Agenda packet — City Council and Authorities Concurrent, July 8, 2025 (part 4 of 6)

- -
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-417 Agenda Date: 7/8/2025

REPORT TO COUNCIL

SUBJECT
Action on an Award of Contract for the Northern Receiving Station Upgrades and Expansion Project Contract No. 2454 to Henkels and McCoy West, LLC and Related Budget Amendment

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure.

BACKGROUND
The City of Santa Clara’s Electric Department, Silicon Valley Power (SVP), issued a public works bid packet for the Northern Receiving Station Upgrades and Expansion Project, Project No. 2454 (Project). The proposed Project was identified in SVP’s Three-Year System Growth Plan Strategy that was accepted by City Council on September 28, 2021 (RTC #21-871), to support anticipated system growth, increase capacity, and replace end-of life equipment for system reliability.

The Northern Receiving Station (NRS) was constructed over 20 years ago in 2002. The Project will be located on available space within the existing station site and involve the (1) installation of additional transformers three 115kV/60kV, 336MVA and two 230kV/115kV, 560MVA power transformers); (2) installation of 115kV and 230kV bus; and (3) improvements to air insulted switchgear (AIS) Double-Bus-Double-Breaker (DBDB) configurations. Other work includes affected protection and control relay panels within existing control enclosure(s) and improvements or infrastructure necessary to facilitate the connection of future 60kV, 115kV, and 230kV transmission lines. The current 372MVA capacity of NRS will be increased to over 900MVA upon the completion of this Project.

DISCUSSION
On March 11, 2025, a competitive Request for Bid (RFB) was published on the City’s bid notification system, BidNet Direct, for the Project. On May 15, 2025, the Project bids were opened at the City Clerk’s office. The City received two (2) bids that were both deemed non-responsive. On May 21, 2025, the City re-bid the project.

On June 12, 2025, the Project re-bid was opened at the City Clerk’s office. The City received two (2) bids from PAR Western Line Contractors, LLC (PAR West) and Henkels & McCoy West, LLC (H&M) in the amounts of $45,700,982.00 and $47,783,784.64, respectively.

After staff evaluation, PAR West’s total base bid was adjusted to $49,763,888.61 which was more than H&M’s listed bid. Staff then reviewed H&M’s bid documents and their total base bid also required adjustment to $47,788,603.86 which made H&M the apparent low bidder. H&M’s corrected bid of $47,788,603.86 is 32% less than the Engineer’s Estimate of $70,300,000. Both PAR and H&M acknowledged and agreed to the adjustments. The final Re-Bid Summary is included as Attachment City of Santa Clara Printed on 7/3/2025Page 1 of 4
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25-417 Agenda Date: 7/8/2025

1. SVP staff included scope additives in the form of bid alternates to provide flexibility to accommodate additional work identified to prepare the NRS site to support a new third 230kV source which the California Independent System Operator (CAISO) approved as part of its Transmission Planning Process (TPP) 24/25 on May 22, 2025 which will bring more power to the City. Per Section 9.

Additive and Deductive Alternates of the Instructions to Bidders, “the City reserves the right…to add [to] the Contract any of the additive…alternates included in the Bid Proposal…” The alternate work requested includes modification of existing caisson foundations, replacement of steel structures, demolition of existing main bus, and installation of a new main and transfer bus at various voltage levels throughout NRS. Staff requests the approval of Bid Alternates #1-9 for a total amount not-to- exceed $12,068,489.28.

H&M’s bid was reviewed by SVP staff for compliance with the terms and conditions of the bid documents and has determined H&M to be the lowest responsive and responsible bid. Staff recommends awarding the contract to H&M.

Award of the contract will allow construction to commence in order to complete the Project. The contract includes prevailing wage requirements.

ENVIRONMENTAL REVIEW
The proposed Project is a ministerial project and is therefore exempt from the California Environmental Quality Act (“CEQA”) pursuant to Section 15268 of Title 14 of the California Code of Regulations based on the existing zoning of the Project site and under the applicable laws and ordinances.

FISCAL IMPACT
The cost of the base contract is $47,788,603.86, plus an additional $12,068,489.28 for Bid Alternates #1-9 for an adjusted contract price $59,857,093.14, plus a 15% contingency, or $8,978,563.97, for any potential change orders for a total not-to-exceed contract amount of $68,835,657.11. Funding for the contract is included in the NRS Upgrades and Expansion Project in the FY 2025/26 Adopted Budget. On September 10, 2024, the City Council approved the issuance of electric revenue bonds which fund the design and materials purchases associated with these projects. The FY 2025/26 Adopted Budget assumes additional debt will be issued to support the construction costs funded in the budget. Staff will present a recommendation in the future to initiate the debt-funding for FY 2025/26, either a short-term credit facility or long-term debt will be necessary to fund this Project.

Staff recommends the appropriation of additional funds for Project management services, construction management services, testing and commissioning support services, special testing services, and additional equipment and materials costs (e.g., transformers). Due to long lead times, SVP is purchasing many of these associated equipment and materials directly and so those costs are not included in this construction contract. Staff have estimated these costs and have added a 5% contingency in case of any additional unanticipated needs. Contracts and authorizations associated with these activities have been authorized under separate City Council actions where applicable.

Staff recommends the budget amendment below in the Electric Utility Capital Fund to allocate $16 million for the NRS Upgrades and Expansion Project No. 2454 to cover the costs outlined above.

This increase is offset by an increase to the Unrestricted Beginning Fund Balance which reflects City of Santa Clara Printed on 7/3/2025Page 2 of 4
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25-417 Agenda Date: 7/8/2025
anticipated Project savings in FY 2024/25 from updating the timeline for the South Loop Reconductor project. The FY 2024/25 savings will result in additional fund balance that will carry over to FY 2025/26.

Budget Amendment
FY 2025/26
Current Increase/
(Decrease)
Revised
Electric Utility Capital Fund (591)
Beginning Fund Balance
Unrestricted Beginning Fund
Balance
$124,493,014 $16,000,000 $140,493,014
Expenditures
NRS Upgrades and Expansion
Project
$115,439,070 $16,000,000 $131,439,070

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

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

RECOMMENDATION

1. Award the Public Works Contract for the Northern Receiving Station Upgrades and Expansion Projects, No. 2454, to the lowest responsive and responsible bidder, Henkels & McCoy West, LLC in the amount of $47,788,603.86 (Base Contract Price) and approve Bid Alternates #1-9, in the amount of $12,068,489.28, for a revised Base Contract Price not to exceed $59,857,093.14 and authorize the City Manager or designee to execute the Contract (Contract), subject to the review and approval as to form by the City Attorney;

2. Authorize the City Manager or designee to take any actions necessary to implement and administer the Contract including executing any and all documents in furtherance of the award, completion, and acceptance of the Project and approval of any necessary change orders not to exceed 15 percent of the revised Base Contract Price, or $8,978,563.97, for a total contract amount not to exceed $68,835,657.11; and,

3. Approve the FY 2025/26 budget amendment in the Electric Utility Capital Fund to increase the Unrestricted Beginning Fund Balance and increase the Northern Receiving Station Upgrades and Expansion Project in the amount of $16 million (five affirmative Council votes are required for the use of unused balances) .

Reviewed by: Nico Procos, Director of Silicon Valley Power Approved by: Jovan D. Grogan, City Manager
City of Santa Clara Printed on 7/3/2025Page 3 of 4
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25-417 Agenda Date: 7/8/2025

ATTACHMENTS

1. Re-Bid Summary
City of Santa Clara Printed on 7/3/2025Page 4 of 4
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Page __1__ of __1__

U:\5 - CIP_Transmission Planning Group\01.1 CIP Projects - Active\2454 - NRS Transformer Replacement\06 Bid&Award\Re-Bid\Bids\NRS Bid Results 06-12-2025.doc

EXHIBIT A

CITY OF SANTA CLARA

BID OPENING DATE: THURSDAY, June 12, 2025

TIME: 3:00 PM

PROJECT NAME: Northern Receiving Station (NRS) Upgrades and Expansion Project

PROJECT NO. CIP-2454

DEPARTMENT: Silicon Valley Power

PROJECT ENGINEER: Allie Jackman ([email protected])

COMPANY/CITY/STATE
REC’D
BY
TIME
REC’D

APPARENT

LOW BID
ORDER

BID AMOUNT

Henkels & McCoy West, LLC

1 $47,788,603.86

PAR Western Line
Contractors, LLC

2 $49,763,888.61

ENGINEER’S ESTIMATE ___$70,300,000__________________________

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-526 Agenda Date: 7/8/2025

REPORT TO COUNCIL

SUBJECT
Public Hearing: Action on a Resolution of Necessity to Acquire Certain Real Property Interests on 3205 Bassett Street, Santa Clara, California, from the Owner of Record for Purposes of Implementing the Silicon Valley Power 115kV Transmission Line Project

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
To support the growing electric demand and service needs within the City of Santa Clara (City), Silicon Valley Power (SVP) has identified the need for the construction of a 115-kilovolt (kV) transmission line connecting the Northern Receiving Station (NRS) and the Kifer Receiving Station (KRS) (the “Project”). This new transmission line will enable SVP to transfer additional power, balance electric loads across the City’s three receiving stations, and enhance overall system reliability.

After evaluating three potential transmission routes, the City Council approved the preferred route on November 12, 2024 (RTC #24-1040), an overhead alignment along Lafayette Street, Bassett Street, and Duane Avenue. The route was selected based on its overall feasibility, least impact to residents and businesses, permitting constraints, ability to meet the schedule, flexibility in power delivery, ease of maintaining the system, and reduced construction disruption to the public as compared to the other alternatives.

The City Council has previously taken several actions on the Project:
· March 19, 2024 - RTC #24-1614 - Informational Report
· November 12, 2024 - RTC #24-1040 - Action on a Mitigated Negative Declaration (MND) and Mitigation Monitoring and Reporting Program (MMRP) and Route Approval for the Project o Approved the Adoption of a MND and the MMRP.
o Approval of Route A, Option 1, for an entirely overhead alignment of the new 115kV transmission line.
· February 25, 2025 - RTC #25-212 - Authority to Execute Purchase and Sale Agreements (PSAs) for Easement Acquisitions
Other actions taken for this Project include two virtual community meetings held on April 25, 2024, and May 23, 2024, as well as an in-person public engagement meeting held on August 22, 2024, to present and take comments from the community on the transmission line route.

City of Santa Clara Printed on 7/3/2025Page 1 of 4
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25-526 Agenda Date: 7/8/2025
The Project requires the acquisition of twenty (20) easements for SVP’s electrical facilities, including an easement located on 3205 Bassett Street, Santa Clara, California (Easement Area), comprised of approximately 6,100 square feet of property as more fully described in the Resolution of Necessity, attached to this Report to Council.

DISCUSSION
On August 8, 2024, the City conducted an appraisal of the Easement Area and, subsequently, sent an offer for the Easement Area to the property owner on November 13, 2024. After the initial offer letter was sent to the property owner, the City’s right-of-way agents had initially been in regular contact with the property owner. At a certain point, however, the property owner stopped being responsive for months at a time and no further progress has been made.

City acquisition of the Easement Area is necessary for the Project and City’s reasonable efforts to acquire it through negotiations have not been successful and the property owner has not accepted the City’s offer. Therefore, it has become necessary for the City to acquire the Easement Area through the eminent domain process. At this point, in order to proceed with acquisition of the Easement Area under the eminent domain process, the law requires the City Council to hold a public hearing, consider all testimony presented and, in the Council’s discretion, adopt a Resolution of Necessity making certain findings. These findings, along with the factual basis necessary to make the findings, are set forth below:
· The public interest and necessity require the Project.

The completion of the Project is one of the key projects that are needed to increase SVP’s system capacity to approximately 1300-megawatt (MW). Until the Project is completed, SVP’s system capacity will be limited to 819MW. This is insufficient to meet projected electric loads within the City. This Project will enable SVP to transfer additional power, balance electric loads across the City’s three receiving stations, and enhance overall system reliability. · The Project is planned or located in the manner that will be the most compatible with the greatest public good and the least private injury.

The SVP evaluation team for the Project consisted of internal SVP staff, design and environmental engineering consultants, and program management staff. The SVP evaluation team conducted a comprehensive analysis and evaluation, employing various methodologies such as potholing and GPR surveys. This in-depth assessment took into consideration SVP’s load growth and system planning projections, schedule, cost estimation, required easements and permits, and engineering judgment. The goal was to determine feasible route alignments, identify a preferred route, and explore potential overhead and underground options within the preferred route. The findings favored the preferred route for the Project which is the all- overhead option set forth in Attachment 2 of RTC #24-1614. The Project alignment chosen will be achieved at less cost, be delivered more quickly, and will impact less residents and businesses than the other considered alignments.
· The Easement Area sought to be acquired is necessary for the Project.

The Easement Area is necessary to achieve the technical needs of the Project as it is within the alignment of the selected route. The majority of the route will be built within the public right -of-way; however, the Easement Area adjacent to the right-of-way is required for maintenance purposes and to ensure the proper electrical conductor clearances are met. The Easement City of Santa Clara Printed on 7/3/2025Page 2 of 4
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25-526 Agenda Date: 7/8/2025
Area also needs to take into account the necessary clearances from the blow out or sway of the electrical conductors.
· The offer required by Section 7267.2 of the Government Code has been made to the owner of record for the full amount established as the fair market value of the Easement Area.

On November 13, 2024, the City made an offer to the Owner of Record to acquire the Easement Area for an electric overhead easement upon the value determined by an independent state licensed and certified appraiser in accordance with the above referenced Government Code section.

The Resolution of Necessity requires approval by a two-thirds vote of the Council. If the City Council adopts the recommended Resolution of Necessity, the City would deposit the necessary funds for the Easement’s probable compensation with the State Condemnation Deposit Fund and file an eminent domain complaint with the Santa Clara County Superior Court to seek possession of the property.

As always, the parties can continue to negotiate in an effort to come to a mutual agreement on compensation for the easement, including any compensation due for furniture, fixtures, and equipment, and any loss of business goodwill.

ENVIRONMENTAL REVIEW
The Mitigated Negative Declaration (MND) and Mitigation and Reporting Program (MMRP) were prepared for the Project in conformance with CEQA. These documents and Notice of Availability were posted on the City’s website at <http://www.santaclaraca.gov/ceqa> and circulated for 30-day review
from July 31, 2024, to August 30, 2024.

The MND examined environmental impacts associated with the Project. The MND identified potentially significant impacts to air quality, biological, cultural resources, geology and soils, hazards and hazardous materials, hydrology and water, noise, and traffic/transportation. However, the MND and MMRP incorporates mitigation measures to reduce the potentially significant impacts to less-than -significant.

The MND and MMRP were adopted by the City Council on November 12, 2024, by Resolution No. 24 -9386.

FISCAL IMPACT
There is no fiscal impact to the City for adopting the action on a Resolution of Necessity to acquire certain real property interests on 3205 Bassett Street, Santa Clara, California, from the Owner of Record other than administrative staff time and expense. The anticipated easement costs for the Project are currently budgeted within the Electric Utility Capital Fund.

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

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website City of Santa Clara Printed on 7/3/2025Page 3 of 4
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25-526 Agenda Date: 7/8/2025
and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected]
or at the public information desk at any
City of Santa Clara public library.

Additionally, on June 16, 2025, a letter (attached) was mailed to the property owner, as verified on the Title Report. The letter included notification of the public hearing and consideration of a Resolution of Necessity. A Notice of Intention to Adopt a Resolution of Necessity stating that the hearing before City Council is scheduled for July 8, 2025, and Request to be Heard documentation were also included as attachments to the letter.

ALTERNATIVES

1. Adopt a Resolution of Necessity to Acquire Certain Real Property Interests.

2. Do not adopt a Resolution of Necessity.

RECOMMENDATION
Adopt a Resolution of Necessity Making the Required Findings to Acquire Certain Real Property Interests on 3205 Bassett Street, Santa Clara, California, from the Owner of Record for Purposes of Implementing the Silicon Valley Power 115kV Transmission Line Project (Five affirmative votes required [California Code of Civil Procedure section 1245.245]) .

Reviewed by: Nico Procos, Acting Director of Silicon Valley Power Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. 3205 Bassett Street, November 13, 2024, Offer Letter

2. Resolution of Necessity

3. 3205 Bassett St, Intent of Resolution of Necessity and Notice of Intention City of Santa Clara Printed on 7/3/2025Page 4 of 4
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I SILICON
VALLEY
POWER.

Cl TY OF SANTA CLAR/\
~ The Center of What's Poss Ible
Nov. 13, 2024
Basset California, LLC
Rose Greenwich
100 Field Point Rd.

Greenwich, CT, 06830
SUBJECT: OFFER TO PURCHASE OVERHEAD ELECTRIC EASEMENT
SITE: 3205 Bassett Street
NRS-KRS 115kV Transmission Line Project
Dear Ms. Greenwich:

The City of Santa Clara, acting by and through its municipally owned utility, Silicon Valley Power (SVP), is currently pursuing acquisition of power line easements to construct, operate, and maintain approximately 2. 24 miles of new 115 kilovo 1 t (kV) overhead transmission line from the Northern Receiving Station (NRS) to Kifer Receiving Station (K.RS) ("Project''). The power lines that are proposed to be built for the Project requires the acquisition of property rights affecting approximately 6,100 square feet over a portion of your property located at 3205 Bassett Street, Santa Clara, CA and is also identified by the County Assessor as Parcel No. 101 ~ 11-00 3 ("Property").

SVP's primary objective of the Project is to increase system capacity and reliability. The majority of the new 115k V transmission line would be constructed along Lafayette Street, Bas sett Street, and Duane Avenue. The Project is anticipated to be completed in 2028.

SVP designs its ttansmission system so that a loss of a single transmission line does not result in the loss of power for its customers. This design philosophy ensures the maximum reliability for its customers. As the power demands of the City grow, so does the necessity to construct infrastructure upgrades, such as this project, to continue to maintain this level of service reliability and increase the power capacity to support load growth and development. SVP is proactive about addressing future reliability issues and committed to providing the best service reliability for its customers.

Our title information shows Basset California, LLC, a Delaware limited liability company to be the owner of the Property. This Property is within the Project area.

Subject to, and upon the te1ms and conditions set forth herein, SVP offers to purchase the easement area over the Property ("Easement Area"), as described in Exhibit A: Overhead Electric Easement Deed ("Easement Deed") attached hereto. SVP hereby offers the sum of One Hundred Fifty Four Thousand Dollars ($154,000) as just compensation for the acquisition of the Easement Area.

SILICON
VALLEY
POWER.

CITY Of SANTA CU\~A
~ The Center of What's Possible
It is the policy of SVP to acquire property interests that are in private interests through voluntary purchase, if possible, and only when it is necessary to do so. In accordance with applicable law, SVP has obtained, reviewed and approved an appraisal to establish the fair market value of the property to be acquired. The attached Appraisal Summary outlines the basis for this offer pursuant to Government Code §7267.2.

Pursuant to Code of Civil Procedure§ 1263.025, SVP offers to pay your reasonable costs up to five thousand dollars ($5,000) for an independent appraisal of the property interests. By law, an appraiser licensed by the Office of Real Estate Appraisers must prepare the independent appraisal.

Although you are not required to obtain an appraisal at this time, or at all, if you believe such appraisal can assist you in evaluating this offer, it is in your interest to obtain an independent appraisal as expeditiously as possible. If you choose to obtain an appraisal, please forward SVP an invoice from your appraiser, identifying the Easement Area and the Property address as the subject of the appraisal and the fee charged.

Materials enclosed for your information include:
• An Easement Deed with Exhibit showing the Easement Area; • The Appraisal Summary for your Easement Area.

The agent assigned to you and to whom you will be working with is John Timmins who can be reached at 801-244-3707 or by email at [email protected]. Please contact him if you have any questions or if you wish further clarification of this offer.

If you are agreeable to the purchase amount of this offer for the Easement Area, please indicate your acceptance by signing in the space provided below and return an original signed copy of this letter to John Timmins using the postage paid return envelope, which is enclosed, for your use.

Upon receipt of your acceptance of this purchase offer amount, a contract for sale (Purchase and Sale Agreement) and escrow instructions will be prepared for your execution. SVP will pay all of the conveyance and escrow costs. All taxes and assessments, if any, will be pro-rated, and possession will be delivered to SVP at the close of escrow.

Sincerely,
Manuel Pineda P .E.

Chief Electric Utility Officer
Enclosures:

SVP Easement with Exhibit
Appraisal Summary
Postage paid return envelope

ACCEPTANCE OF OFFER
S1L1CON
VALLEY
POWER.

CITY OF SANTA CU.RA
~ The Center of What's Possible
I, Rose Greenwich, am the legal owner of the Property. SVP submitted to me an Offer to purchase Overhead Electric Easement dated November 13, 2024 ("Offer") whereby the City of Santa Clara acting by and through its municipally owned utility, Silicon Valley Power, offered $154,000 as the purchase amount for the acquisition of the Easement Area. By signing below, I, Rose Greenwich hereby accept this Offer and the terms and conditions contained therein. I further represent that I am legally authorized to accept the Offer.

Any and all capitalized terms shall have the meaning ascribed to them in the Offer.

Owner's Name
By: ________ _
Name: --------
Title: ---------
Date: ________ _
Recording Requested by:

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

Office of the City Clerk
City of Santa Clara
1500 Warbmton Avenue
Santa Clara, CA 95050
[SPACF. ABOVE THJS LJNF. FOR RECORDJ:R'S USE]

EXEMPT FROM RECORDING FEE
PER GOVERNMENT CODE§§ 6103 and 27383
"EXEMPT FROM FEE
PER GOVERNMENTCODE § 27388.1 (a)(2)(l))

OVERHEAD ELECTRIC EASEMENT DEED
3205 Bassett Street & APN 101 -11-003
Santa Clara, California
For valuable consideration, the receipt of which is hereby acknowledged, Basset California, LLC, a Delaware limited liability company, (herein "Grantor"), hereby grants to the CITY OF SANT A CLARA, California, a chartered municipal corporation, (herein "Grantee"), an easement and right-of-way (herein "Easement") in, on, over, along and across the real property owned by Grantor in the City of Santa Clara, State of California, described in Exhibit A attached hereto and incorporated herein by this reference ("Easement Area").

This Easement shall be used by Grantee for the purpose of constructing and reconstructing, installing, operating, inspecting, maintaining, repairing, removing and/or replacing overhead electrical transmission systems, electrical distribution system, and communication systems, and appurtenances thereto, including a reasonable right of ingress and egress over adjoining lands of Grantor. In exercising said right of ingress and egress, Grantee shall, wherever practical, use existing roads and lanes across lands of Gran tor, if such there be, and if not, by such route or routes as shall result in the least practicable inconvenience to Grantor and any occupants of Grantor's property.

The overhead system will consist of poles, wire supports, wires and conductors suspended from pole to pole, transformers and other equipment mounted on the poles, anchors, guy attachments, and other appurtenances.

Portions of the Easement Area may be used by the Grantor for driveway(s), landscaping (excluding trees), and parking, as will not interfere with the Grantee's use of the Easement. Any other use of the Easement Area by Granter shall be subject to Grantee's express written consent and only after Grantee's review of plans and specifications and determination that such use will not interfere with its use of the Easement. Grantee may trim any trees or remove any tree or structure which is in or adjacent to the Easement Area which, in its reasonable determination, interferes with its use of the Easement. Grantee may trim any trees which is in or adjacent to the Easement Area which exceeds a height of 20 Feet or poses a risk of falling onto the Grantee's facilities or equipment located within the Easement.
[SIGNATURE(S) APPEAR ON THE FOLLOWING PAGE]

Page 1 of 2 ends

101-11-003
lN WITNESS WHEREOF, said grantors have hereunto set their hands this day of ---- 20 _ _________ _.

APPROVED FOR FORM:

Office of the City Attorney
City of Santa Clara
By: ________________ _
Print Name: ------ ---- ------
Title: _______________ _
By:----------------
Print Name: ----------------
Title: _____ __________ _
ALL LEGAL OWNERS OF PROPERTY MUST EXECUTE THIS DOCUMENT. IF GRANTOR IS A CORPORATION , THE

COMPLETE LEGAL NAME AND CORPORATE SEAL OF THE CORPORATION AND CORPORATE TITLES OF THE PERSONS SlGNING FOR THE CORPORATION SHALL APPEAR ABOVE. WRlTT.llN EVIDENCE OF AUTHORJTY OF PERSON OR PERSONS

EXECUTING THJS DOCUMENT ON BEHALF OF CORPORATION, PARTNERSHIP, OR JOINT VENTURE, OR ANY OTHER ORGANIZATION OTHER THAN A SOLE PROPRIETORSHIP SHALL BE ATTACHED.

ATTACH THE ALL-PURPOSE NOTARY ACKNOWLF.OGMENT FORM FOR TUE PERSON OR PERSONS EXECUTING THIS DOCUMENT ON BEHALF OF THE GRANTOR.

Page 2 of 2 ends

101-11 - 003
DESCRIPTION:

EXHIBIT "A"
OVERHEAD ELECTRIC EASEMENT ACROSS:

BASSET CALIFORNIA, LLC
3205 BASSETT ST.

SANTA CLARA, CALIFORNIA 95054
APN: 101-11-003
EASEMENT AREA: 6,100 SQ.FT.±
SVP REF: SC 1X-1XX
!J!J@u W fi1!1D@
[))J /J:!J !1&[flS
[1Jlj@[j[}@:{1j) ~
~3&.iJ!1&@
The westerly 15.00 feet of the parcel of land conveyed in that certain Grant Deed recorded March 22, 2023 as Document No. 25452253, in the Office of the Recorder of Santa Clara County (ORSCC), herein after referred to as the Grantor's Parcel, located in the City of Santa Clara, County of Santa Clara, State of California, described as follows:

COMMENCING at a monument located along the centerline of Bassett Street; thence North 1 °06r00" East 264.07 feet along the centerline of said Bassett Street (as shown on Page 2 of this Exhibit); thence South 88°54'00" East 33.00 feet to the easterly right-of-way of said Bassett Street and the POINT OF BEGINNING; thence North 1 °06'00" East 416.40 feet to the northerly line of said Grantor's Parcel; thence South 34°10'14" East 25.98 feet along said northerly line; thence South 1 °06'00" West 395.19 feet to the southerly line of said Grantor's Parcel; thence North 88°54'00" West 15.0~ feet along said southerly line to the POINT OF BEGINNING. y
CONTAINING: 6,100 sq. ft., more or~ /\)~
§'\;~~
~Vg.4.>
~%-~4; / ~4;
a~
~
THIS DRAWING SHOULD BE USED ONLY AS A REPRESENTATION OF THE LOCATION OF THE EASEMENT BEING CONVEYED. TflE EXACT LOCATION OF ALL STRUCTURES,

LINES AND APPURTENANCES IS SUBJECT TO CHANGE WITHIN THE BOUNDARIES OF TI-IE RIGHT OF WAY HEREIN GRANTED REV: 0 PATE: 10-7-24
~g~~~a1r~ t 1 ~ 1 ~Al
tONHl 1 ANH l~t

SALT LAKE CITY, UTAH
SCALE :

BASSET CALIFORNIA, LLC
AP'N: 101-11-003
3205 BASSETT ST.

SANTA CLARA, CALIFORNIA 95054
S1L1CON
VALLEY
POWER,:

CI TV OF SANTA CLARA
SHEET: 1 of 2
SCALE
0 50
FEET
100
EXHIBIT "A"
OVERHEAD ELECTRIC EASEMENT ACROSS:

BASSET CALIFORNIA, LLC
3205 BASSETT ST.

SANTA CLARA, CALIFORNIA 95054
APN: 101-11-003
EASEMENT AREA: 6,100 SQ.FT.±
CLMON_t <l

BASSETT STREET
I
S 34°10'14" E

25.98'
SVP REF: SC 1X-1XX
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BASSET ALIFORNIA, LLC
APN: 01 .. 11 .. 003
co 88°54'00" W 15.00'
\
B
~ S 88'54'00" E 33.00' (TIE)
w
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0 --.i
~ LEGEND
IZ/ZZ/77721 EASEMENT AREA
- ROADWAY PLATTED CENTERLINE
i

POWERLINE REFERENCE LINE

FOUND SURVEY MONUMENT
THIS DRAWING SHOULD BE USED ONLY AS A REPRESENTATION OF THE LOCATION OF TI-IE EASEMENT BEING CONVEYED. THE EXACT LOCATION OF ALL STRUCTURES,

LINES ANO APPURTENANCES IS SUBJECT TO CHANGE WITHIN THE BOUNDARIES OF THE RIGHT OF WAY HEREIN GRANTED REV: 0 DATE: 10-7-24
•lng~a«tng cf r Ct ~ r 11 ( A l
tONlijllANH INC

SALT LAKE CITY, UTAH
SCALE: 1" = 100'

BASSETT CALIFORNIA, LLC
APN: 101-11-003
3205 BASSETT ST.

SANTA CLARA, CALIFORNIA 95054

SILICON
VALLEY
POWER.!
Cl TY OF SANTA Cl A AA
SHEET : 2 of2
Val bridge

PROPERTY ADVISORS
Appendix A
October 8, 2024
City of Santa Clara
Overhead Electric Easement
Appraisal Summary Statement And
Summary of the Basis for Just Compensation
(Pursuant to Government Code Section 7267.2)
3160 Crow Canyon Place, Suite 245
San Ramon, CA 94583
925.327 .1660 phone
408-279-3428 fax
valbridge.com
The fa 11 owing is a statement of and summary of the basis for the a p pra isa I and the amount that Si Ii con Valley Power has established as just compensation required by California Government Code Section 7267.2. The appraisal on which this summary is based was made in accordance with accepted appraisal principles, consistent with California valuation law.

The purpose of th is a pp ra isa I is to estimate the fair market va I u e of the pro posed a cq u is iti on appraised.

Section 1263.320 of the Code of Civil Procedure defines fair market value as:

A. The fair market value of the property taken is the highest price on the date of valuation that would be agreed to by a seller, being willing to sell but under no particular or urgent necessity for so doing, nor obliged to sell, and a buyer, being ready, willing and able to buy but under no particular necessity for so doing, each dealing with the other with full knowledge of all the uses and purposes for which the property is reasonably adaptable and available.

B. The fair market value of property taken for which there is no relevant market is its value on the date of valuation as determined by any method of valuation that is just and equitable.

The date of value August 8, 2024, which was the date of inspection.

The intended use of this appraisal is for potential acquisition of easement access rights, which is called the Overhead Electric Easement. The intended user is Silicon Valley Power. © 2024 VALBRIDGE PROPERTY ADVISORS I NORTHERN CALIFORNIA Page 1 Val bridge

PROPERTY ADVISORS

SILICON VALLEY POWER EASEMENT

SUMMARY BASIS OF APPRAISAL
The scope of work included inspecting the property, research and analysis of comparable data, and highest and best use analysis.

The appraised rights are further identified as follows:
1) The fair market value of a 6,100-square-foot permanent easement.

Statement of the Amount Established as Just Compensation The amount Silicon Valley Power has established as just compensation for the property rights described in the accompanying offer is: $154,000 (One Hundred Fifty-Four Thousand Dollars).

Summary of Basis for the Amount Established as Just Compensation This Summary of the Basis for the Amount Established as Just Compensation {prepared pursuant to Government Code Section 7267.2) is a summary of the appraisal used by Silicon Valley Power to determine the amount it est ab I ish ed as just com pe nsati on for an easement. (A) Property Identification - Subject Property
Owner of Record:

Assessor's Parcel Numbers (APNs):

Property Address:

Property Transfers in the Past
Three Years:

General Character of
Interest Being Appraised:

Larger Parcel Land Size:

Improvements:

Topography:

Shape:

Access:

Basset California LLC
Santa Clara County Assessor's Parcel Number (APN)
101-11-003.
3205 Bassett Street, Santa Clara, Santa Clara County,
California 95054.

The property was sold from SPIRIT AT 3205 BASSETT CA LP to Basset California LLC for $13,300,000 in March 2023. This was an all-cash deal.

Easement
53,578 square feet
There is an existing data center on the property.

Level
Irregular
Access to the Larger Parcel is available off of Bassett Street. © 2D24 VALBRIDGE PROPERTY ADVISORS] NORTHERN CALI FORNI/\ Page 2 Val bridge

PROPERTY ADVISORS
Utilities:

Environmental Conditions:

Date of Valuation:

Highest and Best Use
Highest and Best Use -
As If Vacant:

Highest and Best Use -
As Improved:

Present Use
Subject Property:

Applicable Zoning:

SILICON VALLEY POWER EASEMENT

SUMMARY BASIS OF APPRAISAL
Typical municipal and public utilities are available.

We did not receive a Phase I report for the Subject
Property, and we assume there are no adverse
environmental conditions.

August 8, 2024
The most probable use of a property which is physically possible, appropriately justified, legally permissible, financially feasible, and which results in the highest value of the property being valued.

Industrial development
Existing use
The Larger Parcel is currently used as a data center property.

ML (also known as LI) - Light Industrial
(B) Approaches Used in the Appraisal
We employed the "before" and "after" methodology for the Larger Parcel. In the "before" condition, we have not considered the Project.

In the "after" condition, we have considered the impacts attributed to the proposed easement and the Project.

Three methods of valuation can be applied to the appraisal of land. The most often used approach is the Direct Sales Comparison Approach. This method involves the comparison of the subject with recent sales of comparable properties.

A second method of land appraisal is the Land Development Approach. This approach involves estimating the development costs of installing all utilities and off-sites. These costs can be subtracted from a known improved lot value (established by sales comparison) to arrive at an estimate of raw land value or added to the known raw land value to arrive at the value of an improved site.

The third method employed is an Income Residual Method. An estimate is made of the potential net income, which can be earned from the site improved with buildings. The cost of these improvements © 2024 VALBRIDGE PROPERTY ADVISORS I NORTHERN CALIFORNIA Page 3 Val bridge

SILICON VALLEY POWER EASEMENT

SUMMARY BASIS OF APPRAISAL

PROPERTY ADVISORS
is estimated to determine the portion of the in co me needed to supp I y a fair return on these costs. The residual income is available for a return on the land. Therefore, this income is capitalized into an indicated land value.

For purposes of this appraisal, the Sales Comparison Approach has been employed. Sufficient sales data was available that it was felt this method yielded a reliable result. This is the method that would most often be applied by a typical buyer of this type of property. The comparable sales are provided in Exhibit A.

Sales Comparison Approach
The sales comparison approach is used to derive a value indication by comparing the property being appraised to similar properties that have sold recently, applying appropriate units of comparison, and making adjustments to the comparables based on the elements of comparison.

Based on our analysis of sale comparables provided in Exhibit A, we estimate the land value of the Larger Parcel to be $5,357,800 (land only). This is based on a price per square foot of land of $100 x 53,578 square feet.
(C) Value of Part Taken
We have valued the part taken next. This consists of the value of the permanent easement and one tree in the easement area that will be removed.

Permanent Easement
In the "after" condition, the highest and best use of the larger Parcel remains for continuation of the existing use.

For this valuation, the rationale for estimating the easement value can be shown as an equation:

Fee simple land value x % of fee rights being acquired = easement value Based on our experience, an easement that is solely for subsurface utilities, as one example, may command a 10-35% share of the fee rights. As another example, exclusive control of surface rights may capture 90-100% of the fee simple value.

The subject is a perpetual easement. The granter has significant remaining rights at the surface, landscaping, parking and signage for example. We estimate that the easement encumbers 25% of the total bundle of rights.

Therefore, the fair market value for the permanent easement is estimated at $154,120. or 6,100 square feet x $100 x 25% + $1,620 for one tree.
(D) Severance Damages/Benefits Analysis
Severance damages and benefits involve measuring the effect that the "acquisition" and "Project" have on the value of the property remaining, i.e., on the "remainder." The acquisition is not expected to result in any severance damages to the remainder. © 2024 VALBRIOGE PROPERTY ADVISORS I NORTHERN CALIFORNIA Page 4 Val bridge

PROPERTY ADVISORS

SILICON VALLEY POWER EASEMENT

SUMMARY BASIS OF APPRAISAL
The highest and best use of the Larger Parcel upon partial acquisition is unchanged, relative to the "before" condition. We have not identified any damages from the Project.

Benefits result when the value of the remainder increases because of either the Project or the acquisition. Any resulting benefits are offset only against severance damages and not against acquisition value.

Each case for benefits is unique. In the case of the subject, we envision that the electric uti I ity upgrades would be superior relative to the existing conditions. Since we have not identified any severance damages, we have not quantified any potential benefits. {E) Conclusion of Just Compensation and Value in the "After" Condition The market value of the acquisition is shown on the following page. © 2024 VALBRIDGE PROPERTY ADVISORS J NORTHERN CALIFORNIA Page 5 Val bridge

SILICON VALLEY POWER EASEMENT

SUMMARY BASIS OF APPRAISAL

PROPERTY ADVISORS
Summary of Valuation
A. Land Value of the whole before acquisition:

B. Value of the part acquired as part of the whole:

Permanent Easement ($100 x 6,100 SF x 25%)
Site Improvements (e.g. trees)
C. Va Jue of the remainder as part of the whole: (Line A less Line B) $152,500
$1,620
D. Value of the remainder after the acquisition and before consideration of benefits (Line C - Line E)
E. Severance Damages/Cost to Cure
F. Value of the remainder after the acquisition and after considering benefits G. Benefits (Line F less Line D)
H. Net Damages or Net Benefits (Line E minus Line G)
Plus: TCE:

Total
I. Market Value of the Acquisition (Just Compensation) (Line B plus Line H) Subtotal
Rounded
$5,357,800
$154,120
$5,203,680
$5,203,680
$0
0 $0
iQ
$0
$154,120
$0
$154,120
$154.000
The resulting land value of the remainder in the "after" condition is $5,203,680, or $5,357,800 - $154,000.
© 2024 VALBl1IDGE PROPERTY ADVISORS I NORTHERN CALIFORNIA Page 6 Val bridge

PROPERTY ADVISORS

SILICON VALLEY POWER EASEMENT

SUMMARY BASIS OF APPRAISAL
The fair market value for the acquisition is, $154,000, as summarized below:

Value Conclusions: 3205 Bassett Street
Net Severnn<e
Permanent Easement Site Improvements 0,1mages Total Fair M,1rl<et V;:ilue Value Type Fair Market Value Fair Market Value Fair Market Value Fair Market Value Property Rights Appraised Permanent Easement Acquisition Date of Value August 8, 2024 August 8, 2024 August 8, 2024 8/8/20024 Fair Market Value $152,500 $1,620 $0 Total: $154,000
{rounded)
The previous is a summary of the appraisal prepared at the request of Silicon Valley Power to comply with Government Code Section 7267.2 that fairly and correctly states my opinions and knowledge.

Dated: October 8, 2024
~7~
Josh Fronen, MAI
Managing Director
Ca lifornia Certified License #AG028548
License Expires 12-18-2025
© 2024 VALBRIDGE PROPERTY ADVISORS f NORTHERN CALIFORNIA Page 7 Val bridge

PROPERTY ADVISORS
Addenda
Exhibit A: Land Sales
Exhibit B: Easement Area
Office Locations
© 2024 VALBRIDGE PROPERTY ADVISORS I NORTHERN CALIFORNIA SlLICON VALLEY POWER EASEMENT

ADDENDA

Page 8 ends

Val bridge

PROPERTY ADVISORS
Exhibit A: Land Sales
Comparable Sales Summary
Cornp Price per SF
SILICON VAi.LEY POWER EASEMENT
ADDtNDA
No Addr~ss COE date Land SF Sale Price of L~11c! Gra11tm / Gr,mtee and Re<ordinq M 735 Reed Street F<ab-22 47,044 $ 5,000,000 $106.29 Fa r a lla ni, Alireza Santa Clara 735 Reed Street LlC
Recording #25249526
2 1 04 5 Com morda I Court Jan-23 108,028 $ 6,500,000 $60.17 Anderson Gr aves LLC San Jose 1 D45 Commercial Court LLC
Recording #25431855
3 868 Parker Street Jul-24 39,048 $ 4,900,000 $125.49 ABC Manufacturing Co.

Santa Clara 840 Parker Street LlC
Recording #25661169
© 2024 VALBRIDGE PROPERTY ADVISORS I NORTHERN CALIFORNIA Page9 Val bridge

PROPERTY ADVISORS
Exhibit B: Easement Area
Permanent Easement
1 I
EXHIBIT "A"

SILICON VALLEY POWER EASEMENT

ADDENDA
SVP REF: SC 1X-1XX
OVERHEAD ELECTRIC EASEMENT ACROSS:

BASSETT CALIFORNIA , LLC
3205 BASSETT ST.

SANTA CLARA, CAUFORNIA 95050
APN: 101-11-003
EASEMENT AREA: 6,100 SQ.FT. ±
[}::}©lf \\f £1[1Di"5"/
~iu:D!1&Js:IJ
UGI.ND
V/277 /'.Z72 EASEMENT AREA
-- - --ROADWAYPLATTE0CENTERI.INE
1---P ---POWERLINE REFERENCE LINE
- · · - -EXISTINGEASEMENTLINE
- - - -8UILDINGSE1VACKUNE
-$- FOUND SURVEY MONUMENT
TMi IIAAWIIIQ a!0\JUI KUKCIO,O.~ M>.FSPMU!fr>.TDIOF "II-IE 1.0CATION OFlHE EAIB,IENT IEING OOHVEYED. n!E £AAe"f ~OC...TK!tl OF /JJ. -~.

LNE&NIDN'l'l-'lm'IWICE6 ■ -.JECT TO aw«lE MlltlNlHEIIOllNDAAIEa 0Fn£1UGt{f 01' WI\~ HEREll,I 0/WITED SCALE; I" ,. 100'
~THrtl(Al
COIIIIUITt m.

BASSETT CAL4FORNIA, LLC
APN: 101-11-003
3205 BASSETT ST.

SJ.LT UKE CITY, UTAII SANTA ClARA, CALIFORNIA 95050
© 2024 VALl3RIDGE PROPER1Y ADVISORS I NORTHERN CALIFORNIA 8Y:AGD CHK: OHH APP: JJC
♦SILI C O N
VALLEY
Prn,vrn.

Page 10 ends

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Resolution/Acquisition of Certain Real Property Interests Page 1 of 3 Rev: 7/27/2023
RESOLUTION NO. _____

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA

DETERMINING THAT THE PUBLIC INTEREST AND NECESSITY

REQUIRE THE ACQUISITION OF CERTAIN REAL PROPERTY

INTERESTS FOR A PUBLIC PROJECT AND DIRECTING THE

FILING OF EMINENT DOMAIN PROCEEDINGS

WHEREAS, the City of Santa Clara (hereinafter the “City”), a chartered city and municipal corporation acting by and through its municipally owned utility, Silicon Valley Power (hereinafter “SVP”), is engaged in a continuing effort to upgrade and enhance its overhead and underground distribution and transmission systems to meet new customer demand and to maintain the reliability of SVP’s electric system. The upgrades and enhancements require a new 115-kilovolt (kV) transmission line connecting the Northern Receiving Station (NRS) and the Kifer Receiving Station (KRS) (the “Project);
WHEREAS, the Project will enable SVP to transfer additional power, balance electric loads across the City’s three receiving stations, and enhance overall system reliability; WHEREAS, the Project will involve the construction, installation, placement, operation, and maintenance of transmission and distribution electric facilities and result in either the expansion of existing easements or the acquisition of new easements; WHEREAS, it is desirable and necessary for the City to acquire the real property interests necessary for the Project located at 3205 Bassett Street, Santa Clara, CA 95054 (the “Subject Property Interests”), as more fully described and depicted in Exhibit A and Exhibit B; WHEREAS, the City is vested with the power of eminent domain to acquire real property interests by virtue of Section 19 of Article I of the California Constitution, California Government Code section 37350.5, California Public Utilities Code section 612, and California Code of Civil Procedure sections 1240.010 and 1240.220;
WHEREAS, the City conducted an appraisal of the Subject Property Interests and, pursuant to the provisions of Section 7267.2 of the California Government Code, the City has made an offer to the owner of record to acquire the Subject Property Interests for the amount which it has Resolution/Acquisition of Certain Real Property Interests Page 2 of 3 Rev: 7/27/2023
established to be just compensation;
WHEREAS, the City determined the Owner of Record based on the name and address appearing on the last equalized county assessment roll notice in connection with the Subject Property Interests;
WHEREAS, the Owner of Record has not accepted the City’s offer; WHEREAS, pursuant to the provisions of the California Code of Civil Procedure Section 1245.235, the City provided notice to the owner of record of 3205 Bassett Street, Santa Clara, CA 95054 that the City Council intends to adopt a resolution of necessity and the right of the owner of record to appear before the City Council and heard; and WHEREAS, on October 8, 2024, by Resolution No. 24-9386, the City Council certified the Mitigated Negative Declaration (MND) and Mitigation Monitoring and Reporting Program (MMRP) for the Project in accordance with California Environmental Quality Act (CEQA), and the actions proposed herein require no further environmental review is necessary pursuant to CEQA.

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

1. That the above Recitals are true and correct and by this reference made a part hereof.

2. That the Report to Council accompanying this resolution is true and correct and by this reference made a part hereof.

3. That the Recitals and the Report to Council support the City Council’s findings below:

A. The public interest and necessity require the Project.

B. The Project is planned or located in the manner that will be most compatible with the greatest public good and the least private injury.

C. The Subject Property Interests sought to be acquired are necessary for the Project.

D. All environmental review required by law has been prepared and adopted.

E. The offer required by Section 7267.2 of the California Government Code has Resolution/Acquisition of Certain Real Property Interests Page 3 of 3 Rev: 7/27/2023
been made to the Owner(s) of Record of the Subject Property Interests.

F. The necessary notice of hearing has been given, as required by Code of Civil Procedure section 1245.235.

4. That the City Attorney or his duly authorized designee is hereby authorized and directed to institute and conduct to conclusion an action in eminent domain for the acquisition o f the estates and interests aforesaid and to take such actions as he may deem advisable or necessary in connection therewith.

5. That the City may deposit with the State Treasury the probable amount of compensation and obtain an order for prejudgment possession of the Subject Property Interests.

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 ___ DAY OF _________, 20__, 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. Exhibit A – Subject Property Interests Overhead Electric Utility Easement

2. Exhibit B – Exhibit A Description
J~ S1uc N
~ VALL y
p W ER.

CITY Of SANTA CL/\~A
P~ The Center of What's Possible
June 16, 2025
Basset California, LLC
Attn: Rose Greenwich
100 Field Point Rd.

Greenwich, CT 06830
Re: NRS-KRS 115kV Transmission Line Project
Property Address: 3205 Bassett Street, Santa Clara, CA 95054 APN: 101-11-003
Dear Ms. Greenwich :

As you know, the City of Santa Clara ("City") has approved plans to construct its new 115 kilovolt (kV) overhead transmission line from the Northern Receiving Station (NRS) to Kifer Receiving Station (KRS) Project ("Project"). In order to construct the Project, the City requires an overhead electric easement from you at the property located at 3205 Bassett Street, Santa Clara, CA 95054 ("Property").

We have not come to an agreement for a voluntary sale of these easement rights; therefore, the City Council will hold a hearing and consider adopting a Resolution of Necessity. If adopted, the Resolution of Necessity functions as a declaration that public use and necessity requires the acquisition of an overhead electric easement on the Property for the Project. To that end, please find enclosed a Notice of Intention to Adopt Resolution of Necessity, stating that the hearing before the City Council is scheduled for July 8, 2025. If you wish to appear at the hearing and address the City Council, please complete the enclosed Request to be Heard and return it to the City Clerk in advance of the hearing.

Sincerely,
tef~
Nico Procos
Acting Director of Silicon Valley Power
1500 Warburton Avenue Santa Clara , CA 95050 • 408-615-6600 Fax 408-249-0217• www.siliconvalleypower com

CITY OF SANTA CLARA NOTICE OF INTENTION

TO ADOPT RESOLUTION OF NECESSITY TO ACQUIRE
REAL PROPERTY INTEREST FOR NRS-KRS 11 SKV TRANSMISSION LINE

PROJECT
YOU ARE HEREBY NOTIFIED, pursuant to Section 1245.235 of the California Code of Civil Procedure, that the City of Santa Clara intends to consider adoption of a Resolution of Necessity to Condemn Interest in Real Property for a new 115 kilovolt (kV) overhead transmission line from the Northern Receiving Station (NRS) to Kifer Receiving Station (KRS) Project (Project). The interest to be acquired is an Overhead Electric Easement as described and depicted in Exhibit A and Exhibit B.

NOTICE IS FURTHER GIVEN, that on July 8, 2025 at 7:00 p.m. or as soon thereafter as the matter can be heard, at the City Council Chambers, City Hall, 1500 Warburton Ave. Santa Clara, California, the City Council will hear all protests in relation to the adoption of the proposed Resolution of Necessity authorizing the filing of eminent domain proceedings for the acquisition of the Overhead Electric Easement as described above.

At said hearing, the City Council may establish the following:

1. The public interest and necessity require the Project.

2. The Project is planned or located in the manner that will be the most compatible with the greatest public good and the least private injury.

3. The property sought to be acquired is necessary for the Project.

4. The environmental review required by law has been prepared and adopted.

5. The offer required by Section 7267.2 of the Government Code has been made to the owner(s) of record for the full amount established as the fair market value of the property.

YOU ARE HEREBY NOTIFIED that you may appear at the hearing and be heard on Items 1, 2, 3, 4, and 5 above only. If you wish to appear and be heard on these matters, please submit a written request within fifteen days of the date of mailing of this notice. Please direct any such requests to:

City Clerk
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
The enclosed "Request to be Heard" form may be used which is attached hereto as Exhibit C. Failure to file a written request to appear and be heard within fifteen days SCLA-56598\2334874 .1
after the mailing of this Notice may result in a waiver of your right to be heard. (California Code of Civil Procedure Section 1245.235(b)(3).) Sincerely,
Nico Procos
Acting Director of Silicon Valley Power
SCIA-56598\2334874.1
DESCRIPTION:

EXHIBIT A
EXHIBIT "A"
OVERHEAD ELECTRIC EASEMENT ACROSS :

BASSET CALIFORNIA, LLC
3205 BASSETT ST.

SANTA CLARA, CALIFORNIA 95054
APN: 101-11-003
EASEMENT AREA: 6,100 SQ.FT. ±
SVP REF:

The westerly 15.00 feet of the parcel of land conveyed in that certain Grant Deed recorded March 22, 2023 as Document No. 25452253, in the Office of the Recorder of Santa Clara County (ORSCC), herein after referred to as the Grantor's Parcel, located in the City of Santa Clara, County of Santa Clara, State of California, described as follows:

COMMENCING at a monument located along the centerline of Bassett Street ; thence North 1 °06'00" East 264.07 feet along the centerline of said Bassett Street (as shown on Page 2 of this Exhibit); thence South 88°54'00" East 33.00 feet to the easterly right-of-way of said Bassett Street and the POINT OF BEGINNING; thence North 1°06'00" East 416.40 feet to the northerly line of said Grantor's Parcel; thence South 34°10'14" East 25.98 feet along said northerly line; thence South 1 °06'00" West 395.19 feet to the southerly line of said Grantor's Parcel; thence North 88°54'00" West 15.00 feet along said southerly line to the POINT OF BEGINNING.

CONTAINING: 6,100 sq. ft., more or less.

I
/ /
THIS DRAWING SHOULD BE USED ONLY AS A REPRESENTATION Of THE ~OCAT!ONOF THE EASEMENT BEING CONVEYED THE EXACT LOCATION OF ALL STRUCTURES, UNES AND APPURTENANCES IS SUBJECT TO CHANGE WITHIN TUE llOUNO IIR IES Of THE RJGHT OF WAY H RSN GRANTED SCALE:

HHTIICAl BASSET CALIFORNIA, LLC
APN: 101-11-003
COISllT AIU llt 3205 BASSETT ST.

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SCALE FEET
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EXHIBIT "A"
SVP REF:

OVERHEAD ELECTRIC EASEMENT ACROS

BASSET CALIFORNIA, LLC
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3205 BASSETT ST.

SANTA CLARA, CALIFORNIA 95054 /1
APN: 101-11-003 ~
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JECT I.D. 18

ALIFORNIA, LLC
01-11-003
LEGEND

1._ _ ____ _ _.!EASEMENTAREA
-===== ROADWAY PLATTED CENTERLINE
~ POWERLINE REFERENCE LINE
~ FOUND SURVEY MONUMENT
THIS DRAWING SHOULD BE USED ONLY AS A REPRESENTATION OF THE LOCATION OF THE EASEMENT BEING CONVEY ED THE EXACT LOCATION OF ALL STRUCTURES.

LINES AND APPURTENANCES IS SUBJECT TO CHANGE WITHIN THE BOUNDARIES OF THE RIGHT OF WAY HEREIN GRANTED ....

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SCLA-56598\2334874 .1
SCALE : 1" = 100'

BASSETT CALIFORNIA, LLC
APN: 101-11-003
3205 BASSETT ST.

SANTA CLARA, CALIFORNIA 95054
BY: GAB CHK: GHH APP: JJC
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EXHIBIT B
Exhibit A Description
[i] a 6,100 square foot permanent Easement in, on, over, along and across the real property described and depicted in Exhibit "A" ("Easement Area") for the purpose of constructing and reconstructing, installing, operating, inspecting, maintaining, repairing, removing and/or replacing overhead electrical transmission , distribution and/or communication systems, and appurtenances thereto, including a reasonable right of ingress and egress over adjoining lands of fee owner. In exercising said right of ingress and egress, easement holder shall, wherever practical, use existing roads and lanes across lands of fee owner, if such there be, and if not, by such route or routes as shall result in the least practicable inconvenience to fee owner and any occupants of fee owner's property.

Po_rtions of the Easement Area may be used by the fee owner for driveway(s), landscaping (excluding trees), and parking, as will not interfere with the easement holder's use of the Easement. Any other use of the Easement Area by fee owner shall be subject to easement holder's express written consent and only after easement holder's review of plans and specifications and determination that such use will not interfere with its use of the Easement. Easement holder may trim any trees or remove any tree or structure which are in or adjacent to the Easement Area which, in easement holder's reasonable determination, interferes with its use of the Easement. Easement holder may trim any trees or remove any tree which is in or adjacent to the Easement Area which exceeds a height of 20 feet or poses a risk of falling onto the easement holder's facilities or equipment located within the Easement.

SCLA-S6598\2334874 .1

EXHIBIT C

REQUEST TO BE HEARD
Date: _ ____ , 2025
To: Nora Pimentel, Assistant City Clerk
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Dear Ms. Pimentel :

The undersigned hereby requests the opportunity to be heard on the City of Santa Clara's Notice of Intention to Adopt Resolution of Necessity to Condemn Real Property, set for the agenda of July 8, 2025.

SCLA-56598\2334874 .1
Sincerely,
Signed:

Print Name:

Address :

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-457 Agenda Date: 7/8/2025

REPORT TO COUNCIL

SUBJECT
Public Hearing: Consideration of Various Actions to Amend the City Place Santa Clara Project (PLN24-00060) Located at 5155 Stars and Stripes Drive to Provide for a New Scheme C Land Use Scenario to add Light Industrial as a Permitted Land Use on Parcels 1 and 2, Replacing the Originally Planned Office Uses and Transferring Unused Development Intensity to Parcel 4 and to Implement Other Project Changes

COUNCIL PILLAR
Promote and Enhance Economic, Housing and Transportation Development

EXECUTIVE SUMMARY
The Related Santa Clara project (“the Approve Project”), a public-private partnership located on 240 acres of City-owned land across from Levi’s Stadium, is envisioned as a major regional destination for a new mixed-use residential, retail, office, hotel and industrial development near transit. On January 31, 2024, Related Santa Clara, LLC (“applicant”) submitted an application (PLN24-00060) for a re-zone to amend the 2016 Master Community Plan (MCP) by introducing a new “Scheme C” land use scenario. The application also includes a General Plan amendment a Development Agreement (DA) amendment, and a Disposition and Development Agreement amendment, the environmental effects of which were analyzed in an addendum to the project’s previously certified EIR. The applicant proposes to add Light Industrial as a permitted land use on Parcels 1 and 2, replacing the originally planned office uses, and transferring unused development intensity to Parcel

4. These changes are a response to significant post-pandemic shifts in real estate markets particularly declining demand for office space, rising construction costs, and broader economic challenges. Parcels 4 and 5, comprising the project’s “City Center,” would retain their dense, mixed- use focus with retail, office, hotel, and residential uses, while Parcel 3 remains designated for a public park.

The proposed changes maintain the project’s original 9.16 million gross square feet and overall vision while aligning land uses with current market demand. Scheme C is intended to accelerate development on City land by allowing for industrial land uses that could include advanced manufacturing and data center uses on Parcels 1 and 2, helping to finance subsequent phases and enhancing the long-term viability of the project. At the May 6, 2025, City Council Study Session, the applicant reiterated its commitment to the project’s vision, including the creation of a walkable, transit -oriented urban district and an increase in affordable housing in Phases 2 and 3 of the project from 10% to 15% at deeper levels of affordability than originally approved.

The City Council is being asked to consider proposed amendments to the Related Santa Clara project to introduce the potential to develop light industrial uses on Parcels 1 and 2 and reallocate unused development intensity to Parcel 4. The Council is being asked to approve related City of Santa Clara Printed on 7/3/2025Page 1 of 11
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amendments to the General Plan, Zoning Code, Master Community Plan, Development Agreement and Disposition and Development Agreement. Staff recommends that the City Council adopt the resolutions approving the General Plan, Zoning and Disposition and Development Agreement amendments and introduce an ordinance approving the Development Agreement amendment, which will help align the project with current market conditions and support continued progress toward full build-out of the site.

BACKGROUND
The Related Santa Clara project (previously known as “City Place” and referred to herein as the “Project”) is a 240-acre public-private partnership between the City of Santa Clara and Related Santa Clara, LLC, located directly across from Levi’s Stadium at 5155 Stars and Stripes Drive in Santa Clara. Approved by the City Council in 2016, the project was envisioned as a vibrant, regional mixed- use district anchored by office, residential, hotel, retail, and entertainment uses. At full build-out, the project would comprise up to 9.16 million square feet of development across five major parcels and seven construction phases. The project site is designated Urban Center/Entertainment District in the General Plan and zoned Planned Development - Master Community (PD-MC).

The 2016 approvals included:
· Certification of the City Place Santa Clara Environmental Impact Report (EIR); · Adoption of a Master Community Plan (MCP);
· Rezoning of the site to PD-MC; and
· Approval of a Development Agreement (DA) and Disposition and Development Agreement (DDA).

The environmental review for the Related Santa Clara project has been conducted in compliance with the California Environmental Quality Act (CEQA). In 2016, the City Council certified the original Environmental Impact Report (EIR) for the full 240-acre mixed-use development and adopted a set of CEQA findings, a Statement of Overriding Considerations, and a Mitigation Monitoring and Reporting Program (“MMRP”). Since then, three CEQA addenda have been adopted: the first in March 2020 for the approval of Development Area Plan 1 (DAP 1) on Parcel 5; the second in July 2020 for Development Area Plan 2 (DAP 2) on Parcel 4; and the third for the City Place Revised Soil Important and Earthwork Plans Project in 2020. For the current proposed Scheme C amendment, a fourth CEQA Addendum has been prepared.

The MCP includes two initial conceptual land use schemes-Scheme A and Scheme B-both of which allowed for office development on Parcels 1 and 2, as well as mixed-use residential, retail, and hospitality uses on Parcels 4 and 5. Parcel 3 was reserved for a future City Park. The MCP anticipates that the project will be implemented in multiple phases over several years. Development Area Plans (DAPs) provide the detailed planning and entitlements for each phase, translating the MCP into buildable, permit-ready projects for specific parcels. Since approval, two DAPs have been adopted: DAP 1 for Parcel 5 (Phase 1) and DAP 2 for a portion of Parcel 4 (Phase 2). Architectural materials reviews and a subdivision map have also been approved.

Project Location
The project site is comprised of mostly vacant City-owned parcels, which totals approximately 240 acres, located at 5155 Stars and Stripes Drive in Santa Clara. It has a General Plan land use City of Santa Clara Printed on 7/3/2025Page 2 of 11
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designation of Urban Center/Entertainment District and is zoned Planned Development - Master Community (PD-MC). These actions were approved in 2016, along with the Environmental Impact Report (EIR), Mitigation Monitoring and Reporting Program (MMRP), and MCP for the full 240-acre site and a DDA and DA between the City and Related Santa Clara, LLC.

The project site comprises multiple legal parcels, which are generally referred to and described as five development parcels. For reference, see Attachment 14, Vicinity Map. Four of the development parcels are part of the former landfill that closed in 1994. Only Parcel 5 (8 acres on Tasman Drive across from Levi’s Stadium) is not underlain by landfill.

Lafayette Street divides the project site with Parcels 1 and 2 to the east and Parcels 3, 4, and 5 to the west. The Union Pacific Railroad (UPRR) borders Parcels 3 and 4 on the west side of Lafayette Street. Stars and Stripes Boulevard runs parallel to Tasman Drive within the site on the west side of Lafayette Street. Centennial Boulevard provides access to the site from Tasman Drive through Parcel 5 and intersects Stars and Stripes Drive, bisecting Parcels 4 and 5.

MCP Conformity
Future development on the site is required to conform to the MCP. Specifically, the MCP sets forth the development standards, design guidelines, project implementation procedures, development transfer provisions among parcels, permitted and conditional uses allowed within the proposed land use areas, and City approval standards for Development Area Plan (DAP) applications. It anticipates up to seven potential phases of development, each of which would be governed by a DAP. Two DAPs (DAP 1- File No. PLN2019-14186 and DAP 2- File No. PLN2019-14249) have been approved by the City Council. DAP 1 covers Parcel 5 and represents Phase 1 of the project; the applicant and the City have entered into a ground lease for Phase 1. DAP 2 covers a large portion of Parcel 4 and represents Phase 2 of the project.

City Council Study Session
On May 6, 2025, the City Council held a study session to review the progress and future direction of the Related Santa Clara project, with a focus on proposed amendments under Scheme C. City staff and consultants presented the project’s history, existing entitlements, development milestones, and challenges-including litigation, pandemic delays, and complex permitting for the former landfill site.

The proposed Scheme C maintains the mixed-use vision in the “City Center” on Parcels 4 and 5 while introducing the option to develop light industrial uses, including data centers, in place of office uses on Parcels 1 and 2 and increasing density within the City Center area. Economic conditions impacting office, retail, and hotel markets were discussed, along with the strong demand for data centers. Fiscal analysis indicated that Scheme C would generate approximately $28.1 million annually in net General Fund revenue, comparable to previous plans. Council feedback was invited ahead of the Planning Commission hearing in June and the actions currently before the City Council.

June 2025 Planning Commission Meeting and Commission Recommendation Following the May Study Session, a publicly noticed meeting on June 11, 2025, with the Planning Commission was held to review the proposed project. The Planning Commission recommended that the City Council approve the Addendum, the General Plan Amendment, the Zoning Amendment, and the Development Agreement Amendment. The General Plan Amendment recommendation was approved by a vote of 5-2, with the remaining recommendations being approved unanimously. The Disposition and Development Agreement involves the project’s real estate and business terms, as opposed to land use issues, and therefore it is outside of the Planning Commission’s purview and City of Santa Clara Printed on 7/3/2025Page 3 of 11
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was not presented to the Commission for a recommendation.

With the exception of the Zoning Amendment, the Planning Commission recommended that the Council approve the project as recommended by staff. With respect to the Zoning Amendment, the Planning Commission recommended changes with respect to the treatment of data centers. The draft Scheme C Supplement to the MCP defines three categories of data centers: Small Power Plant Exemption (SPPE) data centers, Non-SPPE data centers, and ancillary data centers. The Planning Commission recommended making all data centers conditional uses, subject to a conditional use permit that would be reviewed by the Planning Commission. Notwithstanding the Planning Commission’s recommendations, staff continues to recommend that the City Council approve the Scheme C Supplement to the MCP as originally drafted. This would allow SPPE data centers as a use by right, with Non-SPPE data centers and ancillary data centers allowed subject to the Community Development Director’s approval of a minor use permit.

DISCUSSION
On January 31, 2024, Related Santa Clara, LLC submitted an application (PLN24-00060) proposing an amendment to the 2016 MCP to introduce a new land use scenario, Scheme C. This proposal responds to changing market conditions and economic realities, including high office vacancies, reduced demand for new retail, rising interest rates and construction costs, and increased interest in advanced manufacturing and data centers.

Key Components of Scheme C include the following:

1. Introduction of Light Industrial Uses on Parcels 1 and 2 o Replaces previously approved office uses with up to 1.6 million square feet of light industrial development, including data centers, logistics, warehousing, and advanced manufacturing.
o SPPE (Small Power Plant Exemption) data centers permitted by right; Non-SPPE and ancillary data centers subject to Minor Use Permit.
o Incidental office, retail, and service uses are allowed to support industrial functions.

2. Transfer of Development Intensity
o Unused development square footage from Parcels 1 and 2 would be transferred to Parcel 4 (City Center) to accommodate additional office or retail development. o Total project build-out remains capped at 9.16 million square feet, consistent with the original MCP.

3. Preservation of City Center Vision
o Parcels 4 and 5 continue to serve as the heart of the project, featuring high-density residential, office, retail, and hotel uses in a pedestrian-oriented urban environment. o Mixed-use development in the City Center will remain the focal point for community activity and regional attraction.

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4. Circulation and Site Access Modifications
o Due to the decreased traffic associated with Scheme C as compared with Schemes A or B, the previously proposed Lick Mill Boulevard extension is no longer needed to reduce traffic impacts on the adjacent Tasman East residential area; this connection is therefore modified under Scheme C to accommodate the reduction in bicycle and pedestrian connections, but not other
o Analyze the potential to introduce a new connector bridge over Lafayette Street to link industrial parcels (1 and 2) to the City Center while maintaining pedestrian/bike access through the site.

5. Building Height Revisions
o Removes the 219-foot maximum height limit for Parcel 4 (City Center) to allow for buildings up to 10-12 stories, consistent with updated ALUC policies. ALUC review was not required for this change, as the project is outside of the zone for review. No further review is required by the ALUC.
o Parcels 1 and 2 would maintain a lower scale appropriate for industrial uses.

6. Design Guidelines for Industrial Uses
o Scheme C introduces Chapter 5C.4 to the MCP, outlining buffer zones, landscape screening, and design standards to minimize impacts of industrial uses on nearby residential neighborhoods.

The General Plan’s Urban Center/Entertainment District designation supports a mix of regional and local uses including retail, hotel, employment, and urban housing. However, industrial uses are not currently permitted under this designation. A General Plan Amendment is required to allow light industrial as a permitted use under the MCP.

Scheme C is broadly consistent with General Plan goals and policies, particularly:
· Encouraging development at minimum intensities. The project retains its full 9.16 million square foot capacity.
· Supporting commercial development that respects surrounding neighborhoods. Buffering and truck route design address land use compatibility.
· Providing industrial employment opportunities while ensuring separation from residential areas and regulating hazardous materials.
· Promoting safety in hazardous material transport and storage.

The proposed amendments are also consistent with the purpose of the PD-MC zoning district, which allows for large-scale, phased, mixed-use developments. Zoning amendments are required to add light industrial land uses as allowed within the PD-MC zone and to add Scheme C as a permitted option within the MCP.

At the June 11, 2025, Planning Commission meeting, staff presented the applicant’s proposal to City of Santa Clara Printed on 7/3/2025Page 5 of 11
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amend the 2016 MCP. Attachment 1 includes the Planning Commission Staff report with detailed analysis of the project. Project plans are included as Attachments 12 and 13. The Planning Commission discussion focused on the permitted uses on the northeast Parcels 1 and 2. The Commission deliberated on the possibility of adding additional uses such as, “Office Campus”, “Education Campus” and “Medical Campus” to the list of permitted uses for the Light Industrial Parcels 1 and 2. Staff explained that since these uses were not analyzed in the environmental document, it would require a new environmental analysis in accordance with CEQA. It was explained that in the future, if these are desired uses, the applicant could come back with an amendment and analyze additional uses. The Commission also asked if housing could occur on the northeast parcels.

In response, it was explained that the State Water Board capped the residential development for the project at 1,680 residential units, which has all been allocated to Parcels 4 and 5.

The Commission also discussed the possibility of data centers being allowed in the future as the MCP allows standalone SPPE data centers (50 Megawatts- 99 Megawatts) as permitted uses approved administratively at staff level. The Commission deliberated on recommending allowing data centers on only one of the Parcels or requiring them to come before the Planning Commission for approval.

The Commission inquired about the phasing of the project and the applicants reasoning for developing the northeast parcels ahead of the City Center on parcels 4 and 5. In response, the applicant team shared that currently the market does not support new office uses, but there is a demand for light industrial, warehouse type development, and that this change would allow them to move forward with the project in Parcels 1 and 2. Also, that in parallel, they would continue to work on the permits for City Center Parcel 5.

There was one public speaker present at the meeting. They shared that they were the previous owners of David’s Restaurant, which was previously in operation at the project site and had to cease operation when the City applied eminent domain to allow the development of the site. They asked if the road would still go from there as planned or if that has changed. Staff confirmed that none of the proposed changes would alter the roadway. Staff also shared the email comments submitted on the project.

After their deliberation, the Planning Commission made a recommendation that City Council adopt the Addendum to the City Place Santa Clara EIR (2016 EIR) with a vote of 7-0. The Planning Commission made a recommendation that the City Council approve the General Plan Amendment to revise the permitted uses under the Urban Center/Entertainment District land use classification to include the proposed
Light Industrial uses on Parcels 1 and 2 with a vote of 5-2. Further, the Planning Commission recommended approval of the Rezone with a vote of 7-0 to amend the approved Planned Development Master Community (PD-MC) to add a new Scheme C with a modification to Chapter 3C.2 of MCP, page 21 of the MCP Scheme C to delete the SPPE data centers from the list under “Light Industrial Parcels- Parcels 1 and 2 Light Industrial Campus Development Permitted Uses” and to revise paragraph four under conditional uses so it applies to all data centers, and the Use Permit process be a Conditional Use Permit process determined by the Planning Commission rather than the Minor Use Permit process. The Planning Commission made a recommendation to the City Council to approve the Development Agreement as proposed with a vote of 7-0.

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Land Transaction
Development Agreement - The 2016 Development Agreement (DA) has a 30-year term to allow for phased development of the project and vests the maximum density and intensity of uses; the maximum building heights and gross floor area of land uses; and the permitted uses. It also specifies that the developer must build a minimum of 200 housing units; that 10% of residential units must be affordable to households with income that does not exceed one hundred twenty percent (120%) of the Area Median Income for Santa Clara County, as adjusted and amended from time to time; the development fees that will be paid (including a voluntary regional fee and a voluntary contribution to the Santa Clara Valley Transit Authority (VTA)); the provisions concerning escalation of existing fees or imposition of new fees; and that all mitigation measures to minimize material adverse environmental impacts of the project must be implemented.

Proposed Development Agreement Amendment
- The proposed amendments to the DA, Attachment
8, require that the original affordability contribution be replaced by more stringent requirements.

Specifically, other than with respect to the initial 200 residential units in Phase 1, 15% of the units must be affordable to households with income that does not exceed one hundred percent (100%) of the Area Median Income for Santa Clara County, as adjusted and amended from time to time. Thus, there would be more affordable units built and at deeper levels of affordability. In addition, the proposed DA amendments require that the industrial uses within Scheme C would pay development impact fees and administrative fees at the levels as and when otherwise due, with no caps. Finally, the amended DA would add a regional traffic fee for industrial uses (similar to office uses) at $1 per square foot.

Disposition and Development Agreement
- The 2016 Disposition and Development Agreement (DDA)
is the governing document for the phased implementation of the 240-acre mixed-use Related Santa Clara project. It includes detailed terms on project phasing, rent payments, and obligations for public improvements and services. The Schedule of Performance outlines the timing for DAP submittals, approvals, and take-downs, with force majeure and excusable delay provisions for extraordinary events (e.g., pandemics or regulatory delays). The ground rent begins at specified base rates for each phase (e.g., $750,000 for Phase 1, increasing for later phases), escalating annually by 3%.

Additional 10% increases are scheduled in certain years (e.g., Years 25, 35, etc.), and Fair Market Rent Adjustments occur in Years 20, 45, and 70, with defined caps and floors to ensure rent remains aligned with market conditions while recognizing extraordinary site costs.

The DDA also establishes obligations for infrastructure funding, public service contributions (e.g., for parks, fire, police), and affordable housing (initially set at 10% of residential units for moderate- income or below). Rent was calculated based on an “as-is” land value adjusted for the extraordinary costs of building over a former landfill, with the base ground rent reflecting a land valuation of $115 million in 2016-substantially exceeding comparable market transactions at that time. Over the 99- year term, the rent structure is projected to generate $6.4 to $9+ billion, supporting long-term fiscal benefits for the City.

Proposed Disposition and Development Agreement Amendment Basic terms of the DDA Amendment, Attachment 9, include:

Phasing: The Developer may ground lease any of the three phases within Parcels 1 and 2 for City of Santa Clara Printed on 7/3/2025Page 7 of 11
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industrial development ahead of ground leasing Phase 2 within Parcel 4. (Phase 2 is currently subject to Materially Adverse Economic Conditions due to high office vacancy rates in the region so the deadline for the Developer to take down Phase 2 has been extended.)
Performance Schedule: A new Scheme C Schedule of Performance obligates the Developer to secure City Council approval of a Development Area Plan for and ground lease the first Scheme C phase within 3 years from now, starting construction within 1 year thereafter.

Approvals for and ground lease of the other two Scheme C phases must occur in 3-year intervals after the first industrial phase (unless Phase 2 is ground leased, in which case the original Schedule of Performance will thereafter apply).

If the Developer fails to timely ground lease a Scheme C phase, one of the Scheme C phases would no longer be subject to the DDA and the City may offer it to another developer or make other use of it.

Rent: Any land within Parcels 1 and 2 that is developed as a data center will be subject to twice the rent that would otherwise be charged.

Pedestrian Connection: The Developer must conduct a pedestrian and bicycle bridge study to analyze the viability of and prepare schematic drawings for two bridge options to span Lafayette Blvd. to connect Parcel 4 and Parcel 2, including a path to link Tasman East and the City Center. The Developer will reserve the land for bridge landings and paths, but the City will be responsible for all further efforts to secure approval of, fund and build such a ped/bike bridge.

Landfill Costs: Due to language ambiguity, revise the formula whereby the Developer funds a portion of the City’s annual landfill costs to clarify that the costs eligible for reimbursement are split 50-50 between the City and Developer if they occur on any land not yet subject to development activities (i.e., Parcels 1 and 2). The Developer will pay 75% of the eligible reimbursement costs (based on the new formula) incurred by the City prior to Fiscal Year 2024- 2025 in recognition of the prior ambiguities and administrative billing challenges.

ECONOMIC/FISCAL IMPACT
The development of the project under Scheme C will continue to provide substantial land lease revenues to the City’s General Fund. Sales and property tax revenues will accrue to the City, as well as to nearby agencies that benefit from the increases in the distribution of property tax that will grow as the project develops and is occupied. The economic analysis, Attachment 16, provided by the City's economic consultant; Keyser Marston projected as follows:
• Scheme C generates a projected $20.6 million annual net positive fiscal impact to the City General Fund upon buildout, or $28.1 million annually with inclusion of ground rent.

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• The projected City General Fund fiscal impact with buildout of Scheme C, including a data center use, is a net positive $22.2 million annually, or $30.3 million with inclusion of ground rent. This is an increase of approximately $2 million annually compared with Scheme C without a data center. Higher assessed values, lower City service demands, and increased ground rent associated with data center uses contribute to an increase in the projected net positive City General Fund fiscal impact.

Comparison with Scheme A
· Scheme A with minimum retail, generates a projected $20.5 million annual net positive fiscal impact to the City General Fund.
· Scheme A with Full Retail with build-out of the full 1.5 million square feet of included retail uses generates a projected $25 million annual net positive fiscal impact to the City General Fund. This is the largest net positive fiscal impact of the four scenarios, attributable to the sales tax revenues generated by approximately 700,000 square feet in additional retail space.

The project will create a variety of jobs for residents in the City and region, the changes under Scheme C could accelerate early activation and lay the foundation for full realization of the project.

Finally, the public benefits under Scheme C, include a commitment that at least 15% of all residential units on the sites will be affordable at a maximum average of 100% AMI. In addition to the ongoing revenues, one-time sales tax revenues will be generated for the City from construction purchases.

Through the purchase of building materials within the City, total buildout construction is also expected to generate onetime sales tax revenues to the General Fund.

The proposed Scheme C amendment retains the core vision of the Related Santa Clara project as a vibrant, regional mixed-use district centered around a high-density City Center while incorporating land uses that address current economic realities and enable development momentum. The modifications under Scheme C are supported by environmental analysis, consistent with applicable policy frameworks, and designed to uphold the City’s public-private development objectives.

ENVIRONMENTAL REVIEW
An Addendum to the City Place 2016 EIR was prepared for the project by the environmental consultant firm ESA, in accordance with CEQA, and was posted on the City’s website (weblink provided in Attachment 2). The Addendum concluded that any potential environmental impacts associated with development of the project site under the proposed Scheme C were adequately analyzed and covered by the analysis in the 2016 EIR. The proposed project would not trigger substantial changes to the previously approved EIR and implementation of Scheme C would cause no new significant environmental effects and no substantial increase in the severity of previously identified significant effects than were disclosed in the 2016 EIR. Therefore, no further review or analysis under CEQA is required.

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 City of Santa Clara Printed on 7/3/2025Page 9 of 11
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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.

On June 18, 2025, a hearing notice for the City Council hearing on July 8, 2025, was published in the Santa Clara Weekly and on June 18, 2025, a notice of public hearings for this item was mailed to property owners within 1,000 feet of the project side boundaries and interested parties. Staff have received five public comments on the project, and they are available as Attachment 10.

Community Meetings
A community open house was hosted by the applicant on September 10, 2024, to provide information about the Scheme C land use alternative describing the different mix of land uses proposed for the northeastern part of the site. It was attended by approximately 40 members of the community. The presentation boards and a summary of the Community Meeting are posted on the project page. See Attachment 2 for the weblink.

ALTERNATIVES

1. Adopt the alternative reflecting the Planning Commission recommendation with a modification to Chapter 3C.2 of MCP, page 21 of the Master Community Plan Scheme C to delete the Small Power Plant Exemption (SPPE) data centers from the list of permitted uses under Light Industrial Parcels - Parcels 1 and 2 Light Industrial Campus Development and to revise paragraph four under conditional uses so it applies to all data centers and the Use Permit process to be a Conditional Use Permit process that goes to the Planning Commission rather than the Minor Use Permit process, which is administrative.

2. Deny the project.

RECOMMENDATION

1. Adopt a resolution for an Addendum to the City Place Santa Clara Environmental Impact Report (2016 EIR)

2. Adopt a resolution approving the General Plan Amendment to revise the permitted uses under the Urban Center/Entertainment District land use classification to include the proposed light industrial uses on Parcels 1 and 2 for the Related Santa Clara project at 5155 Stars and Stripes Drive (‘Project”).

3. Adopt a resolution approving a Rezone to Amend the approved Planned Development Master Community (PD-MC) to add a new Scheme C for the Project.

4. Waive first reading and introduce an ordinance to approve amending the Development Agreement to implement aspects of Scheme C for Project.

5. Adopt a resolution amending the Disposition and Development Agreement for Project.

Note: All resolutions, ordinances and agreements are attached for approval in substantial form, subject to such minor corrections or non-substantive modifications as may be required or approved by the City Attorney.

Reviewed by: Afshan Hamid, Director, Community Development Department Approved by: Jovan Grogan, City Manager

ATTACHMENTS

1. Planning Commission Staff Report of June 11, 2025
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2. Web Links- Project Website and Addendum to 2016 EIR and MMRP

3. Resolution adopting the Addendum to the City Place Santa Clara EIR

4. Resolution Approving the General Plan Amendment

5. Resolution Approving the Rezoning to amend the PD-MC

6. Ordinance Approving the Amendment to the Development Agreement for Scheme C

7. Resolution Approving the Amendment to the Disposition and Development Agreement

8. Development Agreement Amendment

9. Second Amendment to Disposition and Development Agreement Amendment Redline Version

10. Public Comments Received

11. Scheme C MCP Conditions of Approval

12. Master Community Plan (MCP) Scheme C Site Plan

13. Web Link- MCP Scheme C Supplement

14. Vicinity Map

15. Project Data Table

16.Keyser Marston Associates Peer Review of Fiscal Impact Analysis City of Santa Clara Printed on 7/3/2025Page 11 of 11
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-402 Agenda Date: 6/11/2025

REPORT TO PLANNING COMMISSION

SUBJECT
PUBLIC HEARING: Action on an Addendum to the City Place Santa Clara Environmental Impact Report and Mitigation Monitoring and Reporting Program, General Plan Amendment, Zoning Code Amendments to revise the permitted uses within the Planned Development Master Community (PD- MC) land use designation and to amend the Master Community Plan (MCP) for the Related Santa Clara Project (PLN24-00060) Located at 5155 Stars and Stripes Drive to Introduce a new Scheme C Land Use Scenario, and Amendment of the Development Agreement between the City of Santa Clara and Related Santa Clara, LLC for the Related Santa Clara Project.

REPORT IN BRIEF
Applicant /Owner: Related Santa Clara, LLC/ City of Santa Clara General Plan: Urban Center/Entertainment District
Zoning: Planned Development - Master Community (PD-MC) Site Area: 240 acres
Existing Conditions: The site is currently vacant.

Surrounding Land Uses:
· North: SR 237 and City of San Jose
· South: Tasman Drive, Levi’s Stadium and Tasman East residential development · East: Guadalupe River, City of San Jose
· West: Great America Parkway, Office and Commercial uses Executive Summary:

Related Santa Clara, LLC, the applicant, is proposing to modify a portion of the already approved 2016 City Council Planned Development - Master Community (PD-MC) for the Related Santa Clara project, a 240-acre mixed-use development project located directly across from Levi’s Stadium. The project is a public-private partnership intended to develop as several land uses including a vibrant urban district, a mix of office, retail, residential, hotel, entertainment uses, office campus, along with substantial public open space on City-owned property that includes the site of a former landfill. The mix of land uses were approved through the PD-MC on five parcels built over seven phases and through multiple years. The heart of the project is a new mixed-use city neighborhood with a pedestrian oriented and walkable development known as “City Center” with dense residential, retail, hotel and office on Phases 4 and 5. The City Center on Parcels 4 and 5 would serve as a regional destination along with the Levi’s Stadium and Convention Center. Parcel 3 is reserved for development by the City of a public park. Parcels 1 and 2 are primarily campus style office uses and with some variation could also include supportive retail.

It is important to share with the Planning Commission the broader economic climate has shifted City of Santa Clara Printed on 6/6/2025Page 1 of 11
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dramatically since the pandemic and is now causing a change in markets across the Bay Area and Santa Clara as discussed at the Special City Council Study Session on ’February 13, 2025 Urban Land Institute (ULI) meeting on State of Santa Claras Real Estate & Development Market <../../../../Users/ahamid/Downloads/Agenda Packet (36).pdf> and the May 6, 2025 Special City Council Study Session on the Related Santa Clara project. The applicant now desires a land use that is more economically sustainable to respond to the changed market. Due to post pandemic shifts in the retail and office market, construction costs have risen dramatically between 5-15%, office vacancy is at 15% and retail vacancy is at 10% or more. Additional force majeure project challenges were shared at the May 6 City Council meeting. Due to the market changes, force majeure and rising interest rates, Related Santa Clara, LLC, is now proposing an amendment called Scheme C with light industrial uses which include warehouse and distribution facilities on Parcels 1 and 2 only where previously there was office campus.

The proposed modification under Scheme C maintains City Center at Parcels 4 and 5 and the public park on Parcel 3. Where there was primarily office on Parcels 1 and 2, those would now be replaced with industrial uses. On the balance, the total project build-out of 9.16 million gross square feet would remain the same as the original 2016 project. In other words, Parcels 4 and 5 would continue to have additional variety of land use types and with the addition of offices would create a more vibrant and economically sustainable City Center. City Center would have land uses that are supportive of an urban vibrant district with retail, amenities, office and residential to create a 24/7 walkable pedestrian oriented neighborhood near transit. Typical of zoning districts, the light industrial uses would be developed in a separate zoned area to allow those uses to perform and function based on the operations. City Center would develop as a regional destination with pedestrian-oriented commercial retail and services, urban residential, hotel and offices. At the May 6 meeting, Related Santa Clara, LLC reaffirmed its strong commitment to the vision of the overall project, highlighting several benefits of the revised Scheme C proposal. The new approach prioritizes development of Parcels 1 and 2 to help finance future phases and meet demand for advanced manufacturing and co-located office space. The updated plan also supports a vibrant mixed-use City Center, increases affordable housing from 10% to 15% at deeper affordability levels, and intensifies Parcel 4 with a broader mix of uses.

Related remains the master developer, and cohesive design standards will guide development of the initial parcels.

Staff Recommendation:

The Planning Commission adopt resolutions recommending the City Council adopt the Addendum to the City Place Santa Clara Environmental Impact Report and Mitigation Monitoring and Reporting Program, General Plan Amendment, Zoning Code Amendments to revise the permitted uses within the Planned Development Master Community (PD-MC) land use designation and to amend the Master Community Plan (MCP) for the Related Santa Clara Project (PLN24-00060) Located at 5155 Stars and Stripes Drive to Introduce a new Scheme C Land Use Scenario, and Amendment of the Development Agreement between the City of Santa Clara and Related Santa Clara, LLC for the Related Santa Clara Project.

BACKGROUND
In 2016, the City Council approved the Related Santa Clara project, which is a 240-acre mixed-use development project located directly across from Levi’s Stadium. The project is a public-private partnership intended to develop as several land uses including a vibrant urban district, including a mix of office, retail, residential, hotel, and entertainment uses, an office campus, along with substantial public open space, on City-owned property that includes the site of a former landfill. At buildout, the project would include approximately 9.16 million square feet of development, creating a City of Santa Clara Printed on 6/6/2025Page 2 of 11
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new regional hub for innovation, business activity, entertainment, and community engagement.

The 2016 approvals (discussed in more detail below) included actions to comply with CEQA, General Plan and zoning amendments to designate the project site for mixed-use development, and adoption of a Master Community Plan (MCP) to govern future development, a Development Agreement vesting the applicant’s ability to proceed with the project over time, and a Disposition and Development Agreement governing the terms of leasing the City’s property to the applicant for development.

The project site is located on mostly vacant City-owned parcels, which in total encompass approximately 240 acres. It has a General Plan land use designation of Urban Center/Entertainment District and is zoned Planned Development - Master Community (PD-MC). These actions were approved in 2016, along with the MCP for the full 240-acre site and a Development Agreement between the City and Related Santa Clara, LLC.

On January 31, 2024, Related Santa Clara, LLC, filed an application (File No. PLN24-00060) requesting to amend the 2016 MCP to add a new Scheme C land use scenario that would introduce Light Industrial as a new land use on MCP Parcels 1 and 2, and transfer unused development intensity to Parcel 4. This land use scenario would give the applicant an alternative to the two land use scenarios adopted in the 2016 MCP (Scheme A and Scheme B), which had focused on office uses for Parcels 1 and 2, in an effort to respond to changing market demand and accelerate the timeline for commencing development on the City’s property.

The project site comprises multiple legal parcels, which are generally referred to and described as five development parcels. For reference, see Attachment #11, Vicinity Map. Four of the development parcels are part of the former landfill that closed in 1994. Only Parcel 5 (8 acres on Tasman Drive across from Levi’s Stadium) is not underlain by landfill.

Lafayette Street divides the project site with Parcels 1 and 2 to the east and Parcels 3, 4 and 5 to the west. The Union Pacific Railroad (UPRR) borders Parcels 3 and 4 on the west side of Lafayette Street. Stars and Stripes Boulevard runs parallel to Tasman Drive within the site on the west side of Lafayette Street. Centennial Boulevard provides access to the site from Tasman Drive through Parcel 5 and intersects Stars and Stripes Drive, bisecting Parcels 4 and 5.

The former City-owned golf course on the property (Parcels 2, 3, and 4), operated by the City’s Sports & Open Space Authority under a management agreement with the American Golf Corporation, ceased operation in 2019. A bridge for pedestrians and golf carts spans Lafayette Street, connecting the eastern and western areas of the former golf course. Fire Station 10 within the project site was closed in March 2020 and improvements were made to existing Fire Station 8; a permanent new Fire Station 10 will be built as part of the project, likely along Great America Parkway just west of the project site. The BMX track and Ameresco Methane plant are still in operation. The northern portion of the site includes an existing 12.8-acre retention basin.

Approved Project and Previous Actions
On June 28, 2016, the City Council certified the Environmental Impact Report (EIR), approved General Plan Amendments, and approved the Planned Development - Master Community (PD-MC) Zoning and accompanying MCP for the Related Santa Clara project (previously known as “City Place”). The approved MCP involves demolition of the existing buildings and on-site features and City of Santa Clara Printed on 6/6/2025Page 3 of 11
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establishment of a new mixed-use neighborhood with a defined center to serve as a focal point for a pedestrian-oriented environment. It includes a phased development of up to 9.16 million gross square feet of office buildings, retail and entertainment facilities, up to 1,680 residential units, hotel rooms, surface and structured parking facilities, new open space and roads, landscaping and tree replacement, and new/upgraded/expanded infrastructure and utilities. In accordance with the MCP, each phase of the project is implemented through a Development Area Plan (DAP), which provides a more detailed land use entitlement than the MCP. After a DAP is approved, then the project progresses to the Architectural Review stage, administered by the Director of Community Development.

The MCP includes two conceptual land use schemes, Scheme A and Scheme B, to be implemented in seven phases to construct up to 9.16 million gross square feet of development. Under Scheme A, the uses for Parcels 1 and 2 are primarily office uses, and Parcels 4 and 5 are devoted to mixed-use development consisting of multi-family residential uses (up to 1,680 units). Scheme B also includes offices as primary uses for Parcels 1 and 2, and supports retail uses alongside office uses at Parcel

2. Scheme B does not include residential uses within Parcel 4 and instead includes office development equal in area to the residential development in Scheme A, along with the same amount of space for the hotel, retail, entertainment venues, and open space areas. Development on Parcel 5 includes the same amount of residential, hotel, retail, and office uses under both schemes. Also, in each scheme, most of Parcel 3 is reserved for development by the City of a public park; the southern part of Parcel 3 would be developed by the applicant as a park to serve the project.

The data comparison of the approved Scheme A and Scheme B with the proposed Scheme C is shown in Attachment #12 of this report. Both approved schemes include similar street patterns and potential locations for the new Fire Station. The MCP established a maximum building height limit across the Project site of 219 feet above mean sea level (msl), which was determined to be consistent with the Airport Land Use Commission regulations.

Future development on the site is required to conform to the MCP. Specifically, the MCP sets forth the development standards, design guidelines, project implementation procedures, development transfer provisions among parcels, permitted and conditional uses allowed within the proposed land use areas, and City approval standards for DAP applications. It anticipates up to seven potential phases of development, each of which would be governed by a DAP.

DAP and Architectural Approvals
Two DAPs (DAP 1- File No. PLN2019-14186 and DAP 2- File No. PLN2019-14249) have been approved by the City Council. DAP 1 covers Parcel 5 and represents Phase 1 of the project; the applicant and the City have entered into a ground lease for Phase 1. DAP 2 covers a large portion of Parcel 4 and represents Phase 2 of the project. The applicant and the City have not yet entered into a ground lease for Phase 2. Both DAP 1 and DAP 2 were followed by Architectural Materials Review administrative approvals to address the detailed designs of the buildings and elements of Phases 1 and 2. The City Council also approved a Vesting Tentative Subdivision Map (File No. PLN21-15283) to subdivide the area and the general surroundings, in alignment with the MCP. Summarized below are approved permits and entitlements for the project:
· June 28, 2016: EIR Certified and General Plan Amendment, Rezoning and accompanying MCP approved
· March 24, 2020: Adopted first EIR Addendum and DAP 1 approved.

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· July 13, 2020: Adopted second EIR Addendum and DAP 2 approved · February 9, 2021: A Comprehensive Sign Program for Parcels 4 and 5 approved · February 26, 2022: Architectural Materials Review for DAP 1 approved administratively · May 25, 2022: Architectural Materials Review for DAP 2 approved administratively · November 15, 2022: A Vesting Tentative Subdivision Map for DAP 1 approved Requested Actions
The applicant proposes to change the approved project by introducing Scheme C, which differs from the approved project in that it proposes a new industrial land use on the northeast parcels. The proposed buildings under Scheme C include up to 1.6 million gross square feet of light industrial use on Parcels 1 and 2. Because the industrial uses would occupy less area than the previously proposed offices, the remaining unused square footage from Parcels 1 and 2 would be transferred as allowed office space to the southwestern area of the site (Parcel 4/City Center). Any office space within Parcel 4 could also be reallocated to retail use on a 1:1 ratio basis. Scheme C would not exceed the maximum build-out of 9.16 million square feet across the project site specified in each development scheme.

Currently, the applicant requests that the Planning Commission serve as the recommending body to the City Council to act on the following:

1. An Addendum to the City Place Santa Clara Environmental Impact Report and Mitigation Monitoring and Reporting Program

2. A General Plan Amendment to revise the permitted uses under the Urban Center/Entertainment District land use classification to include the proposed light industrial uses on Parcels 1 and 2.

3. Zoning Code Amendments to revise the permitted uses within the Planned Development Master Community land use designation and to amend the Master Community Plan for the Related Santa Clara Project (PLN24-00060) located at 5155 Stars and Stripes Drive to introduce a new Scheme C Land Use Scenario.

4. An amendment to the Development Agreement that governs the real property relationship between the City and the applicant concerning the project site.

Planning Commission review and a recommendation to the City Council is required under Santa Clara City Code (SCCC) Chapters 18.140 and 18.142 for amendments to the General Plan, zoning, and development agreements.

Like land use Schemes A and B, implementation of Scheme C requires City Council approval of DAPs implementing Scheme C, consistent with the uses in the amended MCP, and Architectural Materials approval by the Director.

DISCUSSION
The applicant proposes changes to the approved project that was analyzed in the 2016 EIR and described in the approved MCP. Like the Land Use Schemes in the Approved MCP, Scheme C involves the demolition of the existing buildings and on-site features at the Project site and the construction of a new multi-phased, mixed-use development that is light industrial. Scheme C retains the total approved gross square footage of 9.16 million of the Approved Project, including office buildings, retail and entertainment facilities, residential units, hotel rooms, new open spaces, new roads, and new upgraded and expanded infrastructure. Summarized below are the notable City of Santa Clara Printed on 6/6/2025Page 5 of 11
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differences between the proposed Scheme C and the 2016 Approved Project:
· New Land Use Classification: Scheme C introduces a new land use classification with approximately 1.6 million gross square feet of light industrial use in the northeastern area of the Project site (Parcels 1 and 2 or northeast parcels). As described in the MCP Scheme C Supplement, permitted uses on Parcels 1 and 2 would include Light Industrial uses, such as warehouse and distribution centers, plants, facilities, or research laboratories etc. It would also allow Small Power Plant Exemption (SPPE) data centers (data centers for which the California Energy Commission, acting as the “lead agency” under Public Resources Code Section 25519(c) has issued a Small Power Plant Exemption pursuant to Cal. Public Resources Code Section 25541), incidental retail, restaurant, office and personal services.

The Non-SPPE data centers and ancillary data centers (nine MW or less) would be allowed through a Minor Use Permit process.
· Change in Intensity:

The proposed light industrial land uses in Scheme C would reduce the intensity on the northeast parcels but, would maintain the overall 9.16 million gross square feet of the Approved Project by increasing the intensity of the approved uses allowed within the City Center area of the site (on the blocks located in Parcel 4) as shown on Attachment #9 and

10. · Lick Mill Blvd Extension/Site Circulation
: To avoid truck traffic going through the residential
development in Tasman East, just south of Parcel 1, Scheme C revises the site circulation and access configuration for Parcels 1 and 2 by eliminating the previously planned Lick Mill Boulevard Extension vehicular connection from the Tasman East Specific Plan Area adjacent to the Project site. It would, however, still include a bike and pedestrian connection from Tasman East residential development through Parcels 1 and 2 and to the mixed-use development on Parcels 4 and 5. A dedicated truck route to control the 24-hour truck operations associated with any developed warehouse and distribution facilities will be identified in the more detailed Development Area Plan. Another change from the approved project is that Scheme C includes a bridge over Lafayette Street to a connector (jug handle) from the northeast parcels to the City Center. These changes to the road network have been analyzed through a traffic report that concluded Scheme C would not result in new or more severe traffic impacts than those disclosed in the 2016 EIR. · Building Height:

Under the adopted MCP, the building height limit across the Project site is 219 feet above msl, which is consistent with ALUC regulations. The Airport Influence Area (AIA) boundaries have changed since 2016, and the project site is now outside the AIA. The proposed MCP Scheme C revises the formulation of the height limits to permit buildings on Parcel 4 up to approximately 10-12 stories. Scheme C proposes to remove the 219 feet above mean sea level (msl) height limit on Parcel 4. The revised height limits would remain consistent with applicable General Plan Policy 5.10.5-P30 and 5.10.5-P33. · Light Industrial Design Guidelines Chapter 5C.4:

Scheme C includes a new Chapter 5C.4 to
include a comprehensive list of design guidelines for Light Industrial Uses.

General Plan Consistency
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In 2016, the MCP was approved after determining that on balance, the project would be consistent with the overall General Plan. While the total project build-out (9.16 million gross square feet) would remain the same as the Approved Project, Scheme C introduces light industrial uses to the northeastern area of the project site and would increase the intensity of approved uses in the City Center. The current General Plan land use designation of Urban Center/Entertainment District for the site is intended for local and regional scale destinations that feature a mixture of pedestrian-oriented commercial retail and services, urban residential, hotel and employment generating uses. Because the current definition of the Urban Center/Entertainment District designation does not include industrial uses, the proposed Scheme C requires a General Plan Amendment to allow (per the amended MCP) the proposed light industrial uses as described in Chapter 3C.2 Land Use Concept of MCP Scheme C (Attachment #10). This is largely due to respond to market changes as described at the Special City Council Study Session on February 13, 2025 Urban Land Institute (ULI) meeting on State of Santa Clara’s Real Estate & Development Market and the Special Study session on the project at the City Council meeting on May 6, 2025. The overall modification with Scheme C is still consistent with the adopted 2016 General Plan consistency findings.

In addition to the goals and policies listed in Table 3.1-7 of the 2016 EIR, the proposed Scheme C is consistent with the following General Plan Policies listed first in italics:
· General Land Use Policies: 5.3.1
‐
P4 Encourage new development that meets the minimum
intensities and densities specified in the land use classifications or as defined through applicable Focus Area, Neighborhood Compatibility or Historic Preservation policies of the General Plan.

The overall intensity of 9.16 gross million square feet is maintained under Scheme C consistent with the already approved 2016 MCP.
· Commercial Land Use Goals and Policies: 5.3.3
‐
G4 New commercial uses that respect
surrounding neighborhoods and are sited to reduce potential land use conflicts.

The amended MCP design guidelines require that the new industrial uses and loading docks will be located at least 500 feet away from residential uses and will have a landscaping buffer in between the industrial and residential uses to reduce any potential impacts or conflicts. · Office and Industrial Land Use Goals and Policies: 5.3.5 ‐
G2 Sufficient industrial land that
meets the demand for local employment and retains the City’s economic base.

Scheme C introduces light industrial uses that would create employment opportunities within the city. · Office and Industrial Land Use Policies: 5.3.5
‐
P19 Restrict the use and storage of hazardous
materials for industrial uses within 500 feet of existing residential uses. · Safety Goals and Policies: 5.10.5
‐
P24 Protect City residents from the risks inherent in the transport, distribution, use and storage of hazardous materials.

Scheme C proposes light industrial uses that may include warehouse and distribution facilities that City of Santa Clara Printed on 6/6/2025Page 7 of 11
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may contain hazardous materials. To be consistent with the above General Plan policies, such materials will be packaged to avoid any leaks during storage or transportation. Additionally, Scheme C proposes dedicated truck routes to limit the truck access to and from the northeastern parcels.

Zoning Conformance
The 2016 approval rezoned the project site from Public, Quasi-Public, and Parks and Recreation, and Commercial Park to Planned Development Master Community (PD-MC) and adopted the MCP.

PD-MC is intended to create regulations for large-scale integrated developments that are compatible with the existing community. The MCP carries out the PD-MC zoning through development standards, design guidelines, project implementation procedures, development transfer provisions among parcels, and permitted and conditional uses allowed within the proposed land use areas.

The approved MCP includes two conceptual land use schemes, Scheme A and Scheme B, to be implemented in up to seven phases. To add Scheme C as a new land use scheme to the approved MCP, a zoning amendment is required to allow industrial uses within the PD-MC area. An amendment to the MCP is also required.

The proposed Scheme C was reviewed by the City’s Project Clearance Committee (PCC) on March 20, 2025, and appropriate Conditions of Approval were added.

DEVELOPMENT AGREEMENT
A Development Agreement (DA) between the City and the Developer was approved in 2016. The DA has a 30-year term to allow for phased development of the project, and vests the maximum density and intensity of uses; the maximum building heights and gross floor area of land uses; and the permitted uses. It also specifies that the developer must build a minimum of 200 housing units; that 10% of residential units must be affordable to households with income that does not exceed one hundred twenty percent (120%) of the Area Median Income for Santa Clara County, as adjusted and amended from time to time; the development fees that will be paid (including a voluntary regional fee and a voluntary contribution to the Santa Clara Valley Transit Authority (VTA)); the provisions concerning escalation of existing fees or imposition of new fees; and that all mitigation measures to minimize material adverse environmental impacts of the project must be implemented. The proposed amendments to the DA require that, other than with respect to the initial 200 residential units in Phase 1, 15% of the units must be affordable to households with income that does not exceed one hundred percent (100%) of the Area Median Income for Santa Clara County, as adjusted and amended from time to time. Thus, there would be more affordable units built and at deeper levels of affordability. In addition, the proposed DA amendments require that the industrial uses within Scheme C would pay development impact fees and administrative fees at the levels as and when otherwise due, with no caps. Finally, the amended DA would add a regional traffic fee for industrial uses (similar to office uses) at $1 per square foot.

ENVIRONMENTAL REVIEW
An Addendum to the City Place Santa Clara Environmental Impact Report (EIR) (2016) was prepared for the project by the environmental consultant firm ESA, in accordance with the California Environmental Quality Act (CEQA), and was posted on the City’s website (weblink provided in Attachment #1). The Addendum concluded that any potential environmental impacts associated with development of the project site under the proposed Scheme C were adequately analyzed and covered by the analysis in the 2016 EIR. The proposed project would not trigger substantial changes City of Santa Clara Printed on 6/6/2025Page 8 of 11
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to the previously approved EIR and implementation of Scheme C would cause no new significant environmental effects and no substantial increase in the severity of previously identified significant effects than were disclosed in the 2016 EIR. Therefore, no further review or analysis under CEQA is required.

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

As was previously considered by the City Council in the decisions to offer development of the Project site and subsequent approval of the initial land use entitlements, there will be social and economic benefits that will accrue to the City including the creation of jobs, property tax and sales tax revenues, and land lease revenues to the City.

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

PUBLIC CONTACT
On May 21, 2025, a hearing notice for the Planning Commission hearing on June 11, 2025, was published in the Santa Clara Weekly and on May 21, 2025, a notice of public hearings for this item was mailed to property owners within 1,000 feet of the project side boundaries and interested parties. Staff has received four public comments on the project and they are available as Attachment # 7
Community Meetings
A community open house was hosted by the applicant on September 10, 2024, to provide information about the Scheme C land use alternative describing the different mix of land uses proposed for the northeastern part of the site. It was attended by approximately 40 members of the community. The presentation boards and a brief summary of the Community Meeting are posted on the project page. See Attachment 1 for the weblink.

ALTERNATIVES
Approve As Proposed:

1. Adopt a resolution recommending City Council adopt an Addendum to the City Place Santa Clara Environmental Impact Report (EIR) (2016) for the Related Santa Clara project at 5155 Stars and Stripes Drive.

2. Adopt a resolution recommending the City Council approve the General Plan Amendment to revise the permitted uses under the Urban Center/Entertainment District land use classification to include the proposed light industrial uses on Parcels 1 and 2 for the Related Santa Clara project at 5155 Stars and Stripes Drive.

3. Adopt a resolution recommending City Council approve a Rezone to Amend the approved Planned Development Master Community (PD-MC) to add a new Scheme C for the Related Santa Clara project at 5155 Stars and Stripes Drive.

4. Recommend approval to the Council to Amend the Development Agreement to implement aspects of Scheme C for the Related Santa Clara project at 5155 Stars and Stripes Drive.

Approve with Modifications:

5. Adopt any of the resolutions proposed in Alternatives 2, 3, or 4 with modifications regarding City of Santa Clara Printed on 6/6/2025Page 9 of 11
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allowable uses, development standards, or conditions of approval.

Denial of Proposed Project:

6. Recommend that the City Council not adopt an Addendum to the City Place Santa Clara Environmental Impact Report (EIR) (2016) for the Related Santa Clara project at 5155 Stars and Stripes Drive.

7. Recommend that the City Council deny the General Plan Amendment to revise the permitted uses under the Urban Center/Entertainment District land use classification to include the proposed light industrial uses on Parcels 1 and 2 for the Related Santa Clara project at 5155 Stars and Stripes Drive.

8. Recommend that the City Council deny a Rezone to amend the approved Planned Development Master Community (PD-MC) to add a new Scheme C for the Related Santa Clara project at 5155 Stars and Stripes Drive.

9. Recommend that the City Council deny the Amendment to the Development Agreement to implement aspects of Scheme C for the Related Santa Clara project at 5155 Stars and Stripes Drive.

RECOMMENDATION
Based on consistency with the adopted 2016 City Place Santa Clara Environmental Impact Report and Mitigation Monitoring and Reporting Program, 2010 General Plan, Zoning Code, Planned Development Master Community (PD-MC), Master Community Plan (MCP), Development Agreements, staff recommends the Planning Commission recommend approval of the amendments to the City Council as follows:

3. Adopt a resolution recommending City Council approve a Rezone to amend the approved Planned Development Master Community (PD-MC) to add a new Scheme C for the Related Santa Clara project at 5155 Stars and Stripes Drive.

4. Recommend approval to the Council to Amend the Development Agreement to implement aspects of Scheme C for the Related Santa Clara project at 5155 Stars and Stripes Drive.

Prepared by: Nimisha Agrawal, Senior Planner
Reviewed by: Alexander Abbe, Assistant City Attorney
Approved by: Lesley Xavier, Planning Manager

ATTACHMENTS

1. Web Links- Project Website and Addendum to 2016 EIR and MMRP

2. Resolution Recommending Council adopt the Addendum to the City Place Santa Clara EIR

3. Resolution Recommending Council to Approve the General Plan Amendment

4. Resolution Recommending Council to Approve the Rezoning

5. Resolution Recommending Council to Approve the Amendment to the Development Agreement
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6. Development Agreement Amendment

7. Public Comments Received

8. Scheme C MCP Conditions of Approval

9. Master Community Plan (MCP) Scheme C Site Plan

10.Web Link- MCP Scheme C Supplement

11.Vicinity Map

12.Project Data Table
City of Santa Clara Printed on 6/6/2025Page 11 of 11
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Web Links- Project Website and Addendum to 2016 EIR

Project Website:

Here you will find a summary of the project and information regarding past community meetings and prior plan submittals.

Related Santa Clara | Projects Listing | City of Santa Clara

Link to the Approve Master Community Plan (MCP)
https://www.santaclaraca.gov/home/showpublisheddocument/58715/636679554252070000

Environmental Website:

Here you will find documents related to the 2016 environmental assessment of the project and any information regarding meetings related to the environmental assessment of the project.

Related Santa Clara (formerly CityPlace Santa Clara) | CEQA Archive | City of Santa Clara

Link to the Addendum to the 2016 Santa Clara City Place Environmental Impact Report (EIR) prepared for Master Community Plan (MCP) Scheme C

Related Santa Clara Scheme C CEQA Checklist Addendum

These documents are available for viewing in the Community Development Department

-1-

FIRST AMENDMENT TO DEVELOPMENT AGREEMENT
City Place Santa Clara
This First Amendment to the Development Agreement ("First Amendment") is entered into as of ____________, 2025 (the “First Amendment Effective Date”), by and between the City of Santa Clara ("City"), a chartered municipal corporation, and Related Santa Clara, LLC ("Developer"), a Delaware limited liability company.

R E C I T A L S
This First Amendment is made with reference to the following facts, intentions and understandings of the Parties:

A. Background. The City and Developer entered into that certain Development Agreement dated August 12, 2016 (as amended from time to time, the “Agreement”) for the development of City Place Santa Clara. Defined terms in this First Amendment have the meanings ascribed to them in the original Development Agreement.

B. Scheme C Variant. At the request of Developer, the City has adopted an amendment to the Master Community Plan in the form of a Master Community Plan Scheme C Supplement (City Council Ordinance No. 25-_____) . The Master Community Plan Scheme C Supplement authorizes a new Scheme C Variant that includes the same total development area as Scheme A and Scheme B, having a total of approximately 9,164,400 square feet of mixed use, but would include (i) approximately 800,000 of retail; (ii) the same number of hotel rooms and residential units as Scheme A; (iii) approximately 4,517,400 square feet of office on Parcel 4; and (iv) approximately 1,600,000 square feet of light industrial uses on Parcels 1 and 2 (as described in the Master Community Plan Scheme C Supplement , the “Scheme C Variant”) . T he M aster Community Plan Scheme C Supplement provides that any amount of permitted office use within the City Center Mixed-Use District (Parcels 4 and 5) may be swapped out for an equivalent square footage of retail space, subject to approval through the DAP process, or if a DAP has already been approved, then subject to approval through the Architectural Review process.

C. Environmental Review. The City analyzed the proposed potential environmental impacts of the Scheme C Variant and adopted a Fourth Addendum to EIR (City Council Resolution No. 25-_____), in which it determined that the use of the Project Site under this Agreement, as amended for the Scheme C Variant, are included within the scope of the Project EIR in that the potential environmental impacts of the development and use of the Project Site for the Scheme C Variant under the DDA and the Master Community Plan are addressed in the Project EIR.

D. Scheme C Variant Project Approvals . Following the City’s approval of the Fourth Addendum, the City took the following actions to implement the Scheme C Variant, all of which are deemed to be included within the definition of “Project Approvals” as set forth in the Development Agreement:
i. Amendments to the Santa Clara General Plan to revise the permitted uses under the Urban Center/Entertainment District land use designation to add a range of light industrial uses, -2-
including general service, warehousing, storage, distribution, manufacturing and data centers for Parcels 1 and 2 (City Council Resolution No. 25-______); ii. Amendments to the City’s Z oning C ode to revise the permitted uses under the Planned D evelopment Master Community ( PD-MC) land use designation and to add a new Scheme C land use scenario to the Master Community Plan (City Council Resolution No. 25- ______);
iii. Amendments to the DDA (City Council Resolution No. 25-_________); and iv. Approval of this First Amendment by City Council Ordinance No. ________ that authorized the City Manager to execute this Agreement on behalf of the City (the “Enacting Ordinance”). The Enacting Ordinance took effect on ____________, 2025.

E. Compliance with All Legal Requirements; General Plan Consistency . City has given the required notice of its intention to adopt this First Amendment and has conducted public hearings thereon pursuant to Government Code section 65867 and Code Sections 17.10.150 through

17.10.170. As required by Government Code section 65867.5 and Code Section 17.10.180, City has found that the provisions of this Amendment and its purposes are consistent with the goals, policies, standards and land use designations specified in the General Plan (as amended by the Project Approvals).

A G R E E M E N T
In consideration of the foregoing Recitals, which are hereby incorporated into this Agreement as if set forth in full, the Parties hereby agree as follows:

I. Development Agreement Amendments
A. Development Fees.
a. Section 3.2 (Existing Development Fees) is hereby amended to add the following sentence at the end:
“Notwithstanding the foregoing, if Developer proceeds with the Scheme C Variant under the Master Community Plan, neither Exhibit C nor the Development Fee Vested Period under Section

3.3.1 shall apply to Development Fees for any development of the Scheme C Variant on Parcels 1 and 2, and, instead, Developer shall pay Development Fees for development of the Scheme C Variant on Parcels 1 and 2 in such amounts and at such times as is then-applicable to such development, as applied in accordance with Section 3.3.2 hereof (but without regard to the Development Fee Vested Period).”
b. Section 3.3.1 (During the Development Fee Vested Period) of the Agreement is hereby amended to add the following sentence at the end:
“Notwithstanding the foregoing, the Development Fee Vested Period shall not apply to development on Parcels 1 and 2 under the Scheme C Variant.” -3-
B. Traffic Impact Fee Vested Period . The first sentence of Section 3.4.1 (Current Traffic Impact Fees) is hereby amended in its entirety as follows:
“Beginning on the Effective Date and continuing until the later of (a) the date on which the Development Fee Vested Period expires and (b) the date by which building permits have been issued for at least one million five hundred thousand (1,500,000) square feet of office space on the Project Site (such time period being referred to as the “Traffic Impact Fee Vested Period”), Developer shall pay traffic impact fees (the “Traffic Impact Fees”) pursuant to Section

17.15.330 of the Code in the following amounts per square foot:” C. Regional Traffic Fees . Section 3.5 of the Agreement is hereby amended to add the new underlined language:

3.5 Regional Traffic Fees. Developer agrees to pay the fixed sums of (a) One Dollar ($1.00) per square foot of Office uses (as defined in Section 17.15.330(b)(8) of the Code), and Retail uses (as defined in the DDA), and b) Fifty Cents ($0.50) per square foot for residential uses, and (b) $1.00 per square foot of Light Industrial Uses (as defined in Appendix B to the Master Community Plan Scheme C Supplement) (together, the “Regional Traffic Fees”). The Regional Traffic Fees shall be payable to the City at the time of issuance of each Building Permit for Vertical Construction that contains office uses, retail uses, light industrial uses and/or residential uses, as applicable, based upon the square footage of such uses. Regional Traffic Fees are non-refundable, and shall not increase over the Term of this Agreement.

D. Engineering Plan Check Fees . Notwithstanding Section 5.1 of the Agreement, Engineering Plan Check Fees applicable to development of the Scheme C Variant on Parcels 1 and 2 shall be those in effect, as and when due.

E. Housing Affordability.
a. Section 1.2.5 of the Agreement is hereby amended in its entirety as follows:
“Affordable Unit” shall mean, for any residential units constructed within Phase 1, a residential unit that is affordable to households with income that does not exceed one hundred twenty percent (120%) of the Area Median Income for Santa Clara County, as adjusted and amended from time to time, and for any residential units constructed within Phase 2 or Phase 3, a residential unit that is affordable to households with income that does not exceed one hundred percent (100%) of the Area Median Income for Santa Clara County, as adjusted and amended from time to time.
b. Section 4.5.1 of the Agreement is hereby amended in its entirety as follows:

4.5.1 Voluntary Commitment. The Parties acknowledge the Project shall not be subject to the provisions of the Code adopted on or before the First Amendment Effective Date, or any future amendments thereto, with respect to affordable residential units within or in connection with the Project. Nevertheless, Developer voluntarily agrees that (i) at least ten percent (10%) of all residential units constructed in Phase 1 shall be Affordable Units; and (ii) at least fifteen percent (15%) of all residential units constructed in Phase 2 or Phase 3 shall be Affordable Units.

Developer shall have the right to pay an in- lieu fee instead of constructing the Affordable U nits -4-
that are associated with any market -rate units constructed as part of Phase 1 (the “Phase 1 Affordable Units”) under the conditions set forth in Section 4.5.2 below.

II. Miscellaneous
A. Entire Agreement. This First Amendment, together with the Agreement, constitutes the entire understanding and agreement between the Parties with respect to the subject matter contained herein. All other terms and conditions of the Agreement shall remain in full force and effect.

B. Binding Effect . This First Amendment shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

C. Governing Law . This First Amendment shall be interpreted, construed, and enforced in accordance with the laws of the State of California. [Signature Page to First Amendment to Development Agreement (City Place Santa Clara) ] IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the First Amendment Effective Date.

CITY
CITY OF SANTA CLARA, a municipal
corporation
By: __________________________________
Name: Jovan Grogan
Title: City Manager
Approved as to form:

By: __________________________________
Name: Glen Googins
Title: City Attorney
Approved on __________, 2025
City Council Ordinance No. ____
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
[Signature Page to First Amendment to Development Agreement (City Place Santa Clara) ]

DEVELOPER

RELATED SANTA CLARA, LLC,
a California limited liability company
By: __________________________________
Name: __________________________________
Title: __________________________________

Acknowledgement

ACKNOWLEDGMENT

State of California )
County of _____________________ )
On _____________________ before me, ______________________________, a Notary Public, personally appeared ____________________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature _________________________________ (Seal)

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

Acknowledgement

ACKNOWLEDGMENT

State of California )
County of _____________________ )
On _____________________ before me, ______________________________, a Notary Public, personally appeared ____________________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/ are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature _________________________________ (Seal)

You don't often get email from Learn why this is important From: Afshan Hamid
To: Nimisha Agrawal
Cc: Lesley Xavier
Subject: Public Comment: Related Data Center Opposition Date: Tuesday, May 13, 2025 1:41:57 PM
Attachments: image002.png
image003.png
image004.png
image005.png
image006.png
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Please save email for PC and CC public comments.

AFSHAN HAMID
Director | Community Development Department
1500 Warburton Avenue
| Santa Clara, CA 95050
Direct: 408-615-5670 | [email protected]

From:

Sent: Monday, May 12, 2025 4:23 PM
To: Mayor and Council <[email protected]> Subject: Related Data Center Opposition

Dear Mayor and City Council,

I am writing to express my opposition to allowing Related to replace some of the planned mixed-use space with a data center.

This project has been touted as the new city center. A city center should be a location that is desirable to visit, and therefore consists of shops, restaurants, and places of employment. A data center does not provide any of the desired characteristics of a city center as it would take away available space and fill it with servers. No one has ever said they want to go downtown to check out the nice data centers they have there. If the project is truly to be a city center, then it should be populated with what attracts people: shops, restaurants, and entertainment.

Please oppose allowing Related to build a data center in the Related Santa Clara space.

Thanks,
Brendan Croom
North Santa Clara resident
~ Cityof
• Santa Clara
Thll c.nt.-, ol Wh,111-., "°'""'b6e
I
1 Nimisha Agrawal
From: Afshan Hamid
Sent: Tuesday, May 13, 2025 1:46 PM
To: Nimisha Agrawal
Cc: Lesley Xavier; Elizabeth Elliott
Subject: Public Comments: Proposed data center
Please save comments for PC and CC

AFSHAN HAMID
Director | Community Development Department
1500 Warburton Avenue | Santa Clara, CA 95050
Direct: 408-615-5670 | [email protected]

-----Original Message-----
From: Mayor and Council <[email protected]> Sent: Monday, May 12, 2025 3:36 PM
To: Mayor and Council <[email protected]> Subject: FW: Proposed data center

Dear Mayor and Council,

We received the following email which we are forwarding for your reference.

Thank You,
Melissa Lee | ExecuƟve Assistant
Mayor & Council Oﬃces | City of Santa Clara
(408) 615-2252
| hƩps://gcc02.safelinks.protecƟon.outlook.com/?url=hƩp%3A%2F%2Fwww.santaclaraca.gov%2F&data=05%7C02%7C NAgrawal%40SantaClaraCA.gov%7Ce7d62e5915bf46b394c508dd925f2cbb%7C28ea354810694e81aa0b6e4b3271a5cb% 7C0%7C0%7C638827659645428872%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAw MCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=yHpimkGQ6yYIB6qhzjOorTteyx0qo VBNet46gA6afIU%3D&reserved=0

-----Original Message-----
From:

Sent: Sunday, May 11, 2025 1:24 PM
To: Mayor and Council <[email protected]> Subject: Proposed data center

[You don't oŌen get email from Learn why this is important at hƩps://aka.ms/LearnAboutSenderIdenƟﬁcaƟon ]

2 As a nearby resident I am opposed to data centers in the “Related” development area. The original plan for retail, residenƟal and recreaƟonal areas is much preferred.

Thank you
Irene Brumbaugh
Sent from my iPhone
From: PlanningCommission
To: Mary Grizzle; Jovan Grogan; Mayor and Council
Cc: PlanningCommission; Afshan Hamid; Lesley Xavier; Nimisha Agrawal Subject: RE: Data Centers
Date: Wednesday, May 14, 2025 10:13:06 AM
Attachments: image001.png
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Good Morning Mary,
This is to confirm your email has been received in the Planning Division and will be provided to Planning Commissioners for their information.

Thank you for taking the time to provide your input.

Regards,

ELIZABETH ELLIOTT | Staff Aide II
Community Development Department | Planning Division
1500 Warburton Avenue | Santa Clara, CA 95050
O : 408.615.2450 Direct : 408.615.2474

From:

Sent: Wednesday, May 14, 2025 10:00 AM
To: Jovan Grogan <[email protected]>; Mayor and Council <[email protected]>
Cc: PlanningCommission <[email protected]> Subject: Data Centers

Honorable Mayor and Councilmembers,
I’m here today to express strong opposition to the continued approval and expansion of data centers in Santa Clara.

Our city has become a magnet for these massive, windowless buildings—many of which are built on prime land that could be used for housing, public services, or a long- overdue, vibrant downtown. These data centers consume acres of land, provide very few jobs, and return little in the way of civic or cultural benefit.

They don’t bring life to our neighborhoods. They bring noise, diesel emissions from backup generators, enormous water and energy consumption, and they offer no walkability, no retail, and no “there there” for the people who call Santa Clara home.

The continued overreliance on data centers is a short-term economic strategy with long- term consequences. Each one we approve is a lost opportunity to build housing, local businesses, parks, or public facilities like a new City Hall or courthouse that would serve real people, not servers.

As a lifelong advocate for our community, I urge you to consider this: Do we want Santa Clara to be a hub of community life—or a hub of warehouses for tech giants? I ask this Council to pause further approvals of data centers and begin a serious conversation about long-term land use priorities that benefit residents, not just corporations.

Respectfully,
Mary Grizzle
Some people who received this message don't often get email from Learn why this is important
From: Nimisha Agrawal
To: Nimisha Agrawal
Subject: RE: Public Comment FW: Related Santa Clara / City Place Date: Wednesday, May 28, 2025 9:30:43 AM
Attachments: image001.png
image004.png
image003.png

From: PlanningCommission
Sent: Monday, May 19, 2025 3:06 PM
To: 'une vagabonde' <[email protected]>; Mayor and Council <[email protected]>; PlanningCommission
<[email protected]>; Public Comment
<[email protected]>; Afshan Hamid <[email protected]>; Lesley Xavier <[email protected]>
Subject: RE: Related Santa Clara / City Place

Good Afternoon Thanh,

Your email has been received in the Planning Division and by way of my reply I am including the appropriate staff for their review.

Thank you for taking the time to provide your comments.

ELIZABETH ELLIOTT | Staff Aide II
Community Development Department | Planning Division
1500 Warburton Avenue | Santa Clara, CA 95050
O : 408.615.2450 Direct : 408.615.2474

From: une vagabonde
Sent: Monday, May 19, 2025 9:25 AM
To: Mayor and Council <[email protected]>; PlanningCommission <[email protected]>; Public Comment
<[email protected]>
Subject: Re: Related Santa Clara / City Place

Thank you council members for your time to fill in my knowledge gaps and provide insights from your perspective.

I've had the chance to speak up at a recent City Council meeting and met with several council members. I've learned quite a bit over the last 12 days. Writing 1-
this petition was to stand against the planning of large intrusive data centers popping up in Santa Clara and truly design and build around people. What I read in Silicon Valley Voice, "The new proposal would replace much of the office and retail space with light industrial space that would host data centers, " and then reading of Alviso's Journey from entertainment district to data center hub,
here, here and here: and large data centers behind Bracher Park and Scott/Monroe was the catalyst for this petition. With that, our council member shared that our data centers come in various sizes and the city won't be able to
provide power to every data center that wants to come in, so what would go into the Related Santa Clara project is a 2-story data center (page 55 & 57) and not the 4 story, 486,000 square feet data centers next to our parks and behind our homes. This zoning code and land use change would attract businesses to come in and data centers help with the technology advancements we see in our communities today. Our communities, though, will see two more approved large data centers in the next few years,
2305 Bowers and 1231 Comstock. If it helps,
the 2305 Bowers Ave building has some design aesthetics that look less sterile than other established data centers. It'd still be nice if those large canvas walls turned into works of art
.

Another major takeaway from this process was our council members' welcome and encouragement to speak up and to continue to be civically engaged. I loved serving on our Bicycle and Pedestrian Advisory Committee in the past and appreciated all the learning that came out of this process.

With this, I've closed my petition.

Sincerely,
Thanh

On Mon, May 12, 2025 at 6:42 PM une vagabonde wrote:

Thank you for the receipt. Could you tack on a better draft of the last message? Thank you for all you do!

Updated:

Dear Santa Clara City Council Members and Fellow Residents, As a resident of Santa Clara, continuously learning, found the project site notices, I am

again writing to express my strong opposition to the continued development of data centers within our city. While I understand the technological advancements that drive the need for such facilities, I believe that their proliferation in Santa Clara comes at a significant cost to the well-being, character, and future of our community. Please don't support a General Plan Amendment (to permit light industrial uses on Parcels), please don't support a Zoning Ordinance Amendment to MC-CP Zoning (to permit light industrial uses on Parcels 1 & 2) and please don't support the MCP Amendment (new Scheme C Variant Supplemental Chapter).

I urge you to carefully consider the following critical points as you evaluate future proposals for data center development:
· Data centers create sterile environments, devoid of life and public interaction. Designing spaces that actively exclude community engagement does not serve the best interests of Santa Clara. Our city needs vibrant spaces that foster community connections, support healthy aging, and encourage active lifestyles for all residents. Data centers offer no such benefit; they are essentially closed boxes that contribute nothing to the social fabric of our neighborhoods. · Data centers are disproportionately sited in Communities of Concern.

Historically, these facilities in Santa Clara have been located in areas designated for Light Industrial use, which tragically often overlap with areas identified in our own Bicycle Master Plan (Figure 6)
as "Communities of Concern." Furthermore, as
highlighted by my map or a more comprehensive listing here (https://www.datacentermap.com/usa/california/santa-clara/), these areas are often predominantly Hispanic. This pattern raises serious environmental justice concerns, suggesting a disproportionate distribution of burdens onto specific segments of our population. This inequitable distribution is particularly concerning when considering the City's own standards for parkland. The Parks & Recreation Department has established "research based best practices to create a Public Park Amenity & Design Standard for planning of new and expanded play spaces, with the goal of providing

2.53 acres of parkland for every 1,000 residents." We must ask: Is this an equitable standard for neighborhoods across Santa Clara, especially those already burdened by industrial uses like data centers? By prioritizing data center development in these areas, are we further depriving residents of essential amenities like parks, which contribute significantly to quality of life and community well-being? · Data centers undermine our commitment to smart growth and housing. Our General Plan clearly prioritizes the development of more housing along Tasman Drive (Section 5.2.3, Priority Development Areas), accompanied by the amenities and services necessary to support a pedestrian-friendly environment with robust transit options. Data centers directly contradict this vision, occupying valuable land that could otherwise be used for much-needed housing and community-serving businesses.
· Data centers erode the unique character of our neighborhoods. The General Plan explicitly aims to "Preserve the unique character and identity of neighborhoods through community-initiated neighborhood planning and design elements incorporated in new development" (Section 5.3.1-P1). The monolithic and isolated nature of data centers offers no opportunity for community input or the incorporation of design elements that reflect the distinct identities of our neighborhoods. · Locating industrial uses with potential hazards near sensitive receptors is unacceptable. The General Plan (page 90) itself acknowledges that light industrial uses "may be noxious or include hazardous materials and may negatively impact sensitive receptors, like children and the elderly." Planning such facilities next to parks, where our children gather and play, is a direct contradiction of our community's responsibility to protect its most vulnerable members.

Beyond these local impacts, I believe we must also consider the broader environmental and economic consequences:
· Data centers place a significant burden on our electricity ratepayers. The immense energy demands of these facilities can lead to increased costs for all electricity consumers in our region. (Source
)
· The environmental and health costs of data centers are alarming. Recent research from the California Institute of Technology and UC Riverside indicates that by 2030, data centers in California could contribute to 1,300 premature deaths and $20 billion in health care costs, with greenhouse gas emissions rivaling those of all cars in the state. Furthermore, a Morgan Stanley report last fall projected that the global data center industry could produce 40% of annual U.S. emissions within five years. These are staggering figures that cannot be ignored. (Source and Source)
Santa Clara has the opportunity to prioritize development that truly benefits all its residents – development that fosters community, provides housing, respects our neighborhoods, and safeguards our environment and health. I urge our City Council to stand with the community and reject further data center development in Santa Clara. Let us focus on building a city where people can thrive, not just servers.

Sincerely,
Thanh Do, a Concerned Resident of Santa Clara

On Mon, May 12, 2025 at 3:31 PM Mayor and Council
<[email protected]> wrote:

Hello,
Our office confirms receipt of your email which has been forwarded to the full City Council for their review.

Thank You,
Melissa Lee | Executive Assistant
Mayor & Council Offices | City of Santa Clara
(408) 615-2252 |
www.santaclaraca.gov
You don't often get email from [email protected]. Learn why this is important

From: une vagabonde
Sent: Friday, May 9, 2025 6:21 PM
To: Mayor and Council <[email protected]> Subject: Related Santa Clara / City Place

Dear Mayor Gillmor and Council Members,
My name is Thanh, and I reside in the neighborhood located between Bracher school and Wilcox. I am writing to express my concerns regarding the increasing presence and location of data centers in our city.

I have observed the significant data centers constructed in recent years behind Bracher Park and in the Scott/Monroe neighborhoods. Based on my own map analysis, I've noted that data centers in Santa Clara are largely concentrated in the central area. This region frequently overlaps with areas identified as "Communities of Concern," which experience disproportionate environmental burdens, and also falls within areas highlighted in our Bicycle Master Plan (Figure 6). According to 2010 data, this central area is also predominantly Hispanic.

My concern extends to the proposed data center conversion at the Related development site near Levi's Stadium. This location is in a predominantly Asian area (2010 data). The site was originally planned as a substantial 3 million square foot mixed-use project – significantly larger than Santana Row – designed to include retail, restaurants, hotels, and residential units. Converting this space into a data center would replace a potentially vibrant, publicly accessible area with a facility that inherently offers no public life or activity, both inside and out.

Given the increasing housing density in North Santa Clara and the critical lack of open space, I urge you to completely deny the proposed switch of the Related development to a data center. As a team dedicated to public service and the well-being of residents, I hope it is clear that designing spaces devoid of life and public interaction is not in the best interest of our community. We need spaces that allow our communities to thrive, age well, and remain healthy and active.

While it may be too late to alter the existing large buildings behind our homes and parks, perhaps these structures could be viewed as blank canvases. I suggest exploring opportunities for large-scale murals that could feature and elevate the work of local artists, adding some visual interest and community connection to these otherwise sterile facades.

For your reference, here are the links I consulted:

I
Cityof
S,anta Clara
ho ~nt rol Wh t'a P'o"!I lbl
Santa Clara Bicycle Master Plan:
https://www.santaclaraca.gov/home/showpublisheddocument/63506/63688 8847951800000
Draft Data Centers mapped in Santa Clara:
https://www.arcgis.com/apps/mapviewer/index.html?
webmap=461e84c6471f44f2b4c855a575ba762e
Thank you for your time and consideration of this important matter. Please also let me know if you feel my analysis is off.

Sincerely,
Thanh
Pilot Knob Dr, Santa Clara
Former BPAC member (2018-2020)
•
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CONDITIONS OF APPROVAL

PLN24-00060 5155 Stars and Stripes Boulevard
APNs: 097-01-069, 097-01-039, 104-01-102, 104-03-036, 104-03-037, 104- 03-038 and 104- 03-039

Project Description: General Plan Text Amendment, Zoning Code Text Amendment and Amendment to the Master Community Plan for the Related Santa Clara Project (formerly referred to as “City Place”) to Introduce a Scheme C Land Use Scenario.

In addition to complying with all applicable codes, regulations, ordinances and resolutions, the following conditions of approval shall be applied to the Master Community Plan Scheme C Supplement (MCP). The conditions of approval and obligations cited herein may be altered as necessary and additional specific detailed conditions may be added by the Executive Project Clearance Committee (Exec PCC) to accommodate the specific development Phases provided for in individual Development Area Plans (DAPs) called for under the provisions of the Master Community Plan (MCP). Detailed requirements and conditions specific to any DAP will be applied to the Council's consideration of that DAP approval.

References herein to the term Parcels shall be consistent with those five identified in Exhibit 1-4 of the MCP. References herein to the term Phases shall be consistent with those six or seven identified in Exhibit 2C-1 or 2-2 of the MCP, as appropriate.

GENERAL

1. Prior to submitting a DAP application, the Master Developer shall submit and secure approval from the Community Development Director of an integrated MCP for Schemes A and B (if the Master Developer will pursue Schemes A or B) or an integrated MCP for Scheme C (if the Master Developer will pursue Scheme C).

The integrated MCP shall include only those elements applicable to Schemes A and B or Scheme C, as applicable, and shall also include any changes incorporated into the MCP in accordance with Council approvals. The Master Developer may elect to submit both an integrated MCP for Schemes A and B and an integrated MCP for Scheme C.
(a)

2. All development, construction and uses shall comply with all applicable codes, regulations, ordinances and resolutions that are not otherwise altered by the specific development entitlements for the project.

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

4. The project shall comply with the conditions set forth in the Development Agreement and Development and Disposition Agreement in effect between the City of Santa Clara and Related, Santa Clara, LLC.

5. The project shall comply with the mitigation measures included within the Mitigation Monitoring or Reporting Program for the Project, each of which is hereby imposed as a condition of approval.

6. Provide filtration systems for on- site residences and daycare centers as necessary to reduce operational cancer risks and exposure to particulate matter 2.5 microns in diameter or less (PM2.5). This measure only applies to on- site residences and daycare centers. The Project Developer shall implement the following measures, as necessary, to reduce cancer risks to a City of
Santa Clara
The Center of What 's Possible
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level less than BAAQMD project-level thresholds:

(a) Revised Health Risk Assessment (HRA): The Project Developer may choose to reassess the potential on- site cancer risk and PM2.5 concentrations to be experienced by on-site residential receptors and on- site daycare centers later in the design Phase, but prior to occupancy, and to prepare a revised HRA using updated receptor location information and more detailed assessment of risks associated with existing and project operational sources, and submit to the City for review. If the revised HRA demonstrates, to the satisfaction of the City, that the cancer risk and exposure to PM2.5 for all potentially exposed on-site receptors will be less than BAAMQD project -level thresholds, then no additional measures are necessary. If the revised HRA demonstrates, to the satisfaction of the City, that the cancer risk or exposure to PM2.5 for on- site sensitive receptors will be less than presented in the EIR but still over the BAAMQD threshold, then the control effort may be less. (b) Install filtration systems on ventilation and recirculation systems. Filtration systems shall be installed on ventilation and recirculation systems within on-site residences and the heating, cooling, and ventilation systems that serve daycare centers that are exposed to risks above BAAQMD thresholds due to individual existing sources. All filters must be rated MERV 13 or higher. The Project Developer shall submit a plan for installation and maintenance of all filters in accordance with the manufacturer's recommendations to the City prior to approval of the first building permits.

7. Prepare and implement a noise control plan to reduce interior noise at sensitive land uses. The Project Developer shall conduct a design-level acoustic study that identifies exterior noise levels for residential and commercial uses on the project site. This study shall take into account existing, project, and reasonably foreseeable future noise sources (such as proposed increases in passenger rail service along the Lafayette Street corridor). Where this study finds that the exterior noise level would exceed the residential compatibility standard of 55 dBA Ldn or the commercial incompatibility standard of 65 dBA Ldn, the Project Developer shall prepare a design-level operational noise control plan to provide acceptable interior noise levels. This plan shall identify all project features and treatments that will be implemented to ensure that the project is in compliance with the interior noise standards listed in the City's General Plan and City Code as well as the standards specified for new construction within the Comprehensive Land Use Plan (CLUP) for Mineta San Jose International Airport (SJC). The study and plan shall be developed by an acoustical design professional. Design features and treatments will be identified to ensure that interior noise levels at new proposed uses are in compliance with the noise standards. The report shall be submitted to the City for review and approval prior to the issuance of building permits for the project. Depending on the noise exposure for a particular site, such treatments may include, but are not limited to, those listed below, as recommended by the acoustical design professional.

(a) Construction of enclosures around noise-generating mechanical equipment at commercial uses.
(b) Use of setbacks from noise sources to maximum attenuation of noise over distance. (c) Installation of noise-reducing treatments in new buildings, including:
• High-performance, sound-rated double-glazed windows,
• Sound-rated doors,
• Sound-rated exterior wall construction,
• Special acoustical details for vents,
• Acoustical caulking at all exterior facade penetrations, • Sound-rated roof and ceiling constructions, and
• Adequate mechanical ventilation so that windows and doors may be kept closed at ________________________________________________________________________________

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the discretion of the building occupants to control environmental noise intrusion.

8. Prepare and implement a vibration control plan to reduce vibration from the Union Pacific Railroad (UPRR) for sensitive land uses. The Project Developer shall prepare a design- level operational vibration control plan that identifies all project features and treatments that would be implemented to ensure that the project is in compliance with the vibration standards recommended by the Federal Transportation Administration (FTA) relative to railway operational vibration associated with UPRR operations. The plan shall be prepared when new uses would be located within the following screening distances, as recommended by FTA (FTA 2006):
a. Category 1: Buildings where vibration would interfere with interior operations (600 feet).
b. Category 2: Residences and buildings where people normally sleep (200 feet). c. Category 3: Institutional land uses with primarily daytime use (120 feet).

The plan shall take into account current and future expected passenger and freight rail service levels adjacent to the project site. The plan shall be developed by an acoustical design professional and shall include a detailed investigation of ground- borne train vibration that considers site-specific train vibration source and propagation conditions and the actual building designs. The design features and treatments shall be identified to ensure that vibration levels at new proposed uses are in compliance with FTA standards. The report shall be submitted to the City for review and approval prior to the issuance of building permits for the project. Depending on the vibration exposure for a particular site, such treatments may include, but are not limited to, those listed below, as recommended by the acoustical design professional.

d. Increased setbacks of noise-sensitive uses from the train track. e. Foundation isolation systems to reduce the transmission of vibration into buildings with noise-sensitive uses that are near the tracks.

9. Incorporate flood warnings for access roads for areas vulnerable to flooding. The Project Developer and the City shall coordinate to provide flood warnings for new and existing roadways that provide access to the site and are vulnerable to 100-year flood levels. The Project Developer shall review the City's flood warning and emergency response plan and submit a brief plan for the project that is consistent with the City's plan. The plan shall be submitted to the City's Emergency Services Coordinator in the City's Fire Department for review and approval. The specific frequency of expected flooding on-site access roads shall be determined by the Project Developer and reviewed by the City. Flood warnings may be temporary or permanent, depending on the frequency of expected flooding, as determined by the City. Information about alternative access/egress routes, based on flooding potential and other factors, shall also be provided by the Project Developer to the City's Emergency Services Coordinator in the City's Fire Department for review and approval. If other flood improvements are implemented that remove the flooding risk at the site access roads, then this condition of approval shall no longer be required.

ENGINEERING
E1. Developer is responsible for cost of relocation or modification of any public facility necessary to accommodate subject development, unless the cost of relocation or modification of a utility is the responsibility of a franchisee under a franchise agreement. Planned changes to existing facilities shall be included with and described in proposed infrastructure plans required at the time of DAPs.

E2. F ollowing approval of Tentative Maps and/or Vesting Tentative Maps by Council, the Developer shall file Final Maps for approval and recordation to the satisfaction of the Director of Public Works prior to the issuance of building permits for the DAP, except as follows:
a. For DAP 1, a Tentative Map or Vesting Tentative Map shall be approved by Council prior to the ________________________________________________________________________________

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issuance of building permits for buildings located on property covered by DAP 1, and a Final Map approved to the satisfaction of the Director of Public Works shall have been filed for recordation covering property on which the building is located prior to the issuance of any certificate of occupancy for any building within DAP 1.
b. For DAP 2, a Tentative Map or Vesting Tentative Map shall be approved by Council prior to the issuance of building permits for buildings located on property covered by DAP 2, and a Final Map approved to the satisfaction of the Director of Public Works shall have been filed for recordation covering property on which the building is located prior to the issuance of any certificate of occupancy for any building within DAP 2.

E3.

Infrastructure plans that are submitted with the DAP application shall address infrastructure needs for the entire phase where the DAP infrastructure needs must rely on, may be affected by, or may affect any future phase(s) of development. The submitted DAP infrastructure plans in that case shall provide not less than conceptual plans for or a description of the design of the infrastructure in the future phase(s), to the satisfaction of the Director of Public Works. Plans shall be prepared by a Registered Civil Engineer and approved by the City Engineer prior to approval and recordation of Final Map and/or issuance of building permits.

E4. The Sanitary sewer (SS) laterals from Parcel 1 and Parcel 2 shall connect to the westernmost 42" SS main in Lafayette Street. The SS laterals from Parcel 3 and Parcel 4 shall connect to the 42" SS main running between the two parcels from Great America Parkway to Lafayette Street. Parcel 5 shall be connected to the 12" SS main in Stars and Stripes Drive. The City shall determine available SS capacity for each main as of the time of project entitlements, including each DAP or DAP Amendment, and the Developer shall construct facility improvements to accommodate the maximum MCP development. The Developer may be reimbursed for design and construction costs above its fair share costs.

E5. Execute Covenant(s) Running with the Land to assume maintenance responsibility for non - stand
ard street improvements within public rights-of-way prior to the City's acceptance of said improvements. Non-standard street improvements include, but are not limited to, curb return type driveway(s).

E6. Obtain site clearance through the Engineering Department prior to issuance of building pe1mits.

Site clearance will require payment of applicable development fees prior to issuance of the building permit. Other requirements may be identified for compliance during the site clearance process.

TRAFFIC
TR1. If the Lick Mill Boulevard extension north of Tasman Drive is constructed as a 4-lane minor arterial road before the Developer implements the proposed Scheme C development, the Developer shall modify Lick Mill Boulevard from a 4-lane minor arterial road to a 2-lane collector street, in accordance with the street design guidelines specified in the Tasman East Specific Plan. The anticipated changes would involve lane reconfigurations to reduce travel lanes, potential improvements at the northern terminus of Lick Mill Boulevard , the addition of on -street parking, and the implementation of traffic -calming features within the existing public rights-of-way.

ELECTRIC
EL1. D AP infrastructure plans and documents that address the electrical distribution system shall specify on-site private electric facilities and off-site public electric facilities to address the needs of the particular DAP and, conceptually, the needs of the overall phase which contains that DAP. To the extent that development of any particular DAP or phase may affect service to other phases, a conceptual plan or description of those needs shall be included in the application. ________________________________________________________________________________

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EL2. On-site infrastructure is the Developer's responsibility. The Developer shall install the substructures required to meet Silicon Valley Power (SVP) design requirements. SVP will install all cable and equipment facilities. The Developer will pay for any and all costs associated with installation of these facilities.

EL3. Developer shall provide the City easements and all rights of way for electric facilities and access for all facilities located on private streets or within structure boundaries.

EL4. The Developer entered into the Esperança Substation Agreement (the "Existing Substation Agreement") with the City of Santa Clara, dated December 3, 2019. Under the Existing Substation Agreement, up to 27 MVA of electrical capacity (“Available Capacity”) is allocated for the Developer’s use from Esperança Substation in connection with the project described therein. In addition, SVP and Developer are in discussions to amend the Existing Substation Agreement to among other things increase the Available Capacity by an additional 6.5MVA, which amendment will be subject to both City Council approval and such other SVP requirements including but not limited to Conditions of Approval EL.6 through EL.10 (the “Pending Amendment”) . If the Developer requires electrical capacity or modifies the development after approval of the Pending Amendment, a further amendment to the Existing Substation Agreement and/or a new substation agreement will be necessary to accommodate such additional capacity or project modifications . In such instances, Conditions of Approval EL 6 through EL 10 , along with any other conditions reasonably required by Silicon Valley Power (SVP) , shall apply.

EL 5. SVP is currently conducting a distribution system impact system study (In Progress SIS). Developer submitted an application for the In Progress SIS in October 2024. This In Progress SIS does not include (and will not include) any data center loads in Parcels 1 and 2.

EL 6. If Developer modifies the project described in the In Progress SIS or requires capacity above the Available Capacity, additional requirements will be required based on SVP’s evaluation of the modified development and its estimated load. In such case, the Developer shall submit an updated project description to SVP with such additional information as SVP may require. If SVP determines a new or amended system impact report is required based on the new project description or request for additional capacity, Developer shall submit an application for a new or amended system impact study (either distribution and transmission, or both) or other study as required, enter into a deposit agreement as required by SVP, and pay for the cost of these studies.

EL 7. In connection with EL 6, if the modified development’s estimated load exceeds 13.5 MVA for any parcel (or such lower amount as may be determined by SVP), SVP will require a transmission system impact study which will assess the following:
a. System capacity of SVP’s electric transmission system to serve the proposed load. b. System capacity of PG&E’s electric transmission system to serve proposed load. i. This is determined by studies performed by the California Independent System Operator (CAISO) in its yearly Transmission Planning Process (TPP). ii. Any mitigation measures identified, and/or construction schedules required by PG&E to the Developer’s proposed load ramp. Any PG&E identified mitigations and/or construction schedules are not controlled by SVP nor is SVP responsible for any delays caused by these project schedules. Cost, if applicable, shall be borne solely by Developer.
c. Determine if developer’s load ramp can be accommodated EL.8 In connection with EL. 6, if SVP determines sufficient electric capacity is available for modified development or request for additional capacity under a system impact study (either distribution and transmission, or both) or such other study required by SVP, Developer shall secure an amendment to the Existing Substation Agreement (which would include the Pending Amendment) and, for any such requests after the Pending Amendment, a subsequent amendment and/or a new substation agreement, ________________________________________________________________________________

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in either case, on terms and conditions required by Silicon Valley Power in order to secure interim electric capacity and electric capacity for the modified development. Such amendment to the Existing Substation Agreement and/or new agreement shall contain the amount of allocated capacity and load ramp. The Developer will fully fund the design and construction of electric infrastructure improvements required by SVP in connection with the development.

EL.9 If SVP determines no electric capacity is available for Developer’s request for additional capacity, no additional electric capacity shall be provided by SVP. If SVP determines that the modified development (or request for additional capacity) must be studied in the CAISO Transmission Planning Process (TPP), the Developer shall pay the CAISO System Impact Study Fee and any other CAISO fees and costs
EL.10 Pre-Design Work - If applicable, the Developer shall enter into a deposit agreement (in a form required by SVP) with the City, outlining the Developer’s funding obligations for pre-design work related to the substation and/or distribution or transmission infrastructure necessary to support the development or any modifications thereto. Developer shall be responsible for the cost of the ampacity and grounding study (performed by SVP) for their Developer’s distribution system incorporated into the pedestal design of the development. The requirements from the ampacity and grounding study shall be incorporated in the slab and pier construction on the parcels with landfill.

EL.11 The Development shall not encroach on SVP’s Underground 230kV Line trench such that it is accessible with an 18’ drivable surface over its entire alignment. Areas around manholes will require additional space. Any proposed development encroachments or changes (including, but not limited to, new electrical equipment, substructures, new streets, changes in grading and cover, landscaping and bioretention) will require additional analysis by SVP to ensure the capacity rating of the 230 kV line is not negatively impacted.

EL.12 These approvals do not grant Developer’s project any electric power for its project.

Conditions E13 through E37 shall apply at the detailed design level unless SVP alters or waives any requirement in writing.

EL.13 Utility Plan - Electric Utility Infrastructure must be included in Civil Composite Drawings (C4) with horizontal profiles showing clearances.
a. Show existing infrastructure and easements.
b. Show new proposed infrastructure and easements per markups that will be provided once a utility plan is submitted.
c. Show all the trees.
d. Show all the electrical rooms for each building.

EL.14 Initial Information: Developer shall provide a site plan showing all existing utilities, structures, easements, and trees. Developer shall also include a detailed panel schedule showing all current and proposed electric loads.

EL.15 Work Drawing: Developer shall have a work drawing created for the site by either an SVP estimator or through the design process. All SVP standards and clearance requirements must be met, or variance approvals must be granted by SVP. The Developers’ work drawing shall include but is not limited to:

SVP substructure for primary, low voltage, streetlight, and fiber facilities. SVP facilities may extend off- site to the nearest utility connection point to tie in with existing infrastructure as deemed necessary by SVP.

EL.16 Encroachment Permit: Prior to issuance of Building Permits, the Developer shall submit an encroachment permit application with an approved SVP Developers Work Drawing for construction of ________________________________________________________________________________

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electric utilities that comply with the latest edition of SVP Standards and Rules and Regulations, Electric Notes, and Electric Standard Details and Specifications EL.17 Applicants Switchgear: Development’s main switchgear with SVP meters must meet EUSERC standards and be approved by SVP’s meter shop prior to ordering. Switchgear for 12KV gear must have batteries sized for 4 hours of operation, no capacitive tripping, and 2 sets of relays, CTs, & PTs for each main. All double ended switchgear with a tie breaker must include a kirk-key interlock scheme and an SVP provided warning label for the operation of the main tiebreaker.

EL.18 AMI/Fiber Building Requirements: All projects implementing high rise metering and multi-floor infrastructure requirements shall meet the requirements outlined in UG 0250 & FO1901.

EL.19 Easements: Prior to the City’s issuance of Building or Grading Permits, the Developer shall provide a dedicated underground electric utility easement (U.G.E.E) around the electric onsite facilities. The electric utility easement shall be a minimum of 10 feet wide around conduit and 5’ minimum around equipment and vault/manhole pads. Additionally, the Developer shall submit plans defining existing easements so SVP can verify if there are any conflicts with new proposed easements or improvements.

The Developer shall grant to the City, without cost, all easements and/or rights of way necessary for serving the development and for the installation of utilities (Santa Clara City Code chapter 17.15.110).

EL.20 Coordination Study: For any services taken at 12KV, a coordination study will need to be conducted by the Developer prior to energizing the service for the development.

EL.21 Developer Switchgear: Developer’s switchgear will be inspected on site by SVP to ensure compliance with approved switchgear drawings. Electric meters and main disconnects shall be installed per Silicon Valley Power Standard MS-G7, Rev. 2.

EL.22 Electric Facilities: Prior to the City's issuance of occupancy, the Developer shall construct all electric utilities per the approved SVP Developers Work Drawing. SVP will inspect all electric utility installations and all other improvements encroaching on electric facilities.

EL.23 Municipal Fees: Prior to electric service energization, all applicable fees per the City of Santa Clara’s Municipal Fee Schedule at time of energization shall be paid by the Developer.

EL.24 Costs & Expenses: Unless expressly stated otherwise or covered by a fee to be paid by the Developer, Developer shall be responsible for all costs and expenses associated with fulfilling these conditions of approval.

EL.25 Access: SVP will require 24-hour unobstructed access to all SVP equipment which includes:
manholes, transformers, vaults, switches, meters, indoor electrical rooms with SVP owned equipment etc.

EL.26 SVP Rules and Regulations: Developer shall comply with all applicable SVP rules, regulations, standards, guidelines, and requirements, as may be amended from time to time.

EL.27 SVP Equipment Clearances:
a. Access Doors: Ten (10) foot minimum clearance in front of equipment access doors. b. Pad Sides: Five (5) foot minimum clearance from pad on sides without access doors. c. Truck Access: Eighteen (18) foot minimum width on one side of the equipment pad for truck access.
d. Barrier pipes: (on sides accessible to vehicles)
i. Thirty (30) inches from equipment sides.
ii. Forty-Eight (48) inches in front of access doors. (use removable bollards) EL.28 SVP Conduit Clearances:
a. Longitudinal: Five (5) foot minimum between new conduits/piping and existing/proposed SVP conduits.
b. Vertical: Twelve (12) inch minimum between new conduit/pipes perpendicular to existing SVP conduits.
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c. Poles/Posts: Three (3) foot six (6) inches clearance required from poles (electrolier, guy stub, service clearance, self-supporting steel, and light poles), except for riser conduits. This is reduced to a three (3) foot minimum for posts (signposts, barrier pipes, bollards, fence posts, and other similar posts).
d. Longitudinal: Five (5) foot minimum between new conduits/piping and existing/proposed SVP conduits
e. Vertical: Twelve (12) inch minimum between new conduit/pipes perpendicular to existing SVP conduits
f. Poles/Posts: Three (3) foot six (6) inches clearance required from poles (electrolier, guy stub, service clearance, self-supporting steel, and light poles), except for riser conduits. This is reduced to a three (3) foot minimum for posts (signposts, barrier pipes, bollards, fence posts, and other similar posts).

EL.29 SVP Vault/Manhole Clearances:
a. Conduits: Five (5) foot minimum to tree root barrier or other subsurface wall or structure. b. Equipment: Five (5) foot minimum to tree root barrier. The tree canopy drip line cannot be over the SVP equipment.
c. Subsurface Facilities: Five (5) foot minimum to any electric department facilities. Any existing trees in conflict will have to be removed.
d. Easements: No trees shall be planted in SVP’s U.G.E.E or P.U.E’s.

EL.30 Transformer & Switch Placement: these devices and pads may only be located outdoors.

Clearances to buildings are defined in UG1225. All projects are to assume mineral oil fluid, unless otherwise approved by SVP.

EL.31 SVP Standards. Developer shall comply with the following SVP standards (as may be amended or supplemented).
a. UG1000 - Installation of Underground Substructures by Developers b. UG1250 – Encroachment Permit Clearances from Electric Facilities c. UG0339 – Remote Switch Pad
d. OH1230 – Tree Clearances from Overhead Electric Lines e. SD1235 – Tree Planting Requirements Near Underground Electric Facilities f. UG1225 – Pad mounted Equipment Clearances and Protection g. UG0250 – High Density Residential Metering Requirements h. FO-1901 – Fiber Optic Splicing and Testing Methods
i. SVP Rules and Regulations – Latest Edition
EL.32 SVP Standards, Miscellaneous:
a. In the case of podium-style construction, all SVP facilities and conduit systems must be located on solid ground (aka “real dirt”) and cannot be supported on parking garage ceilings or placed on top of structures.
b. No splice boxes are allowed between the SVP utility connection point and the Developer’s main switch board.
c. SVP does not utilize any sub- surface (below grade) devices in its system. This includes transformers, switches, etc.

EL.33 Meter Locations:
a. All interior meter rooms at ground level are to have direct, outside access through only ONE door.

Interior electric rooms must be enclosed in a dedicated electric room and cannot be in an open warehouse or office space.

EL.34 Underground Service Entrance
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a. (277/480V Service or Lower) Underground service entrance conduits and conductors shall be “privately” owned, maintained, and installed per City Building Inspection Division Codes to the SVP defined utility connection point.
b. (12KV Service) SVP terminates cable on the Developer owned switchgear. c. No cross-parcel distribution is allowed. SVP service points must be within the parcels that they serve.

EL.35 Code Sections:
a. The Developer shall provide and install electric facilities per Santa Clara City Code chapter

17.15.210.
b. Installation of underground facilities shall be in accordance with City of Santa Clara Electric Department standard UG-1000, latest version, and Santa Clara City Code chapter 17.15.050. c. The Developer shall perform, in accordance with current City standards and specifications, all trenching, backfill, resurfacing, landscaping, conduit, junction boxes, vaults, street light foundations, equipment pads and subsurface housings required for power distribution, street lighting, and signal communication systems, as required by the City in the development of frontage and on- site property. Upon completion of improvements satisfactory to the City, the Developer will dedicate the improvement to the City subject to City’s acceptance of the work. The Developer shall further install at its cost the service facilities, consisting of service wires, cables, conductors, and associated equipment necessary to connect Developer to SVP’s electric grid .

After completion of the facilities installed by the Developer, the City shall furnish and install all cable, switches, street lighting poles, luminaries, transformers, meters, and other equipment that it deems necessary for the betterment of the system per Santa Clara City Code chapter 17.15.210 (2).

EL.36 Existing Facilities:
a. All existing SVP facilities, onsite or offsite, are to remain unless specifically addressed by SVP personnel in a separate document. It is the Developer’s responsibility to maintain all clearances from equipment and easements. Developer should not assume that SVP will be removing any existing facilities without detailed design drawings from SVP indicating potential removals. Simply indicating that SVP facilities are to be removed or relocated on conceptual plans does not imply that this action has been approved by SVP.
b. Any relocation of existing electric facilities shall be at Developer’s expense.

EL.37 Generators: Non-Utility Generator equipment shall not operate in parallel with the electric utility, unless approved and reviewed by the Electric Engineering Division. All switching operations shall be “Open-Transition-Mode”, unless specifically authorized by SVP Electric Engineering Division. A Generating Facility Interconnection Application must be submitted with building permit plans. The review process may take several months depending on size and type of generator. No interconnection of a generation facility with SVP is allowed without written authorization from the SVP Electric Engineering Division.

WATER
WI. Each DAP submittal shall indicate all service connections and facilities for potable and recycled water and sanitary sewer facilities to serve the development area. To the extent necessary, plans shall include conceptual plans to serve the remainder of the Phase or future Phases that will rely on these facilities, to the satisfaction of the Director of the Water and Sewer Utilities.

W2. Prior to issuance of Building Permits, the Developer shall submit plans for water service to each individual building parcel, site and/or building to be connected to a public main in the public right- ________________________________________________________________________________

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of-way to the satisfaction of the Director of Water & Sewer Utilities. Additionally, different types of water use (domestic, irrigation, fire) shall be served by separate water services.

Plans shall also indicate locations of proposed fire hydrants.

FIRE DEPARTMENT
FD1. When in the opinion of the fire code official, a new structure obstructs emergency radio communications to existing buildings or to any other locations , the Developer shall resolve the deficiency to the satisfaction of the Fire Department, which may include requirements to provide and install radio retransmission equipment necessary to restore communications capabilities. Any required equipment shall be located in a space or area within a new structure approved by the Fire Department.

FD2. Each DAP application shall include proposed access routes for emergency service vehicles.

Plans may be required to include the entire Phase in which the DAP is included and may necessitate conceptual plans for access through or to future Phases to the extent that may be necessary to the satisfaction of the Fire Chief.

FD3. Construction and final development in each Phase and DAP shall comply with applicable fire standards, codes, and policies, including emergency access requirements.

FD4. The Developer shall provide a replacement Fire Station in accordance with the Disposition and Development Agreement.

POLICE
PD1. The Developer shall include, for each building, design specifications that meet the City of Santa Clara's guidelines established for radio signal penetration, as detailed in the Communications Department's Public Safety Radio System Building Penetration Guidelines. The intended use of telecommunications sites/equipment shall be clearly and accurately stated in the building documentation. The signal, of whatever nature, of any communications facility or system, shall in no way whatsoever interfere with or affect any police communication or police communication system.

PARKS AND REC REATION
PRl. The Developer shall comply with the City's Park and Recreational Land Ordinance (SCCC Ch.

17.35), subject to conformance with and as otherwise satisfied by the provisions of the MCP, Development Agreement and Disposition and Development Agreement, to the satisfaction of the City Manager.

STREET DEPARTMENT
STl. Submit copies of complete landscape and automatic irrigation plans for all public rights-of-way for review and comment by City staff. The Developer is to supply and install City street trees per the MCP and City specifications. Spacing, specie, and sizes of street trees shall be subject to approval of the City Arborist.

ST2. Special Urban Runoff Stormwater Pollution Prevention requirements apply. Provide the Street Department with information to evaluate proposed stormwater pollution prevention improvements for each Phase.

ST3. Developer shall comply with City Development Guidelines for Solid Waste Services in each Phase, as specified by development type.
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PLANNING AND BUILDING INSPECTION
Pl. D AP applications for partial Phases as described in the MCP may be required to include conceptual plans and information for areas outside of the DAP boundaries that address site access for the provision of safety and service by City forces, as well as related utility facilities, and schematic or concept plans addressing such items as open space and parks that may be constructed in future Phases on abutting sites.

P2. Tentative Subdivision Map, Vesting Tentative Subdivision Map and/or Parcel Map applications consistent with the intent and obligations of the MCP, Development Agreement and Disposition and Development Agreement, and consistent with any parcel(s) indicated in the submission of the DAP, shall be approved by City Council prior to issuance of building permits for development within any Phase, Sub Phase or DAP within the area of that map application. Maps shall define development sites and provide for the dedication or disposition of public streets, utilities and parks/open space, to the satisfaction of the City.

P3. The Developer will be required to prepare acoustical analyses and implement noise insulation features in building construction as required by the Mitigation Monitoring and Reporting Program.

P4. The Developer shall be required to incorporate within the residential tenant lease agreements notification of the occurrence of aircraft traffic noise over the project site.

P5. The Developer shall convey an avigation easement to the City of San Jose on behalf of the San Jose International Airport.

P6. Obtain required permits and inspections from the Building Official and comply with the conditions thereof, based upon approved DAPs. Submittal of plans shall be consistent with a predetermined address numbering scheme based upon Phases identified in the MCP, to the satisfaction of the Building Official.

P7. The Developer shall file a Notice of Intent (NOI) with the State Water Resources Control Board prior to issuance of any permit for grading or construction in accordance with an approved DAP, or as otherwise permitted or required under the obligations and rights of the Disposition and Development Agreement. A copy of the NOI shall be sent to the City Building Inspection Division. A stormwater pollution prevention plan is also required with the NOI.

P8. Along with the submission of the first DAP within any Phase, a landscape and lighting concept plan for that Phase shall be provided and agreed upon by the Developer and the City. Landscaping and lighting concepts shall address public areas and street frontage areas, as well as open space and park areas within the Phase.

P9. The Developer shall employ green building standards and materials in the site design and construction of structures within each DAP, designed to meet USGBC LEED standards for new construction, in accordance with the approved MCP.

Pl 0. The project will be required to comply with the City's Urban Runoff Pollution Prevention Program, including best management practice measures for construction and post-construction activity, including reducing runoff to public storm drain facilities from rooftops and paved surfaces.

P11. Prior to the issuance of a grading or building permit, the Developer shall provide the Streets Division of Public Works third-party certification that the stormwater control plan meets applicable C.3 requirements, along with an Operations and Maintenance Agreement approved by the City for post -construction maintenance of C.3 devices/measures. Each DAP phase shall meet its C.3 requirements on its own merit. If a banking system is to be created to achieve compliance for the entire project's full implementation, the applicant shall first create area treatment surplus (credit) during the earlier DAP phase(s) to be used by subsequent project phase(s).
________________________________________________________________________________

Page 12 of 13 ends

P12. Trees removed shall be replaced at a ratio of two new trees for every one removed tree. Any trees not replaced at the 2:1 ratio shall be subject to in-lieu payments consistent with City policy. The developer shall be responsible for maintaining a master accounting of all tree removals, tree replacements, and in-lieu fee payments and shall provide such information with each DAP submittal and upon the City's request.

P13. The Developer shall prepare a Construction Management Plan (CMP) for review and approval prior to the issuance of initial grading or building permits for development within any Phase, Sub Phase or DAP. To the extent that information is known, a CMP may address some or all construction within the DAP or Phase, such that a CMP may not be required for each permit as called for in the adopted Mitigation Monitoring or Reporting Program.

P14. Construction activity not confined within an enclosed building shall be limited to the hours of 7:00 a.m. to 6:00 p.m. weekdays and 8:00 a.m. to 6:00 p.m. Saturdays for construction within 300 feet of a residential use. Construction activity shall not be allowed on Sundays or recognized State and Federal holidays.

P15. The Comprehensive Sign Program required by the MCP for Parcels 4 and 5 shall be considered and approved or conditionally approved by the City Council before the issuance of the first building permit (for buildings excluding below grade Tasman garage) for development undertaken pursuant to the DAP for Phase 1 or Phase 2. The Comprehensive Sign Program required by the MCP for Parcels 1 and 2 shall be submitted with the initial DAP submission for Parcel 1 or 2, whichever is submitted first, and shall be considered concurrently with and approved or conditionally approved as a part of the applicable DAP by the City Council.

_____________________________________
KEY:

G = General
P = Planning Division
BD = Building Division
H = Housing & Community Services Division
F = Fire Department
PR = Parks & Recreation Department
PD = Police Department
E = Engineering Division
Streets Division (Landscape, Solid Waste, and Stormwater) L = Landscape
SW = Solid Waste
ST = Stormwater
SVP = Silicon Valley Power
W = Water & Sewer Department

________________________________________________________________________________

Page 13 of 13 ends

ACKNOWLEDGEMENT AND ACCEPTANCE OF CONDITIONS OF APPROVAL

Permittee/Property Owner

The undersigned agrees to each condition of approval and acknowledges and hereby agrees to use the project property on the terms and conditions set forth in this permit.

Signature: _________________________________________________

Printed Name: _________________________________________________

Relationship to Property: _________________________________________________

Date: _________________________________________________

Pursuant to Santa Clara City Code 18.128.100, the applicant shall return this document to the Department, properly signed and dated, within 30-days following the date of the Acknowledgement.

17 RELATED SANTA CLARA | MASTER COMMUNITY PLAN SCHEME C SUPPLEMENT EXHIBIT 3C–1 (SCHEME C): ILLUSTRATIVE SITE CONCEPT*
*Diagram only for illustrative purpose, subject to change 1" = 800'
0' 200' 400' 800' 1600' (!)
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Web Link- MCP Scheme C Supplement

MCP Scheme C Supplement:

RSC MCP Scheme C Supplement

These documents are available for viewing in the Community Development Department

Zoning Map for 5155 Stars and Stripes Drive
Legend
Official City Limit
Official City Limit
Base Layers
Streets
Air Parcels
Land Parcels
Land Parcels
Flood Control Easement
Right of Ways
Common Areas
Zoning
Land Parcels
PD-MC- Planned Development- Master Community
High Density Flex OS - Parks/Open Space TN -
Transit Neighborhood
Notes
5155 Stars and Stripes Drive
Vicinity Map
created on 04/09/2025 12:35:25
0 1000 2000
ft
This map is a user generated static output from an Internet mapping site and is for reference only. Data layers that appear on this map may or may not be accurate, current, or otherwise reliable.

NAD_1983_2011_StatePanel_California_III_FIPS_0403_Ft_US ©City of Santa Clara THIS MAP IS NOT TO BE USED FOR NAVIGATION Parcel 1
Parcel 2Parcel 3
Parcel 4
Parcel 5
□
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PD MC
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Attachment 2: Project Data comparison
Project Number: PLN24-00060
Project Address: 5155 Stars and Stripes Drive

General Plan: Urban Center/Entertainment
Zoning: Planned Development-Master Community

LANO USE DEVELOPMENT COMPARISON BY SCHEME
Difference Difference
SchemeA Scheme A to Scheme B to
{I.W'lder lHA} SchemeB SchemeC SchemeC SchemeC
City Center Mixed Use (Parcels 4 and 5) (gsij
Office 1.372.400 2,852.400 4,5 17,400 +3. 145,000 + t,665.000 Retail/Food and Beverage/Ente rtainment 1.502.000 1,502.000 800,000 •702,000 -702.000 Residential 1.680,000 200,000 1,680,000 + 1,480.000
{1,680 units) (200 units) (1.680 urits) (same number (+ 1.480 units) of units)
Hotel 578,000 578,000 567,000 · 11,000 .11.000
(700 ,ooms ) (700roo ms) (700,ooms ) (same number {same number o{,ooms ) of rooms)
Sub.~al 5,132,400 5,132,400 7,564,400 +2,432,000 +2, 432,000 Northeast Parcels (Parcels 1 and 2) (gsl)
Office 4.032.000 3,832.000 0 -4.032.000 -3.832.000
Retail . 200,000 0 0 -200,000
lndustrialNl/arehouse . . 1,600,000 +1.600,000 + 1,600.000 Sub.~al 4,032,000 4,032,000 1,600,000 -2,432,000 -2, 432,000 Total P ro;ect (gsf) 9,164,400 9,164,400 9,164,400 0 0
NOTE:
seneme c permrts 11ne1oenta1 re-1a1 ano pK$0nail seMCe uses pr1ma111y seMng emp(Oyees ano custome" OftM pnncrpa1191t 1nau,111.1 U$ie. no; to exoeeo 10 percent d tne floor area Of tne aP9llcal)le oui101ng or carnpU$. ScMme C al&O perml':& 1ne1a.:nta1 office u&e prrnanry serving tne at1111n1&trat1ve neeos ot tne pt1ne1pa1 llgn; 1nC1J&tr1a1 use. no; to exoeea 25 percent 01 tne appncaDle ltoor area.

SOURCES:

ICF lnto:mattonai. 2015. City Place sanu; cura Ptofecr orarr En~ronmentai tmpe,;r Repon. Octot1er 2015. Prep.area tor i:ne Cl'!y or Sama c 1ara.

Avaraoie a: nttps1ta·a·M .san.:ac1.1raca.gov1Hometeomponen.:,1Bu&1nesso:rectoryi6usri es&01rectoryJ13513649.

Re1a:e<1 Sama c1.1.ra. 2025. R.e1a,ec1 Senta Clara Mestet commuruty p:en su.eme c SuppJement, C/lap!et &e, v.rrasillJctLJre 0>1erv.'ew - SC()eme c var.ant Jooe 2025.

Web Links- Project Website and Addendum to 2016 EIR

Project Website:

Here you will find a summary of the project and information regarding past community meetings and prior plan submittals.

Related Santa Clara | Projects Listing | City of Santa Clara

Link to the Approve Master Community Plan (MCP)
https://www.santaclaraca.gov/home/showpublisheddocument/58715/636679554252070000

Environmental Website:

Here you will find documents related to the 2016 environmental assessment of the project and any information regarding meetings related to the environmental assessment of the project.

Related Santa Clara (formerly CityPlace Santa Clara) | CEQA Archive | City of Santa Clara

Link to the Addendum to the 2016 Santa Clara City Place Environmental Impact Report (EIR) prepared for Master Community Plan (MCP) Scheme C

Related Santa Clara Scheme C CEQA Checklist Addendum

These documents are available for viewing in the Community Development Department

Resolution/ Related Santa Clara Project – Addendum to the Santa Clara City Place EIR Page 1 of 6 Rev: 7/27/2023
RESOLUTION NO. _____

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA

APPROVING AND ADOPTING AN ADDENDUM TO THE SANTA

CLARA CITY PLACE ENVIRONMENTAL IMPACT REPORT,
ANALYZING A NEW “SCHEME C” LAND USE SCEN ARIO FOR

THE APPROVED MASTER COMMUNITY PLAN (MCP ) FOR
RELATED SANTA CLARA PROJECT LOCATED AT 5155 STARS

AND STRIPES DRIVE, SANTA CLARA

Addendum to the Santa Clara City Place Environmental Impact Report (SCH #2014072078)
PLN24-00060 (General Plan Amendment, Rezoning, and
Development Agreement Amendment)

Resolution/ Related Santa Clara Project – Addendum to the Santa Clara City Place EIR Page 2 of 6 Rev: 7/27/2023
Disposition and Development Agreement (“DDA”) to define the Developer’s obligations to develop the Approved Project and define terms for ground leasing the Project Site to the Developer; and
WHEREAS, the Developer proposes to modify the Approved Project to allow a range of light industrial uses on Parcels 1 and 2 (APN 097-01-073 and 097-01-039) of the Project Site while maintaining the already-approved office, retail, commercial, hotel, and residential uses on Parcels 4 and 5 of the Project Site, and maintaining the park and open space uses already approved on Parcel 3 and throughout the Project Site without modifying the 9.16 million gross square feet of development or overall development intensities already allowed on the Project Site (the “Proposed Project”); and
WHEREAS, the Zoning amendment proposes a text amendment to revise the permitted uses under the PD-MC Zoning designation to include a range of light industrial uses as permitted or conditionally permitted uses within that Zoning district and would add a new “Scheme C” land use scenario to the MCP and is more particularly described in the attached MCP Scheme C Supplement (“Zoning Amendment”); and
WHEREAS, the Developer has simultaneously applied to amend the General Plan land use designation applicable to the Project Site to allow for a range of light industrial uses within the Urban Center/Entertainment District (“General Plan Amendment”); and WHEREAS, the Developer has also requested to amend its existing Development Agreement (“DA”) with the City to incorporate provisions related to the Proposed Project (“DA Amendment”), and City staff have negotiated and recommended the DA Amendment; and WHEREAS, the Developer has also requested to amend its existing DDA with the City, as previously amended, to incorporate provisions related to the Proposed Project (“DDA Amendment”), and City staff have negotiated and recommended the DDA Amendment (the DDA Amendment, together with the General Plan Amendment, Zoning Amendment, and DA Amendment are the “Project Approvals”); and

Resolution/ Related Santa Clara Project – Addendum to the Santa Clara City Place EIR Page 3 of 6 Rev: 7/27/2023
WHEREAS, on May 6, 2025, the City Council held a Study Session focused on the Proposed Project, public comments and the Project Approvals; and WHEREAS, CEQA Guidelines Section 15164(a) states that the lead agency shall prepare an Addendum to a previously certified EIR if some changes are necessary but none of the conditions described in the CEQA Guidelines Section 15162, which call for the preparation of a subsequent EIR, have occurred; and
WHEREAS, in 2020 and 2021, the City adopted First, Second, and Third Addenda to the 2016 Santa Clara City Place EIR in connection with its approval of the Development Area Plan (“DAP”) for Phase 1, the DAP for Phase 2, and the City Place Revised Soil Import and Earthwork Plans Project, respectively (together, the First, Second, and Third Addenda to the 2016 EIR constitute the “Santa Clara City Place EIR”); and
WHEREAS, in order to ensure that all potential environmental impacts of the Proposed Project were thoroughly analyzed, the City caused a fourth Addendum to the Santa Clara City Place EIR (“Addendum”) to be prepared in accordance with CEQA Guidelines Section 15164; and WHEREAS, following an analysis of the Proposed Project’s changes, no new significant environmental impacts were identified, no substantial increases in the severity of previously identified impacts were discovered, and the Proposed Project remains subject to all previously adopted mitigation measures, as applicable and identified in the MMRP included as Appendix A to the Addendum; and
WHEREAS, on June 11, 2025, the Planning Commission held a duly noticed public hearing, opened and closed for public comments, and at the conclusion of which, the Planning Commission unanimously recommended the City Council adopt the Addendum; and WHEREAS, prior to taking action on this Resolution, the City Council has exercised its independent judgement and reviewed and considered the Santa Clara City Place EIR and the Addendum and concluded that , for the reaso ns set forth in the Addendum, no further environmental review is required for the modifications to the Approved Project contemplated by the Proposed Project;

Resolution/ Related Santa Clara Project – Addendum to the Santa Clara City Place EIR Page 4 of 6 Rev: 7/27/2023
WHEREAS, on June 18, 2025, a notice of public hearing the July 8, 2025, City Council Hearing for this item was published in the Santa Clara Weekly; and WHEREAS, on June 18, 2025, the notice of public hearing s for the July 8, 2025 , City Council Hearing for this item was mailed to property owners within a 1,000 foot radius of the Project Site boundaries; and
WHEREAS, pursuant to SCCC Section 18.146.020, on June 26, 2025, notice of the City Council Hearing on July 8, 2025, was posted at City Hall, the Central Park Library, the Mission Branch Library, the Northside Branch Library, and on the City’s website; and WHEREAS, on July 8, 2025, the City Council held a duly noticed public hearing to consider the Addendum to the Santa Clara City Place EIR, the MMRP included as Appendix A to the Addendum identifying applicable mitigation measures from the original MMRP, the Project Approvals, and all pertinent information in the record during which the City Council invited and considered any and all verbal and written testimony and evidence offered in favor of and in opposition to the Proposed Project.

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

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

2. The City Council hereby finds that the Proposed Project would not cause substanti al changes to the Approved Project that would require major revisions to the Santa Clara City Place EIR due to the involvement of new or more severe significant environmental effects.

3. The City Council further finds that no substantial changes would occur with respect to the circumstances under which the Proposed Project is undertaken that would require major revisions to the Santa Clara City Place EIR due to the involvement of new or more severe significant environmental effects.

4. The City Council also finds that there is no new information of substantial importance, which was not known and could not have been known with reasonable diligence at the time the Santa

Resolution/ Related Santa Clara Project – Addendum to the Santa Clara City Place EIR Page 5 of 6 Rev: 7/27/2023
Clara City Place EIR was certified, that shows (1) that the Proposed Project would have one or more significant effects not discussed in the EIR, (2) significant effects previously examined in the EIR would be substantially more severe than shown in the EIR, (3) mitigation measures or alternatives previously found not feasible would in fact be feasible and would substantially reduce one or more significant effects of the proposed project, but the Developer declined to adopt the mitigation or alternative, or (4) mitigation measures or alternatives which are considerably different from those analyzed in the EIR would substantially reduce one or more significant effects on the environment, but the Developer declined to adopt the mitigation measure or alternative.

5. The City Council further finds that this Addendum does not require any new mitigation measures, because the Proposed Project would not cause new significant impacts not previously identified and mitigated to the greatest extent feasible in the Santa Clara City Place EIR.

6. The City Council finds that no new or substantially more severe significant environmental impacts have been identified compared to the Santa Clara City Place EIR, and therefore none of the conditions described in CEQA Guidelines Section 15162 requiring subsequent or supplemental environmental review are present. Accordingly, pursuant to CEQA Guidelines Section 15164, the changes and additions to the Santa Clara City Place EIR necessary to analyze the Proposed Project are appropriately detailed in the Addendum, which is attached to this Resolution and incorporated by this reference.

7. The City Council hereby designates the Director of Community Development as the 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.

Resolution/ Related Santa Clara Project – Addendum to the Santa Clara City Place EIR Page 6 of 6 Rev: 7/27/2023

8. 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 8TH DAY OF JULY 2025, 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. Addendum to the Santa Clara City Place EIR

Resolution/ Related Santa Clara Project – General Plan Amendment Page 1 of 8 Rev: 7/27/2023
RESOLUTION NO. _____

A RESOLUTION OF THE CITY OF SANTA CLARA,

CALIFORNIA APPROVING AND ADOPTING A GENERAL PLAN

AMENDMENT TO REVISE THE PERMITTED USES UNDER URBAN

CENTER/ENTERTAINMENT DISTRICT LAND USE DESIGNATION
FOR RELATED SANTA CLARA PROJECT LOCATED AT 5155

STARS AND STRIPES DRIVE, SANTA CLARA

Addendum to the Santa Clara City Place Environmental Impact Report (SCH #2014072078)
PLN24-00060 (General Plan Amendment, Rezoning, and
Development Agreement Amendment)

Resolution/ Related Santa Clara Project – General Plan Amendment Page 2 of 8 Rev: 7/27/2023
Disposition and Development Agreement (“DDA”) to define the Developer’s obligations to develop the Approved Project and define terms for ground leasing the Project Site to the Developer; and
WHEREAS, in 2020 and 2021, the City adopted First, Second, and Third Addenda to the 2016 Santa Clara City Place EIR in connection with its approval of the Development Area Plan (“DAP”) for Phase 1, the DAP for Phase 2, and the City Place Revised Soil Import and Earthwork Plans Project, respectively (together, the First, Second, and Third Addenda to the 2016 EIR constitute the “Santa Clara City Place EIR”); and
WHEREAS, the Developer proposes to modify the Approved Project to allow a range of light industrial uses on Parcels 1 and 2 (APN 097-01-073 and 097-01-039) of the Project Site, maintain the already-approved office, retail, commercial, hotel, and residential on Parcels 4 and 5 of the Project Site, and maintain park and open space uses already allowed on Parcel 3 and throughout the Project Site without modifying the 9.16 million gross square feet of development or overall development intensities already allowed on the Project Site (the “Proposed Project”); and
WHEREAS, this General Plan amendment proposes a text amendment to revise the permitted uses under the Urban Center/Entertainment District land use designation to include a range of light industrial uses within that land use designation (“General Plan Amendment”); and WHEREAS, the Developer has simultaneously applied to amend the Planned Development Master Community (PD-MC) zoning designation and associated approved Master Community Plan (“MCP”) that governs the Project Site to allow for the Proposed Project (“Zoning Amendment”); and
WHEREAS, the Developer has also requested to amend its existing Development Agreement (“DA”) with the City to incorporate provisions related to the Proposed Project (“DA Amendment”), and City staff have negotiated and recommend the DA Amendment; and WHEREAS, the Developer has also requested to amend its existing DDA with the City, as

Resolution/ Related Santa Clara Project – General Plan Amendment Page 3 of 8 Rev: 7/27/2023
previously amended, to incorporate provisions related to the Proposed Project (“DDA Amendment”), and City staff have negotiated and recommended the DDA Amendment (the DDA Amendment, together with the General Plan Amendment, Zoning Amendment, and DA Amendment are the “Project Approvals”); and
WHEREAS, on May 6, 2025, the City Council held a Study Session focused on the Proposed Project, public comments and the Project Approvals; and WHEREAS, in order to ensure that all potential environmental impacts of the Proposed Project were thoroughly analyzed, the City caused a fourth Addendum to the Santa Clara City Place EIR (“Addendum”) to be prepared in accordance with CEQA Guidelines Section 15164; and WHEREAS, on June 11, 2025, the Planning Commission held a duly noticed public hearing, at the conclusion of which, the Planning Commission recommended approval of the General Plan Amendment by a vote of 5-2; and
WHEREAS, prior to taking action on this Resolution, the City Council has exercised its independent judgement and reviewed and considered the Santa Clara City Place EIR and the Addendum and concluded that , for the reasons set forth in the Addendum, no further environmental review is required for the modifications to the Approved Project contemplated by the Proposed Project; and WHEREAS, on June 18, 2025, a notice of public hearing the July 8, 2025, City Council Hearing for this item was published in the Santa Clara Weekly; and WHEREAS, on June 18, 2025, a notice of public hearing for the July 8, 2025, City Council Hearing for this item was mailed to property owners within a 1,000 foot radius of the Project Site boundaries; and
WHEREAS, pursuant to SCCC Section 18.146.020, on June 26, 2025, notice of the City Council Hearing on July 8, 2025, was posted at City Hall, the Central Park Library, the Mission Branch Library, the Northside Branch Library, and on the City’s website; and WHEREAS, on July 8, 2025, the City Council held a duly noticed public hearing to consider the Addendum to the Santa Clara City Place EIR, the MMRP included as Appendix A to the Addendum

Resolution/ Related Santa Clara Project – General Plan Amendment Page 4 of 8 Rev: 7/27/2023
identifying applicable mitigation measures from the original MMRP, the Project Approvals, and all pertinent information in the record during which the City Council invited and considered any and all verbal and written testimony and evidence offered in favor of and in opposition to the Proposed Project.

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

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

2. The 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 project introduces a new “Light Industrial” land use to the approved Master Community Plan (MCP) creating a further mix of uses and creating employment opportunities and retaining the City’s economic base, while helping to create the opportunity for catalytic development that will encourage further development of the Project Site and investment in the City Center component of the Project; 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 introduction of an opportunity for a range of new light industrial land uses in connection with the Proposed Project will advance the purpose of the Urban Center/Entertainment District land us e designation by catalyzing redevelopment of the Project Site into tax-generating uses that support community vitality and enhance the City’s fiscal health while preserving the ability to concentrate transit -oriented entertainment, retail, dining, office, residential, and recreational uses in the City Center and maintaining the total approved gross square footage of 9.16 million square feet for the Approved Project. In addition, on June 8, 2016, the Planning Commission recommended adoption of, and on June 2 8, 2016, the City Council adopted, a set of General Plan Consistency Findings for the Approved Project, attached hereto and incorporated herein by this reference. The City Council re- adopts those Consistency Findings by reference, because the Proposed Pro ject will continue to

Resolution/ Related Santa Clara Project – General Plan Amendment Page 5 of 8 Rev: 7/27/2023
advance the findings adopted in connection with the Approved Project as recommended by the Planning Commission on June 11, 2025.

C. The General Plan Amendment has been processed in accordance with the applicable provisions of CEQA, i n that the City caused the preparation of the Addendum to the certified Santa Clara City Place EIR, which demonstrates that the Proposed Project would not result in any new or more severe significant environmental effects than the certified EIR analyzed; D. The potential impacts of the General Plan Amendment have been determined not to be detrimental to the public health, safety, or welfare, in that the Proposed Project continues to be subject to an adopted Mitigation Monitoring and Reporting Program that includes all feasible mitigation measure to reduce potentially significant environmental effects of the project to less-than- significant levels, and a set of CEQA Findings and a Statement of Overriding Considerations for the significant and unavoidable impacts that cannot feasibly be mitigations to less-than-significant levels have been adopted in connection with the previously-certified Santa Clara City Place EIR; and

3. That the City Council hereby amends the General Plan by revising the definition of “Urban Center/Entertainment District” in Subsection 5.2.2 (“Land Use Classifications and Diagram”) of Section 5.2 (“Land Use Diagram”) of Chapter 5 (“Goals and Policies”), located immediately after the definition of “Regional Mixed Use” and immediately before the definition of “Downtown Core,” to read as follows:
“Urban Center/Entertainment District
This classification is intended for local and regional scale destinations that feature a mixture of some or all of the following: pedestrian -oriented commercial retail and services, urban residential, hotel and employment generating uses, and a range of light industrial uses, including general service, warehousing, storage, distribution, manufacturing and data centers, within a defined planning area. It accommoda tes an intensity of development intended to create a lively place of focus for community and commerce. Master planned projects are encouraged, which may proceed through multiple phases and may entail

Resolution/ Related Santa Clara Project – General Plan Amendment Page 6 of 8 Rev: 7/27/2023
several individual parcels or development areas. The inte nsity of development within individual parcels or sub-areas may vary, thereby allowing a more dense urban form in key locations (for example, concentrated employment, retail services and/or housing served by nearby transit facilities). The planning area may be designated as one of the following:
 Low Intensity Urban Center that allows an overall project that shall not exceed a gross FAR of 1.0 for all combined office, commercial, retail hotel and light industrial uses;
 High Intensity Urban Center that allo ws an overall project that shall not exceed a gross FAR of 2.0 for all combined office, commercial, retail hotel and light industrial uses.

Accordingly, this classification accommodates a wide variety and mix of commercial and light industrial activities serving residents, businesses and visitors from the local community and surrounding region. Some combination of the following uses are allowed in vertical or horizontal mixed-use arrangements: 1) retail sales and services; 2) restaurants and other food and beverage uses; 3) entertainment venues such as cinemas, performance venues, other interactive experiences, and active open space and plaza amenities; 4) hotels; 5) corporate and general office; 6) commercial services; 7) a range of light industrial uses, including general service, warehousing, storage, distribution and manufacturing, and data centers; and (8) compatible uses of a similar commercial character. Auto-oriented uses such as drive-through restaurants and auto service facilities are not appropriate uses.

Medium to very high density residential use (ranging from 37 to 90 du/ac) is also suitable to this classification, while not subject to FAR limitations, the buildings could be restricted by FAA or other applicable height restrictions/regulations. The integration of urban scale housing is intended to contribute to a balanced community, reduce reliance on the automobile, and promote the desired pedestrian-oriented character. Horizontal and vertical mixing of compatible uses is permissible, bringing residents and workers in close proximity

Resolution/ Related Santa Clara Project – General Plan Amendment Page 7 of 8 Rev: 7/27/2023
to basic services and desirable conveniences. Mixed use developments that afford active lower floor(s) retail or commercial space along street frontages with residential units arranged on upper floors are especially fitting as part of an urban core.

Development should support alternative modes of travel, incorporating accommodations for transit users, bicyclists, and pedestrians, as well as utilizing and incentivizing transportation demand management. Parking should be provided in a manner that does not disrupt the desired pedestrian-orientation, and instead is arranged and scaled to help activate street spaces. Shared parking among compatible uses is encouraged. Both structured and surface parking are permissible, as appropriate to location and uses, Open spaces and landscape features that enhance the public realm and meet the active and passive recreational needs of multiple users shall be incorporated throughout a project. In particular, open spaces should encompass some or all of the following: at -grade plazas, greens and similar shared outdoor spaces suitable for formal and info rmal gatherings, as well as pedestrian-friendly streetscapes that feature wide sidewalks, canopy trees, street furniture, and other amenities, Upper/podium level courtyards and tenaces, as well as public and private rooftop gardens are also encouraged.”

Resolution/ Related Santa Clara Project – General Plan Amendment Page 8 of 8 Rev: 7/27/2023

3. Effective date. This resolution shall become effective at such time as Ordinance No. _____ approving the DA Amendment becomes effective, and if such Ordinance has not become effective by December 31, 2025, this resolution shall be deemed to be void and of no further force or effect.

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 8TH DAY OF JULY 2025, 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. General Plan Consistency Findings

Resolution/ Related Santa Clara Project – Zoning Amendment Page 1 of 6 Rev: 7/27/2023
RESOLUTION NO. _____

A RESOLUTION OF THE CITY OF SANTA CLARA,

CALIFORNIA APPROVING AND ADOPTING AN AMENDMENT

TO THE ZONING CODE TO REVISE THE PERMITTED USES

UNDER THE PLANNED DEVELOPMENT MASTER

COMMUNITY (PD-MC) LAND USE DESIGNATION AND TO ADD

A NEW SCHEME C LAND USE SCENARIO TO THE MASTER

COMMUNITY PLAN FOR THE RELATED SANTA CLARA
PROJECT LOCATED AT 5155 STARS AND STRIPES DRIVE,

SANTA CLARA

Addendum to the Santa Clara City Place Environmental Impact Report (SCH #2014072078)
PLN24-00060 (General Plan Amendment, Rezoning, and
Development Agreement Amendment)

Resolution/ Related Santa Clara Project – Zoning Amendment Page 2 of 6 Rev: 7/27/2023
Master Community Plan (“MCP”) for the Related Santa Clara project (the “Approved Project,” previously known as “City Place”); and approved a Development Agreement (“DA”) and a Disposition and Development Agreement (“DDA”) to define the Developer’s obligations to develop the Approved Project and define terms for ground leasing the Project Site to the Developer; and
WHEREAS, in 2020 and 2021, the City adopted First, Second, and Third Addenda to the 2016 Santa Clara City Place EIR in connection with its approval of the Development Area Plan (“DAP”) for Phase 1, the DAP for Phase 2, and the City Place Revised Soil Import and Earthwork Plans Project, respectively (together, the First, Second, and Third Addenda to the 2016 EIR constitute the “Santa Clara City Place EIR”); and
WHEREAS, the Developer proposes to modify the Approved Project to allow a range of light industrial uses on Parcels 1 and 2 (APN 097-01-073 and 097-01-039) of the Project Site while maintaining the already-approved office, retail, commercial, hotel, and residential uses on Parcels 4 and 5 of the Project Site, and maintaining the park and open space uses already approved on Parcel 3 and throughout the Project Site without modifying the 9.16 million gross square feet of development or overall development intensities already allowed on the Project Site (the “Proposed Project”); and
WHEREAS, this Zoning amendment proposes a text amendment to revise the permitted uses under the PD-MC Zoning designation to include a range of light industrial uses as permitted or conditionally permitted uses within that Zoning district and add a new “Scheme C” land use scenario to the MCP, as more particularly described in the attached MCP Scheme C Supplement, which is attached to this Resolution and incorporated by this reference (the “Zoning Amendment”); and
WHEREAS, the Developer has simultaneously applied to amend the General Plan land use designation applicable to the Project Site to allow for a range of light industrial uses within the Urban Center/Entertainment District (“General Plan Amendment”); and

Resolution/ Related Santa Clara Project – Zoning Amendment Page 3 of 6 Rev: 7/27/2023
WHEREAS, the Developer has also requested to amend its existing Development Agreement (“DA”) with the City to incorporate provisions related to the Proposed Project (“DA Amendment”), and City staff have negotiated and recommend the DA Amendment; and WHEREAS, the Developer has also requested to amend its existing DDA with the City, as previously amended, to incorporate provisions related to the Proposed Project (“DDA Amendment”), and City staff have negotiated and recommended the DDA Amendment (the DDA Amendment, together with the General Plan Amendment, Zoning Amendment, and DA Amendment are the “Project Approvals”); and
WHEREAS, on May 6, 2025, the City Council held a Study Session focused on the Proposed Project, public comments and the Project Approvals; and WHEREAS, in order to ensure that all potential environmental impacts of the Proposed Project were thoroughly analyzed, the City caused a fourth Addendum to the Santa Clara City Place EIR (“Addendum”) to be prepared in accordance with CEQA Guidelines Section 15164; and WHEREAS, on June 11, 2025, the Planning Commission held a duly noticed public hearing, open and closed for public comments, and at the conclusion of which, the Planning Commission unanimously recommended approval of the Zoning Amendment as recommended by staff, with the following modifications: in Chapter 3C.2 of MCP, page 21 of the MCP Scheme C, delete the Small Power Plant Exemption (SPPE) data centers from the list under “Light Industrial Parcels- Parcels 1 and 2 Light Industrial Campus Development Permitted Uses”; revise paragraph four on the same page under conditional uses so it applies to all data centers; and specify that all data centers shall be subject to a Conditional Use Permit process to be approved by the Planning Commission rather than a Minor Use Permit process; and WHEREAS, prior to taking action on this Resolution, the City Council has exercised its independent judgement and reviewed and considered the Santa Clara City Place EIR and the Addendum and concluded that , for the reasons set forth in the Add endum, no further environmental review is required for the modifications to the Approved Project contemplated by the Proposed Project; and

Resolution/ Related Santa Clara Project – Zoning Amendment Page 4 of 6 Rev: 7/27/2023
WHEREAS, on June 18, 2025, a notice of public hearing the July 8, 2025, City Council Hearing for this item was published in the Santa Clara Weekly; and WHEREAS, on June 18, 2025, a notice of public hearing for the July 8, 2025, City Council Hearing for this item was mailed to property owners within a 1,000 foot radius of the Project Site boundaries; and
WHEREAS, pursuant to SCCC Section 18.146.020, on June 26, 2025, notice of the City Council Hearing on July 8, 2025, was posted at City Hall, the Central Park Library, the Mission Branch Library, the Northside Branch Library, and on the City’s website; and WHEREAS, on July 8, 2025, the City Council held a duly noticed public hearing to consider the Addendum to the Santa Clara City Place EIR, the MMRP included as Appendix A to the Addendum identifying applicable mitigation measures from the original MMRP, the Project Approvals, and all pertinent information in the record during which the City Council invited and considered any and all verbal and written testimony and evidence offered in favor of and in opposition to the Proposed Project.

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

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

2. Pursuant to SCCC Sections 18.256.040(a) and 18.256.060 (formerly Sections 18.56.040(a) and 18.56.060, respectively), the City Council hereby finds that the proposed amendments to the PD-MC zoning designation and the MCP are consistent with the General Plan, for the reasons set forth in the General Plan Amendment Resolution;

3. The City Council hereby approves an amendment to Section 18.256.040 (formerly Section

18.56.040) of Chapter 18.256 (Planned Development – Master Community Zoning Districts) of Title 18 (Zoning), subject to the Project Conditions of Approval as attached hereto and incorporated by this reference, as follows:
“18.256.040 Permitted Uses.

Resolution/ Related Santa Clara Project – Zoning Amendment Page 5 of 6 Rev: 7/27/2023
Certain uses may be specifically permitted or permitted by use permit or may be disallowed from any PD-MC plan in accordance with provisions herein below. The PD-MC approval by the City may also require that specific types of uses be incorporated into the overall plan. (a) Any residential, commercial, office, light industrial, SPPE data center (as defined in an applicable PD-MC plan), research and development or public uses may be authorized if they are in harmony with other authorized uses and serve to fulfill the function of the planned development while complying with the City’s general plan.
(b) Massage establishments, as defined in SCCC 5.40.02 0(m), subject to SCCC

18.60.230.B.
(c) The following uses m ay be permitted in this zoning district if they are approved specifically through the zoning entitlement process or approved through a use permit process as specified in Chapter 18.114 SCCC, Conditional and Minor Use Permits:
(1) Auto service or repair;
(2) Drive-through restaurants and services;
(3) Beer and wine or alcoholic beverage service;
(4) Live entertainment and dancing;
(5) Ancillary Data Center (as defined in, and subject to the conditions of, an applicable PD- MC plan);
(6) Non-SPPE Data Center (as defined in, and subject to the conditions of, an applicable PD-MC plan).
(d) The following uses are prohibited, except where specifically authorized in an applicable PD-MC plan adopted by the City Council:
(1) Auto sales;
(2) Appliances and bulk item sales;
(3) Industrial uses and uses involving quantities of hazardous materials that may have potentially significant health consequences;
-

Resolution/ Related Santa Clara Project – Zoning Amendment Page 6 of 6 Rev: 7/27/2023
(4) Wholesaling, warehousing and storage (indoor and outdoo r) operations; (5) Contractor’s yards and other similar uses;
(6) Other uses that, in the opinion of the City Council, are incompatible with the character and nature of the uses provided and approved in the master community plan.”

4. That the City Council hereby approves the amendment to the approved Master Community Plan to add a new Scheme C Supplement for the Related Santa Clara Project, as attached hereto and incorporated herein by this reference, as part of the zoning map of the City.

5. Effective date. This resolution shall become effective at such time as Ordinance No. _____ approving the DA Amendment becomes effective, and if such Ordinance has not become effective by December 31, 2025, this resolution shall be deemed to be void and of no further force or effect.

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 8TH DAY OF JULY 2025, 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. MCP Scheme C Supplement

2. Conditions of Approval

Ordinance/ Related Santa Clara Project – DA amendment Page 1 of 7 Rev: 7/27/2023
ORDINANCE NO. _____

AN ORDINANCE OF THE CITY OF SANTA CLARA, CALIFORNIA

APPROVING AND ADOPTING AN AMENDMENT TO THE

DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SANTA

CLARA AND RELATED SANTA CLARA, LLC, FOR THE RELATED
SANTA CLARA PROJECT LOCATED AT 5155 STAR S AND

STRIPES DRIVE, SANTA CLARA

Addendum to the Santa Clara City Place Environmental Impact Report (SCH #2014072078)
PLN24-00060 (General Plan Amendment, Rezoning, and
Development Agreement Amendment)

Ordinance/ Related Santa Clara Project – DA amendment Page 2 of 7 Rev: 7/27/2023
Disposition and Development Agreement (“DDA”) to define the Developer’s obligations to develop the Approved Project and define terms for ground leasing the Project Site to the Developer; and
WHEREAS, in 2020 and 2021, the City adopted First, Second, and Third Addenda to the 2016 Santa Clara City Place EIR in connection with its approval of the Development Area Plan (“DAP”) for Phase 1, the DAP for Phase 2, and the City Place Revised Soil Import and Earthwork Plans Project, respectively (together, the First, Second, and Third Addenda to the 2016 EIR constitute the “Santa Clara City Place EIR”); and
WHEREAS, the Developer proposes to modify the Approved Project to allow a range of light industrial uses on Parcels 1 and 2 (APN 097-01-073 and 097-01-039) of the Project Site in conjunction with the already-approved office, retail, commercial, hotel, residential, and park and open spaces uses allowed throughout the Project Site without modifying the 9.16 million gross square feet of development or overall development intensities already allowed on the Project Site (the “Proposed Project”); and
WHEREAS, the Developer has applied to amend the General Plan land use designation applicable to the Project Site to allow for a range of light industrial uses within the Urban Center/Entertainment District (“General Plan Amendment”); and WHEREAS, the Developer has simultaneously applied for a Zoning amendment that proposes a text amendment to revise the permitted uses under the PD-MC Zoning designation to include a range of light industrial uses as permitted or conditionally permitted uses within that Zoning district and add a new “Scheme C” land use scenario to the MCP, as more particularly described in the attached MCP Scheme C Supplement (the “Zoning Amendment”); and WHEREAS, the Developer has also requested to amend its existing Development Agreement (“DA”) with the City to incorporate provisions related to the Proposed Project (“DA Amendment”), and City staff have negotiated and recommend the DA Amendment, which is attached hereto and incorporated by this reference; and

Ordinance/ Related Santa Clara Project – DA amendment Page 3 of 7 Rev: 7/27/2023
WHEREAS, the DA Amendment would modify the DA to require: that 15% of housing units constructed in Phase 2 or Phase 3 must be affordable at 100% Area Median Income (AMI) (deeper than the 120% of AMI requirement in the current DA): light industrial uses must pay development impact fees and administrative fees at the levels as and when otherwise due (notwithstanding the vested rights conveyed by the original DA); and light industrial uses must pay a regional traffic fee at $1 per square foot; and
WHEREAS, the Developer has also requested to amend its existing DDA with the City, as previously amended, to incorporate provisions related to the Proposed Project (“DDA Amendment”), and City staff have negotiated and recommended the DDA Amendment (the DDA Amendment, together with the General Plan Amendment, Zoning Amendment, and DA Amendment are the “Project Approvals”); and
WHEREAS, on May 6, 2025, the City Council held a Study Session focused on the Proposed Project, public feedback and the Project Approvals; and WHEREAS, California Government Code Sections 65864 through 65869.5 (“Development Agreement Act”) authorize cities to enter into binding development agreements with any person having legal or equitable interest in real property regarding the development of such property, and these agreements govern the development of the property; and WHEREAS, in order to ensure that all potential environmental impacts of the Proposed Project were thoroughly analyzed, the City c aused a fourth Addendum to the Santa Clara Cit y Place EIR (“Addendum”) to be prepared in accordance with CEQA Guidelines Section 15164; and WHEREAS, on June 11, 2025, the Planning Commission held a duly noticed public hearing, opened and closed for public comments, and at the conclusion of which, the Planning Commission unanimously recommended approval of the DA Amendment; and WHEREAS, prior to taking action on this Ordinance, the City Council has exercised its independent judgement and reviewed and considered the Santa Clara City Place EIR and the Addendum and concluded that , for the reasons set forth in the Addendum, no further environmental review is

Ordinance/ Related Santa Clara Project – DA amendment Page 4 of 7 Rev: 7/27/2023
required for the modifications to the Approved Project contemplated by the Proposed Project; and WHEREAS, on June 18, 2025, a notice of public hearing the July 8, 2025, City Council Hearing for this item was published in the Santa Clara Weekly; and WHEREAS, on June 18, 2025, a notice of public hearing for the July 8, 2025, City Council Hearing for this item was mailed to property owners within a 1,000 foot radius of the Project Site boundaries; and
WHEREAS, pursuant to SCCC Section 18.146.020, on June 26, 2025, notice of the City Council Hearing on July 8, 2025, was posted at City Hall, the Central Park Library , the Mission Branch Library, the Northside Branch Library, and on the City’s website; and WHEREAS, on July 8, 2025, the City Council held a duly noticed public hearing to consider the Addendum to the Santa Clara City Place EIR, the MMRP included as Appendix A to the Addendum identifying applicable mitigation measures from the original MMRP, the Project Approvals, and all pertinent information in the record during which the City Council invited and considered any and all verbal and written testimony and evi dence offered in favor of and in opposition to the Proposed Project.

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

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

SECTION 2. Pursuant to Government Code Sections 65867 and 65867.5, the City Council hereby finds that the provisions of the DA Amendment are consistent with the General Plan, for the reasons set forth in the General Plan Amendment Resolution, which are incorporated by this reference.

SECTION 3. The City Council hereby finds and determines that the DA , together with the DA Amendment (henceforth the “Amended DA”), complies with all requirements of Government Code Section 65865.2, (requiring a development agreement to state permitted uses of the property, the density or intensity of use, the maximum height and size of proposed buildings and provisions for reservation or dedication of land for public purposes) in that as set forth in Section 6.1 of the

Ordinance/ Related Santa Clara Project – DA amendment Page 5 of 7 Rev: 7/27/2023
Amended DA, the terms and conditions of the Amended DA, the Development Requirements and any Subsequent Project Approvals (as those terms are defined in the Amended DA) control the overall design, development and construction of the Project, which controls include the following:
a. The Amended DA specifies the duration of the agreement in section 1.4: 30 years, subject to force majeure extensions;
b. The Amended DA specifies the permitted uses of the property in Recital “D”: retail, restaurants, entertainment, hotels, residential, offices, and light industrial uses; c. The Amended DA specifies the residential density in the attachment: up to 1680 dwelling units on Parcels 4 and 5, which together comprise 94.6 acres, for a maximum possible density of 17.75 dwelling units per acre; d. The Amended DA specifies the intensity of use, in Recital D: Under Schemes A and B, 9,160,000 square feet of development comprising 1,526,000 sf of retail/restaurant/entertainment, 700 hotel rooms, 1680 residential units, and 5,724,400 sf of office;
e. The DA Amendment further specifies the intensity of use, in Recital B: Under Scheme C, 4,517,400 sf of office, 800,000 sf of retail/restaurant/ entertainment, 1,600,000 sf of light industrial, 700 hotel rooms, and 1,680 dwelling units and, as provided in the MCP, as amended, any amount of permitted office use within the City Center Mixed-Use District (Parcels 4 and 5) under Scheme C may be swapped out for an equivalent square footage of retail space, subject to approval through the DAP process, or if a DAP has already been approved, then subject to approval through the Architectural Review process;
f. The Amended DA specifies the maximum height of proposed buildings through reference to the Development Requirements as set forth in the MCP as amended, which establishes a maximum building height consistent with ALUC regulations and

Ordinance/ Related Santa Clara Project – DA amendment Page 6 of 7 Rev: 7/27/2023
Federal Aviation hazard limits pursuant to FAA Federal Aviation Regulations, FAR Part 77 criteria;
g. The Amended DA specifies the maximum size of proposed buildings by in the attachment by identifying the property as having a land use designation of “Urban Center/Entertainment District,” which has a maximum Floor Area Ratio of either 1.0 or 2.0:
h. The Amended DA includes provisions for reservation or dedication of land for public purposes in Recital “D”: a community park in excess of 30 acres.

SECTION 4. The City Council hereby approve s and adopt s the DA Amendment , and hereby authorizes and directs the City Manager to sign the DA Amendment in substantially in the form attached hereto, subject to any such minor and clarifying changes consistent with the terms thereof as may be approved by the City Manager in consultation with the City Attorney prior to the execution thereof.

SECTION 5. The City Manager and/or his /her designee is hereby authorized and directed t o perform all acts to be performed by the City in the administration of the Development Agreement pursuant to the terms of the Development Agreement as amended by this Ordinance, including but not limited to conducting annual review of compliance as specif ied therein. The City Manager or designee is further authorized and directed to perform all other acts, enter into all other agreements and execute all other documents necessary or convenient to carry out the pu rposes of this Ordinance and the Development Agreement, as amended by this Ordinance.

SECTION 6. Except as specifically set forth herein, this Ordinance suspends and supersedes all conflicting resolutions, ordinances, plans, codes, laws and regulations.

SECTION 7. If any section, subsection, sentence, clause, phrase, or word of this Ordinance is for any reason held by a court of competent jurisdiction to be unconstitutional or invalid for any reason, such decision shall not affect the validity of the remaining portions of the Ordinance. The City of Santa Clara, California, hereby declares that it would have passed this Ordinance and each section,

Ordinance/ Related Santa Clara Project – DA amendment Page 7 of 7 Rev: 7/27/2023
subsection, sentence, clause, phrase, and word thereof, irrespective of the fact that any one or more section(s), subsection(s), sentence(s), clause(s), phrase(s), or word(s) be declared invalid.

SECTION 8. This Ordinance shall not be codified in the Santa Clara City Code.

SECTION 9. This Ordinance shall take effect thirty (30) days after its final adoption contingent upon the effectiveness of the General Plan Amendment and Zoning Amendment; 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 8TH DAY OF JULY 2025, 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. Development Agreement Amendment

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RESOLUTION NO. _____

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA

APPROVING AND ADOPTING A SECOND AMENDMENT TO THE

DISPOSITION AND DEVELOPMENT AGREEMEN T BETWEEN

THE CITY OF SANTA CL ARA AND RELATED SANT A CLARA,

LLC, FOR RELATED SAN TA CLARA PROJECT L OCATED AT
5155 STARS AND STRIPES DRIVE, SANTA CLARA
Addendum to the City Place Santa Clara Environmental Impact Report (SCH #2014072078)
PLN24-00060 (General Plan Amendment, Rezoning, and
Development Agreement Amendment)

WHEREAS, on January 31, 2024, Related Santa Clara, LLC (“Developer”), filed a development application to modify the approvals for a mixed-use development project for the approximately 240- acre City-owned site generally located north of Tasman Drive, east of Great America Parkway and San Tomas Aquino Creek, west of Guadalupe River, and south of State Route 237 (APNs: 104-03- 043, 104-03-042, 104-03-041, 104-03-036, 104-01-102, 097-01-039, and 097 -01-073), most of which was formerly occupied by a landfill, Santa Clara Golf & Tennis Club, Fire Station 10, and is now occupied by a Bicycle -Motocross (BMX) track, the Ameresco Methane Plant, the Eastside retention Basin, and vacant lots (“Project Site”); and
WHEREAS, on June 28, 2016, the City Council: certified the Santa Clara City Place Environmental Impact Report (“EIR”) [SCH #2014072078] and adopted a set of CEQA Findings, a Statement of Overriding Considerations, and a Mitigation Monitoring and Reporting Program (“MMRP”) in accordance with the requirements of the California Environmental Quality Act (“CEQA”); adopted a General Plan Amendment changing the Project Site’s land use designation to Urban Center/Entertainment District and making corresponding text and figure changes throughout the General Plan; approved a rezoning of the Project Site to the Planned Development - Master Community (PD-MC) Zoning designation governed by the accompanying Master Community Plan (“MCP”) for the Related Santa Clara project (the “Approved Project,” previously known as “City Place”); and approved a Development Agreement (“DA”) and a Disposition and Development Agreement (“DDA”) to define the Developer’s obligations to -2-
develop the Approved Project and define terms for ground leasing the Project Site to the Developer; and
WHEREAS, in 2020 and 2021, the City adopted First, Second, and Third Addenda to the 2016 Santa Clara City Place EIR in connection with its approval of the Development Area Plan (“DAP”) for Phase 1, the DAP for Phase 2, and the City Place Revised Soil Import and Earthwork Plans Project, respectively (together, the First, Second, and Third Addenda to the 2016 EIR constitute the “Santa Clara City Place EIR”); and
WHEREAS, the Developer proposes to modify the Approved Project to allow a range of light industrial uses on Parcels 1 and 2 (APN 097-01-073 and 097-01-039) of the Project Site in conjunction with the already-approved office, retail, commercial, hotel, residential, and park and open spaces uses allowed throughout the Project Site without modifying the 9.16 million gross square feet of development or overall development intensities already allowed on the Project Site (the “Proposed Project”); and
WHEREAS, the Developer has applied to amend the General Plan land use designation applicable to the Project Site to allow for a range of light industrial uses within the Urban Center/Entertainment District (“General Plan Amendment”); and WHEREAS, the Developer has simultaneously applied for a Zoning amendment that proposes a text amendment to revise the permitted uses under the PD-MC Zoning designation to include a range of light industrial uses as permitted or conditionally permitted uses within that Zoning district and add a new “Scheme C” land use scenario to the MCP, as more particularly described in the attached MCP Scheme C Supplement (the “Zoning Amendment”); and WHEREAS, the Developer has also requested to amend its existing Development Agreement (“DA”) with the City to incorporate provisions related to the Proposed Project (“DA Amendment”), and City staff have negotiated and recommend the DA Amendment; and WHEREAS, the Developer has also requested to amend its existing Disposition and Development Agreement (as previously amended, the “DDA”) with the City to incorporate -3-
provisions related to the Proposed Project, and City staff have negotiated and recommended a draft DDA amendment, which is attached as an Exhibit to this Resolution and incorporated herein by this reference (“Second Amendment to the Disposition and Development Agreement” or the “DDA Amendment”, and the DDA Amendment, together with the General Plan Amendment, Zoning Amendment, and DA Amendment are the “Project Approvals”); and WHEREAS, the DDA Amendment and the Project documents contemplated therein, including ground leases for the Project Site, will provide the City with fair market value for the Project Site, taking into account the development and market risk, extraordinary up-front costs, and reasonable private development return expectations; and WHEREAS, prior to approval of the DDA, the City made findings that the transaction complied with Section 54220 et seq. of the California Government Code (the “Surplus Lands Act”) as it existed at the time, and the City incorporates such findings herein by reference; and WHEREAS, on May 6, 2025, the City Council held a Study Session focused on the Proposed Project, public comments and the Project Approvals; and WHEREAS, in order to ensure that all potential environmental impacts of the Proposed Project were thoroughly analyzed, the City caused a fourth Addendum to the Santa Clara City Place EIR (“Addendum”) to be prepared in accordance with CEQA Guidelines Section 15164; and WHEREAS, prior to taking action on this Resolution, the City Council has exercised its independent judgement and reviewed and considered the Santa Clara City Place EIR and the Addendum and concluded that , for the reasons set forth in the Addendum, no further environmental review is required for the modifications to the Approved Project contemplated by the Proposed Project; and WHEREAS, on June 18, 2025, a notice of public hearing the July 8, 2025, City Council Hearing for this item was published in the Santa Clara Weekly; and WHEREAS, on June 18, 2025, a notice of public hearing for the July 8, 2025, City Council Hearing for this item was mailed to property owners within a 1,000 foot radius of the Project Site boundaries; and
-4-
WHEREAS, pursuant to SCCC Section 18.146.020, on June 26, 2025, notice of the City Council Hearing on July 8, 2025, was posted at City Hall, the Central Park Library, the Mission Branch Library, the Northside Branch Library, and on the City’s website; and WHEREAS, on July 8, 2025, the City Council held a duly noticed public hearing to consider the Addendum to the Santa Clara City Place EIR, the MMRP included as Appendix A to the Addendum identifying applicable mitigation measures from the original MMRP, the Project Approvals, and all pertinent information in the record during which the City Council invited and considered any and all verbal and written testimony and evidence offered in favor of and in oppositio n to the Proposed Project.

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

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

2. The City Council hereby approves the Second Amendment to the Disposition and Development Agreement, and hereby authorizes and directs the City Manager to sign the DDA Amendment (i) substantially in the form attached as an Exhibit hereto, or (ii) in the City Manager’s discretion, in consultation with the City Attorney, in a form that consolidates the existing DDA (as previously amended) and the amendments set forth in the attached form of DDA Amendment into a single Amended and Restated Disposition and Development Agreement, and in either case subject to such minor and clarifying changes consistent with the terms thereof as may be approved by the City Manager in consultation with the City Attorney prior to execution thereof.

3. The Resolution, including the Second Amendment to the Disposition and D evelopment Agreement approval described in Section 2 above, is based on the findings set forth above, the Addendum to the City Place Santa Clara EIR , the Addendum to the City Place Santa Clara EIR Resolution, the General Plan Amendment, the Development Agr eement Amendment, and the Rezoning.
-5-

4. The City Manager is further authorized and directed to perform all other acts, enter into all other agreements and execute all other documents necessary or convenient to carry out the purposes of this Resolution and the Second Amendment to the Disposition and Development Agreement.

5. If any section, subsection, sentence, clause, phrase, or word of this Resolution is for any reason held by a court of competent jurisdiction to be unconstitutional or invalid for any reason, such decision shall not affect the validity of the remaining portions of the Resolution.

The City of Santa Clara, California, hereby declares that it would have passed this Resolution and each section, subsection, sentence, clause, phrase, and word thereof, irrespective of the fact that any one or more section(s), subsection(s), sentence(s), clause(s), phrase(s), or word(s) be declared invalid.

6. Effective date . This Resolution shall take effect at such time as Ordinance No. XXXX approving the Development Agreement becomes effective, and if such Ordinance has not become effective by December 31, 2025, this Resolution shall be deemed to be void and of no further force or effect.

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 8TH DAY OF JULY 2025, 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. Disposition and Development Agreement Second Amendment -6-

SECOND AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT City Place Santa Clara
This Second Amendment to the Disposition and Development Agreement (“Second Amendment”) is entered into as of ____________, 2025 (the “ Second Amendment Effective Date ”), by and between the City of Santa Clara (“ City”), a chartered m unicipal corporation, and Related Santa Clara, LLC (“Developer”), a Delaware limited liability company.

R E C I T A L S
This Second Amendment is made with reference to the following facts, intentions and understandings of the Parties:

A. Background. The City and Developer entered into that certain Disposition and Development Agreement dated August 12, 2016 (as amended from time to time, the “ Agreement”) for the development of City Place Santa Clara. Defined terms in this Second Amendment have the meanings ascribed to them in the original Agreement.

B. Scheme C Variant . At the request of Developer, the City adopted an amendment to the Master Community Plan in the form of a Master Community Plan Scheme C Supplement (City Council Resolution No. 25-_____). The Master Community Plan Scheme C Supplement authorized a new Scheme C Variant that includes the same total development area as Scheme A and Scheme B, having a total of approximately 9,164,400 square feet of mixed use, but would include (i) approximately 800,000 of retail; (ii) the same number of hotel rooms and residential units as Scheme A; (iii) approximately 4,517,400 square feet of office on Parcel 4; and (iv) approximately 1,600,000 square feet of light industrial uses on Parcels 1 and 2 (as described in the Master Community Plan Scheme C Supplement, the “Scheme C Variant”).

C. Environmental Review . The City analyzed the potential environmental impacts of the proposed Scheme C Variant and adopted a Fourth Addendum to EIR (City Council Resolution No. 25-_____), in which it determined that the use of the Project Site under the Agreement, as amended for the Scheme C Variant, are included within the scope of the Project EIR in that the potential environmental impacts of the development and use of the Project Site for the Scheme C Variant under the DDA and the Master Community Plan are addressed in the Project EIR.

Amendments to the Santa Clara General Plan to include a Light Industrial land use for Parcels 1 and 2 and related minor text amendments (City Council Resolution No. 25-______); Amendments to the PD -MC zoning as applicable to the Project Site and adoption of the Master Community Plan Scheme C Supplement (City Council Resolution No. 25-______); Amendments to the Development Agreement (City Council Ordinance No. 25-_________); -7-
Approval of this Second Amendment by City Council Resolution No. ________, and authorizing the City Manager to incorporate the First Amendment to Disposition and Development Agreement and this Second Amendment into an Amended and Restated Disposition and Development Agreement. For purposes of this Second Amendment, revisions to the original Agreement are shown in blue for additions, red for deletions and green for moved or repositioned text.

A G R E E M E N T
In co nsideration of the foregoing Recitals, which a re hereby incorporated into this Second Amendment as if set forth in full, the Parties hereby agree as follows:

Disposition and Development Agreement Amendments
Section 1.2.1 of the Agreement is hereby amended and restated in its entirety to read as follows:

1.2.1 Subdivision. Master Developer intends to submit to the City an application for the Tentative Map in accordance with CSCC Chapter 17.05 (Subdivisions), as may be amended from time to time, in order to create the Airspace Parcels and the Landfill Parcels. The Airspace Parcels as shown on the Tentative Map will consist of those Development Parcels that are congruent with the footprint of the City Landfill Parcels but located above the top of the fill layer of the landfill cap, as more particularly described in the Landfill Operation and Management Term Sheet attached hereto as Exhibit M (the “Landfill O&M Term Sheet”), but excluding any public streets. Within thirty (30) days after recordation of the Fi rst Final Map creating the Airspace Parcels, the Parties shall prepare an Exhibit B-2 that will be appended to this Agreement and become a part thereof that shall set forth the legal description of the Landfill Parcel and the Airspace Parcels. Each Phase of development will be conveyed to the Phase Developer by reference to a subsequent phased Final Map or a metes and bounds description that in either case is consistent with the corresponding Airspace Parcel as shown on the Tentative Map; provided, however, that if the Phase is conveyed by a metes and bounds description, the applicable Phase Developer will be required to record a phased Final Map covering the applicable Phase prior to issuance of the first building permit within the applicable Phase. Each Ground Lease requires the parties to process a boundary adjustment through a lot line adjustment or other legal process upon Completion of the applicable Infrastructure in order to finally determine the boundaries of the applicable Airspace Parcel that is subject to the Ground Lease. The Parties anticipate that each Final Map will identify the Building parcels that are anticipated to be divided into and operated as separate condominium projects. The timing for approvals and filings of Tentative Maps and Final Maps shall be governed by Section

9.5 hereof.

Section 1.5 of the Agreement is hereby amended and restated in its entirety to read as follows:
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1.5 Master Developer’s Role Generally. Master Developer shall be the master developer for the Project, coordinating the development of the Project in cooperation with City, Phase Developers and others as more fully provided herein. Either Master Developer or an assignee of Master Developer pursuant to a “Permitted Transfer,” as described in Section 22.6.1(b) shall have the obligation to serve as th e Phase Developer for Phase 1 and 2, as shown on the Phasing Plan attached hereto as Exhibit E. If the Scheme C Variant is selected as provided under Section 6.2.1(c), then either Master Developer or an assignee of Master Developer pursuant to a “Permitted Transfer” as described in Section 22.6.1(b) or a “Scheme C Consent Transfer” as described in Section 22.4.2(b) shall have the obligation to serve as the Ph ase Developer for any Phase within Parcels 1 and 2 that is Taken Down by Master Developer or its designated Phase Developer(s). Subject to its timely Take Down of Phases 1, 2 and 2A, Master Developer, on behalf of itself or an Affiliate, retains the exclusive option to Take Down Phases 3 through 7 as the Phase Developer thereof in accordance with the terms of this Agreement; provided, however, that the failure of Master Developer to Take Down any Phase other than Phases 1, 2 and 2A shall not affect its option to Take Down future Phases. For the avoidance of doubt, Master Developer, on behalf of itself or an Affiliate, shall not be required to exercise its Phase Option and Take Down all or any portion of Phase 2 or Phase 2A as a prerequisite to its ability to exercise its Phase Option and Take Down any Phase that includes a portion of Parcels 1 or 2 (each Phase Option exercise and Take Down of any Phase that includes Parcel 1 or Parcel 2 that occurs before Phase 2 or Phase 2A, an “Early Take Down”); provided, however, that except as provided in Section 1.7 and Section 3.2.3, an Early Take Down shall not affect the Schedule of Performance applicable to Phase 2 or Phase 2A, or the City’s remedies for Master Developer’s failure to Take Down Phase 1, Phase 2 or Phase 2A by the applicable Outside Dates therefor in the Schedule of Performance, subject to Excusable Delay, as provided in Section 21.2.1(b). In addition to Master Developer ’s other rights and obligations under this Agreement, Master Developer remains obligated to City for the payment of all Financial Obligations hereunder. The procedures applicable to Master Developer’s exercise of an Early Take Down are as set forth in Section 3.2.3.

Section 1.7 of the Agreement is hereby amended to add the following sentence at the end of the paragraph.

The Schedule of Performance includes a Scheme C Overlay Schedule of Performance that applies to the Project unless Land Take Down for Phase 2 occurs before the first applicable Scheme C SOP Overlay Phase Option Notic e Outside Date, as more particularly described in Section 3.2.3.

Section 3.1 of the Agreement is hereby amended and restated in its entirety to read as follows:

3.1 Phasing Plan. The development of the Project will take place over a total of up to eight (8) Phases, each of which is conceptually illustrated on the Phasing Plan attached hereto as Exhibit E. The Phasing Plan illustrates on a conceptual level the -9-
size, and order of the Phases, given City’s and Master Developer’s best estimates of the conditions forecast for the expected development period; however , this Agreement anticipates that other than Phases 1, 2 and 2A (and except as otherwise provided under Section 3.2.3 with respect to an Early Take Down), the subsequent Phases as shown on the Phasing Plan may be reconfigured, re -ordered and/or developed i n partial Phases, subject to the provisions of Article 4 hereof.

Notwithstanding the foregoing, Master Developer’s rights and obligations with respect to Phase 2A shall be as set forth in Section 4.8 below.

Section 3.2.2 of the Agreement is hereby amend ed and restated in its entirety to read as follows:

3.2.2 All Subsequent Phases . Subject to the fulfillment of its obligations under Section 3.2.1 above for Phases 1, 2 and 2A (and except as otherwise provided under Section 3.2.3 hereof with respect to an Early Take Down), Master Developer shall have the right, but not the obligation, to exercise Phase Options for, and to Take Down, Phases 3 through 7. The Take Down of the remainder of the Phases and subsequent development of each Phase may occur in any sequence or order Master Developer chooses, including concurrently, subject to compliance with the provisions of this Agreement.

The following new Section 3.2.3 of the Agreement is hereby added to the Agreement:

3.2.3 Early Take Down.
(a) Early Take Down G enerally. Notwithstanding anything to the contrary in this Agreement (including Section 3.2.1 or Section 3.2.2 hereof) and without limiting the City’s remedies under Section 21.3 (Remedies) and Section 21.4 (Termination) for Master Developer’s failure t o Take Down Phase 1, Phase 2 or Phase 2A by the applicable Outside Dates therefor in the Schedule of Performance, Master Developer, on behalf of itself or an Affiliate, shall have the right to exercise an Early Take Down at any time before or after exercising its Phase Option and/or Taking Down all or any portion of Phase 2 or Phase 2A, and shall have the obligation to exercise an Early Take Down in accordance with the Scheme C SOP Overlay if Land Take Down for Phase 2 has not occurred by the first applica ble Scheme C SOP Overlay Phase Option Notice Outside Date (as further provided in Section 3.2.3(b)). For the avoidance of doubt and ease of administration, the exercise of an Early Take Down shall not result in the renumbering of Phase 1, Phase 2, Phase 2A or Phase 3 for purposes of this Agreement. For example, if Master Developer exercises its Phase Option for Parcel 1 prior to Take Down of Phase 2, Parcel 1 shall be considered “Phase 4”.
(b) Scheme C Schedule of Performance . Exhibit F (Schedule of Performance) also includes a Schedule of Performance Scheme C Overlay (the “Scheme C SOP Overlay”) that sets forth Outside Dates for Phase Option Notice, DAP Submittal, Land Take Down and Commencement of Construction of -10-
Infrastructure for each Phase within Parcels 1 and 2 under Scheme C. The Scheme C SOP Overlay will be triggered only if Land Take Down for Phase 2 has not occurred by the first applicable Scheme C SOP Overlay Phase Option Notice Outside Date.

Once triggered, the next applicable Outside Date will be the earlier to occur of (i) the Outside Date in the Schedule of Performance for the Phase 2 Phase Option Notice; or (ii) the Outside Date in the Scheme C SOP Overlay for the next Parcel 1 or 2 Phase Option Notice. If the Scheme C SOP Overlay Outsi de Date occurs first, then the same framework will apply to all future Phases going forward. If the Phase 2 Schedule of Performance Outside Date occurs first, then the original Schedule of Performance will govern all future Outside Dates. Schedule 3.2.3, attached to this Agreement, sets forth examples of the application of the Scheme C SOP Overlay.

The following new Section 4.1.1(f) of the Agreement is hereby added to the Agreement:
(f) If Multiple Ground Leases are contemplated as provided in Section 4.2.2, the proposed number of Multiple Ground Leases within the Phase, the general geographic boundaries of each and the allocation of Base Rent for each Ground Lease.

Section 4.1.2 of the Agreement is hereby amended and restated in its entirety to read a s follows:

4.1.2 Phasing Criteria. The parties acknowledge and agree that many factors, including, but not limited to, general economic conditions, the local housing market, capital markets, general market acceptability, the adequacy of municipal services, and local tax burdens, will determine the rate at which various product types within the Project can be developed and absorbed. Therefore, with the exception of Phases 1, 2 and 2A (and except as otherwise provided under Section 3.2.3 with respect to an Early Take Down), the boundaries and order of development for each Phase shall be established by Master Developer in connection with its exercise of each Phase Option, so long as any change in Phase boundaries meets the following criteria (collectively, the “Phasing Criteria”): (i) all Phase boundaries depicted in the Phasing Plan remain consistent overall with the Phase boundaries for the EOS Variant (and, if selected, the Scheme C Variant), as shown in the MCP, provided, however, that with the exception of Phases 1, 2 and 2A, each designated Phase is not required to be consistent with the conceptual phasing descriptions set forth in Section 2.3 of the MCP (or Section 2C.3 of the Scheme C Supplement, if selected); (ii) any proposed changes to the Phasing Plan shall not change the dates set forth in the Schedule of Performance (unless extended as permitted hereunder for Excusable Delay); and (iii) no Phase shall be reconfigured such that more than twenty percent (20%) of its land area is reallocated to another Phase or Phases and further provided that Phase 2A shall not be reconfigured without the prior written consent of City, in its sole discretion.
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Section 4.2 of the Agreement is hereby amended and restated in its entirety to (i) add a new Section heading, (ii) amend existing Section 4.2 and renumber it as Section 4.2.1, and (iii) add a new Section 4.2.2, all as follows:

4.2 Partial Phases and Multiple Phase Ground Leases.

4.2.1 Partial Phases . Upon Master Developer’s election, Master Developer shall have the option to submit a Phase Option Notice in accordance with Section 4.1 above for less than all of the land within the boundaries of a particular Phase (as applicable, a “Partial Phase”), except for Phase 2A, for which Master Developer shall not have a Partial Phase option and which shall governed by the provisions of Section 4.8, below. (a) Partial Phase Criteria. In addition to the requirement that the overall Phase meet the Phasing Criteria set forth in Section 4.1.2, above, any such proposed Par tial Phase must meet the following criteria (the “Partial Phase Criteria”), except to the extent otherwise Approved by the City Manager:
(i) The total acreage of such Partial Phase shall be no less than twenty (20) acres; and
(ii) City shall have determined that any remaining portion of the Phase, as shown in the Phasing Plan proposed as part of the applicable Phase Option Notice, constitutes a developable area.
(b) Nomenclature. The first Partial Phase within a Phase shall be referred to in the Phasing Pl an and known as “[Phase Number] -A,” the second Partial Phase shall be referred to in the Phasing Plan and known as “[Phase Number]-B,” and so forth.
(c) Modifications to Allowed Square Footage Table. If any Phase Option Notice is delivered to City for a P artial Phase after the date upon which City and Master Developer have conclusively determined the Allowed Square Footage Table pursuant to Article 10, below, then concurrently with the Phase Option Notice, Master Developer shall deliver to City a modified Allowed Square Footage Table in accordance with Section 10.2, below. City and Master Developer shall work together to finalize the modified Allowed Square Footage Table in accordance with the Approval procedure outlined in Section 10.1, below.
(d) Timing. The failure to meet a Phase Outside Date (as such term is defined in Article 7 , below) for any portion of a Phase shall be governed by Article 7, below; provided, however, that submittal of a Phase Option Notice for the first Partial Phase in Phases 4 through 7 shall adjust the Phase number and Phase Outside Date for all future Phases. By way of -12-
example only, and not limitation, if Phase 6 were partially Taken Down prior to any portion of Phase 5 being taken down, then Phase 6 would become Phase 5 for th e purposes of this Agreement, and the Phase Outside Dates formerly applicable to Phase 5 would apply to the Phase 6 boundaries instead; however, if Phase 5 were partially Taken Down and subsequently Phase 6 were partially Taken Down, then the Phase Outside Dates applicable to Phase 5 would apply to the property within the boundaries of Phase 5, and the Phase Outside Dates applicable to Phase 6 would apply to the property within the boundaries of Phase 6.
(e) Partial Phases for City Center Phases. The City Center Phases may be Taken Down as Partial Phases subject to the foregoing Partial Phase Criteria, provided, however, that a Partial Phase Take Down any of such City Center Phases shall not adjust the Phase numbers or the Phase Outside Dates for those Phases and the Base Rent for a Partial Phase within such Phases shall be calculated in accordance with Section 6.3.3 hereof. (f) Terminology. For the purposes of this Agreement, any use of the term “Phase” shall be deemed to mean one or more Partial Phases, as the context requires.

4.2.2 Multiple Ground Leases. Whether or not Master Developer elects to Take Down Partial Phases in accordance with Section 4.2.1, Master Developer shall have the right to take down each Phase in multiple Ground Leases (as applicable to each Phase, the “Multiple Ground Leases”), subject to compliance with Section 6.6, except for Phase 2A, for which Master Developer shall not have a Multiple Ground Lease option and which shall be governed by the provisions of Section 4.8, below
(a) Multiple Ground Lease Criteria. In addition to the requirement that the overall Phase meet the Phasing Criteria set forth in Section 4.1.2, above, each Multiple Ground Lease must meet the following criteria (the “Multiple Ground Lease Criteria”), except to the extent otherwise Approved by the City Manager.
(i) Master Developer shall have a right to up to three Multiple Ground Leases within each Phase of Parcels 1 and 2 so long as the City shall have determined that the premises under each Multiple Ground Lease and any remaining portion of the applicable Phase constitutes a developable area.

City approval in connection with the applicable DAP appr oval, or subsequently, by and through the City Manager, shall be required for any number of Ground Leases in excess of three Multiple Ground Leases within each Phase of Parcels 1 and 2, provided, however, that City shall not withhold its consent if Master Developer provides reasonably detailed evidence that such additional Multiple Ground Leases are reasonably required to facilitate leasehold financing or attract desirable tenants and the City shall -13-
have determined that the premises under each Multiple Ground Lease and any remaining portion of the applicable Phase constitutes a developable area. The parcel that is the subject of each Multiple Ground Lease shall be a legal parcel for purposes of compliance with the Subdivision Map Act. (ii) Master Developer shall have a right to enter into Multiple Ground Leases for each Phase within Parcel 4 to be established in connection with each applicable Parcel 4 DAP. Master Developer shall identify the proposed number and boundaries of the Multiple Ground Leases in each Phase Option Notice, if known, and in each applicable DAP application. As part of its approval of the applicable DAP application, the City shall not withhold its consent to Multiple Ground Leases for each Phase on Parcel 4 if the request meets the following criteria: (i) Master Developer provides evidence from third-party experts reasonably satisfactory to the City that the requested Multiple Ground Leases in the size and location requested are the minimum reasonably required to facilitate leasehold financing and/or attract desirable tenants; (ii) the City shall have determined that the premises under each Multiple Ground Lease, and any remaining portion of the Phase, constitutes a developable area; and (iii) the total number of Multiple Ground Leases will not exceed ten (10) within Phase 2 or three (3) within each of Phase 3 and the Northwest Office Parcel. The parcel that is the subject of each Multiple Ground Lease shall be a legal parcel for purposes of compliance with the Subdivision Map Act. If additional Multiple Ground Leases are subsequently requested after City Council approval of the applicable DAP application, such additional Multiple Ground Leases may be approved by the City Manager, subject to the Multiple Ground Lease Criteria.
(iii) The annual Base Rent applicable to the Phase to be Taken Down in Multiple Ground Leases shall be allocated amongst the Multiple Ground Leases in accordance with Section 6.8, or otherwise equitably allocated with the City’s approval such that there shall be no decrease to the City of the applicable annual Base Rent applicable to the entirety of the Phase. (iv) Each Multiple Ground Lease must comply with the applicable requirements of Section 6.1.
(b) Nomenclature. Each Multiple Ground Lease in a Phase shall be referred to in the updated Phasing Plan and known as “[Phase Number]- A,” the second Multiple Ground Lease shall be referred to in the Phasing Plan and known as “[Phase Number]-B,” and so forth; provided, however, that if the Multiple Ground Lease is within a Partial Phase, the first Multiple Ground Lease within the Partial Phase will be known as “[Phase Number] – [Partial Phase Letter] -1”; the second Multiple Ground Lease shall be referred to in the Phasing Plan and known as “[Phase Number] –[Partial Phase Letter] -2” and so forth.
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Section 4.3.1 of the Agreement is hereby amended and restated in its entirety to read as follows:

The first paragraph of Section 4.5 of the Agreement is hereby amended and restate d in its entirety to read as follows:

4.5 Designation of Phase Developer . Master Developer shall have the right, simultaneously with its submittal of a Phase Option Notice, to submit a proposal (the “Phase Developer Designation”) to designate another Person as the Phase Developer for the Phase (or Partial Phase or for each Multiple Ground Lease) in question in accordance with the provisions set forth in Article 22 hereof, and shall notify City whether the Phase Developer Designation is a Permitted Transfer or will require a Consent Transfer.

Section 4.5.1 of the Agreement is hereby amended and restated in its entirety to read as follows:

4.5.1 If the Phase Developer Designation would require a Consent Transfer pursuant to Article 22 and if City disapproves of the proposed Phase Developer in accordance with the terms and provisions thereof, then, except to the extent that Master Developer elects to dispute such disapproval in accordance with the dispute resolution provisions of Article 20 hereof, Master Dev eloper shall at its option, exercisable within ten (10) days after its receipt of City’s disapproval, notify City in writing of Master Developer’s election to: (i) become the Phase Developer for such Phase (or Partial Phase or Multiple Ground Lease); (ii) designate another Person as the Phase Developer for such Phase (or Partial Phase or Multiple Ground Lease); or (iii) elect to rescind its exercise of the Phase Option in question. If Master Developer does not elect an option in clause (i) or clause (ii) above within such ten (10) day period, Master Developer shall be deemed to have elected the option in clause (iii).

If Master Developer elects the option in clause (ii) above, then such a designation shall again be a proposed assignment and processed in accordance with the terms of this Section 4.5. This process shall repeat itself until the earliest to occur of the following: (a) Master Developer elects to become the Phase Developer for such Phase (or Partial Phase or Multiple Ground Lease); (b) City approves the proposed Assignment; and (c) Master Developer is deemed to have rescinded its exercise of the Phase Option in question.

Section 4.6 of the Agreement is hereby amended and restated in its entirety to read as follows:
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4.6 Effect of Failure of Master Developer to Exercise Phase Option. Except with respect to Phases 1, 2 and 2A (and subject to Section 3.2.3 with respect to an Early Take Down), if Master Developer fails to submit a Substantially Complete Phase Option Notice to City for any portion of a Phase by the applicable Outside Date (as it may be extended by Excusable Delay, if applicable), such failure shall not constitute a default hereunder by Master Developer but City may submit to Master Developer a Phase Termination Notice and terminate Master Developer’s rights with respect to the applicable Phase (or portion thereof) in accordance with the terms of Article 7 hereof.

The first paragraph of Section 4.8 of the Agreement is hereby amended and restated in its entirety to read as follows:

4.8 Special Procedures for Phase 2A. Pursuant to City Council Resolution No. 16-8337, the City Council adopted the EOS Variant for the parcel shown on the Phasing Plan as Phase 2A (“Phase 2A”), which EOS Variant is reflected in the MCP.

As a public benefit to the Project, the Parties have agreed to proceed with the EOS Variant in which Phase 2A will be reserved for park, recreation and open space uses that are complementary to, and do not unreasonably interfere with, the City Center Phases. In order to impl ement the EOS Variant in connection with the rest of the Project, Phase 2A shall be subject to the following provisions, notwithstanding anything to the contrary in this Agreement, including this Article 4:

Section 4.8.1(e) of the Agreement is hereby amended and restated in its entirety to read as follows:
(e) Master Developer shall pay to the City up to Five Million Dollars ($5,000,000) for the design and construction of the City Place Park, as described in the MCP (the “ City Place Park ”), of which Five Hu ndred Thousand Dollars ($500,000) may be used by the City for planning and design work (including visioning and community outreach and engagement) for the initial concept design (the “City Place Park Design Contribution ”), with the remaining amount to be used for construction of the Phase 2A park (the “City Place Park Construction Contribution”). City shall include its anticipated City Place Park planning and design costs in its Semi-Annual Budget and Master Developer shall advance funds for the City Place Park Design Contribution in accordance with the procedures for payment of City Costs set forth in Section 26 up to the maximum amount payable of Five Hundred Thousand Dollars ($500,000). Master Developer shall pay to City the City Place Park Construction Contribution within thirty (30) days after request by City, but in no event earlier than the City’s Commencement of the City Place Park improvements. City shall use the City Place Park Construction Contribution solely for Hard Costs for construction of the City Place Park and shall provide Master Developer with quarterly invoices showing its expenditure of the City Place Park Construction Contribution up to the maximum amount.
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Section 5.1.3 of the Agreement is hereby amended and restated to replace “to t he extent know” with “to the extent known”.

Sections 5.3.1(b)(i) and 5.3.1(b)(ii) of the Agreement is hereby amended and restated in its entirety to read as follows:
(b) Final Station Site Improvements.
(i) Promptly after the later to occur of (i) Ci ty acquisition of the City Council-approved relocation site for the Fire Station (the “Relocation Trigger Event”), and (ii) the date that the Schedule C Entitlements have become final, binding and non-appealable, Master Developer, at its sole cost and expe nse but in consultation with City staff, shall promptly prepare conceptual design drawings for the final station in the approved location (the “Final Station Site Improvements”) along with an anticipated construction schedule. Conceptual design drawings for the Fire Station Site Improvements shall be at a level of detail reasonably acceptable to City staff for presentation to the City Council for approval. City Council approval of the Final Station Site Improvements shall be a condition to Commencement of Infrastructure within Phase 2 or any Parcel subject to a DAP approved under Scheme C, whichever occurs first; provided, however, if Developer is ready to Commence Infrastructure within Phase 2 or any Parcel subject to a DAP approved under Scheme C, as app licable, and the Relocation Trigger Event has not yet occurred, then Developer may Commence the applicable Infrastructure, and its obligation to prepare conceptual design drawings and a construction schedule for the Final Station Site Improvements shall be deferred until such time as the Relocation Trigger Event has occurred.
(ii) Subject to the terms of Section 5.3.1(b)(iii), below, Master Developer shall Complete the Final Station Site Improvements no later than the earlier to occur of (1) issuance of the first Certificate of Occupancy for any Building within Phase 2; or (2) issuance of Certificates of Occupanc y for the first 1,000,000 square feet of development of Parcels 1 and 2 combined.

The following new Section 5.3.8 of the Agreement is hereby added to the Agreement:

5.3.8 Pedestrian/Bicycle Connection.
(a) Feasibility Study. Exhibit 3C-12 of the Scheme C Variant identifies a potential location for a pedestrian/bicycle connection between Parcels 2 and Parcel 4, subject to confirmation through a Developer -funded study as provided in the Disposition and Development Agreement. In furtherance thereof, in connection with the submittal of a DAP for Parcel 2 or Parcel 4, whichever is earlier, Developer shall cause to be prepared, at Developer’s sole cost and expense, a feasibility study that will identify, comparatively evaluate and develop schematic designs for two potential locations for a pedestrian and bicycle bridge that could connect Parcel 2 to the East Park on Parcel 4 (the “Ped/Bike Connection”). The Ped/Bike Connection shall -17-
include a pedestrian and bicycle path within Parcel 2 that conveniently serves to connect residents of the Tasman East development located south of Parcel 2 to the eastern end of the proposed Ped/Bike Connection bridge. As part of the study, Developer shall confer with applicable agencies having jurisdiction to ensure that then-available design criteria are considered in the feasibility study, but the feasibility study shall not require approval of such agencies. The feasibility study shall use existing survey and mapping information to develop the two options of schematic plans and sections that will include the following elements:

a description of existing conditions;
space planning and land use;
preliminary grading plans;
ADA access requirements;
a summary of all construction codes applicable to the proposed design; and basic structural, civil and lighting requirements.

The feasibility study shall also, at a concept level, address and evaluate the following for each of the two options:
physical constraints,
future environmental clearances and regulatory approvals that wo uld foreseeably be required, and
effectiveness of each option to meet the goal of pedestrian and bicycle connectivity between Tasman East and Parcel 4, all at a level of detail reasonably designed for the City to evaluate the feasibility of the Ped/Bike Connection, including the environmental and permitting processes and challenges, and obtain preliminary cost estimates.

Land Reservation. Each applicable DAP for Parcel 2 and Parcel 4 will include a reservation of land reasonably sufficient to accommodate the locations for the Ped/Bike Connection identified in the feasibility study, including land within the western edge of Parcel 2, the area reserved for the East Park on Parcel 4, and connecting the Ped/Bike Connection to the Tasman East development. The feasibility study and land reservation through the grant of a public land and aerial easements for construction, operation, and maintenance shall constitute the full extent of Developer’s obligations with respect to the Ped/Bike Connection.

City Election; Termination of Land Reservation.

(i) No later than eighteen (18) months after any Land Take Down that includes the proposed locations for the Ped/Bike Connection, the City shall notify Developer in writing as to whether it chooses to pursue the desi gn, permitting and construction of the Ped/Bike Connection, and if so, in which of the two potential locations. If City decides to proceed, the City shall bear all costs and expenses associated with the Ped/Bike Connection. Developer’s obligation to rese rve the -18-
applicable land shall terminate and Developer may use the applicable portion of land for any use consistent with the Project Approvals in any of the following cases:
(A) City notifies Developer of its intent not to pursue the Ped/Bike Connection;
(B) if City elects to pursue the Ped/Bike Connection in one of the two potential locations, the land reservation for the location not chosen shall terminate upon such election;
(C) City fails to notify Developer of its intent to pursue or not pursue the Ped/Bike Connection within eighteen (18) months after any Land Take Down that includes the proposed locations for the Ped/Bike Connection; or
(D) City elects to pursue the Ped/Bike Connection but fails to commence construction within three (3) years after such election, subject to Force Majeure; provided that such period of time may be extended for a period of time reasonably approved by Developer if the City has obtained all necessary entitlements and applicable permits have been issued within such three (3) year time period.

Section 6.1.9(d) of the Agreement is hereby amended and restated in its entirety to read as follows:
(d) To the extent that Take Down of any of Phases 3 through 7 has not occurred within ten (10) years after the first to occur of either (i) execution and delivery of a Ground Lease for Phase 2, or (ii) execution and delivery of the first Ground Lease for Parcel 1 or Parcel 2 under Scheme C, then the initial annual Base Rent for each such Phase shall increase at the rate of three percent (3%) per annum from the end of such period until the date that the Phase Option is exercised with respect to such Phase.

The following new Section 6.1.9(e) of the Agreement is hereby added to the Agreement:
(e) Except as may otherwise be adjusted under Section 6.1.9(a) above, the amount of initial Base Rent for a Ground Lease for Parcels 1 and 2 shall remain the same under for any Ground Lease entered into pursuant to an approved DAP for any of Scheme A, Scheme B or Scheme C with the following exception:
each Ground Lease for Parcel 1 or Parcel 2 under Scheme C shall include an escalator clause substantially in the form attached hereto as Schedule 6.1.9(e) that will increase Base Rent if a Data Center is constructed on the applicable premises.

Section 6.2.1(c) of the Agreement is hereby amended and restated in its entirety to read as follows:
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(c) Prior to the earlier to occur of (1) execution of the first Ground Lease for all or any portion of Parcels 1 or 2 for which the City has approved a DAP that relies on the Scheme C Variant densities and land uses; or (2) execution of a Ground Lease for all or any portion of Parcel 4 for which the City has approved a DAP that relies on the Scheme C Variant densities or land uses and would cause total development within P arcel 4 to exceed the maximum density (including Development Transfers allowed therein) permitted under Scheme A or Scheme B.

Master Developer shall submit to the City a written election to proceed under the Scheme C Variant of the MCP and its agreement th at all future DAPs will be reviewed for consistency with the Scheme C Variant.

Section 6.2.2(c) of the Agreement is hereby deleted in its entirety.

Section 6.4 of the Agreement is hereby amended and restated in its entirety to read as follows:

6.4 Memorandum of Ground Lease and Revised Phasing Plan . Upon the execution and delivery by City and the Phase Developer of any Ground Lease within a Phase, City shall execute and deliver (i) a Memorandum of Ground Lease in recordable form in substantially the form a ttached to the Ground Lease, and (ii) a revised Phasing Plan which shall set forth the updated Phasing Plan that reflects the boundaries of the Phase then being Taken Down, including Multiple Ground Lease boundaries within such Phase reflecting the nomencl ature described in Section

4.2.2(b). Within five (5) Business Days after execution of each Ground Lease, Master Developer shall record the Memorandum of Ground Lease in the Official Records and shall deliver to City original copies of the fully-executed Ground Lease and Memorandum of Ground Lease. The revised Phasing Plan shall be subject to Section 29.29 hereof (Plans on Record with City).

Section 6.5 of the Agreement is hereby amended and restated in its entirety to read as follows:

6.5 Effect of Failure of Master Developer to Take Down a Phase. Except with respect to Phases 1, 2 and 2A (and except as otherwise provided under Section 3.2.3 with respect to an Early Take Down), if Master Developer fails to Take Down any portion of a Phase by the applicable Outside Date (as it may be extended by Excusable Delay, if applicable), such failure shall not constitute a default hereunder by Master Developer but City may submit to Master Developer a Phase Termination Notice and terminate Master Developer’s rights with respect to the applicable Phase (or portion thereof) in accordance with the terms of Article 7 hereof.

Section 6.6 of the Agreement is hereby amended and restated in its entirety to read as follows:

6.6 Multiple Ground Leases within a Phase.
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6.6.1 Multiple Ground Leases Perm itted; Phase Outside Dates Not Affected. Master Developer shall have the option to Take Down each Phase in Multiple Ground Leases so long as the conditions set forth in Section 4.2.2 and Section 6.2 are met or waived by the applicable Party. Take Down of any of Phase by Multiple Ground Leases shall not adjust the Phase numbers or the Phase Outside Dates for the applicable Phase.

6.6.2 Initial Base Rent for Multiple Ground Leases. Notwithstanding the provisions of Sections 6.1.9(a) and 6.1.9(b), above , if Master Developer Takes Down a Phase with Multiple Ground Leases, as provided in Section

4.2.2 above, the initial annual Base Rent for each Multiple Ground Lease shall be determined by multiplying the Base Rent for the applicable Phase as set forth in Section 6.1.8 (as increased, if applicable, pursuant to Section

6.1.9(d) hereof) by a fraction, the numerator of which is the gross square feet of the land area of the premises subject to the applicable Multiple Ground Lease and the denominator of which shall be the gross square feet of the land area of the Phase, as shown in the Phasing Plan for the Project as of the Reference Date. Notwithstanding the foregoing, if requested by Master Developer and subject to City approval, the Initial Base Rent may be equitably allocated amongst all Multiple Ground Leases in the applicable Phase in a different proportion so long as there shall be no decrease to the City of the annual Base Rent applicable to the entirety of the Phase.

The first two sentences of Section 7.1 of the Agreement are hereby amended and restated in its entirety to read as follows:

7.1 Notice of Intent to Terminate . The Schedule of Performance attached as Exhibit F hereto (which includes the Scheme C SOP Overlay) sets forth the Outside Dates for certain events over the life of the Project, including: (i) submission of Phase Option Notices for each Phase; (ii) submission of a Substantially Complete DAP for each Phase; and (iii) Taking Down each Phase (these three Outside Dates together shall be referred to herein as the “Phase Outside Dates”). Except with respect to Phases 1, 2 and 2A, if Developer fails to meet any Phase Outside Date (as it may be extended by Excusable Delay, if applicable) for all or any portion of a Phase (including any Phase within Parcels 1 and 2 that becomes subject to the Scheme C SOP Overlay), such failure shall not constitute a default hereunder by Developer, but City may notify Developer that City intends to terminate Developer’s rights with respect to the portion of the applicable Phase for which Developer has not met the Outside Date in question, based on the Pha se boundaries depicted in the Phasing Plan then in effect (the “Phase Termination Notice”).

The following new Section 7.3 of the Agreement is hereby added to the Agreement:

7.3 Special Provisions for Parcels 1 and 2 . The provisions of Section 7.1 and Section 7.2 apply equally to a failure to meet the Outside Dates in the Scheme C SOP Overlay, except as follows: If (i) the City sends Developer a Phase Termination Notice for -21-
any of the three Phases within Parcels 1 or 2 due to failure to meet the applicable Outside Dates in the Scheme C SOP Overlay, and (ii) Developer does not choose to remedy the Phase Termination Notice as provided in Section 7.1, Developer may, instead, send the City a written notice within forty-five (45) days of the City’s Phase Termination Notice in which Developer agrees to forfeit one of the Scheme C Phases within Parcels 1 and 2, such that the selected Phase will become subject to termination and the Development Opportunity under Section 7.1 and Section 7.2. Developer, at its election, may select the Phase to be forfeited provided, however, that the Parcel 2 Phase identified on the Phasing Plan as Phase 7 (i.e., the southeastern portion of Parcel 2) may only be selected if the Parcel 1 Phase (identified on the Phasing Plan as Phase 5) and the southwestern Parcel 2 Phase (identified on the Phasing Plan as Parcel 6) have not previously been Taken Down or forfeited. If Developer fails to either cure the Phase Termination Notice or make its forfeiture election within such forty-five (45) day period, the City, in its sole discretion, may select the applicable forfeiture Phase that will be subject to termination and the Development Opportunity pursuant to Section 7.1 and Section 7.2.

Section 9.1.1 of the Agreement is hereby amended and restated to replace “(subject to Excusable Delay), as relevant” with “(subject to Excusable Delay, as relevant)”.

Section 9.1.4 of the Agreement is hereby amended and restated in its entirety to read as follows:

9.1.4 Construction Covenants under CC&Rs and Certain Ground Leases. Without limiting Section 9.1.3, the Master CC&Rs will include a covenant requiring the construction of all buildings to be prosecuted diligently and continuously, and further requiring the owner of any work of construction that is left in an unfinished state for more than one hundred and twenty (120) consecutive days or a total of one hundred and eighty (180) days to take reasonable measures to protect public health and safety, protect the building structure from the elements and screen unsightly elements from view (such as fencing, painting or attractive screens or coverings) (the “Construction Covenant”). The City shall be a named third party beneficiary of the Construction Covenant. The Master CC&Rs shall provide the master association thereunder with a right of entry to enforce the Construction Covenant and a right to impose special assessments to recover any costs expended in connection with the enforcement thereof. If, at the time of execution of a Ground Lease, the Master CC&Rs have not yet been recorded against the applicable Ground Lease parcel, the applicable Ground Lease will include a Construction Covenant consistent with this Section 9.1.4 covering the period from the Commencement Date of the Ground Lease through recordation of the Master CC&Rs against the applicable Ground Lease premises that includes the Construction Covenant.

The following new Sections 9.4 and 9.5 of the Agreement are hereby added to the Agreement, and the numbering in the remainder of Article 9 is hereby adjusted accordingly:

9.4 Form of CC&Rs; Timing . City and Developer shall agree on the form of Master Conditions, Covenants and Restrictions (as more particularl y defined in -22-
Exhibit H attached hereto, the “Master CC&Rs”) and record the same prior to the issuance of a Certificate of Occupancy for the first Building constructed within the Project. Each Phase shall be annexed into the first recorded set of Master CC &Rs (and Area Specific CC&Rs, if applicable), no later than the issuance of the Certificate of Occupancy for the first Building constructed within the applicable Phase.

9.5 Subdivision Maps. A Tentative Map or Vesting Tentative Map covering all of the property within a particular Phase shall be approved by Council before Take Down of all or any portion of the applicable Phase. A Final Map approved to the satisfaction of the Director of Public Works shall have been filed for recordation for the applicable Phase prior to the issuance of any certificate of occupancy for any building located within the Phase.

The words “conditions set forth in Section 9.3” contained in the first sentence of each of Sections 9.6 and 9.7 of the Agreement (as such section numbers have been amended pursuant to the foregoing paragraph) are hereby amended and restated in their entirety and replaced with “conditions set forth in Section 9.3 and 9.4”.

Section 14.2 of the Agreement is hereby amended and restated in its entirety to read as follows:

14.2 Apportionment of Costs.

14.2.1 City Landfill Costs; Excluded Landfill Costs; Shared Landfill Costs. (a) City Landfill Costs Defined. For purposes of this Agreement, the term “City Landfill Costs” includes all costs incurred by the City related to its operation and maintenance of the landfill on the Project site, but expressly excluding all of the following costs, unless, and only to the extent that, such costs are incurred as a direct result of Master Developer’s construction activities or Project operations:
(i) Costs related to activities conducted on the City Landfill Parcels by third - parties (e.g., 49ers parking; the BMX facilities/activities), or by other City departments or City agencies unrelated to the ongoing operation and maintenance of the landfill (e.g., City employee parking or City-sponsored special events); (ii) Costs of repair or damage caused by the sole negligence or misconduct by the City or any of its employees, contractors, agents, invitees or licensees; (iii) Costs related to remedial responses (including any related fines, penalties or other administrative costs) or other actions undertaken by the City due to the existence, release, migration, leakage and/or escape, transport, generation, remediation and/or mitigation of any Hazardous Materials located on, at or under the City Landfill Parcels as of the Effective Date, or that later migrate or come to be located on, at or under the City Landfill Parcels after the Effective Date, except to the extent that such remedial response was required as a result of Master Developer’s Environmental Activity;
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(iv) Costs incurred for activities on any property located outside of the City Landfill Parcels; and
(v) Costs incurred in connection with the use and operation o f the City Utility Facility parcel designated in the MCP, including the retention basin and storm drain pump station, sewer pump station, and various other public facilities located thereon. (b) Shared Landfill Costs. In addition, the Parties hereby agree that City Landfill Costs will include only fifty percent (50%) of costs incurred by the City for landfill operation and maintenance activities on or related to any of the City Landfill Parcels that Master Developer has either not yet Taken Down nor conduc ted physical construction activities of any kind thereon (but expressly excluding any costs related to items 14.1(a) (i) through (v) above) (such costs, the “Shared Landfill Costs”). As of the Second Amendment Effective Date, the City Landfill Parcels tha t Master Developer has either not yet Taken Down nor conducted physical construction activities of any kind thereon consist of Parcels 1 and 2. (c) Excluded Landfill Costs Defined . For purposes of this Section 14.2, the defined term “ Excluded Landfill C osts” shall mean, collectively, (i) the items described in subsections 14.2.1(a)(i) through (v) (except to the extent that, such costs are incurred as a direct result of Master Developer’s construction activities or Project operations), and (ii) the other 50% of Shared Landfill Costs not assumed by Master Developer under Section 14.2.1(b). City shall be solely responsible for all Excluded Landfill Costs without right of reimbursement.

14.2.2 Establishment of Initial and Adjusted Baseline.
(a) Initial Baseline. The Parties have agreed that as of the Effective Date (i.e., August 12, 2016), the City’s baseline for City Landfill Costs is deemed to be Four Hundred Fifty Thousand Dollars ($450,000) per year (the “Initial Baseline”). The Initial Baseline will be increased by a CPI Adjustment on each anniversary of the Effective Date, with the last adjustment to occur as of August 12, 2023. (b) Adjusted Baseline. The Parties have agreed that the City’s baseline for City Landfill Costs as of August 13, 2024 is dee med to be $650,000 (the “ Adjusted Baseline”). The Adjusted Baseline will be increased by a CPI Adjustment on July 1, 2025 and each July 1 thereafter during the Term.

Notwithstanding the foregoing, for fiscal year 2025/26, City shall provide Master Developer with the relevant budget and supporting information for fiscal years 2025/26 on or around the Effective Date hereof and the meet and confer process shall occur within thirty (30) days after the Second Amendment Effective Date.

Notwithstanding the foregoing, the Parties acknowledge that the proposed budget is subject to review and approval by the City in its sole and absolute discretion. City shall use reasonable good faith efforts to keep Master Developer apprised during the course of each fiscal year as to budget overruns.
(ii) Contract Tracking. With respect to any third-party contracts for City Landfill Costs, City will direct each such contractor to track its scope of work and costs in a manner reasonably designed to readily identify City Landfill Costs that are included in the Annual Landfill Statement (as defined in Section 14.2.3(b)) and those that are Excluded Landfill Costs, including identifying, to the extent appropriate and feasible, the geographic location of work undertaken by the applicable contractors. In addition, City will instruct relevant City staff working on the maintenance and operation of the landfill on the City Landfill Parcels to record time in a man ner that can readily identify Excluded Landfill Costs.
(b) Invoice and Payment. Within ninety (90) days after the end of each City fiscal year during the Term, starting with the fiscal year 2024/25, City shall provide Master Developer with a written repo rt (the “ Annual Landfill Statement ”) that contains, at a minimum, the following information: (i) the amount of City Landfill Costs incurred by City for the previous fiscal year (including “open book” backup of such costs, including copies of invoices); (ii) if a particular City Landfill Cost might pertain to both City Landfill Costs and Excluded Costs, an equitable allocation of such costs between City Landfill Costs and Excluded Landfill Costs; (iii) a report or certification by a qualified engineer to co nfirm the costs properly reflect the City Landfill Costs calculated in accordance with this Section 14.2; and (iv) the amount by which the City Landfill Costs for the applicable fiscal year exceeded the Adjusted Baseline for the applicable fiscal year, sub ject to the maximum cap as set forth in Section 14.2.3(c) below (the “Developer Annual Landfill Payment”). Within sixty (60) days following its receipt of the Annual Landfill Statement, Master Developer shall (a) pay the City the amount of the Developer Annual Landfill Payment that is uncontested, plus (b) to the extent that Developer contests any amounts of the Developer’s Annual Landfill Payment or the appropriateness of any City Landfill Costs contained therein (e.g., whether any of such City Landfill C osts should be excluded as an Excluded Landfill Cost), a written response to the Annual Landfill -25-
Statement, including a reasonably detailed analysis of the reasons for contest. City and Master Developer shall, for sixty (60) days after Master Developer’s submittal of such written response, attempt to resolve their differences concerning any contested amounts of the Developer Annual Landfill Payment; if they are unable to do so, either of them may submit the matter to arbitration as provided in Article 20. (c) Each year, Master Developer’s obligation to reimburse City for that year’s Developer Annual Landfill Costs pursuant to this Section 14.2 shall be limited to the lesser of (i) the Developer Annual Landfill Payment and (ii) an amount originally equal t o (x) One Million Three Hundred Fifty Thousand Dollars ($1,350,000), increased by a CPI Adjustment on July 1 of each year, starting on July 1, 2025 (as adjusted from time to time, the “Adjusted Landfill Term Cap”). Master Developer may assign this obligat ion without prior consent of City to the Master Owners’ Association established for the Project Site, which obligation may be documented in the Master CC&Rs or other appropriate instrument recorded against the Airspace Parcels. The provisions of this Section 14.2 shall survive any expiration or termination of this Agreement with respect to Master Developer and all Phase Developers.

14.2.4 Apportionment of City Landfill Costs before July 1, 2024 . This Section

14.2.4 applies only to City Landfill Costs incurred between the Effective Date and June 30, 2024.
(a) Meet and Confer; Final Payment Amounts . Promptly upon the Second Amendment Effective Date, City and Master Developer shall meet and confer to review and agree on the amount of City Landfill Costs incurred by the City during the period between the Effective Date and June 20, 2024 (the “Initial Landfill Term”), taking into account exclusions attributable to the Excluded Landfill Costs for such period. Within ninety (90) days after the Second Amendment Effective Date (as such date may be extended by the reasonable agreement of the Parties), the Parties shall agree on the following: (i) the total amount of City Landfill Costs incurred by City during the Initial Landfill Term; (ii) the Initial Baseline for each year of the Initial Landfill Term as adjusted on each Anniversary Date of the Effective Date; (iii) the amount by which City Landfill Costs for each year of the Initial Landfill Term exceeded the Initial Baseline, as adjusted for the applicable year, up to a maximum annual cap of One Million Dollars ($1,000,000) as of the Effective Date, increased by a CPI Adjustment on each Anniversary Date of the Effective Date thereafter through August 12, 2023 (the “Initial Landfill Term Cap”); and (iv) the total amount due from Master Developer for the Initial Landfill Term, payable pursuant to Section

14.2.4(b) below. If the Parties are unable to agree on any of the foregoing matters within such 90 -day period, either Party may submit the matter to arbitration as provided in Article 20.
(b) Master Developer Payment. Master Developer shall reimburse the City for seventy-five percent (75%) of the amount by which City Landfill Costs incurred during each year or partial year of the Initial Landfill Term exceeded th e Initial -26-
Baseline (as adjusted in accordance with Section 14.1.2(a)) for each applicable year or partial year), up to the applicable Initial Landfill Term Cap in effect for each applicable year or partial year (the “Initial Landfill Term Payment”). The Initial Landfill Term Payment shall be due on the later to occur of (i) thirty (30) days after the Parties agree on the amount of the Initial Landfill Term Payment under Section

14.1.4(a) (including resolution of all disputes to the extent submitted to arbitration under Article 20); and (ii) thirty (30) days after the Scheme C Entitlements become final, binding and unappealable. For avoidance of doubt, the Initial Baseline and the Initial Landfill Term Cap, as both adjusted in accordance herewith, shall remain in effect through June 30, 2024, after which time, the Adjusted Baseline and the Adjusted Landfill Term Cap shall go into effect. The last Initial Landfill Term Payment shall be for the period of August 12, 2023 through June 30, 2024.

The third sentence of Section 15.2.2(a) of the Agreement is hereby amended and restated in its entirety to read as follows:

The procedures for establishment of the Master Developer share of costs for Public Streets (which procedures may be adjusted in subsequent DAP appl ications by mutual agreement) shall be established prior to final approval of the Master CC&Rs pursuant to Section 9.4 and the ongoing funding obligation shall be reflected in the Master CC&Rs.

The final sentence of Section 15.2.2(b) of the Agreement is hereby amended and restated in its entirety to read as follows:

The procedures for establishment of the Developer’s costs and the Party responsible for the Park Maintenance (which procedures may be adjusted in subsequent DAP applications by mutual agreement) shall be established prior to final approval of the Master CC&Rs pursuant to Section 9.4 and the ongoing funding obligation shall be reflected in the Master CC&Rs.

Section 15.2.2(c)(ii) of the Agreement is hereby amended and restated in its entirety to read as follows:
(ii) Fire. City will provide appropriate fire protection services and equipment to the Projec t at its sole cost and expense, except as otherwise provided in this subsection (ii). At any time (at Master Developer’s election) after approval of the PCLUP for the Project but in no event later than in connection with the DAP application for Phase 2, C ity will commission at Master Developer’s expense an independent study by a third party expert jointly selected by City and Master Developer (the “ Fire Protection Assessment Study ”) that will provide an assessment and recommendations for the level of fire protection services (equipment, FTEs and equipment replacement costs and timing) to address hazardous materials issues on the Landfill Parcel (collectively, “Fire Protection Services Obligations”).

The study will also include recommendations for the timing of such equipment and FTEs in relation to the development of the Project. No later than the first DAP -27-
application to be submitted for Scheme C on either Parcel 1 or Parcel 2, as applicable, the City, in consultation with Master Developer and at Master Developer’s expense, will cause the selected third -party expert to update the Fire Protection Assessment Study. Developer shall be obligated to pay the costs for Fire Protection Services Obligations at the level and in accordance with the timing set forth in the Fire Protection Assessment Study up to a maximum of 4.5 fire protection FTEs annually, one piece of equipment if recommended by the study and replacement costs for such equipment at such times as indicated by the study.

The following new Section 22.4.2(b) of the Agreement is hereby added to the Agreement, and the numbering in the remainder of Section 22.4.2 is hereby adjusted accordingly:
(b) Unless this Section 22.4.2(a) is waived by the City Council in its sole discretion, if the Scheme C Variant is selected in accordance with Section 6.2.1(c), Master Developer shall not undertake a Consent Transfer for any Phase within Parcels 1 and 2 until the Infrastructure in the applicable Phase is Substantially Complete, unless all of the following conditions are satisfied (which conditions shall be in addition to, and not in lieu of, all other conditions applicable to a Consent Transfer) (a Consent Transfer meeting these requirements, a “ Scheme C Consent Transfer”):
(i) Master Developer has provided evidence reasonably satisfactory to the City that Master Developer will continue to maintain an active and continuing ownership or management role in the development of the applicable Phase; (ii) In evaluating the qualifications of the Transferee Team and the satisfaction of the Experience Requirement, the City is reasonably satisfied that the proposed Phase Developer has the requisite experience in the ownership, operation, management and development of light industrial uses at a scale and quality as necessary to fully comply with the applicable standards and guidelines of the MCP; and (iii) The Consent Transfer will not result in a release of Master Developer under Section 22.7 with respect to the obligations hereunder with respect to the Transferred Phase.

The first sentence of Section 22.5.2 of the Agreement is hereby amended and restated in its entirety to read as follows:

22.5.2 City’s Consent; Standards . The withholding or conditioning of City’s consent to any proposed Consent Transfer shall be reasonabl e and shall be based solely on one or more of the following criteria (and, with respect to a Scheme C Consent Transfer, the additional conditions specified in Section 22.4.2(b)):

Section 24.1.1 of the Agreement is hereby amended and restated in its entirety to read as follows:
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24.1.1 “Force Majeure” means any delay suffered by a Party in performing an obligation, exercising a right or meeting a deadline under any of the Project Documents to the extent such delay is caused by any of the following: war; acts of terrorism; insurrection; strikes or lock-outs not caused by, or outside the reasonable control of, the Party claiming an extension; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation not caused by, or outside the reasonable control of, the Party claiming an extension; governmental restrictions or prior ity; environmental conditions existing or discovered on or affecting the Project Site or any portion thereof, including those resulting from the investigation or remediation of such conditions; litigation that enjoins construction or other work on the Project Site or any portion thereof, causes a lender to refuse to fund a loan or to accelerate payment on a loan, or would cause a reasonably prudent developer either to forbear from commencing construction or other work on the Project Site or any Phase or portion thereof or to suspend construction or other work; market-wide disruptions in (i) the public financing markets that delay or materially increase the cost of public financing for the Project to the extent such public financing was reasonably anticipated by Master Developer in a Financing Plan submitted under Section 5.1.2 in connection with its construction of public improvements, or (ii) in the private financing markets due to market -wide financial crises (such as the 2008 Global Financial Crises; the S&L Crisis of the 1980s; or fallout from the COVID -19 pandemic) that materially limit or delay the availability of private financing (items (i) and (ii) collectively, “ Market-Wide Disruptions ”); unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor or supplier; moratorium, as defined in California Government Code Section 66452.6(f); litigation, ballot measures or referenda challenging City’s or another regulatory body’s approval of the Project (or any part thereof) or any of the Project Documents; the inability to obtain on a timely basis other approvals required for commencement and completion of the improvements contemplated for the Project (assuming that Developer is using commercially reasonable efforts to obtain such approvals); actions or inquiries by a Governmental Authority; the occurrence of Landfill or other construction cost premiums that render development of a Parcel or portion thereof commercially uneconomic; and delays caused by the City’s inability to comply with its obligations regarding title under Article 13 hereof. Without limiting the foregoing, (1) the time for performance of Developer’s obligations to submit a Substantially Complete DAP application and to Take Down land for any particular Phase under the Schedule of Performance shall be extended for each day that the City exceeds its review and approval periods for the applicable DAP application as set forth in the DAP Procedures; and (2) the time for performance of Developer’s obligations to meet the outside dates set forth in the Phase Schedule of Performance for an applicable Phase shall be extended for each day that the City exceeds its review and approval periods for the applicable architectural review application as set forth in the DAP Procedures.
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Section 24.1.3 of the Agreem ent is hereby amended and restated in its entirety to read as follows:

24.1.3 Notwithstanding anything to the contrary in this Section 24.1, the following shall not be Excusable Delay: (1) the lack of credit or financing, unless such lack is the result of Materially Adverse Economic Conditions or arises in connection with a Market-Wide Disruption; or (2) the appointment of a receiver to take possession of the assets of Developer, an assignment by Developer, for the benefit of creditors, or any other action taken or suffered by Developer under any insolvency, bankruptcy, reorganization, moratorium or other debtor relief act or statute.

The following new Section 24.1.4 of the Agreement is hereby added to the Agreement:

24.1.4 Notwithstanding anything to the contrary in this Section 24.1, if Developer elects to proceed with Scheme C, the occurrence of Materially Adverse Economic Conditions shall not be an Excusable Delay with respect to any future dates on the Schedule of Performance applicable to Parcels 1 and 2.

Section 24.2 of the Agreement is hereby amended and restated in its entirety to read as follows:

24.2 Period of Excusable Delay or Force Majeure. The period of an Excusable Delay or Force Majeure shall commence to run from the time of the commencement of the cause and, subject to Section 24.3 hereof, shall run for the duration of the event of Excusable Delay or Force Majeure. The Party claiming Excusable Delay or Force Majeure shall provide notice to the other applicable Parties of such Excusable Delay or Force Majeure within a reasonable time following the commencement of the cause. If, however, notice by the Party claiming such extension is sent to the other Parties more than sixty (60) days after the commencement of the cause, the period shall commence to run only sixty (60) days before the giving of such notice, provided that the Party claiming the extension gives notice within a reasonable time following the commencement of the cause. No extension for Excusable Delay or Force Majeure shall cause any future dates in the Schedule of Performance applicable to the Party claiming Excusable Delay or Force Majeure, or other date for performance occurring after the date of the notice, to be extended, unless such future dates are eligible to be extended in their own right by reason of Excusable Delay or Force Majeure. Notwithstanding the foregoing, extensions for an Excusable Delay or Force Majeure obligation in the Schedule of Performance shall serve to extend other Schedule of Performance obligations w ithin the same Phase if such dates for performance are directly tied to each other in the Schedule of Performance.

Notwithstanding anything to the contrary in this Article 24, Master Developer or any applicable Phase Developer shall not be entitled (A) to abandon any portion of the Project Site that it has Taken Down or where it has Commenced Initial Improvements without first taking appropriate measures to leave the property in good and safe condition, (B) to extend the Outside Dates for the Completion of Initial Improvements or other Improvements that have Commenced to the extent that -30-
Excusable Delay or Force Majeure is not related to such activities, (C) to cease paying taxes or assessments on any real property it owns within the Project Site, (D) to avoid the obligation to maintain in effect Adequate Security or other financial assurances, (E) to avoid or delay its obligations to construct the Initial Improvements, except to the extent an Excusable Delay or Force Majeure relates to Master Developer’s or the applicable Phase Developer’s obligations for such construction, or (F) to avoid or delay its payment of the Financial Obligations.

Exhibit A of the Agreement is hereby amended to modify and/or add the following definitions in appropriate alphabetical order:
“Building” means each physical structure located within a Phase that is intended for human occupancy or the conduct of a business, including hotels, retail, light industrial and office space and apartments.
“Environmental Activity ” means any storage, installation, existence, release, threatened release, discharge, generation, abatement, removal, disposal, handling or transportation from, under, into or on the City Landfill Parcels of any Hazardous Material.
“Hazardous Material” means any material, waste, chemical, compound, substance, mixture, or byproduct that is identified, defined, designated, listed, restricted or otherwise regulated under Environmental Laws as a “hazardous constituent”, “hazardous substance”, “hazardous waste constituent”, “infectious waste”, “medical waste”, “biohazardous waste”, “extremely hazardous waste”, “pollutant”, “toxic pollutant”, or “contaminant”, or any other designation intended to classify substances by reason of properties that are deleterious to the environment, nat ural resources, wildlife or human health or safety, including, without limitation, ignitability, infectiousness, corrosiveness, radioactivity, carcinogenicity, toxicity and reproductive toxicity. Hazardous Material includes, without limitation, any form of natural gas, petroleum products or any fraction thereof, asbestos, asbestos-containing materials, PCBs, PCB-containing materials, and any substance that, due to its characteristics or interaction with one or more other materials, wastes, chemicals, compou nds, substances, mixtures or byproducts, damages or threatens to damage the environment, natural resources, wildlife or human health or safety. “Master CC&Rs” is defined in Section 9.4.
“Ped/Bike Connection” is defined in Section 5.3.8.
“Phase Developer” means, with respect to a Phase (or Partial Phase or Multiple Ground Lease), the developer thereof (which may include Master Developer) and the tenant under the Ground Lease for such Phase or Multiple Ground Lease, as such Person is determined under Articl e 3 or, following a permitted transfer of such Person’s rights and obligations under such Ground Lease, means such transferee. -31-
“Scheme C” or the “Scheme C Variant” means the Scheme C Variant as described in Master Community Plan Scheme C Supplement, approved by the City Council on ___________, 2025 by Resolution No. ______.
“Scheme C Entitlements ” means the City Council Ordinances and Resolutions referenced in Recital D to this Second Amendment.
“Second Amendment Effective Date” means the date that the Second Amendment to Disposition and Development Agreement is approved by the City Council.

Schedule 3.2.3 attached hereto is hereby appended to the Agreement and becomes a part thereof.

Schedule 6.1.9(3) attached hereto is hereby appended to the Agreement and becomes a part thereof.

Exhibit F attached hereto amends and restates Exhibit F of the Agreement in its entirety, including adding the Schedule of Performance – Scheme C Overlay.

Miscellaneous
Entire Agreement. This Second Amendment, together with the Agreement, constitutes the entire understanding and agreement between the Parties with respect to the subject matter contained herein. All other terms and conditions of the Agreement shall remain in full force and effect.

Binding Effect. This Second Amendment shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

Governing Law. This Second Amendment shall be interpreted, construed, and enforced in accordance with the laws of the State of California.

[Signature Page to Second Amendment to Development Agreement (City Place Santa Clara)] IN WITNESS WHEREOF, the Parties hereto have executed this Second Amendment as of the date first set forth above.

CITY
CITY OF SANTA CLARA, a municipal
corporation
By: __________________________________
Name: Jovan Grogan
Title: City Manager
Approved as to form:

By: __________________________________
Name: Glen Googins
Title: City Attorney
Approved on __________, 2025
City Council Resolution No. ____
[SIGNATURES CONTINUED ON FOLLOWING PAGE]

[Signature Page to Second Amendment to Development Agreement (City Place Santa Clara)]

DEVELOPER

RELATED SANTA CLARA, LLC,
a California limited liability company
By: __________________________________
Name: __________________________________
Title: __________________________________

Acknowledgement

ACKNOWLEDGMENT

State of California )
County of ______________________ )
On _____________________ before me, ______________________________, a Notary Public, personally appeared ____________________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

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

Acknowledgement

ACKNOWLEDGMENT

State of California )
County of ______________________ )
On _____________________ before me, ______________________________, a Notary Pu blic, personally appeared ____________________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature _________________________________ (Seal)

SCHEDULE 3.2.3
Examples of Early Take Down Scenarios

1. Assumptions
The Outside Date in the Exhibit F Schedule of Performance for Land Take Down for Phase 2 is December 23, 2027, but remains subject to further extension by Excusable Delay.

The Outside Date in the Scheme C SOP Overlay for Land Take Down for the first Phase within Parcels 1 or 2 is November 19, 2028.

2. Examples
Example 1: Scheme C SOP Overlay Not Triggered. Master Developer complies with the Exhibit F Schedule of Performance for Phase 2 by causing Land Take Down for Phase 2 by December 23, 2027. In such case, the Scheme C SOP Overlay no longer ap plies and all future Phases remain governed by the Exhibit F Schedule of Performance.

Example 2: Scheme C SOP Overlay Triggered; Master Developer Meets Outside Date for Parcel 1 or 2 Land Take Down. The Outside Date for Phase 2 Land Take Down is extended by reason of Excusable Delay through December 23, 2029. In order to retain its Take Down rights to Parcels 1 and 2 under Scheme C, Master Developer must Take Down the first Phase within Parcels 1 or 2 by November 19, 2028 (with Outside Dates for Phase Option Notice and DAP Submittal to occur 8 and 4 months prior, respectively). Thereafter, the next Outside Date will be December 23, 2029 for Phase 2 Land Take Down. Once Phase 2 is Taken Down in ti me, all future Schedule of Performance Dates will be as set forth on the original Exhibit F Schedule of Performance. However, if the Outside Date for Phase 2 is further extended beyond November 19, 2031 (3 years after Parcel 1 or 2 Take Down), the next applicable Land Take Down Outside Date will be November 19, 2031 for the second Phase within Parcels 1 or 2 (with Outside Dates for Phase Option Notice and DAP Submittal to occur 8 and 4 months prior, respectively).

Phase 2 by December 23, 2029, all future Schedule of Performance Dates will be as set forth on the original Exhibit F Schedule of Performance. However, if Master Developer fails to Take Down Phase 2 by December 23, 2029, City may exercise its termination remedies under Section 7.3

Resolution/ Related Santa Clara Project – DDA Second Amendment Rev: 7/27/2023
SCHEDULE 6.1.9(3)

For any Ground Lease on Parcels 1 or 2, if Scheme C is selected, insert the following new Section 3.3.4 into the Ground Lease:

3.3.4 Adjustments to Base Rent for Data Center Development If Tenant uses, or enters into any Sublease for the use of, the Premises or any portion thereof for a Data Center (as defined in the MCP), then effective upon the issuance of a building permit for the Data Center (the “ Data Center Rent Escalation Date ”), the Base Rent attributable to the parcel of land on which the Data Center is located shall automatically increase by one hundred percent of the amount in effect immediately prior to the Data Center Rent Escalation Date. If the Data Center parcel occupies a legal parcel that is less than the entirety of the Premises, then the Base Rent escalation shall be calculated by multiplying the Base Rent in effect immediately prior to the Data Center Rent Escalation Date by a fraction, the numerator of which is the square footage of the Data Center parcel and the denominator of which is the total square footage of the Premises. Within thirty (30) days after the Data Center Rent Escalation Date: (i) City and Tenant shall execute and exchange an instrument confirming the new Base Rent retroactive to the Data Center Rent Escalation Date, but the failure of either party to execute such instrument shall not affect the effectiveness of the Base Rent escalation; and (ii) Tenant shall pay to City the applicable Base Rent increase for the applicable Lease Year, prorated on the basis of twelve months of thirty (30) days each for the remainder of the applicable Lease Year.

Resolution/ Related Santa Clara Project – DDA Second Amendment Rev: 7/27/2023

1 All Outside Dates are subject to extension for Excusable Delay in accordance with the DDA other than any Take Down Phase located on Parcels 1 or 2, which Outside Dates shall only be subject to Force Majeure.
2 Notwithstanding the Outside Dates for Phase Option Notice, for any Phase or Partial Phase on which the BMX Track is located a nd operational, Developer shall provide a Phase Option Notice no less than twelve (12) months prior to the Outside Date for Take Down of such Phase of Partial Phase as required by Section 4.3 of the DDA. 3 All references to Phase 1 are to the Phase 1 shown in the Phasing Plan for the Project approved by the City by le tter dated December 19, 2022. 4 For clarification, because Excusable Delay has been in effect since Actual Take Down of Phase 1, the Outside Date for Commencement of Construction of Infrastructure on Phase 1 shall be 2 years after the Excusable Delay ends, subject to future periods of Excusable Delay, if applicable. 5 All references to Phase 2 are to the Phase 2 shown in the Phasing Plan for the Project approved by the City by letter dated December 19, 2022. * For Phases 1 and 2, the Phase Option Notice and DAP have already been submitted, and Take Down of Phase 1 occurred December 20, 2022.

Resolution/ Related Santa Clara Project – DDA Second Amendment Rev: 7/27/2023
Phase 2A
Three (3) months prior to
Outside Date for Land Take
Down
n/a
The earlier to occur of: (i)
12 months after
Commencement of
construction of any
residential buildings
within Phase 2; or (ii) 24
months from the
Commencement of
Infrastructure within
Phase 2.
n/a
3 Eight (8) months prior to
Outside Date for Land Take
Down
Four (4) months prior to
Required Land Take Down Date
4 years after Actual Phase 2
Take Down
Within 1 year after Actual
Take Down of Phase 3
4 Eight (8) months prior to
Outside Date for Land Take
Down
Four (4) months prior to
Required Land Take Down
Date
5 years after Actual Phase 3
Take Down
Within 2 years after Actual
Take Down of Phase 4
5 Eight (8) months prior to
Outside Date for Land Take
Down
Four (4) months prior to
Required Land Take Down
Date
3 years after Actual Phase 4
Take Down
Within 2 years after Actual
Take Down of Phase 5
6 Eight (8) months prior to
Outside Date for Land Take
Down
Four (4) months prior to
Required Land Take Down
Date
2 years after Actual Phase 5
Take Down
Within 2 years after Actual
Take Down of Phase 6
7 Eight (8) months prior to
Outside Date for Land Take
Down
Four (4) months prior to
Required Land Take Down
Date
2 years after Actual Phase 6
Take Down
Within 2 years after Actual
Take Down of Phase 7

Resolution/ Related Santa Clara Project – DDA Second Amendment Rev: 7/27/2023
SCHEDULE OF PERFORMANCE – SCHEME C OVERLAY

Take Down
Phase
Outside Date for Phase
Option Notice
Outside Date for first
DAP Submittal
Outside Date for Land
Take Down
Outside Date for
Commencement of
Construction of
Infrastructure
First Phase of
Scheme C
Parcels 1 and 2
8 Months prior to Outside
Date for Land Take Down
Four (4) months prior to
Outside Date for Land
Take Down
3 years after the date that
the Schedule C
Entitlements have become
final, binding and non-
appealable
Within 1 year after Actual
Take Down of the first
Scheme C Parcel
Second Phase of
Scheme C
Parcels 1 and 2
Eight (8) months prior to
Outside Date for Land
Take Down
Four (4) months prior to
Required Land Take
Down Date
3 years after the Actual
Take Down of the first
Scheme C Parcel
Within 1 year after Actual
Take Down of the
applicable Scheme C
Parcel
Last Phase of
Scheme C
Parcels 1 and 2
Eight (8) months prior to
Outside Date for Land
Take Down
Four (4) months prior to
Required Land Take
Down Date
3 years after the Actual
Take Down of the first
Scheme C Parcel
Within 1 year after Actual
Take Down of the
applicable Scheme C
Parcel

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R E C I T A L S
This First Amendment is made with reference to the following facts, intentions and understandings of the Parties:

A G R E E M E N T
In consideration of the foregoing Recitals, which are hereby incorporated into this Agreement as if set forth in full, the Parties hereby agree as follows:

17.15.330 of the Code in the following amounts per square foot:” C. Regional Traffic Fees . Section 3.5 of the Agreement is hereby amended to add the new underlined language:

B. Binding Effect . This First Amendment shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

CITY
CITY OF SANTA CLARA, a municipal
corporation
By: __________________________________
Name: Jovan Grogan
Title: City Manager
Approved as to form:

DEVELOPER

RELATED SANTA CLARA, LLC,
a California limited liability company
By: __________________________________
Name: __________________________________
Title: __________________________________

Acknowledgement

ACKNOWLEDGMENT

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

WITNESS my hand and official seal.

Signature _________________________________ (Seal)

Acknowledgement

ACKNOWLEDGMENT

State of California )
County of _____________________ )
On _____________________ before me, ______________________________, a Notary Public, personally appeared ____________________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/ are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature _________________________________ (Seal)

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SECOND AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT City Place Santa Clara
This Second Amendment to the Disposition and Development Agreement (“ Second Amendment”) is entered into as of ____________, 2025 (the “Second Amendment Effective Date”), by and between the City of Santa Clara (“ City”), a chartered municipal corporation, and Related Santa Clara, LLC (“Developer”), a Delaware limited liability company.

R E C I T A L S
This Sec ond Amendment is made with reference to the following facts, intentions and understandings of the Parties:

A. Background. The City and Developer entered into that certain Disposition and Development Agreement dated August 12, 2016 (as amended from time t o time, the “Agreement”) for the development of City Place Santa Clara. Defined terms in this Second Amendment have the meanings ascribed to them in the original Agreement.

B. Scheme C Variant . At the request of Developer, the City adopted an amendment to the Master Community Plan in the form of a Master Community Plan Scheme C Supplement (City Council Resolution No. 25 -_____). The Master Community Plan Scheme C Supplement authorized a new Scheme C Variant that includes the same total development area as Scheme A and Scheme B, having a total of approximately 9,164,400 square feet of mixed use, but would include (i) approximately 800,000 of retail; (ii) the same number of hotel rooms and residential units as Scheme A; (iii) approximately 4,517,400 square fe et of office on Parcel 4; and (iv) approximately 1,600,000 square feet of light industrial uses on Parcels 1 and 2 (as described in the Master Community Plan Scheme C Supplement, the “Scheme C Variant”).

C. Environmental Review . The City analyzed the po tential environmental impacts of the proposed Scheme C Variant and adopted a Fourth Addendum to EIR (City Council Resolution No. 25-_____), in which it determined that the use of the Project Site under the Agreement, as amended for the Scheme C Variant, ar e included within the scope of the Project EIR in that the potential environmental impacts of the development and use of the Project Site for the Scheme C Variant under the DDA and the Master Community Plan are addressed in the Project EIR.

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iii. Amendments to the Development Agreement (City Council Ordinance No. 25 - _________);
iv. Approval of this Second Amendment by City Council Resolutio n No. ________, and authorizing the City Manager to incorporate the First Amendment to Disposition and Development Agreement and this Second Amendment into an Amended and Restated Disposition and Development Agreement. For purposes of this Second Amendment, revisions to the original Agreement are shown in blue for additions, red for deletions and green for moved or repositioned text.

A G R E E M E N T
In consideration of the foregoing Recitals, which are hereby incorporated into this Second Amendment as if set forth in full, the Parties hereby agree as follows:

I. Disposition and Development Agreement Amendments
A. Section 1.2.1 of the Agreement is hereby amended and restated in its entirety to read as follows:

1.2.1 Subdivision. Master Developer intends to submit to the City an application for the Tentative Map in accordance with CSCC Chapter 17.05 (Subdivisions), as may be amended from time to time, in order to create the Airspace Parcels and the Landfill Parcels. The Airspace Parcels as shown on the Tentative Map will consist of those Development Parcels that are congruent with the footprint of the City Landfill Parcels but located above the top of the fill layer of the landfill cap, as more particularly described in the Landfill Operation and Management Term Sheet attached hereto as Exhibit M (the “Landfill O&M Term Sheet ”), but excluding any public streets. Within thirty (30) days after recordation of the First Final Map creating the Airspace Parcels, the Parties shall prepare an Exhibit B-2 that will be appended to this Agreement and become a part thereof that shall set forth the legal description of the Landfill Parcel and the Airspace Parcels. Each Phase of development will be conveyed to the Phase Developer by reference to a subsequent phased Final Map or a metes and bounds description that in either case is consistent with the corresponding Airspace Parcel as shown on the Tentative Map; provided, however, that if the Phase is conveyed by a metes and bounds description, the applicable Phase Developer will be required to record a phased Final Map covering the applicable Phase prior to Commencement of Infrastructureissuance of the first building permit within the applicable Phase. Each Ground Lease requires the parties to process a boundary adjustment through a lot line adjustment or other legal process upon Completion of the applicable Infrastructure in order to finally determine the boundaries of the applicable Airspace Parcel that is subject to the Ground Lease. The Parties anticipate that each Final Map will identify the Building parcels that are anticipated to be divided into and operated as separate condominium projects. The timing for approvals and filings of Tentative Maps and Final Maps shall be governed by Section 9.5 hereof.

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B. Section 1.5 of the Agreement is hereby amended and restated in its entirety to read as follows:

Either Master Developer or an assignee of Master Developer pursuant to a “Permitted Transfer,” as described in Section 22.6.1(b) shall have the obligation to serve as the Phase Develo per for Phase 1 and 2, as shown on the Phasing Plan attached hereto as Exhibit E. If the Scheme C Variant is selected as provided under Section 6.2.1(c), then either Master Developer or an assignee of Master Developer pursuant to a “Permitted Transfer” as described in Section 22.6.1(b) or a “Scheme C Consent Transfer” as described in Section 22.4.2(b) shall have the obligation to serve as the Phase Developer for any Phase within Parcels 1 and 2 that is Taken Down by Master Developer or its designated Pha se Developer(s). Subject to its timely Take Down of Phases 1, 2 and 2A, Master Developer, on behalf of itself or an Affiliate, retains the exclusive option to Take Down Phases 3 through 7 as the Phase Developer thereof in accordance with the terms of this Agreement; provided, however, that the failure of Master Developer to Take Down any Phase other than Phases 1, 2 and 2A shall not affect its option to Take Down future Phases. For the avoidance of doubt, Master Developer, on behalf of itself or an Affili ate, shall not be required to exercise its Phase Option and Take Down all or any portion of Phase 2 or Phase 2A as a prerequisite to its ability to exercise its Phase Option and Take Down any Phase that includes a portion of Parcels 1 or 2 (each Phase Opti on exercise and Take Down of any Phase that includes Parcel 1 or Parcel 2 that occurs before Phase 2 or Phase 2A, an “Early Take Down”); provided, however, that except as provided in Section 1.7 and Section 3.2.3, an Early Take Down shall not affect the Schedule of Performance applicable to Phase 2 or Phase 2A, or the City’s remedies for Master Developer’s failure to Take Down Phase 1, Phase 2 or Phase 2A by the applicable Outside Dates therefor in the Schedule of Performance, subject to Excusable Delay, as provided in Section 21.2.1(b). In addition to Master Developer’s other rights and obligations under this Agreement, Master Developer remains obligated to City for the payment of all Financial Obligations hereunder.

The procedures applicable to Master Developer’s exercise of an Early Take Down are as set forth in Section 3.2.3.

C. Section 1.7 of the Agreement is hereby amended to add the following sentence at the end of the paragraph.

The Schedule of Performance includes a Scheme C Overlay Schedule of Performance that applies to the Project unless Land Take Down for Phase 2 occurs before the first applicable Scheme C SOP Overlay Phase Option Notice Outside Date, as more particularly described in Section 3.2.3.

D. Section 3.1 of the Agreement is hereby amended and restated in its entirety to read as follows:

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3.1 Phasing Plan. The development of the Project will take place over a total of up to eight (8) Phases, each of which is conceptually illustrated on the Phas ing Plan attached hereto as Exhibit E. The Phasing Plan illustrates on a conceptual level the size, and order of the Phases, given City’s and Master Developer’s best estimates of the conditions forecast for the expected development period; however, this A greement anticipates that other than Phases 1, 2 and 2A (and except as otherwise provided under Section 3.2.3 with respect to an Early Take Down) , the subsequent Phases as shown on the Phasing Plan may be reconfigured, re -ordered and/or developed in partia l Phases, subject to the provisions of Article 4 hereof.

Notwithstanding the foregoing, Master Developer’s rights and obligations with respect to Phase 2A shall be as set forth in Section 4.8 below.

E. Section 3.2.2 of the Agreement is hereby amended an d restated in its entirety to read as follows:

F. The following new Section 3.2.3 of the Agreement is hereby added to the Agreement:

21.4 (Termination) for Master Developer’s failure to Take Down Phase 1, Phase 2 or Phase 2A by the applicable Outside Dates therefor in the Schedule of Performance, Master Developer, on behalf of itself or an Affiliate, shall have the right to exercise an Early Take Down at any time before or after exercising its Phase Option and/or Taking Down all or any portion of Phase 2 or Phase 2A, and shall have the obligation to exercise an Early Take Down in accordance with the Scheme C SOP Overlay if Land Take Dow n for Phase 2 has not occurred by the first applicable Scheme C SOP Overlay Phase Option Notice Outside Date (as further provided in Section 3.2.3(b)). For the avoidance of doubt and ease of administration, the exercise of an Early Take Down shall not re sult in the renumbering of Phase 1, Phase 2, Phase 2A or Phase 3 for purposes of this Agreement. For example, if Master Developer exercises its Phase Option for Parcel 1 prior to Take Down of Phase 2, Parcel 1 shall be considered “Phase 4”.

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(b) Scheme C S chedule of Performance. Exhibit F (Schedule of Performance) also includes a Schedule of Performance Scheme C Overlay (the “Scheme C SOP Overlay”) that sets forth Outside Dates for Phase Option Notice, DAP Submittal, Land Take Down and Commencement of Con struction of Infrastructure for each Phase within Parcels 1 and 2 under Scheme C. The Scheme C SOP Overlay will be triggered only if Land Take Down for Phase 2 has not occurred by the first applicable Scheme C SOP Overlay Phase Option Notice Outside Date. Once triggered, the next applicable Outside Date will be the earlier to occur of (i) the Outside Date in the Schedule of Performance for the Phase 2 Phase Option Notice; or (ii) the Outside Date in the Scheme C SOP Overlay for the next Parcel 1 or 2 Phas e Option Notice. If the Scheme C SOP Overlay Outside Date occurs first, then the same framework will apply to all future Phases going forward. If the Phase 2 Schedule of Performance Outside Date occurs first, then the original Schedule of Performance wil l govern all future Outside Dates.

Schedule 3.2.3, attached to this Agreement, sets forth examples of the application of the Scheme C SOP Overlay.

G. The following new Section 4.1.1(f) of the Agreement is hereby added to the Agreement:
(f) If Multiple Ground Leases are contemplated as provided in Section 4.2.2, the proposed number of Multiple Ground Leases within the Phase, the general geographic boundaries of each and the allocation of Base Rent for each Ground Lease.

H. Section 4.1.2 of the Agreement is hereby amended and restated in its entirety to read as follows:

3.2.3 with respect to an Early Take Down) , the boundaries and order of development for each Phase shall be established by Master Developer in connection with its exercise of each Phase Option, so long as any change in Phase boun daries meets the following criteria (collectively, the “Phasing Criteria”): (i) all Phase boundaries depicted in the Phasing Plan remain consistent overall with the Phase boundaries for the EOS Variant (and, if selected, the Scheme C Variant), as shown in the MCP, provided, however, that with the exception of Phases 1, 2 and 2A, each designated Phase is not required to be consistent with the conceptual phasing descriptions set forth in Section 2.3 of the MCP (or Section 2C.3 of the Scheme C Supplement, if s elected); (ii) any proposed changes to the Phasing Plan shall not change the dates set forth in the Schedule of Performance (unless extended as permitted hereunder for Excusable Delay); and (iii) no Phase shall be reconfigured such that more than twenty percent (20%) of its land area is reallocated to another

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Phase or Phases and further provided that Phase 2A shall not be reconfigured without the prior written consent of City, in its sole discretion.

I. Section 4.2 of the Agreement is hereby amended and res tated in its entirety to (i) add a new Section heading, (ii) amend existing Section 4.2 and renumber it as Section 4.2.1, and (iii) add a new Section 4.2.2, all as follows:

4.2 Partial Phases. and Multiple Phase Ground Leases.

4.2.1(a) Partial PhasesPhase Criteria. In addition to the requirement that the overall Phase meet the P hasing Criteria set forth in Section 4.1.2, above, any such proposed Partial Phase must meet the following criteria (the “Partial Phase Criteria”), except to the extent otherwise Approved by the City Manager:
(ai) The total acreage of such Partial Phase sh all be no less than twenty (20) acres; and
(bii) City shall have determined that any remaining portion of the Phase, as shown in the Phasing Plan proposed as part of the applicable Phase Option Notice, constitutes a developable area.

4.2.2(b) Nomenclature. The first Partial Phase within a Phase shall be referred to in the Phasing Plan and known as “[Phase Number]-A,” the second Partial Phase shall be referred to in the Phasing Plan and known as “[Phase Number]-B,” and so forth.

4.2.3(c) Modifications to Allowed Square Footage Table. If any Phase Option Notice is delivered to City for a Partial Phase after the date upon which City and Master Developer have conclusively determined the Allowed Square Footage Table pursuant to Article 10 , below, then concurrently with the Phase Option Notice, Master Developer shall deliver to City a modified Allowed Square Footage Table in accordance with Section 10.2 , below. City and Master Developer shall work together to finalize the modified Allowed Square Footage Table in accordance with the Approval procedure outlined in Section 10.1, below.

4.2.4(d) Timing. The failure to meet a Phase Outside Date (as such term is defined in Article 7, below) for any portion of a Phase shall be governed by Article 7, below; provided, ho wever, that submittal of a Phase Option Notice for the first Partial Phase in Phases 4 through 7 shall

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adjust the Phase number and Phase Outside Date for all future Phases. By way of example only, and not limitation, if Phase 6 were partially Taken Down prior to any portion of Phase 5 being taken down, then Phase 6 would become Phase 5 for the purposes of this Agreement, and the Phase Outside Dates formerly applicable to Phase 5 would apply to the Phase 6 boundaries instead; however, if Phase 5 were partia lly Taken Down and subsequently Phase 6 were partially Taken Down, then the Phase Outside Dates applicable to Phase 5 would apply to the property within the boundaries of Phase 5, and the Phase Outside Dates applicable to Phase 6 would apply to the property within the boundaries of Phase 6.

4.2.5(e) Partial Phases for City Center Phases . The City Center Phases may be Taken Down as Partial Phases subject to the foregoing Partial Phase Criteria, provided, however, that a Partial Phase Take Down any of such C ity Center Phases shall not adjust the Phase numbers or the Phase Outside Dates for those Phases and the Base Rent for a Partial Phase within such Phases shall be calculated in accordance with Section 6.3.3 hereof.

4.2.6(f) Terminology. For the purposes of this Agreement, any use of the term “Phase” shall be deemed to mean one or more Partial Phases, as the context requires.

4.2.2 Multiple Ground Leases. Whether or not Master Developer elects to Take Down Partial Phases in accordance with Sectio n 4.2.1, Master Developer shall have the right to take down each Phase in multiple Ground Leases (as applicable to each Phase, the “Multiple Ground Leases”), subject to compliance with Section 6.6, except for Phase 2A, for which Master Developer shall not have a Multiple Ground Lease option and which shall be governed by the provisions of Section 4.8, below
(a) Multiple Ground Lease Criteria. In addition to the requirement that the overall Phase meet the Phasing Criteria set forth in Section 4.1.2, above, each Multiple Ground Lease must meet the following criteria (the “Multiple Ground Lease Criteria ”), except to the extent otherwise Approved by the City Manager.
(i) Master Developer shall have a right to up to three Multiple Ground Leases within each Phase of Parcels 1 and 2 so long as the City shall have determined that the premises under each Multiple Ground Lease and any remaining portion of the applicable Phase constitutes a developable area.

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required to facilitate leasehold financing or attract desirable tenants and the City shall have determined that the premises under each Multiple Gr ound Lease and any remaining portion of the applicable Phase constitutes a developable area. The parcel that is the subject of each Multiple Ground Lease shall be a legal parcel for purposes of compliance with the Subdivision Map Act.
(ii) Master Developer shall have a right to enter into Multiple Ground Leases for each Phase within Parcel 4 to be established in connection with each applicable Parcel 4 DAP. Master Developer shall identify the proposed number and boundaries of the Multiple Ground Leases in each Phase Option Notice, if known, and in each applicable DAP application. As part of its approval of the applicable DAP application, the City shall not withhold its consent to Multiple Ground Leases for each Phase on Parcel 4 if the request meets the f ollowing criteria: (i) Master Developer provides evidence from third -party experts reasonably satisfactory to the City that the requested Multiple Ground Leases in the size and location requested are the minimum reasonably required to facilitate leasehold financing and/or attract desirable tenants; (ii) the City shall have determined that the premises under each Multiple Ground Lease, and any remaining portion of the Phase, constitutes a developable area; and (iii) the total number of Multiple Ground Leases will not exceed ten (10) within Phase 2 or three (3) within each of Phase 3 and the Northwest Office Parcel. The parcel that is the subject of each Multiple Ground Lease shall be a legal parcel for purposes of compliance with the Subdivision Map Act. If additional Multiple Ground Leases are subsequently requested after City Council approval of the applicable DAP application, such additional Multiple Ground Leases may be approved by the City Manager, subject to the Multiple Ground Lease Criteria.
(iii) The annual Base Rent applicable to the Phase to be Taken Down in Multiple Ground Leases shall be allocated amongst the Multiple Ground Leases in accordance with Section 6.8, or otherwise equitably allocated with the City’s approval such that there shall be no decrease to the City of the applicable annual Base Rent applicable to the entirety of the Phase. (iv) Each Multiple Ground Lease must comply with the applicable requirements of Section 6.1.
(b) Nomenclature. Each Multiple Ground Lease in a Phase shall be referred to in the updated Phasing Plan and known as “[Phase Number]- A,” the second Multiple Ground Lease shall be referred to in the Phasing Plan and known as “[Phase Number] -B,” and so forth; provided, however, that if the Multiple Ground Lease is within a Partial Phase, the first Multiple Ground Lease within the Partial Phase will be known as “[Phase Number] – [Partial Phase Letter] -1”; the second Multiple Ground Lease shall be

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referred to in the Phasing Plan and known as “[Phase Number] –[Partial Phase Letter] -2” and so forth.

J. Section 4.3.1 of the Agreement is hereby amended and restated in its entirety to read as follows:

4.3.1 Phase Option Notice Timing . In order to provide the City with adequate advance notice to discontinue the BMX Tra ck located on Parcel 1 and deliver the applicable Phase free of all tenants in accordance with Section 13.2.1, for any Phase or Partial Phase on which the BMX Track is located and operational, Developer shall provide a Phase Option Notice no earlier than t he date on which the BMX track has been relocated or discontinued or the second (2nd) anniversary of the Effective Date, whichever is earlier, and no later than eighteen (18 at least twelve (12) months prior to the Outside Date foranticipated actual Take Down of Suchsuch Phase or Partial Phase.

K. The first paragraph of Section 4.5 of the Agreement is hereby amended and restated in its entirety to read as follows:

4.5 Designation of Phase Developer . Master Developer shall have the right, simultaneously with its submittal of a Phase Option Notice, to submit a proposal (the “Phase Developer Designation”) to designate another Person as the Phase Developer for the Phase (or Partial Phase or for each Multiple Ground Lease ) in question in accordance with the provisions set forth in Article 22 hereof, and shall notify City whether the Phase Developer Designation is a Permitted Transfer or will require a Consent Transfer.

L. Section 4.5.1 of the Agreement is hereby amended and restated in its entirety t o read as follows:

4.5.1 If the Phase Developer Designation would require a Consent Transfer pursuant to Article 22 and if City disapproves of the proposed Phase Developer in accordance with the terms and provisions thereof, then, except to the extent that Master Developer elects to dispute such disapproval in accordance with the dispute resolution provisions of Article 20 hereof, Master Developer shall at its option, exercisable within ten (10) days after its receipt of City’s disapproval, notify City in writing of Master Developer’s election to: (i) become the Phase Developer for such Phase (or Partial Phase or Multiple Ground Lease ); (ii) designate another Person as the Phase Developer for such Phase (or Partial Phase or Multiple Ground Lease); or (iii) e lect to rescind its exercise of the Phase Option in question. If Master Developer does not elect an option in clause (i) or clause (ii) above within such ten (10) day period, Master Developer shall be deemed to have elected the option in clause (iii). If Master Developer elects the option in clause (ii) above, then such a designation shall again be a proposed assignment and processed in accordance with the terms of this Section 4.5. This process shall repeat itself until the earliest to occur of the foll owing: (a) Master Developer elects to become the Phase Developer for such Phase (or Partial Phase or Multiple Ground Lease ); (b)

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City approves the proposed Assignment; and (c) Master Developer is deemed to have rescinded its exercise of the Phase Option in question.

M. Section 4.6 of the Agreement is hereby amended and restated in its entirety to read as follows:

4.6 Effect of Failure of Master Developer to Exercise Phase Option . Except with respect to Phases 1, 2 and 2A (and subject to Section 3.2.3 with respect to an Early Take Down), if Master Developer fails to submit a Substantially Complete Phase Option Notice to City for any portion of a Phase by the applicable Outside Date (as it may be extended by Excusable Delay, if applicable), such failure sh all not constitute a default hereunder by Master Developer but City may submit to Master Developer a Phase Termination Notice and terminate Master Developer’s rights with respect to the applicable Phase (or portion thereof) in accordance with the terms of Article 7 hereof.

N. The first paragraph of Section 4.8 of the Agreement is hereby amended and restated in its entirety to read as follows:

4.8 Special Procedures for Phase 2A . The MCP identifies Pursuant to City Council Resolution No. 16-8337, the City Council adopted the EOS Variant for the parcel shown on the Phasing Plan as Phase 2A (“Phase 2A”) , which EOS Variant is reflected in the MCP. As a public benefit to the Project, the Parties have agreed to proceed with the EOS Variant in which Phase 2A wil l be reserved for park, recreation and open space uses that are complementary to, and do not unreasonably interfere with, the City Center Phases. In order to implement the EOS Variant in connection with the rest of the Project, Phase 2A shall be subject t o the following provisions, notwithstanding anything to the contrary in this Agreement, including this Article 4:

O. Section 4.8.1(e) of the Agreement is hereby amended and restated in its entirety to read as follows:
(e) Master Developer shall pay to the City up to Five Million Dollars ($5,000,000) for the design and construction of the City Place Park, as described in the MCP (the “ City Place Park ”), of which Five Hundred Thousand Dollars ($500,000) may be used by the City for planning and design work (including visioning and community outreach and engagement) for the initial concept design (the “City Place Park Design Contribution ”), with the remaining amount to be used for construction of the Phase 2A park (the “City Place Park Construction Contribution”). City shall include its anticipated City Place Park planning and design costs in its Semi-Annual Budget and Master Developer shall advance funds for the City Place Park Design Contribution in accordance with the procedures for payment of City Costs set forth in Section 26 up to the maximum amount payable of Five Hundred Thousand Dollars ($500,000). Master Developer shall pay to City the City Place Park Construction Contribution within thirty (30) days after request by City, but in no event earlier than the City’s Commencement of the City Place

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Park improvements. City shall use the City Place Park Construction Contribution solely for Hard Costs for construction of the City Place Park and shall provide Master Developer with quarterly invoices showing its expenditure of the City Place Park Construction Contribution up to the maximum amount.

P. Section 5.1.3 of the Agreement is hereby amended and restated to replace “to the extent know” with “to the extent knowknown”.

Q. Sections 5.3.1(b)(i) and 5.3.1(b)(ii) of the Agreement is hereby amended and restated in its entirety to read as follows:
(b) Final Station Site Improvements.
 (i) As a condition to Commencement of
Infrastructure within Phase 2, Developer shall have o btained City Council Approval of the conceptual design, location, and construction schedule for the final station (together, the “Final Station Site Improvements”). (i) Promptly after the later to occur of (i) City acquisition of the City Council-approved relocation site for the Fire Station (the “Relocation Trigger Event”), and (ii) the date that the Schedule C Entitlements have become final, binding and non-appealable, Master Developer, at its sole cost and expense but in consultation with City staff, shall promptly prepare conceptual design drawings for the final station in the approved location (the “Final Station Site Improvements”) along with an anticipated construction schedule. Conceptual design drawings for the Fire Station Site Improvements shall be at a level of detail reasonably acceptable to City staff for presentation to the City Council for approval. City Council approval of the Final Station Site Improvements shall be a condition to Commencement of Infrastructure within Phase 2 or any Parc el subject to a DAP approved under Scheme C, whichever occurs first; provided, however, if Developer is ready to Commence Infrastructure within Phase 2 or any Parcel subject to a DAP approved under Scheme C, as applicable, and the Relocation Trigger Event has not yet occurred, then Developer may Commence the applicable Infrastructure, and its obligation to prepare conceptual design drawings and a construction schedule for the Final Station Site Improvements shall be deferred until such time as the Relocation Trigger Event has occurred.
(ii) Subject to the terms of Section 5.3.1(b)(iii), below, Master Developer shall Complete the Final Station Site Improvements no later than the earlier to occur of (1) issuance of the first Certificate of Occupancy for any Building within Phase 2; or (2) issuance of Certificates of Occupancy for the first 1,000,000 square feet of development of Parcels 1 and 2 combined.

R. The following new Section 5.3.8 of the Agreement is hereby added to the Agreement:

5.3.8 Pedestrian/Bicycle Connection.

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(a) Feasibility Study. Exhibit 3C-12 of the Scheme C Variant identifies a potential location for a pedestrian/bicycle connection between Parcels 2 and Parcel 4, subject to confirmation through a Developer -funded study as provided in the Disposition and Development Agreement. In furtherance thereof, in connection with the submittal of a DAP for Parcel 2 or Parcel 4, whichever is earlier, Developer shall cause to be prepared, at Developer’s sole cost and expense, a feasibility study that w ill identify, comparatively evaluate and develop schematic designs for two potential locations for a pedestrian and bicycle bridge that could connect Parcel 2 to the East Park on Parcel 4 (the “Ped/Bike Connection”). The Ped/Bike Connection shall include a pedestrian and bicycle path within Parcel 2 that conveniently serves to connect residents of the Tasman East development located south of Parcel 2 to the eastern end of the proposed Ped/Bike Connection bridge.

As part of the study, Developer shall confer with applicable agencies having jurisdiction to ensure that then -available design criteria are considered in the feasibility study, but the feasibility study shall not require approval of such agencies. The feasibility study shall use existing survey and mapping information to develop the two options of schematic plans and sections that will include the following elements:
(i) a description of existing conditions;
(ii) space planning and land use;
(iii) preliminary grading plans;
(iv) ADA access requirements;
(v) a summary of all construction codes applicable to the proposed design; and
(vi) basic structural, civil and lighting requirements.

The feasibility study shall also, at a concept level, address and evaluate the following for each of the two options:
(vii) physical constraints,
(viii) future environmental clearances and regulatory approvals that would foreseeably be required, and
(ix) effectiveness of each option to meet the goal of pedestrian and bicycle connectivity between Tasman East and Parcel 4, all at a level of detail reasonably designed for the City to evaluate the feasibility of the Ped/Bike Connection,
including the environmental and permitting processes and challenges, and obtain preliminary cost estimates.

(b) Land Reservation. Each applicable DAP for Parcel 2 and Parcel 4 will include a reservation of land reasonably sufficient to accommodate the locations for the Ped/Bike Connection identified in the feasibility study, including land within the western edge of Parcel 2, the area reserved for the East Park on Parcel 4, and connecting the Ped/Bike Connection to the Tasman East development. The feasibility study and land reservation

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through the grant of a public land and aerial easements for construction, operation, and maintenanc e shall constitute the full extent of Developer’s obligations with respect to the Ped/Bike Connection.
(c) City Election; Termination of Land Reservation.
(i) No later than eighteen (18) months after any Land Take Down that includes the proposed locations for the Ped/Bike Connection, the City shall notify Developer in writing as to whether it chooses to pursue the design, permitting and construction of the Ped/Bike Connection, and if so, in which of the two potential locations. If City decides to proceed, the City shall bear all costs and expenses associated with the Ped/Bike Connection. Developer’s obligation to reserve the applicable land shall terminate and Developer may use the applicable portion of land for any use consistent with the Project Approvals in any of the following cases:
(A) City notifies Developer of its intent not to pursue the Ped/Bike Connection;
(B) if City elects to pursue the Ped/Bike Connection in one of the two potential locations, the land reservation for the location not chosen shall terminate upon such election;
(C) City fails to notify Developer of its intent to pursue or not pursue the Ped/Bike Connection within eighteen (18) months after any Land Take Down that includes the proposed
locations for the Ped/Bike Connection; or
(D) City elects to pursue the Ped/Bike Connection but fails to commence construction within three (3) years after such election, subject to Force Majeure; provided that such period of time may be extended for a period of time reasonably approved by Developer if the City has obtained all necessary entitlements and applicable permits have been issued within such three (3) year time period.

S. Section 6.1.9(d) of the Agreement is hereby amended and restated in its entirety to read as follows:
(d) To the extent that the Phase Option forTake Down of any of Phases 3 through 7 has not been exercisedoccurred within ten (10) years after the first to occur of either (i) execution and delivery of a Ground Lease for Phase 2, or (ii) execution and delivery of the first Ground Lease for Parcel 1 or Parcel 2 under Scheme C, then the initial annual Base Rent for each such Phase shall increase at the rate of three percent (3%) per annum from the end of such period until the date that the Phase Option is exercised with respect to such Phase.

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T. The following new Section 6.1.9(e) of the Agreement is hereby added to the Agreement:
(e) Except as may otherwise be adjusted under Section 6.1.9(a) above, the amount of initial Base Rent for a Ground Lease for Parcels 1 and 2 shall remain the same under for any Ground Lease entered into pursuant to an approved DAP for any of Scheme A, Scheme B or Scheme C with the following exception:
each Ground Lease for Parcel 1 or Parcel 2 under Scheme C shall include an escalator clause substantially in the form attached hereto as Schedule 6.1.9(e) that will increase Base Rent if a Data Center is constructed on the applicable premises.

U. Section 6.2.1(c) of the Agreement is hereby amended and restated in its entirety to read as follows:
(c) Prior to the earlier to occur of (1) execution of the first Ground Lease for the first Phase to be Taken Down , City and Master Developer shall have agreed upon the form of Master Conditions, Covenants and Restrictions (the “Master CC&Rs”) that shall contain at a minimum, the provisions set forth in Exhibit H attached hereto, and such form shall have been recorded against the title of the City Landfill Parcels, the Airspace Parcels, and the Tasman Parcels prior to or concurrently with the delivery of the Ground Lease for the first Phase to be Taken Down; all or any portion of Parcels 1 or 2 for which the City has approved a DAP that relies on the Scheme C Variant densities and land uses; or (2) execution of a Ground Lease for all or any portion of Parcel 4 for which the City has approved a DAP that relies on the Scheme C Variant densities or land uses and would cause total development within Parcel 4 to exceed the maximum density (including Development Transfers allowed therein) permitted under Scheme A or Scheme B.

Master Developer shall submit to the City a written election to proceed under the Scheme C Variant of the MCP and its agreement that all future DAPs will be reviewed for consistency with the Scheme C Variant.

V. Section 6.2.2(c) of the Agreement is hereby deleted in its entirety. (c) Prior to execution of the Ground Lease for the first Phase to be Taken Down , City and Master Developer shall have agreed upon the form of the Master CC&Rs that shall contain at a minimum, the provisions set forth in Exhibit H attached hereto, and such form shall have been recorded against the title of the City Landfill Parcels, the Airspace Parcels, and the Tasman Parcels prior to or concurrently with the delivery of the Ground Lease for the first Phase to be Taken Down. The Master CC&Rs shall name City as a third party beneficiary with respect to the provisions thereof benefitting City;
W. Section 6.4 of the Agreement is hereby amended and restated in its entirety to read as follows:

6.4 Memorandum of Ground Lease and Revised Phasing Plan . Upon the execution and delivery by City and the Phase Developer of theany Ground Lease

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forwithin a Phase, City shall execute and deliver (i) a Memorandum of Ground Lease in recordable form in substantially the form attached to the Ground Lease, and (ii) a revised Phasing Plan which shall set forth the updated Phasing Plan that reflects the boun daries of the Phase then being Taken Down , including Multiple Ground Lease boundaries within such Phase reflecting the nomenclature described in Section 4.2.2(b). Within five (5) Business Days after execution of theeach Ground Lease, Master Developer sha ll record the Memorandum of Ground Lease in the Official Records and shall deliver to City original copies of the fully-executed Ground Lease and Memorandum of Ground Lease. The revised Phasing Plan shall be subject to Section 29.29 hereof (Plans on Record with City).

X. Section 6.5 of the Agreement is hereby amended and restated in its entirety to read as follows:

Y. Section 6.6 of the Agreement is hereby amended and restated in its entirety to read as follows:

6.6 Concurrent Events . Concurrently with the
execution of each Ground Lease, City, Master Developer, and the applicable Phase Developer, as applicable, shall take the following actions:

6.6.1 The applicable Phase Developer or Master
Developer shall cause the Final Map for the Phase to be recorded in the Official Records; and

6.6.2 The applicable Phase Developer and Master
Developer shall cause the Master CC&Rs to become applicable to the Phase by causing to be recorded against such Phase an annexation in the form required under the Master CC&Rs, with such changes thereto as Master Developer, the Phase Developer and City shall mutually Approve.

6.6 Multiple Ground Leases within a Phase.

4.2.2 and Section 6.2 are met or waived by the app licable Party. Take

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Down of any of Phase by Multiple Ground Leases shall not adjust the Phase numbers or the Phase Outside Dates for the applicable Phase.

6.6.2 Initial Base Rent for Multiple Ground Leases. Notwithstanding the provisions of Sections 6 .1.9(a) and 6.1.9(b), above, if Master Developer Takes Down a Phase with Multiple Ground Leases, as provided in Section

4.2.2 above, the initial annual Base Rent for each Multiple Ground Lease shall be determined by multiplying the Base Rent for the appli cable Phase as set forth in Section 6.1.8 (as increased, if applicable, pursuant to Section

6.1.9(d) hereof) by a fraction, the numerator of which is the gross square feet of the land area of the premises subject to the applicable Multiple Ground Lease and the denominator of which shall be the gross square feet of the land area of the Phase, as shown in the Phasing Plan for the Project as of the Reference Date. Notwithstanding the foregoing, if requested by Master Developer and subject to City approval, th e Initial Base Rent may be equitably allocated amongst all Multiple Ground Leases in the applicable Phase in a different proportion so long as there shall be no decrease to the City of the annual Base Rent applicable to the entirety of the Phase.

Z. The first two sentences of Section 7.1 of the Agreement are hereby amended and restated in its entirety to read as follows:

7.1 Notice of Intent to Terminate . The Schedule of Performance attached as Exhibit F hereto (which includes the Scheme C SOP Overlay) sets forth the Outside Dates for certain events over the life of the Project, including: (i) submission of Phase Option Notices for each Phase; (ii) submission of a Substantially Complete DAP for each Phase; and (iii) Taking Down each Phase (these three Outside Dates together shall be referred to herein as the “Phase Outside Dates”). Except with respect to Phases 1, 2 and 2A, if Developer fails to meet any Phase Outside Date (as it may be extended by Excusable Delay, if applicable) for all or any portion of a Phase (including any Phase within Parcels 1 and 2 that becomes subject to the Scheme C SOP Overlay) , such failure shall not constitute a default hereunder by Developer, but City may notify Developer that City intends to terminate Developer’s rights with re spect to the portion of the applicable Phase for which Developer has not met the Outside Date in question, based on the Phase boundaries depicted in the Phasing Plan then in effect (the “Phase Termination Notice”).

AA. The following new Section 7.3 of the Agreement is hereby added to the Agreement:

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that the selected Phase will become subject to termination and the Development Opportunity under Section 7.1 and Section 7.2. Developer, at its election, may select the Phase to be forfeited provided, however, that the Parcel 2 Phase identified on the Phasing Plan as Phase 7 (i.e., the southeastern portion of Parcel 2) may only be selected if the Parcel 1 Phase (identified on the Phasing Plan as Phase 5) and the southwestern Parcel 2 Phase (identified on the Phasing Plan as Parcel 6) have not previously been Taken Down or forfeited. If Developer fails to either cure the Phase Termination Notice or make its forfeiture election within such forty -five (45) day period, the City, in its sole discretion, may select the applicable forfeiture Phase that will be subject to termination and the Development Opportunity pursuant to Section 7.1 and Section 7.2.

BB. Section 9.1.1 of the Agreement is hereby amended and restated to replace “(subject to Excusable Delay), as relevant” with “(subject to Excusable Delay), as relevant)”.

CC. Section 9.1.4 of the Agreement is hereby amended and restated in its entirety to read as follows:

9.1.4 Construction Covenants under CC&Rs and Certain Ground Leases .

Without limiting Section 9.1.3, the Master CC&Rs will include a covenant requiring the construction of all buildings to be prosecuted diligently and continuously, and further requiring the o wner of any work of construction that is left in an unfinished state for more than one hundred and twenty (120) consecutive days or a total of one hundred and eighty (180) days to take reasonable measures to protect public health and safety, protect the bu ilding structure from the elements and screen unsightly elements from view (such as fencing, painting or attractive screens or coverings) (the “Construction Covenant”). The City shall be a named third party beneficiary of the Construction Covenant. The M aster CC&Rs shall provide the master association thereunder with a right of entry to enforce the Construction Covenant and a right to impose special assessments to recover any costs expended in connection with the enforcement thereof. If, at the time of execution of a Ground Lease, the Master CC&Rs have not yet been recorded against the applicable Ground Lease parcel, the applicable Ground Lease will include a Construction Covenant consistent with this Section 9.1.4 covering the period from the Commencement Date of the Ground Lease through recordation of the Master CC&Rs against the applicable Ground Lease premises that includes the Construction Covenant.

DD. The following new Sections 9.4 and 9.5 of the Agreement are hereby added to the Agreement, and the numbering in the remainder of Article 9 is hereby adjusted accordingly:

9.4 Form of CC&Rs; Timing. City and Developer shall agree on the form of Master Conditions, Covenants and Restrictions ( as more particularly defined in Exhibit H attached hereto, the “Master CC&Rs”) and record the same prior to the issuance of a Certificate of Occupancy for the first Building constructed within the Project. Each Phase shall be annexed into the first recorded set of Master CC&Rs (and Area Specific CC&Rs, if applicable), no later than the issuance of the

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Certificate of Occupancy for the first Building constructed within the applicable Phase.

9.5 Subdivision Maps. A Tentative Map or Vesting Tentative Map covering all of the property within a particular Phase shall be approved by Council before Take Down of all or any portion of the applicable Phase. A Final Map approved to the satisfaction of the Director of Public Works shall have been filed for recorda tion for the applicable Phase prior to the issuance of any certificate of occupancy for any building located within the Phase.

EE. The words “conditions set forth in Section 9.3” contained in the first sentence of each of Sections 9.6 and 9.7 of the Agreem ent (as such section numbers have been amended pursuant to the foregoing paragraph) are hereby amended and restated in their entirety and replaced with “conditions set forth in Section 9.3 and 9.4”.

FF. Section 14.2 of the Agreement is hereby amended and restated in its entirety to read as follows:

14.2 Apportionment of Costs.

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(v) Costs incurred in connection with the use and operation of the City Utility Facility parcel designated in the MCP, including the retention basin and storm drain pump station, sewer pump station, and various other public facilities located thereon.
(b) Shared Landfill Costs. In additi on, the Parties hereby agree that City Landfill Costs will include only fifty percent (50%) of costs incurred by the City for landfill operation and maintenance activities on or related to any of the City Landfill Parcels that Master Developer has either n ot yet Taken Down nor conducted physical construction activities of any kind thereon (but expressly excluding any costs related to items 14.1(a) (i) through (v) above) (such costs, the “Shared Landfill Costs”). As of the Second Amendment Effective Date , the City Landfill Parcels that Master Developer has either not yet Taken Down nor conducted physical construction activities of any kind thereon consist of Parcels 1 and 2.
(c) Excluded Landfill Costs Defined. For purposes of this Section 14.2, the defined term “ Excluded Landfill Costs ” shall mean, collectively, (i) the items described in subsections 14.2.1(a)(i) through (v) (except to the extent that, such costs are incurred as a direct result of Master Developer’s construction activities or Project operations), and (ii) the other 50% of Shared Landfill Costs not assumed by Master Developer under Section 14.2.1(b). City shall be solely responsible for all Excluded Landfill Costs without right of reimbursement.

14.2.2 Establishment of Initial and Adjusted Baseline.

14.2 Apportionment of Costs. The Parties acknowledge that the City will incur costs related to its operation and maintenance of the landfill due to the Project that will exceed its current baseline landfill operation and maintenance costs as of the date of this Agreement(a) Initial Baseline . The Parties have agreed that the amount of theas of the Effective Date (i.e., August 12, 2016), the City’s baseline for City Landfill Baseline Costs is deemed to be Four Hundred Fifty Thousand Dollars ($450,000) per year , which amount (the “Initial Baseline”). The Initial Baseline will be increased by a CPI Adjustment on each anniversary of the Reference Date of this Agreement (the “ Anniversary Date ”) (such costs, as increased from time to time, the “ Landfill Baseline Costs”). On an annual basis, commencing sixty (60) days after the first Anniversary Date , City shall provide to Master Developer a Effective Date, with the last adjustment to occur as of August 12, 2023.
(b) Adjusted Baseline. The Parties have agreed that the City’s baseline for City Landfill Costs as of August 13, 2024 is deemed to be $650,000 (the “ Adjusted Baseline”). The Adjusted Baseline will be increased by a CPI Adjustment on July 1, 2025 and each July 1 thereafter during the Term.

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14.2.3 Apportionment of City Landfill Costs from and after July 1, 2024. This Section 14.2.3 applies only to City Landfill Costs incurred from and after July 1, 2024.
(a) Budget Meet and Confer; City Contracting.
(i) Draft Budget; Meet and Confer. Commencing with City fiscal year 2026/27, City shall provide to Master Developer its draft annual budget for City Landfill Costs for the upcoming City fiscal year promptly upon availability but in no event later than sixty (60) days before July 1.), along with reasonably detailed supporting documentation that sets forth a general description of the scope of the City Landfill Costs anticipated for the upcoming budget year. Master Developer shall have an opportunity to review and comment on the draft budget and supporting documentation . Upon Master Developer’s request, City will make good faith efforts to meet and confer with Master Developer prior to July 1and shall reasonably consider suggestions or proposals for cost and scope efficiencies that might rea sonably be expected to reduce City Landfill Costs for the applicable budget year. Notwithstanding the foregoing, for fiscal year 2025/26, City shall provide Master Developer with the relevant budget and supporting information for fiscal years 2025/26 on or around the Effective Date hereof and the meet and confer process shall occur within thirty (30) days after the Second Amendment Effective Date. Notwithstanding the foregoing, the Parties acknowledge that the proposed budget is subject to review and appr oval by the City in its sole and absolute discretion. City shall use reasonable good faith efforts to keep Master Developer apprised during the course of each fiscal year as to budget overruns. (ii) Contract Tracking. With respect to any third -party cont racts for City Landfill Costs, City will direct each such contractor to track its scope of work and costs in a manner reasonably designed to readily identify City Landfill Costs that are included in the Annual Landfill Statement (as defined in Section 14.2.3(b)) and those that are Excluded Landfill Costs, including identifying, to the extent appropriate and feasible, the geographic location of work undertaken by the applicable contractors. In addition, City will instruct relevant City staff working on the maintenance and operation of the landfill on the City Landfill Parcels to record time in a manner that can readily identify Excluded Landfill Costs. (b) Invoice and Payment. Within ninety (90) days after the end of each City fiscal year during the Term, starting with the fiscal year 2024/25, City shall provide Master Developer with a written report that includes the actual costs (the “Annual Landfill Costs”)Statement”) that contains, at a minimum, the following information: (i) the amount of City Landfill Costs incurred by City in connection with its obligations pursuant to this Article 14for the previous fiscal year (including “open book” backup of such costs ), an analysis of the same by a reputable engineering company or consultant, including copies of invoices); (ii) if a particular City Landfill Cost might pertain to both City Landfill Costs and Excluded Costs, an equitable allocation of such costs between City Landfill Costs and Excluded Landfill Costs; (iii) a report or certification by a qualified en gineer to confirm the

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costs properly reflect the City Landfill Costs calculated in accordance with this Section 14.2; and (iv) the amount by which the AnnualCity Landfill Costs exceed the Landfill Baseline Costs determined for the applicable twelve (12) mo nth periodfiscal year exceeded the Adjusted Baseline for the applicable fiscal year, subject to the maximum cap as set forth in Section 14.2.3(c) below (the “Developer Annual Landfill Payment”). Within sixty (60) days following its receipt of such reportthe Annual Landfill Statement , Master Developer shall deliver to City (a) reimbursement for all uncontested (a) pay the City the amount of the Developer Annual Landfill Costs set forth in such reportPayment that is uncontested, plus (b) to the extent that any Annual Landfill Costs set forth in such report are contestedDeveloper contests any amounts of the Developer’s Annual Landfill Payment or the appropriateness of any City Landfill Costs contained therein (e.g., whether any of such City Landfill Costs should be excluded as an Excluded Landfill Cost), a written response to the report, which written response shall include anAnnual Landfill Statement, including a reasonably detailed analysis of the contested Annual Landfill Costs by Master Developer’s reputable consultant or engineering company reasons for contest . City and Master Developer shall, for sixty (60) days after Master Developer’s submittal of such written response, attempt to resolve their differences concerning any contested amounts of the Developer Annual Landfill CostsPayment; if they are unable to do so, either of them may submit the matter to arbitration as provided in Article 20. (c) Each year, Master Developer’s obligation to reimburse City for that year’s Developer Annual Landfill Costs purs uant to this Section 14.2 shall be limited to the lesser of (i) the amount by which the Developer Annual Landfill Costs exceed the Landfill Baseline CostsPayment and (ii) an amount originally equal to (x) One Million Three Hundred Fifty Thousand Dollars ($1,000,0001,350,000), increased by a CPI Adjustment on July 1 of each Anniversary Date, minus (y) the Landfill Baseline Costs year, starting on July 1, 2025 (as adjusted from time to time, the “Adjusted Landfill Term Cap”) . Master Developer may assign this obligation without prior consent of City to the Master Owners’ Association established for the Project Site, which obligation may be documented in the Master CC&Rs or other appropriate instrument recorded against the Airspace Parcels. The provisions of this Section 14.2 shall survive any expiration or termination of this Agreement with respect to Master Developer and all Phase Developers.

14.2.4 Apportionment of City Landfill Costs before July 1, 2024. This Section

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the Parties shall agree on the following: (i) the total amount of City Landfill Costs incurred by City during the Initial Landfill Term; (ii) the Initial Bas eline for each year of the Initial Landfill Term as adjusted on each Anniversary Date of the Effective Date; (iii) the amount by which City Landfill Costs for each year of the Initial Landfill Term exceeded the Initial Baseline, as adjusted for the applica ble year, up to a maximum annual cap of One Million Dollars ($1,000,000) as of the Effective Date, increased by a CPI Adjustment on each Anniversary Date of the Effective Date thereafter through August 12, 2023 (the “ Initial Landfill Term Cap”); and (iv) the total amount due from Master Developer for the Initial Landfill Term, payable pursuant to Section 14.2.4(b) below. If the Parties are unable to agree on any of the foregoing matters within such 90 -day period, either Party may submit the matter to arbitration as provided in Article 20. (b) Master Developer Payment. Master Developer shall reimburse the City for seventy-five percent (75%) of the amount by which City Landfill Costs incurred during each year or partial year of the Initial Landfill Term e xceeded the Initial Baseline (as adjusted in accordance with Section 14.1.2(a)) for each applicable year or partial year), up to the applicable Initial Landfill Term Cap in effect for each applicable year or partial year (the “Initial Landfill Term Payment”). The Initial Landfill Term Payment shall be due on the later to occur of (i) thirty (30) days after the Parties agree on the amount of the Initial Landfill Term Payment under Section

GG. The third sentence of Section 15.2.2(a) of the Agreement is hereby amended and restated in its entirety to read as follows:

The procedures for establishment of the Master Developer share of costs for Public Streets (which procedures may be adjusted in subse quent DAP applications by mutual agreement) shall be established in connection with the first DAP application for Phase 1 and prior to final approval of the Master CC&Rs pursuant to Section

9.4 and the ongoing funding obligation shall be reflected in the Master CC&Rs.

HH. The final sentence of Section 15.2.2(b) of the Agreement is hereby amended and restated in its entirety to read as follows:

The procedures for establishment of the Developer’s costs and the Party responsible for the Park Maintenance shall be established in connection with the first DAP application for Phase 2 (which procedures may be adjusted in subsequent DAP applications by mutual agreement) shall be established prior to final approval of the Master CC&Rs pursuant to Section 9.4 and the ongoing funding obligation shall be reflected in the Master CC&Rs.

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II. Section 15.2.2(c)(ii) of the Agreement is hereby amended and restated in its entirety to read as follows:
(ii) Fire. City will provide appropriate fire p rotection services and equipment to the Project at its sole cost and expense, except as otherwise provided in this subsection (ii). At any time (at Master Developer’s election) after approval of the PCLUP for the Project but in no event later than in conn ection with the DAP application for Phase 2, City will commission at Master Developer’s expense an independent study by a third party expert jointly selected by City and Master Developer (the “ Fire Protection Assessment Study ”) that will provide an assessment and recommendations for the level of fire protection services (equipment, FTEs and equipment replacement costs and timing) to address hazardous materials issues on the Landfill Parcel (collectively, “ Fire Protection Services Obligations ”). The study w ill also include recommendations for the timing of such equipment and FTEs in relation to the development of the Project.

No later than the first DAP application to be submitted for Scheme C on either Parcel 1 or Parcel 2, as applicable, the City, in consultation with Master Developer and at Master Developer’s expense, will cause the selected third -party expert to update the Fire Protection Assessment Study. Developer shall be obligated to pay the costs for Fire Protection Services Obligations at the leve l and in accordance with the timing set forth in the Fire Protection Assessment Study up to a maximum of 4.5 fire protection FTEs annually, one piece of equipment if recommended by the study and replacement costs for such equipment at such times as indicat ed by the study.

JJ. The following new Section 22.4.2(b) of the Agreement is hereby added to the Agreement, and the numbering in the remainder of Section 22.4.2 is hereby adjusted accordingly:
(b) Unless this Section 22.4.2(a) is waived by the City Cou ncil in its sole discretion, if the Scheme C Variant is selected in accordance with Section 6.2.1(c), Master Developer shall not undertake a Consent Transfer for any Phase within Parcels 1 and 2 until the Infrastructure in the applicable Phase is Substantially Complete, unless all of the following conditions are satisfied (which conditions shall be in addition to, and not in lieu of, all other conditions applicable to a Consent Transfer) (a Consent Transfer meeting these requirements, a “ Scheme C Consent Transfer”):
(i) Master Developer has provided evidence reasonably satisfactory to the City that Master Developer will continue to maintain an active and continuing ownership or management role in the development of the applicable Phase; (ii) In evaluating the qualifications of the Transferee Team and the satisfaction of the Experience Requirement, the City is reasonably satisfied that the proposed Phase Developer has the requisite experience in the ownership, operation, management and development of light industrial uses at a scale and quality as necessary to fully comply with the applicable standards and guidelines of the MCP; and

-24-
(iii) The Consent Transfer will not result in a release of Master Developer under Section 22.7 with respect to the obliga tions hereunder with respect to the Transferred Phase.

KK. The first sentence of Section 22.5.2 of the Agreement is hereby amended and restated in its entirety to read as follows:

22.5.2 City’s Consent; Standards . The withholding or conditioning of Ci ty’s consent to any proposed Consent Transfer shall be reasonable and shall be based solely on one or more of the following criteria (and, with respect to a Scheme C Consent Transfer, the additional conditions specified in Section 22.4.2(b)):

LL. Section 24.1.1 of the Agreement is hereby amended and restated in its entirety to read as follows:

24.1.1 “Force Majeure ” means any delay suffered by a Party in performing an obligation, exercising a right or meeting a deadline under any of the Project Documents to the extent such delay is caused by any of the following: war; acts of terrorism; insurrection; strikes or loc k-outs not caused by, or outside the reasonable control of, the Party claiming an extension; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation not caused by, or outside the reasonable control of, the Party claiming an extension; governmental restrictions or priority; environmental conditions existing or discovered on or affecting the Project Site or any portion thereof, including those resulting from the investigation or remediation of such conditions; litigation that enjoins construction or other work on the Project Site or any portion thereof, causes a lender to refuse to fund a loan or to accelerate payment on a loan, or would cause a reasonably prudent developer either to forbear from commencing construction or other work on the Project Site or any Phase or portion thereof or to suspend construction or other work; market- wide disruptions in (i) the public or private financing markets that dela y or materially increase the cost of public or private financing for the Project ; to the extent such public financing was reasonably anticipated by Master Developer in a Financing Plan submitted under Section 5.1.2 in connection with its construction of public improvements, or (ii) in the private financing markets due to market-wide financial crises (such as the 2008 Global Financial Crises; the S&L Crisis of the 1980s; or fallout from the COVID -19 pandemic) that materially limit or delay the availability of private financing (items (i) and (ii) collectively, “ Market-Wide Disruptions”); unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor or supplier; moratorium, as defined in California Government Code Section 66452.6(f); litigation, ballot measures or referenda challenging City’s or another regulatory body’s approval of the Project (or any part thereof) or any of the Project Documents; the inability to obtain on a timely basis other appr ovals required for commencement and completion of the improvements contemplated for the Project (assuming that Developer is using commercially reasonable efforts to obtain such approvals); actions or inquiries by a Governmental Authority that results in a delay; the

-25-
occurrence of Landfill or other construction cost premiums that render development of a Parcel or portion thereof commercially uneconomic; and delays caused by the City’s inability to comply with its obligations regarding title under Article 13 hereof. Without limiting the foregoing, (1) the time for performance of Developer’s obligations to submit a Substantially Complete DAP application and to Take Down land for any particular Phase under the Schedule of Performance shall be extended for each day that the City exceeds its review and approval periods for the applicable DAP application as set forth in the DAP Procedures; and (2) the time for performance of Developer’s obligations to meet the outside dates set forth in the Phase Schedule of Performance for an applicable Phase shall be extended for each day that the City exceeds its review and approval periods for the applicable architectural review application as set forth in the DAP Procedures.

MM. Section 24.1.3 of the Agreement is hereby amend ed and restated in its entirety to read as follows:

24.1.3 Notwithstanding anything to the contrary in this Section 24.1, the following shall not be Excusable Delay: (1) the lack of credit or financing, unless such lack is the result of Materially Adverse Economic Conditions or arises in connection with a Market -Wide Disruption ; or (2) the appointment of a receiver to take possession of the assets of Developer, an assignment by Developer, for the benefit of creditors, or any other action taken or suffered by Developer under any insolvency, bankruptcy, reorganization, moratorium or other debtor relief act or statute.

NN. The following new Section 24.1.4 of the Agreement is hereby added to the Agreement:

OO. Section 24.2 of the Agreement is hereby amended and restated in its entirety to read as follows:

-26-
No extension for Excusable Delay or Force Majeure shall cause any future dates in the Schedule of Performance applicable to the Party claiming Excusable Delay or Force Majeure, or other date for performance occurring after the date of the notice, to be extended (in each case as they may otherwise be extended), unless such future dates are eligible to be extended in their own right by reason of Excusable Delay or Force Majeure. Notwithstanding the foregoing, extensions for an Excusable Delay or Force Majeure obligation in the Schedule of Performance shall serve to extend other Schedule of Performance obligations within the same Phase if such dates for performance are directly tied to each other in the Schedule of Performance .

Notwithstanding anything to the contrary in this Article 24, Master Developer or any applicable Phase Developer shall not be entitled (A) to abandon any portion of the Project Site that it has Taken Down or where it has Commenced Initial Improvements without first taking appropriate measures to leave the property in good and safe condition, (B) to exten d the Outside Dates for the Completion of Initial Improvements or other Improvements that have Commenced to the extent that Excusable Delay or Force Majeure is not related to such activities, (C) to cease paying taxes or assessments on any real property it owns within the Project Site, (D) to avoid the obligation to maintain in effect Adequate Security or other financial assurances, (E) to avoid or delay its obligations to construct the Initial Improvements, except to the extent an Excusable Delay or Force Majeure relates to Master Developer’s or the applicable Phase Developer’s obligations for such construction, or (F) to avoid or delay its payment of the Financial Obligations.

PP. Exhibit A of the Agreement is hereby amended to modify and/or add the following definitions in appropriate alphabetical order:
“Building” means each physical structure located within a Phase that is intended for human occupancy or the conduct of a business, including hotels, retail, light industrial and office space and apartments.
“Environmental Activity ” means any storage, installation, existence, release, threatened release, discharge, generation, abatement, removal, disposal, handling or transportation from, under, into or on the City Landfill Parcels of any Hazardous Material.
“Hazardous Material ” means any material, waste, chemical, compound, substance, mixture, or byproduct that is identified, defined, designated, listed, restricted or otherwise regulated under Environmental Laws as a “hazardous constituent”, “hazardous subst ance”, “hazardous waste constituent”, “infectious waste”, “medical waste”, “biohazardous waste”, “extremely hazardous waste”, “pollutant”, “toxic pollutant”, or “contaminant”, or any other designation intended to classify substances by reason of properties that are deleterious to the environment, natural resources, wildlife or human health or safety, including, without limitation, ignitability, infectiousness, corrosiveness, radioactivity, carcinogenicity, toxicity and reproductive toxicity. Hazardous Mater ial includes, without limitation, any form of natural gas, petroleum products or any fraction thereof, asbestos, asbestos-containing materials, PCBs, PCB-containing materials,

-27-
and any substance that, due to its characteristics or interaction with one or mo re other materials, wastes, chemicals, compounds, substances, mixtures or byproducts, damages or threatens to damage the environment, natural resources, wildlife or human health or safety.
“Master CC&Rs” is defined in Section 6.2.1(c)9.4.
“Ped/Bike Connection” is defined in Section 5.3.8.
“Phase Developer” means, with respect to a Phase (or Partial Phase or Multiple Ground Lease), the developer thereof (which may include Master Developer) and the tenant under the Ground Lease for such Phase or Multiple Ground Lease , as such Person is determined under Article 3 or, following a permitted transfer of such Person’s rights and obligations under such Ground Lease, means such transferee. “Scheme C” or the “Scheme C Variant” means the Scheme C Variant as described in Master Community Plan Scheme C Supplement, approved by the City Council on ___________, 2025 by Resolution No. ______.
“Scheme C Entitlements ” means the City Council Ordinances and Resolutions referenced in Recital D to this Second Amendment.
“Second Amendment Effective Date” means the date that the Second Amendment to Disposition and Development Agreement is approved by the City Council.

QQ. Schedule 3.2.3 attached hereto is hereby appended to the Agreement and becomes a part thereof.

RR. Schedule 6.1.9(3) attached hereto is hereby appended to the Agreement and becomes a part thereof.

SS. Exhibit F attached hereto amends and restates Exhibit F of the Agreement in its entirety, including adding the Schedule of Performance – Scheme C Overlay.

II. Miscellaneous
A. Entire Agreement . This Second Amendment, together with the Agreement, constitutes the entire understanding and agreement between the Parties with respect to the subject matter contained herein. All other terms and conditions of the Agreement shall remain in full force and effect.

B. Binding Effect. This Second Amendment shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

C. Governing Law . This Second Amendment shall be inter preted, construed, and enforced in accordance with the laws of the State of California.

[Signature Page to Second Amendment to Development Agreement (City Place Santa Clara) ] IN WITNESS WHEREOF, the Parties hereto have executed this Second Amendment as of the date first set forth above.

CITY
CITY OF SANTA CLARA, a municipal
corporation
By: __________________________________
Name: Jovan Grogan
Title: City Manager
Approved as to form:

By: __________________________________
Name: Glen Googins
Title: City Attorney
Approved on __________, 2025
City Council Resolution No. ____
[SIGNATURES CONTINUED ON FOLLOWING PAGE]

[Signature Page to Second Amendment to Development Agreement (City Place Santa Clara) ]

DEVELOPER

RELATED SANTA CLARA, LLC,
a California limited liability company
By: __________________________________
Name: __________________________________
Title: __________________________________

Acknowledgement

ACKNOWLEDGMENT

State of California )
County of _____________________ )
On _____________________ before me, ______________________________, a Notary Public, personally appeared ____________________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/ are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature _________________________________ (Seal)

Acknowledgement

ACKNOWLEDGMENT

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

WITNESS my hand and official seal.

Signature _________________________________ (Seal)

SCHEDULE 3.2.3
Examples of Early Take Down Scenarios

1. Assumptions
The Outside Date in the Exhibit F Schedule of Performance for Land Take Down for Phase 2 is December 23, 2027, but remains subject to further extension by Excusable Delay.

The Outside Date in the Scheme C SOP Overlay for Land Take Down for the first Phase within Parcels 1 or 2 is November 19, 2028.

2. Examples
Example 1: Scheme C SOP Overlay Not Triggered. Master Developer complies with the Exhibit F Schedule of Performance for Phase 2 by causing Land Take Down for Phase 2 by December 23, 2027. In such case, the Scheme C SOP Overlay no longer applies and all future Phases remain governed by the Exhibit F Schedule of Performance.

Example 2: Scheme C SOP Overlay Triggered; Master Developer Meets Outside Date for Parcel 1 or 2 Land Take Down. The Outs ide Date for Phase 2 Land Take Down is extended by reason of Excusable Delay through December 23, 2029. In order to retain its Take Down rights to Parcels 1 and 2 under Scheme C, Master Developer must Take Down the first Phase within Parcels 1 or 2 by Nov ember 19, 2028 (with Outside Dates for Phase Option Notice and DAP Submittal to occur 8 and 4 months prior, respectively). Thereafter, the next Outside Date will be December 23, 2029 for Phase 2 Land Take Down. Once Phase 2 is Taken Down in time, all future Schedule of Performance Dates will be as set forth on the original Exhibit F Schedule of Performance. However, if the Outside Date for Phase 2 is further extended beyond November 19, 2031 (3 years after Parcel 1 or 2 Take Down), the next applicable Land Take Down Outside Date will be November 19, 2031 for the second Phase within Parcels 1 or 2 (with Outside Dates for Phase Option Notice and DAP Submittal to occur 8 and 4 months prior, respectively).

Example 3: Scheme C SOP Overlay Triggered; Master Developer Fails to Meet Outside Date for Parcel 1 or 2 Land Take Down. The Outside Date for Phase 2 Land Take Down is extended by reason of Excusable Delay through December 23, 2029. If Master Developer fails to Take Down the first Phase within Parcels 1 or 2 by November 19, 2028, then one of the Phases in Parcel 1 or 2 will revert to City, as provided in Section 7.3. Thereafter, the next Outside Date will be December 23, 2029 for Land Take Down for Phase 2. If the Outside Date for Phase 2 Land Take Down is not further extended for Excusable Delay, then so long as Master Developer Takes Down Phase 2 by December 23, 2029, all future Schedule of Performance Dates will be as set forth on the original Exhibit F Schedule of Performan ce. However, if Master Developer fails to Take Down Phase 2 by December 23, 2029, City may exercise its termination remedies under Section 7.3.

SCHEDULE 6.1.9(3)

For any Ground Lease on Parcels 1 or 2, if Scheme C is selected, insert the following new Section 3.3.4 into the Ground Lease:

Within thirty (30) days after the Data Cente r Rent Escalation Date: (i) City and Tenant shall execute and exchange an instrument confirming the new Base Rent retroactive to the Data Center Rent Escalation Date, but the failure of either party to execute such instrument shall not affect the effectiveness of the Base Rent escalation; and (ii) Tenant shall pay to City the applicable Base Rent increase for the applicable Lease Year, prorated on the basis of twelve months of thirty (30) days each for the remainder of the applicable Lease Year.

EXHIBIT F
Schedule of Performance - General 1
Adjusted for Materially Adverse Economic Condition ending November 30, 2025 (subject to continuation pursuant to DDA)
Take Down
Phase
Outside Date for Phase
Option Notice2
Outside Date for first DAP
Submittal
Outside Date for Land
Take Down
Outside Date for
Commencement of
Construction of
Infrastructure
13 N/A* N/A* N/A* Within 2 years after Actual
Take Down of Phase 14
25 N/A* N/A* December 23, 2027 Within 2 years after Actual Take Down of Phase 2
Phase 2A
Three (3) months prior to
Outside Date for Land Take
Down
n/a
The earlier to occur of: (i)
12 months after
Commencement of
construction of any
residential buildings
within Phase 2; or (ii) 24
months from the
Commencement of
Infrastructure within
Phase 2.
n/a
3 Eight (8) months prior to
Outside Date for Land Take
Down
Four (4) months prior to
Required Land Take Down Date
4 years after Actual Phase 2
Take Down
Within 1 year after Actual
Take Down of Phase 3
4 Eight (8) months prior to
Outside Date for Land Take
Down
Four (4) months prior to
Required Land Take Down
Date
5 years after Actual Phase 3
Take Down
Within 2 years after Actual
Take Down of Phase 4

1 All Outside Dates are subject to extension for Excusable Delay in accordance with the DDA other than any Take Down Phase located on Parcels 1 or 2, which Outside Dates shall only be subject to Force Majeure. 2 Notwithstanding the Outside Dates for Phase Option Notice, for any Phase or Partial Phase on which the BMX Track is located and operational, Developer shall provide a Phase Option Notice no less than twelve (12) months prior to the Outside Date for Take Down of such Phase of Partial Phase as required by Section 4.3 of the DDA. 3 All references to Phase 1 are to the Phase 1 shown in the Phasing Plan for the Project approved by the City by letter dated December 19, 2022.
4 For clarification, because Excusable Delay has been in effect since Actual Take Down of Phase 1, the Outside Date for Commencement of Construction of Infrastructure on Phase 1 shall be 2 years after the Excusable Delay ends, subject to future periods of Excusable Delay, if applicable.
5 All references to Phase 2 are to the Phase 2 shown in the Phasing Plan for the Project approved by the City by letter dated December 19, 2022.
* For Phases 1 and 2, the Phase Option Notice and DAP have already been submitted, and Take Down of Phase 1 occurred December 20, 2022.

5 Eight (8) months prior to
Outside Date for Land Take
Down
Four (4) months prior to
Required Land Take Down
Date
3 years after Actual Phase 4
Take Down
Within 2 years after Actual
Take Down of Phase 5
6 Eight (8) months prior to
Outside Date for Land Take
Down
Four (4) months prior to
Required Land Take Down
Date
2 years after Actual Phase 5
Take Down
Within 2 years after Actual
Take Down of Phase 6
7 Eight (8) months prior to
Outside Date for Land Take
Down
Four (4) months prior to
Required Land Take Down
Date
2 years after Actual Phase 6
Take Down
Within 2 years after Actual
Take Down of Phase 7

SCHEDULE OF PERFORMANCE – SCHEME C OVERLAY

Take
Down
Phase
Outside Date
for Phase
Option Notice
Outside Date
for first DAP
Submittal
Outside Date for
Land Take Down
Outside Date for
Commencement of
Construction of
Infrastructure
First Phase
of Scheme
C Parcels 1
and 2
8 Months prior
to Outside Date
for Land Take
Down
Four (4) months
prior to Outside
Date for Land
Take Down
3 years after the
date that the
Schedule C
Entitlements have
become final,
binding and non-
appealable
Within 1 year after
Actual Take Down of
the first Scheme C
Parcel
Second
Phase of
Scheme C
Parcels 1
and 2
Eight (8)
months prior to
Outside Date
for Land Take
Down
Four (4) months
prior to Required
Land Take Down
Date
3 years after the
Actual Take Down
of the first
Scheme C Parcel
Within 1 year after
Actual Take Down of
the applicable
Scheme C Parcel
Last Phase
of Scheme
C Parcels 1
and 2
Eight (8)
months prior to
Outside Date
for Land Take
Down
Four (4) months
prior to Required
Land Take Down
Date
3 years after the
Actual Take Down
of the first
Scheme C Parcel
Within 1 year after
Actual Take Down of
the applicable
Scheme C Parcel

5003987583.2

You don't often get email from [email protected]. Learn why this is important From: Afshan Hamid
To: Nimisha Agrawal
Cc: Lesley Xavier
Subject: Public Comment: Related Data Center Opposition Date: Tuesday, May 13, 2025 1:41:57 PM
Attachments: image002.png
image003.png
image004.png
image005.png
image006.png
image007.png
image008.png
image009.png
Please save email for PC and CC public comments.

AFSHAN HAMID
Director | Community Development Department
1500 Warburton Avenue
| Santa Clara, CA 95050
Direct: 408-615-5670 | [email protected]

From: [email protected] <[email protected]> Sent: Monday, May 12, 2025 4:23 PM
To: Mayor and Council <[email protected]> Subject: Related Data Center Opposition

Dear Mayor and City Council,

I am writing to express my opposition to allowing Related to replace some of the planned mixed-use space with a data center.

Please oppose allowing Related to build a data center in the Related Santa Clara space.

Thanks,
Brendan Croom
North Santa Clara resident
I
1 Nimisha Agrawal
From: Afshan Hamid
Sent: Tuesday, May 13, 2025 1:46 PM
To: Nimisha Agrawal
Cc: Lesley Xavier; Elizabeth Elliott
Subject: Public Comments: Proposed data center
Please save comments for PC and CC

AFSHAN HAMID
Director | Community Development Department
1500 Warburton Avenue | Santa Clara, CA 95050
Direct: 408-615-5670 | [email protected]

-----Original Message-----
From: Mayor and Council <[email protected]> Sent: Monday, May 12, 2025 3:36 PM
To: Mayor and Council <[email protected]> Subject: FW: Proposed data center

Dear Mayor and Council,

We received the following email which we are forwarding for your reference.

-----Original Message-----
From: Irene Brumbaugh <imuﬀ@yahoo.com>
Sent: Sunday, May 11, 2025 1:24 PM
To: Mayor and Council <[email protected]> Subject: Proposed data center

[You don't oŌen get email from imuﬀ@yahoo.com. Learn why this is important at hƩps://aka.ms/LearnAboutSenderIdenƟﬁcaƟon ]
2 As a nearby resident I am opposed to data centers in the “Related” development area. The original plan for retail, residenƟal and recreaƟonal areas is much preferred.

Thank you for taking the time to provide your input.

Regards,

ELIZABETH ELLIOTT | Staff Aide II
Community Development Department | Planning Division
1500 Warburton Avenue | Santa Clara, CA 95050
O : 408.615.2450 Direct : 408.615.2474

From: Mary Grizzle <[email protected]>
Sent: Wednesday, May 14, 2025 10:00 AM
To:

Jovan Grogan <[email protected]>; Mayor and Council <[email protected]>
Cc: PlanningCommission <[email protected]> Subject: Data Centers

Honorable Mayor and Councilmembers,
I’m here today to express strong opposition to the continued approval and expansion of data centers in Santa Clara.

Respectfully,
Mary Grizzle
Some people who received this message don't often get email from [email protected]. Learn why this is important
From: Nimisha Agrawal
To: Nimisha Agrawal
Subject: RE: Public Comment FW: Related Santa Clara / City Place Date: Wednesday, May 28, 2025 9:30:43 AM
Attachments: image001.png
image004.png
image003.png

Good Afternoon Thanh,

Your email has been received in the Planning Division and by way of my reply I am including the appropriate staff for their review.

Thank you for taking the time to provide your comments.

ELIZABETH ELLIOTT | Staff Aide II
Community Development Department | Planning Division
1500 Warburton Avenue | Santa Clara, CA 95050
O : 408.615.2450 Direct : 408.615.2474

From: une vagabonde <[email protected]>
Sent: Monday, May 19, 2025 9:25 AM
To: Mayor and Council <[email protected]>; PlanningCommission <[email protected]>; Public Comment
<[email protected]>
Subject: Re: Related Santa Clara / City Place

Thank you council members for your time to fill in my knowledge gaps and provide insights from your perspective.

With this, I've closed my petition.

Sincerely,
Thanh

On Mon, May 12, 2025 at 6:42 PM une vagabonde <[email protected]> wrote:

Thank you for the receipt. Could you tack on a better draft of the last message? Thank you for all you do!

Updated:

Dear Santa Clara City Council Members and Fellow Residents, As a resident of Santa Clara, continuously learning, found the project site notices, I am again writing to express my strong opposition to the continued development of data centers within our city. While I understand the technological advancements that drive the need for such facilities, I believe that their proliferation in Santa Clara comes at a significant cost to the well-being, character, and future of our community. Please don't support a General Plan Amendment (to permit light industrial uses on Parcels), please don't support a Zoning Ordinance Amendment to MC-CP Zoning (to permit light industrial uses on Parcels 1 & 2) and please don't support the MCP Amendment (new Scheme C Variant Supplemental Chapter).

Sincerely,
Thanh Do, a Concerned Resident of Santa Clara

On Mon, May 12, 2025 at 3:31 PM Mayor and Council
<
[email protected]> wrote:

Hello,
Our office confirms receipt of your email which has been forwarded to the full City Council for their review.

From: une vagabonde <[email protected]>
Sent: Friday, May 9, 2025 6:21 PM
To: Mayor and Council <[email protected]> Subject: Related Santa Clara / City Place

For your reference, here are the links I consulted:

I
Cityof
S,anta Clara
ho Ce-nt r of Wh ra Po 1,ibl
Santa Clara Bicycle Master Plan:
https://www.santaclaraca.gov/home/showpublisheddocument/63506/63688 8847951800000
Draft Data Centers mapped in Santa Clara:
https://www.arcgis.com/apps/mapviewer/index.html?
webmap=461e84c6471f44f2b4c855a575ba762e
Thank you for your time and consideration of this important matter. Please also let me know if you feel my analysis is off.

Sincerely,
Thanh
Pilot Knob Dr, Santa Clara
Former BPAC member (2018-2020)
•
•
From: D Kasses
To: Nimisha Agrawal
Subject: Re: 6/11 Planning Commission Hearing - Related Santa Clara project Date: Wednesday, June 11, 2025 8:59:52 PM
Attachments: image001.png
Hi,
I live a few feet from property of interest in 25-428 and a 5 minute walk from parcels 5, 4 and 2 in 25-402. I was able to remotely attend, see the plans and maps, and found it quite informative. I attended some of the Related Santa Clara info meetings and saw their artist renderings and listened to their promises, but some the questions and comments posed by the commission in this meeting cut through the fluff and highlighted some of the aspects glossed over in those other meetings held by Related. I just wanted to say thank you for the agenda and the link to the Zoom meeting.

Thanks,
David Kasses
On Mon, Jun 9, 2025 at 3:27 PM Nimisha Agrawal <
[email protected]> wrote:

Good Afternoon,
You had requested to be on the interested parties list or had provided comments on the Related Santa Clara project. This is to let you know that the project is scheduled for the Planning Commission Hearing on June 11, 2025. The agenda for the Planning Commission Meeting has been published and is available here:

Agenda.

Thanks,
Nimisha Agrawal| Senior Planner
Community Development Department
1500 Warburton Avenue |
Santa Clara, CA 95050
O:408.615.2450 | D: 408.615.2467

T'1 ■ Con l r of What's Pouiblo
________________________________________________________________________________

Page 1 of 13 ends

City Council and Authorities ConcurrentJuly 8, 2025

City Council and Authorities Concurrent
July 8, 2025