City Council and Authorities Concurrent
November 7, 2023

DEVELOPMENT AGREEMENT
existing rnles governing development of the Property will benefit both Developer and City.

G. City is willing to enter this Agreement for the reasons enumerated in SCCC 17.10.010 to (i) eliminate uncetiainty in the comprehensive development planning of large-scale projects in the City, such as the Project; (ii) secure orderly development and fiscal benefits for public services, improvements and facilities planning in the City; (iii) meet the goals of the General Plan; and (iv) plan for and concentrate public and private resources for the mutual benefit of both Developer and City.

H. Developer acknowledges and recognizes that material inducements for the City to enter into this Agreement are (i) an opportunity to create a transit-oriented, high-density residential mixed use development within the Santa Clara Station Focus Area; (ii) the promotion of long-term sustainability with an array of complementary uses that achieve LEED certification or an equivalent, minimize vehicle miles traveled, capitalize on efficient public infrastructure and provide convenient amenities for occupants; (iii) the maximization of housing unit yield on a site with minimal impact on existing neighborhoods; (iv) the provision of an affordable housing component, as set forth in Section 4.5; (v) the inclusion of a significant hotel component and retail services suppotiing the business travel market, enhancing the tax base and contributing other revenues to support City services that serve the development; and (vi) the contributions by Developer set forth in Sections 4.6 through 4.13, including but not limited to fees for bicycle and pedestrian improvements, improvements along Brokaw Road, and regional and local traffic improvements. City's willingness to enter into this Agreement is a material inducement to Developer to implement the Project, and Developer proposes to enter this Agreement in order (i) to obtain assurances from City that the Property may be developed, constrncted, completed and used pursuant to this Agreement, and in accordance with existing policies, rules and regulations of the City, subject to the exceptions and limitations expressed herein and the term of this Agreement; and (ii) to provide for a coordinated and systematic approach to funding the cost of certain public improvements and facilities planned by the City, and to establish the timing and extent of contributions required from Developer for these purposes.

I. Developer requested City enter into a development agreement, and proceedings have been taken in accordance with State law, as set forth below.

J. On November 14, 2018, City's Planning Commission held a duly noticed public hearing on this Agreement and (i) determined that consideration of this Agreement based on the Environmental Impact Report ("EIR") complies in all respects with the California Environmental Quality Act ("CEQA"); (ii) determined that this Agreement is consistent with the City's General Plan; and (iii) recommended that the City Council approve this Agreement.

K. On December 4, 2018, May 21, 2019; and July 9, 2019, the City Council held duly noticed public hearings on this Agreement, and on July 9, 2019 (i) determined that consideration of this Agreement based on the EIR complies in all respects with CEQA; Development Agreement/Gateway Crossings
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DEVELOPMENT AGREEMENT
(ii) determined that this Agreement is consistent with the City's General Plan; and (iii) introduced Ordinance No. 2003, approving this Agreement.

L. On August 27, 2019, the City Council adopted Ordinance No. 2003, enacting this Agreement, and the Ordinance became effective thi1iy (30) days later on September 26, 2019 ("Effective Date").

M. Certain improvements as set fo1ih in the conditions of approval ("Conditions of Approval") which are attached hereto as Exhibit C and incorporated herein by this reference, are necessary to provide infrastructure supp01i for the Project.

N. Developer plans to develop the Project in approximately two phases, which are outlined in more detail in the Development Plan and Conditions of Approval. Any modification to the content and/or sequencing of the Phases must comply with Section 1, Paragraph 1.8 of this Agreement.

AGREEMENT
NOW, THEREFORE, pursuant to the authority contained in California Government Code section 65864 and following, and SCCC 17.10.010 and following, and in consideration of the mutual representations, covenants and promises of the Parties, the Parties hereto agree as follows:

1. TERM

1.1 Effective Date. The te1m ("Term") of this Agreement shall commence on the Effective Date set forth above, and shall continue for a period of five (5) years, unless sooner terminated or extended as hereinafter provided. The Te1m shall automatically be extended by an additional five (5) years if the Developer physically commences construction of at least one building in accordance with the Development Plan prior to the expiration of the initial 5-year period. For purposes of this section, construction has commenced when all of the following have occun-ed: (1) issuance of a building permit; (2) installation of the on-site and off-site improvements for the building, as detailed in Exhibit B, attached hereto, including grading and ce1iification of the building pad by the Building Division; and (3) one or more of the following: (a) excavation of the footings and foundations for the dwelling units or (b) installation of water or sewer laterals to the relevant units.

1.2 Expiration. Following expiration of the Term or any extension, or if sooner te1minated, this Agreement shall have no force and effect, subject, however, to post-termination obligations of Developer and City.

2. DEVELOPMENT OF THE PROPERTY

2.1 Prope1iy. The Property that is the subject of this Agreement is that ce1iain real property described in Exhibit A attached hereto.

Development Agreement/Gateway Crossings
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DEVELOPMENT AGREEMENT

2.2 Binding Covenants. It is intended and agreed that the provisions of this Agreement shall constitute covenants that shall run with the Property, and the benefits and burdens hereof shall bind and inure to all successors in interest to the Parties hereto.

2.3 Life of Approvals. Pursuant to Government Code section 66452.6(a) and this Agreement, the life of the Project approvals, including but not limited to certification of the EIR, adoption of the General Plan Amendment, approval of a Resolution or Ordinance to rezone the Property to a Planned Development zoning district, approval of this Development Agreement via the Development Agreement Ordinance, approval of a Vesting Tentative Subdivision Map, and architectural approval of the Project (collectively, "Approvals") shall automatically be extended to and until the later of the following: (1) the end of the Te1m of this Agreement; or (2) the end of the term or life of any such approval. Notwithstanding the foregoing, the vested elements secured by Developer under this Agreement shall have a life no greater than the Term of this Agreement, and any extension thereof.

2.4 Vested Elements. Subject to the limitations set forth in Section 2.15 below, the permitted uses of the Property, the maximum density and intensity of use, the maximum heights, locations, numbers and gross square footage of the proposed buildings, the provisions for vehicular access and parking, reservation or dedication of land for public purposes or fees in-lieu thereof, provision for construction of public improvements and/or required fees associated with the Project as provided in, and limited by, this Agreement, shall be vested and are hereby vested and referred to as vested elements ("Vested Elements"). In addition to the foregoing Vested Elements, other terms and conditions of development applicable to the Project are set forth in the following documents as they exist as of the Effective Date and shall also be considered Vested Elements:
a. The General Plan of the City of Santa Clara, current as of the Effective Date, the terms and conditions of which are incorporated herein by this reference; b. SCCC, current as of the Effective Date, including the rezoning of the Property from Light Industrial (ML) to Very High Density Mixed Use (VHDMU) ("Rezoning");
c. The VHDMU Zoning District and the Conditions of Approval imposed thereon; d. The Development Plan, defined in Recital E, herein;
e. All other applicable City plans, policies, programs, regulations, ordinances and resolutions of the City in effect as of the Effective Date, which regulate development of the Property and implementation of the Project, and which are not inconsistent with the terms of this Agreement ("Other Regulations"); f. Any permits and/or subsequent approvals, including but not limited to additional subdivision maps or lot line adjustments, if any, final maps, site and architectural review, demolition pe1mits, Building Permits, grading permits, and infrastructure improvement plans necessary for the development of the Project, that are sought by Developer, and that are granted by City in accordance with the terms of this Development Agreement/Gateway Crossings
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DEVELOPMENT AGREEMENT
Agreement (collectively, "Subsequent Approvals"). Upon approval, such Subsequent Approvals shall be incorporated into this Agreement and vested hereby; and,
g. In the event this Project includes a subdivision as defined by Government Code § 66473.7, the tentative map for this Project will comply with the provisions of § 664 73. 7, as it may be amended from time to time.

2.5 Permitted Uses. The permitted uses for the Property are as follows: residential, retail, and hotel uses, all of which must be implemented in accordance with the Development Plan and the Conditions of Approval.

2.6 Present Right to Develop. Subject to Developer's fulfillment of the provisions of this Agreement, the Development Plan and the Conditions of Approval, the City hereby grants to Developer the present vested right to develop and construct on the Property all the improvements authorized by, and in accordance with, this Agreement and the Vested Elements, including in particular the terms of the Development Plan and the Approvals.

To the extent permitted by law, no future modification (including by later-adopted initiative and/or referendum) of the City's General Plan, SCCC, ordinances, policies or regulations that purpo1i to (i) limit the rate or timing of development, size of buildings or other improvements (including developable square footage), or amount of development of the portions of the Project to be built; or (ii) impose fees, exactions or conditions upon development, occupancy or use of the Property other than as provided in the Development Plan or Conditions of Approval or pursuant to this Agreement, shall apply to the Prope1iy; provided, however, that nothing in this Agreement shall prevent or preclude City from adopting fees or land use regulations or amendments thereto, as provided in Section 3.2.

2.7 Timing oflmprovements. Developer may implement the Development Plan in phases, as described herein or as outlined in the Development Plan, or as otherwise approved by the City. The phasing set forth in the Development Plan is the approved phasing as of the Effective Date;. As set forth in Section 2.8, commencement of the hotel construction is required during phase one of the Project. With the exception of the hotel construction schedule of Section 2.8, Developer may request alternate phasing in writing based on business constraints or considerations. Prior to implementation, such alternate phasing must be approved in writing by the City Council, whose approval shall not be umeasonably withheld taking into consideration whether the terms and conditions of this Agreement, the Development Plan, the Conditions of Approval and the Mitigation Monitoring and Repo1iing Program are met, that the revised phasing will not unduly burden, hamper or constrain prior or future phases of the Project, and that the revised phasing will not modify the hotel construction schedule specified in Section 2.8. It is the Paiiies' specific intent that this Agreement shall prevail over any later-adopted initiative or moratorium that might otherwise have the effect of restricting or limiting the timing of development of the Project and that Developer shall have the right to develop the Project at such time as Developer deems appropriate within the exercise of its subjective business judgment and no annual ( or other) limit, moratoria, or other limitation upon the number Development Agreement/Gateway Crossings
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DEVELOPMENT AGREEMENT
of, or phasing or pacing of, buildings which may be constructed, or Building Permits which may be obtained, or the like shall apply to the Project.

2.8 Timing of Hotel Construction. The Developer agrees to begin construction of the hotel during phase one of the Project. In order to facilitate this requirement, the Developer agrees that no building permit shall be issued for the construction of the second residential building in phase one, unless and until a building pe1mit has first been issued for the hotel and construction activities started on the hotel. For the purposes of this requirement the term "construction activities staiied" is satisfied by commencement of foundation work.

2.9 Agreement and Comprehensive Development Plan. The Parties acknowledge that, except as specifically set fo1ih herein, this Agreement, the Development Plan, the Mitigation Monitoring and Reporting Program and the Conditions of Approval set f01ih a comprehensive schedule of all development te1ms and conditions, development mitigation measures and fees, special assessments, special taxes, exactions, fees in-lieu, charges and dedications required in the public interest to be contributed, paid or constructed due to development of the Property as defined in the Development Plan. All fees referred to herein, may be subject to an annual increase until paid, but only if such increase is applied equally to similarly situated projects on a City-wide or area-wide basis, and any such annual increase shall be limited in the manner specified in Section 3 and only if the Parties agree to extend this Agreement for an additional five ( 5) years pursuant to Section 1.1.

2.10 Design of On-Site and Off-Site Improvements. Development of the Property shall be subject to final architectural and design review by City pursuant to the policies, regulations and ordinances in effect as of the Effective Date, and subject to the Development Plan, the Conditions of Approval, Mitigation Monitoring and Rep01iing Program, and this Agreement. No such architectural and design review shall, without Developer's consent, require development of the Property inconsistent with the Development Plan, the Conditions of Approval, the Mitigation Monitoring and Reporting Program, and this Agreement, unless City determines it is necessary to protect against conditions which create a risk to the physical health or safety of residents or users of the Project or the affected smrounding region. The Development Plan, Mitigation Monitoring and Reporting Program, and Conditions of Approval, and all improvement plans prepared in accordance thereof, shall govern the design and scope of all on-site and off-site improvements benefiting or to be constructed on the Property. In no event shall final architectural and design approval by City be conditioned on or require any change in the Development Plan, Mitigation Monitoring and Reporting Program or Conditions of Approval, without Developer's consent.

2.11 Development of the Site. In consideration for the City entering into this Agreement, Developer agrees to perform all of its obligations contained in this Agreement in the time and manner set out in this Agreement and the Development Plan, Mitigation Monitoring and Reporting Program, and Conditions of Approval.

Development Agreement/Gateway Crossings
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DEVELOPMENT AGREEMENT

2.12 Single Integrated Development. City and Developer acknowledge that the Project is, and shall be considered, a single, integrated development. It is thus the intention of the Patiies that, if construction on one component of the Project is commenced, any additional development of the Property will adhere to the Development Plan. However, subject to section 2.8, nothing in this Agreement is intended: (i) to prevent Developer from individually commencing and completing development of any portion or phase of the Project, even if development on other portions or phases thereof has not been commenced and/or completed; (ii) to prevent Developer from independently mai·keting, selling, renting or occupying all, or any portion of, such developed space, pursuant to Section 12 provided that all current obligations under this Agreement and the Development Plan and all infrastructure requirements for the existing developed space have been met; and (iii) to require Developer to develop any portion or phase of the Project (even if development on another portion of phase of the Project has been commenced and/or completed). Nothing in this Section, however, shall be construed as permitting Developer to develop later phases of the Project before earlier phases, unless the phasing plan has been amended in accordance with Section 2.7.

2.13 Building Standards. Developer hereby agrees to employ all reasonable effo1is such that the Project will be built to meet high sustainability and green building standards by designing the Project to achieve USG BC LEED silver standards or their equivalent for each phase of development.

2.14 Electric Services. Pursuant to a Special Facilities Agreement dated June 6, 2017, the City ( d/b/a Silicon Valley Power) will provide electric services for the Prope1iy and Developer's adjacent parcels located within the City of San Jose ( defined in the Special Facilities Agreement as the Owned TOD SJ Parcel, the Owned SJ Parcels, and the Future SJ Parcel), by providing service to the Property via new utility connection points, which will be distributed through private lines for delivery to the adjacent parcels.

2.15 Minimum Hotel and Retail Square Footage. The hotel and retail square footage shall be proposed in the Development Plan with a minimum 0.2 Floor Area Ratio (FAR), as that term is defined in the General Plan, over the area of the Project Site, calculated after the Developer has completed any required dedication(s). A proposal by the Developer to reduce the square footage of the proposed hotel shall be considered a "minor modification" subject to Director approval under Section 11.2.c, provided that the Minimum Commercial Square Footage is maintained by increasing the proposed commercial development elsewhere on the Project Site. A proposal to reduce the Minimum Square Footage below 0.2 FAR would not constitute a minor modification and would require City Council approval and a formal amendment to this Agreement.

3. EFFECT OF AGREEMENT
3 .1 Subsequent State or Federal Laws or Regulations. As provided in California Government Code section 65869.5, this Agreement shall not preclude the application to the Project of changes in laws, regulations, plans or policies, to the extent that such changes required by changes in State or federal laws or regulations ("Changes in the Law"). In the event Changes in the Law prevent or preclude compliance with one or more material provisions Development Agreement/Gateway Crossings
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DEVELOPMENT AGREEMENT
of this Agreement, Developer may request that such material provisions be modified or suspended, or performance delayed, as may be necessary to comply with Changes in the Law, and City may take such action as it deems necessary to be consistent with the intent of this Agreement.
3 .2 Changes to Existing Regulations. Except as otherwise specifically provided, only the following changes to the Vested Elements, including such changes adopted by the electorate through the powers of initiative, or otherwise, shall apply to the development of the Property:
a. Subject to Section 3 herein, Citywide regulations, ordinances, policies, programs, resolutions or fees adopted after the Effective Date that are not in conflict with the Vested Elements and the te1ms and conditions for development of the Property established by this Agreement. Changes to the General Plan, SCCC or other regulations shall be deemed to conflict with the approvals and this Agreement ("Conflicting City Law") if such changes prevent development of the Property in substantial accordance with the Approvals or requires significant changes in the development of the Property from what is contemplated by the Approvals, including but not limited to: (i) limiting or reducing the density or intensity of all or any part of the Project; (ii) limiting or restricting the location of buildings, grading, or other improvements on the Property; (iii) limiting the provision of public utilities, services, or facilities for the Project; (iv) applying to the Project rent, vacancy, or conversion controls, regulations, and/or policies; (v) significantly delaying, rationing or imposing a moratorium on development of the Property; or (vi) requiring the issuance of discretionary or nondiscretionary permits or approvals by the City other than those required as of the Effective Date.
b. Any new Development Fee, Exaction, or Dedication not listed in Section 4 below, or an increase in the amount of such Development Fee, Exaction, or Dedication shall be deemed to conflict with this Agreement. A change to a processing fee shall be deemed to conflict with this Agreement if it is an increase in an existing fee by more than the amount pe1mitted pursuant to Section 4.2 below. c. Any law, regulation or policy which would otherwise be Conflicting City Law, but through this Agreement or by later separate document, application to the Property has been consented to in writing by the Developer. In the event Developer so consents, Developer shall provide notice to City of that election and thereafter such law or regulation shall be paii of the Vested Elements. 3 .3 Fmiher Reviews. Developer acknowledges that existing land use regulations, the Vested Elements and this Agreement contemplate the possibility of further reviews of elements or p01iions of the Project by the City including potential CEQA analysis if required.

Nothing in this Agreement shall be deemed to limit the legal authority of City with respect to these reviews as provided by, and otherwise consistent with, this Agreement. In no event shall such further review by City revisit the Development Plan, Conditions of Approval, or the Approvals or be conditioned on or require any change in the Project Development Agreement/Gateway Crossings
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DEVELOPMENT AGREEMENT
except as contemplated by the Development Plan, Conditions of Approval or this Agreement. Prior to the commencement of the second phase of the Project, Developer shall consult with City Staff regarding the design elements of the second phase The City may impose design modifications as are typically required through the codified Architectural Review process, consistent with prior Project Approvals and that do not require further environmental review for the Project.

3.4 Local Rules. Future development on the Prope1iy shall be subject to all the official rules, regulations and policies (collectively "Local Rules") of the City which govem uses, architectural design, landscaping, public improvements and construction standards, and which are contained in the Development Plan or are in effect as of the Effective Date, with the exception that revisions or amendments to the Local Rules necessitated by reasonable public health or fire and life-safety considerations shall apply as though the rules were in effect as of the Effective Date. Notwithstanding any other provision of this Agreement, and without limitation as to any other exceptions contained in this Agreement, City shall retain the authority to take the following actions, so long as such action is applied on a Citywide basis to similarly situated projects:
a. Adopt and apply prope1iy transfer taxes and/or excise taxes; b. Adopt and apply utility charges;
c. Adopt updates to building and/or fire codes;
d. Maintain the right of voters to act by initiative or referendum, but only to the extent that the initiative or referendum does not affect or interfere with any vested rights acquired by the Developer in this Agreement, including the Approvals and Vested Elements; except that this Agreement itself is subject to referendum; and, e. Take other actions not expressly prohibited by the terms or provisions of this Agreement.

3.5 Future Exercise of Discretion by City. This Agreement shall not be construed to limit the authority or obligation of City to hold necessary public hearings, or, except as provided herein, to limit discretion of the City or any of its officers or officials with regard to rules, regulations, ordinances or laws which require the exercise of discretion by City or any of its officers or officials. Except as provided herein, this Agreement shall not prevent City from applying new rules, regulations and policies, or from conditioning future Project development approval applications on new rules, regulations and policies that do not conflict with the terms of the Development Plan or this Agreement. Notwithstanding the foregoing, by approving the Project Approvals, City has made a policy decision that the Project, as currently reflected in the Project Approvals, is in the best interests of the City and promotes the public health, safety, and general welfare. Consequently, the City shall not prevent the development of the Project as set fo1ih in the Project Approvals through the denial of Subsequent Approvals. Provided, however, that nothing herein is intended to limit the discretionary authority of the City Council to consider appeals of Subsequent Development Agreement/Gateway Crossings
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DEVELOPMENT AGREEMENT
Approvals related to subdivision maps pursuant to the provisions of the Subdivision Map Act.

3.6 Enforceability of Agreement. The City and Developer agree that unless this Agreement is amended or terminated pursuant to its terms, this Agreement shall be enforceable by either Party notwithstanding any subsequent change in any applicable General Plan, Redevelopment Plan, Specific Plan, SCCC, Other Regulation or Local Rule adopted by City, with the exceptions listed in this Agreement.

4. DEVELOPMENT FEES, EXACTIONS AND DEDICATIONS.

4.1 Development Fees, Exactions and Dedications. The fees, special assessments, special taxes, exactions and dedications (collectively "Fees") payable due to the development, build out, occupancy and use of the Property pursuant to this Agreement shall be exclusively those set forth in the Conditions of Approval and the Development Plan and as specified in this Agreement. Notwithstanding any amendments to the Fees or imposition of any new City fees, taxes, special assessments or other exactions after the Effective Date, the Fees set f01ih in this Agreement, Conditions of Approval and the Development Plan shall be the only fees, charges, special assessments, special taxes, dedications and exactions payable to City due to development of the Prope1iy.

4.2 Processing Fees. Processing fees, including without limitation Building Permit fees ("Processing Fees"), may be increased if the increase is applicable Citywide and reflects the reasonable cost to City of perfo1ming the administrative processing or other service for which the paiiicular Processing Fee is charged. New Processing Fees may be imposed if the new Processing Fees apply to all similarly situated projects or works within the City and if the application of these Processing Fees to the Prope1iy is prospective only.

Processing Fees shall be due and payable on a phase by phase basis, so that only those fees applying to the actual constrnction of each phase shall be paid upon the issuance of the appropriate pe1mits for that phase. Developer shall pay the costs associated with the planning, processing and environmental review process for the Project, provided that such costs shall be limited to (i) reasonable costs directly associated with the preparation of the EIR; (ii) fees ordinarily charged by City for processing land use applications and permits, provided that such fees and costs are applied to Developer in the same manner as other similarly situated applicants seeking similar land use approvals and are not limited in applicability to the Project or to related uses; and (iii) fees associated with third-party permit plan checking, if applicable, above those n01mally charged by the City. Developer shall reimburse City for reasonable staff ove1iime expenses incmTed by City in processing review, approval, inspection and completion of the Project provided that such ove1iime expenses are (a) reasonably necessary for the completion of the Project in accordance with Developer's schedule; and (b) applied to Developer in the same manner as similarly situated project applicants.

4.3 Dedications. Developer shall offer to dedicate to City, upon request by City, all po1iions of the Property designated in the Conditions of Approval for public easements, streets or public areas.

Development Agreement/Gateway Crossings
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DEVELOPMENT AGREEMENT

4.4 Mitigations. Developer agrees to contribute to the costs of public facilities and services in the amounts set forth in the Development Plan, Mitigation Monitoring and Reporting Program and Conditions of Approval, as required to mitigate impacts of the development of the Property ("Mitigations"). City and Developer recognize and agree that but for Developer's contributions to mitigate the impacts arising as a result of the entitlements granted pursuant to this Agreement, City would not and could not approve the development of the Prope1iy as provided by this Agreement. City's approval of development of the Property is in reliance upon, and in consideration of, Developer's agreement to make contributions toward the cost of public improvements and public services as provided to mitigate the impacts of development of the Property.

4.5 Affordable Housing. Developer agrees to provide onsite residential units at affordable rents, as set forth below. As used in this Agreement, the term "affordable" shall mean a rent level affordable to extremely low, very low, low, or moderate income households, as defined in California Code of Regulations, Title 25, sections 6910-6924. For at least 50% of the affordable units provided in each Phase of development, the average income level of the affordable units shall not exceed 80% area median income. For all other affordable units, the average income level of the affordable units shall not exceed 100% area median income. If the number of affordable units would result in a fractional unit, the Developer shall provide an additional unit to satisfy this requirement. Developer shall record a covenant on the property in a form acceptable to the City Attorney committing to maintain the affordability of the onsite units for a minimum of fifty-five (55) years.

Developer shall provide the following affordable unit construction for each Phase:
a. During each Phase of development, Developer agrees to provide at least 10 percent of residential units at affordable rents. The entire affordable housing obligation set forth in this paragraph shall be satisfied by construction of the dwelling units onsite, and Developer acknowledges that none of this affordable housing obligation can be satisfied by payment of an in-lieu fee. This affordable housing commitment shall be memorialized in a separate Affordable Housing Agreement in a fo1m acceptable to the City.

4.6 Bicycle and Pedestrian Improvements: Developer agrees to pay the sum of eight hundred twenty five thousand dollars ($825,000.00) payable to the City prior to the issuance of Building Pe1mits for the first building for improvements that may include, but not limited to bicycle lanes along De La Cruz Boulevard and Coleman A venue, wide shoulders on the De La Cruz Tri-Level Structure, new bicycle trail construction, bicycle parking in the public rights of way, and enhanced pedestrian facilities. These improvements will be constructed by the City.

4.7 Regional Traffic Fee. Developer agrees to the sum of two dollars and fifty cents ($2.50) per square foot of new commercial or retail uses; four hundred dollars ($400.00) per hotel/motel room; and two hundred and fifty dollars ($250.00) per each bedroom in a residential unit payable to the City prior to the issuance of Building Permits for that square footage. Developer shall receive a credit against the Regional Traffic Fee for the cost of completing the Additional Repaving, as set fo1ih in Section 4.13.

Development Agreement/Gateway Crossings
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California All-Pu ose Acknowledgment CIVIL CODE § 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA }
ss

COUNTY OF SANTA CLARA
On September 25 , 2019, before me, Sophia Smith, a Notary Public, personally appeared Gregory J. Bych who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

OOOA ♦♦ oef
SOPHIA SMlnl
Not.11,y PIJ'bUc • ·Ca~fornla ..
s~~ta C~ara County I
C.o,mrni55ro11 # UHS89 -
My C0mm. Expires Ma, 9, 20.2.2
WITNESS my hand and official seal.

SIGNATURE OF NOTARY PUBLIC
THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:

DEVELOPMENT AGREEMENT (GATEWAY CROSSINGS)

DEVELOPMENT AGREEMENT

4.8 Local Traffic Fee. Developer agrees to the sum of two hundred and fifty dollars ($250.00) per each bedroom in a residential unit and two dollars and fifty cents ($2.50) per foot of new commercial or retail uses payable to the City prior to the issuance of Building Permits for that square footage. Regional and Local Traffic Fees are non­ refundable.

4.9 Fair Share Traffic Fees. Developer agrees to post a bond or letter of credit upon execution of this Agreement in the sum of one million, six hundred eighty thousand, one hundred ninety-four dollars ($1,680,194.) payable to the City to be credited proportionally to the intersection improvements identified in the certified Environmental Impact Report and listed in Exhibit E, attached hereto and incorporated herein by this reference. The City may call the bond or letter of credit anytime following the approval of a contract associated with the constrnction of the identified improvements by the lead agency.

4.10 Sewer Connection Fee. If the City should adopt an ordinance subsequent to the Effective Date of this Agreement that permits reduced Sewer Connection Fees as a result of onsite conservation measures, the Developer may apply for consideration of such reductions toward the Sewer Connection Fees paid on behalf of the Project. Applications may be filed for any Phase of the development if that Phase has a minimum of one year of ninety percent (90%) occupancy prior to receipt of the application by the City.

4.11 Transpo1iation Services. Developer agrees to pay a propmiional share of a local transit service study, anticipated to be about 1/10 of the cost, with a maximum payment by Developer of seventy-five thousand dollars ($75,000), to be completed by a consultant selected by City, to assess the feasibility of creating a transit connection between the commercial job center no1ih of the Caltrain tracks to the transit centers and residential areas south of the Caltrain tracks, in cooperation with the City, other public agencies, and other local business interests.

4.12 Dedication of Open Space and Parks. Developer acknowledges its obligation to provide parkland, pay a fee in lieu thereof, or a combination of such dedication and fee, at discretion of the City, pursuant to Chapter 17.35 of the City Code. Said fees shall be assessed per Phase of the Project and shall be paid prior to issuance of a building permit for each apartment building. Developer agrees to execute a separate park maintenance agreement with the City, which commits Developer to maintaining the park improvements to the level of City standards (at a minimum), including landscaping and park amenities, within the parkland dedication areas; indemnifies the City with respect to such maintenance; and subject to standard City insurance requirements, for the life of the Project.

4.13 Brokaw Road Improvements. Developer commits to repaving Brokaw Road along the Project's street frontage, in accordance with City specifications (the "Frontage Repaving"). In addition, Developer commits to repaving the entirety of Brokaw Road from the southwesterly Brokaw Road prope1iy line to the terminus of Brokaw Road, in accordance with City specifications (the "Additional Repaving"). Developer commits to providing street lighting and sidewalks along the entirety of the southeast side of Brokaw Road from Coleman A venue to the southwest terminus of Brokaw Road, in accordance Development Agreement/Gateway Crossings
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DEVELOPMENT AGREEMENT
with City specifications. Construction of all such repaving, lighting, and sidewalks shall be completed prior to issuance of the first Ce1iificate of Occupancy. City agrees to credit Developer in the amount of three hundred and fifty thousand dollars ($350,000) for the completion of these improvements.
4 .14 PAL Lease. Developer shall lease to the Santa Clara Police Activities League not less than 7,500 rentable square feet of the Project's ground floor retail space pursuant to the terms of the Memorandum of Understanding Regarding Future Lease dated July 9, 2019.

The lease shall include a provision that the lease survives any subsequent conveyance or assignment by Developer of the Project or the leasehold space to another entity.

5. STANDARD OF REVIEW OF PERMITS

5.1 Standard of Review of Permits. All ministerial permits ("Permits") required by Developer to develop the Property, including but not limited to (i) road construction permits, (ii) grading permits, (iii) Building Pe1mits, (iv) fire permits, and (v) Ce1iificates of Occupancy, shall be issued by City after City's review and approval of Developer's applications, provided that City's review of the applications is limited to determining whether the following conditions are met:
a. The application is complete; and
b. The application demonstrates that Developer has complied with this Agreement, the Development Plan, the Mitigation Monitoring and Reporting Program, the Conditions of Approval and the applicable Local Rules.

6. PRIORITY

6.1 Priority. In the event of conflict between the General Plan, this Agreement, SCCC, Other Regulations and Local Rules, all as they exist on the Effective Date, the Parties agree that the following sequence establishes the relative priority of each item: (1) the General Plan, as existing on the Effective Date; (2) this Agreement; (3) the Development Plan, (4) Mitigation Monitoring and Repo1iing Program, (5) the Approvals, and (6) SCCC, Other Regulations and Local Rules.

7. COOPERATION IN IMPLEMENTATION
7 .1 Cooperation in Implementation. Upon Developer's satisfactory completion of all required preliminary actions provided in the Development Plan, and payment of required fees, if any, City shall proceed in a reasonable and expeditious manner, in compliance with the deadlines mandated by applicable agreements, statutes or ordinances, to complete all steps necessary for implementation of this Agreement and development of the Property in accordance with the Development Plan, including the following actions:
a. Scheduling all required public hearings by the Planning Commission and City Council; and,
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b. Processing and checking all maps, plans, land use and architectural review permits, permits, building plans and specifications and other plans relating to development of the Property filed by Developer as necessary for complete development of the Property. Developer, in a timely manner, shall provide City with all documents, applications, plans and other information necessary for the City to carry out its obligations hereunder and to cause City's planners, engineers and all other consultants to submit in a timely manner all necessary materials and documents. It is the Parties' express intent to cooperate with one another and diligently work to implement all land use and building approvals for development of the Property in accordance with the Development Plan and the terms hereof.

At Developer's request and sole expense, City shall retain outside building consultants to review plans or otherwise assist City's efforts in order to expedite City processing and approval work. City shall cooperate with Developer, and assist Developer in obtaining any third-party governmental or private paiiy permits, approvals, consents, rights of entry, or encroachment pe1mits, needed for development of the Project or any other on or offsite improvements.

8. PERIODIC REVIEW

8.1 Annual Review. City and Developer shall review all actions taken pursuant to the terms of this Agreement annually during each year of the Te1m, within thirty (30) days prior to each anniversary of the Effective Date unless the City and Developer agree in writing to conduct the review at another time pursuant to SCCC 17.10.220(a).

8.2 Developer's Submittal. Within ninety (90) days before each anniversary of the Effective Date, and if requested by City, Developer shall submit a letter ("Compliance Letter") to the Director, along with a copy directed to the City Attorney's Office, describing Developer's compliance with the terms of the Conditions of Approval and this Agreement during the preceding year. The Compliance Letter shall include a statement that the Compliance Letter is submitted to the City pursuant to the requirements of Government Code section 65865.1, this Agreement, and SCCC.

8.3 City's Findings. Within sixty (60) days after receipt of the Compliance Letter, the Director shall determine whether, for the year under review, Developer has demonstrated good faith substantial compliance with the te1ms of this Agreement. If the Director finds and dete1mines that Developer has complied substantially with the terms of this Agreement, or does not determine otherwise within sixty (60) days after delivery of the Compliance Letter, the annual review shall be deemed concluded, Developer shall be deemed to have complied in good faith with the te1ms and conditions of this Agreement during the year under review, and this Agreement shall remain in full force and effect.

Upon a determination of compliance, the Director shall, if requested by Developer, issue a recordable certificate confirming Developer's compliance through the year under review. Developer may record the certificate with the Santa Clara County Recorder's Office. If the Director initially dete1mines the Compliance Letter to be inadequate in any respect, he/she shall provide notice to that effect to Developer as provided in SCCC

17.10.220. If, after a duly noticed public hearing thereon, the City Council finds and determines based on substantial evidence that Developer has not complied substantially Development Agreement/Gateway Crossings
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in good faith with the terms of this Agreement for the year under review, the City Council shall give written notice thereof to Developer specifying the noncompliance and such notice shall serve as a notice of default under Section 9 .1. If Developer fails to cure the noncompliance within a reasonable period of time as established by the City Council, the City Council, in its discretion, may (i) grant additional time for compliance by Developer, or (ii) following the hearing described in SCCC 17.10.250, modify this Agreement to the extent necessary to remedy or mitigate the non-compliance, or (iii) terminate this Agreement. Except as affected by the te1ms hereof, the terms of SCCC l 7.10.240(b)(2), and following, shall govern the City's compliance review process. During any review, Developer shall bear the burden of proof to demonstrate good faith compliance with the terms of this Agreement. If the City Council does not hold a hearing and make its determination within one hundred and twenty (120) days after delivery of the Compliance Letter for a given year, then it shall be deemed conclusive that Developer has complied in good faith with the terms and conditions of this Agreement during the period under review.

9. REIMBURSEMENTS

9.1 Reimbursements. The Parties agree that Developer shall not be entitled to any reimbursement for the construction of any private or public improvement required by this Agreement, unless explicitly provided by this Agreement or the Conditions of Approval.

10. DEFAULT AND REMEDIES

10.1 Default. Failure by either Paiiy to perform any material term or provision of this Agreement shall constitute a default, provided that the Paiiy alleging the default gave the other Party advance written notice of the default and thi1iy (30) days to cure the condition, or, if the nature of the default is such that it cannot be cured within thiliy (30) days, the Party receiving notice shall not be in default if the Party commences perfmmance of its obligations within the thirty (30) day period and diligently completes that performance. Written notice shall specify in detail the nature of the obligation to be performed by the Paiiy receiving notice.

10.2 Remedies. It is acknowledged by the Parties that City and Developer would not have entered into this Agreement if City or Developer were to be liable in damages under, or with respect to, this Agreement or the application thereof. City and Developer shall not be liable in damages to each other, or to any assignee, transferee or any other person, and Developer and City covenant not to sue for or claim damages from the other. Upon Developer's or City's material default, and failure to cure within a reasonable time depending on the nature of the default after demand by the non-defaulting Party, the non­ defaulting Paiiy shall institute mediation under Section 25 of this Agreement. If mediation fails to resolve the dispute, each Party shall have the right, in addition to all other rights and remedies available under this Agreement, to (i) bring any proceeding in the nature of specific perfo1mance, injunctive relief or mandamus, and/or (ii) bring any action at law or in equity as may be permitted by law or this Agreement. The Paiiies acknowledge that monetary damages and remedies at law generally are inadequate upon the occurrence of a default. Therefore, specific performance or other extraordinary Development Agreement/Gateway Crossings
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equitable relief (such as injunction) is an appropriate remedy for the enforcement of this Agreement, other remedies at law being inadequate under all the circumstances pertaining as of the Effective Date of this Agreement and any such equitable remedy shall be available to the Parties.

10.3 Default by Developer/Withholding of Building Pe1mit. City may, at its discretion, without submitting to mediation, refuse to issue a Building Permit for any structure within the Property, if Developer has materially failed and refused to complete any requirement that is a Condition of Approval, or that is applicable to the Building Permit requested. In addition, where City has dete1mined that Developer is in default as described above, City may also refuse to issue the Developer any permit or entitlement for any structure or prope1iy located within the Project. This remedy shall be in addition to any other remedies provided for by this Agreement.

11. AMENDMENT

11.1 Amendments of Agreement.
a. Subject to Section 22 regarding operating memoranda and Section 11.2 regarding future actions and Administrative Amendments, this Agreement may be amended from time to time in accordance with California Government Code section 65868 and SCCC Section 17.10.300, only upon the mutual written consent of City and Developer. Any amendment that substantially affects the te1m, pe1mitted uses, density, intensity of use, height and size of proposed buildings, or provisions for reservation and dedication of land shall require a noticed public hearing before the City Council prior to the Parties executing any such amendment. b. No amendment of this Agreement shall be required in connection with the issuance of any Subsequent Approval or changes to the SCCC that Developer elects to be subject to pursuant to Section 3.2. City shall not amend or issue any Subsequent Approval unless Developer requests such an amendment or issuance from City.

11.2 Amendment of Vested Elements.
a. City and Developer anticipate that the Project will be implemented in accordance with the Approvals, the Subsequent Approvals, the Development Plan, Mitigation Monitoring and Rep01iing Program, and the Conditions of Approval. The foregoing actions and other necessary or convenient implementation actions shall not require an amendment to this Agreement.
b. The Vested Elements may, from time to time, be amended or modified, if so elected by Developer and approved by City, in compliance with procedural provisions of the zoning or other land use ordinances and regulations in effect on the date of application for amendment or modification.
c. Upon the written request of Developer, the Director shall determine (i) whether the requested amendment or modification is minor; and (ii) whether the requested Development Agreement/Gateway Crossings
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amendment or modification is consistent with this Agreement. Without limiting the generality of the foregoing, minor changes shall include lot line adjustments, reductions in the density, intensity, scale or scope of the Project, minor alterations to vehicle circulation patterns or vehicle access points, substitutions of comparable landscaping for any landscaping shown on any final development plan or landscape plan, variations in the configuration or location of structures or building heights that do not substantially alter the design concepts of the Project, variations in the location or installation of utilities and other infrastructure connections or facilities that do not substantially alter the design concepts of the Project, and minor adjustments to the Project Site diagram or Project Site legal description. If the Director finds, in his or her sole discretion, that the amendment is both minor and consistent with the Agreement, and will result in no new significant impacts not addressed and mitigated in the EIR, the amendment shall be determined to be an "Administrative Amendment," and the Director shall have the authority to approve the Administrative Amendment without notice and public hearing.
d. Any request by Developer for an amendment that is dete1mined by the Director, in his or her sole discretion, not to be an Administrative Amendment shall be processed in accordance with California Government Code section 65868 and SCCC Section 17 .10.300 and subject to Section 11.1.

12. MORTGAGEE PROTECTION: CERTAIN RIGHTS OF CURE

12.1 Mortgagee Protection. This Agreement shall be superior and senior to all liens placed upon the Property or any portion thereof after the date on which this Agreement or a memorandum thereof is recorded, including the lien of any deed of trust or mortgage ("Mortgage"). Notwithstanding the foregoing, no breach hereof shall defeat, render invalid, diminish or impair the lien of any Mortgage made in good faith and for value, but all of the terms and conditions contained in this Agreement shall be binding upon and effective against all persons and entities, including all deed of trust beneficiaries or mortgagees ("Mortgagees") who acquire title to the Property or any p01iion thereof by foreclosure, trustee's sale, deed in-lieu-of foreclosure, voluntary transfer or otherwise.

12.2 Mortgagee Obligations. City, upon receipt of a written request from a foreclosing Mortgagee, shall permit the Mortgagee to succeed to the rights and obligations of Developer under this Agreement, provided that all defaults by Developer hereunder that are reasonably susceptible of being cured are cured by the Mo1igagee as soon as reasonably possible, provided, however, that in no event shall such Mortgagee personally be liable for any defaults or monetary obligations of Developer arising prior to acquisition of possession of such prope1iy by such M01igagee. The foreclosing Mo1igagee shall have the right to find a substitute developer to assume the obligations of Developer, which substitute shall be considered for approval by the City pursuant to Section 13 of this Agreement, but shall not, itself, be required to comply with all of the provisions of this Agreement.

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12.3 Notice of Default to Mortgagee. If City receives notice from a Mortgagee requesting a copy of any notice of default given to Developer and specifying the address for service thereof, City shall endeavor to deliver to the Mortgagee, concurrently with service thereof to Developer, all notices given to Developer describing all claims by the City that Developer has defaulted hereunder. If City determines that Developer is not in compliance with this Agreement, City also shall endeavor to serve notice of noncompliance on the Mortgagee concmTently with service on Developer. Each Mortgagee shall have the right, but not the obligation, during the same period available to Developer to cure or remedy, or to commence to cure or remedy, the condition of default claimed or the areas of noncompliance set forth in City's notice.

13. ASSIGNABILITY

13.1 Assignment. Neither Party shall convey, assign or transfer ("Transfer") any of its interests, rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be umeasonably withheld or delayed. In no event shall the obligations confened upon Developer under this Agreement be transfened except through a transfer of all or a p01iion of the Property. Should Developer transfer any of its interests, rights or obligations under this Agreement, it shall nonetheless remain liable for perf01mance of the obligations for installation of public improvements and payment of fees, unless the transferee executes an Assumption Agreement in a form reasonably acceptable to the City whereby the transferee agrees to be bound by the relevant te1ms of the Agreement, including the obligations for installation of public improvements and payment of fees. During the Term, Developer shall provide City with written notice of a request to Transfer any interest in this Agreement ninety (90) days prior to any such contemplated Transfer. Any such request for a Transfer shall be accompanied by quantitative and qualitative information that substantiates, to the City's satisfaction, that the proposed transferee has the capability to fulfill the rights and obligations of this Agreement. Within forty-five ( 45) days of such a request and delivery of info1mation, the City Manager shall make a determination, in his or her sole discretion, as to whether the Transfer shall be pe1mitted. Each successor in interest to Developer shall be bound by all of the te1ms and provisions applicable to the po1iion of the Prope1iy acquired. This Agreement shall be binding upon and inure to the benefit of the Parties' successors, assigns and legal representatives. This Agreement shall be recorded by the City in the Santa Clara County Recorder's Office promptly upon execution by each of the Parties.
13 .2 Covenants Run With The Land. The terms of this Agreement, the Rezoning, and the General Plan Amendment are legislative in nature, and apply to the Property as regulatory ordinances. All of the provisions, agreements, rights, powers, standards, te1ms, covenants and obligations contained in this Agreement shall run with the land and shall be binding upon the Parties and their respective heirs, successors (by merger, consolidation or otherwise) and assigns, devisees, administrators, representatives, lessees and all other persons or entities acquiring the Prope1iy, any lot, parcel or any portion thereof and any interest therein, whether by sale, operation of law or other manner, and shall inure to the benefit of the Paiiies and their respective successors.

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13.3 Pre-Approved Transfers. The following transfers shall not require approval by the City, and shall automatically, upon the satisfaction of the conditions in Section 13.1 above, result in the release of Developer of its obligations hereunder as they may relate specifically to the specific property or asset sold or transfe1red: (a) sale or lease of the property in its entirety to Developer's affiliates or related entities, prior to the issuance of any Building Permits; (b) sale or lease of one or more buildings to Developer's affiliates or related entities, and ( c) a loan or mortgage pertaining to the Property.

13.4 Release Upon Transfer. Upon the transfer, sale or assignment of Developer's rights and interests hereunder pursuant to the preceding subparagraph of this Agreement, Developer shall be released from the obligations under this Agreement with respect to the Property transferred, sold or assigned, arising subsequent to the date of City approval of such transfer, sale or assignment; provided, however, that any transferee, purchaser or assignee approved by the City expressly assumes the obligations of Developer under this Agreement. In any event, the transferee, purchaser or assignee shall be subject to all the provisions hereof and shall provide all necessary documents, certifications and other necessary information prior to City approval.

13.5 Non-Assuming Transferees. Except as otherwise required by a transferor, the burdens, obligations and duties of such transferor under this Agreement shall not apply to any purchaser of any individual residential condominium offered for sale. The transferee in a transaction described above and the successors and assigns of such a transferee shall be deemed to have no obligations under this Agreement, but shall continue to benefit from the vested rights provided by this Agreement for the duration of the Term hereof.

Nothing in this Section shall exempt any property transferred to a non-assuming transferee from payment of applicable fees, taxes and assessments or compliance with applicable conditions of approval.

13.6 Foreclosure. Nothing contained in this Section 13 shall prevent a transfer of the Property, or any portion thereof, to a lender as a result of a foreclosure or deed in lieu of foreclosure, and any lender acquiring the Prope1iy, or any pmiion thereof, as a result of foreclosure or a deed in lieu of foreclosure shall take such Property subject to the rights and obligations of Developer under this Agreement; provided, however, in no event shall such lender be liable for any defaults or monetm-y obligations of Developer arising prior to acquisition of title to the Prope1iy by such lender, and provided further, in no event shall any such lender or its successors or assigns be entitled to a building permit or occupancy certificate until all fees due under this Agreement (relating to the portion of the Prope1iy acquired by such lender) have been paid to City.

14. CONTROLLING LAW

14.1 Controlling Law. This Agreement shall be governed by the laws of the State of California, and the exclusive venue for any disputes or legal actions shall be the County of Santa Clara. Developer shall comply with all requirements of State and federal law, in addition to the requirements of this Agreement, including, without limitation, the payment of prevailing wages, if required. In any event, Developer shall pay prevailing wages for all work on off-site public improvements related to the Project.

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15. GENERAL
15 .1 Construction of Agreement. The language in this Agreement in all cases shall be construed as a whole and in accordance with its fair meaning.

15.2 No Waiver. No delay or omission by either Party in exercising any right or power accruing upon the other Party's noncompliance or failure to perform under the provisions of this Agreement shall impair or be construed to waive any right or power. A waiver by either Party of any of the covenants or conditions to be performed by Developer or City shall not be construed as a waiver of any succeeding breach of the same or other covenants and conditions.

15.3 Agreement is Entire Agreement. This Agreement and all exhibits attached hereto or incorporated herein, together with the Development Plan, Mitigation Monitoring and Reporting Program, and the Conditions of Approval, are the sole and entire Agreement between the Parties concerning the Property. The Parties acknowledge and agree that they have not made any representation with respect to the subject matter of this Agreement or any representations inducing the execution and delivery, except representations set forth herein, and each Party acknowledges that it has relied on its own judgment in entering this Agreement. The Parties further acknowledge that all statements or representations that heretofore may have been made by either of them to the other are void and of no effect, and that neither of them has relied thereon in its dealings with the other.

15.4 Estoppel Certificate. Either Party from time to time may deliver written notice to the other Party requesting written certification that, to the knowledge of the certifying Party, (i) this Agreement is in full force and effect and constitutes a binding obligation of the Parties, (ii) this Agreement has not been amended or modified either orally or in writing, or, if it has been amended or modified, specifying the nature of the amendments or modifications, and, (iii) the requesting Paiiy does not have knowledge of default in the performance of its obligations under this Agreement, or if in known default, describing therein the nature and monetary amount, if any, of the default. A Paiiy receiving a request shall execute and return the ce1iificate within thi1iy (30) days after receipt thereof. The City Manager shall have the right to execute the certificates requested by Developer. At the request of Developer, the ce1iificates provided by City establishing the status of this Agreement with respect to any lot or parcel shall be in recordable form, and Developer shall have the right to record the certificate for the affected p01iion of the Prope1iy at its cost.

15. 5 Severability. Each provision of this Agreement which is adjudged by a court of competent jurisdiction to be invalid, void or illegal shall in no way shall affect, impair or invalidate any other provisions hereof, and the other provisions shall remain in full force and effect.
15 .6 Fmiher Documents. Each Party shall execute and deliver to the other all other instruments and documents as may be reasonably necessary to caITy out this Agreement.

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15.7 Time of Essence. Time is of the essence in the performance of each and every covenant and obligation to be performed by the Parties hereunder.

15.8 Defense and Indemnification Provisions. Developer, and with respect to the pmiion of the Property transfen-ed to them, each Developer Transferee, hereby releases and agrees to protect, defend, hold harmless and indemnify City, its City Council, its officers, employees, agents and assigns (the "Indemnified Patiies") from and against all claims, injury, liability, loss, cost and expense or damage, however same may be caused, including all costs and reasonable attorney's fees in providing the defense to any third­ patiy claim arising from the performance or non-performance of this Agreement by Developer. This provision is intended to be broadly construed and extends to, among other things, any challenge to the validity of this Agreement, environmental review for the Project, entitlements, or anything related to the approval of the Agreement by the City.

15.9 Construction. This Agreement has been reviewed and revised by legal counsel for both the City and Developer and no presumption or rule that ambiguities shall be construed against the drafting Paiiy shall apply to the interpretation or enforcement of this Agreement.

16. TERMINATION

16.1 Termination. This Agreement shall terminate upon the earlier of (i) expiration of the Te1m, or (ii) when the Prope1iy has been fully developed and all of Developer's obligations have been fully satisfied as reasonably determined by City, or (iii) after all appeals have been exhausted before a final comi of judgment, or issuance of a final comi order directed to the City to set aside, withdraw, or abrogate the City's approval of this Agreement or any material pati thereof. Upon termination of this Agreement as to all of the Prope1iy, at the request of Developer the City shall record a Notice of Te1mination for . each affected parcel in a form satisfactory to the City Attorney in the Office of the Santa Clara County Recorder.

16.2 Effect Upon Te1mination on Developer Obligations. Te1mination of this Agreement as to the Developer shall not affect any of the Developer's obligations to comply with the City's General Plan, SCCC, Conditions of Approval (including any environmental mitigation measures) or any tenns and conditions of any applicable zoning, or subdivision map or other land use entitlement approved with respect to the Project, nor shall it affect any other covenants or development requirements in this Agreement specified to continue after the te1mination of this Agreement, or obligations to pay assessments, liens, fees or taxes.

16.3 Effect Upon Te1mination on City. Upon any te1mination of this Agreement as to all or a po1iion of the Property, the Approvals, Development Plan, Conditions of Approval, limitations on fees and all other te1ms and conditions of this Agreement shall no longer be vested with respect to the Property, or pmiion thereof, and the City shall no longer be limited by this Agreement, to make any changes or modifications to the Approvals, conditions or fees applicable to the Prope1iy or portion thereof.

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17. NOTICES
17 .1 Notices. Except as otherwise expressly provided herein, all notices and demands pursuant to this Agreement shall be in writing and delivered in person, by commercial courier or by first-class ce1iified mail, postage prepaid. Except as otherwise expressly provided herein, notices shall be considered delivered when personally served, upon delivery if delivered by commercial courier, or two (2) days after mailing if sent by mail. Notices shall be sent to the addresses below for the respective paiiies; provided, however, that either Party may change its address for purposes of this Section by giving written notice to the other Paiiy. These addresses may be used for service of process:

City:

City Clerk
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
With copy to:

City Attorney
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Developer:

TOD Brokaw, LLC
c/o Edward Storm
10121 Miller Ave., Suite 200
Cupe1iino, CA 95014
With copy to:

David H. Blackwell, Esq.

Allen Matkins Leck Gamble Mallory & Natsis LLP
3 Embarcadero Center, 12th Floor
San Francisco, CA 94111-4074
The provisions of this Section shall be deemed directive only and shall not detract from the validity of any notice given in a manner that would be legally effective in the absence of this Section.

18. DEVELOPER INDEPENDENT CONTRACTOR
18 .1 Developer is an Independent Contractor. Developer is not an agent or employee of City, but is an independent contractor with full rights to manage its employees subject to the requirements of the law. All persons employed or utilized by Developer in connection with this Agreement are employees or contractors of Developer and shall not be considered employees of City in any respect.

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19. PROJECT AS A PRIVATE UNDERTAKING
19 .1 Project as a Private Unde1iaking. It is specifically understood and agreed that the Project is a private development. No partnership, joint venture or other association of any kind between City and Developer is fo1med by this Agreement.

20. NONDISCRIMINATION
a. 20.1 Nondiscrimination. Developer shall not discriminate, in any way, against any person on the basis of race, color, national origin, gender, marital status, sexual orientation, age, creed, religion or disability in connection with or related to the performance of this Agreement.

21. FORCE MAJEURE

21.1 Force Majeure. In addition to any specific provisions of this Agreement, performance of obligations hereunder shall be excused and the term of this Agreement shall be extended during any period of delay caused at any time by reason of: floods, eaiihquakes, fires or similar catastrophes; wars, riots or similar hostilities; strikes and other labor difficulties beyond the Patiy's reasonable control; the enactment of new laws or restrictions imposed by other governmental or quasi governmental entities preventing this Agreement from being implemented; or litigation involving this Agreement or the Approvals, which delays any activity contemplated hereunder, unless such action is brought by Developer.

City and Developer shall promptly notify the other Party of any delay hereunder as soon as possible after the delay has been, or should have been, known.

22. OPERATING MEMORANDA

22.1 Operating Memoranda. The provisions of this Agreement require a close degree of cooperation between City and Developer, and refinements and futiher development of the Project may demonstrate that clarifications with respect to the details of performance of City and Developer or minor revisions to the Project are appropriate. If and when, from time to time, during the te1m of this Agreement, City and Developer agree that such clarifications or minor modifications are necessary or appropriate, they may effectuate such clarifications through operating memoranda approved by City and Developer, which, after execution, shall be attached hereto. No such operating memoranda shall constitute an Amendment to this Agreement requiring public notice or hearing. The City Attorney shall be authorized in his/her sole discretion to dete1mine whether a requested clarification may be effectuated pursuant to this Section or whether the requested clarification is of such a character to require an amendment of the Agreement pursuant to Section 25 hereof. The City Manager may execute any operating memoranda without City Council action.

23. LEGAL ACTIONS
23 .1 In the event of any administrative, legal or equitable action or other proceeding instituted by any person, entity or organization (that is not a Patiy to this Agreement) challenging the validity of this Agreement, any Subsequent Approvals, or the sufficiency of any Development Agreement/Gateway Crossings
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environmental review under CEQA ("Third Party Challenge"), the Parties shall agree to mutually cooperate with each other in the defense of any such challenge.

23.2 City shall tender the complete defense of any such Third Pmiy Challenge to the Developer ("Tender"). Without limiting the defense and indemnification obligations contained in Section 15.8, Developer shall indemnify and hold harmless City against any and all third-party fees and costs arising out of such Third Pmiy Challenge.

23.3 If City wishes to assist Developer when Developer has accepted the Tender, City may do so if City pays its own attomey fees and costs (including related comi costs). 23 .4 If any paii of this Agreement (including, without limitation, any part of the Attachments thereto) or any Subsequent Approval is held by a comi of competent jurisdiction to be invalid, the City shall: (1) use its best effo1is to sustain and/or re-enact that part of this Agreement and/or Subsequent Approval; and (2) take all steps possible to cure any inadequacies or deficiencies identified by the comi in a manner consistent with the express and implied intent of this Agreement, and then adopting or re-enacting such part of this Agreement and/or Subsequent Approval as necessary or desirable to permit execution of this Agreement and/or Subsequent Approval.

24. NO THIRD PARTY BENEFICIARY

24.1 No Third Party Beneficiary. This Agreement shall not be construed or deemed to be an Agreement for the benefit of any third pmiy or pmiies, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever.

25. DISPUTE RESOLUTION

25.1 Any controversies between Developer and City regarding the construction or application of this Agreement, and claims arising out of this Agreement or its breach, shall be submitted to mediation within thirty (30) days of the written request of one Party after the service of that request on the other Pmiy.

25.2 The Paiiies may agree on one mediator. If they cannot agree on one mediator, the Pmiy demanding mediation shall request the Superior Court of Santa Clara County to appoint a mediator. The mediation meeting shall not exceed one day (eight (8) hours). The Parties may agree to extend the time allowed for mediation under this Agreement.

25.3 The costs of the mediator shall be borne by the Pmiies equally; however, each Pmiy shall bear its own attorney, consultant, staff and miscellaneous fees and costs. 25 .4 Mediation under this Section is a condition precedent to filing an action in any comi, but it is not a condition precedent to the City's refusal to issue a Building Permit or any other entitlement under Section 5.

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26. CONSENT

26.1 Consent. Where consent or approval of a Party is required or necessary under this Agreement, the consent or Agreement shall not be unreasonably withheld or delayed.

27. COVENANT OF GOOD FAITH AND FAIR DEALING
27 .1 Covenant of Good Faith and Fair Dealing. Neither Pa1ty to this Agreement shall do anything which shall have the effect of harming or injuring the right of the other Pruty to receive benefits of this Agreement; each Party shall refrain from doing anything which would render its perf01mance under this Agreement impossible; and, each Pruty shall do everything which this Agreement contemplates to accomplish the objectives and purpose of this Agreement.

28. AUTHORITY TO EXECUTE

28.1 Authority to Execute. The person or persons executing this Agreement on behalf of Developer warrant and represent that they have the authority to execute this Agreement on behalf of Developer, and fmtherrepresent that they have the authority to bind Developer to the performance of its obligations in this Agreement.

29. COUNTERPARTS

29.1 Counterparts. This Agreement may be executed in multiple originals, each of which is deemed an original, and may be signed in Counterpruts. The Parties acknowledge and accept the te1ms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. It is the intent of the Parties that this Agreement shall become operative on the Effective Date. ·

CITY OF SANTA CLARA, CALIFORNIA,
a chartered California municipal corporation
Assistant City Clerk
Development Agreement/Gateway "Crossings
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effJ' D~ .SAN:fANAq~ J./!,µl
City Manager
"CITY"
1500 Warbmton Avenue
Santa Clara, CA 95050
Telephone : (408) 615-2210
Fax: (408) 241-6771
Page25 of26

DEVELOPMENT AGREEMENT
TOD Brokaw, LLC
A California limited liability company
By: HIS Brokaw, LLC,
A Califomia limited liability compan
Its: Manager
By:

Name: Der
Its: Manage
By:

Nt 1e: Edward D. St01m
Its: Manager
I:\PLANNING\2016\Project Files Activet!>LN2016-12318 1205 Coleman Ave\DA\Development Agreement - Gateway Crossings (8.29.19 final version).doc
Development Agreement/Gateway Crossings
Rev. 06/26/12; Typed 08/29/19
Page26 of26
CALIFORNI A ALL-PURPOSE ACKNO WLED GM ENT CIVIL COD E § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of Santa Clara
on September 3, 2019 before me, Dashiell Gaines, Notary Public Date Here Insert Name and Title of the Officer
personally appeared _ _ D_e_r_e_k_K_._H_u_n_t_e~r,_J_r_a_n_d_E_dw_ a_rd_D_. _S_to_rm ___ ___ _ _____ _ Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) i~ are subscribed to the within instrument and acknowledged to me that h~ /they executed the same in hi~/their authorized capacity(ies), and that by hi~r/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENAL TY OF PERJURY under the laws
of the State of California that the foregoing paragraph is true and correct.

WITNESS ~~! o~:•al.

Signature~~=-..:..== --,,c..-~ ~ ~ ~-.L~-"--"-=- - - ­
Signature of Notary Public
Place Notary Seal Above
--------------- OPTIONAL ---------------
Though this section is optional , completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document 4Jn
Title or Type of Document: --~~-...... ,-"~---'-'--"~--'----'---''r-P-~e-c~'.""4~~+,.___~_.c._~~o'--'e,__,_lt)~k-.....=°''--'-"-4~- - - Document Date: _ ______ ____ _______ _ Number of Pages: _ ____ _ Signer(s) Other Than Named Above: ___ ____ _________ ____ ___ _ Capacity(ies) Claimed by Signer(s)
Signer's Name: _ ___________ _ Signer's Name: _____ ___ ____ _ □ Corporate Officer - Title(s): _ _____ _ □ Corporate Officer - Title(s): ___ ___ _ □ Partner - □ Limited □ General □ Partner - □ Limited □ General □ Individual □ Attorney in Fact □ Individual □ Attorney in Fact □ Trustee □ Guardian or Conservator □ Trustee □ Guardian or Conservator □ Other: _____ _____ _ _ _ _ □ Other: _ _ _ ______ _____ _ Signer Is Representing : ___ _ _ ___ _ _ Signer Is Representing: ____ _____ _ l-4~%™'\R>~~~~'!/4%™™~
©2015 National Notary Association· www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907

DEVELOPMENT AGREEMENT

DEVELOPMENT AGREEMENT
(GATEWAY CROSSINGS)

BETWEEN

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

TOD BROKAW, LLC

EXHIBIT A

LEGAL PROPERTY DESCRIPTION
Development Agreement/Gateway Crossings/Exhibit A
Rev. 06/26/12; Typed 08/29/19

LEGAL DESCRIPTION OF

BROKAW PARCEL
APN: 230-46-069 & 070 (2018-19)
August 30, 2018
Project No. A18034-3

All that certain real property situate in the City of Santa Clara and in the City of San Jose, County of Santa Clara, State of California, being all of Lot A as described in that ce1iain Grant Deed recorded January 19, 2011 as Document No. 21052359, Official Records of Santa Clara County, being more particularly described as follows:

Beginning at the most northerly comer of Area 1 as shown on said Grant Deed, said comer also being a point on the southwesterly line of Coleman A venue; Thence along said southwesterly line, North 57°34'50" West, 77.71 feet; Thence leaving said southwesterly line, South 32°25' 1 O" West, 1094.17 feet to a point on the southerly line of said Lot A;
Thence along said southerly line the following two (2) courses and distances:

1. N01ih 77°23'05" West, 262.43 feet;

2. North 57°34'50" West, 660.00 feet to the southeasterly line of Brokaw Road as shown on that certain Record of Survey filed for record on January 25, 1960 in Book 116 of Maps at Page 18, Santa Clara County Records; Thence along said southeasterly line, North 36°48'20" East, 871.45 feet to a point on the southerly line of that land as described in that certain Grant Deed recorded April 04, 1995 in Book N810, Page 17 62 of Official Records of Santa Clara County; Thence along the southerly, easterly and northerly lines of said Grant Deed the following ten (10) courses and distances:

1. Along a curve to the right having a radius of 42.00 feet, through a central angle of 55°36'50" for an arc distance of 40.77 feet;

2. South 87°34'50" East, 109.90 feet;

3. North 86°08'26" East, 18.29 feet;

4. South 87°34'50" East, 197.10 feet;

5. Along a curve to the right having a radius of 789.00 feet, through a central angle of 30°00 '00" for an arc distance of 413 .12 feet;

6. South 57°34'50" East, 25.65 feet;

7. North 00°05'35" West, 13.04 feet;

8. North 57°34'50" West, 18.64 feet;

9. Along a curve to the left having a radius of 800.00 feet, through a central angle of 30°00'00" for an arc distance of 418.88 feet;

10. North 87°34'50" West, 338.43 feet to a point on the westerly line of said Lot A, said point also being the most northerly comer of that land as described in that s.c. 18,439
Z:\2018\A 18034-3\DOCS\SURVEY\LEGAL DESCRIPTIONS\BROKA W P ARCELIA 18034-3-Legal Description-Brokaw Parcel.doc August 30, 2018
Project No. Al 8034-3

certain Grant Deed recorded May 09, 1968 in Book 8117, Page 389, Official Records of Santa Clara County;
Thence along the westerly, northerly and easterly lines of said Lot A the following five ( 5) courses and distances:

1. No1ih 36°48'20' East, 121.18 feet;

2. South 87°34'50" East, 269.99 feet;

3. Along a curve to the right having a radius of 900.00 feet, through a central angle of 30°00'00" for an arc distance of 471.24 feet;

4. South 57°34'50" East, 279.35 feet;

5. South 00°40'47" East, 119.37 feet to a point on said southwesterly line of Coleman A venue;
Thence along said southwesterly line, North 57°34'50" West, 122.56 feet to the Point of Beginning.

Said Parcel contains 23.836 ± Acres.

As shown on Plat Attached hereto and by this reference made a part hereof.

Legal Description prepared by Kier & Wright Civil Engineers and Surveyors, Inc.

Date
S.C. 18,439
Z:\2018\AJ8034-3\DOCS\SURVEY\LEGAL DESCRIPT!ONS\BROKA W PARCEL IA 18034-3-Legal Description-Brokaw Parcel.doc I
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BROKAW PARCEL

23.836± ACRES
APN: 230-46-069 & 070 (2018-19)
LOT A GRANT DE.ED
(DOC. NO. 21052359)
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LINE #
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L2
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LOT B GRANT D.EED
(DOC. NO. 21052359)

LINE TABLE

DIRECTION LENGTH
N57'34'50"W 77.71'
S87'34'50"E 109.90'
N86'08'26"E 18.29'
I
L4 S87'34'50"E 197.10'
L5 S57'34'50"E 25.65'
L6 N0'05'35"W 13.04' I
I
I
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CURVE #
C1
C2
C3
C4

CURVE TABLE

RADIUS DELTA
900.00' 30·00·00"
800.00' 30'00'00"
789.00' 30'00'00"

42.00' 55'36'50"
LENGTH
471.24'
418.88'
413.12'

40.77' 0 100' 200' 400'
Scale 1" = 200'
L7
LS
L9
L10
L11
L12
L13
'
KIER & WRIGHT w CIVIL ENGINEERS & SURVEYORS, INC.
3350 Scott Boulevard, Building 22 Phone (408) 727-6665
Santa Clara, California 95054 Fax (408) 727-5641

PLAT TO ACCOMPANY

LEGAL DESCRIPTION

SANTA CLARA
& SAN JOSE www.kierwrlght.com CALIFORNIA
N57'34'50"W 18.64'
N87'34'50"W 338.43'
N36'48'20"E 121.18'
S87'34'50"E 269.99'
S57'34'50"E 279.35'
S0'40'47"E 119.37'
N57'34'50"W 122.56'
s.c. 18,439
DATE 8/30/18
SCALE l" = 200'
BY EK
JOB NO. Al8034-3
SHEET l OF l

DEVELOPMENT AGREEMENT

DEVELOPMENT AGREEMENT
(GATEWAY CROSSINGS)

BETWEEN

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

TOD BROKAW, LLC

EXHIBITB

SELECTED PAGES OF DEVELOPMENT PLAN
Development Agreement/Gateway Crossings/Exhibit B
Rev. 06/26/12; Typed 08/29/19

SIDEWALK IMPROVEMENTS

ARE NOT INCLUDED ON THIS

SIDE OF THE STREET
r-VTA TUNNEL
PHASE 1
PHASE 2
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PHASING
PLAN­
FRASlRUCTUR

SHEET NUMBER
SP3.03

DEVELOPMENT AGREEMENT

DEVELOPMENT AGREEMENT
(GATEWAY CROSSINGS)

BETWEEN

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

TOD BROKAW, LLC

EXHIBITC

CONDITIONS OF APPROVAL
Development Agreement/Gateway Crossings/Exhibit C
Rev. 06/26/12; Typed 08/29/19
Page I of 19

CONDITIONS OF REZONING APPROVAL
Development Plans dated 06-03-2019
In addition to complying with all applicable codes, regulations, ordinances and resolutions, the following conditions of approval are recommended:

GENERAL
G1. If relocation of an existing public facility becomes necessary due to a conflict with the Developer's new improvements, then the cost of said relocation shall be borne by the Developer.

G2. Comply with all applicable codes, regulations, ordinances and resolutions.

ATTORNEY'S OFFICE
A 1. The Developer agrees to defend and indemnify and hold City, its officers, agents, employees, officials and representatives free and harmless from and against any and all claims, losses, damages, attorneys' fees, injuries, costs, and liabilities arising from any suit for damages or for equitable or injunctive relief which is filed by a third party against the City by reason of its approval of Developer's project.

COMMUNITY DEVELOPMENT
C1. All development, construction and uses shall comply with all applicable codes, regulations, ordinances and resolutions that are not otherwise altered by the specific development entitlements for the Gateway Crossings Project.

C2. It shall be the Developer's responsibility through his engineer to provide written certification that the drainage design for the subject property will prevent flood water intrusion in the event of a storm of 100-year return period. The Developer's engineer shall verify that the site will be protected from off-site water intrusion by designing the on-site grading and stormwater collection system using the 100-year hydraulic grade line elevation provided by the City's Engineering Department or the Federal Flood Insurance Rate Map, whichever is more restrictive. Said certification shall be submitted to the City Building Inspection Division prior to issuance of building permits.

C3. The project site is located in Seismic Hazard Zone as identified by the State Geologist for potential hazards associated with liquefaction, pursuant to the Seismic Hazard Mapping Act (Div.2 Ch7.8 PRC), and the Developer shall prepare and submit a geotechnical hazards investigation report acceptable to the City of Santa Clara Building Official prior to issuance of permits.

C4. Prior to issuance of a demolition permit, Developer shall have an asbestos survey of the proposed site performed by a certified individual. Survey results and notice of the proposed demolition are to be sent to the Bay Area Air Quality Management District (BMQMD). No demolition shall be performed without a demolition permit and BMQMD approval and, if necessary, proper asbestos removal.

C5. The Developer shall submit a truck hauling route for demolition, soil, debris and material removal, and construction to the Director of Community Development for review and approval prior to the issuance of demolition and building permits.

C6. Submit plans for final architectural review to the Planning Division for Architectural Committee review and approval prior to issuance of building permits. Said plans to include, but not be limited to: site plans, floor plans, elevations, landscaping, lighting, signage, and stormwater management plan. Projects on individual lots may be developed at up to 120 dwelling units per acre consistent with the total number of Gateway Crossings Project Conditions of Rezoning Approval 1 of 15 dwelling units approved for the entire Gateway Crossings Project. The Developer must provide third party verification of the stormwater management plan for conformance with C3 requirements as part of the architectural submittal.

C7. Provide trash enclosure, the location and design of which shall be approved by the Director of Community Development prior to issuance of any building permits. Roofed enclosures with masonry walls and solid gates are the preferred design. All trash enclosures should be constructed to drain to the sanitary sewer.

CS. Submit complete landscape plans, including irrigation plan and composite utility and tree layout overlay plan, for Planning Division review and approval with installation of required landscaping prior to the issuance of occupancy and or final building permits.

The landscape plan shall include type and size of proposed trees. Trees are required to be 10 feet from public water, storm and sewer facilities unless a City approved Tree Root Barrier (TRB) is used and may require the addition of super-soil where electric, water, and sewer utilities are in proximity. If a City approved TRB is used the TRB must be a minimum of 5 feet from the public water, storm and sewer facility with the tree behind the TRB, and specified on the plan.

C9. Landscaping installation shall meet City water conservation criteria in a manner acceptable to the Director of Community Development.

C10. Obtain a Site Development Permit from the City of San Jose Planning Department for the portion of the project site located in the City of San Jose for landscape improvements as part of the landscape plan for the Gateway Crossings Project, prior to issuance of building permits.

C11. Obtain required permits and inspections from the Building Official and comply with the conditions thereof. As this project involves land area of one acre or more, the Developer shall file a Notice of Intent (NOi) with the State Water Resources Control Board prior to issuance of any building permit for grading, or construction; a copy of the NOi shall be sent to the City Building Inspection Division. A stormwater pollution prevention plan is also required with the NOi.

C 12. Submit as-built on-site plans prepared by a registered civil engineer showing all utilities serving the subject property.

C 13. Project site landscaping shall be maintained in good condition throughout the life of the Project and no trees shall be removed without City review and approval. Trees permitted by the City for removal shall be replaced at a 2: 1 ratio with 24-inch box specimen tree, or equal alternative and shall require Planning Division review and approval.

C14. Developer is responsible for collection and pick-up of all trash and debris on-site and adjacent public right-of-way.

C15. Construction activity further than 300 feet from any occupied residence, with the exception of pile driving, may take place at any time on any day, subject to the restrictions of SCCC Chapter 9.10 ("Regulation of Noise and Vibration"); pile driving may take place only between 7:00 a.m. to 6:00 p.m. weekdays and is not permitted on Saturdays, Sundays and State and federal holidays. Upon occupancy of residential units on the project site, construction activity not confined within a building within 300 feet of an occupied residential unit shall be limited to the hours of 7:00 a.m. to 6:00 p.m. weekdays and limited to the hours of 9:00 a.m. to 6:00 p.m. on Saturdays and prohibited on Sundays and State and federal holidays. Construction activity confined within a building within 300 feet of an occupied residential unit shall be permitted during the hours of 7:00 a.m. to 6:00 p.m. weekdays and 9:00 a.m. to 6:00 p.m. on Saturdays.

C 16. Upon occupancy of residential units on the project site construction activity not confined within a building shall be limited to the hours of 7:00 a.m. to 6:00 p.m. weekdays and not permitted on Saturdays, Sundays and State and federal holidays for projects within 500 Gateway Crossings Project Conditions of Rezoning Approval 2 of 15 feet of a residential use. Construction activity confined within a building shall be limited to the hours of 7:00 a.m. to 6:00 p.m. weekdays and 9:00 a.m. to 6:00 p.m. Saturdays for projects within 500 feet of a residential use, and prohibited on Sundays and State and federal holidays.

C17. The project shall comply with the conditions set forth in the Development Agreement in effect between the City of Santa Clara and TOD Brokaw, LLC.

C 18. The project shall comply with the mitigation measures and conditions identified in the Environmental Impact Report and Mitigation Monitoring and Reporting Program for the Gateway Crossings Project.

C19. The Developer shall comply with disability accessibility requirements of applicable State and Federal Fair Housing regulations.

C20. Permitted uses within the commercial space of the project shall be consistent with the Community Commercial (CC), Neighborhood Commercial (CN), and General Office (OG), with the exception of auto service uses, landscaping nurseries, mortuaries, lodges or clubs which shall be prohibited.

C21. The Developer is required to prepare, institute, and monitor a Transportation Demand Management (TOM) Plan to reduce vehicle miles travelled by 20 percent of which 1 O percent is achieved through TOM measures. At such time that the BART is operational in Santa Clara the TOM plan must reduce vehicle miles traveled by 30 percent of which 20 percent is achieved through TOM measures. TOM measures are to include, but are not limited to providing ongoing transit passes (i.e. annual Eco Pass and/or Clipper Card) for all interested tenants of the rental units at no additional cost to the residents for transit use.

C22. The initial TOM plan shall be completed by a qualified (as determined by the Director of Community Development) third-party consultant prior to the issuance of an occupancy permit. Said plan shall be reviewed and approved by the Director of Community Development. Each calendar year, an annual review of the TOM plan shall be completed by a qualified third-party consultant, and the third-party consultant shall submit the TOM annual report covering the prior calendar year to the Planning Division for review and approval on or before February 28th of each year, to the satisfaction of the Director of Community Development. The Director of Community Development shall have the authority and discretion to require modification of the TOM measures as a means to achieve the identified overall trip reduction targets.

C23. The total parking required for the project as shown on the development plans shall incorporate 6% of the parking spaces with EV charging facilities. An additional nine percent (9 %) of the total parking spaces must be prewired for future electrical charging facilities.

C24. The developer shall incorporate additional alternative transportation features and facilities within the project site. These features and facilities must include 1) shared automobiles (e.g zip car or equivalent; 2) electrical outlets in the bicycle garage within each residential building for charging electric bikes; 3) bike share service or program; 4) corral or other designated space for powered scooter parking.

C25. Developer to explore increasing bicycle parking to provide additional Class I spaces beyond the currently proposed 1 space for every 3 residential units, ideally so that 1 space for every two residential units is provided. The results of this evaluation shall be provided to the Planning Division for review and consideration of implementation.

C26. The provision of affordable units totaling 10% of all residential units constructed shall comply with the terms including but not limited to phasing and affordability rates as specified in the development agreement. .

Gateway Crossings Project Conditions of Rezoning Approval 3 of 15 C27. Developer shall enter into an agreement with the city of Santa Clara to maintain the 2.1 acre neighborhood park and the approximately 0.46 acre linear park at the standard required for all parks operated and maintained by the City of Santa Clara.

ENGINEERING
E1. Obtain site clearance through Engineering Department prior to issuance of Building Permit. Site clearance will require payment of applicable development fees. Other requirements may be identified for compliance during the site clearance process.

Contact Engineering Department at (408) 615-3000 for further information.

E2. All work within the public right-of-way and/or public easement, which is to be performed by the Developer/Owner, the general contractor, and all subcontractors shall be included within a Single Encroachment Permit issued by the City Engineering Department.

E3. All work within City of San Jose Limit will require an encroachment permit from City of San Jose.

E4. Submit public improvement plans prepared in accordance with City Engineering Department procedures which provide for the installation of public improvements. Plans shall be prepared by a Registered Civil Engineer and approved by the City Engineer prior to approval and recordation of subdivision map and/or issuance of building permits.

ES. Developer is responsible for cost of relocation or modification of any public facility necessary to accommodate subject development.

E6. Dedicate lots A, B, C, D, E, and Fas public pedestrian and vehicleaccess easements.

E7. Dedicate emergency vehicle access easement over neighboring property (future Champions Way) prior to issuance of building permits.

E8. All portions of Champions Way within in the City of Santa Clara shall be dedicated as public pedestrian and vehicle access and emergency vehicle access easements by separate instrument
E9. Existing Coleman Avenue public street easement shall be dedicated to the City in fee title by separate instrument.

E10. Additional public street dedication required for the widening of Coleman Avenue shall be dedicated on the Subdivision Map.

E 11. File and record Subdivision Map for proposed development and pay all appropriate fees prior to Building Permit issuance. All municipalities shall be included as signatories to the Subdivision Map as required.

E 12. Obtain Council approval of a resolution ordering vacation of the portion of existing easement(s) proposed to be abandoned through Engineering Department, and pay all appropriate processing fees.

E 13. Developer shall provide a complete storm drain study for the 10-year and 100-year storm events. The grading plans shall include the overland release for the 100-year storm event and any localized flooding areas. System improvements, if needed, will be at developer's expense.

E 14. Show limits of water ponding and water daylighting for the 100-year storm event.

E15. Provide root barriers when the drip line of the mature trees covers the sidewalk. Root barriers for sidewalk protection shall be 16' long or extend to drip line of the mature tree, whichever is greater, and be 1.5' deep, and centered on trees. Root barriers for curb and gutter protection shall be 16' long or extend to drip line of the mature tree, whichever is greater, and be 2' deep, and centered on trees.

E16. Sanitary sewer and storm drain mains and laterals shall be outside the drip line of mature trees or 1 O' clear of the tree trunk whichever is greater.

E17. Damaged curb, gutter, and sidewalk within the public right-of-way along property's frontage shall be repaired or replaced (to the nearest score mark) in a manner Gateway Crossings Project Conditions of Rezoning Approval 4 of 15 acceptable to the City Engineer or his designee. The extents of said repair or replacement within the property frontage shall be at the discretion of the City Engineer or his designee.

E18. Existing non-standard or non-ADA compliant frontage improvements shall be replaced with current City standard frontage improvements as directed by the City Engineer or his designee.

E19. All proposed sidewalk, walkway, and driveways shall be ADA compliant per City Standard.

E20. Slurry seal with digouts full width of Coleman Avenue along property frontage.

E21. Reconstruct full width of Brokaw Road, from Coleman Avenue to the southern terminus of Brokaw Road, with 6" AC over 16" AB or 12" Full Depth AC.

E22. Provide ADA walkway connecting the proposed building to the public sidewalk.

E23. Show and comply City's driveway Triangle of Safety (sight distance) requirement at proposed driveways and City's Intersection Visibility Obstruction Clearance (sight distance) at the southeast corner of the Brokaw Road/Coleman Avenue intersection. No trees and/or structures obstructing drivers' view are allowed in the Triangle of Safety and Corner Visibility Obstruction areas.

E24. Public parking cannot be counted towards on-site parking requirements.

E25. All proposed driveways shall be City Standard ST-8 driveways with the exception of driveways at intersections which may be City Standard ST-10.

E26. The driveway on Coleman south of the Brokaw Road intersection can be designed as a flared driveway to accommodate trucks.

E27. Brokaw Road typical mid block cross-section shall include minimum 6' wide bicycle lanes and 12' through lanes both eastbound and westbound to accommodate future shuttles/bus to the planned future BART station. Gutter pan shall not be included in the width of the bicycle lane.

E28. Provide a left turn lane, a shared through and left and a separate right turn lane on the eastbound and westbound Brokaw Road approaches at the intersection with Coleman Avenue. On the eastbound Brokaw Road approach provide minimum 1 0' wide left turn lane, 10' wide shared through and left turn lane and a 14' wide shared bicycle and right turn only lane. Provide 15' receiving lane on Brokaw Road west of Coleman Avenue. On the westbound Brokaw Road approach provide minimum 1 0' wide left turn lane, 1 0' wide shared through and left turn lane, and a minimum 11' wide right turn only lane.

E29. Remove existing curb ramp at southwest corner of Brokaw/Coleman along project frontage and install 2 curb ramps per City Standard ST-14.

E30. Provide a right-out only driveway approximately 200' west of Coleman Avenue.

E31. Provide a new traffic signal at the intersection of Brokaw Road/Costco Driveway/Project driveway. At this intersection, provide 6' wide bicycle lanes in both directions, minimum 12' wide eastbound and westbound through lanes and minimum 11' eastbound and westbound left turn lanes.

E32. Provide minimum 11' wide westbound left turn lane at driveway on the western edge of the property.

E33. The first un-signalized driveway on Coleman approximately 500' south of Brokaw should be signed for right out only at exit. This driveway can be designed as a flared driveway to accommodate trucks.

E34. Provide a second signalized full access driveway at the south edge of the project site on Coleman Avenue/Champions Way (Future Public Street). Provide a north-south on-site connection between the two Coleman Avenue driveways to allow traffic entering/exiting from the two driveways to circulate on-site.

Gateway Crossings Project Conditions of Rezoning Approval 5 of 15 E35. Dedicate right-of-way along southbound Coleman to construct third southbound through lane and a bike lane. Widen Coleman Avenue along the property frontage to provide three 11' minimum wide through lanes, 12' wide center two-way left turn lane and a minimum 6' wide bicycle lane.

E36. Provide traffic signal interconnect between the Brokaw/Coleman intersection and the new proposed traffic signal at the south edge of the Project site. Provide traffic signal interconnect to the new traffic signal at the Brokaw Road/Costco Driveway intersection.

E37. Provide minimum 8' wide sidewalk along Brokaw Road with 5' landscape strip along Brokaw Road.

E38. Provide minimum 8' wide sidewalk plus 6' wide landscape strip along Coleman Avenue property frontage.

E39. Coordinate with cities of Santa Clara and San Jose on the design and construction of proposed Champions Way (new Public Street) on the eastern perimeter of the project.

Provide 8' wide sidewalk and 6' wide planter strip on the new public street.

E40. Remove existing crosswalks and restripe new crosswalks to align with the new curb ramps at the southeast corner of the intersection of Brokaw Road/Coleman Avenue.

E41. All traffic striping, messages and symbols shall be thermoplastic.

E42. The existing bus stop south of the intersection of Coleman Avenue/Brokaw Road shall be reconstructed just west of its current location due to the widening of Coleman Avenue. Include bus duck out, bus pad, bus shelter and bench per VTA requirements.

E43. Reconstruct traffic signal at northwest and southwest corner of the Brokaw Road/Coleman Avenue intersection to bring signal, poles, and underground infrastructure to current ADA and City standards.

E44. Provide move in/out loading zone on site for residents and business clients.

E45. Provide trash loading zone on site.

E46. The developer shall comply with the mitigations in the EIR/TIA.

E47. Install "No Parking at Any Time" signs along the project frontage on the south side of Brokaw Road.

E48. For the current proposed units and retail area, provide the following minimum bicycle parking spaces at the main entrance and/or high visible areas:
• 1,600 Units: 533 Class I Bicycle spaces and 107 Class 11 Bicycle spaces • 162,000 SF/225 room Hotel: 8 Class I Bicycle spaces
• 15,000 SF Retail area: 2 Class I Bicycle spaces and 4 Class II bicycle spaces

ELECTRICAL
EL 1. Prior to submitting any project for Electric Department review, Developer shall provide a site plan showing all existing utilities, structures, easements and trees. Developer shall also include a "Load Survey" form showing all current and proposed electric loads. A new customer with a load of 500KVA or greater or 100 residential units will have to fill out a "Service Investigation Form" and submit this form to the Electric Planning Department for review by the Electric Planning Engineer. Silicon Valley Power (SVP) will do exact design of required substructures after plans are submitted for building permits.

EL2. The Developer shall provide and install electric facilities per Santa Clara City Code Chapter 17.15.210.

EL3. Electric service shall be underground. See Electric Department Rules and Regulations for available services.

EL4. Installation of underground facilities shall be· in accordance with City of Santa Clara Electric Department standard UG-1000, latest version, and Santa Clara City Code Chapter 17.15.050.

Gateway Crossings Project Conditions of Rezoning Approval 6 of 15 EL5. Underground service entrance conduits and conductors shall be "privately" owned, maintained, and installed per City Building Inspection Division Codes. Electric meters and main disconnects shall be installed per SVP Standard MS-G7, Rev. 2.

EL6. The Developer shall grant to the City, without cost, all easements and/or right-of-way necessary for serving the property of the Developer and for the installation of utilities (Santa Clara City Code Chapter 17.15.110).

EL 7. If the "legal description" (not "marketing description") of the units is condominium or apartment, then all electric meters and services disconnects shall be grouped at one location, outside of the building or in a utility room accessible directly from the outside. A double hasp locking arrangement shall be provided on the main switchboard door(s).

Utility room door(s) shall have a double hasp locking arrangement or a lock box shall be provided. Utility room door(s) shall not be alarmed.

ELS. Transformer pads are required and must be installed in accordance to standard document UG1000.

EL9. All trees, existing and proposed, shall be a minimum of 5' from any existing or proposed Electric Department facilities. Existing trees in conflict will have to be removed. Trees shall not be planted in public utility easements (PUE) or electric easements.

EL 10. Electric Load Increase fees may be applicable.

EL 11. The Developer shall provide the City, in accordance with current City standards and specifications, all trenching, backfill, resurfacing, landscaping, conduit, junction boxes, vaults, street light foundations, equipment pads and subsurface housings required for power distribution, street lighting, and signal communication systems, as required by the City in the development of frontage and on-site property. Upon completion of improvements satisfactory to the City, the City shall accept the work. Developer shall further install at his cost the service facilities, consisting of service wires, cables, conductors, and associated equipment necessary to connect a customer to the electrical supply system of and by the City. After completion of the facilities installed by Developer, the City shall furnish and install all cable, switches, street lighting poles, luminaries, transformers, meters, and other equipment that it deems necessary for the betterment of the system (Santa Clara City Code Chapter 17.15.210 (2)).

EL 12. Electrical improvements (including underground electrical conduits along frontage of properties) may be required if any single non-residential private improvement valued at $200,000 or more or any series of non-residential private improvements made within a three-year period valued at $200,000 or more (Santa Clara City Code Title 17 Appendix A, Table Ill).

EL 13. Non-Utility Generator equipment shall not operate in parallel with the electric utility, unless approved and reviewed by the Electric Engineering Division. All switching operations shall be "Open-Transition-Mode", unless specifically authorized by SVP Electric Engineering Division. A Generating Facility Interconnection Application must be submitted with building permit plans. Review process may take several months depending on size and type of generator. No interconnection of a generation facility with SVP is allowed without written authorization from SVP Electric Engineering Division.

EL 14. Encroachment permits will not be signed off by SVP until developers Work substructure construction drawing has been completed.

EL 15. All SVP owned equipment is to be covered by an Underground Electric Easement (UGEE). This is different than a PUE. Only publically-owned dry utilities can be in a UGEE. Other facilities can be in a joint trench configuration with SVP, separated by a 1' clearance, providing that they are constructed simultaneously with SVP facilities. See UG 1000 for details.

Gateway Crossings Project Conditions of Rezoning Approval 7 of 15 EL 16. Proper clearance must be maintained from all SVP facilities, including a 5' clearance from the outer wall of all conduits. This is in addition to any UGEE specified for the facilities. Contact SVP before making assumptions on any clearances for electric facilities.

EL 17. Transformers and switch devices can only be located outdoors. These devices may be placed 5' from an outside building wall, provided that the building wall in that area meets specific requirements (see UG 1000 document for specifics). Example: If there are any doors, windows, vents, overhangs or other wall openings within 5' of the transformer, on either side, then the transformer must be 1 0' or more away from the building. These clearances are to be assumed to be clear horizontally 5' in either direction and vertically to the sky.

EL 18. All existing SVP facilities, on-site or off-site, are to remain unless specifically addressed by SVP personnel by separate document. It is the Developers responsibility to maintain all clearances from equipment and easements. Any relocation will be at Developers expense.

EL 19. SVP does not utilize any sub-surface (below grade) devices in its system. This includes transformers, switches, etc.

EL20. All interior meter rooms are to have direct, outside access through only one door. Interior electric rooms must be enclosed in a dedicated electric room and cannot be in an open warehouse or office space.

EL21. In the case of podium-style construction, all SVP facilities and conduit systems must be located on solid ground (aka "real dirt"), and cannot be supported on parking garage ceilings or placed on top of structures.

EL22. Developer is advised to contact SVP to obtain specific design and utility requirements that are required for building permit review/approval submittal. Please provide a site plan to Leonard Buttitta at 408-615-6620 to facilitate plan review.

EL23. The SVP design for this project will need to be coordinated and in sync with the Coleman Highline project which involves office buildings around Avaya Stadium but electric service point inside the City of Santa Clara right-of-way. Applicant responsible for coordinating with all.other developers to resolve conflicts.

EL24. The tree landscape area at southwest end of Building 3 will require coordination with Coleman Highline project design. The initial design of SVP system with Developers shows as being the location of customer 12 KV switchgears and SVP vaults.

WATER
W1. The Developer shall coordinate with Mike Vasquez at (408)-615-2006 for water compliance and recycled water inquiries. The City recommends the Developer to explore using the recycled water, instead of potable water for the neighborhood park.

W2. The Developer shall submit plans showing proposed water service and sanitary sewer for each building connected separately to a public main in the public right-of-way to the satisfaction of the Director of Water & Sewer Utilities. Additionally, different types of water use (domestic, irrigation, fire) should be served by separate water services each separately tapped at the water main.

W3. Developer shall submit plans and profiles for the existing 1 0" water main abandonment and replacement with a new 12" ductile iron pipe, on Coleman Avenue east of Brokaw Road and at the intersection of Coleman Avenue and Brokaw Road, to the satisfaction of the Director of Water & Sewer Utilities. Water main shall be abandoned and replaced at Developer's expense after obtaining approval from the City's Water & Sewer Utilities Department.

Gateway Crossings Project Conditions of Rezoning Approval 8 of 15 W4. If fire flow information is needed, Developer shall coordinate with Water Department at (408) 615-2000.

W5. Upon completion of construction and prior to the City's issuance of a Certificate of Occupancy, the Developer shall provide "as built" drawings to the satisfaction of the Director of Water and Sewer Utilities.

W6. Approved reduced pressure detector assembly device is required for the proposed fire service. The Developer shall submit plans showing existing fire service upgrade with reduced pressure detector assembly device, as per city standard 17, to the satisfaction of the Director of Water & Sewer Utilities. Note that the city standard details can be obtained from the City of Santa Clara website under Water and Sewer Utilities Technical Documents.

W7. Fire hydrant shall be located within the landscaping area per City standard detail No. 18 W8. Developer shall coordinate with Fire Department to submit hydraulic calculations for the sprinkler design and obtain an underground fire permit for the proposed fire service.

W9. The Developer shall show the location of all easements. Developer shall note that a water utility easement is required for public water appurtenances installed on private property. Water easement shall not be overlapping with SVP easement. The Water easement for the water services and all other public water appurtenances shall be minimum 15' wide and be adjacent to the public right of way.

W10. Developer shall adhere to and provide a note indicating all horizontal and vertical clearances. The Developer shall maintain a minimum 12" of vertical clearance at water service crossing with other utilities, and all required minimum horizontal clearances from water services: 1 O' from sanitary sewer utilities, 1 O' from recycled water utilities, 8' from storm drain utilities, 5' from fire and other water utilities, 3' from abandoned water services, 5' from gas utilities, and 5' from the edge of the propose or existing driveway.

For sanitary sewer, water, and recycled water utilities, the Developer shall maintain a minimum horizontal clearance ( edge to edge) of 1 O' from existing and proposed trees. If Developer installs tree root barriers, clearance from tree reduces to 5' (clearance must be from the edge of tree root barrier to edge of water facilities).

W11. Proposed 12" of fire/water service connected to existing 12" water main is not permitted.

The Developer shall redesign and revise the drawing to show the proposed water and fire service with approved size.

W12. Prior to the issuance of Building Permits, the Developer shall provide fixture unit counts for any water services greater than 2".

W13. The City recommends the Developer to install sewer clean out or/and manhole at the property line.

W14. The Developer must indicate the correct pipe material and the size of existing water and sewer main(s) on the plans.

W15. Prior to issuance of Building Permits, the Developer shall provide the profile section details for utilities crossing water, sewer, or recycled water mains to ensure a 12" minimum vertical clearance is maintained.

W16. Prior to issuance of Building permits, the Developer shall submit plan details for all water features, (including but not limited to fountains and ponds) designed to include provisions for operating the system without City potable water supply and capable of being conservation periods, to the satisfaction of the Director of the Water & Sewer Utilities. Decorative water features may be permanently connected to the City's recycle water supply.

W17. Approved backflow prevention device is required on all irrigation services. Dedicated irrigation service shall be installed for irrigation purpose.

Gateway Crossings Project Conditions of Rezoning Approval 9 of 15 POLICE
PD1. The property should be fenced off during demolition and construction as a safety barrier to the public and deterrent to theft and other crime.

PD2. Address numbers of the individual residential buildings shall be clearly visible from the street and shall be a minimum of 6" in height and a color contrasting with the background material. Numbers shall be illuminated during hours of darkness. Individual apartment numbers shall be a minimum of 6" in height and a color contrasting to the background material, and either visible from the street or from the center area of the project. Where multiple units/buildings occupy the same property, unit/building addresses shall be clearly visible. A monument sign, preferably at all dedicated entrances to the property, shall be prominently displayed, showing all unit/building numbers, addresses, etc. A map is recommended for large complexes with multiple streets or walkways.

PD3. Address numbers should be a minimum of 12" inches in height for commercial or industrial buildings. Consider illuminated numbers during the hours of darkness, and in a color that is contrasting to the background material. They shall be clearly visible from the street. Where multiple units or buildings occupy the same property, each unit/building address shall be clearly visible. A monument sign, preferably at all entrances to the property, should be prominently displayed showing all unit/building numbers, addresses, etc. A map is recommended for large complexes with multiple streets or walkways.

PD4. In a development where there is an alley, driveway, etc. providing a rear entrance or access, the address shall be displayed to both the front and rear of the individual buildings. Where an alley, driveway, etc. provided vehicular access, address numbers shall be clearly visible from that access.

PD5. Each distinct unit within the building shall have its address displayed on or directly above both front and rear doors.

PD6. Landscaping should follow the National Institute of Crime Prevention standards. That standard describes bushes/shrubs not exceeding 2' in height at maturity, or maintained at that height, and the canopies of trees should not be lower than 6' in height. Hostile vegetation is encouraged along the fence and property lines and under vulnerable windows.

PD?. Lighting for the project to be at the IES (Illuminating Engineering Society of North America) standards and include the features listed below:
• White light source Pedestrian Scale
• Full cut-off or shoebox design Unbreakable exterior
• Tamperproof Housings Wall mounted lights/1 O' high
These features increase natural surveillance, support and/or enhance security camera capabilities, and increase Police Patrol effectiveness.

PD8. Any required enclosure fencing (trash area, utility equipment, etc.) would preferably be see-thru. If for aesthetic reasons prohibit that, the fencing should have a 6" opening along the bottom for clear visibility. Any gates or access doors to these enclosures should be locked.

PD9. If there is outdoor seating associated with a restaurant or similar business which is near vehicle parking stalls, the outdoor space will be designed to ensure the safety of the public from possible vehicular related incidents.

PD10. If the development includes any benches, these benches should not be longer than 5' in length, and should have arm rests at both ends. If the benches are longer than 5' in length, there should be a divider (arm rest or similar) in the middle of the bench in addition to the arm rests on both ends. This helps prevent unlawful lodging and/or Gateway Crossings Project Conditions of Rezoning Approval 10 of 15 skateboarding. Another option to benches could be cubes, knee walls, or other creative types of seating possibilities.

PD11. The Developer should install skate stoppers on any low clearance wall of 36" in height or lower to prevent vandalism/damage to the wall from skateboarding or similar activities.

PD12. All exterior doors should be adequately illuminated at all hours with their own light source.

PD13. All construction of dwelling units shall conform to the requirements of the Uniform Building Security Code as adopted by the City of Santa Clara City Council.

PD14. Consider convex mirrors for elevator cabs and at stairwell landings in order to enhance natural surveillance for the user of the elevator.

PD15. Other line of sight obstructions (including recessed doorways, alcoves, etc.) should be avoided on building exterior walls and interior hallways.

PD16. The Developer shall meet the City of Santa Clara's guidelines established for radio signal penetration, detailed in the Communications Department's Public Safety Radio System Building Penetration Guidelines. The intended use of telecommunications sites shall be clearly and accurately stated in the use permit. The signal, of whatever nature, of any communications facility or system, shall in no way whatsoever interfere with or affect any police communication or police communication system.

PD17. Public Safety Radio Systems Penetration Guidelines have been established by the city of Santa Clara Communications Department for radio signal penetration during emergencies. The Developer is advised that the project may be required to install equipment for adequate radio coverage for the City Of Santa Clara Radio communications System, including but not limited to Police & Fire emergency services.

The Developer should contact the director of communications at (408) 615-5571 for high rises.

PD18. When in the opinion of the fire code official, a new structure obstructs the line of sight of emergency radio communications to existing buildings or to any other locations, the Developer of the structure shall provide and install the radio retransmission equipment necessary to restore communications capabilities. The equipment shall be located in an approved space or area within the new structure.

PD19. The parking structure/site should be equipped with a centrally located emergency panic alarm system that reports to a central office. If more than one button/call station is installed, the emergency system should always be in visual distance from another emergency call station. There should not be more than 300' separating each call station, which is the current industry standard.

PD20. "White" light meeting the IES standard should be considered. There should be no "dark" areas inside the structure.

PD21. The interior of the parking structure should be painted a light, highly reflective color. This increases the natural lighting available and can help prevent dark areas that attract criminal activity.

PD22. All entrances to the parking areas (structure, surface, subterranean, etc.) shall be posted with appropriate signage to discourage trespassing, unauthorized parking, etc. (See California Vehicle Code section 22658(a) for guidance).

PD23. Alcoves and other visual obstructions that might constitute a hiding place should be eliminated whenever structurally possible. Pillars, columns, and other open construction should be considered over a solid wall design.

PD24. Consider storage, maintenance, and trash rooms within the parking garage having doors which cannot be locked from the inside and that close and lock quickly and automatically upon exit.

Gateway Crossings Project Conditions of Rezoning Approval 11 of 15 PD25. A Coded Entry System is required for police access to enclosed parking lots and gated communities. This can be accomplished with a coded key pad system or the Police Department Knox Box key system. We understand security is a prime concern for the tenants of the project, which necessitates some sort of secure building and admittance process. By having either of these secure access systems for law enforcement, it will allow us to better respond to emergency situations should they arise in the development.

Examples of these systems can be reviewed at the following projects:
2585 El Camino Real (Coded key pad access)
3555 Monroe Street (Knox box key access)
The following sections are in reference for the proposed hotel on this site:

PD26. Developer shall contact the Santa Clara Police Department 'Intelligence" unit (408-615- 4849) for Alcohol Beverage Control (ABC) licensing review.

PD27. The business shall undergo a 6 month and 1 year review, including a check for ABC violations and police service calls.

PD28. All business or commercial establishments, of whatever nature, should have a comprehensive internal security plan, tailored to the specific use. This should include, but not limited to, employee security during working hours, after hours security, disaster preparation, etc. For retail uses, especially where there is cash on hand, robbery and cash security protocols should be established. Developers are encouraged to contact the Santa Clara Police Department's Community Services Unit (408-615-4859) for assistance.

PD29. All business or commercial establishments, of whatever nature, should have an electronic intruder alarm system installed. The system should cover the interior and perimeter of structures determined to be a value target. Also, consideration should be given -to exterior areas that are or contain value targets, such as a product display lot, company vehicle parking area, etc.

PD30. The installation and use of interior and exterior security cameras and recording devices is highly encouraged.

FIRE
F1.

F2.

Prior to Building Permit issuance, the Alternative Materials and Methods (AM&M) application committing to the following shall be submitted and approved:
a. Firefighter air replenishment systems installed within the high-rise hotel. b. A security system workstation shall be installed within the Fire Command Center serving the hotel.
c. Standpipe connection spacing in the parking garage shall be reduced to 100' to 130' maximum depending on final design for the hotel.
d. Fire service elevators shall be installed within all building (entire project). e. An additional rated stairwell to the roof with penthouse (entire project). f. Fire sprinkler density increased .05-gpm per square foot above base NFPA base design (entire project). The fire sprinkler design shall utilize the Density/Area method outlined in NFPA 13 for the entire project.
g. All buildings shall be equipped with emergency voice evacuation alarm system without egress width reduction.
h. Fire-flow reduction for fire sprinklers is reduced to 50% maximum (entire project).

Prior to Building Permit issuance, written documentation that the minimum required fire­ flow for the largest building onsite based on the construction type and square footage in accordance with the California Fire Code is required to be submitted. As noted above, a maximum reduction of 50% in fire-flow is allowed with the installation of automatic fire sprinkler systems.

Gateway Crossings Project Conditions of Rezoning Approval 12 of 15 F3. Prior to Building Permit Issuance, construction documents for the proposed underground fire protection infrastructure, hydraulic calculations, material data submittal, number, location and distribution of fire hydrants for the building(s) based on the California Fire Code. The required number of fire hydrants shall be based on the fire-flow before the 50% reduction.

F4. Prior to Building Permit Issuance, construction documents for proposed fire apparatus access shall be submitted addressing the following, unless adequately addressed under an AM&M:
a. Fire apparatus access roadways shall be provided so the exterior walls of the first story of the building(s) are located no more than 150' from fire apparatus access as measured by an approved route around the exterior.
b. Fire apparatus access roadways shall have a "minimum" width of a fire apparatus access roadway for Engines is 20'. The "minimum" width of roadways for aerial apparatus is 26'.
c. Ariel access roadways shall be located a minimum of 15' and a maximum of 30' from the protected building, and positioned parallel to one entire sides of the building. The side of the building shall be approved.
d. Fire access roadways shall have a "minimum" unobstructed vertical clearance of not less than 13'6" inches. Aerial apparatus access roads may require additional vertical clearance.
e. Fire apparatus access roadways shall support a gross vehicle weight of 75,000- pounds.
f. Fire apparatus access roadways shall have a "minimum" inside turning radius of 36' or greater.
g. Dead-end fire apparatus access roadways in excess of 150' in length shall be provided with "approved" turning around(s).
h. Two separate and approved fire apparatus access roadways to the site are required.

Roadways shall be placed a distance apart equal to not less than one half of the length of the maximum overall diagonal dimension of the property or area to be served, measured in a straight line between accesses.
i. Traffic calming devices are not permitted on any designated fire access roadway, unless approved.

F5. Prior to Building Permit issuance, the infrastructure necessary for the installation of an emergency responder's radio system is required to be incorporated into the design documents, including, but not limited to rated rooms, shafts, etc.).

F6. Prior to the Start of Construction, fire protection water supplies shall be installed and made serviceable prior to combustible materials being moved onsite.

F7. During the course of construction, safety protocols, standard operating procedures, and guidelines outlined within the Environmental Impact Report shall be followed, unless deviations are approved by the oversight agency.

STREETS
ST1. Prior to City's issuance of Building or Grading Permits, the Developer shall develop a Final Stormwater Management Plan and update the SCVURPPP C.3 Data Form.

ST2. The Final Stormwater Management . Plan and all associated calculations shall be reviewed and certified by a qualified third-party consultant from the SCVURPPP List of Qualified Consultants, and a third party review letter shall be submitted with the Plan.

ST3. For projects that disturb a land area of one acre or more, the Developer shall file a Notice of Intent (NOi) with the State Water Resources Control Board for coverage under the State Construction General Permit (Order No. 2009-0009-DWQ) prior to issuance of Gateway Crossings Project Conditions of Rezoning Approval 13 of 15 any building permit for grading or construction. A copy of the NOi shall be submitted to the City Building Inspection Division, along with a stormwater pollution prevention plan (SWPPP). Active projects covered under the Construction General Permit will be inspected by the City once per month during the wet season (October - April).

ST4. The Developer shall incorporate Best Management Practices (BMPs) into construction plans and incorporate post-construction water runoff measures into project plans in accordance with the City's Urban Runoff Pollution Prevention Program standards prior to the issuance of Building or Grading Permits. Proposed BMPs shall be submitted to and thereafter reviewed by the Planning Division and the Building Inspection Division for incorporation into construction drawings and specifications.

ST5. During the construction phase, all stormwater control measures shall be inspected for conformance to approved plans by a qualified third-party consultant from the SCVURPPP List of Qualified Consultants, and a third-party inspection letter shall be submitted to the Public Works Department, Street Maintenance Division. Building occupancy will not be issued until all stormwater treatment measures have been adequately inspected. For more information contact Street Maintenance at (408) 615- 3080.

ST6. The property owner shall enter into an Inspection and Maintenance (l&M) Agreement with the City for all installed stormwater treatment measures in perpetuity. Developers should contact Karin Hickey at (408) 615-3097 or [email protected] for assistance completing the Agreement. For more information and to download the most recent version of the l&M Agreement, visit the City's stormwater resources website at http://santaclaraca.gov/government/departments/public-works/environmental­ programs/urban-runoff-pollution-prevention/stormwater-resources.

ST7. Developer shall install an appropriate stormwater pollution prevention message such as "No Dumping - Flows to Bay" on any storm drains located on private property.

ST8. Interior floor drains shall be plumbed to the sanitary sewer system and not connected to the City's storm drain system.

ST9. Floor drains within trash enclosures shall be plumbed to the sanitary sewer system and not connected to the City's storm drain system.

ST10. All outdoor equipment and materials storage areas shall be covered and/or bermed, or otherwise designed to limit the potential for runoff to contact pollutants.

ST11. Any site design measures used to reduce the size of stormwater treatment measures shall not be removed from the project without the corresponding resizing of the stormwater treatment measures and an amendment of the property's l&M Agreement.

ST12. Decorative and recreational water features such as fountains, pools, and ponds shall be designed and constructed to drain to the sanitary sewer system only.

ST13. For projects that involve construction, demolition or renovation of 5,000 square feet or more, the Developer shall comply with City Code Section 8.25.285 and recycle or divert at least fifty percent (50%) of materials generated for discard by the project during demolition and construction activities. No building, demolition, or site development permit shall be issued unless and until Developer has submitted a construction and demolition debris materials check-off list. Developer shall create a Waste Management Plan and submit a Construction and Demolition Debris Recycling Report through the City's online tracking tool at http://santaclara.wastetracking.com/.

ST14. For projects that involve a Rezoning, the Developer shall contact the Public Works Department, Street Maintenance Division at (408) 615-3080 to verify if the property falls within the City's exclusive franchise hauling area. If so, the Developer may be required to use the City's exclusive franchise hauler and rate structure for solid waste services.

Gateway Crossings Project Conditions of Rezoning Approval 14 of 15 ST15. The Developer shall provide a site plan showing all proposed locations of solid waste containers, enclosure locations, and street/alley widths to the Public Works Department, Street Maintenance Division. All plans shall comply with the City's Development Guidelines for Solid Waste Services as specified by development type. Contact the Street Maintenance Division at (408) 615-3080 for more information.

ST16. Pre-treatment devices and tallow bins shall be installed at all food establishments.

Tallow bins shall be placed within a trash enclosure when possible. If enclosure is not sized to accommodate the tallow bin(s), a separate dedicated enclosure with drainage to the sanitary sewer system shall be provided.

PARKS AND RECREATION
PR1. The project will generate an estimated 3,584 residents. Based on the Mitigation Fee Act standard of 2.53 acres/1,000 residents, the amount of public parkland required for this project to mitigate the impact of the new resident demand is 9.0675 acres. The equivalent fee due in lieu of parkland dedication is $33,610,661. Developer shall be obligated to provide parkland, pay a fee in lieu thereof, or a combination of such dedication and fee, at the discretion of the City, pursuant to Chapter 17.35 of the City Code.

PR2. Any parkland dedicated to the City shall be dedicated or otherwise conveyed (i) free and clear of any liens unacceptable to the City, and (ii) in a condition free of any toxic materials.

PR3. Developer shall execute a separate park maintenance agreement with the City, which commits Developer to maintaining the park improvements, including landscaping and park amenities, within the parkland dedication area; indemnifies the City with respect to such maintenance; and subject to standard City insurance requirements, for the life of the Project.

PR4. A public access easement shall be required on all private streets to provide public access to the public park.

PR5. Any in lieu fees imposed under Chapter 17.35 shall be due and payable to the City prior to issuance of a building permit for each dwelling unit. Park acreage to be recalculated by Developer and private, on-site recreational areas have not been validated to verify acreage and in-lieu fees.

PR6. A dwelling unit tax (OUT) is also due based on the number of units and additional bedrooms per City Code Chapter 3.15. The Project mix includes 230 studio units, 633 one-bedroom units, 127 one-bedroom plus den units, 562 two-bedroom units and 48 two-bedroom plus den units for a total OUT of $27,050.

PR7. Calculations may change if the number of units changes, if any areas do not conform to the Ordinance and City Code Chapter 17.35, if the fee schedule for new residential development fees due in lieu of parkland dedication changes before this Project is deemed complete by Planning, and/or if City Council makes any changes. l:\PLANNING\2016\Project Files Active\PLN2016-123181205 Coleman Ave\CC\CC 7.9.19\Conditions of Rezoning Approval CC 7.9.19.doc Gateway Crossings Project Conditions of Rezoning Approval 15 of 15

CONDITIONS OF VESTING TENTATIVE SUBDIVISION MAP APPROVAL Project Plans Received on 06-19-2019
In addition to complying with all applicable codes, regulations, ordinances and resolutions, the following conditions of approval are recommended:

GENERAL
G1. If relocation of an existing public facility becomes necessary due to a conflict with the Developer's new improvements, then the cost of said relocation shall be borne by the Developer.

G2. Comply with all applicable codes, regulations, ordinances and resolutions.

ATTORNEY'S OFFICE
A 1. The Developer agrees to defend and indemnify and hold City, its officers, agents, employees, officials and representatives free and harmless from and against any and all claims, losses, damages, attorneys' fees, injuries, costs, and liabilities arising from any suit for damages or for equitable or injunctive relief which is filed by a third party against the City by reason of its approval of Developer's project.

COMMUNITY DEVELOPMENT
C1. The project shall comply with the conditions set forth in the Development Agreement in effect between the City of Santa Clara and TOD Brokaw, LLC.

C2. The project shall comply with the mitigation measures and conditions identified in the Environmental Impact Report and Mitigation Monitoring and Reporting Program for the Gateway Crossings Project.

C3. Obtain a Site Development Permit from the City of San Jose Planning Department for the portion of the project site located in the City of San Jose for landscape improvements as part of the landscape plan for the Gateway Crossings Project, prior to issuance of building permits.

C4. Obtain City approval for name of private street(s) prior to Final Map approval.

C5. Developer shall submit to the City Covenants, Conditions and Restrictions (CC&Rs) or equivalent instrument assigning and governing perpetual maintenance of the private street in good condition for the life of the Project, prior to issuance of building permits.

Said document shall be recorded along with the Title for each property with the Santa Clara County Recorder's Office.

ENGINEERING
E1. Obtain site clearance through Engineering Department prior to issuance of Building Permit. Site clearance will require payment of applicable development fees. Other requirements may be identified for compliance during the site clearance process.

Contact Engineering Department at (408) 615-3000 for further information.

E2. All work within the public right-of-way and/or public easement, which is to be performed by the Developer/Owner, the general contractor, and all subcontractors shall be included within a Single Encroachment Permit issued by the City Engineering Department.

E3. All work within City of San Jose Limit will require an encroachment permit from City of San Jose.

E4. Submit public improvement plans prepared in accordance with City Engineering Department procedures which provide for the installation of public improvements. Plans shall be prepared by a Registered Civil Engineer and approved by the City Engineer prior to approval and recordation of subdivision map and/or issuance of building permits.

Gateway Crossings Project Conditions of Vesting Tentative Subdivision Map Approval 1 of 4 E5. Developer is responsible for cost of relocation or modification of any public facility necessary to accommodate subject development.

E6. Dedicate lots A, B, C, D, E, and F as public pedestrian and vehicle access easements.

E7. Dedicate emergency vehicle access easement over neighboring property (future Champions Way) prior to issuance of building permits.

E8. All portions of Champions Way within in the City of Santa Clara shall be dedicated as public pedestrian and vehicle access and emergency vehicle access easements by separate instrument.

E9. Existing Coleman Avenue public street easement shall be dedicated to the City in fee title by separate instrument.

E 10. Dedicate all required easements on Subdivision Map or via separate instrument, as determined by the City.

E11. Additional public street dedication required for the widening of Coleman Avenue shall be dedicated on the Subdivision Map.

E12. File and record Subdivision Map for proposed development and pay all appropriate fees prior to Building Permit issuance. All municipalities shall be included as signatories to the Subdivision Map as required.

E13. Obtain Council approval of a resolution ordering vacation of the portion of existing easement(s) proposed to be abandoned through Engineering Department, and pay all appropriate processing fees.

E 14. Show limits of water ponding and water daylighting for the 100-year storm event.

E 15. Provide root barriers when the drip line of the mature trees covers the sidewalk. Root barriers for sidewalk protection shall be 16' long or extend to drip line of the mature tree, whichever is greater, and be 1.5' deep, and centered on trees. Root barriers for curb and gutter protection shall be 16' long or extend to drip line of the mature tree, whichever is greater, and be 2' deep, and centered on trees.

E 16. Sanitary sewer and storm drain mains and laterals shall be outside the drip line of mature trees or 1 O' clear of the tree trunk whichever is greater.

E17. Damaged curb, gutter, and sidewalk within the public right-of-way along property's frontage shall be repaired or replaced (to the nearest score mark) in a manner acceptable to the City Engineer or his designee. The extents of said repair or replacement within the property frontage shall be at the discretion of the City Engineer or his designee.

E18. Existing non-standard or non-ADA compliant frontage improvements shall be replaced with current City standard frontage improvements as directed by the City Engineer or his designee.

E19. All proposed sidewalk, walkway, and driveways shall be ADA compliant per City Standard.

E20. Slurry seal with digouts full width of Coleman Avenue along property frontage.

E21. Reconstruct full width of Brokaw Road, from Coleman Avenue to the southern terminus of Brokaw Road, with 6" AC over 16" AB or 12" Full Depth AC.

E22. Show and comply City's driveway Triangle of Safety (sight distance) requirement at proposed driveways and City's Intersection Visibility Obstruction Clearance (sight distance) at the southeast corner of the Brokaw Road/Coleman Avenue intersection. No trees and/or structures obstructing drivers' view are allowed in the Triangle of Safety and Corner Visibility Obstruction areas.

E23. Public parking cannot be counted towards on-site parking requirements.

E24. All proposed driveways shall be City Standard ST-8 driveways with the exception of driveways at intersections which may be City Standard ST-10.

E25. The driveway on Coleman south of the Brokaw Road intersection can be designed as a flared driveway to accommodate trucks.

Gateway Crossings Project Conditions of Vesting Tentative Subdivision Map Approval 2 of 4 E26. Brokaw Road typical midblock cross-section shall include minimum 6' wide bicycle lanes and 12' through lanes both eastbound and westbound to accommodate future shuttles/bus to the planned future BART station. Gutter pan shall not be included in the width of the bicycle lane.

E27. Provide a left turn lane, a shared through and left and a separate right turn lane on the eastbound and westbound Brokaw Road approaches at the intersection with Coleman Avenue. On the eastbound Brokaw Road approach provide minimum 1 0' wide left turn lane, 10' wide shared through and left turn lane and a 14' wide shared bicycle and right turn only lane. Provide 15' receiving lane on Brokaw Road west of Coleman Avenue. On the westbound Brokaw Road approach provide minimum 1 0' wide left turn lane, 1 0' wide shared through and left turn lane, and a minimum 11' wide right turn only lane.

E28. Remove existing curb ramp at southwest corner of Brokaw/Coleman along project frontage and install 2 curb ramps per City Standard ST-14.

E29. Provide a right-out only driveway approximately 200' west of Coleman Avenue.

E30. Provide a new traffic signal at the intersection of Brokaw Road/Costco Driveway/Project driveway. At this intersection, provide 6' wide bicycle lanes in both directions, minimum 12' wide eastbound and westbound through lanes and minimum 11' eastbound and westbound left turn lanes.

E31. Provide minimum 11' wide westbound left turn lane at driveway on the western edge of the property.

E32. The first un-signalized driveway on Coleman approximately 500' south of Brokaw should be signed for right out only at exit. This driveway can be designed as a flared driveway to accommodate trucks.

E33. Provide a second signalized full access driveway at the south edge of the project site on Coleman Avenue/Champions Way (Future Street). Provide a north-south on-site connection between the two Coleman Avenue driveways to allow traffic entering/exiting from the two driveways to circulate on-site.

E34. Dedicate right-of-way along southbound Coleman to construct third southbound through lane and a bike lane. Widen Coleman Avenue along the property frontage to provide three 11' minimum wide through lanes, 12' wide center two-way left turn lane and a minimum 6' wide bicycle lane.

E35. Provide traffic signal interconnect between the Brokaw/Coleman intersection and the new proposed traffic signal at the south edge of the Project site. Provide traffic signal interconnect to the new traffic signal at the Brokaw Road/Costco Driveway intersection.

E36. Provide minimum 8' wide sidewalk along Brokaw Road with 5' landscape strip along Brokaw Road.

E37. Provide minimum 8' wide sidewalk plus 6' wide landscape strip along Coleman Avenue property frontage.

E38. Coordinate with cities of Santa Clara and San Jose on the design and construction of proposed Champions Way (Future Street) on the eastern perimeter of the project.

Provide 8' wide sidewalk and 6' wide planter strip on the future street.

E39. Remove existing crosswalks and restripe new crosswalks to align with the new curb ramps at the southeast corner of the intersection of Brokaw Road/Coleman Avenue.

E40. All traffic striping, messages and symbols shall be thermoplastic.

E41. The existing bus stop south of the intersection of Coleman Avenue/Brokaw Road shall be reconstructed just west of its current location due to the widening of Coleman Avenue. Include bus duck out, bus pad, bus shelter and bench per VTA requirements.

E42. Reconstruct traffic signal at northwest and southwest corner of the Brokaw Road/Coleman Avenue intersection to bring signal, poles, and underground infrastructure to current ADA and City standards.

E43. The developer shall comply with the mitigations in the EIR/TIA.

Gateway Crossings Project Conditions of Vesting Tentative Subdivision Map Approval 3 of 4 E44. Install "No Parking at Any Time" signs along the project frontage on the south side of Brokaw Road.
l:\PLANNING\2016\Project Files Active\PLN2016-12318 1205 Coleman Ave\CC\CC 7.9.19\Conditions of Vesting Tentative Subdivision Map Approval CC 7.9.19.doc
Gateway Crossings Project Conditions of Vesting Tentative Subdivision Map Approval 4 of 4

DEVELOPMENT AGREEMENT

DEVELOPMENT AGREEMENT
(GATEWAY CROSSINGS)

BETWEEN

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

TOD BROKAW, LLC

EXHIBITD

MITIGATION MONITORING AND REPORTING PROGRAM
Development Agreement/Gateway Crossings/Exhibit D
Rev. 06/26/12; Typed 08/29/19

DRAFT

MITIGATION MONITORING AND REPORTING PROGRAM
Gateway Crossings

CITY OF SANTA CLARA
July 2019

PREFACE
Section 21081 of the California Environmental Quality Act (CEQA) requires a Lead Agency to adopt a Mitigation Monitoring or Reporting Program whenever it approves a project for which measures have been required to mitigate or avoid significant effects on the environment. The purpose of the monitoring or reporting program is to ensure compliance with the mitigation measures during project implementation.

On July 9, 2019, the City Council certified the Environmental Impact Report (EIR) for the Gateway Crossings project. The Final EIR concluded that the implementation of the project could result in significant effects on the environment and mitigation measures were incorporated into the proposed project or are required as a condition of project approval. This Mitigation Monitoring or Reporting Program addresses those measures in terms of how and when they wilLbe implemented.

This document does not discuss those subjects for which the EIR concluded that mitigation measures would not be required to reduce significant impacts.

MITIGATION MONITORING OR REPORTING PROGRAM

GATEWAY CROSSINGS (FINAL PROJECT)
Timeframe for Responsibility Oversight of Impacts Mitigation Implementation for Implementation Implementation Air Quality
Impact AIR-1: The MM AIR-1.1: During any construction period ground During all phases Project applicant Director of project would result in disturbance, the applicant shall ensure that the project contractor of construction and contractors Community significant construction implements the following BAAQMD BMPs: period Development air pollutant emissions • All exposed surfaces ( e.g., parking areas, staging areas, soil without the piles, graded areas, and unpaved access roads) shall be implementation of watered two times per day.

BAAQMD's standard • All haul trucks transporting soil, sand, or other loose material construction BMPs. off-site shall be covered.
• All visible mud or dirt track-out onto adjacent public roads shall be removed using wet power vacuum street sweepers at least once per day. The use of dry power sweeping is
prohibited.
• All vehicle speeds on unpaved roads shall be limited to 15 miles per hour.
• All roadways, driveways, and sidewalks to be paved shall be completed as soon as possible. Building pads shall be laid as soon as possible after grading unless seeding or soil binders are used.
• Idling times shall be minimized either by shutting equipment off when not in use or reducing the maximum idling time to five minutes. Clear signage shall be provided for construction workers at all access points.
• All construction equipment shall be maintained and properly tuned in accordance with manufacturer's specifications. All equipment shall be checked by a certified mechanic and
determined to be running in proper condition prior to
operation.
• Post a publicly visible sign with the telephone number and person to contact at the construction firm regarding dust Gateway Crossings City of Santa Clara

MITIGATION MONITORING OR REPORTING PROGRAM

GATEWAY CROSSINGS (FINAL PROJECT)
Timeframe for Responsibility Oversight of Impacts Mitigation Implementation for Implementation Implementation complaints. This person shall respond and take corrective action within 48 hours. The Air District's phone number shall also be visible to ensure compliance with applicable
regulations.

MM AIR-1.2: The project shall develop a plan demonstrating that the off-road equipment used on-site to construct the project would achieve a fleet-wide average 92 percent reduction in PM10 exhaust emissions or more. The plan shall include, but is not limited to, one or more of the following:
• All mobile diesel-powered off-road equipment larger than 25 horsepower and operating on the site for more than two days continuously shall meet, at a minimum, USEP A particulate matter emissions standards for Tier 4 engines or equivalent and include the use of equipment that includes CARE-certified Level 3 Diesel Particulate Filters.
• Use of alternatively-fueled equipment (i.e., non-diesel), such as electric, biodiesel, or liquefied petroleum gas for example, would meet this requirement.

Other measures may be the use of added exhaust devices, or a combination of measures, provided that these measures are approved by the City and demonstrated to reduce community risk impacts to less than significant.

Impact AIR-2: The MM AIR-2.1: The project shall develop and implement a Develop the Project applicant Director of operation of the project Transportation Demand Management (TDM) plan that would TDM plan prior Community would result in reduce vehicle trips by 20 percent, half of which ( a 10 percent to issuance of Development significant operational reduction) shall be achieved with TDM measures. occupancy ROG emissions. permits;
implement the
TDM plan during
project operations

MITIGATION MONITORING OR REPORTING PROGRAM

GATEWAY CROSSINGS (FINAL PROJECT)
Timeframe for Responsibility Oversight of Impacts Mitigation Implementation for Implementation Implementation MM AIR-2.2: The project shall use low volatile organic During all phases Project applicant Director of compound or VOC (i.e., ROG) coating, that are below current of construction and contractors Community BAAQMD requirements (i.e., Regulation 8, Rule 3: Architectural Development Coatings), for at least 5 0 percent of all residential and nonresidential interior and exterior paints. This includes all architectural coatings applied during both construction and reapplications throughout the project's operational lifetime. At least 50 percent of coatings applied must meet a "super- compliant" VOC standard of less than 10 grams of VOC per liter of paint. For reapplication of coatings during the project's operational lifetime, the Declaration of Covenants, Conditions, and Restrictions shall contain a stipulation for low VOC coatings to be used.

Biology
Impact BIO-1: Project MM BIO-1.1: Construction shall be scheduled to avoid the During Project applicant Director of construction could nesting season to the extent feasible. The nesting season for most construction, if Community impact nesting birds on birds, including most raptors, in the San Francisco Bay Area feasible. Development or adjacent to the site, if extends from February 1 through August 31. present.

If it is not possible to schedule construction and tree removal If construction Project applicant Director of between September and January, then pre-construction surveys for activities are Community nesting birds shall be completed by a qualified ornithologist to initiated between Development ensure that no nests shall be disturbed during project February and implementation. This survey shall be completed no more than 14 April, conduct the days prior to the initiation of grading, tree removal, or other pre-construction demolition or construction activities during the early part of the survey no more breeding season (February through April) and no more than 30 than 14 days prior days prior to the initiation of these activities during the late part of to construction the breeding season (May through August). activities. If construction
During this survey, the ornithologist shall inspect all trees and activities are other possible nesting habitats within and immediately adjacent to initiated between

MITIGATION MONITORING OR REPORTING PROGRAM

GATEWAY CROSSINGS (FINAL PROJECT)
Timeframe for Responsibility Oversight of Impacts Mitigation Implementation for Implementation Implementation the construction area for nests. If an active nest is found May and August, sufficiently close to work areas to be disturbed by construction, conduct the ornithologist, in consultation with CDFW, shall determine the preconstruction extent of a construction-free buffer zone to be established around surveys no more the nest to ensure that nests of bird species protected by the than 30 days prior MBT A or Fish and Game code shall not be disturbed during to construction project construction. activities.

A final report of nesting birds, including any protection measures, Prior to start of Project applicant Director of shall be submitted to the Director of Community Development grading or tree Community prior to the start of grading or tree removal. removal Development Cultural Resources
Impact CUL-1: MM CUL-1.1: Archaeological monitoring by a qualified During soil Project applicant Director of Unknown buried prehistoric archaeologist shall be completed during soil remediation Community archaeological resources remediation and presence/absence exploration with a backhoe Development could be impacted shall be completed where safe, undisturbed, and possible prior to during project construction activities. If any potentially CRHR eligible resources construction. are identified, they should be briefly documented, photographed, mapped, and tarped before the area is backfilled. If resources are identified, a research design and treatment plan shall be completed and implemented by the archaeologist and shall include hand excavating the feature(s) or deposits prior to building construction.

MM CUL-1.2: As part of the safety meeting on the first day of Prior to start of Project applicant Director of construction/ground disturbing activities, the Archaeological construction Community Monitor shall brief construction workers on the role and activities Development responsibility of the Archaeological Monitor and procedures to follow in the event cultural resources are discovered. The prime construction contractor and any other subcontractors shall be informed of the legal and/or regulatory implications of knowingly destroying cultural resources or removing artifacts, human remains, and other cultural materials from the study area. The

MITIGATION MONITORING OR REPORTING PROGRAM

GATEWAY CROSSINGS (FINAL PROJECT)
Timeframe for Responsibility Oversight of Impacts Mitigation Implementation for Implementation Implementation archaeological monitor has the authority to stop or redirect construction/remediation work to other locations to explore for potential features.

MM CUL-1.3: In the event that human remains are discovered At the time a Project applicant Director of during excavation and/or grading of the site, all activity within a discovery is made Community 50-foot radius of the find shall be stopped. The Santa Clara Development County Coroner shall be notified and shall make a determination as to whether the remains are of Native American origin or whether an investigation into the cause of death is required. If the remains are determined to be Native American, the Coroner shall notify the Native American Heritage Commission (NARC)
immediately. Once NARC identifies the most likely descendants, the descendants will make recommendations regarding proper burial, which will be implemented in accordance with Section 15064.S(e) of the CEQA Guidelines.

Greenhouse Gas Emissions
Impact GHG-2: The See mitigation measure MM AIR-2.1
project would result in
significant GHG
em1ss10ns.

Hazards and Hazardous Materials
Impact HAZ-1: MM HAZ-1.1: The project shall develop and implement a Site Develop the SMP Project applicant Director of Construction workers, Management Plan (SMP) that outlines the measures required to prior to the start and contractors Community future occupants, and mitigate potential risks (including soil vapor intrusion) to of construction Development, the surrounding construction workers, future occupants, and the environment from activities and Regional Water environment could be potential exposure to hazardous substances that may be submit the SMP Quality Control exposed to contaminated encountered during soil intrusive or construction activities on-site. to the City and Board, and Santa soils and subject to soil As part of the SMP, the requirements of a worker health and safety RWQCBfor Clara Valley vapor intrusion. plan shall be outlined to address potential hazards to construction approval prior to Water District workers and off-site receptors that may result from construction the start of

MITIGATION MONITORING OR REPORTING PROGRAM

GATEWAY CROSSINGS (FINAL PROJECT)
Timeframe for Responsibility Oversight of Impacts Mitigation Implementation for Implementation Implementation activities. Each contractor shall be required to develop their own construction site-specific health and safety plan to protect their workers. activities.

The SMP prepared as stipulated above was submitted and Implement the approved by RWQCB in May 2016. This approved SMP was SMP during submitted to the City and a copy is included in Appendix E of this construction EIR. activities
Noise and Vibration
Impact NOI-1: Future MM NOI-1.1: Potential residents and buyers shall be provided At the time of Project applicant Director of residents would be with a real estate disclosure statement and buyer deed notices sale/lease of the Community exposed to exterior which would off er comprehensive information about the noise residential units Development noises from aircraft environment of the project site.
above the City's exterior
land use compatibility
goal of 55 dBA CNEL.

Impact NOI-2: Existing In addition to adhering to the City Code for construction hours, the Develop a Project applicant Director of land uses in the project project proposes to implement the following standard construction construction noise and contractors Community vicinity would be noise control measures: control plan prior Development exposed to an increase to issuance of
in ambient noise levels MM NOI-2-1: Develop a construction noise control plan, grading permits. due to project including, but not limited to, the following available controls: Implement the construction activities. construction
• Construct temporary noise barriers, where feasible, to screen noise control plan stationary noise-generating equipment. Temporary noise during barrier fences would provide a five dBA noise reduction if the construction noise barrier interrupts the line-of-sight between the noise activities. source and receiver and if the barrier is constructed in a manner that eliminates any cracks or gaps.
• Equip all internal combustion engine-driven equipment with intake and exhaust mufflers that are in good condition and appropriate for the equipment.

MITIGATION MONITORING OR REPORTING PROGRAM

GATEWAY CROSSINGS (FINAL PROJECT)
Timeframe for Responsibility Oversight of Impacts Mitigation Implementation for Implementation Implementation • Unnecessary idling of internal combustion engines shall be strictly prohibited (i.e., no more than two minutes in duration) • Locate stationary noise-generating equipment, such as air compressors or portable power generators, as far as possible from sensitive receptors as feasible. If they must be located near receptors, adequate muffling ( with enclosures where feasible and appropriate) shall be used to reduce noise levels at the adjacent sensitive receptors. Any enclosure openings or venting shall face away from sensitive receptors.
• Utilize "quiet" air compressors and other stationary noise sources where technology exists.
• Construction staging areas shall be established at locations that would create the greatest distance between the construction- related noise sources and noise-sensitive receptors nearest the project site during all project construction.
• Locate material stockpiles, as well as maintenance/equipment staging and parking areas, as far as feasible from commercial (and proposed residential) receptors.
• Control noise from construction workers' radios to a point where they are not audible at land uses bordering the project site.
• The contractor shall prepare a detailed construction schedule for major noise-generating construction activities. The construction plan shall identify a procedure for coordination with adjacent land uses so that construction activities can be scheduled to minimize noise disturbance.
• Designate a "disturbance coordinator" who would be
responsible for responding to any complaints about
construction noise. The disturbance coordinator shall
determine the cause of the noise complaint (e.g., bad muffler, etc.) and require that reasonable measures be implemented to correct the problem. Conspicuously post a telephone number

MITIGATION MONITORING OR REPORTING PROGRAM

GATEWAY CROSSINGS (FINAL PROJECT)
Timeframe for Responsibility Oversight of Impacts Mitigation Implementation for Implementation Implementation for the disturbance coordinator at the construction site and include in it the notice sent to neighbors regarding the construction schedule.

Impact NOI-3: On-site MM NOI-3.1: Mechanical equipment shall be selected and During the final Project applicant Director of mechanical equipment designed to meet the City's noise level requirements. A qualified design phase Community (including the backup acoustical consultant shall be retained to review mechanical noise Development generator) would exceed as these systems are selected to determine specific noise reduction on and off-site noise measures necessary to reduce noise to comply with the City's limits identified in the noise level requirements. Noise reduction measures could include, City Code. but are not limited to, selection of equipment that emits low noise levels, installation of muffles or sound attenuators, and/or installation of noise barriers such as enclosures and parapet walls to block the line-of-sight between the noise source and the nearest receptors. Alternate measures may include locating equipment in less noise-sensitive areas, where feasible.

Transportation/Traffic
Impact TRAN-1: The MM TRAN-1.1: 1. Coleman Avenue/Brokaw Road (City of Santa Prior to issuance Project applicant Director of project would have a Clara) -This intersection is under the jurisdiction of the City of of occupancy Community significant impact under Santa Clara. The improvement includes changing the signal for permits Development existing plus project Brokaw Road (the east and west legs of this intersection) from conditions at the protected left-turn phasing to split phase, adding a shared following two through/left turn lane to the east and west approaches within the intersections: 1. existing right-of-way, changing the existing shared through/right- Coleman turn lanes to right-turn only lanes on the east and west approaches, A venue/Brokaw Road changing the eastbound right-turn coding from "include" to (City of Santa Clara) "overlap" indicating that eastbound right turns would be able to and 6. De La Cruz turn right on red, prohibiting U-turns on northbound Coleman Boulevard/Central Avenue, and adding a third southbound through lane on Coleman Expressway (City of A venue, and restriping to provide exclusive southbound through Santa Clara/CMP). and right turn lanes.

MITIGATION MONITORING OR REPORTING PROGRAM

GATEWAY CROSSINGS (FINAL PROJECT)
Timeframe for Responsibility Oversight of Impacts Mitigation Implementation for Implementation Implementation MM TRAN-1.2: 6. De La Cruz Boulevard/Central Expressway (City of Santa Clara/CMP) - This intersection is located in the City of Santa Clara and under the jurisdiction of Santa Clara County. The Comprehensive County Expressway Planning Study identifies the conversion of the single HOV lane in each direction to mixed-flow lanes on Central Expressway as a Tier lA project.

The approved City Place development also identifies adding a second southbound right-tum lane and a third northbound left-tum lane as a mitigation measure. The project shall make a fair-share contribution towards the HOV lane conversion and additional lane geometry improvements identified as mitigation for the City Place project.

Impact TRAN-2: The MM TRAN-2.1: The project shall pay a fair-share contribution Prior to Issuance Project applicant Director of project would result in a towards the VT A's Valley Transportation Plan (VTP) 2040 of occupancy and contractors Community significant impact to express lane program along US 101. permits Development mixed-flow lanes on 21
directional freeway '
segments during at least
one peak hour.

Impact TRAN-3: The The project proposes to implement MM TRAN-1. 1 and -1.2 and Prior to issuance Project applicant Director of project would have a the following mitigation measures: of occupancy Community significant impact under permits Development
background plus project MM TRAN-3.1: 7. Lafayette Street/Central Expressway (City of conditions at the Santa Clara/CMP) - This intersection is located in the City of following five Santa Clara and under the jurisdiction of Santa Clara County. The intersections: 1. Comprehensive County Expressway Planning Study identifies the Coleman conversion of the single HOV lane in each direction to mixed-flow A venue/Brokaw Road lanes on Central Expressway as a Tier lA project. The project (City of Santa Clara); 6. shall make a fair-share contribution towards this improvement.

De La Cruz

MITIGATION MONITORING OR REPORTING PROGRAM

GATEWAY CROSSINGS (FINAL PROJECT)
Timeframe for Responsibility Oversight of Impacts Mitigation Implementation for Implementation Implementation Boulevard/Central MM TRAN-3.2: 13. Coleman Avenue/I-880 (S) (City of San Expressway (City of Jose/CMP) - This intersection is located in the City of San Jose Santa Clara/CMP); 7. and under the jurisdiction of the City of San Jose. This Lafayette Street/Central improvement includes restriping one of the left-turn lanes to a Expressway (City of shared left- and right-turn lane, effectively creating three right-turn Santa Clara/CMP); 13. lanes. Three receiving lanes currently exist on the north leg of Coleman Avenue/I-880 Coleman Avenue.
(S) (City of San
Jose/CMP); and 15. MM TRAN-3.3: 15. Coleman Avenue/Taylor Street (City of San Coleman Avenue/Taylor Jose) -This intersection is located in and under the jurisdiction of Street (City of San Jose) the City of San Jose. The widening of Coleman Avenue to six- lanes has been identified as a Downtown Strategy 2000
improvement by the City of San Jose and is an approved project that will be implemented in the near-term. The project shall make a fair-share contribution towards this improvement.

Impact C-TRAN-1: The project proposes to implement MM TRAN-1.1, -1.2, and -3 .1 Prior to issuance Project applicant Director of The project would have through -3.3 and the following two mitigation measures: of occupancy Community a cumulatively permits Development
considerable MM C-TRAN-1.1: 8. Scott Boulevard/Central Expressway-This contribution to intersection is located in the City of Santa Clara and under the significant cumulative jurisdiction of the County of Santa Clara. The Comprehensive impacts at the following County Expressway Planning Study identifies the conversion of intersections: 1. HOV to mixed-flow lanes on Central Expressway as a Tier IA Coleman project. The project shall make a fair-share contribution to this A venue/Brokaw Road improvement. With implementation of this improvement, the (City of Santa Clara); 6. intersection of Scott Boulevard/Central Expressway would operate De La Cruz at an unacceptable LOS F during the PM peak hour, but the Boulevard/Central average delay would be better than under cumulative conditions.

Expressway (City of
Santa Clara/CMP); 7. MM C-TRAN-1.2: 12. Coleman Avenue/1-880 (N)-This Lafayette Street/Central intersection is located in the City of San Jose and under the Expressway (City of jurisdiction of the City of San Jose. This improvement would

MITIGATION MONITORING OR REPORTING PROGRAM

GATEWAY CROSSINGS (FINAL PROJECT)
Timeframe for Responsibility Oversight of Impacts Mitigation Implementation for Implementation Implementation Santa Clara/CMP); 8. include restriping one of the left-turn lanes to a shared left- and Scott Boulevard/Central right-turn lane, effectively creating two right-turn lanes. Three Expressway (City of receiving lanes currently exist on the north leg of Coleman Santa Clara/CMP); 12. Avenue. With implementation of this improvement, the Coleman Avenue/1-880 intersection would operate at an acceptable LOS C during the AM (N) (City of San peak hour.

Jose/CMP); 13.

Coleman Avenue/1-880
(S) (City of San
Jose/CMP); and 15.

Coleman Avenue/Taylor
Street (City of San Jose).

In addition to mitigation measures listed above, there are also other conditions of approval the project shall implement, including the following:

CONDITIONS OF APPROVAL

GATEWAY CROSSINGS (FINAL PROJECT)
Health Risks to On-site Residences
• The final site layout shall locate operable windows and air intakes as far as possible and feasible from TAC sources. • Install air filtration at all residential units. Air filtration devices shall be rated MERV13 or higher. To ensure adequate health protection to sensitive receptors, a ventilation system shall meet the following minimal design standards:
a. A MERV13 or higher rating;
b. At least one air exchange(s) per hour of fresh outside filtered air; and c. At least four air exchange(s) per hour recirculation.

Alternately, at the approval of the City, equivalent control technology may be used if it is shown by a qualified air quality consultant or heating, ventilation, and air conditioning (HV AC) engineer that it would reduce risk below significance thresholds. • Implement an ongoing maintenance plan for the building's HV AC air filtration system. Recognizing that emissions from air pollution sources are decreasing, the maintenance period shall last as long as significant excess cancer risk or annual PM2.s exposures are predicted. Subsequent studies could be conducted by an air quality expert approved by the City to identify the ongoing need for the filtered ventilation systems as future information becomes available.
• Ensure that the lease agreement and other property documents (1) require cleaning, maintenance, and monitoring of the affected units for air flow leaks; (2) include information on the ventilation system to new owners and tenants; and (3) include provisions that fees associated with owning or leasing a unit(s) in the building include funds for cleaning, maintenance, monitoring, and replacements of the filters, as needed. • Prior to building occupancy, an authorized air pollutant consultant or HV AC engineer shall verify the installation of all necessary measures to reduce TAC exposure.

Burrowing Owl
• Pre-construction surveys for burrowing owls shall be conducted in conformance with CDFW protocols. The initial site visit shall be conducted no more than 14 days prior to the start of any ground-disturbing activity such as clearing and grubbing, excavation, or grading, or any similar activity. If during the initial survey any ground squirrel burrows or other burrows that may be used as nesting or roosting sites by burrowing owls are detected, but no burrowing owls are observed, a second survey shall be conducted within 48 hours of the start of construction to determine whether any burrowing owls are present. If no burrowing owls are located during these surveys, no additional action would be warranted. However, if burrowing owls are located on or immediately adjacent to impact areas the following measures shall be implemented.
• If burrowing owls are present during the nonbreeding season (generally 1 September to 31 January), a 160-foot buffer zone, within which no new project-related activity would be permissible, shall be maintained around the occupied burrow(s) if feasible, though a reduced buffer is acceptable during the non-breeding season as long as construction avoids direct impacts to the burrow(s) used by the owls. During the breeding season (generally 1 February to 31 August), a 250-foot buffer, within which no new project-related activity would be permissible, shall be maintained between project activities and occupied burrows. If owls are present at burrows on the site after 1 February, it will be

CONDITIONS OF APPROVAL

GATEWAY CROSSINGS (FINAL PROJECT)
assumed to be nesting on or adjacent to the site unless evidence indicates otherwise. This protected area shall remain in effect until 31 August, or based upon monitoring evidence, until the young owls are foraging independently. • If ground-disturbing activities would directly impact occupied burrows, the owls occupying burrows to be disturbed shall be passively relocated during the non-nesting season. Relocation shall occur by a qualified biologist using one-way doors. No burrowing owls shall be evicted from burrows during the nesting season (1 February through 31 August) unless evidence indicates that nesting is not actively occurring ( e.g., because the owls have not yet begun nesting early in the season, or because young owls have already fledged late in the season).

Bird Strikes
• The project shall prepare and submit a plan to implement bird-safe design standards into project buildings and lighting design to minimize hazards to birds. These specific standards shall include the following to minimize hazards to birds:
- Reduce large areas of transparent or reflective glass. - Locate water features and other bird habitat away from building exteriors to reduce reflection. - Reduce or eliminate the visibility of landscaped areas behind glass. - To the extent consistent with the normal and expected operations of the residential and commercial uses of the project, take appropriate measures to avoid use of unnecessary lighting at night, especially during bird migration season (February through May and August through November) through the installation of motion-sensor lighting, automatic light shut-off mechanisms, downward-facing exterior light fixtures, or other effective measures to the extent possible.

Interior Noise Levels
• Incorporate the following noise insulation features shall be incorporated into the proposed project to reduce interior noise levels to 45 dBA CNEL or less:

Provide a suitable form of forced-air mechanical ventilation, as determined by the local building official, so that windows can be kept closed to control noise.

A qualified acoustical specialist shall prepare a detailed analysis of interior residential noise levels resulting from all exterior sources during the design phase pursuant to requirements set forth in the State Building Code. The study will also establish appropriate criteria for noise levels inside the commercial spaces affected by environmental noise. The study will review the final site plan, building elevations, and floor plans prior to construction and recommend building treatments to reduce residential interior noise levels to 45 dBA CNEL or lower. Treatments would include, but are not limited to, STC sound-rated windows and doors, sound-rated wall and window constructions, acoustical caulking, protected ventilation openings, etc. The specific determination of what noise insulation treatments are necessary shall be conducted on a unit-by-unit basis during final design of the project. Results of the analysis, including the description of the necessary noise control treatments, shall be submitted to the City, along with the building plans and approved design, prior to issuance of a building permit.

CONDITIONS OF APPROVAL

GATEWAY CROSSINGS (FINAL PROJECT)
Design Hazards and Emergency Access
• Restrict Driveway 1 to right-in and -out access only; • Restrict Driveway 2 to right turns only;
• Signalize the intersection of Costco/project Driveway 3 and Brokaw Road; • Striped median left-tum lane for Driveway 4; and
• Assign all tandem parking .

Construction Traffic
• Prepare a Construction Management Plan which would include, but is not limited to the following conditions, subject to City's approval:
- Truck haul routes for construction trucks.
- Signs shall be posed along roads identifying construction traffic access or flow limitations due to lane restrictions during periods of truck traffic.

Sources:

City of Santa Clara. Draft Environmental Impact Report for the Gateway Crossings Project. April 2018. ---. Final Environmental Impact Report for the Gateway Crossings Project. September 2018. ---. Supplemental Text Revisions to the Gateway Crossings Project Final Environmental Impact Report. September 26, 2018. ---. Supplemental Text Revisions to the Gateway Crossings Project Final Environmental Impact Report. October 30, 2018. ---. Supplemental Text Revisions to the Gateway Crossings Project Final Environmental Impact Report. May 14, 2019. ---. Supplemental Text Revisions to the Gateway Crossings Project Final Environmental Impact Report. June 2019.

DEVELOPMENT AGREEMENT

DEVELOPMENT AGREEMENT
(GATEWAY CROSSINGS)

BETWEEN

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

TODBROKAW,LLC

EXHIBITE

FAIR SHARE TRAFFIC FEES
Development Agreement/Gateway Crossings/Exhibit E
Rev. 06/26/12; Typed 08/29/19
Page I of2
Gateway Crossings Mitigation Measures Fair Share Cost
Mitigation Measure Fair Share Fair Share
Mitigation Measure Cost % Cost
Traffic Signal Modifications including lane configuration modifcations. Restripe EB and WB approaches of Brokaw Rd. to include an exclusive left-turn lane, a shared left/through lane, and an exclusive right turn lane. Convert the phasing on Brokaw Rd. from protective left-turn phasing to split phase.

The EB right-turn lane on Brokaw needs to be overlap. The SB approach on Coleman needs to include an exclusive left-turn lane, three southbound through lanes, and an exclusive right- turn lane. The porkchop island at the SB approach on Coleman needs to be removed and the corner needs to be squared off.

No u-turns would be allowed on the NB approach of Coleman Coleman Ave./Brokaw Rd. Ave. N/A N/A N/A
convert HOV lane to mixed flow lane, add an exclusive SB right- turn lane creating dual right-turn lanes, add an exclusive NB De La Cruz Blvd./ Central Expy left-turn lane creating triple left-turn lanes $793,500 16.4% $130,134 Lafayette St./ Central Expy convert HOV lane to mixed flow lane $100,000 2.7% $2,700 convert HOV lane to mixed flow lane and add an exclusive SB Scott Blvd./ Central Expy left-turn lane creating triple left-turn lanes $1,100,000 2.7% $29,700 convert and restripe one of the existing off-ramp left-turn lanes Coleman Ave./ 1-880 (N} into a shared left/right-turn lane $10,000 7.6% $760 convert and restripe one of the existing off-ramp left-turn lanes Coleman Ave./ 1-880 (5) into a shared left/right-turn lane $10,000 7.5% $750 Coleman Ave./Taylor St. widen Coleman Ave. from four to six lanes $3,750,000 7.1% $266,250 Freeway
US 101 from De La Cruz Blvd. to SR 237 and 1-880 Convert existing HOV lane to express lane and add an from Stevens Creek Blvd. to US 101 additional express lane to create two express lanes $431,000,000 0.3% $1,249,900 Total $1,680,194
Notes:

N/ A= Applicant is required to build entire improvement

DEVELOPMENT AGREEMENT

DEVELOPMENT AGREEMENT
(GATEWAY CROSSINGS)

BETWEEN

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

TOD BROKAW, LLC

EXHIBITF

ETHICAL STANDARDS FOR CONTRACTORS SEEKING TO ENTER INTO

AN AGREEMENT WITH THE CITY OF SANTA CLARA, CALIFORNIA
Termination of Agreement for Certain Acts.

A THE CITY MAY, AT ITS SOLE DISCRETION, TERMINATE THIS AGREEMENT IN THE EVENT ANY ONE OR MORE OF THE FOLLOWING OCCURS:

1. If a Contractor 1 does any of the following:
a. Is convicted 2 of operating a business in violation of any Federal, State or local law or regulation;
b. Is convicted of a crime punishable as a felony involving dishonesty3; c. Is convicted of an offense involving dishonesty or is convicted of fraud or a criminal offense in connection with: (1) obtaining; (2) attempting to obtain; or, (3) performing a public contract or subcontract; d. Is convicted of any offense which indicates a lack of business integrity or business honesty which seriously and directly affects the present responsibility of a City contractor or subcontractor; and/or, For purposes of this Agreement, the word "Consultant" (whether a person or a legal entity) also refers to "Contractor" and means any of the following: an owner or co-owner of a sole proprietorship; a person who controls or who has the power to control a business entity; a general paitner of a paitnership; a principal in a joint venture; or a primary corporate stockholder [i.e., a person who owns more than ten percent (10%) of the outstanding stock of a corporation] and who is active in the day to day operations of that corporation. 2 For purposes of this Agreement, the words "convicted" or "conviction" mean a judgment or conviction of a criminal offense by any cowt of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea ofnolo contendere within the past five (5) years.

As used herein, "dishonesty" includes, but is not limited to, embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, failure to pay tax obligations, receiving stolen property, collusion or conspiracy.

Development Agreement/Gateway Crossings/Exhibit F Page 1 of 2 Rev. 06/26/12; Typed 08/29/19

DEVELOPMENT AGREEMENT
e. Made (or makes) any false statement(s) or representation(s) with respect to this Agreement.

2. If fraudulent, criminal or other seriously improper conduct of any officer, director, shareholder, partner, employee or other individual associated with the Contractor can be imputed to the Contractor when the conduct occun-ed in connection with the individual's perfo1mance of duties for or on behalf of the Contractor, with the Contractor's knowledge, approval or acquiescence, the Contractor's acceptance of the benefits derived from the conduct shall be evidence of such knowledge, approval or acquiescence.

B. THE CITY MAY ALSO TERMINATE THIS AGREEMENT IN THE EVENT ANY ONE OR MORE OF THE FOLLOWING OCCURS:

1. The City determines that Contractor no longer has the financial capability 4 or business experience 5 to perform the terms of, or operate under, this Agreement; or,

2. If City dete1mines that the Contractor fails to submit information, or submits false information, which is required to perform or be awarded a contract with City, including, but not limited to, Contractor's failure to maintain a required State issued license, failure to obtain a City business license (if applicable) or failure to purchase and maintain bonds and/or insurance policies required under this Agreement.

C. In the event a prospective Contractor (or bidder) is ruled ineligible (debaired) to participate in a contract award process or a contract is terminated pursuant to these provisions, Contractor may appeal the city's action to the City Council by filing a written request with the City Clerk within ten (10) days of the notice given by City to have the matter heard. The matter will be heard within thirty (30) days of the filing of the appeal request with the City Clerk. The Contractor will have the burden of proof on the appeal.

The Contractor shall have the opportunity to present evidence, both oral and documentary, and argument.
4 Contractor becomes insolvent, transfers assets in fraud of creditors, makes an assignment for the benefit of creditors, files a petition under any section or chapter of the federal Bankruptcy Code (11 U.S.C.), as amended, or under any similar law or statute of the United States or any state thereof, is adjudged bankrupt or insolvent in proceedings under such laws, or a receiver or trustee is appointed for all or substantially all of the assets of Contractor.
5 Loss of personnel deemed essential by the City for the successful performance of the obligations of the Contractor to the City.

Development Agreement/Gateway Crossings/Exhibit F Page 2 of 2 Rev. 06/26/12; Typed 08/29/19

RECORD WITHOUT FEE
PURSUANT TO GOV'T CODE SECTION 6103
Recording Requested by:

Office of the City Attorney
City of Santa Clara, California
When Recorded, Mail to:

Office of the City Clerk
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Form per Gov't Code Section 27361.6 [SPACE ABOVE THIS LINE FOR RECORDER'S USE] The undersigned declares that this document is recorded at the request of and for the benefit of the City of Santa Clara and therefore is exempt from the payment of the recording fee pursuant to Government Code §6103 and 27383 and from the payment of the Documentary Transfer Tax pursuant to Revenue and Taxation Code §11922.

PARKIMPROVEMENTAGREEMENT

BY AND BETWEEN

THE CITY OF SANTA CLARA, CALIFORNIA
and

TOD BROKAW, LLC
This PARK IMPROVEMENT AGREEMENT (this "Agreement") is entered into this ___ day of _______ , 2023 (''Effective Date"), by and between the CITY OF SANTA CLARA, a chartered California municipal corporation with its principal place of business located at 1500 Warbmion Ave, Santa Clara, CA ("City"), and TOD BROKAW, LLC, a California Limited Liability Company ("Developer"). City and Developer may be referred to herein individually as a "Party" or collectively as the "Parties" or "Parties to this Agreement."

RECITALS
City and Developer enter into this Agreement on the basis of the following facts, understandings and intentions, and the following recitals are a substantive part of this Agreement.

A. Developer is the fee title owner of that certain real property located in the City and more pmiicularly described on Exhibit A attached hereto (the "Project Site").

B. The City and Developer are parties to that ce1iain Development Agreement (Gateway Crossings), recorded in the Official Records of Santa Clara County, California on October 9, 2019 as Document No. 24300322 (the "Development Agreement") with respect to the development of the Project Site with an infill mixed-use project as more pmiicularly described therein (the "Project").
1 C. Pursuant and subject to applicable provisions and requirements of the Development Agreement and Santa Clara City Code ("SCCC") Chapter 17.35 (collectively, the "Parkland Requirements"), Developer is obligated to improve and thereafter dedicate to City, and whereupon City intends to accept, certain lands within the Project Site for an approximately 2.1 acre neighborhood park and a minimum 0.46 acre linear park (collectively the "Park/ands") are more particularly described on Exhibit B-1 and Exhibit B-2 and depicted on the final map in Exhibit C attached hereto. The naming of the parks will follow City Council Policy No. 035.

D. Developer and City desire to enter into this Agreement in order to satisfy their respective obligations with respect to the improvement and dedication of the Parklands consistent with the Parkland Requirements.

NOW, THEREFORE, the Parties hereby agree as follows:

AGREEMENT

1. Recitals Incorporated. The foregoing recitals are true and correct and are part of this Agreement for all purposes.

2. Design and Construction of Parklands Improvements.
(a) Park Improvement Plans. Pursuant to the Parkland Requirements and this Agreement, Developer, or Developer's construction contractor shall construct and improve the Parklands with certain landscaping and other improvements (collectively, the "Park/ands Improvements"). City has previously approved schematic design plans for the 2.1-acre neighborhood park as set fo11h in Exhibit D attached hereto and Developer will at a later date submit plans for the 0.46-acre mini park (collectively the "Park Improvement Plans"). Park Improvement Plans are subject to revision and further refinement/development through City plan check process.
(b) Construction; Phasing. The Parklands Improvements for the Project shall be constructed in compliance with the City-approved Park Improvement Plans. Developer, through its design professionals, shall review and approve all materials of construction and provide a copy of all approved material submittals for use during the construction phase in advance for City approval through the City's plan check process. Developer and Developer's construction contractor shall provide regular construction updates of construction schedule activities to allow City, at its discretion, to perform inspection of work progress and, if desired by City, testing of materials. At City's discretion, City may inspect the Parklands Improvements during construction to ensure conformity with plans and standards. Developer shall have the right to construct the Parklands Improvements within each phase of the Project ("Phase") in accordance with Section

2.7 of Development Agreement. Developer shall commence the construction of the Parklands Improvements within each Phase at such times as Developer deems desirable and shall complete such construction in accordance with the timing requirements set forth in Section 2( d) below.

Developer shall provide reasonable notice, a minimum of two weeks, to City prior to the start of construction of Parklands Improvements within a Phase.
2 (c) Change Orders. Any change orders to the City-approved Park Improvement Plans must be in writing and shall be subject to the prior written approval of City and Developer in their respective sole and absolute discretion.
(d) Completion of Construction; Final Inspection.

1. Phase One. Developer shall complete the construction of the Parklands Improvements prior to the issuance by City of the Final Certificate of Occupancy for the last residential building to be constructed within Phase One of the Project.

When Developer completes the construction of the Parklands Improvements for Phase One, Developer shall provide written notice of completion to City ("Notice of Completion") and request a walk-through inspection. Developer shall also provide soil and geotechnical reports for City review and acceptance. Within five (5) business days following the date of City's receipt of the Notice of Completion for Phase One, City shall conduct a final inspection of the applicable Parklands Improvements (the "Final Inspection"). If, during the Final Inspection, City determines that the Parklands Improvements have not been completed in accordance with the approved Park Improvement Plans, City shall prepare a punch list of all items to be completed by Developer and shall provide such punch list to Developer five (5) business days following the Final Inspection. If City delivers such punch list to Developer, then Developer shall undertake to correct such punch list items in a diligent manner. Upon completion of the punch list work, Developer shall request another Final Inspection from City and within five (5) business days following such written notice from Developer, City shall conduct another Final Inspection. If City determines that the punch list work is complete, City shall immediately deliver to Developer a notification of final completion and City acceptance of the Parklands Improvements. If City determines that the punch list work is not complete, then City and Developer shall repeat the Final Inspection/punch list procedures specified in this Section 2( d)( 1) until City accepts the Phase One Parklands Improvements as set forth in this Section 2( d)(l). For the purposes of this Section 2(a), the Parklands Improvements shall be deemed to be "completed" when Developer has completed construction of the applicable Parklands Improvements for Phase One in accordance with the Park Improvement Plans and delivered the Notice of Completion to City, and City accepts such Parklands Improvements as set forth in this Section 2(d)(l).

2. Phase Two. When Developer completes the construction of the Parklands Improvements for Phase Two, Developer shall provide written notice of completion to City ("Notice of Completion") and request a walk-through inspection. Developer shall also provide soil and geotechnical reports for City review and acceptance.

Within five (5) business days following the date of City's receipt of the Notice of Completion for Phase Two, City shall conduct a final inspection of the applicable Parklands Improvements (the "Final Inspection"). If, during the Final Inspection, City determines that the Parklands Improvements have not been completed in accordance with the approved Park Improvement Plans, City shall prepare a punch list of all items to be completed by Developer and shall provide such punch list to Developer five (5) business days following the Final Inspection. If City delivers 3 such punch list to Developer, then Developer shall undertake to correct such punch list items in a diligent manner. Upon completion of the punch list work, Developer shall request another Final Inspection from City and within five (5) business days following such written notice from Developer, City shall conduct another Final Inspection. If City determines that the punch list work is complete, City shall immediately deliver to Developer a notification of final completion and City acceptance of the Parklands Improvements. If City determines that the punch list work is not complete, then City and Developer shall repeat the Final Inspection/punch list procedures specified in this Section 2(d)(2) until City accepts the Phase Two Parklands Improvements as set forth in this Section 2(d)(2). For the purposes of this Section 2, the Phase Two Parklands Improvements shall be deemed to be "completed" when Developer has completed construction of the applicable Phase Two Parklands Improvements in accordance with the Park Improvement Plans and delivered the Notice of Completion to City, and City accepts such Parklands Improvements as set fotih in this Section 2(d)(2).

3. The Parties acknowledge and agree that the entry into this Agreement and the completion of the Phase One and Phase Two Parklands Improvements and the acceptance of the Parklands Improvements by City as provided herein satisfies in full any and all of Developer's obligations to construct the Parklands Improvements under all applicable Parkland Requirements.
( e) Acceptance of Dedication. The Parklands, including the Parklands Improvements, for each Phase shall be granted by Developer to City by separate instrument after the Parklands Improvements thereon have been inspected and accepted by City pursuant to Section 2( d) of this Agreement. City shall accept (i) dedication of fee title to the Parklands by means of a grant deed in form and free of encumbrances, unless otherwise agreed upon by the Patiies prior to close of escrow (the "Park/ands Grant Deed). City shall accept the dedication of the Parklands of each Phase prior to its use by the general public. City shall open escrow with First American Title Company to facilitate the transfer of fee title for each of the Parklands from Developer to City. Developer shall pay all escrow, title and closing costs, including the cost of a proforma ALTA standard owners policy. Transfer shall be at Developer's sole cost. The close of escrow for each of the Parklands, by means of recording of the Parklands Grant Deed shall occur no later than sixty (60) days after the completion and acceptance of the Parklands Improvements thereon by City. The Parties acknowledge and agree that the recording of the Parklands Grant Deed satisfies Five Million Seven Hundred Forty Nine Thousand Seven Hundred Twelve Dollars ($5,749,712) of the balance of Developer's Parklands dedication obligations and fees due in lieu for Phase One, and Fourteen Million Forty Four Thousand Four Hundred Seventy One Dollars ($14,044,471) of the balance of Developer's Parklands dedication obligations and fees due in lieu for Phase Two, regarding parkland dedication under all applicable Parkland Requirements, including Sections 2.7, 4.3 and 4.12 (Parkland Dedication) of the Development Agreement.
(f) Maintenance and Repair. Prior to the acceptance of the Parklands Improvements by City, Developer shall, at its sole cost and expense, maintain, repair, replace and insure the Parklands until City acceptance of the Parklands Grant Deed, as applicable, pursuant to Section 2(e). Following City acceptance of the Parklands Improvements and the Parklands Grant 4 Deed, Developer shall maintain the Parklands pursuant to, and as governed solely and exclusively by, a separate Park Maintenance Agreement entered into between Developer and City concurrently with or subsequent to their execution of this Agreement (the "Park Maintenance Agreement"). (g) Force Majeure.

1. Defined. As used herein, "Force Majeure Event" shall mean any matter or condition beyond the reasonable control of a Party, including war, public emergency or calamity, fire, earthquake, extraordinary inclement weather, Acts of God, epidemics, strikes, labor disturbances or actions, civil disturbances or riots, litigation brought by third parties against either City or Developer or both, any failure by the other Party to comply with its obligations hereunder, or any governmental order or law (including any order or law of City) which causes an interruption in the performance of this Agreement or prevents timely delivery of materials or supplies.

2. Excuse from Performance. Should a Force Majeure Event prevent performance of this Agreement, in whole or in part, the Party affected by the Force Majeure Event shall be excused or performance under this Agreement shall be suspended to the extent commensurate with the Force Majeure Event; provided that the Party availing itself of this Section shall notify the other Party within ten (10 ) days of the affected Party's knowledge of the commencement of the Force Majeure Event; and provided further that the time of suspension or excuse shall not extend beyond that reasonably necessitated by the Force Majeure Event.

3. Exclusions. Notwithstanding the foregoing, the following shall not excuse or suspend performance under this Agreement:

A. Performance under this Agreement shall not be suspended or excused for any matter or condition that does not constitute a Force Majeure Event as defined in Section 2(g)(l ).

B. Negligence or failure of Developer to perform, its obligations under this Agreement shall not constitute a Force Majeure Event.

C. The inability of Developer for any reason to have access to funds necessary to carry out its obligations under this Agreement or the termination of any contract by any contractor or subcontractor or for Developer's default under such contract shall not constitute a Force Majeure Event. (h) Nondiscrimination. In the performance of this Agreement, Developer shall not discriminate, in any way, against any person on the basis 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.

3. In Lieu Fee Payments by Developer. Developer shall make payment to City as set forth in Exhibit E attached hereto, which shall satisfy in full Developer's obligation to pay fees 5 in-lieu of parkland dedication under all applicable Parkland Requirements, including Section 4.12 of the Development Agreement.

4. Notices. All notices, demands, consents, requests, approvals, disapprovals, designations or other communications (all of the foregoing hereinafter referred to as "notice") pursuant to this Agreement shall be in writing and delivered in person, by commercial courier or by first-class certified mail, postage prepaid. Notices shall be deemed to have been properly given if (a) served personally, or (b) mailed, when deposited with the United States Postal Service within the boundaries of the continental United States for registered or certified delivery, return receipt requested, with postage prepaid, or (c) sent by receipted overnight courier, postage prepaid, in each case addressed to the applicable recipient as follows:

If to City:

City of Santa Clara
Attn: City Manager
1500 Warbmion Avenue
Santa Clara, California 95050
Or by email at: [email protected]
With copy to:

City of Santa Clara
Attn: Director of Parks & Recreation
1500 Warburton Avenue
Santa Clara, California 95050
Or by email at: [email protected]
If to Developer:

TOD BROKAW, LLC
c/o Edward Storm and Deke Hunter
10121 Miller Ave., Suite 200
Cupertino, CA 95014
Or by email at: [email protected] and [email protected] With copy to:

David H. Blackwell, Esq.

Allen Matkins Leck Gamble Mallory & Natsis LLP
3 Embarcadero Center, 12th Floor
San Francisco, CA 94111-4074
[email protected]
Either Pmiy may change its address for purposes of this Section by giving written notice to the other Patiy. All notices shall be deemed given and received, if served personally, when actually 6 received and receipt is acknowledged in writing, upon delivery if delivered by commercial courier, or two (2) days after mailing if sent by United States Postal Service. If delivery of a notice is refused between the hours of 9:00 A.M. and 5:00 P.M. on a business day, or fails because of a changed address of which no notice was given, then such notice shall be deemed given and received, if mailed or sent by courier, at the time delivery was first attempted, as shown by postal or courier receipt.

5. Entire Agreement. Except as expressly set forth herein, this Agreement, including all Exhibits attached thereto, constitutes the entire understanding of the Parties as to those matters contained herein.

6. Amendment. The provisions of this Agreement may be waived, altered, amended, or repealed, in whole or in part, only by the mutual agreement of the Parties in writing. The City Manager is authorized to amend this Agreement on behalf of the City.

7. Actions by City. Where this Agreement requires or permits City to act and no officer of the City is specified, the City Manager or the designated representative of the City Manager has the authority to act on City's behalf.

8. Hold Harmless/Indemnification.
(a) To the extent permitted by law, Developer agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents (collectively, "City Parties") 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 to the extent arising from, or alleged to arise in whole or in pati from, or in any way connected with the negligence or willful misconduct of Developer or its officers, employees, agents, representative, contractors or subcontractors in connection with the performance of the construction of Parkland Improvements by Developer pursuant to this Agreement. However, the obligation to indemnify shall not apply to the proportionate extent such liability is ultimately adjudicated to have arisen in whole or in pati from the active negligence or willful misconduct of City or the City Patiies; the obligation to defend is not similarly limited.
(b) Developer's obligation to protect, defend, indemnify, and hold harmless in full City and City's employees, shall specifically extend to any and all employment-related claims of any type brought by employees, contractors, subcontractors or other agents of Developer, against City ( either alone, or jointly with Developer), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.
(c) To the extent Developer 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, Developer warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless City for any penalties, fines, adverse rulings, or tax payments associated with Contractor's responsibilities under the Act. 7 9. Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it shall In no way affect, impair or invalidate any other provisions hereof, and the other provisions shall remain in full force and effect.

10. Assignment. Except as otherwise expressly set forth herein, neither Patty shall convey, assign or transfer ("Transfer") any of its interests, rights or obligations under this Agreement without the prior written consent of the other Patty, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that City acknowledges and agrees that Developer is authorized to hire, and to delegate to, appropriately qualified contractors and/or subcontractors to perform the Parkland Improvements required under this Agreement. A Transfer by any party comprising Developer to any of the following entities or persons shall not require approval of City and shall automatically result in the release of the assigning Developer from its obligations hereunder: (i) any entity or person that receives a permitted Transfer (as defined in the Development Agreement) of Developer's interests, rights and obligations under and pursuant to the Development Agreement; (ii) any entity that is an affiliate of Developer; (iii) any other party comprising Developer; and (iv) any entity or person that acquires or leases any pmtion of the Project Site, provided said entity or person consents to said assignment. As used herein, an "affiliate of Developer" means any entity that directly or indirectly controls or is controlled by or under common control with Developer (whether through the ownership or control of voting interests, by contract, or otherwise). Except as otherwise expressly provided herein, should Developer transfer any of its interests, rights or obligations under this Agreement, it shall nonetheless remain liable for performance of the obligations for installation of public improvements and payment of fees, unless the transferee executes an Assumption Agreement in a form reasonably acceptable to City whereby the transferee agrees to be bound by the relevant terms of the Agreement, including the obligations for installation of public improvements and payment of fees, During the Term, Developer shall provide City with written notice of a request to make any Transfer of any interest in this Agreement that requires City's consent hereunder ninety (90) days prior to any such contemplated Transfer. Any such request for a Transfer shall be accompanied by quantitative and qualitative information that substantiates, to City's satisfaction, that the proposed transferee has the capability to fulfill the rights and obligations of this Agreement. Within fmty-five (45) days of such a request and delivery of information, City Manager, or City Manager's designee, shall make a determination, in his or her sole discretion, as to whether the Transfer shall be permitted or whether such Transfer necessitates an Amendment to this Agreement, subject to approval by City Council.

11. Actions by City. Where this Agreement requires or permits City to act and no officer of the City is specified, the City Manager or the designated representative of the City Manager has the authority to act on City's behalf.

12. Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it shall in no way affect, impair or invalidate any other provisions hereof, and the other provisions shall remain in full force and effect.

13. Binding Nature. Subject to the provisions of Section 9 and this Section, this Agreement binds and inures to the benefit of the Patties and their respective successors, assigns 8 and legal representatives. Subject to the preceding provisions of this Section, this Agreement and all provisions thereof shall be binding upon Developer and Developer's successors and assigns during the term of this Agreement and their respective ownership of the Project Site or any legal parcel, lot or interest therein (whether or not such successors or assigns have executed any assignment or assumption agreement with the prior Developer); provided however that, notwithstanding the foregoing or any other provision herein to the contrary, this Agreement and the provisions thereof shall not be binding upon (A) any lender or mortgagee of Developer (unless such lender or mortgagee elects in writing, in its sole and absolute discretion, to assume the rights and obligations of Developer hereunder) or (B) any assigning Developer released from its obligations hereunder pursuant to the applicable provisions of Section 9 .

14. Construction of Agreement. Section headings in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of any provision of this Agreement. As used herein: (i) the singular shall include the plural (and vice versa) and the masculine or neuter gender shall include the feminine gender (and vice versa) where the context so requires; (ii) locative adverbs such as "herein," "hereto," and "hereunder" shall refer to this Agreement in its entirety and· not to any specific Section or paragraph; (iii) the terms "include," "including," and similar terms shall be construed as though followed immediately by the phrase "but not limited to;" and (iv) "shall," "will" and "must" are mandatory and "may" is permissive.

This Agreement and each of the provisions herein, has been reached as a result of negotiations between the Parties and their respective attorneys. This Agreement shall not be deemed to have been prepared by, or drafted by, any particular Party or Parties hereto, and the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting Party or Parties shall not be employed in the interpretation of this Agreement. The language in this Agreement in all cases shall be construed as a whole and in accordance with its fair meaning.

15. Attorney's Fees. In the event of litigation between the Parties, or if a Party becomes involved in litigation because of the wrongful acts of the other Party, the Parties shall each pay their respective attorney's fees, expert witness costs and cost of suit.

16. Governing Law. This Agreement shall be construed in accordance with and governed by the 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.

17. 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; and, the Parties agree that the signatures on this Agreement, including those transmitted by facsimile, shall be sufficient to bind the Parties.

18. Term. The term of this Agreement ("Term") shall commence upon the Effective Date and shall expire for each public park parcel on the date the grant deed for the respective public park is recorded with the County of Santa Clara.
[Remainder of Page Intentionally Blank; Signatures Follow] 9 The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. The Effective Date is the date that the final signatory executes the Agreement. It is the intent of the Parties that this Agreement shall become operative on the Effective Date.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
APPROVED AS TO FORM:

Approved as to Form :

GLEN R. GOOGINS
City Attorney
City of Santa Clara
Dated:
"CITY"
-------------
JOVAN D. GROGAN
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
TOD Brokaw, LLC,
a California limited liability company
By: H/S Brokaw, LLC,
a California limited liabilitY. company
Its: Manager ~ /;
By: ~
Derek K. t er, Jr.

By:

Manager
Edward D. Storm
Manager
"DEVELOPER"

ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.

State of California
County of Santa Clara
On September 15, 2023 before me, __ D_. G_ai_n_es_,_N_o_ta_ry_P_u_bl_ic ________ _ (insert name and title of the officer)
personally appeared Derek K. Hunter, Jr
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is.Lefe subscribed to the within instrument and acknowledged to me that hc!sh1w'U~Eil'.>' executed the same in his/l.e1,tl,eir authorized capacity(ies), and that by his/l1e1,t11e;r signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature---' JJ=·"----".-~' ~~--·------ (Seal)
········ ~ D. GAINES
Notary Public • California z
Santa Clara County ~
Commission II 2345251 -
y Comm. Expires Feb 5, 2025

ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.

State of California
County of Santa Clara
On September 15, 2023 before me, __ D_. _G_ai_n_es_,_N_o_ta_ry_P_u_bl_ic ________ _ (insert name and title of the officer)
personally appeared Edward D. Storm ----------------------------who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is}afe subscribed to the within instrument and acknowledged to me that he/shil£thil>' executed the same in his/I 1e1i'tl ,eir authorized capacity(ies), and that by his/I ,e1J'tl 1eir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature __ Q __ . ~----"--'-------- (Seal)
••••••••
D. GAINES f
Notary Public • California
Santa Clara County !
Commission II 2345251 -
Y Comm. Expires Feb 5, 2025
Exhibit A
to
Park Improvement Agreement
Legal Description of Project Site
EXHIBIT "A"
LEGAL DESCRIPTIO~
paptewber l, 2023
Project No. AlS034-17

All that certain real property situated in the City of Santa Clara and Partially in the City of San Jose, County of Santa Clara, St1.te of California, being all of lots One, Two, Three, Four, Five, Six, Seven, Eight and Parcels A, B, C, D, E, Fas shown on that certain Tract Map No. 10532 "Gateway Crossings", filed for record on October 6, 2020, in Book 933 at Pages 38 through 42, Official Records of Santa Clara Cotmty.

Legal Desciiption prepal'ed by Kier & Wright Chil Enginee1·s and Surnyors, Inc. 09/01/2023
Date
Z:'o10Irc-\.lS.034-l i'DCCS•SUF.\'Fi"l.l!GAL DfSC!UP!lONS•,14 L•u'.1023-09-0J·Al&0H·lHAp.l O11:.cripw,, for 14 Lou • G•t111ny Cr<»1lns1.doc
4819-4956-9507.12
375753.00020/9- l 3-23/dhb/dhb
Exhibit A
-1-
Exhibit B-1
to
Park Improvement Agreement
Legal Description of Neighborhood Parklands
EXHIBIT "B-1"
LEGAL DESCRIPTIOl'i
April 7, 2023
Project No. A18034-l 7

All that cettain real property situated in the City of Santa Clara, County of Santa Clara, State of California, being all of Lot Six as shown on that cettain 14 lot subdivision Map of Tract 10532 for "Gateway Crossings", filed for record on October 6, 2020, in Book 933 at Pages 38 through 42, Official Records of Santa Clara County.

L~gal Demiption prepared by Kier & Wright Chi! Engineers and Surveyors, Inc. 04/07/2023
Date
Z:'•l-OIS',AlSOJ4,l 7'DOCS',SURVE\"•l.EGAL DESCRIPTJO~'S'•l.OT SIX -OA TEWAY CROSS!);GS'-102341.()7,AlSOJ4,l 7-Leg:,J De~tion for Lot Six Gatf:Wi!Y C1cm,ing1 doc
4819-4956-9507.12
375753.00020/9- l 3-23/dhb/dhb
Exhibit B-1
-1-
4819-4956-9507, !2
Exhibit B-2
to
Park Improvement Agreement
Legal Description of Mini Park Parklands
EXHIBIT "B-2"

LEGAL DESCRIPTION
April 7, 2023
Project No. A18034-17
Page I of I
All that certain real property situated in the City of Santa Clara, County of Santa Clara, State of California, being all of Lot Seven as shown on that certain 14 lot subdivision Map of Tract 10532 for "Gateway Crossings", filed for record on October 6, 2020, in Book 933 at Pages 38 through 42, Official Records of Santa Clara County.

Lt>gal Desc1iption prepared by Kier & W1ight Chil Engineers and Surveyors, Inc. 04/07/2023
Date
Z:'QO!i'AIS0,4-17·DOCS\5URVE\'UGAL DESClUPTIONs--1.0T SEVEN - GATEWAY CROSSING,·10ll--04--07-AISOJ4-l ).

Lt¢ Des.ai:ptioo. for Lo< S:e-.·en Puk Parcel Gatmy Cron.ing:s. doc 3757 53.00020/9- l 3-23/dhb/dhb
Exhibit B-2
-1-
Exhibit C
to
Park Improvement Agreement
Final Map of the Neighborhood Park (Lot 6) and Mini Parkland (Lot 7) (See Following Page)
4819-4956-9507.12
375753.00020/9- l 3-23/dhb/dhb
Exhibit C
-1-
4819-4956-9507.12
375753.00020/9-13-23/dhb/dhb
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TRACT NO. 10532

GATEWAY CROSSINGS
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EE!NC A SJBDMSO,. 0, LO':° A AS OESCR&O ~ THAT C[:(TAlN CRA.'IT DEED RECCRO€D ON J.,\~UAA'r' 19. 2011 J.S OCOJMEN':' NO. 210!.,~~9 (F omoAL RECCR:i'S. SMTA Cl.AAA COJIHY, J.1.0 LYIHC PARTIAU.Y W'.TI-l1N n,c,t: Of'!' CF SANTA CI..AAA J..<.J'J F.\.~TIAU.Y Vil1HIN THE arY Cf SAN JOSL SA"<TA Cl.ARA COJ1ff'l', $~ATE CF 0....fCRMA
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Exhibit D
to
Park Improvement Agreement
Neighborhood Park Improvement Plans
fmO<AW HOAD
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11 ~ 1 .;;;;,.,, .... C .. IAII GATEWAY CROSSINGS NEIGHBORHOOD PARK 111 li\l m 111 Ii\ 1111111 / 't'\ -'-'--'-'---'-"'Yf .. "'ti.·"'~..!"'•h'rf'"'-t\cc.''cc'\/',f-~---"-""-·:•:_,•.t_'l\_-:;.~_,_6_~_~_ri_ia_:_~T-'-~u-~-~-~-'J_' '_" _______________ ,_11_l _1'_1 _1_l _1_1·_1~~~ \it!,~/1 4819-4956-9507.12
3 75753.00020/9-13-23/dhb/dhb
ExhibitD
-1-
Exhibit E
to
Park Improvement Agreement
In-Lieu Fee Calculation*
Fee in lieu of Parkland Dedication
(724 units)
Public Parklands Dedication Value
Projected Credit for Proposed On-Site
Park and recreation facilities
Parkland Value Deficit (in lieu fee due)

PHASE I
Table l. Computation of Parkland Dedication
Phase I
Total
$ 15,209,068
$ (6,676,042)
$ (2,783,314)
$ 5,749,712
Project Unit Type: Multi-Family Dwelling Mitigation Fee Act Persons/Dwelling Type
Multi-Family Project Units
Residents
Parkland Dedication Required( acres}: R/1000x2.53
Fee In Lieu of Parkland Dedication
Table 2. Public Parkland Dedications Proposed, Service Level Parkland Proposed Square Feet
Neighborhood Park 87,725
Total to be dedicated 87,725
Total Proposed Dedicated Public Parkland Value: $6,676,042 4819-4956-9507.12
3757 53.00020/9-13-23/dhb/dhb
Exhibit E
-1-

2.24 724
1622

4.1031
$15,209,068
Acres Type of dedication

2.014 Fee Title

2.014
Table 3. Credit for proposed Private On-site Park & Rec "Active Rec Uses" Sq.Ft.

Building 1 On Grade
fitness room 2455
Building 1 Podium
6B courtyard 2750
3D courtyard 13500
5B family picnic area 270
3C courtyard near pool 8340
7 pool area 7120
SA family picnic area near pool 340
8 recreation room 1268
Building 2 On Grade
6A fitness area 2733
Building 2 Podium
SA family picnic area in 3B courtyard 400
3B courtyard 4700
3C courtyard 5100
8 recreation room 1899
6B courtyard 1312
6C courtyard 1290
SB family picnic area 850
SC family picnic area 1650
3A courtyard 12470
7pool area 4700
Total 73147
Credit 50% for private Active Recreation & Value
Parkland Value Deficit {Sutplus) after Credit
Fee in lieu of Parkland Dedication
{841 units)
Public Parklands Dedication Value
Projected Credit for Proposed On-Site
Park and recreation facilities
Parkland Value Deficit (in lieu fee due)
Phase 2*
Total
$ 17,645,880
$ (1,748,213)
$ {1,853,196)
$ 14,044,471
Acres

0.0564

0.0631

0.3099

0.0062

0.1915

0.1635

0.0078

0.0291

0.0627

0.0092

0.1079

0.1171

0.0436

0.0301

0.0296

0.0195

0.0379

0.2863

0.1079

1.6792

0.8396 $ 2,783,314

1.2496 $ 5;-749,712
*Calculations may change if area calculations for the public parks and/or the private amenity areas change.
48 I 9-4956-9507. 12
375753. 000 20/9 -13-23/dhb/dhb
Exhibit E
-2-

RECORD WITHOUT FEE
PURSUANT TO GOV'T CODE SECTION 6103
Recording Requested by:

Office of the City Attorney
City of Santa Clara, California
When Recorded, Mail to:

Office of the City Clerk
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Form per Gov't Code Section 27361.6 [SPACE ABOVE THIS LINE FOR RECORDER'S USE] The undersigned declares that this document is recorded at the request of and for the benefit of the City of Santa Clara and therefore is exempt from the payment of the recording fee pursuant to Government Code §6103 and 27383 and from the payment of the Documentary Transfer Tax pursuant to Revenue and Taxation Code §11922.

PARK MAINTENANCE AGREEMENT

BY AND BETWEEN

THE CITY OF SANTA CLARA, CALIFORNIA
AND

TOD BROKAW, LLC
This Park Maintenance Agreement ("Agreement") is entered into this day of ___ , 2023 ("Effective Date"), by and between the CITY OF SANTA CLARA, CALIFORNIA, a chartered California municipal corporation ("City") and TOD BROKAW, LLC, a California Limited Liability Company ("Project Owner"). City and Project Owner may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
City and Project Owner enter into this Agreement on the basis of the following facts, understandings and intentions, and the following recitals are a substantive part of this Agreement:

A. Project Owner is the fee title owner of that certain real property located in the City and more particularly described on Exhibit A attached hereto (the "Project Site").

B. The City and Project Owner are parties to that certain Development Agreement (Gateway Crossings), recorded in the Official Records of Santa Clara County, California on October 9, 2019 as Document No. 24300322 (the "Development Agreement") with respect to the development of the Project Site with an infill mixed-use project as more particularly described therein (the "Project").
-1-
C. Pursuant and subject to applicable provisions and requirements of the Development Agreement and Santa Clara City Code ("SCCC") Chapter 17.35 (collectively, the "Parkland Requirements"), Developer is obligated to improve and thereafter dedicate to City, and whereupon City intends to accept, certain lands within the Project Site for an approximately 2.1 acre neighborhood park and a minimum 0.46 acre linear park (collectively the "Park/ands") are more particularly described on Exhibit B-1 and depicted on the site plan in Exhibit B-2 attached hereto. The naming of the parks will follow City Council Policy No. 035.

D. Pursuant to applicable provisions and requirements of the Development Agreement, the City and Project Owner are parties to that certain Park Improvement Agreement, executed on or about _________ , 2023 and recorded in the Official Records of Santa Clara County, California on_______ , 2023 as Document No. ___________ (the "Park Improvement Agreement").

E. Also pursuant to the Development Agreement, Project Owner or Project Owner's successors and assigns are obligated to maintain and repair the Parklands and to enter into a separate agreement with City, for the life of the Projec~, providing for such maintenance. This Agreement is being entered into in satisfaction of such obligation to enter into a separate agreement with the City for maintenance of the Parklands.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants set fo1ih in this Agreement and for such other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

AGREEMENT

1. Recitals Incorporated. The foregoing recitals are true and correct and are part of this Agreement for all purposes.

2. Construction and Dedication of Parklands Improvements. The Parties acknowledge and agree that the design, construction and installation of all improvements and initial landscaping for the Parklands as described in and required by the Development Agreement and/or any other separate Park Improvement Agreement between City and Project Owner and any and all plans attached thereto or referenced therein or otherwise approved by City in connection therewith ( collectively, the "Parklands Improvements"), the dedication of the Parklands upon completion of the Parklands Improvements, and the payment of any fees due in lieu of parkland dedication, shall be and remain governed exclusively by the provisions of the Development Agreement and the Park Improvement Agreement.

3. Maintenance of Parklands.
(a) Project Owner's Obligation. During the Maintenance Term (as hereinafter defined) and subject to the terms and conditions of this Agreement, Project Owner shall, at its sole cost and expense, provide labor, supervision, supplies, materials, equipment, and any and all other tools and manpower necessary to maintain and repair the Parklands to a level comparable to the level of maintenance and repairs performed by City within similar public parks located elsewhere within the City and otherwise in accordance with this Agreement (the "Maintenance Services"). In performing the Maintenance Services, Project Owner shall comply with the maintenance -2-
specifications set forth in Exhibit C attached hereto. As used herein, "Maintenance Term" shall mean the period of time commencing upon completion of the Parklands Improvements and expiring upon mutual written consent of the Parties.
(b) Right of Entry. At all times during the Maintenance Term, Project Owner and its employees, agents, representatives, contractors, and subcontractors shall have a non-exclusive license, coupled with an interest, and right of entry for pedestrians, vehicles, machinery and equipment into, over, across, and upon the ParkJands as is reasonably necessary for access, ingress, egress, and all activities related to the Maintenance Services. In addition, Project Owner shall apply for any necessary encroachment permit from the City for each of the Parklands for performance of the Maintenance Services such that the permit shall be issued by the City not later than the date of transfer by Project Owner to City of dedicated fee title for each of the Parklands. ( c) Parklands Operation. The Parties acknowledge and agree that, at all times during the Maintenance Term, the Parklands will be and remain public parks operated, controlled, supervised, and policed (including all emergency response services) solely by City, and open to the public during the hours then set by City. Notwithstanding any provision herein to the contrary,. nothing in this Agreement shall create, or be deemed to create, any responsibility or liability on the part of Project Owner, Developer (as defined in the Development Agreement) or any of their respective affiliates, successors or assigns, with respect to the operation, control, supervision, or policing of the Parklands. Nothing herein gives Project Owner the right to restrict or to exclude any person or entity from the Parklands during the Maintenance Term, but Project Owner may retain private security to protect private property within the Project Site in order to fulfill its operation and maintenance obligations under this Agreement. If Project Owner believes that any area of the Parklands needs to be restricted or closed temporarily for public safety purposes, including to perform the Maintenance Services, Project Owner may, upon not less than two (2) days' prior written notice to City ( except in emergency situations), restrict or close such areas of the Parklands for a reasonable amount of time in order to allow the safety issues to be addressed.

Project Owner and/or its employees, agents, representatives, contractors, or subcontractors shall not store any equipment, materials, or supplies in, on, or upon the Parklands beyond such time reasonably necessary to perform any particular Maintenance Services for which they are needed, and shall take appropriate measures to secure the same and prevent any public access thereto. ( d) Alterations. In performing the Maintenance Services, and except as otherwise subsequently agreed upon in writing by the Parties, Project Owner shall not make, and shall not be obligated to make, any improvements, alterations, additions, or changes to the Parklands or the Parklands Improvements.
(e) Periodic Review. During the Maintenance Term, upon City's request and not more frequently than once each calendar quarter, Project Owner's maintenance contractor(s)/facilities manager or other designated representative(s) of Project Owner and City's Director of Parks & Recreation ("Parks Director") or other designated representative(s) of City shall meet at the Parklands to inspect the Parklands and review the status and adequacy of the Maintenance Services provided herein by Project Owner.

4. Independent Contractor. Project Owner, in the performance of this Agreement, is an independent contractor. Project Owner shall maintain complete control over all of its employees, -3-
agents, representatives, contractors, and subcontractors in the performance of this Agreement.

Neither Project Owner nor any person retained by Project Owner may represent, act, or purport to act as the agent, employee, or representative of City. Neither Project Owner nor City is granted any right or authority to assume or create any obligation on behalf of the other. Project Owner shall be solely responsible for, and will pay, any excise taxes, fees, contributions, or charges applicable to the conduct of its business or which may be levied on its performance of the Maintenance Services hereunder.

5. Compliance with Laws. In the performance of the Maintenance Services, Project Owner shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local governments with jurisdiction, including without limitation, any and all applicable laws specified elsewhere in this Agreement ( collectively "Applicable Laws"). Without limiting the generality of the foregoing provision, all persons retained by Project Owner to perform Maintenance Services required under this Agreement shall possess the requisite licenses and necessary permits to perform such Maintenance Services. The Parties acknowledge and agree that neither Project Owner nor any of its contractors or subcontractors will be receiving any payment from City for the Maintenance Services and that there is no requirement for the payment of prevailing wages in connection with the Maintenance Services.

6. Personnel/Identification.
(a) Qualifications. Any and all personnel employed or retained by Project Owner in the performance of any Maintenance Services shall be qualified to perform the duties assigned to them by Project Owner and shall be of good moral character. Project Owner shall use good faith efforts to ensure Project Owner's personnel conduct themselves at all times in a courteous and businesslike manner.
(b) Restricted Offenses. Project Owner shall use good faith efforts to ensure that any personnel retained by Project Owner to perform Maintenance Services shall not have any criminal record for offenses related to the possession or use of controlled substances, sex offenses or any criminal offense involving violence.
( c) Identification. Project Owner shall require all personnel who perform Maintenance Services to wear clothing or a nametag which bears the name of Project Owner or its contractor or subcontractor. The clothing worn by Project Owner's personnel shall be appropriate for the work assigned and shall give Project Owner's staff a neat and professional appearance. Project Owner's vehicles that park on the Parklands shall have appropriate identification as approved by the Parks Director (i.e., Project Owner's vehicles will not be allowed on the Parklands without the appropriate parking permit displayed on the dashboard).

7. Nondiscrimination. In the performance of this Agreement, Project Owner shall not discriminate, in any way, against any person on the basis 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. -4-

8. Hold Harmless/Indemnification.
(a) To the extent permitted by law, Project Owner agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents ( collectively, "City Parties") 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 to the extent arising from, or alleged to arise in whole or in part from, or in any way connected with the negligence or willful misconduct of Project Owner or its officers, employees, agents, representative, contractors or subcontractors in connection with the performance of the Maintenance Services by Project Owner pursuant to this Agreement. However, the obligation to indemnify shall not apply to the prop01tionate extent such liability is ultimately adjudicated to have arisen in whole or in pati from the active negligence or willful misconduct of City or the City Parties; the obligation to defend is not similarly limited. (b) Project Owner's obligation to protect, defend, indemnify, and hold harmless in full City and City's employees, shall specifically extend to any and all employment-related claims of any type brought by employees, contractors, subcontractors or other agents of Project Owner, against City (either alone, or jointly with Project Owner), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.
( c) To the extent Project Owner 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, Project Owner warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless City for any penalties, fines, adverse rulings, or tax payments associated with Contractor's responsibilities under the Act.

9. Insurance Requirements. During the term of this Agreement, Project Owner (or its contractors or subcontractors performing the Maintenance Services) shall provide and maintain in full force and effect, at no cost to City, insurance policies as set fo1ih in Exhibit D, entitled "Insurance Requirements."

10. Force Maieure.
(a) Defined. As used herein, "Force Majeure Event" shall mean any matter or condition beyond the reasonable control of a Party, including war, public emergency or calamity, fire, earthquake, extraordinary inclement weather, Acts of God, epidemics, strikes, labor disturbances or actions, civil disturbances or riots, litigation brought by third patties against either City or Project Owner or both, any failure by the other Party to comply with its obligations hereunder, or any governmental order or law (including any order or law of City) which causes an interruption in the performance of this Agreement or prevents timely delivery of materials or supplies.
(b) Excuse from Performance. Should a Force Majeure Event prevent performance of this Agreement, in whole or in pati, the Party affected by the Force Majeure Event shall be excused or performance under this Agreement shall be suspended to the extent commensurate with the Force Majeure Event; provided that the Party availing itself of this Section shall notify the other -5-
Paiiy within ten (10) days of the affected Patiy's knowledge of the commencement of the Force Majeure Event; and provided fmiher that the time of suspension or excuse shall not extend beyond that reasonably necessitated by the Force Majeure Event. (c) Exclusions. Notwithstanding the foregoing, the following shall not excuse or suspend performance under this Agreement:

1. Performance under this Agreement shall not be suspended or excused for any matter or condition that does not constitute a Force Majeure Event as defined in Section 1 0(a).

2. Negligence or failure of either Party to perform its obligations under this Agreement shall not constitute a Force Majeure Event.

3. The inability of Project Owner for any reason to have access to funds necessary to carry out its obligations under this Agreement or the termination of any contract by any contractor or subcontractor or for Project Owner's default under such contract shall not constitute a Force Majeure Event.

11. Assignment. Subject to the provisions of this Section, Project Owner may not assign any rights, duties, or obligations under this Agreement without the prior written consent of City, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that the City acknowledges and agrees that the Project Owner is authorized to hire, and to delegate to, appropriately qualified contractors and/or subcontractors to perform the Maintenance Services under this Agreement. The assignment of Project Owner's rights, duties and obligations hereunder to any of the following entities or persons shall not require approval of City and shall automatically result in the release of the assigning Project Owner from its obligations hereunder: (i) any entity or person that receives a permitted Transfer (as defined in the Development Agreement) of Project Owner's interests, rights and obligations under and pursuant to the Development Agreement; (ii) any entity that is an affiliate of Project Owner; (iii) any other party comprising Project Owner; (iv) any entity or person that acquires or leases any portion of the Project Site, provided said entity or person consents to said assignment; and (v) any owners' association covering the Project Site that is responsible for the Maintenance Services. As used herein, an "affiliate of Project Owner" means any entity that directly or indirectly controls or is controlled by or under common control with Project Owner (whether through the ownership or control of voting interests, by contract, or otherwise). Any attempt by Project Owner to assign or transfer this Agreement in violation of this Section will be voidable at City's sole discretion. Any contractor or subcontractor retained by Project Owner to perform and satisfy any terms, conditions or obligations under this Agreement shall receive a copy of this Agreement and be contractually required to comply with this Agreement. Project Owner shall be responsible for all contractors or subcontractors retained by Project Owner, or on its behalf, to perform any Maintenance Services under this Agreement.

12. Project Owner's Default and Remedies. If Project Owner fails to perform any of the material terms, conditions, or obligations required to be performed by Project Owner under this Agreement, and such failure continues uncured for a period of thitiy (30) days following Project Owner's receipt of written notice from City specifying Project Owner's breach (or such longer cure period in those instances where the specified breach cannot reasonably be cured within such 30- -6-
day period, provided Project Owner commences to cure the specified breach within such 30-day period and thereafter diligently pursues such cure to completion), Project Owner shall be deemed to be in default under this Agreement (a "Project Owner's Default"). In the event of a Project Owner's Default, City, as its sole and exclusive remedy, may either (a) take all reasonable steps to cure such Project Owner's Default and recover damages from Project Owner for the direct costs and expenses incurred by City in such cure of Project Owner's Default; or (b) seek specific performance by Project Owner of the cure of such Project Owner's Default.

13. Notices. All notices, demands, consents, requests, approvals, disapprovals, designations or other communications (all of the foregoing hereinafter referred to as "notice") pursuant to this Agreement shall be in writing and delivered in person, by commercial courier or by first-class certified mail, postage prepaid. Notices shall be deemed to have been properly given if (a) served personally, or (b) mailed, when deposited with the United States Postal Service within the boundaries of the continental United States for registered or certified delivery, return receipt requested, with postage prepaid, or ( c) sent by receipted overnight courier, postage prepaid, or ( d) sent by email, in each case addressed to the applicable recipient as follows:

To City:

City of Santa Clara
Attn: City Manager
1500 Warburton Avenue
Santa Clara, California 95050
Or by email at: [email protected]
With copy to:

City of Santa Clara
Attn: Director of Parks & Recreation
1500 Warburton Avenue
Santa Clara, California 95050
Or by email at [email protected]
To Project Owner:

TOD BROKAW, LLC
c/o Edward Storm and Deke Hunter
10121 Miller Ave., Suite 200
Cupertino, CA 95014
Or by email at: [email protected] and [email protected] With copy to:

David H. Blackwell, Esq.

Allen Matkins Leck Gamble Mallory & Natsis LLP
3 Embarcadero Center, 12th Floor
San Francisco, CA 94111-4074
[email protected]
-7-
The business day 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, or on a holiday, shall be deemed to have been transmitted on the following business day. Any Party may change its address for notices by giving written notice to the other Paiiy in the manner set forth above.

14. General Provisions.
(a) Entire Agreement. This Agreement, including all Exhibits attached thereto, constitutes the entire understanding of the Parties as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. The Parties acknowledge and agree that this Agreement satisfies in full any and all obligations of Project Owner and other Developer parties under Section 4.12 (Dedication of Open Space and Parks), Project Conditions of Approval C27 and PR3 and any other applicable provisions of the Development Agreement and Applicable Laws with respect to maintenance and repairs of the Park.lands and the Park.lands Improvements. (b) Amendment. The provisions of this Agreement may be altered, amended, or repealed, in whole or in part, only by the mutual agreement of the Parties in writing. The City Manager is authorized to amend this Agreement on behalf of the City. (c) Waiver. No waiver of any provision of this Agreement shall be binding unless executed in writing by the Party making the waiver. No waiver of any provision of this Agreement shall be deemed to constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver unless the written waiver so specifies. (d) Construction. Section headings in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of any provision of this Agreement. As used herein: (i) the singular shall include the plural (and vice versa) and the masculine or neuter gender shall include the feminine gender (and vice versa) where the context so requires; (ii) locative adverbs such as "herein," "hereto," and "hereunder" shall refer to this Agreement in its entirety and not to any specific Section or paragraph; (iii) the terms "include,'1 "including," and similar terms shall be construed as though followed immediately by the phrase "but not limited to;" and (iv) "shall," "will" and "must" are mandatory and "may" is permissive. The Parties have jointly participated in the negotiation and drafting of this Agreement, and this Agreement shall be construed fairly and equally as to the parties, without regard to any rules of construction relating to the Party who drafted a particular provision of this Agreement. (e) Severability. If any term or provision of this Agreement is ever determined to be invalid or unenforceable for any reason, such term or provision shall be severed from this Agreement without affecting the validity or enforceability of the remainder of this Agreement. (f) Actions by City. Where this Agreement requires or permits City to act and no officer of the City is specified, the City Manager or the designated representative of the City Manager has the authority to act on City's behalf.
(g) Binding Nature. Subject to the provisions of Section 11 and th.is Section, this Agreement binds and inures to the benefit of the Parties and their respective successors, assigns and legal representatives. Subject to the preceding provisions of this Section, this Agreement and -8-
all provisions thereof constitute covenants running with the land comprising the Project Site and shall be binding upon Project Owner and Project Owner's successors and assigns during the term of their respective ownership of the Project Site or any legal parcel, lot or interest therein (whether or not such successors or assigns have executed any assignment or assumption agreement with the prior Project Owner); provided however that, notwithstanding the foregoing or any other provision herein to the contrary, this Agreement and the provisions thereof shall not be binding upon (A) any lender or mortgagee of Project Owner (unless such lender or mortgagee elects in writing, in its sole and absolute discretion, to assume the rights and obligations of Project Owner hereunder) or (B) any assigning Project Owner released from its obligations hereunder pursuant to the applicable provisions of Section 11. Upon the request of either Party, the Parties shall execute and record in the Official Records of Santa Clara County a mutually acceptable memorandum of this Agreement with respect to those portions of the Project Site owned by each Project Owner then bound by this Agreement.
(h) Governing Law. This Agreement shall be construed in accordance with and governed by the 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. (i) Counterpatis. This Agreement may be executed in counterpatis, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument; and, the Parties agree that the signatures on this Agreement, including those transmitted by facsimile, shall be sufficient to bind the Parties.
[REST OF PAGE INTENTIONALLY LEFT BLANK]
[SIGNATURES ON FOLLOWING PAGE]
-9-
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. The Effective Date is the date that the final signatory executes the Agreement. It is the intent of the Parties that this Agreement shall become operative on the Effective Date.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
APPROVED AS TO FORM:

Approved as to Form:

GLEN R. GOOGINS
City Attorney
City of Santa Clara
By: HIS Brokaw, LLC,
Dated: -------------
JOVAN D. GROGAN
City Manager
1500 Warbmton Avenue
Santa Clara, CA 95050
Telephone : (408) 615-2210
Fax: (408) 241-6771
"CITY"
TOD Brokaw, LLC,
a California limited liability company
a California limited liability company
Its: Manager
By:

Name Derek K.

Title:

By:

Name:

Title: Manager
Local Address: \ 0 l 'L \ t---\, 'd le,.... Mr, ue..,, Sude. 2D<J ~ n~ ,c.f\ ~<H1 Email Address: Oe IC.L,@, h~O:krp© p~-+tt...s. t,C)""'
Telephone: 4Df· ~ -41<:> 0
Fax: 4~8., 9.9<a-- ~1:-2.6
"PROJECT OWNER"

ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy , or
validity of that document.

State of California
County of Santa Clara
On September 15, 2023 before me, __ D_. G_ai_ne_s_,_N_o_ta_ry_P_ub_l_ic ________ _ (insert name and title of the officer)
personally appeared Derek K. Hunter, Jr
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is}afe subscribed to the within instrument and acknowledged to me that he/sh~t~h~y executed the same in his/1,en'tl ,cir authorized capacity(ies), and that by his/1,e,,tl ,e;, signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

D. GAINES
WITNESS my hand and official seal.

Signature __ =[;- .... ~~~--· _____ _
Notary Publfc - California
Santa Ciara County !
• ' Commission# 2345251
' My Comm. Expires Feb 5, 2025
(Seal)

ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness , accuracy, or
validity of that document.

State of California
County of Santa Clara
On September 15, 2023 before me, __ D_. G_ai_n_es_,_N_o_ta_ry_P_u_bl_ic ________ _ (insert name and title of the officer)
personally appeared Edward D. Storm
----------------------------who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is}ern subscribed to the within instrument and acknowledged to me that hc!shw1<~hec>' executed the same in his/I 1e1i'tl'leir author ized capacity(ies) , and that by his/I 1w'll 1e;r signature(s) on the instrument the person(s) , or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature Q ~ (Seal)
D. GAINES
Notary Public • Callfornta
Santa Clara County ~
Commission# 2345251
My Comm. Expires Feb 5, 2025
Exhibit A
to
Park Maintenance Agreement
Legal Description of Project Site
EXHIBIT"A"
LEGAL DESCRIPTIO~
s~ptember i, 1023
ProjectNo. Ai803-t-17

All that certain real property situated in the City of Santa Clara and Partially in the City of San Jose, County ofSmta Clam, State of California, being all of Lots One, Two, Three, Four, Five, Si.x, Seven, Eight and Parcels A, B, C, D, E, F as shown on that certain Tract Map No. 10532 "Gateway Crossings", filed for record on October 6, 2020, in Book 933 at Pages 38 through 42, Official Records of Santa Clara County.

Legal De.scription prepal'ed by Kin & Wright CMI Engineet·s and Smwyors, Inc. 09/01/2023
Date
;-;?
.;(/
/'_. ~
Z:'..:?-Ollrc~lSOlHi'J)CCS•SUlt\'l!Y•Ll!GAL DESCR!PllONS•.H Lot,~-013-09-0l-Al E034·l7-l&g>l O."'--df-tio:o I« l4 Lon - G1:a-.ny Crou:io.!1.doc
Exhibit A
-1-
Exhibit B-1
to
Park Maintenance Agreement
Legal Description of Neighborhood & Mini Parklands
(Following Page)
Exhibit B-1
-1-
EXHIBIT "B-1"
LEGAL DESCRIPTIO!'i
April 7, 2023
Project No. Al8034-l 7

All that certain real property situated in the City of Santa Clara, County of Santa Clara, State of California, being all of Lot Six as shown on that certain 14 lot subdivision Map of Tract 10532 for "Gateway Crossings", filed for record on October 6, 2020. in Book 933 at Pages 38 through 42, Official Records of Santa Clara County.

Legal Demiption prepared by Kier & W1ight Chil Engineers and Surwyors, Inc. 04/07/2023
Date
Z:\20l8\AIS034-17'DOCS'.SURVE\"•LEGAL DESClUPTIO~s·,1.or SIX -GATEWAY CROSSINGS",1023--04-07-AI 8034-17-Legal

0. scrip ti on for Lot Si, Gat,way Crosting; doc
Exhibit B-1
-2-
EXHIBIT "B-1"
U:GAL DESCRIPTIO~
Apl"il 7, 2023
Project No. Al8034-l 7
Pagel of l
All th.at certain real propei.ty situated in the City of Santa Clara, County of Santa Clara, State of California, being all ofLot Seven as shovm on that certain 14 lot subdivision :Map of Tract 10532 for "Gateway Crossings", filed for record on October 6, 2020, in Book 933 at Pages 38 through 42, Official Records of Santa Clan, County.

Legal Description prepared by Kier & Wtiglit Chil Engiueer.s aud SW'wyors, Inc. 04/07/2023
Date
Exhibit B-1
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Exhibit C
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Park Maintenance Agreement
Landscape Maintenance Specifications and Requirements for City of Santa Clara Parks (Following Page)
Exhibit C
-1-
Landscape Maintenance Specifications and Requirements for City of Santa Clara Parks Turf Care
I. Mowing to be performed at a uniform height in alternating patterns on a weekly basis.

Mulching mowers are allowed. Turfto be clean of debris upon completion.

2. Edging along sidewalks and curbs with power edger, weekly.

3. A 6" - 12" buffer zone to be maintained around all obstacles including buildings, fencing, light fixtures, signs, trees, etc., weekly.

4. Mechanical aeration to be performed two times per year.

5. Overseeding of turf, weekly due to pet damage.

6. Annual fall overseeding included as part of the overall maintenance program.

7. Fertilize turf 4x per year, not to exceed 61b of Nitrogen per 1000 sq. ft. annually.

8. Spray broadleaf weeds quarterly.

Ground Cover, Shrubs And Vine Care

1. Pruning shall be performed to maintain neat, clean and well-defined appearance within all general boundaries including sidewalks and structures.

2. A 6" - 12" buffer zone to be maintained around all obstacles including buildings, fencing, light fixtures, signs, trees, etc.

3. Fertilize 3x per year.

4. Mulch all bare planter areas quarterly with approved Recology arbor mulch.

Tree Care

1. Pruning shall be performed to develop trunk caliper and scaffolding branches and includes the removal of dead and damaged branches, which can be reached from the ground with an extension pole pruner.

2. Prune for 8' clearance over walkways and 15' over parking areas and streets.

3. Labor and materials for tree staking, ties and guying requirements are included.

Plant Health

1. Control diseases, pests and weeds mechanically and via product material per approved guidelines and requirements.

2. Apply fertilization product material to provide lush, green and healthy appearance, to maintain all plant material in a state of perpetual growth. After application process, clean up any overspray of product material, immediately.

3. Provide any tests and reports as required once per year, to investigate soil chemistry, disease and insects and other factors to maintain the landscape in a healthy state.

Disease, Pest and Weed Control
I. Control all plant material diseases, pests, weeds and rodents mechanically and via approved product material per Department of Pesticide Regulation, County of Santa Clara Agriculture Commissioner and City of Santa Clara Integrated Pest Management guidelines and requirements.

2. Spray or manually remove weeds in all hardscape on a monthly basis.

Exhibit C
-2-
Irrigation Management

1. Manage controller units for scheduled operation during evening hours. Provide system adjustments, cleaning, modifications and minor repairs to meet plant requirements, resulting in maximizing water usage, while minimizing runoff and overs pray.

2. Provide monthly system inspections. Complete thorough irrigation inspections in February and September and report via Irrigation Tracking Sheets.

3. Repairs per unit pricing rates.

4. Hand watering is included, to maintain plant material in a healthy state, which has inadequate irrigation coverage.

Extra Work

1. Sod replacement and shrub replacement as needed to maintain a full and lush appearance.

2. Plant and irrigation replacements required due to damage by others.

3. In-fill and installation of decomposed granite pathway material.

General

1. Daily: Site review and trash clean up to be performed first thing each morning. Walkways to be swept or blown for pedestrian access. Equipment commencement after 8:00a.m.

2. Rake and groom decomposed granite pathways weekly.

Graffiti Abatement
Damaged Signs and Park Elements: Within one (1) week of identification In Instances of Objectionable Content: Within twenty-four (24) hours of identification Playground Maintenance/Routine

1. Follow all safety precautions and wear all appropriate personal protective equipment

2. Check overall assessment of equipment.

3. inspect all components to ensure parts are not missing

4. Check equipment for unsafe conditions. No missing guards or rails

5. Check equipment for proper function, make adjustments if needed

6. Check painted surfaces for a consistent painted finish

7. Painted surfaces show a consistent painted finish. Is repainting needed?

8. Ensure equipment anchored and secured correctly

9. Tighten any loose parts that need adjustment

10. Check for any signs of corrosion or rust

11. Lubricate moving parts as necessary
Exhibit C
-3-

EXHIBIT D

INSURANCE REQUIREMENTS
As used herein, the term "Contractor" shall mean and refer to the party providing the insurance, whether Property Owner or its contractors or subcontracts.

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
$1,000,000 general aggregate
$1,000,000 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 minimum policy limits of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as,

EXHIBITD
-1-
Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned, non-owned and hired autos.

C. WORKERS' COMPENSATION

1. Workers' Compensation Insurance Policy as required by statute and employer's liability with the following limits: at least one million dollars {$1,000,000) policy limit Illness/Injury by disease, and one million dollars ($1,000,000) for each Accident/Bodily Injury.

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. 2.

3. 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 3 7 10 01, or its equivalent.

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 Contractors insurance.

Cancellation.
a. Contractor shall provide City with written notice at least ten ( 10) days prior to the effective date of any cancellation of the coverage provided due to non-payment of premiums. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal.

EXIDBITD
-2-
b. Contractor shall provide City with written notice at least thirty (30) days prior to the effective date of any cancellation of the coverage provided due to any cause save and except non-payment of premiums. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non-renewal.

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:

I. 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, 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.

EXHIBITD
-3-
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 Parks & Recreation Department
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.

EXHIBITD
-4-
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1310 Agenda Date: 11/7/2023

REPORT TO COUNCIL

SUBJECT
Action on a Model Interconnection Agreement for Generating or Storage Facilities, Ratification of Previously Executed Interconnection Agreements, and Authorization to Execute Future Interconnection Agreements

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
California’s Net Metering Law was first adopted in 1998 and has been amended several times over the years. The law requires electric utilities to develop and offer standard contracts or tariffs providing for net energy metering for residential and commercial customers that install solar systems and wind generators. The purpose of the law was to encourage private investment in renewable energy resources, stimulate in-state economic growth, enhance energy resource diversity, and reduce utility interconnection and administrative costs. In response to the net energy metering laws, Silicon Valley Power (SVP), like other municipally owned electric utilities, developed an Interconnection Agreement for Generating and Storage Facilities (Interconnection Agreement). This allows residential and commercial customers with renewable energy resources (such as solar) installed on their property to interconnect to SVP’S electric grid.

Outside of net metering, customers may install other devices on their property such as fuel cells, battery storage, or other resources. These systems may impact SVP’s electric grid; therefore, the Interconnection Agreement helps SVP to evaluate impacts to the electric grid and determine costs to be paid by the customer in order to mitigate any impacts. For customers generating power using their own facilities in parallel with SVP’s grid and the net metering customers, SVP requires the customer to sign the Interconnection Agreement.

DISCUSSION
The Interconnection Agreement dictates the terms and conditions for the technical requirements needed to connect a customer’s generating facility to SVP’s electric grid to ensure, among other things, there are no negative impacts to SVP’s electric grid and compliance with SVP’s Rules and Regulations and SVP standards. The Interconnection Agreement is meant to cover any of the following types of facilities: solar, battery storage, solar plus storage, and fuel cells. SVP requires that customers with their own generating facility execute an Interconnection Agreement that provides the detailed customer specific information. In addition to legal terms and conditions, the Interconnection Agreement includes technical requirements specific to the customer’s installation. In all cases, SVP Engineering staff reviews the proposed systems and provide technical requirements to protect SVP’s system while permitting the customer to operate its facility.

City of Santa Clara Printed on 11/3/2023Page 1 of 3
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23-1310 Agenda Date: 11/7/2023
For the vast majority of cases, the Interconnection Agreement will not require any modifications to its provisions other than to identify interconnecting party and technical specifications. However, from time to time, there may be unique circumstances that require adjustments to the agreement. Staff is seeking City Council authority to make modifications to the standard form Interconnection Agreement provided that such modifications do not create material monetary obligations or assumptions of risk by SVP. In this unlikely event, SVP staff will bring such agreement back to the City Council for its consideration and approval.

Interconnection Agreements were previously executed by the City Manager or delegated authority as they are cost neutral. However, the City Attorney’s Office recommends securing approval from City Council for these agreements, including ratifying agreements that were previously executed.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(b)(5) in that it is an administrative activity that will not result in direct or indirect physical changes in the environment.

Furthermore, any customer generating or storage facilities which require permits will undergo environmental review at the time of permitting.

FISCAL IMPACT
There is no fiscal impact to the City entering into an Interconnection Agreement. Larger customers may require engineering services or specific equipment procured by SVP. Those costs are recovered through fees or deposit agreements which are collected in the appropriate Electric Utility Operating and Capital Funds.

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

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

RECOMMENDATION

1. Approve a model Interconnection Agreement for Generating and Storage Facilities (Interconnection Agreement) in the form attached hereto;

2. Authorize the City Manager or their designee (a) to execute future Interconnection Agreements using the model form, with any revisions, modifications, or amendments thereto, which are necessary or advisable as determined by the City Attorney’s Office so long as such revisions, modifications, or amendments do not result in additional material costs to the City, and (b) to take such actions as are necessary or advisable to implement and administer the Interconnection Agreements; and

3. Ratify Interconnection Agreements which have been previously executed by City staff.

City of Santa Clara Printed on 11/3/2023Page 2 of 3
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23-1310 Agenda Date: 11/7/2023
Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Model Interconnection Agreement
City of Santa Clara Printed on 11/3/2023Page 3 of 3
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Revised 7/30/2021 P a g e1 of 4

INTERCONNECTION AGREEMENT FOR

GENERATING OR STORAGE FACILITIES

Customer Generator: ______________________________________________________________________________________

Premise (Address / APN): ___________________________________________________________________________ This Interconnection Agreement for Generating or Storage Facilities (“Agreement”) is by and between Customer- Generator and the City of Santa Clara, California, a chartered California municipal corporation (“City”), doing business as Silicon Valley Power (“SVP”). SVP and Customer-Generator may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement”. The Parties agree as follows:

1. SCOPE OF THIS AGREEMENT

1.1. In consideration for SVP allowing Customer-Generator to interconnect with SVP’s electric grid, Customer-Generator agrees to abide by the terms and conditions of this Agreement including Exhibit A “Technical requirements” as well as with any applicable sections of SVP’s Rules and Regulations in effect and as amended or revised from time to time. SVP’s Rules and Regulations are available at www.siliconvalleypower.com and all such versions are incorporated by this reference as though set forth in full

1.2. Customer-Generator agrees that it will not sell, or otherwise provide, electricity generated by its Facility to any real estate parcel, premise, or location other than the Premise that is the subject of this Agreement. Sale or provision of energy to another location or premises is grounds for termination of this Agreement.

1.3. Customer-Generator is subject to applicable rate schedules that cover net energy metering and/or standby rates, as amended from time to time.

2. DEFINITIONS

2.1. Customer-Generator: A residential or commercial Customer who uses an electrical generating or electric storage facility, or a hybrid system of both, on its premises, interconnected and operating in parallel with SVP’s grid, to manage that Customer-Generator’s own electrical requirements.

2.2. Electric Service: The provision of electricity to the Facility according to the SVP’s Rules and Regulations and any applicable rate schedule.

2.3. Facility: An electrical generating or electric storing facility that is located on the Customer-Generator’s premises, is interconnected and operates in parallel with SVP’s electric grid, and is intended to manage the Customer-Generator’s own electrical requirements.

2.4. Premises: All structures, electrical equipment or portions thereof occupied or operated by a Customer-Generator or tenants of Customer-Generator and situated on the integral parcel of land, the real property on which the Facility is installed as set forth in Exhibit B Customer Information Sheet (Confidential).

2.5. Metering Point: The point in the electrical system where the flow of power, either from SVP to premise or premise to SVP, is measured.

3. TERM OF AGREEMENT
This Agreement takes effect on the Effective Date, as defined herein, and shall continue in full force and effect for 20 years, unless terminated by either Party as set forth in paragraph 9.

4. SUCCESSORS AND ASSIGNS
Any subsequent owner of the property on which the Facility is located shall either agree to be bound by the terms and conditions of this Agreement or this Agreement shall be terminated in writing as set forth in paragraph 9. In the event of sale or lease of Premises, Customer Generator is responsible for notifying new owner or tenant of the terms of this agreement.

5. PERMITS
Customer-Generator shall obtain a nd maintain all permits or authorizations required by law, by the City, or by any other governmental entity, in order to construct, install and operate the Facility. To the extent that future laws require the Customer-Generator to obtain other permits or authorizations, Customer-Generator shall so comply.

6. INTERCONNECTION

6.1. Customer-Generator shall not connect its Facility, or any portion of it, to SVP’s distribution system, until written approval of the Facility has been given to Customer-Generator by SVP, which approval shall not unreasonably be withheld. SVP has the right to have representatives present at the initial testing of Customer- Generator’s Facility, and shall be notified forty-eight (48) hours in advance of said testing.

6.2. Customer-Generator shall deliver energy from the Facility to SVP at SVP’s metering point.

6.3. Following normal operational outages and interruptions, Customer- Generator may reconnect to SVP’s distributions system without notifying SVP.

6.4. Customer-Generator shall not reconnect its Facility to SVP’s distribution system if SVP has disconnected service or SVP has notified Customer-Generator that a reasonable possibility exists that reconnection would pose a hazard.

7. METERING

7.1. Metering requirements for parallel generation are set forth in SVP Rules and Regulations No. 11.A.4. For purposes of this Agreement, SVP meters for monitoring Customer’s generation load are required, except for Customer-Generators whose electrical generation facility, or combination of such facilities, is eligible for service under SVP Rate Schedule NM. If Customer-Generator with multiple meters elects to aggregate the electrical load of those meters under Rate Schedule NM, SVP meters for monitoring Customer’s generation load are required for the purpose of billing.

7.2. Such meters shall be provided by SVP and paid for by the Customer-Generator. Meter location(s) shall be inspected and approved by SVP prior to meter installation and will be subject to periodic inspections as SVP may require. Such Customer-Generator meters shall be acceptable to SVP and be made available for inspection at SVP’s request. The meter(s) shall have the capability of being read remotely using SVP’s remote meter-reading system. If the signal strength of such meter(s) is insufficient, the Customer- Generator shall pay for and install equipment to boost the signal as required by SVP.

7.3. If, for any reason, SVP’s meter data should not be available, upon SVP’s written request, the Customer-Generator shall timely share its electric generation facility meter data with SVP for the time period when SVP’s meter data is not available. Such data shall be made available in .csv or .xls file format.

7.4. Additional metering requirements are covered in the applicable rate schedules and SVP Rules and Regulations.

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Revised 7/30/2021 P a g e2 of 4

8. INTERRUPTION

8.1. SVP shall not be obligated to accept energy from Customer- Generator.

8.2. SVP may require Customer-Generator to interrupt or reduce deliveries of energy to SVP when necessary to construct, install, maintain, repair or inspect SVP equipment or if SVP determines that such interruption is necessary because of emergencies, forced outages, force majeure or compliance with prudent electrical practices. SVP may, in its sole discretion, disconnect the Facility if it appears at any time its operation may endanger SVP employees or may impair the integrity of SVP’s electric distribution system.

8.3. The Facility shall remain disconnected until SVP is satisfied that the foregoing conditions have been remedied.

8.4. Whenever possible, SVP shall give Customer-Generator reasonable notice that deliveries may be reduced or interrupted.

8.5. SVP power delivery to Customer-Generator is not guaranteed and may be unexpectedly interrupted during unplanned power outages.

Customer-Generator equipment may be adversely affected when power is disrupted by any reason.

8.6. SVP shall not be obligated to compensate Customer-Generator for any loss of use of generation of energy or adverse impacts to equipment during any and all periods of such disconnection or interruption, as provided for in SVP’s Rules and Regulations.

9. RIGHT OF ACCESS
Consistent with the rights of access allowed to SVP by SVP’s Rules and Regulations, SVP may enter Customer -Generator’s premises without prior notice (a) to inspect at all reasonable hours Customer- Generator’s protective devices and read or test any meter for the Facility and (b) to disconnect the Facility at any time, without notice, if in SVP’s opinion a hazardous condition exists

10. TERMINATION

10.1. SVP may terminate this Agreement for any violation of its terms, or for any violations of SVP’s Rules and Regulations pursuant to the terms outlined in the Rules and Regulations.

10.2. SVP may terminate this Agreement or service if there are changes in the law or if safety issues arise at any time.

10.3. Customer-Generator may terminate this Agreement if Customer- Generator provides notice to the Chief Electric Utility Officer and Director of Community Development that it desires to terminate this Agreement and has permanently disconnected the Facility from SVP’s electric distribution system. Upon receiving such notice, SVP may verify that such disconnection has occurred.

10.4. In the event of termination, Customer- Generator shall permanently disconnect Facility from SVP’s electric distribution system.

11. CUSTOMER–GENERATOR TO HOLD CITY

HARMLESS
To the extent permitted by law, Customer -Generator 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 reasonable attorney’s fees in providing a defense to any claim arising therefrom, for which SVP shall become liable from Customer-Generator’s negligent, reckless or wrongful acts, errors, or omissions with respect to or in any way connected with the installation, ownership, and/or operation of the Facility by Customer -Generator pursuant to this Agreement.

12. AMENDMENTS
This Agreement may be amended only with the written consent of both Parties.

13. INTEGRATED AGREEMENT
This Agreement represents the entire agreement between SVP and Customer-Generator. No other understanding, agreements, conversations, or otherwise, with any representative of SVP prior to execution of this Agreement shall affect or modify any of th e terms or obligations of this Agreement. Any verbal agreement shall be considered unofficial information and is not binding upon SVP.

14. 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.

15. NOTICES
All notices, including notices of modification as set forth in Exhibit A, to the Parties shall, unless otherwise requeste d in writing, be sent to SVP addressed as follows:

City of Santa Clara
Attn: Chief Electric Utility Officer and
Director of Community Development
1500 Warburton Avenue Santa Clara, California 95050
And to Customer-Generator as addressed in Exhibit B
(Confidential).

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; and, the Parties agree that the signatures on this Agreement, including those transmitted by facsimile, shall be sufficient to bind the Parties. The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. The Effective Date is the dat e the final signatory executes the Agreement. It is the intent of the Parties that this Agreement shall become operative on the Effective Date.

City of Santa Clara, California
a chartered California municipal corporation

Manuel Pineda Date
Assistant City Manager / Chief Electric Utility Officer

Customer-Generator

__________________________________________
Signature

__________________________________________
Name Date

__________________________________________
Signature

__________________________________________
Name Date

Revised 7/30/2021 P a g e3 of 4

EXHIBIT A

TECHNICAL REQUIREMENTS

1. DESIGN STANDARDS

1.1. Customer-Generator’s Facility, and all portions of it used to provide or distribute electrical and parallel interconnection with SVP’s distribution equipment, shall be designed, installed, constructed, operated and maintained.in compliance with City Ordinances, City Codes, SVP ’s Rules and Regulations and SVP ’s Standard Documen t 1631 – “Engineering & Operating Requirements for the Interconnection of Generating Facilities” (“SD 1631”), SVP-DP-001”Distributed Generation Protection Requirements”, as amended from time to time.

1.2. Customer Generator Facility shall meet all applicable safety and performance standards established by the National Electric Code (NEC), the Institute of Electrical and Electronics Engineers (IEEE) and accredited testing laboratories such as Underwriters Laboratories, as amended from time to time and, where a pplicable, rules of the Public Utilities Commission regarding safety and reliability.

1.3. Customer-Generator’s Facility shall at minimum, include, but not be limited to, the following:

1.3.1. Customer-Generator shall have a dedicated circuit from the inverter or oth er interconnection device, to service panel with a circuit breaker or fuse [NEC 690-64(b)(1)];

1.3.2. Customer-Generator’s overcurrent device at the service panel shall be marked to indicate the alternate power source [NEC 690-64(b)(4)];

1.3.3. The Customer -Generator’s inverter or other interconnection device shall have the following minimum specifications for parallel operation with SVP:

1.3.3.1. Inverter output shall automatically disconnect from SVP source upon loss of SVP voltage and not reconnect until SVP voltage has been restored by SVP [NEC 690-61];

1.3.3.2. Inverter shall automatically detect and isolate from the SVP source without intentional time delay within five (5) cycles if SVP’s voltage fluctuates beyond ten (10) percent;

1.3.3.3. Inverter shall automatically detect and isolate from the SVP source without any intentional time delay within five (5) cycles if SVP’s frequency fluctuates 1Hz;

1.3.3.4. Inverter output distortion shall meet IEEE 519 standards.

2. INSTALLATION AND MAINTENANCE

2.1. Customer-Generator is responsible for installing and maintaining the Facility and interconnection facilities in a safe and prudent manner and in conformance with all applicable laws, regulations and codes at Customer-Generator’s sole cost and expense. Customer-Generator shall install and operate the Facility in conformance with SVP’s Rules and Regulations, SD 1631 and SVP-DP-001. Customer-Generator, and not SVP, shall be solely responsible for all legal and financial obligations arising from the design, construction, installation, operation and maintenance of the Facility in accordance with SVP’s Rules and Regulations, applicable laws, regulations and codes.

2.2. Customer-Generator must provide notice to SVP of any modifications to the Facility and interconnection facilities (“notice of modification”). Modifications are subject to approval by SVP and may result in changes to the ratings set forth in Exhibit B. Upon approval by SVP, any notices of modification and corresponding updates to customer information sheet shall be considered incorporated into this Agreement upon receipt by SVP.

Revised 7/30/2021 P a g e4 of 4

EXHIBIT B

CUSTOMER INFORMATION SHEET
(CONFIDENTIAL)
Customer-Generator has installed, or will in the near term, install an electrical generating or electric storage facility, or a hybrid of both, (“Facility”) which meets all applicable safety and performance standards as set forth in this Agreement.

1.1 Name of Customer-Generator: ____________________________________________________________________________________

1.2 CEC Facility ID No. (If Applicable):
____________________________________________________________________________________________

1.3 Photo Voltaic (PV) Array (CEC AC Rating): ____________ kW

1.4 Wind Turbine (WT): ____________ kW (If Applicable)

1.5 Battery Storage Capacity: ___________________kW peak _____________ kWh capacity

1.6 Facility Location: __________________________________________________________________________________ __________________________________________________________________________________

1.7 Facility Contact Number:

1.8 Exact Location of Accessible Disconnection:

1.9 Customer Billing Address and Notice:

Name:
_________________________________________________________________________________________ ______ Street Address:
_______________________________________________________________________________________________ City, State Zip: ___________________________________________________________________________________

1.10 Billing Contact Number: ____________________________________________________________________________

1.11 SVP Account Number: _____________________________________________________________________________

1.12 Storage: Isolated Operation OR Parallel Connected OR N/A

1.13 Intended Use:

Emergency Backup Peak Shaving Time of Use Shifting N/A Other

Silicon Valley Power Approval of Modification (Not Required for New Application)

Name Title Date

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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1202 Agenda Date: 11/7/2023

REPORT TO COUNCIL

SUBJECT
Action on the Historic Preservation Agreement (Mills Act Contract) for 2566 Homestead Road

COUNCIL PILLAR
Promote and Enhance Economic Housing and Transportation Development

BACKGROUND
Property owners, Thulasiram Peddineni and Anusha Naidu Bojja Venkata, applied for approval of a Preservation Agreement (commonly known as a Mills Act Contract) for the property located at 2566 Homestead Road. The subject property is a 6,408 square foot lot located on south side of Homestead Road between Layton Street and San Tomas Expressway. Constructed in 1914, the existing residence on the property is a 3,179 square-foot, two-story farmhouse designed in the side- gabled subtype of the Colonial Revival architectural style. The property has a two-car garage attached to the rear of the house that was added post-1987 and is not original.

The Mills Act is a California state law passed in 1972 that allows property owners and local governments to contract for a potential property tax reduction for historic properties, using an alternate appraisal formula. The state law establishes a ten-year perpetually renewing contract term and penalties for non-fulfillment of the contract. The Mills Act Contract is a voluntary program and not a requirement for property owners of historic properties. Mills Act Contract requests are normally initiated by the property owner based on their interest in preserving the historical character of their residence while benefitting from the resulting tax reduction. The Council established a process for evaluating Mills Act Contract requests on September 4, 1993 (Resolution No. 5843), that set a limit of five contracts per year. In 2004, the City Council increased the number of allowable contracts to 10 per year.

The proposed Mills Act Contract with 10-Year Restoration and Maintenance Plan and supporting documents were presented to the Historical and Landmarks Commission (HLC), included here as Attachments 1 and 2 respectively, and reviewed at the September 7, 2023 HLC meeting. Following review of the application, staff report and public testimony, the HLC unanimously recommended that the City Council approve the Mills Act Contract and adopt the 10-Year Restoration and Maintenance Plan for 2566 Homestead Road. An excerpt of the draft Minutes of the September 7, 2023 HLC meeting is provided as Attachment 3.

DISCUSSION
The purpose of the Mills Act Contract is to offer owner(s) of historically significant properties an economic incentive to maintain and preserve the historical physical integrity of their properties, which thereby also increases the aesthetic and economic health of the surrounding neighborhood and the City. A 10-Year Restoration and Maintenance Plan is required to document specific maintenance and preservation activities proposed to be undertaken by the property owners for the contract period in City of Santa Clara Printed on 11/3/2023Page 1 of 3
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23-1202 Agenda Date: 11/7/2023
exchange for property tax reduction (discussed later in this report). Inspections by City staff occur pursuant to the Mills Act Contract to ensure compliance and progress is made.

A requirement of the Mills Act Contract is that the building must be a qualified structure, listed on either a local, State, or National register. The property is currently listed on the City’s Historic Resource Inventory (HRI) based on the age and the architectural integrity of the residential structure.

Property owners must also demonstrate a plan to restore and rehabilitate the property. The property owners submitted the requisite application, including a historic resource survey (DPR 523A Form) of the property to determine eligibility to the Historic Resources Inventory (HRI), Statement of Justification for the request, and a 10-Year Restoration and Maintenance Plan for evaluation of the proposed workplan to restore, rehabilitate, and maintain the property. Staff and the HLC have reviewed these documents and determined that they meet the City’s requirements as well as the intent of the Mills Act.

The historic resource survey prepared for the property details the criteria for evaluation and listing of a potentially historic resource and concludes that the property is eligible for listing on the City’s HRI based on cultural, architectural, and geographic criteria. The property owner’s Statement of Justification along with the 10-Year Restoration and Maintenance Plan demonstrate the property owner’s intent to invest in the subject property consistent with the purpose of Mills Act Contracts.

If approved, the subject property would be the second for 2023 and within the City’s allowed number of 10 contracts for 2023.

ENVIRONMENTAL REVIEW
The Mills Act program is exempt from the California Environmental Quality Act (“CEQA”) pursuant to Section 15331 of the CEQA Guidelines (Historical Resource Restoration / Rehabilitation). This exemption consists of projects limited to maintenance, repair, stabilization, rehabilitation, restoration, preservation, conservation, or reconstruction of historical resources in a manner consistent with the Secretary of the Interior's Standards for the Treatment of Historic Properties (“SOI Standards”). The Project will result in the restoration and rehabilitation of the 1914 structure consistent with the SOI Standards.

FISCAL IMPACT
The amount of the property tax reduction depends upon the property, location, size, and comparable properties in the area. Currently, the assessed value of the property is approximately $2,116,500 (06/30/2023 information) and the annual property tax is approximately $24,962 (2023/24 value) (Source: Santa Clara County Assessor’s Office). The City receives approximately 10% of the base property tax. The Mills Act Contract tax reduction is based on an income capitalization method (ICM) calculation based on the average monthly rent, average maintenance costs, and an amortization schedule to arrive at a reduced appraisal value resulting in lower property taxes. The anticipated tax reduction would be 20% to 70% based on the County’s evaluation of the property’s age, condition, and local market value factors in accordance with the formula set by state law. Based on the latest information available, the estimated annual fiscal impact to the City for this individual Mills Act Contract would be a decrease of property tax revenue in the range of $499 to $1,747. The actual future fiscal impact may be greater due to the reassessment of property value by the County upon transfer of ownership.

This is the second Mills Act contract request in 2023.

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23-1202 Agenda Date: 11/7/2023

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

RECOMMENDATION

1. Determine that the project is categorically exempt from CEQA pursuant to CEQA Guidelines Section 15331(Class 31 - Historical Resource Restoration / Rehabilitation); and

2. Authorize the City Manager to execute a Mills Act Contract in a final form approved by the City Attorney, and adopt the 10-Year Restoration and Maintenance Plan associated with the property at 2566 Homestead Road.

Reviewed by: Andrew Crabtree, Director of Community Development Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Mills Act Contract and 10-Year Restoration and Maintenance Plan

2. Staff Report from Historical and Landmarks Commission meeting of September 7, 2023

3. Draft Historical and Landmarks Commission meeting minutes of September 7, 2023 City of Santa Clara Printed on 11/3/2023Page 3 of 3
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The Rumbolz Farmhouse
2566 Homestead Rd
Santa Clara, CA, 95051
Date: 05/31/2023
To,
City Council
City of Santa Clara
Subject: Request to apply for qualification under the Mills Act Historical Property Contract Program
Dear Members of the city council,
We, the undersigned, purchased "The Rumbolz Farmhouse" at 2566 Homestead Rd, Santa Clara, a house that holds historical significance in Santa Clara. This house was first built in the 1910s and we are delighted to be able to call this landmark Santa Clara residence our first home in California. As a history buffs, we took immense pride to own a piece of Santa Clara history and we are committed to preserve the house sothat it can preserve Santa Clara history for another 100 years.

The stately two-story Period Revival farmhouse - built around 1915 - is a living emblem of the past, with its craftsman-style hipped roof, dormers, and railed porches on each level. The house has been sitting quietly behind stately redwood trees for over 100 years. The house itself was listed in "Annual Santa Clara Historic home tour in 2014". We believe this house is unique in the neighborhood and we would like to apply for qualification under the Mills Act Historical Property Contract Program to maintain the historical significance and character of the house. We intend to use the funds made available to us from the deduction in property taxes toward maintaining and preserving the distinctive character of the house.

Thank you.

Sincerely,
Thulasi Ram Peddineni & Anusha Naidu Bojja Venkata
Phone:2067085607
Historic Property Preservation Agreement/2566 Homestead Road Typed: 08/14/2023