : ....................................... 6 ARTICLE 4 - RENT ........................................................................................................................ 7 ARTICLE 5 - POSSESSION OF LEASED PREMISES ................................................................ 8 . ARTICLE 6 - TAXES ...................................................................................................................... 9 ARTICLE 7 - CONDUCT OF BUSINESS BY TENANT ............................................................. 9 ARTICLE 8 - MAINTENA.NCE AND REPAIRS ........................................... : ............................ 14 ARTICLE 9 - COMMON AREA ........................................................................................... : ....... 15 ARTICLE 10 - UTILITIES ........................................................................................................... 17 ARTICLE 11 - ALTERATIONS, SIGNS AND FIXTURES ............... .' ....................... : ............... 18 ARTICLE 12 - SURRENDER OF PREMISES ............................................................................ 20 ARTICLE 13 - INSURANCE AND INDEMNITY ...................................................................... 20 ARTICLE 14 - OFFSET STATEMENT, ATTORNMENT, SUBORDINATION, MORTGAGEE PROTECTION CLAUSE ...................................................................................... 23 ARTICLE 15 - ASSIGNMENT AND SUBLETTING ................................................................. 24 ARTICLE 16 - DESTRUCTION .................................................................................................... 25 ARTICLE 17 - EMINENT DOMAIN ........................................................................................... 26 ARTICLE 18 - DEFAULT ............................................................................................................ 28 ARTICLE 19 - HOLDING OVER, SUCCESSORS ..................................................................... 31 ARTICLE 20 - QUIET ENJOYMENT ......................................................................................... 31 rx c:\Shea Properties\Rivennark - City - Lease4

AR TI CLE 21 - MISCELLANEOUS ............ · ................................................................................. 31 rx c:\Shea Properties\Rivermark - City - Lease4

SHOPPING CENTER LEASE
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. This SHOPPING CENTER LEASE ("Lease") dated...7f,)anuary 2003 ("Effective Date" . or "Reference Date") is between RIVERMARK VILLAGE LLC, a California limited liability company ("Landlord") and THE CITY OF SANTA CLARA, a chartered municipal corporation ("Tenant") (individually, a "Party," and collectively, the "Parties").

1. BASIC LEASE PROVISIONS
I.I Tenant's Name: City of Santa Clara.

1.2 Shopping Center: Rivermark Village in Santa Clara ("City''), Santa Clara County ("County''), California ("State"), as shown on Exhibit A-1.

1.3 Premises Address: TBD, Santa Clara, California as shown on Exhibit A-2.

1.4 Premi~es Floor Area: Approximately 2,500 square feet.

1.5 Term: Ten (10) years.

1.6 Turnover Date; Commencement Date; Expiration Date; Turnover Date; The date Landlord delivers possession of the Premises to Tenant in the condition described in Section 5 .2 and Exhibit B. Commencement Date: The Turnover Date. Estimated Turnover Date: 1 March · 2003, subject to extension because of any Tenant Delays. Expiration Date: Midnight on the tenth (10th) anniversary of the day before the Turnover Date (subject to_ Sections 1.14 and 3.5).

1. 7 Minimum Rent.

Years Annual Minimum Rent
I - 10 $1.00 per year
11 - 15 (if exercised) $1.00 per year
16 - 20 (if exercised) $1.00 per year

1.8 Use of Premises; Minimum Hours of Operation: Tenant shall use the Premises solely as a community service facility and police substation, without any jail, detention or holding facilities under Tenant's name ("Tenant's Permitted Use") and for no other use without Landlord's prior written consent. Tenant's minimum hours of operation from the Premises ("Minimum Hours of Operation") shall be as determined by Tenant. rx c:\Shea Properties\Rivermark - City - Lease4

1.9 Address for Notices to Tenant:

Chief of Police
Santa Clara Police Department
601 El Camino Real
Santa Clara, CA 90050
Telephone Number: (408) 615-4700
Facsimile Number: (408) 261-9165

1.10 Address for Notices to Landlord:

Shea Properties
2580 Shea Center Drive
Livermore, California 94550
Attn: Property Manager
Telephone Number: (925) 245-3660
• Facsimile Number: (925) 245-8838

1.11 Interest Rate: Ten percent (10%) per annum, as referred to in sections 4.3, 8.3,

11.5 and 13.2.

1.12 First Year's Advance Rent: $1.00, to be paid to Landlord by Tenant when Tenant executes this Lease.

1.13 Tenant Improvements: The tenant improvements to be installed in the Premises by Landlord, as described in the Work Letter Agreement attached as Exhibit B.

1.14 Extension Term: Two (2) five-year (5-year) Extension Terms.

2. LEASED PREMISES

2.1 Premises; Floor Area; Shopping Center; Landlord leases to Tenant, and Tenant leases from Landlord, those certain Premises described in Section 1.3 in the Shopping Center described in Section 1.2. The Premises consist of a store having Floor Area of approximately the square footage stated in Section 1.4. "Floor Area" means all areas designated by Landlord for the exclusive use of Tenant or other occupants of the Shopping Center measured from the outside of the exterior walls and the center of the interior demising walls. The boundaries and location of the Premises are generally depicted and outlined on the site plan of the Shopping Center attached as Exhibit A-1 ("Site Plan") and shall be deemed to include the entryway to the Premises. The approximate shape and dimensions of the Floor Area of the Premises are depicted on Exhibit A-2.

2.2 Reservations. Tenant acknowledges and agrees that Exhibit A-1 sets forth the approximate layout of the Shopping Center and shall not be deemed a representation by Landlord rx c:\Shea Properties\Rivermark - City - Lease4

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that any improvements not presently existing in the Shopping Center shall be constructed as shown thereon or within any specified period, or that any tenants or occupants designated by name or type of business will conduct business in the Shopping Center, or that the Shopping Center will not be expanded, reduced or otherwise modified. Landlord makes no representations or warranties of any kind as to the nature, size, location or time of construction of any structures in the Shopping Center, whether or not such structures are shown on the Site Plan, any other exhibit to this Lease or as to any sales or other materials or literature concerning the Shopping Center. Provided Landlord does not unreasonably interfere with Tenant's use of and access to the Premises, Landlord reserves the right anytime to (i) make alterations or additions to the building in which the Premises are contained (the "Building"); (ii) construct other buildings or improvements in the Shopping Center and make alterations or additions thereto; (iii) enter on the roof of the Premises to effect items of repair and maintenance; and (iv) use the roof and exterior walls and any air space above the Premises and any area or space below the Premises. Any diminution or shutting off light, air or view to the Premises or any part thereof by the Shopping Center or any personal property, fixture or improvement that may be built in or upon the premises of any other tenant, any portion of the Shopping Center other than the Premises or on lands next to the Premises shall in no way affect this Lease, abate rent or otherwise impose any liability on Landlord.

2.3 Conditions of Record. Landlord's title and Tenant's leasing of the Premises are subject to: (i) the effect of any covenants, conditions, restrictions, easements, reciprocal easement and operating agreements, development agreements, deeds of trust, ground leases, rights of way and other· matters or documents of record now or from now on recorded. against Landlord's title, (ii) the effects of all zoning laws of the City, County and State, and (iii) general and special taxes and assessments. Tenant agrees that (i) as to its leasehold estate, Tenant, and all persons in possession or holding under Tenant, will conform to and will not violate said matters of record, and (ii) this Lease is and shall be subject and subordinate to said matters of record and any amendments or modifications thereto.

2.4 Right to Relocate. Landlord may relocate the Premises to another section of the Shopping Center according to the following requirements:

2.4.1 The size and access to the new premises must be substantially similar to the Premises and the new Premises shall not be smaller than 2,500 square feet.

2.4.2 Tenant's Minimum Rent shall be the same for the new premises as for the Premises.

2.4.3 Landlord shall give Tenant at least ninety (90) days' notice of the relocation and after that Landlord shall diligently complete the relocation.

2.4.4 Landlord shall, at its expense, install improvements to the new premises comparable to Tenant's Work and move Tenant's furniture, fixtures, equipment, files, other personal property and inventory to the new premises.

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2.4.5 Landlord and Tenant shall execute an amendment to the Lease to reflect the new premises.

2.4.6 Despite the above, Landlord may, anytime before the Turnover Date, after at least ten (10) days' notice to Tenant, change the location of the Premises. If Landlord exercises its right under this subsection, Landlord shall be liable for any costs of Landlord's Work described in Exhibit B that have been reimbursed to Landlord by Tenant.

2.5 License for Roof Antenna. Landlord here licenses to Tenant, and Tenant licenses from Landlord, a non-exclusive part of the roof of building_ for the installation, maintenance, repair and operation of "Communications Equipment," including, but not limited to, transmitter/receiver base stations, antennas and satellite dishes and other facilities, including, but not limited to, electrical cables, wiring, telephone lines, coaxial cable and HV AC and back up power systems, for voice and data transmission exclusively relating to Tenant's Permitted.

Use. Tenant shall use the roof for no other use or purpose. Tenant accepts the roof "AS IS." Tenant, at its sole cost, shall complete any improvements that Tenant requires for Tenant's use of the roof. All such work shall comply with this Lease, and Landlord shall have no responsibility to do or pay for the same. Landlord may anytime during the term of this license, install, relocate, maintain, and operate conduits, facilities, structures and other mechanical systems in, on and through the roof. If Landlord wants to relocate any such conduits, facilities or structures, Tenant shall cooperate with Landlord. At the expiration or earlier termination of this Lease, Tenant shall remove all Communications Equipment, improvements and personal property from the roof and surrender possession of the roof to Landlord :in cleah condition and good state of repair, except ordinary wear and tear, damage or destruction covered by this Lease, and any repair Landlord is obligated to perform pursuant to this Lease. At Tenant's sole expense, Tenant shall procure, maintain, and make available for Landlord's inspection any governmental license or permit , required for the proper and lawful conduct of Tenant's use_ of the roof. Tenant shall not use the root or permit or fail to prevent the roof to be used, ( a) for any purpose or in any manner that violates any Law and/or the requirements of the insurance underwriter(s) for the Shopping Center or (b) violating other tenants' uses of their respective premises or interfering with other tenants' uses of their respective premises. Tenant shall not cause or permit any waste to occur on the roof and shall not overload the roof, or any mechanical, electrical, plumbing or utility systems serving the roof.

3. TERM
3 .1 Term; Commencement Date. The Term of this Lease shall be for the period designated in Section 1.5, commencing on the Turnover Date specified in Section 1.6, and ending on the Expiration Date specified in Section 1.6, unless the Term is sooner terminated or extended as provided in this Lease.

3.2 Memorandum of Commencement Date. Within five (5) business days after the Commencement Date, Tenant and Landlord shall execute a written memorandum rx c:\Shea Properties\Rivermark - City - Lease4

("Commencement Memorandum") on Landlord's standard form stating the actual Commencement Date and the Expiration Date. as determined pursuant to Section 3 .1. However, failure of Tenant to execute the Commencement Memorandum shall not affect Landlord's deterinination of the Commencement Date and the Expiration Date.

3.3 Estimated Turnover Date; Estimated Commencement Date. The Parties estimate that the Term of this Lease will commence on the Turnover Date set forth in Section 1.6. The Estimated Commencement Date is merely an estimate of the Commencement Date based upon the Estimated Turnover Date and, consequently, Tenant agrees that Landlord shall have no liability to Tenant for any loss or damage, nor shall Tenant be entitled to terminate or cancelthis Lease, if Landlord does not deliver the Premises to Tenant by the Estimated Turnover Date for any re.ason whatever. If Landlord for any reason cannot deliver possession of the Premises by the Estimated Turnover Date, this Lease shall not be void or voidable nor shall Landlord be liable to Tenant for any resulting loss or damage.

3.4 Early Occupancy. If Tenant enters or occupies the Premises before the Commencement Date to complete Tenant Improvements, install furniture, :fixtures and/or equipment or stock the Premises, Tenant's entry or occupancy shall be subject to all of the terms and conditions of this Lease, including, without limitation, the provisions of Article 13 regarding insurance and indemnification. Provided Tenant does not commence the operation of business from the. Premises, Tenant will not be obligated to pay rent during such entry or occupancy.

Tenant agrees to give Landlord prior written notice of any such intended entry or occupancy and to cooperate with Landlord during any such entry or occupancy so as not tffinterfere with Landlord in the completion of Landlord's Work.

3.5 Extension of Term. Provided (i) there is not an uncured Event of Default (as defined in Section 18.1) by Tenant under this Lease either at the time of giving of notice of exercise of an Extension Term (as defined below) or at the commencement of such Extension Term, and (ii) Tenant has never during the Term assigned this Lease or sublet all or any part of the Premises, Tenant shall have the right to extend the Term for the additional period(s) specified in Section 1.14 (each, an "Extension Term") under all of the terms and conditions ofthis Lease.

Tenant agrees that this right to extend the Term is unique to Tenant, and upon any assignment or. subletting, with or without Landlord's consent, this right to extend the Term shall be void. In case of Tenant's valid exercise ·of such right to extend the Term, all references in this Lease to the Term shall be deemed to mean the Term as extended and all references in this Lease to the Expiration Date or end of the Term shall be deemed to mean the Expiration Date or end of the Term as extended.
3 .6 The Minimum Rent ( as defined in Section 4.1) for each Extension Term is set forth in section 1. 7.

3.7 For Tenant's exercise of an Extension Term to be valid, Landlord must receive written notice from Tenant of Tenant's exercise no fewer than one hundred eighty (180) days rx c:\Shea Properties\Rivetmark - City - Lease4

and no more than three hundred sixty (360) days before expiration of the original Term or then­ current Extension Term, as applicable.

4. RENT

4.1 Minimum Rent. Tenant shall pay to Landlord during the Term, without prior notice, demand, deduction, abatement, counterclaim or offset ( except as expressly provided to the contrary herein), minimum annual rent ("Minimum Rent") in the amounts stated in Section I. 7. Tenant shall pay Minimum Rent at the address set forth in Section 1. 10, or at any other place as Landlord may designate from time to time in writing, and shall be payable in current legal tender of the United States of America. Tenant shall pay all Minimum Rent in advance in annual installments on or before the :fifteenth (15th) day of each calendar year (or partial calendar year) during the T_erm. Minimum Rent for the first year of the Term shall be paid by Tenant to Landlord upon Tenant's execution of this Lease as provided in Section L12.

4.2 Additional Rent. All amounts required to be paid by Tenant to Landlord pursuant to this Lease including, without limitation, Minimum Rent and any other amounts, whether or not designated as rent, shall be deemed to be rent for purposes of this Lease, including without limitation Landlord's remedies for nonpayment of rent.

4.3_ Late Payment. If Tenant fails to pay Minimum Rent or Additional Rent within five (5) days after the same has become due, both Tenant and Landlord agree that Landlord will · -incur additional expenses including, but not limited to, extra collection efforts and handling · costs. Tenant agrees that in case of any late payment, Landlord is entitled to compensation for the detriment caused by the payment failure, but that it is extremely difficult and impractical to ascertain the extent of the detriment. The Parties therefore agree that ifTenanf fails to pay any rent due hereunder within five (5) days after the same becomes due, Landlord shall be entitled to recover from Tenant the greater of (i) two hundred fifty dollars ($250.00) or (ii) five percent (5%) of the amount past due as a late charge and not as a penalty. Any past due amounts shall bear interest at the Interest Rate set forth in Section 1.11 from the date due until paid. Tenant further agrees to pay Landlord any costs incurred by Landlord in the collection of past due rent including, but not limited to, attorneys' fees and fees of a collection agency. -

5. POSSESSION OF LEASED PREMISES

5.1 Delivery of Possession. Landlord shall deliver possession of the Premises to Tenant when Landlord's Work is complete so that Tenant can begin Tenant's Work, and Landlord shall, after delivery of possession, complete Landlord's Work according to Exhibit B.

If there is any delay in delivery of possession caused by Tenant, then the Turnover Date will be deemed to occur as of the date the Turnover Date would have occurred but for Tenant's delay, although Tenant does not yet have possession. Despite the above, Landlord will not be obligated to deliver possession of the Premises to Tenant until Landlord has received from Tenant all of the following: (i) originals of this Lease duly executed by Tenant,(ii) the Advance Rent specified in Section 1.12 and (iii) proof of Tenant's compliance with Article 13. rx c:\Shea Properties\Rivennark - City - Lease4

5.2 Condition of Premises. Tenant acknowledges that, except as otherwise expressly · set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building or the Shopping Center or their condition, or with respect to any characteristics of the Premises, the Building or the Shopping Center or any improvements thereon, the suitability thereof for the conduct of Tenant's business or Tenant's ability to obtain any licenses, permits or other authorizations necessary or required to conduct Tenant's Permitted Use. Before executing this Lease, Tenant has made a thorough and independent examination of the Premises and all matters related to Tenant's decision to enter into this Lease and Tenant has satisfied itself as to all such matters including that the Premises are suitable for Tenant's Permitted Use. By taking possession of the Premises, Tenant shall conclusively establish that the Shopping Center, the Premises, the Building and the Common Areas were at such time in satisfactory condition and repair with allwork required to be performed by Landlord, if any, pursuant to Exhibit B completed, except for "punch list" items and without any other obligation on Landlord's part to make any alterations, upgrades or improvements to the Premises, the Building, the Shopping Center or the Common Areas, and that Tenant accepts the same "as is." Landlord shall have no liability with respect to any alleged "defects" in the Premises, the Building, the Shopping Center or the Common Areas, whether patent or latent, except defects that Tenant specifically discloses in writing to Landlord within six (6) months after the Turnover Date. Tenant shall obtain and maintain through the Term, at its cost and expense, all licenses, authorizations and other permits necessary for Tenant's Permitted Use.

6. TAXES
Tenant shall pay before delinquency, all taxes and assessments (real and personal) levied against (i) any personal property or trade :fixtures placed by Tenant in or about the Premises (including any increase in the assessed value of the Premises based upon the value of any such personal property or trade fixtures) and (ii) any Tenant Improvements or alterations in the Premises (whether installed and/or paid for by Landlord or Tenant). If any such taxes or assessments are levied against Landlord or Landlord's property, Landlord may, after written notice to Tenant (and under proper protest ifrequested by Tenant) pay such taxes and assessments, and Tenant shall reimburse Landlord therefor within ten (10) days after demand by Landlord. Tenant, at its sole .cost and expense, shall have the right, with Landlord's cooperation, to recover the amount of any taxes and assessments paid under protest.

7. CONDUCT OF BUSINESS BY TENANT

7.1 Use of Premises. Tenant shall use the Premises solely for the use and under the name specified in Sections 1.8 and 1.1, respectively, and according to the Rules and Regulations attached as Exhibit D.

7.2 Tenant further agrees as follows:
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7.2.1 Tenant knows that leases with other tenants in the Shopping Center prohibit certain uses and grant such tenants the exclusive right to certain uses. Accordingly, Tenant agrees that it shall not use or allow the Premises to be used for any prohibited or . exclusive use of which Tenant has received written notice, including, without limitation, the prohibited, ·restricted and exclusive uses described in Section 7.8 and Exhibit E. Without limiting Landlord's other remedies under this Lease, Tenant agrees to indemnify, defend and hold Landlord harmless from and against all claims, demands, suits, judgments, injunctions, losses, liabilities, costs and expenses (including actual attorneys' fees arid costs of suit, expenses and other costs of investigation and preparation, including in connection with any appeal) arising out of or in connection with a breach of this covenant by Tenant, or any assignee, subtenant, licensee or concessionaire of Tenant.

7.2.2 Teriant shall never allow gaming machines (slots or-otherwise) and/or arcade amusement machines (pinball, video, etc.) to be used, operated or kept within the Premises. Tenant shall not commit or suffer to be committed any waste upon the Premises or any nuisance or other act or thing that may disturb the quiet enjoyment of any other tenants or their customers in the Shopping Center. Despite the above, Landlord acknowledges that Tenant intends to use the Premises for Tenant's Permitted Use and accordingly, Tenant shall not be in violation of this section because of the acts of Tenant's detainees temporarily in or around the Premises.

7.2.3 Tenant shall never use the Premises in a way that will increase the existing rate of insurance upon the Building, or cause a cancellation of any insurance policy covering the Premises or any part thereof. Tenant shall not sell or permit to be kept, used, stored"or sold in or about Premises any article that may be pro)J,ibited by standard form fire insurance policies.

Tenant shall, at its sole cost, comply with any requirements concerning the use of the Premises of any insurance organization or company necessary for the maintenance of the fire and public liability insurance described in this Lease covering the Building and its appurtenances. If Tenant's use of the Premises results in a rate increase for the Building, Tenant shall pay within ten (10) days of billing from Landlord, as Additional Rent, a sum equal to the additional premium caused by such rate increase. Despite the above, Landlord acknowledges that Tenant intends to use the Premises for Tenant's Permitted Use and accordingly, tenant shall not be liable for any increase in insurance premium caused by Tenant's Permitted Use.

7.3 Auctions. No auction, "f"rre," sidewalk, close out or bankruptcy sales may be conducted in or upon the Premises without Landlord's prior written consent, which consent Landlord may withhold in its sole and absolute discretion.

7.4 Compliance With Laws. Throughout the Term, Tenant shall at its expense comply with and will cause all persons in possession of the Premises or holding under Tenant to comply with: (i) all covenants, conditions, restrictions, easements, reciprocal easement and operating agreements, development agreements, mortgages and deeds of trust, rights of way and other matters or instruments of record now or from now on affecting the Premises, and (ii) all zoning and oth~r laws, ordinances, orders, rules, regulations and requirements of all federal, state · rx c:\Shea Properties\Rivennark - City - Lease4

and municipal governments and appropriate departments, commissions, boards and offices thereof ( whether or not the same require structural repairs or alterations), which may be applicable to the Premises or the use or manner of use of the Premises including, without limitation, the provisions of Title III of the Americans with Disabilities Act of 1990 as amended and all regulations and rulings promulgated pursuant thereto or in :furtherance thereof. If Tenant wants to serve liquor, beer and/or wine from the Premises (which shall in any event be for on.­ premises consumption only), Tenant shall apply for and maintain always, at its sole cost and expense, all necessary liquor licenses and permits required under applicable laws for the service of such liquor, beer and/or wine. The judgment of any court or the admission by Tenant in any action or proceeding against Tenant that Tenant.has violated any such laws, ordinances, regulations or rules in the use of the Premises shall be a conclusive determination of that fact between Landlord and Tenant. In this section, Tenant includes anyone acting under Tenant including any subtenants, assignees, concessionaires and licensees of Tenant. 7 .5 Exterior Items. Tenant may not display or sell merchandise outside the Premises, nor shall Tenant permit portable signs or any other objects or items to be placed or stored or remain outside the Premises except Tenant's permitted sign.age.

7.6 Deliveries. Tenant shall comply with all laws and reasonable regulations of the Shopping Center concerning deliveries, including restrictions on noise levels, loading zones and traffic patterns. All deliveries, loading, unloading and other services to the Premises shalt be completed before 9:00 a.m. each day. Tenant shall ensure that no delivery trucks or other vehicles servicing the Premises park in front of the Premises between the hours of 9:00 a.m. and 9:00 p.m. However, Tenant may, during,all hours, park its ·official vehicles in front of the · Premises to temporarily load, unload and,transp01i: Tenant's detainees.

7.7 Prohibited Uses. Except as otherwise expressly provided in this Lease, none of the following uses shall be conducted in the Shopping Center: (i) funeral homes; (ii) any production, manufacturing, industrial, or storage use of any kind or nature, except storage and/or production of products incidental to the retail sale thereof from the Shopping Center; (iii) entertainment or recreational facilities ("entertainment or recreational facilities" shall include, but not be limited to, a bowling alley, skating rink, game room, electronic or mechanical games arcade ( except as an incidental use to a retail or commercial business, in which case such use shall be restricted to less than five percent (5%) of the floor area occupied by such business), theater, auditorium, sports or other entertainment viewing facility ( except that single or multiple television and "big screen" television units within restaurants shall be permitted), billiard room or pool hall ( except that pool tables may be included within restaurants permitted hereunder), off-track betting parlor, massage parlor, discotheque, dance hall, banquet hall, night club, lounge, bar or tavern ( except that bars or the service of alcoholic beverages and/or dancing, music and other forms of entertainment may be included within restaurants permitted hereunder, except as otherwise expressly provided to the contrary in this paragraph), "head shop," pornograpluc or "adult''. store or entertainment venue (including, without limitation, an adult bookstore or other establishment engaged in the business of selling, exhibiting or delivering pornographic or obscene materials or featuring nude or partially nq.de dancing or other entertainment), racquetball or squash court or rx c:\Shea Properties\Rivermark •City• Lease4

gymnasium, or other place of public amusement); (iv) training or education facilities such as a · school, child care facility, college, library, classroom, reading room, place of worship, place of instruction, or any other operation catering primarily to students or trainees rather than to customers, (but not including employee training by Tenant incidental to the conduct of Tenant's Permitted Use or the use of the Premises for "neighborhood watch" or public information meetings), provided that this restriction shall not prohibit the operation of any lawful business providing educational services to children, such as Score!, Kuman or Sylvan Learning Center, if no more than one (1) such operation shall be permitted in the Shopping Center at any given time and no more than three thousand (3,000) square feet of Floor Area of the Shopping Center shall be used for such operation; (v) car washes, gasoline or service stations, or the displaying, repairing, renting, leasing, or sale of any motor vehicle, boat or trailer (this restriction shall not prohibit the operation of a business that sells or rents inotoi-vehicles to the public if no inventory of motor vehicles is maintained or parked in the Shopping Center and no repair, maintenance or delivery preparation, including without limitation washing, of motor vehicles occurs in the Shopping Center); (vi) dry cleaner with on-premises cleaning; (vii) any use that creates a nuisance or materially increases noise or the emission of dust, odor, smoke _or gases, or materially increases fire, explosion or radioactive hazards in the Shopping Center (nuisance shall not include normal commercial, retail or restaurant operations commonly found in N orthem California shopping centers); (viii) any business with drive-up or drive-through lanes except as designated on the Site Plan or as part ofthe operations of an anchor tenant or a grocery or drug store tenant; (ix) second-hand or thrift stores, pawn shops or flea markets (this restriction shall not prohibit the operation of an antique store, as such term is commonly understood to mean, or a store that sells memorabilia and new merchandise such as a "Play It Again" sports); (x) recycling facility (other than freestanding recycling machines);{xi) hotels dr motor inns; and (xii) any use involving Hazardous Materials (as defined in Section 7.11 ), except as may be customary in first class neighborhood shopping centers in the metropolitan area in which the Shopping Center is located.

7.8 Hazardous Materials. Tenant here makes the following covenants regarding hazardous materials:

7.8.1 Tenant shall always comply with all feder1:1,l, state and local laws, ordinances and regulations, including, but not limited to, the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.), Resource Conservation & Recovery Act (42 U.S.C. § 6901 et seq.), Safe Drinking Water Act (42 U.S.C. § 300f et seq.), Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601. et seq.), California Health & Safety Code(§ 25100 et seq.,§ 39000 et seq.), California Safe Drinking Water & Toxic Enforcement Act of 1986 (California Health & Safety Code§ 25249.5, et seq.) (except that Tenant is exempt from the "Prop 65" notice provisions thereof), California Water Code(§ 13000 et seq.), and other comparable state laws ("Hazardous Materials Laws"), relating to industrial hygiene, environmental protection or the use,· analysis, generation, manufacture, storage, disposal or transportation of any oil, petroleum or other petroleum products including refined gasoline, motor oil, waste oil and diesel fuel, flammable explosives, asbestos, urea formaldehyde, rx c:\Shea Properties\Rivermark - City - Lease4

radioactive materials or waste, or other hazardous, toxic, contaminated or polluting materials, substances or waste, including, withqut limitation, any "hazardous substances," "hazardous wastes," "hazardous materials" or "toxic substances" under any such laws, ordinances or - ' regulations ( collectively, "Hazardous Materials").

7.8.2 Tenant shall, at its own expense, pro_cure, maintain in effect and comply with all conditions of any permits, licenses and other government and regulatory approvals required for Tenant's use of the Premises, including, without limitation, discharge of ( appropriately treated) materials or wastes into or through any sanitary sewer serving the Premises. Except as discharged into the sanitary sewer in strict accordance and conformity with all applicabie Hazardous Materials Laws, Tenant shall cause any Hazardous Materials removed from the Premises to be removed and transported solely by duly licensed haulers to duly licensed facilities for :final disposal. Tenant shall always handle, treat, deal with and manage any • Hazardous Materials in, on, under or about the Premises in conformity with all applicable Hazardous Material Laws and prudent industry practice regarding management of such Hazardous Materials. Upon expiration or earlier termination of the Term, Tenant shall cause all Hazardous Materials to be removed from the Premises and transported for use, storage or disposal following and compliance with all applicable Hazardous Materials Laws. Tenant shall not take any remedial action in response to the presence. of any Hazardous Materials in or about the Premises qr the Shopping Center, nor enter into any settlement agreement, consent decree or other compromise in respect to any claims relatirig to any Hazardous Materials in any way connected with the Premises or the Shopping Center, without first notifying Landlord of Tenant's intention to do so and affording Landlord enough time to appear, intervene or otherwise appropriately assert and protect Landlord's interest with respect thereto.· ·

7.8.3 Tenant shall immediately notify Landlord in writing of: (i) any enforcement, cleanup, removal or other governmental or regulatory action instituted, completed or threatened pursuant to any Hazardous Materials Laws; (ii) any claim made or threatened by any person against Tenant, the Premises or any building of the Shopping Center relating to damage, contribution, cost recovery compensation, loss or injury resulting from or claimed to result from any Hazardous Materials; and (iii) any reports made to any environmental agency arising out of or in connection with any Hazardous Materials in or removed from the Premises or any building of the Shopping Center, including any complaints, notices, warnings or asserted violations in connection therewith. Tenant shall also supply to Landlord as promptly as possible, and fu any event within five (5) business days after Tenant first receives or sends the same, copies of all claims, reports, complaints, notices, warnings or asserted violations, relating in any way to the Premises, any building or Tenant's use thereof. Tenant shall promptly deliver to Landlord copies of hazardous waste manifests reflecting the legal and proper disposal of all Hazardous Materials removed from the Premises.

7.8.4 Tenant shall indemnify, defend (by counsel reasonably acceptable to Landlord), protect, and hold Landlord and each of Landlord's directors, officers, shareholders, members, partners, employees, agents, attorneys, successors and assigns, free and harmless from and against any claims, liabilities, penalties, forfeitures, losses or expenses (including attorneys' rx c:\Shea Properties\Riverrnark - City - Lease4

fees), for death of or injury to any person or damage to any property whatever, arising from or caused in whole or in part, directly or indirectly, by (i) the presence in, on,under or about the Premises or any building of the Shopping Center, of ap.y Hazardous Materials caused by or knowingly permitted by Tenant or for which Tenant may be legally liable; (ii) Tenant's use, analysis, storage, transportation, generation of Hazardous Materials to, in, on, under, about or from the Premises or any building of the Shopping Center; or (iii) Tenant's failure to comply with any Hazardous Materials laws. Tenant's obligations hereunder shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary repair, cleanup or detoxification or decontamination of the Premises or any building of the Shopping Center, or the preparation and implementation of any closure, remedial action or other required plans in connection therewith, and shall survive the expiration or earlier termination of the Lease: For purposes of the release and indemnity provisions hereof, any acts or omissions of Tenant, or by-employees, agents, assignees, contractors or subcontractors of Tenant or others acting for or for Tenant (whether or not they are negligent, intentional, willful or unlawful) shall be attributable to Tenant. Despite anything to the contrary in this Article, Tenant may have Hazardous Materials on the Premises if handled according to all Hazardous Materials Laws and . customary to the conduct of Tenant's Permitted Use.

7.8.5 If at anytime it reasonably appears to Landlord that Tenant is not maintaining sufficient financial capacity to enable Tenant to fulfill its'•obligations to Landlord hereunder, whether or not then accrued, liquidated, conditional or contingent, Tenant shall obtain and after that maintain in full force and effect financial assurance in forms reasonably acceptable . to Landlord, as Landlord may from time to time reasonably request.

7.9 Sewer Damage. Tenanf agrees not to discharge any acid or other harmful or dangerous chemicals into the sewer system, the sinks, drains and toilets, if any, of the Premises or inside the main system leading from the Premises to the main sewer line. Should Tenant discharge any acid or harmful chemicals into any such systems, Tenant shall be fully responsible for the cost and repair of such damage. Landlord reserves the right to select an expert of its choosing to inspect any damage at Tenant's cost.

8. MAINTENANCE AND REP AIRS

8.1 Landlord's Maintenance Obligations. Landlord shall maintain in good condition and repair the foundations, roofs, electrical conduit and cabling to the point of connection with Tenant's meter, plumbing and gas conduit to the point of connection to the Premises and exterior surfaces of the exterior walls of the Building ( exclusive of doors, door frames, door checks, windows, window frames, and store fronts). However, if any repairs or replacements are caused by the negligence or willful acts of Tenant or anyone acting under Tenant or because of Tenant's failure to observe or perform any provisions contained in this Lease or caused by alterations, additions or improvements made by Tenant or anyone acting under Tenant, the cost of such repairs and replacements shall be solely borne by Tenant. Despite anything to the contrary in this Lease, Landlord shall not be liable for failure to make repairs required to be made by Landlord under of this Lease unless Tenant has given Landlord notice of the need for such repairs and Landlord has failed to commence and complete the repairs within a reasonable time rx c:\Shea Properties\Rivermark - City·- Lease4

after receipt of Tenant's notice. Tenant waives any right of offset against any rent due hereunder and any affirmative defense in any judicial proceeding or arbitration brought by Landlord against Tenant on claims made under this Lease including, without limitation, the provisions of California Civil Code§§ 1941 and 1942 or their successors, and of any other law permitting Tenant to make repairs at Landlord's expense.

8.2 Landlord's Right of Entry. Landlord, its agents, contractors, employees and assigns may enter the Premises at all reasonable times upon reasonable prior written notice ( or, in case of emergency, anytime without notice) under the circumstances (i) to examine the .

Premises; (ii) to perform any obligation, or exercise any right or remedy, of Landlord under this Lease; (iii) to make repairs, alterations, improvements or additions to the Premises, the Building or to other parts of the Shopping Center as Landlord reasonably deems necessary; {iv) to perform work necessary to comply with laws, ordinances, rules or regulations of any public authority or of any insurance underwriter; (v) to show the Premises to prnspective purchasers and lenders and, during the last six (6) months of the Term, prospective tenants; and (vi) to perform work that Landlord reasonably deems necessary to prevent waste or deterioration in connection with the Premises should Tenant fail to commence to make, and diligently pursue to completion, its required repairs as provided herein. In exercising such entry rights, Landlord agrees to use commercially reasonably efforts under the circumstances to minimize interference with Tenant's access to and use of the Premises. Despite the provisions of this section, Landlord's right of entry shall never interfere with Tenant's Permitted Use of the Premises. Tenant may limit or restrict entry to the Premises consistent with Tenant's security needs based on Tenant's Permitted Use of the Premises.

8.3 Tenant's Maintenance Obligations. Tenant, at its sole cost, shall keep the Premises and all parts thereof including, without limitation, ele·ctrical conduit and cabling from the point of connection with Tenant's meter to all locations within the Premises, plumbing, gas and heating, ventilation and air-conditioning conduit and fixtures within the Premises from the point of connection to the Premises, utility meters, all fixtures, furniture and equipment including heating, ventilation and air conditioning equipment serving the Premises, the storefront, Tenant's signs, locks and closing devices, security devices, windows, window sashes, casements or frames, all doors and door frames, floor coverings, including carpeting, tile and other flooring, all wall coverings, ceilings, shelving, restrooms and other lavatory facilities, the loading area, and any other areas in which Tenant conducts Tenant's Permitted Use, in first class order, condition and repair and shall make all replacements necessary to keep the Premises in such condition. All replacements shall be of a quality equal to or exceeding that of the original. If Tenant fails to make any repairs and replacements or otherwise fail to so maintain the Premises for thirty (30) days after written demand by Landlord, or should Tenant commence, but fail to complete, any repairs or replacements within a reasonable time after written demand by Landlord, Landlord may make such repairs or replacements without liability to Tenant for any loss or damage that may occur to Tenant's stock or business other than those resulting from Landlord's negligence or willful misconduct. Tenant shall pay to Landlord the reasonable costs incurred by Landlord in making such repairs or replacements with interest thereon at the Interest Rate from the date of commencement of the work until repaid. Tenant shall, at its sole cost, rx c:\Shea Properties\Rivermark - City - Lease4

repair promptly any damage to the Building or the Shopping Center caused by Tenant or its agents or employees or caused by the installation or removal of Tenant's personal property.

Landlord shall provide periodic maintenance and repair of the HV AC equipment serving the Premises and shall periodically bill Tenant for the cost of the same, which shall be Additional Rent. Tenant shall, at its own expense, comply with all requirements, including the installation and periodic maintenance of fire extinguishers or automatic dry chemical extinguishing system, of the insurance underwriters and other governmental authority having jurisdiction thereover as necessa;ry for maintenance of reasonable fire and extended coverage insurance for the Premises.

8.4 Plate Glass. Tenant shall replace, at its expense, any plate and other glass in and about the Premises damaged or broken from any cause whatever except due to the negligence or willful misconduct of Landlord, its agents or employees.

9. COMMON AREA

9.1 Definition of Common Area. "Common Area" means all areas within the exterior boundaries of the Shopping Center now or later made available for the general use of Landlord and other persons entitled to occupy Floor Area in the S_hopping Center and their customers, guests and invitees, including all exterior surfaces, the roofs of all Buildings in the Shopping Center .and the air space above the Premises, except as indicated herein. Without limiting this definition, Landlord may include in the Common Area those parts of the Shopping Center presently or later sold or leased to purchasers or tenants, as may be, until the commencement of construction of the building(s) thereon, when there shall be withdrawn from the Common Area those areas not provided by such Landlord or lessee for ·common use. Common Area sh.all not include (i) the entryway to a tenant's premises, (ii) any improvements installed by a tenant · outside its premises, whether with or without Landlord's knowledge or consent, or any areas or facilities that could be considered as Common Area except that the areas or facilities are included in the description of premises leased to a tenant or are exclusively for and are the responsibility of a tenant.

9.2 Nonexclusive License. Subject to the provisions of this Article and following the terms of any covenants, conditions, restrictions, reciprocal easement agreements and the like which now or from now on govern the use and operation of the Common Area, Landlord grants to Tenant and its customers, employees, licensees, invitees, successors and assigns a nonexclusive license in common with Landlord, its customers, employees, licensees, invitees, successors and assigns and in common with Landlord's other tenants of the Shopping Center and · their customers, employees, licensees, invitees, successors and assigns, over and across the Common Area for pedestrian ingress and egress to, from and within the Common Area and for vehicular parking in and ingress and egress to, from and within the Common Area ( except those parts of the Common Area on which have been constructed or placed permanent or temporary kiosks, displays, carts and stands and except areas used in the maintenance or operation of the Shopping Center). Tenant shall keep all Common Area portions of the Shopping Center free and clear of any obstructions, barricades or barriers placed or created by Tenant. rx c:\Shea Properties\Rivermark - City - Lease4

9 .3 Maintenance and Use of Common Area. Landlord shall cause the Shopping Center (including the Building) to be maintained in a neat, clean and orderly manner and in a condition consistent with other shopping centers in the vicinity of the Shopping Center that are comparable in size, quality and age. If any tenant of any part of the Shopping Center maintains part of the Common Area, Landlord shall not have any responsibility for the maintenance of that part of the Common Area. However, Landlord agrees to use reasonable diligence to enforce any rights Landlord may possess with respect to maintenance of any part of the Common Area by any such tenants. Except to ,the extent otherwise provided herein, Tenant waives the right to make repairs at Landlord's expense under the provisions of any laws permitting repairs bya tenant at the expense of a landlord (including, without limitation, California Civil Code§ 1942 or its successor) to the extent allowed by law, Landlord and Tenant having made specific provisions in this Lease for their respective repair rights and obligations. Tenant and Tenant's employees and agents shall not solicit business in the Common Area, nor shall Tenant distribute any handbills or other advertising matter on automobiles parked in the Common Area. Landlord shall have no liability to Tenant for any noncompliance with the rules and regulations by other tenants of the Shopping Center, nor for any breach by another tenant of such tenant's lease. 9 .4 Changes to Common Area. Landlord shall have the sole and exclusive control of the Common Area, and the right to make reasonable changes to the Common Area, provided such changes do not unreasonably interfere with access to or Tenant's use of the Premises.

Subject to the above, Landlord's rights includethe right to (i) restrain the use of the Common Area by unauthorized persons, (ii) cause Tenant to remove or restrain persons from any unauthorized use of the Common Area if they are using the Common Area because of Tenant's presence in the Shopping Center, (iii) use.from time to time any part of the Common Area for promotional, entertainment and related matters, (iv) place permanent or temporary kiosks, displays, carts and stands in the Common Area and to lease same to tenants, (v) temporarily close any part of the Common Area for repairs, improvements or alterations, to discourage non­ customer use, to prevent dedication or an easement by prescription, or for any other reason deemed sufficient in Landlord's judgment, if any such closure is done in such a manner as to minimize inconvenience to Tenant, (vl) subdivide all or parts of the Shopping Center (including the Common Area), sell or lease the lots or parcels so created and subject the Shopping Center to reciprocal easements and operating agreements with such Landlords or tenants, (vii) make any changes, additions, improvements, repairs or replacements in or to the Building (including the Premises if required to do so by any law or regulation and required or permitted to do so by this Lease) and the fixtures and equipment thereof, including, without limitation, maintenance, replacement and relocation of pipes, ducts, conduits, wires and meters, and (viii) reasonably change the shape and size of the Common Area, add, eliminate or change the location of improvements to the Common Area, including, without limitation, buildings, lighting, parking areas, roadways and curb cuts, and construct buildings on the Common Area. Landlord may determine the nature, size and extent of the Common Area and whether parts of the same shall be surface, underground or multiple-deck, and make changes to the Common Area from time to time which in Landlord's opinion are deemed desirable for the Shopping Center. rx c:\Shea Properties\Rivermark - City - Lease4

9.5 Parking. During the Term, Tenant's customers and invitees shall have the nonexclusive use of the parking areas of the Shopping Center. Tenant's parking rights shall be subject to the terms of this Lease and reasonable parking rules and regulations adopted by Landlord from time to time. Tenant shall not use any spaces that have been specifically assigned by Landlord to other tenants or for uses such as visitor parking or which have been designated by . governmental entities with appropriate jurisdiction as restricted to certain uses. Tenant acknowledges that all parking spaces within the Property are a part of the Shopping Center Common Area and are not for the exclusive use of Tenant, its customers, licensees, invitees, successors or assigns. Rather, except as otherwise designated (including without limitation as may be designated for exclusive use by the hotel and its guests), all such parking spaces are to be used on a nonexclusive, first-come, first-served basis by all owners, landlords, tenants, occupants, licensees, invitees and permittees of the Shopping Center. Tenant shall not permit or allow any vehicles that belong to or are controlled by Tenant or Tenant's employees, suppliers, shippers, customers, or invitees to be loaded, unloaded, or parked in areas other than those designated by Landlord for such activities. If Tenant permits or allows any of the prohibited· activities described herein, Landlord sp.all have the right, without notice, besides any other rights it may have, to remove or tow away the vehicle and charge the cost to Tenant. Tenant's employees shall park their cars only on the street and outside the parking in the Common Area of the Shopping Center. Tenant shall be responsible for ensuring that its employees comply with all the provisions of this section, the Rules and Regulations attached as Exhibit "D" and other parking rules and regulations as may be adopted and carried out by Landlord from time to time.

Despite the ·above, Landlord shall designate twd (2) parking spaces near the Premises for exclusive parking of Tenant's official vehicles.

10. UTILITIES
· 10.1 Tenant shall be solely responsible for and shall promptly pay all charges for heat, water, gas, electricity, telephone and any other utility used, consumed or provided in, or furnished, or attributable to the Premises at the rates charged by the supplying utility companies.

Such utilities may be separately metered to the Premises. Should Landlord elect to supply any or a1rof such utilities, Tenant agrees to purchase and pay for the same as Additional Rent as apportioned by Landlord in Landlord's good faith determination. The rate to be charged by Landlord to Tenant shall not exceed the rate charged Landlord by any supplying utility plus any expenses incurred by Landlord in connection with billing and supplying such utility service to Tenant. In no event shall Landlord be liable for any interruption or failure in the supply of any such utilities to the Premises, nor. shall rent be abated because of any such interruption. Tenant agrees to reimburse Landlord within ten (10) days of billing for fixture charges arid/or water tariffs, if applicable, which are charged by local utility companies. Landlord will notify Tenant of any such charges when they become known. Any such charges will increase or decrease with current charges being charged Landlord by the local utility company, and will be due as Additional Rent.

10.2 Landlord shall have the right anytime during the Term to contract for service from any company or companies providing utilities ("Service Provider"). Tenant shall cooperate with rx c:\Shea Properties\Rivennark - City - Lease4

Landlord and the Service Provider always and, as reasonably necessary, shall allow Landlord and Service Provider reasonable access to the Building's electric lines, feeders, risers, wiring, and any other machinery within the Premises. At the request or direction of any Service Provider or otherwise to conserve resources, Landlord shall have the right to restrict utilities supplied to the Common Area and the Premises and to require that Tenant limit its use or· consumption of utilities in the Premises. Landlord shall in no way be liable or responsible for any loss, damage, or expense that Tenant may sustain or incur because of any change, failure, interference, disruption, or defect in the supply or character of utilities furnished to the Premises, or if the quantity or character of the utilities supplied by the Service Provider is no longer available or suitable for Tenant's requirements, no such change, failure, defect, unavailability, or unsuitability shall be an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of rent, or relieve Tenant from any of its obligations under the Lease. Landlord may, but is not obligated to; provide additional services hereunder; provided, however, that if Landlord does provide such extra services, Tenant agrees to pay a ten percent (10%) administration fee for the provisions of such services. 1 L ALTERATIONS, SIGNS AND FIXTURES

11.1 Installation. Except alterations, additions, installations, substitutions or improvements (including fixtures) in or to the Premises ( collectively, "Alterations") which (i) are not structural in nature, (ii) do not materially and adversely affect the mechanical, electrical or HV AC systems of the Premises or the structural integrity of the Premises, (iii) are of consistent class and quality as the initial improvements installed within the Premises, (iv) do not affect the · exterior of the Premises or materially alter the visual appearance of the Premises when viewed from outside the Premises, and (v) do not exceed $25,000.00 in cost in any calendar year · (individually and collectively, "Permitted Alterations"), Tenant shall not make or permit any Alterations to the Premises, without Landlord's prior written consent, which consent Landlord will not unreasonably withhold subject to Tenant's compliance with the provisions of this Article. Before the commencement of any Alterations that are not Permitted Alterations, Tenant shall give Landlord copies of all plans and specifications for such work in the manner in which the original plans and specifications for the original improvements are to be prepared and reviewed as provided in the Work Letter Agreement. As to any Permitted Alterations that require submission of plans and specifications to the City, Tenant shall give Landlord copies of all plans and specifications before commencing the Alterations. All Alterations shall become part of the improvements and shall be made in all cases subject to the conditions that Tenant covenants and agrees to observe and perform.

11.2 Removal by Tenant. All Alteratfons, decorations and fixtures made_ by Tenant, or made by Landlord on Tenant's behalf by agreement under this Lease, whether temporary or permanent in character, and whether or not affixed to the Premises ( except furnishings, trade fixtures and movable equipment installed by Tenant) shall remain the property of Landlord and shall not be removed from the Premises. Despite the above, upon the expiration or earlier · termination of this Lease, Landlord may require Tenant to remove all the Alterations, decorations and fixtures (subject to Article 12). If, within fifteen (15) days after Landlord's request to do so upon the termination or expiration of this Lease, Tenant fails to remove such rx c:\Shea Properties\Rivennark - City - Lease4

Alterations, decorations and fixtures and restore the Premises, Landlord shall have the right to do _so and Tenant shall promptly reimburse Landlord for the cost of removal and restoration.

11. 3 Liens. Tenant shall not suffer or permit any liens against the Premises, or Building against Tenant's leasehold interest therein or against any other part of the Shopping Center, because of work, labor, services or materials supplied or claimed to have been supplied to Tenant, excepting therefrom Landlord's Work performed for Tenant under this Lease, or - anyone holding the Premises, or any part thereof, through or under Tenant, and Tenant agrees to indemnify, protect and defend Landlord against any such liens and from any other liability, claims, damages, expenses (including reasonable attorneys' fees), judgments, proceedings and causes of action, to the extent arising out of or in any way connected with the performance of such work or the supply of such services or materials, except to the extent caused by the negligent or willful act or omission of Landlord, its tenants, subtenants, agents, contractors or employees. If any such lien shall anytime be filed against the Premises, Building or against any otlierpart of the Shopping Center, Tenant shall promptly cause the lien to be discharged of record. However, Tenant shall have the right to contest the amount or validity, in whole or in part, of any such lien by appropriate proceedings, but shall first notify Landlord and shall promptly bond such lien in the manner authorized by Law with a responsible surety company qualified to do business in California.

11.4 Landlord may post and maintain on the Premises such notices as may be · necessaryto protect the Premises and Landlord from mechahics' liens, materialmen's liens or liens of a similar nature, including without limitation notices of nonresponsibility. On or before ten (10) days before the commencement of any work of improvement by Tenant upon the Premises, Tenant shall give written notic~ thereof to Landlord. If Tenant fails to give such notice on a timely basis, then Landlord, at its option, may require Tenant to immediately post or cause to be posted in favor of Landlord, Completion and Labor and Material bonds in an amount equal· to one hundred twenty-five percent (125%) of the estimated cost of construction and issued by a financially sound bonding company licensed to do business in California. Landlord's request for the posting of the aforementioned bonds shall be in writing delivered to Tenant as provided for in the "Notice" Section of this Lease. Tenant shall bear the full cost of posting any such bonds. If Tenant fails to post the required bonds within thirty (30) days after Landlord's request that such bonds be posted, then Tenant shall be in default under this Lease. Instead of the bonds called for above, Tenant may post with Landlord, at Tenant's expense, an irrevocable bank letter of credit in amount equal to the estimated cost of construction, which letter of credit shall be to give Landlord substantially the same protection Landlord would have had if the bonds had been posted as aforesaid, and shall be in favor of Landlord and in form and content satisfactory to Landlord in its reasonable discretion.

11.5 Signs, Awnings and Canopies. Except as provided in this Section, Tenant shall not place or allow on the roof or on any exterior door, wall or window of the Premises any sign, awning or canopy, nor any advertising matter on the glass of any window or door of the Premises or within 48" of any window without Landlord's prior written consent. Despite the above, · Tenant shall have the right to install on the exterior facade of the Premises, at its sole cost, such rx c:\Shea Properties\Rivennark - City - Lease4

signage as is allowed by applicable law provided such signage conforms to Landlord's sign criteria as set forth on Exhibit C attached ("Sign Criteria"). Tenant further agrees to maintain any permitted signs, awnings, canopies, decorations, lettering or advertising matter as may be approved in good condition and repair always. Tenant's signs shall be instaUed and maintained by Tenant at its own expense. If Tenant fails to maintain such sign, Landlord may do so and Tenant shall reimburse Landlord for such cost plus a ten percent (10%) overhead fee. If, without Landlord's prior written consent, Tenant installs a sign that does not conform to the Sign Criteria, Landlord may have Tenant's sign removed and stored at Tenant's expense. The removal and storage costs shall bear interest until paid at the Interest Rate. Landlord reserves the right to revise the Sign Criteria anytime, including without limitation because of any governmental requirement or Landlord's renovation of the Premises, the Building or Shopping Center. Within ninety (90) days. after Landlord's request and provided that Tenant has been in occupancy of the Premises for at least five (5) years, Tenant shall remove Tenant's existing sign, patch the fascia, and install a new sign, at Tenant's sole cost, following the Sign Criteria then in effect.

12. SURRENDER OF PREMISES
At the expiration or earlier termination of this Lease, Tenant shall surrender the Premises in a first class, clean condition following the requirements of Section 11.2 herein, reasonable wear and tear and damage by casualty excepted, and shall surrender all keys for the Premises to Landlord at the place then fixed for the payment of rent and shall inform Landlord of all combinations on locks, safes and vaults, if any, in the Premises. Tenant shall remove all of its furnishings, movable equipment and trade fixtures~ and any Alterations if required by Landlord as provided in Section 11.2 hereof, before surrendering the Premises to Landlord and shall repair any damage to the Premises caused thereby. If the Premises were occupied by another tenant before the commencement of the Term, then Tenant shall, upon Landlord's written request, upon the expiration of the Term, remove all or a portion of, as designated by Landlord, interior improvements made by the prior tenant, and deliver the Premises in a condition acceptable to Landlord. Tenant shall give Landlord a written statement, obtained at Tenant's sole expense from a reputable company licensed and experienced in HV AC repair and maintenance and approved by Landlord, certifying that the HV AC equipment serving the Premises was inspected and serviced, if necessary, within the last ninety (90) days ofthe Term and is in good working order and condition.

13. INSURANCE AND INDEMNITY
13 .1 Tenant Insurance. Throughout the Term, Tenant shall maintain at its own expense in full force and effect the following:
13 .1.1 Self insurance in an amount reasonably acceptable to Landlord or a policy of commercial general liability insurance, including coverage (by endorsement if necessary) for death, bodily injury, broad form property damage, premises/operations, blanket contractual liability, independent contractors, personal injury, products/completed operations, and, if rx c:\Shea Properties\Riverrnark - City - Lease4

applicable, liquor liability, with respect to the Premises and the business operated by the Tenant and subtenants and concessionaires of Tenant in the Premises, with coverage of not less than $2,000,000 per occurrence.

13.1.2 Self insurance in an amount reasonably acceptable to Landlord or extended coverage property insurance, including fire and .extended coverage, sprinkler leakage (including earthquake sprinkler leakage), vandalism and malicious mischief and flood damage upon prQperty of every description: and kind owned by Tenant and located in the Premises or the Building, or for which Tenant is legally liable or installed by or for Tenant including, without limitation, all initial Tenant Improvements, furniture, equipment and any other personal property, _and all Permitted Alterations, in an amount not less then the full replacement cost thereof; 13 .1. 3 Workers' compensation insurance as required by law.

13.2 Tenant shall give Landlord reasonable evidence of Tenant's self insurance or a certificate of insurance, that provides that Landlord, and any person or entity designated in writing by Landlord, is an additional insured. Such persons or entities shall not, because of their inclusion under any such policy, incur liability for payment of any premium. If Tenant obtains insurance, Tenant's insurance policies shall contain a clause that insurer will not cancel or change coverage without first giving Landlord at leas(thirty (30) days prior written notice. All insurance required hereunder shall be issued by an insurance company or companies approved by Landlord, licensed to do business in California and having a financial rating of Class A-X or better as. rated in the most current available "Best's Key Rating Guide.'' A copy of the policy or certificate of insurance ( and of all endorsements thereto) shall be delivered to Landlord before Tenant's occupancy of the Premises, and after that at leastten (10) days before the expiration of any existing policy. All public liability, property damage .and other casualty policies shall·be written as primary policies, not contributing with and not in excess of coverage that Landlord may carry. No policy required to be maintained by Tenant under this Section shall have a deductible in excess of $5,000.00 without Landlord's prior written consent. If Tenant fails to maintain any iJ\surance required under this Section, Landlord may itself ma1ntain such insurance and charge the cost thereof to Tenant as additional rent. Such amount shall be due and owing within ten (10) days after written request therefor, and shall bear interest at the Interest Rate from the end of such ten (10) day period until paid. Landlord makes no representation or warranty to Tenant that the amount of insurance to be carried by Tenant under the terms of this Lease is adequate to fully protect Tenant's interests and Tenant assumes full responsibility to confirm the adequacy of its insurance coverage. Tenant's policies may be blanket policies as.long as the minimum insurance required above is not diluted thereby.

13.3 Landlord Insurance. Landlord shall, subject to reimbursement as provided herein, maintain fire with extended coverage insurance with a vandalism and malicious mischief endorsement, rental loss insurance, or any other insurance coverages deemed necessary by Landlord or Landlord's lender (collectively "Landlord Carried Insurance") throughout the Term, which insurance shall be in amounts from time to time deemed reasonably necessary by Landlord or Landlord's lender. The Landlord Carried Insurance may be obtained through a blanket policy or other form of pooled insurance coverage covering not only the Shopping rx c:\Shea Properties\Rivermark - City - Lease4

Center, but other property owned by Landlord or its affiliates. The fire and extended coverage insurance shall be in an amount equal to at least ninety (90%) percent of the replacement value (exclusive of foundation and excavation costs) of the Premises, the Building and other improvements within the Shopping Center.

13.4 Indemnification. Tenant shall, to the extent permitted by law, indemnify, protect, defend and save Landlord harmless from and against any claims, demands, actions, damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees, costs of suit, and other costs of investigation and preparation, including in connection with any appeal and in · enforcing this provision) in connection with loss of life, bodily injury, personal injury and/or damage to property to the extent arising from or connected with the conduct or management of the business conducted by Tenant on the Premises, or the occupancy or use by Tenant of the Premises or any part thereof, or from any breach or default by Tenant in the performance of any covenant or agreement by Tenant to be performed pursuant to this Lease, or from violations of or noncompliance with any governmental requirements or insurance requirements, or from any acts or omissions of Tenant or any person on the Premises by license or invitation of Tenant or occupying the Premises or any part thereof under Tenant, whether such injury occurs in, on or about the Premises or the Common Area. If Landlord shall be made a party to any litigation commenced by or against Tenant, Tenant shall accept any tender of defense by Landlord and shall, despite any allegations of negligence or willful misconduct by Landlord, its agents or employees, defend Landlord and protect and hold Landlord harmless and_pay all costs, expenses and reasonable attorneys' fees incurred or paid by Landlord in connection with such litigation'.

However, Tenant shall not be liable for anysuch injury or damage to the extent and in the · prdportion such injury or damage is ultimately determined to be attributable to the active negligence or willful misconduct of Landlord, its agents or employees. Landlord may, at its option, require Tenant to assume Landlord's defense in any action covered by this S~ction through counsel satisfactory to Landlord. This Section shall survive the expiration or termination of this Lease.

13.5 Waiver of Claims; Waiver of Subrogation. Landlord and Tenant each here waive any rights of recovery against the other or against the officers, partners, employees, agents and representatives of the other, because ofloss or damage of such waiving Party on, to or of its property, or the property of others under its control, or any loss of business or profits to the extent that such loss or damage is insured against (or would have been insured against) under any fire and extended coverage insurance policy, or any other insurance policy, which either Party has in force ( or is required to have in force) at the time of such loss or damage. Each Party shall, upon obtaining the policies of insurance required under this Lease, give notice to its insurance carrier(s) that the above mutual waiver of subrogation is contained in this Lease and shall cause each such insurance policy to provide that the insurance company waives all right of recovery by way of subrogation against the other Party and its officers, partners, employees, contractors, agents and representatives in connection with any such loss or damage.

13.6 Waiver of Loss and Damage. Unless caused by the active negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant, Tenant's employees, agents or invitees for: (i) any damage to property of Tenant, or of others, in, on or about the Premises, (ii) rx c:\Shea Properties\Rivermark - City - Lease4

the loss of or damage to any property of Tenant or of others by theft or otherwise, (iii) any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water, rain or leaks from any part of the Premises or from the pipes, appliance of plumbing works or from the roof, street or subsurface or from any other places or by dampness or by any other cause of whatever nature or (iv) any damage caused by other tenants or persons in the Premises, occupants of adjacent property of the Shopping Center, or the public, or caused by operations in construction of any private, public or quasi-public work. All property of Tenant kept or stored on the Premises shall be so kept or stored at the sole risk of Tenant. . 13.7 Notice by Tenant. Tenant shall give immediate notice to Landlord in case of fire or accidents in the Premises or in the Building or of any damage or defects in the Premises, the Building or any fixtures or equipment therein.

14. OFFSET STATEMENT, ATTORNMENT,

SUBORDINATION, MORTGAGEEPROTECTION CLAUSE

14.1 Offset Statement. Within twenty (20) days after Landlord's written request, in connection with any sale, assignment, hypothecation or other transfer of Landlord's interest in this Lease, the Premises, the Building or the Shopping Center, Tenant agrees to deliver in recordable form a certificate or tenant estoppel letter to any proposed mortgagee, purchaser, or other transferee, or to Landlord, certifying to the extent true that this Lease is in full force and effect, that to Tenant's knowledge there does not exist nor has there existed during Tenant's tenancy any toxic materials or hazardous waste in, on or about the Premises, that no more than one year's rent has been paid in advance, that a true and correct copy of the Lease·and all amendments thereto are attached to the certificate or tenant estoppel letter, and that there are no defenses or offsets thereto, or stating those claimed by Tenant, and other items as may be reasonably requested. Failure by Tenant to execute said offset statement shall be considered a default by Tenant under this Lease.

14.2 ·Subordination.Tenant agrees that this Lease shall be subject and subordinate always to (i) all ground leases or underlying leases that may now exist or from now on be executed affecting the Shopping Center or any part thereof; (ii) the lien of any mortgage, deed of trust, assignment of rents and leases or other security instrument (and any advances thereunder) that may now exist or from now on be executed in any amount for which the Shopping Center or any part thereof, any ground leases or underlying leases or Landlord's interest or estate therein, is specified as security; and (iii) all modifications, renewals, supplements, consolidations and replacements thereof. In all cases, Landlord shall try to obtain and deliver to Tenant the written agreement of the mortgagees or beneficiaries named in mortgages or deeds of trust from now on executed or the assignee of any assignment of rents and leases from now on executed to recognize the interest and not disturb the possession, use and enjoyment of Tenant under this Lease in case of foreclosure or default, as long as there is not an Event of Default by Tenant under this Lease. Landlord also shall try to obtain the agreement of any lessors of ground leases or underlying leases from now on executed to recognize the interest and not disturb the possession, use and enjoyment of Tenant under this Lease in case of termination of such ground rx c:\Shea Properties\Rivermark - City- Lease4

lease or underlying lease. Subject to the above, Landlord shall have the right to subordinate this· Lease, or cause this Lease to be subordinated, to any ground leases, underlying leases or liens. If any ground lease or underlying lease terminates for any reason or any mortgage, deed of trust, assignment of rents and leases or other security instrument is foreclosed or a conveyance instead of foreclosure is made for any reason, Tenant shall, despite any subordination, attom to and become the tenant of the successor in interest to Landlord at the option of such successor in interest. However, as long as there is not an Event of Default by Tenant under this Lease, such successor in interest shall recognize the leasehold estate of Tenant and not disturb the possession, use and enjoyment and all rights of Tenant under all of the terms, covenants and conditions of the Lease for the remaining balance of the Term, with the same force and effect as if such successor in interest were the Landlord under the Lease (provided, however, that such successor · in interest shall not be bound by any payment ofrent or additional charges by Tenant to any prior Landlord for more than one (1) year in advance). Tenant agrees to execute and deliver, upon demand by Landlord and in the form requested by Landlord, any additional reasonable documents evidencing the priority or subordination of this Lease with respect to any such ground leases, underlying leases, mortgages, deeds of trust, assignment of rents and leases or other security instruments. Subject to the above, Tenant agrees that Tenant shall be bound by, and · required to comply with, the provisions of any assignment of rents and leases with respect to the Building.

14.3 Mortgagee Protection Clause. Tenant shall give any mortgagee and/or trust deed holder, by certified return receipt requested mail, a copy of any notice of default served by Tenant on l:andlord, provided that before such notice Tenant has been notified in writing (by way of notice of assignment oflease, or otherwise) of the addresses of such mortgagee and/or trust deed holder. Tenant further agrees that if Landlord fails to cure such default within the time provided for in this Lease, then the mortgagee and/or trust deed holder shall have an additional thirty (30) days within which to cure such default, or if such default cannot be curect'within that time, then such additional time as may be necessary, provided such mortgagee and/or trust deed holder commences such cure within thirty (30) days and diligently pursues the same to completion. Tenant shall not unreasonably withhold its consent to changes or amendments to this Lease requested by the holder of any mortgage or deed of trust covering Landlord's interest in the Premises so long as such changes do not materially alter the economic terms of this Lease or otherwise materially diminish the rights or materially increase the obligations of Tenant hereunder.

15. ASSIGNMENT AND SUBLETTING

15.1 Assignment and Subletting. Tenant may not assign this Lease in whole or in part, nor sublet all or any part of the Premises, nor otherwise transfer all or any part of its interest in this Lease or the Premises, by operation of law or otherwise, without the prior written consent of Landlord, which consent Landlord may withhold in its sole discretion.

15.2 Other Prohibited Transfers. Tenant shall not,grant any concession or right of use 6r occupancy to all or any part of the Premises ( other than an assignment or sublease that shall be rx c:\Shea ·Properties\Rivermark - City - Lease4

governed by Section 15 .1 ), nor shall Tenant encumber, hypothecate, or assign this Lease as security for an obligation or indebtedness, or grant any other form of security interest in this Lease, without Landlord's prior written consent that may be withheld in Landlord's sole and absolute discretion. Any such concession, right or security interest made by Tenant without Landlord's written consent shall be voidable at Landlord's election. If Tenant shall select or appoint some person or entity other than Tenant to manage and control the business conducted in · the Premises, and the result thereof shall be substantially similar to the result of a sublease or assignment, then such selection or appointment shall be deemed an assignment within the meaning and provisions of this Article.

15.3 Sale of Premises. If Landlord sells, conveys, transfers or exchanges the Premises, the Shopping Center or the Building, Tenant agreesto recognize and attom to the purchaser, or transferee, as the Landlord hereunder and Landlord shall be released from any liability under any of its covenants and obligations under the Lease arising out of any act, occurrence, event or circumstance arising after such sale, conveyance, transfer or exchange.

15.4 Bankruptcy Code Transfer. If this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. §§ 101, et seq. ("Bankruptcy Code"), any consideration payable or otherwise to be delivered in connection with such assignment shall be pa1d or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not be property of Tenant or the estate of Tenant within the meaning of the Bankruptcy Code. Any consideration constituting Landlord's property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and shall be promptly paid or delivered to Landlord. There shall be no cure period for any breach or default under this Section. This is a lease of real property m a shopping center within the meaning of Section 365(b)(3) of the Bankruptcy Code, 11 U.S.C. § 365(b)(3).

16. DESTRUCTION

16.1 -Minor Damage to Premises. Subject to the provisions of Sections 16. 3. and 16.4, if anytime during the Term the Premises are destroyed or dam.aged and such damage is not "Substantial Damage" (as defined in Section 16.7), then Landlord shall promptly repair such damage to parts of the Building outside the exterior boundaries of the Premises, Tenant shall promptly repair the Premises and this Lease shall continue in full force and effect.

16.2 Substantial Damage to Premisys. Subject to the provisions of Sections 16.3 and 16 .4, if anytime during the Term the Premises are destroyed or damaged and such damage is Substantial Damage, then Landlord shall promptly repair such damage to the part of the Building outside the exterior boundaries of the Premises, Tenant shall promptly repair the Premises and this Lease shall continue in full force and effect. Despite the above, subject to the provisions of Sections 16.3 and 16.4, if anytime during the Term the Premises are destroyed or damaged and such damage is Substantial Damage and was caused by a casualty not required to be insured against under Article 13, or a casualty required to be insured against under Article 13 ( despite . whether such casualty results in Substantial Damage) but the insurance proceeds are for any rx c:\Shea Properties\Rivermark - City - Lease4

reason (except Landlord's failure to carry insurance as required under Section 13.2) unavailable or insufficient to repair such damage in full, then Landlord may at its option either (i) promptly repair such damage to parts of the Building outside the exterior bounparies of the Premises and Tenant shall promptly repair the Premises, or (ii) relocate the Premises to another part of the .

Shopping Center, according to section 2.4, within a reasonable time.

16.3 Major Damage to Building. If more than twenty-five percent (25%) of the Building is damaged or destroyed, whether or not the Premises are damaged or destroyed, Landlord may at its option relocate the Premises to another part of the Shopping Center, according to section 2.4, within a reasonable time.

16.4 Damage Near End of Term. If the Premises are destroyed or damaged during the last twelve (12) months of the Term and the estimated cost of repair exceeds $10,000.00, Landlord or Tenant may at their respective option cancel and terminate this Lease as of the date of occurrence of such damage by giving written notice to the other Party of its election to do Bo within thirty (30) days after the date of occurrence of such damage. If neither Party shall so elect to terminate this Lease, the repair of such damage shall be governed by the provisions of this Article.

16.5 Miscellaneous. Tenant shall have no claim against Landlord for any damage suffered by Tenant because of any such damage, destruction, repair or restoration, except to the extent caused by the negligence or willful misconduct of Landlord or its employees, agents or contractors. Upon substantial completion of such repair or restoration, Tenant shall promptly resume Tenant's Permitted Use in the Premises.

16.6 Despite anything to the contrary in this Article, if the Premises are destroyed or damaged and Landlord's architect estimates that the time to repair the Premises is more than eighteen (18) months from the date of occurrence of such damage, Tenant may cancel and terminate this Lease by giving Landlord written notice of its election to do so within fifteen (15) days after Tenant's receipt of such estimated repair time from Landlord's architect, in which case this Lease shall terminate as of the date of such notice.

16.7 Substantial Damage Definition. "Substantial Damage" to the Premises means damage to the Building and/or the Premises the estimated cost ofrepair of which is more than one-fifth (1/5) of the then estimated replacement cost of the Building and/or the Premises, as may be, and the damage is so extensive that it cannot, in the reasonable opinion of Landlord's architect, be repaired within twelve (12) months from the date of such damage.

16.8 Proceeds. All proceeds from the insurance required to be kept under Section 13:2 shall be delivered to and be the property of Landlord and the proceeds of all property insurance covering Tenant's leasehold improvements that would be the property of Landlord upon termination of the Lease shall also be paid to Landlord. Unless Landlord elects to terminate this Lease pursuant to this Article, Landlord shall apply its insurance proceeds toward reconstruction of the Building and Premises. Tenant shall be entitled to retain the proceeds of its insurance rx c:\Shea Properties\Rivermark - City - Lease4

carried pursuant to Section 13.1 covering its trade fixtures, merchandise, signs and other personal property that it would be entitled to remove up oil the expiration of the Lease.

16.9 Waiver of Termination. Tenant waives any statutory rights it may have to terminate the Lease in case of the partial or total destruction of the Premises, Building or Shopping Center, including, without limitation, California Civil Code§§ 1932(2)and 1933(4) or any successor statutes, it being agreed that the provisions of this Article shall control in case of any damage or destruction.

17. EMINENT DOMAIN

17.1 Total Condemnation of Premises. If the whole of the Premises are acquired for any public or quasi-public use or purpose or taken by eminent domain, then this Lease shall · terminate as of the date possession or title is given to such condemning authority in such proceeding. In: such case, Landlord.shall relocate the Premises to another part of the Shopping Center, according to section 2.4, within a reasonable time if suitable Premises are then available in the Shopping Center.

17.2 Total Condemnation of Parking Area. If the entire part of the Common Area used for parking by Tenant, its customers, employees. and invitees in the $hopping Center ("Parking Area") is acquired for any public or quasi-public use or purpose or taken by eminent domain, this Lease shall terminate as of the date possession or title is given to such condemning authority in such proceeding unless Landlord provides other parking facilities substantially equal to the previously existing ratio between the Parking Area and the Premises within ninety (90) days' after the date of such taking. If Landlord provides other parking facilities, this Lease shall continue in full force and.effect. Otherwise, Landlord shall relocate the Premises to another part of the Shopping Center, according to section 2.4, within a reasonable time if suitable Premises are then available in the Shopping Center.

17.3 Partial Condemnation of Premises. If any part of the Premises is acquired or taken by eminent domain for any public or quasi-public use or purpose, and if such partial taldng or condemnation renders the Premises unsuitable for the operation of Tenant's Permitted Use,· this Lease shall cease and terminate as of the date possession or title is given to such condemning authority in such proceeding. In case of a partial taking or condemnation that is not extensive enough to render the Premises unsuitable for the operation of Tenant's Permitted Use, Landlord shall promptly restore the Premises to a condition comparable to its condition at the time of such condemnation minus the part lost in the taking (provided that the proceeds of the condemnation award paid to Landlord equal or exceed such restoration cost), and this Lease shall continue in full force.

17.4 Partial Condemnation of Parking Area. If any part of the Parking Area is acquired or taken by eminent domain for any public or quasi-public use or purpose and if, because of such partial taking, the ratio of square feet of Parking Area to square feet of the Floor Area of the entire Shopping Center is reduced to a ratio below two to one, this Lease shall cease · rx c:\Shea Properties\Rivennark- City - Lease4

and terminate from the date possession or title is given to such condemning authority in such proceeding, unless Landlord within ninety (90) days after the date of such taking provides reasonable evidence of its ability to increase the parking ratio to a ratio equal to or greater than two to one or Landlord provides substitute parking either in or outside the Shopping Center, in which case this Lease shall be unaffected and remain in full force and effect.

17.5 Allocation of Award. In case of any condemnation or taking as herein provided, whether whole or partial, Tenant shall not be entitled to any part of the award, as damages or otherwise, and Landlord shall receive the full award. Tenant waives any right or claim to any part thereof, including the right or-claim for the value of the unexpired part of the Term or diminution in value of Tenant's leasehold interest, or for the value of any option to extend the Term or renew this Lease. Tenant shall, however, have the right, provided such award does not diminish Landlord's award, to claim and recover from the condemning authority, but not from• Landlord, any compensation as may be separately awarded or recovered by Tenant in Tenant's own right because of any damage to Tenant's business because of the condemnation and for any costs that Tenant might incur in removing Tenant's merchandise, furniture, fixtures and equipment from the Premises. Tenant waives any rights it might otherwise have pursuant to California Code of Civil Procedure § 1265 .13 0 or any successor statute to terminate this Lease because of any condemnation action or proceeding in lieu thereof.

18. DEFAULT

18.1 Events of Default. The occurrence of any one (1) or more of the following shall be an "Event of Default" under this Lease by Tenant:

18.1.1 If Tenant, after opening at the Premises for Tenant's Permitted Use ceases to operate except as permitted under Article 16 or Article 17 or because of permitted remodeling or alteration of the Premises in conjunction with Tenant's permitted impending subletting of the Premises or assignment of its interest in this Lease; or

18.1.2 If Tenant fails to pay any installment of Minimum Rent, Additional Rent or any other sum due Landford under this Lease when due and such failure continues for five (5) days after written notice from Landlord to Tenant; or

18.1.3 If Tenant fails to perform or observe any other covenant, condition or agreement to be performed by Tenant under this Lease or if Tenant fails to comply with any of the Rules and Regulations, and such failure continues for thirty (30) days after written notice from Landlord to Tenant specifying the nature of such breach ( or such longer period as may be reasonably necessary to cure such default if Tenant diligently commences and after that diligently pursues the cure thereof to completion). For Tenant to avail itself of this cure period of more than thirty (30) days, Tenant must provide Landlord, within the thirty (30) day period, with a written plan to cure the breach, acceptable to Landlord, and then diligently commence and continue performance of such cure to completion according to the written plan; or rx c:\Shea Properties\Rivermark - City - Lease4

18.1.4 _ (i) the appointment of a receiver to take possession of all or substantially all of the assets of Tenant or the Premises, (ii) an assignment by Tenant for the benefit of . creditors, (iii) the attachment, execution or other judicial seizure of all or substantially all of Tenant's assets or the Premises, if such attachment or other seizure remains un dismissed or undischarged for ten (10) business days after the levy thereof, (iv) the admission by Tenant in writing of its inability to pay its debts as they become due, (v) the filing by Tenant of any answer admitting or failing timely to contest a material allegation in any proceeding filed against Tenant seeking reorganization, arrangement, composition, readjustment, liquidation or dissolution of Tenant or similar relief or the filing or commencement of any proceeding byTenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, (vi) the issuance of an order by a court of competent jurisdiction that Tenant be dissolved and/or that substantially all of the assets of - Tenant be sold
0 or assigned or (vii) the failure of Tenant to provide prompt written notice to Landlord of any of the above.

18.2 Remedies. In_case of an Event of Default by Tenant, Landlord, without further notice to Tenant, shall have all rights and remedies available under law or which are set forth in this Lease including, without limitation, any of the following, at Landlord's election:

18.2.1 The rights and remedies provided by California Civil Code§ 1951.2, including without limitation the right to terminate Tenant's right to possession of the Premises and to recover (i) "the worth at the tim~ of award" (as defined in this Section) of the unpaid rent and other sums which shall have been earned at the time of termination; plus (ii) the worth at the time of award of the amount by which the unpaid rent and other sums which would have been -earned after termination until the time of award exceeds the amount of loss of such rent and other sums that Tenant proves could have been reasonably avoided; plus (iii) the worth at the time of award of the amount by which the unpaid rent and other sums for the balance of the Term after the time of award exceeds the amount of loss of such rent and other sums that Tenant proves could be reasonably avoided; plus (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom (including without limitation attorneys' and accountants' fees, costs of alterations of the Premises, interest costs and brokers' fees incurred upon any re letting of the Premises). The "worth at the time of award" of the amounts referred to in subparagraphs (i) and (ii) above shall be computed with interest at the lesser of the maximum rate then allowed by law or a rate which is five percent (5%) per annum plus the rate from time to time established by the Federal Reserve Bank of San Francisco on advances to member banks under§ 13 and 13(a) of the Federal Reserve Act as now in effect or from now on from time to time amended; the "worth at the time of award" of the amount referred to in subparagraph (iii) above shall be computed by discolJllting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1 %); and "rent and other sums" with respect to each month shall be calculated by adding (i) the Minimum Rent payable at the time of default, plus (ii) the monthly average of the Additional Rent and all other sums payable by Tenant for the year immediately before the year in which the default occurred, or, if the Event of Default occurs in the first year of the Lease; rx c:\Shea l;'roperties\Rivennark - City - Lease4

Landlord's estimate of additional sums that would have been payable monthly by Tenant during such year. ·
18 .2.2 The rights and remedies provided by California Civil Code § 1951 .4. Acts of maintenance or preservation, efforts to relet the Premises or the appointment of a receiver upon Landlord's initiative to protect its interest under this Lease shall not of themselves be a . termination ofTenant'.s right to possession;

18.2.3 The right to terminate this Lease by giving notice to Tenant according to this Lease or applicable law;
18 .2.4 The right to enter the Premises and remove therefrom all persons and property, to store such property in a public warehouse or elsewhere at the cost and for the account of Tenant and to sell such property and apply the proceeds therefrom pursuant to applicable California law and subject to the prior rights of third party owners with respect to consigned property or secured creditors having a claim prior in right. fu such case Landlord may sublet the Premises or any part thereof for such term (which may extend beyond the Term) and at such rent and on other terms as Landlord in its sole discretion may deem advisable, with the right to make alterations and repairs to the Premises. Upon each subletting, rent received from such subletting shall be applied by Landlord, first, to payment of any indebtedness other than Minimum Rent, Additional Rent and all other sums owed by Tenant to Landlord; second, to payment of any costs of such subletting (including without limitation attorneys' and accountants' fees, costs of alterations of the Premises, interest costs and brokers' fees) and of any alterations and repairs; third, to payment of Minimum Rent, Additional Rent and all other sums due·and unpaid hereunder; and the residue, if any, shall be held by Landlord and applied in payment of future rent and other sums as they become due hereunder. If any rent or other charges due under such sublease shall not be promptly paid to Landlord by the sublessee(s ), or if such rent received from subletting during any month are less than Minimum Rent, Additional Rent, and all other sums payable during such month by Tenant hereunder, Tenant shall pay any such deficiency to Landlord, and any unpaid indebtedness other than Minimum Rent, Additional Rent, and all other · sums due hereunder from Tenant to Landlord and the costs of such subletting (including without limitation attorneys' and accountants' fees, costs of alterations of the Premises, interest costs and brokers' fees) and any other amounts due Landlord under this Section. Any deficiency shall be calculated and paid monthly. No taking possession of the Premises by Landlord shall be construed as an election on its part to terminate this Lease unless a written notice of such intention is given to Tenant. Landlord's subletting the Premises without termination shall not be a waiver of Landlord's right to elect to terminate this Lease for a previous breach;

18.2.5 The right to have a receiver appointed for Tenant, upon application by Landlord, to take possession of the Premises, to apply any rent collected from the Premises and to exercise all other rights and remedies granted to Landlord in this Lease; and

18.2.6 The right to specific performance of any of Tenant's obligations · hereunder.
rx c:\Shea Properties\Rivennark - City - Lease4

18.3 Remedies Cumulative. The exercise of any remedy provided by Law or the provisions of this Lease shall not exclude any other remedies, except to the extent they are expressly excluded by this Lease. Any notice of default given or required to be given by Landlord to Tenant hereunder may be combined with, serve as or include any statutory notice required in connection with the exercise by Landlord of any of its remedies.

18.4 Waiver of Rights of Redemption. Tenant waives any rights of relief or redemption granted by California Code of Civil Procedure § § 117 4 and 1179 or any successor statutes.

18.5 Landlord's_ Default. Landlord shall not be in default in the performance of any obligation under this Lease unless it has failed to perform such obligation within thirty (30) days after recei1;1t of written notice from Tenant to Landlord specifying such failure. However, if the nature of Landlord's default is such that more than thirty (30) days are reasonably required for its cure, then Landlord shall not be in default if it commences such cure within the thirty (30) day. period and after that diligently prosecutes such cure to completion. Tenant waives any right to . recover consequential, exemplary or punitive damages because of a default by Landlord under this Lease.

18.6 Limitation on Liability. In case of default by Landlord hereunder, there shall be \no personal liability of any person, firm or entity who or which constitutes or comprises Landlord. Tenant shall look solely to the interest of Landlord in the Shopping Center and any proceeds of insurance payable to Landlord with respect to the Shopping Center for the satisfaction of any remedy of Tenant therefor. Neither Landlord nor any of its partners, members, officers, shareholders, employees, or agents shall be personally liable for any such default or for any deficiency.

19. HOLDING OVER, SUCCESSORS

19.1 Holding Over. Any holding over by Tenant after the expiration of the Term, with the consent of Landlord, express or implied, shall, without a written agreement providing otherwise, be construed to be a tenancy from month to month at a Minimum Rent equal to 125% · of the Minimum Rent in effect upon the expiration of the Term and shall otherwise be on the terms and conditions of this Lease. Any holding over without Landlord's consent is an Event of Default by Tenant and entitles Landlord to exercise any of its remedies provided in this Lease or at law despite that Landlord may elect to accept one or more payments of Minimum Rent, Additional Rent or any other sum from Tenant. In case of any holding over without Landlord's consent, Tenant shall indemnify, defend and hold harmless Landlord from and against all claims for damages by any other tenant to which Landlord may have leased all or part of the Premises commencing upon or after the expiration of the Term.

19.2 Successors. All rights and obligations under this Lease shall extend to and bind the heirs, executors, administrators, successors, and assigns of Landlord and Tenant. If there rx c:\Shea Properties\Rivennark - City - Lease4

shall be more than one party comprising Tenant, they shall all be bound jointly and severally by this Lease. No rights, however, shall inure to the benefit of any assignee, subtenant or licensee of Tenant unless approved by Landlord in writing as provided in this Lease.

20. QUIET ENJOYMENT
Upon timely payment by the Tenant of the Minimum Rent, Additional Rent and all other sums due Landlord under this Lease, and upon the observance and performance of all of the covenants, terms and conditions on Tenant's part to be observed and performed hereunder, Tenant shall peaceably and quietly hold and enjoy the Premises for the Term without unreasonable hindrance or interruption by Landlord or any other person or persons lawfully or equitably claiming by, through or under Landlord, subject always to this Lease.

21. MISCELLANEOUS

21.1 Waiver. The waiver by either Party of any breach of any term, covenant or condition of this Lease shall not be deemed to be a waiver of any other term, covenant or condition of this Lease or of any subsequent breach of the same term, covenant or condition.

The subsequent acceptance of Rent hereunder by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of any term, covenant or condition of this Lease, other than the failure. of Tenant to pay the particular Rent so accepted, despite Landlord's knowledge of such preceding breach at the time of acceptance of such rent. No covenant, term or condition of tpis Lease shall be deemed to have been waived by either Party, unless such waiver is in writing by the waiving Party. ·

21.2 Accord and Satisfaction. No payment by Tenant or receipt by Landlord of a lesser amount than the rent herein stipulated shall be deemed to be other than a partial payment of the rent herein stipulated, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such rent or pursue any other remedy provided in this Lease.

21.3 _ Entire Agreement. This Lease and the Exhibits and Addenda, if any, attached are an integrated document and set forth all the representations, warranties, covenants, promises, agreements, conditions and understandings between Landlord and Tenant concerning the Premises. There are no representations, warranties, covenants, promises, agreements, conditions or understandings, either oral or written, between Landlord and other than herein set forth. No subsequent alteration, amendment, change or addition to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed by both Parties.

21.4 No Partnership. Landlord does not in any way or for any purpose become a partner of Tenant in the conduct of its business, or otherwise, or joint venturer or a member of a joint enterprise with Tenant because of this Lease.
rx c:\Shea Properties\Rivennark - City- Lease4

21.5 Force Majeure. If the performance of this Lease, or of any obligation hereunder, is prevented, restricted, or interfered with because of labor disputes, government ordinances or requirements, acts of nature, acts or omissions of carriers, inability to obtain necessary materials or services from suppliers, or other causes beyond the reasonable control of the Party whose performance is affected (excluding financial condition, the intentional or neglige11t act or omission, or default or breach of this Lease by the Party seeking excuse from performance) ("Force Majeure"), then the Party affected, upon giving prompt written notice to the other Party, as described below, shall be excused from such performance on a day-for-day basis to the extent of such prevention, restriction, or interference ( and the other Party will likewise be excused from performance of its obligation on a day-for-day basis to the extent such Party's obligations relate to the performance so prevented, restricted, or interfered with), provided that the Party so affected shall use reasonable efforts to avoid or remove such causes of nonperformance. A condition shall be deemed to be beyond the reasonable control of a Party when such condition would affect any person similarly situated ( such as a power outage or labor strike) but shall not be deemed to be beyond the reasonable control of such Party when peculiar to such Party (such as financial inability or failure to order long lead time materials or goods sufficiently in advance). In case of the occurrence of Force Majeure, the Party affected shall promptly give written notice of the existence of such event to the other Party and explain in reasonable detail · thie nature of the Force Majeure event, the obligations affected by the Force Majeure event, how such Force Majeure event has impaired the performance of such obligations, and suggested alternate or mitigating causes of action to offset the impact of the delay. The provisions of this Section shall not apply to nor operate to excuse Tenant from the payment of Minimum Rent, Additional Rent or any other payments as set forth in this Lease.

21.6 Notices. All notices hereunder must be served personally or by certified or registered mail, postage prepaid or by other recognized method of overnight delivery requiring signature by the recipient, addressed to Tenant at the address specified in Section 1.9 and to Landlord at the address specified in Section 1. 10, or at other address as Landlord or Tenant may designate by written notice pursuant to this Section, except that notice to Tenant at the Premises · shall in.all events be proper notice. Any notice given by mail as aforesaid shall be deemed given 48 hours after deposit in the mails. ·

21.7 Captions and Section Numbers. The captions, section numbers and article numbers in this Lease are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or intent of such sections or articles of this Lease nor in any way affect this Lease.

21.8 Tenant Defined, Use of Pronoun. The word "Tenant" means jointly and severally every person or party mentioned as a tenant herein. If there shall be more than one Tenant or more than one party comprising Tenant, any notice required or permitted by the terms of this Lease may be given by or to any one thereof, and shall have the same force and effect as if given by or to all thereof. The use of the neuter singular pronoun to refer to Landlord or Tenant shall be deemed a proper reference although Landlord or Tenant may be an individual or entity or a group of two or more individuals or entities. The necessary grammatical changes requited to rx c:\Shea Properties\Rivennark - City - Lease4

make the provisions of this Lease apply in the plural sense where there is more than one Landlord or Tenant and to either corporations, limited liability companies, associations, partnerships, or individuals, males or females, shall in all instances be assumed as though in each case folly expressed.

21.9 Partial Invalidity. Any part of this Lease prohibited by, unlawful or unenforceable under any applicable law of any jurisdiction shall as to such jurisdiction be ineffective without affecting any other provisions of this Lease. If the provisions of such applicable law may be waived, they are here waived to the end that this Lease may be deemed to be a valid and binding agreement enforceable following its terms. If any provisions or portion of this Lease are prohibited by, unlawful or unenforceable under any applicable law and are therefore stricken or deemed waived, the remainder of this Lease shall be interpreted to achieve the goals or intent of the stricken or waived provisions or portions of this Lease to the extent such interpretation is consistent with applicable law.

21.10 No Option. The submission of this Lease for examination does not constitute a reservation of or option for the Premises and this Lease becomes effective as .a Lease only upon execution and delivery thereof by Landlord to Tenant.

21.11 Recording. Tenant shall not record this Lease or a memorandum thereof without the written consent of Landlord.

21.12 Authority. If Tenant is a corporation, limited liability company or partnership, each individual executing this Lease for such entity represents or warrants that he or she is duly authorized to execute and deliver this Lease for such entity and that such entity shall be bound by all the terms and provisions hereof. ·

21.13 Governing Law; Consent to Jurisdiction and Venue. Despite where or in what sequence this Lease is executed, it shall be deemed to be made and entered into in California and the validity, construction and performance of this Lease shall be governed by and interpreted according to California law. Each Party expressly consents to the personal jurisdiction of either the California courts or the United States District Courts in California. Any actions to enforce any judgment or writ of attachment shall be prosecuted through the courts of the state in which the assets subject to such enforcement action are located.

21.14 Survival. All of Tenant's covenants and obligations contained in this Lease shall survive the expiration or earlier termination of this Lease. No provision of this Lease providing for termination in certain events shall be construed as a limitation or restriction on Landlord's rights and remedies at law or in equity available upon an Event of Default by Tenant under this Lease.

21.15 Counterparts. This Lease may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Lease shall not be effective until the execution and delivery between each of rx c:\Shea Properties\Rivermark - City - Lease4

the Parties of at least one set of counterparts. The Parties authorize each other to detach and combine original signature pages and consolidate them into a single identical original. Any one of such completely executed counterparts shall be sufficient proof of this Lease.

21.16 Time of the Essence. Time is of the essence of each provision of this Lease with respect to which time of performance is a factor.

21.17 Nondiscrimination. Tenant agrees that there shall be no discrimination against, of, any person, group of persons, or entity because ofrace, color, creed, religion, age, sex, sexual. orientation, marital status, national origin, or ancestry in the leasing, subleasing, transferring, assignment, occupancy, tenure, use or enjoyment of the.Premises, or any part thereof

21.18 Lease Addenda and Exhibits. This Lease contains the following Exhibits attached and incorporated by this reference:

This Lease contains the following Exhibits:

Exhibit "A-1" - .

Exhibit "A-2" -
Exhibit "B"
Exhibit "C"
Exhibit "D"
Exhibit "E"
Exhibit "F"
rx c:\Shea Properties\Rivermark - City- Lease4
Site Plan
Floor Plan of Premises
Work Letter Agreement
Sign Criteria
Rules and Regulations ·
Exclusive Uses
·Term Commencement Certificate

Dated: _·_ January 2003
Dated: Lf-1HJ anuary 2003
. Attest:

ATTEST:
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rx c:\Shea Properties\Rivennark - City- Lease4
RlVERMARK VILLAGE LLC, a California
limited liability company
By: SHEA RIVERMARK VILLAGE LLC, a
California limited liability company
By: J. F. SHEA CO., INC., a Nevada corporation,
its Manager
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THE CITY OF SANTA CLARA, a chartered
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APPROVED AS TO FORM:
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As~ity Attorney

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EXHIBITB

WORK LETTER AGREEMENT
This WORK LETTER AGREEMENT ("Work Letter Agreement") is part of the Lease to. which it is attached.

RECITALS.

A. Concurrent with the execution of this Work Letter Agreement, Landlord and Tenant have entered into a lease ("Lease") covering certain p:i;emises ("Premises") described in Exhibit "A-2" attached to the Lease. All terms not defined herein have the same meaning as set forth in the Lease. To the extent applicable, the provisions of the Lease are incorporated here by this reference.

B. To induce Landlord and Tenant to enter into the Lease and in consideration of the mutual covenants after this contained, Landlord and Tenant agree as follows:

AGREEMENT

1. Landlord shall deliver a floor plan of the Premises to Tenant showing the columns and other structural work.

2. Within ten (10) days after delivery of the floor plan, Tenant, at its expense, shall submit to Landlord for its approval (i) two (2) sets of fully dimensioned scale drawings, prepared by a licensed architect or building designer, which drawings shall show the specific requirements of Tenant's space, clearly outlining the facility in such detail as Landlord may require, including types of materials and colors, interior partitions, reflected ceiling plan, roof plan, if applicable, plumbing fixtures, and electrical plans prepared by a licensed electrical engineer setting forth all electric requirements of Tenant, all in conformity with the description of Landlord's Work and description of Tenant's work herein, (ii) Tenant's decor plan showing improvements, fixtures, signage and other details of Tenant's Work in an "upscale format" consistent with first-class shopping centers in Northern California, (iii) an itemized statement ofestimated construction costs, including architectural, engineering, contractors' fees, permits and other fees, all of which shall total not more than $250,000.00, (iv) other particulars regarding Tenant's requirements for· the work including Tenant's objectives, schedule, constraints and criteria, including space requirements and relationships, flexibility, expandability, special equipment, systems and any other site requirements. The above described documents are called "Tenant's Plans & Specs." Landlord will not check Tenant Plans & Specs for building code compliance. Approval of Tenant's Plans & Specs by Landlord is not a representation that they comply with the requirements of governing authorities, and it shall be Tenant's responsibility to meet and comply . with all federal, state, and local code requirements .. Approval of Tenant's Plans & Specs does rx c:\Shea Properties\Rivermark - City - Lease4

not constitute assumption of responsibility by Landlord or its architect for their accuracy, sufficiency or efficiency, and Tenant shall be totally responsible for such matters.

3. Landlord shall have ten (10) days from receipt of Tenant's Plans & Specs to approve or disapprove them. If Landlord disapproves the same, Tenant shall, within five (5) days.after receipt of Landlord's notice of disapproval, revise and resubmit Tenant's Plans & Specs to Landlord, correcting or altering the disapproved items.

4. Landlord shall arrange for and coordinate construction of the improvements shown in Tenant's Plans & Specs and deliver possession of the Premises to Tenant according to Tenant's Plans & Specs, subject to minor "punch list" items. In carrying out its responsibilities under this section, Landlord shall perform all activities necessary or desirable to complete ·construction of the improvements shown in Tenant's Plans & Specs. Construction shall be performed by a contractor and subcontractors reasonably approved by Tenant in advance.

Although Landlord shall endeavor to obtain satisfactory performance from each contractor and subcontractor, Landlord shall not be responsible for minor deviations from Tenant's Plans & Specs, shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the work, review construction means, methods, techniques or sequences of thework, inspect for latent or patent deficiencies or defects in the work or failure of the contractor or subcontractors to carry out the work according to Tenant's Plans & Specs. Tenant shall perform or provide for regular and appropriate inspections of the work in progress to assure compliance by the contractor and subcontractors with Tenant's Plans & Specs. Landlord provides no warranty; either express or implied, and here expressly disclaims any warranty, concerning the construction of the work, its fitness for any particular purpose or Tenant's Permitted Use and the performance of all services by the contractor and subcontractors.

Landlord will assign to Tenant any warranties from the contractor and subcontractors and any rights of action or claims against the contractor or subcontractors.

5. Tenant Delays. For purposes of the Lease and this Work Letter Agreement, "Tenant Delays" means any delay in the completion of Landlord's Work resulting from any of the following: (a) Tenant's.failure to timely perform any of its obligations pursuant to this Work Letter Agreement, including failure to timely render decisions pertaining to interpretation and modification of Tenant's Plans & Specs, (b) Tenant's failure or delay in preparing, submitting, revising or approving plans, (c) Tenant's request for changes to plans or work after the plans have been approved by Landlord or such work has been initiated, ( d) any other act or failure to act by Tenant, its employees, agents, contractors or consultants or ( e) labor shortages, stoppages or actions or acts of nature not within Landlord's reasonable control.

6. Tenant shall reimburse Landlord a maximum of $250,000.00 for the actual costs for Landlord's construction of the improvements shown in Tenant's Plans & Specs (excluding any furniture, fixtures and equipment). Tenant shall reimburse Landlord though a maximum of four (4) progress payments for work completed. Landlord shall submit each progress payment request to Tenant on an Application and Certificate for Payment (AIA Document G702/G703) signed and submitted by the contractor and certified by the architect and Landlord. The fmal rx c:\Shea Properties\Rivermark - City - Lease4

progress payment (the last ten percent) shall b·e paid by Tenant when Landlord's architect or designated agent certifies that the work to complete Tenant's Plans & Specs has been completed . in a worlananlike manner and according to Tenant's Plans & Specs and Landlord can deliver to Tenant a Certificate of Occupancy or the equivalent. Tenant shall make the progress payments within twenty (20) days after receiving Landlord's request for the same as above.

7. CONSTRUCTIONREPRESENTATNES. Landlord here appoints the following person(s) as Landlord's representative ("Landlord's Representative") to act for Landlord in all matters covered by this Work Letter Agreement: Cindy Johnson. Tenant here appoints the followingperson(s) as Tenant's representative ("Tenant's Representative") to act for Tenant 1n all matters covered by this Work Letter Agreement: _. All communications with respect to the matters covered by this Work Letter Agreement are to made to Landlord's Representative or Tenant's Representative, as may be, in writing according to the notice provisions of the Lease.

Either Party may change its representative under this Work Letter Agree)11ent anytime by written notice to the other Party according to the notice provisions of the Lease. rx c:\Shea Properties\Rivennark - City - Lease4

EXHIBITB-1

LANDLORD'S WORK
Landlord shall cause to be constructed the following improvements to the Premises:

1. At Landlord's expense, according to plans and specifications prepared by Landlord's architect:
a. Basic shell consisting of the foundation, unpainted masonry, stud perimeter and stud demising walls, unfinished concrete floor slab, roof, sprinkler system (for a standard retail use with final drops and finish heads provided as part of Tenant's Work) and storefront.
b. Electrical service: 200 amp, 120/208 volt, 3-phase, 4-wire electrical · service in a standard panel box with a meter socket.
c. Plumbing service consisting of a 1 inch diameter water supply line and 3 inch sewer line with a 3 inch lateral to the Premises and a gas line. d. Exterior sign outlet.
e. Storefront per Landlord's design, with one (1) 3'-0
11 x 7'-0
11 door with lock.
f. Landlord shall provide one (1) 7 .5 ton HV AC unit, that shall be set in place, including electrical and plumbing connections, with main supply and return ducts at least ten (10) feet long stubbed through the roof and ready for Tenant distribution. All distribution and other work shall be by Tenant as Tenant's Work.

2. At Tenant's expense, to be reimbursed according to section 6 in Exhibit B, above:
a. All work to complete construction according to Tenanfs Plans & Specs. rx c:\Shea Properties\Rivennark - City - Lease4

.,

TABLE OF CONTENTS
September 2001

1.0 Purpose

2.0 Definitions

3.0 Signage Review, Approvals, Permits and Installation · 3.1 Landlord Approval · ·

3.2 City of Santa Clara Approval

3.3 Permits

3.4 Installation

4.0 General Construction Specificat1ons

5.0 General Project Signage Guidelines - All Tenants

5.1 Permanent Window Signs

5.2 Miscellaneous Tenant Identification Signage

5.3 Prohibited Signage ·

5.4 Address Signage

5.5 Miscellaneous Signage

5.6 Wall/ Fascia Signage

5. 7 Conditions of Lease

6.0 Tenant Signage Matrix - All Tenants
Exhibit S-1 Tenant Wall/Fascia Matrix
Exhibit S-2 Building Elevations
Exhibit S-3 Site Plan (reference only)
l .O Purpose
The purpose of the signage program is to ensure that the integrity of the signage for Rivermark Village is presented with diversity and creotivity while maintaining standards that achieve consistency throughout the _project.

These Guidelines are established for Tenants at Rivermark Village to provide a coordinated .graphic system that communicates information in a distinctlve • and aesthetically pleasing manner. The visual consistency created ·by the criteria minimizes confusion and pro.motes an image of quality, which unites all of the individuat establishments.

The Guidelines establish minimum standards that are reasonable and equitable y;hile providing sufficient flexibility to accommodate the Tenant's need to be recognizable and marketable, to reflect each retail chain Tenant's graphic prototypes, and to encourage tasteful innovation.

It is the responsibility of each Tenant to submit design drawings of the proposed signage to the Landlord and to the City of Santa Clara for approval prior to the installation of any signage. The use of professional environmental graphic designers and professional signage companies to determine design detailing and sign placement is highly encouraged. Deviations from these Guidelines. will only be considered if the overall purpose is to exceed the quality standards set forth herein. The Guidelines and requirements for the submittal process is detailed in Section 3.0, Signage Review, Approvals, Permits and Installation. 2~0 Definitions
Blade Signage
Building Elevatioh
End-Cap Tenant
Fascia
Graphic Logo
In-Line Tenant
Landlord
Major Retail Tenant
Monument Sign
Retail Pad
Temporary Signs.

Tenant
Signage suspended from a building/can?PY soffit or
cantilev_ered from a building/canopy wall/fascia ..

Vertical exterior wall surface of a building.

Tenants designated as 'End-Cap' Tenants are located
at the __ end or corner tenant space:of a series of in-line tenants. Architectural features and corner entries help to designate an End Cap tenant.

Vertical wall surface of a canopy.

The symbol image of ·a.company; may or may not
include words or letters.

Tenants designated as 'In-Line' tenants are located as
part of a series of consecutive or attached tenant
spaces separated by shared tenant demising walls.

Owner/Developer of the buildings.

Single use Retail Tenant with a tenant space square
footage of at least 15,000 sf in a building.

Fre·estanding sign or perimeter site wall sign which
contains signage identifying Tenants · within the
Rivermark Village.

A free-standing building within the overall
development.

Signage displayed for a designated period of time,
not permanently attached to buildings or tenant
storefront/display glazing.

A business ,entity leasing or owning a business within
the Rivermark Village project site. ·.

3.0 Signage Review, Approvals, Permits & Installation.
• All signage shall be reviewed for cor:iformance with these Guidelines and overall design quality. Approval or disapproval of signage sutnnittals shall remain the right of the Landlord and the City of Santa Clara. Tenant's shall be responsible for verifying all requirements with the City. ·

3.1 Landlord Approval
• Tenants shall submit for approval one ( 1) reproducible copy and three (3) additional copies of detailed signage drawings indicating the location, size, copy layoul, materials, colors, illumi;nation and method of attachment. At least one ( 1) drawing of the sign age must be in color. Provide material and color samples if requested by the Landlord. All materials and colors are · subject to approval in the field by the Landlord.· The plans must include the building elevation, the location of signage on the building, a site plan indicating the location of the Tenantwithin the project, and construction specifications and details of the proposed signage. ·
• If the plans submitted .to the Landlord are not ·.acceptable 'Or require revisions, they must be resubmitted unless they are approved 1 with
conditions.• ·
• After plans are approved by the Landlord, one ( l) set of the approved submittal shall be retained by the Landlord, one ( 1) set of the approved submittal shall be returned to the Tenant, and one (l) set of the approved · submittal shali be submitted to the City of Santa Clara by the Tenant.

3.2 City of Santa Clara Approval
• Four (4) sets of plans, including the stamped and approved set from the Landlord, are to be submitted to the City of Santa Clara Building Department. All mounting details for signage must be submitted to this department. All electrically illuminated signage shall require an electrical . permit. At least one (1) drawing of the signage must be in color. Provide material and color samples if requested by the City. All materials and colors are subjectto approval in the field by the City of Santa Clara. The plans must include the bu.ilding elevation, the location of signage on the building, a site plan indicating the location of the Tenant,.within the project, and construction specifications and details of the proposed signage. ·3:3 Permits
• All permits for signage and installation required by the City of Santa Clara shall be obtained by the Tenant at°Tenant's expense prior to installation.

Tenant shall be responsible for verification of all required subtnittals.

3.4 ·Installation
• All·signage shall be constructed and installed at Tenan_t' s expense. • Tenants shall be responsible for the ins_tallation and maintenance of their signage.
• The Tenant's Signage Contractor shall be licensed by the state of California, and shall carry workman's compensation and .public liability insurance · against all damage suffered or done to any and all persons and/or property while engaged in the construction or erection of signage. • Tenant's Signage Contractor shall repair any damage caused by his work.

Damage to structure that is not repaired by the Contractor shall become the Tenant's responsibility to correct.
• Signage not installed and operable in accordance with previously approved plans shall be corrected by the Tenant upo_n request of the Landlord. If not corrected within 30 days, signage may be corrected by the Landlord at the Tenant's expense. ·
.,

4.0 General Construction Specifications
• Signage must be constructed and installed to meet or exceed all applicable codes and City requirements.
• Not withstanding the following signage Guidelines, Tenants may utilize standard corporate Logos and/or prototypical signage Graphics, subject to • the approval of the Landlord and the City of Santa Clara. • All.electrical ·signage shall bear the Underwriters Laboratories. (UL) label of approval.
• All exterior signage shall be secured by concec:iled fasteners or, if exposed, fasteners of stainless steel, nickel or cadmium plated. All raceways, transformers, electrode boxes, switches, wiring, conduit and·access hatches · shall be concealed.
• Tenant's electrified signage shall be connected to the Tenant's house panel and controlled by a time clock or energy managE;,ment system. • All penetrations of the building structure required for signage installation shall be neatly sealed and water tight. Color and finish of attachments ahd sealants shall match adjacent exterior finishes.
• Surfaces of all signage are intended to be flat without bulges, oil-canning or other deformities. Any welded seams on signage faces should be finished smooth.

5.0 General Project Signage Gufdelines
. 5.1 Permanent Window Signs
General: The purpose of permanent window signage. is _to provide an attractive and effective means of identification for the business or for products and services provided. Permanent win"dow signage should enhance the overall visual impact of the Center for the · public. All signs or graphics within ten ( 10) feet ·of a window or storefront . that can easily be seen from the exterior shall be considered window signage. Exceptions shall.be considered on a case by case basis• only if it meets the overall design intent consistent with the store and overall project design for the Center.

Quantity: The quantity of window signs shall not be limited, but shall be subject to the maximum allowable sign area appplicable .to that tenant.

Location: Permanent window signs must be located within the glass panel area with no part of the sign overlapping the window mullion or frame. No window signs shall be displayed on the stor$front doors, or the glass areas directly above the. doors ( except address numbers). Operational hours, credit cards accepted, telephone numbers, etc., shall be located on the glass adjacent to the entry door(s). All windows signs must be applied to the inside face of the glass. The location of all window signs must be approved by the City of Santa Clara and the Landlord.

Size: Permanent window signage shall be compatible with glass dimensions. and window mullion locations.

Content: Sign content shall be consistent with Tenant's overall graphics and identity package. Sign content and layout. shall be subject to approval by the City of Santa Clara and the Landlord .
. Materials and colors shall be subject to the approval of the City of Santa Clara and the Landlord. ·
Installation: . Floor mounted signs must be supported by a metal stand or support. Ceiling mounted signs must be hung yvith either wire or cable that has minimal visual impact. Chains will not be allowed for hanging signs. All signs shall be permanently attached. The use of tape, staples, suction cups, tacks or similar attachment methods are not allowed.

5.2 Miscellaneous Tenant Identification Signage ·
Gene·ral: In addition to other Signage_allowed, all Tenqnts shall be allowed _ to provide all required address,· entry, exit and disabled accessibility Signage required by code and local ordinances.

Quantity: The quantity of Miscellaneous Tenant Identification Signage shall . be limited to Signage as required by code and local ordinances. and as outlined above.·
Location: Miscellaneous Tenant Identification Signage shall be affixed to a stor<?front window or door.

Size: . Maximum height for Miscellaneous Tenant Identification Signage letters shall be 2" with the exception for open/closed Signage and suite/address identification which shall consist of 6" letters.

Content: Miscellaneous Tenant Identification Signage may consist of required suite or street address, open/closed Signage, entry and -exit Signage, hours of operafion Signage, credit card usage and disabled accessibility Signage. All Tenants shall affix suite or street address on at least one business storefront entry door . ..

Materials:_ Miscellaneous Tenant Identification Signage shall be applied to inside surface of storefront glass using a standard color to be determined. ·

5.3 Prohibited Signage ·
The following signage shall be prohibited within the project:

1. Flashing, moving or scintillating light bulbs or effects.

2. Wind.ow signage, other than Permanent Window Graphics permitted elsewhere in these Guidelines.

3. Signage employing luminous painted paper or cardboard signage.

4. Paper, stickers, or decals hung around or behind storefront glazing-.

5. Vacuum formed plastic lettering.

6. Signage employing exposed raceways, ballast boxes or transformers.

7. Major Tenants shall not place any signage on the rear of their buildings, except for service, receiving and exit door
identification signage including receiving hours permitted, and •l
except as allowed elsewhere in these Guidelines. Letter height for these signs shall be limited to 6" in height. Total signage area shall be limited to 8 square feet. ·

8. A-frame •sandwich' signs.

5.4 Address Signcige
Each building located at Rivermark Village may have one ( 1) dddress placard displayed for purposes of identification on business frontage.

5.5 Miscellaneous Signage
Quantity: Each Retail Tenant may have one( 1) double sided blade sign.

Awning signage will be reviewed on a case by case basis.

Location: Blade signage shall typically be mounted to the wall perpendicular · to the front building elevation.

Size: Blade signage shall be a maximum of 3 square feet on each face; a maximum height of 1 '-6
11 and a maximum depth of 8".

Content: Signs shall consist of the Tenant name and/or Graphic Logo only. · Other content shall be allowed subject to approval by the Landlord and the City of Santa Clara.

Materials: Subject to the approval of Landlord and the City of Santa Clara.

5.6 · · Wall/ Fascia Signage
Quantity:· See Wall/ Fascia Signage Matrix.

Location: Wall/Fascia Signage shall be located in the zones de·signated in the attached Building Elevation (Exhibit S-2 Elevations, S-3 Site Plan) in these Guidelines. In no case may a sign extend above the roof parapet. Signs are not allowed on _or against any roof surfaces.

Wall/Fa'scia Signage shdll also be allowed in other locations on the primary entry building elevation, subject to approval by the Landlord and the. City of Santa Clara.

Size: Tenant Wall/Fascia Sign_age shall be limited in size as indicated in the signage matrix.

Content: Signs shall consist of the Tenant name and/or Graphic Logo only.

Other content shall be allowed subject to approvol by the Landlord and the City of Santa Clara.
·l
Material: Tenant Wall/Fascia Signage shall be constructed of any of the following materials: ·

1. Individual Painted Metal Reverse Pan Channel

2. Letters and/or Graphic Logo with neon illumination.

3. · Individual Painted Metal Pan Chal"!nel Letters and/or Graphic Logo with neon illumination. lnc:lividual
Painted Metal Channel Letters and/or Graphic Logo
with Acrylic facing with internal illumination.

4. Can signs with solid returns and acrylic and/or metal faces are not permitted except as minor adjuncts to
individual letter signs and only when part of tenant
logos.

Other materials shall be allowed subject to approval by the · Landlord and the City of Santa Clara.

5.6 Conditions of Lease
Each Tenant is responsible for the design, fabrications, installation, maintenance and cost of electricity for their own signage.

The Tenant or Landlord shall be responsible to provide the signage company responsible for the fabrication and installation of the signagE: a designated circuit from the electrical panel to the signage. Special circumstances and penetrations through walls and structures will be addressed on a case by case basis.

Within 30 days of termination or conclusion of a lease, the Tenant is responsible for the removal of their signage. The storefront wall or fascia shall be patched and painted and returned to its original condition as it was prior to the installation of the Tenant's signage.

6.0 Tenant Signage Matrix .
· See attached Exhibit S-1.

LAI IIUI I VI
· .SIGN TYPES
Project Entry/Multiple Tenant Monument Sign Type "A;'
Project Name/Logo
Maximum of 4 tenarit names/logos (Grocery, Pharmacy, Health Club, Hotel) Project Entry Monument Sign Type "B"
Project Name/Logo
Parking directional signage
Site Directional Signs Type "C"
Type C-1
Hotel Name/Logo
Parking directional signage
Type C-2
Health Club Name/Logo "
Parking directional signage
Information Kiosk
Project Name/Logo/Site Plan
List of Tenant names
Major Retail Tenant Signage (M1, M2)
Wal!/fascia signage
Under canopy blade signage
Tenant permanent window signage
Village Retail Tenant Signage (R1 - R7, P1, C1)
Wall/fascia signage
Under canopy blade signage
Tenant permanent window signage
Tenant awning signage
Office Tenant Signage (01 - 03)
Wall/fascia signage
Under ca.nopy bla_de signage
Tenant permanent window signage
Tenant awning signage
Hotel Use Tenant Signage (H1)
Tenant Monument Sign (verify)
Wall/fascia signage
Heal.th Club Tenant Signage {H2)
Wall/fascia signage
Tenant permanent window signage
Tenant awning signage ·
Special Application Signage
Banner slgnage (wall mounted)
Lightpole banner signage
Parking Garage Signage (G1)
Monument signs
Wall/fascia signage
Entry/Exit signage
Directional signage/graphics (inside garage)
Dedicated Par/1ng Zones (Office, Retail, Hotel, Health Club) .,
F:\ l 999\99006PO 1 \PROJINFO\signs.doc • 1 •

TENANT WALL/FASCIA SIGNAGE MATRIX
Tenant Type/Size Maximum Letter Height Maximum Signage Area End Cap Retail Tenants
O - i ,999 s.f. 1 '-6'' · 100 s.f.
2,000 - 4,499 s.f. 2'~0" 125 sl
4,500 and up 2'-0" i 50 s.f.

End Cap Retail Tenants shall be allowed one (i) wall/fascia sign on each building elevation that faces either parking areas/driveways or pedestrian walkways, (including corner tower elements), up to a · maximum of three (3) signs. Total area for all sigr:s not to exceed maximum allowable sign area. See Exhibits i and 3 for typical zones for permitted signage.

In-Line Retail Tenants (R1 - R7)
o -' 1, i 99 s.f. i '-6'' 50 s.f.
..
i ,200 - i ,599 s.f. 2'-0" 60 s.f.
i ,600 and up 2'-0" 75 s.f.

In-Line Retail Tenants shaH be allowed one (i} wall/fascia sign on their primary business frontage elevation facing either parking areas/driveways or pedestrian walkways. See Exhibits 1 and 3 for typical zones for permitted signage.

Free Standing Pad Tenant (P1)
. o -6,499 s.f. 2"-0" 225 s.f.
6,500 and up 2"-6" 250 s.f.
· Freestanding Pad tenants shall be allowed one (i) wall/fascia sign per each business frontage facing a street, pedestrian walkway or parking areas, up to a maximum of three (3). One (1) sign must be located on the primary business frontage. Total area for all signs not to exceed maximum allowable sign area.

Major Retail Tenants (M11 M2)
i 5,000 - i9,999 s.f. 3'-0" 275 s.f.
:20,000 - 34,999 s.f. 3'-6" 300.s.f.
35,000 and up 4'-0" 350 s.f.

Major Retail Tenants shall not be restricted as to the quantity of signs allowed for each tenant. Rather, signage shall be limited by area a~d size as indicated above, and by location as shown in Exhibits 2 and 4 . in these guidelines. No signage shall be looated on the rear of their buildings except for service, receiving and exit dcior identification signage including receiving hours permitted.

Office Tenants
0-4,999 s.f. No exterior building signage n/a·
allowed
5,ooo and up 2'-6" 50 s.f.

Wall/fascia signage for Office Tenants is only permitted for lease spaces as indicated in the table above, and shall be located on the buildings at the third floor as shown in Exhibit 3. For Tenants who occupy an entire floor plate, the maximum allowable signage area may be doubled and the number of signs increased to two (2). Signs shall be located on separate elevations of the building.

F:\ 1 999\99006P01 \PROJINFO\signs.doc . 2.
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• .. :·•
EXHIBIT S2
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~tr 1 YU i NJE.E.ETAIL'-"fili,,,_GN.,,._,._.~,.,..-..,__: ___ _ ,.
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Q) · Tenant LDSO Sign, not lo exce-e<l 18 s.f. In area. (D Office Tenant signage oN/ al lhitd level Jocati<:,,s, (1) Fre~$1anding canopy signa~,e
(D Wall mou~te<l bta:c!e sign, =l•ra;d on pilas!er.

M2
Allowable W aJVF a.sda Signage Zona
Maiitaln minimum 1 '~ from sign.age to adjacent
arcMectu~ leatum and &dges ·
Maintain minrnum 2' clearance from signage to adjacent
· iuclittec!ural feafures and edges
Slgnage shall not extend past v,rrticaJ af,gnment wilt) an:httecrural elements as shown.

ELEVATIONS
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EXHIBIT S3
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EXPRESSW~Y
Site Plan for Reference Only
I <

EXHIBITD

RULES AND REGULATIONS

1. · The sidewalks, entrances, passages, or stairways shall not be obstructed or used for any purpose other than ingress and egress. No tenant or the agents, employees or invitees of any tenant shall go upon the roof of the Building or on to other areas not open to the public (unless specifically designated in the lease for such tenant's use) without the prior written consent of Landlord.

2. Tenant shall, at its own cost, perform any pest and sanitation control services reasonably required in the Premises.

3. All garbage and refuse shall be placed by Tenant in the containers at the location prepared by Landlord for refuse collection, in the manner and at the times and places specified by Landlord. Tenant shall not burn any trash or garbage of any kind in or about the leased Premises or the Shopping Center. All cardboard boxes must be "broken down" before being . placed in the trash container. All Styrofoam chips must be bagged or otherwise contained before placement in the trash container so as not to be a nuisance. Pallets may not be disposed of in the trash bins or enclosures. It is the Tenant's responsibility to dispose of pallets by alternative · means. Except when removed for immediate temporary use, or for use within a building, all trash bins shall remain within trash enclosures always. Enclosure doors shall remain closed when not in active use. Noun-containerized liquids shall be poured or placed into a trash bin.

Should any garbage or refuse not be deposited in the manner specified by Landlord. Landlord may, after three (3) hours verbal notice to Tenanf, take whatever action necessary to correct the infraction at Tenant's expense.

4. No awnings or other projections shall be attached to the outside walls of the Building without the prior written consent of Landlord. No hanging planters, television sets or other objects shall be attached to or suspended from ceilings without the prior written consent of Landlord. No curtains, blinds, shades or screens shall be attached to or hung in, or used in connection with, any window or door of the Premises without the prior written reasonable consent of Landlord.

5. The wash room partitions, mirrors, wash basins and other plumbing fixtures shall not be used for any purpose other than those for which they were constructed, and no sweepings, rubbish, rags or other substances shall be thrown therein. All damage resulting from any misuse of the :fixtures shall be borne by the tenant who, or whose servants, employees, agents, visitors or licensees, shall have caused the same.

6. No tenant shall mark, paint, drill into, or in any way deface any part of the exterior of the Building.

7. No animals of any kind shall be brought into, or kept in or about the Premises (except Tenant's K-9 corps) and unless the premises shall be designed for food and beverage rx c:\Shea Properties\Rivermark - City - Lease4

service, no cooking shall be done or permitted by the tenant of the Premises except that the preparation of coffee, tea, hot chocolate and similar items and use of a microwave oven for the tenant and its employees and business visitors shaU·be permitted. No tenant shall cause or · permit any unusual or objectionable odors to escape from the Premises.

8. .No tenant shall engage or pay any employees on the Premises except those working for such tenant of the Premises nor advertise for laborers giving a1i address at the Premises. The Premises shall not be used for lodging or sleeping or for any immoral or illegal purposes, except for ordinary community service facility activities. -

9. No tenant shall make, or.permit to be made any unseemly or disturbing noises, sounds or vibrations or disturb or interfere with occupants of this or neighboring buildings or · premises or those having business with them whether by using any musical instrument, radio phonograph, unusual noise, or in any other way, except for the acts of Tenant's temporary detainees.·

10. No tenant shall throw anything out of doors or onto the parking lot and common areas. The outside areas immediately adjoining the Premises shall be kept clean and free from dirt and rubbish by the Tenant to the satisfaction of the Landlord, and Tenant shall not place or permit any obstruction or materials in such areas. No exterior storage shall be allowed.

11. No tenant shall anytime bring or keep upon the Premises any :flammable, combustible, or explosive :fluid, chemical or substance, except for police arms and ammunition regularly carried by on-duty personnel. Tenant shall not do or permit anything to be done in the Premises, or bring or keep anything herein, which shall in any way increase the rate of the fire insurance on the Building or on the property kept therein, or obstruct or interfere with the rights of other tenants, or in any way injure or annoy them, or conflict with the regulations of the Fire Department or the Fire laws, or with any insurance policy upon the Shopping Center or any part thereof, or with any rules and ordinances established by the Board of Health or other governmental authority.

12. Any persons employed by any tenant to do janitor work, shall, while in the Building and outside the Premises, be subject to all rules and regulations contained herein, and the tenant shall be responsible for all acts of such persons.

13. Canvassing, soliciting and peddling in the Shopping Center are prohibited and each tenant shall cooperate to prevent the same, except Tenant's public information services.

14. No air conditioning unit or other similar apparatus shall be installed or used by any tenant without the written consent of Landlord.

15. Landlord reserves the exclusive right to regulate and control the use of all parking ramps and areas, .pedestrian walkways, plaza and other publi9 areas forming a part of the Shopping Center. Landlord does not here assume any responsibility to provide security in and rx c:\Shea Properties\Rive11Tiark - City - Lease4
Page47 of 50
I \
around these areas and tenant assumes all responsibility for the protection of the property and person of tenant, its agents and invitees from the acts of third persons.

16. Tenant shall be entitled to park in common with other tenants of Landlord.

Tenant agrees not to overburden the parking facilities and agrees to cooperate with Landlord and other tenants in the use of parking facilities. Landlord reserves the right in its absolute discretion to determine whether parking facilities are becoming crowded and, in that event, to allocate parking spaces among tenant and other tenants. Parking stalls shall be used solely for temporary parking purposes and shall not be used for the storage, repair or maintenance of any items, including, but not limited to, vehicles, trailers or recreational vehicles business machinery or personal or business materials. Storage shall be defined as remaining on the Premises for forty.;. eight ( 48) hours.

17. Truck wells shall be used solely for temporary and immediate loading and unloading purposes. Parking or storage ofitems within truck well areas is strictly prohibited.

Truck well doors shall remain closed when not in active use. No use of truck wells shall be allowed which causes vehicles waiting use thereof to park or wait. excessively on a public street.

Truck wells shall be kept neat and free of debris at all times. ·

18. . Tenant agrees to comply with all rules and regulations. Landlord reserves the right to amend or supplement the above rules and regulations and to adopt and promulgate additional rules and regulations applicable to the Shopping Center or any portion thereof. Notice of amendments and supplements and additional rules and regulations, if any, shall be given to each te~ant. Each tenant agrees to comply with all ariiendments, supplements and additional­ rules and regulations.

19. Tenant shall comply with all rules and regulations. Landlord may amend or supplement the above rules and regulations and adopt and promulgate additional rules and regulations applicable to the Shopping Center or any part thereof. Notice of such amendments and supplements and additional rules and regulations, if any, shall be given to each tenant, and each tenant agrees to comply with all such amendments, supplements and additional rules and regulations. Landlord's rules and regy.lations shall always be uniform and nondiscriminatory and shall not increase Tenant's obligations or decrease Tenant's rights under this Lease. rx c:\Shea Properties\Rivennark - City - Lease4

' l
Exhibit E
Rivermark Village
Exclusive Uses
Tenant may not use the Premises for any of the exclusive uses granted or expected to be granted to Tenants of the Shopping Center as described below. This list is subject to change. More detailed information to be provided in the individual leases.

1. Peet's Coffee & Tea: (i) no tenant other than the grocery store or drug store shall be permitted to sell coffee beans and (ii) no tenant may use its premises for the primary purpose of the sale of coffee beverages. Other tenant's may sell coffee beverages as an incidental part of their primary business; Primary shall be defined as less ·than 10% of a tenant's gross sales.

2. Western States Wireless: primary purpose of the retail sale of wireless telephones and pagers. This shall not apply to any electronics store that sells wireless telephones arid pagers as part of its overall merchandising plan {e.g., Radio Shack).

3. Wells Fargo Bank: no other part of the Shopping Center shall be used for the purpose of operating a full-service commercial or savings bank or savings and loan association or otherwise to provide banking and savings services. The foregoing. restriction shall not apply to (i) one (1) credit union at any given time with interior and/or exterior ATM{s) (provided that such credit union is located in buildings R-6, R-7 or R-3 or in building R-2 facing Rivermark Plaza and that such credit union shall not have more than one (1) exterior ATM.), and (ii) any banking facility with interior and/or exterior ATM(s) that may be part of any grocery store or drug store in the Shopping Center (provided that the square footage dedicated to such banking facility in any given grocery or drug store does not exceed 500 square feet arid that tl)ere shall, nor ,be more that one (1) exterior ATM in any' given grocery.or ,drug store),

4. Safeway: exclusive' rignt to operate as a grocery food store {see the lease for more specific information). ·

5. Piatti: No tenant occupying less than 25,000 square feet in the Shopping Center shall use its premises in the Shopping Center for the purpose of operating a white tablecloth Italian restaurant. The foregoing restriction shall not apply to {i) any quick service restaurant of less than approximately 2,000 square feet serving pasta and/or non-wood oven prepared pizza, or {ii) any restaurant that may sell Italian food items as an incidental part of its menu offerings.

6. Coldstone Creamery: With the exception of the grocery, drugstore and restaurants in the Shopping Center, Landlord shall not lease or permit to be leased to any entity whose primary business is the retail sale of ice cream, frozen yogurt, and frozen desserts. This includes but is not limited to ice cream stores, frozen yogurt stores and ice cream/yogurt vending units whether free standing or in kiosks. 1: Premier Pizza: No other portion of the Shopping Center shall be operated as a restaurant or food service establishment, whose primary business is the sale of pizza. Said exclusive shall not apply to any restaurant that may sell pizza as an incidental part of their menu offering and/or a full service Italian restaurant. Shall · not apply to a tenant over 5;000 sf.

8. Baja Fresh: No other portion of the Shopping Center shall be operated as a restaurant or food service establishment, whose primary use is the sale of Mexican food. Said exclusive shall not apply to any restaurant that may sell Mexican food items as an incidental part of their menu offering. Shall not apply to a tenant over 5000 sf.

9. Focus Optometry: No other portion of the Shopping Center shall be operated for the primary business of optometric services. Said exclusive shall not apply to {i) other tenants of the Shopping Center existing as of the date of. this lease, {ii) other · tenants of the Shopping Center occupying more than 5,000 square feet, (iii) the sale by another tenant at the Shopping Center, as an insubstantial incident to its regular business, of some merchandise comprising Tenant's Permitted Use or (iv) a tenant that sells eyewear without offering optometric services and who does not fill lens prescriptions.

10. Jamba Juice: Landlord shall not, after the Effective Date, enter into any lease for premises in the Shopping Center permitting any tenant to use such premises in the Shopping Center for the sale of blended to order fresh fruit juices and smoothies.

The foregoing restriction shall not ap.ply to (i) a store in the Shc:>pping Center operated under the trade name Cold Stone Creamery (of similar trade name), provided that the sale of smoothies does not accoynt for more than five percent (5%) of such store's gross sales during any calendar year, or (ii) the incidental sale by a restaurant or other food or beverage service tenant in the Shopping Center of . freshly squeezed on Premises (non-blended) juices, provided that the sale of such juices does not account for more than five percent (5%) of such tenant's gross sales during any calendar year. For the purposes of this Section 9.12, "smoothie" shall mean a fruit, fruit juice and/or frozen yogurt based blended drink as opposed to primarily ice cream based blended drinks commonly called "milkshakes'' which may or may not include fresh fruit or fruit juices.

11. Supercuts: No other portion of the Shopping Center shall be operated as a discount hair salon, including, but not limited to, American Hair Force, Fantastic Sams, Great Clips, Pro Cuts, Pro Kutz, Hair Guttery, Bo Ries, Schroeder's, Super Styles, Perfect Look, The Haircutte,rs or the Haircut Store. Said exclusive shall not apply to (i) other tenants of the Shopping Center (except for their assignees or subtenants wherein Tena'nt's Exclusive Use shall apply) existing as of the date of • this Lease (ii) otlier te'nants df the Shoppihg Center occupying more than 20,000 contiguous square feet under a single trade name, (iii) the provision of services or sale by another tenant at tile Shopping Center, incidental to its permitt~d use, of some services merchandise comprising Tenant's Permitted Use, (iv) a non­ discount, full-service salon, (v} a day spa that offers hair cutting as an incidental part of other services it may offer, (vi} another salon-type service that offers hair cutting _as an incide~}~I part of other ~ervices it ?1ay o!fer, (v.~i) a beauty supply store with no more tfian three (3) stations for hair cutting, (v111) property or any tenancy not owned or controlled by Landlord and (ix) the residential or hotel part of the master development.

12. Postal Annex: Landlord shall not use or occupy, permit the use of occupancy by anyone else, or lease to another tenant any space, other than the Premises, in the entire Shopping Center for the business of providing packaging, mailing and shipping services for third parties and mailbox rental services. The foregoing restriction does not apply to (i) other tenants of the Shopping Center existing as of the date of this Lease (ii) other tenants of the Shopping Center occupying more than 5,000 square feet, (iii} the provision of services or sale by another tenant at the Shopping C~nter, as an insubstantial incident to its regular business, of some services or merchandise comprising Tenant's Permitted Use, including packaging and shipping of products sold by that tenant, (iv) space M1, (v) property or any tenancy not owned or controlled by the Landlord, (vi) the residential part of the master development and (vii) a "Kinko's" type use of at least 2,700 square feet with no rental mailboxes and whos.e shipping, if any, is incidental to the primary business of the tenant.
\ l

13. Quizno's: Landlord shall not use or occupy, permit the use of occupancy by anyone else, or lease to another tenant any space, other than the Premises, in the entire Shopping Center for the sale of submarine-style sandwiches, such as sold by Subway, Submarina or Togo's. However Tenant's exclusive use does not apply to (i) other tenants qf the Shopping Center existing as of the date of this Lease (ii) other tenants of the Shopping Center occupying more than 3,000 square feet, (iii) · the provision of services or sale by another tenant at the Shopping Center, as an insubstantial incident to its regular business, of some services or merchandise comprising Tenant's Exclusive Use (iv) Safeway or its successors- in- interest, (v) property or any tenancy not owned or controlled by the Landlord, (vi) the residential part of the master development and (vii) any restaurant that has sandwiches, but not primarily submarine-style sandwiches, as a menu item, (viii) a delicatessen that·sells cheese, meats and traditional delicatessen.items also offering sandwiches as an incidental item or (ix) a bakery, such as LeBoulanger, . that sells sandwiches besides baked goods.

14. Yan Can: Landlord shall not use or occupy, permit the use of occupancy by anyone else, or lease to another tenant any space, other than the.Premises, or enter into any sale of another portion of the Shopping Center for the purpose of operating an Asian restaurant featuring lunch and dinner entrees. However Tenant's exclusive use does not apply to (i) a Japanese restaurant (ii) an Indian restaurant (provided that if an Indian restaurant is located in R6 it shall be located in the northern Emd cap of such building, (iii) any restaurant (including a restaurant featuring lunch and dinner entrees) that may sell Asian food items as an incidental part of its menu offerings, provided that the sale of such Asian food items does not exceed ten percent (10%) of such restaurant's gross. sales during any calendar year (iv) An Asian specialty restaurant or shop featuring other than lunch or dinner entrees, including by way of example (but. not limitation) an Asian bakery, candy or sweet shop, or shop specializing in Asian beverages (wheth,er or not made on site) (v) Safeway or its successors- in·~ intere;t, (vi) property or ariy tenancy not owned " · 1, ,: ·.or controlled by the Landlord,,(vii) the residential ,part of.the master development. • •• ;·; i (viii) other tenants of the .Shopping Center,·existing as of the:date ef this Lease ,':. i

15. Pure Beauty: Landlord shall not use or occupy, permit the use of occupancy by anyone else, or lease to another tenant any space, other than the Premises, or enter into any sale of another portion of the Shopping Center for use primarily as a retail store selling beauty supplies (defined predominantly composed of hair, skin and nail care products) including without limitation, leasing any space to Ulta Ill or any cosmetic superstore. However Tenant's exclusive use does not apply to (i) property or any tenancy not owned or controlled by the Landlord (ii) a space leased to a tenant operating its premises as a day spa or hair salon that sells hair and beauty products as an ancillary part of its primary business, but not to exceed fifteen percent {15%) of the total premises occupied by any such tenant, (iii) a . space larger than 12,500 square feet leased to a single tenant other than Ulta Ill or · · any other cosmetic superstore (iv) a space leased to a tenant primarily using its· premises for the retail sale of make-up and/or bath and body products (v) Safeway or its successors- in- interest, (vi) the residential part of the master development.

16. Town and Country Cleaners: Landlord shall not use or occupy, permit the use of occupancy by anyone else, or lease to another tenant any space, other than the Premises, in the entire Shopping Center for a retail dry cleaning business or a business that offers basic simple garment alteration services. Said exclusive shall not apply to {i) other tenants of the Shopping Center existing as of the date of this lease, (ii) other tenants of the Shopping Center occupying more than 5,000 square feet, (iii) the sale by another tenanfat the Shopping Center, as an insubstantial incident to its regular business, of some merchandise comprising Tenant's Exclusive Use or (iv) space M-1, (v) property or any tenancy not owned or controlled by Landlord or (vi) the residential part of the master development.

17. Sandra Joe- Yo Yo Sushi: Landlord shall not use or occupy, permit the use of . occupancy by anyone else, or lease to another tenant any space, other than the Premises, in the entire Shopping Center for a Japanese restaurant offering lunch and dinner entrees substantially similar to those shown on Tenant's sample menu, attached as Exhibit H. Said exclusive shall not apply to (i) other tenants of the Shopping Center existing as of the date of this lease or their replacements, (ii) other tenants of the Shopping Center occupying more than 5,000 square feet (except that any such tenant's sale of Japanese food, if any, shall not be more than twenty percent (20%) of that tenant's Gross Sales, (iii) the provision of services or sale by another tenant at the Shopping Center, as an insubstantial incident to its regular business, of some merchandise comprising Tenant's Exclusive Use (not to exceed twenty percent (20%) of that tenant's Gross Sales), (iv) space M-1, (v) property or any tenancy not owned or controlled by Landlord or (vi) the residential · part of the master development, (vii) A Pan-Asian restaurant serving a variety of Asian foods that may include sushi and/or other Japanese cuisin~, (viii) a Thai restaurant or noodle shop whose Gross Sales of Japanese food shall not be more than twenty percent (20%) of that tenant's Gross Sales.

18. Prolific Oven: Landlord shall not use or occupy, permit the use of occupancy by anyone else, or lease to another tenant any space, other than the Premises, in the entire Shopping Center for a bakery such as La Boulanger, Grain de Or, Wilson's AKI or any specialty cake bakery. Said exclusive shall not apply to (i) other tenants of the Shopping Center existing as of the date of this lease or their replacements, (ii) other tenants of the Shopping Center occupying more than 5,000 square feet (iii) the provision of services or sale by anothertenant at the Shopping Center, as an insubstantial incident to its regular business, of some merchandise comprising Tenant~s Exclusive Use (not to exceed twenty percent (10%) of that tenant's"Gross Sales), (iv) space M-1, (v) property or any tenancy not owned or controlled by Landlord or (vi) the residential part of the master development, (vii) a bagel shop (such as Noah's Bagels or Big Apple Bagels. or' (viii) a' bread bakery (such as ·· · ," · · House· of Breads or Great Harvest).·. , ,,' ·. , 11·, • r · ·· , ,

19. Red Rqbin: Landlord shall not, after the· . .Effective Date, enter into any lease for ,; p·remises in the Shopping Center (to the extent owned or controlled by Landlord) permitting any tenant to use such premises in the Shopping Center for the primary purpose of a casual, sit-down, table service hamburger restaurant. The foregoing restriction shall not apply to a Safeway store in the Shopping Center (or any assignee or subtenant of Safeway).

20. Blockbuster: Landlord covenants and agrees that, during the Term, except for (a) Safeway, its successors and assigns, and (b) Radio Shack, its successor and. assigns, only to the extent permitted under the terms of its presently existing standard use clause, Tenant shall have the exclusive right (hereinafter, "Tenant's Exclusive Right") in the Shopping Center to sell, rent and/or distribute prerecorded video cassettes, video tapes, video discs, laser discs, video games (including without limitation CD-I), DVD, divx, or other video software (including CD-ROM) and/or any substitutes for, or items which are a technological evolution of, the foregoing items (hereinafter, collectively "Tenant's Exclusive Items"). Notwithstanding the foregoing, in addition to the limitations .on Tenant's Exclusive Right set forth above, Tenant's Exclusive Right shall not apply to (i) the sale of computer software, (other than video game software, i.e., software for use on a computer system comprised of a hard drive, monitor and related peripherals including computer software on CD-ROM, CD-I, DVD or divx as an ancillary part of the operation of. a computer store, office supply store or toy store within the Shopping Center), (ii) the sale of blank video cassettes or blank DVDs, blank CDs and the like, (iii) the incidental sale (as opposed to rental) of instructional, educational, or religious pre-recorded video cassettes, (iv) the incidental sale of prerecorded video cassettes or CD .. ROM which are related to a particular occupant's primary business, (v) audio-only CDs and cassettes (as opposed to audfo-video) (vii) Barnes and Noble, or any other nationally recognized bookstore occupying at least 8,000 leaseable square feet shall be permitted to sell educational. or instructional videotapes and books_ on tape, and computer software (other. than games) or various media and _merchandise incidental thereto including CD-I (other than vide9 games}. and CD­ ROM} and any product which is the technological evolution of any of the foregoing from not more than an aggregate of 1,000 square feet of it's leasable area For purposes of this Article 1.D., the term "incidental" shall mean not more than one hundred (100} of Tenant's Exclusive Items (as opposed to titles) on display at any time.

21. Fantasia: Landlord shall not, after the Effective Date, enter into any lease for premises in the Shopping Center permitting any tenant to use such premises in the Shopping Center for the primary purpose of a "pearl tea" concept. The foregoing restriction shall not apply to (i} tenants of the Shopping Center whose leases are executed as of the Effective Date, or their assignees or subtenants, (ii} the incidental sale by another tenant in the Shopping Center of pearl tea as a beverage item, provided that the sale of pearl tea as a beverage item does not account for more than ten percent (10%} of such tenant's gross sales during any calendar year, (iii) any tenant occupying more than five thousand (5,000) square feet in the Shopping Center, (iv) any tenant in the. building leased to Safeway as of the Effective Date or (v} the sale of crepes, snacks or desserts.

22. McDonald's: Landlord covenants and agrees that, while Tenant is not in default beyond any cure period and Tenant and any permitted subtenant has not ceased operation as a McDonald's restaurant for a continuous period more than one hundred eighty (180} days (excluding closure for remodeling, fire, force majeure), no property (other than the Tenant Space} now or from now on owned,leased or controlled, directly or indirectly, by Lanc:tlord or, if Landlord is a corporation, any subsidiary of Landlord, adjacent or next to the Tenant Space, or within the Shopping Center (whether or not the other property is subsequently voluntarily conveyed by Landlord} shall, during th'e term of this Lease arid any extensions, be leased/1.:1sed·or occupied as a restaura·nt, food,setvice estabtishment; drive-in or walk-up eating facility, that offers hamburgers.as1ts·primary menu offering item;, Despite ~nything to .. the contrary in this Lease, ·one,restaurant. offering waiter/ waitress service at the table selling primarily hamburgers may operate within the restricted area (but may not have a drive~through or drive-up window}. There shall be no restriction on restaurants that do not serve hamburgers the primary menu offering. In addition, and not by way of example, the following restaurants operating under the listed trade names, or operating under any successor trade names, are prohibited within the areas, and for the time specified in this Section Q:

Burger King; Wendy's, Carl's Jr., Hardees, Hot-n-Now, In-and-Out Burger, Jack-in• the Box, Ponderosa, A&W, White Castle, Big Boy, Rax, Roy Rogers, Checker's, Taxi's, Burger Chef, Shoney'.s, Rally's and Nation's. The res_trictions in this Article shall. not apply to _the Shopping Center space shown as "Safeway" on Exhibit A-1, while it is subject to a lease with Safeway Stores,
(. I.
,,.··,.

EXHIBITF

TERM COMMENCEMENT CERTIFICATE
-.
rx c:\Shea Properties\Rivennark - City - Lease4

From/Department Originating: CAO · Date Submitted: 10/4/12 Return To: Julia Hill ,- ~=~----- (
(1)

BLUE ROUTE SHEET

CITY COUNCIL APPROVAL NOT REQUIRED
Indicate signature authority:

D City Manager Signature Authority per Ordinance 1784 (CC Action - September 16, 2003) [Service Agreements with a Value of $50,000 or Less]
D City Manager Signature Authority per Resolution 6603 (CC Action - July 13, 1999) [Miscellaneous Agreements]
D City Manager Signature Authority per Resolution 5600 (CC Action - May 28, 1991) [Miscellaneous Agreements]
D City Manager Signature Authority per Council Motion (Approved - June 3, 1986) [Electric Department Mini Service Agreements]
D Chief of Police Signature Authority per Resolution 6000 (CC Action - April 4, 1995) [Miscellaneous Police Agreements]
[:g] Other: City Manager Signature Authority per Resolution 4957 (2) Agreement with/Document for: _C_o_l_lie_r_s _In_te_m_a_ti_on_a_l~------------------- [NAME OF CONTRACTOR/OTHER PARTY]
(3) For the following: Lease Renewal, Northside Substation - 3992 Riverrnark Plaza [BRlEFL Y DESCRIBE THE AGREEMENT /DOCUMENT]
(4) Insurance is in compliance per EBIX printout (attached). [NOTE: IF INSURANCE IS NOT IN COMPLIANCE, AGREEMENT WILL BE RETURNED AND NOT ROUTED FOR CITY SIGNATURES] (5) Departmentheadoriginatingagreement: ~ ft!
[SIG TlJRE]
(6) As to Environmental Impact Requirements (If Applicable) : '---"-'N=/A=----------------- [DIRECTOR OF PLANNING & INSPECTION]
(7) Finance Department- Certified as to availability of funds: _N_/A ______________ _ (8)
(9)
[PLEASE INDICATE IF NOT APPLICABLE]
Account Number: ---------------------[INSERT ACCOUNT TO BE CHARGED] Contract Amount: $ . 0--0 £,,M .,,.__.,, _____ ."'"''
[INSERT NOT-TO-EXCEED ONTRACT-DOLLAR AMOUNT]
'
[C ATTORNEY]
Date: /D/t.f/1~ r,
City Attorney's Office I\. signment Number: =12=.1~1~7-=-1 ___ _ Please route to the City Clerk's Office
Attached: =--2 _____ original(s) _____ copy(ies)
~ Transmit the attached original to contractor
~ Fully executed original on file in City Clerk's Office T·\IR ()'RTN \'Rl11P Rnnt P ~hPPt ~nrrn R P,1 1 ()_ 1-c;_ 1 fl rtn" · Print nn Rl11P P!;lnPr August 10, 2012
Lt. Mathew Hogan
3000 Scott Boulevard, Suite 211
Santa Clara, CA 95054
MAIN +1 408 235 3600
FAX +1 408 844 7911

SANT A CLARA POLICE DEPARTMENT

LEASE ADMINISTRATION SERVICES
601 El Camino Real
Santa Clara CA 95050
Re: PROPOSAL TO LEASE RENEWAL- TENANT APPROVAL
Rivennark Village - 3992 Rivennark Plaza, Santa Clara CA 95054 Dear Lt. Hogan,
The lease for the above referenced premises will be expiring on May 31, 2013 and we would like to retain The City of Santa Clara, Santa Clara Police Department as a tenant of Rivermark Village. With this in mind, the Landlord is prepared to enter into a lease renewal agreement with The City of Santa Clara Santa Clara Police Department under the following terms and conditions:

PREMISES:

TENANT:

TERM:

RENTAL RATE:

RENT COMMENCEMENT:

Approximately 2,500 square feet of space at 3992 Rivermark Plaza, Santa Clara CA
The City of Santa Oara, Santa Clara Police Deparhnent.

Five (5) consecutive years
$1.00 annua11y
June 1, 2013
Landlord and Tenant acknowledge this proposal is not a Lease, and this proposal is intended solely as the basis for the preparation of a lease amendment. The terms and conditions shall be subject to both Landlord's and Tenant's approval and only a fully executed amendment shall constitute a renewal for the premises. Clarion Partners & Colliers International look forward to continuing ou1· relationship and your continued success at Rive1:mark Village.
1 If upon review of this information you should wish to discuss this matter further, please do not hesitate in co1rcting me t my office 4 8.235.3603, or any time via my cell phone 408.482.9684. Thank you! Si.ncef ly,
iX;irl• r~g ;nt, Inc, as Agm,tio, Owne,
Eliza~· eth Bate t Port£, Iio Mana er
CAR al Estate icense No. 1861624
READ AND APPR VED BY TENANT:

By: ~rt~ Date;
Interim City Manager
APPROVED AS TO FORM:

SANTA CLARA CITY. ATIORNEY'S OFFICB
J
2 BLUE ROUTE SHEET - CITY COUNCIL APPROVAL NOT REQUIRED From/Department Originating: P6l \ (_12_ Date Submitted: 'i / {l7 / 18 Return To: R.owen(A (1) Indicate signature authority:
(2)
D City Manager Signature Authority per Ordinance 1941 (CC Action- June 16, 2015) [Electric, Water and Sewer Service Agreements with a Value of $150,000 or Less] □
□
□
City Manager Signature Authority per Ordinance 1941 (CC Action- June 16, 2015) [All Other Service Agreements with a Value of $100,000 or Less] City Manager Signature Authority per Resolution 6603 (CC Action - July 13, 1999) [Miscellaneous Agreements including Confidentiality Agreements] City Manager Signature Authority per Resolution 5600 (CC Action - May 28, 1991) [Miscellaneous Agreements]
D Chief of Police Signature Authority per Resolution 6000 (CC Action - April 4, 1995) [Miscellaneous Police Agreements]
[2j( Other: C<'+zy f/1vna~ ~cdz.uz4_
Document: Se,tiJr;d ~~~PY) ~ ,0_~
[NAME OF DOCUMENT AND
(3) Insurance is in compliance per attached EBIX printout [NOTE: IF INSURANCE IS NOT IN COMPLIANCE, (5)
(6)

AGREEMENT WILL BE RETURNED
[SIGNATURE]

FINANCE DEPARTMENT
Certified as to availability of funds:
7J:7L= [SIGNA
Account Number to be charged: /--??w;-- 871£JLJD -{.X.J </'}<J- a) Original Contract Amount/Chan e Order Contingency (include prior amendment(s), if applicable):
$ • l) D (tJ/U. do/Id.Ir [NOT TO EXCEED CONTRACT DOLLAR AMOUNT] b) All Previous Change Order Amounts (if applicable):
$ _______ _
c) Current Amendment/Change Order Amount (if applicable):
$_________ · [NOT TO EXCEED CONTRACT DOLLAR AMOUNT]
d) Total: $L~ __ ()O 6?t..e_ ~a,,y- [(a), (6), and (c) for Agreements, or (b) a11d (c) for Change Orders] NOTE: AGREEMENTS OVER $100K/CHANGE ORDERS OVER THE CONTINGENCY REQUIRE COUNCIL APPROVAL City Attorney's Office Assignment Number: / 8 • C> "7 ;J, Cf (7) CITY CLERK'S OFFICE
Attaciy:d: 2, original(s)
__ ✓_ · Transmit the attached ~ copy to contractor
--Fully executed original 011 file in City Clerk's Office \--I/ LI \ (L Date Processed by Clerk's Office: __ '?__, __ 7~ _,__~12~~-~- 1V1
______ copy(ies)
S:\Attorney\B lue Route Sheet Form 9-1 -1 5.docx- PRINT TWO-SIDED ON BLUE PAPER

CITY MANAGER REQUIRED INFORMATION
(1)
(2)
(3)
(4)
Scope of Services: [BRIEFL y SUMMARlZE THE SCOPE OF WORK/PURPOSE OF DOCUMEN1l VENDOR SELECTION PROCESS: Check the box that describes how you selected the vendor:
ote: The Infonnal Selection Process Requires that at least three ContractorsNendors are solicited for a quotation by any means available. The Formal Selection Process requires that at least three written competitive proposals are obtained. Award decisions for service contracts exceeding 50,000 that are not awarded to the lowest bidder shall be maintained as part of the record of transaction (completion plus 5 years). Records of solicitation must be maintained as part of the record of transaction (2 years).

Infomial Selection Process
D Selection Process for Agreements with a value of $50,000 or less D Selection Process for Electric, Water or Sewer Utility Agreements with a value of $150,000 or less Formal Selection Process:

D Selection Process for Agreements with a value over $50,000 for City Departments excluding Electric, Water or Sewer Utilities
D Other: (i.e., sole source, licensed professional, etc.) HISTORY:

Has the department retained the same contractor for similar services in last 5 years? L8:'YES [Ifye~, complete following] D NO [Ifno, no further information required] Term of Agreement: ~ /, [)t>J 3 - .rYl&.~3 /::>di)) 6
[START DATE AND END DATE OFT ~GREEMENT/DOCUMEN1]
Contract Amount: $ /. CJ {) (~ di)) {t:JJy )
.7

CMOUSEONLY

RECEIV D
01 Office of the City M!1Il!lijt,1
City of Santa Claro
S:\Attorney\Blue Route Sheet Fonn 9-1-15.docx-PRINT TWO-SIDED ON BLUE PAPER 2

CITY CLERK FILE COPY

SECOND EXTENSION OF SHOPPING CENTER LEASE
THIS SECOND EXTENSION OF SHOPPING CENTER LEASE (this
"Second Extension "), dated as of June 1, 2018 , is entered into by and between RMV HOLDINGS, L.P., a Delaware limited partnership ("Landlord "), and THE CITY OF SANTA CLARA, a chmtered municipal corporation ("Tenant") , with reference to the following facts:

RECITALS
WHEREAS , Landlord (as successor-in-interest to Rivermark Village LLC, a California limited liability company) and Tenant entered into that ce1tain Shopping Center Lease dated January 28, 2 003 (the "Original Lease"); as supplemented by that certain "Proposal to Lease Renewal - Tenant Approval" dated August 10, 2012 (the "First Extension "; the Original Lease , as supplemented by the First Extension , is referred to herein as the "Lease") , for the lease of certain premises commonly known as 3992 Rivermark Plaza (the "Premises"), consisting of approximately 2,500 square feet of space in that certain shopping center commonly known as Rivermark Village Shopping Center , Santa Clara , California 95054 (the "Shopping Center "), which Premi ses is more pmticularly described in the Lease ; WHEREAS, the Term was extended pursuant to the First Extension for a period of five (5) years commencing June 1, 2013 (the "First Extended Term Commencement Date "), and expiring May 31 , 2018 (the "First Extended Term Expiration Date"; the period from the First Extend ed Term Commencement Date until the First Extended Term Expiration Date is referred to hereinafter as the "First Extended Term") ; and
WHEREAS, Landlord and Tenant desire to enter into this Second Extension in order to, among other things , (a) extend the Term of the Lease , (b) confirm the Minimum Rent to be paid by Tenant during the Second Extended Term (as defined below), and (c) further amend , modify and supplement the Lease as set f011h herein.

NOW, THEREFORE , pursuant to the foregoing, and in consideration of the mutual covenants and agreements contained herein and in the Lease , the receipt and sufficiency of which are hereby acknowledged , Landlord and Tenant hereby agree as follows:

1. Recitals. The Recitals set forth above are incorporated herein as though set forth in full hereafter.

2. Definitions . Unless the context clearly indicates otherwise , all initially capitali zed terms not otherwise defined herein shall have the meanings ascribed to such terms in the Lease . Unless the context clearly indicates otherwise, all references to the "Lease " in the Lease and this Second Extension shall hereinafter be deemed to refer to the Lease , as amended hereby.

3. Extension of Term. Landlord and Tenant acknowledge that the First Extend ed Term of the Lease is scheduled to expire on May 31, 2018 . Notwithstanding anything to the contrary contained in the Lease , Landlord and Tenant agree that the Term of the Lease is 32728.000 - 206324.2
hereby extended for an additional five (5) year period commencing June 1, 2018 (the "Second Extended Term Commencement Date"), and expiring May 31, 2023 (the "Second Extended Tenn Expiration Date"; the period from the Second Extended Term Commencement Date until the Second Extended Term Expiration Date is refened to hereinafter as the "Second Extended Term"), unless sooner terminated in accordance with the terms of the Lease. Any reference in the Lease to the "Term" or "Lease Term" or words of similar import shall mean the Term, as extended by the Second Extended Term, unless the context clearly indicates otherwise. Tenant shall have no right or option to extend or otherwise renew the Term beyond the Second Extended Term Expiration Date; accordingly, the second and third rows of the table set forth in Section 1.7 of the Original Lease and Sections 1.14, 3.5, 3.6 and 3.7 of the Original Lease are hereby deleted in their entirety and shall be of no further force or effect.

4. Minimum Rent. Notwithstanding anything to the contrary contained in the Lease, in addition to all other amounts due and payable by Tenant under the Lease to be paid in the manner specified therein or herein, including, without limitation, Additional Rent, Tenant shall continue to pay, commencing on the Second Extended Term Commencement Date and continuing throughout the Second Extended Term, in the manner specified in the Lease, Minimum Rent for the Premises in the amount of One and 00/100 Dollars ($1.00) per annum.

5. Notices. Notwithstanding Section 1. 10 of the Basic Lease Provisions or Section 21.6 of the Original Lease to the contrary, whenever notice or demand is required or pe1mitted under the Lease, for such notice or demand to be effective as to Landlord, such notice or demand must be made in writing and shall be deemed made upon receipted personal delivery or when sent (whether actually received or not) by express mail or by registered or certified mail, postage prepaid, return receipt requested, or by regionally or nationally recognized overnight courier, addressed to Landlord as follows (which addresses for Landlord set forth below shall be in lieu of any notice address( es) for Landlord set forth in the Original Lease):

RMV Holdings, L.P.
c/o Clarion Partners
601 Figueroa Street, Suite 3600
Los Angeles, CA 90017
Attention: Retail Asset Manager
with a copy to:

Colliers International
1850 Mt. Diablo Boulevard, Suite 200
Walnut Creek, California 94596

6. Broker. Landlord and Tenant hereby wanant to each other that they have had no dealings with any real estate broker or agent in connection with this Second Extension, other than Colliers International ("Broker"), whose commission (if any) shall be the responsibility of Landlord pursuant to a separate written agreement, and that they know of no other real estate broker or agent who is entitled to a commission in connection with this Second Extension. Each party agrees to indemnify and defend the other party against and hold the other party harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments, and 32728.000 - 206324.2
costs and expenses (including, without limitation, reasonable attorneys' fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of any dealings with any real estate broker or agent, other than Broker, occurring by, through, or under the indemnifying party.

7. California Accessibility Disclosure. Pursuant to California Civil Code Section 193 8( a), Landlord hereby discloses to Tenant that, as of the date of mutual execution of this Second Extension, the Premises and the Shopping Center have not undergone inspection by a Ce1iified Access Specialist ("CASp"). As a result, Landlord hereby provides the following notice (the "CASp Notice") to Tenant as required by California Civil Code Section 1938( e ):
"A Ce1iified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises." In fmiherance of and in connection with the CASp Notice, Tenant, having read such CASp Notice and having understood Tenant's right to request and obtain a CASp inspection, hereby elects not to obtain such CASp inspection and, to the maximum extent permitted by applicable laws, Tenant hereby waives any right to obtain a CASp inspection with respect to the Premises and the Shopping Center (the "CASp Waiver"). In the event the CASp Waiver is not permitted by applicable laws, the parties hereto hereby agree that Landlord will in no event be responsible for the costs of such CA Sp inspection or any remediation or repairs required as a result thereof.

8. Representations and Warranties. Tenant hereby represents that as of the date of this Second Extension, there is no breach or default of the Lease by Landlord or Tenant.

9. Ratification. Except as otherwise specifically herein amended, the Lease is and shall remain in full force and effect according to the terms thereof. In the event of any conflict between the terms and conditions of the Lease and the terms and provisions of this Second Extension, the terms and provisions of this Second Extension shall control.

10. Counterparts/Facsimiles. This Second Extension may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterpaiis shall constitute one and the same agreement. To facilitate execution of this Second Extension, the parties may execute and exchange facsimile or electronic transmission (i.e., e­ mail) counterparts of the signature pages and such counterparts shall serve as originals. [signatures follow on next page]
32728.000 - 206324.2
IN WITNESS WHEREOF, this Second Extension has been executed by the parties as of the date first referenced above.
"Landlord":
"Tenant":
32728.000 - 20632 4.2
RMV HOLDINGS, L.P.,
a Delaware limited partnership
By: RMV Investors, LLC,
a Delaware limited liability company,
its general partner
By: Clarion Paiiners, LLC,
a New York limited liability company ,
its manager
By ~Cfy~.

Name. B---nise F aa . Title: '~ .I Cia
Authorized Signatory

THE CITY OF SANTA CLARA,
a chartered munici al cor oration
: Deanna Santana
itle: City Manager
6256.000.2600947.1 05/09/2023
-1-

THIRD AMENDMENT TO SHOPPING CENTER LEASE
THIS THIRD AMENDMENT TO SHOPPING CENTER LEASE ("Third
Amendment"), dated for reference purposes only May 9, 2023, is entered into by and between RMV HOLDINGS, L.P., a Delaware limited partnership ("Landlord"), and THE CITY OF SANTA CLARA, a chartered municipal corporation ("Tenant").

Recitals
A. Landlord's predecessor-in-interest and Tenant entered into that certain Shopping Center Lease agreement dated January 28, 2003 ("Original Lease"), pursuant to which Tenant leases from Landlord the Premises commonly known as 3992 Rivermark Plaza, Santa Clara, California 95054 ("Premises"), located in the Rivermark Village Shopping Center, as more particularly described in the Original Lease.

B. The Original Lease was amended pursuant to the terms of that certain Proposal to Lease Renewal letter agreement dated August 10, 2012 ("First Amendment"), and that certain Second Extension of Shopping Center Lease dated June 1, 2018 ("Second Amendment"). The Original Lease, First Amendment, and Second Amendment shall hereinafter be referred to as the "Lease".

C. Pursuant to the terms of the Second Amendment, the current Term of the Lease is scheduled to expire May 31, 2023.

D. Landlord and Tenant conclusively agree that the Premises contain approximately 2,500 square feet of space.

E. Landlord and Tenant now desire to amend the Lease to extend the Lease Term for a period of sixty (60) months, subject to all of the terms and conditions set forth in this Third Amendment.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreement of the parties hereto to the terms and conditions hereinafter contained, the parties agree as follows:

Agreement

1. Definitions and Recitals. Except as noted to the contrary in this Third Amendment, the terms used in this Third Amendment shall be defined as provided in the Lease and the Lease is incorporated herein by this reference. Except as set forth in this Third Amendment, all other terms and conditions of the Lease shall remain in full force and effect. The parties acknowledge and agree to the truthfulness of the foregoing recitals which are hereby incorporated into this Third Amendment.

2. Effective Date. The terms of this Third Amendment shall be effective as of the date this Third Amendment has been executed by Landlord and Tenant (the "Effective Date"). 6256.000.2600947.1 05/09/2023
-2-

3. Extension of Lease Term. The term of the Lease is hereby extended for a period of five (5) years commencing upon the expiration of the current term of the Lease on May 31, 2023. Accordingly, the "Extended Term" shall commence on June 1, 2023, with the result that the expiration date of the Lease shall be May 31, 2028. The Minimum Rent payable by Tenant during the Extended Term of the Lease shall be paid at the rate of $1.00 per annum. Landlord and Tenant acknowledge and agree that Tenant has no subsequent options to further extend the term of the Lease beyond the Extended Term.

4. Notice. The current notice addresses for Landlord are as follows.

To Landlord: RMV Holdings, LP
c/o Heitman
191 N Wacker Drive, Suite 2500
Chicago, Illinois 60606
Attn: Asset Manager
With a copy to: Vestar
2415 E. Camelback Road, Suite 100
Phoenix, Arizona 85016

5. No Brokerage Commissions. Tenant represents and warrants that it has not dealt with or negotiated with any broker or finder with respect to the matters that are the subject of this Third Amendment. Tenant and Landlord further agree that Landlord shall have no obligation to pay a brokerage commission or finder's fee with respect to this Third Amendment. Tenant shall indemnify, protect, defend and hold Landlord harmless from and against any claims or demands for any fees or commissions from anyone claiming to have dealt with Tenant with respect to the matters contained herein.

6. Certification by Tenant. To Tenant's knowledge as of the date of this Third Amendment:
(a) Landlord is not in default under the terms of the Lease and no event has occurred which with the giving of notice or the passage of time, or both, would constitute a default by Landlord under the Lease; and
(b) Notwithstanding anything to the contrary, Tenant has no defense or offsets to the payment of Rent or the performance of Tenant's obligations under the Lease as and when such obligations become due.

7. Entire Agreement. This Third Amendment contains all of the agreements and understandings made between the parties with respect to the subject matter of this Third Amendment. No prior or contemporaneous oral or written understandings or representations concerning the subject matter of this Third Amendment, other than as set forth in this Third Amendment shall be enforceable against either party. Any amendment shall be in writing and signed by both parties. In the event of any inconsistency between the terms of this Third Amendment and the Lease, the terms of this Third Amendment shall control. 6256.000.2600947.1 05/09/2023
-3-

8. Successors and Assigns. Except as otherwise provided in the Lease, this Third Amendment shall be binding upon and inure to the benefit of the parties hereto, the heirs, personal representatives, and the permitted successors, transferees and assigns.

9. Ratification. Except as set forth above, all other terms and conditions of the Lease are ratified and affirmed, and shall remain in full force and effect.

10. Authority. The undersigned hereby represent and warrant each to the other that (i) they have the legal right, power and authority to enter into this Third Amendment on behalf of the party for whom they are a signatory, (ii) the execution, delivery and performance of this Third Amendment has been duly authorized, and (iii) no other action is required for the validity and binding execution, delivery and performance of the Lease as modified by this Third Amendment.

11. Counterparts. This Third Amendment may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The parties agree that a signed copy of this Third Amendment transmitted by one party to the other party by electronic transmission shall be binding upon the sending party to the same extent as if it had delivered a signed original of this Third Amendment. 6256.000.2600947.1 05/09/2023
-4-

IN WITNESS WHEREOF, this Third Amendment is executed by the parties on the dates set forth below.

LANDLORD: TENANT:

RMV HOLDINGS, L.P., a Delaware limited
partnership
By: RMV Investors, LLC, a Delaware
limited liability company, its general
partner
By: Heitman Capital Management
LLC, an Iowa limited liability
company, its Investment
Manager
By:

Name: Paul D. Rezents
Its: Senior Vice President
Date of Execution:

THE CITY OF SANTA CLARA,
a chartered municipal corporation

By:

Name:

Its: City Manager
Date of Execution:

APPROVED AS TO FORM:

Santa Clara City Attorney's Office

By:

Name:

Date of Execution:

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1247 Agenda Date: 5/23/2023

REPORT TO COUNCIL

SUBJECT
Action to Adopt a Resolution of the City of Santa Clara, California Amending the Administrative Penalty Schedule to Add Penalties for Violations of “The Code of the City of Santa Clara, California” Chapter 8.26 (Edible Food Recovery)

COUNCIL PILLAR
Promote Sustainability and Environmental Protection

BACKGROUND
In 2016, California Senate Bill 1383 (SB 1383) was chaptered, setting goals to reduce disposal of organic waste in landfills in an effort to reduce greenhouse gas emissions and address food insecurity. California sends 11.2 billion pounds of food to landfills annually, some of which is still fresh enough to have been recovered to feed people in need, while 9.2 million Californians experienced food insecurity in 2020. In November 2020, the Department of Resources Recycling and Recovery (CalRecycle) developed regulations requiring jurisdictions to establish edible food recovery programs to recover 20 percent of edible food that would otherwise be sent to landfills to feed people in need.

As of January 1, 2022, Tier 1 commercial edible food generators (listed below) are required to arrange food recovery through a contract or written agreement with food recovery organizations or services that will collect or accept self-hauled edible food for food recovery. · wholesale food vendors
· food service providers and distributors
· grocery stores over 10,000 square feet
· supermarkets
Tier 2 generators (see list below) will be required to donate their edible food starting January 1, 2024. · restaurants over 5,000 square feet
· hotels with 200 or more rooms and on-site food facilities · local education agencies with on-site food facilities · large venues/events
· health facilities with at least 100 beds and on-site food facilities The edible food recovery regulations developed by CalRecycle require local jurisdictions to implement certain enforcement standards which include administrative civil penalties assessed as follows: up to $100 for a first violation, up to $200 for a second violation, and up to $500 for a third violation (California Code of Regulations section 18997.2). In December 2021 the City adopted Ordinance 2035 which added Chapter 8.26 entitled “Edible Food Recovery” to the Santa Clara City City of Santa Clara Printed on 5/18/2023Page 1 of 2
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23-1247 Agenda Date: 5/23/2023
Code. Since these amounts are established by Cal Recycle the Administrative Penalty Schedule must contain a specific administrative penalty amount for violations of the Edible Food Recovery ordinance.

DISCUSSION
In order to enforce violations of City Code Chapter 8.26 (Edible Food Recovery), the City needs to add penalty violation amounts to the City’s Administrative Penalty Schedule consistent with CalRecycle regulations. The subject Resolution amends the Administrative Penalty Schedule to add violations to Santa Clara City Code Chapter 8.26 as follows: $100 for a first violation, $200 for a second violation, and $500 for a third violation.

ENVIRONMENTAL REVIEW
This 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 reasonable foreseeable indirect change in the environment.

FISCAL IMPACT
There is no direct cost to the City with this action other than administrative staff time and expense.

COORDINATION
This report has been coordinated with the City Attorney’s Office and the City Manager’s Office.

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
Adopt a Resolution of the City of Santa Clara, California amending the Administrative Penalty Schedule to add penalties for violations of “The Code of the City of Santa Clara, California” Chapter

8.26 (Edible Food Recovery).

Reviewed by: Craig Mobeck, Director of Public Works
Approved by: Jōvan D. Grogan, City Manager

ATTACHMENTS

1. Resolution
City of Santa Clara Printed on 5/18/2023Page 2 of 2
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Resolution/Administrative Penalty Schedule Update Page 1 of 3 Rev: 11/22/17
RESOLUTION NO. _____

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA

AMENDING THE ADMINIT RATIVE PENALTY SCHEDULE TO
ADD PENALTIES FOR VIOLATIONS OF “ THE CODE OF THE
CITY OF SANTA CLARA, CALIFORNIA” CHAPTER 8.26 (EDIBLE

FOOD RECOVERY)

BE IT RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:

WHEREAS, “The Code of the City of Santa Clara, California ” (“Santa Clara City Code” or “SCCC”) Chapter 1.10 provides for administrative citations, which are in addition to all other civil legal remedies and which are an alternative to any criminal charges which may be pursued by the City to address any violation of the Santa Clara City Code; WHEREAS, SCCC 1.10.040 states that the amounts of administrative penalties for Code violations imposed shall be set forth in the schedule of administrative penalties established by resolution of the City Council;
WHEREAS, in 2016, California Senate Bill 1383 (SB 1383) was chaptered which set goals to reduce disposal of organic waste in landfills in an effort to reduce greenhouse gas emissions and address food insecurity;
WHEREAS, California sends 11.2 billion pounds of food to landfills annually, some of which was still fresh enough to have been recovered to feed people in need, while 9.2 million Californians experienced food insecurity in 2020;
WHEREAS, in November 2020, the Department of Resources Recycling and Recovery (CalRecycle) developed regulations requiring jurisdictions to establish edible food recovery programs to recover 20 percent of edible food, that would otherwise b e sent to landfills, to feed people in need;
WHEREAS, the edible food recovery regulations developed by CalRecycle authorize local jurisdictions to implement certain enforcement standards which include administrative civil penalties assessed as follows: up to $100 for a first violation, up to $200 for a second violation, and up to $500 for a third violation;
Resolution/Administrative Penalty Schedule Update Page 2 of 3 Rev: 11/22/17
WHEREAS, the City Council adopted Chapter 8.26 of the Santa Clara City Code implementing the City’s edible food recovery program;
WHEREAS, On May 24, 2016, the City Council adopted Resolution 16- 8325, to amend certain non-standard administrative penalty amounts; and
WHEREAS, the City now desires to add penalty violation amounts for violations of SCCC Chapter 8.26 to the list of non-standard administrative penalty amounts.

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

1. Non-s tandard Penalties. Non-standard penalty amounts are established for Santa Clara City Code violations as set forth in Exhibit A, attached and incorporated by reference, except as otherwise stated in the City Code or applicable State law .

2. Delinquency Penalty. An y penalty amount imposed pursuant to SCCC Chapter 1.10 and this Resolution will be deemed delinquent if it is not paid in accordance with the terms and provisions of SCCC Chapter 1.10. Any person who fails to pay to the City of Santa Clara all or part of the amount of any penalty imposed on or before the date that the penalty amount is due will become liable for the payment of an additional delinquency penalty. The delinquency penalty will be equal to ten percent (10%) of the amount of the penalty, simple interest on the penalty amount from the date the penalty amount becomes delinquent until the date that all penalty amounts are paid in full to the City.

3. Constitu
tionality, severability. If any section, subsection, sentence, clause, phrase, or word of this resolution is for any reason held by a court of competent jurisdiction to be unconstitutional or invalid for any reason, such decision shall not affect the validity of the remaining portions of the resolution. The City of Santa Clara, California, hereby declares that it would have passed this resolution and each section, subsection, sentence, clause, phrase, and word thereof, irrespective of the fact that any one or more section(s), subsection(s), sentence(s), clause(s), phrase(s), or word(s) be de clared invalid.

Resolution/Administrative Penalty Schedule Update Page 3 of 3 Rev: 11/22/17

4. 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, AT A REGULAR MEETING THEREOF HELD ON THE ___ DAY OF _________, 2023 , BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST: ______________________________

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA

Resolution/Administrative Penalty Schedule Update/Exhibit A Page 4 of 7 Rev: 11/22/17

EXHIBIT A

ADMINISTRATIVE PENALTY SCHEDULE

NON-STANDARD PENALTIES

CODE SECTION OFFENSE PENALTY
Tax Chapter 3.25 Transient Occupancy
SCCC 3.25.090 Operator’s Duty to Report and Remit $500 Chapter 5.05 Solicitors and Peddlers
SCCC 5.05.020 Permit Requirements and Exemptions $500
Chapter 5.35 Taxicabs
SCCC 5.35.030 Taxicab Stands $500
SCCC 5.35.040 License Requirements $1000
SCCC 5.35.150 Fares $500
SCCC 5.35.210 Overcharge Prohibited $500
SCCC 5.35.260 Safety Inspection $500
SCCC 5.35.290 Owner’s Records (Drivers Daily Log) $500
SCCC 5.35.320 Application (For Taxicab Driver’s Permit) $500 Chapter 5.40 Massage Services and Massage Establishments SCCC 5.40.030 Massage Certification Required $1000
SCCC 5.40.040 Owner and Operator – Massage
Establishment Permit Required
$1000
SCCC 5.40.080 Massage Establishment Operating
Requirements
$500
SCCC 5.40.090 Massage Establishment Facilities
Regulations
$500
SCCC 5.40.110 Permits Nonassignable $500
SCCC 5.40.120 Change of Location or Change in Name $500 SCCC 5.40.130 New Massage Therapists – Notification $500 SCCC 5.40.140 Renewal of Permits – Massage
Establishments
$250
SCCC 5.40.160 Prohibited Conduct $1000
SCCC 5.40.190 Maintenance and Review of Massage
Therapy Organization Certificates
$500
Chapter 6.05 General Provisions (Animals)
SCCC 6.05.050 Diseased Animals $500
SCCC 6.05.060 Dead Animals $500
SCCC 6.05.070 Abandoned Animals $1000
SCCC 6.05.080 Poisoning and Abusing Dogs, Cats or Other Domestic Animals
$1000
SCCC 6.05.090 Public Nuisance $250
SCCC 6.05.110 Animals and Vehicles $1000
Resolution/Administrative Penalty Schedule Update/Exhibit A Page 5 of 7 Rev: 11/22/17

CODE SECTION OFFENSE PENALTY
SCCC 6.05.120 Interference with Police Dogs $1000
SCCC 6.05.140 Animal Maintenance and Duties of Owners $1000 SCCC 6.05.150 Shelter Requirements $1000
SCCC 6.05.160 Water Requirements $1000
SCCC 6.05.170 Feeding Requirements $1000
SCCC 6.05.180 Confinement Requirements $1000
SCCC 6.05.190 Adequate Exercise $1000
SCCC 6.05.200 Chain Collar Prohibited $1000
SCCC 6.05.210 Ventilation and Light Requirements $1000
SCCC 6.05.220 Veterinary Treatment $1000
SCCC 6.05.230 Unnecessary Suffering $1000
SCCC 6.05.240 Animal Traps $1000
SCCC 6.05.250 Slaughtering $1000
Chapter 6.30 Dogs and Cats
SCCC 6.30.150 Restrictions of Dogs Designated as
“Dangerous”
$1000
SCCC 6.30.160 Registration of Dangerous Dogs $1000
Chapter 8.25 Accumulation, Transportation and Disposal of Solid Waste SCCC 8.25.030 Disposal of Refuse on Public Property or on Private Property of Another
$250

SCCC 8.25.040 Accumulation of Refuse on Property of
Owner or Occupant
$250
SCCC 8.25.050 Removal of Refuse by Persons $200
SCCC 8.25.170 Disposal of Dangerous Materials or
Substances or Hazardous Wastes
$500
SCCC 8.25.200 Contract Required $1000
Chapter 8.26 Edible Food Recovery
All Edible Food Recovery Violations – First
Violation
$100
All Edible Food Recovery Violations –
Second Violation
$200
All Edible Food Recovery Violations – Third
Violation
$500
Chapter 8.30 Public Nuisance
SCCC 8.30.030 Property Maintenance – Public Nuisances $750 Chapter 9.10 Regulation of Noise and Vibration
SCCC 9.10.040 Noise or Sound Regulation $500
Chapter 12.35 Trees and Shrubs
Resolution/Administrative Penalty Schedule Update/Exhibit A Page 6 of 7 Rev: 11/22/17

CODE SECTION OFFENSE PENALTY
SCCC 12.35.020 Alteration or Removal – Permit Required $600 (Under 6 ft) $700 (6 ft – 12 ft)
$800 (13 ft – 18 ft)
$900 (19 ft – 24 ft)
$1000 (Over 25 ft)
Chapter 13.10 Sewers
SCCC 13.10.050 Permit Required to Connect with Sanitary Sewer System – Generally - Fees
$500
Chapter 13.20 Storm Drains and Discharges
SCCC 13.20.030 Discharge into the Storm Drain Prohibited $1000 SCCC 13.20.070 Protection from Accidental Discharge –
Accidental Discharge Notification
$250
Chapter 15.05 Administrative Code
All Administrative Code Violations $750
Chapter 15.25 Housing Code
All Housing Code Violations $750
Chapter 15.60 Santa Clara Municipal Fire and Environmental Code 105.1.4 Failure to Pay Annual Fire Permit Fees $250
109.1 Other Fire Code Violations $150
109.2.2 Failure to Comply with Order, Notices and/or
Tags Issued by the Fire Department
$250 for each
occurrence
304.1.1 Storage or Accumulation of Rubbish and/or
Combustible Vegetation-Residential $100
304.1.1 Storage or Accumulation of Rubbish and/or
Combustible Vegetation-Commercial $250
401.3 Failure to Report Emergencies $250
401.5 Intentional or Negligent False Alarm - Each
Occurrence
$150
407.6 Failure to Maintain Hazardous Materials
Management Plan in Approved Location $250
503.4 Obstruction and Control of Emergency
Access
$200
901.6 Failure to Maintain Fire Protection Equipment $250 1004.1 Exceeding Maximum Occupant Load $250
1028.3 Obstruction of Means of Egress $250
2305.2 Failure to Maintain Vehicle Fuel Dispensing
System
$250
5001.5.1 Failure to File Hazardous Materials
Management Plan
$250
5001.5.2 Failure to Update Hazardous Materials
Inventory Statement
$250
Resolution/Administrative Penalty Schedule Update/Exhibit A Page 7 of 7 Rev: 11/22/17

CODE SECTION OFFENSE PENALTY
5001.6 Failure to File Hazardous Materials Closure
Plan
$250
5003.1.1 Exceeding Maximum Allowable Quantity of
Hazardous Materials
$250
5003.2.6 Failure to Maintain Hazardous Materials
Systems
$250
5003.2.8 Failure to Provide Seismic Protection for
Hazardous Material Systems $250
5003.3.1 Failure to Report Hazardous Material
Release
$250
5003.5 Failure to Label Hazardous Materials System $250 5003.9.8 Failure to Separate Incompatible Hazardous
Materials
$250
5004.2.2 Failure to Maintain Secondary Containment
for Hazardous Materials $250
5601.3 Unlawful Possession of Fireworks $250
Title 18 Zoning
All Zoning Ordinance Violations $500

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-103 Agenda Date: 5/23/2023

REPORT TO COUNCIL

SUBJECT
Action on a Resolution Authorizing the Use of City Electric Forces at 1790 Warburton Avenue

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
Charter Section 1310 titled Contracts on Public Works states, in part, “that every contract involving an expenditure of more than one thousand dollars ($1,000) for the construction or improvement (excluding maintenance and repair) of public buildings, works, streets, drains, sewers, utilities, parks and playgrounds shall be let to the lowest responsible bidder.” The section further states that “the City Council may declare and determine that, in its opinion, the work in question may be performed better or more economically by the City with its own employees, and after the adoption of a resolution to this effect by at least four affirmative votes, it may proceed to have said work done in the manner stated, without further observance of the provisions of this section.”

DISCUSSION
Staff believes that the work described below is best and most efficiently performed with City forces based upon the following factors: (1) the work is limited in size and scope; (2) City forces have knowledge and training in operating and maintaining the electric system that can be leveraged to more economically perform this work; and (3) bidding out the work and contracting with a private entity would not likely result in a lower overall cost or time savings. Therefore, staff recommends that the City Council make a finding that City forces can better perform the installation of the following electric facilities and approve the use of City forces.

Estimate Number: 35790
Location: 1790 Warburton Avenue
Type of Service: New Business
Description of Work: New electric service and electric meters for twelve new townhomes.

Estimated Cost: $10,678
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution

ENVIRONMENTAL REVIEW
Staff recommends that the City Council determine that the actions being considered are exempt from the California Environmental Quality Act (“CEQA”) pursuant to the following sections of Title 14 of the California Code of Regulations: (1) 15302(c) (Class 2 - Replacement or Reconstruction) as the proposed work involves the replacement or reconstruction of existing utility systems and/or facilities City of Santa Clara Printed on 5/18/2023Page 1 of 2
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23-103 Agenda Date: 5/23/2023
involving negligible expansion of capacity, and (2) 15303 (Class 3 - New Construction or Conversion of Small Structures) as the proposed work involves the construction of a limited number of small electric utility facilities.

FISCAL IMPACT
The funds to support the staff time for work performed by SVP and related construction materials for the work detailed in this report, totaling $10,678 are included in the Fiscal Year 2022/23 Capital Budget, New Business Estimate Work project in the Electric Utility Capital Fund. All referenced work will be performed with City Electric Forces (SVP staff). Some work associated with encroachment permits may be performed by the Department of Public Works (DPW). DPW costs are recovered through payment of permit fees.

COORDINATION
This report has been coordinated with the Finance Department and City Attorney’s Office.

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] or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION
Determine the proposed actions are exempt from CEQA pursuant to Sections 15302 (c) and 15303 of Title 14 of the California Code of Regulations and adopt a Resolution authorizing the use of City Electric Forces for work detailed in this Report to Council located at 1790 Warburton Avenue.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Jōvan D. Grogan, City Manager

ATTACHMENTS

1. Resolution - Use of City Electric Forces
City of Santa Clara Printed on 5/18/2023Page 2 of 2
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Resolution/Use of City Electric Forces Page 1 of 2
Rev: 03-09-18
RESOLUTION NO. _____

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA

AUTHORIZING THE USE OF CITY ELECTRIC FORCES
PURSUANT TO CHARTER SECTION 1310

BE IT RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:

WHEREAS, the City of Santa Clara’s Charter section 1310 requires all contracts involving an expenditure of over $1,000 for the construction or improvement (excluding maintenance and repair) of a public works project to be let to the lowest responsible bidder; WHEREAS, Charter section 1310 permits the City of Santa Clara (“City” or “City of Santa Clara”) to use its own employees if the City Council, by motion passed by at least four affirmative votes, determines that the public works may be done better or more economically by the City’s own employees, and, upon such determination, the City may proceed to have the public works project completed without further observance of Charter section 1310; WHEREAS, the City’s Electric Department desires to perform certain public works, as set forth in the Report to Council, dated May 23, 2023, by its own employees; and, WHEREAS, the City’s Electric Department has presented evidence supporting that the work in question may be performed better or more economically by the City with its own employees.

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

1. The City Council of the City of Santa Clara does hereby declare and determine that the public works project set forth in the 23-103 Report to Council, attached hereto and incorporated by this reference, may be performed better or more economically by the City with its own employees.
///

///

Resolution/Use of City Electric Forces Page 2 of 2
Rev: 03-09-18

2. 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, AT A REGULAR MEETING THEREOF HELD ON THE ___ DAY OF _________, 2023, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST: ______________________________

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA

Attachments incorporated by reference: May 23, 2023, Report to Council No. 23-103 City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-509 Agenda Date: 5/23/2023

REPORT TO COUNCIL

SUBJECT
Action on a Resolution to Certify Compliance with State Housing Laws for Purposes for Participation in the One Bay Area Grant Program

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The City is currently applying for a One Bay Area Grant (OBAG) to fund bicycle and pedestrian improvements in the area immediately surrounding City Hall. The Metropolitan Transportation Commission (MTC), the metropolitan planning organization for the nine-county San Francisco Bay Area (which includes Santa Clara County), administers the OBAG program. OBAG funds are intended to be used for transportation improvements throughout the Bay Area region. The OBAG application requires the applicant agency adopt a resolution (Attachment 3) related to compliance with State housing laws.

DISCUSSION
The OBAG application Resolution must address four requirements. The following discussion identifies the four requirements and the City’s response:

1. That the City of Santa Clara agrees to comply with the terms of Surplus Land Act (California Government Code § 54220 et seq.), as exists now or may be amended in the future, including, but not limited to, AB 1255 (Rivas, 2019), which requires jurisdictions to compile and report an inventory of surplus lands annually to the California Department of Housing and Community Development.

AB 1255 established a new requirement for City governments to prepare an annual inventory of specified surplus land, and to report this information to the State Department of Housing and Community Development (HCD), by April 1 of each year. Beginning in April 2021, the Community Development Department began including this inventory as part of its Housing Element Annual Progress Report, and the City has been continuing to report surplus parcels to the State on an annual basis since that time.

2. That the City agrees to comply with State laws related to ADUs and JADUs, as they exist now or may be amended in the future, including, but not limited to California Government Code §§ 65852.150, 65852.2, 65852.22, et seq. and California Health & Safety Code § 17980.12.

The City continues to process a significant number of ADU applications each year, and does so in compliance with all current State legal requirements. In recent years, a number of new laws related to ADUs have become effective; for example, SB 897 (2022) allows for ADUs to be up to 18 feet in height when proposed within a half-mile of transit, and requires cities to not impose parking City of Santa Clara Printed on 5/18/2023Page 1 of 3
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23-509 Agenda Date: 5/23/2023
requirements on ADUs built in combination with a new single-family residence.

SB 897 and related changes to State law will be incorporated into the City’s zoning code update, which will be placed on an agenda for Planning Commission and City Council consideration in mid- 2023. In the meantime, the City will continue to follow the provisions of the City Code that are consistent with state law and follow state standards for any inconsistent provisions.

3. That the City agrees to comply with state Density Bonus Law (California Government Code § 65915 et seq.), as exists now or may be amended in the future.

Similar to the ADU applications, the City continues to process a significant number of development applications subject to the State Density Bonus Law. To the extent there are any inconsistencies between the City’s density bonus ordinance and state law, the City follows the current state legal requirements. As with changes to the State’s ADU provisions, changes to State law related to Density Bonuses will be incorporated into the zoning code update, which will be planed on an agenda for Planning Commission and City Council consideration in mid-2023. In the meantime, any development applications for Density Bonuses that are consistent with State law will be processed for approval by the City.

4. That the City warrants and represents that is in compliance with the aforementioned State housing laws and that except for those matters listed in Attachment 2, there are no claims, actions, suits, or proceedings pending to the best of the City’s knowledge, alleging violations of the State housing laws by the City.

The City is currently working through the Housing Element Update certification process. The City’s 6 th
cycle Housing Element Update was adopted by the City Council on January 31, 2023 and submitted to the State Department of Housing and Community Development (HCD). HCD has indicated that they will have additional comments that need to be addressed by the City prior to their certification.

In addition, the law firm Farella, Braun & Martel, representing the Housing Action Coalition, has submitted a comment letter on the City’s adopted Housing Element. The City is addressing the Housing Action Coalition letter along with HCD’s second round of comments for resubmittal in the next 60 days.

Those two items are listed in Attachment 2, entitled “Potential Claims against the City Related to Housing Law”.

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(b)(5) in that it is a governmental organization or administrative activity that will not result in direct or indirect changes in the environment.

FISCAL IMPACT
There is no fiscal impact related to this report.

COORDINATION
This report has been coordinated with the City Attorney’s Office. Additionally, the proposed City of Santa Clara Printed on 5/18/2023Page 2 of 3
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23-509 Agenda Date: 5/23/2023
Resolution has been coordinated with the Santa Clara Valley Transportation Authority and MTC.

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
Adopt a Resolution self-certifying compliance with state housing laws for the purpose of receiving an OBAG 3 grant for bicycle and pedestrian improvements in the area surrounding City Hall.

Reviewed by: Andrew Crabtree, Director, Community Development Department Approved by: Jōvan D. Grogan, City Manager

ATTACHMENTS

1. One Bay Area Grant (OBAG) application

2. OBAG-Required Listing of Potential Claims against the City Related to Housing Law

3. Housing Law Compliance Resolution
City of Santa Clara Printed on 5/18/2023Page 3 of 3
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One Bay Area Grant (OBAG 3) – County & Local Program
Santa Clara County Template Application Form (v1)
1 Project Information
Project Name: Central Santa Clara Bicycle and Pedestrian Improvement Project Project Sponsor: City of Santa Clara
Sponsor Single
Point of Contact:

Jonathan Yee
408-615-3021
[email protected]
Project Location: Various locations along Cabrillo Ave, Lafayette St, Monroe St, Royal Dr, Scott Blvd, and Warburton Ave in Santa Clara, CA (see Attachment 1) Brief Project
Description:

Construct 36 curb ramps,12 curb bulb-outs, 50 feet of new sidewalk, 2 new traffic signals, 2 new Pedestrian Hybrid Beacons, 2 new Rectangular Rapid Flashing Beacons, upgrade 2 existing traffic signals, , install10 streetlights, 5,000 ft of fiber optic cable, and over 5,000 ft of Class II & III bike lanes.

Program Eligibility
Federal Fund
Eligibility
Is the project eligible
for federal
transportation funds?
Select the OBAG 3 federal fund source(s) for which the project is eligible:
☒ Surface Transportation Block Grant (STP) Program (See FHWA fact sheet) ☒ Congestion Mitigation & Air Quality Improvement (CMAQ) Program (See FHWA fact sheet)
Note: projects eligible for CMAQ funding must provide inputs for air quality improvement calculations, using templates provided on the OBAG 3 webpage.

See Attachment 2 for Air Quality improvement calculations.

Eligible Project
Type
Is the project an
eligible project type?
Select the eligible project type(s) (refer to MTC Resolution No. 4505 for detailed eligibility guidelines):

Growth Framework Implementation
☐ PDA Planning Grant
☐ Local Planning Grant (for other Plan
Bay Area 2050 Growth Geographies)

Complete Streets & Community Choice
☒ Bicycle/Pedestrian Infrastructure
☐ Bicycle/Pedestrian Program
☐ Safe Routes to School (SRTS) Non-
Infrastructure program
☒ SRTS Infrastructure
☒ Safety project
☐ Safety Planning efforts
☒ Complete Streets improvements
☐ Streetscape improvements
☐ Local Streets and Roads Preservation
☐ Rural Roadway Improvement
☐ Community-Based Transportation
Plan (CBTP) or Participatory
Budgeting (PB) Process in an
Equity
Priority Community (EPC)
☐ CBTP/PB Project Implementation
Climate, Conservation, & Resilience
☐ Transportation Demand Management
(TDM) Program
☐ Mobility Hub
☐ Parking/Curb Management
☐ Car/Bike Share Capital
☐ Open Space Preservation and
Enhancement
☐ Bicycle/Pedestrian Access to Open
Space/Parkland
☐ Regional Advance Mitigation Planning
(RAMP)

Multimodal Systems Operations &
Performance
☐ Transit Capital Improvement
☐ Transit Station Improvement
☐ Transit Transformation Action Plan

Project Implementation
☐ Active Operational Management
☐ Mobility Management and
coordination
e
One Bay Area Grant (OBAG 3) – County & Local Program
Santa Clara County Template Application Form (v1)
2 Policy Alignment
Federal
Performance
Goals
How does the
project support
federal
performance
measures?

Select the federal performance measures that are supported by the project:
☒ Safety: Significantly reduce traffic fatalities and serious injuries for all users on all public roads and improve the safety of all public transportation systems. ☒ Infrastructure Condition: Improve the pavement condition on the Interstate and National Highway System (NHS) and NHS bridges and maintain the condition of public transit assets in a state of good repair.
☐ Congestion Reduction: Significantly reduce congestion on the NHS in urbanized areas.
☐ System Reliability: Improve the reliability of the Interstate system and NHS. ☐ Freight Movement and Economic Vitality: Improve the reliability of the Interstate system for truck travel.
☒ Environmental Sustainability: Maximize emission reductions from CMAQ-funded projects.

Describe how the project supports the selected federal performance measure(s):

SAFETY: A review of the historic collisions data supports the concerns raised by community residents regarding the abnormal driving behaviors that pose danger to numerous school children and other non-motorist users. Over the past 10 years, the project locations have experienced a significant number of pedestrian and bicycle related collisions. Since 2011, there were a total of twelve (12) pedestrian- related collisions within the project area. In all 12 cases, the primary factor of collision was recorded as vehicle code violations and injuries were reported. In the same study time frame, there were a total of thirteen (13) bicycle related collisions within the project area. (see Attachment 3 for collision data)

The project will implement several improvements that will address the high crash rates as follows:

Installation of Curb Extensions: The project will install 12 curb extensions at 7 intersections along various stretches of Scott Boulevard, Warburton Avenue, Lafayette Street and Monroe Street. The curb extensions will increase visibility of pedestrians at intersections, decrease pedestrian exposure to vehicles by shortening the crossing distance and reduce vehicle turn speeds by narrowing the roadways.

Installation of a Rectangular Rapid-Flashing Beacon (RRFB): The project will install RRFB at two intersections (Monroe at Cabrillo and Monroe at Warburton). RRFBs enhance pedestrian safety by alerting drivers of pedestrians crossing the roadway and the California Local Roadway Safety Manual (LRSM) reports that a crash reduction factor of up to 35% may be achieved with the systemic implementation of RRFBs at unsignalized crosswalks.

Installation of a Pedestrian Hybrid Beacon (PHB): The project will install a PHB at two intersections (Scott at Bray and Lafayette at Parker). These enhance pedestrian safety by alerting drivers of pedestrians crossing the roadway and the California LRSM reports that a crash reduction factor of up to 55% may be achieved with the systemic implementation of Pedestrian signals.

e
One Bay Area Grant (OBAG 3) – County & Local Program
Santa Clara County Template Application Form (v1)
3 Looking at the common cause for pedestrian and bicycle involved crashes along the project intersections, vehicular violations make up the majority of pedestrian involved crashes Many of the improvements remove or reduce the conflicts between vehicles and pedestrians, serve to calm traffic along the project roadways, or enhance pedestrian visibility to alert drivers to slow and stop for pedestrians.

SCOTT BOULEVARD: 2 of the 12 pedestrian-related crashes occurred at the uncontrolled intersection of Scott Boulevard and Cabrillo Avenue, which is adjacent to Scott Lane Elementary School. The project proposes to signalize or enhance with curb extensions, and add high-visibility crosswalks across Scott Boulevard where none currently exist at Cabrillo Avenue. As stated in the petition letter signed by the Scott Lane Elementary School parents, improvements, specifically at Scott Boulevard and Cabrillo Avenue will "...allow families who currently drive to Scott Lane or Cabrillo because their students cannot cross safely to do so and reduce traffic congestion".
-4 of the 12 pedestrian-related crashes occurred at the intersection of Scott Boulevard and Warburton Avenue where pedestrians were using the existing marked and signalized crosswalks at the time of collision. The project will install curb extensions at this intersection to enhance pedestrian visibility, shorten crossing distances, and reduce right turn vehicle speeds.
-1 collision occurred at the uncontrolled crosswalk at Scott Boulevard and Bray Avenue. The project will construct a pedestrian hybrid beacon at this intersection, minimizing pedestrian-vehicle conflicts and aiding in calming down traffic. -The project will also install new sidewalk and curb extensions at the signalized intersection of Scott Boulevard and Royal Drive

WARBURTON AVENUE: 2 out of the 12 pedestrian-related crashes occurred at Warburton Avenue and Monroe Street which has an uncontrolled crosswalk across Monroe Avenue. The project will install curb extensions and a new Rectangular Rapid Flashing Beacon to alert drivers' attention to the existing crosswalk and improve pedestrian visibility at the intersection. 1 out of the 12 pedestrian-related crashes collision occurred at the intersection of Warburton Avenue and Civic Center Drive which is an intersection with no marked crosswalks. Crossing enhancements at the two adjacent intersections at Scott Boulevard and Don Avenue will encourage pedestrians to use marked crosswalks and discourage jaywalking.

REED STREET: 1 out of the 12 pedestrian-related crashes occurred along Reed Street just east of the intersection at Monroe Street. The project will enhance safety at this intersection by installing curb extensions and new lighting to enhance pedestrian visibility.

INFRASTRUCTURE CONDITION:

The project will complete a 2-inch mill and overlay on Lincoln Street between El Camino Real and Warburton Avenue. In addition, the project will complete a slurry seal on Warburton Avenue between Scott Boulevard and Lafayette Street. These improvements will increase the Pavement Condition Index (PCI) from 73 to 87.

ENVIRONMENTAL SUSTAINABILITY:

The project will install a Class II bike lane on Warburton Avenue between Scott Boulevard and Monroe Street and on Lincoln Street between El Camino Real and e
One Bay Area Grant (OBAG 3) – County & Local Program
Santa Clara County Template Application Form (v1)
4 Warburton Avenue. The project will install a Class III bikeway on Warburton Avenue between Monroe Street and Lafayette Street. These improvements will enable bicyclists to ride at their preferred speed without interference from prevailing traffic conditions and facilitate predictable behavior and movements between bicyclists and motorists. The improvement will improve compliance with traffic laws, create separation between cars and bicyclists, implement recommendations within the City’s Bicycle Plan Update 2018, and promote bicycling as an alternative to driving.

Plan Bay Area 2050
Strategies
How does the project
align with Plan Bay
Area 2050?
Describe how the project supports Plan Bay Area 2050 Strategies and/or Implementation Plan:

The proposed project aligns with the Plan Bay Area 2050 (PBA 2050) through several strategies involving safety, equity, and climate goals. PBA 2050 states the following strategies that would be advanced by the proposed project:

• Create Healthy and Safe Streets – the project aims to improve safety with several countermeasures that benefit all road users including bicyclists and pedestrians which tend to be the most vulnerable road users. The project area includes Scott Lane Elementary school whose students will benefit from the safety enhancements included in the project.
• Support community-led transportation enhancements in Equity Priority Communities – the project is located entirely within an Equity Priority Community.

The project has garnered support from residents and the Scott Lane Elementary School community through public meetings and written correspondence. • Invest in Active Transportation Plan Infrastructure – the project will implement recommendations within the City’s Bicycle Plan Update 2018 and Pedestrian Master Plan 2019 to enhance safety and encourage more members of the community to choose active transportation as a means of travel.
• Advance a Regional Vision Zero Policy – the project will contribute to the regional Vision Zero Policy by reducing collisions through proven countermeasures recognized by Caltrans as reducing injury collisions.
• Build a Complete Streets Network – the project will re-allocate roadway space for bicycle and pedestrian facilities to improve the circulation of all road users in the project area. In addition, the project will implement recommendations that meet the Complete Streets Policy Act of 2008.

See Attachment 4 for highlighted sections that are relevant to the proposed project.

Regional Policy
Alignment
How does the project
align with other
regional policies and
plans?

Select the regional plans and policies with which the project is aligned:
☒ Regional Safety/Vision Zero Policy
☒ MTC’s Equity Platform
☒ Regional Active Transportation Plan
☐ Transit Oriented Communities Policy
☐ Blue Ribbon Transit Transformation
Action Plan
Describe how the project aligns with the selected regional plans and/or policies:

The project aligns with the Regional Safety/Vision Zero Policy by implementing bicycle and pedestrian safety enhancements that are identified as proven countermeasures by Caltrans.

The project is an alignment with MTC’s Equity Platform by including bicycle and pedestrian improvements that were requested by affected communities, a multi- lingual community meeting was held to discuss the project, and members of the community provided written and verbal input on the project. e
One Bay Area Grant (OBAG 3) – County & Local Program
Santa Clara County Template Application Form (v1)
5 The project is in alignment with the Regional Active Transportation Plan as the bicycle and pedestrian safety enhancements will increase bicyclists and pedestrians as a means of travel through the project area. See attached Complete Streets Checklist for more information on Active Transportation features included in the project.

Regional Growth
Geographies
Does the project
support PBA
2050 Growth
Geographies?

Indicate the project’s relationship to Plan Bay Area 2050 Growth Geographies:

Priority Development Area (PDA)
☒ Meets the uniform definition of a PDA-supportive project (within one mile or less of a PDA boundary)
☐ Does not meet the uniform definition of a PDA-supportive project, but otherwise has a clear and direct connection to PDA implementation

The project improvements are located within or less than a mile from a Priority Development Area (El Camino Focus Area). See Attachment 5.

☐ Included in a locally-adopted PDA plan (e.g. Specific Plan, PDA Investment and Growth Strategy)
Locally-adopted PDA plan reference
Transit Rich Area (TRA)
☒ Within a TRA or otherwise supportive of a TRA (see Growth Geographies map)

The project is in a Transit Rich Area north of El Camino Real. See Attachment 5.

Priority Production Area (PPA)
☐ Supports the preservation of a PPA (see Growth Geographies map) Please describe
Equity Priority
Communities
Does the
project
invest in
historically
underserved
communities?

Indicate how the project invests in historically underserved communities, including Plan Bay Area 2050 Equity Priority Communities (EPCs):
☒ Located within and supportive of an EPC (see Equity Priority Communities map) ☐ Not located within an EPC, but is otherwise supportive of an EPC or other historically underserved community
The project is located completely within an Equity Priority Community. See Attachment 6.

This project invests in the EPC by improving 13 intersections and 2 roadways that provide physical access to homes and key destinations used by Equity Priority Community residents such as Scott Lane Elementary School, which has a high percentage of students eligible for free and reduced lunch, parks, City Hall, the Triton Museum, several bus stops, and commercial centers. The project will be accessed by parents and students during the entire school year. Besides active transportation to the school, the project will improve access via active transportation and connect currently isolated disadvantaged communities to adjacent residential neighborhoods. In addition, the EPC has low car ownership and higher mode splits within bicycling and walking. New traffic signals, PHB’s and RRFB’s improve safety for these users.

Check all
applicable
boxes
e
One Bay Area Grant (OBAG 3) – County & Local Program
Santa Clara County Template Application Form (v1)
6 Research from the CDC's School Health Policies and Practices Study found that "active school transport was positively associated with the percentage of students eligible for free and reduced-price lunch." Scott Lane Elementary has a high percentage of students and therefore the project provides a benefit to Santa Clara's disadvantaged residents using active school transport. Equity Priority Community residents submitted a signed petition for the City to install a traffic signal and high visibility crosswalks at the intersection of Scott Blvd and Cabrillo Ave. This specific location that directly connects homes to Scott Lane Elementary School and crosses Scott Blvd, a 4-lane major arterial carrying more than 20,000 vehicles per day. The project will Install: Option A a new traffic signal, or Option B new curb extensions on all four corners of the intersection. The project will also install high visibility crosswalks. These improvements will improve safety and provide new crosswalks for students and are supported by the school

Improvements at the two Lafayette St intersections provide safe connections for a residential neighborhood that is surrounded by barriers (industrial building, railroad tracks, and a major arterial). This specific neighborhood is in a lower- income census block group with respect to the surrounding census tracts and block groups in the project area and the improvements connect homes to the Reed Street Dog Park.

Local Housing
Policies
Is the project located in
a jurisdiction with
policies that
support
affordable
housing?

Indicate if the project is locate in a jurisdiction that has adopted policies which support the “3Ps” approach to affordable housing by listing the relevant adopted policies for each element of the 3Ps. Additional guidance and resources on affordable housing policies are provided on the OBAG 3 webpage.
☒ Protect current residents from displacement (with emphasis on policies that have demonstrated effectiveness in community stabilization and anti-displacement).

Policy A-2: Provide code enforcement support for residential neighborhoods in conformance with City Code and Zoning Ordinance regulations
Policy C-4: Ensure equitable housing opportunities for all residents Policy D-2: Participate in programs that provide support services to residents in need.

Policy D-3 Increase public outreach efforts to inform residents and potential developers of available City housing programs ☒ Preserve existing affordable housing (with emphasis on policies that have demonstrated effectiveness in community stabilization and anti-displacement).

Policy A-1: Maintain and improve the quality of residential neighborhoods, eliminate housing deficiencies and prevent future blight through the encouragement of ongoing maintenance, rehabilitation, and conservation of existing housing stock
Policy C-1: Construct and preserve affordable housing for lower and moderate income households through the use of public subsidies, regulatory incentives, and flexible development standards
Policy C-2: Participate in local, regional, State, and federal programs that support affordable , transitional, supportive, and permanent housing Policy C-3: Create opportunities for affordable housing and housing to support special needs populations and extremely low income households e
One Bay Area Grant (OBAG 3) – County & Local Program
Santa Clara County Template Application Form (v1)
7 ☒ Produce new housing at all income levels.

Policy B-2: Encourage the building of higher density housing on appropriate vacant or underutilized sites
Policy B-3: Encourage the annual construction of the number of housing units necessary to meet the City’s regional housing needs determination Policy C-1: Construct and preserve affordable housing for lower and moderate income households through the use of public subsidies, regulatory incentives, and flexible development standards

See Attachment 7 for a copy of the City’s existing housing policies.

Community Support
Community
Support
Does the
project have
community support,
particularly if it is
located in a historically
underserved
community?
____________________

Indicate if the project has demonstrated community support through one or more of the following:
☒ Public outreach responses specific to this project, including comments received at public meetings or hearings, feedback from community workshops, o r survey responses.

The City has engaged the public to solicit feedback by holding three outreach meetings, including a City Bicycle and Pedestrian Advisory Committee meeting held on March 28, 2022 and two community meetings hosted on May 4, 2022, and June 1,2022. The public provided input at all 3 meetings to guide designs and define needs of users. Some of the feedback included:

-Include additional bicycle safety elements such as buffers or vertical elements
-Consider removing parking for safety features/bicycle lanes -Adding additional crosswalk locations
-Reduce vehicle speeds and support for reducing corner turn radii -Providing parking protected bicycle lanes
-Reducing corner radius on Scott Boulevard and Warburton Avenue to decrease turning speeds and improve vehicle and pedestrian site distances, and provide parking protected bicycle lanes.

Back in 2016, the City received a signed petition from the community to install a traffic signal and new crosswalks at the intersection of Scott Boulevard and Cabrillo Avenue. The petition referenced the need for calming high speeds along Scott Boulevard, and the need for safety enhancements to allow students and pedestrians to safely cross the intersection and access the school.

☒ Project is consistent with an adopted local transportation plan.

The project’s bicycle improvements are consistent with the City’s Bicycle Plan Update 2018. The project’s pedestrian improvements are identified in the City of Santa Clara Pedestrian Master Plan 2019.
e
One Bay Area Grant (OBAG 3) – County & Local Program
Santa Clara County Template Application Form (v1)
8 Indicate if the project has demonstrated support from communities disproportionately impacted by past discriminatory practices, including redlining, racial covenants, urban renewal, and highway construction that divided low income and communities of color. Resources for identifying impacted communities are available on the OBAG 3 webpage. Community support may be demonstrated through one or more of the following:
☐ Prioritization of the project in a Community Based Transportation Plan (CBTP) or Participatory Budgeting (PB) process, or a local plan that includes the proposed project.

CBTP or PB reference
☒ Endorsements from a Community-Based Organizations representing historically underserved and potentially impacted communities.

The City received letters of support for the project from the Scott Lane Elementary School principal, the Silicon Valley Bicycle Coalition, the Santa Clara County Public Health Department, and the Santa Clara BPAC Chair. See Attachment 8 for a copy of the letters.

Deliverability & Readiness
Project Readiness
Is the project ready to
be delivered?

Describe the readiness of the project, including right-of-way impacts and the type of environmental document/clearance required:

The bicycle and pedestrian improvements are considered a modification of existing facilities. The Project is anticipated to be a Categorical Exclusion under NEPA. See Attachment 9 for a copy of the current conceptual improvement plans to demonstrate project readiness.

If the project touches Caltrans right-of-way, include the status and timeline of the necessary Caltrans approvals and documents, the status and timeline of Caltrans requirements, and approvals such as planning documents (PSR or equivalent) environmental approval, encroachment permit.

The project does not touch Caltrans right-of-way.

Deliverability
Are there any barriers
to on-time delivery?
Describe the project’s timeline and status, as well as the sponsor’s ability to meet the January 31, 2027 obligation deadline:

Project Obligation of Funds FY 23-24.

Project Milestone
2/1/2024 Begin Environmental (PA&ED) Phase
6/1/2024 End Environmental Phase (PA&ED Milestone)
6/1/2024 Begin Design (PS&E) Phase
1/1/2025 Begin Right of Way Phase
5/1/2025 End Right of Way Phase (Right of Way Certification Milestone) 6/1/2025 End Design Phase (Ready to List for Advertisement Milestone) 9/1/2025 Obtain E76 for Construction
10/1/2025 Begin Construction Phase
9/1/2026 End Construction Phase
10/1/2026 Begin Closeout Phase
1/1/2027 End Closeout Phase (Closeout Report)
e
One Bay Area Grant (OBAG 3) – County & Local Program
Santa Clara County Template Application Form (v1)
9 Identify any known risks to the project schedule, and how the CTA and project sponsor will mitigate and respond to those risks:

A risk to the project schedule is if the NEPA environmental determination will not be Categorical Exclusion. The City will complete a Field Review and Preliminary Environmental Study form immediately upon VTA Board adoption to identify the appropriate environmental clearance document.

Project Cost & Funding
Grant Minimum
Does the project meet
the minimum grant
size requirements?
☒ Project meets the minimum grant size requirements. Projects must be a minimum of $500,000 for counties with a population over 1 million (Alameda, Contra Costa, and Santa Clara counties) and $250,000 for counties with a population under one million (Marin, Napa, San Francisco, San Mateo, Solano, and Sonoma counties).

Exception request to minimum grant size
Local Match
Does the project meet
local match
requirements?
☒ Project sponsor will provide a local match of at least 11.47% of the total project cost.

The City will provide a local match of more than 20% of the total project cost.

Additional Criteria
Fix-It First Road
Preservation
Preservation of the
local streets and roads
on federally eligible
arterials and collectors

☐ Project meets the requirements for federal-aid eligible system. Confirmation is required through the Highway Performance Monitoring System and attached to the application prior to award of funds.

Please describe and include location map(s) indicating segment(s).

Project Benefits
What are the merits of
the project beyond
adherence to PBA 2050
policies?

Describe the project’s benefits, such as addressing safety, gap closure or connectivity, VMT reduction, planned housing density with a transportation nexus, transportation to housing and/or jobs.

The project will improve mobility and safety for bicyclists and pedestrians traveling to the area’s 13,412 housing units, Scott Lane Elementary School, two senior housing complexes, City Hall, the Triton Museum of Art, Rotary Park, Civic Center Park, and the Reed Street Dog Park.

The project will enhance safety of existing uncontrolled marked crosswalks to improve connectivity of the City’s pedestrian network. The curb extensions, curb ramps, sidewalk gap closure, and new signals, PHB, and RRFB could potentially increase the potential number of people walking In addition, the project will also install new bicycle facilities along Lincoln Street (Class II) and Warburton Avenue (Class III) where none currently exist. These new facilities will connect to existing bicycle lanes on Monroe Street and existing projects that will add future bicycle lanes on Scott Blvd, El Camino Real, and Lafayette Street. The additional facilities will complete the bicycle network and promote bicycling to potentially reduce Vehicles Miles Traveled in the area. (See Attachment 10 for the Gap Closure map.)

Program
Category(ies)
Sponsors: please indicate in which program category(ies) you are applying.  Fix-it-First ☒ Complete Streets ☒ Safe Routes to School  Planning

e
One Bay Area Grant (OBAG 3) – County & Local Program
Santa Clara County Template Application Form (v1)
10 Project Cost & Funding

OBAG 3 Grant Request:

Total Grant Request $9,029,000

Project Cost & Schedule:

Project Phases Total Cost
Secured Funds Unsecured Funds Schedule
(Start dates:

Planned, Actual) Amount Fund Sources OBAG 3 Grant
Request
Remaining
Funding Needed
Planning/
Conceptual $0 $0 Secured fund sources, notes $0 $0 Fund source; notes.

Environmental
Studies (PA&ED) $88,000 $88,000 Gas Tax $0 $0 Planned start:

February 2024
Design
Engineering
(PS&E)
$667,000 $667,000 Gas Tax $0 $0 Planned start: June
2024
Right-of-way $88,000 $88,000 Gas Tax $0 $0 Fund source; notes.

Construction $10,866,000 $1,437,000 Gas Tax $9,029,000 $0 Planned start:

October 2025
Total $11,309,000 $2,280,000 $9,029,000 $0

Project Investment by Mode:

Mode Share of project
investment
Auto %
Transit %
Bicycle/Pedestrian 100%
Other %
Total 100%
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Attachment 2 – Potential Claims against the City Related to Housing Law – 4/11/2023

1. Housing Element Certification: The City is currently working through the Housing Element Update certification process. The City’s 6
th cycle Housing Element Update was
adopted by the City Council on January 31, 2023 and submitted to the state department of Housing and Community Development (HCD). HCD has indicated that they will have additional comments that need to be addressed by the City prior to their certification.

2. Comments on the City’s Housing Element: The law firm Farella, Braun & Martel, representing the Housing Action Coalition, has submitted a comment letter on the City’s adopted Housing Element alleging non-compliance with State Law. The City is addressing the Housing Action Coalition letter along with HCD’s second round of comments for resubmittal in the next 60 days.

Resolution/Certifying Compliance with Housing Laws Page 1 of 2 Rev: 11/22/17
RESOLUTION NO. _____

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA

TO COMPLY WITH STATE HOUSING LAWS

BE IT RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:

WHEREAS, the San Francisco region has the highest housing costs in the United States; and WHEREAS, the Bay Area produced less than 30% of the need for low - and moderate-income housing units from 2007-2014, and is on track to similarly underproduce low -income units during the 2015-2023 time period; and
WHEREAS, there are limited funding sources available to secure land for the construction of low- and moderate-income housing; and
WHEREAS, public lands can play a critical role in increasing the supply of land for affordable housing;
WHEREAS, accessory dwelling units (ADUs) and junior accessory dwelling units (JADUs) provide an important option to increase the availability and affordability of housing, especially in existing, lower density neighborhoods; and
WHEREAS, density bonuses are an effective tool to increase the financial feasibility of housi ng and incentivize the creation of affordable housing; and WHEREAS, the Metropolitan Transportation Commission adopted Resolution No. 4505 , outlining the programming policy and project selection criteria for the One Bay Area Grant Program (OBAG 3), including certain requirements to access these funds .

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

1. That the City agrees to comply with the terms of Surplus Land Act (California Government Code § 54220, et seq.), as exists now or may be amended in the future, including, but not limited to, AB 1255 (Rivas, 2019), which requires jurisdictions to compile and report annually an inventory of surplus lands to the California Department of Housing and Community Resolution/Certifying Compliance with Housing Laws Page 2 of 2 Rev: 11/22/17
Development;

2. That the City agrees to comply with state laws related to ADUs and JADUs, as they exist now or may be amended in the future, including, but not limited to California Government Code §§ 65852.150, 65852.2, 65852.22, et seq. and California Health & Safety Code § 17980.12;

3. That the City agrees to comply with state Density B onus Law (California Government Code § 65915, et seq.), as exists now or may be amended in the future; and

4. That the City warrants and represents that is in compliance with the aforementioned state housing laws and that except for those matters listed in Attachment 1, there are no claims, actions, suits, or proceedings pending to the best of the City’s knowledge, alleging violations of the state housing laws by the City.

5. 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, AT A REGULAR MEETING THEREOF HELD ON THE ___ DAY OF _________, 2023 , BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST: ______________________________

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA

Attachments incorporated by reference:

1. Potential Claims Against the City of Santa Clara Related to Housing Law

S:\Attorney\RESOLUTIONS\Form Resolution-City.doc
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-498 Agenda Date: 5/23/2023

REPORT TO COUNCIL

SUBJECT
Action on a Special Permit for a Private Concert Event at Stevens Stadium on the Santa Clara University Campus (CEQA: Class 23 Categorical Exemption - Normal Operations of Facilities for Public Gatherings)

COUNCIL PILLAR
Enhance Community Engagement and Transparency

BACKGROUND
Santa Clara University (University) is requesting a Special Permit to conduct its 57th Annual Golden Circle Theater Party on June 10, 2023 at Stevens Stadium (formerly named Buck Shaw Stadium) featuring a live performance by country music artist Brad Paisley. This is a long-standing scholarship fundraising event traditionally held by the University at the Center for Performing Arts and the Signia by Hilton Hotel (formerly the Fairmont Hotel) in downtown San Jose. The same event (an outdoor concert) was held at Stevens Stadium last year with City Council approval of a Special Permit. The shift to an outdoor concert from the previous indoor event was motivated as a response to the COVID pandemic. According to the University, this is the final year that the event is proposed to occur on the campus. Next year’s event is planned to return to downtown San Jose and held at the Center for Performing Arts and the Signia by Hilton Hotel.

The proposed outdoor concert is a temporary activity not covered by the Master Use Permit for the campus and; therefore, is subject to Section 18.60.030(b) of the Zoning Code requiring City Council approval of a Special Permit to allow the proposed concert to occur.

DISCUSSION
The Annual Golden Circle Theater Party is a private event coordinated by the University and attended by University donors, supporters and invited guests of the Board of Fellows that include faculty, staff, and students. An estimated 2,800 guests are expected to attend the event. The proposed concert is scheduled to occur from 8:30 p.m. to 9:45 p.m. The University has coordinated with their Campus Safety Officers and the Santa Clara Police Department for traffic control and parking, and a contracted Security company for added security staff. Parking for the event will be provided on the University campus and directed to the two parking garages closest to Stevens Stadium. A ride-share, drop-off area is located within close proximity to the stadium and is being promoted by the University for guest use. A campus map and description of the events and proposed operations are provided as Attachments 1 and 2, respectively. The City did not receive any complaints regarding last year’s outdoor event and staff expect that the proposed Conditions of Approval will address any potential concerns. The proposed Conditions of Approval are provided as Attachment 3. In alignment with the City’s General Plan and other policies, granting the Special Permit will further cultural activities within Santa Clara with no expected negative impacts.

City of Santa Clara Printed on 5/18/2023Page 1 of 2
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23-498 Agenda Date: 5/23/2023

ENVIRONMENTAL REVIEW
The proposed project is Categorically Exempt from the California Environmental Quality Act (“CEQA”) per Section 15323 (Class 23: Normal Operations of Facilities for Public Gatherings), which applies when a facility such as a racetrack, stadium, convention center has previously been used for the same or similar kind of activity, and there proposed use is not a change in the type of operation of the facility. Here, the proposed concert would be a temporary use of Stevens Stadium for a University held and attended event for fundraising, and there is a history of using the stadium for similar types of events, including a similar concert event held last year.

FISCAL IMPACT
There is no fiscal impact to the City for processing the requested application other than administrative staff time and expense typically covered by application fees by the applicant.

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

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

1. Approve the use of a Class 23 Categorical Exemption, and

2. Approve the Special Permit to allow a private concert event at Stevens Stadium on the Santa Clara University Campus, subject to conditions.

Reviewed by: Andrew Crabtree, Community Development
Approved by: Jōvan D. Grogan, City Manager

ATTACHMENTS

1. Campus Map

2. Project Description

3. Conditions of Special Permit Approval
City of Santa Clara Printed on 5/18/2023Page 2 of 2
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Project Description
On June 10, 2023, Santa Clara University will be holding it's 57th Annual Golden Circle Theatre Party. This long-established event is noted to be a premier event in the Valley, attended by University supporters and leaders in the community. Traditionally, this event takes place in downtown San Jose (the Center for Performing Arts and the former Fairmont Hotel). The Golden Circle skipped a year during COVID, and last year held the event on campus, knowing an indoor event would be difficult if not impossible. With the lingering pandemic, the Board of Fellows Executive Committee felt the guests would be more comfortable participating in an all­ outdoor venue, once again. (Next years event will return to downtown San Jose on January 27, 2024). In 57 years, this on-campus event will be the forth time the event is held on campus, in addition to the Super Bowl 50 Celebration with a Huey Lewis concert.

While this is a major fund raiser for the University with an expectation of raising almost $2 million in donations, it is also an opportunity to celebrate with the students, faculty and staff after the challenging covid years on campus.

Attendance counts:

There are currently 1420 guests registered for the event. (tickets range from $600 to $5,000 per ticket) Demographics for those who purchase the tickets range from 40 to 85 years old.

Anticipated student attendees (as guests of the Board of Fellows) is similar to last years count of just under 1,000.

Anticipated faculty and staff attendance are approximately 400 (also guests of the Board of Fellows)
This is a private event. Invitation only and not publicly advertised. Tickets and wristbands are required for all guests throughout the evening. Alcohol will not be sold but will be served with dinner and dessert.

Those arriving by car have been instructed and will be directed to park in the Parking Structures located on campus.

June 10, 2023 - Event Timeline
4:30 p.m. Mass taking place in the Mission Church
5:30 p.m. Dinner taking place in the Mission Gardens
7:15 p.m. Guests make their way to Stevens Stadium
8:15 p.m. - University President and Board Chair thank donors 8:30 p.m. to 9:45 p.m. - Concert featuring Brad Paisley 10:00 p.m. - Dessert and late-night buffet to area adjacent to stadium

SPECIAL PERMIT CONDITIONS OF APPROVAL

1. The applicant shall comply with all Zoning Ordinance regulations regarding temporary and permanent structures and shall obtain all necessary permits required by the City’s Building Inspection Division and Fire Department.

2. The applicant shall obtain Fire Marshal approval and comply with the Fire Department directives and requirements.

3. The Applicant shall coordinate ingress and egress to the North Parking Garage and main Parking Garage with the City of Santa Clara’s Traffic Engineer and traffic control with the Sant Clara Police Department in advance of the concert event.

4. This Special Permit allows event parking setup to begin up to 72 hours prior to the concert event.

5. The concert event shall comply with the City’s Noise Ordinance and not exceed 55dBa at the nearest offsite residential property line from the concert venue.

6. A University Liaison shall be designated to investigate and respond to noise complaints or issues arising during this event. The name and contact information of the University liaison shall be posted on signs clearly visible from the nearest public street right-of-way for the duration of activity.

7. The concert shall conclude no later than 10:00 p.m.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-636 Agenda Date: 5/23/2023

REPORT TO COUNCIL

SUBJECT
Action to Approve Modifications to Existing Code Enforcement Technician (Job Code 329) Class Specification

COUNCIL PILLAR
Manage Strategically Our Workforce Capacity and Resources

BACKGROUND
Sections 4 and 6 of the Personnel and Salary Resolution require City Council approval of new or revised classifications. The proposed Council action satisfies these applicable requirements.

DISCUSSION
The Human Resources Department coordinated with the Community Development Department, the Water and Sewer Utilities Department, and Department of Public Works to modify the Code Enforcement Technician (Job Code 329) class specification. The proposed modifications to the class specification add language to specify that the position is an entry level technical classification in the Code Enforcement Series; and differentiates the classification from the Code Enforcement Officer, in that the latter is the supervisory position performing more complex work. Additional proposed modifications include outlining the specific job duties performed when assigned to the Water and Sewer and Public Works departments, as well as various minor administrative revisions.

Code Enforcement Technician (Job Code 329)
- with an annual salary range of $82,275.72 -
$104,836.68. An incumbent in this classification is responsible for performing administrative and field duties of routine to moderate complexity in the inspection, investigation, and resolution of violations of building codes, city codes and ordinances pertaining to land use, environmental conditions, zoning, potable water, recycled water, wastewater collection, storm- water pollution control, hazardous material inspection, and related areas of the Department assigned.

These modifications were approved by the Civil Service Commission on May 8, 2023.

The requested approval does not modify the salary ranges for the class specification.

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(b)(5) in that it is a governmental organizational or administrative activity that will not result in direct or indirect changes in the environment.

City of Santa Clara Printed on 5/18/2023Page 1 of 2
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23-636 Agenda Date: 5/23/2023

FISCAL IMPACT
There is no fiscal impact to revise class specifications.

COORDINATION
This report has been coordinated with the Finance Department and City Attorney’s Office.

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
Approve modifications to existing Code Enforcement Technician (Job Code 329) class specification.

Reviewed by: Aracely Azevedo, Director, Human Resources Approved by: Jōvan D. Grogan, City Manager

ATTACHMENTS

1. Class Specification (clean), Code Enforcement Technician (Job Code 329)

2. Class Specification (track changes), Code Enforcement Technician (Job Code 329) City of Santa Clara Printed on 5/18/2023Page 2 of 2
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Rev.04/2023

CITY OF SANTA CLARA, CALIFORNIA

CLASS SPECIFICATION

TITLE: CODE ENFORCEMENT TEHCNICIAN (JOB CODE 329)

DEPARTMENT ACCOUNTABLE TO FLSA STATUS
Various Varies Non-Exempt

CLASS SUMMARY
The Code Enforcement Technician is an entry-level technical classification in the Community Development Department, Water and Sewer Utilities Department, and Department of Public Works. An incumbent in this classification is responsible for performing administrative and field duties of routine to moderate complexity in the inspection, investigation, and resolution of violations of building codes, city codes and ordinances pertaining to land use, environmental conditions, zoning, potable water, recycled water, wastewater collection, storm-water pollution control, hazardous material inspection, and related areas of the Department assigned. Performs related duties as assigned.

DISTINGUISHING CHARACTERISTICS
Code Enforcement Technician is the entry-level classification in the Code Enforcement Series.

Incumbents in this classification are responsible for performing routine duties and tasks under general supervision. This classification differs from the Code Enf orcement Officer, in that the latter is the supervisory position performing more complex work. An employee works under immediate supervision while learning job duties but is expected to work with a greater degree of independence upon completion of the probationary period. The

MINIMUM QUALIFICATIONS

EDUCATION AND EXPERIENCE

• Graduation from high school or possession of a GED; and • Three (3) years of increasingly responsible office and/or field experience that involves extensive public contact

ACCEPTABLE SUBSTITUTION
None.

LICENSES /CERTIFICATIONS
Possession of a valid California Class C driver's license is required at time of appointment.

DESIRABLE QUALIFICATIONS
For positions in the Community Development Department:
• Experience in building construction, inspection or investigation, or an Associate degree in building construction or a related field, is desirable. • Experience in planning, zoning, civil engineering or architecture is desirable.

For positions in the Water and Sewer Utilities Department:
• Experience in potable water, recycled water and wastewater collection utilities is desirable.

CODE ENFORCEMENT TECHNICIAN (329)

For positions in the Department of Public Works:
• Experience in planning, storm-water pollution control, hazardous material inspection, civil engineering, or architecture is desirable.

OTHER REQUIREMENTS
• May be required to occasionally work evenings and weekends. • Must be able to perform all of the essential functions of the job assignment.

TYPICAL DUTIES

This description may not include all the duties listed below, nor do the examples cover all duties that may be performed.

Under immediate supervisor, the incumbent will:
• Receive complaints of code violations from the public, City staff, and others; • Conduct field surveys, inspections, and investigations to determine compliance with codes and locate unlicensed activities;
• Evaluate information pertaining to applicable codes and ordinances and recommends appropriate course of action;
• Contact responsible parties, issues notices and citations, initiates other corrective action, and follows-up to ensure compliance with codes and ordinances; • Perform field work to post notices and distribute materials; • Coordinate compliance enforcement with City departments and external regulatory agencies;
• Respond to general inquiries from the public, City staff, and others, interpreting and explaining City codes, ordinances, policies, and procedures pertaining to code enforcement;
• Review development proposals and plans to ensure compliance with the City’s codes and ordinances; makes recommendations to management;
• Establish and maintain thorough and accurate files, logs, and records pertaining to code violations; researches and reviews data;
• Prepare written reports, recommendations, and correspondence; • Oversee the work of administrative clerical staff in the performance of supporting activities;
• Prepare case information for legal proceedings;
• May act as City representative and present evidence;
• May prepare and give presentations to groups; and
• Perform other related duties as assigned.

When assigned to the Water and Sewer Utilities Department:
• Performs sampling of potable, recycled, and wastewater for various constituents; and • Assists with review of development plans and inspections for recycled water projects and food service establishments and other facilities to determine compliance with applicable City, State, and Federal rules and regulations

CODE ENFORCEMENT TECHNICIAN (329)

When assigned to the Department of Public Works:
• Interpret and enforce applicable sections of the City Municipal Regional Stormwater National Pollutant Discharge Elimination System Permit; • Represent the City at various Santa Clara Valley Urban Runoff Pollution Prevention Program subcommittees;
• Interpret and enforce Cleanup Campaign set-out rules and regulations; • Perform rapid trash assessments; and
• Serve as site coordinator for volunteer waterway cleanup events

KNOWLEDGE, SKILLS, & ABILITIES

Knowledge of:
• Federal, State, and local laws, codes, and ordinances pertaining to the Department assigned;
• Generally accepted practices and procedures applicable to the Department assigned; • Database and records management practices and procedures; and • English grammar, spelling, and punctuation.

Ability to:
• Operate a variety of standard office equipment including a Windows-based personal computer and word processing, spreadsheet, and database software; • Perform basic arithmetic computations with accuracy;
• Communicate clearly and effectively, both orally and in writing; • Interpret and explain blueprints, plans, drawings and specifications; • Effectively handle multiple priorities and organize workload under deadline pressures; • Follow written and oral instructions and directions;
• Evaluate situations, identify problems, and exercise sound independent judgment within established guidelines;
• Establish and maintain effective working relationships with those contacted in the course of work;
• Tactfully gain the cooperation and compliance of individuals and organizations; • Work in a team-based environment and achieve common goals; • Walk or stand for extended periods of time and bend, stoop, crawl, climb, and lift as necessary to perform inspections; and
• Identify color, illumination, and materials normally used in construction.

SUPERVISION RECEIVED
Receives general supervision from the Department Head, Division Manager or other supervisor as assigned.

SUPERVISION EXERCISED
May provide technical supervision to clerical and temporary employees as assigned.

CONFLICT OF INTEREST
CODE ENFORCEMENT TECHNICIAN (329)

Incumbents in this position are required to file a Conflict of Interest statement upon assuming office, annually, and upon leaving office, in accordance with City Manager’s Directive 100.

CLASSIFICATION HISTORY
Established 03/2007; Rev. 09/2015; Rev. 04/2023
Rev.04/2023

CITY OF SANTA CLARA, CALIFORNIA

CLASS SPECIFICATION

TITLE: CODE ENFORCEMENT TEHCNICIAN (JOB CODE 329)

DEPARTMENT ACCOUNTABLE TO FLSA STATUS
Various Varies Non-Exempt

Description CLASS SUMMARY
The Code Enforcement Technician is an entry-level technical classification in the Community Development Planning and Inspection Department, Water and Sewer Utilities Department, and Department of Public Works Department/Storm Drain Division. An incumbent in this classification is responsible for performing administrative and field duties of routine to moderate complexity in the inspection, investigation, and resolution of violations of building codes, city codes and ordinances pertaining to land use, environmental conditions, zoning, potable water, recycled water, wastewater collection, storm-water pollution control, hazardous material inspection, and related areas of the Department assigned. An employee works under immediate supervision while learning job duties, but is expected to work with a greater degree of independence upon completion of the probationary period. Performs related duties as assigned.

DISTINGUISHING CHARACTERISTICS
The Code Enforcement Technician is the entry-level classification in the Code Enforcement Series.

Incumbents in this classification are responsib le for performing routin e duties and tasks under general supervision. This classification differs from the Code Enfo rcement Officer, in that the latter is the supervisory position performing more complex work. An employee works under immediate supervision while learning job duties, but is expected to work with a greater degree of independence upon completion of the probationary period.

MINIMUM QUALIFICATIONS

EDUCATION AND EXPERIENCE
At time of application, any combination of education and experience equivalent to:
• Graduation from high school or possession of a GED; and • Three (3) years of increasingly responsible office and/or field experience that involves extensive public contact

ACCEPTABLE SUBSTITUTION
None.

LICENSES AND/OR /CERTIFICATIONS
Possession of a valid California Class C driver's license is required at time of appointment.

DESIRABLE QUALIFICATIONS
For pPositions in the Community Development Depart ment Planning and Inspection Department/Building Inspection Division:
• Experience in building constr uction, inspection or investigati on, or an Associate degree in building construction or a related field, is desirable.

For Positions in the Planning and Inspection Department/Planning Division CODE ENFORCEMENT TECHNICIAN (329)