City Council and Authorities Concurrent
February 20, 2024

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4. SECURITY DEPOSIT.

Lessee has tendered to City an amount of One Thousand One Hundred Sixty Dollars $1,160.00 as a security deposit. City may use these funds as are reasonably necessary to remedy any Lessee breach(s) or default(s) under this Lease, including without limitation in the payment of rent, to repair damages caused by Lessee, or expenses incurred to clean the Premises upon termination of tenancy. If any portion of the security deposit is used towards rent or damages at City's sole discretion, Lessee agrees to reinstate said total security deposit upon receipt of five (5) days written notice. Any remaining balance of the security deposit shall be returned by City to Lessee at such time after termination of this Lease that all of Lessee's obligations under this Lease have been fulfilled, reduced by such amounts as may be required by City to remedy defaults on the part of Lessee in the payment of Rent or other obligations of Lessee under this Lease, to repair damage to the Premises, Building, or Project caused by Lessee and to clean the Premises. City may use and co-mingle the security deposit with other funds of City. Lessee hereby waives the provisions of the California Civil Code section 1950. 7, and all other provisions of any laws, now or hereinafter in force, which restricts the amount or types of claim that a landlord may make upon a security deposit or imposes upon a landlord (or its successors) any obligation with respect to the handling or return of security deposits.

5. DUTIES OF LESSEE.

5.1 Lessee shall not use the image of the Premises or Project, the name of City or any other identifying sign or symbol associated with the Premises or Project or City to undertake any action or representation than those specifically assigned to Lessee as a duty under this Lease.
5 .2 Lessee shall protect and maintain the Premises. Lessee shall assume the responsibility for the guarding and safekeeping of all personal property located at the Premises.

5.3 Lessee shall not make any interior renovation or remodeling or make any major changes to the Premises or remove any objects, which are not the property of Lessee without the prior written consent of the City Manager or her designee.

6. USE OF PREMI SES/COMMON AREA S.

6.1 Permitted Uses. Lessee shall use the Premises solely as Hair Salon and for no other purpose. Without limiting the foregoing, Lessee agrees not to use or pennit use of the Premises for any unlawful purpose, and not to commit or pennit any waste or nuisance in or about the Premises. Lessee will not use Premises in a manner that increases the risk of fire, cost of fire insurance or improvements thereon. No unreasonable sign or placard shall be painted, inscribed or placed in or on or about the Premises or Pr~ject; and no tree or shrub thereon (if any) shall be destroyed or removed or other waste committed of said Premises or Project. No Lease Agreement/ Mai Xuan Ngo dba M.Y Salon, a California, Sole Proprietor Rev.: 02-01-15
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-82:1547Ā.7;36893Ā0-*Ā&+ )!&(,Ȁ,,(+Ȁ$'+#Ȁ)/#.Ȁ.#.-"# !.-%& bicycles, motorcycles, automobiles or other mechanical means of transportation shall be placed anywhere on the Premises or Project except for areas (if any) identified by the City from time to time. No repair, storage, overhaul or modification of any motor vehicle shall take place on or about the Premises or Project. Lessee, at his/her expense, shall keep the Premises in as good condition as it was at the beginning of the term hereof, reasonable wear and tear excepted.

6.2 Prohibited Uses. Lessee shall not use Premises for any purpose not expressly permitted hereunder. Lessee shall not (i) create, cause, maintain or permit any nuisance or waste in, on or about the Premises or permit or allow the Premises to be used for any unlawful or immoral purpose, and (ii) do or permit to be done anything in any manner which unreasonably disturbs the users of the Project or the occupants of neighboring property. Specifically, and without limiting the above, Lessee agrees not to cause any unreasonable odors, noise, vibration, power emissions or other item to emanate from the Premises. No materials or articles of any nature shall be stored outside upon any portion of the Premises.

6.3 Condition. Use of Premises. City makes no warranty or representation of any kind concerning the condition of the Premises, or the fitness of the Premises for the use intended by Lessee, and hereby disclaims any personal knowledge with respect thereto, it being expressly understood by the parties that Lessee has previously occupied the Premises, personally inspected the Premises, knows its condition, finds it fit for Lessee's intended use, accepts it as is and has ascertained that it can be used for the limited purposes specified in Section 6.1.

6.4 Use of Adjacent Parking Lot. Lessee and its customers shall have the right to use One (1) unreserved, unassigned parking spaces located in the City parking lot as shown on Exhibit A on a first come basis. A portion of the parking lot containing spaces equal to the total number of unreserved parking spaces made available to all of the tenants/lessees of the Building is part of the Project's "Common Areas" (defined in Section 6.6 below).

6.5 Overloading. Lessee shall not do anything on the Premises that will cause damage to the Premises, the Building, or the Project. Lessee shall not suffer or allow the Premises to be used in any manner that will harm or impair the structural strength of the Building nor to suffer or allow to be installed or operated on the Premises, or the Building, any machinery or apparatus whose weight or vibration would harm or impair the structural strength of the Premises or the Building. Lessee shall not place a load upon the floor or roof of the Premises without the City's prior written consent, which consent may be conditioned on moving by skilled licensed handlers, or which exceeds the load per square foot which such floor or roof was designed to carry. Business machines and mechanical equipment used by Lessee which cause vibration or noise that may be transmitted to the Building structure or to any leased space to such a degree as to be reasonably objectionable to the City or Lease Agreement/ Mai Xuan Ngo dba M.Y Salon, a California, Sole Proprietor Rev.: 02-01-15
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-82:1547Ā.7;36893Ā0-*Ā&+ )!&(,Ȁ,,(+Ȁ$'+#Ȁ)/#.Ȁ.#.-"# !.-%& to any other tenants in the Building shall be placed and maintained by Lessee at its expense, in settings of cork, rubber, or spring-type vibration eliminators sufficient to eliminate such vibration or noise.

6.6 Common Areas.

6.6.1 The term "Common Areas" shall mean and refer to all areas within the exterior boundaries of the Project which are now or hereafter made available for general use, convenience, and benefit of the City and other persons entitled to occupy space in the Project, including, without limiting the generality of the foregoing, roofs, exterior walls, structural parts of the Building and structural floor, pipes and conduits, outside lighting fixtures (if any), automobile parking areas (if any), driveways, sidewalks, landscaped and planted areas, and HV AC and plumbing systems and similar common areas, facilities, and systems. Lessee and its employees and invitees are, except as otherwise specifically provided in this Lease, authorized, empowered, and privileged to use the Common Areas in common with other persons during the Term of this Lease. City agrees to maintain and operate, or cause to be maintained and operated ( except as hereinafter provided with reference to cost of maintenance), the Common Areas at all times for the benefit and use of the customers and patrons of Lessee, and of other lessees, owners, and occupants of the Project.

6.6.2 City shall keep or cause the Common Areas to be kept in a neat, clean, and orderly condition, and shall repair any damage to the facilities thereof, but all Common Area Expenses shall be charged and prorated in the manner hereinafter set forth. "Common Area Expenses" shall include, but not be limited to, all sums expended in connection with the Common Areas for all general maintenance and repairs, resurfacing, painting, restriping, cleaning, sweeping and janitorial services; maintenance and repair of sidewalks, curbs, and Project signs; sprinkler systems, planting and landscaping (if any); lighting and other utilities; directional signs; maintenance and repair of any fire protection systems, lighting systems, storm drainage systems and other utility systems outside of the Premises; all maintenance and repair costs and expenses, except as to cost of replacement of the roof, exterior walls, structural parts of the Premises and structural floor, and pipes and conduits outside the leased Premises in the Project that furnish the leased Premises with various utilities ( except to the extent that the same are the obligations of the appropriate utility company or are otherwise Lessee's obligation pursuant to Section 7. I or other provision of this Lease), incurred by the City pursuant to Section 7 .2; personnel to implement such services; real and personal property taxes and assessments on the improvements and land comprising the Project; any governmental imposition or surcharge imposed upon the City or assessed against any portion of the Common Areas; all costs and expense pertaining to any security alarm system for the lessees in the Project (if any); depreciation on maintenance and operating machinery and equipment (if owned) and rental paid for such machinery and equipment (if rented); and Lease AgreemenV Mai Xuan Ngo dba M.Y Salon, a California, Sole Proprietor Rev.: 02-01-15
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-82:1547Ā.7;36893Ā0-*Ā&+ )!&(,Ȁ,,(+Ȁ$'+#Ȁ)/#.Ȁ.#.-"# !.-%& adequate public liability and property damage insurance on the Common Areas.

In addition, the Common Area Expenses shall include a management fee of ten percent {10%) of the total of all other Common Area Expenses, adjusted from time to time as provided herein. The City may cause any or all of those services to be provided by an independent contractor or contractors.

6.6.3 The Common Area Expenses shall be prorated in the following manner:
{i) From and after the Commencement Date, and throughout the term hereof, Lessee shall pay to the City, on the first day of each calendar month, an amount estimated by the City to be Lessee's share of the Common Area Expenses. The foregoing estimated monthly charge may be adjusted by the City at the end of any calendar quarter on the basis of the City's experience and reasonably anticipated costs.
(ii) At the City's sole election, each calendar year, the City shall furnish Lessee a statement covering the calendar quarter or year just expired, certified as correct by an authorized representative of the City, showing the total of the Common Area Expenses, the amount of Lessee's share of the Common Area Expenses for such calendar quarter or year, and the payments made by Lessee with respect to such period as set forth in {i) above. If Lessee's share of the Common Area Expenses exceeds Lessee's payments so made, Lessee shall pay the City the deficiency within l O days after receipt of such statement. If Lessee's payments exceed Lessee's share of the Common Area Expenses, Lessee shall be entitled to offset the excess against payments next thereafter to become due to the City as set forth in {i) above. Lessee's share of the Common Area Expenses for the previous calendar quarter or year shall be that portion of all such expenses which is equal to the proportion thereof which the number of square feet of floor area in the Premises bears to the total number of square feet of floor area of the Building.

6.6.4 Failure of Lessee to pay any of the charges as in this Section 6.6 required to be paid shall constitute a default under the terms hereof in like manner as failure to pay Base Rent when due.

6.6.5 The City shall at all times have the right and privilege of determining the nature and extent of the Common Areas, and of making such changes therein and thereto from time to time which in its sole discretion it deems to be desirable and in the best interest of all persons using the Common Areas, including without limitation the location and relocation of driveways, entrances, exits, automobile parking spaces {if any), installation of prohibited areas, landscaped areas, utilities, and all other facilities thereof.

Lease Agreement/ Mai Xuan Ngo dba M.Y Salon, a California, Sole Proprietor Rev.: 02-01-15
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6.6.6 Nothing contained herein shall be deemed to create any liability upon the City for any damage to motor vehicles of customers or employees or for loss of property from within such motor vehicles.

6.6. 7 The City shall have the right to establish, and from time to time change, alter, and amend, and to enforce against Lessee and the other users of the Common Areas such reasonable rules and regulations (including the exclusion of employees' parking therefrom) as the City in its sole discretion may deem necessary or advisable for the proper and efficient operation and maintenance of the Common Areas. The rules and regulations herein provided may include, without limitation, the hours during which the Common Areas shall be open for use.

6.6.8 City shall retain the sole and absolute discretion in the modification of the Common Areas, which may include the rearrangement, increase or decrease of the areas, and the manner in which the areas are utilized. City shall also have the right at any time and from time to time during the term hereof to exclude and restrain any person from use or occupancy thereof, excepting, however, bona fide customers, patrons, and service suppliers of Lessee, and other tenants of the City who make use of the Common Areas fully in accordance with the rules and regulations established by the City from time to time with respect thereto. The rights of Lessee hereunder in and to the Common Areas shall at all times be subject to the rights of the City, the other tenants of the Project to use the same in common with Lessee, and it shall be the duty of Lessee to keep all of the Common Areas free and clear of any obstructions created or permitted by Lessee or resulting from Lessee's operation and permit the use of the Common Areas only for normal parking, ingress and egress by said customers, patrons, and service suppliers to and from the Building. Nothing herein shall prevent the City from allowing non-users of the Building or Project to use the parking lot for City­ designated events, as long as Lessee and its customers' rights to use the number of spaces identified in Section 6.4 during Lessee's regular business hours is not unreasonably restricted.

6.6.9 If in the sole discretion of the City unauthorized persons are using any of the Common Areas by reason of the presence of Lessee in the Premises, Lessee, upon demand of the City, shall enforce such rights against all such unauthorized persons by appropriate proceedings. Nothing herein shall affect the rights of the City at any time to remove any such unauthorized persons from said areas or to restrain the use of any of said areas by unauthorized persons.

MN
Lessee Initials
Lease Agreement/ Mai Xuan Ngo dba M.Y Salon, a California. Sole Proprietor Rev.: 02-01-15
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7. MAINTENANCE AND REPAIRS.

7.1 Lessee's Obligations. Lessee agrees at all times during the term hereof, at its own expense, to repair, replace and maintain in good and tenantable condition the Premises and every part thereof(except that portion of the Premises to be maintained by the City as hereinafter provided) and including, without limitation, the utility meters, pipes and conduits, all fixtures, air conditioning equipment and heating equipment, if any, exclusively serving the Premises and other equipment therein, including any equipment installed by Lessee which is part of said system, the storefront or storefronts, all signs, locks and closing devices, and all window sash, casement or frames, door and door frames, floor coverings, including carpeting, terrazzo or other special flooring, and all such items of repair, maintenance, allocation and improvement or reconstruction as may at any time or from time to time be required by a governmental agency having jurisdiction thereof.

Lessee shall contract with a qualified service company for the monthly maintenance of the air conditioning equipment or heating, ventilating and air conditioning equipment, as the case may be, exclusively serving the Premises, with a copy of the service contract to be furnished to the City upon execution of this Lease and a copy of any subsequent contracts to be furnished from time to time during the term of this Lease provided that, at the City's sole election, the City may so contract directly with a qualified service company, and Lessee shall promptly reimburse the City for the full cost of same. Maintenance of all glass, both exterior and interior, is the sole responsibility of Lessee, and any glass broken shall be promptly replaced by Lessee with glass of the same kind, size and quality. Upon surrender of the Premises, Lessee shall deliver the Premises to the City in good order, condition and state of repair, but shall not be responsible for damages resulting from ordinary wear and tear.
7 .2 City Obligations. Subject to the foregoing provisions and to the reimbursement by Lessee described in Section 6.6, the City shall keep and maintain in good and tenantable condition and repair the roof, exterior walls, structural parts of the Premises and structural floor, and pipes and conduits outside the Premises that furnish the Premises with various utilities ( except to the extent that the same are the obligations of the appropriate utility company or are otherwise Lessee's obligation pursuant to Section 7 .1 or other provision of this Lease); provided, however, that the City shall not be required to make repairs necessitated by reason of the negligence of Lessee or anyone claiming under Lessee, by reason of failure of Lessee to perform or observe any conditions or agreements of this Lease, or by reason of alterations, additions, or improvements made by Lessee or anyone claiming under Lessee. As used in this Section, "exterior walls" shall not include storefronts, plate glass, window cases or window frames, doors or door frames, security grilles or similar enclosures. It is understood and agreed that the City shall be under no obligation to make any repairs, alterations, renewals, replacements or improvements to and upon the Premises or the mechanical equipment exclusively serving the Premises at any time except as this Lease expressly provides. Anything Lease Agreement/ Mai Xuan Ngo dba M.Y Salon, a California, Sole Proprietor Rev.: 02-01-15
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-82:1547Ā.7;36893Ā0-*Ā&+ )!&(,Ȁ,,(+Ȁ$'+#Ȁ)/#.Ȁ.#.-"# !.-%& to the contrary contained in this Lease notwithstanding, the City shall not in any way be liable to Lessee for failure to make repairs as herein specifically required of it unless Lessee has previously notified the City, in writing, of the need for such repairs and the City has failed to commence and complete said repairs within a reasonable period of time following receipt of Lessee's written notification.

7.3 Lessee's Failure to Maintain. If Lessee refuses or neglects to make repairs or maintain the Premises, or any part thereof, in a manner reasonably satisfactory to the City, the City shal1 have the right, upon giving Lessee reasonable written notice of its election to do so, to make such repairs or perform such maintenance on behalf of and for the account of Lessee. In such event the cost of such work shall be paid by Lessee as additional rent promptly upon receipt of an invoice therefor. In addition, the City shall include a management fee on the work that was completed by the City on behalf of the Lessee, in the amount of fifteen percent ( 15%) that may be adjusted from time to time as provided herein.

7.4 Waiver of Legal Rights. Lessee waives the benefits of any law existing now or at any time during the term of this Lease and any extension thereof or thereafter giving Lessee rights or remedies as a result of the physical condition of the Premises, the Building, or Project and, without limitation, Sections 1932, 1933, 1941, 1941.2, 1942 and 1942.1 of the Civil Code of California and all rightto make repairs at the expense of the City or to terminate this Lease as provided in those Civil Code sections or otherwise, except as expressly provided herein.

8. HAZARDOUS MATERIALS.

8.1 Compliance with Laws. Lessee shall not cause or permit any Hazardous Material (as defined below) to be brought upon, kept or used in or about the Premises or Project by Lessee, its agents, employees, contractors or invitees.

8.2 Termination of Lease. City shall have the right to terminate the Lease in City's sole and absolute discretion in the event that (i) any anticipated use of the Premises by Lessee involves the generation or storage, use, treatment, disposal or release of Hazardous Material in a manner or for a purpose prohibited or regulated by any governmental agency, authority or Hazardous Materials laws; (ii) Lessee has been required by any lender or governmental authority to take remedial action in connection with Hazardous Material contaminating the Premises, if the contamination resulted from Lessee's action or use of the Premises; or (iii) Lessee is subject to an enforcement order issued by any governmental authority in connection with the release, use, disposal or storage of a Hazardous Material on the Premises.

8.3 Assignment and Subletting. lf(i) any anticipated use of the Premises by any proposed assignee or sublessee involves the generation or storage, use, treatment or disposal or release of Hazardous Material in a manner or for any purpose, (ii) the Lease Agreement/ Mai Xuan Ngo dba M.Y Salon, a California, Sole Proprietor Rev.: 02-01-15
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-82:1547Ā.7;36893Ā0-*Ā&+ )!&(,Ȁ,,(+Ȁ$'+#Ȁ)/#.Ȁ.#.-"# !.-%& proposed assignee or sublessees has been required by any prior landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property, if the contamination resulted from such party's action or use of the property in question, or (iii) the proposed assignee or sublessee is subject to an enforcement order issued by any governmental authority in connection with the release, use, disposal or storage of a Hazardous Material, then it shall not be unreasonable for City to withhold its consent to an assignment or subletting to such proposed assignee or sublessee.

8.4 Hazardous Materials Defined. The term "Hazardous Material(s)" shall mean any toxic or hazardous substance, material or waste or any pollutant or contaminant or infectious or radioactive material, including but not limited to, those substances, materials or wastes regulated now or in the future under any of the following statutes or regulations and any and all of those substances included within the definitions of "hazardous substances," "hazardous waste," "hazardous chemical substance or mixture," "imminently hazardous chemical substance or mixture," " toxic substances," "hazardous air pollutant," "toxic pollutant" or "solid waste" in the (a) "CERCLA" or "Superfund" as amended by SARA, 42 U.S.C. Sec. 9601 et seq., (b) RCRA, 42 U.S.C. Sec. 6901 et seq., (c) CWA., 33 U.S.C. Sec. 1251 et seq., (d) CAA, 42 U.S.C. 78401 et seq., (e) TSCA, 15 U.S.C. Sec. 2601 et seq., (f) The Refuse Act of 1899, 33 U.S.C. Sec. 407, (g) OSHA, 29 U.S.C. 651 et seq. (h) Hazardous Materials Transportation Act, 49 U.S.C. Sec. 1801 et seq., (i) USDOT Table (40 CFR Part 302 and amendments) or the EPA Table (40 CFR Part 302 and amendments), (j) California Superfund, Cal. Health & Safety Code Sec. 25300 et seq., (k) Cal. Hazardous Waste Control Act, Cal. Health & Safety Code Section 25100 et seq., (I) Porter-Cologne Act, Cal. Water Code Sec. 13000 et seq., (m) Hazardous Waste Disposal Land Use Law, Cal. Health & Safety Code Sec. 25220 et seq., (n) "Proposition 65," Cal. Health and Safety Code Sec. 25249.5 et seq., (o) Hazardous Substances Underground Storage Tank Law, Cal. Health & Safety Code Sec. 25280 et seq., (p) California Hazardous Substance Act, Cal. Health & Safety Code Sec. 28740 et seq., (q) Air Resources Law, Cal. Health & Safety Code Sec. 39000 et seq., (r) Hazardous Materials Release Response Plans and Inventory, Cal.

Health & Safety Code Secs. 25500-25541, (s) TCPA, Cal. Health and Safety Code Secs. 25208 et seq., and (t) regulations promulgated pursuant to said laws or any replacement thereof, or as similar terms are defined in the federal, state and local laws, statutes, regulations, orders or rules. Hazardous Materials shall also mean any and all other substances, materials and wastes which are, or in the future become regulated under applicable local, state or federal law for the protection of health or the environment, or which are classified as hazardous or toxic substances, materials or wastes, pollutants or contaminants, as defined, listed or regulated by any federal, state or local law, regulation or order or by common law decision, including, without limitation, (i) trichloroethylene, tetracholoethylene, perchloroethylene and other chlorinated solvents, (ii) any petroleum products or fractions thereof, (iii) asbestos, (iv) polychlorinated biphenyls, (v) flammable explosives, (vi) urea formaldehyde, and (vii) radioactive materials and waste.

Lease Agreement/ Mai Xuan Ngo dba M.Y Salon, a California, Sole Proprietor Rev.: 02-01-15
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8.5 City's Right to Perfonn Tests. At any time prior to the expiration of the Lease Term, City shall have the right to enter upon the Premises in order to conduct tests of water and soil and to deliver to Lessee the results of such tests to demonstrate that levels of any Hazardous Materials in excess of permissible levels has occurred as a result of Lessee's use of the Premises. Lessee shall be solely responsible for and shall indemnify, protect, defend and hold City harmless from and against all claims, costs and liabilities including actual attorneys' fees and costs arising out of or in connection with any removal, remediation, cleanup, restoration and materials required hereunder to return the Premises and any other property of whatever nature to their condition existing prior to the appearance of the Hazardous Materials. The testing shall be at Lessee's expense if City has a reasonable basis for suspecting and confirms the presence of Hazardous Materials in the soil or surface or groundwater in on, under, or about the Premises or the Project, which has been caused by or resulted from the activities of Lessee, its agents, employees, contractors or invitees.

8.6 Hazardous Materials Indemnity. Lessee shall indemnify, defend (by counsel reasonably acceptable to City), protect and hold the City harmless from and against any and all claims, liabilities, penalties, forfeitures, losses and/or expenses, including, without limitation, diminution in value of the Premises or Project, damages for the loss or restriction on use of the rentable or usable space or of any amenity of the Premises or Project, damages arising from any adverse impact or marketing of the Premises or Project and sums paid in settlement of claims, response costs, cleanup costs, site assessment costs, attorneys' fees, consultant and expert fees, judgments, administrative rulings or orders, fines, costs of death of or injury to any person or damage to any property whatsoever (including, without limitation, groundwater, sewer systems and atmosphere), arising from, or caused or resulting, either prior to or during the Lease Tenn, in whole or in part, directly or indirectly, by the presence or discharge in, on, under or about the Premises or Project by Lessee, Lessee's agents, employees, licensees or invitees or at Lessee's direction, of Hazardous Material, or by Lessee's failure to comply with any Hazardous Materials Law, whether knowingly or by strict liability. Lessee's indemnification obligations shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary Hazardous Materials management plan, investigation, repairs, cleanup or detoxification or decontamination of the Premises or Project, and the presence and implementation of any closure, remedial action or other required plans, and shall survive the expiration of or early termination of the Lease Term. For purposes of the indemnity provided herein, any acts or omissions of Lessee or its employees, agents, customers, sublessees, assignees, contractors or subcontractors of Lessee (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Lessee.

Lease Agreement/ Mai Xuan Ngo dba M.Y Salon, a California. Sole Proprietor Rev.: 02-01-15
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9. UTILITIES.

Lessee shall pay prior to delinquency, and shall indemnify and hold the City hannless from, all costs incurred in installation, hook-up, delivery, and repair of all utilities and services whatsoever supplied to or consumed by Lessee on the Premises including, but not limited, to gas, water, sewer, electricity, telecommunications service, janitorial, garbage pickup and disposal, on-Premises landscaping installation and maintenance (if any) and other public utilities. City shall not be responsible for providing any utilities or services to Lessee whatsoever, and shall not be liable to Lessee for any interruption or failure of any utility services to the Premises from any cause whatsoever, nor shall such interruption or failure constitute a constructive eviction or give rise to a right of rent offset or abatement or affect the obligations of Lessee under this Lease in any other way whatsoever.

10. ALTERATIONS.

10.1 Alterations. Lessee shall not make any alterations to the Premises or the Building without the prior written consent of the City which consent shall not be unreasonably withheld. City shall be deemed to have reasonably withheld or withdrawn consent unless each and every proposed alteration (i) shall not, individually or in the aggregate, lessen the fair market value of the Premises or the Building, or materially affect the usefulness of the Premises or the Building, either for Lessee's business or the business of potential successor tenants, (ii) be accompanied by all final plans and specifications with any deviation therefrom constituting a separate alteration su~ject to this Section 10, (iii) be constructed by a California licensed contractor and under the direction of a California licensed architect satisfactory to the City, and (iv) once consented to by the City, shall be completed expeditiously in a good and workmanlike manner, with first class quality materials, and in compliance with all applicable legal and insurance requirements, (v) shall be constructed in strict compliance with the additional conditions set forth in Section 10.4 hereof, and (vi) shall become a "Lessee Improvement" and part of the Premises and subject to this Lease, provided, at the City's option, Lessee shall remove any such alteration and restore the Premises to their condition prior to the making of same, normal wear and tear excepted, upon the expiration or earlier termination of the term hereof. The City shall exercise its option by 30 days' notice given no later than 30 days after such expiration or termination and, if Lessee has not so removed and restored within 30 days after the City gives said notice, Lessee shall pay the City upon demand the reasonable rental value of the Premises during the period beginning with the date immediately following said 30 days after the City gives its notice and ending with the date upon which the removal and restoration is completed and the City may, but shall not be obligated to, remove Lease Agreement/ Mai Xuan Ngo dba M.Y Salon, a California. Sole Proprietor Rev.: 02-01-15
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-82:1547Ā.7;36893Ā0-*Ā&+ )!&(,Ȁ,,(+Ȁ$'+#Ȁ)/#.Ȁ.#.-"# !.-%& such alteration and restore the Premises and Lessee also shall pay the City its cost of same upon demand.

10.2 Required Alterations. Subject to Section 10.1 above, Lessee shall, at its sole cost, make any alteration, addition, or change to the Premises of any sort, substantial or insubstantial, ordinary or extraordinary, foreseeable or unforeseeable, whether structural or otherwise, as may be required by law due to the existence of, or Lessee's use or occupancy of, the Premises or as a result of Lessee's application for any permit or governmental approval, provided that the City may elect to make same, in which case Lessee shall reimburse the City promptly upon demand for all costs of the City's making same.

10.3 Security for Completion. Before commencing any proposed alteration, Lessee, if requested by the City, shall furnish to the City security reasonably satisfactory to the City guaranteeing to the City the completion of the proposed alteration within a reasonable time, free and clear of all liens and, if available, all encumbrances, chattel mortgages, conditional bills of sale, security agreements and other claims and charges ( other than those, if any, permitted hereunder) and in accordance with any plans and specifications theretofore approved by the City and, if required under any City encumbrance, by the City's lender.

10.4 Additional Conditions. Lessee further covenants and agrees that no alterations will be made except in compliance with, and Lessee hereby covenants that it will comply with, each of the following provisions:

10.4.1 Before any alterations are begun, Lessee shall procure, at its own sole cost and expense, all necessary permits from all governmental authorities and shall, on demand, deliver photocopies thereof to the City;

10.4.2 All alterations shall be made in compliance and conformity with all applicable laws;
l 0.4.3 In making any alterations, Lessee shall not violate the terms or conditions of any insurance policy obtained or required pursuant to the provisions of this Lease affecting or relating to the Premises or any part thereof;

10.4.4 Promptly after the completion of any alterations, Lessee shall procure, at Lessee's own sole cost and expense, all permits of governmental authorities for the completed alterations as may be required by any applicable laws, if any, and, on demand, shall promptly deliver photocopies thereof to the City; and

10.4.5 Lessee shall pay all costs, expenses and liabilities arising out of, in connection with, or by reason of, any alterations, and shall keep the Premises, Building and Project free and clear of all liens, claims and encumbrances in any way arising out of, in connection with, or by reason of, any alterations.

10.5 No City Contribution. The City shall not be required to make any contribution to the cost of any alterations or any part thereof, and Lessee covenants that the City shall not be required to pay any cost, expense or liability arising out of Lease Agreement/ Mai Xuan Ngo dba M.Y Salon, a California, Sole Proprietor Rev.: 02-01-15
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-82:1547Ā.7;36893Ā0-*Ā&+ )!&(,Ȁ,,(+Ȁ$'+#Ȁ)/#.Ȁ.#.-"# !.-%& or in connection with or by reason of any alterations and shall indemnify and hold the City harmless from and against, and shall reimburse the City upon demand for, all such costs, expenses and liabilities (including, without limitation, reasonable attorneys' fees and disbursements).

10.6 Notice. If Lessee makes any alterations to the Premises as provided in this Section 10, the alterations shall not be commenced until ten ( 10) days after the City has received written notice from Lessee stating the date the installation of the alterations is to commence so that the City can post and record an appropriate notice of nonresponsibility at the Premises.

10. 7 Manner; Cost. Any alterations by Lessee shall be made in a manner that will not interfere with the quiet enjoyment of the other tenants in the building. Lessee shall pay prior to delinquency all cost for construction done by it or caused by it to be done on the Premises as permitted by this Lease. Lessee shall also reimburse the City upon demand for all costs the City incurs in reviewing any proposed alteration, including without limitation, architect, engineer and legal fees. Upon completion of any such work, Lessee shall have recorded in the office of the County Recorder of Santa Clara County a Notice of Completion as required or permitted by law.

10.8 Mechanic's Liens. Lessee shall keep the Premises, the Building and the Pr~iect free and clear of all mechanic's liens resulting from construction done by or for Lessee.

10.9 Trade Fixtures. Lessee shall have the right at any time, and from time to time during the term of this Lease, at Lessee's sole cost and expense, to install in or on the Premises such items, herein called ''trade fixtures," for use in Lessee's trade or business as Lessee may, in its reasonable discretion, deem advisable, except that all such Lessee's trade fixtures, furniture, furnishings, signs, and other personal property not permanently affixed to the Premises must be new when installed in, or attached to, the Premises. (All items identified on the Inventory of Fixtures, Exhibit B, shall be subject to all provisions of this Lease governing fixtures.) Any and all such trade fixtures shall remain the property of Lessee, and may be removed by Lessee at any time or times prior to the expiration or sooner termination of this Lease so long as Lessee is not in default hereunder, so long as Lessee shall immediately replace the same with similar personal property of comparable or better quality, except that Lessee shall not be obligated to replace such personal property at the expiration or earlier termination of this Lease, and Lessee shall immediately repair all damage caused by such removal and restore the Premises to substantially the condition they were in prior to the installation of such fixtures so that no trace remains of their presence at the Premises. At all times during the term of this Lease, Lessee shall maintain such trade fixtures in a good, first class condition.

Lease Agreement/ Mai Xuan Ngo dba M.Y Salon, a California, Sole Proprietor Rev.: 02-01-15
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10.10 Removal. Any trade fixtures described in this Section 10 that are not removed from the Premises by Lessee on the date of expiration or sooner termination, regardless of cause, of this Lease shall be deemed abandoned by Lessee and shall automatically become the property of the City and Lessee shall hold City hannless as to all claimants with respect to same.

10.11 Insurance. In the event that Lessee shall make any permitted improvements to the Premises under the provisions of this Section 10, Lessee agrees to carry such insurance as the City may reasonably request covering any such improvements, it being expressly understood and agreed that none of such improvements shall be insured by the City under the insurance it may carry upon the Building, nor shall the City be required to reconstruct any such improvements under any circumstances whatsoever, notwithstanding the provisions of Section 13.

11. TAXES.

11.1 Personal Property Taxes. Lessee shall pay prior to delinquency all taxes, license fees and public charges assessed or levied against Lessee or Lessee's Improvements, trade fixtures, furnishings, equipment and other personal property.

11.2 Assessments and Special Taxes. As a municipal corporation, City's fee interest in the Project is exempt from the 1 % general property tax levy and therefore property taxes wiJl not be levied and will not be passed through to lessee or other tenants of the Project during City's ownership of the Project. However, if and to the extent the Project or portion thereof is subject to special taxes or assessments, Lessee shall pay Lessee's share of all such assessment and special taxes, if any, (other than possessory interest taxes on Lessee's leasehold interest which shall be paid 100% by Lessee) which become due and payable to City on or before the later of ten (10) days prior to the delinquency thereof or three (3) days after the date on which Lessee receives a copy of the special tax or assessment bill and notice of City's determination hereunder. Lessee's liability to pay special taxes and assessments shall be prorated on the basis of a three hundred sixty-five (365) day year to account for any fraction or portion of a tax year included in the Lease term at the commencement or expiration of the Lease.

11.3 Revenue and Taxation Code Notice; Possessory Interest Taxes. Lessee specifically acknowledges it is familiar with § 107 .6 of the California Revenue and Taxation Code, realizes that a possessory interest subject to property taxes may be created, agrees to pay any such tax in full and without proration, and hereby waives any rights Lessee may have under said California Revenue and Taxation Code § 107 .6. City shall have no ob1igation to pay any possessory interest tax. No such possessory interest tax or any other tax payable by Lessee shall in any way reduce or substitute for the rent, charges or fees required to be paid as a condition of this Lease or as otherwise required by City.

Lease Agreement/ Mai Xuan Ngo dba M.Y Salon, a California, Sole Proprietor Rev.: 02-01-15
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12. HOLD HARMLESS/INDEMNIFICATION.

12.1 Indemnification. To the extent pennitted by law, Lessee agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, agents, volunteers, and employees from and against any claim, injury, liability, loss, cost, and/or expense or damage, however same may be caused, including all costs and reasonable attorney's fees in providing a defense to any claim arising therefrom for which City shall become legally liable arising from Lessee's negligent, reckless, or wrongful acts, errors, or omissions with respect to or in any way connected with this Lease. Lessee shall give City immediate notice of any claim or liability hereby indemnified against.

12.2 Waiver of Claims. Lessee waives any claims against City for injury to Lessee's business or any loss of income therefrom, for damage to Lessee's property, or for injury or death of any person in or about the Premises or the Project, from any cause whatsoever, except to the extent caused by City's active negligence or willful misconduct.

13. DAMAGE, DESTRUCTION AND TERMINATION.

13.1 Uninsured Risks. If, during the Tenn of this Lease, the Premises or the Building are totally or partially destroyed from a risk not covered by the insurance described in Section 19.2, the City, at its option, may elect to tenninate this Lease by giving notice to Lessee or may elect to restore the same. However, as to destruction which was caused by an act or omission of Lessee, its employees, agents, invitees or permittees, Lessee shall reimburse the City the full cost of the restoration of the Premises, Building shell, and all leasehold improvements therein under any circumstances. If the City elects to restore the Premises or the Building, Lessee shall be entitled to a proportionate reduction of rent while such repairs are being made. Such reduction shall be in an amount which bears the same proportion to the Base Rent as the floor area of that portion of Premises which has been damaged or is otherwise unusable by Lessee, bears to the total floor area of the Premises, except that if the damage or destruction is to more than 50% of the square footage of the Premises and Lessee ceases to occupy the Premises, such proportionate reduction shall be 100%.

13.2 Insured Risks.

13.2.1 If, during the Tenn of this Lease, the Premises or the Building are totally or partially destroyed from a risk covered by insurance described in Section 19.2, the City shall forthwith repair the same to substantially the same condition they were in immediately prior to the destruction and to the extent of proceeds Lease Agreement/ Mai Xuan Ngo dba M.Y Salon, a California, Sole Proprietor Rev.: 02-01-15
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-82:1547Ā.7;36893Ā0-*Ā&+ )!&(,Ȁ,,(+Ȁ$'+#Ȁ)/#.Ȁ.#.-"# !.-%& received under such insurance, provided such repairs can be made within ninety (90) days under then existing law. Such destruction shall in no way annul or void this Lease, except that Lessee shall be entitled to a proportionate reduction of rent while such repairs are being made, including but not limited to the foregoing ninety days, such proportionate reduction to be equal to, and granted upon the City's receipt of, the proceeds received by the City from any rental interruption insurance maintained by Lessee. Such reduction shall be in an amount which bears the same proportion to the minimum monthly rent as the floor area of that portion of the Premises which has been damaged or is otherwise unusable by Lessee bears to the total floor area of the Premises. If such repairs cannot be made in 90 days, the City may, at its option, make same within a reasonable time, this Lease continuing in full force and effect and the rent being proportionately reduced as aforesaid. In the event that the City does not so elect to make such repairs which cannot be made in 90 days, or such repairs cannot be made under such then existing law, this Lease shall terminate.

13.2.2 Notwithstanding any other provision of this Lease, if, at any time during the term of this Lease, the Premises or the Building are totally or partially destroyed and (i) the total cost to repair the Premises or the Building exceeds One Hundred Thousand Dollars($ I 00,000), or (ii) twenty percent (20%) of the Building is damaged or destroyed (and whether or not any portion of the Premises is also damaged or destroyed), the City may elect to terminate this Lease by written notice to Lessee. Determination of the extent of damage or destruction and the time for effectuating repair shall be made by the City based upon written appraisals and insurance adjustment reports, and shall be final and binding on the Parties.

13.3 Extent of Obligation. Notwithstanding the foregoing, the City shalJ not be required to repair, reconstruct, or restore damage or destruction by fire or other cause to any portion of the Premises constructed by or for Lessee, and Lessee shall at its sole cost and expense fully restore or replace its stock in trade, trade fixtures, furniture, furnishings, equipment, and other personal property. Lessee shall commence all such replacement and restoration work promptly following the occurrence of any such damage or destruction, and shall diligently prosecute such work to completion. Lessee hereby waives any statutory rights of termination which may arise by reason of any partial or total destruction of the Premises or any part thereof. Upon termination of the Lease under any of the provisions of this Section 13, the Parties shall be released thereby from any further obligations hereunder except for obligations which, prior to the date of such termination, had already accrued, and except as provided in the following sentence. In the event of such a termination, all proceeds from Lessee's insurance which pertain to alterations or improvements to the Premises which would otherwise become the property of the City upon expiration or termination of this Lease shall be disbursed and paid to the City.

Lease Agreement/ Mai Xuan Ngo dba M.Y Salon, a California, Sole Proprietor Rev.: 02-01-15
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13.4 Force Majeure/Excusable Delay. Except as provided in this Lease, any act of City or Lessee required by this Lease to be done within a specified time shall be subject to Excusable Delay. Lessee's obligation to pay Rent, however, is not excused by this Section. "Excusable Delay" means prevention, delay or stoppage due to strikes, lockouts, labor disputes, Acts of God, inability to obtain labor, materials or reasonable substitutes, governmental restrictions, governmental regulation, governmental controls, judicial orders, enemy, or hostile governmental actions, civil commotion, fire or other casualty, and other causes beyond the reasonable control of Lessee or City (excepting, however, City's or Lessee's financial inability), which shall excuse the performance by City or Lessee for a period equal to the prevention, delay or stoppage, except the obligations imposed with regard to rent to be paid by Lessee pursuant to this Lease. In the event any work performed by Lessee or Lessee's contractors results in a strike, lockout, and/or labor dispute, the strike, lockout, and/or labor dispute shall not excuse the performance by Lessee of the provisions of this Lease.

13.5 Waiver. City and Lessee waive the provisions of any statutes which relate to termination of leases when leased property is destroyed and agree that such event shall be governed by the terms of this Lease.

14. SIGNS.

Lessee shall not construct, maintain or place any signs, advertising or other exterior decoration (collectively, "Signs") upon the exterior of the Premises or Project, or modify any existing Signs, without prior written consent of City. Any Sign that Lessee has the right to place, construct or maintain shall comply with all laws at all times during the term of this Lease, and Lessee shall obtain any approval required by such law. City makes no representation with respect to Lessee's ability to obtain such approval.

15. ASSIGNMENT AND SUBLETTING.

15.1 City's Consent Required. Lessee shall not assign this Lease, nor any interest therein, and shall not sublet or encumber the Premises or any part thereof, nor any right or privilege appurtenant thereto, nor allow or permit any other person(s) to occupy or use the Premises, or any portion thereof, without the prior written consent of City. This Lease shall be binding upon any permitted assignee or successor of Lessee. Consent by City to one assignment, subletting, occupation or use by another person shall not be deemed to be consent to any subsequent assignment, subletting, occupation or use by another person. No assignment, subletting, or encumbrance by Lessee shall release it from or in any way alter any of Lessee's obligations under this Lease. Any assignment, subletting, encumbrances, occupation or use contrary to the provisions of this Lease shall be void and shall constitute breach of this Lease. City may assign any of its rights hereunder without notice to Lessee.

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16. 15.2 No Release of Lessee. No subletting or assignment as approved by City shall release Lessee of Lessee's obligation or alter the primary liability of Lessee to pay the rent and to perform all other obligations by Lessee hereunder. The acceptance of rent by City from any other person shall not be deemed to be a waiver by City of any provision hereof. In the event of default by any approved assignee or other successor of Lessee in the performance of any of the terms hereof, City may proceed directly against Lessee without the necessity of exhausting remedies against such assignee or successor.

DEFAULTS; REMEDIES.

16.1 Defaults. The occurrence of any one or more of the following events shall constitute a material default or breach of this Lease by Lessee:

16.1.1 Abandonment of the Premises by Lessee as defined by California Civil Code§ 1951.3;

16.1.2 Failure by Lessee to make any payment of rent or any other payment required to be made by Lessee hereunder, as and when due, where such failure shall continue for a period of ten (10) business days after written notice thereof from City to Lessee. In the event City serves Lessee with a Notice to Pay Rent or Quit pursuant to applicable Unlawful Detainer statutes, such Notice to Pay Rent or Quit shall also constitute the notice required by this subparagraph;

16.1.3 Failure by Lessee to observe or perform any of the covenants, conditions or provisions of this Lease in any material respect to be observed or performed by Lessee where such failure shall continue for a period of thirty (30) days after written notice thereof from City to Lessee; provided, however, that if the nature of Lessee's default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion;

16.1.4 Making by Lessee of any general arrangement or assignment for the benefit of creditors; Lessee's becoming a "debtor" as defined in 11 U.S.C. § 101 or any successor statute thereto (unless, in the case of a petition filed against Lessee, the same is dismissed within sixty (60) days); the appointment of a bankruptcy trustee or receiver to take possession of all or substantially all of Lessee's assets located at or on the Premises or of Lessee's interest in this Lease where possession is not restored to Lessee within thirty (30) days; or the attachment, execution or other judicial seizure of all or substantially all of Lessee's assets located at or on the Premises or of Lessee's interest in this Lease, where such seizure is not discharged within thirty (30) days.

Lease Agreement/ Mai Xuan Ngo dba M.Y Salon, a Califomia, Sole Proprietor Rev.: 02-01-15

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16.2 Remedies. In the event of any material default or breach by Lessee, City may at any time thereafter, following any notice required by statute, and without limiting City in the exercise of any right or remedy which City may have by reason of such default or breach:

16.2.1 Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession of the Premises and all alterations to City. In such event, City shall be entitled to recover from Lessee all damages incurred by City by reason of Lessee's default including, but not limited to, the cost of recovering possession of the Premises and alterations, expenses of re letting, including necessary renovation and alteration of the Premises and alterations, reasonable attorneys' fees, the worth at the time of the award of the unpaid rent that had been earned at the time of termination of this Lease and the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of such award exceeds the amount of such rental loss for the same period that Lessee proves could be reasonably avoided.

16.2.2 Maintain Lessee's right to possession, in which case this Lease shall continue in effect whether or not Lessee shall have abandoned the Premises. In such event, City shall be entitled to enforce all of City's rights and remedies under this Lease, including the right to recover rent as it becomes due hereunder.

16.2.3 Pursue any other remedy now or hereafter available to City under the laws or judicial decisions of the State of California.

16.3 No Relief from Forfe.iture after Default. Lessee waives all rights of redemption or relief from forfeiture under California Code of Civil Procedure § § 1174 and 1179, and any other present or future law, in the event Lessee is evicted or City otherwise lawfully takes possession of the Premises by reason of any default or breach of this Lease by Lessee.

17. INTEREST ON PAST-DUE OBLIGATIONS.

18. Except as expressly provided herein, any amount due City when not paid when due shall bear interest at the lesser often percent (10%) per year or the maximum rate then allowable by law from the date due.

CITY'S ACCESS.

18.1 Access for Inspection. City and City's agents shall have the right to enter the Premises at reasonable times, upon not less than twenty-four (24) hours prior notice to Lessee or less in case of an emergency), for the purpose of inspecting same, showing same to prospective purchasers, lenders, lessees or others, and making such alterations, repairs, improvements or additions to the Premises as City may Lease Agreement/ Mai Xuan Ngo dba M.Y Salon, a California, Sole Proprietor Page 20 of33 Rev.: 02-01-15
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18.2 No Warranty. Except as otherwise stated in this Lease, Lessee hereby acknowledges that neither the City nor any employees or agents of the City has made any oral or written warranties or representations to Lessee relative to the condition or use by Lessee of said Premises and Lessee acknowledges that Lessee assumes all responsibility regarding the Occupational Safety and Health Act, the legal use and adaptability of the Premises and compliance with all applicable laws and regulations in effect during the term of this Lease.

18.3 Security Measures. City shall have the right to require a reasonable security system, device, operation or plan be installed and implemented to protect the Premises or any alterations. Should City, in its sole discretion, require Lessee to install such a security system, Lessee agrees to bear the sole cost and expense of any security system, device, operation or plan and the installation and implementation thereof. Lessee shall obtain City's prior approval before installing or implementing any security system, device, operation or plan.

19. INSURANCE.

19.1 Lessee Insurance. Lessee's responsibility for the Premises begins immediately upon the Commencement Date and Lessee, at its sole cost and expense, and at no cost to City, shall provide and maintain in full force and effect during the entire term of this Lease insurance coverage in an amount(s) and in a form acceptable to City as set forth in Exhibit C attached hereto and incorporated herein by reference. Said policies shalJ be maintained with respect to Lessee's employees, if any, and all vehicles operated on the Premises. The policies shall include the required endorsements, certificates of insurance and coverage verifications as described in Exhibit C. Lessee also agrees to secure renter's liability insurance.

19.2 Fire Insurance on Builcling. City shall maintain insurance (or self-insurance through City's joint pool coverage plan) covering the building. Lessee shall reimburse City Lessee's pro rata share of the cost of insurance or joint pool self­ insurance coverage(s) provided by the City upon delivery of the insurance (or joint pool self-insurance) premium invoice or, if otherwise requested by City. as part of the other Common Area Expenses pursuant to Section 6.6.

20. CONTRACT FOR ADMINISTRATIVE SERVICE.

To the extent that this Lease is a contract for administrative services, the City Council entered into such agreement upon recommendation of the City Manager pursuant to Lease Agreement/ Mai Xuan Ngo dba M.Y Salon, a California, Sole Proprietor Rev.: 02-01-15
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21. DISPUTE RESOLUTION.

21. l Unless otherwise mutually agreed to or as provided in Section 21.5, any controversies between Lessee and City regarding the construction or application of this Lease, and claims arising out of this Lease 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 Party.

21.2 The Parties may agree on one mediator. If they cannot agree on one mediator, the Party 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 Lease.

21.3 The costs of mediation shall be borne by the Parties equally.

21.4 Except as provided in Section 21.5, mediation under this section is a condition precedent to filing an action in any court. In the event of litigation arising out of any dispute related to this Lease, the Parties shall each pay their respective attorney's fees, expert witness costs and cost of suit, regardless of the outcome of the litigation.

21.5 Nothing in this Section shall require the City to mediate any eviction, unlawful detainer, or other exercise of remedies following the expiration of the Tenn of this Lease as provided in Section 2 or any tennination of this Lease under Section 16.

22. PAYMENTS/PARTIAL PAYMENTS.

Payments shall be effective upon receipt. City may apply any payment received from Lessee at any time against any obligation due and owing _by Lessee under this Lease, regardless of any statement appearing on or referred to in any remittance from Lessee or any prior application of such payments. Acceptance by City of a partial payment of rent or other charges shall not be considered or construed to waive any right of City or affect any notice oflegal proceedings, unless both Parties shall agree otherwise in writing. The receipt by City of a partial payment of any amount due to City endorsed as payment in full will be deemed to be a partial payment only, and any endorsements or statements on the check or any letter accompanying the check shall not be deemed an accord and/or satisfaction, and, notwithstanding said endorsements, City may accept and deposit said check without prejudice to its right to recover the balance. Lessee's obligation (without prior notice or demands) to pay rent and all other amounts due hereunder shall be Lease Agreement/ Mai Xuan Ngo dba M.Y Salon, a California, Sole Proprietor Rev.: 02-01-15
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23. NON-LIABILITY OF OFFICIALS AND EMPLOYEES OF THE CITY.

No official or employee of City shall be personally liable for any default or liability under this agreement.

24. NON-DISCRIMINATION.

Lessee covenants it shall not discriminate based upon race, color, creed, religion, sex, marital status, age, handicap, national origin or ancestry in any activity pursuant to this agreement.

25. CONFLICT OF INTEREST.

Lessee shall at all times avoid conflict of interest or appearance of conflict of interest in performance of this agreement.

26. MEMORANDUM OF LEASE.

Lessee shall not record this Lease or a memorandum thereof, or any other reference to this Lease, without the prior written consent of the City. Lessee, upon the request of the City, shall execute and acknowledge a Memorandum of Lease for recording in the official records of Santa Clara County. Upon termination or expiration of this Lease, Lessee shall execute and record a quitclaim deed as to its leasehold interest.

27. ESTOPPEL CERTIFICATE.

Lessee shall, from time to time, upon at least ten ( 10) days prior written notice from City, execute, acknowledge and deliver to City a statement in writing (i) certifying this Lease is unmodified and in full force and effect, or, if modified, stating the nature of the modification and certifying that the Lease, as modified, is in full force and effect, and the date to which the rental and other charges, if any, have been paid; and, (ii) acknowledging that there are not to Lessee's knowledge, any defaults, or stating if any defaults are claimed, any statement may be relied upon by any prospective purchaser or encumbrancer of the Project.

28. LIENS.

Lessee agrees at its sole cost and expense to keep the Premises, Building and Project free and clear of any and all claims, levies, liens, encumbrances or attachments.

Lease Agreement/ Mai Xuan Ngo dba M.Y Salon, a California, Sole Proprietor Rev.: 02-01-15
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29. RELOCATION BENEFITS WAIVER.

29.1 Relocation Laws Acknowledgement. Lessee is informed of, and is aware that following expiration or termination of this Lease, City intends to demolish the exiting Building and explore redevelopment of the Project property with other uses.

Lessee further acknowledges that under the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 USC 4601, et seq.) and its regulations (49 CFR Part 24) and the Relocation Assistance Act (Cal. Gov. Code§ 7260, et seq.), as may be amended, (collectively, "Relocation Laws") a qualifying "displaced person or business" who is displaced by a public agency-initiated redevelopment project, such as the one proposed by City, is entitled to monetary and non-monetary benefits including relocation advisory assistance, a business reestablishment payment, assistance with costs to search for a replacement location for the business, and rent differential payments to the extent the tenant's rent in a new location is higher than the tenant's current rent (collectively, "Potential Relocation Benefits").

29.2 Lessee Representations and Warranties. Lessee represents and warrants to City as follows: (i)Lessee had no option or other rights to extend the term of the Prior Lease beyond September 30, 2021; (ii) Lessee's Prior Lease terminated upon the termination of the Ground Lease and Lessee had no right to remain in occupancy of the Premises beyond the expiration dates of the Prior Lease and Ground Lease which were co-terminus; (iii) Lessee's right to occupy the Premises under this Lease will commence following the termination of the Ground Lease and City's acquisition of an ownership interest in the Building from the former ground lessee; (iv) Lessee is an after-acquired tenant of City and not a potential "displaced person or business" under Relocation Laws (defined below); and (v) City's willingness to enter into this new Lease with Lessee is contingent upon Lessee's agreement to waive Potential Relocation Benefits as provided herein . Lessee further represents and warrants to City that Lessee's relocation from the Property upon expiration or termination of this Lease will be a result of the expiration of the Prior Lease and this Lease each of which occurred or were anticipated prior to Lessee entering into this Lease with City and therefore Lessee is not a "displaced person or business" under Relocation Laws.

29.3 Waiver and Release of All Claims. In exchange for City's agreements under this Lease, Lessee hereby waives and releases all rights or claims that Lessee has or may have in the future against City or its elected or appointed officials, employees, agents, attorneys or consultants, or any federal or state agency which may provide funding in connection with City's future redevelopment of the Project with other uses (collectively, the "Released Parties") under the Relocation Laws as a result of, arising out of, or connected with Lessee's departure from the Premises and/or the City's redevelopment of the Project in the future, incJuding but not limited to any claims for Potential Relocation Benefits.

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29.4 Covenant Not to Sue. Lessee covenants and agrees that it will not bring, commence, maintain or prosecute, directly or indirectly, any action at law or proceeding in equity or any legal administrative proceeding or any claim for damages or any other relief against any of the Released Parties, based in whole or in part on any claim of eligibility for Potential Relocation Benefits. The waiver and release set forth in Section 29.3 above may, and shall be plead, as a full and complete defense to, and may be used as a basis for an injunction against any action, suit or proceeding which may be instituted, prosecuted, or maintained in breach of the covenants contained in this Section 29.

By its initials below, Lessee hereby acknowledges and confirms its agreement to the waivers, releases, covenants and agreements of this Section 29.

Lessee Initials Lessee Initials

30. VACATING.

Upon termination of the tenancy, Lessee shall completely vacate the Premises, Building and Project, including the removal of any and all of its personal property and fixtures (whether or not identified on the Inventory of Fixtures (Exhibit B). Before departure, Lessee shall return keys and the Premises (including Lessee Improvements) to City in good, clean and sanitary condition, reasonable wear and tear excepted. Lessee shall allow City to inspect the Premises to verify the condition of the Premises and its contents.

31. ABANDONMENT.

Lessee's absence from the Premises for three (3) consecutive days, without prior notice, during which time rent or other charges are delinquent, shall be deemed abandonment of the Premises and a material default by Lessee entitling City to the remedies in Section 16 above, including the right to terminate this Lease. In the event of such termination, City shall be authorized to enter and take possession and to remove and dispose of the property of Lessee and its employees, agents, contractors and invitees without any liability whatsoever to City.

32. PROPRIETARY AND GOVERNMENTAL ROLES; ACTIONS BY CITY.

Except where clearly and expressly provided otherwise in this Lease, the capacity of the City in this Lease shall be as owner and lessor of property only ("Proprietary Capacity"), and any obligations or restrictions imposed by this Lease on the City shall be limited to that capacity and shall not relate to, constitute a waiver of, supersede or otherwise limit or affect its governmental capacities, including enacting laws, inspecting structures, Lease Agreement/ Mai Xuan Ngo dba M.Y Salon, a California, Sole Proprietor Rev.: 02-01-1S
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When acting in its Proprietary Capacity, discretionary actions may be undertaken by the City Manager or other designees as designated by the City Manager to the extent otherwise provided for in this Lease. In addition, nothing in this Lease shall supersede or waive any discretionary or regulatory approvals required to be obtained from the City under applicable law, nor guarantee that the City, in its Governmental Capacity, will grant any particular request for a license, permit or other regulatory approval. Lessee understands that the City may grant or deny such request in its sole discretion, and may impose such tenns and conditions as it deems consistent with that discretion and applicable laws.

33. HOLDOVER.

Lessee has no right to retain possession of the Premises or any portion thereof beyond the expiration or termination of this Lease. In the event that Lessee holds over after the expiration of the term without executing a new lease, then such holding over shall be construed as a tenancy from month-to-month, subject to all conditions, provisions and obligations of this Lease insofar as they are applicable to a month-to-month tenancy, except that the Base Rent portion of the rent shall be increased to 150% of the amount of the Base Rent payable immediately prior to the expiration or termination of the Lease, as the case may be. Nothing contained herein shall be construed as consent of City to any holding over by Lessee.

34. NOTICES.

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

City of Santa Clara
Attention: City Manager
1500 Warburton A venue
Santa Clara, CA 95050
Or by facsimile at ( 408) 241-6771
And to Lessee addressed as follows:

Lessee's Notice Address:

Name: Mai Xuan Ngo dba M. Y Salon, a California, Sole Proprietor .

Address: 1689 Chesterton Circle, San J~ CA 95133
Phone: (408) 387-1256
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-82:1547Ā.7;36893Ā0-*Ā&+ )!&(,Ȁ,,(+Ȁ$'+#Ȁ)/#.Ȁ.#.-"# !.-%& Notices may be served upon Lessee in person or by first class mail or by certified mail to Lessee whether or not said mailing is accepted by Lessee. If notice is sent via facsimiJe, a signed, hard copy of the material shall also be mailed. The workday the facsimile was sent shall control the date notice was deemed given if there is a facsimile machine generated document on the date of transmission. A facsimile transmitted after I :00 P .M. on a Friday shall be deemed to have been transmitted on the following Monday. These addresses shall be used for service of process.

35. TIME.

36. Time shall be of the essence in this Lease.

MISREPRESENTATIONS.

Any statements submitted to City in the Application to Rent by Lessee (if applicable) are considered inducements to execute this Lease. Misrepresentations shall entitle City to tenninate this Lease at any time.

37. AMENDMENTS.

38. 39.

It is mutually agreed that no oral Leases have been entered into and that no alteration or variation of the tenns of this Lease shall be valid unless made in writing and signed by the Parties to this Lease.

INDEPENDENT LEGAL ADVICE.

Each Party represents and warrants to the other the following: they have carefully read this Lease, and in signing this Lease, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Lease, or have knowingly chosen not to consult legal counsel as to the matters set forth in this Lease; and, they have freely signed this Lease without any reliance upon any agreement, promise, statement or representation by or on behalf of the other party, or their respective agents, employees, or attorneys, except as specifically set forth in this Lease, and without duress or coercion, whether economic or otherwise.

SERVICE CHARGE.

A service charge of twenty dollars ($20.00) will be made for each check that must be resubmitted for payment.

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40. SIGNING AUTHORITY.

If this Lease is not signed by all Lessees named herein, the person actually signing warrants that he/she has the authority to sign for the others.

41. CHANGE OF LOCKS.

Lessee may install new locks on all exterior doors. Lessee shall advise City of such action and shall provide City with keys to said locks. Lessee shall also deliver to City the old locks with keys. Upon tennination, Lessee shall leave new locks that shall become the property of City.

42. CAPTIONS/RECITALS.

The captions of the various sections, paragraphs and subparagraphs of this Lease are for convenience only and shall not be considered or referred to in resolving questions of interpretation. All of the recitals of this Lease, and the defined tenns set forth therein, are incorporated into and made a part of this Lease by this reference.

43. REP AIRS.

Except as expressly provided in this Lease, City shall have no obligation to repair or maintain the Premises or any alterations thereto or facilities placed therein. Lessee expressly waives the benefit of any statute now or hereinafter in effect which would otherwise afford Lessee the right to make repairs at City's expense or to terminate this Lease because of City's failure to keep Premises in good order, condition and repair.

Lessee shall not call on City to make any improvements or repairs to said property of any kind whatsoever.

44. SURRENDER OF LEASE NOT MERGER.

The voluntary or other surrender of this lease by Lessee, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of City, terminate all or any existing subleases or subtenancies, or may, at the option of City, operate as an assignment to it of any and all such subleases or subtenancies.

45. INTEGRATED DOCUMENT; AMENDMENTS.

This Lease, including any exhibits attached hereto, embodies the entire agreement between City and Lessee and its tenns and conditions. No other understanding, agreements, conversations or otherwise, with any officer, agent or employee of City prior to execution of this Lease shall affect or modify any of the tenns or obligations contained in any documents comprising this Lease. Any such verbal agreement shall be considered as unofficial infonnation and in no way binding upon City. This Lease may be modified only by a written amendment duly executed by the Parties to this Lease, pursuant to Lease Agreement/ Mai Xuan Ngo dba M.Y Salon, a California, Sole Proprietor Rev.: 02-01-15
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46. Section 37 entitled "Amendments." All agreements with City are subject to approval of the City Council before City shall be bound thereby.

WAIVER
Waiver by City of one or more conditions of performance or any breach or condition under this Lease shall not be construed as a waiver(s) of any other condition of performance or subsequent breaches or conditions. The subsequent acceptance by a Party of the performance of any obligation or duty by another Party shall not be deemed to be a waiver of any term or condition of this Lease. The exercise of any remedy, right, option or privilege hereunder by City shall not preclude City from exercising the same or any and all other remedies, rights, options and privileges hereunder and City's failure to exercise any remedy, right, option or privilege at law or equity, or otherwise which City may have, shall not be construed as a waiver.

47. INTERPRETATIONS.

In construing or interpreting this Lease, the word "or" shall not be construed as exclusive and the word "including" shall not be limiting. The Parties agree that this Lease shall be fairly interpreted in accordance with its terms without any strict construction in favor of or against any other Party.

48. SEVERABILITY CLAUSE.

If any provision of this Lease is held to be illegal, invalid or unenforceable in full or in part, for any reason, then such provision shall be modified to the minimum extent necessary to make the provision legal, valid and enforceable, and the other provisions of this Lease shall not be affected thereby.

49. GOVERNING LAW.

This Lease shall be governed and construed in accordance with the statutes and laws of the State of California.

50. VENUE.

In the event that suit shall be brought by any Party to this Lease, the Parties agree that venue shall be exclusively vested in the state courts of the County of Santa Clara.

51. COMPLIANCE WITH LAWS.

Lessee shall not use the Premises or permit anything to be done in or about the Premises which will in any way conflict with any law, statute, zoning restriction, ordinance or governmental law or rule, regulation, or requirement, including any Hazardous Materials laws or regulations, of any duly constituted public authorities now in force or which may Lease Agreement/ Mai Xuan Ngo dba M.Y Salon, a California, Sole Proprietor Rev.: 02-01-15
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The final judgment of any court of competent jurisdiction or the admission of Lessee in any action against Lessee, whether City be a party thereto or not, that Lessee has violated any laws shall be conclusive of that fact as between City and Lessee. Lessee, within ten ( 10) days after receipt, shall provide City with copies of any notices it receives regarding a material violation or alleged material violation of any Laws. Lessee shall also cause its agents, contractors, subcontractors, employees, customers, and subtenants to comply with all applicable laws.

52. COUNTERPARTS; ELECTRONIC SIGNATURES.

This Lease 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 signatures on this Lease, including those transmitted electronically by email or facsimile, shall be sufficient to bind the Parties.

53. ACCESSIBILITY; DISABILITY LAWS.

53.1 The Premises have not undergone an inspection by a Certified Access Specialist.

53.2 "A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises."
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53.3 Since compliance with the ADA and other federal and state disability laws (collectively, "Disability Laws") is dependent upon Lessee's specific use of the Premises, City makes no warranty or representation as to whether or not the Premises comply with Disability Laws. In the event that Lessee's use of the Premises requires modifications or additions to the Premises in order to be in compliance with Disability Laws, Lessee agrees to make any such necessary modifications and/or additions at Lessee's sole cost and expense.

54. OFAC COMPLIANCE.

Lessee represents and warrants to City that Lessee is not a party with whom City is prohibited from doing business pursuant to the regulations of the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury, including those parties named on OFAC's Specially Designated Nationals and Blocked Persons List.

Lessee is currently in compliance with, and shall at all times during the term of this Lease remain in compliance with, the regulations of OF AC and any other governmental requirement relating thereto. In the event of any violation of this section, City shall be entitled to immediately terminate this Lease and take such other actions as are permitted or required to be taken under law or in equity. LESSEE SHALL DEFEND,

INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND

ALL CLAIMS, DAMAGES, LOSSES, RISKS, LIABILITIES AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COSTS) INCURRED BY CITY ARISING FROM OR RELATED TO ANY BREACH OF THE FOREGOING CERTIFICATIONS.

These indemnity obligations shall survive the expiration or earlier termination of this Lease.

55. NO BROKERAGE.

City is represented in this transaction by Eugene Burger Management Corporatioa ("City's Agent"). Brokerage fees, commissions or other payments owed to City's Agent, if any, in connection with this Lease transaction shall be paid by City per the terms of a separate agreement between City and City's Agent. Lessee represents and warrants to City that Lessee is represented in this transaction by Alex Ayala Sr. ("Lessee's Agent").

Fees, if any, payable to Lessee's Agent, if applicable, shall be paid pursuant to separate agreement(s) between City's Agent and Lessee's Agent or between Lessee and Lessee's Agent. Lessee shall indemnify and defend City from and against any claims made by Lessee's Agent or any other person or entity purporting to represent Lessee in this transaction for any finder's fee, brokerage fee, commission or other payment claiming through Lessee or its affiliates with respect to the execution of this Lease or the consummation of the transaction contemplated hereby.
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[Signatures on next page J
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CITY OF SANTA CLARA, CALIFORNIA, a chartered California municipal corporation
Dated: ----------
. A PPlUlVJ.'n AS TO FORM: By:

G
DocuS1gned by:
-tf!F2:~B~h
jnDocuSigned by:
_____ LE:AtBS~~~
Office of the City Attorney
"CITY"
DEANNAJ. SANTANA
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
Mai Xuan Ngo dba M. Y Salon, a California, Sole Proprietor Dated: :J1iW\ ~~ .2-o.U
By:
(Sifn(~~executing the Agreement on behalf of
Lessee)
Name: Mai Xuan Ngo
Title: Owner
Local Address: 1689 Chesterton Circle
San Jose, CA 95133
Email Address: triminhle 1689~yahoo.com
Telephone: (408) 387-2256
Fax: __,__--'------------------"LESSEE"
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COMMERCIAL PROPERTY LEASE AGREEMENT

BY AND BETWEEN

CITY OF SANTA CLARA, CALIFORNIA
AND
Mai Xuan Ngo dba M.Y Salon, a California, Sole Proprietor

EXHIBIT A
Address: 1000 Lafayette Street, Santa Clara, CA 95050
~ 269-22-089
Lot Size: 1.319 AC
Legal Brief Description: CITY: SANTA CLARA LOT B RECORDER'S BOOK 437 PAGE 46 Lease Agreement/ Mai Xuan Ngo dba M.Y Salon, a California, Sole Proprietor Exhibit A Rev.: 02-01-15
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contracts

ADDENDUM TO LEASE
Date: Januarv 11, 2022
By and Between
Lessor: City of Santa Cl a ra, California, a
chartered municipal corporation .

Lessee: Mai Xuan Ngo dba M.Y Salon. a California. Sole Proprietor.

PropertyAddress: 1000 Lafayette Street Suit e Al, Santa Clara, CA 95050 (street address, city, state, zip)
Paragraph: 5 6- 5 8
In the event of any conflict between the provisions of this Addendum and the printed provisions of the Lease, this Addendum shall control.

AIRCRE • https://-.alrae.com • 213-687-8777 • [email protected] NOTICE: No part of these worb may be reprod.-d In any form without pennlsslon In writing.

56. This Addendum takes effect on October 1, 2021.

57. Rent Schedule:

Monthly Base Rent shall be adjusted as follows:

A Year 1- $1,160.00 per month+ NNN (CAM)
Year 2 -$1,160.00 per month + NNN (CAM)

58. Lessee agrees to pay $4,640.00 for the months of October 2021i November 2021, December 2021, and January 2022 prior to execution of this Lease agreement. tU&

INITIALS
Cl 2017 AIR CRE. All Rights Reserved.

ADD-1.03, Revised lC}-22-2020

INITIALS
Last Edited: 1/10/2022 7:26 PM
Page lof 1
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COMMERCIAL PROPERTY LEASE AGREEMENT
~ BY AND BETWEEN
( MN ) CITY OF SANTA CLARA, CALIFORNIA
\______-/ . AND
Mai Xuan Ngo dba M.Y Salon, a California, Sole Proprietor

1. 2.

3. 4.

5. EXHIBITB

INVENTORY OF FIXTURES
5- Chairs
8 - Salon Chairs
2 - Wire Racks
1 - Salon Reception Desk
1- Flat Screen TV
Lease Agreement/ Mal Xaao Np dba M. Y Saloa, • CaHforni , Sole Proprietor Exhibit B Rev.: 02-01-15
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COMMERCIAL PROPERTY LEASE AGREEMENT

BY AND BETWEEN

CITY OF SANTA CLARA, CALIFORNIA
AND
Mai Xuan Ngo dba M. Y Salon, a California, Sole Proprietor

EXHIBITC

INSURANCE REQUIREMENTS
Lessee shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the Lessee's operation and use of the leased premises. The cost of such insurance shall be borne by the Lessee.

A. MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Workers' Compensation Insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease. (This applies to lessees with employees).

3. Property insurance against all risks of loss to any tenant improvements or betterments, at full replacement cost with no coinsurance penalty provision.

If the Lessee maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Lessee. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

B. OTHER INSURANCE PROVISIONS:

The insurance policies are to contain, or be endorsed to contain, the following provisions:

1. Additional Insured Status: The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Lessee including materials, parts, or Lease Agreement/ Mai Xuan Ngo dba M.Y Salon a California, Sole Proprietor Exhibit C Page 1 of2 Rev.: 02-01-15
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2. Primary Coverage: For any claims related to this contract, the Lessee's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self­ insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Lessee's insurance and shall not contribute with it

3. Legal Liability Coverage: The property insurance is to be endorsed to include Legal Liability Coverage (ISO Form CP 00 40 04 02 or equivalent) with a limit equal to the replacement cost of the leased property.

4. Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.

5. Waiver of Subrogation: Lessee hereby grants to City a waiver of any right to subrogation which any insurer of said Lessee may acquire against the City by virtue of the payment of any loss under such insurance. Lessee agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

6. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A: VII, unless otherwise acceptable to the City.

7. Self-Insured Retentions: Self-insured retentions must be declared to and approved by the City. The City may require the Lessee to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.

8. Verification of Coverage: Lessee shall furnish the City with original Certificates of Insurance including all required amendatory endorsements ( or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before occupying the premises. However, failure to obtain the required documents prior to the work beginning shall not waive the Lessee's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.

9. Special Risks or Circumstances: City reserves the right to modify these requirements at any time, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

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ExhibitC Page2 of2
________ ________
________ ________

INITIALS INITIALS
© 2019 AIR CRE. All Rights Reserved. Last Edited: 1/6/2022 3:48 PM AD-3.01, Revised 10-22-2020 Page1 of 4
When you enter into a discussion with a real estate agent regarding a real estate transacƟ on, you should from the outset understand what type of agency rela Ɵonship or representaƟon you wish to have with the agent in the transac Ɵon.

A Seller's agent under a lis Ɵng agreement with the Seller acts as the agent for the Seller only. A Seller's agent or a subagent of that agent has the following a ffirmaƟve obligaƟons:

To the S el le r : Afiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Seller .

T o the Buyer and the Seller:
(a) Diligent exercise of reasonable skill and care in performance of the agent's du Ɵes. (b) A duty of honest and fair dealing and good faith.
(c) A duty to disclose all facts known to the agent materially a ffecƟng the value or desirability of the property that are not known to, or within the diligent a ƩenƟon and observaƟon of, the par Ɵes.

An agent is not obligated to reveal to either party any con fidenƟal informaƟon obtained from the other party that does not involve the a ffirmaƟve duƟes set forth above.

A Buyer's agent can, with a Buyer's consent, agree to act as agent for the Buyer only. In these situa Ɵons, the agent is not the Seller's agent, even if by agreement the agent may receive compensaƟon for services rendered, either in full or in part from the Seller. An agent ac Ɵng only for a Buyer has the following a ffirmaƟve obligaƟons:

To the Bu ye r : Afiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Buyer.

T o the Buyer and the Seller:
(a) Diligent exercise of reasonable skill and care in performance of the agent's du Ɵes. (b) A duty of honest and fair dealing and good faith.
(c) A duty to disclose all facts known to the agent materially a ffecƟng the value or desirability of the property that are not known to, or within the diligent aƩenƟon and observa Ɵon of, the parƟes.

An agent is not obligated to reveal to either party any con fidenƟal informaƟon obtained from the other party that does not involve the a ffirmaƟve duƟes s et forth above.

A real estate agent, either ac Ɵng directly or through one or more salesperson and broker associates, can legally be the agent of both the Seller and the Buyer in a transacƟon, but only with the knowledge and consent of both the Seller and the Buyer .

In a dual agency situa Ɵon, the agent has the following a ffirmaƟve obligaƟons to both the Seller and the Buyer:
(a) A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either the Seller or the Buyer. (b) Other du Ɵes to the Seller and the Buyer as stated above in their respec Ɵve sec Ɵons.

In represenƟng both Seller and Buyer, a dual agent may not, without the express permission of the respec Ɵve party, disclose to the other party con fidenƟal informaƟon, including, but not limited to, facts rela Ɵng to either the Buyer's or Seller's financial posiƟon, moƟ vaƟons, bargaining posiƟon, or other personal informaƟon that may impact price, including the Seller's willingness to accept a price less than the lis Ɵng price or the Buyer's willingness to pay a price greater than the price offered.

Either the purchase agreement or a separate document will contain a con firmaƟon of which agent is represen Ɵng you and whether that agent is represenƟ ng you exclusively in the transacƟon or ac Ɵng as a dual agent. Please pay aƩ enƟon to that con firmaƟon to make sure it accurately refl ects your understanding of your agent’s role. The above du Ɵes of the agent in a real estate transac Ɵon do not relieve a Seller or Buyer from the responsibility to protect his or her own interests. You should carefully read all agreements to assure that they adequately express your understanding of the transac Ɵon. A real estate agent is a person quali fied to advise about real estate. If legal or tax advice is desired, consult a competent professional. If you are a Buyer, you have the duty to exercise reasonable care to pro tect yourself, including as to those facts about the property which are known to you or within your diligent a ƩenƟon and observa Ɵon . Both Sellers and Buyers should strongly

DISCLOSURE REGARDING REAL ESTATEAGENCY RELATIONSHIP
(As required by the Civil Code)

SELLER'S AGENT

BUYER'S AGENT

AGENT REPRESENTING BOTH SELLER AND BUYER

SELLER AND BUYER RESPONSIBILITIES
consider obtaining tax advice from a competent professional because the federal and state tax consequences of a transac Ɵon can be complex and subject to change.

Throughout your real property transac Ɵon you may receive more than one disclosure form, depending upon the number of agents assis Ɵng in the transac Ɵon. The law requires each agent with whom you have more than a casual rela Ɵonship to present you with this disclosure form. You should read its contents each Ɵme it is presented to you, considering the rela Ɵonship between you and the real estate agent in your speci fict r a n s a cƟon. This disclosure form includes the provisions of SecƟons 2079.13 to 2079.24, inclusive, of the Civil Code set forth on page 2. Read it carefully. I/WE ACKNOWLEDGE RECEIPT OF A COPY OF THIS DISCLOSURE AND THE PORTIONS OF THE CIVIL CODE PRINTED ON THE BACK (OR A SEP ARATE P AGE).

Buyer Seller Lessor Lessee Victoria Arafa dba Hungry Hound, a California, Sole Proprietor Date:

Buyer Seller Lessor Lessee City of Santa Clara, California, a chartered municipal corporation Date:

Agent: Eugene Burger Management Corporation DRE Lic. #: 01183885 Real Estate Broker (Firm)
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© 2019 AIR CRE. All Rights Reserved. Last Edited: 1/6/2022 3:48 PM AD-3.01, Revised 10-22-2020 Page2 of 4
By: Alex Ayala Sr. DRE Lic. #: 02054907 Date:
(Salesperson or Broker-Associate)
THIS FORM HAS BEEN PREPARED BY AIR CRE. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ADEQUACY OF THIS FORM FOR ANY SPECIFIC TRANSACTION. PLEASE SEEK LEGAL COUNSEL AS TO THE APPROPRIATENESS OF THIS FORM. -82:1547Ā.7;36893Ā0-)Ā#'% #! Ȁ--*%Ȁ#.-(Ȁ+,(&Ȁ-(,$"/$.(#,' 



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DISCLOSURE REGARDINGREAL ESTATEAGENCY RELATIONSHIP
CIVIL CODE SECTIONS 2079.13 THROUGH 2079.24 (2079.16 APPEARS ON THE FRONT) 2079.13.A s u s e di n S e cƟons 2079.7 and 2079.14 to 2079.24, inclusive, the following terms have the following meanings:
(a) “ Agent” means a person acƟng under provisions of Title 9 (commencing with Sec Ɵon 2295) in a real property transac Ɵon, and includes a person who is licensed as a real estate broker under Chapter 3 (commencing with Sec Ɵon 10130) of Part 1 of Division 4 of the Business and Professions Code, and under whose license a lis Ɵng is executed or an o ffer to purchase is obtained. The agent in the real property transac Ɵon bears responsibility for that agent’s salespersons or broker associates who perform as agents of the agent. When a salesperson or broker associate owes a duty to any principal, or to any buyer or seller who is not a principal, in a re al property transacƟon, that duty is equivalent to the duty owed to that party by the broker for whom the salesperson or broker associate func Ɵons. (b) “Buyer” means a transferee in a real property transac Ɵon, and includes a person who executes an o ffer to purchase real property from a seller through an agent, or who seeks the services of an agent in more than a casual, transitory, or preliminary manner, with the object of entering into a real property transac Ɵon. “Buyer” includes vendee or lessee of real property. (c) “Commercial real property” means all real property in the state, except (1) single-family residen Ɵal real property, (2) dwelling units made subject to Chapter 2 (commencing with Sec Ɵon 1940) of Title 5, (3) a mobile home, as de fined in Sec Ɵon 798.3, (4) vacant land, or (5) a recrea Ɵonal vehicle, as defined in Sec Ɵon 799.29. (d) “Dual agent” means an agent ac Ɵng, either directly or through a salesperson or broker associate, as agent for both the seller and the buyer in a real property transac Ɵon. (e) “LisƟng agreement” means a wri Ʃen contract between a seller of real property and an agent, by which the agent has been authorized to sell the real property or to find or obtain a buyer, including rendering other services for which a real estate license is required to the seller pursuant to the terms of the agreement. (f) “Seller's agent” means a person who has obtained a lis Ɵng of real property to act as an agent for compensa Ɵon. (g) “LisƟng price” is the amount expressed in dollars speci fied in the lis Ɵng for which the seller is willing to sell the real property through the seller’s agent. (h) “Offering price” is the amount expressed in dollars speci fied in an o ffer to purchase for which the buyer is willing to buy the real property. (i) “Offer to purchase” means a wri Ʃen contract executed by a buyer ac Ɵng through a buyer’s agent that becomes the contract for the sale of the real property upon acceptance by the seller. (j) “Real property” means any estate speci fied by subdivision (1) or (2) of Sec Ɵon 761 in property, and includes (1) single-family residen Ɵal property, (2) mul Ɵ-unit residen Ɵal property with more than four dwelling units, (3) commercial real property, (4) vacant land, (5) a ground lease coupled with improvements, or (6) a manufactured home as defined in Sec Ɵon 18007 of the Health and Safety Code, or a mobile home as de fined in Sec Ɵon 18008 of the Health and Safety Code, when o ffered for sale or sold through an agent pursuant to the authority contained in Sec Ɵon 10131.6 of the Business and Professions Code. (k) “Real property transacƟon” means a transac Ɵon for the sale of real property in which an agent is retained by a buyer, seller, or both a buyer and seller to act in that transac Ɵon, and includes a lis Ɵng or an o ffer to purchase. (l) “Sell,” “sale,” or “sold” refers to a transac Ɵon for the transfer of real property from the seller to the buyer and includes exchanges of real property between the seller and buyer, transac Ɵons for the crea Ɵon of a real property sales contract within the meaning of Sec Ɵon 2985, and transac Ɵons for the crea Ɵon of a leasehold exceeding one year’s duraƟon. (m) “Seller” means the transferor in a real property transac Ɵon and includes an owner who lists real property with an agent, whether or not a transfer results, or who receives an o ffer to purchase real property of which he or she is the owner from an agent on behalf of another . “Seller” includes both a vendor and a lessor of real property. (n) “Buyer's agent” means an agent who represents a buyer in a real property transac Ɵon. 2079.14. A seller’s agent and buyer’s agent shall provide the seller and buyer in a real property transac Ɵon with a copy of the disclosure form speci fied in Sec Ɵon 2079.16, and shall obtain a signed acknowledgment of receipt from that seller and buyer, except as provided in Sec Ɵon 2079.15, as follows: (a) The seller’ s agent, if any, shall provide the disclosure form to the seller prior to entering into the lis Ɵng agreement. (b) The buyer’s agent shall provide the disclosure form to the buyer as soon as pracƟcable prior to execuƟon of the buyer’s offe r to purchase. If the o ffer to purchase is not prepared by the buyer’s agent, the buyer’s agent shall present the disclosure form to the buyer not later than the next business day a Ōer receiving the o ffer to purchase from the buyer . 2079.15. In any circumstance in which the seller or buyer refuses to sign an acknowledgment of receipt pursuant to Sec Ɵon 2079.14, the agent shall set forth, sign, and date a wriƩen declaraƟon of the facts of the refusal. 2079.16 Reproduced on Page 1 of this AD form.
2079.17(a) As soon as prac Ɵcable, the buyer’s agent shall disclose to the buyer and seller whether the agent is ac Ɵng in the real property transac Ɵon as the buyer’s agent, or as a dual agent represen Ɵng both the buyer and the seller . This rela Ɵonship shall be con firmed in the contract to purchase and sell real property or in a separate wriƟng executed or acknowledged by the seller, the buyer, and the buyer’s agent prior to or coincident with execu Ɵon of that contract by the buyer and the seller, respecƟvely. (b) As soon as prac Ɵcable, the seller’s agent shall disclose to the seller whether the seller’s agent is ac Ɵng in the real property transac Ɵon as the seller’s agent, or as a dual agent represen Ɵng both the buyer and seller. This rela Ɵonship shall be con firmed in the contract to purchase and sell real property or in a separate wriƟng executed or acknowledged by the seller and the seller’s agent prior to or coincident with the execu Ɵon of that contract by the seller . (C) CONFIRMATION: The following agency rela Ɵonships are confirmed for this transacƟon.

Seller's Brokerage Firm DO NOT COMPLETE, SAMPLE ONLY License Number Is the broker of (check one):† the seller; or† both the buyer and seller. (dual agent) Seller's Agent DO NOT COMPLETE, SAMPLE ONLY License Number Is (check one):† the Seller's Agent. (salesperson or broker associate); or† both the Buyer's Agent and the Seller's Agent. (dual agent) Buyer's Brokerage Firm DO NOT COMPLETE, SAMPLE ONLY License Number Is the broker of (check one):† the buyer; or† both the buyer and seller. (dual agent) Buyer's Agent DO NOT COMPLETE, SAMPLE ONLY License Number Is (check one):† the Buyer's Agent. (salesperson or broker associate); or† both the Buyer's Agent and the Seller's Agent. (dual agent) (d) The disclosures and con firmaƟon required by this sec Ɵon shall be in addi Ɵon to the disclosure required by Sec Ɵon 2079.14. An agent’s duty to provide disclosure and confirmaƟon of representaƟon in this sec Ɵon may be performed by a real estate salesperson or broker associate a ffiliated with that broker . 2079.18 (Repealed pursuant to AB-1289, 2017-18 California Legisla Ɵve session) 2079.19 The payment of compensa Ɵon or the obliga Ɵon to pay compensa Ɵon to an agent by the seller or buyer is not necessarily determina Ɵve of a parƟcular agency relaƟonship between an agent and the seller or buyer . A lis Ɵng agent and a selling agent may agree to share any compensa Ɵon or commission paid, or any right to any compensaƟon or commission for which an obliga Ɵon arises as the result of a real estate transac Ɵon, and the terms of any such agreement shall not necessarily be determinaƟve of a parƟcular relaƟonship.
2079.20 Nothing in this ar Ɵcle prevents an agent from selec Ɵng, as a condiƟon of the agent’s employment, a specificf o r m o fa g e n c y r e l aƟonship not speci fically -82:1547Ā.7;36893Ā0-)Ā#'% #! Ȁ--*%Ȁ#.-(Ȁ+,(&Ȁ-(,$"/$.(#,'

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prohibited by this arƟcle if the requirements of Sec Ɵon 2079.14 and Sec Ɵon 2079.17 are complied with. 2079.21 (a) A dual agent may not, without the express permission of the seller , disclose to the buyer any con fidenƟal informaƟon obtained from the seller. (b) Ad u a l agent may not, without the express permission of the buyer , disclose to the seller any con fidenƟal informaƟon obtained from the buyer. (c) “ConfidenƟal informaƟon” means facts relaƟng to the client’sfinancial posi Ɵon, moƟvaƟons, bargaining posi Ɵon, or other personal informa Ɵon that may impact price, such as the seller is willing to accept a price less than the lis Ɵng price or the buyer is willing to pay a price greater than the price o ffered. (d) This secƟon does not alter in any way the duty or responsibility of a dual agent to any principal with respect to con fidenƟal informaƟon other than price. 2079.22 Nothing in this ar Ɵcle precludes a seller’s agent from also being a buyer’s agent. If a seller or buyer in a transac Ɵon chooses to not be represented by an agent, that does not, of itself, make that agent a dual agent. 2079.23 (a) A contract between the principal and agent may be modi fied or altered to change the agency rela Ɵonship at any Ɵme before the performance of the act which is the object of the agency with the wri Ʃen consent of the par Ɵes to the agency rela Ɵonship. (b) Al e n d e ro r a na u cƟon company retained by a lender to control aspects of a transac Ɵon of real property subject to this part, including valida Ɵng the sales price, shall not require, as a condi Ɵon of receiving the lender’s approval of the transacƟon, the homeowner or lis Ɵng agent to defend or indemnify the lender or auc Ɵon company from any liability alleged to result from the ac Ɵon s of the lender or auc Ɵon company. Any clause, provision, covenant, or agreement purpor Ɵng to impose an obliga Ɵon to defend or indemnify a lender or an auc Ɵon company in violaƟon of this subdivision is against public policy, void, and unenforceable. 2079.24 Nothing in this ar Ɵcle shall be construed to either diminish the duty of disclosure owed buyers and sellers by agents and their associate licensees, subagents, and employees or to relieve agents and their associate licensees, subagents, and employees from liability for their conduct in connec Ɵon with acts governed by this arƟcle or for any breach of a fiduciary duty or a duty of disclosure.

AIR CRE * h Ʃps://www.aircre.com * 213-687-8777 * [email protected] NOTICE: No part of these works may be reproduced in any form without permission in wri Ɵng. -82:1547Ā.7;36893Ā0-)Ā#'% #! Ȁ--*%Ȁ#.-(Ȁ+,(&Ȁ-(,$"/$.(#,'

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COMMERCIAL PROPERTY LEASE AGREEMENT

BY AND BETWEEN

CITY OF SANTA CLARA, CALIFORNIA
AND
Victoria Arafa dba Hungry Hound, a California, Sole Proprietor

This lease agreement (“Lease”) is dated January 6, 2022 and is by and between the City of Santa Clara, California, a chartered California municipal corporation (“City”) and Victoria Arafa dba Hungry Hound, a California, Sole Proprietor (“Lessee”). City and Lessee may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Lease.” The City Manager serves as Contract Administrator for this Lease on behalf of the City Council.

RECITALS:

A. Lessee previously leased the Premises (as defined below) pursuant to one or more prior leases, including without limitation Victoria Arafa dba Hungry Hound, a California, Sole Proprietor the Net Shopping Center Lease, with Lucia Lim (“Prior Landlord”), dated which expired on September 30, 2021 (collectively, “Prior Lease”).

The Prior Lease was in turn a sublease under a ground lease between the Prior Landlord as lessee and the City as lessor for the land underlying the Project (as defined below), which also expired on September 30, 2021 (“Ground Lease”).

B. Effective of the termination of the Prior Lease, the City became the sole owner of the Project, free and clear of the Prior Lease. Nevertheless, the Parties have agreed to enter into a new lease on the terms herein.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, stipulated and agreed, Lessee and City mutually agree as follows:

AGREEMENTS:

LEASE PROVISIONS

1. PREMISES; BUILDING AND PROJECT.

1.1 General. City hereby leases to Lessee, and Lessee hires from City, certain real property located in the City of Santa Clara, County of Santa Clara, State of California, commonly known as Suite C consisting of approximately 1415 square feet (the “Premises”) in that certain approximately 8301 square foot building at 1000 Lafayette Street, Santa Clara, California, 95050 (the “Building”), located on an approximately 1.33 acre parcel (collectively, including the Building, the “Project”), all as more particularly described or identified in Exhibit A attached hereto and incorporated herein by reference. The Project excludes, and Lessee is the -82:1547Ā.7;36893Ā0-)Ā#'% #! Ȁ--*%Ȁ#.-(Ȁ+,(&Ȁ-(,$"/$.(#,' -
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sole owner of, the items identified on the Inventory of Fixtures set forth in Exhibit B attached hereto and incorporated herein by reference.

1.2 Pro Rata Share. Lessee’s pro rata share (“Pro Rata Share”) is percent 17.05% which represents the percentage that the rentable area of the Premises bears to the total rentable area of the building.

2. TERM; COMMENCEMENT DATE.

The term of this Lease shall be for Two (2) years commencing at 12:01 am on October 1, 2021 (“Commencement Date”) and ending on September 30, 2023_. Lessee shall, at the expiration of the term of this lease, or upon its earlier termination, surrender the Premises in as good condition as it is now at the date of this lease, reasonable wear and tear excepted. City shall have the right, upon the termination of the term or upon a breach, to enter the Premises and take possession of it.

3. RENT.

3.1 Base Rent. Lessee shall pay base rent (“Base Rent”) in the amount of $2,540.00 per month. All rent, including Base Rent, shall be paid in lawful money of the United States of America without deduction or offset. Base Rent shall be payable on the first day of each and every month commencing on the Commencement Date, at a place (or places) as may be designated in writing from time to time by City.

3.2 Late Charge. Lessee acknowledges late payment by Lessee to City of rent will cause City to incur costs not contemplated by this Lease, the exact amount of such costs being extremely difficult and impracticable to fix. Such costs include, without limitation, processing, accounting and late charges that may be imposed on City.

Therefore, if City does not receive any installment of rent due from Lessee within ten (10) days after the date such rent is due, Lessee shall pay to City an additional sum of ten percent (10%) of the overdue rent as a late charge. The parties agree this late charge represents a fair and reasonable estimate of the costs City will incur by reason of late payment by Lessee. Acceptance of any late charge shall not constitute a waiver of Lessee’s default with respect to the overdue amount, nor prevent City from exercising any of the other rights and remedies available to City.

3.3 Rent. The term “Rent” as used in this Lease shall mean Base Rent and any other amounts owing from Lessee to the City pursuant to this Lease.

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4. SECURITY DEPOSIT.

Lessee has tendered to City an amount of Two Thousand Five Hundred Forty Dollars $2,540.00 as a security deposit. City may use these funds as are reasonably necessary to remedy any Lessee breach(s) or default(s) under this Lease, including without limitation in the payment of rent, to repair damages caused by Lessee, or expenses incurred to clean the Premises upon termination of tenancy. If any portion of the security deposit is used towards rent or damages at City’s sole discretion, Lessee agrees to reinstate said total security deposit upon receipt of five (5) days written notice. Any remaining balance of the security deposit shall be returned by City to Lessee at such time after termination of this Lease that all of Lessee’s obligations under this Lease have been fulfilled, reduced by such amounts as may be required by City to remedy defaults on the part of Lessee in the payment of Rent or other obligations of Lessee under this Lease, to repair damage to the Premises, Building, or Project caused by Lessee and to clean the Premises. City may use and co-mingle the security deposit with other funds of City. Lessee hereby waives the provisions of the California Civil Code section 1950.7, and all other provisions of any laws, now or hereinafter in force, which restricts the amount or types of claim that a landlord may make upon a security deposit or imposes upon a landlord (or its successors) any obligation with respect to the handling or return of security deposits.

5. DUTIES OF LESSEE.

5.1 Lessee shall not use the image of the Premises or Project, the name of City or any other identifying sign or symbol associated with the Premises or Project or City to undertake any action or representation than those specifically assigned to Lessee as a duty under this Lease.

5.2 Lessee shall protect and maintain the Premises. Lessee shall assume the responsibility for the guarding and safekeeping of all personal property located at the Premises.

5.3 Lessee shall not make any interior renovation or remodeling or make any major changes to the Premises or remove any objects, which are not the property of Lessee without the prior written consent of the City Manager or her designee.

6. USE OF PREMISES/COMMON AREAS.

6.1 Permitted Uses. Lessee shall use the Premises solely as Restaurant food serving and for no other purpose. Without limiting the foregoing, Lessee agrees not to use or permit use of the Premises for any unlawful purpose, and not to commit or permit any waste or nuisance in or about the Premises. Lessee will not use Premises in a manner that increases the risk of fire, cost of fire insurance or improvements thereon. No unreasonable sign or placard shall be painted, inscribed or placed in or on or about the Premises or Project; and no tree or shrub thereon (if any) shall be

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destroyed or removed or other waste committed of said Premises or Project. No bicycles, motorcycles, automobiles or other mechanical means of transportation shall be placed anywhere on the Premises or Project except for areas (if any) identified by the City from time to time. No repair, storage, overhaul or modification of any motor vehicle shall take place on or about the Premises or Project. Lessee, at his/her expense, shall keep the Premises in as good condition as it was at the beginning of the term hereof, reasonable wear and tear excepted.

6.2 Prohibited Uses. Lessee shall not use Premises for any purpose not expressly permitted hereunder. Lessee shall not (i) create, cause, maintain or permit any nuisance or waste in, on or about the Premises or permit or allow the Premises to be used for any unlawful or immoral purpose, and (ii) do or permit to be done anything in any manner which unreasonably disturbs the users of the Project or the occupants of neighboring property. Specifically, and without limiting the above, Lessee agrees not to cause any unreasonable odors, noise, vibration, power emissions or other item to emanate from the Premises. No materials or articles of any nature shall be stored outside upon any portion of the Premises.

6.3 Condition, Use of Premises. City makes no warranty or representation of any kind concerning the condition of the Premises, or the fitness of the Premises for the use intended by Lessee, and hereby disclaims any personal knowledge with respect thereto, it being expressly understood by the parties that Lessee has previously occupied the Premises, personally inspected the Premises, knows its condition, finds it fit for Lessee’s intended use, accepts it as is and has ascertained that it can be used for the limited purposes specified in Section 6.1.

6.4 Use of Adjacent Parking Lot. Lessee and its customers shall have the right to use Two (2) unreserved, unassigned parking spaces located in the City parking lot as shown on Exhibit A on a first come basis. A portion of the parking lot containing spaces equal to the total number of unreserved parking spaces made available to all of the tenants/lessees of the Building is part of the Project’s “Common Areas” (defined in Section 6.6 below).

6.5 Overloading. Lessee shall not do anything on the Premises that will cause damage to the Premises, the Building, or the Project. Lessee shall not suffer or allow the Premises to be used in any manner that will harm or impair the structural strength of the Building nor to suffer or allow to be installed or operated on the Premises, or the Building, any machinery or apparatus whose weight or vibration would harm or impair the structural strength of the Premises or the Building. Lessee shall not place a load upon the floor or roof of the Premises without the City’s prior written consent, which consent may be conditioned on moving by skilled licensed handlers, or which exceeds the load per square foot which such floor or roof was designed to carry. Business machines and mechanical equipment used by Lessee which cause vibration or noise that may be transmitted to the Building structure or -82:1547Ā.7;36893Ā0-)Ā#'% #! Ȁ--*%Ȁ#.-(Ȁ+,(&Ȁ-(,$"/$.(#,'

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to any leased space to such a degree as to be reasonably objectionable to the City or to any other tenants in the Building shall be placed and maintained by Lessee at its expense, in settings of cork, rubber, or spring-type vibration eliminators sufficient to eliminate such vibration or noise.

6.6 Common Areas.

6.6.1 The term “Common Areas” shall mean and refer to all areas within the exterior boundaries of the Project which are now or hereafter made available for general use, convenience, and benefit of the City and other persons entitled to occupy space in the Project, including, without limiting the generality of the foregoing, roofs, exterior walls, structural parts of the Building and structural floor, pipes and conduits, outside lighting fixtures (if any), automobile parking areas (if any), driveways, sidewalks, landscaped and planted areas, and HVAC and plumbing systems and similar common areas, facilities, and systems. Lessee and its employees and invitees are, except as otherwise specifically provided in this Lease, authorized, empowered, and privileged to use the Common Areas in common with other persons during the Term of this Lease. City agrees to maintain and operate, or cause to be maintained and operated (except as hereinafter provided with reference to cost of maintenance), the Common Areas at all times for the benefit and use of the customers and patrons of Lessee, and of other lessees, owners, and occupants of the Project.

6.6.2 City shall keep or cause the Common Areas to be kept in a neat, clean, and orderly condition, and shall repair any damage to the facilities thereof, but all Common Area Expenses shall be charged and prorated in the manner hereinafter set forth. “Common Area Expenses” shall include, but not be limited to, all sums expended in connection with the Common Areas for all general maintenance and repairs, resurfacing, painting, restriping, cleaning, sweeping and janitorial services; maintenance and repair of sidewalks, curbs, and Project signs; sprinkler systems, planting and landscaping (if any); lighting and other utilities; directional signs; maintenance and repair of any fire protection systems, lighting systems, storm drainage systems and other utility systems outside of the Premises; all maintenance and repair costs and expenses, except as to cost of replacement of the roof, exterior walls, structural parts of the Premises and structural floor, and pipes and conduits outside the leased Premises in the Project that furnish the leased Premises with various utilities (except to the extent that the same are the obligations of the appropriate utility company or are otherwise Lessee’s obligation pursuant to Section 7.1 or other provision of this Lease), incurred by the City pursuant to Section 7.2; personnel to implement such services; real and personal property taxes and assessments on the improvements and land comprising the Project; any governmental imposition or surcharge imposed upon the City or assessed against any portion of the Common Areas; all costs and expense pertaining to any security alarm system for the lessees in the Project (if any); depreciation on maintenance and operating machinery and equipment (if -82:1547Ā.7;36893Ā0-)Ā#'% #! Ȁ--*%Ȁ#.-(Ȁ+,(&Ȁ-(,$"/$.(#,'

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owned) and rental paid for such machinery and equipment (if rented); and adequate public liability and property damage insurance on the Common Areas.

In addition, the Common Area Expenses shall include a management fee of ten percent (10%) of the total of all other Common Area Expenses, adjusted from time to time as provided herein. The City may cause any or all of those services to be provided by an independent contractor or contractors.

6.6.3 The Common Area Expenses shall be prorated in the following manner:

(i) From and after the Commencement Date, and throughout the term hereof, Lessee shall pay to the City, on the first day of each calendar month, an amount estimated by the City to be Lessee’s share of the Common Area Expenses. The foregoing estimated monthly charge may be adjusted by the City at the end of any calendar quarter on the basis of the City’s experience and reasonably anticipated costs.

(ii) At the City’s sole election, each calendar year, the City shall furnish Lessee a statement covering the calendar quarter or year just expired, certified as correct by an authorized representative of the City, showing the total of the Common Area Expenses, the amount of Lessee’s share of the Common Area Expenses for such calendar quarter or year, and the payments made by Lessee with respect to such period as set forth in (i) above. If Lessee’s share of the Common Area Expenses exceeds Lessee’s payments so made, Lessee shall pay the City the deficiency within 10 days after receipt of such statement. If Lessee’s payments exceed Lessee’s share of the Common Area Expenses, Lessee shall be entitled to offset the excess against payments next thereafter to become due to the City as set forth in (i) above. Lessee’s share of the Common Area Expenses for the previous calendar quarter or year shall be that portion of all such expenses which is equal to the proportion thereof which the number of square feet of floor area in the Premises bears to the total number of square feet of floor area of the Building.

6.6.4 Failure of Lessee to pay any of the charges as in this Section 6.6 required to be paid shall constitute a default under the terms hereof in like manner as failure to pay Base Rent when due.

6.6.5 The City shall at all times have the right and privilege of determining the nature and extent of the Common Areas, and of making such changes therein and thereto from time to time which in its sole discretion it deems to be desirable and in the best interest of all persons using the Common Areas, including without limitation the location and relocation of driveways, entrances, exits, automobile parking spaces (if any), installation of prohibited areas, landscaped areas, utilities, and all other facilities thereof.

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6.6.6 Nothing contained herein shall be deemed to create any liability upon the City for any damage to motor vehicles of customers or employees or for loss of property from within such motor vehicles.

6.6.7 The City shall have the right to establish, and from time to time change, alter, and amend, and to enforce against Lessee and the other users of the Common Areas such reasonable rules and regulations (including the exclusion of employees’ parking therefrom) as the City in its sole discretion may deem necessary or advisable for the proper and efficient operation and maintenance of the Common Areas. The rules and regulations herein provided may include, without limitation, the hours during which the Common Areas shall be open for use.

6.6.8 City shall retain the sole and absolute discretion in the modification of the Common Areas, which may include the rearrangement, increase or decrease of the areas, and the manner in which the areas are utilized. City shall also have the right at any time and from time to time during the term hereof to exclude and restrain any person from use or occupancy thereof, excepting, however, bona fide customers, patrons, and service suppliers of Lessee, and other tenants of the City who make use of the Common Areas fully in accordance with the rules and regulations established by the City from time to time with respect thereto. The rights of Lessee hereunder in and to the Common Areas shall at all times be subject to the rights of the City, the other tenants of the Project to use the same in common with Lessee, and it shall be the duty of Lessee to keep all of the Common Areas free and clear of any obstructions created or permitted by Lessee or resulting from Lessee’s operation and permit the use of the Common Areas only for normal parking, ingress and egress by said customers, patrons, and service suppliers to and from the Building. Nothing herein shall prevent the City from allowing non-users of the Building or Project to use the parking lot for City- designated events, as long as Lessee and its customers’ rights to use the number of spaces identified in Section 6.4 during Lessee’s regular business hours is not unreasonably restricted.

6.6.9 If in the sole discretion of the City unauthorized persons are using any of the Common Areas by reason of the presence of Lessee in the Premises, Lessee, upon demand of the City, shall enforce such rights against all such unauthorized persons by appropriate proceedings. Nothing herein shall affect the rights of the City at any time to remove any such unauthorized persons from said areas or to restrain the use of any of said areas by unauthorized persons.

____________ ____________ Lessee Initials Lessee Initials

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7. MAINTENANCE AND REPAIRS.

7.1 Lessee’s Obligations. Lessee agrees at all times during the term hereof, at its own expense, to repair, replace and maintain in good and tenantable condition the Premises and every part thereof (except that portion of the Premises to be maintained by the City as hereinafter provided) and including, without limitation, the utility meters, pipes and conduits, all fixtures, air conditioning equipment and heating equipment, if any, exclusively serving the Premises and other equipment therein, including any equipment installed by Lessee which is part of said system, the storefront or storefronts, all signs, locks and closing devices, and all window sash, casement or frames, door and door frames, floor coverings, including carpeting, terrazzo or other special flooring, and all such items of repair, maintenance, allocation and improvement or reconstruction as may at any time or from time to time be required by a governmental agency having jurisdiction thereof.

Lessee shall contract with a qualified service company for the monthly maintenance of the air conditioning equipment or heating, ventilating and air conditioning equipment, as the case may be, exclusively serving the Premises, with a copy of the service contract to be furnished to the City upon execution of this Lease and a copy of any subsequent contracts to be furnished from time to time during the term of this Lease provided that, at the City’s sole election, the City may so contract directly with a qualified service company, and Lessee shall promptly reimburse the City for the full cost of same. Maintenance of all glass, both exterior and interior, is the sole responsibility of Lessee, and any glass broken shall be promptly replaced by Lessee with glass of the same kind, size and quality. Upon surrender of the Premises, Lessee shall deliver the Premises to the City in good order, condition and state of repair, but shall not be responsible for damages resulting from ordinary wear and tear.

7.2 City Obligations. Subject to the foregoing provisions and to the reimbursement by Lessee described in Section 6.6, the City shall keep and maintain in good and tenantable condition and repair the roof, exterior walls, structural parts of the Premises and structural floor, and pipes and conduits outside the Premises that furnish the Premises with various utilities (except to the extent that the same are the obligations of the appropriate utility company or are otherwise Lessee’s obligation pursuant to Section 7.1 or other provision of this Lease); provided, however, that the City shall not be required to make repairs necessitated by reason of the negligence of Lessee or anyone claiming under Lessee, by reason of failure of Lessee to perform or observe any conditions or agreements of this Lease, or by reason of alterations, additions, or improvements made by Lessee or anyone claiming under Lessee. As used in this Section, “exterior walls” shall not include storefronts, plate glass, window cases or window frames, doors or door frames, security grilles or similar enclosures. It is understood and agreed that the City shall be under no obligation to make any repairs, alterations, renewals, replacements or improvements to and upon the Premises or the mechanical equipment exclusively serving the Premises at any time except as this Lease expressly provides. Anything -82:1547Ā.7;36893Ā0-)Ā#'% #! Ȁ--*%Ȁ#.-(Ȁ+,(&Ȁ-(,$"/$.(#,'

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to the contrary contained in this Lease notwithstanding, the City shall not in any way be liable to Lessee for failure to make repairs as herein specifically required of it unless Lessee has previously notified the City, in writing, of the need for such repairs and the City has failed to commence and complete said repairs within a reasonable period of time following receipt of Lessee’s written notification.

7.3 Lessee’s Failure to Maintain. If Lessee refuses or neglects to make repairs or maintain the Premises, or any part thereof, in a manner reasonably satisfactory to the City, the City shall have the right, upon giving Lessee reasonable written notice of its election to do so, to make such repairs or perform such maintenance on behalf of and for the account of Lessee. In such event the cost of such work shall be paid by Lessee as additional rent promptly upon receipt of an invoice therefor. In addition, the City shall include a management fee on the work that was completed by the City on behalf of the Lessee, in the amount of fifteen percent (15%) that may be adjusted from time to time as provided herein.

7.4 Waiver of Legal Rights. Lessee waives the benefits of any law existing now or at any time during the term of this Lease and any extension thereof or thereafter giving Lessee rights or remedies as a result of the physical condition of the Premises, the Building, or Project and, without limitation, Sections 1932, 1933, 1941, 1941.2, 1942 and 1942.1 of the Civil Code of California and all right to make repairs at the expense of the City or to terminate this Lease as provided in those Civil Code sections or otherwise, except as expressly provided herein.

8. HAZARDOUS MATERIALS.

8.1 Compliance with Laws. Lessee shall not cause or permit any Hazardous Material (as defined below) to be brought upon, kept or used in or about the Premises or Project by Lessee, its agents, employees, contractors or invitees.

8.2 Termination of Lease. City shall have the right to terminate the Lease in City’s sole and absolute discretion in the event that (i) any anticipated use of the Premises by Lessee involves the generation or storage, use, treatment, disposal or release of Hazardous Material in a manner or for a purpose prohibited or regulated by any governmental agency, authority or Hazardous Materials laws; (ii) Lessee has been required by any lender or governmental authority to take remedial action in connection with Hazardous Material contaminating the Premises, if the contamination resulted from Lessee’s action or use of the Premises; or (iii) Lessee is subject to an enforcement order issued by any governmental authority in connection with the release, use, disposal or storage of a Hazardous Material on the Premises.

8.3 Assignment and Subletting. If (i) any anticipated use of the Premises by any proposed assignee or sublessee involves the generation or storage, use, treatment or disposal or release of Hazardous Material in a manner or for any purpose, (ii) the

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proposed assignee or sublessees has been required by any prior landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property, if the contamination resulted from such party’s action or use of the property in question, or (iii) the proposed assignee or sublessee is subject to an enforcement order issued by any governmental authority in connection with the release, use, disposal or storage of a Hazardous Material, then it shall not be unreasonable for City to withhold its consent to an assignment or subletting to such proposed assignee or sublessee.

8.4 Hazardous Materials Defined. The term “Hazardous Material(s)” shall mean any toxic or hazardous substance, material or waste or any pollutant or contaminant or infectious or radioactive material, including but not limited to, those substances, materials or wastes regulated now or in the future under any of the following statutes or regulations and any and all of those substances included within the definitions of “hazardous substances,” “hazardous waste,” “hazardous chemical substance or mixture,” “imminently hazardous chemical substance or mixture,” “ toxic substances,” “hazardous air pollutant,” “toxic pollutant” or “solid waste” in the (a) “CERCLA” or “Superfund” as amended by SARA, 42 U.S.C. Sec. 9601 et seq., (b) RCRA, 42 U.S.C. Sec. 6901 et seq., (c) CWA., 33 U.S.C. Sec. 1251 et seq., (d) CAA, 42 U.S.C. 78401 et seq., (e) TSCA, 15 U.S.C. Sec. 2601 et seq., (f) The Refuse Act of 1899, 33 U.S.C. Sec. 407, (g) OSHA, 29 U.S.C. 651 et seq. (h) Hazardous Materials Transportation Act, 49 U.S.C. Sec. 1801 et seq., (i) USDOT Table (40 CFR Part 302 and amendments) or the EPA Table (40 CFR Part 302 and amendments), (j) California Superfund, Cal. Health & Safety Code Sec. 25300 et seq., (k) Cal. Hazardous Waste Control Act, Cal. Health & Safety Code Section 25100 et seq., (l) Porter-Cologne Act, Cal. Water Code Sec. 13000 et seq., (m) Hazardous Waste Disposal Land Use Law, Cal. Health & Safety Code Sec. 25220 et seq., (n) “Proposition 65,” Cal. Health and Safety Code Sec. 25249.5 et seq., (o) Hazardous Substances Underground Storage Tank Law, Cal. Health & Safety Code Sec. 25280 et seq., (p) California Hazardous Substance Act, Cal. Health & Safety Code Sec. 28740 et seq., (q) Air Resources Law, Cal. Health & Safety Code Sec. 39000 et seq., (r) Hazardous Materials Release Response Plans and Inventory, Cal.

Health & Safety Code Secs. 25500-25541, (s) TCPA, Cal. Health and Safety Code Secs. 25208 et seq., and (t) regulations promulgated pursuant to said laws or any replacement thereof, or as similar terms are defined in the federal, state and local laws, statutes, regulations, orders or rules. Hazardous Materials shall also mean any and all other substances, materials and wastes which are, or in the future become regulated under applicable local, state or federal law for the protection of health or the environment, or which are classified as hazardous or toxic substances, materials or wastes, pollutants or contaminants, as defined, listed or regulated by any federal, state or local law, regulation or order or by common law decision, including, without limitation, (i) trichloroethylene, tetracholoethylene, perchloroethylene and other chlorinated solvents, (ii) any petroleum products or fractions thereof, (iii) asbestos, (iv) polychlorinated biphenyls, (v) flammable explosives, (vi) urea formaldehyde, and (vii) radioactive materials and waste.

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8.5 City’s Right to Perform Tests. At any time prior to the expiration of the Lease Term, City shall have the right to enter upon the Premises in order to conduct tests of water and soil and to deliver to Lessee the results of such tests to demonstrate that levels of any Hazardous Materials in excess of permissible levels has occurred as a result of Lessee’s use of the Premises. Lessee shall be solely responsible for and shall indemnify, protect, defend and hold City harmless from and against all claims, costs and liabilities including actual attorneys’ fees and costs arising out of or in connection with any removal, remediation, cleanup, restoration and materials required hereunder to return the Premises and any other property of whatever nature to their condition existing prior to the appearance of the Hazardous Materials. The testing shall be at Lessee’s expense if City has a reasonable basis for suspecting and confirms the presence of Hazardous Materials in the soil or surface or groundwater in on, under, or about the Premises or the Project, which has been caused by or resulted from the activities of Lessee, its agents, employees, contractors or invitees.

8.6 Hazardous Materials Indemnity. Lessee shall indemnify, defend (by counsel reasonably acceptable to City), protect and hold the City harmless from and against any and all claims, liabilities, penalties, forfeitures, losses and/or expenses, including, without limitation, diminution in value of the Premises or Project, damages for the loss or restriction on use of the rentable or usable space or of any amenity of the Premises or Project, damages arising from any adverse impact or marketing of the Premises or Project and sums paid in settlement of claims, response costs, cleanup costs, site assessment costs, attorneys’ fees, consultant and expert fees, judgments, administrative rulings or orders, fines, costs of death of or injury to any person or damage to any property whatsoever (including, without limitation, groundwater, sewer systems and atmosphere), arising from, or caused or resulting, either prior to or during the Lease Term, in whole or in part, directly or indirectly, by the presence or discharge in, on, under or about the Premises or Project by Lessee, Lessee’s agents, employees, licensees or invitees or at Lessee’s direction, of Hazardous Material, or by Lessee’s failure to comply with any Hazardous Materials Law, whether knowingly or by strict liability. Lessee’s indemnification obligations shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary Hazardous Materials management plan, investigation, repairs, cleanup or detoxification or decontamination of the Premises or Project, and the presence and implementation of any closure, remedial action or other required plans, and shall survive the expiration of or early termination of the Lease Term. For purposes of the indemnity provided herein, any acts or omissions of Lessee or its employees, agents, customers, sublessees, assignees, contractors or subcontractors of Lessee (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Lessee.

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9. UTILITIES.

Lessee shall pay prior to delinquency, and shall indemnify and hold the City harmless from, all costs incurred in installation, hook-up, delivery, and repair of all utilities and services whatsoever supplied to or consumed by Lessee on the Premises including, but not limited, to gas, water, sewer, electricity, telecommunications service, janitorial, garbage pickup and disposal, on-Premises landscaping installation and maintenance (if any) and other public utilities. City shall not be responsible for providing any utilities or services to Lessee whatsoever, and shall not be liable to Lessee for any interruption or failure of any utility services to the Premises from any cause whatsoever, nor shall such interruption or failure constitute a constructive eviction or give rise to a right of rent offset or abatement or affect the obligations of Lessee under this Lease in any other way whatsoever.

10. ALTERATIONS.

10.1 Alterations. Lessee shall not make any alterations to the Premises or the Building without the prior written consent of the City which consent shall not be unreasonably withheld. City shall be deemed to have reasonably withheld or withdrawn consent unless each and every proposed alteration (i) shall not, individually or in the aggregate, lessen the fair market value of the Premises or the Building, or materially affect the usefulness of the Premises or the Building, either for Lessee’s business or the business of potential successor tenants, (ii) be accompanied by all final plans and specifications with any deviation therefrom constituting a separate alteration subject to this Section 10, (iii) be constructed by a California licensed contractor and under the direction of a California licensed architect satisfactory to the City, and (iv) once consented to by the City, shall be completed expeditiously in a good and workmanlike manner, with first class quality materials, and in compliance with all applicable legal and insurance requirements, (v) shall be constructed in strict compliance with the additional conditions set forth in Section 10.4 hereof, and (vi) shall become a “Lessee Improvement” and part of the Premises and subject to this Lease, provided, at the City’s option, Lessee shall remove any such alteration and restore the Premises to their condition prior to the making of same, normal wear and tear excepted, upon the expiration or earlier termination of the term hereof. The City shall exercise its option by 30 days’ notice given no later than 30 days after such expiration or termination and, if Lessee has not so removed and restored within 30 days after the City gives said notice, Lessee shall pay the City upon demand the reasonable rental value of the Premises during the period beginning with the date immediately following said 30 days after the City gives its notice and ending with the date upon which the removal and restoration is completed and the City may, but shall not be obligated to, remove

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such alteration and restore the Premises and Lessee also shall pay the City its cost of same upon demand.

10.2 Required Alterations. Subject to Section 10.1 above, Lessee shall, at its sole cost, make any alteration, addition, or change to the Premises of any sort, substantial or insubstantial, ordinary or extraordinary, foreseeable or unforeseeable, whether structural or otherwise, as may be required by law due to the existence of, or Lessee’s use or occupancy of, the Premises or as a result of Lessee’s application for any permit or governmental approval, provided that the City may elect to make same, in which case Lessee shall reimburse the City promptly upon demand for all costs of the City’s making same.

10.3 Security for Completion. Before commencing any proposed alteration, Lessee, if requested by the City, shall furnish to the City security reasonably satisfactory to the City guaranteeing to the City the completion of the proposed alteration within a reasonable time, free and clear of all liens and, if available, all encumbrances, chattel mortgages, conditional bills of sale, security agreements and other claims and charges (other than those, if any, permitted hereunder) and in accordance with any plans and specifications theretofore approved by the City and, if required under any City encumbrance, by the City’s lender.

10.4 Additional Conditions. Lessee further covenants and agrees that no alterations will be made except in compliance with, and Lessee hereby covenants that it will comply with, each of the following provisions:

10.4.1 Before any alterations are begun, Lessee shall procure, at its own sole cost and expense, all necessary permits from all governmental authorities and shall, on demand, deliver photocopies thereof to the City;

10.4.2 All alterations shall be made in compliance and conformity with all applicable laws;

10.4.3 In making any alterations, Lessee shall not violate the terms or conditions of any insurance policy obtained or required pursuant to the provisions of this Lease affecting or relating to the Premises or any part thereof;

10.4.4 Promptly after the completion of any alterations, Lessee shall procure, at Lessee’s own sole cost and expense, all permits of governmental authorities for the completed alterations as may be required by any applicable laws, if any, and, on demand, shall promptly deliver photocopies thereof to the City; and

10.4.5 Lessee shall pay all costs, expenses and liabilities arising out of, in connection with, or by reason of, any alterations, and shall keep the Premises, Building and Project free and clear of all liens, claims and encumbrances in any way arising out of, in connection with, or by reason of, any alterations.

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or in connection with or by reason of any alterations and shall indemnify and hold the City harmless from and against, and shall reimburse the City upon demand for, all such costs, expenses and liabilities (including, without limitation, reasonable attorneys’ fees and disbursements).

10.6 Notice. If Lessee makes any alterations to the Premises as provided in this Section 10, the alterations shall not be commenced until ten (10) days after the City has received written notice from Lessee stating the date the installation of the alterations is to commence so that the City can post and record an appropriate notice of nonresponsibility at the Premises.

10.7 Manner; Cost. Any alterations by Lessee shall be made in a manner that will not interfere with the quiet enjoyment of the other tenants in the building. Lessee shall pay prior to delinquency all cost for construction done by it or caused by it to be done on the Premises as permitted by this Lease. Lessee shall also reimburse the City upon demand for all costs the City incurs in reviewing any proposed alteration, including without limitation, architect, engineer and legal fees. Upon completion of any such work, Lessee shall have recorded in the office of the County Recorder of Santa Clara County a Notice of Completion as required or permitted by law.

10.8 Mechanic’s Liens. Lessee shall keep the Premises, the Building and the Project free and clear of all mechanic’s liens resulting from construction done by or for Lessee.

10.9 Trade Fixtures. Lessee shall have the right at any time, and from time to time during the term of this Lease, at Lessee’s sole cost and expense, to install in or on the Premises such items, herein called “trade fixtures,” for use in Lessee’s trade or business as Lessee may, in its reasonable discretion, deem advisable, except that all such Lessee’s trade fixtures, furniture, furnishings, signs, and other personal property not permanently affixed to the Premises must be new when installed in, or attached to, the Premises. (All items identified on the Inventory of Fixtures, Exhibit B, shall be subject to all provisions of this Lease governing fixtures.) Any and all such trade fixtures shall remain the property of Lessee, and may be removed by Lessee at any time or times prior to the expiration or sooner termination of this Lease so long as Lessee is not in default hereunder, so long as Lessee shall immediately replace the same with similar personal property of comparable or better quality, except that Lessee shall not be obligated to replace such personal property at the expiration or earlier termination of this Lease, and Lessee shall immediately repair all damage caused by such removal and restore the Premises to substantially the condition they were in prior to the installation of such fixtures so that no trace remains of their presence at the Premises. At all times during the term of this Lease, Lessee shall maintain such trade fixtures in a good, first class condition.

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10.10 Removal. Any trade fixtures described in this Section 10 that are not removed from the Premises by Lessee on the date of expiration or sooner termination, regardless of cause, of this Lease shall be deemed abandoned by Lessee and shall automatically become the property of the City and Lessee shall hold City harmless as to all claimants with respect to same.

10.11 Insurance. In the event that Lessee shall make any permitted improvements to the Premises under the provisions of this Section 10, Lessee agrees to carry such insurance as the City may reasonably request covering any such improvements, it being expressly understood and agreed that none of such improvements shall be insured by the City under the insurance it may carry upon the Building, nor shall the City be required to reconstruct any such improvements under any circumstances whatsoever, notwithstanding the provisions of Section 13.

11. TAXES.

11.1 Personal Property Taxes. Lessee shall pay prior to delinquency all taxes, license fees and public charges assessed or levied against Lessee or Lessee’s Improvements, trade fixtures, furnishings, equipment and other personal property.

11.2 Assessments and Special Taxes. As a municipal corporation, City’s fee interest in the Project is exempt from the 1% general property tax levy and therefore property taxes will not be levied and will not be passed through to lessee or other tenants of the Project during City’s ownership of the Project. However, if and to the extent the Project or portion thereof is subject to special taxes or assessments, Lessee shall pay Lessee’s share of all such assessment and special taxes, if any, (other than possessory interest taxes on Lessee’s leasehold interest which shall be paid 100% by Lessee) which become due and payable to City on or before the later of ten (10) days prior to the delinquency thereof or three (3) days after the date on which Lessee receives a copy of the special tax or assessment bill and notice of City’s determination hereunder. Lessee’s liability to pay special taxes and assessments shall be prorated on the basis of a three hundred sixty-five (365) day year to account for any fraction or portion of a tax year included in the Lease term at the commencement or expiration of the Lease.

11.3 Revenue and Taxation Code Notice; Possessory Interest Taxes. Lessee specifically acknowledges it is familiar with §107.6 of the California Revenue and Taxation Code, realizes that a possessory interest subject to property taxes may be created, agrees to pay any such tax in full and without proration, and hereby waives any rights Lessee may have under said California Revenue and Taxation Code §107.6. City shall have no obligation to pay any possessory interest tax. No such possessory interest tax or any other tax payable by Lessee shall in any way reduce or substitute for the rent, charges or fees required to be paid as a condition of this Lease or as otherwise required by City.

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12. HOLD HARMLESS/INDEMNIFICATION.

12.1 Indemnification. To the extent permitted by law, Lessee agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, agents, volunteers, and employees from and against any claim, injury, liability, loss, cost, and/or expense or damage, however same may be caused, including all costs and reasonable attorney’s fees in providing a defense to any claim arising therefrom for which City shall become legally liable arising from Lessee’s negligent, reckless, or wrongful acts, errors, or omissions with respect to or in any way connected with this Lease. Lessee shall give City immediate notice of any claim or liability hereby indemnified against.

12.2 Waiver of Claims. Lessee waives any claims against City for injury to Lessee’s business or any loss of income therefrom, for damage to Lessee’s property, or for injury or death of any person in or about the Premises or the Project, from any cause whatsoever, except to the extent caused by City’s active negligence or willful misconduct.

13. DAMAGE, DESTRUCTION AND TERMINATION.

13.1 Uninsured Risks. If, during the Term of this Lease, the Premises or the Building are totally or partially destroyed from a risk not covered by the insurance described in Section 19.2, the City, at its option, may elect to terminate this Lease by giving notice to Lessee or may elect to restore the same. However, as to destruction which was caused by an act or omission of Lessee, its employees, agents, invitees or permittees, Lessee shall reimburse the City the full cost of the restoration of the Premises, Building shell, and all leasehold improvements therein under any circumstances. If the City elects to restore the Premises or the Building, Lessee shall be entitled to a proportionate reduction of rent while such repairs are being made. Such reduction shall be in an amount which bears the same proportion to the Base Rent as the floor area of that portion of Premises which has been damaged or is otherwise unusable by Lessee, bears to the total floor area of the Premises, except that if the damage or destruction is to more than 50% of the square footage of the Premises and Lessee ceases to occupy the Premises, such proportionate reduction shall be 100%.

13.2 Insured Risks.

13.2.1 If, during the Term of this Lease, the Premises or the Building are totally or partially destroyed from a risk covered by insurance described in Section 19.2, the City shall forthwith repair the same to substantially the same condition they were in immediately prior to the destruction and to the extent of proceeds

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received under such insurance, provided such repairs can be made within ninety (90) days under then existing law. Such destruction shall in no way annul or void this Lease, except that Lessee shall be entitled to a proportionate reduction of rent while such repairs are being made, including but not limited to the foregoing ninety days, such proportionate reduction to be equal to, and granted upon the City’s receipt of, the proceeds received by the City from any rental interruption insurance maintained by Lessee. Such reduction shall be in an amount which bears the same proportion to the minimum monthly rent as the floor area of that portion of the Premises which has been damaged or is otherwise unusable by Lessee bears to the total floor area of the Premises. If such repairs cannot be made in 90 days, the City may, at its option, make same within a reasonable time, this Lease continuing in full force and effect and the rent being proportionately reduced as aforesaid. In the event that the City does not so elect to make such repairs which cannot be made in 90 days, or such repairs cannot be made under such then existing law, this Lease shall terminate.

13.2.2 Notwithstanding any other provision of this Lease, if, at any time during the term of this Lease, the Premises or the Building are totally or partially destroyed and (i) the total cost to repair the Premises or the Building exceeds One Hundred Thousand Dollars($100,000), or (ii) twenty percent (20%) of the Building is damaged or destroyed (and whether or not any portion of the Premises is also damaged or destroyed), the City may elect to terminate this Lease by written notice to Lessee. Determination of the extent of damage or destruction and the time for effectuating repair shall be made by the City based upon written appraisals and insurance adjustment reports, and shall be final and binding on the Parties.

13.3 Extent of Obligation. Notwithstanding the foregoing, the City shall not be required to repair, reconstruct, or restore damage or destruction by fire or other cause to any portion of the Premises constructed by or for Lessee, and Lessee shall at its sole cost and expense fully restore or replace its stock in trade, trade fixtures, furniture, furnishings, equipment, and other personal property. Lessee shall commence all such replacement and restoration work promptly following the occurrence of any such damage or destruction, and shall diligently prosecute such work to completion. Lessee hereby waives any statutory rights of termination which may arise by reason of any partial or total destruction of the Premises or any part thereof. Upon termination of the Lease under any of the provisions of this Section 13, the Parties shall be released thereby from any further obligations hereunder except for obligations which, prior to the date of such termination, had already accrued, and except as provided in the following sentence. In the event of such a termination, all proceeds from Lessee’s insurance which pertain to alterations or improvements to the Premises which would otherwise become the property of the City upon expiration or termination of this Lease shall be disbursed and paid to the City.
.

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13.4 Force Majeure/Excusable Delay. Except as provided in this Lease, any act of City or Lessee required by this Lease to be done within a specified time shall be subject to Excusable Delay. Lessee’s obligation to pay Rent, however, is not excused by this Section. “Excusable Delay” means prevention, delay or stoppage due to strikes, lockouts, labor disputes, Acts of God, inability to obtain labor, materials or reasonable substitutes, governmental restrictions, governmental regulation, governmental controls, judicial orders, enemy, or hostile governmental actions, civil commotion, fire or other casualty, and other causes beyond the reasonable control of Lessee or City (excepting, however, City’s or Lessee’s financial inability), which shall excuse the performance by City or Lessee for a period equal to the prevention, delay or stoppage, except the obligations imposed with regard to rent to be paid by Lessee pursuant to this Lease. In the event any work performed by Lessee or Lessee’s contractors results in a strike, lockout, and/or labor dispute, the strike, lockout, and/or labor dispute shall not excuse the performance by Lessee of the provisions of this Lease.

13.5 Waiver. City and Lessee waive the provisions of any statutes which relate to termination of leases when leased property is destroyed and agree that such event shall be governed by the terms of this Lease.

14. SIGNS.

Lessee shall not construct, maintain or place any signs, advertising or other exterior decoration (collectively, “Signs”) upon the exterior of the Premises or Project, or modify any existing Signs, without prior written consent of City. Any Sign that Lessee has the right to place, construct or maintain shall comply with all laws at all times during the term of this Lease, and Lessee shall obtain any approval required by such law. City makes no representation with respect to Lessee’s ability to obtain such approval.

15. ASSIGNMENT AND SUBLETTING.

15.1 City’s Consent Required. Lessee shall not assign this Lease, nor any interest therein, and shall not sublet or encumber the Premises or any part thereof, nor any right or privilege appurtenant thereto, nor allow or permit any other person(s) to occupy or use the Premises, or any portion thereof, without the prior written consent of City. This Lease shall be binding upon any permitted assignee or successor of Lessee. Consent by City to one assignment, subletting, occupation or use by another person shall not be deemed to be consent to any subsequent assignment, subletting, occupation or use by another person. No assignment, subletting, or encumbrance by Lessee shall release it from or in any way alter any of Lessee’s obligations under this Lease. Any assignment, subletting, encumbrances, occupation or use contrary to the provisions of this Lease shall be void and shall constitute breach of this Lease. City may assign any of its rights hereunder without notice to Lessee.

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15.2 No Release of Lessee. No subletting or assignment as approved by City shall release Lessee of Lessee’s obligation or alter the primary liability of Lessee to pay the rent and to perform all other obligations by Lessee hereunder. The acceptance of rent by City from any other person shall not be deemed to be a waiver by City of any provision hereof. In the event of default by any approved assignee or other successor of Lessee in the performance of any of the terms hereof, City may proceed directly against Lessee without the necessity of exhausting remedies against such assignee or successor.

16. DEFAULTS; REMEDIES.

16.1 Defaults. The occurrence of any one or more of the following events shall constitute a material default or breach of this Lease by Lessee:

16.1.1 Abandonment of the Premises by Lessee as defined by California Civil Code § 1951.3;

16.1.2 Failure by Lessee to make any payment of rent or any other payment required to be made by Lessee hereunder, as and when due, where such failure shall continue for a period of ten (10) business days after written notice thereof from City to Lessee. In the event City serves Lessee with a Notice to Pay Rent or Quit pursuant to applicable Unlawful Detainer statutes, such Notice to Pay Rent or Quit shall also constitute the notice required by this subparagraph;

16.1.3 Failure by Lessee to observe or perform any of the covenants, conditions or provisions of this Lease in any material respect to be observed or performed by Lessee where such failure shall continue for a period of thirty (30) days after written notice thereof from City to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion;

16.1.4 Making by Lessee of any general arrangement or assignment for the benefit of creditors; Lessee’s becoming a “debtor” as defined in 11 U.S.C. § 101 or any successor statute thereto (unless, in the case of a petition filed against Lessee, the same is dismissed within sixty (60) days); the appointment of a bankruptcy trustee or receiver to take possession of all or substantially all of Lessee’s assets located at or on the Premises or of Lessee’s interest in this Lease where possession is not restored to Lessee within thirty (30) days; or the attachment, execution or other judicial seizure of all or substantially all of Lessee’s assets located at or on the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within thirty (30) days.

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16.2 Remedies. In the event of any material default or breach by Lessee, City may at any time thereafter, following any notice required by statute, and without limiting City in the exercise of any right or remedy which City may have by reason of such default or breach:

16.2.1 Terminate Lessee’s right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession of the Premises and all alterations to City. In such event, City shall be entitled to recover from Lessee all damages incurred by City by reason of Lessee’s default including, but not limited to, the cost of recovering possession of the Premises and alterations, expenses of reletting, including necessary renovation and alteration of the Premises and alterations, reasonable attorneys’ fees, the worth at the time of the award of the unpaid rent that had been earned at the time of termination of this Lease and the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of such award exceeds the amount of such rental loss for the same period that Lessee proves could be reasonably avoided.

16.2.2 Maintain Lessee’s right to possession, in which case this Lease shall continue in effect whether or not Lessee shall have abandoned the Premises. In such event, City shall be entitled to enforce all of City’s rights and remedies under this Lease, including the right to recover rent as it becomes due hereunder.

16.2.3 Pursue any other remedy now or hereafter available to City under the laws or judicial decisions of the State of California.

16.3 No Relief from Forfeiture after Default. Lessee waives all rights of redemption or relief from forfeiture under California Code of Civil Procedure §§ 1174 and 1179, and any other present or future law, in the event Lessee is evicted or City otherwise lawfully takes possession of the Premises by reason of any default or breach of this Lease by Lessee.

17. INTEREST ON PAST-DUE OBLIGATIONS.

Except as expressly provided herein, any amount due City when not paid when due shall bear interest at the lesser of ten percent (10%) per year or the maximum rate then allowable by law from the date due.

18. CITY’S ACCESS.

18.1 Access for Inspection. City and City’s agents shall have the right to enter the Premises at reasonable times, upon not less than twenty-four (24) hours prior notice to Lessee or less in case of an emergency), for the purpose of inspecting same, showing same to prospective purchasers, lenders, lessees or others, and making such alterations, repairs, improvements or additions to the Premises as City may -82:1547Ā.7;36893Ā0-)Ā#'% #! Ȁ--*%Ȁ#.-(Ȁ+,(&Ȁ-(,$"/$.(#,'

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deem necessary. City may at any time place on or about the Premises any ordinary “For Sale” signs and City may at any time during the last one hundred twenty (120) days of the term hereof place on or about the Premises any ordinary “For Lease” signs, all without rebate of rent or liability to Lessee.

18.2 No Warranty. Except as otherwise stated in this Lease, Lessee hereby acknowledges that neither the City nor any employees or agents of the City has made any oral or written warranties or representations to Lessee relative to the condition or use by Lessee of said Premises and Lessee acknowledges that Lessee assumes all responsibility regarding the Occupational Safety and Health Act, the legal use and adaptability of the Premises and compliance with all applicable laws and regulations in effect during the term of this Lease.

18.3 Security Measures. City shall have the right to require a reasonable security system, device, operation or plan be installed and implemented to protect the Premises or any alterations. Should City, in its sole discretion, require Lessee to install such a security system, Lessee agrees to bear the sole cost and expense of any security system, device, operation or plan and the installation and implementation thereof. Lessee shall obtain City’s prior approval before installing or implementing any security system, device, operation or plan.

19. INSURANCE.

19.1 Lessee Insurance. Lessee’s responsibility for the Premises begins immediately upon the Commencement Date and Lessee, at its sole cost and expense, and at no cost to City, shall provide and maintain in full force and effect during the entire term of this Lease insurance coverage in an amount(s) and in a form acceptable to City as set forth in Exhibit C attached hereto and incorporated herein by reference. Said policies shall be maintained with respect to Lessee’s employees, if any, and all vehicles operated on the Premises. The policies shall include the required endorsements, certificates of insurance and coverage verifications as described in Exhibit C. Lessee also agrees to secure renter’s liability insurance.

19.2 Fire Insurance on Building. City shall maintain insurance (or self-insurance through City’s joint pool coverage plan) covering the building. Lessee shall reimburse City Lessee’s pro rata share of the cost of insurance or joint pool self- insurance coverage(s) provided by the City upon delivery of the insurance (or joint pool self-insurance) premium invoice or, if otherwise requested by City, as part of the other Common Area Expenses pursuant to Section 6.6.

20. CONTRACT FOR ADMINISTRATIVE SERVICE.

To the extent that this Lease is a contract for administrative services, the City Council entered into such agreement upon recommendation of the City Manager pursuant to -82:1547Ā.7;36893Ā0-)Ā#'% #! Ȁ--*%Ȁ#.-(Ȁ+,(&Ȁ-(,$"/$.(#,'

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Section 1108 of the City’s Charter. The policy decision with respect to the services was made by the City Council and not by the City Manager.

21. DISPUTE RESOLUTION.

21.1 Unless otherwise mutually agreed to or as provided in Section 21.5, any controversies between Lessee and City regarding the construction or application of this Lease, and claims arising out of this Lease 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 Party.

21.2 The Parties may agree on one mediator. If they cannot agree on one mediator, the Party 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 Lease.

21.3 The costs of mediation shall be borne by the Parties equally.

21.4 Except as provided in Section 21.5, mediation under this section is a condition precedent to filing an action in any court. In the event of litigation arising out of any dispute related to this Lease, the Parties shall each pay their respective attorney’s fees, expert witness costs and cost of suit, regardless of the outcome of the litigation.

21.5 Nothing in this Section shall require the City to mediate any eviction, unlawful detainer, or other exercise of remedies following the expiration of the Term of this Lease as provided in Section 2 or any termination of this Lease under Section 16.

22. PAYMENTS/PARTIAL PAYMENTS.

Payments shall be effective upon receipt. City may apply any payment received from Lessee at any time against any obligation due and owing by Lessee under this Lease, regardless of any statement appearing on or referred to in any remittance from Lessee or any prior application of such payments. Acceptance by City of a partial payment of rent or other charges shall not be considered or construed to waive any right of City or affect any notice of legal proceedings, unless both Parties shall agree otherwise in writing. The receipt by City of a partial payment of any amount due to City endorsed as payment in full will be deemed to be a partial payment only, and any endorsements or statements on the check or any letter accompanying the check shall not be deemed an accord and/or satisfaction, and, notwithstanding said endorsements, City may accept and deposit said check without prejudice to its right to recover the balance. Lessee’s obligation (without prior notice or demands) to pay rent and all other amounts due hereunder shall be

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absolute and unconditional, and not subject to any abatement, set off, defense, recoupment or reduction.

23. NON-LIABILITY OF OFFICIALS AND EMPLOYEES OF THE CITY.

No official or employee of City shall be personally liable for any default or liability under this agreement.

24. NON-DISCRIMINATION.

Lessee covenants it shall not discriminate based upon race, color, creed, religion, sex, marital status, age, handicap, national origin or ancestry in any activity pursuant to this agreement.

25. CONFLICT OF INTEREST.

Lessee shall at all times avoid conflict of interest or appearance of conflict of interest in performance of this agreement.

26. MEMORANDUM OF LEASE.

Lessee shall not record this Lease or a memorandum thereof, or any other reference to this Lease, without the prior written consent of the City. Lessee, upon the request of the City, shall execute and acknowledge a Memorandum of Lease for recording in the official records of Santa Clara County. Upon termination or expiration of this Lease, Lessee shall execute and record a quitclaim deed as to its leasehold interest.

27. ESTOPPEL CERTIFICATE.

Lessee shall, from time to time, upon at least ten (10) days prior written notice from City, execute, acknowledge and deliver to City a statement in writing (i) certifying this Lease is unmodified and in full force and effect, or, if modified, stating the nature of the modification and certifying that the Lease, as modified, is in full force and effect, and the date to which the rental and other charges, if any, have been paid; and, (ii) acknowledging that there are not to Lessee’s knowledge, any defaults, or stating if any defaults are claimed, any statement may be relied upon by any prospective purchaser or encumbrancer of the Project.

28. LIENS.

Lessee agrees at its sole cost and expense to keep the Premises, Building and Project free and clear of any and all claims, levies, liens, encumbrances or attachments.

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29. RELOCATION BENEFITS WAIVER.

29.1 Relocation Laws Acknowledgement. Lessee is informed of, and is aware that following expiration or termination of this Lease, City intends to demolish the exiting Building and explore redevelopment of the Project property with other uses.

Lessee further acknowledges that under the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 USC 4601, et seq.) and its regulations (49 CFR Part 24) and the Relocation Assistance Act (Cal. Gov. Code § 7260, et seq.), as may be amended, (collectively, “Relocation Laws”) a qualifying “displaced person or business” who is displaced by a public agency-initiated redevelopment project, such as the one proposed by City, is entitled to monetary and non-monetary benefits including relocation advisory assistance, a business reestablishment payment, assistance with costs to search for a replacement location for the business, and rent differential payments to the extent the tenant’s rent in a new location is higher than the tenant’s current rent (collectively, “Potential Relocation Benefits”).

29.2 Lessee Representations and Warranties. Lessee represents and warrants to City as follows: (i)Lessee had no option or other rights to extend the term of the Prior Lease beyond September 30, 2021; (ii) Lessee’s Prior Lease terminated upon the termination of the Ground Lease and Lessee had no right to remain in occupancy of the Premises beyond the expiration dates of the Prior Lease and Ground Lease which were co-terminus; (iii) Lessee’s right to occupy the Premises under this Lease will commence following the termination of the Ground Lease and City’s acquisition of an ownership interest in the Building from the former ground lessee; (iv) Lessee is an after-acquired tenant of City and not a potential “displaced person or business” under Relocation Laws (defined below); and (v) City’s willingness to enter into this new Lease with Lessee is contingent upon Lessee’s agreement to waive Potential Relocation Benefits as provided herein . Lessee further represents and warrants to City that Lessee’s relocation from the Property upon expiration or termination of this Lease will be a result of the expiration of the Prior Lease and this Lease each of which occurred or were anticipated prior to Lessee entering into this Lease with City and therefore Lessee is not a “displaced person or business” under Relocation Laws.

29.3 Waiver and Release of All Claims. In exchange for City’s agreements under this Lease, Lessee hereby waives and releases all rights or claims that Lessee has or may have in the future against City or its elected or appointed officials, employees, agents, attorneys or consultants, or any federal or state agency which may provide funding in connection with City’s future redevelopment of the Project with other uses (collectively, the “Released Parties”) under the Relocation Laws as a result of, arising out of, or connected with Lessee’s departure from the Premises and/or the City’s redevelopment of the Project in the future, including but not limited to any claims for Potential Relocation Benefits.

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29.4 Covenant Not to Sue. Lessee covenants and agrees that it will not bring, commence, maintain or prosecute, directly or indirectly, any action at law or proceeding in equity or any legal administrative proceeding or any claim for damages or any other relief against any of the Released Parties, based in whole or in part on any claim of eligibility for Potential Relocation Benefits. The waiver and release set forth in Section 29.3 above may, and shall be plead, as a full and complete defense to, and may be used as a basis for an injunction against any action, suit or proceeding which may be instituted, prosecuted, or maintained in breach of the covenants contained in this Section 29.

By its initials below, Lessee hereby acknowledges and confirms its agreement to the waivers, releases, covenants and agreements of this Section 29. _____________ ____________
Lessee Initials Lessee Initials

30. VACATING.

Upon termination of the tenancy, Lessee shall completely vacate the Premises, Building and Project, including the removal of any and all of its personal property and fixtures (whether or not identified on the Inventory of Fixtures (Exhibit B). Before departure, Lessee shall return keys and the Premises (including Lessee Improvements) to City in good, clean and sanitary condition, reasonable wear and tear excepted. Lessee shall allow City to inspect the Premises to verify the condition of the Premises and its contents.

31. ABANDONMENT.

Lessee’s absence from the Premises for three (3) consecutive days, without prior notice, during which time rent or other charges are delinquent, shall be deemed abandonment of the Premises and a material default by Lessee entitling City to the remedies in Section 16 above, including the right to terminate this Lease. In the event of such termination, City shall be authorized to enter and take possession and to remove and dispose of the property of Lessee and its employees, agents, contractors and invitees without any liability whatsoever to City.

32. PROPRIETARY AND GOVERNMENTAL ROLES; ACTIONS BY CITY.

Except where clearly and expressly provided otherwise in this Lease, the capacity of the City in this Lease shall be as owner and lessor of property only (“Proprietary Capacity”), and any obligations or restrictions imposed by this Lease on the City shall be limited to that capacity and shall not relate to, constitute a waiver of, supersede or otherwise limit or affect its governmental capacities, including enacting laws, inspecting structures,

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reviewing and issuing permits, and all of the other legislative and administrative or enforcement functions pursuant to federal, state or local law (“Governmental Capacity”).

When acting in its Proprietary Capacity, discretionary actions may be undertaken by the City Manager or other designees as designated by the City Manager to the extent otherwise provided for in this Lease. In addition, nothing in this Lease shall supersede or waive any discretionary or regulatory approvals required to be obtained from the City under applicable law, nor guarantee that the City, in its Governmental Capacity, will grant any particular request for a license, permit or other regulatory approval. Lessee understands that the City may grant or deny such request in its sole discretion, and may impose such terms and conditions as it deems consistent with that discretion and applicable laws.

33. HOLDOVER.

Lessee has no right to retain possession of the Premises or any portion thereof beyond the expiration or termination of this Lease. In the event that Lessee holds over after the expiration of the term without executing a new lease, then such holding over shall be construed as a tenancy from month-to-month, subject to all conditions, provisions and obligations of this Lease insofar as they are applicable to a month-to-month tenancy, except that the Base Rent portion of the rent shall be increased to 150% of the amount of the Base Rent payable immediately prior to the expiration or termination of the Lease, as the case may be. Nothing contained herein shall be construed as consent of City to any holding over by Lessee.

34. NOTICES.

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

City of Santa Clara
Attention: City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Or by facsimile at (408) 241-6771

And to Lessee addressed as follows:

Lessee’s Notice Address:

Name: Victoria Arafa
Address: P.O Box 531,
Santa Clara, CA 95052
Phone: (408) 507-7553

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Notices may be served upon Lessee in person or by first class mail or by certified mail to Lessee whether or not said mailing is accepted by Lessee. If notice is sent via facsimile, a signed, hard copy of the material shall also be mailed. The workday the facsimile was sent shall control the date notice was deemed given if there is a facsimile machine generated document on the date of transmission. A facsimile transmitted after 1:00 P.M. on a Friday shall be deemed to have been transmitted on the following Monday. These addresses shall be used for service of process.

35. TIME.

Time shall be of the essence in this Lease.

36. MISREPRESENTATIONS.

Any statements submitted to City in the Application to Rent by Lessee (if applicable) are considered inducements to execute this Lease. Misrepresentations shall entitle City to terminate this Lease at any time.

37. AMENDMENTS.

It is mutually agreed that no oral Leases have been entered into and that no alteration or variation of the terms of this Lease shall be valid unless made in writing and signed by the Parties to this Lease.

38. INDEPENDENT LEGAL ADVICE.

Each Party represents and warrants to the other the following: they have carefully read this Lease, and in signing this Lease, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Lease, or have knowingly chosen not to consult legal counsel as to the matters set forth in this Lease; and, they have freely signed this Lease without any reliance upon any agreement, promise, statement or representation by or on behalf of the other party, or their respective agents, employees, or attorneys, except as specifically set forth in this Lease, and without duress or coercion, whether economic or otherwise.

39. SERVICE CHARGE.

A service charge of twenty dollars ($20.00) will be made for each check that must be resubmitted for payment.

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40. SIGNING AUTHORITY.

If this Lease is not signed by all Lessees named herein, the person actually signing warrants that he/she has the authority to sign for the others.

41. CHANGE OF LOCKS.

Lessee may install new locks on all exterior doors. Lessee shall advise City of such action and shall provide City with keys to said locks. Lessee shall also deliver to City the old locks with keys. Upon termination, Lessee shall leave new locks that shall become the property of City.

42. CAPTIONS/RECITALS.

The captions of the various sections, paragraphs and subparagraphs of this Lease are for convenience only and shall not be considered or referred to in resolving questions of interpretation. All of the recitals of this Lease, and the defined terms set forth therein, are incorporated into and made a part of this Lease by this reference.

43. REPAIRS.

Except as expressly provided in this Lease, City shall have no obligation to repair or maintain the Premises or any alterations thereto or facilities placed therein. Lessee expressly waives the benefit of any statute now or hereinafter in effect which would otherwise afford Lessee the right to make repairs at City’s expense or to terminate this Lease because of City’s failure to keep Premises in good order, condition and repair.

Lessee shall not call on City to make any improvements or repairs to said property of any kind whatsoever.

44. SURRENDER OF LEASE NOT MERGER.

The voluntary or other surrender of this lease by Lessee, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of City, terminate all or any existing subleases or subtenancies, or may, at the option of City, operate as an assignment to it of any and all such subleases or subtenancies.

45. INTEGRATED DOCUMENT; AMENDMENTS.

This Lease, including any exhibits attached hereto, embodies the entire agreement between City and Lessee and its terms and conditions. No other understanding, agreements, conversations or otherwise, with any officer, agent or employee of City prior to execution of this Lease shall affect or modify any of the terms or obligations contained in any documents comprising this Lease. Any such verbal agreement shall be considered as unofficial information and in no way binding upon City. This Lease may be modified only by a written amendment duly executed by the Parties to this Lease, pursuant to -82:1547Ā.7;36893Ā0-)Ā#'% #! Ȁ--*%Ȁ#.-(Ȁ+,(&Ȁ-(,$"/$.(#,'

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Section 37 entitled “Amendments.” All agreements with City are subject to approval of the City Council before City shall be bound thereby.

46. WAIVER.

Waiver by City of one or more conditions of performance or any breach or condition under this Lease shall not be construed as a waiver(s) of any other condition of performance or subsequent breaches or conditions. The subsequent acceptance by a Party of the performance of any obligation or duty by another Party shall not be deemed to be a waiver of any term or condition of this Lease. The exercise of any remedy, right, option or privilege hereunder by City shall not preclude City from exercising the same or any and all other remedies, rights, options and privileges hereunder and City’s failure to exercise any remedy, right, option or privilege at law or equity, or otherwise which City may have, shall not be construed as a waiver.

47. INTERPRETATIONS.

In construing or interpreting this Lease, the word “or” shall not be construed as exclusive and the word “including” shall not be limiting. The Parties agree that this Lease shall be fairly interpreted in accordance with its terms without any strict construction in favor of or against any other Party.

48. SEVERABILITY CLAUSE.

If any provision of this Lease is held to be illegal, invalid or unenforceable in full or in part, for any reason, then such provision shall be modified to the minimum extent necessary to make the provision legal, valid and enforceable, and the other provisions of this Lease shall not be affected thereby.

49. GOVERNING LAW.

This Lease shall be governed and construed in accordance with the statutes and laws of the State of California.

50. VENUE.

In the event that suit shall be brought by any Party to this Lease, the Parties agree that venue shall be exclusively vested in the state courts of the County of Santa Clara.

51. COMPLIANCE WITH LAWS.

Lessee shall not use the Premises or permit anything to be done in or about the Premises which will in any way conflict with any law, statute, zoning restriction, ordinance or governmental law or rule, regulation, or requirement, including any Hazardous Materials laws or regulations, of any duly constituted public authorities now in force or which may -82:1547Ā.7;36893Ā0-)Ā#'% #! Ȁ--*%Ȁ#.-(Ȁ+,(&Ȁ-(,$"/$.(#,'

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hereafter be enacted or promulgated, or which will subject City to any liability for injury to any person or property by reason of any business operation being conducted in or about the Premises. To the extent required due to Lessee’s specific use of the Premises, alterations of the Premises made by Lessee, or as a result of Lessee’s application for permits or authorizations, Lessee shall, at its sole cost and expense, promptly comply with all applicable laws, statutes and ordinances, governmental rules, regulations, orders, permits, licenses, approvals, authorizations, federal and state disability laws, and other requirements including the Americans with Disabilities Act (“ADA”) of 1990 (42 U.S.C. 12101 et seq.), together with any amendment thereto or regulations promulgated under any of the foregoing, and any state or local ordinances or codes enacted pursuant thereto, and with all requirements of any board or fire insurance underwriters or other similar bodies, now or hereafter constituted, relating to or affecting the condition, use, or occupancy of the Premises by Lessee, any improvements or alterations made by, on behalf of, or for Lessee, or any other Lessee acts or omissions.

The final judgment of any court of competent jurisdiction or the admission of Lessee in any action against Lessee, whether City be a party thereto or not, that Lessee has violated any laws shall be conclusive of that fact as between City and Lessee. Lessee, within ten (10) days after receipt, shall provide City with copies of any notices it receives regarding a material violation or alleged material violation of any Laws. Lessee shall also cause its agents, contractors, subcontractors, employees, customers, and subtenants to comply with all applicable laws.

52. COUNTERPARTS; ELECTRONIC SIGNATURES.

This Lease 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 signatures on this Lease, including those transmitted electronically by email or facsimile, shall be sufficient to bind the Parties.

53. ACCESSIBILITY; DISABILITY LAWS.

53.1 The Premises have not undergone an inspection by a Certified Access Specialist.

53.2 “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.”

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53.3 Since compliance with the ADA and other federal and state disability laws (collectively, “Disability Laws”) is dependent upon Lessee’s specific use of the Premises, City makes no warranty or representation as to whether or not the Premises comply with Disability Laws. In the event that Lessee’s use of the Premises requires modifications or additions to the Premises in order to be in compliance with Disability Laws, Lessee agrees to make any such necessary modifications and/or additions at Lessee’s sole cost and expense.

54. OFAC COMPLIANCE.

Lessee represents and warrants to City that Lessee is not a party with whom City is prohibited from doing business pursuant to the regulations of the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury, including those parties named on OFAC’s Specially Designated Nationals and Blocked Persons List.

Lessee is currently in compliance with, and shall at all times during the term of this Lease remain in compliance with, the regulations of OFAC and any other governmental requirement relating thereto. In the event of any violation of this section, City shall be entitled to immediately terminate this Lease and take such other actions as are permitted or required to be taken under law or in equity. LESSEE SHALL DEFEND,

INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND

ALL CLAIMS, DAMAGES, LOSSES, RISKS, LIABILITIES AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COSTS) INCURRED BY CITY ARISING FROM OR RELATED TO ANY BREACH OF THE FOREGOING CERTIFICATIONS.

These indemnity obligations shall survive the expiration or earlier termination of this Lease.

55. NO BROKERAGE.

City is represented in this transaction by Eugene Burger Management Corporation (“City’s Agent”). Brokerage fees, commissions or other payments owed to City’s Agent, if any, in connection with this Lease transaction shall be paid by City per the terms of a separate agreement between City and City’s Agent. Lessee represents and warrants to City that Lessee is represented in this transaction by Alex Ayala Sr. (“Lessee’s Agent”).

Fees, if any, payable to Lessee’s Agent, if applicable, shall be paid pursuant to separate agreement(s) between City’s Agent and Lessee’s Agent or between Lessee and Lessee’s Agent. Lessee shall indemnify and defend City from and against any claims made by Lessee’s Agent or any other person or entity purporting to represent Lessee in this transaction for any finder’s fee, brokerage fee, commission or other payment claiming through Lessee or its affiliates with respect to the execution of this Lease or the consummation of the transaction contemplated hereby.

[Remainder of page intentionally left blank]

[Signatures on next page]
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CITY OF SANTA CLARA, CALIFORNIA, a chartered California municipal corporation

Dated: ________________________
APPROVED AS TO FORM:

By:

Office of City Attorney

DEANNA J. SANTANA
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210

Fax: (408) 241-6771
“CITY”
Victoria Arafa dba Hungry Hound, a California, Sole Proprietor

Dated: _________________________
By:

(Signature of Person executing the Agreement on behalf of Lessee)
Name: Victoria Arafa
Title: Owner
Local Address: P.O Box 531
Santa Clara, CA 95052
Email Address: [email protected]
Telephone: (408) 241-2756
Fax: ( )
“LESSEE”

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___________________ [~ .. ~

Lease Agreement/ Victoria Arafa dba Hungry Hound, a California Sole proprietor Exhibit A Page 1 of 1 Rev.: 02-01-15
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COMMERCIAL PROPERTY LEASE AGREEMENT

BY AND BETWEEN

CITY OF SANTA CLARA, CALIFORNIA
AND
Victoria Arafa dba Hungry Hound, a California, Sole Proprietor

EXHIBIT A

Address: 1000 Lafayette Street, Santa Clara, CA 95050
APN: 269-22-089
Lot Size: 1.319 AC
Legal Brief Description: CITY: SANTA CLARA LOT B RECORDER'S BOOK 437 PAGE 46

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© 2017 AIR CRE. All Rights Reserved. Last Edited: 1/6/2022 3:48 PM ADD-1.03, Revised 10-22-2020 Page 1 of 1

ADDENDUM TO LEASE
Date: January 6, 2022
By and Between
Lessor: City of Santa Clara, California, a chartered municipal corporation.

Lessee: Victoria Arafa dba Hungry Hound, a California, Sole Proprietor.

Property Address: 1000 Lafayette Street Unit C, Santa Clara, CA 95050 (street address, city, state, zip)
Paragraph: 56 - 58
In the event of any con flict between the provisions of this Addendum and the printed provisions of the Lease, this Addendum shall control.

AIR CRE * h Ʃps://www.aircre.com * 213-687-8777 * [email protected] NOTICE: No part of these works may be reproduced in any form without permission in wri Ɵng.

56. This Addendum takes effect on October 1, 2021.

57. Rent Schedule:

Monthly Base Rent shall be adjusted as follows:

A. Year 1 - $2,540.00 per month + NNN (CAM)
Year 2 - $2,540.00 per month + NNN (CAM)

58. Lessee agrees to pay $7,620.00 for the months of October 2021, November 2021, and December 2021 prior to execution of this Lease agreement. -82:1547Ā.7;36893Ā0-)Ā#'% #! Ȁ--*%Ȁ#.-(Ȁ+,(&Ȁ-(,$"/$.(#,' AIRCRE
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Lease Agreement/ Victoria Arafa dba Hungry Hound, a California Sole Proprietor Exhibit B Page 1 of 1 Rev.: 02-01-15
OAK #4822-6577-3562 v9

COMMERCIAL PROPERTY LEASE AGREEMENT

BY AND BETWEEN

CITY OF SANTA CLARA, CALIFORNIA
AND
Victoria Arafa dba Hungry Hound, a California, Sole Proprietor

EXHIBIT B

INVENTORY OF FIXTURES

1. 12 – Tables

2. 14 – Bench Seats

3. 05 – Bar Seats

4. 16 – Chairs

5. 02 - Soda Refrigerators

6. 02 – Flat Screen T.V

7. 01 – Commercial Coffee maker

8. 01 – Milkshake machine

9. 01 - Fountain Soda Machine

10. 05 - Wire Racks

11. 01 – Commercial cutting Board, Condiment.

12. 02 – Commercial Deep Fryer

13. 02 – Commercial Stove Tops

14. 02 – Freezers

15. 02 – Meat Slicers

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Lease Agreement/ Victoria Arafa dba Hungry Hound, a California, Sole Proprietor Exhibit C Page 1 of 2 Rev.: 02-01-15
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COMMERCIAL PROPERTY LEASE AGREEMENT

BY AND BETWEEN

CITY OF SANTA CLARA, CALIFORNIA
AND
Victoria Arafa dba Hungry Hound, a California, Sole Proprietor

EXHIBIT C

INSURANCE REQUIREMENTS

Lessee shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the Lessee’s operation and use of the leased premises. The cost of such insurance shall be borne by the Lessee.

A. MINIMUM SCOPE AND LIMIT OF INSURANCE

Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Workers’ Compensation Insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease. (This applies to lessees with employees).

3. Property insurance against all risks of loss to any tenant improvements or betterments, at full replacement cost with no coinsurance penalty provision.

If the Lessee maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Lessee. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

B. OTHER INSURANCE PROVISIONS:

The insurance policies are to contain, or be endorsed to contain, the following provisions:

1. Additional Insured Status: The City, its offi cers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Lessee including materials, parts, or -82:1547Ā.7;36893Ā0-)Ā#'% #! Ȁ--*%Ȁ#.-(Ȁ+,(&Ȁ-(,$"/$.(#,'

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equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Lessee’s insurance (at least as broad as ISO Form CG 20 10).

2. Primary Coverage: For any claims related to this contract, the Less ee’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self- insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Lessee’s insurance and shall not contribute with it.

3. Legal Liability Coverage: The property ins urance is to be endorsed to include Legal Liability Coverage (ISO Form CP 00 40 04 02 or equivalent) with a limit equal to the replacement cost of the leased property.

4. Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.

5. Waiver of Subrogation: Lessee hereby grants to City a waiver of any right to subrogation which any insurer of said Lessee may acquire against the City by virtue of the payment of any loss under such insurance. Lessee agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

6. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A: VII, unless otherwise acceptable to the City.

7. Self-Insured Retentions: Self-insured retenti ons must be declared to and approved by the City. The City may require the Lessee to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.

8. Verification of Coverage: Lessee shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before occupying the premises. However, failure to obtain the required documents prior to the work beginning shall not waive the Lessee’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.

9. Special Risks or Circumstances: City reserves the right to modify these requirements at any time, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

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© 2019 AIR CRE. All Rights Reserved. Last Edited: 5/24/2022 10:44 AM AD-3.01, Revised 10-22-2020 Page 1 of 4
When you enter into a discussion with a real estate agent regarding a real estate transacƟon, you should from the outset understand what type of agency relaƟonship or representaƟon you wish to have with the agent in the transacƟon.

A Seller's agent under a lis Ɵng agreement with the Seller acts as the agent for the Seller only. A Seller's agent or a subagent of that agent has the following a ffirmaƟve obligaƟons:

To the Seller: A fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Seller .

To the Buyer and the Seller:
(a) Diligent exercise of reasonable skill and care in performance of the agent's duƟes. (b) A duty of honest and fair dealing and good faith.
(c) A duty to disclose all facts known to the agent materially affecƟng the value or desirability of the property that are not known to, or within the diligent aƩenƟon and observaƟon of, the parƟes.

An agent is not obligated to reveal to either party any confidenƟal informaƟon obtained from the other party that does not involve the affirmaƟve duƟes set forth above.

A Buyer's agent can, with a Buyer's consent, agree to act as agent for the Buyer only. In these situaƟons, the agent is not the Seller's agent, even if by agreement the agent may receive compensaƟon for services rendered, either in full or in part from the Seller . An agent acƟng only for a Buyer has the following affirmaƟve obligaƟons:

To the Bu ye r : Afiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Buyer.

T o the Buyer and the Seller:
(a) Diligent exercise of reasonable skill and care in performance of the agent's du Ɵes. (b) A duty of honest and fair dealing and good faith.
(c) A duty to disclose all facts known to the agent materially affecƟng the value or desirability of the property that are not known to, or within the diligent aƩenƟon and observaƟon of, the parƟes.

An agent is not obligated to reveal to either party any con fidenƟal informaƟon obtained from the other party that does not involve the a ffirmaƟve duƟes set forth above.

A real estate agent, either ac Ɵng directly or through one or more salesperson and broker associates, can legally be the agent of both the Seller and the Buyer in a transacƟon, but only with the knowledge and consent of both the Seller and the Buyer .

In a dual agency situaƟon, the agent has the following affirmaƟve obligaƟons to both the Seller and the Buyer:
(a) A fiduciary duty of utmost care, integrity ,honesty and loyalty in the dealings with either the Seller or the Buyer . (b) Other duƟes to the Seller and the Buyer as stated above in their respecƟve secƟons.

In represenƟng both Seller and Buyer, a dual agent may not, without the express permission of the respec Ɵve party, disclose to the other party con fidenƟal informaƟon, including, but not limited to, facts rela Ɵng to either the Buyer's or Seller's financial posiƟon, moƟ vaƟons, bargaining posiƟon, or other personal informaƟon that may impact price, including the Seller's willingness to accept a price less than the lis Ɵng price or the Buyer's willingness to pay a price greater than the price offered.

Either the purchase agreement or a separate document will contain a confirmaƟon of which agent is represenƟng you and whether that agent is represenƟng you exclusively in the transacƟon or acƟng as a dual agent. Please pay aƩenƟon to that confirmaƟon to make sure it accurately reflects your understanding of your agent’s role. The above duƟes of the agent in a real estate transacƟon do not relieve a Seller or Buyer from the responsibility to protect his or her own interests. You should carefully read all agreements to assure that they adequately express your understanding of the transac Ɵon. A real estate agent is a person quali fied to advise about real estate. If legal or tax advice is desired, consult a competent professional. If you are a Buyer, you have the duty to exercise reasonable care to pro tect yourself, including as to those facts about the property which are known to you or within your diligent a ƩenƟon and observa Ɵon. Both Sellers and Buyers should strongly consider obtaining tax advice from a competent professional because the federal and state tax consequences of a transacƟon can be complex and subject to change.

Throughout your real property transacƟon you may receive more than one disclosure form, depending upon the number of agents assisƟng in the transacƟon. The law requires each agent with whom you have more than a casual relaƟonship to present you with this disclosure form. Yo ushould read its contents each Ɵme it is presented to you, considering the relaƟonship between you and the real estate agent in your specific transacƟon. This disclosure form includes the provisions of SecƟons 2079.13 to 2079.24, inclusive, of the Civil Code set forth on page 2. Read it carefully. I/WE ACKNOWLEDGE RECEIPT OF A COPY OF THIS DISCLOSURE AND THE PORTIONS OF THE CIVIL CODE PRINTED ON THE BACK (OR A SEP ARATE P AGE).

Buyer

DISCLOSURE REGARDING REAL ESTATEAGENCY RELATIONSHIP
(As required by the Civil Code)

SELLER'S AGENT

BUYER'S AGENT

AGENT REPRESENTING BOTH SELLER AND BUYER

SELLER AND BUYER RESPONSIBILITIES
Seller Lessor Lessee Uyen H P Le, a California Sole
Proprietor Date:

Buyer Seller Lessor Lessee City of Santa Clara, California, a chartered municipal corporation Date:

Agent: Eugene Burger Management Corporation DRE Lic. #: 01183885 Real Estate Broker (Firm)
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INITIALS INITIALS
© 2019 AIR CRE. All Rights Reserved. Last Edited: 5/24/2022 10:44 AM AD-3.01, Revised 10-22-2020 Page 2 of 4
By: Alex Ayala Sr. DRE Lic. #: 02054907 Date:
(Salesperson or Broker-Associate)
THIS FORM HAS BEEN PREPARED BY AIR CRE. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ADEQUACY OF THIS FORM FOR ANY SPECIFIC TRANSACTION. PLEASE SEEK LEGAL COUNSEL AS TO THE APPROPRIATENESS OF THIS FORM. .93;2658Ā/8<479:4Ā1.*Ā' #0.)$Ȁ/0-&Ȁ$%(0Ȁ+-!0Ȁ0-",$(#.!'+% 


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© 2019 AIR CRE. All Rights Reserved. Last Edited: 5/24/2022 10:44 AM AD-3.01, Revised 10-22-2020 Page 3 of 4

DISCLOSURE REGARDINGREAL ESTATEAGENCY RELATIONSHIP
CIVIL CODE SECTIONS 2079.13 THROUGH 2079.24 (2079.16 APPEARS ON THE FRONT) 2079.13. As used in SecƟons 2079.7 and 2079.14 to 2079.24, inclusive, the following terms have the following meanings:
(a) “Ag en t ”means a person acƟng under provisions of Title 9 (commencing with SecƟon 2295) in a real property transacƟon, and includes a person who is licensed as a real estate broker under Chapter 3 (commencing with SecƟon 10130) of Part 1 of Division 4 of the Business and Professions Code, and under whose license a lisƟng is executed or an offer to purchase is obtained. The agent in the real property transacƟon bears responsibility for that agent’ssalespersons or broker associates who perform as agents of the agent. When a salesperson or broker associate owes a duty to any principal, or to any buyer or seller who is not a principal, in a re al property transacƟon, that duty is equivalent to the duty owed to that party by the broker for whom the salesperson or broker associate funcƟons. (b) “Buyer” means a transferee in a real property transac Ɵon, and includes a person who executes an o ffer to purchase real property from a seller through an agent, or who seeks the services of an agent in more than a casual, transitory, or preliminary manner, with the object of entering into a real property transacƟon. “Buyer” includes vendee or lessee of real property. (c) “Commercial real property” means all real property in the state, except (1) single-family residenƟal real property, (2) dwelling units made subject to Chapter 2 (commencing with SecƟon 1940) of Title 5, (3) a mobile home, as defined in SecƟon 798.3, (4) vacant land, or (5) a recreaƟonal vehicle, as defined in SecƟon 799.29. (d) “Dual agent” means an agent acƟng, either directly or through a salesperson or broker associate, as agent for both the seller and the buyer in a real property transac Ɵon. (e) “LisƟng agreement” means a wri Ʃen contract between a seller of real property and an agent, by which the agent has been authorized to sell the real property or to find or obtain a buyer, including rendering other services for which a real estate license is required to the seller pursuant to the terms of the agreement. (f) “Seller's agent” means a person who has obtained a lisƟng of real property to act as an agent for compensaƟon. (g) “LisƟng price” is the amount expressed in dollars speci fied in the lis Ɵng for which the seller is willing to sell the real property through the seller’s agent. (h) “Offering price” is the amount expressed in dollars specified in an offer to purchase for which the buyer is willing to buy the real property. (i) “Offer to purchase” means a wriƩen contract executed by a buyer acƟng through a buyer’sagent that becomes the contract for the sale of the real property upon acceptance by the seller. (j) “Real property” means any estate specified by subdivision (1) or (2) of SecƟon 761 in property, and includes (1) single-family residenƟal property, (2) mulƟ-unit residenƟal property with more than four dwelling units, (3) commercial real property, (4) vacant land, (5) a ground lease coupled with improvements, or (6) a manufactured home as defined in Sec Ɵon 18007 of the Health and Safety Code, or a mobile home as de fined in Sec Ɵon 18008 of the Health and Safety Code, when o ffered for sale or sold through an agent pursuant to the authority contained in Sec Ɵon 10131.6 of the Business and Professions Code. (k) “Real property transacƟon” means a transac Ɵon for the sale of real property in which an agent is retained by a buyer, seller, or both a buyer and seller to act in that transac Ɵon, and includes a lis Ɵng or an o ffer to purchase. (l) “Sell,” “sale,” or “sold” refers to a transacƟon for the transfer of real property from the seller to the buyer and includes exchanges of real property between the seller and buyer ,transacƟons for the creaƟon of a real property sales contract within the meaning of SecƟon 2985, and transacƟons for the creaƟon of a leasehold exceeding one year’sduraƟon. (m) “Seller” means the transferor in a real property transacƟon and includes an owner who lists real property with an agent, whether or not a transfer results, or who receives an o ffer to purchase real property of which he or she is the owner from an agent on behalf of another . “Seller” includes both a vendor and a lessor of real property. (n) “Buyer's agent” means an agent who represents a buyer in a real property transac Ɵon. 2079.14. A seller’sagent and buyer’sagent shall provide the seller and buyer in a real property transacƟon with a copy of the disclosure form specified in SecƟon 2079.16, and shall obtain a signed acknowledgment of receipt from that seller and buyer, except as provided in SecƟon 2079.15, as follows: (a) The seller’sagent, if any, shall provide the disclosure form to the seller prior to entering into the lisƟng agreement. (b) The buyer’sagent shall provide the disclosure form to the buyer as soon as pracƟcable prior to execuƟon of the buyer’s offer to purchase. If the o ffer to purchase is not prepared by the buyer’s agent, the buyer’s agent shall present the disclosure form to the buyer not later than the next business day a Ōer receiving the o ffer to purchase from the buyer . 2079.15. In any circumstance in which the seller or buyer refuses to sign an acknowledgment of receipt pursuant to SecƟon 2079.14, the agent shall set forth, sign, and date a wriƩen declaraƟon of the facts of the refusal. 2079.16 Reproduced on Page 1 of this AD form.
2079.17(a) As soon as prac Ɵcable, the buyer’s agent shall disclose to the buyer and seller whether the agent is ac Ɵng in the real property transac Ɵon as the buyer’s agent, or as a dual agent represen Ɵng both the buyer and the seller . This rela Ɵonship shall be con firmed in the contract to purchase and sell real property or in a separate wriƟng executed or acknowledged by the seller, the buyer ,and the buyer’sagent prior to or coincident with execuƟon of that contract by the buyer and the seller, respecƟvely. (b) As soon as pracƟcable, the seller’sagent shall disclose to the seller whether the seller’sagent is acƟng in the real property transacƟon as the seller’sagent, or as a dual agent represenƟng both the buyer and seller. This relaƟonship shall be confirmed in the contract to purchase and sell real property or in a separate wriƟng executed or acknowledged by the seller and the seller’sagent prior to or coincident with the execuƟon of that contract by the seller . (C) CONFIRMATION: The following agency relaƟonships are confirmed for this transacƟon.

Seller's Brokerage Firm DO NOT COMPLETE, SAMPLE ONLY License Number Is the broker of (check one):† the seller; or† both the buyer and seller. (dual agent) Seller's Agent DO NOT COMPLETE, SAMPLE ONLY License Number Is (check one):† the Seller's Agent. (salesperson or broker associate); or† both the Buyer's Agent and the Seller's Agent. (dual agent) Buyer's Brokerage Firm DO NOT COMPLETE, SAMPLE ONLY License Number Is the broker of (check one):† the buyer; or† both the buyer and seller. (dual agent) Buyer's Agent DO NOT COMPLETE, SAMPLE ONLY License Number Is (check one):† the Buyer's Agent. (salesperson or broker associate); or† both the Buyer's Agent and the Seller's Agent. (dual agent) (d) The disclosures and confirmaƟon required by this secƟon shall be in addiƟon to the disclosure required by SecƟon 2079.14. An agent’sduty to provide disclosure and confirmaƟon of representaƟon in this secƟon may be performed by a real estate salesperson or broker associate affiliated with that broker . 2079.18 (Repealed pursuant to AB-1289, 2017-18 California Legisla Ɵve session) 2079.19 The payment of compensaƟon or the obligaƟon to pay compensaƟon to an agent by the seller or buyer is not necessarily determinaƟve of a parƟcular agency relaƟonship between an agent and the seller or buyer .A lisƟng agent and a selling agent may agree to share any compensaƟon or commission paid, or any right to any compensaƟon or commission for which an obliga Ɵon arises as the result of a real estate transac Ɵon, and the terms of any such agreement shall not necessarily be determinaƟve of a parƟcular relaƟonship.
2079.20 Nothing in this arƟcle prevents an agent from selecƟng, as a condiƟon of the agent’semployment, a specific form of agency relaƟonship not specifically .93;2658Ā/8<479:4Ā1.*Ā' #0.)$Ȁ/0-&Ȁ$%(0Ȁ+-!0Ȁ0-",$(#.!'+% ,608/325Ā-5914671Ā.,)Ā #' $$!"Ȁ% ,%Ȁ$(%*Ȁ+(&(Ȁ#!!**### *,"

________ ________
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INITIALS INITIALS
© 2019 AIR CRE. All Rights Reserved. Last Edited: 5/24/2022 10:44 AM AD-3.01, Revised 10-22-2020 Page 4 of 4
prohibited by this arƟcle if the requirements of Sec Ɵon 2079.14 and Sec Ɵon 2079.17 are complied with. 2079.21 (a) A dual agent may not, without the express permission of the seller ,disclose to the buyer any confidenƟal informaƟon obtained from the seller.(b) A dual agent may not, without the express permission of the buyer ,disclose to the seller any confidenƟal informaƟon obtained from the buyer .(c) “ConfidenƟal informaƟon” means facts relaƟng to the client’sfinancial posiƟon, moƟvaƟons, bargaining posiƟon, or other personal informaƟon that may impact price, such as the seller is willing to accept a price less than the lis Ɵng price or the buyer is willing to pay a price greater than the price o ffered. (d) This secƟon does not alter in any way the duty or responsibility of a dual agent to any principal with respect to con fidenƟal informaƟon other than price. 2079.22 Nothing in this arƟcle precludes a seller’sagent from also being a buyer’sagent. If a seller or buyer in a transacƟon chooses to not be represented by an agent, that does not, of itself, make that agent a dual agent. 2079.23 (a) A contract between the principal and agent may be modi fied or altered to change the agency rela Ɵonship at any Ɵme before the performance of the act which is the object of the agency with the wri Ʃen consent of the par Ɵes to the agency rela Ɵonship. (b) Al e n d e ro r a na u cƟon company retained by a lender to control aspects of a transacƟon of real property subject to this part, including validaƟng the sales price, shall not require, as a condiƟon of receiving the lender’s approval of the transacƟon, the homeowner or lisƟng agent to defend or indemnify the lender or aucƟon company from any liability alleged to result from the acƟons of the lender or aucƟon company. Any clause, provision, covenant, or agreement purporƟng to impose an obligaƟon to defend or indemnify a lender or an aucƟon company in violaƟon of this subdivision is against public policy, void, and unenforceable. 2079.24 Nothing in this arƟcle shall be construed to either diminish the duty of disclosure owed buyers and sellers by agents and their associate licensees, subagents, and employees or to relieve agents and their associate licensees, subagents, and employees from liability for their conduct in connecƟon with acts governed by this arƟcle or for any breach of a fiduciary duty or a duty of disclosure.

AIR CRE * hƩps://www.aircre.com * 213-687-8777 * [email protected] NOTICE: No part of these works may be reproduced in any form without permission in wriƟng. .93;2658Ā/8<479:4Ā1.*Ā' #0.)$Ȁ/0-&Ȁ$%(0Ȁ+-!0Ȁ0-",$(#.!'+% ,608/325Ā-5914671Ā.,)Ā #' $$!"Ȁ% ,%Ȁ$(%*Ȁ+(&(Ȁ#!!**### *,"

Lease Agreement/ Uyen H P Le, a California Sole Proprietor. Page 1 of 33 Rev.: 02-01-15
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COMMERCIAL PROPERTY LEASE AGREEMENT

BY AND BETWEEN

CITY OF SANTA CLARA, CALIFORNIA
AND
Uyen H P Le, a California Sole Proprietor

This lease agreement (“Lease”) is dated May 25, 2022 and is by and between the City of Santa Clara, California, a chartered California municipal corporation (“City”) and Uyen H P Le, a California Sole Proprietor (“Lessee”). City and Lessee may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Lease.” The City Manager serves as Contract Administrator for this Lease on behalf of the City Council.

RECITALS:

A. Lessee previously leased the Premises (as defined below) pursuant to one or more prior leases, including without limitation Uyen H P Le, a California Sole Proprietor the Net Shopping Center Lease, with N/A (“Prior Landlord”), dated which expired on September 30, 2021 (collectively, “Prior Lease”). The Prior Lease was in turn a sublease under a ground lease between the Prior Landlord as lessee and the City as lessor for the land underlying the Project (as defined below), which also expired on September 30, 2021 (“Ground Lease”).

B. Effective of the termination of the Prior Lease, the City became the sole owner of the Project, free and clear of the Prior Lease. Nevertheless, the Parties have agreed to enter into a new lease on the terms herein.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, stipulated and agreed, Lessee and City mutually agree as follows:

AGREEMENTS:

LEASE PROVISIONS

1. PREMISES; BUILDING AND PROJECT.

1.1 General. City hereby leases to Lessee, and Lessee hires from City, certain real property located in the City of Santa Clara, County of Santa Clara, State of California, commonly known as Suite D consisting of approximately 1424 square feet (the “Premises”) in that certain approximately 9941 square foot building at 1000 Lafayette Street, Santa Clara, California, 95050 (the “Building”), located on an approximately 1.33 acre parcel (collectively, including the Building, the “Project”), all as more particularly described or identified in Exhibit A attached hereto and incorporated herein by reference. The Project excludes, and Lessee is the .93;2658Ā/8<479:4Ā1.*Ā' #0.)$Ȁ/0-&Ȁ$%(0Ȁ+-!0Ȁ0-",$(#.!'+%,608/325Ā-5914671Ā.,)Ā #' $$!"Ȁ% ,%Ȁ$(%*Ȁ+(&(Ȁ#!!**### *," Lease Agreement/ Uyen H P Le, a California Sole Proprietor. Page 2 of 33 Rev.: 02-01-15
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sole owner of, the items identified on the Inventory of Fixtures set forth in Exhibit B attached hereto and incorporated herein by reference.

1.2 Pro Rata Share. Lessee’s pro rata share (“Pro Rata Share”) is percent 14.32% which represents the percentage that the rentable area of the Premises bears to the total rentable area of the building.

2. TERM; COMMENCEMENT DATE.

The term of this Lease shall be for Fourteen (14) Months commencing at 12:01 am on July 1, 2022 (“Commencement Date”) and ending on September 30, 2023_. Lessee shall, at the expiration of the term of this lease, or upon its earlier termination, surrender the Premises in as good condition as it is now at the date of this lease, reasonable wear and tear excepted. City shall have the right, upon the termination of the term or upon a breach, to enter the Premises and take possession of it.

3. RENT.

3.1 Base Rent. Lessee shall pay base rent (“Base Rent”) in the amount of Two Thousand Dollars ($2,000.00) per month. All rent, including Base Rent, shall be paid in lawful money of the United States of America without deduction or offset. Base Rent shall be payable on the first day of each and every month commencing on the Commencement Date, at a place (or places) as may be designated in writing from time to time by City.

3.2 Late Charge. Lessee acknowledges late payment by Lessee to City of rent will cause City to incur costs not contemplated by this Lease, the exact amount of such costs being extremely difficult and impracticable to fix. Such costs include, without limitation, processing, accounting and late charges that may be imposed on City.

Therefore, if City does not receive any installment of rent due from Lessee within ten (10) days after the date such rent is due, Lessee shall pay to City an additional sum of ten percent (10%) of the overdue rent as a late charge. The parties agree this late charge represents a fair and reasonable estimate of the costs City will incur by reason of late payment by Lessee. Acceptance of any late charge shall not constitute a waiver of Lessee’s default with respect to the overdue amount, nor prevent City from exercising any of the other rights and remedies available to City.

3.3 Rent. The term “Rent” as used in this Lease shall mean Base Rent and any other amounts owing from Lessee to the City pursuant to this Lease.

.93;2658Ā/8<479:4Ā1.*Ā' #0.)$Ȁ/0-&Ȁ$%(0Ȁ+-!0Ȁ0-",$(#.!'+%,608/325Ā-5914671Ā.,)Ā #' $$!"Ȁ% ,%Ȁ$(%*Ȁ+(&(Ȁ#!!**### *," Lease Agreement/ Uyen H P Le, a California Sole Proprietor. Page 3 of 33 Rev.: 02-01-15
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4. SECURITY DEPOSIT.

Lessee has tendered to City an amount of Two Thousand Dollars ($2,000.00) as a security deposit. City may use these funds as are reasonably necessary to remedy any Lessee breach(s) or default(s) under this Lease, including without limitation in the payment of rent, to repair damages caused by Lessee, or expenses incurred to clean the Premises upon termination of tenancy. If any portion of the security deposit is used towards rent or damages at City’s sole discretion, Lessee agrees to reinstate said total security deposit upon receipt of five (5) days written notice. Any remaining balance of the security deposit shall be returned by City to Lessee at such time after termination of this Lease that all of Lessee’s obligations under this Lease have been fulfilled, reduced by such amounts as may be required by City to remedy defaults on the part of Lessee in the payment of Rent or other obligations of Lessee under this Lease, to repair damage to the Premises, Building, or Project caused by Lessee and to clean the Premises. City may use and co-mingle the security deposit with other funds of City. Lessee hereby waives the provisions of the California Civil Code section 1950.7, and all other provisions of any laws, now or hereinafter in force, which restricts the amount or types of claim that a landlord may make upon a security deposit or imposes upon a landlord (or its successors) any obligation with respect to the handling or return of security deposits.

5. DUTIES OF LESSEE.

5.1 Lessee shall not use the image of the Premises or Project, the name of City or any other identifying sign or symbol associated with the Premises or Project or City to undertake any action or representation than those specifically assigned to Lessee as a duty under this Lease.

5.2 Lessee shall protect and maintain the Premises. Lessee shall assume the responsibility for the guarding and safekeeping of all personal property located at the Premises.

5.3 Lessee shall not make any interior renovation or remodeling or make any major changes to the Premises or remove any objects, which are not the property of Lessee without the prior written consent of the City Manager or her designee.

6. USE OF PREMISES/COMMON AREAS.

6.1 Permitted Uses. Lessee shall use the Premises solely as Restaurant food serving and for no other purpose. Without limiting the foregoing, Lessee agrees not to use or permit use of the Premises for any unlawful purpose, and not to commit or permit any waste or nuisance in or about the Premises. Lessee will not use Premises in a manner that increases the risk of fire, cost of fire insurance or improvements thereon. No unreasonable sign or placard shall be painted, inscribed or placed in or on or about the Premises or Project; and no tree or shrub thereon (if any) shall be

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destroyed or removed or other waste committed of said Premises or Project. No bicycles, motorcycles, automobiles or other mechanical means of transportation shall be placed anywhere on the Premises or Project except for areas (if any) identified by the City from time to time. No repair, storage, overhaul or modification of any motor vehicle shall take place on or about the Premises or Project. Lessee, at his/her expense, shall keep the Premises in as good condition as it was at the beginning of the term hereof, reasonable wear and tear excepted.

6.2 Prohibited Uses. Lessee shall not use Premises for any purpose not expressly permitted hereunder. Lessee shall not (i) create, cause, maintain or permit any nuisance or waste in, on or about the Premises or permit or allow the Premises to be used for any unlawful or immoral purpose, and (ii) do or permit to be done anything in any manner which unreasonably disturbs the users of the Project or the occupants of neighboring property. Specifically, and without limiting the above, Lessee agrees not to cause any unreasonable odors, noise, vibration, power emissions or other item to emanate from the Premises. No materials or articles of any nature shall be stored outside upon any portion of the Premises.

6.3 Condition, Use of Premises. City makes no warranty or representation of any kind concerning the condition of the Premises, or the fitness of the Premises for the use intended by Lessee, and hereby disclaims any personal knowledge with respect thereto, it being expressly understood by the parties that Lessee has previously occupied the Premises, personally inspected the Premises, knows its condition, finds it fit for Lessee’s intended use, accepts it as is and has ascertained that it can be used for the limited purposes specified in Section 6.1.

6.4 Use of Adjacent Parking Lot. Lessee and its customers shall have the right to use Two (2) unreserved, unassigned parking spaces located in the City parking lot as shown on Exhibit A on a first come basis. A portion of the parking lot containing spaces equal to the total number of unreserved parking spaces made available to all of the tenants/lessees of the Building is part of the Project’s “Common Areas” (defined in Section 6.6 below).

6.5 Overloading. Lessee shall not do anything on the Premises that will cause damage to the Premises, the Building, or the Project. Lessee shall not suffer or allow the Premises to be used in any manner that will harm or impair the structural strength of the Building nor to suffer or allow to be installed or operated on the Premises, or the Building, any machinery or apparatus whose weight or vibration would harm or impair the structural strength of the Premises or the Building. Lessee shall not place a load upon the floor or roof of the Premises without the City’s prior written consent, which consent may be conditioned on moving by skilled licensed handlers, or which exceeds the load per square foot which such floor or roof was designed to carry. Business machines and mechanical equipment used by Lessee which cause vibration or noise that may be transmitted to the Building structure or .93;2658Ā/8<479:4Ā1.*Ā' #0.)$Ȁ/0-&Ȁ$%(0Ȁ+-!0Ȁ0-",$(#.!'+%,608/325Ā-5914671Ā.,)Ā #' $$!"Ȁ% ,%Ȁ$(%*Ȁ+(&(Ȁ#!!**### *," Lease Agreement/ Uyen H P Le, a California Sole Proprietor. Page 5 of 33 Rev.: 02-01-15
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to any leased space to such a degree as to be reasonably objectionable to the City or to any other tenants in the Building shall be placed and maintained by Lessee at its expense, in settings of cork, rubber, or spring-type vibration eliminators sufficient to eliminate such vibration or noise.

6.6 Common Areas.

6.6.1 The term “Common Areas” shall mean and refer to all areas within the exterior boundaries of the Project which are now or hereafter made available for general use, convenience, and benefit of the City and other persons entitled to occupy space in the Project, including, without limiting the generality of the foregoing, roofs, exterior walls, structural parts of the Building and structural floor, pipes and conduits, outside lighting fixtures (if any), automobile parking areas (if any), driveways, sidewalks, landscaped and planted areas, and HVAC and plumbing systems and similar common areas, facilities, and systems. Lessee and its employees and invitees are, except as otherwise specifically provided in this Lease, authorized, empowered, and privileged to use the Common Areas in common with other persons during the Term of this Lease. City agrees to maintain and operate, or cause to be maintained and operated (except as hereinafter provided with reference to cost of maintenance), the Common Areas at all times for the benefit and use of the customers and patrons of Lessee, and of other lessees, owners, and occupants of the Project.

6.6.2 City shall keep or cause the Common Areas to be kept in a neat, clean, and orderly condition, and shall repair any damage to the facilities thereof, but all Common Area Expenses shall be charged and prorated in the manner hereinafter set forth. “Common Area Expenses” shall include, but not be limited to, all sums expended in connection with the Common Areas for all general maintenance and repairs, resurfacing, painting, restriping, cleaning, sweeping and janitorial services; maintenance and repair of sidewalks, curbs, and Project signs; sprinkler systems, planting and landscaping (if any); lighting and other utilities; directional signs; maintenance and repair of any fire protection systems, lighting systems, storm drainage systems and other utility systems outside of the Premises; all maintenance and repair costs and expenses, except as to cost of replacement of the roof, exterior walls, structural parts of the Premises and structural floor, and pipes and conduits outside the leased Premises in the Project that furnish the leased Premises with various utilities (except to the extent that the same are the obligations of the appropriate utility company or are otherwise Lessee’s obligation pursuant to Section 7.1 or other provision of this Lease), incurred by the City pursuant to Section 7.2; personnel to implement such services; real and personal property taxes and assessments on the improvements and land comprising the Project; any governmental imposition or surcharge imposed upon the City or assessed against any portion of the Common Areas; all costs and expense pertaining to any security alarm system for the lessees in the Project (if any); depreciation on maintenance and operating machinery and equipment (if .93;2658Ā/8<479:4Ā1.*Ā' #0.)$Ȁ/0-&Ȁ$%(0Ȁ+-!0Ȁ0-",$(#.!'+%,608/325Ā-5914671Ā.,)Ā #' $$!"Ȁ% ,%Ȁ$(%*Ȁ+(&(Ȁ#!!**### *," Lease Agreement/ Uyen H P Le, a California Sole Proprietor. Page 6 of 33 Rev.: 02-01-15
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owned) and rental paid for such machinery and equipment (if rented); and adequate public liability and property damage insurance on the Common Areas.

In addition, the Common Area Expenses shall include a management fee of ten percent (10%) of the total of all other Common Area Expenses, adjusted from time to time as provided herein. The City may cause any or all of those services to be provided by an independent contractor or contractors.

6.6.3 The Common Area Expenses shall be prorated in the following manner:

(i) From and after the Commencement Date, and throughout the term hereof, Lessee shall pay to the City, on the first day of each calendar month, an amount estimated by the City to be Lessee’s share of the Common Area Expenses. The foregoing estimated monthly charge may be adjusted by the City at the end of any calendar quarter on the basis of the City’s experience and reasonably anticipated costs.

(ii) At the City’s sole election, each calendar year, the City shall furnish Lessee a statement covering the calendar quarter or year just expired, certified as correct by an authorized representative of the City, showing the total of the Common Area Expenses, the amount of Lessee’s share of the Common Area Expenses for such calendar quarter or year, and the payments made by Lessee with respect to such period as set forth in (i) above. If Lessee’s share of the Common Area Expenses exceeds Lessee’s payments so made, Lessee shall pay the City the deficiency within 10 days after receipt of such statement. If Lessee’s payments exceed Lessee’s share of the Common Area Expenses, Lessee shall be entitled to offset the excess against payments next thereafter to become due to the City as set forth in (i) above. Lessee’s share of the Common Area Expenses for the previous calendar quarter or year shall be that portion of all such expenses which is equal to the proportion thereof which the number of square feet of floor area in the Premises bears to the total number of square feet of floor area of the Building.

6.6.4 Failure of Lessee to pay any of the charges as in this Section 6.6 required to be paid shall constitute a default under the terms hereof in like manner as failure to pay Base Rent when due.

6.6.5 The City shall at all times have the right and privilege of determining the nature and extent of the Common Areas, and of making such changes therein and thereto from time to time which in its sole discretion it deems to be desirable and in the best interest of all persons using the Common Areas, including without limitation the location and relocation of driveways, entrances, exits, automobile parking spaces (if any), installation of prohibited areas, landscaped areas, utilities, and all other facilities thereof.

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6.6.6 Nothing contained herein shall be deemed to create any liability upon the City for any damage to motor vehicles of customers or employees or for loss of property from within such motor vehicles.

6.6.7 The City shall have the right to establish, and from time to time change, alter, and amend, and to enforce against Lessee and the other users of the Common Areas such reasonable rules and regulations (including the exclusion of employees’ parking therefrom) as the City in its sole discretion may deem necessary or advisable for the proper and efficient operation and maintenance of the Common Areas. The rules and regulations herein provided may include, without limitation, the hours during which the Common Areas shall be open for use.

6.6.8 City shall retain the sole and absolute discretion in the modification of the Common Areas, which may include the rearrangement, increase or decrease of the areas, and the manner in which the areas are utilized. City shall also have the right at any time and from time to time during the term hereof to exclude and restrain any person from use or occupancy thereof, excepting, however, bona fide customers, patrons, and service suppliers of Lessee, and other tenants of the City who make use of the Common Areas fully in accordance with the rules and regulations established by the City from time to time with respect thereto. The rights of Lessee hereunder in and to the Common Areas shall at all times be subject to the rights of the City, the other tenants of the Project to use the same in common with Lessee, and it shall be the duty of Lessee to keep all of the Common Areas free and clear of any obstructions created or permitted by Lessee or resulting from Lessee’s operation and permit the use of the Common Areas only for normal parking, ingress and egress by said customers, patrons, and service suppliers to and from the Building. Nothing herein shall prevent the City from allowing non-users of the Building or Project to use the parking lot for City- designated events, as long as Lessee and its customers’ rights to use the number of spaces identified in Section 6.4 during Lessee’s regular business hours is not unreasonably restricted.

6.6.9 If in the sole discretion of the City unauthorized persons are using any of the Common Areas by reason of the presence of Lessee in the Premises, Lessee, upon demand of the City, shall enforce such rights against all such unauthorized persons by appropriate proceedings. Nothing herein shall affect the rights of the City at any time to remove any such unauthorized persons from said areas or to restrain the use of any of said areas by unauthorized persons.

____________ ____________ Lessee Initials Lessee Initials

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7. MAINTENANCE AND REPAIRS.

7.1 Lessee’s Obligations. Lessee agrees at all times during the term hereof, at its own expense, to repair, replace and maintain in good and tenantable condition the Premises and every part thereof (except that portion of the Premises to be maintained by the City as hereinafter provided) and including, without limitation, the utility meters, pipes and conduits, all fixtures, air conditioning equipment and heating equipment, if any, exclusively serving the Premises and other equipment therein, including any equipment installed by Lessee which is part of said system, the storefront or storefronts, all signs, locks and closing devices, and all window sash, casement or frames, door and door frames, floor coverings, including carpeting, terrazzo or other special flooring, and all such items of repair, maintenance, allocation and improvement or reconstruction as may at any time or from time to time be required by a governmental agency having jurisdiction thereof.

Lessee shall contract with a qualified service company for the monthly maintenance of the air conditioning equipment or heating, ventilating and air conditioning equipment, as the case may be, exclusively serving the Premises, with a copy of the service contract to be furnished to the City upon execution of this Lease and a copy of any subsequent contracts to be furnished from time to time during the term of this Lease provided that, at the City’s sole election, the City may so contract directly with a qualified service company, and Lessee shall promptly reimburse the City for the full cost of same. Maintenance of all glass, both exterior and interior, is the sole responsibility of Lessee, and any glass broken shall be promptly replaced by Lessee with glass of the same kind, size and quality. Upon surrender of the Premises, Lessee shall deliver the Premises to the City in good order, condition and state of repair, but shall not be responsible for damages resulting from ordinary wear and tear.

7.2 City Obligations. Subject to the foregoing provisions and to the reimbursement by Lessee described in Section 6.6, the City shall keep and maintain in good and tenantable condition and repair the roof, exterior walls, structural parts of the Premises and structural floor, and pipes and conduits outside the Premises that furnish the Premises with various utilities (except to the extent that the same are the obligations of the appropriate utility company or are otherwise Lessee’s obligation pursuant to Section 7.1 or other provision of this Lease); provided, however, that the City shall not be required to make repairs necessitated by reason of the negligence of Lessee or anyone claiming under Lessee, by reason of failure of Lessee to perform or observe any conditions or agreements of this Lease, or by reason of alterations, additions, or improvements made by Lessee or anyone claiming under Lessee. As used in this Section, “exterior walls” shall not include storefronts, plate glass, window cases or window frames, doors or door frames, security grilles or similar enclosures. It is understood and agreed that the City shall be under no obligation to make any repairs, alterations, renewals, replacements or .93;2658Ā/8<479:4Ā1.*Ā' #0.)$Ȁ/0-&Ȁ$%(0Ȁ+-!0Ȁ0-",$(#.!'+%,608/325Ā-5914671Ā.,)Ā #' $$!"Ȁ% ,%Ȁ$(%*Ȁ+(&(Ȁ#!!**### *," Lease Agreement/ Uyen H P Le, a California Sole Proprietor. Page 9 of 33 Rev.: 02-01-15
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improvements to and upon the Premises or the mechanical equipment exclusively serving the Premises at any time except as this Lease expressly provides. Anything to the contrary contained in this Lease notwithstanding, the City shall not in any way be liable to Lessee for failure to make repairs as herein specifically required of it unless Lessee has previously notified the City, in writing, of the need for such repairs and the City has failed to commence and complete said repairs within a reasonable period of time following receipt of Lessee’s written notification.

7.3 Lessee’s Failure to Maintain. If Lessee refuses or neglects to make repairs or maintain the Premises, or any part thereof, in a manner reasonably satisfactory to the City, the City shall have the right, upon giving Lessee reasonable written notice of its election to do so, to make such repairs or perform such maintenance on behalf of and for the account of Lessee. In such event the cost of such work shall be paid by Lessee as additional rent promptly upon receipt of an invoice therefor. In addition, the City shall include a management fee on the work that was completed by the City on behalf of the Lessee, in the amount of fifteen percent (15%) that may be adjusted from time to time as provided herein.

7.4 Waiver of Legal Rights. Lessee waives the benefits of any law existing now or at any time during the term of this Lease and any extension thereof or thereafter giving Lessee rights or remedies as a result of the physical condition of the Premises, the Building, or Project and, without limitation, Sections 1932, 1933, 1941, 1941.2, 1942 and 1942.1 of the Civil Code of California and all right to make repairs at the expense of the City or to terminate this Lease as provided in those Civil Code sections or otherwise, except as expressly provided herein.

8. HAZARDOUS MATERIALS.

8.1 Compliance with Laws. Lessee shall not cause or permit any Hazardous Material (as defined below) to be brought upon, kept or used in or about the Premises or Project by Lessee, its agents, employees, contractors or invitees.

8.2 Termination of Lease. City shall have the right to terminate the Lease in City’s sole and absolute discretion in the event that (i) any anticipated use of the Premises by Lessee involves the generation or storage, use, treatment, disposal or release of Hazardous Material in a manner or for a purpose prohibited or regulated by any governmental agency, authority or Hazardous Materials laws; (ii) Lessee has been required by any lender or governmental authority to take remedial action in connection with Hazardous Material contaminating the Premises, if the contamination resulted from Lessee’s action or use of the Premises; or (iii) Lessee is subject to an enforcement order issued by any governmental authority in connection with the release, use, disposal or storage of a Hazardous Material on the Premises.

.93;2658Ā/8<479:4Ā1.*Ā' #0.)$Ȁ/0-&Ȁ$%(0Ȁ+-!0Ȁ0-",$(#.!'+%,608/325Ā-5914671Ā.,)Ā #' $$!"Ȁ% ,%Ȁ$(%*Ȁ+(&(Ȁ#!!**### *," Lease Agreement/ Uyen H P Le, a California Sole Proprietor. Page 10 of 33 Rev.: 02-01-15
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8.3 Assignment and Subletting. If (i) any anticipated use of the Premises by any proposed assignee or sublessee involves the generation or storage, use, treatment or disposal or release of Hazardous Material in a manner or for any purpose, (ii) the

proposed assignee or sublessees has been required by any prior landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property, if the contamination resulted from such party’s action or use of the property in question, or (iii) the proposed assignee or sublessee is subject to an enforcement order issued by any governmental authority in connection with the release, use, disposal or storage of a Hazardous Material, then it shall not be unreasonable for City to withhold its consent to an assignment or subletting to such proposed assignee or sublessee.

8.4 Hazardous Materials Defined. The term “Hazardous Material(s)” shall mean any toxic or hazardous substance, material or waste or any pollutant or contaminant or infectious or radioactive material, including but not limited to, those substances, materials or wastes regulated now or in the future under any of the following statutes or regulations and any and all of those substances included within the definitions of “hazardous substances,” “hazardous waste,” “hazardous chemical substance or mixture,” “imminently hazardous chemical substance or mixture,” “ toxic substances,” “hazardous air pollutant,” “toxic pollutant” or “solid waste” in the (a) “CERCLA” or “Superfund” as amended by SARA, 42 U.S.C. Sec. 9601 et seq., (b) RCRA, 42 U.S.C. Sec. 6901 et seq., (c) CWA., 33 U.S.C. Sec. 1251 et seq., (d) CAA, 42 U.S.C. 78401 et seq., (e) TSCA, 15 U.S.C. Sec. 2601 et seq., (f) The Refuse Act of 1899, 33 U.S.C. Sec. 407, (g) OSHA, 29 U.S.C. 651 et seq. (h) Hazardous Materials Transportation Act, 49 U.S.C. Sec. 1801 et seq., (i) USDOT Table (40 CFR Part 302 and amendments) or the EPA Table (40 CFR Part 302 and amendments), (j) California Superfund, Cal. Health & Safety Code Sec. 25300 et seq., (k) Cal. Hazardous Waste Control Act, Cal. Health & Safety Code Section 25100 et seq., (l) Porter-Cologne Act, Cal. Water Code Sec. 13000 et seq., (m) Hazardous Waste Disposal Land Use Law, Cal. Health & Safety Code Sec. 25220 et seq., (n) “Proposition 65,” Cal. Health and Safety Code Sec. 25249.5 et seq., (o) Hazardous Substances Underground Storage Tank Law, Cal. Health & Safety Code Sec. 25280 et seq., (p) California Hazardous Substance Act, Cal. Health & Safety Code Sec. 28740 et seq., (q) Air Resources Law, Cal. Health & Safety Code Sec. 39000 et seq., (r) Hazardous Materials Release Response Plans and Inventory, Cal.

Health & Safety Code Secs. 25500-25541, (s) TCPA, Cal. Health and Safety Code Secs. 25208 et seq., and (t) regulations promulgated pursuant to said laws or any replacement thereof, or as similar terms are defined in the federal, state and local laws, statutes, regulations, orders or rules. Hazardous Materials shall also mean any and all other substances, materials and wastes which are, or in the future become regulated under applicable local, state or federal law for the protection of health or the environment, or which are classified as hazardous or toxic substances, materials or wastes, pollutants or contaminants, as defined, listed or regulated by any federal, state or local law, regulation or order or by common law decision, including, .93;2658Ā/8<479:4Ā1.*Ā' #0.)$Ȁ/0-&Ȁ$%(0Ȁ+-!0Ȁ0-",$(#.!'+%,608/325Ā-5914671Ā.,)Ā #' $$!"Ȁ% ,%Ȁ$(%*Ȁ+(&(Ȁ#!!**### *," Lease Agreement/ Uyen H P Le, a California Sole Proprietor. Page 11 of 33 Rev.: 02-01-15
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without limitation, (i) trichloroethylene, tetracholoethylene, perchloroethylene and other chlorinated solvents, (ii) any petroleum products or fractions thereof, (iii) asbestos, (iv) polychlorinated biphenyls, (v) flammable explosives, (vi) urea formaldehyde, and (vii) radioactive materials and waste.

8.5 City’s Right to Perform Tests. At any time prior to the expiration of the Lease Term, City shall have the right to enter upon the Premises in order to conduct tests of water and soil and to deliver to Lessee the results of such tests to demonstrate that levels of any Hazardous Materials in excess of permissible levels has occurred as a result of Lessee’s use of the Premises. Lessee shall be solely responsible for and shall indemnify, protect, defend and hold City harmless from and against all claims, costs and liabilities including actual attorneys’ fees and costs arising out of or in connection with any removal, remediation, cleanup, restoration and materials required hereunder to return the Premises and any other property of whatever nature to their condition existing prior to the appearance of the Hazardous Materials. The testing shall be at Lessee’s expense if City has a reasonable basis for suspecting and confirms the presence of Hazardous Materials in the soil or surface or groundwater in on, under, or about the Premises or the Project, which has been caused by or resulted from the activities of Lessee, its agents, employees, contractors or invitees.

8.6 Hazardous Materials Indemnity. Lessee shall indemnify, defend (by counsel reasonably acceptable to City), protect and hold the City harmless from and against any and all claims, liabilities, penalties, forfeitures, losses and/or expenses, including, without limitation, diminution in value of the Premises or Project, damages for the loss or restriction on use of the rentable or usable space or of any amenity of the Premises or Project, damages arising from any adverse impact or marketing of the Premises or Project and sums paid in settlement of claims, response costs, cleanup costs, site assessment costs, attorneys’ fees, consultant and expert fees, judgments, administrative rulings or orders, fines, costs of death of or injury to any person or damage to any property whatsoever (including, without limitation, groundwater, sewer systems and atmosphere), arising from, or caused or resulting, either prior to or during the Lease Term, in whole or in part, directly or indirectly, by the presence or discharge in, on, under or about the Premises or Project by Lessee, Lessee’s agents, employees, licensees or invitees or at Lessee’s direction, of Hazardous Material, or by Lessee’s failure to comply with any Hazardous Materials Law, whether knowingly or by strict liability. Lessee’s indemnification obligations shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary Hazardous Materials management plan, investigation, repairs, cleanup or detoxification or decontamination of the Premises or Project, and the presence and implementation of any closure, remedial action or other required plans, and shall survive the expiration of or early termination of the Lease Term. For purposes of the indemnity provided herein, any acts or omissions of Lessee or its employees, agents, customers, sublessees, assignees, contractors or subcontractors of Lessee (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Lessee. .93;2658Ā/8<479:4Ā1.*Ā' #0.)$Ȁ/0-&Ȁ$%(0Ȁ+-!0Ȁ0-",$(#.!'+%,608/325Ā-5914671Ā.,)Ā #' $$!"Ȁ% ,%Ȁ$(%*Ȁ+(&(Ȁ#!!**### *," Lease Agreement/ Uyen H P Le, a California Sole Proprietor. Page 12 of 33 Rev.: 02-01-15
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9. UTILITIES.

Lessee shall pay prior to delinquency, and shall indemnify and hold the City harmless from, all costs incurred in installation, hook-up, delivery, and repair of all utilities and services whatsoever supplied to or consumed by Lessee on the Premises including, but not limited, to gas, water, sewer, electricity, telecommunications service, janitorial, garbage pickup and disposal, on-Premises landscaping installation and maintenance (if any) and other public utilities. City shall not be responsible for providing any utilities or services to Lessee whatsoever, and shall not be liable to Lessee for any interruption or failure of any utility services to the Premises from any cause whatsoever, nor shall such interruption or failure constitute a constructive eviction or give rise to a right of rent offset or abatement or affect the obligations of Lessee under this Lease in any other way whatsoever.

10. ALTERATIONS.

10.1 Alterations. Lessee shall not make any alterations to the Premises or the Building without the prior written consent of the City which consent shall not be unreasonably withheld. City shall be deemed to have reasonably withheld or withdrawn consent unless each and every proposed alteration (i) shall not, individually or in the aggregate, lessen the fair market value of the Premises or the Building, or materially affect the usefulness of the Premises or the Building, either for Lessee’s business or the business of potential successor tenants, (ii) be accompanied by all final plans and specifications with any deviation therefrom constituting a separate alteration subject to this Section 10, (iii) be constructed by a California licensed contractor and under the direction of a California licensed architect satisfactory to the City, and (iv) once consented to by the City, shall be completed expeditiously in a good and workmanlike manner, with first class quality materials, and in compliance with all applicable legal and insurance requirements, (v) shall be constructed in strict compliance with the additional conditions set forth in Section 10.4 hereof, and (vi) shall become a “Lessee Improvement” and part of the Premises and subject to this Lease, provided, at the City’s option, Lessee shall remove any such alteration and restore the Premises to their condition prior to the making of same, normal wear and tear excepted, upon the expiration or earlier termination of the term hereof. The City shall exercise its option by 30 days’ notice given no later than 30 days after such expiration or termination and, if Lessee has not so removed and restored within 30 days after the City gives said notice, Lessee shall pay the City upon demand the reasonable rental value of the Premises during the period beginning with the date immediately following said 30 days after the City gives its notice and ending with the date upon which the removal and restoration is completed and the City may, but shall not be obligated to, remove .93;2658Ā/8<479:4Ā1.*Ā' #0.)$Ȁ/0-&Ȁ$%(0Ȁ+-!0Ȁ0-",$(#.!'+%,608/325Ā-5914671Ā.,)Ā #' $$!"Ȁ% ,%Ȁ$(%*Ȁ+(&(Ȁ#!!**### *," Lease Agreement/ Uyen H P Le, a California Sole Proprietor. Page 13 of 33 Rev.: 02-01-15
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such alteration and restore the Premises and Lessee also shall pay the City its cost of same upon demand.

10.2 Required Alterations. Subject to Section 10.1 above, Lessee shall, at its sole cost, make any alteration, addition, or change to the Premises of any sort, substantial or insubstantial, ordinary or extraordinary, foreseeable or unforeseeable, whether structural or otherwise, as may be required by law due to the existence of, or Lessee’s use or occupancy of, the Premises or as a result of Lessee’s application for any permit or governmental approval, provided that the City may elect to make same, in which case Lessee shall reimburse the City promptly upon demand for all costs of the City’s making same.

10.3 Security for Completion. Before commencing any proposed alteration, Lessee, if requested by the City, shall furnish to the City security reasonably satisfactory to the City guaranteeing to the City the completion of the proposed alteration within a reasonable time, free and clear of all liens and, if available, all encumbrances, chattel mortgages, conditional bills of sale, security agreements and other claims and charges (other than those, if any, permitted hereunder) and in accordance with any plans and specifications theretofore approved by the City and, if required under any City encumbrance, by the City’s lender.

10.4 Additional Conditions. Lessee further covenants and agrees that no alterations will be made except in compliance with, and Lessee hereby covenants that it will comply with, each of the following provisions:

10.4.1 Before any alterations are begun, Lessee shall procure, at its own sole cost and expense, all necessary permits from all governmental authorities and shall, on demand, deliver photocopies thereof to the City;

10.4.2 All alterations shall be made in compliance and conformity with all applicable laws;

10.4.3 In making any alterations, Lessee shall not violate the terms or conditions of any insurance policy obtained or required pursuant to the provisions of this Lease affecting or relating to the Premises or any part thereof;

10.4.4 Promptly after the completion of any alterations, Lessee shall procure, at Lessee’s own sole cost and expense, all permits of governmental authorities for the completed alterations as may be required by any applicable laws, if any, and, on demand, shall promptly deliver photocopies thereof to the City; and

10.4.5 Lessee shall pay all costs, expenses and liabilities arising out of, in connection with, or by reason of, any alterations, and shall keep the Premises, Building and Project free and clear of all liens, claims and encumbrances in any way arising out of, in connection with, or by reason of, any alterations.

.93;2658Ā/8<479:4Ā1.*Ā' #0.)$Ȁ/0-&Ȁ$%(0Ȁ+-!0Ȁ0-",$(#.!'+%,608/325Ā-5914671Ā.,)Ā #' $$!"Ȁ% ,%Ȁ$(%*Ȁ+(&(Ȁ#!!**### *," Lease Agreement/ Uyen H P Le, a California Sole Proprietor. Page 14 of 33 Rev.: 02-01-15
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10.5 No City Contribution. The City shall not be required to make any contribution to the cost of any alterations or any part thereof, and Lessee covenants that the City shall not be required to pay any cost, expense or liability arising out of or in connection with or by reason of any alterations and shall indemnify and hold the City harmless from and against, and shall reimburse the City upon demand for, all such costs, expenses and liabilities (including, without limitation, reasonable attorneys’ fees and disbursements).

10.6 Notice. If Lessee makes any alterations to the Premises as provided in this Section 10, the alterations shall not be commenced until ten (10) days after the City has received written notice from Lessee stating the date the installation of the alterations is to commence so that the City can post and record an appropriate notice of nonresponsibility at the Premises.

10.7 Manner; Cost. Any alterations by Lessee shall be made in a manner that will not interfere with the quiet enjoyment of the other tenants in the building. Lessee shall pay prior to delinquency all cost for construction done by it or caused by it to be done on the Premises as permitted by this Lease. Lessee shall also reimburse the City upon demand for all costs the City incurs in reviewing any proposed alteration, including without limitation, architect, engineer and legal fees. Upon completion of any such work, Lessee shall have recorded in the office of the County Recorder of Santa Clara County a Notice of Completion as required or permitted by law.

10.8 Mechanic’s Liens. Lessee shall keep the Premises, the Building and the Project free and clear of all mechanic’s liens resulting from construction done by or for Lessee.

10.9 Trade Fixtures. Lessee shall have the right at any time, and from time to time during the term of this Lease, at Lessee’s sole cost and expense, to install in or on the Premises such items, herein called “trade fixtures,” for use in Lessee’s trade or business as Lessee may, in its reasonable discretion, deem advisable, except that all such Lessee’s trade fixtures, furniture, furnishings, signs, and other personal property not permanently affixed to the Premises must be new when installed in, or attached to, the Premises. (All items identified on the Inventory of Fixtures, Exhibit B, shall be subject to all provisions of this Lease governing fixtures.) Any and all such trade fixtures shall remain the property of Lessee, and may be removed by Lessee at any time or times prior to the expiration or sooner termination of this Lease so long as Lessee is not in default hereunder, so long as Lessee shall immediately replace the same with similar personal property of comparable or better quality, except that Lessee shall not be obligated to replace such personal property at the expiration or earlier termination of this Lease, and Lessee shall immediately repair all damage caused by such removal and restore the Premises to substantially the condition they were in prior to the installation of such fixtures so that no trace remains of their presence at the Premises. At all times during the term of this Lease, Lessee shall maintain such trade fixtures in a good, first class condition. .93;2658Ā/8<479:4Ā1.*Ā' #0.)$Ȁ/0-&Ȁ$%(0Ȁ+-!0Ȁ0-",$(#.!'+%,608/325Ā-5914671Ā.,)Ā #' $$!"Ȁ% ,%Ȁ$(%*Ȁ+(&(Ȁ#!!**### *," Lease Agreement/ Uyen H P Le, a California Sole Proprietor. Page 15 of 33 Rev.: 02-01-15
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10.10 Removal. Any trade fixtures described in this Section 10 that are not removed from the Premises by Lessee on the date of expiration or sooner termination, regardless of cause, of this Lease shall be deemed abandoned by Lessee and shall automatically become the property of the City and Lessee shall hold City harmless as to all claimants with respect to same.

10.11 Insurance. In the event that Lessee shall make any permitted improvements to the Premises under the provisions of this Section 10, Lessee agrees to carry such insurance as the City may reasonably request covering any such improvements, it being expressly understood and agreed that none of such improvements shall be insured by the City under the insurance it may carry upon the Building, nor shall the City be required to reconstruct any such improvements under any circumstances whatsoever, notwithstanding the provisions of Section 13.

11. TAXES.

11.1 Personal Property Taxes. Lessee shall pay prior to delinquency all taxes, license fees and public charges assessed or levied against Lessee or Lessee’s Improvements, trade fixtures, furnishings, equipment and other personal property.

11.2 Assessments and Special Taxes. As a municipal corporation, City’s fee interest in the Project is exempt from the 1% general property tax levy and therefore property taxes will not be levied and will not be passed through to lessee or other tenants of the Project during City’s ownership of the Project. However, if and to the extent the Project or portion thereof is subject to special taxes or assessments, Lessee shall pay Lessee’s share of all such assessment and special taxes, if any, (other than possessory interest taxes on Lessee’s leasehold interest which shall be paid 100% by Lessee) which become due and payable to City on or before the later of ten (10) days prior to the delinquency thereof or three (3) days after the date on which Lessee receives a copy of the special tax or assessment bill and notice of City’s determination hereunder. Lessee’s liability to pay special taxes and assessments shall be prorated on the basis of a three hundred sixty-five (365) day year to account for any fraction or portion of a tax year included in the Lease term at the commencement or expiration of the Lease.

11.3 Revenue and Taxation Code Notice; Possessory Interest Taxes. Lessee specifically acknowledges it is familiar with §107.6 of the California Revenue and Taxation Code, realizes that a possessory interest subject to property taxes may be created, agrees to pay any such tax in full and without proration, and hereby waives any rights Lessee may have under said California Revenue and Taxation Code .93;2658Ā/8<479:4Ā1.*Ā' #0.)$Ȁ/0-&Ȁ$%(0Ȁ+-!0Ȁ0-",$(#.!'+%,608/325Ā-5914671Ā.,)Ā #' $$!"Ȁ% ,%Ȁ$(%*Ȁ+(&(Ȁ#!!**### *," Lease Agreement/ Uyen H P Le, a California Sole Proprietor. Page 16 of 33 Rev.: 02-01-15
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§107.6. City shall have no obligation to pay any possessory interest tax. No such possessory interest tax or any other tax payable by Lessee shall in any way reduce or substitute for the rent, charges or fees required to be paid as a condition of this Lease or as otherwise required by City.

12. HOLD HARMLESS/INDEMNIFICATION.

12.1 Indemnification. To the extent permitted by law, Lessee agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, agents, volunteers, and employees from and against any claim, injury, liability, loss, cost, and/or expense or damage, however same may be caused, including all costs and reasonable attorney’s fees in providing a defense to any claim arising therefrom for which City shall become legally liable arising from Lessee’s negligent, reckless, or wrongful acts, errors, or omissions with respect to or in any way connected with this Lease. Lessee shall give City immediate notice of any claim or liability hereby indemnified against.

12.2 Waiver of Claims. Lessee waives any claims against City for injury to Lessee’s business or any loss of income therefrom, for damage to Lessee’s property, or for injury or death of any person in or about the Premises or the Project, from any cause whatsoever, except to the extent caused by City’s active negligence or willful misconduct.

13. DAMAGE, DESTRUCTION AND TERMINATION.

13.1 Uninsured Risks. If, during the Term of this Lease, the Premises or the Building are totally or partially destroyed from a risk not covered by the insurance described in Section 19.2, the City, at its option, may elect to terminate this Lease by giving notice to Lessee or may elect to restore the same. However, as to destruction which was caused by an act or omission of Lessee, its employees, agents, invitees or permittees, Lessee shall reimburse the City the full cost of the restoration of the Premises, Building shell, and all leasehold improvements therein under any circumstances. If the City elects to restore the Premises or the Building, Lessee shall be entitled to a proportionate reduction of rent while such repairs are being made. Such reduction shall be in an amount which bears the same proportion to the Base Rent as the floor area of that portion of Premises which has been damaged or is otherwise unusable by Lessee, bears to the total floor area of the Premises, except that if the damage or destruction is to more than 50% of the square footage of the Premises and Lessee ceases to occupy the Premises, such proportionate reduction shall be 100%.

.93;2658Ā/8<479:4Ā1.*Ā' #0.)$Ȁ/0-&Ȁ$%(0Ȁ+-!0Ȁ0-",$(#.!'+%,608/325Ā-5914671Ā.,)Ā #' $$!"Ȁ% ,%Ȁ$(%*Ȁ+(&(Ȁ#!!**### *," Lease Agreement/ Uyen H P Le, a California Sole Proprietor. Page 17 of 33 Rev.: 02-01-15
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13.2 Insured Risks.

13.2.1 If, during the Term of this Lease, the Premises or the Building are totally or partially destroyed from a risk covered by insurance described in Section 19.2, the City shall forthwith repair the same to substantially the same condition they were in immediately prior to the destruction and to the extent of proceeds

received under such insurance, provided such repairs can be made within ninety (90) days under then existing law. Such destruction shall in no way annul or void this Lease, except that Lessee shall be entitled to a proportionate reduction of rent while such repairs are being made, including but not limited to the foregoing ninety days, such proportionate reduction to be equal to, and granted upon the City’s receipt of, the proceeds received by the City from any rental interruption insurance maintained by Lessee. Such reduction shall be in an amount which bears the same proportion to the minimum monthly rent as the floor area of that portion of the Premises which has been damaged or is otherwise unusable by Lessee bears to the total floor area of the Premises. If such repairs cannot be made in 90 days, the City may, at its option, make same within a reasonable time, this Lease continuing in full force and effect and the rent being proportionately reduced as aforesaid. In the event that the City does not so elect to make such repairs which cannot be made in 90 days, or such repairs cannot be made under such then existing law, this Lease shall terminate.

13.2.2 Notwithstanding any other provision of this Lease, if, at any time during the term of this Lease, the Premises or the Building are totally or partially destroyed and (i) the total cost to repair the Premises or the Building exceeds One Hundred Thousand Dollars($100,000), or (ii) twenty percent (20%) of the Building is damaged or destroyed (and whether or not any portion of the Premises is also damaged or destroyed), the City may elect to terminate this Lease by written notice to Lessee. Determination of the extent of damage or destruction and the time for effectuating repair shall be made by the City based upon written appraisals and insurance adjustment reports, and shall be final and binding on the Parties.

13.3 Extent of Obligation. Notwithstanding the foregoing, the City shall not be required to repair, reconstruct, or restore damage or destruction by fire or other cause to any portion of the Premises constructed by or for Lessee, and Lessee shall at its sole cost and expense fully restore or replace its stock in trade, trade fixtures, furniture, furnishings, equipment, and other personal property. Lessee shall commence all such replacement and restoration work promptly following the occurrence of any such damage or destruction, and shall diligently prosecute such work to completion. Lessee hereby waives any statutory rights of termination which may arise by reason of any partial or total destruction of the Premises or any part thereof. Upon termination of the Lease under any of the provisions of this Section 13, the Parties shall be released thereby from any further obligations hereunder .93;2658Ā/8<479:4Ā1.*Ā' #0.)$Ȁ/0-&Ȁ$%(0Ȁ+-!0Ȁ0-",$(#.!'+%,608/325Ā-5914671Ā.,)Ā #' $$!"Ȁ% ,%Ȁ$(%*Ȁ+(&(Ȁ#!!**### *," Lease Agreement/ Uyen H P Le, a California Sole Proprietor. Page 18 of 33 Rev.: 02-01-15
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except for obligations which, prior to the date of such termination, had already accrued, and except as provided in the following sentence. In the event of such a termination, all proceeds from Lessee’s insurance which pertain to alterations or improvements to the Premises which would otherwise become the property of the City upon expiration or termination of this Lease shall be disbursed and paid to the City.
.

13.4 Force Majeure/Excusable Delay. Except as provided in this Lease, any act of City or Lessee required by this Lease to be done within a specified time shall be subject to Excusable Delay. Lessee’s obligation to pay Rent, however, is not excused by this Section. “Excusable Delay” means prevention, delay or stoppage due to strikes, lockouts, labor disputes, Acts of God, inability to obtain labor, materials or reasonable substitutes, governmental restrictions, governmental regulation, governmental controls, judicial orders, enemy, or hostile governmental actions, civil commotion, fire or other casualty, and other causes beyond the reasonable control of Lessee or City (excepting, however, City’s or Lessee’s financial inability), which shall excuse the performance by City or Lessee for a period equal to the prevention, delay or stoppage, except the obligations imposed with regard to rent to be paid by Lessee pursuant to this Lease. In the event any work performed by Lessee or Lessee’s contractors results in a strike, lockout, and/or labor dispute, the strike, lockout, and/or labor dispute shall not excuse the performance by Lessee of the provisions of this Lease.

13.5 Waiver. City and Lessee waive the provisions of any statutes which relate to termination of leases when leased property is destroyed and agree that such event shall be governed by the terms of this Lease.

14. SIGNS.

Lessee shall not construct, maintain or place any signs, advertising or other exterior decoration (collectively, “Signs”) upon the exterior of the Premises or Project, or modify any existing Signs, without prior written consent of City. Any Sign that Lessee has the right to place, construct or maintain shall comply with all laws at all times during the term of this Lease, and Lessee shall obtain any approval required by such law. City makes no representation with respect to Lessee’s ability to obtain such approval.

15. ASSIGNMENT AND SUBLETTING.

15.1 City’s Consent Required. Lessee shall not assign this Lease, nor any interest therein, and shall not sublet or encumber the Premises or any part thereof, nor any right or privilege appurtenant thereto, nor allow or permit any other person(s) to occupy or use the Premises, or any portion thereof, without the prior written consent of City. This Lease shall be binding upon any permitted assignee or successor of Lessee. Consent by City to one assignment, subletting, occupation or use by another .93;2658Ā/8<479:4Ā1.*Ā' #0.)$Ȁ/0-&Ȁ$%(0Ȁ+-!0Ȁ0-",$(#.!'+%,608/325Ā-5914671Ā.,)Ā #' $$!"Ȁ% ,%Ȁ$(%*Ȁ+(&(Ȁ#!!**### *," Lease Agreement/ Uyen H P Le, a California Sole Proprietor. Page 19 of 33 Rev.: 02-01-15
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person shall not be deemed to be consent to any subsequent assignment, subletting, occupation or use by another person. No assignment, subletting, or encumbrance by Lessee shall release it from or in any way alter any of Lessee’s obligations under this Lease. Any assignment, subletting, encumbrances, occupation or use contrary to the provisions of this Lease shall be void and shall constitute breach of this Lease.

City may assign any of its rights hereunder without notice to Lessee.

15.2 No Release of Lessee. No subletting or assignment as approved by City shall release Lessee of Lessee’s obligation or alter the primary liability of Lessee to pay the rent and to perform all other obligations by Lessee hereunder. The acceptance of rent by City from any other person shall not be deemed to be a waiver by City of any provision hereof. In the event of default by any approved assignee or other successor of Lessee in the performance of any of the terms hereof, City may proceed directly against Lessee without the necessity of exhausting remedies against such assignee or successor.

16. DEFAULTS; REMEDIES.

16.1 Defaults. The occurrence of any one or more of the following events shall constitute a material default or breach of this Lease by Lessee:

16.1.1 Abandonment of the Premises by Lessee as defined by California Civil Code § 1951.3;

16.1.2 Failure by Lessee to make any payment of rent or any other payment required to be made by Lessee hereunder, as and when due, where such failure shall continue for a period of ten (10) business days after written notice thereof from City to Lessee. In the event City serves Lessee with a Notice to Pay Rent or Quit pursuant to applicable Unlawful Detainer statutes, such Notice to Pay Rent or Quit shall also constitute the notice required by this subparagraph;

16.1.3 Failure by Lessee to observe or perform any of the covenants, conditions or provisions of this Lease in any material respect to be observed or performed by Lessee where such failure shall continue for a period of thirty (30) days after written notice thereof from City to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion;

16.1.4 Making by Lessee of any general arrangement or assignment for the benefit of creditors; Lessee’s becoming a “debtor” as defined in 11 U.S.C. § 101 or any successor statute thereto (unless, in the case of a petition filed against Lessee, the same is dismissed within sixty (60) days); the appointment of a .93;2658Ā/8<479:4Ā1.*Ā' #0.)$Ȁ/0-&Ȁ$%(0Ȁ+-!0Ȁ0-",$(#.!'+%,608/325Ā-5914671Ā.,)Ā #' $$!"Ȁ% ,%Ȁ$(%*Ȁ+(&(Ȁ#!!**### *," Lease Agreement/ Uyen H P Le, a California Sole Proprietor. Page 20 of 33 Rev.: 02-01-15
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bankruptcy trustee or receiver to take possession of all or substantially all of Lessee’s assets located at or on the Premises or of Lessee’s interest in this Lease where possession is not restored to Lessee within thirty (30) days; or the attachment, execution or other judicial seizure of all or substantially all of Lessee’s assets located at or on the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within thirty (30) days.

16.2 Remedies. In the event of any material default or breach by Lessee, City may at any time thereafter, following any notice required by statute, and without limiting City in the exercise of any right or remedy which City may have by reason of such default or breach:

16.2.1 Terminate Lessee’s right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession of the Premises and all alterations to City. In such event, City shall be entitled to recover from Lessee all damages incurred by City by reason of Lessee’s default including, but not limited to, the cost of recovering possession of the Premises and alterations, expenses of reletting, including necessary renovation and alteration of the Premises and alterations, reasonable attorneys’ fees, the worth at the time of the award of the unpaid rent that had been earned at the time of termination of this Lease and the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of such award exceeds the amount of such rental loss for the same period that Lessee proves could be reasonably avoided.

16.2.2 Maintain Lessee’s right to possession, in which case this Lease shall continue in effect whether or not Lessee shall have abandoned the Premises. In such event, City shall be entitled to enforce all of City’s rights and remedies under this Lease, including the right to recover rent as it becomes due hereunder.

16.2.3 Pursue any other remedy now or hereafter available to City under the laws or judicial decisions of the State of California.

16.3 No Relief from Forfeiture after Default. Lessee waives all rights of redemption or relief from forfeiture under California Code of Civil Procedure §§ 1174 and 1179, and any other present or future law, in the event Lessee is evicted or City otherwise lawfully takes possession of the Premises by reason of any default or breach of this Lease by Lessee.

17. INTEREST ON PAST-DUE OBLIGATIONS.

Except as expressly provided herein, any amount due City when not paid when due shall bear interest at the lesser of ten percent (10%) per year or the maximum rate then allowable by law from the date due.
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18. CITY’S ACCESS.

18.1 Access for Inspection. City and City’s agents shall have the right to enter the Premises at reasonable times, upon not less than twenty-four (24) hours prior notice to Lessee or less in case of an emergency), for the purpose of inspecting same, showing same to prospective purchasers, lenders, lessees or others, and making such alterations, repairs, improvements or additions to the Premises as City may deem necessary. City may at any time place on or about the Premises any ordinary “For Sale” signs and City may at any time during the last one hundred twenty (120) days of the term hereof place on or about the Premises any ordinary “For Lease” signs, all without rebate of rent or liability to Lessee.

18.2 No Warranty. Except as otherwise stated in this Lease, Lessee hereby acknowledges that neither the City nor any employees or agents of the City has made any oral or written warranties or representations to Lessee relative to the condition or use by Lessee of said Premises and Lessee acknowledges that Lessee assumes all responsibility regarding the Occupational Safety and Health Act, the legal use and adaptability of the Premises and compliance with all applicable laws and regulations in effect during the term of this Lease.

18.3 Security Measures. City shall have the right to require a reasonable security system, device, operation or plan be installed and implemented to protect the Premises or any alterations. Should City, in its sole discretion, require Lessee to install such a security system, Lessee agrees to bear the sole cost and expense of any security system, device, operation or plan and the installation and implementation thereof. Lessee shall obtain City’s prior approval before installing or implementing any security system, device, operation or plan.

19. INSURANCE.

19.1 Lessee Insurance. Lessee’s responsibility for the Premises begins immediately upon the Commencement Date and Lessee, at its sole cost and expense, and at no cost to City, shall provide and maintain in full force and effect during the entire term of this Lease insurance coverage in an amount(s) and in a form acceptable to City as set forth in Exhibit C attached hereto and incorporated herein by reference.

Said policies shall be maintained with respect to Lessee’s employees, if any, and all vehicles operated on the Premises. The policies shall include the required endorsements, certificates of insurance and coverage verifications as described in Exhibit C. Lessee also agrees to secure renter’s liability insurance.

19.2 Fire Insurance on Building. City shall maintain insurance (or self-insurance through City’s joint pool coverage plan) covering the building. Lessee shall reimburse City Lessee’s pro rata share of the cost of insurance or joint pool self- insurance coverage(s) provided by the City upon delivery of the insurance (or joint .93;2658Ā/8<479:4Ā1.*Ā' #0.)$Ȁ/0-&Ȁ$%(0Ȁ+-!0Ȁ0-",$(#.!'+%,608/325Ā-5914671Ā.,)Ā #' $$!"Ȁ% ,%Ȁ$(%*Ȁ+(&(Ȁ#!!**### *," Lease Agreement/ Uyen H P Le, a California Sole Proprietor. Page 22 of 33 Rev.: 02-01-15
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pool self-insurance) premium invoice or, if otherwise requested by City, as part of the other Common Area Expenses pursuant to Section 6.6.

20. CONTRACT FOR ADMINISTRATIVE SERVICE.

To the extent that this Lease is a contract for administrative services, the City Council entered into such agreement upon recommendation of the City Manager pursuant to Section 1108 of the City’s Charter. The policy decision with respect to the services was made by the City Council and not by the City Manager.

21. DISPUTE RESOLUTION.

21.1 Unless otherwise mutually agreed to or as provided in Section 21.5, any controversies between Lessee and City regarding the construction or application of this Lease, and claims arising out of this Lease 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 Party.

21.2 The Parties may agree on one mediator. If they cannot agree on one mediator, the Party 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 Lease.

21.3 The costs of mediation shall be borne by the Parties equally.

21.4 Except as provided in Section 21.5, mediation under this section is a condition precedent to filing an action in any court. In the event of litigation arising out of any dispute related to this Lease, the Parties shall each pay their respective attorney’s fees, expert witness costs and cost of suit, regardless of the outcome of the litigation.

21.5 Nothing in this Section shall require the City to mediate any eviction, unlawful detainer, or other exercise of remedies following the expiration of the Term of this Lease as provided in Section 2 or any termination of this Lease under Section 16.

22. PAYMENTS/PARTIAL PAYMENTS.

Payments shall be effective upon receipt. City may apply any payment received from Lessee at any time against any obligation due and owing by Lessee under this Lease, regardless of any statement appearing on or referred to in any remittance from Lessee or any prior application of such payments. Acceptance by City of a partial payment of rent or other charges shall not be considered or construed to waive any right of City or affect any notice of legal proceedings, unless both Parties shall agree otherwise in writing. The receipt by City of a partial payment of any amount due to City endorsed as payment in .93;2658Ā/8<479:4Ā1.*Ā' #0.)$Ȁ/0-&Ȁ$%(0Ȁ+-!0Ȁ0-",$(#.!'+%,608/325Ā-5914671Ā.,)Ā #' $$!"Ȁ% ,%Ȁ$(%*Ȁ+(&(Ȁ#!!**### *," Lease Agreement/ Uyen H P Le, a California Sole Proprietor. Page 23 of 33 Rev.: 02-01-15
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full will be deemed to be a partial payment only, and any endorsements or statements on the check or any letter accompanying the check shall not be deemed an accord and/or satisfaction, and, notwithstanding said endorsements, City may accept and deposit said check without prejudice to its right to recover the balance. Lessee’s obligation (without prior notice or demands) to pay rent and all other amounts due hereunder shall be

absolute and unconditional, and not subject to any abatement, set off, defense, recoupment or reduction.

23. NON-LIABILITY OF OFFICIALS AND EMPLOYEES OF THE CITY.

No official or employee of City shall be personally liable for any default or liability under this agreement.

24. NON-DISCRIMINATION.

Lessee covenants it shall not discriminate based upon race, color, creed, religion, sex, marital status, age, handicap, national origin or ancestry in any activity pursuant to this agreement.

25. CONFLICT OF INTEREST.

Lessee shall at all times avoid conflict of interest or appearance of conflict of interest in performance of this agreement.

26. MEMORANDUM OF LEASE.

Lessee shall not record this Lease or a memorandum thereof, or any other reference to this Lease, without the prior written consent of the City. Lessee, upon the request of the City, shall execute and acknowledge a Memorandum of Lease for recording in the official records of Santa Clara County. Upon termination or expiration of this Lease, Lessee shall execute and record a quitclaim deed as to its leasehold interest.

27. ESTOPPEL CERTIFICATE.

Lessee shall, from time to time, upon at least ten (10) days prior written notice from City, execute, acknowledge and deliver to City a statement in writing (i) certifying this Lease is unmodified and in full force and effect, or, if modified, stating the nature of the modification and certifying that the Lease, as modified, is in full force and effect, and the date to which the rental and other charges, if any, have been paid; and, (ii) acknowledging that there are not to Lessee’s knowledge, any defaults, or stating if any defaults are claimed, any statement may be relied upon by any prospective purchaser or encumbrancer of the Project.

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28. LIENS.

Lessee agrees at its sole cost and expense to keep the Premises, Building and Project free and clear of any and all claims, levies, liens, encumbrances or attachments.

29. RELOCATION BENEFITS WAIVER.

29.1 Relocation Laws Acknowledgement. Lessee is informed of, and is aware that following expiration or termination of this Lease, City intends to demolish the exiting Building and explore redevelopment of the Project property with other uses.

Lessee further acknowledges that under the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 USC 4601, et seq.) and its regulations (49 CFR Part 24) and the Relocation Assistance Act (Cal. Gov. Code § 7260, et seq.), as may be amended, (collectively, “Relocation Laws”) a qualifying “displaced person or business” who is displaced by a public agency-initiated redevelopment project, such as the one proposed by City, is entitled to monetary and non-monetary benefits including relocation advisory assistance, a business reestablishment payment, assistance with costs to search for a replacement location for the business, and rent differential payments to the extent the tenant’s rent in a new location is higher than the tenant’s current rent (collectively, “Potential Relocation Benefits”).

29.2 Lessee Representations and Warranties. Lessee represents and warrants to City as follows: (i)Lessee had no option or other rights to extend the term of the Prior Lease beyond September 30, 2021; (ii) Lessee’s Prior Lease terminated upon the termination of the Ground Lease and Lessee had no right to remain in occupancy of the Premises beyond the expiration dates of the Prior Lease and Ground Lease which were co-terminus; (iii) Lessee’s right to occupy the Premises under this Lease will commence following the termination of the Ground Lease and City’s acquisition of an ownership interest in the Building from the former ground lessee; (iv) Lessee is an after-acquired tenant of City and not a potential “displaced person or business” under Relocation Laws (defined below); and (v) City’s willingness to enter into this new Lease with Lessee is contingent upon Lessee’s agreement to waive Potential Relocation Benefits as provided herein . Lessee further represents and warrants to City that Lessee’s relocation from the Property upon expiration or termination of this Lease will be a result of the expiration of the Prior Lease and this Lease each of which occurred or were anticipated prior to Lessee entering into this Lease with City and therefore Lessee is not a “displaced person or business” under Relocation Laws.

29.3 Waiver and Release of All Claims. In exchange for City’s agreements under this Lease, Lessee hereby waives and releases all rights or claims that Lessee has or may have in the future against City or its elected or appointed officials, employees, agents, attorneys or consultants, or any federal or state agency which may provide funding in connection with City’s future redevelopment of the Project with other .93;2658Ā/8<479:4Ā1.*Ā' #0.)$Ȁ/0-&Ȁ$%(0Ȁ+-!0Ȁ0-",$(#.!'+%,608/325Ā-5914671Ā.,)Ā #' $$!"Ȁ% ,%Ȁ$(%*Ȁ+(&(Ȁ#!!**### *," Lease Agreement/ Uyen H P Le, a California Sole Proprietor. Page 25 of 33 Rev.: 02-01-15
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uses (collectively, the “Released Parties”) under the Relocation Laws as a result of, arising out of, or connected with Lessee’s departure from the Premises and/or the City’s redevelopment of the Project in the future, including but not limited to any claims for Potential Relocation Benefits.

29.4 Covenant Not to Sue. Lessee covenants and agrees that it will not bring, commence, maintain or prosecute, directly or indirectly, any action at law or proceeding in equity or any legal administrative proceeding or any claim for damages or any other relief against any of the Released Parties, based in whole or in part on any claim of eligibility for Potential Relocation Benefits. The waiver and release set forth in Section 29.3 above may, and shall be plead, as a full and complete defense to, and may be used as a basis for an injunction against any action, suit or proceeding which may be instituted, prosecuted, or maintained in breach of the covenants contained in this Section 29.

By its initials below, Lessee hereby acknowledges and confirms its agreement to the waivers, releases, covenants and agreements of this Section 29. _____________ ____________
Lessee Initials Lessee Initials

30. VACATING.

Upon termination of the tenancy, Lessee shall completely vacate the Premises, Building and Project, including the removal of any and all of its personal property and fixtures (whether or not identified on the Inventory of Fixtures (Exhibit B). Before departure, Lessee shall return keys and the Premises (including Lessee Improvements) to City in good, clean and sanitary condition, reasonable wear and tear excepted. Lessee shall allow City to inspect the Premises to verify the condition of the Premises and its contents.

31. ABANDONMENT.

Lessee’s absence from the Premises for three (3) consecutive days, without prior notice, during which time rent or other charges are delinquent, shall be deemed abandonment of the Premises and a material default by Lessee entitling City to the remedies in Section 16 above, including the right to terminate this Lease. In the event of such termination, City shall be authorized to enter and take possession and to remove and dispose of the property of Lessee and its employees, agents, contractors and invitees without any liability whatsoever to City.

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32. PROPRIETARY AND GOVERNMENTAL ROLES; ACTIONS BY CITY.

Except where clearly and expressly provided otherwise in this Lease, the capacity of the City in this Lease shall be as owner and lessor of property only (“Proprietary Capacity”), and any obligations or restrictions imposed by this Lease on the City shall be limited to that capacity and shall not relate to, constitute a waiver of, supersede or otherwise limit or affect its governmental capacities, including enacting laws, inspecting structures,

reviewing and issuing permits, and all of the other legislative and administrative or enforcement functions pursuant to federal, state or local law (“Governmental Capacity”).

When acting in its Proprietary Capacity, discretionary actions may be undertaken by the City Manager or other designees as designated by the City Manager to the extent otherwise provided for in this Lease. In addition, nothing in this Lease shall supersede or waive any discretionary or regulatory approvals required to be obtained from the City under applicable law, nor guarantee that the City, in its Governmental Capacity, will grant any particular request for a license, permit or other regulatory approval. Lessee understands that the City may grant or deny such request in its sole discretion, and may impose such terms and conditions as it deems consistent with that discretion and applicable laws.

33. HOLDOVER.

Lessee has no right to retain possession of the Premises or any portion thereof beyond the expiration or termination of this Lease. In the event that Lessee holds over after the expiration of the term without executing a new lease, then such holding over shall be construed as a tenancy from month-to-month, subject to all conditions, provisions and obligations of this Lease insofar as they are applicable to a month-to-month tenancy, except that the Base Rent portion of the rent shall be increased to 150% of the amount of the Base Rent payable immediately prior to the expiration or termination of the Lease, as the case may be. Nothing contained herein shall be construed as consent of City to any holding over by Lessee.

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34. NOTICES.

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

City of Santa Clara
Attention: City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Or by facsimile at (408) 241-6771

And to Lessee addressed as follows:

Lessee’s Notice Address:

Name: Uyen H P Le
Address: 1000 Lafayette Street Suite D, Santa Clara, CA 95050 Phone: (408) 818-0644

Notices may be served upon Lessee in person or by first class mail or by certified mail to Lessee whether or not said mailing is accepted by Lessee. If notice is sent via facsimile, a signed, hard copy of the material shall also be mailed. The workday the facsimile was sent shall control the date notice was deemed given if there is a facsimile machine generated document on the date of transmission. A facsimile transmitted after 1:00 P.M. on a Friday shall be deemed to have been transmitted on the following Monday. These addresses shall be used for service of process.

35. TIME.

Time shall be of the essence in this Lease.

36. MISREPRESENTATIONS.

Any statements submitted to City in the Application to Rent by Lessee (if applicable) are considered inducements to execute this Lease. Misrepresentations shall entitle City to terminate this Lease at any time.

37. AMENDMENTS.

It is mutually agreed that no oral Leases have been entered into and that no alteration or variation of the terms of this Lease shall be valid unless made in writing and signed by the Parties to this Lease.

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38. INDEPENDENT LEGAL ADVICE.

Each Party represents and warrants to the other the following: they have carefully read this Lease, and in signing this Lease, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Lease, or have knowingly chosen not to consult legal counsel as to the matters set forth in this Lease; and, they have freely signed this Lease without any reliance upon any agreement, promise, statement or representation by or on behalf of the other party, or their respective agents, employees, or attorneys, except as specifically set forth in this Lease, and without duress or coercion, whether economic or otherwise.

39. SERVICE CHARGE.

A service charge of twenty dollars ($20.00) will be made for each check that must be resubmitted for payment.

40. SIGNING AUTHORITY.

If this Lease is not signed by all Lessees named herein, the person actually signing warrants that he/she has the authority to sign for the others.

41. CHANGE OF LOCKS.

Lessee may install new locks on all exterior doors. Lessee shall advise City of such action and shall provide City with keys to said locks. Lessee shall also deliver to City the old locks with keys. Upon termination, Lessee shall leave new locks that shall become the property of City.

42. CAPTIONS/RECITALS.

The captions of the various sections, paragraphs and subparagraphs of this Lease are for convenience only and shall not be considered or referred to in resolving questions of interpretation. All of the recitals of this Lease, and the defined terms set forth therein, are incorporated into and made a part of this Lease by this reference.

43. REPAIRS.

Except as expressly provided in this Lease, City shall have no obligation to repair or maintain the Premises or any alterations thereto or facilities placed therein. Lessee expressly waives the benefit of any statute now or hereinafter in effect which would otherwise afford Lessee the right to make repairs at City’s expense or to terminate this Lease because of City’s failure to keep Premises in good order, condition and repair.

Lessee shall not call on City to make any improvements or repairs to said property of any kind whatsoever.
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44. SURRENDER OF LEASE NOT MERGER.

The voluntary or other surrender of this lease by Lessee, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of City, terminate all or any existing subleases or subtenancies, or may, at the option of City, operate as an assignment to it of any and all such subleases or subtenancies.

45. INTEGRATED DOCUMENT; AMENDMENTS.

This Lease, including any exhibits attached hereto, embodies the entire agreement between City and Lessee and its terms and conditions. No other understanding, agreements, conversations or otherwise, with any officer, agent or employee of City prior to execution of this Lease shall affect or modify any of the terms or obligations contained in any documents comprising this Lease. Any such verbal agreement shall be considered as unofficial information and in no way binding upon City. This Lease may be modified only by a written amendment duly executed by the Parties to this Lease, pursuant to Section 37 entitled “Amendments.” All agreements with City are subject to approval of the City Council before City shall be bound thereby.

46. WAIVER.

Waiver by City of one or more conditions of performance or any breach or condition under this Lease shall not be construed as a waiver(s) of any other condition of performance or subsequent breaches or conditions. The subsequent acceptance by a Party of the performance of any obligation or duty by another Party shall not be deemed to be a waiver of any term or condition of this Lease. The exercise of any remedy, right, option or privilege hereunder by City shall not preclude City from exercising the same or any and all other remedies, rights, options and privileges hereunder and City’s failure to exercise any remedy, right, option or privilege at law or equity, or otherwise which City may have, shall not be construed as a waiver.

47. INTERPRETATIONS.

In construing or interpreting this Lease, the word “or” shall not be construed as exclusive and the word “including” shall not be limiting. The Parties agree that this Lease shall be fairly interpreted in accordance with its terms without any strict construction in favor of or against any other Party.

48. SEVERABILITY CLAUSE.

If any provision of this Lease is held to be illegal, invalid or unenforceable in full or in part, for any reason, then such provision shall be modified to the minimum extent necessary to make the provision legal, valid and enforceable, and the other provisions of this Lease shall not be affected thereby.
.93;2658Ā/8<479:4Ā1.*Ā' #0.)$Ȁ/0-&Ȁ$%(0Ȁ+-!0Ȁ0-",$(#.!'+%,608/325Ā-5914671Ā.,)Ā #' $$!"Ȁ% ,%Ȁ$(%*Ȁ+(&(Ȁ#!!**### *," Lease Agreement/ Uyen H P Le, a California Sole Proprietor. Page 30 of 33 Rev.: 02-01-15
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49. GOVERNING LAW.

This Lease shall be governed and construed in accordance with the statutes and laws of the State of California.

50. VENUE.

In the event that suit shall be brought by any Party to this Lease, the Parties agree that venue shall be exclusively vested in the state courts of the County of Santa Clara.

51. COMPLIANCE WITH LAWS.

Lessee shall not use the Premises or permit anything to be done in or about the Premises which will in any way conflict with any law, statute, zoning restriction, ordinance or governmental law or rule, regulation, or requirement, including any Hazardous Materials laws or regulations, of any duly constituted public authorities now in force or which may hereafter be enacted or promulgated, or which will subject City to any liability for injury to any person or property by reason of any business operation being conducted in or about the Premises. To the extent required due to Lessee’s specific use of the Premises, alterations of the Premises made by Lessee, or as a result of Lessee’s application for permits or authorizations, Lessee shall, at its sole cost and expense, promptly comply with all applicable laws, statutes and ordinances, governmental rules, regulations, orders, permits, licenses, approvals, authorizations, federal and state disability laws, and other requirements including the Americans with Disabilities Act (“ADA”) of 1990 (42 U.S.C. 12101 et seq.), together with any amendment thereto or regulations promulgated under any of the foregoing, and any state or local ordinances or codes enacted pursuant thereto, and with all requirements of any board or fire insurance underwriters or other similar bodies, now or hereafter constituted, relating to or affecting the condition, use, or occupancy of the Premises by Lessee, any improvements or alterations made by, on behalf of, or for Lessee, or any other Lessee acts or omissions.

The final judgment of any court of competent jurisdiction or the admission of Lessee in any action against Lessee, whether City be a party thereto or not, that Lessee has violated any laws shall be conclusive of that fact as between City and Lessee. Lessee, within ten (10) days after receipt, shall provide City with copies of any notices it receives regarding a material violation or alleged material violation of any Laws. Lessee shall also cause its agents, contractors, subcontractors, employees, customers, and subtenants to comply with all applicable laws.

52. COUNTERPARTS; ELECTRONIC SIGNATURES.

This Lease 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 .93;2658Ā/8<479:4Ā1.*Ā' #0.)$Ȁ/0-&Ȁ$%(0Ȁ+-!0Ȁ0-",$(#.!'+%,608/325Ā-5914671Ā.,)Ā #' $$!"Ȁ% ,%Ȁ$(%*Ȁ+(&(Ȁ#!!**### *," Lease Agreement/ Uyen H P Le, a California Sole Proprietor. Page 31 of 33 Rev.: 02-01-15
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agree that signatures on this Lease, including those transmitted electronically by email or facsimile, shall be sufficient to bind the Parties.

53. ACCESSIBILITY; DISABILITY LAWS.

53.1 The Premises have not undergone an inspection by a Certified Access Specialist.

53.2 “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.”

53.3 Since compliance with the ADA and other federal and state disability laws (collectively, “Disability Laws”) is dependent upon Lessee’s specific use of the Premises, City makes no warranty or representation as to whether or not the Premises comply with Disability Laws. In the event that Lessee’s use of the Premises requires modifications or additions to the Premises in order to be in compliance with Disability Laws, Lessee agrees to make any such necessary modifications and/or additions at Lessee’s sole cost and expense.

54. OFAC COMPLIANCE.

Lessee represents and warrants to City that Lessee is not a party with whom City is prohibited from doing business pursuant to the regulations of the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury, including those parties named on OFAC’s Specially Designated Nationals and Blocked Persons List. Lessee is currently in compliance with, and shall at all times during the term of this Lease remain in compliance with, the regulations of OFAC and any other governmental requirement relating thereto. In the event of any violation of this section, City shall be entitled to immediately terminate this Lease and take such other actions as are permitted or required to be taken under law or in equity. LESSEE SHALL DEFEND, INDEMNIFY AND

HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL CLAIMS,

DAMAGES, LOSSES, RISKS, LIABILITIES AND EXPENSES (INCLUDING

ATTORNEYS' FEES AND COSTS) INCURRED BY CITY ARISING FROM OR RELATED TO ANY BREACH OF THE FOREGOING CERTIFICATIONS. These indemnity obligations shall survive the expiration or earlier termination of this Lease.

.93;2658Ā/8<479:4Ā1.*Ā' #0.)$Ȁ/0-&Ȁ$%(0Ȁ+-!0Ȁ0-",$(#.!'+%,608/325Ā-5914671Ā.,)Ā #' $$!"Ȁ% ,%Ȁ$(%*Ȁ+(&(Ȁ#!!**### *," Lease Agreement/ Uyen H P Le, a California Sole Proprietor. Page 32 of 33 Rev.: 02-01-15
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55. NO BROKERAGE.

City is represented in this transaction by Eugene Burger Management Corporation (“City’s Agent”). Brokerage fees, commissions or other payments owed to City’s Agent, if any, in connection with this Lease transaction shall be paid by City per the terms of a separate agreement between City and City’s Agent. Lessee represents and warrants to City that Lessee is represented in this transaction by Alex Ayala Sr. (“Lessee’s Agent”).

Fees, if any, payable to Lessee’s Agent, if applicable, shall be paid pursuant to separate agreement(s) between City’s Agent and Lessee’s Agent or between Lessee and Lessee’s Agent. Lessee shall indemnify and defend City from and against any claims made by Lessee’s Agent or any other person or entity purporting to represent Lessee in this transaction for any finder’s fee, brokerage fee, commission or other payment claiming through Lessee or its affiliates with respect to the execution of this Lease or the consummation of the transaction contemplated hereby.

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[Signatures on next page]
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CITY OF SANTA CLARA, CALIFORNIA, a chartered California municipal corporation

Dated: ________________________
APPROVED AS TO FORM:

By:

Office of City Attorney

RAJEEV BATRA
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210

Fax: (408) 241-6771
“CITY”
Uyen H P Le a California Sole Proprietor

Dated: _________________________
By:

(Signature of Person executing the Agreement on behalf of Lessee)
Name: Uyen H P Le
Title: Owner
Local Address: 1000 Lafayette Street Suite D
Santa Clara, CA 95050
Email Address: [email protected]
Telephone: (408) 818-0644
Fax: ( )
“LESSEE”

.93;2658Ā/8<479:4Ā1.*Ā' #0.)$Ȁ/0-&Ȁ$%(0Ȁ+-!0Ȁ0-",$(#.!'+% 


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~ DocuSigned by:
------------------ ~ 1~J;664FD ____ _
________ ________
________ ________

INITIALS INITIALS
© 2017 AIR CRE. All Rights Reserved. Last Edited: 5/24/2022 10:44 AM ADD-1.03, Revised 10-22-2020 Page 1 of 1

ADDENDUM TO LEASE
Date: May 24, 2022
By and Between
Lessor: UyenHPLe,aCaliforniaSoleProprietor
Lessee: City of Santa Clara, California, a
chartered municipal corporation
Property Address: 1000 Lafayette Street Unit D, Santa Clara, CA 95050 (street address, city, state, zip)
Paragraph: 56
In the event of any conflict between the provisions of this Addendum and the printed provisions of the Lease, this Addendum shall control.

AIR CRE * h Ʃps://www.aircre.com * 213-687-8777 * [email protected] NOTICE: No part of these works may be reproduced in any form without permission in wri Ɵng.  Rent
Schedule:

Monthly
Base
Rent
shall
be
adjusted
as
follows:
" JuMZ
1,
2022
-
September
30,
2022
-
$2,000.00
+
Triple
Net # October
1,
2022
-
September
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-
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+
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A IRCRE
contracts
Lease Agreement/ Uyen H P Le, a California Sole Proprietor Exhibit A Page 1 of 1 Rev.: 02-01-15
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COMMERCIAL PROPERTY LEASE AGREEMENT

BY AND BETWEEN

CITY OF SANTA CLARA, CALIFORNIA
AND
Uyen H P Le, a California Sole Proprietor

EXHIBIT A

Address: 1000 Lafayette Street, Santa Clara, CA 95050
APN: 269-22-089
Lot Size: 1.319 AC
Legal Brief Description: CITY: SANTA CLARA LOT B RECORDER'S BOOK 437 PAGE 46

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COMMERCIAL PROPERTY LEASE AGREEMENT

BY AND BETWEEN

CITY OF SANTA CLARA, CALIFORNIA
AND
Uyen H P Le, a California Sole Proprietor

EXHIBIT B

INVENTORY OF FIXTURES

1. Tables

2. Chairs

3. Ice Cream Machines

4. Counter top appliances of any sort

5. Wall Art

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COMMERCIAL PROPERTY LEASE AGREEMENT

BY AND BETWEEN

CITY OF SANTA CLARA, CALIFORNIA
AND
Uyen H P Le, a California Sole Proprietor

EXHIBIT C

INSURANCE REQUIREMENTS

Lessee shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the Lessee’s operation and use of the leased premises. The cost of such insurance shall be borne by the Lessee.

A. MINIMUM SCOPE AND LIMIT OF INSURANCE

Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insuran ce Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Workers’ Compensation Insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease. (This applies to lessees with employees).

3. Property insurance against all risks of loss to any tenant improvements or betterments, at full replacement cost with no coinsurance penalty provision.

If the Lessee maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Lessee. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

B. OTHER INSURANCE PROVISIONS:

The insurance policies are to contain, or be endorsed to contain, the following provisions:

1. Additional Insured Status: The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of .93;2658Ā/8<479:4Ā1.*Ā' #0.)$Ȁ/0-&Ȁ$%(0Ȁ+-!0Ȁ0-",$(#.!'+% ,608/325Ā-5914671Ā.,)Ā #' $$!"Ȁ% ,%Ȁ$(%*Ȁ+(&(Ȁ#!!**### *," Lease Agreement/ Uyen H P Le, a California, Sole Proprietor Exhibit C Page 2 of 3 Rev.: 02-01-15
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work or operations performed by or on behalf of the Lessee including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Lessee’s insurance (at least as broad as ISO Form CG 20 10).

2. Primary Coverage: For any claims related to this contract, the Lessee’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Lessee’s insurance and shall not contribute with it.

3. Legal Liability Coverage: The property insurance is to be endorsed to include Legal Liability Coverage (ISO Form CP 00 40 04 02 or equivalent) with a limit equal to the replacement cost of the leased property.

4. Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.

5. Waiver of Subrogation: Lessee hereby grants to City a waiver of any right to subrogation which any insurer of said Lessee may acquire against the City by virtue of the payment of any loss under such insurance. Lessee agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

6. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A: VII, unless otherwise acceptable to the City.

7. Self-Insured Retentions: Self-insured retentions must be declared to and approved by the City. The City may require the Lessee to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.

8. Verification of Coverage: Lessee shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before occupying the premises. However, failure to obtain the required documents prior to the work beginning shall not waive the Lessee’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.

.93;2658Ā/8<479:4Ā1.*Ā' #0.)$Ȁ/0-&Ȁ$%(0Ȁ+-!0Ȁ0-",$(#.!'+% ,608/325Ā-5914671Ā.,)Ā #' $$!"Ȁ% ,%Ȁ$(%*Ȁ+(&(Ȁ#!!**### *," Lease Agreement/ Uyen H P Le, a California, Sole Proprietor Exhibit C Page 3 of 3 Rev.: 02-01-15
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9. Special Risks or Circumstances: City reserves the right to modify these requirements at any time, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

.93;2658Ā/8<479:4Ā1.*Ā' #0.)$Ȁ/0-&Ȁ$%(0Ȁ+-!0Ȁ0-",$(#.!'+% ,608/325Ā-5914671Ā.,)Ā #' $$!"Ȁ% ,%Ȁ$(%*Ȁ+(&(Ȁ#!!**### *," City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1362 Agenda Date: 12/5/2023

REPORT TO COUNCIL

SUBJECT
Action on the Downtown Precise Plan, Downtown Form Based Zoning Code, Related Amendments to the General Plan, and Associated Environmental Impact Report and Mitigation Monitoring and Reporting Program

COUNCIL PILLAR
Promote and Enhance Economic, Housing and Transportation Development

BACKGROUND
Following a five plus-year community engagement process, the City has developed a Precise Plan and a Form Based (Zoning) Code to implement the City of Santa Clara’s 2010-2035 General Plan (General Plan) goals and policies to promote the redevelopment of the City’s historic downtown area (identified in the General Plan as the Downtown Focus Area). The Downtown Precise Plan (Plan) is a long-range planning document that provides detailed guidance for future land uses, urban design standards, and public right-of-way design concepts. The Plan and Form Based Code are intended to implement the General Plan’s goals and policies for the Downtown Focus Area by establishing development regulations for the Plan Area. Adoption of the Plan and Form Based Code will establish guidance and standards for new development within a portion of the Downtown Precise Plan Focus Area through policies, guidelines, and illustrations that implement the community vision and objectives for a vibrant, pedestrian-oriented destination Downtown. The Form Based Code will provide objective design standards to regulate new development projects.

The Plan and Form Based Code was presented before the Planning Commission at a publicly noticed meeting on October 25, 2023. The Planning Commission staff report (Attachment 1) provides an analysis of the project’s consistency with the General Plan, and a description of the Downtown planning process, project timeline, community engagement, and community design principles. The staff report also describes topics regarding the Plan’s implementation, including the interest of the Downtown Community Task Force (DCTF) in creating a follow-up “Community Benefits Program” after the Precise Plan adoption. The report also describes implementation challenges, including the current unfavorable economic climate, as well as ongoing challenges to build out the Plan as envisioned through the Form Based Code, due to recent State laws which override local land use authority.

At the conclusion of the public hearing, the Planning Commission unanimously voted to recommend approval of the project (6-0-1, Commissioner Bhatnagar absent).

The City Council is being asked to conduct a public hearing and take five actions related to preparation of the Plan and Form Based Code for the Downtown Focus Area:

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1. Acceptance of the Water Supply Assessment (WSA);

2. Approval and certification of the Environmental Impact Report (EIR) prepared to analyze the potential environmental impacts for the project and adoption of a Mitigation Monitoring and Reporting Program;

3. Adoption of the Precise Plan;

4. Adoption of associated General Plan text amendments to modify the Downtown Core land use designation, and amending the General Plan Land Use diagrams for Phases II and III to reflect the Downtown Precise Plan; and

5. Adoption of the Downtown zoning district into the Zoning Code.

DISCUSSION
At the October 25, 2023 Planning Commission meeting, staff presented an overview of the Downtown Precise Plan and Form Based Code and its conformance with the California Environmental Quality Act (CEQA).

Ten members of the public provided comments, including four members of the DCTF. In summary, public comments supported the importance of having Objective Design Standards, such as those provided in the Form Based Code, and to apply those standards consistently to new development.

Speakers stated that the Form Based Code is designed to provide good form, put the soul back into buildings, and to create places for people. The commercial and public spaces envisioned in these planning documents will give the community a destination, promoting walking and socializing, and the community understands that the tradeoff for achieving the vision is allowing for increased density. A University student stressed that free public spaces are important for young people and currently there is a lack of those spaces in Downtown, as well as a lack of restaurants. It was further mentioned that university students should be viewed as a catalyst for the new Downtown. Finally, the Downtown should be an iconic destination with green space, places for art and curated activities, and a place for all of Santa Clara.

Following public comments, the Planning Commission discussed the project. The Planning Commission was impressed with the amount of community involvement in the development of the Plan and the passion exhibited by the citizens in making the Plan successful. Planning Commissioners discussed the need for supercharger stations for electric vehicles, a plan and process for public art, the possibility to establish a 1% for art fee, and the desire for an iconic photo moment (e.g. an I Love Santa Clara sign). The Commission also discussed the importance of wayfinding signage, water stations, and power outlets in light poles for use during public events or by vendors. The Planning Commission then concluded discussion and adopted resolutions to unanimously recommend to the City Council approval of the project.

ALUC Review
The Plan was referred to the Airport Land Use Commission (ALUC) for review as the Plan affects property within the Airport Influence Area (AIA) of the San Jose International Airport (SJC). At the November 15, 2023 ALUC meeting, the Santa Clara County Airport Land Use Commission found the Plan to be inconsistent with the policies of San Jose Airport Comprehensive Land Use Plan (CLUP).

The eastern half of the Plan area lies within the Traffic Pattern Zone (TPZ) of SJC, while the western half of the project area does not lie within any safety zone. The entire Plan area is located outside of the noise contours of the airport area. The proposed 124-foot maximum height allowed under potential bonus heights of the Plan would conflict with the 212-foot Part 77 Surface when noting the maximum elevation of the project area is 95 feet above Mean Sea Level (MSL). This scenario would City of Santa Clara Printed on 12/13/2023Page 2 of 5
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have a structure at the highest elevation above MSL to pierce the associated Part 77 Surface by 7 feet, leading to an inconsistency with the SJC CLUP.

In order to be consistent with the CLUP, the ALUC recommended that the following policies be added to the Precise Plan and Form Based Code that will apply to any new development on property within the Airport Influence Area (AIA).

When measuring development height for consistency with the San José International Airport (SJC) Comprehensive Land Use Plans (CLUP) Part 77 Surfaces, height is to be measured from mean sea level (MSL) to the top of the highest point of any proposed structure. Height of any proposed structure is subject to height policies set forth in the SJC and RHV CLUPs and may not exceed the Part 77 Surface immediately above that proposed structure.

All proposed development within the SJC CLUP Traffic Pattern Zone shall comply with the applicable open space requirements of the SJC CLUP (SJC CLUP policy S-5 and Table 4-2).

Where legally allowed, dedication of an avigation easement to the City of San José shall be required to be offered as a condition of approval on all projects located within the Airport Influence Area.

The proposed policy recommendations are acceptable in that they are standard practices the City follows within the Airport Influence Area and the recommended policies have been added to the Downtown Precise Plan.

ENVIRONMENTAL REVIEW
The action being considered takes into account the potential environmental impacts of the project through the preparation of an Environmental Impact Report for the project. The EIR was prepared in accordance with the California Environmental Quality Act and circulated for a 45-day public review between May 31, 2023 and July 17, 2023. A total of three comments were received during the comment period. Two were from local/regional agencies, Valley Water and the Santa Clara Valley Transportation Authority. The third letter received was from an organization, the Judicial Council of California. None of the comment letters identified a new significant impact or have provided substantial evidence that the CEQA analysis is otherwise inadequate. Recirculation of the EIR is therefore not required. Responses to the Draft EIR comments, as well as minor text changes and clarifications, in the form of a Final EIR, were made available to the public through the City’s website on October 11, 2023, and have been forwarded on to any commenters on the Draft EIR. A website link to the Final EIR, Mitigation Monitoring and Reporting Program (MMRP), CEQA Findings, Statement of Overriding Considerations and Response to Comments is provided in Attachment 2 to this report.

The EIR identified potential environmental impacts associated with the project and identified air quality, biological, cultural resources, geology and soils, hazards and hazardous materials, noise, and tribal cultural resources as having impacts that with the incorporation of mitigation measures would be reduced to less than significant. The EIR also identified Greenhouse Gas Emissions as having a significant unavoidable impact with mitigation incorporated and Land Use and Planning as having a significant unavoidable impact.

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development assumptions of the 2022 Climate Action Plan (CAP), in that only a portion of the Plan’s development capacity was accounted for in the 2022 CAP assumptions. As such, projects approved prior to January 1, 2031 would be required to demonstrate conformance with the 2022 CAP measures and projects approved after December 31, 2030 would not be covered by the 2022 CAP and will be required to implement Mitigation Measures GHG-1.1 and GHG-1.2 as outlined in the EIR.

For Land Use and Planning, the EIR identifies that even with implementation of the Greenhouse Gas Emissions Mitigation Measures GHG1.1 and GHG-1.2, projects initiated after 2030 could conflict or otherwise interfere with the statewide GHG reduction measures set forth by SB 375. As a result, implementation of the Plan would result in a significant unavoidable land use impact.

Water Supply Assessment
City staff prepared a Water Supply Assessment for the Plan, which is in Appendix E of the EIR. An Assessment is required to analyze the utility’s current and future water supplies as well as the current and projected water demands in the utility’s service area. The Assessment must include a determination as to whether additional water supplies are necessary or if sufficient water supplies exist for the proposed development. The law also requires that the water utility’s governing body approve water supply assessments. The City Council is the governing body for the City’s Water Utility.

The Assessment provides a detailed analysis of the amount of water necessary to meet the needs of the proposed development and the City’s ability to supply that amount of water based on the projections identified in the City’s Urban Water Management Plan as well as water supply assessments prepared after the City’s Urban Water Management Plan was approved in 2020. The Assessment found that the City’s water utility has sufficient water supplies to meet the projected water demand of this development during normal, single dry year, and multiple dry year scenarios.

Council’s approval of the Assessment (see attached resolution, Attachment 3) is necessary for the Plan to be approved.

Conclusion
A detailed discussion of the potential impacts and mitigation measures to be applied are specified in the EIR and would be implemented through project conditions of approval and the MMRP for the proposed project.

FISCAL IMPACT
There is no fiscal impact to the City other than administrative staff time and expense to prepare this report.

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

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

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On October 11, 2023, a notice of public hearing of this item was posted in three conspicuous locations within 1,000 feet of the project site. A notice of public hearing was also published in the Weekly, a newspaper of general circulation in the City, on October 11, 2023. As of the time of this report, the Community Development Department has not received any comments. However, public input has been received and considered throughout the planning process and is described in more detail in the Planning Commission staff report (Attachment 1).

ALTERNATIVES

1. Provide alternate direction regarding adoption of a resolution approving the Downtown Precise Plan Water Supply Assessment.

2. Provide alternate direction regarding the adoption of a resolution approving and certifying the Final EIR prepared for the Santa Clara Downtown Precise Plan (SCH # 2022010282), including CEQA Findings and a Statement of Overriding Considerations.

3. Provide alternate direction regarding the adoption of a resolution approving the Downtown Precise Plan.

4. Provide alternate direction regarding the adoption of a resolution approving a General Plan text amendment to modify the Downtown Core land use designation, and amending the General Plan Land Use diagrams for Phases II and III to reflect the Downtown Precise Plan.

5. Provide alternate direction regarding the adoption of an ordinance amending the zoning code to create the Downtown Zoning district.

RECOMMENDATION
Alternative:

1. Adopt a resolution approving the Downtown Precise Plan Water Supply Assessment.

2. Adopt a resolution approving and certifying the Final EIR prepared for the Downtown Precise Plan and Form Based Code (SCH # 2022010282), including CEQA Findings and a Statement of Overriding Considerations, and adopting the project’s Mitigation Monitoring and Reporting Program.

3. Adopt a resolution approving the Downtown Precise Plan.

4. Adopt a resolution approving a General Plan text amendment to modify the Downtown Core land use designation and amending the General Plan Land Use diagrams for Phases II and III to reflect the Downtown Precise Plan.

5. Waive first reading and introduce an ordinance amending the zoning code to create the Downtown Zoning district and make corresponding changes to the zoning map.

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

ATTACHMENTS

1. Planning Commission Staff Report of October 25, 2023

2. Web Links to the Precise Plan, Form Base Zoning Code, Environmental Impact Report, CEQA Findings, Statement of Overriding Considerations, Downtown website

3. Water Supply Assessment Resolution

4. Final EIR Resolution

5. Downtown Precise Plan Resolution

6. General Plan Amendment Resolution

7. Form Based Zoning Code Ordinance
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1115 Agenda Date: 10/25/2023

REPORT TO PLANNING COMMISSION

SUBJECT
Action on the Downtown Precise Plan, Downtown Form Based Zoning Code, Related Amendments to the General Plan, and Associated Environmental Impact Report and Mitigation Monitoring and Reporting Program.

COUNCIL PILLAR
Promote and Enhance Economic, Housing and Transportation Development

EXECUTIVE SUMMARY
Following a five plus-year community engagement process, the City has developed a Precise Plan and a Form Based (Zoning) Code to implement the City of Santa Clara’s 2010-2035 General Plan goals and policies for the Downtown Focus Area to promote the redevelopment of the City’s historic downtown area. The Downtown Precise Plan is a long-range planning document that provides detailed guidance for future land uses, urban design standards, and public right-of-way design concepts. The Precise Plan and Form Based Code are intended to implement the General Plan’s goals and policies for the Downtown Focus Area by establishing development regulations for the Plan Area. Adoption of the Precise Plan and Form Based Zoning Code will establish guidance and standards for new development within a portion of the Downtown Precise Plan Focus Area through policies, guidelines, and illustrations that implement the community vision and objectives for a vibrant, pedestrian-oriented destination Downtown. The Form Based Code will provide objective design standards to regulate new development projects.

Precise Plans, Form Based Codes and other focused land use regulations outline specific criteria for development in a designated area and are intended to convey a community’s desire for how development should occur. Such regulations are tools that articulate clear (“objective”) standards, with the hope that property owners, investors, and developers will align to those standards. As a benefit to aligning to the community’s objective standards, the approval process for projects that are consistent with those standards is streamlined and generally avoid lengthy local/city processes for exceptions and code amendments. However, over the last 5-10 years, the State of California has adopted housing laws that bypass local approval processes. The stated intent for many of these laws are to: (1) increase the production of housing, (2) reduce barriers imposed by local agencies, (3) increase affordability, and (4) reduce processing times for planning entitlements and building permits.

Due to the myriad of State laws that allow local land use rules to be waived, local policy makers often balance community desires to impose regulations on development, with the alternatives provided by State housing laws. If local regulations are viewed as being too stringent, developers/property owners may seek to utilize State laws to waive local rules, thus limiting the effectiveness of tools such as precise plans and form based codes.

Through this report, its attachments, and the presentation(s) at the October 25, 2023 meeting, the City of Santa Clara Printed on 10/23/2023Page 1 of 15
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Planning Commission is being asked to conduct a public hearing and make recommendations on three actions for City Council consideration related to the adoption of a Downtown Precise Plan and Form Based Zoning Code for the City of Santa Clara:
1) Recommendation on the adequacy of the Environmental Impact Report (EIR) prepared to analyze the potential environmental impacts for the project and an associated Mitigation Monitoring and Reporting Program, set of CEQA Findings and a Statement of Overriding Considerations;
2) Recommendation to the City Council on the adoption of the Downtown Precise Plan and Related General Plan Amendments; and
3) Recommendation to the City Council on the adoption of an ordinance amending the zoning code to create the Downtown Form Based Zoning district.

BACKGROUND
The City of Santa Clara’s 2010-2035 General Plan identifies focus areas for the City’s growth throughout the City, including the Downtown area, to promote the City’s diverse economic base and meet the demand for housing that addresses job growth in the City and region.

Downtown Planning Process
While the City has made previous attempts to plan for and redevelop its historic Downtown, efforts began anew after the adoption of the 2010 General Plan when in August 2015 the City Council adopted a Strategic Objective to evaluate a Santa Clara Downtown/Super Block project. The City then hired an urban design consultant to help facilitate a series of community workshops and meetings which took place between October 2015 and November 2017, and were used to gather input on a vision for the Downtown area’s future development. Through this process, the community identified several objectives for the redevelopment of the Downtown area as a vibrant, pedestrian- oriented destination, including, as a primary objective, the restoration of Franklin Street as a public right-of-way open to vehicular traffic. These objectives were subsequently used as an input into a more rigorous planning effort which began in 2019.

The possibility of revitalizing the City’s historic Downtown area energized City community members, including organizations such as Reclaiming Our Downtown (ROD) and the Old Quad Resident’s Association (OQRA). In 2018, ROD began actively lobbying the City for a restoration of the City’s historic downtown, and in particular the development of a theater. The community’s interest in the preparation of a plan for near-term redevelopment and revitalization of the downtown grew to include other community members. In response to this community interest, the City Council included $578,346 to support the preparation of a Downtown Precise Plan in the City’s FY 2018/19 and 2019/20 Adopted Capital Improvement Program Budget. The Downtown Precise Plan was intended to provide guidance for new development within the Downtown area through policies, guidelines, and illustrations intended to implement the community’s vision and objectives for a vibrant, pedestrian- oriented downtown destination. Following approval of this funding, the City issued a Request for Qualifications (RFQ) for consultant services to support the initiation of the Precise Plan preparation process. In October 2019, the City entered into an agreement with the selected consultant, WRT, for preparation of the Precise Plan. In June 2020, the agreement was amended to add $100,000 for the study of additional land use options and their financial feasibility and additional meetings with stakeholders and the Task Force.

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the Plan throughout the planning process. The members of the DCTF include representation from a diverse range of backgrounds and perspectives including the OQRA, ROD, Santa Clara University, the Historical and Landmarks Commission, and the Cultural Commission. The DCTF is an advisory body that met over the course of the Downtown Precise Plan planning process. The purpose and mission of the Task Force was to provide input and help guide the Downtown Precise Plan planning process through:
 High-level strategic thinking on the direction of the plan at key points in the project;  Review, interpretation, and guidance on the results of the public workshops and other engagement activities; and
 Recommendations on the vision, land use, circulation, and key policy topics for the project area.

As the planning process progressed, the DCTF proactively contemplated the next steps towards implementation of the Precise Plan with the goal of making sure that those steps lead to the best possible outcomes for a successful downtown. Accordingly, the DCTF requested the City Council to add the preparation of a Form Based Zoning Code for Downtown to the consultant scope of services.

Form Based Codes are an alternative approach to zoning standards that are particularly applied to areas where a pedestrian-oriented environment and more traditional “Main Street” type of development is a priority. Form Based Codes may omit much of the land use regulations found in conventional zoning codes, thereby allowing for a mix of uses (e.g., residential above commercial) that would have been seen in a traditional Downtown environment, while also establishing very precise regulations for architectural form, such as specifications for minimum and maximum setbacks, location and size of building entries, allowable building materials and other architectural elements critical to the creation of a successful pedestrian environment.

In May 2021 the City Council approved a contract amendment to add the Form Based Zoning Code task to the consultant scope of work and planning process and added funding of $300,000 for this additional work from the General Fund Capital Projects Reserve to cover the total cost of the amendment to the Agreement. This amendment brought the total to $978,346 for the development of the Precise Plan and Form Based Code.

A consultant team headed by WRT was engaged to support the City in the preparation of the Downtown Precise Plan and the Form Based Zoning Code. The planning process started with an existing conditions analysis, followed by various forms of community outreach, further detailed in the community outreach section of this report below, to receive community input on visioning, land use, circulation, and design standards. Staff and the consultant team met with a developer stakeholder group and conducted an independent analysis to establish a framework for economic feasibility to inform the planning process with the intent that the Plan would support an adequate amount of new development capacity to promote near-term redevelopment. The process was further layered with review and input from the Downtown Community Task Force (DCTF), as well as internal City departments.

Project Timeline
The following are key milestones in the Precise Plan and Form Based Code planning process:
 October 2019: Consultant (WRT)/City Project Kick-Off Meeting  May 2021: Added Tasks & Budget to Scope (Form Based Code - Sargent Town Planning)  June 2021: Downtown Community Task Force (DCTF) Confirmed the Draft Land Use/Height City of Santa Clara Printed on 10/23/2023Page 3 of 15
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Plan Framework
 September 2021: City Council Confirmed Draft Land Use/Height Plan Framework  October 2021: Community Outreach Complete
 May 2022: Draft Plan Complete (Revised Draft Completed 11-18-22)  June 2022: Draft Form Based Code Complete (Revised Draft Completed 11-17-22)  November 2022: Community Open House - Presentation of Precise Plan & Form Based Code  May 31, 2023 - July 14, 2023: Environmental Impact Report (EIR) Circulation  August 2023: Adoption Draft Precise Plan and Form Based Code Complete  December 2018 through September 2023: Downtown Community Task Force (DCTF) Meetings - 42 Meetings
Preparation of the items now under consideration by the Planning Commission are the result of a nearly four-year community-based planning effort. This process has been largely focused on an appointed Downtown Community Task Force (DCTF) which has thoroughly reviewed all aspects of the proposed Precise Plan and Form-Based Code. The Planning effort began in late 2019 with conventional forms of community engagement (e.g., community meetings, workshops, “pop-up” activities at community events), and then transitioned in 2020, after approximately a six-month delay, to multiple forms of on-line engagement. In-person meetings resumed in early 2023 following the end of the Covid-19 emergency declaration. DCTF meetings have been held once or twice a month with a few breaks since September 2020 until the present time, with the most recent DCTF meeting held on Thursday, October 19, 2023. Agendas and materials for these 43 DCTF meetings are available on the City’s website. All of the DCTF meetings were open to the public and included participation by other community members. Broader community engagement took place through general community meetings, on-line surveys, workshops and other activities conducted at key stages in the planning process.

Community Engagement
Over the course of the Downtown Precise Plan planning process, the planning team has received feedback from community members and stakeholders in the following ways:
 43 Downtown Community Task Force (DCTF) meetings. Details of each meeting, including meeting materials and videos recordings can be found under the Task Force page of the Downtown Precise Plan website.
 Two online Survey’s on the topics of Land Use Concepts during May 2020 and Placemaking during October 2021.
 Two “Meeting in a Box” activities distributed to the community in January/February 2020 and June 2020. (“Meeting in a Box” provided community members with a set of community engagement tools that they could use to lead multiple small groups of community members through in person and on-line planning activities to inform preparation of the Precise Plan.)  Downtown Retail 101 Community Workshop on January 16, 2020.  A lunchtime student engagement workshop at Santa Clara University on January 29, 2020.  Meetings with stakeholders and technical advisors from January through March 2020.  Placemaking Community Workshop on October 12, 2021.
 Community Open House on November 19, 2022.

Summaries and meeting materials for all community engagement activities can be found on the Downtown Precise Plan website under community engagement reports at:
www.santaclaraca.gov/downtown
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Community Design Principles
During the initial year of the planning process, beginning in December 2019, the City and the DCTF solicited community input and crafted and refined a preferred land use “framework plan” for achieving the community vision for Downtown. This is presented in the Precise Plan as an overall Vision for the Downtown that it be “Authentic Adaptable, and Affordable”. In this context, “Authentic” indicates that the Downtown should have a variety of forms that appear to have developed over-time and with multiple architectural styles, similar to the urban form of a traditional downtown. “Adaptable” indicates that the Precise Plan should be able to support development in a variety of economic conditions and accommodate changing social trends. “Affordable” indicates that the retail and the housing found within the Downtown will be at prices accessible to people at a variety of income levels. Collectively these elements suggest that the Downtown will be potential home to and an attractive destination for a wide variety of people from Santa Clara and surrounding communities.

The vision for the design of Downtown is further articulated under two headings, “community priorities for streets and public spaces”, and “urban form”. The vision emphasizes a restored street grid, open spaces for community gathering, human scale and pedestrian comfort, building height variation and a diversity of uses in the following text.

The Precise Plan seeks to achieve the following community priorities for streets and public spaces:
 A restored street grid;
 Multi-modal streets;
 Active and pedestrian-scaled Franklin Street;
 Parks and plazas for community gathering and community programs;  Outdoor seating.

The urban form of Downtown should be characterized by:
 Human scale and pedestrian comfort (The Precise Plan and Form-based Code are intended to provide “Human Scale” architectural elements that reduce the perceived building mass to a comfortable level and provide visual interest as experienced by pedestrians on the street and roadway design that does not give automobile traffic priority over pedestrian comfort.);  Building height variation and diversity;
 Buildings massing that supports urban life and steps down to the neighborhood context;  Integration of traditional and contemporary building forms sensitive to nearby historic homes;  A mix of building uses, including retail, cultural catalysts, housing and offices.

DISCUSSION
The primary issues for the Planning Commission to consider in evaluating the proposed Precise Plan and Form Based Code are consistency with the General Plan and the strength of the Plan’s policies and standards to implement the Plan vision. The Planning Commission, and subsequently the City Council, have the opportunity to review these policies and standards and identify areas where they may be enhanced, modified or further developed to address City objectives and priorities.

Additionally, both bodies should consider the new regulations in the context of State laws that allow local land use rules to be waived. As noted above, if local regulations are viewed as being too stringent, developers/property owners may seek to utilize State laws to waive local rules, thus limiting the effectiveness of tools such as precise plans and form based codes. Input and recommendations from the Planning Commission will be forwarded to the City Council for their consideration; direction from the City Council will be incorporated into the final, adopted version of the Precise Plan and Form Based Code.

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General Plan Consistency
The Project is located within the Downtown Focus Area. Focus Areas identified in the 2010-2035 General Plan represent locations with opportunities for more intense development with limited impact on existing neighborhoods. The Downtown Focus Area provides direction through the following goals for achieving a unique destination in the City to serve both local and regional interests.

5.4.2 -
G1 A Downtown that serves as a primary, pedestrian
-
oriented commercial and cultural
destination.

5.4.2 -
G2 New Downtown development that is integrated with older existing development with respect to intensity, scale and character.

5.4.2 -
G3 Higher
-
intensity development that is concentrated in the area designated as Downtown Core (located in the eastern portion of the Focus Area).

5.4.2 -
G4 Pedestrian and transit priority for mobility in the Downtown Focus Area.

The Precise Plan is consistent with these goals and provides much more detail, and direction on public streets and spaces, essential land uses, urban form, and development capacity.

First, the Plan provides direction on re-establishing the street grid for Downtown, and direction on how each street shall be designed to achieve the desired character and complement adjacent land uses and desired activities. For example, Franklin Street is designated as a pedestrian oriented street with wide sidewalks giving pedestrians the priority, a travel lane in either direction and a multi- use curb lane can be used for a variety of uses that are likely to change over time as the area changes, such as drop-off zones, delivery zones, bike share stations and on-street parking. This configuration differs from Benton Street which is designated as a community connector street that will have traffic and bicycle lanes in each direction separated by a center turn lane and on-street parking with standard sidewalks.

Second, the Plan builds up from the street grid by designating the location of publicly accessible open spaces and retail spaces, as well as retail ready spaces (spaces designed to be able to accept retail uses in the future when there is sufficient demand). The public spaces are linked together along Franklin Street and serve different purposes for Downtown, but all are to be visible from streets, well- lit, and address utilitarian demands while providing space and infrastructure for events and programs.

Third, the Plan provides standards for building form through the establishment of maximum building heights. Parcel-by-parcel, low-intensity land uses will be replaced by development projects that deliver housing and office space in taller buildings with context-appropriate building heights and massing. Proposed building heights will step down in height where the Downtown area abuts existing residential neighborhoods, while stepping up in height along the east end of the Downtown’s central spine, Franklin Street. The Plan envisions that amenities will be most abundant along Franklin Street and at the Main and Franklin Street crossing, marking the Downtown’s “civic axis” leading to City Plaza Park.

Additionally, the Precise Plan boundary generally aligns with the boundary depicted in for the Downtown Focus Area in the General Plan with the exception of the westernmost area along Franklin Street between Madison and Lincoln Streets. This area, which is included in the Focus Area, does not encompass a full block and only incudes narrow/shallow parcels fronting on Franklin Street, of City of Santa Clara Printed on 10/23/2023Page 6 of 15
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which a majority are single-family residences and thereby determined to be not conducive to redevelopment.

Finally, the current General Plan Downtown Focus Area development capacity, corresponding to areas designated as High Density Residential, Community Mixed Use, and Downtown Core, is estimated to be 396 housing units and 130,000 square feet of non-residential development, not including civic uses. The proposed Precise Plan allows for a greater intensity of development with a capacity of up to 1,071 residential units, 531,720 square feet of office space, 197,900 square feet of commercial/retail space, and 44,300 square feet of public space.

Precise Plan
The proposed Precise Plan includes several chapters: Development Framework; Streets and Public Spaces; Ground Floor Uses; Urban Form; Historic Resources; and Implementation.

Development Framework
The Framework provides general guidance for the types of land uses and amount of development allowed within the Precise Plan. The Framework supports an approach to redevelopment that integrates the community’s vision and priorities with the goal of providing sufficient flexibility for the redevelopment of the Downtown to be economically achievable.

A market study was conducted in 2020 to analyze the economic conditions and financial feasibility for the implementation of the Precise Plan. Based on this analysis, the City’s consultant provided recommendations for types and densities of development that would be feasible within the Downtown context. This analysis was presented to the DCTF at DCTF Meeting #6 on March 9, 2020 and is included within the Draft Plan (Attachment #1 Precise Plan, pp 18-20; p. 22). This analysis indicates that feasible forms of development include residential townhouses (30 dwelling units / acre), residential condominiums (at 70 dwelling units per acre or higher), residential rental apartments (at 80 dwelling units per acre or higher), office (Downtown office at a Floor Area Ratio of 5.0). The consultant’s analysis further states that these types of development may be feasible at slightly lower densities. The feasibility analysis for ground floor retail, which is required at some locations in the Precise Plan, indicates that it would be revenue neutral, neither adding to nor detracting from the overall feasibility of mixed-use development.

Market feasibility analyses are based upon a single point in time, but also take longer term trends into consideration. Since the analysis was completed in 2020, market conditions have changed in several ways, two of which are significant considerations for the Downtown. First, speculative office development has dropped significantly as developers remain unsure about the future demand for office space with increased telecommuting still a significant factor. While long-term trends suggest that the Silicon Valley will remain a strong economic driver so that office demand will return, it is unclear what the timing for that return will be. After an initial pause in 2020, demand for residential development has remained strong since 2020 until interest rates rose dramatically earlier this year.

For residential development, the current combination of high interest rates, a lack of interested investors, stable or declining apartment rents, and high construction costs has cooled new market- rate apartment development projects. Townhouse and affordable housing development remains feasible in the current market conditions. Changes in external market conditions could easily return apartment development to feasibility or have other effects. To address these uncertain market conditions, the Precise Plan is intended to provide flexibility for land uses, a range of densities consistent with likely market demand, and land use policies that can be implemented over several City of Santa Clara Printed on 10/23/2023Page 7 of 15
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years as market conditions vary.

To provide flexibility in land development while supporting a traditional downtown form, the Framework focuses upon building form and height in place of a typical land use plan with various colors designating areas for different land uses. The maximum allowed building heights range from two stories to seven stories. Buildings may be used for housing, offices, hotels, civic or cultural uses, or a mix of these uses. The ultimate development capacity for the Precise Plan was determined based upon building heights and the expected capacity for various land uses within those building heights.

In addition to an overall building form diagram, the Framework is accompanied by diagrams for Streets and Public Spaces, Ground Floor Uses, and Urban Form that collectively support the Precise Plan goals and policies, design standards and guidelines, and implementation measures.

Streets and Public Spaces
This chapter provides direction for the re-establishment of the street grid, and the design of a hierarchical street network by providing cross sections for four street types: Major Thoroughfare, Community Connectors, Pedestrian Oriented, and Service Oriented, described in more detail below.

The cross section for each street type includes a total right-of-way width and a dimensioned depiction of the elements that are to be included within that right-of-way. The Precise Plan prioritizes bike- friendly designs for the new or modified streets within the Downtown by maintaining bike lanes on Monroe Street, Benton Streets, and Homestead Road, and calling for a new continuous bicycle route on Washington Street, where bikes and slow-moving vehicles can share lanes. The four street types are described as follows:

Major Thoroughfare
- 10-foot sidewalk, 5-foot landscape strip, street parking, travel lane in either direction, and a center turn lane
Community Connectors - 11-foot sidewalk, 7-8-foot multi use lane (landscape bulb out and/or street parking), 5-foot bike lane, travel lane in either direction, and a center turn lane Pedestrian Oriented
- 10-foot sidewalk, 7-foot multi use lane (landscape bulb out, street parking, drop-off zones, service and delivery zones, bike share stations), travel lane in either direction shared by bikes and cars
Service Oriented - 18-foot sidewalk with a 5-foot landscape strip down the center and against the curb, 7-foot multi use lane (landscape bulb out, street parking, drop-off zones, service and delivery zones), and a travel lane in either direction shared by bikes and cars To make Downtown a vibrant place and attractive destination, the Plan includes policies for the creation of public spaces including, parks, plazas, paseos, and other publicly accessible spaces.

These spaces should be flexible, while also providing amenities and public art. There are three required plaza and park locations indicated in the Plan, strategically placed along Franklin Street, with unique features distinguishing each space as described below:

Arts Commons
, a “town square” near where Franklin Street and Lafayette Street will intersect, where City-owned land can be leveraged to create a flexible, amenity-rich plaza to accommodate public gatherings and events, such as viewing outdoor films.

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Central Green, a common open area located on the four corners at the intersection of Franklin and Main Streets, to activate and visually unify the four corners with multi use lawns and trees.

Franklin Plaza, a small plaza located in front of and north of the historic Post Office, sufficient in size to host Downtown’s weekly farmers market when combined with adjacent streets that can be temporarily closed.

Ground Floor Uses
Franklin Street is planned to be a continuously lively and welcoming centerpiece for Downtown with active uses and attractive shopfront architecture. As such, this Chapter provides detail on where ground floor retail and “retail-ready” ground floor spaces are required. “Retail-ready” spaces are ground floor spaces which will have shopfront architecture and appropriate building infrastructure to support future retail use, but the use need not be retail at the outset. These spaces can be converted to retail uses as market demand allows.

Urban Form
This Chapter provides more detailed guidance on how the intensified massing of new development will be designed to be compatible with the existing Downtown context. Per the Urban Form standards, new building heights and forms will be sensitively and specifically designed to respond to the context of the conditions along and within the Precise Plan boundary. Building heights will step down in the north along the Benton Street boundary and to the southwestern boundary along Homestead Road to provide a transition down to the neighborhood scale. More intense mass and density are allowed in a concentrated area at the central civic axes of Main and Franklin Streets and at the east end around the Arts Commons at Lafayette Street. Finally, building heights will also step down to respond to the scale of historic structures at the west end of the Precise Plan area including the post office and historic homes located in the blocks between Monroe and Madison Streets.

The density allowed in the Plan is of a sufficient height and intensity to support new residential and employment development within the Downtown thereby increasing patrons, foot traffic, and market support for Downtown retail, restaurants, and services. Prohibiting auto oriented and other low intensity uses will further leverage the Downtown’s potential for activation. Allowing greater building heights within the Downtown will also reduce the community’s overall environmental footprint, as focusing growth into mixed-use, walkable districts generates less traffic and greenhouse gas per capita than more car-reliant districts. To promote this type of walkable environment, new development will be required to achieve a minimum density of 35 units per acre cumulatively within the Precise Plan area. The overall density will be monitored, and new development will be required to maintain this overall minimum threshold for cumulative density or intensity of development.

Historic Resources
This Chapter identifies the historic resources in the Precise Plan area and provides policies as to their preservation and reuse. The Post Office is designated as a building of notable character and five properties within the blocks west of Monroe are designated as historic resources on the City’s Historic Resources Inventory (HRI). The Precise Plan provides direction to conserve historic resources to promote a sense of history, while allowing building use to change over time. Additionally, the Precise Plan requires new development to be designed to be compatible with the historic resources, consistent with the Secretary of the Interior Standards and City regulations, by designing with similar proportion, scale, facade modulation, and step downs.

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Implementation
The vision for Downtown presented in the Precise Plan will require implementation actions by the City, other Downtown property owners, arts and cultural organizations, business owners, and residents, over many years.

The Precise Plan is intended to provide land use policies that provide both sufficient flexibility and sufficient direction so that the Downtown vision can be successfully realized piece by piece over time.

The Precise Plan includes a brief summary of potential opportunities and challenges for implementation (Attachment 1 Precise Plan p. 22). Implementation Measures are provided throughout the Precise Plan and collectively presented in the Implementation Chapter, which provides a table to summarizes these implementation measures needed to achieve the outcomes described in the Precise Plan (Attachment 1 Precise Plan p. 110.

Uncertain economic conditions and a growing number of State laws that override local land use authority both present potential challenges to the realization of Precise Plan vision. Changing economic conditions are not a new phenomena and planners have learned that both a clear vision and flexibility are important for a plan to stand up over time so that it is ready to be implemented when favorable economic conditions are present. At the same time, developers are increasingly provided through State legislation with the means to bypass local regulations when those are perceived as too onerous. At present, taking advantage of State legislation generally requires a slightly higher level of affordable housing to be incorporated into a project than otherwise required by the City, and in some cases may require use of more expensive labor. These add some additional costs for the developer, but if the Precise Plan is too restrictive in terms of height or density, a developer may choose to take on those costs in order to achieve an economically viable development project. Given that new legislation intending to promote housing production is adopted each year at the State level, it is quite possible that future legislation will further undermine the City’s land use authority.

The City owns approximately six acres within the Downtown area (primarily Blocks A and B; see Attachment 1 Precise Plan p. 37) that could be made available for development in the near-term to help implement the Precise Plan and serve as a catalyst for advancing the overall objective to reestablish the Downtown. However, the City is also subject to State regulation of the surplus land process that could be an obstacle to realization of the Precise Plan and Form-based Code. For example, the State process prioritizes sale to affordable housing developers over market rate developers and it should be noted that affordable housing developers have the ability to waive elements of both the Precise Plan and Form-based Code. The City also owns the parking that supports the Franklin Mall area, but with a large number of other property owners, the Precise Plan does not anticipate the redevelopment of Franklin Mall (Blocks H and G) in the near term, but considers the continued presence of Franklin Mall as compatible with the planned redevelopment of other blocks. Other properties within the Precise Plan area are likely not available for development in the near future. These include Blocks C and E, which currently are developed with a high-value residential use, and Block D, which is partially owned by the State Court system and partially encumbered with an obligation to provide parking for the courthouse. These challenges were extensively discussed through the planning effort and are addressed within the Precise Plan, with a recognition that the Precise Plan will need to be both a flexible and in some cases a long-term plan.

Form Based Code - Downtown Zoning District
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While the Precise Plan describes the vision for a revitalized Downtown and policies and implementation measures to achieve that vision, the Form Based Zoning Code (Code) will be the primary implementation tool to realize this vision by providing detailed development standards for all new private and public improvements within the Downtown Precise Plan boundaries. A form-based zoning code differs from a traditional zoning code by focusing on form rather than land use.

Accordingly, the proposed Code will establish very precise regulations for architectural form, such as detailed specifications for minimum and maximum setbacks, location and size of building entries, allowable building materials and other architectural elements critical to the creation of a successful pedestrian environment.

Character Overlays
To achieve the vision of the Precise Plan the Code includes four Character Overlays, (1) Shopfront Overlay, (2) Retail-Ready Overlay, (3) General Overlay, and (4) Neighborhood Edge Overlay. The intent of these overlays is to calibrate the standards and guidelines of the Code to the desired character for these specific urban environments as envisioned in the Precise Plan. This includes standards intended to concentrate street life at key locations within the center of Downtown while regulating the form of development to provide a smooth transition to the existing neighborhood context at the edges of Downtown.

Development Standards and Guidelines
The standards and guidelines of this Code are both “place-based” and “form-based,” with all standards and guidelines mirroring the public realm plan in the Precise Plan. The Code assigns specific building height standards, building setback standards, building use standards, and building form and design standards and guidelines on a street-by-street and block-by-block basis to systematically, cohesively and predictably implement the community’s vision. The Code also prescribes the permitting processes for new development within the Precise Plan boundary. Design standards will be established through the Code for the following:
 Building placement, height, massing, and width
 Building facades, scale, and character
 Vertical organization of doors and windows
 Building frontage design at the public realm
 Architectural projections
 Privacy
 Retail design
 Signage
The proposed Precise Plan establishes specific limitations on height throughout the Downtown plan area that are intended to raise overall development capacity and thereby also provide sufficient economic benefit to promote redevelopment of the Plan area (See Attachment #1 Precise Plan p. 99 Figure 5-4). Allowable building heights are reduced at some locations from the current General Plan, which sets a generic maximum height of 50 feet over the entire Downtown. In the Precise Plan lower maximum heights of 28 feet or 40 feet are established at the interface between new and existing land uses that would be most sensitive to an adjacent, higher-density development. These lower height limits are located on portions of Blocks H, I and J and along the outside edges of most blocks.

However, the height limit is increased on every block to some degree, with maximum heights of 59 to 98 feet allowed at various locations. The Precise Plan anticipates the ability for further increases in height with the provision of a community benefit, but the terms that would allow this have not been City of Santa Clara Printed on 10/23/2023Page 11 of 15
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included at this time. While the maximum heights have been reduced at some locations, the new maximums would still allow a significant intensification over existing land uses, much of which are one-story, and are intended to provide sufficient intensification to support economic feasibility while meeting the need to minimize impacts on adjacent, primarily single-family residential development.

As discussed elsewhere, developers may also take advantage of State legislation which grants increased densities when the project meets affordability criteria. On the whole, the proposed maximum heights implement a careful balance of community interests in maintaining land use compatibility while also providing a land use framework conducive to new development activity.

Community Benefits Program
At the onset of the community planning process, the community wanted to include in the Precise Plan a Community Benefit Program. The DCTF discussed this concept and different methodologies for its implementation, but concluded that additional work was necessary before it could be incorporated into the Precise Plan. Specifically, the DCTF preferred a fee-based program that would require preparation of a supporting nexus study. Accordingly, the draft Precise Plan under consideration does not include a community benefits program and the DCTF has stated a desire to continue working on this topic after adoption of the Precise Plan and Form-based Code so that development might proceed according to the base densities allowed within those documents while the community develops a specific system for granting increased heights and densities. Further work by the DCTF and preparation of a nexus study would both require additional appropriation and direction by the City Council.

Based on community and DCTF discussion to this point, the community benefits program is envisioned to allow additional development rights through increased allowances for building height in exchange for the provision by the developer of a defined community benefit. The preliminary list of community benefits that could qualify a developer for such a height increase includes provision within the project of one or more of the following desired community amenities: movie theater, cultural arts center, market (food) hall, public parking garage, and visual and performing art venues. The DCTF also discussed community benefit being established through conservation of historic resources or contributing buildings to historic districts, land dedication for public realm that exceeds standard requirements, and enhanced public realm or transit infrastructure contributions beyond those otherwise required. To procedurally achieve the Community Benefit and resulting height increase, a developer would need to apply for, and execute with the City Council, a Development Agreement that would set the terms of delivering the benefit. It was intended that the building height increase granted would be commensurate with the level of community benefit contribution as determined at the City’s discretion.

With the review of the draft Precise Plan, the community voiced concern over the approval of a Community Benefit Program that would be subject to City discretion to implement as it would not be adequately predictable or knowable to the community or the developer. The City’s consultant provided alternative ideas and examples for achieving community benefits, and the DCTF agreed on an alternative direction with a more quantified structure, including the potential establishment of a community benefit fee. However, this alternative would require preparation of a nexus study, which is not part of the current project scope. Therefore, the DCTF voted unanimously to remove the community benefits program from the current version of the otherwise completed Precise Plan and Form Based Code draft documents.

Conclusion
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The Downtown Precise Plan, accompanying Form Based Zoning Code, and project EIR have been prepared through an extensive community-based planning process, which has provided a significant amount of time for discussion of the various components of the project. The Precise Plan attempts to provide a development framework to support the implementation of a grid street system, connected public spaces, and essential land uses that implement a sensitively and specifically designed urban form consistent with the Community’s vision and the goals and policies set forth in the General Plan.

ENVIRONMENTAL REVIEW
The action being considered takes into account the potential environmental impacts of the project through the preparation of an Environmental Impact Report (EIR) for the project. The EIR was prepared in accordance with the California Environmental Quality Act (CEQA) and circulated for a 45- day public review between May 31, 2023 and July 17, 2023. A total of three comments were received during the comment period. Two were from a local/regional agency, Valley Water and Santa Clara Valley Transportation Authority. The third letter received was from an organization, the Judicial Council of California. None of the comment letters identified a new significant impact or have provided substantial evidence that the CEQA analysis is otherwise inadequate. Recirculation of the EIR is therefore not required. Responses to the Draft EIR comments, as well as minor text changes and clarifications, in the form of a Final EIR, were made available to the public through the City’s website on October 11, 2023, and have been forwarded on to any commenters on the Draft EIR. A website link to the Final EIR, MMRP, CEQA Findings, and Response to Comments is provided in Attachment 1 to this report.

The EIR identified potential environmental impacts associated with project and identified air quality, biological, cultural resources, geology and soils, hazards and hazardous materials, noise, and tribal cultural resources as having impacts that with the incorporation of mitigation measures would be reduced to less than significant. The EIR also identified Greenhouse Gas Emissions as having a significant unavoidable impact with mitigation incorporated and Land Use and Planning as having a significant unavoidable impact.

For Greenhouse Gas Emissions, the EIR identifies that the Precise Plan is not fully consistent with the development assumptions of the 2022 Climate Action Plan (CAP), in that only a portion of the Plan’s development capacity was accounted for in the 2022 CAP assumptions. As such, projects approved prior to January 1, 2031 would be required to demonstrate conformance with the 2022 CAP measures and projects approved after December 31, 2030 would not be covered by the 2022 CAP and will be required to implement Mitigation Measures GHG-1.1 and GHG-1.2 as outlined in the EIR.

For Land Use and Planning, the EIR identifies that even with implementation of the Greenhouse Gas Emissions Mitigation Measures GHG1.1 and GHG-1.2, projects initiated after 2030 could conflict or otherwise interfere with the statewide GHG reduction measures set forth by SB 375. As a result, implementation of the Precise Plan would result in a significant unavoidable land use impact.

A detailed discussion of the potential impacts and mitigation measures to be applied are specified in the EIR and would be implemented through project conditions of approval and the Mitigation Monitoring and Reporting Program (MMRP) for the proposed project.

FISCAL IMPACT
There is no fiscal impact to the City other than administrative staff time and expense to prepare this report.

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

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]> or at the
public information desk at any City of Santa Clara public library. Furthermore, public outreach for the project is consistent with City Council Resolution No. 17-8456, regarding public outreach policy.

On October 11, 2023, a notice of public hearing of this item was posted in three conspicuous locations within 1,000 feet of the project site. A notice of public hearing was also published in the Weekly, a newspaper of general circulation in the City, on October 11, 2023. As of the time of this report, the Community Development Department has not received any comments on the project.

However, public input has been received and considered throughout the planning process as described in more detail below.

Community Outreach
Over the course of the Downtown Precise Plan planning process, the planning team has received feedback from community members and stakeholders in the following ways:
 42 Downtown Community Task Force (DCTF) meetings. Details of each meeting, including meeting materials and videos recordings can be found under the Task Force page of the Downtown Precise Plan website.
 Community Open House on November 19, 2022.
 Placemaking Community Workshop on October 12, 2021.
 Two online surveys on the topics of Land Use Concepts during May 2020 and Placemaking during October 2021.
 Two “Meeting in a Box” activities distributed to the community in January/February 2020 and June 2020.
 A lunchtime student engagement workshop at Santa Clara University on January 29, 2020.  Downtown Retail 101 Community Workshop on January 16, 2020.  Meetings with stakeholders and technical advisors from January through March 2020.

Summaries and meeting materials for all the community engagement activities can be found on the Downtown Precise Plan website at: www.santaclaraca.gov/downtown.

ALTERNATIVES

1. Provide alternate direction regarding the adoption of a resolution approving and certifying the Final EIR prepared for the Santa Clara Downtown Precise Plan (SCH # 2022010282), including CEQA Findings and a Statement of Overriding Considerations.

2. Provide alternate direction regarding the adoption of a resolution approving the Downtown Precise Plan.

3. Provide alternate direction regarding the adoption of a resolution approving a General Plan text amendment to modify the Downtown Core land use designation, and amending the City of Santa Clara Printed on 10/23/2023Page 14 of 15
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General Plan Land Use diagrams for Phases II and III to reflect the Downtown Precise Plan.

4. Provide alternate direction regarding the adoption of an ordinance amending the zoning code to create the Downtown Zoning district.

RECOMMENDATION
That the Planning Commission adopt Resolutions recommending that the City Council:

1. Adopt a resolution approving and certifying the Final EIR prepared for the Santa Clara Downtown Precise Plan (SCH # 2022010282), including CEQA Findings and a Statement of Overriding Considerations.

2. Adopt a resolution approving the Downtown Precise Plan.

3. Adopt a resolution approving a General Plan text amendment to modify the Downtown Core land use designation, and amending the General Plan Land Use diagrams for Phases II and III to reflect the Downtown Precise Plan.

4. Adopt an ordinance amending the zoning code to create the Downtown Zoning district.

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

ATTACHMENTS

1. Web Links to the Precise Plan, Form Base Zoning Code, Environmental Impact Report, CEQA Findings, Statement of Overriding Considerations, Downtown website

2. Final EIR Resolution

3. Downtown Precise Plan Resolution

4. General Plan Amendment Resolution

5. Form Based Zoning Code Resolution
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Draft Downtown Precise Plan, Form Based Code, EIR - Web links

Downtown Website:

The Following is a link to the Downtown website where you will find you can find all of the background information for the planning process including community outreach summaries and the Precise Plan and the Form Based Zoning Code documents for your review.

https://www.santaclaraca.gov/our-city/departments-a-f/community-development/planning- division/specific-plans/downtown-precise-plan

Downtown Precise Plan (direct link):
https://www.santaclaraca.gov/home/showpublisheddocument/82509

Form Based Zoning Code (direct link):
https://www.santaclaraca.gov/home/showpublisheddocument/82495

Environmental Impact Report (EIR), MMRP, CEQA Findings, Response to Comments:
https://www.santaclaraca.gov/Home/Components/BusinessDirectory/BusinessDirectory/437/36 49?selcat=257&npage=2

All of these documents are on file and available for viewing in Community Development Department, Planning Division.

Resolution/Downtown Precise Plan WSA Page 1 of 2
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RESOLUTION NO. _____

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA

APPROVING A WATER SUPPLY ASSESSMENT FOR THE

DOWNTOWN PRECISE PLAN

WHEREAS, the City of Santa Clara (“City”) approved and adopted the 2020 Urban Water Management Plan in 2021;
WHEREAS, California Water Code Section 10910 and Section 15155(b) of the Guidelines to the California Environmental Quality Act ("CEQA") require a water utility to prepare a Water Supply Assessment for development applications for "water-demand projects”; WHEREAS, the City is a public water supplier within the City limits and the City Council of the City of Santa Clara is the governing body of the City's public water system; WHEREAS, the City of Santa Clara requires that landscaping for projects be drought tolerant and recycled water be used for irrigation, cooling towers and other permitted uses when properties are proximate to recycled water resources to reduce the cumulative use of potable water; and WHEREAS, City Staff prepared a Water Supply Assessment for the Downtown Precise Plan ("WSA").

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

1. That the Water Supply Assessment for the proposed the Downtown Precise Plan is attached to the RTC for the Council meeting of December 5, 2023.

2. Approval of WSA. The Council has reviewed the WSA at a regular public meeting conducted on December 5, 2023. Based upon the data and conclusions set forth therein, and the evidence and testimony presented at the public meeting, the Council hereby finds that there is adequate water to supply the Downtown Precise Plan without creating a negative impact on the groundwater basin and that the City has an adequate supply to provide water for the Downtown Precise Plan during single or multiple dry years for at least a 20-year projection, and, the council hereby approves the WSA.

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3. Direction to Staff. Staff is hereby directed to include the WSA, the 2020 City of Santa Clara Urban Water Management Plan, and any other applicable Urban Water Management Plan related documents in the appendix of the Environmental Impact Report for the Downtown Precise Plan.

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

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

ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE 5TH DAY OF DECEMBER, 2023, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST: ______________________________

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA

Attachments incorporated by reference: None

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RESOLUTION NO. _____

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA

APPROVAL AND CERTIFICATION OF A FINAL ENVIRONMENTAL

IMPACT REPORT, FOR THE ADOPTION OF CEQA FINDINGS

AND A STATEMENT OF OVERRIDING CONSIDERATIONS WITH

RESPECT THERETO, AND ADOPTION OF A MITIGATION

MONITORING AND REPORTING PROGRAM FOR THE

DOWNTOWN PRECISE PLAN AND FORM BASED ZONING CODE

SCH No.: 2022010282
Santa Clara Downtown Precise Plan Environmental Impact Report

WHEREAS, the City intends to adopt the Downtown Precise Plan and Form Based Zoning Code, a Plan and Zoning District for a revitalized Downtown with a reconnected street grid, new public spaces and up to 1,071 residential units, 531,720 square feet of office space, and 197,900 square feet of commercials uses, located on approximately 25 acres bounded by Benton Street, Lafayette Street, Homestead Road, and Madison Street, which is currently developed with a mix of residential, office, and retail uses in buildings ranging from one to seven stories; and; WHEREAS, a Precise Plan provides detailed guidance through goals, policies, and implementation measures with more detail than the General Plan;
WHEREAS, a Form Based Zoning Code provides development standards that implement the direction of the Precise Plan;
WHEREAS, the proposed Downtown Precise Plan is consistent with the Goals and Policies of the Future Focus Areas section in the General Plan;
WHEREAS, as a part of implementing the Precise Plan, the City is contemplating the adoption of a General Plan Amendment (“GPA”) to amend the General Plan land use diagram by changing the existing land use designations of the Project Site from Downtown Core, Community Mixed Use, and Medium Density Residential to a new designation, Downtown, that allows for a mix of residential, commercial, office, and civic uses with site spec ific building heights ranging from two to seven stories;
WHEREAS, the City is contemplating the amendment of SCCC Title 18, the Zoning Code, to Resolution/Downtown Precise Plan EIR Page 2 of 6
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replace the CD - Downtown Commercial zoning district with a Downtown zoning district and associated Form-Based Zoning Code that implements and is consistent with the proposed Precise Plan, and to apply this zoning district across the entire Project Site; WHEREAS, the Project approvals will include this Resolution; the CEQA Resolution; the General Plan Amendment Resolution; the Precise Plan Resolution; and the Ordinance for the Zoning Code Text Amendment and Rezoning Ordinance (collectively, the “Approvals”); WHEREAS, on January 19, 2022 the City of Santa Clara (“City”) distributed a Notice of Preparation of a Draft Environmental Impact Report (“DEIR”) for the Downtown Precise Plan that included a total of approximately 1,317,600 square feet of housing (up to 1,326 residential units); 669,500 square feet of office/hotel; 197,900 square feet of retail/retail ready/and entertainment; and 44,300 square feet of public space and on January 19, 2022 posted the Notice at the Santa Clara County Clerk’s office, soliciting guidance on the scope and content of the environmental information to be included in the DEIR; WHEREAS, the DEIR was prepared in accordance with CEQA and the City circulated copies of the DEIR and Notice of Availability to the public agencies which have jurisdiction by law with respect to the Project, as well as to other interested persons, organizations and agencies, and the City sought the comments of such persons, organizations and agencies on May 31, 2023 for a 45-day review period, ending on July 17, 2023 (“Comment Period”);
WHEREAS, the City prepared written responses to the comments received during the Comment Period and included those responses in a Final Environmental Impact Report (“FEIR”). The FEIR consists of a list of agencies and organizations to whom the DEIR was sent, a list of the comment letters received on the DEIR, revisions to the text of the DEIR, responses to comments received on the DEIR, and copies of comment letters. The FEIR was circulated for a 10-day review period beginning on October 11, 2023;
WHEREAS, the DEIR and FEIR constitute the EIR for the Project; WHEREAS, the EIR identified certain significant and potentially significant adverse effects on the Resolution/Downtown Precise Plan EIR Page 3 of 6
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environment that would be caused by the Project as proposed; WHEREAS, the EIR outlined various mitigation measures that would substantially lessen or avoid the Project’s significant effects on the environment, as well as alternatives to the Project as proposed that would provide some environmental advantages; WHEREAS, the City is required, pursuant to the California Environmental Q uality Act (“CEQA”) (Public Resources Code § 21000 et s eq.), to adopt all feasible mit igation measures or feasible project alternatives that can substantially lessen or avoid any significant environmental effects of the Project;
WHEREAS, the EIR analyzed a No Project alternative for the Precise Plan area, that contemplates the existing conditions remaining substantially the same, and a Reduced Density alternative; WHEREAS, Public Resources Code § 21081, subdivision (a) requires a lead agency, before approving a project for which an EIR has been prepared and certified, to adopt findings specifying whether mitigation measures and, in some instances, alternatives discussed in the EIR, have been adopted or rejected as infeasible;
WHEREAS, the “CEQA Findings” a ttached to this Resolution is a set of Findings of Fact and a Statement of Overriding Considerations prepared in order to satisfy the requirements of Public Resources Code § 21081, subdivision (a);
WHEREAS, the City Council has determined that none of the alternatives addressed in the EIR, would be both feasible and environmentally superior to the Project as proposed. The No Project alternative and the Reduced Density alternative would not sufficiently satisfy the Project Objectives.

The details supporting these determinations are set forth in the CEQA Findings; WHEREAS, in taking this course, the City Council has acted consistent with the CEQA mandate to look to project mitigations and/or alternatives as a means of substantially lessening or avoiding the environmental effects of projects as proposed;
WHEREAS, many of the significant and potentially significant environmental effects associated with the Project can either be subst antially lessened or avoided through the inclusion of mitigation Resolution/Downtown Precise Plan EIR Page 4 of 6
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measures proposed in the EIR;
WHEREAS, the City Council, in reviewing the Project, intends to adopt all mitigation measures set forth in the EIR;
WHEREAS, Section 15025(c) of the CEQA Guidelines provides that whenever an advisory body such as a Planning Commission is required to make a recommendation on a project to the decisionmaking body, the advisory body must also review and consider the EIR; WHEREAS, on October 25, 2023, the Planning Commission reviewed and considered the EIR at a duly noticed public meeting, at the conclusion of which, the Commission voted to recommend that the Council approve and certify the EIR;
WHEREAS, notice of the December 5, 2023 public hearing on the proposed project was published in the Santa Clara Weekly, a newspaper of general circulation for the City, on October 11, 2023; WHEREAS, notices of the December 5, 2023 public hearing on the proposed project were mailed to all property owners within 1,000 feet of the Project Site, according to the most recent assessor’s roll, on October 11, 2023; and,
WHEREAS, the City Council reviewed the EIR and Mitigation Monitoring and Reporting Program, attached as the “MMRP”, as well as a set of CEQA Findings and, in accordance with the requirements of CEQA, along with the City Staff report pertaining to the EIR for the Project (SCH # 2022010282), and all evidence received at a duly noticed public hearing on December 5, 2023. All of these documents and evidence are incorporated herein by reference into this Resolution.

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

1. That the City Council hereby finds that the above Recitals are true and correct and by this reference makes them a part hereof.

2. That the City Council hereby finds that the EIR has been completed in compliance with CEQA.

3. That the City Council hereby finds the EIR has been presented to the City Council, which reviewed and considered the information and analysis contained therein.

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4. That the City Council hereby finds, pursuant to Public Resources Code Section 21081 and California Code of Regulations, Title 14, Section 15091, that many of the proposed mitigation measures described in the EIR are feasible, and therefore will become binding upon the City and affected landowners and their assigns or successors in interest as conditions of approval when the Project is approved.

5. That the City Council hereby finds that none of the Project Alternatives set forth in the EIR can feasibly substantially lessen or avoid those significant adv erse environmental effects not otherwise lessened or avoided by the adoption of all feasible mitigation measures.

6. That, in order to comply with Public Resources Code Section 21081.6, the City Council adopts the Mitigation Monitoring and Reporting Program as set forth in the attached “MMRP”. The MMRP is designed to ensure that, during project implementation, the City, affected landowners, their assigns and successors in interest and any other re sponsible parties comply with the feasible mitigation measures identified. The MMRP identifies, for each mitigation measure, the action to be taken and the party responsible for implementation.

7. That the City Council hereby finds that the EIR set forth program and cumulative environmental impacts that are significant and unav oidable that cannot be mitigated or avoided through the adoption of feasible mitigation measures or feasible alternatives. As to these impacts, the City Council finds that there exist certain overriding economic, social and other considerations for approving the Project that justify the occurrenc e of those impacts, as detailed in the “CEQA Findings” exhibit attached hereto.

8. Based on the findings set forth in this Resolution, the evidence in the City Staff Report, and the attached CEQA Findings, the City Council approves and certifies the EIR, adopts the CEQA findings concerning mitigation measures, adopts the MMRP, makes findings concerning alternatives and makes findings that there exist certain overriding economic, social and other considerations for approving the Project that justify the occurrence of those associated impacts and adopts the CEQA Findings and Statement of Overriding Considerations, all in accordance with CEQA for the Project.

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9. Pursuant to Section 15091(e) of the CEQA Guidelines, the City Council hereby designates the Director of Community Development as t he Custodian of Records for the Project, and the Planning Division at City Hall, 1500 Warburton Avenue, Santa Clara, California, is the location of the documents and other material that constitute the record of proceedings upon which this decision is based.

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

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

AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE 5TH DAY OF DECEMBER, 2023, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST: ______________________________

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA

Attachments incorporated by reference:

1. MMRP

2. CEQA Findings

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RESOLUTION NO. _____

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA

APPROVING THE DOWNTOWN PRECISE PLAN

WHEREAS, the City of Santa Clara (the “City”) is contemplating the adoption of the Downt own Precise Plan (the “Project”), a plan to implement the community’s vision and objectives for a vibrant, pedestrian-oriented destination Downtown with a reestablished street grid; WHEREAS, the Downtown Precise Plan is a long-range planning document that provides detailed guidance for future land uses, urban design elements, and right-of-way design concepts; WHEREAS, the Precise Plan represents the implem entation of the General Plan’s goals and policies for the Downtown Focus Area;
WHEREAS, the Precise Plan is located on approximately 25 acres of land located in Santa Clara’s historic Downtown bounded by Benton Street to the north, Lafayette Street to the east, Homestead Road to the south, and Madison Street to the west that are currently developed with commercial, office, and residential uses;
WHEREAS, the development capacity of the Project is up to 1,071 residential units, 531,720 square feet of office space, 197,900 s quare feet of commercial/retail space, and 44,300 square feet of public space;
WHEREAS, the framework for the Plan was developed with a focus on building form and height; WHEREAS, new development within the Plan area may be used for housing, offices, hotels, retail, civic or cultural uses, or a mix of these uses;
WHEREAS, the allowable building heights, massing , and placement determine the ultimate development capacity for the Project;
WHEREAS, as a part of implementation the Precise Plan, the City is also proposing to amend Title 18 (“Zoning” ), of the City Code to create a new Downtown zoning district that implements the proposed Precise Plan, and to apply that zoning designation across the Project Site; WHEREAS, Santa Clara City Charter Section 1007 and Government Code sections 65353 and Resolution/Downtown Precise Plan Page 2 of 4
Rev: 7/27/2023
65453 require that the Planning Commission prov ide input to the City Council on proposed long- range plans; and,
WHEREAS, on October 25, 2023, the Planning Commission conducted a duly noticed public hearing to consider the Project, at the conclusion of which the Commission recommended that the City Council approve the proposed Precise Plan; and WHEREAS, notice of the public hearing on the proposed Precise Plan was published in the Santa Clara Weekly, a newspaper of general circulation for the City, on October 11, 2023; WHEREAS, notices of the public hearing on the proposed Precise Plan were mailed to all property owners within 1,000 feet of the Project Site, according to the most recent assessor’s roll, and to all local agencies expected to provide essential facilit ies or services to the project, on October 11, 2023;
WHEREAS, before considering adoption of the Precise Plan, the City Council reviewed and considered the potential environmental impacts of the Project, including the implementing General Plan Amendment, Zoning Code Amendment, and identified mitigation measures, and adopted and certified the Environmental Impact Report (“EIR”) for the Project (SCH #2022010282), as well as a set of CEQA Findings and a Statement of Overr iding Considerations, in accordance with the requirements of CEQA; and
WHEREAS, on December 5, 2023, the City Council reviewed the Precise Plan and conducted a public hearing, at which time all interested persons were given an opportunity to give testimony and provide evidence in support of and in opposition to the proposed Precise Plan.

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

1. That the City Council hereby finds that the above Recitals are true and correct and by this reference makes them a part hereof.

2. Precise Plan Findings. That the City Council finds and determines that the Precise Plan is in the interest of the public good for the following reasons:

A. The proposed Precise Plan is deemed to be in the public interest, in that:

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The Precise Plan is located in an urbani zed area served by existing municipal services and implements smart growth principles by redeveloping underutil ized properties with higher intensity residential, commercial, or office uses, or a mix of those uses, that will contribute to the City both socially and economically.

B. The proposed Precise Plan is consiste nt and compatible with the General Plan and any implementation programs that may be affected, in that:

The Precise Plan furthers and is consistent with the goals, policies and major strategies of the General Plan that enhance the City’s quality of life, p reserve and cultivate neighborhoods, promote sustainability, enhance City identity, support General Plan Focus Areas and community vitality, maintain the City’s fiscal health and quality of services, and maximize health and safety benefits with the modification of an existing new land use designation that allows for the development of a high-density mixed-use transit-oriented environment.

C. The proposed Precise Plan has been processed in accordance with the applicable provisions of the California Government Code and the California Environmental Quality Act (CEQA), in that:

A Draft Environmental Impact Report (“DEIR”) was prepared in accordance with CEQA and the City circulated copies of the DEIR and Notice of Availability to the public agencies which have jurisdiction by law with respect to the Project, as well as to other interested persons, organizations and agencies, and the City sought the comments of such persons, organizations and agencies. The City prepared and circulated written responses to the comments received during the Comment Period and included those responses in a Final Environmental Impact Report (“FEIR”), in accordance with CEQA.

D. The potential impacts of the pr oposed amendment have been assessed and have been determined not to be detrimental to the public health, safety, or welfare, in that:

A Mitigation Monitoring and Reporting Program (MMRP) has been prepared for implementation with development under the Precise Plan in order to reduce potentially significant Resolution/Downtown Precise Plan Page 4 of 4
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impacts identified in the DEIR and FEIR, that comb ined constitute the EIR for the Project, to less than significant and a set of CEQA Findings and a Statement of Overriding Considerations for the significant unavoidable impacts that cannot be mitigated to less than significant has been prepared in accordance with CEQA; and the City Council adopted all of these documents.

3. That based on the findings set forth in this Resolution, the Approvals, and the evidence in the City Staff Report and such other evidence as received at the public hearing on this matter, the City Council hereby adopts the Precise Plan.

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

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

AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE 5TH DAY OF DECEMBER, 2023, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST: ______________________________

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA

Attachments incorporated by reference: None

S:\Attorney\RESOLUTIONS\Form Resolution-City.doc
Resolution/Downtown Precise Plan General Plan Amendment Page 1 of 4 Rev: 7/27/2023
RESOLUTION NO. _____

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA

TO APPROVE A GENERAL PLAN AMENDMENT TO AMEND THE

MAP AND TEXT OF THE GENERAL PLAN TO MODIFY THE

DOWNTOWN CORE LAND USE DESIGNATION

WHEREAS, on October 17, 2019, the City contracted with the planning consulting firm WRT to develop a Precise Plan for a 10-block area of the Downtown Focus Area as designated in the 2010- 2035 General Plan;
WHEREAS, the General Plan has a Downtown Core land use designation that is applied to seven acres of the Downtown Focus area, and as such a modification to the General Plan map and the General Plan text is required to allow for the designation to be applied to property within the boundary of the Precise Plan;
WHEREAS, the text amendment modifies the “Downtown Core” land use designation to rename it as “Downtown” and apply only to a 10-block area of the Downtown Focus Area; WHEREAS, Santa Clara City Charter Section 1007 and Government Code Section 65353 require that the Planning Commission provide input to the City Counc il on any proposed General Plan Amendment;
WHEREAS, on October 25, 2023 the Planning Commission conducted a duly noticed public hearing and recommended that the Council approve the proposed General Plan Amendment; WHEREAS, Government Code Section 65355 requires the City Council to hold a public hearing prior to adopting an amendment of the General Plan;
WHEREAS, notice of the public hearing on the proposed General Plan Amendment was published in the Santa Clara Weekly, a newspaper of general circulation for the City, on October 11, 2023; WHEREAS, before considering the subj ect General Plan Text Amendment, the City Council reviewed and considered the associated Environmental Impact Report for the Santa Clara Downtown Precise Plan;
WHEREAS, the City Council has reviewed the General Plan Text Amendment; and Resolution/Downtown Precise Plan General Plan Amendment Page 2 of 4 Rev: 7/27/2023
WHEREAS, on December 5, 2023, the City Council conducted a duly noticed public hearing to consider the General Plan Amendment, at whic h time all interested persons were given an opportunity to give testimony and provide evidence in support of and in opposition to the proposed General Plan Amendment.

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

1. That the City Council hereby finds that the above Recitals are true and correct and by this reference makes them a part hereof.

2. General Plan Amendment Findings. That t he City Council finds and determines that the General Plan Amendment is in the interest of the public good for the following reasons:

A. The proposed General Plan Amendment is deemed to be in the public interest, in that:

The proposed General Plan Amendment will align the proposed Precise Plan with the General Plan land use designation and map.

B. The proposed General Plan Amendment is consistent and compatible with the rest of the General Plan and any implementation programs that may be affected, in that:

The Project furthers and is consistent with the goals, policies and major strategies of the General Plan that enhance the City’s qualit y of life, promote sustainability, enhance City identity, support Focus Areas and community vitality, maintain the City’s fiscal health and quality of services, by allowing for an increase in density for a mix of residential, office, retail and civic office uses within 10 blocks of the Downtown Focus Area.

C. The proposed General Pl an Amendment has been processed in accordance with the applicable provisions of the California Government Code and the California Environmental Quality Act (CEQA), in that:

An Environmental Impact Report (“EIR”) was prepared in accordance with CEQA. The City Council has read and considered the EIR.

D. The potential impacts of the proposed General P lan Amendment have been Resolution/Downtown Precise Plan General Plan Amendment Page 3 of 4 Rev: 7/27/2023
assessed and have been determined not to be detrimental to the public health, safety, or welfare, in that:

A Mitigation Monitoring and Reporting Program (MMRP) has been prepared for implementation with Project development to reduce potentially significant impacts identified in the EIR to less than significant and a set of CE QA Findings and a Stat ement of Overriding Considerations have been prepared for the significant unavoidable impacts that cannot be mitigated to less than significant; and the City Council adopted these documents.

3. That the City Council hereby amends the Ge neral Plan by revising Section 5.2.2 Land Use Classifications and Diagram, Downtown land use designation of the General Plan with the following text:
“Downtown Core. This classification is exclusively for land so designated within the Downtown Precise Plan boundary that is bounded by Benton Street, Lafayette Street, Homestead Road, and Madison Street Focus Area. It covers the eight blocks of the University Redevelopment Project Area, approximately seven 25-acres, planned for high density residential, office, civic, cultural, hot el, and retail uses that will draw local and regional patrons and increase pedestrian activity in the City’s center. The Precise Plan provides goals, policies and implementation measures that governs development Development under this classification will result in approximately 400 residential units and 130,000 square feet of nonǦresidential development, excluding any space devoted to civic or public uses, as illustrated on Figure 5.4Ǧ3.”

4. That pursuant to Government Code § 65356, the City Council hereby amends the General Plan by changing the General Plan Land Use Designation for the Project Site by modifying Figures modifying Figures 5.2-2 and 5.2-3 of the General Plan to the Downtown land use designation.

5. That based on the findings set forth in this Resolution, the EIR Resolution and the evidence in the City Staff Report and such other evidence as received at the public hearing on this matter, the City Council hereby approves the General Plan Amendment.

Resolution/Downtown Precise Plan General Plan Amendment Page 4 of 4 Rev: 7/27/2023

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

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

AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE 5TH DAY OF DECEMBER, 2023, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST: ______________________________

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA

Attachments incorporated by reference: None

S:\Attorney\RESOLUTIONS\Form Resolution-City.doc
Ordinance/Downtown Form-Based Zoning District Page 1 of 4 Rev: 09/2019
ORDINANCE NO. _____

AN ORDINANCE OF THE CITY OF SANTA CLARA,
CALIFORNIA, AMENDING TITLE 18 OF “THE CODE OF
THE CITY OF SANTA CLARA, CALIFORNIA” TO ADD A
NEW CHAPTER 18.11, REGULATIONS FOR THE

DOWNTOWN FORM-BASED ZONING DISTRICT

WHEREAS, the City of San ta Clara (the “City”) is contemplating the adoption of the Downtown Precise Plan (the “Project”), a plan to implement the community’s vision and objectives for a vibrant, pedestrian-oriented destination Downtown with a reestablished street grid with up to 1,071 residential units, 531,720 square feet of office space, 197,900 square feet of commercial/retail space, and 44,300 square feet of public space, located on approximately 25 acres of land located in the historic Downtown bounded by Benton Street to the north, Lafayette Street to the eas t, Homestead Road to the south, and Madison Street to the west;
WHEREAS, the Project site is located within the Downtown Focus Area of the General Plan;
WHEREAS, the General Plan contemp lates that Focus Areas represent locations with opportunities for more intense development with limited impact on existing neighborhoods; WHEREAS, the Precise Plan represents the implementation of the General Plan’s goals and policies for the Downtown Focus Area;
WHEREAS, as a part of implementation of the Pr ecise Plan, the City intends to adopt a General Plan Amendment (“GPA”) to amend the General Plan land use diagram by changing the existing land use designation of the Project Site from High Density Residential, Community Mixed Use, and Downtown Core to Downtown; WHEREAS, the Downtown Precise Plan is currently zoned CD - Downtown Commercial, Ordinance/Downtown Form-Based Zoning District Page 2 of 4 Rev: 09/2019
OG - General Office, CC - Community Commercial, R1-6L – Single Family, B – Public, Quasi-Public Park or Recreation, and PD Planned Development; WHEREAS, the Santa Clara City Code (“SCCC”) currently does not include the required zoning district to implement the Gener al Plan designation proposed in the Downtown Precise Plan area;
WHEREAS, in order to effectuate the Project at the higher-intensity form of development provided in the Precise Plan, it therefore is nec essary to (a) create a new zoning district that implements the Precise Plan in the project area, and (b) rezone the Downtown Precise Plan area using the Downtown Form Based zoning designation; and WHEREAS, the HT – Historic Combining zoning district is an overly district intended to preserve historic landmarks and is applied to one property in the Plan area with APN 269- 20-095 (906 Monroe Street), and the proposed rezoning will not remove the overlay, but change the underlying combining district;
WHEREAS, SCCC Section 18.112.040 provides for the review and recommendation by the Planning Commission of all proposed zoning amendments before any action is taken by the City Council;
WHEREAS, on October 25, 2023 the Planning Commission conducted a duly noticed public hearing and recommended that the Council approve the proposed Downtown Form Based Zoning District and rezoning;
WHEREAS, before considering the creation of th e Chapter 18.11, the rezoning of the Downtown Precise Plan area, the City Counc il reviewed and considered the potential environmental impacts of the Project and identified mitigation measures in the Environmental Impact Report for the Project (SCH#2022010282) (the “EIR”), in accordance Ordinance/Downtown Form-Based Zoning District Page 3 of 4 Rev: 09/2019
with the requirements of CEQA;
WHEREAS, the Project approvals will include a resolution certifying the EIR (the “CEQA Resolution”); a resolution appr oving the GPA (the “GPA Resolution”); a resolution approving the Downtown Precise Plan (the “Precise Plan Resolution”); and an ordinance (a) amending the Santa Clara City Code to include a new Chapter containing the zoning district relevant to the Downtown Precise Plan and (b) applying the new zoning designation across the Precise Area (the “Rezoning Ordinance”) (collectively, the “Approvals”); WHEREAS, notice of the public hearing on the proposed Project was published in the Santa Clara Weekly, a newspaper of general circulation for the City, on October 11, 2023; and
WHEREAS, on December 5, 2023, the City Council conducted a duly noticed public hearing to consider the new chapter of the zoning ordinance and corresponding rezoning of the downtown area, at which time interested persons were given an opportunity to give testimony and provide evidence in support of and in opposition to the proposed rezoning.

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

SECTION 1: That an new Chapter 18.11 entitled, “Regulations for the Downtown Form Based Zoning District”, is hereby added to Title 18 (entitled “Zoning”), of “The Code of the City of Santa Clara, California” (“SCCC”) as more specifically set forth in the “Downtown Form Based Zoning Code”, attached hereto and incorporated herein by this reference.

SECTION 2: That the City Council hereby amends the City of Santa Clara Zoning Map to apply the zoning designation contained in Chapter 18.11 to all properties in the Downtown Precise Plan Area, bounded by Benton Street to the north, Lafayette Street to the east, Homestead Road to the south, and Madison Street to the west.

Ordinance/Downtown Form-Based Zoning District Page 4 of 4 Rev: 09/2019
SECTION 3: That the City Clerk is authorized to renumber the new Chapter 18.11, or any section or subsection contained therein, in order to conform to the numbering system of the existing zoning ordinance, or any subseq uent zoning ordinance adopted within twelve months following the Effective Date.

SECTION 4: Effective date. This ordinance shall take effect thirty (30) days after its final adoption; however, prior to its final adoption it shall be published in accordance with the requirements of Section 808 and 812 of “The Charter of the City of Santa Clara, California.” PASSED FOR THE PURPOSE OF PUBLICATION this 5TH day of DECEMBER, 2023, by the following vote:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST: _______________ ____________

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA

Attachments incorporated by reference:

1. Downtown Form Based Zoning Code

1 Agenda

1. History & Background

2. Community Outreach

3. Precise Plan

4. Form Based Code

5. Implementation Measures

6. Staff Recommendation
2 City of Santa Clara
City Council
December 5, 2023
Item # 7 RTC 23-1362
Downtown Precise Plan &
Form Based Code
Reena Brilliot, Assistant Director
Community Development Department

POST MEETING MATERIAL
1 Understanding Downtown's History
3 Why Are We Here?
Early 196o's 197o's Today
4 2
5 6
Background
• 2010-2035 General Plan Identifies the
Downtown as a Focus Area:
- Up to 129,300 sq ft new commercial
- Up to 396 new residential units
• Between 2015-2017, different efforts to
reinvigorate Downtown
• Significant community desire to create a
vision for Downtown & spur investment
• October 2019: Consultant hired for
preparation of a Precise Plan.
- May 2021: Form Based Code task
Consultant Team
The WRT consultant team is
comprised of industry experts in:
legend
WAT

PRIME CONSULTANT
---­~1Wft'....,. 0 .,, .... ,..,1-
_ ,,...._.,,,,.,.,.
• Town Planning PLANNING I URBAN DESIGN / ENGAGEMENT
• Placemaking
• Form Based Codes
• Community Engagement,
• Economic Development,
• Transportation, and
• Environmental Analysis.

James K. Stickley, ASlA tEEO AP
Principal-Jn,Ch;,rgo
Pete r Winch , AJCP
Sonior Plann or
SARGENTTOl'IN

PLANNING
PLI..C[·\f.\1,,,/ 3
FOOt.t 8ASEO
(iU!O[UI,(.

David Sargent
P,incip&io.CJl•,9 0
EPS
eco~--:OU ICS
Bcnj.imin C. Sigma n
P1indpJ,I if\,Ch..'190
•n Squt,., ,S:,«1,uc:,,

TR AHSPORTATIOU
Troy Russ
T,anspo1t,,Hon Eog int'Cr
CSWIST2
CIVIIL E!'Hi·r l HR1'1G
Robert Steve ns
Pro}cC1 M~rugc r

GREENSFELDER
fiE1A'LSTP.A1Em'
David Greens felde r
Princ:ip.al-ln,Chargo
DJP&A
3 7
8 Downtown Community Task Force (DCTF)
Name
Adam Thompson, Chair
Dan Ondrasek, Vice Chair
Butch Coyne
Ana Vargas-Smith
Debra von Huene
Matthew Reed
Rob Mayer
Alisha Varshney
Chan Thai
Planning Process
Oct. Sept.
2019 2020
• :

Existing
Conditions
• :

Urban Form
Opportunities Essential Land . & Constraints Use .

Financial Placemaking
Analysis
Stakeholder/Representation
Old Quad Residents Association
Reclaiming Our Downtown
Santa Clara University Administration
Historical and Landmarks Commission
Cultural Commission
El Camino Real Advisory Committee
Architect
Urban Designer
Santa Clara University Administration
Nov. Nov.
2021 2022
I
May Dec.
2023 2023
I I
•
Draft Plan
Document
•••
Infrastructure . . .

Financing ... .

Analysis
4 9
10 Community Outreach
Over the course of the Downtown Precise Plan/Form Based Code planning process, the planning team has received feedback from community members and stakeholders in the following ways:
• 43 Downtown Community Task Force (DCTF) meetings
• 2 online Survey's (Land Use Concepts - May 202o)(Placemaking - October 2021) • 2 "Meeting in a Box" activities distributed to the community (January/February 2020, June 2020)
• Downtown Retail 101 Community Workshop (January 16, 2020) • Santa Clara University student engagement workshop (January 29, 2020) • 6 Virtual "Meeting out of the Box" Meetings (June 2020) • Stakeholder and technical advisors Meetings (January through March 2020) • Placemaking Community Workshop (October 12, 2021)
• Community Open House (November 19, 2022)
Location and Context
\ - ·- •~ SJC
J\ ~~ ,. Q, 'fr
._ __ *'°"""'· _.,/ --.. _ ,,,./'/Bou
~-- ----~ , ~ ' •
TSr.1
Downtown Santa Clara
Public Parks
Major Retail
Important Destinat ions
Historic Properties
, , ~
Cn;CMl tte_M..!t"'\.'i,J t C fin .._ - ..

Other Planning Project Areas
Santa Clara University
, · \1\ 1. --- - ;;~ .:ur,:·irnity .\ 1 /
n11 ....U.~ L " f
t'j_~_.,. .. --•/.- rg~ /~All~
,~
<hoot
-· ,.
!liil El~U z•ooReal
O Old Quad
Neighborhood
8 Santa Clara University
C, Transit Station
0 El Camino Real
Commercial Corridor
10 5
11 12
What is Planning, a Precise Plan, a Form Based Code?
• General Plan - plans for future
-is a parcel-by-parcel citywide plan
- Precise Plans & Specific Plans are
neighborhood plans and are part of the
General Plan
• Zoning- implements form & function of the General
Plan
- Zoning typically regulates development & uses
- A Form Based Code is a type of Zoning that
provides precise requirements for building design
but does not regulate uses
Content
• The proposed Precise Plan is
intentionally flexible & does not
prescribe uses by parcel
• Flexibility will allow property
owners to propose the uses that
they and the market will support
• The Precise Plan provides a
building form, that represents up
to:
- 1,071 residential units
- 729,620 square feet of commercial
space
- 44,300 square feet of public space
11 12
6 13
14 Content
Streets & Public Spaces
Returnin g th e Stree t Grid
Essential Land Use
Retail, Cultur al, and the Ground Floor
Streets and Public Spaces
Urban Form
Building Up
13 • Re-establish the street grid by extending streets through the Downtown area to establish an interconnected network.
1rJ,J, ~ r n7..,i~ • 'h:i 1,-t1 ~ 1 i ,·111., 7 , • ~, t _ 7 3 1 r &IH ON6 1 ~T
{n BJ 0 ~~ ~:i '.J ~1
-~·~ ·a£i·6··1~1·•FltE· r
l<O',IEST., RO !<!l ,-

1.Ji.1-C ::;
1 ,Jl?2 1 11 ·~'17 7 7, -=. ,7
Thoroughfare
Community Connectors
Pedestrli n Oriented Downtown Sheet
Setvlce Oriented Downtown Street
- Suggested Alley Locations•
Park or Plaza
14 7
15 16
Streets and Public Spaces
Thoroughfare Community
Connectors
Pedestrian
Oriented
Streets and Public Spaces
• The Plan provides
required locations
for the
establishment of
active
recognizable
parks, plazas and
paseos for public
use.

Service
Oriented
15 16
8 17
18 Essential Land Use
• Commercial uses in the right
places and tailored to its
specific context.
- Retail Required
- Retail-Ready
- Entertainment/Cultural
Uses
Urban Form
• Townhomes and mid-rise housing
prototypes (up to 7 stories) maximize
residential real estate feasibility. Current
market rent levels do not appear to support
high rise residential.
• Mid-rise and high-rise office
development could be financially feasible at
some point, office demand is at an all time
low, and downtown is not well established.
• Ground-floor retail contained within
Retail Uses
#'.'~ Retail Ready Uses
EntertoinmenVCullural Anchors
Pubfic Spaces
17 l ot.al Proieet
Co>t
residential and office projects is likely to be Market/ Project Value Development Cost revenue-neutral. 18
9 19
20 Urban Form
• Maximum building height is regulated by the number of stories AND number of feet; buildings shall not exceed either metric .

A
i -10'
i 7 11'
"~l-~1

11.li
-,
.1
---, 7
Park or Plaza
- 2 stories {up to 28')
- 3 stories (up to 40')
4 stories (up to 59')
5 slorfos (up to 72')
6 stories (up to 85')
- 7 stories (up to 98')
Zoning: Conventional vs. Form Based
Conventional
Regulation and separation by land use,
density, setbacks, maximum building
heights, parking requirements
Form
Buildings define public spaces, Regulation of
building placement, height, frontage, type,
form, and mass
19 10
21 22
New Zone Established
• The zone established by the
Form Based Code replaces the
existing zoning for all property
within its boundaries.
• Predictably implements the
vision of the Precise Plan
through objective development
standards:
building height and massing
building setbacks/placement
building facade design
signage
Community Benefits Program
eu11:,1r;g pbrn:t .. "l! Slin1U1d11n1l111 lh1l
n1wbun :itno,ar11llldJndo,i1n1vdt0
a1>,11"'rhtt-~d1r.r.f ..ndcr~iOt M" :;r,d

11.lslir,~ Wt ill, p~I: !pa:H, co1;r1S. Vd
pauos.

CH. 7: BUILDING MAS SING
i!ullifno rr.an'.t.~I ill 159,btK! to ff!llllf
U\il nu · laio.- dtlW!(<f:mtnU do l'IOI Nii!
mnttvl. r.\O:'IOhthlc bca<Ks lhU t«il
ov,, bfarirl11 10 p-«strhr.s. e11~in111 a,,
m;cl:tJ lo li!!-KllM .~.yth~ ar,,:l S.Cilt of
lhlhhtorl:DG-«r,tOMI.

CH. 8: FACADE DESIGN
TtJ11«t10.,rm:1 u trut bui'.dln; bta:lu
hiVI 1n 1pp1op1lJlt u~ount of windi;.-.·s
aNl~1 . i :td t~ttllonr. lr,do11s.doo11,
;r.(I othtr U(~df 1!,mMI I ;ra organ!:~,:!
ln1oa ratltr.Jlto111Pcs'tlo110ffloonand
bay, .

CH. 11: SIONAGE OESIOH
Slgn111111l bl a !mn;tho!0o,.nw,,m
b11ildln11s. Thi)' will bl bU'Jli!ul aOO
~•~vlsu al lr,1g,,11101n111",1"'11:10
drn~il)J patten, Ii) WJ •l'IIUU 1nj CiltH
d-i1!lnatio.n1 wit~Jn 1~ .. Oo11nlOwT1 Zone.
.. Sets the stage for an increase in
building height in exchange for
community benefits.

Potenti al Maximum Bonus Helghts2
•
•
Not applicable or useable until
the Council adopts a fee-based
bonus height program .

Need to ground fee to support
usage of Community Benefits
Program vs. State Bonus
Density Law
Not Applicable until the Creation of o Bonus Height Program TABLE CH I PAOPOSED COMMUt4lTY IIEtlEFIT S FOR POTENTIA.1.

HEIGHT80tlUS PROGRAM
Commllflil )' ltnt fiU
I ~;; i:fl;~•1~~:J~;!,':: ;::rr~.,C::~~;:!:'p':,f~~,:~::!J.~.W;;:~j ~i~~~~;~°'"""J 1, t YfllWII '< m,,;. lhuh,, in 1~1tlcn ll'lh• \tJn th.

I ~u~~Hi~~i '1~~~•Ji!~i~'it,•~w:«~~~:,,m ltrmo,, . blil J n;1 P,,,l>-::C i.~4 d11:i.,R ...... rt~ ~~w, •=·M Wud on C•lfM !O •Heh drli~tio<\ 11qi;i,1m1ni .. ,o:10 ;,tn,11,111;a.

Enh1~d conltlt:.tio~ to p,,1!1k , um lrr.prirrcrr.11111 ,bc-o, i,:,.w,, d!YtlOl)-'T.UI ltr~t l ltt, ir-tl.o':ir9 w,n trutl ~•t. pf'<¥9, pllr,til\9. lumlW\lllgl. p ;t,,;c 111 .._,dlnllf~'ftr.1, , lltlftAII.
~.j1~:'l'~~~~:~~1r1~~1.:.i~:~:.~.~:u':! ~-~~!::~fi,~:;~~1':'t:;'~ r..;,,,,U1,IS)t1•1(1t.'Jm11M4 1.n~,.,,a.1tt~f41 n1ot 16"'11, !n '('IO). ~n.'.i"I I FU\l,. ,Procl ~,i;nll ''"lit. ,r.uU,9 &oil th• tUrJ:1141 d he1;.11 FIGUREG ·21 POTEHT1A1. MAXIMUM OUILDINQ ll EIGHTS
\\1TH8O1/U SES
·~~1· ~;~~~ ' i.:_~ ~ ·, ~~11~ i :.~~ ·, -7 :--....\ ·1 ~ s,, h,.;~~l l;~ f' ,).7 4;, { , \ l J~ . y
~ u TJ
- 21 IOl•l hpto1n
- hlf! IUIQIQt/JJ
4 11Nllll•P U~tl
s11111:.,1.11u1r,
,si., luh~ lotl)
- 1n:,1u h11t0Ul
- 911;wi11N;, 10ll'1
. . . . ....... __ ·t ~ ..

H.iu
•r,, ~UC ~•~t-,,..,_d
:-.--::::-.:::...-::.::"---·.......,.
~n~lotrll'Ql' J _...,. _ _, .,,.........,
de:ntlO-rolc..~ ...... "'- ....... 'f
~••nae__,.,.,.._~ ~..,....._~r1..,.u,_,.,.,_.
• -~or.1,1: Q t.o-..c~...._ ­
loT'&INc..,d~•- t-i.'l ,...,._ ... Orr
..... ~.-.... .._... ~----~c,,•..-­...,,~ .. ~ ....
21 22
11 23
24 Constraints
• Current economic market is
unfavorable to new development.

Many projects are challenged to
get financing.
• State of California's recent laws
allow housing at certain
affordability levels to waive city
standards.
• Existing developed properties are
profitable in terms of rents
received and may not be
interested in near term
ii'
0~c.i - Ease ment •
~ M Wee l:end f;um ers market
City-owned pa rce l
Re1ail on fr anklin St.
111111 Crouwall.:s
Defi ned <! dgeW acti\-e f,ontage
M;ulng defined edg(is
8:m ie r/ in.1cceu;b!e edge
redevelo ment. tJ Land marks
Pa,k:s 23
Implementation Measures

IMPLEMENTATION MEASURES CITY AGENCIES & MANAGEMENT OWNERS/ MEMBERS & TIMING I I

OTHER I DOWNTOWN I PROPERTY I COMMUNITY

ORGANIZATIONS ENTITY DEVELOPERS GROUPS
STREETS AND PUBLIC SPACES • • ~ • ' • ~ : • • : _ ~ , ..... ~.. :n. . _ r , -~~ - _ ........ ": '_J - • ,:a. • 1 ,- t _ "t • MNsure 3.1. Finandng PIJn
t.le.isure 3.2: Funding lo, Public Sen,cesand
Foo'tics
Measure 3.J: Lood Di'dicall011 for Public Rea1m
!,foa>uto 3.5: lnflilSUUCIUIC lmp1Q';cm11nts
f,1casurc J.6: Transit SC'n'ic;;, & Mobility Hub
Coo1dmaliQn
t.foasu,o J 7: Pa,king t, Cmb\ide Mon:tgcml!flt

11.casu,e 3.8: Programs& Opc1atiof1s
RETAIL. CULTURE & THE GROUND FLOOR
l.ie,nure 4.1: Folm-bu ctl Codo
1,k;uuro ,l Z; OC:\·~lo~r Solicitation & Colbbora\Jon
MNs111e •l.l- Oov.-nl.:mn ,.1Jnagcmcnt Entity
VTA
S(U
--
Nca1•tc1m.
t~er.He1m.

Ongo,ng. coo,d1ruted \',1th dt>-.•e'opcncnl C;ty mil'/ tah l~ad in negotrnting p,ope11yhne adjlfitmenls.
tlur-tcrm interim imp,o\-cmcnt\ on pubfic ace~ casement .

Ongoing. coo1dinJtcd with d~c'opmcnt and wrih <k.veloper con1tib1Jt1ons as app1opnltl'.

Nt-ar-tarm: ,c!1m1,ty imp1ovcmcnt m.• .. --di. Ongoing: pra'/Uo inlr.istruc tu,e 81 it becorncs nffdtd to suppol'I d~lapm cnl NtaHc1m: $IUd'/ trans,1 ~ulti-~ aod dl',-clcp pl.In lcr mobility hubs f,hJ• to long-1c11 n. implcmcn1 mobrity hubs .ind potential shun.le.

On9o!ng:· coordin111c with VTA.

Cootd ,nJtt-d wi1h Phase 1 dc.,,.c'opmenl of l.'ilstom blocks, and ongoing.

Ongoing.
lkar ,tarm and ongoing.

Ongo'1tg. coordinJtccl ,,ith dC"l·(-!opmcnl 24
12 25
26 Staff Recommendation

1. Adopt a resolution approving the Downtown Precise Plan Water Supply Assessment.

2. Adopt a resolution approving and certifying the Final EIR prepared for the Downtown Precise Plan and Form Based Code (SCH # 2022010282), including CEQA Findings and a Statement of Overriding Considerations, and adopting the project's Mitigation Monitoring and Reporting Program.

3. Adopt a resolution approving the Downtown Precise Plan.

4. Adopt a resolution approving a General Plan text amendment to modify the Downtown Core land use designation and amending the General Plan Land Use diagrams for Phases II and III to reflect the Downtown Precise Plan.

5. Waive first reading and introduce an ordinance amending the zoning code to create the Downtown Zoning district and make corresponding changes to the zoning map. 25 City of Santa Clara
City Council
December 5, 2023
Item # 7 RTC 23-1362
Downtown Precise Plan &
Form Based Code
Reena Brilliot, Assistant Director
Community Development Department
13 December 5, 2023
1 2
Precise plan
+ Form-based code

HIGHEST QUALITY
Item #7 - Rob & Adam

POST MEETING MATERIAL
1 December 5, 2023 Item #7 - Rob & Adam
3 4
Form-based code is a
complete package
This vision is holistic.

A vision to
create a soul for
downtown
Providing objective
design standards for
developers
While complying
with state law
The plan is about more than just height.

It creates quality and synergy through good design principles. 2 December 5, 2023
5 6
Item #7 - Rob & Adam
This is a blueprint
from the
~ ....-~ ~ community for
the developer's
success.
3 December 5, 2023
7 8

DEVELOPERS
can shortcut to
what the city and
community are
seeking

DEVELOPERS

COMMUNITY
vision implemented
without parcel-by­
parcel debate
Item #7 - Rob & Adam
4 December 5, 2023

DEVELOPERS
9 10

COMMUNITY
Item #7 - Rob & Adam

CITY /STAFF
Achieve planning
goals with less
effort
5 December 5, 2023 Item #7 - Rob & Adam
11 12
6 December 5, 2023 Item #7 - Rob & Adam
13 14
Strong Downtown
increases sales tax,
housing, and jobs for
our city.

This success could
be exponential. ..
7 December 5, 2023
15 Thank you
16 Item #7 - Rob & Adam
Bonus Height Program
Unlocks significantly more value
Please direct staff to initiate and
complete a development fee study
• Fellow DCTF members
• Council
• WRT
• Sargent Planning
• Staff
• Lesley Xavier
8 December 5, 2023 Item #7 - Rob & Adam
17 18
With the approval of this plan, Santa Clara
will have the path to restore the Downtown.
9 Melissa Lee
From:

Sent:

To:

Subject:

Follow Up Flag:

Flag Status:

Robert Blake <[email protected]>
Monday, December 4, 2023 8:55 AM
Mayor and Council
Council Meeting 12-05 - Agenda Item 7. 23-1362 - Vote Yes on the Downtown Precise Plan
Follow up
Completed
I You don't often get email from [email protected]. Learn why this is important Dear Mayor and Council, I support the downtown precise plan and all the hard work the community has done to support this vision for our downtown . The plan sets a blueprint for developers to follow to meet the community's needs without a fight. Vote yes on the downtown precise plan. Sincerely, Louis Faria and Bob Blake, 1179 Washington St, Santa Clara, CA 95050

POST MEETING MATERIAL
1 Melissa Lee
From:

Sent:

To:

Subject:
cstanson <[email protected] >
Monday, December 4, 2023 9:12 AM
Mayor and Council; Clerk; [email protected]
Council Meeting 12-05 - Agenda Item 7. 23-1362 - Vote Yes on the Downtown Precise Plan
Some people who received this message don 't often get email from [email protected] . Learn why this is important Dear Mayor and Council,
I support the downtown precise plan and all the hard work the community has done to support this vision for our downtown. The plan sets a blueprint for developers to follow to meet the community's needs without a fight.

Vote yes on the downtown precise plan.

Sincerely,
Stanley Carlson

POST MEETING MATERIAL
1 Melissa Lee
From:

Sent:

To:

Subject:

Robert Hernandez <[email protected]>
Monday, December 4, 2023 9:36 AM
Mayor and Council; Clerk; [email protected]
Council Meeting 12-05 - Agenda Item 7. 23-1362 - Vote Yes on the Downtown Precise Plan
[You don't often get email from [email protected] . Learn why this is important at https://aka.ms/LearnAboutSenderldentification]
Dear Mayor and Council,
I support the downtown precise plan and all the hard work the community has done to support this vision for our downtown. The plan sets a blueprint for developers to follow to meet the community's needs without a fight .

Vote yes on the downtown precise plan.

Sincerely,
Sent from my iPhone

POST MEETING MATERIAL
1 ~\S\ciD&~
Melissa Lee
From:

Sent:

Donna West <[email protected] >
Monday, December 4, 2023 4:30 PM
To: Mayor and Council; Nora Pimentel; Donna West
Subject: Council Meeting 12-05 - Agenda 7. 23-1362 - Vote Yes on the Downtown Precise Plan Council Meeting 12-05 -Agenda 7.23-1362 -Vote Yes on the Downtown Precise Plan Dear Mayor and Council,
I am a forty year resident and business woman of Santa Clara, CA. I am the head of Research of Reclaiming Our Downtown . I sincerely thank each of you for your support these past years.

I support the Downtown Precise Plan and Form Base Code with the objective design standards and all of the solid and firm work our community together has done to support this vision for our Downtown since 2018 and years before when we started researching successful downtowns and how to implement them . The plan sets a blueprint for developers to follow to meet the community's needs without a fight.

Commissioner Priya Cherukuru advised us to enforce this in the next steps and implement this Precise Plan and Form Base Code now. We have to hire the experienced team today and continue as citizens to implement our Downtown Plan now.

Our next action steps is enforcing and implementing our new Downtown:
• Implement this Downtown Precise Plan and Form Base Code • Plan our Station Area Plan and Transit and last mile needs for each of us to connect across the city with Form Base Code standards which is adjacent to our Downtown
• Review the properties like the old Wells Fargo parcel outside the Downtown border which are still vulnerable to development.

Let's hire our new team today to implement our Downtown Plan and objective design standards and continue implementing this enforcement with the adjacent Station Area Plan and other outside parcels.

Please vote yes on the Downtown Precise Plan and Form Base Code.

Thank you. Now let's get started building our community Downtown Santa Clara.

Sincerely and thank you,
Donna West - 408-489-4651
Business Mailing Address: 3561 Homestead Rd. No. 483. Santa Clara, CA 95051

POST MEETING MATERIAL
1 \~ \ t::> \ ~Dd-~
Melissa Lee
From: Planning Public Comment
Sent: Tuesday, December 5, 2023 11 :53 AM
To: Jackson Piper; Planning Public Comment; Andrew Crabtree; Reena Brilliot; Lesley Xavier; Mayor and Council
Subject: RE: City Council Hearing - 12/05/2023 - Item 7 (Downtown Precise Plan) Good Morning Mr. Piper,
Your email has been received in the Community Development Department/Planning Division and by way of my reply I am including the appropriate Planning Division staff for their review, as well as Mayor and Council for their information .

Thank you for taking the time to provide your comments. Your email will be part of the public record on this item.

Regards,
Elizabeth Elliott
Community Development Department I Planning Division
1500 Warburton Avenue I Santa Clara, CA 95050
0: 408.615.2450 I D: 408.615.2474
City of
Santa Clara
The Center o f Wh at·s Poss Ible
From: Jackson Piper <[email protected]>
Sent: Tuesday, December 5, 2023 10:52 AM
To: Planning Public Comment <PlanningPublicComment@santaclaraca .gov> Subject: City Council Hearing - 12/05/2023 - Item 7 (Downtown Precise Plan) I You don't often get email from [email protected]. Learn why this is important To the Santa Clara City Council,
As an urban planner interested in seeing cities throughout California both increase their housing capacity and provide for the development of good urban spaces, I strongly request that you approve the Downtown Precise Plan and Form­ Based Code. I have become familiar with this plan and its dedicated advocates through the Facebook group Reclaiming Our Downtown, and I agree with their assessment that th is plan will create a framework through which Santa Clara can restore the heart of the city: a vital and active downtown centered on Franklin Street and the surrounding blocks. Please give communities throughout California an example of good urbanism that can be followed by approving this plan and its accompanying Form-Based Code.

Thank you,
Jackson Piper
Newbury Park, CA

POST MEETING MATERIAL
1 Resolution/Downtown Precise Plan WSA Page 1 of 2
Rev: 7/27/2023
RESOLUTION NO. 23-9292

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA,

APPROVING A WATER SUPPLY ASSESSMENT FOR THE

DOWNTOWN PRECISE PLAN

WHEREAS, the City of Santa Clara (“City”) approved and adopted the 2020 Urban Water Management Plan in 2021;
WHEREAS, California Water Code Section 10910 and Section 15155(b) of the Guidelines to the California Environmental Quality Act ("CEQA") require a water utility to prepare a Water Supply Assessment for development applications for "water-demand projects”; WHEREAS, the City is a public water supplier within the City limits and the City Council of the City of Santa Clara is the governing body of the City's public water system; WHEREAS, the City of Santa Clara requires that landscaping for projects be drought tolerant and recycled water be used for irrigation, cooling towers and other permitted uses when properties are proximate to recycled water resources to reduce the cumulative use of potable water; and WHEREAS, City Staff prepared a Water Supply Assessment for the Downtown Precise Plan ("WSA").

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

1. That the Water Supply Assessment for the proposed the Downtown Precise Plan is attached to the RTC for the Council meeting of December 5, 2023.

2. Approval of WSA. The Council has reviewed the WSA at a regular public meeting conducted on December 5, 2023. Based upon the data and conclusions set forth therein, and the evidence and testimony presented at the public meeting, the Council hereby finds that there is adequate water to supply the Downtown Precise Plan without creating a negative impact on the groundwater basin and that the City has an adequate supply to provide water for the Downtown Precise Plan during single or multiple dry years for at least a 20-year projection, and, the council hereby approves the WSA.
//

3. Direction to Staff. Staff is hereby directed to include the WSA, the 2020 City of Santa Clara Urban Water Management Plan, and any other applicable Urban Water Management Plan related documents in the appendix of the Environmental Impact Report for the Downtown Precise Plan.

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

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

AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE 5TH DAY OF DECEMBER , 2023, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS :

ABSTAINED : COUNCILORS :

Attachments incorporated by reference : None
Resolution/Downtown Precise Plan WSA
Rev: 7/27/2023
Becker, Chahal, Hardy, Jain, Park, and Watanabe
None
None
ATTEST :M~~!2tf.~G ~ ----­

NORA PIMENT , MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA