Staff has identified a range of residents and stakeholders within the community that have been closely following the El Camino Real Specific Plan process and who have confirmed their interested in being appointed to the ECR CAC. Per the City's schedule with Raimi and Associates, staff anticipates scheduling the first ECR CAC meeting for early February 2018 to not cause any delay to the Specific Plan schedule. MTC recommends that the committee be made up of 15-20 members to allow the group to discuss necessary topics in a timely manner and reach consensus on recommendations for the overall Specific Plan process. The committee will be time limited to the duration of the Specific Plan and will meet four times. • ECR CAC Meeting 1 (anticipated February, 2018): The ECR CAC will be introduced to the project, review the Community Engagement Strategy, review existing conditions along the corridor and preview the first community workshop.
• ECR CAC Meeting 2 (Spring, 2018): At the second meeting, the ECR CAC will review and discuss vision/guiding principles and potential plan scenarios and provide input on preferred direction as well as preview the second community workshop. • ECR CAC Meeting 3 (Fall, 2018): The ECR CACA will review and provide input on the preferred alternative, plan framework and Draft Plan as well as preview the third community workshop.
• ECR CAC Meeting 4 (Winter, 2018-2019): At the last meeting, the ECR CAC will review the Draft Plan and provide input on any refinements or additional details as necessary.
Staff is seeking concurrence from the Council to convene the El Camino Real Community Advisory Committee (ERC CAC) with the proposed list of community representatives. These community members are intended to represent a wide variety of interests and concerns reflective of the Santa Clara community. A short biography for each proposed committee member has been included as Appendix A
ADVANTAGES AND DISADVANTAGES OF ISSUE
Forming a CAC is a required action per the City's agreement with MTC, but also a beneficial means of gaining community input. City Council concurrence with the proposed CAC will allow the Specific Plan process to continue on schedule. It is important that the process provides ample opportunity for community participation, but also be completed in a timely manner so that new development may be evaluated for consistency with the Specific Plan. The Specific Plan process will include ample opportunities for other members of the community beyond those on the CAC to participate. The proposed CAC membership reflects a wide variety of community viewpoints and community members who are willing to commit to being a part of the CAC process. A more formal nomination/selection process would delay the project schedule and may not result in as a diverse a group of community representatives.
ECONOMIC/FISCAL IMPACT
There is no additional cost to the City beyond what has been anticipated and budgeted as part of the Specific Plan process. The cost of administrating the ECR CAC meetings is including in the overall scope and contract with Raimi Associates and, as currently proposed, will not add any additional costs.
Subject: Report for Action on the El Camino Real Community Advisory Committee
RECOMMENDATION
That the Council note and file the proposed list of resident and com_munity stakeholders for the El Camino Real Specific Plan Community Advisory Committee (identified in Appendix A) which is anticipated to convene in early February 2018.
Anarew Crabtree
Director of Community Development
APPROVED:
D~ a ~
City Manager
Documents Related to this Report:
1) Proposed list of El Camino Real Community Advisory Committee Members l:\PLANN/NG\Advance Planning\Specific Plans\E/ Camino Area Plan\CC 1.23. 18\Agenda Report CC 1.23.18- ECR Community Advisory Committee. Doc Attachment 1
Appendix A: Proposed List of El Camino Real Community Advisory Committee Members Local Stakeholders
1. Planning Commissioner (Suds Jain): Suds Jain was appointed to the ECR CAC at the Planning Commission meeting on December 20, 2017. In addition to his service on the City of Santa Clara Planning Commission and Architectural Committee, Suds Jain has been involved in the Grand Boulevard Initiative and led a few of the El Camino Real Walking tours hosted by Greenbelt Alliance and local residents.
2. Santa Clara Chamber of Commerce (Nick Kaspar, Interim Director): The Santa Clara Chamber of Commerce advocates for the interests of businesses within the City and is committed to making Santa Clara a place where business can succeed and prosper.
3. Korean American Chamber of Commerce (Ken Kim): The Korean American Chamber of Commerce promotes and advocates for healthy growth and development for Korean American business in Silicon Valley.
4. Santa Clara Old Quad Residents' Association (Adam Thompson, President): The Santa Clara Old Quad Residents' Association advocates preservation of the substantial historical heritage of the neighborhood, with close proximity to the El Camino Real focus area, to bring a strong sense of community spirit and promote high-quality environment for all.
5. Vikas Gupta (Santa Clara Resident): Vikas Gupta is a local resident that has been involved in community groups such as Catalyze SV and led one of the El Camino Real Santa Clara walking tours hosted,by Greenbelt Alliance and local residents. Vikas has shown interest in helping guide the El Camino Real Specific Plan process.
6. Marie Mayer (Santa Clara Resident): Marie Mayer is a Santa Clara resident that lives within close proximity to the El Camino Real and attended one of the City's Pop-Up Workshops for the El Camino Real. Previously, she has had some involve in the Old Quad Resident Association and has shown interest in a commitment to helping shape the Specific Plan process.
7. Howard Myers (Santa Clara Resident): Howard Myers is a longtime resident of Santa Clara and has been active in community efforts to influence the growth of Santa Clara in a positive way. Howard has lived a few hundred feet from El Camino for over 30 years and has been following the ECR Specific plan closely. Howard has participated in several city pop-ups and took part in a walking tour to gain familiarity with the process.
8. Meagan Mujushi (Santa Clara Resident): Meagan Mujushi chose Santa Clara as her home 7 years ago. Having lived both abroad, and in neighboring cities, she has firsthand experience of great (and not so great) urban spaces that encourage outdoor lifestyles. She has a personal interest in community Attachment 1
connectivity, outdoor space, urban walking and bike riding. Meagan works in marketing for a software company in Redwood Shores.
9. Shanti Dickson (Santa Clara Resident): Shanti Dickson is a 17 year Santa Clara resident. She and her school-aged sons have been involved in organizing neighborhood community, writing opinion pieces and advocating at City Council meetings for a progressive, balanced development plan that is beneficial to both new and long-time residents of all ages.
Regional Stakeholders
10. Greenbelt Alliance (Matthew Vander Sluis, Deputy Director): Greenbelt Alliance advocates for, provides expertise on, and builds support behind public policy and planning that supports open space conservation and smart growth in communities across the Bay Area.
11. Building Industry Association (BIA), Bay Area (Dennis Martin): BIA Bay Area is a non-profit association that advocates at the local, regional and state level in support of an adequate supply of quality homes for people of all income levels. BIA's 400-plus members include home builders, trade contractors, suppliers and residential development industry professionals.
12. NAIOP Commercial Real Estate Development Association (Pat Sausedo, Executive Director): NAIOP represents the commercial real estate industry and advocates at the local, regional and state level for its members including developers, owners, and investors of office, industrial, retail and mixed use real estate.
13. Silicon Valley Biking Coalition (Shiloh Ballard, Executive Director): The Silicon Valley Biking Coalition is committed to creating healthy community, environment and economy through bicycling for people who live, work or play in Santa Mateo and Santa Clara County.
14. Silicon Valley Leadership Group (Nathan Ho, Senior Director Housing and Community Development): The Silicon Valley Leadership Group is a public policy trade association that advocates for the economic health and quality of life in Silicon Valley, including education, energy, environment, health, housing, tax policies, tech and innovation and transportation.
15. Silicon Valley at Home (Pilar Lorenzana, Deputy Director): Silicon Valley at Home is a membership organization that advocates for policies, programs, land use and funding that lead to an increased supply of affordable housing.
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-185 Agenda Date: 3/7/2023
REPORT TO COUNCIL
SUBJECT
Action on the Agreement with Raimi & Associates, Inc. for Consultant Services to Revise the El Camino Real Specific Plan Draft
COUNCIL PILLAR
Promote and Enhance Economic, Housing and Transportation Development
BACKGROUND
The City’s last General Plan Update in 2010 designated the El Camino Real corridor as a Focus Area for the City’s growth, primarily through the development of new midrise (three to five story) residential and mixed-use construction with the goal of transforming the corridor from low-intensity, autooriented uses to a more intensive, pedestrian-friendly urban environment. Redevelopment of the corridor is intended to provide new housing capacity while also retaining a significant amount of commercial use. Unlike other General Plan Focus Areas, the General Plan did not require preparation of a Specific Plan for the El Camino Real Corridor, so that new residential development could immediately proceed, helping the City to conform to State Housing Element requirements.
As the housing market recovered in the early 2010s, more than a dozen housing projects moved forward, resulting in the construction of over 1,000 housing units along El Camino Real. As this development was implemented, many community members expressed concerns with the potential impacts of this increased density, including aesthetics, traffic and crowding of services. In response to these concerns, in 2017, the City Council directed staff to prepare the El Camino Real Specific Plan to provide the community with an opportunity to give input and establish more detailed land use policies and design standards for new construction along the corridor. The City selected a consultant, Raimi + Associates, through an RFP process to assist with the preparation of the Specific Plan and appointed a Community Advisory Committee to provide stakeholder input to guide the planning process. Through the community planning process, community members also expressed a desire to modify El Camino Real to add bicycle lanes. The Specific Plan will accordingly provide policy direction for new land development along the El Camino Real corridor, as well as for the future use of the El Camino Real road right-of-way.
2021 Draft Specific Plan
Staff worked with community members and a City Council appointed Community Advisory Committee to prepare an El Camino Real Specific Plan. Elements of the draft Plan, including the proposed land uses and densities, were presented to the City Council for input and direction periodically throughout the planning process, including at a study session in March 2021. A draft Specific Plan, including land uses as recommended by the Community Advisory Committee and consistent with prior Council direction, was presented for City Council adoption at the June 15, 2021 City Council meeting. A key component of the draft Specific Plan would have replaced the two General Plan designations City of Santa Clara Page 1 of 4 Printed on 3/2/2023
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currently applied to most properties along the corridor (Community Mixed-Use 20-36 du/ac and Regional Mixed-Use 37-50 du/ac) with three finer-grained, more urban designations (Corridor Residential 16-45 du/ac, Corridor Mixed Use 45-65 du/ac and Regional Commercial Mixed Use “Activity Centers” 55-100 du/ac).
Although the proposed land use plan and land use designations had been previously reviewed and supported by the City Council, at the conclusion of the City Council’s consideration of the item, the Council directed staff to significantly modify the proposed General Plan Land Use Designations for the Specific Plan so that the maximum heights for the three land use designations would be two, three, and four stories, respectively, and to modify the allowed densities to correspond to these heights.
On July 6, 2021, staff returned to the City Council to provide additional information, and possible alternatives, and requested direction on the next steps for the El Camino Real Specific Plan. Staff explained that the revised height limits would likely correspond to significant reductions in land density from what had been studied in the project Environmental Impact Report (EIR) and require additional funding for CEQA analysis. Based upon discussions with the City’s consultant, staff projected that this would require a General Fund appropriation of $200,000 to support preparation of a Vehicle Miles Traveled (VMT) analysis and recirculation of the EIR, economic feasibility analysis, and the rewriting of development standards for the Plan. Staff also explained that several projects that had been waiting to make use of the completion of the Specific Plan CEQA analysis would be delayed while they prepared their own CEQA analysis or wait for the completion of the City’s process.
Staff presented four options for the Council to consider:
1. Proceed with a significant modification of the Specific Plan, including revision to and recirculation of the project EIR, extending the schedule into 2022 and requiring additional budget appropriation.
2. Proceed with an alternative that would significantly reduce the Specific Plan density but not below a density that would allow use of the current EIR;
3. Discontinue preparation of the Specific Plan; or
4. Prepare City initiated CEQA analysis to support pending project applications.
The Council voted to direct staff to proceed with option 1, modification of the Specific Plan to include the height limits as previously directed by the City Council.
During the City Council discussion on July 6, 2021, some Councilmembers indicated that adoption of objective design standards for the El Camino Real corridor continues to be an important City priority and asked staff if there were alternative ways to adopt such standards. Councilmembers also indicated continued support for the removal of on-street parking in order to create bicycle lanes along the corridor.
On September 28, 2021 staff presented to the City Council two alternatives for revisions to the El Camino Real Specific Plan:
1. Preparation of a new Specific Plan based upon the lower densities directed by City Council; or
2. Implementation of the prior City Council direction through a Roadway Plan and Rezoning.
In this presentation, staff explained that further discussions with the City’s consultant and the need to employ a contract planner to oversee the preparation of, essentially, a new Specific Plan would require a budget appropriation of $900,000. Staff suggested that for significantly lower cost, the City City of Santa Clara Page 2 of 4 Printed on 3/2/2023
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could achieve the objectives of implementing changes to El Camino Real to add bicycle lanes and the adoption of objective design standards through adoption of a Roadway Plan and rezoning of the El Camino Real properties without adoption of a Specific Plan. At the conclusion of the Council’s discussion, the Council directed staff to proceed with the preparation of the new, reduced density Specific Plan while also continuing to consider the original Specific Plan and to prepare economic feasibility analyses for both alternatives. The City Council did not however, at that time, approve an accompanying amendment to the City’s budget to fund the work. 2022 City Council Action
In June 2022, as part of the adoption of the FY 2023-2024 Capital Improvement Program (CIP) Budget, the City Council approved funding of $1.0 million for staff to proceed with preparation of the reduced density Specific Plan for El Camino Real and directed staff to return to the City Council with alternatives for the scope of the Specific Plan work, including consideration for how to reduce the overall cost.
In September 2022, the City Council directed staff to prepare a significantly modified Specific Plan that retains enough density and elements (e.g., a range of densities that support mixed-use) of the prior Specific Plan so as to be consistent with the prior draft EIR, do an economic study and to include the activity zones with building heights of up to 6 stories as proposed in the 2021 draft Specific Plan, continue consideration of the 2021 draft Specific Plan, and to prepare an economic feasibility analysis of both Plans.
DISCUSSION
In response to the Council action of September 13, 2022, staff worked with consultant Raimi & Associates, Inc. to develop a scope to carry out the direction of the City Council.
As proposed, the attached scope would produce a modified version of the Specific Plan that reduces density, but not below an overall density of 35 units/acre. Raimi & Associates will analyze sites along the corridor that should be redesignated at a lower density (townhomes) based on lot conditions and adjacencies to single-family neighborhoods. This task will result in a revised draft Land Use Map for the corridor with four land use designations:
· Corridor Residential - Townhouse (12-25 du/acre)
· Corridor Residential (26 - 45 du/acre)
· Corridor Mixed-Use (46 - 65 du/acre)
· Regional Commercial Mixed-Use (55 - 100 du/acre)
Because the City Council did not certify the previously prepared Environmental Impact Report (EIR) document in 2021, the revised plan will go through the CEQA process again, including a new Notice of Preparation and the circulation of the EIR. Revisions will focus on changes to the regulatory requirements, changes to the existing conditions, and updates to the analysis. A supplemental traffic impact analysis is also included in the scope.
The cost of this Agreement is $370,371, including a $25,000 contingency, which is below the $1.0 million allocated in the Capital Improvement Project (CIP) Budget. The attached agreement includes a provision to allow for subsequent amendments to the agreement to be executed administratively by City of Santa Clara Page 3 of 4 Printed on 3/2/2023
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the City Manager, subject to appropriation of funds.
ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(a) as it has no potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment.
FISCAL IMPACT
The Capital Improvement Project (CIP) Budget includes a $1,000,000 allocation in the General Government Capital Fund for the El Camino Real Specific Plan project. The $370,371 cost of this agreement will be fully funded by that budget resulting in significant savings with the remaining allocation.
COORDINATION
This report has been coordinated with the Finance Department and 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]>.
RECOMMENDATION
1. Authorize the City Manager to execute the Agreement with Raimi & Associates, Inc. to revise the El Camino Specific Plan Draft for a maximum compensation not to exceed $370,371;
2. Authorize the City Manager to execute amendments to the Agreement including increasing maximum compensation and extending the term as may be required to complete the El Camino Specific Plan, subject to the annual appropriation of funds.
Reviewed by: Andrew Crabtree, Director of Community Development Approved by: Office of the City Manager
ATTACHMENTS
1. Agreement with Raimi & Associates, Inc.
City of Santa Clara Page 4 of 4 Printed on 3/2/2023
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Agreement with Raimi & Associates, Inc. Page 1
Rev. 07-01-18
EBIX Insurance No. S200003708
AGREEMENT FOR SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
RAIMI & ASSOCIATES, INC.
PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Raimi & Associates, Inc., a California corporation (Consultant). City and Consultant may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”
RECITALS
A. City desires to secure the services more fully described in this Agreement, at Exhibit A, entitled “Scope of Services”;
B. Consultant represents that it, and its subconsultants, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.
The Parties agree as follows:
AGREEMENT TERMS AND CONDITIONS
1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between City and Consultant shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:
Exhibit A – Scope of Services
Exhibit B – Schedule of Fees
Exhibit C – Insurance Requirements
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions Agreement with Raimi & Associates, Inc. Page 2
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of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.
2. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on March 8, 2023 and terminate on December 31, 2025.
3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Consultant shall perform those Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence.
4. WARRANTY
Consultant expressly warrants that all materials and services covered by this Agreement shall be fit for the purpose intended, shall be free from defect and shall conform to the specifications, requirements and instructions upon which this Agreement is based. Consultant agrees to promptly replace or correct any incomplete, inaccurate or defective Services at no further cost to City when defects are due to the negligence, errors or omissions of Consultant. If Consultant fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Consultant for the cost incurred by City.
5. QUALIFICATIONS OF CONSULTANT - STANDARD OF CARE
Consultant represents and maintains that it has the expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Consultant’s representations regarding its skills and knowledge. Consultant shall perform such Services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.
6. COMPENSATION AND PAYMENT
In consideration for Consultant’s complete performance of Services, City shall pay Consultant for all materials provided and Services rendered by Consultant in accordance with Exhibit B, entitled “SCHEDULE OF FEES.” The maximum compensation of this Agreement is three hundred seventy thousand three hundred seventy-one dollars ($370,371), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall Agreement with Raimi & Associates, Inc. Page 3
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be at Consultant’s expense. Consultant shall not be entitled to any payment above the maximum compensation under any circumstance.
7. TERMINATION
A. Termination for Convenience. City shall have the right to terminate this Agreement, without cause or penalty, by giving not less than Thirty (30) days’ prior written notice to Consultant.
B. Termination for Default. If Consultant fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Consultant.
C. Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Consultant will deliver to City all City information or material that Consultant has in its possession.
8. ASSIGNMENT AND SUBCONTRACTING
City and Consultant bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of City. Consultant shall not hire subconsultants without express written permission from City.
Consultant shall be as fully responsible to City for the acts and omissions of its subconsultants, and of persons either directly or indirectly employed by them, as Consultant is for the acts and omissions of persons directly employed by it.
9. NO THIRD PARTY BENEFICIARY
This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.
10. INDEPENDENT CONSULTANT
Consultant and all person(s) employed by or contracted with Consultant to furnish labor and/or materials under this Agreement are independent Consultants and do not act as agent(s) or employee(s) of City. Consultant has full rights to manage its employees in their performance of Services under this Agreement.
11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed Agreement with Raimi & Associates, Inc. Page 4
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or received by or for Consultant and all other written information submitted to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant and shall not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Consultant which is otherwise known to Consultant or becomes generally known to the related industry shall be deemed confidential.
12. OWNERSHIP OF MATERIAL
All material, which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, designs, technology, programming, works of authorship and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of City but Consultant may retain and use copies thereof. City shall not be limited in any way or at any time in its use of said material. However, Consultant shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties.
13. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT
City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Consultant for the purpose of verifying any and all charges made by Consultant in connection with Consultant compensation under this Agreement, including termination of Consultant. Consultant agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City. Consultant shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.
Consultant shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Consultant agrees to assist City in meeting City’s reporting requirements to the State and other agencies with respect to Consultant’s Services hereunder.
14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Consultant agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney’s fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner Agreement with Raimi & Associates, Inc. Page 5
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arising from, or alleged to arise in whole or in part from, or in any way connected with the Services performed by Consultant pursuant to this Agreement – including claims of any kind by Consultant’s employees or persons contracting with Consultant to perform any portion of the Scope of Services – and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.
B. Consultant’s obligation to protect, defend, indemnify, and hold harmless in full City and City’s employees, shall specifically extend to any and all employment-related claims of any type brought by employees, Consultants, subconsultants or other agents of Consultant, against City (either alone, or jointly with Consultant), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.
C. To the extent Consultant is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act (“Act”) and/or any other similar federal or state law, Consultant warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless City for any penalties, fines, adverse rulings, or tax payments associated with Consultant’s responsibilities under the Act.
15. INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth in Exhibit C, Consultant shall provide and maintain in full force and effect, at no cost to City, insurance policies as set forth in Exhibit C.
16. WAIVER
Consultant agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City’s review, acceptance nor payments for any of the Services required under this Agreement shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.
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17. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:
City of Santa Clara
Attention: Planning Division
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected]
And to Consultant addressed as follows:
Alessandra Lundin
Raimi & Associates
1900 Addison Street, Suite 200
Berkeley, CA 94704
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.
An e-mail transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.
18. COMPLIANCE WITH LAWS
Consultant shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to “The Code of the City of Santa Clara, California” (“SCCC”). In particular, Consultant’s attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Consultant has read and agrees to comply with City’s Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).
19. CONFLICTS OF INTEREST
Consultant certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Consultant and that no person associated with Consultant has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Consultant is familiar with the provisions of California Government Code section 87100 and Agreement with Raimi & Associates, Inc. Page 7
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following, and certifies that it does not know of any facts which would violate these code provisions. Consultant will advise City if a conflict arises.
20. FAIR EMPLOYMENT
Consultant shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.
21. NO USE OF CITY NAME OR EMBLEM
Consultant shall not use City’s name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.
22. GOVERNING LAW AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.
23. SEVERABILITY CLAUSE
In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.
24. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties to this Agreement.
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25. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.
CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated:
Office of the City Attorney
City of Santa Clara Office of the City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”
RAIMI & ASSOCIATES, INC.
a California corporation
Dated:
By (Signature):
Name:
Title:
Principal Place of
Business Address:
Email Address:
Telephone: ( )
Fax: ( )
“CONSULTANT”
Agreement with Raimi & Associates, Inc. /Exhibit A-Scope of Services Page 1 Rev. 07-01-18
EXHIBIT A
SCOPE OF SERVICES
The Services to be performed for the City by the Consultant under this Agreement are set forth in the attached “Revisions to the El Camino Real Specific Plan Draft” dated February 9, 2023.
Berkeley
1900 Addison St, Suite 200
Berkeley, CA 94704
510.666.1010
Los Angeles
706 South Hill Street, 11th Floor
Los Angeles, CA 90014
www.raimiassociates.com 213.599.7671
Revisions to the El Camino
Real Specific Plan Draft
City of Santa Clara
City of Santa Clara - ECRSP | February 9, 2023
Berkeley
1900 Addison St, Suite 200
Berkeley, CA 94704
510.666.1010
Los Angeles
706 South Hill Street, 11th Floor
Los Angeles, CA 90014
www.raimiassociates.com 213.599.7671
Simran Malhotra, AICP, Assoc. AIA
Principal
[email protected] | 213.599.7671
1. City of Santa Clara - Revisions to the ECRSP | Scope of Work
Dear Ms. Xavier,
On behalf of Raimi + Associates (R+A), we are pleased to submit this proposal for updating the El Camino Real Specific Plan (Specific Plan) and accompanying environmental analysis for the City of Santa Clara. To assist with this project, we are joined by other team members who had worked with R+A on the original Specific Plan project. These team members include:
• Van Meter Williams Pollack (VMWP), Urban Design and Architects • Keyser Marston Associates, Economics and Financial Feasibility • Fehr & Peers, Inc., Traffic Analysis
• David J. Powers & Associates (Powers), Environmental Review In June 2021, the City of Santa Clara City Council considered and rejected the Draft El Camino Real Specific Plan, directing City staff to significantly modify the document with reduced residential densities and heights across the plan area. After consideration of different options in September 2022, the City Council directed staff to revise the Specific Plan to reduce residential densities in selected parts of the plan area. As such, revised Vision, an updated land use map, and modified development and design regulations for development types at the new densities will be prepared. It is our understanding that the transportation improvements identified in the original Specific Plan will not change.
The City Council did not certify the previously prepared Environmental Impact Report (EIR) document in 2021 after completion of the California Environmental Quality Act (CEQA) process. As a result, the revised plan will be required to go through the CEQA process again. No tiering from the previous EIR would be possible because the EIR was not certified. While some of the EIR sections can remain the same, others will need to be updated as described in the attached scope. The traffic study will also need to be revised. The City of Santa Clara Public Works Department staff has suggested that the revised Specific Plan meets the criteria for Transit Supportive Projects and would not require a VMT analysis per the City’s Transportation Analysis Policy.
We expect to work closely with City staff, tapping into their expertise about the community and decisionmaker goals, and the best ways to achieve success. We see City staff as partners in the process and have set up a management and communication process to ensure a high level of collaboration. Please review our proposal and let us know if you have any questions. We look forward to hearing from you and discussing how we can work together on this exciting project.
Sincerely,
Alessandra Lundin
Associate
[email protected] | 510.944.0161
Berkeley
1900 Addison St, Suite 200
Berkeley, CA 94704
510.666.1010
Los Angeles
706 South Hill Street, 11th Floor
Los Angeles, CA 90014
www.raimiassociates.com 213.599.7671
1. Scope of Work
The following work plan outlines the proposed scope of work. R+A will collaborate with staff to finalize the scope of work and schedule. The work plan assumes a 12-month process.
Task 1: Project Initiation & Management
Task 1.1 - Project Kick Off Meeting
R+A will attend a an in-person kick-off meeting with City staff to establish a mutual understanding of what has occurred since the plan was put on hold, discuss expectations, and lay out project milestones, meeting times, public workshops, and deliverables.
Task 1.2 - Monthly Conference Calls / Project Coordination R+A will hold monthly conference calls with staff to discuss project coordination and content topics, approximately one hour each. R+A’s project manager or a designated representative will be on each call. R+A will maintain an online document outlining agendas and meeting notes.
Task 1 Deliverables
• Agenda and action notes for one (1) kick-off meeting with staff • Agendas and action notes for monthly conference calls (R+A: ~12+ meetings) Task 2: Background Analysis
Task 2.1 - Data Gathering and Review
R+A will gather data and analyze existing documents and plans, including recent policy guidance from the PC/CC and recently approved/constructed residential and mixed-use projects along the corridor. City staff will provide R+A with all existing documents that would be useful during the evaluation phase.
Task 2.2 – Site Analysis + Land Use Map Revisions
R+A will analyze sites along the corridor that should be redesignated at a lower density (townhomes) based on lot conditions and adjacencies to single-family neighborhoods. This task will result in a revised draft Land Use Map for the corridor with four land use designations:
• Corridor Residential – Townhouse (12-25 du/acre)
• Corridor Residential (26 – 45 du/acre)
• Corridor Mixed-Use (46 – 65 du/acre)
• Regional Commercial Mixed-Use (55 – 100 du/acre)
Task 2.4 – Staff Working Session #1
R+A will prepare for and attend a virtual working session with appropriate City departments and staff to review and solicit comments on the site analysis and Draft Land Use Map. The goal of the meeting will be to review and confirm the Draft Land Use Map and discuss the framework Specific Plan revisions.
Proposal for City of Santa Clara El Camino Real Specific Plan Revisions raimi + associates 4
Task 2 Deliverables
• Draft Land Use Map
Task 3: Public Outreach
Task 3.1 –Project Website Updates
In preparation for initial engagement with residents and stakeholders, R+A will prepare updates to the ECRSP project website communicating status of the project and next steps. The content will be added to the City-run website for the project.
Task 3.2 – CAC Meeting
R+A will conduct one meeting with the ECRSP Community Advisory Committee (CAC) to discuss the current status of the Specific Plan, framework plan revisions, and the Draft Land Use Map. The intent is to identify the most critical concerns and gather feedback and recommendations from the CAC on the proposed changes to the ECRSP. City staff is responsible for scheduling and logistics. Virtual attendance is assumed.
If requested, as an optional task, R+A can conduct an additional CAC meeting later in the project to get additional feedback.
Task 3.3 – Public Outreach
R+A will prepare for and facilitate one community-wide workshop to understand the key issues and concerns along the corridor and gather feedback on the Draft Land Use Map and framework plan revisions. Feedback received from the CAC and community workshop will be used to refine the Land Use Map and framework plan revisions. City staff will be responsible for scheduling, logistics and providing additional staff facilitators.
Task 3 Deliverables
• Project Webpage Updates
• CAC Meeting
• Community Workshop
Task 4: Draft Specific Plan Revisions
Task 4.1 – Prototype Sites/Building Test Fits (+1 set of revisions) Based on the sites analysis conducted by R+A in Task 2.2, VMWP will create one (1) additional site test/building prototype for townhomes. Additionally, VMWP will revise the original Corridor Mixed Use site test/prototype. The site tests will include 3D massing models and plans that will be based on typical building prototypes for townhomes in Santa Clara. The site tests will be used to identify potential issues and provide staff and stakeholders with examples of how the standards comprehensively apply to building design. The site tests will be used in Task 4.2. Following feedback from City staff, VMWP will make one (1) round of revisions to the site tests.
Proposal for City of Santa Clara El Camino Real Specific Plan Revisions raimi + associates 5
Site Test Example | Milpitas, CA
Task 4.2 Feasibility Analysis
Keyser Marston Associates will use the test fits/prototypes developed in Task 4.1 to conduct a feasibility/proforma analysis for lower-density townhome development along the corridor. As part of this task, they will update the feasibility analysis conducted previously for the existing three land use designations/building prototypes in the Specific Plan to reflect current construction costs. This task assumes a limited comparison of the townhome prototype to another prototype and not broader analysis of the feasibility of the entire Corridor.
Task. 4.3 – Staff Working Session #2
R+ will prepare for and attend a virtual working session with appropriate City staff to review and solicit comments on the Site/Building Prototypes and Feasibility Analysis. The discussion will help R+A to develop the Framework Plan Revisions in Task 4.4.
Task 4.4 – Framework Plan/Recommended Changes Memo
Based on the test fits and feasibility analysis and Staff direction, R+A will develop a framework for the recommended Specific Plan revisions and document them in memo form. The framework plan/memo will identify and summarize key revisions needed in each chapter of the Specific Plan, including the Vision, Land Use Map/proposed land use designations, development standards, and recommended revisions/additions to objective design standards. It is assumed that no revisions will be necessary to Chapter 5 – Transportation and Public Space or Chapter 6 – Implementation. R+A will produce a first draft of the framework plan/memo. Any City comments will be incorporated in the preparation of the Administrative Draft Specific Plan.
Task 4.5 – PC/CC Study Sessions
R+A will prepare for and present at Planning Commission and City Council Study Sessions (1 each) to provide an update on project, review feedback gathered from the community and CAC, and present the framework/recommended plan revisions. The feedback received will guide the development of the Administrative Draft Specific Plan Revisions (Task 4.6). Virtual attendance is assumed.
Task 4.6 Administrative Draft Specific Plan Revisions
R+A will produce an Administrative Draft of the Specific Plan revisions. Standards will reflect the proposed four land use designations/building typologies. R+A will prepare any necessary map changes and new graphic illustrations and provide images to represent and explain new standards.
The Administrative Draft will be in Word format. The Admin Draft will be used to receive feedback from the City on the initial/draft revisions to the Plan. The City will provide one consolidated set of actionable comments to R+A.
Upper Massing
Stepback
Variation In
Fenestration
Variation in Roof/
Building Height
Building Length
(?)l'X?OS')
Proposal for City of Santa Clara El Camino Real Specific Plan Revisions raimi + associates 6
Task 4.7 – Screencheck Draft Specific Plan Revisions
R+A will incorporate Staff edits from Task 4.6 to create the Screencheck Draft Specific Plan in InDesign. This task assumes that Staff will review and provided limited feedback on the Screencheck Draft related to formatting and minor fixes, but that no new content will be added at this point.
Task 4.8 – Public Review Draft Specific Plan Revisions
R+A will review the consolidated feedback from City staff on Screencheck Draft Specific Plan and make all necessary updates to prepare the Public Review Draft Specific Plan.
Task 4.9 – PC/CC Study Sessions (2)
R+A will prepare for, present, and solicit comments on the Public Review Draft Standards at Planning Commission and City Council Study Sessions (1 each). Feedback received will be incorporated in the Final Specific Plan. Virtual attendance is assumed.
Task 4 Deliverables
• Site Tests/Prototypes (Up to 2)
• Feasibility Analysis (Up to 2)
• Framework Plan/Proposed Changes Memo
• Administrative Draft Specific Plan Revisions
• Screencheck Draft Specific Plan Revisions
• Public Review Draft Specific Plan Revisions
• (1) Staff Working Sessions
• (2) PC + CC Study Sessions (1 each)
Task 5: Environmental Review
Task 5.1 – CEQA Analysis
The City Council did not certify the previously prepared Environmental Impact Report (EIR) document in 2021 after completion of the California Environmental Quality Act (CEQA) process. As a result, the revised plan will be required to go through the CEQA process again. No tiering from the previous EIR would be possible because the EIR was not certified. The Planning Department, in consultation with the City Attorney’s Office, will need to determine in a new Notice of Preparation (NOP) and scoping process would be required. At a minimum, the EIR will need to be revised and recirculated and a new Final EIR which responds to comments on the recirculated document will need to be prepared.
The EIR is a Program EIR, meaning subsequent environmental review for future projects will be required.
Mitigation measures have been identified to guide future CEQA analyses. As a result, not all resource sections of the EIR will need to be revised as the changes to the plan would not change the mitigation requirements or the conclusions of the EIR.
Revisions will focus on changes to the regulatory requirements, changes to the existing conditions, and updates to the analysis (including incorporation of the text edits identified in the Final EIR). Based on a review of the EIR, David Powers’ recommends revisions to the following resource sections:
• Aesthetics (update to setting section and recommend simplifying analysis pursuant to Senate Bill 743) • Air Quality (operational only – based on trip generation estimates) • Energy (adoption of REACH Code needs to be addressed) Proposal for City of Santa Clara El Camino Real Specific Plan Revisions raimi + associates 7
• Greenhouse Gas Emissions (Consistency with new Climate Action Plan and 2030 requirements) • Land Use
• Population and Housing (update per changes in residential units) • Public Services (update per changes in residential units) • Recreation (update per changes in residential units)
• Transportation (see below)
• Tribal Cultural Resources (tribal consultation will be required) • Utilities and Service Systems (update per changes in residential units, City needs to determine if a new Water Supply Assessment would be required)
With regard to transportation, the traffic analysis was completed around the time the City adopted their new transportation policy and focused heavily on Level of Service (LOS) as well as vehicle miles traveled (VMT). The City of Santa Clara Public Works Department has noted that the revised Specific Plan meets the criteria for Transit Supportive Projects and would not require a VMT analysis per the City’s Transportation Analysis Policy. The City has determined that the previous LOS analysis is no longer accurate and an updated traffic report will be required.
As such, Tasks 5.2-5.3 reflect the update to the traffic report.
Revisions to operational air quality and energy estimates are included in this scope.
The alternatives analysis may also require revisions, but we do not anticipate the need to identify and analyze new alternatives. Lastly, a new Final EIR would be required which addresses comments received on the circulated EIR and the Mitigation Monitoring and Reporting Plan (MMRP) would need to be revised if new mitigation is identified. This scope does not include reproduction of any hard copies of the environmental documents but assumes all documents would be electronic.
Task 5.2 – Supplemental Traffic Impact Analysis
Consistent with the City’s Transportation Analysis Policy, projects are required to evaluate and disclose transportation environmental impacts by measuring vehicle miles traveled (VMT) per the California Environmental Quality Act (CEQA) and by evaluating level of service (LOS) as an operational measure of intersection efficiency for consistency with the City General Plan. The following scope has been developed following guidelines from the City of Santa Clara and the Santa Clara Valley Transportation Authority’s (VTA) Transportation Impact Analysis Guidelines (adopted October 2014).
The LOS analysis addresses the City’s General Plan policy for evaluating LOS as an operational measure of intersection efficiency. Since this is a supplemental analysis to the 2020 TIA, our proposed scope of work only addresses elements that would substantially change with the updated project description.
Analysis Locations
The November 2020 TIA included 55 study intersections. This scope of work is based on an analysis of the 16 intersections that were identified to operate at or above their respective LOS threshold under Cumulative No Project scenario in the November 2020 TIA:
• El Camino Real / San Tomas Expressway (VTA/LOS E)
• El Camino Real / Harrison Street (Santa Clara/LOS D)
• Lawrence Expressway / Southbound US 101 (VTA/LOS E
• Lawrence Expressway / Arques Avenue (VTA/LOS E)
• Lawrence Expressway / Kifer Road (Santa Clara County/LOS E) • Lawrence Expressway / Monroe Street (VTA/LOS E)
• Lawrence Expressway / Benton Street (Santa Clara County/LOS E) • San Tomas Expressway / Mission College Boulevard (VTA/LOS E) Proposal for City of Santa Clara El Camino Real Specific Plan Revisions raimi + associates 8
• San Tomas Expressway / Homestead Road (VTA/LOS E)
• Bowers Avenue / Central Expressway (VTA/LOS E)
• Kiely Boulevard / Benton Street (Santa Clara/LOS D)
• Kiely Boulevard / Homestead Road (Santa Clara/LOS D)
• Scott Boulevard / Walsh Avenue (Santa Clara/LOS D)
• Scott Boulevard / Central Expressway (VTA/LOS E)
• Scott Boulevard / Harrison Street (Santa Clara/LOS D) • San Tomas Expressway / Pruneridge Avenue (Santa Clara County/LOS E) Analysis Scenarios. Based on City input, the operations of the study intersections will be evaluated during the weekday morning (AM) and weekday evening (PM) peak hours for the following scenarios:
Scenario 1: Existing Conditions – Existing volumes obtained from counts.
Scenario 2: Background No Project Conditions – Existing volumes plus traffic from “approved but not yet built” and “not occupied” developments in the area. The transportation networks will be updated to include fully funded transportation improvements based on City guidance.
Scenario 3: Background Plus Project Conditions – Scenario 2 volumes plus traffic generated by the updated project description, as well as any transportation network modifications proposed by the Project.
Scenario 4: Cumulative No Project Conditions – Cumulative year 2040 forecasts based on the City’s most recent travel demand forecasting (TDF) model. The analysis will include planned transportation improvements based on City guidance.
Scenario 5: Cumulative Plus Project Conditions – Scenario 4 volumes plus traffic generated by the proposed project, as well as any transportation network modifications proposed by the Project.
For each scenario, Fehr & Peers will update the data and analysis to reflect current conditions, including new intersection counts, updated approved project list and model runs, and inclusion of planned transportation improvements as follows:
Trip Generation Estimates and Finalized Scope of Work. Under this task, Fehr & Peers will develop vehicle trip generation estimates, along with trip distribution and trip assignment for the proposed project using the City of Santa Clara’s TDF model. This task assumes the City will provide Fehr & Peers a copy of their base year and future year model for use. Fehr & Peers assumes that they can use the TDF model as-is, and that the model does not require additional validation and testing. Fehr & Peers will prepare a separate scope and budget amendment if the TDF model requires any updates, validations, or testing.
Our initial project vehicle trip generation estimates, distribution pattern, and assignment will be submitted to City staff for review and will be refined to respond to their comments. The VTA Auto Trip Reduction Statement (Appendix C in the VTA TIA Guidelines) will be completed and provided as an attachment to the TIA report.
Data Collection. The study area includes major intersections near the corridor. Data requirements for the study area are listed below:
• Recent morning (7:00 to 9:00 AM) and evening (4:00 to 6:00 PM) peak period intersection counts (including pedestrian, bicycle, and vehicular turning movement volumes). This scope includes the collection of intersection turning movement counts at all 16 intersections for the AM and PM peak hours.
• Existing and planned roadway geometries and traffic controls.
Proposal for City of Santa Clara El Camino Real Specific Plan Revisions raimi + associates 9
• Existing and planned transit service and facility descriptions. • Existing and planned pedestrian and bicycle facility descriptions. • List of approved development projects to account for local growth in the area. We assume the City will provide a list of nearby developments in Santa Clara. We will contact adjacent jurisdictions to determine if any of their approved developments would add vehicle trips to the study intersections.
The physical characteristics of the roadways within the study area will be reviewed to identify existing roadway cross-sections, intersection lane configurations, and traffic control devices. Surrounding land uses, and the locations of pedestrian, bicycle, and transit facilities will also be observed during the field visits. Existing intersection operations will be observed during the AM and PM peak periods to verify and/or explain calculated levels of service.
Existing Conditions. Fehr & Peers will use the level of service (LOS) method approved by VTA and the City of Santa Clara—currently based on the Highway Capacity Manual 2000—to analyze the study intersections. Operations of the study intersections will be evaluated for mid-week AM and PM peak hours with level of service calculations using TRAFFIX analysis software.
Background Conditions. Traffic projections for approved developments will be obtained from City staff or estimated using ITE trip generation rates to account for local growth in the area. These local projections will be added to the existing volumes to estimate traffic volumes for Background Conditions. Planned and funded roadway and intersection improvements associated with the approved projects will be included in the analysis.
AM and PM peak hour level of service calculations will be conducted to evaluate the operating levels of the study intersections.
Background Plus Project Conditions. The project trip estimates developed in Task 1 will be added to the background traffic volumes developed in Task 4 to represent Background Plus Project Conditions. Calculations will be conducted to estimate the LOS of the study intersections during the AM and PM peak hours after completion of the proposed Specific Plan.
Cumulative Conditions. To forecast Cumulative No Project volumes, Fehr & Peers use forecasts from the City’s TDF model for the year 2040. The project trip estimates developed earlier in the process will be added to the Cumulative No Project volumes to represent Cumulative Plus Project Conditions. AM and PM peak hour level of service calculations will be conducted to evaluate the operating levels of the key intersections.
Multimodal Access. Fehr & Peers will evaluate the multimodal access of the updated Specific Plan to assess whether adequate vehicle access, as well as direct pedestrian and bicycle facilities and connections, are provided between the sites and public rights-of-way. Similarly, Fehr & Peers will review the site plan to assess linkages with existing and potential future transit stops. This task will also include an evaluation of the project’s proposed vehicle and bicycle parking supply and location based on City and VTA standards.
Other Operational Analysis. As part of this task, Fehr & Peers will evaluate the project’s effects on left-turn queues. VTA typically also requires transit vehicle delay analysis, but since this is a supplemental analysis and the study intersections are generally distributed through a larger analysis area, transit delay analysis has not included in this scope of work.
Left-Turn Queuing Analysis. Per the VTA TIA Guidelines, a morning and evening left-turn queuing evaluation is required for only the Background Conditions analysis and will not be conducted for Cumulative Conditions. We will compare the 95th percentile queues from TRAFFIX output (from Task 4 and 5) between the No Project and Plus Project scenarios. This analysis will be conducted for up to ten movements at locations where the project adds enough traffic that available storage may need to be modified.
Proposal for City of Santa Clara El Camino Real Specific Plan Revisions raimi + associates 10
Significant Impacts and Mitigation Measures. The results of the level of service calculations for the “No Project” scenarios will be compared to the corresponding “Plus Project” results for Background and Cumulative Conditions to identify adverse effects at the study locations.
Feasible improvement measures will be identified for locations with adverse intersection impacts. Feasible improvement measures are those that can be constructed within the existing right-of-way or that require minimal right-of-way acquisition, such as minor intersection lane additions and restriping. Modifications to intersection operations, including changes to signal phasing and timing, will also be considered. If more substantial capacity enhancements are needed, they will be identified, and the project’s fair-share traffic contribution (in terms of peak hour traffic volumes) will be calculated. The draft improvement measures will be shared with City staff prior to submittal of the administrative draft of the transportation impact analysis report. This scope of work includes the development of planning level cost estimates for proposed physical improvements for up to five improvement measures.
The effect of the project and required improvement measures on transit, bicycle, and pedestrian facilities will be evaluated in terms of conflicts with existing or planned facilities or creation of hazardous conditions for bicyclists or pedestrians. Additionally, secondary impacts to bicycle and pedestrian facilities, as well as transit vehicle delay, will be evaluated for the proposed mitigation measures per VTA TIA Guidelines.
Documentation. Fehr & Peers will document their findings in a report that will include text, graphics, and tables to describe study analysis methods and results, the potential effects of the proposed project, and corresponding improvement measures. Fehr & Peers will submit the Administrative Draft TIA report and Appendix in electronic format for review by the City. This scope assumes up to 20 staff hours to respond to all comments on the Administrative Draft TIA report and prepare the Draft TIA.
Meetings. The scope of work includes Fehr & Peers attendance at one project meeting. Calls and meetings with staff, R+A and EIR consultant are included. Attendance at additional project meetings or any public hearings or community meetings will be determined by receipt of written authorization and billed on a time-and-materials basis.
Task 5.3 – Intersection Counts
Fehr & Peers will coordinate the collection of traffic counts.
Task 5.4 – Growth Projections
R+A will update the growth projection developed as a part of the original project to reflect the updated densities/land uses. The growth projections will be the basis for the revised analysis for the traffic and environmental analyses described in Tasks 5.1-5.3.
Task 5 Deliverables
• Revised TIA
• Traffic counts
• Revised EIR and recirculation
• Growth projections memo
Proposal for City of Santa Clara El Camino Real Specific Plan Revisions raimi + associates 11
Task 6: Adoption + Final Documents
Task 6.1 – PC/CC Hearings
R+A will present final documents and prepare all required visual aids, printed material, and make formal public presentations at up to (1) Planning Commission hearing and (1) City Council hearing to support adoption of the Revised ECR Specific Plan. Virtual attendance is assumed.
Task 6.2– Final Plan
R+A will review the consolidated feedback from the City following the PC/CC Hearings and make all necessary updates to the ECRSP and prepare the final documents for reproduction and dissemination. R+A will provide the City with an InDesign package of the Specific Plan files and jpg versions of all diagrams and/or photographs used in the documents. A certain number of hours are budgeted for this task. If the level of effort exceeds the budgeted hours, a contract amendment may be required.
Task 6 Deliverables
• Final Documents (InDesign package and associated graphics) Scope of Work Assumptions
• The scope indicates which meetings will be held virtually. • The scope of work assumes any notification to property owners based on the plan land use changes will be handled by the City of Santa Clara.
• The City of Santa Clara will provide R+A with an editable version (Word documents) of any requested documents.
• The City will provide R+A with updated ArcGIS Shapefiles with accurate parcel-based zoning and General Plan data which will serve as the basis for the project. • All tasks are budgeted with an allowance for number of hours which assume level of effort that is consistent with industry best practices and standards.
• The City will provide comments on all draft documents electronically in Word. This will include one set of non-conflicting comments that provide clear direction for the consultant team. • Additional services that are beyond the scope of the traffic scope include, but are not limited to, evaluating additional study locations or project descriptions, preparing conceptual designs of improvements measures, responding to comments requiring more than the designated number of staff hours, and attending any public hearings.
Proposal for City of Santa Clara El Camino Real Specific Plan Revisions raimi + associates 12
Cost Proposal
The Raimi + Associates team’s cost proposal for preparing the revised El Camino Real Specific Plan is $370,371 including contingency. The cost proposal includes a breakdown of the anticipated personnel hours for each task by billing rate category, and non-labor direct costs (travel, printing, etc.) and markups. A contingency amount of $25,000 has been included for any unforeseen tasks that may arise during the course of the project.
Agreement with Raimi & Associates, Inc./Exhibit B-Schedule of Fees Page 1 Rev. 07-01-18
EXHIBIT B
SCHEDULE OF FEES
Consultant will bill City on a monthly basis for Services provided by Consultant during the preceding month on an invoice and in a format approved by City and subject to verification and approval by City. City will pay Consultant within thirty (30) days of City’s receipt of an approved invoice.
Consultant will invoice City in accordance with the tasks, rates, hours, and other costs identified on the attached “Proposal Budget: Revisions to the Santa Clara El Camino Real Plan” dated February 9, 2023.
The total payment to the Consultant for basic services shall not exceed $345,371.
Subject to written permission by the City, Consultant shall be able to invoice up to an additional $25,000 in contingency funds. In no event shall the amount billed to the City by Consultant for services under this Agreement exceed three hundred ninety-nine thousand three hundred dollars ($370,371).
City of Santa Clara
Keyser Marston VMWP F&P Powers ODCs Total
Principal Project
Manager Senior Associate
Senior
Planner /
Designer
Intermediate
Planner
Malhotra Lundin Sensenig Williams Zayas del Rio
$275 $210 $220 $180 $170
1 Task 1: Project Management
1.1 Project Kick Off Meeting 2 2 2 6 $ 1,330 $ - $ - $ - $ - $ 40 $ 1,370
1.2 Monthly Conference Calls/Project Coordination 16 32 48 $ 11,120 $ - $ - $ - $ - $ 334 $ 11,454 Subtotal Task 1 18 34 0 2 0 54 $ 12,450 $ - $ - $ - $ - $ 374 $ 12,824 2 Task 2: Background Analysis
2.1 Data Gathering and Review 2 8 8 18 $ 3,590 $ - $ - $ - $ - $ 108 $ 3,698
2.2 Site Analysis and Land Use Map Revisions 4 24 30 58 $ 11,240 $ - $ - $ - $ - $ 337 $ 11,577
2.3 Staff Working Session #1 4 4 4 12 $ 2,620 $ - $ - $ - $ - $ 79 $ 2,699 Subtotal Task 2 10 36 0 0 42 88 $ 17,450 $ - $ - $ - $ - $ 524 $ 17,974 3 Task 3: Outreach and Meetings
3.1 Project Webpage Updates 4 4 8 16 $ 2,920 $ - $ - $ - $ - $ 88 $ 3,008
3.2 CAC Meeting 4 8 4 12 28 $ 5,540 $ - $ - $ - $ - $ 166 $ 5,706
3.3 Community Workshop 8 30 30 30 98 $ 19,000 $ - $ - $ - $ - $ 570 $ 19,570 Subtotal Task 3 12 42 0 38 50 142 $ 27,460 $ - $ - $ - $ - $ 824 $ 28,284 4 Task 4: Draft Specific Plan Revisions
4.1 Prototype Sites/Building Test Fits 6 12 18 $ 4,170 $ - $ 10,000 $ - $ - $ 625 $ 14,795
4.2 Feasibility Analysis 6 12 18 $ 4,170 $ 10,000 $ - $ - $ - $ 625 $ 14,795
4.3 Staff Working Session #2 4 4 4 4 16 $ 3,340 $ - $ - $ - $ - $ 100 $ 3,440
4.4 Framework Plan/Recommended Changes Memo 6 20 4 12 42 $ 8,890 $ - $ - $ - $ - $ 267 $ 9,157
4.5 PC/CC Study Sessions (2) 6 16 8 30 $ 6,370 $ - $ - $ - $ - $ 191 $ 6,561
4.6 Admin Draft Plan Revisions 24 80 8 40 32 184 $ 37,800 $ - $ - $ - $ - $ 1,134 $ 38,934
4.7 Screencheck Draft Plan 4 26 20 50 $ 9,960 $ - $ - $ - $ - $ 299 $ 10,259
4.8 Public Review Draft Plan 4 24 24 12 64 $ 12,500 $ - $ - $ - $ - $ 375 $ 12,875
4.9 PC/CC Study Sessions (2) 6 16 8 30 $ 6,370 $ - $ - $ - $ - $ 191 $ 6,561 Subtotal Task 5 66 210 12 80 84 452 $ 93,570 $ 10,000 $ 10,000 $ - $ - $ 3,807 $ 117,377 5 Task 5: Environmental Analysis
5.1 CEQA Analysis 8 24 32 $ 7,240 $ - $ - $ - $ 61,980 $ 3,316 $ 72,536
5.2 Supplemental TIA 4 12 $ 3,620 $ - $ - $ 61,000 $ - $ 3,159 $ 67,779
5.3 Intersection Counts $ - $ - $ - $ 8,000 $ - $ 400 $ 8,400
5.4 Growth Projections 6 24 30 $ 6,690 $ - $ - $ - $ - $ 201 $ 6,891 Subtotal Task 6 18 60 0 0 0 62 $ 17,550 $ - $ - $ 69,000 $ 61,980 $ 7,076 $ 155,606 6 Task 6: Adoption and Final Documents
6.1 PC/CC Hearings (1 PC/ 1 CC) 6 16 8 30 $ 6,370 $ - $ - $ - $ - $ 191 $ 6,561
6.2 Final Plan 2 12 8 12 34 $ 6,550 $ - $ - $ - $ - $ 197 $ 6,747 Subtotal Task 7 8 28 0 8 20 64 $ 12,920 $ - $ - $ - $ - $ 388 $ 13,308 Budget Total 132 410 12 128 196 862 $ 181,400 $ 10,000 $ 10,000 $ 69,000 $ 61,980 $ 12,991 $ 345,371 Contingency $ 25,000
GRAND TOTAL $ 370,371
Notes:
1 Direct costs for sub-consultant management fee (5% of Sub Consultant Fee) $7,549 2 Direct costs for office expenses (3% of R+A) $5,442
3 Traffic Counts (included in F&P budget)
Proposal Budget: Revisions to the Santa Clara
El Camino Real Plan
Labor Costs Total Fee
Tasks Labor
Total Labor
Costs Task Description Total Hours Task #
Raimi + Associates
Other Direct
Costs
(See Notes)
Labor Costs Labor Costs Labor Costs
February 9, 2023
... .-, raimi+
as- associates
Agreement with Raimi & Associates/Exhibit C-Insurance Requirements Page 1 Rev. 07-01-18
EXHIBIT C
INSURANCE REQUIREMENTS
Without limiting the Contractor’s indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect, at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injury
2. Exact structure and layering of the coverage shall be left to the discretion of Contractor; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form.
3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a “pay on behalf” basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.
B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned, non-owned and hired autos.
Agreement with Raimi & Associates/Exhibit C-Insurance Requirements Page 2 Rev. 07-01-18
C. WORKERS’ COMPENSATION
1. Workers’ Compensation Insurance Policy as required by statute and employer’s liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.
2. The indemnification and hold harmless obligations of Contractor included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Contractor or any subcontractor under any Workers’ Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).
3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.
D. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.
1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor’s work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85 or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.
2. Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the Indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance Indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor’s insurance.
3. Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal.
Agreement with Raimi & Associates/Exhibit C-Insurance Requirements Page 3 Rev. 07-01-18
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of nonrenewal.
4. Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through D of this Exhibit C, above.
E. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:
1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.
2. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.
3. The City reserves the right to withhold payments from the Contractor in the event of material noncompliance with the insurance requirements set forth in this Agreement.
F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, Agreement with Raimi & Associates/Exhibit C-Insurance Requirements Page 4 Rev. 07-01-18
satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City’s approval as to adequacy of the insurance protection.
G. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement.
Upon City’s request, Contractor shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:
EBIX Inc.
City of Santa Clara Planning Division
P.O. Box 100085 – S2 or 1 Ebix Way
Duluth, GA 30096 John’s Creek, GA 30097
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
H. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.
El Camino Real Specific Plan – Community Advisory Committee (ECR CAC) Group Contact Response
Building Industry Association (BIA) Dennis Martin
Unable to participate in-person (only
available for remote meetings)
Commercial Real Estate
Development Associate (NAIOP) Christina Pacini No response Greenbelt Alliance Jordan Grimes Yes
Historical and Landmarks
Commission Ana Vargas-Smith Yes
Korean-American Chamber of
Commerce of Silicon Valley Ken Kim No response
Old Quad Resident Association Adam Thompson Yes
Santa Clara Resident Vikas Gupta No response
Santa Clara Resident Marie Mayer No response
Santa Clara Resident Howard Myers Yes
Santa Clara Resident Meagan Mejushi No response
Santa Clara Resident Shanti Dickson Yes
Santa Clara Resident Richard Bonito Yes
Senior Advisory Committee Nancy Toledo Unable to participate Silicon Valley @ Home Mathew Reed Yes
Silicon Valley Bicycle Coalition Diana Crumedy Yes
Silicon Valley Central Chamber of
Commerce
Lou Mariani / Nima
Moridi Yes
Silicon Valley Leadership Group Nadia Anderson Yes
City of
Santa Clara Th e Center of What's Poss ible
CITY COUNCIL WRITTEN PETITION
RECEIVED
MAY 1 7 2023
City Clerk's Office
City of Santa Clara .,
Please provide the information requested below. When complete, please submit to the City Clerk's Office, 1500 Warburton Avenue, Santa Clara, CA 95050. Date: __ 5_-1_7_-_2_02_3 ___ _ Adam Thompson I, __________________ , am hereby requesting to be placed on the Santa Clara City Council Agenda for the following purpose:
The City Council has requested the planning department to revise the El Camino Real Specific Plan to better align with a community vision. The planning department has reached out to the original committee members to see if there is interest in participating in the revision process.
There are multiple committee members on the list below that have a vested interest in the outcome of the plan, creating a potential conflict of interest by a lobbyist group.
The City Council and Mayor have expressed the importance of transparency while conducting city business and this seems like an over-site that needs to be corrected.
I am requesting that the City Council reconsider the following committee members for the following reasons. *Please see attached materials to support request.
I understand that it is important that I attend the meeting in the event there are any questions the Council wishes to ask me.
Signed:
NAME: _______ A_d_a_m_T_ho_m_p_so_n ___ _
1464 Lexington St ADDRESS: ______________ _
Street
Santa Clara 95050
City Zip Code
TELEPHONE:* ___ (4_0_8)_7_3_1_-_0_20_3 ____ _
Optional
DATE:
5/17/2023
------------------ .. *NOTE: This is a public document. If your telephone number is unlisted or if you do not want it to be public, please provide an alternate number where you can be reached.
S:\CityClerk\FORMS AND INFORMATION FOR STAFF USE\Written Petition Form - 2016.doc Building Industry Association (BIA) – Organization funded and made up of developers and contractors
Silicon Valley Leadership Group – This group has taken money from recent developers in the city for support of said project. Attached document supporting this information.
Commercial Real Estsate Development Associate (NAIOP) – Pat Sausedo is currently a registered lobbyist in the city.
Attachment #1
Silva
BAY AREA i
07000-Mlt<:ExpenHt
Ml1,;, Devt lop Ex.p
Sill
Sill
ChKI<
Sill
Sill
Sill
Sill
Sill
Bill
Bill
8111
Bill
Bill
Total Mitt:. DovelopExp
Ml e. Trav IExpen■1■
Patricia
pencer
Tia
Tony
Smith Corey
0111812018
02114'2018
05101/2018
10/29i2018
1()'3(1(2018
01122/2019
0312812019
03/28/2019
09/11/2019
10/22/2019
01/01/2020
09/21/2020
10/26/2020
10/26/2020
01/01/2021
om212021
02/22'2021
Executive Committee
...... "'
" "20
Sanll!Clare()uttNl;h
"°""""'"" ,.,.,
,.,.,
Sponsorship
Gold Sponsor
16816
Gold Sponsor
FPPC#1266738
FPPC#: 1429862
17392
JanR11irnb
J&nRelrnb
Kelley Stough
Charr
Lennar Homes
Bob Clover
Executive Officer
BIA I Bay Area
ToNCDn:IENAdepcMit.18qUW8dt,yCilyofsanta
OldRepublJC TilleCofflP9f\ Cily~S.ni.o .... r.el'9l)Ot1 l<emMooJ• ~of50propoMd sludllnlhoo4ing~
Mtu,onCilyCOl'IVnunity Fl conribulion
Frenk M. Rapopol1 S.nta Oare Outruc:t, c;o&tt
Santa Clara Parade of Cha Sponsorship - Santa Clara Parade ol ChampClf1! Mi$SiotlCityCornrnunity f l Sponsorannual ctiarilydinnerdance Silicon Valley Leadersnlp C 2020 Member-snip feet $4.500 • $500 for ticket I MlulonCl1yCornrnunl!yFl GoldSponsorship
SantaClara's PoliceOflice Contribution
Committee to Save Callfal1 Contribu!lon
SIiicon Vaiiey Leadership( 2021 Membershlp fees$4.500+$5001ortleketl Chris Shay Annual Lobby t license - Santa Clara
cnn, Shay Contribution - Affordable Housing - SV@Home
10.00 55000
20000
5.00000
,.,oo
1.50000
5.00000
1000000
2,500.00
5,000.00
5.000.00
5,000.00
5,000.00
5.000.00
5,000.00
74S.OO
500.00
56,595.00
Patricia Sausedo
HMH Engineering
Housing Action Coalition
0.00 Emily Boyd Todd Callahan
Vice Chair• Builders Secretary/Treasurer
Brookfield Residential Toll Brothers
Deana Vidal Vince McCarrie
Vice Chair• Associates Immediate Past Chair
John Burns Real Estate DR Horton
Consulting
10.00 1290 3.534247
560.00 1263 3.460274
76000 1187 3.252055
5,760.00 1006 2.756164
6.350.00 1005 2.753425
7,650.00 921 2.523288
12,85000 856 2.345205
22650.00 856 2.345205
25,350.00 689 1.887671
30.350.00 648 1.775342
35,350.00 577 i. 580822
40,350.00 313 0.857534
45,350.00 278 0.761644
50.350.00 278 0.761644
55,350 00 211 0.578082
56,095.00 159 0.435616
56,595.00 159 0.435616
56,595.00
Contract
usmess rgamza 10n
Business/Organization
Busi ness/Organization
Business/Organization
9.05 483.60
161.85
3,264.31
384.70
876.23
2,667.72
5 335.44
1,027.02
1,911.05
i.670.24 j 846.16
744.84
744.84
555.76 I 61.58
41.33 General Emai l to
[email protected] (previous
Greenbelt Alliance contact Kiyomi Yamamoto left)
Building Industry Association (BIA) Denn is Martin
Chamber of Commerce
Silicon Valley Bicycle Coalition
Silicon Valley Leadership Group
Commercial Rea l Estate
Development Associate ( AIOP)
Silicon Valley @ Home
Santa Clara Resident
Santa Clara Resident
Korean-American Chamber of
Commerce of Silicon Valley
Old Q ad Resident Association
Santa Clara Resident
Santa Clara Resident
Santa Clara Resident
Santa Clara Resident
Historical and landmarks
Commission
Senior Advisory Committee
General Emai l to
[email protected] and
[email protected] (previous
contact Domarina Ebrahimi left)
Diana Crumedy
General Emai l to [email protected]
(previous contact Vince Rocha left)
Pat Sausedo
Mathew Reed
Vikas Gupta
Marie Mayer
Ken Kim
Adam Thompson
Howard Myers
Megan Mujushi
Shanti Dickson
Richard Bonito
Ana Vargas-Sm ith
Na ncy Toledo
Attachment #2
ORDINANCE NO. 1949
AN ORDINANCE OF THE CITY OF SANTA CLARA,
CALIFORNIA, ADDING CHAPTER 2.155 ("REGULATION
OF LOBBYING ACTIVITIES") TO TITLE 2
("ADMINISTRATION AND PERSONNEL") OF "THE CODE
OF THE CITY OF SANTA CLARA, CALIFORNIA"
BE IT ORDAINED BY THE CITY OF SANTA CLARA AS FOLLOWS:
WHEREAS, the citizens of Santa Clara have a right to know the identity of interests which attempt to influence decisions of City government, as well as the means employed by those interests; WHEREAS, complete public disclosure of the full range of activities by and financing oflobbyists and those who employ their services is essential to the maintenance of citizen confidence in the integrity of City government;
WHEREAS, it is in the public interest to ensure that lobbyists do not misrepresent facts, their positions or attempt to deceive a City official through false communications; do not place a City official under personal obligation to themselves or their clients; and do not represent that they can control the actions of any City official; and,
WHEREAS, it is in the public interest to adopt this chapter to ensure adequate and effective disclosure of info1mation about efforts to lobby City government.
NOW THEREFORE, BE IT FURTHER ORDAINED BY THE CITY OF SANTA CLARA AS FOLLOWS:
SECTION 1: That Chapter 2. l 55("Regulation of Lobbying Activities") of Title 2 ("Adrninistrntion and Personnel") of"The Code of the City of Santa Clara, California" ("SCCC") is added to read as follows:
Ordinance/Regulation of Lobbying Activities Page 1 of 13 Sections:
2.155.010
2.155.020
2.155.030
2.155.040
2.155.050
2.155.060
2.155.070
2.155.080
2.155.090
2.155.100
2.155.110
2.155.120
2.155.130
2.155.140
2.155.150
2.155.160
2.155.170
2.155.010
"CHAPTER 2.155
REGULATION OF LOBBYING ACTIVITIES
Interpretation.
Definitions.
Registration.
Annual registration renewal.
Termination of lobbyist status.
Active status.
Registration fees.
Required registration information.
Semi-annual repmts.
Records retention.
Lobbyist identification.
Prohibitions.
Gifts.
Enforcement.
Injunction.
Practice restrictions.
Exemptions.
Interpretation.
Unless the term is specifically defined in this chapter or the contrary is stated or clearly appears from the context, the definitions set forth in Government Code Sections 81000 et seq., shall govern the interpretation of this Chapter.
2.155.020 Definitions.
For the purposes of this Chapter, the following definitions shall be applicable:
(a) "Activity expense" means any payment made by a lobbyist to or directly benefiting any City official, City official-elect or member of his or her immediate family. Activity expenses include gifts, honoraria, consulting fees, salaries and any other form of compensation, but do not include campaign contributions.
Ordinance/Regulation of Lobbying Activities Page 2 of 13 (b) "Administrative action" means the proposal, drafting, development, consideration, advocacy or recommendation of any rule, regulation, agreement or contract, pennit, license or hiiing action.
( c) "City official" means any public official, legislative staff member or City employee who participates in the consideration of any legislative or administrative action other than in a purely clerical, secretarial or ministerial capacity. It shall also include any City boai·d or commission member, or City representative to any joint powers authority to which the City is a patty, and any consultant to the City.
( d) "Client" means a person who is represented by a lobbyist. ( e) "Compensation" includes, but is not limited to, money of any denomination or origin; goods or services or anything of value, delivered or rendered; or promises to perform or provide services or contractual anangements or awards.
(f) "Gift" means gift as defined in the California Political Refo1m Act, Government Code Section 81000 et seq., as amended from time to tim_e.
(g) "Influencing" means the purposeful communication, either directly or through agents, promoting, supp01ting, modifying, opposing, causing the delay or abandonment of conduct, or otherwise intentionally affecting the behavior of a City official or official-elect, by any means, including, but not limited to, providing or using persuasion, infomiation, incentives, statistics, studies or analyses; excepted from this definition is communication made as a part of a noticed governmental public meeting.
(h) "Legislative action" means the drafting, introduction, consideration, modification, enactment or defeat of any resolution, ordinance, amendment thereto, report, nomination or other action of the Mayor, City Council, Santa Clara Stadium Authority, City of Santa Clara Housing Ordinance/Regulation of Lobbying Activities Page 3 of 13 Authority, any other joint powers authority of which the City is a party, or City board or commission, acting in its official capacity.
(i) "Lobbying" is the influencing or attempting to influence a legislative or administrative action of the City.
U) "Lobbyist," unless exempt under Subsection 4 hereunder, means:
(1) Contract lobbyist. A person who engages in lobbying on behalf of one (1) or more clients (acting individually or through agents, associates, employees or contractors) and who has received or has entered into an agreement for compensation of one thousand dollars ($1,000.00) or more, or equivalent non-monetary compensation ("threshold compensation") for engaging in lobbying during any consecutive three (3) month period; (2) Business or organization lobbyist. Any business or organization, whose owner(s), officer(s) or employee(s) cany out lobbying on its behalf, in an aggregate amow1t of ten (10) hours or more within any consecutive twelve (12) month period, whether or not such of~cers or employees are specifically compensated to engage in lobbying; provided that the activities of officers shall be considered lobbying only if those officers receive compensation by the business or organization beyond reimbursement for their reasonable travel, meals or incidental expenses; or, (3) Expenditure lobbyist. A person who makes payments or incurs expenditures of five thousand dollars ($5,000.00) or more during any calendar year in connection with canying out public relations, advertising or similar activities with the intent of soliciting or urging, directly or indirectly, other persons to communicate directly with any City official in order to attempt to influence legislative or administrative action. The five thousand dollars ($5,000.00) threshold shall not include: (A) Compensation paid to contract lobbyists or employees for lobbying; or (B) Dues Ordinance/Regulation of Lobbying Activities Page 4 of 13 payments, donations, or other economic consideration paid to an organization, regardless of whether the dues payments, donations or other economic consideration are used in whole or in part to lobby. (k) Exemptions to "lobbyist" include:
(1) Any public official acting in his or her official capacity or acting within the scope of his or her employment or appointment;
(2) The media, when limiting its action to the ordina1y course of news gathering or editorial activity, as carried out by members of the press. "Media" shall mean newspapers or any other regularly published periodical, radio or television station or network or information published on the internet;
(3) Persons reimbursed for only their reasonable travel, meals or incidental expenses, including but not limited to, uncompensated members or directors of nonprofit organizations, such as chambers of cmmnerce;
( 4) Persons whose communications regarding any legislative or administrative action are limited to appearing or submitting testimony at any public meeting held by the City or any of its agencies, offices, or depaiiments, as long as the communications thereto are public records available for public review. Notwithstanding the foregoing, persons who otherwise qualify as lobbyists must register and disclose their lobbying activities directed toward City officials, in the same manner and to the same extent such registration and disclosure is required of all other lobbyists;
(5) Persons submitting bids or responding to requests for proposals, provided the provision of such infom1ation is limited to diJ.-ect conversation or conespondence with the official or department specifically designated to receive such information; Ordinance/Regulation of Lobbying Activities Page 5 of 13 ( 6) Persons providing oral or written information pursuant to a subpoena or otherwise compelled by law or regulation, or in response to an official request provided that the request and response thereto are public records available for public review; (7) Designated representatives of a recognized employee organization whose activities are limited to communicating with city officials or their representatives regarding (i) wages, hours and other terms or conditions of employment, or (ii) the administration, implementation or interpretation of an existing employment agreement; (8) Persons who are professionally licensed by a state licensing organization pursuant to the California Business & Professions Code, including, but not limited to, attorneys, architects and engineers; provided however, the exemption for attorneys shall only be applicable if the attorney is engaged in the practice oflaw with respect to the subject of the employment; (9) Board members or employees of nonprofit 501 ( c )(3) corporations, unless the non-profit organization is lobbying for a specific project, issue or person for which the organization has received compensation or a contribution to lobby for or against a specific project, issue or person; or,
(10) Members of neighborhood associations.
(1) "Organization" means any person that is not an individual. (m) "Person" means any individual, domestic or foreign corporation, for-profit or nonprofit entity, firm, association, syndicate, union, chamber of commerce, joint-stock company, partnership of any kind, limited liability company, common-law trust, society, or any other group of persons acting in concert.
Ordinance/Regulation of Lobbying Activities Page 6 of 13
2.155.030 Registration.
Lobbyists shall register with the City Clerk within fifteen (15) days after qualifying as a lobbyist under Section 2.155.020. Should a lobbyist have a change to its registration info1111ation, including, but not limited to, the legislative or administrative action for the City as to which the lobbyist has been engaged, after the annual registration period, such lobbyist shall file an amended registration with the City Clerk within fifteen (15) days of such change with the changed infmmation.
2.155.040 Annual registration renewal.
A lobbyist shall renew his or her registration by Janmuy 15 of each year unless he or she has terminated their status as a lobbyist pursuant to Section 2.155.050, by such date.
2.155.050 Termination of lobbyist status.
After initial registration, annual registration renewal will not be required if a declaration attesting to the te1111ination of lobbying services within the City has been filed with the City Clerk no later than January 15.
2.155.060 Active status.
All registrations, renewals and terminations will be deemed filed on the date received by the City Clerk. A lobbyist shall be deemed active for the duration of the year of registration ending December 31, unless a declaration attesting to te1mination of lobbying services within the City is filed.
2.155.070 Registration fees.
Persons subject to the registration requirements of this ordinance shall pay an annual fee set by resolution of the City Council. Persons registering for the first time after June 30 of a given year shall pay a reduced registration fee set by resolution of the City Council.
Ordinance/Regulation of Lobbying Activities Page 7 of 13 (a) The applicable registration fee is due at the time of registration or registration renewal. Payment will be deemed delinquent thereafter. Delinquency fees may be assessed as specified in subsection ( c) below, if payment occurs after the due date. (b) In addition to the annual fee, each registrant shall pay a fee set by resolution of the City Council per client for whom lobbying is undertaken for compensation in excess of five hundred dollars ($500.00). The fees for clients as of the date ofinitial registration shall be submitted with the registration. The fees for subsequent clients shall be due and submitted within fifteen (15) days of such change with the changed information pursuant to Section 2.155.030. (c) A fine of twenty-five dollars ($25.00) per day for delinquent fees, up to a maximum of five hundred dollars ($500.00), will be assessed until in compliance with the registration provisions herein.
2.155.080 Required registration information.
The initial registration shall contain the name, business address, telephone, email addresses and, if applicable, business license of all persons required to register pursuant to this Chapter, including the names of all owners of sole proprietorships and partnerships of fewer than ten (10) persons. If the registrant is a corporation, it shall also include the names of the president, secretary, chief financial officer, and agent for service of process, if any. Any business or organization registering under this act shall also briefly describe the nature of its business or organization and contact individual. In addition to this infonnation, the report shall contain the following:
( a) Contract lobbyists. The name, business address, telephone number of each client, the nature of each client's business and the item(s) oflegislative or administrative action the lobbyist is seeking to influence on behalf of the client; and the name of each person employed or retained by the lobbyist to lobby on behalf of each client.
Ordinance/Regulation of Lobbying Activities Page 8 of 13 (b) Business or organization lobbyists. The names of owners, officers or employees conducting lobbying activities and the item(s) oflegislative or administrative action the lobbyist is seeking to influence.
(c) Expenditure lobbyists. The item(s) of municipal legislative or administrative action the lobbyist is seeking to influence.
( d) Payment received by the reporting lobbyist for services as a consultant or in any other capacity for services rendered to a City agency, any City official or any City official-elect or their controlled committees, any officeholder committee, or ballot measure committee. The dates of payment and name of each payer shall be included.
( e) The name, address, title and telephone number of the person responsible for preparing the report, together with that individual's signature attesting to the authority of the signatmy and the accuracy and truthfulness of the information submitted.
2.155.090 Semi-annual reports.
Semi-annual repmts for the prior six (6) month period are to be filed with the City Clerk on or before July 15 and January 15 of each year, whether or not any lobbying activities have occurred during such period. Electronic repmting may also be pennitted by the City Clerk. Each semi-annual repmt shall contain the same information as required to be disclosed in the initial registration, for those activities occurring in that period. If a lobbyist has terminated all lobbying activities during such period, the lobbyist may file a declaration of te1mination with the semi-annual repo1i. The final semi-annual repmt shall include disclosure of any lobbying activities during the period of te1mination.
Ordinance/Regulation of Lobbying Activities Page 9 of 13
2.155.100 Records retention.
All information, reports and statements required to be filed under the provisions of this chapter shall be compiled and preserved by the City pursuant to the City's records retention schedule and shall be open to public inspection. Copies of the records pe1iaining to the above-required reports shall be preserved by the lobbyist for inspection and audit for a period of four (4) years from date of production.
2.155.110 Lobbyist identification.
When appearing in a lobbying capacity at any meeting with a city official or at a public meeting of the City Council or any other city board, commission or hearing, a contract lobbyist shall identify himself/herself and the client(s) on whose behalf he/she is appearing, and a business or organization lobbyist shall identify himself/herself and the business or organization he/she represents.
2.155.120 Prohibitions.
It shall be unlawful for any lobbyist to commit any of the following acts:
(a) Unregistered Lobbying. Acting as a lobbyist in the City without having registered in compliance with this chapter, or knowingly to employ a person or entity to serve as a lobbyist when such person is not registered pursuant to this chapter. (b) Unauthorized Communications. Sending or causing any communication to be sent to any City official in the name of any nonexistent person or in the name of an existing person without the express or implied consent of such person.
( c) Indirect Violations. Attempting to evade the requirements of this chapter through indirect eff01is or through the use of agents, associates, intermediaries or employees.
Ordinance/Regulation of Lobbying Activities Page 10 of 13 ( d) Creation of Obligations. Perfonning or sponsoring any act with the purpose and intent of placing any City official under personal obligation to the lobbyist. (e) Contingent Compensation. Compensation for lobbying activity when the compensation is directly dependent on the result oflegislative or administrative action(s) that are the subject of the lobbying activity.
2.155.130 Gifts.
It shall be unlawful for any lobbyist to deliver or cause to be delivered any gift to any City official, and for any City official to accept any gift from a lobbyist.
2.155.140 Enforcement.
Persons or entities that knowingly violate this chapter may be subject to penalties as set fmth in SCCC 1.05.070.
2.155.150 Injunction.
The City Attorney may seek injunctive relief in the comts to enjoin violations of or to compel compliance with the provisions of this chapter.
2.155.160 Practice restrictions.
No person convicted of a violation of this chapter may act as a lobbyist or otherwise attempt to influence municipal legislation for compensation for one (1) year after such conviction.
2.155.170 Exemptions.
Any person who in good faith and on reasonable grounds believes that he or she is not required to comply with the provisions of SCCC 2.155.030 by reason of his or her being exempt under SCCC 2.155.020(k) shall not be deemed to have violated the provisions of SCCC 2.155.030 if, within fifteen (15) days after notice from the City, he or she either complies or furnishes satisfactmy evidence to the City that he or she is exempt from registrntion." Ordinance/Regulation of Lobbying Activities Page 11 of 13 SECTION 2: Savings clause. The changes provided for in this ordinance shall not affect any offense or act committed or done or any penalty or forfeihll'e incurred or any right established or accruing before the effective date of this ordinance; nor shall it affect any prosecution, suit or proceeding pending or any judgment rendered prior to the effective date ofthis ordinance. All fee schedules shall remain in force until superseded by the fee schedules adopted by the City Council.
SECTION 3: Constitutionality, sev~rability. If any section, subsection, sentence, clause, phrase, or word of this ordinance is for any reason held by a court of competent jmisdiction to be unconstitutional or invalid for any reason, such decision shall not affect the validity of the remaining portions of the ordinance. The City Council hereby declares that it would have passed this ordinance 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 declared invalid.
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Ordinance/Regulation of Lobbying Activities Page 12 of 13 SECTION 4: Effective date. This ordinance shall take effect thirty (30) days after its final adoption; however, prior to its final adoption it shall be published in accordance with the requirements of Section 808 and 812 of "The Charter of the City of Santa Clara, California." PASSED FOR THE PURPOSE OF PUBLICATION this 15th day of December 2015, by the following vote:
AYES: COUNCILORS:
NOES: COUNCILORS:
ABSENT: COUNCILORS:
ABSTAINED: COUNCILORS:
Caserta, Davis, Gillmor, Kolstad, Marsalli and O'Neill
and Mayor Matthews
None
None
None
ATTEST:
&,r-----
ROD DIRIDON, JR.
CITY CLERI<.
CITY OF SANTA CLARA
FINALLY PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF SANTA CLARA this 12th day of Januaiy 2016, by the following vote:
AYES: COUNCILORS:
NOES: COUNCILORS:
ABSENT: COUNCILORS:
ABSTAINED: COUNCILORS:
Attachments incorporated by reference: None
l:\ORDINANCES\Lobbying Ordinance 12-21-15.doc
Ordinance/Regulation of Lobbying Activities
Case1ta, Davis, Gillmor, Kolstad, Marsalli and
O'Neill and Mayor Matthews
None
None
None
ATTEST: {kc
ROD DIRIDON, JR.
CITY CLERI<.
CITY OF SANT A CLARA
City of Santa Clara
Registered Lobbyists as of 2/6/2023
LAST NAME FIRST NAME ORGANIZATION TYPE OF LOBBYIST
Acton Alex Forty Niners Football Company LLC Business/Organization Adarkar Prabir DoorDash, Inc Business/Organization
Albertson Dustin Forty Niners Football Company LLC Business/Organization Alvarez Mattew Housing Action Coalition Business/Organization Barry Jude Catapult Strategies Inc Contract
Berg Jessica Housing Action Coalition Business/Organization Bini David
Santa Clara and San Benito Counties Building and Construction Trades Council Business/Organization
Bitbadal Edesa Elevate Now Consulting, LLC Contract
Breeze Elaine SummerHill Apartment Communities Business/Organization Cacciotti Jon HMH Engineering Business/Organization
Cantore Vince Core Affordable Housing, LLC Business/Organization Caple Ellie Forty Niners Football Company LLC Business/Organization Carillo Pete Silcion Valley Advisors Contract
Chandhok Rahul Forty Niners Football Company LLC Business/Organization Cohen Jean South Bay Labor Council Business/Organization Cronan Megan HMH Engineering Business/Organization
Cunneen Jim California Strategies and Advocates Contract Davis Evette BergDavis Public Affairs Expenditure
Ebrahimi Kevin SummerHill Homes LLC Business/Organization Eimer Stephen F. Related Santa Clara, LLC Business/Organization Fong Jeff Forty Niners Football Company LLC Business/Organization Frattin Daniel Housing Action Coalition Business/Organization Gaines Dashiell Hunter Storm, LLC Business/Organization Giorgetti Tracy HMH Engineering Business/Organization
Gordon Hannah Forty Niners Football Company LLC Business/Organization Guardino Leslie Canyon Snow Consulting, LLC Contract
Guerra Alicia Buchalter Contract
Guido Al Forty Niners Football Company LLC Business/Organization Han Baoshan Kylli Inc Business/Organization
Hashimoto Ray HMH Engineering Business/Organization
Himmel Kenneth A. Related Santa Clara, LLC Business/Organization Hughes Allie Canyon Snow Consulting, LLC Contract
Hunter, Jr. Derek K Hunter Storm, LLC Business/Organization James Cynthia Noble James, LLC Contract
Jimenez Gabriela BergDavis Public Affairs Expenditure
Jimenez Zef HMH Engineering Business/Organization
Johnson Jennifer Canyon Snow Consulting, LLC Contract
Kaune Jason D. Pacific Gas and Electric Company Business/Organization Lama Erin DoorDash, Inc Business/Organization
Larson Matt Canyon Snow Consulting, LLC Contract
MacNell Larry Forty Niners Football Company LLC Business/Organization Matthews Emily Forty Niners Football Company LLC Business/Organization Mezzetti Robert L. Mezzetti Law Firm, Inc. Contract
Meyersick Andrew California Strategies and Advocates Contract Miller Russell H. Forty Niners Football Company LLC Business/Organization Moore Kevin Kevin Moore Contract
Payne Christopher DoorDash, Inc Business/Organization
Pirayou Ash Rutan & Tucker Contract
Poppe Patricia Pacific Gas and Electric Company Business/Organization Rodriguez Leslie California Strategies and Advocates Contract Ross Stephen M. Related Santa Clara, LLC Business/Organization Rupert Joshua Hunter Storm, LLC Business/Organization
Sapirman Ali Housing Action Coalition Business/Organization Attachment #3
Sausedo Patricia Patricia Sausedo Contract
Sheaff Spencer Housing Action Coalition Business/Organization Sherringham Tia DoorDash, Inc Business/Organization
Silva Tony HMH Engineering Business/Organization
Smith Corey Housing Action Coalition Business/Organization Stephens Joshua Forty Niners Football Company LLC Business/Organization Storm Edward D. Hunter Storm, LLC Business/Organization Sun Ou Kylli Inc Business/Organization
Torres Diana Forty Niners Football Company LLC Business/Organization Wilhelm Peter Forty Niners Football Company LLC Business/Organization Wong Brian Pacific Gas and Electric Company Business/Organization Xu Tony DoorDash, Inc Business/Organization
Yandell Keith DoorDash, Inc Business/Organization
Yang Jie Kylli Inc Business/Organization
York Jed Forty Niners Football Company LLC Business/Organization I
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Attachment #4
1 NOSSAMAN LLP
22CV393667
Santa Clara - Civil
BRENDAN F. MACAULAY (SBN 162313)
2 [email protected]
DAVID C. LEE (SBN 193743)
3 [email protected]
50 California Street, 34th Floor
4 San Francisco, CA 94111
Telephone: 415.398.3600
5 Facsimile: 415.398.2438
6 NOSSAMAN LLP
GABRIELA S. PEREZ (SBN 322161)
7 [email protected]
777 South Figueroa Street, 34th Floor
8 Los Angeles, CA 9001 7
Telephone: 213.612.7800
9 Facsimile: 213.612.7801
Electronically Filed
by Superior Court of CA,
County of Santa Clara,
on 3/4/2022 5:52 PM
Reviewed By: J. Ngo
Case #22CV393667
Envelope: 8439032
10 Attorneys for Defendant CITY OF SANTA CLARA
11 NO FEE DUE- GOVERNMENT CODE § 6103
12 13
14 SUPERIOR COURT OF THE STATE OF CALIFORNIA
FOR THE COUNTY OF SANTA CLARA
15 REPUBLIC METROPOLITAN, a Delaware
LLC,
16 17
18 vs.
Plaintiff,
CITY OF SANTA CLARA, a municipal
19 corporation; and DOES 1 through 10, inclusive,
20 Defendant.
21 22
23 24
25 26
27 28
- 1 -
Case No: 22CV393667
Assigned for all purposes to:
Hon. Drew Takaichi
DECLARATION OF BRENDAN F.
MACAULAY IN SUPPORT OF
DEMURRER OF CITY OF SANTA
CLARA TO PLAINTIFF REPUBLIC
METROPOLITAN'S COMPLAINT AND
MOTION TO STRIKE PORTIONS OF
PLAINTIFF'S COMPLAINT
Date:
Time: 9:00 a.m.
Dept.: 2
Date Action Filed: January 24, 2022
Trial Date: None
J. go
DECLARATION OF BRENDAN F. MACAULAY IN SUPPORT OF DEMURRER AND MOTION TO STRIKE 60364927.v2
1 2
3 DECLARATION OF BRENDAN F. MACAULAY
I, Brendan F. Macaulay, declare as follows:
1. I am an attorney duly admitted to practice before this Court. I am a partner at 4 Nossaman LLP, attorneys ofrecord for Defendant City of Santa Clara ("City"). I have personal 5 knowledge of the facts contained in this Declaration and if called upon to do so, I could and 6 would competently testify thereto. I submit this declaration in accordance with Code of Civil 7 Procedure section 435.5 and 430.31, subdivision (a), to establish that the parties met and 8 conferred prior to the City's filing of its Demurrer to Plaintiff Republic Metropolitan's 9 ("Plaintiff') Complaint ("Complaint") and Motion to Strike Portions of Plaintiffs Complaint.
2. On February 15, 2022, I wrote to Plaintiffs counsel, Joseph W. Cotchett and Ann 11 M. Ravel, explaining the grounds for the City's anticipated demurrer and motion to strike. 12 Attached hereto as Exhibit A is a true and correct copy of my February 15, 2022 letter. We 13 thereafter scheduled a meet and confer February 22, later rescheduled for February 23, 2022. 14 3. On February 22, 2022, Mr. Cotchett sent me a letter rejecting the points raised in 15 my February 15, 2022 letter and declining to make any changes to the Complaint. Attached 16 hereto as Exhibit Bis a true and correct copy of the February 22, 2022 letter. 17 4. Thereafter, on February 23, 2022, I met and conferred telephonically with 18 Plaintiffs counsel, Mr. Cotchett and Tamarah Prevost. On February 24, 2022, I was notified by 19 Mr. Cotchett that Plaintiff had not altered its position and would not be amending its Complaint. 20 5. On February 24, 2022, Plaintiff provided the City with an extension to respond to 21 Plaintiffs Complaint, making the new deadline to file a response ( the demurrer and motion to 22 strike) March 4, 2022.
23 6. On February 15, 2022, I served Plaintiff with a Demand for Bill of Particulars, 24 pursuant to Code of Civil Procedure section 454. On March 2, 2022, Plaintiff served its response 25 to the City's Demand for Bill of Particulars. Attached hereto as Exhibit C is a true and correct 26 copy of Plaintiffs response to the City's Demand for Bill of Particulars. 27 I I I
28 / / /
-2-
DECLARATION OF BRENDAN F. MACAULAY IN SUPPORT OF DEMURRER AND MOTION TO STRIKE 60364927.v2
1 I declare under penalty of perjury under the laws of the state of California that the 2 foregoing is true and correct.
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
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27 28
Executed this 4th day of March, 2022 in San Francisco, California. ~
~ ~---~ F7'Jacaulay
- 3 -
DECLARATION OF BRENDAN F. MACAULAY IN SUPPORT OF DEMURRER AND MOTION TO STRIKE 60364927.v2
EXHIBIT A
NOSSAMAN LLP
VIA EMAIL
February 15, 2022
Joseph W. Cotchett
James G. Dallal
Tamarah P. Prevost
COTCHETT, PITRE & McCARTHY, LLP
San Francisco Airport Office Center
840 Malcolm Road, Suite 200
Burlingame, CA 94010
[email protected]
[email protected]
[email protected]
Ann M. Ravel
RAVEL LAW
25 Central Avenue
Los Gatos, CA 95030
[email protected]
Re: Republic Metropolitan v. City of Santa Clara, et al.
Santa Clara Superior Court Case No. 22CV393667
Dear Counsel:
ATTORNEYS AT LAW
50 California Street
34th Floor
San Francisco, CA 94111
T 415.398.3600
F 415.398.2438
Brendan F. Macaulay
D 415.438.7204
[email protected]
Refer To File# 300201-0007
Nossaman LLP has been retained to represent the City of Santa Clara with respect to the above-referenced case. The purpose of this letter is to meet and confer with you about various deficiencies in the complaint, in advance of a potential demurrer and motion to strike.
Deficiencies In Causes Of Action
1. First Cause of Action for Alleged Violation of the Housing Accountability Act.
Plaintiff's sole remedy under the Act is to seek a writ of mandamus under Code of Civil Procedure § 1094.5. Government Code§ 65589.5(m) ("Any action brought to enforce the provisions of this section shall be brought pursuant to Section 1094.5 of the Code of Civil Procedure ... "). The Complaint does not seek such a remedy. Moreover, Plaintiff failed to verify the Complaint, as is also required. Further, Plaintiff fails to identify the grounds upon which the mandamus is based, as required by Code of Civil Procedure 1094.5(b).
Second, the HAA claim is untimely under Government Code§ 65589.5(m), given that the acts complained of occurred in 2020 at the latest, and potentially as early as 2019.
Finally, Plaintiff does not allege the predicate act to a HAA claim. Among other things, the City did not "disapprove the housing development project" as that term is defined by the HAA. Government Code § 65589.5(h)(6).
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2. Second Cause of Action for Negligent Misrepresentation.
First, this claim fails because the City is immune from negligent misrepresentation claims under Govt. Code § 818.8, which provides, "A public entity is not liable for an injury caused by misrepresentation by an employee of the public entity, whether or not such misrepresentation be negligent or intentional."
Second, even if the City were not immune from this type of claim, the claimed misrepresentations at issue are not actionable against any defendant. Here, there are two "misrepresentations" that were allegedly made:
• Plaintiff claims the City made a "misrepresentation by omission" by failing to tell Plaintiff something, namely, that SLA might be an impediment to development. ,i 158(d).
Plaintiff elsewhere alleges that the City's entering into the ENA is an implied representation that the property was developable. ,i105 (by entering into the ENA, the City "sent a message to REMET that the SLA would not prevent the project from going forward"). However, implied misrepresentations are not actionable. Randi W. v. Muroc Joint Unified Sch. Dist., 14 Cal. 4th 1066, 1083 (1997) ("The tort of negligent misrepresentation requires a 'positive assertion' and does not apply to implied misrepresentations."').
• Plaintiff's other claimed misrepresentations are likewise not actionable and cannot be relied upon. The other alleged misrepresentations were legal statements about the developability of the property. However, those dealing with a public agency are presumed to know the law with respect to any agency's authority to contract. Ame/co Electric v. City of Thousand Oaks, 27 Cal. 4th 228, 242 (2002) ("One who makes a contract with a municipal corporation is bound to take notice of limitations on its power to contract and also of the power of the particular officer or agency to make the contract."); G.L. Mezzetta, Inc. v. City of American Canyon, 78 Cal.App.4th 1087, 1093-1094 (2000). Assuming these statements were actually made, these are legal opinions that cannot be reasonably relied upon by Plaintiff. Plaintiff was represented by competent counsel and it cannot sue an opposing party for what is essentially a claim of legal malpractice.
Finally, even if Plaintiff could sue for negligent misrepresentation, such a claim is not properly pied. Negligent misrepresentation is a species of fraud that must be pied with specificity. Small v. Fritz Companies, Inc., 30 Cal. 4th 167, 184 (2003) (claims for negligent misrepresentation must adhere to the same heightened pleading standards as claims for fraud). "Averments of fraud must be accompanied by 'the who, what, when, where, and how' of the misconduct charged." Vess v. Ciba-Geigy Corp. USA, 317 F.3d 1097, 1106 (9th Cir. 2003). Plaintiff fails to plead any specifics about the claimed misrepresentations. ,i 158(a)-(c).
3. Third Cause of Action for Specific Performance - Entry of Disposition and Development Agreement.
As an initial matter, any claim for breach of contract must allege the terms of the contract in haec verba or attach the contract that was supposedly breached. Plaintiff sues under an ENA that it claims was amended for the 3rd time. ,i 168. But Plaintiff does not attach any such amendment or describe the terms of the third amendment. Nor does Plaintiff allege the terms of the DOA that it requests that the Court compel.
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Secondly, the Court cannot order specific performance of an expired contract. The ENA expired of its own accord according to the Complaint. Plaintiff alleges the parties signed an ENA on February 6, 2018 and amended it twice - on February 8, 2019 and November 12, 2019. ,r,r 166, 173. Plaintiff further alleges that, per the November 12, 2019 amendment, ENA was to expire on August 5, 2020. Plaintiff alleges that the City (but not VTA) agreed to extend the ENA for the third time if: (a) Plaintiff provided a second well; (b) Plaintiff would indemnify City from any SLA liability; and (c) a final term sheet was accomplished by November 2020.
Plaintiff does not allege that it never accepted these three conditions to the third amendment to the ENA that might have extended its effect beyond August 2020. Instead, Plaintiff alleges that it orally accepted the SLA indemnity provision on July 6, 2021. Complaint, Exhibit L, last page, ,r 132, ("Ms. Macy first clarified that there existed a change to the prior posture in that REMET would now provide the indemnity for any activity pursuant to the Surplus Land Act, 'as requested by the City Attorney."'). Plaintiff does not allege that the Plaintiff ever agreed to the second well site, and concedes that its belated, partial change of heart occurred long after the November 2020 deadline that was one of the City's conditions for amending the ENA for a third time. Nor does Plaintiff allege that the VTA ever agreed to an extension under any terms agreed to by Plaintiff. Thus, according to Plaintiff's allegations, the ENA expired on August 5, 2020.
Finally, the Court cannot order parties to sign a definitive agreement. Copeland v. Baskin Robbins, 96 Cal. App. 4th 1251 (2002) ("The law provides no remedy for breach of an agreement to agree because the court may not imply what the parties will agree upon."). Plaintiff is not seeking specific performance of the (expired) ENA, but instead requests a pointless order that two of the three parties execute a definitive agreement (a potential agreement that might result from bargaining during an ENA). Plaintiff is requesting relief that is expressly contrary to the terms of the ENA itself. Paragraphs 2 and 21 of the ENA provides that the City not obligated to enter into a DOA, and that any DOA is effective only if approved by the City and the VTA. Here, the VTA is not a party to this action, is not alleged to have done anything wrong, and could not be compelled to sign a DOA even if the City and Plaintiff agreed to terms. Moreover, the ENA limits Plaintiff's remedies to the return of certain deposits, and precludes the relief requested.
ENA ,r 25, Exhibit B to Complaint.
4. Fourth Cause of Action for Breach of Contract (Damages).
This cause of action seeks money damages for breach of the ( expired) ENA based on six claimed breaches identified in ,r 175(a) - (f). Each is addressed below in turn:
(a) Plaintiff generally alleges that the City breached the ENA by failing to negotiate in good faith. Plaintiff does not identify what specifically the City did that would constitute such a breach. Even if claim were adequately alleged and eventually proven, Plaintiff cannot recover the damages claimed. Plaintiff seeks unspecified "economic damages" in an amount proven at trial. It is unclear if Plaintiff seeks the $3.5 million incurred in alleged reliance on misrepresentations or unspecified lost profits1 from the contemplated project. Neither measure of damages is recoverable here because the parties expressly outlined what relief was available for breach, and waived any other remedy. Paragraph 25 of the ENA provides:
1 In addition to being too speculative to recover, it is well settled that lost profits are legally unavailable for breach of an ENA. Copeland v. Baskin Robbins, 96 Cal. App. 4th 1251 (2002). 60338834.vl
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Page4
(a) Default. Failure by a party to negotiate in good faith as provided in this Agreement shall constitute an event of default hereunder. The non-defaulting party shall give written notice of a default to the defaulting party, specifying the nature of the default and the required action to cure the default. If a default remains uncured thirty (30) days after receipt by the defaulting party of such notice, the nondefaulting party may exercise the remedies set forth in subsection (b). (b) Remedies. In the event of an uncured default by either of the Owners, the Developer's sole remedy shall be to terminate this Agreement, upon which termination the Developer shall be entitled to the return of the unexpended portion of the Negotiation Deposits and any interest earned thereon, provided, however, if the uncured default is the result of the City's or VTA's gross negligence or willful misconduct, the Developer's remedies shall include return of the original amount of the Negotiation Deposits. Following such termination and the return of the appropriate amount of the Negotiation Deposits and any interest earned thereon, no party shall have any further right, remedy, or obligation under this Agreement; provided, however, that the Developer's indemnification obligation pursuant to Section 24 shall survive such termination.
Except as expressly provided above, no party shall have any liability to the other for damages or otherwise for any default, nor shall a party have any other claims with respect to performance under this Agreement. Each party specifically waives and releases any such rights or claims it might otherwise have at law or in equity.
Thus, Plaintiff's sole remedy under the ENA for any "uncured default by either of the Owners" is a refund of the unexpended portion of the $50,000 in deposits.2 However, there are no allegations that:
• Plaintiff provided a written notice of default;
• The City failed to cure an alleged default;
• Plaintiff terminated the ENA; or
• Plaintiff was entitled to any funds from $50,000 (e.g., there were any unexpended funds available to refund).
Plaintiff instead alleges that the City never "manifested any intention" of providing an accounting or returning any portion of the deposits. Of course, the Court may ignore this allegation because it flatly contradicts the City's November 12, 2020 letter (Exhibit H to the Complaint) offering to refund any unexpended deposits. In any event, because the City had no obligation to refund anything, any claimed failure in that regard cannot constitute a breach. And again, there are no allegations that Plaintiff notified the City of any default in this regard or terminated the ENA. 2 The ENA permits the City to use the deposits for project-related expenses. The City must only refund unused portions if the City had breached the ENA. A full refund of the entire deposits could be required only if the City engaged in "gross negligence or willful misconduct," which is not alleged. Paragraph 25 also bars all of Plaintiff's non-contract claims. 60338834.vl
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(b), (c), (d) and (f). Four of the six claimed breaches of the ENA all pertain to purely internal communications between the City staff/attorneys and the City Council. ,T175 (b) - (f) (pp. 66-67). For example, Plaintiff alleges that attorneys/staff "advised the City Council inaccurately and fraudulently." ,I 175 (b), (c) and (f). These internal communications are not actionable. Not surprisingly, Plaintiff does not cite any specific duties as support for these allegations of breach, other than a general duty to negotiate in good faith during the term of the agreement in ,I 1 of the ENA. Of course, these internal communications were not negotiations with Plaintiff.
( e) Plaintiff's final claimed breach is that the City failed to extend the ENA. ,I 175( e ). Plaintiff does not cite any contractual duty to extend the ENA, and none exists. By that flawed logic, contracts could never expire. To the contrary, any extensions of the ENA are within the City's discretion under ,I 2 of the ENA - without any good faith or other restrictions on the exercise of that discretion.
In short, even if Plaintiff could allege a claim for breach of contract (which it has not), its remedies are drastically limited by contract.
5. Fifth Cause of Action for Breach of The Implied Covenant of Good Faith and Fair Dealing.
Plaintiff's breach of the implied covenant claim is virtually identical to the claim for breach of contract. It alleges the identical six acts that supposedly established a breach of contract.
Compare ,I 175 (a)-(f) to ,I 181 (a)-(f). The only difference in those allegations is that Plaintiff removed the citations to the contract in the cause of action for breach of the implied covenant (although such citations are still incorporated by reference per ,T178). Plaintiff cannot sue for breach of implied covenant for any obligations found in the contract, as Plaintiff alleges they are. Gareau & Co. v. Security Pacific Business Credit Inc., 222 Cal.App.3d 1371, 1395 (1990) Otherwise, this would create tort liability for breach of contractual obligations. And, of course, the ENA precludes any non-contract claims.
6. Quantum Meruit / Unjust Enrichment/ Restitution.
Plaintiff cannot sue the City for quantum meruit or any common count. Ame/co Electric v.
City of Thousand Oaks, 27 Cal.4th 228 (2002); Lundeen Coatings v Dept. of Water and Power, 232 Cal.App.3d 816 (1991 ). In Sheppard v. North Orange County Regional Occupational Program, 191 Cal.App.4th 289 (2010), the trial court properly sustained the demurrer to the quantum meruit claim because such a claim cannot be asserted against a public entity.
Government Code section 815 states: "Except as otherwise provided by statute: [,r] (a) A public entity is not liable for an injury, whether such injury arises out of an act or omission of the public entity or a public employee or any other person." The Legislative Committee Comment to section 815 states: "This section abolishes all common law or judicially declared forms of liability for public entities, except for such liability as may be required by the state or federal constitution .... " (Legis. Com. com., 32 West's Ann. Gov.Code (1995) foll. § 815, p. 167). See also, Katsura v.
City of San Buenaventura, 155 Cal.App. 4th 104, 109-110 (2007) ("It is settled that "a private party cannot sue a public entity on an implied-in-law or quasi-contract theory, because such a theory is based on quantum meruit or restitution considerations which are outweighed by the need to protect and limit a public entity's contractual obligations.") 60338834.vl
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Labeling this quantum meruit claim as "unjust enrichment" or "restitution" does not help Plaintiff because neither is an actual cause of action. California courts have repeatedly held that "there is no cause of action in California for unjust enrichment." Everett v. Mountains Recreation and Conservancy Authority, 239 Cal.App.4th 541, 553 (2015); Melchior v. New Line Prods., Inc., 106 Cal.App.4th 779, 794 (2003) (affirming trial court's dismissal of "unjust enrichment" claim on the ground that California law does not recognize such a cause of action). Restitution is likewise a remedy and not a cause of action on its own. (See Munoz v. MacMillan, 195 Cal. App. 4th 648, 661 (2011) ("There is no freestanding cause of action for 'restitution' in California."); McBride v. Boughton, 123 Cal.App.4th 379, 387 (2004) (restitution is a remedy, not a cause of action); Dean Witter Reynolds, Inc. v. Superior Court, 211 Cal.App.3d 758, 774 (1989)(restitution is a form of equitable relief.)
Allegations of the Complaint that Should Be Stricken.
In addition to the deficiencies outlined in the Complaint above, the Complaint contains pages upon pages of inappropriate and irrelevant allegations that have no place in a pleading.
As you know, the court may strike any "irrelevant, false or improper matter inserted in any pleading." Code of Civil Procedure§ 436. Regardless of the outcome of any demurrer, the following portions of the Complaint must be removed:
1. Inflammatory/Irrelevant Allegations Re Brian Doyle and Others.
The Complaint contains multiple allegations relating to Brian Doyle that have no place whatsoever in the Complaint, including his salary, his photo, the circumstances of his separation from the City, and other alleged conduct that is wholly unrelated to Plaintiff's claims. The Complaint does not even pretend to tie these extraneous allegations to any of Plaintiff's claims, such as any conceivable relevance of Mr. Doyle's salary to this case. Instead, these allegations appear to be acts of retaliation and vengeance that Plaintiff intended to cloak with the litigation privilege of Civil Code§ 47(b). Worse, Plaintiff's allegations appear to be intended to send a message to other staff, members of the City Council or anyone else that, if they dare to oppose REMET's project, they can expect to be harassed in future pleadings. For these reasons, the following allegations must be removed:
• 14: 12-21 (,r 32 (Partial: photo & caption))
• 14:25-28 (" ... , and has now been terminated due to his many acts ... a salary of $390,000 per year.")
• 23: 14-28 (Entirety of Heading 3, ,i 55 & nn. 5-6)
• 24: 1-28 (Entirety of ,i,i 56-57 & nn. 7-8)
• 24:22-25:6 (Entirety of Heading 4 and ,I58)
• 25:7-25 (photos & captions)
• 25:26-26: 13 (Entirety of ,i,i 59-60)
• 26:23-28 (Entirety of footnotes 9-11)
• 33:5-19 (Entirety of ,i 70)
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2. Irrelevant and Improper Diatribes About Affordable Housing.
Plaintiff's Complaint contains 191 paragraphs spanning 73 pages. Numerous pages are filled with extraneous diatribes/editorialization about affordable housing generally, including citations to irrelevant newspaper articles and purported quotations from Gavin Newsom. These allegations are a transparent attempt by Plaintiff to cloak itself in the mantle of a socially popular endeavor - affordable housing - when in reality this housing project was a for-profit endeavor designed to provide student housing across the street from Santa Clara University. See, e.g.
Exhibit A to Complaint ("I am pleased to submit this proposal ... for the development of a purpose-built student housing project."). Ironically, one reason the ENA expired was Plaintiff's refusal to indemnify the City against the potential SLA liability if the property was not first offered to affordable housing developers.
But even if Plaintiff's project were actually about affordable housing, the allegations do not belong in the Complaint. The following allegations should be stricken for that reason:
• 4: 1-16 (Entirety)
• 4:18-21 (Portion ot,11 - "Confronted with ... unjustifiably thwarted.") • 4:24-5: 13 (Entirety of ,r,r2-3)
• 8:25-9:5 (Entirety of Heading B and ,r 12)
• 9: 19-23 (Portion of ,r 14)
• 9:25-27 (Portion of ,r 15 - The CITY, however, has ... market-rate housing." • 16:4-17:24 (Entirety of Heading A.1 and ,r,r 38-42)
• 17:25-18:1 (,r 43 "The need to address environmental concerns ... expansion of transit networks.")
• 19: 1-28 & nn.1-2 (Entirety of ,r,r 44-45 and footnotes 1-2) • 20: 1-4 (Entirety of Heading 2 and ,r 46)
• 21 :8-23:13 (Entirety of ,r,r 49-54 and footnotes 3-4)
3. Irrelevant Allegations About the Brown Act.
Plaintiff has no claim for an alleged violation of the Brown Act. Thus, there is no relevance for entire paragraphs and other allegations on this topic, let alone legal conclusions and pontification about the Act generally. The following allegations should be removed:
• 4 7:23-48:3 (Entirety of ,r 115)
• 51 :1-7 (Entirety of Heading 5 and ,r 123)
4. Irrelevant and Improper Claims of Damages.
As indicated above, even if Plaintiff were to establish an uncured default of the ENA by the City, Plaintiff's potential recovery is limited to a refund of the unused portion of the $50,000 in deposits. Notwithstanding this limitation, the Complaint repeatedly alleges and prays for damages far beyond that- variously described as $3.5 million in reliance damages, and $5 60338834.vl
Joseph Cotchett, Ann Ravel, et al
February 15, 2022
million in economic benefits conferred or unjustly retained. These allegations are legally irrelevant, improper and should be removed:
• 65: 1-3 (Entirety of ,r 163)
• 72:25-26 (Portion of ,r188 - "and thereby improved ... to be determined at trial.")
• 73:27-7 4: 1 (Entirety of ,r 189)
• 73:4-6 (Entirety of ,r 190)
• 73:7-8 (Entirety of ,r 191)
Conclusion.
By close of business on February 16, please provide me with your availability for a video or telephonic session on or before February 21 to meet and confer regarding the foregoing.
Because we have laboriously outlined our position above, please be ready to state how the Complaint will be amended in light of the foregoing. We look forward to speaking with you.
BFM:al
60338834.vl
Very truly yours,
Brendan F. Macaulay
Nossaman LLP
EXHIBIT B
LAW OFFICES
COTCHETT, PITRE & McCARTHY, LLP
LOS ANGELES
Brendan F. Macaulay
Nossaman LLP
50 California Street, 34th Floor
San Francisco, CA 94111
SAN FRANCISCO AIRPORT OFFICE CENTER
840 MALCOLM ROAD
BURLINGAME, CA 94010
TELEPHONE (650} 697-6000
FAX(650)697-0577
Twenty-Second Day of
February 2022
Re: Republic Metropolitan v. Citv ofSanta Clara, et aL, Santa Clara Superior Court, Case No. 22CV393667
Dear Mr. Macaulay:
NEWVORK
This letter responds to your letter of February 15, 2022 regarding the City's anticipated demurrer and motion to strike in the above-captioned action. Per our email exchange, we will also be speaking with you on Wednesday, February 23 at 4:00 p.m.
The substance of your letter is interwoven with a host of fact disputes that render ReMet's claims sufficiently pled, and not susceptible to demurrer. The complaint also lays out in detail the specific acts and omissions giving rise to ReMet's claims, at least to the extent those acts were not willfully concealed by the City's employees and agents.
We therefore decline to amend the allegations, but remain willing to meet and confer further on this issue when we speak. As for the City's specific points challenging ReMet's claims, we can offer the following.
1. First Cause of Action - Housing Accountability Act
Regarding the Housing Accountability Act, we note that the letter does not cite any authority adopting the view that a party aggrieved by an agency's violations ofHAA are not redressable in civil litigation. The affordable housing community backs this effort, and we believe that the State government feels the same way. The claim is unquestionably timely, as the City withheld all information regarding its decision to terminate the project until November 12, 2020, and ReMet, after having its attempts at dialogue twice suppressed, followed the designated procedures for filing a claim against the City within the allowed time period. As for the notion that the City did not "disapprove the housing development project," that same letter says otherwise. And if
LAW OFFICES
COTCHETT, PITRE & McCARTHY, LLP
Brendan F. Macaulay
F .ebruary 22, 2022
Page2
the City's position is that ReMet is constrained to challenge the specific· act or decision disapproving the project via a w.rit of mandamus, our view is that the City excused that obligation when it rendered the decision in secret in violation of the Brown Act.
2. Second Cause of Action - Negligent Misrepresentation The letter cites little authority regarding the second cause of action for negligent misrepresentation. The City is presumed to know the law, and the gravamen ofReMet's claim is that the City misrepresented the.law. The claim is one for negligent misrepresentation, not the equally available theory of fraudulent misrepresentation, and regardless of whether specificity is required, ReMet's complaint offers enough specificity to meet the heightened standard.
3. Third through Fifth Causes of Action - Contract Claims It is always permissible to plead in the alternative. Under ReMet's theory, the signed agreements and course of performance do in fact give rise to contractual obligations, albeit obligattons the City ·ultimately repudiated, thereby leaving ReMet in the lurch and out millions. A party to a contract cannot deliberately sabotage performance and frustrate the purpose of the deal during the contract term, wait until the original written instrument is in some formal sense "expired," and then disclaim all responsibility to perform on that basis.
4. Sixth Cause of Action - Quantum Meruit
As for the letter's approach to the sixth cause of action, we believe it overstates the breadth and rigidity of the rules it draws from these cases, and we moreover note that they appear to address fact sce~arios readily distinguishable from the fact pattern here.
We also do not find illuminating the City's general invocation of sovereign immunity, especially given that ReMet scrupulously followed the :framework for claims against . public entities laid out in Government Code § 900 et seq.
5. Factual Representations to Be Stricken
The City also asks that ReMet reconsider certain of the factual material included within the complaint to support its allegations. These will remain as originally submitted.
We find it curious that the City would claim an interest in shielding from public scrutiny the actions of its former city attorney, whom the City Council summarily dismissed several months ago following a firestorm of criticisms related to his job performance. The former city. attorney's actions and legal advice are directly relevant to ReMet's claims.
ReMet's allegations recount the publicly relevant, public-facing acts of public officials who took certain official public action in their official public capacities while earning LAW OFFICES Brendan F. Macaulay
February 22, 2022
Page3
COTCHETT, PITRE & McCARTHY, LLP
salaries paid in public taxpayer dollars. This is important subject matter to include in a public lawsuit. And in a state that fully embraces the view that sunshine is the best disinfectant, a contrary rule barring disclosure of these facts would be wrong. As you know, there has been some very serious press regarding the conduct and operations of the City Council. I enclose but one recent example of what employees of the City have told the press, and numerous people concerned, about its operations. Apart from the censuring of certain Council meinbers-recently-Chris Jackson, a representative of City employees, told the Council last week that ·a survey had found City staff "frustrated and disheartened" by the council's inability to follow its code of ethics, and added:
This ongoing animosity, inappropriate, offensive and sometimes flat out inaccurate information from council during public meetings is not only embarrassing, but against the city's harassment, bullying and ethics and values policies . ... Slowly the code of ethics and values has eroded as council members gradually push the boundaries of unacceptable behavior on the dais and in their public roles as city officials.
The other portions of the complaint flagged by the City will also remain. There is no rule that calls for the striking of ~llegations in a lawsuit solely because the defendant chooses to characterize them as "diatribes." The affordable housing community stands firmly with ReMet, as will be made plain in future filings. That the City violated the Brown Act in terminating the project is incontrovertibly relevant to the overall legality, and fairness, of its actions, regardless of whether ReMet has c~.,...& to bring a standalone claim under that statute. The litigation will also afford · sample opportunity to prove up the amount of damages at issue.
We look forward to speaking about e
Encl.
Cc: Ann Ravel
James G. Dallal
Tamarah P. Prevost
Kathleen D'Elia
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Council drama spurring staff resignations
In exit interviews, employees are ·citing officials'
behavior as one of the reasons·they are leaving
an 11 to 14% vacancy rate. Now, one they bad while working for it's 17%. thecity.ofSanJose.Asecondper- "We have some known work- son handed in their resignation piace conditions that add to re- after.wat ching a. single council tention, but it's those same lmown meeting, and a thir~, who was ofworkplace conditions that add to fered the job, alsowi~drewth~1r our challenges to make it harder · candidacy after watching a coll.Ilfor us to recruit, as well," Santana cil meeting. • employees imowing the history of
tliat position.''
Over the last year;the coµncil
has struggled with unusually long meetings that often descend inio accusations of filibustering and
collusion with the 49ei;s; smirking at other council members' re- marlcs and shouting ·over one ifilBy Grace Hase [email protected] · The "GreatResignatiorr' has bit
Santa Clara, with many city em- ployees leaving in large part be- cause they've had enough of the City Council's behavior.
Manager Deanna Santana, who
relayed the sobering news to the
Santa Clara City Council earlier
this month.
Beyond council dynamics, em- ployees cited the workload and a lack of work-life balance as other motives to abandon ship.
And hiring to replace departed employees hasrrt been any easier.
Before the pandemic, the city had
said at the Feb. s meeting. "WE: just took it off foi: now be~ The city bas especially strug- cause 1t ha~ been UJ? for_ s~ Ion~, gled to hire someone to help ful- Santana said of the Job listmg. 'It fill California Public Records Act became embarrassing for the or- requests. The :first person quit af- ganization ~~ bav~ such an_ open ter just ftve days on the job, citing unfilled pos1~on given th~ history aheftyworltload that eclipsed the and tM lilceyliness of public sector InAp;ril 2021, the council cen- other on Zooi:n. •~
sured: Council;member ;Kathy
Watanab~ and adn1onisbed Mayor
Lisa Gillmor when Watanabe re- At least that's among the top three reasons given during their
exit interviews, accor~gto CitY, RESIGNATION » PAGE 2
Re~ignatio:q.
FROMPAGEl
[
fused to let Councilmember Kevin Park - the coun- cil's only Korean American - speak at a "Stop Asian Hate" rally.
- On two separate occa1
sions la51: year, residents
brought forward petitions
to the council to censure Councilmember Anthony
Becker and Park. They com- plained about Becker for "retaliating against a member of the public" during a meeting and Park for com- ments he made comparing single faini.ly homeowners not being able-to design a city to asking toddlers what they want for lunch. ... Neither was censured, but Becker ended up meeting with the resident to clear the air.
·. ,.~. - Top city officials are also acceptabl_e behavior on the ell agenda reports to Sili- that and then not expect T~e,_freshman co,uncjl- fed up with the council, ac- dais and in their public con Valley Powe1' contracts, tb,!J,t:tqete'.s going to be meqib_e(jdded that the cording to Chris Jackson, roles as city officials." according to Santana. · a con.sequ~.i;i~e," Gillmor cowii:il needs t o "turn over the president of Unit 9 - a -Tackson emphasized that C\o/ spokesp~rson Lo!]. said. ''.And ~~p,~'s wh_ere we a new leaf," "take away the union that represents un- each council member had Peterson said the council are right now. I think that politics" ·and foe.us on the classified managers. Jack- cast "the :first stone.'' has yet to announce a time- along with our other em- residents." · · son told the council last The lack of a:ciiy attor- ,;line fQr hiring a new attor- ployee issues, we have to In aik eymail, Peters.on week that a recent surve ney is aiso loo~g over -ney, however, a bid posted improve it because at the. said the,.cou.ncil will con- of Unit 9 employees found the city. In September, the la.st year said an interim endofthedayourresidents tinue its priority setting them to be "frustrated and council ii.red Brian Doyle city attorney should have in Santa Clara expect that meeting on March l when disheartened" by the coun- .from the position. At the started Jan. 18. we give them the highest there 1:wi].l be a "continued cil:s mability_ to follow its tiqie, Gillmor said that Gillmor did not respond level of services." . discu§_sion on governance code of eto.ics and "respec,:t- Vice Mayor Suds Jain and to a request for comment, Becker, who frequently and coµncil .collegiality." fully work with city man- Coll.Ilcilmembers Raj Cha- but during the meeting, spealcs out about the "tox- "City staff is request- agement.'' hal, Karen HardY, Park and said that the council ma- icity'' at the city, told this ing that city council help "This ongoing animos- Becker voted to terminate jQrity ii.ring Doyle "at the news organization that he pace the city's work to ality, inappropriate, offen- Doyle.' request of the {-9ers" has thouglrtitwas "inappropri- low staff to focus on the sive and sometimes flat Nearly six months since q:eat ed "ripple effects" ate" for Santana to throw critical priority of our ftsout · inaccurate informa- Doyle was axed, the city re-· throughout the city. Dur- "the City Coll.Ilcil under the ·ca1 condition and eI!lJ?loyee tion from council during mains without an at:torney ingthe 2020 election, 49ers bus.'' _ work-life balance given the public meetings is not only and continues to ,struggle owner Jed York spent se.v- . "What I've noticed with reduction·in staff capacity embarrassing, but against with hiring assistant city eral million dollars on the city ·manager · when (productivity hours),''. he the city's harassment, bul- attorneys. It's caused the an independent e.xpendi- she's saying t~at, is she's said. "Like other organi- lying and ethics and val- city to turn to a "whack- ture committee bacltirig basically saying that it's zations, COVID has placed ues policies," Jaclcson said. a-mole" approach to le- three of the current coun- council's fault and that's new· stressors on city staff "Slowly the code of ethics gal services, .focusing on ell members: Becker, Park not talcing any responsi- and s~aff-h~ absorbed_de- and values has eroded as litigation fust, which has and Jain. · bility for any shortcom- .. livering services during council members gradually created delays in every- "I think that this coun- ings," Becker said of San- COVID while sustainin g push ~e boundaries ofun- thing from creating coun- cil can't take action like tana's comments. day-to-day operations."
EXHIBIT C
$
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
27 28
LAW OFFICES
COTCHETT, PITRE &
MCCARTHY, LLP
JOSEPH W. COTCHETT (SBN 36324)
[email protected]
JAMES G. DALLAL (SBN 277826)
[email protected]
TAMARAH P. PREVOST (SBN 313422)
[email protected]
COTCHETT, PITRE & McCARTHY
San Francisco Airport Office Center
840 Malcolm Road, Suite 200
Burlingame, CA 94010
Telephone: (650) 697-6000
Facsimile: (650) 697-0577
ANN M. RAVEL (SBN 62139)
RAVEL LAW
25 Central A venue
Los Gatos, CA 95030
Telephone: (408) 458-0719
[email protected]
Attorneys for Plaintiff Republic Metropolitan LLC
SUPERIOR COURT OF THE STATE OF CALIFORNIA
IN AND FOR THE COUNTY OF SANTA CLARA
REPUBLIC METROPOLITAN, a
Delaware LLC,
Plaintiff,
v.
CITY OF SANTA CLARA, a municipal
corporation; and DOES 1 through 10,
inclusive,
Defendants.
Case No. 22CV393667
PLAINTIFF'S RESPONSE TO DEMAND
FOR BILL OF PARTICULARS
Action Filed: January 24, 2022
Plaintiff's Response to Bill of Particulars; Case No. 22CV393667 1 1 Plaintiff REPUBLIC METROPOLITAN, a Delaware LLC ("Plaintiff' or "REMET") 2 hereby responds to the Demand for Bill of Particulars (the "Demand") of Defendant CITY OF 3 SANT A CLARA, a municipal corporation ("Defendant" or "City"), as follows:
4 Plaintiff objects to the Demand on the grounds that it is overbroad, unduly burdensome 5 and exceeds the scope of California Code of Civil Procedure Section 454 ("Section 454"), the 6 language of which is limited to "items of an account," whereas Plaintiff has asserted several 7 causes of action premised on theories of recovery not tied to an "account." Plaintiff further 8 objects to the Demand on the grounds that it seeks broad discovery through the mechanism of 9 Code of Civil Procedure Section 454, which is unlawful and inappropriate. Plaintiff further 10 objects to the Demand because it is "not proper" under the circumstances of this case, which 11 concerns "both breach of contract and negligence," under the rule of Distefano v. Hall, 218 Cal. 12 App. 2d 657, 677-78 (1963). Plaintiff further objects to the Demand on the grounds that it is 13 premature and appears to be presented for purposes of imposing needless burden at the outset of 14 the litigation prior to the taking of any discovery. Plaintiff further objects to the Demand on the 15 grounds that it seeks information that is clearly within the appropriate scope of expert discovery 16 and analysis, at a stage of the lawsuit prior to the disclosure of expert witnesses. In presenting 17 this Bill of Particulars, Plaintiff does not concede that it states all sums lawfully owed to Plaintiff 18 for the entire course of Defendant's conduct or rightfully due under all six of the causes of action 19 asserted in this lawsuit, which additionally support redress in kind and an award of damages in 20 amounts exceeding sums shown in any "account" maintained by Plaintiff or otherwise, including 21 but not limited to sums awarded for pre-judgment or post-judgment interest. Plaintiff reserves all 22 rights including the right to amend or supplement this Bill of Particulars in due course at an 23 appropriate juncture later in the proceedings should discovery or other circumstances support 24 such amendment or supplementation.
25 Subject to and without waiving the foregoing objections, Plaintiff responds as follows:
26 1. Sums approximating $5,463,874.71 (costs reflected in $3,642,450.80 in itemized 27 entries plus $1,821,423.91 in interest to July 31, 2021) plus additional accrued interest as shown 28 $
LAW OFFICES
COTCHETT, PITRE &
MCCARTHY, LLP Plaintiff's Response to Bill of Particulars; Case No. 22CV393667 2 (!)
LAW OFFICES
in the file "Summary of Santa Clara Costs plus accrued interest to July 31, 2021," attached 2 hereto as Exhibit A.
3 2. Projected gross income and proceeds in an amount of at least $57,164,072, or in 4 the alternative $14,485,031, as reflected in internal analyses and projections shown in the fi1e 5 "Republic Santa Clara Project - Lost Opportunity" attached hereto as Exhibit B. 6 7
8 9
10 11
12 13
14 15
16 17
18 19
20 21
22 23
24 25
26 27
28 Dated: March 2, 2022
W.COTC
G.DALLAL
HP. PREVOST
At neys for Plaintiff Republic Metropolitan LLC
c~~i:;"~r:~/ Plaintiff's Response to Bill of Particulars; Case No. 22CV393667 3 Exhibit A
Summary of Santa Clara Costs plus accrued interest to July 31, 2021 Maturity Date: 7/31/2021
Interest Rate: 20%
# Days 365 Compounded
Type Date Num Name Memo Debit Credit Balance 0/S # Years Interest 01000 - Award Submission
RFP Submissions/Management
Macy Office of Design
Bill 01/16/2019 664 Macy Office of Design Santa Clara benefits presentation, brochure: des 1,385.16 1,385.16 927 2.539726 815.73 Bill 05/21/2019 681 Macy Office of Design Admin & Dev support - mailing to council membe 5,114.68 6,499.84 802 2.19726 2,520.17 Bill 09/30/2019 Inv #686 Macy Office of Design Admin & Dev support - June to Aug - presentatio 8,375.00 14,874.84 670 1.835616 3,328.92 Bill 09/30/2019 inv #690 Macy Office of Design Ad min & Dev support - Sept - community outrea< 5,052.50 19,927.34 670 1.835616 2,008.28 Bill 11/04/2019 693 Macy Office of Design Oct services - VTA/City cordination/Design/DDA 13,998.37 33,925.71 635 1.739726 5,225.07 Bill 12/03/2019 702 Macy Office of Design Nov services - meeting cordination city/VTA - De 8,892.50 42,818.21 606 1.660274 3,143.62 Bill 01/07/2020 709 Macy Office of Design Dec services - current reports/history of Santa Cl 3,117.46 45,935.67 571 1.564384 1,028.94 Bill 02/12/2020 712 Macy Office of Design Jan services - Program mgt Surplus Land Act fc 752.50 46,688.17 535 1.465753 230.53 Bill 05/03/2020 727 Macy Office of Design VTA Submittal/ongoing project management/foll< 2,557.50 49,245.67 454 1.243836 651.02 Bill 07/05/2020 729 Macy Office of Design May/June services - community/VTA meeting co 16,538.07 65,783.74 391 1.071233 3,567.04 Bill 08/18/2020 736 Macy Office of Design July services - prepare Early consideration pack: 17,595.00 83,378.74 347 0.950685 3,330.01 Bill 09/28/2020 742 Macy Office of Design Aug services - project management/city council I 10,670.10 94,048.84 306 0.838356 1,762.17 Bill 11/09/2020 748 Macy Office of Design Oct services - Books for VTA meeting - securing 2,579.76 96,628.60 264 0.723288 363.65 Bill 11/10/2020 749 Macy Office of Design Oct services - prep team/presentation - RFQ inte 6,685.00 103,313.60 263 0.720548 938.52 Total Macy Office of Design 103,313.60 0.00 103,313.60
Total RFP Submissions/Management 103,313.60 0.00 103,313.60 Total 01000 -Award Submission 103,313.60 0.00 103,313.60 01001 - Land
Appraisal Fees
Kidder Mathews
General Journal 10/03/2016 Kidder Mathews Paid via RUP - Appraisal of 500 Benton Street 2 3,000.00 3,000.00 1762 4.827397 4,233.70 General Journal 10/03/2016 Kidder Mathews Paid via RUP - Appraisal of NE El Camino Real/I 3,000.00 6,000.00 1762 4.827397 4,233.70 General Journal 12/02/2016 Kidder Mathews Paid via RUP -Appraisal of NE El Camino Real/F 3,000.00 9,000.00 1702 4.663014 4,020.12 General Journal 12/02/2016 Kidder Mathews Paid via RUP - Appraisal of 500 Benton Street - 3,058.32 12,058.32 1702 4.663014 4,098.27 Total Kidder Mathews 12,058.32 0.00 12,058.32
Total Appraisal Fees 12,058.32 0.00 12,058.32
Site Research
B. Mendelsohn
General Journal 09/23/2014 69 Bob Mendelsohn Paid via RUP - To record Oct 1 retainer to B. Me 833.34 833.34 2503 6.857534 2,076.11 General Journal 10/28/2014 70 Bob Mendelsohn Paid via RUP - Payment of Nov consultancy to E 833.34 1,666.68 2468 6.761644 2,025.68 General Journal 11/04/2014 148 Bob Mendelsohn Paid via RUP - Consulting fee to B. Mendelsohn 1,666.67 3,333.35 2461 6.742466 4,031.38 General Journal 11/14/2014 72 Bob Mendelsohn Paid via RUP - Transfer to Bob Mendelsohn - D, 833.33 4,166.68 2451 6.715068 2,001.48 General Journal 01/02/2015 73 Bob Mendelsohn Paid via RUP - Jan 2015 payment to B. Mendels 833.34 5,000.02 2402 6.580822 1,932.96 Total B. Mendelsohn 5,000.02 0.00 5,000.02
James Haas
General Journal 06/13/2014 74 James Haas Paid via RUP - May 10 - June 9 - Services re Tr 833.34 833.34 2605 7.136986 2,228.18 General Journal 07/13/2014 75 James Haas Paid via RUP - June 10 - July 9 - Services re Tr. 833.34 1,666.68 2575 7.054795 2,182.65 General Journal 08/13/2014 76 James Haas Paid via RUP - July 10 - Aug 9 - Services re Tra 833.34 2,500.02 2544 6.969863 2,136.31 General Journal 09/13/2014 77 James Haas Paid via RUP - Sept 10 - Oct 9 - Services re Trar 833.34 3,333.36 2513 6.884932 2,090.68 General Journal 09/15/2014 78 James Haas Paid via RUP -Aug 10 - Sept 9 - Services re Tra 833.34 4,166.70 2511 6.879452 2,087.76 General Journal 11/13/2014 79 James Haas Paid via RUP - Oct 10 - Nov 9 - Services re Tran 833.34 5,000.04 2452 6.717808 2,002.92 Total James Haas 5,000.04 0.00 5,000.04
Western Pacific Properties, Inc
General Journal 10/16/2014 80 Western Pacific Properties Paid via RUP - October Consultancy - S. Kellent 833.34 833.34 2480 6.794521 2,042.87
Summary of Santa Clara Costs plus accrued interest to July 31, 2021 Type Date Num Name Memo Debit Credit Balance 0/S # Years Interest General Journal 11/01/2014 81 Western Pacific Properties Paid via RUP - November Consultancy - S. Kelle 833.34 1,666.68 2464 6.750685 2,019.98 General Journal 12/01/2014 82 Western Pacific Properties Paid via RUP - December Consultancy - S. Kelle 833.34 2,500.02 2434 6.668493 1,977.54 General Journal 01/01/2015 83 Western Pacific Properties Paid via RUP - Jan Consultancy - S. Kellenbergt 833.34 3,333.36 2403 6.583562 1,934.35 Total Western Pacific Properties, Inc 3,333.36 0.00 3,333.36 Total Site Research 13,333.42 0.00 13,333.42
Total 01001 - Land 25,391.74 0.00 25,391.74
02000 - Construction
Preconstruction Services
General Journal 10/30/2017 Nibbi Brothers Associates, Paid via RUP - Pre Construction Services - PreliI 10,000.00 10,000.00 1370 3.753425 9,824.44 Bill 02/13/2018 17100044-001 Swinerton Management & C Cost peer review of Nibbi construction numbers 7,260.00 17,260.00 1264 3.463014 6,390.31 Bill 07/26/2019 Application #1 CBG Building Company June/July - Clark Preconstruction Services - Con 3,000.00 20,260.00 736 2.016438 1,332.97 Bill 08/28/2019 Application #2 CBG Building Company Aug - Clark Preconstruction Services - Contract : 1,500.00 21,760.00 703 1.926027 631.06 Bill 09/27/2019 Application #3 CBG Building Company Sep - Clark Preconstruction Services - Contract : 1,500.00 23,260.00 673 1.843836 599.37 Bill 10/25/2019 Application #4 CBG Building Company Oct - Clark Preconstruction Services - Contract ~ 1,500.00 24,760.00 645 1.767123 570.21 Bill 01/05/2020 Application #6 CBG Building Company Dec - Clark Preconstruction Services - Contract : 1,500.00 26,260.00 573 1.569863 497.08 Bill 02/26/2020 Application 6 - Feb CBG Building Company Feb - Clark Preconstruction Services - Contract 1,500.00 27,760.00 521 1.427397 445.87 Bill 02/27/2020 Feb -App #7 CBG Building Company Feb - App #7 - Clark Preconstruction Services 1,500.00 29,260.00 520 1.424658 444.90 Bill 04/13/2020 App #8- Mar CBG Building Company March - App #8 - Clark Preconstruction Service 1,500.00 30,760.00 474 1.29863 400.72 Bill 06/01/2020 App #9 Apr/May CBG Building Company Period to April 1 to May 31, 2020 - Clark Precon 3,000.00 33,760.00 425 1.164384 709.53 Bill 07/29/2020 App #10 - July CBG Building Company July 31, 2020 -App #10 - Clark Preconstruction 1,500.00 35,260.00 367 1.005479 301.80 Bill 08/31/2020 App #11 - August CBG Building Company August - Clark Preconstruction Services - Cont, 1,500.00 36,760.00 334 0.915068 272.34 Bill 09/28/2020 App #12 - Sept CBG Building Company Sept -App #12 - Clark Preconstruction Service, 1,500.00 38,260.00 306 0.838356 247.73 Bill 10/31/2020 App #13 CBG Building Company Oct - App #12 - Clark Preconstruction Services 1,500.00 39,760.00 273 0.747945 219.15 Bill 11/30/2020 App #14 - Nov CBG Building Company Nov - App #14 - Clark Preconstruction Services 1,500.00 41,260.00 243 0.665753 193.58 Bill 12/22/2020 App #15 CBG Building Company Nov - App #15 - Clark Preconstruction Services 1,500.00 42,760.00 221 0.605479 175.07 Bill 01/28/2021 App #16 CBG Building Company Jan - App #15 - Clark Preconstruction Services 1,500.00 44,260.00 184 0.50411 144.40 Total Preconstruction Services 44,260.00 0.00 44,260.00 Total 02000 - Construction 44,260.00 0.00 44,260.00
03000 - Arch. & Engineering
Architectural Design
Humphreys & Partners Architects
General Journal 02/17/2017 Humphreys & Partners - C, Paid via RUP - Site Plan Concept & Images - St 5,500.00 5,500.00 1625 4.452055 6,884.60 Bill 02/02/2018 65505 Humphreys & Partners - C, January services - Land planning - #1202 & 125( 3,500.00 9,000.00 1275 3.493151 3,116.98 Bill 04/04/2018 66049 Humphreys & Partners - C, April services - Site Plan revisions & renderings 3,295.00 12,295.00 1214 3.326027 2,747.47 Bill 04/04/2018 66031 Humphreys & Partners - S, April Services - Hand Drawn Color Perspective 2,000.00 14,295.00 1214 3.326027 1,667.66 Bill 06/12/2018 66646 Humphreys & Partners - S, Travel + May services - Site Plan concept - Desi, 3,530.09 17,825.09 1145 3.136986 2,724.17 Bill 07/08/2018 66944 Humphreys & Partners - S, June services - 2 perspective renderings ($5k) p 5,497.39 23,322.48 1119 3.065753 4,116.67 Bill 08/08/2018 67335 Humphreys & Partners - S, July services - 2 renderings (4 in total) 5,000.00 28,322.48 1088 2.980822 3,609.84 Bill 08/31/2018 67461 Humphreys & Partners - S, Aug services - landplan 555.69 28,878.17 1065 2.917808 390.26 Bill 11/02/2018 68155 Humphreys & Partners - S, Oct services 12,740.00 41,618.17 1002 2.745205 8,275.43 Bill 01/07/2019 68648 Humphreys & Partners - S, Missing invoices 3,330.46 44,948.63 936 2.564384 1,985.18 Bill 02/12/2019 69077 Humphreys & Partners - S, Elevations/conceptual floor plans/computer rend 19,800.46 64,749.09 900 2.465753 11,239.18 Bill 03/07/2019 69188 Humphreys & Partners - S, Land Plan revision 1,757.50 66,506.59 877 2.40274 966.12 Bill 04/04/2019 69445 Humphreys & Partners - S, Land Plan revision 2,903.24 69,409.83 849 2.326027 1,533.47 Bill 05/08/2019 69746 Humphreys & Partners - S, Concept Site Plan 1,202.50 70,612.33 815 2.232877 604.20 Bill 05/08/2019 69746 Humphreys & Partners - S, Concept Site Plan - Landscape 2,750.00 73,362.33 815 2.232877 1,381.76 Bill 05/29/2019 69955 Humphreys & Partners - S, May services - Land Plan/renderings 1,948.55 75,310.88 794 2.175342 948.51 Bill 07/08/2019 70273 Humphreys & Partners - S, June services - Land Plan/renderings 1,481.15 76,792.03 754 2.065753 677.43 Bill 08/09/2019 70703 Humphreys & Partners - S, July services - Land Plan/renderings 3,203.30 79,995.33 722 1.978082 1,391.06 Bill 09/06/2019 70988 Humphreys & Partners - S, August services - Land Plan/renderings 5,054.72 85,050.05 694 1.90137 2,094.36 Bill 10/09/2019 71544 Humphreys & Partners - S, Sept services - Land Plan/renderings 23,885.28 108,935.33 661 1.810959 9,344.26
Summary of Santa Clara Costs plus accrued interest to July 31, 2021 Type Date Num Name Memo Debit Credit Balance 0/S # Years Interest Bill 10/23/2019 71563 Humphreys & Partners - S, Oct services - Land Plan/renderings 21,430.00 130,365.33 647 1.772603 8,175.95 Bill 11/22/2019 71938 Humphreys & Partners - S, Nov services - Public meetings/project co-ordina 4,061.66 134,426.99 617 1.690411 1,466.14 Bill 12/23/2019 72474 Humphreys & Partners - S, Nov services - Elevation plans/conceptual floor i 15,060.82 149,487.81 586 1.605479 5,121.56 Bill 01/28/2020 72819 Humphreys & Partners - S, Jan services - Project co-ordination 2,311.33 151,799.14 550 1.506849 730.79 Bill 03/25/2020 73336 Humphreys & Partners - S, Jan services - Project co-ordination plus reprodu 2,721.19 154,520.33 493 1.350685 759.84 Bill 04/21/2020 73588 Humphreys & Partners - S, April services - Project co-ordination plus expem 1,916.23 156,436.56 466 1.276712 502.23 Bill 05/21/2020 73967 Humphreys & Partners - S, May services - Project co-ordination plus expens 1,403.65 157,840.21 436 1.194521 341.54 Bill 06/23/2020 74380 Humphreys & Partners - S, June services - Project co-ordination plus exper 5,022.30 162,862.51 403 1.10411 1,119.95 Bill 06/30/2020 2038 Humphreys & Ptnrs Landsc Landscape architectural plans for Planning App 1 5,850.00 168,712.51 396 1.084932 1,279.55 Bill 07/21/2020 74594 Humphreys & Partners - S, July services - application resubmittal + general 22,771.06 191,483.57 375 1.027397 4,691.05 Bill 09/25/2020 75247 Humphreys & Partners - S, Aug services - shadow study 2,000.00 193,483.57 309 0.846575 333.80 Bill 02/25/2021 76617 Humphreys & Partners - S, Reimbursable expenses re printing/shipping 454.48 193,938.05 156 0.427397 36.83 Total Humphreys & Partners Architects 193,938.05 0.00 193,938.05 Robin Chiang & Company
General Journal 06/23/2015 4 Robin Chiang & Company Paid via RUP - Paid via RUP - Concept design n 10,000.00 10,000.00 2230 6.109589 20,462.45 General Journal 10/01/2015 Robin Chiang & Company Paid via RUP - Concept design re Santa Clara/R 6,666.67 16,666.67 2130 5.835616 12,652.14 General Journal 01/08/2016 Robin Chiang & Company Paid via RUP - Concept design re Santa Clara/R 9,666.67 26,333.34 2031 5.564384 16,994.04 Total Robin Chiang & Company 26,333.34 0.00 26,333.34
Total Architectural Design 220,271.39 0.00 220,271.39
Civil Engineering
Alta Survey
Bill 04/10/2018 18040215 BKF Engineers (Santa Clar Services Feb 1 to April 1 - Alta Survey 6,808.00 6,808.00 1208 3.309589 5,639.35 Bill 05/15/2018 18050661 BKF Engineers (Santa Clar Services April 2 - April 29 - Alta Survey 4,425.20 11,233.20 1173 3.213699 3,525.36 Bill 06/13/2018 18060614 BKF Engineers (Santa Clar Services Apr 30 to May 27 - Alta Survey 3,566.80 14,800.00 1144 3.134247 2,749.35 Total Alta Survey 14,800.00 0.00 14,800.00
Hydrology services
Bill 06/08/2019 81802 5-19 Todd Groundwater Hydrology services pertaining to relocation of Cit 3,328.45 3,328.45 784 2.147945 1,595.56 Bill 07/08/2019 81802 6-19 Todd Groundwater Hydrology services pertaining to relocation of Cit 4,328.05 7,656.50 754 2.065753 1,979.51 Bill 08/08/2019 81802 7-19 Todd Groundwater Hydrology services pertaining to relocation of Cit 12,380.95 20,037.45 723 1.980822 5,385.39 Bill 09/08/2019 81802 8-19 Todd Groundwater Hydrology services pertaining to relocation of Cit 2,247.25 22,284.70 692 1.89589 927.94 Bill 10/08/2019 81802 9-19 Todd Groundwater Hydrology services pertaining to relocation of Cit 2,436.05 24,720.75 662 1.813699 954.71 Bill 12/12/2019 8180211-19 Todd Groundwater Hydrology services pertaining to relocation of Cit 4,695.25 29,416.00 597 1.635616 1,631.33 Bill 12/27/2019 12253 Infrastructure Engineering I Nov 30 to Dec 27 - Design engineering services 22,777.15 52,193.15 582 1.594521 7,684.65 Bill 01/08/2020 81802 12-19 Todd Groundwater Hydrology services pertaining to relocation of Cit 3,318.25 55,511.40 570 1.561644 1,093.00 Bill 01/31/2020 12311 Infrastructure Engineering I Nov 30 to Dec 27 - Design engineering services 39,859.94 95,371.34 547 1.49863 12,524.23 Bill 02/29/2020 12393 Infrastructure Engineering I Feb services - Design engineering services re w, 13,503.28 108,874.62 518 1.419178 3,987.60 Bill 03/23/2020 12518 Infrastructure Engineering 1 Mar services - Design engineering services re w, 4,485.99 113,360.61 495 1.356164 1,258.36 Bill 04/24/2020 12622 Infrastructure Engineering I Apr services - Design engineering services re WE 28,099.42 141,460.03 463 1.268493 7,311.58 Bill 05/29/2020 12692 Infrastructure Engineering I May services - Design engineering services re w 14,859.38 156,319.41 428 1.172603 3,541.93 Bill 07/26/2020 12762 Infrastructure Engineering 1 June services - Design engineering services rev 1,781.58 158,100.99 370 1.013699 361.66 Bill 07/31/2020 12836 Infrastructure Engineering 1 July services - Design engineering services re w 2,210.00 160,310.99 365 1 442.00 Bill 08/28/2020 12938 Infrastructure Engineering I Aug services - Design engineering services re w 979.37 161,290.36 337 0.923288 179.55 Bill 10/30/2020 13100 Infrastructure Engineering 1 Sept services - Design engineering services re"' 399.68 161,690.04 274 0.750685 58.62 Total Hydrology services 161,690.04 0.00 161,690.04
Structural
Bill 12/01/2019 10031900158 KPFF Inc. general pre-con consulting working with the Geol 300.00 300.00 608 1.665753 106.46 Bill 08/01/2020 335386 KPFF Inc. Structural engineering services thru July - pre-de 1,200.00 1,500.00 364 0.99726 239.28 Bill 09/01/2020 340137 KPFF Inc. Structural engineering services thru Aug - pre-de 500.00 2,000.00 333 0.912329 90.49 Total Structural 2,000.00 0.00 2,000.00
Traffic Studies
Bill 12/24/2019 Inv #1 CHS Consulting Group - Si 500 Benton - Santa Clara TDM & Parking Ratio! 18,879.00 18,879.00 585 1.60274 6,407.34
Summary of Santa Clara Costs plus accrued interest to July 31, 2021 Type Date Num Name Memo Debit Credit Balance 0/S # Years Interest Bill 01/10/2020 Invoice #3 CHS Consulting Group - S, Dec services - 500 Benton - Santa Clara TDM & 816.00 19,695.00 568 1.556164 267.70 Bill 02/11/2020 Inv #3 CHS Consulting Group - S, Jan services - 500 Benton - Santa Clara TDM & 4,379.00 24,074.00 536 1.468493 1,344.37 Bill 03/06/2020 #4 CHS Consulting Group - S, Feb services - 500 Benton - Santa Clara TDM & 4,704.00 28,778.00 512 1.40274 1,370.88 Bill 06/11/2020 Inv #5 CHS Consulting Group - S, March 1 to May 29, 2020 - revised TOM/Parking 3,241.00 32,019.00 415 1.136986 746.56 Bill 08/05/2020 #6 CHS Consulting Group - S, June 1 to July 31, 2020 - revised TOM/Parking S 2,362.00 34,381.00 360 0.986301 465.33 Total Traffic Studies 34,381.00 0.00 34,381.00
Utilities Studies
Bill 04/16/2018 18040523 BKF Engineers - Santa Cla Feb 26 to April 1 services - Utility due diligence - 1,200.00 1,200.00 1202 3.293151 987.44 Bill 05/14/2018 18050484 BKF Engineers - Santa Cla April 2 - 29 services - prelim utility exhibit+ filin( 3,397.20 4,597.20 1174 3.216438 2,709.45 Bill 06/04/2018 18060137 BKF Engineers - Santa Cla April 30 to May 27 services - Utility due dilgenc, 85.84 4,683.04 1153 3.158904 66.85 Bill 07/18/2018 18070572 BKF Engineers - Santa Cla May 28 - Jul 1 services - Utility due dilgence re, 2,212.97 6,896.01 1109 3.038356 1,637.88 Bill 09/07/2018 18090568 BKF Engineers - Santa Cla Jul 30 - Aug 26 services - Utility due dilgence re 300.00 7,196.01 1058 2.89863 208.91 Bill 10/04/2018 18100106 BKF Engineers - Santa Cla Aug 27 - Sept 30 services - Utility due dilgence 800.00 7,996.01 1031 2.824658 538.91 Bill 11/05/2018 18110251 BKF Engineers - Santa Cla Oct 1 to Oct 28 services - Utility due dilgence re 10,578.26 18,574.27 999 2.736986 6,845.11 Bill 02/13/2019 19020625 BKF Engineers - Santa Cla Dec 31 to Jan 27 services - Schematic Design/E 11,000.00 29,574.27 899 2.463014 6,235.23 Bill 03/08/2019 19030391 BKF Engineers - Santa Cla Jan 28 - Feb 24 services - Schematic Design/Er 3,182.50 32,756.77 876 2.4 1,747.01 Bill 04/15/2019 19040565 BKF Engineers - Santa Cla Feb 24 services - March 31- Schematic Design, 1,500.00 34,256.77 838 2.29589 779.73 Bill 05/10/2019 19050572 BKF Engineers - Santa Cla Apr services Schematic Design (Civil Engineerir 3,122.35 37,379.12 813 2.227397 1,564.16 Bill 06/12/2019 19060931 BKF Engineers - Santa Cla May services - Consultants - Todd Groundwater 3,524.52 40,903.64 780 2.136986 1,679.14 Bill 07/05/2019 19070087 BKF Engineers - Santa Cla June services - Consultants - Schematic Desig1 652.50 41,556.14 757 2.073973 299.86 Bill 10/14/2019 19100677 BKF Engineers - Santa Cla Aug 26 - Sept 29 services - Consultants - Scher 1,100.00 42,656.14 656 1.79726 426.52 Bill 11/01/2019 19110068 BKF Engineers - Santa Cla Sept 30 - Oct 27 services - Consultants - Scherr 1,252.00 43,908.14 638 1.747945 469.90 Bill 12/03/2019 19120583 BKF Engineers - Santa Cla Oct 28 - Nov 24 services - Schematic Design 158.28 44,066.42 606 1.660274 55.95 Bill 01/13/2020 20010629 BKF Engineers - Santa Cla Nov 25 - Dec 29 services - Site Plan - Joint Tre 16,412.76 60,479.18 565 1.547945 5,351.80 Bill 02/11/2020 20020674 BKF Engineers - Santa Cla Dec 30 - Jan 26 services - Site Plan - Joint Tren 5,378.75 65,857.93 536 1.468493 1,651.30 Bill 03/03/2020 20030286 BKF Engineers - Santa Cla Jan 27 - Feb 23 services - Site Plan redesign - 2,873.02 68,730.95 515 1.410959 842.85 Bill 04/10/2020 20040574 BKF Engineers - Santa Cla Feb 24 - Mar 29 services - Site Plan redesign - 93.26 68,824.21 477 1.306849 25.09 Bill 05/05/2020 20050321 BKF Engineers - Santa Cla Mar 30 - April 26 services - Site Plan redesign - 810.25 69,634.46 452 1.238356 205.24 Bill 06/05/2020 20060408 BKF Engineers - Santa Cla April 27 - May 24 services - Site Plan redesign • 2,199.35 71,833.81 421 1.153425 514.74 Bill 07/07/2020 200170476-10 BKF Engineers - Santa Cla May 25 - June 28 services - Prelim Stormwater I 1,256.00 73,089.81 389 1.065753 269.38 Bill 09/04/2020 20090367 BKF Engineers - Santa Cla July 27 - Aug 23 services - Prelim Stormwater IV 1,500.00 74,589.81 330 0.90411 268.80 Bill 10/07/2020 20100412 BKF Engineers - Santa Cla Aug 24 - Sept 27 services - Additions to Civil B, 24,444.50 99,034.31 297 0.813699 3,909.27 Bill 11/23/2020 20120027 BKF Engineers - Santa Cla Oct 26 - Nov 22 services - Utility Due Diligence 4,952.25 103,986.56 250 0.684932 658.70 Bill 01/04/2021 21010052 BKF Engineers - Santa Cla Nov 23 - dee 27 services - Utility Due Diligence 6,721.50 110,708.06 208 0.569863 735.92 Bill 02/01/2021 21020209 BKF Engineers - Santa Cla Dec 28 - 01/24 services - Utility Due Diligence - 2,917.25 113,625.31 180 0.493151 274.45 Total Utilities Studies 113,625.31 0.00 113,625.31
Total Civil Engineering 326,496.35 0.00 326,496.35
Environmental Study
AIIWest Environmental, Inc.
Bill 03/26/2018 18035.201 AIIWest Environmental - S, Phase I - 500 Benton Street - Database search, , 4,075.00 4,075.00 1223 3.350685 3,431.53 Bill 04/01/2018 18035.231 AIIWest Environmental - S, April services - soil sampling at 500 Benton St, (1 4,468.75 8,543.75 1217 3.334247 3,738.47 Bill 04/16/2018 18035.23.1 AIIWest Environmental - S, Subsurface Investigation; 500 Benton St, Santa , 2,500.00 11,043.75 1202 3.293151 2,057.18 Bill 04/18/2018 18035.23 VTA1 AIIWest Environmental - S, May 1- 15services - soil sampling at 500 Benton 4,783.05 15,826.80 1200 3.287671 3,927.12 Bill 04/18/2018 18035.2312 AIIWest Environmental - S, May 1- 15 services - Phase II soil sampling at 50 10,523.80 26,350.60 1200 3.287671 8,640.57 Bill 05/31/2018 18035.23.VTA.2 AIIWest Environmental - S, May 16 - 31 services - Phase II soil sampling at I 2,565.00 28,915.60 1157 3.169863 2,006.74 Bill 06/09/2018 204362 GPRS part of the scope of work performed for the Phas 750.00 29,665.60 1148 3.145205 580.77 Bill 06/27/2018 18035.2313 AIIWest Environmental - S, May 16 - June 12services - Phase II soil samplin 2,203.23 31,868.83 1130 3.09589 1,671.10 Bill 06/27/2018 18035.23.VTA.3 AIIWest Environmental - S, June 1 - 19 services - Phase II soil sampling at I 6,530.32 38,399.15 1130 3.09589 4,953.09 Bill 06/30/2018 18035.2314 AIIWest Environmental - S, June 13 - June 29 services - Phase II soil sampli 1,918.75 40,317.90 1127 3.087671 1,450.27 Bill 06/30/2018 18035.23.VTA5 AIIWest Environmental - S, June 20 - June 29 services - Phase II soil sampli 3,495.00 43,812.90 1127 3.087671 2,641.67 Bill 07/31/2018 18035.2315 AIIWest Environmental - S, July 1 - 29 services - Phase II soil sampling at 5 664.96 44,477.86 1096 3.00274 484.66
Summary of Santa Clara Costs plus accrued interest to July 31, 2021 Type Date Num Name Memo Debit Credit Balance 0/S # Years Interest Bill 07/31/2019 19109.361 AIIWest Environmental - Si July 1 - 29 services - Phase II soils and GW tabl 886.25 45,364.11 731 2.00274 390.59 Bill 10/31/2019 19109.3612 AIIWest Environmental - Si Aug 1 - Oct 31 services - consulting services re 1,123.75 46,487.86 639 1.750685 422.54 Total AIIWest Environmental, Inc. 46,487.86 0.00 46,487.86 David J. Powers & Associates, I
Bill 03/25/2019 SCU Mixed Use David J. Powers & Associa Deposit - CEQA - environmental review - Cost E 29,463.00 29,463.00 859 2.353425 15,787.57 Bill 05/30/2019 23746 David J. Powers & Associa Thru 4/30/19 - Preparation of Administrative Dra1 3,087.50 32,550.50 793 2.172603 1,500.64 Bill 06/26/2019 23832 David J. Powers & Associa Thru 5/31/19 - Preparation of Administrative Dra1 5,770.00 38,320.50 766 2.09863 2,689.56 Bill 07/24/2019 24031 David J. Powers & Associa Thru 6/30/19 - Preparation of Administrative Dra1 16,598.03 54,918.53 738 2.021918 7,398.84 Bill 08/22/2019 24151 David J. Powers & Associa Thru 7/31/19 - Preparation of Administrative Dra1 5,929.15 60,847.68 709 1.942466 2,519.73 Bill 09/25/2019 24182 David J. Powers & Associa Thru 8/31/19 - Preparation of Administrative Dra1 1,170.00 62,017.68 675 1.849315 469.14 Bill 10/29/2019 24402 David J. Powers & Associa Thru 9/30/19 - Preparation of Administrative Dra1 28,300.00 90,317.68 641 1.756164 10,679.99 Bill 11/20/2019 24531 David J. Powers & Associa Thru 10/31/19 - Preparation of Administrative Dr. 12,542.57 102,860.25 619 1.69589 4,544.56 Bill 12/24/2019 24632 David J. Powers & Associa Thru 11 /30/19 - Preparation of Administrative Dr. 8,458.75 111,319.00 585 1.60274 2,870.81 Bill 01/30/2020 24778 David J. Powers & Associa Thru 12/31/19 - Preparation of Administrative Dr. 13,133.31 124,452.31 548 1.50137 4,135.19 Bill 02/25/2020 24889 David J. Powers & Associa Thru 1/1/20 - Preparation of Administrative Draft 10,722.50 135,174.81 522 1.430137 3,194.19 Bill 02/25/2020 24889 David J. Powers & Associa Prepayment applied 10,054.06 125,120.75 522 1.430137 (2,995.07) Bill 03/23/2020 24948 David J. Powers & Associa Thru 2/29 - Preparation of Administrative Draft In 475.00 125,595.75 495 1.356164 133.24 Bill 03/23/2020 24948 David J. Powers & Associa Prepayment applied 475.00 125,120.75 495 1.356164 (1,083.24) Bill 08/19/2020 25598 David J. Powers & Associa Thru 7/31/20 - Preparation of Administrative Dra1 353.70 125,474.45 346 0.947945 66.73 Bill 08/19/2020 25598 David J. Powers & Associa Prepayment applied 353.70 125,120.75 346 0.947945 (774.13) Bill 09/29/2020 25723 David J. Powers & Associa Thru 8/31/20 - Project Management 1,888.12 127,008.87 305 0.835616 310.73 Bill 09/29/2020 25723 David J. Powers & Associa Prepayment applied 1,888.12 125,120.75 305 0.835616 (4,086.97) Bill 10/28/2020 25839 David J. Powers & Associa Thru 9/30/20 - Preparation of Administrative Dra1 828.75 125,949.50 276 0.756164 122.51 Bill 01/26/2021 26238 David J. Powers & Associa Thru 1/26/21 - ongoing CEQA 475.00 126,424.50 186 0.509589 46.25 Bill 02/21/2021 26310 David J. Powers & Associa Thru 2/24/21 - ongoing CEQA 3,336.50 129,761.00 160 0.438356 277.60 Total David J. Powers & Associates, I 142,531.88 12,770.88 129,761.00 Total Environmental Study 189,019.74 12,770.88 176,248.86 Geotechnical
Miller Pacific Engineering
Bill 06/05/2018 18773 Miller Pacific Engineering C Mar 12 - June 3 - Phase I - Prelim Geotechnical I 6,500.00 6,500.00 1152 3.156164 5,056.40 Bill 10/25/2019 20970 Miller Pacific Engineering C Jul 15 to Oct 13 - Geotechnical services - consul 3,025.00 9,525.00 645 1.767123 1,149.92 Bill 04/10/2020 21533 Miller Pacific - Santa Clara Geotecnical investigation - subsurface exploratic 14,266.23 23,791.23 477 1.306849 3,838.30 Bill 07/24/2020 21792 Miller Pacific - Santa Clara Geotecnical investigation - subsurface exploratic 13,836.00 37,627.23 372 1.019178 2,825.36 Total Miller Pacific Engineering 37,627.23 0.00 37,627.23 Other
Bill 04/10/2020 20200040101 Albion Environmental, Inc Archaeological & Native American oversight for, 2,579.04 2,579.04 477 1.306849 693.88 Total Other 2,579.04 0.00 2,579.04
Total Geotechnical 40,206.27 0.00 40,206.27
Mechanical Engineering
Integral Group
Bill 04/09/2020 15880 Integral Group Services thru March 31 - MEP services 7,197.00 7,197.00 478 1.309589 1,940.90 Bill 05/07/2020 16052 Integral Group Services thru April 30 - MEP services 1,297.50 8,494.50 450 1.232877 327.03 Bill 06/08/2020 16201 Integral Group Services thru May 31 - MEP services 5,755.00 14,249.50 418 1.145205 1,336.27 Bill 07/10/2020 1295 Integral Group Services thru June 30 - MEP services 1,295.00 15,544.50 386 1.057534 275.39 Bill 08/10/2020 16469 Integral Group Services thru July 31 - MEP services re entitlem, 600.00 16,144.50 355 0.972603 116.41 Total Integral Group 16,144.50 0.00 16,144.50
Total Mechanical Engineering 16,144.50 0.00 16,144.50
Total 03000 - Arch. & Engineering 792,138.25 12,770.88 779,367.37 03500 - Permits & Fees
City Staff Reimbursement
General Journal 01/18/2018 241 To record ENA deposit required by City of Santa 25,000.00 25,000.00 1290 3.534247 22,619.63
Summary of Santa Clara Costs plus accrued interest to July 31, 2021 Type Date Num Name Memo Debit Credit Balance 0/S # Years Interest General Journal 07/31/2018 260 To record cashier's check re funding of ENA dep 25,000.00 50,000.00 1096 3.00274 18,221.58 Total City Staff Reimbursement 50,000.00 0.00 50,000.00 Permits & Fees
Bill 02/21/2019 Filing Fees City of Santa Clara Santa Clara Planning Application Filing Fees 109,164.81 109,164.81 891 2.441096 61,196.78 Total Permits & Fees 109,164.81 0.00 109,164.81
Total 03500 - Permits & Fees 159,164.81 0.00 159,164.81 04000 • Legal Costs
Acquisition
Cox Castle Nicholson
Bill 01/26/2018 462730 Cox Castle - Santa Clara - Dec correspondence - conference with BM to dis 168.75 168.75 1282 3.512329 151.40 Bill 02/22/2018 464069 Cox Castle - Santa Clara - Dec/Jan correspondence - review project docs/ci 27,986.25 28,155.00 1255 3.438356 24,397.67 Bill 02/22/2018 464070 Cox Castle - Santa Clara 0 Jan services - review title docs - prepare title me 1,968.75 30,123.75 1255 3.438356 1,716.30 Bill 03/20/2018 465393 Cox Castle - Santa Clara - Feb correspondence - review city dev impact fee 9,189.59 39,313.34 1229 3.367123 7,789.29 Bill 03/20/2018 465394 Cox Castle - Santa Clara 0 Feb services - review title docs - contiinue title m 1,618.75 40,932.09 1229 3.367123 1,372.09 Bill 04/11/2018 466260 Cox Castle - Santa Clara 0 Mar services - review title docs - draft title object 5,425.00 46,357.09 1207 3.306849 4,488.80 Bill 04/11/2018 466259 Cox Castle - Santa Clara - Mar correspondence - review student housing le! 6,351.25 52,708.34 1207 3.306849 5,255.21 Bill 05/10/2018 467960 Cox Castle - Santa Clara 0 Apr services - finalize title objection letters - dele 1,453.74 54,162.08 1178 3.227397 1,164.66 Bill 05/10/2018 467959 Cox Castle - Santa Clara - Apr correspondence - review student housing le( 386.25 54,548.33 1178 3.227397 309.44 Bill 06/19/2018 469326 Cox Castle - Santa Clara 0 May services - review survey & title issues 1,837.50 56,385.83 1138 3.117808 1,406.64 Bill 07/20/2018 471160 Cox Castle - Santa Clara 0 June services - review survey & title issues - dra 5,968.58 62,354.41 1107 3.032877 4,407.13 Bill 08/15/2018 472478 Cox Castle - Santa Clara 0 July services - review survey & title issues - com 3,751.90 66,106.31 1081 2.961644 2,686.20 Bill 09/18/2018 474229 Cox Castle - Santa Clara 0 Review water & sewer line revisions to survey, rE 412.50 66,518.81 1047 2.868493 283.41 Bill 09/18/2018 474228 Cox Castle - Santa Clara - Aug correspondence - review application form ar 643.75 67,162.56 1047 2.868493 442.30 Bill 10/18/2018 476201 Cox Castle - Santa Clara 0 Review survey & Title - work on DOA worksheet 7,162.50 74,325.06 1017 2.786301 4,741.35 Bill 11/20/2018 477965 Cox Castle - Santa Clara - Oct correspondence - discuss DOA items, call to 435.00 74,760.06 984 2.69589 276.14 Bill 11/20/2018 476200 Cox Castle - Santa Clara - Sept correspondence - missing invoice 1,966.25 76,726.31 984 2.69589 1,248.17 Bill 11/20/2018 477966 Cox Castle - Santa Clara 0 Oct services - review survey & Title - work on DC 15,762.50 92,488.81 984 2.69589 10,006.00 Bill 12/11/2018 479008 Cox Castle - Santa Clara - Nov correspondence - review new zoning district 257.50 92,746.31 963 2.638356 159.07 Bill 01/10/2019 480435 Cox Castle - Santa Clara - Dec correspondence - review revised developmE 950.00 93,696.31 933 2.556164 563.99 Bill 01/10/2019 480436 Cox Castle - Santa Clara 0 Nov/Dec services - work on DOA Term sheet 12,253.75 105,950.06 933 2.556164 7,274.77 Bill 02/15/2019 482008 Cox Castle - Santa Clara - Jan correspondence - review parcel diagram/res, 1,008.75 106,958.81 897 2.457534 570.22 Bill 02/19/2019 482108 Cox Castle - Santa Clara 0 Jan services - work on DOA Term sheet 11,506.25 118,465.06 893 2.446575 6,468.24 Bill 03/21/2019 483711 Cox Castle - Santa Clara - Feb correspondence - review & analyze required 2,337.50 120,802.56 863 2.364384 1,259.72 Bill 03/21/2019 483712 Cox Castle - Santa Clara 0 Jan services - work on DOA Term sheeULease T 8,463.75 129,266.31 863 2.364384 4,561.25 Bill 04/19/2019 485397 Cox Castle - Santa Clara - Mar correspondence - review planning applicatio 1,010.00 130,276.31 834 2.284932 521.95 Bill 04/19/2019 485537 Cox Castle - Santa Clara 0 Mar services - title review/title objections - work c 9,427.47 139,703.78 834 2.284932 4,871.97 Bill 05/23/2019 487323 Cox Castle - Santa Clara - Apr correspondence - worrk on environmrntal CE 6,161.25 145,865.03 800 2.191781 3,026.66 Bill 05/23/2019 487324 Cox Castle - Santa Clara 0 Apr services - title review/title objections - work c 5,265.00 151,130.03 800 2.191781 2,586.39 Bill 06/16/2019 488382 Cox Castle - Santa Clara - May correspondence - research density bonus/p, 3,256.25 154,386.28 776 2.126027 1,541.74 Bill 06/16/2019 488383 Cox Castle - Santa Clara 0 May services - lot tie issues/well relocation 1,755.00 156,141.28 776 2.126027 830.94 Bill 07/23/2019 490357 Cox Castle - Santa Clara - June correspondence - various - CEDA,GPA & I< 846.41 156,987.69 739 2.024658 377.91 Bill 07/23/2019 490358 Cox Castle - Santa Clara 0 June services - review new changes to project re 438.75 157,426.44 739 2.024658 195.90 Bill 08/15/2019 491492 Cox Castle - Santa Clara - July correspondence - various - bonus density/er 9,953.75 167,380.19 716 1.961644 4,279.76 Bill 08/15/2019 491493 Cox Castle - Santa Clara 0 July services - review changes to entitlement dis 1,205.00 168,585.19 716 1.961644 518.11 Bill 09/19/2019 493197 Cox Castle - Santa Clara - Aug correspondence - various - review City planr 20,296.22 188,881.41 681 1.865753 8,223.67 Bill 09/30/2019 493854 Cox Castle - Santa Clara 0 Aug services - work on DOA Term sheeUsecond 23,550.66 212,432.07 670 1.835616 9,360.98 Bill 10/15/2019 494492 Cox Castle - Santa Clara - Sept correspondence - various - telephone confE 5,243.36 217,675.43 655 1.794521 2,029.45 Bill 10/16/2019 494711 Cox Castle - Santa Clara 0 Sep services - work on DOA Term sheeUaffordal 23,514.58 241,190.01 654 1.791781 9,085.05 Bill 11/19/2019 496151 Cox Castle - Santa Clara - Oct correspondence - call with TMO re affordabh 1,117.50 242,307.51 620 1.69863 405.67 Bill 11/19/2019 496152 Cox Castle - Santa Clara 0 Oct services - work on DOA Term sheeUaffordab 5,350.84 247,658.35 620 1.69863 1,942.42 Bill 01/22/2020 499928 Cox Castle - Santa Clara 0 Dec services - work on Surplus Land AcUafforda 18,633.75 266,292.10 556 1.523288 5,965.17
Summary of Santa Clara Costs plus accrued interest to July 31, 2021 Type Date Num Name Memo Debit Credit Balance 0/S # Years Interest Bill 01/22/2020 499927 Cox Castle - Santa Clara - Dec correspondence - draft TDM measures/term 7,756.25 274,048.35 556 1.523288 2,482.99 Bill 02/13/2020 500744 Cox Castle (redwood - land Jan services - surplus land act analysis 760.00 274,808.35 534 1.463014 232.33 Bill 02/21/2020 501170 Cox Castle - Santa Clara - Jan correspondence - research Surplus Land A< 13,081.25 287,889.60 526 1.441096 3,930.81 Bill 02/29/2020 501929 Cox Castle - Santa Clara 0 Jan services - work on Surplus Land AcUaffordal 22,005.03 309,894.63 518 1.419178 6,498.21 Bill 03/19/2020 502729 Cox Castle - Santa Clara - Feb correspondence - research Surplus Land A, 11,636.22 321,530.85 499 1.367123 3,293.87 Bill 03/19/2020 502730 Cox Castle - Santa Clara 0 Feb services - work on Surplus Land AcUaffordal 8,321.59 329,852.44 499 1.367123 2,355.60 Bill 04/09/2020 503937 Cox Castle - Santa Clara 0 Mar services - work on Surplus Land AcUaffordal 9,840.00 339,692.44 478 1.309589 2,653.67 Bill 04/09/2020 503936 Cox Castle - Santa Clara - Mar correspondence - research Surplus Land A, 11,065.00 350,757.44 478 1.309589 2,984.03 Bill 05/08/2020 505543 Cox Castle - Santa Clara - April correspondence - re Surplus Land AcUCity 9,998.75 360,756.19 449 1.230137 2,513.91 Bill 05/08/2020 505544 Cox Castle - Santa Clara 0 Apr services - work on Surplus Land AcUaffordat 6,150.00 366,906.19 449 1.230137 1,546.25 Bill 06/08/2020 507071 Cox Castle - Santa Clara 0 May services - work on Surplus Land AcWTA cc 5,535.00 372,441.19 418 1.145205 1,285.19 Bill 06/08/2020 507070 Cox Castle - Santa Clara - May correspondence - re school fees - student t 8,895.00 381,336.19 418 1.145205 2,065.36 Bill 07/31/2020 509899 Cox Castle - Santa Clara 0 June services - work on Surplus Land AcWTA c 13,838.74 395,174.93 365 1 2,767.75 Bill 07/31/2020 509898 Cox Castle - Santa Clara - June correspondence - DDA Term sheeUSLA/G 14,805.00 409,979.93 365 1 2,961.00 Bill 08/14/2020 510495 Cox Castle - Santa Clara - July correspondence - DDA Term sheeUSLA/GF 8,643.75 418,623.68 351 0.961644 1,656.47 Bill 08/14/2020 510496 Cox Castle - Santa Clara 0 July services - work on Surplus Land AcWTA cc 49,191.31 467,814.99 351 0.961644 9,426.90 Bill 09/28/2020 512748 Cox Castle - Santa Clara 0 August services - work on Surplus Land AcWTA 15,388.75 483,203.74 306 0.838356 2,541.46 Bill 09/28/2020 512747 Cox Castle - Santa Clara - August correspondence - VTA LSA lndemnity/n 2,722.50 485,926.24 306 0.838356 449.62 Bill 10/09/2020 513400 Cox Castle - Santa Clara - Sept correspondence - review parking + densit\ 9,422.50 495,348.74 295 0.808219 1,495.97 Bill 10/27/2020 514188 Cox Castle - Santa Clara 0 Sept services - work on Surplus Land AcWTA c, 1,230.00 496,578.74 277 0.758904 182.52 Bill 11/13/2020 515235 Cox Castle - Santa Clara - Oct correspondence - legislative Counsel opini< 3,515.00 500,093.74 260 0.712329 487.47 Bill 11/13/2020 515236 Cox Castle - Santa Clara 0 Oct services - correspondence re ENA contuatio 307.50 500,401.24 260 0.712329 42.65 Bill 12/10/2020 516893 Cox Castle - Santa Clara - Nov correspondence - legislative Counsel opini< 798.75 501,199.99 233 0.638356 98.59 Bill 01/26/2021 5188851 Cox Castle - Santa Clara - Dec correspondence - legislative Counsel opini< 2,042.50 503,242.49 186 0.509589 198.86 Bill 02/11/2021 519710 Cox Castle - Santa Clara - Jan correspondence - calls re potential amendrr 453.75 503,696.24 170 0.465753 40.21 Bill 03/09/2021 521010 Cox Castle - Santa Clara - Feb correspondence - re economic opportunity I, 4,727.50 508,423.74 144 0.394521 352.58 Bill 04/16/2021 522915 Cox Castle - Santa Clara - Mar correspondence - re economic opportunity I, 7,633.75 516,057.49 106 0.290411 415.09 Bill 05/10/2021 524354 Cox Castle - Santa Clara - Apr correspondence - re Surplus Land Act 5,451.25 521,508.74 82 0.224658 227.92 Bill 06/15/2021 526322 Cox Castle - Santa Clara - May correspondence - re Surplus Land AcUENAi 8,925.00 530,433.74 46 0.126027 207.45 Bill 07/15/2021 527918 Cox Castle - Santa Clara - June correspondence - re Surplus Land AcUENA 10,957.50 541,391.24 16 0.043836 87.93 Total Cox Castle Nicholson 541,391.24 0.00 541,391.24
Glazer Hongiman Ellick
General Journal 10/19/2016 Glazer Ellick (Santa Clara l Paid via RUP - Santa Clara - Aug/Sept correspoI 2,205.00 2,205.00 1746 4.783562 3,069.45 General Journal 12/08/2016 Glazer Ellick (Santa Clara l Paid via RUP - Santa Clara - OcUNov correspon< 1,890.00 4,095.00 1696 4.646575 2,519.44 General Journal 02/08/2017 10 Glazer Ellick (Santa Clara l Paid via RUP - Santa Clara - Dec corresponden< 787.50 4,882.50 1634 4.476712 993.74 General Journal 05/09/2017 11 Glazer Ellick (Santa Clara l Paid via RUP - March services - correspondence 4,796.00 9,678.50 1544 4.230137 5,575.14 General Journal 06/27/2017 12 Glazer Ellick (Santa Clara l Paid via RUP - May services - correspondence n 3,433.50 13,112.00 1495 4.09589 3,811.77 General Journal 08/08/2017 13 Glazer Ellick (Santa Clara l Paid via RUP - June/July services - corresponde 11,663.00 24,775.00 1453 3.980822 12,436.98 Bill 10/05/2017 12406 Glazer Ellick (Santa Clara l Santa Clara - Aug correspondence/ENA issues 2,779.50 27,554.50 1395 3.821918 2,799.94 Bill 11/21/2017 12473 Glazer Ellick (Santa Clara l Santa Clara - Oct correspondence with DeRiggi/I 763.00 28,317.50 1348 3.693151 733.07 Bill 02/16/2018 12662 Glazer Ellick (Santa Clara l Santa Clara - Dec/Jan various re financing/entith 4,397.50 32,715.00 1261 3.454795 3,858.33 Bill 04/16/2018 12721 Glazer Ellick (Santa Clara l Santa Clara - Feb/Mar various re ENA & DDA 2,260.00 34,975.00 1202 3.293151 1,859.69 Bill 06/08/2018 12772 Glazer Ellick (Santa Clara l Santa Clara - Apr correspondence with RLK/DeJ; 339.00 35,314.00 1149 3.147945 262.81 Bill 07/26/2018 12830 Glazer Ellick (Santa Clara l Santa Clara - June correspondence with RLK/Bt\ 452.00 35,766.00 1101 3.016438 331.40 Bill 08/03/2018 12879 Glazer Ellick (Santa Clara l Santa Clara - July correspondence with RLK - RE 565.00 36,331.00 1093 2.994521 410.35 Bill 11/06/2018 12977 Glazer Ellick (Santa Clara l Santa Clara - Aug/Sep correspondence with RL~ 2,930.50 39,261.50 998 2.734247 1,893.89 Bill 12/18/2018 13093 Glazer Ellick (Santa Clara l Santa Clara - Nov correspondence re DDA + Grc 4,181.00 43,442.50 956 2.619178 2,559.16 Bill 01/16/2019 13136 Glazer Ellick (Santa Clara l Dec correspondence - review revised LOI re DD, 1,243.00 44,685.50 927 2.539726 732.01 Bill 03/14/2019 13181 Glazer Ellick (Santa Clara l Jan/Feb correspondence - review revised LOI re 9,945.00 54,630.50 870 2.383562 5,413.12 Bill 05/08/2019 13294 Glazer Ellick (Santa Clara l Mar correspondence - work on DDA LOI - title ob 8,775.00 63,405.50 815 2.232877 4,409.06 Bill 06/13/2019 13329 Glazer Ellick (Santa Clara l May correspondence - CityNTA issues - status 2,164.50 65,570.00 779 2.134247 1,029.61
Summary of Santa Clara Costs plus accrued interest to July 31, 2021 Type Date Num Name Memo Debit Credit Balance 0/S # Years Interest Bill 07/17/2019 13386 Glazer Ellick (Santa Clara l June correspondence - pre-construction service 2,047.50 67,617.50 745 2.041096 923.07 Bill 09/17/2019 13500 Glazer Ellick (Santa Clara l July/Aug correspondence - ENA issues/TMO str 10,254.50 77,872.00 683 1.871233 4,169.34 Bill 11/14/2019 13563 Glazer Ellick (Santa Clara l SepUOct services - TMO LOI/TMO structuring/v, 16,497.00 94,369.00 625 1.712329 6,044.84 Bill 02/12/2020 13718 Glazer Ellick (Santa Clara l Dec/Jan services - SLA/DDA issues/various car 15,794.00 110,163.00 535 1.465753 4,838.52 Bill 04/15/2020 13768 Glazer Ellick (Santa Clara l Feb/Mar services - SLA/LOI issues/various corn 24,428.00 134,591.00 472 1.293151 6,494.97 Bill 05/20/2020 13826 Glazer Ellick (Santa Clara l Apr services - VTA/CEQA/LOI issues/various cc 3,286.00 137,877.00 437 1.19726 801.60 Bill 06/29/2020 13861 Glazer Ellick (Santa Clara l May services - VTA//TMO issues/various corres 6,572.00 144,449.00 397 1.087671 1,441.47 Bill 07/27/2020 13905 Glazer Ellick (Santa Clara l June services - DDA Term Shee - SLA/TMO iss 12,710.00 157,159.00 369 1.010959 2,572.50 Bill 09/14/2020 13990 Glazer Ellick (Santa Clara l July/Aug services - correspondence re LOI/TMC 29,202.00 186,361.00 320 0.876712 5,061.50 Bill 10/15/2020 14036 Glazer Ellick (Santa Clara l Sept services - correspondence re LOI/TMO car 2,666.00 189,027.00 289 0.791781 414.03 Bill 12/07/2020 14062 Glazer Ellick (Santa Clara l OcUNov services - correspondence re VTA ENP 2,914.00 191,941.00 236 0.646575 364.58 Bill 02/05/2021 14214 Glazer Ellick (Santa Clara l Jan services - correspondence re SLA issues 682.00 192,623.00 176 0.482192 62.67 Total Glazer Hongiman Ellick 192,623.00 0.00 192,623.00 Mazzetti Law Firm, Inc.
General Journal 03/02/2017 16 Mezzetti Law Firm, Inc. Paid via RUP - Legal retainer to assist on ENA \II 2,500.00 2,500.00 1612 4.416438 3,092.93 General Journal 04/01/2017 17 Mezzetti Law Firm, Inc. Paid via RUP - Feb/Mar times on ENA with City c 3,160.00 5,660.00 1582 4.334247 3,804.31 General Journal 04/01/2017 18 Mezzetti Law Firm, Inc. Paid via RUP - Less Legal retainer to assist on E 2,000.00 3,660.00 1582 4.334247 (6,407.79) General Journal 05/01/2017 19 Mezzetti Law Firm, Inc. Paid via RUP - April time - work on MOU 1,802.25 5,462.25 1552 4.252055 2,110.64 General Journal 06/01/2017 20 Mezzetti Law Firm, Inc. Paid via RUP - May time - work on MOU 2,105.00 7,567.25 1521 4.167123 2,394.98 Bill 07/01/2017 6200 Mezzetti Law Firm, Inc. May/June - work on ENA - various meetings 1,591.25 9,158.50 1491 4.084932 1,759.86 General Journal 09/04/2017 21 Mezzetti Law Firm, Inc. Paid via RUP - July/Aug time - work on MOU/I mi 4,323.00 13,481.50 1426 3.906849 4,490.22 Bill 10/01/2017 6277 Mezzetti Law Firm, Inc. Sept - various meetings, review minutes/agenda: 731.50 14,213.00 1399 3.832877 739.82 Bill 11/01/2017 6295 Mezzetti Law Firm, Inc. Oct - various meetings, telephone conversations 1,507.00 15,720.00 1368 3.747945 1,477.56 Bill 12/01/2017 6321 Mezzetti Law Firm, Inc. Nov - various meetings, telephone conversatiom 1,720.00 17,440.00 1338 3.665753 1,635.73 Bill 01/01/2018 6334 Mezzetti Law Firm, Inc. Dec - various meetings, telephone conversatiom 4,123.00 21,563.00 1307 3.580822 3,797.40 Bill 02/01/2018 6353 Mezzetti Law Firm, Inc. Jan - various meetings - VTA, City of Santa Clan 4,230.00 25,793.00 1276 3.49589 3,771.09 Bill 03/01/2018 6368 Mezzetti Law Firm, Inc. Feb - various meetings - VTA, City of Santa Clar 1,100.00 26,893.00 1248 3.419178 951.76 Bill 04/01/2018 6386 Mezzetti Law Firm, Inc. Mar - various meetings Bob/Kevin/Adam/Scott 1,826.00 28,719.00 1217 3.334247 1,527.59 Bill 05/01/2018 6404 Mezzetti Law Firm, Inc. Apr - various meetings re site & entitlement issUE 3,932.50 32,651.50 1187 3.252055 3,182.43 Bill 07/01/2018 6444 Mezzetti Law Firm, Inc. May- various TCs with BM 275.00 32,926.50 1126 3.084932 207.62 Bill 08/01/2018 6474 Mezzetti Law Firm, Inc. July- various TCs with BM/Lisa/Ruth 775.50 33,702.00 1095 3 564.56 Bill 09/01/2018 6499 Mezzetti Law Firm, Inc. Aug - various TCs with BM/Lisa/Ruth re VTA con 2,718.00 36,420.00 1064 2.915068 1,906.54 Bill 10/01/2018 6505 Mezzetti Law Firm, Inc. Sept - various TCs with BM/ScotUMayor re strate 2,536.50 38,956.50 1034 2.832877 1,715.03 Bill 11/01/2018 6524 Mezzetti Law Firm, Inc. Oct - various TCs with BM/ScotUMayor re ENA - 4,388.00 43,344.50 1003 2.747945 2,853.90 Bill 12/01/2018 6544 Mezzetti Law Firm, Inc. Nov - prep for city hall meeting - continuing ENA 2,895.50 46,240.00 973 2.665753 1,812.12 Bill 01/02/2019 6561 Mezzetti Law Firm, Inc. Dec- finalize ENA extension - meet with CityNTI 5,687.10 51,927.10 941 2.578082 3,412.59 Bill 02/01/2019 6569 Mezzetti Law Firm, Inc. Jan - finalize ENA extension/Amendment #1- Cit 3,977.50 55,904.60 911 2.49589 2,292.07 Bill 03/01/2019 6594 Mezzetti Law Firm, Inc. Feb - various re ENA extensionNT A - emails wit 3,107.50 59,012.10 883 2.419178 1,722.70 Bill 04/01/2019 6612 Mezzetti Law Firm, Inc. Mar - various re strategy/project development ca 7,792.00 66,804.10 852 2.334247 4,133.52 Bill 05/01/2019 6629 Mezzetti Law Firm, Inc. Apr - various emails re union strategy/well locatic 1,986.50 68,790.60 822 2.252055 1,008.58 Bill 06/01/2019 6678 Mezzetti Law Firm, Inc. Apr - various emails/hearings/Tes re VTA - City, 8,787.50 77,578.10 791 2.167123 4,258.00 Bill 07/01/2019 6711 Mezzetti Law Firm, Inc. June srvices - work on resolution - meetings with 5,862.25 83,440.35 761 2.084932 2,711.12 Bill 08/01/2019 6745 Mezzetti Law Firm, Inc. July services - work on ENA extension/meetings 7,639.80 91,080.15 730 2 3,361.51 Bill 09/01/2019 6765 Mezzetti Law Firm, Inc. Aug services - work on ENA & strategy, researc~ 3,267.25 94,347.40 699 1.915068 1,365.30 Bill 10/01/2019 6772 Mezzetti Law Firm, Inc. Sep services - work on ENA /affordable housing 3,426.50 97,773.90 669 1.832877 1,359.58 Bill 11/01/2019 6787 Mezzetti Law Firm, Inc. Ocvt services - work on ENA /affordable housing 1,232.00 99,005.90 638 1.747945 462.40 Bill 12/01/2019 6805 Mezzetti Law Firm, Inc. Nov services - work on ENA - prep & attend Cit~ 7,942.00 106,947.90 608 1.665753 2,818.35 Bill 01/01/2020 6838 Mezzetti Law Firm, Inc. Dec services - work on ENA - research Surplus 7,679.75 114,627.65 577 1.580822 2,565.40 Bill 02/01/2020 6858 Mezzetti Law Firm, Inc. Jan services - work on ENA - research Surplus I 6,157.00 120,784.65 546 1.49589 1,930.52 Bill 03/01/2020 6881 Mezzetti Law Firm, Inc. Feb services - work on ENA /term sheets - resea 4,622.00 125,406.65 517 1.416438 1,361.91 Bill 04/01/2020 6902 Mezzetti Law Firm, Inc. Mar services - work on ENA /term sheets - resea 13,926.00 139,332.65 486 1.331507 3,826.39
Summary of Santa Clara Costs plus accrued interest to July 31, 2021 Type Date Num Name Memo Debit Credit Balance 0/S # Years Interest Bill 05/01/2020 6908 Mezzetti Law Firm, Inc. Apr services - work on Surplus Land Requiremer 7,957.00 147,289.65 456 1.249315 2,035.44 Bill 06/02/2020 6928 Mezzetti Law Firm, Inc. May services - work on Term sheet/CEQA,SLA - 7,145.50 154,435.15 424 1.161644 1,685.56 Bill 07/01/2020 6941 Mezzetti Law Firm, Inc. June services - work on Term sheet/CEQA,SLA • 20,150.00 174,585.15 395 1.082192 4,395.07 Bill 08/01/2020 6954 Mezzetti Law Firm, Inc. July services - work on Term sheet/CEQA,SLA/C 14,831.75 189,416.90 364 0.99726 2,957.46 Bill 09/01/2020 6965 Mezzetti Law Firm, Inc. August services - work on Term sheet - attend V 8,923.50 198,340.40 333 0.912329 1,614.90 Bill 10/01/2020 6984 Mezzetti Law Firm, Inc. Sept services - follow up with City, GPA- researc 5,245.50 203,585.90 303 0.830137 857.15 Bill 11/01/2020 6994 Mezzetti Law Firm, Inc. Oct services - follow up with City, GPA- research 9,042.50 212,628.40 272 0.745205 1,315.95 Bill 12/01/2020 7004 Mezzetti Law Firm, Inc. Nov services - follow up re status/strategy 500.50 213,128.90 242 0.663014 64.31 Bill 12/31/2020 7016 Mezzetti Law Firm, Inc. Dec services - follow up re status/strategy/counc 2,902.75 216,031.65 212 0.580822 324.26 Bill 02/01/2021 7029 Mezzetti Law Firm, Inc. Jan services - follow up re status/strategy/with B, 3,816.50 219,848.15 180 0.493151 359.05 Bill 03/01/2021 7042 Mezzetti Law Firm, Inc. Feb services - various calls re status/EOA amen 1,161.50 221,009.65 152 0.416438 91.62 Bill 03/31/2021 7042-A Mezzetti Law Firm, Inc. Feb services - various calls re status/EOA amen 1,100.00 222,109.65 122 0.334247 69.12 Bill 04/01/2021 7068 Mezzetti Law Firm, Inc. Mar services - prep/calls re City amendment to E 3,089.00 225,198.65 121 0.331507 192.46 Bill 05/01/2021 7085 Mezzetti Law Firm, Inc. April services - prep/calls re Surplus Land Act 7,220.75 232,419.40 91 0.249315 335.80 Bill 06/01/2021 7104 Mezzetti Law Firm, Inc. May services - prep/calls re Surplus Land Act 4,137.00 236,556.40 60 0.164384 125.87 Bill 07/01/2021 7123 Mezzetti Law Firm, Inc. June services - prep/calls - public support 16,575.50 253,131.90 30 0.082192 250.26 Total Mezzetti Law Firm, Inc. 255,131.90 2,000.00 253,131.90 Other Legal
Bill 02/04/2020 2239.01 Matteoni, O'Laughlin & Hee Jan services - work on resolving the Surplus La, 2,910.00 2,910.00 543 1.487671 906.71 Bill 02/21/2020 636206 Berliner Cohen LLP Jan services re Suplus Land Act Research 13,798.60 16,708.60 526 1.441096 4,146.37 Bill 03/25/2020 638499 Berliner Cohen LLP Feb services re Suplus Land Act Research 2,215.90 18,924.50 493 1.350685 618.75 Bill 04/22/2020 640511 Berliner Cohen LLP March services re Suplus Land Act Research 1,305.00 20,229.50 465 1.273973 341.21 Bill 05/19/2020 641922 Berliner Cohen LLP April services re Suplus Land Act Research 1,215.00 21,444.50 438 1.2 297.15 Bill 06/02/2020 File 2239.01 Matteoni, O'Laughlin & Hee Balance c/f - work on resolving the Surplus Lane 100.00 21,544.50 424 1.161644 23.59 Bill 07/10/2020 645014 Berliner Cohen LLP June services re Suplus Land Act Research 2,070.00 23,614.50 386 1.057534 440.19 Bill 08/17/2020 646835 Berliner Cohen LLP July services re Suplus Land Act Research 945.00 24,559.50 348 0.953425 179.41 Bill 09/08/2020 648394 Berliner Cohen LLP Aug services re CEQA + possible EIR required d 90.00 24,649.50 326 0.893151 15.92 Bill 10/19/2020 651207 Berliner Cohen LLP Sep services re follow up re CEQA + EIR 225.00 24,874.50 285 0.780822 34.42 Bill 11/11/2020 652416 Berliner Cohen LLP Sep services re follow up re CEQA + EIR 1,890.00 26,764.50 262 0.717808 264.26 Bill 01/19/2021 656779 Berliner Cohen LLP Dec services - strategy to get ENA extended 900.00 27,664.50 193 0.528767 91.09 Bill 02/21/2021 658290 Berliner Cohen LLP Jan services - correspondence re ENA 141.00 27,805.50 160 0.438356 11.73 Bill 03/17/2021 660999 Berliner Cohen LLP Feb services - correspondence with City Attorne 705.00 28,510.50 136 0.372603 49.56 Bill 04/22/2021 662917 Berliner Cohen LLP Mar services - correspondence re Surplus Land 4,136.00 32,646.50 100 0.273973 211.84 Bill 05/20/2021 665047 Berliner Cohen LLP April services - correspondence re Surplus Lane 4,042.00 36,688.50 72 0.19726 148.02 Bill 06/24/2021 668019 Berliner Cohen LLP MAyservices - correspondence re ENA/Econom 1,410.00 38,098.50 37 0.10137 26.30 Bill 07/14/2021 669136 Berliner Cohen LLP June services - correspondence re SLA/revolvir 423.00 38,521.50 17 0.046575 3.61 Total Other Legal 38,521.50 0.00 38,521.50
Total Acquisition 1,027,667.64 2,000.00 1,025,667.64
Total 04000 - Legal Costs 1,027,667.64 2,000.00 1,025,667.64 05000 - Marketing & Relations
Community & Govt Relations
Cunneen Company
Bill 01/15/2019 Jan 15 - Feb 15 Cunneen Company Jan 15 - Feb 15 retainer ($2k month - $150k afte 2,000.00 2,000.00 928 2.542466 1,179.40 Bill 02/15/2019 Feb 15 - Mar 15 Cunneen Company Feb 15 - Mar 15 retainer ($2k month - $150k afte 2,000.00 4,000.00 897 2.457534 1,130.55 Bill 03/27/2019 Mar 15 -Apr 15 Cunneen Company Mar 15-Apr 15 retainer ($2k month - $150k afte 2,000.00 6,000.00 857 2.347945 1,068.62 Bill 04/25/2019 Apr 15- May 15 Cunneen Company Apr 15 - May 15 retainer ($2k month - $150k af1 2,000.00 8,000.00 828 2.268493 1,024.49 Bill 07/19/2019 May 15 - June 15 Cunneen Company May 15 -June 15 retainer ($2k month - $150k al 2,000.00 10,000.00 743 2.035616 898.76 Bill 07/19/2019 June 15 - July 15 Cunneen Company June 15 - July 15 retainer ($2k month - $150k af 2,000.00 12,000.00 743 2.035616 898.76 Bill 08/15/2019 July 15 -Aug 15 Cunneen Company July 15 -Aug 15 retainer ($2k month - $150k aft 2,000.00 14,000.00 716 1.961644 859.93 Bill 09/27/2019 Sep 15 - Oct 15 Cunneen Company Sep 15 - Oct 15 retainer ($2k month - $150k aftE 2,000.00 16,000.00 673 1.843836 799.16 Bill 11/22/2019 Oct 15 - Nov 15 Cunneen Company Oct 15 - Nov 15 retainer ($2k month - $150k aftE 2,000.00 18,000.00 617 1.690411 721.94
Summary of Santa Clara Costs plus accrued interest to July 31, 2021 Type Date Num Name Memo Debit Credit Balance 0/S # Years Interest Bill 02/03/2020 Nov 15 - Dec 15 Cunneen Company Nov 15 - Dec 15 retainer ($2k month - $150k afte 2,000.00 20,000.00 544 1.490411 624.48 Bill 02/03/2020 Dec 15 -Jan 15 Cunneen Company Dec 15 - Jan 15 retainer ($2k month - $150k afte 2,000.00 22,000.00 544 1.490411 624.48 Bill 02/03/2020 Jan 15- Feb 15 Cunneen Company Jan 15 - Feb 15 retainer ($2k month - $150k afte 2,000.00 24,000.00 544 1.490411 624.48 Bill 02/29/2020 Feb 15 - Mar 15 Cunneen Company Feb 15 - Mar 15 retainer ($2k month - $150k afte 2,000.00 26,000.00 518 1.419178 590.61 Bill 05/24/2020 Mar15-Apr15 Cunneen Company Mar 15 -Apr 15 retainer ($2k month - $150k afte 2,000.00 28,000.00 433 1.186301 482.92 Bill 05/24/2020 Apr 15- May 15 Cunneen Company Apr 15- May 15 retainer ($2k month - $150k afte 2,000.00 30,000.00 433 1.186301 482.92 Bill 07/28/2020 May 15 -June 15 Cunneen Company May 15 -June 15 retainer ($2k month - $150k afl 2,000.00 32,000.00 368 1.008219 403.60 Bill 07/28/2020 June 15 - July 15 Cunneen Company June 15 - July 15 retainer ($2k month - $150k af1 2,000.00 34,000.00 368 1.008219 403.60 Bill 07/28/2020 July 15 -Aug 15 Cunneen Company July 15 -Aug retainer ($2k month - $150k after a 2,000.00 36,000.00 368 1.008219 403.60 Bill 10/01/2020 Aug 15 - Sept 15 Cunneen Company Aug 15 - Sept 15 retainer ($2k month - $150k aft 2,000.00 38,000.00 303 0.830137 326.81 Bill 10/01/2020 Sept 15 - Oct 15 Cunneen Company Sept 15 - Oct 15 retainer ($2k month - $150k afte 2,000.00 40,000.00 303 0.830137 326.81 Bill 12/04/2020 Cunneen Company Oct 15 - Nov 15 retainer ($2k month - $150k afte 2,000.00 42,000.00 239 0.654795 253.60 Bill 12/04/2020 Nov 15 - Dec 15 Cunneen Company Nov 15 - Dec 15 retainer ($2k month - $150k afte 2,000.00 44,000.00 239 0.654795 253.60 Bill 12/04/2020 Dec 15 -Jan 15 2021 Cunneen Company Dec 15 - Jan 15 2021 retainer ($2k month - $150 2,000.00 46,000.00 239 0.654795 253.60 Bill 04/01/2021 Jan 15- Feb 15 2021 Cunneen Company Jan 15 - Feb 15 2021 retainer ($2k month - $150 2,000.00 48,000.00 121 0.331507 124.61 Bill 04/01/2021 Feb 15 - Mar 15 2021 Cunneen Company Feb 15 - Mar 15 2021 retainer ($2k month - $150 2,000.00 50,000.00 121 0.331507 124.61 Bill 04/01/2021 Mar 15 -Apr 15 2021 Cunneen Company Mar 15-Apr 15 2021 retainer ($2k month - $150 2,000.00 52,000.00 121 0.331507 124.61 Bill 07/27/2021 Apr 15 - Mayr 15 2021 Cunneen Company Mar 15-Apr 15 2021 retainer ($2k month - $150 2,000.00 54,000.00 4 0.010959 4.00 Bill 04/03/2021 May 15 - Jun 15 2021 Cunneen Company Mar 15-Apr 15 2021 retainer ($2k month - $150 2,000.00 56,000.00 119 0.326027 122.49 Bill 04/04/2021 Jun 15 -Jul 15 2021 Cunneen Company Mar 15-Apr 15 2021 retainer ($2k month - $150 2,000.00 58,000.00 118 0.323288 121.43 Total Cunneen Company 58,000.00 0.00 58,000.00
Judge Quentin L. Kopp (Ret.)
Bill 12/04/2017 Nov - Chestnut Judge Quentin L. Kopp (Re Meeting with Supervisor Warren Slocum with RH 500.00 500.00 1335 3.657534 474.04 Bill 11/01/2020 000001 - Sept - Oct Judge Quentin L. Kopp (Re Sept - Oct - assitance re Surplus Land Developrr 2,250.00 2,750.00 272 0.745205 327.44 Total Judge Quentin L. Kopp (Rel.) 2,750.00 0.00 2,750.00 Kevin Moore
General Journal 10/01/2016 24 Kevin Moore Paid via RUP - Community & Govt relations - Oc 2,500.00 2,500.00 1764 4.832877 3,534.11 General Journal 11/29/2016 25 Kevin Moore Paid via RUP - Community & Govt relations - No 2,500.00 5,000.00 1705 4.671233 3,358.87 General Journal 12/01/2016 26 Kevin Moore Paid via RUP - Community & Govt relations - De 2,500.00 7,500.00 1703 4.665753 3,353.02 General Journal 01/01/2017 27 Kevin Moore Paid via RUP - Community & Govt relations - Jar 2,500.00 10,000.00 1672 4.580822 3,263.09 General Journal 02/01/2017 28 Kevin Moore Paid via RUP - Community & Govt relations - Jar 2,500.00 12,500.00 1641 4.49589 3,174.53 General Journal 03/01/2017 29 Kevin Moore Paid via RUP - Community & Govt relations - Ma 2,500.00 15,000.00 1613 4.419178 3,095.72 General Journal 04/20/2017 30 Kevin Moore Paid via RUP - Community & Govt relations - Ap 2,500.00 17,500.00 1563 4.282192 2,957.70 General Journal 05/01/2017 31 Kevin Moore Paid via RUP - Community & Govt relations - Ma 2,500.00 20,000.00 1552 4.252055 2,927.79 General Journal 06/01/2017 32 Kevin Moore Paid via RUP - Community & Govt relations - Jur 2,500.00 22,500.00 1521 4.167123 2,844.39 General Journal 07/01/2017 33 Kevin Moore Paid via RUP - Community & Govt relations - Jul 2,500.00 25,000.00 1491 4.084932 2,764.90 General Journal 08/06/2017 34 Kevin Moore Paid via RUP - Community & Govt relations - Au 2,500.00 27,500.00 1455 3.986301 2,671.07 General Journal 09/06/2017 35 Kevin Moore Paid via RUP - Community & Govt relations - Se 2,500.00 30,000.00 1424 3.90137 2,591.61 General Journal 10/05/2017 36 Kevin Moore Paid via RUP - Community & Govt relations - Oc 2,500.00 32,500.00 1395 3.821918 2,518.39 General Journal 11/01/2017 37 Kevin Moore Paid via RUP - Community & Govt relations - No 2,500.00 35,000.00 1368 3.747945 2,451.16 General Journal 12/01/2017 38 Kevin Moore Paid via RUP - Community & Govt relations - De 2,500.00 37,500.00 1338 3.665753 2,377.52 General Journal 01/01/2018 39 Kevin Moore Paid via RUP - Community & Govt relations - Jar 2,500.00 40,000.00 1307 3.580822 2,302.57 Bill 02/01/2018 Feb 2018 Kevin Moore Feb consulting - Community & Govt relations 2,500.00 42,500.00 1276 3.49589 2,228.78 Bill 03/01/2018 Mar2018 Kevin Moore Feb consulting - Community & Govt relations 2,500.00 45,000.00 1248 3.419178 2,163.10 Bill 04/03/2018 Inv #20 Kevin Moore April consulting - Community & Govt relations 2,500.00 47,500.00 1215 3.328767 2,086.86 Bill 05/01/2018 21 Kevin Moore May consulting - Community & Govt relations 2,500.00 50,000.00 1187 3.252055 2,023.16 Bill 06/01/2018 Inv #22 Kevin Moore June consulting - Community & Govt relations 2,500.00 52,500.00 1156 3.167123 1,953.66 Bill 07/02/2018 Inv #23 Kevin Moore July consulting - Community & Govt relations 2,500.00 55,000.00 1125 3.082192 1,885.22 Bill 08/01/2018 #24 -August Kevin Moore Aug consulting - Community & Govt relations 2,500.00 57,500.00 1095 3 1,820.00 Bill 09/01/2018 Inv #25 Kevin Moore Sept consulting - Community & Govt relations 2,500.00 60,000.00 1064 2.915068 1,753.62
Summary of Santa Clara Costs plus accrued interest to July 31, 2021 Type Date Num Name Memo Debit Credit Balance 0/S # Years Interest Bill 09/01/2018 Inv #25 Kevin Moore Sept consulting - Community & Govt relations - c 119.65 60,119.65 1064 2.915068 83.93 Bill 10/01/2018 #26 Kevin Moore Oct consulting - Community & Govt relations 2,500.00 62,619.65 1034 2.832877 1,690.35 Bill 11/01/2018 Inv #27 Kevin Moore Nov consulting - Community & Govt relations 2,500.00 65,119.65 1003 2.747945 1,625.97 Bill 12/01/2018 28 Kevin Moore Dec consulting - Community & Govt relations 2,500.00 67,619.65 973 2.665753 1,564.60 Bill 01/02/2019 29 Kevin Moore Jan consulting - Community & Govt relations 2,500.00 70,119.65 941 2.578082 1,500.15 Bill 02/01/2019 030 Kevin Moore Jan consulting - Community & Govt relations 2,500.00 72,619.65 911 2.49589 1,440.65 Bill 03/01/2019 31 Kevin Moore March consulting - Community & Govt relations 2,500.00 75,119.65 883 2.419178 1,385.92 Bill 04/01/2019 32 Kevin Moore April consulting - Community & Govt relations 2,500.00 77,619.65 852 2.334247 1,326.21 Bill 05/01/2019 33 Kevin Moore May consulting - Community & Govt relations 2,500.00 80,119.65 822 2.252055 1,269.30 Bill 06/04/2019 lnv#34 Kevin Moore June consulting - Community & Govt relations 2,500.00 82,619.65 788 2.158904 1,205.82 Bill 07/01/2019 35 Kevin Moore July consulting - Community & Govt relations 2,500.00 85,119.65 761 2.084932 1,156.18 Bill 08/01/2019 #36 Kevin Moore Aug consulting - Community & Govt relations 2,500.00 87,619.65 730 2 1,100.00 Bill 09/01/2019 37 Kevin Moore Sep consulting - Community & Govt relations 2,500.00 90,119.65 699 1.915068 1,044.68 Bill 10/01/2019 38 Kevin Moore Oct consulting - Community & Govt relations 2,500.00 92,619.65 669 1.832877 991.96 Bill 10/31/2019 40 Kevin Moore Dec consulting - Community & Govt relations 2,500.00 95,119.65 639 1.750685 940.02 Bill 11/01/2019 39 Kevin Moore Nov consulting - Community & Govt relations 2,500.00 97,619.65 638 1.747945 938.31 Bill 01/01/2020 41 Kevin Moore Nov consulting - Community & Govt relations 2,500.00 100,119.65 577 1.580822 835.12 Bill 02/03/2020 42 Kevin Moore Feb consulting - Community & Govt relations 2,500.00 102,619.65 544 1.490411 780.59 Bill 03/01/2020 43 Kevin Moore Mar consulting - Community & Govt relations 2,500.00 105,119.65 517 1.416438 736.65 Bill 04/01/2020 44 Kevin Moore Apr consulting - Community & Govt relations 2,500.00 107,619.65 486 1.331507 686.91 Bill 05/01/2020 45 Kevin Moore May consulting - Community & Govt relations 2,500.00 110,119.65 456 1.249315 639.51 Bill 06/01/2020 46 Kevin Moore June consulting - Community & Govt relations 2,500.00 112,619.65 425 1.164384 591.27 Bill 07/03/2020 July 2020 Kevin Moore July consulting - Community & Govt relations 2,500.00 115,119.65 393 1.076712 542.25 Bill 08/03/2020 48 Kevin Moore Aug consulting - Community & Govt relations 2,500.00 117,619.65 362 0.991781 495.51 Bill 09/01/2020 49 Kevin Moore Sept consulting - Community & Govt relations 2,500.00 120,119.65 333 0.912329 452.43 Bill 10/01/2020 50 Kevin Moore Oct consulting - Community & Govt relations 2,500.00 122,619.65 303 0.830137 408.51 Bill 11/01/2020 51 Kevin Moore Nov consulting - Community & Govt relations 2,500.00 125,119.65 272 0.745205 363.82 Bill 12/01/2020 52 Kevin Moore Dec consulting - Community & Govt relations 2,500.00 127,619.65 242 0.663014 321.23 Bill 01/04/2021 53 Kevin Moore Jan consulting - Community & Govt relations 2,500.00 130,119.65 208 0.569863 273.72 Bill 02/01/2021 54 Kevin Moore Feb consulting - Community & Govt relations 2,500.00 132,619.65 180 0.493151 235.20 Bill 03/02/2021 #55 Kevin Moore March consulting - Community & Govt relations 2,500.00 135,119.65 151 0.413699 195.86 Bill 04/01/2021 #56 Kevin Moore April consulting - Community & Govt relations 2,500.00 137,619.65 121 0.331507 155.76 Bill 05/01/2021 May 2021/#57 Kevin Moore May consulting - Community & Govt relations 2,500.00 140,119.65 91 0.249315 116.26 Bill 06/01/2021 #58 Kevin Moore June consulting - Community & Govt relations 2,500.00 142,619.65 60 0.164384 76.06 Bill 07/01/2021 59 Kevin Moore July consulting - Community & Govt relations 2,500.00 145,119.65 30 0.082192 37.75 Total Kevin Moore 145,119.65 0.00 145,119.65
Mineta & Associates LLC
General Journal 02/28/2017 40 Mineta & Associates LLC Paid via RUP - Jul 2016 - Feb 2017 Consultancy 40,000.00 40,000.00 1614 4.421918 49,576.27 General Journal 09/14/2017 41 Mineta & Associates LLC Paid via RUP - Mar - August 2017 Consultancy 20,000.00 60,000.00 1416 3.879452 20,570.45 General Journal 10/01/2017 42 Mineta & Associates LLC Paid via RUP - To correct Dec 2015 to June 201 35,000.00 95,000.00 1399 3.832877 35,397.95 Bill 01/28/2019 000065 Mineta & Associates LLC Nov - Jan 2019 Consulting 15,000.00 110,000.00 915 2.506849 8,691.18 Bill 07/21/2020 June/July Mineta & Associates LLC Consulting re San Caira - June/July 4,000.00 114,000.00 375 1.027397 824.04 Bill 08/10/2020 August Mineta & Associates LLC Consulting re San Clara - August 2,000.00 116,000.00 355 0.972603 388.04 Bill 09/04/2020 September Mineta & Associates LLC Consulting re San Clara - September 2,000.00 118,000.00 330 0.90411 358.41 Check 09/21/2020 1879 Mineta & Associates LLC Advance on Santa Clara Bonus 25,000.00 143,000.00 313 0.857534 4,230.80 Bill 11/06/2020 Oct/Nov Mineta & Associates LLC Consulting re San Clara - September 2,000.00 145,000.00 267 0.731507 285.34 Total Mineta & Associates LLC 145,000.00 0.00 145,000.00 Community & Govt Relations - Other
Bill 01/29/2021 2301 McGovern & Associates Cc January consulting 2,500.00 2,500.00 183 0.50137 239.30 Bill 02/05/2021 2307 McGovern & Associates Cc February consulting 2,500.00 5,000.00 176 0.482192 229.74 Bill 03/05/2021 2315 McGovern & Associates Cc March consulting 2,500.00 7,500.00 148 0.405479 191.82
Summary of Santa Clara Costs plus accrued interest to July 31, 2021 Type Date Num Name Memo Debit Credit Balance 0/S # Years Interest Bill 04/08/2021 2322 McGovern & Associates Cc April consulting 2,500.00 10,000.00 114 0.312329 146.49 Bill 05/04/2021 2333 McGovern & Associates Cc May consulting 2,500.00 12,500.00 88 0.241096 112.34 Bill 06/04/2021 2341 McGovern & Associates Cc June consulting 2,500.00 15,000.00 57 0.156164 72.20 Bill 07/06/2021 2350 McGovern & Associates Cc July consulting 2,500.00 17,500.00 25 0.068493 31.42 Total Community & Govt Relations - Other 17,500.00 0.00 17,500.00 Total Community & Govt Relations 368,369.65 0.00 368,369.65 Market Research
JayW. Pauly
General Journal 07/14/2016 22 JayW. Pauly Paid via RUP - Santa Clara Apartment Market Ar 5,000.00 5,000.00 1843 5.049315 7,553.97 General Journal 07/28/2016 23 JayW. Pauly Paid via RUP - Santa Clara Apartment Market A, 5,238.00 10,238.00 1829 5.010959 7,821.89 Total Jay W. Pauly 10,238.00 0.00 10,238.00
Total Market Research 10,238.00 0.00 10,238.00
Total 05000 - Marketing & Relations 378,607.65 0.00 378,607.65 06000 - Misc. Consultants
Financial Analysis
Putnam Atlantic Properties LLC
General Journal 11/22/2016 45 Putnam Atlantic Properties Paid via RUP - Financial Analysis - Santa Clara : 5,000.00 5,000.00 1712 4.690411 6,758.79 General Journal 02/24/2017 46 Putnam Atlantic Properties Paid via RUP - Financial Analysis - February - s, 7,026.50 12,026.50 1618 4.432877 8,740.16 General Journal 06/01/2017 47 Putnam Atlantic Properties Paid via RUP - Financial Analysis - May - Santa 10,000.00 22,026.50 1521 4.167123 11,377.55 General Journal 07/04/2017 48 Putnam Atlantic Properties Paid via RUP - Financial Analysis - June - Sant, 10,000.00 32,026.50 1488 4.076712 11,028.06 General Journal 08/02/2017 49 Putnam Atlantic Properties Paid via RUP - Financial Analysis - July - Santa 10,000.00 42,026.50 1459 3.99726 10,725.64 General Journal 09/04/2017 50 Putnam Atlantic Properties Paid via RUP - Financial Analysis - Aug - Santa 10,000.00 52,026.50 1426 3.906849 10,386.81 General Journal 10/04/2017 51 Putnam Atlantic Properties Paid via RUP - Financial Analysis - Santa Clara : 10,000.00 62,026.50 1396 3.824658 10,083.58 Total Putnam Atlantic Properties LLC 62,026.50 0.00 62,026.50 Total Financial Analysis 62,026.50 0.00 62,026.50
06000 - Misc. Consultants - Other
Bill 04/28/2020 042820 Michaels Student Living Pre-development Consulting re student operatio, 20,000.00 20,000.00 459 1.257534 5,153.77 Bill 10/15/2020 2020-062 Hallisey and Johnson Spet 21 - Oct 12 - Surplus Land AcUEconomic 0 15,886.50 35,886.50 289 0.791781 2,467.15 Total 06000 - Misc. Consultants - Other 35,886.50 0.00 35,886.50 Total 06000 - Misc. Consultants 97,913.00 0.00 97,913.00 07000 - Misc Expenses
Misc. Develop Exp
General Journal 01/18/2018 241 To record ENA deposit required by City of Santa 10.00 10.00 1290 3.534247 9.05 Bill 02/14/2018 5685080 Old Republic Title Compan City of Santa Clara Title report 550.00 560.00 1263 3.460274 483.60 Bill 05/01/2018 21 Kevin Moore Printing of 50 proposed student housing packets 200.00 760.00 1187 3.252055 161.85 Check 10/29/2018 1120 Mission City Community FL Contribution 5,000.00 5,760.00 1006 2.756164 3,264.31 Bill 10/30/2018 Santa Clara Outreach Frank M. Rapoport Santa Clara Outreach costs 590.00 6,350.00 1005 2.753425 384.70 Bill 01/22/2019 Contribution Committee for West Valley Contribution - Yes on W - Committee for West V, 1,500.00 7,850.00 921 2.523288 876.23 Bill 03/28/2019 16263 Silicon Valley Leadership C 2009 Membership fees 5,000.00 12,850.00 856 2.345205 2,667.72 Bill 03/28/2019 16263 Silicon Valley Leadership C Sponsorship - GameChangers 2020 - Apr 26, 20 10,000.00 22,850.00 856 2.345205 5,335.44 Bill 09/11/2019 Sponsorship Santa Clara Parade of Cha Sponsorship - Santa Clara Parade of Champiom 2,500.00 25,350.00 689 1.887671 1,027.02 Bill 10/22/2019 Gold Sponsor Mission City Community FL Sponsor annual charity dinner dance 5,000.00 30,350.00 648 1.775342 1,911.05 Bill 01/01/2020 16816 Silicon Valley Leadership C 2020 Membership fees $4,500 + $500 for ticket t 5,000.00 35,350.00 577 1.580822 1,670.24 Bill 09/21/2020 Gold Sponsor Mission City Community FL Gold Sponsorship 5,000.00 40,350.00 313 0.857534 846.16 Bill 10/26/2020 FPPC #1266738 Santa Clara's Police Office Contribution 5,000.00 45,350.00 278 0.761644 744.84 Bill 10/26/2020 FPPC #: 1429862 Committee to Save Caltrair Contribution 5,000.00 50,350.00 278 0.761644 744.84 Bill 01/01/2021 17392 Silicon Valley Leadership C 2021 Membership fees $4,500 + $500 for ticket 1 5,000.00 55,350.00 211 0.578082 555.76 Bill 02/22/2021 Jan Reimb Chris Shay Annual Lobbyist license - Santa Clara 745.00 56,095.00 159 0.435616 61.58 Bill 02/22/2021 Jan Reimb Chris Shay Contribution - Affordable Housing - SV@Home 500.00 56,595.00 159 0.435616 41.33 Total Misc. Develop Exp 56,595.00 0.00 56,595.00
Misc. Travel Expenses
Summary of Santa Clara Costs plus accrued interest to July 31, 2021 Type Date Num Name Memo Debit Credit Balance 0/S # Years Interest General Journal 09/15/2014 194 Bob Mendelsohn Paid via RUP - To record BM air travel to NYC 01 677.88 677.88 2511 6.879452 1,698.28 General Journal 12/05/2016 52 Putnam Atlantic Properties Paid via RUP - Travel reimbursement for studenl 3,375.74 4,053.62 1699 4.654795 4,511.80 General Journal 06/01/2017 53 Putnam Atlantic Properties Paid via RUP - Financial Analysis - May - Santa 2,135.36 6,188.98 1521 4.167123 2,429.52 General Journal 07/03/2017 54 Scott Mendelsohn Paid via RUP - Expense reimbursement - S. Mer 1,000.00 7,188.98 1489 4.079452 1,103.86 General Journal 09/04/2017 55 Putnam Atlantic Properties Paid via RUP - Reimburse J. DeRiggi - travel to I 358.37 7,547.35 1426 3.906849 372.23 General Journal 11/06/2017 56 Putnam Atlantic Properties Paid via RUP - Travel expenses - San Jose, Sar 2,916.80 10,464.15 1363 3.734247 2,845.41 Bill 02/05/2018 Jan 2018 Putnam Atlantic Properties Jan - Travel to DC re Mayor fundrasing - - 1/3 to 265.28 10,729.43 1272 3.484932 235.50 Bill 04/09/2018 Mar2018 Putnam Atlantic Properties Mar- J.Deriggi travel to CA 3/12/18 to 3/15/18 - 1,557.78 12,287.21 1209 3.312329 1,291.80 Bill 05/01/2018 21 Kevin Moore Mio Vicino/Old Quad meeting 300.00 12,587.21 1187 3.252055 242.78 Bill 05/10/2018 Apr 2018 Putnam Atlantic Properties Apr- J.Deriggi travel to CA 4/26/18 to 4/27/18 - 748.46 13,335.67 1178 3.227397 599.63 Bill 08/05/2018 July 2018 Putnam Atlantic Properties July - J.Deriggi travel to SF re VTA meeting 3,333.31 16,668.98 1091 2.989041 2,415.15 Bill 11/04/2018 Oct 2018 Putnam Atlantic Properties Oct travel expenses to CA- 1/3 allocation 1,054.84 17,723.82 1000 2.739726 683.45 Bill 01/02/2019 Dec 2018 Putnam Atlantic Properties Dec travel re VTA & City meetings 2,554.54 20,278.36 941 2.578082 1,532.87 Bill 04/04/2019 Mar2019 Putnam Atlantic Properties Deriggi - travel to CA - 1/3 of Santa Clara/Red\/\ 702.58 20,980.94 849 2.326027 371.10 Bill 04/30/2019 April Putnam Atlantic Properties Deriggi - travel to CA - 1/3 of Santa Clara/Red\/\ 1,015.78 21,996.72 823 2.254795 516.50 Bill 05/01/2019 May retainer RHM Development LLC B. Mendelsohn - May retainer 1/3 Redwood/Soul 2,500.00 24,496.72 822 2.252055 1,269.30 Bill 07/03/2019 June 2019 Putnam Atlantic Properties 50% travel to SF re San Francisco Pier 1,471.80 25,968.52 759 2.079452 678.52 Bill 08/06/2019 July 2019 Putnam Atlantic Properties Travel to CA re Santa Clara Project VTA meetint 1,822.38 27,790.90 725 1.986301 795.30 Bill 11/22/2019 June - Nov Bob Mendelsohn Bob Mendelsohn expense reimbursement 183.92 27,974.82 617 1.690411 66.39 Bill 12/02/2019 Nov 2019 Putnam Atlantic Properties Travel 50/50 re Santa Clara City meeting + SF F 1,706.51 29,681.33 607 1.663014 604.43 Bill 01/01/2020 Jan 2020 Putnam Atlantic Properties Travel 50/50 re Santa Clara City meeting + SSF 1,604.21 31,285.54 577 1.580822 535.88 Check 01/23/2020 1567 RHM Development LLC Travel reimbursement to BM 356.00 31,641.54 555 1.520548 113.73 Bill 04/01/2020 Mar 2020 Putnam Atlantic Properties Mar reimbursement of DeRiggi travel expenses 672.84 32,314.38 486 1.331507 184.87 Bill 09/01/2020 Sept Scott Mendelsohn Misc tracel expense - Scott Mendelsohn 50.00 32,364.38 333 0.912329 9.05 Total Misc. Travel Expenses 32,364.38 0.00 32,364.38
Total 07000 - Misc Expenses 88,959.38 0.00 88,959.38
09000 - Project Management
Administration
PMT Accounting & Consulting Ser
General Journal 05/31/2016 57 PMT Accounting & Consult Paid via RUP - May Admin 1/3 - SSF/Redwood/~ 833.34 833.34 1887 5.169863 1,305.50 General Journal 07/01/2016 58 PMT Accounting & Consult Paid via RUP -June Admin 1/3 - SSF/Redwood/~ 833.34 1,666.68 1856 5.084932 1,272.64 General Journal 07/31/2016 59 PMT Accounting & Consult Paid via RUP - July Admin 1/3 - SSF/Redwood/~ 833.34 2,500.02 1826 5.00274 1,241.31 General Journal 09/01/2016 60 PMT Accounting & Consult Paid via RUP - Aug Admin 1/3 - SSF/Redwood/~ 833.34 3,333.36 1794 4.915068 1,208.41 General Journal 10/01/2016 61 PMT Accounting & Consult Paid via RUP - Sept Admin 1/3 - SSF/Redwood/l 833.34 4,166.70 1764 4.832877 1,178.05 Total PMT Accounting & Consulting Ser 4,166.70 0.00 4,166.70 Total Administration 4,166.70 0.00 4,166.70
Consultants
B.Mendelsohn
General Journal 11/01/2015 221 Bob Mendelsohn Paid via RPC - Nov - Consultancy (1/2) 3,750.00 2,500.00 2099 5.750685 6,949.85 General Journal 12/07/2015 222 Bob Mendelsohn Paid via RPC - Dec - Consultancy (1/2) 3,750.00 6,250.00 2063 5.652055 6,759.16 General Journal 01/01/2016 223 Bob Mendelsohn Paid via RPC - Jan - Consultancy (1/2) 3,750.00 10,000.00 2038 5.583562 6,628.74 General Journal 02/01/2016 224 Bob Mendelsohn Paid via RPC - Feb - Consultancy (1/2) 3,750.00 13,750.00 2007 5.49863 6,469.26 General Journal 03/01/2016 225 Bob Mendelsohn Paid via RPC - Mar - Consultancy (1/2) 3,750.00 17,500.00 1978 5.419178 6,322.30 General Journal 04/01/2016 226 Bob Mendelsohn Paid via RPC - Apr - Consultancy (1/2) 3,750.00 21,250.00 1947 5.334247 6,167.53 General Journal 05/01/2016 227 Bob Mendelsohn Paid via RPC - May - Consultancy (1/2) 3,750.00 25,000.00 1917 5.252055 6,020.02 General Journal 06/01/2016 228 Bob Mendelsohn Paid via RUP - June - Consultancy (1/2) 3,750.00 28,750.00 1886 5.167123 5,869.90 General Journal 07/01/2016 229 Bob Mendelsohn Paid via RPC - Jul - Consultancy (1/2) 3,750.00 32,500.00 1856 5.084932 5,726.82 General Journal 08/01/2016 230 Bob Mendelsohn Paid via RPC - Aug - Consultancy (1/2) 3,750.00 36,250.00 1825 5 5,581.20 General Journal 09/07/2016 231 Bob Mendelsohn Paid via RPC - Sept - Consultancy (1/2) 3,750.00 40,000.00 1788 4.89863 5,410.33 General Journal 10/08/2016 232 Bob Mendelsohn Paid via RPC - Oct - Consultancy (1/2) 3,750.00 43,750.00 1757 4.813699 5,269.57 General Journal 11/01/2016 233 Bob Mendelsohn Paid via RPC - Nov - Consultancy (1/2) 3,750.00 47,500.00 1733 4.747945 5,162.09
Summary of Santa Clara Costs plus accrued interest to July 31, 2021 Type Date Num Name Memo Debit Credit Balance 0/S # Years Interest General Journal 12/01/2016 234 Bob Mendelsohn Paid via RPC - Dec - Consultancy (1/2) 3,750.00 51,250.00 1703 4.665753 5,029.53 General Journal 01/12/2018 249 Bob Mendelsohn To record January payment (paid via RHC) - 1/2 4,000.00 55,250.00 1296 3.550685 3,642.01 General Journal 02/12/2018 247 Feb - services - 1 /2 allocation 3,750.00 59,000.00 1265 3.465753 3,304.30 Bill 03/01/2018 March Services Bob Mendelsohn Mar - services - 1 /3 allocation 3,750.00 62,750.00 1248 3.419178 3,244.65 Bill 04/01/2018 April Services RHM Development LLC Apr services - 1 /3 allocation 3,750.00 66,500.00 1217 3.334247 3,137.17 Bill 05/10/2018 May Services RHM Development LLC May services - 1 /3 allocation 3,750.00 70,250.00 1178 3.227397 3,004.30 Bill 06/01/2018 June Bob Mendelsohn June services - 1/3 allocation 3,750.00 74,000.00 1156 3.167123 2,930.49 Bill 07/01/2018 July Services Bob Mendelsohn Jul services - 1/3 allocation 3,750.00 77,750.00 1126 3.084932 2,831.12 Bill 08/01/2018 Aug Services RHM Development LLC Aug services - 1 /3 allocation 3,750.00 81,500.00 1095 3 2,730.00 Bill 09/01/2018 Sept services RHM Development LLC Sep services - 1 /3 allocation 3,750.00 85,250.00 1064 2.915068 2,630.43 Bill 10/01/2018 Oct services RHM Development LLC Oct services - 1 /3 allocation 3,750.00 89,000.00 1034 2.832877 2,535.53 Bill 11/01/2018 Nov Services RHM Development LLC Nov services - 1 /3 allocation 3,750.00 92,750.00 1003 2.747945 2,438.95 Bill 12/01/2018 Dec Services RHM Development LLC Dec Services - 1 /3 allocation 3,750.00 96,500.00 973 2.665753 2,346.90 Bill 01/01/2019 Jan retainer RHM Development LLC Jan Services - 1/3 allocation 3,750.00 100,250.00 942 2.580822 2,253.22 General Journal 02/15/2019 243 RHM Development LLC To record February payment - 1/3 allocation 3,750.00 104,000.00 897 2.457534 2,119.78 General Journal 03/15/2019 RHM Development LLC To record March payment - 1/3 allocation 3,750.00 107,750.00 869 2.380822 2,038.26 Bill 04/15/2019 April retainer RHM Development LLC B. Mendelsohn -April retainer 1/2 3,750.00 111,500.00 838 2.29589 1,949.32 Bill 06/01/2019 June Retainer RHM Development LLC B. Mendelsohn - June retainer 1/2 3,750.00 115,250.00 791 2.167123 1,817.07 General Journal 06/10/2019 257 June additional services - 1/2 allocation 8,750.00 123,999.99 782 2.142466 4,181.56 Bill 07/01/2019 July retainer RHM Development LLC B. Mendelsohn - July retainer 1/2 3,750.00 127,749.99 761 2.084932 1,734.27 Bill 07/01/2019 July Consultancy RHM Development LLC - E July additional services - 1/2 allocation 8,750.00 136,499.99 761 2.084932 4,046.63 Bill 08/01/2019 Aug retainer RHM Development LLC B. Mendelsohn - Aug retainer 1 /2 3,750.00 140,249.99 730 2 1,650.00 Bill 08/01/2019 Aug Consultancy RHM Development LLC - E Aug additional services - 1/2 allocation 8,750.00 148,999.99 730 2 3,850.00 General Journal 09/03/2019 243 Bob Mendelsohn To record Sept payment to RHM - 1/2 allocation 12,500.00 161,499.99 697 1.909589 5,205.72 General Journal 10/01/2019 248 Bob Mendelsohn To record Oct payment to RHM - 1/2 allocation 12,500.00 173,999.98 669 1.832877 4,959.81 General Journal 10/31/2019 253 Bob Mendelsohn To record Oct payment to RHM - 1/2 allocation 12,500.00 186,499.98 639 1.750685 4,700.12 General Journal 11/27/2019 263 Bob Mendelsohn To record Dec payment to RHM - 1/2 allocation 12,500.00 198,999.97 612 1.676712 4,469.70 General Journal 12/23/2019 269 Bob Mendelsohn To record Dec payment to RHM - 1/2 allocation 12,500.00 211,499.97 586 1.605479 4,250.73 General Journal 01/30/2020 276 Bob Mendelsohn To record Feb payment to RHM - 1/2 allocation 12,500.00 223,999.96 548 1.50137 3,935.78 General Journal 02/28/2020 281 Bob Mendelsohn To record Oct payment to RHM - 1/2 allocation 12,500.00 236,499.96 519 1.421918 3,699.41 General Journal 04/01/2020 253 Bob Mendelsohn To record Apr payment to RHM - 1/2 allocation 12,500.00 248,999.95 486 1.331507 3,434.57 General Journal 04/30/2020 260 Bob Mendelsohn To record April payment to RHM - 1/2 allocation 12,500.00 261,499.95 457 1.252055 3,205.41 General Journal 06/01/2020 265 Bob Mendelsohn To record June payment to RHM - 1/2 allocation 12,500.00 273,999.95 425 1.164384 2,956.36 General Journal 07/01/2020 271 Bob Mendelsohn To record June payment to RHM - 1/2 allocation 12,500.00 286,499.95 395 1.082192 2,726.47 General Journal 08/01/2020 279 Bob Mendelsohn To record July payment to RHM - 1/2 allocation 12,500.00 298,999.95 364 0.99726 2,492.51 General Journal 09/01/2020 286 Bob Mendelsohn To record Sept payment to RHM - 1/2 allocation 12,500.00 311,499.95 333 0.912329 2,262.14 General Journal 10/01/2020 295 Bob Mendelsohn To record Oct payment to RHM - 1/2 allocation 12,500.00 323,999.95 303 0.830137 2,042.57 General Journal 11/01/2020 298 Bob Mendelsohn To record Nov payment to RHM - 1/2 allocation 12,500.00 336,499.94 272 0.745205 1,819.12 General Journal 12/01/2020 304 Bob Mendelsohn To record Dec payment to RHM - 1/2 allocation 12,500.00 348,999.94 242 0.663014 1,606.14 General Journal 01/04/2021 308 Bob Mendelsohn To record Jan payment to RHM - 1/2 allocation 12,500.00 361,499.93 208 0.569863 1,368.59 General Journal 01/29/2021 312 Bob Mendelsohn To record Jan payment to RHM - 1/2 allocation 12,500.00 373,999.93 183 0.50137 1,196.48 General Journal 03/01/2021 318 Bob Mendelsohn To record Mar payment to RHM - 1/2 allocation 12,500.00 386,499.92 152 0.416438 986.03 General Journal 04/01/2021 333 Bob Mendelsohn To record Apr payment to RHM - 1/2 allocation 12,500.00 398,999.92 121 0.331507 778.81 General Journal 04/30/2021 349 Bob Mendelsohn To record May payment to RHM - 1/2 allocation 12,500.00 411,499.91 92 0.252055 587.84 General Journal 06/01/2021 354 Bob Mendelsohn To record June payment to RHM - 1/2 allocation 12,500.00 423,999.91 60 0.164384 380.30 General Journal 07/01/2021 368 Bob Mendelsohn To record July payment to RHM - 1/2 allocation 12,500.00 436,499.90 30 0.082192 188.73 Total B.Mendelsohn 437,749.90 0.00 436,499.90
Putnam Atlantic Properties LLC
General Journal 10/04/2017 235 Putnam Atlantic Properties Paid via RUP - Sept services - 1/3 to Santa Cla 3,333.33 3,333.33 1396 3.824658 3,361.19 General Journal 11/06/2017 62 Putnam Atlantic Properties Paid via RUP - Oct Services re Santa Clara/Red· 3,333.33 6,666.66 1363 3.734247 3,251.74 General Journal 11/06/2017 236 Putnam Atlantic Properties Paid via RUP - Oct services - 1/3 to Santa Clar, 3,333.33 9,999.99 1363 3.734247 3,251.74
Summary of Santa Clara Costs plus accrued interest to July 31, 2021 Type Date Num Name Memo Debit Credit Balance 0/S # Years Interest General Journal 12/05/2017 63 Putnam Atlantic Properties Paid via RUP - Nov Services re Santa Clara/Rec 3,333.33 13,333.32 1334 3.654795 3,157.04 General Journal 12/05/2017 237 Putnam Atlantic Properties Paid via RUP - Nov services - 1/3 to Santa Clar 3,333.33 16,666.65 1334 3.654795 3,157.04 General Journal 01/03/2018 64 Putnam Atlantic Properties Paid via RUP - Dec Services re Santa Clara/Rec 5,000.00 21,666.65 1305 3.575342 4,595.55 General Journal 01/03/2018 238 Putnam Atlantic Properties Paid via RUP - Dec - Development fee - 1/3 of ~ 3,666.67 25,333.32 1305 3.575342 3,370.08 Bill 02/05/2018 Jan 2018 Putnam Atlantic Properties Jan - Development fee - 1/3 to Santa Clara/Red 6,666.67 31,999.99 1272 3.484932 5,918.24 Bill 03/09/2018 Feb 2018 Putnam Atlantic Properties Feb - Development fee - 1/3 of Santa Clara/Red 6,666.67 38,666.66 1240 3.39726 5,718.68 Bill 04/09/2018 Mar2018 Putnam Atlantic Properties Mar - Development fee - 1/3 of Santa Clara/Red, 6,666.67 45,333.33 1209 3.312329 5,528.37 Bill 05/10/2018 Apr 2018 Putnam Atlantic Properties Apr - Development fee - 1/3 of Santa Clara/Redv 6,666.67 52,000.00 1178 3.227397 5,340.99 Bill 06/04/2018 May Putnam Atlantic Properties May - Development fee - 1/3 of Santa Clara/Red· 6,666.67 58,666.67 1153 3.158904 5,191.97 Bill 07/10/2018 June 2018 Putnam Atlantic Properties June - Development fee - 1/3 of Santa Clara/Rec 6,666.67 65,333.34 1117 3.060274 4,980.63 Bill 08/05/2018 July 2018 Putnam Atlantic Properties July - Development fee - 1/3 of Santa Clara/Red, 6,666.67 72,000.01 1091 2.989041 4,830.34 Bill 09/09/2018 Aug 2018 Putnam Atlantic Properties Aug - Development fee - 1/3 of Santa Clara/Red, 6,666.67 78,666.68 1056 2.893151 4,631.09 Bill 10/09/2018 Sept Putnam Atlantic Properties Sep - Development fee - 1/3 of Santa Clara/Red, 6,666.67 85,333.35 1026 2.810959 4,463.05 Bill 11/04/2018 Oct 2018 Putnam Atlantic Properties Oct - Development fee - 1/3 of Santa Clara/Redv 6,863.33 92,196.68 1000 2.739726 4,446.86 Bill 12/04/2018 Nov 2018 Putnam Atlantic Properties Nov - Development fee - 1/3 of Santa Clara/Red1 6,470.00 98,666.68 970 2.657534 4,033.43 Bill 01/02/2019 Dec 2018 Putnam Atlantic Properties Dec - Development fee - 1/3 of Santa Clara/Red, 6,666.67 105,333.35 941 2.578082 4,000.39 Bill 02/06/2019 Jan 2019 Putnam Atlantic Properties Jan - Development fee - 1/3 of Santa Clara/Red~ 6,666.67 112,000.02 906 2.482192 3,815.52 Bill 03/10/2019 Feb 2019 Putnam Atlantic Properties Feb - Development fee - 1/3 of Santa Clara/Red, 6,666.67 118,666.69 874 2.394521 3,649.30 Bill 04/04/2019 Mar2019 Putnam Atlantic Properties Mar - Development fee - 1/3 of Santa Clara/Red 6,666.67 125,333.36 849 2.326027 3,521.28 Bill 04/30/2019 April Putnam Atlantic Properties Apr - Development fee - 1/3 of Santa Clara/Redv 6,666.67 132,000.03 823 2.254795 3,389.82 Bill 06/07/2019 May 2019 Putnam Atlantic Properties May - Development fee - 1/3 of Santa Clara/Red· 6,666.67 138,666.70 785 2.150685 3,200.73 Bill 07/03/2019 June 2019 Putnam Atlantic Properties June - Development fee - 1/3 of Santa Clara/Rec 6,666.67 145,333.37 759 2.079452 3,073.41 Bill 08/06/2019 July 2019 Putnam Atlantic Properties July - Development fee - 1/3 of Santa Clara/Red, 6,666.67 152,000.04 725 1.986301 2,909.39 Bill 09/01/2019 Aug 2019 Putnam Atlantic Properties Aug - Development fee - 1/3 of Santa Clara/Red, 6,666.67 158,666.71 699 1.915068 2,785.83 Bill 10/05/2019 10/05/2019 Putnam Atlantic Properties Sep - Development fee - 1/3 of Santa Clara/Red, 6,666.67 165,333.38 665 1.821918 2,626.65 Bill 11/03/2019 Oct 2019 Putnam Atlantic Properties Oct - Development fee - 1/3 of Santa Clara/Redv 6,666.67 172,000.05 636 1.742466 2,492.99 Bill 12/02/2019 Nov 2019 Putnam Atlantic Properties Nov - Development fee - 1/3 of Santa Clara/Red1 6,666.67 178,666.72 607 1.663014 2,361.27 Bill 01/01/2020 Jan 2020 Putnam Atlantic Properties Dec - Development fee - 1/3 of Santa Clara/Red, 6,666.67 185,333.39 577 1.580822 2,226.99 Bill 02/01/2020 Jan Putnam Atlantic Properties Jan - Development fee - 1/3 of Santa Clara/Red~ 6,666.67 192,000.06 546 1.49589 2,090.33 Bill 03/01/2020 Feb 2020 Putnam Atlantic Properties Feb - Development fee - 1/3 of Santa Clara/Red, 6,666.67 198,666.73 517 1.416438 1,964.39 Bill 04/01/2020 Mar 2020 Putnam Atlantic Properties Mar - Development fee - 1 /3 of Santa Clara/Red, 6,666.67 205,333.40 486 1.331507 1,831.77 Bill 04/30/2020 April 2020 Putnam Atlantic Properties Apr - Development fee - 1/3 of Santa Clara/Redv 6,666.67 212,000.07 457 1.252055 1,709.55 Bill 06/02/2020 May 2020 Putnam Atlantic Properties May - Development fee - 1/2 of Santa Clara/Red 10,000.00 222,000.07 424 1.161644 2,358.92 Bill 07/03/2020 June 2020 Putnam Atlantic Properties June - Development fee - 1/2 of Santa Clara/Rec 10,000.00 232,000.07 393 1.076712 2,169.01 Bill 08/03/2020 July 2020 Putnam Atlantic Properties July - Development fee - 1/2 of Santa Clara/Red, 10,000.00 242,000.07 362 0.991781 1,982.03 Bill 09/01/2020 Aug 2020 Putnam Atlantic Properties Aug - Development fee - 1/2 of Santa Clara/Red, 10,000.00 252,000.07 333 0.912329 1,809.71 Bill 10/02/2020 Sept 2020 Putnam Atlantic Properties Aug - Development fee - 1/2 of Santa Clara/Red, 10,000.00 262,000.07 302 0.827397 1,628.25 Bill 11/03/2020 Oct 2020 Putnam Atlantic Properties Oct - Development fee - 1/3 of Santa Clara/Red• 6,666.67 268,666.74 270 0.739726 962.57 Bill 12/01/2020 Nov 2020 Putnam Atlantic Properties Nov - Development fee - 1/3 of Santa Clara/Rec 6,666.67 275,333.41 242 0.663014 856.61 Bill 01/04/2021 Dec 2020 Putnam Atlantic Properties Nov - Development fee - 1/3 of Santa Clara/Rec 6,666.67 282,000.08 208 0.569863 729.92 Bill 02/02/2021 Jan 2021 Putnam Atlantic Properties Jan - Development fee - 1/3 of Santa Clara/Red~ 6,666.67 288,666.75 179 0.490411 623.54 Bill 03/02/2021 Feb 2021 Putnam Atlantic Properties Feb - Development fee - 1/3 of Santa Clara/Red, 6,666.67 295,333.42 151 0.413699 522.29 Bill 04/02/2021 Mar 2021 Putnam Atlantic Properties Mar - Development fee - 1/3 of Santa Clara/Red, 6,666.67 302,000.09 120 0.328767 411.83 Bill 05/03/2021 Apr 2021 Putnam Atlantic Properties Apr - Development fee - 1/3 of Santa Clara/Redv 6,666.67 308,666.76 89 0.243836 303.06 Bill 06/01/2021 May 2021 Putnam Atlantic Properties May - Development fee - 1/3 of Santa Clara/Red· 6,666.67 315,333.43 60 0.164384 202.83 Bill 07/01/2021 June 2021 Putnam Atlantic Properties June - Development fee - 1/3 of Santa Clara/Rec 6,666.67 322,000.10 30 0.082192 100.65 Total Putnam Atlantic Properties LLC 322,000.10 0.00 322,000.10 S. Mendelsohn
General Journal 11/01/2015 221 Scott Mendelsohn Paid via RUP - Nov - Consultancy (1/2) 2,500.00 1,666.67 2099 5.750685 4,633.23 General Journal 12/07/2015 222 Scott Mendelsohn Paid via RUP - Dec - Consultancy (1/2) 2,500.00 3,333.34 2063 5.652055 4,506.11 General Journal 01/01/2016 223 Scott Mendelsohn Paid via RUP - Jan - Consultancy (1/2) 2,500.00 5,000.01 2038 5.583562 4,419.16
Summary of Santa Clara Costs plus accrued interest to July 31, 2021 Type Date Num Name Memo Debit Credit Balance 0/S # Years Interest General Journal 02/01/2016 224 Scott Mendelsohn Paid via RUP - Feb - Consultancy (1/2) 2,500.00 6,666.68 2007 5.49863 4,312.84 General Journal 03/01/2016 225 Scott Mendelsohn Paid via RUP - Mar - Consultancy (1/2) 2,500.00 8,333.35 1978 5.419178 4,214.86 General Journal 04/01/2016 226 Scott Mendelsohn Paid via RUP - Apr - Consultancy (1/2) 2,500.00 10,000.02 1947 5.334247 4,111.69 General Journal 05/01/2016 227 Scott Mendelsohn Paid via RUP - May - Consultancy (1/2) 2,500.00 11,666.69 1917 5.252055 4,013.35 General Journal 06/01/2016 228 Scott Mendelsohn Paid via RUP - June - Consultancy (1/2) 2,500.00 13,333.36 1886 5.167123 3,913.27 General Journal 07/01/2016 229 Scott Mendelsohn Paid via RUP - Jul - Consultancy (1/2) 2,500.00 15,000.03 1856 5.084932 3,817.88 General Journal 08/01/2016 230 Scott Mendelsohn Paid via RUP - Aug - Consultancy (1/2) 2,500.00 16,666.70 1825 5 3,720.80 General Journal 09/07/2016 231 Scott Mendelsohn Paid via RUP - Sept - Consultancy (1/2) 2,500.00 18,333.37 1788 4.89863 3,606.88 General Journal 10/08/2016 232 Scott Mendelsohn Paid via RUP - Oct - Consultancy (1/2) 2,500.00 20,000.04 1757 4.813699 3,513.05 General Journal 11/01/2016 233 Scott Mendelsohn Paid via RUP - Nov - Consultancy (1/2) 2,500.00 21,666.71 1733 4.747945 3,441.39 General Journal 12/01/2016 234 Scott Mendelsohn Paid via RUP - Dec - Consultancy (1/2) 2,500.00 23,333.38 1703 4.665753 3,353.02 General Journal 11/01/2017 65 Scott Mendelsohn Paid via RUP - Nov services - 50% 2,500.00 25,000.05 1368 3.747945 2,451.16 General Journal 12/01/2017 66 Scott Mendelsohn Paid via RUP - Dec services - 50% 2,500.00 26,666.72 1338 3.665753 2,377.52 General Journal 12/11/2017 67 Scott Mendelsohn Paid via RUP - Year end bonus - 505 2,500.00 28,333.39 1328 3.638356 2,353.22 General Journal 01/01/2018 68 Scott Mendelsohn Paid via RUP - Jan 2018 Consultancy- 50% 3,750.00 30,833.39 1307 3.580822 3,453.86 General Journal 01/01/2018 To correct 12/31 /17 transfer Santa Clara Progra 10,000.00 20,833.39 1307 3.580822 Bill 02/01/2018 Feb Scott Mendelsohn Feb - 1 /2 allocation 3,750.00 23,333.39 1276 3.49589 3,343.17 Bill 03/01/2018 Mar Consultancy Scott Mendelsohn Mar - 1/2 allocation 3,750.00 25,833.39 1248 3.419178 3,244.65 Bill 04/02/2018 021 Scott Mendelsohn Apr - 1/2 allocation 3,750.00 28,333.39 1216 3.331507 3,133.73 Bill 05/01/2018 22 Scott Mendelsohn May- 1/2 allocation 3,750.00 30,833.39 1187 3.252055 3,034.74 Bill 06/01/2018 June Consultancy Scott Mendelsohn June - 1/2 allocation 3,750.00 33,333.39 1156 3.167123 2,930.49 Bill 07/05/2018 #24 Scott Mendelsohn July - 1 /2 allocation 3,750.00 35,833.39 1122 3.073973 2,817.99 Bill 08/01/2018 #25 -August Scott Mendelsohn Aug - 1 /2 allocation 3,750.00 38,333.39 1095 3 2,730.00 Bill 09/01/2018 #26 Scott Mendelsohn Sept - 1 /2 allocation 3,750.00 40,833.39 1064 2.915068 2,630.43 Bill 10/01/2018 027 Scott Mendelsohn Oct - 1/2 allocation 3,750.00 43,333.39 1034 2.832877 2,535.53 Bill 11/01/2018 Nov Consultancy Scott Mendelsohn Nov - 1/2 allocation 3,750.00 45,833.39 1003 2.747945 2,438.95 Bill 11/29/2018 Bonus Scott Mendelsohn 2018 bonus - 1/2 allocation 5,000.00 49,166.73 975 2.671233 3,137.32 Bill 12/01/2018 29 Scott Mendelsohn Dec - 1 /2 allocation 2,500.00 51,666.73 973 2.665753 1,564.60 Bill 01/01/2019 030 Scott Mendelsohn Jan - 1/2 allocation 4,166.67 12,500.01 54,444.51 942 2.580822 2,503.58 Bill 02/01/2019 031 Scott Mendelsohn Feb - 1 /2 allocation 4,166.67 57,222.29 911 2.49589 2,401.08 Bill 03/01/2019 March Scott Mendelsohn Mar - 1/2 allocation 4,166.67 60,000.07 883 2.419178 2,309.86 Bill 04/01/2019 33 Scott Mendelsohn Apr- 1/2 allocation 4,166.67 62,777.85 852 2.334247 2,210.35 Bill 05/01/2019 34 Scott Mendelsohn May- 1/2 allocation 4,166.67 65,555.63 822 2.252055 2,115.50 Bill 06/01/2019 035 Scott Mendelsohn June - 1/2 allocation 5,000.00 68,888.96 791 2.167123 2,422.76 Bill 07/01/2019 36 Scott Mendelsohn July - 1 /2 allocation 5,000.00 72,222.29 761 2.084932 2,312.36 Bill 08/01/2019 037 Scott Mendelsohn Aug - 1 /2 allocation 5,000.00 75,555.62 730 2 2,200.00 Bill 09/01/2019 038 Scott Mendelsohn Sept - 1 /2 allocation 5,000.00 78,888.95 699 1.915068 2,089.37 Bill 10/01/2019 39 Scott Mendelsohn Oct - 1/2 allocation 5,000.00 82,222.28 669 1.832877 1,983.92 Bill 11/01/2019 040 Scott Mendelsohn Nov - 1/2 allocation 5,000.00 85,555.61 638 1.747945 1,876.61 Bill 12/01/2019 41 Scott Mendelsohn Dec - 1 /2 allocation 5,000.00 88,888.94 608 1.665753 1,774.33 Check 12/09/2019 1494 Scott Mendelsohn Bonus for 2019 services - 1/2 allocation 10,000.00 95,555.61 600 1.643836 3,494.63 Bill 01/01/2020 042 Scott Mendelsohn Jan - 1/2 allocation 5,000.00 98,888.94 577 1.580822 1,670.24 Bill 02/01/2020 043 Scott Mendelsohn Feb - 1 /2 allocation 5,000.00 102,222.27 546 1.49589 1,567.75 Bill 03/01/2020 44 Scott Mendelsohn Mar - 1/2 allocation 5,000.00 105,555.60 517 1.416438 1,473.29 Bill 04/01/2020 45 Scott Mendelsohn Apr - 1/2 allocation 5,000.00 108,888.93 486 1.331507 1,373.83 Bill 05/01/2020 46 Scott Mendelsohn May- 1/2 allocation 5,000.00 113,888.93 456 1.249315 1,279.03 Bill 06/01/2020 047 Scott Mendelsohn June - 1/2 allocation 5,000.00 118,888.93 425 1.164384 1,182.55 Bill 07/01/2020 48 Scott Mendelsohn July - 1 /2 allocation 5,000.00 123,888.93 395 1.082192 1,090.59 Bill 08/01/2020 49 Scott Mendelsohn August - 1/2 allocation 5,000.00 128,888.93 364 0.99726 997.00 Bill 09/01/2020 Sept Scott Mendelsohn Sept - 1 /2 allocation 5,000.00 133,888.93 333 0.912329 904.86 Bill 10/01/2020 051 Scott Mendelsohn Oct - 1/2 allocation 5,000.00 138,888.93 303 0.830137 817.03
Summary of Santa Clara Costs plus accrued interest to July 31, 2021 Type Date Num Name Memo Debit Credit Balance 0/S # Years Interest Bill 11/02/2020 Nov -#52 Scott Mendelsohn Nov - 1/2 allocation 5,000.00 142,222.26 271 0.742466 724.79 Bill 12/01/2020 053 Scott Mendelsohn Dec - 1 /2 allocation 50,000.00 145,555.59 242 0.663014 6,424.57 Check 12/15/2020 1986 Scott Mendelsohn Bonus for 2020 services - 1/2 allocation 10,000.00 152,222.26 228 0.624658 1,206.27 Bill 01/04/2021 54 Scott Mendelsohn Jan - 1/2 allocation 5,750.00 156,055.59 208 0.569863 629.55 Bill 02/01/2021 055 Scott Mendelsohn Feb - 1 /2 allocation 5,750.00 159,888.92 180 0.493151 540.95 Bill 03/01/2021 #56 Scott Mendelsohn Mar - 1/2 allocation 5,750.00 163,722.25 152 0.416438 453.57 Bill 04/01/2021 #057 Scott Mendelsohn Apr - 1/2 allocation 5,750.00 167,555.58 121 0.331507 358.25 Bill 05/01/2021 58 Scott Mendelsohn May- 1/2 allocation 5,750.00 171,388.91 91 0.249315 267.40 Bill 06/01/2021 #59 Scott Mendelsohn June - 1/2 allocation 5,750.00 175,222.24 60 0.164384 174.94 Bill 07/01/2021 #060 Scott Mendelsohn July - 50% allocation 5,750.00 177,138.91 30 0.082192 86.81 Total S. Mendelsohn 312,333.32 22,500.01 177,138.91 1,821,423.91 Total Consultants 1,072,083.32 22,500.01 935,638.91
Total 09000 - Project Management 1,076,250.02 22,500.01 939,805.61 TOTAL 3,793,666.09 37,270.89 3,642,450.80 1,821,423.91
Project Costs 3,642,450.80
Interest to 7 /31/21 1,821,423.91
$ 5,463,874.71
Exhibit B
Republic Santa Clara Project - Lost Opportunity
JV Investor Re~ublic Proiect
Total Equity Investment $39,402,991 $4,378,110 $43,781,101 Gross Income & Proceeds Projected $82,082,032 $18,863,141 $100,945,173 Net Profit - Lost Opportunity Cost $42,679,041 $14,485,031 $57,164,072 1 PROOF OF SERVICE
2 The undersigned declares:
3 I am employed in the County of San Francisco, State of California. I am over the age of 18 and am not a party to the within action; my business address is c/o Nossaman LLP, 50 4 California Street, 34th Floor, San Francisco, CA 94111. 5 On March 4, 2022, I served the foregoing DECLARATION OF BRENDAN F.
MACAULAY IN SUPPORT OF DEMURRER OF CITY OF SANTA CLARA TO PLAINTIFF 6 REPUBLIC METROPOLITAN'S COMPLAINT AND MOTION TO STRIKE PORTIONS OF 7 8
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PLAINTIFF'S COMPLAINT on parties to the within action as follows:
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(By U.S. Mail) On the same date, at my said place of business, Copy enclosed in a seale envelope, addressed as shown on the attached service list was placed for collection and mailing following the usual business practice of my said employer. I am readily familiar with my said employer's business practice for collection and processing of correspondence for mailing with the United States Postal Service, and, pursuant to that practice, the correspondence would be deposited with the United States Postal Service, with postage thereon fully prepaid, on the same date at San Francisco, California. (By Facsimile) I served a true and correct copy by facsimile pursuant to C.C.P. 1013(e), to the number( s) listed on the attached sheet. Said transmission was reported complete and without error. A transmission report was properly issued by the transmitting facsimile machine, which report states the time and date of sending and the telephone number of the sending facsimile machine. A copy of that transmission report is attached hereto.
(By Overnight Service) I served a true and correct copy by overnight delivery service for delivery on the next business day. Each copy was enclosed in an envelope or package designated by the express service carrier; deposited in a facility regularly maintained by the express service carrier or delivered to a courier or driver authorized to receive documents on its behalf; with delivery fees paid or provided for; addressed as shown on the accompanying service list.
(By Electronic Service) By emailing true and correct copies to the persons at the electronic notification address( es) shown on the accompanying service list. The document(s) was/were served electronically and the transmission was reported as complete and without error.
(By Electronic Service) Pursuant to California Rules of Court, rules 2.251(a)(2) and
2.25 l(a)(3), by submitting an electronic version of the document(s) to One Legal, through the user interface at www.onelegal.com, I caused the document(s) to be sent to the person( s) listed on the attached service list.
Executed on March 4, 2022.
(STATE) I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.
Is/ Anthon Levin tow
Anthony Levintow
PROOF OF SERVICE
60349547.vl
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SERVICE LIST
Joseph W. Cotchett
James G. Dallal
Tamarah P. Prevost
COTCHETT, PITRE & McCARTHY, LLP
San Francisco Airport Office Center
840 Malcolm Road, Suite 200
Burlingame, CA 94010
Telephone: (650) 697-6000
Facsimile: ( 650) 697-0577
j [email protected]
[email protected]
[email protected]
Attorneys for Plaintiff Republic Metropolitan
AnnM. Ravel
RAVEL LAW
25 Central A venue
Los Gatos, CA 95030
Telephone: (408) 458-0719
[email protected]
Attorneys for Plaintiff Republic Metropolitan
PROOF OF SERVICE
60349547.vl